Loading...
HomeMy WebLinkAboutReg 2013-10-07 Item 6 - Lease Agreement - Satellite Visitor Center at Southcenter Mall with Wesfield Property ManagementCOUNCIL AGENDA SYNOPSIS Meeting Date Prepared by M. 'or's review Council review 4/1 10/07/13 DCS i Motion Date 10/7/13 Resolution AltsDate Ordinance Mtg Date — Bid Award Mtg Date Public Hearing Mg Date Other Mtg Date Mtg SPONSOR Council FIR — DCD Finance .Fire IT Police PlF W Mayor SPONSOR'S Staff seeks approval to open a visitor information center in a kiosk in Westfield Mall. SUMMARY Council is being asked to consider and approve a lease and designate $100,000 from lodging tax to be included as a 2013-14 budget amendment ITEM INFORMATION ITEM No. 6 265 STAFF SPONSOR: DEREK SPECK ORIGINAL AGENDA DATE: 10/07/13 AGENDA ITEM TITLE Satellite Visitor Information Center CATEGORY Discussion Mtg Date 10/7/13 Motion Date 10/7/13 Resolution AltsDate Ordinance Mtg Date — Bid Award Mtg Date Public Hearing Mg Date Other Mtg Date Mtg SPONSOR Council FIR — DCD Finance .Fire IT Police PlF W Mayor SPONSOR'S Staff seeks approval to open a visitor information center in a kiosk in Westfield Mall. SUMMARY Council is being asked to consider and approve a lease and designate $100,000 from lodging tax to be included as a 2013-14 budget amendment REVIEWED BY COW Mtg. CA&P Cmte Z F&S Cmte Transportation Cmte fl Utilities Cmte — Arts Comm. 1 Parks Comm. Planning Comm. DATE: 09/04/13 COMMITTEE CHAIR: ROBERTSON RECOMMENDATIONS: SPONSOR/ADMIN. COMMITTEE Mayor's Office Unanimous Approval; Forward to Regular/Special Meeting COST IMPACT / FUND SOURCE EXPENDITURE REQUIRED AMOUNT BUDGETED APPROPRIATION REQUIRED $100,000 $0 $100,000 Fund Source: FUND 101 (LODGING TAX) Comments: MTG. DATE RECORD OF COUNCIL ACTION MTG. DATE ATTACHMENTS 10/7/13 Informational Memorandum dated 8/28/13 Proposed Lease Budget Spreadsheet Minutes from the Finance and Safety Committee meeting of 9/4/13 265 266 City of Tukwila TO: Jim Haggerton, Mayor INFORMATIONAL MEMORANDUM Mayor Haggerton Finance and Safety Committee FROM: Derek Speck, Economic Development Administrator BY: Katherine Kertzman, Tourism Program Manager Kristina Thorne, Visitor Information Specialist DATE: August 28, 2013 SUBJECT: Satellite Visitor Information Center ISSUE Seattle Southside Visitor Services requests approval to lease space at Westfield Southcenter to operate a satellite visitor information center. BACKGROUND Westfield Southcenter and Seattle Southside Visitor Services (SSVS) would like to open a satellite visitor information center (VIC) at the former concierge desk near Sears in the mall. SSVS would lease the space from Westfield and operate the VIC. SSVS currently operates a visitor center at its office at 3100 South 176th Street in the City of SeaTac and would continue to operate that one. The Westfield location would be an additional location. The funding would come from lodging tax, not the City's general fund. Since this is a new endeavor, staff proposes this to be a pilot project of up to one year. Whether to continue to beyond one year would be determined later based on its results. Council approval is necessary to authorize the Mayor to sign the lease. Council approval is also necessary to amend the budget because this is a new opportunity that was not included in the Council approved 2013 -2014 budget. DISCUSSION Westfield Southcenter is the largest shopping mall in the Pacific Northwest, bringing in more than 15 million shoppers annually. Westfield estimates 20% of their shoppers are tourists who travel from outside a 50 mile radius. The Washington State Department of Commerce estimates that nearly 50% of travelers to Washington State are influenced by family and friends living or doing business here prior to making their travel plans. Westfield approached SSVS with the initial VIC concept in an effort to offer concierge quality services to their customers and increase tourist spending at the mall. Westfield has offered to lease the former concierge desk near Sears for the VIC, provide additional directional signage throughout the Mall to direct guests to the VIC, and allow SSVS to manage three outdoor 6' by 267 INFORMATIONAL MEMO Page 2 6' advertising poster locations in the courtyard outside of the VIC. The total lease cost would be $1 per year. The low price reflects Westfield's belief that the VIC would add to the mall's customer experience and increase retail sales. The draft lease is attached. The items in underline or strike -out are sections still under discussion between Westfield and the City. A significant benefit for Westfield for the VIC to be in this location is that it is adjacent to an outdoor courtyard that Westfield plans to designate as the drop off and pick up location for all taxis, Seattle Southside Express Shuttle and hotel shuttles. The VIC can assist those visitors and improve their experience while also promoting the region to them. The VIC will offer complimentary concierge assistance, including: • Maps, directions, brochures, and sightseeing and logistical guides • Advice on museums, theater, dance, opera, sports and local events including how to get tickets • Restaurant reservations • Tour bookings & attraction tickets sales • Transportation information • Accommodation referrals and bookings The VIC will also help with advance trip planning. VIC staff will answer questions or provide information regarding upcoming trips. Staff will distribute the most up -to -date packet of Seattle Southside maps, visitor guides and discount coupons for their trip and offer complimentary itinerary planning and booking over the phone, email or in person. SSVS's goal is to increase visitor volume, the length of stay and visitor spending for our area by providing quality, complementary concierge style visitor information services to: • Tourists - The VIC will provide an engaging, convenient and attractive location for tourists already at the mall to gather information on all that the City of Tukwila and Seattle Southside have to offer. Tourists will be encouraged to extend travel plans and book future trips. • Seattle Southside Express Shuttle Riders— SSVS currently operates a shuttle service from SeaTac