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HomeMy WebLinkAboutITEM V-JRESOLUTION NO. 4 6 5 5 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A JAIL FACILITY LEASE AGREEMENT BETWEEN THE CITY OF AUBURN AND THE SOUTH CORRECTIONAL ENTITY (SCORE) WHEREAS, the City of Auburn is authorized by Chapter 70.48 RCW to contract for, establish and maintain correctional facilities in furtherance of public safety and welfare; and WHEREAS, pursuant to Ordinance No. 6224 adopted on January 20, 2009, the City entered into an Interlocal Agreement with the cities of Burien, Des Moines, Federal Way, Renton, SeaTac and Tukwila to form a governmental administrative agency known as South Correctional Entity (SCORE) to establish and maintain a consolidated correctional facility to serve the cities; and WHEREAS, pursuant to Resolution No. 4324 adopted on March 3, 2008, the City entered into a Interlocal Agreement for the establishment of a consolidated correctional facility, hereinafter referred as the SCORE Facility; and WHEREAS, the SCORE Facility having now been constructed, it is appropriate for the City of Auburn to enter into lease agreement with SCORE for the use of the premises. Resolution No. 4655 October 28, 2010 Page 1 of 2 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, KING COUNTY, WASHINGTON, HEREBY RESOLVES as follows: Section 1. The Mayor of the City of Auburn and the Auburn City Clerk are hereby authorized to execute a Jail Facility Lease Agreement between the City of Auburn and SCORE which agreement shall be in substantial conformity with the Agreement attached hereto as Exhibit "A" and incorporated herein by this reference. Section 2. The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. Section 3. This resolution shall be in full force and effect upon passage and signatures hereon. Dated and Signed this day of , 2010. CITY OF AUBURN PETER B. LEWIS, MAYOR ATTEST: Danielle E. Daskam, City Clerk APPROVED AS TO FORM: Daniel B. Heid, City Attorney Resolution No. 4655 October 28, 2010 Page 2 of 2 JAIL FACILITY LEASE AGREEMENT THIS AGREEMENT, made and entered into this day of 20 , by and between THE CITY OF [AUBURN] [RENTON], a Washington municipal corporation, hereinafter referred to as "Lessor" and THE SOUTH CORRECTIONAL ENTITY ("SCORE,"), a governmental administrative agency formed pursuant to RCW 39.34.030(3), hereinafter referred to as "Lessee", as follows WITNESSETH: 1. Description: The Lessor, for good and valuable consideration, hereby demises, lets and leases unto the Lessee the premises situated in the basement of 25 West Main Street, Auburn WA, 98001 in the secure space known as the Auburn City Jail located within the city of [Auburn] [Renton], Washington, and legally described on Exhibit A attached hereto and incorporated herein by reference. 2 Use of Premises: The Lessee, and its authorized representatives, subtenants, assignees, agents, invitees, and licensees, shall have the right to use, in common with others, on a non-exclusive basis the following common areas which were ordinarily used by Lessor for operation of the jail prior to commencement of this Lease: [insert description of common areas] The Lessee shall use the premises for the purpose of housing and detaining prisoners of the Lessee, and for all uses consistent therewith and in conformity with applicable policies, standards and requirements, and shall not use them for any other purpose without the written consent of the Lessor. This Lease shall also include the right of the Lessee to use any equipment of the Lessor related to the efficient operation of the facility for jail purposes, including, but not limited to computers and electronic equipment, tasers, lockers, personal protective vests, handcuffs, leg-irons, uniforms and uniform equipment and any other items that were being used by the Lessor for its jail operations prior to the commencement of this Lease The foregoing equipment are warranted by Lessor to be in reasonably serviceable condition. Lessor warrants that the premises are habitable and fit for the intended use and are in reasonably good repair with no defects which would interfere with or result in interruption of the use of the premises as a jail. Subject to the foregoing, Lessee accepts the premises in their "AS IS" condition. Lessee accepts the premises subject to all applicable federal, state, county and municipal laws, ordinances and regulations governing and regulating the use of the premises. Subject to the other provisions of this Lease, this Lease is subject to all such laws, ordinances and regulations. Lessee acknowledges that, except as otherwise provided in this Lease, neither Lessor , nor Lessor's agents have JAIL FACILITY LEASE AGREEMENT Pagel made any representation or warranty as to the suitability of the premises for the conduct of Lessee's business or use. Except as otherwise provided herein, Lessor warrants Lessee's right to peaceably and quietly enjoy the premises without any disturbance from Lessor, or others claiming by or through Lessor . 