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HomeMy WebLinkAboutWSU Hadlock Office Space JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Mark McCauley,County Administrator FROM: Amit Sharma, WSU Extension Director DATE: November 20,2023 SUBJECT: Request Board of County Commissioners Approval of Two (#2), Three-Year Lease Agreements Between WSU Extension/Jefferson County and Hadlock Development Company, LLC STATEMENT OF ISSUE: WSU Extension has been leasing office space and a classroom in the Kivley Center in Port Hadlock from Hadlock Development Company, LLC for a number of years. Both leases have now expired. We are interested in entering into two new three-year leases starting October,2023 through September 2026. ANALYSIS: Longer-term leases will enable us to make some small capital investments, such as: refurbishing some of the rooms(for better utilization of space), adding security cameras, and making small ADA compliance modifications. Additionally,the three-year lease minimizes the administrative burden for all parties involved. Two new lease documents are attached: one for the office space and one for the classroom. FISCAL IMPACT: Oct 24-Sep Rent/ month current Oct 23-Sep 24 25 Oct 25-Sep 26 Office 1,973 1,973 2,052 2,134 Classroom 1,511 1,511 1,571 1,634 Total 3,484 3,484 3,623 3,768 Increase over previous period 0 139 145 Total cost of the new lease rental increase will have the following fiscal impact for 2024,2025, and 2026: YEAR ANNUAL RENT EXPLANATION 2024 $42,223.05 9 months @3,484 + 3 months @ 3,623 2025 $43,911.97 9 months @3,623 + 3 months @ 3,788 2026 S45,216.29 12 months @ 3,788 (assuming no increase after Sep 2026) RECOMMENDATION: Recommend approval of both leases. REVI ED BY: )/1( I1 lF/ Z3 Mark McC u y, County Administrator Date COMMERCIAL LEASE AGREEMENT (WASHINGTON) THIS AGREEMENT made effective as of the 1st Day of October 2023. BETWEEN: Hadlock Development Co. PO Box 179, Port Hadlock,WA 98339 (The "Landlord") OF THE FIRST PART -And - Jefferson County 101, 121 & 131 Oak Bay Rd. Port Hadlock,WA 98339 (The "Tenant") OF THE SECOND PART THIS LEASE AGREEMENT made this_1st_day of_October , 2023, by and between the HADLOCK DEVELOPMENT COMPANY, a municipal corporation organized and existing under the laws of the State of Washington, Lessor, hereinafter referred to as "Landlord," and JEFFERSON COUNTY, a municipal corporation, on behalf of Jefferson County-WSU Jefferson County Cooperative Extension, a joint or cooperative undertaking pursuant to Ch. 39.34 RCW between Jefferson County and WA State University, hereinafter referred to as"Tenant." IN CONSIDERATION of the mutual promises and at the rental and upon the covenants, conditions and provisions herein set forth,contained and other good and valuable consideration, Landlord leases to Tenant and Tenant leases from Landlord, the real property described in the attached Schedule"A", which Schedule "A" is incorporated herein by this reference, together with all improvements now or hereafter located thereon and all appurtenances and privileges related thereto, all of which area is hereinafter referred to as the "Premises." 1. Initial Term and Renewals (a) Landlord hereby leases the Leased Premises to Tenant, and Tenant hereby leases the same from Landlord, for an "Initial Term" beginning on October 1, 2023 and ending on September 30, 2026. Re-Negotiable at that time. Landlord shall use its best efforts to give Tenant possession as nearly as possible at the beginning of the Lease term. If Landlord is unable to provide Tenant with possession of the Leased Premises in a timely fashion, rent shall abate for the period of delay. Tenant shall make no other claim against Landlord for any such delay. (b) Tenant shall have the option to renew the Lease for an additional period of 1 year(s) ("Renewal Term").Tenant shall exercise such renewal option, if at all; by giving written notice to Landlord not less than ninety (90) days prior to the expiration of the Initial Term. The Renewal Term shall be at the rental set forth below and otherwise upon the same covenants, conditions and provisions as provided in this Lease. 2. Rent (a) Tenant shall pay to Landlord during the Initial Term rental of twenty-three thousand six hundred seventy-five Dollars and forty Cents ($23,675.40) the first year (10/1/23-9/30/24), payable in installments of one thousand nine hundred seventy-two Dollars and ninety-five Cents ($1,972.95) per month. The second year (10/1/24-9/30/25) payments will be twenty-four thousand six hundred twenty-two Dollars and forty-four Cents ($24,622.44), payable in installments of two thousand fifty- one Dollars and eighty-seven Cents ($2,051.87) per month. The third year (10/1/25-9/30/26) payments will be twenty-five thousand six hundred seven Dollars and twenty-eight Cents ($25,607.28), payable in installments of two thousand one hundred thirty-three Dollars and ninety- four Cents ($2,133.94) per month. Each installment payment shall be due in advance on the first (1st) day of each calendar month during the lease term to Landlord at 121 Pomwell Rd or P.O. Box 179, Port Hadlock, WA 98339 or at such other place designated by written notice from Landlord to Tenant. Tenant shall pay the first and last month's rent to Landlord at the time of the parties' execution of this Lease. If the lease term commences on a day other than the first day of a calendar month, the first month's rent shall be adjusted accordingly. 