HomeMy WebLinkAboutFS 2016-04-19 Item 2A - Lease Agreement - Old City Hall Facility with Tukwila Historical SocietyCity of Tukwila
Allan Ekberg, Mayor
Mayor's Office - David Cline, City Administrator
TO: Finance and Safety Committee
FROM: Brandon J. Miles, Economic Development
CC: Allan Ekberg, Mayor
DATE: April 13, 2016
SUBJECT: New Lease Agreement with Tukwila Historical Society for Tukwila Grade
School /Old City Hall Premise, continued discussion.
ISSUE
Should the City enter into a new lease agreement with the Tukwila Historical Society (hereinafter
"Society ") for continued use of the Tukwila Grade School /Old City Hall, located at 14475 59th Avenue
South?
BACKGROUND
In 2010 the City entered into a five year lease agreement with the Society to occupy the old Tukwila
Grade School/Old City Hall building. City Administration and the Society desire to enter into a new
lease agreement, allowing the Society to continue to operate from the property.
Finance and Safety considered the draft lease at its March 8, 2016 meeting. After further discussions,
City Administration submitted a revised lease document to the Committee for its review at its April 5,
2016 meeting. The Committee took no action on the lease before it on April 5th and staff suggested
coming back to the Committee at its next meeting.
On Monday, April 11, 2016 staff received, from the Society, suggested changes on the proposed lease
agreement ( "Agreement "). A draft of the Agreement, showing proposed changes and comments from
the Society and the City is attached with this memo. Staff has outlined the proposed changes below.
DISCUSSION
Modifications to the Agreement
1. Term (Section C)
Administration and the Society have agreed to a straight 15 year term.
2. Lessee's Responsibilities (Section H.9)
The requirement for the Society to provide a list of its elected officers has been modified to be on upon
request. Administration and Society supports the language as shown in the draft agreement.
Tukwila City Hall • 6200 Southcenter Boulevard • Tukwila, WA 98188 • 206 -433 -1800 • Website: TukwilaWA.gav
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Lease with Tukwila Historical Society
3. Termination (Section N)
At the request of the Society, language was added allowing either party to terminate the agreement by
providing one year's written notice. Administration supports the inclusion of this language.
The Society has requested that the following provision be removed from the agreement:
"In the event Lessee violates any provision of this Lease Agreement, Lessor may terminate the
lessee's use of the Premises upon thirty (30) days prior written notice,"
At the request of the Society, Administration is showing this language being removed in the draft
Agreement. The Society contends the provision will limit the ability to obtain grant funding. This
language is common in such agreements and removal of this provision would prevent the City from
taking immediate actions in the event that activities take place that put the building at risk. Furthermore,
the 30 -day provision is also useful in ensuring compliance with certain provisions of the agreement,
such as the requirement for the Society to have adequate liability coverage.
The Agreement can always be amended at a later date if the Society and the City determine the
language has or will hinder the ability to obtain grant funds.
Liability Insurance (Section 0, 1)
This section was updated to clarify that the term "property" is referencing "personal property" not "real
property." Administration and Society supports the inclusion of this change.
Liability Insurance (Section 0, 7)
This section was updated to remove the requirement that the certificate of insurance, with amendatory
endorsements be provided to the City within ten days of execution. The language has been changed
for it to be provided "on request." Administration and the Society supports the inclusion of this change.
FINANCIAL IMPACT
None.
RECOMMENDATION
Administration recommends that the City enter into a new lease agreement with the Society. The
Committee is being asked to forward the new lease agreement to the May 2nd consent agenda. Staff
will bring to the full Council a clean version of the lease.
ATTACHMENTS
• Draft Lease Agreement, showing proposed changed and comments from Tukwila Historical
Society and Administration.
• Information Memo, dated March 22, 2016 (without listed attachments).
• Minutes from March 8, 2016 Finance and Safety Meeting.
• Minutes from April 5, 2016 Finance and Safety Meeting.
• Email chain from Louise Jones -Brown to Brandon Miles.
Phone: 206-433-1800 • Email: Mayor @TukwilaWA.gov • Website: TukwilaWA.gov
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Finance and Safety Copy, April 5, 2016 meeting.
Version from THS received by City on April 11, 2016 via email.
City Response, dated April 12, 2016.
THS Response sent via email April 13, 2016
Finance and Safety Version, April 13, 2016
LEASE AGREEMENT
I. PREAMBLE
THIS LEASE AGREEMENT, dated this day of 2016, is entered into by and between
the City of Tukwila, a political subdivision of the State of Washington (hereinafter, "Lessor "), and the
Tukwila Historical Society, a local 501(c)(3) organization (hereinafter, "Lessee "), for the purpose of leasing
the building and improvements formerly referred to as the Tukwila Grade School /Tukwila City Hall,
located at 14475 59th Ave South, Tukwila, Washington, 98168 (hereinafter, "Heritage Center ").
