6d Attachment, DNR Lease
Item No. 6d attach 1 Meeting Date: October 27, 2020 When recorded, return to: Port of Seattle PO Box 1209 Seattle WA 98111 AQUATIC LANDS LEASE Lease No. 22-101484 Grantor: STATE OF WASHINGTON Grantee(s): PORT OF SEATTLE Legal Description: In front of Govt. Lots Block 430 Seattle Tidelands, Section 12, Township 24 North, Range 3 East, W.M. KING COUNTY. Complete Legal Description on Page 35 Assessor's Property Tax Parcel or Account Number: NA Assessor's Property Tax Parcel or Account Number for Upland parcel used in conjunction with this lease: NA THIS LEASE is between the STATE OF WASHINGTON, acting through the Department of Natural Resources ("State"), and PORT OF SEATTLE, a government agency ("Tenant"). BACKGROUND Tenant desires to lease a portion of the aquatic lands commonly known as Terminal 5 Harbor Area, which is a harbor area located in King County, Washington, from State, and State desires to lease the Property to Tenant pursuant to the terms and conditions of this Lease. State has authority to enter into this Lease under Chapter 43.12, Chapter 43.30 and Title 79 of the Revised Code of Washington (RCW). THEREFORE, the Parties agree as follows: SECTION 1 PROPERTY Aquatic Lands Lease (Rev. 6/30/2020) Page 1 of 35 Lease No.22-101484 1.1 Property Defined. (a) State leases to Tenant and Tenant leases from State the real property described in Exhibit A together with all the rights of State, if any, to improvements on and easements benefiting the Property, but subject to the exceptions and restrictions set forth in this Lease (collectively the "Property"). (b) This Lease is subject to all valid interests of third parties noted in the records of King County, or on file in the Office of the Commissioner of Public Lands, Olympia, Washington; rights of the public under the Public Trust Doctrine or federal navigation servitude; and treaty rights of Indian Tribes. (c) This Lease does not include a right to harvest, collect, or damage natural resources, including aquatic life or living plants; water rights; mineral rights; or a right to excavate or withdraw sand, gravel, or other valuable materials. (d) State reserves the right to grant easements and other land uses on the Property to others when the easement or other land uses will not interfere unreasonably with the Permitted Use. 1.2 Survey and Property Descriptions. (a) Tenant warrants that Exhibit A includes a true and accurate description of the Property boundaries and the location of the Improvements to be constructed on the Property. Tenant's obligation to provide a true and accurate description of the Property boundaries and the location of the Improvements to be constructed on the Property is a material term of this Lease. (b) Tenant's use or occupancy of any state-owned aquatic lands outside the Property boundaries is a material breach of this Lease and State may seek remedies under Section 14 of this Lease in addition to any other remedies afforded by law or equity or otherwise. (c) Tenant shall submit a record of survey for State's acceptance by October 1st, 2021. (d) Tenant's submission of the record of survey shall constitute a warranty that the record of survey is a true and accurate description of the Property boundaries and the as-built location of all Improvements on the Property. Tenant's obligation to provide a true and accurate description of the Property boundaries and the as-built location of Improvements on the Property in the record of survey is a material term of this Lease. (e) At Tenant's expense, and no later than thirty (30) days after receiving State's written acceptance of the record of survey, Tenant shall record the record of survey in the County in which the Property is located. Tenant shall provide State with recording information, including the date of recordation and the file number, within fifteen (15) days after recording the record of survey. (f) Tenant warrants that the Property lies only in front of upland property owned or otherwise legally controlled by the Tenant. (g) State may require Tenant to obtain a record of survey that describes the Property boundaries and the Improvements to be constructed or already existing on the Property if State determines a record of survey is necessary. Aquatic Lands Lease (Rev. 6/30/2020) Page 2 of 35 Lease No.22-101484 (h) Tenant shall hold harmless State and will not seek damages from State in the event a subsequent record of survey reveals an error in the legal description provided in Exhibit A. 1.3 Inspection. State makes no representation regarding the condition of the Property, improvements located on the Property, the suitability of the Property for Tenant's Permitted Use, compliance with governmental laws and regulations, availability of utility rights, access to the Property, or the existence of hazardous substances on the Property. Tenant inspected the Property and accepts it "AS IS." SECTION 2 USE 2.1 Permitted Use. Tenant shall use the Property for: installation and maintenance of four (4) piling and navigational aids (the "Permitted Use"), and for no other purpose. Exhibit B includes additional details about the Permitted Use, the Property, and Improvements. The Permitted Use of this Lease shall not be changed or modified without the written consent of State which shall be at State's sole discretion. 2.2 Restrictions on Permitted Use and Operations. The following limitations and requirements apply to the Property and adjacent state-owned aquatic land. Tenant's compliance with the following does not limit Tenant's liability under any other provision of this Lease. (a) Tenant shall not cause or permit: (1) Damage to natural resources, (2) Waste, or (3) Deposit of material, unless approved by State in writing. This prohibition includes deposit of fill, rock, earth, ballast, wood waste, refuse, garbage, waste matter, pollutants of any type, or other matter. (b) Nothing in this Lease shall be interpreted as an authorization to dredge the Property. 2.3 Conformance with Laws. Tenant shall, at all times, keep current and comply with all conditions and terms of permits, licenses, certificates, regulations, ordinances, statutes, and other government rules and regulations regarding Tenant's use or occupancy of the Property. 2.4 Liens and Encumbrances. Unless expressly authorized by State in writing, Tenant shall keep the Property free and clear of liens or encumbrances arising from the Permitted Use or Tenant's occupancy of the Property. 2.5 Residential Uses Prohibited. Residential uses, as defined by WAC 332-30-106(62), are not permitted on the Property. SECTION 3 TERM 3.1 Term Defined. The term of this Lease is Ten (10) years (the "Term"), beginning on the 15th day of November, 2020 (the "Commencement Date"), and ending on the 14th day of Aquatic Lands Lease (Rev. 6/30/2020) Page 3 of 35 Lease No.22-101484 November, 2030 (the "Termination Date"), unless terminated sooner under the terms of this Lease. Whenever the phrase "termination of this Lease" or "termination of the Lease" is used in this Lease, it shall refer to the ending, termination, cancellation, or expiration of the Lease. 3.2 Renewal of the Lease. This Lease does not provide a right of renewal. Tenant may apply for a new lease, which State has discretion to grant or deny. Tenant must apply for a new lease at least one (1) year prior to Termination Date. 3.3 End of Term. (a) Removal of Improvements and Personal Property: Prior to the termination of this Lease, Tenant shall remove Improvements and Personal Property in accordance with Section 7, Improvements. (b) Restoration of Property: (1) Prior to the termination of this Lease, Tenant shall restore the Property to its condition before the installation of any Improvements on the Property. (2) This restoration is to be done at Tenant's expense and to the satisfaction of State. Restoration of the Property is considered to be Work, as described in Section 7 of the Lease. Tenant's plans for restoring the Property shall be submitted to State for prior approval in accordance with Section 7 of this Lease. (3) If Tenant fails to restore the condition of the Property as required by this Paragraph, State may take steps reasonably necessary to remedy Tenant's failure. Upon demand by State, Tenant shall pay all costs of State's remedy, including but not limited to the costs of removing and disposing of material deposited on the Property, lost revenue resulting from the condition of the Property, and administrative costs associated with State's remedy. (c) Vacation of Property: Upon the termination of this Lease, Tenant shall cease all operations on and use of the Property and surrender the Property to State. 3.4 Holdover. (a) If Tenant remains in possession of the Property after the Termination Date, and State has not notified Tenant that Tenant must vacate the Property, in the absence of a new lease agreement between State and Tenant, the following terms apply: Tenant's occupancy will be a month-to-month tenancy, on terms identical to the terms of this Lease, except that either Party may terminate the tenancy on thirty (30) days' written notice. The month-to-month occupancy will not be an extension or renewal of the Term. (1) The monthly rent during the month-to-month tenancy will be the same rent that would be due if the Lease were still in effect and all adjustments in rent were made in accordance with its terms. (2) Payment of more than the monthly rent will not be construed to create a periodic tenancy longer than month-to-month. If Tenant pays more than the monthly rent and State provides notice to vacate the property, State shall refund the amount of excess payment remaining after the Tenant ceases occupation of the Property. Aquatic Lands Lease (Rev. 6/30/2020) Page 4 of 35 Lease No.22-101484 (b) If State notifies Tenant to vacate the Property and Tenant fails to do so within the time set forth in the notice, Tenant will be a trespasser and shall owe State all amounts due under RCW 79.02.300 or other applicable laws. SECTION 4 RENT 4.1 Annual Rent. (a) The Annual Rent is based on the use classification of Tenant's Permitted Use of the Property and the square footage of each use classification, as set forth in Exhibit A. (b) Until adjusted as set forth below, Tenant shall pay to State an annual rent of Five Hundred-Thirty Six Dollars and Sixty Six cents ($536.66), consisting Five Hundred-Thirty Six Dollars and Sixty Six cents ($536.66), related to the waterdependent rent. (c) The annual rent, as it currently exists or as adjusted or modified (the "Annual Rent"), is due and payable in full on or before the Commencement Date and on or before the same date of each year thereafter. Any payment not paid by State's close of business on the date due is past due. 4.2 Payment Place. Tenant shall make payment to Financial Management Division, 1111 Washington St SE, PO Box 47041, Olympia, WA 98504-7041. 