06-062.00 Spokane County: Precinct Lease,~ \
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Returu To: City of Spokane Valle}~
11707 East Sprague Avenue, Suite 106
Spokane Valle}~, N'ashin~tun 99206
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LEAS:1; AGREEViEN`l' 13E1'WEEI\T Cl"I"Y OF SPOK.AYh: VALLEY A>\Tl) SPOKANE
COUNTY REGARDiir1G I'HE SPOKANE VALLEY PRECINCT BUTi.,11:NG LOCATED
AT 12710 EAST SPRAGUE, SPOKAl~TE VALLEY
Tlus Lease Agreement is entered into by the City of Spokane Valley (referred to as
"City' or "Owner"), and Spokane County (referred to as "County" or "Tenant"), ancJ jointly
referred to hereinafter as the "PARTIES".
WITNESS.ETH:
WHEREAS, the City is the owner of certain premises located at 1271.0 1/ast Sprague
Avenue, Spokane Valley, Washington, 9921 G, which have been used as the Spokane Valley
Precinct Building (referred to as "Precinct Building" or ".Premises") for approximately four
years.
WHEREAS, the City obtains police services from County and the Spokane County
Sheriff through a separate interlocal agreement. Those police services are provided out of the
Precinct Building, and currently comprise ~6% of the use of the Premises.
«'HEREAS, the Spokane County Sheriff also presently provides police seiviccs to
citizens in the eastern part of unincorporated Spokane County from the Precinct Building.
Additionally, Spokane County District Court presently utilises a portion of the Premises for
adjudication of traffic infractions and small claims cases. The uses by Spokane County ew-rently
comprise 44% of the use of the Premses.
V1'HEREAS, the City recently purchased the Premises from the County. The sale price
was $2,400,000. The consideration from City to County included application of $639,090 in
previously-recognized equity to the City towards the sale price, and a cash payment of $500,000,
leaving a balance of $1,260,91.0 as of June 1, 2006.
WHEREAS, the remaining balance of $1,260,910 as of June 1, 2006, will be paid as a
credit by City to County in the form of tenant use of the Premises by County as set forth in the
body of this Lease Agreement or as provided otherwise in this Lease A~-ecment.
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iVO~~', THEREFOEtE, in consideration of the mutual promises set forth herein, the
PARTII~S do hereby agree as follows:
1. >E'1TRPOSE. The purpose of this Lease Agreement is to set forth the PARTIES'
understanding regarding the tenors and conditions under which the County may occupy a portion
of the Preuiiscs. The County currently occupies 44% of the Premises.
2. i'R:E~MISES. The terminology "Premises" shall mean that parcel of property
located and any improvements thereon at 12710 East Sprague Avenue, Spokane Valley,
Washington 9216. The legal description of the Premises is as follows:
Parcel number 45222.0227
Opporhtnity. The v 428 ft ofthe W %Z of the W %z of TIt 162 and t:he N 428 fi of the 1~V
%z of the E %z of the W %z of SD TR. 1.62 and the W 10 ft of the i`142~ .ft of the C'/z of the )r %x of
the W %s of SD TR 162.
3. CURREI\'T USE Olj THE PREiY11SE5. The City agrees to allow the County to
use a portion of the Premises on a yearly basis. County currently uses 44% of the Premises for
various purposes including but not limited to use by the Spokane County Shcrifl: The PARTIES
anticipate that County may continue to use up to 44~% of the Premises for cruminal justice
purposes or purposes not incompatible with criminal .justice related purposes until December 31,
2017, or such time as the County's equity credit addressed iu Section 6 is exhausted or either
party tern~inates this Lease Agreement and the City pays the County any remaining equity credit
as provided for in Section 5 below.
4. FUTUR.~~ USE OF THE PREl~11SES. During the term of this Lease
Agreement, the PARTIES agree that County may desire to decrease its percentage usage of the
Premises, or City may desire to increase its percentage usage of the Frenvses. In that event; the
Party desiring to change the usage ratio shall give written notice to the other Party by March 1 to
become effective in the subsequent year. Any change in the usage ratio shall. be done through an
addendum to tlvs Lease Agreement, and shall specify any change in the drawdown of the equity
credit held by County as set forth in Section 6 below, and sny change in the duration of the T ease
Agreement; as set forth in Section 5, below.
