HomeMy WebLinkAbout5718 RESOLUTION NO. 5718
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO
LEASE A PORTION OF THE CITY'S GAME FARM PARK
ADMINISTRATION BUILDING TO THE WASHINGTON STATE
DEPARTMENT OF FISH AND WILDLIFE
WHEREAS, the City of Auburn owns the Auburn Game Farm Park
Administration Building and has office space available for lease in it;
WHEREAS, the Washington State Department of Fish and Wildlife
(DFW) needs office space to serve its regional operation needs;
WHEREAS, the City and DFW intend to enter a month-to-month lease
agreement for this City office space on the terms and conditions outlined in the
lease agreement attached as Exhibit A to this Resolution.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES as follows:
Section 1. The Mayor is authorized to sign the lease agreement with
Washington State Department of Fish and Wildlife (DFW) for office space in the
Auburn Game Farm Park Administration Building on the terms and conditions
outlined in Exhibit A to this Resolution.
Section 2. The Mayor is hereby authorized to implement such
administrative procedures as may be necessary to carry out the directions of
this legislation.
Resolution No. 5718
June 23, 2023
Page 1 of 2
Section 3. That this Resolution shall take effect and be in full force upon
passage and signatures.
Dated and Signed this 26th day of June, 2023.
CITY OF AUBURN
• . . +; . .r..
ANCY KUS
MAYOR
ATTEST: APPROVED AS TO FORM:
LiN13 CL•
Shawn CampbetI, MMC, City ClerkLKenTa Comeau, City Attorney
Resolution No. 5718
June 23, 2023
Page 2 of 2
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
\\'Mit 2 l0 t 202 e. (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 Farzn 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 aorto delegate leasing
functions to WDFW andhas 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 ofthe'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.
Dept.,Fish&Wildlife LCOA Lease.—RES 5718
Game.Farm Park Administration Building Page:1 of 15
DocuSign Envelope ID:71EE21A9-D820-4863-840E-4FA003CB5D7E
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.inade,and.does not make anyrepresentations
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 disciaims.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" iinclude: corridors, restro.oms, conference
.room, and storage closet .located.within the .Administration Building and a ("Vehicle Parking
Area")consisting of approximately nineteen(1.9)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 fallowing delivery of
as 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 forJuly will be!due August 1). Rent shall be paid:without notice,
demand,offset, abatement-or deduction:of any kind.If commencing:orterminating.on a date other
than the.first (l.st) 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
Dept.Fish:&Wildlife'/COA Lease—RES 5718
Game FarimPark,Adininistration Building Page 2 of 15
DocuSign Envelope ID:71EE21A9-D820-4863-84DE-4FA003CB5D7E
providing Tenant with.no less than 3.0 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 permitadditional uses that maybe 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.plunibing 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'negligencebythe 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%o 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.
Dept,Fishk&YY'ildlife'/GOA Lease—RES-5718
Game:Farm Park.Ad,ninistration Building Page 3 of 15'
DocuSign Envelope ID:71EE21A9-D820-4863-84DE-4FA003CB5D7E
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 ofreconstruction and/or restoration:
5.5) I_f 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—Tittle event of damage or destruction due.to fire determined not to
have been causedby Tenant then.Sections 5.4 arid 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 replacementofthe Premises shall be done in acommercially.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,
Dept.,Fish.&Wildlife'/COA Lease.—RES 5718
Game Farm Park Administration Building Page.40'15'
DocuSign Envelope ID:71EE21A9-D820-4863-84DE-4FA003CB5D7E
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 81,000;000 per accident, $1,000,000 disease per person, $1,000,00.0
disease policy.limitis:required by the Agreement.
•
7.2) All insurance shall be in a forth 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 indemnifiedparties 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 orthing 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
Dept.Fish&Wildlife'/CDA Lease—RES 5718
• Game Farin.Park Administration Building Page 5 of 15
DocuSign Envelope ID:71EE21A9-D820-4863-84DE-4FA003CB5D7E
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 ofthis.
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 priorwritten.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. Tf Landlord consents to any propOsect 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 Landlorda fiilly-executed counterpart ofthe document effectingthe 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.
Dept.,Fish&Wildlife/GOA Lease—RES 5718
Game.Farm.Park Administration Building Page 6 of15
DocuSign Envelope ID:71EE21A9-D820-4863-84DE-4FA003CB5D7E
.9.2) Internet 8c 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'sservice or the publicly.accessible Internet broad band service.If Landlordprovides-
noticeto 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.necessaiyby Landlord,plus.
an additional 1.0% 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,inechaiiical breakdown, overhaul orrepair
of equipment, strikes, riots, acts of Ood, 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
incurredby 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 otherparty 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 snail, 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:
Dept.Fish&Wildlife./COA Lease—RES 5718
Game Farm Park.Administration Building Page 7 of 15
DocuSign Envelope ID:71EE21A9-D820-4863-84DE-4FA003CB5D7E
CITY ' WDFW
;Real Estate.Division Michele Brady/Facilities Manager
Atm: Josh.Arndt/Real Estate Manager 360.561.3729
25 West Main St. Michele.Brady@dfw.wa,gov
Auburn,WA 98001.
253.288.4325
Jarndt@auburnwa.gov
With Copies To:
Department of Enterprise Services
Real Estate Services
150.0.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
existson or adjacent:to the:Premises, no advance notice to Tenant is required.and Landlord may
immediately go uponand 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 notbe 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 causeddirectly 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;
Dept.Fish&Wildlife/ODA Lease—RES 5718
Game Faain Park.Adininistration Building Page 8 of 15
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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
ismissedwithin-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 curette
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.3rd (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:n.otice 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-tanner'then
provided.by law,.arid 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 tent, 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
Dept.Fish&Wildlife/COA Lease—RES 5718
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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 entryy..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 apart of the consideration hereof,:does hereby covenant an,d 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)thatthe
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 riot 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 ofthe 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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DocuSign Envelope ID:71EE21A9-D820-4863-84DE-4FA003CB5D7E
133) The Tenant. assures that during this tenancy it will. undertake an Affirmative Action
program as.required by 1.4 C.T.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 successfiil claimant or the
party who successfully defended against the claim of the.other party,, shall be entitled to recovera
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 tight 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._lf Tenant so desires,
Tenant shall work,in.good faith with Landlord to establish a location, quantity,. size, style and
placement of Tenant.ownedsignage 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) Security-Landlord shall,have no obligation to provide.security to the Premises.
15.3) No Brokers-Tenant.represents and warrants toLandlord'that it has not 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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.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 anyof 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 or 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 tarn,: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 addendum's, constitutes the entire agreement of the
parties and no other understandings,oral or otherwise;regarding this Lease shall.exist or bind any-
of
nyof 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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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 tochange the lock to Tenant's Premises,Tenant
will provide a copy of the new key to Landlordat no charge to Landlord.
15.11) Authority 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 LANDLORD
STATE OF WASHINGTON— CITY OF AUBURN
DEPARTMENT OF FISH AND WILDLIFE
Dxu8lpned by:
C
u�tirdki 6/21/2023
mernmuunxaee...
161014111
Michele Brady,Facilities Manager-DFW Nancy Bac ayor
Approved as to Form:
Kendra Comeau, City of Auburn Attorney
Dept.,Fish&Wildlife'/COA Lease—RES 5718
Game:.Farin.Park Administration Building Page 13 of 15
DocuSign Envelope ID:71EE21A9-D820-4863-84DE-4FA003CB5D7E
Exhibit A
Premises
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Dept.Fish'&Wildlife/CQ.4 Lease—RES5718
Page 14 o
Game FarimPark.Adniinistratian Building 15
DocuSign Envelope ID:71EE21A9-D820-4863-84DE-4FA003CB5D7E
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Dept.Fish.&Yi�ildlife'/COA Lease—RES
5718
Gane Farm.Park Administration Building Page 15 of 15