HomeMy WebLinkAboutILA - Franklin County 2013-2093 Joint Use County Facility Agreement FRANKLIN COUNTY RESOLUTION NO. ) 111 3
BEFORE THE BOARD OF COUNTY COMMISSIONERS,FRANKLIN COUNTY, WASHINGTON
RE: INTERLOCAL AGREEMENT BETWEEN FRANKLIN COUNT Y AND THE
CITY OF PASCO FOR JOINT USE OF COUNTY FACILITY AGREEMENT
WHEREAS,pursuant to RCW 36.01.010 and RCW 36.32.120 the legislative authority of each
county is authorized to enter into contracts on behalf of the county and ensure the care of county
property and management of county funds and business; and
WHEREAS,the Board of Franklin County Commissioners constitutes the legislative authority
of Franklin County and desires to enter into the attached agreement as being in the best interest
of Franklin County.
NOW,THEREFORE, BE IT RESOLVED that the attached Interlocal Agreement between
Franklin County and the City of Pasco for Joint Use of County Facility Agreement is hereby
approved by the Board.
APPROVED this 24th day of October 2012
BOARD OF COUNTY COMMISSIONERS
FRANKLIN COUNTY, WASHINGTON
Chair
V2<■,Ae'4--
Attest: Chair Pro Tern
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Clerk tc ie Board Member
INTERLOCAL AGREEMENT
BETWEEN
FRANKLIN COUNTY AND THE CITY OF PASCO
FOR JOINT USE OF COUNTY FACILITY AGREEMENT
THIS INTERLOCAL COOPERATIVE AGREEMENT (hereinafter called
"Agreement") is made and entered into by and between Franklin County (h reinafter called
"County") and the City of Pasco (hereinafter called "City") as of `/ // ( , 2012, as
authorized by RCW 39.34. The County and the City are hereinafter sometimes collectively
referred to as the"Parties."
WHEREAS, the County has a well-demonstrated need for the expansion and renovation
of the jail facility as part of the Courthouse complex and the need to use the space within the
public safety portion of the Courthouse complex to house the growing demand for the County
services; and
WHEREAS,the City has previously leased a portion of that space for its Municipal Court,
which lease has expired; and
WHEREAS, the City does not have sufficient room nor the facilities to house their
Municipal Court at the Pasco City Hall; and
WHEREAS,the City and the County are,pursuant to RCW 36.64, authorized to enter into
a Joint Use Agreement for the construction and improvement of a common facility to meet the
purposes commonly attributed to a Courthouse and City Hall; and
WHEREAS, as a result of the joint planning between the County and City, an agreement
has been reached and resolutions enacted for the construction of a new facility upon the
Courthouse complex which would provide for the expansion and modernization of the Franklin
County Jail and to provide a location for the City to maintain its Municipal Court services as an
annex to its City Hall; and
WHEREAS, on August 10, 2011 Franklin County Resolution Number 2011-281 called
for an election on Proposition 1 imposing a sales and use tax levy for county and cities' criminal
justice and public safety purposes, including for the improvement, expansion, and maintenance of
a county jail and other facilities; and
WHEREAS, approval of such sales and use tax levy would result in additional revenues
of which 60% would be attributed to the County providing sufficient funds for the improvement,
expansion, and maintenance of the County jail facility, as well as most of the remaining 40%
attributed to the City providing sufficient funding for the location of its Municipal Court within
that facility; and
WHEREAS,on November 8, 2011, Proposition 1 was approved by the voters; and
WHEREAS, the approval of Proposition 1 provides the County and City with sufficient
means to finance the construction, operation, and maintenance of a new County jail and facility
for municipal court and other public safety purposes; and
Interlocal Agreement-Page 1 of 12 020/ -3 ICS 0 A
WHEREAS, RCW 36.64.020 provides the requirements for a contract which establishes
the process, procedures and conditions by which the County and City will cooperate, in the
construction of this new facility to assure that it meets their joint requirements and appropriately
allocates the cost of construction and the continuing upkeep and maintenance of the property; and
WHEREAS, such an Agreement serves the best interests of the citizens of the City and
the County.
NOW THEREFORE, in consideration of the promises and commitments made herein,
the sufficiency of which is hereby acknowledged, it is agreed as follows:
1. IDENTIFICATION OF PARTIES TO THIS AGREEMENT:
1.1 The County is a political subdivision duly organized and existing under and by
virtue of the laws of the State of Washington with its principal offices located at 1016
North 4th Avenue, Pasco, Washington 99301.
1.2 The City is a municipal corporation duly organized and existing under and by
virtue of the laws of the State of Washington with its principal offices located at 525 North
3rd Avenue, Pasco, Washington 99301.