5. TERNT O.f' LEASE AGREEMENT. The terns of this Lease Agreement shall be
retroactive to Jame 1, 2006, and expire on December 31, 2017. In the event of a change in use of
the Prerises pursuant to Section 3, above, the term of the .Lease Agreement may be modified.
Either Party may terminate this Lease Agreement for any reason whatsoever upon six months
written notice to the other Party, with notice to be made no later than June 30, of any year, such
that khe termination takes effect prior to or on December 31, of any year. ~1"his six month
requircmenl is in recognition of the need for advanced budgetary plamiing by both entities. In
the event of termination of this Lease Agreement by either Party, the City shall pay the County
any remaining equity credit owing as of the date of termination. Such pa}anent shall occur over
the same time frame that the County would have received the draw down addressed in Section 6
except there shall be no further CPI adjustments to the "use fee" as of .lamrary l'`` of any year.
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The square footage used as the basis of the payment shall be the square footage occupied by the
County on the date of the termination of the Lease Agreement. Said payrncnts shall occur on or
before December 315` of each year for that year.
6. PA1~lENT. The County will pay the City a "use fee" for its use of a portion of
the Premises by drawing down the County's equity credit in the Premises. The "use fee" does
not include payment for maintenance and operation costs related to maintain.iug the Premises,
tivhich are addressed separately in Section 7, below. The base monthly lease rate cost for 2006
shall be $9.61 per square foot. For each year thereafter, the lease rate shall be adjusted in an
amount equal to the change in the Consumer :Price Index (CPl) -All Urban Consumers. The
change in the CPI will be calculated by taking, the CPI average for the entire base year and
comparing it to the CPT average for the subsequent year. For instance, the CPI average for 2005
will be compared to the CPI average for the entire year of 2006 and the percentage difference
will be applied to the lease rate of 2006 to determine the lease rate for 2007.
7. iV~II\~'I'EiVA.I\'CE ANI;) OPERATTOVS COSTS. Maintenance and operations
costs (referred to as "M&O") include various categories of items including utilities (electric, water,
sewer), garbage, jaautorial services, inspection ser<riccs, City i.nduect costs, capital improvements
aald other miscellaneous MAO costs.
M&O costs do not include telecommunications services or computer and computer network
services of any kind. M&O will be a number representing a square footage charge allocated to
all occupants of the Premises based upan their percentage of square footage occupancy. The
PANTIES acknowledge that there may be unanticipated, not budgeted M&O costs in any
calendar year, as well as unanticipated, not budgeted, capital improvements in any calendar year.
The City Manager or designee shall notify the County Chief Executive Officer (CEO) or
designee in writing on or before September 1. of each calendar year of the planned capital
improvements for the Premises in excess of $4,999.99. City will consider the County's written
comments on the planned capital improvements so long as they are received within fifteen (15)
days of the date of the notification to County. The City's determination of the necessity of the
capital improvements shall be binding on the :PARTIES. The City Manager or designee shall
advise the County CEO or designee of any unanticipated, not budgeted, capital improvements
that may arise. The costs of any such capital improvements shall be allocated in the year of the
improvement and shall not be amortized over the life of the improvement
For the calendar year 2006, the COUI~jTY will continue to provide maintenance of the Premises
and charge the CITY for its proportionate use.
For calendar year 2007 and subsequent years, the CITY will provide maintenance of t11e
Premises and charge the COINTY far its proportionate use. The PARTIES agree that t:he
estimated M&O will be based upon the City's budgeted M&O for the County's 44% occupancy
of the Premises. Monthly billings for MRO swill be determined by dividing that yearly amount
by twelve. This formula will be used for each successive year in which this Lease Agreement is
in effect.
