09-198.00 Waste Management: Lease AgreementAGREEMENT FOR LEASE OF REAL ESTATE
THIS LEASE, (the "Lease ") is made this 8'" day of September, 2009, by and between WASTE
MANAGEMENT OF WASHINGTON, INC., a Delaware corporation ( "Landlord "), and CITY OF SPOKANE
VALLEY, WASHINGTON, a Municipal Corporation ( "Tenant"),
WITNESSETH:
PREMISES AND TERM
Landlord, for and in consideration of the rents herein reserved and of the covenants and agreements
herein contained on the part of the Tenant does demise and lease to the Tenant approximately 1.6 acres of
land including a 4,7351SF building located at 11804 E. 1°' Avenue, Spokane Valley, WA, identified by the
Spokane County Tax Assessor as Parcels 45211.0518, -0511 and -0510 ( "Premises ") for a term ( "Term ")
commencing on the 8'" day of September, 2009 (the "Commencement Date ") and terminating on the last
day of September, 2012 unless sooner terminated by either party's advance twelve (12) month written notice
to the other (the "Termination Date'). In no case shall the Termination Date be later than September, 8"
2012.
2. RENT AND SECURITY DEPOSIT
Tenant hereby covenants and agrees to pay Landlord, at WASTE MANAGEMENT OF SPOKANE,
11321 E. Indiana Road, Spokane Valley, WA 99206 ATTN: District Manager, rental payable monthly in
advance installments of Four Thousand One Hundred Ninety Five and nol100ths ($4,195.00)� o ars each
( "Rent "), on the first day of each and every month of the Term hereof, commencing on the n �� day of
September, 2009. Rent shall increase by three (3 %) percent over the prior year's Rent on each anniversary
date of the commencement of this Lease.
Concurrently with payment of the first month's rent, Tenant shall deposit with Landlord the sum of
Four Thousand One Hundred Ninety Five and NO/100 ($4,195.00) DOLLARS as and for a security deposit
( "Security Deposit") to guarantee Tenant's obligations under this Lease, and which Security Deposit less
deductions, if any, shall be returned to Tenant within thirty (30) days following the Termination Date.
3. TAXES, ASSESSMENTS AND UTILITIES
Landlord shall pay all taxes and assessments, general and special, which may be levied, assessed
or imposed upon the Premises. Landlord represents and warrants that the Premises are directly serviced by,
natural gas for heating and other purposes, water, sanitary sewer service, electric power and telephone
service. Tenant shall pay for all utility charges used on the Premises by Tenant during the term of this Lease.
4. USE AND CARE OF PREMISES: ALTERATIONS BY TENANT
SECTION 4.1. Tenant and all persons claiming by, through or under Tenant may use and occupy
the Premises for any lawful purpose. Tenant intends to utilize the Premises as a maintenance facility for the
City of Spokane Valley's snow plowing operations.
SECTION 4.2. Tenant shall perform routine maintenance on the roof and all structural portions of
the building located upon the Premises and all electrical, lighting, plumbing, heating, cooling and ventilating
fixtures located thereon. Tenant shall also repair all damage to such items caused by Tenant, its agents,
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employees, contractors or invitees and not covered by insurance and maintain the Premises in a good and
safe condition.
SECTION 4.3. Landlord and Tenant agree that any and all fixed improvements made to the
Premises by Tenant shall become the sole property of Landlord upon termination of the Lease as long as
said improvements do not detract from the fair market value of the Premises, in which case, Tenant agrees
to remove all of said improvements and return the Premises to Landlord in the same condition in which it was
received on the commencement date of this Lease, normal wear and tear excepted. Notwithstanding the
foregoing, Tenant shall be allowed to remove all personal property and trade fixtures owned by Tenant from
the Premises.
SECTION 4.4. Tenant shall not be responsible for any costs of Landlord under Landlord's
covenants of quiet enjoyment and peaceable possession or Landlord's taxes due on Landlord's income,
gross receipts or other similar items that are not reasonably considered to be in the nature of real estate
taxes.
