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North Mason Regional Fire Authority Lease Agreement - Interlocal Agreement 2039239 MASON CO WA 04/21/2015 10:47 AM LEASE MASON CO PUBLIC WORKS #82534 Rec Fee: $83.00 Pages: 12 IIIIIII(IIIII III IIIII 111111111111111 IIII IIII IIIII III 1 IIIIIII III IIIII IIII III( After recording return document to: MFDAYff Public Works Department ,: .YM®.m®®®a®a ...— y-- 100 W Public Works Drive r, Shelton, WA 98584 APR 2 0°201 EXEMPt USA IR Mason , Document Title: BUILDING LEASE AGREEMENT Grantor(s): MASON COUNTY, WASHINGTON Grantee: NORTH MASON REGIONAL FIRE AUTHORITY Abbreviated Legal Description: SECTION 1, TOWNSHIP 22 NORTH,RANGE 2 WEST, W.M. Assessor's Property Tax Parcel Number: 22201-22-60150 BUILDING LEASE AGREEMENT THIS LEASE dated for reference purposes only, the � f " day of M(kf-( �`) 2015 is made by and between North Mason Regional Fire Authority(hereinafter called "LESSOR") and Mason County Public Works (hereinafter called"LESSEE"). WITNESSETH FOR AND IN CONSIDERATION OF THE mutual promises, covenants and conditions hereinafter set forth,the parties agree as follows: PREMISES 1. Lessor does hereby lease to Lessee, subject to the terms and conditions hereinafter set forth, those certain premises being approximately 5,112 square feet of space as outlined in Exhibit"B" attached hereto (hereinafter called "PREMISES"), which leased Premises are situated upon land described in Exhibit "A" attached hereto. TERM 2. A. The term of this Lease shall be for Fifteen ( 15 )Years and 0 ( 0 )Months commencing the 1St day of June, 2015 , or as soon thereafter as the Premises may be ready for occupancy, and shall end on the 31St day of May, 2030,unless sooner terminated pursuant to any of the provisions of this Lease. 2.1 B. Option to Extend. Subject to the provisions of this Lease, the Lessor hereby grants to the Lessee an option to renew this Lease for an additional Five (5) year extension, subject to terms, conditions and rental then agreeable to Lessees may terminate the lease by providing Lessor (30) days written notice of their intent to vacate the premises. 2.2 If the Lessor should sell the property during the lease period, the Lessor shall grant the Lessee 180 days to vacate the premises. RENT AND PAYMENTS 3. Lessee covenants and agrees to perform the following services in lieu of rent; lessee shall provide emergency services including fire protection to all County-owned properties situated within the confines of the lessee's area of service, including but not limited to, Mason County Road Department facilities, Mason County Utilities Department facilities, including but not limited to solid waste transfer stations,reclamation facilities,and pump stations. 3.1 Lessor may adjust the services in lieu of rent every five years;providing the rent adjustment takes effect no sooner than as provided by the lease and the thirty days after date of said notice unless, lessee, within thirty days follows receipt of notice from Mason County gives written notice of rejection of the adjusted rent.If lessee and the county cannot agree upon the rental adjustment, the rent for the period will be adjusted by arbitration. Lessee and the county will select one disinterested arbitrator each, and the two selected arbitrators will select a third. If the two arbitrators have not selected a third arbitrator within thirty days after the selection of the last selected of the two, either lessee or county may apply to the presiding judge of the Superior Court in Mason County for the appointment of a third arbitrator. Each arbitrator will be a member of the American Institute of Real Estate Appraisers, or of the association having equivalent ethical and professional standards. 3.2 If a licensing requirement for real estate appraisers is imposed by any legislation, each arbitrator will also be so licensed. The three arbitrators will determine a fair rent for the premises based upon the BUILDING LEASE AGREEMENT PAGE 2 fair market rental value of the property, as previously defined. The decision of a majority of the arbitrators will bind both lessee and county.At the conclusion of the arbitration, the arbitrators will submit written reports to the lessee and county. The cost of the arbitration will be divided equally between lessee and the county. MAINTENANCE AND REPAIRS 4. The premises, including all fixtures and appurtenances, have been inspected andare accepted by Lessee in their present condition. Lessee will permit no waste, damage, or injury to these premises. Lessee shall maintain and keep in good repair the leased premises; including, but not limited to all walls or windows (which exterior surface Landlord will maintain if not caused by