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Ross council directs manager to execute RVPA lease, adopts Resolution No. 2547
Summary
The Ross Town Council voted 4–1 to authorize execution of a lease and operating agreement with the Ross Valley Paramedic Authority for a new 2,150-square-foot paramedic facility at 33 Sir Francis Drake Boulevard; the lease includes a pre-occupancy period, an 8-year post-occupancy term, $75,000 annual rent with 2.5% annual increases, utility cost‑sharing, and termination triggers tied to bid caps and parcel-tax outcomes.
ROSS — The Ross Town Council voted 4–1 to direct the town manager to execute a lease and operating agreement with the Ross Valley Paramedic Authority (RVPA) for a new paramedic facility at 33 Sir Francis Drake Boulevard and to adopt Resolution No. 2547.
Town manager Johnson summarized staff recommendations and background, saying the RVPA has operated an ambulance out of the Ross Fire Station for decades and that the council’s 2023 master facilities plan included a new paramedic facility. Johnson said the final draft lease sets a pre-occupancy period that continues the existing holdover status until the new facility is constructed, projected in early 2029, and that "Under the new lease, the RVPA will pay $75,000 a year in rent, and that will increase 2 and a half percent each year." The lease also calls for the RVPA to pay half of the utilities and for the new facility to be separately metered, Johnson said.
The lease ties the start of the new rent and the post-occupancy eight‑year lease term to substantial completion or Jan. 1, 2029, whichever occurs earlier. Johnson told the council the facility is approximately 2,150 square feet and that RVPA will participate in design review although final design authority rests with the town council.
Council members questioned how the pre-occupancy period would operate and whether tenant obligations and termination rights apply before occupancy. Johnson said the pre-occupancy rent and many lease terms are effective on the agreement’s effective date, and that tenant termination rights remain limited to defined events. On parcel-tax failure, Johnson confirmed there is a meet‑and‑confer procedure requiring at least 30 days of good‑faith negotiations before the tenant can exercise a termination right and that tenant termination requires 90 days’ written notice in defined events.
Councilmember Matt raised concerns about a lease clause that would allow the town to join litigation against the tenant or its staff and whether that could let the tenant exit the lease. The town attorney said RVPA requested the term and that it does not bar the town from suing; rather, it gives the tenant a termination-right trigger in certain circumstances. Counsel further explained an insurer carve‑out: if the town’s insurance carrier directs the town to assert a cross‑claim or tender a claim against RVPA, that insurer‑driven action is not a permissible ground for tenant termination. As counsel put it in explanation, in the insurer‑driven scenario the town may pursue the claim without enabling RVPA to leave the lease.
No members of the public spoke on the item. A motion to provide direction to the town manager to execute the lease and operating agreement and to adopt Resolution No. 2547 carried on a roll call vote: Mayor McMillan yes; Council member Dowling yes; Council member Kercher yes; Council member Salter no; Mayor Pro Tem Robbins yes (4–1).
After the vote the presiding official commended staff and counsel for multiple negotiations and iterations of the agreement and adjourned the meeting.
