HomeMy WebLinkAbout2.61 Amendment ASSIGNMENT AND AMENDMENT TO
COMMERCIAL PREMISES LEASE AGREEMENT
DATED October 28, 2003
THIS ASSIGNMENT AND AMENDMENT TO COMMERCIAL PREM ES.VEASE
AGREEMENT dated October 28, 2003 is executed in duplicate this I f day of 1VVKi,`2016, by
and between the CITY OF PORT ANGELES, a Washington municipal corporation, (hereinafter referred
to as City), CLALLAM COUNTY HISTORICAL SOCIETY a not-for-profit corporation, (hereinafter
referred to as the Society), and the LOWER ELWHA KLALLAM TRIBE, (hereinafter referred to as
LEKT).
For and in consideration of the mutual undertaking and promises contained herein, and the benefits to be
realized by each party, the parties recite,covenant, and agree as follows:
1. Original Lease, The City and the Society entered into a Lease dated October 28, 2003, which
granted to the Society possession and use of the Carnegie Library Building, located at 205 S.
Lincoln Street, Port Angeles, Washington. That Lease is attached as Exhibit A and incorporated
herein by this reference, and may hereafter be referred to as the Original Lease. The Original
Lease section 16 requires written consent by the City for any assignment or sublease, "which
consent will not be unreasonable withheld."
2. Obligations under Original Lease. For so long as this Amendment is in effect, the LEKT
shall replace the Society as the Lessee under the Original Lease. The intent of this provision is
that, so long as this Amendment is in effect, the Society shall have no obligations under the
Original Lease; and all obligations under the Original Lease are assumed by LEKT.
3. Possession of Premises.
A. For so long as this Assignment and Amendment is in effect, the LEKT shall be entitled to
possession of the Building. It shall be entitled exclusive possession of the following bottom
floor area of the Carnegie Library Building for governmental office spaces:
• MEETING ROOM = 784 ft2
• OFFICE= 121 ft2
• MUSEUM STORE= 319 ft2
LEKT may make remainder of the Building available, via sublease, for other purposes that
involve public services and access.
B. The Original Lease is hereby amended by adding permission that the spaces to be
exclusively occupied by LEKT may be used as "offices for delivery of government services."
C. As to the relationship between the City and LEKT created by this Amendment, this is a
government-to-government lease.
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4. Term. The Original Lease, as amended by this Amendment, (the Amended Lease) shall
commence on the date of signature by all parties, and terminate on the 31 st day of December,2023.
5. Renewal option. This Amended Lease shall be renewable as described in the original Lease.
6. Vacating Lease. In the event LEKT is unable or unwilling to perform the obligations
required by this Amended Lease in anyway, this Amendment shall be rescinded, and the Original
Lease, as executed on October 28, 2003, shall be in full force and effect.
7 Rental. Lessee agrees to pay to lessor as and for the monthly rental amount for the premises
the sum of$1.00 per month, payable monthly on or before the I" day of each month. In the event this
agreement is determined to be subject to state leasehold excise tax, lessee shall be responsible for paying
the tax or obtaining an exemption from the Department of Revenue. LEKT also agrees to "in-kind"
consideration of maintaining, staffing, and opening the public spaces of the building to the general public
during regular business hours. Some additional services shall be performed by LEKT deemed to be part
of the rental. Such additional services shall include, but, are not limited to, those incorporated in Exhibit
B to this agreement.
8. All other terms and conditions of the Original Lease dated October 28, 2003 remain in full force
and effect.
IN WITNESS WHEREOF,the parties hereto have executed this instrument in duplicate the day
and year first above written.
CITY OF PORT ANGELES LOWER ELWHA KLALLAM TRIBE
(Lessor) (Lessee):
By By:
Signature Signature
41`ri 0,1 f M9L ex
Title Title
Tj
Date Date
Address Address
CLALLAM COUNTY HISTORICAL SOCIETY
(Lessee of Original Lease dated October 28, 2003)
.d E
Signatlure
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Exhibit A
COMMERCIAL PREMISES LEASE AGREEMENT
THIS AGREEMENT is executed in duplicate this n 4-
y of�gugt, 2 0 0 by and between the
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CITY OF PORT ANGELES,a Washington municipal corporation(hereinafter"lessor")and the CLALLAM
COUNTY HISTORICAL SOCIETY, a Washington nonprofit corporation (hereinafter"lessee").
