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Port of Pasco 2021-2021 Lease for 1011 E Ainsworth
PORT OF PASCO TERM BUILDING LEASE LEASE P 0 Box 769 PASCO, WA 99301 (509)547-3378 THIS LEASE AGREEMENT made this :&—day of14�/ .2016, by and between the PORT OF PASCO,a municipal corporation organized and existing under the laws of the State of Washington, hereinafter referred to as "PORT" and City of Pasco, a Washington municipality, hereinafter referred to as "Lessee". WITNESSETH: THAT THE PARTIES DO HEREBY MUTUALLY AGREE AS FOLLOWS: ARTICLE 1 • LEASED PREMISES The Port hereby leases to the Lessee and the Lessee hereby hires from the Port the following described Premises situated in Franklin County, State of Washington: Approximately 16,833 square feet of Building OP1011 located at 1011 E Ainsworth Street plus 1.6 acres of land surrounding the building. hereinafter called the "PREMISES". ARTICLE 2 • TERM This lease shall be for a term of five (5) years, commencing September 1, 2016 and ending August 31, 2021. Provided, whether or not this lease is signed by both parties or not, this Lease shall not become effective until the Lessee has provided the Port with the Bond or other security required by Article 6 and the proof of insurance as required by Article 17 of this Lease. Upon execution of this Lease by both parties; and compliance by Lessee of the provisions described above, the Lease will be in effect, and shall commence on the commencement date stated above in this Article 2. ARTICLE 3 •OPTION TO RENEW RENTAL ADJUSTMENT Provided, the Lessee is not in default in any provision of this Lease, the Lessee shall have, and it is hereby given and granted by the Port, two (2) options to renew this lease for an additional term of five (5) years each according to all the terms, provisions, covenants, and agreements in this lease contained, except the provisions specifying the rental to be paid by the Lessee to the Port for the leased Premises. In the event the lease term, including any option period, shall extend the lease term beyond three (3) years, or any successive multiple of three (3) year terms, the rental amount shall be subject to an increase as outlined in this lease. This option shall be exercised automatically unless the Lessee gives the Port written notice of its intent to not extend the term of this lease. Such written notice shall be mailed by certified mail not less than one hundred and eighty (180) days prior to the date of which the lease would otherwise extend. Wherever in the lease agreement reference is made to "the term of this lease", or words of like or similar import are used, they shall always be deemed and construed to include a renewal term of this lease, unless the context clearly requires a contrary construction. The Lessee intends to sublet a portion of the Premises to Franklin County Emergency Management. If the Lessee provides notice that they will not extend the terms of this lease, Franklin County Emergency Management will have the option to enter into their own lease with the Lessor by providing written notice to the Port of their intent. Such written notice shall be mailed by certified mail not less than one hundred and eighty (180) days prior to the date of which the lease with the Lessee would expire and a subsequent Lease with Franklin County Emergency Management will be entered into prior to the expiration of the Lessee's lease. ARTICLE 4 • RENT Lessee agrees to pay as rental for the leased Premises the sum of FIVE THOUSAND FIVE HUNDRED EIGHTY-FIVE DOLLARS AND 76/100's ($5,585.76) per month. Lessee shall pay all leasehold excise, if any, taxes, if any, due and owing on all taxable rent consistent with RCW Chapter 82.29A relating to leasehold excise tax, and any subsequent revision and amendments thereto. Taxable rent includes contract rent which is the amount of consideration due as payment for a leasehold interest, including the total of cash payments made to the Port, or to any other party for the benefit of the Port according to the requirements of the Lease agreement, including, but not limited to: any payments paid by a sublessee; expenditures for the protection of the Port's interest when required by the terms of the Lease or agreement; and expenditures for improvements to the property to the extent that such improvements become the property of the Port. The rent for each month shall be paid to the Port in advance on or before the first day of each and every month of the lease term and shall be payable at such place as the Port may hereafter designate. Lessee acknowledges that late payment by Lessee to Port of Rent or other sums due hereunder will cause Port to incur costs not contemplated by this Lease, the exact amount of which would be extremely difficult and impractical to ascertain. Those costs COP -TB -080116 -1- PORT OF PASCO TERM BUILDING LEASE P 0 Box 769 PASCO, WA 99301 (509)547-3378 include, but are not limited to, processing expenses, accounting expenses, and legal fees. Therefore, in the event Lessee fails to pay any installment of Rent or any other sum due hereunder within thirty (30) days after that amount is due, Lessee shall pay to Port, as Additional Rent, a $100.00 late charge. Waiver of the late charge with respect to any installment or sum will not be deemed to constitute a waiver with respect to any subsequent late charge, which may accrue. In the event any amount so due is delinquent for a period in excess of thirty (30) days, Lessee shall pay Port an additional late charge, computed at the rate of 1%% per month upon the total amount so overdue and for each day following its due date that the payment is delinquent. Lessee shall pay Port a standard charge for each returned check based upon the amount banks are then charging. Lessee shall also pay the sum of $100.00 for the service of any notice associated with a default of any kind by Lessee to reimburse Port for the cost of the preparation and service of such notice. ARTICLE 5 • RENT INCREASE Afterthe lease has run for the first three (3) years, or for any succeeding three (3) year period (s), any increased rental to be paid by the Lessee and charged by the Port shall be determined as outlined in this section as the rental for each succeeding three (3) year period. The nearest quarterly consumer price index (hereinafter called the Index) to the commencement date of the initial term of this lease, or the commencement date of any current succeeding rental adjustment period, shall be the base Index and it shall be based on the data of the Seattle, Washington Index for all items of the Bureau of Labor Statistics of the United States Department of Labor. The quarterly Index issued nearest in point of time to the date at the end of the then current rental period shall be the current Index. The current Index number shall be divided bythe base Index number. From the quotient thereof, there shall be subtracted the integer 1, and any resulting positive number shall be deemed to be the percentage of increase in the cost of rent for the succeeding period. The rent being paid in the current rent period shall be multiplied by the percentage increase to establish the rent increase which shall be added to the current rent to establish the new rental for the next succeeding period. Provided further that any increase during such three year interval shall be limited and shall be no more than fifteen percent (15%) over the rental determined at the previous three year determination. The Port shall, within a reasonable time after obtaining the appropriate data necessary for computing such increase, give the Lessee notice of any increase so determined, and the Port's computation thereof shall be conclusive and binding but shall not preclude any adjustment which may be required in the event of a published amendment of the Index figures upon which the computation was based unless the Lessee shall, within 60 days after the giving of such notice, notify the Portof any claimed error therein. If, atthe time required forthe determination of the additional rentthe Index is no longer published or issued, the parties shall use such other index as is then generally recognized and accepted for similar determination of purchasing power. Any dispute between the parties as to any such rental computation shall be determined by binding arbitration pursuantto RCW 7.04A. If arbitration is requested by either party, the parties shall first confer to determine a neutral arbitrator or for the appointment of the arbitrator by the Superior Court of Franklin County, Washington, as provided below. In the event the parties are unable to agree to a single arbitrator, the dispute shall be resolved by tri -parte arbitration wherein each party shall notify the other party of their choice of one arbitrator each, and each party shall instruct their arbitrator to meet with the arbitrator selected by the other party, and it shall be their duty to mutually agree upon a third arbitrator. These three arbitrators shall then, as soon as practicable, meet to determine what rental adjustment, if any, should be made in accordance with the above guidelines. The majority decision of such arbitrators shall be binding upon both parties thereto. Each party shall be responsible for the fee charged by their selected arbitrator and shall bind themselves to share equally in the fee charged by the third arbitrator. In the event the decision of the arbitrators, or the Port where arbitration is not involved, is not available before the commencement of the next succeeding rental term, the Lessee shall continue to pay rent at the then current rental rate and any change in that amount made by the arbitrators, or the Port where arbitration is not involved, shall be promptly paid retroactively by the Lessee. If either party fails to appoint an arbitrator or if the two arbitrators that are appointed fail to select a third arbitrator within a reasonable time, either party shall have the right to apply to the Superior Court of Franklin County, State of Washington, for appointment of an arbitrator. In lieu of the automatic increase in Rent determined as hereinabove provided, either party may elect to have the rental adjusted as of any Rental Adjustment Date as follows: Ninety (90) days or more prior to a particular Rental Adjustment Date, either party may notify the other in writing of its election to have the Rent established at fair market value as hereinafter determined, in lieu of the CPI adjusted Rent. The Port and Lessee shall attempt to agree upon Rent for the Premises until the next Rental Adjustment Date, or the expiration of the term of the Lease, as the case may be (the "Succeeding Period"), such Rent to equal at least one hundred percent (100%) of the fair market rental value of the Premises for the Succeeding Period. If the parties are unable to agree upon the Rent for the Succeeding Period within thirty (30) days, then within ten (10) days thereafter each party, at its own costs and by giving notice to the other party, shall appoint a real estate appraiser with at least five (5) years full-time commercial real estate appraisal experience in the area in which the Premises are located to appraise and set Rent for the Succeeding Period. If a party does not appoint an appraiser within ten (10) days after the other party has given notice of the name of its appraiser, the single appraiser appointed shall be COP -TB -080116 - 2 - PORT OF PASCO TERM BUILDING LEASE P 0 Box 769 PAsco, WA 99301 (509)547-3378 the sole appraiser and shall set Rent for the Succeeding Period. If there are two appraisers appointed by the parties as stated in this paragraph, they shall meet promptly and attempt to set Rent for the Succeeding Period. If the two appraisers are unable to agree within thirty (30) days after the second appraiser has been appointed, they shall attempt to select a third appraiser meeting the qualifications stated in this paragraph within ten (10) days after the last day the two appraisers were given to set Rent. If the two appraisers are unable to agree on the third appraiser within such ten (10) day period, either of the parties to this Lease, by giving ten (10) days' notice to the other party, may apply to the presiding judge of the Superior Court of Franklin County, for the selection of a third appraiser meeting the qualifications stated in this paragraph. Each of the parties shall bear one-half (1/2) of the cost of appointing the third appraiser and of paying the third appraiser's fee. The third appraiser, however selected, shall be a person who has not previously acted in any capacity for either party. Within thirty (30) days after the selection of the third appraiser, a majority of the appraisers shall set Rent for the Succeeding Period. If a majority of the appraisers are unable to set Rent within the stipulated period of time, the three appraisals shall be added together and their total divided by three (3). The resulting quotient shall be the Rent for the Premises during the Succeeding Period. If, however, the low appraisal and/or the high appraisal is/are more than five percent (5%) lower and/or higher than the middle appraisal, the low appraisal and/or the high appraisal shall be disregarded. If only one (1) appraisal is disregarded,the remainingtwo (2) appraisalsshall beadded together and their total divided bytwo (2), and the resulting quotient shall be Rent for the Premises during the Succeeding Period. If both the low appraisal and the high appraisal are disregarded as stated in this paragraph, the middle appraisal shall be Rent for the Premises during the Succeeding Period. In setting Rent, the appraiser or appraisers shall not take into consideration any properties