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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: '0 (;; �PceCA_�AN4- _ Gort�tar Secretary rye fiy cc m�cr�� ram. 4 0 Mo W