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HomeMy WebLinkAboutLease AgreementOFFICE SPACE LEASE AGREEMENT Lease agreement by and between: LESSOR: City of Auburn 25 West Main Street, Auburn, WA 98001, hereinafter "LESSOR", and LESSEE: King County Real Estate Services ADM-ES-0830 500 Fourth Avenue, Room 830 Seattle; WA 98104-2337 and King County District Court 516 Third Ave. S., Room W 1034 Seattle, WA. 98104, hereinafter "LESSEE." Collectively, the LESSOR and the LESSEE are referred to as the "Parties." IN AND FOR CONSIDERATION of the mutual benefits to each party, subject to the teims and conditions below, LESSOR leases to LESSEE, and LESSEE leases from LESSOR, a portion of the premises located at 340 East Main St, Auburn, Washington, The lease premises is approximately 12,400 square feet of space indicated on the Floor Plan in Exhibit "A", located at 340 E Main St, Auburn Washington (hereafter, the "Premises"). Said lease agreement (hereafter, the "Lease") is subject to the terms, covenants, and conditions stated herein and the LESSEE covenants as a material part of the consideration to this Lease to keep and perform each and all of said terms, covenants, and conditions by it to be kept and performed and that this Lease is made upon the condition of said performance, TERMS AND CONDITIONS 1. Term. The term of ilnis Lease shall commence on the latest date of execution of this Lease by the Parties and end on December 31, 2016, with the option of a 5-year extension from January 1, 2017 through December 31, 2021 subject to prior written notice from LESSEE to LESSOR confirming LESSEE'S exercise of said option, 2. Rent. As consideration for this Lease in lieu of payment of rent the LESSEE covenants and agrees to operate a Dishict Court pursuant to the terms and conditions outlined between the Parties as provided in Auburn Municipal Resolution 4833, attached hereto as Exhibit B and incorporated herein by this reference 3. Utilities. LESSOR shall furnish all utilities including bash disposal to the Premises, at LESSOR'S expense, during the term of this Lease. 4. Maintenance. LESSOR shall maintain the Premises in reasonable condition during the term of this Lease, at LESSOR'S expense, including maintenance, repair and replacement of the structure, operating systems, furniture, fixtures and equipment and provision of janitorial service to the Premises. 4. Possession/Use. LESSEE shall use the Premises only for the direct purpose of operating the King County District Court (hereafter, the "Permitted Use"). LESSEE shall comply with all federal, state, and local laws, rules, ordinances, and codes affecting their use of the Premises. 5. Assienment and Sublease. LESSEE shall not assign this Lease or sublet the Premises without LESSOR's written consent. 6. Remodeling and Alterations. The LESSEE may not remodel of refurbish the Premises in any way without receiving the written consent of the LESSOR. The LESSEE may install such cabinets, shelves, counters, desks, screening equipment, etc. as may be reasonably necessary for the Permitted Use. The installation shall be done in a manner that minimizes any damage to the Premises. Upon termination of this Lease, LESSEE shall remove all cabinets, shelves, counters, and desks from the Premises, and shall promptly repair any nail or screw holes or other damage to the Premises resulting from the installation and removal of the same. All such repairs shall be of first-class workmanship in the reasonable opinion of LESSOR.. 7. Condition of Premises. LESSEE has inspected the Premises and any equipment, appliances, and fixtures which are included as part of the Premises, and accept them in "as is" condition. LESSEE acknowledges that, LESSOR has made no representation or warranty concerning the condition of the Premises, or any appliances or fixtures. LESSEE has the right to use all equipment, appliances, farniture and fixtures which are included as part of the Premises provided that such use shall conform to cormnercially reasonable use, normal wear and tear excepted. LESSOR shall be responsible for maintaming.the sidewalk and doorway in front of the Premises, keeping it clear of debris, snow and ice. 8. Repairs. By occupying the Premises, LESSEE shall be deemed to have accepted the Premises as being in good, sanitary order, condition and repair. LESSEE shall be. responsible for maintenance and repair of LESSEE'S personal property at LESSEE'S expense. LESSEE shall upon the expiration or sooner termination of this Lease hereof surrender the Premises to the LESSOR in good condition, ordinary wear and tear and damage from causes beyond the reasonable control of LESSEE excepted. LESSEE may reasonably make repairs at LESSOR's expense with LESSOR's prior written approval which expense LESSOR shall reimburse to LESSEE. Notwithstanding the provisions of this paragraph 8, LESSOR'S obligation to repair uid maintain the shuctwal portions of the building in which the Premises ,are Page12 9/24/2012 located shall include the plumbing, HVAC and electrical systems, except repairs that are caused by any act or omission of any duty by the LESSEE, its agents, servants, employees or invitees, in which case LESSEE shall pay to LESSOR the reasonable cost of such maintenance and repairs. 9. Indemnity and Hold Harmless. LESSEE agrees to inderumly and hold LESSOR harmless as provided herein to the maximum extent possible under law. Accordingly, LESSEE agrees for itself, its successors, and assigns, to defend, indemnify, and hold harmless LESSOR, its appointed and elected officials, and employees from and against liability for all claims, demands, suits, causes of action and judgments, including costs of defense thereof for injury to persons, death, or property damage which is caused by, arises out of, or is incidental. to LESSEE'S exercise of rights and privileges granted by this Lease, except to the extent of LESSOR'S negligence. LESSOR agrees to indemnify and hold LESSEE harmless as provided herein to the maximum extent possible under law. Accordingly, LESSOR agrees for itself, its successors, and assigns, to defend, indemnify, and hold harmless LESSEE, its appointed and elected officials, and employees from and against liability for all claims, demands, suits, causes of action and judgments, including costs of defense thereof for injury to persons, death, or property damage which is caused by, arises out of, or is incidental to LESSOR'S exercise of rights and privileges granted by this Lease, except to the extent of LESSEE'S negligence. Where such claims, demands, suits, and judgments result from the concurrent negligence of the Parties, the indennity_provisions provided herein shall be valid and enforceable only to the extent of each Party's negligence. Each of the Parties agrees that its obligations under this paragraph 9 extend to any claim, demand, cause of action and judgment brought by, or on behalf of, any of its employees or agents. For this purpose, each of the Parties, by mutual negotiation, hereby waives, with respect to each of the other Party's only, any immunity that would otherwise be available against such claims under the industrial insurance provisions of Title 51 RCW. In the event that any of the Parties incurs any judgment, award, and/or cost arising therefrom, including attorney fees, expenses, and costs shall be recoverable from the responsible Party to the extent of that Party's negligence. 10. Insurance. LESSEE shall at all times during the term of this lease maintain insurance coverage insuring both themselves and the LESSOR against liability for damage for any loss, injury, or death arising out of LESSEE'S use or lease of the premises, appliances, or fixtures in an amount at least equal to $1,000,000.00 per person/per occurrence. LESSEE shall provide LESSOR with a certificate evidencing such coverage upon request. The insurance policies are to contain, or be endorsed to contain, the following provisions for Commercial General Liability insurance: A. The LESSEE'S insurance coverage shall be primary insurance as respect the LESSOR. Any hisurance, self insurance, or insurance pool coverage maintained by the LESSOR shall be excess of the LESSEE'S insurance and shall not contribute with it. Page � 3 9/24/2012 B. The LESSEE'S insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the LESSOR. C. In lieu of the insurance requirements set forth in paragraph 10, LESSEE may self -insure against liability risks and shall promptly notify LESSOR should LESSEE . cease its self-insurance and shall promptly comply with the policy and coverage requirements herein. As a self -insured government entity LESSEE lacks the ability to name LESSOR as an additional insured or treat LESSOR as such. 11. No Limitation. LESSEE' S maintenance of insurance as required by the agreement 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. Should LESSEE cease self-insurance, LESSEE shall furnish 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. 12. Waiver of Subrogation. 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 the building in which the Premises are located. This waiver of subrogation shall apply only to the extent that such claim, loss or liability is covered by insurance. 