located outside of the geographic location of the Premises. After Rent for the Succeeding Period has been set, the appraisers shall immediately notify the parties thereof in writing, certified mail, return receipt requested. In no event shall any appraisal procedures provided for herein, nor any determination by the parties hereto, result in Rent for any period being less than Rent for the immediately preceding period. ARTICLE 6 • BOND Lessee shall not be required to provide a bond or other security for rent as allowed under RCW 53.08.085. ARTICLE 7 • USE OF PREMISES Lessee shall use the Premises for administration and other activities associated with emergency management, public safety, utilities and other similar municipal functions. Emergency management shall include emergency preparedness and response for Port facilities, such as but not limited to the Tri -Cities Airport and Big Pasco Industrial Center, and for freight transportation facilities, such as, but not limited to the Burlington Northern Classification Yard and port facilities located on the Columbia and Snake River. The Lessee shall not use them for any other purpose without the written consent of the Port. ARTICLE 8 • UTILITIES The Lessee shall be liable for and shall pay, throughout the term of this lease, all charges for all utility services furnished to the Premises, including but not limited to electricity, gas, water and garbage disposal. The Lessee shall make application directly to Public Utility District #1 of Franklin County for its own electric service and, if the Lessee is required to have its own electric meter and meter loops, then it shall apply to said utility district for said meter and to any qualified electric contractor for a meter base and meter loop, all at the expense of the Lessee. In the event a water meter is necessary, it also shall be paid for and installed at the expense of the Lessee; otherwise, water and sewer service will be billed monthly by the Port on the basis of the Port's prorate schedule. Port reserves the right to adjust, from time -to -time, its charges for water and sewer service. Any Lessee not having a water meter and having a water type air conditioner on the Premises shall equip and maintain said air conditioner with a fully operating recirculating water pump system. ARTICLE 9 • ACCEPTANCE OF PREMISES Port makes no representations or warranties to Lessee regarding the Premises suitability for the Lessee's intended purpose. Lessee shall be responsible for performing any work necessary to bring the Premises into condition satisfactory to Lessee. By signing this Lease, Lessee acknowledges that it has had adequate opportunity to investigate the Premises, acknowledges responsibility for making any corrections, alterations and repairs to the Premises (other than the Port's Work as provided in Section 10 below), and acknowledges that the time needed to completed any such items shall not delay the Commencement Date. Lessee acknowledges that the roof of the Premises may leak from time to time as a result of the age of the roofing materials and the design of the roofs. Notwithstanding any other provision herein to the contrary, the Port makes no warranty whatsoever COP -TB -080116 - 3 - PORT OF PASCO TERM BUILDING LEASE P 0 Box 769 PASCO, WA 99301 (509)547-3378 either express or implied relating to the condition of the roofs, and habitability of the building generally or for a specific purpose. In no event shall the Port be responsible for damage to Lessee's property or the property of third parties. ARTICLE 10 • MAINTENANCE AND REPAIR .Except for the maintenance and repair obligations specifically assumed herein by the PORT, Lessee shall, at its expense, keep and maintain the Premises, including but not limited to buildings, structures, improvements, fixtures, trade fixtures, equipment and utility systems which may now or hereafter exist on the Premises, in good, operable, usable and sanitary order, appearance, repair and in a good, safe, operating and attractive condition throughout the term of this lease, timely providing for such repairs, replacement, rebuilding and restoration as may be required to comply with the requirements of this lease. Such improvement and repair shall include such maintenance and repair of the existing building, all interior repairs including ordinary electrical and HVAC maintenance, all interior and exterior doors, windows, flooring or restrooms, equipment, and fixtures. Should Lessee fail to perform such maintenance or repair within thirty (30) days of written notice from the PORT, the PORT may enter upon the Premises and perform the required maintenance for repair, unless, such lack of maintenance and repair creates an unsafe or hazardous condition for which the Lessee may immediately enter the premises to accomplish such repairs as necessary. Lessee shall reimburse the PORT of all costs incurred in effectuating such maintenance or repair. The PORT shall be responsible for maintaining the major structural components of the existing building including: A. Repairs of the roof and gutters, exterior walls (not including painting), bearing walls, structural members, floor slabs, and foundation. B. Repair of exterior water, sewer and electrical services up to the point of entry to the Premises. C. Repair of the heating and air conditioning components, other than ordinary maintenance. D. PORT shall not, however, be responsible for any repairs necessitated by the negligence of or improper maintenance by Lessee, Its agents, employees or invitees. Such repair shall be the responsibility of Lessee. E. To facilitate prompt repair and minimize the effect upon Lessee's operations, the PORT may authorize Lessee, or its subcontractors, to perform the maintenance, repair and improvements as provided above with the PORT promptly reimbursing Lessee for the actual costs of such maintenance, repairs and any authorized improvements. ARTICLE 11 • IMPROVEMENTS, ALTERATIONS AND FIXTURES Lessee shall have the right to make alterations or additions to the Premises, subject to the prior written consent of the Port. Any such alterations or additions shall be made with due diligence, in a good and workmanlike manner and in compliance with this agreement, all laws, ordinances, orders, rules, regulations, certificates of occupancy, or other governmental requirements; promptly and fully paid for by Lessee; and made under the supervision of an architect or engineer reasonably satisfactory to Port and in accordance with plans and specifications and cost estimates approved by Port. Port may designate a supervising architect to assure compliance with the provisions of this paragraph, and, if it does, Lessee will pay the supervising architect's charges. Title to all improvements constructed by Lessee shall be and remain vested in Lessee during the term of this Lease. Unless Port otherwise elects, all alterations, additions, fixtures (other than trade fixtures), and improvements, permanent in character, made in or upon the Premises by Lessee, will immediately vest in Port at the end of the term of this Lease, and will remain on the Premises without compensation to Lessee. All shelves, bins, machinery and trade fixtures installed by Lessee may be removed by Lessee prior to the termination of this Lease, and shall be removed by the date of termination of this Lease or upon earlier vacating of the Premises if required by Port; upon any such removal Lessee shall restore the Premises to a broom -clean and original condition with ordinary wear and tear accepted. All such removals and restoration shall be accomplished in good workmanlike manner so as not to damage the primary structure or structural qualities of the buildings and other improvements situated on the Premises. In the event of any failure by Lessee to remove, repair or clean the Premises as provided in this section, Lessee shall, upon demand, reimburse Port for the cost of any such removal, repair or cleaning. Any property left on the Premises after the expiration or termination of the Term or after Lessee's vacation or abandonment of the Premises ("Abandoned Property") will be deemed to have been abandoned and to have become the property of Portto dispose of at Port's discretion. COP -TB -080116 -4- PORT OF PASCO TERM BUILDING LEASE P 0 Box 769 PASCO, WA 99301 (509)547-3378 Lessee shall reimburse Port for any of Port's court costs, attorneys' fees, and storage charges related to Abandoned Property. Port may, at its option, sell Abandoned Property at private sale without notice or legal process, for such price as Port may obtain, and apply the proceeds of such sale to any amounts due under this Lease from Lessee to Port, including expenses incident to the removal and sale of Abandoned Property, or Port may otherwise dispose of Abandoned Property, or retain it without compensation to Lessee. ARTICLE 12 • INSPECTION The Port reserves the right to inspect the leased Premises, including any chattels or equipment of the Port thereon located, at any and all reasonable times throughout the term of this lease subject to such site security as required by law, or if necessary to fulfill the Lessee or Sub -Lessee's governmental purpose: Provided that it shall not interfere unduly with Lessee's operations. The right of inspection reserved to the Port hereunder shall impose no obligation on the Port to make inspections to ascertain the condition of the Premises and shall impose no liability upon the Port for failure to make such inspection. Furthermore, the United States Maritime Administration reserved the right for the Government, its agents, customers, transferees, and successors ingress to and egress from the leased premises for certain purposes as provided in the Quitclaim Deed between the United States Maritime Administration and the Port, Auditor File Number 1840777, and herein further incorporated as ExhibitA to this Agreement (USA Deed). ARTICLE 13 • SIGNS No signs or other advertising matter, symbols, canopies or awnings shall be attached to or painted on or within the leased Premises, including the windows and doors thereof, without the approval of the Executive Director first had and obtained. At the termination or sooner expiration of this lease, all such signs, advertising matter, symbols, canopies or awnings attached to or painted by Lessee shall be removed by Lessee at its own expense, and Lessee shall repair any damage or injury to the Premises, and correct any unsightly condition, caused by maintenance and removal of said signs, etc. ARTICLE 14 • DAMAGE OR DESTRUCTION In the event the Premises are rendered untenantable in whole or in part by fire, the elements, or other casualty, Port may elect, at its option, not to restore or rebuild the Premises and shall so notify Lessee, in which event Lessee shall vacate the Premises, and this Lease shall be terminated; or, in the alternative Port shall notify Lessee, within thirty (30) days after the notice of such casualty, that Port will rebuild or restore the Premises and that such work will be completed within one hundred eighty (180) days from the date of such notice of intent. If Port cannot restore or rebuild the Premises within one hundred eighty (180) days, then the Lease may be terminated at Lessee's option upon ten (10) days' written notice to Port. During the period of untenantability, rent shall abate in the same ratio as the portion of the Premises rendered untenantable bears to the whole of the Premises; provided that if the damage is due to the negligence or willful act of Lessee there shall be no abatement of rent. ARTICLE 15 • INDEMNIFICATION The Port, its employees and agents shall not be liable for any injury (including death) to any persons or for damage to any property, regardless of how such injury or damage be caused, sustained or alleged to have been sustained by the Lessee or by others as a result of any condition (including existing or future defects in the Premises or occurrence whatsoever related in any way to the Premises and the areas adjacent thereto or related in any way to Lessee's use or occupancy of the Premises and of the areas adjacent thereto. Lessee agrees to defend and to hold and save the Port harmless from all liability or expense(including attorney fees and other expenses) in connection with any such items or actual or alleged injury or damage. ARTICLE 16 • WAIVER OF SUBROGATION Port and Lessee 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 contracts, including any extended coverage endorsement thereto. Provided, that this waiver shall be inapplicable if it would have the effect, but only to the extent that it would have the effect, of invalidating any insurance coverage of Port or Lessee. ARTICLE 17 • LIABILITY INSURANCE Carried by Lessee. Lessee shall obtain and keep in force during the term of this Lease their liability insurance coverage protecting Lessee against claims for bodily injury, personal injury and property damage based upon, involving or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence COP -TB -080116 - 5 - PORT OF PASCO TERM BUILDING LEASE P 0 Box 769 PASCO, WA 99301 (509)547-3378 basis providing single limit coverage in an amount not less than $1,000,000 per occurrence. All insurance to be carried by Lessee shall be primary to and not contributory with any similar insurance carried by Port, whose insurance shall be considered excess insurance only. The Port shall be furnished with a certificate by Lessee's insurer evidencing the coverage under such insurance. Should the Lessee's current insurance coverage terminate during the life of this lease, or any extension thereof, the Lessee shall furnish Port with a new binder and endorsements prior to the