WITNESSETH:
WHEREAS,the lessor is the o Agier of the Carnegie Library Building,hereinafter referred to as"the
premises",which is situated upon the real property located in Clallam County, state of Washington,City of
Port Angeles and is referenced as the common site address of 205 S. Lincoln Street; and
WHEREAS, the lessor is currently involved in a renovation project of the premises and desires to
preserve the public use of the premises for the benefit of the community; and
WHEREAS,the lessor is statutorily authorized to provide cultural and recreational services,which
may include contracting to operate a historical museum and/or leasing property for such purposes; and
WHEREAS,the lessee has been organized for the express purpose of preserving and promoting the
heritage of the local area; and
WHEREAS, both parties desire that the premises be managed and operated as a place for public
enjoyment and education involving preservation of community heritage, display of historical artifacts,
informative presentations,and otherrelated activities in accordance with the provisions,terms and conditions
of this agreement;
NOW,THEREFORE, in consideration of the mutual undertaking and promises contained herein,
and the benefits to be realized by each party,and in future consideration of the benefit to the general public
from the enhancement of the economic and historical environment of the City of Port Angeles to be realized
by the performance of this agreement, and as a direct benefit to the lessor, the parties agree as follows;
1. Leased premises. Lessor hereby leases to lessee,upon the terms and conditions herein set
forth, the real property situated at 205 S. Lincoln Street in the City of Port Angeles, Clallam County,
Washington, legally described as follows (hereinafter "the premises"),to-wit:
The building, and adjacent pedestrian walkways and ramps providing
ingress and egress to said building, located within the northerly 130'
(feet)of the easterly 150' (feet) of the following legally described
property: the north 370' (feet) of the east 220' (feet) of Suburban Lot
26 E,Townsite of Port Angeles, Clallam County,Washington, which
is also identified as Clallam County tax parcel #0630001026000000.
2. Use of premises and purpose. The premises shall be used for the operation of an historical
museum and gift shop for the express purpose of preserving and promoting the heritage and culture of Port
Angeles and Clallam County, and activities incidental thereto, and for no other purpose without the prior
written consent of lessor. Said museum's exhibits and displays shall be of a high quality and be well-
maintained in order to provide quality service to the public.
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The quality of the museum shall be measured by how well lessee's efforts reasonably meet the
following objectives:
• To tell the story of the people of Clallam County,thus creating a museum that reflects the
social history and provides social interaction for the community.
• To feature exhibits that will be user-friendly and highly interactive, using technology as a
key structural component when applicable.
• To strive for an increase in the number of visitors to the museum each year.
• To earn continuing support, fiscal or otherwise, from other corrununity institutions.
• To keep a 67`h percentile or above rating of the museum in an annual survey of visitors.
• To include the display of artifacts from the Clallam County Historical Society's collection.
• To eteate experiences that support the wide-ranging visitor demographics.
• To support tourism by promoting historical sites and events in Clallam County and Port
Angeles, and to function as a conduit to other museums within the county.
• To extend students' classroom learning by developing an experience that provides
compelling activities upon which area teachers may build curriculum.
Lessee shall not allow undue noise, vibration, or offensive odor. Lessee shall not allow use of the
premises in any way which would violate any certificate of occupancy,make void or voidable any insurance
then in force with respect to the premises or make it impossible to obtain such insurance or cause an increase
in the premiums therefor, cause structural injury to all or any part of the premises or to any improvements
constructed thereon,create or continue a public or private nuisance,use the premises for any illegal purpose,
or not comply with federal, state, and local laws and policies applicable within the City of Port Angeles.
