HomeMy WebLinkAbout4190 Resolution - Facility Lease with Group Health Foundation RESOLUTION NO. 4190
A RESOLUTION APPROVING THE LEASE AGREEMENT WITH
GROUP HEALTH FOUNDATION FOR THE USE OF CITY FACILITIES
LOCATED AT 403 WEST LEWIS STREET.
WHEREAS, the City desires to ensure City facilities are utilized to the greatest extent;
and
WHEREAS,the City,pursuant to RCW 35A.11.010,may contract and be contracted with,
may lease,purchase,receive or otherwise acquire real property for the common benefit of the City;
and
WHEREAS, the City Council determines that this lease with Group Health Foundation
will benefit the City by providing a health foundation which supports grants for underserved
individuals in the community.
NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PASCO,WASHINGTON:
That the City Council hereby ratifies the Lease Agreement with Group Health Foundation
for office space at the Pasco Post Office located at 403 West Lewis Street, Pasco, Washington, a
copy of which is attached hereto as Exhibit A.
Be It Further Resolved, that this Resolution will take effect immediately.
PASSED by the City Council of the City of Pasco, Washington this b�day of June, 2022.
�
Blanche ara�as
Mayor
ATTEST: APPROVED AS TO FORM:
��t�
Debra Barham, CMC Kerr uson Law, PLLC
City Clerk C' Attorneys
Resolution—GH Foundation Lease Agreement- 1
LEASE AGREEMENT
Pasco Post Office—403 W.Lewis St.,Suite A,Pasco,WA 993Q1
Interior Office Space—Group Health Foundatio�
1. PARTFES. This Lease Agreement("Lease")is made and entered into effective as of May
1, 2021 {the "Effective Date"), by and between the CITY OF PASCO, a municipal corporation
("Landlord")and GROUP I3EALTH FOUNDATION,a Washington nonprofit corporation("Tenant").
2. PRENIISES. Landlard hereby leases to Tenant and Tenant hereby leases and takes from
Landlord that certain premises located in the Pasco Post Office(the"Buildin�")located at 403 W. Lewis
Street, Suite A, in the City of Pasco, County of Franklin, State of Washington, as legally described on
Exhibit A atta.ched hereto. Tb.e leased premises located on the first floor,as depicted on Exhibit B attached
hereto, consisting of approximately 1493 square feet,more or less(referred ta as the"Premises"),together
with a1I improvements thereon and appurtenances thereto, including the nonexclusive right to use the
Common Areas o£the Building in common with others. The term "Common Areas" means all areas,
facilities and building systems that are provided and designated from time to time by Landlord for the
general non-exclusive use and convenience of Tenant with other tenants and which are not leased or held
for the exclusive use of a particular tenant.Landlozd grants to Tenant 24-hour a da.y ingress and egress to
and from the Premises to adjoining public streets and the right to use in common with a11 other persons
entitled to use the same a1I parking, public entrances, lobbies, hallways, stairways, eleva#ors and other
Common Areas.
3. TERM. This Lease shall be in fuli £orce and effect upon delivery of the Premises fram
Landlord fio Tenant,free of all occnpants and tenancies and in the Delivery Condition(as defined below)
(the"Commencement Date"),which Commencement Da�e is agreed to be May 1,2021,through May 31,
2027,unless terminated as provided herein(the"Original Terin"}.T'he Tenant shall have three(3)options
to renew for one (1) year each (each, a"Renewal Term") upon full & faithful performance of terms &
conditions of the Lease so long as Tenant provides Landlord written notice of its exercise of such option
not less than three (3) months prior to the expiration date of the Original Term (or applicable Renewal
Term).The terms and provisions for a Renewal Term sha11 be ident�cal with the Origina.l Term,except as
to the rent, described below. The Original Term and each Renewal Term(s) are together known as fihe
"Term".
4. TENANT'S WORK. Tenant shall prepaze plans and specifications for improvements
Tenant desires to make to#he Premises("Tenant Improvements").Tena.nt sha11 provide Landlord with its
plans for Landlord's review and approval within seven(7) days from the da#e hereof. Landlard may not
withhold or condition its approval unless the making or installation of the Tenant Improvements (a}
adversely affects the building structure,(b)adversely affects the Building systems,(c)do not comply with
applicable laws, (d) affect the exterior appearance of the Building, or (e) would unreasona.bly inter£ere
with the normal and customary business operations of other tenants in the Building (individual.ly and
collectively,a"Desi�n Problem").If Landlord does not provide Tenant with a written disapproval within
fourteen(14) days,the plans for Tenant Improvements sha11 be deemed approved. In the event Landlord
does not approve of Tenant's pians and specifications, it shall provide detailed written reasons for such
disapproval, and Tenant sha11 promptly thereafter resubmit the plans and s�ecifications to Landlord, and
the process sha1l be repeated until the plans and specifications have been approved,or deemed approved,
by Landlord.There sha11 be no charge by Landlord for the review of plans or any inspections tl�at Landlord
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deems necessary with regard to any Tenant Improvements, nor shall Landlord receive any fee for profit,
overhead, general conditions or supervision, in connection with Tena�t Improvements constructed by
Tenant.