SECTION 4.5. Tenant may not make any alterations and changes to the Premises without
Landlord's advance written consent except for painting, cleaning, carpet repair /replacement and workstation
rearrangement. If Tenant shall alter or change the Premises during the term of this Lease, Tenant shall
comply with the Americans with Disabilities Act of 1990 ( "ADA ") and all statutes, ordinances, laws, orders,
rules, regulations and requirements of all applicable federal, state, county and other agencies or authorities
now in effect with respect to the use, occupation or alteration of the Premises ( "Laws ") and, upon request of
Landlord, shall deliver evidence thereof reasonably satisfactory to Landlord.
SECTION 4.6. During the term of this Lease, Tenant shall keep, afford and allow access to Landlord
to the Premises at all reasonable times. Except in emergency, Landlord shall give at least twenty-four (24)
hours advance notice, written or oral, of its intent to gain access to the Premises.
SECTION 4.7. Tenant shall vacate and deliver up the Premises upon the expiration of the term of
this Lease, or any renewal thereof, or sooner termination of the term of this Lease in the same condition as
received and, in good, clean, sanitary condition, reasonable wear and tear excepted.
5. CASUALTY
In case of damage to or destruction of all or part of the Premises or all or part of the fixtures or
improvements thereon by fire or other casualty, and subject to Landlord's receipt of sufficient insurance
proceeds, Landlord shall promptly repair, restore or rebuild the building to no less than the condition existing
immediately prior to the occurrence of such fire or other casualty. Landlord shall not be obligated to repair nor
replace any of Tenant's trade fixtures or other personal property at the Premises. However, within fourteen
(14) days after such damage or destruction of the Premises, either party shall have the option of terminating
this Lease with seven (7) days' prior written notice to the other party.
6. INSURANCE
Landlord covenants and agrees that it will at all times, at its sole cost and expense, keep the building
on the Premises insured under a fire insurance policy with extended coverage endorsements for not less
than its full or their full insurance value above foundations. Tenant covenants and agrees that it will at all
times during the term hereof carry, for the mutual benefit of the Landlord and of the Tenant, $2,000,000.00
general public liability insurance against claims for personal injury, death or property damage, occurring in, on
or about the Premises in amounts and coverages as reasonably determined by the Landlord, and shall name
Landlord as an insured in its capacity as owner of the Premises. Tenant shall be responsible to insure its
trade fixtures and personal property located at the Premises. The insurance policy shall contain a clause that
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it may not be cancelled without Landlord's receiving a thirty (30) days' prior written notice of Tenant or
insurance company's intent to cancel.
7. INDEMNIFICATION
SECTION 7.1. Tenant agrees to defend, indemnify and save the Landlord harmless from and
against any and all liability, loss, damage, Environmental Damages, as defined herein, and expense
(including reasonable attorneys' fees) and from and against any and all suits, claims and demands of every
kind and nature due to Tenant's negligence or breach hereof, made by or on behalf of any and all persons,
firms or corporations, arising out of or based upon any accident, injury or damage, however occurring, which
happens in, on or about the Premises or entrances thereto during the term of this Lease or arising out of or
based upon the use, occupation or operation of said Premises or facilities during the term hereof or arising
out of any breach or default on the part of the Tenant in the performance or observance of any covenant or
agreement on the part of the Tenant to be performed or observed pursuant to the terms of this Lease.
Nothing in this section shall relieve Landlord from liability resulting from its own negligence, willful misconduct
or breach of its obligations under this Lease.
SECTION 7.2. Landlord agrees to give Tenant prompt written notice of any claims or demands
against the Landlord arising out of or based upon any of the liabilities, losses or expenses against which
Tenant is bound to defend, indemnify and save harmless the Landlord. Tenant shall have full control over
any claim or litigation, and Landlord shall reasonably cooperate with Tenant in such efforts.
