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The LEASE AGREEMENT
T IS GREEMENT, made and entered into this day of
klIV , 2009, 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 Aubum,
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 term shall be for one year, commencing on the day of 17~r.en~, O✓ , 2009 (the "date of commencement") and maybe
terminated by either party with 60 days written notice.
, 4 Rent/Delinauent Payments: Lessee agrees to pay to Lessor at Lessor's address or such other place as Lessor may designate in writing, rent in
the amount of ONE THOUSAND FIVE HUNDRED DOLLARS and NO/100
. ($1,500.00) per month, computed at 66 spaces times $22.73 per month. Rent
shall be payable in advance, on the fifteenth day of each successive month.
There shall be a$50.00 late fee for any rent not paid within fifteen days of its due
date. This late fee shall be due and payable at the same time as the rent is paid.
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.
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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 bv 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 Assipnment of Subletting_ 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: lf 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 fhe 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
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11 Miscelianeous:
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 attered,
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. Lessor and Lessee agree that the Agreement supersedes the
Lease Agreement entered into between them on October 15, 2008.
11.2 Severabilitv: If any term or provision of this Lease shall to any
extent be determined by a court of campetent 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 af this
Lease by Lessee, or a mutual cancellation thereof, shall not work a merger and
shall, at the option of the Lessor, terminate alf 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 Recordinq: Lessee shall not record this Lease without the Less.or'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.
11.6 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.
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11.7 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 Hazardaus Materials Laws and amendments thereto.
Tenant shall defend (with counsel reasonably acceptable to Lessor) 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 oromissions 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 Lessar and Lessee under this Section 14.8
shall survive the expiration of earlier termination of this Lease.
11.8 Lessee's Indemnification: Lessee shall defend (using legal counsel
reasonably acceptable to Lessor) and indemnify Lessor, their agents,
mortgagees and employees from any claims, expenses, including attorneys fees,
or damages of any kind arising in connection with the occupancy or use of the
prernises 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
14.8 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
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of Washington, or any other employee benefit- act which might otherwise operate
to release or immunize Lessee from their obligations under this Section 14.8.
11.9 Lessor's Indemnification: Lessor shall defend (using legal counsel
reasonably acceptable to Lessee) and indemnify Lessee, their agents and
employees 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 grossly 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 arid
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 14.9.
11.10 Attornev'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, incfuding 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 Binding Effect: The covenants and agreements of this Lease
andlor 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 Signs: 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 darnage
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.
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EXECUTED by the parties on the date and year first above written.
ESSO
6y: itle: vtiq ric~ ~ e✓
Address PO & 33657
SeO l~ ~ W./a 98( 33
By:
Title: {Yl
Address z~ A 5-t-
-~~.1~t,~.~~ koo 1 .
STATE OF \^/A
, ) ss
COUNTY OF Y-1 N Ca )
I certify i have know or have satisfactory evidence that A,~r9e webb is the
person who appeared before me, and acknowledged that he/she signed this instrument
and on oath stated that he/she was authorized to execute the instrument (as the
1'V1 QKa..a; er of ALA,bu.rn Cii±,] and acknowledged it to be [his/her/that
party's] free and voluntary act for the uses and purpose entioned in the instrument.
Dated 1(~doq ~
NotaryPubli~ti •.~~st~ . ~of Washington
:
Residing at 'k
My appoint~enf
. : .
~OV
STATE OF WASHINGTON 9~•~s,BL
} ss ~ o~ v F~~
~
COUNTY OF KING WASN011
...a~~
I certify I have know or have satisfactory evidence that Peter B. Lewis is the
person who appeared before me, and acknowledged that he/she signed this instrument
and on oath stated that he/she was authorized to execute the instrument as the Mayor of
the City of Aubum, and acknowledged it to be the free and voluntary act of the City of
Auburn, Grantor herein, for the uses and pur oses mentioned in the instrument.
Dated E 1-.~j-,No~ary Public in and forthg State f Washingtan
Ss►a,~''~~,.~te5i0ing at Lh ttl~a-
~ ppointment expires
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I
EXHIBIT A
LEGAL DESCRIPTION OF CITY OF AUBURN PROPERTIES
Location 1: Assessor's PropertyTax 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 VOIUME 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 SAtD 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
VACATION.
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