expiration of the prior coverage. Carried by Port. At Port's own expense, Port may also maintain liability insurance similar to that described in the preceding Section, in addition to and not in lieu of, the insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured therein. Insurance Policies. Insurance required hereunder shall be in companies duly licensed to transact business in the state where the Premises are located, and maintaining during the policy term a "General Policyholders Rating" of at least B+, V or such other rating as may be required by a Lender, as set forth in the most current issue of "Best's Insurance Guide." Lessee shall not do or permit to be done anything, which shall invalidate the insurance policies maintained by Port. Lessee shall cause to be delivered to Port, within seven (7) days after the earlier of the Early Possession Date or the Commencement Date, certified copies of, or certificates evidencing the existence and amounts of, the insurance required of Lessee by this Lease. No such coverage shall be cancelable or subject to modification except after thirty- (30) days' prior written notice to Port. At least thirty (30) days prior to the expiration of such policies, Lessee shall furnish Port with evidence of renewals or "insurance binders" evidencing renewal thereof, or Port may obtain such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Port upon demand. Participation in a Governmental Self -Insured Risk Pool under the Washington Cities Insurance Authority (WCIA) fulfills other requirements by Lessee of this section. ARTICLE 18 • USE RESTRICTIONS The Lessee shall not carry on upon the demised Premises any noxious or annoying trade or activity which would constitute a nuisance or hazard to the public, other tenants or to the Lessor and shall not substantially deviate from its announced and original use of the property without consultation with and consent from the Lessor. The Lessee covenants and agrees that it shall not permit the occupancy or use of any other buildings or structures on the Property as Residential Property, as defined under 24 C.F.R. Part 35, without complying with the terms of this agreement and applicable federal, state, and local laws and regulations pertaining to lead-based paint and/or lead-based paint hazards. The Lessee further agrees that property shall not be used by infants and children under seven years of age without complying with the terms of this agreement and applicable federal, state, and local laws and regulations pertaining to lead-based paint and/or lead-based paint hazards. ARTICLE 19 • TAXES Lessee shall be liable for and shall pay, throughout the term of this lease before delinquency, all license and excise fees and occupation taxes covering the business conducted on the Premises and all taxes on property of Lessee on the leased Premises and any taxes on the leasehold interest created by this lease agreement. At the present time, since the Port is a municipal corporation, there is no real estate tax assessed on realty owned by it. If in the future such a tax is assessed or if a tax in lieu of such a tax is assessed, the Lessee agrees to pay the same promptly and before delinquency on that portion of it allocable to the demised Premises. Should the real estate hereby leased, or any portion thereof, be specifically benefited by any local improvement district now in existence or hereafter formed by any other governmental entity such that an L.I.D. assessment is made as to such specially benefited property, the Lessee covenants and agrees to pay to the Port annually, during the term of this lease and any extensions thereof, a sum of money equal to that which the Port would be required to pay annually as to such property under the lengthiest payment schedule available to assessed property owners within the district. ARTICLE 20 • COMPLIANCE WITH PORT REGULATIONS AND WITH ALL LAWS Lessee agrees to comply with all applicable rules and regulations of the Port pertaining to the building or other realty of which the Premises are a part now in existence or hereafter promulgated for the general safety and convenience of the Port, its various tenants,invitees, licensees and the general public. Lessee further agrees to comply with the terms of the Quitclaim Deed between the United States Maritime Administration and the Port, Auditor File Number 1840777, incorporated as Exhibit A to this Agreement. Lessee further agrees to comply with all applicable federal, state and municipal laws, ordinances and regulations. Any fees for any inspection of the Premises during or for the lease term by any federal, state or municipal officer and the fees for any so-called "Certificate of Occupancy" shall be paid by Lessee. COP -T&080116 - 6 - PORT OF PASCO P 0 Box769 Pasco, WA 99301301 TERM BUILDING LEASE (509) 547-3378 ARTICLE 21 • ASSIGNMENT OR SUBLEASE Except for Lessee's sub -lease of a portion of the premises to the Franklin County Emergency Management, Lessee shall not assign or transfer this lease or any interest therein nor sublet the whole or any part of the Premises, nor shall this lease or any interest thereunder by assignable or transferable by operations of laws or by any process or proceeding of any court, or otherwise, without the written consent of the Port first had and obtained, such consent not to be unreasonably withheld by the Port if the assignment or sublet meets the terms of this lease. If the Port shall give its consent to any assignment or sublease, this paragraph shall nevertheless continue in full force and effect and no further assignment or sublease shall be made without the Port's consent. If Lessee is a corporation, any transfer of ownership by merger, consolidation or liquidation, or any change in ownership, or power to vote the majority of the outstanding voting stock of Lessee, constitutes an assignment for purposes of this section. If Lessee is a partnership, limited liability company, limited liability partnership, or proprietorship, a transfer of a controlling interest in such company, partnership or proprietorship constitutes an assignment for purposes of this section. Notwithstanding any permitted assignment or subletting, Lessee shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an "event of default" as hereinafter defined, if the Premises or any part thereof are then assigned or sublet, Port, in addition to any other remedies herein provided, or provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Lessee under such assignment, transfer or sublease and apply such rent against any sums due to Port from Lessee hereunder, and no such collection shall be construed to constitute a novation or a release of Lessee from the further performance of Lessee's obligations hereunder. ARTICLE 22 • DEFAULTS AND REMEDIES EVENTS OF DEFAULT. The following events shall be deemed to be events of default by Lessee under this Lease: A. Lessee fails to pay any installment of the rent herein reserved when due, or any other payment or reimbursement to Port required herein when due, and such failure continues for a period of ten (10) days from the date after written notice thereof to Lessee. B. Lessee becomes insolvent, or makesatransferinfraudofcreditors,ormakesanassignmentforthebenefitofcreditors. C. Lessee files a petition under any section or chapter of the National Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; or Lessee is adjudged bankrupt or insolvent in proceedings filed against Lessee thereunder. D. A receiver or trustee is appointed for all or substantially all of the assets of Lessee. E. Lessee abandons, deserts or vacates the Premises for a period in excess of six months and fails to pay rent thereon. F. Lessee fails to comply with any term, provision or covenant of this Lease (other than the foregoing in this paragraph A) and does not cure such failure within twenty (20) days after written notice thereof to Lessee. REMEDIES. Upon the occurrence of any such events of default described hereinabove, Port shall have the option to pursue any one or more of the following remedies without any notice or demand whatsoever. ' A. Port may accelerate all rent payments due hereunder which shall then become immediately due and payable. B. Terminate this Lease, in which event Lessee immediately shall surrender the Premises to Port, and if Lessee fails so to do, Port may, without prejudice to any other remedy which it may have for possession, or arrearages in rent, enter upon and take possession of the Premises and expel or remove Lessee and any other person who may be occupying the Premises or any part thereof, without being liable for prosecution or any claim of damages therefor, and Lessee agrees to pay to Port on demand the amount of all loss and damage which Port may suffer by reason of such termination, whetherthrough inabilityto relet the Premises on satisfactory terms or otherwise. C. Enter upon and take possession of the Premises and expel or remove Lessee and any other person who may be occupying the Premises or any part thereof, without being liable for prosecution or any claim for damages therefor, and relet the Premises for such terms ending before, on or after the expiration date of the Lease Term, at such rentals and upon such other conditions (including concessions and prior occupancy periods) as Port in its sole discretion may determine, and receive the rent therefor; and Lessee agrees to pay to Port on demand any deficiency that may arise by reason of such reletting. Port shall use reasonable efforts to mitigate its damages by reletting the Premises. In the event Port is successful in reletting the Premises at a rental in excess of that agreed to be paid by Lessee pursuant to COP -TB -080116 - 7 - 769 PORT OF PASCO PascP 0 Box o, WA 99301301 TERM BUILDING LEASE (509) 547-3378 the terms of this Lease, Port and Lessee each mutually agree that Lessee shall not be entitled, under any circumstances, to such excess rental, and Lessee does hereby specifically waive any claim to such excess rental. D. Enter upon the Premises, without being liable for prosecution of any claim for damages therefor, and do whatever Lessee is obligated to do under the terms of this Lease; and Lessee agrees to reimburse Port on demand for any expenses which Port may incur in thus effecting compliance with Lessee's obligations under this Lease, and Lessee further agrees that Port shall not be liable for any damages resulting to the Lessee from such action, whether caused by the negligence of Port or otherwise. E. Whether or not Port retakes possession or relets the Premises, Port shall have the right to recover unpaid rent and all damages caused by Lessee's default, including attorney fees. Damages shall include, without limitation: all rentals lost, all legal expenses and other related costs incurred by Port following Lessee's default, all costs incurred by Port in restoring the Premises to good order and condition, or in remodeling, renovating or otherwise preparing the Premises for reletting, all costs (including without limitation any brokerage commissions and the value of Port's time) incurred by Port, plus interest thereon from the date of expenditure until fully repaid at the rate of eighteen percent (18%) per annum. Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies herein provided or any other remedies provided by law, such remedies being cumulative and non-exclusive, nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any rent due to Port hereunder or of any damages accruing to Port by reason of the violation of any of the terms, provisions and covenants herein contained. No act or thing done by Port or its agents during the Lease Terms hereby granted shall be deemed a termination of this Lease or an acceptance of the surrender of the Premises, and no agreement to terminate this Lease or accept a surrender of the Premises shall be valid unless in writing signed by Port. No waiver by Port of any violation or breach of any of the terms, provisions and covenants herein contained shall be deemed or construed to constitute a waiver of any other violation or breach of any of the terms, provisions and covenants herein contained. Port's acceptance of the payment of rental or other payments hereunder after the occurrence of an event of default shall not be construed as a waiver of such default, unless Port so notifies Lessee in writing. Forbearance by Port to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such default or of Port's right to enforce any such remedies with respect to such default or any subsequent default. If, on account of any breach or default by Lessee in Lessee's obligations under the terms and conditions of this Lease, it shall become necessary or appropriate for Port to employ or consult with an attorney concerning or to enforce or defend any of Port's rights or remedies hereunder, Lessee agrees to pay any reasonable attorneys' fees so incurred. ARTICLE 23 • TERMINATION FOR GOVERNMENT USE In the event that the United States Government or any agency or instrumentality thereof shall, by condemnation or otherwise, take title, possession or the right to possession of the Premises or any part thereof, the Port may, at its option, terminate this lease as of the date of such taking, and, if Lessee is not in default under any of the provisions of this lease on said date, any rental prepaid by Lessee shall, to the extent allocable to any period subsequent to the effective date of the termination be promptly refunded to Lessee. ARTICLE 24 • TERMINATION BECAUSE OF COURT DECREE In the event that any court having jurisdiction in the matter shall render a decision which has become final and which will prevent the performance by the Port of its obligations