HomeMy WebLinkAbout110215_ca03Consent Agenda
Regular Agenda
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of Commissioners
Philip Morley
FROM: Su Tipton, WSU Jefferson County Cooperative Extension
DATE: November 2, 2015
RE: Sublease of Meeting/Office Space
STATEMENT OF ISSUE: Sublease Meeting/Office space from Finnriver North and
Chimacum Dairy, LLC
ANALYSIS: Sublease of Meeting/Office space in the Chimacum area affords accessability
with our agricultural community for meetings and workshops.
FISCAL IMPACT: $3,360 Lease + $400.00 Refundable Damage Deposit
RECOMMENDATION: We recommend the Commissioners to approce this Agreement.
DEPARTMENT CONTACT: Su Tipton; 360.379.5610 ext. 206
REVIEWED BY:
Phi ip Morley,ounty dministrator
Date
SUBLEASE AGREEMENT
THIS SUBLEASE is made and effective this 15th day of April, 2015, by and between Finnriver
North, LLC a Washington limited liability company, as' "Finnriver North", and, Jefferson County
on behalf of Jefferson County Cooperative Extension, as "Tenant". Finnriver North and Tenant
agree as follows:
1. Provisions Constituting Sublease. This- Sublease is subject to all the terms and
conditions of a lease dated April 1, 2415, between Finnriver North and Chimacum Dairy, LEC
(the "Master Lease"). This Sublease may be modified unilaterally: if required to maintain
Finnriver North's compliance with the terms of or amendments to the Master Lease. In the event
of the termination of Finnriver North's interest under the Master Lease for any reason, then this
Sublease shall terminate simultaneously without any liability of Fimiriver North to Tenant-
2.
enant2. Premise. Under the Master Lease Finnriver North has leased the "Property"
which consists of the land and improvements located at 9165 Rhody Drive, Chimacum,
Washington, 98325. Finnriver North agrees to sublease to Tenant for the Term, at the .rent and
uponall: of the terms and conditions set forth herein, a porn. of.the office -space. located within
the building commonly known as the Farmhouse (the "Subleased Premises"). The parties agree
that the Subleased Premises is a space is an upstairs office room of approximately 258 square
feet, commonly referred to as "the White room" and is accessed by the common lobby area
shared with Finnriver North, Finnriver Cidery, and other tenants, leasing space in the Farmhouse
or on the Property. Tenant shall be deemed to have accepted and taken possession of the
Subleased Premises in "as -is" condition. Finnriver North has made no representation or warranty
to Tenant, express or implied, respecting the condition of the Subleased Premises or Property.
3. Cooperatio& aa& Collabor4tlon, Tenantacknowledges- that it is one of a
number of tenants occupying space in the Farmhouse. As such Tenant agrees to participate
collaboratively, along with Finnriver North and other tenants, in the establishment of - a
formalized and agreed to list of norms of collaborative behavior so as to ensure the safety,
comfort, and productivity of all other parties involved in this collaborative effort. Tenant agrees
to follow such guidelines as they are set forth, and at all times to act in a manner respectful and
considerate of other users of the space.
4. Use. Tenant shall use the Subleased Premises only for the purpose; of general
.office use and meetings, and- for no- other purposes without Finnriver North's written- consent
Tenant shall:
• Conform to all applicable laws and regulations of any public authority affecting the
Subleased Premises or the Property and the use, and correct at Tenant's own expense
any failure of compliance created though Tenant's fault or by reason of Tenant's use,
but Tenant shall not be required to make any structural changes to effect such
compliance (unless such changes are required because of Tenant's specific use).
• Refrain from any use that would be reasonably offensive to other tenants or owners or
users -of the Property or neighboring premises or that would und tea -create a -nuisance
or damage the reputation of the same.
• Refrain from making any marks on or attaching any sign, insignia, antenna, aerial, or
other device to the exterior walls, windows, or, roof of the premises without the
consent of Finnriver North.
• Only engage in- activities permitted. by the Agricultural- Conservation Easement
granted and conveyed by instrument recorded on December 22,'2009, under
Auditor's File Number 548726, records of Jefferson County, Washington.
5. Term. The Initial` Term of this Sublease is from April 15, 2015 (the
"Commencement Date"), until December 31st, 2015, unless terminated sooner under the
provisions of this Sublease or by law. In the event that Finnriver North permits Tenant to occupy
the Sublease Premises prior to the Commencement Date, such occupancy shall be subject to all
of the provisions of this Sublease, but shall not advance the Termination Date of this Sublease.