4.1.1. In lieu of a tenant improvement allowance, Tenant shall receive a credit
against Base Rent in the amount of Seventy-Five Thousand Dollars ($75,000), to be applied unti.l fiilly
paid(the"A.11owance Credit").
4.1.2. Tenant sb.all,subject to Landlord's reasonable approval(which shall not be
unreasonably withheld or delayed), choose and supervise a general contractor to perform Tenant
Improvements. All contractors sha11 provide proof of typical insurance before commencement of work.
Tenant, its contractors and subcontractors, sha11 have unimpaired access to the Premises, with adequa.te
power continuously available at the Premises.Tenant and Tenant's contracto3rs,subcontractors,azclutects,
engineers, and designers sha11 not be charged for the use of elevatoxs,restrooms, loading docks,parking
. or utilihes during Tenant's move into the Building. Landlord shall run the HVAC twenty-four(24) hours
per day for the seven(7)da.y period imm�diately prior#o the date Tenant anticipates commencing business
operations to flush out new finish odozs.Tenant sha1l give Landlord fourteen(14)days' notice of the date
Tenant anticipates commencing business operations.
5. RENT AND OTI�ER CHARGES. Subject to the application of the Allowance Credit,
Rent payments shall commence on the earlier to occur of {i) the date Tenant receives a Certaficate of
Occupancy fox the Premises;oz(ii)the date Tenant opens for business(the"Rent Commencement Date").
Rent shall be pro-rated for the#"ust month should the Lease commence on any other day than the first da.y
of�he month. Subsequent monthly rent payments shall be payable in advance, on or before the first da.y
of each month of the Term. Rent shall be payable to Landlord without demand and without deduction,
setoff or counterclairn.
5.1. Rent. Base Rent rates will be in the amounts stipulated as set forth below. Tenant
shall pay a late service chazge on all past due rent at the rate of five percent(5%) of the unpaid amount,
but in no event higher than the legal limit.Increase in rent percenta.ges are as shown below.
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Year Base Rent per sq.ft. Annual Base Monthly Base
{2%increase per Rent** Rent�*
ear
Rent Commencement $9.00 x 1493 $13,437.00 $1,119.75
Date—Ma 31,2022
June 1,2022—May31, $9.18 $13,705.74 $1,142.15
2023
June 1,2023—May 31, $9.36 $13,974.48 $1,164.54
2024
June 1,2024—May31, $9.55 $14,258.15 $1,188.18
2025
June I,2025—May 31, $9.74 $14,541.82 $1,211.82
2026
June 1,202b—May31, $9.94 $14,840.42 $1,236.70
2027
June 1,2027—Ma.y31, $10.14 $15,139.02 $1,261.59
2028 *
June 1,2028—May 31, $10.34 $i5,437.62 $1,286.47
2029*
June 1,2029—May31, $10.54 $15,736.22 $1,311.35
2030 *
* Indicates Renewal Term
** Per Section 4.1.1 (above),a credit against the base rent shall be applied until the Allowance
Credit has been paid. In the event that Tenant decides not to enter into a Renewal Term,the Tenant shall
forfeit any outstand3ng balance to the Landlord.
5.2. Leasehold Excise Taat. In addition to the monthly rent amaunt, Tenant shall also
pay statutory Leasehold Excise Tax(currently 12.84%, or as otherwise increased/decreased by statute,of
each monthly rent payment), which Excise Tax sha11 be paid to Landlord in the manner required in this
Section 5 of this Lease by the first day of each month,upon Tenant's receipt of a statement of such Excise
T�amount due from Landiord. initial tax amount will be determined by Landlord and shall increase as
the base rent increases and/or as the statutory percentage changes.