2. JOINT USE OF COUNTY FACILITY:
2.1 The new facility, which for the purposes of this Agreement, shall mean the
building (approximately 25,000 square feet) designed to house the Sheriff's Office
Administrative functions and the City Court Administration functions, and not including
portions of the jail, shall be constructed and located at 1016 North 4th Avenue, Pasco,
Washington, upon real property owned by the County, which property together with all
improvements thereon, shall remain under fee simple ownership by the County, commonly
described as: The block between Fourth and Fifth Avenue north of Margaret Street and
south of Octave Street, in Pasco, Washington, more particularly described as follows:
SYLVESTER PARK ADD BLKS 6 & 7, TOG WITH VAC HENRY S
ADJ & TOG WITH VAC N&S & E&W ALLEYS IN BLK 7 & TOG
WITH VAC OCTAVE ST ADJ ON N AND TOGETHER WITH LOTS
13 THRU 28, BLK 8 AND S10' VAC MARIE ST & TOG WITH VA
ALLEY ADJ
2.2 Occupancy.
a. The City shall have the right of exclusive occupancy of that portion of the
new facility depicted as "City Court Administration Areas" on Attachment A
which is incorporated herein by this reference.
b. The City shall have the rights of joint use and occupancy on those portions
designated as "City/County Joint-Use Areas" on Attachment A.
Interlocal Agreement-Page 2 of 12
c. All remaining portions of the new facility, other than common areas
identified as parking lots, sidewalks, public grounds and facilities, shall be within
the exclusive occupancy of the County.
d. Except for the furniture and equipment, as provided in Section 6 below,
utilized to equip its Municipal Court facility, the title to and ownership of the new
facility, together with all underlying and surrounding grounds, and the
appurtenances thereto, shall be and remain in the County.
3. TERM OF OCCUPANCY, USE FOR MUNICIPAL COURT SERVICES, OPTION
TO BUY-OUT,AND TERMINATION OF MUNICIPAL COURT:
3.1 Term of Occupancy. The term of occupancy authorized by this Agreement shall be
for a period of 960 months, calculated as follows, unless terminated sooner per Sections
3.3, or 3.4, or 3.5 below:
a. The City shall have use of the current space it is occupying in the County
Public Safety Building per the terms of Franklin County Resolution No. 2012-147,
until the City occupies the new facility upon its completion. The anticipated date
for the completion of the new facility is approximately December, 2013. Subject
to the City's payment of its pro-rata share of the construction cost for the new
facility, it shall have exclusive use of those portions of the new facility as set forth
herein until the end of the 960th month following its initial occupancy. The City
will vacate and relinquish all use of the current space it is occupying upon its
acceptance of occupancy in the new facility.
3.2 Use for Municipal Court Services. The City shall make use of the new facility for
purposes of management and operation of a court of limited jurisdiction as authorized by
City municipal code, Title 3 Revised Code of Washington, and other applicable law
pertaining to courts of limited jurisdiction in the State of Washington. The City's use of
the new facility shall be in compliance with all County policies and procedures that apply
to the facility. Provided, however, such policies and procedures shall not prevent the City
from fulfilling its legal obligations or operations as a Municipal Court.
The day-to-day management and operation of municipal court services within the facility
shall be under the supervision of the City and its designees, all of whom shall be
employees of the City, and subject to all of the personnel policies and procedures of the
City. The City shall provide all management, supervision, personnel, furniture, materials,
equipment, and supplies necessary for its operations and shall take all reasonable
precautions to prevent damage, injury, or loss, by reason of or related to the operation and
maintenance of the facility.
No other uses, activities, or operations shall be conducted by the City from the new facility
without first obtaining the prior written consent of Franklin County's authorized
representative(s), which consent shall not be unreasonably withheld.
3.3 Use Prohibited by Change in Law. In the event at any time during the term of this
Agreement, the City is prevented from using the Premises as a Municipal Court as a result
Interlocal Agreement-Page 3 of 12
of a change in law, regulation or Court Rule which prohibits the City's use, the City shall
provide the County prompt written notification the change in law, regulation or Court
Rule. In the event only the City, but not the County, interprets a change in law, regulation
or Court Rule to prevent the City from using the Premises it shall promptly seek a court
order to stay the effect of such law, regulation or Court Rule and obtain an order from said
court declaring the effect of the change in law, regulation or Court Rule. If each party
interprets such change as preventing the City from using the Premises as a Municipal
Court the parties shall meet in a good faith attempt to solely determine an alternate use of
the Premises by the City, including sublease of the Premises as approved by the County or
such other alternate use as may be agreed between the parties. If after such good faith
negotiations the parties are unable to agree, the dispute regarding alternate use of the
Premises shall be resolved by arbitration as provided in Section 3 of Attachment B to this
Agreement. If at any time the City is prevented from using or occupying the Premises as a
result of a court order, or by agreement of the parties, the City or its County approved
designee shall remain responsible for full payment of the obligations set forth in Section
4.1 and 4.1.a. At no time shall the County be responsible for payment of the obligations
set forth in Section 4.1 and 4.1.a. Sections 4.1 and 4.1.a. shall survive and remain in effect
any termination of this Agreement except upon a termination as a result of the County's
closed buy-out of the Agreement per Section 3.4 or except upon separate written
agreement between the County and City that carries out a termination permitted by Section
3.5.