13. Damage or Destruction of Premises. In the event the Premises are substantially damaged or totally destroyed by a casualty, either LESSOR or LESSEE shall have the option to immediately terminate this Lease. LESSOR and LESSEE may by written agreement, agree to LESSOR'S repair of the Premises or provide an alternative location for LESSEE to continue operations. 14. Miscellaneous. A. Due to the sensitive and confidential nature of the Permitted Use, LESSEE shall have exclusive control of the Premises. LESSOR may enter the Premises for emergency purposes without prior consent of LESSEE, provided, LESSOR shall notify LESSEE of such entry and the purpose for the entry as soon as reasonably possible thereafter. LESSOR shall be entitled to enter the Premises in non -emergency situations with LESSEE'S advance consent and following reasonable advance..notLice orxJy as follows; (a) at reasonable times to inspect the Premises; (b) to maintain and repair the Premises; (c) for the purpose of maintenance and repair, erect scaffolding and other necessary structures when reasonably required by the character of the work performed, provided that (i) the entrance to the Premises shall not be blocked thereby, and (ii) the court activities of LESSEE shall not be interfered with unreasonably. This section shall not limit LESSOR'S entry into the portion of the Premises open to the public during the times it is open to the public for the purpose of participating in the court services to be provided by LESSEE. Moreover, this provision does not apply to LESSOR'S Page 14 9/24/2012 prosecution, and custodial staff who may continue to have access to the Premises during tunes it is open to the public in the manner they have traditionally enjoyed. The right of the LESSOR to enter for inspection. purposes shall not be construed as a dutv to inspect. B. This Lease shall be binding upon and run to the benefit of the heirs, personal representatives, and assigns of each party, provided, LESSEE shall not sublet the Premises or assign this Lease without LESSOR's written consent. C. If either party brings a suit against the other to enforce any rights or obligations contained in this Lease, the losing party shall pay the prevailing party's reasonable attorney's fees and costs. D. Thus Lease maybe amended by written agreement of the parties. E. Thus Lease requires the approval by ordinance of the King County Council in order to remain in effect beyond December 31, 2012. Either LESSOR or LESSEE may terminate this Lease for convenience by notifying the other party at least thirty (30) days prior to termination. Should either party terminate this Lease for convenience, all monetary obligations arising from the Lease shall also terminate. All obligations arising from this Lease or termination thereof, whether monetary or nonmonetary, shall terminate no later than the last day of the calendar year in which such termination for convenience is effective. F. LESSEE may place, with the permission of the LESSOR, signs designating the building as a courthouse. Such signs will be solely at LESSEE'S expense and may be placed on or around the building in which the Premises are located and at the entrance to the Premises. LESSEE shall secure any necessary permits prior to installation of signs and shall be responsible for maintenance of said new signs. G. Exeept as may be hereafter amended, this Lease contains all the written agreements and understandings of the parties respecting the matters contained herein. LESS LESSOR: CIT A I{1NG COUNTY By: —�� By: Peter B. Lewis, Mayor Step ren Salyer, Man ger KC Real Estate Services SEP 26 ?P11 Date: Date: J, 2P7 Page � 5 9/24/2012 Attest:. �l�i a-Aa Danielle Daskam, City Clerk 7(e,( c� as 6` _or• ty ttomey Approved as o Form: Ting Coun y Senior Deputy Prosecuting Attorney Recommended for Approval Ding County District Coui Page � 6 9/24/2012 Exhibit A Page � 7 9/24/2012 Page � 8 9(24/2012 RES®LUTI®N td0.4� 8 3 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN INTERLOCAL AGREEMENT BETWEEN THE CITY QF AUBURN AND KING COUNTY FOR DISTRICT COURT SERVICES WHEREAS, the City of Auburn has utilized a municipal court created pursuant to Chapter 3.50 of fhe Revised Gode.of Washington (RCWj to carry out its judicial responsibilities, either as directed by state law or through City ordinance; and WHEREAS, in connection with the ongoing and changing judicial responsibilities with -which the City is involved, the City Council has explored alternative approaches to address efficiencies; and WHEREAS, after a thorough review of the alternatives and options available fo the Gtty and in light of fhe proposal that the Cify of Auburn received from the King County District Court system, it is advantageous for the City to enter into an Interlocal Agreement with King County for district court services. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, . KING COUNTY, WASHINGTON, HEREBY RESOLVES as follows: Section 7. The Mayor and the Auburn City Clerk are hereby authorized to execute an Agreement between the City of Auburn and King County for district coati services in substantial conformity with the Interiocal Resolution No. 4833 July 2, 2012 Page 1 of 2 Agreement attached hereto as Exhibit "A" and incorporated herein by this reference. Section I The Mayor is hereby authorized to implement such n. administrative procedures as may be necessary to carry ouf the directives ofi this legislation. Section 3. This resolution shall be in full force and effect upon passage and signatures hereon. Dated and Signed this 1 �' day of� -�\ e PETER B. LEWIS, MAYOR ATTEST: Dan elle E. Daskam, City Clerk APPR 'D FORM; f4 A Daniel B. Flei CityAttorne Resolution No. 4833 July 2, 2012 Page 2 of 2 INTERLOCAL AGREEMENT FOR PROVISION OF DISTRICT COURT SERVICES BETWEEN KING COUNTY AND THE CITY OF AUBURN THIS INTERLOCAL AGREEMENT ("Agreement") FOR PROVISION OF DISTRICT COURT SERVICES BETWEEN ICING COUNTY ("County") AND THE CITY OF AUBURN {"City") is entered on this day of 2012. Collectively, the County and the City are referred to as the "Parties." "Cities" refers to aIt Cities that have signed an Agreement for District Court Services to begin January 1, 2007 or later. Wheroas, the Pasties support the District Covet"s nussion statement that recognizes the value of working together to provide an accessible forum for the fah•, efficient, and . ttuderstandable resolution of civil and criminal cases and maintaining an atmosphere of respect for the dignity of individuals; and, Whereas, the County values the City as a customer and intends to provide a predictable level and quality of seivice; and, Whereas, it is the intent of the Parties to establish mechanisms within this Agreement to ensure court service, case processing and court operations are delivered as consistently as possible within each court and across the District Court system; and, Whereas, the Parties have established withhr this long term Agreement a process tinder which District Court services, facilities, and costs can be mutually reviewed; and, Whereas, consistent with Reconunendation #8 of the 2005 District Court Operational Master an, the County will conthiue to support a Gam'Vwido District Court, utilizing existing facilities, to provide for a more equitable and cost effective system of justice for the citizens of Icing County. Pursuant to the 2005 District Court Operational Master Plan, the County will: A. Ensure Court facilities promote system efficiencies, quality services and access to jusfice, B. Consolidate District Court facilities that exist in the same city, C. Reconsider facilities if there are changes with contracting cities or changes in leases, D. Work with the Cities to develop a facility master plan as it relates to the District Court; and, Whereas, this long term agreement provides sufficient revenue to the County to allow for tho continued provision of Dish'ict Court services and provides the City with a service level commensurate with that revenue; NOW THEREFORE, in consideration of the mutual covenants contained herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows: 1 1.0 Term l.f This, Agreement shall be effective as. of., 2012 mud shall remain in effect for an initial term ending on December 31, 2016. This Agreement shall automatically extend upon the same terms and conditions.fot a five year term thereafter (conunene3ng January 1, 2017, and expiring oft December 31, 2021), unless terminated or alternately extended as provided herein, 1.2 Termination and Notice of Terminatioa. This Agreement is terminable by either party without cause and in its sole discretion if such party provides written notice to the other party no later than 18 months prior tothe expiration of the term then running. For the initial term, notice shall be provided tno later than June 30, 2015, Far the five year term, notice shall be provided no later than June 30, 2020. For each of the two terms, the termination shall be effective at the end. of the term then running, 1.3 Extension pending conclusion of negotiations with respect to amending Agreement.. The Parties may agree in writing to extend the term of this Agreement upon the same terms and conditions if the Parties are negotiating in good faith,fot,changes to the Agreement. The extension shall be such that termination occurs not less than 18 months after the end of good faith negotiations, The end of good faith negotiations may be declared in writing by either party, Following such declaration, there shall be a 30 day period in which either party may provide written notice to the other patty of its intent to terminate this Agreement at the end of the extended Agreement terin, 2.0 Services; ®versigTtt Committees 2:1 District Court Services defined, The County and Di"strict Court shall provide District Court Services for all City cases filed by the City in King County District Court. District Court Services as used in this Agreement shall mein and include all local court services imposed by state statute, court tale, City ordinance, or other regulations as now exisflng or as hereafter amended, including but not limited to the services identified in Sections 2.1 through 2.2.7. Nothing in this Agreement shall permit the City to regulate t to administration of the court or the selection of particular judges to Bear its cases by city ordinance. 