HomeMy WebLinkAboutFranklin County Emergency Mngt - Facility SubleaseFILED FOR RECORD AT REQUEST OF:
City of Pasco
WHEN RECORDED RETURN TO:
City of Pasco, Washington
525 North 3a
Pasco WA 99301
FACILITY SUBLEASE AGREEMENT
THIS FACILITY SUBLEASE AGREEMENT ("Agreement') is entered into
this l t day of October, 2016, between the City of Pasco, a Washington Municipal
Corporation ("City") and Franklin County Emergency Management ("FCEM").
WHEREAS, the Port of Pasco is the owner of a facility ("the Facility") at 1011
East Ainsworth Street, Pasco, Washington plus 1.6 acres of land surrounding the facility,
known as the Big Pasco Industrial Center; and
WHEREAS, the City of Pasco has leased from the Port of Pasco approximately
16,833 square feet of the Facility and desires to sublet a portion of that space to FCEM;
and
WHEREAS, FCEM desires to lease from the City of Pasco a portion of the above-
mentioned space in the Facility and agrees to the terms of this Agreement to apply to the
leasing of said space; and
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the parties hereby agree as follows:
1. Prove
A. FCEM Space. City subleases to FCEM 3,474 square feet of their
leased space from the Port of Pasco inside the Facility, such property situated in
Franklin County, Washington, commonly known as Big Pasco Industrial Center at
1011 Ainsworth Street Pasco, Washington, and legally described on Exhibit A
attached hereto.
B. Common Space. FCEM shall also be responsible to pay rental
fees to the City for 50% of the area within the Facility that is common area, to
be used by both parties. Such area totals 4,241 square feet, for which FCEM
shall pay for 2,120.5 square feet. This area includes portions designated as:
conference, bath/mechanical, server, handicap bath, breakroom, corridors, and
kitchen.
C. Subiect to the Underlying Port of Pasco Tenn Building Lease. This
Sublease of the premises is subject to and subordinate to that certain Port of Pasco
Term Building Lease between the Port of Pasco, as Lessor, and the City of Pasco,
as Tenant, dated the 7h day of September, 2016, and subject to such terms therein,
which are by this reference, incorporated herein by reference, including those
documents included therein, specifically the terms of the Deed of the United States
of America referenced in Article 1 thereof, and the Port regulations contained in
Article 20 thereof.
2. Term. This Agreement shall be effective on the effective date of the "Term
Building Lease" executed between the City of Pasco and the Port of Pasco for the Facility.
The term of this sublease shall be for five (5) years, and shall terminate and or/renew in
conjunction with any termination or renewal of the lease between the City of Pasco and the
Port of Pasco for the Facility.
3. Maintenance. FCEM hereby agrees to pay a prorated portion of the facility
maintenance costs. FCEM will reimburse City of Pasco for 27.59% of each bill incurred
by the City of Pasco for maintenance costs for the facility. This includes, but is not limited
to, parts and labor for repair of mechanical, electrical, interior lighting (including
replacement of ballasts, starters and fluorescent tubes as required), plumbing, heating
systems, ventilating and air conditioning systems (including replacement of filters
recommended in equipment service manual); floor coverings; window coverings; inside
and outside walls (including windows), sidewalks, exterior lighting; parking lot (including
repair and restriping as required); drainage; landscaping and continuous satisfaction of all
governmental requirements generally applicable to similar buildings in the area (example:
fire, building, energy codes and requirements to provide an architecturally barrier -free
premise for individuals with disabilities, etc.).
4. Facility Fee and Payment Schedule. As consideration for the permission
to use the specified area within the Facility, FCEM agrees to pay to the City rent in the
amount of $1,857.37 per month ($0.3320 per square foot x 5,594.5 square feet, per month,
to be paid quarterly) from the effective date until terminated, with the exception that any
rental increase pursuant to the "Term Building Lease" between the City of Pasco and the
Port of Pasco shall also apply at the same rate of increase to this sublease between the City
and FCEM. FCEM agrees to pay City this rent quarterly by the first day of every January,
April, July and October.
N
5. Termination. Either party may terminate this agreement with cause,
without prior notice if the other party fails to abide by the terms and conditions of
this agreement. Either party may without cause, at any time during the term of this
agreement, terminate the contact by giving thirty (30) days prior written notice of
its intent to terminate.
6. Renewal. This Agreement shall automatically renew at the end of each
term for an additional five (5) years, dependent upon the renewal of the City of Pasco's
lease of the Facility from the Port of Pasco.
7. Indemnity and Hold Harmless. City agrees that it will protect, save,
defend, hold harmless and indemnify FCEM, its employees, volunteers, officers and agents
from any and all demands, claims, judgments, or liability for loss or damage arising as a
result of City's obligations and responsibilities under this Agreement, including accidents,
injuries, or other occurrences, that arise out of the negligent acts or failure to act of City's
employees, volunteers, officers and agents.
FCEM agrees that it will protect, save, defend, hold harmless and indemnify City,
its employees, volunteers, officers and agents from any and all demands, claims,
judgments, or liability for loss or damage arising as a result of FCEM's obligations and
responsibilities under this Agreement including accidents, injuries, or other occurrences,
that arise out of the negligent acts or failure to act of FCEM's employees, volunteers,
officers and agents.