3.4 Option to Buy-Out Lease Agreement: Upon the City's occupancy of the new
facility for 480 months the City shall grant the County the following: An exclusive option
to buy-out the City's remaining interest in the Premises, provided the space will be used
for County operations, for a buy-out price to be calculated as the then current appraised
value of the City's interest being purchased subject to straight-line depreciation over the
term of the Agreement as of the effective date the buy-out closes. If after good faith
negotiations the parties are unable to agree on the buy-out price, the dispute shall be
resolved by arbitration as provided in Section 3 of Attachment B to this Agreement. This
option to buy-out serves to allow the County and City the means to make for alternative
occupancy of the new facility should needs change. The option to buy-out may be
exercised at anytime by the County for the remaining 480 months upon the City's 480
months of occupancy. With 36 months notice the County shall issue the City in writing its
intent to exercise the option to buy-out. When exercising the option, the County shall also
deposit with the City the sum of 5% of the buy-out price as a non-refundable deposit
towards the buy-out price of the Agreement. Upon exercise of this option by the County, a
closing shall take place at the end of 36 months notice. In the event this option to buy-out
fails to close the City shall retain the deposit. All expenses relating to the closing of this
option to buy-out shall be borne by the County. The relationship between the City and
County under this Agreement shall remain unchanged unless the option to buy-out closes.
The County agrees to take the necessary steps to secure funding to buy-out this Agreement
within the 36 months notice of exercising the option to buy-out. The City and County
each acknowledge that through mutual negotiation they agree to release in full the other,
and their officials, employees, and agents, from any and all claims, losses, damages, costs,
or fees that may arise in the course of a closed buy-out. This option to buy-out shall not
obligate the County to exercise the option. A closed buy-out as set forth herein shall result
in termination of the Agreement on the date of closing.
Interlocal Agreement-Page 4 of 12
3.5 Agreement for District Court Operation
a. If at any time the City chooses to terminate its Municipal Court and enters into
an agreement with the County for the District Court to perform City Municipal Court
operations or services in the Premises, the parties hereby agree that the City shall not be
charged "rent" or its equivalent, (exclusive of operational costs, i.e. utilities, custodial,
etc.) for any applicable time period as is covered by this agreement,unless the County has
previously exercised its buy-out option pursuant to Section 3.4. Absent separate written
agreement between the County and City,the City shall remain responsible for full payment
of the obligations set forth in Section 4.1 and 4.1a in the event of a termination per this
Section 3.5. Sections 4.1 and 4.1a shall survive and remain in effect any termination of
this Agreement except upon separate written agreement between the County and City that
carries out a termination permitted by Section 3.5 or except upon a termination as a result
of the County's closed buy-out of the Agreement per Section 3.4.
b. If the City chooses to terminate its Municipal Court, according to law, which
results in an agreement for the District Court to perform City Municipal Court operations
or services, the City shall, unless otherwise specified by statute or agreed to by the
Municipal and District Courts, transfer on or before the effective date of termination all of
its Municipal Court records to the District Court in digital format, except pending cases
which may be transferred in either hardcopy format or digital format.
4. NEW FACILITY CONSTRUCTION FOR CITY OCCUPIED SPACE AND
FINANCING THERETO:
4.1 Scope. The County and the City agree to work together closely to design and build
a new facility to in part be occupied by the City in providing municipal court services. It
is the intention of the parties that the new facility will be built on property owned by the
County. The design and construction of the portion of the new facility to be occupied by
the City in providing municipal court services, and "common areas" directly related
thereto, will be financed solely by the City and be paid solely by the City. The County
shall have final authority over all decisions related to the construction of the building.
a. In consideration for the County providing space designated in Attachment
A within the new facility to be occupied solely by the City through this Agreement, and
the County's close collaboration with the City in the design and construction of the new
facility, the City will pay for the design and construction of the portion of the new facility
to be solely occupied by the City. The total square footage of space in the new facility to
be occupied solely by the City shall be by mutual determination of the County and City.
The City shall also pay a proportional cost of construction of"common areas" of the new
facility which are directly related to the space solely occupied by the City. The City's
payment for design and construction costs of occupied space and a proportional share of
"common areas" shall occur on the same schedule as any applicable payment request is
approved by the County for construction of the new facility and county jail.
b. The portion of the new facility occupied by the City shall be identified by
exterior letter similar to the following:
Interlocal Agreement-Page 5 of 12
City of Pasco Municipal Court
c. The new facility shall be completed, with carpet, paint, electrical, fire
alarms, security systems, heating and air conditioning, window treatments, plumbing
electrical fixtures, and conduits, or in-place cable, provided for telephones, wired or
wireless communication devices, security, video, and computers. The new facility shall
meet all code requirements including applicable requirements of the Americans with
Disabilities Act.