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At the end of each calendar year, the PARTiE.S shall apply the actual expenditures and the actual
occupancy percentage to deternline the fnial cost. It is the PARTIES intent that any adjustment take
place as soon as possible and accordingly will use their respective best efforts to timely prepare,
disseminate and review all expenditure doctunentation. The COUI\rl'Y will have sixty (60)
calendar days from its receipt of the expenditure documentation to provide the CITY with any
written objections(s) to such documentation. The written objection(s) must specifically identify the
expenditure(s) in question. The CITY agrees to consider all written objections received from the
COUNTY widen thirty (30) calendar days of receipt of the objections(s). In the event that the
PARTIES cannot mutually resolve any written objection(s) subrl>utted by the COUNTY within the
thi.r-ty (30) calendar day time frame, or such other time frame as the PARTIES may mutually agree,
the objections shall be resolved pursuant to the dispute resolution provisions set forth in Section No.
16. Pending resolution of the objections(s), the FARTIES agree that the COUNTY shall pay that
portion of the bill that is undisputed.
To the extent that the COUNTY was over billed in ariy year and the Lease Agreement is still in
effect, the C1TY shall credit the COUNTY for such overpayment in the next monthly payment
owing by the COUNTY. Provided, however, in the event the Lease Agreement is terminated at
such time that the overpayment is determined, the C1TY shall reimburse the COUNTY for any
overpa}~rrent within thirty (30) calendar days. `l'o the extent that the COUNTY was under billed i.n
any year and the Lease Agreement is still u~ effect, the COUNTY shall reimburse the CITY for any
underpayment in the next monthly payment owing by the COUI\TI'Y. Provided, however, in the
event the Lease Agreement is terminated at such time that the underpayment is determined, the
COUNTY shall. reimburse the CITY for any undet~~aylncnt within thirty (30) calendar days. )either
:Party may at its sole option charge interest on any overpayment or underpayment based on lost
interest earning had the amount determined due been invested in the respective PARTIES
investment pool at the end of the tl>jrty (30) day time frame provided for hereinabove to the date of
payment.
Any resolution of a disputed amount through use of the arbitration process identified in Section 16
shall uicludc at the request of either Party, a deternunation of whether interest is appropriate,
including the amount.
The CITY will bill the COUNTY for the cost of M&O, as outlined, monthly; by the 15`h of the
month. iVlonthly payments will be calculated by dividing those annual costs set forth herein above
by twelve (12). Payluents by the COUNTY will be due by the 5~' day of the follo~~~.ng month. The
C1TY, at its sole option, may charge interest on any late payment calculated on any lost interest
earning had the amount due been invested since the date due to the date of payment in the CITY'S
investment pool.
Por the purpose of this Lease Agreement the C1'C'Y shall furnish customary janitor/cleaning senTice,
electricity for lighting and operating of low power usage office macluncs, heat, nornial office air
conditions, and conunon area maintenance, during ordinary business ours of the Prcxinct T~uilding.
8. MOll11h~ICATIOI\'. The PARTIES may modify any term contained in this Lease
Agreement, but only by mutual written agreement.
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9. ALTERATIOVS, ADDITIO>\iS, OR IMPROVh~(\7 ANTS. COIJT~rI'1' shall not,
without first obtaining the written consent of the CITY, make any alterations, additions, or
improvements in, to, or about the Premises.
10. II~TSURAlYCE. COUNTY shall procure and maintain for the duration of the
Lease Agreement, insurance against claims for injuries to persons or damage to Premises which
may arise from or in connection with the COUNTY'S operation and use of the Premises.
No Limitation. COUNTY'S maintenance of insurance as required by the Lease A.greemcnt
shall not be construed to limit the liability of the COUNTY to the coverage provided by such
insurance, or otherwise limit the C1fY'S recourse to any remedy available at ]aw or in equity.
A. Minimum Scope of Insurance - COUNTY shall obtain insurance of the
types described below:
1. Commercial General I~iability insurance shall be written on
Insurance Service Offices (ISO) occurrence form C:G 00 O1 and shall cover premises and
contrachial liability. The CITY shall be named as an insured on COUNTY'S Commercial
General Liability insurance policy using ISO Additional hlsured-Managers or Lessors of
Premises Form CG 20 1 l or a substitute endorsement providing equivalent coverage.
