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HomeMy WebLinkAboutMunicipal Court Joint Use Agreement with Franklin County - Interlocal Agreementcapy��►�� �� INTERLOCAL AGREEMENT BETWEEN FRANKLIN COUNTY AND THE CITY OF PASCO FOR JOINT USE OF COUNTY FACILITY AGREEMENT THIS INTERLOCAL COOPERATIVE AGREEMENT (hereinafter called "Agreement") is made and entered into by and between Franklin County ereinafter called "County") and the City of Pasco (hereinafter called "City") as of / , 2012, as authorized by RCW 39.34. The County and the City are hereinafter sometimes collectively referred to as the "Parties." WHEREAS, the County has a well-demonstrated need for the expansion and renovation of the jail facility as part of the Courthouse complex and the need to use the space within the public safety portion of the Courthouse complex to house the growing demand for the County services; and WHEREAS, the City has previously leased a portion of that space for its Municipal Court, which lease has expired; and WHEREAS, the City does not have sufficient room nor the facilities to house their Municipal Court at the Pasco City Hall; and WHEREAS, the City and the County are, pursuant to RCW 36.64, authorized to enter into a Joint Use Agreement for the construction and improvement of a common facility to meet the purposes commonly attributed to a Courthouse and City Hall; and WHEREAS, as a result of the joint planning between the County and City, an agreement has been reached and resolutions enacted for the construction of a new facility upon the Courthouse complex which would provide for the expansion and modernization of the Franklin County Jail and to provide a location for the City to maintain its Municipal Court services as an annex to its City Hall; and WHEREAS, on August 10, 2011 Franklin County Resolution Number 2011-281 called for an election on Proposition 1 imposing a sales and use tax levy for county and cities' criminal justice and public safety purposes, including for the improvement, expansion, and maintenance of a county jail and other facilities; and WHEREAS, approval of such sales and use tax levy would result in additional revenues of which 60% would be attributed to the County providing sufficient funds for the improvement, expansion, and maintenance of the County jail facility, as well as most of the remaining 40% attributed to the City providing sufficient funding for the location of its Municipal Court within that facility; and WHEREAS, on November 8, 2011, Proposition 1 was approved by the voters; and WHEREAS, the approval of Proposition 1 provides the County and City with sufficient means to finance the construction, operation, and maintenance of a new County jail and facility for municipal court and other public safety purposes; and Interlocal Agreement - Page 1 of 12 c.2 010 -360A WHEREAS, RCW 36.64.020 provides the requirements for a contract which establishes the process, procedures and conditions by which the County and City will cooperate, in the construction of this new facility to assure that it meets their joint requirements and appropriately allocates the cost of construction and the continuing upkeep and maintenance of the property; and WHEREAS, such an Agreement serves the best interests of the citizens of the City and the County. NOW THEREFORE, in consideration of the promises and commitments made herein, the sufficiency of which is hereby acknowledged, it is agreed as follows: 1. IDENTIFICATION OF PARTIES TO THIS AGREEMENT: 1.1 The County is a political subdivision duly organized and existing under and by virtue of the laws of the State of Washington with its principal offices located at 1016 North 4ch Avenue, Pasco, Washington 99301. 1.2 The City is a municipal corporation duly organized and existing under and by virtue of the laws of the State of Washington with its principal offices located at 525 North 3'a Avenue, Pasco, Washington 99301. 2. JOINT USE OF COUNTY FACILITY: 2.1 The new facility, which for the purposes of this Agreement, shall mean the building (approximately 25,000 square feet) designed to house the Sheriffs Office Administrative functions and the City Court Administration functions, and not including portions of the jail, shall be constructed and located at 1016 North 4th Avenue, Pasco, Washington, upon real property owned by the County, which property together with all improvements thereon, shall remain under fee simple ownership by the County, commonly described as: The block between Fourth and Fifth Avenue north of Margaret Street and south of Octave Street, in Pasco, Washington, more particularly described as follows: SYLVESTER PARK ADD BLKS 6 & 7, TOG WITH VAC HENRY S ADJ & TOG WITH VAC N&S & E&W ALLEYS IN BLK 7 & TOG WITH VAC OCTAVE ST ADJ ON N AND TOGETHER WITH LOTS 13 THRU 28, BLK 8 AND S10' VAC MARIE ST & TOG WITH VA ALLEY ADJ 2.2 Occupancy. a. The City shall have the right of exclusive occupancy of that portion of the new facility depicted as "City Court Administration Areas" on Attachment A which is incorporated herein by this reference. b. The City shall have the rights of joint use and occupancy on those portions designated as "City/County Joint -Use Areas" on Attachment A. Interlocal Agreement - Page 2 of 12 C. All remaining portions of the new facility, other than common areas identified as parking lots, sidewalks, public grounds and facilities, shall be within the exclusive occupancy of the County. d. Except for the furniture and equipment, as provided in Section 6 below, utilized to equip its Municipal Court facility, the title to and ownership of the new facility, together with all underlying and surrounding grounds, and the appurtenances thereto, shall be and remain in the County. 