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HomeMy WebLinkAboutPort of Pasco Rd 36 Soccer Big Cross Lease 06.01.172 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 LEASE THIS LEASE (Lease) is made this 1st day of June, 2017 and is between the PORT OF PASCO ("Lessor") and CITY OF PASCO ("Lessee"). RECITALS: This Lease shall fully replace any and all terms of any prior lease between these parties for all or any portion of the property described below, and upon execution of this Lease, any prior lease for all or any portion of the below described property, shall terminate on the commencement of the Lease Term. Subject to the covenants, terms, conditions and agreements contained in this Lease, Lessor desires to lease to Lessee and Lessee desires to lease from Lessor, the following described real property, situated in Franklin County, Washington, ("the Property"): EXHIBIT 1a SOCCER FIELD LEASE AREA LEGAL DESCRIPTION (PORT OF PASCO TAX PARCELS 117-322-031 & 117-322-040) A parcel of land lying in a portion of the Southeast quarter of Section 14, Township 9 North, Range 29 East, Willamette Meridian, City of Pasco, Franklin County, Washington, described as follows; The West -half of the Southeast quarter of the Southeast quarter of the Southeast quarter of said Section 14, said parcel also known as the Port of Pasco parcel as described in Statutory Warranty Deed recorded under Auditors File No. 375622, Records of Franklin County, Washington. EXCEPT roads. Containing 4.93 acres, more or less. TOGETHER WITH a parcel of land lying in a portion of the Southeast quarter of Section 14, Township 9 North, Range 29 East, Willamette Meridian, City of Pasco, Franklin County, Washington, described as follows; The East -half of the Southeast quarter of the Southeast quarter of the Southeast quarter of said Section 14, said parcel also known as the Port of Pasco parcel as described in Statutory Warranty Deed recorded under Auditors File No. 373780, Records of Franklin County, Washington. EXCEPT roads. Containing 4.49 acres, more or less. 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 EXHIBIT 1b CROSS COUNTRY TRACK LEASE AREA LEGAL DESCRIPTION (PORT OF PASCO TAX PARCEL 117-301-018) A parcel of land lying in a portion of the Southeast quarter of Section 14, Township 9 North, Range 29 East, Willamette Meridian, City of Pasco, Franklin County, Washington, lying Northerly of the Franklin County Irrigation District No. 1 Canal described as follows; Beginning at the Northeast corner of the Southeast quarter of said Section 14, (from which the Southeast corner of said Section 14 bears South 00049'38" West, 2681.18 feet); Thence South 00049'38" West along the East line of the Southeast quarter of said Section 14 for a distance of 608.16 feet; Thence leaving the East line of the Southeast quarter of said Section 14, North 89030'55" West, 30.00 feet to the TRUE POINT OF BEGINNING of the lease parcel to be described, said point also being on the Westerly right-of-way line of Road 36 at a point 30.00 feet Westerly of the center line thereof, when measured at right angles; Thence leaving the Westerly right-of-way line of said Road 36 and continuing North 89°30'55" West, 225.00 feet; Thence North 00049'38" East, 115.69 feet; Thence North 89030'55" West, 280.00 feet; Thence South 00049'38" West, 263.85 feet; Thence Southwesterly, along the arc of a 200.00 -foot radius, non -tangent curve to the right (the radius of which bears North 89010'22" West) through a central angle of 14°31'49" for an arc distance of 50.72 feet, the long chord of which bears South 08005'32" West, 50.58 feet; Thence North 60055'12" West, 312.10 feet; Thence Southwesterly, along the arc of a 430.00 -foot radius, non -tangent curve to the right (the radius of which bears North 60°55'13" West) through a central angle of 35°24'18" for an arc distance of 265.71 feet, the long chord of which bears South 46046'56" West, 261.50 feet; Thence South 64029'05" West, 213.92 feet; Thence Southwesterly, along the arc of a 1035.00 -foot radius, tangent curve to the right (the radius of which bears North 25°30'55" West) through a central angle of 26°00'00" for an arc distance of 469.67 feet, the long chord of which bears South 77029'05" West, 465.65 feet; Thence North 89030'55" West, 517.04 feet; Thence South 01°10'30" West, 63.79 feet; 0 IC 12 13 14 15 16 17 18 19 20 21 22 23 24 Thence North 89030'55" West, 480.00 feet to the Easterly right-of-way line of Road 44, said point being 30.00 feet Easterly of the center line thereof, when measured at right angles; Thence South 01°10'30" West along the Easterly right-of-way line of said Road 44 for a distance of 1041.81 feet to the Northerly right-of-way line of the Franklin County Irrigation District No. 1 Canal, said point being 20.00 feet Northerly of the center line thereof when measured at right angles; Thence leaving the Easterly right-of-way line of said Road 44 and following along the Northerly right-of-way line of said Franklin County Irrigation District No. 1 Canal the following courses; Thence South 86035'30" East, 171.34 feet; Thence North 71035'30" East, 129.93 feet; Thence North 53035'30" East, 125.45 feet; Thence North 81032'30" East, 143.71 feet; Thence North 54001'30" East, 109.70 feet; Thence North 69057'30" East, 121.55 