HomeMy WebLinkAboutFranklin County Emergency Management (FCEM) - Facility Sublease Agreement - 1011 E. AinsworthFILED FOR RECORD AT REQUEST OF:
City of Pasco
WHEN RECORDED RETURN TO:
City of Pasco, Washington
525 North 3 d Avenue
Pasco WA 99301
FACILITY SUBLEASE AGREEMENT
THIS FACILITY SUBLEASE AGREEMENT ("Agreement") is entered into this 151 day of
October, 2021, between the City of Pasco, a Washington Municipal Corporation ("City")
and Franklin County Emergency Management ("FCEM").
WHEREAS, the Port of Pasco is the owner of a facility ("the Facility") at 1011 East
Ainsworth Street, Pasco, Washington plus 1.6 acres of land surrounding the facility, known
as the Big Pasco Industrial Center; and
WHEREAS, the City of Pasco has leased from the Port of Pasco approximately
16,833 square feet of the Facility and desires to sublet a portion of that space to FCEM;
and
WHEREAS, FCEM desires to lease from the City of Pasco a portion of the above-
mentioned space in the Facility and agrees to the terms of this Agreement to apply to the
leasing of said space; and
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the parties hereby agree as follows:
1. Property.
A. FCEM Space. City subleases to FCEM 3,732 square feet of their
leased space from the Port of Pasco inside the Facility, such property situated in
Franklin County, Washington, commonly known as Big Pasco Industrial Center at
1011 Ainsworth Street Pasco, Washington, and legally described on Exhibit A
attached hereto.
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B. Common Space. FCEM shall also be responsible to pay rental
fees to the City for 50% of the area within the Facility that is common area, to be
used by both parties. Such area totals 6,251 square feet, for which FCEM shall pay
for 3,125.5 square feet. This area includes portions designated as: conference,
bath/mechanical, server, handicap bath, breakroom, corridors, and kitchen.
C. Subiect to the Underlying Port of Pasco Term Building Lease. This
Sublease of the premises is subject to and subordinate to that certain Port of Pasco Term
Building Lease between the Port of Pasco, as Lessor, and the City of Pasco, as Tenant,
dated the 1st day of October, 2021, and subject to such terms therein, which are by
this reference, incorporated herein by reference, including those documents
included therein, specifically the terms of the Deed of the United States of America
referenced in Article lthereof, and the Port regulations contained in Article 20 thereof.
2. Term. This Agreement shall be effective on the effective date of the "Term
Building Lease" executed between the City of Pasco and the Port of Pasco for the Facility. The
term of this sublease shall be for five (5) years, and shall terminate and or/renew in
conjunction with anytermination or renewal ofthe lease between the City of Pasco and the Port of
Pasco for the Facility.
3. Maintenance. FCEM hereby agrees to pay a prorated portion of the facility
maintenance costs. FCEM will reimburse City of Pasco for 27.59% of each bill incurred by the
City of Pasco for maintenance costs for the facility. This includes, but is not limited to, parts and
labor for repair of mechanical, electrical, interior lighting (including replacement of ballasts,
starters and fluorescent tubes as required), plumbing, heating systems, ventilating and air
conditioning systems (including replacement of filters recommended in equipment service
manual); floor coverings; window coverings; inside and outside walls (including windows),
sidewalks, exterior lighting; parking lot (including repair and restriping as required); drainage;
landscaping and continuous satisfaction ofall governmental requirements generally applicable to
similar buildings in the area (example: fire, building, energy codes and requirements to provide
an architecturally barrier -free premise for individuals with disabilities, etc.).
4. Facility Fee and Payment Schedule. As consideration for the permission to use
the specified area within the Facility, FCEM agrees to pay to the City rent in the amountof
$2,482.62 per month ($0.3620persquarefoot x6,857.5squarefeet, per month, to be paid
quarterly) from the effective date until terminated, with the exception that any rental increase
pursuant to the"Term Building Lease" between the CityofPasco and the PortofPasco shall also
applyatthesame rate ofincrease tothissubleasebetween the City and FCEM. FCEM agreesto
payCitythisrentquarterlybythefirstdayofeveryJanuary, April, July and October.
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S. Termination. Either party may terminate this agreement with cause,
without prior notice if the other party fails to abide by the terms and conditions of
this agreement. Either party may without cause, at any time during the term of
this agreement, terminate the contact by giving thirty (30) days prior written
notice of its intent to terminate.
6. Renewal. This Agreement shall automatically renew at the end of each
term for an additional five (5) years, dependent upon the renewal of the City of Pasco' s
lease of the Facility from the Port of Pasco.
7. indemnity and Hold Harmless. City agrees that it will protect, save,
defend, hold harmless and indemnify FCEM, its employees, volunteers, officers and agents
from any and all demands, claims, judgments, or liability for loss or damage arising as a
result of City's obligations and responsibilities under this Agreement, including accidents,
injuries, or other occurrences, that arise out of the negligent acts or failure to act of City's
employees, volunteers, officers and agents.
FCEM agrees that it will protect, save, defend, hold harmless and indemnify City,
its employees, volunteers, officers and agents from any and all demands, claim s,
judgments, or liability for loss or damage arising as a result of FCEM's obligations and
responsibilities under this Agreement including accidents, injuries, or other occurrences,
that arise out of the negligent acts or failure to act of FCEM' s employees, volunteers,
officers and agents.
