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LEASE AGREEMENT
THIS LEASE (this "Lease") is made as of the '"2<0 day of December, 2002, by
and between THE YOUNG MEN'S CHRISTIAN ASSOCIATION OF GREATER
SEATTLE, a Washington non-profit corporation ('Tenant"), and THE CITY OF
AUBURN, a municipal corporation of the State of Washington ("Landlord").
1. PREMISES
Landlord owns certain real property which is legally described on Exhibit A
attached hereto and made a part héreof (the "Real Property"). Landlord hereby leases
to Tenant, and Tenant leases from Landlord, the Real Property, together with all
improvements (collectively, the "Building") thereon. The Real Property and the Building
are herein collectively referred to as the "Premises".
2. TERM
The term of this Lease shall commence, and Tenant shall have possession of the
Premises, as of the date (the "Commencement Date") on which the Premises are sold
and conveyed by Tenant to Landlord. Unless terminated earlier pursuant to the terms
of this Lease, the term of this Lease shall continue until December 31, 2007; provided,
however, Tenant shall have the right to terminate this Lease at any time and in its sole
discretion upon not less than thirty (30) days' prior written notice to Landlord.
3. RENT
Tenant agrees to pay to Landlord, as rent for the Premises, One Dollar ($1.00)
per month. On the Commencement Date, Tenant shall pay Landlord Sixty Dollars
($60.00) as rent for the five (5)-year period commencing on the Commencement Date.
4. USE OF PREMISES
Tenant shall conduct its business insofar as the same relates to Tenant's use
and occupancy of the Premises in a lawful manner and in material compliance with all
governmental laws, rules, regulations and orders applicable to the business of Tenant
conducted in and upon the Premises.
5. PAYMENT OF TAXES
(a) Tenant shall pay before delinquency any real property taxes and
assessments for public improvements levied or assessed against the Premises and
becoming payable during the term of this Lease. At the beginning and end of the Lease
term, such taxes and assessments to be paid by Tenant shall be prorated. In the event
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any tax or assessment is levied or assessed against the Premises, which becomes due
and payable during the term of this Lease and which may be legally paid in installments
(whether by subjecting the Premises to bond or otherwise), Tenant shall have the option
to pay such tax or assessment in installments. In the event of such election, Tenant
shall be liable only for those installments of such tax or assessment which become due
and payable during the term of this Lease. Landlord agrees to execute or join with
Tenant in the execution of any application or other instrument that may be necessary to
permit the payment of such tax or assessment in installments. Taxes or assessments
which may be paid in installments shall be prorated at the beginning and end of the
Lease term.
(b) Tenant shall also pay before delinquency any and all taxes and
assessments levied or assessed, and becoming payable during the Lease term, against
Tenant's property located upon the Premises.
6. DAMAGE TO PREMISES
(a) If during the Lease term the Premises shall be damaged or destroyed by
fire or any other cause whatsoever, Tenant may, at its option, (i) terminate this Lease
upon written notice to Landlord; or(ii) repair and/or rebuild the Premises. All proceeds
of insurance carried on the Premises payable as a result of such damage or destruction
shall be made available to Tenant for the purpose of such repair or rebuilding; provided,
however, if Tenant elects to terminate this Lease without repairing/rebuilding them,
Tenant shall assign such portion of the insurance proceeds attributable to the Building
(and not to Tenant's property located at the Premises) to Landlord.
(b) Each of the parties hereto mutually releases the other from liability, and
waives all right of recovery against the other, for any loss of or damage to the property
of each, property of others for which either of the parties hereto is liable, or may become
liable, or as to which either may have assumed liability, property of others in the actual
or constructive custody of either of the parties hereto, including earnings derived
therefrom, caused by or resulting from fire, the perils of the commonly referred to
Extended Coverage Endorsement and leakage from automatic sprinkler systems, if any,
or from perils insured against under any insurance policies maintained by the parties
hereto, regardless of the cause of such loss or damage even though it results from
some act, omission or negligence of a party hereto, its agents or representatives;
provided, however, that this provision shall be inapplicable if it would have the effect,
but only to the extent that it would have the effect, of invalidating any insurance
coverage of the parties hereto.
