HomeMy WebLinkAboutCastle Hill Associates LLC Lease - 040824Amendment No. 1 to the Lease Agreement with Castle Hill Associates, LLC
This Amendment No. 1 to the Agreement is made and entered into by and between
Jefferson County and Castle Hill Associates, LLC, herein after known as the "Parties."
WHEREAS, the Parties want to amend the Agreement entered into between them;
NOW, THEREFORE, the Parties agree as follows:
1. Purpose. The purpose of this Amendment is to change the lease term form December
1, 2020 through November 30, 2025 to January 1, 2021 through December 31, 2025.
2. Amendment.
a. Addendum `A'. 1) the first sentence of this section is amended to read: "The
lease shall be for five (5) years beginning January 1, 2021 and ending
December 31, 2025."
3. No Other Change. All other terms of the Professional Services Agreement between
the Parties remain unchanged, except as modified in this Amendment.
(SIGNATURES FOLLOW ON NEXT PAGE)
DATED this 8/4± day of /41)V1 ( . 2024.
JEFFERSON COUNTY WASHINGTON CASTLE ! ILL 'OCIATES, LLC
Board of County Commissioners
Jefferson County, Washington )ate
By: Y671 ki
Kat )ean, Chair Date
k/ABy:
Heidi is hour mmissioner Date
By:
Cr eg Brothert n, Commissioner Date
sssssss
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SEAL: 1.40' ..60.414Aitki/o..1„,;\
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ATTEST•
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:
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a c(-6s(as "- • • • 350.....
srimetisi°..
roly 3allaway, CMC
Clerk of the Board
Approved a o form only:
C
March 28, 2024
Philip C. Hunsucker Date
Chief Civil Deputy Prosectairq.,! Attorney
2
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
CONSENT AGENDA REQUEST
TO: Board of County Commissioners
FROM: Mark McCauley, County Administrator
DATE: April 8, 2024
SUBJECT: Lease Amendment: Castle Hill Associates, LLC Space Leased by Public
Health (Water Quality) Correction to the Lease Term
STATEMENT OF ISSUE:
In 2020 the County entered into a five-year lease with Castle Hill Associates, LLC to
accommodate the Water Quality Division of the Public Health Department. The term of the lease
was five years beginning on December 1, 2020 and running until November 30, 2025. Water
Quality didn't occupy the space until January 2021. This resulted in a pen and ink change to the
lease document that wasn't processed through the contract approval process nor approved by the
Board of County Commissioners.
ANALYSIS:
To correct this condition attached is a formal amendment document that changes the lease term
to January 1, 2021 through December 31, 2025.
FISCAL IMPACT:
None.
RECOMMENDATION:
That the Board of County Commissioners approve the attached lease amendment.
/ Ax�/,
3�
Mark McCauleLkountv Administrator X Date
CONTRACT REVIEW FORM
(INSTRUCTIONS ARE ON THE NEXT PAGE)
CONTRACT WITH: Castle Hill Associates, LLC
Clear Form
Contract No: CHA Lease Am No. 1
Contract For: Lease at Castle Hill - Water Quality Term: December 31, 2025
COUNTY DEPARTMENT: County Administrator
Contact Person: Mark McCauley
Contact Phone: 360-385-9130
Contact email: mmccauley@co.jefferson.wa.us
AMOUNT: $o
Revenue:
Expenditure:
Matching Funds Required:
Sources(s) of Matching Funds
Fund #
Munis Org/Obj
APPROVAL STEPS:
N/A
so
N/A
N/A
NA
NA
PROCESS:
Exempt from Bid Process
Cooperative Purchase
Competitive Sealed Bid
Small Works Roster
Vendor List Bid
RFP or RFQ
Other: Amendment
STEP 1: DEPARTMENT CERTIFIES COMVXJANCE WI WJ3.�f%08111 AND CHAPTER 42.2 RCW.
CERTIFIED: a N/A:
Syature 7 D to
STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE
COUNTY (CONTRACTOR) HAS NOT BE DEBARRED BY ANY FEDERAL, STATE, OR LOCAL
AGENCY.
CERTIFIED: F N/A:
Si 6ure ' Date —
STEP 3: RISK MANAGEMENT REVIEW (will be added electronically, thro h Laserfiche):
Electronically approved by Risk Management on 3/26/2024.
Simple amendment changing the lease term.
