HomeMy WebLinkAbout7517759 2023, Lease Agreement for Office Space - WDFW, Michele Brady -DocuSign Envelope ID: 71EE21A9-D820-4863-84DE-4FA003CB5D7E
LEASE AGREEMENT FOR OFFICE SPACE BETWEEN THE CITY OF
AUBURN AND THE WASHINGTON STATE DEPARTMENT OF FISH AND
WILDLIFE
THIS LEASE AGREEMENT (the "Lease"), is entered into this
(the "Lease Date") by the City of Auburn, a Washington municipal
corporation ("Landlord" or "City") and the State of Washington, Washington Department of Fish
and Wildlife, acting under a delegation of authority from the Department of Enterprise Services or
its successor Washington state government entity, in accordance with RCW 43.82.010 ("WDFW"
or "Tenant").
RECITALS:
1. The City owns the Game Farm Park Administration Building described in Exhibit A to this
Lease and has unused office space in it; and
2. WDFW is in need of office space to serve its regional operations needs; and
3. The Department of Enterprise Services has the authority to lease property or to delegate leasing
functions to WDFW and has delegated that authority to WDFW for this Lease; and
4. The Parties deem it to be in the best interest of the public to enter into this Lease;
NOW, THEREFORE, in consideration of their mutual promises set out in this Lease, WDFW and
The City of Auburn agree as follows:
ARTICLE 1: PREMISES LEASED
1.1) For and in consideration of the rent and performance by Tenant of the terms and conditions
and the mutual covenants in this Lease, Landlord agrees to lease to Tenant, and Tenant agrees to
lease from Landlord, the approximately 1,972 square feet of office space in the Game Farm Park
Administration Building (Administration Building) depicted in Exhibit A (the "Premise") being
located at 2840 Riverwalk Dr. SE, Auburn, WA 98002 (the "Property"). The Tenant shall also
have shared access and use of the Common Areas defined in Section 1.3, which includes the
"Vehicle Parking Area". The City reserves the right to immediate access through the Vehicle
Parking Area at all times and without permission or consent of the Tenant.
1.2) Tenant acknowledges and agrees that it is relying solely on its inspection and investigation
of the Premises, and accepts the property "AS -IS, WHERE IS" in its present condition with no
warranties of any kind, expressed or implied, either oral or written, made by Landlord or any
employee, agent or representative of Landlord with respect to the physical condition of the
Premises. Tenant shall have determined to its satisfaction upon its execution hereof that the
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Premises can be used for the purposes it intends and which are described in Article 4 below and
permitted under this lease. Tenant acknowledges and agrees that neither Landlord nor Landlord's
employees, agents, representatives or otherwise have made, and does not make any representations
or warranties of any kind or character whatsoever, whether expressed or implied, with respect to
the habitability, leaseability or suitability for commercial purposes, merchantability, or fitness for
a particular purpose of the Premises. The presence or absence of any hazardous substances, wastes
or materials as defined by State, Federal or Local Law, all of which warranties Landlord hereby
expressly disclaims. Landlord does represent that, to the best of the Landlord's knowledge, without
duty of inquiry, there are no hazardous wastes or materials on, in or under the Premises.
1.3) Common Areas - Those certain areas depicted in Exhibit A totaling approximately 1,100
square feet located within the Administration Building and a vehicle parking are made available
for Tenants non-exclusive use. Such "Common Areas" include: corridors, restrooms, conference
room, and storage closet located within the Administration Building and a ("Vehicle Parking
Area") consisting of approximately nineteen (19) parking stalls and supportive drive aisles serving
the Administration Building. Tenant is responsible for coordinating with all other Administration
Building tenants when use of the conference room desired.
ARTICLE 2:
TERM
2.1) The term of this Lease shall be month-to-month beginning July 1, 2023 (the
"Commencement Date"), and terminating the last day of the calendar month following delivery of
a 30 day written notice pursuant to paragraph 2.2 below (the "Term"). If Landlord, for any reason
whatsoever, cannot deliver possession of the Premises to Tenant on the Commencement Date,
Landlord shall not be subject to any liability nor shall the validity of the Lease be affected;
provided, the term of this Lease shall commence on the date possession is actually tendered to
Tenant.