feet; Thence North 89000'00" East, 53.99 feet; Thence South 66031'15" East, 313.05 feet; Thence South 79034'55" East, 98.99 feet; Thence North 82024'05" East, 132.82 feet; Thence North 15007'50" East, 12.27 feet to the Southwest corner of the Franklin County Irrigation District No. 1 parcel; Thence leaving the Northerly right-of-way line of said Franklin County Irrigation District No. 1 Canal, North 01 °00'03" East, 503.54 feet to the Northwest corner of said Franklin County Irrigation District No. 1 parcel; Thence South 89027'43" East, 1309.42 feet to the Northeast corner of said Franklin County Irrigation District No. 1 parcel, said point also being on the Westerly right-of- way line of said Road 36 at a point 30.00 feet Westerly of the center line thereof; Thence leaving the Northerly boundary of said Franklin County Irrigation District No 1 parcel, North 00049'38" East along the Westerly right-of-way line of said Road 36 for a distance of 899.97 feet to the TRUE POINT OF BEGINNING and the end of this lease parcel description. Said parcel also known as the Port of Pasco parcel as described in Statutory Warranty Deed recorded under Auditors File No. 333135 and Auditors File No. 375093, Records of Franklin County, Washington. Containing 53.01 acres, more or less. (Total of 62.43 acres, more or less.) 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 I8 19 20 21 22 23 24 TOGETHER WITH AND SUBJECT TO covenants, easement, and restrictions apparent or of record TOGETHER WITH AND SUBJECT TO covenants, easement, and restrictions apparent or of record. The phrase "the Property" shall include in addition to the above described real property all improvements now or hereafter located thereon. Therefore, the parties agree as follows: 1. LEASE TERM. The lease term ("Lease Term") is for a ten (10) year period commencing June 1, 2017, and terminating May 31, 2027. Notwithstanding any other provision herein to the contrary, at any time during the term of this Lease, Lessor may terminate this lease prior to the termination dates described in Section 1, by giving Lessee written notice of Lessor's intent to terminate the lease thirty (30) days or more prior to the termination date ("Early Termination"). In the event of Early Termination as described above, Lessor shall have no obligation to reimburse Lessee for the cost of Improvements made by Lessee to the Property that are of benefit to the Lessor or the Lessee. 2. RENT. The rent ("Rent") for the Property for each year shall be paid by check or immediately available funds in the amount of THREE HUNDRED and 00/100 Dollars ($300.00) on or before May 151h of each year. No bond to secure performance shall be required. 3. USE OF THE PROPERTY. The Property shall be used by Lessee for the following recreational activities (soccer, cross-country track, disc golf course), and for no other purpose without the express written consent of the Lessor. Lessee covenants and agrees to operate and maintain the Property in a good condition consistent with the uses of the Property. Lessee assumes all normal and customary risks associated with Lessee's use of the Property. Lessee shall furnish, at Lessee's sole expense, all labor, machinery, equipment, supplies, and everything else reasonably necessary and proper to maintain the Property. 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 4. RETURN OF THE PROPERTY. Lessee will need to make and maintain improvements to the Property to enable Lessee to operate the Property. The Property shall be returned to Lessor in its modified, improved condition. 5. CONDITION OF THE PROPERTY. Lessee herewith certifies and agrees that Lessee has personally inspected the Property and that the Property is tenantable and suitable for the uses and purposes of Lessee. IT IS UNDERSTOOD BY LESSEE THAT LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE PROPERTY, ITS BOUNDARIES, ITS CONDITION, OR ITS SUITABILITY FOR THE USES AND PURPOSES OF LESSEE. LESSEE HEREBY WAIVES AND RELEASES LESSOR FROM ALL WARRANTIES AND LIABILITIES AND ALL CLAIMS, DAMAGES AND REMEDIES OF LESSEE WITH RESPECT TO ANY LACK OF SUITABILITY OR DEFECT IN THE PROPERTY, INCLUDING ANY LOSS OF REVENUE OR PROFITS OR ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. LESSEE TAKES THE PROPERTY AND EXECUTES THIS LEASE SUBJECT TO ALL RIGHTS OF FRANKLIN COUNTY IRRIGATION DISTRICT, WEED DISTRICT, DEPARTMENT OF ECOLOGY AND ALL OTHER FEDERAL, STATE AND COUNTY LAWS, RULES, REGULATIONS, ORDERS AND ORDINANCES. IN THAT REGARD, LESSEE LEASES THE PROPERTY "AS IS, WHERE IS". 6. WASTE. Lessee shall not commit or permit spoil or waste on any of the Property and shall surrender peaceful possession thereof to Lessor at the termination of this Lease in a clean and neat condition, free and clear of all refuse and debris. 7. TERMINATION FOR GOVERNMENT USE. In the event that the United States Government or any governmental authority or any agency or instrumentality thereof shall, by condemnation or otherwise, take title, possession or the right to possession of the Property or any part thereof, either party to this agreement may, at its option, terminate this Lease as of the date of such taking, and, if the Lessor shall choose to terminate this agreement and the Lessee is not in default under any of the 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 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. The provisions relating to Early Termination shall not apply to a Termination for Government Use. 8. WATER AND ELECTRICITY. Lessee agrees to make timely payment for water and electrical costs for the irrigation on the Property during the term of this Lease. 