042-15 - South Kitsap Western Little League - ContractCity of Port Orchard
216 Prospect Street
Port Orchard, WA 98366
Contract No. 042-15
REAL PROPERTY LEASE AGREEMENT
LESSOR: CITY OF PORT ORCHARD, a municipal corporation
LESSEE: SOUTH KITSAP WESTERN LITTLE LEAGUE, INC., a nonprofit corporation
LEGAL DESCRIPTION: NEl/4 Sec. 35, T. 24 N, R lE
Complete legal description is below
ASSESSOR'S TAX PARCEL ID#: Portion of tax parcel #4046-003 -00 1 -0001
This Lease is made and entered into by and between the CITY OF PORT ORCHARD, a
municipal corporation organized and existing under the laws of the State of Washington,
herein referred to as Lessor or the City, and the SOUTH KITSAP WESTERN LITTLE
LEAGUE, INC., a nonprofit corporation organized under the laws of the State of Washington,
herein referred to as Lessee. This Lease supersedes the lease entered into by the parties dated
May 6, 2010, which is null and void as of the effective date of this Lease.
Section I - PREMISES
For and in consideration of the mutual covenants hereinafter contained, Lessor does hereby
agree to lease, let and demise unto the Lessee the fields legally described below:
Givens Field 1:
Those portions of Lots 1 to 24, Block 4, which lie easterly of the extension of
the center line of Cline Avenue with said lots, and those portions of Lots 1 to
24, Block 5, and Lots 1 to 24, Block 6, all of which lie north of the chain link
fence or line formed as an extension of the chain link fence which defines the
northerly boundary of the Little League Playfield, from its intersection with the
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line formed by an extension of the centerline of Cline Avenue on the west, to
its intersection with the line formed by the extension of the centerline of Austin
Avenue on the east.
Portion APN 4046-003-001-0001
Givens Field 2:
Those portions of Lots 1 to 24, Block 3, and Lots 1 to 24, Block 4, which lie
south of the chain link fence or line formed as an extension of the fence which
defines the northerly boundary of the Little League Playfield, from its
intersection with the line formed by an extension of the centerline of Cline
Avenue on the west, to its intersection with the line formed by the extension of
the centerline of Portland Avenue on the east.
Portion APN 4046-003 -001 -0001
Givens Field 3:
That portion of Lots 1 to 24, Block 5, and Lots 1 to 24, Block 6, which lie
south of the fence or line formed as an extension of the fence which defines the
northerly boundary of the Little League Playfield, from its intersection with the
line formed by an extension of the centerline of Portland Avenue on the west,
to its intersection with the line formed by the extension of the centerline of
Austin Avenue on the east.
Portion APN 4046-003 -001 -0001
Section 2 - TERM
The Lessee is currently in possession of the Property. The term of the lease shall be for five
(5) years commencing on May 1, 2015 and ending on April 30, 2020 if not sooner terminated
in the manner provided in Section 5 or 8. The parties shall have a mutual option to renew this
lease for an additional five (5) year term under the same terms and conditions or such other
terms and conditions as the parties then agree upon, provided, written notice to renew the
lease term must be given no sooner than 6 months, nor later than 90 days before the expiration
of the lease term.
Section 3 - RENT
The rent shall be One Dollar ($1.00) per year payable in full without deduction or offset, to
the Clerk of the City of Port Orchard on or before May 1 of each year during this lease. The
annual rent of $1.00 is in addition to the cost incurred by the Lessee in the maintenance and
improvements of the premises which contribute to the increased value of the Lessor's
property. Additional consideration is the community benefit that Lessee provides by
organizing and administering youth athletics programs on the premises. Real property taxes
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and assessments shall be the responsibility of the City. All other taxes, including leasehold
taxes, and taxes on all personal property kept and maintained on the Premises, shall be paid
by the Lessee.
Section 4 - CONDITIONS OF USE
A. It is understood and agreed between the parties that the Lessee shall not utilize the
premises other than for organizing and administering youth athletics programs, without
charging admission for the use of the Premises.
B. Lessee shall not sublease or rent any portion of the above -described real property
without the prior written consent of Lessor, and consent to a sub -lease or rental agreement
shall not be deemed to be consent to any subsequent sub -lease or rental agreement.
C. It is specifically agreed and understood that the Lessee shall not call on the Lessor to
make any improvements or repairs to the Premises. Lessee agrees to maintain the above -
described real property and the Premises during the term of this Lease and shall be
responsible for the maintenance and upkeep of said real property and Premises at all times,
including but not limited to grass, infield surfaces, fences, seating, buildings, poles, lighting
and other utilities and shall be responsible for maintaining said area in an orderly state and
sanitary condition. It is further understood and agreed between the parties that the Lessee
shall not commence any new construction or improvements to the premises without first
obtaining written consent from the Lessor, as deemed in Section 7 of this lease, and securing
the required permits from all appropriate agencies. The cost of said improvements and
permits shall be borne by the Lessee. Subject to the terms and conditions of this lease, Lessee
shall be the only tenant with rights to conduct improvements to Givens Field 3, but shall
cooperate and coordinate with the South Kitsap Pee Wee Association with respect to any
improvements to Givens Field 1 and Givens Field 2. Upon termination of this lease, all newly
constructed buildings, structures, foundations, and/or improvements, including but not limited
to lighting and poles, fences, and seating shall become property of the Lessor.