5.3. Securi De osit.
5.3.1. Upon execution ofthis Lease,Tenant shall deposit the sum equai to one(1)
months' rent with Landlord as a security deposit This sum sha11 guazantee Tenant's performance of its
obligations hereunder. If Tenant fails to perform any of its abligations hereunder, Landlord may apply
the appropriate portion of the security deposit to cure the default or to compensate the Landlord for da.mage
it has sustained as a result of Tenant's default.In the event that Lancllord deems it necessary to use monies
from the Security Deposit in order to secure Tenant's,complzar�ce with the provisions of ttus Iease,
Landlord shall pro�vide Tenant written notice of Landlord's intent to apply monies from the deposit for
such purpose.
5.3.2. If any portion of the deposit is so used,Tenant shall,within fifteen(15)da.ys
of demand,deposit sufficient cash with the Landlord to restore the security deposit to its original amount.
533. If Tenant fuliy performs its obiigations under this Lease,the security deposit
or any balance thereof shall be returned to the Tenant at the expira.tion of this Lease, or after Tenant has
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vacated the Premises,whichever is later,provided that Landlord may zetain the security deposit until such
time as any amount due from the Tenant to Landlord has been paid in full.
6. USE OF PREMISES.The Premises shall be used by Tenant for administrative office and
for other uses incidental thereto and for no other use or purpose without Landlord's prior written consent.
7. RESTRICTIONS ON USE. In connection with the use of the Premises,Tenant sha11:
7.1. Refrain from any use that would be offensive to other tenants at the Premises or
users of neighboring premises or that would tend to create a nuisance or damage the reputa.tion of the
Premises. �
7.2. Nat permit its customers or clien#s to cause litter,garbage or other refuse ordebris
#o accumuiate on the Premises except in suita.ble garbage containers.
7.3. Signs. Tenant shall not erect signage withou#Landlord's prior written consent,not
to be unreasonably withheld,and as is consistent with Pasco Municipal Code Title 17.
8. CARE OF PREMISES. Tenant shall use ord'u�ary care in its use of the Prexnises, and
repair any damage caused by its negligence,reasona.ble wear and tear excepted.
9. LANDLORD'S REPRESENTATIONS, WARR.ANTIES AND COVENANTS.
Landlord hereby represents and warrants to Tenant that it has the full right,power and authority to Iease
the Premises to Tenant. Landlord represents and warrants fo Tenant that the consent or approval of any
third party, including, without limitation, a lender, is not required with respect to the execu�ion of this
Lease, or if any such third parly consent or approval is requir�d, Landlord has obtained any and a11 such
consents or approvals. Except as specifically set forth herein, neither Landlord no�its agents have made
any representations with respect to the Premises. No rights,easements,or licenses aze acquired by Tenant
by implication or otherwise except as expressly set forth in the provisions of this Lease. The taking of
possession of the leased property by fhe Tenant shall be conclusive evidence that the Premises were in
good condition at the time pos'session was taken. TENANT'ACCEPTS THEPREMXSE'SAS=IS,except
that upon delivery the Premises (including all access points to the Premises) wi11 be in sound condition
both structurally and mecha�ucally; water tight; with all systems and utilities in good working order and
stubbed to the Premises;free of materials harmful to persons or property(including toxic molds,biotoxins,
radon, asbestos and other Hazardous Materials regulated by law); broom clean and free of all debris,
furniture,fixtures, and equipment; and free of latent defects (the"Delivery Condit�on").
10. QUIET ENJOYMENT. Landlord agrees that so long as Tenant observes and performs
a11 of the agreements and covenants required of it hereunder, Tenant shall peaceably and quietly have,
hold and enjoy the Premises for the Lease term without any encumbrance, interference or hindrance by
Landlord,its agents or employees.
11. UTILITIES, REPAIRS AND MAINTENANCE. Landlord shall provide, at its own
expense, alI utilities serving the Premises,including electrical service,heating and cooling,water, sewer,
and gas. Landlord shall also maintain and repair the Premises, Building and Common Areas, except for
maintenance or repairs required as a result of Tenant's negligence. Tenant shall give Landlord access to
the Premises at all reasonable times upon not less than forty-eight (48) hours advance notice (except in
case of an emergency in which case no notice shall be necessary), without charge or diminution of rent,
to enable Landiord to examine the same and to make such repairs, additions and alterations as Landlord
may deem advisable or is zequrired hereunder, provided that Lancllord sha1I use commercially reasonable
efforts to minimize any interference with Tenant's business, and following completion of the work, and
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4812-9159-3927v.9 0107788-000004
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f�
sha11 return Tenant's fixtuxes,property and equipment to the original locations and condition.Tenant sha11
have access to#he Premises and all parking 24-hours per day,365 days per year.
