HomeMy WebLinkAbout21-190 - Tukwila School District - Lease Agreement: Duwamish Park21-190
Council Approval 12/6/21
LEASE AGREEMENT
Tukwila School District
And
City of Tukwila
Duwamish Park
This Lease Agreement ("Agreement") is made by and between the City of Tukwila, a
Washington municipal corporation ("City"), and the Tukwila School District, a Washington
municipal corporation ("District"). The City and the District may be referred to herein
individually as a 'Party" or collectively as the "Parties."
RECITALS
A. The District is the owner of the real property situated at 11646 42nd Avenue South,
Tukwila, Washington, known as King County Parcel No. 3347400175 and Parcel
No. 3347400580 legally described and depicted on Attachment A (the "Property").
B. The City desires to lease from the District, and the District agrees to lease, the Property
subject to the terms and conditions more specifically set forth below in this Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants, conditions,
duties and obligations set forth below, the Parties agree as follows:
AGREEMENT
1. Incorporation. The Recitals set forth above are incorporated in this Agreement by this
reference as binding commitments and representations of the Parties.
2. Term. The term of this Agreement shall commence on the date this Agreement is
signed by the last party signing the same, and extend to December 31, 2051, unless
sooner terminated as provided in this Agreement.
3. Rent. The City shall pay rent to the District for the use of the Property at the rate of
$1.00 per year, due and payable in a lump sum thirty dollar and zero cents ($30.00)
payment within thirty (30) days of the Effective Date of this Agreement.
4. Costs. The District will annually invoice the City for any taxes, together with costs, fees
and assessments, imposed against Property during term of lease. The City will
reimburse the District all undisputed amounts of the invoice within forty-five days of
receipt of the invoice.
5. Use of premises. The City shall use the Property for recreational and park purposes
only. No other use of the Property shall be permitted unless the District's prior written
consent is obtained.
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PG54357109.2
City of Tukwila — Tukwila School District — Duwamish Park Lease Agreement
1st ocf Or' nottS
6. Improvements. The City shall be entitled to make any improvements for recreation
purposes to the Property. Construction of any improvements shall be at the City's sole
cost and expense. At the termination of this Agreement, and provided that the first
right of refusal is not exercised subject to Section 9, all improvements made by the City
shall become the property of the District.
7. Utilities and maintenance. The City shall maintain, at its sole cost and expense, all
improvements on the Property, and the Property itself in a state of good repair and safe
for use and occupancy. The City shall repair or replace as necessary underground
utility lines, water pipes, storm and sanitary sewer systems on the Property during the
term of this Agreement; provided that if the District requests or makes any upgrades to
any physical improvements on the Property, or utility infrastructure, the Parties shall
meet and confer to determine which Party shall be responsible for the maintenance of
such improvements or infrastructure. The City shall pay any and all utility charges
levied or accrued against the Property during the term of this Agreement.
8. Use of premises by District. Upon two weeks prior written notice to the City, the
District may use the Property, so long as the Property is not previously reserved for use
by the City or a third -party.
9. Assignment and sublease. The City shall not assign, sublet, or transfer any interest in
this Agreement without the prior written consent of the District which shall not be
unreasonably withheld.
10. Right of First Refusal. In the event that the District shall ever desire to sell the
Property, and receives a written offer therefor which the District intends to accept, the
District, before accepting the offer, shall first notify the City in writing in accordance
with Section 16 of this Agreement, and provide the City with a copy of the offer. The
copy of the offer must contain all material terms relating to the purchase and sale.
After receiving a copy of the offer, the City shall have sixty (60) days within which to
the purchase the Property upon the terms and conditions set forth in the offer.
11. Property Condition. The City hereby agrees and acknowledges that it accepts the
Property in AS -IS, WHERE -IS condition without any representation or warranty of any
kind made by the District.
12. Indemnification. The City shall indemnify, defend and hold the District harmless from
and against any and all claims, losses or liability arising from injury or death to persons,
including employees of the City, or damage to the Property in relation to the City's
occupation or use of the Property except for injuries and damages caused by the
negligence or willful misconduct of the District.
13. Insurance. The Parties acknowledge that the City is a member of Washington Cities
Insurance Authority (WCIA), a self-insurance risk pool. The City shall maintain its
membership with WCIA or shall obtain and maintain other adequate liability insurance
necessary to protect the public with limits of liability of not less than One Million
City of Tukwila — Tukwila School District — Duwamish Park Lease Agreement
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FG:54357109.2
Dollars ($1,000,000) combined single limit for both bodily injury and property damage
liability.
14. Lawful activity. The City agrees that all activities conducted by the City on the
premises shall be in accordance with any applicable state or local law.
15. Nondiscrimination. No person shall be denied, or subjected to discrimination in receipt
of the benefit of, any services or activities made possible by or resulting from this
Agreement on the grounds 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.
