2018-09-20 City Council - Full Agenda-2193Agenda
Edmonds City Council
BRACKETT ROOM
121 5TH AVE N, CITY HALL - 3RD FLOOR, EDMONDS, WA 98020
SEPTEMBER 20, 2018, 1:00 PM
Edmonds City Council Agenda
September 20, 2018
Page 1
1. CALL TO ORDER
2. STUDY ITEM
1. Senior Center Lease Amendment Proposal (120 min)
ADJOURN
City Council Agenda Item
Meeting Date: 09/20/2018
Senior Center Lease Amendment Proposal
Staff Lead: Carrie Hite
Department: Parks, Recreation & Cultural Services
Preparer: Carrie Hite
Background/History
The City entered into a facility lease with the Sr. Ctr in 2008, with options to extend through 2030.
The City entered into an option to lease the grounds of the current Sr. Ctr to allow for a capital campaign
and eventual rebuild of the center on the site. This was signed in January 2015. See attached.
Staff Recommendation
Discuss proposed amendments and give staff direction.
Narrative
The City has entered into an Option to Lease with a proposed 40 year ground lease with the Edmonds
Senior Center. This has been in effect since January 2015. The option expires in June 2019, with some
allowance for extension. The long term land lease gives the Sr. Ctr the option to demolish the current
building and build a new one on the property.
The Senior Center has approached the City with some requested amendments to the lease. See
attached.
The proposed lease amendment changes include:
1. The current lease stipulates that the parking lot will be shared 50/50 for all costs. The frontage
improvements, which include sidewalk to back of curb, utility hookups for the building, storm detention
and curb cuts for driveway and ADA options were not called out in the original lease. The frontage
improvements are required by City code for any construction of buildings. The City has maintained that
this should be a cost covered by the Sr. Ctr, because of the building construction. The Sr. Ctr has
maintained that this should be paid for by the City because it is the entrance to the park. We have thus
far split costs for design in order to submit land use permits.
As Council knows, the City will be doing some significant work in front of the Sr. Ctr on the waterfront.
We will be removing the creosote pier, reintroducing beach habitat, improving ADA accessibility to the
waterfront, and connecting the continuous walkway. In addition, the City has been exploring and
planning for connecting the walkway in front of the Ebbtide condominiums. The project costs for design
and construction of the Ebbtide walkway, Waterfront redevelopment, parking lot and frontage
improvements are attached. The 50% of the Sr. Ctr share, for the parking lot and frontage
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improvements is $933,868. This is the estimated cost at 30% design. This number could go up or down
as we get further in design to construction documents.
The proposed language gives the full responsibility of the construction and maintenance of the parking
lot and frontage improvements to the City. The estimated cost of this is $1,866,000. The City currently
has $933,000 in the budget for this. In order to accept this change, the City Council will need to allocate
an additional $933,000.
2. The amended lease clarifies some language about the parking lot and frontage included the complete
footprint around the Waterfront Center. It also includes a legal description of the footprint of the
building.
3. There will still need to be two exhibits added that will be drawn up for Easements of the Parking lot
and utility rights under the parking lot. The City attorney and the Sr. Ctr attorney are still working on
these. In addition, the City will need to grant a Temporary Construction Easement before construction
can begin.
4. In section 4.1.1, the City added language to allow the City Council to consider the capital and/or
financing from the senior center as a condition to approve the demolition and construction.
There are a few touch points in the lease that allow the City Council to continue making decisions about
this project. In section 4.1.1 there are approval steps the Sr. Ctr needs to complete. The Sr. Ctr has
presented to council and received approval for the the schematic design. The other touch points are for
the design development and construction documents. The Council will have the opportunity to review
these.
In addition this section also states, " Senior Center shall undertake no demolition, construction,
alteration, or changes ("Work") on or to the Property without the prior written consent of the City,
which shall be within the discretion of the City to withhold or deny. In applying its discretion, the City
shall consider, among other factors deemed relevant by the City Council, the extent to which the Senior
Center has secured sufficient capital and/or financing to complete the construction of the Building, the
construction of the other improvements of the property, and related financial obligations ( including
having an adequate contingency fund for the contemplated work), the intended uses of the Property as
described in Section 1.2 as well as the Property's functionality as a park." One of the measures the City
could use is their funding and potential financing plan. If the City Council is not confident that they have
raised enough, or they won't meet their goal, they can withhold consent.
The Senior Center did complete a feasibility study at the beginning of the project. They have also
updated this recently, and it is included in the Council packet.
The key decision points for the council are the following:
1. Whether you want to accept the proposed amendments to the long term lease. This will have
financial impact for the City.
2. The review and acceptance of the development and construction documents.
3. Final decision to give consent to demolish, construct, alter, or change the property.
Attachments include:
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1. Current ground lease.
2. Proposed ground lease redline version
3. Lease and Options final revisions clean version
3. Detail cost of SD estimates for the Frontage Improvements with VE.
4. Detail cost of SD estimates for the Parking Lot with VE
5. EWC Budget Summary
5. Detail cost of the SD estimates for the Waterfront Center with VE
6. City budget for full waterfront redevelopment project, including frontage and parking lot.
7. Building replacement feasibility for WC project.
8. Campaign Feasibility Study
9. Waterfront Center Campaign Update
10. Senior Center operational proforma 2018-2023.
Attachments:
Sr. Ctr-Op to Lease-Ground Lease
2018-09-17 Red line Lease and Option (00972494) Final Revisions 091618
2018-09-17 Lease and Option Final Revisions clean version
Edmonds Waterfront.Frontage Engineers estimate SD
Edmonds Waterfront.Parking Engineers Cost Estimate SD
EWC SD Budget Summary 9-13-18
EWC SD BCL 7-2-18
Waterfront Redevelopment and Sr Ctr parking lot draft budget
Building Replacement Feasibility Review FINAL
Campaign Feasibility Study FINAL
Campaign Update 9-11-18
EWC Operational Draft Pro forma 8-23-18
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Packet Pg. 5 Attachment: Sr. Ctr-Op to Lease-Ground Lease (Senior Center Lease Amendment Proposal)
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Packet Pg. 6 Attachment: Sr. Ctr-Op to Lease-Ground Lease (Senior Center Lease Amendment Proposal)
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Packet Pg. 7 Attachment: Sr. Ctr-Op to Lease-Ground Lease (Senior Center Lease Amendment Proposal)
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Packet Pg. 8 Attachment: Sr. Ctr-Op to Lease-Ground Lease (Senior Center Lease Amendment Proposal)
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Packet Pg. 9 Attachment: Sr. Ctr-Op to Lease-Ground Lease (Senior Center Lease Amendment Proposal)
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Packet Pg. 10 Attachment: Sr. Ctr-Op to Lease-Ground Lease (Senior Center Lease Amendment Proposal)
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Packet Pg. 11 Attachment: Sr. Ctr-Op to Lease-Ground Lease (Senior Center Lease Amendment Proposal)
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Packet Pg. 12 Attachment: Sr. Ctr-Op to Lease-Ground Lease (Senior Center Lease Amendment Proposal)
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Packet Pg. 13 Attachment: Sr. Ctr-Op to Lease-Ground Lease (Senior Center Lease Amendment Proposal)
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Packet Pg. 14 Attachment: Sr. Ctr-Op to Lease-Ground Lease (Senior Center Lease Amendment Proposal)
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Packet Pg. 15 Attachment: Sr. Ctr-Op to Lease-Ground Lease (Senior Center Lease Amendment Proposal)
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Packet Pg. 16 Attachment: Sr. Ctr-Op to Lease-Ground Lease (Senior Center Lease Amendment Proposal)
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Packet Pg. 17 Attachment: Sr. Ctr-Op to Lease-Ground Lease (Senior Center Lease Amendment Proposal)
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Packet Pg. 18 Attachment: Sr. Ctr-Op to Lease-Ground Lease (Senior Center Lease Amendment Proposal)
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Packet Pg. 19 Attachment: Sr. Ctr-Op to Lease-Ground Lease (Senior Center Lease Amendment Proposal)
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Packet Pg. 20 Attachment: Sr. Ctr-Op to Lease-Ground Lease (Senior Center Lease Amendment Proposal)
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Packet Pg. 21 Attachment: Sr. Ctr-Op to Lease-Ground Lease (Senior Center Lease Amendment Proposal)
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Packet Pg. 22 Attachment: Sr. Ctr-Op to Lease-Ground Lease (Senior Center Lease Amendment Proposal)
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Packet Pg. 23 Attachment: Sr. Ctr-Op to Lease-Ground Lease (Senior Center Lease Amendment Proposal)
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Packet Pg. 24 Attachment: Sr. Ctr-Op to Lease-Ground Lease (Senior Center Lease Amendment Proposal)
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Packet Pg. 25 Attachment: Sr. Ctr-Op to Lease-Ground Lease (Senior Center Lease Amendment Proposal)
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Packet Pg. 26 Attachment: Sr. Ctr-Op to Lease-Ground Lease (Senior Center Lease Amendment Proposal)
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Packet Pg. 27 Attachment: Sr. Ctr-Op to Lease-Ground Lease (Senior Center Lease Amendment Proposal)
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Packet Pg. 28 Attachment: Sr. Ctr-Op to Lease-Ground Lease (Senior Center Lease Amendment Proposal)
AMENDMENT TO
OPTION TO LEASE
THIS AMENDMENT TO OPTION TO LEASE (this "Option Amendment") is
made and entered into as of this ____ day of _________, 2018, by and between the CITY OF
EDMONDS, a municipal corporation organized under the laws of the State of Washington,
(the "City"), and the EDMONDS SENIOR CENTER, a non-profit corporation organized
under the laws of the State of Washington, (the "Optionee").
RECITALS
WHEREAS, the strong and enduring partnership of the City and the Senior Center
began in 1967 with the establishment of the Edmonds Senior Center on the present waterfront
site, enabling the City to acquire the Senior Center property in 1973; the parties’ collaboration
having resulted in the service to the seniors of Edmonds and the region with robust activities
and programs for the last 50 years.
WHEREAS, the City’s Strategic Action Plan of March 26, 2013, in Action 3a.1,
defines this strategic objective of “Develop a long-term solution for maintaining and updating
the Senior Center,” and gave the lead roles to the Senior Center and the City’s Parks,
Recreation, and Cultural Services Department, and by so doing authorized the Senior Center to
develop and implement the plan to construct the Edmonds Waterfront Center on the waterfront
site.
WHEREAS, on January 30, 2015, Optionee and the City entered into an Option To
Lease certain real property from the City for development and operation of a Senior Center
and related uses (the “Original Option To Lease”), which had lease terms and conditions
specified for a ground lease between the parties (the "Proposed Ground Lease"); and
WHEREAS, Optionee and the City currently have a lease for the Property whereby
the Optionee leases the Property and an existing building for a remaining term until 2020
together with two five-year extension periods (the "Current Lease").
WHEREAS, the Current Lease would have been superseded by the Proposed
Ground Lease which iswas the subject of the Option entered into by the parties.
WHEREAS, Tthrough this Option Amendment and appended Second Proposed
Ground Lease, Optionee and the City desire to modify certain terms and conditions of the
Original Option To Lease and the Proposed Ground Lease as well as the area of real property
that will be the subject of the Second Proposed Ground Lease and that would be exercised
through the Option.
WHEREAS, the revised legal description of the property that will be the subject of the
Second Proposed Ground Lease is attached hereto as Exhibit A (the “Property”) and the
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Packet Pg. 29 Attachment: 2018-09-17 Red line Lease and Option (00972494) Final Revisions 091618 (Senior Center Lease Amendment Proposal)
Second Proposed Ground Lease whichthat specifies the modified terms and conditions and is to
be entered into when the Option is exercised is attached hereto as Exhibit B.
NOW, THEREFORE, in consideration of the performance and observance of the terms,
covenants and conditions hereafter set forth, the parties hereto mutually agree as follows:
1. GRANT OF OPTION: Subject to the conditions set forth in this Amendment to
Option Amendment Lease, the City hereby grants to Optionee an Option To Lease the Property
("Option") for the Term (as defined in Section 2 below) and in accordance with the covenants
and conditions set forth in the Second Proposed Ground Lease.
2. OPTION TERM: Unless otherwise extended by written agreement of the parties,
the term ("Term") of this Option shall commence on __________, 2018 ("Commencement
Date") and shall expire at 5:00p.m. on __________, 20__; provided, however, Optionee,
in its sole and absolute discretion, may extend the dates for completion of the conditions
in Section 5 below and elsewhere herein and the Term of this Agreement by up to
Eighteen (18) Months, if Optionee has reached the fundraising thresholds specified in Section
5 below. Optionee may exercise its right to extend this Option following (i) written request
from Optionee to the City requesting such extension(s); and (ii) Optionee documenting in
writing that it has reached the fundraising threshold necessary for extension. Notwithstanding
any other provision of this Option, Optionee's right to exercise the Option and execute the
Lease will terminate and be of no further force and effect if the conditions set forth in this
Option are not timely satisfied, and the Option is not exercised, before the expiration of the
Term.
3. OPTIONEE'S PROJECT: Optionee's development is a non-profit community
resource center serving the needs of the local senior citizen population, including, without
limitation, operation of a thrift store and cafe along with programs serving poor, infirm
and otherwise vulnerable seniors. Optionee also understands that this facility is to be used
as a Community Center benefitting the whole community. Optionee and the City will have
defined terms for City use in the S e c o n d P r o p o s e d Ground Lease Agreement. The
Optionee may, from time to time, utilize portions of the property for revenue generating
events, including, but not limited to, weddings, dances, class reunions, holiday activities and
similar types of festivities.
4. OPTION AGREEMENT CONSIDERATION: Optionee shall pay to the City the
sum of Ten Dollars ($10.00) as consideration for this Amendment To Option To Lease (the
"Option consideration"). The Option consideration shall be paid to the City at the time
Optionee executes and delivers the Option To Lease.
5. CONDITIONS PRECEDENT: Optionee will have no right to exercise the Option
until it has commitments, through private donations, grants and other sources (not including
city funds), for $12,000,000.007,462,500 which is 75% of the projected cost of the new
center and parking lot.
2.1.b
Packet Pg. 30 Attachment: 2018-09-17 Red line Lease and Option (00972494) Final Revisions 091618 (Senior Center Lease Amendment Proposal)
6. EXERCISE OF OPTION: If, at any time before the expiration of the Term or
earlier termination of this Option, all of the conditions precedent to the exercise of the Option
set forth in this Amendment to Option Amendmentto Lease have been satisfied by the
dates specified herein, the City shall prepare the Second Proposed Ground Lease
negotiated and approved under the terms of this Option Amendment for execution, which
preparation shall include, but is not limited to, inserting the Commencement Date,
Termination Date, among other final details. Optionee may exercise the Option by delivering
to the City written notice of its election to do so, accompanied by properly executed copies
of the Second Proposed Ground Lease in duplicate, including the Lease Guaranty.
IN WITNESS WHEREOF, the parties hereto have executed this Lease Option
as of the date and the year first above written.
CITY OF EDMONDS
By:___________________________________
Printed Name: David O. Earling
EDMONDS SENIOR CENTER, a
non-profit corporation
By:__________________________
Printed Name: Farrell B. Fleming
Printed Title: Executive Director
Approved as to form:
CITY ATTORNEY
By:_____________________________
Printed Name: Jeff Taraday
Attest:
CITY OF EDMONDS CITY CLERK
By:__________________________
Printed Name: Scott Passey
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Packet Pg. 31 Attachment: 2018-09-17 Red line Lease and Option (00972494) Final Revisions 091618 (Senior Center Lease Amendment Proposal)
EXHIBIT A
Property Description Parcel Number 27032300104200 Property Address: 220 Railroad Ave., Edmonds, WA 98020-4133
Property Description
THAT PORTION OF GOVERNMENT LOT 2, IN SECTION 23, TOWNSHIP 27
NORTH, RANGE 3 EAST, W.M., IN SNOHOMISH COUNTY, WASHINGTON MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE WESTERLY LINE OF THE
GREAT NORTHERN RAILWAY RIGHT-OF-WAY WITH SOUTH LINE OF SAID
GOVERNMENT LOT 2; THENCE NORTH 42°35'13" EAST ALONG SAID RIGHT-
OF-WAY LINE A DISTANCE OF 150.00 FEET; THENCE AT RIGHT ANGLES TO
SAID RIGHT OF WAY LINE NORTH 47°24'47" WEST, A DISTANCE OF 78.73
FEET; THENCE NORTH 42°35'13"
EAST PARALLEL WITH SAID RIGHT OF WAY LINE, A DISTANCE OF 7.53 FEET TO
THE POINT OF BEGINNING; THENCE NORTH 42°51'01" EAST, A DISTANCE OF
81.04'; THENCE SOUTH 47°08'59" EAST, A DISTANCE OF 1.28 FEET; THENCE
NORTH 42°51'01" EAST, A DISTANCE OF 28.17 FEET; THENCE NORTH 47°08'59"
WEST, A DISTANCE OF 4.75 FEET; THENCE NORTH 42°51'01" EAST, A
DISTANCE OF 18.33 FEET; THENCE SOUTH 47°08'59" EAST, A DISTANCE OF 3.25
FEET; THENCE NORTH 42°51'01" EAST, A DISTANCE OF
23.17 FEET; THENCE NORTH 46°41'06" WEST, A DISTANCE OF 100.13 FEET;
THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 3.00'; THENCE SOUTH
47°08'59" EAST, A DISTANCE OF 2.00'; THENCE SOUTH 42°51'01" WEST, A
DISTANCE OF 11.07 FEET; THENCE NORTH 47°08'59" WEST, A DISTANCE OF
2.00 FEET; THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 3.00 FEET;
THENCE SOUTH 47°08'59" EAST, A DISTANCE OF 2.00 FEET; THENCE SOUTH
42°51'01" WEST, A DISTANCE OF 32.95 FEET; THENCE NORTH 47°08'59" WEST,
A DISTANCE OF 1.50 FEET; THENCE SOUTH 42°51'01" WEST, A DISTANCE OF
3.00 FEET; THENCE SOUTH 47°08'59" EAST, A DISTANCE OF 1.50 FEET;
THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 10.60 FEET; THENCE NORTH
47°08'59" WEST, A DISTANCE OF 1.50 FEET; THENCE SOUTH 42°51'01" WEST, A
DISTANCE OF 3.00 FEET; THENCE SOUTH 47°08'59" EAST, A DISTANCE OF
1.50 FEET; THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 10.60 FEET;
THENCE NORTH 47°08'59" WEST, A DISTANCE OF 1.50 FEET; THENCE SOUTH
42°51'01" WEST, A DISTANCE OF 3.00 FEET; THENCE SOUTH 47°08'59" EAST, A
DISTANCE OF 1.50 FEET; THENCE SOUTH 42°51'01" WEST, A DISTANCE OF
10.60 FEET; THENCE NORTH 47°08'59" WEST, A DISTANCE OF 1.50 FEET;
THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 3.00 FEET; THENCE SOUTH
47°08'59" EAST, A DISTANCE OF 1.50 FEET; THENCE SOUTH 42°51'01" WEST, A
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Packet Pg. 32 Attachment: 2018-09-17 Red line Lease and Option (00972494) Final Revisions 091618 (Senior Center Lease Amendment Proposal)
DISTANCE OF 21.35 FEET; THENCE SOUTH 47°08'59" EAST, A DISTANCE OF
1.56 FEET; THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 8.51 FEET;
THENCE NORTH 47°08'59" WEST, A DISTANCE OF 1.56 FEET; THENCE SOUTH
42°51'01" WEST, A DISTANCE OF 15.24 FEET; THENCE SOUTH 47°08'59" EAST, A
DISTANCE OF 28.25 FEET; THENCE SOUTH 42°51'01" WEST, A DISTANCE OF
12.58 FEET; THENCE SOUTH 47°08'59" EAST, A DISTANCE OF 70.11FEET TO
THE POINT OF BEGINNING
SITUATE IN THE COUNTY OF SNOHOMISH, STATE OF WASHINGTON .
SEC 23 TWP 27 RGE 03BEG MT W LN GN R/W WITH S LN GOVT
LOT 2
TH NELY ON SD R/W 450FT TH N49*00 OOW 95.67FT M.L TO
MEA LN TH S51*23 OOW ON SD MEA LN 288.33FT TPB TH N51
*23 OOE ALG MEA LN
288.33FT THN47*32 OOW 319.63FT TO INNER HARBOR LN TH
S45*00 OOW ON INNER HARBOR LN 250.13 FT TH S38*37 OOE
287.94FT TPB TGW FDT
- COM AAP ON W LN GN R/W AT INT WITH S LNGOVT LOT 2
TH NLY ALG W LN SD R/W 150FT TPB TH CONT NLY ALG SD
R/W 300FT TH NWLY AT R/A FR SD R/W TO MEA LN TH SWLY
ALG SD MEA LN TAP AT R/A FR TPB TH SELY TPB BOTH PER
WD 683-545 2/23/73
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Packet Pg. 33 Attachment: 2018-09-17 Red line Lease and Option (00972494) Final Revisions 091618 (Senior Center Lease Amendment Proposal)
Exhibit B
GROUND LEASE
BETWEEN THE CITY
OF EDMONDS AND
THE EDMONDS SENIOR CENTER
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Packet Pg. 34 Attachment: 2018-09-17 Red line Lease and Option (00972494) Final Revisions 091618 (Senior Center Lease Amendment Proposal)
TABLE OF CONTENTS
LIST OF EXHIBITS.....................................................................................................................ii
GROUND LEASE......................................................................................................................... 3
SECTION 1. AGREEMENT TO LEASE PROPERTY .......................................................... 3
SECTION 2. TERM..................................................................................................................... 4
SECTION 3. RENT ..................................................................................................................... 4
SECTION 4. SENIOR CENTER'S OTHER OBLIGATIONS. ............................................... 5
SECTION 5. CITY AUTHORITY AND OBLIGATIONS...................................................... 7
SECTION 6. INDEMNITY, INSURANCE ............................................................................... 9
SECTION 7. DEFAULT. ........................................................................................................... 12
SECTION 8. REPRESENTATIONS ....................................................................................... 13
SECTION 9. GENERAL PROVISIONS................................................................................. 14
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Packet Pg. 35 Attachment: 2018-09-17 Red line Lease and Option (00972494) Final Revisions 091618 (Senior Center Lease Amendment Proposal)
LIST OF EXIDBITS
EXHIBIT A Property Description
EXHIBIT B Easement For Parking Lot Rights
EXHIBIT C Easement For Access and Utilities Rights
EXHIBIT D Temporary Easement For Construction
Commented [1]: See discussion at Section 1.1.1
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Packet Pg. 36 Attachment: 2018-09-17 Red line Lease and Option (00972494) Final Revisions 091618 (Senior Center Lease Amendment Proposal)
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BNC\16830\0002\00764457.VI
GROUND LEASE
BETWEEN THE CITY OF EDMONDS
AND THE /EDMONDS SENIOR CENTER THIS GROUND LEASE (this "Lease"), effective the ____day of _________, 201_
("Effective Date") is between THE CITY OF EDMONDS, a municipal corporation of the State
of Washington (the "City") and THE EDMONDS SENIOR CENTER, a nonprofit corporation
under the laws of the State of Washington (the "Senior Center").
WHEREAS, the City and the Senior Center entered into a Lease dated December 1,
2008 (the “2008 Lease”), the Term of which was scheduled to expire in 2020 unless extended by
one or both of the two five-year extensions in that Lease (the 2008 Lease).
WHEREAS, the 2008 Lease encompasses the same a portion of the real property as ofthat
is subject to this Lease and the parties intend that this Lease supersede the 2008 Lease.
The parties, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and intending to be legally bound by the terms and conditions of this
Lease, agree as follows:
SECTION 1. AGREEMENT TO LEASE
PROPERTY
1.1 Agreement to Lease and Description of Property. The City hereby leases to the
Senior Center and the Senior Center leases from the City that certain real property described and
shown on Exhibit A attached hereto together with all improvements located thereon or to be
located thereon (the "Property"). The Property is the ____ square foot area upon which the Senior
Center is to construct its Edmonds Waterfront Center Building (the “Building”), and consistings of
2.63____ sq.ft. As used in this Lease, the term "Improvements" shall mean all buildings,
driveways, infrastructure improvements, utilities, paved or unpaved parking areas (collectively
"Parking Lot"), landscaping and any other enhancements located on the Property or to be located
on the Property during the term of this Lease and made to the Property by the Senior Center.
1.1.1 Easement For Parking Rights. During the term of this Lease, Senior Center
shall have a non-exclusive easement for a term of years over and acrossan easement over and
acrossthe nonexclusive right to use the real property legally described in and on the terms and
conditions set forth in Exhibit B (the “Parking Lot EasementRights”) for ingress, egress and
parking for the Property.
1.1.2 Easement For Access and Utilities Rights. During the term of this Lease,
Senior Center shall have a non-exclusive easement for a term of years over, under and acrossan
easement over, under and acrossthe nonexclusive right to use the real property legally described in
and on the terms and conditions set forth in Exhibit C (the “Access and Utility
EasementRights””) to allow access for people, vehicles and utilities to and from the Property.
Commented [jt2]: I'm not sure that we need this
anymore.
Commented [3]: Jeff: Not sure if this is what the City will
want for this? Thoughts?
Commented [4]: An easement is a typically a permanent
interest in land unless expressly described as a temporary
easement. But most temporary easements don’t extend
beyond a year or two, usually for construction. So, this
interest should probably be described as something other
than an easement. Why can’t this interest just be described
as rights under the lease to park in the adjoining lot?
Commented [5]: The parking and access rights should be
coextensive with the lease term which is also necessary for
the building permit. Thus, an easement is appropriate.
Whether the easement is recorded is up to the parties.
Commented [6]: Same comment as above. It could be a
semantics issue whether one calls it an easement or not.
Commented [7]: The utility purveyors will want an
easement.
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Packet Pg. 37 Attachment: 2018-09-17 Red line Lease and Option (00972494) Final Revisions 091618 (Senior Center Lease Amendment Proposal)
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BNC\16830\0002\00764457.VI
1.1.3 Temporary Easement For Construction. Senior Center shall have a
temporary easement over, under and across the real property legally described in and on the terms
and conditions set forth in Exhibit D (the “Temporary Construction Easement”) to allow for
construction activities to occur during the buildingconstruction of the Edmonds Waterfront Center
Building and ancillary facilities.
1.2 Use of the Property.
1.2.1 Allowed Uses of the Property by the Senior Center. Except as
otherwise provided herein, the Senior Center shall use the Property for the purpose of
buildingconstructing, maintaining, and operating a non- profit community resource center (to be
known as the “Edmonds Waterfront Center” or “Edmonds Waterfront Center Building” or
“Edmonds Waterfront Center Improvements”) serving the needs of the local population, in
particular, poor, infirm and otherwise vulnerable seniors and other members of the community.
1.2.1.1 Notwithstanding the foregoing, the Senior Center may from time to
time utilize portions of the Property for revenue-generating activities including, but not limited
to, rentals, events and the operation of a thrift store and cafe, provided that all revenues
generated therefrom are utilized by the Senior Center exclusively for the purposes set forth in
Section 1.2.1, above.
1.2.2 Allowed Uses of the Property by the City. The City of Edmonds shall
be given access to the Edmonds Waterfront Center bBuilding so it may offer recreational and other
programs to the public. The Except for the thrift shop and café areas, the City will be allowed
first-priority use of the Building Monday through Thursday, 4:00pm -– close. The Senior Center
shall have first-priority use of the Building at all other times, and other times as mutually agreed upon
with the Lessee. The City and Senior Center agree to meet on a regular on-going basis (at least
quarterly) to review their respective program schedules and determine whether there is any
unprogrammed (surplus) time after accounting for each party's program needs during that party's
first-priority time periods. At these meetings each party shall offer its remaining unprogrammed
first-priority time slots to the other party for use by the other party. Senior Center acknowledges that
the grounds surrounding the building Property are a public park and shall remain open to the public
subject to the City's reasonable regulations relate to uses, hours, etc.
1.2.3 The City is not responsible for repair and/or maintenance of the
Building; provided, however, as part of the City's allowed use of the Building, the City may be
charged for mutually agreed upon costs directly associated with its use of the Building (i.e. utilities,
site monitor, cleaning, etc.).
SECTION 2. TERM
2.1 Initial Term. The term of this Lease ("Lease Term") shall extend for a period of
Forty (40) years commencing on ______, 201_, and terminating on ________, 20_, subject to the
right of the Senior Center to extend the Lease Term as provided herein.
Commented [A8]: The Sr. ctr is working on a meets and
bounds for the legal description of the footprint.
Commented [A9]: Jeff: Can you and Brad Cattle figure
out this language for 1.1.1, 1.1.2, 1.1.3? Myself and Farrell
will defer to your legal guidance on this.
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2.2 Extension Term. The Lease Term may be extended by the Senior Center for an
additional period of Fifteen (15) years
2.2.1 Conditions of Extension. In order for the Senior Center to extend the
Lease Term, it shall (i) not be in material default at the time of providing Notice of its Lease
Extension and thereafter; (ii) it shall provide written Notice of its Lease Extension at least one
hundred eighty (180) days prior to the Termination of the Lease Term.
2.2.2 Process for Extension. No sooner than three hundred sixty-five (365) days
and no later than one hundred eighty (180) days prior to the expiration of the Lease Term, Senior
Center shall provide written notice of its intention to exercise the Extension Term. The City and
Senior Center shall meet no later than one hundred twenty (120) days prior to the expiration of
the Lease Term to confirm the Extension Term, discuss any matters pertaining thereto and sign a
Lease Addendum incorporating the Extension Term and any mutually acceptable matters
pertaining to the Extension Term.
SECTION 3. RENT
3.1 Rent. In consideration for the use of the Property as specified in this Lease, the
Senior Center shall pay to the City a total payment of Ten Dollars ($10.00) per year, and such
sum shall be paid within ten (10) days from the date of execution of this Lease and within ten
(10) days following January 1st of each calendar year of each year during the Term of this Lease.
The parties mutually agree and acknowledge that the Senior Center's operation of the Senior
Center upon the Property effectuates a fundamental government purpose and public benefit such
as to obviate the necessity of additional rental payment compensation. Furthermore, because the
Senior Center's mission is to enrich the social, physical, and intellectual wellbeing of seniors, the
City is able to lease this property to the Senior Center for less than fair market value under the
poor and infirm exception to the constitutional (Article 8, Section 7) prohibition on gifting or
loaning of public funds.
SECTION 4. SENIOR CENTER'S OTHER OBLIGATIONS
4.1 Construction of Improvements. The Senior Center and City are, through this Lease,
undertaking respective obligations to design, construct and maintain various improvements,
which improvements will be jointly used as described in this Lease and its attached
exhibits. Unless expressly stated otherwise, the Senior Center shall be obligated to design,
construct, and maintain, at its sole expense, the Building and all other improvements that
are to be located on the Property. Unless expressly stated otherwise, as, for example, in
Section 4.4, the City shall be obligated to design, construct, and maintain, at its sole
expense, the parking lot, frontage improvements, and all other improvements contemplated
herein that are not to be located on the Property. These respective obligations are described
in more detail below.
4.1.1 City Approval and Ownership. Senior Center shall undertake no
demolition, construction, remodeling, alteration, or changes ("Work") on or to the Property
without the prior written consent of the City, which shall be within the discretion of the City to
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withhold or deny. In applying its discretion, the City shall consider, among other factors
deemed relevant by the City Council, the extent to which the Senior Center has secured sufficient
capital and/or financing to complete the construction of the Building, the construction of other
improvements to the Property, and related financial obligations (including having an adequate
contingency fund for the contemplated Work ), the intended uses of the Property as described
in Section 1.2, as well as the Property's functionality as aimpacts upon the adjacent park. The
consent contemplated in this subsection 4.1.1 is separate and apart from the City's regulatory
authority and the discretion to withhold or deny approval under this subsection 4.1.1 is not
limited in the same way that the City's regulatory discretion is limited. In addition to the
need to obtain the consent required above, prior to commencing any
Work on the Property, Senior Center shall also obtain a temporary
construction easement from the City to the extent that any portion of
the City ’s other property (outside the boundaries of the Property) will
need to be used for construction purposes related to the Work . The
temporary construction easement shall address, among other factors,
the means, methods, and timing for coordinating the Senior Center ’s
Work with the City’s Work, if the City has a contemporaneous
construction project, as it will during the construction of the
Building. Any deviation from approved plans must also be approved, in writing, by the
City. Improvements constructed by the Senior Center during the term of this Lease shall be
considered the Senior Center's property until the date this Lease is terminated. Upon
termination of the Lease Term, together with Extension, if applicable, all improvements
located on the Property shall become the property of the City, excepting trade fixtures, which may
be removed by Senior Center at its option. The Senior Center will bring forth the schematic
design of the facility, including its footprint on the Property, to the City Council for approval.
The City Council will consider and may opt to hold one or more public hearings on the
schematic design prior to taking action. The Senior Center agrees not to proceed with the design
development phase of the design process until the schematic design of the facility, including its
footprint on the Property, is approved by the City Council. The Senior Center will also bring
forth the design development phase drawings of the facility to the City Council for approval. The
Senior Center agrees not to proceed with the construction document phase of the design process
until the drawings from the design development phase have been approved by the City Council.
Any proposed substantive design changes that are inconsistent with a previous design
approval (schematic or design development), including proposed changes to the facility's
footprint on the Property, shall also be subject of City Council approval and shall be returned
to the City Council as soon as practicable and not be deferred until the approval of the next
phase. In the event there are any disputes that arise concerning decisions made by the City under
this Section 4.1.1, those disputes shall be subject to the dispute resolution provisions in Section
9.18.
4.1.2 Permits. Once approvals have been given by the City under 4.1.1, above,
no Work may commence until Senior Center obtains and delivers to the City copies of all
necessary governmental permits. Senior Center must also supply the City with a copy of any
occupancy permit required and any certification required by the fire marshal, prior to Senior
Center's occupancy of the Property.
4.1.3 Construction Schedule. Construction Work must be completed within the
Formatted: Not Expanded by / Condensed by
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earlier of two (2) years of the receipt of consent to perform the Work obtained under Section
4.1.1 or three (3) years of the Commencement Date of this Lease. If construction is begun
within one (1) year of the receipt of consent and diligently performed thereafter, the City will
grant Senior Center a one (1) year extension to complete construction, if needed, so long as
Senior Center notifies the City of its need for additional time at least thirty (30) days in advance
of the completion deadline. Failure to complete construction within the specified time shall be
an event of Default under Section 7.1 unless any delay in construction occurred as a result of
failure by the City to allow Senior Center's construction to commence in a timely manner in
which case, the Senior Center shall be given a commensurate amount of time for completion of
construction. All Work done on the Property at any time during the term of this Lease must be
done in a good workman-like manner and in accordance with all applicable laws and all
building, land use, and other permit requirements. All Work shall be done with reasonable
dispatch. If requested by the City, within thirty (30) days after the completion of any Work,
Senior Center shall deliver to the City complete and fully detailed as-built drawings of the
completed Work, in both electronic and paper forms, prepared by an architect licensed by the
State of Washington. All landscaping shall be designed by a landscape architect licensed in the
State of Washington.
4.2 Maintenance. At all times during the Lease Term and any Extension Term,
Senior Center shall reasonably keep and maintain the SeniorEdmonds Waterfront Center
Improvements the Building and other improvements located on the Property in good repair and
operating condition and shall make all necessary and appropriate preventive maintenance, repairs,
and replacements. On each fifth anniversary of this Lease (meaning every five years), the
City and Senior Center shall conduct a thorough inspection of the SeniorEdmonds Waterfront
Center ImprovementsBuilding and other improvements on the Property and City shall inform
Senior Center of any needed repairs, maintenance or clean-up to be done in order to maintain the
quality of any SeniorEdmonds Waterfront Center Building and other iImprovements to the
Property, reasonable wear and tear excepted. Such repairs, maintenance and clean-up shall be
done with reasonable dispatch at the sole cost of the Senior Center. Prior to entering into any
Extension Term of this Lease such an inspection will also be required and all reasonable repairs
and maintenance needed to be done must be done to the Improvements Building and other
improvements before an Extension Term of the Lease commences.
4.3 No Liens. Senior Center agrees to pay, when due, all sums for labor, services,
materials, supplies, utilities, furnishings, machinery, or equipment which have been provided to
the Property. If any lien is filed against the Work which Senior Center wishes to protest, then
Senior Center shall immediately deposit cash with the City, or procure a bond acceptable to the
City, in an amount sufficient to cover the cost of removing the lien from the Work. Failure to
remove the lien or furnish the cash or bond acceptable to the City within thirty (30) days shall
constitute an Event of Default under this Lease and the City shall automatically have the right,
but not the obligation, to pay the lien in full with no notice to Senior Center and Senior Center
shall immediately reimburse the City for any sums so paid to remove any such lien. Senior
Center shall not encumber the Property or any Improvements thereon without prior written
approval of the City. Senior Center shall obtain a performance bond in the full amount of the
contract it has signed with its contractor to complete the facility and provide such performance
bond to the city prior to demolition of the existing facility. The performance bond shall ensure
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that the construction of the facility is completed and that all workers, contractors, subcontractors,
and suppliers will be paid.
4.4 Utilities and Services. Senior Center must make arrangements for all utilities and shall promptly pay all utility charges before they become delinquent. Senior Center is
solely responsible for verifying the existence, location, capacity and availability of all utilities it
may need for Senior Center's planned use of the Property. Notwithstanding Section 4.1,
Senior Center shall be solely responsible for the cost of designing, constructing and
extending any existing necessary utility lines from the right of way or adjacent
properties into the Property even though much of this work will occur outside of the Property. ; the Property, as made available to Senior Center by the City, shall include utility
access for water, sewer, electrical power and telephone to the edge (back of curb) of the
Property. Senior Center shall be solely responsible for meeting and securing all permits and for
meeting all requirements necessary to achieve all of the above, including the payment of any
required permit fees and/or connection fees. If the parties cannot agree upon terms for the means, methods, and timing related to the construction of the utilities described above, or if any conflict
arises during construction, the City shall have the right to have its contractor construct the Senior
Center’s utilities, or any portion thereof. If the City elects to undertake such construction, it will
still be done at the Senior Center’s sole cost and invoices for such construction shall be paid
within no later than 30 days of receipt.
4.5 Signs. Any signs erected by Senior Center must comply with all local sign
ordinances. To the extent that any signs for the Edmonds Waterfront Center will be located
outside of the Property, e.g., on the parking lot property, Senior Center must obtain permission
from the City as to the location of such signs. Senior Center shall remove all signs and sign
hardware upon termination of this Lease and restore the sign location(s) to its (their) former
state(s), unless the City elects to retain all or any portion(s) of the signage. Signage
requirements may reasonably change during the term and, to maintain uniformity and
continuity, Senior Center will comply with any new sign code requirements within a reasonable
time after the adoption of such new requirements.
SECTION 5. CITY AUTHORITY AND OBLIGATIONS
5.1 Delivery of Property. Senior Center shall have the right to possession of the
Property as of the Commencement Date. In the event the City shall permit Senior Center to
occupy the Property prior to the Commencement Date, such occupancy shall be subject to all
provisions of this Lease. Early or delayed possession shall not advance or defer the Expiration
Date of this Lease.
5.2 Quiet Enjoyment. Subject to Senior Center performing all of Senior Center's
obligations under this Lease and subject to the City's rights under this Lease and its rights of
condemnation under Washington law, Senior Center's possession of th e Property will
otherwise not be disturbed by the City. Any sublease shall be subject to prior approval by the
City and if approval is granted this quiet enjoyment provision shall apply to senior center's sub
lessees.
5.3 Condition of Property. The City makes no warranties or representations
regarding the condition of the Property, including, without limitation, the suitability of the
Commented [jt12]: Does it make sense for SC to pay City
to build SC's utilties?
Commented [13]: This sentence was retyped to correct
the spacing between the letters; the text was not changed.
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Property for Senior Center's intended uses or, the availability of accessible utilities or roadways
needed for Senior Center's intended purposes. Senior Center has inspected the Property,
conducted its own feasibility and due diligence analysis, and, as of the date its environmental
audit is completed and the report provided to Senior Center or Senior Center's commencement
of construction, whichever occurs first, Senior Center accepts the Property in "AS IS" condition,
upon taking possession.
5.4 Parking Lot and Frontage Improvements Design, Construction and Repair
Obligations.
5.4.1 Parking Lot and Frontage Improvements Design. The City and Senior
Center shall work together to design a Parking Lot and Frontage Improvements that meets the
requirements for the shared use by the Senior Center'sEdmonds Waterfront Center Building as
well as and the City's Regional Park facilities. The parties anticipate that the Parking Lot will
have one hundred (I 00) parking spaces but the final number shall be determined by a parking
study undertaken, if needed, by the City and Senior Center, jointly. The parking study shall
specifically consider the needs of the Senior Center and the City's Regional Park designation for
the Property. The total number of parking spaces incorporated into the design for the Parking Lot
shall accommodate as closely as possible the anticipated parking demands for the Senior Center
PropertyEdmonds Waterfront Center Building activities and the City's Regional Park activities.
The Parking Lot and the Frontage Improvements design shall incorporate all aspects necessary
for construction of the Edmonds Waterfront Center Building and the parking lot itself including,
without limitation, storm drainage, and shall be developed and permitted in coordination with the
Senior Center/Community Center facilityEdmonds Waterfront Center Building, including but not
limited to the schematic design and design development approval process set forth in Section 4.1,
above. The pParking lLot and fFrontage iImprovements shall include the complete parking area,
the North, East, and West areas around the footprint of the Waterfront Center, and the frontage of
the property, including sidewalk, curb, gutter, and storm drainagebe located outside the boundaries
of the Property on the City’s abutting property. The costs of planning and design of the Parking
Lot and Frontage Improvements shall be paid by the City.
5.4.2 Parking Lot and Frontage Improvements Construction. The City shall
design, permit, solicitprocure and engage a general contractor andand Senior Center shall share
equally inpay the cost of construction of the Parking Lot and Frontage Improvements
onadjacent to and which serves the Property and the City’s regional park according to the design
plans as provided to Senior Center in Section 5.4.1, above. The Senior Center's contractor shall
build the Parking Lot as part of Senior Center's construction of its Building and related
improvements, with the City shall pay its share. The Parking Lot and Frontage Improvements
must be constructed in coordination with Senior Center's construction of the Edmonds
Waterfront Center Building so that it is substantially complete before the Building and related
improvements are occupied. Except as specified herein, the City shall have no responsibility
for the repair or maintenance of the Property Parking Lot or for construction of any roadways,
utilities or any other improvements on or off of the PropertyParking Lot property. Should the City
of its own accord undertake any repair or maintenance work on the Property Parking Lot property itself, the City shall take reasonable steps to do so in a manner that does not interfere with Senior Center's use of the Property or create a constructive eviction or other eviction of the Senior Center. Any repair on the Property or the Parking Lot property outside of that described in Section 5.4.3, below, shall be the Senior Center's responsibility and shall be made at the Senior Center's sole expense.
5.4.3 Parking Lot and Frontage Improvements Maintenance and Repair. The
Commented [14]: Gives the full cost to the City.
Commented [A15]: The Sr. Ctr and our consultant for the
parking lot are working on a site layout, timing, and
logistics. This could be an attachment referenced in this
section.
Commented [16]: These edits seemed appropriate in light
of the new definition of Property. Let me know what you
think. Or should this be deleted?
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City and the Senior Center shall have full share equal responsibility for repair, maintenance and any capital improvements required
for the Parking Lot and Frontage Improvements after its initial construction. The City and Senior Center shall
undertake regular inspections of the Parking Lot and Frontage Improvements consistent for a
property of that type and implement necessary and appropriate maintenance activities at
reasonable intervals to keep the Parking Lot and Frontage Improvements in good condition.
When capital renovations are required to restore the Parking Lot and/or Frontage Improvements
to good condition during the Lease Term, the City and Senior Center shall undertake such capital improvements.
5.4.4 Beach Restoration and Walkway. The City has other areas of its Rregional
Ppark that are located adjacent to the Property. Two of these other areas are the City Bbeach and
the City Wwalkway. The City is undertaking a beach restoration project for its City
BeachRregional Park area and it shall complete that restoration project, and walkway completion
and pay the cost thereof. The City shall also complete the design, permitting, construction of and
payment for the City Wwalkway project in and around the Edmonds Waterfront Center
Buildingadjacent to the Property, its grounds and any other ancillary facilitiescontemplated
improvements not located on the Property.
5.4.5 Senior Center's Location within Regional Park Grounds and Park
Maintenance Responsibility. The Property is owned by the City and a p o r t i o n o f i t
has been designated asi s a d j a c e n t t o a City-owned regional park. The City shall
define maintenance standards and intervals for the grounds surrounding the Senior
Centeradjacent to the Property, including landscaping, irrigation, and general refuse removal (not
inclusive of the garbage utility from the Senior Center facility on the Property). This park area
will be within the limited control of the City. The Senior Center acknowledges that, as a public
park, the grounds surrounding the facilityadjacent to the Property may likely constitute a public
forum for First Amendment purposes and that there may be circumstances in which the City
may need to allow constitutionally protected activity to occur on the site adjacent to the
Property. Such circumstances shall not constitute a constructive eviction of the Senior Center
and may not be grounds for damages to be paid from the City to the Senior Center. The Senior
Center may not exclude the public from the park grounds, or any other area outside the Property,
unless it has obtained the applicable event permit or reservation from the City.
The City is not responsible for repair and/or maintenance of the Building; provided,
however, as part of the City's allowed use of the Building, the City may be charged for mutually
agreed upon costs directly associated with its use of the Building (i.e. utilities, site monitor,
cleaning, etc.).
SECTION 6. INDEMNITY, INSURANCE
6.1 General Indemnity. Upon the Commencement Date of this Lease, the Senior
Center agrees to defend (using legal counsel reasonably acceptable to the City), indemnify, and
hold the City harmless from and against any and all actual or alleged claims, suits, actions, or
liabilities for injury or death of any person, or for loss or damage to property, damages,
expenses, costs, fees (including, but not limited to, attorney, accountant, paralegal, expert, and
escrow fees), fines, and/or penalties, (collectively "Costs"), which may be imposed upon or
claimed against the City, and which, in whole or in part, directly or indirectly, arise from or are
in any way connected with Senior Center's use of the PremisesProperty or the Parking Lot, or
Commented [17]: Wouldn’t it be easier to carve the park
portion out of the definition of the Property, like we have
with the parking lot portion?
Commented [18]: Would it make sense to create a legal
description just of the property for the building?
The sr. ctr is working on the legal description
Commented [A19]: This gives the Sr. ctr the ability to
reserve the wedding lawn.
Formatted: Font color: Custom Color(RGB(56,56,56))
Formatted: Left, Indent: Left: 0", First line: 0.5", Right:
0", Line spacing: single, Tab stops: 1.19", Left
Formatted: Font color: Custom Color(RGB(54,54,54))
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from the conduct of Senior Center's business, or from any activity, work or thing done,
permitted, or suffered by Senior Center in or about the PremisesProperty or the Parking Lot,
except only such injury or damage as shall have been occasioned by the sole negligence of
the City including: Any act, omission or negligence of the Senior Center, its Sub lessees, or its
event space renters; any use, occupation, management or control of the PropertyProperty or the
Parking Lot by the Senior Center; any condition created in, on or about the PropertyProperty or
the Parking Lot by Senior Center, an agent, sub lessee, or event space renter, including any
accident, injury or damage occurring in, on or about the PropertyProperty or the Parking Lot after
the Effective Date; any breach, violation, or nonperformance of any of Senior Center's obligations
under this Lease by Senior Center, its Sub lessees, or event space renters; any damage caused by
Senior Center, its Sub lessees, or event space renters on or to the PropertyProperty or the
Parking Lot. The Senior Center's obligations and liabilities hereunder shall commence on the
Effective Date of this Lease, if earlier than the Commencement Date and if caused by the
activities of the Senior Center or its agents or invitees on the PropertyProperty or the Parking Lot.
As used herein, the indemnification provided by the Senior Center is intended to include
indemnification for the actions of the Senior Center and its employees and other agents and
all of the Senior Center's Sub lessees, event space renters and all of their respective employees
and other agents. The Senior Center's obligations to indemnify, defend and hold harmless the
City hereunder include indemnification of the employees, agents and elected officials of the City.
6.2 Insurance Requirements. The Senior Center shall procure and maintain for the
duration of the Lease insurance against claims for injuries to persons or damage to property
which may arise from or in connection with the Senior Center's operation and use of the leased
PremisesPropertyProperty or the Parking Lot. LesseeSenior Center's maintenance of insurance
as required by the Lease shall not be construed to limit the liability of the LesseeSenior Center to
the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy
available at law or in equity. The amounts listed indicate only the minimum amounts of insurance
coverage the City is willing to accept to help insure full performance of all terms and conditions
of this Lease. All insurance required by Senior Center under this Lease shall meet the following
minimum requirements:
6.2.1 Certificates: Notice of Cancellation. On or before the Commencement
Date, Senior Center shall furnish the City with original certificates and a copy of any
amendatory endorsements, including but not necessarily limited to the additional insured
endorsement, evidencing the existence of all insurance required under Section 6.3. Thereafter,
the City must receive notice of the expiration or renewal of any policy at least thirty (30) days
prior to the expiration or cancellation of any insurance policy, PROVIDED THAT the Senior
Center shall provide the City with written notice of any policy expiration or cancellation, within
two business days of its receipt of such notice. No insurance policy may be canceled, revised,
terminated or allowed to lapse without at least thirty (30) days prior written notice being given to
the City. Insurance must be maintained without any lapse in coverage during the entire Lease
Term and any Extension Term. Insurance shall not be canceled without City consent. The City
shall also be given copies of Senior Center's policies of insurance, upon request.
6.2.2 Additional Insured. The City shall be named as an additional insured in
each required policy using ISO Additional Insured-Managers or Lessors of Premises Form CG
20 11 or a substitute endorsement providing equivalent coverage and, for purposes of damage to
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the PropertyProperty or the Parking Lot, as a loss payee to the extent of its interest therein. Such
insurance shall not be invalidated by any act, neglect or breach of contract by Senior Center
and shall not in any way be construed by the carrier to make the City liable for payment of
any of Senior Center's insurance premiums.
6.2.3 Primary Coverage. The required policies are to contain or be endorsed to
contain that they shall be primary insurance as respect the City. Any Insurance, self-insurance,
or insurance pool coverage maintained by the City shall be excess of the Senior Center's
insurance and shall not contribute with it.
6.2.4 Company Ratings. All policies of insurance must be written by
companies having an A.M. Best rating of not less than A: VII. The City may, upon thirty (30)
days written notice to Senior Center, require Senior Center to change any carrier whose rating
drops below such rating.
6.3 Required Insurance. At all times during this Lease, Senior Center shall provide and maintain the following types of coverage:
6.3.1 Commercial General Liability Insurance. Senior Center shall maintain an
occurrence form commercial general liability policy (including coverage for broad form
contractual liability; and personal injury liability) for the protection of Senior Center and the
City, insuring Senior Center and the City against liability for damages because of personal
injury, bodily injury, death, or damage to property, including loss of use thereof, and occurring
on or in any way related to the PropertyProperty or the Parking Lot or occasioned by reason
of the operations of Senior Center. Such coverage shall name the City as an additional
insured using ISO Additional Insured-Managers or Lessors of Premises Form CG 20 11 or a
substitute endorsement providing equivalent coverage. Commercial General Liability insurance
shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general
aggregate. Commercial General Liability insurance shall be written on Insurance Services
Office (ISO) occurrence form CG 00 01 and shall cover premises and contractual liability.
6.3.2 Property Insurance. Senior Center shall maintain, in full force and effect
during the Lease Term, "All Risk" property insurance covering all buildings, fixtures, equipment,
and all other Improvements located on the PropertyProperty or the Parking Lot. Coverage shall
be in an amount equal to One Hundred Percent (100%) of the new replacement value thereof with
no coinsurance provisions. Such insurance shall name the City as an additional insured and loss
payee as to its full interest in the insured property and shall include the insurer's waiver of
subrogation in accordance with Section 6.4.
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6.3.3 Automobile Liability Insurance. Senior Center shall maintain for all of
Senior Center's employees who are present on the PropertyProperty or the Parking Lot or are
involved in the operations conducted on the PropertyProperty or the Parking Lot an occurrence
form automobile liability policy insuring Senior Center and the City against liability for damage
because of bodily injury, death, or damage to property, including loss of use thereof, and
occurring in any way related to the use, loading or unloading of Senior Center's owned, hired,
leased and non-owned vehicles on and around the PropertyProperty or the Parking Lot. Such
insurance shall name the City as an additional insured. Coverage shall be in an amount of not
less than Two Million Dollars ($2,000,000) combined single limit per occurrence.
6.3.4 Workers' Compensation Insurance. Senior Center shall maintain in force
Workers' Compensation insurance for all of Senior Center's employees who are present on the
PropertyProperty or the Parking Lot or are involved in the operations conducted on the
PropertyProperty or the Parking Lot, including coverage for Employer's Liability. In lieu of
such insurance, Senior Center may maintain a self-insurance program meeting the
requirements of the State of Washington and a policy of Excess Workers' Compensation with a
limit of at least One Million Dollars ($1,000,000) per accident above the self-insured retention.
Senior Center has indicated that none of its employees will be on the PropertyProperty or the
Parking Lot since Senior Center intends to hire a management company to oversee the
PropertyProperty or the Parking Lot. In that case, Senior Center shall be responsible to require
that its management company provides workers' compensation insurance for its employees on
the PropertyProperty or the Parking Lot and Senior Center shall fully defend and indemnify the
City against any workers' compensation claim.
6.3.5 Builder's Risk. Senior Center shall maintain, in full force and effect
during construction of Senior Center's facility described in this Lease, Builders Risk insurance
covering interests of the Senior Center, the City, the Contractor, Subcontractors, and Sub-
subcontractors in the work. Builders Risk insurance shall be on a all-risk policy form and shall
insure against the perils of fire and extended coverage and physical loss or damage including
flood, earthquake, theft, vandalism, malicious mischief, collapse, temporary buildings and debris
removal. Coverage shall include: 1) formwork in place; 2) all materials and equipment on the
PropertyProperty or the Parking Lot; 3) all structures including temporary structures; and 4) all
supplies related to the Work being performed. The insurance required hereunder shall have a
deductible of not more than Five Thousand Dollars ($5,000), which will be the responsibility
of the Contractor. Higher deductibles for flood and earthquake perils may be accepted by the
City upon written request by the Contractor and written acceptance by the City. Any increased
deductibles accepted by the City will remain the responsibility of the Contractor. The Builders
Risk insurance shall be maintained until final acceptance of the work.
6.4 Waiver of Subrogation. Senior Center and City hereby release and discharge
each other from all claims, losses and liabilities arising from or caused by any hazard covered by
property insurance on or in connection with the premises or said facility. This release shall
apply only to the extent that such claim, loss or liability is covered by insurance.
6.5 Periodic Review. The City shall have the right to periodically review the limits
and terms of insurance coverage. In the event the City determines that such limits, and/or terms
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should be changed, the City will give Senior Center a minimum of thirty (30) days' notice of
such determination and Senior Center shall modify its coverage to comply with the new
insurance requirements of the City. The City agrees that it shall be reasonable in any coverage
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change required, and that such change will be in accordance with standard market requirements
for senior center facilities or similar activity centers. Senior Center shall also provide the City
with proof of such compliance by giving the City an updated certificate of insurance within
thirty (30) days.
6.6 Failure to Maintain Insurance. Failure on the part of the Senior Center to
maintain the insurance as required shall constitute a material breach of lease, upon which the
City may, after giving five business days' notice to the Senior Center to correct the breach,
terminate the Lease or, at its discretion, procure or renew such insurance and pay any and all
premiums in connection therewith, with any sums so expended to be repaid to the City on
demand.
SECTION7. DEFAULT
7.1 Senior Center Default.
7.1.1 The occurrence of any one or more of the following shall constitute a
material default and breach of this Lease by the Senior Center:
7.1.1.1 Vacating the Property. The vacating or abandonment of the
Property by the Senior Center for more than thirty (30) days.
7.1.1.2 Failure to Pay Rent. The failure by the Senior Center to make any
payment of rent or any other payment required to be made by the Senior Center under this Lease,
as and when due, where such failure shall continue for a period of thirty (30) days after written
notice thereof by the City to the Senior Center.
7.1.1.3 Unpermitted Use of the Property. The use of the Property for any
purpose not authorized by Section 1.2.1 of this Lease where such unpermitted use of the Property
shall continue for a period of thirty (30) days after written notice thereof shall be grounds for
default.
7.1.1.4 Failure to Perform. Failure by the Senior Center to observe or
perform any of the covenants or provisions of this Lease to be observed or performed by the
Senior Center, specifically including, without limitation, the Senior Center's utilization of the
Property for purposes materially inconsistent with those set forth in this Lease where such failure
shall continue for a period of thirty (30) days after written notice thereof from the City to the
Senior Center. Provided, that if the nature of the Senior Center's default is such that more than
thirty (30) days are reasonably required for its cure, then the Senior Center shall not be deemed
to be in default if the Senior Center shall commence such cure within the thirty (30) day period
and thereafter diligent prosecute such cure to completion.
7.1.2 Remedies in Default. In the event of any default or breach by the Senior
Center under this Lease, in addition to any other remedies at law or in equity, the City may:
7.1.2.1 Terminate the Lease. Terminate the Senior Center's right to
possession of the Property by providing written notice of at least thirty (30) days;
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7.1.2.2 Continue the Lease. Maintain the Senior Center's right to
possession in which case the Lease shall continue in effect whether or not the Senior Center shall
have abandoned the Lease Premises. In such event, the City shall be entitled to enforce all
Landlord's right and remedies under this Lease; and/or
7.1.2.3 Other remedies. Pursue any other remedy now or hereafter
available to a Landlord under the laws of the State of Washington. The City expressly reserves
the right to recover from the Senior Center any and all actual expenses, costs and damages
caused in any manner by reason of the Senior Center's default or breach.
7.1.3 Legal Expenses. If either party is required to bring or maintain any action
(including insertion of any counterclaim or cross claim or claim in a proceeding in bankruptcy,
receivership or other proceeding instituted by a party hereto or by others) or otherwise refers this
Lease to any attorney for the enforcement of any of the covenants, terms or conditions of this
Lease, the prevailing party in such action shall, in addition to all other payments required herein,
receive from the other party all costs incurred by prevailing party, including reasonable
attorney's fees.
7.2 Default by the City. The City shall not be in default unless the City fails to
perform obligations required of the City under this Lease within a reasonable time, but in no
event later than thirty (30) days after written notice by the Senior Center to the City provided,
that if the nature of the City's obligation is such that more than thirty (30) days are required for
performance then the City shall not be in default if the City commences performance within such
thirty (30) day period and thereafter diligently prosecutes the same to completion. The notice
shall specify the portion of the Lease that the City has failed to perform and the action that the
Senior Center seeks to be taken by the City to prevent the default. The Senior Center further
agrees not to invoke any remedies until such thirty (30) days have elapsed.
SECTION 8. REPRESENTATIONS
8.1 Representations of Senior Center.
8.1.1 Senior Center is a duly organized and legally existing corporation
under the laws of the State of Washington.
8.1.2 Senior Center's execution, delivery and performance of all of the
terms and conditions of this Lease have been duly authorized by all requisite corporate action on
the part of Senior Center. This Lease constitutes Senior Center's legal, valid and binding
obligations, enforceable against Senior Center in accordance with its terms subject to the effects
of bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditor's rights and
to equitable principles. Execution of the Lease does not conflict with any provision of Senior
Center's Articles of lncorporation, Bylaws or other corporate documents.
8.1.3 There is no claim, action, proceeding or investigation pending or,
to the actual knowledge of Senior Center, threatened in writing, nor is there any legal
determination or injunction that calls into question Senior Center's authority or right to enter into
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this Lease or perform the obligations specified in the Lease.
8.1.4 Senior Center has not employed any broker, finder, consultant or other
intermediary in connection with the Lease who might be entitled to a fee or commission in
connection with Senior Center and the City entering into the Lease.
8.2 Representations of the City.
8.2.1 The City is a municipal corporation duly organized, validly existing and in
good standing under the laws of the State of Washington, with full power and authority to own
and lease the Property. The City has the power to enter into and perform its obligations pursuant
to this Lease.
8.2.2 The City's execution, delivery and performance of this Lease have been
duly authorized consistent with its requirements under Washington law.
8.2.3 There is no claim, action, proceeding or investigation pending or, to the
actual knowledge of the City, threatened in writing, nor is there any outstanding judicial
determination or injunction that calls into question the City's authority or right to enter into this
Lease.
SECTION 9. GENERAL PROVISIONS
9.1 No Partnership. It is understood and agreed that this Lease does not create a
partnership or joint venture relationship between the City and Senior Center. The City assumes
no liability hereunder or otherwise for the operation of the business of Senior Center. The
provisions of this Lease with reference to rents are for the sole purpose of fixing and determining
the total rents to be paid by Senior Center to the City.
9.2 Governing Law. This Lease shall be governed and construed according to the
laws of the State of Washington, without regard to its choice of law provisions. Venue shall be
in Snohomish County.
9.3 No Benefit to Third Parties. The City and Senior Center are the only parties to
this Lease and as such are the only parties entitled to enforce its terms. Nothing in this Lease
gives or shall be construed to give or provide any benefit, direct, indirect, or otherwise to third
parties. Nothing in this Lease shall be construed as intending to create a special relationship
with any third party; neither the City not the Senior Center intend to create benefits in favor of
any third parties as a result of this Lease.
9.4 Notices. All notices required or desired to be given under this Lease shall be in
writing and may be delivered by hand delivery, in certain cases sent by facsimile, or by
placement in the U.S. mail, postage prepaid, as certified mail, return receipt requested, addressed
to the City at:
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The City of Edmonds
121 5th Avenue North
Edmonds, WA 98020
Attn: City Clerk
And to Senior Center at:
Edmonds Senior Center
P.O. Box 717
Edmonds, Washington 98020
Attn: Executive Director
Any notice delivered by hand delivery shall be conclusively deemed received by the
addressee upon actual delivery; any notice delivered by certified mail as set forth herein shall be
conclusively deemed received by the addressee on the third Business Day after deposit. The
addresses to which notices are to be delivered may be changed by giving notice of such change
in accordance with this notice provision.
9.5 Time of the Essence. Time is of the essence in the performance of and adherence
to each and every covenant and condition of this Lease.
9.6 Non-waiver. Waiver by the City or Senior Center of strict performance of any
provision of this Lease shall not be deemed a waiver of or prejudice the City's or Senior Center's
right to require strict performance of the same provision in the future or of any other provision.
9.7 Survival. Any covenant or condition (including, but not limited to,
indemnification agreements), set forth in this Lease, the full performance of which is not
specifically required prior to the expiration or earlier termination of this Lease, and any covenant
or condition which by their terms are to survive, shall survive the expiration or earlier
termination of this Lease and shall remain fully enforceable thereafter.
9.8 Partial Invalidity. If any provision of this Lease is held to be invalid or
unenforceable, the remainder of this Lease, or the application of such provision to persons or
circumstances other than those to which it is held invalid or unenforceable, shall not be affected
thereby, and each provision of this Lease shall be valid and enforceable to the fullest extent
permitted by law.
9.9 Calculation of Time. All periods of time referred to in this Lease shall include
Saturdays, Sundays, and legal holidays. However, if the last day of any period falls on a
Saturday, Sunday, or legal holiday, then the period shall be extended to include the next day
which is not a Saturday, Sunday or legal holiday. "Legal Holiday" shall mean any holiday
observed by the Federal Government. As used in this Lease, "Business Days" shall exclude
Saturdays, Sundays, legal holidays and the week between December 25 and January 1.
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9.10 Headings. The article and section headings contained herein are for convenience
in reference and are not intended to define or limit the scope of any provisions of this Lease.
9.11 Exhibits Incorporated by Reference. All Exhibits attached to this Lease are
incorporated by reference herein for all purposes.
9.12 Modification. This Lease may not be modified except by a writing signed by the parties hereto.
9.13 Engagement of Brokers. Senior Center and the City each represent to one another
that if a broker's commission is claimed, the party who engaged the broker shall pay any
commission owed and shall defend, indemnify and hold the other party harmless from any such
claim.
9.14 Right of Parties and Successors in Interest. The rights, liabilities and remedies
provided for herein shall extend to the heirs, legal representatives, successors and, so far as the
terms of this Lease permit, successors and assigns of the parties hereto. The words "City" and
"Senior Center" and their accompanying verbs or pronouns, wherever used in this Lease, shall
apply equally to all persons, firms, or corporations which may be or become such parties hereto.
9.15 Execution of Multiple Counterparts. This Lease may be executed in two or more
counterparts, each of which shall be an original, but all of which shall constitute one instrument.
9.16 Defined Terms. Capitalized terms shall have the meanings given them in the text
of this Lease.
9.17 No Limit on City's Powers. Nothing in this Lease shall limit, in any way, the
power and right of the City to exercise its governmental rights and powers, including its powers
of eminent domain.
9.18 Non-Binding Mediation. Should any dispute arise between the parties to this
Lease, other than a dispute regarding the failure to pay Rent or other payments (including taxes)
as required by this Lease, it is agreed that such dispute will be submitted to a mediator prior to
any arbitration or litigation. The parties shall exercise good faith efforts to agree on a mediator.
The mediation fee shall be shared equally by the City and Senior Center. Mediation shall be
non-binding and will be conducted in Edmonds, Washington. Both parties agree to exercise
good faith efforts to resolve disputes covered by this section through this mediation process. If a
party requests mediation and the other party fails to respond within ten (10) days, or if the parties
fail to agree on a mediator within ten (10) days, a mediator shall be appointed by the presiding
judge of the Snohomish County Superior Court upon the request of either party. The finding of
the mediator shall only become binding upon the parties if both parties so agree and thereafter
execute a settlement agreement based on the mediator's findings or recommendation.
9.19 This Lease Supersedes. This Lease shall replace and supersede the 2008 Lease.
The parties hereby terminate the 2008 Lease in its entirety.
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Parties.
9.20 Recording. A Memorandum of this Lease may be recorded after execution by the
9.21 Entire Agreement. This Lease represents the entire agreement between the City
and Senior Center relating to Senior Center's leasing of the Property. It is understood and agreed
by both parties that neither party nor an official or employee of a party has made any
representations or promises with respect to this Lease or the making or entry into this Lease,
except as expressly set forth in this Lease. No claim for liability or cause for termination shall
be asserted by either party against the other for, and neither party shall be liable by reason of,
any claimed breach of any representations or promises not expressly set forth in this Lease; all
oral agreements with the parties are expressly waived by both parties. This Lease has been
extensively negotiated between the parties. Therefore, no alleged ambiguity or other drafting
issues of the terms of this Lease shall be construed, by nature of the drafting, against either party.
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IN WITNESS HEREOF, the parties have subscribed their names hereto effective as of
the day, month and year first written above.
LESSEE: LESSOR:
EDMONDS SENIOR CENTER. THE CITY OF EDMONDS
By:
By: David Earling As Its Mayor
Its: _______________________
APPROVED BY CITY
COUNCIL ON:
ATTEST:
APPROVED AS TO FORM
Counsel for the City of EdmondsJeff
Taraday
City Attorney STATE OF WASHINGTON )
) ss.
City Clerk
COUNTY OF SNOHOMISH )
I certify that I have evidence that David Earling is the person who appeared before me,
and said person acknowledged that he signed this instrument, on oath stated that he was
authorized to execute the instrument and acknowledged it as the Mayor of the City of Edmonds,
to be the free and voluntary act of such party for the uses and purposes mentioned in the
instrument.
DATED:
PRINTED NAME:
NOTARY PUBLIC
___
In and for the State of Washington.
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My commission expires:
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STATE OF WASHINGTON )
) ss.
COUNTY OF SNOHOMISH )
I certify that I have evidence that is the person who appeared
before me, and said person acknowledged that he signed this instrument, on oath stated that he
was authorized to execute the instrument and acknowledged it as the President of the Edmonds
Senior Center, to be the free and voluntary act of such party for the uses and purposes mentioned
in the instrument.
DATED:
PRINTED NAME:
NOTARY
PUBLIC
In and for the State of Washington.
My commission expires:
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EXHIBIT A
Property Description
Property
Descriptio
n
THAT PORTION OF GOVERNMENT LOT 2, IN SECTION 23, TOWNSHIP 27
NORTH, RANGE 3 EAST, W.M., IN SNOHOMISH COUNTY, WASHINGTON
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE WESTERLY LINE OF THE GREAT
NORTHERN RAILWAY RIGHT-OF-WAY WITH SOUTH LINE OF SAID GOVERNMENT LOT
2; THENCE NORTH 42°35'13" EAST ALONG SAID RIGHT-OF-WAY LINE A DISTANCE OF
150.00 FEET; THENCE AT RIGHT ANGLES TO SAID RIGHT OF WAY LINE NORTH
47°24'47" WEST, A DISTANCE OF 78.73 FEET; THENCE NORTH 42°35'13"
EAST PARALLEL WITH SAID RIGHT OF WAY LINE, A DISTANCE OF 7.53 FEET TO THE
POINT OF BEGINNING; THENCE NORTH 42°51'01" EAST, A DISTANCE OF 81.04'; THENCE
SOUTH 47°08'59" EAST, A DISTANCE OF 1.28 FEET; THENCE NORTH 42°51'01" EAST, A
DISTANCE OF 28.17 FEET; THENCE NORTH 47°08'59" WEST, A DISTANCE OF 4.75 FEET;
THENCE NORTH 42°51'01" EAST, A DISTANCE OF 18.33 FEET; THENCE SOUTH 47°08'59"
EAST, A DISTANCE OF 3.25 FEET; THENCE NORTH 42°51'01" EAST, A DISTANCE OF
23.17 FEET; THENCE NORTH 46°41'06" WEST, A DISTANCE OF 100.13 FEET; THENCE
SOUTH 42°51'01" WEST, A DISTANCE OF 3.00'; THENCE SOUTH 47°08'59" EAST, A
DISTANCE OF 2.00'; THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 11.07 FEET;
THENCE NORTH 47°08'59" WEST, A DISTANCE OF 2.00 FEET; THENCE SOUTH 42°51'01"
WEST, A DISTANCE OF 3.00 FEET; THENCE SOUTH 47°08'59" EAST, A DISTANCE OF 2.00
FEET; THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 32.95 FEET; THENCE NORTH
47°08'59" WEST, A DISTANCE OF 1.50 FEET; THENCE SOUTH 42°51'01" WEST, A
DISTANCE OF 3.00 FEET; THENCE SOUTH 47°08'59" EAST, A DISTANCE OF 1.50 FEET;
THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 10.60 FEET; THENCE NORTH 47°08'59"
WEST, A DISTANCE OF 1.50 FEET; THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 3.00
FEET; THENCE SOUTH 47°08'59" EAST, A DISTANCE OF 1.50 FEET; THENCE SOUTH
42°51'01" WEST, A DISTANCE OF 10.60 FEET; THENCE NORTH 47°08'59" WEST, A
DISTANCE OF 1.50 FEET; THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 3.00 FEET;
THENCE SOUTH 47°08'59" EAST, A DISTANCE OF 1.50 FEET; THENCE SOUTH 42°51'01"
WEST, A DISTANCE OF 10.60 FEET; THENCE NORTH 47°08'59" WEST, A DISTANCE OF
1.50 FEET; THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 3.00 FEET; THENCE SOUTH
47°08'59" EAST, A DISTANCE OF 1.50 FEET; THENCE SOUTH 42°51'01" WEST, A DISTANCE
OF 21.35 FEET; THENCE SOUTH 47°08'59" EAST, A DISTANCE OF 1.56 FEET; THENCE
SOUTH 42°51'01" WEST, A DISTANCE OF 8.51 FEET; THENCE NORTH 47°08'59" WEST, A
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--------------------------------------------
DISTANC
E OF 1.56
FEET;
THENCE
SOUTH
42°51'01"
WEST, A
DISTANC
E OF
15.24
FEET;
THENCE
SOUTH
47°08'59"
EAST, A
DISTANC
E OF 28.25 FEET; THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 12.58 FEET; THENCE
SOUTH 47°08'59" EAST, A DISTANCE OF 70.11FEET TO THE POINT OF BEGINNING
SITUATE IN THE COUNTY OF SNOHOMISH, STATE OF WASHINGTON .
SEC 23 TWP 27 RGE 03BEG MT W LN GN R/W WITH S LN GOVT LOT 2
TH NELYON SD R/W 450FT TH N49*00 OOW 95.67FT M.L TO MEA LN
TH S51*23 OOW ON SD MEA LN 288.33FT TPB TH N51*23 OOE ALG
MEA LN
288.33FT THN47*32 OOW 319.63FT TO INNER HARBOR LN TH S45*00
OOW ON INNER HARBOR LN 250.13 FT TH S38*37 OOE 287.94FT TPB
TGW FDT
-COM AAP ON W LN GN R/W AT INT WITH S LNGOVT LOT 2 TH NLY
ALG W LN SD R/W 150FT TPB TH CONT NLY ALG SD R/W 300FT TH
NWLY AT R/A FR SD R/W TO MEA LN TH SWLY ALG SD MEA LN TAP
-------AT R/ A FR TPB TH SELY TPB BOTH PER WD 683-545 2/23/73 ---------
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AMENDMENT TO
OPTION TO LEASE
THIS AMENDMENT TO OPTION TO LEASE (this "Option Amendment") is
made and entered into as of this ____ day of _________, 2018, by and between the CITY OF
EDMONDS, a municipal corporation organized under the laws of the State of Washington,
(the "City"), and the EDMONDS SENIOR CENTER, a non-profit corporation organized
under the laws of the State of Washington, (the "Optionee").
RECITALS
WHEREAS, the strong and enduring partnership of the City and the Senior Center
began in 1967 with the establishment of the Edmonds Senior Center on the present waterfront
site, enabling the City to acquire the Senior Center property in 1973; the parties’ collaboration
having resulted in the service to the seniors of Edmonds and the region with robust activities
and programs for the last 50 years.
WHEREAS, the City’s Strategic Action Plan of March 26, 2013, in Action 3a.1,
defines this strategic objective of “Develop a long-term solution for maintaining and updating
the Senior Center,” and gave the lead roles to the Senior Center and the City’s Parks,
Recreation, and Cultural Services Department, and by so doing authorized the Senior Center to
develop and implement the plan to construct the Edmonds Waterfront Center on the waterfront
site.
WHEREAS, on January 30, 2015, Optionee and the City entered into an Option To
Lease certain real property from the City for development and operation of a Senior Center
and related uses (the “Original Option To Lease”), which had lease terms and conditions
specified for a ground lease between the parties (the "Proposed Ground Lease"); and
WHEREAS, Optionee and the City currently have a lease for the Property whereby
the Optionee leases the Property and an existing building for a remaining term until 2020
together with two five-year extension periods (the "Current Lease").
WHEREAS, the Current Lease would have been superseded by the Proposed
Ground Lease which was the subject of the Option entered into by the parties.
WHEREAS, through this Option Amendment and appended Second Proposed Ground
Lease, Optionee and the City desire to modify certain terms and conditions of the Original
Option To Lease and the Proposed Ground Lease as well as the area of real property that will
be the subject of the Second Proposed Ground Lease and that would be exercised through the
Option.
WHEREAS, the revised legal description of the property that will be the subject of the
Second Proposed Ground Lease is attached hereto as Exhibit A (the “Property”) and the
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Second Proposed Ground Lease that specifies the modified terms and conditions to be entered
into when the Option is exercised is attached hereto as Exhibit B.
NOW, THEREFORE, in consideration of the performance and observance of the terms,
covenants and conditions hereafter set forth, the parties hereto mutually agree as follows:
1. GRANT OF OPTION: Subject to the conditions set forth in this Amendment to
Option Lease, the City hereby grants to Optionee an Option To Lease the Property ("Option")
for the Term (as defined in Section 2 below) and in accordance with the covenants and
conditions set forth in the Second Proposed Ground Lease.
2. OPTION TERM: Unless otherwise extended by written agreement of the parties,
the term ("Term") of this Option shall commence on __________, 2018 ("Commencement
Date") and shall expire at 5:00p.m. on __________, 20__; provided, however, Optionee,
in its sole and absolute discretion, may extend the dates for completion of the conditions
in Section 5 below and elsewhere herein and the Term of this Agreement by up to
Eighteen (18) Months, if Optionee has reached the fundraising thresholds specified in Section
5 below. Optionee may exercise its right to extend this Option following (i) written request
from Optionee to the City requesting such extension(s); and (ii) Optionee documenting in
writing that it has reached the fundraising threshold necessary for extension. Notwithstanding
any other provision of this Option, Optionee's right to exercise the Option and execute the
Lease will terminate and be of no further force and effect if the conditions set forth in this
Option are not timely satisfied, and the Option is not exercised, before the expiration of the
Term.
3. OPTIONEE'S PROJECT: Optionee's development is a non-profit community
resource center serving the needs of the local senior citizen population, including, without
limitation, operation of a thrift store and cafe along with programs serving poor, infirm
and otherwise vulnerable seniors. Optionee also understands that this facility is to be used
as a Community Center benefitting the whole community. Optionee and the City have
defined terms for City use in the S e c o n d P r o p o s e d Ground Lease . The Optionee
may, from time to time, utilize portions of the property for revenue generating events,
including, but not limited to, weddings, dances, class reunions, holiday activities and similar
types of festivities.
4. OPTION AGREEMENT CONSIDERATION: Optionee shall pay to the City the
sum of Ten Dollars ($10.00) as consideration for this Amendment To Option To Lease (the
"Option consideration"). The Option consideration shall be paid to the City at the time
Optionee executes and delivers the Option To Lease.
5. CONDITIONS PRECEDENT: Optionee will have no right to exercise the Option
until it has commitments, through private donations, grants and other sources (not including
city funds), for $12,000,000.00 which is 75% of the projected cost of the new center.
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6. EXERCISE OF OPTION: If, at any time before the expiration of the Term or
earlier termination of this Option, all of the conditions precedent to the exercise of the Option
set forth in this Amendment to Option to Lease have been satisfied by the dates specified
herein, the City shall prepare the Second Proposed Ground Lease negotiated and
approved under the terms of this Option Amendment for execution, which preparation shall
include, but is not limited to, inserting the Commencement Date, Termination Date, among
other final details. Optionee may exercise the Option by delivering to the City written notice of
its election to do so, accompanied by properly executed copies of the Second Proposed
Ground Lease in duplicate, including the Lease Guaranty.
IN WITNESS WHEREOF, the parties hereto have executed this Lease Option
as of the date and the year first above written.
CITY OF EDMONDS
By:___________________________________
Printed Name: David O. Earling
EDMONDS SENIOR CENTER, a
non-profit corporation
By:__________________________
Printed Name: Farrell B. Fleming
Printed Title: Executive Director
Approved as to form:
CITY ATTORNEY
By:_____________________________
Printed Name: Jeff Taraday
Attest:
CITY OF EDMONDS CITY CLERK
By:__________________________
Printed Name: Scott Passey
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EXHIBIT A
Property Description
Parcel Number 27032300104200 Property Address: 220 Railroad Ave., Edmonds, WA 98020-4133
Property Description
THAT PORTION OF GOVERNMENT LOT 2, IN SECTION 23, TOWNSHIP 27
NORTH, RANGE 3 EAST, W.M., IN SNOHOMISH COUNTY, WASHINGTON MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE WESTERLY LINE OF THE
GREAT NORTHERN RAILWAY RIGHT-OF-WAY WITH SOUTH LINE OF SAID
GOVERNMENT LOT 2; THENCE NORTH 42°35'13" EAST ALONG SAID RIGHT-
OF-WAY LINE A DISTANCE OF 150.00 FEET; THENCE AT RIGHT ANGLES TO
SAID RIGHT OF WAY LINE NORTH 47°24'47" WEST, A DISTANCE OF 78.73
FEET; THENCE NORTH 42°35'13"
EAST PARALLEL WITH SAID RIGHT OF WAY LINE, A DISTANCE OF 7.53 FEET TO
THE POINT OF BEGINNING; THENCE NORTH 42°51'01" EAST, A DISTANCE OF
81.04'; THENCE SOUTH 47°08'59" EAST, A DISTANCE OF 1.28 FEET; THENCE
NORTH 42°51'01" EAST, A DISTANCE OF 28.17 FEET; THENCE NORTH 47°08'59"
WEST, A DISTANCE OF 4.75 FEET; THENCE NORTH 42°51'01" EAST, A
DISTANCE OF 18.33 FEET; THENCE SOUTH 47°08'59" EAST, A DISTANCE OF 3.25
FEET; THENCE NORTH 42°51'01" EAST, A DISTANCE OF
23.17 FEET; THENCE NORTH 46°41'06" WEST, A DISTANCE OF 100.13 FEET;
THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 3.00'; THENCE SOUTH
47°08'59" EAST, A DISTANCE OF 2.00'; THENCE SOUTH 42°51'01" WEST, A
DISTANCE OF 11.07 FEET; THENCE NORTH 47°08'59" WEST, A DISTANCE OF
2.00 FEET; THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 3.00 FEET;
THENCE SOUTH 47°08'59" EAST, A DISTANCE OF 2.00 FEET; THENCE SOUTH
42°51'01" WEST, A DISTANCE OF 32.95 FEET; THENCE NORTH 47°08'59" WEST,
A DISTANCE OF 1.50 FEET; THENCE SOUTH 42°51'01" WEST, A DISTANCE OF
3.00 FEET; THENCE SOUTH 47°08'59" EAST, A DISTANCE OF 1.50 FEET;
THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 10.60 FEET; THENCE NORTH
47°08'59" WEST, A DISTANCE OF 1.50 FEET; THENCE SOUTH 42°51'01" WEST, A
DISTANCE OF 3.00 FEET; THENCE SOUTH 47°08'59" EAST, A DISTANCE OF
1.50 FEET; THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 10.60 FEET;
THENCE NORTH 47°08'59" WEST, A DISTANCE OF 1.50 FEET; THENCE SOUTH
42°51'01" WEST, A DISTANCE OF 3.00 FEET; THENCE SOUTH 47°08'59" EAST, A
DISTANCE OF 1.50 FEET; THENCE SOUTH 42°51'01" WEST, A DISTANCE OF
10.60 FEET; THENCE NORTH 47°08'59" WEST, A DISTANCE OF 1.50 FEET;
THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 3.00 FEET; THENCE SOUTH
47°08'59" EAST, A DISTANCE OF 1.50 FEET; THENCE SOUTH 42°51'01" WEST, A
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DISTANCE OF 21.35 FEET; THENCE SOUTH 47°08'59" EAST, A DISTANCE OF
1.56 FEET; THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 8.51 FEET;
THENCE NORTH 47°08'59" WEST, A DISTANCE OF 1.56 FEET; THENCE SOUTH
42°51'01" WEST, A DISTANCE OF 15.24 FEET; THENCE SOUTH 47°08'59" EAST, A
DISTANCE OF 28.25 FEET; THENCE SOUTH 42°51'01" WEST, A DISTANCE OF
12.58 FEET; THENCE SOUTH 47°08'59" EAST, A DISTANCE OF 70.11FEET TO
THE POINT OF BEGINNING
SITUATE IN THE COUNTY OF SNOHOMISH, STATE OF WASHINGTON .
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Exhibit B
GROUND LEASE
BETWEEN THE CITY
OF EDMONDS AND
THE EDMONDS SENIOR CENTER
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TABLE OF CONTENTS
LIST OF EXHIBITS.....................................................................................................................ii
GROUND LEASE......................................................................................................................... 3
SECTION 1. AGREEMENT TO LEASE PROPERTY .......................................................... 3
SECTION 2. TERM..................................................................................................................... 4
SECTION 3. RENT ..................................................................................................................... 4
SECTION 4. SENIOR CENTER'S OTHER OBLIGATIONS. ............................................... 5
SECTION 5. CITY AUTHORITY AND OBLIGATIONS...................................................... 7
SECTION 6. INDEMNITY, INSURANCE ............................................................................... 9
SECTION 7. DEFAULT. ........................................................................................................... 12
SECTION 8. REPRESENTATIONS ....................................................................................... 13
SECTION 9. GENERAL PROVISIONS................................................................................. 14
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LIST OF EXIBITS
EXHIBIT A Property Description
EXHIBIT B Easement For Parking Lot Rights
EXHIBIT C Easement For Access and Utilities Rights
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GROUND LEASE
BETWEEN THE CITY OF EDMONDS
AND THE EDMONDS SENIOR CENTER
THIS GROUND LEASE (this "Lease"), effective the ____day of _________, 201_
("Effective Date") is between THE CITY OF EDMONDS, a municipal corporation of the State
of Washington (the "City") and THE EDMONDS SENIOR CENTER, a nonprofit corporation
under the laws of the State of Washington (the "Senior Center").
WHEREAS, the City and the Senior Center entered into a Lease dated December 1,
2008 (the “2008 Lease”), the Term of which was scheduled to expire in 2020 unless extended by
one or both of the two five-year extensions in the 2008 Lease.
WHEREAS, the 2008 Lease encompasses a portion of the real property that is subject to
this Lease and the parties intend that this Lease supersede the 2008 Lease.
The parties, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and intending to be legally bound by the terms and conditions of this
Lease, agree as follows:
SECTION 1. AGREEMENT TO LEASE
PROPERTY
1.1 Agreement to Lease and Description of Property. The City hereby leases to the
Senior Center and the Senior Center leases from the City that certain real property described and
shown on Exhibit A attached hereto together with all improvements located thereon or to be
located thereon (the "Property"). The Property is the ____ square foot area upon which the
Senior Center is to construct its Edmonds Waterfront Center Building (the “Building”) . As used
in this Lease, the term "Improvements" shall mean all buildings, infrastructure improvements,
utilities, landscaping and any other enhancements located on the Property or to be located on the
Property during the term of this Lease and made to the Property by the Senior Center.
1.1.1 Easement For Parking. During the term of this Lease, Senior Center shall
have a non-exclusive easement for a term of years over and acrossthe the real property legally
described in and on the terms and conditions set forth in Exhibit B (the “Parking Lot Easement”)
for ingress, egress and parking for the Property.
1.1.2 Easement For Access and Utilities. During the term of this Lease, Senior
Center shall have a non-exclusive easement for a term of years over, under and across the real
property legally described in and on the terms and conditions set forth in Exhibit C (the “Access
and Utility Easement”) to allow access for people, vehicles and utilities to and from the Property.
1.2 Use of the Property.
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1.2.1 Allowed Uses of the Property by the Senior Center. Except as
otherwise provided herein, the Senior Center shall use the Property for the purpose of
constructing, maintaining, and operating a non-profit community resource center to be known as
the “Edmonds Waterfront Center” serving the needs of the local population, in particular, poor,
infirm and otherwise vulnerable seniors and other members of the community.
1.2.1.1 Notwithstanding the foregoing, the Senior Center may from time to
time utilize portions of the Property for revenue-generating activities including, but not limited
to, rentals, events and the operation of a thrift store and cafe, provided that all revenues
generated therefrom are utilized by the Senior Center exclusively for the purposes set forth in
Section 1.2.1, above.
1.2.2 Allowed Uses of the Property by the City. The City of Edmonds shall
be given access to the Building so it may offer recreational and other programs to the public.
Except for the thrift shop and café areas, the City will be allowed first-priority use of the Building
Monday through Thursday, 4:00pm – close. The Senior Center shall have first-priority use of the
Building at all other times. The City and Senior Center agree to meet on a regular on-going basis (at
least quarterly) to review their respective program schedules and determine whether there is any
unprogrammed (surplus) time after accounting for each party's program needs during that party's
first-priority time periods. At these meetings each party shall offer its remaining unprogrammed
first-priority time slots to the other party for use by the other party. Senior Center acknowledges that
the grounds surrounding the Property are a public park and shall remain open to the public subject to
the City's reasonable regulations relate to uses, hours, etc.
1.2.3 The City is not responsible for repair and/or maintenance of the
Building; provided, however, as part of the City's allowed use of the Building, the City may be
charged for mutually agreed upon costs directly associated with its use of the Building (i.e. utilities,
site monitor, cleaning, etc.).
SECTION 2. TERM
2.1 Initial Term. The term of this Lease ("Lease Term") shall extend for a period of
Forty (40) years commencing on ______, 201_, and terminating on ________, 20_, subject to the
right of the Senior Center to extend the Lease Term as provided herein.
2.2 Extension Term. The Lease Term may be extended by the Senior Center for an
additional period of Fifteen (15) years
2.2.1 Conditions of Extension. In order for the Senior Center to extend the
Lease Term, it shall (i) not be in material default at the time of providing Notice of its Lease
Extension and thereafter; (ii) it shall provide written Notice of its Lease Extension at least one
hundred eighty (180) days prior to the Termination of the Lease Term.
2.2.2 Process for Extension. No sooner than three hundred sixty-five (365) days
and no later than one hundred eighty (180) days prior to the expiration of the Lease Term, Senior
Center shall provide written notice of its intention to exercise the Extension Term. The City and
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Senior Center shall meet no later than one hundred twenty (120) days prior to the expiration of
the Lease Term to confirm the Extension Term, discuss any matters pertaining thereto and sign a
Lease Addendum incorporating the Extension Term and any mutually acceptable matters
pertaining to the Extension Term.
SECTION 3. RENT
3.1 Rent. In consideration for the use of the Property as specified in this Lease, the
Senior Center shall pay to the City a total payment of Ten Dollars ($10.00) per year, and such
sum shall be paid within ten (10) days from the date of execution of this Lease and within ten
(10) days following January 1st of each calendar year of each year during the Term of this Lease.
The parties mutually agree and acknowledge that the Senior Center's operation of the Senior
Center upon the Property effectuates a fundamental government purpose and public benefit such
as to obviate the necessity of additional rental payment compensation. Furthermore, because the
Senior Center's mission is to enrich the social, physical, and intellectual wellbeing of seniors, the
City is able to lease this property to the Senior Center for less than fair market value under the
poor and infirm exception to the constitutional (Article 8, Section 7) prohibition on gifting or
loaning of public funds.
SECTION 4. SENIOR CENTER'S OTHER OBLIGATIONS
4.1 Construction of Improvements. The Senior Center and City are, through this Lease,
undertaking respective obligations to design, construct and maintain various improvements,
which improvements will be jointly used as described in this Lease and its attached
exhibits. Unless expressly stated otherwise, the Senior Center shall be obligated to design,
construct, and maintain, at its sole expense, the Building and all other improvements that
are to be located on the Property. Unless expressly stated otherwise, as, for example, in
Section 4.4, the City shall be obligated to design, construct, and maintain, at its sole
expense, the parking lot, frontage improvements, and all other improvements contemplated
herein that are not to be located on the Property. These respective obligations are described
in more detail below.
4.1.1 City Approval and Ownership. Senior Center shall undertake no
demolition, construction, remodeling, alteration, or changes ("Work") on or to the Property
without the prior written consent of the City, which shall be within the discretion of the City to
withhold or deny. In applying its discretion, the City shall consider, among other factors
deemed relevant by the City Council, the extent to which the Senior Center has secured
sufficient capital and/or financing to complete the construction of the Building, the construction
of other improvements to the Property, and related financial obligations (including having an
adequate contingency fund for the contemplated Work ), the intended uses of the Property as
described in Section 1.2, as well as the Property's impacts upon the adjacent park. The consent
contemplated in this subsection 4.1.1 is separate and apart from the City's regulatory authority
and the discretion to withhold or deny approval under this subsection 4.1.1 is not limited in the
same way that the City's regulatory discretion is limited. In addition to the need to
obtain the consent required above , prior to commencing any Work on
the Property, Senior Center shall also obtain a temporary construction
easement from the City to the extent that any portion of the City’s
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other property (outside the boundaries of the Property ) will need to
be used for con struction purposes related to the Work . The temporary
construction easement shall address, among other factors, the means,
methods, and timing for coordinating the Senior Center’s Work with
the City’s Work, if the City has a contemporaneous construction
project, as it will during the construction of the Building. Any deviation
from approved plans must also be approved, in writing, by the City. Improvements
constructed by the Senior Center during the term of this Lease shall be considered the Senior
Center's property until the date this Lease is terminated. Upon termination of the Lease Term,
together with Extension, if applicable, all improvements located on the Property shall become
the property of the City, excepting trade fixtures, which may be removed by Senior Center at its
option. The Senior Center will bring forth the schematic design of the facility, including its
footprint on the Property, to the City Council for approval. The City Council will consider and
may opt to hold one or more public hearings on the schematic design prior to taking action.
The Senior Center agrees not to proceed with the design development phase of the design process
until the schematic design of the facility, including its footprint on the Property, is approved by
the City Council. The Senior Center will also bring forth the design development phase drawings
of the facility to the City Council for approval. The Senior Center agrees not to proceed with the
construction document phase of the design process until the drawings from the design
development phase have been approved by the City Council. Any proposed substantive design
changes that are inconsistent with a previous design approval (schematic or design
development), including proposed changes to the facility's footprint on the Property, shall also
be subject of City Council approval and shall be returned to the City Council as soon as
practicable and not be deferred until the approval of the next phase. In the event there are any
disputes that arise concerning decisions made by the City under this Section 4.1.1, those disputes
shall be subject to the dispute resolution provisions in Section 9.18.
4.1.2 Permits. Once approvals have been given by the City under 4.1.1, above,
no Work may commence until Senior Center obtains and delivers to the City copies of all
necessary governmental permits. Senior Center must also supply the City with a copy of any
occupancy permit required and any certification required by the fire marshal, prior to Senior
Center's occupancy of the Property.
4.1.3 Construction Schedule. Construction Work must be completed within the
earlier of two (2) years of the receipt of consent to perform the Work obtained under Section
4.1.1 or three (3) years of the Commencement Date of this Lease. If construction is begun
within one (1) year of the receipt of consent and diligently performed thereafter, the City will
grant Senior Center a one (1) year extension to complete construction, if needed, so long as
Senior Center notifies the City of its need for additional time at least thirty (30) days in advance
of the completion deadline. Failure to complete construction within the specified time shall be
an event of Default under Section 7.1 unless any delay in construction occurred as a result of
failure by the City to allow Senior Center's construction to commence in a timely manner in
which case, the Senior Center shall be given a commensurate amount of time for completion of
construction. All Work done on the Property at any time during the term of this Lease must be
done in a good workman-like manner and in accordance with all applicable laws and all
building, land use, and other permit requirements. All Work shall be done with reasonable
dispatch. If requested by the City, within thirty (30) days after the completion of any Work,
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Senior Center shall deliver to the City complete and fully detailed as-built drawings of the
completed Work, in both electronic and paper forms, prepared by an architect licensed by the
State of Washington. All landscaping shall be designed by a landscape architect licensed in the
State of Washington.
4.2 Maintenance. At all times during the Lease Term and any Extension Term,
Senior Center shall reasonably keep and maintain the the Building and other improvements
located on the Property in good repair and operating condition and shall make all necessary and
appropriate preventive maintenance, repairs, and replacements. On each fifth anniversary of
this Lease (meaning every five years), the City and Senior Center shall conduct a thorough
inspection of the Building and other improvements on the Property and City shall inform
Senior Center of any needed repairs, maintenance or clean-up to be done in order to maintain the
quality of any Building and other improvements to the Property, reasonable wear and tear
excepted. Such repairs, maintenance and clean-up shall be done with reasonable dispatch at the
sole cost of the Senior Center. Prior to entering into any Extension Term of this Lease such an
inspection will also be required and all reasonable repairs and maintenance needed to be done
must be done to the Building and other improvements before an Extension Term of the Lease
commences.
4.3 No Liens. Senior Center agrees to pay, when due, all sums for labor, services,
materials, supplies, utilities, furnishings, machinery, or equipment which have been provided to
the Property. If any lien is filed against the Work which Senior Center wishes to protest, then
Senior Center shall immediately deposit cash with the City, or procure a bond acceptable to the
City, in an amount sufficient to cover the cost of removing the lien from the Work. Failure to
remove the lien or furnish the cash or bond acceptable to the City within thirty (30) days shall
constitute an Event of Default under this Lease and the City shall automatically have the right,
but not the obligation, to pay the lien in full with no notice to Senior Center and Senior Center
shall immediately reimburse the City for any sums so paid to remove any such lien. Senior
Center shall not encumber the Property or any Improvements thereon without prior written
approval of the City. Senior Center shall obtain a performance bond in the full amount of the
contract it has signed with its contractor to complete the facility and provide such performance
bond to the city prior to demolition of the existing facility. The performance bond shall ensure
that the construction of the facility is completed and that all workers, contractors, subcontractors,
and suppliers will be paid.
4.4 Utilities and Services. Senior Center must make arrangements for all utilities
and shall promptly pay all utility charges before they become delinquent. Senior Center is
solely responsible for verifying the existence, location, capacity and availability of all utilities it
may need for Senior Center's planned use of the Property. Notwithstanding Section 4.1,
Senior Center shall be solely responsible for the cost of designing, constructing and
extending any necessary utility lines from the right of way or adjacent
properties into the Property even though much of this work will occur outside of the
Property. Senior Center shall be solely responsible for meeting and securing all permits and for
meeting all requirements necessary to achieve all of the above, including the payment of any
required permit fees and/or connection fees. If the parties cannot agree upon terms for the means,
methods, and timing related to the construction of the utilities described above, or if any conflict
arises during construction, the City shall have the right to have its contractor construct the Senior
Center’s utilities, or any portion thereof. If the City elects to undertake such construction, it will
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still be done at the Senior Center’s sole cost and invoices for such construction shall be paid
within no later than 30 days of receipt.
4.5 Signs. Any signs erected by Senior Center must comply with all local sign
ordinances. To the extent that any signs for the Edmonds Waterfront Center will be located
outside of the Property, e.g., on the parking lot property, Senior Center must obtain permission
from the City as to the location of such signs. Senior Center shall remove all signs and sign
hardware upon termination of this Lease and restore the sign location(s) to its (their) former
state(s), unless the City elects to retain all or any portion(s) of the signage. Signage
requirements may reasonably change during the term and, to maintain uniformity and
continuity, Senior Center will comply with any new sign code requirements within a reasonable
time after the adoption of such new requirements.
SECTION 5. CITY AUTHORITY AND OBLIGATIONS
5.1 Delivery of Property. Senior Center shall have the right to possession of the
Property as of the Commencement Date. In the event the City shall permit Senior Center to
occupy the Property prior to the Commencement Date, such occupancy shall be subject to all
provisions of this Lease. Early or delayed possession shall not advance or defer the Expiration
Date of this Lease.
5.2 Quiet Enjoyment. Subject to Senior Center performing all of Senior Center's
obligations under this Lease and subject to the City's rights under this Lease and its rights of
condemnation under Washington law, Senior Center's possession of the Property will
otherwise not be disturbed by the City. Any sublease shall be subject to prior approval by the
City and if approval is granted this quiet enjoyment provision shall apply to senior center's sub
lessees.
5.3 Condition of Property. The City makes no warranties or representations
regarding the condition of the Property, including, without limitation, the suitability of the
Property for Senior Center's intended uses or, the availability of accessible utilities or roadways
needed for Senior Center's intended purposes. Senior Center has inspected the Property,
conducted its own feasibility and due diligence analysis, and, as of the date its environmental
audit is completed and the report provided to Senior Center or Senior Center's commencement
of construction, whichever occurs first, Senior Center accepts the Property in "AS IS" condition,
upon taking possession.
5.4 Parking Lot and Frontage Improvements Design, Construction and Repair
Obligations.
5.4.1 Parking Lot and Frontage Improvements Design. The City and Senior
Center shall work together to design a Parking Lot and Frontage Improvements that meet the
requirements for the shared use by the Edmonds Waterfront Center and the City's Regional Park
facilities. The total number of parking spaces incorporated into the design for the Parking Lot
shall accommodate as closely as possible the anticipated parking demands for the Edmonds
Waterfront Center activities and the City's Regional Park activities. The Parking Lot and
Frontage Improvements shall be located outside the boundaries of the Property on the City’s
abutting property. The costs of planning and design of the Parking Lot and Frontage
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Improvements shall be paid by the City.
5.4.2 Parking Lot and Frontage Improvements Construction. The City shall
design, permit, procure and engage a general contractor and pay the cost of construction of the
Parking Lot and Frontage Improvements adjacent to and which serves the Property and the City’s
regional park according to the design plans as provided to Senior Center in Section 5.4.1, above.
The Parking Lot and Frontage Improvements must be constructed in coordination with Senior
Center's construction of the Edmonds Waterfront Center Building so that it is substantially
complete before the Building and related improvements are occupied.
5.4.3 Parking Lot and Frontage Improvements Maintenance and Repair. The
City shall have full responsibility for repair, maintenance and any capital improvements
required for the Parking Lot and Frontage Improvements after its initial construction. The
City shall undertake regular inspections of the Parking Lot and Frontage Improvements
consistent for a property of that type and implement necessary and appropriate maintenance
activities at reasonable intervals to keep the Parking Lot and Frontage Improvements in good
condition. When capital renovations are required to restore the Parking Lot and/or Frontage
Improvements to good condition during the Lease Term, the City shall undertake such capital
improvements.
5.4.4 Beach Restoration and Walkway. The City has other areas of its regional
park that are located adjacent to the Property. Two of these other areas are the City beach and the
City walkway. The City is undertaking a beach restoration project for its regional Park area and it
shall complete that restoration project, and walkway completion and pay the cost thereof. The
City shall also complete the design, permitting, construction of and payment for the City walkway
project adjacent to the Property, and any other contemplated improvements not located on the
Property.
5.4.5 Senior Center's Location within Regional Park Grounds and Park
Maintenance Responsibility. The Property is owned by the City and i s a d j a c e n t t o a
City-owned regional park. The City shall define maintenance standards and intervals for the
grounds adjacent to the Property, including landscaping, irrigation, and general refuse removal
(not inclusive of the garbage utility from the Senior Center facility on the Property). This park
area will be within the control of the City. The Senior Center acknowledges that, as a public
park, the grounds adjacent to the Property likely constitute a public forum for First Amendment
purposes and that there may be circumstances in which the City may need to allow
constitutionally protected activity to occur on the site adjacent to the Property. Such
circumstances shall not constitute a constructive eviction of the Senior Center and may not be
grounds for damages to be paid from the City to the Senior Center. The Senior Center may not
exclude the public from the park grounds, or any other area outside the Property, unless it has
obtained the applicable event permit or reservation from the City.
SECTION 6. INDEMNITY, INSURANCE
6.1 General Indemnity. Upon the Commencement Date of this Lease, the Senior
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Center agrees to defend (using legal counsel reasonably acceptable to the City), indemnify, and
hold the City harmless from and against any and all actual or alleged claims, suits, actions, or
liabilities for injury or death of any person, or for loss or damage to property, damages,
expenses, costs, fees (including, but not limited to, attorney, accountant, paralegal, expert, and
escrow fees), fines, and/or penalties, (collectively "Costs"), which may be imposed upon or
claimed against the City, and which, in whole or in part, directly or indirectly, arise from or are
in any way connected with Senior Center's use of the Property or the Parking Lot, or from the
conduct of Senior Center's business, or from any activity, work or thing done, permitted, or
suffered by Senior Center in or about the Property or the Parking Lot, except only such
injury or damage as shall have been occasioned by the sole negligence of the City including:
Any act, omission or negligence of the Senior Center, its Sub lessees, or its event space renters;
any use, occupation, management or control of the Property or the Parking Lot by the Senior
Center; any condition created in, on or about the Property or the Parking Lot by Senior Center,
an agent, sub lessee, or event space renter, including any accident, injury or damage occurring
in, on or about the Property or the Parking Lot after the Effective Date; any breach, violation, or
nonperformance of any of Senior Center's obligations under this Lease by Senior Center, its Sub
lessees, or event space renters; any damage caused by Senior Center, its Sub lessees, or event
space renters on or to the Property or the Parking Lot. The Senior Center's obligations and
liabilities hereunder shall commence on the Effective Date of this Lease, if earlier than the
Commencement Date and if caused by the activities of the Senior Center or its agents or invitees
on the Property or the Parking Lot. As used herein, the indemnification provided by the Senior
Center is intended to include indemnification for the actions of the Senior Center and its
employees and other agents and all of the Senior Center's Sub lessees, event space renters and
all of their respective employees and other agents. The Senior Center's obligations to
indemnify, defend and hold harmless the City hereunder include indemnification of the
employees, agents and elected officials of the City.
6.2 Insurance Requirements. The Senior Center shall procure and maintain for the
duration of the Lease insurance against claims for injuries to persons or damage to property
which may arise from or in connection with the Senior Center's operation and use of the
Property or the Parking Lot. Senior Center's maintenance of insurance as required by the Lease
shall not be construed to limit the liability of the Senior Center to the coverage provided by such
insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The
amounts listed indicate only the minimum amounts of insurance coverage the City is willing to
accept to help insure full performance of all terms and conditions of this Lease. All insurance
required by Senior Center under this Lease shall meet the following minimum requirements:
6.2.1 Certificates: Notice of Cancellation. On or before the Commencement
Date, Senior Center shall f urnish the City with original certificates and a copy of any
amendatory endorsements, including but not necessarily limited to the additional insured
endorsement, evidencing the existence of all insurance required under Section 6.3. Thereafter,
the City must receive notice of the expiration or renewal of any policy at least thirty (30) days
prior to the expiration or cancellation of any insurance policy, PROVIDED THAT the Senior
Center shall provide the City with written notice of any policy expiration or cancellation, within
two business days of its receipt of such notice. No insurance policy may be canceled, revised,
terminated or allowed to lapse without at least thirty (30) days prior written notice being given to
the City. Insurance must be maintained without any lapse in coverage during the entire Lease
Term and any Extension Term. Insurance shall not be canceled without City consent. The City
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shall also be given copies of Senior Center's policies of insurance, upon request.
6.2.2 Additional Insured. The City shall be named as an additional insured in
each required policy using ISO Additional Insured-Managers or Lessors of Premises Form CG
20 11 or a substitute endorsement providing equivalent coverage and, for purposes of damage to
the Property or the Parking Lot, as a loss payee to the extent of its interest therein. Such
insurance shall not be invalidated by any act, neglect or breach of contract by Senior Center
and shall not in any way be construed by the carrier to make the City liable for payment of
any of Senior Center's insurance premiums.
6.2.3 Primary Coverage. The required policies are to contain or be endorsed to
contain that they shall be primary insurance as respect the City. Any Insurance, self-insurance,
or insurance pool coverage maintained by the City shall be excess of the Senior Center's
insurance and shall not contribute with it.
6.2.4 Company Ratings. All policies of insurance must be written by
companies having an A.M. Best rating of not less than A: VII. The City may, upon thirty (30)
days written notice to Senior Center, require Senior Center to change any carrier whose rating
drops below such rating.
6.3 Required Insurance. At all times during this Lease, Senior Center shall provide
and maintain the following types of coverage:
6.3.1 Commercial General Liability Insurance. Senior Center shall maintain an
occurrence form commercial general liability policy (including coverage for broad form
contractual liability; and personal injury liability) for the protection of Senior Center and the
City, insuring Senior Center and the City against liability for damages because of personal
injury, bodily injury, death, or damage to property, including loss of use thereof, and occurring
on or in any way related to the Property or the Parking Lot or occasioned by reason of the
operations of Senior Center. Such coverage shall name the City as an additional insured
using ISO Additional Insured-Managers or Lessors of Premises Form CG 20 11 or a substitute
endorsement providing equivalent coverage. Commercial General Liability insurance shall be
written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate.
Commercial General Liability insurance shall be written on Insurance Services Office (ISO)
occurrence form CG 00 01 and shall cover premises and contractual liability.
6.3.2 Property Insurance. Senior Center shall maintain, in full force and effect
during the Lease Term, "All Risk" property insurance covering all buildings, fixtures, equipment,
and all other Improvements located on the Property or the Parking Lot. Coverage shall be in an
amount equal to One Hundred Percent (100%) of the new replacement value thereof with no
coinsurance provisions. Such insurance shall name the City as an additional insured and loss
payee as to its full interest in the insured property and shall include the insurer's waiver of
subrogation in accordance with Section 6.4.
6.3.3 Automobile Liability Insurance. Senior Center shall maintain for all of
Senior Center's employees who are present on the Property or the Parking Lot or are involved
in the operations conducted on the Property or the Parking Lot an occurrence form automobile
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liability policy insuring Senior Center and the City against liability for damage because of bodily
injury, death, or damage to property, including loss of use thereof, and occurring in any way
related to the use, loading or unloading of Senior Center's owned, hired, leased and non-owned
vehicles on and around the Property or the Parking Lot. Such insurance shall name the City as
an additional insured. Coverage shall be in an amount of not less than Two Million Dollars
($2,000,000) combined single limit per occurrence.
6.3.4 Workers' Compensation Insurance. Senior Center shall maintain in force
Workers' Compensation insurance for all of Senior Center's employees who are present on the
Property or the Parking Lot or are involved in the operations conducted on the Property or the
Parking Lot, including coverage for Employer's Liability. In lieu of such insurance, Senior
Center may maintain a self-insurance program meeting the requirements of the State of
Washington and a policy of Excess Workers' Compensation with a limit of at least One Million
Dollars ($1,000,000) per accident above the self-insured retention. Senior Center has indicated
that none of its employees will be on the Property or the Parking Lot since Senior Center
intends to hire a management company to oversee the Property or the Parking Lot. In that case,
Senior Center shall be responsible to require that its management company provides workers'
compensation insurance for its employees on the Property or the Parking Lot and Senior Center
shall fully defend and indemnify the City against any workers' compensation claim.
6.3.5 Builder's Risk. Senior Center shall maintain, in full force and effect
during construction of Senior Center's facility described in this Lease, Builders Risk insurance
covering interests of the Senior Center, the City, the Contractor, Subcontractors, and Sub-
subcontractors in the work. Builders Risk insurance shall be on a all-risk policy form and shall
insure against the perils of fire and extended coverage and physical loss or damage including
flood, earthquake, theft, vandalism, malicious mischief, collapse, temporary buildings and debris
removal. Coverage shall include: 1) formwork in place; 2) all materials and equipment on the
Property or the Parking Lot; 3) all structures including temporary structures; and 4) all supplies
related to the Work being performed. The insurance required hereunder shall have a
deductible of not more than Five Thousand Dollars ($5,000), which will be the responsibility
of the Contractor. Higher deductibles for flood and earthquake perils may be accepted by the
City upon written request by the Contractor and written acceptance by the City. Any increased
deductibles accepted by the City will remain the responsibility of the Contractor. The Builders
Risk insurance shall be maintained until final acceptance of the work.
6.4 Waiver of Subrogation. Senior Center and City hereby release and discharge
each other from all claims, losses and liabilities arising from or caused by any hazard covered by
property insurance on or in connection with the premises or said facility. This release shall
apply only to the extent that such claim, loss or liability is covered by insurance.
6.5 Periodic Review. The City shall have the right to periodically review the limits
and terms of insurance coverage. In the event the City determines that such limits, and/or terms
should be changed, the City will give Senior Center a minimum of thirty (30) days' notice of
such determination and Senior Center shall modify its coverage to comply with the new
insurance requirements of the City. The City agrees that it shall be reasonable in any coverage
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change required, and that such change will be in accordance with standard market requirements
for senior center facilities or similar activity centers. Senior Center shall also provide the City
with proof of such compliance by giving the City an updated certificate of insurance within
thirty (30) days.
6.6 Failure to Maintain Insurance. Failure on the part of the Senior Center to
maintain the insurance as required shall constitute a material breach of lease, upon which the
City may, after giving five business days' notice to the Senior Center to correct the breach,
terminate the Lease or, at its discretion, procure or renew such insurance and pay any and all
premiums in connection therewith, with any sums so expended to be repaid to the City on
demand.
SECTION7. DEFAULT
7.1 Senior Center Default.
7.1.1 The occurrence of any one or more of the following shall constitute a
material default and breach of this Lease by the Senior Center:
7.1.1.1 Vacating the Property. The vacating or abandonment of the
Property by the Senior Center for more than thirty (30) days.
7.1.1.2 Failure to Pay Rent. The failure by the Senior Center to make any
payment of rent or any other payment required to be made by the Senior Center under this Lease,
as and when due, where such failure shall continue for a period of thirty (30) days after written
notice thereof by the City to the Senior Center.
7.1.1.3 Unpermitted Use of the Property. The use of the Property for any
purpose not authorized by Section 1.2.1 of this Lease where such unpermitted use of the Property
shall continue for a period of thirty (30) days after written notice thereof shall be grounds for
default.
7.1.1.4 Failure to Perform. Failure by the Senior Center to observe or
perform any of the covenants or provisions of this Lease to be observed or performed by the
Senior Center, specifically including, without limitation, the Senior Center's utilization of the
Property for purposes materially inconsistent with those set forth in this Lease where such failure
shall continue for a period of thirty (30) days after written notice thereof from the City to the
Senior Center. Provided, that if the nature of the Senior Center's default is such that more than
thirty (30) days are reasonably required for its cure, then the Senior Center shall not be deemed
to be in default if the Senior Center shall commence such cure within the thirty (30) day period
and thereafter diligent prosecute such cure to completion.
7.1.2 Remedies in Default. In the event of any default or breach by the Senior
Center under this Lease, in addition to any other remedies at law or in equity, the City may:
7.1.2.1 Terminate the Lease. Terminate the Senior Center's right to
possession of the Property by providing written notice of at least thirty (30) days;
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7.1.2.2 Continue the Lease. Maintain the Senior Center's right to
possession in which case the Lease shall continue in effect whether or not the Senior Center shall
have abandoned the Lease Premises. In such event, the City shall be entitled to enforce all
Landlord's right and remedies under this Lease; and/or
7.1.2.3 Other remedies. Pursue any other remedy now or hereafter
available to a Landlord under the laws of the State of Washington. The City expressly reserves
the right to recover from the Senior Center any and all actual expenses, costs and damages
caused in any manner by reason of the Senior Center's default or breach.
7.1.3 Legal Expenses. If either party is required to bring or maintain any action
(including insertion of any counterclaim or cross claim or claim in a proceeding in bankruptcy,
receivership or other proceeding instituted by a party hereto or by others) or otherwise refers this
Lease to any attorney for the enforcement of any of the covenants, terms or conditions of this
Lease, the prevailing party in such action shall, in addition to all other payments required herein,
receive from the other party all costs incurred by prevailing party, including reasonable
attorney's fees.
7.2 Default by the City. The City shall not be in default unless the City fails to
perform obligations required of the City under this Lease within a reasonable time, but in no
event later than thirty (30) days after written notice by the Senior Center to the City provided,
that if the nature of the City's obligation is such that more than thirty (30) days are required for
performance then the City shall not be in default if the City commences performance within such
thirty (30) day period and thereafter diligently prosecutes the same to completion. The notice
shall specify the portion of the Lease that the City has failed to perform and the action that the
Senior Center seeks to be taken by the City to prevent the default. The Senior Center further
agrees not to invoke any remedies until such thirty (30) days have elapsed.
SECTION 8. REPRESENTATIONS
8.1 Representations of Senior Center.
8.1.1 Senior Center is a duly organized and legally existing corporation
under the laws of the State of Washington.
8.1.2 Senior Center's execution, delivery and performance of all of the
terms and conditions of this Lease have been duly authorized by all requisite corporate action on
the part of Senior Center. This Lease constitutes Senior Center's legal, valid and binding
obligations, enforceable against Senior Center in accordance with its terms subject to the effects
of bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditor's rights and
to equitable principles. Execution of the Lease does not conflict with any provision of Senior
Center's Articles of lncorporation, Bylaws or other corporate documents.
8.1.3 There is no claim, action, proceeding or investigation pending or,
to the actual knowledge of Senior Center, threatened in writing, nor is there any legal
determination or injunction that calls into question Senior Center's authority or right to enter into
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this Lease or perform the obligations specified in the Lease.
8.1.4 Senior Center has not employed any broker, finder, consultant or other
intermediary in connection with the Lease who might be entitled to a fee or commission in
connection with Senior Center and the City entering into the Lease.
8.2 Representations of the City.
8.2.1 The City is a municipal corporation duly organized, validly existing and in
good standing under the laws of the State of Washington, with full power and authority to own
and lease the Property. The City has the power to enter into and perform its obligations pursuant
to this Lease.
8.2.2 The City's execution, delivery and performance of this Lease have been
duly authorized consistent with its requirements under Washington law.
8.2.3 There is no claim, action, proceeding or investigation pending or, to the
actual knowledge of the City, threatened in writing, nor is there any outstanding judicial
determination or injunction that calls into question the City's authority or right to enter into this
Lease.
SECTION 9. GENERAL PROVISIONS
9.1 No Partnership. It is understood and agreed that this Lease does not create a
partnership or joint venture relationship between the City and Senior Center. The City assumes
no liability hereunder or otherwise for the operation of the business of Senior Center. The
provisions of this Lease with reference to rents are for the sole purpose of fixing and determining
the total rents to be paid by Senior Center to the City.
9.2 Governing Law. This Lease shall be governed and construed according to the
laws of the State of Washington, without regard to its choice of law provisions. Venue shall be
in Snohomish County.
9.3 No Benefit to Third Parties. The City and Senior Center are the only parties to
this Lease and as such are the only parties entitled to enforce its terms. Nothing in this Lease
gives or shall be construed to give or provide any benefit, direct, indirect, or otherwise to third
parties. Nothing in this Lease shall be construed as intending to create a special relationship
with any third party; neither the City not the Senior Center intend to create benefits in favor of
any third parties as a result of this Lease.
9.4 Notices. All notices required or desired to be given under this Lease shall be in
writing and may be delivered by hand delivery, in certain cases sent by facsimile, or by
placement in the U.S. mail, postage prepaid, as certified mail, return receipt requested, addressed
to the City at:
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The City of Edmonds
121 5th Avenue North
Edmonds, WA 98020
Attn: City Clerk
And to Senior Center at:
Edmonds Senior Center
P.O. Box 717
Edmonds, Washington 98020
Attn: Executive Director
Any notice delivered by hand delivery shall be conclusively deemed received by the
addressee upon actual delivery; any notice delivered by certified mail as set forth herein shall be
conclusively deemed received by the addressee on the third Business Day after deposit. The
addresses to which notices are to be delivered may be changed by giving notice of such change
in accordance with this notice provision.
9.5 Time of the Essence. Time is of the essence in the performance of and adherence
to each and every covenant and condition of this Lease.
9.6 Non-waiver. Waiver by the City or Senior Center of strict performance of any
provision of this Lease shall not be deemed a waiver of or prejudice the City's or Senior Center's
right to require strict performance of the same provision in the future or of any other provision.
9.7 Survival. Any covenant or condition (including, but not limited to,
indemnification agreements), set forth in this Lease, the full performance of which is not
specifically required prior to the expiration or earlier termination of this Lease, and any covenant
or condition which by their terms are to survive, shall survive the expiration or earlier
termination of this Lease and shall remain fully enforceable thereafter.
9.8 Partial Invalidity. If any provision of this Lease is held to be invalid or
unenforceable, the remainder of this Lease, or the application of such provision to persons or
circumstances other than those to which it is held invalid or unenforceable, shall not be affected
thereby, and each provision of this Lease shall be valid and enforceable to the fullest extent
permitted by law.
9.9 Calculation of Time. All periods of time referred to in this Lease shall include
Saturdays, Sundays, and legal holidays. However, if the last day of any period falls on a
Saturday, Sunday, or legal holiday, then the period shall be extended to include the next day
which is not a Saturday, Sunday or legal holiday. "Legal Holiday" shall mean any holiday
observed by the Federal Government. As used in this Lease, "Business Days" shall exclude
Saturdays, Sundays, legal holidays and the week between December 25 and January 1.
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9.10 Headings. The article and section headings contained herein are for convenience
in reference and are not intended to define or limit the scope of any provisions of this Lease.
9.11 Exhibits Incorporated by Reference. All Exhibits attached to this Lease are incorporated by reference herein for all purposes.
9.12 Modification. This Lease may not be modified except by a writing signed by the
parties hereto.
9.13 Engagement of Brokers. Senior Center and the City each represent to one another
that if a broker's commission is claimed, the party who engaged the broker shall pay any
commission owed and shall defend, indemnify and hold the other party harmless from any such
claim.
9.14 Right of Parties and Successors in Interest. The rights, liabilities and remedies
provided for herein shall extend to the heirs, legal representatives, successors and, so far as the
terms of this Lease permit, successors and assigns of the parties hereto. The words "City" and
"Senior Center" and their accompanying verbs or pronouns, wherever used in this Lease, shall
apply equally to all persons, firms, or corporations which may be or become such parties hereto.
9.15 Execution of Multiple Counterparts. This Lease may be executed in two or more
counterparts, each of which shall be an original, but all of which shall constitute one instrument.
9.16 Defined Terms. Capitalized terms shall have the meanings given them in the text
of this Lease.
9.17 No Limit on City's Powers. Nothing in this Lease shall limit, in any way, the
power and right of the City to exercise its governmental rights and powers, including its powers
of eminent domain.
9.18 Non-Binding Mediation. Should any dispute arise between the parties to this
Lease, other than a dispute regarding the failure to pay Rent or other payments (including taxes)
as required by this Lease, it is agreed that such dispute will be submitted to a mediator prior to
any arbitration or litigation. The parties shall exercise good faith efforts to agree on a mediator.
The mediation fee shall be shared equally by the City and Senior Center. Mediation shall be
non-binding and will be conducted in Edmonds, Washington. Both parties agree to exercise
good faith efforts to resolve disputes covered by this section through this mediation process. If a
party requests mediation and the other party fails to respond within ten (10) days, or if the parties
fail to agree on a mediator within ten (10) days, a mediator shall be appointed by the presiding
judge of the Snohomish County Superior Court upon the request of either party. The finding of
the mediator shall only become binding upon the parties if both parties so agree and thereafter
execute a settlement agreement based on the mediator's findings or recommendation.
9.19 This Lease Supersedes. This Lease shall replace and supersede the 2008 Lease.
The parties hereby terminate the 2008 Lease in its entirety.
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Parties.
9.20 Recording. A Memorandum of this Lease may be recorded after execution by the
9.21 Entire Agreement. This Lease represents the entire agreement between the City
and Senior Center relating to Senior Center's leasing of the Property. It is understood and agreed
by both parties that neither party nor an official or employee of a party has made any
representations or promises with respect to this Lease or the making or entry into this Lease,
except as expressly set forth in this Lease. No claim for liability or cause for termination shall
be asserted by either party against the other for, and neither party shall be liable by reason of,
any claimed breach of any representations or promises not expressly set forth in this Lease; all
oral agreements with the parties are expressly waived by both parties. This Lease has been
extensively negotiated between the parties. Therefore, no alleged ambiguity or other drafting
issues of the terms of this Lease shall be construed, by nature of the drafting, against either party.
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IN WITNESS HEREOF, the parties have subscribed their names hereto effective as of
the day, month and year first written above.
LESSEE: LESSOR:
EDMONDS SENIOR CENTER. THE CITY OF EDMONDS
By:
By: David Earling
As Its Mayor
Its: _______________________
APPROVED BY CITY
COUNCIL ON:
ATTEST:
APPROVED AS TO FORM
Jeff Taraday
City Attorney
STATE OF WASHINGTON )
) ss.
City Clerk
COUNTY OF SNOHOMISH )
I certify that I have evidence that David Earling is the person who appeared before me,
and said person acknowledged that he signed this instrument, on oath stated that he was
authorized to execute the instrument and acknowledged it as the Mayor of the City of Edmonds,
to be the free and voluntary act of such party for the uses and purposes mentioned in the
instrument.
DATED:
PRINTED NAME:
NOTARY PUBLIC
___
In and for the State of Washington.
My commission expires:
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STATE OF WASHINGTON )
) ss.
COUNTY OF SNOHOMISH )
I certify that I have evidence that is the person who appeared
before me, and said person acknowledged that he signed this instrument, on oath stated that he
was authorized to execute the instrument and acknowledged it as the President of the Edmonds
Senior Center, to be the free and voluntary act of such party for the uses and purposes mentioned
in the instrument.
DATED:
PRINTED NAME:
NOTARY
PUBLIC
In and for the State of Washington.
My commission expires:
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EXHIBIT A
Property Description
Property
Descriptio
n
THAT PORTION OF GOVERNMENT LOT 2, IN SECTION 23, TOWNSHIP 27
NORTH, RANGE 3 EAST, W.M., IN SNOHOMISH COUNTY, WASHINGTON
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE WESTERLY LINE OF THE GREAT
NORTHERN RAILWAY RIGHT-OF-WAY WITH SOUTH LINE OF SAID GOVERNMENT LOT
2; THENCE NORTH 42°35'13" EAST ALONG SAID RIGHT-OF-WAY LINE A DISTANCE OF
150.00 FEET; THENCE AT RIGHT ANGLES TO SAID RIGHT OF WAY LINE NORTH
47°24'47" WEST, A DISTANCE OF 78.73 FEET; THENCE NORTH 42°35'13"
EAST PARALLEL WITH SAID RIGHT OF WAY LINE, A DISTANCE OF 7.53 FEET TO THE
POINT OF BEGINNING; THENCE NORTH 42°51'01" EAST, A DISTANCE OF 81.04'; THENCE
SOUTH 47°08'59" EAST, A DISTANCE OF 1.28 FEET; THENCE NORTH 42°51'01" EAST, A
DISTANCE OF 28.17 FEET; THENCE NORTH 47°08'59" WEST, A DISTANCE OF 4.75 FEET;
THENCE NORTH 42°51'01" EAST, A DISTANCE OF 18.33 FEET; THENCE SOUTH 47°08'59"
EAST, A DISTANCE OF 3.25 FEET; THENCE NORTH 42°51'01" EAST, A DISTANCE OF
23.17 FEET; THENCE NORTH 46°41'06" WEST, A DISTANCE OF 100.13 FEET; THENCE
SOUTH 42°51'01" WEST, A DISTANCE OF 3.00'; THENCE SOUTH 47°08'59" EAST, A
DISTANCE OF 2.00'; THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 11.07 FEET;
THENCE NORTH 47°08'59" WEST, A DISTANCE OF 2.00 FEET; THENCE SOUTH 42°51'01"
WEST, A DISTANCE OF 3.00 FEET; THENCE SOUTH 47°08'59" EAST, A DISTANCE OF 2.00
FEET; THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 32.95 FEET; THENCE NORTH
47°08'59" WEST, A DISTANCE OF 1.50 FEET; THENCE SOUTH 42°51'01" WEST, A
DISTANCE OF 3.00 FEET; THENCE SOUTH 47°08'59" EAST, A DISTANCE OF 1.50 FEET;
THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 10.60 FEET; THENCE NORTH 47°08'59"
WEST, A DISTANCE OF 1.50 FEET; THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 3.00
FEET; THENCE SOUTH 47°08'59" EAST, A DISTANCE OF 1.50 FEET; THENCE SOUTH
42°51'01" WEST, A DISTANCE OF 10.60 FEET; THENCE NORTH 47°08'59" WEST, A
DISTANCE OF 1.50 FEET; THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 3.00 FEET;
THENCE SOUTH 47°08'59" EAST, A DISTANCE OF 1.50 FEET; THENCE SOUTH 42°51'01"
WEST, A DISTANCE OF 10.60 FEET; THENCE NORTH 47°08'59" WEST, A DISTANCE OF
1.50 FEET; THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 3.00 FEET; THENCE SOUTH
47°08'59" EAST, A DISTANCE OF 1.50 FEET; THENCE SOUTH 42°51'01" WEST, A DISTANCE
OF 21.35 FEET; THENCE SOUTH 47°08'59" EAST, A DISTANCE OF 1.56 FEET; THENCE
SOUTH 42°51'01" WEST, A DISTANCE OF 8.51 FEET; THENCE NORTH 47°08'59" WEST, A
2.1.c
Packet Pg. 86 Attachment: 2018-09-17 Lease and Option Final Revisions clean version (Senior Center Lease Amendment Proposal)
21
BNC\16830\0002\00764457.Vl
--------------------------------------------
DISTANC
E OF 1.56
FEET;
THENCE
SOUTH
42°51'01"
WEST, A DISTANCE OF 15.24 FEET; THENCE SOUTH 47°08'59" EAST, A DISTANCE OF
28.25 FEET; THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 12.58 FEET; THENCE
SOUTH 47°08'59" EAST, A DISTANCE OF 70.11FEET TO THE POINT OF BEGINNING
SITUATE IN THE COUNTY OF SNOHOMISH, STATE OF WASHINGTON .
-------AT R/ A FR TPB TH SELY TPB BOTH PER WD 683-545 2/23/73
---------
2.1.c
Packet Pg. 87 Attachment: 2018-09-17 Lease and Option Final Revisions clean version (Senior Center Lease Amendment Proposal)
City of Edmonds
ENGINEER'S ESTIMATE - Frontage Development
Item Description Qty Unit Qty Unit Unit Price Total Price
1 Mobilization 1 LS 1 LS 8% 13,000$
2 Traffic Control 1 LS 1 LS $15,000 15,000$
3 Construction Survey 1 LS 1 LS $8,000 8,000$
4 Erosion Control - Silt Fence 320 LF 320 LF $6 1,920$
6 Erosion Control - CB Filter 5 EA 5 EA $350 1,750$
10 Site Demo - Remove Concrete Sidewalk (assumed 4" thick) 487 SF 487 SF $2.50 1,218$
11 Site Demo - Remove Asphalt Pavement (assumed 4" thick) 2789 SF 2789 SF $1.00 2,789$
12 Site Demo - Dispose of Asphalt & Concrete Debris 50 CY 50 CY $23 1,150$
13 Earthwork - Rough Grading 246 CY 246 CY $4.50 1,107$
14 Earthwork - Fine Grading 3845 SF 3845 SF $0.20 769$
15 Earthwork - Remove Unsuitable Material to Subgrade 100 CY 100 CY $37 3,700$
16 Earthwork - Gravel Borrow for Pavement Subgrade 346 CY 346 CY $39 13,494$
17 Earthwork - Bioretention Soil 25 CY 25 CY $63 1,587$
18 Earthwork - Planting Soil 41 CY 41 CY $63 2,553$
19 Earthwork - Onsite Dewatering 1 LS 1 LS $5,000 5,000$
22 Storm Drainage - 12" Storm Drain Pipe, Including Trench 264 LF 264 LF $35 9,240$
25 Storm Drainage - Catch Basin, Type I 6 EA 6 EA $950 5,700$
27 Storm Drainage - Bioretention Planter 2 EA 2 EA $8,000 16,000$
28 Storm Drainage - Rain Garden Grading 2 EA 2 EA $1,000 2,000$
29 Storm Drainage - Dispose of Unsuitable 120 CY 120 CY $32 3,840$
30 Storm Drainage - Gravel Borrow for Trench Backfill 120 CY 120 CY $39 4,680$
31 Site Paving - Concrete Walkway, 4" 2160 SF 2160 SF $8 17,280$
32 Site Paving - Concrete Pavement, 6" 0 SF 0 SF $10 -$
33 Site Paving - Cast-in-Place Concrete Vertical Curb 301 LF 301 LF $44 13,244$
34 Site Paving - Asphalt Pavement, 4" Thick 9 TON 9 TON $250 2,250$
35 Site Paving - Pavement Marking and Signage 1 LS 1 LS $3,000 3,000$
36 Landscape Planting- General 547 SF 547 SF $7 3,829$
37 Landscape Planting- Bioretention 340 SF 340 SF $7 2,380$
38 Landscape Planting- Trees 3 EA 3 EA $250 750$
39 Irrigation 887 SF 887 SF $6 5,322$
40 Relocate Bus Shelter 1 LS 1 LS $5,000 5,000$
41 Electrical- TBD 1 LS 1 LS
42 6" dia. Sewer Line to Building, incl trench (assume 120 LF) 1 LS -$
43 2" dia. Water Line to Building, incl trench (assume 120 LF) 1 LS -$
44 6" dia. Fire Line to Building, incl trench (assume 240 LF, 2 hydrants) 1 LS -$
45 3/4" dia. Gas Line to Building, incl trench (assume 120 LF) 1 LS -$
Bid Item Total 167,551$
WSST (10.3%)10.3%17,258$
SUBTOTAL =184,809$
CONTINGENCIES 66,531$
Multi-Year Inflation 2 YR 2 YR 3%11,089$
Design Contingency 20%36,962$
Management Reserve 10%18,481$
TOTAL - CONSTRUCTION COST =251,340$
CONSTRUCTION MANAGEMENT 15%37,701$
PUBLIC ART (1%)1%2,513$
TOTAL PROJECT COSTS =291,554$
VE Items
2.1.d
Packet Pg. 88 Attachment: Edmonds Waterfront.Frontage Engineers estimate SD (Senior Center Lease Amendment Proposal)
City of Edmonds
ENGINEER'S ESTIMATE - Parking Lot Development
Item Description Qty Unit Unit Price Total Price
1 Mobilization 1 LS 8% 58,000$
2 Traffic Control 1 LS 2% 11,000$
3 Construction Survey 1 LS $10,000 10,000$
4 Erosion Control - Silt Fence 200 LF $6 1,200$
5 Erosion Control - Construction Entrance 1 EA $3,500 3,500$
6 Erosion Control - CB Filter 15 EA $350 5,250$
7 Erosion Control - Treatment Train Rental, Operation, and Maintenance 3 month $12,000 36,000$
8 Erosion Control - Treatment Train Mob, Setup, & Demobilization 1 LS $25,000 25,000$
9 Erosion Control - Water Discharge Monitoring and Testing 1 LS $3,600 3,600$
10 Site Demo - Remove Concrete Sidewalk (assumed 4" thick) 600 SF $2.50 1,500$
11 Site Demo - Remove Asphalt Pavement (assumed 4" thick) 30300 SF $1.00 30,300$
12 Site Demo - Remove Old Concrete Foundation 1 LS $10,000 10,000$
13 Site Demo - Dispose of Asphalt & Concrete Debris 390 CY $23 8,970$
14 Earthwork - Rough Grading 2300 CY $4.50 10,350$
15 Earthwork - Fine Grading 36000 SF $0.20 7,200$
16 Earthwork - Remove Unsuitable Material to Subgrade 500 CY $37 18,500$
17 Earthwork - Gravel Borrow for Pavement Subgrade 2800 CY $39 109,200$
17 Earthwork - Bioretention Soil 45 CY $63 2,809$
18 Earthwork - Planting Soil 382 CY $50 19,078$
18 Earthwork - Onsite Dewatering 1 LS $5,000 5,000$
19 Storm Drainage - Roof Drain Pipe, Including Trench LF $23 -$
20 Storm Drainage - 8" Storm Drain Pipe, Including Trench 73 LF $26 1,898$
21 Storm Drainage - 12" Storm Drain Pipe, Including Trench 102 LF $35 3,570$
22 Storm Drainage - Trench Drain 95 LF $350 33,250$
23 Storm Drainage - Clean Outs 3 EA $400 1,200$
24 Storm Drainage - Catch Basin, Type I 4 EA $950 3,800$
25 Storm Drainage - Manhole 1 EA $3,500 3,500$
26 Storm Drainage - Bioretention Planter 1 EA $8,000 8,000$
27 Storm Drainage - Rain Garden Grading 1 EA $1,000 1,000$
28 Storm Drainage - New Outfall with Trash Rack 1 EA $4,000 4,000$
29 Storm Drainage - Dispose of Unsuitable 80 CY $32 2,560$
30 Storm Drainage - Gravel Borrow for Trench Backfill 80 CY $39 3,120$
32 Site Paving - Standard Finishes - Promenade 1500 SF $10 15,000$
32 Site Paving - Artistic Finishes - Promenade 750 SF $20 15,000$
31 Site Paving - Standard Finishes - Building Perimeter 3344 SF $10 33,440$
33 Site Paving - Artistic Finishes - Building Perimeter 1115 SF $15 16,725$
34 Site Paving - Artistic Finishes - Wedding Lawn "Ring" 103 SF $70 7,210$
35 Site Paving - Concrete Pavement, 6" 140 SF $10 1,400$
36 Site Paving - Cast-in-Place Concrete Vertical Curb 80 LF $35 2,800$
37 Site Paving - Asphalt Pavement, 4" Thick 510 TON $160 81,600$
38 Site Paving - Wheel Stops 71 EA $150 10,650$
39 Site Paving - Pavement Marking 1 LS $10,000 10,000$
40 Large Boulders 52 Ton 130.00$ 6,760.00$
42 Landscape Planting- General 4546 SF $5 22,730$
43 Landscape Planting- Bioretention 602 SF $7 4,214$
44 Landscape Planting- Lawn- Sod 605 SF $15 9,075$
45 Landscape Planting- Trees 30 EA $250 7,500$
46 Irrigation 5753 SF $6 34,518$
47 Electrical, Parking Pole Lights 11 EA $4,250 46,750$
48 Removable Bollards 2 EA $1,000 2,000$
49 Stationary Bollards 2 EA $500 1,000$
50 Bike Racks 14 EA $250 3,500$
51 Transformer enclosure 52 LF $75 3,900$
Bid Item Total 778,127$
WSST (10.3%)10.3%80,147$
SUBTOTAL =858,274$
CONTINGENCIES 308,979$
Multi-Year Inflation 2 YR 3%51,496$
Design Contingency 20%171,655$
Management Reserve 10%85,827$
TOTAL - CONSTRUCTION COST =1,167,253$
CONSTRUCTION MANAGEMENT 15%175,088$
PUBLIC ART (1%)1%11,673$
TOTAL PROJECT COSTS =1,354,013$
Note: Parking Lot Development does NOT include any street frontage work.
VE Items
2.1.e
Packet Pg. 89 Attachment: Edmonds Waterfront.Parking Engineers Cost Estimate SD (Senior Center Lease Amendment Proposal)
2.1.f
Packet Pg. 90 Attachment: EWC SD Budget Summary 9-13-18 (Senior Center Lease Amendment Proposal)
2.1.f
Packet Pg. 91 Attachment: EWC SD Budget Summary 9-13-18 (Senior Center Lease Amendment Proposal)
Page 1 / 2
UPDATE 7/2/2018
REVISION
Edmonds Waterfront Center
Budget Control Log - SD Estimate
Running total TCC -> $ 12,001,415
ALT #DESCRIPTION FOLLOW-UP DRAWING CHANGE
REQUIRED
TOTAL VALUE REMARKS PENDING ACCEPTED DECLINE
Global Scope Items
G1 Receive/review hazardous material report to confirm budget (no report issued). $50,000 allowance in SD budget ESC $ - unverified X
G2 Possible conflict with Ebb Tide footings during demo - delete shoring allowance. $10,000 allowance in SD budget EW $ (12,315) To be carried by ESC $ (12,315)
G3 $ -
G4 $ -
Architectural/Structural
A1 Replace bottom 30" of west & curved curtain wall with concrete stem wall and interior furred wall-124 LF EW/WGC $ (4,428) Includes curved wall footage $ (4,428)
A2 Add faux chimney screening around rooftop kitchen hood exhaust fan EW/ESC $ - X
A3a Replace exterior brick/masonry with Ceraclad (or equal) siding EW/ESC $ (54,508) Cereclad X
A3b Replace exterior brick/masonry with Nichiha (or equal) siding EW/ESC $ (44,644) Nichiha option X
A4 Change ground faced CMU to split faced or standard block at dumpster location $ (867) $ (867)
A5 Change metal wrapped interior base to painted AZEK type materials $ (14,408) $ (14,408)
A6 Leave existing CMU wall at Ebb Tide/EWC and cut down to 7' tall and flash top of wall ESC $ - Potential savings in protection of Ebb Tide footings. Need
further discussions with EBB Tide
X
A7 Delete hurricane shutters on west/north side of building $ (58,253) $ (58,253)
A8 Change to level four drywall finish vs. level five that was specified (or reduce if possible) $ (30,787) At all walls $ (30,787)
A9 Change to surface walk off matts at entry (carpet tiles) vs. Pedigrid recess walk off $ (8,600) At the 2 vestibules (east & west) $ (8,600)
A10a Banquet room floor-Loose lay enhanced resilient vinyl (Mohawk Secoya) in lieu of wood ESC $ (37,663) Verify products $ (37,663)
A10b Densified and polished (not stained) concrete floors throughout 1st floor in lieu of floor coverings $ (66,658) Storage rooms to remain sealed concrete $ (66,658)
A11 Review floating floor at the stage area for value engineering ESC $ - Same as banquet floor X
A12 Acoustic wall treatment / confirm scope and extent of panels EW/Acoustic $ - Sound consultant X
A13 Change skylight stairs from architectural specialty to standard built in stairs $ (18,472) $ (18,472)
A14 Confirm actual count/length of auger cast grout piles vs. estimated count by engineer Geotech/Engineer $ - Geotech & engineer X
A15 Ceraclad siding vs. Hardie panel $ (30,368) Field painted X
A16 Rigid insulation under entire slab vs. just grade beams/perimeter per spec EW $ 32,018 Need energy model for decision $ 32,018
A17 Review corridor hand rails for scope and extent of rails (one side covered in budget)EW/ESC $ - X
A18 Delete fireplace ESC $ (58,494) $ (58,494)
A19 PVC roofing over rigid insulation over car decking in lieu of metal roofing over SIPS panels $ (255,011) $ (255,011)
A20 Substitute "second look" ACT vs. the 12"x 12" ceiling tile specified $ - included in SD budget X
A21 Eliminate exterior "banners" included in SD Budget $ (24,629) $ (24,629)
A22 Delete acoustic glazing requirement EW/Acoustic $ (73,001) See #A32 & A33 X
A23 Delete acoustic rated wall requirement EW/Acoustic $ - Need Acoustic Engineer X
A24 Straight line north curtain wall in lieu of radius.EW -$ Due to more sq footage, no cost savings. X
A25 Nanawall to 4 pairs of 6'x8' doors w/2 foot transom above $ (14,246) $ (14,246)
A26 Vapro shield vapor barrier in lieu of Prosoco $ (30,541) $ (30,541)
A27 Delete oculus roof opening $ (1,638) $ (1,638)
A28 Change spandrel panels to siding over wood framing (2004 SF) $ (84,348) See #A32, A33, & A34 for revised exterior finishes X
A29 Change to storefront at NE corner conference/multipurpose room in lieu of curtain wall EW $ - See #A32 X
A30 Add Public Art $ - Add to budget X
A31 Lower first floor height 2' $ (115,824) X
A32 Revise storefront/curtain wall per 4.13.18 Progress Set. 2 layers laminated STC 42 glazing at acoustic storefront windows. $ (482,698) Major change is curtain wall on west elevation changed to
vinyl windows.
$ (482,698)
A33 Vinyl windows with custom color exterior/white interior and STC 38 glazing at acoustic glazing per 4.13.18 Progress Set $ 77,330 $ 77,330
A34 Cereclad siding in standard colors per 4.13018 Progress Set $ 142,417 $ 142,417
A35 Drainage mat in lieu of outboard mineral fiber insulation at exterior stone cladding $ (14,396) Needs verification with energy envelope $ (14,396)
A36 2" mineral fiberboard insulation with thermal break clips in lieu of R10 rigid outboard insualtion $ 102,456 X
A37 Add 2 layers 5/8" gypsum fiber roof board over roof substrate for sound attenuation 110,424$ X
A38 Add to upgrade banquet folding partition to STC 56 Encore electric automated, stack kitchen side $ 36,051 $ 36,051
A39 ROM budget add to change from 3x6 to 4x6 car decking and 15% increase in roof glu lam support beams $ 111,507
A40 $ -
2.1.g
Packet Pg. 92 Attachment: EWC SD BCL 7-2-18 (Senior Center Lease Amendment Proposal)
Page 2 / 2
ALT #DESCRIPTION FOLLOW-UP DRAWING CHANGE
REQUIRED
TOTAL VALUE REMARKS PENDING ACCEPTED DECLINE
A41 $ -
A42 $ -
A43 $ -
Landscape & Site Improvements
L1 Remove the two fire hydrants from SD Budget $ (12,315) $ (12,315)
L2 $ -
L3 $ -
Elevator
E1 Elevator: proposed subcontract vs. SD Budget $ (23,996) $ (23,996)
E2 $ -
Mechanical/Plumbing
M1 Plumbing: Proposed subcontract amount vs. SD budget $ (105,316) $ (105,316)
M2 Use ABS/PVC for underground and vent piping vs. cast iron $ (7,033) $ (7,033)
M3 Delete footing drains $ (7,019) To be verified by Engineer $ (7,019)
M4 Use CPVC or WIRSBO water lines in lieu of copper $ (8,145) $ (8,145)
M5 Use ABS/PVC vent piping in lieu of cast iron except at banquet and thrift store spaces $ (9,282) $ (9,282)
M6 Add to change all toilets to handicap height ESC $ - No cost add as long as stay with floor mounted toilets X
M7 HVAC: Proposed subcontract amount vs. SD budget $ (329,239) $ (329,239)
M8 Pollutant control device (PCD) for kitchen hood exhaust. Verify if required. $ (156,932) Add faux chimney on roof $ (156,932)
M9 Add ceiling fans to exercise and gathering places as requested by ESC ESC $ - X
M10 $ -
M11 $ -
Fire Protection
FP1 Fire sprinklers: Subcontract vs. SD budget $ (17,179) $ (17,179)
$ -
Electrical
E1 Electrical: Proposed subcontract amount vs. SD budget $ (54,477) $ (54,477)
E2 Reduce light fixture allowance - VE lighting package EW $ - Lighting layout/fixture specification needed X
E3 Confirm IT/AV scope of work to support Owners Vendor ESC $ - X
E4 Add Electrical charging stations in parking lot CITY OF E $ - X
E5 $ -
E6 $ -
Subtotals $ (1,655,526) $ (49,035) $ (1,528,185) $ -
SD Estimate R0 $ 13,529,600
TCC SD Estimate TCC including accepted alternates $ 12,001,415
Yellow items are changes to previous BCL
Note 1) All pricing includes contractor markups but excludes sales tax.
Note 2) Cost alternate items are not represented to be equal to specified products. Owner is understood to acknowledge
this for any accepted alternates.
Note 3) Architect is responsible for confirming accepted alternates meet requirements for intended use and applicable
codes.
2.1.g
Packet Pg. 93 Attachment: EWC SD BCL 7-2-18 (Senior Center Lease Amendment Proposal)
Waterfront Redevelopment/Sr Ctr parking lot/Frontage improvements
Expenditures
2017 2018 2019 Total 2020
Design - Waterfront $248,987.00 $674,668.00 $275,000.00 $293,537.00 $106,131.00
Design Parking Lot $116,040.00
Design/Frontage $106,131.00
Design Ebb Tide $203,510.00
Environmental Permitting $75,000.00 $75,000.00
Construction - Ebb tide $1,371,033.00 $1,371,033.00
TCE Ebb Tide TBD TBD
Construction -Parking Lot $1,354,013.00 $1,354,013.00
Construction - Waterfront $2,129,118.00 $2,129,118.00
Construction -frontage $291,554.00 $291,554.00
Engineering Staff $180,000.00 $50,000.00 $80,000.00 $50,000.00
Building Permit costs $70,000.00 $50,000.00 $20,000.00
Total $6,145,386.00 $350,000.00 $343,537.00 $4,010,816.00 $4,704,353.00 $1,441,033.00
Revenue
Fund 125 $525,000.00 $125,000.00 $455,887.00 $291,033.00
Fund 126 $125,000.00 $150,000.00 $164,598.00 $250,000.00
Park Impact Fees $500,000.00 $250,000.00 $350,000.00 $150,000.00
WWRP $500,000.00 $750,000.00
ALEA $500,000.00
Snohomish County $125,000.00
Sr Ctr: 50% design for Parking lot and frontage $111,085.00
Sr. Ctr: 50% construction for parking lot, frontage $822,783.00
Total $1,150,000.00 $636,085.00 $2,918,268.00 $4,704,353.00 $1,441,033.00
Ttl cost for Parking lot and Frontage: $1,867,736 Ttl for Sr. Ctr.$933,868.00
2.1.h
Packet Pg. 94 Attachment: Waterfront Redevelopment and Sr Ctr parking lot draft budget (Senior Center Lease
Edmonds Senior Center Building Committee
Building Replacement Feasibility Review
June 2016
The need to replace the aging Edmonds Senior Center building has been under consideration for over 20
years. The building and property are owned by the City of Edmonds. Their Public Works Department has
been monitoring the condition of the building and providing required maintenance. Over the past 30
years the only structural issues addressed have been an attempt to level the floor in the lobby and
library in 1997, replacement of the seawall immediately west of the building in 2003 and replacement of
the roof in 2011.
A series of studies have been conducted to assess the feasibility of replacing the building and
subsequent capital campaign to replace it. The central questions to be addressed included:
1. Can the existing structure be cost effectively upgraded to address seismic issues and expanded
program needs?
2. Can ESC secure a long-term lease from the City should we make a major investment in the site?
3. Does ESC have the capacity to launch a major capital campaign?
4. What demographic trends and changing community needs should we consider in designing a
new building?
5. How can we best respond to environmental concerns and sea level rise?
6. Can ESC sustain the new building once it is built?
7. Is there an alternative site that would better serve our needs for a new center?
Can the existing structure be cost effectively upgraded to address seismic issues and expanded
program needs? No
Based on the 2007 “Geotechnical Report on the Edmonds Senior Center” by Shannon and Wilson, Inc.
that concluded the cost of seismic upgrades and leveling the floor would have exceeded $3M with no
other improvements to the building, the Board and the City decided it was not feasible to preserve the
existing building.
Can ESC secure a long-term lease from the City should we make a major investment in the site? Yes
In 2013 the City’s Strategic Action Plan called for a long term solution for updating the Senior Center and
designated ESC as lead to work with City’s Parks & Recreation Department to achieve that outcome. The
following year the City Council unanimously endorsed ESC’s plan to demolish the existing building and
construct a new multi- generational community center. In January 2015 the Council authorized the
Mayor to sign an Option to Lease contract thereby approving a 40-year lease (with a 15 year - extension
at ESC’s option) on the property.
Does ESC have the capacity to launch a major capital campaign? Yes
A pre-campaign study was conducted in 2000 by Pinson Philanthropic Advancement. Based primarily on
gifts from individuals they determined the organization could raise in the range of $5M for a new
building. In 2015 Daniel R. Johnson Consulting, LLC was retained to update the feasibility study. Based
on his assessment, the organization is in a position to raise in the range of $10M - $12M. This amount
2.1.i
Packet Pg. 95 Attachment: Building Replacement Feasibility Review FINAL (Senior Center Lease Amendment Proposal)
assumes 55% will come from Government sources, 20% from individuals, 16% from foundations and the
remainder from business and community campaign.
What demographic trends and changing community needs should we consider in designing a new
building?
The Program Committee of the Board reviewed the Snohomish County Department of Human Services,
Long Term Care and Aging, Area Plan on Aging Survey 2015, the 2013 Verdant Health Commission
Health & Wellness Community Needs Assessment and conducted an ESC member survey. Based on this
data they made the recommendation to expand program offerings and partnerships. Complementing
the services and activities of ESC offered Monday – Friday 8:00 a.m. to 4:00 p.m., the City Parks &
Recreation Department will provide classes and activities in the building from 4:00 p.m. to 10:00 p.m.
Monday – Thursday. Since the City’s current community center, the Francis Anderson Center, is at
capacity with a waiting list for many programs, the City plans to focus on youth programs at the
Anderson Center and adult programs at the new Center.
How can we best respond to environmental concerns and sea level rise?
ESC commissioned a report from Herrera Environmental Consultants to evaluate the risks associated of
building on the current waterfront site. The report considered sea level rise, storm waves and tsunami
risk. In addition, the City approved the Critical Area Ordinance that is compatible with our plans with
respect to FEMA guidelines. The Building Committee also met on site with the Corp of Engineers, local
tribal representatives and the City of Edmonds Planning Department. Working in concert with our
architect, Environmental Works, and the consultants listed above, ESC has determined a building can be
safely designed to address risks associated with the waterfront location.
Can ESC sustain the new building once it is built? Yes
A business plan has been developed that addresses sustainability in detail. ESC has been in operation at
the same site since 1967. The organization has been well managed, effectively living within its means
while offering a diverse set of programs. ESC has no debt and maintains a three month operating
reserve of $200K. Historically, ESC has relied on the principal the key to financial security is having a
diverse and stable set of funding sources. The new center’s sustainability plan will build on that principal
by capitalizing on the waterfront location in downtown Edmonds to expand rentals, public support, and
thrift store sales.
Did the ESC evaluate other possible sites? Yes, but moving to another site was deemed
infeasible.
The Edmonds Senior Center has operated from this location for 49 years and views themselves
as stewards of this exceptional waterfront site. The leading reasons for remaining on the
current location:
• Moving to another site was considered in the City’s 2013 Strategic Action Plan. Several
options where considered ranging from remodel to relocate. Moving to a different site
received the lowest support among the 2,500 citizens who participated.
• The ESC membership is passionate about staying.
• The partnership with the City allows a building that will serve people of all ages. The
larger more inclusive vision aids in raising the necessary funds to construct the building.
2.1.i
Packet Pg. 96 Attachment: Building Replacement Feasibility Review FINAL (Senior Center Lease Amendment Proposal)
• Stand-alone Senior Centers are being replaced across the country with community
center / multi user models.
• Our future sustainability is predicated on rental revenue which is directly linked to the
waterfront site.
Resources – Studies and Reports
Site and Structures
• Shannon & Wilson, Inc, April 18, 2007, Geotechnical Report, Edmonds Senior Center, Edmonds,
Washington
• MLA Engineering, pllc, April 13,2007, Seismic Evaluation
• Landau Associates Inc., 1997, Report of geotechnical engineering services, Edmonds Senior
Center, Edmonds, Washington.
• Pacific Engineering Technologies, Inc., 1997, Letter regarding “Progress report, preliminary site
observations and recommendations for additional study, report storm damage, Edmonds Senior
Center 220-254 Railroad Avenue, Edmonds, Washington.”
• Herrera Environmental Consultants, November 25, 2015, Report on the risk associated with
reconstruction of the Senior Center at the Edmonds waterfront site
• Cascade Testing Laboratory, Inc., Testing & Inspection – Engineering, 1976, Letter regarding,
“Soils investigation, South County Senior Center Addition, 220 Railroad Avenue, Edmonds,
Washington.”
Capital Campaign
• Pinson Philanthropic Advancement, Pre-Campaign Study May, 2000
• Daniel R. Johnson Consulting, LLC, Capital Campaign Feasibility Update, April 2016
Program
• Edmonds Community College, June 13, 2014, Final Class Project for Introduction to Project
Management, (Mgmt 270),”2014 Edmonds Senior/Community Center Programs Survey.”
• Verdant Health Commission, 2013, Health & Wellness Needs Assessment.
• AARP, Transforming Senior Centers into 21st Century Wellness Centers, December 2011
Sustainability
• Edmonds Community College, Fall Quarter 2013, Final Class Project for Introduction to Project
Management, (Mgmt 270),”New Facility Best Use Study.”
• Edmonds Community College, August 20, 2013, Final Class Project for Introduction to Project
Management, (Mgmt 270),”A Development Proposal for the Edmonds Senior Center Thrift
Store.”
• Edmonds Senior Center Strategic Plan – January 2016
• Edmonds Senior Center Business Plan – June 2016
2.1.i
Packet Pg. 97 Attachment: Building Replacement Feasibility Review FINAL (Senior Center Lease Amendment Proposal)
1
Capital Campaign Feasibility Study for Edmonds Senior Center
Updated April 2016
Introduction
As a nonprofit and fundraising consultant I was retained by Edmonds Senior Center (ESC) in January
2015 to assess their readiness and potential to launch a successful capital campaign. My scope of work
has comprised:
• Reviewing Pre-Campaign Study by Pinson Philanthropic Advancement, May 2000
• Assessing the Board and organizational planning
• Analysis of the organizations readiness and potential for a capital campaign
• Establishing a range for fundraising goal
• Preparing a campaign plan framework
• Reviewing sustainability plan
I am currently working for the ESC in a part-time capacity as the Campaign Director.
Background: Edmonds Senior Center has operated from the same site since its formation as the South
County Senior Center in 1967. The building, located along the shoreline in Edmonds, was formerly used
for boat storage and sales. The building and property are owned by the City of Edmonds. The City makes
the space available to ESC on a long term ($10/ year) lease, maintains the building and supports the
center with an annual program grant of $60,000. The topic of building a new building was first
introduced in the mid-1970’s but there was insufficient urgency and lack of support on the Board for a
new center. As the building continued to show its age the ESC Board began the due diligence to explore
a capital campaign to build a new center. A campaign feasibility study was completed in 2000. In 2007 a
geotechnical study by Shannon & Wilson found the aging building had significant structural issues that
needed to be addressed. The estimated cost at that time for the retrofit and seismic upgrades was $3M.
In 2013 the City’s Strategic Action Plan called for a long term solution for updating the Senior Center and
designated ESC as lead to work with City’s Parks & Recreation Department. The following year the City
Council endorsed ESC’s plan to demolish the existing building and construct a new community center.
Goals: (1) Construct a new state of the art, sustainable, model community facility that serves citizens of
all ages. (2) Expand programs emphasizing health & wellness. (3) Protect, preserve and enhance the rare
waterfront property for community use.
Board: ESC’s Board is made up of 21 dedicated Board members. The Board oversees planning, program,
finance and fundraising. During the past year the Board completed a strategic planning process, and
recruited 10 new high caliber Board members.
Staffing: There are a total of 9 paid professional staff. The Executive Director, Farrell Fleming has 38
years of nonprofit managerial experience. The Finance Manager has 34 years of nonprofit leadership
experience including extensive experience managing large construction projects.
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Building Committee: The principals of the Building Committee have vast experience covering all aspects
of planning, permitting and construction. Anthony de Sam Lazaro, PhD CEng - Professor and Dean
Emeritus of the School of Engineering at Saint Martin's University in Lacey WA. Phil Lovell, P.E., M.ASCE
– retired Vice President & Operations Manager – Turner Construction (37 years). John Osterhaug –
retired Engineer - Honeywell Inc. Colleen Clayton – retired development review professional – City of
Bellevue, Department of Planning & Community Development. Hydrology Engineer – King County
Building Department of Development and Environmental Services Subdivisions Department. Terry
Olmsted - retired Engineering Geologist with over 50 years’ experience in the geotechnical and
environmental engineering fields. Wayne Hakola – retired Project Manager, University Mechanical
Contractors Inc.
City of Edmonds: Edmonds is the third most populous city in Snohomish County after Everett and
Marysville, the population was 39,709 according to the 2010 census. Based on per capita income, one of
the more reliable measures of affluence, Edmonds ranks 20th of 281 areas in the state of Washington.
According to a 2009 estimate, the median income for a household in the city was $66,892 and the per
capita income for the city was $42,432. About 2.6% of families and 4.6% of the population were below
the poverty line, including 3.9% of those under age 18 and 3.3% of those age 65 or over. As of the
census of 2010, there were 39,709 people, 17,381 households, and 10,722 families residing in the city.
The racial makeup of the city was 83.4% White, 2.6% African American, 0.7% Native American, 7.1%
Asian, 0.3% Pacific Islander, 1.8% from other races, and 4.1% from two or more races. Hispanic or Latino
of any race were 5.3% of the population.
Pinson Philanthropic Advancement Campaign Assessment
• Sought input from 65 community leaders through personal interviews
• Confirmed a broad base of support for ESC’s work and vision
• 95% of those interviewed were aware of the need for a new Center
• 81% said they would contribute
• Determined a capital campaign in the range of $5M was possible
Daniel R Johnson Consulting, LLC Feasibility Process:
Working with the Board leadership we identified community leaders, former Board members, donors
and key Snohomish County funders. We organized them by category to ensure a representative sample
including:
• Board (20)
• Past ESC leadership (8)
• Donors & donor prospects (18)
• Government (9)
• Foundations (10)
• Business (5)
Seventy interviews were conducted inquiring from the individuals their perception of ESC and their
plans to build a new center as well as assess their potential interest in investing in the project.
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Assessment:
Vision – The vision to build a center for people of all ages rather than just replace the senior center has
activated a broad base of supporters. Bringing young and old together opens up countless
opportunities for intergenerational programing. In turn, this larger vision will appeal to a greater
number of individual donors and funders. The partnership with the City of Edmonds is a central aspect
of the sustainability plan as the City will fund the Parks and Recreation programs offered in the center
from 4:00 – 10:00 pm Monday – Thursday.
Building Site - The rare waterfront site is designated as a regional park. The City has indicated they will
take the lead on fundraising for the beach restoration budgeted at $1.415M. The exceptional views of
the ferries, Puget Sound and the Olympic mountains will be a draw for participants and potential
rentals. The facility is also adjacent to a regional transportation hub; the Washington State Ferry,
Sounder Commuter Train, three local bus lines and one commuter route are all within walking distance
of the Center.
Institutional Readiness
Board – the Board of 21 is diverse in age and experience. They are among the most dedicated Boards
I have worked with in my career. Seven Board members actively serve on the Capital Campaign
Committee. Four have taken key leadership and strategy roles: Gary Haakenson – former Mayor of
Edmonds; David Jaffe – retired CEO of Swedish Edmonds and Harborview Hospitals; Kevin Hanchett -
attorney & principal of Resource Transition Consultants; Heather Krause – Krause & Thorpe Wealth
Management – RBC. Recommendation: continue Board development & Board expansion.
Planning – During the past 12 months the Board has completed a strategic plan. Recommendation:
complete operations plan and marketing plan.
Infrastructure – Recommendation: complete website upgrade.
Capital Campaign Plan:
Plan Overview
Sector Goal Raised Balance
Leadership Individuals $ 2,500,000 $ 1,025,000 $ 1,475,000
Board $ 300,000 $ 140,026 $ 159,974
Government $ 5,500,000 $ 1,750,000 $ 3,750,000
Foundations $ 2,000,000 $ 30,000 $ 1,970,000
Businesses $ 400,000 $ -0- $ 400,000
Community Campaign $ 300,000 $ 26,190 $ 273,810
SUBTOTAL – Building & Parking $11,000,000 $ 2,971,216 $ 8,028,784
City of Edmonds $ 1,415,743 $ -0- $ 1,415,743
SUBTOTAL – Shoreline Restoration & Access $ 1,415,743 $ -0- $ 1,415,743
TOTAL $12,415,743* $ 2,971,216 $ 9,444,527
* This number includes $1,415,743 for beach restoration and access; the City of Edmonds has taken
the lead on this and has applied to the State for funding.
Fundraising – Recommendation: I have assessed ESC’s capacity to raise capital funds from individuals,
government, foundations, local businesses and equity partners.
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• Individuals – ESC has a broad base of supporters, but a small base of donors. This is due in part
because they have done limited fundraising over the years. In many cases supporters can be
converted into donors especially when they believe in the vision and have confidence in the
organization to both build and sustain the new facility. Rick Steves has made a $1M matching
pledge. Based on my interviews I believe ESC can raise between $2M - $2.5M from individuals.
• Government – ESC is uniquely positioned to raise at least 50% of its campaign goal from
government sources. The City of Edmonds has committed nearly $1M and applied for another
$1M from the State for the shoreline. A State appropriation of $1.25M was secured in 2015. A
State Building Communities Fund application of $2.25M is being submitted in August. The County
has encouraged ESC to request $500K in Real Estate Excise Tax and a $1.75M request from
Verdant Health Commission is pending. As a result, I estimate ESC can raise between $5M and
$6M.
• Foundations –I have spoken with four foundations who have indicated an interest in the project.
We have identified an additional 10 foundations where their funding priorities align with ESC’s
plans. Based on their current success and identified prospects I believe ESC can raise between
$1.5M – $2M from foundations.
Foundation Prospects
C. Keith Birkenfeld Charitable Trust Multiple conversations – green light to apply in Sept
Boeing Employees Community Fund Multiple conversations – apply in the fall
Campion Foundation
Margaret Cargill Foundation Initial inquiry made
Charlotte Martin Foundation
Foster Foundation Initial inquiry made
McCaw Foundation
McEachern Charitable Trust LOI submitted
Hazel Miller Foundation Asked for request once more funding is secured
Norcliffe Foundation Asked for request once more funding is secured
Medina Foundation Meeting with ED – encouraged ESC to apply
Murdoc Foundation
RBC – Blue Water Board members works for company – will sponsor grant
Young Foundation Funded campaign
• Business – I have met with 5 business owners and the Chamber of Commerce. Based on this
information I believe ESC can raise between $300,000 and $500,000 from local businesses and
service Clubs.
Fundraising Environment in Edmonds – ESC must be clear in their messaging that distinguishes them
from other groups raising capital funds in the region.
Other Capital Campaigns in the area
Organization Goal Status
Edmonds Community College – STEM Building $8M Planning
Veterans Plaza $450K Wrapping up campaign
Volunteers of America – neighborhood center $12M In process
Edmonds School Dist Fd Nourishing Network – Admin & pantry $500K Planning
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Packet Pg. 101 Attachment: Campaign Feasibility Study FINAL (Senior Center Lease Amendment Proposal)
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Hurdles to overcome:
• ESC has not previously conducted a capital campaign
• Lack of major donor base
• Few large scale fund drives have been conducted in area to identify major gift capacity
• Growing the Board to include the horsepower to complete the campaign
• Messaging – tendency for public to view the new center as just a new senior center
Conclusion:
Based on the interviews, dollars raised and my analysis, ESC in a position to raise $10M - $12M in a
public capital campaign. This would require continuing the momentum they have built and further
engaging new Board members.
Daniel Johnson
Daniel R Johnson Consulting, LLC
Daniel Johnson Background
Daniel Johnson, MSW, has worked in non-profit leadership for more than 30 years. He has a
Masters of Social Work in the area of community organizational services and non-profit
management from the University of Washington. Daniel’s professional career has focused on
fundraising, marketing, board development, strategic planning, change management and
leadership. Joining Boys & Girls Clubs of King County in 1995 as a Branch Executive Director, he rose
through the ranks to President & CEO where he served for 12 years. Under his leadership he raised
$48M for capital improvements, grew the organization from a $6M to $14M serving 18,000 children
with a staff of 400 and won top program in the nation two years in a row. Since leaving Boys & Girls
Clubs Daniel has provided non-profit consulting in the areas of executive leadership, board
development, strategic planning and fundraising. In the past 5 years he has been providing capital
campaign council for 7 campaigns totaling $47M. Three buildings have been completed and one is
under construction. He is currently completing the $9M Village Green Community Center campaign
in Kingston. The center, housing a Boys & Girls Club, Library and Senior Center opened in May 2016.
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Packet Pg. 102 Attachment: Campaign Feasibility Study FINAL (Senior Center Lease Amendment Proposal)
Edmonds Waterfront Center Campaign Update – 9/11/18
Raised to date: $10,901,219 toward our revised goal of $16M
Campaign highlights
• Met $1M Rick Steves community challenge
• $1,021,000 in recent gifts
• Submitted conditional use and shoreline development permits
• Securing community space to house programs during transition year
• Plan to move out in December and break ground in January 2019 (subject to fundraising
& permitting)
Sector Goal Raised Balance
Leadership (individuals) $ 6,100,000 $ 4,707,500 $ 1,392,500
Board
Board Reserves
$ 400,000
$ 357,922
$ 125,000 $ 42,078
($ 125,000)
Government $ 6,500,000 $ 4,000,000 $ 2,500,000
Foundations $ 2,500,000 $ 1,490,000 $ 1,010,000
Community Campaign $ 500,000 $ 229,797 $ 279,203
Total $ 16,000,000 $ 10,901,219 $ 5,119,781
Potential Sources of Additional Funds
Leadership Gifts – Goal $1.5M
• Campaign Co-Chair Gary Haakenson – Woodway campaign event Sept. 30th
Board – Goal $150,000
• Asking Board members (who are able) to increase their original pledge
Government – Goal $2,500,000
• State, County, City
Foundations – Goal - $1M
• Hazel Miller, McEachern, Satterberg Foundation, local Tribes
Community Campaign – Goal - $300K
• Campaign Breakfast, October 25th
• Business campaign – in partnership with the Chamber
• Service Clubs
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Packet Pg. 103 Attachment: Campaign Update 9-11-18 (Senior Center Lease Amendment Proposal)
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Packet Pg. 104 Attachment: Campaign Update 9-11-18 (Senior Center Lease Amendment Proposal)
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Packet Pg. 105 Attachment: EWC Operational Draft Pro forma 8-23-18 (Senior Center Lease Amendment Proposal)