tenants' negligence); and Lessee shall maintain and keep in good repair all damage caused by reason of Lessee's failure to keep free and open any pipes and plumbing on said premises. Lessee shall be liable for the removal of snow and ice from the roof, sidewalks immediately in front of said premises. Said premises shall at all times be kept and used in accordance with all direction,rules and regulations of the health officers, fire marshal, building inspectors, and other proper officials all at the sole cost and expense of the Lessee. The Lessee shall be allowed to make improvements to the interior of the building for the Lessee's specific usage providing the Lessee returns the building to its original condition at the conclusion of the lease term. The premises have been inspected and are accepted by the Lessee in their present condition and the Lessee will at all times keep the premises neat and clean and in a sanitary condition and will maintain the interior of the premises in good order and repair at all times. The Lessor shall be responsible for the building structurally and for the maintenance and repair of the building exterior. The Lessee shall be responsible for all glass and glazing.Unless otherwise agreed in writing all trade fixtures shall remain with the building and become the property of the Lessor. The Lessee agrees to replace fuel oil in heating tanks upon termination of the lease period. UTILITIES AND TAXES 5. The Lessee Covenants and agrees to pay for: utilities for electricity, natural gas, water/sewer, and regular garbage service. (A). Lessee is to pay for all other public utilities not specifically stated herein which shall be used in, or charged against,the leased premises as a result of Lessee's occupancy during the term of this Lease. Lessor shall not be liable for any injury or damages suffered as a result of the interruption of these utilities services by fire or other casualty, strike, riot, vandalism, the making of necessary repairs or improvements, or any other cause beyond Lessor's control. (B). Should there presently be in effect, or should there be enacted during the term of this Lease any law, statute, or ordinance levying any tax other than Federal, State or city income taxes directly in whole or in part upon rents or the income from real estate or rental property, or increasing any such tax, Lessee and Lessor will negotiate payment of any additional rent at that time. EXAMINATION OF PREMISES 6. Lessee shall examine the Premises before taking possession hereunder and such taking of possession shall be conclusive evidence that Lessee has accepted the Premises in good order and satisfactory condition. BUILDING LEASE AGREEMENT PAGE 3 NATURE OF USE 7. Lessee shall use time Premises only for a fire station to house emer ena vehicles, and any other use as Lessor may approve in writing shall comply with all applicable laws, ordinances, and governmental or municipal regulations and orders, and shall not occupy or use the Premises for any purpose not specially authorized by the Lease, and shall not make or permit any use of the Premises which may be dangerous to life, limb or property or which increases time premium cost or invalidates any policy of insurance covering or carried on time Premises, the building or its contents. Lessee shall not (a) permit any auction, fire, closing-out or bankruptcy sale in or about the Premises, (b) obstruct the sidewalks or common areas or use them for business or display purposes, (c) abuse time Premises or common area in any manner, (d)make or permit any noise or odor to exit from the Premises which is objectionable to the public, to other occupants of time Building, or to Lessor, (e) create, maintain or permit a nuisance thereon, (f) place or pen-nit loudspeakers, or sound amplifiers or any phonograph or similar device on the roof or outside of time Building or at any place where it may be seen or heard outside of the Premises. ALTERATIONS. 8. Lessee may, at lessee's sole cost and expense, make such changes, alterations or improvements (including the construction of buildings)as may be necessary to fit said premises for such use, and all buildings, fixtures and improvements of every kind in nature whatever installed by lessee shall remain the property of the lessees, who may remove the same upon the termination of this agreement of this lease, provided, that such removal shall be done in a manner as not to injure or damage the demised premises; and provided, further that should lessee fail to remove said buildings, fixtures or improvements as above provided, lessor at its option, may require lessee to remove the same. In the event that said lessee shall fail to remove said buildings, fixtures and improvements