hotels to Westfield Southcenter. The VIC would be located adjacent to the pick -up and drop -off location which will improve the shoppers experience while also enabling SSVS to improved tracking of the shuttle usage and retail sales. • Travelers at Sea -Tac International Airport - The VIC could serve travelers through SeaTac Airport who have extended layovers. SSVS would provide free shuttle service between the two VICs. • Local Residents - Local residents have significant influence on visiting friends and family in terms of encouraging travelers to visit the destination. A highly visible VIC at Westfield Southcenter would better inform locals and potentially their traveling friends and family as to where to stay, play, shop and dine through material distribution, social media, itinerary planning, ticket sales, restaurant recommendations, promotional coupons, etc. • Area Businesses — The VIC can facilitate better partnerships with Tukwila businesses, particularly Westfield's retailers, through increased communication and opportunities for cross - promotion. The VIC could act as the main point of distribution and information of the new Westfield shoppers coupon book, promote business through a live, viral social media effort etc. 268 INFORMATIONAL MEMO Page 3 SSVS will implement policies and procedures to accurately and systematically measure the VIC activity, performance and productivity. Currently, the SSVS VIC in SeaTac serves 2,400 customers annually and the Seattle Southside Shuttle Express carries 28,000 visitors to Westfield Southcenter annually. Based on those numbers, SSVS staff estimates the new VIC would serve at least 30,000 customers annually with a high probability of many more since the other hotel shuttles and taxis would drop off customers at the VIC and the mall has over 15 million shoppers a year. The VIC is proposed as a one year pilot project and would be open the same hours as the mall. The City and Westfield would determine later whether to continue it depending on its results. The lease could be amended at that time. The VIC staffing will be composed of temporary employees hired by the City of Tukwila and /or staffed through a temp agency. No permanent City positions will be hired as a result of this project. The Seattle Southside Tourism Promotion Area Steering Committee is a self - selected group of hoteliers in SeaTac and Tukwila who represent hotels with 90 or more rooms and who have organized to support formation of a tourism promotion area (TPA). On April, 11, 2013 the six member committee voted unanimously to support the satellite VIC and is willing to assume all costs and operations of the satellite VIC once the TPA and a public development authority are operating and organizationally ready. On May 8, 2013 the City of SeaTac Hotel Motel Advisory Committee supports the concept but recommends the City of Tukwila fund 100% of this special project as the City of SeaTac is already funding 100% of two additional special projects in the amount of $300,000 annually above and beyond the shared core SSVS operating and joint marketing expenses. The two special projects are the Seattle Southside Express Shuttle which takes SeaTac hotel guests to Westfield at no charge and an online and radio advertising campaign. On July 30, 2013, the Tukwila Lodging Tax Advisory Committee unanimously recommended the City Council approve the funds necessary to create the Westfield VIC. FINANCIAL IMPACT SSVS estimates the cost to fully staff and operate the VIC for one year would be up to $100,000. Because this opportunity arose after the 2013 -14 budget was adopted, it was not included and so a budget amendment would be necessary. The funds would come out of Fund 101 (lodging tax) fund balance. The adopted 2013 -14 Fund 101 budget estimates a 2014 ending fund balance of $416,797. The project could reduce the actual fund balance by up to $100,000 depending on the actual start date and how long it takes to operationalize the TPA and PDA. If the Council supports this project, the Finance Department would include the proposed budget amendment with the other items in the annual budget amendment ordinance later this year. 269 INFORMATIONAL MEMO Page 4 RECOMMENDATION Council is being asked to authorize the Mayor to sign a lease in substantial conformance with the attached draft and designate $100,000 from Fund 101 (lodging tax) to be included in the City's annual budget amendment ordinance. The Finance and Safety Committee is being asked to approve this item and forward it to the September 9, 2013 Committee of the Whole and subsequent September 16, 2013 Regular Meeting. ATTACHMENTS Westfield visitor information center estimated budget Draft lease 270 Contract No.: SPECIALTY RETAILING PROGRAM Short Term Lease Agreement This Short Term Lease Agreement (this "Lease "), is dated as of October 14, 2013 (the "Effective Date "), and entered into by and between the undersigned entity or entities, in its (or their) capacity as agent(s) for the owner(s) of the Shopping Center(s) listed on Exhibit A, with offices at 2049 Century Park East, 41st Floor, Los Angeles, CA 90067 ( "Lessor ") and City of Tuwikla, doing business as Seattle Southside ( "Trade Name "), with an address at 6200 Southcenter Boulvard, Tukwila, WA 98188 ( "Lessee "). Lessor hereby grants Lessee the right to use that certain space more particularly described on Exhibit A attached hereto (the "Premises ") in the Westfield shopping center(s) listed on Exhibit A attached hereto (each, a "Shopping Center ", and collectively, the "Shopping Centers "). NOW, THEREFORE, in consideration of the mutual promises hereinafter contained, and for other good and valuable consideration, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Premises and Permitted Use. Westfield hereby leases to Lessee the Premises for the sole purpose of operating a tourism desk (provided all materials distributed or displayed shall be subject to Lessor's prior approval, not to be unreasonably withheld) ( "Permitted Use ") under the Trade Name and for no other purpose, expressly conditioned upon all terms and conditions set forth in this Lease. There may be no change in the Permitted Use of the Premises or the Trade Name without Lessor's prior written approval, which may be withheld in Lessor's sole and absolute discretion. 