Loading...
HomeMy WebLinkAbout2023.08.28 Council Workshop Packet AGENDA City Council Workshop Meeting 7:00 PM - Monday, August 28, 2023 Pasco City Hall, Council Chambers & GoToWebinar Page 1. MEETING INSTRUCTIONS for REMOTE ACCESS - The Pasco City Council Workshops are broadcast live on PSC-TV Channel 191 on Charter/Spectrum Cable in Pasco and Richland and streamed at www.pasco-wa.gov/psctvlive and on the City’s Facebook page at www.facebook.com/cityofPasco. To listen to the meeting via phone, call (415) 655-0060 and use access code 307-404-066. 2. CALL TO ORDER 3. ROLL CALL (a) Pledge of Allegiance 4. VERBAL REPORTS FROM COUNCILMEMBERS 5. ITEMS FOR DISCUSSION 3 - 11 (a) Ordinance - Amending Pasco Municipal Code Section 25.180.050 Related to Corner Lot Fencing (CA2021-009) 12 - 41 (b) Ordinance - Ziply Fiber Franchise Agreement 42 - 53 (c) Resolution - Interlocal Agreement with Pasco School District for Joint Use of Facilities 54 - 62 (d) American Rescue Plan Act Updates 63 - 101 (e) Resolution - Northwest Baseball Ventures I, LLC (Tri-City Dust Devils) Lease Renewal at GESA Stadium 6. MISCELLANEOUS COUNCIL DISCUSSION Page 1 of 103 7. CLOSED SESSION (a) Discussion of Collective Bargaining Unit Negotiations per RCW 42.30.140(4)(a) (10 minutes) 8. EXECUTIVE SESSION 9. ADJOURNMENT 10. ADDITIONAL NOTES 102 - 103 (a) Adopted 2020-2021 Council Goals (Reference Only) (b) REMINDERS • Monday, August 28, 4:00 PM: Hanford Area Economic Investment Fund Advisory Committee Meeting – Ben Franklin Transit Main Conference Room (COUNCILMEMBER PETE SERRANO, Rep.) This meeting is broadcast live on PSC-TV Channel 191 on Charter/Spectrum Cable in Pasco and Richland and streamed at www.pasco-wa.gov/psctvlive. Audio equipment available for the hearing impaired; contact the Clerk for assistance. Servicio de intérprete puede estar disponible con aviso. Por favor avisa la Secretaria Municipal dos días antes para garantizar la disponibilidad. (Spanish language interpreter service may be provided upon request. Please provide two business day's notice to the City Clerk to ensure availability.) Page 2 of 103 AGENDA REPORT FOR: City Council August 17, 2022 TO: Adam Lincoln, City Manager City Council Workshop Meeting: 8/28/23 FROM: Jacob Gonzalez, Director Community & Economic Development SUBJECT: Ordinance - Amending Pasco Municipal Code Section 25.180.050 Related to Corner Lot Fencing (CA2021-009) I. REFERENCE(S): Draft Ordinance Exhibit A - Site Plan Fence Regulations II. ACTION REQUESTED OF COUNCIL / STAFF RECOMMENDATIONS: Discussion III. FISCAL IMPACT: N/A IV. HISTORY AND FACTS BRIEF: A proposal to amend the Pasco Municipal Code's (PMC) regulations for fences for residential development has been prepared by City staff. The proposal follows several discussions and presentations with the Pasco Planning Commission and City Council. The urgency associated with the proposal arises from the current strict interpretation and application of the existing regulations. The PMC stipulates that fencing within front yard areas may not exceed 6’ in height. When the fencing is proposed within the flanking street front yard area on corner lots the following applies: 1. When two contiguous corner lots, or two corner lots separated only by an alley right-of-way, form the entire frontage between parallel or nearly parallel streets, walls and hedges shall be limited to six feet within the front yard adjacent to the side street. 2. When then the front door of the adjacent home faces the side street all fences greater than 3.5’ in height must be set back to the building line of the dwelling. Page 3 of 103 Fences taller than 3.5' are allowed only if situation #1 requirements are met. Some lots fall under situation #2, limiting how far 6' fences can extend towards the frontage property line. The result has led to some properties not being afforded the same type of allowances as others, particularly, shorter fences, which has caused concerns for privacy and safety. While the PMC dictates the criteria for development, it also provides applicants with a variance process. The PMC Section 25.195.020 outlines both the process and criteria for variances. The variance process is open to any applicant, provided that any variance granted shall ensure that the adjustment (variance) does not constitute a grant of special privilege inconsistent with the limitations upon other properties in the vicinity and zoning in which the subject property is situated. Applications with variances are available online (https://www.pasco- wa.gov/455/Hearing-ExaminerVariance) and available at the Permit Counter at Pasco City Hall. A search of ordinances indicated that the current fence regulations have been in place since at least 1970. V. DISCUSSION: City staff have drafted an amendment to the current fence regulations that would aim for more flexibility in the location and height of a fence for existing homes and new developments. The proposal is summarized below, and attached to the staff report. The proposal would eliminate the requirement for a fence to be determined by the building line of a neighboring property. This removal of this requirement would address many of the historic concerns received by residents. A provision that takes into account the direction of the home is facing would remain. The staff proposal also recommends: • Increase the height allowed to 6' at the property line along the rear, and side yard; • Increase front yard height, allowing 3.5 feet and 1.5 feet of 85% transparent materials at the property line • Allow 6 feet of solid fence when set back 15 feet from the property line The above shall be permitted when fencing does not obstruct the sight distance requirements. The proposal will provide increased relief for applicants seeking fence permits. However, it is likely that may not fully satisfy all Pasco residents, but emphasizes the significance of developing practical regulations that can be effectively Page 4 of 103 implemented and enforced citywide. For those seeking additional relief, or with a special circumstance, the variance process will be available to pursue. Page 5 of 103 Ordinance – Amending PMC 25.180.050 - 1 ORDINANCE NO. ________ AN ORDINANCE OF THE CITY OF PASCO, WASHINGTON, AMENDING THE PASCO MUNICIPAL CODE SECTION 25.108.050 “DESIGN STANDARDS” RELATED TO CORNER LOT FENCING WHEREAS, the Landscaping and Screening chapter is intended to establish minimum standards for the provision of design, maintenance, and sight-obscuring methods within residential zoning districts; and WHEREAS, the existing fence regulations in the municipal code require revision to better address changing community needs and ensure public safety; and WHEREAS, there is a need to establish clear guidelines for fence heights and placement, taking into consideration the balance between property privacy and maintaining neighborhood cohesion; and WHEREAS, the proposed amendment updates the requirements for corner lot fencing within the City. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PASCO, WASHINGTON, DO ORDAIN AS FOLLOWS: Section 1. That Section 25.180.050 entitled “Design Standards” within the Landscaping and Screening Chapter of the Pasco Municipal Code shall be and hereby is amended and shall read as follows: 25.180.050 Design standards. (1) Fences, Walls and Hedges. (a) The height of fences, walls and hedges located between a structure and street or alley shall be measured from the street curb or alley grade except in those cases where topographical irregularities occur. The height of fences, walls and hedges between a structure and a common lot line shall be measured from the grade along the common lot line or top of any structural retaining wall occurring at the common lot line. (b) Fences and walls in commercial districts shall complement the materials used in any principal on-site structures. (c) The height of fences, walls and hedges shall be limited to 3.5 feet solid fencing. An additional 1.5 feet comprised of 85% transparent material is permitted for a maximum of 5 feet within the front yard area of residentially zoned lots, retail business and office zoned lots.; provided, when two contiguous corner lots, or two corner lots separated only by an alley right- Page 6 of 103 Ordinance – Amending PMC 25.180.050 - 2 of-way, form the entire frontage between parallel or nearly parallel streets, the height of fences, walls and hedges shall be limited to six feet within the front yard adjacent to the side street; except where the front door of a house faces the side street all fences greater than 3.5 feet in height must be set back to the building line of the house facing the side street. A 6-foot fence in the front yard next to the side street is permitted if the property is at a corner where two corner lots are next to each other or separated only by an alley. If the house's front door faces the side street, any fences taller than what's allowed in the front yard must be placed 15 feet away from the side street's property line. (d) The height of fences, walls and hedges within the side and rear yards of residentially zoned lots, retail business and office zoned lots shall be limited to six feet. A gate or opening with a minimum three foot width leading into at least one side yard shall be provided. (e) Fences shall not be constructed out of tires, pallets, bed springs, multi- colored materials, tarps, plastic sheets, corrugated sheet metal, except in industrial districts, wheel rims and similar or like materials not traditionally manufactured or used for fencing purposes. Hog wire, chicken wire, horseman wire mesh, v-mesh, field fence, woven field fence, welded utility fence, or any similar or like wire fencing material is not permitted in residential or commercial zones. Horseman wire mesh and the other wire fencing listed above may be permitted in suburban residential districts on tracts larger than one acre that are used for animal husbandry. Fences built with valid permits prior to the effective date of this chapter or fences on properties annexed to the City after the effective date of this chapter are exempt from this subsection. (f) Fences constructed of wrought iron with interspersed brick or block columns of up to five feet in height may be permitted within front yards in the R-S-20 and R-S-12 districts provided said fencing is 85 percent transparent. (g) Barbed and razor wire fencing is prohibited in all residential districts, in the office district and the central business district. Barbed wire may be permitted in suburban residential districts on tracts larger than one acre that are used for animal husbandry. In the C-1 retail business district only one strand of barbed wire is permitted along the top rail or within two inches of the top rail. (h) Electrified fences are not permitted in residential districts except as a secondary means of securing property where the electrified fence is located behind an existing fence or in suburban districts to contain permitted farm animals. Page 7 of 103 Ordinance – Amending PMC 25.180.050 - 3 (i) In all front yards, whether on properties with single, double, or triple frontage, rails, posts and other structural fence supports shall not be visible from a public street; except that posts and rails that are an integral part of the fence design and aesthetics and not used solely for structural support may be visible from a public street. (j) All fencing in commercial and industrial districts shall be placed on the inward side of any required perimeter landscaping, with landscape treatments occurring along the street frontage. (k) No fence, wall or hedge, landscape material or foliage higher than three feet above curb grade shall be located or planted within an area 20 feet along the property lines from the intersection of two streets, including the area between such points, or 15 feet from the intersection of a street and an alley; provided, however, that if an alternative fence material is used, such as masonry, wrought iron, wood, or combination thereof, then the fence must be 75 percent transparent and may be a maximum six feet in height; or a smaller, 75 percent transparent fence set upon a maximum three-foot wall or other structure not exceeding a combined height of six feet may be erected within said area of intersection of street and alley, so long as the fence is at all times unobstructed by foliage or other matter. (l) Fences constructed in any zoning district may be permitted at the back of sidewalks in public right-of-way upon approval of the City Engineer, except as provided in PMC 25.180.050(1)(j). (m) All residential fencing within the I-182 overlay district, as defined by PMC 25.130.020, adjacent to the I-182 right-of-way shall be constructed of masonry block. Replacement of pre-existing Surewood fences within the district shall use masonry block or cedar material prescribed by the City as prestained, knotless cedar 23/32-inch thick, five and one-half inches wide and six feet tall. (n) No fence or wall shall be erected without first obtaining a building permit from the Building Inspector. (2) Clearance Distances. Where a fire hydrant is located within a landscape area it shall be complemented by a minimum clearance radius of three feet; no tree, as measured from its center, shall be located within 10 feet of a street light standard, or within five feet of a driveway or a fire hydrant. (3) Commercial and Industrial Districts. (a) The first 10 feet of all commercial and industrial property abutting an arterial street and the first five feet of all commercial and industrial property abutting a local access street shall be treated with landscaping at the time Page 8 of 103 Ordinance – Amending PMC 25.180.050 - 4 the property is developed. No less than 65 percent of the landscaped area must be treated with live vegetation at the time of planting. (b) In addition to the requirements contained in this chapter and unless specified otherwise in Chapter 25.130 PMC, commercially and industrially zoned properties adjacent to properties in less intense zoning districts shall have a 10-foot landscape buffer on the side immediately adjacent to the less intense zoning district. The landscaped buffer shall meet the following standards: (i) Live vegetation within the landscape buffer shall be planted with a mix of evergreen and deciduous trees and shrubs interspersed throughout the landscape buffer. (ii) The live vegetation shall consist of 40 percent evergreen trees. (iii) Trees shall be provided at a minimum rate of one tree for every 20 linear feet of property line and spaced no more than 30 feet on center spacing along each property line, unless planted in groupings of three trees, with groupings spaced no more than 50 feet on center along each property line. (iv) Shrubs shall be provided at a minimum rate of one per eight linear feet of property line and spaced no more than 16 feet apart on center. (v) Parking lots located adjacent to properties in less intense zoning districts require 100 percent of the landscape buffer to be planted with live vegetation. (c) The area between property lines and the back edge of street curbs, within right-of-way and exclusive of sidewalks and driveways for ingress/egress, shall be treated with landscape materials. (4) Residential Districts. At least 50 percent of the required front yard area for all residential property, including right-of-way but excluding driveways, shall be treated with live vegetation. Planting strips shall be treated as per PMC 12.12.070; and (5) All areas of a lot or parcel not landscaped or covered with improvements shall be maintained in such a manner as to control erosion and dust. Gardens within established landscapes are excluded from this provision in residential districts. Front yard areas not covered by the required 50 percent live vegetation must be covered by mulches or decorative rock. [Ord. 4157 § 1, 2014; Ord. 4110 § 28, 2013; Ord. 3763 §10, 2006; Code 1970 § 25.75.050.] Page 9 of 103 Ordinance – Amending PMC 25.180.050 - 5 Section 2. Severability. If any section, subsection, sentence, clause, phrase or word of this Ordinance is held to be invalid or unconstitutional by a court of competent jurisdiction, such invalidity or unconstitutionality thereof shall not affect the validity or constitutionality of any other section, subsection, sentence, clause, phrase or word of this Ordinance. Section 3. Corrections. Upon approval by the city attorney, the city clerk or the code reviser are authorized to make necessary corrections to this Ordinance, including scrivener’s errors or clerical mistakes; reference to other local, state, or federal laws, rules, or regulations; or numbering or referencing of Ordinances or their sections and subsections. Section 4. This Ordinance shall take full force and effect five (5) days after approval, passage and publication as required by law. PASSED by the City Council of the City of Pasco, Washington, on this ____ day of ______________, 2023. _____________________________ Blanche Barajas Mayor ATTEST: APPROVED AS TO FORM: _____________________________ ___________________________ Debra Barham, CMC Kerr Ferguson Law, PLLC City Clerk City Attorneys Published: _________________________ Page 10 of 103 Page 11 of 103 AGENDA REPORT FOR: City Council August 23, 2023 TO: Adam Lincoln, City Manager City Council Workshop Meeting: 8/28/23 FROM: Eric Ferguson, City Attorney City Manager SUBJECT: Ordinance - Ziply Fiber Franchise Agreement I. REFERENCE(S): Ordinance/Franchise Agreement II. ACTION REQUESTED OF COUNCIL / STAFF RECOMMENDATIONS: Discussion III. FISCAL IMPACT: Undetermined IV. HISTORY AND FACTS BRIEF: For the past several months, the City of Pasco and Ziply Fiber, LLC (Ziply) have been involved in extensive negotiations for Ziply to be able to obtain a franchise agreement to allow them to place fiber-optic facilities in the City’s rights-of-way (ROW). After some initial discussion with the applicant, it became clear that Ziply intended to apply for a full franchise agreement for the use of the City’s ROW’s. Subsequently, an initial draft was forwarded to the appropriate departments for review. Due to the numerous challenges incurred with the implementation of fiber-optic facilities in both Kennewick and Richland, City staff felt it was imperative that the City maintain the ability to closely monitor implementation in Pasco to avoid issues with other services (e.g., irrigation, permitting, etc.). Multiple meetings over several months have taken place both internally with City staff, between legal counsels for the City and Ziply, and with the applicant’s staff and upper management, which included the CEO of Ziply, as well as the City Manager and the Mayor. Page 12 of 103 In short, while the negotiation process has been difficult at times, the proposed draft franchise agreement has been extensively drafted and reviewed to attempt to address potential issues with implementation of fiber-optic facilities in the City of Pasco and to meet the needs of the applicant to be able to provide their services to the residents of Pasco. Staff presented the initial proposed franchise agreement to Council at the July 24, 2023, Workshop and stated that there would be additional changes before coming back for final approval. The proposed changes are significant and staff wanted to return to a Workshop to answer any potential Council questions prior to coming back for final approval. V. DISCUSSION: Staff is recommending passage of the ordinance related to a non -exclusive franchise agreement Ziply Fiber for fiber optic cables within the public rights -of- way in the City of Pasco. Page 13 of 103 1 ORDINANCE NO. __________ AN ORDINANCE OF THE CITY OF PASCO A NON-EXCLUSIVE FRANCHISE TO CONSTRUCT, INSTALL, OPERATE, MAINTAIN, REPAIR, OR REMOVE FIBER OPTIC CABLES WITHIN THE PUBLIC WAYS OF THE CITY OF PASCO WHEREAS, RCW 35A.11.010 grants the City authority to regulate the use of the public rights-of-way, subject to applicable state and federal law; and WHEREAS, the Pasco City Council passed Pasco City Ordinance 1823 on August 3, 1976, adopting the classification of non-chartered code city for the City of Pasco; and WHEREAS, Article 11, section 11, of the Washington State Constitution provides that the City of Pasco may make and enforce within its limits all such local police, sanitary and other regulations as are not in conflict with general laws; and WHEREAS, the Pasco City Council, by section 35A,11.020 of the Revised Code of Washington, through section 35A.13.230 of the Revised Code of Washington, has any authority ever given to any class of municipality or to all municipalities of this state, and all powers possible for a city or town to have under the Constitution of this state, and not specifically denied to code cities by law, which may be exercised in regard to the regulation or use of public ways and property of all kinds and improvements thereto; and WHEREAS, the Pasco City Council enacted chapter 15.40 of the Pasco Municipal Code by ordinance 3287 on March 3, 1998 regulating the use of public ways and public property for placement of telecommunication facilities in public ways, and, providing in part that facilities must be located underground unless otherwise provided in a franchise or lease granted by the City; and WHEREAS, the Pasco City Council passed Ordinance 4414 on January 7, 2019 adopting amendments to its local telecommunications regulations in chapters 15.40, 15.60, 15.10.050 of the Pasco Municipal Code, and WHEREAS, Section 35A.47.040 of the Revised Code of Washington authorizes the City to grant, permit, and regulate non-exclusive franchises for the use of public ways; Page 14 of 103 2 WHEREAS, the Pasco City Council passed City Ordinance 4537 on June 7, 2021, adopting an updated comprehensive plan for the City of Pasco, including without limitation, policies requiring underground installation of new utility services, conversion of existing overhead systems to underground systems, coordination of utility projects, and minimization of negative impacts upon the character of the community, and policies recognizing, preserving and protecting Pasco's urban forest; and WHEREAS, franchisee has applied to the City of Pasco, Washington for non-exclusive franchise to enter, occupy, and use public ways to construct, install, operate, maintain, and repair fiber optic facilities to offer and provide telecommunications service for hire, sale, or resale in the City of Pasco; and WHEREAS, the 1934 Communications Act, as amended by the 1996 Telecommunications Act, 47 USC 151, et seq., relating to telecommunications providers recognizes and provides state and local government certain authority to manage the public rights-of-way and to require fair and reasonable compensation on a competitively neutral and nondiscriminatory basis; and WHEREAS, Washington's Telecommunications Services Act, 2000 Wash. Laws, chapter 83, as amended, RCW Ch. 35.99, relating to telecommunications providers recognizes and provides Washington cities authority to require franchises and use permits for constructing, installing, operating, maintaining, repairing, or removing