AG 08-096 - HISTORICAL SOCIETY OF FEDERAL WAYI
I RETURN TO: EXT:
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
I. ORIGINATING
2. ORIGINATING
4. TYPE
❑ CONTRACTOR
❑ PUBLIC
❑ PROFESSIONAL
❑ GOODS
❑ REAL
❑ ORDINANCE
❑ CONTRACT
.OTHER
5. PROJECT
6. NAME
7. EXHIBITS
8. TERM:
9. TOTAL
REIMBURSABLE
IS SALES
RETAINAGE:
❑ PURCHASING:
10. DOCUMENT
❑ DIRECTOR
❑ RISK
❑ LAW
11. COUNCIL
12. CONTRACT
❑ SENT
❑ ATTACH:
❑ LA
f16NATORY
❑ CITY
❑ ASSIGNED
❑ SIGNED
COMMENTS:
DEPT./DIV: Pfg..1e--">
STAFF PERSON: I EXT: 3. DATE REQ. BY:
OF DOCUMENT (CHECK ONE):
SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG
ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ RESOLUTION
AMENDMENT (AG #): O i)S L ❑ INTERLOCAL
LEA AMME.N t> MEN 'r
NAME: F4t9Y 1 cat voce Lea.---
OF CONTRACTOR: FW A voitx leak
ADDRESS:'PO PSCMZ5ti3c,1 F. 7. 45 S. 31 L= St FW1cleca5 TELEPHONE ?,63 945 -1e4v
E -MAIL: CLt aAN.3 6 1 [ t ford . Gower FAX:
gu
SIGNATURE NAME: Ica. na Nobel cvkAtucarci TITLE preS .
AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS
COMMENCEMENT DATE: 1 1 1 L'' COMPLETION DATE: V u Iy 31 )202-5
COMPENSATION $ (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $
TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY
RETAINAGE AMOUNT: ❑ RETAINAGE BY (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED
PLEASE CHARGE TO:
/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED
ROJECT MANAGER al 1202..t6
MANAGEMENT (IF APPLICABLE)
• tc, 1 Z113'i(0
APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: I -I J/ 11_ _ COUNCIL APPROVAL DATE: ` h / I) 1
SIGNATURE ROUTING ■
TO VENDOR/CONTRACTOR DATE SENT: 11 4 / .--1 DATE REC'D: �3 L /) n
SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
INITIAL / DATE IGNED
PARTMENT n f
(MAYOR OR DIRECTOR) 410vri-rAtcl Ai
CLERK '� W3Ll
AG# AG# I `. -0q , ,
COPY RETURNED DATE SENT: 0JqD /?-
Tax Iv. ) -.1-, t„. Ot3
CITY OF
.�,'�...., Federal Way
AMENDMENT NO. 1
TO
LEASE AGREEMENT
FOR
STEEL LAKE ANNEX BUILDING
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835 -7000
www cityoffederatway corn
This Amendment ( "Amendment No. 1") is made between the City of Federal Way, a Washington municipal
corporation ( "City "), and the Historical Society of Federal Way, a Washington nonprofit corporation ( "Contractor ").
The City and Contractor (together "Parties "), for valuable consideration and by mutual consent of the Parties, agree
to amend the original Agreement for the Steel Lake Annex Building ( "Agreement ") dated effective July 28, 2008, as
follows:
1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior
amendments thereto, shall be amended and shall continue until July 31, 2028 ( "Amended Term ").
2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior
amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by
either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the
previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been
performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The
provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names
appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding
on the parties of this contract.
AMENDMENT
[Signature page follows]
1 - 1/2015
Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835 -7000
www. cityoffederahway. corn
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY
DATE: •7
THE HISTORICAL SOCIETY OF FEDERAL WAY
By:
plazdA220ede-
ATTEST:
ph ie Courtney, CM
APPROVED AS TO FORM:
ity Clerk
City Attorney, 'vi,et, ('44
Printed Name: ,f%l� �IDD/e- Gu /Ji /a--)
Title: 7)41/11:4141/
DATE:
STATE OF WASHINGTON )
) ss.
COUNTY OF \lixime.i )
TONIA PROCTOR
_NOTARY PUBLIC
STATE OF WASHINGTON
COMMISSION EXPIRES
OCTOBER 11 2017
On this day personally appeared before me ')anro. bke - CDtaSO4 to me known to be the
(name of signatory)
i ¢or I* of the Historical Society of Federal Way that executed the foregoing instrument,
(position or title) (corporation name)
and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and
purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument and that the
seal affixed, if any, is the corporate seal of said corporation.
GIVEN my hand and official seal this a1 day of O-r-vva _ , 201-4
AMENDMENT
Notary's signatur m.e�
Notary's printed name c r c oL '
Notary Public in and for the State of Washington.
