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HomeMy WebLinkAboutWORKSHOP re: Proposed Caswell Brown Lease JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS REGULAR AGENDA REQUEST TO: Board of County Commissioners FROM: Mark McCauley, County Administrator DATE: August 1, 2022 SUBJECT: Workshop: Regarding a lease with an option to purchase between Jefferson County and Olympic Community Action Programs (OlyCAP) for the Caswell-Brown Village Site STATEMENT OF ISSUE: In September 2021,Jefferson County entered into a Professional Services Agreement(PSA)with OlyCAP to manage properties acquired by the County for the purpose of relocating the unhoused population then residing at the County Fairgrounds site. Since then, OlyCAP has exerted much effort under the PSA to provide for the unhoused population first by creating an emergency site on the property(Phase 1) and thereafter creating a longer-term solution (Phase 2). A Phase 3 is planned, and OlyCAP plans to apply for a grant with the Washington Department of Commerce for funding for construction of Phase 3. To secure the grant from the Department of Commerce, OlyCAP must have control of the site for at least forty(40)years. Staff believes that a lease for at least 40 years with an option to purchase for ten(10) years is a desirable option to pursue. However, many questions remain and given that OlyCAP needs to have secured site control by the end of August 2022, a workshop with the Board of County Commissioners is required. ANALYSIS: A draft lease agreement with an option to purchase has been prepared. Document needs to be revised using guidance from the Board which staff hopes will be provided during the workshop. FISCAL IMPACT: This request has no fiscal impact. RECOMMENDATION: That the Board of County Commissioners conduct the workshop, ask questions and provide guidance to staff to use in crafting a revised document. RE WE BY: i-/A?/2, Mark McCau , County Administrator Date DRAFT OF 7/28/2022 3:00PM LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTY AND OLYPIC COMMUNITY ACTION PROGRAMS This Lease and Option to Purchase Certain Real Property is made between Jefferson County, a municipal corporationunder the laws of the State of Washington (“County”)and Olympic Community Action Programs, a 501c.3. corporation(UBI Number:600 443 619, “OlyCAP”)(collectively “Parties”). The Partiesagree: 1.PROPERTY.The legal description for the Property follows: That portion of the following described property lying Easterly of the right of way for State Highway S.R. 20: Beginning at the Northeast corner or the Northwest ¼ of Section 16, Township 30 North, Range 1 West, W.M., thence South 1251 feet; thence West 1387 feet; thence North 1251 feet; thence East 1387 feet to the point of beginning; TOGETHERWITH that portion of the former Chicago, Milwaukee, St. Paul and Pacific Railroad Company’s Railroad right-of-way as awarded to Marie Workman by orderof Judgement enter in Jefferson County Superior Court Cause No. 87-2-00257-7. EXCEPT portion lying Northeasterly of the Southwesterly right of way line for Glen Cove Road, (aka Mill Road). Situate in the County of Jefferson, State of Washington. Also known as Assessor tax parcel 001162001. 2.LESSEE.TheLessee is OlyCAP,2120 Sims Way, Port Townsend, WA 98368. 3.LESSOR.The Lessor isJefferson County,Washington, P.O. Box 1220, Port Townsend, WA 98368. 4.DEFINITIONS.When used in this Lease, these words and phraseshave the meanings stated below: a.“AdditionalRent”means all amounts payable by OlyCAPunder 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 10.a. LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 1of 38 DRAFT OF 7/28/2022 3:00PM c.“County”means Jefferson County, Washington amunicipal corporation. d.“Effective Date” means the Effective Date in Section 21. e.“Emergency shelter”means a facility that provides a temporary shelter for individuals or families who are currently homeless. An emergency shelter may not require occupants to enter into a lease or an occupancy agreement. Emergency shelter facilities may include day and warming centers that do not provide overnight accommodations. f.“Environmental Law”means any law or regulation relating to health, pollution, or protection of the environment,including but not limited to Hazardous Substances, whether federal, state or local. 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, including but not limited to: (i) petroleum; (ii) asbestos; (iii) designated as a “hazardous substance”under 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”under 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”under 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. h.“JCC”means the Jefferson County Code, asexists now or may be amended. i.“Lease”means this Lease and Option to Purchase Certain Real Property. j.“Leased Premises”means theportion of the Propertydescribed in Section 5of this Leaseas the Leased Premises. k.“Management Agreement” means the agreement dated September 10, 2021 between the Parties for OlyCAP to operate temporary facilities for emergency shelter for Unhoused Personsand any amendments to the ManagementAgreement. l.“OlyCAP”means the Lessee in Section 2. m.“Parties”means theCounty and OlyCAP. n.“Party”means one of the Parties. o.“Permanent supportive housing”meanssubsidized, leased housing with no limit on length of stay that prioritizes people who need comprehensive support services to retain tenancy and utilizes admissions practices designed to use lower barriers to entry than LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 2of 38 DRAFT OF 7/28/2022 3:00PM would be typical for other subsidized or unsubsidized rental housing, especially related to rental history, criminal history, and personal behaviors. Permanent supportive housing is paired with on-site or off-site voluntary services designed to support a person living with a complex and disabling behavioral health or physical health condition who was experiencing homelessness or was at imminent risk of homelessness prior to moving into housing to retain their housing and be a successful tenant in a housing arrangement, improve the resident’s health status, and connect the resident of the housing with community-based health care, treatment, or employment services. Permanent supportive housing is subject to all of the rights and responsibilities defined 1 in chapter 59.18RCW. p.“Permitted Uses”means the permitted and prohibited uses in Section 7of this Lease. q.“Property”means the property described in Section 1of this Lease. r.“Purpose of this Lease” means the purpose described in Section 6of this Lease. s.“Rent”means the total of Base Rent and Additional Rent. t.“RCW”means the Revised Code of Washington, asexists now or may be amended. u.“Rights-of-Way for Public Roads”means land, property or property interest, such as an easement, usually in a strip, as well as bridges, trestles or other structures dedicated to or otherwise acquired by the county for public motor vehicle transportation purposes, including, but not limited to, roads, streets, avenues and alleys, whether or not opened, improved or maintained for public motor vehicle transportation purposes. v.“Termof this Lease”means the termof this Leasedescribed in Section 8of this Lease. w.“Transitional housing”means afacilitythat provides housing and supportive services to unhoused personsor unhoused families for up to two years and that has as its primary purpose facilitating the movement of homeless persons and families into independent 2 livingand permanent housing. x.“U.S.C”means the United StatesCode, asexists now or may be amended. y.“Unhoused Person” meansa person who meets the definition of a homeless person in 34 RCW 36.70A.030(19)or 42 U.S. Code § 11302. z.“WAC”means the Washington AdministrativeCode, asexists now or may be amended. 1 This is the definition from RCW 36.70A.030(19). 2 This definitionwas adapted from RCW 84.36.043(2)(c)and WAC458-16-320(2)(e).Added to define new language in Section 6. 3 This is the Washington State definition of homeless person. 4 This is the federal definition of homeless person. LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 3of 38 DRAFT OF 7/28/2022 3:00PM 5.LEASED PREMISES. a.The Leased Premises at the Propertyare the approximately 21.81 acres of unoccupied landsoutheast of the intersection of State Highway S.R. 20 and Mill Road,exceptthe land occupied by the Larry Scott Trail and the andRight-of-Way forPublic Roads abutting the Leased Premises.The Leased Premises are shown on the diagram attached asExhibit 1. b.While OlyCAP, or an assignee or subtenant approved by the County, is using and occupying the Leased Premises for the Permitted Usesand is not in default under this Lease, the Countyagrees not to lease the Leased Premisesto any other person. c.The Leased Premises are provided to OlyCAPwith any fixtures, chattels or leasehold improvementsthat exist at the Leased Premises on the Effective Date. d.The County reserves the right for itself and for all persons authorized by it, to inspect the Leased Premises, and such entry shallnot be an interference withOlyCAP’s possession under this Lease. 