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07-077.00 Spokane County Precinct Lease 12cturn To: City of Spokane Valley 11707 East Sprague Avenue, Suite 106 Spokane Valley, Washington 9y2116 • LEASE AGRrF~'I_ENT BETWEEN CITY OF SPOKANE VALLEY ANl) SPUI{Ai\tE COiJNTY RFGA12U1NC T1FIE SFOKAIIF VALLEY PI2ECINCT BU77J1)li\`C: LOCATF_D A`I' 12710 EAST SYI2AGUE, SPOKAlYI VALLEY `I"his Lease Agreement is entered into by t.hc City of Spokane Valley (referred to as "City" or "Owner''), and Spokane County (referred to as "County" or "Tenant"), and jointly referred to hereinafter as the "Parties." VIrHERLAS, the City is the owner of certain premises located at 12710 last Sprague Avenue, Spokane Valley, Washington, 99216, which have been used as the Spokane Valley Precinct 1uilding (referred to as "Precinct I~uilding" or "Premises"). \~1'1"IERGAS, the City obtains police services from County and the Spokane County Sheriff through a separate interlocal agreement. "I"hose police services are provided out of the Precinct Building, and currently comprise 56% of the use of the Premises. V~HEREAS, The Spokane County Sheriff also presently provides police services to citizens in the eastern part of unincorporated Spokane Cow~ty from the Precinct Building. Additionally, Spokane County District Court presently utilizes a portion of the Premises for adjudication of traffic infractions and small claims cases. The uses by Spokane County currently comprise ~1Q% of the use of the Premises. 1~V1-1GREAS; the Parties desire to enter into a leaso agreEment for the continued use of the Premises by Spokane County and the Spokane County Sheriffs Dcpartmc-nt. N°O~V, THEREFUI2E, in consideration of the mutual promises set forth herein, the Parties do hereby agree as follows: i. PURPOSE. The purpose of this Lease Agreement is to set forth the Parties' understanding retarding the terms and conditions under ~~~hich the County may occupy a portion of the Premises. The County currently occupies 44% of the Premises. 2. PREIVIISES. The terminology "Premises" shall mean that parcel of property located and any improvements thereon at 12710 East Sprague Avenue, Spokane Valley, Washington 99216. 7`he legal description of the Premises is as follows: Precinct l,.case Anrcement Pane 1 of 8 07-77 ~~ Parcel number 45222.0227 • Opportunity. The N 428 ft of the W '/z u('thc W % of TR 162 and the N 428 ft of the W '/2 of the .. C % of the 1.V % of SQ TR 162 and the W l0 ft of the ?~r 428 ft of the I/ '/: of the ~ % of the ~a '/2 of SD °I'R 1 G2. 3. Ci1~2~2EN7' USE ONE 'I'FJ]? P1t~A'lIS)r5. 7'he City agrees to allow the County to use a portion of the Premises on a yearly basis. County currently uses 44% of the Premises fur various purposes including but not limited to use by the Spokane County Sheriff. The Parties anticipate that County may continue to use up to 44% of the Premises for criminal justice purposes or purposes not incompatible with criminal justice related purposes until December 31, 2017. 4. Fi1Ti7RF iJSF OF TNF PREMISES. 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 it`s percentage usage of the Premises. In that event, the Party desiring to change the usage ratio shall give written notice to the other Party by ~9arch 1 to become cf~cetive in the subsequent year. Any change in the usage ratio shall be done through an addendum to this Lease Agreement, and shall specify any change. in the duration of the Lease Agreement, as set forth in Section 5, below. 5. TERM Oh' LEASE AGREEMENT. The term of ehis Lease Agreement shall begin on September 1, 2007, and expire on December 31, 2017. In the event of a change in use of the Prcrnises 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 180 days written notice to the other Party. This 180 day requirement is in recognition of the need for advanced budbetatry planning by both entities. 6. PAl'ivLENT. The base annual lease rate cost for 2007 is $9.92 per square foot, The Premises shall consist of 21,780 square feet for the purpose of calculating the lease rate and M&O rate. I~'or each _year thereafter, the lease rate shall be adjusted in an amount equal to the change in the Consumer Price Index (CPI) -All Urban Consumers. "I'he change in the CPI will be calculated by taking the CP[ average for the entire base year and comparinn it to the CPI average for the subsequent year. For instance, the CPI average for 2006 will be compared to t:he CPI average for the entire year of 2007 and the percentage difference will be applied to the lease rate of 2007 to determine the Icase rate for 2008. The C1Tl' will bill the COt.1NTY fur the cost of t:he lease payment as outlined, monthly, b}v the 15'h of the month. Monthly payments will be calculated by dividing those annual costs set forth herein above by twelve (l2). Payments by the COUNTY will be due by the S`h day of the following month. 