Loading...
Boys & Girls Club 2015 Building Use AgreementZ Originator: 0 Department/Division: IL p� Name of Consultant/Contractor: vvi CONTRACT TITLE: w 0 N o . (City Clerk Use Only) CONTRACT ROUTING FORM Renee Mcrae Routed by: Renee McRae Parks, Recreation & Cultural Services Date: 11/02/2015 Boys & Girls Clubs of Snohomish County Building Use Agreement for Boys' & Girls' Clubs of Snohomish County Type of Contract: (GR) Grants (1) Intergovernmental Agreement Z (S) Purchase of Services (W) Public Works Z W Z Bid/RFP Number: O U Effective Date: Completion Date: uI Has the original City contract boilerplate language been modified? QYes O No I, yes, specify which sections have been modified: Dates. Term 23 c. pDescription v of Services Lease of Edmonds Boys &Girls Club , — I Total Amount of Contract: N Budget # Amount: J fBudget # Amount: LU 0 QBudget # Amount: V Q Z Are there sufficient funds in the current budget to cover this contract? Yes O No Z Remarks: Authorization Level: Mayor us 1. Project Manager < 2. Risk Management/Budget 3. City Attorney C7 4. Consultant/Contractor 5. Other ❑ 6. City Council Approval Date (if applicable) ✓ 7. Mayor l ! 8. City Clerk (L) Lease Agreement ❑ (0) Other J/�.:5r J/-3 -IS' BUILDING USE AGREEMENT FOR BOYS' & GIRLS' CLUBS OF SNOHOMISH COUNTY THIS AGREEMENT ("Agreement") is made thisa9- day o4a, 2015, by and between the CITY OF EDMONDS, a Washington municipal corporation (hereinafter CITY), and the BOYS & GIRLS CLUBS OF SNOHOMISH COUNTY (hereinafter LESSEE). WITNESS ETH 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 6th 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 its 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, 2020. 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 31 st of 2020. 5. Rental Fee: The yearly rental fee shall be the sum of one dollar ($1.00), payable on or before May 1 st 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 for 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 any of the costs 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 this 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. Notices: 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 5th 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 9502 19th Ave SE, Everett, Washington 98208. 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 -Entry: If 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 Attorney's 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. RemovaI 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 ($1,000,000), 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 1st 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 Ins ection: 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. Itmay 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. (c) In the event that, during the term of this Lease, the CITY determines that it is in the best interests of its citizens to develop or redevelop any of the leased premises in a way that would preclude LESSEE's use of the Field House as contemplated herein, the CITY will provide LESSEE with One Hundred Eighty (180) days' notice of termination of this Lease. 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. Severability: 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. Complete Agreement: 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 signed this instrument, on oath stated that he/she/they was/were authorized to execute the instrument and acknowledged it as the Executive Director of the Boys and Girls Club of Snohomish County to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. �. SHED Dated oi CU ����j55tOH �Xpf Mtn NOTARY PUBLIC in and for thV'f Washin ton TARYg N P;1RLIC" Title �A 12-27-2016 0 `-?. �AZ My appointment expires ti_OF EXECUTED this �hL QL� , 2015. : CITY OF EDMONDS O. Earling, Mayor ATTEST/AUTHENTICATED: Sco ssey, City Clerk APPROVED AS TO FORM: Office of the City Attorney LESSEE: BOYS AND GIRLS CLUBS OF SNOHOMISH COUNTY Its xecutive Director