2. Property insurance shall be written on an all risk basis.
Minimum Amounts of Insurance
COUN'T'Y shall maintain the following insurance Ivnits:
1. Commercial General T.iability insurance shall he written with
limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate.
2. Property insurance shall be written covering the fitll value of
COUNTY'S property and improvements with no coinsurance provisions.
13. Other Insurance Provisions -The insurance policies are to contain, or be
endorsed to contain, the following provisions for Commercial General Liability insurance:
1. The COUNTY'S insurance coverage shall be primary insurance
with respect to the CI'T'Y. Airy insurance, self-insurance pool coverage maintained by the CITY
shall be excess of the COUNTY'S insurance and shall not contribute with it.
2. The COUNTY'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.
C. Acceptability of Insurers -Insurance is to be placed with insurers with a
current A.V1. Best rating of not less than A:VII or with a risk pool.
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D. Verification of Coverage - COUN'CY shall furnish the CITY with
original certifcates and a copy of the amendatory endorsements, including but not necessarily
limited to the additional insured endorsement, evidencing the insurance reyuiements of the
COUI~r'1'Y.
E. ~~1'aiver of Subrogation - COUI\'TY 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 coruicction with the premises or said building. This
release shall apply only to the extent that such claim, loss or liability is covered by insurance.
Ia,. City's Property Insurance -CITY shall purchase and maintain during the
term of the lease all-risk property insurance covering the Building for their full replacement
value without any coinsurance provisions.
l 1. INDCa NINII;ICATION Ai~ID I-IOIJD HARrvIGFSS.
A. Cll'Y shall indenuiify and held harmless COUNTY and its officers, agents,
and employees from all claims, actions, suits, liability, loss, costs, expenses, and damages of any
nature, by any reason of or arising out of any negligent act or omission of the CITY, its officers
agents, and employees relating to or arising out of its obligations under the terms of this Lease
Agreement. In the event that any suit based upon such claim, action, loss, or damages is brought
against COUNTY, CITY shall defend the same at its sole cost and expense; provided that
COUi~ITY reserves the right to participate in said suit if any principle of governmental or public
law is involved; and if final judgment in said suit be rendered against COUNTY, and its offices,
agents, and employees or jointly against COUNTY and CITY and/or their respective officers,
agents and employees, CITY shall satisfy the same.
B. COUl\tTY shall indemnify and hold harnless CITY and its officers, agents,
and employees fiom all claims, actions, suits, liability, loss, costs, expenses, and damages of any
nature, by any reason of or arising out of any negligent act or onussion of the COUNTY, its
officers agents, and employees relating to or arising out of its obligations under the terms of this
Lease Agreement. In the event that any suit based upon such claim, action, loss, or damages is
brought against CITY, COUNTY shall defend the same at its sole cost and expense; provided
that CITY reserves the right to participate in said suit if any principle of governmental or public
law is involved; and if final judgment in said suit be rendered against CITY, and its offices,
agents, and employees or jointly against COUNTY and CITY and/or their respective officers,
agents and employees, COUI~rTY shall satisfy the same.
C. The foregoing indemnity is specifically intended to constitute a waiver of each
Party's immunity under R~ashington's Industrial Insurance Act, RCGV 51, respecting the other
Party only, and only to the extent necessary to provide the indemnified ]'arty with a fiill and
complete indenuiity of claims made by the indenviitor's employees. '1`hc PARTIES
acknowledge that these provisions were specifically negotiated and agreed upon by them.
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12. )\'OTiCES. All notices or other communications given hereunder shall be deemed
given on: (1) the day such notices or other communications are received when sent by personal
delivery; or (ii) the third day following the day on which the same have been mailed by first class
delivery, pos[age prepaid addressed to the COUNTY or the CITY at the address set forth below for
such Party, or at such other address as either Party shall from time-to-tune designate by notice in
writing to the other Party:
COUNTY: Chairman of Board of County Conunissioners
or lusher authorized representative
l l 16 West Broadway Avenue
Spokane, Washilgton 99260
C1TY: City of Spokane Valley City Manager
or lus/her authorized representative
11707 East Sprague Avenue, Suite 106
Spokane Valley, Washington 99206
13. COUI\`TFR.PAItTS. This Lease Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall be an original, but such
counterparts shall together constitute but one and the same.
