HomeMy WebLinkAbout22-171 - Puget Sound Regional Fire Authority (PSRFA) - Lease Agreement: Fire Station 5122-171
Council Approval 12/5/22
LEASE AGREEMENT
BETWEEN THE CITY TUKWILA AND
PUGET SOUND REGIONAL FIRE AUTHORITY
FIRE STATION 51
THIS LEASE AGREEMENT (hereinafter "Lease") is between the CITY OF TUKWILA,
a municipal corporation of the State of Washington ("City"), and PUGET SOUND REGIONAL
FIRE AUTHORITY, a Washington municipal corporation ("RFA") (collectively referred to as
"the Parties").
RECITALS
The City's legislative body and the RFA's governing board executed an Interlocal Agreement
for Consolidation of Fire Services to allow the RFA to provide fire protection, fire suppression,
fire marshal services, emergency medical services, and nonemergency medical services to the
City ("the ILA").
2. The City owns real property legally described in Exhibit A attached and incorporated herein
and located at 17951 Southcenter Parkway, Tukwila, Washington 98188 (the "Property")
(Parcel #s 3523049008 & 3523049040 (shown as a vacant lot)). A portion of the Property has
been used by the City as a fire station and that portion will now be used by the RFA under the
terms of this Lease; and
AGREEMENT
NOW, THEREFORE, the City and RFA agree as follows:
PREMISES.
As -Is. The City is providing the Premises in "as -is" condition for the RFA's use. The
City makes no representation regarding the condition of the Premises or improvements
located on the same.
2. USE.
2.1. Permitted Use. The RFA shall use the Premises for a fire station, and administration
purposes (the "Permitted Use") and for no other purpose unrelated to the management
and delivery of fire protection and emergency medical services.
2.2. Liens and Encumbrances. The RFA shall keep the Premises free and clear of any
liens and encumbrances arising out of or relating to its use or occupancy of the
Premises.
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. TERM.
3.1. Term Defined. The term of this Lease shall coincide with the term set forth in Section
2.1 of the Parties' ILA, which shall commence on January 1, 2023 ("Commencement
Date").
3.2. End of Term. Upon the expiration or termination of the Term, as applicable, the RFA
shall surrender the Premises to the City in the same or better condition as on the
Commencement Date, reasonable wear and tear excepted.
3.3. Hold Over. If the RFA remains in possession of the Premises after termination of this
Lease, the occupancy shall not be an extension or renewal of the Term. The occupancy
shall be a month-to-month tenancy, on terms identical to the terms of this Lease, which
may be terminated by either party on thirty (30) days written notice.
4. LEASE PAYMENT.
4.1. Rent. The RFA shall pay to the City the annual rent of One Dollar and No/100 Cents
($1.00) ("Rent"). The first installment shall be due and payable on or before
Commencement Date, and subsequent installments shall be due and payable on or
before the 1st day of each year thereafter.
5. UTILITIES AND OTHER EXPENSES.
5.1. Utilities. The RFA will be responsible for all utilities serving the Premises.
6. MAINTENANCE AND REPAIR.
6.1. Maintenance. Maintenance and Repair responsibilities shall o the requirements
of Section 5.2 of the ILA.
7. TENANT IMPROVEMENTS.
7.1. Construction. Prior to any construction, alteration, replacement, removal, or major
repair of any improvements on the Premises, the RFA shall submit to the City plans
and specifications that describe the proposed activity. Construction shall not commence
until the City has approved the plans and specifications in writing. The City shall have
thirty (30) days in which to review the proposed plans and specifications. The plans
and specifications shall be deemed approved and the requirement for the City's written
consent shall be treated as waived, unless the City notifies the RFA otherwise within
the thirty (30) days. Upon completion of construction, the RFA shall promptly provide
the City with as -built plans and specifications. The City's consent and approval shall
not be required for any routine maintenance or repair of improvements made by the
RFA pursuant to its obligation to maintain the Premises in good order and repair that
does not result in the construction, alteration, replacement, removal, or major repair of
any improvements on the Premises. The provisions of this section do not obviate any
permit requirements that may apply to the proposed activity.
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7.2. Ownership of Improvements. On the termination of the Lease, all RFA -initiated
improvements shall become the property of the City without payment by the City.