telecommunication facilities in public rights -of-way; and WHEREAS, a franchise is a legislatively approved master permit granting general permission to a service provider to enter, use, and occupy the public ways for the purpose of locating facilities subject to requirements that a franchisee must also obtain separate use permits from the City for use of each and every specific location in the public ways in which the franchisee intends to construct, install, operate, maintain, repair or remove identified facilities; and WHEREAS, a franchise does not include, and is not a substitute for any other permit, agreement, or other authorization required by the City, including without limitation, permits required in connection with construction activities in public ways which must be administratively approved by the City after review of specific plans; and WHEREAS, the grant of a non-exclusive franchise under RCW 35A.47.040 shall not be adopted or passed by the City’s legislative body on the day of its introduction nor for five days thereafter, nor at any other than a regular meeting, Page 15 of 103 3 nor without first being submitted to the City attorney, an affirmative vote of at least a majority of the entire City Council and publication at least once in newspaper of general circulation; and WHEREAS, the City Council finds that the franchise terms and conditions contained in this ordinance are in the public interest; and NOW, THEREFORE, the City Council of Pasco, Washington does ordain as follows: Section 1: Definitions For the purposes of this Ordinance, the following terms, phrases, words, and their derivations will have the meanings given herein. When not inconsistent with the context, words used in the present tense include the future, words in the plural include the singular, and words in the singular include the plural. Words not defined will have the meaning ascribed to those words in the Pasco Municipal Code unless inconsistent herewith. "Cable Service" has the meaning set forth in, 47 U.S.C. § 522(6). "City" has the meaning set forth in PMC 15.10.020 "City Property" has the meaning set forth in PMC 15.10.020 "Conduit" means optical cable housing, jackets, or casing, and pipes, tubes, or tiles used for receiving and protecting wires, lines, cables, and communication and signal lines. "Costs" means costs, expenses, and other financial obligations of any kind whatsoever. “Days” means calendar days when the reference is to more than 10 Days, and business days when the reference is to 10 Days or less. "Effective Date" means five days following the publication of this franchise or a summary thereof occurs in an official newspaper of the City as provided by law. "Emergency" has the meaning set forth in PMC 15.10.020. "Existing" means in actual physical being upon the effective date of this franchise, or a repair or replacement of such physical being. "Facilities" means all of the plant, equipment, fixtures, appurtenances, and other Page 16 of 103 4 facilities necessary to furnish and deliver telecommunications services, including but not limited to poles with crossarms, poles without crossarms, wires, lines, conduits, cables, communication and signal lines and equipment, braces, guys, anchors, vaults, and all attachments, appurtenances, and appliances necessary or incidental to the distribution and use of telecommunications services. "Fiber Optics" has the meaning set forth in 15.10.020. "Franchisee" means Ziply Fiber Pacific, LLC dba Ziply Fiber and the lawful successor, transferee or assignee of said person subject to such conditions as defined herein. "Information" means knowledge or intelligence represented by any form of writing, signs, signals, pictures, sounds, or any other symbols. “Maintenance or Maintain” shall mean examining, testing, inspecting, repairing, maintaining and replacing the existing Franchisee Facilities or any part thereof as required and necessary for safe operation. "Municipal Arborist" means the City's director of parks and recreation, or such other person appointed by the Pasco City Manager to carry out the provisions of the Pasco Municipal Code. "Optical Cable" means wires, lines, cables and communication and signal lines used to convey communications by fiber optics. "Overhead Facilities" has the meaning set forth in PMC 15.10.020 “PMC” means the Pasco Municipal Code. "Person" has the meaning set forth in PMC 15.10.020 "Personal Wireless Services" means commercial mobile radio services as defined by federal laws and regulations. "Public Street" has the meaning set forth in PMC 15.10.020 "Public Way" has the meaning set forth in PMC 15.10.020. “Relocation” means permanent movement of Franchisee facilities required by the City, and not temporary or incidental movement of such facilities, or other Page 17 of 103 5 revisions Franchisee would accomplish and charge to third parties without regard to municipal request. "Relocation” also means to protect, support, temporarily disconnect, relocate, or remove facilities. “Right-of-Way” has the meaning set forth in PMC 15.10.020 . “Standards” means the Design and Construction Standards and Specifications for Public Works Improvements, latest edition at the time of submission of each right -of-way permit associated with this franchise agreement. "Street Tree" means any tree located in, or that portion over -hanging, any public way and any tree planted on private property near a public way at the direction of the City. "Telecommunications Service" has the meaning set forth in 47 U.S.C. Section 153(53). "State" means the State of Washington, its agencies, departments, and governmental subdivisions, and all agencies, departments, and divisions of its agencies, departments, and governmental subdivisions. "Underground Facilities" has the meaning set forth in PMC 15.10.020 "Utility Poles" has the meaning set forth in PMC 15.10.020. Section 2: Franchise A. The City grants to franchisee, subject to the terms and conditions of this franchise, a non-exclusive franchise to enter, occupy, and use public ways for constructing, installing, operating, maintaining, repairing, and removing wireline facilities necessary to provide telecommunications services , property located within the corporate boundaries of the City of Pasco, as specified in Exhibit “A,” attached hereto and incorporated by reference (the “Franchise Area”) provided that the Franchise Area shall be expanded to include territory annexed into the City of Pasco during the term hereof, and as approved under City permits issued pursuant to this franchise (hereinafter “Franchise”). Except as expressly provided otherwise in this franchise, Franchisee shall construct, install, operate, maintain, repair , and remove its facilities at its expense. Page 18 of 103 6 B. The Franchisee agrees that its use of Franchise Area shall at all times be subordinated to and subject to the City and the public’s need for municipal infrastructure, travel, and access to the Franchise Area, except as may be otherwise required by law. C. The Franchisee shall reimburse the City for all costs of one publicatio n of this franchise in a local newspaper and required legal notices regarding this franchise, contemporaneous with its acceptance of this franchise. D. As set forth PMC 15.30.010, Franchisee must first obtain a right-of-way use permit in the event it desires to occupy Public Ways. shall relieve Franchisee from the requirement for obtaining permits as more fully set forth in Section 12 below. E. Nothing in this franchise grants authority to Franchisee to enter, occupy, or use public ways for constructing, installing, operating, maintaining, repairing or removing wireless communication facilities. F. Nothing in this Franchise grants authority to Franchisee to enter, occupy, or use City Property. If Franchisee desires to use City Property, including poles and structures within the public ways it shall negotiate a separate lease or license agreement with the City. G. Any rights, privileges, and authority granted to Franchisee under this Franchise are subject to the legitimate rights of the police power of the City to adopt and enforce general ordinances necessary to protect the safety and welfare of the public, and nothing in this franchise excuses Franchisee from its obligation to comply with all applicable general laws enacted by the City pursuant to such power. Any conflict between the terms or conditions of this franchise and any other present or future exercise of the City's police powers will be resolved in favor of the exercise of the City's police power. H. Nothing in this Franchise excuses Franchisee of its obligation to comply with applicable codes, rules, regulations, and standards subject to verification by the City of such compliance. I. Nothing in this Franchise shall be construed to limit taxing authority or other lawful authority to impose charges or fees, or to excuse franchisee of any obligation to pay lawfully imposed taxes, charges or fees. J. Nothing in this Franchise grants authority to Franchisee to impair or Page 19 of 103 7 damage any City Property, Public Way, other ways or other property, whether publicly or privately owned, except as provided herein. K. Nothing in this Franchise grants authority to Franchisee to alter the City's urban forest to accommodate Franchisee's Facilities, and nothing in this Franchise shall be construed to give Franchisee's Facilities priority of use of public ways over the preservation and protection of the City's urban forest. L. Nothing in this Franchise shall be construed to create a duty upon the City to be responsible for construction of facilities or to modify public ways to accommodate Franchisee's Facilities. M. Nothing in this Franchise grants authority to Franchisee to provide or offer Cable Service. N. Nothing in this Franchise grants authority to Franchisee to provide or offer personal wireless services to the general public. O. Nothing in this Franchise shall be construed to create, expand, or extend any liability of the City to any third-party user of Franchisee's Facilities or to otherwise recognize or create third party beneficiaries to this Franchise. P. Nothing in this franchise shall be construed to permit Franchisee to unlawfully enter or construct improvements upon the property or premises of another. R. Nothing in this Franchise authorizes Franchisee to enter or construct improvements on, in, under, over, across, or within any private property of any third party without that party's permission. Section 3: Term A. Authorization granted under this franchise shall be for a period of ten (10) years from the effective date of this franchise. B. Renewal. Franchisee may renew this Franchise pursuant to PMC 15.020.070(1). C. Failure to Renew Franchise – Automatic Extension. If the parties fail to formally renew this Franchise prior to the expiration of its term, the Franchise automatically continues month to month until renewed or until either party gives written notice at least one hundred eighty (180) days in advance of its intent not to renew the Page 20 of 103 8 Franchise to the other party. Section 4: Location of facilities A. Franchisee may place optical cable, optical cable housing, and splicing connections on Existing utility poles as overhead facilities if approved by the owner of the utility poles pursuant to PMC 15.70.110 B. Franchisee's Facilities shall not damage or impair the City's urban forest. Franchisee shall not place optical cable, optical cable housing, or splicing connections as overhead facilities in any area where the municipal arborist of the City determines, in his or her sole discretion, that the facilities will damage or impair a street tree. C. Franchisee's facilities shall not unreasonably interfere with the use of public ways or City property by the City, the general public, or other persons authorized to enter, occupy, or use public ways or City property as set forth in PMC 15.70.160. D. Franchisee shall not impair or damage any City property, public way, other ways or other property, whether publicly or privately owned. E. Relocation or removal of Franchisee’s facilities shall be governed by PMC 15.70.180. 1. Where the construction, alteration, repair or improvement of a Public Way is primarily for private benefit, the Franchisee may seek reimbursement from the private party or parties for the cost of relocation in the same proportion as their contribution to the costs of the project; provided, however, in no event shall the City be considered a private party for purposes of seeking reimbursement under this section. Franchisee may require a deposit or other pre -payment of costs before doing any work on a project covered by this section. 2. Where other utilities are present and involved in an undergrounding project and Franchisee is required to pay for such undergrounding , Franchisee shall only be required to pay its fair share of common costs borne by all utilities, in addition to the costs specifically attributable to the undergrounding of Franchisee Facilities. Common costs shall include necessary costs for common trenching and utility vaults. Fair share shall be determined in comparison to the total number and size of all other utility facilities being undergrounded. Page 21 of 103 9 F. Franchisee shall relocate its facilities at its expense at the request of the City in the event of an unforeseen emergency, or causes interference with public facilities as described in Section 2(D) that creates an immediate threat to the public safety, health or welfare. Section 5: Pole, structures and property owned by others Franchisee will obtain separate agreements from owners of utility poles, structures and property not owned by the City. The City makes no representation and assumes no responsibility for the availability of utility poles, structures, and property owned by third parties for the installation of Franchisee’s facilities. Section 6: Construction and installation requirements A. Neither approval of plans by the City nor any action or inaction by the City shall relieve Franchisee of any duty, obligation, or responsibility for the competent design, construction, and installation of its Facilities. Franchisee is solely responsible for the supervision, condition, and quality of the work done, whether it is performed by itself or by its contractors, agents, or assigns. B. The Franchisee shall provide the City at least 72-hours’ notice of its intent to work in the public right-of-way and, for permits relating to underground work, shall indicate the issued permit for the work planned to be performed. C. Working Hours. All work related to this franchise agreement (with the exception of emergency repairs described in this agreement) performed by the Franchisee shall only occur Monday through Saturday and no work will be performed on Sunday’s or holidays recognized by the City of Pasco unless otherwise agreed by the City. Such restriction shall not apply to any service drops used in connecting subscribers to Franchisee’s Facilities. D. Dangerous Conditions. Franchisee shall comply with PMC 15.70.280. E. Utility Locates. Franchisee shall comply with PMC 15.70.080. F. Qualified, Informed Personnel. The Franchisee shall have qualified, informed personnel onsite anytime construction is occurring that are familiar with the permit requirements, and the City requirements for construction. F. Licensed, Bonded Contractors. All work performed by the Franchisee shall be performed by licensed, bonded Contractors who have a business license allowing Page 22 of 103 10 them to work within the City of Pasco. G. Contractor named on Right-of-Way Permit. The Franchisee shall specifically name the Contractor who will be performing work on the right -of-way permit application. If the Franchisee desires to switch to using another contractor on an open right-of-way permit, the Franchisee shall so notify the City. H. Sidewalk Safety. At times, weather is not conducive to concrete placement, which can delay surface restoration work if concrete sidewalk panels or curb ramps were removed as part of a construction project. When this occurs, the Franchisee shall use either 5/8 crushed rock or cold patch asphalt (temporary surface type is at the discretion of the City) to maintain a safe, ADA accessible walking surface until the site can be adequately restored. I. Local Emergency Contact. The Franchisee shall at all times maintain a emergency contact at its Network Operations Center who can be contacted by the City if there is an emergency, or an issue with lack of compliance with the terms of this franchise agreement. This emergency contact shall be available as needed 7 days a week, 24 hours a day. Section 7: Coordination of construction and installation activities and other work A. Franchisee shall coordinate its construction and installation activities and other work with the city and other users of the public ways at least annually or as determined by the City. B. All construction or installation locations, activities and schedules shall be coordinated, as ordered by the City, to minimize public inconvenience, disruption or damages. C. At least twenty-four prior notice to entering a public way to perform construction and installation activities or other work, Franchisee shall give notice, at its cost, to owners and occupiers of property adjacent to such public ways indicating the nature and location of the work to be performed. Such notice shall be physically posted by door hanger. Franchisee shall make a good faith effort to comply with the property owner or occupier's preferences, if any, on location or placement of underground facilities, consistent with sound engineering practices. D. Franchisee shall make available open trenches for use by third party utilities with the costs to be allocated as agreed between the parties provided that Page 23 of 103 11 such third party has a similar obligation with respect to Franchisee. E. The City shall give reasonable advance notice to Franchisee of plans to open Public Ways for construction or installation of Facilities and Franchisee afforded the opportunity to install facilities in the applicable location , when possible; provided, however, the City shall not be liable for damages for failure to provide such notice. When notice has been given, Franchisee may provide notice to City of its intent to construct in the open Public Way and provide information regarding its requirements for such constructions. If so elected, Franchisee may may only construct or install facilities during such period that the City has opened the Public Way for construction or installation. F. Emergency Operations. Franchisee shall comply with PMC 15.70.250. Section 8: Temporary removal, adjustment or alteration of facilities See Section 4 above. Section 9: Safety and maintenance requirements Franchisee shall comply with PMC 15.70.280. Section 10: Abandonment of Facilities PMC 15.70.260(1) shall govern the abandonment of facilities. Section 11: Restoration of public ways and other property A. When Franchisee, or any person acting on its behalf, does any work in or affecting any Public Way or other property, it shall, at its own expense, promptly remove any obstructions therefrom and restore, at Franchisee's cost, such ways and property to as good a condition as existed before the work was undertaken, unless otherwise directed by the City. Upon completion of any construction by the Franchisee, the site of construction shall be restored in accordance with all the requirements in the PMCs and the City’s Standards, including but not limited PMC 15.70.270. B. If weather or other conditions do not permit the complete restoration required by this section; the Franchisee shall temporarily restore the affected ways or property. Such temporary restoration shall be at the franchisee's cost, and franchisee lessee shall promptly undertake and complete the required Page 24 of 103 12 permanent restoration when the weather or other conditions no longer prevent such permanent restoration. C. All restoration work is subject to inspection and final approval by the City. If restoration is not made to the satisfaction of the City within the established time frame, the City may make the restoration itself at the cost of franchisee or have them made at the cost of franchisee. Section 12: Use and/or development authorization and permits A. Franchisee shall obtain use and/or development authorization and required permits from the City and all other appropriate regulatory authorities prior to constructing or installing facilities or performing other work in a public way. The City must act on applications for use and/or development authorization or required permits within thirty (30) days of receipt of a completed application, unless Franchisee consents to a different time period . The City may, upon notice to Franchisee, extend this period to ensure that the City has adequate resources available to provide the necessary inspection work. B. A permit may require the posting of a construction bond. Any such requirement and amount of the bond is set forth in City code. Section 13: Hold harmless and assumption of risk The Franchisee agrees to be bound by the provisions of PMC 15.70.290(2) which are hereby incorporated into this Franchise. Section 14: Insurance. Franchisee shall obtain and maintain, at its cost, worker's compensation insurance and the following liability insurance policies insuring both franchisee and the City, and its elected and appointed officers, officials, agents, employees, representatives, engineers, consultants, and volunteers as an additional insureds against claims for injuries to persons or damages to property which may arise from or in connection with the exercise of the rights, privileges, and authority granted to franchisee: A. Commercial General Liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop gap liability, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an Page 25 of 103 13 insured contract. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. The City shall be named as an additional insured under the Franchisee's Commercial General Liability insurance policy with respect this Franchise Agreement using ISO endorsement CG 20 12 05 09 if the franchise agreement is considered a master permit, or CG 20 26 07 04 if it is not, or substitute endorsement providing at least as broad coverage. Commercial General Liability insurance shall be written with limits no less than $5,000,000 each occurrence, $5,000,000 general aggregate. B. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO) form CA 00 01. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $5,000,000 per accident. C. Contractors Pollution Liability insurance shall be in effect throughout the entire Franchise Agreement covering losses caused by pollution conditions that arise from the operations of the franchisee. Contractors Pollution Liability shall cover bodily injury, property damage, cleanup costs and defense, including costs and expenses incurred in the investigation, defense, or settlement of claims. Contractors Pollution Liability insurance shall be written in an amount of at least $2,000,000 per loss, with an annual aggregate of at least $2,000,000. D. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. E. Excess or Umbrella Liability insurance shall be excess over and at least as broad in coverage as the franchisee's Commercial General Liability and Automobile Liability insurance. Excess or Umbrella Liability insurance shall be written with limits of not less than $5,000,000 per occurrence and annual aggregate. The Excess or Umbrella Liability requirement and limits may be satisfied instead through franchisee's Commercial General Liability and Automobile Liability insurance, or any combination thereof that achieves the overall required limits. F. Other Insurance Provisions. Franchisee's Commercial General Liability, Automobile Liability, Excess or Umbrella Liability, Contractors Pollution Liability insurance policy or policies are to contain, or be endorsed to contain, that they Page 26 of 103 14 shall be primary insurance as respect the City. Any insurance, self-insurance, or self-insured pool coverage maintained by the City shall be excess of the franchisee's insurance and shall not contribute with it. G. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: Vil. H. Verification of Coverage. The franchisee 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 franchise. Upon request by the City, the franchisee shall furnish certified copies of all required insurance policies, including endorsements, required in this franchise and evidence of all subcontractors' coverage. I. Subcontractors. The franchisee shall cause each and every Subcontractor to provide insurance coverage that complies with all applicable requirements of the franchisee-provided insurance as set forth herein, except the franchisee shall have sole responsibility for determining the limits of coverage required to be obtained by Subcontractors. The franchisee shall ensure that the City is an additional insured on each and every Subcontractor's Commercial General liability insurance policy using an endorsement as least as broad as ISO CG 2026. J. Cancellation. The Franchisee’s insurance cannot be terminated by the Franchisee except after thirty (30) days’ prior written notice to the City by certified mail, return receipt requested, has been given to the City. K. Failure to Maintain Insurance. Failure on the part of the franchisee to maintain the insurance as required shall constitute a material breach of this franchise, upon which the City may, after giving five business days' notice to the franchisee to correct the breach, terminate the franchise 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. L. City Full Availability of Franchisee Limits. If the franchisee 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 franchisee, irrespective of whether such limits maintained by the franchisee are greater than those required by this franchise or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the franchisee. M. Franchisee - Self-Insurance. If the franchisee is self-insured or becomes Page 27 of 103 15 self-insured during the term of the Franchise Agreement, franchisee or its affiliated parent entity shall comply with the following: (i) provide the City, upon request, a copy of franchisee's or its parent company's most recent audited financial statements, if such financial statements are not otherwise publicly available; (ii) franchisee or its parent company is responsible for all payments within the self-insured retention; and (iii) franchisee assumes all defense and indemnity obligations as outlined in the indemnification section of this franchise agreement. N. Primary Insurance. The Franchisee’s insurance coverage shall be primary insurance as respects the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be in excess of the Franchisee’s insurance and shall not contribute with it. O. Coverage Scope. The coverage shall contain no special imitations on the scope of protection afforded to the City, its officers, officials, or employees. In addition, the insurance policy shall contain a clause stating that coverage shal l apply separately to each insured against who se claim is made or suit is brought, except with respect to the limits of the insurer’s liability. Franchisee’s insurance shall be primary. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be in excess of the Franchisee’s insurance, and shall not contribute with it. Coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in limits for the duration of this franchise agreement. Section 15: Performance Bond. A. Franchisee shall provide a performance bond in the amount of fifty thousand dollars ($50,000) to ensure the faithful performance of its responsibilities under this Franchise and applicable law, including, by way of example and not li mitation, its obligations to relocate and remove its facilities. The performance bond shall be in a standard industry form. Grantee shall pay all premiums or costs associated with maintaining the bond, and shall keep the same in full force and effect at all times. B. The bond shall not be canceled or materially altered so as to be out of compliance with the requirements of this Section without forty-five (45) days written notice first being given to the City. If the bond is canceled or materially altered so as to be out of compliance with the requirements of this Section within the term of this Franchise, Franchisee shall provide a replacement bond. C. After the giving of notice by the City to Franchisee, and expiration of any applicable cure period, the performance bond may be drawn upon by the City for purposes that include, but are not limited to the following: Page 28 of 103 16 a. Failure of Franchisee to pay the City sums due under the terms of this Franchise; b. Reimbursement of costs borne by the City to correct Franchise violations not corrected by Franchisee; and c. Damages assessed against Franchisee as provided in this Franchise. D. The City shall give Franchisee written notice of any withdrawal under this Section upon such withdrawal. Within ten (l0) days following receipt of such notice, Franchisee shall restore and replenish the performance bond to the amount required under this Franchise. Franchisee’s maintenance of the performance bond shall not be construed to excuse unfaithful performance by Franchisee or limit the liability of Franchisee to the amount of the performance bond or otherwise limit the City’s recourse to any other remedy available at law or in equity. E. Franchisee shall have the right to appeal to the City Commission for reimbursement in the event Franchisee believes that the performance bond was drawn upon improperly. After a determination by the City Commission, Franchisee shall also have the right of judicial appeal if Franchisee believes the performance bond has not been properly drawn upon in accordance with this Franchise. Any funds the City erroneously or wrongfully withdraws from the performance bond shall be returned to Franchisee with interest, from the date of withdrawal at a rate equal to the prime rate of interest as quoted in The Wall Street Journal on the date the City withdrew funds from the performance bond until the date the City returns the funds to Franchisee. Section 16: Taxes, charges, and fees. A. Franchisee shall pay and be responsible for taxes permitted by law. B. In the event that Franchise provides Cable Services within the City, Franchisee shall pay a franchise fee with respect to such Cable Services in accordance with chapter 5.45 of the Pasco Municipal Code. C. In addition to penalties and other remedies for which franchisee may be subjected, the City reserves the right to impose site-specific charges for placement or use of structures used to provide personal wireless services. Unless otherwise agreed by the parties, such charges shall be an amount equal to at least one hundred percent (l 00%) of the costs of construction or installation of such structures. Page 29 of 103 17 Section 17: Acquisition of facilities. Upon Franchisee's acquisition of any facilities in the Public Way, or upon any addition or annexation to the City of any area in which franchisee has facilities, such facilities shall immediately be subject to the terms of this franchise without further action of the City or Franchisee. Section 18: Vacation of public ways The City reserves the right to change, regrade, relocate, abandon, or vacate any right-of-way within the Franchise Area. If, at any time during the term of this Franchise, the City vacates any portion of the Franchise Area containing Franchisee Facilities , the City shall reserve an easement for public utilities within that vacated portion, pursuant to RCW 35.79.030 and PMC 12.40, within which the Franchisee may continue to operate any existing Franchisee Facilities under the terms of this Franchise for the remaining period set forth under Section 3. Section 19: Provision of Information Within thirty (30) days of a written request from the City, franchisee shall furnish the City with information reasonably request e d by the City to coordinate municipal functions with Franchisee’s activities, to fulfill municipal obligations under state law or to demonstrate compliance with terms of this Franchise. A. The documents and records maintained by franchisee and requested by the City shall be made available to the City at reasonable times and intervals; provided, however, that nothing in this section shall be construed to require Franchisee to violate state or federal law regarding subscriber privacy, nor shall this section be construed to require Franchisee to disclose proprietary or confidential information without adequate safeguards for its confidential or proprietary nature. B. Franchisee shall reasonably cooperate in City’s planning efforts, including working with the City in its development of its Comprehensive Plan Utilities Element. The cooperation may include: a. An annual meeting or communications outlining the plans of Franchisee Page 30 of 103 18 and the City for the Public Ways during the upcoming year b. Coordination of construction activities with the City and other franchisees c. Planning and implementation of emergency response procedures C. In connection with information requests mentioned above, the City may request as- built drawings of Franchisee’s Facilities and maps showing the location of existing or planned facilities within the City. Said information may be requested either in hard copy or electronic format, in a format used by Franchisee in the ma intenance of its own records. D. Confidentiality. Information provided by Franchisee to the City shall be considered confidential and proprietary to Franchisee. If the County receives a request under the Washington State Public Records Act to inspect or copy the information provided by Franchisee and the City determines that release of the information is required by the Public Records Act the City notify Franchisee (a) of the request and (b) of the date that such information will be released to the reque ster unless Franchisee initiates a proceeding to enjoin that disclosure pursuant to the Public Records Act. Section 20: Assignment or Transfer Franchisee's rights, privileges, and authority under this franchise, and ownership or working control of facilities constructed or installed pursuant to this franchise, may not, directly or indirectly, be transferred, assigned or disposed of by sale, lease, merger, consolidation or other act of franchisee, by operation of law or otherwise, except after consent by the City, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, no City consent shall be required in the event that this Franchise is, directly or indirectly, transferred assigned or disposed by sale, lease, merger consolidation of other act of Franchisee, by operation of law or otherwise, in connection with any transaction approved by the Washington Utilities and Transportation Commission, such approval to be deemed consent of the City. Except as set forth above, PMC 15.70.320 shall apply to this Franchise. Section 21: Notices. A. Written notices to the parties shall be sent by certified mail to the following addresses, unless a different address shall be designated in writing and delivered to the other party. Page 31 of 103 19 City: City of Pasco Community and Economic Development 525 N. 3rd Avenue Pasco, WA 99301 (509) 545-3441 with a copy to: Pasco City Clerk 525 N. 3rd Avenue Pasco, WA 99301 Franchisee: Ziply Fiber Pacific, LLC Attn: Legal Department 135 Lake Street South, Suite 155 Kirkland, WA 98033 legal@ziply.com [add phone] Franchisee’s Local Contact for Emergency Situations or Franchise compliance issues requiring immediate attention: Ziply Fiber Pacific, LLC [address] [e-mail] [office phone] [cell phone for after hours contact if needed] B. Franchisee shall additionally provide a phone number and designated responsible officials to respond to emergencies. After being notified of an emergency, franchisee shall cooperate with the City and make best efforts to immediately respond to minimize damage, protect the health safety of the public and repair facilities to restore them to proper working order. Annually, on request of the City, franchisee will meet with City emergency response personnel to coordinate emergency management operations and , at least once a year, at the Page 32 of 103 20 request of the City, actively participate in emergency preparations. C. Any changes to the above-stated Franchisee information shall be sent to the City’s Director of Community & Economic Development Department, with copies to the City Clerk, referencing the title of this agreement. D. The above-stated Franchisee and City telephone numbers shall be staffed at least during normal business hours, Pacific time zone. Section 22: Non-waiver The failure of the City to exercise any rights or remedies under this Franchise or to insist upon compliance with any terms or conditions of this Ffranchise shall not be a waiver of any such rights, remedies, terms or conditions of this Franchise by the City and shall not prevent the City from demanding compliance with such terms or conditions at any future time or pursuing its rights or remedies. Section 23: Eminent domain This Franchise is subject to the power of eminent domain and the right of the City Council or the people acting for themselves through the initiative or referendum to repeal, amend or modify the franchise in the interest of the public. In any proceeding under eminent domain, the franchise itself shall have no value. Section 24: Limitation of liability Administration of this Franchise may not be construed to create the basis for any liability on the part of the City, its elected officials, officers, employees, servant, agents, and representatives for any injury or damage from the failure of the Franchisee to comply with the provisions of this Franchise; by reason of any plan, schedule or specification review, inspection, notice and order, permission, or other approval or consent by the City; for any action or inaction thereof authorized or done in connection with the implementation or enforcement of this Franchise by the City; or for the accuracy of plans submitted to the City. Section 25: Damage to facilities Unless directly and proximately caused by the negligence of the City, the City shall not be liable for any damage to or loss of any facilities as a result of or in connection with any public works, public improvements, construction, excavation, grading, filling, or work of any kind on, in, under, over, across, or within a public way done by or on behalf of the City. Page 33 of 103 21 Section 26: Governing law and venue This franchise and use of the applicable public ways will be governed by the laws of the State of Washington, unless preempted by federal law. Franchisee agrees to be bound by the laws of the State of Washington, unless preempted by federal law, and subjected to the jurisdiction of the Courts of the State of Washington. Any action relating to this Franchise must be brought in the Superior Court of Washington for Franklin County, or in the case of a federal action, the United States District Court for the Eastern District of Washington at Richland, Washington, unless an administrative agency has primary jurisdiction. Section 27: Severability If any section, sentence, clause or phrase of this franchise or its application to any person or entity should be held to be invalid or unconstitutional by a court of competent jurisdiction, such invalidity or unconstitutionality will not affect the validity or constitutionality of any other section, sentence, clause or phrase of this franchise nor its application to any other person or entity. Section 28: Repair and Emergency Work The terms of PMC 15.70.250 is hereby incorporated into this Franchise. Section 29: Location Preference A. Any structure, equipment, appurtenance, or tangible property of a utility, other than the Franchisee’s, which was installed, constructed, completed, in place, or planned for installation prior in time to Franchisee’s application for a permit to construct or repair Franchisee Facilities under this Franchise shall have preference as to positioning and location with respect to the Franchisee Facilities. The City reserves the right to deny of any of the Franchisee’s facilities that may possibly interfere with possible future installation of City utilities. However, to the extent that the Franchisee Facilities are completed and installed prior to another non-City utility’s submittal of a permit for new or additional structures, equipment, appurtenances, or tangible property, then the Franchisee Facilities shall have priority. All City utility and road infrastructure, whether existing or future shall have priority over the Franchisee’s. These rules governing preference shall continue in the event of the necessity of relocating or changing the grade of any City road or right-of-way. A relocating utility shall not necessitate the relocation of another utility that otherwise would not require relocation. This Section shall not apply to utilities that may in the future require Page 34 of 103 22 the relocation of Franchisee Facilities. Such relocations shall be governed by Section 4. B. Franchisee shall comply with PMC 15.70.110. Section 30: Enforcement and Remedies The terms of PMC 15.090.010-050 is hereby incorporated into this Franchise. Section 31: Compliance with Laws and Regulations A. This Franchise is subject to, and the Franchisee shall comply with all applicable federal and state or City laws, regulations and policies (including all applicable elements of the City's comprehensive plan), in conformance with federal laws and regulations, affecting performance under this Franchise. Furthermore, notwithstanding any other terms of this agreement appearing to the co ntrary, the Franchisee shall be subject to the police power of the City to adopt and enforce general ordinances necessary to protect the safety and welfare of the general public in relation to the rights granted in the Franchise Area. Section 32: Consequential Damages Limitation Notwithstanding any other provision of this Agreement, in no event shall the City or other utility providers (with the exception of the Franchisee) be liable for any special, incidental, indirect, punitive, reliance, consequential or similar damages. Section 33: Survival. All the provisions, conditions and requirements of this agreement shall be in addition to any and all other obligations and liabilities the Franchisee may have to the City at common law, by statute, or by contract, and shall survive the City’s Franchise to the Franchisee for the use of the areas mentioned herein, and any renewals or extensions thereof. All the provisions, conditions, regulations, and requirements contained in this Franchise Ordinance shall further be binding upon the heirs, successors, executors, administrators, legal representatives and assigns of the Franchisee and all privileges, as well as all obligations and liabilities of the Franchisee shall inure to its heirs, successors and assigns equally as if they were specifically mentioned wherever the Franchisee is named herein. Section 34: Miscellaneous. A. Equal Employment and Nondiscrimination. Throughout the term of this Page 35 of 103 23 franchise, franchisee will fully comply with all equal employment and nondiscrimination provisions and requirements of federal, state, and local laws, and in particular, FCC rules and regulations relating thereto. B. Local Employment Efforts. Franchisee will use reasonable efforts to utilize qualified local contractors, including minority business enterprises and woman business enterprises, whenever the Franchisee employs contractors to perform work under this franchise. C. Descriptive Headings. The headings and titles of the sections and subsections of this franchise are for reference purposes only and do not affect the meaning or interpretation of the text herein. D. Costs and Attorneys' Fees. If any action or suit arises in connection with this franchise, the prevailing party will be entitled to recover all of its reasonable costs, including attorneys' fees, in addition to such other relief as the court may deem proper. E. No Joint Venture. Nothing herein will be deemed to create a joint venture or principal- agent relationship between the parties, and neither party is authorized to, nor shall either party act toward third persons or the public in any manner that would indicate any such relationship with the other. F. Mutual Negotiation. This franchise was mutually negotiated by the franchisee and the City and has been reviewed by the legal counsel for both parties. Neither party will be deemed to be the drafter of this franchise. G. Third-Party Beneficiaries. There are no third-party beneficiaries to this franchise. H. Actions of the City or Franchisee. In performing their respective obligations under this franchise, the City and franchisee will act in a reasonable, expeditious, and timely manner. Whenever this franchise sets forth a time for any act to be performed by franchisee, such time shall be deemed to be of the essence, and any failure of franchisee to perform within the allotted time may be considered a material breach of this franchise, and sufficient grounds for the City to invoke any relevant remedy. I. Entire Agreement. This franchise represents the entire understanding and agreement between the parties with respect to the subject matter and supersedes all prior oral and written negotiations between the parties. Page 36 of 103 24 J. Modification. The parties may alter, amend or modify the terms and conditions of this franchise upon written agreement of both parties to such alteration, amendment or modification. Nothing in this subsection shall impair the City's exercise of authority reserved to it under this franchise. K. Non-exclusivity. This franchise does not confer any exclusive right, privilege, or authority to enter, occupy or use public ways for delivery of telecommunications services or any other purposes. This franchise is granted upon the express condition that it will not in any manner prevent