STEP 4: PROSECUTING ATTORNEY REVIEW (will be added electronically through Laserfiche):
Electronically approved as to form by PAO on 3/28/2024.
Contract amendment.
STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND
PROSECUTING ATTORNEY(IF REQUIRED).
STEP 6: CONTRACTOR SIGNS
STEP 7: SUBMIT TO BOCC FOR APPROVAL
Coo
ADDENDUM 'A'TO LEASE DATED DECEMBER 1, 2020,
BETWEEN CASTLE HILL ASSOCIATES LLC, LANDLORD, AND
JEFFERSON COUNTY CENTRAL SERVICES, TENANT
1) The lease shall be for five (5) years beginning Qpxan lJEir'1, 2020 and
Ending November 30, 2025. Rent shall consist of Bate Rent on 961 sf
beginning at $1.47 psf plus current triple net of .22 psf for a total Year 1 of
$1.69 psf . Thereafter, base rent shall be subject to the Consumer Price
Index of .025% annually. Rent to be as follows:
Yr 1 Base Rent: $1,412.67
Yr 2 $1,447.99
Yr 3 $1,484.19
Yr 4 $1,521.29
Triple Net: $211.42
It
Total: $1,624.09
Total: $1,659.41
Total: $1,695.61
Total: $1,732.71
Yr 5 $1,559.32 aTotal $1,770.74
Note: Triple Net may adjust from time to time based on the cost of taxes,
building insurance and common area maintenance
2) Tenant to pay all utilities.
3) Tenant to advise their employees to not park directly in front of a building
or within close range for the convenience of clients and customers.
4) HVAC System: Tenant agrees to pay an annual fee for quarterly
maintenance of the air conditioning/heating system, currently by
Peninsula Heating and Cooling and paid through Castle Hill Associates
approximately $300./yr
5) Tenant to provide liability insurance as outlined in the lease prior to
occupying or working in the space. Upon submitting this coverage,
Tenant has permission to go into the space prior to Dec. 1, 2020, to make
improvements with prior Landlord approval.
6) Tenant shall provide an insert for the lighted sign at the front of the
building (approved by the City of Port Townsend) and a sign on the street
side of the building.
All other terms and conditions of the lease to remain the same.
Accepted and Acknowledged:
Tenant GrP!) P rrhe. it.? do CC
1/1/23120,�)-_C>
Date
Landlord Date
Lease Index
Name, Address, Parties, Use, Term
1 and 2
Minimum Rent
2
Security Depotit, Additional Charges
3,4 and 5
Uses Prohibited
S
Compliance with Law
5
Aitemdonsand Additions
6
................................
Repairs
6 and 7.
Liens
7
Assignment and Subletting, Hold Harmless
7 and 8
Subrogation
8
Liability insurance ........................................
a and 9
Utilities
9
Personal Property
9
Rules and Regulations -General Overview
9
Holding Over
9
Entry by Landlord
10
Tenant's Default ..............................:.........
10 and 11
Remedies in Default
11 and 12.
Default by Landlord
12
Reconstruction
13
Tenanfs Statement
14
Paridngand Common Areas ...............................
14
Authority o€ Parties
14and 15
Signs
15
Displays
15
Auctions
15
Hours of Business
15 and 16
Genera Provts ons .: ....::::—::::—.:: :: -: : —.: -::: -
-16-md-17 �-
Safes of Premises by Landlord
18
Subordination, Attornment
18
Notices
18 and 19
No Smoking Facility
1n
Standard Option Agreement ...............................
20
Lease Guarantee
21
Rules and Regulations— Current
22 and 23
Building Layout
24
Notary Page
25
LEACH rwIe rr�emcts f` be 1w1 � 1 041 `:
011,11011
NAME OF CENTER: v
r�-',
LEASE
44 i LL- S+W PP) 0 to C'
ADDRESS OF SPACE: 1 O U) S I N -S Lkfv'I
�9 UJ 0S°GIJt�
PARTIES 1. This lease, date I r C
�� QV��
1 .20 .00 , is made by and
Between C LI t-k L- �- L �.. PrS b c=- I i-I -I- h I . C_
(herein called "Landlord") and "`i LJ; �1.J C'O 0 NT`'� C �0� ?
do it P-1i I C e& _(Herein called "Tenant).
