Loading...
HomeMy WebLinkAbout4391RESOLUTION NO. 4391 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A LEASE AGREEMENT BETWEEN THE CITY OF AUBURN AND VALLEY REGIONAL FIRE AUTHORITY (VRFA) WHEREAS, the City of Auburn owns the building at 2905 C Street SW known as the GSA site and currently allocates a portion of the premises as Fire Station 33; and WHEREAS, the VRFA is in need of the land and building to perform daily operations out of in order to improve the efficiency and effectiveness of their fire suppression and protective services and emergency medical responses services; and WHEREAS, it is in the public interest for the parties to enter into a lease agreement for the GIS site. 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 Lease Agreement between the City of Auburn and VRFA for property located at 2905 C Street SW, which agreement shall be in substantial conformity with the Agreement a copy of which is attached hereto, marked as Exhibit "A" and incorporated herein by this reference. Resolution No. 4391 July 31, 2008 Page 1 of 2 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 ezizl? , 2008. C OF AUBU r PETE B. LEWIS MAYOR ATTEST: Dan' lle E. Daskam, City Clerk APP Daniel B. Heid; Resolution No. 4391 July 31, 2008 Page 2 of 2 LEASE AGREEMENT FOR USE OF CITY OWNED PROPERTY THIS LEASE AGREEMENT ("Agreement") is entered into pursuant to RCW Chapter 39.34, by and between VALLEY REGIONAL FIRE AUTHORITY, a Washington municipal corporation (the "VRFA") in the State of Washington and the CITY OF AUBURN, a Washington municipal corporation, (the "City") this 18th day of August, 2008. WHEREAS, the citizens of the City and within the VRFA want to improve the efficiency and effectiveness of their fire suppression and protection services and emergency medical response services through a regional delivery system, and WHEREAS, the City owns the building at 2905 C Street SW known as the "GSA" site and currently allocates a portion of the Premises as Fire Station #33, and WHEREAS, the VRFA is in need of the land and building to perform daily operations out of, and WHEREAS, there was strong support for the creation of the VRFA from the Citizens of the City, and WHEREAS, the City Council of the City has provided support to the VRFA through its City Staff, as well as the provision of other types of support; and WHEREAS, the City and the VRFA want to discover ways to do this to the benefit of the Community, NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the City and the VRFA hereto agree as follows: 1. Use of Fire Station #33. The City hereby offers the use of the Fire Station for the VRFA to use for the purpose of providing fire safety training and emergency management response including dispatch services. 2. Term. The term of this lease shall be on a month to month basis. The City shall provide the VRFA with a minimum of one year notice to vacate the premises. However, should the City be required to vacate the premises for any reason that would render it unable to provide said notice to the VRFA, the VRFA agrees to vacate the premises within the same period of time as granted to the City. If the City is required to vacate the premises, it will provide such notice to the VRFA within fifteen days of receipt of such notice. 3. Lease Payments. The VRFA will pay ONE and NO/100THS DOLLAR(S) monthly to the City for use of the Fire Station. 4. Entry by the City. The City shall have the right at reasonable times in non- emergency situations to enter the Fire Station to inspect the premises. 5. Maintenance, Cleaning, Repair and Utilities. The VRFA shall maintain the Fire Station in good repair and tenable condition during the term of this lease so the premises shall be in a condition, as good as or better than its condition at the commencement of the Lease. The VRFA shall make all repairs and replacements, whether structural or non-structural, necessary to keep the Fire Station safe and in good working condition, including all utilities, building and other building systems serving the Fire Station. The City shall pay when due the costs of natural gas, heat, light, power, sewer service, water, refuse disposal and other utilities provided to GSA. The VRFA shall reimburse the City fifty percent (50%) of the costs of such utilities and services to GSA within sixty (60) days after receipt of the City's invoice therefore, which invoice shall be accompanied by copies of the underlying billings from the providers. The City shall render such invoices regularly and, in any case, not less frequently than once every three months. 