4.2 Design and Construction. The new facility will be sited on the north side of the
current Franklin County Corrections Center. The design and construction of the new
facility shall be in accordance with the plans and specifications as approved by the City
and the County with each party reserving the right to negotiate the design of that portion of
the new facility within their exclusive control and to collaborate on the common area
consistent with the overall design of the new facility. The general design of that portion to
be occupied by the City under this Agreement is designated on Attachment A.
The target date for completion of construction of the new facility is approximately
December, 2013.
5. FACILITY PERSONNEL AND SECURITY CHARGES:
The County shall secure and provide personnel for the maintenance, repair, upkeep and
landscaping, the cost of which are collectively referred to as "facility personnel charges."
The County shall secure and provide Premises security of controlled access to the facility.
The City shall reimburse the County for its proportionate share of facility personnel
charges and security costs calculated on the percentage of the new facility exclusively
occupied by the City and one-half of the shared use area within the new facility, based
upon the square footage of the entire complex consisting of the Historic Courthouse, the
Public Safety Building and the new facility.
6. UTILITIES, ASSESSMENTS, MAINTENANCE AND REPAIR AND CAPITAL
IMPROVEMENTS:
6.1 Utilities and Assessments. The County shall secure and provide all jointly used
utility services, including, but not limited to electrical, water, sewer, gas, and other utility
services for the new facility. The County shall secure and provide, and pay for garbage
services, irrigation assessment, and other special or other assessments for the new facility.
The City may install and utilize other utilities, including telephone, wireless, internet, and
broadband or other communication and utility services as well as other facility services
and security for its sole use and at its sole expense.
6.2 Maintenance and Repair. The County shall provide for routine operations,
maintenance and repair of the new facility, which includes the following:
Intel-local Agreement-Page 6 of 12
a. Maintenance of all light, water, heat ventilation and air-conditioning to any
and all parts of the building providing a well-lit and comfortable work
environment;
b. The furnishing of all custodial supplies and services;
c. The performance of all painting and interior decorating of any kind, and the
repairing and normal replacement of all electrical fixtures and outlets,
provided, however, it shall not be the duty of the County to install, replace,
or repair any special electrical circuits, fixtures, or outlets required to
operate special equipment maintained and used exclusively by the City;
d. All necessary maintenance, repair, service, and replacement of all heat,
light, water,ventilation, and air conditioning appliances and services;
e. The maintenance, repair, and painting of all exterior surfaces, and the
maintenance and repair of all roofs, structural walls, and bearing parts,
sidewalks, walkways, and grounds.
6.3 Capital Improvements. The County shall, within its sole discretion, after
consultation with the City, determine capital improvements to be made to the new facility.
Capital improvements shall mean improvements or repairs with an estimated cost
exceeding $50,000 and shall consist of, but not be limited to, reroofing, structural repairs
and modifications, and other changes and modifications to the new facility which requires
major expenditures. The County shall provide the City a written one-year advanced notice
of its intent to make capital improvements, except in the event of a bona fide emergency.
6.4 City Reimbursement of Utility, Maintenance and Repair and Capital Improvement
Costs. The City shall reimburse the County for its proportionate share of the utility,
assessment, maintenance and repair and capital improvements costs calculated on the
percentage of the new facility exclusively occupied by the City and one-half of the shared
use area within the new facility,based on the square footage of the new facility.
7. EQUIPMENT AND FURNITURE:
7.1 City Occupied Areas of New Facility: The City shall be solely responsible for
equipping areas of the new facility that it occupies and any costs thereto. Title to the
aforesaid equipment and all trade fixtures shall vest in the City.
8. LAW LIBRARIES:
The City shall provide its own law library.
9. GENERAL TERMS AND CONDITIONS:
In the event of any conflict or inconsistency between the terms of this Agreement and
Attachment B General Terms and Conditions,the terms of this Agreement shall control.
10. AMENDMENTS/MODIFICATIONS:
It is understood and agreed at this time, as the need for additional courtroom and/or
administration space arises, that all of the terms of this Agreement may be modified to
Interlocal Agreement-Page 7 of 12
accommodate the growing demands on our criminal justice system. Details of any
modifications shall be determined by written agreement of the parties at that time.
No amendments or modifications shall be made to this Agreement, unless set forth in a
written amendment signed by both parties' authorized representatives.
11. ENTIRE AGREEMENT—AMENDMENTS:
This printed Agreement, together with the enclosed Attachments A and B all expressly
incorporated herein by reference shall constitute the whole agreement between the parties.
There are no terms, obligations, covenants or conditions other than those contained herein.
Except as otherwise provided herein, no modification or amendment of this Agreement
shall be valid or effective unless evidenced by an agreement in writing signed by
authorized representatives of both parties.
