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HomeMy WebLinkAbout09-19-2016 Council Meeting SPECIAL ACCOMMODATIONS: The City of Arlington strives to provide accessible meetings for people with disabilities. Please contact the ADA coordinator at (360) 403-3441 or 1-800-833-8388 (TDD only) prior to the meeting date if special accommodations are required. CALL TO ORDER Mayor Barb Tolbert PLEDGE OF ALLEGIANCE ROLL CALL Mayor Barb Tolbert - Deana APPROVAL OF THE AGENDA Mayor Pro Tem Debora Nelson INTRODUCTION OF SPECIAL GUESTS AND PRESENTATIONS PROCLAMATIONS PUBLIC COMMENT For members of the public who wish to speak to the Council about any matter not on the Public Hearing portion of the meeting. Please limit remarks to three minutes. CONSENT AGENDA Mayor Pro Tem Debora Nelson 1. Minutes of the August 15, August 22, and September 12, 2016 ATTACHMENT A Council Meetings 2. Accounts Payable 3. Urban Forestry Restoration Agreement ATTACHMENT B 4. Contract Award for Prairie Creek Stabilization ATTACHMENT C 5. Station 48 Two-Year Lease Agreement ATTACHMENT D PUBLIC HEARING NEW BUSINESS 1. Budget Discussion ATTACHMENT E Staff Presentation: Kristin Garcia Council Liaison: Mayor Pro Tem Debora Nelson 2. District 21 ATTACHMENT F Staff Presentation: Paul Ellis Council Liaison: Jesica Stickles/Marilyn Oertle Arlington City Council Meeting Monday, September 19, 2016 at 7:00 p.m. City Council Chambers – 110 E Third St SPECIAL ACCOMMODATIONS: The City of Arlington strives to provide accessible meetings for people with disabilities. Please contact the ADA coordinator at (360) 403-3441 or 1-800-833-8388 (TDD only) prior to the meeting date if special accommodations are required. 3. Recreation Tourism Grant Applications ATTACHMENT G Staff Presentation: Sarah Lopez Council Liaison: Sue Weiss 4. Amendment to Arlington Municipal Code (AMC) Chapter 2.52 ATTACHMENT H Regarding Planning Commission Membership Staff Presentation: Chris Young Council Liaison: Jesica Stickles/Chris Raezer 5. Lodging Tax Advisory Commission Appointments ATTACHMENT I Staff Presentation: Kristin Garcia Council Liaison: Mayor Pro Tem Debora Nelson DISCUSSION ITEMS INFORMATION ADMINISTRATOR & STAFF REPORTS MAYOR’S REPORT COUNCIL MEMBER REPORTS – OPTIONAL EXECUTIVE SESSION RECONVENE ADJOURNMENT Mayor Barb Tolbert To open all attachments, click here DRAFT Page 1 of 2 Council Chambers 110 East Third August 15, 2016 City Council Members Present by Roll Call: Jan Schuette, Debora Nelson, Sue Weiss, and Jesica Stickles Council Members Absent: Chris Raezer (excused), Marilyn Oertle (excused), and Mike Hopson (excused) City Staff Present: Mayor Barbara Tolbert, Paul Ellis, Sheri Amundson, Kristin Banfield, Bruce Stedman, Jonathan Ventura, Deana Dean, and Steve Peiffle – City Attorney. Also Known to be Present: Steve Powell and Jim Weiss Mayor Barbara Tolbert called the meeting to order at 7:00 p.m. and the pledge of allegiance followed. APPROVAL OF THE AGENDA Councilmember Nelson moved to approve the Agenda. Councilmember Weiss seconded the motion which passed with a unanimous vote. INTRODUCTIONS OF SPECIAL GUESTS AND PRESENTATIONS None. PROCLAMATIONS None. PUBLIC COMMENT None. CONSENT AGENDA Councilmember Nelson moved and Councilmember Weiss seconded the motion to approve the Consent Agenda which was unanimously carried to approve the following Consent Agenda items: 1. Minutes of the August 1 and August 8, 2016 Council Meetings 2. Accounts Payable: EFT Payments & Claims Checks #88113 through #88216 dated August 2, 2016 through August 15, 2016 for $1,533,169.87. EFT Payments and Payroll Checks #29021 through #29038 dated July 1, 2016 through July 31, 2016 for $1,269,006.57. EFT Payments & Claims Checks #88734 through #88849 dated June 21, 2016 through July 5, 2016 for $366,769.48. EFT Payments and Payroll Checks #29001 through #29020 dated June 1, 2016 through June 30, 2016 for $1,320.554.25. PUBLIC HEARING None. NEW BUSINESS Minutes of the Arlington Cit Council Meetin Minutes of the City of Arlington City Council Meeting August 15, 2016 Page 2 of 2 Renewal of Snohomish County Regional Drug and Gang Taskforce Interlocal Agreement Police Chief Jonathan Ventura requested Council approve the renewal of the Interlocal agreement with Snohomish County Regional Drug and Gang Taskforce. Councilmember Stickles moved and Councilmember Nelson seconded the motion to approve the renewal of the Snohomish Regional Drug & Gang Task Force (SRDGTF) Interlocal Agreement for 2016-2017 and authorize the Mayor to sign the agreement. The motion was approved by a unanimous vote. Surplus of Spartan Fire Engine Fire Chief Bruce Stedman requested Council adopt the Resolution declaring the 1998 Spartan Fire Engine as surplus. Councilmember Stickles moved and Councilmember Nelson seconded the motion to approve the resolution declaring the 1998 Spartan Fire Engine as surplus, and authorize the Mayor to sign the resolution. The motion was approved by a unanimous vote. ADMINISTRATOR & STAFF REPORTS None. COUNCIL MEMBER REPORTS Councilmembers Stickles, Nelson, and Schuette gave brief reports while Councilmember Weiss had nothing to report at this time. MAYOR’S REPORT Mayor Tolbert made Council aware that through the ABC competition, a consultant has been hired to help businesses in downtown Arlington and Darrington with merchandising strategies. The consultant will be here August 25-28, 2016. EXECUTIVE SESSION None. ADJOURNMENT With no further business to come before the Council, the meeting was adjourned at 7:08 p.m. ____________________________ Barbara Tolbert, Mayor DRAFT Page 1 of 1 Council Chambers 110 East Third Street August 22, 2016 Councilmembers Present: Mike Hopson, Jan Schuette, Debora Nelson, Sue Weiss, Jesica Stickles, and Marilyn Oertle Council Members Absent: Chris Raezer (excused) Staff Present: Mayor Barbara Tolbert, Paul Ellis, Kristin Banfield, Kristin Garcia, Sheri Amundson, Heather Logan, Bruce Stedman, Chris Young, Kris Wallace, Monica Schlagel, Debbie Strotz, Linda Taylor, Jonathan Ventura, Wendy Van Der Meersche, and City Attorney Steve Peiffle. Also Known to be Present: Sarah Arney, Bob Nelson, Holly Sloane-Buchanan, Jeff Ketchel, and Peter Mayer. Mayor Tolbert called the meeting to order at 7:00 p.m. and the pledge of allegiance followed. Mayor Pro Tem Debora Nelson moved to approve the agenda; Marilyn Oertle seconded the motion, which passed with a unanimous vote. Introduction of Special Guests and Presentations Jeff Ketchel, Environmental Health Director and Peter Mayer, Deputy Director and Chief Operating Officer from Snohomish County Health District presented information by PowerPoint and distributed handouts regarding a per capita funding request. Council questions and discussion followed. WORKSHOP ITEMS – NO ACTION WAS TAKEN July 2016 Financial Report Finance Director Kristin Garcia reviewed the July 2016 Financial Report. Discussion followed with Kristin answering council questions. 2017-2018 Budget Discussion Kristin Garcia spoke regarding the 2017-2018 biennial budget. Discussion followed with Kristin answering questions. Miscellaneous Council Items Mayor Tolbert spoke regarding an invitation she, councilmembers and staff received for the new Tractor Supply Store launch party August 26. Also, she showed the Vision 2040 award the City received for the Stillaguamish Valley River Economic Redevelopment Plan from Puget Sound Regional Council (PSRC). Public Comment None Executive Session None The meeting was adjourned at 8:05 p.m. ____________________________ Barbara Tolbert, Mayor Minutes of the Arlington City Council Workshop DRAFT Page 1 of 2 Council Chambers 110 East Third Street September 12, 2016 Councilmembers Present: Mike Hopson, Jan Schuette, Chris Raezer, Sue Weiss, Jesica Stickles, and Marilyn Oertle. Staff Present: Mayor Barbara Tolbert, Paul Ellis, Kristin Banfield, Kristin Garcia, Sheri Amundson, Chris Young, Bill Blake, Sarah Lopez, Jonathan Ventura, Deana Dean, and City Attorney Steve Peiffle. Council Members Absent: Debora Nelson Also Known to be Present: Holly Sloan-Buchanan, Craig Chambers, Kirk Boxleitner, and Sarah Arney. Mayor Barbara Tolbert called the meeting to order at 7:00 p.m. and the pledge of allegiance followed. Councilmember Raezer moved to approve the agenda. Councilmember Oertle seconded the motion, which passed with a unanimous vote. Craig Chambers from Stanwood Camano YMCA spoke regarding the grand opening of their new Stanwood Camano YMCA facility. Council comments followed. WORKSHOP ITEMS ~ NO ACTION WAS TAKEN Budget Discussion Finance Director Kristin Garcia provided, by PowerPoint presentation, an overview of general fund expense categories and basic assumptions used in preliminary projections. Brief discussion followed. Lodging Tax Advisory Commission Appointments Kristin Garcia spoke to the request to appoint Matthew Rosenthal and Thomas So to the lodging tax committee and Jesica Stickles as chair of the committee. Amendment to Arlington Municipal Code (AMC) Chapter 2.52 Regarding Planning Commission Membership Community & Economic Development Director Chris Young spoke to the request to amend the AMC regarding the City’s Planning Commission membership from seven members to five members. Brief discussion followed. Recreation Tourism Grant Applications Recreation and Communications Manager Sarah Lopez spoke to the request for authorization to apply for three grant expenditures from the Hotel Motel Tax Fund in the amount of $19,100. The three requests include: 1) Olympic Avenue Sound System Phase II $6,000; 2) Arlington Eagle Festival $5,200; and 3) Summer Outdoor Entertainment Series $7,900. Council questions and comments followed. Urban Forestry Restoration Agreement Stormwater Utility Supervisor and Natural Resources Manager Bill Blake spoke to opportunity for Arlington to receive two months of labor from the DNR Forestry Crew for a proposed tree project. The Minutes of the Arlington City Council Workshop Minutes of the City of Arlington City Council Workshop DRAFT September 12, 2016 Page 2 of 2 crew is limited to work on tree maintenance and tree installation projects that enhance urban forestry conditions. Council questions and comments followed. Council authorized this item be on next week’s consent agenda. Contract award for Prairie Creek Stabilization Bill Blake spoke to Prairie Creek Stabilization project which was advertised for bid. Environmental Remediation Resources Group Inc. is the apparent low bidder with a bid of $49,577.00. The project is budgeted in the 2016 Stormwater CIP budget. Council will be asked to award the bid to Environmental Remediation Resources Group Inc. at next week’s council meeting. Council authorized this item be on next week’s consent agenda. Station 48 Two-Year Lease Agreement City Administrator Paul Ellis spoke to the request to renew the lease for the continued location of Station 48 in Smokey Point for a period of two years. Council comments and questions followed. Council authorized this item be on next week’s consent agenda. Miscellaneous Council Items None. Public Comment None. Executive Session None. Adjournment The meeting was adjourned at 7:36 p.m. ____________________________ Barbara Tolbert, Mayor City of Arlington Council Agenda Bill Item: CA #3 Attachment B COUNCIL MEETING DATE: September 19, 2016 SUBJECT: Department of Natural Resources (DNR) Inter-Agency Agreement ATTACHMENTS: DRAFT Inter-Agency Agreement DEPARTMENT OF ORIGIN Public Works – Bill Blake EXPENDITURES REQUESTED: None BUDGET CATEGORY: N/A LEGAL REVIEW: DESCRIPTION: The City of Arlington has the opportunity to receive two months of labor from the DNR Forestry Crew, the attached agreement outlines the conditions and proposed tree project locations in the City. The crew is limited to work on tree maintenance and tree installation projects that enhance urban forestry conditions. HISTORY: The City of Arlington was designated a “Tree City” in 2003. Since that time the City has held annual Arbor Day celebrations, and planted thousands of trees in the parks, wetlands and stream buffers. As a Tree City we qualify for one-month of the DNR Tree crew services at no cost to the City which is equivalent to $20,000, this can be put towards our annual Tree City $2.00 per capita requirement to be spent on urban forestry management. An additional month will be provided in exchange for letting the DNR Crew stage their truck at the Utility Plant for the period Oct 2016 through Oct 2017. The City will be responsible to haul off of any trimmed branches, pay for any new trees planted, and implement a three year monitoring plan. ALTERNATIVES Authorize Inter-A enc A reement No Action RECOMMENDED MOTION: I move to authorize the mayor to sign the Inter-Agency Agreement with the Department of Natural Resources for two months of a tree crew’s labor, pending final review by the City Attorney. DRA F T 1 of 9 Agreement No. CA XX_[jurisdiction] COOPERATIVE AGREEMENT WITH [JURISDICTION]CITY OF ARLINGTON Agreement No. CA ____ This Agreement is between the [jurisdictionCity of Arlington], referred to as the [City/County], and the Washington State Department of Natural Resources Urban and Community Forestry Program, referred to as DNR. DNR is under authority of RCW Chapter 43.30 of Washington State, Department of Natural Resources. DNR and the [City/County] enter into this agreement under Chapter 39.34, Interlocal Cooperation Act. The purpose of this Agreement is to provide a Puget SoundCorps (SoundCorps) crew for urban forestry maintenance and restoration tasks in the [City/County]. SoundCorps is part of the broader Washington Conservation Corps/AmeriCorps program administered by Washington State Dept. of Ecology. SoundCorps crews work on projects that help restore and protect water quality in Puget Sound. IT IS MUTUALLY AGREED THAT: 1.01 Statement of Work. DNR shall furnish SoundCorps crews and the [City/County] shall provide all materials and services pertinent to performing work set forth in the Attachment A – Statement of Work. 2.01 Period of Performance. The period of performance of this Agreement shall be October 1, 2016, to June 30, 2020, unless terminated sooner as provided herein. 3.01 Payment. No money is being exchanged via this agreement. 6.01 Rights to Data. Unless otherwise agreed, data originating from this Agreement shall be ‘works for hire’ as defined by the U.S. Copyright Act of 1976 and shall be equally owned by DNR and the [City/County]. Data shall include, but not be limited to, reports, documents, DRA F T 2 of 9 Agreement No. CA XX_[jurisdiction] pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions. Ownership includes the right to use, copyright, patent, register and the ability to transfer these rights. 7.01 Independent Capacity. The employees or agents of each party who are engaged in performing this agreement shall continue to be employees or agents of that party and shall not be considered for any purpose to be employees or agents of the other party. 8.01 Amendments. This Agreement may be amended by mutual agreement of the parties. Amendments shall be in writing and signed by personnel authorized to bind each of the parties. 9.01 Termination for Convenience. Either party may terminate this Agreement by giving the other party 30 days prior written notice. If this Agreement is terminated, no further crew time shall be allocated to the [City/County] during the current project year. 10.01 Termination for Cause. If for any cause either party does not fulfill in a timely and proper manner its obligations under this Agreement, or if either party violates any of the terms and conditions, the aggrieved party will give the other party written notice of the failure or violation. The aggrieved party will give the other party 5 working days to correct the violation or failure. If the failure or violation is not corrected within 5 days, the aggrieved party may immediately terminate this Agreement by notifying the other party in writing. 11.01 Disputes. If a dispute arises, a dispute board shall resolve the dispute like this: Each party to this agreement shall appoint a member to the dispute board. These board members shall jointly appoint an additional member to the dispute board. The dispute board shall evaluate the facts, contract terms, applicable statutes and rules, then determine a resolution. The dispute board’s determination shall be final and binding on the parties. As an alternative to the dispute board, either of the parties may request intervention by the Governor, as provided by RCW 43.17.330. In this case, the Governor’s process will control the dispute resolution. 12.01 Governance. This contract is entered into the authority granted by the laws of the State of Washington and any applicable federal laws. The provisions of this agreement shall be construed to conform to those laws. If there is an inconsistency in the terms of this Agreement, or between its terms and any applicable statute or rule, the inconsistency shall be resolved by giving precedence in the following order: (1) Applicable State and federal statutes and rules; (2) Attachment A – Statement of Work; and (3) Any other provisions of the agreement, including materials incorporated by reference. 13.01 Assignment. The work to be provided under this Agreement and any claim arising from this agreement can not be assigned or delegated in whole or in part by either party, without the express prior written consent of the other party. Neither party shall unreasonably withhold consent. DRA F T 3 of 9 Agreement No. CA XX_[jurisdiction] 14.01. Waiver. A party that fails to exercise its rights under this agreement is not precluded from subsequently exercising its rights. A party’s rights may only be waived through a written amendment to his agreement. 15.01 Severability. The provisions of this agreement are severable. If any provision of this Agreement or any provision of any document incorporated by reference should be held invalid, the other provisions of this Agreement without the invalid provision remain valid. 