6.PURPOSE OF THISLEASE. OlyCAPhas been performing the activities since September 10, 2021 required under the Management Agreement. The Leased Premises are leased to OlyCAP to take control of the Leased 5 Premises solely for OlyCAP to develop or operate facilities for an emergency shelter,transitional 67 housingand permanentsupportivehousingforUnhousedPersonsat the Leased Premisesas described in Phases 1-3 of the Management Agreement and which may include but is not limited toprovidingshelter,utilities, security fencing, parking, sanitary facilities, shower facilities,kitchen 8 facilities, and community spaces. 7.PERMITTED AND PROHIBITED USES. a.Subject to all the terms and conditionsof this Lease, OlyCAPshall be permitted entitled to the exclusive use to use of the Leased Premises for the Purpose ofthis Lease. b.OlyCAPshallat all times during the Term of this Leasecomply with Chapter 8.70JCC, the County’s noise ordinanceand shall not create or allow for the creation of anuisance as defined in JCC 19.10.015(36)at the Leased Premises. c.Parking at the Leased Premisesisat OlyCAP’sown risk. 5 Defined above. 6 Defined above. 7 Defined above. 8 Korbie to provide Department of Commerce language from its standard easement document for possible modification of Section 6. LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 4of 38 DRAFT OF 7/28/2022 3:00PM d.Nodogs that have been declared dangerous or potentially dangerous underChapter 6.07JCCand no livestock,as defined in JCC 6.07.020(22),may be kept in or about the Leased Premises. 8.TERMOF THIS LEASE. This Lease shall terminate 42yearsafter the Effective Date. 9.OPTION TO PURCHASE. a.OlyCAP May Purchase the Leased Premises.The County agrees in advance to selling the Leased Premisesshould OlyCAP offer to purchase the Leased Premiseson the terms and conditionsin this Section 9. b.No Cost forOption to Purchase. This Option to Purchaseis part of the consideration for this Lease andcomes at no cost to OlyCAP. c.Leased Premises. The Leased Premises are the same as defined in Section 5.a. d.Buyer. The Buyer shall be OlyCAP. e.Seller. The Seller shall be the County. f.Purchase Price. At Closing, OlyCAP shall pay the County a mutually agreed sum established at least 90 days before Closing. If the Parties cannot agree on a price within 60 days before Closing, then theprice shall be established through an appraisal performed by a MAI certified appraiserfor the land only and not the improvements existing at Closing. g.Closing Defined. Closing meansthe date on which all documents are recorded, and the sales proceeds are available for disbursementto complete the purchase of the Leased Premises under this Option to Purchase. h.Closing Agent. First American Title Company, 2424 S. Park Ave., Port Townsend, WA 98368, (360) 385-1322 shall act as Closing Agent, unless the Partiesagree in writing otherwise. i.Instructions and Standard Escrow Provisions. This Option to Purchaseconstitutes not only an option topurchase the Leased Premisesbetween OlyCAP and the County, but also instructions to the Closing Agent for consummating the purchase through the escrow. The Closing Agent shall prepare no further escrow instructions restating or amending this Option to Purchase,unless specifically so instructed by the Parties. Subject to the reasonable approval ofthe Parties, the Closing Agent may include its standard general escrow provisions. j.Closing Date.Closing shall occur before the end of the Term of this Lease.The Closing shall occur on the Closing dateset by the Closing Agentor as soon thereafter as the escrow is in condition for Closing; provided, however, that if the Closing does LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 5of 38 DRAFT OF 7/28/2022 3:00PM not occur by the Closing dateset by the Closing Agentand the dateis not extended by mutual instructions of the other Party and the Closing Agent, in writing, that unless the Closing occurs within 5 business days following said notice, the escrow shall be deemed terminated without further notice or instructions.Exceptas otherwise provided in this Option to Purchase, the termination of escrow shall not relieve or release OlyCAP from its obligation to pay all Closing costsor constitute a waiver, release or discharge of any breach or default that has occurred in the performance of the obligations, agreements, covenants or warranties. k.Closing Location. Closing shall occur atthe offices of the Closing Agent, unless the Partiesagree in writing otherwise. l.Escrow.The Closing Agent is authorized and instructed to conduct the escrow under this Option to Purchase, applicable law and custom and practice of the community in which the Closing Agent is located, including any reporting requirements of the Internal Revenue Code.OlyCAP and the County shall deposit with the ClosingAgent all instruments, monies, and other documents reasonably required to complete Closing the transaction under this Option to Purchase.The ClosingAgent shall verify that all ofthe contingencies described in this Agreement have been satisfied or waived before Closing.Subject to satisfaction of the contingencies described in this Option to Purchase, the Closing Agent shall close the escrow by recording a statutory warranty deed, the Deed Restriction Covenant Agreement, and the other documents required to be recorded, and by disbursing any funds and documents under this Option to Purchase.If this transaction is terminated for non-satisfaction and non-waiver of a contingency, then neither Partyshall thereafter have any liability to the other under this Agreement, except for a breach of any affirmative covenant or warranty in this Agreement. In the event of such termination, the Closing Agent promptly shall refund all funds deposited by OlyCAP with the Closing Agent, less only the Closing Agent cancellation fees and costs, all of which shall be OlyCAP’s obligation. If this transaction is terminated because of the County’s breach of this Option to Purchase then OlyCAP shall be promptly refunded all funds deposited by OlyCAP with the Closing Agent and thecancellation fees and costs. m.Further Documents and Assurances. The Parties shall each, diligently and in good faith, undertake all actions and procedures reasonably required to place the escrow in condition for Closing as and when required by this Optionto Purchase. The Parties agree to provide all further information, and to execute and deliver all further documents, reasonably required by the Closing Agent. n.Closing Costs. OlyCAP shall pay all closing costs, including but not limited to the Closing Agent’s charges,recording fees and any required documentary transfer taxes. OlyCAP also shall pay the premium for a standard coverage owner’s or joint protection policy of title insurance. o.Conveyance of Title. At Closing, the County shall convey to OlyCAP feesimple title to the Leased Premisesby duly executed and acknowledged statutory warranty deed, LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 6of 38 DRAFT OF 7/28/2022 3:00PM free and clear of all defects and encumbrances, except any defects or encumbrances explicitly approved by OlyCAP. p.Possession and Occupancy. OlyCAP shall be entitled to possessionand occupancy of the Leased Premises on the date of Closing. q.Sale Is “As Is.” OlyCAP agrees that the Leased Premisesis sold and conveyed to, and accepted by, OlyCAP in an “as is” condition with all faults. r.Indemnity. The Parties agree that the Indemnity provision in Section 42of the Lease and Option to Purchase Certain Real Property applies to this Option to Purchase and shall survive Closing. s.Investigation. OlyCAPhas operated at the Leased Premises since it entered into the Management Agreement on September 10, 2021. Before OlyCAP operated under the Management Agreement at the Leased Premises, the Property was unused land.The Parties acknowledge that, except as otherwise stated in the Lease and Option to Purchase Certain Property, no representations, inducements, promises, agreements, assurances, oral or written, about the Property, or any aspect of the occupational safety and health laws, Environmental Law, or any other act, ordinance or law, have been made by either Party, or relied upon by either Party. OlyCAP accepts the Leased Premisessolely upon the basis of its own investigation, review and determination of the applicability and effect of such laws orregulations.OlyCAP assumes the risk that adverse physical and environmental conditions may not have been revealed by OlyCAP’s own investigation. t.OlyCAP’s Waiver of Claims. OlyCAP waives, releases, remises, acquits, and forever discharges the County, the County’s predecessors in title, successors, employees, agents, or any other person acting on behalf of the County, of and from any claims, actions, causes of action, demands, rights, damages, costs, expenses or compensation, direct or indirect, known or