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HomeMy WebLinkAbout092721ca03 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS CONSENT AGENDA REQUEST TO: Board of County Commissioners FROM: Mark McCauley,Interim County Administrator DATE: September 27,2021 SUBJECT: Request for Board of County Commissioners approval of a new lease agreement with Hood Canal Adventures,Inc.for use of the office suite at the south end of the Brinnon Community Center STATEMENT OF ISSUE: Christina Maloney of Hood Canal Adventures, Inc. has been leasing office space located on the south end of the Brinnon Community Center located at 306146, Highway 101, Brinnon WA 98320 since March 10, 2020. The lease was extended for 90 days to allow negotiations regarding the rent payable to the county. That extension expired on June 9, 2021,however Hood Canal Adventures has been allowed to continue occupying the space,while paying all rent due, as lease negotiations have continued. ANALYSIS: The previous lease arrangement had been a losing proposition for the county as the rent payments were small and were split between the County and OlyCAP. The County has been paying the utility bills for the space and absorbing other costs associated with the rented space. We needed to renegotiate lease terms to eliminate the loss to the County. Since that time, however, OlyCAP has agreed to let the county keep 100% of the rent which eliminated the need to raise the rent. The new lease extends the lease until 1200 noon on March 10,2024. Other minor terms have been negotiated to the satisfaction of both parties. FISCAL IMPACT: The lease will generate at least$677.83 in monthly rental revenue for the county through March 30, 2022 and will increase 3%every year thereafter. RECOMMENDATION: That the Board of County Commissioners approve the attached lease with Hood Canal Adventures, Inc. REVIEWED BY: .Atia ' z/ Mark McCauley, s rim County Administr.* to DocuSign Envelope ID:77A3EE5E-6B07-440B-8C62-F892AD235BA9 AMENDED LEASE BETWEEN JEFFERSON COUNTY AND HOOD CANAL ADVENTURES FOR THE SOUTHERN OFFICE SUITE IN THE BRINNON COMMUNITY CENTER This Amended Lease between Jefferson County and Hood Canal Adventures for the Southern Office Suite in the Brinnon Community Center ("Lease") is made and entered into by and between Hood Canal Adventures and Jefferson County, a political subdivision under the laws of the State of Washington("Jefferson County"), (collectively"Parties") and replaces the Original Lease between the Parties, effective March 10, 2020. The Parties agree as follows: 1. PROPERTY. The Property is the approximately 561 square feet at the south end of the Brinnon Community Center located at 306146 Highway 101, Brinnon, WA 98320, which in the past has been used as a health clinic. 2. LESSEE. The Lessee is Hood Canal Adventures, P.O. Box 11, Brinnon, WA 98320. 3. LESSOR. The Lessor is Jefferson County, Washington, a municipal corporation. 4. DEFINITIONS. When used in this Lease, the following words and phrases have the meanings indicated below: a. "Abated"and"Abatement"mean a pro rata reduction of area unsuitable for occupancy due to casualty loss in relation to the total rented area. b. "Additional Rent" means all amounts payable by Hood Canal Adventures under this Lease except Base Rent, whether or not specifically designated as Additional Rent elsewhere in this Lease. c. "Base Rent"means the base rent in Section 8.a. d. "Building" means the building, improvements, equipment, fixtures, property and facilities from time to time located at the Brinnon Community Center,306144 Highway 101 Brinnon, WA, 98320, as from time to time altered, expanded or reduced by the County in its sole discretion; e. "Common Areas and Facilities"means: i. Those portions of the Building, including 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 Hood Canal Adventures, 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, AMENDED LEASE BETWEEN JEFFERSON COUNTY AND HOOD CANAL ADVENTURES 9/9/2021 Page 1 of 25 DocuSign Envelope ID:77A3EE5E-6B07-440B-8C62-F892AD235BA9 ii. Those lands, areas, 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. f. "County" means Jefferson County, Washington a municipal corporation. g. "Environmental Law" means any law or regulation relating to health, pollution, or protection of the environment, whether federal, state or local. h. "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, including but not limited to: (i) petroleum; (ii) asbestos; (iii) designated as a "hazardous substance"pursuant to Section 311 of the Federal Water Pollution Control Act, 33 U.S.C. §1251 et seq. (33 U.S.C. §1321) or listed in §307 of the Federal Water Pollution Control Act(33 U.S.C. §1317); (iv) defined as a"hazardous waste"pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. §6903); (v)defined as a"hazardous substance"pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601 et seq. (42 U.S.C. §9601), as amended; (vi) defined as "oil" or a "hazardous waste", a "hazardous substance", a "hazardous material" or a "toxic material"wider any other law, rule or regulation applicable to the Property, including, without limitation, the Revised Code of Washington, as amended. i. "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. j. "Lease" means this Lease of Jefferson County Premises. k. "Leased Premises"means the leased premises described in Section 5 of this Lease. 