2.2 The Patties recognize that OR 29 requires that the ultimate decisiotruiatcing authority regarding the management and administration of the Gonrtrests with the Presiding Judge and/or the Division Presiding fudge, and, the Parties recognize that the duties imposed by OR 29 arenon-delegable except as provided otherwise in GR29. The provisions of Sections 2.1 through 2.23 of this Agreement are subject to OR 29 and the non -delegable duties and responsibilities of the Presiding Judge and/or the Division Presiding Judge contained therein, 1 2.1 Case Processing andManaaement. The County and District Court shall remain responsible for the filntg, processing, adjudication, and penalty 2 enforcement of all City cases filed, or to be filed, by the City m District Court, whether criminal or civil. Such services shad inelude but not be limited to: issuance of search and arrest warrants; the conduct of motions and other evidentiary hearings; pre-trial hearings; discovery matters; . notifications and subpoenaing of witnesses and. parties prior to, a scheduled heaxing, providingto the Cityp oseeutcs (and contract City prosecutor Who has signed the required Department of Licensing oonfidentiatity agreement); complete count calendars, defendants criminal histories ("DCH"), abstracts of driving records (` ADR"), and other documentation necessary to efficient caseload management prior to a scheduled City court calendar; the conduct of bench and jury trials; pre -sentence investigations; sentencing; post -trial motions; the duties of the courts of limited Jurisdiction regarding appeals; and any and all other court functions as they relate to municipal cases filed by the City in District Court, Upon mutual agreement of the City and the District" Court, the District Court may provide some or all of the documents and information required under this section to. the City by alternative means, such as electronic files. 2.2.2 Chances in Court Processing. Except when determined by the Presiding Judge that a shorter not1do peilod is necessary, the:District. Court shall provide the City's designated representative(s) of the Court Facility Management Review Committee ("CFMRC") with two months notice by U.S, Mail or e-mail prior to changes in Court processing procedures that directly impact City operations in order to provide the City with adequate time to assess the effect ofproposedchanges on City operations, unless a. shorter timefiame for notice is mutually agreed upon by the Parties throughthe CFMRC.. 2,2.3 Customer Service Standards. The District Court shall provide a means for the public to contact the Court by felephone, including transferring the. caller to a particular Court facility if requested, and front counter access to each Court facility during regular business hours, without lengtlry wait. The District Court Management Review Committee ('DCMRC") shall establish performance measures and standards for telephone and front counter access, including reporting requirernents, TheDistriet.CourtshallmAereasonable efforts to meet or exceed the standards. In the event the District Court fails to meet the standards, the District Court shall draft an action plan and submit it to the DCMRC for consideration and direction. In order to minimize ww1doad on District Court staff,, the City prosecutor andparalegal staff shall continue to have access to thoUstrict Court court files in order to most efficiently obtain copies and other necessary information. 2.2.4 Probation Services, The County shall provide probation services unless a City opts to provide its own prohafioi�sarvices and notifies the County in writing that it does not wish the County to provide probation services at least six months prior to the effective elate of this Agreement or six months prior to January 1 of the year in which probation services shall be discontinued. Notwithstanding this provision, the County may terminate probation services upon not less than six months advance written notice to the City if (a) the County is unable to procure sufficient primary or excess insurance coverage or to adequately self -insure against liability arising from the provision of probation services, and (b) the County ceases to provide probation services throughout Ding County District Court. The City may purchase additional court services (such as drug court, mental health court, or rellcensing) from the County under mutually agreeable terms. 2.2.6 Regular Cowt Calendars. 2.2.6.1 Definition of Regular Calendar. A Regular Calendar is defined as a recurring court calendar which requires the attendance of the City prosecutor, public defender, or police officers (hereafter "Regular Calendar"). A City budget for court services assumes a finite number of Regular Calendars. The provisions of Section 2.2.6 regarding Regular Calendars do not apply to other judicial functions and hearings, including but not limited to, jail hearings at the King County Jail in Seattle or Who Regional Justice Center, hearings or trials that cannot be set on the City's Regular Calendar due to time limitations or transport issues, search warrants, infraction hearings where a city attorney is not required to be present, or mitigation hearings. 2.2.6.2 Scheduling ofRegular Calendars. The City's Regular Calendars shall remain scheduled all day Monday through Frida hi one courtroom and such other days of the week as necessary in a second courtroom (notto exceed 2.5 daysper weeks.. Any Regular Calendar that is to occur on a day other than the day or days specified in this subsections shall require the mutual consent ofthe Parties. However, the City's prior consent shall not be required if a Regular Calendar is moved to the next judicial day following a day on whichthe Court was closed due to a court holiday. 2.2.7 City Judicial Services, Not later than September 30th, the Cities' whose cases are primarily heard at the same District Court facility shall submit in writing to the Chief Presiding Judge a pool of District Court judges who may hear these Cities' Regular Calendars beginning the next calendar year. The pool shall consist of not less than 75% of the judges elected or .appointed to the judicial district wherein the facility is located. Within 30 days of an election or notice to Cities of an appointment of a new judge within the judicial district, the Cities shall be entitled to recreate their pool of District Court judges. The recreated pool shall take effect within thirty Procedures of this section shall also apply if only one City is using a court facility. 0 days of submNsion of the pool. In the case of an election, the recreated pool. shall take effect the next calendar year following the election. Except when the Chief Presiding Judge deems an alternative assignment is necessary, the Chief Presiding fudge shall. assign judges from these Cities' pool of judges to hear.their Regular Calendars, If no pool of judges is submitted by the Cities at a particular facility; the Chief Presiding Judge may assign any judge of the District Court to hear the Regular Calendars at that facility. All other judicial functions and hearings that are not set on the City's Regular Calendars can.bc heard by any judicial officer of the District Court against whom an affidavit oi<prejudice has not previously been filed that would prevent the judicial officer fioin hearing the matter, 2,2.8 Uiiessprovided otherwise in a written agreement betweerithe Parties, the County shall lrroAde all necessary persormel, equipment and facilities to perform the foregoing described District Court SerVlces in a timely manner as required bylaw and court rule, 2:3 District Court Management Review Committee (DCMBCj. 2.3,1 System. -wide issues related to tho services provided pursuant to ttris Agreement will be monitored and addressed through a District Court Management Review Committee: The Committee shall consist of the District Court Chief Presiding Judge, the District Court Chief Administrative Officer, any other District Court representatives designated by the District Court Chief Presiding Judge or Chief Administrative Officer, a:rcpzesontativc of flip King County Executive; and one representative for each city. On or before: the offeetive date ofthis Agreement, the City shall identify in writing to the Chief Presiding Judge the name, phone number, e-mail and postal address of its representative and to whom notice as provided in this Section shall be sent. If the City wishes to change the information provided to the Chief Presiding Judge;_ it shall notify the Chief Presiding Judge in writing at least seven days prior to the change. The City may send its representative or the representative's designee. to the DCMRC meetings. 