My commission expires 10 -11-- a01k
2
1/2015
Non Profit Insurance Program
CERTIFICATE OF COVERAGE
Date: Issue
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONVERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES
NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF COVERAGE DOES NOT CONSTITUE A CONTRACT
BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERT IFICATE HOLDER,
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGRATION IS WAIVED, Subject to the terms and conditions of
the policy, certain coverage may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
HistSFW4Revised
Clear Risk Solutions
451 Diamond Drive
Ephrata, WA 98823
INSURED
Historical Society of Federal Way
1600 B SW Dash Point Rd, #125
Federal Way, WA 98023
COVERAGES
COMPANIES AFFORDING COVERAGE
GENERAL LIABILITY
American Alternative Insurance Corporation
AUTOMOBILE LIABILITY
American Alternative Insurance Corporation
PROPERTY
American Alternative Insurance Corporation, et al.
MISCELLANEOUS PROFESSIONAL LIABILITY
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE COVERAGE PERIOD
INDICATED, NOT WITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
TYPE OF INSURANCE POLICY NUMBER
GENERAL LIABILITY
POLICY EFF
DATE
POLICY EXP DESCRIPTION LIMITS
DATE
COMMERCIAL GENERAL LIABILITY N1- A2 -RL- 0000013.08
OCCURRENCE FORM
INCLUDES STOP GAP
LIABILITY IS SUBJECT 10
UTOMOBILE LIABILITY
A
ANY AUTO
(LIABILITY IS SUBJECT TO
PROPERTY
06/01/2016
A $50,000 SIR PAYABLE FROM PROGRAM FUNDS)
06/01/2018 PER OCCURRENCE
PER MEMBER AGGREGATE
PRODUCT -CO MP /OP
PERSONAL & ADV. INJURY
ANNUAL POOL AGGREGATE
$5,000,000
$10,000,000
$5,000,000
$5,000,000
$50,000,000
N1- A2 -RL- 0000013.08 06/01/2016
A $50,000 SIR PAYABLE FROM PROGRAM FUNDS)
N1- A2 -RL- 0000013.08 06/01/2016
06/01/2018 COMBINED SINGLE LIMIT $5,000,000
ANNUAL POOL AGGREGATE NONE
(PROPERTY IS SUBJECT TO A $50 000 SIR PAYABLE FROM PROGRAM FUNDS
MISCELLANEOUS PROFESSIONAL LIABILITY
06/01/2018 ALL RISK PER OCC EXCL EQ & FL
EARTHQUAKE PER OCC
FLOOD PER OCC
ANNUAL POOL AGGREGATE
$75,000,000
$1,000,000
$1,000,000
NONE
O0/O1/2016 06/01/2018 PER CLAIM
(LIABILITY IS SUBJECT TO A SIR PAYABLE FROM PROGRAM FUNDS ) ANNUAL POOL AGGREGATE
DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES / SPECIAL ITEMS
Regarding space leased at 2645 South 312th Street, Federal Way. City of Federal Way is named as Additional Insured regarding
this lease only and is subject to policy terms, conditions, and exclusions. Additional Insured endorsement is attached.
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE
WITH THE POLICY PROVISIONS.
CERTIFICATE HOLDER
AUTHORIZED REPRESENTATIVE
City of Federal Way
3325 8th Avenue S
Federal Way, WA 98003
3204824
AMERICAN ALTERNATIVE
INSURANCE COMPANY
ADDITIONAL INSURED — DESIGNATED PERSON OR ORGANIZATION
(GENERAL LIABILITY)
Named Insured
Non Profit Insurance Program (NPIP)
Policy Number
Ni -A2 -RL -0000013 -08
Endorsement Effective
6/1/2016
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY
This endorsement modifies insurance provided under the following:
GENERAL LIABILITY COVERAGE PART
This endorsement changes the policy effective on the inception date of the policy unless another date is indicated above.
Schedule
Person or Organization (Additional Insured): As Per Schedule on file with Clear Risk Solutions, Underwriting Administrator
City of Federal Way
3325 8th Avenue S
Federal Way, WA 98003
Regarding space leased at 2645 South 312th Street, Federal Way. City of Federal Way is named as Additional Insured regarding
this lease only and is subject to policy terms, conditions, and exclusions. Additional Insured endorsement is attached.
A. With respects to the General Liability Coverage Part only, the definition of insured in the Liability Conditions, Definitions
and Exclusions section of this policy is amended to include as an Insured the Person or Organization shown in the above
Schedule. Such Person or Organization is an Insured only with respect to liability for Bodily Injury, Property Damage, or
Personal and Advertising Injury caused in whole or in part by your acts or omissions or the acts or omissions of those
acting on your behalf:
1. In performance of your ongoing operations; or
2. In connection with your premises owned or rented to you.
B. The Limits of Insurance applicable to the additional Insured are those specified in either the:
1. Written contract or written agreement; or
2. Declarations for this policy,
whichever is less. These Limits of Insurance are inclusive and not in addition to the Limits Of Insurance shown in the Declarations.