2. Hours of Operation. Lessee shall be continuously open for business at each of the Premises in accordance with the Rules and Regs (as defined below). Lessor and Lessee may agree to alter operating hours based on business demands. 3. Term. The term for this Lease for each of the Shopping Centers shall commence on October 14, 2013 and shall expire on September 30, 2014 (the "Term "), unless earlier terminated as set forth in this Lease. 4. Intentionally Deleted. 5. Installation; Maintenance and Repair. Lessee shall install within the Premises, at its sole cost and expense, all equipment, personal property, improvements and facilities necessary for the Permitted Use. Prior to such installation, Lessee shall submit design plans and specifications to Lessor for approval. All work undertaken by Lessee or its contractors, subcontractors and other agents in connection with the installation, operation and maintenance of its equipment, improvements and facilities shall be undertaken and completed in a good and workmanlike manner by professional, licensed and qualified personnel and contractors. Lessee, at its sole cost and expense, shall repair, replace and maintain in good condition all portions of the Premises. Lessee may not make any structural alterations to the Premises without the prior written consent of Lessor. Lessor shall not be responsible for any installation, alteration or maintenance of the Premises, nor shall it be liable for any installation, alteration or maintenance costs and expenses whatsoever. Lessee shall ensure that the Premises maintain the same standards of appearance and cleanliness as the remainder of the Shopping Center(s). 6. Lessee's Employees. Lessee shall ensure that all of its contractors, vendors, employees and personnel, if any, at the Premises maintain a clean appearance and are at all times properly behaved and qualified and trained to carry out their duties and responsibilities in accordance with all laws, ordinances and the rules and regulations for the Shopping Center(s) that are attached hereto as Exhibit C and incorporated herein by reference (the "Rules and Regs "). Any violations by Lessee or its employees, agents, vendors, contractors or subcontractor of the Rules and Regs shall be deemed to be breach of this Lease. 7. Lessee's Surrender of Possession and Restoration of the Premises. Upon the expiration of the Term or earlier termination of this Lease, Lessee shall surrender possession of the Premises to Lessor and (i) restore the Premises to the condition in which the Premises existed prior to installation of the Personal Property (as defined below), subject to ordinary wear and tear, (ii) repair all damage caused by or in connection with Lessee's compliance with the obligations contained in this Section, (iii) Intentionally Deleted; and (iv) surrender to Lessor the Premises, broom -clean and in good condition. Any of Lessee's obligations under this Section which have not been performed by Lessee prior to the expiration of the Term or earlier termination of this Lease shall survive such expiration of the Term or earlier termination of this Lease. If Lessee fails to meet its obligations under this Section, Lessor shall restore the Premises to the condition in which the Premises existed prior to installation of the Personal Property, and Lessee shall reimburse Lessor for its costs and expenses related thereto within five (5) days after Lessor gives written notice to Lessee as provided in Section 19 of this Lease of the amount due. 8. Disposition of Personal Property. Upon the expiration of the Term or earlier termination of this Lease, 1 271 Contract No.: Lessee shall remove all of its merchandise, personal property, signs, sets, displays, equipment, telephone and data cabling (collectively, and without limitation, "Personal Property ") from the Premises and the Shopping Center(s). If Lessee fails to remove all or any part of the Personal Property from the Premises prior to expiration of the Term or earlier termination of this Lease, then Lessor, in its sole and absolute discretion may (a) declare that all or any part of the Personal Property shall become property of Lessor, (b) sell or dispose all or any part of the Personal Property, and /or (c) require that Lessee remove all or any part of the Personal Property immediately. To the extent necessary, Lessee hereby absolutely and unconditionally gives, grants, bargains, sells, transfers, sets over, assigns, conveys, releases, and delivers to Lessor all of Lessee's rights, title and interest in the Personal Property remaining in the Premises at the expiration of the Term or earlier termination of this Lease. Further, if Lessor incurs any attorney's fees and /or costs for the sale /disposal /removal of the Personal Property, Lessee shall reimburse Lessor for such attorney's fees and costs within five (5) days after Lessor gives written notice to Lessee as provided in Section 19 of this Lease of the amount due. To extent applicable, Lessee hereby waives and releases Lessor from any notice obligations under applicable law relating to the Personal Property, including but not limited to notice of any sale /disposal /removal of the Personal Property. Any of Lessee's obligations under this Section which have not been performed by Lessee prior to the expiration of the Term or earlier termination of this Lease shall survive such expiration of the Term or earlier termination of this Lease. 9. Indemnity. Lessee shall defend (with counsel reasonably satisfactory to Lessor), indemnify and hold harmless Lessor, its agents, affiliates, partners, members and employees from and against any and all liabilities, claims, demands, damages, expenses, fees, fines, penalties, suits, proceedings, actions and causes of action of any and every kind and nature (i) arising from or in any way connected with the Permitted Use, or (ii) arising from or in any way connected with Lessee's use of the Premises, or (iii) caused by Lessee or any of its affiliates, members, employees, subcontractors, contractors, agents and representatives, excepting any liability or claim caused by the negligence or willful misconduct of Lessor or its employees. The obligations of this Section shall survive the expiration of the Term or earlier termination of this Lease. 