Boys & Girls Club 2010 Building Use AgreementBUILDING USE AGREEMENT FOR
BOYS' & GIRLS' CLUBS OF SNOHOMISH COUNTY
THIS AGREEMENT, made this /8tb day of pcTo,9E7Q , 2010, by and between
the CITY OF EDMONDS, a non -charter optional municipal corporation, organized under
the laws of the State of Washington, (hereinafter CITY), and the BOYS & GIRLS
CLUBS OF SNOHOMISH COUNTY (hereinafter LESSEE).
WITNESSETH
1. The CITY does hereby lease to the LESSEE and the LESSEE does hereby
lease from the CITY, parts of certain premises situated in the City of Edmonds, County
of Snohomish, State of Washington, generally known as the FIELD HOUSE, located at
310 6"' Avenue North, Edmonds, Washington. The LESSEE shall have the right to use of
the Field House, located on the above -described real property. That in addition, subject
to the rules and regulations as shall be promulgated by the CITY, the LESSEE shall have
the right on a shared basis with other programs to utilize the Civic Center Playfields
(when scheduled, with additional fees charged accordingly) when they are not scheduled
for use by the CITY, except the adjacent asphalt play court and storage building which
the LESSEE has priority use with no additional fees charged.
Consideration for this lease is set at $1.00 (one dollar) per year and the
mutual benefits to be derived from the operation of a Boys and Girls Club, open to the
youth of the City of Edmonds and providing recreational and educational services such as
drop -in activities, organized athletics, tutoring, mentoring, field trips and cultural
enrichment activities. The one dollar annual rental reflects a discount from any
comparable commercial rate due to several factors. First, the CITY has acquired its
underlying leasehold interest from the Edmonds School District No. 15 for $1.00 (one
dollar) and its promise to use the property solely for recreational purposes. Second,
additional consideration is provided by the LESSEE through is agreement to provide the
described services to the youth of Edmonds and the broader area serviced by the
Edmonds School District No. 15 in a non-discriminatory manner and in compliance with
all requirements of state and federal law.
2. Declaration: The City of Edmonds hereby declares its determination that
the Field House and storage shed located on the subject property is not presently required
for City recreational purposes. However, LESSEE acknowledges that the Field House
and storage shed is owned by Edmonds School District No. 15, which has retained the
right to change which buildings or property are leased to the CITY through January 31,
2021. LESSEE acknowledges that this agreement is subject to such prior right of
Edmonds School District No. 15.
3. Purpose: The subject property is to be used for the Edmonds Boys & Girls
Club youth activities. No other business or activities shall be undertaken on the premises
without the written consent of the CITY.
4. Term: This agreement shall remain in effect until December 31, 2015.
This agreement may be renewed for successive five-year terms thereafter upon mutual
agreement of the parties. A written request for a five-year renewal shall be made by the
LESSEE on or before May 31st of 2015.
5. Rental Fee: The yearly rental fee shall be the sum of one dollar ($1.00),
payable on or before May 1st of each year to the City Treasurer.
6. Maintenance and Repairs: The LESSEE will maintain the premises in
good repair for the term of the Lease, with all maintenance and repairs to be paid by the
LESSEE. The LESSEE agrees that the CITY shall have access to the premises for
purposes of inspection at reasonable hours during the term of this Lease, including
renewals. The LESSEE agrees that it will quit and surrender the premises without
demand or notice at the end of the term, or renewal thereof, and leave the same in a neat
and clean condition, and will deliver up all keys belonging to the premises to the CITY.
7. Utilities: The LESSEE hereby covenants and agrees to pay all charges for
heat, light, water and garbage disposal. LESSEE shall not order any public utilities
which shall be used in or charged against the leased premises. In the event such shall
occur, the LESSEE shall pay the same during the full term of the Lease.
8. Indemnification, Hold Harmless and Subrogation Waiver: The CITY shall
not be liable for loss or damage to any property maintained by the LESSEE on the
premises. LESSEE agrees to indemnify, hold harmless and defend the CITY,
EDMONDS SCHOOL DISTRICT NO. 15 and the officers, employees and agents of
each, from and against any claim, loss or damage to person(s) or property resulting from
or arising out of this lease agreement or LESSEE'S use or occupancy of the subject
property herein, provided, however that:
(1) LESSEE'S obligation to indemnify, hold harmless and defend shall not extend to
claims, loss or damage caused by or resulting from the sole negligence of the CITY or
Edmonds School District No. 15; and
(2) LESSEE'S obligation to indemnify, hold harmless and defend for claims, loss or
damage caused by or resulting from the concurrent negligence of the CITY and/or
Edmonds School District No. 15 and LESSEE shall apply only to the extent of
LESSEE'S negligence.