2.3.2 The DCMRC shallmeet at least quarterly unless. otherwise agreed and shall make decisions aird fake actions upon flee mutual agreement of the Cities, the County; and the Chief Presiding Judge. Mutual, agreement of the Cities is defined as votes representing 65% of total Cities' case filings for the prior calendar year and 65% of all Cities. The County, the Chief Presiding Judge, orthe Cities can vote at any time up to 45 days after DCMRC action unless mutual agreement has been reached sooner. The Chief Presiding Judge or Iris/her designee shall schedule. meetings and submit proposed agendas to the representatives. Any representative may suggest additional agenda items. The Chief Presiding Judge or his/her designee shall provide the Committee representatives with written notice of the actions taken by the DCMRC in a timely manner. The DCMRC shall ensure that a cost and fee reconciliation is completed at least annually and that the fees retained by the County and remitted to the City are adjusted to ensure that the County fully recovers its City Case Costs and that the City retains the remaining Fees, as defined and described in Section 4, below. 2.3.4 The DCMRC shall provide recommendations aznd/or guidelhtes regarding the hnplementation of services tinder this Agreement including, but not limited to, court calendar scheduling, public access (such as phone and counter services), . officer overtime, officer availability (such as vacation and training schedules), new technology, facility issues, jail issues, and warrant issues. 2.4 Conn Facility Management Review Committees (Ci+MAC). Faeihty level issues related to this Agreement shall be addressed by the Court Facility Management Review Committee established for each Facility, taking into consideration guidance from the DCMRC. The CFMRC for each Division/faci ity shall consist of the judges at that facility, the Division presiding judge, the Division director, the court manager, the applicable City prosecutor/attorney, the applicable City public defender, and such other representatives as the City or the District Court wishes to include. On or before the effective date of this Agreement, the City shall identify in writing to the Division Presiding Judge the name(s), phone namber(s), e-mail and postal address(es) where notice of meetings shall be sent. if the City wishes to change the information provided to the Division Presiding Judge, it shall notify the Division Presiding Judge at least seven days prior to the change. The City may send its representative(s) or the representative's designee to the CFMRC meetings. Each CFMRC shall meet monthly unless the Court and the applicable Cities agree to cancel a particular meeting. The members shall agree on meeting dates. The CFMRC shall make decisions and take actions upon the mutual agreement of the representatives. 3.II I acinties �.I UtilizingExistingFacilities 3.1,1 The County is committed to a unified, Countywide District. Court and intends to utilize.existing facilities pursuant to the provisions of Seetion 3.1. The County shall operate a court facility within the cities of B'udicn,. Kent, Redmond, and Shoreline unless (1) it obtains agreement from all Cities served in the city in which the facility is located, or (2) notice has been given to terminate the Agreement by the city in which the facility is located. 8.1:2 If the County determines that it will close the eaurt facility within the cities of Burton, Kent, Redmond, and Shoreline and relocate District Court aervhces within the same city, the County shall provide written notice to the City(es) served 'in the affected facility. Relocation of the City(iea)'s District Court services under this subsection shall result from the County's determination, after consultation with the City(ies) served in the. affected facility, that continuing to operate the facility would 1) pose health and safety rI ks;.2) exceed the facility's ttsefal life based on the cost of maintainifig the facility; or 3).not be able to minimally meet the operational needs ofthe District Court: 3.13 1£a facility is to ba closed pw suantto Subsections 3.1.1 or 3.I.2, the . County shall work cooperatively with City(ies) served in the facility to relocate affected District Court services to a different facility. A city impacted by a facility closure may choose to relocate to an existing facility or move to a different facility. If District Court does not already provide services m the location(s) proposed for the displaced services, the County and the Cities served.irt the facility to be closed shall negotiate in good faith a separate agreement which includes, but is not Ihnited to, identifying the Iocation of these services, cost sharing responsibilities and financial commitment,, ownership interest (if applicable), and implementation schedule. If the County and any of the City(ies) served hi the facility to be. closed do not enter into the separate agreement within 24 months from the County's notice provided under Subsection 3.1.1 or 3.1.2, either party mayprovide written notice of termination notwithstanding other provisions of this Agreement related to termination. The termination date shall be at least 18 months from the date of the notice of termination unless an earlier date is agreed to by the parties. 3.1.4 If, after consulting with the City(ies)ies served in the covet facility within the city of Issaquah; the County gives written notice to the affected City(ies) to close the Issaquah facility, the County shall work cooperatively with the City(ies) served in the facility to relocate affected fIl District Court services to a different facility. A city impacted by a facility Closure may choose to relocate to an existing facility or move to a different facility. If District Count does not already provide services in the location(s) proposed for the displaced services, the County and the City(ies) served in the Issaquah facility shall negotiate in good faith a separate agreement which includes, but is not limited to, identifying the location of those, services, cost sharing responsibilities and financial commitment, ownership interest (if applicable); and implementation. schedulo, if the County and any of the City(ies) served in the Issaquah facility do not enter into the separate agreement within 24 months from the County's notice of closure provided under Ibis Subsection, either party may provide written notice of termination notwithstanding other provisions of this Agreement related to termination. The termination date shall be at least 18 months from the date of the notice of tennination unless an earlier date is agreed to by the parties. 3.1.5 Notwithstandingany provisions of Section 3.1, the County may relocate District Courtscrvices provided in the Aukeen facility to the Regional Justice Center, 3:1.6 The annual facility charges for the District Count facilities that axistin the Cities of Burien, Kent, Redmond, and Shoreline at the commencement of this Agreement' satisfy the financial.obligations of the Cities served by these facilities for facility operations and daily maintenance, major maintenance, and other costs necessary to maintain existing facilities. This charge does not cover the costs associated with capital improvements as defined in Section 3.1 and does not entitle the City to any funds or credit toward replacement of the existing facility, The annual facility charge will be included as a reimbursable City Case Cost under Exhibit A with the exception that space that is dedicated to the sole use and benefit of`either a city, the County, or other tenant, shall be excluded from the total square footage and be the sole financial responsibility of the benefiting party. Reimbursement for space dedicated to the sole use of the City shall be based on the financial terns in Exhibit B. and included as a City Case Cost under Exhibit A. All other terms and conditions for the Citydedicated space shall be covered in @. separate lease agreement. Each year, the County will identify in Exhibit A the square footage of dedicated space for each facility. Empty or unused space at a facility, previously used as dedicated space forthe sole benefit and use of either the County, the. City(les), or other tenant, shall be excluded from the total square footage. The annual charges for tlib Burien, Vent, Redmond and Shoreline facilities are calculated in accordance. with Exhibit B. 3.1.7 The annual facility charge for the District Court facility that exists lathe city of Tssaquah at the commencement of tbi's Agreement, satisfies the financial obligations of the Cities served by that facility for facility operations and daily maintenance, major maintenance, and lease costs, This charge does not cover the costs associated with capital improvements as defined in Section 3.3 and does noti enthlo the My to any funds or credit toward replacement of the existing facility. This charge also does not cover costs for necessary and unanticipated major repairs that are not scheduled under the County's major maintenance program. (Examples of such repairs include, but are not limited to, repairs necessitated by flood, fire or earthqualce.) The County and the Cities receiving District Court services in the Issaquah facility agree to negotiate in good faith a separate agreement for a cost