8. Damaee or Destruction. In the event the Facility is destroyed or injured
by fire, earthquake, or other casualty so as to render the premises totally unfit for
occupancy, or the Port of Pasco neglects and/or refuses to restore said premises to their
former condition, then FCEM or City may terminate this Agreement and City shall
reimburse FCEM for any unearned rental fee that has been paid. In the event said premises
are partially destroyed, the rental fee herein agreed to be paid shall be abated from the time
or occurrence of such destruction or injury until the premises are again restored to their
former condition, and any rental fee paid by FCEM during the period of abatement shall be
credited upon the next installment of the rental fee to be paid. It is understood that the
terms "abated" and "abatement" mean a pro -rata reduction of area unsuitable for
occupancy due to casualty loss in relation to the total use fee area.
9. Insurance. The City is self-insured and will maintain for the duration of
this agreement, liability and property damage insurance in a combined single limit (CSL)
of $1,000,000.
FCEM shall maintain for the duration of this agreement, liability and property
damage insurance in a combined single limit (CSL) of $1,000,000.
3
10. Reimbursement for Damages to Premises. FCEM hereby agrees to
reimburse the City and/or the Port of Pasco for damages caused by the acts or negligence
of its employees, clients, and agents.
11. Janitorial Services. FCEM hereby agrees to pay a prorated portion of the
facility janitorial services. FCEM will reimburse City of Pasco for 27.59% of each bill
incurred by the City of Pasco for janitorial services.
12. Utilities. FCEM hereby agrees to pay a prorated portion of the facility
utilities services, including but not limited to electric service, natural gas, water, sewer, and
garbage. FCEM will reimburse City of Pasco for 27.59% of each bill incurred by the City
of Pasco for utility services for the facility.
13. Limitation of Agreement. This Agreement is entered into for the benefit
of the parties to this Agreement only. The Agreement is not intended to confer any benefit
on any other parties and therefore no other or third party shall be entitled to rely on the
terms of this Agreement or anticipate receipt of any benefit as a result of the performance
of this Agreement.
14. Alterations. No alterations to the Facility or the space therein subleased
by FCEM shall be made by FCEM or its employees or agents without the written
permission of the City of Pasco.
15. Notices. All notices, request, demands and other communications required
by this Agreement may be delivered by U.S. Mail, or electronic mail, at the addresses
below, with receipt confirmed to the following respective addresses:
City of Pasco
525 N 3'a Avenue
Pasco, WA 99301
(citvmanagernpasco-wa. gov)
Franklin County Emergency Management
502 Boeing Street
Pasco, WA 99301
(sdavis@co.franklin.wa.us
co.franklin.wa.us)
16. Assignment or Subletting: FCEM is prohibited from either assigning or
subletting all or any portion of its leased space within the Facility during its use of the
Facility, and shall not permit the use of the Facility by anyone other than what is provided
for under this Agreement.
to
17. _Dispute Resolution. Except for the payment of rent, in the event of a dispute
regarding the enforcement, breach or interpretation of this Agreement, the parties shall first
meet in a good faith effort to resolve such dispute. In the event the dispute cannot be resolved
by agreement of the parties, said dispute shall be resolved by arbitration pursuant to RCW
7.04A, as amended, and the Mandatory Arbitration Rules (MAR); venue shall be placed in
Franklin County, Washington, the laws of the State of Washington shall apply, and the
prevailing party shall be entitled to its reasonable attorney fees and costs.
18. Amendment. No modification, termination or amendment of this
Agreement may be made except by written agreement signed by both parties hereto.
19. Severability. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other provision hereof, and
this Agreement shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.
20. Governing Law. This Agreement and the rights of the parties hereto shall
be governed by and construed in accordance with the laws of the State of Washington, and
the parties agree that in any such action venue shall lie exclusively in Franklin County,
Washington.
21. Prohibition of Discrimination. FCEM shall not discriminate against any
person in any manner on the grounds of race, creed, color, religion, national origin, sex,
age, marital status, or the presence of any sensory, mental, or physical handicap, or any other
status or condition now or hereafter protected by any state or federal law against
discrimination.
22. Entire Agreement. The entire agreement between the parties hereto is
contained in this Agreement and the exhibits hereto, and this Agreement supersedes all of
their previous understandings and agreements, written and oral, with respect to this
transaction. This Agreement may be amended only by written instrument executed by the
parties subsequent to the date hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
City of Pasco, Washington Franklin County Emergency Management
5ave Zabel1kCWf-K4anager
5
STATE OF WASHINGTON )
ss
County of Franklin
On this day personally appeared before me Dave Zabell, City Manager of the City of
Pasco, Washington, to be known to be the individual described in and who executed the within
and foregoing instrument, and acknowledged that he signed the same as his free and voluntary
act and deed for the uses and purposes therein mentioned.
GIVEN under my hand and official seal this day of
L
L. ZUNKER
RY PUBLIC
F WASHINGTON NOTARY PUBL C in anFor the tate of Washington
SSION EXPIRES Residing atCH 3, 2020 My Commission Expires 2-0
STATE OF WASHINGTON )
ss
County of Franklin
On this day personally appeared before me Patti Bailie, Chairman of the Franklin
County Emergency Management Board, to be known to be the individual described in and who
executed the within and foregoing instrument, and acknowledged that he signed the same as his
free and voluntary act and deed for the uses and purposes therein mentioned.
GIVEN under my hand and official seal this : � day of J -a,
aZ0 / � e✓I• ,�-
NOTARY PUPLIC in and for the State of Washington
Residing at
My Commission Expires a O