after receipt of notice from lessor, may remove the same and dispose of the same as it sees fit, and lessee agrees to sell, assign, transfer and set over to lessor all of lessee's right, title and interest in and to said buildings, fixtures, improvements and any personal property not removed by lessee, for the sum of one dollar ($1). Lessee further agrees that should lessor remove said buildings, fixtures and improvements as above provided, that lessee will pay lessor upon demand t6he cost of such removal,plus the cost of transportation and disposition thereof. PROPERTY TAX 9. The Lessee shall pay the real property taxes assessed against the land and buildings of which the leased premises form a part. Lessee shall be responsible for any tax on his personal property located on the leased premises. LESSEE'S INSURANCE REQUIREMENTS AND LESSOR' S INSURANCE REQUIREMENTS 10. Lessee, at its sole expense, shall procure and maintain in full force and effect, general comprehensive public liability insurance in responsible companies qualified to do business in the State of Washington, which shall insure Lessee and his agents and employees against all claims for injuries or death to persons occurring in or about the leased premises in the amount of at least$1 Million for any one person and in the amount of $2 Million for any one occurrence, and against all claims for damages of loss of property occurring in or about the leased premises in the amount of$1 Million or such other amounts as Lessor shall deem necessary,based on periodic insurance reviews, in respect to injury or damage to persons or property. BUILDING LEASE AGREEMENT PAGE Lessee agrees to furnish Lessor with policies or certificates of such insurance,naming Mason County Public Works as an additional insured. Each such policy shall be noncancelable without at least ten (10) days written notice to Lessor. DAMAGE OR DESTRUCTION 11. Subject to the provisions of this Paragraph 14, if the Premises are damaged and such damage was caused by a fire or other casualty included within the classification of casualty as defined in a standard fire and extended coverage real property insurance policy, Lessee shall, at Lessee's expense, repair such damage, and this lease shall continue in full force and effect. Provided, however, in the event the Premises are damaged to such an extent to render the same untenantable in whole or in a substantial part thereof, or destroyed, it shall be optional with the Lessee to repair or rebuild the same, and after the happening of any such event,the Lessee shall give Lessor immediate written notice thereof. EMINENT DOMAIN 12. If the whole of the Premises shall be taken by any public authority under the power of Eminent Domain, or purchased by the condemnor in lieu thereof,than the term of this Lease shall cease as of the date possession is taken by such public authority. If only a part of the Premises shall be so taken,the Lease shall terminate only as to the portion taken and shall continue in full force and effect as to the remainder of said Premises, and the minimum rent shall be reduced proportionately; provided, however if dine remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five(25%)of the rentable square footage of the Premises shall be so taken as to render, in Lessor's sole opinion, the termination of this Lease beneficial to the remaining portion of the property described in Exhibit "A", Lessor shall have the right within sixty(60) days of said taking, at its option, to terminate this Lease upon thirty(30)days written notice to Lessee, in the event of any such taking,whether whole or partial,Lessor shall be entitled to any and all awards, settlements,or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. EXTERIOR SIGNS 13. The design and plan for installation of all signs on or exposed to the exterior of the Buildings or exterior of the Premises shall be in conformity with other signs within the property described in Exhibit"A" and shall be subject to the written approval of Lessor before installation, and all such signs are to be in accordance with all laws and regulations pertaining thereto. ASSIGNMENT AND SUBLETTING 14.1 Lessor's Consent Required: Lessee shall not voluntarily or by operation of law assign, transfer, mortgage, sublet or otherwise transfer or encumber all or any part of Lessee's interest in this Lease or in the Premises, without Lessor's prior written consent, which Lessor shall not unreasonable withhold. Any attempted assignment, transfer, mortgage, encumbrance or subletting without such consent shall be void, and shall constitute a breach of the Lease. 