under this lease, then either party may terminate this lease by written notice, and all rights and obligations hereunder (with the exception of any undischarged rights and obligations that accrued prior to the effective date of termination) shall thereupon terminate. If Lessee is not in default under any of the provisions of this lease on the effective date of such termination, any rental prepaid by Lessee shall, to the extent allocable to any period subsequent to the effective date of termination, be promptly refunded to Lessee. ARTICLE 25 • WAIVER The acceptance of rental by the Port for any period or periods after a default by Lessee hereunder shall not be deemed a waiver of such default unless the Port shall so intend and shall so advise Lessee in writing. No waiver by the Port of any default hereunder by Lessee shall be construed to be or act as a waiver of any subsequent default by Lessee. After any default shall have been cured by Lessee, it shall not thereafter be used by the Port as a ground for the commencement of any action under the provisions of Article 22 hereof. COP -TB -080116 -8- PORT OF PASCO TERM BUILDING LEASE ARTICLE 26• INSOLVENCY P 0 Box 769 PASCO, WA 99301 (509)547-3378 If the lessee shall file a petition in bankruptcy or if Lessee shall be adjudged bankrupt or insolvent by any court, or if a receiver of the property of Lessee shall be appointed in any proceeding brought by or against Lessee, or if Lessee shall make an assignment for the benefit of creditors, or if any proceedings shall be commenced to foreclose any mortgage or any other lien on Lessee's interest in the Premises or on any personal property kept or maintained on the Premises by Lessee the Port may, at its option, terminate this lease. ARTICLE 27 • SURRENDER OF PREMISES - ATTORNEY'S FEES At the expiration or sooner termination of the lease, Lessee shall promptly surrender possession of the Premises to the Port, and shall deliver to the Port all keys that it may have to any and all parts of the Premises. In the event that either party shall be required to bring any action to enforce any of the provisions of this lease, or shall be required to defend any action brought by the other party with respect to this lease, the losing party shall pay all of the successful party's actual costs in connection with such action, including such sums as the court or courts may adjudge reasonable as attorneys' fees in the trial court and in any appellate courts. In the event the Port serves any notice for non-compliance with any provision of this lease on Lessee, Lessee shall pay the sum of $50.00 for the cost of preparation of the notice and service of the notice upon Lessee. Said sum due immediately upon service of the notice. ARTICLE 28 • HOLDING OVER If Lessee shall, with the consent of the Port, hold over after the expiration or sooner termination of the term of this lease, the resulting tenancy shall, unless otherwise mutually agreed, be for an indefinite period of time on a month-to-month basis. During such month-to-month tenancy, Lessee shall pay to the Port One Hundred Fifty percent (150%) of the rate of rental as set forth herein, unless a different rate shall be agreed upon, and shall be bound by all of the additional provisions of this lease agreement insofar as they may be pertinent. ARTICLE 29 • ADVANCES BY PORT FOR LESSEE If Lessee shall fail to do anything required to be done by it under the terms of this lease, except to pay rent, the Port may, at its sole option, do such act or thing on behalf of Lessee, and upon notification to Lessee of the cost thereof to the Port, Lessee shall promptly pay the Port the amount of that cost. ARTICLE 30 • LIENS AND ENCUMBRANCES Lessee shall keep the leased Premises free and clear of any liens and encumbrances arising or growing out of the use and occupancy of the said Premises by Lessee. At the Port's request, Lessee shall furnish the Port with written proof of payment of any item which would or might constitute the basis for such a lien on the leased Premises if not paid. ARTICLE 31 • NOTICES All notices hereunder may be delivered or. If mailed, they shall be sent by certified or registered mail to the following respective addresses: TO LESSOR: TO LESSEE: Port of Pasco Clty of Pasco P.O. Box 769 525 N. 3b Avenue Pasco, WA 99301 Pasco, WA 99301 or to such other respective addresses as either party hereto may hereafter from time to time designate in writing. Notices sent by mail shall be deemed to have been given when properly mailed, and the postmark affixed by the United States Post Office shall be conclusive evidence of the date of mailing. COP -TB -080116 - 9 - PORT OF PASCO TERM BUILDING LEASE ARTICLE 32 • GENERAL PROVISIONS P 0 Box 769 PASCO, WA 99301 (509)547-3378 Time is of the essence. In the case of a dispute by the parties over the terms of this lease, with the exception of Articles 3, 4 and 5, the parties agree to meet in good faith to resolve the dispute and after such meeting, if no resolution is found, agree to resolve the dispute through binding arbitration pursuant to RCW 7.04A. ARTICLE 33 • "LESSEE" INCLUDES LESSEES, ETC. It is understood and agreed that for convenience the word "Lessee" and verbs and pronouns in the singular number and neuter gender are uniformly used throughout this lease, regardless of the number, gender or fact of incorporation of the party who is, or of the parties who are, the actual Lessee or Lessees under this agreement. ARTICLE 34 • CAPTIONS The captions in the lease are for convenience only and do not in any way limit or amplify the provisions of the lease. ARTICLE 35 • INVALIDITY OF PARTICULAR PROVISIONS If any term or provision of this lease agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this lease agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and shall continue in full force and effect. ARTICLE 36 • ENTIRE AGREEMENT - AMENDMENTS This agreement constitutes the whole agreement between the Port and Lessee. There are no terms, obligations, covenants or conditions other than those contained herein. No modification or amendment of this agreement shall be valid and effective unless evidenced by an agreement in writing. ARTICLE 37 • NON-DISCRIMINATION A. The Lessee agrees that in the performance of this Lease that it will not discriminate against any person or class of persons by reason of race, color, creed, sex, age, marital status, political affiliation or non -affiliation, national origin, religion, disability or sexual orientation in the use of any of the facilities provided for the public on the Premises. Lessee also agrees (a) to furnish service on a fair, equal, and nondiscriminatory basis to all users of the facility, and (b) to charge fair, reasonable, and nondiscriminatory prices for each unit for service, provided, that Lessee may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers.. It is agreed that the Lessee's non-compliance with the provisions of this clause shall constitute a default of this Lease. In the event of such noncompliance, the PORT may take appropriate action to enforce compliance, may terminate this Lease, or may pursue such other remedies as may be provided by law. ARTICLE 38 • HAZARDOUS SUBSTANCES Lessee agrees that Lessee shall not use, generate, treat, store or dispose of Hazardous Material on the Premises or adjoining areas except in accordance with any law, ordinance, rule or regulation of any governmental authority having jurisdiction of the Premises or adjoining areas. If Lessee breaches the obligations stated in the preceding sentence, or if the presence of Hazardous Material on the Premises or adjoining areas caused or permitted by Lessee results in contamination of the Premises or adjoining areas, then Lessee shall indemnify, defend and hold Port harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities, or losses (including without limitation diminution in value of the Premises or adjoining areas, damages for the loss or restriction on the use of rentable or usable space or of any adverse impact on marketing of space on the Premises or adjoining areas, and sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees) which arise during or after the Lease Term as a result of such contamination. This indemnification of Port by Lessee includes, without limitation, costs incurred in connection with any investigation of site conditions or any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency, political subdivision, lender or buyer because of Hazardous Material present in the soil or groundwater on or under the Premises or adjoining areas, diminution in value of the Premises, damages for the loss or restriction on use of rentable or usable space or of any amenity of the Premises or adjoining areas, damages arising from any adverse impact on marketing of space in the building, and sums paid in settlement of claims, attorneys' fees, consultant fees, laboratory fees and expert fees. Without limiting the foregoing, if the presence of any Hazardous Material on the Premises or adjoining areas caused or permitted by Lessee results in any contamination of the Premises or adjoining areas, Lessee shall promptly take all actions at its sole expense as are necessary to return the Premises or adjoining areas to the condition existing COP -TB -080116 _10- PORT OF PASCO TERM BUILDING LEASE P 0 Box 769 PASCO, WA 99301 (509)547-3378 prior to the contamination of the Premises or adjoining areas by any such Hazardous Material; provided, however, the Port's approval of such action shall first be obtained, which approval shall not be unreasonably withheld. Lessee will deliver to the Port copies of any documents received from, or sent by Lessee to, the United States Environmental Protection Agency and/or any state, county or municipal environmental or health agency concerning Lessee's operations on the Premises. As used herein, the term "Hazardous Material" means any substance which is (1) designated, defined, classified or regulated as a hazardous substance, hazardous material, hazardous waste, pollutant or contaminant under any Environmental Law, as currently in effect or as hereafter amended or enacted, (ii) a petroleum hydrocarbon, including crude oil or any fraction thereof and all petroleum products, (iii) PCBs; (iv) lead, (v) asbestos, (vi) flammable explosives, (vii) infectious materials, or (viii) radioactive materials."Environmental Law(s)" means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. § 9601 et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Hazardous Materials Transportation Aa, 49 U.S.C. § 1801 et seq., the Clean Water Act, 33 U.S.C. § 1251 et seq., and the Washington Model Toxics Control Act, Chapter 70.105D, Revised Code of Washington, as said laws have been supplemented or amended to date, the regulations promulgated pursuant to said laws and any other federal, state or local law, statute, rule, regulation or ordinance which regulates or proscribes the use, storage, disposal, presence, clean- up, transportation or release or threatened release into the environment of Hazardous Material. Lessee acknowledges that this Lease Agreement is subject to rights of the USA to access the Property for various environmental matters as described in the Quitclaim Deed between the United States Maritime Administration and the Port, filed under Franklin County Auditor No 1840777. Subparagraph 8.1.2 of the USA Deed is hereby incorporated herein, and Lessee agrees to be bound by the provisions thereof. ARTICLE 39 • INTENTIONALLY OMITTED COP -TB -080116 -11- PORT OF PASCO P 0 Box769 PASCo, WA 99301301 TERM BUILDING LEASE (509) 547-3378 ARTICLE 40 • GOVERNING LAW; VENUE This agreement shall be interpreted, construed and governed accordingly to the laws of the state of Washington. The parties agree that Venue for any action under this Agreement shall be in Franklin County, Washington. IN W1NESS HEREOF, this Agreement has been signed and attested by the proper officers of the contracting parties this -_ ay of }trrtIDW 2016. PORT OF PASCO LESS By: A /—L '/ Its: ,c- L, !'y rea&r And: CITY OF PASCO LESSEE r i �► �.w And: State of Washington) : ss. County of Franklin) On this 1 day of—jer2016, before me, the undersigned notary public in and for the State of Washington, duly commissioned and sworn, personally appeared Randy Hayden to me known to be the Executive Director of THE PORTOF PASCO that executed the within and foregoing instrument, and acknowledged that said instrument is the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned and on oath stated that they are authorized to execute said instrument. Givenunder my hand and official seal the day and year last above written. v�IRA Rpei Notary Public in&fid for the `� . O���SSION State of Q'I.vl =*:"NOTAAyN;+ Residing at 4--&S do i BLIG M Commission Ex ares � My P' QAI—Woui / �'D<g •dy.� i�.Iw•:;f 5 �,�•?` COP -TB -080116 -12- 769 PORT OF PASCO PASP 0 Box Co, WA 99301301 TERM BUILDING LEASE (509) 547-3378 CORPORATION NOTARY ACKNOWLEDGEMENT State of W�r4.w,•e�b� ) ss. Ll County of On this (v day of 2016, before me, the undersigned notary public inn aqd for f he State of duly comm sioned and sworn, personally appeared 2 1Df.�\ to me ie own to bthe �EL� l f respectively, of �� OF - OL'—VA'3 that executed the within and foregoing instrument, and acknowledged that said instrument is the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned and on oath stated that they are authorized to execute said instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public in and for TONI L. ZUNKER State of KJNOTARY PUBLIC .J� C��� STATE OF WASNINGTON Residing at �1Q..V�.hE,clJ COWSSMEXI S MARCH 3, 2020 My Commission Expires INDIVIDUAL NOTARY ACKNOWLEDGEMENT State of ) : ss. County of ) On this—day of 2016, before me, the undersigned notary public in and for the State of duly commissioned and sworn, personally appeared to me known to be the individuals described in and who executed the within for foregoing instrument, and acknowledged that they signed the same as their free and voluntary act and deed, for the uses and purposes mentioned. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public in and for the State of Residing at My Commission Expires PORT OF PASCO PRO FORMA LEASE COP -T&080116 -13- PORT OF PASCO TERM BUILDING LEASE - EXHIBIT A P 0 Box 769 PASCO, WA 99301 (509)547-3378 EXHIBIT A: QUIT CLAIM DEED BETWEEN THE UNITED STATES MARITIME ADMINISTRATION AND PORT OF PASCO (AFN: 1840777) COP -TB -080116 -14- PASCO, WASHINGTON No Real Estate Excise Tax Paid This Instrument Exempt Under RCW 8245 Treas4rer, Franklin County 1. THIS DEED, made this the 8d' day of January, 2016, under and pursuant to the power and authority provided by the National Defense Authorization Act for Fiscal Year 1994 Pub. L. 103-160, Section 2927. dated November 30 1993 (107 Stat. 1932-1934); Chapter III of the Federal Property and Administrative Services Act of 1949, as amended (40 U.S.C. §S 541-559) at 40 U.S.C. 6 554 (formerly cited as 40 U.S.C. 484q); the Federal Management Regulation, as the successor to the Federal Property Management Regulations (41 C.F.R. Part 102-75, see e.g. 102-75.250 through .265 and .820 through .875), and the Utilization and Disposal of Surplus Federal Real Property. for Development or Operation of a Port Facility Regulation 46 C.F.R. Part 387, between the UNITED STATES OF AMERICA, acting by and through the Secretary of Transportation, as delegated to the Maritime Administrator (hereinafter, called the "GRANTOR'), and the Port of Pasco, as created by on May 2, 1940, as a special purpose district pursuant to Chapter 53.04 et sea of the Revised Code of Washington (hereinafter called the "GRANTEE"). 2. WITNESSETH, that the said Grantor, for and in consideration of the assumption by the Grantee of all the obligations and its taking subject to certain terms, reservations, restrictions and conditions and its agreement to abide by, certain other terms, reservations, restrictions and conditions, all as set out hereinafter, has remised, granted, released and forever quitclaimed and by these presents does remise, grant, release and forever quitclaim to the Grantee, without warranty, express or implied, under and subject to the terms, reservations, restrictions, conditions, and exceptions, all as hereinafter expressed and set out, all title and claim which the Grantor has in and to that certain property, comprising 2.16 acres of land, more or less, together with all improvements thereon, situated, lying and being partly in the City of Pasco, Washington, Willamette Meridian, the County of Franklin, State of Washington, being a portion of the installation formerly known as the PFC Daniel L. Wagenaar U.S. Army Reserve Center, generally described the Federal Register on Tuesday May 9, 2006, (71 FR 26933), and as specifically described in detail in the Legal Description prepared by the U.S. Army Corps of Engineers and attached to this Quitclaim Deed as Attachment A (hereinafter called the "PROPERTY"), for the uses stated herein. 3. WHEREAS, all the Property hereby conveyed has heretofore been declared surplus to the needs of the UNITED STATES OF AMERICA (hereinafter called the "GOVERNMENT"), and the Property is presently available for disposal and its disposal has been heretofore authorized by the authority contained in the Defense Base Closure and Realignment Act of 1990, as amended (10 U.S.C. § 2687), the Federal Management Regulation as the successor regulation to the Federal Property Management Regulation (41 C.F.R. Part 102-75), and authority delegated Page 1 of 17 AFN # 1800777 DEED 02!0212015 01:53 PM 20 Pages) $82.00 Matt Seaton. Auditor :;,,� . `y' e�,• ,...... Franklin Co.. WA YJ' PORT FACILITY PROPERTY INSTRUMENT OF DISPOSAL ' r QUITCLAIM DEED FRAVKL{NCOUNIY IRE° 'J: "s =• o', �4iiFC DANIEL L WAGENAAR U.S. ARMY RESERV C� (th'(1C1'�t PORT OF PASCO PASCO, WASHINGTON No Real Estate Excise Tax Paid This Instrument Exempt Under RCW 8245 Treas4rer, Franklin County 1. THIS DEED, made this the 8d' day of January, 2016, under and pursuant to the power and authority provided by the National Defense Authorization Act for Fiscal Year 1994 Pub. L. 103-160, Section 2927. dated November 30 1993 (107 Stat. 1932-1934); Chapter III of the Federal Property and Administrative Services Act of 1949, as amended (40 U.S.C. §S 541-559) at 40 U.S.C. 6 554 (formerly cited as 40 U.S.C. 484q); the Federal Management Regulation, as the successor to the Federal Property Management Regulations (41 C.F.R. Part 102-75, see e.g. 102-75.250 through .265 and .820 through .875), and the Utilization and Disposal of Surplus Federal Real Property. for Development or Operation of a Port Facility Regulation 46 C.F.R. Part 387, between the UNITED STATES OF AMERICA, acting by and through the Secretary of Transportation, as delegated to the Maritime Administrator (hereinafter, called the "GRANTOR'), and the Port of Pasco, as created by on May 2, 1940, as a special purpose district pursuant to Chapter 53.04 et sea of the Revised Code of Washington (hereinafter called the "GRANTEE"). 2. WITNESSETH, that the said Grantor, for and in consideration of the assumption by the Grantee of all the obligations and its taking subject to certain terms, reservations, restrictions and conditions and its agreement to abide by, certain other terms, reservations, restrictions and conditions, all as set out hereinafter, has remised, granted, released and forever quitclaimed and by these presents does remise, grant, release and forever quitclaim to the Grantee, without warranty, express or implied, under and subject to the terms, reservations, restrictions, conditions, and exceptions, all as hereinafter expressed and set out, all title and claim which the Grantor has in and to that certain property, comprising 2.16 acres of land, more or less, together with all improvements thereon, situated, lying and being partly in the City of Pasco, Washington, Willamette Meridian, the County of Franklin, State of Washington, being a portion of the installation formerly known as the PFC Daniel L. Wagenaar U.S. Army Reserve Center, generally described the Federal Register on Tuesday May 9, 2006, (71 FR 26933), and as specifically described in detail in the Legal Description prepared by the U.S. Army Corps of Engineers and attached to this Quitclaim Deed as Attachment A (hereinafter called the "PROPERTY"), for the uses stated herein. 3. WHEREAS, all the Property hereby conveyed has heretofore been declared surplus to the needs of the UNITED STATES OF AMERICA (hereinafter called the "GOVERNMENT"), and the Property is presently available for disposal and its disposal has been heretofore authorized by the authority contained in the Defense Base Closure and Realignment Act of 1990, as amended (10 U.S.C. § 2687), the Federal Management Regulation as the successor regulation to the Federal Property Management Regulation (41 C.F.R. Part 102-75), and authority delegated Page 1 of 17 to the Secretary of Defense under Public Law 101-510, Section 2905(b) et seg, redelegated through the Secretary of the Army to the Deputy Assistant Secretary of the Army, authorizes the Department of the Army (hereinafter called the "ARMY") to convey the PFC Daniel L. Wagenaar U.S. Army Reserve Center to the Maritime Administration for subsequent conveyance to the Port of Pasco. The Deputy Assistant Secretary of the Army has assigned the Property to the Maritime Administration, (hereinafter referred to as "MARAD"), U.S. Department of Transportation by letter dated June 11, 2015 (hereinafter called the "ASSIGNMENT LETTER"). 4. WHEREAS, the surplus real Property will be used and maintained in perpetuity for the purpose for which it was conveyed, and that if the Property ceases to be used or maintained for that purpose, all or any portion of the Property will, in its then existing condition, at the option of the Government, revert to MARAD for subsequent reversion to the Army. 5. TO HAVE AND TO HOLD the same on an "as is" and "where is" basis, together with all and singular the appurtenances thereunto belonging or in any way appertaining, and all the title or claim whatsoever of the Grantor, either in law or in equity and subject to the terms, reservations, restrictions and conditions set forth in this instrument, to the only proper use, benefit and behalf of the Grantee. 6. NOW THEREFORE, by the acceptance of this Deed or any rights hereunder, the Grantee, agrees that the conveyance of the Property conveyed by this instrument is accepted subject to all covenants, conditions and restrictions, easements, rights-of-way, reservations, rights, agreements, and encumbrances of record pertaining to the Property as of the date of this Deed. 6.A. As used in this document, "Port Facility" means any structure and improved property, including services connected therewith, whether located on the waterfront or inland, which is used or intended for use in developing, transferring, or assisting maritime commerce and water dependent industries, including, but not limited to, piers, wharves, yards, docks, berths, aprons, equipment used to load and discharge cargo and passengers from vessels, dry and cold storage spaces, terminal and warehouse buildings, bulk and liquid storage terminals, tank farms, multimodal transfer terminals, transshipment and receiving stations, marinas, foreign trade zones, shipyards, industrial property, fishing and aquaculture structures, mixed use waterfront complexes, connecting channels and port landside transportation access routes. (See 46 CFR 387.2(f)) The Maritime Administration has reviewed the uses included in the Pqo FJOlity Redevelopment Plan (hereinafter called the "PFRP") submitted to the War)5me Administration by e-mail from the Port of Pasco dated November 30, 2012 and-apprFlved these uses by letter to the Port of Pasco dated September 20, 2013. cn n O 0 x 6.B. Except as provided in subparagraph 7.A, the entire Port Facility incudingcall structures, improvements, facilities and equipment in which this instrument cormys any interest will be maintained at all times in safe and serviceable condition, toSure is cr - Page 2 of 17 efficient operation and use, provided, however, that such maintenance will be required as to structures, improvements, facilities and equipment only during the useful life thereof, as determined by the Grantor or his successor in function. 7. FURTHER, by the acceptance of this Deed or any rights hereunder, the Grantee, also assumes the obligation of, agrees to abide by, and this conveyance is made subject to, the following terms, reservations, restrictions and conditions set forth in subparagraphs 7.A through 7.0 inclusive: TA. That no Property conveyed by this Deed, with the exception of utilities, will be mortgaged or otherwise disposed of or rights or interest granted by the Grantee without the written consent of the Grantor. When such consent is required it shall not be unreasonably withheld. However, the Grantor will only review leases of five years or more to determine the interest granted therein. (See 46 CFR 387.6(e)) 7.B. Property conveyed for a Port Facility will be used and maintained for the use and benefit of the public and public/private partnerships on fair and reasonable terms, without discrimination. In furtherance of this term (but without limiting its general applicability and effect) the Grantee specifically agrees: (1) that it will keep the Port Facility open to the maritime uses expressed in the application without discrimination between such types and kinds. Provided, that the Grantee may establish such fair, equal, and nondiscriminatory conditions to be met by all users of the Port Facilities as may be necessary for the safe and efficient operation of the Port Facility; and provided, further, that the Grantee may prohibit or limit any given type and kind of maritime use of the Port Facility if such action is necessary for the safe operation of the Port Facility, (2) that in its operation and the operation of port facilities on the Property, neither it nor any person or organization occupying space or facilities thereupon will discriminate against any person or class of persons by reason of race, color, creed, sex, age, marital status, political affiliation or non -affiliation, national origin, religion, disability or sexual orientation in the use of any of the facilities provided for the public on the Property, and (3) that in any agreement, contract, lease, or other arrangement under which a right or privilege on the Property is granted to any person, firm or corporation to conduct or engage in any maritime activity for fumighing services to the public on the Property, the Grantee will insert aW Offorce provisions requiring the contractor: (A x (a) to furnish said service on a fair, equal and nondiseAlni tory basis to all users thereof, and cn n (b) to charge fair, reasonable, and nondiscriminatory juice for each unit for service, provided, that the contractor may hallowed to make reasonable and nondiscriminatory discounts, ate�N or other similar types of price reductions to volume purchasr Page 3 of 17 7.C. The Grantee will, insofar as it is within its powers, and to the extent reasonable, adequately protect the water and land access to the Port Facility. 