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Group Health Foundation Post Office Space Lease 03.01.21
LEASE AGREEMENT Pasco Post Office — 401 W. Lewis 401 St., Pasco, WA 99301 Interior Office Space — Group Health Foundation 1. PARTIES. This Lease Agreement ("Lease") is made and entered into this 1 st day of March, 2021 (the "Effective Date"), by and between the CITY OF PASCO, a municipal corporation ("Landlord") and GROUP HEALTH FOUNDATION, a Washington nonprofit corporation ("Tenant'). 2. PREMISES. Landlord hereby leases to Tenant and Tenant hereby leases and takes from Landlord that certain premises located in the Pasco Post Office (the "Building") located at 401 W. Lewis Street, in the City of Pasco, County of Franklin, State of Washington, as legally described on Exhibit A attached hereto. The leased premises located on the first floor, as depicted on Exhibit B attached hereto, consisting of approximately 1493 square feet, more or less (referred to as the "Premises"), together with all improvements thereon and appurtenances thereto, including the nonexclusive right to use the Common Areas of 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. Landlord grants to Tenant 24-hour a day ingress and egress to and from the Premises to adjoining public streets and the right to use in common with all other persons entitled to use the same all parking, public entrances, lobbies, hallways, stairways, elevators and other Common Areas. 3. TERM. This Lease shall be in full force and effect upon delivery of the Premises from Landlord to Tenant, anticipated to be May 1, 2021, free of all occupants and tenancies and in the Delivery Condition (as defined below) (the "Commencement Date") through May 31, 2024 unless terminated as provided herein (the "Original Term"). The Tenant shall have one (1) option to renew for one (1), two (2), or three (3) years (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 initial term. The terms and provisions for a Renewal Term shall be identical with the Original Term, except as to the rent, described below. The Original Term and Renewal Term are together known as the "Term". Tenant's Work. Tenant shall prepare plans and specifications for improvements Tenant desires to make to the Premises ("Tenant Improvements"). Tenant shall provide Landlord with its plans for Landlord's review and approval within seven (7) days from the date hereof. Landlord 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 unreasonably interfere with the normal and customary business operations of other tenants in the Building (individually and collectively, a "Design Problem"). If Landlord does not provide Tenant with a written disapproval within fourteen (14) days, the plans for Tenant Improvements shall be deemed approved. In the event Landlord does not approve of Tenant's plans and specifications, it shall provide detailed written reasons for such disapproval, and Tenant shall promptly thereafter resubmit the plans and specifications to Landlord, and the process shall be repeated until the plans and specifications have been approved, or deemed approved, by Landlord. There shall be no charge by Landlord for the review of plans or any inspections that Landlord deems necessary with regard to any Tenant Improvements, nor shall Landlord receive any fee for profit, overhead, general conditions or supervision, in connection with Tenant Improvements constructed by Tenant. Lease Agreement - 1 4812-9159-3927v.4 0107788-000004 DocVerify ID: 827E946B.74FD-49C6-93DE-1DDC9C159E4A Page 1 of 13 11DDC9C159E4A ,jllllu www.docverify.com 3.1. L In lieu of a tenant improvement allowance, Tenant shall receive a credit against Base Rent in the amount of Fifty -Thousand Dollars ($50,000), to be applied until fully paid (the "Allowance Credit"). 3.1.2. Tenant shall, 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 shall provide proof of typical insurance before commencement of work. Tenant, its contractors and subcontractors, shall have unimpaired access to the Premises, with adequate power continuously available at the Premises. Tenant and Tenant's contractors, subcontractors, architects, engineers, and designers shall not be charged for the use of elevators, restrooms, loading docks, parking or utilities during Tenant's move into the Building. Landlord shall run the HVAC twenty-four (24) hours per day for the seven (7) day period immediately prior to the date Tenant anticipates commencing business operations to flush out new finish odors. Tenant shall give Landlord fourteen (14) days' notice of the date Tenant anticipates commencing business operations. 