HomeMy WebLinkAbout2025.02.03 Council Meeting Packet
AGENDA
City Council Regular Meeting
7:00 PM - Monday, February 3, 2025
Pasco City Hall, Council Chambers & Microsoft Teams Webinar
Page
1. MEETING INSTRUCTIONS for REMOTE ACCESS - Individuals, who would
like to provide public comment remotely, may continue to do so by filling out
the online form via the City’s website (www.pasco-wa.gov/publiccomment)
to obtain access information to comment. Requests to comment in meetings
must be received by 4:00 p.m. on the day of this meeting.
To listen to the meeting via phone, call 1-332-249-0718 and use access
code 453 132 855#.
City Council meetings 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.
2. CALL TO ORDER
3. ROLL CALL
(a) Pledge of Allegiance
4. CONSENT AGENDA - All items listed under the Consent Agenda are
considered to be routine by the City Council and will be enacted by roll call
vote as one motion (in the form listed below). There will be no separate
discussion of these items. If further discussion is desired by
Councilmembers, the item may be removed from the Consent Agenda to the
Regular Agenda and considered separately.
5 - 20 (a) Approval of Meeting Minutes for January 21st and January 27th
To approve the minutes of the Pasco City Council Regular Meeting
held on January 21, 2025, and Special Meeting and Regular
Workshop held on January 27, 2025.
21 - 22 (b) Bills and Communications - Approving Claims in the Total
Amount of $11,213,597.17)
Page 1 of 150
To approve claims in the total amount of $11,213,597.17
($9,820,790.56 in Check Nos. 269211 - 269640; $143,203.21 in
Electronic Transfer Nos. 848900 - 848975, 848978 - 849152;
$9,067.69 in Check Nos. 54877 - 54881; $1,240,535.71 in Electronic
Transfer Nos. 30220276 - 30220921.
23 - 43 (c) Resolution No. 4561 - Change Order No. 6 Process Water Reuse
Facility Phase 2 Construction Contract with Tapani
To approve Resolution No. 4561, authorizing the City Manager to
execute Change Order No. 6 with Tapani, Inc. for the Process Water
Reuse Facility Phase 2 Winter Storage Improvements Project.
44 - 55 (d) Resolution No. 4562 - Acceptance of Work for Road 36 Golf
Course Irrigation Line Extension
To approve Resolution No. 4562, accepting work performed by Big
D's Construction of Tri-Cities Inc., under contract for Road 36 Golf
Course Irrigation Line Extension Project.
56 - 73 (e) Resolution No. 4563 - Lease Agreement with INATAI Foundation
for Use of City Facilities
To approve Resolution No. 4563, authorizing the City Manager to
execute a 28-month lease agreement between INATAI Foundation
and the City of Pasco for storage space at 403 W. Lewis St. Pasco,
WA.
(RC) MOTION: I move to approve the Consent Agenda as read.
5. PROCLAMATIONS AND ACKNOWLEDGEMENTS
6. PUBLIC COMMENTS - The public may address Council on any items
unless it relates to a scheduled Public Hearing. This item is provided to
allow the opportunity to bring items to the attention of the City Council or to
express an opinion on an issue. Its purpose is not to provide a venue for
debate or for the posing of questions with the expectation of an immediate
response. Some questions require consideration by Council over time and
after a deliberative process with input from a number of different sources;
some questions are best directed to staff members who have access to
specific information. Citizen comments will normally be limited to three
minutes each by the Mayor. Those with lengthy messages are invited to
summarize their comments and/or submit written information for
consideration by the Council outside of formal meetings. Lastly, when called
upon, please state your name and city or county residency into the
microphone before providing your comments.
7. REPORTS FROM COMMITTEES AND/OR OFFICERS
(a) Verbal Reports from Councilmembers
Page 2 of 150
74 - 97 (b) Franklin County Conservation District Presentation (10 minutes)
Presentation - Kara Kaelber, Manager, Franklin Conservation District
8. HEARINGS AND COUNCIL ACTION ON ORDINANCES AND
RESOLUTIONS RELATING THERETO
9. ORDINANCES AND RESOLUTIONS NOT RELATING TO HEARINGS
98 - 107 (a) *Resolution No. 4564 - Acceptance of Work for Broadmoor Area
Tax Increment Financing Improvements Utility Package Phase
1B Project (5 minutes)
MOTION: I move to approve Resolution No. 4564, accepting the work
performed by Goodman & Mehlenbacher Enterprises, Inc., under
contract for the Broadmoor Area Tax Increment Financing (TIF)
Improvements – Utility Package Phase 1B project.
108 - 119 (b) *Resolution No. 4565 - Bid Award for Broadmoor Area Tax
Increment Financing Improvements - Sandifur Pkwy/Rd 108
Extension Project (5 minutes)
MOTION: I move to approve Resolution No. 4565, awarding bid for
Project No. 23 552 for the Sandifur Pkwy/Rd 108 Extension Project to
Culbert Construction of Pasco, Washington and, further, authorize the
City Manager to execute the contract documents.
120 - 147 (c) Resolution No. 4566 - Authorizing the Interim City Manager to
Execute Purchase and Sale Agreement to Purchase 321 W Lewis
St (5 minutes)
MOTION: I move to approve Resolution No. 4566, ratifying the
purchase and sale agreement with West Pasco LLC for purchase of
321 West Lewis Street, Pasco, WA.
10. UNFINISHED BUSINESS
11. NEW BUSINESS
148 (a) Cancellation of the February 10, 2025, Council Workshop (1
minute)
MOTION: I move to approve the cancellation of the regularly
scheduled Council Workshop set for February 10, 2025.
12. MISCELLANEOUS DISCUSSION
13. EXECUTIVE SESSION
Page 3 of 150
14. ADJOURNMENT
15. ADDITIONAL NOTES
(a) (RC) Roll Call Vote Required
* Item not previously discussed
Q Quasi-Judicial Matter
MF# “Master File #....”
149 - 150 (b) Adopted Council Goals (Reference Only)
(c) 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
City 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 4 of 150
AGENDA REPORT
FOR: City Council January 29, 2025
TO: Richa Sigdel, Deputy City Manager City Council Regular
Meeting: 2/3/25
FROM: Debra Barham, City Clerk
City Manager
SUBJECT: Approval of Meeting Minutes for January 21st and January 27th
I. ATTACHMENT(S):
1.21.2025 and 1.27.2025 Draft Council Minutes
II. ACTION REQUESTED OF COUNCIL / STAFF RECOMMENDATIONS:
To approve the minutes of the Pasco City Council Regular Meeting held on
January 21, 2025, and Special Meeting and Regular Workshop held on
January 27, 2025.
III. FISCAL IMPACT:
None
IV. HISTORY AND FACTS BRIEF:
V. DISCUSSION:
Page 5 of 150
MINUTES
City Council Regular Meeting
7:00 PM - Tuesday, January 21, 2025
Pasco City Hall, Council Chambers & Microsoft Teams Webinar
CALL TO ORDER
The meeting was called to order at 7:00 PM by Pete Serrano, Mayor.
ROLL CALL
Councilmembers present: Pete Serrano, David Milne, Blanche Barajas, Melissa
Blasdel, Charles Grimm, Peter Harpster, and Leo Perales
Councilmembers attending remotely:
Councilmembers absent: None
Staff present: Adam Lincoln, City Manager; Richa Sigdel, Deputy City Manager;
Angela Pashon, Assistant City Manager; Darcy Buckley, Finance Director; Kevin
Crowley, Fire Chief; Eric Ferguson, City Attorney; Craig Raymond, Deputy
Community & Economic Development Director; Jesse Rice, Parks & Recreation
Director; Brent Cook, Deputy Police Chief; Maria Serra, Public Works Director;
and Debby Barham, City Clerk
The meeting was opened with the Pledge of Allegiance.
CONSENT AGENDA
Approval of Meeting Minutes for January 6th and January 13th
To approve the minutes of the Pasco City Council Regular Meeting held on
January 6, 2025 and Regular Workshop held on January 13, 2025.
Bills and Communications - Approving Claims in the Total Amount of
$6,929,621.42
To approve claims in the total amount of $6,929,621.42 ($4,996,564.82 in Check
Nos. 268932 - 269210; $714,408.86 in Electronic Transfer Nos. 848893, 848976,
848977; $3,315.18 in Check Nos. 54873 - 54876; $1,215,332.56 in Electronic
Page 1 of 9Page 6 of 150
Transfer Nos. 30219634 - 30220275).
Resolution No. 4554 - Project Acceptance for the Burns Road Restriping
Project
To approve Resolution No. 4554, accepting work performed by Pavement Surface
Control, under contract for the Burns Road Restriping project.
Resolution No. 4555 - Change Order No. 12 for the West Pasco Water
Treatment Plant Phase 2
To approve Resolution No. 4555, authorizing the City Manager to execute
Change Order No. 12 to the construction contract with Apollo, Inc. for the West
Pasco Water Treatment Plant Improvements Phase 2 project.
Resolution No. 4556 - Bid Award for Broadmoor Area Tax Increment
Financing Improvements - Sandifur Pkwy/Broadmoor Blvd Intersection
Improvements Project
To approve Resolution No. 4556, awarding the construction contract for Bid No.
24600 Sandifur Pkwy/Broadmoor Blvd Intersection Improvements Project to
Tapani, Inc., of Richland, Washington, in the amount of $4,286,821.62, and
further, authorize the City Manager to execute the contract documents.
Resolution No. 4557 - Northwest Code Professionals Personal Services
Agreement for Plan Review and Inspection Services
To approve Resolution No. 4557, authorizing the City Manager to execute a
Personal Services Agreement with Northwest Code Professionals for plan review
and inspection services.
MOTION: Mayor Pro Tem Milne moved, seconded by Councilmember Blasdel
to approve the Consent Agenda as read.
RESULT: Motion carried unanimously by roll call vote. 7-0
AYES: Mayor Serrano, Mayor Pro Tem Milne, Councilmember
Barajas, Councilmember Blasdel, Councilmember
Grimm, Councilmember Harpster, and Councilmember
Perales
PUBLIC COMMENTS
Michelle Andres, Pasco resident, commented on Sylvester Street speed limit,
speeding along Court Street, and renewable energy independence.
Mary Mahoney, Pasco resident, commented on bald eagles in the flood plain,
Pasco aquatic center, Capital Improvement Plan (CIP), animal control,
Washington State University issues.
Page 2 of 9Page 7 of 150
Mayor Serrano stated that there was a request to move the Draft HAPO Center
Master Plan presentation up in the agenda.
MOTION: Councilmember Perales moved, seconded by Councilmember
Blasdel to move agenda item No. 10(a) "Presentation - Draft HAPO Center
Master Plan" to the end of the Public Comments section.
RESULT: Motion carried unanimously. 7-0
AYES: Mayor Serrano, Mayor Pro Tem Milne, Councilmember
Barajas, Councilmember Blasdel, Councilmember
Grimm, Councilmember Harpster, and Councilmember
Perales
Presentation - Draft HAPO Center Master Plan
Mr. Rice introduced Larry Leasure, with the White-Leasure Group, Charlie
Johnson with CH Johnson Consulting and Brian Cole with MacKay Sposito, Inc..
Mr. Leasure, Mr. Johnson and Mr. Cole presented the process used in developing
the draft HAPO Center Master Plan. They also discussed the possibilities and
proposed uses for the HAPO Center and Sports Complex.
Mr. Johnson stated that the draft HAPO Center Master Plan will be released on
Friday, January 24, 2025, to Franklin County.
The City Council and the team developing the master plan briefly discussed the
next steps in the process of the master plan. The team will be presenting the
same presentation to the Franklin County Commissioners on Wednesday,
January 22nd in the morning and then to the HAPO Advisory Board in the
afternoon.
REPORTS FROM COMMITTEES AND/OR OFFICERS
Verbal Reports from Councilmembers
Mr. Grimm reported on the Benton-Franklin Council of Governments (BFCOG)
and Franklin County Emergency Management meetings he recently attended
Mr. Harpster reported on the 2025 Mid-Columbia Ag Hall of Fame event he
recently attended.
Mayor Pro Tem Milne Hispanic Chamber of Commerce meeting he recently
attended.
Mayor Serrano reported on the Tri-Cities National Park Committee meeting and
the Washington State Veterans of Foreign Wars event he recently attended.
HEARINGS AND COUNCIL ACTION ON ORDINANCES AND RESOLUTIONS
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RELATING THERETO
Public Meeting & Resolution No. 4558 - Accepting a Notice of Intent to
Commence Annexation Urbach 10% Annexation Petition
Mr. Raymond provided a brief report related to the petition to annex into the City
and to hold a public meeting before Council may consider accepting the notice of
intent to commence the annexation process. He stated that staff is recommending
expanding the annexation to include the expanded boundary.
Mr. Perales asked for clarification regarding the two resolution options and Mr.
Raymond stated that the Resolution - Option B, includes an expanded area for
potential annexation.
MOTION: Mayor Pro Tem Milne moved, seconded by Councilmember Perales
to approve Resolution No. 4558, accepting a notice of intent to commence
annexation proceedings for the Urbach Annexation providing a determination
on the boundary to be annexed, which includes Parcels Nos. 115150079,
115150089 and 115120020, and a portion of the right-of-way of Kau Trail
Road, and whether simultaneous zoning and the assumption of bonded
indebtedness will be required.
RESULT: Motion carried unanimously. 7-0
AYES: Mayor Serrano, Mayor Pro Tem Milne, Councilmember
Barajas, Councilmember Blasdel, Councilmember
Grimm, Councilmember Harpster, and Councilmember
Perales
ORDINANCES AND RESOLUTIONS NOT RELATING TO HEARINGS
Ordinance No. 4754 - The Grove at Broadmoor Rezone from RT to R-4 (Z
2024-005)
Mayor Serrano announced that the the rezone item was a quasi-judicial action
and asked Mr. Ferguson to explain the procedure for quasi-judicial items.
Mr. Ferguson read the quasi-judicial procedure including how the Appearance of
Fairness Doctrine applies to it. Next, he asked all Councilmembers a series of
questions associated with potential conflicts of interest to disclose such potential
conflicts or appearance of conflicts. With no response from the Councilmembers,
he asked if any members of the public were seeking to disqualify a member of
Council from participating in the proceedings. No one came forward.
Mr. Raymond provided a brief report on the proposed rezone.
MOTION: Mayor Pro Tem Milne moved, seconded by Councilmember Blasdel
to adopt Ordinance No. 4754, amending the zoning classification of certain real
property located on the south side of Burns Road, east of Road 112, north of
Sandifur Parkway, and west of Road 108, in Pasco, Franklin County,
Page 4 of 9Page 9 of 150
Washington, from R-T Residential Transition, to R-4 High Destiny Residential
and, further, authorize publication by summary only.
RESULT: Motion carried unanimously. 7-0
AYES: Mayor Serrano, Mayor Pro Tem Milne, Councilmember
Barajas, Councilmember Blasdel, Councilmember
Grimm, Councilmember Harpster, and Councilmember
Perales
Ordinance No. 4755 - Marroquin Heaton Duarte Rezone from R-S-12 to R-1
(Z 2024-006)
Mayor Serrano announced that the rezone item was a quasi-judicial action and
asked Mr. Ferguson to explain the procedure for quasi-judicial items.
Mr. Ferguson read the quasi-judicial procedure including how the Appearance of
Fairness Doctrine applies to it. Next, he asked all Councilmembers a series of
questions associated with potential conflicts of interest to disclose such potential
conflicts or appearance of conflicts. With no response from the Councilmembers,
he asked if any members of the public were seeking to disqualify a member of
Council from participating in the proceedings. No one came forward.
Mr. Raymond provided a brief report on the proposed rezone.
Councilmembers Grimm, Milne and Harpster provided their thoughts on the
proposed rezone.
MOTION: Mayor Pro Tem Milne moved, seconded by Councilmember Blasdel
to adopt Ordinance No. 4755, amending the zoning classification of certain real
property located on the west side of Road 64 south of Marie Street, in Pasco,
Franklin County, Washington, from R-S-12 Residential Suburban to R-1 Low-
Density Residential and, further, authorize publication by summary only.
RESULT: Motion carried. 4-3
AYES: Mayor Serrano, Councilmember Barajas, Councilmember
Blasdel, and Councilmember Harpster
NAYS: Mayor Pro Tem Milne, Councilmember Grimm, and
Councilmember Perales
Ordinance No. 4756 - Broadmoor Aquatic Facility Rezone from R-T to MU (Z
2024-008)
Mayor Serrano announced that the rezone item was a quasi-judicial action and
asked Mr. Ferguson to explain the procedure for quasi-judicial items.
Mr. Ferguson read the quasi-judicial procedure including how the Appearance of
Fairness Doctrine applies to it. Next, he asked all Councilmembers a series of
questions associated with potential conflicts of interest to disclose such potential
Page 5 of 9Page 10 of 150
conflicts or appearance of conflicts. With no response from the Councilmembers,
he asked if any members of the public were seeking to disqualify a member of
Council from participating in the proceedings.
Mr. Ferguson disclosed that he has had no dealing with this item. However, since
he currently represents both the City of Pasco and the Pasco Public Facilities
District felt that it was important to disclose this information.
Mr. Raymond provided a brief report on the proposed rezone.
MOTION: Mayor Pro Tem Milne moved, seconded by Councilmember Blasdel
to adopt Ordinance No. 4756, amending the Zoning Classification of certain
real property located in the east half of the southeast quarter of Section 7,
Township 9 North, Range 29 east of the Willamette Meridian, west of Road 108
Right-of-Way, North of Harris Road, in Pasco, Franklin County, Washington,
from R-T, Residential Transition to MU, Mixed-Use, and, further, authorize
publication by summary only.
RESULT: Motion carried unanimously. 7-0
AYES: Mayor Serrano, Mayor Pro Tem Milne, Councilmember
Barajas, Councilmember Blasdel, Councilmember
Grimm, Councilmember Harpster, and Councilmember
Perales
Resolution No. 4559 - Road 40 East Extension - Settlement Agreement and
Right-of-Way Acquisition with Culbert, LLC
Ms. Serra provided a brief report related to the settlement agreement and right-of-
way acquisition.
MOTION: Mayor Pro Tem Milne moved, seconded by Councilmember Blasdel
to approve Resolution No. 4559, authorizing the City Manager to execute the
Driveway Relocation and Street Widening Settlement Agreement between the
City of Pasco and Culbert, LLC.
RESULT: Motion carried unanimously. 7-0
AYES: Mayor Serrano, Mayor Pro Tem Milne, Councilmember
Barajas, Councilmember Blasdel, Councilmember
Grimm, Councilmember Harpster, and Councilmember
Perales
UNFINISHED BUSINESS
Ordinance No. 4757 - Amending PMC Title 25 Zoning Related to Overnight
Truck Habitation
Mr. Gonzalez provided a brief recap of the overnight truck habitation and
presented the updated ordinance amendment the Pasco Municipal Code (PMC)
Page 6 of 9Page 11 of 150
to incorporate the overnight truck habitation in the City of Pasco.
MOTION: Mayor Pro Tem Milne moved, seconded by Councilmember Blasdel
to adopt Ordinance No. 4757, Amending Pasco Municipal Code Title 25
“Zoning,” to allow for overnight truck parking and habitation and creating a new
Chapter 25.163 “Overnight Truck Parking and Habitation” and, further,
authorize publication by summary only.
RESULT: Motion carried unanimously. 7-0
AYES: Mayor Serrano, Mayor Pro Tem Milne, Councilmember
Barajas, Councilmember Blasdel, Councilmember
Grimm, Councilmember Harpster, and Councilmember
Perales
Ordinance No. 4758 - Amending PMC 5.60.010, 5.60.020 & 5.60.030 Related
to Rental Licenses or Repealing Pasco Municipal Code Chapter 5.60 Rental
License And Amend Section 3.35.050 Business Licenses
Ms. Sigdel provided the options to Council to either revise the Rental License
program or repeal both the rental license and amend the business license
program.