II. RECITALS
WHEREAS, the Lessor is the owner of the Premises, which consists of a building on real property
located at 14475 59th Avenue South, Tukwila, Washington, 98168, depicted in the map attached hereto
as Exhibit A; and
WHEREAS, the Lessee has leased the Premises since September of 2010; and
WHEREAS, the Premises is a nationally registered historic place and one of the oldest structures in the
City of Tukwila; and
WHEREAS, since leasing the Premises in 2010 the Lessee has pursued and obtained funding to
complete tenant improvements on the historical structure; and
WHEREAS, the Lessee performs a vital community service of preserving the history of the City of
Tukwila and Duwamish /Green River Valley; and
WHEREAS, the Lessee is taking due care in occupying the space and keeping the Lessor informed of
any issues that may need owner attention; and
WHEREAS, the Lessee and Lessor desire to enter into a new lease agreement for the Premises; and
NOW THEREFORE, in consideration of the mutual promises set forth herein, the Lessor and Lessee
agree as follows:
III. AGREEMENT
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Finance and Safety Copy, April 5, 2016 meeting.
Version from THS received by City on April 11, 2016 via email.
City Response, dated April 12, 2016.
THS Response sent via email April 13, 2016
Finance and Safety Version, April 13, 2016
A. Description of the Premises. Lessor hereby leases to Lessee, upon terms and conditions herein
set forth, the Premises consisting of the former Tukwila Grade School /Tukwila City Hall officially
named Tukwila Heritage and Cultural Center, situated in the City of Tukwila, King County,
Washington, and whose common address is 14475 59th Avenue South, Tukwila, Washington,
depicted in Exhibit A hereto.
R. Consideration. There is no base rent for the term of this lease, but in exchange for this lease the
Lessee shall maintain the City's history and perform the tasks stated herein at Section III.H, at
Lessee's sole cost and at no cost to the Lessor.
Term. The term of this Lease Agreement is teR fifteen years, commencing on April May 1, 2016
and terminating on JV1arch 31, 2-02-6 April 30, 2031. Upon mutual agreement of the Mayor of the
City of Tukwila and the President of the Tukwila Historical Society, this agreement may be
extemileil fer an additional five year period to commence on April 1, 2026 a+ terminating on
March 31, 2031, without further City Council action. COMMENT NOTE: The Tukwila Historical
Society has requested a straight lease term during the entire process and our preference is for
the full lease term of 15 years as it will give the Society better ability to qualify for grant fund
approval.
City Response: Administration is willing to recommend a 15 year term as written above.
THS Response: this correction has been accepted by the Executive Committee.
D. Ownership. The real property, improvements, all permanent fixtures, and landscaping shall
become and remain the property of Lessor. Any personal property stored at the Premises (e.g.
furniture, pictures, clothing, etc.) shall remain the property of the party that supplied it.
E. Permitted Uses. The Premises shall be used by the Lessee for the primary purpose of enhancing
the historical and cultural place Tukwila holds in the region by collecting, preserving, and
displaying collections, artifacts and digital information pertaining to Tukwila's past, and to be an
educational resource for future generations. To that end, the Lessee may:
1. Improve and renovate the Premises, with the Lessor's oversight, so as to use the Heritage
Center as an historic and cultural resource for the citizens of Tukwila;
2. Rent the Premises, in accordance with Section III.F.
F. Rental of Space. In order to generate funds to support and to sustain the Tukwila Historical
Society, the Lessee is permitted to rent the premise out to an organization and /or individual
(hereinafter, "Renter ") for special events, subject to the following:
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Finance and Safety Copy, April 5, 2016 meeting.
Version from THS received by City on April 11, 2016 via email.
City Response, dated April 12, 2016.
THS Response sent via email April 13, 2016
Finance and Safety Version, April 13, 2016
1. No single rental may have a duration greater than 72 hours.
2. The Lessee shall obtain and maintain all required permits necessary to conduct events on
the site. The Lessee is required to fully comply with all building, fire, and other applicable
life safety code regulations.
3. The Lessee shall ensure that Renters do not significantly impact the surrounding
residential neighborhood. Rental activities may only take place between the hours of 8:00
AM and 10 :00 PM.
4. City of Tukwila sponsored events shall not be charged a fee for use of the Premises. Lessor
shall work with the Lessee on scheduling City sponsored events.
5, Termination of Right to Rent:
i. The Lessor may, at its sole discretion and absolute authority, terminate Lessee's
right to rent the premises in the event the Lessee's actions or the Renter's actions
pose a threat to health or safety, or to the physical structure of the building. The
Lessor shall provide the Lessee notice of termination, and the termination is
effective immediately. The Lessor has sole discretion and absolute authority to
determine whether the Lessee's actions or the Renter's actions pose a threat to
health or safety, or to the physical structure of the building. Lessor shall not be
responsible for loss of rental income or reimbursement of rental funds due to
Lessor's exercise of this provision.
ii. The Lessor may terminate Lessee's right to rent the premises for any violation of
the terms of this agreement as follows:
1. A written warning will be mailed to the Lessee for the first, second and
third violations, specifying the non - compliance.
2. If the Lessee receives four written warnings within a three hundred sixty
five day period (365) day period, calculated from the date of the issuance
of the first written warning, the Lessor may issue a Notice of Termination
to the Lessee, indicating the intention of the Lessor to terminate the
Lessee's right to rent the premises not less than thirty (30) days after the
receipt of the Notice of Termination. The Lessor has sole discretion and
absolute authority to determine whether a violation has occurred. Lessor
shall not be responsible for loss of rental income or reimbursement of
rental funds due to Lessor's exercise of this provision.
