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HomeMy WebLinkAbout15-099 - Tukwila Police Guild - Memorandum of Understanding / Fitness Facility 15-099 Council Approval 5/4/15 MEMORANDUM OF UNDERSTANDING BY AND BETWEEN THE CITY OF TUKWILA, WASHINGTON, AND THE TUKWILA POLICE OFFICERS GUILD This Memorandum of Understanding ("MOU") is by and between the Tukwila Police Officers' Guild ("Guild") and the City of Tukwila, a Washington municipal corporation ("City") (collectively, the "Parties"), and is intended to outline the responsibilities of the Parties as they relate to the Andover Executive Park Lease By and Between NCWP-Andover Executive Park, LLC, Landlord, and Tukwila Police Officers Guild and City of Tukwila, Tenant ("Lease"). WHEREAS, the property that is subject to the Lease is to be used as a fitness facility by TPD Officers and Guild members; and WHEREAS, the City and Guild are joint tenants under the Lease and are jointly obligated to the terms and conditions set forth therein; and AGREEMENT: NOW, THEREFORE, the Parties agree as follows: 1. Each Party shall pay fifty (50) percent of any prepaid rent and security deposit due under the Lease. Any refund of such funds shall be split equally between the Parties. 2. Each Party shall pay fifty (50) percent of the monthly rental expenses, including base rent, additional rent, and any utility charges. Each Party shall pay their half of such expenses directly to the Landlord. 3. Each Party shall be responsible for fifty (50) percent of the cost of maintenance of the premises and/or any alterations made to the Premises. The Parties shall agree on all required maintenance and alteration. 4. The City agrees to hold harmless, indemnify, and defend the TPOG for any claims arising from the City's breach of any provision of the Lease, including the City's failure to timely pay its half of any expenses incurred pursuant to the Lease. TPOG agrees to hold harmless, indemnify, and defend the City from any claims arising from TPOG's breach of any provision of the Lease, including TPOG's failure to timely pay its half of expenses incurred pursuant to the Lease. 5. Each Party agrees to provide the other Party with a copy of any notice received pursuant to the Lease within 3 business days of receipt of such notice. If either Party provides notice to the Landlord, that Party shall provide a copy of such notice to the other Party, as well. 6. The Lease and this MOU constitute the entire agreement and understanding between the Parties as to this issue. The Parties acknowledge and agree that the Lease and this MOU are temporary in nature, and that they do not establish any permanent benefits, including but not -1- ,4 oka.D✓f6 limited to provision of a fitness facility. All prior agreements except the Lease, or other understandings, whether oral or written, are superseded by and merged into this MOU and cannot be used as evidence of the Parties' intent herein. As both Parties have been fully involved in drafting this MOU, neither side may argue that the MOU should be construed against its drafter if a dispute arises. If any provision herein is deemed invalid, the other provisions (including the valid part of a partly invalid provision) shall continue in full force and effect. This MOU may not be amended or modified except in writing mutually agreed upon by the Parties. Any waiver by any party of a breach of any provision of this MOU shall not operate or be construed as a waiver of any subsequent breach by any party. No provision of this MOU shall be deemed waived except as set forth in writing by the Parties. Neither party may assign any right or delegate any duties hereunder without the prior written consent of the other party. This MOU has been entered into and shall be construed under the laws of the State of Washington without regard to its conflict of laws principles. IN WITNESS WHEREOF, the Parties have executed this Memorandum of Understanding effective as of this 13 day of � 2015. CITY OF TUKWILA, TUKWILA POLICE OFFICERS GUILD a Washington municipal corporation g B ' `�� B y. By: Ji�� aggerton, John Per :dent ∎/ ., or Date: /;° , 2015 Date: �- 1 ,.2015 APPROVED AS TO FORM 4 Rac el B. Turpin, City Attorney -2-