RES 89-58 20-YEAR LEASE BETWEEN WINSLOW & TOWN & COUNTRY MARKET FOR A PUBLIC RESTROOMROC: cm
11/29/89
To be considered: 12/7/89
KIWANIS PUBLIC RESTROOM LEASE
RESOLUTION NO. 89- 5~
A RESOLUTION ACCEPTING THE DONATIONS AND
APPROVING A TWENTY YEAR LEASE BETWEEN THE
CITY OF WINSLOW AND TOWN AND COUNTRY MARKET,
INC. FOR A PUBLIC RESTROOM SITE.
WHEREAS, the Kiwanis Club of Bainbridge Island proposes
to construct and donate a public restroom in the City of Winslow,
and
WHEREAS, Town and Country Market, Inc. is willing to
donate a site for one dollar a year for such public restrooms, and
WHEREAS, the City of Winslow, Washington finds such
donations and lease to be in the public interest,
NOW, THEREFORE, BE IT HEREBY RESOLVED by the Mayor and
Council of the City of Winslow, Washington, that the City does
hereby approve a twenty-year lease with Town and Country Market,
inc. attached as Exhibit 1 hereto and does hereby accept the
donation of a public restroom constructed by the Kiwanis Club of
Bainbridge Island on said site as in the public interest.
PASSED BY THE COUNCIL of the City of Winslow, Washington, this
7th day of December , 1989.
ALICE B. E
ATTEST/AUTHENTICATE:
APPROVED AS TO FORM:
d,,--de O.
O. CONOLEY, Ci
',ze~;:L seL"-:
CITY OF WiNSLOW -
GROUND LEASE OF REAL ~P, OPERu~Y
For and in ccnsideration of rental of One Dollar ($i.00) per
year, the LESSOR, TOI~I AND COUNTRY 1C~RK-ETr I?!C.., hereb%j leases to
the CiTY OF WINSI,C~q, WASHINGTON, a municipal corporation, LESSEE,
on the terms and conditions set 'forth herein,, the parcel of real
estate, situated in the City of Winslow, County of Kitsap, State
of Washington described in Exhibit A to this Lease, which Exhibit
is made a part hereof. Said real property is hereinafter called
"the property" or "the premises".
1. TE~I OF LEASE: This lease shall be for a period of Twenty
Years commencing July 1, 1990 and terminating June 30, 2010 unless
sooner terminated as provided herein or extended by further agree-
ment of the parties.
2. RENT: The annual rent for t~,e property shall be One Dollar
($1.00) and other valuable considerations,.payable on or before the
first day of each leasehold year. No increases shall be permitted.
3. PURPOSE: The purpose of this lease is to provide a location
for a public restroom facility to be constructed by the Kiwanis
ClUb Of Bainbridge Island and thereafter maintained by LESSEE as
a part of the leasehold.
4. CONDITIONS OF TENANCY: LESSEE warrants and agrees that the
property shall at all times be used and comply with all of the
following conditions of tenancy:
(a) A public restroom facility which conforms with all
applicable building and sanitary codes shall be erected upon the
property, to be completed and in operation not later than as agreed
separately in writing between the parties.
GROUND LEASE OF REAL PROPERTY - Page 1 of 6
(b) LESSEE shall not allow the property to be used for any
purpose other than the site of a public restroom facility.
(c) LESSEE shall use best efforts:
(1) to keep and maintain the property and facilities
thereon clean and sanitary and in good working condition suitable
and available for public use and in conformance with all applicable
building and sanitary codes; and
(2) to discourage and prohibit activities in and about
the property which are a public 'nuisance or otherwise contrary to
law.
For purposes of the foregoing sentence, the restroom facilities
shall be considered to be available for public use only if and
so long as they remain open and available to the public at no
charge e~r~t--a reasonable charge during at least six daylight
hours on at least twenty days in every consecutive period of thirty
days during the term of the lease; provided, that closures during
bona fide repair and maintenance activity shall for this purpose
be disregarded; and provided further, that this sentence shall not
apply during the initial construction period and until the facilities
are first opened for use.
5. EARLY TERMINATION:
(a) Uncured Breach of Conditions of Tenancy: If and when
any of the conditions of tenancy set forth in paragraph 4 are
breached, LESSOR may give written notice to LESSEE identifying such
breach. If such breach is not remedied within 30 days from and
after LESSEE's receipt of such notice, this lease shall terminate
at the end of such 30-day period unless the parties have reached
a written agreement which continues the. lease, or unless, within
such 30-day period, LESSOR or LESSEE shall have filed in a Court
of the State of Washington for Kitsap County an action for the
purpose of trying any issues of fact or law which may be presented
by the circumstances and obtaining judgment as to the occurence
or non-occurence of a breach and the legal effect thereof.
(b) By Lessee After Fifth Year: LESSEE shall have the right
and option, at any time after the fifth anniversary of the date of
GROUND LEASE OF REAL PROPERTY - Page 2 of 6
recordation of this document, to terminate and relinquish its
interest in the property and said lease hold without need for
cause back to LESSOR by enacting a Resolution of the City Council
to that effect and recording with the County Auditor a verified copy
of such Resolution.
(c) Upon termination of this lease, pursuant to section
5 herein, unless the parties otherwise agree, LESSEE shall remove
all structures and return the property to its original condition.
LESSOR shall thenceforth hold title to the property including any
improvements such as water and sewer remaining thereon, free and
clear of all interest of LESSEE and of Kiwanis Club of Bainbridge
Island.