sharing plan for these unanticipated major repairs: The annual facility charge will be included as a reimbursable City Case Cost under Exhibit A with the exception that space that is dedicated to the sole use and benefit of either a city, the County, or other tenant, shall be. excluded from the. total squarefootage and be the sole financial responsibility of.the benefiting party, Reunbu sement for space dedicated to the sole use of the City shallbe based on the financial terms in Exhibit C and included as a. City Case Cost under Exhibit A. All other terms and conditions for the City dedicated space shaR be. covered in a Separate lease agreement, .Each year, the County will identify in Exhibit A the square footage of dedicated space for each facility. Empty or unused space at a. facility, previously used as dedicated space for the sole henefit and use of either the County, the City(ies), or other tenant, shall be excluded from the total squarc:footage. The annual charge for the Issaquah is calculated in accordance with Exhibit C. 3:1.8 Cities wlll pay an annual facilities charge for space used for the Call Center and Payment Center. The charge shall be calculated In accordance withExhibitB and included as areimbursable City Case Costunder Exhibit A with the exception that space that is dedicated to the sole use and benefit of the County shall.be excluded from the total square footage for this space. 3.2 BeltueCourtI+aeility 3.2.1 The County and the City of Bellevue agree to work cooperatively to enter into a separate agreementby December 31, 2Q06 to determine the fiitare location for the Bellevue Court Taoility. The parties agree to negotiate in good faith with regard to such agreement to determine whether it is in the mutual interest of the parties to provide for a different facility under a separate agreement and what the. terms of such separate agreement will be, The agreement should include, but is not limited, to the following: (i) Identifying a facility location within the city limits of Bellevue (hi) Cost. sharing responsibilities and financial commitment (iii) Ownership interest (iv) Allocation of Implementation Responsibilities 9 (v) Implementation schedule ( A) Operational terns including but not limited to: m Technological compatibility with Bellevue's technological systems and components to ensure efficient and effective provision of services ®, Space for the Bellevue Probation Department o Depending on location of facility, space for City of Bellevue Prosecution staff o Holding cells at facility 3.2.2 The Commty agrees to conduct a Bellevue Court Site Analysis as part of the District Court Facilities Master Plan. The County will work cooperatively with the City of Bellevue on the Court Site Analysis which will include a market analysis in search of appropriate future locations for the court and identification of facility options and costs. The County and the City of Bellevue agree to work cooperatively to enter into a memorandum of understanding for sharing initial planning costs. On or before July 1, 20662' the County and the City of Bellevue will enter into negotiations for a separate agreement, with the intent to have the agreement approved by December 31, 2006. 3.2.3 If a satisfactory agreement is not reached Up June 30, 2007, Dither the County or the city of Bellevue may terminate this Agreement no earlier than December 31, 2008. Notice of such termination must be provided no later than 18 months prior to the termination date. 3.2.4 The District Corot will continue to operate at Surrey Downs under the terms of a separate lease agreement between the County and Bellevue until a different District Court facility is operational in the city of Bellevue or December 31, 2008, whichever occurs first, unless otherwise mutually agreed by the County and the city of Bellevue, 3.3 Capital improvement projec#s are those projects identified in the approved District Court Facili#ies Master Plan or Capi#al Improvement Plan. 3, 3.1 Capital improvement projects for space that is dedicated to the sole use aird benefit of either the City(ies) or the County shall be funded by the benefiting party. In the case of a capital improvement projecUolely benefiting the City(ies), the Comity and the City(ies) will accomplish payment through a separate agreement. 3.3.2 Capital improvement projects at a facility for space benefiting all parties served in the facility shall be presented to the,affected CFMRC, Tlie Cities' contribution to the costs of the capital improvement projects shall be determined by mutual agreement of the County and the cities served in the affected facility. Absent an approved capital cost sharing agreement 10 between the County and the cities served in the affected facility, the Cities axe not responsible for capital project costs. 4.0 Revenue; Filing Fees l stablished, City Payments irl Lieu of ng Tees; Local Court Revenue Defined. 9.1 ng Fees > stablished. A filing fee is set for every crinunal citation or infraction filed with the District Court. Filing fees will be established each year by the DCMRC pursuant to statutory criteria and this Section. At the commencement of this Agreement, the filing fees shall be as set pursuant to the Existing Agreement. 4.1,1 Pursuant to RCW 3.62,070 and RCW 39.34.180, the County will retain iYs portion of Local Court Revenues (as defined below) and additional payments pursuant to Section 4.5, if any, as full and complete payment by the City for services received under this Agreement. 4.1.2 In entering into -this Agreement for District Court Services, the City and County have considered, pursuant to RCW 39.34.180, the anticipated costs of services, anticipated and potential revenues to fund the services, including fines and fees, filing fee recoupment, criminal justice funding and state sales tax funding. 4.2 Compensation for Court Costs. The Parties agree that the County is entitled to sufficient revenue to compensate the County for all City Case Costs biewred during the term of this Agreement. For purposes of this Agreement, "City Case Costs" means the sum of the costs for the City as determined by the County pursuant to Exhibit A. City Case Costs are calculated based on the Cities caseload (clerical weighted caseload approach), judicial need, and facility costs for the facility used by the City. 4.3 To ensure that the revenue provided to the County is equal to the City Case Costs incurred in each year of the term of this Agreement, the County shall perfor an annual reconciliation of the actual City Case Costs in comparison to the Local Court Revenue, as defined in Section 4.9, retained by the County during that year in accordance with Exhibit A. The County will credit the Cities in the reconciliation for the Cities' share of offsetting revenue received by the Comity for District. Court from the state, the federal government and other sources. Reconciliations shall be performed as set forth below: 4.3.1 Beginning in 2007 and each year thereafter, the. County shall perform a reconciliation of its achual reported City Case Costs and the Local Court Revenue retained in the previous year. This reconciliation shall be completed no later than July 31 of each year. The County costs of .performing the reconciliations shall be a reimbursable City Case Cost and included as a City Case Cost under Exhibit A.. 11 4.3.2 No later than August 1 of the year in which the reconciliation is completed, the County shall send the City a written statement as, to the findings of the reconciliation, 4.A Subject to the adjustments set forth below, the County shall retain a percentage of Local Court Revenue (as defined below) as payment for City court services. The percentage of Local Court Revenue retained by the County shall be the percentage necessary to pay the City Case Costs. This percentage shall be based on the prior year's reconciliation pursuant to Section 4.3.1. The City shall receive any remaining Local Court Revenue. In order to more closely match Local Court Revenue retained by the County with City Case Costs (and tiros lessen the amount of any additional payment or refunds pursuant to section 4.5), the DCMRC shall adjust the Cities' percentages retained by the County after July 31 of each year, for the following twelve months, based on the reconciliations of the prior year. The Chief Presiding Judge shall ensure that the County Executive receives notice of the adjustments made by the DCMRC, 44.5 In the event the reconciliation completed pursuant to Section 4.3 shows that the Local Court Revenue retained by the County in the prior year was less than the City Case Costs for that year, the City shall pay the difference to the County within 75 days of receipt of a written invoice from the Comity. In the event the reconciliation completed pursuant to Section 4.3 shows that the Local Court Revenue retained by the County in the prior year was more, than the City Case Costs for that year, the County shall pay the difference to the City within 75 days of the County's completion of the reconciliation or, at the City's option provided in writing to the County, credit the City with such amount for the following year or extended term of this Agreement, if any, 4.6 _ The Comity retention of Local Court Revenue and the process for xeconcitiation and additionalpayments/reimbursements is in lien of direct City payment for filing fees and it is agreed by the City and County to be payment for District Court Services provided by the County to the City under this Agreement, including but not limited to per -case filing fees. 4.7 Assuming the County has been compensated as required by ibis Section, all Local Count Revenue received after the expiration or termination of this Agreement but for cases filed during the term of this Agreement shall be distributed between the County and the City according to the same percentages that Local Court Revenue were distributed at the time the Agreement expired or terminated unless an extension or an amendment of this Agreement is entered into, I. - 4.8 One -Tune Costs for 'I'echnology Improvement Projects. 