1. "Original Lease"means the lease entered into by the Parties,effective March 10, 2020. m. "Parties"means the parties to this Lease. n. "Party" means one of the Parties. o. "Permitted Uses"means the permitted and prohibited uses in Section 6 of this Lease. p. "Property" means the property described in Section 1 of this Lease. AMENDED LEASE BETWEEN JEFFERSON COUNTY AND HOOD CANAL ADVENTURES 9/9/2021 Page 2 of 25 DocuSign Envelope ID:77A3EE5E-6B07-440B-8C62-F892AD235BA9 q. "Hood Canal Adventures"means the Lessee listed in Section 2. r. "Rent"means the total of Base Rent and Additional Rent. s. "Security Deposit"means the security deposit described in Section 11 of this Lease. t. "Term"means the term described in Section 7 of this Lease. 5. LEASED PREMISES. a. The Leased Premises at the Property are the approximately 561 square feet at the south end of the Brinnon Community Center located at 306144 Highway 101, Brinnon, WA 98320, which in the past has been used as a health clinic. b. While Hood Canal Adventures, 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 the Leased Premises. c. The Leased Premises are provided to Hood Canal Adventures 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 the Property. In the exercise of those rights, the County undertakes to use reasonable efforts to minimize any interference with Hood Canal Adventures' 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 Hood Canal Adventures' 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, Hood Canal Adventures 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 AMENDED LEASE BETWEEN JEFFERSON COUNTY AND HOOD CANAL ADVENTURES 9/9/2021 Page 3 of 25 DocuSign Envelope ID:77A3EE5E-6B07-440B-8C62-F892AD235BA9 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 and conditions of this Lease, Hood Canal Adventures shall be permitted entitled to the exclusive use to use of the Leased Premises. b. Hood Canal Adventures 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,Hood Canal Adventures 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 Hood Canal Adventures or any such act or omission, Hood Canal Adventures shall immediately remedy or rectify such use, occupation, act or omission upon being requested to do so by the County, and if Hood Canal Adventures fails to so remedy or rectify, the County may at its option terminate this Lease and Hood Canal Adventures shall immediately deliver up possession of the Leased Premises to the County. c. Hood Canal Adventures 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 Term of this Lease 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. d. Vehicles parked by Hood Canal Adventures or its customers at the Property,which the County reasonably considers unsightly, noisy, dangerous, improperly insured, inoperable or unlicensed are not permitted, may be towed away at Hood Canal Adventures' expense. e. Parking facilities are provided at the Property are at Hood Canal Adventures' own risk. f. Hood Canal Adventures 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. g. Hood Canal Adventures shall dispose of its trash in a timely, tidy, proper and,sanitary manner. h. Hood Canal Adventures shall not engage in any illegal trade or activity on or about the Leased Premises. AMENDED LEASE BETWEEN JEFFERSON COUNTY AND HOOD CANAL ADVENTURES 9/9/2021 Page 4 of 25 DocuSign Envelope ID:77A3EE5E-6B07-440B-8C62-F892AD235BA9 i. The County and Hood Canal Adventures shall comply with standards of health, sanitation, fire, housing and safety as required by law. j. 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 Hood Canal Adventures 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 Hood Canal Adventures. k. 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 original term of this Lease was for a term of 12 months starting on March 10, 2020 and was extended for 3 months on March 26, 2021. However, the original term of this Lease was subject to extensions for 4 additional years. The Parties now wish to extend the term of this Lease until 12:00 Noon on March 10, 2024. b. Hood Canal Adventures has been in possession of the Leased Premises since March 10, 2020. c. Should Hood Canal Adventures remain in possession of the Leased Premises with the consent of the County after the Term of this Lease, a new tenancy from month to month shall be created between the County and Hood Canal Adventures 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, Hood Canal Adventures shall pay a base rent of six hundred and seventy-seven dollars and eighty-83 cents ($677.83),plus the Leasehold Excise Tax of 12.84 percent ($87.03), payable per month in advance on the 10`h day of each month of the Term for the Leased