All other terms and conditions remain unchanged.
Includes copyrighted material of the Insurance Services Office, Inc., with its permission.
RI 2163 12/12
3204825
Page 1 of 1
RETURN TO Donna Hanson
CITY OF FEDERAL WAY LAW DEPARTMENT
REQUEST FOR CONTRACT PREPARATIONIDOCUMENT REVIEW/SIGNATURE ROUTING SLIP
(E.G., RFB, RFP, RFQ)
CONTRACT AMENDMENT
D CDBG
x OTHER-LEASEAGREEMENT'2,S4 5V
\,.0- 0o-\.. "l~ct)3
PROJECTNAME:_HISTORICALSOCIETYOFFEDERAL WAY LEASE AGREEMENT A 'f\;~\ ~ f><'
NAME OF CONTRACTOR: HISTORICAL SOCIETY ~F ~lj.(..rb-\ \..J....-'\ ~ '
ADDRESS: 26<15 ~8UTII J 12TH S'fRLET, F~);)~Rf.L 'NAY 98eeJ .~HONE ~ - l-f' '"2,..- 5S"f.~.--.-
SIGNATURE NAME: ._DIANA}-Jmu.Il GULLIFOIW TITLE.-,PHESroEN-~_J~~~v..-rL/
(;,U"~ C. ~'""~
ATTACH ALL EXHIBITS AND CHECK BOXES D SCOPE OF SERVICES D ALL EXHIBITS REFERENCED IN DOCUMENT
D INSURANCE CERTIFICATE 0 DOCUMENT AUTHORIZING SIGNATURE
TERM: COMMENCEMENTDA.TE: <is )1JI;2:J COMPLETION DATE:_13 YEARS FROM SIGNATURE_ C~~. e. 1 /Z-~J
1. ORIGINATING DEPT.IDIV: PRCS
2.
ORIGINATING STAFF PERSON: DONNA HANSON
4.
TYPE OF DOCUMENT REQUESTED (CHECK ONE)
DPROFESSIONAL SERVICE AGREEMENT
D MAINTENANCE/LABOR AGREEMENT
D PUBLIC WORKS CONTRACT
D SMALL PUBLIC WORKS CONTRACT
(LESS THAN $200,000)
D PURCHASE AGREEMENT)
(MATERIALS, SUPPLIES, EQUIPMENT)
D REAL ESTATE DOCUMENT
5.
6.
7.
8.
9.
EXT: 2412
3. DATEREQ.BY:
D SECURITY DOCUMENT (E.G. AGREEMENT &
PERF/MAIN BOND; ASSIGNMENT OF FUNDS IN LIEU OF BOND)
D CONTRACTOR SELECTION DOCUMENT
AG#:
TOTAL COMPENSATION $1.00 A YEAR _ (INCLUDE EXPENSES AND SALES TAX, IF ANY)
REIMBURSABLE EXPENSE: DYES D NO IF YES, MAXIMUM DOLLAR AMOUNT: $ ..____._________
IS SALES TAX OWED DYES NO IF YES, $ PAID BY: D CONTRACTOR 0 CITY
o PURCHASING: PLEASE CHARGE TO: ~ p~ '-"0
CONTRACT REVIEW INITIALIDATE APPROVED
D PROJECT MANAGER
D DIRECTOR
lS; MANAGEMENT (IF APPLICABLE)
CONTRACT SIGNATURE ROUTING
~AWDEPARTMENT
ITYMANAGER
~ITY CLERK '
>:OSIGN COPY BACK TO ORGINATING DEPT. . '
~SSIGNED AG# Of) ~CPIl.O
COMMENTS i dpt1\ ~ at-(: o~
->J;:~tYl~~~~~~; p.3 { E"JCA-,'" f G -;--Uu.nJ ot..-fv
10.
11.
02/08
INITIALIDATEAPPROVED
fJI/ l-,Ic-oV
~ I 1/
7/rl/O g
, I
INITIALIDATE APPROVED
STEEL LAKE ANNEX BUILDING
LEASE AGREEMENT
~iS Lease Agreement ("Agreement") is dated effective this ~ay of
. ,2008. The parties ("Parties") to this Agreement are the City of Federal Way,
a Was . gton municipal corporation, ("City") and The Historical Society of Federal
Way, a Washington non-profit corporation ("Society").
NOW, THEREFORE, the Parties agree as follows:
1. Premises.
The City, as fee owner of certain real property described in Exhibit "A", does
hereby agree to lease to the Society and the Society does hereby agree to lease from the
City, the Premises described in Exhibit "A" attached hereto and incorporated herein by
this reference, constituting a certain single-family residence at 2645 S. 312th St., Federal
Way, W A 98003, commonly known as the Steel Lake Annex Building, and the
surrounding area shown on the attached map located on the property legally described in
Exhibit A. The Society agrees to occupy and to use the Premises for the purpose of an
office, storage, exhibits, public meetings and Society activities. For activities outside of
the Steel Lake Annex Building, a Special Use Permit may be required by the Parks
Department on a case by case basis.