Specifically, lessee shall exclusively occupy, operate, and manage the premises in a manner
commensurate with the high quality reasonably expected by the public according to the provisions,terms,
and conditions of this agreement. Lessee shall operate the premises, with respect to the promotion and
marketing of events,scheduling and staffing ofhours of operation,display coordination,security of artifacts
and display materials, policies and procedures governing operations, and other necessary and appropriate
actions,for the benefit of the public and the accomplishment of the purpose of this agreement. Lessee shall
be responsible for the payment of Washington State sales tax resulting from the operation of the gift shop.
Lessee shall allow lessor free temporary use of the premises when it is available and does not conflict with
scheduled activities by lessee. Lessor shall be responsible for any increased maintenance or out-of-pocket
costs incurred as a result of such special use.
With respect to Sister City artifacts,lessor may make available to lessee artifacts and gifts received
from any and all sister cities of the City of Port Angeles for use in displays which respect the cultural and
historical significance of the artifacts.The decision on the use of such artifacts and gifts in any such display
shall rest solely with lessee.
3. Term. The term of this lease shall be for a period of twenty(20)years and shall commence
on the Ist day of January, 2004, and terminate on the 31st day of December, 2023,inclusive.
4. Renewal option. This lease shall be renewable for three(3)periods often(10)years each,
-the first renewal term commencing on the first day of January, 2024, and terminating on the 3151 day of
December,2033, inclusive,by mutual agreement of the lessor and lessee. Such mutual agreement shall be
in writing and executed at least one (1) year prior to the expiration of the initial term. The terms and
conditions of the lease for such renewal term shall be identical with the original term,except that either party
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shall have the right to request that the amount of the rent be renegotiated,that any issue not already addressed
in this agreement be considered for inclusion in the agreement, and/or that any other provision of this
agreement be considered for modification.
5. Rent. Lessee agrees to pay to lessor as and for the monthly rental amount for the premises
the sum of One Dollar($1.00)per month,payable annually in the amount of$12.00 on or before January 1
of each year.In the event this agreement is determined to be subject to state leasehold excise tax,lessee shall
be responsible for paying the tax or obtaining an exemption from the Department of Revenue.
6. Covenant of quiet enjoyment. Lessor covenants and agrees that lessee,upon performance
of all of lessee's obligations under this lease,shall lawfully,quietly,and exclusively hold,occupy,and enjoy
the leased premises during the term and any renewal term of this lease without disturbance by lessor or by
any person having title paramount to lessor's title or by any person claiming under lessor,subj ect to the other
terms and provisions of this lease and subject to all mortgages, underlying leases, and other underlying
matters of record to which this lease is or may become subject to and subordinate.
7. Acceptance of premises. As of the date of this lease, the premises are in the process of
being remodeled by lessor, and lessor is proceeding with due diligence to complete such work as soon as
practical. Upon completion of the premises remodel and issuance by the proper building authority of a
certificate of occupancy(or a comparable determination that all such work performed by lessor and its agents
is in compliance with applicable construction,health,safety,environmental, and other codes),lessee shall
examine the premises and advise lessor of lessee's acceptance of the same in its present condition or of any
deficiency needed to be remedied prior to lessee's occupancy thereof. The taking of possession of the
premises by lessee shall constitute acknowledgement by lessee that the premises were then in good and
tenantable condition and as represented by lessor.
8. Utilities. In addition to the rent provided in Section 5 above,lessee shall pay all charges for
heat, light, power, water, wastewater, solid waste, stormwater, telephone, internet connection, and other
services or utilities used, rendered, or supplied upon or in connection with the premises, and lessee shall
indemnify lessor against any liability or damages on such account. Lessor shall be responsible for any
connection charges or other related charges to establish the initial connection of the utility service,with the
exception of the telephone service which shall be the total responsibility of lessee.
9. Maintenance by lessee. Lessee shall keep the premises in a neat, clean, and sanitary
condition,and shall keep the premises and all items therein installed by lessee in good condition,except only
for reasonable wear and tear and damage caused by any act or omission by lessor, its employees, agents,
invitees, or licensees. Lessee shall be responsible for general maintenance of the premises which would
reasonably be interpreted as janitorial in nature, including without limitation daily janitorial and cleaning
surfaces of the floors,walls,windows,and restroom areas,replacement of light bulbs,removal of snow,ice,
and debris from pedestrian walkways,and other general cleaning tasks as necessary to maintain a safe and
sanitary environment for the public.Nothing in this agreement shall prevent lessor from assisting in these
tasks and/or providing any equipment necessary for accomplishment of these tasks at the sole discretion of
lessor. In addition, lessee shall be responsible for repair and maintenance for all property items under its
'direct ownership or management,such as display cabinets and cases,operating equipment such as telephones,
computers,and other office equipment,and special lighting or security equipment necessary for the effective
display of artifacts and items.