9. Lawful Use: LESSEE agrees and covenants that the premises shall be at
all times used and maintained in accordance with all local, State and Federal laws and
regulations including without limitation, orders of the health officer, building inspector
and fire marshal, except with regard to the structural integrity of the Field House and
code requirements pertaining thereto, which shall be the responsibility of the CITY.
However, in the event that LESSEE makes any alteration(s) or improvement(s) to the
subject property, then LESSEE shall be responsible for compliance with all laws and
regulations pertaining to such construction and shall pay for the entire cost thereof,
except as otherwise provided herein.
10. Alterations or Improvements: The LESSEE covenants and agrees that it
will make no alterations or improvements to the leased premises, or to any of the
furniture or equipment located on the premises subject to this Lease without the prior
written consent of the CITY. CITY is not obligated to grant its consent. All alterations
or improvements are to be paid by LESSEE.
Upon submission to and approval of construction plans and specifications by the CITY,
LESSEE may make permanent capital improvements to the Field House, which tenant
improvements upon completion shall become the sole property of the CITY. The work
shall be completed in accordance with all applicable local, State and Federal laws and
regulations. The CITY shall have the right to enter the premises herein in order to
perform building and construction inspections as necessary.
The CITY may contribute toward the cost of such improvements in an amount deemed
necessary and in its best interests, however, nothing herein shall be deemed to obligate or
require the CITY to pay the cost of such improvements.
The parties acknowledge that any structural alterations or improvements to the premises
are subject to the prior written approval of Edmonds School District No. 15 as owner of
the property.
In consideration of the financial investments made in capital improvements, an
amendment may be made to the term of the agreement upon mutual consent of the CITY
and the LESSEE.
11. Liens: LESSEE warrants that it will keep the subject premises free from
any and all liens including without limitation liens for labor, materials, equipment or
supplies furnished, unless approved in advance by the CITY. In the event any lien is
filed against the subject property for any reason, the CITY shall have the right to
immediately terminate this Agreement and, upon written notice, LESSEE shall quit and
surrender the premises within thirty (30) days.
12. Assignment. LESSEE shall not let or sublet the whole or any part of the
subject premises, nor assign this Lease or any part thereof, and agrees and stipulates that
a material consideration for the execution of this Lease is its personal acceptance of the
Boys & Girls Clubs of Snohomish County as LESSEE.
13. Exclusive Use: The LESSEE covenants and agrees that it will not permit
or tolerate the use of the subject premises by any group, organization, individual, or legal
entity other than the reasonable and necessary use by the LESSEE, its employees, or
responsible adult participants and children duly enrolled in its authorized programs,
without the prior written permission of the CITY.
14. Fire and Other_ Casualty: In the event the premises are destroyed or
damaged by fire, earthquake or other casualty to such an extent as to render the same
untenable, in whole or in a substantial part, this Lease and the obligation to pay rent shall
terminate, with rent prorated to the date of the loss. Risk of loss shall be as provided in
paragraph 8.
15. NotiQcs: All notices required by this Lease or notices of breaches thereof
shall be sent by certified or registered mail to the City of Edmonds at 121 51h Avenue
North, Edmonds, Washington 98020 and all such notices to the LESSEE shall be sent by
registered or certified mail and addressed to the LESSEE at 4322 Rucker, Everett,
Washington 98203. Delivery of all notices shall be conclusively presumed to be
effective upon such posting in the United States mail, postage prepaid.
16. Default and Re-EntryIf LESSEE shall violate or default in any of the
covenants and agreements herein contained, then the CITY may immediately cancel this
Lease and re-enter said premises.
17. Costs and Attorneys Fees:' In the event of a failure of either of the parties
to perform any obligation created by this Lease, the defaulting party agrees to pay all
damages and costs necessarily incurred by the injured party, including reasonable fees.
18. Non -Waiver of Breach: The failure of a party to insist upon strict
performance of any of the covenants and agreements of the Lease or to exercise any
option herein conferred in any one or more instances, shall not be construed to be a
waiver or relinquishment of any such provision, or any other covenants or agreements,
but the same shall be and remain in full force and effect.
19. Removal of LESSEE's Property: In the event of any entry in, or taking
possession of, the leased premises as aforesaid, the CITY shall have the right, but not the
obligation, to remove from the leased premises all personal property located therein, and
may place the same in storage in a public warehouse at the expense and risk of the
owners thereof.
