HomeMy WebLinkAbout4563 Resolution - INATAI Founation 2025 Post Office Lease
Resolution – Lease Arg for Storage at Post Office - 1
RESOLUTION NO. 4563
A RESOLUTION OF THE CITY OF PASCO, WASHINGTON,
AUTHORIZING THE CITY MANAGER TO EXECUTE A 28-MONTH LEASE
AGREEMENT BETWEEN INATAI FOUNDATION AND THE CITY OF
PASCO FOR STORAGE SPACE AT 403 W. LEWIS ST, PASCO, WA.
WHEREAS, the City of Pasco (City) in 2021 entered into a Lease Agreement with Group
Health Foundation, now named INATAI Foundation, for Office Space at 403 W. Lewis, with the
first Lease term through May 31, 2027; and
WHEREAS, the INATAI Foundation has expressed need for additional operation storage
space and requested to lease additional space at the current location; and
WHEREAS, both the City and INATAI Foundation desire to enter this Lease Agreement
for storage space at the Premises; and
WHEREAS, this Lease Agreement will be co-termed with the current office space lease
to include both original termination date and any optional renewal terms for Premises; and
WHEREAS, the City Council of the City of Pasco, Washington, has after due
consideration, determined that it is in the best interest of the City of Pasco to enter into the Lease
Agreement with INATAI Foundation at the Premises.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PASCO, WASHINGTON:
That the City Council of the City of Pasco approves the terms and conditions of the lease
agreement between INATAI Foundation and the City of Pasco; a copy of which is attached hereto
and incorporated herein by reference as Exhibit A.
Be It Further Resolved, the City Manager of the City of Pasco, Washington is hereby
authorized, empowered, and directed to sign and execute said Lease agreement on behalf of the
City of Pasco; and to make minor substantive changes necessary to execute the Lease.
Be It Further Resolved, that this Resolution shall take effect immediately.
Resolution – Lease Arg for Storage at Post Office - 2
PASSED by the City Council of the City of Pasco, Washington, on this 3rd day of February,
2025.
_____________________________
Pete Serrano
Mayor
ATTEST: APPROVED AS TO FORM:
_____________________________ ___________________________
Debra Barham, MMC Kerr Ferguson Law, PLLC
City Clerk City Attorneys
403 W Lewis St, Suite A – Lease Agreement
INATAI Foundation
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LEASE AGREEMENT
Pasco Post Office - 403 W. Lewis St., Suite A, Pasco, WA 99301
Interior basement Storage - INATAI Foundation
PARTIES. This Lease Agreement ("Lease") is made and entered into effective as of February 03,
2025 (the "Effective Date"), by and between the CITY OF PASCO, a municipal corporation
("City") and INATAI FOUNDATION, a Washington nonprofit corporation ("Lessee").
1. PREMISES. The City hereby leases to Lessee that certain premises located in the Pasco Post
Office (the "Building") 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 attached hereto. The leased
premises located on the basement floor, as depicted on Exhibit B attached hereto, consisting
of approximately 142 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
the City for the general non-exclusive use and convenience of Lessee with other lessees and
which are not leased or held for the exclusive use of a particular lessee. The City grants to
Lessee 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.
2. TERM. This Lease shall be in full force and effect upon delivery of the Premises from the City
to Lessee, in the Delivery Condition (as defined below) (the "Commencement Date"), which
Commencement Date is agreed to be February 03, 2025, through May 31, 2027, unless
terminated as provided herein (the "Original Term"). The Lessee 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 Lessee provides the City 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 shall be
identical with the Original Term, except as to the rent, described below. The Original Term and
each Renewal Term(s) are together known as the "Term".
3. RENT AND OTHER CHARGES. 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
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shall be payable in advance, on or before the first day of each month of the Term. Rent shall
be payable to the City without demand and without deduction, setoff or counterclaim.