3. Use of Premises Tenant's use of the Leased Premises shall be in a lawful, careful, safe, and proper manner, and Tenant shall carefully preserve, protect, control and guard the same from damage.Tenant shall not use the parking area or the ingress and egress area of the Premises in an unreasonable manner so as to interfere with the normal flow of traffic or the use of such areas by occupants of properties adjacent to the Leased Premises. Tenant shall not use the Leased Premises for the purposes of storing, manufacturing or selling any explosives, flammables or other inherently dangerous substance, chemical, thing or device(without prior approval of landlord). 4. Sublease and Assignment Tenant shall have the right without Landlord's consent, to assign this Lease to a corporation with which Tenant may merge or consolidate, to any subsidiary of Tenant, to any corporation under common control with Tenant, or to a purchaser of substantially all of Tenant's assets. Except as set forth above, Tenant shall not sublease all or any part of the Leased Premises,or assign this Lease in whole or in part without Landlord's consent, such consent not to be unreasonably withheld or delayed. Provided, however, that no assignment of this Lease, whether by act of Tenant or by operation of law, and no sublease of the Leased Premises, or any part thereof, by or from Tenant, shall relieve or release Tenant from any of its obligations hereunder. 5. Maintenance and Repairs Tenant is responsible for all repairs and maintenance:Subject to the provisions of Section 14, relating to destruction of or damage to the Leased Premises, and Section 17, relating to condemnation of the Leased Premises, Tenant shall, at its sole cost and expense, keep and maintain the Leased Premises, including without limitation, structural and operational parts (cooling, heating, air conditioning, plumbing equipment and fixtures), interior maintenance (floors, doors, toilets, light replacement, etc.), and all other elements or systems of the Leased Premises, in a condition and repair similar to its original condition and repair, reasonable wear and tear excepted. Replacement and repair parts, materials,and equipment used by Tenant to fulfill its obligations hereunder shall be of a quality equivalent to those initially installed within the Leased Premises.All repair and maintenance work shall be done in accordance with the then existing federal, state, and local laws, regulations and ordinances pertaining thereto. Except as otherwise provided in Sections 14 and 17, Landlord shall have no obligation whatsoever with respect to the maintenance and repair of the Leased Premises.] 6. Alterations and Improvements Tenant shall have the right to make, at no expense to Landlord, improvements, alterations, or additions (hereinafter collectively referred to as "Alteration") to the Leased Premises, whether structural or nonstructural, interior or exterior, provided that: (a) no Alteration shall be made without the prior written consent of Landlord, which consent shall not be unreasonably withheld; (b) no Alteration shall reduce or otherwise impair the value of the Leased Premises; (c) no Alteration shall be commenced until Tenant has first obtained and paid for all required permits and authorizations of all governmental authorities having jurisdiction with respect to such Alteration; (d) any Alteration shall be made in a good workmanlike manner and in compliance with all laws, ordinances, regulations, codes, and permits; (e) Tenant shall hold Landlord harmless from and against any liens and claims for work, labor, or materials supplied to the Leased Premises at the direction of Tenant, and in the event that any such liens or claims shall be filed for work, labor or materials supplied to the Leased Premises at the direction of Tenant,Tenant shall,at Landlord's option,either escrow an amount equal to the amount of the lien or claim being filed, or obtain a bond for the protection of Landlord in an amount not less than the amount of the lien or claim being filed; and (f) Any Alteration shall become and remain the property of Landlord unless Landlord otherwise agrees in writing. 7. Taxes Landlord shall pay, prior to delinquency,all general real estate taxes and installments of special assessments coming due during the Lease term on the Leased Premises, and all personal property taxes with respect to Landlord's personal property, if any, on the Leased Premises. Tenant shall be responsible for paying all personal property taxes with respect to Tenant's personal property at the Leased Premises. 