HomeMy WebLinkAboutDowntown Pasco Development Authority (DPDA) Lease Agreement 05.17.21LEASE AGREEMENT
THIS LEASE AGREEMENT is made and entered into this 171h day of May, 2021, by
and between the City of Pasco, Washington, a Municipal Corporation, hereinafter referred to as
City", and the Downtown Pasco Development Authority, a non-profit Washington Corporation,
hereinafter referred to as "DPDA."
IN CONSIDERATION of the mutual covenants contained herein and other valuable
consideration, it is agreed as follows:
1. Premises. 1. City does hereby lease to DPDA, upon the following terms and
conditions, the downtown area known as "Peanuts Park", a public plaza on the
south side of Lewis Street (a diagram of said plaza being attached hereto and
marked Exhibit "A" and made a part hereof) for a Pasco Farmers Market.
2. City does hereby lease to DPDA, upon the following terms and conditions, the
building located at 110 South Fourth Avenue for a downtown commercial kitchen
business incubator. The properties described above in 1 and are hereinafter
referred to as the "Premises."
3. Term. The term of this Lease shall begin on the date of execution and end on the
31 st day of December, 2022. The Parties may agree to extend the lease term for a maximum period
of five (5) years by executing a written amendment hereto, and upon negotiation of a reasonable
rent for the extended term.
4. Leasehold Excise Tax. DPDA shall pay any leasehold excise tax due pursuant to
RCW 84.29A to the City on or before the first day of January during each year of this Agreement.
If the State of Washington changes the leasehold excise tax or an additional tax is imposed on such
leasehold, the tax payable by the DPDA shall be correspondingly changed.
5. Use. DDPA shall use the premises for the following purposes and no others without
the prior written consent of the City: Business Office; Farmers Market and a Commercial incubator
kitchen.
No other uses, activities, or operations shall be conducted by the DPDA from the leased
Premises without first obtaining the prior written consent of the City.
DPDA shall maintain the Premises in clean and sanitary conditions, free of fire or other
casualty hazards and in good working order. The DPDA shall be solely responsible for the
security, maintenance, and protection of its property stored at the Premises. DPDA is authorized
to use the old restroom facility for storage of Farmers Market materials, and for no other purpose,
without City's written permission.
6. Farmers Market
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a. Vendor's Indemnity
1. DPDA will require each and every vendor at the Pasco Farmers Market
to sign a Contract of Indemnity on the form set forth as Exhibit `B"
hereto. Each vendor shall be required to sign a new agreement annually
and the DPDA shall hold and maintain the agreement for a period of at
least three (3) years from the date of signing. DPDA shall also
determine the type and amounts of insurance carried by each vendor.
b. Market Policies and Procedures
1. DPDA shall maintain and enforce policies and procedures appropriate
to the activities conducted at the Farmers Market and Peanuts Park
c. Peanuts Park
1. The Peanuts Park area shall be made available for food concessions,
artworks and crafts, and entertainment during the same days that the
Farmers Market is in operation, or pursuant to special permit issued by
the City.
d. Days of Operation
1. Specific days of operation must be approved in advance by the City
Manager or his designee and such approval shall not be unreasonably
withheld.
e. Fees
1. The vendor fees for the Market shall be set yearly by the DPDA and
shall be uniformly applied for each vendor class.
f. Use of Fees Proceeds
1. The use of all such fees collected shall be limited to payment of
expenditures for advertising, promotion, management, and other costs
attributable to the operation of the. Market. After the payment of
expenditures, any excess funds shall go to the DPDA for use on various
projects to benefit the Pasco Farmers Market or operation of DPDA.
g. Cleaning
1. The DPDA shall maintain the cleanliness of the Market area and Peanuts
Park restroom facilities. Additionally, for each day that Farmers Market
is conducted, DPDA shall be responsible to clean the parking lot and
park of litter. DPDA shall place all trash, litter and debris in an
appropriate container following each day of operation.
h. DPDA Maintenance/Storage
1. The DPDA shall be responsible, from May through October at its own
cost and expense, for the routine maintenance and upkeep of the market
area and Peanuts Park (See attached map Exhibit A) and for providing
adequate, portable restroom (ADA Accessible) facilities, including
supplies as required for operating the premises. Routine maintenance
shall be defined as litter control, cleaning hard surface areas, monitor
area for potential hazards.