9. 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 either party 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. The provisions relating to Early Termination shall not apply to a Termination Because of Court Decree. 10. EASEMENT/RIGHT OF WAY. Lessee acknowledges that there is a right of way easement across the Property. Lessee will not impede use of the Right of Way by Franklin County Irrigation District. 11. INDEMNITY AND INSURANCE. Lessee shall defend, indemnify and hold Lessor harmless from all claims, liability and damages arising out of or in connection with the negligent possession, use, occupation or operation of the Property by Lessee or Lessee's agent, employees, independent contractors, subtenants, successors, assigns, invitees, licensees, or any third persons lawfully on the Property and shall procure and keep in full force during the Lease Term a program of self- 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 insurance, in amounts reasonably adequate to defend, indemnify, replace, repair and protect Lessor, Lessor's Property or any third person or persons and/or property arising out of or in connection with the possession, use, occupation and operation of the Property. The aforementioned self -insurance program shall have limits of liability coverage of not less than Two Million Dollars ($2,000,000.00) per person, Two Million Dollars ($2,000,000.00) aggregate. 12. OPERATING EXPENSES. Lessee shall defend, indemnify and hold Lessor harmless from all expenses incurred in any way in the use and operation of the Property and performance of Lessee's covenants herein, and shall pay or provide for all such expenses whether incurred by Lessee, Lessee's agents, employees, subtenants, or independent contractors, or by third persons. Lessee shall be responsible for day to day maintenance of the irrigation system on the Property during the term of this lease. Lessee shall surrender the Property in good working order at the termination of this lease, normal wear and tear excepted. 13. IMPROVEMENTS. Lessee may, at Lessee's sole cost and expense, make such additions and improvements to the Property as are deemed necessary to properly operate the Property. The nature of the additions or improvements made shall be at the sole discretion of Lessee but shall, unless removable or changeable without substantial damage to the Property, become the property of Lessor at the termination of this Lease. 14. CHEMICALS. Lessee covenants and agrees that Lessee shall not during the Lease Term, use any chemicals, pesticides or fertilizers on the Property, where such use is prohibited by any product label or governmental authority; or, if such use is not prohibited but is restricted in any manner, Lessee shall not violate any use restriction. Lessee further covenants and agrees that Lessee shall not apply any chemical or pesticide to the ground (1) which has a residual effect of any nature 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 beyond the Lease Term, or (2) which by their nature or their method of application (e.g. chemigation) may endanger any permanent plantings (e.g. windbreaks, ornamentals), on or near the Property. Lessee shall be solely responsible for any claims, liabilities and damages caused to Lessor or any third party by a breach of the covenants contained in this paragraph and shall defend, indemnify and hold Lessor completely harmless therefrom. This covenant shall survive any subsequent termination or cancellation of this Lease and remain fully enforceable. 15. ENVIRONMENTAL MATTERS. Lessee shall, at all times, comply with all Federal, State and local environmental laws and regulations applicable to the Property and the farming operations conducted thereon. Lessee shall not cause or permit "Hazardous Substances", normal strength approved farm chemicals excepted, to be used on the Property, or any solid or toxic waste, or its containers, to be generated, manufactured, refined, treated, disposed, buried, or processed on the Property. Lessee shall not cause or permit any release of any hazardous substance, including petroleum products, on the Property. Lessee agrees to indemnify, defend and hold Lessor harmless in regard to the representations and warranties contained in this Section of this Lease. For purposes of this Lease, "Hazardous Substances" shall mean: (a) any toxic or hazardous wastes, materials, pollutants or substances, including petroleum products and by-products, flammable explosives, radioactive materials, asbestos, polychlorinated byphenyls, pesticides, herbicides, pesticide or herbicide containers, untreated sewage, industrial process sludge; normal strength approved farm chemicals excepted, (b) any substances defined as "Hazardous Substances" or "toxic substances" or similarly identified in or pursuant to CERCLA; (c) "hazardous materials" as identified in or pursuant to the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et sea., as amended; (d) any chemical substance or mixture regulated under the Toxic Substance Control Act of 1976, 15 U.S.C. § 2601 et sea., as amended; 2 3 4 5 6 7 s 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 (e) any "toxic pollutant" under the Clean Water Act, 33 U.S.C. § 466 et sea., as amended, any hazardous air pollutant under the Clean Air Act, 42 U.S.C. § 7401 et sea., as amended; or (f) any toxic or hazardous wastes, materials, pollutants or substances regulated under any other Applicable Law including any so-called "Super Fund" or "Super Lien" legislation, now existing, pertaining to hazardous materials, pollutants or wastes. This Section 15 of this Lease, including all Subsections thereof, shall survive this Lease and shall remain fully enforceable after termination. 