7`he CI"I'Y, 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 imvest:ment: pool. 7. MA1N1'>\TANCIE; AND OPERATIONS COSTS. Maintenance and operations costs (referred to as "r14&.Q") include various categories of items including utilities (electric, water, sewer), garbage, janitorial services, inspection services, City indirect costs; capital improvements and other miscellaneous MR.p costs. M&O costs do not include telecommunications services or computer and computer nehvork services of any kind. M&O will be a number representing a square footage charge allocated to all occupants of the Premises based upon their percentage of square footage occupancy. The Parties acknowledge that there may be unanticipated, not budgeted M&O costs in any calendar }'car, as well as unanticipated, not Precinct Lease Agreement Nabe 2 of>3 • • budgeted, capital improvements in any calendar year. The City Vlana€er or designee shall notify the County Chief Executive Officer (C1:O) 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 phutned capititl improvements so long as they are received within fifteen (IS) days of the date of the notifie.ation to County. The City's determination of the necessity of the Capltrtl improvements shall be binding on the Parties. The City Manager or designee shall advise the County CEO or designee of any unant.icipaled, 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 imprrn~ement. The Parties understand that the cost of Capital lmprovements over 550,000.00 would be assessed in the year in which the improvement was made.. Provided; however, the I'AR'1°lES agree that the CITY will establish att amortization schedule for each capital improvement actually incurred having an actual cost of over 550;000.00. The amortization schedule shall reflect the true estimated useful life of the capital improvement-. The amortization schedule shall spread the CITY'S and COUNTY'S share of the capital improveanent cost over the established time frtme. l~or the purposes of this I.e~rse Agreement, fire COUNTY'S and Cl`I'Y'S share shall be calculated based upon each PA_R_Tl.FS actual usage of the Premises in the year in which the capital improvement was made. The. CITY'S share shall include the share of all other users other than the COUN'CY of the Premises, 'I"he ~unortization s~:hedulc m~iy extend beyond the term of this Lease Agreement or any renewal thereof. If either party terminates the Leirse Agreement, the C[TY agrees to pay the COU\'TY the un-depreciated portion of the amortization schedule for each capital improvement for which an amortization schedule had been prepared fi-om the date of the terminrrt.ion to the end of the amortization schedule. This amount shall be paid within sixty (60) calendar days of any such tern~ination. The CCI°Y will provide maintenance of the Premises and charge the COUN`fY for its proportionate use. The PARTIES agree that the estimated M&O will be based upon the City's budgeted M&0 for the County's 44% occupancy of the Premises. Monthly billings for M&O will be determined by dividing that yearly amount by twelve. `T'his formula will be used for each successive year in which this Lease Agreement is in effect. At the end of each calendar year, the PART[E•S shall apply the actual expenditures and the actual occupancy percentage to determine the final cost. ]t is the Pr1.RTIES 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 documentation. `l'he COUNTY 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 objcct.ion(s) must specifically identify the expenditure(s) in question. The CITY agrees to consider all written objections received from the COUNTY within thirty (30) c<lendar days of receipt of the objcctions(s). In the event that the P~RTl.ES cannot mutually resohre any written objection(s) submitted by the COUNTY within the dirty (30) calendar day time frame, or such other time frame as the• PAIL`I'lES 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 PARTI.rS agree that the COUNTY shall pay that portion ofthe bill that is undisputed. "fo the extent that the COUNTY was over billed in any year and the [ease Agreement is still in effect, the C[TY shall credit de COUhE"1°Y for such overpayment in tote next monthly payment owing by the COUNI`Y. Provided, however, in the event the Lease