i. City Maintenance
1. City shall, at its own cost and expense, maintain and repair all structural
portions of the premises, including electrical and plumbing repairs that
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require alteration of structural portions of the premises, in a good and
safe condition. Structural portions of the premises shall include without
limitation, roof, exterior walls, structural members, and floors. City
shall determine if portable restroom facilities are required for the
months of November through April and shall provide such, if required.
j. Utilities
1. DPDA shall pay for the electrical charges billed with meter #32286
located on the building at the east end of the parking lot) as well as for
charges billed on the temporary service meter #27572, for its special
events. City shall pay for all other electric meter charges.
k. Records
1. The DPDA shall maintain adequate financial records and submit a
written report to the City Manager at the conclusion of each Market
season. The records shall include the Market's income, expenditures,
vendors, and other market activities. Such records shall be kept for at
least a period of six (6) years or longer at the direction of the City
Manager.
7. CommercialIiitchen
a. Use Restrictions
1. The DPDA shall have the right to rent the facility, establish rental rates,
purchase equipment, hire/dismiss staff and other actions necessary to
operate the commercial kitchen business incubator in accordance with
the purposes established by the Economic Development
Administration, the North American Development Bank and
Community Development Block Grant Program.
b. Vendor contract of Indemnity
1. DPDA will require each and every user at the commercial kitchen
business incubator to sign a Contract of Indemnity on the form set forth
as Exhibit '`C" hereto. Each user of the facility shall be required to sign
a new agreement annually and the DPDA shall hold and maintain the
agreement for a period of at least three (3) years from the date of signing.
c. Fees
1. The DPDA shall establish appropriate fees and charges for the use of
the commercial kitchen business incubator. The use of such funds
collected shall be limited to payment of expenditures for staff salaries,
advertising, promotion, insurance, utilities, maintenance, management,
and other costs directly attributable to the operation of the Incubator.
After the payment of expenditures, any excess funds shall be used for
operating the DPDA.
d. Cleaning/Maintenance
1. The DPDA shall be responsible, at its own cost and expense, for the
routine cleaning, maintenance and upkeep of the commercial business
incubator building, including supplies as required to operate the
premises and minor, nonstructural, repairs, including plumbing (i.e.,
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faucets, fixtures and exposed pipes and electrical (i.e., switches, outlets,
fixtures, etc) all in accordance with customary standards for similar
facilities and prudent maintenance practices.
2. In the event that the costs of maintenance or repairs exceed the revenues
derived from the operation of the commercial kitchen the DPDA should
seek alternative funds. If none are available the DPDA shall provide
City with documentation of need and revenue shortage.
e. Funds
1. On an annual basis, the DPDA shall apply for an allocation of CDBG
funds in accordance with the established schedule and procedures. Any
funds awarded shall be disbursed in accordance with the provisions of
the CDBG Subrecipient Grant Agreement.
f. Rules/Guidelines
1. The DPDA shall administer the commercial kitchen business incubator
in accordance with the provisions of the grant agreements with the U.S.
Economic Development Administration, North American Development
Bank, and US Department of Housing & Urban Development. The
DPDA shall file required job creation and other progress reports in a
timely manner.
2. The DPDA shall maintain written rules and guidelines for the
commercial kitchen business incubator operation.
3. The DPDA shall maintain adequate financial records and submit a
written report to the City Manager by February 15th of each year. The
records shall include the incubator's income, expenditures, users, and
other market activities. Such records shall be kept for at least a period
of three (3) years or longer at the direction of the City Manager.
4. The DPDA shall comply with applicable federal, state, and local laws
and regulations.
g. Anti —Discrimination
1. No person shall, on the grounds of race, color, sex, religion or national
origin, be excluded from participation in the commercial kitchen
business incubator activities or be subject to discrimination
8. Insurance. DPDA shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which may arise
from or in connection with the DPDA's operation and use of the Business Office, Farmers
Market and Commercial Kitchen. Insurance shall conform to the following:
A. Minimum Scope of Insurance
DPDA shall obtain insurance of the types described below:
1. Commercial General Liability insurance shall be written on Insurance Services
Office (ISO) occurrence form CG 00 01 and shall cover premises and
contractual liability. The City shall be named as an insured on Lessee's
Commercial General Liability insurance policy using ISO Additional Insured -
Managers or Lessors of Premises Form CG 20 11 or a substitute endorsement
providing equivalent coverage.