14. ASSIGiY~IENT. neither Party may assign in whole or part its interest in this
Lease Agreement without the written approval of the other Party.
15. ~~'RITTNGS CONTATNL+"+ D HERETiYBI)\'DING Lr'FECT. The PARTIES agree
that there are no other understandings, oral or othern~ise, regarding the subject matter of this Lease
Agreement. This Agreement shall be binding upon the PARTIES hereto, their successors and
assignis.
16. DISPUTE I2ESOI..UTION. Any dispute between the PARTIES which cannot be
resolved beriveen the PARTIES shall be subject to arbitration. Except as provided for to the
contrary herein, such dispute shall f rst be reduced to writing and considered by the COUNTY CEO
altd the CITY Manager. If the COUNTY CEO and the CITY Manager catvlot resolve the dispute it
will be submitted to arbitration. The provisions of chapter RC«~ 7.04 shall be applicable to any
arbitration proceeding.
The COiJ~I"I"Y and the CITY shall have the light to designate one person each to act as an
arbitrator. The too selected arbitrators shah then jointly select a third arbitrator. The decision of the
arbitration panel shall be binding on the PARTIES and shall be subject to judicial review as
provided for in chapter RCW 7.04.
The costs of the arbitration panel shall be equally split between the PARTIES.
17. VENUE STiPUl,ATIQN. This Lease Agreement has been and shall be
construed as having been made and delivered within the State of 1Vashington and it is mutually
understood and agreed by each Party that this Lease Agreement shall be governed by the laws of
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the State of WWashington both as to interpretation and performance. Any action at law, suit in
equity or judicial proceeding for the enforcement of this Lease Agreement., or any provision hereto,
shall be instituted only in courts of competent jurisdiction «~ithin Spokane County, Washington.
18. SEVERA.BILITY. The PARTIES agree that if any parts, terms or provisions of
this Lease Agreement are held by the courts to be illegal the validity of the remaining portions or
provisions shall not be affected and the rights and obligations of the PARTIES shall not be affected
in regard to the remainder of the Lease Agreement. If it should appear that any part, term or
provision of this lease Agreement is in conflict with any statutory provision of the State of
Washington, then the earl, term or provision thereof that may be i.n conflict shall be deemed
inoperative and null and void insofar as it may be in conflict therewith and this Lease Agreement
shall be deemed to modify to conform to such statutory provision.
1~. RI+,CORDS. All public records prepared, owned, used or retained by die C1TY in
conjunction with this Lease Agreement shall be deemed CITY property and shall be made available
to the COi,NTY upon request by the COUN'>"Y CEO subject to the attomcy client and attorney
work product privileges set forth in statute, court rule or case law. The CITY will notify the
COUNTY of any public disclosure request under chapter ItC~~1~ 42.17 or RCW 42.56 for capies or
viewing of such records as well as the CI"1'Y'S response thereto.
20. TINIIE OF ESSL+"iYCE FOR LEASE ACII,JE;'EMEt~1'f. Time is of the essence for
this Lease Agreement, and in case either Party fails to perform the obligations on its part to be
performed at the lime fixed for the performance of the respective obligation by the teens of this
Lease Agreement, the other Party may, at its election, hold the other Party liable for all costs and
damages caused by such delay.
21. UNCOI\'TROT.,LABLE CIRCUITS T ANCE/T1\9POSSIBTI~:ITY Ole
PER.N'ORMA~ICE. A delay or interruption in or Failure of perforn~ancc of all or any part of this
I~ease Agreement resulting from uncontrollable circumstances shall be deemed not a default
under this Agreement.