3 Term: This lease term shall be one year, commencing on the day of , 20 (the "date of commencement"). 4 Rent Payments/Utilities: Upon commencement, Lessee agrees to pay to Lessor at Lessor's address or such other place as Lessor may designate in writing, rent in the amount of Twelve DOLLARS representing full payment for the one year rental period. Lessee shall be responsible for payment of all utility bills incurred in connection with its use of the premises to the extent that utility bills can be segregated out from the Lessor's utility bills/utility usage for Lessor's premises not leased hereby. If Lessee's utility bills cannot be segregated out from those of the Lessor, Lessor shall provide Lessee with a monthly utility billing statement which reasonably calculates Lessee's share of the total utility bills and Lessee shall pay the same within ten days of receipt of such statement. 5 Maintenance and Repairs Alterations and Additions: 5.1 Maintenance and Repairs: The Lessee shall be solely responsible for the maintaining of the premises and equipment in as good a state of repair as at the commencement of the Lease, returning same to Lessor at the end of this lease in at least as good condition as presently exists except for normal wear and tear. 5.2 Alterations and Additions: No alterations or additions to the premises shall be permitted by Lessee without the express written approval of Lessor. Unless Lessor requires their removal, all alterations, additions, improvements and utility installations (whether or not such utility installation constitutes trade fixtures of Lessee), which may be made on the premises, shall at the expiration or earlier termination of the Lease become the property of Lessor and remain upon and be surrendered with the premises. Notwithstanding the provisions of this paragraph, personal property, machinery and equipment purchased and acquired by the Lessee, other than that which is affixed to the premises so that it cannot be removed without material damage to the premises, shall remain the property of Lessee and may be removed by Lessee at any time during the term hereof. 6 Entry by Lessor: Lessor shall have the right at reasonable times, and with reasonable notice to Lessee in non-emergency situations, to enter the premises to inspect the same or to show the premises to prospective buyers, tenants or lenders. JAIL FACILITY LEASE AGREEMENT Page 2 7 Liens: Lessee shall keep the premises free from any liens arising out of work performed, materials furnished or obligations incurred by Lessee and shall indemnify, hold harmless and defend Lessor from any liens and encumbrances arising out of any work performed or materials furnished by or at the direction of Lessee. 8 Assignment or Subletting: The Lessee shall not sublet or assign this Lease, title or any part thereof, without the prior written consent of the Lessor. This Lease shall not be assignable by operation of law. If consent is once given by the Lessor to the assignment of this Lease, or any interest therein, the Lessor shall not be barred from afterward refusing to consent to any further assignment of said premises. 9 Default and Re-Entry: If the Lessee shall fail to keep and perform any of the covenants and agreements herein contained, then the Lessor may cancel this Lease if the failure has not been cured after having given the Lessee thirty (30) days' notice to cure, and after at least ten (10) days notice to vacate, Lessor shall be entitled to re-enter said premises in accordance with Washington law. 10. Miscellaneous: 10.1 Entire Agreement: This instrument along with any exhibits and attachments hereto constitutes the entire agreement of the parties relative to the premises and this Agreement and the exhibits and attachments may be altered, amended or revoked only by an instrument in writing signed by both Lessor and Lessee. Lessor and Lessee agree hereby that all prior or contemporaneous oral agreements relative to the leasing of the premises are merged in or revoked by this Agreement. 10.2 Severability: If any term or provision of this Lease shall to any extent be determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Lease shall not be affected thereby and each term and provision of this Lease shall be valid and be enforceable to the fullest extent permitted by law. 10.3 Waiver: No covenant, term or condition or the breach thereof shall be deemed waived, except by written consent of the party against whom the waiver is claimed and any waiver or the breach of any covenant, term or condition shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other covenant, term or condition. Acceptance by Lessor of any performance by Lessee after the time the same shall have become due shall not constitute a waiver by Lessor of the breach or default of any covenant, term or condition unless otherwise expressly agreed to by Lessor in writing. JAIL FACILITY LEASE AGREEMENT Page 3 10.4 Surrender of Premises: The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation thereof, shall not work a merger and shall, at the option of the Lessor, terminate all or any existing subleases or subtenancies, or may, at the option of Lessor, operate as an assignment to it of any or all such subleases or subtenancies. 