16.01 General Insurance At all times during the term of this Agreement, the [City/County] shall, at its cost and expense, buy and maintain insurance of the types and amounts listed below. Failure to buy and maintain the required insurance may result in the termination of the agreement at DNR's option. All insurance shall be issued by companies admitted to do business in the State of Washington and have a rating of A-, Class VII or better in the most recently published edition of Best’s Reports unless otherwise approved by DNR. Any exception must be reviewed and approved by the DNR Risk Manager or in the absence of, the DNR Contracts Specialist, before the agreement is accepted. If an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and 284-15 WAC. Before starting work, the [City/County] shall furnish DNR, with a certificate(s) of insurance, executed by a duly authorized representative of each insurer, showing compliance with the insurance requirements. The [City/County] shall include all subcontractors as insureds under all required insurance policies, or shall furnish separate certificates of insurance and endorsements for each subcontractor. Subcontractor(s) must comply fully with all insurance requirements stated herein. Failure of subcontractor(s) to comply with insurance requirements does not limit the [City/County]'s liability or responsibility. Said certificate(s) shall contain the Agreement number «GrantNumber», name of DNR Project Manager, a description, and include the State of Washington, DNR, its elected and appointed officials, agents, and employees as additional insured on all general liability, excess, umbrella and property insurance policies. All insurance provided in compliance with this agreement shall be primary as to any other insurance or self-insurance programs afforded to or maintained by DNR. The [City/County] waives all rights against DNR for recovery of damages to the extent these damages are covered by general liability or umbrella insurance maintained pursuant to this Agreement. DNR shall be provided written notice before cancellation or non-renewal of any insurance referred to therein, in accord with the following specifications. (1). Insurers subject to Chapter 48.18 RCW (Admitted and Regulated by the Insurance Commissioner): The insurer shall give DNR 45 days advance notice of cancellation or non-renewal. If cancellation is due to nonpayment of premium, the DNR shall be given 10 days advance notice of cancellation. (2). Insurers subject to Chapter 48.15 RCW (Surplus lines): DNR shall be given 20 days advance notice of cancellation. If cancellation is due to nonpayment of DRA F T 4 of 9 Agreement No. CA XX_[jurisdiction] premium, DNR shall be given 10 days advance notice of cancellation. In lieu of the coverages required under this section, DNR at its sole discretion may accept evidence of self-insurance by the [City/County], provided the latter provides the following: The [City/County] shall provide a statement by a CPA or actuary, satisfactory to DNR that demonstrates the [City/County]’s financial condition is satisfactory to self-insure any of the required insurance coverages. DNR may require the [City/County] to provide the above from time to time to ensure the [City/County]’s continuing ability to self-insure. If at any time the [City/County] does not satisfy the self-insurance requirement, the [City/County] shall immediately purchase insurance as set forth under this section. By requiring insurance herein, DNR does not represent that coverage and limits will be adequate to protect the [City/County] and such coverage and limits shall not limit the [City/County]’s liability under the indemnities and reimbursements granted to DNR in this Agreement. The limits of insurance, which may be increased by DNR, as deemed necessary, shall not be less than as follows: (1) Commercial General Liability (CGL) Insurance: Agency shall maintain general liability (CGL) insurance, and, if deemed necessary as determined by DNR, commercial umbrella insurance with a limit of not less than $1,000,000 per each occurrence and $2,000,000 for a general aggregate limit. The products-completed operations aggregate limit shall be $2,000,000. CGL insurance shall be written on ISO occurrence form CG 00 01 (or substitute form providing equivalent coverage). All insurance shall cover liability arising out of premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract), and contain separation of insured’s (cross liability) conditions. (2) Employers Liability (Stop Gap) Insurance: If the [City/County] shall use employees to perform this contract, the [City/County] shall buy employers liability insurance, and, if deemed necessary as determined by DNR, commercial umbrella liability insurance with limits not less than $1,000,000 each accident for bodily injury by accident or $1,000,000 each employee for bodily injury by disease. (3) Business Auto Policy (BAP) Insurance: The [City/County] shall maintain business auto liability and, if deemed necessary as determined by DNR, commercial umbrella liability insurance with a limit not less than $1,000,000 per accident. DRA F T 5 of 9 Agreement No. CA XX_[jurisdiction] Such insurance shall cover liability arising out of “any Auto”. Business auto coverage shall be written on ISO form CA 00 01, or substitute liability form providing equivalent coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage and cover a “covered pollution cost or expense” as provided in the 1990 or later editions of CA 00 01. The [City/County] waives all rights against DNR for the recovery of damages to the extent they are covered by business auto liability or commercial umbrella liability insurance. (4) Workers' Compensation Insurance: The [City/County] shall comply with all State of Washington workers compensation statutes and regulations. Workers' compensation coverage shall be provided for all employees of the [City/County] and employees of any subcontractor or sub-subcontractor. Coverage shall include bodily injury (including death) by accident or disease, which arises out of or in connection with the performance of this agreement. Except as prohibited by law, the [City/County] waives all rights of subrogation against DNR for recovery of damages to the extent they are covered by workers' compensation, employer's liability, commercial general liability or commercial umbrella liability insurance. The [City/County] shall indemnify DNR for all claims arising out of the [City/County]'s, its subcontractor’s, or sub-subcontractor's failure to comply with any State of Washington worker's compensation laws where DNR incurs fines or is required by law to provide benefits to or obtain coverage for such employees. Indemnity shall include all fines, payment of benefits to the [City/County] or subcontractor employees, or their heirs or legal representatives, and the cost of effecting coverage on behalf of such employees. Any amount owed to DNR by the [City/County] pursuant to the indemnity may be deducted from any payments owed by DNR to the [City/County] for performance of this Agreement. 17.01 Indemnification. To the fullest extent permitted by law, the [City/County] shall indemnify, defend and hold harmless DNR, its officials, agents and employees, from and against all claims arising out of or resulting from the performance of the Agreement. “Claim” as used in this agreement means any financial loss, claim, suit, action, damage, or expense, including but not limited to attorneys’ fees, attributable for bodily injury, sickness, disease or death, or injury to or destruction of tangible property including loss of use resulting therefrom. The [City’s/County’s] obligation to indemnify, defend, and hold harmless includes any claim by the [City’s/County’s] agents, employees, representatives, or any subcontractor or its employees. The [City/County] expressly agrees to indemnify, defend, and hold harmless DNR for any claim arising out of or incident to the [City’s/County’s] or any subcontractor’s performances or failure to perform the Agreement. The [City’s/County’s] obligation to indemnify, defend, and hold harmless DNR shall not be eliminated or reduced by any actual or alleged concurrent negligence of DNR or its agents, agencies, employees and officials. The [City/County] waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless DNR and its agencies, officials, agents or employees. DRA F T 6 of 9 Agreement No. CA XX_[jurisdiction] 18.01 Complete Agreement in Writing. This Agreement contains all the terms and conditions agreed upon by the parties. No other understanding, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties. 19.01 Contract Management. The Project Coordinator for each of the parties shall be the contact person for this agreement. All communications and billings will be sent to the project coordinator. 20.01 Project Coordinators. (1) The Project Coordinator for the [City/County] is __Bill Blake______________, Telephone Number (_360__) 403___-_3440___. (2) The Project Coordinator for DNR is Micki McNaughton, Telephone Number (360) 902-1637. DRA F T 7 of 9 Agreement No. CA XX_[jurisdiction] By signature below, the Agencies certify that the individuals listed in this document, as representatives of the Agencies, are authorized to act in their respective areas for matters related to this instrument. IN WITNESS WHEREOF, the parties have executed this Agreement. [CITY/COUNTY]OF ARLINGTON STATE OF WASHINGTON DEPARTMENT OF NATURAL RESOURCES Signature Date Signature Date Name Name Title Title Address Address Telephone Telephone DRA F T 8 of 9 Agreement No. CA XX_[jurisdiction] Attachment A STATEMENT OF WORK DNR provides the services of the SoundCorps crew in exchange for the [City’s/County’s] matching commitment to the project as described herein below. Local projects must be on public property, and work performed by the crews may not replace workers already in place or contracted. DNR will provide the following to the [City/County] for projects that receive one two months of crew assistance under the Urban Forest Restoration Project between October 1, 2016 and June September 30, 2017:  Template for media release to assist in building public awareness of crew work.  Puget SoundCorps crew time to perform urban forestry maintenance and restoration tasks as outlined below: o [List project sites per jurisdiction’s application] o Other sites and/or locations as agreed by the [City’s/County’s] Project Coordinator and the DNR Project Coordinator. Tasks and activities assigned must pertain to restoring the ecological health and functionality of the urban forest on the site or location.  Report that includes a description of the project and the work accomplished.  Template for three-year management plan.  Template for annual monitoring report. The [City/County]City of Arlington commits to the following in consideration for the services of the DNR-sponsored crew:  Post media releases in advance of and/or during the crew’s time with the [City/County].  Acquire any permits necessary for project work.  Dispose of materials removed during project activities (English ivy vines, blackberry canes, trash, etc.).  Provide any and all materials required for project completion (plants, mulch, herbicide, staking materials, etc.).  Provide traffic control, including traffic control plan, barriers, cones, flagging materials, etc. as necessary to ensure the safety of the crew and public.  The [City/County] is responsible for the maintenance and repair of any equipment provided by the [City/County] and used by the SoundCorps crew under the direction of [City/County] staff. o Dept. of Ecology (SoundCorps crews) is responsible for the maintenance and repair of any equipment provided by SoundCorps and/or Ecology.  Develop and implement a three-year maintenance and monitoring plan for the project site within 60 days of receiving the DNR Report of the crew’s work. DRA F T 9 of 9 Agreement No. CA XX_[jurisdiction]  Report monitoring results to the DNR Urban and Community Forestry Program annually for three years beginning the year after the crew’s work per the approved three-year maintenance and monitoring plan. Final Annual Monitoring Report for work performed under this agreement will be due no later than June 30, 2020.  Provide a parking location for the DNR Crew Work Truck in the Public Works Utility Yard for the period beginning October 1, 2016 and ending September 30, 2017. Though the Public Works Utility Yard is fenced and equipped with security cameras, the City of Arlington does not warrant the safety or security of the DNR Crew Work Truck and is not responsible for any damage or vandalism that may occur.  Provide the DNR Crew Supervisor with a remote control gate actuator for access for the Public Works Utility Yard gate and with keys to the Stormwater Utility storage building.  Provide WiFi access to the Crew Supervisor in the Public Works Administration building lobby. City of Arlington Council Agenda Bill Item: CA #4 Attachment C COUNCIL MEETING DATE: September 19, 2016 SUBJECT: Award of Contract for the Prairie Creek Stabilization Project ATTACHMENTS: Environmental Remediation Resources Group Inc. Bid DEPARTMENT OF ORIGIN Public Works – Bill Blake EXPENDITURES REQUESTED: $ 49,577 (Apparent Low Bid) BUDGET CATEGORY: Stormwater Capital Funds (409) LEGAL REVIEW: DESCRIPTION: The 2016 Prairie Creek Stabilization Project was recently advertised for bid on the MRSC Small Works Roster; bids were opened on August 19, 2016 with only one bid being received. HISTORY: The section of Prairie Creek that passes through the Jensen Business Park area has been challenged with excess sediment filling culverts and the stream channel. The source of the sediment is from erosion in the upper reach of Prairie Creek. The channel slope in the upper reach of Prairie Creek is very steep causing high velocity stream flow and erosion. The eroded sediment settles out downstream choking Prairie Creek flow which will lead to future flooding if not controlled. This project is listed in the City’s Stormwater Comprehensive Plan. The City applied for and received a HPA permit from the Department of Ecology, per the permit all in-stream work must be completed by Sep 30th (Fish Window). The project was advertised for bid and Environmental Remediation Resources Group Inc. is the apparent low bidder with a bid of $49,577.00. The project is budgeted in the 2016 Stormwater CIP budget. ALTERNATIVES Reject bid, re-advertise the project Remand to staff for further evaluation RECOMMENDED MOTION: I move to award the 2016 Prairie Creek Stabilization Project to Environmental Remediation Resources Group Inc. and authorize the Mayor to sign the Construction Contract, pending final review by the City Attorney. PROFESSIONAL SERVICES PAGE 1 AGREEMENT PROFESSIONAL SERVICES AGREEMENT PRAIRIE CREEK STABILIZATION PROJECT, P02.409 THIS AGREEMENT, is made and entered into in duplicate this____ day of September, 2016, by and between the CITY OF ARLINGTON, a Washington municipal corporation, hereinafter referred to as the "CITY" and, Engineering Remediation Resources Group Inc., hereinafter referred to as the "SERVICE PROVIDER." RECITALS: WHEREAS, the CITY desires to have certain Prairie Creek Stabilization services and/or tasks performed as set forth below requiring specialized skills and other supportive capabilities; and WHEREAS, sufficient CITY resources are not available to provide such services; and WHEREAS, the SERVICE PROVIDER represents that the SERVICE PROVIDER is qualified and possesses sufficient skills and the necessary capabilities, including technical and professional expertise, where required, to perform the services and/or tasks set forth in this Agreement. NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, the parties hereto agree as follows: 1. Scope of Services. The SERVICE PROVIDER shall perform such services and accomplish such tasks, including the furnishing of all materials and equipment necessary for full performance thereof, as are identified and designated as SERVICE PROVIDER responsibilities throughout this Agreement and as detailed in Exhibit "A" Proposal for Prairie Creek Stabilization project attached hereto and incorporated herein (the "Project"). 2. Term. The Project shall begin upon full execution of this agreement and shall be completed no later than, six months following agreement execution, unless sooner terminated according to the provisions herein. 3. Compensation and Method of Payment. 3.1 Payments for services provided hereunder shall be made following the performance of such services, unless otherwise permitted by law and approved in writing by the CITY. 3.2 No payment shall be made for any service rendered by the SERVICE PROVIDER except for services identified and set forth in this Agreement. PROFESSIONAL SERVICES PAGE 2 AGREEMENT 3.3 The CITY shall pay the SERVICE PROVIDER for work performed under this Agreement as follows: SERVICE PROVIDER shall submit monthly invoices detailing work performed and expenses for which reimbursement is sought. CITY shall approve all invoices before payment is issued. Payment shall occur within thirty (30) days of receipt and approval of an invoice. 3.4 City shall pay SERVICE PROVIDER for such services: (check one) Hourly: $ __________ per hour, plus actual expenses, but not to exceed a total of $___________ without an amendment to the contract. Fixed Sum: A total amount of $ 49,577.00 . in accordance with project Request for Bid and project proposal form included in Exhibit A. Other: for all work performed and expenses incurred under this Contract. 4. Reports And Inspections. 4.1 The SERVICE PROVIDER at such times and in such forms as the CITY may require, shall furnish to the CITY such statements, records, reports, data, and information as the CITY may request pertaining to matters covered by this Agreement. 4.2 The SERVICE PROVIDER shall at any time during normal business hours and as often as the CITY or State Auditor may deem necessary, make available for examination all of its records and data with respect to all matters covered, directly or indirectly, by this Agreement and shall permit the CITY or its designated authorized representative to audit and inspect other data relating to all matters covered by this Agreement. The CITY shall receive a copy of all audit reports made by the agency or firm as to the SERVICE PROVIDER'S activities. The CITY may, at its discretion, conduct an audit at its expense, using its own or outside auditors, of the SERVICE PROVIDER'S activities which relate, directly or indirectly, to this Agreement. 5. Independent Contractor Relationship. 5.1 The parties intend that an independent SERVICE PROVIDER/CITY relationship will be created by this Agreement. The CITY is interested primarily in the results to be achieved; subject to paragraphs herein, the implementation of services will lie solely with the discretion of the SERVICE PROVIDER. No agent, employee, servant or representative of the SERVICE PROVIDER shall be deemed to be an employee, agent, servant or representative of the CITY for any purpose, and the employees of the SERVICE PROVIDER are not entitled to any of the benefits the CITY provides for its employees. The SERVICE PROVIDER will be solely and entirely responsible for its acts and for the acts of its agents, employees, servants, subcontractors or representatives during the performance of this Agreement. 