Premises, without setoff, Abatement or deduction. To the extent Base Rent has not been paid in full since the original term of the lease expired on March 10, 2021, Hood Canal Adventures shall catch up on any unpaid Base Rent on or before September 10, 2021. b. Adjustment to Base Rent. Base Rent shall increase by 3 percent on March 10th each year the Lease is in effect. c. Additional Rent. In addition to the Base Rent, Hood Canal Adventures shall pay as Additional Rent any amount the County is required to pay from fees or taxes arising from Hood Canal Adventures' business. d. Payment of Rent. Hood Canal Adventures shall pay the Base Rent in advance in monthly installments on or before the tenth of each month of the Term to the Jefferson County Treasurer at PO Box 1220 Port Townsend WA 98368, or at such other place as the County may later designate. AMENDED LEASE BETWEEN JEFFERSON COUNTY AND HOOD CANAL ADVENTURES 9/9/2021 Page 5 of 25 DocuSign Envelope ID:77A3EE5E-6807-440B-8C62-F892AD235BA9 e. Late Payment Charge. Hood Canal Adventures shall be charged as Additional Rent $100.00 if the Base Rent is not fully paid by the 15th day of any month. f. No Waiver by County by Accepting Less than Full Payment of Rent. No acceptance by the County of any amount less than the full amount of the Base Rent and any Additional Rent owed will be taken to operate as a waiver by the County for the full amount of the Rent or in any way to defeat or affect the rights and remedies of the County to pursue the full amount of the Rent. 9. ADVANCE RENT. Upon execution of the Original Lease, Hood Canal Adventures delivered advance Rent to the County of three-month's Base Rent. 10. SECURITY DEPOSIT. a. Upon execution of the Original Lease, Hood Canal Adventures paid to the County a security deposit equal to the amount of$1,000.00 to be held by the County without interest. b. The County shall return the Security Deposit to Hood Canal Adventures at the end of this Lease, less such deductions for damages caused by Hood Canal Adventures or as otherwise provided in this Lease, but no deduction shall be made for damage due to reasonable wear and tear. c. Hood Canal Adventures may not use the Security Deposit as payment for Rent. 11. TENANT UTILITIES. Tenant utilities are included as part of the Base Rent. 12. OLYMPIC COMMUNITY ACTION PROGRAMS IS A THIRD-PARTY BENEFICIARY. Olympic Community Action Programs, a Washington non-profit corporation (UBI Number: 600 443 619, "OlyCAP") is a third-party beneficiary of this Lease. However, no Rent shall be paid to OlyCAP under this Lease. 13. PARKING. Hood Canal Adventures employees and patrons may park in the parking lot to the South of the Leased Premises, provided such parking does not impinge on parking dedicated to OlyCAP and the patrons of the Brinnon Community Center. 14. QUIET ENJOYMENT. The County covenants that on paying the Rent and performing the covenants contained in this Lease, Hood Canal Adventures shall peacefully and quietly have,hold, and enjoy the Leased Premises for the Term. 15. OVERHOLDING. If Hood Canal Adventures 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, Hood Canal Adventures shall be a month-to-month Hood Canal Adventures 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. AMENDED LEASE BETWEEN JEFFERSON COUNTY AND HOOD CANAL ADVENTURES 9/9/2021 Page 6 of 25 DocuSign Envelope ID:77A3EE5E-6B07-440B-8C62-F892AD235BA9 16. 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 Hood Canal Adventures. b. Hood Canal Adventures 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, encumbrancers, lessees or assignees, and may also during the ninety days preceding the termination of the terms and conditions 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 Hood Canal Adventures shall permit to remain on them. c. The County may inspect Hood Canal Adventures' goods on the Leased Premises and Hood Canal Adventures' 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. 17. 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 Hood Canal Adventures 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, Hood Canal Adventures, those claiming under Hood Canal Adventures 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 Hood Canal Adventures, the County may store such property in a public warehouse or at a place selected by the County, at the expense of Hood Canal Adventures. 