Loading...
HomeMy WebLinkAboutGreyhound Lines, Inc. Lease Agreement 11.01.18LEASE AGREEMENT (Pasco — Greyhound) 1. PARTIES. This Lease Agreement (Lease) is made and entered into as of this I' day of November, 2018, by and between City of Pasco, a municipal corporation (Landlord) and Greyhound Lines, Inc., a Delaware Corporation (Tenant). 2. PREMISES. Landlord hereby leases to Tenant and Tenant hereby leases and takes from Landlord for the term, at the rental, and upon all the terms, covenants and conditions set forth herein, that certain real property at the Pasco Intermodel Transportation Facility (the Building) located at the corner of First Avenue and Tacoma Street, in the City of Pasco, County of Franklin, State of Washington, situated on the real property legally described in Exhibit A attached hereto (the Property), the leased premises comprising the exclusive use of approximately 960 square feet of building floor space commonly referred to as Ticket Agent Space as designated and shown on the floor plan attached hereto as Exhibit B attached hereto (the Premises), together with all improvements thereon and appurtenances thereto, including the nonexclusive right, in common with all others entitled to the use and enjoyment thereof, of Tenant and its subtenants, tenants, agents and licensees, and their respective officers, employees, business invitees, customers and patrons, of access to and from the Premises over and across all common area portions of the Building and adjacent portions of the Property, including common areas, lobby areas, walkways, driveways, bus and car parking areas, and the right, title and interest of Landlord in and to any adjoining streets, alleys, rights-of-way and easements belonging thereto. Tenant shall also have the exclusive right and privilege to use the four (4) designated bus loading and unloading area bus docks shown on Exhibit C and the nonexclusive right to use two (2) additional bus dock(s) as designed on said Exhibit C. Tenant shall also have the non-exclusive right and privilege to use the one (1) passenger car parking stall designated on Exhibit C, which Tenant may designate as fifteen (15) minute parking only for its package express customers. Landlord hereby reserves for its exclusive use and enjoyment all other portions of the Property and Building, including without limitation the roof, except such rights as expressly granted to Tenant hereby. 3. TERM. 3.1 Commencement and Termination Dates. The initial term of this Lease (Term) shall commence November 1, 2018 (the Commencement Date) and shall end at midnight on the day before the fifth (5h) anniversary of the Commencement Date, unless sooner terminated or extended pursuant to any provision hereof. 3.2 Extension Option. If the Lease is still in full force and effect, Tenant shall have one (1) option to extend the term hereof by five (5) years, provided Tenant is not, at the date of such election, in default hereunder of such a nature as would allow Landlord to terminate the Greyhound Lease Agreement 2018 Lease, and further provided written notice of the election of such option(s) shall be sent to Landlord not less than six (6) months prior to the expiration of the initial term. If said option is duly exercised by Tenant, the term of the Lease shall be automatically extended for the period of said option, without the requirement of any further instrument, upon all of the same terms, provisions and conditions set forth in the Lease as existed the last year of the initial term of the Lease; except that Rent shall be as determined by mutual agreement of the parties. 4. RENT AND OTHER CHARGES. 4.1 Rent. Rent payments shall begin on the commencement date listed in Section 3 above. Subsequent monthly rent payments shall be payable in advance, on or before the first day of each month of the Term. Rent shall be payable to Landlord at the address shown in Section 19 below, or to such other address as Landlord may designate by written notice as provided herein, without demand and without deduction, setoff or counterclaim. Rent shall be payable as follows: 11 Year of Lease (November 2018 — October 2019) $2,247.43/mo 2nd Year of Lease (November 2019 — October 2020) $2,314.85/mo Yd Year of Lease (November 2020 — October 202 1) $2,384.30/mo 4t' Year of Lease (November 2021— October 2022) $2,455.83/mo Yh Year of Lease (November 2022 — October 2023) $2,529.50/mo 4.2 Leasehold Excise Tax. Tenant shall also pay monthly to Landlord contemporaneous with each Rent payment, the required statutory Washington State Leasehold Excise Tax (currently 12.84% and as amended) as required by law. Leasehold Excise Tax payments shall be payable as follows, but is subject to change if the rate is amended: 1 st Year of Lease (November 2018 — October 2019) $288.57/mo 2nd Year of Lease (November 2019 — October 2020) $297.23/mo 3rd Year of Lease (November 2020 — October 202 1) $306.14/mo 4th Year of Lease (November 2021— October 2022) $315.33/mo 5th Year of Lease (November 2022 — October 2023) $324.79/mo 5. USE OF PREAUSES. The Premises shall be used by Tenant for the provision of passenger and freight bus transportation services and for other uses incidental thereto and for no other use or purpose without Landlord's prior consent. Tenant agrees to have an independent contractor on site providing passenger services throughout the duration of this Lease and will not abandon or vacate the ticket agent office for a period longer than 30 days, and any such event shall be a default hereunder. 6. LANDLORD'S REPRESENTATIONS, WARRANTIES AND COVENANTS. 