the City from granting other or further franchises in, on, across, over, along, under or through any public way. L. Rights granted. This franchise does not convey any right, title or interest in public ways, but shall be deemed only as authorization to enter, occupy, or use public ways for the limited purposes and term stated in this franchise. Further, this franchise shall not be construed as any warranty of title. M. Contractors and subcontractors. Franchisee's contractors and subcontractors must be licensed and bonded in accordance with the City's ordinances, rules, and regulations. Work by contractors and subcontractors is subject to the same restrictions, limitations and conditions as if the work were performed by franchisee. N. Risks. Franchisee acknowledges by acceptance of the grant that it has read the terms and conditions of this agreement carefully, and accepts all reasonable risks related to the possible interpretation of the provisions, terms, and conditions of this agreement. Section 35: Acceptance of franchise Within thirty (30) days after the passage and approval of this ordinance, this franchise may be accepted by the franchisee by its filing with the City Clerk an unconditional written acceptance thereof. Failure of the franchisee to so accept this franchise within said period of time shall be deemed a rejection thereof by the franchisee, and the rights, privileges, and authority herein granted shall, after the expiration of the 30- day period, absolutely cease and terminate, unless the time period is extended by ordinance duly passed for that purpose. Section 36: The City Clerk The City Clerk is authorized and directed to publish a summary hereof in Page 37 of 103 25 accordance with Revised Code of Washington 35A.13.200 and 35A.12.160. PASSED by the City Council of the City of Pasco, Washington, this ___ day of ____________ 2023. _________________________________ Mayor Attest: Form approved: __________________________ _________________________ City Clerk City Attorney Page 38 of 103 26 SUMMARY OF ORDINANCE AN ORDINANCE GRANTING A NON-EXCLUSIVE FRANCHISE TO CONSTRUCT, INSTALL, OPERATE, MAINTAIN, REPAIR, OR REMOVE FIBER OPTIC CABLES WITHIN THE PUBLIC WAYS OF THE CITY OF PASCO The Pasco City Council passed Municipal Ordinance _________ at its __________, 2023 regular meeting which in summary grants a non -exclusive franchise to Ziply Fiber Pacific, LLC dba Ziply Fiber to construct, install operate, maintain, repair, or remove fiber optic cables within the City right-of-way. The full text of Municipal Ordinance ________ will be provided upon request made to the Pasco City Clerk at Pasco City Hall, 525 N. Third Avenue., Pasco, WA 99301. Summary approved as to form: ________________________________ Eric W. Ferguson City Attorney Page 39 of 103 27 ACCEPTANCE: The provisions of this amended franchise are agreed to and hereby accepted. By accepting this franchise, franchisee covenants and agrees to perform and be bound by each and all of the terms and conditions imposed by the franchise and the municipal code and ordinances of the City. By: Printed Name: Title: CERTIFICATION OF COMPLIANCE WITH CONDITIONS AND EFFECTIVE DATE: I certify that I have received confirmation that: (I) the franchisee returned a signed copy of this franchise to the City Council in accordance with this franchise; (2) the franchisee has presented to the City acceptable evidence of insurance and security as required in this franchise; and (3) the franchisee has paid all applicable processing costs set forth in the franchise. The effective date of this franchise ordinance is: By: Printed Name: Title: Page 40 of 103 Page 41 of 103 AGENDA REPORT FOR: City Council August 16, 2023 TO: Adam Lincoln,City Manager City Council Workshop Meeting: 8/28/23 FROM: Jesse Rice, Interim Director Administrative & Community Services SUBJECT: Resolution - Interlocal Agreement with Pasco School District for Joint Use of Facilities I. REFERENCE(S): Draft Resolution Draft Interlocal Agreement II. ACTION REQUESTED OF COUNCIL / STAFF RECOMMENDATIONS: Discussion III. FISCAL IMPACT: None IV. HISTORY AND FACTS BRIEF: The City of Pasco (City) and the Pasco School District No.1 (District) in the interest of supporting programs for the community in the areas of athletics, recreation, and education entered into an Interlocal Agreement (ILA) in 2007 for joint use of facilities. That ILA provided the City and District priority use of each other's facilities over other users, if not in use for their own scheduled activities or programs. V. DISCUSSION: The current ILA includes a list of specific facilities and outdated ope rational and scheduling processes. To address these issues and continue the community partnership both parties wish to renew with an updated ILA for Joint Use of Facilities. The updated ILA expands use to both current and future facilities, includes updated processes for scheduling facilities, identifies each agencies contacts, and has a term of 10 years, with automatic renew for 5-year terms unless notice is provided from either party of intent not to renew. Page 42 of 103 Staff is requesting approval to proceed with entering into the updated ILA. Page 43 of 103 Resolution – PSD ILA - 1 RESOLUTION NO. A RESOLUTION OF THE CITY OF PASCO, WASHINGTON, AUTHORIZING THE CITY MANAGER TO EXECUTE AN INTERLOCAL AGREEMENT BETWEEN THE PASCO SCHOOL DISTRICT NO. 1 AND THE CITY OF PASCO FOR JOINT USE OF FACILITIES. WHEREAS, RCW 39.34, Interlocal Cooperation Act, authorizes political subdivisions to jointly exercise their powers, privileges, or authorities with other political subdivisions of this State through the execution of an interlocal cooperative or interagency agreement; and WHEREAS, the City and the District are mutually interested in supporting programs for the community in the areas of athletics, recreation and education; and WHEREAS, the City and the District each own and operate recreational and educational facilities that may be available for the beneficial use of the other in administering their athletic, recreation, and educational programs; and WHEREAS, the City Council of the City of Pasco, Washington, has after due consideration, determined that it is in the best interest of the City of Pasco to enter into the Interlocal Agreement for Joint Use of Facilities with the Pasco School District No. 1. 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 Interlocal Agreement between Pasco School District No. 1 and the City of Pasco; 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; and to make minor substantive changes necessary to execute the Agreement. Be It Further Resolved, that this Resolution shall take effect immediately. PASSED by the City Council of the City of Pasco, Washington, and approved as provided by law, on this ___ day of ________, 2023. _____________________________ Blanche Barajas Mayor ATTEST: APPROVED AS TO FORM: _____________________________ ___________________________ Debra Barham, CMC Kerr Ferguson Law, PLLC City Clerk City Attorneys Page 44 of 103     Interlocal Agreement City/Pasco School District No. 1 Joint Use of Facilities - 1   WHEN RECORDED RETURN TO: City of Pasco, Washington 525 North 3rd Pasco WA 99301 INTERLOCAL AGREEMENT Between CITY OF PASCO and PASCO SCHOOL DISTRICT NO. 1 For JOINT USE OF FACILITIES THIS INTERLOCAL AGREEMENT is made and entered into this ___ day of _____________, 2023, by and between the City of Pasco, Washington, a Municipal Corporation, hereinafter referred to as "City" and the Pasco School District No. 1 in the County of Franklin, State of Washington, hereinafter referred to as "District”, and collectively referred to herein as “Parties.” WITNESSETH WHEREAS, the City and the District are mutually interested in supporting programs for the community in the areas of athletics, recreation and education; and WHEREAS, the City and the District each own and operate recreational and educational facilities that may be available for the beneficial use of the other in administering their athletic, recreation, and educational programs; and WHEREAS, RCW Ch. 39.34 authorizes the City and District to enter into an intergovernmental agreement for the use of property for extracurricular and recreational purposes. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows: 1. Purpose. Pursuant to RCW 39.33.060, the City and the District are authorized to contract for the use of their respective properties for other athletic, recreation, and educational purposes. The purpose of this Agreement is to provide guidelines for the use of the facilities and equipment that belong to the City or the District by the other party in a manner that does not interfere with the specific educational and/or recreational purposes for which the facility was intended. 2. Governance. Page 45 of 103     Interlocal Agreement City/Pasco School District No. 1 Joint Use of Facilities - 2   A. The Administrative and Community Services Director or his/her designee shall represent the City and the Assistant Superintendent of Business and Operations, or his/her designee shall represent the District and each shall be jointly responsible for administering this Agreement. B. The designated Facility Administrator for the District is the Executive Director of Maintenance and Operations (509-543-6713); and the designated Administrator for the City is the Recreation Services Manager (509- 545-3456). Any facility problem or concern should be reported to those office’s designees immediately or as soon as reasonably possible. C. The Parties shall each have facilities use policies that detail the day-to-day guidelines and procedures for operation of their respective facilities. Rules governing priority of use for each party in the other’s facilities shall be clearly delineated in rules and regulations adopted by each party 3. Use of Each Party’s Facilities by the Other Party. A. The Parties, after their own sponsored programs & activities, shall each give the other priority for facility use over other outside agencies unless otherwise required to give priority through the terms of a previously executed 3rd party contract as stated in the list of each party’s available facilities referred in Section 3(D) below. B. The City and the District shall provide an annual list or calendar for requested use of the other’s facilities by a mutually agreed upon date. Both parties shall timely respond to the list or calendar citing all conflicts with the times requested by the other party. C. The Parties shall not be charged for the use of the other party’s facilities for recreational, curricular or extra-curricular purposes, unless extraordinary staff labor or incremental costs are incurred and agreed upon by the City and District in advance. D. The Parties shall quarterly review a list of each party’s available facilities, which may include, indoor and outdoor sports fields, courts, pools and specialty facilities as well as meeting and workout rooms. The Parties will also, under reasonable circumstances and notification, make available to the other, equipment needed for events and programs. E. Each party shall have the primary responsibility for the maintenance of their own facilities and equipment which may be used by the other party. The party using a facility or equipment shall be charged for damage Page 46 of 103     Interlocal Agreement City/Pasco School District No. 1 Joint Use of Facilities - 3   or loss to equipment and/or facility, or extraordinary clean-up caused by participants in activities sponsored by that party. The facility administration will determine the actual cost of damage and bill the user for the expense of repair or replacement. The Facility Administrator will be trusted to determine the cost of damage and affix a fair cost to repair damage to facility and/or equipment. F. The facilities that are used by the other party will be left in the condition existing before said event, except that facility staff will clean and maintain all areas. G. If a facility becomes unusable due to breakdown or an extreme maintenance issue each party shall use reasonable efforts to rectify the situation or provide alternate facilities. H. In administering the shared use of facilities, neither party may waive nor take action affecting the recreational immunities as provided by RCW 4.24.210 without the prior written consent of the other party. 4. Scheduling of Activities and Cancellations. A. The Owner of the facility reserves the final right to cancel any scheduled use of such facility. When possible, in the event of cancellation of use of facilities, other than for emergencies, sixty (60) days written or electronic notice shall be provided. B. Both parties agree that their use of the other party’s facilities will comply with the rules and policies governing the use of the facility. Such rules and policies will be communicated annually and will be reviewed with the user’s responsible representative prior to or upon arrival at the facility. C. For any additional requests beyond those delineated in the annual list or calendar (See 3.B), both Parties will submit facility request forms to the other at least ninety (90) days in advance of the anticipated use date. 1) District will submit facility use requests through the City Recreation Website, www.pascoparksandrec.com 2) The City of Pasco will submit facility use requests to the District by completing the Facility Use Form found on the districts website www.psd1.org under “Community/ Facility Rental” and submitting it via email to facilityuse@psd1.org Page 47 of 103     Interlocal Agreement City/Pasco School District No. 1 Joint Use of Facilities - 4   Nothing in this section 4(C) shall prevent either party from approving requests at any time prior to an event if a facility is not otherwise reserved. 5. Security. Both Parties recognize the importance of proper security and acknowledge responsibility for buildings/site security before, during and after events. Facility Administrators will report any suspicious activity to the police. Facility Administrator, or Recreation Services Manager, or their designee will make sure any building is unoccupied after activity and that all participants have exited the building and make sure that the building is secure upon his or her departure of the said facility. 6. Costs and Fees. A. User fees may be set for programs and activities that either party schedules in facilities of the other party. The scheduling party shall retain such fees as revenue. B. Extraordinary costs incurred by the District for City activities or City for District activities must be defined as such in advance; then billed accordingly. These costs will include actual custodial or groundskeeper overtime rates, rental of equipment, extended operational costs, etc. Upon such advance notice, each party will pay overtime for custodians for events which encompass high traffic and high use of facility. C. In allowing for the joint use of each party’s facilities, the parties intend that such use and/or development shall not cause any additional non- reimbursed direct or indirect costs or liability or degradation of property for the owner of the facilities. It is the intent of the parties that all other agreements entered into between the parties pursuant to this provision shall be consistent with this Agreement including this section and shall be construed accordingly. 7. Indemnification. The City shall defend, indemnify and hold harmless the District, its officers, employees, and agents from any and all costs, claims, judgment or awards of damages arising out of or in any way resulting from negligent acts or omissions of the City, its officers, employees or agents in the performance of this Agreement. The District shall defend, indemnify and hold harmless the City, its officers, employees, and agents from any and all costs, claims, judgments or awards of damages arising out of or in any way resulting from negligent acts or omissions of the District, its officers, employees or agents in the performance of this Agreement. Page 48 of 103     Interlocal Agreement City/Pasco School District No. 1 Joint Use of Facilities - 5   The City and the District shall each either maintain commercial comprehensive general liability policies or shall maintain self-insurance liability coverage through their respective coverage and membership in self-insurance pools. 8. Amendments. This Agreement may be amended at any time by the mutual consent of the Parties expressed by the adoption of appropriate resolution by the governing body of each party. 9. Term and Termination. This Agreement shall commence upon the date of execution and continue for a period of ten (10) years thereafter. The term of this Agreement shall be automatically renewed for additional five-year terms unless either party hereto notifies the other of its intent not to renew at least one-hundred and eighty (180) days prior to the end of the term. Early Termination. A. Without Cause. Either party may terminate this agreement for any reason by giving the other party one-hundred and eighty (180) days advance written notice sent via certified mail to the address and contact information listed in section 12 below. Notification will be considered delivered upon receipt of certified delivery slip or 3 days after postmark date of its intention to terminate to the other party. B. With Cause. Should either party be found in breach of this agreement, notifications will be sent via certified mail to the address and contact information listed in section 12 below. Notification will be considered delivered upon receipt of certified delivery slip or 3 days after postmark date. The breaching party will have 30 days from notification to remedy the breach and failure to remedy the breach will give rise to termination for cause at the non-breaching party’s discretion. 10. Interlocal Cooperative Act Provisions. The financing of the recreational facilities, improvements and maintenance of these cooperative undertakings to each of their respective portions of the premises shall be the responsibility of the City and District. It is not intended that a separate legal entity shall be established to conduct the cooperative undertakings, nor is the acquiring, holding or disposing of real or personal property anticipated, nor is there a need for any special budget or funds to be created. The parties do not intend to purchase or hold any real or personal property Page 49 of 103     Interlocal Agreement City/Pasco School District No. 1 Joint Use of Facilities - 6   related to this Agreement, which will require transfer of ownership at any time nor on termination or expiration of this Agreement. 11. Conflict Resolution. In the event the City and District’s representatives cannot agree regarding the development and improvement, maintenance or modification of the joint facility, the City Manager and the District Superintendent shall make the final decision. If either party believes that the other party is not fulfilling the performance obligations established by this Agreement, that party shall give written notice of its complaint to the other. The party receiving the complaint shall within thirty (30) days deny the complaint, correct the situation and/or respond in writing, explaining the mitigating circumstances or why a remedy cannot be achieved. If the City Manager and the District Superintendent are unable to resolve the complaint, the matter may be referred for dispute resolution in a manner mutually agreed by the parties. Nothing in this section 11 shall prevent either party from asserting the right to pursue termination in section 9(B) above. 12. Notices. All notices required to be given under this Agreement shall be in writing and shall be deemed served when mailed via certified mail, return receipt requested, to the attention of the individual or position identified below. The Parties may, upon mutual agreement, determine to accept notice via email. City of Pasco: Director of Administrative & Community Services City of Pasco 525 North 3rd Pasco WA 99301 Pasco School District No. 1: Raul Sital, Assistant Superintendent of Operations 1215 W. Lewis Street Pasco, WA 99301 E-Mail: rsital@psd1.org 13. Filing/Recording. Upon execution of this Agreement by authorized representatives of each of the Parties, this Agreement shall be filed with the Franklin Page 50 of 103     Interlocal Agreement City/Pasco School District No. 1 Joint Use of Facilities - 7   County Auditor, or, alternatively, listed by subject on a party’s website or other electronically retrievable public source as provided by RCW 39.34.040. 