2. Term.
T . s Agreement shall be for a term of thirteen (13) years, commencing on the 1 st
day of , 2008. The Society may elect to extend this Agreement for an
additional te often (10) years with approval of the City. Notice of intent to extend this
Agreement must be provided to the City ninety (90) days prior to the expiration of the
Term. In addition, the terms and conditions of this lease shall be in full force and effect
as of the date of which the Society obtains possession of the Premises pursuant to section
5 ofthe Agreement.
3. Termination.
Prior to the expiration of the Term, this Agreement may be terminated upon one
(1) year written notice by either party. If terminated by the City within the original
thirteen (13) year term, the City will reimburse the Society's original $30,000 investment
prorated over a twenty (20) year period.
4. Rent.
During the Term of the Agreement, the Society shall pay to the City as rent for
the use of the Premises annual rent in the amount of ONE DOLLAR ($1.00), payable in
advance, on the .]Lday of ~ at the City's address specified in section 26
1
below, or at any other address of which the City notifies the Society in writing. the
Society shall pay to the City the rent in advance of or on the first day of the term each
year, except that the annual rent for the first term shall be payable upon execution of this
Agreement.
5. Possession.
Beginning on , 2008, the Society shall be entitled to possession of
the Premises. By taking possession of the Premises, the Society shall be deemed to have
accepted the Premises as is subject to the warranty and repair work to be performed
pursuant to section 8 of this Agreement. Use of the Premises shall be exclusive to the
Society and shall not be shared by others without the written approval of the City which
approval shall not be unreasonably withheld.
6. Ri2ht of First Refusal to Lease Barn.
In the event that the Barn located on the Premises becomes surplus to the City and
the Society is not in default of any terms or conditions of this Agreement, the City agrees
to give the Society the right of first refusal to lease the barn until termination of this lease.
The City shall notify the Society of its availability in writing and the Society shall have
ninety (90) days from the date of the City's notice to the Society to advise the City in
writing that the Society accepts the Barn offered in its present condition, and agrees that
it shall become part of the Premises. Prior to delivery of possession, the Parties shall
execute an amendment to this Lease Agreement reflecting the addition to the Premises
and any other revisions necessary because of the additional property added to the original
Premises. All other terms and conditions of this Lease shall apply to the additional
Premises.
7. Repairs and Maintenance.
(a) The Society agrees during the term ofthis Agreement to keep the Premises
in a condition and state of repair as good as the same shall be on the date of the Society's
possession ofthe Premises pursuant to section 5 above.
(b) The Society shall pay the full cost of all repairs and maintenance to the
Premises pursuant to the "Maintenance Schedule" described in Exhibit "B" attached
hereto and incorporated by this reference, unless otherwise agreed upon by the Parties to
jointly share the costs or that the repairs are necessary as deemed by the City to be the
responsibility of the City. The City agrees to provide repair and maintenance for major
building systems prior to possession by the Society as identified in section 8.
(c) The City shall not be required to make any repairs unless and until written
notice of the need for said repairs shall have first been given by the Society to the City in
writing at the City's address specified in section 26 below. The City shall not be called
upon to make any improvements, alterations, or repairs of any kind with respect to the
Premises except as specifically provided for in this section.
2
(d) The Society shall provide its own cleaning and custodial servIces,
including waste disposal, at its expense.
8. Maior Buildin2 System Improvements/Stora2e
The City agrees to have all major building systems, including the roof, heating,
windows and electric systems in good working order prior to the date that the Society
takes possession of the Premises. The Society shall have the right to inspect these
systems prior to move in to ensure that the building systems are in good working order to
the Society's satisfaction. The City also agrees to remove all of its property from the
Premises prior to the date that the Society takes possession of the Premises. The Society
agrees to use their best efforts to help the City fund the initial improvements to the major
building systems through their own resources and through grants, with a maximum
contribution from the Society of $30,000, to be paid no later than August 30, 2009.
9. Future Alterations or Improvements.
(a) All alterations or improvements to the Premises undertaken by the Society
shall be constructed at the Society's expenses, and the Society agrees to bear full
responsibility for insuring that all construction on the Premises is undertaken and
conducted in a safe and professional manner, and that all alterations or improvements
shall be of high quality construction. The Society agrees that it will not allow any liens to
attach to the Premises as a result of any construction preformed on the Premises.
However, should a laborer's or material man's liens be filed per Chapter 60.04 RCW, the
City agrees that this will not be considered a breach of this Agreement. The Society
further agrees to hold the City harmless from any and all claims, including costs,
attorney's fees, and expenses, arising in any way iI-om any construction on the Premises.