12. NOTICES:
Required notices, except legal notices, shall be given in writing and mailed by registered
or certified mail to the following respective address:
To County:
Attn: County Administrator
Franklin County
1016 North 4th Avenue
Pasco, Washington 99301
To City:
Attn: City Manager
City of Pasco
525 North 3rd Avenue
Pasco,Washington 99301
or to such other respective addresses as either party hereto may hereafter from time to time
designate in writing. Notice shall be deemed to be given three (3) days following the date
of mailing.
13. INTERLOCAL AGREEMENT PROVISIONS:
This Agreement is entered into pursuant to RCW 39.34 as an interlocal agreement between
the parties. No special budgets or funds are anticipated, nor shall be created incident to
this Agreement. It is not intended that a separate legal entity shall be established to
conduct the cooperative undertaking, nor is the acquiring or holding or disposing of real
property anticipated. The City Manager for the City of Pasco and the County
Administrator of Franklin County, or their designees, are designated as co-administrators
of this Agreement.
Interlocal Agreement-Page 8 of 12
A copy of this Agreement shall be filed with the Franklin County Auditor, or posted on the
City or County's website as provided by RCW 39.34.
Interlocal Agreement-Page 9 of 12
/A IN WITNE S WHERE•F, th- parties hereto have subscribed their names as of the
day of A 11 :4 : 012.
CITY: COUNTY:
CITY OF PASCO, a municipal FRANKLIN COUNTY, a political subdivision of
Corporation of the State of Washington the State of Washington
Matt Watkins, Mayor Brad Peck, Chairman
Rick Miller, Chair Pro Tern
Robert E. Koch, Member
ATTEST BY:
72 .? JJ
.? .c ' /0-v?9 O/.1
Clerk of t1 oard C -340 U 4
APPROVED AS TO FORM: APPROVED AS TO FORM:
SHAWN SANT, #35535\#91039
Leland B. Kerr Prosecuting Attorney for
City Attorney Franklin County
By: U
Deputy Prbsec tin Attorney
g
Interlocal Agreement-Page 10 of 12
STATE OF WASHINGTON )
ss.
COUNTY OF FRANKLIN )
On the lC1 day ofila • , 2012, before me, the undersigned, a Notary Public, in and
for the State of Washington, duly commissioned and sworn, personally appeared Matt Watkins,
to me known to be the Mayor of the City of Pasco, a municipal corporation of the State of
Washington who executed the foregoing instrument and acknowledged the said instrument to be
the free and voluntary act and deed of said City, for the uses and purposes there mentioned, and on
oath stated that said person was authorized to execute the said instrument for said City.
WITNESS my hand and official seal hereto affixed the day and year in this certificate
above writtpiosi t t s,�,
Ii
$.• SP rl
onend ▪ 1 Printed name, - -e K u_50
.▪ _
A at110N c;n= NOTARY PUBLIC in . ,for the State of
�:T�6 o.Z Washington,residing at i .5 C 0
17.�i6U x3 No.e...'r My commission expires:
Ar, O%
1
STATE OF WASHINGTON )
ss.
COUNTY OF FRANKLIN )
On the ,;?1•1 day of do Ivde,x2012, before me, the undersigned, a Notary Public, in and
for the State of Washington, duly commissioned and sworn, personally appeared Brad Peck, to
me known to be the Chairman of the Board of Franklin County Commissioners, and Rick Miller,
to me known to be a Chair Pro-Tern of the Board of Franklin County Commissioners, and Robert
E. Koch, to me known to be a Member of the Board of Franklin County Commissioners, a
political subdivision of the State of Washington, who executed the foregoing instrument and
acknowledged the said instrument to be the free and voluntary act and deed of said political
subdivision of the State of Washington, for the uses and purposes there mentioned, and on oath
stated that said persons were authorized to execute the said instrument for Franklin County,
Washington.
WITNESS my hand and official seal hereto affixed the day and year in this certificate
above written.
e,
Rs Np Prin ed� ine: /i' G. t er_s
,`44•aSe ' �� NOTARY PUBLIC in and for the State of
�` J t• Washington,residing at l f>p i
e • co My commission expires: I0 - -/
e
Interlocal Agreement-Page 11 of 12
ATTACHMENT A
FRANKLIN COUNTY and CITY OF PASCO
Interlocal Agreement-Page 12 of 12
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ATTACHMENT B
GENERAL TERMS AND CONDITIONS
1. LATE PAYMENT,TAXES,LICENSES,AND FEES
A. TIME IS OF THE ESSENCE
Under the terms of this Agreement, time is of the essence for the payment of any
fees required or the performance of any conditions required by either of the
parties of this Agreement.
B. LICENSE, TAXES, AND FEES
City shall pay throughout the term of this Agreement all applicable taxes and all
licenses and excise and other applicable fees to which the City leasehold activities
may be subject.