4, 8.1 One -Time Costs for Technology Improvement Projects are defined as the costs associated with the development and implementation of technology improvement projects. The District Court shall involve the Cities in its technology planning as described in Exhibit D. The Cities shall contribute_ each year to a reserve (sinking fund) to cover one-time costs for i2 technology improvement projects in excess of $100,000 which. ate included in the technology plan. This contribution covers the Cities' obligation under this Agreement for supporting one-time costs for technology improvement projects over $106,000: Exhibit sets forth the amount of the Cities' annual contribution to the reserve for. one-time costs fontechnology improvement projects. Technologyimprovementpiojects whicli in total are less than $100,000 in any year will be included as a reimbursable City Case Cost under Exhibit A. 4.8.2 hi addition to other payments required Uy this Agreement, ilre Cities shall complete payment of their proportionate share of the total one-time cost to implement the District Comes ECR program as provided in Section 4, 8 of the Existiiig Agreement (effective 1/1/05)), The Cities' share of the one- time cost to implement ECR shall be no more than $56,745 per: year for 20075 2008, and 2009. The Cities' share of the one-time cost to. implement ECR will be included as areimbursable City Case Cost under Exhibit A. 4.9 Local Court Revenue Defined. Local Court Revenue includes all fines, filing fees, forfeited bail, penalties, court cost reeoupment and parking ticket payments derived from city-flled cases after payment of any and all assessments required by'state law thereon, Local Coutt Revenue includes aR revenue defined above received by the court as of opening of business January 1, 2007. Local Court Revenue excludes: 1. Payments to a traffic school operated Uy a City. 2. Restitution or reimbursement to a..City or crime victim, or other restitution as may be awarded by a judge$ 3. Assessments authorized by statute, sudli as Domestic Violence and Crime victims, used to fund local programs. 4. Probationrevenues, 5. Reimbursement for home detention and home monitoring, public defender, jail costs, on City -filed eases. . 6. Revenues from City cases filed prior to January 1, 2000. 4.9,1 The City will not start a traffic violations bureau during the term of this Agreement. 4,10 All revenue excluded from (`Local Court Revenue" shall he retained by the party to whom they arc awarded by the court or who operates or contracts for the program involved, as appropriate. 4.11 Monthly Reporting and Payment to City: The County will provide to the City monthly remittance reports and payment to the City from the County for the City's share of Local Court Revenue no later than three business days after the end of the normal bushiess.month. Oita monthly basis, the County will provide to the City reports listing City cases filed and revenue received for all City cases on which the Local Court Revenue is calculated in a format consistent with the requirements described in Exhibit 13 A. (7nless.modificd by mutual agreement, Exhibit A shallset out the process -and content for financial reporting to the City from the County, 4.1.2 Payment; of State Assessments. The County will pay on behaI£ of the City all amounts due and owing the State. relating.to City cases filed at the District Court out of the gross court revenues, received,by the District Court on City -filed cases. The County assumes responsibility for malting such payments to the State as agent for the City in a timely and accurate basis. As full compensation for providing this service to the City the County shall be entitled to retain any interest earned on these funds prior to payment to the State: 5.0 7Dispate Resolution. Any issue may be referxedtn dispute resolution if it cannot be resolved to the satisfaction of both parties: Depending on the nature of the issue, there are two different dispute resolution processes, described: as follows: 5.0,1. Facility Disptrte, Disputes arising out of facility operation and management practices which.are not resolved by the CAW may be referred by either Party in visiting to all representatives of the DCMRC as designated in Section 2.3,14 If the DOMR..0 is unable to reach mutual agreement wiflmi 60 days of referral,, then file dispute may be referred by either Party to non -binding mediation.. Any and all Cities who refer a dispute regarding the same event to non -binding mediation, will be considered one party and shall participate as one party for. thee purposes of mediation. The mediator will be selected in the following manner; The City(ies) participating in the mediation shall propose a mediator and the County shall propose a mediator; in the event the mediators are not the same person, the two mediators shall select a third mediator who shall in the dispute. Alto mately, the City(i`es) participating in the mediation and the Comity may agree to select a mediator through the mediation service mutually acceptable to bothparties. The parties to the mediation shall share equally in the costs charged by the mediator or mediation service. By mutual agreement, the DCMRC can establish an alternative City(ies)'s share of the mediation costs. 5,0,2 Svstem Disputes. Disputes arising, out of District Court system: operations or management, or involving the interpretation of this. Agreement in a way that could impact the entire system and other Cities with comparable. Agreements, may be referred in writing by either Patty to all representatives ofthe DCMRC asdesignatedinSection 2,3,7, lftho DCMRC is unable to reach mutual agreement to resolve the dispute agreement within 60 days of referral, then the disputo may be referred by either Party to non -binding mediation, conducted in the inamter described. in Section 5.0.1. Any and all Cities who refer a dispute regarding the same event to non -binding mediation, will be considered one party and shall participate as one party for the purposes of mediation. The parties to the mediation shall share equally in the costs charged by the mediator or the mediation service. By mutual agreement, the DCMRC can establish an alternative City(ies)'s share of the mediation costs. 6.0 XLVPgXUti6nofDisputesResuitAar, krainSpecified> vents. 6J If a dispute arises betiwecn Lou Parties that resulted directly from:. (i) changes instate statute of regulation, court rule, City or County ordinance, or exercise of coiut management authority vested by OR 29 in the Chief Presiding fudge, requiring file County to provide now coutt services reasonably deemed to subsfanflally impact the cost of providing Court Services, ormaterial reductions or deletions of the Court Services included in this Agreement that occurred for a, peried of at least six months; or (ii) any decree of a coati of competent jurisdiction hZ a final judgment.not appealed feom substantially altering the economic forms of this Agreement; or (iii) Changes in state statute or regulation,_ court talc, or City or County ordinance, which substantially alter the revenues retained or received by either the Comity or the City related to City case .filings; Then Dither Pasty must fast refer its concerns with the changed circumstances under this Section to dispute resolution under Section 5.02 and complete the dispute resolution process outlined in that Section. If the dispute is not resolved within 120 days of first referral under Section 5.0.2 or completion of the dispute resolution process' outlined in Section 5,0.2, whichever comes first, then either party may serve anotice of intent to teYininate this Agreement. Such notice shall be provided in writing to all representatives of the DCMRC as designated in Section 2,3.1. Within 30 daysofthe date the notice of intent to terminate is served, the chief executive officer(s) of the City(ies), the Cluef Presiding fudge, and the County Executive shall meet together at least once in person for the purpose of resolving the dispute. If the, dispute is still not resolved, either Patty may terminate this Agreement by serving the other Patty with a notice of termination pursuant to Section 11.0, The notice of termination may not be served lowthan 30. days from the date the notice of intent to terminate (pursuant to this Section) was served. The noticc of termination shall state the date on which the Agreement shall terminate, The termination date shall be at toast 18 months from the date oftho notice of termination unless an earlier date is agreed to by the Pattios. 7.0 Re -opener. The County and the Cities may agree to enter into re -negotiation of the terms of thus Agreement at any nine and for any propose by mutual agreernerit in writing. The Agreement shall remain in full force and effect during such negotiations. 