Council and staff briefly discussed the options and if there would be any legal
ramifications if the program was repealed.
MOTION: Councilmember Grimm moved, seconded by Councilmember
Blasdel to adopt Ordinance No. 4758, repealing the Pasco Municipal Code
Chapter 5.60 Rental License and amending the Pasco Municipal Code Section
3.35.050 related to Business Licenses and, further, authorize publication by
summary only.
RESULT: Motion carried. 5-2
AYES: Mayor Serrano, Councilmember Blasdel, Councilmember
Grimm, Councilmember Harpster, and Councilmember
Perales
NAYS: Mayor Pro Tem Milne and Councilmember Barajas
Court Street Traffic Analysis - Second Opinion
Ms. Serra introduced John Manix, PE, Traffic Engineer with PBS Engineering,
who presented the traffic analysis and recommendations for Court Street.
Mayor Pro Tem Milne expressed appreciation to staff and PBS Engineering for
the second opinion.
Mr. Perales asked for additional information regarding how Mr. Manix's reached
his recommendations and Mr. Manix referred to the Complete Streets Plan.
Page 7 of 9Page 12 of 150
Mr. Grimm and Mr. Harpster provided their comments and recommendations for
clamming the roadway.
Ordinance No. 4759 - Amending PMC Section 10.35.030 Speed Limits in
Certain Zones
Ms. Serra provided a brief overview of the proposed speed limit reductions in a
portion of Court Street and a portion of Sylvester Street.
Mr. Harpster asked Mr. Ferguson the status of the establishing City of Pasco
Speed Limit procedures.
Mr. Ferguson stated that his staff have developed draft procedures and that they
will be ready for Council review in the next few weeks.
Mr. Harpster asked Ms. Serra the reasoning for the reduction of speed along
Sylvester Street and Ms. Serra responded stating it a grant requirement for the
safety the multi-modal traffic.
MOTION: Mayor Pro Tem Milne moved, seconded by Councilmember Barajas
to adopt Ordinance No. 4759, amending the Pasco Municipal Code Section
10.35.030 "Speed Limit in Certain Zones," to establish a new speed limit on
Court Street west of Road 100, and Sylvester Street between Road 54 and
Road 32 and, further, authorize publication by summary only.
RESULT: Motion carried. 5-2
AYES: Mayor Pro Tem Milne, Councilmember Barajas,
Councilmember Grimm, Councilmember Harpster, and
Councilmember Perales
NAYS: Mayor Serrano and Councilmember Blasdel
MISCELLANEOUS DISCUSSION
Mr. Harpster asked Council to provide staff direction to plan for a new City
Attorney.
Mr. Grimm, Mr. Harpster and Mayor Serrano expressed a preference for an in-
house counsel with the possibility having a gap-fill until in-house counsel is hired.
There was also the concern of the timing of seeking a new City Manager at the
same time.
Mr. Lincoln provided some options for next steps related to seeking candidates for
the pending open positions.
Mr. Perales commented on a recent vehicle crash near his home. He suggested
Council consider establishing a comprehensive traffic safety program such as
Vision Zero.
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RECESS
Mayor Serrano called for a five-minute recess at 9:00 PM.
EXECUTIVE SESSION
Council adjourned into Executive Session at 9:05 PM for 30 minutes returning at
9:35 PM to evaluate the qualifications of an applicant for public employment or to
review the performance of a public employee. However, subject to RCW
42.30.140(4), discussion by a governing body of salaries, wages, and other
conditions of employment to be generally applied within the agency shall occur in
a meeting open to the public, and when a governing body elects to take final
action hiring, setting the salary of an individual employee or class of employees,
or discharging or disciplining an employee, that action shall be taken in a meeting
open to the public per RCW 42.30.110(1)(g). Other attendees included the City
Manager, Deputy City Manager, and City Attorney.
Mr. Lincoln and Ms. Sigdel left the Executive Session at 9:12 PM.
At 9:35 PM Mayor Serrano announced that the Executive Session would continue
for another 15 minutes or until 9:50 PM.
At 9:50 PM Mayor Serrano announced that the Executive Session would continue
for another 10 minutes or until 10:00 PM.
At 10:00 PM Mayor Serrano announced that the Executive Session would
continue for another 10 minutes or until 10:10 PM.
At 10:10 PM Mayor Serrano announced that the Executive Session would
continue for another 5 minutes or until 10:15 PM.
Mayor Serrano called the meeting back to order at 10:15 PM.
ADJOURNMENT
There being no further business, the meeting was adjourned at 10:15 PM.
PASSED and APPROVED on _______________________.
APPROVED: ATTEST:
Pete Serrano, Mayor Debra Barham, City Clerk
Page 9 of 9Page 14 of 150
MINUTES
City Council Special Meeting
7:00 PM - Monday, January 27, 2025
Pasco City Hall, Council Chambers & Microsoft Teams Webinar
CALL TO ORDER
The meeting was called to order at 7:00 PM by Pete Serrano, Mayor.
ROLL CALL
Councilmembers present: Pete Serrano, David Milne, Melissa Blasdel, Charles
Grimm, Peter Harpster, and Leo Perales
Councilmembers attending remotely: None
Councilmembers absent: Blanche Barajas
Staff present: Adam Lincoln, City Manager; Richa Sigdel, Deputy City Manager;
Angela Pashon, Assistant City Manager; Darcy Buckley, Finance Director; Kevin
Crowley, Fire Chief; Eric Ferguson, City Attorney; Jesse Rice, Parks & Recreation
Director; Maria Serra, Public Works Director; and Debby Barham, City Clerk
The meeting was opened with the Pledge of Allegiance.
EXECUTIVE SESSION
Council adjourned into Executive Session at 7:03 PM for 10 minutes returning at
7:13 PM to review the performance of a public employee per RCW
42.30.110(1)(g) with City Attorney.
At 7:13 PM Mayor Serrano announced that the Executive Session would continue
for another 5 minutes or until 7:18 PM.
At 7:18 PM Mayor Serrano announced that the Executive Session would continue
for another 10 minutes or until 7:28 PM.
Mr. Ferguson left the Execute Session at 7:21 PM.
Page 1 of 3Page 15 of 150
Mayor Serrano called the meeting back to order at 7:28 PM.
NEW BUSINESS
Early Release of Adam R. Lincoln under Section 10 of the City Manager
Employment Agreement
Mr. Ferguson provided a brief review of Mr. Lincoln's employment agreement and
the early release option for Council's consideration.
Mr. Harpster noted that Mr. Lincoln will be paid out per the terms of this
employment agreement.
MOTION: Mayor Pro Tem Milne moved, seconded by Mayor Serrano to
approve the early release of Adam R. Lincoln, per Section 10 of the City
Manager Employment Agreement between the City of Pasco, Washington, and
Adam R. Lincoln effective January 31, 2025.
RESULT: Motion carried. 5-1
AYES: Mayor Serrano, Mayor Pro Tem Milne, Councilmember
Grimm, Councilmember Harpster, and Councilmember
Perales
NAYS: Councilmember Blasdel
ABSENT: Councilmember Barajas
Council expressed appreciation to Mr. Lincoln for his service with the City of
Pasco and wished him well in his new position with the Port of Pasco.
Mr. Lincoln responded that it was an honor to serve for the City of Pasco.
Resolution No. 4560 - Agreement with GMP Consulting for Interim City
Manager Services
Mr. Ferguson explained that, if approved, GMP Consulting will provide interim City
Manager services until a City Manager is hired.
MOTION: Mayor Pro Tem Milne moved, seconded by Councilmember Blasdel
to approve Resolution No. 4560, approving the personal services agreement
for the position of Interim City Manager.
RESULT: Motion carried 6-0
AYES: Mayor Serrano, Mayor Pro Tem Milne, Councilmember
Blasdel, Councilmember Grimm, Councilmember
Harpster, and Councilmember Perales
ABSENT: Councilmember Barajas
ADJOURNMENT
Page 2 of 3Page 16 of 150
There being no further business, the meeting was adjourned at 7:40 PM.
PASSED and APPROVED on _______________________.
APPROVED: ATTEST:
Pete Serrano, Mayor Debra Barham, City Clerk
Page 3 of 3Page 17 of 150
MINUTES
City Council Workshop Meeting
7:15 PM - Monday, January 27, 2025
Pasco City Hall, Council Chambers & Microsoft Teams Webinar
CALL TO ORDER
The meeting was called to order at 7:40 PM by Pete Serrano, Mayor.
ROLL CALL
Councilmembers present: Pete Serrano, David Milne, Melissa Blasdel, Charles
Grimm, Peter Harpster, and Leo Perales
Councilmembers attending remotely:
Councilmembers absent: Blanche Barajas
Staff present: Adam Lincoln, City Manager; Richa Sigdel, Deputy City Manager;
Angela Pashon, Assistant City Manager; Darcy Buckley, Finance Director; Kevin
Crowley, Fire Chief; Eric Ferguson, City Attorney; Jesse Rice, Parks & Recreation
Director; Maria Serra, Public Works Director; and Debby Barham, City Clerk
ITEMS FOR DISCUSSION WITH OPPORTUNITY FOR PUBLIC COMMENT
Presentation - Columbia Ability Alliance
Mr. Lincoln introduced Michael Novakovich, President & CEO of Columbia Ability
Alliance (CAA).
Mr. Novakovich first introduced Kim Pierret, CFO and Cheri Montel, HR Director
who were in the audience and then he provided a presentation of the services
CAA provides within the community.
Mayor Serrano expressed appreciation to Mr. Novakovich for his work on CAA's
mission and impact it has in the community.
Mayor Serrano called for public comments three (3) times, and no one came
forward to speak.
Page 1 of 3Page 18 of 150
Development Fees Review
Ms. Sigdel provided a presentation on the City's Development Fees, which
included:
Types of fees (building, impact, and connection fees, as well as planning
and development fees)
Fees comparison with the Cities of Kennewick, Richland and West
Richland
Focus on Development Review Fees
Ms. Sigdel commented on the City of Kennewick's Development Review Fees
process and how that process may be appropriate for the City of Pasco to adopt.
Mr. Grimm expressed appreciation for the presentation that that the suggested
amendments will add predictability and streamlining of the development review
process.
Mr. Harpster provided comments and suggestions for the fees collection.
Ms. Sigdel stated that there is another outreach opportunity and that she
anticipated that this item would come back for Council final review and approval in
a month or so.
Mayor Serrano suggested that the charges be based on square footage of the
building itself.
Mayor Serrano called for public comments.
Mr. Granbois, Pasco resident, suggested that the cost to the property owner be
included.
Monthly Update: Transportation Impact Fee Study
Ms. Sigdel provided a brief review of the actions taken for the Transportation
Impact Fee study. She provided the next steps of this effort with the anticipation of
bringing the study completed and presented to Council in March 2025.
Mayor Serrano called for public comments three (3) times and no one came
forward to speak.
Resolution - Change Order No. 6 PWRF Phase 2 Construction Contract with
Tapani
Ms. Serra provided a brief report on the proposed Change Order No. 6 for the
Process Water Reuse Facility (PWRF) Phase 2 project.
Mayor Serrano called for public comments three (3) times and no one came
Page 2 of 3Page 19 of 150
forward to speak.
Resolution - Acceptance of Work for Road 36 Golf Course Irrigation Line
Extension
Ms. Serra provided a brief report on the completion of the Road 38 Golf Course
Irrigation Line Extension project.
Mayor Serrano called for public comments three (3) times and no one came
forward to speak.
Resolution - Lease Agreement with INATIA Foundation for Use of City
Facilities
Mr. Rice provided a brief report on the proposed lease agreement with INATIA
Foundation for storage space.
Mayor Serrano called for public comments three (3) times and no one came
forward to speak.
MISCELLANEOUS COUNCIL DISCUSSION
Mr. Grimm expressed appreciation to City staff for their commitment to the City.
ADJOURNMENT
There being no further business, the meeting was adjourned at 8:40 PM.
PASSED and APPROVED on _______________________.
APPROVED: ATTEST:
Pete Serrano, Mayor Debra Barham, City Clerk
Page 3 of 3Page 20 of 150
AGENDA REPORT
FOR: City Council January 30, 2025
TO: Richa Sigdel, Deputy City Manager City Council Regular
Meeting: 2/3/25
FROM: Darcy Buckley, Finance Director
Finance
SUBJECT: Bills and Communications - Approving Claims in the Total Amount of
$11,213,597.17)
I. ATTACHMENT(S):
Accounts Payable 01.16.25 to 01.29.25
II. ACTION REQUESTED OF COUNCIL / STAFF RECOMMENDATIONS:
To approve claims in the total amount of $11,213,597.17 ($9,820,790.56 in
Check Nos. 269211 - 269640; $143,203.21 in Electronic Transfer Nos. 848900
- 54881; - 54877 Nos. Check - $9,067.69 849152; 848978 848975, in
$1,240,535.71 in Electronic Transfer Nos. 30220276 - 30220921.
III. FISCAL IMPACT:
IV. HISTORY AND FACTS BRIEF:
V. DISCUSSION:
Page 21 of 150
REPORTING PERIOD:
February 3, 2025
Claims Bank Payroll Bank Gen'l Bank Electronic Bank Combined
Check Numbers 269211 - 269640 54877 - 54881
Total Check Amount $9,820,790.56 $9,067.69 Total Checks 9,829,858.25$
Electronic Transfer Numbers 848900 - 848975 30220276 - 30220921
848978 - 849152
Total EFT Amount $143,203.21 $1,240,535.71 $0.00 $0.00 Total EFTs 1,383,738.92$
Grand Total 11,213,597.17$
Councilmember B
100 3,303,730.20
110 55,289.60
130 4,867.00
140 93,776.23
142 1,111.23
145 8,310.83
150 413,565.14
155 2,589.25
160 21,346.38
165 17,535.06
168 159,771.40
170 10,177.22
180 2,954.38
185 2,019.66
189 165.08
190 214.00
194 6,367.39
195 76.22
196 HOTEL/ MOTEL EXCISE TAX 53,179.97
367 1,789,222.39
410 3,813,528.63
510 70,520.16
516 109,533.47
520 5,648.92
690 1,268,097.36
GRAND TOTAL ALL FUNDS:11,213,597.17$
PAYROLL CLEARING
EQUIPMENT RENTAL - OPERATING GOVERNMENTAL
EQUIPMENT RENTAL - REPLACEMENT BUSINESS
MEDICAL/ DENTAL/ VISION INSURANCE
ECONOMIC DEVELOPMENT
STADIUM/ CONVENTION CENTER
GENERAL CAP PROJECT CONSTRUCTION
UTILITY, WATER/ SEWER
RIVERSHORE TRAIL & MARINA MAIN
LITTER ABATEMENT
REVOLVING ABATEMENT
CEMETERY
ATHLETIC PROGRAMS
ANIMAL CONTROL
SENIOR CENTER OPERATING
MULTI-MODAL FACILITY
C.D. BLOCK GRANT
HOME CONSORTIUM GRANT
MARTIN LUTHER KING COMMUNITY CENTER
AMBULANCE SERVICE
ARPA
Councilmember A
SUMMARY OF CLAIMS BY FUND:
GENERAL FUND
STREET
STREET OVERLAY
January 16 to January 29, 2025
C I T Y O F P A S C O
Council Meeting of:
Accounts Payable Approved
The City Council
City of Pasco, Franklin County, Washington
We, the undersigned, do hereby certify under penalty of perjury the materials have been furnished, the services rendered or the labor performed
as described herein and the claim is a just, due and unpaid obligation against the city and we are authorized to authenticate and certify to such
Richa Sigdel, Deputy City Manager Griselda Garcia, Finance Manager
We, the undersigned City Councilmembers of the City Council of the City of Pasco, Franklin County, Washington, do hereby certify on this
3rd day of February, 2025 that the merchandise or services hereinafter specified have been received and are approved for payment:
Page 22 of 150
AGENDA REPORT
FOR: City Council January 21, 2025
TO: Richa Sigdel, Deputy City Manager City Council Regular
Meeting: 2/3/25
FROM: Maria Serra, Director
Public Works
SUBJECT: Resolution No. 4561 - Change Order No. 6 Process Water Reuse
Facility Phase 2 Construction Contract with Tapani
I. ATTACHMENT(S):
Resolution
Exhibit A - Change Order No. 6
Presentation
II. ACTION REQUESTED OF COUNCIL / STAFF RECOMMENDATIONS:
MOTION: City authorizing 4561, No. the approve to move Resolution I
Manager to execute Change Order No. 6 with Tapani, Inc. for the Process
Water Reuse Facility Phase 2 Winter Storage Improvements Project.
III. FISCAL IMPACT:
Engineer's Construction Estimate $45,488,837.00
Awarded Construction Contract
Amount $31,588,246.92
Previously Approved Change Orders
No. 1-5 $899,638.78
Proposed Change Order No. 6 $148,290.62
New Contract Amount $32,636,176.32
The proposed Change Order can be accommodated within the project budget.
The project is funded through a State Revolving Fund (SRF) low interest loan
awarded by the Washington State Department of Ecology under agreement
WQC-2024-Pasco-00091, which was authorized through adoption of
Resolution No. 4425 on March 4, 2024.
Total construction contract changes including proposed Change Order No. 6
represent approximately 3.32% of the original contract amount.
Page 23 of 150
IV. HISTORY AND FACTS BRIEF:
The construction contract for the Process Water Reuse Facility (PWRF) Phase
2 Winter Storage Improvements project was awarded to Tapani, Inc. on
September 11, 2023. Construction is approximately 94% complete, with the
Substantial Completion milestone anticipated to be complete in April 2025.
Since construction began, five (5) Change Orders (COs) have been approved.
The majority of the executed change order work included construction material
substitutions in addition to electrical, mechanical and structural modifications
required for fully functional installation to enhance future operation between
existing and new facility components. Previously approved COs No. 2, No. 3,
and No. 5 addressed these types of design modifications.
Other previously approved changes, such as those addressed in COs No. 1
and No. 4, provided for addition of artificial owl burrows for site environmental
mitigation barrier isolation electrical an (buried installation as well as of
polyethylene encasement) for pond liner electronic leak detection testing. The
noted modifications were intended to comply with federal funding and state
regulatory requirements for the project.
V. DISCUSSION:
Change Proposal Requests (CPRs) were identified, reviewed, and packaged
for approval into proposed CO No. 6 and are summarized as follows:
1. CPR 20 addresses the additional scope required to extend power and
communications infrastructure to the new Effluent Splitter Box (ESB)
structure. The Contract Drawings indicated an automated slide gate
within the ESB, but electrical and communications were not included on
the electrical plans. (Add of $5,982.44 w/o tax)
2. CPR 22 adds reinforced concrete landings for the stairs attached to the
new pedestrian bridge abutments for the three new lagoons and the
existing 123MG lagoon. This change addresses operational safety
concerns with elevation of the bottom level of the stairs relative to the
finished grade elevation. (Add of $16,910.04 w/o tax)
3. CPR 23 incorporates the negotiated costs for the additional excavation
on the city acquired NorthEast USBR parcel (add $416,525.41) and for
the negotiated credit for the material from the project site that was
placed on the city acquired South USBR parcel (deduct $360,553).
These grading and earthwork modifications are the result of reconciled
quantities encountered during construction. (Add of $55,972.41 w/o tax)
4. CPR 24 incorporates additional negotiated costs for Tapani's assistance
with the electronic leak detection testing of the new lagoon liner systems
Page 24 of 150
required by the state Department of Ecology. These costs include labor,
equipment, and water supply for a three month duration while the testing
was being performed. (Add of $58,314.22 w/o tax)
5. Tax (Add of $11,111.51)
These itemized changes will constitute a sixth change order to the project in
the amount of $148,290.62 with no additional working days added to the
original contract time. The amount of CO No. 6 exceeds the Public Works
Director approval authority.