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Finance and Safety Copy, April 5, 2016 meeting.
Version from THS received by City on April 11, 2016 via email.
City Response, dated April 12, 2016.
THS Response sent via email April 13, 2016
Finance and Safety Version, April 13, 2016
iii. The Lessor may terminate Lessee's right to rent the premises for any reason
whatsoever, provided the Lessor_issues a Notice of Termination to the Lessee,
indicating the intention of the Lessor to terminate the Lessee's right to rent the
premises not less than one (1) year after the receipt of the Notice. Lessor has
sole discretion and absolute authority to determine whether to terminate
Lessee's right to rent the premises. Lessor shall not responsible for loss of rental
income or reimbursement of rental funds due to Lessor's exercise of this
provision. Lessor may, at its sole discretion, terminate Lessee's right to rent the
premises in accordance with Sections F.5.i. and F.5.ii of this agreement at any
time, even where a Notice of Termination has been issued pursuant to Section
F.5.iii. of this agreement.
6. The Lessee shall require all Renters to execute a rental agreement that:
i. States that the City of Tukwila is not a party to the rental agreement;
ii. States that the Renter shall defend, indemnify, and hold harmless the City of
Tukwila, its officers, officials, employees and volunteers from and against any and
all claims, suits, actions, or liabilities for injury or death of any person, or for loss
or damage to property, which arises out of the Renter's use of the Site, except
only such injury or damage as shall have been occasioned by the sole negligence
of the City of Tukwila.
7. A template of the rental agreement must be provided to the Lessor for review and
approval prior to the first rental of the Premises.
G. Acceptance of Premises. Lessee has examined the Premises and accepts them in their present
condition.
H. Lessee's Responsibilities. In exchange for Lessor providing the Lessee use of the premise at no
charge, Lessee shall:
1. Use and occupancy of the Premises shall at all times be consistent with applicable
building, fire, and sign code requirements.
2. Continue to work to secure funding, available grants, and private contributions to
complete any tenant improvements or restoration upgrades to the Premises. Proposed
improvements include, but are not limited to, completing additional bathroom upgrades;
and restoring the interior lighting to be more historically appropriate for the building.
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Finance and Safety Copy, April 5, 2016 meeting.
Version from THS received by City on April 11, 2016 via email.
City Response, dated April 12, 2016.
THS Response sent via email April 13, 2016
Finance and Safety Version, April 13, 2016
3. Subject to the provisions of this Agreement, the Lessee shall design and implement
improvements to the Premises. All work performed by the Lessee in, on, or about the
Premises shall be subject to prior written review and approval of the Lessor. Materials
and installation shall be provided by the Lessee except when structure and systems within
the building are found to be in deficient condition. The lessor is under no obligation to
repair any latent defects in the structure or systems within the building
4. Obtain all permits that may be necessary to perform such work and ensure all work shall
be performed in a good and workmanlike manner.
5. Capital improvements must meet the City's Facility Plan and follow applicable guidelines
of both state and national covenants related to the Premises' status as a registered
historical landmark.
6. Keep the Premises and the immediate surrounding area neat, clean and in a sanitary
condition.
7. Develop programing for children and youth to educate about the history of Tukwila and
the Duwamish /Green River Valley.
8. Lessee shall maintain appropriate non - profit status and 501(c) (3) status with the
Washington State Secretary of State Office and the United States Internal Revenue
Service, including filing all required annual reports, registrations, and tax documents.
Lessee shall provide documentation of same to Lessor, upon demand.
SL Provide to the City on an annual basis, upon request a list fer of all elected officers and
all board member-, of the Tukwila Historical Society. The list shall be provided to the City
no later than April 30°' of each year. COMMENT NOTE: This provision was added only
in the March 2016 draft lease version. The Tukwila Historical Society reports their
officers to the Secretary of State on an annual basis and it is public record that can be
accessed by any party.
City Response: Administration will recommend the language as provided above to the
City Council.
THS Response: The Executive Committee has accepted this correction.
I. Lessor's Responsibilities.
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Finance and Safety Copy, April 5, 2016 meeting.
Version from THS received by City on April 11, 2016 via email.
City Response, dated April 12, 2016.
THS Response sent via email April 13, 2016
Finance and Safety Version, April 13, 2016
1. Lessor shall provide and pay for all utilities, routine janitorial, cleaning, and minor repairs.
Lessor's responsibility for said minor repairs shall not to exceed $100.00 per month on
average, or a total of $1,200 per year.
2. Lessor shall maintain and repair the building, including structural, electrical, mechanical
and plumbing systems, as well as grounds and landscaping. Lessor retains absolute
authority and discretion in determining what, if any maintenance or repairs are
performed to the building.
