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AG 23-163 - CITY OF AUBURN
RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT./DIV: Police Department 2. ORIGINATING STAFF PERSON: Lynette Allen EXT: 6701 3. DATE REQ. BY. 06/23/23 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): A INTERLOCAL ❑ OTHER 5. PROJECT NAME: Auburn Building Lease for PSATT 6. NAME OF CONTRACTOR: city of Auburn ADDRESS: E-MAIL: SIGNATURE NAME: TELEPHONE _ FAX: TITLE 7. EXHIBITS AND ATTACHMENTS: 9, SCOPE, WORK OR SERVICES 0. COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: July 1, 2023 COMPLETION DATE: June 30, 2025 9. TOTAL COMPENSATION $ $50,000 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES © NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ®YES iDNO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: WATPA GRANT 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED ❑ PROJECT MANAGER © DIRECTOR Andy J. Hwang ❑ RISK MANAGEMENT (IF APPLICABLE) © LAW JE 6/23/23 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING INITIAL / DATE APPROVED COUNCIL APPROVAL DATE: ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDERINOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) LAW DEPARTMENT SIGNATORY (MAYOR OR DIRECTOR) CITY CLERK ASSIGNED AG# COMMENTS; CITY OF AUBURN — CITY OF FEDERAL WAY INTERLOCAL AGREEMENT FOR LEASING OF OFFICE SPACE FOR THE PUGET SOUND AUTO THEFT TASK -FORCE THIS LEASE AGREEMENT ("Lease"), is entered into this 0; 2023 (the "Lease Date") by the City of Auburn, a Washington municipal corporat on ("Landlord" or "Auburn") and the City of Federal Way a Washington municipal corporation ("Federal Way" or "Tenant"). RECITALS: 1. Federal Way is the Lead Administrative Agency for the Puget Sound Auto Theft Task -Force ("PSATT"), established through an interlocal agreement between the cities of Federal Way, Auburn, Bonney Lake, Lakewood, Tacoma, and Tukwila, the Washington State Patrol, the Pierce County Sheriff's Office, the King County Prosecutor's Office, and the Pierce County Prosecutor's Office, to combat automobile theft in the Puget Sound area through coordinated law enforcement; and 2. As the Lead Administrative Agency, Federal Way is authorized to expend Washington Auto Theft Prevention Authority grant funds, for eligible expenses associated with the operation of the PSATT, including the leasing of office space for the operations of the PSATT; and 3. Washington Auto Theft Prevention Authority grant cycles operate on a two-year cycle with the next cycle being July 1, 2023 — June 30, 2025; and 4. Auburn owns and has office space available in its Game Farm Park Administration Building and is willing to lease a portion of the building to Federal Way at a discounted rate for PSATTs use; and 5. The Parties deem it to be in the best interest of the public to enter into this Lease. NOW, THEREFORE, in consideration of the mutual promises set out in this Lease, Federal Way and Auburn agree as follows: ARTICLE 1: PREMISES LEASED 1.1) For and in consideration of the rent and performance by Tenant of the terms and conditions and the mutual covenants in this Lease, Landlord agrees to lease to Tenant, and Tenant agrees to lease from Landlord, the approximately 1,412 square feet of office space in the Game Farm Park Administration Building (Administration Building) depicted in Exhibit A (the "Premise") being located at 2840 Riverwalk Dr. SE, Auburn, WA 98002 (the "Property"). The Tenant shall also have shared access and use of the Common Areas defined in Section 1.3, which includes the Puget Sound Auto Theft. Task -Force / COA Lease — RES 5724 Game Farm Park Administration Building Page I of 18 "Vehicle Parking Area". The City reserves the right to immediate access through the Vehicle Parking Area at all times and without permission or consent of the Tenant. 1.2) Tenant acknowledges and agrees that it is relying solely on its inspection and investigation of the Premises, and accepts the property "AS -IS, WHERE IS" in its present condition with no warranties of any kind, expressed or implied, either oral or written, made by Landlord or any employee, agent or representative of Landlord with respect to the physical condition of the Premises. Tenant shall have determined to its satisfaction upon its execution hereof that the Premises can be used for the purposes it intends and which are described in Article 4 below and permitted under this lease. Tenant acknowledges and agrees that neither Landlord nor Landlord's employees, agents, representatives or otherwise have made, and does not make any representations or warranties of any kind or character whatsoever, whether expressed or implied, with respect to the habitability, leaseability or suitability for commercial purposes, merchantability, or fitness for a particular purpose of the Premises. The presence or absence of any hazardous substances, wastes or materials as defined by State, Federal or Local Law, all of which warranties Landlord hereby expressly disclaims. Landlord does represent that, to the best of the Landlord's knowledge, without duty of inquiry, there are no hazardous wastes or materials on, in or under the Premises. 