This item was presented to Council at the January 27, 2025, Workshop.
City Staff recommends approval of CO No. 6 in the amount of $148,290.62 for
the PWRF - Phase 2 Winter Storage Improvements project.
Page 25 of 150
Resolution - CO No. 6 for PWRF Phase 2 - 1
RESOLUTION NO. _________
A RESOLUTION OF THE CITY OF PASCO, WASHINGTON,
AUTHORIZING THE CITY MANAGER TO EXECUTE CHANGE ORDER NO.
6 WITH TAPANI, INC. FOR THE PROCESS WATER REUSE FACILITY
PHASE 2 WINTER STORAGE IMPROVEMENTS PROJECT.
WHEREAS, the City of Pasco (City) and Tapani, Inc. (Tapani) entered into a Construction
Contract on September 11, 2023, for construction of the Process Water Reuse Facility (PWRF)
Phase 2 Improvements; and
WHEREAS, previously approved Change Order No. 1 was under the authority provided
to the Public Works Director; and
WHEREAS, previously approved Change Order No. 2 was under the authority provided
to the City Manager via Council adoption of Resolution No. 4433 on March 18, 2024; and
WHEREAS, previously approved Change Order No. 3 was under the authority provided
to the City Manager via Council adoption of Resolution No. 4441 on April 15, 2024; and
WHEREAS, previously approved Change Order No. 4 was under the authority provided
to the City Manager and Public Works Director; and
WHEREAS, previously approved Change Order No. 5 was under the authority provided
to the City Manager via Council adoption of Resolution No. 4493 on September 16, 2024; and
WHEREAS, proposed Change Order No. 6 is issued to address both structural and
electrical modifications necessary for a complete and functioning installation of new infrastructure
in addition to site grading revisions needed to expedite construction and reduce the impact to
existing private farm property access roads; and
WHEREAS, the $148,290.62 amount of Change Order No. 6 added to the cumulative sum
of previously approved Change Orders, exceeds the City Manager’s authority, and thus determined
to obtain Council approval; 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 to enter into Change Order No.
6 with Tapani.
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 Change
Order No. 6 between the City of Pasco and Tapani, Inc. as attached hereto and incorporated herein
as Exhibit A.
Page 26 of 150
Resolution - CO No. 6 for PWRF Phase 2 - 2
Be It Further Resolved, that the City Manager of the City of Pasco, Washington is hereby
authorized to execute said Change Order No. 6 on behalf of the City of Pasco.
Be It Further Resolved, that this resolution shall take effect immediately.
PASSED by the City Council of the City of Pasco, Washington, on this ___ day of
_____________, 2025.
_____________________________
Pete Serrano
Mayor
ATTEST: APPROVED AS TO FORM:
_____________________________ ___________________________
Debra Barham, CMC Kerr Ferguson Law, PLLC
City Clerk City Attorneys
Page 27 of 150
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Page 37 of 150
February 3, 2025
Pasco City Council
Regular Meeting
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PWRF Phase 2 – Change
Order No. 6
February 3, 2025
Pasco City Council
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PWRF Phase 2 Improvements Update
3
Construction Activities
Approximately 94%
complete as of December 2024
PRRC (Phase 3) facility
connection tie-ins in progress
Upcoming outlet structure
work at existing 123 MG
lagoon
Anticipated completion in
Q3 2025
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PWRF Phase 2 Construction Costs
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CostContract Items
$45,488,837.00Engineer’s Estimate
$31,588,246.92Bid Award
$899,638.78 (2.85%)Change Orders 1 though 5
$148,290.62 (+0.47%)Change Order No. 6
$32,636,176.32New Contract Amount
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PWRF Phase 2 Change Order No. 6
5
The proposed Change Order No. 6 adds $148,290.62 (including sales tax) to the project and
brings the total construction contract amount to $32,636,176.32. The proposed Change Proposal
Requests (CPRs) line items within Change Order No. 6 are outlined below:
CPR 20 – Power and Control to Second Gate at ESB (Add of $5,982.44 w/o tax)
CPR 22 – Pedestrian Catwalk Stairs (Add of $16,910.04 w/o tax)
CPR 23 – USBR Parcel Final Cut/Fill Quantities (Add of $55,972.41 w/o tax)
CPR 24 – Electronic Leak Detection Assistance (Add of $58,314.22 w/o tax)
Tax – (add of $11,111.51)
Each CPR was verified as necessary additions and negotiated with the Contractor. They were
found to be reasonable by both City Staff and the Consultant/Construction Management (CM)
team.
Staff recommends approval of Change Order No. 6.
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AGENDA REPORT
FOR: City Council January 29, 2025
TO: Richa Sigdel, Deputy City Manager City Council Regular
Meeting: 2/3/25
FROM: Maria Serra, Director
Public Works
SUBJECT: Resolution No. 4562 - Acceptance of Work for Road 36 Golf Course
Irrigation Line Extension
I. ATTACHMENT(S):
Resolution
PowerPoint Presentation
II. ACTION REQUESTED OF COUNCIL / STAFF RECOMMENDATIONS:
MOTION: I move to approve Resolution No. 4562, accepting work performed
by Big D's Construction of Tri-Cities Inc., under contract for Road 36 Golf
Course Irrigation Line Extension Project.
III. FISCAL IMPACT:
Total Payment to Big D's Construction of Tri-Cities, Inc.: $147,920.94.
This project was funded through REET funds from the City of Pasco.
IV. HISTORY AND FACTS BRIEF:
Since the 1950's a City of Pasco Golf Course irrigation Line has cut across the
Airport property from Road 36 to Argent Road. The Port of Pasco requested
that the City of Pasco's Irrigation line be removed from the Airport Property and
placed in the City Right of Way. The Road 36 Golf course Irrigation line
Extension Project (No. 22421), construction contract was awarded to Big D's
Construction of Tri-Cities, Inc. of Pasco, WA on January 18, 2024 in the
amount of $166,050.72. The project is now complete and was constructed per
project specifications. Final construction costs totaled $147,920.94 after credits
for work item quantity changes and the approval of 2 Change Orders.
Change Orders (CO) for the project included:
Page 44 of 150
CO No.1 $17,940.00: Additional pipe removal along Port of Pasco Property
outside of the fenced area of the airport. (Addition)
CO No. 2 ($36,069.78): Reconciliation Change order covering credits and
debits including a deduction for sales tax for work item quantity changes.
(Deduction)
The project is complete and the materials and workmanship meets the
standards specified in the contract documents.
Formal acceptance of public works projects is required by State law and starts
the 45-day period within which an outside vendor, supplier or laborer would
have an opportunity to file a claim against this project pursuant to RCW
60.28.011 (2). Upon completion of the 45-day lien filing period, retainage being
held by the City may be released upon receipts of the following:
An affidavit of no liens
A release from the Department of Revenue that all taxes have been paid
A release from any claims from the Department of Labor and Industries,
pursuant to RCW 60.28.051
V. DISCUSSION:
Staff recommends approval of the proposed Resolution accepting the work
performed by Big D's Construction of Tri-Cities, Inc. for the Construction of the
Road 36 Golf Course irrigation Line Extension Project.
Page 45 of 150
Resolution – Rd 36 Irrigation Line Ext. Project Acceptance- 1
RESOLUTION NO. ________
A RESOLUTION OF THE CITY OF PASCO, WASHINGTON,
ACCEPTING WORK PERFORMED BY BIG D’S CONSTRUCTION OF TRI-
CITIES, INC., UNDER CONTRACT FOR THE ROAD 36 IRRIGATION LINE
EXTENSION PROJECT.
WHEREAS, the work performed by Big D’s Construction of Tri-Cities, Inc., under
contract for Project No. 22421 has been examined by City of Pasco (City) Staff and been found to
be in apparent compliance with the applicable project specifications and drawings; and
WHEREAS, it is the City Staff’s recommendation that the City of Pasco formally accept
the contractor's work and the project as complete.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PASCO, WASHINGTON:
That the City Council concurs with City Staff’s recommendation and thereby accepts the
work performed by Big D’s Construction of Tri-Cities, Inc., under contract for Project No. 22421
as being completed in apparent compliance with the project specifications and drawings.
Be It Further Resolved, that the City Clerk is hereby directed to notify the Washington
State Department of Revenue of this acceptance.
Be It Further Resolved, that the final payment of retainage being withheld, pursuant to
RCW 60.28.011, regulations and administrative process, shall be released upon apparent
compliance with and satisfaction of applicable project specifications and verification thereof by
Public Works Department staff and Finance Director.
Be It Further Resolved, that this Resolution shall take effect immediately.
PASSED by the City Council of the City of Pasco, Washington, on this ___ day of _____,
2025.
_____________________________
Pete Serrano
Mayor
ATTEST: APPROVED AS TO FORM:
_____________________________ ___________________________
Debra Barham, CMC Kerr Ferguson Law, PLLC
City Clerk City Attorneys
Page 46 of 150
February 3, 2025
Pasco City Council
Regular Meeting
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Acceptance of Construction –
Road 36 Irrigation Line Extension
Project # 22421
February 3, 2025
Pasco City Council
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Project # 22421
Contract awarded on January
2023, to Big D’s Construction
of Tri-Cities Inc. of Pasco WA
for $166,050.72
Road 36 Irrigation Line Extension
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Thank You!
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AGENDA REPORT
FOR: City Council January 28, 2025
TO: Richa Sigdel, Deputy City Manager City Council Regular
Meeting: 2/3/25
FROM: Jesse Rice, Director
Parks & Recreation
SUBJECT: Resolution No. 4563 - Lease Agreement with INATAI Foundation for
Use of City Facilities
I. ATTACHMENT(S):
Resolution
Lease Agreement
II. ACTION REQUESTED OF COUNCIL / STAFF RECOMMENDATIONS:
MOTION: City the authorizing 4563, No. approve to move I Resolution
Manager to execute a 28-month lease agreement between INATAI Foundation
and the City of Pasco for storage space at 403 W. Lewis St. Pasco, WA.
III. FISCAL IMPACT:
This lease will bring in a variable amount of revenue throughout its term. Lease
rates have been determined based on prevailing market rate for Pasco, and the
lease also requires lessee to pay Leasehold Excise Tax.
Year Square Footage X
Annual Rate
Annual
Rate Monthly
Commencement Date - Feb.
03, 2025 142 sq. X $18 $2,556 $213.00
June 1, 2025 - May 31, 2026 142 sq. X $18.54 $2,632.68 $219.39
June 1, 2026 - May 31, 2027 142 sq. X $19.10 $2,712.20 $226.02
June 1, 2027 - May 31, 2028* 142 sq. X $19.67 $2,793.14 $232.76
June 1, 2028 - May 31, 2029* 142 sq. X $20.26 $2,876.92 $239.74
June 1, 2029 - May 31, 2030* 142 sq. X $20.87 $2,963.54 $246.96
Page 56 of 150
IV. HISTORY AND FACTS BRIEF:
In 2019, the Group Health Foundation (GHF) approached the Pasco Economic
Development team about occupation of a downtown location to conduct its
non-profit mission in the area. A property search was conducted and it was
found that the Pasco Downtown Post Office provided an optimal location for
GHF. An agreement for improvements and occupation was made and GHF
renovated their space within the post office to provided offices, ADA upgrades
to passageways and restrooms, and mitigation of asbestos, all long-term
improvements to this asset. The improvements provided totaled $75,000. As
negotiated, under the proposed agreement lease rates will be discounted on a
pro-rated basis for the lessee in order to provide a return on this capital
investment of a city-owned facility.
The lease agreement was approved by City Council in April 2022, and initial
term of the lease runs until May 31, 2027, with three (3) one-year options for
subsequent renewal provided adequate notice to the City is provided.
V. DISCUSSION:
Since the initial lease, the Group Health Foundation (GHF) has been renamed
INATIA Foundation. The INATIA Foundation has completed the required
improvements in the original lease and has requested to lease additional space
at the same facility to be used for storage purposes.
Staff worked with the City's Real Estate representative to to verify current
market rates for the request storage area to determined the Lease rate
structure and aligned the lease terms to the current lease expiration and
optional renewals.
Per RCW 35A.11.110 leases of city property must be approved through
resolution of the City Council. Staff recommends approval of the proposed
lease agreement.
Page 57 of 150
Resolution – Lease Arg for Storage at Post Office - 1
RESOLUTION NO. 4563
A RESOLUTION OF THE CITY OF PASCO, WASHINGTON,
AUTHORIZING THE CITY MANAGER TO EXECUTE A 28-MONTH LEASE
AGREEMENT BETWEEN INATAI FOUNDATION AND THE CITY OF
PASCO FOR STORAGE SPACE AT 403 W. LEWIS ST, PASCO, WA.
WHEREAS, the City of Pasco (City) in 2021 entered into a Lease Agreement with Group
Health Foundation, now named INATAI Foundation, for Office Space at 403 W. Lewis, with the
first Lease term through May 31, 2027; and
WHEREAS, the INATAI Foundation has expressed need for additional operation storage
space and requested to lease additional space at the current location; and
WHEREAS, both the City and INATAI Foundation desire to enter this Lease Agreement
for storage space at the Premises; and
WHEREAS, this Lease Agreement will be co-termed with the current office space lease
to include both original termination date and any optional renewal terms for 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 the Lease
Agreement with INATAI Foundation at the Premises.
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 INATAI Foundation and the City of Pasco; a copy of which is attached hereto
and incorporated herein by reference as Exhibit A.
Be It Further Resolved, the City Manager of the City of Pasco, Washington is hereby
authorized, empowered, and directed to sign and execute said Lease agreement 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 58 of 150
Resolution – Lease Arg for Storage at Post Office - 2
PASSED by the City Council of the City of Pasco, Washington, on this 3rd day of February,
2025.
_____________________________
Pete Serrano
Mayor
ATTEST: APPROVED AS TO FORM:
_____________________________ ___________________________
Debra Barham, CMC Kerr Ferguson Law, PLLC
City Clerk City Attorneys
Page 59 of 150
403 W Lewis St, Suite A – Lease Agreement
INATAI Foundation
Page 1 of 14
LEASE AGREEMENT
Pasco Post Office - 403 W. Lewis St., Suite A, Pasco, WA 99301
Interior basement Storage - INATAI Foundation
PARTIES. This Lease Agreement ("Lease") is made and entered into effective as of February 03,
2025 (the "Effective Date"), by and between the CITY OF PASCO, a municipal corporation
("City") and INATAI FOUNDATION, a Washington nonprofit corporation ("Lessee").
1. PREMISES. The City hereby leases to Lessee that certain premises located in the Pasco Post
Office (the "Building") located at 403 W. Lewis Street, Suite A, in the City of Pasco, County
of Franklin, State of Washington, as legally described on Exhibit A attached hereto. The leased
premises located on the basement floor, as depicted on Exhibit B attached hereto, consisting
of approximately 142 square feet, more or less (referred to as the "Premises"), together with
all improvements thereon and appurtenances thereto, including the nonexclusive right to use
the Common Areas of the Building in common with others. The term "Common Areas" means
all areas, facilities and building systems that are provided and designated from time to time by
the City for the general non-exclusive use and convenience of Lessee with other lessees and
which are not leased or held for the exclusive use of a particular lessee. The City grants to
Lessee 24-hour a day ingress and egress to and from the Premises to adjoining public streets
and the right to use in common with all other persons entitled to use the same all parking,
public entrances, lobbies, hallways, stairways, elevators and other Common Areas.
2. TERM. This Lease shall be in full force and effect upon delivery of the Premises from the City
to Lessee, in the Delivery Condition (as defined below) (the "Commencement Date"), which
Commencement Date is agreed to be February 03, 2025, through May 31, 2027, unless
terminated as provided herein (the "Original Term"). The Lessee shall have three (3) options
to renew for one (1) year each (each, a "Renewal Term") upon full & faithful performance of
terms & conditions of the Lease so long as Lessee provides the City written notice of its
exercise of such option not less than three (3) months prior to the expiration date of the Original
Term (or applicable Renewal Term). The terms and provisions for a Renewal Term shall be
identical with the Original Term, except as to the rent, described below. The Original Term and
each Renewal Term(s) are together known as the "Term".
3. RENT AND OTHER CHARGES. Rent shall be pro-rated for the first month should the Lease
commence on any other day than the first day of the month. Subsequent monthly rent payments
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shall be payable in advance, on or before the first day of each month of the Term. Rent shall
be payable to the City without demand and without deduction, setoff or counterclaim.
3.1. Rent. Base Rent rates will be in the amounts stipulated as set forth below. Lessee shall pay
a late service charge on all past due rent at the rate of five percent (5%) of the unpaid
amount, but in no event higher than the legal limit. Increase in rent percentages are as
shown below.
Year Square footage X Annual
Rate
Annual
Rate
Monthly
Rate
Commencement Date - Feb 03, 2025 142 sq. ft. X $18 $2,556 $213.00
June 1, 2025 - May 31, 2026 142 sq. ft. X $18.54 $2,632.68 $219.39
June 1, 2026 - May 31, 2027 142 sq. ft. X $19.10 $2,712.20 $226.02
June 1, 2027-May 31, 2028* 142 sq. ft. X $19.67 $2,793.14 $232.76
June 1, 2028 - May 31, 2029* 142 sq. ft. X $20.26 $2,876.92 $239.74
June 1,2029-May31, 2030* 142 sq. ft. X $20.87 $2,963.54 $246.96
* Indicates Renewal Term
3.2. Leasehold Excise Tax. In addition to the monthly rent amount, Lessee shall also pay
statutory Leasehold Excise Tax (currently 12.84%, or as otherwise increased/decreased by
statute, of each monthly rent payment), which Excise Tax shall be paid to the City in the
manner required in this Section 5 of this Lease by the first day of each month, upon Lessee's
receipt of a statement of such Excise Tax amount due from the City. Initial tax amount will
be determined by the City and shall increase as the base rent increases and/or as the
statutory percentage changes.
Year Base Rent
per month
Leasehold
tax
Total Monthly
Rent
Leasehold Excise Tax
Commencement Date - Feb 03,
2025
$213 X
12.84% $27.35 $240.35
June 1, 2025 - May 31, 2026 $219.39 $28.17 $247.56
June 1, 2026 - May 31, 2027 $226.02 $29.02 $255.04
June 1, 2027-May 31, 2028* $232.76 $29.89 $262.65
June 1, 2028 - May 31, 2029* $239.74 $30.78 $270.52
June 1,2029-May31, 2030* $246.96 $31.71 $278.67
* Indicates Renewal Term
3.3. Security Deposit.
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3.3.1. Upon execution of this Lease, Lessee shall deposit the sum equal to one (1) month’s
rent with the City as a security deposit. This sum shall guarantee Lessee's
performance of its obligations hereunder. If Lessee fails to perform any of its
obligations hereunder, the City may apply the appropriate portion of the security
deposit to cure the default or to compensate the City for damage it has sustained as
a result of Lessee's default. In the event that the City deems it necessary to use
monies from the Security Deposit in order to secure Lessee's compliance with the
provisions of this lease, the City shall provide Lessee written notice of the City's
intent to apply monies from the deposit for such purpose.
3.3.2. If any portion of the deposit is so used, Lessee shall, within fifteen (15) days of
demand, deposit sufficient cash with the City to restore the security deposit to its
original amount.
3.3.3. If Lessee fully performs its obligations under this Lease, the security deposit or any
balance thereof shall be returned to the Lessee at the expiration of this Lease, or
after Lessee has vacated the Premises, whichever is later, provided that the City
may retain the security deposit until such time as any amount due from the Lessee
to the City has been paid in full.
4. USE OF PREMISES. The Premises shall be used by Lessee for storage uses and for no other
use or purpose without the City's prior written consent.