7.D. The Grantee will operate and maintain in a safe and serviceable condition, as deemed reasonably necessary by Grantor, the port and all facilities thereon and connected therewith which are necessary to service the maritime users of the Port Facility and will not permit any activity thereon which would interfere with its use as a Port Facility. 7.E. The Port Facility is subject to the provisions of 46 C.F.R. Part 340. the Priority Use and Allocation of Shipping Services, Containers and Chassis, and Port Facilities and Services for National Security and National Defense Related Operations regulations. 7.F. The Grantee will: (1) furnish the Grantor with annual or special Port Facility financial and operational reports, (2) famish the Grantor with an annual utilization report that demonstrates that the Port Facility is being used in accordance with the terms and conditions of the Deed, and (3) upon reasonable request of the Grantor, make available for inspection by any duly authorized representative of the Grantor the Port Facility located on the Property and all Port Facility records and documents affecting the port, including deeds, leases, operation and use agreements, regulations, and other instruments, and furnish to the Grantor a true copy of any such document. 7.G. Where construction or major renovation is not required or proposed, the Port Facility will be placed into use within twelve (12) months from the date of this conveyance. Where construction or major renovation is contemplated at the time of conveyance, the Property will be placed in service according to the redevelopment time table approved by the Grantor in the PFRP. Grantee agrees that any construction or alteration on the Property which would require notice to the Federal Aviation Administration (FAA) pursuant to 14 C.F.R. Part 77 (or any successor regulations) is prohibited unless a determination of no hazard to air navigation is issued by the Federal Aviation Administration. T TH. The Grantee will not enter into any transaction which wouldL*pei°ytte to deprive it of any of the rights and powers necessary to perform or comply widmny�jr all of the terms, reservations, restrictions and conditions set forth herein. If an affAngoient is made for management or operation of the Port Facility by any agency or pWon `44her than the Grantee, it will reserve sufficient rights and authority to ensure that s ch 'ort Facility will be operated and maintained in accordance with these terms, resttvatigns, restrictions, and conditions. N n Page 4 of 17 7.I. The Grantee will keep up to date at all times a Port Facility layout map of the Property described herein showing: (1) the boundaries of the Port Facility and all proposed additions thereto, and (2) the location of all existing and proposed port facilities and structures, including all proposed extensions and reductions of existing port facilities. 7.J. In the event that any of the terms, reservations, restrictions, and conditions contained herein are not met, observed, or complied with by the Grantee, whether caused by the legal inability of said Grantee to perform any of the obligations herein set out or otherwise, the title, right of possession and all other rights conveyed by this Deed to the Grantee, or any portion thereof, will at the option of the Grantor revert to the Government in its then existing condition sixty (60) days following the date upon which demand to this effect is made in writing by Grantor or his successor in function, unless within said sixty (60) days such default or violation will have been cured and all such terms, reservations, restrictions, and conditions will have been met, observed, or complied with, or if such cure cannot be reasonably accomplished within said sixty (60) days, Grantee within said sixty (60) days commences the cure and diligently prosecutes it to completion, in which event said reversion will not occur and title, right of possession, and all other rights conveyed hereby, except such, if any, as will have previously reverted, will remain vested in the Grantee. 7.K. If the construction of any of the terms, reservations, restrictions, and conditions recited herein as provisions or the application of the same as provisions in any particular instance is held invalid, the particular term, reservation, restriction or condition in question will be construed instead merely as conditions upon the breach of which the Grantor may exercise its option to cause the title, interest, right of possession, and all other rights conveyed to the Grantee, or any portion thereof, to revert to it, and the application of such term, reservation, restrictions or condition as provisions in any other instance and the construction of the remainder of such terms, reservations, restrictions and conditions as provisions will not be affected thereby. 7.L. The Grantee will remain at all times a political subdivision, municipality, or instrumentality of the State of Washington. O � 7.M. The Grantee will comply at all times with all applicable provision ofAw. z 7.N. The Grantee will not modify, amend or otherwise change its appi%edgFRP without the prior written consent of Grantor and will implement the PFRP as aFpro'r%d by the Grantor. < rn ;, 7.0. The Grantee agrees that in the event, the Grantor exercises its�qptigjr to revert all right, title, and interest in and to any portion of the Property to the Gowmdgpnt, or Grantee voluntarily returns title to the Property in lieu of a reverter, then tl a Grantee will provide protection to, and maintenance of the Property at all times until such time as the title is actually reverted or returned to and accepted by the Government. Such Page 5 of 17 protection and maintenance will, at a minimum, conform to the standards prescribed in the Federal Management Regulation (41 C.F.R. Part 102-75, see e.g. 102-75.970) in effect as of the date of the conveyance. 7.P. The Grantor expressly reserves from this conveyance all mineral rights including, but not limited to, oil, gas and coal, per 46 C.F.R. § 387.6(v). The listing of these minerals does not limit the kinds of minerals subject to the reservation. 7.Q. The Government reserves all right, title, and interest in and to all property of whatsoever nature not specifically conveyed, together with right of removal thereof from the Port Facility within one (1) year from the date of the Deed. During such period, the Government, its agents, customers, transferees, and successors will have the right of ingress to and egress from the Port Facility for the purposes of using, disposing of by sale or otherwise, and removing such property. 7.R. The Grantor on written request from the Grantee may grant release from any of the terms, reservations, restrictions, and conditions contained in the deed, or the Grantor may release the Grantee from any terms, restrictions, reservations or conditions if the Grantor determines that the Property so conveyed no longer serves the purpose for which it was conveyed. 7.5. The covenants, conditions, and restrictions set forth in this Deed and accepted herein by Grantee, unless specifically released, are a binding servitude on the Property; shall inure to the benefit of and enforceable by the Grantor, the Government; shall run with the land in perpetuity; and shall be binding on the Grantee, its successors and assigns. 7.T. Whenever this Deed makes reference to a particular department or agency of the State of Washington or the Government, that reference will be understood to include successor departments and agencies. 8. ENVIRONMENTAL DEED PROVISIONS. 8.A. The covenants, conditions and restrictions made and accepted herein by Grantee shall be for the benefit of and enforceable by the Grantor, the Goverimickt, by and through either the Grantor or the Army, as the subject matter requires, a4d sbJ1l run with the land, and shall be binding on the Grantee, its successors and assigns. Cn x F Y B.B. The Grantor, the Army, and the Washington State Department it "ogy have determined that it is reasonably necessary to impose certain restrictions ap th�use of the Property to protect present and future human health or safety or the envirggmed't as a result of the presence of hazardous materials on portions of the Property sciAed hereinafter with particularity. + r N c,� 8.C. Grantee acknowledges that it has received a copy of the Fording -b Page 6 of 17 Suitability to Transfer (hereinafter called the "FOST") (Attachment B) for the PFC Daniel L. Wagenaar U.S. Army Reserve Center, Pasco, Washington, dated June 2013. The covenants, conditions, restrictions and notices listed in the FOST are incorporated as a part of this Deed. Grantee acknowledges receipt of the FOST and agrees to be bound by the terms contained therein. 8.1). REMEDIATION AND RESPONSE ACTIONS 8.D.1. A description of the remedial action taken on the property, if any, is provided in the FOST (Attachment B); the Environmental Condition of Property Report dated March 2007, (hereinafter called the "ECP') (Attachment C); updated ECP Report dated October 19, 2010 (Attachment D); recertified ECP Report dated October 21, 2011 (Attachment E); recertified ECP Report dated April 30, 2013 (Attachment F); recertified ECP Report dated January 26, 2015 (Attachment G); and the Record of Environmental Consideration, dated December 2010 (Attachment H). Attachment B is attached hereto and incorporated herein. Attachment C, Attachment D, Attachment E, Attachment F, Attachment G, and Attachment H are included for the Grantee's knowledge and the Grantee acknowledges receipt of these documents. 8.D.2. Grantor covenants for the benefit of Grantee, its successors and assigns, that any additional response action or corrective action found to be necessary after the date of this Deed for contamination existing on the Property prior to the date of this Deed shall be conducted by the Government, pursuant to applicable law. 8.D.3. The terms of a May 22, 1997, Memorandum of Agreement (MOA) between the Departments of Education, Health and Human Services, Interior and Transportation and the Department of Defense and the Departments of the Army, Navy and Air Force (Attachment I) delineate those agencies' responsibilities for environmental obligations for the Property. 8.E. RIGHT OF ACCESS 8.E.1 The Grantor reserves a perpetual and assignable easement and right of access on, over, and through the Property, to access and enter upon the Property in any case in which an environmental response or corrective action, or a nu&tions response action is found to be necessary on the part of the United States, without ugariko whether such response or action is on the Property or on adjoining or nearby lOds. Such easement and right of access includes, without limitation, the right-%perforrn any environmental or munitions investigation, survey, monitoring, samplin%9estipg, drilling, boring, coring, testpitting, installing monitoring or pumping wells or otho treatment facilities, response action, corrective action, or any other action necess"Y forthe United States to meet its responsibilities under applicable laws and as provided' or & this Deed. Grantee, its successors and assigns, shall not interfere with any response, remediation, corrective action, or other necessary action conducted by Grantor on tffe Pr4erty. This Page 7 of 17 easement and right of access shall be binding on the Grantee, its successors and assigns, and shall run with the land. 8.E.2 In exercising this easement and right of access, the Grantor shall give the Grantee or the then record owner, reasonable notice of the intent to enter on the Property and exercise its rights under this Deed, which notice may be severely curtailed or even eliminated in emergency situations. Grantor shall use reasonable means, without significant additional cost to the Grantor, to avoid and/or minimize interference with the Grantee's and the Grantee's successors' and assigns' quiet enjoyment of the Property. At the completion of the work, the work site shall be reasonably restored. Such easement and right of access includes the right to obtain and use utility services, including water, gas, electricity, sewer, and communications services available on the Property at a reasonable charge to the United States. Excluding the reasonable charges for such utility services, no fee, charge, or compensation will be due the Grantee nor its successors and assigns, for the exercise of the easement and right of access hereby retained and reserved by the United States. 8.E.3. In exercising this easement and right of access, neither the Grantee nor its successors and assigns, as the case maybe, shall have any claim at law or equity against the United States or any officer, employee, agent, contractor of any tier, or servant of the United States based on actions taken by the United States or its officers, employees, agents, contractors of any tier, or servants pursuant to and in accordance with this Deed. 8.E.4. Grantee agrees that, notwithstanding any other provisions of the Deed, that the Grantor assumes no liability to the Grantee, its successors and assigns, or any other person, should any response, remediation, corrective action, or other action on the Property interfere with the use of the Property by the Grantee, its successors and assigns. B.F. ENVIRONMENTAL DOCUMENTATION - The Grantee has received the technical environmental reports, including the FOST (Attachment B) and the ECP reports, updates and re -certifications for the Property (Attachment C; Attachment D; Attachment E; Attachment F; Attachment G; and Attachment H) that will be conveyed by this Deed, prepared by the Army (or the Army's designee), and agrees, to the best of the Grantee's knowledge, that they accurately describe the environmental condition of the Property. The Grantee has inspected the Property and accepts the physical condition and current level of environmental hazards on the Property and deems the Property to be safe for the Grantee's intended use. o � v 8.G. POST -TRANSFER DISCOVERY OF CONTAMINATION cn z 8.G.1. If an actual or threatened release of a hazardous substaaoe o@opetroleum product is discovered on the Property after the date of the conveyancegrWhedrer or not such substance was set forth in the technical environmental reportsn(inQlading the Asbestos Containing Materials (ACM) Report [Attachment J], prepar4 by Rose Environmental, dated May 2012, and the Asbestos Containing Material'Mspc` ion dated April 7, 2015 [Attachment K]), Grantee or its successors or assigns sha3F be j*sponsible Page 8 of 17 for such release or newly discovered substance unless Grantee is able to demonstrate that such release or such newly discovered substance was due to the Army's activities, ownership, use, or occupation of the Property. The Grantee acknowledges receipt of Attachment J and Attachment K. If the Grantee, its successors or assigns believe the discovered hazardous substance is due to the Army's activities, use or ownership of the Property, Grantee will immediately secure the site and notify the Grantor of the existence of the hazardous substances, and Grantee will not further disturb such hazardous substances without the written permission of the Grantor. 