Unless specifically agreed otherwise in writing signed by the City prior to construction or
addition of any alterations or improvements to the Premises, all alterations and
improvements shall become the property of the City upon termination or expiration of
this Agreement.
(b) The Society shall not perform, or cause to be preformed any alterations or
improvements to the Premises without first providing written notice to the City and
obtaining the City's review and approval of said alterations or improvements, including
signage on the building, which must comply with the Federal Way City Code, and all
applicable laws. All hours of work in performing alterations or improvements shall also
be subject to the City's prior approval.
(c) At the termination of this Agreement, the Society shall ensure that the
condition of the Premises is equal to or better than the condition existing at the
commencement of this Agreement, as determined by the City.
3
10. ADA Compliance
Currently, the ground level of the residence complies with public accessibility
requirements in the Americans with Disabilities Act ("ADA"). The basement and second
floor of the residence will not be open to the public.
11. Encumbrances.
The Society agrees to keep the Premises free and clear of all mortgages, levies,
liens, and encumbrances, whether voluntary or involuntary, and to notify the City in
writing within ten (10) days after any such mortgage, levy, lien, or encumbrance shall
attach to the Premises. The City may, in addition to exercising any other right it may
have under this Agreement, and at its sole option, discharge any such mortgage, levy,
lien, or encumbrance, and the Society shall, upon demand, reimburse the City for the full
amount of any payment for this purpose, plus interest thereon at the rate of twelve percent
(12%) per annum, or such lesser rate as may be the maximum permitted by applicable
law.
12. Taxes.
12.1 Personal Property Taxes: the Society shall pay, prior to
delinquency, all taxes assessed against and levied upon fixtures, furnishings,
equipment, and all other personal property of the Society contained in the
Premises.
12.2 Tax on Rent: the Society shall pay any business and occupation
or similar gross receipts tax, but not including any federal or state income tax or
franchise tax.
13. Utilities/Service Contracts
Upon possession, the Society shall pay for all services and utilities supplied to the
Premises including, without limitation, all power, heating oil, water, garbage, and
security system services.
14. Indemnitv/Insurance.
(a) The City shall not be liable for any injury to any person, or for any loss of
or damage to any property (including property of the Society), occurring in or about the
Premises from any cause whatsoever. The Society shall hold and save the City harmless
from any and all losses, damages, liabilities, or expenses (including attorneys' fees and
other expenses of litigation) resulting from any actual or alleged injury to any person,
and/or from any actual or alleged loss of or damage to any property, occurring in or about
the Premises from any cause whatsoever.
4
(b) The Society shall, at its own expense, maintain proper liability insurance
with a reputable insurance company or companies in the minimum amount of One
Million and NollOO Dollars ($1,000,000.00) per incident and in the minimum amount of
Two Million and No/I 00 Dollars ($2,000,000.00) annual aggregate to indemnify both the
City and the Society against any such claims, demands, losses, damages, liabilities, or
expenses. The City shall be named as additional insured and shall be furnished with a
copy of the certificate of insurance, which shall bear an endorsement that the same shall
not be canceled except upon 30 days prior written notice to the City.
(c) The Society agrees that it will not do nor permit to be done in or about the
Premises any act or thing which will invalidate any insurance thereon, or increase the rate
of insurance over and above the usual rate for buildings used for general business
purposes, nor will the Society permit the Premises to be put, kept, or maintained in such
condition or so occupied that the same will not be insured.
(d) The Society hereby releases the City from liability and waives all right of
recovery against the City for any loss of, in or about the Premises, from perils insured
against under the Society's fire insurance contacts, including any extended coverage
endorsements thereof, whether due to negligence or any other cause; provided, however,
that this section shall be inapplicable if it would have the effect, but only to the extent it
would have the effect, or invalidating any insurance coverage of the City or the Society.
15. Fire or Other casualty.
In the event the Premises are damaged and/or destroyed by unavoidable casualty
or risks covered by standard insurance to such an extent as to render any portion of the
Premises untenantable, the City shall have the option to demolish, rebuild or repair the
Premises. The City shall have thirty (30) days after the date of written notification by the
Society of the happening of any such contingency in which to notify the Society of the
City's intention to rebuild or repair the Premises or the parts so damaged. If the City
elects to rebuild or repair said Premises, the City shall prosecute the work of such
rebuilding or repairing without unreasonable delay. If the City fails to give said notice
within said period, the Society shall have the right to terminate this Agreement by written
notice to the City at any time prior to commencement of reconstruction or repair of the
Premises.