2.2) Termination — Either Party may elect to terminate this Lease by providing the other Party
with 30 days prior written notice of its election to terminate this Lease. Notice must be delivered
in accordance with Article 10 below. Tenant agrees to return the Premises in substantially the same
condition as it was upon Lease Commencement.
ARTICLE 3:
RENT
For the use, enjoyment, maintenance and utilities of the Premises and Common Areas, Tenant
agrees to pay Landlord "Rent" in the amount of $1,500.00 per month. Rent shall be paid in full
and delivered to City Hall — 25 W Main St, Auburn, WA 98001 on the 1St calendar day of the
month in arrears (example: Rent for July will be due August 1). Rent shall be paid without notice,
demand, offset, abatement or deduction of any kind. If commencing or terminating on a date other
than the first (1St) or last day of the month then the Rent will be pro -rated on a 30 -day per diem
basis. Landlord in its sole discretion reserves the right to adjust the Rent as it deems necessary by
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providing Tenant with no less than 30 days advanced written notice which will be delivered to
Tenant in accordance with Article 10.
ARTICLE 4:
PERMISSIBLE USES
Tenant shall use the Premises as office space for the conducting of Tenant's official business .
Landlord may permit additional uses that may be subject to additional requirements. Tenant agrees
to remain compliant with the most current version of the Auburn City Code as it may be updated
and/or amended during the term of this Lease.
ARTICLE 5:
MAINTENANCE
5.1) Landlord's Responsibilities - Landlord shall be responsible for the sole cost and expense
of all repair and maintenance to the exterior of the Administration Building including but not
limited to: landscaping, foundation, exterior walls, sidewalks, siding, exterior windows, exterior
doors, roof, gutters and downspouts as well as all interior and exterior mechanical systems
including: HVAC, electrical, plumbing and plumbing and electrical fixtures. Landlord shall further
be responsible for the repair and maintenance of the Common Areas, except for damage which
results from the act of negligence by the Tenant, its agents, servants, or employees. If Landlord
refuses or neglects to commence or complete repairs, either promptly or adequately, Tenant may,
but shall not be required to commence or complete the repairs and Landlord shall pay the costs of
such repairs.
5.2) Tenant's Responsibilities — Tenant shall be responsible for repair, maintenance to their
Premises located within Administration Building, including: interior walls, floors, and any non -
bath fixtures, normal wear and tear being acceptable. All repairs and maintenance shall be at the
sole cost and expense of the Tenant, except for damage which results from acts of negligence by
the Landlord, its agents, servants or employees, or when such damage is caused by any peril
included within the Landlord's property insurance coverage. If Tenant refuses or neglects to
commence or complete repairs within thirty days of written notice by the Landlord, Landlord may,
but shall not be required to commence or complete the repairs and Tenant shall pay the costs of
such repairs plus an additional 10% for administrative and management proposes to Landlord upon
demand. Tenant will keep their Premises free of undo waste and debris and in a clean and sanitary
condition at all times.
5.3) Janitorial — Tenant is responsible at its sole cost and expense for all janitorial needs and
services within their Premises, which Tenant covenants to maintain in a clean, safe and sanitary
condition. With the exception of the Vehicle Parking Area, Tenant shall further be responsible for
the janitorial needs of the Common Areas.
5.4) Natural Disaster or Act of God — In the event that the Premises is damaged due to a natural
disaster or act of God, if the cost of repairing or reconstructing the Premises to the condition and
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form immediately prior to such damage or destruction does not exceed thirty-three percent (33%)
of the then new replacement cost thereof, then Landlord shall effect such repair, restoration, and
reconstruction of the Premises so damaged or destroyed to substantially their condition prior to
said damage or destruction in a timely manner. All such work shall be carried out in accordance
with plans and specifications prepared by a licensed architect or engineer if such an architect or
engineer is reasonably required given the scope and nature of the work. In no event shall Rent or
any other monies due by Tenant be abated during such period of reconstruction and/or restoration.
5.5) If the cost of repairing, restoring or reconstructing the Premises to the condition and form
immediately prior to such damage or destruction exceeds thirty-three percent (33%) of the then
new replacement cost thereof, then Landlord, in its sole discretion may elect by written notice to
Tenant given within thirty (30) days after the date of the damage to terminate this Lease. If no
notice of termination is given then all obligations set forth in this Lease shall continue, including
but not limited to Rent obligations of the Tenant. In no event shall Landlord be responsible for
damage to Tenant's personal property located on or within the Premises.
5.6) Damage Due to Fire — In the event of damage or destruction due to fire determined not to
have been caused by Tenant then Sections 5.4 and 5.5 above shall apply. If however, the cause of
the fire, as determined by the local Fire Authority is determined to have been caused by Tenant,
one of Tenant's guests, agents, employees, students or otherwise then the cost of said repair,
restoration, reconstruction or replacement of the Premises shall be borne by Tenant. Repairs,
reconstruction or replacement of the Premises shall be done in a commercially reasonable manner
and with the approval of the Landlord and all obligations under this Lease, including Rent shall
remain in full force during such period of repair, restoration, reconstruction or replacement.
ARTICLE 6:
ENVIRONMENTAL PROVISIONS
6.1) Tenant has inspected the Premises and accepts it in its present "As -Is" condition. Tenant
shall not cause the premises to be contaminated in any way and in the event of contamination shall
immediately report such contamination to Landlord and shall cause any such contamination to be
remedied by that method recognized by Washington State Department of Ecology and shall
indemnify and hold Landlord harmless from all costs involved in implementing the remedy.
6.2) Any other provision of this Lease to the contrary notwithstanding, Tenant's breach of any
covenant contained in this Article 6 shall be an Event of Default empowering Landlord, in addition
to exercising any remedy available at law or in equity or otherwise pursuant to this Lease, to
terminate this Lease and to evict Tenant from the Premises forthwith, or to terminate Tenant's
right to possession only without terminating this Lease.
ARTICLE 7:
INSURANCE COVERAGE, INDEMNIFICATION / HOLD HARMLESS
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7.1) Insurance — Tenant shall at all times have in effect the following types of minimum
amounts of insurance, only as applicable to the business to be conducted by the Tenant:
(I) Commercial General Liability insurance in the amount of $1,000,000 per occurrence
and $2,000,000 annual aggregate. Such insurance shall contain contractual liability
insurance covering applicable leases, licenses, permits, or agreements.
(II) Commercial/business automobile liability insurance for all owned, non -owned and
hired vehicles assigned to or used in performance of commercial aeronautical activities
in the amount of at least $1,000,000 each accident. If any hazardous material, as defined
by any local, state, or federal authority, is the subject, or transported, in the performance
of this contract, a policy must be endorsed with the Insurance Services Office form
CA9948 or equivalent.
(III) Special Causes of Loss Property Form covering all improvements and fixtures on the
Premises in an amount no less than the full replacement cost thereof.
(IV) Worker's compensation insurance is required by law and employer's liability insurance
in the amount of $1,000,000 per accident, $1,000,000 disease per person, $1,000,000
disease policy limit is required by the Agreement.
7.2) All insurance shall be in a form and from an insurance company with Best's financial rating
of at least an A- (VII). All policies, whether carried by Tenant or Subtenant, except worker's
compensation policy, shall name the City and its elected or appointed officials, officers,
representatives, directors, commissioners, agents, and employees as "Additional Insured", and the
Tenant and/or Subtenant shall furnish certificates of insurances evidencing the required coverage
cited herein prior to engaging in any commercial aeronautical activities. Such certificates shall
provide for unequivocal thirty (30) day notice of cancellation or material change of any policy
limits or conditions.
7.3) Self -Insurance — Tenant may satisfy any or all of the above insurance requirements by use
of self-insurance. In such circumstances the rating requirements set forth in Section 7.2 shall not
apply. The self-insurance shall protect the indemnified parties in the same manner and to the same
extent as they would have been protected had the policy or policies not been self-insured and
subject to the coverages and limits set forth in Section 7.1. Tenant's ability to satisfy any or all of
the above insurance requirements by use of self-insurance is personal to WDFW.
7.4) The Tenant's insurance coverage shall be primary insurance as respects Landlord. Any
insurance, self-insurance, or insurance pool coverage maintained by Landlord shall be in excess
of the Tenant's insurance and shall not contribute with it.
7.5) Indemnification / Hold Harmless. The Tenant shall defend, indemnify, and hold harmless
Landlord, its officers, officials, employees and volunteers from and against any and all claims,
suits, actions, or liabilities for injury or death of any person, or for loss or damage to property,
which arises out of Tenant's use of Premises, or from the conduct of Tenant's business, or from
any activity, work or thing done, permitted, or suffered by Tenant in or about the Premises, except
only such injury or damage as shall have been occasioned by the sole gross negligence or willful
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misconduct of Landlord. Solely for the purpose of effectuating Tenant's indemnification
obligations under this Lease, and not for the benefit of any third parties (including but not limited
to employees of Tenant), Tenant specifically and expressly waives any immunity that may be
granted it under applicable federal, state, or local Worker Compensation Acts, Disability Benefit
Acts, or other employee benefit acts. Furthermore, the indemnification obligations under this Lease
shall not be limited in any way by any limitation on the amount or type of damages, compensation
or benefits payable to or for any third party under Worker Compensation Acts, Disability Benefit
Acts, or other employee benefit acts. The parties acknowledge that the foregoing provisions of this
Article have been specifically and mutually negotiated between the parties.
ARTICLE 8:
ASSIGNMENT AND SUBLETTING
Neither this Lease nor any interest in this Lease may be assigned, mortgaged, transferred or
encumbered, nor shall Tenant sublet all or any part of the Premises (each of which, a "Transfer")
without Landlord's prior written consent, which shall not be unreasonably withheld. Any assignee
or subtenant shall assume all of Tenant's obligations under this Lease and shall be jointly and
severally liable with Tenant. Consent of the Landlord to any Transfer shall not operate as a waiver
of the necessity for consent to any subsequent Transfer. In connection with each request for
consent to a Transfer, Tenant shall pay to Landlord an amount equal to the "Transfer Fee" of the
then current City fee schedule. If Landlord consents to any proposed Transfer, Tenant may enter
into the same, but only upon the specific terms and conditions set forth in Tenant's Request for
Consent; any such Transfer shall be subject to, and in full compliance with, all of the terms and
provisions of this Lease; the consent by Landlord to any Transfer shall not relieve Tenant of any
obligation under this Lease; Landlord may require the Tenant and the Transferee to execute a
Landlord's consent form; and no Transfer shall be binding on Landlord unless Tenant and the
Transferee deliver to Landlord a fully -executed counterpart of the document effecting the Transfer.
If Landlord consents to a proposed assignment or sublease then Landlord may require Tenant to
pay to Landlord a sum equal to fifty percent (50%) of any Rent and other consideration, profit or
gain realized by Tenant from such sublease or assignment, in excess of the rent allocable to the
transferred space then being paid by Tenant to Landlord pursuant to the Lease (after deducting the
costs of Tenant, if any, in effecting the assignment or sublease, including reasonable alteration
costs, commissions and legal fees).
ARTICLE 9:
UTILITIES
9.1) With the exception of Internet & Communications Services all utilities associated with the
Premises are included as part of Tenant's Rent. Those utilities include but are not limited to
Electrical, Water, Sewer, Storm and Garbage service.
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9.2) Internet & Communication Services — Tenant is responsible at its sole cost and expense for
establishing and maintaining its own internet and communication services to furnish its Premises.
Tenant agrees to ensure that its internet and communication services do not in any way interfere
with Landlord's service or the publicly accessible internet broad band service. If Landlord provides
notice to Tenant that Tenant's internet communication service is causing interference with
Landlords service, the public service, or any other prior existing tenant service, Tenant agrees to
take corrective action within 24 hours of notification. If Tenant does not take corrective action
within 48 hours of notification, Landlord may take corrective action at Tenants full cost and
expense, including the cost of bringing in any professional(s) deemed necessary by Landlord, plus
an additional 10% of the sum total for administrative purposes. Landlord agrees to provide
reasonable access to Tenant or Tenants agents to those areas necessary in housing such internet
and communications systems.
9.3) Except to the extent caused by the gross negligence or intentional misconduct of Landlord
or its agents, employees or contractors, failure by Landlord to any extent to furnish or cause to be
furnished the utilities or services described in this Lease, or any cessation or interruption thereof,
resulting from any cause, including without limitation, mechanical breakdown, overhaul or repair
of equipment, strikes, riots, acts of God, shortages of labor or material, compliance by Landlord
with any voluntary or similar governmental or business guidelines, governmental laws, regulations
or restrictions, or any other similar causes, shall not render the Landlord liable in any respect for
damages to either person or property, for any economic loss or other consequential damages
incurred by Tenant as a result thereof, be construed as an eviction of Tenant, result in an abatement
of rent, or relieve Tenant from its obligation to perform or observe any covenant or agreement
contained in this Lease.
ARTICLE 10:
NOTICES
Any notice, consent, approval or other communication given by either party to the other relating
to this Lease shall be in writing, and shall be delivered in person, sent by certified mail, return
receipt requested, sent by reputable overnight courier, or sent by other approved forms of electronic
communication (with evidence of such transmission received) to such other party at the respective
addresses set forth below (or at such other address as may be designated from time to time by
written notice given in the manner provided herein). Such notice shall, if hand delivered or
personally served, be effective immediately upon receipt. If sent by certified mail, return receipt
requested, such notice shall be deemed given on the third business day following deposit in the
United States mail, postage prepaid and properly addressed; if delivered by overnight courier,
notice shall be deemed effective on the first business day following deposit with such courier; and
if delivered by electronic communication, notice shall be deemed effective when sent.
The notice addresses of the parties are as follows:
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CITY
Real Estate Division
Attn: Josh Arndt / Real Estate Manager
25 West Main St.
Auburn, WA 98001
253.288.4325
Jamdt@aubumwa.gov
1�N
Michele Brady / Facilities Manager
360.561.3729
With Copies To:
Michele.Brady@dfw.wa.gov
Department of Enterprise Services
Real Estate Services
1500 Jefferson Street S.E., 2nd Floor
Post Office Box 41015
Olympia, WA 98504-1015
ARTICLE 11:
INSPECTION, ACCESS AND POSTED NOTICES
Landlord and any of its agents shall at any time upon seventy-two (72) hours advance written
notice to Tenant, have the right to go upon and inspect the Premises, provided, however, that in
the event the Landlord determines, in its sole and absolute discretion, that an emergency situation
exists on or adjacent to the Premises, no advance notice to Tenant is required and Landlord may
immediately go upon and inspect the Premises. Landlord shall have the right to serve, or to post
and to keep posted on the Premises, or on any part thereof, any notice permitted by law or by this
Lease, any other notice or notices that may at any time be required or permitted by law or by this
Lease. Landlord shall not be liable in any manner for any inconvenience, disturbance, loss of
business, or other damages arising out of Landlord's entry on the Premises as provided in this
Section except for such damage that is caused directly by, or through the gross negligence of,
Landlord, their employees, agents, or representatives.
ARTICLE 12:
DEFAULT AND REMEDIES
12.1) Events of Default. Tenant will be in default ("Default") under this Lease if;
(a) any amount of Rent or other sums payable by Tenant to Landlord under this Lease
remains unpaid for more than thirty (30) days after the date it is due;
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(b) Tenant files a voluntary petition in bankruptcy or makes a general assignment to the
benefit of, or a general arrangement with, creditors;
(c) there is an involuntary bankruptcy filed against Tenant that has not been dismissed
within sixty (60) days of filing;
(d) Tenant is adjudicated insolvent, or admits, in writing, its inability to pay its obligations
in the ordinary course as they come due;
(e) a receiver, trustee, or liquidating officer is appointed for Tenant's business;
(f) if Tenant violates or breaches any of the other covenants, agreements, stipulations, or
conditions described in the Agreement;
12.2) Cure of Default. Upon an Event of Default in 12.1, Landlord shall send Tenant written
notice of the violation. Upon receipt of such notice, Tenant shall have thirty (30) days to cure the
violation. Any violation that continues beyond this 30 day period shall be grounds for Landlord's
termination of this Lease. Tenant shall have no ability to cure a Yd (or subsequent) distinct Event
of Default occurring within a 12 month period.
12.3) Termination after Default. Landlord shall not elect to terminate the Lease as a result of any
Default described above without first providing Tenant with written notice of Landlord's intent to
terminate the Lease ("Termination Notice"); provided that any such termination shall be subject to
Landlord compliance with the provisions of Article 12.2. Subject to the preceding sentence and
the provisions of Article 12.2, Landlord shall have the rights and remedies provided in this Article
12, in addition to any other right or remedy available by law or equity (all notice and cure periods
set forth above are in lieu of and not in addition to any notice required pursuant to applicable
unlawful detainer/eviction statutes).
12.4) Upon Termination of this Lease, Landlord may reenter the Premises in the manner then
provided by law, and remove or put out Tenant or any other persons or subtenants found therein.
No such reentry shall be construed as an election on Landlord's part to terminate this Lease unless
a written notice of such intention is given to Tenant.
12.5) Upon termination of the Lease as a result of Tenant's Default, the Landlord may elect to re -
let the Premises or any part thereof upon such terms and conditions, including rent, term and
remodeling or renovation, as Landlord in its sole discretion may deem necessary. Landlord shall
also have the right to cause any of Tenant's Subtenants, if any should exist, to direct all future
sublease rent payments directly to Landlord until such time as Tenants default has been cured. To
the fullest extent permitted by law, the proceeds of any reletting or payments made directly to
Landlord by any of Tenant's Subtenants shall be applied: first, to pay Landlord all costs and
expenses of such reletting (including without limitation, costs and expenses incurred in retaking
or repossessing the Premises, removing persons or property therefrom, securing new Tenants, and,
if Landlord maintains and operates the Premises, the costs thereof); second, to pay any
indebtedness of Tenant to Landlord other than rent; third, to the rent due and unpaid hereunder;
and fourth, the remainder, if any, shall be held by Landlord and applied in payment of other or
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future obligations of Tenant to Landlord as the same may become due and payable, and Tenant
shall not be entitled to receive any portion of such revenue.
12.6) If Landlord terminates this Lease as provided in this Article, Landlord shall have the right
to reenter the Premises and remove all persons, and to take possession of and remove all equipment
and trade fixtures of Tenant in the Premises, in the manner then provided by law. Tenant waives
all claims associated with Landlord's exercising this right, and shall hold Landlord harmless
therefrom. No such reentry shall be considered a forcible entry. If Landlord elects to terminate the
Lease, Landlord may also recover from Tenant any earned but unpaid rent under this Lease owing
to Landlord at the time of termination.
12.7) Indemnification. Nothing in this Article 12 shall be deemed to affect Landlord's right to
indemnification for liability or liabilities arising prior to termination of this Lease for personal
injury or property damage under the indemnification provisions or other provisions of this Lease.
12.8) Time is of the essence for this agreement.
ARTICLE 13:
NON-DISCRIMINATION
13.1) Tenant for themselves, their personal representatives, successors in interest, and assigns,
as a part of the consideration hereof, does hereby covenant and agree that: 1) no person on the
grounds of race, color, sex, or national origin shall be excluded from participation in, denied the
benefits of, or be otherwise subjected to, discrimination in the use of said facilities, 2) that in the
construction of any improvements on, over, or under the Premises and the furnishing of services
thereon, no person on the grounds of race, color, sex, or national origin shall be excluded from
participation in, denied the benefits of, or be otherwise subjected to discrimination, and 3) that the
Tenant shall use the Premises in compliance with all other requirements imposed by 49 C.F.R.
Part 21 as now enacted or as hereafter amended.
13.2) If the tenant breaches any of the above non-discrimination covenants, Landlord shall have
the right to terminate this Lease agreement and to re-enter and repossess said Premises and the
facilities thereon, and hold the same as if said lease agreement has never been made or issued.
This provision does not become effective until the procedures of 49 C.F.R. Part 21 are followed
and completed, including expiration of appeal rights.
13.3) Noncompliance with Article 13 above shall constitute a material breach thereof and, in the
event of such noncompliance, Landlord shall have the right to terminate this Lease and the estate
hereby created without liability therefor or, at the election of the Landlord or the United States.
13.4) Tenant agrees that it shall insert Articles 13.1 — 13.3 in any lease, license, or sublease
agreement by which said Tenant grants a right or privilege to any person, firm, or corporation to
render accommodations and/or services to the public on the Premises herein leased.
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13.5) The Tenant assures that during this tenancy it will undertake an Affirmative Action
program as required by 14 C.F.R. §§152.401-425 to ensure that no person shall on the grounds of
race, creed, color, national origin, or sex, be excluded from participating in any covered
employment activities. The Tenant assures that no person shall be excluded on these grounds from
participating in or receiving the services or benefits of any program or activity covered by these
regulations. The Tenant assures that it will require that its covered suborganizations provide
assurances to the Tenant that they similarly will undertake Affirmative Action programs, and that
they will require assurances from their suborganizations, as required by these regulations, to the
same effort.
ARTICLE 14:
ATTORNEY'S FEES AND COSTS
If by reason of default on the part of either party to this Lease agreement it becomes
necessary to employ an attorney to recover any payments due hereunder or to enforce any
provision of this Lease, the prevailing party, whether such party be the successful claimant or the
party who successfully defended against the claim of the other party, shall be entitled to recover a
reasonable attorney's fee and to be reimbursed for such costs and expenses as may have been
incurred by such prevailing party.
ARTICLE 15:
MISCELLANEOUS
15.1 Signage — Tenant is not granted the right under this Lease to install any signage to the
interior or exterior of the Administration Building unless otherwise agreed to in a separate
addendum which shall be at the sole and absolute discretion of the Landlord. If Tenant so desires,
Tenant shall work in good faith with Landlord to establish a location, quantity, size, style and
placement of Tenant owned signage in an area that is representative of Tenant's premises. All costs
and expenses borne of signage creation, installation and/or repair will be the sole responsibility of
Tenant. All signage shall be subject to and in accordance with the Auburn City Code, Chapter
18.56.
15.2) Securi - Landlord shall have no obligation to provide security to the Premises.
15.3) No Brokers - Tenant represents and warrants to Landlord that it has not engaged any broker,
finder or other person who would be entitled to any commission or fees in respect of the
negotiation, execution or delivery of this Lease and shall indemnify and hold harmless Landlord
against any loss, cost, liability or expense incurred by Landlord as a result of any claim asserted
by any such broker, finder or other person on the basis of any arrangements or agreements made
or alleged to have been made by or on behalf of Tenant.
15.4) Regulatory Compliance - The Tenant agrees, at its sole cost and expense, to conform to,
comply with and abide by all lawful rules, codes, ordinances, requirements, orders, directions,
Dept. Fish & Wildlife / COA Lease — RES 5718
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DocuSign Envelope ID: 71EE21A9-D820-4863-84DE-4FA003CB5D7E
laws, regulations and standards of the United States, the State of Washington, and City of Auburn
or agency of any of said entities, including rules and regulations of Landlord, including without
limitation those relating to environmental matters, and regulations set forth by the Environmental
Protection Agency, now in existence or hereafter promulgated, applicable to the Tenant's use and
operation of said Premises, including the construction of any improvements thereon, and not to
permit said Premises to be used in violation of any of said rules, codes, laws or regulations. Tenant
shall pay all costs, expenses, liabilities, losses, damages, fines, penalties, claims, and demands,
including reasonable counsel fees, that may in any manner arise out of or be imposed because of
the failure of Tenant to comply with the covenants of this section.