16. DISCLAIMER REGARDING WATER Notwithstanding the foregoing provisions in any section or paragraph of this Lease respecting irrigation, Lessor makes no guarantees or warranties as to water quality or Lessee's ability to get any quantity of water for any purposes and Lessee assumes all risks of water quality and quantity. 17. INSPECTION. Lessee agrees to permit Lessor, and Lessor's agents, free and unlimited access to the Property at all reasonable times for the purpose of inspection of the Property under the control of Lessee. 18. REPAIRS BY LESSOR. Neither Lessor nor Lessor's successors or assigns shall be held to any covenant respecting the condition of the Property or improvements thereon, nor to any agreement for alterations, improvements or repairs unless said agreement is in writing and either contained in this Lease or attached to and made a part of this Lease. 19. NONDISCRIMINATION AND FAIR EMPLOYMENT PRACTICES: The parties to this agreement 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. 20. WEEDS AND TRASH. Lessee shall maintain compliance with City of Pasco code requirements regarding weed nuisances with respect to the Property 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 1s 19 20 21 22 23 24 during the term of this Lease. Lessee shall further keep the Property free of trash and garbage. 21. LESSEE'S DEFAULT. Lessee shall be in default of this Lease if Lessee (a) fails to timely observe or perform any term, covenant, condition herein set forth; (b) becomes or is declared insolvent, or files any debtor's petition, or any petition is filed against Lessee under any bankruptcy, municipal reorganization or similar act; or (c) assigns, transfers or sublets the Property, or any portion thereof, or assigns or transfers this Lease, or any interest therein, in any manner other than as permitted by the terms of this Lease. As a precondition to pursuing any remedy for alleged default by Lessee, Lessor shall give written notice of the default to the Lessee. Each notice of default shall specify the alleged event of default. If the alleged default is nonpayment of rent or other sums to be paid by Lessee as provided in this Lease, the Lessee shall have fifteen (15) days after notice is given to cure the default. For the cure of any other default, the Lessee shall promptly and diligently after the notice is received begin curing the default and shall have thirty (30) days after notice is given, to complete the cure, plus any additional period that is reasonably required for the curing of the default. 22. LESSOR'S REMEDIES. In the event Lessee is in default of this Lease, Lessor may, at Lessor's election, exercise the following remedies: (a) Suit for Delinquencies. Lessor may institute suit for any sums then due and payable under this Lease as of the date of the judgment and any sums which have been advanced by Lessor pursuant to the provisions of this Lease, together with interest on all of said sums at the rate or rates specified in this Lease from the date each such amount was advanced or due, as the case may be, to and including the date of collection; (b) Forfeiture and Repossession. Lessor may cancel and render void all rights, titles, and interests of Lessee and Lessee's assigns and successors in this Lease and in the Property (including all of Lessee's then existing rights, interest and estates therein and improvements thereon). Upon forfeiture of this Lease, Lessor may retain all payments made hereunder by Lessee and may take immediate possession of the Property and Summarily eject Lessee and any persons having possession of the Property and may recover from Lessee or such person or persons in such proceedings, the fair rental value of the Property for 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 the use thereof from and after the date of forfeiture up to the earliest of either the expiration of the Lease term or the date the property is re-leased, plus costs, including Lessor's reasonable attorney's fees; (c) Specific Performance. Lessor may institute suit to specifically enforce any of Lessee's covenants hereunder, and the same may include redress by mandatory or prohibitive injunction; (d) Abandonment. Should Lessee abandon the Property while in default, Lessor may take immediate possession of the Property for the purpose of protecting and preserving the Property and may mitigate damages by renting or operating the Property during the period of enforcement of Lessor's rights under this Lease without prejudicing Lessor's remedies under this Lease or which may be given by law or in equity. All the foregoing remedies are cumulative and are not mutually exclusive and may be exercised in conjunction with each other to the extent permitted by law or in equity and shall be in addition to other rights or remedies granted by law or in equity for breach of this Lease. 