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HomeMy WebLinkAbout4200 Resolution - Facility Lease Agreement FCFD3RESOLUTION NO. 4200 A RESOLUTION OF THE CITY OF PASCO, WASHINGTON, AUTHORIZING THE CITY MANAGER TO SIGN AND EXECUTE THE FACILITY LEASE AGREEMENT WITH THE FRANKLIN COUNTY FIRE PROTECTION DISTRICT NO. 3 ("FCFD3") FOR REAL PROPERTY LOCATED AT 1208 ROAD 48, PASCO, WASHINGTON AND 4803 WEST OCTAVE STREET, PASCO, WASHINGTON ("FACILITY"). WHEREAS, the City of Pasco is the owner of real property, the Facility, and FCFD3 desires to lease the Facility property from the City of Pasco for use as a fire station to allow more efficient response to calls within the FCFD3 service area; and WHEREAS, pursuant to RCW 35A.11.010 as incorporated through 35A.13.230 the City of Pasco through its City Council has the authority to control leases of real property; and WHEREAS, City staff has been in negotiation with FCFD3 concerning the lease agreement and has reached a fair and reasonable agreement herein incorporated by this reference as Exhibit A; and WHEREAS, upon execution by the City Manager, the City Council's designee, this lease agreement will run with its term beginning on May 1, 2022 and ending five years thereafter. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PASCO, WASHINGTON: Section 1. That the City Council of the City of Pasco approves the terms and conditions of the Facility Lease Agreement with the FCFD3 for real property, the Facility, for the purpose of facilitating the site as a fire station for FCFD3 to allow more efficient response to calls within the FCFD service area; a copy of which is attached hereto and incorporated herein by reference as Exhibit A. Section 2. The City Manager of the City of Pasco, Washington, is hereby authorized, empowered, and directed to sign and execute said agreement on behalf of the City of Pasco. Be It Further Resolved, that this Resolution shall take effect immediately. Resolution — Facility Lease Agreement FCFD3 - 1 P D by the City Council of the City of Pasco, Washington this 5th day of July, 2022. B s Mayor ATTEST: Debra'Barham, CMC City Clerk Resolution — Facility Lease Agreement FCFD3 - 2 APPROVED AS TO FORM: cz =- Kerr Fer aw, PLLC City torneys FILED FOR RECORD AT REQUEST OF: City of Pasco WHEN RECORDED RETURN TO: City of Pasco, Washington 525 North 3rd Avenue Pasco WA 99301 FACILITY LEASE AGREEMENT THIS FACILITY LEASE AGREEMENT ("Agreement") is entered into this day of . 2022, between the City of Pasco, a Washington Municipal Corporation ("City") and Franklin County Fire Protection District No. 3 ("FCFD3"). WHEREAS, the City of Pasco is the owner of real property at 1208 Road 48, Pasco, Washington and 4803 W Octave Street, Pasco, Washington (hereinafter "Facility") and legally described as follows: and The East 135 feet of the North half of the Southeast quarter of the Northwest quarter of the Northwest quarter of Section 26, Township 9 North, Range 29 East W.M., EXCEPT the North 166 feet thereof, and EXCEPT South 30 feet thereof, and EXCEPT East 30 feet thereof. Assessor's Property Tax Parcel/Account Number: 119-541-078 The North half of the Southeast quarter of the Northwest quarter of the Northwest quarter of Section 26, Township 9 North, Range 29 East, W.M., Franklin County, Washington; EXCEPT the North 166 feet thereof; EXCEPT the West 421.94 feet thereof and EXCEPT the East 135 feet thereof. Assessor's Property Tax Parcel/Account Number 119-541-069 WHEREAS, FCFD3 desires to lease Facility from the City; and WHEREAS, pursuant to RCW 35A.11.010 as incorporated through 35A.12.190 the City of Pasco through its City Council has the authority to control leases of real property. Facility Lease Agreement City of Pasco/FCFD3 - 1 NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows: 1. Property, A. FCFD3 Space. City leases Facility to FCFD3. 2. Term. The term of this lease shall be for five (5) years starting on May 1, 2022. 3. Maintenance. FCFD3 hereby agrees to pay for maintenance costs for the Facility. This includes, but is not limited to, parts and labor for repair of mechanical, electrical, interior lighting (including replacement of ballasts, starters, and fluorescent tubes as required), plumbing, heating systems, ventilating and air conditioning systems (including replacement of filters recommended in equipment service manual); floor coverings; window coverings; inside and outside walls (including windows), sidewalks, exterior lighting; parking lot (including repair and restriping as required); drainage; landscaping and continuous satisfaction of all governmental requirements generally applicable to similar buildings in the area (example: fire, building, energy codes and requirements to provide an architecturally barrier -free premise for individuals with disabilities, etc.). 4. Facility Fee and Payment Schedule. As consideration for use of the Facility, FCFD3 agrees to pay to the City rent in the amount of $100.00 per month (to be billed and paid quarterly), from the effective date until terminated and any rental increase shall be mutually agreed upon in writing by the Parties. 5. Termination. Either party may terminate this Agreement with cause if the other party fails to abide by the terms and conditions of this agreement, provided that written notice must be given to the defaulting party allowing a period of thirty (30) days to cure any default. Either party may terminate this Agreement without cause, at any time during the term of this Agreement, by giving thirty (30) days prior written notice of its intent to terminate. 