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 Hood Canal Adventures to the County. The County shall not be responsible to Hood Canal Adventures for the disposal of such property other than to provide any balance of the proceeds to Hood Canal Adventures after paying any storage costs and any amounts owed by Hood Canal Adventures to the County; e. The County may re-let 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 AMENDED LEASE BETWEEN JEFFERSON COUNTY AND HOOD CANAL ADVENTURES 9/9/2021 Page 7 of 25 DocuSign Envelope ID:77A3EE5E-6B07-440B-8C62-F892AD235BA9 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 Hood Canal Adventures, and, if necessary to collect the rents and profits the receiver may carry on the business of Hood Canal Adventures and take possession of the personal property used in the business of Hood Canal Adventures, including inventory, trade fixtures, and furnishings, and use them in the business without compensating Hood Canal Adventures; g. After reentry, the County may terminate this Lease on giving 5 days' written notice of termination to Hood Canal Adventures. Without this notice, reentry of the Leased Premises by the County or its agents shall not terminate this Lease; h. Hood Canal Adventures 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 Hood Canal Adventures, 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. 18. DEFAULT. a. If Hood Canal Adventures 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 Hood Canal Adventures is AMENDED LEASE BETWEEN JEFFERSON COUNTY AND HOOD CANAL ADVENTURES 9/9/2021 Page 8 of 25 DocuSign Envelope ID:77A3EE5E-6B07-440B-8C62-F892AD235BA9 to make such payment, or in the absence of such specific due date, for the 30 days following written notice by the County requiring Hood Canal Adventures 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. b. Unless otherwise provided for in this Lease, if Hood Canal Adventures 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 Hood Canal Adventures and persists in such default, after 30 days following written notice from the County requiring that Hood Canal Adventures remedy, correct or comply or, in the case of such default which would reasonably require more than 30 days to rectify, unless Hood Canal Adventures 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. Hood Canal Adventures' leasehold interest hereunder, or any goods, chattels or equipment of Hood Canal Adventures located in the Leased Premises shall be taken or seized in execution or attachment, or if any writ of execution shall issue against Hood Canal Adventures or Hood Canal Adventures 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 Hood Canal Adventures; or, ii. Hood Canal Adventures fails to commence, diligently pursue and complete Hood Canal Adventures' 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 AMENDED LEASE BETWEEN JEFFERSON COUNTY AND HOOD CANAL ADVENTURES 9/9/2021 Page 9 of 25 DocuSign Envelope ID:77A3EE5E-6B07-440B-8C62-F892AD235BA9 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 the County has terminated this Lease pursuant to this Section 18, on the expiration of the time fixed in the notice, if any,this Lease and the right,title,and interest of Hood Canal Adventures under this Lease shall terminate in the same manner and with the asto Hood Canal Adventures' liability,as if the date fixed same force and effect,except in the notice of cancellation and termination were the end of this Lease. e. If Hood Canal Adventures is declared bankrupt or insolvent according to law; or,if any assignment shall be made of Hood Canal Adventures' property for the benefit of creditors, then Hood Canal Adventures shall be in default of this Lease. 19. DISTRESS. a. If and whenever Hood Canal Adventures 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 Hood Canal Adventures' goods, chattels and equipment from the Leased Premises or seize, remove and sell any goods, chattels and equipment at any place to which Hood Canal Adventures 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. Hood Canal Adventures hereby knowingly waives and renounces the benefit of any present or future statute or law limiting or eliminating the County's right of distress. 20. HOOD CANAL ADVENTURES IMPROVEMENTS. After all the parties sign this Lease, Hood Canal Adventures 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; AMENDED LEASE BETWEEN JEFFERSON COUNTY AND HOOD CANAL ADVENTURES 9/9/2021 Page 10 of 25 DocuSign Envelope ID:77A3EE5E-6B07-440B-8C62-F892AD235BA9 b. Removing or adding walls, or performing any structural alterations; c. 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; d. Affixing to or erecting upon or near the Leased Premises any radio or TV antenna or tower, or satellite dish; or, e. Installing or affixing upon or near the Leased Premises any plant, equipment, machinery or apparatus without the County's prior consent. For the avoidance of doubt, any painting or redecorating done by Hood Canal Adventures to the Leased Premises during the term of the Original Lease is approved by the County. 21. LANDLORD CHATTELS. The Countywill not supply anychattels. Pp Y 22. SIGNS.The County approves the sign installed by Hood Canal Adventures during the term of the Original Lease. However,Hood Canal Adventures may not erect,install,or maintain any other sign of a kind or size at the Leased Premises, unless first approved in writing by the County. 