23. NOTICE. Any notice, declaration, demand or communication to be given by a party to this Lease to the other shall be in writing and transmitted to the other party by certified U.S. Mail, return receipt requested, postage fully prepaid, addressed as follows: To Lessor: Port of Pasco Tri Cities Airport 3601 N. 20"' Avenue Pasco, WA 99301 To Lessee: City of Pasco 525 N. 31dAvenue Pasco, WA 99301 The mailing and certifying of any such notice as herein provided shall be sufficient service thereof. All notices complying with this paragraph shall be deemed effective two (2) business days following the deposit thereof in the U.S. Mail, irrespective of the date of actual receipt of such notice by the addressee. Either party may, by notice, change such address for notice. 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 24. PEACEFULLY HOLD. Lessor hereby covenants that upon Lessee paying the Rent hereby reserved and observing and performing the covenants herein contained, Lessee shall peacefully hold and enjoy the Property during the Lease Term. 25. ASSIGNMENT. Lessee shall not convey, transfer or assign this Lease, but may enter into any sublease of any portion of the Property without first obtaining the written consent of Lessor. If any portion of the Property is subleased, the Lessee herein shall remain responsible for all the terms and conditions of this Lease herein, and shall not permit the Property to be encumbered in any way by the sublessee. 26. ATTORNEY'S FEES. If either party shall be in default under this Lease, the non -defaulting party shall have the right, at the defaulting party's expense, to retain an attorney to make any demand, enforce any remedy, or otherwise protect or enforce such party's rights under this Lease. The defaulting party hereby covenants and agrees to pay all costs and expenses so incurred by the non -defaulting party, including but without limitation, arbitration and court costs, notice expenses, and reasonable attorneys' fees (with or without arbitration or litigation), and the failure of the defaulting party to promptly pay the same shall cause a failure of cure of the specified default and shall in itself constitute a further and additional default of this Lease. In the event either party hereto institutes any action (including arbitration) to enforce the provisions of this Lease or for any cause arising out of this Lease, the prevailing party in such action shall be entitled to reimbursement from the losing party for all of its court costs and reasonable attorney's fees and fees or costs normally charged or advanced by such attorneys for items such as reports, photocopies, telephone tolls, mileage, travel, boarding, expert fees, accounting fees or other advanced costs and fees, including such costs and fees that are incurred on appeal and in the enforcement of any judgment. In the event it is necessary for either party to employ counsel or incur expense, in or out of court in any bankruptcy or reorganization proceedings, to enforce, establish or protect such party's rights hereunder, such party who prevails therein or so protects or establishes such party's rights hereunder shall be entitled to 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 recover all reasonable attorneys' fees and expenses so incurred. All payments and reimbursements required by this paragraph shall be due and payable on demand, and may be offset against any sums owed to the party so liable in order of maturity, and shall bear interest at the rate of twelve percent (12%) per annum from the date of demand to and including the date of collection or the due date of any sum against which the same is offset, as the case may be. 27. NON -WAIVER. Any extension of time in payments or acceptance or party thereof or failure of Lessor to promptly enforce any breach of this Lease shall not be construed as a waiver on the part of the Lessor of the strict performance of all of the terms, covenants, agreements or conditions herein, and shall not prejudice any of Lessor's rights or remedies. 28. TIME OF ESSENCE. Time is specifically declared to be of the essence of this Lease and of the payment of all sums and the performance of all acts required to be done and performed by the parties hereto. 29. PARAGRAPH HEADINGS. The capitalized and underscored word or words appearing at the commencement of paragraphs and subparagraphs of this Lease are included only as a guide to the contents thereof and are not to be considered as controlling, enlarging or restricting the language or meaning of those paragraphs or subparagraphs. 30. SEVERABILITY. In the event any portion of this Lease should be held to be invalid by any court of competent jurisdiction, such holding shall not affect the remaining provisions hereof. 