14.2 Lease Affiliate: Notwithstanding the provisions of Paragraph 18.1 hereof, Lessee may assign or sublet the Premises, or any portion thereof, without Lessor's consent, to any Corporation which controls, is controlled by or is under common control with Lessee, or to any Corporation resulting from the merger or consolidation with Lessee, or to any person or entity which acquires all the assets of Lessee as a going concern of time business that is being conducted on the Premises; provided that said Assignment assumes, in full,the obligations of Lessee under this Lease.Any such assignment shall not, in any way affect or limit BUILDING LEASE AGREEMENT PAGE 5 the ability of Lessee under the terms of this Lease even after such assignment of subletting. 14.3 No Release of Lessee: Regardless of Lessor's consent, no subletting or assignment shall release Lessee of Lessee's obligation or alter the primary liability of Lessee to pay the rent and to perform all other obligations to be performed by Lessee hereunder. The acceptance of rent by Lessor from another person shall not be deemed to be a waiver by consent to any subsequent assignment or subletting. LESSOR' S RESERVATIONS 15. Lessee agrees that Lessor, its agents or employees, may enter upon said premises at any time during the term or any extensions hereof for the purpose of inspection, digging test holes, making surveys,taking measurements, and doing similar work necessary for the preparation of plans for construction of buildings or improvements on said premises,with the understanding that said work will be performed in such a manner as to cause a minimum of interference with the use of the property by lessee. BREACH 16. If Lessee fails to keep or perform any of the covenants and agreements herein contained,then the same shall constitute a breach hereof, and if Lessee has not remedied such breach within ten(10)days after written notice thereof from Lessor, if the breach is nonpayment of rent, or within(20)days after written notice thereof in the event of the breach of any covenant, then Lessor may, at its option, without further notice of demand: (A) Cure each breach for the account and at the expense of Lessee and such expense shall be deemed additional rent due on the first of the following month,or (B) Re-enter the Premises, remove all persons therefrom, take possession of the Premises and remove all equipment, fixtures and personal property therein at Lessee's risk and expense, and (i) terminates this Lease, or(ii)without terminating the Lease or in any way affecting the rights and remedies of Lessor or the obligations of Lessee,re-let the whole or any part of the Premises, as agent for Lessee, upon such terms and conditions and for such terin as Lessor may deem advisable, in which event the rents received shall first be applied to the costs and expenses or re-letting, including necessary renovation and alteration and any real estate commission incurred, and the balance of such rent shall be applied towards payment of all sums due or to become due to Lessor hereunder, and Lessee shall pay to Lessor monthly any deficiency; however, Lessor shall not be required to pay any excess to Lessee. The failure of Lessor to terminate this Lease at any time for the breach of any of the terms hereof shall be deemed only an indulgence by lessor, and shall not be construed to be a waiver of the rights of Lessor as to any continued or subsequent breach. Other remedies for nonpayment notwithstanding, if any amount due from lessee is not received by Lessor on or before the tenth (10) day following the date upon which such amount is due and payable, a late charge of five per cent (5%) of said amount owed shall become due and payable, which late charge Lessor and Lessee agree represents a fair and reasonable estimate of time processing and accounting costs that Lessor will incur by reason of an annual percentage rate of twelve percent(12%)from the date due or date of invoice,whichever is earlier,until paid. The above remedies are cumulative and in addition to any other remedies now or hereafter allowed by law or elsewhere provided for in this Lease. REMOVAL OF PROPERTY 17. Any goods or fixtures of Lessee removed by Lessor in accordance with Paragraph 20(B)above BUILDING LEASE AGREEMENT PAGE 6 may be stored by lessor at the cost and expense of Lessee and at the sole risk of Lessee and without any further responsibility on the part of lessor, and Lessor may, without removing said good or fixtures or after removing said goods and fixtures,at the sole discretion of Lessor,without obligation to do so and with thirty (30) days notice to lessee, sell or dispose of the same at public or private sale for the account of Lessee, in which event the proceeds therefrom may be applied by lessor upon any indebtedness due from Lessee to Lessor. Lessee