5.2 In the performance of the services herein contemplated the SERVICE PROVIDER is an independent contractor with the authority to control and direct the performance of the details of the work, however, the results of the work contemplated herein must meet the approval of the CITY and shall be subject to the CITY'S general rights of inspection and review to secure the satisfactory completion thereof. 6. Service Provider Employees/agents The CITY may at its sole discretion require the SERVICE PROVIDER to remove any employee, agent or servant from employment on this Project. The SERVICE PROVIDER may however employ that (those) individual(s) on other non-CITY related projects. 7. Hold Harmless/Indemnification. 7.1 Consultant shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. 7.2 No liability shall attach to the CITY by reason of entering into this Agreement except as expressly provided herein. 8. Insurance. The SERVICE PROVIDER shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the SERVICE PROVIDER, its agents, representatives, or employees. 8.1 Minimum Scope of Insurance. SERVICE PROVIDER shall obtain insurance of the types described below: a. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. b. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. The City shall be named as an insured under the SERVICE PROVIDER's Commercial General Liability insurance policy with respect to the work performed for the City. c. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. d. Professional Liability insurance appropriate to the SERVICE PROVIDER's profession. 8.2 Minimum Amounts of Insurance. SERVICE PROVIDER shall maintain the following insurance limits: a. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. b. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. c. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. 8.3 Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability, Professional Liability and Commercial General Liability insurance: a. The SERVICE PROVIDER's insurance coverage 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 SERVICE PROVIDER's insurance and shall not contribute with it. b. The SERVICE PROVIDER's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 8.4 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. 8.5 Verification of Coverage. SERVICE PROVIDER 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 SERVICE PROVIDER before commencement of the work. 9. Treatment of Assets. Title to all property furnished by the CITY shall remain in the name of the CITY and the CITY shall become the owner of the work product and other documents, if any, prepared by the SERVICE PROVIDER pursuant to this Agreement. 10. Compliance with Laws. 10.1 The SERVICE PROVIDER, in the performance of this Agreement, shall comply with all applicable federal, state or local laws and ordinances, including regulations for licensing, certification and operation of facilities, programs and accreditation, and licensing of individuals, and any other standards or criteria as described in this Agreement to assure quality of services. 10.2 The SERVICE PROVIDER specifically agrees to pay any applicable business and occupation (B & O) taxes which may be due on account of this Agreement. 11. Nondiscrimination. 11.1 The CITY is an equal opportunity employer. 11.2 Nondiscrimination in Employment. In the performance of this Agreement, the SERVICE PROVIDER will not discriminate against any employee or applicant for employment on the grounds of race, creed, color, national origin, sex, marital status, age or the presence of any sensory, mental or physical handicap; provided that the prohibition against discrimination in employment because of handicap shall not apply if the particular disability prevents the proper performance of the particular worker involved. The SERVICE PROVIDER shall ensure that applicants are employed, and that employees are treated during employment without discrimination because of their race, creed, color, national origin, sex, marital status, age or the presence of any sensory, mental or physical handicap. Such action shall include, but not be limited to: employment, upgrading, demotion or transfers, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and programs for training including apprenticeships. The SERVICE PROVIDER shall take such action with respect to this Agreement as may be required to ensure full compliance with local, state and federal laws prohibiting discrimination in employment. 11.3 Nondiscrimination in Services. The SERVICE PROVIDER will not discriminate against any recipient of any services or benefits provided for in this Agreement on the grounds of race, creed, color, national origin, sex, marital status, age or the presence of any sensory, mental or physical handicap. 11.4 If any assignment and/or subcontracting has been authorized by the CITY, said assignment or subcontract shall include appropriate safeguards against discrimination. The SERVICE PROVIDER shall take such action as may be required to ensure full compliance with the provisions in the immediately preceding paragraphs herein. 12. Assignment/subcontracting. 12.1 The SERVICE PROVIDER shall not assign its performance under this Agreement or any portion of this Agreement without the written consent of the CITY, and it is further agreed that said consent must be sought in writing by the SERVICE PROVIDER not less than thirty (30) days prior to the date of any proposed assignment. The CITY reserves the right to reject without cause any such assignment. 12.2 Any work or services assigned hereunder shall be subject to each provision of this Agreement and proper bidding procedures where applicable as set forth in local, state and/or federal statutes, ordinances and guidelines. 12.3 Any technical/professional service subcontract not listed in this Agreement, must have express advance approval by the CITY. 13. Changes. Either party may request changes to the scope of services and performance to be provided hereunder, however, no change or addition to this Agreement shall be valid or binding upon either party unless such change or addition be in writing and signed by both parties. Such amendments shall be attached to and made part of this Agreement. 14. Maintenance and Inspection of Records. 14.1 The SERVICE PROVIDER shall maintain books, records and documents, which sufficiently and properly reflect all direct and indirect costs related to the performance of this Agreement and shall maintain such accounting procedures and practices as may be necessary to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject at all reasonable times to inspection, review, or audit, by the CITY, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 14.2 The SERVICE PROVIDER shall retain all books, records, documents and other material relevant to this agreement, for six (6) years after its expiration. The SERVICE PROVIDER agrees that the CITY or its designee shall have full access and right to examine any of said materials at all reasonable times during said period. 15. Other Provisions. If changes in state law necessitate that services hereunder be expanded, the parties shall negotiate an appropriate amendment. If after thirty (30) days of negotiation, agreement can not be reached, this Agreement may be terminated by the City no sooner than sixty (60) days thereafter. 16. Termination. 16.1 Termination for Convenience. The CITY may terminate this Agreement, in whole or in part, at any time, by at least five (5) days written notice to the SERVICE PROVIDER. 16.2 Termination for Cause. If the SERVICE PROVIDER fails to perform in the manner called for in this Agreement, or if the SERVICE PROVIDER fails to comply with any other provisions of the Agreement and fails to correct such noncompliance within five (5) days written notice thereof, the CITY may terminate this Agreement for cause. Termination shall be effected by serving a notice of termination on the SERVICE PROVIDER setting forth the manner in which the SERVICE PROVIDER is in default. The SERVICE PROVIDER will only be paid for services performed in accordance with the manner of performance set forth in this Agreement. 17. Notice. Notice provided for in this Agreement shall be sent by certified mail to the addresses designated for the parties on the last page of this Agreement. 18. Attorneys Fees and Costs. If any legal proceeding is brought for the enforcement of this Agreement, or because of a dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party shall be entitled to recover from the other party, in addition to any other relief to which such party may be entitled, reasonable attorney's fees and other costs incurred in that action or proceeding. 19. Jurisdiction and Venue. 19.1 This Agreement has been and shall be construed as having been made and delivered within the State of Washington, and it is agreed by each party hereto that this Agreement shall be governed by laws of the State of Washington, both as to interpretation and performance. 19.2 Any action of law, suit in equity, or judicial proceeding for the enforcement of this Agreement or any provisions thereof, shall be instituted and maintained only in any of the courts of competent jurisdiction in Snohomish County, Washington. 20. Severability. 20.1 If, for any reason, any part, term or provision of this Agreement is held by a court of the United States to be illegal, void or unenforceable, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. 20.2 If it should appear that any provision hereof is in conflict with any statutory provision of the State of Washington, said provision which may conflict therewith shall be deemed inoperative and null and void insofar as it may be in conflict therewith, and shall be deemed modified to conform to such statutory provisions. 21. Entire Agreement. The parties agree that this Agreement is the complete expression of the terms hereto and any oral representations or understandings not incorporated herein are excluded. Further, any modification of this Agreement shall be in writing and signed by both parties. Failure to comply with any of the provisions stated herein shall constitute material breach of contract and cause for termination. Both parties recognize time is of the essence in the performance of the provisions of this Agreement. It is also agreed by the parties that the forgiveness of the nonperformance of any provision of this Agreement does not constitute a waiver of the provisions of this Agreement. IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed the day and year first hereinabove written. CITY: SERVICE PROVIDER: CITY OF ARLINGTON Barbara Tolbert, Mayor Attest: Kristin Banfield, City Clerk 1.0 REQUEST FOR BID The City of Arlington is issuing this Request for BID (Project PO2-409) from qualified contracting firms for the installation of instream habitat structures to reduce erosion that is occurring in a specific reach of Prairie Creek. The firm with the successful bid (CONTRACTOR) shall perform this work during established City of Arlington working days and times; Monday-Friday, 7:00 am to 7:00 pm, excluding City recognized holidays. Though not a requirement, bidders are encouraged to register with the Project Administrator, Linda Taylor at 360-403-3526, so they can be apprised of any Request for Bid addendums. 2.0 PRE-BID CONFERENCE A non-mandatory pre-bid conference will take place at the City of Arlington Public Works Administration building on August 16, 2016 at 9:00 AM. The meeting will start at the PW Admin building and then proceed to the project site. The PW Administration building is located at 154 West Cox Ave, Arlington WA. 98223. 3.0 SCOPE OF WORK BACKGROUND – In the 1980’s a small tributary to the Quilceda basin was diverted north into the Portage Creek basin. This diverted stream flow now is now identified as the west branch of Prairie Creek and is estimated to have doubled the amount of flow traveling down the mainstem Prairie Creek. The increased stream flow and lack of naturally occurring stream channel armor has caused significant down cutting and erosion of the stream channel. Eroded sediment is deposited in lower reaches of Prairie Creek causing reduced creek floe capacity and degrading salmonid habitat. The City of Arlington applied for and received permits from the US Army Corps of Engineers (USACOE) and Washington State Department of Fish and Wildlife (WDFW), copies of these permits condition how the work is to be performed and are included in Attachment 3. The Contractor is responsible for complying with all conditions of the permits. CONTRACTOR shall: 3-1. This project is being bid as a Lump Sum project, the bid amount on the Proposal Form will include all costs for completing the work detailed in this Scope of Work. 3-2. Prior to starting work CONTRACTOR shall prepare and submit to the City for approval a work plan detailing proposed method for all work including: coffer dam construction, stream flow bypass and flow restoration, material delivery and staging, site access vegetation control, compliance with WDFW Hydraulics Permit, compliance with USACOE Permit, detailed structure construction, stream wetting and return of flow, and site restoration. Ehibit A City of Arlington Council Agenda Bill Item: CA #5 Attachment D COUNCIL MEETING DATE: September 19, 2016 SUBJECT: Renewal of a (2) year lease with Son Investments for Station 48 ATTACHMENTS: Lease Agreement, Rent Rider, and Addendum DEPARTMENT OF ORIGIN Fire EXPENDITURES REQUESTED: 2017--$45,252 2018--$46,396 (estimated) BUDGET CATEGORY: Fire - General LEGAL REVIEW: DESCRIPTION: Staff is requesting that Council consider approval of a new (2) year lease for the continued location of Station 48. HISTORY: This lease has provided the structure that has served as the location of Station 48 since 2009. The existing lease will expire in October of 2016. The owners have agreed to offer a (2) year contract allowing the City flexibility in the future. Increase in rent cost is minimal at approximately 3.5%. ALTERNATIVES Do not approve the lease agreement Seek an alternate location Remand to staff for further consideration RECOMMENDED MOTION: I move to approve the Lease Agreement with Son Investments for the building and property currently housing Station 48 for a period of (2) years. Son Investments PO Box 1088 Woodinville, WA 98072 Phone: 425 503-0179 Fax: 425 822-3053 © Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form ST-NNN Single Tenant NNN Lease Rev. 3/2011 Page 1 of 21 LEASE AGREEMENT (Single Tenant For Entire Parcel - NNN) THIS LEASE AGREEMENT (the “Lease”) is entered into and effective as of this 1st day of October, 2016, between Son Investments LLC. P.O. Box 1088 Woodinville, Wa 98072 (“Landlord”), and City of Arlington, 238 N. Olympic, Arlington, Wa 98223 (“Tenant”). Landlord and Tenant agree as follows: 1. LEASE SUMMARY. a. Leased Premises. The leased commercial real estate (the “Premises”) consist of the real property legally described on attached Exhibit A, and all improvements thereon, and commonly described as 18824 Smokey Point Blvd .Unit No.4 Arlington, Wa 98223. b. Lease Commencement Date. The term of this Lease shall be for a period of 24 months and shall commence on October 1, 2016 or such earlier or later date as provided in Section 3 (the “Commencement Date”). c. Lease Termination Date. The term of this Lease shall terminate at midnight on September 30th, 2018 or such earlier or later date as provided in Section 3 (the “Termination Date”). Tenant shall have no right or option to extend this Lease, unless otherwise set forth in a rider attached to this Lease (e.g., Option to Extend Rider, CBA Form OR). d. Base Rent. The base monthly rent shall be (check one): $ , or according to the Rent Rider attached hereto (“Base Rent”). Rent shall be payable at Landlord’s address shown in Section 1(h) below, or such other place designated in writing by Landlord. e. Prepaid Rent. Upon execution of this Lease, Tenant shall deliver to Landlord the sum of $277.00 as prepaid rent, to be applied to the Rent due for months N/A through Last month of the Lease. THIS AMOUNT IS THE NEW LAST MONTHS AMOUNT, MINUS THE PRE-PAID LAST MONTHS RENT OF $2975.00 ON THE PREVIOUS LEASE. f. Security Deposit. Upon execution of this Lease, Tenant shall deliver to Landlord the sum of $2975.00 to be held as a security deposit pursuant to Section 5 below. The security deposit shall be in the form of (check one): cash, letter of credit according to the Letter of Credit Rider (CBA Form LCR) attached hereto, or check. THIS AMOUNT HAS ALREADY BEEN PAID ON THE PREVIOUS LEASE, SO THERE WILL BE NO ADDITIONAL SECURITY DEPOSIT DUE. g. Permitted Use. The Premises shall be used only for City Business, including Public Safety and for no other purpose without the prior written consent of Landlord (the “Permitted Use”). h. Notice and Payment Addresses. Landlord: Son Investments LLC P.O. Box 1088 Woodinville, WA 98072 Margo 425-765-4327, Steve 425-503-0179 Fax No.: 425 645-4113 Email: msjwake@aol.com Tenant: City of Arlington Son Investments PO Box 1088 Woodinville, WA 98072 Phone: 425 503-0179 Fax: 425 822-3053 © Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form ST-NNN Single Tenant NNN Lease Rev. 3/2011 Page 2 of 21 LEASE AGREEMENT (Single Tenant For Entire Parcel - NNN) 238 N. Olympic Arlington, Wa 98223 Tom Cooper 360-403-3607 Fax No.: 360-403-9267 Email: tcooper@arlingtonwa.gov 2. PREMISES. a. Lease of Premises. Landlord leases to Tenant, and Tenant leases from Landlord the Premises upon the terms specified in this Lease. b. Acceptance of Premises. Except as specified elsewhere in this Lease, Landlord makes no representations or warranties to Tenant regarding the Premises, including the structural condition of the Premises or the condition of all mechanical, electrical, and other systems on the Premises. Except for any tenant improvements to be completed by Landlord as described on attached Exhibit B (the “Landlord’s Work”), Tenant shall be responsible for performing any work necessary to bring the Premises into a condition satisfactory to Tenant. By signing this Lease, Tenant acknowledges that it has had an adequate opportunity to investigate the Premises; acknowledges responsibility for making any corrections, alterations and repairs to the Premises (other than the Landlord’s Work); and acknowledges that the time needed to complete any such items shall not delay the Commencement Date. c. Tenant Improvements. Attached Exhibit B sets forth all Tenant’s Work, if any, and all tenant improvements to be completed by Tenant (the “Tenant’s Work”), if any, that will be performed on the Premises. Responsibility for design, payment and performance of all such work shall be as set forth on attached Exhibit B. If Tenant fails to notify Landlord of any defects in the Landlord’s Work within thirty (30) days of delivery of possession to Tenant, Tenant shall be deemed to have accepted the Premises in their then condition. If Tenant discovers any major defects in the Landlord’s Work during this 30-day period that would prevent Tenant from using the Premises for the Permitted Use, Tenant shall notify Landlord in writing and the Commencement Date shall be delayed until after Landlord has notified Tenant that Landlord has corrected the major defects and Tenant has had five (5) days to inspect and approve the Premises. The Commencement Date shall not be delayed if Tenant’s inspection reveals minor defects in the Landlord’s Work that will not prevent Tenant from using the Premises for the Permitted Use. Tenant shall prepare a punch list of all minor defects in Landlord’s Work and provide the punch list to Landlord, which Landlord shall promptly correct. 