1.3) Common Areas - Those certain areas depicted in Exhibit A totaling approximately 1,100 square feet located within the Administration Building and a vehicle parking are made available for Tenants non-exclusive use. Such "Common Areas" include: corridors, restrooms, conference room, and storage closet located within the Administration Building and a ("Vehicle Parking Area") consisting of approximately nineteen (19) parking stalls and supportive drive aisles serving the Administration Building. Tenant is responsible for coordinating with all other Administration Building tenants when use of the conference room desired. ARTICLE 2: TERM 2.1) Initial Term. The initial term of this Lease shall commence on July 1, 2023 (the "Commencement Date"), and expire at midnight on June 30, 2025 (the "Initial Term") unless sooner terminated pursuant to paragraph 2.3 below. If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant on the Commencement Date, Landlord shall not be subject to any liability nor shall the validity of the Lease be affected; provided, the term of this Lease shall commence on the date possession is actually tendered to Tenant. The Parties acknowledge that the Initial Term and any Term Extensions as they may exist coincide with Tenants grant funding cycle. 2.2) Term Extension(s). Provided that Tenant faithfully performs all of the terms and conditions of this Lease, Tenant may solicit Landlord to extend the currently effective Lease term for two (2) years, three (3) consecutive times ("Extension Term"). Each of the Extension Terms must commence immediately following the conclusion of the prior term without interruption or a delay in the next two-year term. Each Extension Term shall only be exercisable by written request notice ("Extension Request"), which Tenant must deliver to the City in accordance with Article 10 below, between January 1 and March 31 of the then final term year. Landlord shall have thirty Puget Sound Auto Theft Task -Force / COA Lease — RES 5724 Game Farm Park Administration Building Page 2 of 18 (30) days to respond to Tenants Extension Request by providing Tenant an "Extension Request Response" notice. Each Extension Term is personal to the Tenant and may not be assigned or exercised, voluntarily or involuntarily, by or to, any person or entity other than the Tenant. Each Extension Term is only available to and exercisable by Tenant when Tenant actually physically possesses the Premises. Term Extensions shall be the sole discretion of the Landlord. 2.3) Early Termination — Without penalty either Party may elect to terminate this Lease prior to the expiration of the then current Term ("Early Termination") by providing the other Party with 60 days prior written notice ("Early Termination Notice"). Notice must be delivered in accordance with Article 10 below. Tenant agrees to return the Premises in substantially the same condition as it was upon Lease Commencement. ARTICLE 3: RENT 3.1) For the use, enjoyment, maintenance and utilities of the Premises and Common Areas, Tenant agrees to pay Landlord annual "Rent" in the amount of $50,000.00. Rent shall be paid in annual installments due no later than August 31 of the existing term year. Rent shall be paid without notice, demand, offset, abatement or deduction of any kind. If commencing or terminating on a date other than the first (1 St) or last day of the month then the Rent will be pro -rated on a per diem basis. 3.2) Term Extension Rent. The parties acknowledge that Tenant's budget is grant funded and therefore subject to adjustments pending budgetary grant allowances. As part of Tenants grant application Tenant covenants to apply for monthly rental allowances equal to One hundred five (105%) of the then current monthly rent amount. If Tenants awarded budget for rent is less than what Tenant is paying during their then existing Term, Landlord will have right to withdraw any Term Extension approval it may have previously given, otherwise the awarded monthly rental amount granted to Tenant shall become the new monthly rent amount for the awarded Term Extension. ARTICLE 4: PERMISSIBLE USES Tenant shall use the Premises as office space for the conducting of Tenants official business practices. Additional uses may be permitted at the discretion of the Landlord however, may be subject to additional requirements. Tenant agrees to remain compliant with the most current version of the Auburn City Code as it may be updated and/or amended during the term of this Lease. Puget Sound Auto Theft Task -Force / COA Lease — RES 5724 Game Farm Park Administration Building Page 3 of 18 ARTICLE 5: MAINTENANCE 5.1) Landlord's Responsibilities - Landlord shall be responsible for the sole cost and expense of all repair and maintenance to the exterior of the Administration Building including but not limited to: landscaping, foundation, exterior walls, sidewalks, siding, exterior windows, exterior doors, roof, gutters and downspouts as well as all interior and exterior mechanical systems including: HVAC, electrical, plumbing and plumbing and electrical fixtures. Landlord shall further be responsible for the repair and maintenance of the Common Areas. Provided however, that Landlord shall not be required to repair damage which results from the act of negligence by the Tenant, their agents, servants, or employees. If Landlord refuses or neglects to commence or complete repairs, either promptly or adequately, Tenant may, but shall not be required to commence or complete the repairs and Landlord shall pay the costs of such repairs. 5.2) Tenant's Responsibilities — Tenant shall be responsible for repair, maintenance to their Premises located within Administration Building, including: interior walls, floors, and any non - bath fixtures, normal wear and tear being acceptable. All repairs and maintenance shall be at the sole cost and expense of the Tenant, provided, however, that Tenant shall not be required to repair damage which results from acts of negligence by the Landlord, his agents, servants or employees, or when such damage is caused by any peril included within the Landlord's property insurance coverage. If Tenant refuses or neglects to commence or complete repairs within thirty days of written notice by the Landlord, Landlord may, but shall not be required to commence or complete the repairs and Tenant shall pay the costs of such repairs plus an additional 10% for administrative and management proposes to Landlord upon demand. Tenant will keep their Premises free of undo waste and debris and in a clean and sanitary condition at all times. 