unknown, foreseen or unforeseen, which OlyCAP now has or which may arise on the account of or growing out of or connected with the physical or environmental condition of the Property when the Lease andOption to PurchaseCertain Real Propertywas executedand to the extent the same are not known to the County. u.Covenant Restricting the Use of the Leased Premises.OlyCAP shall grant the County a covenant restricting the use of the Leased Premises to the purpose in Section 6of the Lease and Option to Purchase Certain Real Property for not less than 42yearsfrom Closing in substantially the same form as the “Deed Restriction Covenant Agreement,” which is attached as Exhibit 2. v.Easement for the Larry Scott Trail. OlyCAP shall grant to the County an easement in perpetuity for continued use of the Larry Scott Trail in substantially the same form as the “Larry Scott Trail Easement,” which is attached as Exhibit 3. LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 7of 38 DRAFT OF 7/28/2022 3:00PM w.Countyor StateRightsof Way. OlyCAP acknowledges allRights-of-Way for Public 9 Roadsabutting the Leased Premises. x.Title Search Contingency. At Closing, OlyCAP shall provide the County with a title search for the Leased Premises performed by the Closing Agent. y.Term of Option to Purchase.This option to purchase must be exercised within 10 years of the Effective Date of this Lease. This option to purchase may be extended up to 4 times, provided OlyCAP gives written notice to extend the Option to Purchase at least 30 days prior to the end of a 10-year option period. 10.RENT. a.Base Rent.Subject to terms and conditionsof this Lease, OlyCAPshallpay an annual base rent often dollars ($10.00). b.Additional Rent. In addition tothe Base Rent, OlyCAPshallpay as Additional Rent any amount the County must pay fromfees or taxes arising from OlyCAP’sactivities. c.Payment of Rent. OlyCAPshall pay the Base Rent to the Jefferson County Treasurer at PO Box 1220,Port Townsend,WA 98368, or at such other place as the County may later designate. d.Late Payment Charge. OlyCAPshallbe charged as Additional Rent $1.00 if the Base st Rent is not paid by the October 1due date. e.No Waiver by County by Accepting Less than Full Payment of Rent. No acceptance by the County of any amount less than the full Base Rent and any Additional Rent owed will be taken to operate as a waiver bythe County for the full Rent or to defeat or affect the rights and remedies of the County to pursue the full Rent. 11.PARKING.OlyCAPemployees and residentsmay park on the Leased Premisesin parking areas identified by OlyCAP. 12.QUIET ENJOYMENT.The County covenants that on paying the Rent and performing the covenants in this Lease, OlyCAPshallpeacefully and quietly have, hold, and enjoy the Leased Premises for the Term of this Lease. 13.OVERHOLDING.If OlyCAPcontinues to occupy the Leased Premiseswithout the written consent of the County after the expiration or other termination of the Term of this Leasewith no further written agreement, a new tenancy from month to month shallbe created between the County and OlyCAP,subject to all the terms and conditionsof this Lease,with a minimum monthly rental equal to twice the Base Rent and subject always to the other provisions of this Lease insofar as the same apply to a month-to-month tenancy 9 Defined above. LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 8of 38 DRAFT OF 7/28/2022 3:00PM and a tenancy from year to year shallnot becreated by implication of law.The new tenancy shallbe terminable upon either Partygiving 30-days writtennotice to the other Party. 14.INSPECTIONS AND LANDLORD’S RIGHT TO ENTER. a.During the Term of this Leaseand anyextension or renewal of this Lease, the County and its agents may enter the Leased Premises to inspect at all reasonable times. However, unless the County or its agents consider it is an emergency, the County must have given not less than 24 hours priorwritten notice to OlyCAP. b.OlyCAPacknowledges that the County or its agent may 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 thetermination of the terms and conditionsof this Lease, place upon the Leased Premises the usual notice to the effect that the Leased Premises are for Rentor Sale, which notice OlyCAPshallpermit to remain on them. c.The County may inspect OlyCAP’sworkonthe Leased Premises and OlyCAP’s records relating to that workduring 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 of this Leasebecoming forfeited and void, this Lease relating to the consequences of terminationshallsurvive; b.The County may use such reasonable force as it may deem necessary to gain admittance to and retaking possession of the Leased Premises and OlyCAPreleases the County from all actions, proceedings, claims and demands for and regarding any such forcible entry or any loss or damage in connection therewith or consequential; c.The County may expel and remove, forciblyOlyCAP, those claiming under OlyCAP and their effects, as allowed by law, without being taken or deemed guilty of any manner of trespass; d.Ifthe County has removed anyproperty of OlyCAP, the County may store such property in a public warehouse or at a place selected by the County, at the expense of OlyCAP. If the County determines in its sole discretionit 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 fundstowards any indebtedness of OlyCAP to the County. The County shallnot be responsible to OlyCAPfor the disposal of such property other than to provide any balance of the proceeds to OlyCAPafter paying any storage costs and any amounts owed by OlyCAPto 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 of this Lease LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 9of 38 DRAFT OF 7/28/2022 3:00PM 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 OlyCAP, and, if necessary to collect the rents and profits the receiver may carry on the business of OlyCAPand take possession of the personal property used in the business of OlyCAP, including inventory, trade fixtures, and furnishings, and use them in the business without compensating OlyCAP; g.After reentry, the County may terminate this Leaseon giving 5 days’written notice of termination to OlyCAP. Without this notice, reentry of the Leased Premises by the County or its agents shallnot terminate this Lease; h.OlyCAPshallpay to the County on demand: i.AllRent, Additional Rent and other amounts payable under this Lease up to the time of reentry or termination, whichever is later;and, ii.Reasonable expenses as the County incurs or has incurred in connection with the reentering, terminating, reletting, collecting sums due by OlyCAP, 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. 16.DEFAULT. a.If OlyCAPis in default in the payment of any money, whether reserved or deemed as any part of the Rentor Additional Rent, and such default continues following any specific due date on which OlyCAPis to make such payment, or absent such specific due date, for the 30 days following written notice by the County requiring OlyCAPto pay the same then, at the option of the County, this Lease may be terminated upon 15- days’noticeand the Term of this Leaseshallthen 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 in this Lease or in any statute or law to the contrary notwithstanding. b.Unless otherwise provided for in this Lease, if OlyCAPdoes 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 OlyCAPand persists in such default, after 30 days following written notice from the County requiring that OlyCAPremedy, correct or comply or, in the case of such default which would reasonably require more than 30 days to rectify, unless OlyCAPshallcommence rectification within the said 30days’noticeperiod 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 30days’noticeand the Term of this Leaseshallthen immediately become forfeited and void, and the County may without further notice or any form of legal process LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 10of 38 DRAFT OF 7/28/2022 3:00PM 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 in this Lease or in any statute or law to the contrary notwithstanding. c.If and whenever: i.OlyCAP’sleasehold interest, or any goods, chattels or equipment of OlyCAPin the Leased Premises shallbe taken or seized in execution or attachment, or if any writ of execution shallissue against OlyCAPor OlyCAPwill 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 shallbe appointed for the affairs, business, property or revenues of OlyCAP; or, ii.OlyCAPfails to commence, diligently pursue and complete OlyCAP’swork 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 not 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 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 of this Leaseshallthen 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 in this Lease or in any statute or law to the contrary notwithstanding. d.Ifthe County has terminated this Leaseunder this Section16, on the expiration of the time fixed in the noticethis Lease and the right, title, and interest of OlyCAPunder this Lease shallterminate in the same manner and with the same force and effect, except as to OlyCAP’sliability, as if the date fixed in the notice of cancellation and termination were the end of this Lease. e.If OlyCAPis declared bankrupt or insolvent according to law; or, if any assignment shall be made of OlyCAP’sproperty for the benefit ofcreditors, then OlyCAPshall be in default of this Lease. 