4. RENT AND OTHER 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 Certificate of Occupancy for the Premises; or (ii) the date Tenant opens for business (the "Rent Commencement Date"). Rent shall be pro -rated for the first month should the Lease commence on any other day than the first day of the month. Subsequent monthly rent payments shall be payable in advance, on or before the first day of each month of the Term. Rent shall be payable to Landlord without demand and without deduction, setoff or counterclaim. 4.1. Rent. Base Rent rates will be in the amounts stipulated as set forth below. Tenant shall pay a late service charge 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 percentages are as shown below. Year Base Rent per sq. ft. Annual Base Monthly Base (2% increase per year) Rent** Rent** Rent Commencement $9.00 x 1493 $13,437 $1,119.75 Date — May 31, 2022 June 1,2022— May 3l, $9.18 $13,705.74 $1,142.15 2023 June 1, 2023 —May 31, $9.36 $13,979.85 $1,164.99 2024 June 1, 2024 — May 3 1, $9.55 $14,259.45 $1,188.29 2025 * June 1, 2025 —May 31, $9.74 $14,544.64 $1,212.05 2026 * June 1, 2026—May 31, $9.93 $14,835.53 $1,236.29 2027 * Indicates Renewal Term ** Per Section 3.1.1 (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 outstanding balance to the Landlord. 4.2. Leasehold Excise Tax. In addition to the monthly rent amount, 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 shall be paid to Landlord in the manner required in this Lease Agreement - 2 4812-9159-3927v.4 0107788-000004 DocVerify ID: 827E946B.74FD49C6-93DE-1DDC9C169E4A z page 2 of 13 21DDC9C159E4A ,III ���I II www.docvedfy.com Section 4 of this Lease by the first day of each month, upon Tenant's receipt of a statement of such Excise Tax amount due from Landlord. Initial tax amount will be determined by Landlord and shall increase as the base rent increases and/or as the statutory percentage changes. 4.3. Security Deposit. 4.3.1. Upon execution of this Lease, Tenant shall deposit the sum equal to one (1) months' rent with Landlord as a security deposit. This sum shall guarantee Tenant's performance of its obligations hereunder. If Tenant fails to perform any of its obligations hereunder, Landlord may apply the appropriate portion of the security deposit to cure the default or to compensate the Landlord for damage it has sustained as a result of Tenant's default. In the event that Landlord deems it necessary to use monies from the Security Deposit in order to secure Tenant's compliance with the provisions of this lease, Landlord shall provide Tenant written notice of Landlord's intent to apply monies from the deposit for such purpose. 4.3.2. If any portion of the deposit is soused, Tenant shall, within fifteen (15) days of demand, deposit sufficient cash with the Landlord to restore the security deposit to its original amount. 4.3.3. If Tenant fully performs its obligations under this Lease, the security deposit or any balance thereof shall be returned to the Tenant at the expiration of this Lease, or after Tenant has vacated the Premises, whichever is later, provided that Landlord may retain the security deposit until such time as any amount due from the Tenant to Landlord has been paid in full. 5. 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. 6. RESTRICTIONS ON USE. In connection with the use of the Premises, Tenant shall: 6.1. 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 reputation of the Premises. 6.2. Not permit its customers or clients to cause litter, garbage or other refuse or debris to accumulate on the Premises except in suitable garbage containers. 6.3. Signs. Tenant shall not erect signage without Landlord's prior written consent, not to be unreasonably withheld, and as is consistent with Pasco Municipal Code Title 17. 