6. Renewal. This Agreement shall automatically renew at the end of each term for an additional five (5) years, unless thirty (30) days' notice is provided, prior to the date of automatic renewal, to the other of the noticing Party's intent not to renew the agreement. 7. Damage or Destruction. In the event the Facility is destroyed or damaged by fire, earthquake, or other casualty so as to render the premises totally unfit for occupancy, or the City neglects and/or refuses to restore said premises to their former condition, then FCFD3 may terminate this Agreement and City shall reimburse FCFD3 for any unearned rental fee that has been paid. In the event said premises are partially destroyed, the rental fee herein agreed to be paid shall be abated from the time or occurrence of such destruction or damage until the Facility Lease Agreement City of Pasco/FCFD3 - 2 premises are again restored to their former condition, and any rental fee paid by FCFD3 during the period of abatement shall be credited upon the next installment of the rental fee to be paid. It is understood that the terms "abated" and "abatement" mean a pro -rata reduction of area unsuitable for occupancy due to casualty loss in relation to the total use area. 8. Indemnification / Hold Harmless. FCFD3 shall defend, indemnify, and hold harmless the City, 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 FCFD3's use of Facility, or from the conduct of FCFD3's business, or from any activity, work or thing done, permitted, or suffered by FCFD3 in or about the Facility, excluding such injury or damage caused by the sole negligence of the City. It is further specifically and expressly understood that the indemnification provided herein constitutes the FCFD3's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated and agreed to by FCFD3 and City. The provisions of this section shall survive the expiration or termination of this Lease. 9. Insurance Term. The FCFD3 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 the FCFD3's operation and use of the leased Facility. 10. No Limitation. The FCFD3's maintenance of insurance as required by the Lease shall not be construed to limit the liability of the FCFD3 to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. 11. Minimum Scone of Insurance. The FCFD3 shall obtain insurance of the types and coverage described below: A. Commercial General Liability insurance shall be at least as broad as Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover premises and contractual liability. The City shall be named as an additional insured on FCFD3's Commercial General Liability insurance policy using ISO Additional Insured -Managers or Lessors of Premises Form CG 20 11 or a substitute endorsement providing at least as broad coverage. B. Property insurance shall be written on an all-risk basis. 12. Minimum Amounts of Insurance. The FCFD3 shall maintain the following insurance limits: A. Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate. Facility Lease Agreement City of Pasco/FCFD3 - 3 B. Property insurance shall be written covering the full value of FCFD3's property and improvements with no coinsurance provisions. 13. Other Insurance Provisions. The FCFD3's Commercial General Liability insurance policy or policies are to contain or be endorsed to contain that they shall be primary insurance as respect to the City. Any insurance, self-insurance, or self-insured pool coverage maintained by the City shall be excess of the FCFD3's insurance and shall not contribute with it. 14. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. 15. Verification of Coverage. The FCFD3 shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the FCFD3. 16. Waiver of Subrogation. FCFD3 and City hereby release and discharge each other from all claims, losses and liabilities arising from or caused by any hazard covered by property insurance on or in connection with the Facility. This release shall apply only to the extent that such claim, loss, or liability is covered by insurance. 17. City's Property Insurance. City shall purchase and maintain during the term of the Lease all-risk property insurance covering the Facility for its full replacement value without any coinsurance provisions. 18. Notice of Cancellation. The FCFD3 shall provide the City with written notice of any policy cancellation within two business days of their receipt of such notice. 19. Failure to Maintain Insurance. Failure on the part of the FCFD3 to maintain the insurance as required shall constitute a material breach of lease, upon which the City may, after giving five business days' notice to the FCFD3 to correct the breach, terminate the Lease or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand. 20. City Full Availability of FCFD3 Limits. If FCFD3 maintains higher insurance limits than the minimums shown above, the City shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the FCFD3, irrespective of whether such limits maintained by FCFD3 are greater than those required by this Lease or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by FCFD3. Facility Lease Agreement City of Pasco/FCFD3 - 4 21. Reimbursement for Damages to Premises. FCFD3 hereby agrees to reimburse the City for damages caused by the acts or negligence of its employees, volunteers, and agents. 