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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. 1 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. 2 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. 3 10. Reimbursement for Damages to Premises. FCEM hereby agrees to reimburse the City and/or the Port of Pasco for damages caused by the acts or negligence of its employees, clients, and agents. 11. Janitorial Services. FCEM hereby agrees to pay a prorated portion of the facility janitorial services. FCEM will reimburse City of Pasco for 27.59% of each bill incurred by the City of Pasco for janitorial services. 12. Utilities. FCEM hereby agrees to pay a prorated portion of the facility utilities services, including but not limited to electric service, natural gas, water, sewer, and garbage. FCEM will reimburse City of Pasco for 27.59% of each bill incurred by the City of Pasco for utility services for the facility. 13. limitation of Agreement. This Agreement is entered into for the benefit of the parties to this Agreement only. The Agreement is not intended to confer any benefit on any other parties and therefore no other or third party shall be entitled to rely on the terms of this Agreement 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. 4 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 5 STATE OF WASHINGTON ) ss County of Franklin On this day personally appeared before me Dave Zabell, City Manager of the City of Pasco, Washington, to be known to be the individual described in and who executed the within and foregoing instrument, and acknowledged that he signed the same as his free and voluntary act and deed for the uses and purposes 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. 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