51 Renewal Term. Finnriver North LLC and Tenant agree that no later
than 90 days before the end of this initial rental term bothparties shall in good faith enter into a
negotiation regarding a renewal term for this lease. Finnriver North has expressed interest in
long term rental of this space but due to the fast that establishing a cooperative office space in
the Farmhouse is a new endeavor, Finnriver North cannot initially offer a guarantee of renewal
after the first year of rental. The conditions of the Lease for the Renewal Tenn shall be subject
to negotiation between the Finnriver North and the Tenant, and both parties now specifically
agree that the lease rate of a renewal term might increase or decrease, subject to either Finnriver
North or Tenant's needs at the timeof renegotiation.
6. Rent and Security Deposit.
6.1 Rent. The monthly rent for the Subleased Premises shall be FOUR
HUNDRED Dollars- {$404;00)- per month. Jefferson County - agreed to pay the rent for the
remainder of 201-5; 8.5' months for a total of $3,360, upon execution of this Sublease. Tenant
shall pay a $50.00 'charge for each and any returned check (NSF) and rent will be considered late
and late charges will apply. Finnriver North reserves the right to waive such late fees, at its
discretion, depending on the circumstances surrounding any late payments.
6.2 Security Deposit. Tenant will pay to Finnriver North the equivalent of one
month's rent as a security deposit for the full and faithful performance of this Sublease. If Tenant is
in default under this Sublease, Finnriver North may use the security deposit, or any portion
thereto,to. cure- the- default or to- compensate Finr iver North for damages- (property or financial
damagesincluding attorneys' fees) sustained by Finnriver North. Tenant shall, within thirty (30)
days after written demand, deposit cash with Finnriver North in an amount sufficient to restore
the security deposit to the full amount stated above, and Tenant's failure to do so shall be a
material breach of this Sublease. If Tenant is not in default at the expiration or termination of
this Sublease; or any extension hereof, Finrfiver North shall return the security deposit to
Tenant. Finnriver North's obligations with respect to the, security deposit are those of a debtor
and not a trustee. Finnriver North may maintain such sums separate and apart from Finnriver
North's general funds or may, commingle them with Finnriver North's general or other funds.
Finwiver North isnot required t4 pay Tenant interest cmst�ch� sums, car any Win- therf
7. Gross Rent. Rent is inclusive of reasonable levels of basic utilities (power, heat,
water, sewer, internet/data), taxes, and other expenses associated with maintaining the premises.
Per section. 4.1 above, during renewal .negotiations Finnriver North may, adjust Rent as needed to
.cover unexpected fluctuations; in cost of those items x included in, Rent or in the event that Tenant
incurs unusual or excessive use of utilities.
8. Finnriver North Obligations. During the term, Finnriver North will provide the
following:
• Utilities such as water, heat, garbage, electricity, sewer and data/internet connectivity
(but not phone service).
• Repairs to the Subleased Premises. In the event that any repair is required on
Subleased Premises totaling -over $50.002 'tenant -shall -notify Fiiver North -and -
Tenant
Tenant and Finnriver North shall mutually inspect the needed repair to jointly
determine the method and repair and allocation of costs.
9. Tenant Obligations. By taking possession of the Subleased Premises; Tenant
acceptsthe Subleased Premises as being in ` good' working and sanitary 'order, condition and
repair. During the Term, Tenant agrees to abide by the following stipulations:
• Maintain the Subleased Premises and all common areas at Tenant's sole ° expense in a
cleanand- sanitary condition and repair including, without limitation; all- carpet, wall
coverings, floor coverings, signs, windows, doors and other fixtures, equipment and
improvements.
• Purchase' and maintain all tools necessary for the conduct of its -trade.'
• Properly dispose of garbage/waste regularly in appropraaie'garbage/waste containers-.
• Comply with all municipal, county, state and federal codes, statutes and ordinances
including keeping and maintaining all professional and business certificates and
licenses required by the city, state and federal government to conduct its business and,
upon demand, Tenant will provide copies of said certificate(s) and/or licenses to
Finnriver North
• Not maintain or allow animals/pets on the Subleased Premises or Property of any kind.
• Not permit a nuisance or common waste nor intentionally or negligently damage,
destroy or remove any part of the Subleased Premises -or the Property.
a Not install wires, ante as, ropes electricalextension- cords on- the building; roof or
other parts of Subleased Premises or Property without written consent of Finnriver
North.