6. INSPECTION: Lessor or Lessor's agent shall have access
to the premises at reasonable hours and times for the purpose
of inspecting the same.
7. UTILITIES AND LIENS; ASSESSMENTS AND TAXES: Lessee agrees
to pay for all light, heat, water, and other utilities used in or
charged against the premises during the term of this lease, and
to keep the premises free of all liens and encumbrances for same.
8. CASUALTY: If the premises are destroyed or damaged by fire,
the elements or other casualty to such an extent as to be more
than fifty per cent (50%) destroyed or which renders the same
untenantable and Lessee elects not to repair the same within 90
days after loss, this lease shall terminate; provided, Lessee
shall bear the risk of any and all damage to or destruction of
the premises during the term of this lease to the extent uninsured.
Lessee shall maintain such insurance for property loss at its
own expense as it deems fit, at its sole discretion.
9. SEVERABILITY: If any provision of this agreement is held
invalid, the remaining portions shall be in full force and effect.
10. QUIET ENJOYMENT COVENANT: Lessor warrants and covenants
that Lessor shall do nothing or permit anything to occur on the
premises which will unreasonably and substantially interfere with
the uses and purposes contemplated under this lease.
11. WAIVER: No waiver by either party of a breach of any
covenant, agreement or term of this lease shall be construed to
be a waiver of any succeeding breach of the same or any other
covenant, agreement or term.
GROUND LEASE OF REAL PROPERTY - Page 3 of 6
12. ALTERATIONS: Lessee shall make no alterations, additions
or improvements. on the premises without the prior written consent
of Lessor, which shall not be unreasonably with-held, if so, such
improvements shall be made at the sole expense of Lessee and shall
remain in and be surrendered with the premises as a part thereof
at the termination of this lease, without disturbance, damage or
injury thereto.
13. LIABILITY INSURANCE: Lessee agrees at Lessee's expense
to procure and maintain during the entire term of this lease
liability insurance in standard form insuring against all claims
for death or injuriesto. persons or damage to or destruction of
property, if at its sole discretion, it deems such is necessary,
and agrees upon request to furnish Lessor certificates of insurance
evidencing such coverage and providing against cancellation thereof
except upon ten (10) days written notice to Lessor=.
14. RIGHT OF INGRESS AND EGRESS: Lessees and all members of the
public shall be granted the necessary access rights of ingress and
egress to the property for the uses and purposes contemplated
by this lease.
15. SIGNS: Lessee shall'be permitted to design, alter, instatl~
maintain, repair or replace all signs on the property, after first
obtaining lessor's input, which input shall not be unreasonably
with-held.
16. NOTICES: To be effective, all notices and consents here-
under must be delivered in person or mailed postage prepaid, to
the parties at their addresses or such other address as the addressee
may hereafter notify the sender referring to this lease.
17. HOLD OVER: If the parties do not renew this lease nor
lessee quits possession of the premises upon termination of this
lease, such holding over shall be construed to be a tenancy from
month to month at the same rental and upon the same terms as provided
in this lease.
18. GENERAL: This lease constitutesthe entire agreement between
the parties as to the leasing of the premises and may not be modified
except in writing signed by the parties. This lease shall be binding
upon and inure to the benefit of the successors and assigns of the
GROUND LEASE OF REAL PROPERTY - Page 4 of 6
parties.
19. LAWS GOVERNING: In the event of litigation, the laws of
the State of Washington shall govern.
20. HOLD-HARMLESS: In further consideration of this lease,
LESSEE covenants and agrees to defend, save and hold LESSOR harm-
less from any and all claims, suits and-liabilities of any kind
whatsoever arising proximately from the use of the property by
any person or persons, pursuant to the purposes of lease.
21. AUTHORITY: By signing and accepting this lease, the parties
warrant and represent that its execution has been duly authorized
in compliance with all applicable laws, regulations and procedures,
and that the undersigned persons are duly authorized to execute this
lease on behalf of the parties.
22. BINDING EFFECT: SUCCESSORS AND ASSIGNS: This lease shall
not be assignable by LESSEE without the prior written approval of
LESSOR, nor shall the property be sublet to any third-party without
such approval. This lease shall run with the land.
DATED this 7th day of December, 1989.
LESSOR:
TOWN AND COUNTRY MARKET, INC.
By:
President
LESSEE:
CITY OF WINSLOW, WASHINGTON
By:
GROUND LEASE OF REAL PROPERTY - Page 5 of 6
STATE OF WASHINGTON )
) ss.
COUNTY OF KITSAP )
I, the undersigned, a notary public in and for the State of
/~ Washington, hereby certify that on this ~
to me known to be the individuals described in and who executed the
foregoing instrument, and acknowledged that they signed and sealed
the same as their free and voluntary act and deed, for the uses and
purposes therein mentioned.
GIVEN under my hand and official seal the day and year last
above written.
NOTARY PUBLIC, in and for the State
My commission e~pire~: ~3-~-~-
STATE OF WASHINGTON )
) sso
COUNTY OF KITSAP )
I, the undersigned, a notary public in and for the S te of
t'o me ~wn t~h~dividuals described in and who executed the
foregoing instrument, and acknowledged that they signed and sealed
the same as their free and voluntary act and deed, for the uses and
purposes therein mentioned.
GIVEN under my hand and official seal the day and year last
above written.
GROUND LEASE OF REAL PROPERTY - Page 6 of 6