7. CARE OF PREMISES. Tenant shall use ordinary care in its use of the Premises, and repair any damage caused by its negligence, reasonable wear and tear excepted. 8. LANDLORD'S REPRESENTATIONS, WARRANTIES AND COVENANTS. Landlord hereby represents and warrants to Tenant that it has the full right, power and authority to lease the Premises to Tenant. Landlord represents and warrants to Tenant that the consent or approval of any third party, including, without limitation, a lender, is not required with respect to the execution of this Lease, or if any such third party consent or approval is required, Landlord has obtained any and all such consents or approvals. Except as specifically set forth herein, neither Landlord nor its agents have made any representations with respect to the Premises. No rights, easements, or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Lease. The taking of possession of the leased property by the Tenant shall be conclusive evidence that the Premises were in good condition at the time possession was taken. TENANT ACCEPTS THE PREMISES AS -IS, except that upon delivery the Premises (including all access points to the Premises) will be in sound condition both structurally and mechanically; water tight; with all systems and utilities in good working order and Lease Agreement - 3 4812-9159-3927v.4 0107788-000004 DocVerifyID: 927E946B-74FD-49C6.93DE-1DDC9C169E4A ,ill IIi www.doevedfy.com Page 3 of 13 31 DDC9C159E4A I 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 Condition"). 9. QUIET ENJOYMENT. Landlord agrees that so long as Tenant observes and performs all 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. 10. UTILITIES, REPAIRS AND MAINTENANCE. Landlord shall provide, at its own expense, all 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 Landlord to examine the same and to make such repairs, additions and alterations as Landlord may deem advisable or is required hereunder, provided that Landlord shall use commercially reasonable efforts to minimize any interference with Tenant's business, and following completion of the work, and shall return Tenant's fixtures, property and equipment to the original locations and condition. Tenant shall have access to the Premises and all parking 24-hours per day, 365 days per year. 11. TAXES. Tenant shall pay all taxes assessed against and levied upon Tenant's trade fixtures, and all other personal property of Tenant contained in or around the Premises. 12. INSURANCE AND INDEMNITY. 12.1. Workers' Compensation. The Tenant must maintain Workers' Compensation insurance in compliance with all applicable statutes. The policy shall 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, policy limit, and $500,000 Bodily Injury by disease, each employee. 12.2. General Liability. The Tenant must maintain insurance at least as broad as Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover premises and contractual liability. The City of Pasco shall be named as an additional insured on Lessee's Commercial General Liability insurance policy using ISO Form CG 20 11, Additional Insured -Managers or Lessors of Premises or a substitute endorsement providing at least as broad coverage. Commercial General liability insurance shall be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate. 12.3. Primary Insurance. The Lessee's Commercial General Liability insurance policy or policies are to contain, or be endorsed to contain that they shall be primary insurance as respect the Public Entity. Any insurance, self-insurance, or self -insured pool coverage maintained by the Public Entity shall be excess of the Lessee's insurance and shall not contribute with it. 12.4. 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. 12.5. Hazardous Materials Coverage. Tenant must carry sufficient coverage, to the reasonable satisfaction of Landlord, for damage caused by Hazardous Materials. Said coverage to be of an amount and type consistent with industry standards and at a rate that is commercially reasonable. Lease Agreement - 4 4812-9159-3927v.4 0107788-000004 DocVerify ID: 827E946B-74FD-39C6-93DE-1DDC9C159E4A Page 4 of 13 41DDC9C159E4A '��I www.docvedfy.com 1l1 12.6. Adiustment to Insurance Coverage Limits. The coverage limits set forth herein shall be increased at the time of any Renewal Term to limits as reasonably specified by Landlord. 