5.3) Janitorial — Tenant is responsible at their sole cost and expense for all janitorial needs and services within their Premises, which Tenant covenants to maintain in a clean, safe and sanitary condition. With the exception of the Vehicle Parking Area, Tenant shall further be responsible for the janitorial needs of the Common Areas. 5.4) Nattirai Disaster or Act of God — In the event that the Premises is damaged due to a natural disaster or act of God, if the cost of repairing or reconstructing the Premises to the condition and form immediately prior to such damage or destruction does not exceed thirty-three percent (33%) of the then new replacement cost thereof, then Landlord shall effect such repair, restoration, and reconstruction of the Premises so damaged or destroyed to substantially their condition prior to said damage or destruction in a timely manner. All such work shall be carried out in accordance with plans and specifications prepared by a licensed architect or engineer if such an architect or engineer is reasonably required given the scope and nature of the work. In no event shall Rent or any other monies due by Tenant be abated during such period of reconstruction and/or restoration. 5.5) If the cost of repairing, restoring or reconstructing the Premises to the condition and form immediately prior to such damage or destruction exceeds thirty-three percent (33%) of the then new replacement cost thereof, then Landlord, in its sole discretion may elect by written notice to Tenant given within thirty (30) days after the date of the damage to terminate this Lease. If no notice of termination is given then all obligations set forth in this Lease shall continue, including Puget Sound Auto Theft Task -Force / COA Lease — RES 5724 Game Farm Park Administration Building Page 4 of 18 but not limited to Rent obligations of the Tenant. In no event shall Landlord be responsible for damage to Tenant's personal property located on or within the Premises. 5.6) Damage Due to Fire — In the event of damage or destruction due to fire determined not to have been caused by Tenant then Sections 5.4 and 5.5 above shall apply. If however, the cause of the fire, as determined by the local Fire Authority is determined to have been caused by Tenant, one of Tenant's guests, agents, employees, students or otherwise then the cost of said repair, restoration, reconstruction or replacement of the Premises shall be borne by Tenant. Repairs, reconstruction or replacement of the Premises shall be done in a commercially reasonable manner and with the approval of the Landlord and all obligations under this Lease, including Rent shall remain in full force during such period of repair, restoration, reconstruction or replacement. ARTICLE 6: ENVIRONMENTAL PROVISIONS 6.1) Tenant has inspected the Premises and accepts it in its present "As -Is" condition. Tenant shall not cause the premises to be contaminated in any way and in the event of contamination shall immediately report such contamination to Landlord and shall cause any such contamination to be remedied by that method recognized by Washington State Department of Ecology and shall indemnify and hold Landlord harmless from all costs involved in implementing the remedy. 6.2) Any other provision of this Lease to the contrary notwithstanding, Tenant's breach of any covenant contained in this Article 6 shall be an Event of Default empowering Landlord, in addition to exercising any remedy available at law or in equity or otherwise pursuant to this Lease, to terminate this Lease and to evict Tenant from the Premises forthwith, or to terminate Tenant's right to possession only without terminating this Lease. ARTICLE 7: INSURANCE COVERAGE, INDEMNIFICATION / HOLD HARMLESS 7.1) Insurance — Tenant shall at all times have in effect the following types of minimum amounts of insurance, only as applicable to the business to be conducted by the Tenant: (I) Commercial General Liability insurance in the amount of $1,000,000 per occurrence and $2,000,000 annual aggregate. Such insurance shall contain contractual liability insurance covering applicable leases, licenses, permits, or agreements. (II) Commercial/business automobile liability insurance for all owned, non -owned and hired vehicles assigned to or used in performance of commercial aeronautical activities in the amount of at least $1,000,000 each accident. If any hazardous material, as defined by any local, state, or federal authority, is the subject, or transported, in the performance of this contract, a policy must be endorsed with the Insurance Services Office form CA9948 or equivalent. Puget Sound Auto Theft Task -Force / COA Lease — RES 5724 Game Farm Park Administration Building Page 5 of 18 (III) Special Causes of Loss Property Form covering all improvements and fixtures on the Premises in an amount no less than the full replacement cost thereof. (IV) Worker's compensation insurance is required by law and employer's liability insurance in the amount of $1,000,000 per accident, $1,000,000 disease per person, $1,000,000 disease policy limit is required by the Agreement. 