5. RESTRICTIONS ON USE. In connection with the use of the Premises, Lessee shall:
5.1. Refrain from any use that would be offensive to other lessees at the Premises or users of
neighboring premises or that would tend to create a nuisance or damage the reputation of
the Premises.
5.2. Not permit its customers or clients to cause litter, garbage or other refuse or debris to
accumulate on the Premises except in suitable garbage containers.
5.3. Lessee shall not erect signage without the City's prior written consent, not to be
unreasonably withheld, and as is consistent with Pasco Municipal Code Title 17.
6. CARE OF PREMISES. Lessee shall use ordinary care in its use of the Premises, and repair
any damage caused by its negligence, reasonable wear and tear excepted.
7. THE CITY'S REPRESENTATIONS, WARRANTIES AND COVENANTS. the City
hereby represents and warrants to Lessee that it has the full right, power and authority to lease
the Premises to Lessee. The City represents and warrants to Lessee that the consent or approval
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of any third party, including, without limitation, a lender, is not required with respect to the
execution of this Lease, or if any such third-party consent or approval is required, the City has
obtained any and all such consents or approvals. Except as specifically set forth herein, neither
the City nor its agents have made any representations with respect to the Premises. No rights,
easements, or licenses are acquired by Lessee by implication or otherwise except as expressly
set forth in the provisions of this Lease. The taking of possession of the leased property by the
Lessee shall be conclusive evidence that the Premises were in good condition at the time
possession was taken. LESSEE ACCEPTS THE PREMISES AS-IS, except that upon delivery
the Premises (including all access points to the Premises) will be in sound condition both
structurally and mechanically; water tight; with all systems and utilities in good working order
and stubbed to the Premises; free of materials harmful to persons or property (including toxic
molds, biotoxins, radon, asbestos and other Hazardous Materials regulated by law); broom
clean and free of all debris, furniture, fixtures, and equipment; and free of latent defects (the
"Delivery Condition").
8. QUIET ENJOYMENT. The City agrees that so long as Lessee observes and performs all of
the agreements and covenants required of it hereunder, Lessee shall peaceably and quietly
have, hold and enjoy the Premises for the Lease term without any encumbrance, interference
or hindrance by the City, its agents or employees.
9. UTILITIES, REPAIRS AND MAINTENANCE. The City shall provide, at its own expense,
all utilities serving the Premises, including electrical service, heating and cooling, water, sewer,
and gas. The City shall also maintain and repair the Premises, Building and Common Areas,
except for maintenance or repairs required as a result of Lessee's negligence. Lessee shall give
the City access to the Premises at all reasonable times upon not less than forty-eight (48) hours
advance notice (except in case of an emergency in which case no notice shall be necessary),
without charge or diminution of rent, to enable the City to examine the same and to make such
repairs, additions and alterations as the City may deem advisable or is required hereunder,
provided that the City shall use commercially reasonable efforts to minimize any interference
with Lessee's business, and following completion of the work, and shall return Lessee's
fixtures, property and equipment to the original locations and condition. Lessee shall have
access to the Premises and all parking 24-hours per day, 365 days per year.
10. TAXES. Lessee shall pay all taxes assessed against and levied upon Lessee's trade fixtures,
and all other personal property of Lessee contained in or around the Premises.
11. INSURANCE AND INDEMNITY.
11.1. Workers' Compensation. The Lessee must maintain Workers' Compensation insurance in
compliance with all applicable statutes. The policy shall also provide Employer's Liability
stop gap coverage with limits of not less than $500,000 Bodily Injury each accident,
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$500,000 Bodily Injury by disease, policy limit, and $500,000 Bodily Injury by disease,
each employee.
11.2. General Liability. The Lessee must maintain insurance at least as broad as Insurance
Services Office (ISO) occurrence form CG 00 01 and shall cover premises and contractual
liability. The City of Pasco shall be named as an additional insured on Lessee's Commercial
General Liability insurance policy using ISO Form CG 20 11, Additional Insured -
Managers or Lessors of Premises or a substitute endorsement providing at least as broad
coverage. Commercial General liability insurance shall be written with limits no less than
$2,000,000 each occurrence, $2,000,000 general aggregate.
11.3. Primary Insurance. The Lessee's Commercial General Liability insurance policy or policies
are to contain or be endorsed to contain that they 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 Lessee's insurance and shall not contribute with it.
11.4. Lessee Property Insurance. The Lessee must keep in force for the duration of the Lease a
policy covering damages to its property at the Premises including any improvements with
no coinsurance provisions. The amount of coverage shall be sufficient to replace the
damaged property, loss of use, and must comply with any ordinance or law requirements.
11.5. Hazardous Materials Coverage. Lessee must carry sufficient coverage, to the reasonable
satisfaction of the City, for damage caused by Hazardous Materials. Said coverage to be of
an amount and type consistent with industry standards and at a rate that is commercially
reasonable.
11.6. Adjustment to Insurance Coverage Limits. The coverage limits set forth herein shall be
increased at the time of any Renewal Term to limits as reasonably specified by the City.
11.7. Additional Insured - Certificate of Insurance. The Lessee shall provide, prior to occupancy,
evidence of the required insurance in the form of a Certificate of Insurance issued by a
company (rated not less than A: VII or better according to Best's), licensed to do business
in the state of Washington, which includes all coverages required in this Section 11. Lessee
will list the City as an Additional Insured on the Commercial General Liability policy. The
Certificate(s) shall also provide the coverage may not be canceled, non-renewed, or
materially changed without thirty (30) days prior written notice to the City.
11.8. State-required Insurances. Lessee shall carry insurance coverage that satisfies all
Washington State required insurances at the required limits and shall list the City as
Additional Insured on all such policies, as applicable.
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11.9. Verification of Coverage. Lessee shall furnish the Lessor 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.
11.10. City's Insurance. The City shall maintain so called "all risk" property insurance on the
Building at one hundred percent (100%) of replacement cost, together with such other
insurance coverage as the City may elect to maintain. If the City is a member of a self-
insured risk pool membership will satisfy listed requirements.
11.11. Indemnity. Subject to Section 11.12 below, each party hereby agrees to indemnify, defend
and hold harmless the other party, its affiliates, and their respective directors, employees
and agents from and against any and all third party suits, claims, actions, demands,
liabilities, expenses and/or losses, including reasonable legal expenses and reasonable
attorneys' fees ("Losses") to the extent such Losses result from any of the following, but
except to the extent caused by the negligence or misconduct of the other party: (a) breach
of warranty by the indemnifying party contained in this Lease; (b) breach of this Lease by
the indemnifying party; or (c) negligence or willful misconduct of the indemnifying party,
or their respective directors, employees and agents in connection with this Lease.
11.12. Waiver of Subrogation. The City and Lessee hereby release the other from any and all
liability or responsibility to the other or anyone claiming through or under them by way of
subrogation or otherwise for any loss or damage to property caused by fire or any other
perils insured in policies of property insurance covering such property, even if such loss or
damage shall have been caused by the fault or negligence of the other party, or anyone for
whom such party may be responsible. All of Lessee's and The City's policies of property
insurance shall contain waiver of subrogation endorsements in favor of the other party and
copies of same shall be delivered upon request.
11.13. Duty to Maintain Insurance. Failure on the part of the Lessee to maintain the insurance as
required shall constitute a material breach of lease, upon which the City may, after giving
five business days' notice to the Lessee to correct the breach, terminate the Lease or, at its
discretion, procure or renew such insurance and pay any and all premiums in connection
therewith, with any sums so expended to be repaid to the City on demand.
11.14. Full Availability of Limits. If the Lessee 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 Lessee,
irrespective of whether such limits maintained by the Lessee are greater than those required
by this Lease or whether any certificate of insurance furnished to the City evidences limits
of liability lower than those maintained by the Lessee.
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12. DAMAGE OR DESTRUCTION; CONDEMNATION. If the Premises are damaged or
destroyed in whole or in material part; or if the Premises or a substantial portion thereof are
taken by condemnation or under the power of eminent domain, the City or Lessee may, at its
option, elect to terminate this tenancy. If the Lease is not so terminated, the City shall promptly
make any and all necessary repairs.
13. SURRENDER AT EXPIRATION. Upon expiration of the Lease term or earlier termination
on account of default, Lessee shall surrender the Premises in good condition and repair,
reasonable wear and tear excepted, damage by the City, casualty and condemnation excepted.
14. DEFAULT. Lessee shall be in default of this Lease if it (a): fails to pay any sum, including
Base Rent, due under this Lease following five business (5) days' written notice from the City
of the failure to pay, or (b) fails to comply with any term or condition or fulfill any obligation
of the Lease and the failure continues for a period of 30 days after written notice by the City
to Lessee, provided, however, that if the nature of Lessee's obligation is such that more than
thirty (30) days are required for performance, then Lessee shall not be in default if Lessee
commences performance within such thirty (30) day period and thereafter diligently prosecutes
the same to completion. In the event of a default, this Lease may be terminated at the option
of the City by written notice to Lessee. Whether or not the Lease is terminated by the election
of the City or otherwise, the City shall be entitled to recover damages from Lessee and the City
may retake possession of the Premises and reserves any other remedy available to the City
under the applicable law; provided, however, that the City shall: (a) use good faith,
commercially reasonable efforts to mitigate its damages arising out of any Lessee default; (b)
not be entitled to accelerate the payment of Rent; (c) not be entitled to a "landlord's lien" against
any of Lessee's personal property or trade fixtures; and (d) not be entitled to dispossess Lessee
of the Premises pursuant to any "lock-out" or other non-judicial remedy. Under no
circumstances shall Lessee be required to waive any defenses, counterclaims or rights it may
have under applicable law to cure defaults or prevent Lease termination or eviction.
14.1. City's Default. Should the City default in the performance of any covenants and/or
conditions on the City 's part herein contained, and if such default is not cured within thirty
(30) days after written notice by the Lessee to the City thereof, except in case of an
emergency in which case no notice shall be necessary and no opportunity to cure shall
apply, or if such default cannot be cured within thirty (30) days, then if the City does not
notify Lessee of delay or does not commence within such thirty (30) days to cure said
default and cure the same with all reasonable dispatch, Lessee shall have the right to cure
said default for the account of the City, and the City shall upon demand, reimburse Lessee
for Lessee's costs and expenses incurred in connection therewith. Nothing contained in this
Paragraph 14.1 shall be construed so as to abridge any rights otherwise available to Lessee
at law or in equity.
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15. MISCELLANEOUS.
15.1. Environmental Compliance by Lessee. Lessee shall not cause or permit any Hazardous
Material to be brought upon, kept or used in or about the Premises. The City, to its
knowledge, as of the Effective Date hereby represents and warrants that (a) the Premises
and Building do not contain Hazardous Materials; (b) the Premises and Building have not
been used in violation of any environmental laws; and (c) the Premises and Building are in
compliance with environmental laws as of the Commencement Date. Lessee shall have no
responsibility for any Hazardous Materials that: (i) existed on the Premises before the
Commencement Date; or (ii) were caused by the City, its agents, employees, or contractors;
or (iii) that Lessee can demonstrate migrated onto the Premises from a source off-Premises
that was not caused by Lessee. As used herein, the term "Hazardous Material" means any
hazardous or toxic substance, material, or waste which is or becomes regulated by any local
governmental authority, the state of Washington or the United States government. The term
"Hazardous Material" includes, without limitation, any material or substance that is: (a)
defined as a "hazardous waste," "extremely hazardous waste," "restricted hazardous
waste," "hazardous substance," "hazardous material," or "waste" under any federal, state
or local law; (b) petroleum; and (c) asbestos. The provisions of this Section 15.1, including,
without limitation, the indemnification provisions set forth herein, shall survive any
termination of this Lease.
15.2. Non-waiver. Waiver by either party of strict performance of any provision of this Lease
shall not be a waiver of or prejudice to the party's right to require strict performance of the
same provision or of any other provision in the future.
15.3. Notices. Any notice will be deemed delivered: (a) when personally delivered; (b) when
delivered by facsimile or electronic mail transmission (in either case, with confirmation of
delivery); (c) on the day following delivery of the notice by reputable overnight courier; or
(d) on the day following delivery of the notice by mailing by certified or registered U.S.
mail, postage prepaid, return receipt requested; and in any case shall be sent to the
applicable party at its address as set forth in Section 16 below. Addresses for notices may
be changed from time to time by written notice to all other parties pursuant to this Section
15.3.
15.4. Time of Essence. Time is of the essence of the performance of each of the obligations under
this Lease.
15.5. Recording of Lease. This Lease need not be recorded.
15.6. Rules and Regulations. Lessee shall observe reasonable Rules and Regulations established
and amended by the City for the Premises from time to time upon 30 days advance, written
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notice from the City to Lessee so long as any such rules, amendments or supplements do
not adversely affect Lessee's use of the Premises or expenses incurred under this Lease.
Lessee shall have a reasonable opportunity to comment on proposed rules and regulations.
The Rules are in addition to and shall not be construed to modify or amend this Lease in
any way, and to the extent the Rules conflict with the Lease the terms of the Lease shall
control.
15.7. Assignment. Lessee shall not assign or transfer this Lease without the City's prior consent,
which consent shall not be unreasonably withheld, conditioned, or delayed.
Notwithstanding anything in this Section 15.7 to the contrary, Lessee may, without the
City's consent, but after providing written notice to the City, assign this Lease or sublet all
or any portion of the Premises to: (a) any Related Entity (as defined below); (b) to a person
or entity acquiring all or substantially all of Lessee's assets; (c) to a person or entity that
acquires by merger, consolidation, or otherwise all or substantially all of the ownership
interests in and control of Lessee. "Related Entity" means any parent company, subsidiary,
affiliate or related corporate entity of Lessee that controls, is controlled by, or is under
common control with Lessee.
15.8. Alterations, Improvements and Additions. Lessee shall make no alterations, improvements
or additions to the Premises without the City's prior consent. The City may not withhold or
condition its consent unless the making or installation of the improvements or alterations
(a) adversely affects the Building structure, (b) adversely affects the Building systems, (c)
do not comply with applicable laws, (d) affect the exterior appearance of the Building, or
(e) a Design Problem.
15.9. 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
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.
15.10. Responsible Party. Following is the name and phone number of Lessee's representative
which may be contacted in an emergency: Brandy Dukes, Vice President of Operation,
(630) 920-4780.
15.11. Lessee to Supply Information. The Lessee shall, whenever requested by the City to do so,
furnish to the City full and correct contact information for staff members working at the
Premises, as may be requested by the City.
15.12. Parking. Lessee, its employees, agents, contractors, and invitees, shall have the use in
common with other lessees of the Building of the parking lot on the Property at no
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additional cost. As of the signing of this lease there are four (4) unreserved parking stalls
available for Building lessees.
15.13. 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 despite 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 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 judgement against the other.
15.14. Discrimination. Lessee shall not discriminate against any passenger because of sex, age,
race, color, creed, national origin, marital status or the presence of any disability, including
sensory, mental or physical handicap.
15.15. Lessee’s Property. The City agrees that all furnishings, furniture, fixtures, equipment,
inventory, merchandise, goods, chattels, trade fixtures, signage, appliances and other
personal property of Lessee at any time located on the Premises, (collectively, "Lessee's
Property"), shall be and at all times remain the sole and absolute property of Lessee,
regardless of whether the same (x) is affixed to the Premises, or (y) may now or hereafter
be regarded as a fixture or as property of the City by operation of law or otherwise. Lessee
shall have the right at any time and from time to time during the Term to remove any
Lessee's Property from the Premises; provided, however, that Lessee shall repair all
damage caused by such removal of Lessee’s Property.
15.16. Successors. Subject to Section 15.7, this Lease shall bind and inure to the benefit of the
parties, their respective heirs, successors, and permitted assigns.
15.17. Time of the Essence. Time is of the essence of each and every provision hereof. If the final
date of any period of time set forth herein occurs on a Saturday, Sunday or legal holiday,
then in such event, the expiration of such period of time shall be postponed to the next day
which is not a Saturday, Sunday or legal holiday.
15.18. Force Majeure. Except for the Commencement Date, the City and Lessee shall be excused
for the period of delay in the performance of any of their obligations hereunder, and shall
not be considered in default, and all time periods permitted hereunder for the performance
of any such term, covenant, or condition shall be tolled on a day-for-day basis upon written
notice from either party to the other of such party's inability to perform or satisfy any such
term, covenant, or condition of this Lease due to a Force Majeure. For purposes hereof,
"Force Majeure" means strikes, lockouts, labor disputes, shortages of labor, fire or other
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casualty, Acts of God, or any other cause beyond the reasonable control of a party,
including, but not limited to, events of nature (including snow or ice storm, tornadoes,
windstorms, flooding and severe weather), civil disturbances, interruptions by government
or court order, valid orders of any regulatory body having proper jurisdiction, pandemics
and epidemics, wars, riots, inability to secure materials (including inability to secure
materials by reason of allocations promulgated by authorized governmental agencies but
not including any such inability to obtain materials due to cost), and inability to obtain
permits due to any of the foregoing.
15.19. Counterparts. This Lease may be executed in counterparts all of which taken together shall
be deemed one original when executed by both parties. Furthermore, the parties agree that
(i) this Lease may be transmitted between them by electronic mail and (ii) electronic
signatures (including electronic copies of manual signatures) shall have the effect of
original signatures relative to this Lease.
16. NOTICES. Notice provided for in this Agreement shall be sent by:
16.1. Personal Service upon the contacts in 16.2
16.2. The contacts for the purpose of this Agreement Shall be:
16.2.1. For the City: Jesse Rice, or his/her designee
Parks & Recreation Director
525 N 3rd Ave
Pasco, WA 99301
ricej@pasco-wa.gov
16.2.2. For the Lessee: Brandy Dukes, or his/her designee
Vice President of Operations
801 Third Ave, Suite 220
Seattle, WA 98104
17. Entire Agreement. This Lease and the covenants and agreements set forth herein are and
shall constitute the entire agreement between the parties. None of these terms, covenants, and
agreements of this Lease shall in any manner be altered, waived or changed, except by
written instrument signed and delivered by the parties hereto.
18. Authorization. By signature below, each party warrants that they are authorized and
empowered to execute this Agreement binding the City and the Lessee respectively.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the
date first written above.
CITY OF PASCO, WASHINGTON LESSEE – INATAI FOUNDATION
City Manager Brandy Dukes, Vice President of Operations
STATE OF WASHINGTON )
:ss
County of Franklin )
On this day personally appeared before me __________________, 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 ____________, 2025.
_______________________________________
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 Brandy Dukes, Vice President of Operations for the INATAI
Foundation, 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 ____________, 2025.
_______________________________________
Notary Public in and for the State of Washington
Residing at ______________________________
My Commission Expires___________________
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EXHIBIT A
Legal Description
Legal description for property at the address of 403 W Lewis St, Pasco WA as follows:
That part of School Block Addition to the City of Pasco, Washington, described as lots Numbers
One(1), Two(2), Three(3) and Four (4) and that part of Lot Number Five (5) in said School Block
Addition described as follows beginning at the southeasterly corner of said lot Five as the point of
beginning; thence southwesterly along the South line of said lot, a distance of twenty (20) feet;
thence in a northeasterly direction, parallel with the West line of said lot a distance of one hundred
and forty (140) feet to the alley in said block, thence along the North line of said lot Five, a
distance of twenty (20) feet to the northeasterly corner of said lot, thence, in a southeast erly
direction, along East line of said lot, a distance of one hundred and forth (140) feet, to the point of
the beginning; all according to the plat of said School Block Addition on file in the office of the
County Auditor of all according to the plat of said School Block Addition on file in the office of
the County Auditor of Franklin County, Washington and recorded in Book No. 23, at Page 135 of
Deed Records said lots of parcels of land lying and being in Section Twenty-nine (29), Township
Nine (9) North of Range thirty (30) East of the Willamette Meridian.