3. TERM. The term of this Lease shall commence on the Commencement Date specified in Section 1, or on such earlier or later date as may be specified by notice delivered by Landlord to Tenant advising Tenant that the Premises are ready for possession and specifying the Commencement Date, which shall not be less than N/A days (thirty (30) days if not filled in) following the date of such notice. a. Early Possession. If Landlord permits Tenant to possess or occupy the Premises prior to the Commencement Date specified in Section 1, then such early occupancy shall not advance the Commencement Date or the Termination Date set forth in Section 1, but otherwise all terms and conditions of this Lease shall nevertheless apply during the period of early occupancy before the Commencement Date. Son Investments PO Box 1088 Woodinville, WA 98072 Phone: 425 503-0179 Fax: 425 822-3053 © Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form ST-NNN Single Tenant NNN Lease Rev. 3/2011 Page 3 of 21 LEASE AGREEMENT (Single Tenant For Entire Parcel - NNN) b. Delayed Possession. Landlord shall act diligently to make the Premises available to Tenant; provided, however, neither Landlord nor any agent or employee of Landlord shall be liable for any damage or loss due to Landlord’s inability or failure to deliver possession of the Premises to Tenant as provided in this Lease. If possession is delayed, the Commencement Date set forth in Section 1 shall also be delayed. In addition, the Termination Date set forth in Section 1 shall be modified so that the length of the Lease term remains the same. If Landlord does not deliver possession of the Premises to Tenant within N/A days (sixty (60) days if not filled in) after the Commencement Date specified in Section 1, Tenant may elect to cancel this Lease by giving written notice to Landlord within ten (10) days after such time period ends. If Tenant gives such notice of cancellation, the Lease shall be cancelled, all prepaid rent and security deposits shall be refunded to Tenant, and neither Landlord nor Tenant shall have any further obligations to the other. The first “Lease year” shall commence on the Commencement Date and shall end on the date which is twelve (12) months from the end of the month in which the Commencement Date occurs. Each successive Lease year during the initial term and any extension terms shall be twelve (12) months, commencing on the first day following the end of the preceding Lease year. To the extent that the tenant improvements are not completed in time for the Tenant to occupy or take possession of the Premises on the Commencement Date due to the failure of Tenant to fulfill any of its obligations under this Lease, the Lease shall nevertheless commence on the Commencement Date set forth in Section 1. 4. RENT. a. Payment of Rent. Tenant shall pay Landlord without notice, demand, deduction, or offset, in lawful money of the United States, the monthly Base Rent stated in Section 1 in advance on or before the first day of each month during the Lease term beginning on (check one): the Commencement Date, or (if no date specified, then on the Commencement Date), and shall also pay any other additional payments due to Landlord (“Additional Rent”), including Operating Costs (collectively the “Rent”) when required under this Lease. Payments for any partial month at the beginning or end of the Lease shall be prorated. All payments due to Landlord under this Lease, including late fees and interest, shall also constitute Additional Rent, and upon failure of Tenant to pay any such costs, charges or expenses, Landlord shall have the same rights and remedies as otherwise provided in this Lease for the failure of Tenant to pay rent. b. Triple Net Lease. This Lease is what is commonly called a “Net, Net, Net” or “triple-net” Lease, which means that, except as otherwise expressly provided herein, Landlord shall receive all Base Rent free and clear of any and all other impositions, taxes, liens, charges or expenses of any nature whatsoever in connection with the ownership and operation of the Premises. In addition to Base Rent, Tenant shall pay to the parties respectively entitled thereto, or satisfy directly, all Additional Rent and other impositions, insurance premiums, repair and maintenance charges, and any other charges, costs, obligations, liabilities, requirements, and expenses,, which arise with regard to the Premises or may be contemplated under any other provision of the Lease during its term, except for costs and expenses expressly made the obligation of Landlord in this Lease. c. Late Charges; Default Interest. If any sums payable by Tenant to Landlord under this Lease are not received within five (5) business days after their due date, Tenant shall pay Landlord an amount equal to the greater of $100 or five percent (5%) of the delinquent amount for the cost of collecting and handling such late payment in addition to the amount due and as Son Investments PO Box 1088 Woodinville, WA 98072 Phone: 425 503-0179 Fax: 425 822-3053 © Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form ST-NNN Single Tenant NNN Lease Rev. 3/2011 Page 4 of 21 LEASE AGREEMENT (Single Tenant For Entire Parcel - NNN) Additional Rent. All delinquent sums payable by Tenant to Landlord and not paid within five (5) business days after their due date shall, at Landlord’s option, bear interest at the rate of fifteen percent (15%) per annum, or the highest rate of interest allowable by law, whichever is less (the “Default Rate”). Interest on all delinquent amounts shall be calculated from the original due date to the date of payment. d. Less Than Full Payment. Landlord’s acceptance of less than the full amount of any payment due from Tenant shall not be deemed an accord and satisfaction or compromise of such payment unless Landlord specifically consents in writing to payment of such lesser sum as an accord and satisfaction or compromise of the amount which Landlord claims. Any portion that remains to be paid by Tenant shall be subject to the late charges and default interest provisions of this Section 4. 5. SECURITY DEPOSIT. Upon execution of this Lease, Tenant shall deliver to Landlord the security deposit specified in Section 1 above. Landlord’s obligations with respect to the security deposit are those of a debtor and not of a trustee, and Landlord may commingle the security deposit with its other funds. If Tenant breaches any covenant or condition of this Lease, including but not limited to the payment of Rent, Landlord may apply all or any part of the security deposit to the payment of any sum in default and any damage suffered by Landlord as a result of Tenant’s breach. Tenant acknowledges, however, that the security deposit shall not be considered as a measure of Tenant’s damages in case of default by Tenant, and any payment to Landlord from the security deposit shall not be construed as a payment of liquidated damages for Tenant’s default. If Landlord applies the security deposit as contemplated by this Section, Tenant shall, within five (5) days after written demand therefore by Landlord, deposit with Landlord the amount so applied. If Tenant complies with all of the covenants and conditions of this Lease throughout the Lease term, the security deposit shall be repaid to Tenant without interest within thirty (30) days after the surrender of the Premises by Tenant in the condition required hereunder by Section 11 of this Lease. 6. USES. The Premises shall be used only for the Permitted Use specified in Section 1 above, and for no other business or purpose without the prior written consent of Landlord. No act shall be done on or around the Premises that is unlawful or that will increase the existing rate of insurance on the Premises, or cause the cancellation of any insurance on the Premises. Tenant shall not commit or allow to be committed any waste upon the Premises, or any public or private nuisance. Tenant shall not do or permit anything to be done on the Premises which will obstruct or interfere with the rights of other tenants or occupants of the Premises, or their employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees or to injure or annoy such persons. 7. COMPLIANCE WITH LAWS. Tenant shall not cause or permit the Premises to be used in any way which violates any law, ordinance, or governmental regulation or order. Landlord represents to Tenant that, as of the Commencement Date, to Landlord’s knowledge, but without duty of investigation, and with the exception of any Tenant’s Work, the Premises comply with all applicable laws, rules, regulations, or orders, including without limitation, the Americans With Disabilities Act, if applicable, and Landlord shall be responsible to promptly cure at its sole cost any noncompliance which existed on the Commencement Date. Tenant shall be responsible for complying with all laws applicable to the Premises as a result of the Permitted Use, and Tenant shall be responsible for making any changes or alterations as may be required by law, rule, regulation, or order for Tenant’s Permitted Use at its sole cost and expense. Otherwise, if changes or alterations are required by rule, law, regulation, or order unrelated to the Permitted Use, Landlord shall make changes and alterations at its expense. Son Investments PO Box 1088 Woodinville, WA 98072 Phone: 425 503-0179 Fax: 425 822-3053 © Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form ST-NNN Single Tenant NNN Lease Rev. 3/2011 Page 5 of 21 LEASE AGREEMENT (Single Tenant For Entire Parcel - NNN) 8. UTILITIES. Landlord shall not be responsible for providing any utilities to the Premises and shall not be liable for any loss, injury or damage to person or property caused by or resulting from any variation, interruption, or failure of utilities due to any cause whatsoever, and rent shall not abate as a result thereof, except to the extent due to the intentional misconduct or gross negligence of Landlord. Tenant shall be responsible for determining whether available utilities and their capacities will meet Tenant’s needs. Tenant shall install and connect, if necessary, and directly pay for all water, sewer, gas, janitorial, electricity, garbage removal, heat, telephone, and other utilities and services used by Tenant on the Premises during the term, whether or not such services are billed directly to Tenant. Tenant will also procure, or cause to be procured, without cost to Landlord, all necessary permits, licenses or other authorizations required for the lawful and proper installation, maintenance, replacement, and removal on or from the Premises of wires, pipes, conduits, tubes, and other equipment and appliances for use in supplying all utilities or services to the Premises. Landlord, upon request of Tenant, and at the sole expense and liability of Tenant, shall join with Tenant in any reasonable applications required for obtaining or continuing such utilities or services. 9. TAXES. Tenant shall pay all Taxes (defined below) applicable to the Premises during the Lease term. All payments for Taxes shall be made at least ten (10) days prior to their due date. Tenant shall promptly furnish Landlord with satisfactory evidence that Taxes have been paid. If any Taxes paid by Tenant cover any period of time before or after the expiration of the term, Tenant’s share of those Taxes paid will be prorated to cover only the period of time within the tax fiscal year during which this Lease was in effect, and Landlord shall promptly reimburse or credit Tenant to the extent required. If Tenant fails to timely pay any Taxes, Landlord may pay them, and Tenant shall repay such amount to Landlord upon demand. Landlord may also elect to pay all such Taxes directly to the appropriate taxing authority/ies and receive reimbursement thereof from Tenant within ten (10) days after invoice, either of the full amount paid or at Landlord’s election in equal monthly installments. The term “Taxes” shall mean: (i) any form of tax or assessment imposed on the Premises by any authority, including any city, county, state or federal government, or any improvement district, as against any legal or equitable interest of Landlord or Tenant in the Premises or in the real property of which the Premises are a part, or against rent paid for leasing the Premises; and (ii) any form of personal property tax or assessment imposed on any personal property, fixtures, furniture, tenant improvements, equipment, inventory, or other items, and all replacements, improvements, and additions to them, located on the Premises, whether owned by Landlord or Tenant. “Taxes” shall exclude any net income tax imposed on Landlord for income that Landlord receives under this Lease. Tenant may, upon reasonable prior notice to Landlord, contest the amount or validity, in whole or in part, of any Taxes at its sole expense, only after paying such Taxes or posting such security as Landlord may reasonably require in order to protect the Premises against loss or forfeiture. Upon the termination of any such proceedings, Tenant shall pay the amount of such Taxes or part of such Taxes as finally determined, together with any costs, fees, interest penalties, or other related liabilities. Landlord shall reasonably cooperate with Tenant in contesting any Taxes, provided Landlord incurs no expense or liability in doing so. 10. ALTERATIONS. Tenant may make alterations, additions or improvements to the Premises, including any Tenant Work identified on attached Exhibit C (the “Alterations”), only with the prior written consent of Landlord, which, with respect to Alterations not affecting the structural components of the Premises or utility systems therein, shall not be unreasonably withheld, conditioned, or delayed. Landlord shall have thirty (30) days in which to respond to Tenant’s request for any Alterations so long as such request includes the name of Tenant’s contractors and reasonably detailed plans and specifications Son Investments PO Box 1088 Woodinville, WA 98072 Phone: 425 503-0179 Fax: 425 822-3053 © Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form ST-NNN Single Tenant NNN Lease Rev. 3/2011 Page 6 of 21 LEASE AGREEMENT (Single Tenant For Entire Parcel - NNN) therefore. The term “Alterations” shall not include the installation of shelves, movable partitions, Tenant’s equipment, and trade fixtures that may be performed without damaging existing improvements or the structural integrity of the Premises and Landlord’s consent shall not be required for Tenant’s installation or removal of those items. Tenant shall perform all work at Tenant’s expense and in compliance with all applicable laws and shall complete all Alterations in accordance with plans and specifications approved by Landlord, using contractors approved by Landlord. Tenant shall pay, when due, or furnish a bond for payment (as set forth in Section 18) all claims for labor or materials furnished to or for Tenant at or for use in the Premises, which claims are or may be secured by any mechanics’ or materialmens’ liens against the Premises or any interest therein. Tenant shall remove all Alterations at the end of the Lease term unless Landlord conditioned its consent upon Tenant leaving a specified Alteration at the Premises, in which case Tenant shall not remove such Alteration, and it shall become Landlord’s property. Tenant shall immediately repair any damage to the Premises caused by removal of Alterations. 11. REPAIRS AND MAINTENANCE; SURRENDER. Tenant shall, at its sole expense, maintain the entire Premises including without limitation the roof surface and normal repairs and maintenance to all heating, ventilation, and air conditioning (“HVAC”) equipment at the Premises, in good condition and promptly make all repairs and replacements, whether structural or non-structural, necessary to keep the Premises in safe operating condition, including all utilities and other systems serving the Premises, but excluding the roof structure, subfloor, foundation, exterior walls, and capital repairs and replacements to the HVAC system (collectively, “Landlord’s Repair Items”), which Landlord shall maintain in good condition and repair at Landlord’s expense, provided that Tenant shall not damage any Landlord’s Repair Items and shall promptly repair any damage or injury done thereto caused by Tenant or its employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees . Notwithstanding anything in this Section to the contrary, Tenant shall not be responsible for any repairs to the Premises made necessary by the negligence or willful misconduct of Landlord or its employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees therein. If Tenant fails to perform Tenant’s obligations under this Section, Landlord may at Landlord’s option enter upon the Premises after ten (10) days’ prior notice to Tenant and put the same in good order, condition and repair and the cost thereof together with interest thereon at the default rate set forth in Section 4 shall be due and payable as Additional Rent to Landlord together with Tenant’s next installment of Base Rent. Upon expiration of the Lease term, whether by lapse of time or otherwise, Tenant shall promptly and peacefully surrender the Premises, together with all keys, to Landlord in as good condition as when received by Tenant from Landlord or as thereafter improved, reasonable wear and tear and insured casualty excepted. 