7. INSURANCE AND INDEMNIFICATION
(a) During the term of this Lease, Tenant shall, at its cost and expense, cause
to be effected upon the Building fire insurance (including an "All Risk Endorsement") in
Tenant's name and naming Landlord as an additional insured, in a company or
companies with a Best's rating of not less than A- VI licensed to do business in the
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State of Washington, in a total amount of not less than eighty percent (80%) of its
replacement cost, less physical depreciation.
(b) Each of the parties shall be responsible for maintaining, during the term of
this Lease and at its sole cost and expense, the types of insurance coverages and in
the amounts described below, and shall furnish evidence to the other party of all such
policies: (i) comprehensive public liability insurance, including automobile and property
damage, insuring the applicable party against loss or liability for damages for personal
injury, death or property damage arising out of or in connection with the performance by
the party of its obligations hereunder, with minimum liability limits of $1,000,000.00
combined single limit for personal injury, death or property damage in anyone
occurrence; and (ii) such workmen's compensation and-other similar insurance as may
be required by law.
(c) Each party shall indemnify and hold harmless the other and its officers,
agents and employers, or any of them from any and all claims, actions, suits, liability,
loss, costs, expenses, and damages for any nature whatsoever, by any reason of or
arising out of the negligent act or omission of the party, its officers, agents employees,
or any of them relating to or arising out of the performance of this Lease. If a final
judgment is rendered against one party, its officers, agents, employees and/or any of
them, or jointly against both and their respective officers, agents and employees, or any
of them by reason of or arising out of the negligent act or omission of one party, that
party shall satisfy the same to the extent that such judgment was due to that party's
negligent acts or omissions. The respective obligations of Landlord and Tenant arising
under this Section 7(c) shall survive the termination, cancellation or expiration of this
Lease.
8. EXERCISE OF EMINENT DOMAIN
An appropriation or taking under the power of eminent domain of all or any
portion of the Premises, or the sale by private sale of all or any portion of the Premises
in lieu thereof, is sometimes hereinafter called a "taking". Upon the occurrence of any
taking, (i) Tenant may terminate this Lease upon written notice to Landlord; and
(ii) Tenant shall be entitled to participate in any condemnation award or in the sale price
paid so as to be compensated for the loss of goodwill, business interruption, cost of
removal and decrease in value, as a result of such taking of Tenant's fixtures,
equipment and stock-in-trade located at the Premises and the value of the leasehold of
which it is deprived for the remainder of the term hereof. If Tenant does not elect to
terminate this Lease pursuant to the preceding sentence, Landlord shall as soon after
the taking or sale as may be reasonably possible, at its sole expense, make all repairs
and alterations to the Premises necessitated by such taking or sale, and Tenant shall
repair, alter, remove or replace its fixtures in the Premises as necessitated by such
taking or sale. Upon service on either party hereto of any legal process in connection
with any condemnation proceedings, the party so served shall give immediate notice
thereof to the other party hereto.
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·
9. UTILITIES ETC.
Tenant shall pay directly during the term hereof all electric, water, gas, telephone
and other public utility charges in connection with its occupancy and use of the
Premises, including all costs of operating and maintaining all equipment therein, all
business licenses and similar permit fees.
10. ASSIGNMENT AND SUBLETTING
Neither Tenant nor Landlord shall assign any right or obligation hereunder
without the other party's prior written content; provided, however, Landlord shall be
entitled to assign its interest in this Lease to another public agency or non-profit entity in
the Auburn area. No assignment òr transfer of any interest under this Lease shall be
deemed to release the assignor from any liability or obligation under this Lease, or to
cause any such liability or obligation to be reduced to a secondary liability or obligation.
11. NOTICES
All notices required or permitted to be given hereunder shall be in writing and
shall be deemed to have been given on the earlier of (i) the date of actual receipt; or
(ii) the first day following due deposit in the United States mail, registered or certified,
return receipt requested, postage prepaid, addressed to Landlord at:
City of Auburn
Auburn City Hall
25 West Main
Auburn, WA 98001-4998
and to Tenant at:
YMCA of Greater Seattle
Attn: Chief Financial Officer
909 Fourth Avenue
Seattle, WA 98104
or at such address as either party may give to the other party by notice in writing
pursuant to the terms of this Section.
12. MAINTENANCE
Tenant shall, at its own expense, maintain the Premises to the extent deemed
desirable by Tenant in its reasonable discretion; provided, however, Tenant shall not be
responsible for the replacement or major repair of the roof and its supporting members,
the foundations, outside walls, floor and other structural aspects of the Premises or the
systems or equipment therein or serving the Premises. At the expiration or earlier
termination of the Lease term, Tenant shall deliver up the Premises in their then-current
condition.