3.1. Rent. Base Rent rates will be in the amounts stipulated as set forth below. Lessee 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 Square footage X Annual
Rate
Annual
Rate
Monthly
Rate
Commencement Date - Feb 03, 2025 142 sq. ft. X $18 $2,556 $213.00
June 1, 2025 - May 31, 2026 142 sq. ft. X $18.54 $2,632.68 $219.39
June 1, 2026 - May 31, 2027 142 sq. ft. X $19.10 $2,712.20 $226.02
June 1, 2027-May 31, 2028* 142 sq. ft. X $19.67 $2,793.14 $232.76
June 1, 2028 - May 31, 2029* 142 sq. ft. X $20.26 $2,876.92 $239.74
June 1,2029-May31, 2030* 142 sq. ft. X $20.87 $2,963.54 $246.96
* Indicates Renewal Term
3.2. Leasehold Excise Tax. In addition to the monthly rent amount, Lessee 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 the City in the
manner required in this Section 5 of this Lease by the first day of each month, upon Lessee's
receipt of a statement of such Excise Tax amount due from the City. Initial tax amount will
be determined by the City and shall increase as the base rent increases and/or as the
statutory percentage changes.
Year Base Rent
per month
Leasehold
tax
Total Monthly
Rent
Leasehold Excise Tax
Commencement Date - Feb 03,
2025
$213 X
12.84% $27.35 $240.35
June 1, 2025 - May 31, 2026 $219.39 $28.17 $247.56
June 1, 2026 - May 31, 2027 $226.02 $29.02 $255.04
June 1, 2027-May 31, 2028* $232.76 $29.89 $262.65
June 1, 2028 - May 31, 2029* $239.74 $30.78 $270.52
June 1,2029-May31, 2030* $246.96 $31.71 $278.67
* Indicates Renewal Term
3.3. Security Deposit.
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3.3.1. Upon execution of this Lease, Lessee shall deposit the sum equal to one (1) month’s
rent with the City as a security deposit. This sum shall guarantee Lessee's
performance of its obligations hereunder. If Lessee fails to perform any of its
obligations hereunder, the City may apply the appropriate portion of the security
deposit to cure the default or to compensate the City for damage it has sustained as
a result of Lessee's default. In the event that the City deems it necessary to use
monies from the Security Deposit in order to secure Lessee's compliance with the
provisions of this lease, the City shall provide Lessee written notice of the City's
intent to apply monies from the deposit for such purpose.
3.3.2. If any portion of the deposit is so used, Lessee shall, within fifteen (15) days of
demand, deposit sufficient cash with the City to restore the security deposit to its
original amount.
3.3.3. If Lessee fully performs its obligations under this Lease, the security deposit or any
balance thereof shall be returned to the Lessee at the expiration of this Lease, or
after Lessee has vacated the Premises, whichever is later, provided that the City
may retain the security deposit until such time as any amount due from the Lessee
to the City has been paid in full.
4. USE OF PREMISES. The Premises shall be used by Lessee for storage uses and for no other
use or purpose without the City's prior written consent.
5. RESTRICTIONS ON USE. In connection with the use of the Premises, Lessee shall:
5.1. Refrain from any use that would be offensive to other lessees at the Premises or users of
neighboring premises or that would tend to create a nuisance or damage the reputation of
the Premises.
5.2. 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.
5.3. Lessee shall not erect signage without the City's prior written consent, not to be
unreasonably withheld, and as is consistent with Pasco Municipal Code Title 17.
6. CARE OF PREMISES. Lessee shall use ordinary care in its use of the Premises, and repair
any damage caused by its negligence, reasonable wear and tear excepted.
7. THE CITY'S REPRESENTATIONS, WARRANTIES AND COVENANTS. the City
hereby represents and warrants to Lessee that it has the full right, power and authority to lease
the Premises to Lessee. The City represents and warrants to Lessee that the consent or approval
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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, the City has
obtained any and all such consents or approvals. Except as specifically set forth herein, neither
the City nor its agents have made any representations with respect to the Premises. No rights,
easements, or licenses are acquired by Lessee 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
Lessee shall be conclusive evidence that the Premises were in good condition at the time
possession was taken. LESSEE 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 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").
