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021-14 - Northwest Tree Service, Inc. - ContractCity of Port Orchard 216 Prospect Street Port Orchard, WA 98366 LEASE AGREEMENT No. 021-14 This Lease is made and entered into this 14th day of January, 2014 by and between the City of Port Orchard, a Washington municipal corporation, hereinafter called "Lessor," and Northwest Tree Service, Inc., a Washington corporation hereinafter called "Lessee": Recitals WHEREAS, Northwest Tree Service, Inc. has requested lease approximately %-acre of tax parcel no. 342401-3-035-2000 from the City of Port Orchard for the purpose of parking tree service and employee vehicles thereon; and WHEREAS, the City of Port Orchard already has a Lease Agreement with Caseco Associates, Inc. for a 1.29-acre portion of tax parcel no. 342401-3-035-2000; and WHEREAS, the City of Port Orchard already has a Lease Agreement with Kitsap Transit for a 0.5-acre portion of tax parcel no. 342401-3-035-2000; and WHEREAS, Northwest Tree Service and the City desire to enter into an Agreement upon the terms and conditions contained herein; and NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the parties agree as follows: Agreement 1. Leased Premises. In consideration of the covenants and agreements hereinafter set forth and other good and valuable consideration, Lessor hereby leases unto Lessee a 0.2 acre portion of Tax Parcel No. 342401-3-035-2000, located immediately north of the area commonly known as the City of Port Orchard's Public Works Department Decant Facility and generally described as follows (the "Leased Premises"): An identified portion of Lot B, City of Port Orchard Short Plat S-1062-R1, recorded under Auditor's File Number 9504240164, located within the SE % of the SW %, Section 34, Township 24 N., R.1 E. W.M., Kitsap County, Washington. Tax Parcel No.: 342401-3-035-2000 Northwest Tree Service, Inc. and City of Port Orchard Contract No. 021-14 Page 1 of 5 (A diagram of the Leased Premises identified as "Northwest Tree Service Lease" is attached hereto as Exhibit A.) 2. Term. The term of this lease shall be for a period of four (4) years commencing January 1, 2014, and ending on December 31, 2018. 3. Rent. Lessee shall pay Lessor the sum of $100.00 per month, which shall be due and payable in advance on the first day of each month. Lessor and Lessee agree the rent amount represents the true and fair market value of the Lease Premises. In addition, Lessee shall pay to Lessor as additional monthly rent leasehold excise tax, which is currently 12.84%. Lessee shall also pay leasehold excise tax on the value of any improvements to the Leased Premises made by Lessee that become the property of Lessor. In the event payment of the monthly rental is more than ten (10) days late, there shall be added to the rent the amount equal to 10% of the rental payment then due for each such delinquent payment. 4. Option to Renew. So long as the Lessee is not in default hereunder, Lessor, in its sole discretion, shall have the option to extend the term of this lease for up to an additional four (4) year period upon the terms and conditions as set forth herein, except as to rent, upon written notice to Lessee at least 90 days prior to the expiration of the original lease term. The rental rate to be charged and paid during the renewed lease term shall be renegotiated by the parties prior to the expiration of the original ease term. Provided, however, in no event shall the rental rate be less than the rental amount charged in the original lease. 5. Reservation of Lessor's Rights. Lessor reserves the right to modify the Lease at any time to remove from the Lease a portion of the Leased Premises, if such portion is required for public purposes. Such modification shall be effective upon 90 days written notice to Lessee. Such modification shall change the description of the Leased Premises; all other provisions of the Lease, except the rent, shall remain in full force and effect. The rent will be modified to reflect the smaller area available to the Lessee. 6. Use of Leased Premises. Lessee will use and occupy the Leased Premises throughout the entire term hereof for purpose of parking Lessee's commercial vehicles and no other purpose. Lessee agrees not to violate any law, ordinance, rule or regulations of any governmental authority having jurisdiction of the Leased Premises. 