* Not install or construct any type of variation, addition; 'or alteration of the Subleased
Premises or Property without written consent of Finnriver North.
• Not place any signs anywhere outside or inside the Subleased Premises or Property
without Finnriver North' prior written consent.
• Keep the Subleased Premises or Property free from any liens arising out of any work
performed for, materials famished to, or obligations incurred by Tenant and shall hold
Fimiriver North harmless against the same. In the event Tenant becomes insolvent,
bankrupt; or, if a receiver, assignee or other liquidating officer isappointedfor Tenant
or Tenant's business, Finnriver North may cancel this Sublease at its option.
• Not permit, through action or - inaction, a condition or conditions oa Subleased
Presses -or Property that would -jeopardize the safety and security of Finnriver North
or other parties engaging in business or activities on the Subleased Premisesor
Property.
10. Insurance. Tenant shall, at Tenant's expense, obtain and keep in force during the
term of this Lease a policy of Combined Single Limit ''Bodily Injury and Property Ramage
insurance insuring Tenant and Finnriver North against any liability arising out of Tenant's use,
occupancy or maintenance of the Subleased Premises or Property. Such insurance shall be in an
amount not less than $1,000;000.00 per occurrence. The policy shall name Finnriver North as an
additional insured- and shall further provide a- copy of the- "binder" to- Finnriver North- upon -each -
renewal. The policy shall insure performance by Tenant of the indemnity provisions of this
Lease. The limits of said insurance shall not, however, limit Tenant's liability. The insurance
policy described in this paragraph shall not be cancelable or subject to reduction of coverage or
other modification except after thirty. (30) _days prior written ;notice to Finnriver North, 1 Upon
demand, Tenant will provide copies of. certificate(s) of insurance and policy to Finnriver North.
The parties agree to release and waive their entire right of recovery with respect to one another
for any insured loss or damage occurring on the Subleased Premises or Property, whether the
loss or damage is due to the negligence of Finnriver North, Tenant, or the clients of either. The
Pies ag=, upon obtaining the policies of ince requirad� to give natim 1p tbz
carrier or carriers that the foregoing mutual waiver of subrogation is contained in this Sublease.
11. Indemnification. Tenant will indemnify, defend and hold Finnriver ,North, the
property owner . and their agents harmless from any and all damages (including reasonable
attorneys' fees) related to the conduct of it's business,` or from any activity, work or thing done,
permitted or suffered by Tenant in or about the Subleased Premises or Property or the common
area shared with Finnriver' North, other sublessors and subcontractors of Finnriver North, or the
entirebuilding. , Tenant shall: further indemnify, defend and hold Finnriyer North, the property
owner and their agents harmless s from any and all- damages (inducting, reasanab46 atto ys' fees
arising from any breach or default in the performance of any obligation to be performed by
Tenant.
12_ Suffletting. and Joint Tenants- Tenant -:may not sublet': or assign Tenant_'s.
obligations under this Sublease without Finnriver North' prior written consent. If more than one
person executes this Sublease Agreement as Tenant: (i) Each of them is jointly and severally
liable for performing all the terms of this Sublease to be performed by Tenant; (ii) "Tenant" as
used in this Sublease means and includes each of them jointly and severally. The act of or notice
or refund to or signature of any one or more of -them with respect to tenancy of -this Sublease is
binding upon each and all of the persons executing this Sublease as Tenant with the same force
and effect as if each and all of them had so acted.
11 k a on or Early Termination- of Sublease.. Fin ver North reserves- the
right to unilaterally modify or terminate this Sublease if Finnriver North' Lease with property owner
is modified or terminates for any reason. In no event shall Finnriver North be liable for special or
consequential damages, either in contract or tort, to Tenant if this Sublease is modified or
terminated as set forth in this paragraph.
14.- Defaults -and -Remedies. -
14.1 Defaults. The occurrence of any one or more of the following events shall
constitute a default and breach of this Sublease by Tenant:
(a) -,The abandonment of the Suble>aased, Prae nises.by- Tenant.,
(b) The failure by Tenant to make any payment of rent or any other
payment required to be made; by Tenant hereunder, as and when due where such failure . shall
continue for a period of five (5) days after written notice hereof from Finnriver North to Tenant.
(c) The failure by Tenant to observe or perform any of the covenants,
conditions, or provisions of this Sublease to be observed or performed by Tenant, other than
described in Section (b) above, where such failure shall continue for a period of thirty (30) days
after written notice thereof from Finnriver North to Tenant.