14. Authority for Execution. Each of the Parties warrants and represents that its representatives, whose signature are below, possess all required authority to sign this Agreement and such powers have not, as of the date of this Agreement, been revoked or revised. <<Signatures on next page>> Page 51 of 103     Interlocal Agreement City/Pasco School District No. 1 Joint Use of Facilities - 8   IN WITNESS WHEREOF, the undersigned have full authorization on behalf of the parties and have executed this Agreement on the year and date set forth above. CITY OF PASCO, WASHINGTON PASCO SCHOOL DISTRICT NO. 1 ________________________________ ________________________________ Adam Lincoln, City Manager Michelle Whitney, Superintendent Attest: ________________________________ Debra Barham, CMC City Clerk Approved as to Form: ________________________________ Kerr Ferguson Law PLLC, City Attorney ________________________________ Sarah Thornton, Attorney for District Page 52 of 103     Interlocal Agreement City/Pasco School District No. 1 Joint Use of Facilities - 9   STATE OF WASHINGTON ) : ss. County of Franklin ) On this day personally appeared before me Adam Lincoln, 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 _____________, 2023. ____________________________________________ 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 Michelle Whitney, Superintendent of Pasco School District No. 1, to be known to be the individual described in and who executed the within and foregoing instrument, and acknowledged that she signed the same as her free and voluntary act and deed for the uses and purposes therein mentioned. GIVEN under my hand and official seal this _____ day of _____________, 2023. ____________________________________________ NOTARY PUBLIC in and for the State of Washington Residing at: __________________________________ My Commission Expires: _______________________ Page 53 of 103 AGENDA REPORT FOR: City Council August 25, 2023 TO: Adam Lincoln, City Manager City Council Workshop Meeting: 8/28/23 FROM: Richa Sigdel, Deputy City Manager City Manager SUBJECT: American Rescue Plan Act Updates I. REFERENCE(S): PowerPoint Presentation II. ACTION REQUESTED OF COUNCIL / STAFF RECOMMENDATIONS: Discussion III. FISCAL IMPACT: NA IV. HISTORY AND FACTS BRIEF: On March 11, 2021, the President of the United States signed into law the American Rescue Plan Act (ARPA), which included $350 billion in federal fiscal recovery aid to state, local, territorial, and Tribal governments. The City of Pasco was allocated $17,400,000 in ARPA funding. Several projects have been approved by the City Council, many of which have been completed or will require full expenditure of approved funds. These projects include: • Business Assistance • Utility Assistance (garbage, water, sewer, and electricity) • Resource Specialist and Navigator Positions • Water System Improvements (resulted in offsetting utility rate increases) • MLK Center Remodel Prompt Council action through these efforts has impacted the lives of all Pasco's residents and businesses. Page 54 of 103 Inclusion of the Boys and Girls Club as a potential ARPA beneficiary would slightly exceed the City's $17.4 million allocation of the ARPA funds. V. DISCUSSION: The city has expended approximately 40% of the City's ARPA allocation. MLK Center and Boys and Girls Club allocations require further discussion and approvals from the Council. MLK Center Remodel The City successfully secured $900K of State appropriation and $3 million of federal funding. This project is estimated to cost up to $6.5 million, and $2.5 million of ARPA funds have been earmarked to support this critical quality -of-life project. Additionally, staff are exploring partnership opportunities to enhance services. Architectural and Engineering services for the remodel and expansion of the Martin Luther King Community Center are being secured. Input from the community and Council will define the scope of the project and a firmer cost estimate for it. Facility Improvements - Boys & Girls Club This City-owned property is used to provide education and childcare services. City staff completed a site evaluation with the tenant (Boys & Girls Club) and identified improvements for safety, security, and longevity/expansion of facility and services (see attachment). The project is estimated to cost up to $1.26 million, ARPA funding has been identified as the main funding source for the improvement of this invaluable community asset. Staff will continue the exploration of the project and come to the Council for further guidance. Page 55 of 103 Pasco City Council Meeting August 28, 2023Page 56 of 103 ARPA Updates •Received: $17,464,312 •Funding needs to be expended by December 31st, 2026. •39% of funding expended. •All funds scheduled to be expended by federal deadline. •Expenditures will be accelerated with capital projects construction schedule. •Allocation of funding for MLK and Boys & Girls Club need additional discussion.Page 57 of 103 2021 in Review 2021 Projects Allocation Actual Water System Improvements $9,000,000 In Progress Business Assistance Program $1,915,000 $1,915,000 Utility Assistance Programs $1,060,000 $1,146,162 Community Resource Specialist $450,000 In Progress o Capital water projects that expand capacity of the existing water utility system. o Support provided to 89 small businesses. o Utility assistance program assisted over 4,000 utility customers during the pandemic. o Resource Specialist position continues to provide general support to residents and across city-departments in communications and engagement.Page 58 of 103 2022 in Review ◦Staff are researching expansion of Navigator Program due to its success. ◦Architectural and Engineering services for the remodel and expansion for Martin Luther King Community Center being secured. ◦Continuing discussions with Boys and Girls Club to improve the facility they are currently housed in. 2022 Projects Allocation Actual Pasco Resource Navigator Program $625,000 In Progress Boys & Girls Club Improvements $1,260,000 Pending MLK Center Renovation $2,500,000 PendingPage 59 of 103 2023 Projects 2023 Projects Allocation Actual WSU Workforce Development $20,000 In Progress Outdoor Dining & Lighting $100,000 In Progress PSK Improvements $500,000 In Progress •6 community members have received scholarship from WSU workforce development program to enhance their skills. •Outdoor furniture has been purchased and is in use. •Staff currently working with consultants to create parklet how -to guide and launch first pilot parklet at PSK. •PSK improvements include installation of third take-out window, upgraded equipment, technology and security upgrades, and updated HVAC.Page 60 of 103 YEAR​PROJECT/ITEM​ALLOCATION​EXPENSES TO DATE​ 2021​Pasco Chamber of Commerce​$1,915,193 $1,915,193 2021​Franklin PUD/City of Pasco​$1,050,000 $1,094,837 2021​BDI​$110,000 $51,325 2021​Resource Specialist​$450,000 $133,821 2021​Water System Improvements $9,000,000 $3,496,951 2022​Resource Navigator​$625,000 $10,500 2022​Workforce Training​$20,000 $7,700 2023​PSK Improvement​$500,000 $92,880 2023​Outdoor Dining/Lighting​$100,000 $12,170 2022​Boys & Girls Club Improvements​*$1,260,000 2022​MLK Center Remodel​*$2,500,000 Total $17,530,193 $6,815,377 *Further Council discussions and approvals neededPage 61 of 103 Pasco City Council Meeting August 28, 2023Page 62 of 103 AGENDA REPORT FOR: City Council August 23, 2023 TO: Adam Lincoln, City Manager City Council Workshop Meeting: 8/28/23 FROM: Jesse Rice, Interim Director Administrative & Community Services SUBJECT: Resolution - Northwest Baseball Ventures I, LLC (Tri-City Dust Devils) Lease Renewal at GESA Stadium I. REFERENCE(S): Draft Resolution Draft Lease II. ACTION REQUESTED OF COUNCIL / STAFF RECOMMENDATIONS: Discussion III. FISCAL IMPACT: Revenue: First year $35,734.34, with annual increase during lease term IV. HISTORY AND FACTS BRIEF: Beginning in 2008, the current agreement between the City of Pasco and NW Baseball Ventures I, LLC (ownership entity for the Tri-City Dust Devils Baseball Team) was established and outlines lease perimeters for GESA Stadium. This agreement was subsequently amended and extended to December 31, 2022. Both parties have identified a need to modernize the complete lease agreement; however, both the COVID-19 Pandemic, along with a change in both league and affiliation has delayed the time each party will need to discuss a new agreement. At the May 2022 meeting, Council approved Resolution No. 4184 extending the lease through a fourth amendment to the lease through December 2023. It is agreed, based on the Force Majeure option outlined in Section 17.16 of the lease, to extend the lease, through a fourth (4th) amendment, for an additional year, ending on December 31, 2023. V. DISCUSSION: Page 63 of 103 City staff completed its negotiations with representatives from Northwest Baseball Ventures I, LLC and the draft lease agreement is attached for Council review. The draft lease agreement includes updated language to meet the alignment with Major League Baseball's requirement for Professional Development League licensing of Northwest Baseball Ventures I LLC's, Tri-Cities Dust Devils. The lease agreement includes an initial term for 10 years, with one 10 -year renewal option. The initial lease term include the following annual Rent payments due to the City. From the Effective Date to 12/31/23 $35,734.35 1/1/24 to 12/31/24 $36,091.69 1/1/25 to 12/31/25 $36,452.61 1/1/26 to 12/31/26 $36,817.14 1/1/27 to 12/31/27 $37,185.31 1/1/28 to 12/31/28 $37,557.16 1/1/29 to 12/31/29 $37,932.73 1/1/30 to 12/31/30 $38,312.06 1/1/31 to 12/31/31 $38,695.18 1/1/32 to 12/31/32 $39,082.13 1/1/33 to 12/31/33 $39,472.95 The lease terms also includes Additional Rent be paid to the City for each Lease Year (beginning with the Lease Year commencing January 1, 2024) of five percent (5%) of all base ticket revenues associated with the use and operation of the Premises by Tenant, in excess of $900,000. Staff seeks Council's comments regarding the proposed draft lease agreement. Upon Council approval staff seeks permission to enter into the lease agreement via attached Resolution. Page 64 of 103 Resolution – 2024 GESA Stadium Lease - 1 RESOLUTION NO. ____ A RESOLUTION OF THE CITY OF PASCO, WASHINGTON, AUTHORIZING THE CITY MANAGER TO EXECUTE A 10-YEAR LEASE BETWEEN NORTHWEST BASEBALL VENTURES I, LLC AND THE CITY OF PASCO FOR GESA STADIUM. WHEREAS, the City of Pasco (City) entered into a Lease with Northwest Baseball Ventures I, LLC, at GESA Stadium, the “Premises,” dated January 1, 2008, and terminating the term of the Lease to December 31, 2017; and WHEREAS, a first amendment was executed to the Premises Lease on June 2, 2008, amending certain terms of the Lease Agreement; and WHEREAS, a second amendment to the Premises Lease was executed on January 22, 2015, amending the annual rent fees; and WHEREAS, a third amendment to the Premises Lease was executed on December 22, 2016, extending the Lease term for another five years to expire on December 31, 2022; and WHEREAS, a fourth amendment was approved by Resolution No. 4184 to extend the Lease through December 31, 2023; and WHEREAS, the City and the Northwest Baseball Ventures I, LLC staff have completed negotiations on a new 10-year Lease, with one 10-year Lease extension option. WHEREAS, the City Council of the City of Pasco, Washington, has after due consideration, determined that it is in the best interest of the City of Pasco to enter into a lease with Northwest Baseball Ventures I, LLC for GESA Stadium. 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 new GESA Stadium Lease between Northwest Baseball Ventures I, LLC and the City of Pasco; 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 Lease on behalf of the City of Pasco; and to make minor substantive changes necessary to execute the Lease. Be It Further Resolved, that this Resolution shall take effect immediately. Page 65 of 103 Resolution – 2024 GESA Stadium Lease - 2 PASSED by the City Council of the City of Pasco, Washington, and approved as provided by law, on this ___ day of _____________, 2023. _____________________________ Blanche Barajas Mayor ATTEST: APPROVED AS TO FORM: _____________________________ ___________________________ Debra Barham, CMC Kerr Ferguson Law, PLLC City Clerk City Attorneys Page 66 of 103 -1- MLB Comments 7/19/23 Formatted: Tab stops: Not at 3.25" BASEBALL STADIUM LEASE THIS BASEBALL STADIUM LEASE ("Lease") is made and entered into this _____ of ____________, 2023, by and between the CITY OF PASCO, a Washington municipal corporation ("City''), and NORTHWEST BASEBALL VENTURES I LLC, a Washington limited liability company (the "Tenant"). RECITALS: City owns certain real property in Franklin County, Washington, legally described in Exhibit A attached hereto (the "Property"), upon which City has constructed a baseball stadium and related improvements (the "Baseball Stadium"). Tenant desires to lease from City, and City agrees to lease to Tenant, the Property and Baseball Stadium (collectively the "Premises") on the terms and conditions set forth herein. This Lease is intended to supersede and replace in its entirety that certain Baseball Stadium Lease entered into by City and Tenant dated January 14, 2008 (the "2008 Lease") and subsequent amendments thereto. By executing this Lease, City and Tenant agree that the 2008 Lease shall be terminated effective _____________. NOW, THEREFORE, City and Tenant hereby agree: I. BALLPARK LEASE AND CONSTRUCTION GUIDELINES City leases to Tenant and Tenant leases from City, in accordance with the terms hereof, the Premises (including the Baseball Stadium located thereon). A. Tenant acknowledges that the City is a public entity and is subject to the Public Records Act, RCW 42.56, and further, that the terms of this agreement are subordinate to those provisions and confidential information given to the City is potentially subject to disclosure upon request. The City will make its best efforts to avoid unnecessary disclosure but will fully comply with the provisions of RCW 42.56 or other laws as applicable, and further, will attempt to provide enough advance notice to MLB PDL and Tenant of a request for public records related to this Lease so as to allow an opportunity for MLB PDL and the Tenant to seek a protective order. The City will not be liable for any damages to MLB PDL and the Tenant as a result of the City’s reasonable efforts to comply with RCW 42.56 or other applicable laws. B. Any contrary provisions contained herein notwithstanding: a. This Lease and any rights granted to City or Tenant hereunder shall in all respects be subordinate to the PDL Rules and Regulations, as long as Tenant is party to the Tri City Dust Devils PDL License Agreement that is in effect. Page 67 of 103 -2- MLB Comments 7/19/23 Formatted: Tab stops: Not at 3.25" The issuance, entering into, amendment or implementation of any of the PDL Rules and Regulations shall be at no cost or liability to any MLB PDL Entity or to any individual or entity related thereto, or to City. The territory within which City is granted rights under this Lease is limited to, and nothing herein shall be construed as conferring on City rights in areas outside of, the PDL Club Marketing Territory (as defined in the Tri City Dust Devils PDL License Agreement). No rights, exclusivities or obligations involving the Internet or any interactive or on-line media (as defined in the applicable PDL Rules and Regulations) are conferred by this Lease, except as are specifically approved in writing by MLB PDL. b. City agrees that if the date upon which any termination or suspension of this Lease falls during the regular season or postseason, the effective date of such termination or suspension shall be the first day of the month following the final home game of such season, and, in no event, shall City terminate or suspend Tenant’s rights under this Lease during any regular season or postseason. c. If, at any time prior to the expiration of the term of this Lease, this Lease is terminated by City for any reason (and any legal action challenging the right of City to terminate this Lease and seeking specific performance has either been (i) finally adjudicated by a court of competent jurisdiction as evidenced by a final non- appealable order or (ii) settled, withdrawn or otherwise concluded, in either case solely with respect to the request for specific performance) and the Tri City Dust Devils PDL License Agreement has been terminated, City agrees to offer to assign this Lease to any replacement PDL Club identified by MLB PDL to the extent that such PDL Club is reasonably acceptable to City. To the extent that this Lease is not so assigned, City agrees to meet promptly with MLB PDL to work together to ascertain whether a replacement PDL Club can be identified, and if such a PDL Club is so identified, City shall offer to lease the Premises to such PDL Club. d. As long as Tenant is party to the Tri City Dust Devils PDL License Agreement that is in effect, MLB PDL is an intended third party beneficiary of the provisions of this Section I and each other provision in this Lease that prohibits action without first obtaining PDL Approval and, in addition to its right to waive or enforce the provisions of this Section Formatted: Highlight Page 68 of 103 -3- MLB Comments 7/19/23 Formatted: Tab stops: Not at 3.25" I, MLB PDL shall be entitled and have the right to waive or enforce such other provisions that prohibit action without first obtaining PDL Approval directly against any party hereto (or their successors and permitted assigns) to the extent that any such other provision is for the explicit benefit of MLB PDL or any other MLB PDL Entity. e. Neither MLB PDL nor any other MLB PDL Entity shall have any liability whatsoever to any Person for actions taken pursuant to this Section I (other than for fraudulent acts or willful misconduct with respect to this Section I by MLB PDL), and City hereby releases MLB PDL and each other MLB PDL Entity from any and all claims arising out of or in connection with any such actions. Nothing contained in this Lease shall create any duty on behalf of MLB PDL or any other MLB PDL Entity to any other Person. II. DEFINED TERMS. “Club” means the professional baseball club currently known as the Tri City Dust Devils. “Commissioner” means the Commissioner of Baseball as elected under the Major League Constitution or, in the absence of a Commissioner, any Person or body succeeding to the powers and duties of the Commissioner pursuant to the Major League Constitution. “Major League Baseball” or “MLB” means, depending on the context, any or all of (a) the Office of the Commissioner of Baseball, each other MLB PDL Entity and/or all boards and committees thereof and/or (b) the Major League Clubs acting collectively. “Major League Baseball Club” or “Major League Club” means any professional baseball club that is entitled to the benefits, and bound by the terms, of the Major League Constitution. “Major League Constitution” means the Major League Constitution adopted by the Major League Clubs as the same may be amended, supplemented or otherwise modified from time to time in the manner provided therein and all replacement or successor agreements that may in the future be entered into by the Major League Clubs. “MLB PDL” means, depending on the context, any or all of (i) MLB Professional Development Leagues, LLC, a Delaware limited liability company, and/or (ii) the boards, committees and subcommittees related thereto. “MLB PDL Entity” means each of MLB PDL, the Office of the Commissioner of Baseball, MLB Advanced Media, L.P. and/or any of their respective present or future affiliates, assigns or successors. Page 69 of 103 -4- MLB Comments 7/19/23 Formatted: Tab stops: Not at 3.25" “PDL Approval” means, any approval, consent or no-objection letter required to be obtained from MLB PDL or any other MLB PDL Entity pursuant to the PDL Rules and Regulations. “PDL Club” means a professional baseball club participating in the Professional Development League System pursuant to a player development license agreement between the owner of such club and MLB PDL pursuant to which such owner has been granted the right to participate in the Professional Development League System. "PDL Facility Standards” means the facility standards required by MLB PDL with respect to the condition, design, maintenance, operation and upkeep of the Baseball Stadium’s physical facilities (including the playing field) as set forth in the PDL Rules and Regulations and as may be amended or modified from time to time. “PDL Governance Agreement” means that certain Professional Development Leagues Governance Agreement, effective as of February 12, 2021 by and between MLB PDL and each Club, as may be amended, modified, supplemented or restated from time to time. “PDL Governing Documents” means the following documents as in effect from time to time and any amendments, supplements or other modifications thereto and all replacement or successor documents thereto that may in the future be entered into: (i) the Major League Constitution, (ii) the Major League Rules (and all attachments thereto), (iii) the PDL Operating Guidelines, (iv) the PDL Governance Agreement and (v) the PDL License Agreements. “PDL License Agreement” means each player development license agreement entered into between a PDL Club and MLB PDL pursuant to which such PDL Club has been granted the right to participate in the Professional Development League System, including, without limitation, the Tri City Dust Devils PDL License Agreement. “PDL Rules and Regulations” means (i) the PDL Governing Documents, (ii) any present or future agreements or arrangements entered into by, or on behalf of, MLB PDL or any other MLB PDL Entity or the Major League Clubs acting collectively that are specifically related to or generally applicable to the Professional Development League System or the PDL Clubs, including, without limitation, agreements or arrangements entered into pursuant to the PDL Governing Documents, and (iii) the present and future mandates, rules, regulations, policies, practices, bulletins, by-laws, directives or guidelines issued or adopted by, or on behalf of, the Commissioner, MLB PDL or any other MLB PDL Entity as in effect from time to time that are specifically related to or generally applicable to the Professional Development League System or one or more of the PDL Clubs. “Professional Development League System” means a system of professional baseball leagues comprised of professional baseball clubs that compete at different levels and serve to assist with the development of players for Major League Baseball Clubs. “Tri City Dust Devils PDL License Agreement” means that certain player development license agreement entered into between Tri-City Dust Devils and MLB PDL pursuant to which the Club has been granted the right to participate in the Professional Development League System. III. USES Page 70 of 103 -5- MLB Comments 7/19/23 Formatted: Tab stops: Not at 3.25" A Uses. 1. Use. Subject to Section III.A.3, Tenant shall have the exclusive and unrestricted right to use and operate the Premises for any baseball or non- baseball events that Tenant sponsors or that Tenant allows third parties to sponsor. Tenant shall operate the Premises in a sound and professional manner. The Premises shall be a public facility, and the seating, parking, concession stands, restroom facilities, and other specified areas thereof shall be open to the public, subject to reasonable admission fees and other reasonable restrictions. Notwithstanding the foregoing, Tenant may not use the Premises, or permit any other person or entity to use the Premises, for any improper, immoral or unlawful purpose, for a use or purpose inconsistent with applicable zoning or the primary use of the Premises for professional baseball purposes, or for any use that would constitute a public or private nuisance or would make void or voidable any insurance then in force with respect to the Premises. Tenant also may not use the Premises, or permit any other person to use the Premises, for flea markets, bazaars, or similar events for the sale of used or second-hand items. 2. Baseball Equipment. This Lease includes the right of Tenant to use at the Premises the baseball equipment identified in Exhibit B attached hereto (the “Equipment"). City makes no warranty or representation concerning the condition of such Equipment. Tenant agrees to maintain such Equipment in good working condition (reasonable wear and tear excepted) and to replace items of Equipment as reasonably necessary. Upon the expiration of the Term (as defined below) of this Lease all items of Equipment, including replacements thereof, shall belong to City, provided that with respect to replacements that are less than two (2) years old as of the date of expiration of the Lease, such replacements shall become the property of the City only if the City reimburses Tenant for the unamortized cost incurred by Tenant to purchase such replacements, based upon an amortization period of the lesser of sixty (60) months or the useful life of such replacements. 