6. Insurance. The VRFA shall procure and maintain for the duration of the Lease, insurance against claims for injuries to persons or damage to property which may arise from or in connection with VRFA's operation and use of GSA. As of the date that VRFA executes this Lease, VRFA represents and warrants to LESSOR that (a) Tenant is a member of the Washington Cities Insurance Authority (WCIA), which is a self-insured pool of 110 municipal corporations in the State of Washington, and (b) WCIA has at least $2,000,000 per occurrence of liability coverage in its self insured layer that is applicable in the event an incident occurs that is deemed attributed to the negligence of a member. Property insurance shall be written covering the full value of the City's property and improvements with no coinsurance provisions. The VRFA shall be responsible for maintaining, during the term of this Lease and at its sole cost and expense, the types of insurance coverages and in the amounts determined by the City as necessary to adequately protect the Lease premises and the liabilities connected with this Lease, and such other insurance as may be required by law. Such coverage shall include full replacement cost for the building and other personal property subject to the Lease, including coverage for earthquakes, to the extent consistent with the VRFA's Insurance Coverage through WCIA. 7. Indemnification. The VRFA shall indemnify and hold the City and its agents, employees, and/or officers, harmless from and shall process and defend at its own expense any and all claims, demands, suits, at law or equity, actions, penalties, losses, damages or costs, of whatsoever kind or nature including attorney fees brought against the City arising out of, in connection with, or incident to the execution of this Agreement and/or the VRFA's performance or failure to perform any aspect of this Agreement; provided, however, that if such claims are caused by or result from the concurrent negligence of the City, its agents, employees, and/or officers, this indemnity provision shall be valid and enforceable only to the extent of the negligence of the VRFA; and provided further, that nothing herein shall require the VRFA to hold harmless or defend the City, its agents, employees and/or officers 2 from any claims arising from the sole negligence of the City, its agents, employees, and/or officers. No liability shall attach to the City by reason of entering into this Agreement except as expressly provided herein. 8. Waiver of Subrogation. The VRFA and the City hereby mutually release each other from liability and waive all right of recovery against each other for any loss caused by fire or other perils which can be insured against under property insurance contracts including any extended coverage endorsements thereto which are customarily available from time to time in the State of Washington provided that this paragraph shall be inapplicable to the extent that it would have the effect of invalidating any insurance coverage of the VRFA or the City. 9. Compliance with Regulations and Laws. The parties shall comply with all applicable rules and regulations pertaining to them in connection with the matters covered herein. 10. Assignment. The parties shall not assign this Agreement or any interest, obligation or duty therein without the express written consent of the other party. 11. Attorneys' Fees. If either party shall be required to bring any action to enforce any provision of this Agreement, or shall be required to defend any action brought by the other party with respect to this Agreement, and in the further event that one party shall substantially prevail in such action, the losing party shall, in addition to all other payments required therein, pay all of the prevailing party's reasonable costs in connection with such action, including such sums as the court or courts may adjudge reasonable as attorney's fees in the trial court and in any appellate courts. 12. Notices. All notices and payments hereunder may be delivered or mailed. If mailed, they shall be sent to the following respective addresses: To the VRFA To the City Valley Regional Fire Authority City of Auburn 1101 D St. NE 25 West Main St. Auburn, WA Auburn, WA 98001-4998 Attn: Eric Robertson Attn: Pete Lewis Phone: (253) 931-3060 Phone:(253) 931-3041 FAX: (253) 931-3055 FAX (253) 288-3132 or to such other respective addresses as either party hereto may hereafter from time to time designate in writing. All notices and payments mailed by regular post (including first class) shall be deemed to have been given on the second business day following the date of mailing, if properly mailed and addressed. Notices and payments sent by certified or registered mail shall be deemed to have been given on the day next following the date of mailing, if properly mailed and addressed. For all types of mail, the postmark affixed by the United States Postal Service shall be conclusive evidence of the date of mailing. 13. Nondiscrimination. Each of the parties, for itself, its heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that it will comply with pertinent statutes, laws, Executive Orders and such rules as are promulgated to assure that no person shall, on the grounds of race, creed, color, religion, national origin, sex, sexual orientation, age, or the presence of any sensory, mental or physical handicap be discriminated against or receive discriminatory treatment by reason thereof. 14. Miscellaneous. All of the covenants, conditions and agreements in this Agreement shall extend to and bind the legal successors and assigns of the parties hereto. This Agreement shall be deemed to be made and construed in accordance with the laws of the State of Washington jurisdiction and venue for any action arising out of this Agreement shall be in of the county in Washington State in which the property or project is located, and if not site specific, then in King County, Washington. The captions in this Agreement are for convenience only and do not in any way limit or amplify the provisions of this Agreement. The duration of this Agreement shall be for five (5) years. 15. Unless otherwise specifically provided herein, no separate legal entity is created hereby, as each of the parties is contracting in its capacity as a municipal corporation of the State of Washington. The identity of the parties hereto is as set forth hereinabove. 16. The purpose of this Agreement is to accomplish the objectives of this Agreement. 17. The funding of the respective obligations of the parties shall be out of the respective general funds/current expenses of the parties, except as otherwise specifically provided. 18. The performances of the duties of the parties provided hereby shall be done in accordance with standard operating procedures and customary practices of the parties. 19. Unless a joint oversight and administration board is created as provided herein, the oversight and administration of the Agreement shall be by the respective named representatives identified in Section 12 hereof, or their designees. 20. Compliance with Laws; Hazardous Substances. VRFA shall at its cost, obtain all permits, licenses and approvals necessary or appropriate for the conduct of its business as herein specified. VRFA shall not use the Fire Station nor shall the Fire Station be used, in whole or in part, during any portion of the Term for any purpose or use in violation of, and VRFA shall comply with, any and all, present and/or future laws, ordinances, regulations or rules of any public authority, including but not limited to the Americans with Disabilities Act and any similar federal or state laws relating to the manner and use of the Fire Station. Except for small quantities stored and used in accordance with the applicable law, VRFA shall not keep within, on or around the Fire Station for use, disposal, treatment, generation, storage or sale any substances designated as, or containing components designated as, a hazardous, dangerous, toxic material or substance or any material or substance that is subject to regulation under any local, state or federal law, statute, ordinance or regulation pertaining to health, hygiene, safety 4 or the environment or substance that is otherwise subject to such regulation as hazardous, dangerous, toxic or harmful (collectively "Hazardous Substances"). VRFA shall be solely responsible for and shall defend, indemnify and hold the City and any successors-in-interest to the City, including any lender of the City, and their respective agents and employees harmless from all claims, costs, damages, liabilities, including attorneys' fees and costs, arising out of or in connection with the VRFA's breach of its obligations contained in this paragraph or arising out of or in connection with removal, clean-up or restoration deemed reasonably necessary by any governmental entity or the City to remove, clean-up or restore any portions of the Fire Station as the result of Hazardous Substances used, disposed, treated, generated or stored by VRFA. VRFA's obligations under this paragraph shall survive expiration and termination of the Lease. 21. Unless otherwise specifically provided herein, any real property to be held in connection herewith, if applicable, shall be held as the separate property of the party or parties in whose name(s) the property is/was acquired. 22. No provision of this Agreement shall relieve either party of its public agency obligations and or responsibilities imposed by law. 23. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held to be invalid or unenforceable by a final decision of any court having jurisdiction on the matter, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and shall continue in full force and effect, unless such court determines that such invalidity or unenforceability materially interferes with or defeats the purposes hereof, at which time the City shall have the right to terminate the Agreement. 24. This Agreement constitutes the entire agreement between the parties. There are no terms, obligations, covenants or conditions other than those contained herein. No modifications or amendments of this Agreement shall be valid or effective unless evidenced by an agreement in writing signed by both parties. 25. Copies of this Agreement shall be filed with the Auditor's Office of the county in Washington State in which the property or project is located, and if not site specific, then in the King County Auditor's Office; the Secretary of State of the State of Washington; and the respective Clerks of the parties hereto. i IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. Valley Regional Fire Authority lc)]F AI5URN By: --? Peter B. Lewis, Mayor Its: Attest: -- ohm) Attest: City Clerk Approved as to form: torney: Valley Regional Fire Authority 6