SECTION 7.3. Tenant shall indemnify and save harmless Landlord from and against all mechanics'
liens and notices thereof and all claims thereof on account of any materials furnished or labor performed in,
about or in connection with the Premises or the sidewalks and curbs adjacent thereto, if any, except those
arising from work undertaken by Landlord. Should any such lien be filed, Tenant shall promptly bond or
otherwise discharge the same.
SECTION 7.5. Tenant agrees to give Landlord prompt notice of any claims or demands against the
Tenant arising out of or based upon any of the liabilities, losses or expenses against which Landlord is bound
to defend, indemnify and save harmless the Tenant. Landlord shall have full control over any claim or
litigation, and Tenant shall reasonably cooperate with Landlord in such efforts.
8. ENVIRONMENTAL REPRESENTATIONS
SECTION 8.1. As used herein, "Hazardous Substance" means any substance that is toxic,
ignitable, reactive, radioactive, or corrosive and that is regulated by any local government, the State of
Washington, or the United States Government. "Hazardous Substance" includes any and all materials or
substances that are now or hereafter defined as "hazardous waste," "extremely hazardous waste,' "toxic
substance," or a "hazardous substance" pursuant to state, federal, or local governmental law, including
without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C.
§§ 9601, at seq.) and/or the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901, et seq.). In
addition, "Hazardous Substance" includes but is not restricted to friable asbestos, polychlorinated biphenyls
( "PCB's "), and petroleum, whether or not any such substance is regulated as a Hazardous Substance
pursuant to applicable statutes or regulations.
"Environmental Damages" means all claims, judgments, damages, losses, penalties, fines, liabilities
(including strict liability), encumbrances, liens, costs and expenses of whatever kind or nature, contingent or
otherwise matured or unmatured, foreseeable or unforeseeable, including without limitation reasonable
attorneys' and consultants' fees, incurred at any time as a result of the existence prior to execution of this
Lease of a Hazardous Substance upon, about, or beneath the Premises or migrating or threatening to
WASpokaneValleyl stStrwLease Final 9.2.2009
migrate to or from the Premises, or the existence of a violation of any governmental requirement pertaining to
the environment, health or safety arising from or relating to the Premises.
SECTION 8.2. Landlord agrees to indemnify, defend (with counsel acceptable to Tenant) and hold
harmless Tenant and Tenant's directors, employees, agents affiliates, successors and assigns against any
and all expenses, losses, costs, deficiencies, liabilities, penalties, liens and damages, including consultants'
fees, attorneys' fees and court costs ( "Expenses ") incurred or suffered as a result of or in connection with the
existence of any Hazardous Substance, petroleum storage tanks, pumps or associated piping in, on, under
or about the Premises, if any, prior to the commencement of this Lease, and after to the extent such
Expenses are not solely due to Tenant's act or negligence and /or any contamination associated therewith,
including without limitation, costs incurred in the removal, remediation, restoration, and /or abatement of the
foregoing.
SECTION 8.3. Except in compliance with all governmental requirements pertaining to health, safety
and the environment, Tenant shall not knowingly cause or permit any Hazardous Substance to be used,
stored, generated, or disposed of on, in or about the Premises by Tenant, Tenant's agents, employees,
contractors, or invitees. If any Hazardous Substance is knowingly used, stored, generated, or disposed of
on, in or about the Premises by Tenant or if Tenant causes any contamination of the Premises by a release
of such Hazardous Substance for which Tenant is legally liable, Tenant shall upon request of the Landlord, at
its sole expense, take any and all necessary actions to return the Premises to the condition existing prior to
the release of any such Hazardous Substance on the Premises, including but not limited to any and all clean-
up and remedial actions.
9. ASSIGNMENT AND SUBLETTING
Tenant shall not assign this Lease nor sublet all or any portion of the Premises without first obtaining
the Landlord's prior written consent, which consent shall not be unreasonably withheld.