31. LEGAL RELATIONSHIP. The Lessor and Lessee named in this Lease execute the same solely as a landlord and a tenant. No partnership, joint venture or joint undertaking shall be construed from these presents, and except as herein specifically provided, neither party shall have the right to make any representations for, act on behalf of, or be liable for the debts of the other. Unless otherwise specifically provided herein, no third party is intended to be benefited by this Lease. 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 32. APPLICABLE LAW/CONSTRUCTION/ VENUE/ PAYMENT MEDIUM. This Lease shall be governed and interpreted in accordance with the laws of the State of Washington. In the event this Lease is in conflict with the provisions of any law or statutes governing the subject matter hereof, such law or statute, only to the extent of such conflict, shall be controlling. The venue of any action brought to interpret or enforce any provision of this Lease shall be laid in Franklin County, Washington. All sums herein referred to shall be calculated by and payable in the lawful currency of the United States. 33. ENTIRE AGREEMENT. This Lease is the result of negotiations by and between Lessor and Lessee. The negotiations that preceded this Lease at times considered arrangements that may have been at variance with the provisions of this Lease. All the preceding and contemporaneous oral and written statements, understandings, representations, warranties and promises, whether consistent or inconsistent herewith, are agreed to be of no force or effect for any purpose whatsoever unless expressly or explicitly stated in this Lease. This Lease, together with all attachments, schedules and specific references represents the complete and final agreement of Lessor and Lessee and is intended as the complete and exclusive statement of their intent, and it supersedes all prior and contemporaneous consistent and inconsistent statements, representations, warranties, understandings, negotiations and agreements, and it may not be supplemented or modified by evidence, either oral or written, of any such matters or by course of dealing, but only upon the written agreement of Lessor and Lessee. 34. SUCCESSORS. This Lease is and shall be binding upon the successors and assigns of the parties to the same extent that the parties are bound. 35. COOPERATION. Lessor and Lessee agree to cooperate fully in all matters related to or arising out of this Lease. 36. AMENDMENT OR MODIFICATION. Any amendment or modification of this Lease must be in writing and signed and dated by Lessor and Lessee. 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 37. NONDISCRIMINATION FAA REQUIREMENTS. The Lessee agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision obligates the Lessee or its transferee for the period during which Federal assistance is extended to the airport through the Airport Improvement Program. In cases where Federal assistance provides, or is in the form of personal property; real property or interest therein; structures or improvements thereon, this provision obligates the party or any transferee for the longer of the following periods: (a) The period during which the property is used by the airport sponsor or any transferee for a purpose for which Federal assistance is extended , or for another purpose involving the provision of similar services or benefits; or (b) The period during which the airport sponsor or any transferee retains ownership or possession of the property. A. The Lessee for himself/herself, his/her heirs, personal representatives, successors in interest and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that: (1) In the event facilities are constructed, maintained, or otherwise operated on the property described in this Lease for the purpose for which a Federal Aviation Administration activity, facility or program is extended or for another purpose involving the provision of similar services or benefits, the Lessee will maintain and operate such facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the Pertinent List of Nondiscrimination Authorities (as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. B. With respect to this Lease, in the event of breach of any of the above Nondiscrimination covenants, the Port of Pasco, Tri -Cities Airport, will have the right to terminate the Lease and to enter, re-enter and repossess said lands and 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 facilities thereon, and hold the same as if the Lease had never been made or issued. 38. FAIR LABOR STANDARDS ACT. All contracts and subcontracts that result from this Lease should incorporate by reference the provisions of 29 CFR part 201, the Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and part time workers. The Lessee has full responsibility to monitor compliance to the referenced statute or regulation. The Lessee must address any claims or disputes that arise from this requirement directly with the U. S. Department of Labor — Wage and Hour Division. 39. FAA SAFETY STANDARDS. All contracts and subcontracts that result from this Lease incorporate by reference the requirements of 29 CFR Part 1910 with the same force and effect as given in full text. Lessee must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee. The Lessee retains full responsibility to monitor its compliance and their contractor's compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 1910). Lessee must address any claims or disputes that pertain to a referenced requirement directly with the U. S. Department of Labor — Occupational Safety and Health Administration. 