7. Condition of Leased Premises. The Leased Premises are recognized by Lessor and Lessee to be in "as is" condition, with no warranties of any type or nature whatsoever by Lessor to Lessee. Except as expressly provided herein, Lessee specifically agrees that Lessor has either not made or is not making any warranty of condition, habitability or suitability of the Leased Premises for any purpose. Lessee hereby acknowledges that it is aware of the property's history as a landfill and has had ample opportunity to inspect the Leased Premises to its own satisfy action. 8. Maintenance and Repair. Lessee, at Lessee's sole expense, shall keep the Leased Premises in good condition and repair and upon surrendering possession, to leave the Leased Premises in condition equal to or better than as of the effective date of this Lease, subject to ordinary wear and tear. Lessee will not make any alterations, additions, or improvements without the prior written consent of the Lessor. Lease Page 2of5 9. End of Term. Upon termination of the Lease, Lessee shall return the Leased Premises to its pre -lease condition, taking away any material stored on the property. If any trash, debris, or waste is left on the property following Lessee's vacating of the property, then Lessee shall pay a penalty of One Hundred Dollars ($100) per day until such remaining trash, debris, or waste is removed by Lessee at its sole expense. 10. Abandonment of Premises. Lessee shall not vacate or abandon the premises during the term hereof except upon thirty (30) days written notice sent by certified mail to Lessor. If Lessee shall abandon, vacate, surrender or be dispossessed by process of law of said premises, all monthly rent remaining to be paid Lessor as required under the terms of Section 3 of this lease shall be immediately due and payable to Lessor and upon termination of the lease, all buildings, structures, foundations and/or improvements shall become the property of the Lessor. 11. Insurance. Throughout the Lease term and any other period(s) of occupancy of the Premises by Lessee, Lessee shall, at its expense, obtain and maintain a commercial general liability insurance policy providing coverage for bodily injury liability, property damage liability and personal injury liability with minimum limits of not less than $1,000,000 per occurrence, $2,000,000 annual aggregate. The Lessee's insurance shall be primary and written on an "occurrence form", with a company that is "A VII" rated or better, and licensed to do business in the State of Washington. The Lessee shall also at its expense obtain and maintain Auto Liability coverage with minimum limits of not less than $1,000,000 Combined Single Limit per accident. All insurance provided for herein shall be effected under standard form policies issued by insurers of recognized responsibility that are acceptable to Lessor and which name Lessor as an additional insured. Lessee shall pay all premiums therefor at least 30 days prior to expiration thereof and provide Lessor with proof of such payment upon request. Lessee shall, at all times, abide by the terms of the applicable policy(s) so as to be in good standing with such insurers. In the event Lessor receives notice of cancellation, Lessor may pay such premium or otherwise effectuate similar coverage, and any amount so paid by Lessor shall be due from Lessee as additional rent on demand from Lessor, plus interest thereon at the rate of 12% per annum until paid in full. 12. Indemnification. Lessee agrees to defend, save harmless, and indemnify Lessor against and from all demands, claims, causes of action, or judgments, and all reasonable expenses incurred in investigating or resisting the same for injury to person, loss of life, or damage to property occurring on the Leased Premises and arising out of Lessee's use and occupancy (unless due solely to Lessor's negligence or willful misconduct); and Lessee agrees to carry liability insurance to protect Lessor with insurance limits to be reasonable approved by Lessor. 13. Holding Over. If Lessee remains in possession of the Leased Premises after the expiration of this Lease, such possession shall, if rent is accepted by Lessor, create a month -to -month tenancy on the terms herein specified, and said tenancy may be terminated at any time by either party by thirty (30) days notice to the other party of such termination. 