12. TAXES. Tenant shali pay all taxes assessed against and leviEed upon Tenant's trade
fixfiures,and all other personal property of Tenaut contained in or around the Premises.
13. INSURANCE AND INDENINITY.
13.1. Workers' Compensarion. The Tenant must maintain Workers' Compensation
insurance in compliance with a11 applicable statutes. The policy sha11 also provide Employer's Liability
stop gap coverage with limits of not less than $500,000 Bodily Injury each accident, $500,000 Bodily
Injury by disease,palicy limit,and$500,000 Bodily Injury by disease,each employee.
13.2. General Liability_. The Tenant must maintain insurance at l.east as broad as
Tnsurance Services Office (ISO) occurrence form CG 00 O1 and shall cover premises and contractual
liabiiity. The City of Pasco sha11 be named as an additional insured on Lessee's Commercial General
Liability insurance policy using ISO Form CG 2011,Additional Insured-Managers or Lessors of Premises
or a substitute endorsement providing at least as broad coverage. Commercial General Iiability in��rance
sha11 be written with limits no less than$2,00O,OOQ each occw�xence, $2,000,000 general aggregate.
13.3. Primary Insurance.The Lessee's Commercial General Liability inc�u�ance policy or
policies aze to contain, or be endorsed to contain that they sha11 be primary insurance as respect the Public
En�ity. Any insurance,self-insurance,or self-insured pool coverage maintained by the Public Entity shall
be excess of the Lessee's ins�rance and shali not contribute with it.
13.4. Tenant PropertY Insurance. The Tenant must keep in force for the duration of the
Lease a policy covering damages to its property at the Premises including any improvements with no
coinsurance provisions. The amount of coverage shall be sufficient to replace the damaged property, loss
of use, and must comply with any ordinance or law requirements.
13.5. Hazardous Materials Covera�e. Tenant must cazry sufficient coverage, to the
xeasona.ble satisfaction of Landlard, for da,mage caused by Hazardous Materials. Said coverage to be of
an amount and type consistent wifih industry standards and at a rate that is commercially reasonable.
13.6. Adiustment to Insurance Coverage Limits.The coverage lunits set forth herein shall
be increased at the time of any Renewal Term to limits as reasonably specified by Landlord.
13.7. Additional Insured - Certificate of Insurance. The Tenan.t sha11 provide, prior to
occupancy, evidence of the required insurance in the form of a Certificate of insurance issued by a
company (rated not less than A: VII or better according to Best's), licensed to do business in the state of
Washington,which includes all coverages required in this Section 13. Tez�ant will list the Landlord as an
Additional Insured on the Commercial General Liability policy. The Certificate(s) shall also provide the
coverage may not be canceled,non-renewed,or materially changed without tlurty{30)da.ys prior written
notice to the Landlord.
13.8. State-required Insurances. Tenant shall carry insurance coverage tha,t satisfies all
Washington Sta.te required insurances at the required limits and sha111ist Landlord as Additional Insured
on a11 such policies, as applicable.
13.9. Landlord's Insurance.Landlord shall maintain sa called"all risk"praperly insurance
on the Building at one hundred. percent (100%) of replacement cost, #ogether with such other insurance
coverage as Lanclloxd may elect to maintain.
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4812-9159-3927v.9 0107788-000004
13.10. Indemnitv. Subject to Secnon 13.11 below,each party h�reby ag�rees to indemnify,
defend and hold harmless the other party,its affiliat�s,and their respective directors,employees and agents
from and against any and aIl third parry suits,claims,actions,demands,liabilities,expenses and%or losses,
including reasonable legal expenses and reasonable attorrieys' fees ("Losses")to the extent such Losses
result from any of the followin�, but except to the extent caused by the negligence ox misconduct of the
other parly: (a) breach of warranty by the indemnifying party contained in this Lease; (b) breach of this
Lease by the indemni�yzng party; or (c) negligence or willfvl misconduct of the indemnifying party, or
their respective directors, employees and agents in connection with this Lease.
13.11. Waiver of Subro ation. Landlord and Tenant hereby release the other from any and
aIl liability or responsibility to the other or anyone claiming through or under them by way of subrogation or
otherwise for any loss or damage to property caused by fire or any other perils insured in policies of property
insurance covering such property, even if such loss or damage shall ha.ve been ca.used by the fault or
negligence of the other party, or anyone for whom such pariy may be responsible. All of Tenant's and
Landlord's policies of properiy i.nsurance shall contain waivex of subrogation endorsements in favor of the
other party and copies of same shatl be delivered upon request.