C. OTHER CONSIDERATION
Except as otherwise provided herein, no offset, reduction, or credit toward any
payment shall be allowed unless it is in writing and signed by the Board of
County Commissioners.
2. COMPLIANCE WITH LAWS AND REGULATIONS
In using the new facility, City will comply with all applicable laws, ordinances, and
regulations from any and all authorities having jurisdiction governing its activities. The
City specifically agrees to comply with and pay all costs associated with achieving such
compliance without any notice from the County, and further agrees that County does not
waive this section by giving notice of demand for compliance in any instance.
3. DISPUTES
Should any dispute arise between the parties concerning the breach, interpretation, or
enforcement of this Agreement, the parties shall first meet in a good faith attempt to
resolve such dispute. Any unresolved dispute shall be submitted to arbitration. The
dispute shall be submitted to a single arbitrator mutually agreed by the parties. If the
parties are unable to agree, the arbitrator shall be determined by the Franklin County
Superior Court, and arbitration shall be conducted pursuant to RCW 7.04A, with both
parties waiving the right to jury trial in the event of a de novo appeal. Arbitration shall be
conducted in Pasco, Franklin County, Washington, and the costs of the arbitration shall
be equally borne by the parties, and the arbitrator shall award, as additional judgment
against the other, attorney's fees and costs to the prevailing party.
Attachment B
4. IMPROVEMENTS AND ALTERATIONS
A. City shall make no alterations or improvements to or upon the new facility, or
install any fixtures (other than trade fixtures which can be removed without injury
to the new facility)without first obtaining written approval from County.
B. Unless otherwise agreed, all improvements or alterations, other than trade
fixtures, erected or made on the new facility shall, upon installation and upon
expiration or earlier termination of this Agreement, belong to County without
compensation to the City.
5. CONDITION OF NEW FACILITY
The City shall inspect and accept the condition of the new facility before occupancy and
it is understood and agreed that the new facility is provided on an "as is" and "with all
faults"basis (except for latent defects not readily ascertainable nor disclosed)without any
obligation on the part of County to make any changes, improvements, or to incur any
expense whatsoever for the maintenance or repair of the new facility. The City's
occupancy of the new facility shall be the City's acceptance of the condition of the new
facility.
The County shall defend, indemnify and hold the City harmless from and against any
liability to third parties for any claims, damages, demands, suits, and judgments,
including reasonable attorney's fees arising from any latent structural or other design
defect of the new facility that could not be readily ascertained by the City, nor disclosed
by the County.
6. INDEMNITY AND HOLD HARMLESS
The City agrees to indemnify and hold County harmless as provided herein to the
maximum extent possible under law in connection with the use, maintenance, and
operation of the portion of the new facility governed under this Agreement. Accordingly,
the City agrees for itself, its successors, and assigns, to defend, indemnify, and hold
harmless County, its appointed and elected officials, and employees from and against
liability for all claims, demands, suits, and judgments, including costs of defense thereof
for injury to persons, death, or property damage which is caused by, arises out of, or is
incidental to City's exercise of rights and privileges granted by this Agreement, except to
the extent of the County's sole negligence. The City's obligations under this section shall
include:
A. The duty to promptly accept tender of defense and provide defense to the County
at the City's own expense;
B. Indemnification of claims made by the City's own employees or agents; and
C. Waiver of the City's immunity under the industrial insurance provisions of Title
51 R.C.W. but only to the extent necessary to indemnify County, which waiver
has been mutually negotiated by the parties.
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Attachment B
In the event it is necessary for the County to incur attorney's fees, legal expenses
or other costs to enforce the provisions of this section, all such fees, expenses and
costs shall be recoverable from the City.
In the event its determined that R.C.W. 4.24.115 applies to this Agreement, the
City agrees to defend, hold harmless, and indemnify County to the maximum
extent permitted thereunder, and specifically for its negligence concurrent with
that of County to the full extent of the City's negligence. City agrees to defend,
indemnify, and hold harmless the County for claims by City's employees and
agrees to waiver of its immunity under Title 51 R.C.W., which waiver has been
mutually negotiated by the parties.
County agrees to indemnify and hold City harmless as provided herein to the maximum
extent possible under law in connection with its use, maintenance, and operation of the
portion of the new facility and exclusively within the control of the City. Accordingly,
County agrees for itself, its successors, and assigns, to defend, indemnify, and hold
harmless the City, its appointed and elected officials, and employees from and against
liability from all claims, demands, suits, and judgments, including the costs of defense
thereof, for injury to persons, death, or property damage which is caused by, arises out of,
or is incidental to County's exercise of rights and privileges granted by this Agreement
except to the extent of the City's sole negligence. County's obligation under this section
shall include:
A. The duty to promptly accept tender of defense and provide defense to the City at
County's expense;
B. Indemnification of claims made by County's own employees or agents; and
C. Waiver of County's immunity under the industrial insurance provisions of Title
51 R.C.W. but only to the extent necessary to indemnify City, which waiver has
been mutually negotiated by the parties.