2. Landlord does hereby lease to Tenant and Tenant hereby leases from Landlord that
Certain space (herein called "Premises), having dimensions of approximately
Q-ce i S-Givarce feet of floor area- The location and dimensions of said
Premises are delineated on Exhibit "A" attached hereto and incorporated by
Reference herein. Said Premises are located in the NGL- - e R-,& �Pc?
City of (�o T— ` 16� Cs% 0 s T.-1� �
County of r�ll �-S6J
State of L& Pr tfi 1 ri (-, (r.) 0
Said lease is subject to the terms, covenants and conditions herein set forth and the
Tenant covenants as a material part of the consideration for this Lease to keep and
Perform each and all of said terns, covenants and conditions by it to be kept and
performed.
USE 3. Tenant shall use the Premises for 61'rl (—E_
And shall not use or permit the Premises to be used for any other purpose without the
----..-----
TERM 4. The terms of this lease and.commencement of Minimum Rent and Adjustments shall
Commence 10 days following substantial completion of LANDLORD'S WORK or when
Tenant .peen for business, whichever Is sooner, and shall then continue for
Months, unless sooner terminated as provided in this lease
If tenant accepts possession of the premises prior to the rent commencement date,
the Tenant shall be bound by all of the covenants and terms contained herein.
Landlord agrees that it will, at its sole cost and expense as soon as is reasonably possible
After the aYecution of this Lease commence and pursue to completion the
Improvements to be erected by Landlord to the extent show on the attached Exhibit
"S" labeled "Description of Landlord's Work and Tenant's Work.
-1-
L
M
The term "substantial completion of the Premises" is defined as the date of which
Landlord or its Project Architect not, ;es Tenant in V.- riting that the Premises are
substantially complete to the extent of Landlord's work specified in Exhibit "B" hereof,
with the exception of such work as Landlord cannot complete until Tenant performs
necessary portions of its work. Tenant shall commence the installation of fixtures,
equipment, and any of Tenant's Work as set forth In said Exhibit "B", promptly upon
substantial completion of Landlord's Work In the Premises and shall diligently prosecute
such installation to completion, and shall open the Premises for business not later than
the date specified for commenLercl L of 14,4in1,murn Rpm in Article 5 hereof.
MINIMUM RENT
SA Tenant agrees to pay to Landlord as Minimum Rent, without notice or demand, the
Monthly sum of S iE i"�R 'f A C g L) Qy M PF
commencing ten (10) days after
Substantial completioh :of Landlord's Work in the Premises asset forth in Article 4
Herein above or when T eiiant opens for b:.'siness, whichever is sooner. and a like sum,
in advance, on or before the first'day of each and every successive calendar month
Thereafter during the term hereof, except that the first month's rent and deposit,
Referred to in Paragraph 6 herein, shall be paid upon the execution hereof. Rent for
any period during the term hereof which is for less than one (1) month shall be a
prorated portion of the monthly installment herein, based on a (30) day month_ Said .
rental shall be paid to Landlord, without deduction or offset, in lawful money of the
United State of America, a such N ace ass Landl`-'rd `'nay from time to time designate In
writing. Also, see paragraph 39.
Tenant shall pay first month's, last month's, and security deposit at signing of the Lease.
Last month's rate shalt be based on first year's rent and adjusted to actual last month's
rent.
5B in additiori, the r <<Inl-rrum rent as set forth in SA above shall be subject to being
Increased by the percentage of increase, if any, in the Consumer Price Index-U.S.
Average — All items, as; published by the United States Department of Labor's Bureau of
------ -- -----------Leber-of-labor-Statistics. The-base-periosirfatpuiEto�es �fsuch adjustment, shall be
September of the year in which this Lease is dated above. .