J. Hazardous Substances. Lessee shall not, without first obtaining Lessor's prior written approval,
generate, release, spill, store, deposit, transport or dispose of (collectively "Release ") any
hazardous substance, sewage, petroleum products, radioactive substances, medicinal,
bacteriological, or disease - producing substances, hazardous materials, toxic substances or any
pollutants or substances defined as hazardous or toxic in accordance with applicable federal,
state, and /or local laws and regulations in any reportable quantities (collectively "Hazardous
Substances ") in, on, or about the Premises. Lessee shall attach a separate list of Hazardous
Substance it proposes to store on site and Lessor must accept the list or the Hazardous Substances
cannot be stored on site. In the event, and only in the event, Lessor approvals Release of
Hazardous Substances on Premises, Lessee agrees that such Release shall occur safely and in
compliance with all applicable federal, state, and local laws and regulations. Lessee shall
indemnify, hold harmless, and defend Lessor from any and all claims, liabilities, losses, damages,
clean -up costs, response costs, and expenses, including reasonable attorney fee, arising out of or
in any way related to the Release by Lessee in, on or about the Premises occurring at any time
after the effective date of this Lease Agreement to the full extent of Lessee's liability therefor.
K. General Indemnification. Lessee shall defend, indemnify, and hold harmless the Lessor, its
officers, officials, employees and volunteers from and against any and all claims, suits, actions, or
liabilities for injury or death of any person, or for loss or damage to property, which arises out of
Lessee's use of the Premises, or from the conduct of Lessee's business, or from any activity, work
or thing done, permitted, or suffered by the Lessee in or about the Premises, except only such
injury or damage as shall have been occasioned by the sole negligence of the Lessor.
Lessee shall ensure that similar hold harmless language is included in any rental agreement, as
discussed in Section III.F.6.iii. of this Lease Agreement.
L. Subletting Space. Subletting the space by Lessee is strictly prohibited.
M. Assignment. Neither party shall assign its rights or responsibilities under this Lease Agreement
without the written authorization of the other party. Written authorization shall not be
unreasonably withheld.
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Finance and Safety Copy, April 5, 2016 meeting.
Version from THS received by City on April 11, 2016 via email.
City Response, dated April 12, 2016.
THS Response sent via email April 13, 2016
Finance and Safety Version, April 13, 2016
N. Termination.
1. Pursuant to the terms and conditions of this Lease Agreement between the parties, this
Lease Agreement may be terminated upon written mutual agreement between the
parties hereto.
2. Either party may terminate this lease after giving one year written notice to the other
party. COMMENT NOTE: this provision was in the original version of the lease
agreement draft in August 2015.
City Response: Administration will recommend the language as provided above to the
City Council.
THS Response: The Executive Committee has accepted this correction.
Lessee's use of the Premises upon thirty (30) days prior written notice. COMMENT NOTE:
this provision will limit the possibility of grant approvals since the grantors will not be
likely to consider an application for grant funds to an organization that could lose the
lease position in such a short time period. Most grants would require a long term
commitment by the applicant.
City Response: Administration will take this forward for the Committee to consider. The
Council will have to consider the implications of allowing this provision to be removed.
THS Response: the Executive Committee acknowledges this comment.
0. Liability Insurance.
1. Insurance Term. Lessee shall procure and maintain for the duration of the Lease
insurance against claims for injuries to persons or damage to property which may arise
from or in connection with the Lessee's operation and use of the Premises. COMMENT
NOTE: The Tukwila Historical Society is not legally able to obtain property damage
insurance as the ownership of the building is held by the City of Tukwila. This has been
verified by our insurance broker /agent.
City Response: The term "property" refers to personal property, not the building. For
clarification the City suggests the following:
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Finance and Safety Copy, April 5, 2016 meeting.
Version from THS received by City on April 11, 2016 via email.
City Response, dated April 12, 2016.
THS Response sent via email April 13, 2016
Finance and Safety Version, April 13, 2016
Lessee shall procure and maintain for the duration of the Lease insurance against claims
for injuries to persons or damage to personal property which may arise from or in
connection with the Lessee's operation and use of the Premises.
THS Response: The Executive Committee has accepted this correction.
2. No Limitation. The Lessee's maintenance of insurance as required by the Lease shall not
be construed to limit the liability of the Lessee to the coverage provided by such
insurance, or otherwise limit the Lessor's recourse to any remedy available at law or in
equity.
3. Minimum Scope of Insurance. Lessee shall obtain insurance of the types described below:
Commercial General Liability insurance shall be at least as broad as Insurance
Services Office (ISO) occurrence form CG 00 01 and shall cover premises and
contractual liability. The Lessor shall be named as additional an insured on
Lessee's Commercial General Liability insurance policy using ISO Additional
Insured - Managers or Lessors of Premises Form CG 20 11 or a substitute
endorsement providing at least as broad coverage.
ii. Lessee shall maintain adequate insurance coverage for Lessee's personal
property located at the premise.
4. Minimum Amounts of Insurance. Lessee shall maintain the following insurance limits:
i. Commercial General Liability insurance shall be written with limits no less than
$1,000,000 each occurrence, $2,000,000 general aggregate.
ii. Personal property insurance shall be written covering the full value of Lessee's
personal property with no coinsurance provisions.
5. Other Insurance Provisions.
i. Lessee's Commercial General Liability insurance policy or policies are to contain,
or be endorsed to contain that they shall be primary insurance as respect the
Lessor. Any Insurance, self - insurance, or insurance pool coverage maintained by
the City of Tukwila shall be excess of the Lessee's insurance and shall not
contribute with it.