8. Insurance (a) If the Leased Premises or any other part of the Building is damaged by fire or other casualty resulting from any act or negligence of Tenant or any of Tenant's agents, employees or invitees, rent shall not be diminished or abated while such damages are under repair, and Tenant shall be responsible for the costs of repair not covered by insurance. (b) At its sole cost and expense, Tenant shall obtain and thereafter maintain in full force and effect, at all times during the lease term and any extension thereof, the following insurance with respect to the Leased Premises: (i) comprehensive public liability insurance having limits of not less than $500,000 for bodily injury or death to one person, $500,000 for bodily injuries or death arising out of one occurrence, and $200,000 for property damage; (ii) fire and extended coverage insurance in an amount equal to at least eighty-five (85%) percent of the current replacement value of the Leased Premises, which replacement value shall be redetermined by Landlord at the beginning of each year of the Initial Term and any Renewal Term. Landlord shall, upon each such redetermination, give written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within twenty-one (21) days after its receipt of written notice thereof, such value shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value of the Leased Premises shall then be determined by an appraisal by a third party selected by Landlord and approved by Tenant. Such third party's determination of the replacement value of the Leased Premises shall be conclusive and binding upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Leased Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased to the new replacement value of the Leased Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessors of Landlord are additional insured's and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten (10)days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies prior to the commencement of the lease term. {€}(d) Tenant Is a member of the Washington Counties Risk Pool, a joint self-Insurance program authorized by RCW 48.62.034. Landlord agrees that coverage provided by the Washington Counties Risk Pool in at least the amounts above satisfies the requirements of this Section 8. 9. Indemnity Tenant shall indemnify Landlord for, defend Landlord against, and save Landlord harmless from any liability, loss, cost, injury, damage, or other expense that may occur or be claimed by or with respect to any person or property on or about the Leased Premises resulting from the use, misuse, occupancy, possession, or unoccupancy of the Leased Premises by Tenant, its agents, employees, licensees, invitees or guests. Except where any loss, cost, injury or damage is the result of Landlord's sole fault or negligence, Landlord shall not have any liability for any loss, cost, injury or damage to the Leased Premises, to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property of such persons. Except as set forth in Section 8, Landlord shall not be responsible or liable for loss or damage to the contents of any improvements on the Leased Premises, regardless of who owns the contents and regardless of how or by whom the loss or damage is caused. 9.IC Utilities Tenant shall pay all charges for gas, electricity,telephone and other services and utilities used by Tenant on the Leased Premises during the term of this Lease unless otherwise expressly agreed in writing by Landlord. In the event that any utility or service provided to the Leased Premises is not separately metered, Landlord shall pay the amount due and separately invoice Tenant for Tenant's pro rata share of the charges. Tenant shall pay such amounts within fifteen (15) days of invoice. Tenant acknowledges that the Leased Premises are designed to provide standard office use electrical facilities and standard office lighting.Tenant shall not use any equipment or devices that utilize excessive electrical energy or which may, in Landlord's reasonable opinion, overload the wiring or interfere with electrical services to other tenants. Landlord does not warrant that any of the utility services above-mentioned will be free from interruptions caused by war, insurrection,civil commotion, riots, acts of God or the enemy,governmental action, lockouts, picketing (whether legal or illegal), accidents, inability of Landlord to obtain fuel or supplies, or any other cause or causes beyond the reasonable control of Landlord. Any such interruption of service shall not be deemed an eviction or disturbance of Tenant's use and possession of the Leased Premises, or any part thereof,or render Landlord liable to Tenant for damages,or relieve Tenant from the performance of Tenant's obligations under this Lease. Landlord shall have no responsibility or liability for the failure of any public or private utility to supply sufficient or adequate utility services to the Leased Premises. 