10. FIXTURES
All buildings and improvements on the Premises and all plumbing, heating, lighting, electrical and air
conditioning fixtures and equipment and other articles of personal property used in the operation of such
buildings attached to the Premises, sometimes herein referred to as, "Building Fixtures ", if any, shall be and
remain a part of the Premises and shall constitute the property of the Landlord.
11. NOTICES OR DEMANDS
All notices, waivers, demands, requests or other communications required or permitted hereunder
shall, unless otherwise expressly provided, be in writing and be deemed to have been property given, served
and received (a) if delivered by messenger, when delivered, (b) if mailed, on the third (3rd) business day after
deposit in the United States certified or registered mail, postage prepaid, return receipt requested, (c) if
telexed, telegraphed or telecopied, at the time in effect at the place of receipt, or at 8:00 a.m. on the next
business day thereafter if time of receipt is later than 6:00 p.m., or (d) if delivered by reputable overnight
express courier, freight prepaid, the next business day after delivery to such courier, in every case addressed
to the party to be notified as following:
If to Landlord: Waste Management of Washington, Inc.
720 East Butterfield Road
Lombard, IL 60148
Attention: Vice President of Real Estate
Telecopier: (630) 268 -9521
With a copy to: Waste Management of Spokane
11321 E. Indiana Road
Spokane, WA 99206
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ATTN: District Manager
Telecopier: (509) 944 -3030
If to Tenant: CITY OF SPOKANE VALLEY
11707 E. Sprague Ave., Suite 106
Spokane Valley, WA 99206
ATTN: Director of P b) F,l(VO�� � I
Telecopier: (509) d
or to such other address(es) or addressee(s) as any party entitled to receive notice hereunder shall designate
to the others in the manner provided herein for the service of notices. Rejection or refusal to accept or
inability to deliver because of changed address or because no notice of changed address was given, shall be
deemed receipt.
12. DEFAULT AND REMEDIES UPON DEFAULT
SECTION 12.1 If Tenant shall default in the payment of the Rent or any part thereof when due as
herein provided, and such default shall continue for ten (10) days after notice thereof in writing to Tenant, or if
default shall be made in any of the other covenants, agreements, conditions or undertakings herein
contained to be kept, observed and performed by the Tenant, and such default shall continue for thirty (30)
days after notice thereof in writing to the Tenant, or if Tenant shall abandon the Premises, then and in any
such event it shall be lawful for Landlord, at its election, to declare the term ended and to take appropriate
legal action to re -enter and regain possession of the Premises. If default shall be made in any covenant,
agreement, condition or undertaking herein contained to be kept, observed and performed by Tenant, other
than the payment of rent as herein provided, which cannot with due diligence be cured within a period of thirty
(30) days, and if notice thereof in writing shall have been given to Tenant, and if Tenant prior to the expiration
of thirty (30) days from and after the giving of such notice commences to eliminate the cause of such default
and proceeds diligently and with reasonable dispatch to take all steps and do all work required to cure such
default and does so cure such default, then Landlord shall not have the right to declare the said term ended
by reason of such default, provided, however, that the curing of any default in such manner shall not be
construed to limit or reduce the right of Landlord to declare said tern ended and enforce all of its rights and
remedies hereunder for any default not so cured.
SECTION 12.2. If a default occurs and is not cured within the time permitted herein, Landlord shall
have the rights and remedies hereinafter set forth, which shall be distinct, separate and cumulative with and
in addition to any other right or remedy allowed under any law or other provisions of this Lease:
a. Landlord may terminate this Lease, repossess the Premises by detainer suit or other
lawful means, and recover as damages a sum of money equal to (a) any unpaid rent as of the termination
date including interest at the rate of twelve percent (12 %) per annum, (b) any unpaid Rent which would have
accrued after the termination date through the time of award including interest at the rate of twelve percent
(12 %) per annum, (c) any unpaid Rent which would have accrued after the time of award during the balance
of the term, and (d) any other amounts necessary to compensate Landlord for all detriment or damages
proximately caused by Tenant's failure to perform its obligations under this Lease or that in the ordinary
course would be likely to result therefrom, including without limitation the Landlord's costs of reletting. If
applicable law shall require that the amount of unpaid Rent recoverable hereunder be modified to reflect the
"worth at the time of award," computed by allowing or discounting interest at specified rates, or the
"reasonable value" of the Rent claimed, or shall require any other specific modification of the foregoing
provisions, such law shall govern and control.
