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HomeMy WebLinkAbout4446 Resolution - Boys Girls Club Facility Lease Agr Resolution - Boys & Girls Club Lease Agreement - 1 RESOLUTION NO. 4446 A RESOLUTION OF THE CITY OF PASCO, WASHINGTON, AUTHORIZING THE CITY MANAGER TO EXECUTE A LEASE AGREEMENT WITH THE BOYS & GIRLS CLUBS OF BENTON & FRANKLIN COUNTIES FOR THE BUILDING LOCATED AT 801 N 18TH AVE., PASCO, WA. WHEREAS, the City of Pasco (City) is duly authorized to deliver recreational programs tailored to the residents of Pasco, particularly focusing on youth-oriented programs; and WHEREAS, the City has leased City property located at the Old Emerson School (801 N. 18th Ave.) with the Boys & Girls Clubs of Benton & Franklin Counties since 1999; and WHEREAS, the Lease expired December 31, 2019, and the Boys & Girls Club has been paying rent on a monthly basis; and WHEREAS, both parties hereby express their mutual intent to engage in a Lease Agreement, enabling the Lessee's continued occupancy of the Premises; 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 a Lease Agreement with the Boys and Girls Clubs of Benton & Franklin Counties. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PASCO, WASHINGTON: That the City Council of the City of Pasco approves the terms and conditions of the Lease Agreement between the City of Pasco and the Boys & Girls Clubs of Benton & Franklin Counties as attached hereto and incorporated herein as Exhibit A. Be It Further Resolved, that the City Manager of the City of Pasco, Washington, is hereby authorized, empowered, and directed to execute said Lease Agreement on behalf of the City of Pasco; and to make minor substantive changes as necessary to execute the Lease Agreement. Be It Further Resolved, that this Resolution shall take effect immediately. Resolution - Boys & Girls Club Lease Agreement - 2 PASSED by the City Council of the City of Pasco, Washington, on this 6th day of May, 2024. _____________________________ Pete Serrano Mayor ATTEST: APPROVED AS TO FORM: _____________________________ ___________________________ Debra Barham, CMC Kerr Ferguson Law, PLLC City Clerk City Attorneys Lease Agreement Boys & Girls Club Page 1 of 8 LEASE AGREEMENT BOYS & GIRLS CLUB OF BENTON & FRANKLIN COUNTIES THIS LEASE AGREEMENT is effective _________________, by and between the City of Pasco, Washington, a Municipal Corporation, hereinafter referred to as “City ", and the Boys and Girls Club of Benton & Franklin Counties, hereinafter referred to as "Lessee" and collectively the " Parties." WHEREAS, the City is duly authorized to deliver recreational programs tailored to the residents of Pasco, particularly focusing on youth-oriented programs. WHEREAS, the City has been in a lease agreement with the Lessee for the utilization of the Old Emerson School, now known as the Boys and Girls Club Building, since 1999, for the sole purpose of facilitating these services. WHEREAS, the previous lease has reached its expiration and necessitates a comprehensive reassessment and subsequent updates. IN CONSIDERATION of the mutual covenants herein set out, the Parties agree as follows: 1.Description of Premises. The City hereby leases to Lessee approximately 21,388 square feet of space, as shown on the attached Exhibit "A", at the Boys and Girls Club Building which is located at 801 N 18th Ave, Pasco, Washington. 2.Term. Commence on the execution day and shall continue until such time as a lease has been negotiated between the parties or, December 31, 2044, whichever shall first occur, unless extended by written mutual agreement between the Parties. 3.Rent. The Lessee shall pay the City as rent for the premises, one dollar ($1.00) per month plus leasehold excise tax as applied by DOR during the term of this lease agreement. Such payment shall be rendered on or before the final day of each month throughout the term of this lease agreement. 4.Leasehold Excise Tax Credit. The City will provide a monthly credit, equivalent to the leasehold excise tax amount, for all improvements undertaken by the lessee on the facility until full reimbursement to the lessee or termination of the agreement, whichever occurs first. In the event of lease termination, Section 11 remains applicable. EXHIBIT A Lease Agreement Boys & Girls Club Page 2 of 8 5. Use. The Lessee shall use the premises only for the provision of recreational and educational services and programs for youths; provided, however, that the Lessee may use the premises for any other purpose with the City’s advance written consent. 6. Condition and Maintenance. a. The Lessee 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 Lessee 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 Lessee 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 Lessee 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). 7. Surrender of Premises. On the termination date of the lease, the Lessee 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 Lessee and not required by the City to be removed by the Lessee. 8. Utilities. The Lessee shall pay for all water, gas, heat, light, power, telephone and other utilities and services supplied to the premises for the benefit of the Lessee. 