16. Eminent Domain.
In the event of a taking of all or any part of the Premises by eminent domain and
such taking renders the Premises unsuitable for the activities of the Society, then this
Agreement may at the option of either party, be terminated as of the date when the
Society is required to vacate the portion of the Premises so taken. Exercise of said option
to terminate shall be made by written notice given to the other party not more than ninety
(90) days after either party has received notice of the taking, and if terminated, all rents
shall be paid to the date of termination. The City reserves and accepts all rights to
compensation and damages to the Premises for any taking by eminent domain, and the
5
Society shall make no claim whatsoever against the City for damages for termination of
its leasehold interest in the Premises or for interference with its business. the Society may
pursue its own claim against the condemning authority for compensation and damages for
loss of its leasehold interest.
17. Bankruptcv.
Neither this Agreement nor any interest therein nor any estate hereby created shall
pass to any trustee or receiver in bankruptcy or to any other receiver or assignee for the
benefit of creditors or otherwise by operation of law. In the event that the Society is
declared or adjudicated bankrupt, or voluntarily offers to creditors terms of composition,
or in case a receiver is appointed to take charge of and conduct the affairs of the Society,
the City may, at is option, declare this Agreement terminated and null and void, and may
re-enter the Premises immediately. Nothing in this section 17 shall be construed to limit
the right of the City to prove its claim in any such bankruptcy or receivership for
installments of rent due and unpaid at the time of such bankruptcy or receivership
regardless of whether the City elects to terminate this Agreement as provided in this 17,
and acceptance of any such rent or proceeds shall not impair the City's rights to so
terminate this Agreement.
18. Assi!!nment or Sublease.
The Society agrees that it will not assign this Agreement, permit, or suffer any
assignment hereof by operation of law, or sublet the Premises or any portion thereof,
without the prior written consent of the City. No consent given by the City or under this
section 18 shall have the effect of thereafter rendering inapplicable any of the restrictions
contained in this section 18, but all such restrictions shall remain in full force and effect
as to any subsequent transactions notwithstanding the giving of such consent.
19. The Society's Compliance with Laws.
The Society shall observe, and be responsible for and bear all expenses of
complying with all orders, ordinances, rules, regulations, requirements, and instructions
of all municipal, state, and federal authorities relative to the Premises. The Society will
not allow any illegal acts to be conducted on the Premises, will not overload or permit
waste of or damage or injury to the Premises, and will keep all drainage pipes free and
open and will protect water, heating, and other pipes from freezing so that they will not
become clogged or broken.
20. Si!!ns.
No signs shall be placed on the Premises without the prior written approval of the
City.
6
21. Inspection.
The City shall have the right to inspect the Premises at all reasonable times and
the right to enter the same whenever it is reasonably necessary for the exercise of any
right or privilege of the City under this Agreement. Provided, however, that except in the
case of an emergency, the City shall endeavor to provide the Society with reasonable
notice prior to entering the Premises.
22. Default.
(a) Time is of the essence hereof. If the Society shall neglect or fail to
perform or observe any of the covenants or conditions contained herein on its part to be
observed and performed and continue to be in default for a period of ten (10) days or, if
the default be other than one due to non-payment of any sums due by the Society under
this Agreement ten (10) days (if more than ten (10) days are required to cure any such
default, the Society shall commence to cure such default with said days and shall
faithfully pursue completion thereof as expeditiously as possible) after written notice by
the City of such breach, then the City may, at its option, perform such duties or
obligations for the Society and upon completion thereof bill the Society for the cost of
said performance (payable immediately), and bearing interest at twelve percent (12%) per
annum, or such lesser rate as may be permitted by applicable law) or at its option the City
may, without notice and immediately upon such breach, enter into and upon the Premises,
or any part thereof, and repossess the same, and upon entry, as aforesaid, this Agreement,
at the option of the City shall terminate and wholly expire, and the Society covenants and
agrees that upon such termination it will indemnify the City of the cost of renovation the
Premises for a new tenant and against all loss of rent which the City may incur by reason
of such termination during the residue of the term of this Agreement.
(b) Upon any termination of this Agreement, whether by lapse of time or
otherwise, or upon termination of the Society's right to possession without termination of
this Agreement, the Society shall surrender possession and vacate the Premises
immediately and deliver possession thereof to the City. The Society hereby specifically
grants to the City full and free license to enter into and upon the Premises in such event
with or without process of law and to repossess itself of the Premises as of the City's
former estate and to expel or remove the Society and any others who may be occupying
or within the Premises and, at the City's option, to remove any and all property therefrom
using such force as may be necessary. The Society hereby grants said license to enter as
aforesaid to the City and/or its designated agents, who in the exercise of which shall not
be deemed in any manner guilty of trespass, eviction, or forcible entry or detainer, and
without relinquishment of the City's rights to rent or any other right given to the City
hereunder or by operation of law. The Society expressly waives the service of any
demand for the payment of rent or for possession and, except for notice provided in
section 22(a), the Society expressly waives service of any notice ofthe City's elections to
terminate this Agreement or to re-enter the Premises, including any statute or other law,
and agrees that the simple breach of any covenant or provision of this Agreement by the
7
Society shall, of itself, without the service of any notice of demand whatsoever, constitute
a forcible and/or unlawful detainer on the Premises by the Society.