4.3 Adjustment Based on Change in Use Classification. Neither the use classification nor the square footage of a use classification shall be changed without the prior written consent of State. If the use classification or the square footage of a use classification is changed, the Annual Rent shall be adjusted based on the revised use classification or square footage of each use classification. 4.4 Rent Adjustment Procedures. (a) Notice of Rent Adjustment. State shall provide notice of adjustments to the Annual Rent allowed under Paragraph 4.5(b) to Tenant in writing no later than ninety (90) days after the anniversary date of the Lease. (b) If State fails to provide the notice required in Paragraph 4.4(a), State shall not collect the adjustment amount for the year in which State failed to provide notice. Upon providing notice of adjustment, State may adjust and prospectively bill Annual Rent as if missed or waived adjustments had been implemented at the proper interval. This includes the implementation of any inflation adjustment. 4.5 Rent Adjustments for Water-Dependent Uses. (a) Inflation Adjustment. State shall adjust water-dependent rent annually pursuant to RCW 79.105.200-.360, except in those years in which State revalues the rent under Paragraph 4.5(b) below. This adjustment will be effective on the anniversary of the Commencement Date. Aquatic Lands Lease (Rev. 6/30/2020) Page 5 of 35 Lease No.22-101484 (b) Revaluation of Rent. At the end of the first four-year period of the Term, and at the end of each subsequent four-year period, State shall revalue the water-dependent Annual Rent in accordance with RCW 79.105.200-.360. (c) Rent Cap. State shall increase rent incrementally in compliance with RCW 79.105.260 as follows: If application of the statutory rent formula for water-dependent uses would result in an increase in the rent attributable to such uses of more than fifty percent (50%) in any one year, State shall limit the actual increase implemented in such year to fifty percent (50%) of the then-existing rent. In subsequent, successive years, State shall increase the rental amount incrementally until State implements the full amount of increase as determined by the statutory rent formula. SECTION 5 OTHER EXPENSES 5.1 Utilities. Tenant shall pay all fees charged for utilities required or needed by the Permitted Use. 5.2 Taxes and Assessments. Tenant shall pay all taxes (including leasehold excise taxes), assessments, and other governmental charges applicable or attributable to the Property, Tenant's leasehold interest, the Improvements, or Tenant's use and enjoyment of the Property. 5.3 Right to Contest. If in good faith, Tenant may contest any tax or assessment at its sole cost and expense. At the request of State, Tenant shall furnish reasonable protection in the form of a bond or other security, satisfactory to State, against loss or liability resulting from such contest. 5.4 Proof of Payment. If required by State, Tenant shall furnish to State receipts or other appropriate evidence establishing the payment of amounts this Lease requires Tenant to pay. 5.5 Failure to Pay. If Tenant fails to pay any of the amounts due under this Lease, State may pay the amount due, and recover its cost in accordance with Section 6. SECTION 6 LATE PAYMENTS AND OTHER CHARGES 6.1 Failure to Pay Rent. If Tenant fails to pay rent when due under this Lease, State may seek remedies under Section 14 as well as late charges and interest as provided in this Section 6. 6.2 Late Charge. If State does not receive full rent payment within ten (10) days of the date due, Tenant shall pay to State a late charge equal to four percent (4%) of the unpaid amount or Fifty Dollars ($50), whichever is greater, to defray the overhead expenses of State incident to the delay. 6.3 Interest Penalty for Past Due Rent and Other Sums Owed. Aquatic Lands Lease (Rev. 6/30/2020) Page 6 of 35 Lease No.22-101484 (a) Tenant shall pay interest on the past due rent at the rate of one percent (1%) per month until paid, in addition to paying the late charges determined under Paragraph 6.2. Rent not paid by the close of business on the due date will begin accruing interest the day after the due date. (b) If State pays or advances any amounts for or on behalf of Tenant, Tenant shall reimburse State for the amount paid or advanced and shall pay interest on that amount at the rate of one percent (1%) per month from the date State notifies Tenant of the payment or advance. This includes, but is not limited to, State's payment of taxes, assessments, insurance premiums, costs of removal and disposal of materials or Improvements under any provision of this Lease, or other amounts not paid when due. 6.4 Referral to Collection Agency and Collection Agency Fees. If State does not receive full payment within thirty (30) days of the due date, State may refer the unpaid amount to a collection agency as provided by RCW 19.16.500 or other applicable law. Upon referral, Tenant shall pay collection agency fees in addition to the unpaid amount. 6.5 No Accord and Satisfaction. If Tenant pays, or State otherwise receives, an amount less than the full amount then due, State may apply such payment as it elects. State may accept payment in any amount without prejudice to State's right to recover the balance or pursue any other right or remedy. No endorsement or statement on any check, any payment, or any letter accompanying any check or payment constitutes accord and satisfaction. 6.6 No Counterclaim, Setoff, or Abatement of Rent. Except as expressly set forth elsewhere in this Lease, Tenant shall pay rent and all other sums payable by Tenant without the requirement that State provide prior notice or demand. Tenant's payment is not subject to counterclaim, setoff, deduction, defense or abatement. SECTION 7 IMPROVEMENTS 7.1 Improvements Defined. (a) "Improvements," consistent with RCW 79.105 through 79.140, are additions within, upon, or attached to the land. This includes, but is not limited to, fill, structures, bulkheads, docks, pilings, and other fixtures. (b) "Personal Property" means items that can be removed from the Property without (1) injury to the Property, adjacent state-owned aquatic lands, or Improvements or (2) diminishing the value or utility of the Property, adjacent state-owned aquatic lands or Improvements. (c) "State-Owned Improvements" are Improvements made or owned by the State of Washington. State-Owned Improvements includes any construction, alteration, or addition to State-Owned Improvements made by Tenant. (d) "Tenant-Owned Improvements" are Improvements authorized by State and (1) made by Tenant, (2) acquired by Tenant from the prior tenant, (3) made by subtenants on the Property, or (4) acquired by a subtenant from Tenant or a prior subtenant or tenant. Aquatic Lands Lease (Rev. 6/30/2020) Page 7 of 35 Lease No.22-101484 (e) "Unauthorized Improvements" are Improvements made on the Property without State's prior consent or Improvements made by Tenant that do not conform to plans submitted to and approved by State. 7.2 Existing Improvements. On the Commencement Date, there are no Improvements located on the Property. 7.3 Construction, Major Repair, Modification, and Other Work. (a) This Paragraph 7.3 governs construction, alteration, replacement, major repair, modification, and removal of Improvements ("Work"). (b) Except in an emergency, Tenant shall not conduct Work without State's prior written consent. Tenant shall obtain State's prior written consent as follows: (1) Tenant shall submit to State plans and specifications describing the proposed Work at least sixty (60) days before submitting permit applications to regulatory authorities unless Tenant and State otherwise agree to coordinate permit applications. At a minimum, or if no permits are necessary, Tenant shall submit plans and specifications at least ninety (90) days before commencement of Work. (2) State may deny consent if State determines that denial is in the best interest of the State of Washington or if proposed Work does not comply with Paragraphs 7.4 and 11.3. State may impose additional conditions reasonably intended to protect and preserve the Property. (3) State will not approve plans to construct new Improvements or expand existing Improvements in or over habitats designated by State as important habitat, including, but not limited to: native aquatic vegetation, commercial geoduck tracts, forage fish spawning areas, and salmon critical habitat. Tenant shall confirm location of important habitat on Property, if any, with State before submitting plans and specifications in accordance with Paragraph 7.3. (c) Tenant shall immediately notify State of emergency Work. Upon State's request, Tenant shall provide State with plans and specifications or as-builts of emergency Work. (d) Tenant shall not commence or authorize Work until Tenant or Tenant's contractor has: (1) Obtained a performance and payment bond in an amount equal to one hundred twenty-five percent (125%) of the estimated cost of construction. Tenant or Tenant's contractor shall maintain the performance and payment bond until the costs of the Work, including all laborers and material persons, are paid in full. (2) Obtained all required permits. (e) Before completing Work, Tenant shall remove all debris and restore the Property to an orderly and safe condition. If Work is for removal of Improvements at End of Term, Tenant shall restore the Property in accordance with Paragraph 3.3, End of Term. (f) Upon completing Work, Tenant shall promptly provide State with as-built plans and specifications. State may also require Tenant to obtain an updated record Aquatic Lands Lease (Rev. 6/30/2020) Page 8 of 35 Lease No.22-101484 survey showing the Property boundaries and the as-built location of all Improvements on the Property. (g) State shall not charge rent for authorized Improvements installed by Tenant during this Term of this Lease, but State may charge rent for such Improvements when and if Tenant or successor obtains a subsequent use authorization for the Property and State has waived the requirement for Improvements to be removed as provided in Paragraph 7.5. 7.4 Standards for Work. (a) Applicability of Standards for Work. (1) The standards for Work in Paragraph 7.4(b) apply to Work commenced in the five year period following the Commencement Date. Work commences when State approves plans and specifications. (2) If Tenant commences Work five years or more after the Commencement Date, Tenant shall comply with State's then current standards for Work. (3) Tenant may ascertain State's current standards for Work as follows: (i) Before submitting plans and specifications for State's approval as required by Paragraph 7.3 of the Lease, Tenant shall request State to provide Tenant with then current standards for Work on Stateowned Aquatic Lands. (ii) Within thirty (30) days of receiving Tenant's request, State shall provide Tenant with current standards for Work, which will be effective for the purpose of State's approval of Tenant's proposed Work provided Tenant submits plans and specifications for State's approval within two (2) years of Tenant's request for standards. (iii) If State does not timely provide current standards upon Tenant's request, the standards under Paragraph 7.4(b) apply to Tenant's Work provided Tenant submits plans and specifications as required by Paragraph 7.3 within two (2) years of Tenant's request for standards. (iv) If Tenant fails to (1) make a request for current standards or (2) timely submit plans and specifications to State after receiving current standards, Tenant shall make changes in plans or Work necessary to conform to current standards for Work upon State's demand. (b) Standards for Work. (1) Tenant shall only conduct in-water Work during time periods authorized for such work under WAC 220-660-110, Authorized Work Times in freshwater Areas, or as otherwise directed by the Washington Department of Fish and Wildlife (WDFW), United States Fish and Wildlife Service (USFWS), National Marine Fisheries Service (NMFS). 7.5 Tenant-Owned Improvements. (a) Removal of Tenant-Owned Improvements upon termination. Aquatic Lands Lease (Rev. 6/30/2020) Page 9 of 35 Lease No.22-101484 (1) Tenant shall remove Tenant-Owned Improvements in accordance with Paragraph 7.3 upon the termination of the Lease unless State waives the requirement for removal. (2) Tenant-Owned Improvements remaining on the Property after the termination of the Lease shall become State-Owned Improvements without payment by State, unless State elects otherwise. State may refuse or waive ownership. (3) If Tenant-Owned Improvements remain on the Property after the termination of the Lease without State's consent, State may remove all Improvements and Tenant shall pay State's costs. (b) Conditions Under Which State May Waive Removal of Tenant-Owned Improvements. (1) State may waive removal of any Tenant-Owned Improvements whenever State determines that it is in the best interests of the State and regardless of whether Tenant enters into a new Lease for the Property. (2) If Tenant enters into a new Lease for the Property, State may waive requirement to remove Tenant-Owned Improvements. State also may consent to Tenant's continued ownership of Tenant-Owned Improvements. (3) If Tenant does not enter into a new Lease for the Property, State may waive requirement to remove Tenant-Owned Improvements upon consideration of a timely request from Tenant, as follows: (i) Tenant must notify State at least one (1) year before the Termination Date of its request to leave Tenant-Owned Improvements. (ii) State, within ninety (90) days of receiving Tenant's notification, will notify Tenant whether State consents to any Tenant-Owned Improvements remaining. State has no obligation to grant consent. (iii) State's failure to respond to Tenant's request to leave Improvements within ninety (90) days is a denial of the request. (c) Tenant's Obligations if State Waives Removal. (1) Tenant shall not remove Tenant-Owned Improvements if State waives the requirement for removal of any Tenant-Owned Improvements. (2) Tenant shall maintain such Tenant-Owned Improvements in accordance with this Lease until the termination of the Lease. Tenant is liable to State for cost of repair if Tenant causes or allows damage to Tenant-Owned Improvements State has designated to remain. 7.6 Unauthorized Improvements. (a) Unauthorized Improvements belong to State, unless State elects otherwise. (b) The placement of Unauthorized Improvements on the Property is a default of the Lease. State may require removal of any or all Unauthorized Improvements. If State requires removal of Unauthorized Improvements and Tenant fails to remove Unauthorized Improvements, State may remove Unauthorized Improvements and Tenant shall pay for the cost of removal and disposal. Aquatic Lands Lease (Rev. 6/30/2020) Page 10 of 35 Lease No.22-101484 (c) In addition to requiring removal of Unauthorized Improvements, State may charge Tenant a use fee that is sixty percent (60%) higher than the full market value of the use of the land for the Unauthorized Improvements from the time of installation or construction until the time the Unauthorized Improvements are removed. (d) If State consents to Unauthorized Improvements remaining on the Property, upon State's consent, the Unauthorized Improvements will be treated as Tenant-Owned Improvements and the removal and ownership of such Improvements shall be governed by Paragraph 7.5. If State consents to the Unauthorized Improvements remaining on the Property, State may charge a use fee that is sixty percent (60%) higher than the full market value of the use of the land for the Unauthorized Improvements from the time of installation or construction until State consents. 7.7 Personal Property. (a) Tenant retains ownership of Personal Property unless Tenant and State agree otherwise in writing. (b) Tenant shall remove Personal Property from the Property by the termination of the Lease. Tenant is liable for damage to the Property and Improvements resulting from removal of Personal Property. (c) State may sell or dispose of all Personal Property left on the Property after the termination of the Lease. (1) If State conducts a sale of Personal Property, State shall first apply proceeds to State's costs of removing the Personal Property, State's costs in conducting the sale, and any other payment due from Tenant to State. State shall pay the remainder, if any, to the Tenant. Tenant shall be liable for any costs of removing the Personal Property and any costs of conducting the sale that exceed the proceeds received by State. (2) If State disposes of Personal Property, Tenant shall pay for the cost of removal and disposal. SECTION 8 ENVIRONMENTAL LIABILITY/RISK ALLOCATION 8.1 Definitions. (a) "Hazardous Substance" means any substance that now or in the future becomes regulated or defined under any federal, state, or local statute, ordinance, rule, regulation, or other law relating to human health, environmental protection, contamination, pollution, or cleanup. (b) "Release or threatened release of Hazardous Substance" means a release or threatened release as defined under any law described in Paragraph 8.1(a). (c) "Utmost care" means such a degree of care as would be exercised by a very careful, prudent, and competent person under the same or similar circumstances; the standard of care applicable under the Washington State Model Toxics Control Act ("MTCA"), Chapter 70.105D RCW. (d) "Tenant and affiliates" when used in this Section 8 means Tenant or Tenant's subtenants, contractors, agents, employees, guests, invitees, licensees, affiliates, or any person on the Property with the Tenant's permission. Aquatic Lands Lease (Rev. 6/30/2020) Page 11 of 35 Lease No.22-101484 (e) "Liabilities" as used in this Section 8 means any claims, demands, proceedings, lawsuits, damages, costs, expenses, fees (including attorneys' fees and disbursements), penalties, or judgments. 8.2 General Conditions. (a) Tenant's obligations under this Section 8 extend to the area in, on, under, or above: (1) The Property; and (2) Adjacent state-owned aquatic lands if affected by a release of Hazardous Substances that occurs as a result of the Permitted Use. (b) Standard of Care. (1) Tenant shall exercise the utmost care with respect to Hazardous Substances. (2) Tenant shall exercise utmost care for the foreseeable acts or omissions of third parties with respect to Hazardous Substances, and the foreseeable consequences of those acts or omissions, to the extent required to establish a viable, third-party defense under the law. 8.3 Current Conditions and Duty to Investigate. (a) State makes no representation about the condition of the Property or adjacent state-owned aquatic lands. Hazardous Substances may exist in, on, under, or above the Property. (b) This Lease does not impose a duty on State to conduct investigations or supply information to Tenant about Hazardous Substances. (c) Tenant is responsible for conducting all appropriate inquiry and gathering sufficient information about the existence, scope, and location of Hazardous Substances on or near the Property necessary for Tenant to meet Tenant's obligations under this Lease and utilize the Property for the Permitted Use. 8.4 Use of Hazardous Substances. (a) Tenant and affiliates shall not use, store, generate, process, transport, handle, release, or dispose of Hazardous Substances, except in accordance with all applicable laws. (b) Tenant shall not undertake, or allow others to undertake by Tenant's permission, acquiescence, or failure to act, activities that result in a release or threatened release of Hazardous Substances. (c) If use of Hazardous Substances related to Tenant's use or occupancy of the Property results in violation of law: (1) Tenant shall submit to State any plans for remedying the violations, and (2) Tenant shall implement any remedial measures to restore the Property or natural resources that State may require in addition to remedial measures required by regulatory authorities. 8.5 Management of Contamination, if any. (a) Tenant and affiliates shall not undertake activities that: Aquatic Lands Lease (Rev. 6/30/2020) Page 12 of 35 Lease No.22-101484 (1) Damage or interfere with the operation of remedial or restoration activities, if any; (2) Result in human or environmental exposure to contaminated sediments, if any; (3) Result in the mechanical or chemical disturbance of on-site habitat mitigation, if any. (b) If requested, Tenant shall allow reasonable access to: (1) Employees and authorized agents of the United States Environmental Protection Agency (EPA), the Washington State Department of Ecology, health department, or other similar environmental agencies; and (2) Potentially liable or responsible parties who are the subject of an order or consent decree that requires access to the Property. Tenant may negotiate an access agreement with such parties, but Tenant may not unreasonably withhold such agreement. 8.6 Notification and Reporting. (a) Tenant shall immediately notify State if Tenant becomes aware of any of the following: (1) A release or threatened release of Hazardous Substances; (2) Any new discovery of or new information about a problem or liability related to, or derived from, the presence of Hazardous Substances; (3) Any lien or action arising from Hazardous Substances; (4) Any actual or alleged violation of any federal, state, or local statute, ordinance, rule, regulation, or other law pertaining to Hazardous Substances; (5) Any notification from the EPA or the Washington State Department of Ecology that remediation or removal of Hazardous Substances is or may be required at the Property. (b) Tenant's duty to report under Paragraph 8.6(a) extends to lands described in Paragraph 8.2(a) and to any other property used by Tenant in conjunction with the Property if a release of Hazardous Substances on the other property could affect the Property. (c) Tenant shall provide State with copies of all documents Tenant submits to any federal, state or local authorities concerning environmental impacts or proposals relative to the Property. Documents subject to this requirement include, but are not limited to, applications, reports, studies, or audits for National Pollutant Discharge Elimination System permits; U.S. Army Corps of Engineers permits; State Hydraulic Project Approvals (HPA); State Water Quality Certifications; Shoreline Substantial Development permits; and any reporting necessary for the existence, location, and storage of Hazardous Substances on the Property. 8.7 Indemnification. (a) Tenant shall fully indemnify, defend, and hold harmless State from and against Liabilities that arise out of, or relate to: Aquatic Lands Lease (Rev. 6/30/2020) Page 13 of 35 Lease No.22-101484 (1) The use, storage, generation, processing, transportation, handling, or disposal of any Hazardous Substance by Tenant and affiliates occurring whenever Tenant occupies or has occupied the Property; (2) The release or threatened release of any Hazardous Substance resulting from any act or omission of Tenant and affiliates occurring whenever Tenant occupies or has occupied the Property. (b) Tenant shall fully indemnify, defend, and hold harmless State for Liabilities that arise out of or relate to Tenant's breach of obligations under Paragraph 8.5. (c) If Tenant fails to exercise care as described in Paragraph 8.2(b)(2), to the extent permitted by law, Tenant shall fully indemnify, defend, and hold harmless State from and against Liabilities arising from the acts or omissions of third parties in relation to the release or threatened release of Hazardous Substances. 8.8 Reservation of Rights. (a) For Liabilities not covered by the indemnification provisions of Paragraph 8.7, the Parties expressly reserve and do not waive any rights, claims, immunities, causes of action, or defenses relating to Hazardous Substances that either Party may have against the other under law. (b) The Parties expressly reserve all rights, claims, immunities, and defenses that either Party may have against third parties. Nothing in this Section 8 benefits or creates rights for third parties. (c) The allocations of risks, Liabilities, and responsibilities set forth in this Section 8 do not release either Party from or affect the liability of either Party for Hazardous Substances claims or actions by regulatory agencies. 8.9 Cleanup. (a) If Tenant's act, omission, or breach of obligation under Paragraph 8.4 results in a release of Hazardous Substances that exceeds the threshold limits of any applicable regulatory standard, Tenant shall, at Tenant's sole expense, promptly take all actions necessary or advisable to clean up the Hazardous Substances in accordance with applicable law. (b) Tenant may undertake a cleanup of the Property pursuant to the Washington State Department of Ecology's Voluntary Cleanup Program, provided that Tenant cooperates with the Department of Natural Resources in development of cleanup plans. Tenant shall not proceed with Voluntary Cleanup without the Department of Natural Resources approval of final plans. Nothing in the operation of this provision is an agreement by the Department of Natural Resources that the Voluntary Cleanup complies with any laws or with the provisions of this Lease. Tenant's completion of a Voluntary Cleanup is not a release from or waiver of any obligation for Hazardous Substances under this Lease. 8.10 Sampling by State, Reimbursement, and Split Samples. (a) State may enter the Property and conduct sampling, tests, audits, surveys, or investigations ("Tests") of the Property at any time to determine the existence, scope, or effects of Hazardous Substances. Aquatic Lands Lease (Rev. 6/30/2020) Page 14 of 35 Lease No.22-101484 (b) If such Tests, along with any other information, demonstrate a breach of Tenant's obligations regarding Hazardous Substances under this Lease, Tenant shall promptly reimburse State for all costs associated with the Tests, provided State gave Tenant thirty (30) calendar days advance notice in nonemergencies and reasonably practical notice in emergencies. (c) In nonemergencies, Tenant is entitled to obtain split samples of Test samples, provided Tenant gives State written notice requesting split samples at least ten (10) calendar days before State conducts Tests. Upon demand, Tenant shall promptly reimburse State for additional cost, if any, of split samples. (d) If either Party conducts Tests on the Property, the conducting Party shall provide the other Party with validated final data and quality assurance/quality control/chain of custody information about the Tests within sixty (60) calendar days of a written request by the other party, unless Tests are part of a submittal under Paragraph 8.6(c) in which case Tenant shall submit data and information to State without written request by State. Neither party is obligated to provide any analytical summaries or the work product of experts. 8.11 Closeout Assessment. (a) State may require Tenant to conduct a Closeout Environmental Assessment ("Closeout Assessment") prior to Termination Date or after a valid notice of early termination according to the procedures set forth in (b)-(j) below. (b) The purpose of the Closeout Assessment is to determine the existence, scope, or effects of Hazardous Substances on the Property and associated natural resources. The Closeout Assessment may include sediment sampling as well as additional testing State may require. (c) No later than one hundred eighty (180) calendar days prior to the Termination Date, or within ninety (90) days of a valid notice of early termination, State may provide Tenant with written notice that State requires a Closeout Assessment. (d) Within sixty (60) days of State's notice that Closeout Assessment is required and before commencing assessment activities, Tenant shall submit a proposed plan for conducting the Closeout Assessment in writing for State's approval. (e) If State fails to approve or disapprove of the plan in writing within sixty (60) days of its receipt, State waives requirement for approval. (f) Tenant shall be responsible for all costs required to complete planning, sampling, analyzing, and reporting associated with the Closeout Assessment. (g) If the Lease has terminated, State may require Tenant to enter into a right of entry or other use authorization prior to the Tenant entering the Property for any Closeout Assessment work required by this Paragraph 8.11. (h) Tenant shall submit Closeout Assessment to State upon completion. (i) As required by law, Tenant shall report to the appropriate regulatory authorities if the Closeout Assessment discloses a release or threatened release of Hazardous Substances. (j) If the initial results of the Closeout Assessment disclose that Hazardous Substances may have migrated to other property, State may require Tenant to conduct additional assessment work to determine the existence, scope, and effect of Hazardous Substances on adjacent property, any other property subject to use Aquatic Lands Lease (Rev. 6/30/2020) Page 15 of 35 Lease No.22-101484 by Tenant in conjunction with its use of the Property, or on associated natural resources. Tenant shall submit additional assessment work to State upon completion. As required by law, Tenant shall report to the appropriate regulatory authorities if the additional assessment discloses a release or threatened release of Hazardous Substances. SECTION 9 ASSIGNMENT AND SUBLETTING 9.1 State Consent Required. Tenant shall not sell, convey, mortgage, assign, pledge, sublease, or otherwise transfer or encumber any part of Tenant's interest in this Lease or the Property without State's prior written consent, which shall be at State's sole discretion. (a) In determining whether to consent, State may consider, among other items, the proposed transferee's financial condition, business reputation, and experience, the nature of the proposed transferee's business, the then-current value of the Property, and such other factors as may reasonably bear upon the suitability of the transferee as a tenant of the Property.. Tenant shall submit information regarding any proposed transferee to State at least thirty (30) days prior to the date of the proposed transfer. (b) State reserves the right to condition its consent upon: (1) Changes in the terms and conditions of this Lease, including, but not limited to, the Annual Rent; and/or (2) The agreement of Tenant or transferee to conduct Tests for Hazardous Substances on the Property or on other property owned or occupied by Tenant or the transferee. (c) Each permitted transferee shall assume all obligations under this Lease, including the payment of rent. No assignment, sublet, or transfer shall release, discharge, or otherwise affect the liability of Tenant. Tenant shall remain liable for the full and complete performance, satisfaction, and compliance with the terms of this Lease. (d) State's consent under this Paragraph 9.1 does not constitute a waiver of any claims against Tenant for the violation of any term of this Lease. 9.2 Rent Payments Following Assignment. The acceptance by State of the payment of rent following an assignment or other transfer does not constitute consent to any assignment or transfer. 9.3 Terms of Subleases. (a) Tenant shall submit the terms of all subleases to State for prior approval. (b) Tenant shall incorporate the following requirements in all subleases: (1) The sublease must be consistent with and subject to all the terms and conditions of this Lease; (2) The sublease must provide that this Lease controls if the terms of the sublease conflict with the terms of this Lease; (3) The term of the sublease (including any period of time covered by a renewal option) must end before the Termination Date of the initial Term or any renewal term; Aquatic Lands Lease (Rev. 6/30/2020) Page 16 of 35 Lease No.22-101484 (4) The sublease must terminate if this Lease terminates for any reason; (5) The subtenant must receive and acknowledge receipt of a copy of this Lease; (6) The sublease must prohibit the prepayment to Tenant by the subtenant of more than the annual rent. (7) The sublease must identify the rental amount subtenant is to pay to Tenant; (8) The sublease must provide that there is no privity of contract between the subtenant and State; (9) The sublease must require removal of the subtenant's Improvements and Personal Property upon termination of the sublease; (10) The subtenant's permitted use must be within the scope of the Permitted Use; (11) The sublease must require the subtenant to meet the Indemnification requirements under Paragraph10; (12) The sublease must require the subtenant to meet the Insurance requirements under Paragraph10 unless State agrees in writing to exempt a subtenant from this requirement; (13) The sublease must require the subtenant to comply with the Financial Security requirements under Paragraph10, unless State agrees in writing to exempt a subtenant from this requirement; (14) If the sublease includes moorage of a vessel, the sublease must require the subtenant to procure marine insurance as set forth in Paragraph 10.2(c)(4) of this Lease. 9.4 Short-Term Subleases of Moorage Slips. Short-term subleasing of moorage slips for a term of one year or less does not require State's prior approval pursuant to Paragraphs 9.1 or 9.3. Tenant shall conform moorage sublease agreements to the sublease requirements in Paragraph 9.3. 9.5 Event of Assignment. If Tenant is a corporation, dissolution of the corporation or a transfer (by one or more transactions) of a majority of the voting stock of Tenant is an assignment of this Lease. If Tenant is a partnership, dissolution of the partnership or a transfer (by one or more transactions) of the controlling interest in Tenant is an assignment of this Lease. If Tenant is a limited liability company, conveyance of an economic interest of greater than fifty percent (50%) is an assignment of this Lease. Assignments defined in this Paragraph 9.5 require State's consent under Paragraph 9.1. SECTION 10 INDEMNITY, FINANCIAL SECURITY, INSURANCE 10.1 Indemnity. (a) Tenant shall indemnify, defend, and hold harmless State, its employees, officials, officers, and agents from any Claim arising out of the Permitted Use, any Claim arising out of activities related to the Permitted Use, and any Claim arising out of the use, occupation, or control of the Property by Tenant, its subtenants, contractors, agents, invitees, guests, employees, affiliates, licensees, or permittees Aquatic Lands Lease (Rev. 6/30/2020) Page 17 of 35 Lease No.22-101484 to the fullest extent permitted by law and subject to the limitations provided below. (b) "Claim" as used in this Paragraph 10.1 means any financial loss, claim, suit, action, damages, expenses, costs, fees (including attorneys' fees), fines, penalties, or judgments attributable to bodily injury, sickness, disease, death, and damages to tangible property, including, but not limited to, land, aquatic life, and other natural resources. "Damages to tangible property" includes, but is not limited to, physical injury to the Property, diminution in value, and/or damages resulting from loss of use of the Property. (c) State shall not require Tenant to indemnify, defend, and hold harmless State, its employees, officials, officers, and agents for a Claim caused solely by or resulting solely from the negligence or willful act of State, its employees, officials, officers, or agents. (d) Tenant specifically and expressly waives any immunity that may be granted under the Washington State Industrial Insurance Act, Title 51 RCW in connection with its obligation to indemnify, defend, and hold harmless State and its employees, officials, officers, and agents. Further, Tenant's obligation under this Lease to indemnify, defend, and hold harmless State and its employees, officials, officers, and agents shall not be limited in any way by any limitation on amount or type of damages, compensation, or benefits payable to or for any third party under the worker's compensation acts. (e) Only to the extent RCW 4.24.115 applies and requires such a limitation, if a Claim is caused by or results from the concurrent negligence of (a) State or State's employees, officials, officers, or agents, and (b) the Tenant or Tenant's subtenants, agents, or employees, these indemnity provisions shall be valid and enforceable only to the extent of the negligence of the Tenant and those acting on its behalf. (f) Section 8, Environmental Liability/Risk Allocation, exclusively shall govern Tenant's liability to State for Hazardous Substances and its obligation to indemnify, defend, and hold harmless State for Hazardous Substances. 10.2 Insurance Terms. (a) Insurance Required. (1) Tenant certifies that on the Commencement Date of this Lease it is selfinsured for all the liability exposures, its self-insurance plan satisfies all State requirements, and its self-insurance plan provides coverage equal to that required in this Paragraph 10.2 and by Paragraph 10.3, Insurance Types and Limits. Tenant shall provide to State evidence of its status as a self-insured entity. Upon request by State, Tenant shall provide a written description of its financial condition and/or the self-insured funding mechanism. Tenant shall provide State with at least thirty (30) days' written notice prior to any material changes to Tenant's self-insured funding mechanism. If during the term of this Lease Tenant's selfinsurance plan fails to provide coverage equal to that required in Paragraph 10.2 and Paragraph 10.3 of this Lease, Tenant shall procure additional commercial insurance coverage to meet the requirements of this Aquatic Lands Lease (Rev. 6/30/2020) Page 18 of 35 Lease No.22-101484 Lease. The requirements in Paragraph 10.2(a)(3) and (4) only apply where the Tenant procures additional commercial insurance to meet the requirements of this Lease. (2) Unless State agrees to an exception, Tenant shall provide insurance issued by an insurance company or companies admitted to do business in the State of Washington and have a rating of A- or better by the most recently published edition of A.M. Best's Insurance Reports. Tenant may submit a request to the risk manager for the Department of Natural Resources to approve an exception to this requirement. If an insurer is not admitted, the insurance policies and procedures for issuing the insurance policies shall comply with Chapter 48.15 RCW and 284-15 WAC. (3) All general liability, excess, umbrella and pollution legal liability insurance policies must name the State of Washington, the Department of Natural Resources, its elected and appointed officials, officers, agents, and employees as an additional insured by way of endorsement. (4) All property insurance, builder's risk insurance, and equipment breakdown insurance must name the State of Washington, the Department of Natural Resources, its elected and appointed officials, officers, agents, and employees as a loss payee. (5) All insurance provided in compliance with this Lease must be primary as to any other insurance or self-insurance programs afforded to or maintained by State. (b) Waiver. (1) Tenant waives all rights against State for recovery of damages to the extent insurance maintained pursuant to this Lease covers these damages. (2) Except as prohibited by law, Tenant waives all rights of subrogation against State for recovery of damages to the extent that they are covered by insurance maintained pursuant to this lease. (c) Proof of Insurance. (1) Tenant shall provide State with a certificate(s) and endorsement(s) of insurance executed by a duly authorized representative of each insurer, showing compliance with insurance requirements specified in this Lease; and, if requested, copies of policies to State. (2) The certificate(s) of insurance must reference the Lease number. (3) Receipt of such certificates, endorsements or policies by State does not constitute approval by State of the terms of such policies. (4) For all moorage agreements issued by the Tenant that are entered into or renewed after June 12, 2014, Tenant shall require all vessels except transient vessels to provide proof of marine insurance that provides coverage at liability limits of at least three hundred thousand dollars ($300,000) per occurrence and includes, at a minimum, general liability, legal liability, and pollution liability coverage. To the extent not already included in the general, legal, and pollution liability coverage of a vessel owner, Tenant shall also require the vessel owner to provide proof of coverage for fuel spills, hull damage, wreck removal, salvage, and injuries to passengers and crew of the vessel. Failure to comply with the insurance Aquatic Lands Lease (Rev. 6/30/2020) Page 19 of 35 Lease No.22-101484 requirements as outlined in RCW 88.26.030 shall cause Tenant to assume secondary liability under RCW 79.100.060 for any derelict or abandoned vessel as defined in RCW 79.100.010 located on the Property. (d) State must receive written notice before cancellation or non-renewal of any insurance required by this Lease, as follows: (1) Insurers subject to RCW 48.18 (admitted and regulated by the Insurance Commissioner): If cancellation is due to non-payment of premium, provide State ten (10) days' advance notice of cancellation; otherwise, provide State forty-five (45) days' advance notice of cancellation or nonrenewal. (2) Insurers subject to RCW 48.15 (surplus lines): If cancellation is due to non-payment of premium, provide State ten (10) days' advance notice of cancellation; otherwise, provide State twenty (20) days' advance notice of cancellation or non-renewal. (e) Adjustments in Insurance Coverage. (1) State may impose changes in the limits of liability for all types of insurance as State deems necessary. (2) Tenant shall secure new or modified insurance coverage within thirty (30) days after State requires changes in the limits of liability. (f) If Tenant fails to procure and maintain the insurance described above within fifteen (15) days after Tenant receives a notice to comply from State, State may either: (1) Deem the failure an Event of Default under Section 14 and terminate the Lease without giving Tenant any further opportunity to cure, or (2) Procure and maintain comparable substitute insurance and pay the premiums. Upon demand, Tenant shall pay to State the full amount paid by State, together with interest at the rate provided in Paragraph 6.3 from the date of State's notice of the expenditure until Tenant's repayment. (g) General Terms. (1) State does not represent that coverage and limits required under this Lease are adequate to protect Tenant. (2) Coverage and limits do not limit Tenant's liability for indemnification and reimbursements granted to State under this Lease. (3) The Parties shall use any insurance proceeds payable by reason of damage or destruction to property first to restore the real property covered by this Lease, then to pay the cost of the reconstruction, then to pay State any sums in arrears, and then to Tenant. 10.3 Insurance Types and Limits. (a) General Liability Insurance. (1) Tenant shall maintain commercial general liability insurance (CGL) or marine general liability (MGL) covering claims for bodily injury, personal injury, or property damage arising on the Property and/or arising out of Tenant's use, occupation, or control of the Property and, if necessary, commercial umbrella insurance with a limit of not less than One Million Dollars ($1,000,000) per each occurrence. If such CGL or MGL insurance Aquatic Lands Lease (Rev. 6/30/2020) Page 20 of 35 Lease No.22-101484 contains aggregate limits, the general aggregate limit must be at least twice the "each occurrence" limit. CGL or MGL insurance must have products-completed operations aggregate limit of at least two times the "each occurrence" limit. (2) CGL insurance must be written on Insurance Services Office (ISO) Occurrence Form CG 00 01 (or a substitute form providing equivalent coverage). All insurance must cover liability arising out of premises, operations, independent contractors, products completed operations, personal injury and advertising injury, and liability assumed under an insured contract (including the tort liability of another party assumed in a business contract) and contain separation of insured (cross-liability) condition. (3) MGL insurance must have no exclusions for non-owned watercraft. (b) Workers' Compensation. (1) State of Washington Workers' Compensation. (i) Tenant shall comply with all State of Washington workers' compensation statutes and regulations. Tenant shall provide workers' compensation coverage for all employees of Tenant. Coverage must include bodily injury (including death) by accident or disease, which arises out of or in connection with Tenant's use, occupation, and control of the Property. (ii) If Tenant fails to comply with all State of Washington workers' compensation statutes and regulations and State incurs fines or is required by law to provide benefits to or obtain coverage for such employees, Tenant shall indemnify State. Indemnity shall include all fines; payment of benefits to Tenant, employees, or their heirs or legal representatives; and the cost of effecting coverage on behalf of such employees. (2) Longshore and Harbor Workers' and Jones Acts. Longshore and Harbor Workers' Act (33 U.S.C. Section 901 et seq.) and/or the Jones Act (46 U.S.C. Section 688) may require Tenant to provide insurance coverage in some circumstances. Tenant shall ascertain if such insurance is required and, if required, shall maintain insurance in compliance with law. Tenant is responsible for all civil and criminal liability arising from failure to maintain such coverage. (c) Employers' Liability Insurance. Tenant shall procure employers' liability insurance, and, if necessary, commercial umbrella liability insurance with limits not less than One Million Dollars ($1,000,000) each accident for bodily injury by accident and One Million Dollars ($1,000,000) each employee for bodily injury by disease. 10.4 Financial Security. (a) On the Commencement Date of this Lease, Tenant is not required to procure and maintain a corporate security bond or other financial security ("Security"). During the Term of this Lease, State may require Tenant to procure and maintain Security Aquatic Lands Lease (Rev. 6/30/2020) Page 21 of 35 Lease No.22-101484 upon any of the events listed in Paragraph 10.4(c)(1). Tenant's failure to maintain the Security in the required amount during the Term constitutes a breach of this Lease. (b) All Security must be in a form acceptable to State. (1) Bonds must be issued by companies admitted to do business within the State of Washington and have a rating of A-, Class VII or better, in the most recently published edition of A.M. Best's Insurance Reports, unless State approves an exception in writing. Tenant may submit a request to the Risk Manager for the Department of Natural Resources for an exception to this requirement. (2) Letters of credit, if approved by State, must be irrevocable, allow State to draw funds at will, provide for automatic renewal, and comply with RCW 62A.5-101, et. seq. (3) Savings account assignments, if approved by State, must allow State to draw funds at will. (c) Adjustment in Amount of Security. (1) State may require an adjustment in the Security amount: (i) At the same time as revaluation of the Annual Rent, (ii) As a condition of approval of assignment or sublease of this Lease, (iii) Upon a material change in the condition or disposition of any Improvements, or (iv) Upon a change in the Permitted Use. (2) Tenant shall deliver a new or modified form of Security to State within thirty (30) days after State has required adjustment of the amount of the Security. (d) Upon any default by Tenant in its obligations under this Lease, State may collect on the Security to offset the liability of Tenant to State. Collection on the Security does not (1) relieve Tenant of liability, (2) limit any of State's other remedies, (3) reinstate the Lease or cure the default or (4) prevent termination of the Lease because of the default. SECTION 11 MAINTENANCE AND REPAIR 11.1 State's Repairs. State shall not be required to make any alterations, maintenance, replacements, or repairs in, on, or about the Property, or any part thereof, during the Term. 11.2 Tenant's Repairs, Alteration, Maintenance and Replacement. (a) Tenant shall, at its sole cost and expense, keep and maintain the Property and all Improvements in good order and repair, in a clean, attractive, and safe condition. (b) Tenant shall, at its sole cost and expense, make any and all additions, repairs, alterations, maintenance, replacements, or changes to the Property or to any Improvements on the Property that may be required by any public authority having jurisdiction over the Property and requiring it for public health, safety and welfare purposes. Aquatic Lands Lease (Rev. 6/30/2020) Page 22 of 35 Lease No.22-101484 (c) Except as provided in Paragraph 11.2(d), all additions, repairs, alterations, replacements or changes to the Property and to any Improvements on the Property shall be made in accordance with, and ownership shall be governed by, Section 7, above. (d) Routine maintenance and repair are acts intended to prevent a decline, lapse, or cessation of the Permitted Use and associated Improvements. Routine maintenance or repair that does not require regulatory permits does not require authorization from State pursuant to Section 7. 11.3 Limitations. The following limitations apply whenever Tenant conducts maintenance, repair, or replacement. The following limitations also apply whenever Tenant conducts Work on the Property. (a) Tenant shall not use or install treated wood on decking, docks, rafts, floats, wharves, piers, fixed docks, gangways, pilings, or any other structure at any location above or below water, except that Tenant may use Ammoniacal Copper Zinc Arsenate (ACZA) treated wood for above water structural framing. Tenant shall never use Chromated Copper Arsenate (CCA), Alkaline Copper Quaternary (ACQ), or creosote-treated wood at any location. (b) Tenant shall not use or install tires (for example, floatation or fenders) at any location above or below water. (c) Tenant shall install only floatation material encapsulated in a shell resistant to ultraviolet radiation and abrasion. The shell must be capable of preventing breakup and loss of floatation material into the water. SECTION 12 DAMAGE OR DESTRUCTION 12.1 Notice and Repair. (a) In the event of any damage to or destruction of the Property or any Improvements, Tenant shall immediately notify State, with subsequent written notice within five (5) days. (b) Unless otherwise agreed in writing, Tenant shall promptly reconstruct, repair, or replace the Property and Improvements in accordance with Paragraph 7.3, Construction, Major Repair, Modification, and Other Work and Tenant's additional obligations in Exhibit B, if any. 12.2 State's Waiver of Claim. State does not waive any claims for damage or destruction of the Property unless State provides written notice to Tenant of each specific claim waived. 12.3 Insurance Proceeds. Tenant's duty to reconstruct, repair, or replace any damage or destruction of the Property or any Improvements on the Property is not conditioned upon the availability of any insurance proceeds to Tenant from which the cost of repairs may be paid. The Parties shall use insurance proceeds in accordance with Paragraph 10.2(g)(3). Aquatic Lands Lease (Rev. 6/30/2020) Page 23 of 35 Lease No.22-101484 12.4 Rent in the Event of Damage or Destruction. Unless the Parties agree to terminate this Lease, there is no abatement or reduction in rent during such reconstruction, repair, and replacement. 12.5 Default at the Time of Damage or Destruction. If Tenant is in default under the terms of this Lease at the time damage or destruction occurs, State may elect to terminate the Lease and State then shall have the right to retain any insurance proceeds payable as a result of the damage or destruction. SECTION 13 CONDEMNATION 13.1 Definitions. (a) "Taking" means that an entity authorized by law exercises the power of eminent domain, either by judgment, settlement in lieu of judgment, or voluntary conveyance in lieu of formal court proceedings, over all or any portion of the Property and Improvements. This includes any exercise of eminent domain on any portion of the Property and Improvements that, in the judgment of State, prevents or renders impractical the Permitted Use. (b) "Date of Taking" means the date upon which title to the Property or a portion of the Property passes to and vests in the condemner or the effective date of any order for possession if issued prior to the date title vests in the condemner. 13.2 Effect of Taking. If there is a taking, the Lease terminates proportionate to the extent of the taking. If this Lease terminates in whole or in part, Tenant shall make all payments due and attributable to the taken Property up to the date of taking. If Tenant has pre-paid rent and Tenant is not in default of the Lease, State shall refund Tenant the pro rata share of the pre-paid rent attributable to the period after the date of taking. 13.3 Allocation of Award. (a) The Parties shall allocate the condemnation award based upon the ratio of the fair market value of (1) Tenant's leasehold estate and Tenant-Owned Improvements and (2) State's interest in the Property; the reversionary interest in Tenant-Owned Improvements, if any; and State-Owned Improvements, if any. (b) If Tenant and State are unable to agree on the allocation, the Parties shall submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association. SECTION 14 DEFAULT AND REMEDIES 14.1 Default Defined. Tenant is in default of this Lease on the occurrence of any of the following: (a) Failure to pay rent or other expenses when due; (b) Failure to comply with any law, regulation, policy, or order of any lawful governmental authority; Aquatic Lands Lease (Rev. 6/30/2020) Page 24 of 35 Lease No.22-101484 (c) Failure to comply with any other provision of this Lease; (d) Commencement of bankruptcy proceedings by or against Tenant or the appointment of a trustee or receiver of Tenant's property. 14.2 Tenant's Right to Cure. (a) A default becomes an "Event of Default" if Tenant fails to cure the default within the applicable cure period following State's written notice of default. Upon an Event of Default, State may seek remedies under Paragraph 14.3. (b) Unless expressly provided elsewhere in this Lease, the cure period is sixty (60) days. (c) For nonmonetary defaults not capable of cure within sixty (60) days, Tenant may submit a reasonable alternative cure schedule for State's approval, which State has discretion to grant or deny. The default is not an Event of Default if State approves the alternative cure schedule and Tenant cures the default in accordance with the approved alternative cure schedule. (d) State may elect to deem a default by Tenant as an Event of Default if the default occurs within six (6) months after a default by Tenant for which State has provided notice and opportunity to cure and regardless of whether the first and subsequent defaults are of the same nature. 14.3 Remedies. (a) Upon an Event of Default, State may terminate this Lease and remove Tenant by summary proceedings or otherwise. (b) State's Rights to Cure Tenant's Defaults. (1) If an Event of Default occurs, State may, without terminating this Lease, remedy the default (in whole or in part) on behalf of Tenant at Tenant's expense. Tenant shall pay State all costs, expenses, fees, and damages incurred by State in connection therewith. (2) If Tenant is in default under the terms of the Lease, and State determines that such default poses an imminent threat of injury or damage to persons or property, State may enter the Property and take actions to eliminate, mitigate, or remedy the imminent threat at Tenant's expense. On demand by State, Tenant shall pay State the amount of all costs, expenses, and fees incurred by State in connection therewith. (3) The rights given to State under Paragraph 14.3(b)(1)-(2) shall neither impose a duty on State nor excuse any failure on Tenant's part to comply with any term, covenant, or condition of this Lease. (c) Without terminating this Lease, State may relet the Property on any terms and conditions as State may decide are appropriate. (1) State shall apply rent received by reletting: (1) to the payment of any indebtedness other than rent due from Tenant to State; (2) to the payment of any cost of such reletting; (3) to the payment of the cost of any alterations and repairs to the Property; and (4) to the payment of rent and leasehold excise tax due and unpaid under this Lease. State shall hold and apply any balance to Tenant's future rent as it becomes due. Aquatic Lands Lease (Rev. 6/30/2020) Page 25 of 35 Lease No.22-101484 (2) Tenant is responsible for any deficiency created by the reletting during any month and shall pay the deficiency monthly. (3) At any time after reletting, State may elect to terminate this Lease for the previous Event of Default. (d) State's reentry or repossession of the Property under Paragraph 14.3 is not an election to terminate this Lease or cause a forfeiture of rents or other charges Tenant is obligated to pay during the balance of the Term, unless (1) State gives Tenant written notice of termination or (2) a legal proceeding decrees termination. (e) The remedies specified under this Paragraph 14.3 are not exclusive of any other remedies or means of redress to which State is lawfully entitled for Tenant's default or threatened default of any provision of this Lease. SECTION 15 ENTRY BY STATE 15.1 Right to Enter The Property (a) State and persons authorized by State may, without notice to Tenant, enter the Property and any Improvements on the Property at any reasonable hour to inspect the Property and Improvements, to inspect for compliance with the terms of this Lease, to monitor impacts to habitat, to survey habitat and species, enforce the terms of the Lease, or to exercise any right of State under the Lease or the law. (b) State and persons authorized by State, may enter the Property and any Improvements at any time without notice in the case of an imminent threat of injury or damage to persons or property or to prevent waste on the Property. 15.2 Disclaimer. State's failure to inspect the Property does not constitute a waiver of any rights or remedies under this Lease. The rights given to State under this Section 15 do not impose, nor does State assume by reason thereof, any responsibility for the care, maintenance, or supervision of the Property or any part thereof. SECTION 16 DISCLAIMER OF QUIET ENJOYMENT 16.1 No Guaranty or Warranty. (a) State believes that this Lease is consistent with the Public Trust Doctrine and that none of the third-party interests identified in Paragraph 1.1(b) will materially or adversely affect Tenant's right of possession and use of the Property, but State makes no guaranty or warranty to that effect. (b) State disclaims and Tenant releases State from any claim for breach of any implied covenant of quiet enjoyment. This disclaimer and release includes, but is not limited to, interference arising from exercise of rights under the Public Trust Doctrine; Treaty rights held by Indian Tribes; and the general power and authority of State and the United States with respect to aquatic lands and navigable waters. (c) Tenant is responsible for determining the extent of Tenant's right to possession and for defending Tenant's leasehold interest. Aquatic Lands Lease (Rev. 6/30/2020) Page 26 of 35 Lease No.22-101484 16.2 Eviction by Third-Party. If a third-party evicts Tenant, this Lease terminates as of the date of the eviction. In the event of a partial eviction, Tenant's rent obligations abate as of the date of the partial eviction, in direct proportion to the extent of the eviction; this Lease shall remain in full force and effect in all other respects. SECTION 17 NOTICE AND SUBMITTALS Following are the locations for delivery of notice and submittals required or permitted under this Lease. Any Party may change the place of delivery upon ten (10) days' written notice to the other. State: DEPARTMENT OF NATURAL RESOURCES Aquatic Resources Division 1111 Washington St. SE; MS: 47027 Olympia WA 98504-47027 Tenant: PORT OF SEATTLE Maritime Divison PO Box 1209 Seattle WA 98111 The Parties may deliver any notice in person, by facsimile machine, or by certified mail. Depending on the method of delivery, notice is effective upon personal delivery, upon receipt of a confirmation report if delivered by facsimile machine, or three (3) days after mailing. All notices must identify the Lease number. On notices transmitted by facsimile machine, the Parties shall state the number of pages contained in the notice, including the transmittal page, if any. SECTION 18 MISCELLANEOUS 18.1 Authority. Tenant and the person or persons executing this Lease on behalf of Tenant represent that Tenant is qualified to do business in the State of Washington, that Tenant has full right and authority to enter into this Lease, and that each and every person signing on behalf of Tenant is authorized to do so. Upon State's request, Tenant shall provide evidence satisfactory to State confirming these representations. 18.2 Successors and Assigns. Subject to the limitations set forth in Section 9, this Lease binds and inures to the benefit of the Parties, their successors, and assigns. 18.3 Headings. The headings used in this Lease are for convenience only and in no way define, limit, or extend the scope of this Lease or the intent of any provision. 18.4 Entire Agreement. This Lease, including the exhibits, attachments, and addenda, if any, contains the entire agreement of the Parties. This Lease merges all prior and contemporaneous agreements, promises, representations, and statements relating to this transaction or to the Property. Aquatic Lands Lease (Rev. 6/30/2020) Page 27 of 35 Lease No.22-101484 18.5 Waiver. (a) The waiver of any breach or default of any term, covenant, or condition of this Lease is not a waiver of such term, covenant, or condition; of any subsequent breach or default of the same; or of any other term, covenant, or condition of this Lease. State's acceptance of a payment is not a waiver of any preceding or existing breach other than the failure to pay the particular payment that was accepted. (b) The renewal of the Lease, extension of the Lease, or the issuance of a new lease to Tenant, does not waive State's ability to pursue any rights or remedies under the Lease. 18.6 Cumulative Remedies. The rights and remedies of State under this Lease are cumulative and in addition to all other rights and remedies afforded by law or equity or otherwise. 18.7 Time is of the Essence. TIME IS OF THE ESSENCE as to each and every provision of this Lease. 18.8 Language. The word "Tenant" as used in this Lease applies to one or more persons and regardless of gender, as the case may be. If there is more than one Tenant, their obligations are joint and several. The word "persons," whenever used, shall include individuals, firms, associations, and corporations. The word "Parties" means State and Tenant in the collective. The word "Party" means either or both State and Tenant, depending on the context. 18.9 Invalidity. The invalidity, voidness, or illegality of any provision of this Lease does not affect, impair, or invalidate any other provision of this Lease. 18.10 Applicable Law and Venue. This Lease is to be interpreted and construed in accordance with the laws of the State of Washington. Venue for any action arising out of or in connection with this Lease is in the Superior Court for Thurston County, Washington. 18.11 Statutory Reference. Any reference to a statute or rule means that statute or rule as presently enacted or hereafter amended or superseded. 18.12 Recordation. At Tenant's expense and no later than thirty (30) days after receiving the fully-executed Lease, Tenant shall record this Lease in the county in which the Property is located. Tenant shall include the parcel number of the upland property used in conjunction with the Property, if any. Tenant shall provide State with recording information, including the date of recordation and file number. If Tenant fails to record this Lease, State may record it and Tenant shall pay the costs of recording upon State's demand. 18.13 Modification. No modification of this Lease is effective unless in writing and signed by both Parties. Oral representations or statements do not bind either Party. 18.14 Survival. Any obligations of Tenant not fully performed upon termination of this Lease do not cease, but continue as obligations of the Tenant until fully performed. Aquatic Lands Lease (Rev. 6/30/2020) Page 28 of 35 Lease No.22-101484 18.15 Exhibits and Attachments. All referenced exhibits and attachments are incorporated in the Lease unless expressly identified as unincorporated. THIS AGREEMENT requires the signature of all Parties and is effective on the date of the last signature below. PORT OF SEATTLE Dated: _____________________, 20__ __________________________________ By: STEPHANIE JONES-STEBBINS Title: Managing Director, Maritime Address: PO Box 1209 Seattle WA 98111 Phone: (206) 787-3000 STATE OF WASHINGTON DEPARTMENT OF NATURAL RESOURCES Dated: _____________________, 20__ __________________________________ By: KATRINA LASSITER Title: Interim Deputy Supervisor for Aquatic Resources Address: 1111 Washington St. SE, MS: 47027 Olympia WA 98504-7027 Master approved as to form this 30th day of June 2020 Jennifer Clements, Assistant Attorney General Aquatic Lands Lease (Rev. 6/30/2020) Page 29 of 35 Lease No.22-101484 REPRESENTATIVE ACKNOWLEDGMENT STATE OF ) ) ss. County of ) I certify that I know or have satisfactory evidence that STEPHANIE JONES-STEBBINS is the person who appeared before me, and said person acknowledged that she signed this instrument, on oath stated that she was authorized to execute the instrument and acknowledged it as the Managing Director, Maritime of Port of Seattle to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: _____________________, 20__ ___________________________________ (Signature) (Seal or stamp) ___________________________________ (Print Name) Notary Public in and for the State of Washington, residing at ___________________________________ My appointment expires _______________ Aquatic Lands Lease (Rev. 6/30/2020) Page 30 of 35 Lease No.22-101484 STATE ACKNOWLEDGMENT STATE OF WASHINGTON) ) ss. County of ) I certify that I know or have satisfactory evidence that KATRINA LASSITER is the person who appeared before me, and said person acknowledged that she signed this instrument, on oath stated that she was authorized to execute the instrument and acknowledged it as the Interim Deputy Supervisor for Aquatic Resources of the Department of Natural Resources, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: _____________________, 20__ _________________________________ (Signature) (Seal or stamp) ___________________________________ (Print Name) Notary Public in and for the State of Washington, residing at ___________________________________ My appointment expires _______________ Aquatic Lands Lease (Rev. 6/30/2020) Page 31 of 35 Lease No.22-101484 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY & USE CLASSIFICATIONS Agreement Number 22-101484 1. LEGAL DESCRIPTION OF THE PROPERTY: PARCEL A A 20 FOOT DIAMETER PARCEL OF LAND IN THAT PORTION OF THE HARBOR AREA IN VOLUME 2 OF THE PLAT OF SEATTLE TIDELANDS ACCORDING TO THE OFFICIAL MAPS ON FILE IN THE OFFICE OF THE COMMISSIONER OF PUBLIC LANDS, OLYMPIA, WASHINGTON; SITUATED IN A PORTION OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER, SECTION 12, TOWNSHIP 24 NORTH, RANGE 03 EAST, W.M., KING COUNTY, WASHINGTON, THE CENTER OF SAID PARCEL DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 12; THENCE NORTH 0031'57" EAST ALONG THE WEST LINE OF SAID SECTION, 2700.51 FEET TO THE WEST QUARTER CORNER OF SAID SECTION; THENCE NORTH 7509'19" EAST, 2709.61 FEET TO THE NORTHEAST CORNER OF BLOCK 431 OF SAID PLAT, SAID CORNER BEING THE INTERSECTION OF THE WESTERLY RIGHT-OF-WAY MARGIN OF VACATED 26TH AVENUE SOUTHWEST AND THE INNER HARBOR LINE; SAID CORNER ALSO BEING REFERRED TO HEREON AS POINT "A"; THENCE NORTH 3134'17" EAST, 646.15 FEET TO THE POINT OF SAID CENTER AND ALSO BEING THE CENTER OF A PROPOSED PILE HAVING THE COORDINATES NORTH: 17427.0, EAST: 25173.0 IN PLAT OF SEATTLE TIDELANDS DATUM. CONTAINING 315 SQUARE FEET (0.01 ACRES MORE OR LESS) PARCEL B A 20 FOOT DIAMETER PARCEL OF LAND IN THAT PORTION OF THE HARBOR AREA IN VOLUME 2 OF THE PLAT OF SEATTLE TIDELANDS ACCORDING TO THE OFFICIAL MAPS ON FILE IN THE OFFICE OF THE COMMISSIONER OF PUBLIC LANDS, OLYMPIA, WASHINGTON; SITUATED IN A PORTION OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER, SECTION 12, TOWNSHIP 24 NORTH, RANGE 03 EAST, W.M., KING COUNTY, WASHINGTON, THE CENTER OF SAID PARCEL DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 12; THENCE NORTH 0031'57" EAST ALONG THE WEST LINE OF SAID SECTION, 2700.51 FEET TO THE WEST QUARTER CORNER OF SAID SECTION; THENCE NORTH 7509'19" EAST, 2709.61 FEET TO THE NORTHEAST CORNER OF BLOCK 431 OF SAID PLAT, SAID CORNER BEING THE INTERSECTION OF THE WESTERLY RIGHT-OF-WAY MARGIN OF VACATED 26TH AVENUE SOUTHWEST AND THE INNER HARBOR LINE; SAID CORNER ALSO BEING REFERRED TO HEREON AS POINT "A"; THENCE NORTH 4406'56" EAST, 485.56 FEET TO THE Aquatic Lands Lease (Rev. 6/30/2020) Page 32 of 35 Lease No.22-101484 POINT OF SAID CENTER AND ALSO BEING THE CENTER OF A PROPOSED PILE HAVING THE COORDINATES NORTH: 17226.0, EAST: 25173.0, IN PLAT OF SEATTLE TIDELANDS DATUM. CONTAINING 315 SQUARE FEET (0.01 ACRES MORE OR LESS) PARCEL C A 20 FOOT DIAMETER PARCEL OF LAND IN THAT PORTION OF THE HARBOR AREA IN VOLUME 2 OF THE PLAT OF SEATTLE TIDELANDS ACCORDING TO THE OFFICIAL MAPS ON FILE IN THE OFFICE OF THE COMMISSIONER OF PUBLIC LANDS, OLYMPIA, WASHINGTON; SITUATED IN A PORTION OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER, SECTION 12, TOWNSHIP 24 NORTH, RANGE 03 EAST, W.M., KING COUNTY, WASHINGTON, THE CENTER OF SAID PARCEL DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 12; THENCE NORTH 0031'57" EAST ALONG THE WEST LINE OF SAID SECTION, 2700.51 FEET TO THE WEST QUARTER CORNER OF SAID SECTION; THENCE NORTH 7509'19" EAST, 2709.61 FEET TO THE NORTHEAST CORNER OF BLOCK 431 OF SAID PLAT, SAID CORNER BEING THE INTERSECTION OF THE WESTERLY RIGHT-OF-WAY MARGIN OF VACATED 26TH AVENUE SOUTHWEST AND THE INNER HARBOR LINE; SAID CORNER ALSO BEING REFERRED TO HEREON AS POINT "A"; THENCE NORTH 1354'40" EAST, 343.58 FEET TO THE POINT OF SAID CENTERAND ALSO BEING THE CENTER OF A PROPOSED PILE HAVING THE COORDINATES NORTH: 17211.0, EAST: 24918.0, IN PLAT OF SEATTLE TIDELANDS DATUM. CONTAINING 315 SQUARE FEET (0.01 ACRES MORE OR LESS) PARCEL D A 20 FOOT DIAMETER PARCEL OF LAND IN THAT PORTION OF THE HARBOR AREA IN VOLUME 2 OF THE PLAT OF SEATTLE TIDELANDS ACCORDING TO THE OFFICIAL MAPS ON FILE IN THE OFFICE OF THE COMMISSIONER OF PUBLIC LANDS, OLYMPIA, WASHINGTON; SITUATED IN A PORTION OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER, SECTION 12, TOWNSHIP 24 NORTH, RANGE 03 EAST, W.M., KING COUNTY, WASHINGTON, THE CENTER OF SAID PARCEL DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 12; THENCE NORTH 0031'57" EAST ALONG THE WEST LINE OF SAID SECTION, 2700.51 FEET TO THE WEST QUARTER CORNER OF SAID SECTION; THENCE NORTH 7509'19" EAST, 2709.61 FEET TO THE NORTHEAST CORNER OF BLOCK 431 OF SAID PLAT, SAID CORNER BEING THE INTERSECTION OF THE WESTERLY RIGHT-OF-WAY MARGIN OF VACATED 26TH AVENUE SOUTHWEST AND THE INNER HARBOR LINE; SAID CORNER ALSO BEING REFERRED TO HEREON AS POINT "A"; THENCE NORTH 6051'21" WEST, 94.14 FEET TO THE POINT OF SAID CENTER AND ALSO BEING THE CENTER OF A PROPOSED PILE HAVING THE COORDINATES NORTH: 16924.0, EAST: 24753.0, IN PLAT OF SEATTLE TIDELANDS DATUM. CONTAINING 315 SQUARE FEET (0.01 ACRES MORE OR LESS) 2. SQUARE FOOTAGE OF EACH USE CLASSIFICATION: Aquatic Lands Lease (Rev. 6/30/2020) Page 33 of 35 Lease No.22-101484 Water-dependent 1260 Water-dependent 0 that is public use and access Nonwater-dependent 0 Water-oriented subject to water-dependent 0 rental rates Water-oriented subject to nonwater- 0 dependent rental rates Total Square Feet 1260 Aquatic Lands Lease (Rev. 6/30/2020) Page 34 of 35 Lease No.22-101484 EXHIBIT B 1. DESCRIPTION OF PERMITTED USE A. Existing Facilities. The Property lies adjacent to the Port of Seattle Terminal 5. Since 2011, the Port has been replacing creosote pilings in Elliott Bay. Four of the pilings are on state-owned aquatic land. The four pilings that were scheduled to be replaced were removed in 2018-2019 during a CERCLA cleanup by Lockheed Martin that was completed in 2020. B. Proposed Work. State authorizes Tenant to conduct the following Proposed Work on the Property: Installation of four (4) steel pilings. Tenant's Proposed Work is considered Work and subject to the terms and conditions of this Lease. If the Proposed Work is not commenced within five years of the Commencement Date of the Lease, or if Tenant is required to renew, extend, modify, or obtain a new regulatory permit for the Proposed Work, Tenant shall obtain State's prior written consent before conducting the Proposed Work pursuant to Section 7.3 of the Lease. C. Permits for Proposed Work. Tenant has secured the following permits for the Proposed Work: USACE Permit NWS-2011-00467-WRD WDFW HPA Permit Number: 2017-4-765+01 2. ADDITIONAL OBLIGATIONS Except for the Proposed Work authorized in Section 1.B. of this Exhibit B, State has not authorized Tenant to conduct any Work on the Property. Tenant shall obtain State's prior written consent in accordance with Section 7.3 of this Lease and obtain all necessary regulatory permits prior to commencing such Work. Aquatic Lands Lease (Rev. 6/30/2020) Page 35 of 35 Lease No.22-101484
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