12. ACCESS AND RIGHT OF ENTRY. After twenty-four (24) hours’ notice from Landlord (except in cases of emergency, when no notice shall be required), Tenant shall permit Landlord and its agents, employees and contractors to enter the Premises at all reasonable times to make repairs, inspections, alterations or improvements, provided that Landlord shall use reasonable efforts to minimize interference with Tenant’s use and enjoyment of the Premises. This Section shall not impose any repair or other obligation upon Landlord not expressly stated elsewhere in this Lease. After reasonable notice to Tenant, Landlord shall have the right to enter the Premises for the purpose of (a) showing the Premises to prospective purchasers or lenders at any time, and to prospective tenants within one hundred eighty (180) days prior to the expiration or sooner termination of the Lease term; and, (b) for posting “for lease” signs within one hundred eighty (180) days prior to the expiration or sooner termination of the Lease term. 13. SIGNAGE. Tenant shall obtain Landlord’s written consent as to size, location, materials, method of attachment, and appearance, before installing any signs upon the Premises. Tenant shall install any approved signage at Tenant’s sole expense and in compliance with all applicable laws. Tenant shall not Son Investments PO Box 1088 Woodinville, WA 98072 Phone: 425 503-0179 Fax: 425 822-3053 © Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form ST-NNN Single Tenant NNN Lease Rev. 3/2011 Page 7 of 21 LEASE AGREEMENT (Single Tenant For Entire Parcel - NNN) damage or deface the Premises in installing or removing signage and shall repair any injury or damage to the Premises caused by such installation or removal. 14. DESTRUCTION OR CONDEMNATION. a. Damage and Repair. If the Premises are partially damaged but not rendered untenantable, by fire or other insured casualty, then Landlord shall diligently restore the Premises to the extent required below and this Lease shall not terminate. The Premises shall not be deemed untenantable if twenty-five percent (25%) or less of the Premises are damaged. Landlord shall have no obligation to restore the Premises if insurance proceeds are not available to pay the entire cost of such restoration. If insurance proceeds are available to Landlord but are not sufficient to pay the entire cost of restoring the Premises, or if Landlord’s lender shall not permit all or any part of the insurance proceeds to be applied toward restoration, then Landlord may elect to terminate this Lease and keep the insurance proceeds, by notifying Tenant within sixty (60) days of the date of such casualty. If the Premises are entirely destroyed, or partially damaged and rendered untenantable, by fire or other casualty, Landlord may, at its option: (a) terminate this Lease as provided herein, or (b) restore the Premises to their previous condition to the extent required below; provided, however, if such casualty event occurs during the last six (6) months of the Lease term (after considering any option to extend the term timely exercised by Tenant) then either Tenant or Landlord may elect to terminate the Lease. If, within sixty (60) days after receipt by Landlord from Tenant of written notice that Tenant deems the Premises untenantable, Landlord fails to notify Tenant of its election to restore the Premises, or if Landlord is unable to restore the Premises within six (6) months of the date of the casualty event, then Tenant may elect to terminate the Lease upon twenty (20) days’ written notice to Landlord unless Landlord, within such twenty (20) day period, notifies Tenant that it will in fact restore the Premises or actually completes such restoration work to the extent required below, as applicable. If Landlord restores the Premises under this Section 14, Landlord shall proceed with reasonable diligence to complete the work, and the base monthly rent shall be abated in the same proportion as the untenantable portion of the Premises bears to the whole Premises, provided that there shall be a rent abatement only if the damage or destruction of the Premises did not result from, or was not contributed to directly or indirectly by the act, fault or neglect of Tenant, or Tenant’s employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees. No damages, compensation or claim shall be payable by Landlord for inconvenience, loss of business or annoyance directly, incidentally or consequentially arising from any repair or restoration of any portion of the Premises. Landlord shall have no obligation to carry insurance of any kind for the protection of Tenant or any alterations or improvements paid for by Tenant; any Tenant Improvements identified in Exhibit B (regardless of who may have completed them); Tenant’s furniture; or on any fixtures, equipment, improvements or appurtenances of Tenant under this Lease, and Landlord’s restoration obligations hereunder shall not include any obligation to repair any damage thereto or replace the same. b. Condemnation. If the Premises are made untenantable by eminent domain, or conveyed under a threat of condemnation, this Lease shall automatically terminate as of the earlier of the date title vests in the condemning authority or the condemning authority first has possession of the Premises and all Rents and other payments shall be paid to that date. If the condemning authority takes a portion of the Premises that does not render the Premises Son Investments PO Box 1088 Woodinville, WA 98072 Phone: 425 503-0179 Fax: 425 822-3053 © Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form ST-NNN Single Tenant NNN Lease Rev. 3/2011 Page 8 of 21 LEASE AGREEMENT (Single Tenant For Entire Parcel - NNN) untenantable, then this Lease shall continue in full force and effect and the base monthly rent shall be equitably reduced based on the proportion by which the floor area of any structures is reduced The reduction in Rent shall be effective on the earlier of the date the condemning authority first has possession of such portion or title vests in the condemning authority. Landlord shall be entitled to the entire award from the condemning authority attributable to the value of the Premises and Tenant shall make no claim for the value of its leasehold. Tenant shall be permitted to make a separate claim against the condemning authority for moving expenses, provided that in no event shall Tenant’s claim reduce Landlord’s award. 15. INSURANCE. d. Waiver of Subrogation. Landlord and Tenant hereby release each other and any other tenant, their agents or employees, from responsibility for, and waive their entire claim of recovery for any loss or damage arising from any cause covered by property insurance required to be carried or otherwise carried by each of them. Each party shall provide notice to the property insurance carrier or carriers of this mutual waiver of subrogation, and shall cause its respective property insurance carriers to waive all rights of subrogation against the other. This waiver shall not apply to the extent of the deductible amounts to any such property policies or to the extent of liabilities exceeding the limits of such policies. 16. INDEMNIFICATION. a. Indemnification by Tenant. Tenant shall defend, indemnify, and hold Landlord and its property manager, if any, harmless against all liabilities, damages, costs, and expenses, including attorneys’ fees, for personal injury, bodily injury (including death) or property damage arising from any negligent or wrongful act or omission of Tenant or Tenant’s employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees on or around the Premises, or arising from any breach of this Lease by Tenant. Tenant shall use legal counsel reasonably acceptable to Landlord in defense of any action within Tenant’s defense obligation. b. Indemnification by Landlord. Landlord shall defend, indemnify and hold Tenant harmless against all liabilities, damages, costs, and expenses, including attorneys’ fees, for personal injury, bodily injury (including death) or property damage arising from any negligent or wrongful act or omission of Landlord or Landlord’s employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees on or around the Premises, or arising from any breach of this Lease by Landlord. Landlord shall use legal counsel reasonably acceptable to Tenant in defense of any action within Landlord’s defense obligation. c. Waiver of Immunity. Landlord and Tenant each specifically and expressly waive any immunity that each may be granted under the Washington State Industrial Insurance Act, Title 51 RCW. Neither party’s indemnity obligations under this Lease shall be limited by any limitation on the amount or type of damages, compensation, or benefits payable to or for any third party under the Worker Compensation Acts, Disability Benefit Acts or other employee benefit acts. d. Exemption of Landlord from Liability. Except to the extent of claims arising out of Landlord’s gross negligence or intentional misconduct, Landlord shall not be liable for injury to Tenant’s business or assets or any loss of income therefrom or for damage to any property of Buddy 9/8/14 10:20 AM Deleted: a.Tenant’s Liability Insurance. During the Lease term, Tenant shall pay for and maintain commercial general liability insurance with broad form property damage and contractual liability endorsements. This policy shall name Landlord, its property manager (if any), and other parties designated by Landlord as additional insureds using an endorsement form acceptable to Landlord, and shall insure Tenant’s activities and those of Tenant’s employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees with respect to the Premises against loss, damage or liability for personal injury or bodily injury (including death) or loss or damage to property with a combined single limit of not less than $2,000,000, and a deductible of not more than $10,000. Tenant’s insurance will be primary and noncontributory with any liability insurance carried by Landlord. Landlord may also require Tenant to obtain and maintain business income coverage for at least six (6) months, business auto liability coverage, and, if applicable to Tenant’s Permitted Use, liquor liability insurance and/or warehouseman’s coverage. b.Tenant’s Property Insurance. During the Lease term, Tenant shall pay for and maintain special form clauses of loss coverage property insurance (with coverage for earthquake if required by Landlord’s lender and, if the Premises are situated in a flood plain, flood damage) for all of Tenant’s personal property, fixtures and equipment in the amount of their full replacement value, with a deductible of not more than $10,000. c.Miscellaneous. Tenant’s insurance required under this Section shall be with companies rated A-/VII or better in Best’s Insurance Guide, and which are admitted in the state in which the Premises are located. No insurance policy shall be cancelled or reduced in coverage and each such policy shall provide that it is not subject to cancellation or a reduction in coverage except after thirty (30) days prior written notice to Landlord. Tenant shall deliver to Landlord upon commencement of the Lease and from time to time thereafter, copies of the insurance policies or evidence of insurance and copies of endorsements required by this Section. In no event shall the limits of such policies be considered as limiting the liability of Tenant under this Lease. If Tenant fails to acquire or maintain any insurance or provide any policy or evidence of ... [1] Son Investments PO Box 1088 Woodinville, WA 98072 Phone: 425 503-0179 Fax: 425 822-3053 © Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form ST-NNN Single Tenant NNN Lease Rev. 3/2011 Page 9 of 21 LEASE AGREEMENT (Single Tenant For Entire Parcel - NNN) Tenant or of its employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees, or any other person in or about the Premises. e. Survival. The provisions of this Section 16 shall survive expiration or termination of this Lease. 17. ASSIGNMENT AND SUBLETTING. Tenant shall not assign, sublet, mortgage, encumber or otherwise transfer any interest in this Lease (collectively referred to as a “Transfer”) or any part of the Premises, without first obtaining Landlord’s written consent which shall not be unreasonably withheld, conditioned, or delayed. No Transfer shall relieve Tenant of any liability under this Lease notwithstanding Landlord’s consent to such Transfer. Consent to any Transfer shall not operate as a waiver of the necessity for Landlord’s consent to any subsequent Transfer. In connection with each request for consent to a Transfer, Tenant shall pay the reasonable cost of processing same, including attorneys’ fees, upon demand of Landlord, up to a maximum of $1,250. If Tenant is a partnership, limited liability company, corporation, or other entity, any transfer of this Lease by merger, consolidation, redemption or liquidation, or any change in the ownership of, or power to vote, which singularly or collectively represents a majority of the beneficial interest in Tenant, shall constitute a Transfer under this Section. As a condition to Landlord’s approval, if given, any potential assignee or sublessee otherwise approved by Landlord shall assume all obligations of Tenant under this Lease and shall be jointly and severally liable with Tenant and any guarantor, if required, for the payment of Rent and performance of all terms of this Lease. In connection with any Transfer, Tenant shall provide Landlord with copies of all assignments, subleases and assumption agreement or documents. 18. LIENS. Tenant is not authorized to subject the Landlord’s assets to any liens or claims of lien. Tenant shall keep the Premises free from any liens created by or through Tenant. Tenant shall indemnify and hold Landlord harmless from liability for any such liens including, without limitation, liens arising from any Alterations. If a lien is filed against the Premises by any person claiming by, through or under Tenant, Tenant shall, within 10 days after Landlord’s demand, at Tenant’s expense, either remove the lien or furnish to Landlord a bond in form and amount and issued by a surety satisfactory to Landlord, indemnifying Landlord and the Premises against all liabilities, costs and expenses, including attorneys’ fees, which Landlord could reasonably incur as a result of such lien. 19. DEFAULT. The following occurrences shall each constitute a default by Tenant (an “Event of Default): a. Failure To Pay. Failure by Tenant to pay any sum, including Rent, due under this Lease following five (5) days’ notice from Landlord of the failure to pay. b. Vacation/Abandonment. Vacation by Tenant of the Premises (defined as an absence for at least fifteen (15) consecutive days without prior notice to Landlord), or abandonment of the Premises (defined as an absence of five (5) days or more while Tenant is in breach of some other term of this Lease). Tenant’s vacation or abandonment of the Premises shall not be subject to any notice or right to cure. Son Investments PO Box 1088 Woodinville, WA 98072 Phone: 425 503-0179 Fax: 425 822-3053 © Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form ST-NNN Single Tenant NNN Lease Rev. 3/2011 Page 10 of 21 LEASE AGREEMENT (Single Tenant For Entire Parcel - NNN) c. Insolvency. Tenant’s insolvency or bankruptcy (whether voluntary or involuntary), or appointment of a receiver, assignee or other liquidating officer for Tenant’s business; provided, however, that in the event of any involuntary bankruptcy or other insolvency proceeding, the existence of such proceeding shall constitute an Event of Default only if such proceeding is not dismissed or vacated within sixty (60) days after its institution or commencement. d. Levy or Execution. The taking of Tenant’s interest in this Lease or the Premises, or any part thereof, by execution or other process of law directed against Tenant, or attachment of Tenant’s interest in this Lease by any creditor of Tenant, if such attachment is not discharged within fifteen (15) days after being levied. e. Other Non-Monetary Defaults. The breach by Tenant of any agreement, term or covenant of this Lease other than one requiring the payment of money and not otherwise enumerated in this Section or elsewhere in this Lease, which breach continues for a period of thirty (30) days after notice by Landlord to Tenant of the breach. f. Failure to Take Possession. Failure by Tenant to take possession of the Premises on the Commencement Date or failure by Tenant to commence any Tenant’s Work in a timely fashion. Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord within a reasonable time, but in no event less than thirty (30) days after notice by Tenant to Landlord. If Landlord fails to cure any such default within the allotted time, Tenant’s sole remedy shall be to seek actual money damages (but not consequential or punitive damages) for loss arising from Landlord’s failure to discharge its obligations under this Lease. Nothing herein contained shall relieve Landlord from its duty to perform of any of its obligations to the standard prescribed in this Lease. Any notice periods granted herein shall be deemed to run concurrently with and not in addition to any default notice periods required by law. 20. REMEDIES. Landlord shall have the following remedies upon an Event of Default. Landlord’s rights and remedies under this Lease shall be cumulative, and none shall exclude any other right or remedy allowed by law. a. Termination of Lease. Landlord may terminate Tenant’s interest under the Lease, but no act by Landlord other than notice of termination from Landlord to Tenant shall terminate this Lease. The Lease shall terminate on the date specified in the notice of termination. Upon termination of this Lease, Tenant will remain liable to Landlord for damages in an amount equal to the Rent and other sums that would have been owing by Tenant under this Lease for the balance of the Lease term, less the net proceeds, if any, of any reletting of the Premises by Landlord subsequent to the termination, after deducting all of Landlord’s Reletting Expenses (as defined below). Landlord shall be entitled to either collect damages from Tenant monthly on the days on which rent or other amounts would have been payable under the Lease, or alternatively, Landlord may accelerate Tenant’s obligations under the Lease and recover from Tenant: (i) unpaid rent which had been earned at the time of termination; (ii) the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of rent loss that Tenant proves could reasonably have been avoided; (iii) the amount by which the unpaid rent for the balance of the term of the Lease after the time of award exceeds the amount of rent loss that Tenant proves could reasonably be avoided (discounting such amount by the discount rate of the Federal Reserve Bank of San Francisco at the time of the award, plus 1%); and (iv) any other Son Investments PO Box 1088 Woodinville, WA 98072 Phone: 425 503-0179 Fax: 425 822-3053 © Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form ST-NNN Single Tenant NNN Lease Rev. 3/2011 Page 11 of 21 LEASE AGREEMENT (Single Tenant For Entire Parcel - NNN) amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under the Lease, or which in the ordinary course would be likely to result from the Event of Default, including without limitation Reletting Expenses described in Section 20(b) below. b. Re-Entry and Reletting. Landlord