Agreement is terminated at such time that the overpayment is determined, the CITY shall reimburse the COUNTY for any overpayment within dirty (30) calendar days. To the extent that the COUN`I"Y was under billed in any year and the Lease Agreement is still in effect, the COUNTY shall reimburse the CITY for any underpayment in the next monthly payment owing by the Precinct Lease Agreement Page 3 of $ • • ~(7UlJ7~Y. Provided, 1~owew~er, in the event the .Lease A~eemenl is tcrininated at such tune that the uncEerp~}'ment is determined, the BOUNTY s1~a11 ~~imbursc the I"I-Y for any underpayment within tl3im,' (3U~ calendar days. ~,ither Party may at its sole option charge interest q]] any overpayment pr ut~derpay»~ent 1~ased on last interest earning I~ad die amount de#erm~ned due beci7 i~~vested in the respective FARTII~, investment pool a# the end oftl3e thirty {30} day time frame provided 1'or I~ereinabove to Chc date of payment. rtn}+ resolution o~ a dispk~ted amount througly use of the arbitration process identiFicd in Sec#ion 1 b shall include at the request of either Party, a detern~ination ofl3ether interest is appropriate, ine~ludii~g the amount. 'bhe ~iT will bill the CCU"~f~ for the cost of NIc&.~, as outlined; monthly, b~+ die 15i1' of the month. Monthly pay~~~ents will be calculated b}~ dividin tlynse annual costs set forth herein above 7~y twelve (~~), Payn~ents by the ~O~T~NTY will be due by the 5 day of ~:l~e #ollowia~g mcanl.h_ The CITY, at its sole option, may e~hargc interest on any late payment calculated on any lost int~erest earning had the amount due Veen invested since the date due to the date of payl~nent in tl~e CITY'S mves~nent pcaol, ror the purpose of this Lease 1l~mc.~cment tl~e ~I~I'Y shall burnish customary jtinitorlclesning service, electricity for lighting and operating of lo~v pay+~er usage ofFice machines, hest, norl33al ofF'~ce air conditioln5, and common area maintenance, during ordil3ai}+ busu~ess ours of~he Precinc# 1~uildin~;, ~_ IV~p~?TFiCA1'YO The PART[) may modify any #enn contained in t~~is 1Jease Agreement, but only by mutual written agreement. 9. AI,')['~~ATiC11~I AT1.DiTICl1V Oil )~(lVE1V)E1E1~1T ~OU~lTY shall not, ~vithaut Frst obtaining the ~+~ri~.ten coi3sent of the CITY, make any alterations, additions, ar improvements in, to, or about the Premises. 10, i~1~Jli_,41NE. ~p[JlJ'!" shall procure and maintain for the duration of the l.,case ~e~nei~t, insurance ~~~ii~st claims Ior injuries to persons or cla~nage to 1'~~emises which may arise from or in connect.io~~ with the OU~1T"'$ operation and use of the Premises, 1Vo >I,imitat'io1y. ~OU~N7'Y'S i~~ainte~3ancc of insurance as regkGired by the Lease At,*~-eemcnt sh€~l l not be co~~strued to limit the liability ob the BOUNTY to the coverage provided by such insurance, or othcru+isc limit the JT~"S recourse to ai3y remedy available at law or in eyuit~, A, Minimum scope olf lnsursxnee - COUP'"f~Y shall obt2~ii~ insurance ob the t}'pes described below: ~ , Comme~~cial [,cncral Liability insurance s1~al] be ~~~riCfen oi3 1~3s4~rance Service Offices (1S0) occurrence forrrt CG'i 00 Ol and shall cover prerr3ises and contractual litibilit~~_ The ]T shall be named as an insured on QUTY'S commercial general Liabilit~r ins~rsnce policy usir~~ LSO r~~dditional Insured-a~~agers or Lessors of Premises Form CG 2Q 1 I or a Subskitute endorsement pmvidin~; ec14Gi++~len# coverage, Precinct [,CnRC Agreement f'~ge 4 of 8 • ~. i'~~o a insurance sl~all be ~vrittei~ on an al I riSl~ basis, 14'i.inimlEm ,~mOllry Of .~n~Urryry~~ C:~LT~I'CY shill maintain the fc}Iloing insurance limits; a" Coirirncrcial General i~iabili[v insurance shall be ~+~ri#ten with limits no less than 1,~00.Q40 each occ~lrrence, ~,~00,00~ gene~~l aggregate. b. 1'r~oerty insurance sl~al] be ~~~~itben co~+ering the full ~+alue of ~~U,~ET perso~~al pro~rerty and improvements with no coinsurance provisions. B. Qtl~cr insurance Frn~~istorls -The insuri~nce policies are to contain, or be endorsed~ta contain, the following provisions for Co~~~mercial general I_iahility insuran~c; 1. 1'he ~~U~""fY' insurance coverage sh$ll be primary i~,surai~ce ikh respect to tl~e CITI'. Any insura~3ce, sc~lfi~insur~nce pool covcrace maintained by the 1~1'Y~ shall be excess of the ~UI~1T insur~lnce ~u1d steal l not cont~"Ibute ~vltl~ It" 2" `]'he 04JTY'S insurance sFlall k~e el~t~orse~cl f,o state that cover{~~;~ shall not be cancelled by' either party, except after thirty {30} days prior rittel3 notice by certified mail return receipt requested, has heen given to the CITY. Acceptal~iiity of .I,ISUrers - Insurance is to be placed with insurers with a current A.1~. Best eating of not less than A:II orwitl~ a I~isk ponl" D. Verification of ~nver$ge - ~pI~TY shall i~urnish the iT with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to t13e additional insured endorsement, e~ridencing the insurance requirements of the OU~'1'Y, ~~. 