3. TERM OF OCCUPANCY, USE FOR MUNICIPAL COURT SERVICES, OPTION TO BUY-OUT, AND TERMINATION OF MUNICIPAL COURT: 3.1 Term of Occupancy. The term of occupancy authorized by this Agreement shall be for a period of 960 months, calculated as follows, unless terminated sooner per Sections 3.3, or 3.4, or 3.5 below: a. The City shall have use of the current space it is occupying in the County Public Safety Building per the terns of Franklin County Resolution No. 2012-147, until the City occupies the new facility upon its completion. The anticipated date for the completion of the new facility is approximately December, 2013. Subject to the City's payment of its pro -rata share of the construction cost for the new facility, it shall have exclusive use of those portions of the new facility as set forth herein until the end of the 960`s month following its initial occupancy. The City will vacate and relinquish all use of the current space it is occupying upon its acceptance of occupancy in the new facility. 3.2 Use for Municipal Court Services. The City shall make use of the new facility for purposes of management and operation of a court of limited jurisdiction as authorized by City municipal code, Title 3 Revised Code of Washington, and other applicable law pertaining to courts of limited jurisdiction in the State of Washington. The City's use of the new facility shall be in compliance with all County policies and procedures that apply to the facility. Provided, however, such policies and procedures shall not prevent the City from fulfilling its legal obligations or operations as a Municipal Court. The day-to-day management and operation of municipal court services within the facility shall be under the supervision of the City and its designees, all of whom shall be employees of the City, and subject to all of the personnel policies and procedures of the City. The City shall provide all management, supervision, personnel, finniture, materials, equipment, and supplies necessary for its operations and shall take all reasonable precautions to prevent damage, injury, or loss, by reason of or related to the operation and maintenance of the facility. No other uses, activities, or operations shall be conducted by the City from the new facility without first obtaining the prior written consent of Franklin County's authorized representative(s), which consent shall not be unreasonably withheld. 3.3 Use Prohibited by Change in Law. In the event at any time during the term of this Agreement, the City is prevented from using the Premises as a Municipal Court as a result Interlocal Agreement - Page 3 of 12 of a change in law, regulation or Court Rule which prohibits the City's use, the City shall provide the County prompt written notification the change in law, regulation or Court Rule. In the event only the City, but not the County, interprets a change in law, regulation or Court Rule to prevent the City from using the Premises it shall promptly seek a court order to stay the effect of such law, regulation or Court Rule and obtain an order from said court declaring the effect of the change in law, regulation or Court Rule. If each party interprets such change as preventing the City from using the Premises as a Municipal Court the parties shall meet in a good faith attempt to solely determine an alternate use of the Premises by the City, including sublease of the Premises as approved by the County or such other alternate use as may be agreed between the parties. If after such good faith negotiations the parties are unable to agree, the dispute regarding alternate use of the Premises shall be resolved by arbitration as provided in Section 3 of Attachment B to this Agreement. If at any time the City is prevented from using or occupying the Premises as a result of a court order, or by agreement of the parties, the City or its County approved designee shall remain responsible for full payment of the obligations set forth in Section 4.1 and 4.1.a. At no time shall the County be responsible for payment of the obligations set forth in Section 4.1 and 4. La. Sections 4.1 and 4. La. shall survive and remain in effect any termination of this Agreement except upon a termination as a result of the County's closed buy-out of the Agreement per Section 3.4 or except upon separate written agreement between the County and City that carries out a termination permitted by Section 3.5. 3.4 Option to Buy -Out Lease Agreement: Upon the City's occupancy of the new facility for 480 months the City shall grant the County the following: An exclusive option to buy-out the City's remaining interest in the Premises, provided the space will be used for County operations, for a buy-out price to be calculated as the then current appraised value of the City's interest being purchased subject to straight-line depreciation over the term of the Agreement as of the effective date the buy-out closes. If after good faith negotiations the parties are unable to agree on the buy-out price, the dispute shall be resolved by arbitration as provided in Section 3 of Attachment B to this Agreement. This option to buy-out serves to allow the County and City the means to make for alternative occupancy of the new facility should needs change. The option to buy-out may be exercised at anytime by the County for the remaining 480 months upon the City's 480 months of occupancy. With 36 months notice the County shall issue the City in writing