17.DISTRESS. a.If and whenever OlyCAPis in default in payment of any money, whether 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 OlyCAP’sgoods, chattels and equipment from the Leased Premises or seize, remove and sell any goods, chattels and equipment at any place to which OlyCAPor any other LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 11of 38 DRAFT OF 7/28/2022 3:00PM person may have removed them, as ifthey had remained and been distrained upon the Leased Premises, all notwithstanding any rule of law or equity to the contrary. b.OlyCAPknowingly waives and renounces the benefit of any present or future statute or law limiting or eliminating the County’s right of distress. 18.IMPROVEMENTS.Improvements to the Leased Premisesafter the Effective Date must be consistent with the Purpose of this Leaseand after final permitting.OlyCAP shall solicit and consider comments from the County about the design of any improvements. 19.LANDLORD CHATTELS.The County will supply no chattels. 20.ABANDONMENT BY OLYCAP. a.If during the Termof thisLease, OlyCAPabandons the Leased Premisesor any part of the Leased Premises, the County may, at its option, enter the Leased Premisesby any means without being liable for any prosecution for such entering, and without becoming liable to OlyCAPfor damages or for any payment of any kind whatever, and may, at the County’s discretion, as agent for OlyCAP, 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 allRentpayable by such re-renting, and, at the County’s option, hold OlyCAPliable for any difference between the Rentthat would have been payable under this Leaseduring the balance of the unexpired term, if this Leasehad continued in force, and the netRentfor such period realized by the County with the re- renting. b.If the County’s right of reentry is exercised following abandonment of the Leased PremisesbyOlyCAP, then the County may consider any personal property belonging to OlyCAPand left on the Leased Premisesto also have been abandoned, in which case the County may dispose of all such personal property the County shalldeem proper and is relieved of all liability. 21.EFFECTIVE DATE. The Effective Date of this Lease is the date the last Partysigns this Lease. 22.COMMISSIONER APPROVAL CONTINGENCY. This Leaseis contingent upon written approval by the Jefferson County Board of Commissioners. 23.TERMINATION. Either Partyfor cause upon 90-days written notice may terminate this Lease. LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 12of 38 DRAFT OF 7/28/2022 3:00PM 24.SUBORDINANTION AND ATTORNMENT. a.This Lease and OlyCAP’srights under this Lease shallautomatically 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 Leased Premisesor any part of the Leased Premises, as now or later constituted, and to all advances made or afterwards made upon such security; and, upon the request of the County, OlyCAP shallexecute such documentation as reasonably may be required by the County to confirm and evidence such subordination. b.OlyCAPshall,if any proceedings are brought, whether in foreclosure or by way of exercising the power of sale or otherwise, under any other mortgage or other method of financing or refinancing made by the County regarding any portion of any structure on the Leased Premises, 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 OlyCAP, the County agrees to request any mortgagee or encumbrancer of the Property(present or future) to enter into a non-disturbance covenant for OlyCAP, whereby such mortgagee or encumbrancer shallagree not to disturb OlyCAPin its possession and enjoyment of the Leased Premises for so long as OlyCAPis 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 landor any part of the land,OlyCAPshall, within ten (10) days of the request, execute and deliver an estoppel certificate or other form of certified acknowledgement as to the Term of this Lease, the status and the validity of this Lease, the state of the rental account for this Lease, any incurred defaults bythe County alleged by OlyCAP, and such other information as may reasonably be required. 26.LIENS. a.OlyCAPshallimmediately 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 Leased Premises, 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 OlyCAP. b.Without limiting the obligations of OlyCAP, the County may cause the same to be removed, in which case OlyCAPshallpay to the County as Additional Rent, such cost including the County’s legal costsand reasonable attorney’s fees. 27.CONDITIONS AND ACCPETANCE OF LEASED PREMISES.OlyCAPaccepts the Leased Premises in its current condition and acknowledges that the Leased Premises is in good order and repair.By occupying the Leased Premises, OlyCAPconclusively shall be deemed to have accepted the Leased Premises as in the condition required by this Lease. LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 13of 38 DRAFT OF 7/28/2022 3:00PM 28.LESSEE’S ALTERATIONS, DAMAGES, AND WASTE. a.When it becomes (or, acting reasonably, should have become) aware of same, OlyCAP shallnotify the County of any damage to or deficiency or defect in any part of the Leased Premises. b.OlyCAPcovenants 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 OlyCAPshall repair the Leased Premises according to notice in writing received from the County, subject to the County’s repair obligations. c.When seeking any approval of the County for OlyCAPrepairs as required in this Lease, OlyCAPshall present to the County plans and specifications of the proposed work which shall be subject to the prior approval ofthe County, not to be unreasonably withheld or delayed. d.OlyCAPshall promptly pay all contractors, material suppliers and workmen to minimize the possibility of a lien attaching to the Leased Premises.Should any claim of lien be made or filed OlyCAPshall promptly cause the same to be discharged. e.If OlyCAPrefuses 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 OlyCAPfor any loss or damage that may occur to OlyCAP’smerchandise, fixtures or other property or to OlyCAP’sbusiness by such reason, and upon such completion, OlyCAPshall 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. f.OlyCAPagrees toreimburse the Countyfor damages caused to the Leased Premisesor the Leased Premises by the negligence of its employees, patronsandagents, but in no event shall thisparagraph be construed as diminishing the Lessor’s dutyto make repairs as set forthin preceding paragraphs of this Lease, or as making Lesseeresponsible for the repair of normal wear and tear. 29.EMINENT DOMAIN AND EXPROPRIATION. a.If during the Termof this Lease, title is taken to the whole or any part of the Leased Premisesby 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 property, the County may at its option, terminate this Leaseon the date possession is taken by or on behalf of such authority. b.Upon suchtaking,OlyCAPshallimmediately deliver up possession of the Leased Premises. c.In the event of any such taking, OlyCAPshallhave no claim upon the County for the value of its property or the unexpired portion of the Termof this Lease, but the Parties LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 14of 38 DRAFT OF 7/28/2022 3:00PM shalleach be entitled to separately advance their claims for compensation for losing their respective interests and to receive and retain such compensation as awarded to each respectively. d.If an award of compensation made to the County specifically includesan award for OlyCAP, the County shallaccount for that award to OlyCAPand vice versa. 30.CONDEMNATION. a.A condemnation of the OlyCAPimprovements or any portion of the Leased Premises shallresult in termination of this Lease. b.The County shallreceive the total of any consequential damages awarded because of the condemnation proceedings. c.In the event of any such condemnation, OlyCAPshallhave no claim upon the County for the value of its property or the unexpired portion of the Termof this Lease, but the Partiesshalleach be entitled to separately advance their claims for compensation for losing their respective interests and to receive and retain such compensation as awarded to each respectively. d.If an award of compensation made to the County specifically includes an award for OlyCAP, the County shallaccount for that award to OlyCAPand vice versa. 