HomeMy WebLinkAboutColumbia Marina Ctr Interim Agreement 12.15.12-7GOA
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MARINA INTERIM AGREEMENT
THIS MARINA TRANSITION AGREEMENT is effective December 15, 2012, by
and between the City of Pasco, Washington, a Municipal Corporation, hereinafter referred to as
"City ", and JT &T, LLC, a Washington Limited Liability Company, doing business as Columbia
Marine Center, hereinafter referred to as "Columbia" and collectively the "Parties."
WHEREAS, the City has by lease with the Corps of Engineers maintained a public
marina within the Pasco boat basin located in Pasco, Washington (hereinafter the "Premises" or
"Pasco Boat Basin "); and
WHEREAS, the City has leased marine services for the Pasco Boat Basin which present
lease expires effective December 14, 2012; and
WHEREAS, the City has sought, and Columbia has responded to a Request for Proposal
for a new lease of the Pasco Boat Basin with Columbia having submitted the apparent accepted
proposal; and
WHEREAS, the parties are in the process of negotiating a Sublease for the Premises
subject to the approval of the United States Department of the Army Corps of Engineers; and
WHEREAS, the City has an opportunity to acquire additional covered moorage for the
Premises and it is the desire of Columbia to prepare for its occupancy of the Premises and
facilitate its development plan; and
WHEREAS, the parties wish to enter into an interim agreement allowing Columbia to
occupy the Premises until the execution of a sublease agreement. NOW, THEREFORE,
IN CONSIDERATION of the mutual covenants contained herein, the parties agree as
follows:
1. Authorization. Commencing December 15, 2012, the City hereby authorizes
Columbia to enter into the Premises for the purposes of exercising its right of cleanup and
expansion, including the receipt and storage of additional docks and provide marina management
services including the performance of such other acts as a marine services subtenant of the
Premises.
2. Term. This Agreement shall commence on the 15th day of December, 2012, and
shall continue until such time as a Sublease has been negotiated between the Parties and
approved by the United States Department of Army Corps of Engineers, or, July 1, 201,
whichever shall first occur, unless extended by written mutual agreement between the Parties.
3. New Docks. The City has secured its rights of acquisition of thirty (30) covered
moorage docks from the Clover Island Yacht Club with permission from the Corps of Engineers
to transport the docks for installation at the Pasco Boat Basin. Columbia shall acquire, transport
and install the docks including the installation of pilings for their permanent location at the Pasco
Marina Interim Agreement - 1
Boat Basin. Upon execution of the Sublease as provided below, the new covered moorage,
including their installation shall be incorporated as a portion of the Capital Development Plan,
subject to the new lease, and available for rental for the benefit of Columbia. Columbia,
therefore, agrees to pay the costs of transporting and installation of the docks not to exceed
$40,000. In the event the parties do not enter into a Sublease of the Premises, the City shall pay
to Columbia as full reimbursement of its costs for the transfer and installation of the docks,
including ownership interest therein, Columbia's actual expenses incurred.
4. Negotiated Sublease. The parties agree to negotiate in good faith a Sublease of
the boat basin from the City to Columbia in a form acceptable to the United States Army Corps
of Engineers and subject to their approval. Such lease shall be for an initial term of ten (10)
years with two 10 -year renewable terms. A reasonable rental rate shall be negotiated between
the parties as incorporated in the Sublease. In the event the parties are unable to negotiate a
mutually agreeable Sublease, or a Sublease approved by the United States Department of the
Army Corps of Engineers, the parties may terminate their relationship, and the City shall
compensate Columbia, in addition to payment for the new covered moorage as provided above,
all documented and reasonable Capital Improvement expenses incurred by Columbia and
authorized by the City, in writing, in the performance of this Agreement to the extent that such
expenses exceed the slip rentals as received by Columbia as provided in Section 6 below.
5. Rent. Columbia agrees to pay the City rental for the Premises in the sum of One
Thousand Two Hundred Dollars ($1,200.00) per month in advance, commencing on the 1st day
of January, 2013.
6. Slip Rentals. Columbia shall be entitled to slip and moorage rental income,
including moorage fees from the new docks identified in Section 3 as they become available for
rental beginning January 1, 2013, except for two slip agreements with tenant Faubion and tenant
Smith, whose slip rental is paid until August 2013 and October 2013, respectfully. Columbia
shall not accept nor collect slip rentals for any period extending beyond the term of this
Agreement.
7. Insurance. During the term of this Agreement, Columbia shall defend, indemnify
and hold the City harmless from any claim or cause of action, damages, injury, death or criminal
or administrative penalties that may result from its negligent acts or omissions in the
performance of the Agreement. This shall not apply to such claims or cause of action, damages,
injury, death or criminal or administrative penalties resulting from the sole negligence of the
City.
Columbia shall secure and maintain during the term of this Agreement, liability and
casualty insurance in the amount of $1,000,000 per occurrence, with a general aggregate limit of
$2,000,000 naming the City as an additional insured.
8. No Liens. Columbia shall defend, indemnify and hold the City harmless from any
claims for liens that may attach to the Premises as a result of services, materials, or security
interests incident to improvements upon the Premises provided at the request of Columbia and as
authorized by the City.
Marina Interim Agreement - 2
9. Independent Contractor. Columbia shall be an independent contractor and shall
not be construed as an employee, officer, or agent of the City. Columbia shall control the
management and operation of the marina services during the term of this Agreement.
10. Underlying Lease. Columbia acknowledges the City is subject to an underlying
Lease on the Premises from the United States Department of the Army Corps of Engineers, and
further agrees during the term of this Agreement, it shall perform and comply with all obligations
and performances required of the City as Lessee thereunder.
11. Dispute Resolution. In the event of a dispute regarding the terms, interpretation
or breach of this Agreement, the parties shall first meet in a good faith to resolve the dispute. In
the event the dispute cannot be resolved by agreement of the parties either with or without the
assistance of mediation, said dispute shall be resolved by arbitration pursuant to RCW 7.014A,
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 judgment against the
other.
12. Entire Agreement. This Agreement contains the entire understanding between
and among the parties and supersedes any prior understandings and agreements among them
respecting the subject matter of this Agreement.
IN WITNESS WHEREOF, the parties have hereunto set their hand as of the date first
written above.
Appr ed as o Form:
Leland B. Kerr, City Attorney
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STATE OF WASHINGTON)
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County of Franklin )
On this day personally appeared before me GARY CRUTCHFIELD, 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.
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�1$Ibgiff my hand and official eal this b a of December, 2012.
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Notary Public in and fok th State f Washington
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County of Franklin
On this day personally appeared before me,Tc- r" s TCf -on ► for
JT &T, LLC, d/b /a Columbia Marine Center, 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 December, 2012.
*Vy ct
Notary Public in and for the State of Washington
Residing at f
My Commission Expires
Marina Interim Agreement - 4