8.0. Waiver of Binding Arbitration. The Parties waive and release any right to invoke bindhtg aibiiration under RCW 3..62.070, RCW 39.34.180 or other applicable law as related to this Agreement, any extension or amendment of this Agreement, or any discussions at negotiations relating thereto. 15 M. Indcmnifieation. 2,1 City Ordmancesi.Rnles and Begulatfons. In executing this Agreement,,the County does not assume liability orresponsiblity for or in any way rolease the City, feom any liability or responsibility which arises in whole or in part from the existence or effect of City oiduiances, rifles or regulations; policies or, procedures. If any cause, claim, suit, action or administrative proceeding is commenced in which the enforceability and/or validity of any City ordinance; rule or regulation is at issue, the. City shall defend the same at its sole expensek and if judgment is entered or damages are awarded against the City, the County, or both, the City shall satisfy the same, including: all chargeable costs. and attorney fees.. 9.2 Indemnifieation 9.2.1 Each Patty to this Agreement shall protect, defend, indemnify, and save harmless the other Party; its officers, officials, employees, and agents, while acting within the scope of their employment as such, from any and all, costs, claims, judgment, and/or awards of damages, arising out of, or in any way resulting from, the Patty's negligent acts or omissions. No Patty will be required to indemnify, defend, or save harmless the other Party if the claim, suit; or' action for injuries, death, or damages is caused by the sole negligence of the other Party, Where such claims, suits, or actions result from concurrent negligence of two or more Parties, the indemnity provisions provided herein shall be valid and enforceable only to the extent of each Patty's own negligence, Each of the Parties agrees that its obligations under this subparagraph extend to any claim, demand, and/or cause of action brought by, or on behalf of, any of its employees or agents. For tltiapurpose, each of the Parties, by mutualAegotiation, hereby waives, with respect to each of the other Parties only, any humunity that would otherwise be available against Stich claims under the Industrial Insurance provisions of Title 51 RCW. In the event that any of the Parties or combination of the Parties incurs any judgment, award, and/or cost arising therefrom, including attorney fees, to enforce the provisions of this Section, all such fees, expenses, and costs shall be recoverable from the responsible Party or combination of the Parties to the extent of that Puty's/those Parties' culpability. This indemnification shall survive the. expiration or termination of this Agreement. 9.2;2 With respect to any technology provided by the County for use by the City pursuant to this Agreement; the County shall defend the City and the City's officers and directors, agents, and employees, against any claim or legal action brought by a third party arising out of a claim of infringement of U.S. patent, copyrights, or other intellectual property rights, or misappropriation of trade secrets, in cotmootion with the use of the technology by the City so long as the City gives prompt notice of the, 16 claim or legal action and the City gives the County information, reasonablo assistance, and sole authority to defend or settle any such claim or legal action. The County shall have no liability to defend the City to the extent the alleged claim or legal action is based on: (i) a modification of the technology by the City or others authorized by the City but not by the County; or (ii) use of the technology other than as approved by the County. 9.3 Actions Ccutesting Agreement. Each Party shall appear and defend any action or legal proceeding brought to determine or contest: (i) the validity of this Agreement; or (h) the legal authority of the City and/or the County to undertake the activities contemplated by this Agreement. If both Parties to this Agreement are not named as parties to the action, the Party named shall give the other Party prompt notice of the action and provide the other an opportunity to intervene. Each Party shall bear any costs and expenses taxed by the court against it; any costs and expenses assessed by a court against both Parties jointly shall be shared equally. 10.0 Independent Contractor. Each party to this Agreement is out independent contractor with respect to the subject matter herein. Nothing in this Agreement shall make any employee of the City a County employee for any.prupose, including, but not limited to, for withholding of taxes, payment of benefits, worker's compensation pursuant to Title 51 RCW, or any other rights or privileges accorded City employees by virtue of their employment. At all tines pertinent hereto, employees of the County are acting as County employees and employees of the City are acting as City employees. 11.0 Notice. Unless otherwise provided herein, any notice or other communication given hereunder shall be deerned 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 the County: King County Executive, 701 Fifth Avenue, Suite 3210, Seattle, Washington 98104 To the City: Q sett tale:of mayot `city r7?anagei ot: aity ficlininish ator'and �dd?ess{�ci�' In addition to the requirements for notice described above, a copy of -any notice or other comrunication may be provided to the Clrief Presiding 3udge of the District Court. 17 12.0 Partial Invalidity.: Whenever possible, eaeltprovision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law,: Any provision of this Agreement which shall prove to. be invalid, unenforceable,. void, or illegal shall in no way affect, impair, or invalidate any other provisions hereof; and such other provisions shall remain in fall force and effect. Notwithstanding the foregoing, this Agreement shall bo subject to re -negotiation as provided in Section 7.0.. 13.0 Assignability. The rights, duties Arid obligations of a party to this Agreement may not Ua assigned to any third panty without the prior writtein consent of the other Parties, which consent shall not be unreasonablywithlieId. 14.0 Captions. The section and paragraph captions used in this Agreement are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement: I5.0 I+ orce 1VIaj eure. Tfie farm "force-majeure" shall include, without limitation by the following ennrrreration, acts of Nature, acts of civil or military authorities, fire, terrorism, aocidents, shutdowns for purpose of emergency repairs, lockouts, strikes, and any other. labor, civil or public disturbance? inability to procure required construction supplies and materials, delays in environmental review, permitting; or other environmental requirement or work, delays as a result of legat or administrative challenges brought by parties other. than signatories to this agreement, delays in acquisition of necessary property or interests in property; including the exercise of eminent domain, or any other delay resulting from any cause beyond a parry's reasonable control, causing the inability to perform its obligations under this Agreement, If the Comity is rendered unable, wholly or in part, by a force nmjeurp, to perform or comply with any obligation or condition of this Agreement then, upon giving notice and reasonably full particulars to the City, such obligation or condition shall be suspended only for the time and to the extent reasonably necessary to allow for performance and compliance and restore normal operations. For putposes of this Agreement, "force majeure" shall not include reductions or randiftcations in District Court Services caused by or attributable to reductions or modifications to the budget of the King County District Court as adopted or amended by the Metropolitan King County Council. 16.0 Entire Agreement. This Agreement, inclusive of fie Exhibits: hereto, contains the entire agreement and understanding of the: Parties with respect to the subject matter hereof, and supersedes all 18 prior orator written understandings, agreements, promises or other undertakings between the Parties. I7.0 GovOxningImy. This Agreement shall be interpreted hr accordance with the laws and court rubs of the State of Washington in effect on the date of execution of this. Agreement. In the event any party deems it necessary to institute legal action or proceedings to ensure any right, or obligation under this Agreement, the Parties hereto agiee that such action or proceedings shalt be brought in a court of competent jurisdiction situated in Ding County, Washington. IS.O 1Vo Tltvrd Paxiy Itighfs, Except as expressiy.provided Iierein, nothing in this Agreement shall be construed to' permit anyone other than the Parties hereto and theirsaccessors and assigns to rely upon the covenants and agreements herein contained nor to give any such: third party a cause of action (as a third-partybenofieiary or otherwise) on account of any nonperformance hereunder. J19.0 Counterparts. This Agreement may be executed in counterparts, and each such counterpart shall be deemed to bo an original insttument. All such counterparts together will constitute one and the same Agreement. 