10.5 Recording: Lessee shall not record this Lease without the Lessor's prior written consent and such recordation shall, at the option of Lessor, constitute a non-curable default of Lessee hereunder. Either party shall, upon request of the other, execute, acknowledge and deliver to the other a "short form" memorandum of this Lease for recording purposes. 10.6 Notices: All notices or demands of any kind required or desired to be given by Lessor or Lessee hereunder shall be in writing and shall be deemed delivered forty-eight (48) hours after depositing the notice or demand in the United States Mail, certified or registered, postage prepaid, addressed to the Lessor or Lessee respectively at the addresses set forth after their signatures at the end of this Lease. All notices or requests required or permitted under this Lease shall be in writing; shall be personally delivered, delivered by a reputable express delivery service such as Federal Express or DHL, or sent by certified mail, return receipt requested, postage prepaid, and shall be deemed delivered on receipt or refusal. All notices or requests to Lessor shall be sent to Lessor at Lessor's Address set forth below and all notices or requests to Lessee shall be sent to Lessee at Lessee's Address set forth below. 10.7 Dispute Resolution. As a condition precedent to any litigation, the parties shall submit any dispute between them to non-binding mediation with the assistance of a mediator who shall be experienced in the subject matter of the dispute. The parties shall each designate a representative with settlement authority who will participate in the mediation. The mediator's fee shall be divided equally between the parties. 10.8 Hazardous Materials: Lessee shall not cause or permit any hazardous substances as defined below to be brought upon, kept or used in or about the premises by Lessee, their agents, employees, contractors or invitees. Lessee shall comply with all federal, state and local laws ordinances, codes, regulations, orders and decrees as they now exist, or are hereafter amended, including all policies, interpretations, guidelines, directions or recommendations relating to industrial hygiene, environmental protection or the use, analysis, generation, manufacture, storage, presence, release, disposal or transportation of any petroleum products, flammable, explosives, asbestos, urea formaldehyde, polychlorinated biphenyls, radioactive materials or waste, or other hazardous, toxic, contaminating or polluting materials, substances or wastes, including any materials defined as "hazardous substances", "hazardous wastes", "hazardous JAIL FACILITY LEASE AGREEMENT Page 4 materials", or "toxic substances" (collectively, "Hazardous Materials") under any such Hazardous Materials Laws and amendments thereto. Lessee shall defend (with counsel reasonably acceptable to Lessor) and indemnify Lessor and Lessor's officers, directors, partners, managers, members, employees, agents, successors and assigns against any and all claims, liabilities, damages, costs, penalties, forfeitures, losses, obligations, investigation costs, remediation and removal costs, natural resource damages and expenses, including attorney's fees, arising in whole or in part, directly or indirectly, from (a) the presence or release of Hazardous materials in, on, under, upon or from the premises as a result of acts or omissions of Lessee or their employees, agents or invitees; (b) the transportation or disposal of Hazardous Materials to or from the premises by, at the request of or with the permission of Lessee, its employees, agents, or invitees; (c) the violation of any Hazardous Materials Laws by Lessee, their employees or agents; (d) the failure of Lessee, their employees or agents to comply with the terms of this Section 10.7; or (e) the use, storage, generation or disposal of Hazardous Materials in, on or about the premises. The respective rights and obligations of Lessor and Lessee under this Section 10.7 shall survive the expiration of earlier termination of this Lease. 10.9 Lessee's Indemnification and Hold Harmless: Lessee shall defend (using legal counsel reasonably acceptable to Lessor) indemnify, and hold Lessor, their agents, employees, and elected officials harmless from any and all claims, expenses, including attorneys fees, or damages by any reason of or arising out of the negligent act or omission of the Lessee their agents, customers (including prisoners), employees, contractors, subtenants or assignees or any of them relating to or arising out of the performance of this Agreement, except for the damages caused by the negligence of the Lessor. The provisions of this Section shall survive expiration or termination of this Lease and shall include all claims against Lessor by any employee or former employee of Lessee. Lessor and Lessee have specifically negotiated and Lessee specifically waives any provisions of any industrial insurance act, including Title 51 of the Revised Code of Washington, or any other employee benefit act which might otherwise operate to release or immunize Lessee from their obligations under this Section. 