b. Landlord shall at all times have the rights and remedies (which shall be cumulative with
any other rights of Landlord hereunder or under any law): (i) to seek any declaratory, injunctive or other
equitable relief, and specifically enforce this Lease, or restrain or enjoin a violation or breach of any provision
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hereof, and (ii) to sue for and collect any unpaid Rent. Such rights may be exercised at any time and from
time to time. Notwithstanding anything to the contrary contained in this Lease, to the extent not expressly
prohibited by applicable law, in the event of any default by Tenant not cured within any applicable time for
cure hereunder, Landlord may terminate this Lease and accelerate and declare that all Rent reserved for the
remainder of the term shall be immediately due and payable; provided, Landlord shall, after receiving
payment of the same from Tenant, be obligated to turn over to Tenant any actual net reletting proceeds
thereafter received during the remainder of the term, up to the amount so received from Tenant pursuant to
this provision.
c. No re -entry or repossession, repairs, changes, alterations and additional, reletting,
acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an
election by Landlord to terminate this Lease or accept a surrender of the Premises, nor shall the same
operate to release the Tenant in whole or in part from any of the Tenant's obligations hereunder, unless
express written notice of such intention is sent by Landlord or its agent to Tenant. The times set forth herein
for the curing of defaults by Tenant are of the essence of this Lease. Tenant hereby irrevocably waives any
right otherwise available under any law to redeem or reinstate this Lease.
13. SURRENDER OF POSSESSION
If Tenant shall hold over beyond the expiration of the term herein provided or any renewal or
extension thereof, Landlord may at its election either proceed to evict Tenant by legal proceedings or treat
such holdover tenancy only as a month -to -month tenancy for 200% of the monthly rental herein specified. If
so elected by Landlord, such holdover tenancy may be terminated by either party hereto upon thirty (30) days'
prior written notice.
14. SUBORDINATION — ESTOPPEL
SECTION 14.1. This Lease and Tenant's leasehold estate and all rights of Tenant hereunder shall
be subject and subordinate at all times in all respects to the lien of any and all mortgages which Landlord
may make upon any right, title or interest of Landlord in the Premises, and to any and all extensions and
renewals and any and all new mortgages made in lieu of or in replacement of any such mortgage, provided
that any such mortgage shall provide that so long as Tenant shall not be in default in the performance and
observance of the terms, covenants, conditions and limitations in the Lease contained on the part of the
Tenant to be performed and observed, no foreclosure of the lien of said mortgage for default thereof shall
impair the right of Tenant to enjoy this Lease pursuant to its terms. In the event of acquisition of Landlord's
interest in this Lease by any such mortgagee or anyone claiming through or under such mortgagee, Tenant
will recognize as its Landlord such mortgagee or the person claiming through or under such mortgagee who
shall so acquire title to the Landlord's interest in this Lease.
SECTION 14.2. Tenant agrees to provide estoppel statements for benefit of future lenders or
purchasers stating, if applicable and including but not limited to, that this Lease is in effect, the terms of rental
payments and whether there exists any defaults by either party to the Lease.
15. BROKER'S COMMISSION
Landlord and Tenant warrant, each to the other, that there are no brokers involved in this Lease
transaction. If any other person shall assert a claim to a fee, commission or other compensation on account
of alleged employment as a broker or finder or for performance of services as a broker or finder in
connection with this Lease, the party hereto under whom the broker or finder is claiming shall indemnify and
hold harmless the other party against and from any such claim and all costs, expenses and liabilities incurred
in connection with such claim or any action or proceeding brought thereon.