12.7. Additional Insured - Certificate of Insurance. The Tenant shall 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 12. Tenant 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 thirty (30) days prior written notice to the Landlord. 12.8. State -required Insurances. Tenant shall carry insurance coverage that satisfies all Washington State required insurances at the required limits and shall list Landlord as Additional Insured on all such policies, as applicable. 12.9. Landlord's Insurance. Landlord shall maintain so called "all risk" property insurance on the Building at one hundred percent (100%) of replacement cost, together with such other insurance coverage as Landlord may elect to maintain. 12.10. Indemnity. Subject to Section 12.11 below, each party hereby agrees to indemnify, defend and hold harmless the other party, its affiliates, and their respective directors, employees and agents from and against any and all third party suits, claims, actions, demands, liabilities, expenses and/or losses, including reasonable legal expenses and reasonable attorneys' fees ("Losses") to the extent such Losses result from any of the following, but except to the extent caused by the negligence or misconduct of the other party: (a) breach of warranty by the indemnifying party contained in this Lease; (b) breach of this Lease by the indemnifying party; or (c) negligence or willful misconduct of the indemnifying party, or their respective directors, employees and agents in connection with this Lease. 12.11. Waiver of Subrogation. Landlord and Tenant hereby release the other from any and all 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 have been caused by the fault or negligence of the other party, or anyone for whom such party may be responsible. All of Tenant's and Landlord's policies of property insurance shall contain waiver of subrogation endorsements in favor of the other party and copies of same shall be delivered upon request. 12.12. Duty to Maintain Insurance. 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 or 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. 12.13. Full Availability of Limits. If the Lessee maintains higher insurance limits than the minimums shown above, the Public Entity shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Lessee, irrespective of whether such limits maintained 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 lower than those maintained by the Lessee. 13. DAMAGE OR DESTRUCTION; CONDEMNATION. If the Premises are damaged or destroyed in whole or in material part; or if the Premises or a substantial portion thereof are taken by Lease Agreement - 5 4812-9159-3927v.4 0107788-000004 DocVer(fy ID: 827E946B-74FDA9C6-93DE-1DDC9C159E4A Page 5 of 13 51DDC9C159E4A ,III ��'I Ill I www.docverify.com 9 condemnation or under the power of eminent domain, Landlord or Tenant may, at its option, elect to terminate this tenancy. If the Lease is not so terminated, Landlord shall promptly make any and all necessary repairs. 14. SURRENDER AT EXPIRATION. Upon expiration of the Lease term or earlier 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. 15. 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 notice by Landlord to Tenant, provided, however, that if the nature of Tenant's obligation is such that more than thirty (30) days are required for performance, then Tenant shall not be in default if Tenant commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. In the event of a default, this Lease may be terminated at the option of Landlord by written notice to Tenant. Whether or not the Lease is terminated by the election of Landlord or otherwise, Landlord shall be entitled to recover damages from Tenant and Landlord may retake possession of the Premises and reserves any other remedy available to 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 entitled to a "landlord's lien" against any of Tenant's personal property or trade fixtures; and (d) not be entitled 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. 