23. ABANDONMENT BY HOOD CANAL ADVENTURES. a. If at any time during the Term of this Lease, Hood Canal Adventures abandons the Leased Premises or anypart of the Leased Premises, the Countymay, at its option, p enter the Leased Premises by any means without being liable for any prosecution for such entering, and without becoming liable to Hood Canal Adventures for damages or for any payment of any kind whatever, and may, at the County's discretion, as agent for Hood Canal Adventures, 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 Hood Canal Adventures 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 Hood Canal Adventures, then the County may consider any personal property belonging to Hood Canal Adventures 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. AMENDED LEASE BETWEEN JEFFERSON COUNTY AND HOOD CANAL ADVENTURES 9/9/2021 Page 11 of 25 DocuSign Envelope ID:77A3EE5E-6B07-440B-8C62-F892AD235BA9 24. TERMINATION. Either party for cause upon 10-days written notice may terminate this Lease. 25. SUBORDINANTION AND ATTORNMENT. a. This Lease and Hood Canal Adventures' 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, Hood Canal Adventures shall execute such documentation as reasonably may be required by the County in order to confirm and evidence such subordination. b. Hood Canal Adventures 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 Hood Canal Adventures, 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 Hood Canal Adventures, whereby such mortgagee or encumbrancer shall agree not to disturb Hood Canal Adventures in its possession and enjoyment of the Leased Premises for so long as Hood Canal Adventures is not in default under this Lease. 26. 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, Hood Canal Adventures shall, within ten (10) days of the request, execute and deliver an estoppel certificate or other form of certified 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 Hood Canal Adventures, and such other information as may reasonably be required. 27. LIENS. a. Hood Canal Adventures 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 Hood Canal Adventures. b. Without limiting the obligations of Hood Canal Adventures,the County may cause the same to be removed, in which case Hood Canal Adventures shall pay to the County as AMENDED LEASE BETWEEN JEFFERSON COUNTY AND HOOD CANAL ADVENTURES 9/9/2021 Page 12 of 25 DocuSign Envelope ID:77A3EE5E-6B07-440B-8C62-F892AD235BA9 Additional Rent, such cost including the County's legal costs and reasonable attorney's fees. 28. CONDITIONS AND ACCPETANCE OF LEASED PREMISES. Hood Canal Adventures 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, Hood Canal Adventures conclusively shall be deemed to have accepted the Leased Premises as being in the condition required by this Lease. 29. 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 Hood Canal Adventures, its servants, agents, employees or invitees, in which event the cost of such repairs shall be paid by Hood Canal Adventures together with an administration fee of fifteen percent (15%) for the County's overhead and supervision. 30. LESSEE'S ALTERATIONS, DAMAGES,AND WASTE. a. When it becomes (or, acting reasonably, should have become) aware of same, Hood Canal Adventures shall notify the County of any damage to or deficiency or defect in any part of the Leased Premises or the Building. Adventures covenants with the Countythat the County,its servants,agents b. Hood Canalg and workmen may enter and view the state of repair of the Leased Premises and that Hood Canal Adventures shall repair the Leased Premises according to notice in writing received from the County, subject to the County's repair obligations. c. Hood Canal Adventures shall keep in good order, condition and repair the non- structural portions of the interior of the Leased Premises and every part of the 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. d. When seeking any approval of the County for Hood Canal Adventures repairs as required in this Lease, Hood Canal Adventures 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. e. Hood Canal Adventures 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. Should any claim of lien be made or filed Hood Canal Adventures shall promptly cause the same to be discharged. f. If Hood Canal Adventures 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 Hood Canal Adventures for any loss or damage that may AMENDED LEASE BETWEEN JEFFERSON COUNTY AND HOOD CANAL ADVENTURES 9/9/2021 Page 13 of 25 DocuSign Envelope ID:77A3EE5E-6B07-440B-8C62-F892AD235BA9 occur to Hood Canal Adventures' merchandise, fixtures or other property or to Hood Canal Adventures' business by such reason, and upon such completion, Hood Canal Adventures 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. reimburse the for damages caused to the Hood Canal Adventures agrees to g. gCounty g Property, the Building, or the Leased Premises by the negligence of its employees, patrons and agents,but in no event shall this paragraph be construed as diminishing the Lessor's duty to make repairs as set forth in preceding paragraphs of this Lease, or as making Lessee responsible for the repair of normal wear and tear. h. Hood Canal Adventures 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. i. Hood Canal Adventures 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. j. Hood Canal Adventures 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 Hood Canal Adventures. k. Hood Canal Adventures shall be responsible at its own expense to replace all electric light bulbs, tubes, ballasts or fixtures serving the Leased Premises. 