13.12. Dutv to Maintain Tnsurance. Failure on the part of the Lessee to maintain the
insurance as required shall constitute a material breaCh of lease,upon which the Public Entity may, after
giving five business days' notice to the Lessee to correct the breach, terminate the Lease or, at its
discretion,procure ox renew such insurance and pay any and all premiums in connection therewith,with
any sums so expended to be repaid to the Public Entity on demand.
i 3.13. Full Availability of Limits. If the Lessee maintains higher insurance limits tban the
minimums shown above, the Public Entity shail be insured for the full available limits of Commercial
General and Excess or Umbrella liability maintain.ed by the Lessee, irrespective of whether such limits
maantain.ed by the Lessee are greater than those required by this Lease or whether any certificate of'
insurance furnished to the Public Entity evidences limits of liability Iower than those mainfi.a.ined by the
Lessee.
14. DAMAGE OR DESTRUCTION; CONDEMNATI�N. If the Premises are damaged or
destroyed in whole or in material part; or if the Premises or a substantial partion thereof aze taken bq
condemnation or under the power of eminent domain, Landlord or Tenant may, at its option, elect to
ternunate this tenancy. �f the Lease is not so terniinated, Landlord sha11 promptly make any and all
necessary repairs.
15. SURRENDER AT EXPiRATION. Upon expiration of the Lease term or eazlier
termination on account of default, Tenant shall surrender the Premises in good condition and repair,
reasonable wear and tear excepted,damage by Landlord, casualty and condemnation excepted.
�5. DEFAULT. Tenant shall be in default of this Lease if it(a):fails to pay any sum,including
Base Rent, due under this Lease following five business {5) days' written notice from Landlord of the
failure to pay, or{b)fails to comply with any term or condition or fulfill any obligation of the Lease and
the failure continues for a period of 30 days after written notzce by Landlord to Tenant,provided,however,
that if the nature of Tenantas obligation is such that more than thirty (30) days are requixed for
performance,then Tenant sha1l not be in default if Tenant commences performance w�ithin such tlurty(30)
day period and thereafter diligently prosecutes the sarne to completion. In the event of a default, this
Lease may be terminated at the option of Lancllord by written notice to Tenant. Whether or not the Lease
is terrrunated by the election of Landlord or otherwise,Landlord shall be entitled to recover damages from
Tenant and Lancllord may retake possession of the Premises and reserves any other remedy available to
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the Landlord under the applicable law; provided, however, that Landlord shall: (a} use good faith,
commercially reasonable efforts to mitigate its damages arising out of any Tenant default; (b) not be
entitled to accelerate the payment of Rent;(c)not be entitied to a"landlord's lien"against any of Tenant's
personal properly or trade fixtures; and(d)not be enti�led to dispossess Tenant of the Premises pursuant
to any"lock-out"or other non judicial remedy. Under no circumstances shall Tenant be required to waive
any defenses, counterclaims or rights it may have under applicable law to cure defaults or prevent Lease
termination or eviction.
16.1. Landlord's Default. Should Landlord default in the performance of any covenants
andlor conditions on the Landlord's part herein contained, and if such default is not cured within thirty
(30) days after written notice by the Tenant to Landlord thereof,except in case of an emergency in which
case no notice shall be necessary and no opportunity to cure shall apply,or if such default cannot be cured
within i:hirty(30)da.ys,then if the Landlord does not notify Tenant of delay or does not comxnence within
such thirry(30}days to cure said default and cure the same with all reasonable dispatch,Tenant sha11 have
the right to cure said default for the account of Landlord, and Landlord sha11 upon demand, reimburse
Tenant for Tenant's costs and expenses inc�ed in connection therewith. Nothing contained in this
Pazagraph 15.1 shall be construed so as to abridge any rights otherwise available to Tenant at law or in
equity.
17. NIISCELLANEOUS.
17.1., 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.Landlord,to its knowledge,
as of the EfFective Date hereby represents and warrants that(a)the Premises and Building do not contain
Hazardous Materials; (b)the Premises and Building have not been used in violation of any environmental
• Iaws; and (c) the Premises and Building are in compliance with environmental laws as of the
Commencement Date. Tenant shall have no responsibility for any Hazardous Materi,ais that: (i) existed
on the Premises before the Commencement Date; or(ii)were caused by Landlord,its agents,employees,
or contra.ctoxs;or{iii}that Tenant can demanstrate migrated onto the Premises from a source off-Premises
that was not caused by Tenant. As used herein,the term"Haza.rdous Material"means an.y hazardous or
toxic substance, material, or waste which is or becomes regulated by any local governmental authority,
the sta.te of Washington or the United Sta.tes government. The term "Haza.rdous Material" includes,
without limita.tion, any material or substance that is: {a) defined as a "hazardous waste," "extremely
hazardous waste,""restricted hazardous waste,""haza.rdous substance,""hazardaus material,"or"waste"
under any federal,state or local law;(b)petroleum; and(c}asbestos.The provisions of this Section 17.1,
including,without Iimitation,the indeznnification provisions set forth herein,shall survive any terrriination
of this Lease.