31.CARE AND USE OF LEASED PREMISES. a.OlyCAPshall maintain at all timesduring the Term of this Lease, 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.OlyCAPshall dispose of anytrashat the Leased Premisesin a timely, tidy, proper,and sanitary manner. c.OlyCAPshall not engage in or permit any illegal trade or activity on or about the Leased Premises. d.OlyCAPshall comply with standards of health, sanitation, fire, housing,and safety as required by law. 32.RULES AND REGULATIONS. In consultation with the County, OlyCAP shall develop rules and regulations for any person residingat the Leased Premises and shall enforce them. 33.SURRENDER THE LEASED PREMISESAT THE END OF THE TERM OF THIS LEASE. LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 15of 38 DRAFT OF 7/28/2022 3:00PM a.OlyCAPcovenants 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 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 shallbecome the absolute property of the County,unless the County requires removal of such items. c.If OlyCAPabandons the Leased Premises or if this Lease is terminated before the proper expiration of the Term of this Leasedue to a default on the part of OlyCAPthen as of the moment of default of OlyCAPall trade fixtures and furnishings of OlyCAP (whether or not attached 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 OlyCAPand as liquidated damages regarding 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, OlyCAPshall immediately remove all or part of the same and shallmake good any damage caused to the Leased Premises resulting from the installation or removal of such fixtures, all at OlyCAP’sexpense, should the County so require by notice to OlyCAP. e.If OlyCAP, after receipt of such notice from the County, fails to promptly remove any trade fixtures, furnishings, alterations, improvements and fixtures under 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 with no liability and at the expense of OlyCAP, which expense shall immediately be paid by OlyCAPto the County. f.OlyCAP’sobligation to observe or perform the covenants in this Leaseshallsurvive the expiration or other termination of the Term of this Lease. 34.HAZARDOUS SUBSTANCES. a.OlyCAPshall not keep or allow others to keep any Hazardous Substances at the Leased Premises. b.OlyCAPrepresents and warrants it shallduring the Termof this Leaseconduct its operations on the Leased Premisesin compliance with all applicable Environmental Laws. c.If during or after the Termof this Lease, the Leased Premisesis found to be contaminated by any Hazardous Substance, OlyCAPshall defend, indemnify, and hold LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 16of 38 DRAFT OF 7/28/2022 3:00PM harmless the County for any investigation orthe remediation of such contaminationto the satisfaction of a lead regulatory agencyand for the defense and indemnity of the Countyfor any claims made related to the presence ofany Hazardous Substance at the Leased Premisesunderthe indemnity provision in this Lease. 35.DISASTER.Ifthe Leased Premises are destroyed or injured by fire,earthquake or other casualty to render the premises unfit for occupancy, and theCountyneglects or refuses to restore the LeasedPremises to their former condition, then OlyCAPmay terminate this Lease and shall be reimbursed for any Rent paid. If the LeasedPremises are partially destroyed by fire,earthquake or other casualty, the Rent shall be Abatedfrom the time of occurrence ofsuch destruction or injury until the Leased Premises are again restored to their former condition,and any Rentpaid by OlyCAPduring the period of Abatementshall be credited upon thenext installment(s) of Rent to be paid. 36.REMEDIES CUMULATIVE.No reference to or exercise of any specific right or remedy by either Partywill prejudice or preclude either Partyfrom any other remedy whether allowed at law or in equity or provided for in this Lease.No such remedy will be exclusive or dependent upon any other such remedy, but each Partymay occasionally exercise any one or more of such remedies independently or in combination. 37.PERFORMANCE UPON DEFAULT.If either Party fails to observe, perform or keep the provisions ofthis Leaseto 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 shallnot be obliged to, at its discretion and without prejudice, rectify the default of that Party. Each Partymay entertheLeased Premisesto correct or remedy any default of the other Party and to remain until the default has been corrected or remedied; however, any expenditure by such Partyincurredin any correction of a default of the other Partywill 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 Leasein the case ofany default. 38.CONTROLLING LAW.It is understood andagreed that this Leaseis entered into in the State of Washington.This Leaseshall be governed by and construed under 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 whollywithin Jefferson County, Washington between Jefferson County residents.No Partyshall argue or assert that any state law other than Washington law applies to the governance or construction of this Lease. 39.JURISDICTION AND VENUE.Should either Partybring any legal action, each Partyin such action shall pay for 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. 40.ENTIRE AGREEMENT.This Leasememorializes the entire agreement of the Parties and all parts of this Leaseare listed in this Lease.No representation or promise not expresslycontained in this Leasehas been made.The Partiesare not entering into this Leasebased on any inducement, promise or representation, expressed or implied, which is not expresslycontained in this Lease.This Leasesupersedes all prior or simultaneous LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 17of 38 DRAFT OF 7/28/2022 3:00PM representations, discussions, negotiations, and agreements, whether written or oral, within the scope of this Lease. 41.LEGAL AND REGULATORY COMPLIANCE.OlyCAPshall, 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 OlyCAP’s operations at the Leased Premises. 42.INDEMNITY. a.OlyCAPshall defend, indemnify and hold the County, its officers, officials, employees, agents and volunteers (and their marital communities) harmless all loss and damage and all actions, claims, costs, demands, expenses, fines, liabilities, and suits of any nature for which the County will or may become liable, incur orsuffer from a breach, violation, or nonperformance by OlyCAPof any covenant, term or provision hereof or for any builders’or other liens for any work done or materials provided or services rendered for alterations, improvements or repairs, made by or onbehalf of OlyCAPto the Leased Premises, or for any injury occasioned to or suffered by any person or damage to any property, or for any wrongful act or omission, default or negligence by OlyCAPor any of its agents, concessionaires, contractors, customers, employees, invitees or licensees in or about the Leased Premises. b.Between the County and OlyCAP, the County shall not be liable for any damage caused by the Leased Premises by OlyCAP. c.Between the County and OlyCAP, the County shall not be liable for anyloss, injury, or damage to persons or property for any acts or omissions at the Leased Premisesby OlyCAPor its employees or agents or any persons not the agents or representatives. d.Between the County and OlyCAP, 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 Leased PremisesbyOlyCAPshallbe at the sole risk of OlyCAP. f.Should a court of competent jurisdiction determine this Leaseis 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 fromthe concurrent negligence of OlyCAPand the County, its officers, officials, employees, agents and volunteers (and their marital communities),OlyCAP’sliability, including the duty and cost to defend shall be only for OlyCAP’s negligence. g.It is further specifically and understood that the indemnification provided constitutes OlyCAP’swaiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes ofthis indemnification.This waiver has been mutually negotiated by the Parties. LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 18of 38 DRAFT OF 7/28/2022 3:00PM h.The provisions of indemnityshall survive the expiration or termination of this Lease. 