1. Hood Canal Adventures shall steam clean any carpets in the Leased Premises on a yearly basis and at the termination of this Lease or the County may charge Hood Canal Adventures or deduct the cost of having the carpets professionally steam cleaned from the Security Deposit. 31. 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, Hood Canal Adventures shall immediately deliver up possession of the Leased Premises. AMENDED LEASE BETWEEN JEFFERSON COUNTY AND HOOD CANAL ADVENTURES 9/9/2021 Page 14 of 25 DocuSign Envelope ID:77A3EE5E-6B07-440B-8C62-F892AD235BA9 c. In the event of any such taking, Hood Canal Adventures 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 Hood Canal Adventures, the County shall account for that award to Hood Canal Adventures and vice versa. 32. CONDEMNATION. a. A condemnation of the Hood Canal Adventures 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, Hood Canal Adventures 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 Hood Canal Adventures, the County shall account for that award to Hood Canal Adventures and vice versa. 33. CARE AND USE OF LEASED PREMISES. a. Hood Canal Adventures shall be responsible for maintaining at all times during the Lease Term, and at its own expense: (i)keep and maintain the Leased Premises in good repair and condition(ordinary wear and tear,damage by fire or casualty only excepted); and, (ii) use all reasonable precautions to prevent waste, damage or injury to the Property including the Leased Premises. b. Hood Canal Adventures is responsible for maintaining a clean premise and, if reasonably necessary, shall contract directly with a cleaning contractor. c. There is no outside storage allowed at the Property, including the Building and the Leased Premises. Hood Canal Adventures shall not store anything outside at the Property. d. Hood Canal Adventures shall dispose of any trash at the Leased Premises in a timely, tidy, proper, and sanitary manner. e. Hood Canal Adventures shall not engage in or permit any illegal trade or activity on or about the Leased Premises. AMENDED LEASE BETWEEN JEFFERSON COUNTY AND HOOD CANAL ADVENTURES 9/9/2021 Page 15 of 25 DocuSign Envelope ID:77A3EE5E-6B07-440B-8C62-F892AD235BA9 f. Hood Canal Adventures shall comply with standards of health,sanitation,fire,housing, and safety as required by law. 34. RULES AND REGULATIONS. Hood Canal Adventures 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 Hood Canal Adventures in and around the Building on the Leased Premises. 35. SUBSTITUTION SPACE. The County may, at the County's expense, relocate Hood Canal Adventures within the Building to a space which is comparable in size, utility, and condition to the Premises. If the County relocates Hood Canal Adventures, the county shall reimburse Hood Canal Adventures for Hood Canal Adventures' reasonable out-of- pocket expenses for moving. Upon relocation, the relocation space shall be deemed to be the Leased Premises and the terms and conditions of this Lease shall remain in full force and effect and shall apply to the relocation space. 36. SURRENDER THE LEASED PREMISES AT THE END OF THE TERM. a. Hood Canal Adventures 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 Hood Canal Adventures 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 Hood Canal Adventures then, in such event, as of the moment of default of Hood Canal Adventures all trade fixtures and furnishings of Hood Canal Adventures (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 Hood Canal Adventures 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, Hood Canal Adventures 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 such fixtures, all at Hood Canal Adventures' expense, should the County so require by notice to Hood Canal Adventures. AMENDED LEASE BETWEEN JEFFERSON COUNTY AND HOOD CANAL ADVENTURES 9/9/2021 Page 16 of 25 DocuSign Envelope ID:77A3EE5E-6B07-440B-8C62-F892AD235BA9 e. If Hood Canal Adventures, 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 Hood Canal Adventures,which expense shall immediately be paid by Hood Canal Adventures to the County. f. Hood Canal Adventures' obligation to observe or perform the covenants contained in this Lease shall survive the expiration or other termination of the Term. 37. HAZARDOUS SUBSTANCES. a. Hood Canal Adventures shall not keep or allow others to keep any Hazardous Substances at the Property. b. Hood Canal Adventures 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, Hood Canal Adventures 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. 