6.1 Representations and Warranties. Landlord hereby represents and warrants to Tenant that as of the Commencement Date: Greyhound Lease Agreement 2018 (a) Landlord has full right, power and authority to grant the estate demised herein and to execute and perform all of the terms, provisions, covenants and agreements provided in this Lease; (b) to the best of its knowledge, there are no existing or proposed plans for the widening of any street adjacent to the Premises; (c) to the best of its knowledge, there are no condemnation proceedings or eminent domain proceedings of any kind pending, contemplated or threatened against the Premises; (d) to the best of its knowledge, there are no suits, judgments from any governmental authority relating to any violation of any health, pollution control, building, fire or zoning laws of any governmental authority with respect to the Premises and there is no litigation or proceeding pending or threatened against or affecting the Premises; (e) no commitments have been made by Landlord to any governmental authority, utility company or other organization relating to the Premises which would impose an obligation upon Tenant to make any contributions of money or dedications of property or to construct any improvements; (f) to the best of its knowledge, the Premises currently complies with all applicable building and construction codes and laws affecting the Premises or common areas appurtenant to the Premises, including the Americans with Disabilities Act (or the laws affecting handicapped access); and (g) to the best of Landlord's knowledge, the Premises does not contain any asbestos or Hazardous Materials (as defined in Section 24.10 herein) and Landlord has not been notified of any violation of any Federal, State or local law, ordinance or regulation relating to industrial hygiene or to the environmental conditions on, under or above the Premises including, but not limited to, soil and ground water condition, and Landlord is not aware that any previous occupant of the Premises has used, generated, manufactured, stored or disposed of on, under or above the Premises any Hazardous Materials. Except as specifically set forth herein, neither Landlord nor its agents have made any representations with respect to the Building, the Property, or the Premises. No rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Lease. Tenant accepts the Premises as -is. The taking of possession of the leased property by the Tenant shall be conclusive evidence that the Premises and the Building of which the same form a part were in good condition at the time possession was taken. 6.2 Covenants. Landlord covenants that, as of the Commencement Date, all Building Systems, including building fixtures and equipment, plumbing and plumbing fixtures, electrical and lighting systems, any fire protection sprinkler system, ventilating equipment, heating system, air conditioning equipment, roof, skylights, doors, overhead doors, windows, dock levers, elevators, and the interior of the Premises shall be in good operating condition; Greyhound Lease Agreement 2018 7. QUIET ENJOYMENT. Landlord covenants and agrees that so long as Tenant observes and performs all of the agreements and covenants required of it hereunder, including without limitation the obligation to pay Basic Rent, Leasehold Excise Tax payments and additional rent excise tax payments as may be negotiated for any extension, Tenant shall peaceably and quietly have, hold and enjoy the Premises for the Term without any encumbrance, interference or hindrance by Landlord, its agents or employees. 8. UTILITIES, REPAIRS AND MAINTENANCE. 8.1 Landlord's Repairs and Maintenance. Landlord shall: (a) Provide or cause to be provided to the Premises adequate heating and air conditioning, hot and cold water, electricity, natural gas, sanitary sewer, and garbage disposal services; (b) Provide or cause to be provided to the common areas normal janitorial services, security, and landscaping; and (c) Maintain and promptly make, upon receipt of notice from Tenant, to the remainder of the Property and Building excluding the Premises, all necessary exterior repairs including landscaping, snow removal, and common area maintenance, all repairs, replacements or retrofitting of a permanent character (including, but not limited to, components in the air conditioning, boiler and heating systems, sprinkler system, gas lines, electrical and plumbing fixtures and hot water systems, including heaters), and all floors and floor surfaces, driveways, parking lots, bus docks, walls, roof (including water tightness), foundation, footings, Building Systems (as herein defined) and structural repairs, support systems, strenghtenings, alterations, reconstructions, or additions necessitated by reason of lapse of time, weakness or decay, insect infestation. Building Systems shall mean HVAC, underground water, sewer, electric and other utility lines. Tenant shall give Landlord access to the Premises at all reasonable times, without charge or diminution of rent, to enable Landlord to examine the same and to make such repairs, additions and alternations as Landlord may deem advisable or is required hereunder to accomplish, including the right to show the Premises for the purpose of a potential sale or lease. 8.2 Tenant's Repairs and Maintenance. Tenant shall make all other ordinary interior repairs and maintenance to the Premises and replace broken glass in the Premises, and shall provide for and pay directly all costs related to installation of telephone, data and cable TV lines, and shall promptly repair and replace any portions of the Premises or Building damaged by the negligence or intentional misconduct of Tenant or its employees, customers, invitees, officers, agents or contractors. 