10.10 Lessor's Indemnification and Hold Harmless: Lessor shall defend (using legal counsel reasonable acceptable to Lessee), indemnify and hold Lessee, their agents, and employees, harmless from any and all claims, expenses, including attorneys fees, or damages by any reason of or arising out of the negligent act or omission of the Lessor their agents, customers (including prisoners), employees, contractors, subtenants or assignees or any of them relating to or arising out of the performance of this Agreement, except for the damages caused by the negligence of the Lessee. The provisions of this Section shall survive expiration or termination of this Lease and shall include all claims against Lessee by any employee or former employee of Lessor. Lessee and JAIL FACILITY LEASE AGREEMENT Page 5 Lessor have specifically negotiated and Lessor specifically waives any provisions of any industrial insurance act, including Title 51 of the Revised Code of Washington, or any other employee benefit act which might otherwise operate to release or immunize Lessee from their obligations under this Section. 10.11 Attorney's Fees and Costs: Upon any litigation or other proceeding between the parties hereto, declaratory or otherwise, arising out of this Lease, the prevailing party shall recover from the non-prevailing party all costs, damages, and expenses, including reasonable attorneys and costs expended or incurred in connection therewith (collectively "Attorneys' Fees. 10.12 Binding Effect: The covenants and agreements of this Lease and/or any extension thereof, shall be binding upon the successors and assigns of all parties herein except as hereinabove provided. 10.13 Time: Time is of the essence of this Lease. 10.14 Signs: Lessee may, at its sole cost, erect signs upon the premises provided that such sign or signs (a) do not cause any structural or other damage to the building; (b) do not violate applicable governmental laws, ordinances, rules or regulations; (c) do not violate any existing restrictions affecting the premises; and (d) are approved in advance by Lessor. 10.15 Governing Law: This Lease shall be governed by and its terms and conditions construed in accordance with the laws of the State of Washington. 10.16 Insurance. The parties hereto shall be responsible for maintaining, during the term of this Lease and at each party's sole cost and expense, the types of insurance coverages and in the amounts described below. Each party shall furnish evidence, satisfactory to the other, of all such policies. During the term hereof, each party shall take out and maintain in full force and effect the following insurance policies: a. Comprehensive public liability insurance, including automobile and property damage, insuring the parties against loss or liability for damages for personal injury, death or property damage arising out of or in connection with the performance by one party of its obligations hereunder, with minimum liability limits of $1,000,000.00 [or greater amount to be determined by insurance broker] combined single limit for personal injury, death or property damage in any one occurrence. b. Such workmen's compensation and other similar insurance as may be required by law. C. Professional liability insurance with minimum liability limits of $1,000,000.] [inclusion of this sub section and amount to be determined by insurance broker] JAIL FACILITY LEASE AGREEMENT Page 6 EXECUTED by the parties on the date and year first above written. LESSOR By: Title: _ Address LESSEE: By: Title: _ Address JAIL FACILITY LEASE AGREEMENT Page 7 STATE OF WASHINGTON ) ) ss COUNTY OF KING ) I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he/she signed this instrument and on oath stated that he/she was authorized to execute the instrument as the Mayor of the City of [Auburn] [Renton], and acknowledged it to be the free and voluntary act of the City of [Auburn] [Renton], Lessor herein, for the uses and purposes mentioned in the instrument. Dated Notary Public in and Washington residing at My appointment expire: STATE OF WASHINGTON ) ) ss COUNTY OF KING ) for the State of I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he/she signed this instrument and on oath stated that he/she was authorized to execute the instrument as the of The South Correctional Entity ("SCORE,"), Lessee herein, and acknowledged it to be that party's free and voluntary act for the uses and purposes mentioned in the instrument. Dated Notary Public in and Washington residing at My appointment expire: for the State of JAIL FACILITY LEASE AGREEMENT Page 8 EXHIBIT A LEGAL DESCRIPTION OF THE PREMISES The secure space known as the Auburn Jail located in the basement of 25 West Main Street, Auburn WA 98001 K\2066924\00001\20791 LCD\20791K25V5 JAIL FACILITY LEASE AGREEMENT Page 9