Each September following the commencement of rental shall then be used for
Comparison purposes with any adjustment In Minimum Rent to be effective as of the
next stiCCeBu
.�_u_1g,ja..,.,.-,, a..i.. m event shall the Minimum Rent be less than the sum as
.,,, �R
specified above in (A) above. Should the aforementioned index be discontinued, the
Landlord shall select another similar index which reflects consumer prices. (By way of
Illustration only, if the September figure for which this Lease is dated above is 120 and
the September figure following commencement of rentals is 125, then the Minimum
Rent for the next calendar year shall be increased by 4.17%)
- 2-
SECURITY DEPOSIT
6. Tenant has deposited with Landlord the sum of performance by Tenant of
Said sum shall be held by Landlord as security for the faithful p
1tlHons „F . case to be- kept and performed by Tenant
all terms, covenants, and cuiiui��v��� �� thl� �-�-- __ ._ _
during the term hereof. if tenant defaults with respect to any provision of this Lease,
including, but not limited to the provisions relating to the payment of rent, Landlord
may (but shall not be required to) use, apply or retain all or any part of this security
deposit for the payment of any rent or any other sum in default, or for the payment of
any amount which Landlord may spend or become obligated to spend by reason of
Tenant's default, or to compensate Landlord for any other loss or damage which
Landlord may sui lei uy reason cf Tenant's default If anv portion of said deposit is so
used or applied, Tenant shall, within five (5) days after written demand thereof, deposit
cash with Landlord in an amount sufficient to restore the security deposit to its original
Amount and tenant's failure to do so shall be be a default under this Lease. Landlord
shall not be required to keep this security deposit separate from its general funds, and
Tenant shall not be entitled to interest on such deposit If Tenant shall fully and
faithfully perform every provision of the Lease to be performed by it, the security
deposit or any balance e,Cof sl:4i! be returs±ed to Tenant for, at Landlord's option, to
the last assignee of Tenant's interest hereunder) within (10) days following expiration of
the Lease terms. In the event of termination of Landlord's interest in this Lease,
Landlord shall transfer said deposit to Landlord's successor in interest.
ADDITIONAL CHARGES
7A Percentage Rent NOT APPUCABL E UNLESS OTHERWISE STATED IN ADDENDUM
76 ADJUSTIOUNTS
1. in addition to the Minimum Rent provided in Article 5 herein -above, and commencing
2. As provided in Article 4 herein, Tenant shall pay to Land the following items, herein -
called Adjustment. Thereafter, all Adjustments will be made on a calendar year basis.
a. All real estate taxes, licenses, and insurance premiums on the premises, including
land, building, and improvement thereon. Said real estate taxes shall include all real
emote taxes and assessments that are levied upon and/or assessed against the
- — -- -- - -- -- --premises: Said4nsur-ance-shall-include-alLinsumce premiums for fire, extended
coverage, liability, and any other insurance that landlord deems necessary on the
premises. Said taxes and insurance premiums for purpLof provision shall be
reasonably apportioned In accordance with the total flf the building or
buildings of which the premises are a part
-3-
b. The percent of the total cost of the following items as Tenant's total floor area bears
to the total floor area of the shopping center which is from time to time completed as
of the first day of each calendar quarter.
1. All real estate taxes Including assessments, all insurance costs, and all costs to maintain, repair,
and replace common areas, parking lots, sidewalks, driveways, and other areas used in
common by the tenants of the shopping center.
2. Ail costs to supervise and administer said common areas, parkil is l;,ts, �iwcurail[c, driveways,
and other areas used in common by the Tenant or occupants of the shopping center, said costs
shall include such fees as may be paid to a third party in connection with same and shall in any
event include a fee to Landlord to supervise and administer same in an amount equal to fifteen
percent (15%) of the total costs of (1.) above.
3. Any parking, charges, utilities surcharges, or any other cost-s [eyie+r{, accessed or imposed by, or
at the direction of or resulting from statutes or regulations, or Interpretation thereof,
promulgated by any governmental authority In connection with the use or occupancy of the
premises or the parking facilities serving the premises.
4. All taxies, licenses and fees (other than FEDERAL or STATE income taxes) levied by any law,
statute or ordinance preserveiy ard'g ;i Or L'na. ed t'rino the ter[Tt of this Lease.
rt during,
S. Mechanical maintenance and/or mechanical maintenance contracts, water, gas sewer, garbage
and other services used in common.