its intent to exercise the option to buy-out. When exercising the option, the County shall also deposit with the City the sum of 5% of the buy-out price as a non-refundable deposit towards the buy-out price of the Agreement. Upon exercise of this option by the County, a closing shall take place at the end of 36 months notice. In the event this option to buy-out fails to close the City shall retain the deposit. All expenses relating to the closing of this option to buy-out shall be borne by the County. The relationship between the City and County under this Agreement shall remain unchanged unless the option to buy-out closes. The County agrees to take the necessary steps to secure funding to buy-out this Agreement within the 36 months notice of exercising the option to buy-out. The City and County each acknowledge that through mutual negotiation they agree to release in full the other, and their officials, employees, and agents, from any and all claims, losses, damages, costs, or fees that may arise in the course of a closed buy-out. This option to buy-out shall not obligate the County to exercise the option. A closed buy-out as set forth herein shall result in termination of the Agreement on the date of closing. Interlocal Agreement - Page 4 of 12 3.5 Agreement for District Court Operation a. If at any time the City chooses to terminate its Municipal Court and enters into an agreement with the County for the District Court to perform City Municipal Court operations or services in the Premises, the parties hereby agree that the City shall not be charged "rent" or its equivalent, (exclusive of operational costs, i.e. utilities, custodial, etc.) for any applicable time period as is covered by this agreement, unless the County has previously exercised its buy-out option pursuant to Section 3.4. Absent separate written agreement between the County and City, the City shall remain responsible for full payment of the obligations set forth in Section 4.1 and 4.1 a in the event of a termination per this Section 3.5. Sections 4.1 and 4.1 a shall survive and remain in effect any termination of this Agreement except upon separate written agreement between the County and City that carries out a termination permitted by Section 3.5 or except upon a termination as a result of the County's closed buy-out of the Agreement per Section 3.4. b. If the City chooses to terminate its Municipal Court, according to law, which results in an agreement for the District Court to perform City Municipal Court operations or services, the City shall, unless otherwise specified by statute or agreed to by the Municipal and District Courts, transfer on or before the effective date of termination all of its Municipal Court records to the District Court in digital format, except pending cases which may be transferred in either hardcopy format or digital format. 4. NEW FACILITY CONSTRUCTION FOR CITY OCCUPIED SPACE AND FINANCING THERETO: 4.1 Scone. The County and the City agree to work together closely to design and build a new facility to in part be occupied by the City in providing municipal court services. It is the intention of the parties that the new facility will be built on property owned by the County. The design and construction of the portion of the new facility to be occupied by the City in providing municipal court services, and "common areas" directly related thereto, will be financed solely by the City and be paid solely by the City. The County shall have final authority over all decisions related to the construction of the building. a. In consideration for the County providing space designated in Attachment A within the new facility to be occupied solely by the City through this Agreement, and the County's close collaboration with the City in the design and construction of the new facility, the City will pay for the design and construction of the portion of the new facility to be solely occupied by the City. The total square footage of space in the new facility to be occupied solely by the City shall be by mutual determination of the County and City. The City shall also pay a proportional cost of construction of "common areas" of the new facility which are directly related to the space solely occupied by the City. The City's payment for design and construction costs of occupied space and a proportional share of "common areas" shall occur on the same schedule as any applicable payment request is approved by the County for construction of the new facility and county jail. b. The portion of the new facility occupied by the City shall be identified by exterior letter similar to the following: Interlocal Agreement - Page 5 of 12 City of Pasco Municipal Court C. The new facility shall be completed, with carpet, paint, electrical, fire alarms, security systems, hearing and air conditioning, window treatments, plumbing electrical fixtures, and conduits, or in-place cable, provided for telephones, wired or wireless communication devices, security, video, and computers. The new facility shall meet all code requirements including applicable requirements of the Americans with Disabilities Act. 4.2 Design and Construction. The new facility will be sited on the north side of the current Franklin County Corrections Center. The design and construction of the new facility shall be in accordance with the plans and specifications as approved by the City and the County with each party reserving the right to negotiate the design of that portion of the new facility within their exclusive control and to collaborate on the common area consistent with the overall design of the new facility. The general design of that portion to be occupied by the City under this Agreement is designated on Attachment A. The target date for completion of construction of the new facility is approximately December, 2013. 