9. Taxes and Assessments. a. The premises currently are exempt from general real estate taxes. 10. Access to Premises. Notwithstanding the Lessee'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 Lessee's use of the premises. 11. Alterations and Improvements. a. The Lessee 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. Lease Agreement Boys & Girls Club Page 3 of 8 b. The Lessee 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. c. Any addition or improvement made to the premises by the Lessee and not removed shall upon termination of the lease belong to and become property of the City. Nothing shall be removed which will affect the structural integrity of the building. d. Upon termination on the agreement, the City and lessee shall assess any improvements made by the lessee to ascertain eligibility for reimbursement, accounting for depreciation on the said improvements. The determination shall be formalized in writing and signed by both parties. 12. Indemnity/Hold Harmless. Lessee shall defend, indemnify, and hold harmless the the City, its officers, officials, employees and volunteers from and against any and all claims, suits, actions, or liabilities for injury or death of any person, or for loss or damage to property, which arises out of Lessee's use of premises, or from the conduct of Lessee's business, or from any activity, work or thing done, permitted, or suffered by Lessee in or about the premises, except only such injury or damage as shall have been occasioned by the sole negligence of the City. 13. Insurance. The Lessee shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the Lessee's operation and use of the leased premises. a. Minimum Scope of Insurance. Lessee shall obtain insurance of the types described below. i. Commercial General Liability insurance shall be written on Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover premises and contractual liability. The City shall be named as an insured on Lessee's Commercial General Liability insurance policy using ISO Additional Insured-Managers or Lessors of Premises Form CG 20 11 or a substitute endorsement providing equivalent coverage. ii. Property insurance shall be written on an all-risk basis. b. Minimum Amounts of Insurance. Lessee shall maintain the following insurance limits: i. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. ii. Property insurance shall be written covering the full value of Lessee's property and improvements with no coinsurance provisions. Lease Agreement Boys & Girls Club Page 4 of 8 c. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions for Commercial General Liability insurance: i. The Lessee's insurance coverage shall be primarily insurance as respects the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Lessee's insurance and shall not contribute with it. ii. The Lessee's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. d. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. e. Verification of Coverage. Lessee shall furnish the City with original certificates and a copy of the mandatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Lessee. f. Waiver of Subrogation. Lessee and the 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 or said building. This release shall apply only to the extent that such claim, loss or liability is covered by insurance. g. City’s Property Insurance. The City shall purchase and maintain during the term of the lease all-risk property insurance covering the buildings for their full replacement value without any coinsurance provisions. Lessee shall comply with all insurance regulations so that the lowest fire, lightening, explosion, extended coverage, and liability insurance rates may be obtained. Nothing shall be done or kept in or on the premises by Lessee which will cause an increase in the premium for any such insurance of the premises or on any building of which the premises are a part or on any contents located therein, over the rate usually obtained for the property use of the premises permitted by this lease or which will cause cancellation of any such insurance. In the event the Lessee's use of the premises is responsible for an increase in the insurance rates on the building of which the premises are a part, then in such event, Lessee agrees to pay any resulting increase in premiums on such building. 14. Damage to Property on Premises. Lessee agrees that all property of every kind and description kept, stored, or placed in or on the premises shall be at Lessee's sole risk and hazard and that the City shall not be responsible for any loss or damage to any of such property resulting from fire, explosion, water, steam, gas, electricity, or the elements, whether or not originating in the premises, caused by or from leaks or defects in or breakdown of plumbing, piping, wiring, hearing, or any other facility, equipment, or fixtures or any other cause or act except resulting from the gross negligence of the City or anyone for whom the City may be responsible. Lease Agreement Boys & Girls Club Page 5 of 8 15. Damage by Casualty. In case the leased premises shall be destroyed or shall be so damaged by fire or other casualty, as to become untenantable, then in such event, at the option of the