8. QUIET ENJOYMENT. The City agrees that so long as Lessee observes and performs all of
the agreements and covenants required of it hereunder, Lessee shall peaceably and quietly
have, hold and enjoy the Premises for the Lease term without any encumbrance, interference
or hindrance by the City, its agents or employees.
9. UTILITIES, REPAIRS AND MAINTENANCE. The City shall provide, at its own expense,
all utilities serving the Premises, including electrical service, heating and cooling, water, sewer,
and gas. The City shall also maintain and repair the Premises, Building and Common Areas,
except for maintenance or repairs required as a result of Lessee's negligence. Lessee shall give
the City 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 the City to examine the same and to make such
repairs, additions and alterations as the City may deem advisable or is required hereunder,
provided that the City shall use commercially reasonable efforts to minimize any interference
with Lessee's business, and following completion of the work, and shall return Lessee's
fixtures, property and equipment to the original locations and condition. Lessee shall have
access to the Premises and all parking 24-hours per day, 365 days per year.
10. TAXES. Lessee shall pay all taxes assessed against and levied upon Lessee's trade fixtures,
and all other personal property of Lessee contained in or around the Premises.
11. INSURANCE AND INDEMNITY.
11.1. Workers' Compensation. The Lessee 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,
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$500,000 Bodily Injury by disease, policy limit, and $500,000 Bodily Injury by disease,
each employee.
11.2. General Liability. The Lessee 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.
11.3. 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
City. Any insurance, self-insurance, or self-insured pool coverage maintained by the City
shall be excess of the Lessee's insurance and shall not contribute with it.
11.4. Lessee Property Insurance. The Lessee 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.
11.5. Hazardous Materials Coverage. Lessee must carry sufficient coverage, to the reasonable
satisfaction of the City, 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.
11.6. Adjustment 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 the City.
11.7. Additional Insured - Certificate of Insurance. The Lessee 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 11. Lessee
will list the City 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 City.
11.8. State-required Insurances. Lessee shall carry insurance coverage that satisfies all
Washington State required insurances at the required limits and shall list the City as
Additional Insured on all such policies, as applicable.
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11.9. Verification of Coverage. Lessee shall furnish the Lessor with original certificates and a
copy of the mandatory endorsements, including but not necessarily limited to the additional
insured endorsement, evidencing the insurance requirements of the Lessee.
11.10. City's Insurance. The City 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 the City may elect to maintain. If the City is a member of a self-
insured risk pool membership will satisfy listed requirements.
11.11. Indemnity. Subject to Section 11.12 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.
11.12. Waiver of Subrogation. The City and Lessee 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 Lessee's and The City'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.
11.13. 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 City 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 City on demand.
11.14. Full Availability of Limits. If the Lessee maintains higher insurance limits than the
minimums shown above, the City 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 City evidences limits
of liability lower than those maintained by the Lessee.
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12. 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 condemnation or under the power of eminent domain, the City or Lessee may, at its
option, elect to terminate this tenancy. If the Lease is not so terminated, the City shall promptly
make any and all necessary repairs.
13. SURRENDER AT EXPIRATION. Upon expiration of the Lease term or earlier termination
on account of default, Lessee shall surrender the Premises in good condition and repair,
reasonable wear and tear excepted, damage by the City, casualty and condemnation excepted.
14. DEFAULT. Lessee 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 the City
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 the City
to Lessee, provided, however, that if the nature of Lessee's obligation is such that more than
thirty (30) days are required for performance, then Lessee shall not be in default if Lessee
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 the City by written notice to Lessee. Whether or not the Lease is terminated by the election
of the City or otherwise, the City shall be entitled to recover damages from Lessee and the City
may retake possession of the Premises and reserves any other remedy available to the City
under the applicable law; provided, however, that the City shall: (a) use good faith,
commercially reasonable efforts to mitigate its damages arising out of any Lessee default; (b)
not be entitled to accelerate the payment of Rent; (c) not be entitled to a "landlord's lien" against
any of Lessee's personal property or trade fixtures; and (d) not be entitled to dispossess Lessee
of the Premises pursuant to any "lock-out" or other non-judicial remedy. Under no
circumstances shall Lessee be required to waive any defenses, counterclaims or rights it may
have under applicable law to cure defaults or prevent Lease termination or eviction.