8. INDEMNIFICATION.
8.1. The RFA agrees that it will protect, save, defend, hold harmless and indemnify the City,
its officials, employees, volunteers and agents from any and all demands, claims, suits,
actions, judgments, or liabilities for injury or death of any person, or for loss or damage
to property, arising as a result of accidents, injuries, or other occurrences on the
Premises or on City's' Property, occasioned by either the negligent or willful conduct
of the RFA, its agents or any person or entity holding under the RFA or any person or
entity on the Premises or on the City's property as a result of RFA's activity, regardless
of who the injured party may be. Notwithstanding the foregoing, the City shall, to the
extent permitted by law, indemnify and hold the RFA harmless for any and all
demands, claims, judgments, or liability for loss or damage arising from the City's
negligent, reckless and/or willful acts (including those of the City's employees,
officials, or agents).
It is further specifically and expressly understood that the indemnification provided
herein constitutes the RFA's waiver of immunity under Industrial Insurance, Title 51
RCW, solely for the purposes of this indemnification. This waiver has been mutually
negotiated and agreed to by the RFA and City. The provisions of this section shall
survive the expiration or termination of this Lease.
8.2. The RFA shall indemnify and hold City harmless from any and all claims, demands,
judgments, orders, or damages resulting from hazardous substances on the Premises
caused in whole or in part by the activity of the RFA, its agents, subtenants, or any
other person or entity on the Premises during any period of time that the RFA has
occupied all or a portion of the Premises during the term of the Lease. The City shall,
to the extent permitted by law, indemnify and hold RFA harmless from any and all
claims, demands, judgments, orders or damages resulting from hazardous substances
on the Property caused by the City.
8.3. "Hazardous Substance" means any substance which now or in the future becomes
regulated or defined as Hazardous Substance or Hazardous Waste under any federal,
state, or local statute, ordinance, rule, regulation, or other law relating to human health,
environmental protection, contamination or cleanup, including, but not limited to, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980
("CERCLA"), 42 U.S.C. 9601 et seq., and Washington's Model Toxics Control Act
("MTCA"), RCW 70.105D.010 et seq.
8.4. The provisions of this Section 8 shall survive the expiration or termination of this
Lease.
9. ASSIGNMENT AND SUBLETTING.
9.1. The RFA shall not sell, convey, mortgage, assign, pledge, sublet, or otherwise transfer
or encumber all or any part of the RFA's interest in this Lease or the Premises without
the City's prior written consent which may not be unreasonably withheld by the City.
Fire Station 51 Lease Agreement Page 3 of 10
In the event of such consent, each permitted transferee shall assume all obligations
under this Lease. No assignment, sublet, or transfer shall release, discharge, or
otherwise affect the liability of RFA. The consolidation of the RFA with another entity
or the formation of a regional fire authority in which the RFA is a participating
jurisdiction shall not constitute an assignment under this Lease. The City's consent
shall not be required for a sublease of the premises to another governmental entity
providing services that directly support and benefit the operation of the regional RFA.
10. INSURANCE.
10.1. During the term of this Lease and any extension thereof, the City shall maintain an
insurance policy on the Premises in the amount of the replacement cost, for damage
from fire; earthquake; and other perils. Said insurance policy shall also insure the
replacement value of the equipment owned by the City pursuant to this Lease. The
proceeds on a claim against said insurance policy for damage shall be used to repair
damage to the building so insured and to repair or replace any damaged personal
property provided by the City.
10.2. The RFA shall be responsible for maintaining its own fire and hazard insurance on
RFA -owned personal property and leasehold improvements placed within and on the
Premises by the RFA.
10.3. The RFA 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 this Lease by the RFA, its agents, representatives, employees or
subcontractors.
11. DAMAGE OR DESTRUCTION. The Parties recognize that some or all use of the Property
or Premises may be interfered with or prevented because of fire, earthquake, flood, storm,
landslide, act of war, vandalism, theft or other extraordinary casualty ("Casualty").
11.1. Material Damage. If the Premises are damaged or destroyed by fire or any Casualty
which cannot, despite diligent, good faith efforts be repaired or restored within one
hundred twenty (120) days following the date on which such damage occurs, then RFA
may elect to terminate the Lease effective as of the date of such damage or destruction.
Within thirty (30) days after the date of such damage, the parties shall determine how
long the repair and restoration will take. After that determination has been made, RFA
shall have a period of thirty (30) days to terminate the Lease by giving written notice
to the City.