16. CONDEMNATION
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SECTION 16. 1. If the use, occupancy or title of the entire Premises shall be taken, requisitioned or
sold in, by or on account of any actual or threatened eminent domain proceeding or other action by any
person having the power of eminent domain (the "Condemnation "), then and in that event the term of this
Lease shall terminate upon Condemnation and any award to Landlord.
SECTION 16.2. In the event that a portion (but less than all) of the Premises or any interest
therein, including but not limited to the right of free access to the Premises, shall be so taken, requisitioned or
sold as to render the remaining portion of the Premises, in the sole opinion of Tenant, unsuitable for Tenant's
use, then the Tenant may, at its option, terminate this Lease and the term hereof upon Condemnation and
any award shall be divided between the Landlord and the Tenant in the same manner and upon the same
conditions as set forth in Section 16.1. Such option shall be exercised by the Tenant by written notice to the
Landlord not less than thirty (30) days prior to the date on which possession of such portion of the Premises
shall be taken. If the Tenant shall not so elect to terminate this Lease and the term hereof then, upon the
payment of any award arising from such condemnation, the amount received shall be paid to and held by
Landlord and used in defraying the cost and expense of making repairs to and alterations of the
improvements on the Premises for the purpose of restoring the same to an economic architectural unit to the
extent that may have been made necessary by such Condemnation, and the balance, if any, remaining shall
be paid to the Landlord.
SECTION 16.3. In case the taking of part of the Premises by Condemnation renders the Premises
untenantable in whole or in part, rent shall abate until the Premises are again fully tenantable. If, as a result
of any such taking, the area of the Premises is permanently reduced basic rent hereunder shall be reduced in
proportion to the reduction in area of the Premises.
17. MISCELLANEOUS
SECTION 17.1. The captions of this Lease are for convenience only and are not to be construed as
defining or limiting in any way the scope or intent of the provisions hereof.
SECTION 17.2. If any term or provision of this Lease shall to any extent be held invalid or
unenforceable, the remaining terms and provisions of this Lease shall not be affected thereby, but each term
and provisions of this Lease shall be valid and be enforced to the fullest extent permitted by law.
SECTION 17.3. This Lease shall be construed and enforced in accordance with the laws of the
state in which the Premises is located.
SECTION 17.4. Landlord and Tenant agree that this Lease is not in consideration for or dependent
or contingent in any manner upon any other contract, lease or agreement between them and that the term,
rental and other provisions of this Lease are not intended by said parties to be tied in with any other such
contract, lease or agreement; but on the contrary, this Lease and all of its provisions are entirely and
completely independent of any other transactions or relationship between the parties.
SECTION 17.5. The failure of the Landlord to enforce any term, covenant, condition, or agreement
hereof by reason of its breach by the Tenant after notice had shall not be deemed to avoid or affect the right
of the Landlord to enforce the same term, covenant, condition or agreement on the occasion of the
subsequent default or breach.
SECTION 17.6. All signatories to this Lease represent and warrant that he /she /they are sufficiently
authorized to enter this Lease on behalf of their respective parties.
IN WITNESS WHEREOF, the Landlord and the Tenant have caused these presents to be executed
as of the day and year first hereinabove written.
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LANDLORD:
WASTE MANAGEMENT OF WASHINGTON, INC.
By:
X S T. MOR AN
rized Representative
TENANT
CITY jr, E Y, WASHINGTON
By:
Nam
Title:
WASpokaneValleytstStreetl-ease Final 9 -2 -2009
EXHIBIT A
DEPICTION OF LEASED PREMISES
11804 E. 1" Avenue, Spokane Valley, WA,
identified by the Spokane County Tax Assessor
as
Parcels 45211.0518, -0511 and -0510 ('Premises ")
WASpokaneValleylstStreetLease Final 9 -2 -2009
a
T
N
N
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