5. FACILITY PERSONNEL AND SECURITY CHARGES: The County shall secure and provide personnel for the maintenance, repair, upkeep and landscaping, the cost of which are collectively referred to as "facility personnel charges." The County shall secure and provide Premises security of controlled access to the facility. The City shall reimburse the County for its proportionate share of facility personnel charges and security costs calculated on the percentage of the new facility exclusively occupied by the City and one-half of the shared use area within the new facility, based upon the square footage of the entire complex consisting of the Historic Courthouse, the Public Safety Building and the new facility. 6. UTILITIES, ASSESSMENTS, MAINTENANCE AND REPAIR AND CAPITAL IMPROVEMENTS: 6.1 Utilities and Assessments. The County shall secure and provide all jointly used utility services, including, but not limited to electrical, water, sewer, gas, and other utility services for the new facility. The County shall secure and provide, and pay for garbage services, irrigation assessment, and other special or other assessments for the new facility. The City may install and utilize other utilities, including telephone, wireless, internet, and broadband or other communication and utility services as well as other facility services and security for its sole use and at its sole expense. 6.2 Maintenance and Repair. The County shall provide for routine operations, maintenance and repair of the new facility, which includes the following: Interlocal Agreement - Page 6 of 12 a. Maintenance of all light, water, heat ventilation and air-conditioning to any and all parts of the building providing a well -lit and comfortable work environment; b. The furnishing of all custodial supplies and services; C. The performance of all painting and interior decorating of any kind, and the repairing and normal replacement of all electrical fixtures and outlets, provided, however, it shall not be the duty of the County to install, replace, or repair any special electrical circuits, fixtures, or outlets required to operate special equipment maintained and used exclusively by the City; d. All necessary maintenance, repair, service, and replacement of all heat, light, water, ventilation, and air conditioning appliances and services; e. The maintenance, repair, and painting of all exterior surfaces, and the maintenance and repair of all roofs, structural walls, and bearing parts, sidewalks, walkways, and grounds. 6.3 Capital Improvements. The County shall, within its sole discretion, after consultation with the City, determine capital improvements to be made to the new facility. Capital improvements shall mean improvements or repairs with an estimated cost exceeding $50,000 and shall consist of, but not be limited to, reroofing, structural repairs and modifications, and other changes and modifications to the new facility which requires major expenditures. The County shall provide the City a written one-year advanced notice of its intent to make capital improvements, except in the event of a bona fide emergency. 6.4 City Reimbursement of Utility. Maintenance and Repair and Capital Improvement Costs. The City shall reimburse the County for its proportionate share of the utility, assessment, maintenance and repair and capital improvements costs calculated on the percentage of the new facility exclusively occupied by the City and one-half of the shared use area within the new facility, based on the square footage of the new facility. EQUIPMENT AND FURNITURE: 7.1 City Qccupied Areas of New Facility: The City shall be solely responsible for equipping areas of the new facility that it occupies and any costs thereto. Title to the aforesaid equipment and all trade fixtures shall vest in the City. 8. LAW LIBRARIES: The City shall provide its own law library. 9. GENERAL TERMS AND CONDITIONS: In the event of any conflict or inconsistency between the terms of this Agreement and Attachment B General Terms and Conditions, the terms of this Agreement shall control. 10. AMENDMENTS/MODIFICATIONS: It is understood and agreed at this time, as the need for additional courtroom and/or administration space arises, that all of the terms of this Agreement may be modified to Interlocal Agreement - Page 7 of 12 accommodate the growing demands on our criminal justice system. Details of any modifications shall be determined by written agreement of the parties at that time. No amendments or modifications shall be made to this Agreement, unless set forth in a written amendment signed by both parties' authorized representatives. 11. ENTIRE AGREEMENT — AMENDMENTS: This printed Agreement, together with the enclosed Attachments A and B all expressly incorporated herein by reference shall constitute the whole agreement between the parties. There are no terms, obligations, covenants or conditions other than those contained herein. Except as otherwise provided herein, no modification or amendment of this Agreement shall be valid or effective unless evidenced by an agreement in writing signed by authorized representatives of both parties. 