3. Other Uses. Subject to the scheduling provisions set forth in this Lease and the PDL Rules and Regulations, City shall have the right to use the Premises for up to five (5) community events sponsored by City (each a "Community Event") per calendar year during the Term, including a 4th of July fireworks display. Each day of a multi-day Community Event shall count as one Community Event. Tenant shall, subject to the PDL Rules and Regulations, allow community baseball events and baseball events sponsored by local colleges and universities to take place in the Baseball Stadium at the lowest reasonable rental rate possible, and subject to the availability of the Baseball Stadium. Such baseball events shall not be deemed Community Events. Non-baseball events sponsored by Tenant or by third parties and Community Events shall, collectively, be "Other Events." Tenant shall Page 71 of 103 -6- MLB Comments 7/19/23 Formatted: Tab stops: Not at 3.25" operate the Baseball Stadium during Community Events and City shall reimburse Tenant for Tenant's reasonable actual out-of-pocket cost of operating the Baseball Stadium during such events, including utility costs. B. Exclusive Rights. Tenant shall have the exclusive right during the Term to do the following: 1. To use the Premises (including the locker rooms) for professional baseball purposes and to conduct Other Events permitted by this Lease; 2. To allow third party sponsors to use the Premises to conduct Other Events permitted by this Lease; 3. To use the baseball team office located within the Premises. 4. To use the storage facilities dedicated to the baseball team and its equipment; 5. To solicit advertisement to be located on the interior walls of the Baseball Stadium, including without limitation, those to be located on the scoreboard, and to solicit advertisements to be located on that portion of the exterior walls of the Baseball Stadium, other than above the concourse area, without City’s prior consent. Advertisements that occur inside or on the exterior walls of the Stadium may not include or connote adult content, firearms or tobacco. City may place signage within the Baseball Stadium announcing upcoming City functions and events with Tenant’s prior consent, which consent shall not be unreasonably withheld. 6. To direct all aspects of the operation, management and control of the Premises, except as expressly set forth in this Lease; 7. To sell food, drink and souvenir concessions (collectively "Concessions") to patrons of the Premises during baseball games or Other Events, subject to the provisions contained in Section IX below, and to retain all revenues therefrom; and 8. To use the press box area during baseball games, and during all Other Events sponsored by Tenant or third parties taking place within the Baseball Stadium. Public address equipment provided by Tenant shall be available for the use by City for Community Events, provided such public address equipment is operated by an employee or designee of Tenant or an employee or designee of City trained to use such equipment and approved by Tenant (such approval not to be unreasonably withheld). If the public address equipment is operated by an employee or designee of Tenant for a Community Event, City shall reimburse Tenant for the reasonable actual costs to make such employee or designee available to operate such equipment. Page 72 of 103 -7- MLB Comments 7/19/23 Formatted: Tab stops: Not at 3.25" C. Scheduling. On or before September 1st of each calendar year, beginning September 1, 2023 City shall deliver to Tenant a schedule of the soccer tournaments to be held during the next calendar year in the playing fields adjacent to the Baseball Stadium. Tenant shall use its best efforts to prevent the Northwest League (the "Northwest League") from scheduling a Minor League Baseball game in the Baseball Stadium on a date that a soccer tournament will be held in the playing fields adjacent to the Baseball Stadium. If a Minor League Baseball game is scheduled in the Baseball Stadium on the date of a soccer tournament, Tenant shall schedule such baseball game as a night game. To the extent that the Northwest League schedule for the next calendar year has not already been set, Tenant shall request that MLB PDL not schedule Tenant home games on a date that a soccer tournament will be held in the playing fields adjacent to the Baseball Stadium. If a Minor League Baseball game is scheduled on the date of a soccer tournament, Tenant will request that such baseball game be a night game. City shall submit a request to Tenant to use the Baseball Stadium for a Community Event at least thirty (30) days before the proposed date of the Community Event, Tenant shall make reasonable efforts to accommodate City's scheduling requests for Community Events. Tenant shall also make reasonable efforts to accommodate other soccer tournaments in the playing fields adjacent to the Baseball Stadium (in addition to those designated under the first sentence of this Section) if requested by City. In addition to the foregoing, Tenant shall request that MLB PDL not schedule a baseball Minor League Baseball game at the Baseball Stadiumor Other Event on the 4th of July. To the extent that no Minor League Baseball game is scheduled at the Baseball Stadium on the 4th of July, , and the Baseball Stadium shall be reserved for the City's 4th of July fireworks display and no Other Event shall be scheduled by Tenant on such date. To the extent that a Minor League Baseball game is scheduled at the Baseball Stadium on the 4th of July, Tenant shall request that such baseball game be a day game. IV. TERM. A. Term. The term of this Lease shall commence on ___________ (the "Effective Date"), and shall expire on December 31, 2033, unless extended pursuant to Section IV.B below (the "Initial Term"). B. Extension Option. Tenant shall have one (1) option to extend the Initial Term for ten (10) years, subject to the terms provided herein (the "Extension Term"). The Extension Term together with the Initial Term are referred collectively as the "Term". 1. If, at the time of exercise, Tenant has performed all Tenant's covenants and is not in default under any of the terms of the Lease beyond any applicable cure period, then Tenant, on giving written notice to City not earlier than twenty-four (24) months, and not later than eighteen (18) months prior to Formatted: Superscript Formatted: Superscript Formatted: Superscript Page 73 of 103 -8- MLB Comments 7/19/23 Formatted: Tab stops: Not at 3.25" the last day of the Initial Term of the Lease, shall have the right to extend the Initial Term of the Lease for an additional term of ten (10) years upon the same terms and conditions as contained in the Lease, except for the Rent. The Extension Term shall commence on the day immediately succeeding the last day of the Initial Term of the Lease and shall end at midnight on the day immediately preceding the tenth anniversary of the first day of the extended term unless sooner terminated in accordance with the provisions of the Lease. The Rent during the Extension Term shall be mutually agreed upon between City and Tenant no later than twelve (12) months prior to the last day of the Initial Term of the Lease. If City and Tenant have not mutually agreed on the Rent at least twelve (12) months prior to the last day of the Initial Term, then the exercise of the extension option shall be deemed to be ineffective, and this Lease shall automatically terminate on the last day of the Initial Term. V. RENT, ADDITIONAL PAYMENTS. A. Rent. Tenant agrees to pay annual rent in the following amounts ("Rent"): Period Annual Rent Annual Rent From the Effective Date to 12/31/23 $35,734.35 1/1/24 to 12/31/24 $36,091.69 1/1/25 to 12/31/25 $36,452.61 1/1/26 to 12/31/26 $36,817.14 1/1/27 to 12/31/27 $37,185.31 1/1/28 to 12/31/28 $37,557.16 l/1/29 to 12/31/29 $37,932.73 1/1/30 to 12/31/30 $38,312.06 1/1/31 to 12/31/31 $38,695.18 1/1/32 to 12/31/32 1/1/33 to 12/31/33 $39,082.13 $39,472.95 Rent shall be paid to City at 525 North 3rd Avenue, Pasco, Washington 99301, Attention: City Treasurer ("City's Address"). Tenant shall pay Rent in a lump sum annually on or before June 15 of each calendar year during the Term. Tenant shall pay a late service charge on all past due rent at the rate of five percent (5%) per month, but in no event higher than the legal limit. The Rent specified in this Section V.A includes the leasehold excise tax which is payable in accordance with Chapter 82.29A RCW (the Leasehold Tax"). Tenant shall pay the Rent to City, and City will forward to the State of Washington as required by law that portion of the Rent which is allocable to the Leasehold Tax. If City raises the admission tax on tickets to view events in the Baseball Stadium above two and one-half percent (2.5%), the Rent set forth above shall be reduced on a dollar-for-dollar basis for each year the dollar amount of admission taxes Page 74 of 103 -9- MLB Comments 7/19/23 Formatted: Tab stops: Not at 3.25" collected by Tenant for such year in excess of 2.5% of the price of each ticket sold. In the event Tenant has already paid Rent, City shall refund to Tenant a portion of the Rent overpaid as a result of the application of this provision. B. Additional Rent. 1. Tenant shall pay City as additional rent ("Additional Rent") for each Lease Year (beginning with the Lease Year commencing January 1, 2024) five percent (5%) of all base ticket revenues associated with the use and operation of the Premises by Tenant, in excess of $900,000. "Base ticket revenues" shall mean the base ticket revenues for all paid tickets to attend and/or view events sponsored by Tenant. Base ticket revenues shall be the actual revenues generated by all ticket sales, exclusive of (i) revenues to pay admission taxes; (ii) trade and complementary tickets; and (iii) the MLB ticket tax as set forth in Schedule 2 attached heretothe Annual Fee, as defined in the Tri City Dust Devils PDL License Agreement. The sum of (i), (ii), and (iii) under this Section IV(B)(1) shall not exceed 10% of base ticket revenues hereunder. If Tenant packages tickets with other goods and/or services (e.g., hot dogs, soft drinks, etc.), base ticket revenues shall be calculated only on that portion of revenues reasonably allocated to the tickets to view the event, which will in no case be less than fifty percent (50%) of the face value of the ticket. If Tenant sells tickets at a discount from their face value, base ticket revenues shall be calculated from the discounted price of such tickets. Ticket revenues based on season or advanced ticket sales shall be deemed "collected" by Tenant for purposes of determining Additional Rent on the respective dates that events covered by such tickets actually occur. No Additional Rent shall be payable for Community Events or "free" events if Tenant is merely reimbursed its reasonable costs to make the Premises available for such event. For purposes of calculating Additional Rent, a Lease Year shall be the 12-month period from January 1 to the next December 31. 2. With respect to Other Events at the Premises sponsored by a third party, Tenant shall pay City as Additional Rent ten percent (10%) of the net sublease/license fees paid to Tenant by the third party to use the Baseball Stadium for such Other Event. Net sublease/license fees shall be the sublease/license fees paid to the Tenant with respect to such Other Event, less the reasonable and actual costs and expenses incurred by Tenant with respect to such Other Event. 3. On or before November 1, of each year, Tenant shall remit to City a summary events reconciliation statement for the year to date and including the entire baseball season. The reconciliation statement shall set forth ticket sales for all events sponsored by Tenant and net sublease/license fees paid to Tenant by third parties during such year to date. If as a result of such statement Additional Rent is due, such Additional Rent shall be paid Page 75 of 103 -10- MLB Comments 7/19/23 Formatted: Tab stops: Not at 3.25" simultaneously with the delivery of such statement. If Tenant or a third- party sponsors Other Events in such year after the effective date of the reconciliation statement, then within ten (10) days after such Other Event, Tenant shall remit to City a reconciliation statement for such Other Event and pay any Additional Rent (if any) due as a result of such Other Event. 4. Tenant shall maintain documentation and records verifying the ticket sales for each event held within the Baseball Stadium sponsored by Tenant and net sublease/license fees for each event held within the Baseball Stadium sponsored by a third party for a period of two (2) years after the date of such event. Upon written request by City, Tenant shall make such documentation reasonably available for an audit by City, or its duly authorized representatives, to verify the accuracy of the Additional Payments remitted by Tenant. 5. If the Additional Rent is included in contract rent for purposes of calculating the Leasehold Tax, City shall pay such Leasehold Tax, including all applicable penalties and interest thereon, from the Additional Rent remitted by Tenant and the Additional Rent shall be deemed to have been reduced by the amount of such Leasehold Tax. 6. Tenant shall include in all written agreements with third parties that sponsor Other Events, the right of City to audit such third parties' records regarding payment of sublease/license fees. VI. UTILITIES. A. Utilities. 1. Utility Charges. Tenant shall pay or cause to be paid when due, and shall indemnify, protect and hold harmless City and the Premises from all charges for public or private utility services to the Premises during the Term, including without limiting the generality of the foregoing, all charges for heat, light, electricity, potable water, gas, telephone service, garbage collection and sewer and drainage service. Notwithstanding the foregoing, the City shall provide un-metered irrigation water to Tenant at no cost to Tenant. 2. Interruptions of Utility Services. City shall not be liable to Tenant in damages or otherwise (i) if any utility shall become unavailable from any entity (including City) supplying or distributing such utility, or (ii) for any interruption in any utility service (including, without limitation, any heating, air-conditioning or sprinkler) caused by the making of any necessary repairs or improvements or by any cause, and the same shall not constitute a termination of this Lease or an eviction of Tenant. If any utility service, used at the Premises and for which City is responsible, shall be Page 76 of 103 -11- MLB Comments 7/19/23 Formatted: Tab stops: Not at 3.25" interrupted, City shall restore such utility service as soon as practical. VII. CONDITION OF PREMISES; IMPROVEMENTS. A. Current Condition. Tenant agrees to accept the Premises and Baseball Stadium in its current "as is, where is" condition. Tenant acknowledges the opportunity prior to its execution of this Lease to conduct a thorough inspection of the Premises. B. Air Conditioning. The air conditioning, previously installed by Tenant in the "home team" clubhouse/locker room, is part of the Premises, and during the Term shall be maintained by Tenant at Tenant's cost. Upon expiration or earlier termination of this Lease, the air conditioning equipment shall become the property of City, without additional cost or expense to City. C. City and Tenant agree to work together with the understanding that the Baseball Stadium become MLB compliantcompliant with all the PDL Facility Standards by April 2025March 2024. D. Tenant will invest up to at least $330,000 for the construction of a new climate- controlled weight room at the Baseball Stadium. The building will become the property of City. The City will issue Tenant a $16,500 credit against the base rent for each year of the Initial Term of Lease in Tenant’s efforts of with respect to making the Baseball Stadium MLB compliantbringing the Baseball Stadium into compliance with the PDL Facility Standards. E. If there are any additional improvements (not otherwise contemplated in Subsection VII.D above) required to bring the Baseball Stadium into compliance with the PDL Facility Standards, the City will issue Tenant a yearly rent credit equal to fifty (50) percent of the invoice cost of the improvement(s) and: 1) to be amortized over the remaining term of this Lease (excluding the partial year of the improvement); and 2) not to exceed $10,000 per year in total rent credits under this Subsection VII.E. The improvement(s) will become property of City. By way of example, if an improvement is required under this Subsection VII.E at an invoice cost of $96,000, and there are 6 years remaining on this Lease (excluding the partial year of the improvement), the City will issue Tenant a rent credit equal to $8,000 per year for the remainder of this Lease calculated as follows: [$96,000 X 50% = $48,000; $48,000/6 years = $8,000 rent credit per year]. If there are subsequent additional improvements needed under this Subsection VII.E costing $48,000 (with 4 years remaining on this Lease), the City will issue Tenant a total rent credit of $10,000 per year for the remaining 4 years of this Lease because the annual rent credit under this Subsection VII.E is capped at $10,000 per year. VIII. REPAIRS AND MAINTENANCE. A. City Obligation. City shall, at its own cost and expense, maintain and repair all Page 77 of 103 -12- MLB Comments 7/19/23 Formatted: Tab stops: Not at 3.25" structural portions of the Premises in a good and safe condition during the Term, reasonable wear and tear excepted, promptly after City is made aware of the need for such structural maintenance and/or repair. Structural portions of the Premises shall include, without limitation, all sidewalks and the roof, structural walls, structural members (including structural elements of the light poles, scoreboard and outfield fence), floor slabs and foundation of the Baseball Stadium and plumbing and electrical repairs that require alteration of floor slabs, foundations, roof or exterior walls. If governmental laws, rules, regulation or ordinances ("Applicable Laws") change such that the Premises no longer complies with Applicable Laws and can no longer be used for its intended purposes without repair or improvements, the City shall have the first option to alter or repair the Premises to bring it into compliance with Applicable Laws. If City does not bring the Premises into compliance with Applicable Laws within a reasonable period of time, Tenant shall have the right, but not the obligation, to make the alterations or repairs necessary to bring the Premises into compliance with Applicable Laws. If neither City nor Tenant elect to bring the Premises into compliance with Applicable Laws, Tenant may terminate this Lease in its sole discretion. The foregoing shall only apply to changes required to be made to the Premises in order to comply with Applicable Laws so that the Premises can continue to be used for its intended purposes and does not apply under circumstances where the Premises becomes a nonconforming structure, but for which changes are not required for the continued use of the Premises. B. Tenant Obligations. 1. Tenant shall be responsible, at its own cost and expense, for the routine maintenance and upkeep and routine nonstructural repairs of the Premises during the Term, including interior walls, ceilings, doors, windows, light fixtures, switches, wiring and plumbing not the responsibility of City under Section VIII.A above, and heating and air conditioning systems and equipment. Tenant shall also be responsible for the cost of cleaning the Premises and the cost of cleaning supplies and other routine supplies required to operate the Premises, all in accordance with customary standards for similar facilities and prudent maintenance practices. 2. Notwithstanding the foregoing, City shall be responsible for all routine maintenance and repair of the Premises required by or arising from use of the Premises for Community Events. City shall fulfill its maintenance and repair obligations under this Section VIII.B immediately after use of the Premises for Community Events. 3. Tenant shall also be responsible for garbage disposal and other cleaning of the Premises and Parking Areas (as defined below) following each game or Other Event sponsored by Tenant or a third party, and for payment of all expenses of staff and services for each game or Other Event sponsored by Tenant or a third party, including without limitation parking attendants, Page 78 of 103 -13- MLB Comments 7/19/23 Formatted: Tab stops: Not at 3.25" security officers, ticket salespeople and attendants, ushers, and, if applicable, medical personnel and vehicles. Tenant shall also be responsible for maintaining the baseball team office and locker rooms while Tenant is entitled to the exclusive use thereof. Tenant will permit no waste, damage or injury to the Premises. At the expiration or sooner termination of this Lease, Tenant will quit and surrender the Premises in a neat and clean condition (reasonable wear and tear excepted) and will deliver up all keys belonging to the Premises to City, or City's agent. Should Tenant fail to tender possession of the Premises to City as provided herein, City shall have the right to perform the work necessary to put the Premises in a neat and clean condition (reasonable wear and tear excepted), at Tenant's expense, and Tenant agrees to reimburse City for the costs to do so. 4. Tenant shall not damage or deface the Premises, nor shall Tenant allow its guests and invitees to damage or deface the Premises. Tenant and Tenant's guests and invitees shall not do anything which may injure the buildings or other improvements or be a nuisance or menace. All deliveries of supplies and material to the Premises shall be made at such hours and in accordance with such rules as City may reasonably prescribe. Tenant will not permit an accumulation of boxes, waste, or other refuse matter. Trash and garbage shall be stored, until disposed, within areas designated by City for such purposes. 5. In addition, Tenant agrees as follows: (i) Care of Plumbing Facilities. Plumbing facilities shall not be used for any other purpose than that for which they were constructed. (ii) Cleaning of Kitchens. Tenant shall have the Concessions ventilation equipment cleaned at least every six (6) months, and Tenant upon request shall provide City with evidence that the work has been done for the most recent period. (iii) Odors. Tenant shall not permit the emission of offensive odors from the Premises or allow permeation through interior or exterior walls. (iv) Tenant To Pay For Violation. The expense of any breakage, stoppage or damage resulting from a violation of this Section VIII.B shall be borne by Tenant. (v) City May Demand Repairs. If City reasonably deems necessary any repairs required to be made by Tenant, it may demand that Tenant make the same forthwith, and if Tenant refuses or neglects to commence such repairs and complete the same with reasonable dispatch, City may make or cause such repairs to be made and Tenant agrees, forthwith, on demand, to pay to City the cost thereof with interest at the maximum rate permitted by law at Page 79 of 103 -14- MLB Comments 7/19/23 Formatted: Tab stops: Not at 3.25" the time City incurs said cost of repairs. C. Plumbing System Winterization. Notwithstanding the other provisions of this Lease, the City shall be responsible for the work associated with draining and winterizing the plumbing system of the Premises each year (either using a third party plumber or using City staff based upon protocols established by plumbing professionals). City will make all reasonable efforts to provide irrigation water as soon as possible at the beginning of each year. D. Baseball Field/Grass Maintenance. 