8.3 Surrender of Premises. Tenant shall surrender the Premises in as good order, repair and condition as the same were in the commencement of the Term, damage by fire and items covered by extended coverage insurance, unavoidable casualty, reasonable wear and tear excepted. Greyhound Lease Agreement 2018 8.4 Limitation of Liability. It is understood that Landlord does not warrant that any of the utilities or services referred to above will be free from interruption by virtue of a strike or a labor trouble or any other cause whatsoever. Such interruption of service shall never be deemed an eviction or disturbance of Tenant's use or possession of the Premises, or any part thereof, nor shall it render Landlord liable to Tenant for damages, by abatement or reduction of rent or otherwise, nor shall it relieve Tenant from performance of Tenant's obligations under this Lease, nor shall Tenant be relieved from the performance of any covenant or agreement in this Lease because of such failure or interruption. Landlord reserves the right when reasonably necessary to interrupt service of any plumbing, ventilation, air-conditioning and electrical systems, when necessary, by reason of accident or emergency, or for repairs, alterations or improvements, which are in the reasonable judgment of Landlord necessary, until said repairs, alternations or improvements shall have been completed; provided, Landlord shall use its good faith efforts to minimize interruption to Tenant's business operations. Notwithstanding anything in this Lease to the contrary, Landlord or its agents shall not be liable for any damage to Tenant's property which is caused by the following: (a) Loss or damage to any property by theft or otherwise; (b) Any injury or damage to property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Building or the pipes, appliances or plumbing work therein or from the roof, street or sub- surface or from any other place or resulting from dampness, unless such injury or damage was within the reasonable control of Landlord; and (c) Landlord or its agents shall not be liable for interference with light or other incorporeal hereditaments, nor shall Landlord be liable for any latent defect in the Premises or in the Building. Tenant shall give prompt notice to Landlord in case of fire or accidents in the Premises or in the Building or of defects therein or in the fixtures or equipment. 9. ASSIGNMENT AND SUBLETTING. Except as otherwise specifically set forth herein, Tenant shall not, either voluntarily or by operation of law, assign, hypothecate or transfer this Lease, or sublet the Premises or any part thereof, without the prior written consent of Landlord in each instance which consent shall not be unreasonable withheld; however, the parties agree that if Landlord withholds consent based upon Landlord's disapproval of the proposed assignee's or subtenant's financial statements or the proposed assignee's or subtenant's incompatible use of the Building (including restrictions in other tenant's leases) such withholding of consent shall not be deemed unreasonable. The consent by Landlord to any assignment or subletting (including without limitation the Permitted Transfers described below) shall not be construed as relieving Tenant or any assignee of this Lease or sublease of the Premises from obtaining the express written consent of Landlord to any further assignment or subletting, or as releasing Tenant or any assignee or sublessee of Tenant from any liability or obligation hereunder whether or not then accrued. 9.1 Permitted Transfers. Notwithstanding the foregoing, Tenant shall have the right to enter into the following transfers (each a Permittee Transfer) without the prior consent of Landlord but in each case with notice to Landlord given not later than ten (10) days after such Permitted Transfer: Tenant may grant licenses and enter into contractual agreements with agents, ground transportation operators, charter operators, package operators, vending operators, and other businesses related to the Tenant's operations (each a Permittee Transfer); provided that, notwithstanding anything to the contrary in this Lease, Tenant may not sublease, assign, or Greyhound Lease Agreement 2018 otherwise transfer any interest in this Lease or the Premises to any local or regional bus service provider without Landlord's prior consent, which shall not be unreasonably withheld if, at the time its consent is requested, local or regional bus service is not being provided from the Building. Each Permitted Transferee shall abide by all the terms and conditions hereunder, and Landlord may require each Permitted Tranferee to enter into a written Terminal Operator Agreement with Landlord which may address certain issues as, but not be limited to, hours of operation, duties concerning the facility and granting of concession rights. Tenant shall require all such Permitted Transferees to obtain and maintain the property and liability insurance required to Tenant hereunder. 10. ALTERATIONS, IMPROVEMENTS AND ADDITIONS. Tenant, with Landlord's consent, may make any alterations, improvements, or additions in, on or about the Premises, which Tenant may deem necessary or desirable. All alterations, improvements, or additions made by it in, on or about the Premises (excluding Tenant's furniture, trade fixtures, equipment, and personal property) shall be deemed the property of Landlord upon the expiration or termination of this Lease. Tenant's personal property and its trade fixtures, including all machinery, equipment and furnishings, shall remain the property of Tenant, may be removed by Tenant at any time and shall be removed by Tenant at expiration or earlier termination of the Lease. Any personal property or Tenant not removed by Tenant by the end of the Term may, at Landlord's election, become property of Landlord or maybe disposed of or stored, at Tenant's cost and expense, any Landlord shall have no liability therefor. Tenant shall repair any damage to the Premises caused by Tenant's removal of its personal property or trade fixtures. 11. TAXES. 11.1 Payment of 'faxes. Landlord, during the Term, shall pay promptly when due, all general ad valorem real estate taxes and assessments which may be imposed upon the Premises, Property and Building, subject to inclusion as Operating Costs. Tenant shall pay all taxes assessed against and levied upon Tenant's trade fixtures, and all other personal property of Tenant contained in or around the Premises. 11.2 Definition of Real Estate Taxes. As used herein, the term real estate tax includes any form of tax, assessment, license and permit fees, rent tax, income tax, franchise tax, levy, penalty, or tax imposed by any authority having the direct or indirect power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage or other improvement district thereof or any public or quasi -public agency or governmental authority, upon any legal or equitable interest of Landlord in the Premises, upon Landlord's right to rent or business of leasing the Premises, or upon Tenant's use or occupancy of the Premises; specifically excluding, however, the statutory leasehold excise tax, which Tenant shall pay directly to Landlord as per Section 4.2 above. 