A delay or interruption in or failure of performance of all or any part of this Lease Agreement
result-ttg from any change in or new law, order, rule or regulation of any nahrre which makes
complying with the tens of this Agreement legally impossible, ~u-rd any other circumstances
beyond the control of the CITY which render legally impossible the performance by the CITY of
its obligations under this Lease Agreement, shall be deemed not a default under this Lease
Agreement.
22. NO WAIVER. I~ro officer, employee, or agent of the CITY or COUNTY has the
power, right, or authority to waive any of the conditions or provisions of this Lease Agreement.
No waiver of any breach of this >..ease Agreement shall be held to be a waiver of any other or
subsequent breach. All remedies afforded in this Lease Agreement at law shall be taken and
constnred as cumulative, that is, in addition to every other remedy provided herein or by law.
The failure of either Party to enforce, at any tune, any of the provisions of this Lease Agreement
or to require, at any time, performance by the other Party of any provisions shall not, in any way,
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affect the validity of this Lease Agreement or any part hereof, or the right of either Parry to
hereafter enforce each and every such provision.
23. 11~tAIN'i"EVAi~1CE ANll OPERATIONS RESPOr`1SII31L1TIES. The PARTIES
executed a document under Spokane County Resolution No. 04-0677 entitled "II~~T>1RLOCAL
COOPERATION AGREEMENT BETVirEEN SPOKANE COUNTY AI~'D THE CITY OF
SPOKAT~'E VALLEY 1~VIT1-1 RLGARIa TO THE PRECINCT BUILDif~tG." Under the terms of
that document, the County agreed to provide M & 0 to the Premises. The City desires the
County to continue to provide M & O to the Premises from June 1, 200b through December 31,
2006. Accordingly the PARTIES agree that all provisions of this Lease Agreement relative to M
~C O, including but not limited to those in Section 7, shall commence as of~.ianuary 1, 2007.
Until that time frame, the County shall retain the responsibility of iVl & 0 for the Premises acid
the City shall retain the responsibility for payment to the County for such M & O as set forth in
that document executed under Spokane Cotu~ty Resolution No. 04-0677 entitled
"Q~TT LRLOCAL COOPERATIOi`1 AGREEIvfI/NT BET`VE1/N SPOK.AN~E COUNTY AMID
T1~E CITY OE SPOKANE VALLEY 1A~[TIl REGARJa TO THE PRECINCT BUTT D1I~rG."
IN WiTNE~SS WHEREOF', the PARTIES have caused this Agreement to be eaecutecl on
date and year opposite their respective si~~atures.
DA7"ED:~(, BOARD OF COUNTY CONiiVCISSIONERS
UU o~ cansl~ ~ OF SPOKANE COUNTI'~
~r
O~Oa~~ coG~~roy~
~ TOD MIEL ~ C-l~r~i an
ATTEST: ~ ~~~ MARK RI~PIARD, Vice-Chairman
1 o the Boar
Daniela Erickson A.RR1S, Commissioner
DATED: ~ e-~G C1TY OF SPOI{AI\'E VA.L~LEY
A ~'=S ~~
David Mercier, City Manager
s.i.
Christine Bainbridge, City Clerk
APPROVED AS 0 DORM ONLY:
Office the City tt: rney
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STATE Ol+ WASHINGTON )
ss.
County of Spokane )
On this day of 2006, before me, the undersigned, a Notary
Public in and for th State of ~Vashington my commissioned and s~,~rorn, personally appeared
DAVID M:I/RCIER, CITY i~1ANAGFR, t at c~ecuted the within and foregoing instrument, and
acknowledged the said instrument to be the free and voluntary act and deed of said political
subdi~Tision, for the uses and purposes therein mentioned, and on oath stated that he was
authorized to execute said instrument, and that the seal affixed is the seal of said City.
In` ~~r1T1\`ESS ~VFThr:E2LOF, I have hereunto set my hand and affixed my seal the day and
year first written above. _,
~O~ARY PUBT.IC in and f the _ ate b'~~~ "1
1Vash.ington, residing at ,,~.
My commission c~pires: -
iV1 ~~ ~0 /G :O i
~y~ ~ e~OJgo: ~z
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