11.2. Repair after Damage. If the RFA does not give notice of the RFA's election to
terminate as provided in subsection 11.1, then the City shall, subject to the provisions
of this Section, immediately commence and diligently pursue the completion of the
repair of such damage so that the Premises are restored to a condition of similar quality,
character and utility for the RFA's purposes. Notwithstanding anything contained
herein to the contrary, if the Premises are not repaired and restored within one hundred
twenty (120) days from the date of the damage, the RFA may cancel the Lease at any
time before the City completes the repairs and delivers the restored Premises to the
RFA. If the RFA does not so terminate, the City shall continue to restore the Premises.
The RFA shall have no claim against the City for any direct, incidental or consequential
Fire Station 51 Lease Agreement Page 4 of 10
damages arising from the City's failure to commence or complete any repairs to the
Premises. In no event shall the City be obligated to spend more money on the repair
than is provided by insurance proceeds in subsection 11.1.
11.3. Uninsured Damage. If damage or destruction is caused by a peril not required to be
insured against hereunder and for which insurance proceeds are not available, either
the City or RFA may terminate this Lease by thirty (30) days written notice to the other
of its election to do so, and the Lease shall be deemed to have terminated as of such
date unless the other party agrees in writing to pay for such repairs or restoration.
12. DEFAULT AND REMEDIES.
12.1. Acts Constituting Default. The RFA shall be in default of this Lease on the
occurrence of any of the following:
(a) Failure to pay expenses when due;
(b) Failure to comply with any law, regulation, policy, or order of any lawful
governmental authority;
(c) Failure to comply with any other provision of this Lease;
(d) Failure to cure a default pursuant to Section 12.2 below;
(e) Proceedings are commenced by or against the RFA under any bankruptcy act or
for the appointment of a trustee or receiver of RFAs' Premises; or
(f) The RFA vacates or abandons the Premises.
12.2. Failure to Cure. A default shall become an event of default ("Event of Default") if
the RFA fails to cure, or take positive steps to cure, the default within 30 days after the
City provides the RFA with written notice of default, which specifies the nature of the
default.
12.3. City's Remedies Upon Default. Upon an Event of Default, the City may terminate
this Lease and remove the RFA by summary proceedings or otherwise. The City's
reentry or repossession of the Property under this subsection shall not be construed as
an election to terminate this Lease or cause a forfeiture of rents or other charges to be
paid during the balance of the Term, unless the City gives a written notice of
termination to the RFA or termination is decreed by legal proceedings.
13. ENTRY BY THE CITY. The City shall have the right to enter the Premises at any reasonable
hour to inspect for compliance with the terms of this Lease upon twenty-four (24) hours' notice.
The City and/or its agents shall comply with all of the RFA's work safety rules and restrictions.
14. NOTICE. Any notices required or permitted under this Lease may be personally delivered,
delivered by certified mail, return receipt requested, to the addresses listed on the signature
page or to such other places as the parties may direct in writing from time to time. A notice
shall be deemed given and delivered upon personal delivery or three (3) days after being mailed
as set forth above, whichever is applicable.
Fire Station 51
ease Agreement Page 5 of 10
15. MISCELLANEOUS.
15.1. Authority. The City and the RFA represent that each person signing on this Lease on
its behalf is authorized to do so.
15.2. Successors and Assigns. This Lease shall be binding upon and inure to the benefit of
the parties, their successors and assigns.
15.3. Headings. The headings used in this Lease are for convenience only and in no way
define, limit, or extend the scope of this Lease or the intent of any provision.
15.4. Waiver. The waiver by the City of any breach or default of any term, covenant, or
condition of this Lease shall not be deemed to be a waiver of such term, covenant, or
condition; of any subsequent breach or default of the same; or of any other term,
covenant, or condition of this Lease. The City's acceptance of a rental payment shall
not be construed to be a waiver of any preceding or existing breach other than the
failure to pay the particular rental payment that was accepted.
15.5. Cumulative Remedies. The rights and remedies of the City under this Lease are
cumulative and in addition to all other rights and remedies afforded to the City by law
or equity or otherwise.
15.6. Time is of the Essence. TIME IS OF THE ESSENCE as to each and every provision
of this Lease.
15.7. Invalidity. If any provision of this Lease shall prove to be invalid, void, or illegal, it
shall in no way affect, impair, or invalidate any other provision of this Lease.
15.8. Applicable Law and Venue. This Lease shall be interpreted and construed in
accordance with the laws of the State of Washington. Any reference to a statute shall
mean that statute as presently enacted or hereafter amended or superseded. Venue for
any action arising out of or in connection with this Lease shall be in the Superior Court
for King County, Washington.