6. Upon commencement of rental, Landlord shall submit to Tenant a statement of the
anticipated monthly adjustments for the period between such commencement and the
following January, and 1-enamt shaii pay sanne and a!! subse'-,Dent monthly payments
-- - "-' '--—conc`urre y'with-the-payment-of-Minimurr .Rent —Tenant shal�conti-nu&to. mak"aid. monthly..__ _......__. _ _... _
payments until notified by Landlord of a change thereof. By March 1 of each year Landlord
shall submit to Tenant upon request, a statement showing the total adjustments for the
shopping center for the prior calendar year and Tenant's allocable share thereof, prorated from
the commencement of rental. in the event the total of the monthly payments which Tenant
. - - less ttir li the Tenant's actual share of such
has made for the priorcaienud� year uc �_�� ���u�, �,...
adjustments, then Tenant shall pay the difference in a lump sum within ten (10) days after
receipt of such statement from landlord and shall concurrently pay the difference in monthly
payments made in the
-4
then calendar year and the amount of monthly payments which are then calculated as monthly
adjustments based on the prior year's experience. Any overpayment by Tenant shall be credited
toward the monthly adjustments next coming due. The actual adjustments for the prior year
shall be used for purposes of calculating the anticipated monthly adjustments for the then
current year with actual determination of such adjustments ai'lei each Colclndar year ss alro`.`e
provided: excepting that in any year In which resurfacing is contemplated, landlord shall be
permitted to include the anticipated cost of same as part of the estimated monthly adjustments.
Even though the term has expired and Tenant has vacated the premises, when the final
determination is made of Tenant's share -of said adjustments for the year in which this lease
terminates, Tenant shall immediately pay any increase due over the estimated adjustments
.._..d. ..i=..0 bon immntdiz+cly rahatpd h�!
previously paid and, conversely, any UVer�dylilC,u u,auc �� a...�.- �+�.�.•...,
Landlord to Tenant
USES PROHIBITED ;
a Tenant shall not do or permit anything to be done in or about the premises nor bring or keep
anything therein which will in any way increase the existing rate of or affect any fire or other
insurance upon the Building or any of its contents, or cause a canceiiation of a►iy ifIbUf a,iCc-
policy covering said building or any part thereof or any of its contents. Tenants shall not do or
permit anything to be done in or about the premises which will in any way obstruct br interfere
with the•rights of otherTenants or occupants of the building or injure or annoy them or use or
allow the premises to be used for any improper, immoral, unlawful or objectionable purpose,
nor shall -Tenant cause, maintain or permit any nuisance in, on or about the Premises. Tenant
shall- not commit or allow to be committed drry waste In or upon the Pr O ftes. Tenant shall rot
add services or type of goods beyond the services originally approved without permission of
the Landlord. if Tenant makes additional improvements, tenant shall first obtain approval
from Landlord and use licensed contractors for all work performed and shall get permission
for any contractors wishing to access the roof.
- w
4�ipf ANC [TN. LAW-- .. - - .
9 Tenant shall not use the Premises, or permit anything to be done in or about the premises,
which will in any way conflict �vlth any law, statute, ordinance or governmental rule or
regulation now in force or which may hereafter be enacted or promulgated. Tenant shall, at its
sole cost and expense, promptly comply with all laws, statutes, ordinances and govemmental
rules, regulations or requirements now in force or which may hereafter be in force and with the
requirements of any uoaiu' i 're undo wi > or s-1--ilar boodles nmv or hereafter
constituted relating to or affecting the condition, use or occupancy of the premises, excluding
structural changes not related to or affected by tenant's improvements or acts. The -judgment
of any court of competent jurisdiction or the admission of Tenant in any action against Tenant,
whether Landlord be a party thereto or not, that Tenant has violated any law, statute, ordinance
-5-
or governmental rule, regulation or requirement, shall be conclusive of the fact as between the
Landlord and Tenant.
ALTERATIONS AND ADDITIONS
10 Tenant shall not make or allow to be made any alterations, additions or improvements to or of
the premises or any part thereof without the written consent of Landlord first and obtained
approval of any alteration, additions or improvements to or of said Premises, including, but not
limited to , wall covering, floor coverinE, paneling and built-in cd`ui IVA wow , uuft exccptiI1g
movable furniture and trade fixtures, shall at once become a part of the realty and belong to the
Landlord and shall be surrendered with the premises. In the event Landlord consents to the
making of any alteration, additions or improvements to the premises by Tenant, the same shall
be made by Tenant at Tenant's sole cost expense. Upon the expiration or sooner termination of
the term hereof, Tenant shall, upon written demand by Landlord, given at least thirty (30) days
prior to ilia end of th e tee �, at Tenant's so!^ ^^s' '^'r ovMen5n, f�rFhuRrith anti with aiI (it e
\.. bV LMIlV
diligence remove any alterations, additions, or improvement made by Tenant, under previous
leases or the current lease, designated by Landlord to be removed, and Tenant shall, forthwith
and with all due diligence, at its sole cost expense, repair any damage to the premises caused by
such removal. Tenant shall return all keys to the Landlord within five (5) days following
termination of the lease or pay for the cost of new keys, if the Landlord so requires.