14. Assignment and Subletting. Lessee shall not assign this Lease nor sublet the Leased Premises without Lessor's written consent, which written consent shall not be Lease Page 3of5 unreasonably withheld. Notwithstanding anything contained in this Lease to the contrary, Lessee shall have the right to assign this Lease or sublet all or any part of the Premises without the consent of Lessor to (1) any entity resulting from a merger or consolidation with Lessee or any organization purchasing substantially all of Lessee's assets, (2) any entity succeeding to substantially all the business and assets of Lessee, (3) any subsidiary, affiliate or parent of Lessee, (4) any entity controlling, controlled by or under common control with Lessee, or (5) any entity resulting from the reorganization of Lessee outside of a bankruptcy organization. In such event, Lessee shall notify Lessor of such transfer within fifteen (15) days after such transfer. 15. Insolvency. In the event the Lessee is adjudicated bankrupt or insolvent, or a Receiver or Trustee is appointed for the Lessee, either voluntarily or involuntarily, or if the Lessee makes an assignment for the benefit of creditors, this Lease shall immediately terminate without further action on the part of Lessor or Lessee. 16. Waivers. One or more waivers of any covenants or conditions by Lessor shall not be construed as a waiver of a subsequent breach of the same covenant or condition or agreement. 17. Default. It is agreed that if Lessee shall abandon the Leased Premises before the end of the term, or if any rent shall be due and unpaid and such failure continues for ten days after Lessee's receipt of notice describing Lessee's failure to pay such rent when due, or if default is made of any of the covenants and agreements to be performed by Lessee as set forth herein and such failure continues for thirty days after Lessee's receipt of notice describing Lessee's failure, then the Lessor may, at its option, enter upon the Premises and re -let the same for such rent and upon such terms as Lessor may see fit; and if the full rental herein shall not be realized by Lessor over and above any expense to Lessor in such re -letting, Lessee will pay all deficiency promptly upon demand, or the Lessor may declare this Lease terminated and all buildings, structures, foundations and/or improvements shall become the property of the Lessor. The Lessee agrees to pay a reasonable attorney fee and the costs of any Court action should it be necessary to enforce any of Lessor's remedies in this paragraph contained if Lessor is the prevailing party. Lessor agrees to pay a reasonable attorney fee and the costs of any Court action if Lessee should be the prevailing party. 18. Attorneys Fees; Venue. In the event that any suit, action, or proceeding shall be instituted to enforce compliance with any of the terms or conditions of this Lease, there shall be paid to the substantially prevailing party in such suit, action or proceeding, such sums as the court may adjudge and determine to be a reasonable attorney's fee and reasonable costs, with the foregoing applicable to proceedings both in the trial and appellate court levels. Any action for claims arising out of or relating to this Lease shall be governed by the laws of the State of Washington. Venue shall be in Kitsap County Superior Court. IN WITNESS WHEREOF, the parties hereto have signed and sealed this lease the day and year first above written. LESSOR: City of Port Orchard Lease Page 4 of 5 LESSEE: Northwest Tree Service, Inc. Tim Matthes, Mayor Execution Date: e P 0 RArF ��C ATTEST: m. TFM13 8*•_C .. �\ . . randy`Rinearson, City Clerk STATE OF WASHINGTON ) ) ss. COUNTY OF KITSAP ) r l By: / Ron Rider, President Execution Date: I certify that I know or have satisfactory evidence that TIM MATTHES and BRANDY RINEARSON are the persons who appeared before me, and said persons acknowledged that they signed this instrument, on oath, stated that they were authorized to execute the instrument and acknowledged it as the Mayor and City Clerk of the City of Port Orchard, respectively to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: \�AE.FLOkll ss on PUBOCI STATE OF WASH INOOb OF WAS�`��`�`�� //11�1115 COUNTY OF KITSAP ) 5 �'1 otary Public and for tate of ashington residing at My commission expires I certify that I know or have satisfactory evidence that RON RIDER 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 NORTHWEST TREE SERVICE, INC. to be the free and voluntary act of such party for the uses and purposed mentioned in the instrument. DATED: , L �p1AR V `^ B 'z Cho: Lease •,� q� ' •. 