1-011. Signs Tenant shall have the right, with Landlord's prior written consent, to place on the Leased Premises, at locations selected by Tenant, any signs which are permitted by applicable zoning ordinances and private restrictions. Landlord may refuse consent to any proposed signage that is in Landlord's opinion too large, deceptive, unattractive or otherwise inconsistent with or inappropriate to the Leased Premises or that hampers or restricts the use of any other tenant. Landlord shall assist and cooperate with Tenant in obtaining any necessary permission from governmental authorities or adjoining owners and occupants for Tenant to place or construct the foregoing signs. Tenant shall repair all damage to the Leased Premises resulting from the removal of signs installed by Tenant. 11 12. Landlord's Right of Entry Landlord shall have the right to enter upon the Leased Premises at all reasonable times for the purpose of inspecting the same, and during the last year of the Initial Term or any Renewal Term hereunder, Landlord may exhibit the same for sale or rent; provided, however, that Landlord shall not unreasonably interfere with Tenant's use of the Premises. 1-2213. Parking During the term of this Lease, Tenant shall have the non-exclusive use in common with Landlord, other tenants of the Building, their guests and invitees, of the non-reserved common automobile parking areas, driveways, and footways, subject to rules and regulations for the use thereof as prescribed from time to time by Landlord. Landlord reserves the right to designate parking areas within the Building or in reasonable proximity thereto, for Tenant and Tenant's agents and employees. 13.14. Damage or Destruction If by fire or other casualty the Leased Premises are destroyed or damaged to the extent that Tenant is deprived of occupancy or use of the Leased Premises (meaning such destruction cannot be repaired or restored within one hundred and twenty(120) days of the occurrence of the fire or other casualty Landlord may elect to: (a) cause the restoration of the Leased Premises to substantially the same condition as existed before such damage or destruction; or (b) Cancel this Lease as of the date of such fire or casualty by giving written notice to Tenant not more than 30 days thereafter. Should Landlord elect to proceed under subparagraph (a), above, rent shall abate unless Tenant continues to partially occupy the Leased Premises, in which case Tenant shall pay all rent on a prorated basis, until the Leased Premises are restored, equal to an amount obtained by multiplying the then existing monthly rent by a percentage equal to the fraction which has as its numerator the amount of square feet in the improvements of the Leased Premises which is incapable of being used for its intended purpose and as its denominator the total amount of square feet in the improvements on the Leased Premises. If such damage does not deprive Tenant of occupancy or use of the Leased Premises, Landlord shall proceed with due diligence to cause the restoration of the Leased Premises to substantially the same condition as existed before such damage. In such latter event, rent shall not abate.Tenant shall fully cooperate with Landlord in making available to Landlord for the purpose of so restoring the Leased Premises all insurance proceeds payable under Section 8 as a result of fire or other casualty damage to the Leased Premises. a-4:15. Default by Tenant If Tenant fails to pay any installment of rent or make any other payment required to be made by Tenant when the same shall become due and payable hereunder, or if Tenant fails to observe and perform any other provision, covenant, or condition of this Lease required under this Lease to be observed and performed by Tenant within fifteen (15) days after Landlord shall have given notice to Tenant of the failure of Tenant to observe and perform the same, or if Tenant abandons or vacates the Leased Premises during the continuance of this Lease, or if Tenant makes an assignment for the benefit of creditors or enters into a composition agreement with its creditors, or if the interest of Tenant in the Leased Premises is attached, levied upon, or seized by legal process, or if this Lease is assigned in violation of the terms hereof or is terminated by operation of law,then, in any such event, immediately or at any time thereafter,at the option of Landlord, Landlord shall, as it elects, either: (a) declare this Lease to be in default, in which event this Lease shall immediately cease and terminate, and Landlord may possess and enjoy the Leased Premises as though this Lease had never been made, without prejudice, however, to any and all rights of action when Landlord may have against Tenant for rent and other charges payable by Tenant hereunder(both past due and future rent due Landlord and past due and future charges payable by Tenant), damages, or breach of covenant, in respect to which Tenant shall remain and continue liable notwithstanding such termination; or (b) relet the Leased Premises, or any part thereof, for such term or terms and on such conditions, as Landlord deems appropriate for and on behalf of Tenant, for the highest rental reasonably attainable in the judgment of Landlord, which