REPAIRS
11A By entry hereunder, Tenant shall be deemed to have accepted the Premises as being in good,
sanitary order, condition and repair. Tenant shall, at Tenant's sole cost and expense, keep the
Premises and every part thereof in good condition and repair (except as hereinafter. provided
with respect to Landlord's obligations) including without limitation, the maintenance,
replacement and repair of any storefront, doors, window casement, glazing, heating and air-
--..— -------coRditioF&g-s+stem-gf4heFe-is-amexjstingair-eondi ioningsystem-y-Where-there
conditioning system, Teantn shall obtain a service contract for repairs and maintenance of said
system, said maintenance contract to conform to the requirements underthe warranty, if any,
on said system), plumbing pipes, electrical wiring and conduits. All Tenants shall carry adequate
BLANKET GLASS INSURANCE. Tenantshaii, upon expiration or soonertermiriaiiun ui Lyle icasc
hereof, surrender the Premises to the Landlord In good condition, broom clean, ordinary wear
and tear and damage from causes beyond the reasonable control of Tenant excepted. Any
damage to adjacent premises caused by Tenant's use of the Premises shall be repaired at the
sole cost and expense of Tenant
B Notwithstanding the provisions'of Article 11a herein above, Landlord shall repair and maintain
the structural portions of the Building, including the exterior walls and roof, unless such
maintenance and repairs are caused in part or in whole by the act, neglect, fault or omission of
anv duty by the Tenant, its agents, servants, employees, invitee's, or any damage caused by
breaking and entering, in which case Tenant shall pay to Landlord the reasonable cost of such
maintenance and repairs. Landlord shall not be liable for any failure to make any such repairs or
to perform any maintenance unless such failure shall persist for an unreasonable time after
written notice of the need of such repairs or maintenance is given to Landlord by Tenant.
Except as provided In Article 25 hereof there shall be no abatement of rent and no liability of
Landlord by reason of any injury to or Interference with Tenant's business arising from the
making of any repairs, alterations or improvement in or_td any portion of the Building or the
Premises or in or to fixtures, -appurtenances and equipment therein unless any such repairs,
alteration or improvements are untimely made or are negligently performed.
LIENS
12 Tenant shall keep the Premises 'and the property in which the Premises are situated free from
any liens arising out of any work performed, materials furnished or obligation incurred by
Tenant. Landlord may require, at Landlord's sole option, that Tenant shall provide to Landlord,
at Tenant's sole cost and expense, a lien and completion bond in an amount equal to one and
one half (1-1/2) times the estimated cost of any improvements, additions, or alterations in the
premises which the tenant desires to make, to Insure Landlord against any liabirdy for
mechanics' and material men's liens and to insure completion of the work.
ASSIGNMENT AND SUBLETTING
13 Tenant shall not either voluntarily, or by operation of law, assign, transfer, mortgage, pledge,
hypothecate or encumber this lease or any interest therein, and shall not sublet the said
premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other
person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the
said Premises, or any portion thereof, without the written consent of Landlord first obtained,
which consent shall not be unreasonably withheld. A consent to one assignment, subletting,
---' - - - occOpStion or use Gy any bt ear pperson sh5i no -6e deemed to 6e a consen o any subsequent
assignment, subletting, occupation or use by another person. Consent to any such assignment
or subletting shall in no way relieve tenant of any liability under this Lease. If the Tenant is a
private corporation, a change in control of the Tenant by sale of stores or otherwise shall be
deemed to be an assignment requiring consent hereunder. In s e everitt ;at the sub te>>ant's
gross sales Is not as great as the Tenant's latest year's gross receipts, the Tenant shall pay the
difference to the Landlord If applicable under clause A. Such payments are subject to Article
34 General Provisions (Ix). Any such assignment or subletting without such consent shall be
void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease.
i`
-7-
In the event that Landlord shall consent to a sublease or assignment hereunder, Tenant shall pay
Landlord reasonable Tees, not to exceed 1'WO Hundred Wiwi ($tVii.), i(iCl.ifiCu nI c,ufluel,uvu
with the processing of documents necessary to giving such consent.