7.2) All insurance shall be in a form and from an insurance company with Best's financial rating of at least an A- (VII). All policies, whether carried by Tenant or Subtenant, except worker's compensation policy, shall name the City and its elected or appointed officials, officers, representatives, directors, commissioners, agents, and employees as "Additional Insured", and the Tenant and/or Subtenant shall furnish certificates of insurances evidencing the required coverage cited herein prior to engaging in any commercial aeronautical activities. Such certificates shall provide for unequivocal thirty (30) day notice of cancellation or material change of any policy limits or conditions. 7.3) Self -Insurance — Tenant may satisfy any or all of the above insurance requirements by use of self-insurance. In such circumstances the rating requirements set forth in Section 7.2 shall not apply. The self-insurance shall protect the indemnified parties in the same manner and to the same extent as they would have been protected had the policy or policies not been self -insured and subject to the coverages and limits set forth in Section 7.1. Tenant's ability to satisfy any or all of the above insurance requirements by use of self-insurance is personal to Federal Way. 7.4) The Tenant's insurance coverage shall be primary insurance as respects Landlord. Any insurance, self-insurance, or insurance pool coverage maintained by Landlord shall be in excess of the Tenant's insurance and shall not contribute with it. 7.5) Indemnification / Hold Harmless. The Tenant shall defend, indemnify, and hold harmless Landlord, its officers, officials, employees and volunteers from and against any and all claims, suits, actions, or liabilities for injury or death of any person, or for loss or damage to property, which arises out of Tenant's use of Premises, or from the conduct of Tenant's business, or from any activity, work or thing done, permitted, or suffered by Tenant in or about the Premises, except only such injury or damage as shall have been occasioned by the sole gross negligence or willful misconduct of Landlord. Solely for the purpose of effectuating Tenant's indemnification obligations under this Lease, and not for the benefit of any third parties (including but not limited to employees of Tenant), Tenant specifically and expressly waives any immunity that may be granted it under applicable federal, state, or local Worker Compensation Acts, Disability Benefit Acts, or other employee benefit acts. Furthermore, the indemnification obligations under this Lease shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under Worker Compensation Acts, Disability Benefit Acts, or other employee benefit acts. The parties acknowledge that the foregoing provisions of this Article have been specifically and mutually negotiated between the parties. Puget Sound Auto Theft Task -Force / COA Lease — RES 5724 Game Farm Park Administration Building Page 6 of 18 ARTICLE 8: ASSIGNMENT AND SUBLETTING Neither this Lease nor any interest in this Lease therein may be assigned, mortgaged, transferred or encumbered, nor shall all or any part of the Premises be sublet (each of which, a "Transfer") without Landlord's prior written consent, which shall not be unreasonably withheld. Any assignee or subtenant shall assume all of Tenant's obligations under this Lease and shall be jointly and severally liable with Tenant. Consent of the Landlord to any Transfer shall not operate as a waiver of the necessity for consent to any subsequent Transfer. In connection with each request for consent to a Transfer, Tenant shall pay to Landlord an amount equal to the "Transfer Fee" of the then current City fee schedule. If Landlord consents to any proposed Transfer, Tenant may enter into the same, but only upon the specific terms and conditions set forth in Tenant's Request for Consent; any such Transfer shall be subject to, and in full compliance with, all of the terms and provisions of this Lease; the consent by Landlord to any Transfer shall not relieve Tenant of any obligation under this Lease; Landlord may require the Tenant and the Transferee to execute a Landlord's consent form; and no Transfer shall be binding on Landlord unless Tenant and the Transferee deliver to Landlord a fully -executed counterpart of the document effecting the Transfer. If Landlord consents to a proposed assignment or sublease then Landlord may require Tenant to pay to Landlord a sum equal to fifty percent (50%) of any Rent and other consideration, profit or gain realized by Tenant from such sublease or assignment, in excess of the rent allocable to the transferred space then being paid by Tenant to Landlord pursuant to the Lease (after deducting the costs of Tenant, if any, in effecting the assignment or sublease, including reasonable alteration costs, commissions and legal fees). ARTICLE 9: UTILITIES 9.1) With the exception of Internet & Communications Services all utilities associated with the Premises are included as part of Tenant's Rent. Those utilities include but are not limited to Electrical, Water, Sewer, Storm and Garbage service. 9.2) Internet & Communication Services — Tenant is responsible at its sole cost and expense for establishing and maintaining its own internet and communication services to furnish its Premises. Tenant agrees to ensure that its internet and communication services do not in any way interfere with Landlord's service or the publicly accessible internet broad band service. If Landlord provides notice to Tenant that Tenant's internet communication service is causing interference with Landlords service, the public service, or any other prior existing tenant service, Tenant agrees to take corrective action within 24 hours of notification. If Tenant does not take corrective action within 48 hours of notification, Landlord may take corrective action at Tenants full cost and expense, including the cost of bringing in any professional(s) deemed necessary by Landlord, plus an additional 10% of the sum total for administrative