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EXHIBIT B
Premises
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AGENDA REPORT
FOR: City Council January 28, 2025
TO: Richa Sigdel, Deputy City Manager City Council Regular
Meeting: 2/3/25
FROM: Maria Serra, Public Works Director
Public Works
SUBJECT: Franklin County Conservation District Presentation (10 minutes)
I. ATTACHMENT(S):
Presentation
Franklin Conservation District Rates & Charges
Letters of Support
II. ACTION REQUESTED OF COUNCIL / STAFF RECOMMENDATIONS:
Presentation - Kara Kaelber, Manager, Franklin Conservation District
III. FISCAL IMPACT:
None at this time.
IV. HISTORY AND FACTS BRIEF:
state of legal a is subdivision District Conservation Franklin The (FCD)
government mandated by RCW 89.08 to develop and administer voluntary,
non-regulatory natural of and use conservation the for programs wise
resources in Franklin County. The FCD was established in 1951 and is
governed by a 5-member board of elected and appointed supervisors who
establish priorities and set policy.
The FCD plays an important role in managing and protecting natural resources
in the region. Their main focus is on promoting sustainable land and water use
practices, issues supporting environmental conservation, and addressing
related to soil health, water quality, and wildlife habitat preservation.
In 2001, City of Pasco City Council, opted to be excluded from the FCD.
Currently, the City of Pasco contracts specific services with the FCD for
Page 74 of 150
educational and outreach needs, both on water conservation and stormwater
pollution prevention. This is a long-standing partnership.
V. DISCUSSION:
Kara Kaelber, Manager, Franklin Conservation District, will present on the
district's history and mission and explain the services offered by the district for
the conservation of natural resources in the region.
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Promoting the wise use of natural resources.
City of Pasco &
Franklin Conservation District
Partnership
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Who we are:
Franklin Conservation District (FCD) is a legal
subdivision of state government mandated by
RCW 89.08 to develop and administer voluntary,
non-regulatory programs for the wise use and
conservation of natural resources in Franklin
County.
The FCD was established in 1951 and is governed
by a 5-member board of elected and appointed
supervisors who establish priorities and set policy.1724 E Superior St. – Pasco
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Promoting the wise use of natural resources.
History of FCD:
•October 2, 1951 – West Franklin Soil Conservation District (excluding incorporated
cities and towns)
•April 22, 1957 – West Franklin Soil Conservation District (adding territory – no
exclusions)
•June 25, 1959 – Changing the name of West Franklin Soil Conservation District to
the Franklin Conservation District (and adding territory – no exclusions)
•May 23, 1972 – Adding the City of Connell
•October 29, 2001 –Excluding the City of Pasco
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Invitation to join the FCD
The Franklin Conservation District would like to invite the City of Pasco to become
a part of the district.
Annexing into the district allows the district to offer the city and its residents:
•Current and future programs and services
•Educational and financial resources
•Technical planning assistance and other benefits
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What we do:
FCD directly supports:
•Cooperative, voluntary, and
economically feasible solutions to
environmental problems
•Project-dependent financial
assistance
•Educating youth through hands -on
science inquiry about water and soil
quality and conservation issues
Healthy Lands = Healthy Communities = Healthy People
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Programs & Services:
Water Rights:
FCD has provided technical assistance to
water right applications and transfers since
1999. 78 of 202 applications have been
from the City of Pasco.
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Programs & Services:
Shrub Steppe Mitigation:
•Franklin CD manages funds for shrub -
steppe mitigation agreements mandated
for developers affecting shrub -steppe
habitats.
•CD collaborates with the City of Pasco
and WDFW to establish agreements that
will function as a shrub-steppe
mitigation bank, assisting developers in
offsetting impacts from future projects.
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Programs & Services:
Heritage Gardens:
•Assist landowners in creating water -
wise landscapes and gardens that
incorporate native plants of
Washington State.
•Promote water conservation.
•Heritage Gardens also honor the
unique natural and cultural features
of the Columbia River Basin.
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Programs & Services:
Education & Outreach:
•Salmon in the Classroom
•Wheat Week
•Drain Rangers & Jr. Drain Rangers
•High School STEM Academy
•Workshops & Farm Tours
•Community Events
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How we do our work:
The Franklin Conservation District is
funded through a variety of
interlocal agreements, grant funding,
and a system of local funding called
rates & charges.
For every $1.00 of local funds the
district leverages that to $20.00 of
grant funding to bring back to the
community.
74%
7%
3%
4%
12%
FCD Funding
ILA Grants Fee for Service Local Funding Shreb Steppe Mitigation
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Promoting the wise use of natural resources.
Rates & Charges
Local funding makes up ~4% of FCD’s
revenue. This number is decreasing with the
loss of agriculture lands due to urban
development.
How lands are assessed by the County on a
yearly basis:
Rangeland: $1.00 per parcel + $0.01 per acre
Dryland: $2.00 per parcel + $0.02 per acre
Irrigated: $5.00 per parcel + $0.10 per acre
Incorporated: $5.00 per parcel +$0.10 per
acre
74%
7%
3%
4%
12%
FCD Funding
ILA Grants Fee for Service Local Funding Shreb Steppe Mitigation
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Promoting the wise use of natural resources.
How the City of Pasco can help:
Including the City of Pasco into
the Franklin Conservation District
would allow the FCD to:
•Continue to offer programs
and services to City residents
•INCREASE our services and
opportunities to City residents
and offer NEW services and
opportunities.69%
6%
3%
11%
11%
FCD FUNDING
ILA Grants Fee for Service Local Funding Shreb Steppe Mitigation
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Franklin Conservation District
Proposed System of Rates and Charges for Natural Resource Protection
Rates and Charges Authorization (RCW 89.08.405)
System: 10-year authorization for land classes within the Franklin Conservation District
Boundary.
Irrigated Lands (includes rural home sites) = $5.00/parcel, plus $0.10/acre for all parcels
Dryland = $2.00/parcel, plus $0.02/acre for all parcels
Range Lands = $1.00/parcel, plus $0.01/acre for all parcels
Incorporated Lands = $5.00/parcel, plus $.10/acre for all parcels
Franklin County: (Excluding City of Pasco)
Estimated Parcels and Acreages Current (annual)
5,928 Irrigated Parcels @ 259,129 Acres $55,553
712 Dryland Parcels @ 214,332 Acres $5,711
1,167 Rangeland Parcels @ 176,091 Acres $2,928
1,800 Incorporated Parcels @ 15,447 Acres $10,545
Total $74,737
Franklin County: (Including City of Pasco)
Estimated Parcels and Acreages
Proposed (annual)
5,928 Irrigated Parcels @ 259,129 Acres $55,553
712 Dryland Parcels @ 214,332 Acres $5,711
1,167 Rangeland Parcels @ 176,091 Acres $2,928
25,385 Incorporated Parcels @ 36,598 Acres $130,585
Total $194,777
Note: Number of Eligible Parcels and Acreages above were calculated by the Franklin Conservation District. Actual values
will be calculated by the Franklin County Assessor’s Office. The Rates and Charges will be billed to the taxpayer by the
County Treasurer with property taxes, and will be due on the same schedule.
Page 89 of 150
Franklin Conservation District
Proposed Budget
January 1, 2025, through December 31, 2025
Estimated Yearly Revenue
Income from Natural Resource Rates and Charges $194,777
State or Local Grants/Projects $1,322,040
Estimated Total Income $1,516,817
Estimated Yearly Expenses
Object Rates and
Charges
Grants Total
District Management, Fiscal Management
• Franklin Co. Water Conservancy Board
• Shrub Steppe Mitigation
• Grant writing
$10,000 $200,000 $210,000
Education Programs
• Education Staff
• Education Projects
o Wheat Week
o Salmon in the Classroom
o Drain Rangers/Jr. Drain Rangers
o STEM Academy
o Teacher Workshops
$20,000
$370,000
$180,000
$370,000
$200,000
Technical Assistance Programs
• Technical Staff (Resource Conservationist, VSP
Coordinator, Research & Monitoring Coordinator,
Outreach Specialist, etc.)
• Cost-Share to Land Owners to Implement Best
Management Practices
• Contracted Services
$45,000
$50,000
$289,000
$100,000
$40,000
$334,000
$150,000
$40,000
Heritage Garden Program
• Heritage Garden Program Coordinator
• Cost-Share to homeowners to implement low water
landscaping
• Outreach/Education (workshops, demonstrations gardens,
etc.)
$20,000
$15,000
$14,000
$25,000
$45,000
$15,000
$14,000
City of Pasco Special Natural Resource Projects*
Equipment Purchase and Replacement $6,000 $28,000 $34,000
Travel / Mileage $8,000 $45,000 $53,000
Office Space and Supplies $6,777 $45,040 $52,817
Totals $194,777 $1,322,040 $1,516,817
*Rates & Charges budget could be adjusted to accommodate Special Natural Resource Projects developed in
partnership between the FCD and City of Pasco.
Page 90 of 150
September 2, 2024
To Whom it May Concern:
I am writing this letter to show my utmost support and appreciation for the Franklin
Conservation District and the education al programs my students and I have benefited
from. I have participated in over 20 years of programming that has always been offered
for FREE to all students in the Pasco School District.
Salmon in the Classroom is a rite of passage for 4 th graders. They can’t wait until they’re
old enough to raise salmon, participate in dissections, and finally release them in the
river. And once they leave 4th grade and I run into former students they always ask if we
still raise salmon. Each January we receive 200 salmon eggs to raise and care for until
May. While we have them, we track water quality data, learn about different species,
explore their anatomy, understand the importance to Native tribes, study impacts to our
region, participate in radio telemetry (scientists tracking their migration patterns and
behaviors) virtually or in person, and discuss social dilemmas involving the dams . These
real-life topics and experiences are not only incredibly engaging and exciting for
students to take part in, but they support so many of our science, social studies, math
and language arts standards. The Franklin Conservation District supports the teachers
with the large tank and necessary supplies, carcasses for dissection, student materials,
and professional development opportunities. The staff also designs and facilitates a
phenomenal culminating experience called the Salmon Celebration at Sacajawea Park.
Each school gets their own day filled with rotations including a salmon release, active
play emulating the salmons’ experience, bird watching, an art project reflecting the
salmon life cycle, salmon tagging with local scientists, a visit to the Sacajawea
Interpretive Center and tour of the famous Maya Lin Story Circles art installment where
Lewis & Clark once rendezvoused with local Native Americans. Students and parent
volunteers who have joined us have always been very impressed and appreciative of the
Franklin Conservation District and what they offer students.
I have also had the privilege of participating in Wheat Week, which partners beautifully
with Salmon in the Classroom and several of our grade level science kits. Franklin
Conservation District instructors come in to classrooms for an hour a day for a week and
teach students about wheat and its importance in our region, all the products we
consume using wheat, erosion, the water cycle, plant DNA, crossbreeding plants to get
new varieties, and the global impact our region makes on the rest of the world with our
wheat. They also learn about scientists who have curbed hunger in parts of the world
Page 91 of 150
September 2, 2024
using agricultural techniques to solve problems. Students do a hands -on activity each
day and have highly engaging instructors and materials. They are regularly adding and
improving their presentations each year to make them even better and provide all
student materials.
I have colleagues who have participated in the other programs offered by the Franklin
Conservation District and there is one consensus. These are high-quality programs that
support grade level standards and have a high-level of engagement for students. This is
a great way for our schools to connect with the community and its resources. These
programs are a great asset with no cost to the district, school, teachers or students and
families. Please help support the continuation of these programs and the great staff
that makes them happen.
Sincerely,
Beth Austin
4th grade teacher, Ruth Livingston Elementary
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Pasco City Council
525 N. 3rd Ave. Pasco, WA 99301
Dear Members of the Pasco City Council,
We are writing to express our strong support for the Franklin Conservation District’s
request to annex the City of Pasco into their district. As residents we benefit from their
services, including the Heritage Gardens program, we believe their annexation would
provide substantial value to our community.
From 2000-06, Franklin Conservation District (FCD) facilitated Jenny’s adoption of the
Salmon in the Classroom program. This provided the basis for an enduring collaborative
attitude toward community endeavors. We shared teacher trainings to focus on
environmental and sustainability education, always supporting and learning from one
another.
As a natural extension, we have adopted a mindset of converting our acre into a water-
wise sustainable mix of gardens that reflect local natural beauty and provide some
habitat for wildlife. FCD has been very supportive of our efforts to learn about native
plants, their selection and cultivation.
Committed to demonstrating and promoting conservation practices, FCD benefits
individuals, neighborhoods, and the entire community. By annexing the City of Pasco
into the District, our residents would gain greater access to these invaluable resources
and services. This inclusion would promote sustainable land use practices, improve
water quality, and encourage the responsible stewardship of our natural resources-
initiatives that are essential for the long-term health and well-being of our community.
We urge the City Council to approve the Franklin Conservation District’s request for
annexation. Expanding their reach into Pasco would provide our residents with more
opportunities to engage in conservation efforst and learn about sustainable practices,
ultimately making our city a more resilient place to live.
Thank you for considering our support for this important initiative.
Sincerely,
Jenny & Pete Rieke
9104 Pooler Street
Pasco, WA 99301
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913 Rd 54 Pasco, Wa 99301
Pasco City Council
525 N 3rd Ave
Pasco, WA 99301
Dear Members of the Pasco City Council,
I am writing to express my strong support for the Franklin Conservation District's request to
annex the City of Pasco into their district. As a resident who has greatly benefited from their
services, particularly the Heritage Garden program, I believe this annexation would provide
substantial value to our community.
The Heritage Garden program has been an invaluable resource for me. When I decided to create
a water-wise, sustainable garden that reflects our region's natural beauty, the Franklin
Conservation District was incredibly easy to work with and provided a wealth of knowledge and
support. Their staff members were always prompt, professional, and eager to assist, offering
practical advice on native plants and sustainable gardening practices. This guidance helped me
establish a beautiful and thriving garden that conserves water and supports local wildlife.
My neighbors have been curious about what I was doing. When the plants were just planted I
had flags to show where the plants were. The neighbors were wondering what I was doing.
Now that flowers are blooming, I get nothing but complements and questions about the process.
The Heritage Garden program has supported me when I needed advice. I could not have done
this on my own.
Moreover, the Franklin Conservation District has demonstrated a commitment to promoting
conservation practices that benefit both individuals and the community as a whole. By annexing
the City of Pasco into the District, our residents would gain greater access to these invaluable
resources and services. This inclusion would promote sustainable land use practices, improve
water quality, and encourage the responsible stewardship of our natural resources—initiatives
that are essential for the long-term health and well-being of our community.
I urge the City Council to approve the Franklin Conservation District's request for annexation.
Expanding their reach into Pasco would provide our residents with more opportunities to engage
in conservation efforts and learn about sustainable practices, ultimately making our city a more
resilient place to live.
Thank you for considering my support for this important initiative.
Sincerely,
Alice Allison
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AGENDA REPORT
FOR: City Council January 23, 2025
TO: Richa Sigdel, Deputy City Manager City Council Regular
Meeting: 2/3/25
FROM: Maria Serra, Director
Public Works
SUBJECT: *Resolution No. 4564 - Acceptance of Work for Broadmoor Area Tax
Increment Financing Improvements Utility Package Phase 1B Project (5
minutes)
I. ATTACHMENT(S):
Resolution
Presentation
II. ACTION REQUESTED OF COUNCIL / STAFF RECOMMENDATIONS:
MOTION:the accepting 4564, No. I approve to move work Resolution
performed by Goodman & Mehlenbacher Enterprises, Inc., under contract for
the Broadmoor Area Tax Increment Financing (TIF) Improvements – Utility
Package Phase 1B project.
III. FISCAL IMPACT:
Total payment was made to Goodman & Mehlenbacher Enterprises, Inc., of
Kennewick, Washington in the amount of $4,549,159.26.
This project was funded with Utility funds from the City of Pasco
IV. HISTORY AND FACTS BRIEF:
The construction contract for the Broadmoor Area Tax Increment Financing
(TIF) Improvements – Utility Package Phase 1B project was awarded by
Council via Resolution No. 4365 to Goodman & Mehlenbacher Enterprises,
Inc., the of amount in 2023, 21, August on Washington, Kennewick, of
$4,499,476.43. The project is now complete and was constructed per project
specifications. There were four change orders, including the final reconciliation
change cost construction final The was totaled that order, $49,682.83.
$4,549,159.26.
Page 98 of 150
Formal acceptance of public works projects is required by State law and start
the 45-day period within which an outside vendor, supplier or laborer would
have an opportunity to file a claim against this project pursuant to RCW
60.28.011 (2). Upon completion of the 45-day lien filing period, retainage being
held by the City may be released upon receipts of the following:
An affidavit of no liens
A release from the Department of Revenue that all taxes have been paid
A release from any claims from the Department of Labor and Industries,
pursuant to RCW 60.28.051
V. DISCUSSION:
Staff recommends City Council's acceptance of the Broadmoor Area Tax
Increment Financing (TIF) Improvements – Utility Package Phase 1B project as
constructed by Goodman & Mehlenbacher Enterprises, Inc. of Kennewick,
Washington.
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Resolution – Broadmoor TIF-Utility Package Project Acceptance- 1
RESOLUTION NO. ________
A RESOLUTION OF THE CITY OF PASCO, WASHINGTON,
ACCEPTING WORK PERFORMED BY GOODMAN & MEHLENBACHER
ENTERPRISES, INC., UNDER CONTRACT FOR THE BROADMOOR AREA
TAX INCREMENTS FINANCING (TIF) IMPROVEMENTS - UTILITY
PACKAGE PROJECT.
WHEREAS, the work performed by Goodman & Mehlenbacher Enterprises, Inc, under
contract for Project No. 22 377 Phase 1-B has been examined by City of Pasco (City) staff and
been found to be in apparent compliance with the applicable project specifications and drawings;
and
WHEREAS, it is City staff’s recommendation that the City of Pasco formally accept the
contractor's work and the project as complete.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PASCO, WASHINGTON:
That the City Council concurs with City staff’s recommendation and thereby accepts the
work performed by Goodman & Mehlenbacher Enterprises, Inc., under contract for Project No. 22
377 Phase 1-B as being completed in apparent compliance with the project specifications and
drawings.
Be It Further Resolved, that the City Clerk is hereby directed to notify the Washington
State Department of Revenue of this acceptance.
Be It Further Resolved, that the final payment of retainage being withheld, pursuant to
RCW 60.28.011, regulations and administrative process, shall be released upon apparent
compliance with and satisfaction of applicable project specifications and verification thereof by
Public Works Department staff and Finance Director.
Be It Further Resolved, that this Resolution shall take effect immediately.
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Resolution – Broadmoor TIF-Utility Package Project Acceptance- 2
PASSED by the City Council of the City of Pasco, Washington, on this ___ day of _____,
2025.
_____________________________
Pete Serrano
Mayor
ATTEST: APPROVED AS TO FORM:
_____________________________ ___________________________
Debra Barham, CMC Kerr Ferguson Law, PLLC
City Clerk City Attorneys
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February 3, 2025
Pasco City Council
Regular Meeting
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CONSTRUCTION COSTS
Engineer’s Estimate $7,009,801.50
Bid Award $4,499,476.43
Project Change Orders $73,632.82
Project Closeout Reconciliation ($23,949.99)
Final Construction Contract Total $4,549,159.26
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AGENDA REPORT
FOR: City Council January 29, 2025
TO: Richa Sigdel, Deputy City Manager City Council Regular
Meeting: 2/3/25
FROM: Maria Serra, Director
Public Works
SUBJECT: *Resolution No. 4565 - Bid Award for Broadmoor Area Tax Increment
Financing Improvements - Sandifur Pkwy/Rd 108 Extension Project (5
minutes)
I. ATTACHMENT(S):
Resolution
Power Point Presentation
II. ACTION REQUESTED OF COUNCIL / STAFF RECOMMENDATIONS:
MOTION: I move to approve Resolution No. 4565, awarding bid for Project No.
23 552 for the Sandifur Pkwy/Rd 108 Extension Project to Culbert Construction
of Pasco, Washington and, further, authorize the City Manager to execute the
contract documents.
III. FISCAL IMPACT:
Construction Contract: $7,223,296.20
Funding is provided by Utility Rates and Tax Increment Financing.
The Share Proportionate the and Adopted Biennial 2023-2024 Budget
Contributions received provide the funding to cover design, construction, and
construction management/administration costs.
IV. HISTORY AND FACTS BRIEF:
The Broadmoor area has the opportunity, if developed properly, to serve as a
significant economic engine for the Pasco community providing for increased
tax revenues to support City services and provide significant employment
opportunities for the residents of Pasco. In addition to the economic stimulus,
the development of the Broadmoor area will provide the necessary residential
units to meet the demands of the population growth projected for the area by
Page 108 of 150
the State of Washington.
The Washington State Legislature, during its 2021 legislative session, enacted
“AN ACT Relating to tax increment financing” and codified as RCW 39.114 (the
“TIF” Act), which authorizes local governments, including cities, to carry out tax
increment financing of the public improvements needed to support vital private
economic development projects.
Tax Increment Financing (TIF) is a program that allocates revenues generated
from the increased assessed valuation of properties improved by private
development that are within a designated Tax Increment Area (TIA) to pay for
public improvements that are needed to support development.
Council adopted Ordinance No. 4618, on October 31, 2022, designating a
specific TIF area of approximately 671 acres in the Broadmoor area.
The Sandifur Pkwy/Rd 108 Extension project fall within the scope of allowable
work as defined by Section 4 of Ordinance No. 4618.
The Phase 1A which is now complete, provided for rough grading for the
alignments of Road 108, Sandifur Parkway and a utility corridor, in anticipation
of the construction of utilities and roadways, in subsequent phases.
The Phase 1B Utility Package Phase project is now complete. The goal of this
project was to install critical utility infrastructure backbone that serves the entire
Broadmoor Area. The alignments of these utilities were selected to allow one
of the future planned phases to construct arterials and collectors that will make
up the heart of the transportation grid in this area.
This third phase of the Broadmoor TIF improvements, which is still in
deficiencies current addresses and near and construction completion,
accommodates future traffic projections at the intersection of Broadmoor and
Burns, which is a key access point to the Broadmoor area. There are two new
public schools to the east that use this intersection as an access point as well.
This project will provide a signalized intersection, dedicated turn lanes, and
multi-modal considerations intended to both raise the vehicular level of service
and provide a safe environment for pedestrians and bicyclists.
The fourth phase of the Broadmoor TIF improvements, which is currently in
construction, accommodates future traffic projections along the Broadmoor
corridor between Nottingham Drive and Sandifur Boulevard. Improvements are
proposed and at the intersections of Broadmoor/Sandifur Parkway
Broadmoor/Buckingham Drive, as well as widening of the corridor. The project
will provide a new signalized intersection, dedicated turn lanes, and multi-
modal considerations throughout the Broadmoor corridor.
Page 109 of 150
V. DISCUSSION:
The Sandifur Pkwy/Rd 108 Extension project is the fifth phase of the
Broadmoor TIF improvements. This project will provide road infrastructure by
extending Sandifur Pkwy to Rd 108 and constructing Rd 108 from Burns Rd,
on the north end, to Harris Rd, on the south end. The project will provide
signalized intersections at Rd 103 and Rd 105 and provide multi-modal
considerations throughout the new corridor.
The Sandifur Pkwy/Rd 108 Extension project was advertised for bids on
Wednesday, December 18, 2024. On January 22, 2025, a public bid opening
was held at 2:00 PM.
A total of nine (9) bids were received. The lowest responsible, responsive
bidder was Culbert Construction of Pasco, Washington, in the amount of
$7,223,296.20. The Engineer's Estimate is $11,262,806.55. The second lowest
bid was submitted by Premier Excavation in the amount of $7,318,483.27.
The Engineer of Record, PBS Engineering & Environmental Inc, and City staff
completed the review of the bid submittal, and no exemptions or irregularities
were found.
City staff recommends award of the contract for the Broadmoor Area TIF –
Sandifur Pkwy/Rd 108 Extension project to Culbert Construction of Pasco,
Washington, in the amount of $7,223,296.20.
Page 110 of 150
Resolution - Sandifur Pkwy/Rd 108 Extension Project- 1
RESOLUTION NO. ____
A RESOLUTION OF THE CITY OF PASCO, WASHINGTON.
AWARDING BID FOR PROJECT NO. 23 552 FOR THE SANDIFUR
PKWY/RD 108 EXTENSION PROJECT TO CULBERT CONSTRUCTION, OF
PASCO, WASHINGTON; AND FURTHER, AUTHORIZE THE INTERIM CITY
MANAGER TO EXECUTE THE CONTRACT DOCUMENTS.
WHEREAS, the City of Pasco (City) identified the Sandifur Pkwy/Rd 108 Extension
Project in the Approved Capital Improvement Plan; and
WHEREAS, this Contract provides for new roadways, dedicated turn lanes, utilities, and
multi-modal transportation accommodations in the form of sidewalks and a multi-use path; and
WHEREAS, the City solicited sealed public bids for this project, identified as the Sandifur
Pkwy/Rd 108 Extension Project; and
WHEREAS, on January 22, 2025, at 2:00 p.m., nine (9) bids were received and opened
by the City; and
WHEREAS, the lowest responsive bidder was Culbert Construction, with a bid of
$7,223,296.20, the Engineer’s Estimate was $11,262,806.55; and
WHEREAS, the bid documentation was reviewed, and the bidder was determined to be
responsible and responsive.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PASCO, WASHINGTON:
That the City hereby awards the Sandifur Pkwy/Rd 108 Extension Project to Culbert
Construction, of Pasco, WA, in the amount of $7,223,296.20, and further authorizes the Interim
City Manager to execute the Contract documents.
Be It Further Resolved that this Resolution shall take effect and be in full force
immediately upon passage by the City Council.
PASSED by the City Council of the City of Pasco, Washington, on this 3rd day of February,
2025.
_____________________________
Pete Serrano
Mayor
ATTEST: APPROVED AS TO FORM:
_____________________________ ___________________________
Debra Barham, CMC Kerr Ferguson Law, PLLC
City Clerk City Attorneys
Page 111 of 150
February 3, 2025
Pasco City Council
Regular Meeting
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February 3, 2025
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•The City solicited public bids for this project on December 18, 2024,
bids were opened on January 22, 2025.
•Nine (9) bids were received, the lowest responsible bidder was Culbert
Construction in the amount of $7,223,296.20.
•The Engineer’s estimate for this project was $11,262,806.55.
•City Staff reviewed the bid submittal and found no exemptions or
irregularities. Staff recommends award of the Contract to Culbert
Construction
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AGENDA REPORT
FOR: City Council January 30, 2025
TO: Richa Sigdel, Deputy City Manager City Council Regular
Meeting: 2/3/25
FROM: Richa Sigdel, Deputy City Manager
City Manager
SUBJECT: Resolution No. 4566 - Authorizing the Interim City Manager to Execute
Purchase and Sale Agreement to Purchase 321 W Lewis St (5 minutes)
I. ATTACHMENT(S):
Presentation
Resolution
Purchase and Sale Agreement
II. ACTION REQUESTED OF COUNCIL / STAFF RECOMMENDATIONS:
MOTION: I move to approve Resolution No. 4566, ratifying the purchase and
sale agreement with West Pasco LLC for purchase of 321 West Lewis Street,
Pasco, WA.
III. FISCAL IMPACT:
Purchase Price - $103,000
IV. HISTORY AND FACTS BRIEF:
The City has been leasing the property located at 321 West Lewis Street for
approximately 15 years. The facility currently serves as the operational base
for the City’s Graffiti Abatement Program, which plays a key role in maintaining
clean and safe public spaces. A portion of the property is also subleased to
another public agency for community programming, further supporting local
services and engagement.
Under the terms of the lease, the City is responsible for property taxes and
maintenance, After payment. rental monthly the to addition in $1,200
purchasing evaluating long-term costs, the City has determined that the
property is a financially responsible investment that will enhance operational
efficiency while reducing long-term expenses. The acquisition is being made
Page 120 of 150
well below market value, and based on the current lease payments, the City
will recover its investment within approximately eight years.
The building was last remodeled in 1995, abatement for lead paint and
asbestos was completed. Staff report the building to be in great condition.
Owning the property will ensure continued support for essential municipal
services, provide long-term cost savings, and allow for future improvements to
better serve the community. Additionally, securing this location aligns with the
City’s efforts to invest in infrastructure, strengthen economic sustainability, and
enhance the overall quality of life for residents.
V. DISCUSSION:
Staff recommends approval of the Resolution ratifying the Purchase and Sale
Agreement for the purchase of 123 W Lewis Street as it advantageous to the
City and meets Council's goals.
Page 121 of 150
February 3rd, 2025
Pasco City Council
Regular
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Purchase of 321 W
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February 3rd, 2025
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Details
Policy Decision
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Body copy
Property Purchase – 321 W Lewis Street
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Layout:
•Main Space: Approx. 3493 sf
•Basement: Approx. 900 sf
•Approx. 0.16 acres
Financial Information:
•Price: $105,000
•Approx. $23.90 per square foot
•Franklin County Assessor Value:
$269,100
Condition:
•Remodel in 1995
•Lead and Asbestos abated
Details
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Current Lease Agreement &
Costs
•The City has leased the property for
15 years at a cost of $1,200 per
month
•Currently, the City also covers
property taxes and maintenance.
•Investment Recovery: Approx. 8
years
Details
7
City Use of the Property
•Services as the operation base for
the Graffiti Abatement Team
•A portion of the property is
subleased to a public agency for
community programming
•Ownership of this facility will allow for
future improvements and operational
flexibility
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1.Formally approve the purchase
of 123 W Lewis Street
2.Authorized the Interim City
Manager to complete the
transaction in accordance with
the Purchase and Sale
Agreement
Policy Decision
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Resolution – Purchase and Sales Agreement 321 W Lewis St - 1
RESOLUTION NO. _____
A RESOLUTION OF THE CITY OF PASCO, WASHINGTON,
RATIFYING THE PURCHASE AND SALE AGREEMENT WITH WEST
PASCO LLC FOR PURCHASE OF 321 WEST LEWIS STREET, PASCO, WA.
WHEREAS, the City of Pasco (City) currently leases the property located at 321 West
Lewis Street for municipal administration purposes; and
WHEREAS, acquiring the property will provide long-term stability, reduce leasing costs,
and ensure continued availability of space to support municipal operations; and
WHEREAS, West Pasco LLC have authorized the sale of their property for the amount of
one hundred and three thousand dollars ($103,000); 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 Purchase
and Sale Agreement with West Pasco LLC for the purchase of 321 West Lewis Street.
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
Purchase and Sale Agreement between the City of Pasco and West Pasco LLC as attached hereto
and incorporated herein as Exhibit A.
Be It Further Resolved, that the Purchase and Sale Agreement signed by the City Manager
is hereby ratified on behalf of the City of Pasco; and the Interim City Manager is hereby authorized
to take all steps required to complete the sale; 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, on this 3rd day of February,
2025.
_____________________________
Pete Serrano
Mayor
ATTEST: APPROVED AS TO FORM:
_____________________________ ___________________________
Debra Barham, CMC Kerr Ferguson Law, PLLC
City Clerk City Attorneys
Page 132 of 150
Commercial & Investment Real Estate
Purchase & Sale Agreement
Commercial Brokers Association
ALL RIGHTS RESERVED
CBA Form PS-1A | Purchase & Sale Agreement
Rev. 7/2020
Page |1 15
SPECIFIC TERMS
Reference Date: January 8, 2025
Offer Expiration Date: January 15, 2025 5:00pm
1.PROPERTY: The Property is legally described on Exhibit A. Address: 321 W. Lewis St City of
Pasco, Franklin County, Washington. Tax Parcel No(s): 112.034.263
Included Personal Property: X None; If on and used in connection with the Property, per
Section 25 (None, if not completed).
2.BUYER(S): City of Pasco
3.SELLER(S): West Pasco LLC
4.PURCHASE PRICE: $ 103,000
Payable as: X Cash; Financing (Form PS_FIN attached); Other
5.EARNEST MONEY: $ 5,000 Dollars; Held by Closing Agent
Form of Earnest Money: Check; X Wire Transfer; Note; Other
Earnest Money Due Date: X 5 days after Mutual Acceptance; days after satisfaction
of Feasibility Contingency; or
6.FEASIBILITY CONTINGENCY DATE: 0 days after Mutual Acceptance
7.CLOSING DATE: on or before February 1, 2025
8.CLOSING AGENT: Ticor Title | Patty Sweetwood
9.TITLE INSURANCE COMPANY: Ticor Title
10. DEED: X Statutory Warranty Deed; or Bargain and Sale Deed
11.POSSESSION: X on closing; Other:
12. SELLER CITIZENSHIP (FIRPTA): Seller is; X is not a foreign person for the purposes of US
income taxation.
13. BUYER’S DEFAULT: X Forfeiture of Earnest Money; Seller’s Election of Remedies
14. SELLER’S DEFAULT: X Recover Earnest Money or Specific Enforcement; Buyer’s Election of
Remedies
15. UNPAID UTILITIES: Buyer and Seller Don Not Waive (Form UA attached); X Waive
16. AGENCY DISCLOSURE: Selling Broker represents: X Buyer; Seller; both parties
Listing Broker represents: Seller; both parties
17.BUYER BROKERAGE FIRM COMPENSATION: % of sale price or $ 3,000
Buyer Date Buyer Date
Seller Date Seller Date
Docusign Envelope ID: 351E469E-1472-4E38-AFC2-0014D4849446
1/8/2025
Docusign Envelope ID: 9FBD98B5-96C1-4B02-AFB8-597EC202E9DF
1/10/2025
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Commercial & Investment Real Estate
Purchase & Sale Agreement
Commercial Brokers Association
ALL RIGHTS RESERVED
CBA Form PS-1A | Purchase & Sale Agreement
Rev. 7/2020
Page |2 15
18.EXHIBITS AND ADDENDA. The following Exhibits and Addenda are made a part of this
Agreement:
Earnest Money Promissory Note Back-Up Addendum
Blank Promissory Note Vacant Land Addendum
Blank Short Form Deed of Trust Financing Addendum
Blank Deed of Trust Rider Tenant Estoppel Certificate(s)
Utility Charges Addendum Defeasance Addendum
FIRPTA Certification Lead-Based Paint Disclosure
Assignment and Assumption X Exhibit A: Legal Description
Addendum/Amendment X Exhibit B: Additional Terms
19. IDENTIFICATION OF THE PARTIES. The following is the contact information for the parties
involved in this Agreement:
Buyer Seller
Contact: Richa Sigdel Contact: Leonard Dietrich
Address: 523 N. 3rd Ave. Address: PO Box 2267
Pasco, WA 99301 Pasco, WA 99301
Phone: 509.544.3060 Phone: 509.521.6848
Email: sigdelr@pasco-wa.gov Email: 2lendietrich@gmail.com
Selling Firm Listing Firm
Name: SVN | Retter & Company Name: NONE
Listing Broker: Rob Ellsworth Selling Broker:
Address: 329 N. Kellogg St. Address:
Kennewick, WA 99336
Phone: 509.430.2378 Phone:
Email: Rob@RobEllsworth.com Email:
Firm Lic. #: 20279 Firm Lic. #:
Broker Lic. #: 17790 Broker Lic. #:
Copy of Notices to Buyer to: Copy of Notices to Seller to:
Name: Name:
Company: Company:
Address: Address:
Phone: Phone:
Email: Email:
20. Purchase and Sale. Buyer agrees to buy and Seller agrees to sell the commercial real estate
identified in Section 1 as the Property and all improvements thereon. Unless expressly provided
otherwise in this Agreement or its Addenda, the Property shall include (i) all of Seller’s rights,
title and interest in the Property, (ii) all easements and rights appurtenant to the Property, (iii)
all buildings, fixtures, and improvements on the Property, (iv) all unexpired leases and
subleases; and (v) all included personal property.
21. Acceptance; Counteroffers. If this offer is not timely accepted, it shall lapse and the earnest
money shall be refunded to Buyer. If either party makes a future counteroffer, the other party
shall have until 5:00 p.m. on the day (if not filled in, the second day) following receipt to
accept the counteroffer, unless sooner withdrawn. If the counteroffer is not timely accepted or
countered, this Agreement shall lapse and the earnest money shall be refunded to Buyer. No
Buyer Date Buyer Date
Seller Date Seller Date
Docusign Envelope ID: 351E469E-1472-4E38-AFC2-0014D4849446
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Docusign Envelope ID: 9FBD98B5-96C1-4B02-AFB8-597EC202E9DF
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Commercial & Investment Real Estate
Purchase & Sale Agreement
Commercial Brokers Association
ALL RIGHTS RESERVED
CBA Form PS-1A | Purchase & Sale Agreement
Rev. 7/2020
Page |3 15
acceptance, offer or counteroffer from Buyer is effective until a signed copy is received by
Seller, the Listing Broker or the licensed office of the Listing Broker. No acceptance, offer or
counteroffer from Seller is effective until a signed copy is received by Buyer, the Selling Broker
or the licensed office of the Selling Broker. "Mutual Acceptance" shall occur when the last
counteroffer is signed by the offeree, and the fully-signed counteroffer has been received by
the offeror, his or her broker, or the licensed office of the broker. If any party is not represented
by a broker, then notices must be delivered to that party and shall be effective when received
by that party.
22. Earnest Money. Selling Broker and Selling Firm are authorized to transfer Earnest Money to
Closing Agent as necessary. Selling Firm shall deposit any check to be held by Selling Firm
within 3 days after receipt or Mutual Acceptance, whichever occurs later. If the Earnest Money
is to be held by Selling Firm and is over $10,000, it shall be deposited to: the Selling Firm's
pooled trust account (with interest paid to the State Treasurer); or a separate interest
bearing trust account in Selling Firm's name, provided that Buyer completes an IRS Form W-9
(if not completed, separate interest bearing trust account). The interest, if any, shall be credited
at closing to Buyer. If this sale fails to close, whoever is entitled to the Earnest Money is
entitled to interest. Unless otherwise provided in this Agreement, the Earnest Money shall be
applicable to the Purchase Price.
23. Title Insurance.
a. Title Report. Seller authorizes Buyer, its Lender, Listing Broker, Selling Broker or Closing
Agent, at Seller’s expense, to apply for and deliver to Buyer a standard coverage owner’s
policy of title insurance from the Title Insurance Company. Buyer shall have the discretion to
apply for an extended coverage owner’s policy of title insurance and any endorsements,
provided that Buyer shall pay the increased costs associated with an extended policy
including the excess premium over that charged for a standard coverage policy, the cost of
any endorsements requested by Buyer, and the cost of any survey required by the title
insurer. If Seller previously received a preliminary commitment from a title insurer that Buyer
declines to use, Buyer shall pay any cancellation fee owing to the original title insurer.