1~4'Hir~er of ubrog:~tion - OUi~T'I~Y ~md fI~Y hereby release and discl~ar,ge each other from al] claims, losses al~d IIa1J111~LCS aris1l~g from or caused by an~+ ha-rard covered by property insurance on or in connection ~vitl~ tl~e premises o~~ said building. Tl~is release shall appl}+ onl}' to tl3e extent that sucl~ claim; loss or liability is cove~~ed by insurance.. 1+. pity"s Property Insurance - 1T s~~al] purcl~ase and maintain during tl~e terl~~ oftl}e lease all-Fisk I~roper insurance covering k1~e Building fol' their hill r~placcment ~~alue ~+~3tl~out a~~}' coinsurance prc}visions. ] I , L~(DE~'1NLE'1~ATIOI~ At~'Il HELD HARMLES~~, A" CITY shill indemnify and hold harmless ~UT~' and i~S ofliCCrs, a~cn1's, and employees from all claims, actio1~s, suits, lirL#~i1it}+, loss, costs, expenses, and damages oFan~+ nature, by any reason of or arising o4Gt of any negligent act or omission of the ~T1~, its ol7icers agents, and employees relating i'o or arising out of ii's obligations under the Perms oli' this Lease Aement, In the e~~ent that any suit based upon such clalrn, action, loss, or damages is brought against ~~LTTY; ~1'1'Y slyall defend the sal"rte at its sole cost and e~:pense; provided tl~at (~~[.11J~1'Y~ resen~es the right to Precinct Le~sc rlKrecment >?~ge ~ bf 8 • • participate in s<1id 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. COUNTY shall indemnify and hold harmless CI'I"Y and its officers, agents; and employees from all claims, actions, suits, liability, loss, costs; expenses; and damages of any nat:urc, by any reason of or arising nut. of any negligent act or omission of the COUN7`Y, its officers agents, and employees relating to or arising out of its obligations under the terms of this 1.,ea,5e Aa~reement. 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, agcnte, and employees or jointly against COUNTY and CITY and/or their respective officers, agents and employees, COUN`T'Y shall satisfy the same. C. The foregoing indemnity is specifically intended to constihrte a waiver of each Party's immunity under Washington's Industrial Insurance Act, RCW ~ 1, respecting the other Party only, and only to the extent necessary to provide the indemnified Party with a full and complete indemnity of claims made by the indemnitor's employees. ~'he PARTIES acknowledge that these provisions were specifically negotiated and agreed upon by them. 12. NOTICES. All notices or other communications given hereunder shall be deemed given on: (1) die 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, postage prepaid addressed to the COUN'T'Y or the CI"1'Y at the address set forth below fa- such Party; or at such other address as either Party shall from time-to-time designate by notice in writing to the other Piny: COUNTY: Chairman of Board of County Commissioners or hisJher autltori2cd representative 1 l 16 1~Vest Broadway Avenue Spokane, Washington 99260 C11'Y: City of Spokane Valley City Manabcr or his/her authorized representative 11707 last Sprague Avenue, Suite 106 Spokane Valley, Washington 99206 13. COUNTERPARTS. 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. ASSICNVIENT. Neither lwty may assign in whole or part its interest in this Lease Agreement without t:he written approval of the other Party. 15. WItI'1'INGS CONTAINED HEREINBI~i `DING EFFECT. The PARTIES agree that. there are no other understandings, oral or otherwise; regarding the subject matter of this Lease Agreement. 'Phis Agreement shall be binding upon the PARTIES hereto, their successors and assigns. Precinct Lease Agreement 1'ngc Fi ~f $ • 16. DISPUTE RESOLUTION. Any dispute behveen the PARTIES which cannot be resolved behveen the PARTIES shall be subject to arbitration. rxccpt as provided for to the contrary herein, such dispute shall 1~irst be reduced to writing and considered by the COUNTY CFO and the CITY Manager. If the COUNTY C)/O and the Cl'fY ,Manager cannot resoh~e tl,c dispute it will be submitted to arbitration. 'I°he provisions of chapter RCW 7.04 shall be applicable to any arbitration proceeding. The COUNTY and the C1TY shall have the right to desilmate one person each to act as an arbitrator. The two selected arbitrators shall then jointly select s third arbitrator. The decision of the arbiU•ation panel shall be binding on the PA1i'I'lFS 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 1'AR"1°ll/S. 17. VENUE STIPULATION. This Lease Agreement has been and shall be construed as having been made and delivered within the :State of 1'Vashington and it is mutually understood and agreed by each Party that this Lease Agreement shall be governed by the laws of the State of 1~Vashington both as to interpretation and performance. Any action at la.+~, suit: in equity or judicial proceeding for the enforc.ernent of this L.e.ase Agreement, or any provision hereto; shall be instituted only in courts of competent jurisdiction within Spokane County, \~'ashngton. 18. SE~TF;RA.I3I:LI'I'Y. The PARTL(rS agree that if any parts, terms or provisions of this Lease Agreement a,•e 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 P~~RT[ES shall not be affected in regard to the remainder of the Lease Agrccrnent. If it should appear that any part, term or provision of this Lease Agreement is in conflict with any statutory provision of the Slate of Washington, then the part, term or provision thereof that may be in conflict shall be deemed inoperative and null and void insofa,• as it may be in conflict therewith and this Lease Agreement shall be deemed to modify t:o conform to such Statutory provision. 19. IZI:COltl7S. All public records prepared, owned, used or retained by tJ~c CITY in conjunction with this Lease Ag~reemcnt shall be deemed CITY property and shall be made available to the COUN"fY upon reyuest by the COUNTI' CEO subject to the attorney client and attorney work product privileges sex forth in statute; court rule or case law. The CITY will notify t11e COIJ~'TY of any public disclosure request under RCW 42.56 for copies or viewing of such records as well as the CITY'S response thereto. 20. TIME O1H~ ESSENCE FOR LEAST AGRFFMF\"I'. Time is of the essence for this I_.ease. Agreement, and in case either Party fails to perform the obligations on its part to be performed at the time fired for the performance of the respective obligation by the terms of this Lease Agreement, the other Party may, at its election, hold the other Party liable for all costs and damages caused by such de•la_y. 21. UNCONTRO.L.L.ADL.1~ CIRCUMSTANCE/IMI'OSSI:I31LI1'Y OF PERFOR,~•IA~\'CE. A delay or interruption in or failure of performance of all or any part of this Lease 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 resulting from any change in or new law, order, rule or regulation of any nature which makes complying. with the terms of this Agreement legally impossible, and any other circumstances beyond the control of the CITY Precinct I.casc Agreement 1'sge 7 of $ • • which render legally impossible the performance by the CITY of its obligations under this Lease Agrccment, shall be deemed not a default under this Lease Agreement. 22. i\`U ~1'A1V1/K. Nn officer, employee, or agent of the CI"1'Y or COUNTY has the power, right, or authority to waive any of the conditions or provisions of this Lease Agreement. \'o waiver of any breach of this Lease 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 construed as cumulative, that is, in addition to every other remedy provided herein or by law. °I'he failure of either Party to enforce, at any time, any of the provisions of this Lease Agreement or to require, at any time, performance by the other Party of any provisions shall neat, in any way, affect the validity of this Lease Agrccment or any part hereof. or the right of either Party to hereafter enforce each and every such provision. 23. SUl'K1tS1EJllK CLAUSIE. '1°he 1'arfies executed a document entitled "L~ASIJ AGRF~M~NT >~I?T4VETN CTTY Qr SPOKANt~ VAT..L<~Y A\'D SPOKANE COUNTY R.FGAR:taT1~~G TI•IE SPOKAN)/ VALLEY PItf;C1NC`I" BUlLD1NG LOCA7°E;17 AT 12710 L•`AS"C SPRAGUE, SPOKANE VALLEY" under Spokane County Resolution No. 20Uti-0584 and signed July 19, 2006 by David Rlercier, City vlanager. The caecution of this Lease Agrreement by the Parties, shall act as a termination of the above document and the provisions of this Lease Agreement shall supersede such document. IaATED: Cf the Board ~. l7antela Erickson llATEll: ~ ~~ .3 ~ (~ BUARU OF CUUN Y C ~'[[SS[QNFKS QF SPQKAl~tF.~,~~~ IZICI-I~RY7 Chairman BONNIE v~1j~~~GE-RyyV~icc-Chaff '~ .~~~~C / " C TODD MICLKE, Comrnissioner C F SPOKAI~TF VA>=.~.Tj'Y i~'! _ 1 David R~ercier, City vlanager Christine Bainbridge, City Clerk APPR.OVF..Ia AS TO rORM ONLY: Office he City A y °~ cotes `C s ~~Oa ~E cnG~~$~ • ~ l '~~ S&ru, .~ ~~~.~ Precinct l,case Agrccment P:~~c 8 of 8