15.9. Modification. Any modification of this Lease must be in writing and signed by the
parties. The City shall not be bound by any oral representations or statements.
15.10. Quiet Enjoyment. The City covenants and agrees that the RFA, upon performing the
terms and conditions of the Lease, may peacefully hold and enjoy the Premises during
said term without any interruption by the City, its successors or assigns, or any person
or company lawfully claiming by or through it.
15.11. Recording of Short Form Lease. Neither the City nor the RFA may record this Lease
without the other's prior approval, but the Parties will at any time at the request of
either party promptly execute duplicate originals of an instrument, in recordable form,
which will constitute a short form of this Lease, setting forth a description of the
Premises, the terms of this lease and other provisions hereof, except the rental and
other provisions as either party may request, which may be recorded.
15..12. Duplicate Originals. This Lease Agreement may be executed in duplicate originals.
Fire Station 5
ease Agreement Page 6 of 10
THIS AGREEMENT requires the signature of all parties and is executed as of the date of the last
signature below and is effective as of January 1, 2023.
PUGET SOUND REGIONAL FIRE
AUTHORITY
DATE:
APPROVED AS TO FORM:
15-SRFA Att6iney
NOTICES TO BE SENT TO:
Puget Sound Regional Fire Authority
Administration
24611 116th Avenue SE
Kent, WA 98030
CITY OF TUKWILA
APPROVED AS TO FORM:
,ik\nts)
City Attorney
NOTICES TO BE SENT TO:
City of Tukwila Mayor's Office
6200 Southcenter Blvd.
Tukwila WA 98188
Fire Station 51 Lease Agreement Page 7 of 10
STATE OF WASHINGTON )
) ss.
COUNTY OF KING
On this ICA*1 day of Ota000-• , 2022, before me a Notary Public in and for
the State of Washington, personally appeared ivVitttlemi L. MTV -AS , personally
known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed
the foregoing instrument as \lies (11,-tt , is the person who appeared before me, and
said person acknowledged that he/she signed this instrument, on oath stated that he/she is
authorized to execute the instrument on behalf of Puget Sound Regional Fire Authority as its Chief,
and such execution to be the free and voluntary act of such party for the uses and purposes
mentioned in the foregoing instrument.
- Notary Seal Must Appear Within This Box
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and
year first abov kvikwn.
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NOTARY PUBLIC, in and for the
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Residing at 12-tAt
My Appointment Expires
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Fire Station 51 Lease Agreement Page 8 of 10
STATE OF WASHINGTON )
COUNTY OF KING
On this
day of
ss.
, 2022, before me a Notary Public in and for
the State of Washington, personally appeared Allan Ekberg, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person who executed the foregoing instrument
as
(--(-0-7
, is the person who appeared before me, and said person
acknowledged that he/she signed this instrument, on oath stated that he/she is authorized to execute
the instrument on behalf of the City of Tukwila as its Mayor, and such execution to be the free and
voluntary act of such party for the uses and purposes mentioned in the foregoing instrument.
Notary Seal Must Appear Within This Box
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year
first above written.
:••• 0 Commission Number
195243 CY:a
(/) Dalene B Qualls z
My Appointment Expires
10/1912025
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NOTARY PUBLIC, in and for the
State of Washi g on
Residing at 1ti.)-01—/ , Washington
My Appointment Expires / / c1/ Z 0 7-5
Fire Station 51 Lease Agreement Page 9 of 10
EXHIBIT A
TUKWILA STATION 51 LEASE
ABBREVIATED LEGAL DESCRIPTION
NEW PARCEL "C" DESCRIBED AND DELINEATED IN CITY OF TUKWILA BOUNDARY
LINE ADJUSTMENT NO L 13-005 RECORDING NO 20130227900005 (BEING A PORTION
OF NE QTR NW QTR STR 35-23-04); TGW ADJOINING PORTION OF N HALF OF S 178TH
ST VACATED BY CITY OF TUKWILA ORDINANCE NO 2400 RECORDING NO
20160120000736; TGW ADJOINING PORTION OF SOUTHCENTER PARKWAY VACATED
BY CITY OF TUKWILA ORDINANCE NO 2240
Also known as King County Parcel Nos. 3523049008, located at 17951 Southcenter Pkwy.
Fire Station 51 Lease Agreement Page 10 of 10