8. Damage or Destruction. In the event the Facility is destroyed or injured by
fire, earthquake, or other casualty so as to render the premises totally unfit for
occupancy, or the Port of Pasco neglects and/or refuses to restore said premises to their
former condition, then FCEM or City may terminate this Agreement and City shall
reimburse FCEM for any unearned rental fee that has been paid. In the event said
premises are partially destroyed, the rental fee herein agreed to be paid shall be abated
from the time or occurrence of such destruction or injury until the premises are again
restored to their former condition, and any rental fee paid by FCEM during the period of
abatement shall be credited upon the next installment of the rental fee to be paid. It is
understood that the terms "abated" and "abatement" mean a pro -rata reduction of area
unsuitable for occupancy due to casualty loss in relation to the total use fee area.
9. Insurance. The City is self-insured and will maintain for the duration of
this agreement, liability and property damage insurance in a combined single limit (CSL) of
$1,000,000.
FCEM shall maintain for the duration of this agreement, liability and property
damage insurance in a combined single limit (CSL) of $1,000,000.
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10. Reimbursement for Damages to Premises. FCEM hereby agrees to
reimburse the City and/or the Port of Pasco for damages caused by the acts or
negligence of its employees, clients, and agents.
11. Janitorial Services. FCEM hereby agrees to pay a prorated portion of the
facility janitorial services. FCEM will reimburse City of Pasco for 27.59% of each bill
incurred by the City of Pasco for janitorial services.
12. Utilities. FCEM hereby agrees to pay a prorated portion of the facility
utilities services, including but not limited to electric service, natural gas, water, sewer,
and garbage. FCEM will reimburse City of Pasco for 27.59% of each bill incurred by the
City of Pasco for utility services for the facility.
13. limitation of Agreement. This Agreement is entered into for the benefit
of the parties to this Agreement only. The Agreement is not intended to confer any
benefit on any other parties and therefore no other or third party shall be entitled to
rely on the terms of this Agreement oranticipate receipt of any benefit as a result of the
performance of this Agreement.
14. Alterations. No alterations to the Facility or the space therein subleased
by FCEM shall be made by FCEM or its employees or agents without the written
permission ofthe Cityof Pasco.
15. Notices. All notices, request, demands and other communications required
by this Agreement may be delivered by U.S. Mail, or electronic mail, at the addresses
below, with receipt confirmed to the following respective addresses:
City of Pasco
525 N 3rd Avenue
Pasco, WA 99301
(citymanager@pasco-wa.gov)
Franklin County Emergency Management
1011 E Ainsworth St.
Pasco, WA 99301
(sdavis@co.franklin.wa.us)
16. Assignment or Subletting: FCEM is prohibited from either assigning or
subletting all or any portion of its leased space within the Facility during its use of the
Facility, and shall not permit the use of the Facility by anyone other than what is
provided for underthisAgreement.
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17. Dispute Resolution. Except for the payment of rent, in the event of a dispute
regarding the enforcement, breach or interpretation of this Agreement, the parties shall first meet
in a good faith effort to resolve such dispute. In the event the dispute cannot be resolved by
agreement of the parties, said dispute shall be resolved by arbitration pursuant to RCW 7.04A, as
amended, and the Mandatory Arbitration Rules (MAR); venue shall be placed in Franklin County,
Washington, the laws of the State of Washington shall apply, and the prevailing party shall be
entitled to its reasonable attorneyfeesand costs.
18. Amendment. No modification, termination or amendment of this
Agreement may be made except by written agreement signed by both parties hereto.
19. Severability. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision hereof, and this
Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been
contained herein.
20. Governing Law. This Agreement and the rights of the parties hereto shall be
governed by and construed in accordance with the laws of the State of Washington, and the
parties agree that in any such action venue shall lie exclusively in Franklin County,
Washington.
21. Prohibition of Discrimination. FCEM shall not discriminate against any person
in any manner on the grounds of race, creed, color, religion, national origin, sex, age, marital
status, or the presence of any sensory, mental, or physical handicap, or any other status or condition
now or hereafter protected byanystateor federal law against discrimination.
22. Entire Agreement. The entire agreement between the parties hereto is
contained in this Agreement and the exhibits hereto, and this Agreement supersedes all of their
previous understandings and agreements, written and oral, with respect to this transaction.
This Agreement may be amended only by written instrument executed by the parties subsequent
to the date hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first above written.
City of Pasco, Washington
By:
Dave Zabe , . y Manager
Franklin ou ty Emergency nag ent
By:
Sean Davis, FCEM Director
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STATE OF WASHINGTON )
ss
County of Franklin
On this day personally appeared before me Dave Zabell, City Manager of the City of
Pasco, Washington, to be known to be the individual described in and who executed the
within and foregoing instrument, and acknowledged that he signed the same as his free
and voluntary act and deed for the uses and purposes thein mentioned.
GIVEN under my hand and official seal this
APRIL CULWELL
NOTARY PUBLIC #208573
STATE OF WASHINGTON
COMMISSION EXPIRES
JULY 19, 2023
STATE OF WASHINGTON )
ss
County of Franklin )
_ day of DGL+t'Pv—, 2021
On this day personally appeared before me Sean Davis, Franklin County Emergency
Management Director, to be known to be the individual described in and who executed the
within and foregoing instrument, and acknowledged that he signed the same as his free
and voluntary act and deed for the uses and purposes thein mentioned.
GIVEN under my hand and official seal this 5 day of 2021
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