12. INSURANCE. 12.1 Property Insurance. Tenant shall maintain throughout the Term, at its sole cost and expense, a policy or policies of insurance for the mutual benefit of Landlord and Tenant, against loss or damage to Tenant's personal property and leasehold improvements on the Premises and Greyhound Lease Agreement 2018 Property in the amount of the full undepreciated replacement cost thereof, against any perils included within the classifications of fire, vandalism, explosion, malicious mischief, special extended perils (all risk) and any risk covered by the so-called Extended Coverage Endorsement (including leasehold improvements). Such policy shall be written by a company reasonably acceptable to Landlord and shall provide that the same may not be canceled except upon 30 days prior written notice to Landlord and Tenant shall furnish to Landlord a certificate with respect thereto in connection with such policy. The City of Pasco shall be named as additional insured on all said policies and a copy thereof shall be supplied to Landlord contemporaneous with the execution of this Lease. 12.2 Public Liability. Tenant shall purchase and maintain commercial general liability insurance against claims for injury or death to persons or damage to property occurring on or about the Premises with minimum limits of liability of $2,000,000 combined single limit for each occurrence. Such insurance shall include but not be limited to bodily injury liability, personal injury, liability, property damage liability, broad form property damage liability, contractual liability and products/completed operations liability, and liquor liability (if sold or distributed) as follows at its sole expense. Said insurance shall list the Landlord as additional insured, shall be with insurance companies reasonably acceptable to Landlord and the Tenant shall provide certificates of insurance to the Landlord evidencing said insurance. 12.3 Self Insurance. Notwithstanding any other provision contained herein to the contrary, at any time when Tenant is the occupant of the Premises, the insurance obligations of Tenant hereunder (but not of any subtenant, licensee, agent, assignee, transferee, ground transportation operator, charter operator, package deliverer, food service provider, telegraphic, monetary or other transmittal operator, vending operator, other business operator, or Permitted Transferee of Tenant, each of whom must comply with the requirements of subsection 12.1 and 12.2 above) may be satisfied by endorsements to existing excess/umbrella blanket policies written by companies of recognized standing showing a self-insurance retention of not more than $1.5 million per occurrence for automobile liability and general liability insurance coverage. 13, INDEMNITY. Except as otherwise agreed herein, and to the extent permitted by law, each party agrees to indemnify and save the other party harmless from any and all claims, demands, costs and expenses of every kind whatsoever, including reasonable attorney's fees and for the defense thereof, arising from the indemnifying party's wrongful act or negligence in or about the Premises. In case of any action or proceeding brought against either party by reason of any such claim, upon notice from such party, the indemnifying party covenants to defend such action or proceeding by counsel reasonably satisfactory to the other party, unless such action or proceeding alleges the joining or concurring wrongful act or negligence of both parties, in which case both parties shall share in the defense of such action or proceedings in proportion to their degree of fault and to their respective negligence. 14. DAMAGE OR DESTRUCTION. If the Building or Premises is damaged or destroyed in whole or in part by fire or other casualty, and the estimated costs to repair such damage do not exceed $250,000 and the damage does not occur within the final one (1) year of the initial or any extended term hereof, Landlord shall repair and restore the Building and/or Premises to the condition existing as of the date possession of the Premises was originally delivered to Tenant Greyhound Lease Agreement 2018 hereunder. All Rent shall wholly abate in case the entire Premises is untenantable, or shall abate pro rata for the portion rendered untenantable in case of a part only is untenantable, until the Premises is restored to a tenantable condition; provided that if the damage or destruction was due to the negligence or intentional misconduct of Tenant, any Permitted Transferee, or any other party for whom Tenant is responsible, there shall be no abatement of Basic Rent, Leasehold Excise Tax payments or any additional rent. Landlord shall commence and complete all work required to be done under this Provision with reasonable promptness and diligence. If Landlord does not commence the repair or restoration within one hundred twenty (120) days after the damage or destruction occurs, or if repair or restoration will require more than one hundred eighty (180) days to complete, Tenant may, at Tenant's option, terminate this Lease by giving Landlord notice of Tenant's election to do so at any time prior to the commencement of the repair or restoration. In that event, this Lease shall terminate as of the date of such election. 15. CONDEMNATION. If all the Premises or a substantial portion thereof is taken by condemnation or under the power of eminent domain, or sold under the threat of the exercise of said power (all of which are herein called condemnation), this Lease, at Tenant's sole discretion, shall automatically terminate as of the date the condemning authority takes title or possession, whichever occurs first. If any other taking (of the Premises or otherwise) adversely and substantially affects Tenant's use, access, or rights of ingress or egress of or to the Premises, then Tenant may elect to terminate this Lease of the date the condemning authority takes possession. Tenant's election to terminate shall be made in writing within thirty (30) days after Landlord has given Tenant written notice of the taking (or in the absence of such notice, within fifteen (15) days after the condemning authority has taken possession). If Tenant does not terminate this Lease in accordance with this Provision 15, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that Basic Rent, Leasehold Excise Taxes, and Tenant's Proportionate Share shall be reduced in the proportion that the size of Tenant's Premises is reduced. In addition, Landlord, at its expense, shall promptly repair any damage to the Premises caused by condemnation and restore the remainder of the Premises to the condition existing as of the date Landlord initially delivered possession of the Premises to Tenant hereunder. Any award or payment made upon condemnation of all or any part of the Premises shall be the property of Landlord, whether such award of payment is made as compensation for the taking of the fee, the value of the leasehold estate represented by this Lease, or as severance damages; provided Tenant shall be entitled to pursue a separate claim for loss of or damage to Tenant's trade fixtures, removable personal property, and for Tenant's relocation and moving expenses. Landlord shall give notice to Tenant within five (5) days after receipt of notification from any condemning authority of its intention to take all or a portion of the Premises. Notwithstanding anything, expressed or implied, to the contrary contained in this Lease, Tenant, at its own expense, may in good faith contest, in a separate proceeding from that relating to Landlord's damages, any such separate award for loss of or damage to Tenant's trade fixtures, removal personal property, and Tenant's relocation and moving expenses. 16. DEFAULTS; REMEDIES. Greyhound Lease Agreement 2018 (a) The occurrence of any one or more of the following events shall constitute a default hereunder by Tenant: (i) The vacation or abandonment of the Premises by Tenant. Abandonment is herein defined to include, but is not limited to, any absence by Tenant from the Premises for twenty (20) days or longer while Tenant is in default of any provisions or term of this Lease. (ii) The failure by Tenant to make any payment of Basic Rent, Leasehold Tax payment or additional rent or any other payment required to be made by Tenant hereunder, as and when due (provided that Landlord shall not exercise any of its remedies unless and until Tenant has failed to cure such default within ten (10) business days after written notice from Landlord.) (iii) The failure by Tenant to observe or perform any of the express or implied covenants or provisions of this Lease to be observed or performed by Tenant, other than as specified in (i) or (ii) above (provided that Landlord shall not exercise any of its remedies unless and until Tenant has failed to cure such default within thirty (30) days after written notice from Landlord). (iv) Subject to current Federal codes and regulations governing Bankruptcy, (a) The making by Tenant of any general assignment for the benefit of credits; (b) the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within 30 days); (c) the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within 30 days; or (d) the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease where such seizure is not discharged within 30 days. (b) In the event of any such default by Tenant, then Landlord may elect either (i) to cancel and terminate this Lease, (ii) to terminate Tenant's right to possession only without terminating the Lease, or (iii) pursue any other remedy available at law or equity. In the event of election under (b)(ii) above to terminate Tenant's right to possession only, Landlord may, at Landlord's option, enter into the Premises, change the locks and take and hold possession of the Premises in accordance with applicable law, without such entry into possession terminating this Lease or releasing Tenant in whole or in part from Tenant's obligation to pay rent and other such charges that may be due hereunder for the full stated term. Upon such re-entry, Landlord may remove all persons and property from the Premises, and such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant. No re-entry or taking possession of the Premises by Landlord pursuant to this Section shall be construed as an election to terminate this Lease unless a written notice of such intention is given to Tenant or unless the termination thereof is decreed by a court of competent jurisdiction. Upon and after entry into possession without termination of the Lease, Landlord shall use reasonable efforts to relet the Premises, or any part thereof, for the account of Tenant, to any person, firm or corporation, other than Tenant, for such rent, for such time and upon such terms as Landlord, using reasonable Greyhound Lease Agreement 2018 discretion, shall determine, but Landlord shall not be required to accept any tenant offered by Tenant or to observe any instruction given by Tenant about such reletting. In any such case, Landlord may make repairs and redecorate the Premises to the extent reasonably necessary to secure a replacement tenant, and Tenant shall, upon demand, pay the costs thereof, together with all of Landlord's expenses of reletting, including but not limited to, reasonable brokerage fees and legal expenses. In the event that Landlord shall have terminated Tenant's right to possession only, Landlord shall have the right to further pursue any remedy at law or in equity that may be available to Landlord. (c) In the event Tenant ceases to conduct its business operations on the Premises or, if Landlord shall at any time be entitled to rent under this Lease pursuant to any of the covenants, conditions or agreements of this Lease either (i) after termination of Tenant's right to possession without termination of this Lease, or (ii) after the termination of this Lease, Landlord shall recover and Tenant agrees to pay the Basic Rent, Leasehold Excise Tax payments and any additional rent, together with late fees and interest, as provided in this Lease. (d) In the event that Landlord shall elect to terminate this Lease, then upon such termination Tenant shall (if it has not already done so) quit and surrender the Premises to Landlord and Landlord may recover from Tenant: (i) The worth at the time of award of any unpaid Rent and Leasehold Excise Tax payments which has been earned at the time of such termination; plus (ii) The worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus (iii) The worth at the time of award of the amount by which the unpaid Rent for the balance of the term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus (iv) Any other amount necessary to compensate Landlord for all the damage proximately caused by Tenant's failure to perform Tenant's obligations under this Lease or which is the ordinary course of things would be likely to result therefrom. As used in (d)(i) and (ii) above, the worth at the time of award is computed by allowing interest at 18% per annum compounded or such other maximum allowable interest rate would be aforesaid 18% rate violate any applicable laws or regulations. As used in (d)(iii) above, the worth at the time of award is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus 1%. (e) All rights, options and remedies of Landlord contained in this Lease shall be construed and held to be cumulative, and no one of them shall be exclusive of the other, and Landlord shall have the right to pursue any one or all of such remedies or any other remedy or relief which may be provided by law, whether or not stated in this Lease. No waiver or any default of Tenant hereunder shall be implied from any acceptance by Landlord of any Rent or other Greyhound Lease Agreement 2018 payments due hereunder or any omission by Landlord to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect defaults other than as specified in said waiver. The consent or approval of Landlord to or of any act by Tenant requiring Landlord's consent or approval shall not be deemed to waive or render unnecessary Landlord's consent or approval or to of any subsequent similar acts by Tenant. 17. SUBORDINATION ATTORNMENT AND NON-DISBURANCE; ESTOPPELS. Tenant hereby agrees that, if requested by Landlord, Tenant shall subordinate its interest in this Lease and Premises to any mortgage, deed of trust, or ground lease which now encumbers or hereafter may encumber the Premises or Property, provided that the mortgage, trust deed beneficiary, or ground lessor thereunder agrees in writing not to disturb Tenant's possession of the Premises absent a default by Tenant hereunder permitting this Lease or Tenant's right to possession to be terminated according to its terms. Tenant shall execute any and all documents reasonably required by Landlord to effectuate the foregoing sentence. Tenant shall, upon written request of Landlord, execute, acknowledge and deliver to Landlord or its designee a written statement stating: the date this Lease was executed; the Commencement Date, as well as the date of initial Term expiration; the date Tenant entered into occupancy of the Premises; the amount of Basic Rent and the date through which such Basic Rent has been paid; and certifying: that this Lease is in full force and effect and has not been assigned, modified, supplemented or amended in any way (or specifying the date of the agreement so affecting this Lease); that this Lease represents the entire agreement between the parties as to this leasing; that all conditions under this Lease to be performed by Landlord have been satisfied; that on this date there are no existing defenses or offsets which the Tenant has against the enforcement of this Lease by Landlord, and that not more than one month's rental has been paid in advance. 18. HOLDING OVER If, with the written consent of Landlord, Tenant remains in possession of the Premises after the expiration or termination of this Lease, and without the execution of a new Lease, Tenant shall be deemed to be occupying the Premises as a tenant from month-to-month, subject to all of the conditions, provisions and obligations of this Lease insofar as they are applicable to a month-to-month tenancy, provided that Basic Rent shall be 125% of the Basic Rent applicable to the final month of the then -ending term, and Leasehold Excise Tax payments of 12.84% or as amended shall continue to be required. 19. NOTICES. All acceptances, approvals, consents, notices and demands or other communications required or permitted to be given or sent by either party to the other, unless otherwise provided, shall be deemed to have been fully given when made in writing and delivered in person or deposited in the United States mail, certified and postage prepaid, addressed to: LANDLORD: City of Pasco Attn: A&CS Department 525 North 3`d Avenue Pasco WA 99301 TENANT: Greyhound Lines, Inc. Legal Department — 350 N. St. Paul Street Greyhound Lease Agreement 2018 Dallas TX 75201 With a copy to: Greyhound Lines, Inc. Real Estate Department 350 N. St. Paul Street, Dallas TX 75201 The address and person to which any such written communication may be given or sent to either party may be changed by ten (10) days written notice given by such party as above provided. 20. SHORT FORM LEASE; RECORDING. This lease shall not be recorded. Upon request by Tenant, Landlord shall execute and deliver to Lessee, a Memorandum of Lease for recording purposes. Upon expiration or earlier termination hereof, Tenant shall, at Landlord's request, execute and notarize a recordable Release of Memorandum in form sufficient, when recorded in the real property records of the County in which the Premises are situated, to cause this Lease to be released of record. 21. WAIVER OF SUBROGATION. Landlord and Tenant and all parties claiming under or through them hereby mutually release and discharge each other, any other tenants or occupants of the building(s) in which the Premises is located, and the officers, employees, agents, representatives, customers and business visitors of Landlord or Tenant or such other tenants or occupants, from all claims, losses and liabilities arising from or caused by any hazard covered by property insurance on or in connection with the Premises, Building or Property, whether or not caused by the fault or negligence of a released party. This release shall apply only to the extent that such claim, loss or liability is covered by property insurance actually carried by the parties or which would be carried by property insurance required hereunder to be carried. 22. ENVIRONMENTAL COMPLIANCE BY TENANT. Tenant shall not cause or permit any Hazardous Material to be brought upon, kept or used in or about the Premises, Building and/or Property by Tenant, any Permitted Transferee, or any of its agents, employees, contractors or invitees without the prior written consent of Landlord. In order to obtain Landlord's consent, Tenant must demonstrate to Landlord's reasonable satisfaction that such Hazardous Material is necessary or useful to Tenant's business and will be used, kept and stored in a manner that complies with all laws regulating any such Hazardous Material so brought upon or used or kept in or about the Premises. Tenant shall be liable to Landlord for any and all clean-up costs and any and all other charges, fees and penalties imposed by any governmental authority with respect to Tenant's use, disposal, transportation, generation and/or sale of Hazardous Materials or other waste materials in or about the Premises, Building and Property. Tenant shall indemnify, defend and hold Landlord harmless from any and all costs, fees, penalties and charges assessed against or imposed upon Landlord as a result of Tenant's use, disposal, transportation, generation and/or sale of Hazardous Materials. Landlord shall indemnity, defend and hold Tenant harmless from any and all costs, fees, penalties and charges assessed against or imposed upon Tenant as a result of Landlord's use, disposal, transportation, generation and/or sale of Hazardous Materials. 23. RIGHT TO CONTEST. Notwithstanding anything expressed or implied to the contrary contained in this Lease, Tenant, at its own expense, may in good faith contest charges for taxes, utilities or mechanic's lien claims and, in the event of such contest, may permit the items Greyhound Lease Agreement 2018 contested to remain unpaid during the period of the contest and any appeal therefrom; provided that such non-payment shall not be permitted to cause a loss or forfeiture of any part of the Premises or otherwise impose any losses, costs or expenses on Landlord or any other tenant or occupant of the Premises Should any refund be made of any charges paid by Tenant, the amount of such refund shall belong to and be paid to Tenant. 24. MISCELLANEOUS. 24.1 Signs. Tenant may erect signage relating to its business on the exterior or interior of the Premises as and to the extent set forth in Exhibit D attached hereto, in accordance with applicable laws, codes and ordinances. Landlord shall have the right to review and approve the design of Tenant's signage, such approval shall not be unreasonably withheld. 24.2 Severability: Choice of Law. The invalidity or unenforceability of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of the remainder of this Lease of any other provision hereof. This Lease shall be governed by the laws of the State of Washington with venue to be in Franklin County, Washington. 24.3 Effect of Waivers. No waiver by Landlord or Tenant of any provision hereof shall be deemed a waiver of any other provision or of any subsequent breach by Tenant or Landlord of the same or any other provision. Landlord's consent to or approval of any act by Tenant shall not be deemed to render unnecessary the obtaining of Landlord's consent to or approval of any subsequent act by Tenant. 24.4 Cumulative Remedies. No remedy or election hereunder by Landlord shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 24.5 Entire Agreement. This Lease and any addenda and exhibits attached hereto or to be attached hereto, set forth all of the covenants, promises, agreements, and conditions between Landlord and tenant concerning the Premises and this Lease and there are no covenants, promises, agreements or conditions, either oral or written, between them. This Lease may not be modified or amended in any manner except by an instrument in writing executed by both of the parties hereto. 24.6 Attachments, Headings, Terms. All attachments and exhibits referred to herein are hereby incorporated by reference into this Lease. The headings and underscorings contained herein are for convenience purposes only and shall not be used to interpret or define nor be deemed to extend or limit the specific sections. The word or words enclosed in quotation marks shall be construed as defined terms for purposes of this Lease. The terms landlord and tenant shall be construed to mean, when required by the context, the affiliates, subsidiaries, directors, officers, employees, invitees, contractors, materialmen, servants and agents of Landlord and Tenant. 24.7 Attorney's Fees. If either party named herein brings an action to enforce the terms of this Lease or to declare rights hereunder, the prevailing party in any such action, on trial or Greyhound Lease Agreement 2018 appeal, shall be entitled to his reasonable attorney's fees to be paid by losing party as fixed by the court. 24.8 Relationship of Parties. This Lease does not create the relationship of principal and agent or a partnership of joint venture, or of any association other than that of landlord and tenant. 24.9 Successors and Assigns. This Lease shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, executors, administrators, personal representatives, successors and assigns with the same effect as if they were in every case specifically named. 24.10 Hazardous Materials. The term Hazardous Materials as used herein shall include but not be limited to asbestos, oil, gasoline, petroleum and petroleum products, explosives, dangerous substances, pollutants, contaminants, hazardous wastes, toxic substances, and any other chemical, material or related substance exposure to which is prohibited or regulated by any governmental authority having jurisdiction over the Premises, any substances defined as hazardous substances, hazardous materials or toxic substances in the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, by Superfimd Amendments and Reauthorization Act 42 U.S.C. 6901, et seq.; the Hazardous Materials Transportation Act, 42 U.S.C. 6901, et seq.; Clean Air Act, 42 U.S.C. 7901, et seq.; Toxic Substances Control Act, 15 U.S.C. 2601, et seq.; Clean Water Act, 33 U.S.C. 1251, et seq; the laws, regulations or rulings of the state in which the Premises is located or any local ordinance affecting the Premises; or the regulations adopted in publication promulgated pursuant to any of such laws and ordinances. 24.11 Force Majeure. Either party shall be excused from the performance of its obligations hereunder for such period of time as such party is prevented from performing same by reason of act of God, act of war, riots, labor disputes or lockout or labor strikes; provided that nothing herein shall excuse from the timely and complete payment by Tenant of Basic Rent and all other additional rent and charges payable by Tenant hereunder. 24.12 Landlord's Lien. To the extent permitted by law, Landlord expressly waives any common law, statutory or contractual landlord's lien or other similar right or lien Landlord would ordinarily be afforded by virtue of this Lease or any property of Tenant used or located within the Premises, including but not limited to buses. 24.13 Rules and Regulations. Tenant shall observe reasonable Rules and Regulations established and amended by Landlord for the Building from time to time upon reasonable notice from Landlord to Tenant. 24.14 Late Charges. Tenant acknowledges that a late payment of Basic Rent or other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which is difficult to ascertain. Such costs may include, but not be limited to, processing and accounting charges and penalties imposed by terms of any contracts, mortgages or deeds of trust covering the Building. Therefore, in the event Tenant should fail to pay any installment of rent or any sum due hereunder for five (5) days after such amount is due, then Tenant shall pay Greyhound Lease Agreement 2018 Landlord as additional rent, a late charge equal to ten percent (10%) of the amount owing. Notwithstanding the above, nothing contained in this Section shall be deemed to preclude Landlord from exercising any other right or remedy Landlord may have under this Lease in law or equity, in addition to or in lieu of the above late charges. 24.15 Time. Time is of the essence of this Lease with respect to the performance of every provision of this Lease in which time or performance is a factor. 24.16 Authority. If Tenant is a corporation, each individual executing this Lease on behalf of said corporation represents and warrants that she/he is duly authorized to execute and deliver this Lease on behalf of said corporation in accordance with a duly adopted resolution of the Board of Directors of said corporation in accordance with the Bylaws of said corporation, and that this Lease is binding upon said corporation in accordance with its terms. At Landlord's request, Tenant shall deliver to Landlord a certified copy of a resolution of the Board of Directors of said corporation authorizing the execution of this Lease. M WITNESS WHEREOF the parties hereto have executed or caused this instrument to be executed as of the day and year first written. Landlord: CITY OF PASCO City Manager Date: �Ctnud!21 _.2019 APPROVED AS TO FORM: Law PLLC, City Attorneys Greyhound Lease Agreement 2018 Approved as to By ►!� Tenant: Attorney GREYHOUND LINES, INC., a Delaware Corporation Chandra McCormack Chief Financial Officer Date:. A rZ1-t A 2 1 i .2019 STATE OF WASHINGTON ) :ss County of Franklin ) On this day personally appeared before me DAVE ZABELL, City Manager for the City of Pasco, Washington, 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 therein mentioned. GIVEN under my hand and official seal this 15 day of -JCA 17 UlC 2019. Publici State fhington ;. 1 • • EXPIRES August 7,2019 1 STATE OF TEXAS ) COUNTY OF DALLAS so t• (,c1 1�7 Notary Public K ar? for the State of—Washington Residing at 1 a SCA My Commission Expires ss. I certify that I know or have satisfactory evidence that Chandra McCormack, Chief Financial Officer for Greyhound Lines, Inc. is the person who appeared before me, and said person acknowledged that he signed this instrument and acknowledged it to be his free and voluntary act for the uses and purposes mentioned in the instrument. Dated this l dayof\)Ar,,XAAe-q 2019. MICHAEL BRUCE ERICKS014 F J`ia''Y PVe , Notary Public. State of Texas ' e? Comm. Expires 04-242021 Notary ID 125267995 Greyhound Lease Agreement 2018 Signature of Notary Notary Public for the State of Texas, residing at 2 5 , 5- W F -l_ dj—E A My appointment expires 4 - 2 4 —1"f - EXHIBIT A Legal Description of Property Lots 3, 4 & Lots 13-18, Block 1, N.P. Plat together with the vacated north/south alley lying easterly of the east projection of the south line of Lots 1, 2, 3 & 4 together with the north half of the vacated east/west alley together with vacated Tacoma Avenue lying between the centerline of vacated Nixon Street and the north right-of-way line of Sylvester Street together with the south half of vacated Nixon Street lying east of the northerly projection of the west line of the vacated north -south alley and west of the east right-of-way line of Tacoma Avenue. ACTUAL DEVELOPMENT BOUNDARY N q P4 f _ i1 n 1J fat 11 t 1 13 n -F 19 Greyhound Lease Agreement 2018 MM, I \I-V EXHIBIT B Premises Diagram/Floor Plan Greyhound Lease Agreement 2018 Greyhound Lease Agreement 2018 V C5 x `=X� 4 C o =i cn t Cy Z U a 0 .. ,� I �d EXHIBIT C Bus Docks: Parking Area Diagram EDIT D Tenant's Approved Signage Greyhound Lease Agreement 2018 1_ z 13 fL C) z c� _0 w En f ii D hi V W iI W iL z Lr1 2 Ul 2 w F K z =iao ii: i a.s 7i 13 --- irl Greyhound Lease Agrccmcnt 2018 0 Do bw w z 0 0 lz f- z WNW Greyhound Lease Agreement 2018 C w C,r I z C) U) it 0 z MMMW U) 1 d _z w a w z a -o E I- z Ul a tL' I tM E w n Greyhound Lease Agreement 2018 #` z W F 0 z �r Z 0 } Ic m I A Greyhound Lease Agreement 2018