43.GENERAL LESSEE INSURANCE REQUIREMENTS. a.One of these methodsshall 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 before the approval of this Leaseby the County.At the option of the County, the insurer shall reduce or eliminate deductibles or self-insured retention, or OlyCAP shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. c.Failure of OlyCAPto take out or maintain any required insurance shall not relieve OlyCAPfrom any liability under this Lease, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations about indemnification of the County. d.OlyCAP’sinsurers 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 Partiesthat the insurance policies so affected shall protect all the Partiesand shall be primary coverage for all losses covered by the above described insurance. e.Insurance companies issuing OlyCAP’sinsurance 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 OlyCAP’sinsurance policies shall be assumed by and be at the sole risk of OlyCAP. g.Any judgments for which theCounty may be liable, over insured amounts required by this Lease, or any portion thereof, may be withheld from payment due, or to become due, to OlyCAPuntil OlyCAPshall furnish additional security covering such judgment as determined by the County. h.Anycoverage for third party liability claims provided to the County by a “Risk Pool” created under Ch. 48.62 RCW shall be non-contributory regarding any insurance policy OlyCAPshall provide to comply with this Lease. i.The County may, upon OlyCAP’sfailure tocomply with all provisions of this Lease relating to insurance, withhold payment or compensation otherwise due to OlyCAP. j.OlyCAPshall provide a copy of all insurance policies specified in this Lease. k.Written notice of cancellation or change in OlyCAP’sinsurance required by this Lease shall reference the project name and agreement number and shall be mailed to the LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 19of 38 DRAFT OF 7/28/2022 3:00PM County at the following address: Jefferson County Risk Management, P.O. Box 1220, Port Townsend, WA 98368. l.OlyCAP’sliability insurance provisions shall be primary and noncontributory regarding 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.OlyCAP’sinsurance shall apply separately to each insured against whom claim is made or suit is brought, except regarding the limits of the insurer’s liability. o.OlyCAPshall 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 Leaseare not intended to be an indication of exposure nor are they limitations on indemnification. p.OlyCAPshall 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.OlyCAPshall 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 ofWashington. r.Certificates of insurance as required by this Leaseshall 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 bythis Lease. t.OlyCAPshall 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 OlyCAPto obtain and provide to the Jefferson County Risk Management complete copy of the texts of such endorsements. LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 20of 38 DRAFT OF 7/28/2022 3:00PM v.If the proof of insurance or certificate indicating the County is an “additional insured” to an insurance policy obtained by OlyCAPrefers to an endorsement (by number or name) but does not provide the full text of that endorsement, then it shall be the obligation of OlyCAPto obtain the full text of that endorsement and forward that full text to the County. 44.REQUIRED LEASEE INSURANCE COVERAGES. OlyCAPshall obtain and keep in force during the Termof thisLease, policies of insurance as follows: a.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. b.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. c.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 thecontract specifications. The insurance coverage shall contain no limitations on the scope ofthe protection provided and include the following minimum coverage: d.Broad Form Property Damage, with no employee exclusion; e.Personal Injury Liability, including extended bodily injury; f.Broad Form Contractual/Commercial Liability –including completed operations; g.Premises –Operations Liability (M&C); and, h.Blanket Contractual Liability. i.Excess or Umbrella Liability Insurance (Over Primary) of two million dollars ($5,000,000) per occurrence and two million dollars ($5,000,000) 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 topolicy limits. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 21of 38 DRAFT OF 7/28/2022 3:00PM 45.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 Termof this Lease, the County shall maintain its liability and property coverage with the Washington Counties Risk Pool. 46.NO ASSIGNMENT.Without the prior, express, and written consent of the County, OlyCAPshallnot assign this Lease.Any assignment of this Leasewithout the prior written consent of the County shallbe void and shall, at the County’s option, terminate this Lease. This Leaseshall not be assignable by operation oflaw. 47.NO BULK SALE OF GOODS.No bulk sale of goods and assets of OlyCAPmay take place without first obtaining the written consent of the County, which consent shallnot be unreasonably withheld if OlyCAPand the purchaser can provide the County with assurances, in a form satisfactory to the County, that OlyCAP’sobligations in this Lease shallcontinue to be performed and respected, in the manner satisfactory to the County, after completion of the said bulk sale. 48.BINDING ON SUCCESSORS AND ASSIGNS.The covenants and agreements of this Leaseshall be binding upon the heirs, executors, administrators, successors and assigns of all Parties. 49.MATERIAL TERMS.To avoid doubt, all terms, conditions,and representations of this Leaseare material terms. 50.TIME IS OF THE ESSENCE.Time is of the essence in this Lease. 51.AMENDMENT OF THIS LEASE.Any amendment or modification of this Lease or additional obligation assumed by either Partyto this Lease with this Lease shallbe binding only if evidenced in writing signed by each Partyor an authorized representative of each Party. 52.SECTION HEADINGS. The headings of the sections of this Lease are for convenience of reference only and are not intended to restrict, affect, or be of any weight in the interpretation or construction of the sections or this Lease. 53.REFERENCE TO SECTIONS IN THIS LEASE.Any reference toa section in this Lease is a reference to a section of this Lease, unless clearly stated to the contrary. 54.LIMITS OF ANY WAIVER OF DEFAULT. No consent by a Partyto, or waiver of, a breach by either Party, whether express or implied, shall constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either Party. LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 22of 38 DRAFT OF 7/28/2022 3:00PM 55.NO ORAL WAIVER.No term or provision of this Lease will be waived by either Party, and no breach excused by either Party, unless such waiver or consent is in writing signed on behalf of the Partyagainst whom the waiver is asserted. Failure of a Party to declare any breach or default immediately upon the occurrence thereof, or delay in taking any action in connection with, shall not waive such breach or default. 56.ORDER OF PRECEDENCE. If there is an inconsistency in this Lease, or between its terms and any applicable statute or rule, the inconsistency shall be resolved by giving precedence in the following order: (a) Applicable state statutes and rules; (b) local laws and rules; and, (c) case law. 57.NO SEVERABILITY.The terms of this Lease arenot severable. If any provision of this Lease or applying this Lease to any person or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of this Lease and the application this Lease shall not be enforceable. 58.SURVIVAL. Those provisions of this Lease that by their sense and purpose should survive the term of this Lease shall survive the term of this Lease. Without limiting the generality of the preceding sentence, and to avoid doubt, the provisions that survive the term of this Lease include: (a) controlling law; (b) insurance; and, (c) indemnification. 59.PROVISIONS REQUIRED BY LAW ARE ADDED. Any provision of law and any clause required by law to be in this Lease are made a part of this Lease and shall be read and enforced as though they were they were included in this Lease and as if omitted by mistake, if ever any such provision or clause is not included, or is not correctly inserted, this Lease shall be amended to add or correct such clause forthwith upon the request of any Party to anotherParty. 60.NOTHIRD-PARTY BENEFICIARIES. The Parties do not intend, and nothing in this Lease shall be construed to mean, that any provision in this Lease is to benefit any person or entity who is not a Party. 61.SIGNATURE IN COUNTERPARTS.This Lease may be executed inone or more counterparts, each of which shall be deemed an original, and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Lease at different times and places by the Parties shall not affect the validity of this Lease, so long as all the Parties execute a counterpart of this Lease. 62.FACSIMILE AND ELECTRONIC SIGNATURES.The Parties agree that facsimile and electronic signatures shall have the same force and effectas original signatures. 63.ARMS-LENGTH NEGOTIATIONS.The Partiesagree this Lease has been negotiated at arms-length, with the assistance and advice of competent, independent legal counsel. 64.MAINTENANCE OF RECORDS. Each Party shall maintain books, records, documents and other evidence that sufficiently and properly reflect all direct and indirect costs expended by either to perform this Lease. These records shall be subject to inspection, LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 23of 38 DRAFT OF 7/28/2022 3:00PM review or audit by personnel of both Parties, other personnel duly authorized by either Party, the Office of the State Auditor, and federal officials so authorized by law. All books, records, documents, and other material relevant to this Lease will be retained for six years after expiration of agreement. The Office of the State Auditor, federal auditors, the Jefferson County Auditor, and any persons duly authorized by the Parties shall have full access and the right to examine these materials during this period. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. Records and other documents, in any medium, furnished by one Party to this Lease to the other Party, will remain the property of the furnishing Party, unless otherwise agreed. 65.PUBLIC RECORDS ACT.Notwithstanding any provisions of this Lease to the contrary, to the extent any record, including any electronic, audio, paper or other media, must be kept or indexed as a public record under the Washington Public Records Act, Chapter 42.56 RCW (as amended), OlyCAPagrees to maintain all records constituting public records and to produce or assist the County in producing such records, within the time frames and parameters in state law. OlyCAPalso agrees that upon receipt of any written public record request, OlyCAPshall, within two business days, notify the County by providing a copy of the request per the notice provisions of this Lease. This Lease, once executed, will be a “public record” subject to production to a third party if it is requested under the Washington Public Records Act, Chapter 42.56 RCW (as amended). 66.ATTACHMENTS.Any document in this Lease identified as an attachment is part of this Lease and is incorporated by reference into this Lease. 67.REPRESENTATIONS.The Partiesshall represent to each other that each Partyhas the authority to enter the transaction contemplated by this Lease. 68.ADDRESSES FOR NOTICE. a.The address for service of OlyCAPis the OlyCAP Executive Director, 2120 Sims Way, Port Townsend, WA 98368; and, b.The address for service of the County is the County Administrator,P.O. Box 1220 Port Townsend, WA 98368, both during this tenancy and after it is terminated. END OF LEASEAND OPTION TO PURCHASECERTAIN REAL PROPERTY SIGNATURES FOLLOW ON NEXT PAGE LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 24of 38 DRAFT OF 7/28/2022 3:00PM JEFFERSON COUNTY WASHINGTONOLYCAP Board of County Commissioners Jefferson County, Washington By: __________________________________By: __________________________ Heidi Eisenhour, Chair DateCherish Cronmiller, Date CEO By: __________________________________ Kate Dean, Commissioner Date By: __________________________________ Greg Brotherton, Commissioner Date SEAL: ATTEST: ___________________________________ Carolyn Gallaway Date Clerk of the Board Approved as to form only: ____________________________________ Philip C. Hunsucker Date Chief Civil Deputy Prosecuting Attorney LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 25of 38 DRAFT OF 7/28/2022 3:00PM EXHIBIT 1–DRAWING OF LEASED PREMISES LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 26of 38 DRAFT OF 7/28/2022 3:00PM EXHIBIT 2–DEED RESTRICTION COVENANT AGREEMENT When Recorded Return to: Jefferson County Attention: Mark McCauley P.O. Box 1220 Port Townsend, WA 98368 DEED RESTRICTION COVENANT AGREEMENT Grantor:Olympic Community Action Programs, a Washington non-profit corporation Grantee:Jefferson County, a Washington municipal corporation Tax Parcel Number:00116200102 Legal DescriptionThat portion of the following described property lying Easterly of the right of way for State Highway S.R. 20: Beginning at the Northeast corner or the Northwest ¼ of Section 16, Township 30 North, Range 1 West, W.M., thence South 1251 feet; thence West 1387 feet; thence North 1251 feet; thence East 1387 feet to the point of beginning; TOGETHERWITH that portion of the former Chicago, Milwaukee, St. Paul and Pacific Railroad Company’s Railroad right-of-way as awarded to Marie Workman by order of Judgement enter in Jefferson County Superior Court Cause No. 87-2-00257-7. EXCEPT portion lying Northeasterly of the Southwesterly right of way line for Glen Cove Road, (aka Mill Road). Situate in the County of Jefferson, State of Washington. Ref. Nos. of Related Documents: N/A LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 27of 38 DRAFT OF 7/28/2022 3:00PM DEED RESTRICTION COVENANT AGREEMENT This DEED RESTRICTION COVENANT AGREEMENT (“Covenants”) is made as of this ______ day of __________________, 2022, by Olympic Community Action Programs, a Washington non-profit corporation(“Grantor”). RECITALS A.These Covenants concerns the property with the following legal description (“the Property”): That portion of the following described property lying Easterly of the right of way for State Highway S.R. 20: Beginning at the Northeast corner or the Northwest ¼ of Section 16, Township 30 North, Range 1 West, W.M., thence South 1251 feet; thence West 1387 feet; thence North 1251 feet; thence East 1387 feet to the point of beginning; TOGETHERWITH that portion of the former Chicago, Milwaukee, St. Paul and Pacific Railroad Company’s Railroad right-of-way as awarded to Marie Workman by order of Judgement enter in Jefferson County Superior Court Cause No. 87-2- 00257-7. EXCEPT portion lying Northeasterly of the Southwesterly right of way line for Glen Cove Road, (aka Mill Road). Situate inthe County of Jefferson, State of Washington. Also known as Assessor tax parcel 001162001. B.Grantor obtained title to the Property from Jefferson County, a Washington municipal corporation(“Grantee”), under a purchase and sale agreement (“PSA”), which requires that Grantor shall not use the Property for any purpose other than for to develop or operate facilities for emergency shelter for Unhoused Persons at the Property (“the Project”) for a minimum length of 42years (“Minimum Length”). C.The purpose of these Covenants is to complywith the Project and Minimum Length Requirements of the PSA. LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 28of 38 DRAFT OF 7/28/2022 3:00PM DECLARATION 1.For the Minimum Length, the Property shall not be used for any purpose other than the Project. 2.The term of these Covenants shall expire at the end of the Minimum Length, after which these Covenants shall have no further force or effect. 3.These Covenants shall run with the Property and the Project during the Minimum Length and shall bind Grantor and its respective successors and assigns. 4.Within 30 days of any sale or refinancing of the Project, Grantee shall be given notice of such sale or refinancing. 5.All the rights and obligations in these Covenants shall be binding upon and inure to the benefit of Grantor and Grantee and their respective successors and assignsduring the Minimum Length. 6.Grantee may enforce this Declaration in an action for specific performance. (SIGNATURES APPEAR ON THE NEXT PAGE) LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 29of 38 DRAFT OF 7/28/2022 3:00PM E XECUTED on the ________ day of _________________, 2022. DECLARANT: OLYMPIC COMMUNITY ACTION PROGRAMS, a Washington non-profit corporation By:_________________________________ Name: Cherish Cronmiller Its: Executive Director STATE OF WASHINGTON COUNTY OF JEFFERSON On this day personally appeared before me Cherish Cronmille,known to meto be the Executive Director of Olympic Community Action Programs, a Washington non-profit corporation, that executed the foregoing instrument, and acknowledged such instrument to the free and voluntary act and deed of Olympic Community Action Programs for the uses and purposes thereinmentioned, and on oath stated that she or he was duly authorized toexecute such instrument on behalf of Olympic Community Action Programs. G IVEN UNDER MY HAND AND OFFICIAL SEAL this ______ day of _______________, 2019. By:___________________________________ Name: ___________________________________ N OTARY P UBLIC in and for the State of Washington, residing in the city of ________________________ My Commission Expires: _____________________ LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 30of 38 DRAFT OF 7/28/2022 3:00PM EXHIBIT 3–LARRY SCOTT TRAIL EASEMENT After recording returndocument to: Jefferson County Department of Public Works 623 Sheridan St. Port Townsend , WA 98368 Document Title: GRANT OF EASEMENT Reference Number of Related Documents: Grantor(s):Olympic Community Action Programs Grantee(s):Jefferson County Legal Description:SeeExhibit A, attached and made a part hereof. Assessor’s Tax Parcel Number:001162001 GRANT OF EASEMENT LARRY SCOTT TRAIL PROJECT No. ______________ The Grantor,Olympic Community Action Programs, a Washington non-profit corporation, 2120 Sims Way, Port Townsend, WA 98368herebygrants to JEFFERSON COUNTY, a municipal corporation, P.O. Box 1220 Port Townsend WA 98368, Grantee, the right, privilege and easement over, upon and across the described real property (Easement) from the date ofthis document until the public use and purpose for the Easement ceases. The purpose of this Easement is for ingress, egress and any purposes incidental to the development, construction, use and maintenance of the public trail known as the LarryScott Trail and, which lands are situate in Jefferson County, State of Washington, as shownon the diagram in Exhibit B, attached and made a part hereof. GRANTORS and GRANTEE agree to these terms and conditions: 1.Grant of Easement. It is agreed that the rights herein granted shall be exercised in a manner which does not unreasonably interfere with the use ofthe property by the Grantor. Grantor reserves for itself and its agents, contractors, assignees, successors the right to use the Easement for ingress, egress and utilities to adjoining properties and all other lawful uses that do not interfere or obstruct the exercise by Grantee of its rights under this Grant of Easement. LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 31of 38 DRAFT OF 7/28/2022 3:00PM 2.Restrictions on Use of Easement and Signage. Grantee’s use of the Easement is limited to bicycle, horse and pedestrian use. No motorized vehicles shall be permitted on the Trail except for emergency, construction, and maintenance vehicles, as well as motorized wheelchairs. Grantor and Grantee further agree that no commercial activities shall be authorized on the trail, such as food vendors, advertising, motorized golf cart passage etc. Grantee shall post signage at sufficient intervals adjacent to the Trail along the Easement on Grantor’s Property listing the prohibited uses and giving notice that the Trail is adjacent to private property. The signage shall be permanently placed and maintained in the ground by Grantee. 