6. Acceptability of Insurers.
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Finance and Safety Copy, April 5, 2016 meeting.
Version from THS received by City on April 11, 2016 via email.
City Response, dated April 12, 2016.
THS Response sent via email April 13, 2016
Finance and Safety Version, April 13, 2016
i. Insurance is to be placed with insurers with a current A.M. Best rating of not less
than A, unless approved otherwise by Lessor in writing.
7. Verification of Coverage.
not necessarily limited to the additional insured endorsement, evidencing the
insurance requirements of the Lessee. Lessee shall provide proof of liability
insurance at any time upon request by the Lessor. The Lessor shall be named an
additional insured on the policy. COMMENT NOTE: A certificate of insurance was
already provided to Brandon Miles for review and is available for viewing at all
times at the Center. Our policy covers from December to November and will
renew in December 2016. The City of Tukwila was added as an additional
insured and that was also included on the certificate that has been reviewed.
City Response: See the proposed language provided below. Note, the current
certificate provided to the City has expired. It is common place for insurance
companies to provide these documents directly to the property owners or to
other parties, such as for construction contracts. Since this is a 15 year lease,
and insurance renews annually, it seems appropriate to allow the lessor to be
able to verify coverage as needed throughout the term of the agreement.
Suggested language:
"During the duration of this agreement, upon request from Lessor, Lessee shall
furnish the Lessor 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 Lessee."
THS Response: The Executive Committee has accepted this correction.
8. Waiver of Subrogation.
i. Lessee and Lessor hereby release and discharge each other from all claims, losses
and liabilities arising from or caused by any hazard covered by property insurance
on or in connection with the Premises or said building. This release shall apply
only to the extent that such claim, loss or liability is covered by insurance.
9. Lessors Property Insurance.
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Finance and Safety Copy, April 5, 2016 meeting.
Version from THS received by City on April 11, 2016 via email.
City Response, dated April 12, 2016.
THS Response sent via email April 13, 2016
Finance and Safety Version, April 13, 2016
1. Lessor shall purchase and maintain during the term of the lease all -risk property
insurance covering the Building for its full replacement value without any
coinsurance provisions.
10. Notice of Cancellation.
i. Lessee shall provide the Lessor with written notice of any policy cancellation,
within two (2) business days of their receipt of such notice.
11. Failure to Maintain Insurance.
i. Lessee shall provide proof of liability insurance coverage at any time upon request
by the Lessor.
ii. Failure on the part of Lessee to maintain the insurance as required shall constitute
a material breach of Lease, upon which the Lessor may, after giving five business
days' notice to the Lessee to correct the breach, terminate the Lease or, at its
discretion, procure or renew such insurance and pay any and all premiums in
connection therewith, with any sums so expended to be repaid to the Lessor on
demand.
12. Lessor Full Availability of Lessee Limits.
i. If Lessee maintains higher insurance limits than the minimums shown above, the
Lessor shall be insured for the full available limits of Commercial General and
Excess or Umbrella liability maintained by the Lessee, irrespective of whether
such limits maintained by the Lessee are greater than those required by this
contract or whether any certificate of insurance furnished to the Lessor evidence
limits of liability lower than those maintained by the Lessee.
P. Anti - Discrimination. In all hiring, employment, or provision of services made possible resulting
from this Lease Agreement between the parties, Lessee shall not discriminate against any
employee, applicant for employment or any person seeking service of Lessee on the basis of race,
religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity,
marital status, political affiliation or the presence of any disability.
Q. Liens. Lessee shall keep the Premises free from liens arising out of obligations incurred by Lessee.
Upon written request from Lessor, Lessee will furnish written proof of payment of any charge
which, if not paid, could provide the basis for a lien on the Premises.
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Finance and Safety Copy, April 5, 2016 meeting.
Version from THS received by City an April 11, 2016 via email.
City Response, dated April 12, 2016.
THS Response sent via email April 13, 2016
Finance and Safety Version, April 13, 2016
R. Access for Inspection or Upkeep. Lessor reserves the right to inspect and maintain the Premises,
at a reasonable time and upon responsible notice. Lessee may be present during any and all
inspections and /or maintenance. Lessor reserves the right to access the Premises in the event of
an emergency, without advance notice to Lessee.
S. Compliance with All Laws and Regulations. In using the Premises, Lessee shall comply with all
applicable laws, ordinances and regulations form any and all authorities have jurisdiction.
T. Entire Agreement; Modification. This Agreement, together with attachments or addenda,
constitutes the entire and integrated Lease Agreement between the Lessee and the Lessor and
supersedes all prior negotiations, representations, or agreements written or oral. No amendment
or modification of this Lease Agreement shall be of any force or effect unless it is in writing and
signed by the parties.
U. Severabilitv and Survival. If any term, condition or provision of this Lease Agreement is declared
void or unenforceable or limited in its application or effect, such event shall not affect any other
provisions hereof and all other provisions shall remain fully enforceable. The provisions of this
Lease Agreement, which by their sense and context are reasonably intended to survive the
completion, expiration or cancellation of this Agreement, shall survive termination of this
Agreement.