purposes. Landlord agrees to provide reasonable access to Tenant or Tenants agents to those areas necessary in housing such internet and communications systems. Puget Sound Auto Theft Task -Force / COA Lease — RES 5724 Game Farm Park Administration Building Page 7 of 18 9.3) Except to the extent caused by the gross negligence or intentional misconduct of Landlord or its agents, employees or contractors, failure by Landlord to any extent to furnish or cause to be furnished the utilities or services described in this Lease, or any cessation or interruption thereof, resulting from any cause, including without limitation, mechanical breakdown, overhaul or repair of equipment, strikes, riots, acts of God, shortages of labor or material, compliance by Landlord with any voluntary or similar governmental or business guidelines, governmental laws, regulations or restrictions, or any other similar causes, shall not render the Landlord liable in any respect for damages to either person or property, for any economic loss or other consequential damages incurred by Tenant as a result thereof, be construed as an eviction of Tenant, result in an abatement of rent, or relieve Tenant from its obligation to perform or observe any covenant or agreement contained in this Lease. ARTICLE 10: NOTICES Any notice, consent, approval or other communication given by either party to the other relating to this Lease shall be in writing, and shall be delivered in person, sent by certified mail, return receipt requested, sent by reputable overnight courier, or sent by other approved forms of electronic communication (with evidence of such transmission received) to such other party at the respective addresses set forth below (or at such other address as may be designated from time to time by written notice given in the manner provided herein). Such notice shall, if hand delivered or personally served, be effective immediately upon receipt. If sent by certified mail, return receipt requested, such notice shall be deemed given on the third business day following deposit in the United States mail, postage prepaid and properly addressed; if delivered by overnight courier, notice shall be deemed effective on the first business day following deposit with such courier; and if delivered by electronic communication, notice shall be deemed effective when sent. The notice addresses of the parties are as follows: AUBURN Real Estate Division Attn: Josh Arndt / Real Estate Manager 25 West Main St. Auburn, WA 98001 253.288.4325 Jarndt@auburnwa.gov FEDERAL WAY Andy Hwang 33325 81" Ave S Federal Way, WA 98003 Andy.hwang@cityoffederalway.com With Conies To: PSATT Sgt. Jeff Carroll #LK14 253.625.1701 Jcarroll@cityoflakewood.us Puget Sound Auto Theft Task -Force / COA Lease — RES 5724 Game Farm Park Administration Building Page 8 of 18 ARTICLE 11: INSPECTION, ACCESS AND POSTED NOTICES Landlord and any of its agents shall at any time upon seventy-two (72) hours advance written notice to Tenant, have the right to go upon and inspect the Premises, provided, however, that in the event the Landlord determines, in its sole and absolute discretion, that an emergency situation exists on or adjacent to the Premises, no advance notice to Tenant is required and Landlord may immediately go upon and inspect the Premises. Landlord shall have the right to serve, or to post and to keep posted on the Premises, or on any part thereof, any notice permitted by law or by this Lease, any other notice or notices that may at any time be required or permitted by law or by this Lease. Landlord shall not be liable in any manner for any inconvenience, disturbance, loss of business, or other damages arising out of Landlord's entry on the Premises as provided in this Section except for such damage that is caused directly by, or through the gross negligence of, Landlord, their employees, agents, or representatives. ARTICLE 12: DEFAULT AND REMEDIES 12.1) Events of Default. Tenant will be in default ("Default") under this Lease if, (a) any amount of Rent or other sums payable by Tenant to Landlord under this Lease remains unpaid for more than thirty (30) days after the date it is due; (b) Tenant files a voluntary petition in bankruptcy or makes a general assignment to the benefit of, or a general arrangement with, creditors; (c) there is an involuntary bankruptcy filed against Tenant that has not been dismissed within sixty (60) days of filing; (d) Tenant is adjudicated insolvent, or admits, in writing, its inability to pay its obligations in the ordinary course as they come due; (e) a receiver, trustee, or liquidating officer is appointed for Tenant's business; (f) if Tenant violates or breaches any of the other covenants, agreements, stipulations, or conditions described in the Agreement; 12.2) Cure of Default. Upon an Event of Default in 12.1, Landlord shall send Tenant written notice of the violation. Upon receipt of such notice, Tenant shall have thirty (30) days to cure the violation. Any violation that continues beyond this 30 day period shall be grounds for Landlord's Puget Sound Auto Theft Task -Force / COA Lease — RES 5724 Game Farm Park Administration Building Page 9 of 18 termination of this Lease. Tenant shall have no ability to cure a 3rd (or subsequent) distinct Event of Default occurring within a 12 month period. 12.3) Termination after Default. Landlord shall not elect to terminate the Lease as a result of any Default described above without first providing Tenant with written notice of Landlord's intent to terminate the Lease ("Termination Notice"); provided that any such termination shall be subject to Landlord compliance with the provisions of Article 12.2. Subject to the preceding sentence and the provisions of Article 12.2, Landlord shall have the rights and remedies provided in this Article 12, in addition to any other right or remedy available by law or equity (all notice and cure periods set forth above are in lieu of and not in addition to any notice required pursuant to applicable unlawful detainer/eviction statutes). 12.4) Upon Termination of this Lease, Landlord may reenter the Premises in the manner then provided by law, and remove or put out Tenant or any other persons or subtenants found therein. No such reentry shall be construed as an election on Landlord's part to terminate this Lease unless a written notice of such intention is given to Tenant. 12.5) Upon termination of the Lease as a result of Tenant's Default, the Landlord may elect to re - let the Premises or any part thereof upon such terms and conditions, including rent, term and remodeling or renovation, as Landlord in its sole discretion may deem necessary. Landlord shall also have the right to cause any of Tenant's Subtenants, if any should exist, to direct all future sublease rent payments directly to Landlord until such time as Tenants default has been cured. To the fullest extent permitted by law, the proceeds of any reletting or payments made directly to Landlord by any of Tenant's Subtenants shall be applied: first, to pay Landlord all costs and expenses of such reletting (including without limitation, costs and expenses incurred in retaking or repossessing the Premises, removing persons or property therefrom, securing new Tenants, and, if Landlord maintains and operates the Premises, the costs thereof); second, to pay any indebtedness of Tenant to Landlord other than rent; third, to the rent due and unpaid hereunder; and fourth, the remainder, if any, shall be held by Landlord and applied in payment of other or future obligations of Tenant to Landlord as the same may become due and payable, and Tenant shall not be entitled to receive any portion of such revenue. 12.6) If Landlord terminates this Lease as provided in this Article, Landlord shall have the right to reenter the Premises and remove all persons, and to take possession of and remove all equipment and trade fixtures of Tenant in the Premises, in the manner then provided by law. Tenant waives all claims associated with Landlord's exercising this right, and shall hold Landlord harmless therefrom. No such reentry shall be considered a forcible entry. If Landlord elects to terminate the Lease, Landlord may also recover from Tenant any earned but unpaid rent under this Lease owing to Landlord at the time of termination. 12.7) Indemnification. Nothing in this Article 12 shall be deemed to affect Landlord's right to indemnification for liability or liabilities arising prior to termination of this Lease for personal injury or property damage under the indemnification provisions or other provisions of this Lease. Puget Sound Auto Theft Task -Force / COA Lease — RES 5724 Game Farm Park Administration Building Page 10 of 18 12.8) Time is of the essence for this agreement. ARTICLE 13: NON-DISCRIMINATION 13.1) Tenant for themselves, their personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that: 1) no person on the grounds of race, color, sex, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to, discrimination in the use of said facilities, 2) that in the construction of any improvements on, over, or under the Premises and the furnishing of services thereon, no person on the grounds of race, color, sex, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination, and 3) that the Tenant shall use the Premises in compliance with all other requirements imposed by 49 C.F.R. Part 21 as now enacted or as hereafter amended. 13.2) If the tenant breaches any of the above non-discrimination covenants, Landlord shall have the right to terminate this Lease agreement and to re-enter and repossess said Premises and the facilities thereon, and hold the same as if said lease agreement has never been made or issued. This provision does not become effective until the procedures of 49 C.F.R. Part 21 are followed and completed, including expiration of appeal rights. 13.3) Noncompliance with Article 13 above shall constitute a material breach thereof and, in the event of such noncompliance, Landlord shall have the right to terminate this Lease and the estate hereby created without liability therefor or, at the election of the Landlord or the United States. 13.4) Tenant agrees that it shall insert Articles 13.1 — 13.3 in any lease, license, or sublease agreement by which said Tenant grants a right or privilege to any person, firm, or corporation to render accommodations and/or services to the public on the Premises herein leased. 13.5) The Tenant assures that during this tenancy it will undertake an Affirmative Action program as required by 14 C.F.R. § § 152.401-425 to ensure that no person shall on the grounds of race, creed, color, national origin, or sex, be excluded from participating in any covered employment activities. The Tenant assures that no person shall be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by these regulations. The Tenant assures that it will require that its covered suborganizations provide assurances to the Tenant that they similarly will undertake Affirmative Action programs, and that they will require assurances from their suborganizations, as required by these regulations, to the same effort. ARTICLE 14: ATTORNEY'S FEES AND COSTS If by reason of default on the part of either party to this Lease agreement it becomes necessary to employ an attorney to recover any payments due hereunder or to enforce any provision of this Lease, the prevailing parry, whether such party be the successful claimant or the Puget Sound Auto Theft Task -Force / COA Lease — PES 5724 Game Farm Park Administration Building Page 11 of 18 parry who successfully defended against the claim of the other party, shall be entitled to recover a reasonable attorney's fee and to be reimbursed for such costs and expenses as may have been incurred by such prevailing party. ARTICLE 15: MISCELLANEOUS 15.1 Si na e — Tenant is not granted the right under this Lease to install any signage to the interior or exterior of the Administration Building unless otherwise agreed to in a separate addendum which shall be at the sole and absolute discretion of the Landlord. If Tenant so desires, Tenant shall work in good faith with Landlord to establish a location, quantity, size, style and placement of Tenant owned signage in an area that is representative of Tenant's premises. All costs and expenses borne of signage creation, installation and/or repair will be the sole responsibility of Tenant. All signage shall be subject to and in accordance with the Auburn City Code, Chapter 18.56. 15.2) Securi - Landlord shall have no obligation to provide security to the Premises. 15.3) No Brokers - Tenant represents and warrants to Landlord that it has not engaged any broker, finder or .other person who would be entitled to any commission or fees in respect of the negotiation, execution or delivery of this Lease and shall indemnify and hold harmless Landlord against any loss, cost, liability or expense incurred by Landlord as a result of any claim asserted by any such broker, finder or other person on the basis of any arrangements or agreements made or alleged to have been made by or on behalf of Tenant. 15.4) Regulatory Compliance - The Tenant agrees, at its sole cost and expense, to conform to, comply with and abide by all lawful rules, codes, ordinances, requirements, orders, directions, laws, regulations and standards of the United States, the State of Washington, and City of Auburn or agency of any of said entities, including rules and regulations of Landlord, including without limitation those relating to environmental matters, and regulations set forth by the Environmental Protection Agency, now in existence or hereafter promulgated, applicable to the Tenant's use and operation of said Premises, including the construction of any improvements thereon, and not to permit said Premises to be used in violation of any of said rules, codes, laws or regulations. Tenant shall pay all costs, expenses, liabilities, losses, damages, fines, penalties, claims, and demands, including reasonable counsel fees, that may in any manner arise out of or be imposed because of the failure of Tenant to comply with the covenants of this section. 15.5) Liens & lnsolvenU - Tenant shall keep the Premises free from any liens. In the event Tenant becomes insolvent, voluntarily or involuntarily bankrupt, or if a receiver, assignee or other liquidating officer is appointed for the business of the Tenant, then the Landlord may cancel this Lease at Landlord's option. 15.6) Non Waiver - Waiver by Landlord of any term, covenant or condition contained in this Lease or any breach thereof shall not be deemed to be a waiver of such term, covenant, or condition Puget Sound Auto Theft Task -Force / COA Lease — RES 5724 Game Farm Park Administration Building Page 12 of 18 or of any subsequent breach of the same or any other term, covenant, condition contained in this Lease. 15.7) Force Majeure - Except for the payment of Rent or other sums payable by Tenant to Landlord, time periods for Tenant's or Landlord's performance under any provisions of this Lease shall be extended for periods of time during which Tenant's or Landlord's performance is prevented due to circumstances beyond Tenant's or Landlord's control, including without limitation, strikes, embargoes, shortages of labor or materials, governmental regulations, acts of God, war or other strife. 15.8) Severability - If any term, covenant, or condition of this Lease (or part thereof) or the application thereof to any person or circumstance is, to any extent, invalid or unenforceable, the remainder of this Lease (and/or the remainder of any such term, covenant or condition), or the applicability of such term, covenant or condition to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition (or part thereof) of this Lease shall be valid and be enforced to fullest extent permitted by law. 15.9) Choice of Law, Integration, and Interpretation — This Lease and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Washington and venue for any action hereunder shall be in King County, Washington. This Lease, together with any subsequent amendments or addendums, constitutes the entire agreement of the parties and no other understandings, oral or otherwise, regarding this Lease shall exist or bind any of the parties. All captions, headings or titles in the paragraphs or sections of this Lease are inserted for convenience of reference only and shall not constitute a part of this Lease or act as a limitation of the scope of the particular paragraph or sections to which they apply. Construction of this Lease shall not be affected by any determination as to who is the drafter of this Lease, this Lease having been drafted by mutual agreement of the parties. 15.10) Keys — Tenant will be granted two keys to the Tenant's Premises. If Tenant desires additional keys Tenant may duplicate the provided keys to Tenant's Premises only and at Tenant's sole expense. Tenant may change the lock to their office door providing access into Tenant's Premises at Tenant's sole expense. If Tenant elects to change the lock to Tenant's Premises, Tenant will provide a copy of the new key to Landlord at no charge to Landlord. 