City, this lease shall terminate from the date of such damage or destruction and the Lessee shall immediately surrender such premises and all interest therein to the City, and Lessee shall pay rent only to the time of such surrender. The City shall exercise such option to terminate this lease by notice in writing delivered to Lessee within ten (10) days after such damage or destruction. In case the City shall not elect to terminate this lease, in such event, this lease shall continue in full force and effect and the City shall repair the leased premises with all reasonable promptitude, placing the same in as good a condition as they were at the time of the damage or abate in proportion to the extent and duration of untenantability. In either event Lessee shall remove all rubbish, debris, merchandise, furniture, equipment, and other personal property, within ten (10) days after the request of the City. If the leased premises shall be only slightly injured by fire or the elements, so as not to render the same untenantable and unfit by occupancy, then the City shall repair the same within a reasonable time, and in that case the rent shall not abate. No compensation or claim shall be made by or allowed to the Lessee by reason of any inconvenience or annoyance arising from the necessity of repairing any portion of the building or the leased premises, however, the necessity may occur. 16. Public Requirements. Lessee shall comply with all laws, orders, ordinances, and other public requirements now or hereafter affecting the premises or the use thereof and save the City harmless from expense or damage resulting from failure to do so. The leased premises are not exempted from compliance with zoning or any other municipal codes or ordinances nor from any other requirements of law due to title being in the name of the City. 17. Termination. This lease shall terminate per the terms described in section 2 unless terminated as follows: a. In the event the Lessee is dissolved for any reason, this lease shall automatically terminate on the effective date of such dissolution. b. The City shall have the right to terminate this lease upon written notice to the Lessee of any breach of this agreement, provided that the Lessee has been provided with at least three hundred and sixty-five (365) days in which to cure the alleged breach upon the giving of written notice thereof by the City. 18. Assignment. The Lessee may not sub-let or assign its interest in this lease without the consent of the City. This lease is personal to the Lessee. 19. Dispute Resolution. In the event of a dispute regarding the terms, interpretation or breach of this Agreement, the parties shall first meet in a good faith to resolve the dispute. In the event the dispute cannot be resolved by agreement of the parties either with or without the assistance of mediation, said dispute shall be resolved by arbitration pursuant to RCW 7.04A, as amended, with both parties waiving the right of a jury trial upon trial de novo, with Lease Agreement Boys & Girls Club Page 6 of 8 venue being placed in Pasco, Franklin County, Washington. The substantially prevailing party shall be entitled to its reasonable attorney fees and costs as additional award and judgment against the other. 20. Notices. Any notice hereunder shall be sufficient if sent by registered or certified mail, addressed to Lessee and the City at the following: Lessee Boys & Girls Club of Benton & Franklin Counties PO Box 1322 Pasco, WA 99301 City City of Pasco – City Manager’s Office PO Box 293 Pasco, WA 99301 Receipt of any notice shall be deemed effective three (3) days after deposit of written notice in the U.S. mail, with proper postage and properly addressed. 21. Integration. This Agreement between the parties consists in its entirety of this document and any exhibits, schedules or attachments. Any modification of this Agreement or change order affecting this Agreement shall be in writing and signed by both parties. 22. Authorization. By signature below, each party warrants that they are authorized and empowered to execute this Agreement binding the City and the Lessee respectively. IN WITNESS WHEREOF, the parties have hereunto set their hand as of the date first written above. CITY OF PASCO, WASHINGTON BOYS AND GIRLS CLUBS OF BENTON & FRANKLIN COUNTIES Adam Lincoln, City Manager Brian Ace, Director of Operations APPROVED AS TO FORM: Kerr Ferguson Law, PLLC, City Attorney STATE OF WASHINGTON ) :ss Lease Agreement Boys & Girls Club Page 7 of 8 County of Franklin ) On this day personally appeared before me ADAM LINCOLN, City Manager for the City of Pasco, Washington, 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 ____________, 2024. _______________________________________ 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 BRIAN ACE, Executive Director/CEO for Boys and Girls Club of Benton and Franklin Counties, 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 ____________, 2024. _______________________________________ Notary Public in and for the State of Washington Residing at ______________________________ My Commission Expires___________________ Lease Agreement Boys & Girls Club Page 8 of 8 EXHIBIT A SITE MAP 18th Avenue Stadium