17.2. Non-waiver. Waiver by either party of stricfi performance af any provision of this
Lease shall not be a waiver of or prejudice to the pazty's right to require strict performance of the same
provision or of any other provision in the future.
17.3. Notices. Any notice will be deemed delivered: (a)when personally delivered; (b}
when delivered by facsimile or electronic mail transmission(in either case,with confirmation of delivery);
(c)on the day following delivery of the notice by reputable overnight courier;or(d) on the day followi.ng
delivery of the notice by mailing by certified or registered U.S. mail, posta.ge prepaid, return receipt
requested; and in any case shall be sent to the applicable pariy at its address as set forth in Section 18
below. Addresses for notices may be changed from time to time by writt�n notice to all other parties
pursuant to this Section 17.3.
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17.4. Time of Essence. Time is of the essence of the performance of each o£ the
obligations under this Lease.
17.5. Recordin�of Lease. This Lease need not be recorded.
17.6. Rules and Re�ulations. Tenant shall obse�rve reasonable Rules and Regulations
established and amended by Landlord for the Premises from time to time upon 30 days advance,written
nohce from Landlord to Tenant so long as any such rules, amendments or supplements do not adversely
afFect Tenant's use of the Pzemises ar expenses incurred under this Lease. Tenant shall have a reasona.ble
opportunify to comment on proposed rules and regulations. The Rules are in addition to and shall not be
construed to modify or amend this Lease in any way, and to the extent the Rules conflict wi.th fihe Lease
the terms of the Lease shall control.
17.7. Assignment. Tenant shall not assign or transfer this Lease without Landlord's
prior consent, which consent sha11 not be unreasonably withheld, concli�ioned, or delayed.
Notwithstanding anytk�ing in this Secfiion 17.7 to f.he contrary, Tenant may, withaut Landlord's consent,
but after providing written notice to Landlord,assign this Lease or sublet a11 or any portion of the Premises
to: (a) any Rela#ed Entity(as defined below); {b)to a person or entity acquiring a11 or substantially all of
Tenant's assets; (c) to a person or entity that acquires by merger, consolidation, or otherwise all or
substantially aI10£the ownersYiip interests in and control of Tenant. "Relafied Entity" means any parent
company, subsidiary, aff'�liate or related corporate entity of Tenant that controis, is controlled by, or is
under common control with Tenant.
17.8. Altera.tions. Improvements and Additions. Tenant sha1l make no alterations,
improvements or additions to the Premises without Landlord's prior consent. Landlord may not withhold
or condition its consent unless the making or installation of the improvements or altera.tions (a}adversely
affects the Building structure, (b) adversely affects the Building systems, {c) do not comply with
applicable laws, (d)affect the exterior appearance of the Building,or(e) a Design Problem.
17.9. Compliance with Laws,Ordinances and Re�ulations. Tenant sha11 comply with all
laws,ordinances and regulations of any governmental agency or public authority having jurisdiction with
respect to Tenant's specific use and buildout of the Premises.
17.10. Res�onsible Partv. Following is the name and phone number of Tenant's
representative which may be cqnta.cted in an emergency: Cory Sbazbaro,Executive Vice President,(866)
389-5532.
17.11. Tenant to Su i Information. The Tenant sha11, whenever requested by the
Landlord to do so,furnish to the Landlord full and correct contact information for staff inembers working
at the Premises, as may be requested by the Landlord.
17.12. Pazkin�. Tenant,its employees,agents,contractors,and invitees,shall have the use
in common with other tenants`of the Building of the parking Iot on the Property at z�o additional cost.As
of the signing of this lease there are fozar(4)unreserved pazking stalls available for Building tenants.