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10. Maintenance by lessor. Lessor shall be responsible for the repair,maintenance,and upkeep
of the premises not set forth as the maintenance responsibility of lessee in Section 9 above,including without
limitation repair of HVAC equipment,exterior and interior surfaces,roof,foundations,utility infrastructure
to serve the premises, exterior landscaping, and other related items involving structural and mechanical
maintenance and repair,
11. Alterations and improvements.Lessee shal I make no changes,improvements or alterations
to the premises without first obtaining the written consent of lessor,which consent shall not be unreasonably
withheld. Except as otherwise provided herein,all changes, improvements, alterations, and repairs, if any,
made by lessee shall remain on the premises and shall become the property of lessor upon the expiration or
sooner termination of this lease. Lessee shall not suffer or permit the imposition of any liens against the
premises, and lessor may, as a condition to consenting to alterations, require that lessee give security
satisfactory to lessor that the alterations and improvements will be completed free and clear of liens and in
a manner satisfactory to lessor. Trade and other fixtures purchased and installed by lessee which can be
removed without injury to the premises shall be and remain the property of lessee,provided however that
exhibits and other items paid for by lessor may become the lessor's property if lessee ceases operating the
museum within the City of Port Angeles and removes said items from within the City. Interior design
schematic of the premises must be reviewed and approved by lessor with regard to display cabinetry which
is to be permanently attached to the structure.
12. Indemnification. Lessee shall indemnify lessor and hold lessor harmless from and against
any and all claims, demands, causes of action, suits, or judgments (including costs, attorney's fees, and
expenses incurred in connection therewith,whether or not suit is filed) for deaths or injuries to persons or
for loss of or damage to property arising from or out of any occurrence in,upon,or at the premises and areas
adjoining the same, or the occupancy or use by lessee of the premises or any part thereof, or occasioned
wholly or in part by any act or omission of lessee, its agents,contractors, employees, servants,successors,
assigns,invitees,or licensees,unless such damage is caused by the sole gross negligence,willful inisconduct,
or intentional act of lessor. Lessee shall immediately notify lessor in writing of any claim for death of or
injury to person or damages to or destruction of property or of any other condition or circumstances arising
upon or in connection with the premises which may expose lessee and/or lessor to liability. Additionally,
lessor shall have the reciprocal obligation to likewise indemnify lessee and hold lessee harmless in the same
manner as set forth above with regard to any claim arising out of or relating to lessor's ownership of the
premises and maintenance obligations hereunder. Should a court of competent jurisdiction determine that
this agreement is subject to RCW 4.24.115, as now or hereafter amended, then in the event of liability for
damages arising out of bodily injury to persons or damages to property caused by or resulting from the
concurrent negligence of lessee and lessor,its officers,officials,employees,and volunteers,lessee's liability
hereunder shall be only to the extent of lessee's negligence.It is further specifically and expressly understood
that the indemnification provided herein constitutes lessee's waiver of immunity under Industrial Insurance
Title 51 RCW,solely for the purposes of this indemnification.This waiver has been mutually negotiated by
the parties.
The provisions of this Section 12 are intended to and shall survive the expiration or sooner
termination of this agreement.
13. Liability insurance. Lessee shall at its expense maintain public liability and property
damage insurance insuring against any and all claims for injury to or death of persons and loss of or damage
to property occurring upon and/or about the premises.Such insurance shall have liability limits in an amount
to meet the lessor's current standard requirements,but not less than$1,000,000.00 for each occurrence and
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$2,000,000.00 in the aggregate per year. In no event shall the limits of said policy(ies) be considered as
limiting the liability of lessee under this agreement.
All such insurance shall naive lessor and lessee as co-insured, with severability of interest
endorsement.All such insurance shall be issued by carriers acceptable to lessor and shall contain a provision
whereby the carrier agrees not to cancel or modify the insurance without sixty(60)days prior written notice
to lessor. Lessee shall furnish lessor with a certificate evidencing the aforesaid insurance, and renewal
certificates shall be furnished to lessor at least thirty(30)days prior to the expiration date of each policy for
which a certificate was theretofore furnished. Lessor shall be entitled to pay any insurance premium not
promptly paid by lessee and to charge back that cost to lessee as additional rent hereunder.
14. Lesgor's property insurance.Lessor shall at its expense maintain a policy of standard fire
insurance with extended coverage for the premises in the amount of its replacement value.Lessor may cause
such insurance to name lessee as a co-insured,provided however that lessee understands and acknowledges
that such insurance does not cover the personal property of lessee located on the premises and may not cover
fixtures installed by lessee. Lessor shall have no liability whatsoever for any loss or damage to the property
of lessee,All proceeds of any such insurance shall be payable to lessor and shall be applied to the restoration
of the premises to the extent provided in Section 17 below. Any proceeds of such insurance remaining after
such restoration shall belong to lessor.
15. Waiver of subrogation.Lessor and lessee hereby mutually release each other from liability
and waive all rights of recovery against each other from any loss, to the extent insurance proceeds are
recovered for such loss,from any insured risk under their respective insurance policies on the premises and
contents, including, without limitation, any fire insurance policies and extended coverage endorsements
thereto.This Section 15 shall be inapplicable if it would have the effect,but only to the extent that it would
have the effect, of invalidating any insurance coverage of lessor or lessee.
16. Assignment and subletting.Neither this lease nor any right hereunder may be assigned,
transferred, encumbered, or sublet in whole or in part by lessee,by operation of law or otherwise(except
assignment by lessee of its rights hereunder to a successor nonprofit organization), without lessor's prior
written consent, which consent will not be unreasonably withheld. If lessor shall give its consent to any
assignment or sublease, this Section 16 shall nevertheless continue in full force and effect and no further
assignment or sublease shall be made except in accordance with this paragraph.
Notwithstanding anything to the contrary herein, lessee may make the premises available on a
fee-basis and consistent with applicable laws,for related and supportive activities which promote the purpose
of this agreement, as a way to enhance operating revenues, and without first obtaining the written consent
of lessor.
17. Damage or destruction.If the premises are damaged or destroyed by fire or any other cause,
lessor shall restore the premises,except for such fixtures, improvements, and alterations as are installed by
lessee in accordance herewith,as nearly as practicable to their condition immediately prior to such damage
or destruction. Lessee, at lessee's expense, shall so restore all such approved fixtures, improvements, and
alterations installed by lessee. The obligations to restore provided in this Section 17 shall be subject to
lessor's termination rights provided below. Any restoration shall be promptly commenced and diligently
prosecuted. Lessor shall not be liable for any consequential damages by reason of any such damage or
destruction.
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Notwithstanding any of the foregoing provisions of the next preceding paragraph, in the event the
premises shall be destroyed or damaged to such an extent that lessor deems it is not economically feasible
to restore the same,then lessor may terminate this lease as of the date of the damage or destruction by giving
lessee notice to that effect.
18, Surrender of premises.
18.1 CONDITION OF PREMISES.Upon expiration of the initial term or any renewal term
or earlier termination on account of default,lessee shall quit and surrender the premises in good,neat,clean,
and sanitary condition, except for reasonable wear and tear and damage caused by any act or omission by
lessor, its employees, agents, invitees, or licensees, and lessee shall deliver all keys to lessor. Alterations
constructed by lessee with permission from lessor shall not be removed or restored to the original condition
unless the terms of permission for the alterations so provide. All repair for which lessee is responsible shall
be completed to the latest practical date prior to such surrender, Lessee's obligations under this Subsection
18,1 and shall be subordinate to the provisions of Section 17 relating to destruction.
18.2 FIXTURES.Lessee may install on the premises such equipment as is customarily used
in the type of business conducted by lessee on the premises. Upon the expiration or sooner termination of
this lease, lessee shall, at lessee's expense, remove from the premises all such trade fixtures and all other
property placed on the premises by lessee including movable furniture, decorations, floor coverings (other
than hard surface bonded or adhesively fixed flooring),curtains,blinds,and furnishings.Lessee shall repair
any damage to the premises occasioned by the removal of such trade fixtures or other property.Any property
left in the premises after the expiration or sooner ternination of this lease shall be deemed to have been
abandoned by lessee and become the property of lessor to dispose of as lessor deems expedient without
accounting to lessee therefor.All fixtures placed upon the premises during the term,other than lessee's trade
fixtures, shall, at lessor's option,become the property of lessor, If lessor so elects, lessee may remove any
or all fixtures which would otherwise remain the property of lessor and may repair,at lessee's expense,any
physical damage to the premises occasioned by such removal.
Upon a default as hereinabove provided,this agreement shall be terminated.In such event,
all personal property of lessee shall be removed within sixty(60) days of the termination date or revert to
ownership of lessor.
19. Dispute resolution.In the event a dispute arises as to whether the parties are complying with
the terms of this agreement,the parties hereby agree to use the following dispute resolution procedure before
pursuing any other remedy.First, lessor's city manager and lessee's president,or their designees, shall meet
to resolve the dispute within twenty(20)days of written notice by either party.If the dispute continues,either
party may give written notice to the other to call a Resolution Panel consisting of lessor's designee,lessee's
designee,and a third designee selected by the first two.It is intended that the Resolution Panel be comprised
of designees that are neutral and detached and are not employed by or on the governing boards of either party
to this agreement. In the event the parties are unable to agree upon the third member of the Resolution Panel,
either party may petition the Superior Court of Clallam County for the appointment of the third member of
the Resolution Panel,Each party shall be responsible for any costs or fees associated with its representative
and shall equally pay for any costs or fees associated with the third member. The parties shall present the
dispute to the Resolution Panel within thirty(30)days of the selection or appointment of the third member
of the panel.The Resolution Panel shall render a decision within thirty(30) days of the presentation or as
soon as is otherwise reasonably practicable. The decision of the Resolution Panel shall be binding upon the
parties, and any violation or failure to comply with such decision shall constitute a default hereunder.
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20, Termination,Failure of either party to comply with any term or condition,or to fulfill any
obligation,of this agreement within thirty(30)days after written notice from the other party,specifying the
nature of the default with reasonable particularity and stating the necessary remedial action to be taken,shall
constitute a default hereunder. However, if the default is of such a nature that it cannot be completely
remedied within a thirty(30)day period,this provision shall be complied with if the defaulting party begins
correction of the default within the thirty(3 0)day period and thereafter proceeds with reasonable diligence
and good faith to effect the remedy as soon as reasonably practicable.
21, Fiscal records.Lessee shall maintain fiscal records and accounts consistent with practices
of similar non-profit organizations,which shall include,at a minimum, a monthly statement of income and
expenses and balance sheet of assets and liabilities. Additionally, lessee shall provide an annual financial
report to lessor and shall maintain its records so that lessor or an outside auditor may inspect and audit the
records with proper notice. In addition, lessee shall provide a quarterly activity report which details events
held,operational hours,revenue and expense summaries,and other data as can be reasonably provided and
acceptable to lessor. These records and reports are intended to assist the lessor in measuring the lessee's
performance in meeting the objectives identified in Section 2 of this agreement.
22. Nondiscrimination. Lessee agrees to manage and operate under this agreement in a fair,
equal,and non-discriminatory basis to all users of the premises without discrimination to any person or group
of persons in any manner prohibited by applicable local,state, or federal laws and regulations.
23. Notices.All notices,demands,and requests to be given by either party to the other shall be
in writing.All notices, demands, and requests may be personally served or mailed, If mailed, such notices,
demands,and requests shall be sent by certified or registered mail to the parties at the addresses below their
respective signatures herein,
24. Non-waiver. Time is and shall be of the essence of this lease and of each and every part
hereof, and no failure of a party to insist upon the strict performance of any provision hereof shall be
construed as depriving such party of the right to insist upon strict performance of such provision or any other
provision in the future. No waiver of any provision of this lease nor any alteration, modification, or
abandonment of any covenant,term, or condition of this lease required to be performed shall be deemed to
have been made unless expressed in writing and signed by the parties.No acceptance of rent or of any other
payment by lessor from lessee after any default by lessee shall constitute a waiver of any such default or any
other default.
25, Attorney's fees.In connection with any controversy,claim,or dispute(including arbitration,
administrative,bankruptcy,and judicial proceedings,including appeals therefrom)arising out of or relating
to this agreement, the method and manner of performance hereunder, or the breach hereof, the prevailing
party shall be entitled to and awarded, in addition to any other relief, a reasonable sum as and for its
attorney's fees and costs, If neither party wholly prevails, the party that substantially prevails shall be
awarded a reasonable sum as and for attorney's fees and costs.Attorney's fees shall include services rendered
whether or not a lawsuit is commenced,services rendered at both the trial and appellate court levels,as well
as services rendered subsequent to judgment and obtaining execution thereon.Such fees,costs,and expenses
shall bear interest at the highest rate allowable under Chapter 19.52 RCW,as now or hereafter amended,but
in any event not less than twelve percent(12%)per annum.
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26. Binding effect. Subject to the provisions of Section 16 above, this lease shall be binding
upon and inure to the benefit of the parties hereto and their respective personal and legal representatives,
successors, and assigns.
27. Memorandum of lease.This lease shall not be recorded without the prior written consent
of lessor.The parties agree to execute and acknowledge a memorandum of this lease in a form suitable for
recording evidencing the commencement date and expiration date of this lease and any special provisions
hereof. Upon expiration or sooner termination of this lease, lessee shall execute in recordable form and
deliver to lessor a quit claim deed covering the premises.
28. Entire agreement.This document contains the entire and integrated lease agreement of the
parties and there are ho terms,obligations,covenants,or conditions of said lease agreement other than those
contained herein. This document may not be modified except in writing signed and acknowledged by all
parties hereto.
29. Miscellaneous,
29.1 CAPTIONS AND CONSTRUCTION.The captions in this lease are for the convenience
of the reader and are not to be construed in the interpretation of its terms.
29.2 INTERPRETATION.This lease has been submitted to the scrutiny of all parties hereto
and their legal counsel,if desired,and shall be given a fair and reasonable interpretation in accordance with
the language hereof, without consideration or weight being given to its having been drafted by any party
hereto or its legal counsel.
29.3 PARTIAL INVALIDITY. If any term or provision of this lease or the application
thereof to any person or circumstance shall to any extent be invalid or unenforceable,the remainder of this
lease,or the application of such term or provision to persons or circumstances other than those as to which
it is invalid or unenforceable, shall not be affected thereby,and each term and provision of this lease shall
be valid and enforced as written to the full extent permitted by law,
29.4 CONFLICT OF PROVISIONS.In case of conflict,the more specific provision of this
lease shall control.
29.5 RELATIONSHIP OF PARTIES.Nothing contained herein shall create the relationship
of principal and agent,master and servant,independent contractor,or ofpartnership or j oint venture between
the parties hereto,and no provisions contained herein shall be deemed to create any relationship between the
parties other than that of landlord and tenant.
29.6 GOVERNING LAW. This lease shall be governed by the laws of the State of
Washington and venue shall be in Clallam County.
29.7 ESTOPPEL CERTIFICATE. Lessor and lessee agree from time to time promptly to
execute, acknowledge, and deliver to the other party a statement in writing certifying that this lease is
unmodified and in full force and effect(or if there have been modifications that the same is in full force and
effect as modified and stating the modifications),whether any party is in default or breach of this lease,and
the dates to which the basic rent and other charges have been paid in advance, if any.
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29.8 NUMBER;GENDER;PERMISSIVE VERSUS MANDATORY USAGE.Where the
context permits,references to the singular shall include the plural and vice versa,and references to the neuter
gender shall include the feminine and masculine.Use of the word"may"shall denote an option or privilege
and shall impose no obligation upon the party which may exercise such option or privilege.Use of the word
"shall" shall denote a duty or an obligation,
IN WITNESS WHEREOF,the parties hereto have executed this instrument in duplicate the day
and year first above written.
CITY OF PORT ANGELES (lessor): CLALLAM COUNTY HISTORICAL
SOCIETY (lessee):
4 'gnature Signature
Title Title
27 2003
Date Date
Address Address
STATE OF WASHINGTON)
) ss.
County of Clallam )
On this" day of�Aigust;2003, before me, a Notary Public for the State of Washington, duly
commissioned and sworn,personally appeared Glenn Wiggins,to me known to be the Mayor of the City of
Port Angeles, the municipal corporation that executed the foregoing instrument, and acknowledged said
instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein
mentioned,and on oath stated that he was authorized to execute said instrument,and that the seal affixed is
the seal of said municipal corporation.
Given under my hand and official seal the day and year first in this certificate above written.
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�in d f or e State of
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Washington,residing at Port Angeles.
My commission expires-
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STATE OF WASHINGTON)
) ss.
County of Clallam )
On this day of August, 2003, before me, a Notary Public for the State of Washington, duly
conunissioned and sworn, personally to me known to be the
=s� ► of the Clallam County Historical Society, corporation that executed the foregoing
instrument,and acknowledged said instrument to be the free and voluntary act and deed of said corporation,
for the uses and purposes therein mentioned, and on oath stated that_he was authorized to execute said
instrument, and that the seal affixed is the seal of said municipal corporation.
Given under my hand and official seal the day and year first in this certificate above written.
R I .F Notary Public in and for the State of
Washington, residing at Port Angeles.
� n My commission expires: J�� � � �-
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Exhibit B
The by assuming the lease of the Carnegie Library held by the Clallam County Historical Society
(CCHS) with the City of Port Angeles, the Lower Elwha Klallam Tribe (LEKT) proposes to:
• Maintain and manage public access to the Historical Society's displays on the upper floor
of the Carnegie Library a minimum of 6 hours per day 5 days per week, excluding
holidays and weekends year round. This increases the public access to the displays as the
Historical Society's volunteers have not been able to keep the building open as the
volunteers are aging and unable to volunteer as many hours as they had planned. We may
also schedule some weekend and evening events that will be open to the public.
• Not only will the building be open more hours, but a focus on Native Americans
receiving governmental services in the building will increase the knowledge of Native
peoples' as Klallam Territory before the settlers came to the area. This will be an
opportunity to increase the awareness of Native Americans roles in the history and
culture of the City of Port Angeles and the surrounding areas.
• Through a collaboration with the Clallam County Historical Society staff and volunteers,
the Lower Elwha Klallam Tribe will utilize the Carnegie Museum to house Tribal
government programs to train staff utilizing a Grant from American Indian Vocational
Rehabilitation (AIVR) and other governmental services. All Native Americans are
eligible to be served in the program that provides opportunities to receive and practice job
readiness skills including reception, computer, and hosting. AIVR program participants
along with other Tribal program staff will manage the Historical Society's displays on the
upper floor and act as docents to share the displays with visitors and groups. Volunteers
from the Historical Society will be encouraged to coordinate events and share knowledge
with Tribal programs. Lower Elwha staff and volunteers will enhance the experiences of
all visitors by increasing historical knowledge of Port Angeles and surrounding Tribes.
• Activities at the Carnegie on a regular basis will increase the traffic coming and going
from the building and will discourage use of the back areas of the building by homeless
persons creating a cleaner environment.
• Tourism opportunities for the City of Port Angeles and the greater community will be
enhanced by having the Carnegie open additional regularly scheduled hours. It will aksi
encourage greater foot traffic and Native American involvement in the downtown
business district.
We believe this justifies Lower Elwha Klallam Tribe assuming the lease of the Carnegie Library
at$1 per month with water paid by the City of Port Angeles and remaining utilities (garbage and
electricity) paid by Lower Elwha Klallam Tribe.
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