38. DISASTER. If the Leased Premises are destroyed or injured by fire, earthquake or other casualty so as to render the premises unfit for occupancy, and the County neglects or refuses to restore the Leased Premises to their former condition, then Hood Canal Adventures may terminate this Lease and shall be reimbursed for any Rent that has been paid. If the Leased Premises are partially destroyed by fire, earthquake or other casualty, the Rent shall be Abated from the time of occurrence of such destruction or injury until the Leased Premises are again restored to their former condition, and any Rent paid by Hood Canal Adventures during the period of Abatement shall be credited upon the next installment(s) of Rent to be paid. 39. 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 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. 40. 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 the Leased Premises for the purpose of correcting AMENDED LEASE BETWEEN JEFFERSON COUNTY AND HOOD CANAL ADVENTURES 9/9/2021 Page 17 of 25 DocuSign Envelope ID:77A3EE5E-6B07-440B-8C62-F892AD235BA9 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. 41. CONDITION PRECEDENT TO EFFECTIVENESS OF THIS LEASE. This Lease is contingent upon written approval by the County Board of Commissioners. 42. 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. 43. 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. 44. 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. 45. LEGAL AND REGULATORY COMPLIANCE. Hood Canal Adventures 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 Leased Premises or Hood Canal Adventures' operations at the Leased Premises. 46. INDEMNITY. a. Hood Canal Adventures 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 which the County will or may become liable, incur or suffer by reason of a breach,violation, or nonperformance by Hood Canal Adventures 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 Hood Canal Adventures 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 Hood Canal AMENDED LEASE BETWEEN JEFFERSON COUNTY AND HOOD CANAL ADVENTURES 9/9/2021 Page 18 of 25 DocuSign Envelope ID:77A3EE5E-6B07-440B-8C62-F892AD235BA9 Adventures or any of its agents, concessionaires, contractors, customers, employees, invitees or licensees in or about the Property. b. Between the County and Hood Canal Adventures, the County shall not be liable for any damage caused by use of the Leased Premises by Hood Canal Adventures. c. Between the County and Hood Canal Adventures, 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 Hood Canal Adventures or its employees or agents or any persons not the agents or representatives. d. Between the County and Hood Canal Adventures, 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 Hood Canal Adventures shall be at the sole risk of Hood Canal Adventures. 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 Hood Canal Adventures and the County, its officers, officials, employees, agents and volunteers,Hood Canal Adventures' liability, including the duty and cost to defend shall be only to the extent of Hood Canal Adventures' negligence. g. It is further specifically and expressly understood that the indemnification provided herein constitutes Hood Canal Adventures' 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. 47. UTILITIES FOR THE BUILDING. The County shall have the right to run utility lines, pipes, roof drainage pipes, conduit, wire, ductwork, or sprinkler systems where necessary, through, in or beneath the Leased Premises and to maintain the same in a manner which does not unduly interfere with Hood Canal Adventures' use of the Leased Premises. 48. NOISE MITIGATION. Hood Canal Adventures shall ensure that noise and sounds from the Leased Premises cannot be heard in the Common Areas or in other Hood Canal Adventuress' suites including noise transmission through demising walls to adjacent Hood Canal Adventures spaces. If necessary, Hood Canal Adventures shall complete necessary noise mitigation or sound deadening efforts including the installation of noise mitigation walls, additional insulation,or other such materials. It shall be at Hood Canal Adventures' sole cost to comply with this provision. It shall remain Hood Canal Adventures' n sounds produced in or about the Leased Premises responsibility to ensure that noise and P Y are not of a sufficient volume to disturb other tenants, their employees, guests, contractors, or providers. The County shall have the right to offset any Construction Allowance or any AMENDED LEASE BETWEEN JEFFERSON COUNTY AND HOOD CANAL ADVENTURES 9/9/2021 Page 19 of 25 DocuSign Envelope ID:77A3EE5E-6B07-440B-8C62-F892AD235BA9 other such sums due to Hood Canal Adventures for any work the County completes after Hood Canal Adventures fails to comply with this paragraph. Should Hood Canal Adventures fail to mitigate noise transmission, after notice from the County that noise mitigation is required,Hood Canal Adventures' failure to mitigate noise will be considered a material default. 49. 