hereby waives all claims for damages that may be caused by lessor re-entering and taking possession of the Premises and removing or disposing of said good and fixtures as herein provided. COSTS AND ATTORNEY'S FEES 18. If by reason of any default on the part of Lessee, it becomes necessary for the Lessor to employ an attorney or in case Lessor shall bring suit to recover any rent due hereunder, or for breach of any provision of this Lease or to recover possession of the Leased Premises, or if Lessee shall bring any action for any relief against Lessor, declaratory or otherwise, arising out of this Lease,the prevailing party shall have and recover against the other party, in addition to time cost allowed by law, such sum as the court may adjudge to be a reasonable attorney's fee.In the event time Lessee defaults in the payment of rental,the Lessee agrees to pay for the cost of any collection agency, or attorney,employed by the Lessor. LIENS AND INSOLVENCY 19. Lessee shall keep the Premises free from any liens arising out of any work performed for,materials furnished to, or obligations incurred by Lessee, and shall hold Lessor harmless against the same. If Lessee files a petition in bankruptcy or insolvency or for re-organization under any bankruptcy act or shall be declared insolvent or bankrupt, or if any assignment of Lessee's property shall be made for the benefit of the creditors or otherwise,or if Lessee's leasehold interest herein shall be levied upon under execution,or seized by virtue of any writ of any court of law, or a trustee in bankruptcy, or a receiver by appointed for the property of Lessee,whether under operation of the State or the Federal Statutes,then Lessor may,at its option, immediately, without notice (notice being expressly waived), terminate this Lease and immediately take possession of said Premises. Such taking of possession shall not, however, terminate the continuing obligations of Lessee,including payment of rent. SURRENDER OF POSSESSION 20. Lessee shall, upon time termination of this Lease or of Lessee's right to possession, remove from the Premises all of Lessee's furniture, trade fixtures, and other unattached personal property, and such alterations, additions or improvements required by Lessor to be removed pursuant to Paragraph 11 above, and shall repair or pay for all damage to the Premises caused by such removal. All such property remaining and every interest of Lessee in time same shall be conclusively presumed to have been conveyed by Lessee to Lessor under this Lease as a bill of sale, without compensation, allowance, or credit to Lessee. Lessee shall, upon termination of this lease or of Lessee's right of possession, deliver all keys to Lessor and peacefully quit and surrender time Premises and all equipment and fixtures comprisuig a part thereof notice, neat and clean, and in as good condition as when Lessee took possession, except for reasonable wear and tear. HOLDING OVER 21. In the event that lessee shall hold over and remain in possession of demised premises with the consent of lessor, such holding over shall be deemed to be from month to month only, and upon all of the same rents,terms, covenants and conditions as contained herein. BUILDING LEASE AGREEMENT PAGE 7 SUBROGATION WAIVER 22. Lessor and Lessee each herewith and hereby release and relieve the other and waives its entire right of recovery against the other for loss or damage arising out of or incident to the perils of fire, explosion or any other perils described in the "Extended Coverage" insurance endorsement approved for use in the State of Washington which occurs in, on, or about the Premises, whether due to the negligence of either party, their agents,employees or otherwise. DEFAULT BY LESSOR 23. Lessor shall not be in default unless Lessor fails to perform its obligations within thirty (30) days after notice by Lessee specifying wherein Lessor has failed to perform; provided, that if the nature of Lessor's obligation is such that more than thirty (30) days of Lessee's notice and thereafter completes Lessor's performance within a reasonable time. SALE OF PREMISES BY LESSOR 24. In the event of any sale of the property described in Exhibit "A", Lessor shall be and is hereby relieved of all liability under any and all of its covenants and obligations contained in or derived from this Lease arising out of any at, occurrence or omission occurring after the consummation of such sale; and the purchaser, at such sale or any subsequent sale of Premises, shall be deemed, without any further agreement between the parties or their successors in interest or between the parties and any such purchaser, to have assumed and agreed to carry out and all of the covenants