12. NOTICES: Required notices, except legal notices, shall be given in writing and mailed by registered or certified mail to the following respective address: To County: Attn: County Administrator Franklin County 1016 North 4th Avenue Pasco, Washington 99301 To City: Attn: City Manager City of Pasco 525 North 3`d Avenue Pasco, Washington 99301 or to such other respective addresses as either party hereto may hereafter from time to time designate in writing. Notice shall be deemed to be given three (3) days following the date of mailing. 13. INTERLOCAL AGREEMENT PROVISIONS: This Agreement is entered into pursuant to RCW 39.34 as an interlocal agreement between the parties. No special budgets or funds are anticipated, nor shall be created incident to this Agreement. It is not intended that a separate legal entity shall be established to conduct the cooperative undertaking, nor is the acquiring or holding or disposing of real property anticipated. The City Manager for the City of Pasco and the County Administrator of Franklin County, or their designees, are designated as co -administrators of this Agreement. Interlocal Agreement - Page 8 of 12 A copy of this Agreement shall be filed with the Franklin County Auditor, or posted on the City or County's website as provided by RCW 39.34. Interlocal Agreement - Page 9 of 12 IN WITNESS WHER OF, the parties hereto have subscribed their names as of the day of 2012. CITY: CITY OF PASCO, a municipal Corporation of the State of Washington Matt Watkins, Mayor APPROVED AS TO FORM: Leland B. Kerr City Attorney COUNTY: FRANKLIN COUNTY, a political subdivision of the State of Washington Brad Peck, Chairman ,-Vp E Rick Miller, Chair Pro Tem &26�14Z Robert E. Gch, Member ATTEST BY: Clerk 'of th oard -3(oU APPROVED AS TO FORM: SHAWN SANT, #35535\#91039 Prosecuting Attorney for Franklin County By: o Deputy PrYsecuting Attorney Interlocal Agreement - Page 10 of 12 360 STATE OF WASHINGTON ss. COUNTY OF FRANKLIN On the —UL. day of U , , 2012, before me, the undersigned, a Notary Public, in and for the State of Washington, duly commissioned and sworn, personally appeared Matt Watkins, to me known to be the Mayor of the City of Pasco, a municipal corporation of the State of Washington who executed the foregoing instrument and acknowledged the said instrument to be the free and voluntary act and deed of said City, for the uses and purposes there mentioned, and on oath stated that said person was authorized to execute the said instrument for said City. WITNESA my hand and official seal hereto affixed the day and year in this certificate above t%%I Nii�i L. KFti O Ale Printed n L eye uS(J LIC c NOTARY PUBLIC ind the Stale of Washington, residing at Q S (20�y i�i�F Wg5H1NG�`' My commission expires: `l it STATE OF WASHINGTON) ss. COUNTY OF FRANKLIN ) On the o?q day of 2012, before me, the undersigned, a Notary Public, in and for the State of Washington, duly commissioned and sworn, personally appeared Brad Peck, to me known to be the Chairman of the Board of Franklin County Commissioners, and Rick Miller, to me known to be a Chair Pro -Tem of the Board of Franklin County Commissioners, and Robert E. Koch, to me known to be a Member of the Board of Franklin County Commissioners, a political subdivision of the State of Washington, who executed the foregoing instrument and acknowledged the said instrument to be the free and voluntary act and deed of said political subdivision of the State of Washington, for the uses and purposes there mentioned, and on oath stated that said persons were authorized to execute the said instrument for Franklin County, Washington. WITNESS my hand and official seal hereto affixed the day and year in this certificate above written. RS�►o fV Printed ame: �i r"C. e' l iro, e e NOTARY PUBLIC i6 and for the State of Washington, residing at cm a p My commission expires: .► e 0 S�'�4 Interlocal Agreement - Page 11 of 12 ATTACHMENT A FRANKLIN COUNTY and CITY OF PASCO Interlocal Agreement - Page 12 of 12 O U U) Q d U- Q O H ZU Wo gz 2Q U� Qz Q U z J Y z Q LL LL FAN an LL uj � N a CO ATTACHMENT B GENERAL TERMS AND CONDITIONS 1. LATE PAYMENT, TAXES, LICENSES, AND FEES A. TIME IS OF THE ESSENCE Under the terms of this Agreement, time is of the essence for the payment of any fees required or the performance of any conditions required by either of the parties of this Agreement. B. LICENSE, TAXES, AND FEES City shall pay throughout the term of this Agreement all applicable taxes and all licenses and excise and other applicable fees to which the City leasehold activities may be subject. C. OTHER CONSIDERATION Except as otherwise provided herein, no offset, reduction, or credit toward any payment shall be allowed unless it is in writing and signed by the Board of County Commissioners. 2. COMPLIANCE WITH LAWS AND REGULATIONS In using the new facility, City will comply with all applicable laws, ordinances, and regulations from any and all authorities having jurisdiction governing its activities. The City specifically agrees to comply with and pay all costs associated with achieving such compliance without any notice from the County, and further agrees that County does not waive this section by giving notice of demand for compliance in any instance. 