22. Utilities. FCFD3 hereby agrees to pay the Facility utilities services, including but not limited to electric service, natural gas, water, sewer, and garbage. FCFD3 will reimburse the City for each bill incurred by the City for utility services for the Facility on a quarterly basis after receipt of billing from City. 23. Limitation of Agreement. This Agreement is entered into for the benefit of the parties to this Agreement only. The Agreement is not intended to confer any benefit on any other parties and therefore no other or third party shall be entitled to rely on the terms of this Agreement or anticipate receipt of any benefit as a result of the performance of this Agreement. 24. Alterations. No alterations to the Facility leased by FCFD3 shall be made by FCFD3 or its employees, volunteers or agents without the written permission of the City. 25. Notices. All notices, requests, demands and other communications required by this Agreement may be delivered by U.S. Mail, or electronic mail, at the addresses below, with receipt confirmed to the following respective addresses: City of Pasco 525 North 3rd Avenue Pasco, WA 99301 (zabelld@pasco-wa.gov) Franklin County Fire District 3 7809 North Road 36 Pasco, WA 99301 (mharris@fcfd3.org) 26. Assignment or Subletting. FCFD3 is prohibited from either assigning or subletting all or any portion of its leased space within the Facility during this Agreement and shall not permit the use of the Facility by anyone other than what is provided for under this Agreement. 27. Dispute Resolution. Except for the payment of rent or utilities, in the event of a dispute regarding the enforcement, breach or interpretation of this Agreement, the parties shall first meet in a good faith effort to resolve such dispute. In the event the dispute cannot be resolved by agreement of the parties, said dispute shall be resolved by arbitration pursuant to RCW 7.04A, as amended, and the Mandatory Arbitration Rules (MAR); venue shall be placed Facility Lease Agreement City of Pasco/FCFD3 - 5 in Franklin County, Washington, the laws of the State of Washington shall apply, and the prevailing party shall be entitled to its reasonable attorney fees and costs. 28. Amendment. No modification, termination or amendment of this Agreement may be made except by written agreement signed by both parties hereto. 29. Severability. In case any one or more of the provisions contained in this Agreement shall be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision has never been contained herein. 30. Governing Law. This Agreement and the rights of the parties hereto shall be governed by and construed in accordance with the laws of the State of Washington, and the parties agree that in any such action, venue shall lie exclusively in Franklin County, Washington. 31. Prohibition of Discrimination. FCFD3 shall not discriminate against any person in any manner on the grounds of race, creed, color, religion, national origin, sex, age, marital status, or the presence of any sensory, mental, or physical handicap, or any other status or condition now or hereafter protected by any state or federal law against discrimination. 32. Entire Agreement. The entire agreement between the parties hereto is contained in this Agreement, and this Agreement supersedes all of their previous understandings and agreements, written and oral, with respect to this transaction. This Agreement may be amended only by written instrument executed by the parties subsequent to the date hereof. This Agreement sets forth the entire understanding and agreement of the parties relating to the subject matter hereof. This Agreement shall be construed as a whole. The captions and headings herein are for convenience only and shall not be relied upon or used to interpret/construe this Agreement or any portion thereof. Each party signing this Agreement acknowledges that they participated in the drafting of this Agreement and, as such, this Agreement shall not be presumptively interpreted/construed in favor of nor against any particular party, but rather this Agreement shall be given an objectively fair and reasonable interpretation and construction in light of and in accordance with its express terms and provisions. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. Facility Lease Agreement City of Pasco/FCFD3 - 6 City of Pasco, Washington LIM Dave Zabell, City Manager STATE OF WASHINGTON) ss County of Franklin ) Franklin County Fire Protection District No. 3 am Todd Blackman, Commissioner On this day personally appeared before me Dave Zabell, City Manager of the City of Pasco, Washington, to be known to be the individual described in and who executed the within and foregoing instrument and acknowledged that he signed the same as his free and voluntary act and deed for the uses and purposes therein mentioned. GIVEN under my hand and official seal this day of 2022. NOTARY PUBLIC in and for the State of Washington Residing at: My Commission Expires: STATE OF WASHINGTON) ss County of Franklin ) On this day personally appeared before me , Franklin County Fire District No. 3 Commissioner, to be known to be the individual described in and who executed the within and foregoing instrument and acknowledged that he signed the same as his free and voluntary act and deed for the uses and purposes thein mentioned. GIVEN under my hand and official seal this day of , 2022. NOTARY PUBLIC in and for the State of Washington Residing at: My Commission Expires: Facility Lease Agreement City of Pasco/FCFD3 - 7