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"
13. DEFAULT
Should Tenant default in the performance of any covenant or agreement herein,
and such default continue for thirty (30) days after receipt by Tenant of written notice
thereof from Landlord, or if the default of Tenant is of a type which is not reasonably
possible to cure within thirty (30) days, if Tenant has not commenced to cure said
default within said thirty (30) day period and does not thereafter diligently prosecute the
curing of said default to completion, Landlord may, so long as such default continues,
as its sole and exclusive remedy, terminate this Lease by written notice to Tenant,
which written notice shall specify a date for such termination at least thirty (30) days
after the date of such notice. In the event Landlord terminates this Lease pursuant to
the provisions of this Section, Landlord may then, or at any fime thereafter, re-enter the
Premises, or any part thereof, and expel or remove therefrom Tenant, without breach of
peace, and repossess the Premises. In the event of such termination by Landlord,
neither Landlord nor Tenant shall have any further obligations under this Lease, except
those obligations hereunder which expressly survive such termination.
14. ATTORNEYS' FEES
In the event of any litigation or other legal action to enforce any rights,
responsibilities or obligations under this Lease, the prevailing party shall receive its
reasonable costs and attorneys' fees from the other party.
15. HOLDING OVER
If Tenant continues to occupy the Premises after the expiration of the stated term
of this Lease and Landlord elects to accept rent thereafter, a monthly tenancy
terminable by either party on one month's notice shall be. created, which shall be upon
the same rental, terms and conditions as those herein specified applicable during the
last month preceding such expiration.
16. FORCE MAJEURE
None of the parties hereto shall be liable for its failure or delay in its performance
of its obligations hereunder because of fire, earthquake, acts of God, acts of the public
enemy, riot, insurrection, governmental regulations on the sales of materials or supplies,
or transportation thereof, strikes directly affecting construction or transportation of
materials or supplies, shortages of materials or labor resulting directly or indirectly from
governmental controls or diversions.
17. QUIET POSSESSION
Landlord covenants that Landlord is seized of the Premises and has full right to
make this Lease, and that Tenant shall have quiet and peaceful possession thereof as
against any adverse claim of Landlord or any other party.
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18. ALTERATION
Tenant shall be permitted during the term hereof to perform nonstructural
alterations to the Premises and to revise the interior layout of the Premises without
Landlord's prior written consent. Tenant shall obtain Landlord's prior written consent to
any alterations or construction which affects the structural nature of the Premises, and
Landlord's consent shall not be unreasonably withheld or delayed.
19. GENERAL CONDITIONS
(a) Time is of the essence of this Lease.
(b) No amendment, modification or waiver of any condition, provision or term
of this Lease shall be valid or of any effect unless made in writing, sign by the party or
parties to be bound, or such party's or parties' duly authorized representative(s) and
specifying with particularity the nature and extent of such amendment, modification or
waiver. Any waiver by any party of any default of the other party shall not effect or
impair any right arising from any subsequent default. It is further provided that nothing
herein shall limit the remedies or rights of the parties hereto under and pursuant to this
Lease.
(c) This Lease shall be binding upon, and the benefits and obligations
provided for herein shall insure to and bind, the parties hereto and their respective
successors and assigns, provided that this Section shall not be deemed to permit any
transfer or assignment otherwise prohibited by this Lease. This Lease is for the
exclusive benefit of the parties hereto and it does not create a contractual relationship
with or exist for the benefit of any third party.
(d) This Lease and the rights of the parties hereunder shall be governed by
and interpreted in accordance with the laws of the State of Washington and venue for
any action hereunder shall be in King County, Washington.
(e) All captions, heading~ or titles in the paragraphs or sections of this Lease
are inserted for convenience of reference only and shall not constitute a part of this
Lease or act as a limitation of the scope of the particular paragraph or sections to which
they apply. As used herein, where appropriate, the singular shall include the plural and
vice versa and masculine, feminine and neuter expressions shall be interchangeable.
Interpretation or construction of this Lease shall not be affected by any determination as
to who is the drafter of this Lease, this Lease having been drafted by mutual agreement
of the parties.
(f) Each provision of this Lease is intended to be severable. If any provision
hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not
affect the validity of the remainder of this Lease.