HOLD HARMLESS
14 Tenant shall indemnify and hold harmless Landlord against and from any and all claims arising
from Tenant's use of the Premises or from the conduct of its business or from any activity, work,
orother things done,permittedorsuir'ered lby fie Terlar(tir(carabout the r e-i files,aItusllal3
further indemnify and hold harmless Landlord against and from any and all claims arising from
any breach of default in the performance of any obligation on Tenant's part to be performed
under the terms of this Lease, or arising from any act or negligence of the Tenant, or any officer,
agent, employee, guest, or invitee of Tenant, and from all costs, attorney's fees, and liabilities
incurred in or about the defense of any such claim or any action or proceeding brought thereon
and in case a.—,, arrdon or pr¢roerding he brought against Landlord by reason of --mrh claim_
Tenant upon notice from Landlord shall defend the same at Tenant's expense by counsel
reasonably satisfactory to Landlord. Tenant as a material part of the consideration to Landlord
hereby assumes all risk of damage to property or injury to persons in, upon or about the
Premises, from any cause other than Landlord's negligence, and Tenant hereby waives all claims
in respect thereof against Landlord.
SUBROGATION
15 As long as their respective insurers so permit, Tenant hereby waives its right of recovery against
the Landlord for any loss insured by fire, extended coverage and other property insurance
policies.
LiABILITY INSURANCE
16 A Tenant shall, at Tenant's expense, obtain and keep in force during the term of this Lease, a
comprehensive public liability insurance, insuring Landlord and Tenant against and_ _
liability arisingout of the ownership, use occupancy or mainten4ince of the Premises and all
t
areas appurtenant thereto. Such insurance shall be in the amount of not less than$1,000,000.
for injury or death of one person in any one accident or occurrence and in the amount of not
IC J (flat, ,G Mn non c....:...i...........1....sL .,.0 «...,�.. a6.......�..... vu. n....-,....i.1.... ,VtJV,VVV_ cut ul)ul y w ucau+ Vi nlvlc u�au unc j�cr$i�n in uny �u� uwwi ut yr
occurrence. Such insurance shall further insure Landlord and Tenant against liability for
property damage of at least $SOO,000. The limit of any such insurance shall not, however, limit
the liability of the Tenant hereunder. Tenant may provide this insurance under a blanket policy,
provided that said insurance shall have a Landlord's protective liability endorsement attached
thereto. Said coverage shall also Include glass coverage for all doors and windows in the event
Tenant heir agents, rsemants, emnlnvAP$� inVitPPs- or as a result of breaking and entering
-8-
raitce damage of anv kind.
M ILI
17 Tenant shall pay for all water, gas, heat, light, power, sewer charges, telephone service, and all
other services and utilities supplied to the Premises, together with any taxes thereon. if any
such services are not separately metered to Tenant, Tenant shall pay a reasonable proportion to
wn—+t— .;sect lb,z L and!orct of all charges Jointly metered with other premises.
PERSONAL PROPERTY
18 Tenant shall pay, or cause to be paid, before delinquency any and all taxes levied or assessed
and which become payable during the terms hereof upon all Tenant's leasehold improvements,
equipment, furniture, fixtures, and any other personal property located in the Premises. in the
invent a- or aff of the Tenant's leasehold Improvements, equipment, furniture, fixtures and
other property shall be assessed and taxed with the real property, the Tenant sha(I pay to
Landlord its share of such taxes within ten (10) days after delivery to Tenant by Landlord of a
statement in writing setting froth the amount of such taxes applicable to Tenant's property.
RULES AND REGULATIONS
e■ e_•..LL_U.. b__.-.._ d vfth +tin rut � 4n[�t rC I[t tion t t' � andinCd Shah
i3A H ienanLsnau ia�unuuy, vwc�vc a��u cc�•npl`y `rva., the le. eg...a_t_.. h?_
from time to time promulgate and/or modify. The rules and regulations shall be binding upon .
the Tenant upon delivery of a copy of them to Tenant, the current Rules and Regulations hereby
attached to this Lease and a part thereof. Landlord shall not be responsible to Tenant for the
nonperformance of any said Rules and Regulations by any other tenants or occupants.