14.1. City's Default. Should the City default in the performance of any covenants and/or
conditions on the City 's part herein contained, and if such default is not cured within thirty
(30) days after written notice by the Lessee to the City 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 City does not
notify Lessee of delay or does not commence within such thirty (30) days to cure said
default and cure the same with all reasonable dispatch, Lessee shall have the right to cure
said default for the account of the City, and the City shall upon demand, reimburse Lessee
for Lessee's costs and expenses incurred in connection therewith. Nothing contained in this
Paragraph 14.1 shall be construed so as to abridge any rights otherwise available to Lessee
at law or in equity.
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15. MISCELLANEOUS.
15.1. Environmental Compliance by Lessee. Lessee shall not cause or permit any Hazardous
Material to be brought upon, kept or used in or about the Premises. The City, 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. Lessee shall have no
responsibility for any Hazardous Materials that: (i) existed on the Premises before the
Commencement Date; or (ii) were caused by the City, its agents, employees, or contractors;
or (iii) that Lessee can demonstrate migrated onto the Premises from a source off-Premises
that was not caused by Lessee. 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, 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 15.1, including,
without limitation, the indemnification provisions set forth herein, shall survive any
termination of this Lease.
15.2. 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 party's right to require strict performance of the
same provision or of any other provision in the future.
15.3. 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 16 below. Addresses for notices may
be changed from time to time by written notice to all other parties pursuant to this Section
15.3.
15.4. Time of Essence. Time is of the essence of the performance of each of the obligations under
this Lease.
15.5. Recording of Lease. This Lease need not be recorded.
15.6. Rules and Regulations. Lessee shall observe reasonable Rules and Regulations established
and amended by the City for the Premises from time to time upon 30 days advance, written
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notice from the City to Lessee so long as any such rules, amendments or supplements do
not adversely affect Lessee's use of the Premises or expenses incurred under this Lease.
Lessee 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.
15.7. Assignment. Lessee shall not assign or transfer this Lease without the City's prior consent,
which consent shall not be unreasonably withheld, conditioned, or delayed.
Notwithstanding anything in this Section 15.7 to the contrary, Lessee may, without the
City's consent, but after providing written notice to the City, 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 Lessee'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 Lessee. "Related Entity" means any parent company, subsidiary,
affiliate or related corporate entity of Lessee that controls, is controlled by, or is under
common control with Lessee.
15.8. Alterations, Improvements and Additions. Lessee shall make no alterations, improvements
or additions to the Premises without the City's prior consent. The City 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.
15.9. Public Requirements. Lessee shall comply with all laws, orders, ordinances, and other
public requirements now or hereafter affecting the premises or the use thereof and save
City harmless from expense or damage resulting from failure to do so. The leased premises
are not exempted from compliance with zoning or any other municipal codes or ordinances
nor from any other requirements of law due to title being in the name of the City.
15.10. Responsible Party. Following is the name and phone number of Lessee's representative
which may be contacted in an emergency: Brandy Dukes, Vice President of Operation,
(630) 920-4780.
15.11. Lessee to Supply Information. The Lessee shall, whenever requested by the City to do so,
furnish to the City full and correct contact information for staff members working at the
Premises, as may be requested by the City.
15.12. Parking. Lessee, its employees, agents, contractors, and invitees, shall have the use in
common with other lessees of the Building of the parking lot on the Property at no
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additional cost. As of the signing of this lease there are four (4) unreserved parking stalls
available for Building lessees.
15.13. Dispute Resolution. In the event of a dispute regarding the terms, interpretation or breach
of this Agreement, the parties shall first meet in a good faith to resolve the dispute. In the
event the dispute cannot be resolved by agreement of the parties either with or without the
assistance of mediation, said despite shall be resolved by arbitration pursuant to RCW
7.04A, as amended, with both parties waiving the right of a jury trial upon trial de novo,
with venue being placed in Pasco, Franklin, County, Washington. The substantially
prevailing party shall be entitled to its reasonable attorney fees and costs as additional
award and judgement against the other.