15.1. Landlord's Default. Should Landlord default in the performance of any covenants and/or 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 thirty (30) days, then if the Landlord does not notify Tenant of delay or does not commence within such thirty (30) days to cure said default and cure the same with all reasonable dispatch, Tenant shall have the right to cure said default for the account of Landlord, and Landlord shall upon demand, reimburse Tenant for Tenant's costs and expenses incurred in connection therewith. Nothing contained in this Paragraph 15.1 shall be construed so as to abridge any rights otherwise available to Tenant at law or in equity. 16. MISCELLANEOUS. 16.1. 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 laws; 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 Materials that: (i) existed on the Premises before the Commencement Date; or (ii) were caused by Landlord, its agents, employees, or contractors; or (iii) that Tenant can demonstrate migrated onto the Premises from a source off -Premises that was not caused by Tenant. As used herein, the term "Hazardous Material" means any hazardous or toxic substance, material, or waste which is or becomes regulated by any local governmental authority, Lease Agreement - 6 4812-9159-3927v.4 0107788-000004 DocVerifyID: 827E946B-74FD-49C6-93DE-1DDC9C169E4A Page 6of13 61DDC9C159E4A 'lll1llll www.doovetify.com the state of Washington or the United States government. The term "Hazardous Material" includes, without limitation, any material or substance that is: (a) defined as a "hazardous waste," "extremely hazardous waste," "restricted hazardous waste," "hazardous substance," "hazardous material," or "waste" under any federal, state or local law; (b) petroleum; and (c) asbestos. The provisions of this Section 16.1, including, without limitation, the indemnification provisions set forth herein, shall survive any termination of this Lease. 16.2. Non -waiver. Waiver by either party of strict performance of any provision of this Lease shall not be a waiver of or prejudice to the parry's right to require strict performance of the same provision or of any other provision in the future. 16.3. 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 following delivery of the notice by mailing by certified or registered U.S. mail, postage prepaid, return receipt requested; and in any case shall be sent to the applicable party at its address as set forth in Section 17 below. Addresses for notices may be changed from time to time by written notice to all other parties pursuant to this Section 16.3. 16.4. Time of Essence. Time is of the essence of the performance of each of the obligations under this Lease. 16.5. Recording of Lease. This Lease need not be recorded. 16.6. Rules and Regulations. Tenant shall observe reasonable Rules and Regulations established and amended by Landlord for the Premises from time to time upon 30 days advance, written notice from Landlord to Tenant so long as any such rules, amendments or supplements do not adversely affect Tenant's use of the Premises or expenses incurred under this Lease. Tenant shall have a reasonable opportunity 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 with the Lease the terms of the Lease shall control. 16.7. Assignment. Tenant shall not assign or transfer this Lease without Landlord's prior consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding anything in this Section 13 to the contrary, Tenant may, without Landlord's consent, but after providing written notice to Landlord, assign this Lease or sublet all or any portion of the Premises to: (a) any Related Entity (as defined below); (b) to a person or entity acquiring all or substantially all of Tenant's assets; (c) to a person or entity that acquires by merger, consolidation, or otherwise all or substantially all of the ownership interests in and control of Tenant. "Related Entity" means any parent company, subsidiary, affiliate or related corporate entity of Tenant that controls, is controlled by, or is under common control with Tenant. 16.8. Alterations, Improvements and Additions. Tenant shall 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 alterations (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. 