reletting shall not be considered as a surrender or acceptance back of the Leased Premises or a termination of this Lease, and recover from Tenant any deficiency between the amount of rent and all other charges payable by Tenant under this Lease and those amounts obtained from such reletting, plus any expenses incurred by Landlord in connection with such reletting, including, without limitation, the expenses of any repairs or alterations Landlord deems necessary or appropriate to make in connection with such reletting and all sums expended for brokerage commissions and reasonable attorneys' fees, but Landlord shall be under no duty to relet the Leased Premises; or (c) declare the whole amount of the rent and other charges which would otherwise have been paid by Tenant over the balance of the lease term to be immediately due and payable, without prejudice, however,to any and all other rights of action which Landlord may have against Tenant for past due rent and other charges payable by Tenant hereunder, damages or breach of covenant, in respect to which Tenant shall remain and continue liable notwithstanding Landlord's election to proceed under this clause (c). In the event that a bankruptcy or insolvency proceeding is filed by or against Tenant, or if a court of competent jurisdiction or other governmental authority approves a petition seeking a reorganization, arrangement, composition or other similar relief with respect to Tenant, or appoints a trustee, receiver or liquidator of Tenant or of all, or substantially all, of Tenant's property or affairs, or assumes custody or control of all, or substantially all, of the property or affairs of Tenant, Landlord shall have the right to elect any of the remedies set forth above. If this Lease is assumed or assigned to a trustee, receiver, liquidator or other court-appointed person or entity without Landlord's prior written consent, the parties and their respective successors (whether by operation of law or otherwise agree that, upon such an assignment or assumption, all defaults of Tenant prior to such assignment or assumption must be cured or that adequate assurances that such defaults will be promptly cured must be given and that adequate assurances of future performance under this Lease must be provided. Such adequate assurances shall mean that a bond shall be issued in favor of Landlord in the amount equal to one year's future rent and that an amount equal to all existing monetary obligations of Tenant which are in default shall be escrowed with an escrow agent acceptable to Landlord.Additionally, all past due monetary obligations of Tenant which are in default shall be paid to Landlord within sixty(60) days after the assignment or assumption and rent will be currently and continually paid on a timely basis commencing with the first day of the month following the 60th day of the assignment and assumption. 15.1(). Quiet Possession Landlord covenants and warrants that upon performance by Tenant of its obligations hereunder, Landlord will keep and maintain Tenant in exclusive, quiet, peaceable and undisturbed and uninterrupted possession of the Leased Premises during the term of this Lease. t, I Condemnation If all or materially all of the Leased Premises are taken in appropriation proceedings or by right of eminent domain or by the threat of the same, then this Lease shall terminate as of the date Tenant is deprived of occupancy thereof,and Tenant's obligations under this Lease, except obligations for rent and other charges herein to be paid by Tenant up to the date thereof, shall terminate. For purposes of this Lease, "materially all of the Leased Premises" shall be considered as having been taken if the portion of the Leased Premises taken,due either to the area so taken or the location of the portion taken,would leave the remaining portion not so taken insufficient to enable Tenant to effectively and economically conduct its business at the Leased Premises. If less than materially all the Leased Premises are taken in appropriation proceedings or by right of eminent domain or by the threat thereof, then this Lease shall not terminate as a result of such taking, but Landlord shall promptly repair and restore the Leased Premises to substantially the same condition as existed immediately before such taking. Until such repair and restoration are completed, rent shall be abated in the proportion of the number of square feet of improvements on the Leased Premises of which Tenant is deprived bears to the total square feet of such improvements immediately prior to such taking. Thereafter, if the number of square feet of improvements is less than the total of the same prior to such taking, rent shall be reduced in the proportion to which the number of square feet of improvements existing after such repair and restoration is less than the total of the same prior to such taking. All damages awarded for any such taking shall belong to and be the property of Landlord, whether such damages shall be awarded as compensation for diminution in value to the leasehold or