Otherwise, the party applying for title insurance shall pay any title cancellation fee, in the
event such a fee is assessed.
b. Permitted Exceptions. Buyer shall notify Seller of any objectionable matters in the title
report or any supplemental report within the earlier of: (a) days (20 days if not completed)
after receipt of the preliminary commitment for title insurance; or (b) the Feasibility
Contingency Date. This Agreement shall terminate and Buyer shall receive a refund of the
earnest money, less any costs advanced or committed for Buyer, unless within five (5) days of
Buyer’s notice of such objections Seller shall give notice, in writing, of its intent to remove all
objectionable provisions before Closing. If Seller fails to give timely notice that it will clear all
disapproved objections, this Agreement shall automatically terminate and Buyer shall receive
a refund of the earnest money, less any costs advanced or committed for Buyer, unless Buyer
notifies Seller within three (3) days that Buyer waives any objections which Seller does not
agree to remove. If any new title matters are disclosed in a supplemental title report, then the
preceding termination, objection and waiver provisions shall apply to the new title matters
except that Buyer’s notice of objections must be delivered within three (3) days of receipt of
the supplemental report by Buyer and Seller’s response or Buyer’s waiver must be delivered
within two (2) days of Buyer’s notice of objections. The Closing Date shall be extended to the
extent necessary to permit time for these notices. Buyer shall not be required to object to any
mortgage or deed of trust liens, or the statutory lien for real property taxes, and the same
shall not be deemed to be Permitted Exceptions; provided, however, that the lien securing
any financing which Buyer has agreed to assume shall be a Permitted Exception. Except for
the foregoing, those provisions not objected to or for which Buyer waived its objections shall
be referred to collectively as the “Permitted Exceptions.” Seller shall reasonably cooperate
with Buyer and the title company to clear objectionable title matters and shall provide an
Buyer Date Buyer Date
Seller Date Seller Date
Docusign Envelope ID: 351E469E-1472-4E38-AFC2-0014D4849446
1/8/2025
Docusign Envelope ID: 9FBD98B5-96C1-4B02-AFB8-597EC202E9DF
1/10/2025
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Commercial & Investment Real Estate
Purchase & Sale Agreement
Commercial Brokers Association
ALL RIGHTS RESERVED
CBA Form PS-1A | Purchase & Sale Agreement
Rev. 7/2020
Page |4 15
affidavit containing the information and reasonable covenants requested by the title
company. The title policy shall contain no exceptions other than the General Exclusions and
Exceptions common to such form of policy and the Permitted Exceptions.
c. Title Policy. At Closing, Buyer shall receive an ALTA Form 2006 Owner’s Policy of Title
Insurance with standard or extended coverage (as specified by Buyer) dated as of the Closing
Date in the amount of the Purchase Price, insuring that fee simple title to the Property is
vested in Buyer, subject only to the Permitted Exceptions (“Title Policy”), provided that Buyer
acknowledges that obtaining extended coverage may be conditioned on the Title Company’s
receipt of a satisfactory survey paid for by Buyer. If Buyer elects extended coverage, then
Seller shall execute and deliver to the Title Company on or before Closing the such affidavits
and other documents as the Title Company reasonably and customarily requires to issue
extended coverage.
24. Feasibility Contingency. Buyer’s obligations under this Agreement are conditioned upon
Buyer's satisfaction, in Buyer’s sole discretion, concerning all aspects of the Property, including
its physical condition; the presence of or absence of any hazardous substances; the contracts
and leases affecting the Property; the potential financial performance of the Property; the
availability of government permits and approvals; and the feasibility of the Property for Buyer's
intended purpose. This Agreement shall terminate and Buyer shall receive a refund of the
earnest money unless Buyer gives notice that the Feasibility Contingency is satisfied to Seller
before 5:00pm on the Feasibility Contingency Date. If such notice is timely given, the feasibility
contingency shall be deemed to be satisfied and Buyer shall be deemed to have accepted and
waived any objection regarding any aspects of the Property as they exist on the Feasibility
Contingency Date.
a. Books, Records, Leases, Agreements. Within 3 days (3 days if not filled in) Seller shall
deliver to Buyer or post in an online database maintained by Seller or Listing Broker, to which
Buyer has been given unlimited access, true, correct and complete copies of all documents in
Seller’s possession or control relating to the ownership, operation, renovation or development
of the Property, excluding appraisals or other statements of value, and including the
following: statements for real estate taxes, assessments, and utilities for the last three years
and year to date; property management agreements and any other agreements with
professionals or consultants; leases or other agreements relating to occupancy of all or a
portion of the Property and a suite-by-suite schedule of tenants, rents, prepaid rents,
deposits and fees; plans, specifications, permits, applications, drawings, surveys, and studies;
maintenance records, accounting records and audit reports for the last three years and year
to date; any existing environmental reports; any existing surveys; any existing inspection
reports; and “Vendor Contracts” which shall include maintenance or service contracts, and
installments purchase contracts or leases of personal property or fixtures used in connection
with the Property. Buyer shall determine by the Feasibility Contingency Date: (i) whether Seller
will agree to terminate any objectionable Vendor Contracts; and (ii) whether Seller will agree
to pay any damages or penalties resulting from the termination of objectionable Vendor
Contracts. Buyer’s waiver of the Feasibility Contingency shall be deemed Buyer’s acceptance
of all Vendor Contracts which Seller has not agreed in writing to terminate. Buyer shall be
solely responsible for obtaining any required consents to such assumption and the payment
of any assumption fees. Seller shall cooperate with Buyer's efforts to receive any such
consents but shall not be required to incur any out-of-pocket expenses or liability in doing so.
Any information provided or to be provided by Seller with respect to the Property is solely for
Buyer’s convenience and Seller has not made any independent investigation or verification of
such information (other than that the documents are true, correct, and complete, as stated
above) and makes no representations as to the accuracy or completeness of such
information, except to the extent expressly provided otherwise in this Agreement. Seller shall
transfer the Vendor Contracts as provided in Section 25.
b. Access. Seller shall permit Buyer and its agents, at Buyer's sole expense and risk, to enter
the Property at reasonable times subject to the rights of and after legal notice to tenants, to
Buyer Date Buyer Date
Seller Date Seller Date
Docusign Envelope ID: 351E469E-1472-4E38-AFC2-0014D4849446
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Commercial & Investment Real Estate
Purchase & Sale Agreement
Commercial Brokers Association
ALL RIGHTS RESERVED
CBA Form PS-1A | Purchase & Sale Agreement
Rev. 7/2020
Page |5 15
conduct inspections concerning the Property, including without limitation, the structural
condition of improvements, hazardous materials, pest infestation, soils conditions, sensitive
areas, wetlands, or other matters affecting the feasibility of the Property for Buyer’s intended
use. Buyer shall schedule any entry onto the Property with Seller in advance and shall comply
with Seller's reasonable requirements including those relating to security, confidentiality, and
disruption of Seller's tenants. Prior to entering the Property and while conducting any
inspections, Buyer shall, at no cost or expense to Seller: (a) procure and maintain commercial
general liability (occurrence) insurance in an amount no less than $2,000,000 on
commercially reasonable terms adequate to insure against all liability arising out of any entry
onto or inspections of the Property that lists Seller and Tenant as additional insureds; and (b)
deliver to Seller prior to entry upon the Property certificates of insurance for Buyer and any
applicable agents or representatives evidencing such required insurance. Buyer shall not
perform any invasive testing including environmental inspections beyond a phase I
assessment or contact the tenants or property management personnel without obtaining
Seller's prior written consent, which shall not be unreasonably withheld, conditioned or
delayed. Buyer shall restore the Property and all improvements to substantially the same
condition they were in prior to inspection. Buyer shall be solely responsible for all costs of its
inspections and feasibility analysis and has no authority to bind the Property for purposes of
statutory liens. Buyer agrees to indemnify and defend Seller from all liens, costs, claims, and
expenses, including attorneys' and experts' fees, arising from or relating to entry onto or
inspection of the Property by Buyer and its agents, which obligation shall survive closing.
Buyer may continue to enter the Property in accordance with the foregoing terms and
conditions after removal or satisfaction of the Feasibility Contingency only for the purpose of
leasing or to satisfy conditions of financing.
c. Buyer waives, to the fullest extent permissible by law, the right to receive a seller disclosure
statement (e.g. “Form 17”) if required by RCW 64.06 and its right to rescind this Agreement
pursuant thereto. However, if Seller would otherwise be required to provide Buyer with a Form
17, and if the answer to any of the questions in the section of the Form 17 entitled
“Environmental” would be “yes,” then Buyer does not waive the receipt of the “Environmental”
section of the Form 17 which shall be provided by Seller.
25. Conveyance. Title shall be conveyed subject only to the Permitted Exceptions. If this
Agreement is for conveyance of Seller’s vendee’s interest in a Real Estate Contract, the deed
shall include a contract vendee’s assignment sufficient to convey after-acquired title. At
Closing, Seller and Buyer shall execute and deliver to Closing Agent CBA Form PS-AS
Assignment and Assumption Agreement transferring all leases and Vendor Contracts assumed
by Buyer pursuant to Section 25(b) and all intangible property transferred pursuant to Section
25(b).
26. Personal Property.
a. If this sale includes the personal property located on and used in connection with the
Property, Seller will itemize such personal property in an Exhibit to be attached to this
Agreement within ten (10) days of Mutual Acceptance. The value assigned to any personal
property shall be $ (if not completed, the County-assessed value if available, and if not
available, the fair market value determined by an appraiser selected by the Listing Broker and
Selling Broker). Seller warrants title to, but not the condition of, the personal property and
shall convey it by bill of sale.
b. In addition to the leases and Vendor Contracts assumed by Buyer pursuant to Section 24
above, this sale includes all right, title and interest of Seller to the following intangible
property now or hereafter existing with respect to the Property including without limitation:
all rights-of-way, rights of ingress or egress or other interests in, on, or to, any land, highway,
street, road, or avenue, open or proposed, in, on, or across, in front of, abutting or adjoining
the Property; all rights to utilities serving the Property; all drawings, plans, specifications and
Buyer Date Buyer Date
Seller Date Seller Date
Docusign Envelope ID: 351E469E-1472-4E38-AFC2-0014D4849446
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Commercial Brokers Association
ALL RIGHTS RESERVED
CBA Form PS-1A | Purchase & Sale Agreement
Rev. 7/2020
Page |6 15
other architectural or engineering work product; all governmental permits, certificates,
licenses, authorizations and approvals; all rights, claims, causes of action, and warranties
under contracts with contractors, engineers, architects, consultants or other parties
associated with the Property; all utility, security and other deposits and reserve accounts
made as security for the fulfillment of any of Seller's obligations; any name of or telephone
numbers for the Property and related trademarks, service marks or trade dress; and
guaranties, warranties or other assurances of performance received.
27. Seller’s Underlying Financing. Unless Buyer is assuming Seller’s underlying financing, Seller
shall be responsible for confirming the existing underlying financing is not subject to any "lock
out" or similar covenant which would prevent the lender's lien from being released at closing.
In addition, Seller shall provide Buyer notice prior to the Feasibility Contingency Date if Seller is
required to substitute securities for the Property as collateral for the underlying financing
(known as “defeasance”). If Seller provides this notice of defeasance to Buyer, then the parties
shall close the transaction in accordance with the process described in CBA Form PS_D or any
different process identified in Seller’s defeasance notice to Buyer.
28. Closing of Sale. Buyer and Seller shall deposit with Closing Agent by 12:00 p.m. on the
scheduled Closing Date all instruments and monies required to complete the purchase in
accordance with this Agreement. Upon receipt of such instruments and monies, Closing Agent
shall cause the deed to be recorded and shall pay to Seller, in immediately available funds, the
Purchase Price less any costs or other amounts to be paid by Seller at Closing. “Closing” shall
be deemed to have occurred when the deed is recorded and the sale proceeds are available to
Seller. Time is of the essence in the performance of this Agreement. Sale proceeds shall be
considered available to Seller, even if they cannot be disbursed to Seller until the next business
day after Closing. Notwithstanding the foregoing, if Seller informed Buyer before the Feasibility
Contingency Date that Seller’s underlying financing requires that it be defeased and may not
be paid off, then Closing shall be conducted in accordance with the three(3)-day closing
process described in CBA Form PS_D. This Agreement is intended to constitute escrow
instructions to Closing Agent. Buyer and Seller will provide any supplemental instructions
requested by Closing Agent provided the same are consistent with this Agreement.
29. Closing Costs and Prorations. Seller shall deliver an updated rent roll to Closing Agent not
later than two (2) days before the scheduled Closing Date in the form required by Section 23(a)
and any other information reasonably requested by Closing Agent to allow Closing Agent to
prepare a settlement statement for Closing. Seller certifies that the information contained in
the rent roll is correct as of the date submitted. Seller shall pay the premium for the owner's
standard coverage title policy. Buyer shall pay the excess premium attributable to any
extended coverage or endorsements requested by Buyer, and the cost of any survey required
in connection with the same. Seller and Buyer shall each pay one-half of the escrow fees. Any
real estate excise taxes shall be paid by the party who bears primary responsibility for
payment under the applicable statute or code. Real and personal property taxes and
assessments payable in the year of closing; collected rents on any existing tenancies;
expenses already incurred by Seller that relate to services to be provided to the Property after
the Closing Date; interest; utilities; and other operating expenses shall be pro- rated as of
Closing. Seller will be charged and credited for the amounts of all of the pro-rated items
relating to the period up to and including 11:59 pm Pacific Time on the day preceding the
Closing Date, and Buyer will be charged and credited for all of the pro-rated items relating to
the period on and after the Closing Date. If tenants pay any of the foregoing expenses directly,
then Closing Agent shall only pro rate those expenses paid by Seller. Buyer shall pay to Seller
at Closing an additional sum equal to any utility deposits or mortgage reserves for assumed
financing for which Buyer receives the benefit after Closing. Buyer shall pay all costs of
financing including the premium for the lender's title policy. If the Property was taxed under a
deferred classification prior to Closing, then Seller shall pay all taxes, interest, penalties,
Buyer Date Buyer Date
Seller Date Seller Date
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deferred taxes or similar items which result from removal of the Property from the deferred
classification. At Closing, all refundable deposits on tenancies shall be credited to Buyer or
delivered to Buyer for deposit in a trust account if required by state or local law. Buyer shall
pay any sales or use tax applicable to the transfer of personal property included in the sale.
30. Post-Closing Adjustments, Collections, and Payments. After Closing, Buyer and Seller shall
reconcile the actual amount of revenues or liabilities upon receipt or payment thereof to the
extent those items were prorated or credited at Closing based upon estimates. Any bills or
invoices received by Buyer after Closing which relate to services rendered or goods delivered
to the Seller or the Property prior to Closing shall be paid by Seller upon presentation of such
bill or invoice. At Buyer's option, Buyer may pay such bill or invoice and be reimbursed the
amount paid plus interest at the rate of 12% per annum beginning fifteen (15) days from the
date of Buyer's written demand to Seller for reimbursement until such reimbursement is made.
Notwithstanding the foregoing, if tenants pay certain expenses based on estimates subject to
a post-closing reconciliation to the actual amount of those expenses, then Buyer shall be
entitled to any surplus and shall be liable for any credit resulting from the reconciliation. Rents
collected from each tenant after Closing shall be applied first to rentals due most recently from
such tenant for the period after closing, and the balance shall be applied for the benefit of
Seller for delinquent rentals owed for a period prior to closing. The amounts applied for the
benefit of Seller shall be turned over by Buyer to Seller promptly after receipt. Seller shall be
entitled to pursue any lawful methods of collection of delinquent rents but shall have no right
to evict tenants after Closing. Any adjustment shall be made, if any, within 180 days of the
Closing Date, and if a party fails to request an adjustment by notice delivered to the other
party within the applicable period set forth above (such notice to specify in reasonable detail
the items within the Closing Statement that such party desires to adjust and the reasons for
such adjustment), then the allocations and prorations at Closing shall be binding and
conclusive against such party.
31. Operations Prior to Closing. Prior to Closing, Seller shall continue to operate the Property in
the ordinary course of its business and maintain the Property in the same or better condition
than as existing on the date of Mutual Acceptance but shall not be required to repair material
damage from casualty except as otherwise provided in this Agreement. After the Feasibility
Contingency Date, Seller shall not enter into or modify existing rental agreements or leases
(except that Seller may enter into, modify, extend, renew or terminate residential rental
agreements or residential leases for periods of 12 months or less in the ordinary course of its
business), service contracts, or other agreements affecting the Property which have terms
extending beyond Closing without obtaining Buyer's consent, which shall not be withheld
unreasonably.
32. Possession. Buyer shall accept possession subject to all tenancies disclosed to Buyer before
the Feasibility Contingency Date.
33. Seller’s Representations. Except as disclosed to or known by Buyer prior to the satisfaction
or waiver of the Feasibility Contingency, including in the books, records and documents made
available to Buyer, or in the title report or any supplemental report or documents referenced
therein, Seller represents to Buyer that, to the best of Seller's actual knowledge, each of the
following is true as of the date hereof: (a) Seller is authorized to enter into the Agreement, to
sell the Property, and to perform its obligations under the Agreement, and no further consent,
waiver, approval or authorization is required from any person or entity to execute and perform
under this Agreement, except as stated in Exhibit B; (b) The books, records, leases, agreements
and other items delivered to Buyer pursuant to this Agreement comprise all material
documents in Seller's possession or control regarding the operation and condition of the
Property, are true, accurate and complete to the best of Seller’s knowledge, and no other
contracts or agreements exist that will be binding on Buyer after Closing; (c) Seller has not
Buyer Date Buyer Date
Seller Date Seller Date
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received any written notices that the Property or any business conducted thereon violate any
applicable laws, regulations, codes and ordinances; (d) Seller has all certificates of occupancy,
permits, and other governmental consents necessary to own and operate the Property for its
current use; (e) There is no pending or threatened litigation which would adversely affect the
Property or Buyer's ownership thereof after Closing; (f) There is no pending or threatened
condemnation or similar proceedings affecting the Property, and the Property is not within the
boundaries of any planned or authorized local improvement district; (g) Seller has paid (except
to the extent prorated at Closing) all local, state and federal taxes (other than real and
personal property taxes and assessments described in Section 28 above) attributable to the
period prior to closing which, if not paid, could constitute a lien on Property (including any
personal property), or for which Buyer may be held liable after Closing; (h) Seller is not aware of
any concealed material defects in the Property except as disclosed to Buyer before the
Feasibility Contingency Date; (i) There are no Hazardous Substances (as defined below)
currently located in, on, or under the Property in a manner or quantity that presently violates
any Environmental Law (as defined below); there are no underground storage tanks located on
the Property; and there is no pending or threatened investigation or remedial action by any
governmental agency regarding the release of Hazardous Substances or the violation of
Environmental Law at the Property; (j) Seller has not granted any options nor obligated itself in
any matter whatsoever to sell the Property or any portion thereof to any party other than
Buyer; and (k) Neither Seller nor any of its respective partners, members, shareholders or other
equity owners, is a person or entity with whom U.S. persons or entities are restricted from
doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the
Department of the Treasury (including those named on OFAC’s Specially Designated and
Blocked Persons List) or under any statute or executive order; and (l) the individual signing this
Agreement on behalf of Seller represents and warrants to Buyer that he or she has the
authority to act on behalf of and bind Seller, except as stated in Exhibit B. As used herein, the
term "Hazardous Substances" shall mean any substance or material now or hereafter defined
or regulated as a hazardous substance, hazardous waste, toxic substance, pollutant, or
contaminant under any federal, state, or local law, regulation, or ordinance governing any
substance that could cause actual or suspected harm to human health or the environment
("Environmental Law"). The term "Hazardous Substances" specifically includes, but is not
limited to, petroleum, petroleum by-products, and asbestos.
If prior to Closing Seller or Buyer discovers any information which would cause any of the
representations above to be false if the representations were deemed made as of the date of
such discovery, then the party discovering the information shall promptly notify the other party
in writing and Buyer, as its sole remedy, may elect to terminate this Agreement by giving Seller
notice of such termination within five (5) days after Buyer first received actual notice (with the
Closing Date extended to accommodate such five (5) day period), and in such event, the
Earnest Money Deposit shall be returned to Buyer. Buyer shall give notice of termination within
five (5) days of discovering or receiving written notice of the new information. Nothing in this
paragraph shall prevent Buyer from pursuing its remedies against Seller if Seller had actual
knowledge of the newly discovered information such that a representation provided for above
was false.