8.G.2. Grantee, its successors and assigns, as consideration for the conveyance, agree to release the Government from any liability or responsibility for any claims arising solely out of the release of any hazardous substance or petroleum product on the Property occurring after the date of this Deed, where such substance or product was placed on the Property by the Grantee, or its successors, assigns, employees, invitees, agents or contractors, after the conveyance. This subparagraph shall not affect the Government's responsibilities to conduct response actions or corrective actions that are required by applicable laws, rules and regulations. 8.1-1. NOTICE OF THE POTENTIAL PRESENCE OF MUNITIONS AND EXPLOSIVES OF CONCERN (MEC) 8.11.1. The Grantee is hereby notified that due to the former use of the Property as a military installation, the Property may contain munitions and explosives of concern (MEC). The term NEC means specific categories of military munitions that may pose unique explosives safety risks and includes: (1) Unexploded Ordnance (UXO), as defined in 10 U.S.C. §101(e)(5); (2) Discarded military munitions (DMM), as defined in 10 U.S.C. §2710(e)(2); or (3) Munitions constituents (e.g., TNT, RDX), as defined in 10 U.S.C. §2710(e)(3), present in high enough concentrations to pose an explosive hazard.) 8.H.2. The Grantor represents that, to the best of its knowledge, no MEC is currently present on the Property. Notwithstanding the Grantor's determination, the parties acknowledge that there is a possibility that MEC may exist on the Property. If the Grantee, any subsequent owner, or any other person should find any MEC on the Property, they shall immediately stop any intrusive or ground -disturbing work in the area or in any adjacent areas and shall not attempt to disturb, remove or destroy it, but shall immediately notify the Local Police Department so that appropriate explosive ordnance disposal personnel can be dispatched to address such MEC as required under applicable law and regulations. C) A v 8.I. Environmental Protection Provisions. Grantee shall neither tratisfeiKthe Property, lease the Property, nor grant any interest, privilege, or license whanev�i in connection with the Property without the inclusion of these Environmental J&tedon Provisions contained in this 8.J, and shall require the inclusion of these EnviWmdAtal Protection Provisions in all further deeds, easements, transfers, leases, or grat)4of-Any interest, privilege, or license. rn r+� Page 9 of 17 8.I.1. NOTICE OF THE PRESENCE OF ASBESTOS AND COVENANT 8.I.1.a The Grantee is hereby informed and does acknowledge that non -friable asbestos or asbestos -containing material ("ACM") has been found on the Property. The Property may contain improvements, such as buildings, facilities, equipment, and pipelines, above and below the ground, that contain non -friable asbestos or ACM. The Occupational Safety and Health Administration (OSHA) and the EPA have determined that such unprotected or unregulated exposure to airborne asbestos fibers increases the risk of asbestos-related diseases, including certain cancers that can result in disability or death. 8.I.1.b. The Grantee covenants and agrees that its use and occupancy of the Property will be in compliance with all applicable laws relating to asbestos. The Grantee agrees to be responsible for any future remediation or abatement of asbestos found to be necessary on the Property to include ACM in or on buried pipelines that may be required under applicable law or regulation. 8.I.l.c. The Grantee acknowledges that it has inspected or has had the opportunity to inspect the Property as to its asbestos and ACM condition and any hazardous or environmental conditions relating thereto. The Grantee shall be deemed to have relied solely on its own judgment in assessing the overall condition of all or any portion of the Property, including, without limitation, any asbestos or ACM hazards or concerns. 8.I.2 NOTICE OF THE PRESENCE OF LEAD-BASED PAINT AND ASBESTOS AND COVENANT AGAINST THE USE OF THE PROPERTY FOR RESIDENTIAL PURPOSES 8.I.2.a The Grantee is hereby informed and does acknowledge that all buildings on the Property, which were constructed or rehabilitated prior to 1978, are presumed to contain lead-based paint. Lead from paint, paint chips, and dust can pose health hazards if not managed properly. Every purchaser of any interest in Residential Real Property on which a residential dwelling was built prior to 1978 is notified that such property may present exposure to lead from lead-based paint that may place young children at risk of developing lead poisoning. Lead poisoning in young children may produce permanent neurological damage, including learning disabilities, reduced intelligence quotient, behavioral problems, and impaired memory. Lead poisoning also poses a particular risk to pregnant women, The seller of any interest in residential real property is require4 to provide the buyer with any information on lead-based paint hazards ®on�hsk assessments or inspections in the seller's possession and notify the buj* oAmy known lead-based paint hazards. "Residential Real Property" means ang;ho&ing constructed prior to 1978, except housing for the elderly (households re6FveJ0for and composed of one or more persons 62 years of age or more at tb®-tima of initial occupancy) or persons with disabilities (unless any child who is leis the 6 M fl � fel N ;n c:. m cl �h Page 10 of 17 years of age resides or is expected to reside in such housing) or any 0 -bedroom dwelling. 8.I.2.b Available information concerning known lead-based paint and/or lead- based paint hazards, the location of lead-based paint and/or lead-based paint hazards, and the condition of painted surfaces is contained in the Environmental Condition of Property Reports (Attachments C, D, E, F, and G); Record of Environmental Consideration (Attachment H); Asbestos Containing Materials Report (Attachment J) and Asbestos Containing Material Inspection (Attachment K-) which have been previously provided to the Grantee. All purchasers must receive the federally -approved pamphlet on lead poisoning prevention. The Grantee hereby acknowledges receipt of all of the information described in this subparagraph. 8.1.2.c The Grantee acknowledges that it has inspected or received the opportunity to conduct its own risk assessment or inspection for the presence of lead-based paint and/or lead-based paint hazards, and any hazardous or environmental conditions relating thereto prior to execution of this document. The Grantee shall be deemed to have relied solely on its own judgment in assessing the overall condition of all or any portion of the Property, including, without limitation, any lead-based pain hazards or concerns. 8.I.2A The Grantee covenants and agrees that it shall not permit the occupancy or use of any other buildings or structures on the Property as Residential Property, as defined under 24 C.F.R. Part 35, without complying with this 8.12 and all applicable federal, state, and local laws and regulations pertaining to lead-based paint and/or lead-based paint hazards. Prior to permitting the occupancy of the Property where its use subsequent to sale is intended for residential habitation, the Grantee shall perform, at its sole expense, the Army's abatement requirements under Title X of the Housing and Community Development Act of 1992 (Residential Lead -Based Paint Hazard Reduction Act of 1992). 1 8.I.2.e To the extent the Grantee, as a unit of local government, is permitted to do so under Washington law, the Grantee further agrees to indemnify and hold harmless the Government, its officers, agents and employees, from and against all suits, claims, demands, or actions, liabilities, judgments, costs and attorney's fees arising out of, or in a manner predicated upon personal injury, death or property damage resulting from, related to, caused by or arising out of lead-based paint or lead-based paint hazards on the Property if used for residential purpq,5s, acept those arising out of exposure to lead-based paint and lead-based pa&iyt h&ards prior to the date the Grantee leased the Property or the date of canvcgance (whichever is earlier). Um n C3 c 8.I.2.f The covenants, restrictions, and requirements of this subparagrafh shill be binding upon the Grantee, its successors and assigns and all future v'rmet,; and shall be deemed to run with the land. The Grantee on behalf off, tseit its <'n Page 11 of 17 successors and assigns, covenants that it will include and make legally binding, this subparagraph in all subsequent conveyance documents. 8.I.3 PESTICIDE NOTICE AND COVENANT 8.I3.a The Grantee is hereby notified and acknowledges that registered pesticides have been applied to the property conveyed herein and may continue to be present thereon. The Grantor and Grantee know of no use of any registered pesticide in a manner (1) inconsistent with its labeling or with the Federal Insecticide, Fungicide, and Rodenticide Act (FIFRA)(7 U.S.C. § 136, et seq.) and other applicable laws and regulations, or (2) not in accordance with its intended purpose. 8.I3.b The Grantee covenants and agrees that if the Grantee takes any action with regard to the property, including demolition of structures or any disturbance or removal of soil that may expose, or cause a release of, a threatened release of, or an exposure to, any such pesticide, Grantee assumes all responsibility and liability therefor. 8.I.4 NOTICE AND COVENANT OF LEAD -CONTAMINATED DUST FROM FORMER USE OF AN INDOOR FIRING RANGE 8.I.4.a. The Administration Building on the Property was formerly used as an indoor firing range. Lead -contaminated dust was remediated, and confirmation sampling indicates lead concentrations below 200 µg/£12. 8.I.4.b. The Grantee, its successors and assigns are hereby notified and acknowledge that additional lead -contaminated dust remediation may be necessary for a particular use or to comply with applicable law. All costs for any additional remediation for lead -contaminated dust shall be at the sole expense of Grantee, its successor or assigns, and not the United States. Furthermore, the remediation of lead contaminated dust inside buildings is not within the scope of releases that make a response action necessary under CERCLA Section 120(h)(3)(A). 9. "AS IS, WHERE IS" 9.A The Grantee acknowledges that it has inspected or has had the opportur>gy to inspect the Property and accepts the condition and state of repair of the subjeci�roj&rty. The Grantee understands and agrees that the Property and any part thereof is oldrx'- AS IS, WHERE IS" without any representation, warranty, or guaranty by the GraWr ij to quantity, quality, title, character, condition, size, or kind, or that the same is in candfon or fit to be used for the purpose(s) intended by the Grantee, and no claim for allditnce�or deduction upon such grounds will be considered. m rl Y N :n c� O' Page 12 of 17 9.13 No warranties, either express or implied, are given with regard to the condition of the Property, including, without limitation, whether the Property does or does not contain asbestos or lead-based paint. The Grantee shall be deemed to have relied solely on its own judgment in assessing the overall condition of all or any portion of the Property, including, without limitation, any asbestos, lead-based paint, or other conditions on the Property. The failure of the Grantee to inspect or to exercise due diligence to be fully informed as to the condition of all or any portion of the Property offered, will not constitute grounds for any claim or demand against the United States. 9.0 Nothing in this "As Is, Where Is" provision will be construed to modify or negate the Grantor's obligations under CERCLA or any other statutory obligations. 10. HOLD HARMLESS 10.A. To the extent authorized by law, the Grantee, its successors and assigns, covenant and agree to indemnify and hold harmless the Grantor, its officers, agents, and employees from (1) any and all claims, damages, judgments, losses, and costs, including fines and penalties, arising out of the use of the Property or the violation of the NOTICES, USE RESTRICTIONS, AND RESTRICTIVE COVENANTS in this Deed by the Grantee, its successors and assigns, and their employees, agents, guest, contractors, and lessees, (2) any and all any and all claims, damages, and judgments arising out of, or in any manner predicated upon, exposure to asbestos, lead-based paint, or other condition on any portion of the Property after the date of conveyance. 