to the fee of the Leased Premises, or otherwise, provided, however, that Tenant shall be entitled to any portion of the award made to Tenant for removal and reinstallation of Tenant's fixtures or for the cost of Tenant's immovable fixtures, if any. 18 Estoppel Certificate Tenant shall, at Landlord's request and upon not less than ten (10) days' prior notice by Landlord, execute, acknowledge, and deliver to Landlord, or such other party as Landlord may specify, a statement in writing certifying that this Lease has not been modified and is still in full force and effect (or if modified, that the same is in full force and effect as modified and stating the modifications), and the dates to which the rent and any other obligations to be paid hereunder by Tenant have been paid, and stating whether or not, to the best of the knowledge of Tenant, Tenant or Landlord is in default in performance of any obligation hereunder, and if so, specifying each such default. 18.19 Notices and Payment of Rent Any payment of rent, notice, exercise of option or election, communication, request or other document or demand required or desired to be given to Landlord or Tenant shall be in writing and shall be deemed given: (a) to Landlord when delivered personally to the managing partner of Landlord or when deposited in the United States mail, first-class, postage prepaid, addressed to Landlord at its address set forth at the beginning hereof; and (b) to Tenant when delivered in person to an officer of Tenant or when deposited in the United States mail, first-class, postage prepaid, addressed to Tenant at its address set forth at the beginning hereof. Either party may, from time to time, change the address at which such written notices, exercises of options or elections, communications, requests, or other documents or demands are to be mailed, by giving the other party written notice of such changed address. 1-920. Brokers [if app/icable:Tenant represents that Tenant was not shown the Premises by any real estate broker or agent and that Tenant has not otherwise engaged in any activity which could form the basis for a claim for real estate commission, brokerage fee, finder's fee or other similar charge, in connection with this Lease.] 20,21. Non-Waiver and Right to Cure Defaults Neither a failure by Landlord to exercise any of its options hereunder, nor a failure to enforce its rights or seek its remedies upon any default, nor an acceptance by Landlord of any rent accruing before or after any default, shall affect or constitute a waiver of Landlord's right to exercise such option, to enforce such right, or to seek such remedy with respect to that default or to any prior or subsequent default. The remedies provided in this Lease shall be cumulative and shall not in any way abridge, modify or preclude any other rights or remedies to which Landlord is entitled, either at law or in equity. If Tenant fails to pay by their respective due dates all rents, charges or other obligations to be paid by it pursuant to the terms hereof, or fails to make necessary repairs to the Leased Premises, or fails to perform any other duties which it is required to perform hereunder, then Landlord, at its option, may do so and the amount of any expenditure attributable to such action by Landlord, plus accrued interest at the rate of TWELVE PERCENT (12%) per annum from the time each such expenditure is made until reimbursed, shall immediately become due and payable to Landlord and shall be considered additional rent hereunder; but no such payment or compliance by Landlord shall constitute a waiver of any such failure by Tenant or affect any right or remedy of Landlord with respect thereto. 21.2:' Holding Over by Tenant If Tenant shall continue in possession of the Leased Premises beyond the termination of the Initial Term and any Renewal Term hereunder, such holding over shall be considered an extension of this Lease for a one-month period and so on,from month to month, until terminated by either party by giving not less than thirty (30) days written notice of termination to the other. Such holding over shall be upon the same terms and conditions as are set forth in this Lease. Surrender of Premises Upon termination of this Lease, whether by lapse of time or otherwise, or upon the exercise by Landlord of the power to enter and repossess the Leased Premises without terminating this Lease, as hereinbefore provided, Tenant shall at once surrender possession of the Leased Premises to Landlord in a condition and order of repair substantially similar to its original condition and order of repair upon the commencement of the lease term, reasonable wear and tear and damage by events of casualty excepted, and shall at once remove all of Tenant's personal property and trade fixtures from the Leased Premises. Upon any such termination, Tenant shall, as directed by Landlord, either remodel any addition to the Premises constructed by Tenant, so as to facilitate use of such addition for office operations or remove such addition from the Leased Premises.Any such