In the event it is necessary for the City to incur attorney's fees, legal expenses or other
costs to enforce the provisions of this section, all such fees, expenses and costs shall be
recoverable from County.
In the event its determined that R.C.W. 4.24.115 applies to this Agreement, County
agrees to defend, hold harmless, and indemnify City to the maximum extent permitted
thereunder and specifically for its negligence concurrent with that of City to the full
extent of County's negligence.
7. FIRE INSURANCE AND CASUALTY
A. County and City will each carry fire and extended coverage insurance on all
improvements, structures, and buildings of the new facility in which they occupy
or use through this Agreement. County will not carry insurance on City's
personal property. City will not carry insurance on County's personal property.
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Attachment B
B. It is contemplated that certain personal property consisting of fixtures,
furnishings, and equipment, to be housed and used on the new facility shall be
provided for the joint use and enjoyment of the City and the County. The County
shall provide fire and casualty insurance upon said personal property,jointly used
and operated, to the full insurable value, and the premiums therefore shall be
budgeted and shall constitute a cost of operations and maintenance for which the
City shall pay a proportionate share as hereinafter provided. Each party shall,
with respect to personal property solely used and operated by it, be totally subject
to risk of loss thereof, and responsible for procuring, maintaining, and providing
any and all insurance coverages thereon.
In the event of the total or partial destruction of the building or structures of the
new facility or subsequently constructed, not caused by, arising from, or in
connection with the exercise of the City's rights and privileges granted by the
Agreement, County shall have the obligation to reconstruct such new facility to its
prior condition within one (1) year after its destruction, provided that such
obligation shall be limited to the extent the costs of such reconstruction are
covered by the insurance proceeds available to County or with the insurance
proceeds that would have been available to County had they maintained the
insurance.
In the event of the total or partial destruction of the building or structures of the
new facility or subsequently constructed, not caused by, arising from, or in
connection with the exercise of the County's rights and privileges granted by the
Agreement, City shall have the obligation to pay for reconstruction of such new
facility to its prior condition within one(1) year after its destruction,provided that
such obligation shall be limited to the extent the costs of such reconstruction are
covered by the insurance proceeds available to City or with the insurance
proceeds that would have been available to City had they maintained the
insurance.
8. INSURANCE REQUIREMENTS
By the date of execution of this Agreement, the City shall procure and maintain for the
duration of this Agreement, insurance against claims for injuries to persons or damages to
property which may arise from, or in connection with exercise of the rights and privileges
granted by this Agreement, by the City, their agents, representatives, employees /
subcontractors. The cost of such insurance shall be paid by the City.
For all coverages: Each insurance policy shall be written on an"Occurrence" form.
A. MINIMUM LIMITS OF INSURANCE
The City shall maintain limits for Commercial General Liability no less than
$1,000,000 combined single limit per occurrence for bodily injury, personal
injury, and property damage. The City shall maintain Fire Insurance and Casualty
in full replacement cost value amounts for the new facility.
B. DEDUCTIBLES AND SELF-INSURED RETENTIONS
Any deductibles or self-insured retentions must be declared to and approved by
County. The deductible and or self-insured retention of the policies shall not limit
Page 4 of 8
Attachment B
or apply to the City's liability to the County and shall be the sole responsibility of
the City.
C. OTHER INSURANCE PROVISIONS
The insurance policies required in this Agreement are to contain or be endorsed to
contain the following provisions:
Commercial General Liability Policy:
1. County, its officers, officials, employees, and agents are to be covered as
additional insureds as respects to liability arising out of activities
performed by or on behalf of the City in connection with this Lease.
2. To the extent of City's negligence, the City's insurance coverage shall be
primary insurance as respects to the County, its officers, officials,
employees, and agents. Any insurance and/or self-insurance maintained
by the County, its officers, officials, employees, or agents shall not
contribute with the City's insurance or benefit the City in any way.
3. The City's insurance shall apply separately to each insured against whom
a claim is made and or lawsuit is brought, except with respect to the limits
of the insurer's liability.
All policies:
Coverage shall not be suspended, voided, cancelled, reduced in coverage or in
limits, until forty-five (45) days prior written notice, return receipt requested, has
been given to the County.
D. ACCEPTABILITY OF INSURERS
Participation by the City in a self-insured governmental risk pool shall constitute
an acceptable insurer by County.
E. VERIFICATION OF COVERAGE
City shall furnish the County with certificate(s) of insurance and endorsement(s)
required by this Agreement. The certificate(s) and endorsement(s) for each
insurance policy are to be signed by a person authorized by that insurer to bind
coverage on its behalf. The certificates and endorsements for each insurance
policy are to be on forms approved by the County and are to be received and
approved by the County prior to the commencement of activities associated with
the Agreement. The County reserves the right to require complete certified copies
of all required insurance policies at any time.
