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HomeMy WebLinkAbout070516_ca08Consent Agenda Regular Agenda JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of Commissioners FROM: Su Tipton DATE: July 5, 2016 RE: Brown Farmhouse Office Space & Meeting Room Lease Renewal. STATEMENT OF ISSUE: Lease Renewal for 1/1/2016 through 12/31/2017. ANALYSIS: Renewal of Brown Farmhouse Office Space & Meeting Room Lease through Finnriver North, LLC. The office space and meeting room is used by staff to support meetings with the farming community, farmers, landowners and businesses in the county areas outside of the City of Port Townsend. FISCAL IMPACT: Funding has been budgeted through Cooperative Extension Fund 108, Building Rental bars line. Total amount to Finnriver North, LLC shall not exceed $4,800.00. RECOMMENDATION: Recommend Board of Commissioners approve this Professional Services Contract. DEPARTMENT CONTACT: Su Tipton REVIEWED BY: r' Philip M o unty Administrator Date SUBLEASE RENEWAL AGREEMENT 1 THIS SUBLEASE is made and effective this 1st day of January 2016, 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 renewal is subject to all the terms and conditions of a lease dated April 1, 2015, between Finnriver North and Chimacum Dairy, LLC (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 Finnriver North to Tenant. 2. 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 upon all of the terms and conditions set forth herein, a portion 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. Cooperation and Collaboration. Tenant acknowledges 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 through 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 tend to 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 renewal is from January 1, 2016 (the "Commencement Date"), until December 31st, 2016, 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. 5.1 Renewal Term. Finnriver North LLC and Tenant agree that no later than 90 days before the end of this initial rental term both parties 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 fact 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 Term 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 time of renegotiation. 6. Rent and Security Deposit. 6.1 Rent. The monthly rent for the Subleased Premises shall be FOUR HUNDRED Dollars ($400.00) per month. Jefferson County has agreed to pay the rent for the 2016, 12 months for a total of $4800.00, 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, carried over from original lease April 15d' 2015. 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 Finnriver North for damages (property or financial damages including 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 thereof, Finnriver 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. Finnriver North is not required to pay Tenant interest on such sums, or any portion thereof. 7. Gross Rent. Rent is inclusive of reasonable levels of basic utilities (power, heat, water, sewer, intemet/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 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 $50.00, Tenant shall notify Finnriver North and 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 accepts the 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 clean and 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 appropriate 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. • Not install wires, antennas, ropes, electrical extension 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 furnished to, or obligations incurred by Tenant and shall hold Finnriver North harmless against the same. In the event Tenant becomes insolvent, bankrupt, or, if a receiver, assignee or other liquidating officer is appointed for Tenant or Tenant's business, Finnriver North may cancel this Sublease at its option. • Not permit, through action or inaction, a condition or conditions on Subleased Premises or Property that would jeopardize the safety and security of Finnriver North or other parties engaging in business or activities on the Subleased Premises or 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 Damage 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. 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 parties agree, upon obtaining the policies of insurance required, to give notice to the insurance 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 entire building. Tenant shall further indemnify, defend and hold Finnriver North, the property owner and their agents harmless from any and all damages (including, reasonable attorneys' fees) arising from any breach or default in the performance of any obligation to be performed by Tenant. 12. Subletting 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. 13. Modification or Early Termination of Sublease. Finnriver 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 Subleased Premises 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 time 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 shall be 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 Default by Finnriver North. Finnriver North shall 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 Term, 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 prior express written consent of 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 parties irrevocably submit to the jurisdiction of the state and federal 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, improvements or additions to the Subleased Premises or to the space/unit of which they are 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 for 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 Past 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 waiver by Finnriver North 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 with respect to the subject matter herein and supersedes all prior representations and 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: Landlord: Finnriver North, LLC PO Box 178 Landlord: Tenant: Finnriver North, LLC PO Box 178 Chimacum, WA 98325 Phone: Fax: Jefferson County Cooperative Extension 380 Jefferson Port Townsend, WA 98368 15.10 Time of Essence. Time is of the 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: Jefferson County By: (`AtA�w- Its: Chair LANDLORD: Finnriver North, LLC Approved to form only 0 Jeffc n Co. Prowcut 6 Z7/I David Alvarez, Chief tvil DPA 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 day of 1c.- ,personally appeared before me �/' ' ember of FINNRIVER NORTH, AC, known to me to be the individual described in and rho executed the foregoing and on oath stated that he 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 ' t certificate written above. Notary Public State of WashinD on C A,NOICE R. COTTER ILL rAY COMMISSION EXPIRES June 24, 2019 (print notary's name) Notary PubX ' and f r the State of Washington, residing at c zx_ My mmission. expires: /�� za �G%