15.14. Discrimination. Lessee 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.
15.15. Lessee’s Property. The City agrees that all furnishings, furniture, fixtures, equipment,
inventory, merchandise, goods, chattels, trade fixtures, signage, appliances and other
personal property of Lessee at any time located on the Premises, (collectively, "Lessee's
Property"), shall be and at all times remain the sole and absolute property of Lessee,
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 the City by operation of law or otherwise. Lessee
shall have the right at any time and from time to time during the Term to remove any
Lessee's Property from the Premises; provided, however, that Lessee shall repair all
damage caused by such removal of Lessee’s Property.
15.16. Successors. Subject to Section 15.7, this Lease shall bind and inure to the benefit of the
parties, their respective heirs, successors, and permitted assigns.
15.17. 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.
15.18. Force Majeure. Except for the Commencement Date, the City and Lessee 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
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 other
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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, 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.
15.19. 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.
16. NOTICES. Notice provided for in this Agreement shall be sent by:
16.1. Personal Service upon the contacts in 16.2
16.2. The contacts for the purpose of this Agreement Shall be:
16.2.1. For the City: Jesse Rice, or his/her designee
Parks & Recreation Director
525 N 3rd Ave
Pasco, WA 99301
ricej@pasco-wa.gov
16.2.2. For the Lessee: Brandy Dukes, or his/her designee
Vice President of Operations
801 Third Ave, Suite 220
Seattle, WA 98104
17. 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.
18. Authorization. By signature below, each party warrants that they are authorized and
empowered to execute this Agreement binding the City and the Lessee respectively.
403 W Lewis St, Suite A – Lease Agreement
INATAI Foundation
Page 12 of 14
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the
date first written above.
CITY OF PASCO, WASHINGTON LESSEE – INATAI FOUNDATION
City Manager Brandy Dukes, Vice President of Operations
STATE OF WASHINGTON )
:ss
County of Franklin )
On this day personally appeared before me __________________, City Manager for the City of Pasco,
Washington, described in and who executed the within and foregoing instrument, and acknowledged that
he signed the same as his free and voluntary act and deed for the uses and purposes therein mentioned.
GIVEN under my hand and official seal this ____ day of ____________, 2025.
_______________________________________
Notary Public in and for the State of Washington
Residing at ______________________________
My Commission Expires____________________
STATE OF WASHINGTON )
:ss
County of Franklin )
On this day personally appeared before me Brandy Dukes, Vice President of Operations for the INATAI
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 ____ day of ____________, 2025.
_______________________________________
Notary Public in and for the State of Washington
Residing at ______________________________
My Commission Expires___________________
403 W Lewis St, Suite A – Lease Agreement
INATAI Foundation
Page 13 of 14
EXHIBIT A
Legal Description
Legal description for property at the address of 403 W Lewis St, Pasco WA as follows:
That part of School Block Addition to the City of Pasco, Washington, described as lots Numbers
One(1), Two(2), Three(3) and Four (4) and that part of Lot Number Five (5) in said School Block
Addition described as follows beginning at the southeasterly corner of said lot Five as the point of
beginning; thence southwesterly along the South line of said lot, a distance of twenty (20) feet;
thence in a northeasterly direction, parallel with the West line of said lot a distance of one hundred
and forty (140) feet to the alley in said block, thence along the North line of said lot Five, a
distance of twenty (20) feet to the northeasterly corner of said lot, thence, in a southeast erly
direction, along East line of said lot, a distance of one hundred and forth (140) feet, to the point of
the beginning; all according to the plat of said School Block Addition on file in the office of the
County Auditor of all according to the plat of said School Block Addition on file in the office of
the County Auditor of Franklin County, Washington and recorded in Book No. 23, at Page 135 of
Deed Records said lots of parcels of land lying and being in Section Twenty-nine (29), Township
Nine (9) North of Range thirty (30) East of the Willamette Meridian.
403 W Lewis St, Suite A – Lease Agreement
INATAI Foundation
Page 14 of 14
EXHIBIT B
Premises