remodeling or removal of any addition to the Leased Premises shall be made by Tenant at its sole cost and expense. If, upon any such termination, Tenant does not at once surrender possession of the Leased Premises and remove such of its property as allowed by Landlord, Landlord may forthwith re-enter and repossess the same and remove all of Tenant's property without being guilty of trespass or of forceful entry or detainer or without incurring any liability to Tenant for loss or damage to Tenant's property. Upon any such removal of Tenant's property, it shall be considered to have been abandoned and may either be retained by Landlord as its property or may be disposed of at public or private sale as Landlord sees fit. If any such property is either sold at public or private sale or retained by Landlord, the proceeds of any such sale or the then current fair market value of the property, as the case may be, shall be applied by Landlord against Landlord's expenses of removal, storage or sale of such property, the arrears of rent and other charges or future rent and other charges payable hereunder, and any other damages to which Landlord may be entitled hereunder. Tenant shall repair, at its sole cost and expense, any damage to the Leased Premises resulting from the removal of its property as allowed hereunder. 224. Time of the Essence Time is of the essence in the performance and observance of each and every term, covenant and condition of this Lease by both Landlord and Tenant. 24 ,_ Headings The headings used in this Lease are for convenience of the parties only and shall not be considered in interpreting the meaning of any provision of this Lease. 25.26. Binding Effect The provisions of this Lease shall extend to and be binding upon Landlord and Tenant and their respective legal representatives, successors and assigns. 1().<';'. Landlord's Consent Landlord shall not unreasonably withhold or delay its consent with respect to any matter for which Landlord's consent is required or desirable under this Lease. 17? Performance If there is a default with respect to any of Landlord's covenants, warranties or representations under this Lease,and if the default continues more than fifteen(15)days after notice in writing from Tenant to Landlord specifying the default, Tenant may, at its option and without affecting any other remedy hereunder, cure such default and deduct the cost thereof from the next accruing installment or installments of rent payable hereunder until Tenant shall have been fully reimbursed for such expenditures, together with interest thereon at a rate equal to the lessor of twelve percent (12%) per annum or the then highest lawful rate. If this Lease terminates prior to Tenant's receiving full reimbursement, Landlord shall pay the non-reimbursed balance plus accrued interest to Tenant on demand. 28.2) Compliance with Law If any law, ordinance, order, rule or regulation is passed or enacted by any governmental agency or department having jurisdiction over the Leased Premises or Tenant's use of the same which requires Tenant to modify or alter its operations or use of the Leased Premises, this Lease shall in no way be affected and Tenant shall, at its sole cost and expense, promptly comply with such law, ordinance, order, rule, or regulation. 19.:3C)_ Entire Agreement This Agreement is the entire agreement between the parties with respect to the subject matter hereof, and terminates and supersedes all prior understandings or agreements. 30. 1. Amendments No amendment to this Lease shall be valid or binding unless such amendment is in writing and executed by the parties hereto. Governing Law This Agreement shall be governed, construed and interpreted by, through and under the Laws of the State of Washington. 31 ? Severability of Provisions The invalidity or unenforceability of any particular provision of this Lease shall not affect the other provisions hereof and this Lease shall be construed in all respects as if such invalid or unenforceable provision were omitted. 3 >,{, Copy of Agreement Tenant acknowledges receipt of an executed copy of this Lease. IN WITNESS WHEREOF, the parties have executed this Lease as of the day and year first above written. TENANT: LANDLORD: JEFFERSON COUNTY WASHINGTON Board of County Commissioners Jefferson County, Washington By: John T. Shold, Manager Date By: PO Box 179 Greg Brotherton, Chair Date Mailing Address PO Box 1220 Port Hadlock, WA 98339 Mailing Address City / State/Zip Port Townsend, WA 98368 Phone: 360-385-0480 City/ State /Zip Phone: 360-385-9100 SEAL: ATTEST: Carolyn Galloway Date Clerk of the Board Approved AS to form-only: a.' November 15,2023 Philip C. Hunsucker Date Chief Civil Deputy Prosecuting Attorney STATE OF WASHINGTON COUNTY OF JEFFERSON I certify that I know or have satisfactory evidence that signed this instrument and that he is authorized to execute the instrument and acknowledged it to be his free and voluntary act for the uses and purposes mentioned in the instrument. Dated: Signature of Notary Public: My Appointment Expires: