HomeMy WebLinkAboutThe Stratford CompanyA;.1-7
The LEASE AGREEMENT
THIS AGREEMENT, made and entered into this I54~ day of
Or~r , 2W, by and between THE STRATFORD COMPANY, a
Washington limited liability company, hereinafter referred to as "Lessor" and
THE CITY OF AUBURN; a Washington municipal corporation, hereinafter
referred to as "Lessee", as follows
WITNESSETH:
I Description: The Lessor, for and in consideration of the rentals
hereinafter provided and the covenants and agreements hereinafter contained,
hereby demises, lets and leases unto the Lessee the premises situated at the
Northwest corner of the intersection of South Division Street and First Street
Southwest (Lot 1), and at the Southeast corner of the intersection of West Main
Street and A Street Southwest (Lot 2), both located within the city of Auburn,
Washington, and legally described on Exhibit A attached hereto and incorporated
herein by reference.
2 Use of Premises. The Lessee shall use the premises for the purpose of
parking facilities for the employees, agents, representatives and invitees of the
Lessee, and shall not use them for any other purpose without the written consent
of the Lessor, which consent shall not be unreasonably withheld.
3 Term. This lease shall be for a term of ONE YEAR, commencing on the
15 day of Qc,-~yIe_4r , 2008 (the "date of commencement"), and
ending on the ! 4+h day of 0~~v(oPX , 200T.
4 Rent Pavments: Lessee agrees to pay to Lessor at Lessor's address
or such other place as Lessor may designate in writing, rental in the amount of
TWENTY-FOUR THOUSAND DOLLARS 24,000.00), computed at 66 spaces
times $30.30 per month for 12 months, payable in a lump sum on the _IS44N
day of 61,47)bAV'- , 2008, which amount shall constitute the total and
complete monetary obligation the Lessee shall be obligated to pay under this
lease. Provided, however, that if the Lessor commences construction of its
development project on said premises so as to preclude use thereof for parking
by the Lessee, Lessor shall refund to the Lessee an amount corresponding to the
proportional part of the term remaining from the point of time the Lessor
commences such construction, which refund payment shall be made prior to
commencement of such construction.
5 Maintenance and Repairs Alterations and Additions:
5.1 Maintenance and Repairs: The Lessee shall be solely responsible for
the maintaining of the premises in good repair. This obligation further provides
for Lessee, at its sole expense, to maintain the premises in good condition,
returning same to Lessor at the end of this lease in at least as good condition as
presently exists.
5.2 Alterations and Additions: No alterations or additions to the premises
shall be permitted by Lessee without the express written approval of Lessor.
Unless Lessor requires their removal, all alterations, additions, improvements
and utility installations (whether or not such utility installation constitutes trade
fixtures of Lessee), which may be made on the premises, shall at the expiration
or earlier termination of the Lease become the property of Lessor and remain
upon and be surrendered with the premises. Notwithstanding the provisions of
this paragraph, personal property, machinery and equipment, other than that
which is affixed to the premises so that it cannot be removed without material
damage to the premises, shall remain the property of Lessee and may be
removed by Lessee at any time during the term hereof.
6 Entrv by Lessor: Lessor shall have the right at reasonable times, and
with reasonable notice to Lessee in non-emergency situations, to enter the
premises to inspect the same or to show the premises to prospective buyers,
tenants or lenders.
7 Liens. Lessee shall keep the premises free from any liens arising out of
work performed, materials furnished or obligations incurred by Lessee and shall
indemnify, hold harmless and defend Lessor from any liens and encumbrances
arising out of any work performed or materials furnished by or at the direction of
Lessee.
8 Condemnation: If any part of the premises are taken under the power
of Eminent Domain, or sold under the threat of the exercise of said power, this
Lease shall terminate as of the date the condemning authority takes, title or
possession, whichever occurs first. In this event, all rights, interest and claims
that the Lessee may have under this Lease are terminated and/or waived.
9 Assignment of Sublettinq: The Lessee shall not sublet or assign this
Lease, title or any part thereof, without the prior written consent of the Lessor.
This Lease shall not be assignable by operation of law. If consent is once given
by the Lessor to the assignment of this Lease, or any interest therein, the Lessor
shall not be barred from afterward refusing to consent to any further assignment
of said premises.
10 Default and Re-Entrv. If the Lessee shall fail to keep and perform any
of the covenants and agreements herein contained, then the said Lessor may
cancel this Lease upon giving the notice required by law, and re-enter said
premises but notwithstanding such re-entry by Lessor, the liability of the Lessee
for the rent provided for herein shall not be extinguished for the balance of the
term of this Lease and the Lessee covenants and agrees to make good to the
Lessor any deficiency arising from a re-entry and re-letting of the premises at a
lesser rental than herein agreed.
11 Miscellaneous.
11.1 Entire Agreement: This instrument along with any exhibits and
attachments hereto constitutes the entire agreement of the parties relative to the
premises and this Agreement and the exhibits and attachments may be altered,
amended or revoked only by an instrument in writing signed by both Lessor and
Lessee. Lessor and Lessee agree hereby that all prior or contemporaneous oral
agreement relative to the leasing of the premises are merged in or revoked by
this Agreement.
11.2 Severabilitv: If •any term or provision of this Lease shall to any
extent be determined by a court of competent jurisdiction to be invalid or
unenforceable, the remainder of this Lease shall not be affected thereby and
each term and provision of this Lease shall be valid and be enforceable to the
fullest extent permitted by law.
11.3 Waiver: No covenant, term or condition or the breach thereof shall
be deemed waived, except by written consent of the party against whom the
waiver is claimed and any waiver or the breach of any covenant, term or
condition shall not be deemed to be a waiver of any preceding or succeeding
breach of the same or any other covenant, term or condition. Acceptance by
Lessor of any performance by Lessee after the time the same shall have become
due shall not constitute a waiver by Lessor of the breach or default of any
covenant, term or condition unless otherwise expressly agreed to by Lessor in
writing.
11.4 Surrender of Premises: The voluntary or other surrender of this
Lease by Lessee, or a mutual cancellation thereof, shall not work a merger and
shall, at the option of the Lessor, terminate all or any existing subleases or
subtenancies, or may, at the option of Lessor, operate as an assignment to it of
any or all such subleases or subtenancies
11.5 Holding Over: If Lessee remains in possession of all or any part of
the premises after the expiration of the term hereof, with or without the express
or implied consent of Lessor, such tenancy shall be from month to month only,
and not a renewal hereof or an extension for any further term, and in such case,
rent and other monetary sums due hereunder shall be payable in the amount
escalated to 150% of the rent payable under the terms and conditions of this
Lease and such month to month tenancy shall be subject to every other term,
covenant and agreement contained herein.
11.6 Recordinq: Lessee shall not record this Lease without the Lessor's
prior written consent and such recordation shall, at the option of Lessor,
constitute a non-curable default of Lessee hereunder. Either party shall, upon
request of the other, execute, acknowledge and deliver to the other a"short form"
memorandum of this Lease for recording purposes.
11.7 Notices. All notices or demands of any kind required or desired to
be given by Lessor or Lessee hereunder shall be in writing and shall be deemed
delivered forty eight (48) hours after depositing the notice or demand in the
United States Mail, certified or registered, postage prepaid, addressed to the
Lessor or Lessee respectively at the addresses set forth after their signatures at
the end of this Lease.
11.8 Hazardous Materials: Lessee shall not cause or permit any
hazardous substances as defined below to be brought upon kept or used in or
about the premises by Lessee, their agents, employees, contractors or invitees.
Lessee shall comply with all federal, state and local laws ordinances, codes,
regulations, orders and decrees as they now exist, or are hereafter amended,
including all policies, interpretations, guidelines, directions or recommendations
relating to industrial hygiene, environmental protection or the use, analysis,
generation, manufacture, storage, presence, release, disposal or transportation
of any petroleum products, flammable, explosives, asbestos, urea formaldehyde,
polychlorinated biphenyls, radioactive materials or waste, or other hazardous,
toxic, contaminating or polluting materials, substances or wastes, including any
materials defined as "hazardous substances", "hazardous wastes", "hazardous
materials", or "toxic substances" (collectively, "Hazardous Materials") under any
such Hazardous Materials Laws and amendments thereto.
Tenant shall defend and indemnify Lessor and Lessor's officers, directors,
partners, managers, members, employees, agents, successors and assigns
against any and all claims, liabilities, damages, costs, penalties, forfeitures,
losses, obligations, investigation costs, remediation and removal costs, natural
resource damages and expenses, including attorney's fees, arising in whole or in
part, directly or indirectly, from (a) the presence or release of Hazardous
materials in, on, under, upon or from the premises as a result of acts or
omissions of Lessee or their employees, agents or invitees; (b) the transportation
or disposal of Hazardous Materials to or from the premises by at the request of or
in with the permission of Lessee their employees, agents, or invitees; (c) the
violation of any Hazardous Materials Laws by Lessee, their employees or agents;
(d) the failure of Lessee, their employees or agents to comply with the terms of
this Section 14.8; or (e) the use, storage, generation or disposal of Hazardous
Materials in on or about the premises. The respective rights and obligations of
Lessor and Lessee under this Section 11.8 shall survive the expiration of earlier
termination of this Lease.
11.8 Lessee's Indemnification: Lessee shall defend indemnify, and hold
Lessor, their agents, mortgagees and employees harmless from any claims,
expenses, including attorneys fees, or damages of any kind arising in connection
with the occupancy or use of the premises by Lessee their agents, customers,
employees, contractors, subtenants or assignees; the Lessee's breach of their
obligations under this Lease; or any negligent or wrongful act or omission of
Lessee, their agents, customers, employees, contractors, subtenants or assigns.
The provisions of this Section 11.8 shall survive expiration or termination of this
Lease and shall include all claims against Lessor by any employee or former
employee of Lessee. Lessor and Lessee have specifically negotiated and
Lessee specifically waives any provisions of any industrial insurance act
including, Title 51 of the Revised Code of Washington, or any other employee
benefit act which might otherwise operate to release or immunize Lessee from
their obligations under this Section 11.8.
11.9 Lessor's Indemnification: Lessor shall defend indemnify, and hold
Lessee, their agents, elected officials, volunteers and employees harmless from
any claims, expenses, including attorneys fees, or damages of any kind arising in
connection with any breach by Lessor of their obligations under this Lease and
any negligent or wrongful act or omission of Lessor, their agents, customers,
employees or contractors. The provisions of this Section 14.9 shall survive
expiration or termination of this Lease and shall include, but not be limited to, all
claims against Lessee by any employee or former employee of Lessor. Lessor
and Lessee have specifically negotiated and Lessor specifically waives any
provisions of any industrial insurance act, including Title 51 of the Revised Code
of Washington, or any other employee benefit act which might otherwise operate
to release or immunize Lessor from their obligations under this Section 11.9.
11.10 Attorney's Fees and Costs: Upon any litigation or other proceeding
between the parties hereto, declaratory or otherwise, arising out of this Lease,
the prevailing party shall recover from the non-prevailing party all costs,
damages, and expenses, including reasonable attorneys, paralegals, clerical and
consultants fees, and charges actually expended or incurred in connection
therewith, including for appeals or any bankruptcy proceeding (collectively
"Attorneys' Fees"). In addition, if Lessor engages counsel to enforce the terms of
this Lease, including for the purpose of preparing a delinquency notice, Lessee
shall be required to reimburse Lessor for all reasonable attorneys fees' incurred
before the subject default is considered cured.
11.11 Bindinq Effect. The covenants and agreements of this Lease
and/or any extension thereof, shall be binding upon the heirs, executors,
administrators, successors and assigns of all parties herein except as
hereinabove provided.
11.12 Time: Time is of the essence of this Lease.
11.13 Siqns: Lessee may, at its sole cost, erect signs upon the premises
provided that such sign or signs (a) do not cause any structural or other damage
to the building; (b) do not violate applicable governmental laws, ordinances, rules
or regulations; (c) do not violate any existing restrictions affecting the premises;
and (e) are approved in advance by Lessor.
11.14 Governinq Law: This Lease shall be governed by and its terms and
conditions construed in accordance with the laws of the State of Washington.
EXECUTED by the parties on the date and year first above written.
LESSOR
By:
Title:
Address
L SEE: E
By: - 25 ~
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Title:
Address
STATE OF WASHINGTON)
)ss.
COUNTY OF KING )
On this day personally appeared before me, a Notary Public in and for the
State of Washington, ~A, & who acknowledged to me that he is
authorized to execute the within and foregoing instrument on behalf of the
corporation, and acknowledged the instrument to be the free and voluntary act
and deed of the corporation, for the uses and purposes therein mentioned.
GIVEN under my hand an official sear this day of
2008.
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~ Q•` p~~E~p~~'/
~;Notary Pu ic in and for the State
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ilitt~' eQF~e~
Of W shington, residing
at: ~~W-A
My Comm Expires: ~ -2-01 z--
STATE OF WASHINGTON)
)ss.
COUNTY OF KING )
On this day personally appeared before me, a Notary Public in and for the
State of Washington, , who acknowledged to me that he is
authorized to execute the within and foregoing instrument on behalf of the
corporation, and acknowledged the instrument to be the free and voluntary ac1
and deed of the corporation, for the uses and purposes therein mentioned.
GIVEN under my hand an official sear this day of
.2008.
Notary Public in and for the State
Of Washington, residing
at:
My Comm Expires:
EXHIBIT A
LEGAL DESCRIPTION OF CITY OF AUBURN PROPERTIES
Location 1: Assessor's Property Tax Parcel Number 7815700135
Legal Description:
LOTS 7 AND 8, BLOCK 2, TOWN OF SLAUGHTER, ACCORDING TO
THE PLAT THEREOF RECORDED IN VOLUME 2 OF PLATS, AT PAGE
56, RECORDS OF KING COUNTY, WASHINGTON,
TOGETHER WITH THAT PART OF THE VACATED ALLEY ADJACENT
THERETO AND THAT INURES THERETO BY REASON OF SUCH
VACATION
Location 2: Assessor's Property Tax Parcel Number 7815700115
Legal Description:
LOT 4, BLOCK 2, TOWN OF SLAUGHTER, ACCORDING TO THE PLAT
THEREOF RECORDED IN VOLUME 2 OF PLATS, AT PAGE 56,
RECORDS OF KING COUNTY, WASHINGTON, EXCEPT THAT
PORTION OF SAID LOT 4 LYING EAST OF THE FOLLOWING
DESCRIBED LINE:
BEGINNING AT A POINT ON THE NORTH LINE OF SAID LOT 4, A
DISTANCE OF 58.02 FEET EAST OF THE NORTHWEST CORNER
THEREOF;
THENCE SOUTH TO A POINT ON THE SOUTH LINE OF SAID LOT 4, A
DISTANCE OF 0.6 FEET WEST OF THE SOUTHEAST CORNER
THEREOF.
TOGETHER WITH THAT PART OF THE VACATED ALLEY ADJACENT
THERETO AND THAT INURES THERETO BY REASON OF SUCH
VACATI ON