HomeMy WebLinkAboutBoys and Girls Club Pasco Branch - Lease for Old Emerson School 1999-2019Boys and Girls Club
Lease With City for Old Emerson School
This Lease Agreement is made and entered into this 71' day of June, 1999 between
the City of Pasco, a municipal corporation of the State of Washington (hereinafter
referred to as City) and the Boys and Girls Club of Benton -Franklin Counties, Pasco
Branch, a Washington non-profit corporation (hereinafter referred to as Corporation).
City and Corporation are sometimes jointly referred to as the Parties.
I. RECITALS.
Whereas, the City is authorized to provide recreation programs for the citizens of
Pasco and the City has recognized the need for further programs for its youth, and in
particular those youth at risk for criminal activity and of poor school performance;
and
Whereas, the City is limited in its financial and staffing resources to provide
needed recreational programs and the Corporation is organized specifically for the
purpose of addressing and meeting the needs of school -aged youth and in particular
those youth at risk for difficulties in the schools and involvement in criminal
activities; and
Whereas, the City the Corporation and the Pasco School District are working
cooperatively to renovate the Old Emerson School preparatory to transfer of title from
the District to the City for community recreation purposes; and
Whereas, upon completion of the renovation of the Old Emerson School, the
Corporation desires to occupy the Old Emerson School and vacate the Community
Center, now, therefore,
In consideration of the mutual covenants and provisions contained in this
agreement, and for other valuable consideration the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. PREMISES.
a) The City leases to Corporation and Corporation leases from City, for the
term stated in paragraph 2, the building commonly known as the Old
Emerson School as shown on the site map attached hereto as Exhibit "A",
hereinafter "Premises") including a right to use the adjoining improved
parking lot and attendant walkways and grounds pursuant to the agreement
between the City of Pasco and the Pasco School District dated
.5 Jecw.' /992 , and attached hereto as Exhibit "B".
b) The City reserves the right to exclusive use of the one classroom in the
south wing together with access to restrooms and the gymnasium when
such use does not conflict with activities of the corporation for the "Krayola
Kids" program or similar program. In the event the City ceases such
programming, the Corporation shall be entitled to the use of such space.
c) With the prior approval of the Corporation, the City further reserves the
right to use of the premises for recreational programs and activities at such
times and in such areas of the premises so as such recreational programs
and activities do not conflict with or interfere with the programs provided or
administered by the Corporation. Such approval shall not be unreasonably
withheld. The City Recreation Services Manager shall coordinate such City
use with the Corporation.
2. Term. The term of this lease shall be for twenty (20) years commencing on the
date of occupancy of the premises and ending December 31, 2019.
3. Occupancy. Prior to occupancy by the Corporation, certain improvements, as
shown on Exhibit "C", attached, must be completed. Corporation may occupy the
premises following the completion of said improvements and with the agreement of
City. It is anticipated that improvements will be completed approximately September
1, 1999.
4. Rent. The Corporation shall pay the City as rent for the premises, ten dollars
($10.00) per year for each year during the term of this lease beginning with calendar
year 2000. The rent shall be payable on or before the fifteenth day of January in each
year.
5. Additional Consideration. In consideration of moneys advanced by the City to
complete the improvements to the building, as specified in Exhibit "C", Corporation
agrees to repay to the City for all amounts expended in excess of $165,000 (which
amount shall not exceed $22,081.28 without prior written authorization by
Corporation) according to the following schedule.
Repayment Date
Within 30 days of Occupancy
(approximately October 1, 1999)
The 1st of each month following the
month of occupancy
(approximately November 1, 1999)
for a total of 5 months
Amount
$10, 000
1/5 of original balance
advanced less $10,000
6. Termination of Prior Lease. Following Corporation's occupancy of the demised
premises and its vacation of the Community Center, that certain lease between the
City and the Corporation for the Community Center shall be terminated and of no
further force and effect.
7. Use. The Corporation shall use the premises only for the provision of
recreational and educational services and programs for youth; provided, however, that
the Corporation may use the premises for any other purpose with the City's advance
written consent.
8. Condition and Maintenance.
a) The Corporation has inspected the premises, is familiar with the present
condition of the premises and agrees to accept the premises in that condition
at the commencement of the term.
b) The Corporation shall at its own expense, provide adequate janitorial
service for the premises, which shall include keeping the premises in a clean
condition, free of accumulations of dirt, rubbish and unlawful obstructions.
c) The Corporation shall at its own expense, also keep in good condition and
repair, the interior of the premises, including electrical, heating and cooling
systems, plumbing and all entrance ways and sidewalks leading to the
interior of the premises. To that end, the Corporation shall at its own
expense provide customary maintenance to the portions of the premises as
reasonably required under the circumstances and make any necessary major
repairs or replacement of systems (i.e., heating and cooling).
9. Surrender of Premises. On the termination date of the lease, the Corporation
shall surrender the premises to the City in the same condition as when received,
excepting, however, damage by the elements, ordinary wear and tear and additions or
alterations made by the Corporation and not required by the City to be moved by the
Corporation.
10. Utilities. The Corporation shall pay for all water, gas, heat, light, power,
telephone and other utilities and services supplied to the premises for the benefit of
the Corporation.
a) The parties acknowledge that the utility costs of that portion of the
premises reserved by the City under paragraph Lb. above are not separately
ascertainable from the utility costs of the property as a whole; accordingly,
the City shall reimburse the Corporation upon receipt of itemized billing
from the Corporation each month during the term of the City's continued
exclusive use of such space, a pro-rata share of the utility costs to be
determined based on the percentage of building use by City.
11. Taxes and Assessments. The premises currently are exempt from general real
estate taxes. The Corporation shall be responsible for the payment of any State
Leasehold Taxes assessed by the State of Washington due to the Corporation's lease
of the premises.