3. DISPUTES Should any dispute arise between the parties concerning the breach, interpretation, or enforcement of this Agreement, the parties shall first meet in a good faith attempt to resolve such dispute. Any unresolved dispute shall be submitted to arbitration. The dispute shall be submitted to a single arbitrator mutually agreed by the parties. If the parties are unable to agree, the arbitrator shall be determined by the Franklin County Superior Court, and arbitration shall be conducted pursuant to RCW 7.04A, with both parties waiving the right to jury trial in the event of a de novo appeal. Arbitration shall be conducted in Pasco, Franklin County, Washington, and the costs of the arbitration shall be equally borne by the parties, and the arbitrator shall award, as additional judgment against the other, attorney's fees and costs to the prevailing party. Attachment B 4. IMPROVEMENTS AND ALTERATIONS A. City shall make no alterations or improvements to or upon the new facility, or install any fixtures (other than trade fixtures which can be removed without injury to the new facility) without first obtaining written approval from County. B. Unless otherwise agreed, all improvements or alterations, other than trade fixtures, erected or made on the new facility shall, upon installation and upon expiration or earlier termination of this Agreement, belong to County without compensation to the City. 5. CONDITION OF NEW FACILITY The City shall inspect and accept the condition of the new facility before occupancy and it is understood and agreed that the new facility is provided on an "as is" and "with all faults" basis (except for latent defects not readily ascertainable nor disclosed) without any obligation on the part of County to make any changes, improvements, or to incur any expense whatsoever for the maintenance or repair of the new facility. The City's occupancy of the new facility shall be the City's acceptance of the condition of the new facility. The County shall defend, indemnify and hold the City harmless from and against any liability to third parties for any claims, damages, demands, suits, and judgments, including reasonable attorney's fees arising from any latent structural or other design defect of the new facility that could not be readily ascertained by the City, nor disclosed by the County. 6. INDEMNITY AND HOLD HARMLESS The City agrees to indemnify and hold County harmless as provided herein to the maximum extent possible under law in connection with the use, maintenance, and operation of the portion of the new facility governed under this Agreement. Accordingly, the City agrees for itself, its successors, and assigns, to defend, indemnify, and hold harmless County, its appointed and elected officials, and employees from and against liability for all claims, demands, suits, and judgments, including costs of defense thereof for injury to persons, death, or property damage which is caused by, arises out of, or is incidental to City's exercise of rights and privileges granted by this Agreement, except to the extent of the County's sole negligence. The City's obligations under this section shall include: A. The duty to promptly accept tender of defense and provide defense to the County at the City's own expense; B. Indemnification of claims made by the City's own employees or agents; and C. Waiver of the City's immunity under the industrial insurance provisions of Title 51 R.C.W. but only to the extent necessary to indemnify County, which waiver has been mutually negotiated by the parties. Page 2 of 8 Attachment B In the event it is necessary for the County to incur attorney's fees, legal expenses or other costs to enforce the provisions of this section, all such fees, expenses and costs shall be recoverable from the City. In the event its determined that R.C.W. 4.24.115 applies to this Agreement, the City agrees to defend, hold harmless, and indemnify County to the maximum extent permitted thereunder, and specifically for its negligence concurrent with that of County to the full extent of the City's negligence. City agrees to defend, indemnify, and hold harmless the County for claims by City's employees and agrees to waiver of its immunity under Title 51 R.C.W., which waiver has been mutually negotiated by the parties. County agrees to indemnify and hold City harmless as provided herein to the maximum extent possible under law in connection with its use, maintenance, and operation of the portion of the new facility and exclusively within the control of the City. Accordingly, County agrees for itself, its successors, and assigns, to defend, indemnify, and hold harmless the City, its appointed and elected officials, and employees from and against liability from all claims, demands, suits, and judgments, including the costs of defense thereof, for injury to persons, death, or property damage which is caused by, arises out of, or is incidental to County's exercise of rights and privileges granted by this Agreement except to the extent of the City's sole negligence. County's obligation under this section shall include: A. The duty to promptly accept tender of defense and provide defense to the City at County's expense; B. Indemnification of claims made by County's own employees or agents; and C. Waiver of County's immunity under the industrial insurance provisions of Title 51 R.C.W. but only to the extent necessary to indemnify City, which waiver has been mutually negotiated by the parties. In the event it is necessary for the City to incur attorney's fees, legal expenses or other costs to enforce the provisions of this section, all such fees, expenses and costs shall be recoverable from County. In the event its determined that R.C.W. 4.24.115 applies to this Agreement, County agrees to defend, hold harmless, and indemnify City to the maximum extent permitted thereunder and specifically for its negligence concurrent with that of City to the full extent of County's negligence. 