23. No Waiver.
No failure by either of the Parties to exercise any of the remedies available to it by
the terms of this Agreement, or by operation of law, upon any breach of this Agreement
by the Society or upon any default hereunder by the Society shall constitute a waiver by
the City of any other breach or default by the Society, or any subsequent like breach or
default; and the acceptance of rent hereunder by the City shall in no event constitute a
waiver by the City of any branch or default unless the City specifically intends it is so to
do advises of such fact in writing.
24. Attornev Fees.
In the event either of the Parties defaults on the performance of any terms of this
Agreement or either Party places the enforcement of this Agreement in the hands of an
attorney, or files a lawsuit, each Party shall pay all its own attorneys' fees, costs and
expenses. The venue for any dispute related to this Agreement shall be King County,
Washington.
25. HoldiDf! Over.
Any holding over and continued occupancy by the Society after the expiration of
the term herein created shall be on a tenancy from month to month, and either party
hereto shall have the right to terminate the same by giving twenty (20) days' written
notice of its intention to terminate said tenancy.
26. Notices.
All notices herein provided or permitted to be given by either the City or the
Society to the other may be given by enclosing the same in a sealed envelope properly
addressed to the other and depositing the same, registered with postage prepaid thereon,
in the United States Post Office, and service shall be deemed complete at the time of such
deposit. For the purpose of this section, the address of the Society shall be P.O. Box
25430, Federal Way, W A 98093, and the address of the City shall be P.O. Box 9718,
Federal Way, W A 98063-9718, subject to the right of either party to designate by notice
in writing to the other a new address to which said notice shall be sent.
27. Successors and Assh!ns.
This Agreement shall be binding upon and for the benefit of the City and the
Society, and their respective successors and assigns; provided that no assignment by the
Society, or by operation of law, which violates any of the terms of this Agreement shall
vest any rights in the assignee.
8
28. Shmature Authoritv.
It is hereby acknowledged that the Society's signatory of this Agreement has the
authority to so sign and bind the Society in its entirety.
29. General Provisions.
This Agreement contains all of the Agreements between the City and the Society
with respect to any matter covered or mentioned in this Agreement. No provision of this
Agreement, including this provision, may be amended or modified except by written
agreement signed by the Parties.
30. Headin!!s.
The headings herein contained are inserted only as a matter of convenience and
for reference and in no way define, limit, or describe the scope of intent of this
Agreement or in any way affect the terms and provisions hereof.
31. No commission.
The City and the Society agree that there is no commission due to any broker
upon execution of this Agreement.
32. Severability.
If any provision of this Agreement is held invalid for any reason whatsoever, such
invalidity shall not affect any other provision which can be given effect without the
invalid provision, and to that end, provisions of this Agreement are declared to be
severable.
9
DATED the day and year set forth above.
ATTEST:
10
CITY OF FEDERAL WAY
By-a /h ~
Cory M. Roe, ;:(
Assistant City Manager/Chief
Operating Officer
Emergency Manager
33325 8th Ave S
PO Box 9718
Federal Way, WA 98063-9718
THE HISTORICAL SOCIETY OF
FEDEr W~~~
~~~~oat 6,.t<A<-~ C K","'r1R.~
2645 South 312th Street T(L~~
Federal Way, WA 98003
206-412-5545
STATE OF WASHINGTON)
~ . ) ss.
COUNTY OF 14ft) \ 1-
G~c:..l(). t. \c:.~.,-~
On this day personally appeared before me ~a Noble-Gulliford, to me known to be the
1vuSv-yeJ' .l4-ssidoot of The Historical Society of Federal Way that executed the foregoing
instrument, and acknowledged the said instrument to be the free and voluntary act and
deed of said corporation, for the uses and purposes therein mentioned, and on oath stated
that ~ was authorized to execute said instrument and that the seal affixed, if any, is the
corp&<ate seal of said corporation.
GIVEN my hand and official seal this !1L ~ day of ~ '
2008
.. ~ 6. -<tae-tcIuJ
A.. &1/A.U>o~
(typed/printed name of notary)
Notary Public in and for the State of
Washington.
My commission expires /0 - 3c:> - /l)
11
EXHIBIT A
TO
LEASE AGREEMENT
Premises Area
Exhibit A
.............................................................
50
'Feet
Legend
. t.... .
Building ; ...: Property Line street
pavement. Sidewalk
Map Date: 512008
~ Scale:
N 0 25
,
~ Federal Way
This map Is accompanied by NO warranties.
12
EXHIBIT B
TO
LEASE AGREEMENT
Maintenance Schedule
Circuits to be used within the rated amperage. Extension cords
and space heaters to be used in accordance to current fire codes.
Maintain and repair all outlets, switches, lighting and service
anel.
Maintain all fixtures, sewer lines and waterlines. Protect interior
and exterior hose bibs from freezing.