34. As-Is. Except for the express representations and warranties in this Agreement, (a) Seller
makes no representations or warranties regarding the Property; (b) Seller hereby disclaims,
and Buyer hereby waives, any and all representations or warranties of any kind, express or
implied, concerning the Property or any portion thereof, as to its condition, value, compliance
with laws, status of permits or approvals, existence or absence of hazardous material on site,
suitability for Buyer’s intended use, occupancy rate or any other matter of similar or dissimilar
nature relating in any way to the Property, including the warranties of fitness for a particular
purpose, tenantability, habitability and use; (c) Buyer takes the Property “AS IS” and with all
faults; and (d) Buyer represents and warrants to Seller that Buyer has sufficient experience
Buyer Date Buyer Date
Seller Date Seller Date
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and expertise such that it is reasonable for Buyer to rely on its own pre-closing inspections
and investigations.
35. Buyer’s Representations. Buyer represents that Buyer is authorized to enter into the
Agreement; to buy the Property; to perform its obligations under the Agreement; and that
neither the execution and delivery of this Agreement nor the consummation of the transaction
contemplated hereby will: (a) conflict with or result in a breach of any law, regulation, writ,
injunction or decree of any court or governmental instrumentality applicable to Buyer; or (b)
constitute a breach of any agreement to which Buyer is a party or by which Buyer is bound.
The individual signing this Agreement on behalf of Buyer represents that he or she has the
authority to act on behalf of and bind Buyer.
36. Claims. Any claim or cause of action with respect to a breach of the representations and
warranties set forth herein shall survive for a period of nine (9) months from the Closing Date,
at which time such representations and warranties (and any cause of action resulting from a
breach thereof not then in litigation, including indemnification claims) shall terminate.
Notwithstanding anything to the contrary in this Agreement: (a) Buyer shall not make a claim
against Seller for damages for breach or default of any representation or warranty, unless the
amount of such claim is reasonably anticipated to exceed $25,000; and (b) under no
circumstances shall Seller be liable to Buyer on account of any breach of any representation or
warranty in the aggregate in excess of the amount equal to $250,000, except in the event of
Seller’s fraud or intentional misrepresentation with respect to any representation or warranty
regarding the environmental condition of the Property, in which case Buyer’s damages shall be
unlimited.
37. Condemnation and Casualty. Seller bears all risk of loss until Closing, and thereafter Buyer
bears all risk of loss. Buyer may terminate this Agreement and obtain a refund of the earnest
money if improvements on the Property are materially damaged or if condemnation
proceedings are commenced against all or a portion of the Property before Closing, to be
exercised by notice to Seller within ten (10) days after Seller’s notice to Buyer of the occurrence
of the damage or condemnation proceedings. Damage will be considered material if the cost of
repair exceeds the lesser of $100,000 or five percent (5%) of the Purchase Price. Alternatively,
Buyer may elect to proceed with closing, in which case, at Closing, Seller shall not be obligated
to repair any damage, and shall assign to Buyer all claims and right to proceeds under any
property insurance policy and shall credit to Buyer at Closing the amount of any deductible
provided for in the policy.
38. FIRPTA Tax Withholding at Closing. Closing Agent is instructed to prepare a certification (CBA
or NWMLS Form 22E, or equivalent) that Seller is not a “foreign person” within the meaning of
the Foreign Investment in Real Property Tax Act, and Seller shall sign it on or before Closing. If
Seller is a foreign person, and this transaction is not otherwise exempt from FIRPTA, Closing
Agent is instructed to withhold and pay the required amount to the Internal Revenue Service.
39. Notices. Unless otherwise specified, any notice required or permitted in, or related to, this
Agreement (including revocations of offers and counteroffers) must be in writing. Notices to
Seller must be signed by at least one Buyer and must be delivered to Seller and Listing Broker
with a courtesy copy to any other party identified as a recipient of notices in Section 18. A
notice to Seller shall be deemed delivered only when received by Seller and Listing Broker, or
the licensed office of Listing Broker. Notices to Buyer must be signed by at least one Seller and
must be delivered to Buyer, with a copy to Selling Broker and with a courtesy copy to any other
party identified as a recipient of notices in Section 18. A notice to Buyer shall be deemed
delivered only when received by Buyer and Selling Broker, or the licensed office of Selling
Broker. Selling Broker and Listing Broker otherwise have no responsibility to advise parties of
receipt of a notice beyond either phoning the represented party or causing a copy of the notice
Buyer Date Buyer Date
Seller Date Seller Date
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to be delivered to the party's address provided in this Agreement. Buyer and Seller shall keep
Selling Broker and Listing Broker advised of their whereabouts in order to receive prompt
notification of receipt of a notice. If any party is not represented by a licensee, then notices
must be delivered to and shall be effective when received by that party at the address, fax
number, or email indicated in Section 18. Facsimile transmission of any notice or document
shall constitute delivery. E-mail transmission of any notice or document (or a direct link to such
notice or document) shall constitute delivery when: (i) the e-mail is sent to both Selling Broker
and Selling Firm or both Listing Broker and Listing Firm at the e-mail addresses specified on
page two of this Agreement; or (ii) Selling Broker or Listing Broker provide written
acknowledgment of receipt of the e-mail (an automatic e-mail reply does not constitute
written acknowledgment). At the request of either party, or the Closing Agent, the parties will
confirm facsimile or e-mail transmitted signatures by signing an original document.
40. Computation of Time. Unless otherwise specified in this Agreement, any period of time in this
Agreement shall mean Pacific Time and shall begin the day after the event starting the period
and shall expire at 5:00 p.m. of the last calendar day of the specified period of time, unless the
last day is a Saturday, Sunday or legal holiday as defined in RCW 1.16.050, in which case the
specified period of time shall expire on the next day that is not a Saturday, Sunday or legal
holiday. Any specified period of five (5) days or less shall not include Saturdays, Sundays or
legal holidays. Notwithstanding the foregoing, references to specific dates or times or number
of hours shall mean those dates, times or number of hours; provided, however, that if the
Closing Date falls on a Saturday, Sunday, or legal holiday as defined in RCW 1.16.050, or a date
when the county recording office is closed, then the Closing Date shall be the next regular
business day. If the parties agree upon and attach a legal description after this Agreement is
signed by the offeree and delivered to the offeror, then for the purposes of computing time,
mutual acceptance shall be deemed to be on the date of delivery of an accepted offer or
counteroffer to the offeror, rather than on the date the legal description is attached.
41. Assignment. Buyer’s rights and obligations under this Agreement are not assignable without
the prior written consent of Seller, which shall not be withheld unreasonably; provided,
however, Buyer may assign this Agreement without the consent of Seller, but with notice to
Seller, to any entity under common control and ownership of Buyer, provided no such
assignment shall relieve Buyer of its obligations hereunder. If the words "and/or assigns" or
similar words are used to identify Buyer in Section 2, then this Agreement may be assigned
with notice to Seller but without need for Seller's consent. The party identified as the initial
Buyer shall remain responsible for those obligations of Buyer stated in this Agreement
notwithstanding any assignment and, if this Agreement provides for Seller to finance a portion
of the purchase price, then the party identified as the initial Buyer shall guarantee payment of
Seller financing.
42. Default and Attorneys’ Fees.
a. Buyer's default. In the event Buyer fails, without legal excuse, to complete the purchase of
the Property, then the applicable provision as identified in Section 13 shall apply:
i. Forfeiture of Earnest Money. Seller may terminate this Agreement and keep that
portion of the earnest money that does not exceed five percent (5%) of the Purchase
Price as liquidated damages as the sole and exclusive remedy available to Seller for such
failure.
ii. Seller’s Election of Remedies. Seller may, at its option, (a) terminate this Agreement
and keep that portion of the earnest money that does not exceed five percent (5%) of the
Purchase Price as liquidated damages as the sole and exclusive remedy available to Seller
for such failure, (b) bring suit against Buyer for Seller's actual damages, (c) bring suit to
specifically enforce this Agreement and recover any incidental damages, or (d) pursue any
other rights or remedies available at law or equity.
Buyer Date Buyer Date
Seller Date Seller Date
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b. Seller's default. In the event Seller fails, without legal excuse, to complete the sale of the
Property, then the applicable provision as identified in Section 14 shall apply:
i. Recover Earnest Money or Specific Enforcement. As Buyer’s sole remedy, Buyer may
either (a) terminate this Agreement and recover all earnest money or fees paid by Buyer
whether or not the same are identified as refundable or applicable to the purchase price;
or (b) bring suit to specifically enforce this Agreement and recover incidental damages,
provided, however, Buyer must file suit within sixty (60) days from the Closing Date or
from the date Seller has provided notice to Buyer that Seller will not proceed with closing,
whichever is earlier.
ii. Buyer’s Election of Remedies. Buyer may, at its option, (a) bring suit against Seller for
Buyer's actual damages, (b) bring suit to specifically enforce this Agreement and recover
any incidental damages, or (c) pursue any other rights or remedies available at law or
equity.
c. Neither Buyer nor Seller may recover consequential damages such as lost profits. If Buyer
or Seller institutes suit against the other concerning this Agreement, the prevailing party is
entitled to reasonable attorneys' fees and costs. In the event of trial, the amount of the
attorneys’ fees shall be fixed by the court. The venue of any suit shall be the county in which
the Property is located, and this Agreement shall be governed by the laws of the State of
Washington without regard to its principles of conflicts of laws.
43. MiscellaneousProvisions.
a. Complete Agreement. This Agreement and any addenda and exhibits thereto state the
entire understanding of Buyer and Seller regarding the sale of the Property. There are no
verbal or other written agreements which modify or affect the Agreement, and no
modification of this Agreement shall be effective unless agreed in writing and signed by the
parties.
b. Counterpart Signatures. This Agreement may be signed in counterpart, each signed
counterpart shall be deemed an original, and all counterparts together shall constitute one
and the same agreement.
c. Electronic Delivery and Signatures. Electronic delivery of documents (e.g., transmission by
facsimile or email) including signed offers or counteroffers and notices shall be legally
sufficient to bind the party the same as delivery of an original. At the request of either party,
or the Closing Agent, the parties will replace electronically delivered offers or counteroffers
with original documents. The parties acknowledge that a signature in electronic form has the
same legal effect as a handwritten signature.
d. Section 1031 Like-Kind Exchange. If either Buyer or Seller intends for this transaction to be
a part of a Section 1031 like-kind exchange, then the other party agrees to cooperate in the
completion of the like- kind exchange so long as the cooperating party incurs no additional
liability in doing so, and so long as any expenses (including attorneys’ fees and costs) incurred
by the cooperating party that are related only to the exchange are paid or reimbursed to the
cooperating party at or prior to Closing. Notwithstanding this provision, no party shall be
obligated to extend closing as part of its agreement to facilitate completion of a like-kind
exchanged. In addition, notwithstanding Section 40 above, any party completing a Section
1031 like-kind exchange may assign this Agreement to its qualified intermediary or any entity
set up for the purposes of completing a reverse exchange.
44. Information Transfer. In the event this Agreement is terminated, Buyer agrees to deliver to
Seller within ten (10) days of Seller's written request copies of all materials received from Seller
and any non-privileged plans, studies, reports, inspections, appraisals, surveys, drawings,
Buyer Date Buyer Date
Seller Date Seller Date
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permits, applications or other development work product relating to the Property in Buyer's
possession or control as of the date this Agreement is terminated.
45. Confidentiality. Until and unless closing has been consummated, Buyer and Seller shall follow
reasonable measures to prevent unnecessary disclosure of information obtained in connection
with the negotiation and performance of this Agreement. Neither party shall use or knowingly
permit the use of any such information in any manner detrimental to the other party.
46. Agency Disclosure. Buyer Brokerage Firm, Buyer Brokerage Firm’s Designated Broker, Buyer
Brokerage Firm’s Branch Manager (if any) and any of Buyer Brokerage’s Firm’s Managing
Brokers who supervise Buyer Broker represent the same party that Buyer Broker represents.
Listing Firm, Listing Firm’s Designated Broker, Listing Broker’s Branch Manager (if any), and any
of Listing Firm’s Managing Brokers who supervise Listing Broker represent the same party that
the Listing Broker represents. All parties acknowledge receipt of the pamphlet entitled “Real
Estate Brokerage in Washington.”
47. Buyer Broker’s Compensation Disclosure.
a.Compensation from Seller. The compensation offered to Buyer Brokerage Firm by Seller for
providing buyer brokerage services to Buyer related to the Property is:
% of the purchase price
S $ 3,000
other: .
b.Compensation from Listing Firm. The compensation offered to Buyer Brokerage Firm by
the Listing Firm for providing buyer brokerage services to Buyer related to the Property is:
% of the purchase price
$
other: .
48. Seller’s Acceptance and Brokerage Agreement. Seller agrees to sell the Property on the
terms and conditions herein. The Listing Firm’s compensation shall be paid as specified in the
listing or commission agreement. If there is no written listing or commission agreement, Seller
agrees to pay to Listing Firm compensation of 0 % of the sales price or $ . The
compensation to Buyer Brokerage Firm shall be paid as set forth in this Agreement. Seller and
Buyer consent to Listing Firm and Buyer Brokerage Firm receiving compensation from more
than one party and to the sharing of compensation between firms. In any action by Listing
Firm or Buyer Brokerage Firm to enforce this Section, the prevailing party is entitled to
reasonable attorneys' fees and expenses. The Property described in attached Exhibit A is
commercial real estate. Notwithstanding Section 45 above, the pages containing this Section,
the parties' signatures and an attachment describing the Property may be recorded.
49.Listing Broker and Selling Broker Disclosure. EXCEPT AS OTHERWISE DISCLOSED IN WRITING
TO BUYER OR SELLER, THE SELLING BROKER, LISTING BROKER, AND FIRMS HAVE NOT MADE
ANY REPRESENTATIONS OR WARRANTIES OR CONDUCTED ANY INDEPENDENT INVESTIGATION
CONCERNING THE LEGAL EFFECT OF THIS AGREEMENT, BUYER'S OR SELLER'S FINANCIAL
STRENGTH, BOOKS, RECORDS, REPORTS, STUDIES, OR OPERATING STATEMENTS; THE
CONDITION OF THE PROPERTY OR ITS IMPROVEMENTS; THE FITNESS OF THE PROPERTY FOR
BUYER’S INTENDED USE; OR OTHER MATTERS RELATING TO THE PROPERTY, INCLUDING
WITHOUT LIMITATION, THE PROPERTY'S ZONING, BOUNDARIES, AREA, COMPLIANCE WITH
APPLICABLE LAWS (INCLUDING LAWS REGARDING ACCESSIBILITY FOR DISABLED PERSONS),
OR HAZARDOUS OR TOXIC MATERIALS INCLUDING MOLD OR OTHER ALLERGENS. SELLER AND
BUYER ARE EACH ADVISED TO ENGAGE QUALIFIED EXPERTS TO ASSIST WITH THESE DUE
DILIGENCE AND FEASIBILITY MATTERS, AND ARE FURTHER ADVISED TO SEEK INDEPENDENT
LEGAL AND TAX ADVICE RELATED TO THIS AGREEMENT.
Buyer Date Buyer Date
Seller Date Seller Date
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IN WITNESS WHEREOF, the parties have signed this Agreement intending to be bound.
Buyer City of Pasco Seller West Pasco LLC
Printed Name and Type of Entity Printed Name and Type of Entity
Buyer Seller
Signature and Title Signature and Title
Date Date
Buyer Seller
Printed Name and Type of Entity Printed Name and Type of Entity
Buyer Seller
Signature and Title Signature and Title
Date Date
Buyer Date Buyer Date
Seller Date Seller Date
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EXHIBIT A *
[Legal Description]
N.P. PLAT LOT 11 BLK 23
*To ensure accuracy in the legal description, consider substituting the legal description contained in the preliminary
commitment for title insurance or a copy of the Property’s last vesting deed for this page. Do not neglect to label the
substitution “Exhibit A.” You should avoid transcribing the legal description because any error in transcription may
render the legal description inaccurate and this Agreement unenforceable.
Buyer Date Buyer Date
Seller Date Seller Date
Docusign Envelope ID: 351E469E-1472-4E38-AFC2-0014D4849446
1/8/2025
Docusign Envelope ID: 9FBD98B5-96C1-4B02-AFB8-597EC202E9DF
1/10/2025
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Commercial & Investment Real Estate
Purchase & Sale Agreement
Commercial Brokers Association
ALL RIGHTS RESERVED
CBA Form PS-1A | Purchase & Sale Agreement
Rev. 7/2020
Page |15 15
EXHIBIT B
[Additional Terms]
1.Offer acceptance is subject to final approval of all terms by Pasco City Council.
Buyer Date Buyer Date
Seller Date Seller Date
Docusign Envelope ID: 351E469E-1472-4E38-AFC2-0014D4849446
1/8/2025
Docusign Envelope ID: 9FBD98B5-96C1-4B02-AFB8-597EC202E9DF
1/10/2025
Page 147 of 150
AGENDA REPORT
FOR: City Council January 31, 2025
TO: Richa Sigdel, Deputy City Manager City Council Regular
Meeting: 2/3/25
FROM: Richa Sigdel, Deputy City Manager
City Manager
SUBJECT: Cancellation of the February 10, 2025, Council Workshop (1 minute)
I. ATTACHMENT(S):
II. ACTION REQUESTED OF COUNCIL / STAFF RECOMMENDATIONS:
MOTION: I move to approve the cancellation of the regularly scheduled
Council Workshop set for February 10, 2025.
III. FISCAL IMPACT:
N/A
IV. HISTORY AND FACTS BRIEF:
Per the Pasco Municipal Code (PMC) Section 2.05.010, the City Council may
cancel regular business meetings or workshops, by motion, at their discretion.
V. DISCUSSION:
Several Councilmembers will be traveling on February 10th in order to meet
with the Washington State Legislators located in Capital, Olympia, Washington
on February 11th. .
As a result of the Councilmembers' absences, there may not be a quorum of
City Council to participate in the February 10th Workshop.
It is staff's recommendation that this Workshop be cancelled.
Page 148 of 150
Promote a high-quality of life through quality programs, services and
appropriate investment and re- investment in community
infrastructure.
City Council Goals
QUALITY OF LIFE
2024-2025
Enhance the long-term viability, value, and service levels of services
and programs.
FINANCIAL SUSTAINABILITY
Promote a highly functional multi-modal transportation system.
COMMUNITY TRANSPORTATION NETWORK
Implement targeted strategies to reduce crime through strategic
investments in infrastructure, staffing, and equipment.
COMMUNITY SAFETY
Promote and encourage economic vitality.
ECONOMIC VITALITY
Identify opportunities to enhance City of Pasco identity, cohesion,
and image.
CITY IDENTITY
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METAS DEL CONCEJO MUNICIPAL
2024-2025
Promover una alta calidad de vida a través de programas, servicios
y inversion apropiada y reinversión en la comunidad infraestructura
comunitaria.
CALIDAD DE VIDA
Promover viabilidad financiera a largo plazo, valor, y niveles de
calidad de los servicios y programas.
SOSTENIBIILIDAD FINANCIERA
Promover un sistema de transporte multimodal altamente funcional.
RED DE TRANSPORTE DE LA COMUNIDAD
Implementar estrategias específicas para reducir la delincuencia por
medios de inversiones estratégicas en infraestructura, personal y equipo.
SEGURIDAD DE NUESTRA COMUNIDAD
Promover y fomentar vitalidad económica.
VITALIDAD ECONOMICA
Identificar oportunidades para mejorar la identidad comunitaria, la
cohesión, y la imagen.
IDENTIDAD COMUNITARIA
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