20.0 Ameudtnent ox Waiver. This Agreement may not be modified or amended. except by written inshument approved by'resounion or ordinance only adopted by the City and the County; provided that. changes hercin which are technical in nature and consistent with the intent. of the Agreement may he approved on behalf of the City by its chief executive officer and on behalf of the County by the County Executive; No Course of dealing between the parties or any delay in exercising any rights hereunder shall opeiate as a waiver of any rights of airy Party. IlV WITNESS. 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[ / ; � ){ Ea { � . , ,! � q 2// �;:l,l;;;;;};,( mem/a/ �¥m/o$ i�mmƒ� mmy2§) wwm� e] \ ( g!« ) 6#�( | ( } ; k ! , b§)\)\\() |tw)o( (\( ! �IN"am0 2± pGMM;@GMW Qwa0"(1) |§){§\}))) ki0" |§}(§\(0"0 |....'}/{\ |}W(WO "((/ °4apvy \\(§Q)42a EXHIBIT B AN1V f lAL FACILITY CHARGES FOR DISTRICT COURT I ACH,ITIE8 IN THE CITIES OF BURIN, KENT, REDMOND, AND SHORELINE This Exhibit is attached to mo Interlocal Agreement for the Provision of District Court Services between the County and the City. The terms and conditions described in this Exhibit are a further description of the obligations of the parties regarding the calculation of annual facility charges for existing District Court facilities in the cities of Burien, Kent, Redmond, and Shoreline at eolumencement ofthis Agreement, 1, Beg nning in 2007and conthruing through 201G, the annual facility charge is the net rentable square footage in each facility pursuautto Section 3.2 multiplied by the rate per square foot. The rate per square foot is the sum of the rate for Operations and Maintenance (Paragraph #2) and the.Rental rate (Paragraph #3). 2. King County's Facilities Management Division determines the cost per square foot for Operations and Maintenance for facilities owned and maintained by the County. The Facilities Management Division will provide the rate for Operations and Maintenance for the next calendar year for each applicable District Court facility by September of each year. For the purposes of this Agreement, the rate provided will exclude any adjustment for restoring the division's fund balance reserve. For 2007, the rate is $.12.65 or the actual rate provided by the Facilities Management Division, whichever is less. The rate each year thereafter is the lesser amount between the actual rate provided by the Facilities Management Division and the capped rate determined bymultiplying the 2007 rate by the multiplier for the corresponding year shown In the following table. 2008 2009 2010 2011 2012 2013 2014 2015 2016 Inflation 3% 3% 3% 3% , 310 370 Multiplier 1.030 1.061 1.093 1.126 1.159 1.194 1.230 1.267 1.305 3. The Rent beginning in 2007 shall be $11.80 per square foot. This rate will bo increased by 2%per year for nine years thereafter, 4. Beginning in July 2014 and ending no later than March 31, 2015, the Cities and the County shall determine a methodology for an annual facility charge for existing facilities referenced in this exhibit for 2017 and subsequent years. This methodology shall take into account a reasonable fair market value for existing court facilities. - EIII3IBIT C ANNUAL FACILITY CHARGES FOR THE, bISTRICT COURT FACILITY IN THE CITY OF ISSAQUAH This Exhibit is attached to the Tnterlocal Agreement for the Provision. of District Court Services. between the County and.the City. The terms and conditions described in this Exhibit are a further description of the obligations ofthe parties regarding the calculation of the annual facility charge for the existing District Court facility in the city of Issaquah at commencement of this Agreement, 1. Beginning in 2007 and continuing tiu�ough 2016; the annual facility charge £or the existing Issaquah facility is the net square footage pursuant to Section 3.2 multiplied by the rate per square foot.The rate per square foot is the sum of the rate for Operations and Maintenance (Paragraph #2) and the Lease rate (Paragraph #3), 2. King County's Facilities Management Division determines the cost per squata foot for Operations and Maintenance for facilities owned and maintained by the County. The Facilities Management Division. will provide the mate for Operations and Maintenance for the next, calendar year for each applicable District Court facility by September of each year, For the purposes of this Agreement, the rateprovided will exclude any adjustinentfor rebuilding the division's find balance reserve: For.2007, the rate is $12.65 or the actual rate provided by the Facilities ivlanagern_eut Division, whichever is less. Tile rate each year thereafter is. the lesser amount between the actual rate provided by the Facilities Management and the capped rate determined by multiplying the 2007 rate by the multiplier for the corresponding year shown in the following table, 2010 2011 2012 2013 Multiplier 1,030 1.061 1.093 1,126 16159 1,194 14230 1.267 1,305 3, The Lease rate is based on the County's annual amortized (ease cost for the Issaquah facility reduced for the amortized amount ofthe residual value oftlze facility and land. Attachment 1 to this Exhibit shows the. methodology for this calculation including the final negotiated lease rate (Option, The final negotiated lease fate, which i C)s shown belovr, is calculated based on a 3% annual escalation factor and includes major maintenance, 2007 200$ 2009 2010 2011 $17.00 $17.51 $18.04 $18.58 $19.13 H12 2013 2014 20152016 $19.71 $20.30 $20,91 $21.54 $22,18 4. Beginhing in July 2014.and ending no later than Marcl1.31, 2015, the Cities and the County shall determine a methodology for an annual facility charge for existing facilities referenced izr this. exhibit for 2017 and subsequent years, For 2017, 2018, and 2019, this methodology shall be consistentwith the lease methodology in Attachment 1 to this Exhibit. For 2020 and thereafter, this methodology shall take into account a reasonable fair market value for existing court facilities. to to FOF p toto ngt °'zmadd s pt oa Nt to d k e Qj INS F y N Ci j -q yto g bf La" PC I" Ito Cf LA t-, �'�t q,���.M A. L,�Su�•'� �Y"N�y as ' �• �. a o-- sN-N� At4i m� ..mootl . �m UL4 w .,, lit kiwii� ii�� ii I o v IA tA U o �NNI�'NN��N�NI�IvN���NN��N aa'� 2 N N m m4` to to to. o� ".o t° W o�Nto 9.0 m� NOGIbO: V'o�In''�. m: imp G'fy ttgg rg 6633 to V. y a An bo V^boV O�b'in�A�VC'o.�'pN L'rn �1 ppyu,M 9 'aiU iv _ aJ N �.�� ceo A �to No nxnµytnZ4 �o �'- i_ W H4' iaNJ A' oa P ,+ o m A F+ o 0.9 �], EXHIBIT 1) ONE-TIME COSTS FOR TECHNOLOGY IMPROVEMENT PROJECTS This exhibit is attached to the Intealocal Agreement for• the Provision of District Cenrt Services between the County and the City. The terms and conditions described in this Exhibit are a further description of the obligations of the patsies regarding the one-time costs for technology improvement projects. 1. The District Court shall present its five-year technology plan and annual update to the DCMRC beginning in 200T The technology plan shall be consistent with the Technology Plan Template published by the King County Office of Information and Resource Management. The technology plan shalt describe the projected business needs of the District Court, assess the ability of current technology systems to meet these, needs, and outline overall technology strategies and potential projects to support the projected business needs of the District Court. The District Court shall present the business case for each proposed technology improvement project. The business case shall identify: (1) capital, operations and maintenance costs for each technology improvement project, (2) the benefits to the court system and users, and (3) potential impacts to cities associated with implementing each technology improvement project. The Cities shall have an opportunity to provide input on the five-year technology plan and business cases for proposed technology improvement projects. One-time costs for technology improvement projects shall be, identified separately from operating and capital costs as part of reconciliation. 2. For 2007, 2008, and 2009 only, the amount of Cities' amoral contribution to the reserve (sinking fund) for funding their share of the one-time costs for technology improvement projects shall be equivalent to the Cities' share of $100,000. Beginning in 2010, the amount of their annual contribution shall be equivalent to the Cities' share of $300,000, The Cities' share is defined as the multiplier calculated in Attachment A of Exhibit A (percentage of salaries and benefits for contract cities). 3. The Cities' contribution would be adjusted or waived in any year where the reserve is projected to exceed the equivalent of the Cities' share of $900,000 increased by 2% per year beginning in 2008. Annually, the net interest earnings attributable to the balance of funds in the Cities' reserve shall accrue to their reserve. 4. Funds from the reserve shall not be used until a business case for the technology improvement project has been presented to the DCMRC and the technology improvement project has been implemented. The amount of fiords used "for any one project shall be based on the Cities' share. If the funds in the reserve are not sufficient to cover the Cities' share of an implemented technology improvement project, the contributions of Cities to the reserve fiord in subsequent years may be used to rover this shortfall. 5: If this Agreement is terminated, the City shall receive its portion of the reserve remaining on January I" following the date of termination.