14.2 Remedies in Default. In the event of any such default or breach by Tenant,
Finnriver North may at any thereafter,; with such notice as required by law and without limiting
Finnriver North in the exercise of any right or remedy which Finnriver North may have by reason of
such -default or breach!
(a) Terminate Tenant's right to possession of the Subleased Premises by
any lawful means, in which case this Sublease shall terminate and Tenant shall immediately
surrender possession of the Subleased Premises to Finnriver North.
(b) Maintain Tenant's right to possession, in which case this Sublease
shall continue in effect whether or not Tenant shall have abandoned the Subleased Premises. In
such event, Finnriver North shallbe entitled to all of Finnriver North' rights and remedies under this
Sublease including the right to recover the rent as it becomes due hereunder.
(c) Pursue any other remedy now or hereafter available to Finnriver
North under the laws or judicial decisions of the. state of Washington.
14.3- fault by Haunt Iver lllartlh. Fiver Northshall not be in default unless
Finnriver North fails to perform obligations required of Finnriver North within a reasonable time,
but in no event later than thirty (30) days after written notice , by Tenant to Finnriver North;
provided, however, that the nature of Finnriver North's obligation is such that more than thirty (30)
days are required.. for performance, ,then, Finnriver North shall not be in default if Finnriver North
commences performances within such thirty (30) day period and thereafter diligently pursues the
same to completion.
15. Termination. Upon termination of this Sublease, Tenant shall:
• Remedy or repair any damage caused by Tenant or Tenant's customers.
+
Return- all- keys to- Finnriver North:
• Clean and restore Subleased Premises to the original occupation
conditions,less' ordinary wear and tear.
15.1 Tenant's Property. All of Tenant's property that is not affixed to the
Subleased Premises will remain Tenant's property. Tenant may remove its property at any time
during the Terni, provided Tenant is not in default. Upon the expiration or earlier termination of
the Sublease, Tenant shall remove its property from the Subleased Premises and/or Property.
Tenant shall repair damage to Subleased Premises and/or Property resulting from the installation
or removal of Tenant's property, and Tenant shall promptly surrender the Subleased Premises in
as good order, repair and condition as was provided to Tenant on Commencement Date,
reasonable wear and tear excepted.
16.- General Provisions.
16.1 Confidentiality. Tenant shall not disclose any of the matters set forth in
this Sublease Agreement or disseminate or distribute any information concerning the terms,
conditions or details hereof to any person, firm or entity, including other tenants and
subcontractors; without first obtaining the priorexpress-written-consentof Finnriver North.
16.2 Governing Law and Disputes. This Sublease shall in all respects be
governed by and construed in accordance with the laws of the State of Washington. Finnriver North
and Tenant agree to pursue mediation to resolve any disputes. Should mediation fail to lead to
resolution, both parries irrevocably submit to- the jurisdiction of the state and feral courts- situated
in Jefferson County, Washington, in any proceeding relating to this Sublease. If there is a dispute
between the parties relating to this Sublease, the party substantially prevailing will be entitled to
recover` all costs and expenses of any subsequent proceedings (including trial, appellate, and
arbitration proceedings), including the attorney fees incurred therein.
16.3 Access. Finnriver North, the property owner and their agents shall have the
right to enter the Subleased Premises at reasonable times for purpose of inspecting the same,
showing the same to prospective purchasers, tenants, or lenders, and making such alterations,
repairs, improvem. eats --ems additions- to- the Subleased. Pmmises-or to- the space/unit of which- they am
-
a part as Finnriver North may deem necessary or desirable. Tenant shall ensure that Finnriver
North and the property owner shall have access to a key far the door of Subleased Premises at all
times, however, they have the right to use any and all means that they deem necessary to open
door in the event of an "emergency. Finnriver North may at any time place on or about the
Subleased Premises any ordinary signs all without rebate of rent or liability to tenant.
16.4 Holding Over. If Tenant remains in possession of the Subleased Premises
or any part thereof after the expiration of the Term without the express written consent of Finnriver
North such occupancy shall be a tenancy from month to month at a rental in the amount of one
hundred ten percent (110%) of the last monthly rental plus all other charges payable hereunder, and
upon the terms hereof applicable to month to month tenancy.
16...5. Interest on- Due Obligation. Except. as -expressly herein provided, any
amount due to Finnriver North not paid when due shall bear interest at twelve percent (12%) per
annum from the due date. Payment of such interest shall not excuse or cure any default by Tenant
under this Sublease.
16.6 Locks and Keys. No additional locks shall be placed upon any doors of the
Subleased Premises without the written consent of Finnriver North LLC. Keys or access code will
be furnished to accommodate entrance to the premises. At the termination of the Lease, Tenant
shall surrender all keys to the Subleased Premises and to any other facilities or common areas
whether paid. for. or not. _ If Tenant fails, to surrender all keys,. Tenant .shall- be_ liable to Finnriver
North for the costs of rekeying as necessary. Finnriver North or other authorized agents may retain
a pass key to the Subleased Premises to enable them to examine the Subleased Premises from time
to time with reference to any emergency or to the general maintenance of said Subleased Premises.
16.7 Waiver, Severability and Construction. No wager by Finnriver Nora of
any provision hereof shall be deemed a waiver of any other provision hereof or of any subsequent
breach by Tenant of the same. or any other provision. Finnriver North' consent to or approval of any
act shall not be deemed to render unnecessary the obtaining of Finnriver North' consent to or
approval of any subsequent- act- by the Tenant. The -acceptance of rent hereunder by Finnriver North
shall not be a waiver of any preceding breach by Tenant or any provision hereof, other than the
failure of Tenant to pay the particular rent so accepted regardless of Finnriver North' knowledge of
such preceding breach at the time of acceptance of such rent. The invalidity of any provision of this
Sublease, as determined by a court of competent jurisdiction, shall in no way affect the validity of
any other provision hereof. Section and Section headings are for convenience only and not a part
hereof. Exhibits .are an integral part hereof.
16.8 Entire Agreement. This Sublease and Exhibits contain the entire agreement
of the parties-withrespect to the .subject mer herein -and- supersedes -all -prior representationsaand
understandings, whether oral or written. This Sublease may be modified only by writing signed
by both parties.
16.9 Notices. Notices required or permitted under this Agreement will be
considered given if delivered in person or by mail, delivery service or facsimile transmission that
obtains written confirmation of receipt. Notices by mail, delivery service or facsimile will be
addressed to Finnriver North and to Tenant at the address set forth below:
La.ndlor*-_
Finnriver North, LLC
PO Box 178
Chimacum, WA 98325
Phone.:_
Fax:
Tenant:
Jefferson County
Cooperadva Extension
380 Jefferson
Port Townsend, WA 98368
15.10 Time ofEssence. Time is ofthe essence.
Preparation of this Lease by Finnriver North and submission of the same to Tenant shall not be
deemed an offer to lease the Subleased Premises. This Lease shall become binding upon
Finnriver North and Tenant only when fully executed by Finnriver North and Tenant.
TENANT: LANDLORD:
Jefferson County Finnriver North, LLC
By: David Sullivan y: Eric J r ensen
Its: ChairmanIts: Co- r
This lease has been reviewed: and approved by Master Lease landlord, Chimacum Dairy, LLC
this 9 day of 5�� .r , 2015. Acknowledged here by:
®wg ,j a n t (printed name
(signature)
°tiS t (title)-
TENANT:
STATE OF WASHINGTON )
)ss.
COUNTY OF JEFFERSON )
I certify that I know or have satisfactory evidence that Philip Morley signed. this instrument and that he is
authorized to execute the instrument and acknowledged it to be the free and voluntary act of such entity for
the uses -and -purposes mentioned in -the instrument.
WITNESS my hand and official seal the date and year in this certificate written above.
(print notary's name)
Notary Public in and for the State of Washington,
residing at
My commission, expires,
LANDLORD:
STATE OF WASHINGTON )
)ss.
COUNTY OF JEFFERSON )
On this ft day of W , personally appeared before me �� ,� ember
of FINNRIVER NOR , LLC, known to me to be the individual described in and Ao executed the
foregoing and on oath stated that lie was authorized to execute the instrument and acknowledged it to be the
free and voluntary act of such entity for the uses and purposes mentioned in the instrument.
WITNESS my hand and official seal the date and year inthi ertificate written above.
1. r J - K c� 1
Notary Pudic
State of Washington (print notary's name)
ii
CQANDICE R. COTTERiLL Notary Publi m and fpr the State of Washington,
MY COMMISSION EXPIRES residing at June 24, M
GOMMISS1,011-IexPIMS:
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LI YN te, /