may continue this Lease in full force and effect, and without demand or notice, re-enter and take possession of the Premises or any part thereof, expel the Tenant from the Premises and anyone claiming through or under the Tenant, and remove the personal property of either. Landlord may relet the Premises, or any part of them, in Landlord’s or Tenant’s name for the account of Tenant, for such period of time and at such other terms and conditions as Landlord, in its discretion, may determine. Landlord may collect and receive the rents for the Premises. To the fullest extent permitted by law, the proceeds of any reletting shall be applied: first, to pay Landlord all Reletting Expenses (defined below); second, to pay any indebtedness of Tenant to Landlord other than rent; third, to the rent due and unpaid hereunder; and fourth, the residue, if any, shall be held by Landlord and applied in payment of other or future obligations of Tenant to Landlord as the same may become due and payable, and Tenant shall not be entitled to receive any portion of such revenue. Re-entry or taking possession of the Premises by Landlord under this Section shall not be construed as an election on Landlord’s part to terminate this Lease, unless a notice of termination is given to Tenant. Landlord reserves the right following any re-entry or reletting, or both, under this Section to exercise its right to terminate the Lease. Tenant will pay Landlord the Rent and other sums which would be payable under this Lease if repossession had not occurred, less the net proceeds, if any, after reletting the Premises and after deducting Landlord’s Reletting Expenses. “Reletting Expenses” is defined to include all expenses incurred by Landlord in connection with reletting the Premises, including without limitation, all repossession costs, brokerage commissions and costs for securing new tenants, attorneys’ fees, remodeling and repair costs, costs for removing persons or property, costs for storing Tenant’s property and equipment, and costs of tenant improvements and rent concessions granted by Landlord to any new Tenant, prorated over the life of the new lease. c. Waiver of Redemption Rights. Tenant, for itself, and on behalf of any and all persons claiming through or under Tenant, including creditors of all kinds, hereby waives and surrenders all rights and privileges which they may have under any present or future law, to redeem the Premises or to have a continuance of this Lease for the Lease term, or any extension thereof. d. Nonpayment of Additional Rent. All costs which Tenant is obligated to pay to Landlord pursuant to this Lease shall in the event of nonpayment be treated as if they were payments of Rent, and Landlord shall have the same rights it has with respect to nonpayment of Rent. e. Failure to Remove Property. If Tenant fails to remove any of its property from the Premises at Landlord’s request following an uncured Event of Default, Landlord may, at its option, remove and store the property at Tenant’s expense and risk. If Tenant does not pay the storage cost within five (5) days of Landlord’s request, Landlord may, at its option, have any or all of such property sold at public or private sale (and Landlord may become a purchaser at such sale), in such manner as Landlord deems proper, without notice to Tenant. Landlord shall apply the proceeds of such sale: (i) to the expense of such sale, including reasonable attorneys’ fees actually incurred; (ii) to the payment of the costs or charges for storing such property; (iii) to the payment of any other sums of money which may then be or thereafter become due Landlord from Tenant under any of the terms hereof; and (iv) the balance, if any, to Tenant. Nothing in this Son Investments PO Box 1088 Woodinville, WA 98072 Phone: 425 503-0179 Fax: 425 822-3053 © Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form ST-NNN Single Tenant NNN Lease Rev. 3/2011 Page 12 of 21 LEASE AGREEMENT (Single Tenant For Entire Parcel - NNN) Section shall limit Landlord’s right to sell Tenant’s personal property as permitted by law or to foreclose Landlord’s lien for unpaid rent. 21. MORTGAGE SUBORDINATION AND ATTORNMENT. This Lease shall automatically be subordinate to any mortgage or deed of trust created by Landlord which is now existing or hereafter placed upon the Premises including any advances, interest, modifications, renewals, replacements or extensions (“Landlord’s Mortgage”). Tenant shall attorn to the holder of any Landlord’s Mortgage or any party acquiring the Premises at any sale or other proceeding under any Landlord’s Mortgage provided the acquiring party assumes the obligations of Landlord under this Lease. Tenant shall promptly and in no event later than fifteen (15) days after request execute, acknowledge and deliver documents which the holder of any Landlord’s Mortgage may reasonably require as further evidence of this subordination and attornment. Notwithstanding the foregoing, Tenant’s obligations under this Section to subordinate in the future are conditioned on the holder of each Landlord’s Mortgage and each party acquiring the Premises at any sale or other proceeding under any such Landlord’s Mortgage not disturbing Tenant’s occupancy and other rights under this Lease, so long as no uncured Event of Default by Tenant exists. 22. NON-WAIVER. Landlord’s waiver of any breach of any provision contained in this Lease shall not be deemed to be a waiver of the same provision for subsequent acts of Tenant. The acceptance by Landlord of Rent or other amounts due by Tenant hereunder shall not be deemed to be a waiver of any previous breach by Tenant. 23. HOLDOVER. If Tenant shall, without the written consent of Landlord, remain in possession of the Premises and fail to return them to Landlord after the expiration or termination of the term, the tenancy shall be a holdover tenancy and shall be on a month-to-month basis, which may be terminated according to Washington law. During such tenancy, Tenant agrees to pay to Landlord 150% of the rate of rental last payable under this Lease, unless a different rate is agreed upon by Landlord. All other terms of the Lease shall remain in effect. Tenant acknowledges and agrees that this Section does not grant any right to Tenant to holdover, and that Tenant may also be liable to Landlord for any and all damages or expenses which Landlord may have to incur as a result of Tenant’s holdover. 24. NOTICES. All notices under this Lease shall be in writing and effective (i) when delivered in person or via overnight courier to the other party, (ii) three (3) days after being sent by registered or certified mail to the other party at the address set forth in Section 1; or (iii) upon confirmed transmission by facsimile to the other party at the facsimile numbers set forth in Section 1. The addresses for notices and payment of rent set forth in Section 1 may be modified by either party only by written notice delivered in conformance with this Section. 25. COSTS AND ATTORNEYS’ FEES. If Tenant or Landlord engage the services of an attorney to collect monies due or to bring any action for any relief against the other, declaratory or otherwise, arising out of this Lease, including any suit by Landlord for the recovery of Rent or other payments, or possession of the Premises, the losing party shall pay the prevailing party a reasonable sum for attorneys’ fees in such action, whether in mediation or arbitration, at trial, on appeal, and in any bankruptcy proceeding. 26. ESTOPPEL CERTIFICATES. Tenant shall, from time to time, upon written request of Landlord, execute, acknowledge and deliver to Landlord or its designee a written statement specifying the following, subject to any modifications necessary to make such statements true and complete: (i) the total rentable square footage of the Premises; (ii) the date the Lease term commenced and the date it expires; (iii) the Son Investments PO Box 1088 Woodinville, WA 98072 Phone: 425 503-0179 Fax: 425 822-3053 © Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form ST-NNN Single Tenant NNN Lease Rev. 3/2011 Page 13 of 21 LEASE AGREEMENT (Single Tenant For Entire Parcel - NNN) amount of minimum monthly Rent and the date to which such Rent has been paid; (iv) that this Lease is in full force and effect and has not been assigned, modified, supplemented or amended in any way; (v) that this Lease represents the entire agreement between the parties; (vi) that all obligations under this Lease to be performed by either party have been satisfied; (vii) that there are no existing claims, defenses or offsets which the Tenant has against the enforcement of this Lease by Landlord; (viii) the amount of Rent, if any, that Tenant paid in advance; (ix) the amount of security that Tenant deposited with Landlord; (x) if Tenant has sublet all or a portion of the Premises or assigned its interest in the Lease and to whom; (xi) if Tenant has any option to extend the Lease or option to purchase the Premises; and (xii) such other factual matters concerning the Lease or the Premises as Landlord may reasonably request. Tenant acknowledges and agrees that any statement delivered pursuant to this Section may be relied upon by a prospective purchaser of Landlord’s interest or assignee of any mortgage or new mortgagee of Landlord’s interest in the Premises. If Tenant shall fail to respond within ten (10) days to Landlord’s request for the statement required by this Section, Landlord may provide the statement and Tenant shall be deemed to have admitted the accuracy of the information provided by Landlord. 27. TRANSFER OF LANDLORD’S INTEREST. This Lease shall be assignable by Landlord without the consent of Tenant. In the event of any transfer or transfers of Landlord’s interest in the Premises, other than a transfer for collateral purposes only, upon the assumption of this Lease by the transferee, Landlord shall be automatically relieved of obligations and liabilities accruing from and after the date of such transfer, including any liability for any retained security deposit or prepaid rent, for which the transferee shall be liable, and Tenant shall attorn to the transferee. 28. LANDLORD’S LIABILITY. Anything in this Lease to the contrary notwithstanding, covenants, undertakings and agreements herein made on the part of Landlord are made and intended not as personal covenants, undertakings and agreements for the purpose of binding Landlord personally or the assets of Landlord but are made and intended for the purpose of binding only the Landlord’s interest in the Premises, as the same may from time to time be encumbered. In no event shall Landlord or its partners, shareholders, or members, as the case may be, ever be personally liable hereunder. 29. RIGHT TO PERFORM. If Tenant shall fail to timely pay any sum or perform any other act on its part to be performed hereunder, Landlord may make any such payment or perform any such other act on Tenant’s behalf. Tenant shall, within ten (10) days of demand, reimburse Landlord for its expenses incurred in making such payment or performance. Landlord shall (in addition to any other right or remedy of Landlord provided by law) have the same rights and remedies in the event of the nonpayment of sums due under this Section as in the case of default by Tenant in the payment of Rent. 30. HAZARDOUS MATERIAL. As used herein, the term “Hazardous Material” means any hazardous, dangerous, toxic or harmful substance, material or waste including biomedical waste which is or becomes regulated by any local governmental authority, the State of Washington or the United States Government, due to its potential harm to the health, safety or welfare of humans or the environment. Landlord represents and warrants to Tenant that, to Landlord’s knowledge without duty of investigation, there is no Hazardous Material on, in, or under the Premises as of the Commencement Date except as may otherwise have been disclosed to Tenant in writing before the execution of this Lease. If there is any Hazardous Material on, in, or under the Premises as of the Commencement Date which has been or thereafter becomes unlawfully released through no fault of Tenant, then Landlord shall indemnify, defend and hold Tenant harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses including without limitation sums paid in settlement of claims, attorneys’ fees, consultant fees Son Investments PO Box 1088 Woodinville, WA 98072 Phone: 425 503-0179 Fax: 425 822-3053 © Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form ST-NNN Single Tenant NNN Lease Rev. 3/2011 Page 14 of 21 LEASE AGREEMENT (Single Tenant For Entire Parcel - NNN) and expert fees, incurred or suffered by Tenant either during or after the Lease term as the result of such contamination. Tenant shall not cause or permit any Hazardous Material to be brought upon, kept, or used in or about, or disposed of on the Premises by Tenant, its employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees, except with Landlord’s prior consent and then only upon strict compliance with all applicable federal, state and local laws, regulations, codes and ordinances. If Tenant breaches the obligations stated in the preceding sentence, then Tenant shall indemnify, defend and hold Landlord harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses including, without limitation, diminution in the value of the Premises; damages for the loss or restriction on use of rentable or usable space or of any amenity of the Premises, or elsewhere; damages arising from any adverse impact on marketing of space at the Premises; and sums paid in settlement of claims, attorneys’ fees, consultant fees and expert fees incurred or suffered by Landlord either during or after the Lease term. These indemnifications by Landlord and Tenant include, without limitation, costs incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work, whether or not required by any federal, state or local governmental agency or political subdivision, because of Hazardous Material present in the Premises, or in soil or ground water on or under the Premises. Tenant shall immediately notify Landlord of any inquiry, investigation or notice that Tenant may receive from any third party regarding the actual or suspected presence of Hazardous Material on the Premises. Without limiting the foregoing, if the presence of any Hazardous Material brought upon, kept or used in or about the Premises by Tenant, its employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees, results in any unlawful release of any Hazardous Materials on the Premises or any other property, Tenant shall promptly take all actions, at its sole expense, as are necessary to return the Premises or any other property to the condition existing prior to the release of any such Hazardous Material; provided that Landlord’s approval of such actions shall first be obtained, which approval may be withheld at Landlord’s sole discretion. The provisions of this Section shall survive expiration or termination of this Lease. 31. QUIET ENJOYMENT. So long as Tenant pays the Rent and performs all of its obligations in this Lease, Tenant’s possession of the Premises will not be disturbed by Landlord or anyone claiming by, through or under Landlord. 32. MERGER. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, shall not work a merger and shall, at the option of Landlord, terminate all or any existing subtenancies or may, at the option of Landlord, operate as an assignment to Landlord of any or all of such subtenancies. 33. GENERAL. a. Heirs and Assigns. This Lease shall apply to and be binding upon Landlord and Tenant and their respective heirs, executors, administrators, successors and assigns. b. Brokers’ Fees. Tenant represents and warrants to Landlord that except for Tenant’s Broker, if any, described or disclosed in Section 35 of this Lease, it has not engaged any broker, finder or other person who would be entitled to any commission or fees for the negotiation, execution or delivery of this Lease and shall indemnify and hold harmless Landlord against any loss, cost, liability or expense incurred by Landlord as a result of any claim asserted by any such Son Investments PO Box 1088 Woodinville, WA 98072 Phone: 425 503-0179 Fax: 425 822-3053 © Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form ST-NNN Single Tenant NNN Lease Rev. 3/2011 Page 15 of 21 LEASE AGREEMENT (Single Tenant For Entire Parcel - NNN) broker, finder or other person on the basis of any arrangements or agreements made or alleged to have been made by or on behalf of Tenant. Landlord represents and warrants to Tenant that except for Landlord’s Broker, if any, described and disclosed in Section 35 of this Lease, it has not engaged any broker, finder or other person who would be entitled to any commission or fees for the negotiation, execution or delivery of this Lease and shall indemnify and hold harmless Tenant against any loss, cost, liability or expense incurred by Tenant as a result of any claim asserted by any such broker, finder or other person on the basis of any arrangements or agreements made or alleged to have been made by or on behalf of Landlord. c. Entire Agreement. This Lease contains all of the covenants and agreements between Landlord and Tenant relating to the Premises. No prior or contemporaneous agreements or understandings pertaining to the Lease shall be valid or of any force or effect and the covenants and agreements of this Lease shall not be altered, modified or amended to except in writing signed by Landlord and Tenant. d. Severability. Any provision of this Lease which shall prove to be invalid, void or illegal shall in no way affect, impair or invalidate any other provision of this Lease. e. Force Majeure. Time periods for either party’s performance under any provisions of this Lease (excluding payment of Rent) shall be extended for periods of time during which the party’s performance is prevented due to circumstances beyond such party’s control, including without limitation, fires, floods, earthquakes, lockouts, strikes, embargoes, governmental regulations, acts of God, public enemy, war or other strife. f. Governing Law. This Lease shall be governed by and construed in accordance with the laws of the State of Washington. g. Memorandum of Lease. Neither this Lease nor any memorandum or “short form” thereof shall be recorded without Landlord’s prior consent. h. Submission of Lease Form Not an Offer. One party’s submission of this Lease to the other for review shall not constitute an offer to lease the Premises. This Lease shall not become effective and binding upon Landlord and Tenant until it has been fully signed by both of them. i. No Light, Air or View Easement. Tenant has not been granted an easement or other right for light, air or view to or from the Premises. Any diminution or shutting off of light, air or view by any structure which may be erected on or adjacent to the Premises shall in no way effect this Lease or the obligations of Tenant hereunder or impose any liability on Landlord. j. Authority of Parties. Each party signing this Lease represents and warrants to the other that it has the authority to enter into this Lease, that the execution and delivery of this Lease has been duly authorized, and that upon such execution and delivery, this Lease shall be binding upon and enforceable against the party on signing. k. Time. “Day” as used herein means a calendar day and “business day” means any day on which commercial banks are generally open for business in the state where the Premises are situated. Any period of time which would otherwise end on a non-business day shall be extended to the next following business day. Time is of the essence of this Lease. Son Investments PO Box 1088 Woodinville, WA 98072 Phone: 425 503-0179 Fax: 425 822-3053 © Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form ST-NNN Single Tenant NNN Lease Rev. 3/2011 Page 16 of 21 LEASE AGREEMENT (Single Tenant For Entire Parcel - NNN) 34. EXHIBITS AND RIDERS. The following exhibits and riders are made a part of this Lease, and the terms thereof shall control over any inconsistent provision in the sections of this Lease: Exhibit A: Legal Description of the Property Exhibit B – Tenant Improvement Schedule CHECK THE BOX FOR ANY OF THE FOLLOWING THAT WILL APPLY. CAPITALIZED TERMS USED IN THE RIDERS SHALL HAVE THE MEANING GIVEN TO THEM IN THE LEASE. Rent Rider Arbitration Rider Letter of Credit Rider Guaranty of Tenant’s Lease Obligations Rider Option to Extend Rider 35. AGENCY DISCLOSURE. At the signing of this Lease, Landlord is represented by N/A (insert both the name of the Broker and the Firm as licensed) (the “Landlord’s Broker”), and Tenant is represented by N/A (insert both the name of the Broker and the Firm as licensed) (the “Tenant’s Broker”). This Agency Disclosure creates an agency relationship between Landlord, Landlord’s Broker (if any such person is disclosed), and any managing brokers who supervise Landlord’s Broker’s performance (collectively the “Supervising Brokers”). In addition, this Agency Disclosure creates an agency relationship between Tenant, Tenant’s Broker (if any such person is disclosed), and any managing brokers who supervise Tenant’s Broker’s performance (also collectively the “Supervising Brokers”). If Tenant’s Broker and Landlord’s Broker are different real estate licensees affiliated with the same Firm, then both Tenant and Landlord confirm their consent to that Firm and both Tenant’s and Landlord’s Supervising Brokers acting as dual agents. If Tenant’s Broker and Landlord’s Broker are the same real estate licensee who represents both parties, then both Landlord and Tenant acknowledge that the Broker, his or her Supervising Brokers, and his or her Firm are acting as dual agents and hereby consent to such dual agency. If Tenants’ Broker, Landlord’s Broker, their Supervising Brokers, or their Firm are dual agents, Landlord and Tenant consent to Tenant’s Broker, Landlord’s Broker and their Firm being compensated based on a percentage of the rent or as otherwise disclosed on the attached addendum. Neither Tenant’s Broker, Landlord’s Broker nor either of their Firms are receiving compensation from more than one party to this transaction unless otherwise disclosed on an attached addendum, in which case Landlord and Tenant consent to such compensation. Landlord and Tenant confirm receipt of the pamphlet entitled “The Law of Real Estate Agency.” 36. BROKER PROVISIONS. LANDLORD’S BROKER, TENANT’S BROKER AND THEIR FIRMS HAVE MADE NO REPRESENTATIONS OR WARRANTIES CONCERNING THE PREMISES; THE MEANING OF THE TERMS AND CONDITIONS OF THIS LEASE; LANDLORD’S OR TENANT’S FINANCIAL STANDING; ZONING OR COMPLIANCE OF THE PREMISES WITH APPLICABLE LAWS; SERVICE OR CAPACITY OF UTILITIES; OPERATING COSTS; OR HAZARDOUS MATERIALS. LANDLORD AND TENANT ARE EACH ADVISED TO SEEK INDEPENDENT LEGAL ADVICE ON THESE AND OTHER MATTERS ARISING UNDER THIS LEASE. Buddy 9/8/14 10:15 AM Deleted: COMMISSION AGREEMENT. If Landlord has not entered into a listing agreement (or other compensation agreement with Landlord’s Broker), Landlord agrees to pay a commission to Landlord’s Broker (as identified in the Agency Disclosure paragraph above) as follows: $ % of the gross rent payable pursuant to the Lease $ per square foot of the Premises Other Landlord’s Broker shall shall not (shall not if not filled in) be entitled to a commission upon the extension by Tenant of the Lease term pursuant to any right reserved to Tenant under the Lease calculated as provided above or as follows (if no box is checked, as provided above). Landlord’s Broker shall shall not (shall not if not filled in) be entitled to a commission upon the extension by Tenant of the Lease term pursuant to any right reserved to Tenant under the Lease calculated as provided above or as follows (if no box is checked, as provided above). Landlord’s Broker shall shall not (shall not if not filled in) be entitled to a commission upon any expansion of Premises pursuant to any right reserved to Tenant under the Lease, calculated as provided above or as follows (if no box is checked, as provided above). Any commission shall be earned upon execution of this Lease, and paid one-half upon execution of the Lease and one-half upon occupancy of the Premises by Tenant. Landlord’s Broker shall pay to Tenant’s Broker (as identified in the Agency Disclosure paragraph above) the amount stated in a separate agreement between them or, if there is no agreement, $ or % (complete only one) of any commission paid to Landlord’s Broker, within five (5) days after receipt by Landlord’s Broker. If any other lease or sale is entered into between Landlord and Tenant pursuant to a right reserved to Tenant under the Lease, Landlord shall shall not (shall not if not filled in) pay an additional commission according to any commission agreement or, in the absence of one, according to the commission schedule of Landlord’s Broker in effect as of the ... [2] Son Investments PO Box 1088 Woodinville, WA 98072 Phone: 425 503-0179 Fax: 425 822-3053 © Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form ST-NNN Single Tenant NNN Lease Rev. 3/2011 Page 17 of 21 LEASE AGREEMENT (Single Tenant For Entire Parcel - NNN) IN WITNESS WHEREOF this Lease has been executed the date and year first above written. LANDLORD: TENANT: LANDLORD: TENANT: BY: BY: ITS: ITS: Son Investments PO Box 1088 Woodinville, WA 98072 Phone: 425 503-0179 Fax: 425 822-3053 © Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form ST-NNN Single Tenant NNN Lease Rev. 3/2011 Page 18 of 21 LEASE AGREEMENT (Single Tenant For Entire Parcel - NNN) STATE OF WASHINGTON COUNTY OF ____________ ss. I certify that I know or have satisfactory evidence that ________________________ is the person who appeared before me and said person acknowledged that ____________________ signed this instrument, on oath stated that _______________________________________ was authorized to execute the instrument and acknowledged it as the ___________________ of _____________________ to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated this _________________________ day of _________________________, 20___. (Signature of Notary) (Legibly Print or Stamp Name of Notary) Notary public in and for the state of Washington, residing at My appointment expires STATE OF WASHINGTON COUNTY OF ____________ ss. I certify that I know or have satisfactory evidence that ________________________ is the person who appeared before me and said person acknowledged that ____________________ signed this instrument, on oath stated that _______________________________________ was authorized to execute the instrument and acknowledged it as the ___________________ of _____________________ to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated this _________________________ day of _________________________, 20___. (Signature of Notary) (Legibly Print or Stamp Name of Notary) Notary public in and for the state of Washington, residing at My appointment expires Son Investments PO Box 1088 Woodinville, WA 98072 Phone: 425 503-0179 Fax: 425 822-3053 © Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form ST-NNN Single Tenant NNN Lease Rev. 3/2011 Page 19 of 21 LEASE AGREEMENT (Single Tenant For Entire Parcel - NNN) STATE OF WASHINGTON COUNTY OF ____________ ss. I certify that I know or have satisfactory evidence that ________________________ is the person who appeared before me and said person acknowledged that ____________________ signed this instrument, on oath stated that _______________________________________ was authorized to execute the instrument and acknowledged it as the ___________________ of _____________________ to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated this _________________________ day of _________________________, 20___. (Signature of Notary) (Legibly Print or Stamp Name of Notary) Notary public in and for the state of Washington, residing at My appointment expires STATE OF WASHINGTON COUNTY OF ____________ ss. I certify that I know or have satisfactory evidence that ________________________ is the person who appeared before me and said person acknowledged that ____________________ signed this instrument, on oath stated that _______________________________________ was authorized to execute the instrument and acknowledged it as the ___________________ of _____________________ to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated this _________________________ day of _________________________, 20___. (Signature of Notary) (Legibly Print or Stamp Name of Notary) Notary public in and for the state of Washington, residing at My appointment expires Son Investments PO Box 1088 Woodinville, WA 98072 Phone: 425 503-0179 Fax: 425 822-3053 © Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form ST-NNN Single Tenant NNN Lease Rev. 3/2011 Page 20 of 21 LEASE AGREEMENT (Single Tenant For Entire Parcel - NNN) Exhibit A EXHIBIT A [Legal Description of the Property] Description of property to be leased 18824 Smokey Point Blvd, Unit No. 4, a 3500 Square Foot ground level commercial space. Parcel No.011006000000400 Section 17 Township 31 Range 05 Quarter SW Smokey Point Warehouse Condominium Unit No. Four TGW 9.72% INT in Com areas and FAC as DECL in AFN 200806100259 In addition to the property described, Tenant receives exclusive use of the nine most Northern parking stalls along the West fence line. Stalls to be identified as Fire Department use only by the tenant and will remain as part of the lease space for the duration of this lease agreement. Tenant shall also require clear and unrestricted access in all common driveway areas. If at any time during the course of this lease agreement, the tenant believes the emergency access is compromised, the landlord agrees to identify these areas as Fire Lanes and mark them appropriately . Tenant will abide by the binding site plan and the city ordinance Son Investments PO Box 1088 Woodinville, WA 98072 Phone: 425 503-0179 Fax: 425 822-3053 © Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form ST-NNN Single Tenant NNN Lease Rev. 3/2011 Page 21 of 21 LEASE AGREEMENT (Single Tenant For Entire Parcel - NNN) EXHIBIT B [Tenant Improvement Schedule (Landlord’s Work)] 1. Tenant Improvements to be Completed by Landlord N/A 2. Tenant Improvements to be Completed by Tenant N/A ADDENDUM/AMENDMENT TO CITY OF ARLINGTON LEASE The following is part of the Commercial Lease Agreement dated October 1, 2016, Between Son Investments LLC And City of Arlington regarding the lease of the Property known as: 18824 Smokey Point Blvd, Unit No. 4 IT IS AGREED BETWEEN THE LANDLORD AND TENANT AS FOLLOWS: INSURANCE: The tenant is self-insured as a member of the Washington Cities Insurance Authority. The tenant shall provide the landlord with evidence of said self insurance in a form reasonably acceptable to the landlord and shall maintain, during the term of the lease, sufficient coverage to insure the building and its contents and maintain liability protection not less than the current limits. Tenant shall notify landlord at least 30 days in advance of any termination or substantial changes in the landlords level of self insurance. NNN Charges: $614.40 per month. The Property Tax for Year 1 is $4, 576.76 which is $381.40 per month. HOA dues for year 1 will be $233.00 per month The HOA dues and property taxes for the following years of this lease will be presented to the tenant by the landlord prior to the beginning of each new year if there are any changes. . AGENT (COMPANY):______________________________________ By: ___________________________________________ ALL OTHER TERMS AND CONDITIONS of said Agreement remain unchanged. INITIALS: Tenant/Lessee: _______________ Date_______________ Tenant/Lessee: ________________ Date _______________ Landlord/Lessor _______________ Date_______________ Landlord/Lessor _______________ Date_______________ Son Investments PO Box 1088 Woodinville, WA 98072 Phone: 425 503-0179 Fax: 425 822-3053 © Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form RR Rent Rider Rev. 1/2011 Page 1 of 1 RENT RIDER CBA Text Disclaimer: Text deleted by licensee indicated by strike. New text inserted by licensee indicated by small capital letters. INITIALS: LANDLORD ______________DATE ___________________TENANT ________________DATE ___________________ LANDLORD ______________DATE ___________________TENANT ________________DATE ___________________ This Rent Rider (“Rider”) is a part of the lease agreement dated October 1, 2016 (the “Lease”) between Son Investments LLC (“Landlord”) and City of Arlington (“Tenant”) concerning the space commonly known as 18824 Smokey Point Blvd ,Unit No. 4 (the “Premises”), located at the property commonly known as 18824 Smokey Point Blvd, Arlington, Wa 98223, Unit No. 4 (the “Property”). 1. BASE MONTHLY RENT SCHEDULE. Tenant shall pay Landlord base monthly rent during the Lease Term according to the following schedule: Lease Year (Stated in Years or Months) Base Monthly Rent Amount Year One $3,157.00 + NNN Year Two $3,252.00 + NNN $ $ $ SEE ADDENDUM FOR NNN CHARGE City of Arlington Council Agenda Bill Item: NB #1 Attachment E COUNCIL MEETING DATE: September 19, 2016 SUBJECT: 2017 – 2018 Budget Discussion ATTACHMENTS: None DEPARTMENT OF ORIGIN Finance; Kristin Garcia – Finance Director 360-403-3431 EXPENDITURES REQUESTED: N/A BUDGET CATEGORY: N/A LEGAL REVIEW: DESCRIPTION: A PowerPoint presentation will be given to provide an overview of the City’s special revenue, capital project, and enterprise funds. HISTORY: A presentation was held on August 22, 2016 reviewing general fund revenues for the 2017-2018 budget. A presentation was also held on September 12, 2016 reviewing general fund expenses for the 2017-2018 budget. ALTERNATIVES No presentation. Defer presentation to another date. RECOMMENDED MOTION: Discussion only. City of Arlington Council Agenda Bill Item: NB #2 Attachment F COUNCIL MEETING DATE: July 18, 2016 SUBJECT: Interlocal Agreement with Fire Protection District #21 for Fire & EMS Services ATTACHMENTS: Interlocal Agreement for Emergency Medical and Fire Services and Settlement Agreement Regarding 2015-2017 Services. DEPARTMENT OF ORIGIN Executive EXPENDITURES REQUESTED: N/A BUDGET CATEGORY: LEGAL REVIEW: DESCRIPTION: The City of Arlington and Fire District 21 have negotiated an extension of the service agreement to provide Emergency Medical Services and mutual aid within the District 21 service area. The proposed agreement states that District 21 pay the balance in full for services provided in 2015 by the City of Arlington. At the execution of the agreement, the City will continue to provide Basic Life Support (BLS) and Advanced Life Support (ALS) service through 2017 for 80% of the EMS tax levy receipts collected by District 21. This agreement will end on December 31, 2017. District 21 Commissioners approved the interlocal agreement at their meeting on September 14, 2016. HISTORY: The City of Arlington provided Fire and Emergency Medical Services to Fire District 21 through a service agreement that expired in December of 2014. The City has continued to provide the services while negotiating a new agreement. ALTERNATIVES RECOMMENDED MOTION: I move to approve the Interlocal Agreement with Fire Protection District #21 for Emergency Medical and Fire Services and Settlement Agreement Regarding 2015-2017 Services and authorize the Mayor to sign the agreement. INTERLOCAL AGREEMENT FOR EMERGENCY MEDICAL AND FIRE SERVICES AND SETTLEMENT AGREEMENT REGARDING 2015-2017 SERVICES (1) Parties. The Parties to this Agreement (the “Agreement”) are the City of Arlington, State of Washington (“Arlington”), a municipal corporation, and Snohomish County Fire Protection District No. 21, a Washington municipal corporation, hereinafter referred to as the “District.” (2) Purpose. Arlington maintains and operates emergency medical services (EMS) vehicles in accordance with Chapters 18.71 and 18.73 RCW and Chapter 246-976 WAC. Said vehicles are staffed by emergency medical technicians, paramedics, and other Personnel by law. The purpose of this Agreement is to (1) establish the terms under which Arlington will provide the services of emergency medical technicians and other personnel within the boundaries of the District, (2) to establish the terms for Arlington’s relinquishment of its BLS license within District 21 and (3) to resolve a disagreement regarding the District’s payment for 2015 services. (3) Term. The term of this agreement shall be for two years, commencing January 1, 2016, and terminating on December 31, 2017. (4) ALS Duties of Arlington. During the term of this Agreement, Arlington shall furnish advanced life support services to all persons within the geographical boundaries of the District (“Services”). The emergency medical services shall be rendered on the same basis as such services are rendered to persons within the city limits of Arlington, but Arlington assumes no liability for failure to provide such services by reason of any circumstances beyond its control. (5) Arlington to Comply with Statutes. It shall be the duty of Arlington during the Agreement to provide vehicles and personnel conforming to the statutory and regulatory requirements of Chapter 18.71 and 18.73 RCW and Chapter 246-976 WAC. (6) State Certification Required. In the event for any reason Arlington shall lose its required state certification of its medical services vehicles and personnel and therefore become unable to perform the services required of it under this Agreement, it shall immediately notify the District. During the period of such discontinuance of service, the annual payment to be made by the District under Paragraph 15, below, shall be reduced by 1/365th for each day or portion thereof that Arlington is unable to perform such services. (7) Arlington as Administrator. Arlington shall provide the administration necessary to supervise the Services subject to its duties to report to the District as set forth below. (8) Assignment of Personnel and Equipment. Arlington shall be responsible for the supervision, employment, termination, assignment and stationing of all personnel and equipment required to perform the Services. Arlington and District recognize and agree that overall incident command at emergency fire scenes outside of the City limits will be controlled by the highest ranking officer at the emergency scene. Arlington and District recognize and agree that at EMS incident command at emergency medical services scenes will be controlled by the highest ranking officer at the emergency scene. (9) Payment for 2016 and 2017 ALS Services. District shall transfer to Arlington for the ALS services to be provided by Arlington in 2016 and 2017 a sum equal to sixty-five percent (65.0%) of all EMS tax levy receipts received by District. Payment shall be by monetary payments by said District on June 15 and December 15 of each year, with the first semi-annual payment for 2016 to occur within thirty (30) days after ratification of this agreement by both parties. (10) Payment for 2016 and 2017 BLS services. District shall transfer to Arlington for the BLS services to be provided by Arlington in 2016 and 2017 a sum equal to fifteen percent (15.0%) of all EMS tax levy receipts received by District. Payment shall be by monetary payments by said District on June 15 and December 15 of each year, with the first semi-annual payment for 2016 to occur within thirty (30) days after ratification of this agreement by both parties. (11) Payment for 2016 and 2017 Fire Services. Arlington shall respond to fire calls within District 21 in 2016 and 2017 and the District shall respond to fire calls within Arlington in 2016 and 2017 on a “Mutual Aid” basis without the payment for fire services. If at any time Arlington or the District believes that it is providing a disproportionate amount of fire service to the other party, it shall so notify the other party and if the parties are unable to reach agreement, the party receiving the disproportionate amount of services shall pay to the other party for fire calls rendered after the date of notice the sum of three hundred fifty dollars ($350.00) per fire call, within thirty (30) days of said call. (12) Liability. Each of the Parties to this Agreement shall, at all times, be solely responsible for the acts or failure to act of its personnel only, and shall save and hold the other Parties and their personnel harmless from all costs, expenses, losses, and damages, including costs of defense, incurred as a result of any acts or omissions or the Party’s personnel relating to the performance of this Agreement. (13) Insurance. Arlington shall provide insurance coverage for operations conducted under this Agreement. This agreement shall include all risk property insurance, insuring Arlington’s equipment and building required for the provision of services under this Agreement; general liability insurance, including errors and omissions coverage, with policy limit of $5,000,000.00; complete auto insurance, including comprehensive and collision coverage; and liability coverage with policy limits of $5,000,000.00. Participation in a self-insurance pool with equivalent coverages shall satisfy the requirement of this paragraph. (14) Resolution of Disagreement Regarding Payment for 2015 ALS and Fire Services. As further consideration for this agreement, the parties agree to resolve all disputes regarding EMS and fire services provided during 2015 by Arlington to District pursuant to this paragraph 14. (a) The District agrees to and has paid to Arlington the total sum of $282,332.23 for 2015 ALS services and $8,400.00 for 2015 fire services, for a total of $290,732.23, which payment shall be payment in full of all sums owing and in full settlement of all claims by and between each of the parties against the other relating to the provision by Arlington of EMS and fire services to the District during 2015. (b) The District and Arlington, each on behalf of themselves, their officers, elected officials, successors and assigns agree to release any and all claims, actions or causes of actions, and waive their rights to the same, arising out of or relating to the provision of EMS and fire services by Arlington to District in 2015. Except for enforcement of this Agreement, and as otherwise provided in this Agreement, all legal and equitable issues between and among the parties relating to EMS and fire services by Arlington to District which were raised or which could have been raised by and between the parties are deemed fully and finally resolved. (15) Relinquishment of BLS license by Arlington. As further consideration for this agreement, Arlington agrees to take all steps reasonably necessary to relinquish Arlington’s basic life support (BLS) license for trauma response within District 21 as of the end of this agreement on December 31, 2017, and shall not oppose District 21’s effort to secure a BLS license from the Department of Health to provide trauma verified BLS services in District 21. The parties agree that during 2016 and 2017, the City of Arlington shall be primary responders to BLS incidents occurring within District 21, and District 21 shall be backup responders to BLS incidents occurring within District 21, in exchange for the payment described in paragraph (10) above. An additional condition of this relinquishment shall be an understanding that the parties will work with SNOPAC to ensure that District 21’s closest available unit or units other than City units shall be primary responders to BLS incidents occurring within District 21 commencing on January 1, 2018, except as otherwise agreed in writing between the parties. Neither party shall request changes to run cards or dispatch priority without advance written notice to the other party. (16) Reopener if License Denied. In the event the Department of Health denies a license to District 21 for provision of trauma verified BLS, then, in the event District 21 continues to receive BLS services from Arlington, District 21 shall pay to Arlington the fair cost of providing said service. Pending either agreement or a determination of the fair cost of providing said service, District 21 shall continue to pay to Arlington effective January 1, 2018 a sum as calculated and at the times pursuant to paragraph (10), above, for the continued provision of BLS services in addition to the sums paid under paragraph 9 for ALS services, except to the extent otherwise agreed in writing; provided, however, that this provision shall not constitute an acknowledgement by Arlington or District 21 that said sum represents fair compensation for the cost of providing said BLS services. The parties agree to negotiate in good faith any disagreement regarding the determination of the fair cost of providing said BLS service and any changes to such payments and agree that if necessary the dispute shall be submitted to mediation followed by binding arbitration with a mediator to be agreed between the parties or, in the absence of agreement, to be appointed by the Superior Court. (17) Modification. This Agreement represents the entire agreement between the Parties. No attempted waiver of any of the provisions of this Agreement shall be binding on any Party unless executed in writing by an authorized representative of said Party. The Agreement shall not be modified, supplemented or otherwise affected by the course of dealing between the Parties, and shall only be modified by written agreement of all Parties. (18) Benefits. This Agreement is entered into for the benefit of the Parties hereto only and shall confer no benefits, direct or implied, on any third persons. (19) Notices. All notices, requests, demands and other communications required by this Agreement shall be in writing, and, except as expressly provided elsewhere in this Agreement, shall be deemed to have been given at the time of delivery if personally delivered or at the time of mailing if mailed by first class, postage pre-paid and addressed to the receiving Party at the address as stated below or at such address as any Party may designate at any time in writing. (20) Multiple Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be considered an original. Executed counterparts shall be kept on file in the Arlington City Clerk’s office. A signed document shall be recorded with the county auditor and/or posted on the Arlington web site as required by RCW 39.34.040. DATED this ______day of ______________, 2016. CITY OF ARLINGTON ______________________________ Barbara Tolbert, Mayor Address for notice purposes: 238 N. Olympic Avenue Arlington, WA. 98223 ATTEST: ______________________________ Kristin Banfield, City Clerk APPROVED AS TO FORM: ______________________________ Steven J. Peiffle, City Attorney SNOHOMISH COUNTY FIRE PROTECTION DISTRICT NO.21 By:______________________________ James Strago, Commissioner By:______________________________ Dan Britton, Commissioner By:______________________________ Eric Nordstrom, Commissioner Address for notice purposes: 12131 228th St. NE P.O. Box 275 Arlington, WA 98223 APPROVED AS TO FORM: ______________________________ Brian K. Snure, Attorney for District 21 City of Arlington Council Agenda Bill Item: NB #3 Attachment G COUNCIL MEETING DATE: September 19, 2016 SUBJECT: Request for authorization to apply for City of Arlington Tourism/Economic Development Grant ATTACHMENTS: None DEPARTMENT OF ORIGIN Recreation EXPENDITURES REQUESTED: 0 BUDGET CATEGORY: N/A LEGAL REVIEW: DESCRIPTION: Requesting authorization to apply for: 1. Olympic Avenue Sound System Phase II $6,000 2. Arlington Eagle Festival $5,200 3. Summer Outdoor Entertainment Series $7,900 Total Request for Hotel Motel Tax Fund: 19,100 HISTORY: 1. In 2016, Snohomish County Tourism Grant awarded funds towards a sound system could deliver music and announcements in downtown, promoting a tourism shopping experience. This money covered the base unit, but we still need to purchase speakers. We are applying for one speaker in this grant 2. The Eagle Festival is an annual event to bring tourists to Arlington, previously funded by this grant. 3. Annual summer entertainment events have also been previously funded by this grant. Includes Shakespeare in the Park, Street Fair entertainment, Outdoor Movies, and Music in the Park. City of Arlington Council Agenda Bill Item: NB #3 Attachment G ALTERNATIVES Deny full or partial requests to apply for funding. RECOMMENDED MOTION: I move to authorize staff to apply for the City of Arlington Tourism/Economic Development Grants. City of Arlington Council Agenda Bill Item: NB #4 Attachment H COUNCIL MEETING DATE: September 19, 2016 SUBJECT: Arlington Municipal Code Amendment – Section 2.52.010 Planning Commission ATTACHMENTS: Proposed (draft) ordinance Change DEPARTMENT OF ORIGIN Community & Economic Development EXPENDITURES REQUESTED: -0- BUDGET CATEGORY: N/A LEGAL REVIEW: DESCRIPTION: The current Arlington Municipal Code Section 2.52.010, regarding Planning Commission Membership requires a city planning commission consisting of seven members. The proposed change would allow the membership to be reduced to five members. There is no minimum or maximum number of members outlined in RCW 35A.63. HISTORY: The Planning Commission has historically struggled with maintaining a full membership of seven members. This has caused challenges with rapid turn-over rates, learning/training curves, and frequent interview processes. Also, having a seven member board requires four members to be present to constitute a quorum and conduct business. We have encountered many occasions where a quorum wasn’t present and the meeting and or public hearing could not be conducted. This causes unnecessary delays to the customer, wasted time for commission members and staff, and unnecessary costs in having to republish and advertise hearings notices. Both Planning Commission and staff feel that reducing the membership to five would provide for a better functionality. ALTERNATIVES Approve staff’s recommendation with modifications Table staff’s recommendation Deny staff’s recommendation RECOMMENDED MOTION: I move to approve the amendment to Arlington Municipal Code Section 2.52.010, regarding Planning Commission membership, and authorize the Mayor to sign the ordinance. ORDINANCE NO. 2016-XXX 1 ORDINANCE NO. 2016--XXX AN ORDINANCE OF THE CITY OF ARLINGTON, WASHINGTON WHEREAS, the City of Arlington is authorized to adopt ordinances for the general welfare of its citizens and the administration of City business; and WHEREAS, the City wishes to amend provisions relating to its Planning Commission to change the number of Planning commissioners; and WHEREAS, the City Council deems updating the provisions of the Municipal Code to be in the best interests of its citizens; NOW, THEREFORE, the City Council of the City of Arlington, Washington do hereby ordain as follows: Section 1. Arlington Municipal Code section 2.52.010 is hereby amended to read as follows: 2.52.010 Planning Commission Created – Membership –Terms of office. Pursuant to RCW Chapter 35A.63, there is created a city planning commission, consisting of five members, who shall be appointed by the mayor and confirmed by the council. The term of office of each new member appointed (except those appointed to fill unexpired terms) shall be for six years. No member of the commission shall hold office or be appointed as an ex officio member by virtue of office held in the city. Section 2. Effective Date. The title of this ordinance which summarizes the contents shall be published in the official newspaper of the City. The ordinance shall take effect and be in full force five (5) days after the date of publication. PASSED BY the City Council and APPROVED by the Mayor this _____ day of ______________________, 2016. CITY OF ARLINGTON _______________________________ Barbara Tolbert, Mayor ORDINANCE NO. 2016-XXX 2 Attest: __________________________ Kristin Banfield, City Clerk Approved as to form: __________________________ Steven J. Peiffle City Attorney City of Arlington Council Agenda Bill Item: NB #5 Attachment I COUNCIL MEETING DATE: September 19, 2016 SUBJECT: Lodging Tax Advisory Committee Appointment ATTACHMENTS: Redacted applications of Matthew Rosenthal and Thomas So DEPARTMENT OF ORIGIN Finance; Kristin Garcia – Finance Director 360-403-3431 EXPENDITURES REQUESTED: N/A BUDGET CATEGORY: N/A LEGAL REVIEW: DESCRIPTION: The city received two applications for the lodging tax advisory committee. Interviews were held and the committee is making a recommendation to the Mayor to appoint both candidates. The appointment is for a two year term. In addition, a change in appointment of the chairperson of the lodging tax committee is also being requested. Chris Raezer is currently serving as chair of the committee and has served on the committee for several years. The change in chairperson would be from Chris Raezer to Jesica Stickles. The council is being asked to confirm the mayor’s appointment of Matthew Rosenthal and Thomas So to the lodging tax committee and to confirm appointment of Jesica Stickles as chair of the committee. HISTORY: State law requires that the LTAC be comprised of an equal number of representatives from those entities that collect the tax (hoteliers) and those that receive tax (grant awardees). Both hotelier positions became vacant April 30, 2016. A letter was sent to all hotels in the Arlington area notifying anyone of interest that applications for the committee were available. ALTERNATIVES Reject interview committees’ recommendation. RECOMMENDED MOTION: I move to confirm the appointment of Matthew Rosenthal and Thomas So to the Lodging Tax Advisory Committee and appoint Jesica Stickles as chairperson. Matthew Rosenthal ✔ (Attach page for additional space) I have a B.S. in Hospitality Management with a minor in Accounting from Widener University in Chester, PA. I graduated in 2004 Cum Laude. I have 20 years of lodging and hospitality experience ranging in full service resort hotels to limited service. My wife and I moved to the Pacific North West to take advantage of the hiking, kayaking, camping and backpacking our area has to offer. We fell in love with this area while making our way up to Alaska 10 years for one of our adventures and decided to move our hear about 3 years ago. I see Arlington as a hub for adventurers who visit the area. It is a great home base to explore the cascades, the Pacific Crest Trail, the Centennial Trail as well as the islands. I would love the opportunity to be a part of this board to ensure we are focusing on putting our tax dollars towards groups who are driving business our way. Lodging Tax applicants must attach a letter of support from the organization they are representing. 1111 Cleveland Avenue, Suite 201 Mount Vernon, WA 98273 Tel: 360.404.2117 Fax: 360.404.2055 www.hotelservicesgroup.com March 16, 2016 To Whom It May Concern, It is our understanding that Matthew Rosenthal has applied to represent the Best Western Plus on the Arlington Lodging Tax Advisory Committee. As the Management Company for the Best Western Plus we strongly support Matthew’s involvement in the community and are very much in support of his participation on the LTAC. Please feel free to contact me with any questions. Sincerely yours, Andy Tift VP, Operations Hotel Services Group, LLC Kwang H. So (Thomas) ✔ 8/10/2016 (Attach page for additional space) Medallion Hotel Lodging Tax applicants must attach a letter of support from the organization they are representing.         From: thomas.so@purehospitality.net [mailto:thomas.so@purehospitality.net]   Sent: Sunday, August 21, 2016 10:11 AM  To: Kristin Garcia <kgarcia@arlingtonwa.gov>  Subject: RE: City of Arlington ‐ Application for lodging tax advisory committee  Good Morning, My name is Thomas So, VP Business Development of the JS Group INC which took over the Medallion Hotel Arlington on 10 JUN 2016. I have a background in Hotel Management with over 20 years of experience working at Starwood, Choice, Wyndham, Best Western, Marriott, and Intercontinental Hotels. I am also certified hotel administrator (CHA) designee by the American Hotel Lodging Educational Institute. Thank you, Thomas So, CHA President & CEO, Pure Hospitality LLC VP Business Development, JS Group INC 16710 Smokey Point Boulevard Arlington, WA 98223 Direct (425) 440-9348 Mobile (425) 305-6707