(g) This Lease contains the entire understanding of the parties hereto in
respect to the transactions contemplated hereby and supersedes all prior agreements
and understandings between the parties with respect to such subject matter, including,
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without limitation, that certain City of Auburn - YMCA Agreement for Recreational
Services: Community Center Building and Ball Field Facilities, dated October 7, 2002.
(h) This Lease may be executed in multiple counterparts, each of which shall
be one and the same Lease and shall become effective when one or more counterparts
have been signed by each of the parties and delivered to the other party.
THE YOUNG MEN'S CHRISTIAN
ASSOCIATION OF GREATER SEATTLE, a
Washington non-pli it cor oration
By:
Name:
Title:
THE CITY OF AUBURN, a municipal
corporation of the State of Washington
By: à¡~ af
Title: N\ A ~Q"IZ--
List of Exhibits
þ
EXHIBIT A: Legal Description
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.,
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that 1tuJ ~ is
the person who appeared before me, and said person acknowledged that he/she signed
this instrument, on oath stated that 'he/she was authorized to execute 'the instrument
and acknowledged it as the {! EO of the Young Men's Christian
Association of Greater Seattle, to be the free and voluntary act of such party for the
uses and purposes mentioned in the instrument.
DATED: I-:J - :l Go -0 J.
(Seal or stamp)
'Þ!~ ~
Notary Signature
111 a. (',. tJ- f, 8; 1/ í n J.5
PrintlType Name
Notary Public ¡and f r the State of Washington,
residing at
My appointment expires
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence th:Þ~ B. Le-w~s is
the person who appeared before me, and said person acknowledged that he/she signed
this instrument, on oath stated that he/she was authorized to execute the instrument
and acknowledged it as the ThCMAD ý of the City of Auburn to be the free and
voluntary act of such party for the usErs and purposes mentioned In the Instrument.
DATE~'e.t'.- z..~ z..œz...
...........",,: ~' ~~.
_--~\CHAf?D "'\1 ,., ,
(Seal or stamp) f ~·""··I'·ni""'l.S'o -.., . '
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\\\"'...............--- My appointment expires
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TABLE OF CONTENTS
Page
1. PREMISES. ..................................... ................................................................... 1
2. TERM...... .......................................... ...................................................................1
3. RENT............................................ ......................................................................1
4. USE OF PREMISES ..................... ......................................................................1
5. PAYMENT OF TAXES ........................................................................................2
6. DAMAGE TO PREMISES ................ ...................................................................2
7. INSURANCE AND INDEMNIFiCATION..............................................................3
8. EXERCISE OF EMINENT DOMAIN.............................................................. ......3
9. UTILITI ES ETC. ........................ .................... ..... .................................................4
10. ASSIGNMENT AND SUBLETTING ......... ............................................... ............4
11. NOTiCES.................................... .............. ..... ........................... ..........................4
12. MAl NTENANCE ..................................................................................................4
13. DEFAULT.. ............... ............. .............................................................................. 5
14. ATTORNEYS' FEES... ....................... .................................................................5
15. HOLDI NG OVER............ .......... ...........................................................................5
16. FORCE MAJEURE ........... ....... ...........................................................................5
17. QUI ET POSSESSiON.... .......... ..................................................................... ......6
18. ALTERATION....... .................... ...................................................................... .....6
19. GENERAL CONDITIONS ........ ................... ...................................:....................6
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EXHIBIT A
to
LEASE AGREEMENT
Legal Description of Real Property
That portion of the Northwest Quarter of the Northeast Quarter of Section 19,
Township 21 North, Range 5 East, W.M., King County, Washington, more particularly
described as follows:
Commencing at the Northeast corner of the Northwest Quarter of the Northeast
Quarter; running thence South 89°21'31" West along the North line of the Northwest
Quarter of the Northeast Quarter, a distance of 450.00 feet; thence South 21 °01 '48"
East, a distance of 469.19 feet; thence South 0°12'35" West, a distance of 487.69 feet
to the true point of beginning; thence South 0°12'35" West, a distance of 362.00 feet;
thence South 89°27'27" West, a distance of 602.13 feet; thence North 0°32'33" West
362.00 feet; thence easterly to the true point of beginning.
SUBJECT TO all laws, encumbrances, easements, covenants, conditions
reservations, and restrictions of public record or otherwise visible upon viewing.
Situated in King County, State of Washington.
2
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