10.13. The Grantee, its successors and assigns, covenant and agree that the Grantor shall not be responsible for any costs associated with modification or termination of the NOTICES, USE RESTRICTIONS, AND RESTRICTIVE COVENANTS in this Deed, including without limitation, any costs associated with additional investigation or remediation of asbestos, lead-based paint, or other condition on any portion of the Property. 10.C. Nothing in this Hold Harmless provision will be construed to modify or negate the Grantor's obligations under CERCLA or any other statutory obligations. 11. ANTI -DEFICIENCY ACT. The Grantor's obligation to pay or reimburse any money under this Deed is subject to the availability of funds appropriated for this purpose and nothing in this Deed shall be interpreted to require obligations or payments by the GranWr in violation of the Anti -Deficiency Act, 31 U.S.C. §1341. 69 r 12. If any provision of this Deed or the application thereof to any party or cirdums6nce shall, to any extent, be held invalid or unenforceable, the remainder of this Dee or" e application of such provision to the parties or circumstances other than those to which is &ld invalid or unenforceable shall not be affected thereby and each provision of this Deed_.-&] e valid and be enforced to the fullest extent permitted by law. r N on Cr _ c f' Page 13 of 17 13. NOTICES. Except as otherwise provided herein, any notice, demand, request, consent, approval, or communication that a party desires or is required to give to the other parties shall be in writing and either served personally or sent by first class mail, postage prepaid, return receipt requested, or delivered by a nationally recognized overnight delivery service such as Federal Express or United Parcel Service, charges prepaid or charged to the sender's account. Addresses for purpose of giving notice are as follows: IF TO THE GRANTOR, United States of America, ACTING BY AND THROUGH THE Secretary of Transportation, as delegated to the Maritime Administrator: Director, Office of Deepwater Ports and Offshore Activities (MAR -530) U.S. Department of Transportation, Maritime Administration 1200 New Jersey Avenue, SE Washington, DC 20590 IF TO THE GRANTEE, the Port of Pasco, acting by and through the Board of Commissioners: Port of Pasco Executive Director P.O. Box 769 Pasco, WA 99301 Fax: (509) 547-2547 or, to such other address as a party from time to time shall designate by written notice to the other party. When personally delivered, notice is effective upon delivery. When mailed, certified mail, postage prepaid, return receipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt. When delivered by an overnight delivery service, notice is effective on delivery, if delivery is confirmed by the delivery service. A recipient cannot defeat delivery by refusing to accept the notice, and notice is deemed delivered if refused. The names and addresses set forth herein may only be changed by written notice, return receipt requested. Cr i Page 14 of 17 IN WITNESS WHEREOF, the Grantor and Grantee have caused this to be executed on the 8th day of January 2016. I, Matt Beaton, Auditor of Franklin County, State of Washington do hereby oertily that the foregoing instrument Is a true and oonect copy of the original on file in myvf Dated this dey of oi0 Ila ;Beaton, Audftor Fr 1 y, , shington By T CITY OF WASHINGTON DISTRICT OF COLUMBIA UNITED STATES OF AMERICA SECRETARY OF TRANSPORTATION By: MARITDAE ADMINIS OR Aib.4 (Seal) YOE By: T. Mi 11 Hudson, Jr., Spfretarys'�c tl-I&Vd-4Q f J0\.�. By: ��lnCJ2 Title: I 1 -I I, the undersigned, a Notary Public in and for the District of Columbia, do hereby certify that T. Mitchell Hudson, Jr., officially known to me as Secretary, Maritime Administration, U.S. Department of Transportation, United States of America, personally appeared before me in said District, and executed as Grantor the foregoing Quitclaim Deed, and acknowledged the same to be his/her free act and deed in such official capacity. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this Ef�day of 3rJ441, 2016. NOTARY PUBLIC l v...' , My Commission expires: Page 15 of 17 ACCEPTANCE The Port of Pasco, acting through its Commissioners, does hereby accept this and by such acceptance agrees to all of the terms and condition thereof. Executed this _L-k""day of -:S nu &r" 2016. ' l��iHril�:�,1 . ' S"Y Title: Chairman I, Doti KU \k5 W- Av% , acting as attorney for the Port of Pasco, acting through the Board of Commissioners herein referred to as the "Grantee," do hereby certify: That I have examined the foregoing and the proceedings taken by the Grantee relating thereto, and find that the acceptance thereof by the Grantee has been duly authorized and that the execution thereof is in all respects due and proper and in accordance with the laws of the State of Washington, and further that, in my opinion, the Quitclaim Deed constitutes a legal and binding compliance obligation of the Grantee in accordance with the terns thereof. Dated at Pasco 10 LIL)h thisJ4day of jctN�— M Title: 2016. Page 16 of 17 T q U!I X f z © o Q. �c z � n N ',o r Page 16 of 17 List of Attachments: Attachment A: Legal Description prepared by the U.S. Army Corps of Engineers Attachment B: Finding of Suitability to Transfer (FOST) for the PFC Daniel L. Wagenaar U.S. Army Reserve Center, Pasco, Washington, dated June 2013. Attachment C: Environmental Condition of Property Report dated March 2007 Attachment D: Environmental Condition of Property Report, updated October 19, 2010 Attachment E: Environmental Condition of Property Report, recertified October 21, 2011 Attachment F: Enviromnental Condition of Property Report, recertified April 30, 2013 Attachment G: Environmental Condition of Property Report, recertified January 26, 2015 Attachment H: Record of Environmental Consideration, dated December 2010 Attachment I: May 22, 1997, Memorandum of Agreement between the Departments of Education, Health and Human Services, Interior and Transportation and the Department of Defense and the Departments of the Army, Navy and Air Force Attachment J: Asbestos Containing Materials Report, dated May 2012 Attachment K: Asbestos Containing Material Inspection, dated April 7, 2015 T x _ r O cr =a R1 .� � rn :n r_ Page 17 of 17 USARC Pasco (Wagenaar USARC) Tract A, Parcel 1 Disposal of fee by ±2.16 acres Public Benefit Conveyance LEGAL DESCRIPTION A parcel of land located in Section 32, Township 9 North, Range 30 East, Willamette Meridian, located in Franklin County, WA. More particularly described as follows: Tract A. Parcel 1: Beginning at the intersection of the northerly side of Ainsworth Avenue with the westerly boundary of the Pasco Engineer Depot, said point being N 0645,12" W, 379.81 feet, more or less, from the center monument of said section 32, thence southeasterly along the northerly right-of-way line of Ainsworth Avenue, a distance of 875 feet, more or less, to the true Point of Beginning; Thence continuing southeasterly along the north right-of-way line of Ainsworth Avenue 325.00 feet; Thence northeasterly perpendicular to the north right-of-way line of Ainsworth Avenue 289.00 feet; Thence northwesterly parallel to the north right-of-way line of Ainsworth Avenue, 325.00 feet; Thence southwesterly perpendicular to the north right-of-way line of Ainsworth Avenue, 289.00 feet to the Point of Beginning. Containing more or less 2.16 acres. r Lq n O O O' rn rn -t n N n By: JEF, 31 Jan 2013, JEF 5 Feb 2014 Checked: OJV 31 Jan 2013 MAP: Port Exhibit.mxd GIS: \\\Military\PASARC - USARC PASCO (Wagenaar)\Project- Map\Active Doc: 002091 - PBC.docx Page 1 of 1 7" Legend Projed_ Boundary M A, Par 1 , C F --j DoD Parcels 4. „ nmam & RN REAL ESTATE EXCISE TAX AFFIDAVIT ]bYEPmuama mcayi Chapter 92.45 RCW-Chapter 458-61A WAC wbm Ympei bY¢Aiv PL&1SETYPE OA PRINT TH6 AF8IDA5'RSnU. NDi HB A(O:BPI'ID DN1.F85 At3.AR844 ONALL PAG85 ABB FUll.V ODMVIRI'BD (ss Evk W Im Pve Y[ hma[am0 �SevcadE�m WP'^Pa➢'. Tbu wmmyubmWm Paan Rpivtl6viYYaPmaeAbratlmaPhsvhtpav ) O 6mkbm BmY �de1v¢tl[mPDu[baY5uO[OYJlmmmetP[<¢m Pa NabmNS5aaaj6aYmRP[PYBthPmrRa )aPt �aa�W®ofPmi 6(dmae[Po- Yamled PamYaTcbaa[�aa abmlmecl Pg alrEe amMiO 81-GPwnnnvaN aervku me mynAA:dman: ($¢ bc5 oT Im w[ tm Yamctlm.) YES to e o YES m 4tlda Pepvy auie®d vl6rotloipw reapm &3f PCpIP n 0 YYbpmvty Oavfid v[mmlm(aPa aP[a.m4vtl O v W Imetal o- tlmly) Im! 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(I)OWN8R(S)81alAT ?i NA R Nm P( *: Linden r CD cn WaBpvmlYmPUQ (mpTY mlmmPbY)i lmimirBW Pi¢ CD (� G x 6ca5vv®paw. tinWMcmbvsEvuw ID[vvuldm y :No.lSzimlmY:tim) A59-B1A-2Os(pJ � f.� a NFinaPP 6eY M1un camemmmaYaW. � � OWI CYIm Cee0 OmSeamgP� S 0.00 •R,.malRmw(mea�p s r�pama.®d IAWav) s o.00 T vbk 9dGeSRic S o.00 E�Tv:sue s o.ao aoos mI s aob 'Deliagomlbmvl S real s xme vp"O: •o[�aw[-nPmwy -A TV Gbu p 5 5.00 •AOWecif Ro[e®¢Fu Tm11Ye A IANQn)M oP riM M DM IN MM ANO✓oR T" [SEBA'SIAUCIRR1s FES 0 1 X016 Nm UNIi®STATEB OF ANHBG [ PORT OF PABCO tlo IaaMYna AGWHYNbn MaPm5A4lea RwSmdLv IdvlyAdbw PO BOYTBY v pryMm2p Pvm. WA aASDt W(abWYSvvvm) Phme NwC baYemmml sm WPWm!m wmpatlm[m. o s.men �fbmtre x®a LrallcelsEpemlPrapupmSmtlamwv®bm vvmma Wmma tuasszton liYAaotl+dsla) m lb,u 6p19YdG)e o v FmeNw( .Ydmeam [od[) O �SevcadE�m WP'^Pa➢'. Tbu wmmyubmWm Paan Rpivtl6viYYaPmaeAbratlmaPhsvhtpav ) O 6mkbm BmY �de1v¢tl[mPDu[baY5uO[OYJlmmmetP[<¢m Pa NabmNS5aaaj6aYmRP[PYBthPmrRa )aPt �aa�W®ofPmi 6(dmae[Po- Yamled PamYaTcbaa[�aa abmlmecl Pg alrEe amMiO 81-GPwnnnvaN aervku me mynAA:dman: ($¢ bc5 oT Im w[ tm Yamctlm.) YES to e o YES m 4tlda Pepvy auie®d vl6rotloipw reapm &3f PCpIP n 0 YYbpmvty Oavfid v[mmlm(aPa aP[a.m4vtl O v W Imetal o- tlmly) Im! Da atipm &319 O YYpvPvo'aas+aYSaPe[Yl nloaamuhmeial Pepmy PQ O e rAgm8138 PCY19 B PY mnm w Ya P� u ummYd brmv. O) NOnf]:OT CONTalOANCYQO�4PIAND oiI(.SIPBBM t>881 NEW OWpIFAS(S): To®IUP YemrtatduyPtimntmeu lvao-eJ®RrAtlmv[mmtov (apvapax.5omva.�¢aYac mewbm) �>w mmlmw mrnaNa,.96ePPn.Pffi m am A:ambe JAe WaerNvearmmmam 9mIrfY vdv9IDPoteM aipb56ebw. V tle Iva m Imps auall0v v Ym m mt w'vb m wrbP h 4riwmYa m [LaYotim'¢ w01 h �movavarhe mgmaeelmtldJmlwwW 6eavvaPapabYNffivavvevdwv mameaPY. (ecx'ee.n.fam uwu3l.taq. Ptmm.�e(�wa., iW mYwYm im and mPo � � au[ Iumm,um. TSYm nam. oAeaw gvaWy Namm®c O) Non6or CmNllANCe111A4TOBICPROTEBTST Ntw owxEBc57: Tamnm.[.P<;a)Plmamnbmmm vaPm. aIw rn a[m,,. vmeam. ewer([) tlmml nate b[mao4 d1[aalltlm+l Ya relcW[INpv1uN m rA[pv tl1.16 ACW.chW ae m[ ua PPNe 611h cacf m Rmlcm L the tlme of sY. (I)OWN8R(S)81alAT ?i NA R Nm P( *: Linden r CD cn WaBpvmlYmPUQ (mpTY mlmmPbY)i lmimirBW Pi¢ CD (� G x 6ca5vv®paw. tinWMcmbvsEvuw ID[vvuldm y :No.lSzimlmY:tim) A59-B1A-2Os(pJ � f.� a NFinaPP 6eY M1un camemmmaYaW. � � OWI CYIm Cee0 OmSeamgP� S 0.00 •R,.malRmw(mea�p s r�pama.®d IAWav) s o.00 T vbk 9dGeSRic S o.00 E�Tv:sue s o.ao aoos mI s aob 'Deliagomlbmvl S real s xme vp"O: •o[�aw[-nPmwy -A TV Gbu p 5 5.00 •AOWecif Ro[e®¢Fu Tm11Ye A IANQn)M oP riM M DM IN MM ANO✓oR T" [SEBA'SIAUCIRR1s FES 0 1 X016 USARC Pasco (Wagenaar USARC) Tract A, Parcel 1 Disposal of fee by ±2.16 acres Public Benefit Conveyance LEGAL DESCRIPTION A parcel of land located in Section 32, Township 9 North, Range 30 East, Willamette Meridian, located in Franklin County, WA. More particularly described as follows: Tract A. Parcell Beginning at the intersection of the northerly side of Ainsworth Avenue with the westerly boundary of the Pasco Engineer Depot, said point being N 0°45'12" W, 379.81 feet, more or less, from the center monument of said section 32, thence southeasterly along the northerly right-of-way line of Ainsworth Avenue, a distance of 875 feet, more or less, to the true Point of Beginning; Thence continuing southeasterly along the north right-of-way line of Ainsworth Avenue 325.00 feet; Thence northeasterly perpendicular to the north right-of-way line of Ainsworth Avenue 289.00 feet; Thence northwesterly parallel to the north right-of-way line of Ainsworth Avenue, 325.00 feet; Thence southwesterly perpendicular to the north right-of-way line of Ainsworth Avenue, 289.00 feet to the Point of Beginning. Containing more or less 2.16 acres. T P N Ln O a -n .t m N <n By: JEF, 31 Jan 2013, JEF 5 Feb 2014 Cr ?..' Checked: OJV 31 Jan 2013 MAP: Port Exhibit.mxd GIS: \\\Military\PASARC - USARC PASCO (Wagenaar)\Project- Map\Active Doc: 002091 - PBC.docx Page 1 of 1 Mil Legend `Project_Boundary, A, Par 1 DoD Parcels r,&;; PORT OF Mai Name PAS CO September 7, 2016 Chief Bob Gear City of Pasco - Fire Admin. P 0 Box 293 Pasco, WA 99301 Dear Mr. Gear: OFFICE: 1110 Osprey Pointe Blvd., Suite 201 MAIL To: P.O. Box 769 Pasco, WA 99301 PHONE: 509.547.3378 FAX: 509.547.2547 portofpasco@portofpasco.org ,�Ep 12 2016 ' PORT COMMISSIONERS: James T. Klindworth Ronald P. Reimann Jean-Ryckman EXECUTIVE DIRECTOR: Randy Hayden Welcome to the Port of Pasco. Enclosed is an executed original of a new lease for your files. This document has been signed and all terms and conditions are in effect for the remainder of the lease term. As a courtesy, our accounting department invoices your company for rent. However, in the event that you do not receive an invoice, or if the rental increase is specified in your lease, but is not included on an invoice, the lease rent is still due and payable on the 1st of the month as per terms of the lease. If you should have any questions, please do not hesitate to contact us at your convenience. We look forward to a long and favorable working relationship. Sincerely, Gary Ball Director of Economic Development and Marketing Enclosure EQUAL OPPORTUNITY EMPLOYER