2. Property insurance shall be written on all risk basis.
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B. Minimum Amounts of Insurance
DPDA shall maintain the following insurance limits:
1. Commercial General Liability insurance shall be written with limits no less than
1,000,000 each occurrence, $2,000,000 general aggregate.
2. Property insurance shall be written covering the full value of DPDA's property
and improvements with no coinsurance provisions.
C. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following
provisions for Commercial General Liability insurance:
1. DPDA's insurance coverage shall be primary insurance as respect the City.
Any Insurance, self-insurance, or insurance pool coverage maintained by the
City shall be excess of the DPDA's insurance and shall not contribute with it.
2. DPDA's insurance shall be endorsed to state that coverage shall not be
cancelled by either party, except after thirty (30) days prior written notice by
certified mail, return receipt requested, has been given to the City.
D. Verification of Coverage
DPDA shall furnish the City with original certificates and a copy of the amendatory
endorsements, including but not necessarily limited to the additional insured
endorsement.
E. Waiver of Subrogation
DPDA and City 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 premises or said building. This release shall apply only to the
extent that such claim, loss or liability is covered by insurance.
DPDA shall be solely responsible for the loss, damage, or casualty to its personal property
located at the Premises, regardless of cause. DPDA is encouraged to secure "content's coverage"
insurance for DPDA personal property.
9. IndemW:L and Hold Harmless. DPDA agrees to indemnify and hold the City
harmless as provided herein to the maximum extent possible under the law. Accordingly, the
DPDA agrees for itself, successors and assigns, to defend, indemnify and hold harmless the City,
its appointed and elected officials, and employees from and against liability for all claims,
damages, suits, and judgments including the cost of defense thereof, for injury to person, death, or
property damage which is caused by, arises out of, or is incident to the DPDA's exercise of its
rights and privileges as granted by this Agreement, except to the extent of the City's sole
negligence.
10. Assignment or Sublet. DPDA shall not assign or transfer this Agreement or any
interest therein, nor sublet the whole or any part of the Premises, not grant an option for
assignment, transfer or sublease for the whole or any part of the Premises, nor shall this Agreement
or any interest therein be assignable or transferable by operation of law, or by any process or
proceeding of any Court or otherwise without the prior written consent of the City.
11. General Provisions. For the purpose of this Agreement, time is of the essence. In
the event of a dispute regarding the enforcement, breach, default or interpretation of this
Agreement, the parties shall first meet in a good faith effort to resolve such dispute. In the event
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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.
12. Entire Agrgement. This Agreement contains the entire agreement between the
parties, and no modification of this Agreement shall be binding upon the parties unless evidenced
by an agreement in writing signed by the City and the DPDA after the date hereof.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date and
year first written above.
CITY OF PASCO
Dave Zab anager
DOWNTOWN P_ CO DEVELOPMENT AUTHORITY
7 w ikz;s
Gabriel Portugal, Boar resident
CONTRACT OF INDEMNITY FOR
COMMERCIAL KITCHEN
EXHIBIT "C" AGREEMENT made this ____ day of ________ , 20_, between ____________ _, herein called 'INDEMNITOR", and the Downtown Pasco Development Authority, a nonprofit Washington corporation, herein called 'INDEMNITEE", witnesseth: Whereas, the INDEMNITOR desires to lease kitchen space in accordance with the permitted uses of the Downtown Commercial Kitchen in the City of Pasco, Washington; and Whereas, the INDEMNITEE desires to encourage Commercial Kitchen activity and has an agreement with the City of Pasco to provide a Commercial Kitchen at 110 S. Fourth Ave. NOW, THEREFORE, in consideration of the above-stated premises, INDEMNITORagrees that it will indemnify INDEMNITEE and the City of Pasco against, and save INDEMNITEE and the City of Pasco harmless from and against all claims, suits, damages, costs, losses and expenses in any manner, including but not limited to attorney's fees resulting from, arising out of, or connected with the INDEMNITOR'S use of kitchen space in accordance with those permitted uses of the Downtown Commercial Kitchen. THIS AGREEMENT shall be binding on and inure to the benefit of the heirs, executors, administrators, successors and assigns of the respective parties hereto. DATED this first date written above. INDEMNITOR: By ________________ _ DOWNTOWN PASCO DEVELOPMENT AUTHORITY,
INDEMNITEE: By: ________________ _