15.5) Liens & Insolvency - Tenant shall keep the Premises free from any liens. In the event
Tenant becomes insolvent, voluntarily or involuntarily bankrupt, or if a receiver, assignee or other
liquidating officer is appointed for the business of the Tenant, then the Landlord may cancel this
Lease at Landlord's option.
15.6) Non Waiver - Waiver by Landlord of any term, covenant or condition contained in this
Lease or any breach thereof shall not be deemed to be a waiver of such term, covenant, or condition
or of any subsequent breach of the same or any other term, covenant, condition contained in this
Lease.
15.7) Force Majeure - Except for the payment of Rent or other sums payable by Tenant to
Landlord, time periods for Tenant's or Landlord's performance under any provisions of this Lease
shall be extended for periods of time during which Tenant's or Landlord's performance is
prevented due to circumstances beyond Tenant's or Landlord's control, including without
limitation, strikes, embargoes, shortages of labor or materials, governmental regulations, acts of
God, war or other strife.
15.8) Severability - If any term, covenant, or condition of this Lease (or part thereof) or the
application thereof to any person or circumstance is, to any extent, invalid or unenforceable, the
remainder of this Lease (and/or the remainder of any such term, covenant or condition), or the
applicability of such term, covenant or condition to persons or circumstances other than those to
which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or
condition (or part thereof) of this Lease shall be valid and be enforced to fullest extent permitted
by law.
15.9) Choice of Law, Integration, and Interpretation — This Lease and the rights of the parties
hereunder shall be governed by and interpreted in accordance with the laws of the State of
Washington and venue for any action hereunder shall be in King County, Washington. This Lease,
together with any subsequent amendments or addendums, constitutes the entire agreement of the
parties and no other understandings, oral or otherwise, regarding this Lease shall exist or bind any
of the parties. All captions, headings or titles in the paragraphs or sections of this Lease are inserted
for convenience of reference only and shall not constitute a part of this Lease or act as a limitation
of the scope of the particular paragraph or sections to which they apply. Construction of this Lease
shall not be affected by any determination as to who is the drafter of this Lease, this Lease having
been drafted by mutual agreement of the parties.
15.10) Keys — Tenant will be granted two keys to the Tenant's Premises. If Tenant desires
additional keys Tenant may duplicate the provided keys to Tenant's Premises only and at Tenant's
Dept. Fish & Wildlife / COA Lease — RES 5718
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DocuSign Envelope ID: 71EE21A9-D820-4863-84DE-4FA003CB5D7E
sole expense. Tenant may change the lock to their office door providing access into Tenant's
Premises at Tenant's sole expense. If Tenant elects to change the lock to Tenant's Premises, Tenant
will provide a copy of the new key to Landlord at no charge to Landlord.
15.11) Authori - Each party hereto warrants that it has the authority to enter into this Lease and
to perform its obligations hereunder and that all necessary corporate action to authorize this
transaction has been taken, and the signatories, by executing this Lease, warrant that they have the
authority to bind the respective parties.
ARTICLE 16:
SIGNATURE
By signing in the space below, the TENANT ACKNOWLEDGES HAVING READ AND
UNDERSTOOD AND AGREES TO THE CONTENTS OF THIS AGREEMENT.
TENANT
STATE OF WASHINGTON —
DEPARTMENT OF FISH AND WILDLIFE
Signed by:
[:�Dl-
" to 6/21/2023
FATS
Michele Brady, Facilities Manager - DFW
Dept. Fish & Wildlife / COA Lease — RES 5718
Game Farm Park Administration Building
LANDLORD
CITY OF AUBURN
Nancy Backus, Mayor
Approved as to Form:
Kendra Comeau, City of Auburn Attorney
Page 13 of 15
DocuSign Envelope ID: 71EE2lA9-D820-4863-84DE-4FA003CB5D7E
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Dept. Fish & Wildlife / COA Lease — RES 5718
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DocuSign Envelope ID: 71EE2lA9-D820-4863-84DE-4FA003CB5D7E
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Dept. Fish & Wildlife / COA Lease — RES 5718
Game Farm Park Administration Building Page 15 of 15