40. 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 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. 41. COMPLIANCE WITH PORT REGULATIONS AND WITH ALL LAWS 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 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 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. 42. GRANT OF AVIATION EASEMENT. The Port hereby reserves to the Port, its successors and assigns, and to all persons lawfully using the Tri -Cities Airport, the right and easement to use the air space above the Premises in accordance with the rules and regulations regulating take off, landing and traffic patterns established and promulgated by the Port without liability for any necessary, convenient or operationally incidental effects thereof whatever as the same may presently or in the future exist, together with the right to Port, its successors and assigns, and to all persons lawfully using said air terminal, to cause in such air space adjacent to and above the surface of the Premises, such noise, vibration, fumes, dust and fuel particles that may be caused by the operation of aircraft landing at, taking off from, or operating at, from or on, said Tri -Cities Airport. Lessee further grants, covenants and undertakes that upon said Premises (a) no use shall be permitted that causes a discharge into the air of fumes, dust or smoke which will obstruct visibility or adversely affect the operation of aircraft or cause any interference with navigational facilities necessary to airport operations and (b) no development or construction shall be permitted above the height limitations provided by the Franklin County Zoning Ordinance and the rules of the Federal Aviation Administration. Lessee further acknowledges that the easements herein reserved contemplate and include all existing and future Tri -Cities Airport operations in that the rights, obligations, and covenants herein set forth shall not terminate or vary in the event of changes in the flight volume or noise, traffic patterns, runway lengths or locations, terminal location, or aircraft characteristics at the Tri -Cities Airport. 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 Lessee does hereby fully waive, relinquish and release any and all right or cause or action which it may now have or which it has in the future against Port, its successors and assigns, and to all persons lawfully using the Tri -Cities Airport, due to noise, vibrations, fumes, dust and fuel particles that may be caused or may have been caused by the lawful operation of aircraft landing at, or taking off from or operating at, from or on said Tri -Cities Airport 43. 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 WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above written. LESSOR: PORT OF PASCO By: Randy Ha en, Ex cu ive Director LESSEE: CITY OF PASCO By: Dave Zabell, City gager 4 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 STATE OF WASHINGTON) ) ss. County of Franklin ) On this b'l " day of l.'�"�",`,�2017, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared DAVE ZABELL the City Manager for the City of Pasco, a Washington municipal corporation and the entity that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said entity, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument. Witness my hand and official seal hereto affixed the day and year first above written. TONI L. ZUNKER NOTARY PUBLIC STATE OF WASHINGTON COMMISSION EXPIRES MARCH 3, 2020 Printed Name: Y.� 4e4L— Notary Public in for the State of Washin on, residing I at My commission expires: a 12 13 14 15 16 17 18 19 20 21 22 23 24 STATE OF WASHINGTON) ) ss. County of Franklin ) On this day of /Y�a-LJ 2017, before me, the undersigned, a 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 PORT OF PASCO, the corporation that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument. written. Witness my hand and official seal hereto affixed the day and year first above Printed Name: z; da Notary Public in and for the MJO i0.�i State f Washington residing SO :cb * y My dommission expires: ;59 7v/ EXHIBIT la SOCCER FIELD LEASE AREA LEGAL DESCRIPTION (PORT OF PASCO TAX PARCELS 117-322-031 & 117-322-040) A parcel of land lying in a portion of the Southeast quarter of Section 14, Township 9 North, Range 29 East, Willamette Meridian, City of Pasco, Franklin County, Washington, described as follows; The West -half of the Southeast quarter of the Southeast quarter of the Southeast quarter of said Section 14, said parcel also known as the Port of Pasco parcel as described in Statutory Warranty Deed recorded under Auditors File No. 375622, Records of Franklin County, Washington. EXCEPT roads. Containing 4.93 acres, more or less. TOGETHER WITH a parcel of land lying in a portion of the Southeast quarter of Section 14, Township 9 North, Range 29 East, Willamette Meridian, City of Pasco, Franklin County, Washington, described as follows; The East -half of the Southeast quarter of the Southeast quarter of the Southeast quarter of said Section 14, said parcel also known as the Port of Pasco parcel as described in Statutory Warranty Deed recorded under Auditors File No. 373780, Records of Franklin County, Washington. EXCEPT roads. Containing 4.49 acres, more or less. TOGETHER WITH AND SUBJECT TO covenants, easement, and restrictions apparent or of record. Prepared by: J -U -B ENGINEERS, Inc. John J. Shea, P.L.S. 05-02-Z.o17 NOT TO SCALE N'— N T 0 0 =n > � m n ` n� il� a i ymgm J X m , I N�zw , �— Mr.