and obligations of the Lessor under this lease. NOTICE 25. Any notice required to be given by either party to the other pursuant to the provisions of this Lease or any law,present or future, shall be in writing and shall be deemed to have been duly given or sent if either delivered personally or deposited in the United States snail, postage prepaid, registered or certified, return receipt requested,addressed to the Lessor at the address set forth on page 1 of this Lease,except that, upon Lessee's taking possession of the Leased Premises, the Premises shall constitute Lessee's address for notice purposes, or to such other address as either party may designate to the other in writing from time to time. ENTIRE AGREEMENT 26. It is expressly understood and agreed by Lessor and Lessee that there are no promises, agreements. conditions, understandings, inducements, warranties, or representations, oral or written, expressed or implied, between them other than as herein set forth and that this Lease shall not be modified in any manner except by and instrument in writing and executed by time parties. BINDING ON HEIRS, SUCCESSORS AND ASSIGNS 27. The covenants and agreements of this Lease shall be binding upon the heirs, executors, administrators, successors and assigns of both parties hereto, except as hereinabove provided. NON-WAIVER OF BREACH 28. The failure of either party to insist on strict performance of any covenant or condition hereof, or to exercise any option herein contained, shall not be construed as a waiver of such covenant, condition, or option in any other instance. SUBORDINATION 29. This lease and the interest of Tenant hereunder shall at all times be subject to any and all now BUILDING LEASE AGREEMENT PAGE 8 effective or hereafter executed mortgages and/or deeds of trust which may now or hereafter affect Lessor's estate in the real property of which the Premises form a part and to all renewals,modifications, replacements,or extensions thereof. Tenant shall promptly execute any instruments which may be required to evidence such subordination. IN WITNESS WHEREOF,the parties hereto have hereunto set their hands the date set forth below. DATED THIS day of Al 2015. NORTH MASON REGIONAL FIRE AUTHORITY BOARD OF COUNTY COMMISSIONERS MASON COUNTY WASHINGTON [DESIGNATED] R dy Neatkerlin,Chair ATTEST: A Terri Jeffreys, i Lir Julie Almanzor,Clerk of the Board APPROVE AS TO FORM: Tim Sheldon,Commissioner Tim Whitehead,Chief Deputy Prosecuting Attorney BUILDING LEASE AGREEMENT PAGE 9 STATE OF WASHINGTON County of MASON I certify that I know or have satisfactory evidence that 6 W'U &l,-.4n signed this instrument and acknowledged it to be [North Mason Regional Fire Authority Designee] free and voluntary act for the uses and purposes mentioned in the instrument. - a Notary Public ,/�/� State of Washington / �'6 KATIE M PATTI NOTARY PUBLIC, State of Washington My Appointment Expires Oct 21,2016 y pp p ® �' a�OCj M Appointment expires STATE OF WASHINGTON County of MASON I certify that I know or have satisfactory evidence that Randy Neatherlin, Terri Jeffreys and Tim Sheldon signed this instrument and acknowledged it to be free and voluntary act for the uses and purposes mentioned in the instrument. DATED: 11-7 W 5 (JI41tv �� NOTARY PUBLIC, State of 'Vashington eA& A':MANS% My Appointment expires 20, 2L�l 7 u 140TARy �N kiPUBLIC s p, EXHIB 1 1 'A' All that portion of resulting"Parcel 5" of Boundary Line Adjustment 996-56, recorded August 6, 1996,under Auditor's File No. 631863, and shown on Record of Survey recorded August 2, 2000, under Auditor's File No. 1715579,being a portion of the Northwest Quarter of the Northwest Quarter of Section 1, Township 22 North, Range 2 West, W.M., Mason County Washington, described as follows: BEGINNING at the Northwest Corner of said resulting"Parcel 5"; thence, South 00°04'06"East, 90 feet, more or less to the extension of an existing fence line running east-west; thence, easterly, along the extension of and the said existing fence line, 61 feet, more or less,to an existing fence corner; thence, northerly, along the existing fence line and extension thereof, 89 feet, more or less,to the southerly right-of-way line of North Shore Road, County Road 70390: thence, South 70°37'51" West, along said southerly right-of way line, 79 feet, more or less to the point of BEGINNING. Said parcel being more particularly shown on the attached Exhibit Map. R DU ®F WASfj�Xck ® J J°rt 15647 ��� ` EXHIBIT MAP ORE RO Pp GOv NpRjN SN i i i w s � LEASE BOUNDARY NOT TO SCALE w � EXISTING CHAINLINK FENCE io 61t�- 0 0 0 0 MASON COUNTY RESULTING PARCEL 5 BLA 96-56 AUDITORS FILE NUMBER 631863 PARCEL No. 22201-22-60150 SEE RECORD OF SURVEY VOL. 25, PG. 221 AFN 1715579