16.9. Compliance with Laws Ordinances and Regulations. Tenant shall 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. Lease Agreement - 7 4812-9159-3927v.4 0107788-000004 DocVerify ID: 827E946B-74FD-49C6.93DE-1DDC9C159E4A ,III oIll'l l www.docverify.com Page 7 of 13 71 DDC9C159E4A I 16.10. Responsible Party. Following is the name and phone number of Tenant's representative which may be contacted in an emergency: Cory Sbarbaro, Executive Vice President, (866) 389-5532. 16.11. Tenant to Supply Information. The Tenant shall, whenever requested by the Landlord to do so, furnish to the Landlord full and correct contact information for staff members working at the Premises, as may be requested by the Landlord. 16.12. Parking. Tenant, its employees, agents, contractors, and invitees, shall have the use in common with other tenants of the Building of the parking lot on the Property at no additional cost. As of the signing of this lease there are four (4) unreserved parking stalls available for Building tenants. 16.13. Dispute Resolution. Should any dispute arise concerning the enforcement, interpretation, breach or any other term of this Agreement, the parties shall first meet in a good faith effort to resolve the dispute. In the event the dispute cannot be resolved by agreement of 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 shall be placed in Franklin County, Washington; the laws of the State of Washington shall apply; and the prevailing party shall be entitled to its reasonable attorney fees and costs. LANDLORD AND TENANT HEREBY EXPRESSLY WAIVE ANY RIGHT TO REQUIRE THAT ANY DISPUTE UNDER THIS LEASE BE HEARD BEFORE A JURY. 16.14. Discrimination. Tenant shall 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. 16.15. Tenant's Property. Landlord agrees that all 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 Property"), 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 property 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 Property from the Premises; provided, however, that Tenant shall repair all damage caused by such removal of Tenant's Property. 16.16. Successors. Subject to Section 16.7, this Lease shall bind and inure to the benefit of the parties, their respective heirs, successors, and permitted assigns. 16.17. 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 Saturday, Sunday or legal holiday, then in such event, the expiration of such period of time shall be postponed to the next day which is not a Saturday, Sunday or legal holiday. 16.18. Force Majeure. Except for the Commencement Date, Landlord and Tenant shall be excused for the period of delay in the performance of any of their obligations hereunder, and shall not be considered in default, and all time periods permitted 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 party to the other of such party's inability to perform or satisfy any such tern, 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 other 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 disturbances, interruptions by government or court order, Lease Agreement - 8 4812-9159-3927v.4 0107788-000004 DocVerifyID: 827E946B-74FD-49C6-93DE-1DDC9C159E4A Page 8of13 81DDC9C159E4A Piol�� III www.docve�fy.com valid orders of any regulatory body having proper jurisdiction, pandemics and epidemics, wars, riots, inability to secure materials (including inability to secure materials by reason of allocations promulgated by authorized governmental agencies but not including any such inability to obtain materials due to cost), and inability to obtain permits due to any of the foregoing. 16.19. Entire Agreement. This Lease and the covenants and agreements set forth herein are and shall 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. 16.20. Counterparts. This Lease may be executed in counterparts all of which taken together shall be deemed one original when executed by both parties. Furthermore, the parties agree that (i) this Lease may be transmitted between them by electronic mail and (ii) electronic signatures (including electronic copies of manual signatures) shall have the effect of original signatures relative to this Lease. 17. NOTICES. Notice address are set forth as follows: To Landlord: City of Pasco PO Box 293 Pasco WA 99301 Attn: Director of Admin & Comm Services With a copy to (but such copy shall not constitute notice): Kerr Ferguson Law, PLLC 7025 W. Grandridge BLVD, Ste A Kennewick, WA 99336 Attn: Eric W. Ferguson To Tenant: Group Health Foundation 801 Third Ave., Suite 220 Seattle, WA 98104 Attn: Cory Sbarbaro, Executive Vice President With a copy to (but such copy shall not constitute notice). - Davis Wright Tremaine LLP 920 Fifth Ave., Suite 3300 Seattle, WA 98104 Attn: Heather A. Coldwell [Remainder of page is blank; signatures follow] Lease Agreement - 9 4812-9159-3927v.4 0107788-000004 DocVerify ID: 827E946B-74FDA9C6-93DE-1DDC9C159E4A Page 9 of 13 91DDC9C159E4A 1I1' � -11 II www.docverify.com 111 IN WITNESS WHEREOF, the parties hereto have executed or caused this instrument as of the Effective Date. Landlord: CITY OF PASCO "I� By: Dave Zabell, City Manager Lease Agreement - 10 4812-9159-3927v.3 0107788-000004 4812-9159-3927v.4 0107788-000004 Tenant: GROUP HEALTH FOUNDATION, a Washington nonprofit corporation By: Cory SbOAM0, Cory Sbarbaro, Executive Vice President DocVedfy ID: 827E946B-74FD-49C6-93DE-1DDC9C169E4A www.doevedfy.com Page 10 of 13 101DDC9C159E4A r docVerify- t B ° Group Health Foundation lease agreement DocVerify ID: 827E946B-74FD-49C6-93DE-1 DDC9C159E4A Created: April 02, 2021 14:34:52 -8:00 Pages: 13 Remote Notary: Yes / State: WA This document is a DocVerify VeriVaulted protected version of the document named above. It was created by a notary or on the behalf of a notary, and it is also a DocVerify E-Sign document, which means this document was created for the purposes of Electronic Signatures and/or Electronic Notary. Tampered or altered documents can be easily verified and validated with the DocVerify veriCheck system. This remote online notarization involved the use of communication technology. Go to www.docverir_com at any time to verify or validate the authenticity and integrity of this or any other DocVerify VeriVaulted document. E-Signature Summary E-Signature 1: Cory Sbarbaro (CS) April 02, 2021 15:29:25 -8:00 [721AF3AB2EOA] [67.183.65.61] csbarbaro@grouphealthfoundation.org (Principal) (ID Verified) E-Signature Notary: Kristi Ann Pond (KAP) April 02, 2021 15:29:25 -8:00 [EF6EO58584CA] [97.113.213.236] mobilenotaryservir-esllc@live.com I, Kristi Ann Pond, did witness the participants named above electronically sign this document. DocVerify documents cannot be altered or tampered with in any way once they are protected by the DocVerify VeriVault System. Best viewed with Adobe Reader or Adobe Acrobat All visible electronic signatures contained in this document are symbolic representations of the persons signature, and not intended to be an accurate depiction of the persons actual signature as defined by various Acts and/or Laws. DocVerify ID:827E946B-74FD-09C6-93DE-1DDC9C159E4A ,IBI 1I II I www.docverify.com Generated Cover Page', 1DDC9C159E4A 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. tilGIVEN under my hand and official seal this 6 d y of �� 2020. Notary Public State of Washington Notary Public d for the State of Washingto SANDY L. My COMMISSION EXPIRES Residing at August 7, 2023 My Commission Expires 3 Commission *94876 _------ TENANT: STATE OF WASHINGTON) :ss County of u;nn ) PIERCE. KAP On this day 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 his free and voluntary act and deed for the uses and purposes therein mentioned. GIVEN under my hand and official seal this 2nd day of April,-2021. K►isu ampond Notary Public in and for the State of Washington Residing at Pierce county. My Commission Expires 09-09-2024. Kristi Ann Pond ft ft 0 ft 0 KRISTI ANN POND AtOTARY PUBLIC STATE OF WASHINGTON gommission # 103642 I0y Commission Expires Sep 09, 2024 0 Notarial act performed by means of audio video communication Lease Agreement - 11 4812-9159-3927v.3 0107788-000004 4812-9159-3927v.4 0107788-000004 DocVerifyID: 827E946B-74FD-09C6-93DE-1DDC9C159E4A Page 11 of 13 111 DDC9C1 59E4A 'I�I 1F�29E111 �� III www.docverlfy.com 9 EXHIBIT A Legal Description Uo9al OmKAptbn tr property at the aWrem of 403 W Lewis St. Pasco +OVA n t1m: Thank part of 80ml Sink Additlon W the tfty of Pas= Wasdtiir9lxr1, descibed as t a4a Nurftrsi One (1 ), Two( )�Three (3) &-4 Fax (4) and. that part of Lot Number Five {(5) in said 80pol Bkm* Ad #ion. de fbad a s 1idKa�xa binning at the isoutl>eestm ly corner of sold Five as the point of beonr� ft thenoe saultnwreatwty afore fht South line of Said K a distinxe of twepty.f?D) teat: dmmx s in a ncrtheasfarty direcbon, parallel with the West Vine of said fat a diatance of one hundred and of t>vve (140) feet to the alley in eekt bk dc; thaw along the North fine: of s W lot five, a di�noe r+ Y (20) feet to the nGrtheaete ly comer of Bald fool, thence, in a soultmosber{y +dkoct on, ar" East Ihte of s6d lok, 8 dfatance of one hundred and erorty �140) f , ilo the point of also beonnmp. all ccordi ang to the ppW of said School Black Ardditlan art fe in the o k* of the Caurrty Auditor of Fmpldin Courriy, WW"r p- ton. snd recorded in Book No. 23, at pegs 135. of Dead Raeords. said ksts of parcels.of tad d Wng ' treing in ; action ilrvartl3►-n{w (29), 7vAm�ip Nkia (9) North of Rsrigethirty (30) F.aet of tl�e Nannette MerkNan. Lease Agreement - 12 4812-9159-3927v.3 0107788-000004 4812-9159-3927v.4 0107788-000004 DoWerify ID: 627E946B-74FD-49C6-93DE-iDDC9C159E4A Page 12 of 13 121DDC9C159E4A www.docve*.com EE��" EXHIBIT B Premises zr MMAGE pw.�..I aEV O A w Y a, r;.ST z COZyi'm iNq Y N" I I vAiJafl T1 ! aar� � y i .1 h irM a.•k,+wu.�— ew _ mar __... CMCZ #2 eE VV 'v vlpt., bnr.. wi XWEPITM asw. sra>Bs i ssnxl� TfNA CMCULUM c�>p �at.� Fa�nanaaia� REM©DM, FLOOR WAN sa �r Lease Agreement - 13 W 4812-9159-3927v.3 0107788-000004 4812-9159-3927v.4 0107788-000004 DOCVeiiwww.docv ffS27E946B-74FD-49C6-93DE-1DDC9C169E4A Page 13 of 13 131DDC9C159E4A www.docverrfy.com II �€ ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTR INSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD GROUP-1 OP ID: SR 04/13/2021 Sprague Israel Giles 1501 Fourth Avenue, Suite 730 Seattle, WA 98101-3225 Robert Karl CA License #0192858 Citizens Insurance Company Group Health CommunityFoundationGroup Health Foundation810 3rd Ave. Ste. 220Seattle, WA 98104 A X 1,000,000 X X ZB2-D127006-04 01/01/2021 01/01/2022 100,000 10,000 1,000,000 2,000,000 2,000,000 XA ZB2-D127006-04 01/01/2021 01/01/2022 1,000,000 WA STOP GAP 1,000,000 1,000,000 Certificate holder is additional insured/landlord if required by written contract or agreement, subject to the General Liability additional insured provision. Re: 401 W Lewis Street, Pasco, WA 99301 City of Pasco Attn: Director of Admin & Comm Services PO Box 293 Pasco, WA 99301 31534 AGENCY DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AMOUNT OF INSURANCE (A/C, No, Ext): EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS EXPIRATION DATE ACORD 27 (2009/12) SUB CODE: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE COVERAGE INFORMATION NAME AND ADDRESS E-MAIL THIS EVIDENCE OF PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE EFFECTIVE DATE LOCATION/DESCRIPTION The ACORD name and logo are registered marks of ACORD LOSS PAYEE CUSTOMER ID #: PROPERTY INFORMATION CONTINUED UNTIL FAX COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE THIS REPLACES PRIOR EVIDENCE DATED: © 1993-2009 ACORD CORPORATION. All rights reserved. PHONE LOAN # LOAN NUMBER REMARKS (Including Special Conditions) AUTHORIZED REPRESENTATIVE MORTGAGEE (A/C, No): ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE / PERILS / FORMS DATE (MM/DD/YYYY)EVIDENCE OF PROPERTY INSURANCE COMPANY NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS INSURED ADDITIONAL INTEREST TERMINATED IF CHECKED CODE: ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE ADDITIONAL INTEREST. DEDUCTIBLE AGENCY THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. POLICY NUMBER CANCELLATION ADDITIONAL INSURED ADDRESS: 206-623-7035 Earthquake and Flood $1,000 Sprague Israel Giles 1501 Fourth Avenue, Suite 730 Seattle, WA 98101-3225 Robert Karl Special Cause of Loss of direct physical loss ZB2-D127006-04 CSR: NC The Hanover Insurance Company 2502 2nd Avenue Suite 705 Seattle, WA 98121 conditions & exclusions. Primary exclusions are Business Personal Property 401 W Lewis Street Pasco, WA 99301 206-682-4993 05/01/2021 04/13/2021 Landlord GROUP-1 Replacement Cost $50,000 X or damage, subject to the policy limitations, City of Pasco Attn: Dir of Admin & Comm Serv PO Box 293 Pasco, WA 99301 01/01/2022 Group Health Foundation 810 3rd Ave. Ste. 220 Seattle, WA 98104