V. Police Power. Nothing in this Agreement shall be construed to diminish, restrict or limit the police
powers of the City of Tukwila granted by the Washington State Constitution or by general law.
W. No Presumption Against Drafter. This Agreement has been reviewed and revised by legal counsel
for both Parties and no presumption or rule that ambiguity shall be construed against the party
drafting the document shall apply to the interpretation or enforcement of this Agreement.
X. Legal Representation. In entering into this Agreement, Lessee represents that it has been advised
to seek legal advice and counsel from its attorney concerning the legal consequences of this Lease
Agreement; that it has carefully read the foregoing Lease Agreement and knows the contents
thereof, and signs the same of its own free act; and that it fully understands and voluntarily
accepts the terms and conditions of this Lease Agreement.
Y. Notices. Any written notice required or permitted to be given herein shall be made by registered
or certified mail, or by delivery in person to the party which is intended recipient of the notice, at
the following addresses or to such other respective addresses as either party hereto may from
time to time designate in writing:
Notices to the Lessor /City of Tukwila shall be sent to the following address:
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Finance and Safety Copy, April 5, 2016 meeting.
Version from THS received by City on April 11, 2016 via email.
City Response, dated April 12, 2016.
THS Response sent via email April 13, 2016
Finance and Safety Version, April 13, 2016
City Clerk, City of Tukwila
6200 Southcenter Blvd.
Tukwila, Washington 98188
With a Copy to:
Office of the Mayor
6200 Southcenter Blvd.
Tukwila, Washington 98188
Notices to the Lessee /Tukwila Historical Society shall be sent to the following address:
President, Tukwila Historical Society
Tukwila Heritage and Cultural Center
14475 59th Ave South
Tukwila, Washington 98168
Z. Applicable Law; Venue; Attorney's Fees. This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington. In the event any suit, arbitration, or other
proceeding is instituted to enforce any term of this Agreement, the parties specifically understand
and agree that venue shall be properly laid in King County, Washington. Each party shall be
responsible for its own legal cost incurred in enforcing any provision of this Lease Agreement.
DATED this day of _ , 20_
LESSOR /CITY OF TUKWILA LESSEE /TUKWILA HISTORICAL SOCIETY
By:
Mayor, Allan Ekberg
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Printed Name and Title
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Finance and Safety Copy, April 5, 2016 meeting.
Version from THS received by City on April 11, 2016 via email.
City Response, dated April 12, 2016.
THS Response sent via email April 13, 2016
Finance and Safety Version, April 13, 2016
ATTEST /AUTHENTICATED:
City Clerk, Christy O'Flaherty
APPROVED AS TO FORM:
Office of the City Attorney
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Exhibit A
Old Tukwila City Hall
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City of Tukwila
Allan Ekberg, Mayor
Mayor's Office - David Cline, City Administrator
TO: Mayor Ekberg
Finance and Safety Committee
FROM: Brandon J. Miles, Economic Development
DATE: March 22, 2016
SUBJECT: New Lease Agreement with Tukwila Historical Society for Tukwila Grade
School /Old City Hall Premise
ISSUE
Should the City enter into a new lease agreement with the Tukwila Historical Society (hereinafter
"Society") for continued use of the Tukwila Grade School /Old City Hall, located at 14475 59th Avenue
South?
BACKGROUND
In 2010 the City entered into a five year lease agreement with the Society to occupy the old Tukwila
Grade School /Old City Hall building. City Administration and the Society desire to enter into a new
lease agreement, allowing the Society to continue to operate from the property.
Finance and Safety considered the draft lease at its March 8, 2016 meeting. After further discussions,
City Administration is submitting a revised lease document to the Committee for its review and
consideration.
DISCUSSION
The Society's utilization of the building has been mutually beneficial to both the City and the Society.
The City has been able to hand over the day to day care of the building to a third party with a vested
interest in the upkeep of the building. While the Society's ability to have a permanent physical space
has allowed the Society to grow its membership and expand its offerings.
The following are the proposed deal terms of the new lease agreement:
Consideration: As with the previous lease, the City will not charge the Society a base rent;
instead, the Society will agree to perform certain services:
• Work to continue to secure funding for upkeep and repairs to the historic
building. All repairs and building work must be approved by the City.
• Keep the premises and immediate surrounding area neat, clean, and in a
sanitary condition.
• Develop programing for children and youth to educate about the history of
Tukwila and the Duwamish /Green River Valley.
Term:
The version of the lease reviewed by the Committee on March 8th provided for a
five year term, with a five year option. Administration is now proposing that the
term be ten years, with a provision allowing the Mayor to extend the agreement
an additional five years, for a total term of 15 years.
Tukwila City Hall • 6200 Southcenter Boulevard • Tukwila, WA 98188 • 206 - 433 -1800 • Website: TukwilaWA.gov
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Lease with Tukwila Historical Society
Rental of Space:
In order to generate funds to support and sustain the Society, the Society has
requested the ability to rent the space to private groups for events. The lease
agreement permits renting the space with limitations on the duration of events,
time of day of events and insurance requirements. City may terminate the right to
rent the space in the event that the rentals create disturbances for adjacent
residents or impact the residential neighborhood.