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 Hood Canal Adventures shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. c. Failure of Hood Canal Adventures to take out or maintain any required insurance shall not relieve Hood Canal Adventures 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. Hood Canal Adventures' 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 Hood Canal Adventures' 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 Hood Canal Adventures' insurance policies shall be assumed by and be at the sole risk of Hood Canal Adventures. 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 Hood Canal Adventures until Hood Canal Adventures 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 Hood Canal Adventures shall provide to comply with this Lease. i. The County may, upon Hood Canal Adventures' failure to comply with all provisions of this Lease relating to insurance, withhold payment or compensation that would otherwise be due to Hood Canal Adventures. AMENDED LEASE BETWEEN JEFFERSON COUNTY AND HOOD CANAL ADVENTURES 9/9/2021 Page 20 of 25 DocuSign Envelope ID:77A3EE5E-6B07-440B-8C62-F892AD235BA9 j. Hood Canal Adventures shall provide a copy of all insurance policies specified in this Lease. k. Written notice of cancellation or change in Hood Canal Adventures' 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. 1. Hood Canal Adventures' 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. Hood Canal Adventures' 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. Hood Canal Adventures 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. Hood Canal Adventures 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. Hood Canal Adventures 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. Hood Canal Adventures 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 AMENDED LEASE BETWEEN JEFFERSON COUNTY AND HOOD CANAL ADVENTURES 9/9/2021 Page 21 of 25 DocuSign Envelope ID:77A3EE5E-6B07-440B-8C62-F892AD235BA9 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 Hood Canal Adventures 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 Hood Canal Adventures refers to an endorsement (by number or name)but does not provide the full text of that endorsement,then it shall be the obligation of Hood Canal Adventures to obtain the full text of that endorsement and forward that full text to the County. 50. REQUIRED LEASEE INSURANCE COVERAGES. Hood Canal Adventures shall obtain and keep in force during the Term of this Lease, policies of insurance as follows: a. Hood Canal Adventures shall obtain and keep in force during the Term of this Lease, 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 AMENDED LEASE BETWEEN JEFFERSON COUNTY AND HOOD CANAL ADVENTURES 9/9/2021 Page 22 of 25 DocuSign Envelope ID:77A3EE5E-6B07-440B-8C62-F892AD235BA9 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. 51. 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. 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. 52. NO ASSIGNMENT. Without the prior, express, and written consent of the County,Hood Canal Adventures 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. 53. NO BULK SALE OF GOODS. No bulk sale of goods and assets of Hood Canal Adventures may take place without first obtaining the written consent of the County,which consent shall not be unreasonably withheld so long as Hood Canal Adventures and the purchaser are able to provide the County with assurances, in a form satisfactory to the County, that Hood Canal Adventures' 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. 54. 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. 55. MATERIAL TERMS. For the avoidance of doubt, all terms, conditions, and representations of this Lease are material terms. 56. TIME IS OF THE ESSENCE. Time is of the essence in this Lease. 57. 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. 58. REPRESENTATIONS. The Parties shall represent to each other that each party has the necessary authority to enter into the transaction contemplated by this Lease. AMENDED LEASE BETWEEN JEFFERSON COUNTY AND HOOD CANAL ADVENTURES 9/9/2021 Page 23 of 25 DocuSign Envelope ID:77A3EE5E-6B07-440B-8C62-F892AD235BA9 59. ADDRESSES FOR NOTICE. a. The address for service of Hood Canal Adventures is the Leased Premises during this tenancy, and P.O. Boz 11, Brinnon, WA 98320 after this tenancy is terminated. The phone number of Hood Canal Adventures is (360) 301-6310; 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) 385-0890. END OF LEASE—SIGNTURES FOLLOW ON NEXT PAGE AMENDED LEASE BETWEEN JEFFERSON COUNTY AND HOOD CANAL ADVENTURES 9/9/2021 Page 24 of 25 DocuSign Envelope ID:77A3EE5E-6B07-440B-8C62-F892AD235BA9 JEFFERSON COUNTY WASHINGTON HOOD CANAL ADVENTURES Board of County Commissioners Jefferson County, Washington DecuSiyned by: B (L riSEsu. . Math wi 17/2021 By. y' `-3B929FFE339744C... Kate Dean, Chair Date Christina Maloney, Date CEO By: Greg Brotherton, Commissioner Date By: Heidi Eisenhour, Commissioner Date SEAL: ATTEST: Carolyn Galloway Date Clerk of the Board Approved as to form only: t At 14 September 17, 2021 Philip C. Hunsucker Date Chief Civil Deputy Prosecuting Attorney AMENDED LEASE BETWEEN JEFFERSON COUNTY AND HOOD CANAL ADVENTURES 9/9/2021 Page 25 of 25