7. FIRE INSURANCE AND CASUALTY A. County and City will each cavy fire and extended coverage insurance on all improvements, structures, and buildings of the new facility in which they occupy or use through this Agreement. County will not carry insurance on City's personal property. City will not carry insurance on County's personal property. Page 3 of 8 Attachment B B. It is contemplated that certain personal property consisting of fixtures, furnishings, and equipment, to be housed and used on the new facility shall be provided for the joint use and enjoyment of the City and the County. The County shall provide fire and casualty insurance upon said personal property, jointly used and operated, to the full insurable value, and the premiums therefore shall be budgeted and shall constitute a cost of operations and maintenance for which the City shall pay a proportionate share as hereinafter provided. Each party shall, with respect to personal property solely used and operated by it, be totally subject to risk of loss thereof, and responsible for procuring, maintaining, and providing any and all insurance coverages thereon. In the event of the total or partial destruction of the building or structures of the new facility or subsequently constructed, not caused by, arising from, or in connection with the exercise of the City's rights and privileges granted by the Agreement, County shall have the obligation to reconstruct such new facility to its prior condition within one (1) year after its destruction, provided that such obligation shall be limited to the extent the costs of such reconstruction are covered by the insurance proceeds available to County or with the insurance proceeds that would have been available to County had they maintained the insurance. In the event of the total or partial destruction of the building or structures of the new facility or subsequently constructed, not caused by, arising from, or in connection with the exercise of the County's rights and privileges granted by the Agreement, City shall have the obligation to pay for reconstruction of such new facility to its prior condition within one (1) year after its destruction, provided that such obligation shall be limited to the extent the costs of such reconstruction are covered by the insurance proceeds available to City or with the insurance proceeds that would have been available to City had they maintained the insurance. 8. INSURANCE REQUIREMENTS By the date of execution of this Agreement, the City shall procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from, or in connection with exercise of the rights and privileges granted by this Agreement, by the City, their agents, representatives, employees / subcontractors. The cost of such insurance shall be paid by the City. For all coverages: Each insurance policy shall be written on an "Occurrence" form. A. MINIMUM LIMITS OF INSURANCE The City shall maintain limits for Commercial General Liability no less than $1,000,000 combined single limit per occurrence for bodily injury, personal injury, and property damage. The City shall maintain Fire Insurance and Casualty in full replacement cost value amounts for the new facility. B. DEDUCTIBLES AND SELF-INSURED RETENTIONS Any deductibles or self-insured retentions must be declared to and approved by County. The deductible and or self-insured retention of the policies shall not limit Page 4 of 8 Attachment B or apply to the City's liability to the County and shall be the sole responsibility of the City. C. OTHER INSURANCE PROVISIONS The insurance policies required in this Agreement are to contain or be endorsed to contain the following provisions: Commercial General Liability Policy: County, its officers, officials, employees, and agents are to be covered as additional insureds as respects to liability arising out of activities performed by or on behalf of the City in connection with this Lease. 2. To the extent of City's negligence, the City's insurance coverage shall be primary insurance as respects to the County, its officers, officials, employees, and agents. Any insurance and/or self-insurance maintained by the County, its officers, officials, employees, or agents shall not contribute with the City's insurance or benefit the City in any way. 3. The City's insurance shall apply separately to each insured against whom a claim is made and or lawsuit is brought, except with respect to the limits of the insurer's liability. All policies: Coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits, until forty-five (45) days prior written notice, return receipt requested, has been given to the County. D. ACCEPTABILITY OF INSURERS Participation by the City in a self-insured governmental risk pool shall constitute an acceptable insurer by County. E. VERIFICATION OF COVERAGE City shall furnish the County with certificate(s) of insurance and endorsement(s) required by this Agreement. The certificate(s) and endorsement(s) for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements for each insurance policy are to be on forms approved by the County and are to be received and approved by the County prior to the commencement of activities associated with the Agreement. The County reserves the right to require complete certified copies of all required insurance policies at any time. F. WAIVER OF SUBROGATION City and County hereby release and discharge each other from all claims, losses and liabilities arising from or caused by any hazard covered by property insurance on or in connection with the new facility or said building. This release shall apply Page 5 of 8 Attachment B only to the extent that such claim, loss or liability is covered by insurance in adequate limits to fully satisfy said claims, losses or liabilities. G. COUNTY'S PROPERTY INSURANCE County and City shall each purchase and maintain during the tern of the Agreement all-risk property insurance covering the portions of the building they occupy or use for full replacement value without any coinsurance provisions. 