D. The Lessee is specifically prohibited from subjecting the Premises or the Lessor's
assets to any liens or claims of lien. Lessee shall keep the Premises free from any liens
created by or through Lessee. If a lien is filed against the Premises by any person claiming
by, through or under the Lessee, then Lessee shall, within ten (10) days after the Lessor's
demand, at Lessee's expense, either remove the lien or furnish to the Lessee a bond issued by
a surety, approved in form by the City Attorney, and in an amount satisfactory to the Lessor,
indemnifying the Lessor and the Premises against all liabilities, costs and expenses, including
attorney's fees, which the Lessor could reasonably incur as a result of such lien.
E. Lessee acknowledges that the portion of the premises described in this lease as Givens
Field 1 and Givens Field 2 is subject to an overlapping lease with the South Kitsap Pee Wee
Association. Lessee shall have sole possession of Givens Field 1 and Givens Field 2 from
January 15 through July 14 during the term of this lease. The South Kitsap Pee Wee
Association shall have sole possession of Givens Field 1 and Givens Field 2 from July 15
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through January 14 during the term of this lease. Lessee shall be responsible for appropriately
storing personal property on or before July 14 of each calendar year. Lessee agrees to remove
the first and second base anchors from Givens Field 1 and Givens Field 2 on or before July 14
of each calendar year, if necessary to avoid possible injury when the fields are used by the
South Kitsap Pee Wee Association. Lessee and the South Kitsap Pee Wee Association shall
coordinate the use and annual transfer of possession of Givens Field 1 and Givens Field 2 in a
manner that is respectful of the purpose and intent of both organizations.
F. Lessee and the South Kitsap Pee Wee Association shall coordinate the use and/or
maintenance of or improvement to Givens Field 1 and Givens Field 2 in a manner that is
respectful of the purpose and intent of both organizations. Specifically, Lessee agrees to
cooperate with the South Kitsap Pee Wee Association in the scheduling and performance of
reseeding and top dressing for Givens Field 1.
G. Any dispute between Lessee and the South Kitsap Pee Wee Association regarding the
coordinated use and/or maintenance of or improvements to the premises shall be referred to
the Mayor of Port Orchard. The Mayor's decision shall be a final resolution of any such
dispute.
H. If the Lessee fails to keep and maintain the Premises in the condition required by this
Lease, the Lessor may, at its option, terminate this Lease. As the Lessee is the occupant of
the Premises, it is fully familiar with the physical condition of the Premises and accepts the
Premises in its current condition as satisfactory to the Lessee's needs.
Section 5 - 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 yearly 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.
Section 6 - INDEMNIFICATION; INSURANCE
A. Lessee shall defend, indemnify and hold harmless the City, its officers, officials,
employees and volunteers from and against any and all claims, suits, actions or liabilities,
including costs, reasonable attorneys' fees and expenses, for injury or death of any person, or
for loss or damage to property, which arises out of Lessee's use of the Premises or from the
conduct of Lessee's operations, or from any activity, work or thing done, permitted or
suffered by Lessee in or about the Premises, except only injury or damage as shall have been
occasioned by the sole negligence of the City. Lessor, its officers, elected officials,
employees and agents, shall not be liable for any loss, damage or injury of any kind or
character to any person or property arising from any use of the leased premises or any part
thereof, or caused by and/or arising from any act or omission of Lessee or any of its agents,
employees, licensees or invitees or by or from any accident on the leased premises or any fire
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or other casualty thereon or occasioned by the failure of Lessee to maintain said premises or
to cause the same to be maintained in a safe condition or by a nuisance made or suffered
thereon, or arising from any other cause whatsoever; and Lessee, as a material part of the
consideration of this lease, hereby waives on its behalf all claims and demands against Lessor.
B. The Lessee shall procure and maintain, for the duration of this Lease, insurance
against claims for injuries to persons or damage to property which may arise from or in
connection with the Lessee's operation and use of the leased Premises. Lessee's maintenance
of insurance as required by this Lease shall not be construed to limit the liability of the Lessee
to the coverage provided by such insurance or otherwise to limit the City's recourse to any
remedy available at law or equity.
Lessee shall obtain insurance of the types described below:
1. Commercial General Liability insurance which shall be written on Insurance Services
Office (ISO) occurrence form CG 00 01 and shall cover premises and contractual liability.
The City shall be named as an insured on Lessee's Commercial General Liability
insurance policy using ISO Additional Insured -Managers or Lessors of Premises Form CG
20 11 or a substitute endorsement providing equivalent coverage. Commercial General
Liability insurance shall be written with limits no less than $1,000,000 each occurrence,
$2,000,000 general aggregate.
2. Property insurance shall be written on an all risk basis. The property insurance shall be
written covering the full value of Lessee's property and improvements with no
coinsurance provisions.