10. Compliance with Laws; Permits. Lessee agrees that it has read and understands the Rules and Regs and shall abide by and shall cause its employees, agents, vendors, contractors or subcontractor to abide by the same, as such Rules and Regs may be amended from time to time by Lessor. Any conflict between the terms of this Lease and the terms of any Rules and Regs, the terms of this Lease shall control. Lessee further agrees, at its sole cost and expense, to comply with all present and future laws, ordinances, orders, rules, regulations and requirements of all governmental authorities having jurisdiction over, affecting, or applicable to the Premises. Lessee represents and warrants that Lessee has obtained, or will obtain prior to the commencement of its business operations, at its sole cost and expense, any required permits, authorizations, consents and approvals of any type or nature from the appropriate governmental authorities for use of the Premises for the Permitted Use, to the extent necessary (the "Permits "), and all of such Permits are, or will be, and will remain in full force and effect during the Term. Lessee shall provide copies of such required Permits to Lessor upon request. 11. "As -Is "; Release. Lessee acknowledges that it has inspected the Premises (or will inspect the Premises prior to commencement of its business operations), observed no dangerous conditions, accepts the Premises "as is ", and assumes all risk of injury or damage to Lessee's person or property, in connection with Lessee's use of the Premises regardless of the condition thereof. Lessee expressly waives all rights, if any, to assert any claims against Lessor, Westfield U.S. Holdings, LLC, Westfield America, Inc., Westfield America Limited partnership and any and all of their parents, subsidiaries, affiliates, members, predecessors, successors, employees, representatives, any marketing fund, tenants and lessees for damage, destruction or loss of any equipment, personal property, supplies, cash (or other evidence of customer debt such as checks or credit card receipts) upon the Shopping Center or, by any reason of fire, theft, robbery or burglary, bodily injury, personal injury or death or other loss, provided, however, such loss or damage is not due to the gross negligence or willful misconduct of Lessor or any of its parents, subsidiaries, affiliates, members or employees. Lessee accepts all responsibility for any injury or public liability incurred as a direct result of its display or personal property or fixtures or business operations. 12. Security. Lessor shall have no responsibility to provide security, supervision or protection against any loss that may be sustained by Lessee. Any Lessee requiring security must provide security at Lessee's expense, and prior to utilizing a security company, obtain the written approval of Lessor. 13. Insurance. a. Lessee shall, at its sole cost and expense, carry and maintain coverage as follows: i. Commercial General Liability on an "occurrence basis" with a limit of $1,000,000 per occurrence and $2,000,000 in the aggregate, for bodily injury, death and property damage, which Commercial General Liability policy shall include products /completed operations liability coverage with a separate 2 272 Contract No.: aggregate limit of not less than $1,000,000 and personal and advertising injury coverage with a separate limit of not less than $1,000,000, and contractual liability coverage; ii. Property insurance covering Lessee's personal property in an amount equal to full replacement value; iii. Statutory Worker's Compensation and Employer's Liability insurance as required by the laws of the State in which the Shopping Centers are located; and iv. Commercial Automobile Liability insurance with a combined single limit of not less than $1,000,000 providing coverage for the use of any owned, non -owned or hired vehicles. b. The required insurance policies must apply on a primary basis, and any other insurance policies of Lessor or any other additional insured entities are excess and non - contributing. c. Lessee's is a member of the Washington Cities Insurance Authority, a municipal self - insurance risk pool for property and casualty coverage, as authorized under RCW 48.62 and regulated by the Washington State Risk Manager. The Parties hereby agree that Lessee's continued participation in the Washington Cities Insurance Authority self - insurance risk pool shall satisfy the coverage requirements set forth in Section 13(a). Upon request by Lessor, Lessee will provide an Evidence of Coverage letter as proof of coverage limits required in Sections 13(a). d. If Lessee contracts with or hires independent contractors, subcontractors or vendors to participate in the Permitted Use or the installation of any equipment or improvements, Lessee shall require such independent contractors, subcontractors and/or vendors to satisfy the insurance requirements set forth in this Section and to the extent requested by Lessor, Lessee shall cause such third parties to furnish evidence of such insurance coverage to Lessor, and to execute a hold harmless agreement as requested by Lessor. 14. Lessor's Right to Relocate Premises. At any time during the Term, Lessor shall have the right to relocate the Premises to another part of the Shopping Center by notifying Lessee in writing. Lessee shall relocate its Premises to such other location within seven (7) days after Lessor provides written of notice, at Lessee's sole cost and expense. 15. Termination Right. Lessor or Lessee may terminate this Lease at any time during the Term, in its sole and absolute discretion, upon thirty (30) days advance written notice sent to the other party in the manner required by this Lease. Lessee: 16. Events of ,Default; Termination. a. The occurrence of any of the following shall constitute a default and material breach of this Lease by i. Any failure by Lessee to observe or perform any other provision, covenant or condition of this Lease to be observed or performed by Lessee where such failure continues for twenty-four (24) hours after written notice from Lessor to Lessee; provided that if the nature of such default is such that the same cannot reasonably be cured within twenty-four (24) hours, Lessee shall not be deemed to be in default if it shall commence such cure within such period and thereafter rectify and cure such default with due diligence in no event to exceed ten (10) days after written notice thereof from Lessor to Lessee identifying the default. b. In the event of a default by Lessee, Lessor in addition to any other remedies available to it at law or equity, including injunction, at its option, without further notice or demand of any kind to Lessee or any other person may: (1) declare the Term hereof ended and re -enter the Premises and take possession thereof and remove all persons therefrom, and Lessee shall have no further claim thereon or hereunder; and (2) even though it may have re- entered the Premises, thereafter, at its sole discretion, immediately terminate this Lease and Lessee's right to possession of the Premises by giving Lessee written notice that this Lease is terminated. 17. Holding Over. If, following the expiration of the Term or earlier termination of the Lease, possession of the Premises is not immediately surrendered to Lessor, then Lessee shall pay to Lessor on account of use and occupancy of the Premises, for each month (or any portion thereof) during which Lessee (or a person claiming by, through or under Lessee) holds over in possession of the Premises, an amount equal to two (2) times the then current market rate rent for the Premises, as reasonably determined by Lessor. Lessor's right to collect such amount from Lessee for such use and occupancy shall be in addition to any other rights or remedies that Lessor may have under this Lease, or at law or in equity. Nothing contained in this Section shall permit Lessee to retain possession of the Premises following the expiration of the Term or earlier termination of the Lease, or limit in any manner Lessor's right to regain possession of the Premises, through summary proceedings or otherwise. Lessor's acceptance of any 3 273 Contract No.: payments from Lessee after expiration of the Term or earlier termination of the Lease shall be deemed to be on account of the amount to be paid by Lessee in accordance with the provisions of this Section. Lessee expressly waives, for itself and for any person claiming through or under Lessee, any rights that Lessee or any such person may have under the provisions of legal requirements, in connection with any holdover summary proceedings that Lessee may institute to enforce the provisions of this Section. Lessee shall indemnify, defend and hold Lessor harmless from and against any and all loss, claims, demands, liabilities, damages (including, without limitation, consequential damages), costs and/or expenses (including, without limitation, attorney's fees and expenses) resulting from any failure by Lessee to surrender the Premises in the manner and condition required by this Lease upon the expiration of the Term or earlier termination of the Lease, including, without limitation, any claims made by any proposed new tenant founded upon such failure by the Lessee. 18. Restrictions on Transfer. Lessee shall not transfer, assign, sublet, enter into franchise, license or concession agreements, change ownership or voting control of, all or any part of this Lease without Lessor's prior written consent, which will not be unreasonably withheld. 19. Notices. Wherever in this Lease it shall be required or permitted that notice be given or served by either party to this Lease to or on the other, such notice, shall be given or served, and shall not be deemed to have been duly given or served unless in writing and forwarded by overnight courier, certified or registered mail, addressed to the parties at the addresses set forth above. Either party may change such address by written notice sent by certified or registered mail. 20. Governing Law. This Lease shall be construed in accordance with the laws of the State of Washington pertaining to contracts made and performed entirely therein. 21. Attorney's Fees and Costs. If either Lessor or Lessee institutes any action or proceeding against the other party relating to the provisions of this Lease or any default hereunder, the non - prevailing party in such action or proceeding shall reimburse the prevailing party for the reasonable expenses of attorney's fees and all costs and disbursements incurred therein by the prevailing party, including, without limitation, any such attorney's fees, costs or disbursements incurred on any appeal from such action or proceeding. The prevailing party shall recover all such attorney's fees, costs or disbursements as costs taxable by the court in the action or proceeding itself without the necessity for a cross - action by the prevailing party. In addition to the foregoing award of attorney's fees, costs and disbursements to the prevailing party, the prevailing party shall be entitled to its attorney's fees, costs and disbursements in any post judgment proceedings to collect or enforce the judgment. This provision is separate and several and shall survive the termination of this Lease, and shall survive the entry of any judgment, and shall not merge, or be deemed to have merged, into any judgment. Further, if Lessor employs an attorney or seeks legal advice in connection with any breach of this Lease by Lessee, or any insolvency proceeding commenced by or against Lessee, all such legal costs incurred shall be payable by Lessee. Such legal costs shall include, without limitation, review of any and all notices, schedules, or petitions concerning the Lessee, attendance at creditors' meetings, negotiations with debtor or debtor's counsel, preparation and filing of any and all notices, motions, proofs of claim, objections, or any other pleadings on behalf of Lessor in any hearing regarding any matters of any nature in which the Lessor believes its rights may be affected. For purposes of this Lease, the term "attorneys' fees" or "attorneys' fees and costs" shall mean the fees and expenses of counsel to the parties hereto, which may include printing, photostating, duplicating and other expenses, air freight charges, and fees billed for law clerks, paralegals and other persons not admitted to the bar but performing services under the supervision of an attorney. 