12. Access To Premises. Notwithstanding the Corporation's use and control of the
premises, the City and its agents and employees and independent contractors
designated by the City, shall have the right to enter in or upon the premises at any
time during the time of the lease for the purpose of inspecting or repairing the
premises, provided, however, that in entering upon the premises the person shall not
unreasonably interfere with the Corporation's use of the premises.
13. Alterations and Improvements. The Corporation shall not be permitted to
make alterations and additions to the premises without the written approval of the
City. Such approval shall not be unreasonably withheld. The Corporation may
remove any alteration or improvement, if it wishes, upon termination of the lease
provided it restores the premises to substantially the same condition as it was on the
first day of the lease subject to damage by the elements and ordinary wear and tear.
The Corporation shall remove any improvement and alteration upon termination of
this lease if so requested in writing by the City. Any addition or improvement made to
the premises by the Corporation and not removed shall upon termination of the lease
belong to and become property of the City without cost to the City. Nothing shall be
removed which will affect the structural integrity of the building.
14. Parking Lot. During the term of this lease the City shall provide to the
Corporation, access to the premises from the adjacent improved parking lot and use
of said lot subject to the City's rights pursuant to its agreement with the Pasco School
District, attached hereto as Exhibit "B".
15. Insurance.
a) Liability and Property Damage Insurance. Corporation, at the expense of
Corporation, shall keep in force, during the term of this lease, insurance
issued by a responsible insurance company and in a form acceptable to the
City Manager, for the protection of City against all liabilities, judgments,
costs, damages and expenses which may accrue against, be charged to, or
recovered from City by reason of damage to the property of, injury to or
death of any person or persons on account of any activity which may occur
on the demised premises by Corporation. The policy or policies shall be in
an amount of not less than one million dollars ($1,000,000.00) with respect
to any one person and one hundred thousand dollars ($100,000.00) with
respect to property damage, provided that this coverage may be limited by
the usual and customary limitations and conditions contained in standard
owners -landlord -tenant policies written by the majority of stock or mutual
insurance companies doing business in the State of Washington.
b) The placement and storage of personal property on said premises by the
Corporation shall be the responsibility, and at the sole risk, of the
Corporation.
c) Fire Insurance. Each party shall keep its interest in the demised
premises, the buildings in which the demised premises are located, and the
equipment and fixtures and other property located in the demised premises,
insured at its own expense against fire, extended coverage and other risks
which it may choose in an amount equal to one hundred percent of
insurable value, by policies issued by responsible insurance companies and
in a form acceptable to the City Manager. All policies of fire insurance
required to be carried by City shall contain a waiver of subrogation by the
insurer against Corporation. All policies of fire insurance required to be
carried by Corporation shall contain a waiver of subrogation by the insurer
against City. All policies carried by City shall provide that, in the event of a
loss, all payments under them shall be made solely to City. All policies
carried by Corporation shall provide that, in the event of a loss, all payments
shall be made solely to Corporation.
d) Policies of Insurance. The original of all insurance policies required to be
carried by Corporation shall be submitted to City on request at all
reasonable hours for inspection, and certificates of this insurance shall be
delivered to the City Manager from time to time as the policies are written,
and all the certificates shall contain a provision that the respective insurers
will not cancel the insurance coverage required under this lease without
giving thirty (30) days prior written notice to City. At all times the
Corporation is operating any of its business operations under the lease, it
shall maintain in full force valid insurance of the kind and in the amounts
and with the type of companies required by this lease. All insurance policies
required to be furnished by Corporation under this agreement may be
blanket policies covering the demised premises and other properties owned
and operated by Corporation.
e) Hold Harmless. The Corporation agrees that it shall indemnify, defend
and hold the City of Pasco harmless from all losses, damages and expenses
of third parties arising out of the Corporation's use of the premises for the
purposes permitted herein, except to the extent such loss, damages or
expenses are due to the sole negligence of the City, its officers or employees.
16. Termination. This lease shall terminate on December 31, 2019 unless sooner
terminated as follows:
a) In the event the Corporation is dissolved for any reason, this lease shall
automatically terminate on the effective date of such dissolution.
b) Either party shall have the right to terminate this lease on any
anniversary date upon one (1) year's prior advance written notice to the
other party.
c) The City shall have the right to terminate this lease upon written notice to
the Corporation of any breach of this agreement, provided that the
Corporation has been provided with at least thirty (30) days in which to cure
the alleged breach upon the giving of written notice thereof by the City.
17. Assignment. The Corporation may not sub -let or assign its interest in this
lease without the consent of the City. This lease is personal to the Corporation.
18. Notices. Each notice or other communication which may be or is required to be
given under this lease shall be in writing and shall be deemed to have been property
given when delivered personally during the normal business hours of the party to
whom such communication is directed or when sent by United States registered or
certified mail, return receipt requested, postage pre -paid, to the appropriate one of the
following addresses as may be designated by the appropriate party:
City:
City Manager
City Hall
525 North Third Avenue
Pasco WA 99301
Corporation:
19. Dispute Resolution. The parties covenant to attempt dispute resolution by
mutual agreement of the President of the Corporation, or designee, and the City
Manager, or designee. Failing mutual agreement, however, disputes may be resolved
by either party submitting the matter in dispute to resolution by the Superior Court of
the State of Washington for Franklin County, each party, regardless of outcome, to
bear its full costs and fees incident to such dispute resolution.
In Witness Whereof, each of the parties has caused this lease agreement to be
executed by authorized officers as of the above date.
Charles D. Kilbury,
Attest: Approved As To Form:
Catherine D. Seaman, Deputy City Clerk Leland B. Kerr, City Attorney
Boys and Girls Clubs of Benton -Franklin Counties:
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