3.Construction and Maintenance of the Trail in Easement. Grantee shall construct and maintain the Trail in the Easement at its own expense and also agrees that no structures of any kind will be built in the trail area, except for the signage and fencing as may be mutually agreed upon by Grantor and Grantee. Grantee shall construct and maintain the Trail in the Easement in such a way to withstand periodic motorized vehicle use by Grantor and Grantee. All trail construction to utilize reasonable trail construction techniques to minimize the impact upon Grantor’s Property. 4.Indemnification.Grantee agrees to indemnify, defend and hold harmless Grantor, its successors and assigns, from andagainst any and allclaims, actions, suits, losses and expenses, including reasonable attorneys’ fees, except as may becaused by the deliberate or intentional actions of Grantor, its agents or employees, which may arise because of construction or maintenance along, or use of the Trail. It is agreed and understood this hold harmless indemnification recognizes that the Easement may be traversed by Grantor to access adjoining private propertyand used as a utility corridor and simultaneously by Grantee for recreational use by the public, and the risks and liabilities arising from this joint use are expresslyincluded in this indemnification section. 5.Reservation of Rights. Grantor reserves for itself and its agents, contractors, employees, guests, assignees, successors and invitees a perpetual right to use the Easement for the benefit ofGrantor’s property, for the purposes ofingress, egress, access across and construction, placement and maintenance of roads and utilities to adjoining properties and all other lawful uses that do not obstruct or interfere, and yield to, Grantee’s rights and use permitted hereunderprovided, however, that any activities associated with Grantors reservation within the Easement, including construction activities, shall be at the sole cost and expense of Grantor, including the cost to return the trail to a before construction condition. Grantor will give Grantee advance written notification of the intent to construct access roads, install utility or other uses that could be disruptive temporarily to using the Trail in the Easement. Grantor will use its reasonable efforts to minimize construction disruptions. Constructing improvements consistent with this reservationof rights shall not be construed as an interference with the rights granted to Grantee. 6.Notices.Any notices required to be given under this Grant of Easement shall be sent to: Grantor: Olympic Community Action Programs 2120 Sims Way Port Townsend, WA 98368 LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 32of 38 DRAFT OF 7/28/2022 3:00PM Grantee: Jefferson County Department of Public Works 623 Sheridan St. Port Townsend, WA 98368 Either party shall be permitted to provide written notice to other party changing the notice addresses set forth above. 7.Governing Law.This Grant of Easement shall be governed by and construed under the laws of the State of Washington. Venue for any dispute regarding this Grant of Easement shall be in Jefferson County, Washington. 8.Termination.This Grant of Easement shall terminate with reversion to Grantor, or successor owners of Grantor’s Property, upon abandonment of the Easement by Grantee. 9.Modification.Any modification to this Grant of Easement shall be in writing and executed by both Grantor and Grantee. The parties intend to this Grant of Easement to work together and take all necessary and reasonable action to insure that obstacles to the joint use of this Grantors Property that might arise can be overcome. 10.Easement Runs with the Land.The burdens and benefits of the Grant ofEasement are intended to attach to and run with Grantor’s Property. The terms and conditionsof the Grant of Easement shall be binding upon and shall inure to the benefit of Grantor, Grantee, and the future owners of Grantor’s property. 11.Assignment.The Grantee may assign its interest in this Grant of Easement, and the terms and conditionsset forth herein, to a Jefferson County Park District only, when one is formed for the operation and maintenance of park facilities in Jefferson County; provided, however, that Grantee shall not be relieved of indemnity obligations under Paragraph 4 herein. In the event that any such interest is assigned or licensed to the Jefferson County Park District, said interest shall not be further assigned to any other entity without Grantors written approval. 12.Singular and Plural Use.Grantor and Grantee agree that to the extent necessaryto permit a reasonable reading ofthis Grant of Easement subjects and verbs in the singular “person” shall include and refer to subjects and verbs in the plural “person” and vice-versa. LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 33of 38 DRAFT OF 7/28/2022 3:00PM 13.Acceptance. It is agreed that the delivery of this Grant of Easement is herebytendered and that the terms and obligations hereof shall not become binding upon Jefferson County unless accepted and approved in writing for Jefferson County, through the Department of Public Works, by the Director/County Engineer. GRANTOR: DATED this day of August, 2022. Grantor GRANTEE: DATED this day of August, 2022. Accepted and approved Jefferson County Department of Public Works By: County Engineer/ Public Works Director LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 34of 38 DRAFT OF 7/28/2022 3:00PM STATE OF WASHINGTON ) : ss. COUNTY OF JEFFERSON) On this day of , 2022, before me personally appeared , to meknown to be the individuals described in and who executed the foregoing instrument, and acknowledged that they signed the same as their free and voluntary act and deed, for the uses and purposes therein mentioned. GIVEN under my hand and official seal the day and year last above written. Notary Public in and for the State of Washington, Residing at My Appointment Expires LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 35of 38 DRAFT OF 7/28/2022 3:00PM STATE OF WASHINGTON) : ss. County of Jefferson) On this day of , 2022, before me personally appeared Monte Reinders,P.E.,to meknown to be the Jefferson County Engineer, that executed the foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said municipal corporation, for the uses and purposes thereinmentioned, and on oath stated that he is authorized toexecute said instrument and that the seal affixed is the corporate seal of said corporation. GIVEN under my hand and official seal the day and year last above written. Notary Public in and for the State of Washington, Residing at My Appointment Expires LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 36of 38 DRAFT OF 7/28/2022 3:00PM EXHIBIT A –LEGAL DESCRIPTION Tax Parcel Number:00116200102 Legal DescriptionThat portion of the following described property lying Easterly of the right of way for State Highway S.R. 20: Beginning at the Northeast corner or the Northwest ¼ of Section 16, Township 30 North, Range 1 West, W.M., thence South 1251 feet; thence West 1387 feet; thence North 1251 feet; thence East 1387 feet to the point of beginning; TOGETHERWITH that portion of the former Chicago, Milwaukee, St. Paul and Pacific Railroad Company’s Railroad right-of-way as awarded to Marie Workman by order of Judgement enter in Jefferson County Superior Court Cause No. 87-2-00257-7. EXCEPT portion lying Northeasterly of the Southwesterly right of way line for Glen Cove Road, (aka Mill Road). Situate in the County of Jefferson, State of Washington. Grantor Date: LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 37of 38 DRAFT OF 7/28/2022 3:00PM EXHIBIT B –DIAGRAM LEASE AND OPTION TO PURCHASE CERTAIN REAL PROPERTY BETWEEN JEFFERSON COUNTYANDOLYCAP 7/28/2022 Page 38of 38