The Lessee's Commercial General Liability insurance policy or policies are to contain, or
be endorsed to contain that they shall be primary insurance as respects the City. Any
insurance, self-insurance or insurance pool coverage maintained by the City shall be
excess of the Lessee's insurance and shall not contribute with it.
Insurance is to be placed with insurers with a current A.M. Best rating of not less than
ANII.
Lessee shall furnish the City with original certificates and a copy of the amendatory
endorsements, including but not necessarily limited to the additional insured endorsement,
evidencing the insurance requirements of the Lessee.
Lessee and the City hereby release and discharge each other from all claims, losses and
liabilities arising from or caused by any hazard covered by property insurance on or in
connection with the Premises. This release shall apply only to the extent that such claim,
loss or liability is covered by insurance.
City shall purchase and maintain during the term of the Lease all-risk property insurance
covering the Building for its full replacement value without any coinsurance provisions.
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The Lessee shall provide the City with written notice of any policy cancellation, within
two business days of their receipt of such notice.
Failure on the part of the Lessee to maintain the insurance as required shall constitute a
material breach of the Lease, upon which the City may, after giving five business days'
notice to the Lessee to correct the breach, terminate the Lease or at its discretion, procure
or renew such insurance and pay any and all premiums in connection therewith, with any
sums so expended to be repaid to the City on demand. The language in this Section 6(A)
relating to indemnification shall survive the expiration or termination of this Agreement.
Section 7 - ASSIGNMENT
Lessee shall not assign or transfer this lease or any interest therein, without the prior written
consent of Lessor, and consent to an assignment shall not be deemed to be consent to any
subsequent assignment. Written consent of Lessor shall mean a majority of the City Council
members of the City of Port Orchard signing a letter of "assignment authorization" to be filed
with the Clerk of the City Council. Any such assignments without such consent shall be void,
and shall at the option of the Lessor, terminate with this lease.
Section 8 - DEFAULT
In the event the Lessee shall fail to keep and perform any of the covenants and agreements
herein contained including the payment of rent, Lessor may terminate this lease by giving
written notice to Lessee. Lessee shall not be deemed to be in default of the covenants and
agreements hereunder unless Lessor shall first give to Lessee five (5) days written notice of
such default and Lessee fails to cure such default(s) within such five (5) day period. hi the
event of any such lease termination Lessor, in addition to the other rights and remedies it may
have, shall have the immediate right of re-entry and may remove all person and property from
the premises.
Section 9 - WAIVER
Lessor's waiver of one or more covenants or conditions shall not be construed as a waiver of a
subsequent breach of the same or other covenants or conditions.
Section 10 - PARTIES BOUND
The covenants and conditions herein contained shall, subject to the provisions as to
assignment and transfer, apply to and bind the heirs, successors, executors, administrators,
and assigns of all the parties hereto.
Section 11 —NOTICE
Any notice required to be given to the parties under this Lease shall be in writing and
effective either when delivered in person or via overnight mail to the other party, or three (3)
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days after being sent by registered or certified mail to the other party, at the addresses set
forth below:
City of Port Orchard South Kitsap Western Little League, Inc.
Attn: City Clerk Attn: President
216 Prospect Street P.O. Box 32
Port Orchard, WA 98366 Port Orchard, WA 98366
Section 12 -- LESSOR'S RESERVATION
Lessor reserves the right, without liability to Lessee, to inspect the premises at reasonable
times, upon reasonable notice, and without unreasonable interference to Lessee's activities on
the premises.
Section 13 - ENTIRE AGREEMENT
This lease sets forth the entire agreement between the parties and it shall not be modified in
any manner except by an instrument in writing executed by the parties.
Section 14 - JURISDICTION, VENUE AND ATTORNEY FEES
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 any suit or
action instituted to enforce any right or obligation granted in this Agreement, the substantially
prevailing party shall be entitled to recover its costs, disbursements, and reasonable attorney's
fees from the other party.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, t4g,flarties hereto have signed and sealed this lease theC25day of
2015;;: 'p0R7 p''%
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GORP oRq • by-,
LESSOR: _ cc i ��o �d LESSEE:
City of Port Orchard •.0``� "'1 iL ; South Kitsap Weste ittle League, Inc.
By: _Tim Matthes = 'O • • By: e
It's: _Mayor '•.MBER�:•�'�.�`' It's:
ATTEST:
-'�� s�'— C City Clerk Brandy Rinea on,
STATE OF WASHINGTON )
ss.
County of Kitsap )
I certify that I know or have satisfactory evidence that Tim Matthes 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 Mayor of the City of Port Orchard to
be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.
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STATE OF WASHINGTON
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County of Kitsap )
I certify that I know or have satisfactory evidence that SNCUZISis the person who
appeared before me, and said person acknowledged that he/she signed this instrument, on oath, stated
t at he/ he was authorized to execute the instrument and acknowledged it as the
of the South Kitsap Western Little Le c. to be the free and
voluntary act of such party for the uses and purposes entione the instrument.
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