22. No Waiver by Lessor. The waiver by Lessor of any breach of any term, covenant or condition contained in this Lease shall not be deemed a waiver of such term, covenant, or condition of any subsequent breach thereof, or of any other term, covenant, or condition contained in this Lease. Lessor's consent to or approval of any act by Lessee requiring Lessor's consent or approval shall not be deemed to waive or render unnecessary Lessor's consent to or approval of any subsequent similar act by Lessee. Lessor's subsequent acceptance of partial or full rent or performance by Lessee shall not be deemed to be an accord and satisfaction or a waiver of any preceding breach by Lessee of any term, covenant or condition of this Lease, or of any right of Lessor to a forfeiture of this Lease by reason of such breach, regardless of Lessor's knowledge of such preceding breach at the time of Lessor's acceptance. No term, covenant or condition of this Lease shall be deemed to have been waived by Lessor unless such waiver is in writing and executed by Lessor. 23. Miscellaneous. The invalidity or unenforceability of any particular provision(s) of this Lease shall not affect the other provisions hereof, and this Lease shall be construed in all respects as if such invalid or 4 274 Contract No.: unenforceable provisions were omitted. This Lease contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Lease, and no prior agreement, negotiations, representations, brochures, arrangements, or understanding pertaining to any such matter shall be effective for any purpose unless expressed herein. Except to the extent required by law, including, without limitation, reporting and disclosure requirements under applicable securities laws, and except as reasonably necessary in the normal course of dealing with a party's employees, officers, directors, investors and prospective investors, attorneys, accountants, banks, lenders, advisors, and other representatives (all of whom will be required to honor the confidentiality of such information), Lessee shall not disclose the economic terms of this Lease or any material information regarding the Premises to any person without the prior written consent of Lessor. This Lease may be signed in counterparts, each of which shall be deemed an original, and all of which together shall be deemed a single instrument. The parties agree that signatures by facsimile or other electronic transmission methods shall be accepted as originals. Lessee agrees that it will not issue a press release or publish, disseminate or otherwise make public any statement, advertisement or other public communication concerning this Lease or its operations at the Shopping Center(s) without the prior approval of Lessor, which written approval shall not be unreasonably withheld or delayed. IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed by their duly authorized representatives as of the date first above written. LESSOR: LESSEE: Westfield Property Management LLC, City of Tulikwa a Delaware limited liability company a Washington muncipal corporation In its capacity as agent for the owner(s) of the Shopping Center(s) BY: NAME: TITLE: 5 275 Contract No.: EXHIBIT A SHOPPING CENTER INFORMATION Westfield WEA Southcenter LLC Southcenter Westfield Property Management LLC x:A0 Space to be utilized: Three exterior poster cases on the east facade of Sears. Former Concierge Center on the northeast corner of Sears. ' v -N( Y \IN E 6 276 Contract No.: EXHIBIT B Intentionally Deleted 7 277 Contract No.: EXHIBIT C Rules and Regs To ensure the quality, consistency and presentation of the Partnership Marketing program, the following rules of operation must be adhered to without exception: Prior to Installation Display: • A scale drawing of the exhibit set -up must be submitted and approved by Partnership Marketing and/or the Mall Management Office at least 14 days prior to implementation. Provision must be shown for aisles, widths between exhibits, etc. No planters, ash trays, benches, directories or center equipment may be moved at any time. Once an exhibit is positioned and approved, it may not be rearranged or moved by exhibitor. A fine will result in non - compliance. Mall Management will have final say on placement of all displays, and displays shall be placed only within areas approved by the Fire Marshall. • Displays can not exceed 6 feet in height without approval from Lessor and display must not block any retail sight lines. • A phone jack and an electrical plug may be available at many locations. It is the responsibility of the Lessee to contact the local phone company to activate the jack. If electrical plugs are unavailable, Lessor has the right to move the location of the display. Fire Regulations and Permitting: • The Shopping Center strictly enforces fire codes. The placement of the activation location or premises must have at least ten feet aisles between planters, furniture and display. Twenty feet aisles between RMU's and twelve feet from storefronts must be maintained at all times. • Electric cords may not be exposed on any part of the activation location or premises. All electrical cords coming from the floor outlet must be properly hidden at all times. • Cotton batting, straw, dry vines or other highly flammable materials shall not be used in the booth unless such materials have been flame proofed. • There shall be no open flame of any type; this will include torches, candles, soldering devices, etc. • There shall be no flammable liquids of any type; this will include paint thinners, kerosene, gasoline or other like materials. • Electrical wiring provided for the booths shall conform to the requirements of the Building and Safety Department. Only Heavy Duty cords (type S or S3) which are U.L. approved are allowed. Multiple plugs must be accompanied by a plug strip with a circuit breaker. All electrical cords shall be adequately protected against tampering. Cords crossing the pedestrian aisles shall be covered with an appropriate threshold plate to prevent pedestrians from tripping on loose cords. • Lessee must obtain all necessary permits and licenses required by local, state and federal law prior to activating their program and commencing business within their premises. Lessee must adhere to all fire codes and regulations. Contact the Fire Department for further information. The sampling of food for immediate consumption is not permitted without approval from the County Health Department. Marketing and Signage: • When advertising or publicizing your event /display, the Shopping Center name must be used as shown in Exhibit A. • Any advertisements or signage must be submitted to Lessor for approval, including, but not limited to the content, dimensions and location of all signage. • All display signs are to be professional. Handwritten signs are impermissible. • No surveys may be conducted or petitions signed unless approved by center management prior to the activity taking place. Once on property Set -up: • Set -up /Installation must take place outside of regular center hours. • All carts and dollies for moving material are required to have pneumatic tires. Rubber tires are permitted in service corridors only. Metal wheels are not allowed. Any damage to property will be charged to Lessee. 8 278 Contract No.: • Standard Shopping Center hours are 10:30 a.m. to 8:30 p.m. Mondays through Fridays; 10:00 a.m. to 9:00 p.m. Saturdays; 11:00 a.m. to 6:00 p.m. Sundays (may vary slightly per Shopping Center). Hours will vary to accommodate seasonal and holiday demands. Any Lessee who does not maintain these hours unless revised hours have been agreed upon and included in the contract will be in violation of the Lease and will be subject to immediate termination of the Lease. In case of any emergency, the mall management office must be notified immediately. • Lessee is responsible for supplying tables, chairs and other materials unless agreement states otherwise. All tables or counters must be skirted to the floor on all four sides. If event equipment is rented from Mall Management, it must be returned in the same condition that it was provided to Lessee. If it is not, damage will be assessed and charged to Lessee. • No decorations or signs are to be hung from the ceiling, soffits, pole lights, or columns or attached to walls, trees, or any other mall fixtures. • Exhibitors are responsible for providing or arranging all necessary labor in uncrating, erecting, or dismantling of displays. Maintenance personnel are not available to help with set up /take down. • Exhibitors may park at loading areas only to unload materials. Loading zones will be kept open for deliveries whenever possible. Parking in driveways, fire lanes, and loading zones is strictly prohibited. Delivery vehicles must be completely unloaded in appropriate dock and then moved out. Unattended parked vehicles in Loading Zones will be ticketed or towed at the expense of the Lessee serviced by the vehicle. • Access and deliveries through the common area of the Shopping Center or the main public entrances will only be permitted when it is physically impossible to make deliveries through the service corridor routes. Permission for deliveries through the Shopping Center must be obtained from the Management Office. No deliveries can be made during Shopping Center operating hours. Staffing: • Lessee shall at all times use the Premises for the purpose of performing the Activities in a proper manner satisfactory to Licensor and in an honest, conscientious and business -like way. • Lessee is responsible for the safety, security, and cleanliness of its own displays. Any damage to mall floors, walls, furniture or plants will be billed to the Lessee. Lessor assumes no responsibility for any loss or damage to property displayed by Lessee in the Shopping Center or parking lot. • The Premises must be staffed at times previously agreed upon between Lessee and Lessor with competent personnel, who are neat in appearance and dressed in a professional manner. The Management Office maintains the right to immediately cause the removal of such employees from the Shopping Center if such employees are not properly dressed or do not otherwise comply with these rules and regulations. • Activations and/or Premises should not be left unattended for more than 10 minutes, if applicable. • It is recommended that breaks not be taken during the peak shopping hours between 11:30 a.m. and 2:00 p.m. for staffed activations and premises. • Employees may not bring their children or pets to the Shopping Center. • Lessee is not permitted to have food, beverages or reading material at the activation location or premises, unless otherwise permitted in their Agreement. Smoking is also prohibited. Radios, heaters, fans, televisions, etc. are not allowed. • All personnel must park in employee parking areas as designated by Lessor. Parking abuse will result in ticketing and, if necessary, towing the vehicle. • Activation locations and premises must be secured at your own risk. Please make sure to contact the Management Office, if you need assistance. • Coats, pocketbooks, and other personal belongings must be stored out of sight. • Lessee shall not at anytime solicit shoppers. Soliciting is to try to obtain, to ask earnestly, to beg, or to entice shoppers persistently beyond four feet of the activation location or premises. You may, however, greet customers within four feet of your activation location or premises. • If the event/display includes street teams throughout the Shopping Center, these employees must remain in the designated areas set forth in the Lease. • The playing of any musical instrument, radio, television, or the use of a microphone, loudspeaker, or flashing/rotating lights is not permitted without Center Management approval. If allowed, the sound level should be set to a level that will not affect the businesses in the shopping center. • Cardboard boxes and trash are to be properly disposed of. The Management Office shall provide locations. • No trash will be placed in or around mall trash receptacles. Violation of the common area trash receptacle policy will result in a fine. Vehicle Display 9 279 Contract No.: Any vehicle or other apparatus which has a fuel tank and which will be used for display purposes inside the Shopping center shall meet the following requirements: a. Comply with all local fire regulations. b. Provide locked fuel caps and/or prevent caps from allowing possible leakage of flammable vapors. c. Disconnect all battery cables. d. Provide drip pans, carpet squares or other material under each tire and/or leg of heavy items. e. The fuel tank of each vehicle shall have a maximum of one gallon of gas. f. Keys to each vehicle must be left with the Mall Management. g. Dealership employee must clean the car daily before 10 a.m. h. Mall Management has the right to remove or relocate any and all vehicles at any time. i. To obtain a fire permit please contact your local fire inspector. Failure to adhere to the above and /or rectify within 2 -5 days (depending on the violation) could result in the suspension and /or terminations of the Lease until said violation is cured. Please keep a copy of these rules and regulations at your activation and/or Premises. Please review these rules often with your employees and newly hired personnel. If you would like additional copies please let the Management Office know. AGREEMENT TO ACCEPT RULES AND REGULATIONS I have read and understand the criteria for operation and agree to abide by them. I further agree to have all employees read and understand these rules and regulations. I understand that failure to do so will result in termination of activity in the Shopping Center. Lessee Name Name (Please print) Signature Date 10 280 Seattle Southside Visitor Services Satellite Visitor Information Center Pilot Project Estimated Costs Updated: 8/28/13 One -time Purchases Description Total Seattle Southside Sign Installed and created $ 3,000 2 Flat Screens 47" Vizio $579.99 each + $20.00 s &h $ 1,300 iPad mount case $ 200 TV wall mount case and installation $ 1,000 Laptop $480 $ 550 iPads 2 at $400 each $ 900 Printer /Fax /Copy $2,000 $ 2,190 Two Phones $250 $ 550 Two Chairs $300.00 $ 650 Counter Displays $75.00 each 5 $ 400 T3 Installation Cables /Wiring $95 a cable $ 600 Subtotal $ 11,340 Annual Operating Expenses 1 full time agency temp. and 2 part time $12 Employees Salaries an hour $ 67,000 Internet /Phone Service Additional line $332 for 12 months $ 4,000 Office Supplies $ 2,000 Wall Vinyl and installation 4 season pictures $ 2,000 Arrival /Departure Subscription $ 1,200 Certified brochure rack In kind value $1,500 $ - Westfield Southcenter lease In kind value $50,000 - $60,000 $ - Contingency $ 6,600 Subtotal $ 82,800 City Overhead 6.20% $ 5,837 TOTAL $ 99,977 281 282 FINANCE AND SAFETY COMMITTEE Meeting Minutes September 4, 2013 — 5:30 p.m.; Conference Room #3 City of Tukwila Finance and Safety Committee PRESENT Councilmembers: Dennis Robertson, Chair; De' Sean Quinn and Kathy Hougardy (Absent: Verna Seal) Staff: David Cline, Derek Speck, Katherine Kertzman, Ashley Comar, Kristina Thorne, Noelle Cueto, Mike Villa, Gail Labanara, Peggy McCarthy, Vicky Carlsen, Laurel Humphrey Guests: Andrew Ciarrocchi, Westfield Southcenter CALL TO ORDER: Committee Chair Robertson called the meeting to order at 5:30 p.m. I. PRESENTATIONS No presentations. II. BUSINESS AGENDA A. Satellite Visitor Center Lease Staff is seeking Council approval to lease space at Westfield Southcenter to operate a satellite visitor information center (VIC). Seattle Southside Visitor Services (SSVS) would lease the space from Westfield and operate the VIC, funding for which would come from the lodging tax fund balance and require a budget amendment. The total lease cost would be $1 a year, and the estimate for the staffing and operation of the VIC for one year is up to $100,000. The VIC is being proposed as a pilot project with an initial duration of one year, after which the City and Westfield could renew the lease if the project is considered successful to both parties. Policies and procedures will be developed in accordance with industry standards. Staff indicated that the proposed agreement is not in final form and that terms relating to operating hours, insurance language, and termination rights are still being negotiated with Westfield. Committee members agreed that the lease agreement should not be forwarded to the entire Council until it is in its final form. In addition, they agreed that the lease agreement can move forward to a Regular Meeting, bypassing Committee of the Whole, as long as the lease agreement is in final form. FORWARD TO SEPTEMBER 16 REGULAR MEETING IF TERMS OF AGREEMENT ARE SETTLED. B. PERS / LEOFF Rates and Trends As information only, staff presented an update on City contribution rates for the Public Employees Retirement Systems (PERS) and Law Enforcement Officers and Fire Fighters (LEOFF). These plans are established by the Department of Retirement Services and managed by the State of Washington, exceed 100% funding, and are nationally among the top four pension plans in funding status. Each plan is adequately budgeted by the City. The City's adopted and expected contribution rate for the LEOFF program is 5.05 %, not the 8.41% as shown in the informational memo. INFORMATION ONLY. C. Revenue Enhancement Option — Transportation Benefit District Staff provided an overview of Transportation Benefit Districts (TBD) as a mechanism available to Washington State cities for revenue enhancement. Pursuant to RCW Chapter 36.73, TBDs are quasi - municipal corporations with independent taxing authority, including the authority to impose property taxes and impact fees for transportation- related purposes. The governing body of a TBD is the legislative authority of the city that created the district serving in an ex- officio capacity. Formation of a TBD is done by ordinance, requiring a public hearing and a finding of public interest. Funding options available through a TBD include an annual motor vehicle fee (up to $100, requiring voter approval, or up to $20, 283