15.11) Authority - Each party hereto warrants that it has the authority to enter into this Lease and to perform its obligations hereunder and that all necessary corporate action to authorize this transaction has been taken, and the signatories, by executing this Lease, warrant that they have the authority to bind the respective parties. ARTICLE 16: SIGNATURE By signing in the space below, the TENANT ACKNOWLEDGES HAVING READ AND UNDERSTOOD AND AGREES TO THE CONTENTS OF THIS AGREEMENT. Puget Sound Auto Theft Task -Force / COA Lease — RES 5724 Game Farm Park Administration Building Page 13 of 18 TENANT CITY OF FEIDERAL WAY 't 1 �br Jii eirell, Mayor Approved as to Form: PE, eral Way City ttorney LANDLORD CITY OF AUBURN as Kendra Comeau,-'ity of Auburn Attorney [NOTARIES ON THE FOLLOWING PAGE] Puget Sound Auto Theft Task -Fare / COA Lease — RES 5724 Game Fain Park Administration Building Page 14 of 18 FEDERAL WAY NOTARY PAGE: STATE OF WASHINGTON ) ) ss. County of Alho ) The undersigned Notary Public hereby certifies: That on this Y,,� day of 2023, personally appeared before me BRIAN DAVIS, CITY ADMINISTRAT , to ee known to be the individual(s) described in and who executed the within instrument, and acknowledged that they signed and sealed the same as their free and voluntary act and deed, for the purposes and uses therein mentioned, and on oath stated that they were duly authorized to execute said document on behalf of THE CITY OF FEDERAL WAY. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public in for the State of Wphiuigpn. Residing at / ec �y My commission expires Puget Sound Auto Theft Task -Force / COA Lease — RES 5724 Game Farm Park Administration Building Page 15 of 18 AUBURN NOTARY PAGE: STATE OF WASHINGTON ) ss. County of The undersigned Notary Public hereby certifies: That on this 3 D day of Tu 1] C, , 2023, personally appeared before me NANCY BACKUS, MAYOR OF AUBURN, to me known to be the individual(s) described in and who executed the within instrument, and acknowledged that iTe/she signed and sealed the same as -his/her free and voluntary act and deed, for the purposes and uses therein mentioned, and on oath stated that-lie/she was duly authorized to execute said document on behalf of THE CITY OF AUBURN. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. \\SORUAt Ill, _ rr s x 9�4 Z � i� PUg ipy C7 i�i�rTgTE OF •i. Notary Public in and for the State of Washington, Residing at 0 I` CC �_ k l My commission expires , . - CZ LJ Puget Sound Auto Theft Task -Force / COA Lease — RES 5724 Game Fann Park Administration Building Page 16 of 18 Exhibit A Premises ADMINSTRATION BUILDING 011M 71 PS -A�Excftisivc Space Puget Sound Auto Theft Task -Force / COA Lease — RES 5724 Game Farm Park Administration Building Page 17 of18 — i'> �!a Kijlg County parcel MZIOS.011 Puget Sound Auto Theft Task -Force / COA Lease — RES 5724 Game Farm Park Administration Building Page 18 of 18 8e COUNCIL MEETING DATE: July 18, 2023 ITEM #: CITY OF FEDERAL WAY CITY COUNCIL AGENDA BILL SUBJECT: INTERLOCAL AGREEMENT BETWEEN THE CITY OF AUBURN AND THE CITY OF FEDERAL WAY FOR CONTINUED LEASING OF OFFICE SPACE FOR THE PUGET SOUND AUTO THEFT TASK FORCE (PSATT) POLICY QUESTION: Should the City of Federal Way enter into a new interlocal agreement with the City of Auburn for the continued lease of office space for the PSATT? COMMITTEE: PRHS&PSC MEETING DATE: July 11, 2023 CATEGORY: ® . Consent ❑ Ordinance ❑ Public Hearing ❑ City Council Business ❑ Resolution ❑ Other STAFF REPORT BY: DEPT: Attachments: 1. Staff Report 2. Interlocal Agreement Options Considered: 1. Approve the proposed interlocal agreement. 2. Do not approve the proposed interlocal agreement and provide direction to staff. MAYOR'S RECOMMENDATION: Option 1. MAYOR APPROVAL: U-9: V Initial/Date DIRECTOR APPROVAL: wr. f �/Z.3 liiitiai/i. aic COMMITTEE RECOMMENDATION: "I move to forward the proposed Interlocal Agreement to the July 18, 2023, consent agenda for approval. " Committee Men1ber Committee Member PROPOSED COUNCIL MOTION: "I move approval of the proposed Interlocal Agreement and authorize the Mayor to execute said agreement. " (BELOW TO BE COMPLETED BY CITY CLERK'S OFFICE) UNCIL AC'FIO• APPROVE77'(8/a0d3 ❑ DENIED ❑ TABLED/DEFERRED/NO ACTION ❑ MOVED TO SECOND READING (ordinances only) REVISED— 11/2019 COUNCIL BILL # First reading Enactment reading ORDINANCE # RESOLUTION 4 CITY OF FEDERAL WAY MEMORANDUM DATE: July 11, 2023 TO: City Council Members VIA: Jim Ferrell, Mayor FROM: Andy J. Hwang, Chief of Police SUBJECT: Interlocal Agreement between the City of Auburn and the City of Federal Way for continued leasing of office space for the Puget Sound Auto Theft Task Force (PSATT) Financial Impacts: There is no financial impact to the City of Federal Way. The City of Auburn will be charging an annual rent of $50,000 for office space for PSATT. However, the lease agreement costs are completely reimbursed through the 2023-2025 WATPA grant. Background Information: The Puget Sound Auto Theft Task Force (PSATT) is a joint operation between the cities of Auburn, Tukwila, Federal Way, Bonney Lake, Lakewood, Tacoma, the Pierce County Sheriff s Office, the King County Prosecutor's Office, and the Washington State Patrol. The Federal Way Police Department (FWPD) is the lead administrative agency for PSATT. An agreement between the City of Auburn and the City of Federal Way has been in place since 2017 for Auburn to supply office space for PSATT. Since FWPD is the lead administrative agency for PSATT, it enters into and manages the lease agreement for the Task Force. The rent is fully reimbursed through the Washington Auto Theft Prevention Authority (WATPA) grant, which has already been approved and allocated for the 2023- 2025 grant cycle. Rev. 7/ 18