20. Insurance:
A. The LESSEE covenants and agrees to obtain a liability insurance
policy with a minimum coverage of $2,000,000 prior to taking possession of the leased
premises and to make the City of Edmonds as a named insured on that policy. Such
policy is to include a provision prohibiting cancellation of the policy except upon ten (10)
days' prior written notice to the CITY. A copy of the policy shall be delivered to the
CITY within fifteen (15) days of the date of this Lease.
B. If any policy of insurance which LESSEE is obligated to secure
under this Lease is cancelled for any reason whatsoever at any time, the CITY shall have
the right to require LESSEE to vacate the leased premises immediately upon notice being
given, either written or oral. The term of this Lease shall be considered terminated upon
such notice by the CITY.
C. In the event LESSEE undertakes any capital improvements of the
subject premises known as the Field House, LESSEE "shall require any and all contractors
to obtain commercial general liability insurance coverage in the minimum amount of one
million dollars ($1 million), to which policy the CITY shall each be named as an
additional insured. Said policy of insurance shall provide that it may not be cancelled or
reduced except upon thirty (30) days prior written notice to LESSEE and the CITY.
21. School District Property: If the property leased is owned by Edmonds
School District No. 15, then this section shall apply:
The rights of the LESSEE granted under this Lease are specifically subject to the
terms and conditions and term of tenancy of the CITY as set forth in that certain lease
between Edmonds School District No. 15 and the City of Edmonds, a municipal
corporation, dated this Is'day of August 1977 through January 31, 2021. The terms of
which are hereby incorporated by this reference as if set forth in full. Notwithstanding
the term of the tenancy granted LESSEE under this Lease, in the event the CITY'S
possession of the leased premises shall be terminated for any reason, all rights of the
LESSEE hereunder shall likewise terminate.
22. Structural Inspection: As a condition precedent of this Agreement, the
CITY may require the LESSEE to provide a copy of a structural inspection report for the
subject premises.
23. Termination: Termination shall operate to discharge all obligations that
are executory by either party on or after the effective date of termination, but any right of
a party based upon performance or breach of this Agreement prior to the effective date of
termination shall survive. Any portion of this Agreement not terminated shall remain in
effect and full force as if no termination were made.
This Agreement may be terminated in whole or in part:
(a) If the LESSEE fails to comply with the terms and conditions of this Agreement,
and the CITY deems the continuation of the Agreement may be substantially detrimental
to the CITY'S interests, the CITY shall notify LESSEE of the termination, the reasons
thereof, and the effective date.
(b) By the mutual written agreement of the CITY and LESSEE, the agreement to
terminate shall include the conditions of termination, effective date and in the case of
termination in part, the portion to be terminated. It may also include an option for the
LESSEE to cure the conditions of termination prior to a specific date before the effective
date of termination. Upon termination, LESSEE shall quit and surrender the premises
without demand or further notice and leave the same in a neat and clean condition, and
shall deliver all keys belonging to the premises to the CITY.
24. Severabilit : If a court holds any part, term, or provision of this
Agreement to be illegal, or invalid in whole or in part, the validity of the remaining
provisions shall not be affected, and the parties' rights and obligations shall be construed
and enforced as if the Agreement did not contain the particular invalid provision.
25. Jurisdiction: This Agreement has been made and shall be construed as
having been made and delivered under the laws of the State of Washington. Any action
at law, suit in equity, or judicial proceeding arising hereunder shall be instituted and
maintained only in any of the courts of competent jurisdiction of Snohomish County,
Washington.
26. Modification: Modification or amendment of the terms and conditions
hereunder shall only be made in writing, signed by both parties.
27. Corn lete A eern . This Agreement is the complete expression of the
terms and conditions hereunder. Any oral or written representations or understandings
not expressly incorporated herein are excluded.
STATE OF WASHINGTON )
COUNTY OF SNOHOMISH )
I certify that I know or have evidence that
6( V Ts 6 (kk6t [C 5 and
signed this instrument, on oath stated that gishe/they)
was (were) authorized to execute the instrument and acknowledged it as the
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(type of authority, e.g. officer, trustee, etc) (name of party on behalf of whom instrument was
executed)
be the free and voluntary act of such party for the uses and purposes mentioned in the
instrument.
GE Dated q3oljo
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NOTARY PUBLIC in and for the
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A�' W��'�ti Title
My appointment expires l Z-0
EXECUTED this /®'' day of l ,,��Q 2010.
LESSOR: CITY OF EDMONDS LESSEE: BOYS AND GIRLS CLUBS
/L11-L ro-o/v
Mayor ike Cooper
ATTEST/AUTHENTICATED:
City Clerk
CITY ATT R Y:
W. Scott Snyder
OF SNOHOMISH COUNTY
ziAii 1 c
Its Executive Director