17.13. Dispute Resolution. Sirould auy dispute arise conceming the enforcement,
interpreta.tion,breach or any other term of this Ag�reement,the parties sha11 first meet in a good faith effort
to resolve the dispute. In the event the dispute cannot be resolved by agreement o;f the parties or by
mediation,the dispute shall be resolved by binding arbitration pursuant to RCW 7.04A, as amended, and
the Mandatory Rules of Arbitration(MAR). Venue sha11 be placed in Franklin County, Washington;the
Iaws of the State of Washington sha1l apply; and the prevailing party shall be entitled to its reasonable
Lease Agreement-8
4812-9159-3927v.9 0107788�000004
attorne.y fees and costs. LANDLORD AND TENANT HEREBY EXPRESSLY WAIVE ANY RIGHT
T�REQUIRE THAT ANY DISPUTE UNDER THIS LEASE BE HEARD BEFORE A JURY.
17.14. Discrimination. Tenant si�all not discriminate against any passenger because of
sex, age, race, color, creed, national origin, marital status or the presence of any disability, including
sensory,mental or physical handicap.
17.1.5. Tenant's PropertY. Landlord agrees that aIl furnishings, furniture, fixtures,
equipment,inventory,merchandise,goods,chattels,trade fixtures,signage,appliances and other personal
property of Tenant at any time located on the Premises, (collectively, "Tenant's Propertv"), shall be and
at all times remain the sole and absolute property of Tenant,regardless of whether the same (x)is affixed
to the Premises, or (y} may now or hereafter be regarded as a fixture or as properly of Landlord by
operation of law or otherwise. Tenant shall have the right at any time and from time to time during the
Term to remove any Tenant's Properly from the Premises;provided,however,tha.t Tenant sha1l repair a11
damage caused by such removal of Tenant's Properry.
17.16. Successors. Subject to Section 17.7, this Lease shall bind and inure to the benefit
of the parties,theu respective heirs, successors,and pernutted assigns.
17.17. Time of the Essence.Time is of the essence of each and every provision hereof. If
the final date of any period of time set forth herein occurs on a Saturda.y, Sun.cla.y or legal holida.y,then in
such event,the expira.tion of such period of time shall be postponed to the next da.y which is not a Saturday,
Sunday or legal holiday.
17.18. Foxce Maj eure.Except for the Commencement Date,Landlord and Tenant shall be
excused for the period of delay in the perfonnance of any of thei�obligations hereunder, and sha11 not be
considexed in default, and ali time periods pernutted hereunder for the performance of any such term,
covenant, or condition shall be tolled on a day-for-day basis upon written notice from either pazty to the
other of such party's inability to perform or satisfy any such term, covenant, or condition of this Lease
due to a Force Majeure. For purposes hereof, "Force Majeure" means strikes, lockouts, labor disputes,
shortages of labor, fire or othex casualty, Acts of God, or any other cause beyond the reasonable control
of a party, including, but not limited to, events of nature (including snow or ice storm, tornadoes,
windstorms,flooding and severe weather),civil dasturbances,interruptions by governxnent or court order,
valid orders of any regulatory body ha.ving proper jurisdiction, pandemics and epidemics, wars, riots,
inability to secure materials (including inability to secure materials by reason of allocations promuigated
by authorized governinental agencies but not including any such inability to obtain ma#erials due to cost},
and inability to obtain permits due to any of the foregoing.
17.19. Entire A eement. This Lease and the covenants and agreements set forth herein
aze and sha11 constitute the entire agreement between the parties. None of these terms, covenants, and
agreements of this Lease shall in any manner be altered,waived or changed,except by written instrument
signed and delivered by the parties hereto.
17.20. Counterparts. This Lease may be executed in counterparts all of wluch taken
#ogether sha11 be deemed one original when executed by both parties. Furtherrnore, the parties agree that
(a)this Lease may be transmitted between them by electronic mail and(ii)electronic signa#ures(including
electronic copies of manuai signa.tures) shall have the effect of original signatures relative to fihis Lease.
18. NOTICES. Notice address are set forth as follows:
To Landlord: To Tenant:
�
Lease Agreement-9
4812-9159-3927v.9 0107788-000004
r
City of Pasco Group Health Foundation
PO Box 293 80I Third Ave., Suite 224
Pasco WA 99301 Seattle, WA 98104
Attn:Director of Admin&Comm Services Attn: Cory Sbarbaro,Executive Vice President
With a copy to (but such copy shall not With a copy to (but such copy shall not constitute
constitute notice): notice):
Kerr Ferguson Law,PLLC Davis Wright Tremaine LLP
7025 W. Grandridge BLVD, Ste A 920 Fifth Ave., Suite 3300
Kennewick, WA 99336 Seattle,WA 98104
Attn: Eric W.Ferguson At�: Heather A. Coldwell
[Remainder of'page is blank; signatures folZowJ
Lease Agreement- 10
4812-9159-3927v.9 0107788-000004
IN WITNESS WHEREOF,#he parti�es hereto ha.ve executed or caused this instrument as of dates written
below.
Landlord: Tenant:
CITY OF PASCO GROUP HEALTH FOUNDATION,
a Washington nonprofit corporaxion
.�.��,��'.�-�'�.
� �.��1ii��t�'�.�l��1z'�
By: F���;t��;:��i�,�� i���`t�t�
Dave Zabell,Ci ger By: �' �;����i'r�Y���������"^��
Cory Sbarbaro,Execufive�ice��'resi�deiit`'
Date: �`� �25�2Z �5����t� �.��ti, �
Date: �''E' Q`'�' �
t
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Lease Agreement-11
4812-9159-3927v.9 0107788-000004
Acknowledgments:
LANDLORD:
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.
GNEN under my hand and official seal this <� day of �Q 1 �-- , 2022.
, �""'�
APRIL CU�.W��,� Notary Public ' and for the Sta.te of Washin.gton
NOTARY PUBLIC#208573
S7ATE OF WASHINGTON Residing at ���CO
COMMISSION EXPiRES My Commission Expires 01-�Q-Z3
JULY 19.2Q23
TENANT:
STATE OF WASHINGTON )
:ss
�
County of King )
On this da.y personally appeared before me CORY SBARBARO, Executive Vice President of
GROUP HEALTH FOUNDATION, described in and who executed the within and foregoing
instrument,and acknowledged that he signed the same as lus free and voluntary act and deed for the uses
a�d pwrposes therein mentioned.
GIVEN under my hand and afficial seal this�day of �,�;�_ , 2d22.
��� `
Notary Public in and for the State of Washington
``�����►u�G�UtB������i Residin at Z�.�� �?�rd 'Sr�'
�.�`���.�:'A'y�ioii F�F,p%•,� g � ,.
``�0��o3o_z�?p%� ;� My Commission Expires i o-?,�a -�o z�
u� e'; �
_ �� ��r ^� �
_ :C� AUBL�C ,'n:2�
��'��'9�'�eNumbe��'����o�
����������WAs��t�`*.
Lease Agreement- 12
4812-9159-3927v.9 0107788-000004
EX�IISIT A
Legal Description
E�ga��ti�art�r p�er�y�fhe s�dr�s�403�il��is�Pasr,�WA�ts it��o�r�s:
li�at p�t�t�f�ic�dOE�G�C�4addfNol�te�Y�te t.�t�r C�f P�sco.4f'1�a�1'+ir�gtart,r�iEy�i as�rfs�fUm'l�r�
�?lie � ���lA�C�+'��'�h6$�� �1'1���Llf����$t�d 1�}`i8�Q$�HE�IRd7��IhtA{��If�S�l�u¢£��
8t�,f�d�c�n.d���a o'V�t�(tt�ti eE t��E�i��er a�sald�o�k�'i�rs a�the paint
a�t�pitY�#��hemoe s€�itv�e5E�9��[�r1��e Stiistft[lne c�f'sair�iot���sta�af l�r+�►ty(�D�f�:
�in a nc�°ktae��rt�t dit�on.p�tl�w4Ett Ith�V�est f�t�f sa�d�a#.��dr�ar+�8 af t��f�tt�dr�d
�d �(1�1,�#�t 6v tlt��ey f n sa�I��1��iG�e�ang f!��orih iine of s��c�t F'n+��di�►o�
��t�ir��4�f�t�a�e nc�rth���y c�r�er a#'said b�,�ence�in�sauthe�st�riyr d�ec�kion���rrg
�a�t fin�c�s�l tc#,�d�nce�af�hu�idr�t9 sr�d ttarty 1�0��t�1�1�tep��t�f t�e b�€ie���:
�!!at�ort��g ta I�pk'�t�f�1r���t��i��x�t�d��ia�cm�!e in ftue atfice af fE�����uditor mf
Fr�r�ldin Coau�f,l�sh�n� �m�l c�e�d 6t Bao4c�.����t�5��i35,af D�d R�aoarfs.�aiff!c�8f
�����d f�inq�a'�€#�It�I�1��'���r.��rte�Z�),tcwvns�dp�e�e�l�10�l,af 9��thirl�
�3�}E�t oi� I�ametE�e l�eridaart.
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Lease Agreement- 13
4812-9159-3927v.9 0107788-000004
EXHIBIT B _
Premises
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Lease Agreement-14
4812-9159-3927v.9 0107788-OQ0004