� i I inn 'n n'i V m .1 yUm,P ill �O v m nn 3v o /y r ~ ?QZi DAwm �9 oN Z in r p EXHIBIT lb CROSS COUNTRY TRACK LEASE AREA LEGAL DESCRIPTION (PORT OF PASCO TAX PARCEL 117-301-018) A parcel of land lying in a portion of the Southeast quarter of Section 14, Township 9 North, Range 29 East, Willamette Meridian, City of Pasco, Franklin County, Washington, lying Northerly of the Franklin County Irrigation District No. 1 Canal described as follows; Beginning at the Northeast corner of the Southeast quarter of said Section 14, (from which the Southeast corner of said Section 14 bears South 00°49'38" West, 2681.18 feet); Thence South 00°49'38" West along the East line of the Southeast quarter of said Section 14 for a distance of 608.16 feet; Thence leaving the East line of the Southeast quarter of said Section 14, North 89°30'55" West, 30.00 feet to the TRUE POINT OF BEGINNING of the lease parcel to be described, said point also being on the Westerly right-of-way line of Road 36 at a point 30.00 feet Westerly of the center line thereof, when measured at right angles; Thence leaving the Westerly right-of-way line of said Road 36 and continuing North 89030'55" West, 225.00 feet; Thence North 00°49'38" East, 115.69 feet; Thence North 89130'55" West, 280.00 feet; Thence South 0049'38" West, 263.85 feet; Thence Southwesterly, along the are of a 200.00 -Foot radius, non -tangent curve to the right (the radius of which bears North 89°10'22" West) through a central angle of 14°31'49" for an arc distance of 50.72 feet, the long chord of which bears South 08005'32" West, 50.58 feet; Thence North 60'55'12" West, 312.10 feet; Thence Southwesterly, along the arc of a 430.00 -foot radius, non -tangent curve to the right (the radius of which bears North 60'55'13" West) through a central angle of 35'24'18" for an arc distance of 265.71 feet, the long chord of which bears South 46046156" West, 261.50 feet; Thence South 64029'05" West, 213.92 feet; Thence Southwesterly, along the arc of a 1035.00 -foot radius, tangent curve to the right (the radius of which bears North 25°30'55" West) through a central angle of 26100'00" for an arc distance of 469.67 feet, the long chord of which bears South 77°29'05" West, 465.65 feet; Thence North 89°30'55" West, 517.04 feet; Thence South 01°10'30" West, 63.79 feet; Thence North 89°30'55" West, 480.00 feet to the Easterly right-of-way line of Road 44, said point being 30.00 feet Easterly of the center line thereof, when measured at right angles; Thence South 01'10'30" West along the Easterly right-of-way line of said Road 44 for a distance of 1041.81 feet to the Northerly right-of-way line of the Franklin County Irrigation District No. l Canal, said point being 20.00 feet Northerly of the center line thereof when measured at right angles; Thence leaving the Easterly right-of-way line of said Road 44 and following along the Northerly right-of-way line of said Franklin County Irrigation District No. I Canal the following courses; Thence South 86°35'30" East, 171.34 feet; Thence North 71°35'30" East, 129.93 feet; Thence North 53°35'30" East, 125.45 feet; Thence North 81°32'30" East, 143.71 feet; Thence North 54°01'30" East, 109.70 feet; Thence North 69°57'30" East, 121.55 feet; Thence North 89°00'00" East, 53.99 feet; Thence South 66°31' 15" East, 313.05 feet; Thence South 79°34'55" East, 98.99 feet; Thence North 82°24'05" East, 132.82 feet; Thence North 15°07'50" East, 12.27 feet to the Southwest comer of the Franklin County Irrigation District No. 1 parcel; Thence leaving the Northerly right-of-way line of said Franklin County Irrigation District No. 1 Canal, North 01'00'03" East, 503.54 feet to the Northwest corner of said Franklin County Irrigation District No. l parcel; Thence South 89°27'43" East, 1309.42 feet to the Northeast corner of said Franklin County Irrigation District No. 1 parcel, said point also being on the Westerly right-of-way line of said Road 36 at a point 30.00 feet Westerly of the center line thereof, Thence leaving the Northerly boundary of said Franklin County Irrigation District No. I parcel, North 00°49'38" East along the Westerly right-of-way line of said Road 36 for a distance of 899.97 feet to the TRUE POINT OF BEGINNING and the end of this lease parcel description. Said parcel also known as the Port of Pasco parcel as described in Statutory Warranty Deed recorded under Auditors File No. 333135 and Auditors File No. 375093, Records of Franklin County, Washington. Containing 53.01 acres, more or less. TOGETHER WITH AND SUBJECT TO covenants, easement, and restrictions apparent or of record Prepared by: J -U -B ENGINEERS, Inc. John J. Shea, P.L.S. e S • OZ - 7-ni7 N v+ NOT TO SCALE m M � za• t0U.81' ryIS 0 � lz X 0 I m � um ' G 3 R E24 1 %wae 1 Z � to /laQfp.w` 3 of JJ � �1 1�yp w /v=n R Ili r J i cr Is 0 N01°00'03°E ' 503.50 N mm �� vo4 u�m N ♦/ l - I m La z n m Q S00`48'3M 253.85' Z lo m L--- -$ SOD°48'3B•W —14 500°4938'W 2887.1 B• Y S�R Yn$ JU m m 2