The agreement prohibits the Society from renting the space out long term.
Insurance: The Society is required to maintain adequate insurance coverage and name the
City as an additional insured.
City's (Lessor)
Responsibilities: The City is responsible for all utilities, routine janitorial, cleaning, and minor
repairs. City's responsibilities for repairs shall not exceed $100.00 per month,
$1 ,200 per month.
The City is responsible for maintenance and repair of the building. City retains
absolute authority and discretion in determine, what if any maintenance or
repairs are performed on the building.
FINANCIAL IMPACT
None.
RECOMMENDATION
Administration recommends that the City enter into a new lease agreement with the Society. The
Committee is being asked to forward the new lease agreement to the April 18th consent agenda.
ATTACHMENTS
• Draft Lease Agreement
• Minutes from March 8, 2016 Finance and Safety Meeting
Phone: 206- 433 -1800 • Email: Mayor @TukwilaWA.gov • Website: TukwilaWA.gov
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FINANCE AND SAFETY COMMITTEE
Meeting Minutes
City of Tukwila
City Council Finance and Safety Committee
March 8, 2016 - 5:30 p.m. -= Foster Conference Room, 6300 Building
Councilmembers: Dennis Robertson, Acting Chair; Joe Duffie, Thomas McLeod (Absent: Verna Seal,
Kate Kruller)
Staff: David Cline, Brandon Miles, Don Tomaso, Laurel Humphrey
Guests: Louise Jones - Brown, Tukwila Historical Society
CALL TO ORDER: Acting Chair Robertson called the meeting to order at 5:30 p.m.
I. PRESENTATIONS
11. BUSINESS AGENDA
A. Fireworks Permit: Sounders S2 2016 Season
Staff is seeking Council approval of a fireworks permit granted to The Sounders S2. During
certain 2016 home games, The Sounders S2 will be using "GERBS" fireworks that emit a shower
of sparks that extinguish prior to hitting the ground. During their use there will be personnel
with portable fire extinguishers standing by within 50 feet. UNANIMOUS APPROVAL.
FORWARD TO MARCH 14, 2016 SPECIAL CONSENT AGENDA.
B. Lease Agreement with Tukwila Historical Society for Old City Hall Building
Staff is seeking Council approval of a lease agreement with the Tukwila Historical Society for
continued occupation of the Tukwila Grade School /Old City Hall located at 14475 59th Avenue
South. The previous lease expired in September 2015 and the Society's use of the building is
considered mutually beneficial. The proposed lease agreement does not charge a base rent but
requires the Society to continue to secure funding for upkeep and repairs, to provide general
upkeep, and to develop educational programming for youth regarding the history of Tukwila
and the Duwamish /Green River Valley. The proposed term is for five years with an option for
the Mayor to execute an extension for an additional five years. The agreement permits the
Society to rent the space under certain circumstances, while allowing the City to terminate the
rental right if there are disturbances or impacts to neighbors. The City will be responsible for
utilities, janitorial, cleaning and minor repairs under $1,200 per year.
Ms. Jones- Brown, President of the Historical Society, stated a concern with the proposed length
of the lease, citing guidance from the State that certain grant applications require a minimum
13 -year lease. Staff replied that the minimum more likely applies to capital grants, for which
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Finance and Safety Committee Minutes March 8, 2016
the City would be the appropriate applicant. Grants for programs or operations are Tess likely
to require proof of longterm occupancy. The Committee requested additional information
regarding potentially adverse impacts of the proposed ten year lease. They agreed to
conditionally send the proposed lease to the March 21 Consent Agenda while staff gathers this
information. At that time it may be pulled from the Consent Agenda or referred back to
Committee. Another option is to adopt the lease with the 10 year term now and amend it in the
future if the need arises. CONDITIONAL APPROVAL. FORWARD TO MARCH 21, 2016 REGULAR
CONSENT AGENDA.
C. Interlocal Agreement with Burien for Public Defense Pro ram Evaluation and Monitorin•
Staff is seeking Council approval of an interlocal agreement with the City of Burien for the
exchange of federally mandated evaluation and monitoring of the Cities' respective public
defense programs. The 2013 Wilbur v. Mt. Vernon decision requires that municipal public
defense programs be independently monitored and evaluated on a regular basis. To comply
with this mandate, the Tukwila and Burien City Attorneys will review the public defense
programs of the other's City in an even exchange of services. UNANIMOUS APPROVAL.
FORWARD TO MARCH 14, 2016 SPECIAL CONSENT AGENDA.
III. MISCELLANEOUS
The Finance and Safety Committee Meeting adjourned at 6:05 p.m.
Next meeting: Tuesday, March 22, 2016
Committee Chair Approval
Minutes by LH
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FINANCE AND SAFETY COMMITTEE
Meeting Minutes
City of Tukwila
City Council Finance and Safety Committee
April 5, 2016 - 5:30 p.m. - Hazelnut Conference Room, City Hall
Councitmembers: Verna Seal, Chair; Dennis Robertson, Kate Kruller
Staff: Peggy McCarthy, Vicky Carlsen, Brandon Miles, Gail Labanara, Mike Villa, Laurel
Humphrey
Guest: Louise Jones- Brown, Tukwila Historical Society
CALL TO ORDER: Chair Seal called the meeting to order at 5:30 p.m.