9. MUTUAL RELEASE AND WAIVER To the extent a loss is covered by insurance in force, County and the City hereby mutually release each other from liability and waive all right of recovery against each other for any loss from perils insured against under their respective fire insurance policies, including any extended coverage endorsements hereto; provided that this Agreement shall be inapplicable if it would have the effect of invalidating any insurance coverage of the County or the City or said insurance limits are inadequate to fully satisfy the loss. 10. SURRENDER OF NEW FACILITY At the expiration or earlier termination of this Agreement, City shall promptly surrender possession of the new facility to County and shall deliver to County all keys and badges that it may have to any and all parts of the new facility. 11. DEFAULT AND RE-ENTRY If any obligations provided herein, or any part thereof shall be and remain unpaid when the same shall become due, or if City shall violate or default on any of the material covenants and agreements herein contained, then County may cancel this Agreement upon giving the notice required by law and re-enter said new facility using force as may be required. Notwithstanding such re-entry by County, the liability of the City to pay its pro -rata obligation for construction of the new facility shall not be extinguished, and City covenants and agrees to make good to County any deficiency arising from a re-entry. The City shall pay such deficiency each month as the amount thereof is ascertained by County. Notwithstanding the default provisions above, County agrees not to exercise any of the remedies for default specified herein unless and until: (a) if the default consists of a violation to pay money, County has given City written notice of the default and City has failed to cure the default within ten (10) days of receipt of such notice; or (b) if the default consists of a violation of a covenant other than a covenant to pay money, holder has given City at least thirty (30) days notice of such default and City has failed to cure the default within such thirty (30) day period, provided no such notice must be given if the default was deliberate or immediate action is needed to protect persons or property from imminent harm, and provided further if the default is one that is capable of being cured, but cannot with due diligence be cured within thirty (30) days, such thirty (30) day period shall be deemed extended, to a maximum of ninety (90) days from the date of the original default, if City advised holder of its intention to cure within thirty (30) days of the original default notice and prosecutes the curing of the default with all due diligence. Page 6 of 8 Attachment B 12. ADVANCES BY COUNTY FOR CITY If City fails to pay any fees or perform any of its obligations under this Agreement, County will mail notice to City of its failure to pay or perform. Twenty (20) days after mailing notice, if City's obligation remains unpaid or unperformed, County may pay or perform these obligations at City's expense. Upon written notification to City of any costs incurred by County under this paragraph, City will reimburse County within twenty (20) days. 13. NON -WAIVER It is hereby agreed that no waiver of any condition or covenant in this Agreement or any breach thereof, shall be taken to constitute waiver of any subsequent breach. 14. SIGNS No sign, advertisement, notice, or other lettering will be exhibited, inscribed, painted, or affixed by City on any part of the outside of the new facility without the prior written consent of County. If City violates this provision, County may remove the sign without any liability and may charge the expense incurred by such removal to the City provided, however, County shall give City written notice of City's violation of this provision and City shall have forty-eight (48) hours after receiving said notice to comply with the terms of this provision. All signs erected or installed by City shall be subject to any federal, state, or local statutes, ordinances or regulations applicable to signs. County hereby reserves all naming rights to the new facility. 15. INSPECTION County reserves the right to inspect the new facility at any and all reasonable times throughout the term of this Agreement, provided that County shall not unduly interfere with City's operations. The right of inspection reserved to County hereunder shall impose no obligation on County to make inspections to ascertain the condition of the new facility, and shall impose no liability upon County for failure to make such inspections. 16. ASSIGNMENT The City shall not assign this Agreement, nor lease any portion of the new facility without the prior written consent of the Board of County Commissioners. Any assignment or lease shall be in compliance with RCW 36.34.180. 17. SEVERABILITY If any term or provision of this Agreement or the application of any term or provision to any person or circumstance is invalid or unenforceable, the remainder of this Agreement, or the application of the term or provisions to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be effected and remain in full force and effect. Page 7 of 8 City of Pa County: END OF GENERAL TERMS AND CONDITIONS Page 8 of 8 Attachment B Ul -360