1. Tenant shall be responsible at its sole cost and expense for the year-round maintenance, upkeep, repair and care of the baseball field and the other grass areas of the Baseball Stadium, including the preparation and maintenance of the playing field before, during and after each game or Other Event sponsored by Tenant. Such upkeep and maintenance shall include fertilizing, mowing, aeration, irrigation and all other matters associated with the maintenance of the playing field and other grass areas. All such upkeep and maintenance shall be in accordance with the standards and specifications attached hereto as Exhibit E, or otherwise directed by City. Tenant shall also be responsible at its sole cost and expense for all fertilizer and other supplies required for the upkeep and maintenance of the playing field and other grass areas of the Baseball Stadium. 2. If Tenant fails to maintain the playing field and the other grass areas of the Baseball Stadium as herein required, City shall have the right to do so, at Tenant's expense, and Tenant agrees to reimburse City for the costs to do so. 3. Tenant shall also have the exclusive right to use a portion of the maintenance facility just beyond the left field outfield fence of the Baseball Stadium for the storage of maintenance equipment and other uses associated with the maintenance of the baseball field and other grass areas of the Baseball Stadium. IX. CONCESSIONS. A. Concessions. Except as otherwise set forth herein, Tenant shall have the exclusive right, during baseball games and Other Events held in the Baseball Stadium, subject to the provisions set forth below, to sell Concessions in the Premises and in the Parking Areas (as defined below) and to retain all revenues therefrom. Such right may be exercised by Tenant directly or through a sublicensee. 1. Concession Equipment. Tenant shall supply at its own expense and in its sole discretion all equipment, fixtures and supplies, and all staff and Formatted: Highlight Page 80 of 103 -15- MLB Comments 7/19/23 Formatted: Tab stops: Not at 3.25" other persons required or necessary to provide Concessions to patrons of the Premises. 2. Tenant to Use Adequate Electrical Equipment. If Tenant supplies any concessions electrical equipment that overloads the electrical lines in the Premises, Tenant shall at its own expense (but only with the prior consent of City) make whatever changes are necessary to meet the electrical requirements consistent with the requirements of the insurance underwriters and governmental authorities having jurisdiction. 3. Liquor License. City shall not object to or interfere with the efforts of Tenant or its sublicensee to secure a permit to sell alcoholic beverages as one of the Concessions sold inside the Baseball Stadium. B. Concession Services. Tenant or its sublicensee shall operate and supply Concessions and concession services during baseball games and Other Events sponsored by Tenant or third parties on such terms and conditions as Tenant deems appropriate. Tenant shall also provide concession services for Other Events not sponsored by Tenant (including Community Events) at levels and with staffing as reasonably necessary to provide appropriate concession service given the nature of the event and the expected attendance. If Concessions are not provided by Tenant at appropriate levels for Community Events or Other Events not sponsored by Tenant, then City may permit another entity to sell Concessions from portable concession stands brought into the Premises for such purposes. Any costs incurred or revenues received by City under this Section IX(B) shall belong to City. X. PARKING. A. Generally. Adjacent to the Premises is an area for vehicle parking containing approximately 1000 parking spaces and depicted on the map attached hereto as Exhibit F (the "Parking Area") City hereby grants Tenant a non-exclusive license to use the Parking Area on the terms set forth below. 1. Throughout the Term of this Lease, (i) Tenant shall have the exclusive right to control, use and operate the Parking Area for baseball games and Other Events sponsored by Tenant or third parties at the Premises and (ii) City shall have the exclusive right to control, use and operate the Parking Area for Community Events and for soccer tournaments played at the adjacent playfields. Tenant shall be entitled to retain all parking revenue generated during periods when Tenant controls and operates the Parking Area, and City shall be entitled to retain all parking revenues generated during periods when City controls and operates the Parking Area. Tenant shall provide parking attendants to operate the Parking Area for baseball games and Other Events sponsored by Tenant and City Page 81 of 103 -16- MLB Comments 7/19/23 Formatted: Tab stops: Not at 3.25" shall provide parking attendants to operate the Parking Area for Community Events and for events at the adjacent playfields. Tenant shall be responsible at its sole cost to clean the Parking Area after baseball games and Other Events sponsored by Tenant. City shall be responsible, at its sole cost, to clean the Parking Area after Community Events and soccer tournament held at the adjacent playfields. 2. If an evening night Minor League Baseballbaseball game is scheduled on the same date as a soccer tournament: (i) Tenant and City shall work together to accommodate each other’s needs for use of the Parking Area, including an agreement on when control of the Parking Area will change from City to Tenant; and (ii) Tenant shall honor the parking privileges of soccer tournament spectators that have paid City to use the Parking Area. During such times, Tenant and City shall cooperate in good faith to manage the Parking Area so that Tenant receives all parking revenue associated with the baseball game and City receives all parking revenues associated with the soccer tournament being conducted at the adjacent playfields, and with Tenant providing the parking attendants to operate the Parking Area immediately prior to and during title baseball game. XI. ESTOPPEL. Within fifteen (15) days of presentation, Tenant shall execute, acknowledge, and deliver to City, at no expense to City, any estoppel certificate requested by City, certifying in writing, if such shall be true, that Tenant shall be in occupancy, that this Lease is in full force and effect, specifying the dates to which the rent and other charges shall have been paid, and stating that there have been no defaults by City and such other representations as may be requested by a lender, mortgagee or beneficiary. XII. TENANT ALTERATIONS. Except as provided above in Section VII.C, Tenant shall not make any material alterations, additions, or improvements in the Premises (including any alterations that affect structural portions of the Premises, or any electrical, plumbing or similar system) without first obtaining City's written consent (which may be withheld in its reasonable discretion). All such alterations, additions and improvements shall be at the cost and expense of Tenant, and shall become the property of City and shall remain in and be surrendered with the Premises as a part hereof at the termination of this Lease, without disturbance, molestation, or injury except for any improvements that City may elect to require Tenant to remove. Notwithstanding the foregoing, Tenant may remove concessions equipment and similar fixtures from the Premises if Tenant originally paid the cost to acquire and install such equipment and/or fixtures and if Tenant fully repairs all damage caused by the removal of such equipment and/or fixtures. If Tenant shall perform work with the consent of City, as aforesaid, Tenant agrees to comply with all laws, ordinances, rules and regulations of the appropriate city or county, and any other authorized public authority. Tenant further agrees to hold City harmless from damage, loss or cost arising out of the said work. Page 82 of 103 -17- MLB Comments 7/19/23 Formatted: Tab stops: Not at 3.25" XIII. INSURANCE. A. Tenant Insurance. 1. Tenant, at its sole expense, shall place and maintain in effect throughout the term of this Lease the following insurance (collectively, the "Insurance"): (i) Commercial general liability insurance with limits of not less than $2,000,000 each occurrence and $5,000,000 in the aggregate, written on Insurance Services Office (ISO) occurrence form CG 00 01, insuring against all liability arising out of and in connection with Tenant's use and occupancy of the Premises and with Tenant's exercise of its rights granted under this Lease, including premises and contractual liability and naming City and its employees, officers and agents as additional insureds using ISO Additional Insured-Managers or Lessors of Premises Form CG 20 11 or a substitute endorsement providing equivalent coverage, and (ii) in the event Tenant or its sublicensee offers alcoholic beverages in or around the Premises, "Dram Shop" and/or "Innkeeper's Liability" insurance against claims or liabilities arising directly or indirectly to persons or property on account of the sale or dispensing of beer, wine or other alcoholic beverages, with a combined single limit coverage of $2,000,000 bodily injury and property damage liability, or in greater amounts if required by law, in form and substance reasonably acceptable to City, and naming City and its employees, officers and agents as additional insureds, and (iii) worker's compensation and employer's liability insurance covering employees at the Premises employed by Tenant (to the extent required, and in the amounts required by applicable laws). 2. Certificates of such coverage and endorsements, in form satisfactory to City, shall be furnished to City and each shall provide that said coverage will not be changed or cancelled without forty-five (45) days written notice to City. The limits of coverage described above shall be increased from time to time as reasonably requested by City and to the extent consistent with prudent risk management practices and insurance standards for similar facilities. Tenant's insurance coverage shall be primary as respects City. Any insurance, self-insurance or insurance pool coverage maintained by City shall be excess of Tenant's insurance and shall not contribute with it. All insurance shall be placed with insurers with a current A. M. Best rating of not less than A:VII. 3. In the event the Insurance required under this section is not maintained, or if an Event of Default occurs, City shall have the right (but not the obligation) to place and maintain the Insurance required to be placed and maintained by Tenant hereunder. Tenant agrees, on demand, to pay to City the amounts expended therefor with interest at the maximum rate permitted by law from the time City incurs said costs of Insurance. Page 83 of 103 -18- MLB Comments 7/19/23 Formatted: Tab stops: Not at 3.25" 4. In the event Tenant fails to place and maintain the Insurance required hereunder, City shall have the right (but not the obligation) to require the immediate cessation of the sale of alcoholic beverages at the Premises. B. City Insurance. City shall purchase and maintain during the term of this Lease all-risk property insurance covering the Premises and the Baseball Stadium, for their full replacement cost without coinsurance provisions. C. Waiver of Subrogation. Tenant 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 Premises and Baseball Stadium. This release shall apply only to the extent that such claim, loss or liability is covered by insurance. XIV. DAMAGE OR DESTRUCTION. If the Premises or Baseball Stadium are damaged by fire or other casualty under circumstances where the cost to repair does not exceed $500,000 and the loss is covered by insurance maintained by City, the damage shall be repaired by City, and until such repairs are completed, rent shall be abated in proportion to the portion of the Premises which is unusable by Tenant in the conduct of its business (but there shall be no abatement of rent by reason of any portion of the Premises being unusable for a period equal to three (3) days or less). If the costs to repair such damage exceeds $500,000, or the loss is not covered by insurance maintained by City, City at its option may elect to repair the Premises, in which event rent shall be abated as provided above. City shall make such election whether or not to rebuild within thirty (30) days of such damage. If City does not elect to make such repairs, or if it reasonably appears that such repairs cannot be made within one hundred eighty (180) days of the date of such damage, then either party may, by written notice to the other within forty-five (45) days of the date of damage, terminate this Lease. If the Baseball Stadium or a material portion thereof becomes unavailable on a temporary basis by reason of either partial destruction or repair or restoration, or for any other reason, then the Tenant may make arrangements for any previously scheduled home baseball game or Other Event to be held at another venue during such time that the Baseball Stadium is under repair. The City shall utilize commercially reasonable efforts to assist the Club in locating a temporary facility in which the Club may play home baseball games, and otherwise conduct previously scheduled Other Events. XV. NAMING RIGHTS. During the Term of this Lease, Tenant shall have the right to offer to sell and to sell the right to name the Baseball Stadium to third parties and to retain all revenues therefrom, subject to the provisions below. City shall have the right to approve the name and the form of any naming rights agreement, which approval shall not be unreasonably withheld or delayed. In the absence of a naming rights agreement, the Baseball Stadium shall continue to be named "Pasco Stadium." Tenant may not Formatted: Font: 12 pt Formatted: Font: 12 pt Formatted: Font: 12 pt Formatted: Font: 12 pt Formatted: Font: 12 pt Formatted: Font: 12 pt Formatted: Font: 12 pt Formatted: Font: 12 pt Formatted: Font: 12 pt Formatted: Font: 12 pt Page 84 of 103 -19- MLB Comments 7/19/23 Formatted: Tab stops: Not at 3.25" name the Baseball Stadium after Tenant. The name of the Baseball Stadium may not connote or be affiliated with adult content, firearms or tobacco. Upon expiration of or earlier termination of this Lease, any naming rights agreement shall also terminate and no longer be in force or effect. For every professional baseball season (April March through September) (the "Season") that a naming rights agreement exists, Tenant shall spend a minimum average of $5,000 on capital improvements to the Baseball Stadium. Capital improvements under this Section XV are exclusive of all other improvements in this Lease Agreement. Tenant may spend such sums on capital improvements at one time and from time to time while a naming rights agreement exists, provided that Tenant spends at least $25,000 on capital improvements during the first five years of any naming rights agreement. By way of example, Tenant may spend $5,000 each Season, may spend $10,000 every two Seasons, may spend $4,000 the first Season, nothing the second Season and $11,000 the third Season, or may spend $25,000 in a single year (and applied over a five Season period), provided that Tenant spends an average of $5,000 for each Season and at least $25,000 during the first five Season period. If at the end of the term of a naming rights agreement, Tenant has not spent the required amounts on capital improvements, Tenant shall pay to City a naming rights termination fee equal to 150% of such shortfall. On or before February 1 of each year, Tenant shall provide City with an accounting of the costs expended in the prior calendar year by Tenant on capital improvements to the Baseball Stadium. At the request of City, Tenant shall provide to City with copies of invoices and other information to substantiate the amounts so spent. Tenant must obtain prior City approval to any capital improvements undertaken by Tenant under this Section XV such approval not to be unreasonably withheld and shall be granted if such capital improvement is necessary for the Baseball Stadium to remain compliant with the PDL Facility Standards. Capital improvements funded by Tenant under this Section XV shall not include any capital improvements installed by Tenant under any other provision of this Lease. XVI. DEFAULTS; REMEDIES A. Defaults: Remedies. 1. Events of Default. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Tenant (an "Event of Default"): (i) The failure by Tenant to make any payment of Rent by the tenth (10th) day after such amount is due; Formatted: Highlight Page 85 of 103 -20- MLB Comments 7/19/23 Formatted: Tab stops: Not at 3.25" (ii) The failure by Tenant to make any other payment required to be made by Tenant hereunder (other than a payment specified in subsection (i) above), including, without limitation, Additional Rent, utility payments, insurance premiums or other charges, within five (5) days after receiving written notice from City of such failure to pay; (iii) The failure by Tenant to observe or perform or the violation of any of the other covenants, conditions or provisions of this Lease to be observed or performed by Tenant, where such failure shall continue for a period of twenty (20) days after Tenant's receipt of written notice of default or violation from City; provided, however, that if the nature of Tenant's obligation is such that more than twenty (20) days are required for performance, then Tenant shall not be in default if Tenant commences performance within such 20-day period and thereafter diligently prosecutes the same to completion and in any event completes such performance within ninety (90) days of Tenant's receipt of such written notice; or (iv) The failure by Tenant to use the Premises for professional baseball purposes as a franchisee of the Northwest LeaguePDL Club. 2. Subject to Section I.B, Uupon an Event of Default, then, without prejudice to any other remedies which City might have, City may, at its election, declare this Lease forfeited and the Lease term ended, and re- enter the Premises, with or without process of law, and remove all persons or chattels therefrom. B. Removal of Property. 1. In the event of any re-entry or taking possession of the Premises for default, City shall have the right, but not the obligation, to remove from the Premises all personal property of Tenant located therein, and may store the same in any place selected by City, including but not limited to a public warehouse, at the expense and risk of the owners thereof, with the right to sell such stored property, without notice to Tenant, after it has been stored for a period of thirty (30) days or more. The proceeds of such sale to be applied first to the cost of such sale, second to the payment of the charges for the storage, if any, and third to the payment of any other sums of money which may then be due from Tenant to City under any of the terms hereof, the balance if any without interest to be paid to Tenant. 2. Tenant hereby waives all claims for damages that may be caused by City's re-entering and taking possession of the Premises or removing and storing the property of Tenant as provided in this Lease, and will hold City harmless from loss, costs or damages occasioned City thereby. No such reentry shall be considered or construed to be a forcible entry. Page 86 of 103 -21- MLB Comments 7/19/23 Formatted: Tab stops: Not at 3.25" C. City May Relet. In such case of re-entry, City may, subject to Section I.B, relet the Premises upon such terms as it sees fit, for a term which may expire either before or after the expiration date of this Lease, and to such persons or entities as it desires, including without limitation another professional baseball league. D. Tenant Still Liable for Rent. City shall not be liable for damages by reason of such re-entry. Notwithstanding any such re-entry by City, the liability of Tenant for the Rent provided for herein shall not be extinguished for the balance of the Lease Term. Tenant agrees to pay to City any deficiency arising from a re-entry and re- letting of the Premises at a lesser rent, and Tenant shall pay such deficiencies each month as the amount thereof is ascertained by City. E. Tenant to Pay Cost of Reletting. Upon reletting Tenant shall be immediately liable to pay to City the cost and expense of reletting and of such repairs as may be incurred by City in readying the Premises for reletting. F. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive, but shall, wherever possible, be cumulative with all other remedies at law or in equity. G. Default by City. City shall not be in default unless City fails to perform obligations required of City within twenty (20) days after written notice by Tenant to City, provided, however, that if the nature of City's obligation is such that more than twenty (20) days are required for performance then City shall not be in default if City commences performance within such 20-day period and thereafter diligently prosecutes the same to completion. If City fails to cure any such default within the allotted time, Tenant may cure such default itself and offset the cost thereof against Rent payable hereunder. XVII. HAZARDOUS SUBSTANCES. A. Hazardous Substances. 1. Tenant shall not dispose of or otherwise allow the release of any hazardous waste or materials in, on or under the Premises, or any adjacent property, or in any improvements placed on the Premises, in violation of applicable law. Tenant represents and warrants to City that Tenant's intended use of the Premises does not involve the use, production, disposal or bringing on to the Premises of any hazardous waste or materials in violation of applicable law. As used herein, the term "hazardous waste or materials" includes any substance, waste or material defined or designated as hazardous, toxic or dangerous (or any similar term) by any federal, state or local statute, regulation, rule or ordinance now or hereafter in effect. Tenant shall promptly comply with all statutes, regulations and ordinances, and with all orders, decrees or Page 87 of 103 -22- MLB Comments 7/19/23 Formatted: Tab stops: Not at 3.25" judgments of governmental authorities or courts having jurisdiction, relating to the use, collection, treatment, disposal, storage, control, removal or cleanup of hazardous waste or materials, in, on or under the Premises or any adjacent property, or incorporated in any improvements, at Tenant's expense. 