F. WAIVER OF SUBROGATION
City and County hereby release and discharge each other from all claims, losses
and liabilities arising from or caused by any hazard covered by property insurance
on or in connection with the new facility or said building. This release shall apply
Page 5 of 8
Attachment B
only to the extent that such claim, loss or liability is covered by insurance in
adequate limits to fully satisfy said claims, losses or liabilities.
G. COUNTY'S PROPERTY INSURANCE
County and City shall each purchase and maintain during the term of the
Agreement all-risk property insurance covering the portions of the building they
occupy or use for full replacement value without any coinsurance provisions.
9. MUTUAL RELEASE AND WAIVER
To the extent a loss is covered by insurance in force, County and the City hereby
mutually release each other from liability and waive all right of recovery against each
other for any loss from perils insured against under their respective fire insurance
policies, including any extended coverage endorsements hereto; provided that this
Agreement shall be inapplicable if it would have the effect of invalidating any insurance
coverage of the County or the City or said insurance limits are inadequate to fully satisfy
the loss.
10. SURRENDER OF NEW FACILITY
At the expiration or earlier termination of this Agreement, City shall promptly surrender
possession of the new facility to County and shall deliver to County all keys and badges
that it may have to any and all parts of the new facility.
11. DEFAULT AND RE-ENTRY
If any obligations provided herein, or any part thereof shall be and remain unpaid when
the same shall become due, or if City shall violate or default on any of the material
covenants and agreements herein contained, then County may cancel this Agreement
upon giving the notice required by law and re-enter said new facility using force as may
be required. Notwithstanding such re-entry by County, the liability of the City to pay its
pro-rata obligation for construction of the new facility shall not be extinguished, and City
covenants and agrees to make good to County any deficiency arising from a re-entry.
The City shall pay such deficiency each month as the amount thereof is ascertained by
County.
Notwithstanding the default provisions above, County agrees not to exercise any of the
remedies for default specified herein unless and until: (a) if the default consists of a
violation to pay money, County has given City written notice of the default and City has
failed to cure the default within ten (10) days of receipt of such notice; or (b) if the
default consists of a violation of a covenant other than a covenant to pay money, holder
has given City at least thirty (30) days notice of such default and City has failed to cure
the default within such thirty (30) day period, provided no such notice must be given if
the default was deliberate or immediate action is needed to protect persons or property
from imminent harm, and provided further if the default is one that is capable of being
cured, but cannot with due diligence be cured within thirty(30) days, such thirty(30) day
period shall be deemed extended, to a maximum of ninety (90) days from the date of the
original default, if City advised holder of its intention to cure within thirty (30) days of
the original default notice and prosecutes the curing of the default with all due diligence.
Page 6 of 8
Attachment B
12. ADVANCES BY COUNTY FOR CITY
If City fails to pay any fees or perform any of its obligations under this Agreement,
County will mail notice to City of its failure to pay or perform. Twenty (20) days after
mailing notice, if City's obligation remains unpaid or unperformed, County may pay or
perform these obligations at City's expense. Upon written notification to City of any
costs incurred by County under this paragraph, City will reimburse County within twenty
(20) days.
13. NON-WAIVER
It is hereby agreed that no waiver of any condition or covenant in this Agreement or any
breach thereof, shall be taken to constitute waiver of any subsequent breach.
14. SIGNS
No sign, advertisement, notice, or other lettering will be exhibited, inscribed, painted, or
affixed by City on any part of the outside of the new facility without the prior written
consent of County. If City violates this provision, County may remove the sign without
any liability and may charge the expense incurred by such removal to the City provided,
however, County shall give City written notice of City's violation of this provision and
City shall have forty-eight (48) hours after receiving said notice to comply with the terms
of this provision. All signs erected or installed by City shall be subject to any federal,
state, or local statutes, ordinances or regulations applicable to signs. County hereby
reserves all naming rights to the new facility.
15. INSPECTION
County reserves the right to inspect the new facility at any and all reasonable times
throughout the term of this Agreement, provided that County shall not unduly interfere
with City's operations. The right of inspection reserved to County hereunder shall
impose no obligation on County to make inspections to ascertain the condition of the new
facility, and shall impose no liability upon County for failure to make such inspections.
16. ASSIGNMENT
The City shall not assign this Agreement, nor lease any portion of the new facility
without the prior written consent of the Board of County Commissioners. Any
assignment or lease shall be in compliance with RCW 36.34.180.
17. SEVERABILITY
If any term or provision of this Agreement or the application of any term or provision to
any person or circumstance is invalid or unenforceable, the remainder of this Agreement,
or the application of the term or provisions to persons or circumstances other than those
as to which it is held invalid or unenforceable, shall not be effected and remain in full
force and effect.
Page 7 of 8
Attachment B
END OF GENERAL TERMS AND CONDITIONS
City of Pasco:
411(12,
County:
/a -0y-aa/a c,?ol: 36o
Page 8 of 8