Inspect fittings and test relief valve. Hot water heater thermostat
not to be set above 120 degrees F. to prevent scalding
Service per manufacturers recommendations. Entire system to
have a minimum of an annual full service. Maintain rust corrosion
inhibitor in the radiator lines.
Fire Extinguishers and . .
k d t t Test and servIce and replace battenes 2/year
smo e e ec ors
Electrical outlets
Electrical system
Plumbing system
Hot water heater
Heating system
Roof
Gutters
Sidewalks, entries
Pest control
Painting
Floor coverings
Landscape beds
Fire Codes
Exterior of building
GraffitiN andalism
Inspect and repair as needed.
Inspect, clean as needed
Keep clean and accessible
Inspect and control as needed
Protect and maintain interior and exterior walls, ceilings, interior
and exterior trim and all paint coatings from damage. Changing
of color must be approved by Park manager/supervisor
Protect and maintain all surfaces to keep clean and sanitized.
Landscape beds to be weed free and trees and shrubs pruned and
maintained properly around the building.
Maintain fire code requirements and correct any deficiencies that
may be identified from a Fire Dept inspection.
Keep vegetation off of building and clean exterior walls, brick,
windows etc..., to remove dirt, moss and to keep in good repair
Repair/restore to condition before incident
Exterior, including Pick up all litter and debris and dispose of in dumpster or
lawn area and sign bed recycling on site; includes emptying exterior garbage cans.
13
as needed
ongomg
ongomg
annual
annual
annual
annual
semi-annual
ongomg
ongomg
as needed
as needed
as needed
annual
ongomg
semi-annual
as needed
ongomg
EXHIBIT C
TO
LEASE AGREEMENT
The following is a list of the major building system improvements and maintenance items
from Paragraph 8 of this agreement that the City agrees to have completed prior to the
Society taking possession.
I. Electrical: Bring existing electrical up to code throughout the whole building,
including but not limited to anew service panel, surface mounted wire molding and a
dedicated outlet for a copier in the administrator's office (main floor, southwest comer
near east side of entrance door). New service panel will be able to accommodate a new
electrical boiler.
2. Roof: Tear off and replace with a 45-year architectural shingle. Gutters and
downspouts to be cleaned and/or repaired and painted if needed.
3. Replace all existing windows with double paned vinyl windows,
4. Replace the original oil boiler with a new energy efficient electrical boiler. City to
disconnect oil tank from the building and properly de-commission ofthe tank.
5. City to remove current vegetation off the building and clean exterior walls and brick.
6. City to trim trees and shrubs around building and over the roof. Landscaped beds to
be weed free.
7. Exterior walls, trim and porches to be repaired and painted.
8. City to replace existing hot water heater with new hot water heater. Existing water
heater is 18 years old. When installing new hot water heater, add dielectric nipples at top
oftank, seismic restraints around tank and secure to wall.
9. Before taking possession the City shall have the fire department do an inspection for
deficiencies. Any deficiencies identified, the City will correct before the Society takes
posseSSIOn.
10. City to appraise Society of existing pest control program and pest issues. City to
make repairs, before Society takes possession, as advised by pest management company
to eliminate any pests in the future in order to eliminate or manage the pest problem.
II. The City understands that the Society will be applying for a grant to offset part of the
Society's costs for above improvements. The Society will apply for said grant
immediately upon agreement of this lease agreement by the City and the Society. The
City agrees to perform the work on the roof and heat after the Society receives the grant
14
monies for the roof to be replaced. The City understands that 4Culture will not grant
monies for improvements after the improvements have been completed.
15
License Detail
Page 1 ofl
License Detail
Help us improve this online se
License Information:
Entity Name:
Firm Name:
License Type:
Entity Type:
UBI:
Status
HISTORICAL SOCIETY OF FEDERAL WAY
HISTORICAL SOCIETY OF FEDERAL WAY
Washington State Business
Nonprofit Corporation
601116929 Business ID:001 Location ID:0002
To check the status of this company, go to Secretary of State..
Location Address:
31850 7TH AVE SW
FEDERAL WAY, WA, 98023
Mailing Address:
PO BOX 25430
FEDERAL WAY, WA, 98093
View Additional Locations
Governing People:
GERALD KNUTZEN
Information Current as of 07/18/2008 4:31AM Pacific Time
[ New Search]
This site is limited to searching for business and professional licenses issued by the Departme
Licensing or through the Master License Service. You may wish to click on OTHER LICENSE:
check for information on licenses issued by other agencies.
Department of Licensl!:l9.-Home Privacy Policy Other Licenses Contact Us
Use of lists of individuals provided on this site for commercial purposes is prohibited under Ch
42.56 of the Revised Code of Washington.
https://fortress.wa.gov/dol! dolprod/bpdLicenseQuery /lqsLicenseDetail.aspx?SessID=4363... 7/18/2008