2. After notice to Tenant and a reasonable opportunity for Tenant to effect such compliance, City may, but is not obligated to, enter upon the Premises and take such actions and incur such costs and expenses to effect such compliance as it deems advisable to protect its interest in the Premises; provided, however that City shall not be obligated to give Tenant notice and the opportunity to effect such compliance if (i) such delay might result in material adverse harm to City or the Premises, (ii) Tenant has already had actual knowledge of the situation and a reasonable opportunity to effect such compliance, or (iii) an emergency exists. Whether or not Tenant has actual knowledge of the release of hazardous waste or materials on the Premises or any adjacent property as the result of Tenant's use of the Premises, Tenant shall reimburse City for the full amount of all costs and expenses incurred by City in connection with such compliance activities, and such obligation shall continue even after the termination of this Lease. Tenant shall notify City immediately of any release of any hazardous waste or materials on the Premises. 3. Notwithstanding the foregoing, Tenant shall not be responsible for any cleanup, liabilities, claims, damages, costs and expenses of any kind or nature that arise or result from any contamination of the Premises or surrounding property by hazardous waste or materials, except for such contamination that is caused by Tenant or its employees or agents. If Tenant cannot operate the Baseball Stadium because of contamination of the Premises or surrounding property by hazardous waste or materials not caused by Tenant or its employees or agents, Tenant shall have the right to terminate this Lease without further liability hereunder. XVIII. OTHER PROVISIONS. A. Surrender of Premises. At the expiration of the term of this Lease, or at the earlier termination of this lease, Tenant shall surrender the Premises in good condition, reasonable wear and tear excepted. B. Intentionally Deleted. C. Liens and Solvency. Tenant shall keep the Premises free from any liens arising out of any work performed, materials furnished or obligations incurred by Tenant and hold City harmless therefrom including all costs and attorney's fees. In the event Tenant becomes insolvent, voluntarily or involuntarily bankrupt, Page 88 of 103 -23- MLB Comments 7/19/23 Formatted: Tab stops: Not at 3.25" or if a receiver, assignee or other liquidating officer is appointed for the business of Tenant, then City may, subject to Section I.B, cancel this Lease at City's option and Tenant shall nevertheless be liable for any further losses or damages sustained by City so caused by Tenant. D. Assignment. Tenant shall have the right to assign this Lease or let or sublet the whole or part of the Premises with the written consent of City, which consent may not be unreasonably withheld. Notwithstanding the foregoing, City shall consent to any assignment or sublease of this Lease by Tenant: (a) to any entity controlled by Tenant that owns the Team; and (b) to any purchaser of the Team that (i) has been approved by the Major League BaseballMLB PDL, and (ii) holds a franchise to operate such team by the Northwest League, (or a successor league), and (iii) has retained a management team with prior experience managing a professional sports team to operate such team. Any purported assignment or sublet shall be of no effect if not consented to by City. Any assignment or sublet of this Lease shall not extinguish or diminish the liability of Tenant hereunder. E. Non-Waiver. The failure of either party to insist upon strict performance of any of the covenants and agreements of this Lease, or to exercise any option herein conferred in any one or more instances, shall not be construed to be a waiver or relinquishment of any such, or any other covenants or agreements, but the same shall be and remain in full force and effect. F. Costs and Attorney's Fees. All costs and expenses, including attorneys' fees at trial and on appeal in a reasonable amount, incurred by City or by Tenant in enforcing the obligations of Tenant or City under this Lease, shall be paid by the defaulting party to the prevailing party upon demand. The venue of any legal action brought under the terms of this Lease shall be in the county in which the Premises are situated. G. Transfer by City. If City shall assign its interest under this Lease or transfer its interest in the Premises, such transferee shall be required to assume all obligations of City under this Lease, City shall be relieved of any obligation accruing hereunder after such assignment or transfer, and such transferee shall thereafter be deemed to be City hereunder. H. Heirs and Successor. Subject to the provisions hereof pertaining to assignment and subletting, the covenants and agreements of this Lease shall be binding upon the heirs, legal representatives, successors and assigns of any or all of the parties hereto. I. Holdover. If Tenant shall, with the written consent of City, holdover after the expiration of this Lease, such tenancy shall be on a month-to-month tenancy, which tenancy may be terminated by either party upon twenty (20) days’ notice to the other party. During such tenancy Tenant agrees to pay to City the same Page 89 of 103 -24- MLB Comments 7/19/23 Formatted: Tab stops: Not at 3.25" rental as provided herein, unless a different rent is agreed upon, and to be bound by all of the applicable terms and conditions of this Lease. J. Mutual Release and Waiver. To the extent a loss is covered by insurance in force, City and Tenant hereby mutually release each other from liability and waive all right of recovery against each other for any loss from perils insured against under their respective fire or other insurance policies, including any causes of loss forms attached thereto; provided, that this agreement shall be inapplicable if it would have the effect of invalidating any insurance coverage of City or Tenant K. Notices. All notices under this Lease shall be in writing and shall be deemed to have been duly given if personally delivered, sent by confirmed electronic, overnight courier services or registered or certified mail, postage prepaid, and shall be deemed given upon delivery if personally delivered, upon the earlier of actual receipt or one day after it is sent, if sent by overnight courier or confirmed electronic, or three days after it is sent by registered or certified mail. All notices or other communications shall be made as follows: If to City: City of Pasco Attn: City Manager 525 North 3rd Avenue Pasco, WA 99301 Facsimile No.: (509) 545-3403 (include e-mail address and do you want a copy to be sent to Legal ?) And Kerr Ferguson, PLLC Attn: Eric Ferguson 7025 Grandridge Blvd. Ste. A Kennewick, WA 99336-7724 (e-mail: eferguson@kerrlawgroup.net) If to Tenant: Northwest Baseball Ventures I, LLC Attn: President 6200 Burden Blvd. Pasco, WA 99301 Facsimile No.: (509) 547-9570 (include e-mail address?) L. Compliance with Laws. All operations or act1v1ties upon, or any use or occupancy of the Baseball Stadium and Premises, or any portion thereof, by Tenant or any person claiming through Tenant shall be in all material respects in compliance with all state, federal and local laws, ordinances, rules, regulations, permits, standards, and requirements. Page 90 of 103 -25- MLB Comments 7/19/23 Formatted: Tab stops: Not at 3.25" M. Indemnification. 1. Tenant agrees to and shall indemnify, defend and hold City, City's successors and assigns, and the, officers, employees, agents and contractors of City, harmless from and against any and all claims (including without limitation third parry claims for death, personal injury or real or personal property damage), actions, administrative proceedings (including both formal and informal proceedings), judgments, damages, punitive damages, penalties, fines, costs, liabilities (including sums paid in settlements of claims), interest or losses, including reasonable attorneys' and paralegals' fees and expenses (including any such fees and expenses incurred in enforcing this Agreement or collecting any sums due hereunder), consultant fees, and expert fees, together with all other costs and expenses of any kind or nature that arise directly or indirectly from or in connection with (i) Tenant's use, occupation and/or control of the Premises during events other than Community Events, and including without limitation any injury or claim of injury to person or property, of any nature and howsoever caused, (ii) from any breach of the terms of this Lease, or (iii) any violation of any governmental or insurance requirements by Tenant, its sublessees, assignees, invitees, agents, employees, contractors, or licensees, provided that such indemnity shall not extend to matters that may arise out of the gross negligence or willful acts of City or City's agents, employees or contractors. 2. City agrees to and shall indemnify, defend and hold Tenant, each MLB PDL Entity, and their respective Tenant's successors and assigns, and the directors, officers, shareholders, employees, agents and contractors of Tenant and each MLB PDL Entity, harmless from and against any and all claims (including without limitation third party claims for death, personal injury or real or personal property damage), actions, administrative proceedings (including both formal and informal proceedings), judgments, damages, punitive damages, penalties, fines, costs, liabilities (including sums paid in settlements of claims), interest or losses, including reasonable attorneys' and paralegals' fees and expenses (including any such fees and expenses incurred in enforcing this Agreement or collecting any sums due hereunder), consultant fees, and expert fees, together with all other costs and expenses of any kind or nature that arise directly or indirectly from or in connection with (i) City's use, occupation and/or control of the Premises during a Community Event, and including without limitation any injury or claim of injury to person or property, of any nature and howsoever caused, (ii) from any City’s breach of the terms of this Lease, or (iii) any acts arising from the gross negligence or willful misconduct of City, provided that such indemnity shall not extend to matters that may arise out of the gross negligence or willful acts of Tenant or Tenant's agents, employees or Page 91 of 103 -26- MLB Comments 7/19/23 Formatted: Tab stops: Not at 3.25" contractors. N. Time is of the Essence of this Lease. Time is of the essence in the performance of all obligations of Tenant and City under this Lease. O. City Approvals. City shall, from time to time, designate one or more people who are authorized on behalf of City to give consents or approvals required of City hereunder. Such designation shall remain effective until such time as City notifies Tenant in writing of a new designee or designees. At the outset, City's designee shall be Adam Lincoln, City Manager. P. Force Majeure. Notwithstanding anything in this Lease to the contrary, each party's obligations to perform under this Lease shall be excused to the extent that such performance is prevented, delayed or rendered impracticable by events beyond that party's reasonable control, provided such party shall have exercised all reasonable efforts to avoid such events. Such events shall include, without limitation, inclement weather, acts of God, strikes, civil commotion, riot, war and any other cause whether similar or dissimilar to those enumerated that is reasonably beyond the control of the party obligated to perform. Force Majeure shall not include financial inability to perform (regardless of the cause) and shall not apply to defaults arising out of the loss by Tenant of its franchise to operate a professional baseball team with the Northwest League. Q. Amendments. Notwithstanding anything herein to the contrary, this Lease may not be amended, supplemented or otherwise modified without the prior receipt of all necessary PDL Approvals. R. Counterparts. This Lease may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Lease or any counterpart may be executed and delivered by electronic transmission with an executed hard copy to follow. IN WITNESS WHEREOF, City and Tenant have executed this Lease the day and year first above written. CITY OF PASCO NORTHWEST BASEBALL VENTURES I, LLC, a Washington Limited Liability Company By: _________________________ By: _________________________ Adam Lincoln, City Manager EXHIBITS AND SCHEDULE: Exhibit A Legal Description of Property Exhibit B List of Included Equipment Page 92 of 103 -27- MLB Comments 7/19/23 Formatted: Tab stops: Not at 3.25" Exhibit C Concourse Exterior Wall Advertising Area Exhibit D Intentionally Blank Exhibit E Field Maintenance Standards Exhibit F Parking Area Schedule 1 Intentionally Blank Schedule 2 MLB Tax Schedule Page 93 of 103 EXHIBIT A Exhibit A Legal Description Pasco Baseball Stadium (without Parking Lot) The South 700 feet of the North 1850 feet of the West 550 feet of the East 1043± feet of the northwest comer of Section 15, Township 9 North, Range 29 East W.M. Franklin County, Washington. Page 94 of 103 EXHIBIT B Exhibit B Baseball Equipment Batting Cage: Full cover batting cage with minimum dimensions of 18' wide, 14' deep and 9' high. It is recommended that the cage be portable and made of aluminum frame to provide maximum maintainability. Field Screens: Pitching Screen: Double Play Screen: First Base Screen: Shag Protector Screen: Thigh x 8' wide with 4' x 4' notch in upper corner. 7' high x 14' wide with hinged wings. 7' high x 8' wide. 7' high x 8' wide. Page 95 of 103 EXHIBIT C Exhibit C Concourse Advertising Area West Side East Side Page 96 of 103 EXHIBIT D Exhibit D Intentionally Blank Page 97 of 103 EXHIBIT E Exhibit E Tri-Cities Baseball Stadium Maintenance Standards PROGRAM FREQUENCY DETAIL Fertilizing April – October Application of complete NPK fertilizer with trace minerals at 7lbs per 1,000 sq. ft. monthly in April, June, July and August. Equivalent to ESN 18-3-15. In October equivalent to 20-2-15 at 7 lbs per 1,000 sq. ft. Apply quick release fertilizer at rate of 7 lbs. per 1,000 sq. ft. in front of pitchers mound or any other worn areas. Aerification May – October Monthly in May, June, July and October. Flag all irrigation heads prior to aerification. Do not aerify clay areas. Mowing March – October March – April mow at 2” height. Two weeks prior to team practice mow at 1-1/2” and maintain until October. Mow playing field minimum of every other day and all other areas twice per week. Edging May – September Edge all base paths and infield perimeter twice per month. Irrigation March – October Irrigate as needed but no less than 4 times per week for 1 hr. Immediately repair system as needed. Chemical Applications March – November Identify turf problems and correct immediately. Apply fungicide 1st week of November. Apply penetrating agent or other chemicals as needed. Game Day Field Preparation May – September 1. Drag and water infield as needed. 2. Wash loose dirt back into grass at dirt infield grass transition areas. 3. Cover area in front of pitchers mound during practice and pre-game warm up. 4. Drag and clean all red rock warning track areas. 5. Line infield as per baseball standards. 6. Paint outfield out-of-play lines weekly or as needed. Miscellaneous Year Round 1. Apply a minimum of 2 tons soil conditioner to the top 1” of all infield clay areas. 2. Repair safety net and wall pads as necessary. 3. Overseed all areas at the rate of 25 lbs. per acre. Seed mixture to be approved by City based on turf analysis. 4. Spray fence lines with herbicide twice a year or as needed. Page 98 of 103 EXHIBIT F Exhibit F Parking Area -z-z:::=.-...oc=,======::-)• , -IIIIMIN &\-O. I ... .. ..... PARKING LOT Page 99 of 103 SCHEDULE 1 SCHEDULE 1 Intentionally Blank Page 100 of 103 SCHEDULE 2 SCHEDULE2 MLB TAX SCHEDULE • Current – 2030 8.5% Page 101 of 103 QUALITY OF LIFE Promote a high-quality of life through quality programs, services and appropriate investment and re- investment in community infrastructure including, but not limited to: • Completion of Transportation System Master Plan and design standard updates to promote greater neighborhood cohesion in new and re-developed neighborhoods through design elements, e.g.; connectivity, walkability, aesthetics, sustainability, and community gathering spaces. • Completion of the Parks, Recreation and Open Space Plan and development of an implementation strategy to enhance such services equitably across the community. • Completion of the Housing Action and Implementation Plan with a focus on a variety of housing to address the needs of the growing population. FINANCIAL SUSTAINABILITY Enhance the long-term viability, value, and service levels of services and programs, including, but not limited to: • Adopting policies and strategic investment standards to assure consistency of long-range planning to include update of impact fees, area fees to specific infrastructure, and SEPA mitigation measures related to new development, e.g.; schools, traffic, parks, and fire. COMMUNITY TRANSPORTATION NETWORK Promote a highly functional multi-modal transportation system including, but not limited to: • Application of the adopted Transportation System Master Plan including development of policies, regulations, programs, and projects that provide for greater connectivity, strategic investment, mobility, multi -modal systems, accessibility, efficiency, and safety. COMMUNITY SAFETY Promote proactive approaches for the strategic investment of infrastructure, staffing, and equipment including, but not limited to: • Adoption and develop implementation strategies for Comprehensive Fire Master Plan aimed at maintaining the current Washington State Rating Bureau Class 3 community rating. • Collaboration with regional partners to influence strategies to reduce incidences of homeless by leveraging existing resources such as the newly implemented 0.1% mental health sales tax, use of resource navigator programs, and other efforts. • Development of an implementation strategy for the Comprehensive Police Master Plan to support future service levels of the department to assure sustainability, public safety, officer safety, crime control, and compliance with legislative mandates. ECONOMIC VITALITY Promote and encourage economic vitality including, but not limited to: • Implementation of the Comprehensive Land Use Plan through related actions including zoning code changes, phased sign code update, and development regulations and standards. • Completion of Area Master Plans and environmental analysis complementing the Comprehensive Land Use Plan such as Downtown and Broadmoor Master Plans. • Development of an Economic Development Plan, including revitalization efforts. COMMUNITY IDENTITY Identify opportunities to enhance community identity, cohesion, and image including, but not limited to: • Development of a Community Engagement Plan to evaluate strategies, technologies, and other opportunities to further inclusivity, community engagement, and inter-agency and constituent coordination efforts. • Support of the Arts and Culture Commission in promoting unity and the celebration of diversity through art and culture programs, recognition of significant events or occurrences, and participation/sponsorship of events within the community. Page 102 of 103 CALIDAD DE VIDA Promover una calidad de vida alta a través de programas de calidad, servicios, inversiones y reinversiones apropiadas en la infraestructura de la comunidad incluyendo, pero no limitado a: • Terminar el Plan de Transportación para promover más cohesión entre nuestras vecindades actuales y re-desarrolladas a través de elementos de diseño, p.ej. conectividad, transitabilidad, sostenibilidad estética, y espacios para reuniones comunitarias. • Terminar el Plan de los Parques, la Recreación, y los Espacios Vacíos y el desarrollo de una estrategia de implementación para mejorar tales servicios justamente a lo largo de la comunidad. • Terminar el Plan de Acción e Implementación de Viviendas con un enfoque en una variedad de viviendas para tratar las necesidades del aumento en la población. SOSTENIBIILIDAD FINANCIERA Mejorar la viabilidad a largo plazo, el valor, y los niveles de los servicios y los programas, incluyendo, pero no limitado a: • Adoptar las políticas y los estándares de inversión estratégica para asegurar consistencia en la planificación a largo plazo para incluir la actualización de las tarifas de impacto, las tarifas en áreas de infraestructura específica, y las medidas de mitigación SEPA relacionadas con el nuevo desarrollo, p.ej. escuelas, tráfico, parques, e incendios. RED DE TRANSPORTACION COMUNITARIA Promover un sistema de transportación multimodal en alta operación incluyendo, pero no limitado a: • Aplicar el Plan de Transportación que fue adoptado, incluyendo el desarrollo de las políticas, las reglas, los programas, y los proyectos que proporcionan más conectividad, inversión estratégica, movilidad, sistemas multimodales, accesibilidad, eficiencia, y seguridad. SEGURIDAD COMUNITARIA Promover métodos proactivos para la inversión estratégica en la infraestructura, el personal, y el equipo incluyendo, pero no limitado a: • Adoptar y desarrollar estrategias de implementación para el Plan Comprehensivo para Incendios. Con el propósito de mantener la clasificación comunitaria actual en la tercera Clase del Departamento de Clasificación del Estado de Washington. • Colaborar con socios regionales para influenciar estrategias que reduzcan los incidentes de personas sin hogar al hacer uso de los recursos actuales como el impuesto de ventas de 0.1% implementado recientemente para la salud mental, el uso de programas para navegar los recursos, y otros esfuerzos. • Desarrollar una estrategia de implementación para el Plan Comprehensivo de la Policía para apoyar los niveles futuros de servicio del departamento para asegurar la sostenibilidad, la seguridad pública, la seguridad de los policías, el control de crímenes, y el cumplimiento con los mandatos legislativos. VITALIDAD ECONOMICA Promover y fomentar vitalidad económica incluyendo, pero no limitado a: • Implementar el Plan Comprehensivo del Uso de Terreno a través de acciones relacionadas, incluyendo cambios de los códigos de zonificación, actualización en las etapas de los códigos de las señales, y el desarrollo de las reglas y los estándares. • Terminar los Planes de las Áreas y un análisis ambiental el cual complementa al plan integral de uso de la tierra como a los Planes del Centro y de Broadmoor. • Desarrollar un Plan de Desarrollo Económico, el cual incluya esfuerzos de revitalización. IDENTIDAD COMUNITARIA Identificar oportunidades para mejorar la identidad comunitaria, la cohesión, y la imagen incluyendo, pero no limitado a: • Desarrollar un Plan de Participación de la Comunidad para evaluar las estrategias, las tecnologías, y otras oportunidades para promover la inclusividad, la participación de la comunidad, y los esfuerzos interdepartamentales y de coordinación de los constituyentes. • Apoyar a la Comisión de las Artes y Cultura al promover la unidad y la celebración de la diversidad a través de programas de arte y cultura, reconocer eventos o acontecimientos significantes, y participar/patrocinar eventos dentro de la comunidad. Page 103 of 103