16. Early teimination upon default. In the event of any material default by the City in the
performance of any of the terms or conditions of this Agreement, the District may
terminate this Agreement prior to expiration of the thirty (30) year period by giving
thirty (30) days' advance written notice to the City in accordance with Section 17
specifically stating the reason for such termination, provided, however, that no such
termination shall be effective if, within thirty (30) days after such notice, the City has
cured the default.
17. Early termination for convenience. Either Party may terminate this Agreement upon
sixty (60) days written notice to the non-moving Party. The Parties acknowledge the
District's right under RCW 28A.335.040 to recapture the Property and to terminate the
Lease for school purposes in accordance with this section.
18. Non -Appropriation of Funds. If sufficient funds are not appropriated or allocated for
the City's performance under the terms of this Agreement for any future fiscal period,
the City shall not be obligated to make payments, and this Agreement shall terminate
upon the completion of the last remaining time period for which funds are allocated.
No penalty or expense shall accrue to the City in the event this provision applies.
19. Notices. Any notice or other communications given hereunder shall be deemed
sufficient if in writing and delivered personally to the addressee, or sent by certified or
registered mail, return receipt requested, addressed as follows, or to such other address
as may be designated by the addressee by written notice to the other party:
TO CITY:
Director of Parks & Recreation
CITY OF TUKWILA
6200 Southcenter Boulevard
Tukwila, Washington 98188
TO DISTRICT: Superintendent of Schools
4640 South 144th Street
Seattle, Washington 98168
20. 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
City of Tukwila — Tukwila School District — Duwamish Park Lease Agreement
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FG:54357I09.2
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. The prevailing party in any such action shall be entitled to its
attorney's fees and costs of suit.
21. Entire Agreement; Modification. This Agreement, together with any attachments or
addenda, represents the entire and integrated Agreement between the City and the
District and supersedes all prior negotiations, representations, or agreements written or
oral. No amendment or modification of this Agreement shall be of any force or effect
unless it is in writing and signed by the parties.
22. Severability and Survival. If any term, condition, or provision of this 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 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.
23. Binding Covenant and Recording. This Agreement shall constitute a covenant running
with the land, and shall be binding upon the parties, their heirs, successors, and assigns.
The City may record this Agreement with the King County Auditor.
24. Counterpart/Electronic Signatures. This Agreement may be executed in any number of
counterparts, each of which, without production of the others, will be deemed to be an
original.
25. Effective Date. This Agreement shall become effective on the latest date it is executed
by both Parties.
[The remainder of this page is left intentionally blank]
City of Tukwila — Tukwila School District — Duwamish Park Lease Agreement
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FG:54357109.2
CITY OF TUK IL
Allan Ekberg, Mayor
DATE:
STATE OF WASHINGTON )
ss.
COUNTY OF KING
1 certify that I know or have satisfactory evidence that AIIan Ekberg is the person who
appeared before me, and said person acknowledged that he signed this instrument, on oath stated
that he was authorized to execute the instrument and acknowledged it as the Mayor of the City of
Tukwila to be the free and voluntary act of such party for the uses and purposes mentioned in the
instrument.
WITNESS MY HAND AND OFFICIAL SEAL hereto affixed the day and year in the
certificate above written.
cat
APPROVED AS TO FORM:
OGDEN, MURPHY & WALLACE
..,•0*.m
ae. 42.5)644'66
By
Office of the City Attorney
Page 5 of 8
FO S4357109 2
NOTARY PUBLIC in a dior the State of
Washington resi ing at CI 119 My Commission
Expires )
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RY PO,
• 0 Common Number
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Datene 13 Quails
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77-1, Ny AppornIment Erpres
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City of Tukwila — Tukwila School District — Duwamish Park Lease Agreement
TUKWILA SCHOOL DISTRICT
By k
Title:
DATE:
1.644.4 IL
STATE OF WASHINGTON )
COUNTY OF KING
ss.
I certify that I know or have satisfactory evidence that is the person
who appeared before me, and said person acknowledged that s/he signed this instrument, on oath
stated that s/ e was authorized to execute the instrument and acknowledged it as the
he Tukwila School District to be the free and voluntary act of such party for the
uses and purposes mentioned in the instrument.
WITNESS MY HAND AND OFFICIAL SEAL hereto affixed the day and year in the
certificate above written.
Page 6 of 8
FG:54357109.2
NOTARY PUBLIC in and for the State of
Washington, residing atS y Commission
Expires 'CA -
City of Tukwila — Tukwila School District — Duwamish Park Lease Agreement
ATTACHMENT A
[Legal Description]
Parcel number
Legal Description
334740-0175
HILLMANS MEADOW GARDENS DIV # 1
PLat Block: 2
Plat Lot: 27-28-29
334740-0580
HILLMANS MEADOW GARDENS DIV # 1
PLat Block: 2
Plat Lot: 108 THRU 113
City of Tukwila — Tukwila School District — Duwamish Park Lease Agreement
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FG:54357109.2
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Page 8 of 8
FG:54357109.2
City of Tukwila — Tukwila School District — Duwamish Park Lease Agreement