I. PRESENTATIONS
II. BUSINESS AGENDA
A. Lease Agreement with Tukwila Historical Society
Staff is seeking Council approval of a new lease agreement with the Tukwila Historical Society
for continued use of the Tukwila Grade School /Old City Hall located at 14475 59th Avenue South.
The previous lease expired in September 2015 and the Society's use of the building is
considered mutually beneficial. The Committee considered the lease at its March 8, 2016
meeting and requested additional research into the length of the lease and its impact to grant
seeking by the Society. Staff has updated the proposed lease to include a term of ten years with
a provision allowing the Mayor to extend the agreement an additional five years. Ms. Jones-
Brown stated that after she signed the proposed lease, the Board had opportunity to review
and have additional concerns about certain items. Since City staff had not yet had opportunity
to review these new concerns, the Committee requested the lease return after differences have
been resolved. They also requested additional changes be clearly shown in markup. RETURN
TO COMMITTEE.
B. 2015 4th Quarter Investment Report
Staff presented the 4th Quarter Cash and Investment Report for 2015, including information on
the City's portfolio components, performance, policy compliance and liquidity analysis, fund
cash and investment balances, and investment environment. At December 31, 2015, the
portfolio totaled $50.7 million comprising $39 million in cash and cash equivalents and $11.7
in longer term investments. INFORMATION ONLY.
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Brandon Miles
From: Louise Jones -Brown <Ijbrown.1851 @q.com>
Sent: Wednesday, April 13, 2016 9:35 AM
To: Brandon Miles
Cc: Pat Brodin; richard wieser; mrstuccitown @gmail.com
Subject: RE: DRAFT LEASE, 2016.04.12.docx
Brandon
The approval of the lease agreement has been designated to the Tukwila Historical Society Executive Committee and the
final version will be presented to the membership upon Council approval and signing by the Mayor and President of THS.
It is with the unanimous decision of the THS Executive Committee that the draft lease version is approved as I submitted
earlier today. Please proceed with placing this item on the F &S Committee agenda.
Louise
From: Brandon Miles [ mailto :Brandon.Miles @TukwilaWA.gov]
Sent: Wednesday, April 13, 2016 8:50 AM
To: 'Louise Jones- Brown'
Cc: Pat Brodin; richard wieser; mrstuccitown @gmail.com; Allan Ekberg
Subject: RE: DRAFT LEASE, 2016.04.12.docx
Louise-
Thank you for providing this.
Can you please clarify what the remaining approval process is for the Society? Are there any other edits needed to the
document, which are not already shown? Does the full membership still need to review? What happens if a member has
concerns or wants changes?
If others still need to review and be included it would be my suggestion that we wait until they have a chance to review.
If the Executive Committee is in full support of the version emailed over, and believes it will be supported by the
membership, we will take it forward next week to Committee with Administration recommending approval. Is this
where we are at?
Thanks,
Brandon
From: Louise Jones -Brown [mailto:librown.1851 @q.comj
Sent: Wednesday, April 13, 2016 7:44 AM
To: Brandon Miles
Cc: Pat Brodin; richard wieser; mrstuccitown@gmail.com; Allan Ekberg
Subject: RE: DRAFT LEASE, 2016.04.12.docx
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Brandon
1 have attached a draft lease with acknowledgments by THS. It was my understanding from attending the F &S
Committee meeting last week that the corrected copy with comments is actually what they wanted to see. It is my hope
that you will provide both the corrected and a clean copy so that the changes can be tracked by the acknowledgment of
the City and the Society, I am requesting that you forward the "clean" copy version to the Executive Committee
members as well so that we can verify what is being provided in the paperwork to the F &S Committee.
Louise
From: Brandon Miles [ rnailto :Brandon.MilesgTukwilaWA.gov]
Sent: Tuesday, April 12, 2016 3:45 PM
To: 'Louise Jones - Brown'
Cc: Pat Brodin; richard wieser; mrstuccitownt ugmail.com; Allan Ekberg; David Cline
Subject: DRAFT LEASE, 2016.04.12.docx
Louise-
I am responding to your email from yesterday (4/11) where you suggested changes to the draft lease agreement. City
Administration is willing to accept most of the changes as written. With regards to the language regarding insurance, the
City is suggesting revised language that we think adds clarification and hopefully addresses the Society's concerns. With
regards to the 30 -days termination, we are willing to take the forward to the Council with it removed,
In order to make next week's Finance and Safety Committee I need to have a memo written and copies of the revised
lease to the City Clerk no later than noon tomorrow (4/13). If the proposed version of the attached lease is acceptable
please let me know by 10am tomorrow so that I can get a clean copy of the lease prepared.
understand that this is a short turnaround. If the Society wants additional time to review we can move the lease to the
Finance and Safety meeting on May 10th. We would like to take something to the Committee supported by the Society
and City Administration.
Best Regards,
Brandon J. Miles
Business Relationships Manager
Officc of the Mayor
City of Tukwila
6200 Southeenter Blvd
Tukwila, WA 98188
office: (206) 431 -3684
The City of opportunity, the community of choice.
Home of Sounders S2
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