5. • '��\ \�.� Page 5 of 5 ��i���FOFIWpS�`�����` ary Public in and fo tate of ashington residing at C o rA My commission expires I I A ) -1X/ EXHIBIT A Legend Parcels Road Names DISCLAIMER: This map intended for display purposes only and is not intended for any legal representations. 0.2 acres Approximate Lease Area A� o® CERTIFICATE OF LIABILITY INSURANCE 1/221/201040'�'"' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER Fournier Insurance Solutions dba Peninsula Enterpri 5712 W. Orchard Street W University Place, WA 98467 CONTACT NAME: "M E,d ; ac No): E-MAIL ADDREss: INSURERS AFFORDING COVERAGE NAIC # INSURER A: Western Heritage Ins CO INSURED Northwest Tree Service Inc 919 Prospect Port Orchard, WA 98366 INSURER B : INSURERC: INSURER D : INSURERE: INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN,RSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF MM/DD POLICY EXP MMIDD LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FXI OCCUR X SCP-0959480 8/9/2013 8/9/2014 EACH OCCURRENCE $ 1,000,000.00 DA GE TO RENTED PREM IS ES Me occurrence $ 100,000.00 MED EXP (Any one person) $ 1,000.00 PERSONAL d ADV INJURY $ 1,000,000.00 GENERAL AGGREGATE $ 2,000,000.00 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO LOC PRODUCTS - COMP/OP AGG $ 2,000,000.00 $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIREDAUTOS AUTOS COMBINEDt SINGLE LIMIT Ea acciden $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE PeraccideM $ UMBRELLA LIAR EXCESS LIAR OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED I I RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' UA131UTY ANY PROPRIETOR/PARTNER/EXECUTIVE F OFFICERIMEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA A SCP-0959480 8/9/2013 8/9/2014 WC STATU- OTH- TORY LIMITS ER E.L EACH ACCIDENT $ 1,000,000.00 E.L DISEASE - EA EMPLOYE $ 1,000,000.00 E.L DISEASE - POLICY LIMIT $ 1,000,000.00 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) Certificate holder is listed as an additional insured. l'.CK 111-1UA 1 C MULIJCK City of Port Orchard City Clerk Office 216 Prospect Port Orchard, WA 98366 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE �� % 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD NORTH71 OP ID: CM ACORO CERTIFICATE OF LIABILITY INSURANCE ATE (MM/DD/YYYY) r03/05/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Fournier Peninsula Insurance Gig Harbor Branch CONTACT NAME: Fournier Peninsula Insurance PnHicNNo El:253-851-3323 FAX No): 253-858-2230 E-MAIL re uests fourniersolutions.com ADDRESS: Q 5712 Orchard St West University Place, WA 98467 INSURER(S)AFFORDING COVERAGE NAIL# Fournier Peninsula Insurance INSURER A: Western Heritage Insurance Co. INSURED Northwest Tree Service, Inc. INSURER B : Mutual of Enumclaw 14761 919 Prospect Port Orchard, WA 98366 INSURERC: INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE DDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE 1XI OCCUR X SCP1004598 08/09/2014 08/09/2015 DAMAGE TO RENTED PREMISES Ea occurrence $ 100 000 MED EXP (Any one person) $ 1,000 X Stop Gap PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO- JECT ❑ LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: I AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Eaaccident $ 1,000,000 BODILY I NJURY (Per person) $ B ANY AUTO CPP000648702 07/01/2014 07/01/2015 ALL OWNED X SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ X X NON -OWNED HIRED AUTOS AUTOS UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y / N OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N / A SCP1004598 - STOP GAP $1,000,000 08/09/2014 08/09/2015 PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Port Orchard is named as an Additional Insured with respect to .2 Acres of leased parking lot area by the Named Insured. CERTIFICATE HOLDER CANCELLATION CITYPO4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Port Orchard ACCORDANCE WITH THE POLICY PROVISIONS. 216 Prospect Street AUTHORIZED REPRESENTATIVE Port Orchard, WA 98366 ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD