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HomeMy WebLinkAbout080519_ca06 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS CONSENT AGENDA REQUEST TO: Board of County Commissioners C�� µ Philip Morley, County Administra i U / FROM: Mark McCauley, Centrai.Ser'vices Director DATE: August 5,2019 SUBJECT: Request for Board of County Commissioners approval to enter into a lease agreement with Quigg Bros.,Inc. for use of the West End's Clearwater Annex STATEMENT OF ISSUE: The Washington State Department of Transportation(WSDOT) has contracted with Quigg Bros., Inc. for a road construction project on the county's West End. Quigg Bros., Inc. approached the county proposing to lease the Clearwater Annex for the duration of the project—until October 31, 2020. A public hearing was held to invite bids to lease the property and an open competitive bid was open to the public. Quigg Bros. was the only entity to bid. ANALYSIS: County use of the Clearwater Annex has been substantially reduced in recent years. The county has a shop on the property that is not part of this lease. We will continue to have access to the site to conduct any required county business. The site is conveniently located and will facilitate Quigg's completion of the project. WSDOT project managers will also use the site at Quigg's convenience. Rent for the entire term of the lease is $2,500 per month,plus 12.84%leasehold excise tax. FISCAL IMPACT: The lease will generate at least $35,000 in revenue for Fleet Services and Facilities. RECOMMENDATION: That the Board of County Commissioners approve the attached lease with Quigg Bros., Inc. REVIEWED BY: (/�l< 'hilip Morlitri ountrAehRiaistrater Date LEASE OF JEFFERSON COUNTY PREMISES IN CONSIDERATION OF Jefferson County, Washington leasing the Leased Premises to Quigg Bros, Inc., and the mutual benefits and obligations set forth in this Lease,the receipt and sufficiency of which consideration is hereby acknowledged, the parties agree as follows: 1. PROPERTY. The Property is located at 3000 Clearwater Road, Forks WA 98331. 2. LESSEE. Quigg Bros. Inc. of 819 W. State Street, Aberdeen WA 98520. 3. LESSOR. The Lessor shall be Jefferson County, Washington, a municipal corporation. 4. DEFINITIONS. When used in this Lease, the following terms have the meanings indicated below: a. "Additional Rent" means all amounts payable by Quigg Brothers under this Lease except Base Rent, whether or not specifically designated as Additional Rent elsewhere in this Lease; b. "Base Rent" means the base rent in Section 8.a. c. "Building" means all buildings, improvements, equipment, fixtures, property and facilities from time to time located at 3000 Clearwater Road,Forks WA 98331,as from time to time altered, expanded or reduced by the County in its sole discretion; d. "Common Areas and Facilities" means: i. Those portions of the Building areas, buildings, improvements, facilities, utilities, equipment and installations in or forming part of the Building which from time to time are not designated or intended by the County to be leased to Quigg Brothers of the Building including, without limitation, exterior weather walls, roofs, entrances and exits,parking areas,driveways,loading docks and area,storage,mechanical and electrical rooms, areas above and below leasable Leased Premises and not included within leasable Leased Premises, security and alarm equipment, grassed and landscaped areas, retaining walls and maintenance, cleaning and operating equipment serving the Building; and, ii. Those lands, areas, buildings, improvements, facilities, utilities, equipment and installations which serve or are for the useful benefit of the Building, tenants of the Building or the County and those having business with them,whether or not located within, adjacent to or near the Building and which are designated from time to time by the County as part of the Common Areas and Facilities. e. "County" means Jefferson County, a municipal corporation. f. "Environmental Law(s)" means any law or regulation relating to health, pollution, or protection of the environment, whether federal, state or local. LEASE OF JEFFERSON COUNTY PREMISES 7/29/2019 Page 1 of 24 g. "Hazardous Substances" means contaminants, hazardous substances, hazardous wastes, pollutants, toxic substances or any other substances, the removal of which is required or the use of which is restricted,prohibited,or penalized by any Environmental Law. h. "Leasable Area" means with respect to any rentable Leased Premises, the area expressed in square feet of all floor space including floor space of mezzanines, if any, determined,calculated and certified by the County and measured from the exterior face of all exterior walls, doors and windows, including walls, doors and windows separating the rentable Leased Premises from enclosed Common Areas and Facilities, if any, and from the center line of all interior walls separating the rentable Leased Premises from adjoining rentable Leased Premises,without any deduction or exclusion for any space occupied by or used for columns, ducts or other structural elements; i. "Lease"means this Lease of Jefferson County Premises. j. "Leased Premises"means the leased premises described in Section 5 of this Lease. k. "Parties"means the parties to this Lease. 1. "Permitted Uses"means the permitted and prohibited uses in Section 6 of this Lease. m. "Property"means the property described in Section 1 of this Lease. n. "Proportionate Share" means a fraction, the numerator of which is the Leasable Area of the Leased Premises and the denominator of which is the aggregate of the Leasable Area of all rentable Leased Premises in the Building. O. "Quigg Brothers"means Quigg Bros., Inc., 819 W State Street,Aberdeen, WA, 98520- 5934, UBI No. 144 002 313. p. "Rent"means the total of Base Rent and Additional Rent. q. "Security Deposit"means the security deposit described in Section 11 of this Lease. r. "Term" means the term described in Section 7 of this Lease. 5. LEASED PREMISES. a. The Leased Premises at the Property are: (a)the 3 Bedroom Living Quarters;(b)Office Space; and, (c) the non-exclusive use of approximately 5,000 square feet of the Construction Equipment Storage Yard at the Property, except Quigg Brothers shall not block the Fire Truck Storage Stalls on the west sited of the Maintenance Shop. b. While Quigg Brothers, or an assignee or subtenant approved by the County, is using and occupying the Leased Premises for the Permitted Uses and is not in default under this Lease,the County agrees not to lease to any other person: (a)the 3 Bedroom Living LEASE OF JEFFERSON COUNTY PREMISES 7/29/2019 Page 2 of 24 Quarters; (b) Office Space; or, (c) the non-exclusive us of approximately 5,000 square feet of the Construction Equipment Storage Yard at the Property. c. The Leased Premises are provided to Quigg Brothers without any fixtures, chattels or leasehold improvements. d. The County reserves the right in its reasonable discretion to alter, reconstruct, expand, withdraw from or add to: (a)the 3 Bedroom Living Quarters; (b) Office Space; or, (c) the approximately 5,000 square feet of the Construction Equipment Storage Yard at the Property.In the exercise of those rights,the County undertakes to use reasonable efforts to minimize any interference with Quigg Brothers' use of the Leased Premises and to use reasonable efforts to ensure that direct entrance to and exit from the Leased Premises is maintained. e. The County reserves the right for itself and for all persons authorized by it,to erect,use and maintain wiring,mains,pipes and conduits and other means of distributing services in and through the Leased Premises,and at all reasonable times to enter upon the Leased Premises for the purpose of installation,maintenance or repair,and such entry shall not be an interference with Quigg Brothers' possession under this Lease. f. The County reserves the right, when necessary by reason of accident or in order to make repairs, alterations or improvements relating to the Leased Premises or to other portions of the Building to cause temporary obstruction to the Common Areas and Facilities as reasonably necessary and to interrupt or suspend the supply of electricity, water and other services to the Leased Premises until the repairs, alterations or improvements have been completed. There shall be no abatement in rent because of such obstruction, interruption or suspension provided that the repairs, alterations or improvements are made as expeditiously as is reasonably possible. g. Subject to this Lease, Quigg Brothers and its employees, customers and invitees shall have the non-exclusive right to use for their proper and intended purposes, during business hours in common with all others entitled thereto those parts of the Common Areas and Facilities from time to time permitted by the County. The Common Areas and Facilities and the Building shall at all times be subject to the exclusive control and management of the County. The County shall operate and maintain the Common Areas and Facilities and the Building in such manner as the County determines from time to time. 6. PERMITTED AND PROHIBITED USES. a. Subject to all the terms of this Lease, Quigg Brothers shall be entitled to the exclusive use to use of(1)the 3 Bedroom Living Quarters; and(b)the Office Space. b. Subject to all the terms of this Lease, Quigg Brothers shall be permitted to use on a non-exclusive bases the approximately 5,000 square feet of the Construction Equipment Storage Yard at the Property for parking fully insured vehicles. LEASE OF JEFFERSON COUNTY PREMISES 7/29/2019 Page 3 of 24 c. Quigg Brothers shall not do, omit or permit to be done or omitted upon the Leased Premises anything which will cause any rate of coverage by the Washington Counties Risk Pool upon the Building or any part of the Building to be increased or cause such insurance to be cancelled. If any such rate of coverage by the Washington Counties Risk Pool will be increased as previously mentioned, Quigg Brothers shall pay to the County the amount of the increase as Additional Rent. If any coverage by the Washington Counties Risk Pool upon the Building or any part of the Building is cancelled or threatened to be cancelled by reason of the use or occupancy by Quigg Brothers or any such act or omission, Quigg Brothers shall immediately remedy or rectify such use, occupation, act or omission upon being requested to do so by the County,and if Quigg Brothers fails to so remedy or rectify,the County may at its option terminate this Lease and Quigg Brothers shall immediately deliver up possession of the Leased Premises to the County. d. Quigg Brothers shall not at any time during the Term of this Lease use, exercise, carry on or permit or suffer to be used, exercised, carried on, in or upon the Leased Premises or any part of the Leased Premises, any noxious, noisome or offensive act, trade business occupation or calling, and no act, matter or thing whatsoever shall at any time during the said term be done in or upon the Leased Premises, or any part Leased Premises,which will or may be or grow to the annoyance,nuisance,grievance,damage or disturbance of the occupiers or owners of the Building, or adjoining lands or the Leased Premises. e. Vehicles which the County reasonably considers unsightly, noisy, dangerous, improperly insured, inoperable or unlicensed are not permitted, and such vehicles may be towed away at Quigg Brothers' expense. f. Parking facilities are provided at Quigg Brothers' own risk. g. Quigg Brothers is required to park in only the area or space allotted to it. h. Quigg Brothers shall not make (or allow to be made) any noise or nuisance which, in the reasonable opinion of the County, disturbs the comfort or convenience of other tenants. i. Quigg Brothers shall dispose of its trash in a timely, tidy, proper and sanitary manner. j. Quigg Brothers shall not engage in any illegal trade or activity on or about the Leased Premises. k. The County and Quigg Brothers shall comply with standards of health, sanitation, fire, housing and safety as required by law. 1. The hallways,passages and stairs of the Building in which the Leased Premises are situated will be used for no purpose other than going to and from the Leased Premises and Quigg Brothers shall not in any way encumber those areas with boxes, furniture or other material or place or leave rubbish in those areas and other areas used in common with any other Quigg Brothers. LEASE OF JEFFERSON COUNTY PREMISES 7/29/2019 Page 4 of 24 m. No pets or animals are allowed to be kept in or about the Leased Premises or in any common areas in the Building containing the Leased Premises. 7. TERM. a. The term of this lease shall be from 12:00 noon on August 5,2019 to October 31,2020. However,Quigg Brothers shall be entitled to possession of the Leased Premises starting at 12:00 noon on August 5, 2019. b. Should Quigg Brothers remain in possession of the Leased Premises with the consent of the County after the natural expiration of this Lease, a new tenancy from month to month shall be created between the County and Quigg Brothers which shall be subject to all the terms and conditions of this Lease but shall be terminable upon either party giving one month's notice to the other party. 8. RENT. a. Base Rent. Subject to the provisions of this Lease, Quigg Brothers shall pay a base rent of$2,500.00,payable per month, for the Leased Premises,without setoff,abatement or deduction. b. In addition to the Base Rent Quigg Brothers will the 12.84 percent leasehold excise tax in the amount of$321 per month. c. In addition to the Base Rent, Quigg Brothers shall pay as Additional Rent any other amount the County is required to pay from fees or taxes arising from Quigg Brothers' business. d. Quigg Brothers shall pay the Base Rent on or before the tenth of each month of the Term to the Jefferson County Central ServicesTreaaurer at PO Box 1220 Port Townsend, WA 98368, or at such other place as the County may later designate. e. Quigg Brothers shall be charged as Additional Rent $100.00 for any late payment of Rent. f. No acceptance by the County of any amount less than the full amount owed will be taken to operate as a waiver by the County for the full amount or in any way to defeat or affect the rights and remedies of the County to pursue the full amount. 9. OPERATING COSTS. a. In addition to Rent, Quigg Brothers is responsible for paying to the County as Additional Rent its Proportionate Share of all of the following operating costs incurred by the County in respect to the Building, Common Areas and Facilities and Leased Premises: i. Cleaning and janitorial services; ii. All utilities supplied to the Common Areas and Facilities; LEASE OF JEFFERSON COUNTY PREMISES 7/29/2019 Page 5 of 24 iii. Window cleaning; iv. All insurance relating to the Building as placed by the County from time to time, acting prudently; v. All outdoor maintenance including landscaping and snow removal; and, vi. Operation and maintenance of parking areas. b. The County is responsible for paying any property or building taxes and sales or use taxes related to the Buildings, the Property, or this Lease. 10. ADVANCE RENT. Quigg Brothers agrees to deliver advance rent to the County of two- month's Base Rent on or before August 10, 2019. 11. SECURITY DEPOSIT. a. Upon execution of this Lease, Quigg Brothers shall pay the County a security deposit equal to the amount of$1,500.00 to be held by the County without interest. b. The County shall return the Security Deposit to Quigg Brothers at the end of this tenancy, less such deductions for damages caused by Quigg Brothers or as otherwise provided in this Lease but no deduction shall be made for damage due to reasonable wear and tear. c. Quigg Brothers may not use the Security Deposit as payment for Rent. 12. QUIET ENJOYMENT. The County covenants that on paying the Rent and performing the covenants contained in this Lease, Quigg Brothers shall peacefully and quietly have, hold, and enjoy the Leased Premises for the Term. 13. OVERHOLDING. If Quigg Brothers continues to occupy the Leased Premises without the written consent of the County after the expiration or other termination of the Term, then, without any further written agreement, Quigg Brothers shall be a month-to-month Quigg Brothers at a minimum monthly rental equal to twice the Base Rent and subject always to all of the other provisions of this Lease insofar as the same are applicable to a month-to-month tenancy and a tenancy from year to year shall not be created by implication of law. 14. INSPECTIONS AND LANDLORD'S RIGHT TO ENTER. a. During the Term and any extension or renewal of this Lease, the County and its agents may enter the Leased Premises to make inspections or repairs at all reasonable times. However,except where the County or its agents consider it is an emergency,the County must have given not less than 24 hours prior written notice to Quigg Brothers. b. Quigg Brothers acknowledges that the County or its agent shall have the right to enter the Leased Premises at all reasonable times to show them to prospective purchasers, LEASE OF JEFFERSON COUNTY PREMISES 7/29/2019 Page 6 of 24 encumbrancers, lessees or assignees, and may also during the ninety days preceding the termination of the terms of this Lease, place upon the Leased Premises the usual type of notice to the effect that the Leased Premises are for rent, which notice Quigg Brothers shall permit to remain on them. c. The County may inspect Quigg Brothers' goods on the Leased Premises and Quigg Brothers' records relating to those goods during normal business hours, with at least five (5) days' written notice, to identify the nature of the goods, compliance with this Lease, or compliance with any laws, regulations, or other rules. 15. ADDITIONAL RIGHTS ON REENTRY. If the County reenters the Leased Premises or terminates this Lease, then: a. Notwithstanding any such termination or the Term thereby becoming forfeited and void, the provisions of this Lease relating to the consequences of termination shall survive; b. The County may use such reasonable force as it may deem necessary for the purpose of gaining admittance to and retaking possession of the Leased Premises and Quigg Brothers hereby releases the County from all actions,proceedings,claims and demands whatsoever for and in respect of any such forcible entry or any loss or damage in connection therewith or consequential thereupon; c. The County may expel and remove, forcibly, if necessary, Quigg Brothers, those claiming under Quigg Brothers and their effects,as allowed by law,without being taken or deemed to be guilty of any manner of trespass; d. If the County has removed the property of Quigg Brothers, the County may store such property in a public warehouse or at a place selected by the County, at the expense of Quigg Brothers. If the County determines in its sole discretion that it is not worth storing such property given its value and the cost to store it, then the County may dispose of such property in its sole discretion and use such funds, if any, towards any indebtedness of Quigg Brothers to the County. The County shall not be responsible to Quigg Brothers for the disposal of such property other than to provide any balance of the proceeds to Quigg Brothers after paying any storage costs and any amounts owed by Quigg Brothers to the County; e. The County may relet the Leased Premises or any part of the Leased Premises for a term or terms which may be less or greater than the balance of the Term remaining and may grant reasonable concessions in connection with such reletting including any alterations and improvements to the Leased Premises; f. After reentry,the County may procure the appointment of a receiver to take possession and collect rents and profits of the business of Quigg Brothers, and, if necessary to collect the rents and profits the receiver may carry on the business of Quigg Brothers and take possession of the personal property used in the business of Quigg Brothers, including inventory, trade fixtures, and furnishings, and use them in the business without compensating Quigg Brothers; LEASE OF JEFFERSON COUNTY PREMISES 7/29/2019 Page 7 of 24 g. After reentry, the County may terminate this Lease on giving 5 days' written notice of termination to Quigg Brothers. Without this notice, reentry of the Leased Premises by the County or its agents shall not terminate this Lease; h. Quigg Brothers shall pay to the County on demand: i. All Rent, Additional Rent and other amounts payable under this Lease up to the time of reentry or termination, whichever is later; ii. Reasonable expenses as the County incurs or has incurred in connection with the reentering, terminating, reletting, collecting sums due or payable by Quigg Brothers,realizing upon assets seized; including without limitation,brokerage,fees and expenses and legal fees and disbursements and the expenses of keeping the Leased Premises in good order,repairing the same and preparing them for reletting; and, iii. As liquidated damages for the loss of rent and other income of the County expected to be derived from this Lease during the period which would have constituted the unexpired portion of the Term had it not been terminated, at the option of the County,either: A. An amount determined by reducing to present worth at an assumed interest rate of twelve percent(12%)per annum all Base Rent and estimated Additional Rent to become payable during the period which would have constituted the unexpired portion of the Term, such determination to be made by the County, who may make reasonable estimates of when any such other amounts would have become payable and may make such other assumptions of the facts as may be reasonable in the circumstances; or, B. An amount equal to the Base Rent and estimated Additional Rent for a period of six (6) months. 16. RENEWAL OF THIS LEASE. This Lease may not be renewed, but it may be extended by the written agreement of the parties for up to 1 year. 17. DEFAULT. a. If Quigg Brothers is in default in the payment of any money, whether hereby expressly reserved or deemed as any part of the Rent or Additional Rent, and such default continues following any specific due date on which Quigg Brothers is to make such payment, or in the absence of such specific due date, for the 30 days following written notice by the County requiring Quigg Brothers to pay the same then, at the option of the County,this Lease may be terminated upon 15-days' notice and the term shall then immediately become forfeited and void, and the County may without further notice or any form of legal process immediately reenter the Leased Premises or any part of the Leased Premises and in the name of the whole repossess and enjoy the same as of its former state anything contained in this Lease or in any statute or law to the contrary notwithstanding. LEASE OF JEFFERSON COUNTY PREMISES 7/29/2019 Page 8 of 24 b. Unless otherwise provided for in this Lease, if Quigg Brothers does not observe, perform and keep each and every of the non-monetary covenants, agreements, stipulations, obligations, conditions and other provisions of this Lease to be observed, performed and kept by Quigg Brothers and persists in such default, after 30 days following written notice from the County requiring that Quigg Brothers remedy,correct or comply or, in the case of such default which would reasonably require more than 30 days to rectify, unless Quigg Brothers shall commence rectification within the said 30 days' notice period and thereafter promptly and diligently and continuously proceed with the rectification of any such defaults then, at the option of the County, this Lease may be terminated upon 30 days' notice and the term shall then immediately become forfeited and void, and the County may without further notice or any form of legal process immediately reenter the Leased Premises or any part of the Leased Premises and in the name of the whole repossess and enjoy the same as of its former state anything contained in this Lease or in any statute or law to the contrary notwithstanding. c. If and whenever: i. Quigg Brothers' leasehold interest hereunder, or any goods, chattels or equipment of Quigg Brothers located in the Leased Premises shall be taken or seized in execution or attachment, or if any writ of execution shall issue against Quigg Brothers or Quigg Brothers will become insolvent or commit an act of bankruptcy or become bankrupt or take the benefit of any legislation that may be in force for bankrupt or insolvent debtor or become involved in voluntary or involuntary winding up, dissolution or liquidation proceedings, or if a receiver shall be appointed for the affairs, business, property or revenues of Quigg Brothers; or ii. Quigg Brothers fails to commence,diligently pursue and complete Quigg Brothers' work to be performed under any agreement to lease pertaining to the Leased Premises or vacate or abandon the Leased Premises, or fail or cease to operate or otherwise cease to conduct business from the Leased Premises, or use or permit or suffer the use of the Leased Premises for any purpose other than as permitted in this clause, or make a bulk sale of its goods and assets which has not been consented to by the County, or move or commence, attempt or threaten to move its goods, chattels and equipment out of the Leased Premises other than in the routine course of its business; then, and in each such case, at the option of the County, this Lease may be terminated without notice and the term shall then immediately become forfeited and void, and the County may without notice or any form of legal process immediately reenter the Leased Premises or any part of the Leased Premises and in the name of the whole repossess and enjoy the same as of its former state anything contained in this Lease or in any statute or law to the contrary notwithstanding. d. If that the County has terminated this Lease pursuant to this section, on the expiration of the time fixed in the notice, if any, this Lease and the right, title, and interest of Quigg Brothers under this Lease shall terminate in the same manner and with the same LEASE OF JEFFERSON COUNTY PREMISES 7/29/2019 Page 9 of 24 force and effect, except as to Quigg Brothers' liability, as if the date fixed in the notice of cancellation and termination were the end of this Lease. 18. DISTRESS. a. If and whenever Quigg Brothers is in default in payment of any money,whether hereby expressly reserved or deemed as any part of the Rent or Additional Rent, the County may, without notice or any form of legal process, enter upon the Leased Premises and seize,remove and sell Quigg Brothers' goods, chattels and equipment from the Leased Premises or seize, remove and sell any goods, chattels and equipment at any place to which Quigg Brothers or any other person may have removed them,in the same manner as if they had remained and been distrained upon the Leased Premises, all notwithstanding any rule of law or equity to the contrary. b. Quigg Brothers hereby knowingly waives and renounces the benefit of any present or future statute or law limiting or eliminating the County's right of distress. 19. QUIGG BROTHERS IMPROVEMENTS. Quigg Brothers shall obtain written permission from the County before doing any of the following: a. Painting,wallpapering,redecorating or in any way significantly altering the appearance of the Leased Premises; b. Removing or adding walls, or performing any structural alterations; c. Changing the amount of heat or power normally used on the Leased Premises as well as installing additional electrical wiring or heating units; d. Subject to this Lease,placing or exposing or allowing to be placed or exposed anywhere inside or outside the Leased Premises any placard, notice or sign for advertising or any other purpose; e. Affixing to or erecting upon or near the Leased Premises any radio or TV antenna or tower, or satellite dish; or, f. Installing or affixing upon or near the Leased Premises any plant, equipment, machinery or apparatus without the County's prior consent. 20. LANDLORD CHATTELS. The County will not supply any chattels. 21. SIGNS. Quigg Brothers may not erect, install, or maintain a sign of a kind or size at the Leased Premises, unless first approved in writing by the County. 22. ABANDONMENT BY QUIGG BROTHERS. a. If at any time during the term of this Lease, Quigg Brothers abandons the Leased Premises or any part of the Leased Premises, the County may, at its option, enter the Leased Premises by any means without being liable for any prosecution for such LEASE OF JEFFERSON COUNTY PREMISES 7/29/2019 Page 10 of 24 entering, and without becoming liable to Quigg Brothers for damages or for any payment of any kind whatever, and may,at the County's discretion, as agent for Quigg Brothers,re-rent the Leased Premises,or any part of the Leased Premises,for the whole or any part of the then unexpired term, and may receive and collect all rent payable by virtue of such re-renting, and, at the County's option, hold Quigg Brothers liable for any difference between the rent that would have been payable under this Lease during the balance of the unexpired term, if this Lease had continued in force, and the net rent for such period realized by the County by means of the re-renting. b. If the County's right of reentry is exercised following abandonment of the Leased Premises by Quigg Brothers, then the County may consider any personal property belonging to Quigg Brothers and left on the Leased Premises to also have been abandoned, in which case the County may dispose of all such personal property in any manner the County shall deem proper and is relieved of all liability for doing so. 23. TERMINATION. a. Either party for cause upon 10-days written notice may terminate this Lease. b. Either party without cause upon 30-days written notice may terminate this Lease. 24. SUBORDINANTION AND ATTORNMENT. a. This Lease and Quigg Brothers' rights under this Lease shall automatically be subordinate to any mortgage or mortgages, or encumbrance resulting from any other method of financing or refinancing, now or afterwards in force against the Property or any part of the Property, as now or later constituted, and to all advances made or afterwards made upon such security; and, upon the request of the County, Quigg Brothers shall execute such documentation as reasonably may be required by the County in order to confirm and evidence such subordination. b. Quigg Brothers shall, in the event any proceedings are brought, whether in foreclosure or by way of the exercise of the power of sale or otherwise, under any other mortgage or other method of financing or refinancing made by the County in respect of the Building, or any portion of the Building, attorn to the encumbrancer upon any such foreclosure or sale and recognize such encumbrancer as the County under this Lease, but only if such encumbrancer will so elect and require. c. Upon the written request of Quigg Brothers, the County agrees to request any mortgagee or encumbrancer of the Lands (present or future) to enter into a non- disturbance covenant in favor of Quigg Brothers, whereby such mortgagee or encumbrancer shall agree not to disturb Quigg Brothers in its possession and enjoyment of the Leased Premises for so long as Quigg Brothers is not in default under this Lease. 25. ESTOPPEL CERTIFICATE AND ACKNOWLEDGMENT. Whenever requested by the County, a mortgagee or any other encumbrance holder or other third party having an interest in the Building or any part of the Building, Quigg Brothers shall, within ten (10) days of the request, execute and deliver an estoppel certificate or other form of certified LEASE OF JEFFERSON COUNTY PREMISES 7/29/2019 Page 11 of 24 acknowledgement as to the Term, the status and the validity of this Lease, the state of the rental account for this Lease, any incurred defaults on the part of the County alleged by Quigg Brothers, and such other information as may reasonably be required. 26. LIENS. a. Quigg Brothers shall immediately upon demand by the County remove or cause to be removed and afterwards institute and diligently prosecute any action that pertains to the County or the Property, any builders' or other lien or claim of lien noted or filed against or otherwise constituting an encumbrance on any title of the County that results from an act or omission of Quigg Brothers. b. Without limiting the obligations of Quigg Brothers,the County may cause the same to be removed, in which case Quigg Brothers shall pay to the County as Additional Rent, such cost including the County's legal costs and reasonable attorney's fees. 27. CONDITIONS AND ACCEPTANCE OF LEASED PREMISES. Quigg Brothers accepts the Leased Premises in its current condition and acknowledges that the Leased Premises is in good order and repair. By occupying the Leased Premises, Quigg Brothers conclusively shall be deemed to have accepted the Leased Premises as being in the condition required by this Lease. 28. LANDLORD'S REPAIRS. The County agrees to effect at its expense repairs of a structural nature to the structural elements of the roof, foundation and outside walls of the Building, whether occasioned or necessitated by faulty workmanship, materials, improper installation,construction defects or settling,or otherwise, unless such repair is necessitated by the negligence of Quigg Brothers, its servants, agents, employees or invitees, in which event the cost of such repairs shall be paid by Quigg Brothers together with an administration fee of fifteen percent(15%) for the County's overhead and supervision. 29. LESSEE'S REPAIRS AND ALTERATIONS. a. Quigg Brothers covenants with the County to occupy the Leased Premises in a tenant- like manner and not to commit or permit waste. b. Quigg Brothers shall at all times and at its sole expense, subject to the County's repair, maintain and keep the Leased Premises, reasonable wear and tear, damage by fire, lightning, tempest, structural repairs, and repairs necessitated from hazards and perils against which the County is required to insure excepted. Without limiting the generality of the foregoing, Quigg Brothers shall keep, repair, replace and maintain all glass, wiring, pipes and mechanical apparatus in, upon or serving the Leased Premises in good and tenantable repair at its sole expense. c. When it becomes (or, acting reasonably, should have become) aware of same, Quigg Brothers shall notify the County of any damage to or deficiency or defect in any part of the Leased Premises or the Building. LEASE OF JEFFERSON COUNTY PREMISES 7/29/2019 Page 12 of 24 d. Quigg Brothers covenants with the County that the County, its servants, agents and workmen may enter and view the state of repair of the.Leased Premises and that Quigg Brothers shall repair the Leased Premises according to notice in writing received from the County, subject to the County's repair obligations. If Quigg Brothers refuses or neglects to repair as soon as reasonably possible after written demand,the County may, but shall not be obligated to, undertake such repairs without liability to Quigg Brothers for any loss or damage that may occur to Quigg Brothers' merchandise, fixtures or other property or to Quigg Brothers' business by such reason, and upon such completion, Quigg Brothers shall pay, upon demand, as Additional Rent,the County's cost of making such repairs plus fifteen percent (15%) of such cost for overhead and supervision. e. Quigg Brothers shall keep in good order, condition and repair the non-structural portions of the interior of the Leased Premises and every part of those Leased Premises, including, without limiting the generality of the foregoing, all equipment within the Leased Premises, fixtures, walls, ceilings, floors, windows, doors, plate glass and skylights located within the Leased Premises. Without limiting the generality of the foregoing, Quigg Brothers shall keep, repair, replace and maintain all glass, wiring, pipes and mechanical apparatus in, upon or serving the Leased Premises in good and tenantable repair at its sole expense. f. Quigg Brothers shall not use or keep any device which might overload the capacity of any floor, wall, utility, electrical or mechanical facility or service in the Leased Premises or the Building. g. Quigg Brothers shall not make or permit others to make alterations, additions or improvements or erect or have others erect any partitions or install or have others install any trade fixtures, exterior signs, floor covering, interior or exterior lighting,plumbing fixtures, shades, awnings, exterior decorations or make any changes to the Leased Premises or otherwise without first obtaining the County's written approval, such written approval not to be unreasonably withheld in the case of alterations, additions or improvements to the interior of the Leased Premises. h. Quigg Brothers shall not install in or for the Leased Premises any special locks, safes or apparatus for air-conditioning, cooling, heating, illuminating, refrigerating or ventilating the Leased Premises without first obtaining the County's written approval thereto. Locks may not be added or changed without the prior written agreement of both the County and Quigg Brothers. i. When seeking any approval of the County for Quigg Brothers repairs as required in this Lease, Quigg Brothers shall present to the County plans and specifications of the proposed work which shall be subject to the prior approval of the County, not to be unreasonably withheld or delayed. j. Quigg Brothers shall promptly pay all contractors, material suppliers and workmen so as to minimize the possibility of a lien attaching to the Leased Premises or the Building. LEASE OF JEFFERSON COUNTY PREMISES 7/29/2019 Page 13 of 24 Should any claim of lien be made or filed Quigg Brothers shall promptly cause the same to be discharged. k. Quigg Brothers shall be responsible at its own expense to replace all electric light bulbs, tubes, ballasts or fixtures serving the Leased Premises. 1. Quigg Brothers shall professionally steam clean any carpets in the Leased Premises on a yearly basis and at the termination of this Lease or the County may charge Quigg Brothers or deduct the cost of having the carpets professionally steam cleaned from the Security Deposit. 30. EMINENT DOMAIN AND EXPROPRIATION. a. If during the term of this Lease, title is taken to the whole or any part of the Property by any competent authority under the power of eminent domain or by expropriation, which taking, in the reasonable opinion of the County, does not leave a sufficient remainder to constitute an economically viable building, the County may at its option, terminate this Lease on the date possession is taken by or on behalf of such authority. b. Upon such taking, Quigg Brothers shall immediately deliver up possession of the Leased Premises. c. In the event of any such taking, Quigg Brothers shall have no claim upon the County for the value of its property or the unexpired portion of the term of this Lease, but the parties shall each be entitled to separately advance their claims for compensation for the loss of their respective interests and to receive and retain such compensation as may be awarded to each respectively. d. If an award of compensation made to the County specifically includes an award for Quigg Brothers, the County shall account for that award to Quigg Brothers and vice versa. 31. CONDEMNATION. a. A condemnation of the Quigg Brothers improvements or any portion of the Property shall result in termination of this Lease. b. The County shall receive the total of any consequential damages awarded because of the condemnation proceedings. c. In the event of any such condemnation, Quigg Brothers shall have no claim upon the County for the value of its property or the unexpired portion of the term of this Lease, but the parties shall each be entitled to separately advance their claims for compensation for the loss of their respective interests and to receive and retain such compensation as may be awarded to each respectively. LEASE OF JEFFERSON COUNTY PREMISES 7/29/2019 Page 14 of 24 d. If an award of compensation made to the County specifically includes an award for Quigg Brothers, the County shall account for that award to Quigg Brothers and vice versa. 32. CARE AND USE OF LEASED PREMISES. a. Quigg Brothers shall dispose of any trash at the Leased Premises in a timely, tidy, proper, and sanitary manner. b. Quigg Brothers shall not engage in or permit any illegal trade or activity on or about the Leased Premises. c. Quigg Brothers shall comply with standards of health, sanitation, fire, housing, and safety as required by law. 33. RULES AND REGULATIONS. Quigg Brothers shall obey all rules and regulations posted by the County regarding the use and care of the Property that are provided for the use of Quigg Brothers in and around the Building on the Leased Premises. 34. SURRENDER THE LEASED PREMISES AT THE END OF THE TERM. a. Quigg Brothers covenants to surrender the Leased Premises, at the expiration of the tenancy created in this Lease, in the same condition as the Leased Premises were in upon delivery of possession under this Lease, reasonable wear and tear,damage by fire or the elements, and unavoidable casualty excepted, and agrees to surrender all keys for the Leased Premises to the County at the place then fixed for payment of Rent and shall inform the County of all combinations to locks, safes and vaults, if any. b. All alterations, additions and improvements constructed or installed in the Leased Premises and attached in any manner to the floor, walls or ceiling, including any leasehold improvements, equipment, floor covering or fixtures (including trade fixtures), shall remain upon and be surrendered with the Leased Premises and shall become the absolute property of the County except to the extent that the County requires removal of such items. c. If Quigg Brothers abandons the Leased Premises or if this Lease is terminated before the proper expiration of the Term due to a default on the part of Quigg Brothers then, in such event, as of the moment of default of Quigg Brothers all trade fixtures and furnishings of Quigg Brothers (whether or not attached in any manner to the Leased Premises) shall, except to the extent the County requires the removal of such items, become and be deemed to be the property of the County without indemnity to Quigg Brothers and as liquidated damages in respect of such default but without prejudice to any other right or remedy of the County. d. Notwithstanding that any trade fixtures, furnishings, alterations, additions, improvements or fixtures are or may become the property of the County, Quigg Brothers shall immediately remove all or part of the same and shall make good any damage caused to the Leased Premises resulting from the installation or removal of LEASE OF JEFFERSON COUNTY PREMISES 7/29/2019 Page 15 of 24 such fixtures, all at Quigg Brothers' expense, should the County so require by notice to Quigg Brothers. e. If Quigg Brothers, after receipt of such notice from the County, fails to promptly remove any trade fixtures, furnishings, alterations, improvements and fixtures in accordance with such notice, the County may enter into the Leased Premises and remove from the Leased Premises all or part of such trade fixtures, furnishings, alterations, additions, improvements and fixtures without any liability and at the expense of Quigg Brothers, which expense shall immediately be paid by Quigg Brothers to the County. f. Quigg Brothers' obligation to observe or perform the covenants contained in this Lease shall survive the expiration or other termination of the Term. 35. HAZARDOUS SUBSTANCES. a. Quigg Brothers shall not keep or allow others to keep any Hazardous Substances at the Property. b. Quigg Brothers represents and warrants that it shall during the term of this Lease conduct its operations on the Property in compliance with all applicable Environmental Laws. c. If at any time during or after the term of this Lease, the Property is found to be contaminated by any Hazardous Substance, Quigg Brothers shall defend, indemnify, and hold harmless the County for any investigation or the remediation of such contamination to the satisfaction of a lead regulatory agency and for the defense and indemnity of the County for any claims made related to the presence of any Hazardous Substance at the Property,pursuant to the indemnity provision in this Lease. 36. FORCE MAJEURE. If the County or Quigg Brothers will be unable to fulfill, or shall be delayed or prevented from the fulfillment of, any obligation in this Lease by reason of municipal delays in providing necessary approvals or permits, the other party's delay in providing approvals as required in this Lease, strikes, labor troubles, third-party lockouts, inability to procure materials or services, power failure, restrictive governmental laws or regulations, fire, flood,earthquake, lightning, storm, acts of God or our country's enemies, riots, insurrection, sabotage, rebellion, war or other reasons of like nature beyond the reasonable control of the party delayed or prevented from fulfilling any obligation in this Lease (excepting any delay or prevention from such fulfillment caused by a lack of funds or other financial reasons) and provided that such party uses all reasonable diligence to overcome such unavoidable delay, then the time period for performance of such an obligation will be extended for a period equivalent to the duration of such unavoidable delay. 37. REMEDIES CUMULATIVE.No reference to or exercise of any specific right or remedy by either party will prejudice or preclude either party from any other remedy whether allowed at law or in equity or expressly provided for in this Lease.No such remedy will be LEASE OF JEFFERSON COUNTY PREMISES 7/29/2019 Page 16 of 24 exclusive or dependent upon any other such remedy, but each party may from time to time exercise any one or more of such remedies independently or in combination. 38. PERFORMANCE UPON DEFAULT. If either party fails to observe, perform or keep any of the provisions of this Lease to be observed,performed or kept by it and such failure is not rectified within the time limits specified in this Lease,the other party may, but shall not be obliged to, at its discretion and without prejudice, rectify the default of that party. Each party shall have the right to enter this Leased Premises for the purpose of correcting or remedying any default of the other party and to remain until the default has been corrected or remedied; however, any expenditure by such party incurred in any correction of a default of the other party will not be deemed to waive or release such default or the party's right to take any action as may be otherwise permissible under this Lease in the case of any default. 39. CONDITION PRECEDENT TO EFFECTIVENESS OF THIS AGREEMENT. This Lease is contingent upon written approval by the County Board of Commissioners. 40. CONTROLLING LAW. It is understood and agreed that this Lease is entered into in the State of Washington. This Lease shall be governed by and construed in accordance with the laws of the United States, the State of Washington, and the County of Jefferson, as if applied to transactions entered into and to be performed wholly within Jefferson County, Washington between Jefferson County residents. No party shall argue or assert that any state law other than Washington law applies to the governance or construction of this Lease. 41.JURISDICTION AND VENUE. Should either party bring any legal action, each party in such action shall bear the cost of its own attorney's fees and court costs. The venue for any legal action shall be solely in the appropriate state court in Jefferson County, Washington, subject to the venue provisions for actions against counties in RCW 36.01.050. 42. ENTIRE AGREEMENT. This Lease memorializes the entire agreement of the parties and all parts of this Lease are listed in this Lease. No representation or promise not expressly contained in this Lease has been made. The parties are not entering into this Lease based on any inducement,promise or representation, expressed or implied, which is not expressly contained in this Lease. This Lease supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral, within the scope of this Lease. 43. LEGAL AND REGULATORY COMPLIANCE. Quigg Brothers shall, in performing the services contemplated by this Lease, faithfully observe, and comply with all federal, state, and local laws, ordinances and regulations, applicable to the services to be rendered under this Lease. 44. INDEMNITY. a. Quigg Brothers shall defend, indemnify and hold the County, its officers, officials, employees, agents and volunteers harmless all loss and damage and all actions, claims, costs, demands, expenses, fines, liabilities, and suits of any nature whatsoever for LEASE OF JEFFERSON COUNTY PREMISES 7/29/2019 Page 17 of 24 which the County will or may become liable, incur or suffer by reason of a breach, violation, or nonperformance by Quigg Brothers of any covenant, term or provision hereof or by reason of any builders' or other liens for any work done or materials provided or services rendered for alterations, improvements or repairs, made by or on behalf of Quigg Brothers to the Property, or by reason of any injury occasioned to or suffered by any person or damage to any property, or by reason of any wrongful act or omission, default or negligence on the part of Quigg Brothers or any of its agents, concessionaires, contractors, customers, employees, invitees or licensees in or about the Property. b. Between the County and Quigg Brothers,the County shall not be liable for any damage caused by use of the Leased Premises by Quigg Brothers. c. Between the County and Quigg Brothers, the County shall not be liable for any loss, injury, or damage to persons or property for any acts or omissions at the Property by Quigg Brothers or its employees or agents or any persons not the agents or representatives. d. Between the County and Quigg Brothers, the County shall not be liable for any loss or damage caused by acts or omissions on the Leased Premises by any other person,their employees or agents or any persons that are not the agents or representatives of the County. e. All property kept or stored on or in the Property by Quigg Brothers shall be at the sole risk of Quigg Brothers. f. Should a court of competent jurisdiction determine that this Lease is subject to RCW 4.24.115, 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 Quigg Brothers and the County, its officers, officials, employees, agents and volunteers, Quigg Brothers' liability, including the duty and cost to defend shall be only to the extent of Quigg Brothers' negligence. g. It is further specifically and expressly understood that the indemnification provided herein constitutes Quigg Brothers' 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. h. The provisions of indemnity shall survive the expiration or termination of this Lease. 45. DAMAGE TO THE PROPERTY. a. Quigg Brothers shall be responsible for the repair of any and all damage caused to the Property, caused by Quigg Brothers, its employees or agents. b. Quigg Brothers shall promptly notify the County of any damage, or of any situation that may significantly interfere with the normal use of the Property. LEASE OF JEFFERSON COUNTY PREMISES 7/29/2019 Page 18 of 24 46. GENERAL LESSEE INSURANCE REQUIREMENTS. a. One of the following methods shall evidence insurance coverage: (1) Certificate of insurance; or, (2) Self-insurance through an irrevocable Letter of Credit from a qualified financial institution. b. Any deductibles or self-insured retention shall be declared to and approved by the County prior to the approval of this Lease by the County. At the option of the County, the insurer shall reduce or eliminate deductibles or self-insured retention, or Quigg Brothers shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. c. Failure of Quigg Brothers to take out or maintain any required insurance shall not relieve Quigg Brothers from any liability under this Lease, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations concerning indemnification of the County. d. Quigg Brothers' insurers shall have no right of recovery or subrogation against the County (including its employees and other agents and agencies), it being the intention of the parties that the insurance policies so affected shall protect all the parties and shall be primary coverage for all losses covered by the above described insurance. e. Insurance companies issuing Quigg Brothers' insurance policy or policies shall have no recourse against the County(including its employees and other agents and agencies) for payment of any premiums or for assessments under any form of insurance policy. f. All deductibles in Quigg Brothers' insurance policies shall be assumed by and be at the sole risk of Quigg Brothers. g. Any judgments for which the County may be liable, in excess of insured amounts required by this Lease, or any portion thereof, may be withheld from payment due, or to become due,to Quigg Brothers until Quigg Brothers shall furnish additional security covering such judgment as may be determined by the County. h. Any coverage for third party liability claims provided to the County by a "Risk Pool" created pursuant to Ch. 48.62 RCW shall be non-contributory with respect to any insurance policy Quigg Brothers shall provide to comply with this Lease. i. The County may, upon Quigg Brothers' failure to comply with all provisions of this Lease relating to insurance, withhold payment or compensation that would otherwise be due to Quigg Brothers. j. Quigg Brothers shall provide a copy of all insurance policies specified in this Lease. k. Written notice of cancellation or change in Quigg Brothers' insurance required by this Lease shall reference the project name and agreement number and shall be mailed to the County at the following address: Jefferson County Risk Management, P.O. Box 1220, Port Townsend, WA 98368. LEASE OF JEFFERSON COUNTY PREMISES 7/29/2019 Page 19 of 24 1. Quigg Brothers' liability insurance provisions shall be primary and noncontributory with respect to any insurance or self-insurance programs covering the County, its elected and appointed officers, officials, employees, and agents. m. Any failure to comply with reporting provisions of the insurance policies shall not affect coverage provided to the County, its officers, officials, employees, or agents. n. Quigg Brothers' insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. o. Quigg Brothers shall include all sublessees as insured under its insurance policies or shall furnish separate certificates and endorsements for each sublessee. All insurance coverage for sublessees shall be subject to all the requirements stated in this Lease. The insurance limits mandated for any insurance coverage required by this Lease are not intended to be an indication of exposure nor are they limitations on indemnification. p. Quigg Brothers shall maintain all required insurance policies in force from the time services commence until services are completed. Certificates, insurance policies, and endorsements expiring before completion of services shall be promptly replaced. q. Quigg Brothers shall place insurance with insurers licensed to do business in the State of Washington and having A.M. Best Company ratings of no less than A-, with the exception that excess and umbrella coverage used to meet the requirements for limits of liability or gaps in coverage need not be placed with insurers or re-insurers licensed in the State of Washington. r. Certificates of insurance as required by this Lease shall be delivered to the County within fifteen(15) days of execution of this Lease. s. The County shall be named as an"additional insured"on all insurance policies required by this Lease. t. Quigg Brothers shall furnish the County with properly executed certificates of insurance that, at a minimum, shall include: (1) The limits of overage; (2) The certificate holder as Jefferson County, Washington and its elected officials, officers, and employees with the address of Jefferson County Risk Management,P.O.Box 1220, Port Townsend, WA 98368, and, (3) A statement that the insurance policy shall not be canceled or allowed to expire except on thirty (30) days prior written notice to the County. u. To the extent a certificate of insurance lists or refers to any endorsements solely by name, description or number it shall be the responsibility of Quigg Brothers to obtain and provide to the Jefferson County Risk Management full and complete copy of the texts of such endorsements. v. If the proof of insurance or certificate indicating the County is an "additional insured" to an insurance policy obtained by Quigg Brothers refers to an endorsement(by number or name) but does not provide the full text of that endorsement, then it shall be the LEASE OF JEFFERSON COUNTY PREMISES 7/29/2019 Page 20 of 24 obligation of Quigg Brothers to obtain the full text of that endorsement and forward that full text to the County. 47. REQUIRED LEASEE INSURANCE COVERAGES. Quigg Brothers shall obtain and keep in force during the terms of the Agreement, policies of insurance as follows: a. Quigg Brothers shall obtain and keep in force during the terms of the Agreement, policies of insurance as follows: b. Worker's Compensation Insurance for employees and covered volunteers in an amount or amounts that are not less than the required statutory minimum(s) as established by the State of Washington. c. Commercial Automobile Liability Insurance providing bodily injury and property damage liability coverage for all owned and non-owned vehicles assigned to or used in the performance of the work for a combined single limit of not less than$500,000 each occurrence. d. General Commercial Liability Insurance in an amount not less than a single limit of one million dollars ($1,000,000) per occurrence and an aggregate of not less than two (2) times the occurrence amount ($2,000,000 minimum) for bodily injury, including death and property damage, unless a greater amount is specified in the contract specifications. The insurance coverage shall contain no limitations on the scope of the protection provided and include the following minimum coverage: e. Broad Form Property Damage, with no employee exclusion; f. Personal Injury Liability, including extended bodily injury; g. Broad Form Contractual/Commercial Liability—including completed operations; h. Premises—Operations Liability(M&C); and, i. Blanket Contractual Liability. j. Excess or Umbrella Liability Insurance (Over Primary) of two million dollars ($2,000,000)per occurrence and two million dollars($2,000,000) in the aggregate,and shall provide coverage at least as broad as specified for the underlying coverages. Such policy or policies shall include as insureds those covered by the underlying policies, including additional insureds. Coverage shall be "pay on behalf," with defense costs payable in addition to policy limits. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. 48. COVERAGE OF THE COUNTY BY THE WASHINGTON COUNTIES RISK POOL. a. The County has liability coverage under a memorandum of liability coverage with the Washington Counties Risk Pool. LEASE OF JEFFERSON COUNTY PREMISES 7/29/2019 Page 21 of 24 b. The County also has property coverage with the Washington Counties Risk Pool. c. During the Term of this Lease, The County shall maintain its liability and property coverage with the Washington Counties Risk Pool. 49. NO ASSIGNMENT. Without the prior,express,and written consent of the County,Quigg Brothers shall not assign this Lease.Any assignment of this Lease without the prior written consent of the County shall be void and shall, at the County's option,terminate this Lease. This Lease shall not be assignable by operation of law. 50. NO BULK SALE OF GOODS. No bulk sale of goods and assets of Quigg Brothers may take place without first obtaining the written consent of the County, which consent shall not be unreasonably withheld so long as Quigg Brothers and the purchaser are able to provide the County with assurances, in a form satisfactory to the County, that Quigg Brothers' obligations in this Lease shall continue to be performed and respected, in the manner satisfactory to the County, after completion of the said bulk sale. 51. BINDING ON SUCCESSORS AND ASSIGNS. The covenants and agreements of this Lease shall be binding upon the heirs, executors, administrators, successors and assigns of all parties. 52. MATERIAL TERMS. For the avoidance of doubt, all terms, conditions, and representations of this Lease are material terms. 53. TIME IS OF THE ESSENCE. Time is of the essence in this Lease. 54. AMENDMENT OF THIS LEASE. Any amendment or modification of this Lease or additional obligation assumed by either party to this Lease in connection with this Lease shall only be binding if evidenced in writing signed by each party or an authorized representative of each party. 55. REPRESENTATIONS. The parties shall represent to each other that each party has the necessary authority to enter into the transaction contemplated by this Lease. 56. ADDRESSES FOR NOTICE. a. The address for service of Quigg Brothers is the Leased Premises during this tenancy, and 819 W. State Street Aberdeen WA 98520 after this tenancy is terminated. The phone number of Quigg Brothers is (425) 471-2937; and, b. The address for service of the County is the Central Services Director, P.O. Box 1220 Port Townsend, WA 98368, both during this tenancy and after it is terminated. The phone number of the County is (360) 385-0130. END OF TEMPORARY LEASE—SIGNTURES FOLLOW ON NEXT PAGE LEASE OF JEFFERSON COUNTY PREMISES 7/29/2019 Page 22 of 24 • JEFFERSON COUNTY WASHINGTON QUIGG BROTHERS, INC. Board of County Commissioners Jefferson County, Washington By: „ By: Signature Kate Dean, Chair Date Name: TEnF.4.1 cio N.1•211. By: David Sullivan, Commissioner Date Title: PAs3 zca NI%NwI c&elA Date: .4u(->i 2- �;[i ?.019 By: Greg Brotherton, Commissioner Date SEAL: • ATTEST: Carolyn Galloway Date Deputy Clerk of the Board Approved as to form only: Philip C. Hunsucker Date Chief Civil Deputy Prosecuting Attorney • LEASE OF JEFFERSON COUNTY PREMISES 7/29/2019 Page 23 of 24