19B The Tenant shall pay to the Landlord $50. per day for every day that the Tenant does not obey
the Landlord's Rules and Regulations. In the event that the Tenant continues to disobey such
_ _____._ __ Bules-wd-Regulatlons_for_a_period_of greatecthan.3Qdays,_this_ Lease_ma-y-be_betd_in-defautt at__ ....._.�
the sole option of the Landlord, whereupon the Landlord may, without.any further notice,
terminate this Lease and take possession of the Premises.
HOLDING OVER
20 If Tenant remains In possession of the Premises or any part thereof after the expiration of the
term hereof with the express written consent of Landlord, such occupancy shall be a tenancy
from month -to -month at a rental in the amount of one and one half (1-1/2) times the last
Monthly Minimum Rent, plus all other charges payable hereunder, and upon all of the terms
hereof applicable to month- to- month tenancy.
-9-
ENTRY BY LANDLORD
21 Landlord reserves, and shall at any and all times have, the right to enter the Premises to inspect
the same, to submit said Premises to prospective purchasers or tenants, to post notices of non -
responsibility, to repair the Premises and any portion of the Building of which the Premises are a
part that Landlord may deem necessary or desirable, without abatement of rent; and may from
that purpose erect scaffolding and other necessary structures where reasonably required by the
. �_..._ -Ler rt ��,.. � t� pe� ed� AArar- „ viding that the entrance to the Premises shall
t,ttat a�t.ct v� �i'iL' ...., �. �.. �e' rm__ rn
not be blocked thereby, and further providing that the business of the Tenant shall not be
Interfered with unreasonably- Tenant hereby waives any claim for damages or for any injury. or
inconvenience to or interference with Tenant's business, any loss of occupancy or quiet
enjoyment of the Premises, and any other loss occasioned thereby_ For each of the aforesaid
purposes, Landlord shall at all times have and retain a key with which to umock all of the doors
in' -,, ,n and about the PremisPS; excluding Tenant's vaults, safes and files, and Landlord shall
have the right to use any and all means which Landlord may deem proper to open said doors in
an emergency, in order to obtain entry to the Premises without liability to Tenant except for any
failure to exercise due care to Tenant's property and'any entry to the Premises obtained by
Landlord by any of said means, or otherwise, shall not under any circumstances be construed or
deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction of
Tenant from the Premises or any portion thereof.
TENANT'S DEFAULT
22 The occurrence of anyone or more of the following events shall constitute a default and breach
of this Lease by Tenant.
a. The vacating or abandonment of the Premises by Tenant.
b. The failure by Tenant to make any payment of rent or any other payment required as to be
made by Tenant hereunder, as and when due, where such failure shall continue for a period of
-------.--.-three-(3)-daysafter-written-notice-ther-eof-by- andlordto Tenant,- -------.--- -._. --- --- — — - — —
c. The failure by Tenant to observe or perform any of the covenants, conditions or provisions of
this Lease to be observed or performed by the Tenant, otherthan described in Article 22b
above, where such failure shall continue for a period of thirty (30) days after written notice
hereof by Landlord to Tenant; provided, however, that if the nature of Tenant's default is such
that more than thirty (30) days are reasonably required for its cure, than Tenant shall not be
deemed to be in default if Tenant commences such cure with said thirty (30) days period and
thereafter diligently prosecutes such cure to completion.
d. The making by 1-enant of any generai ass ignrrieii% ui genei i a rat nseii,ent yr th% be- r:ef;, ^-f
creditors, or the filings by or against Tenant of a petition to have Tenant adjudged a bankrupt, or
-10-
e�,
a petition of reorganization or arrangement under any law relating to bankruptcy (unless, in
case of a petition filed against Tenant, the same is dismissed within sixty (60) days, or the
appointment of a trustee or a receiver to take possession of substantially all of Tenant's assets
located at the Premises or of Tenant's interest In this Lease, where possession is not restored to
Tenant within thirty (30) days; or the attachment, execution or other judicial seizure of
substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease,
where such seizure is not discharged in thirty (30) days).
22e The failure by Tenant to give a copy of its latest annual financial statement upon thirty (30) days
written notice from the Landlord's lender under the following conditions: 1) Such request ay
occur up td twice annually 2) shall only be if percentage clause included in terms.
REMEDIES IN DEFAULT
23 in the event of any such default or breach by Tenant, Landlord may at any time thereafter, with
written notice or demand to cure default within 14 days without limiting Landlord in the -
exercise of a right or remedy, which Landlord may have by reason of such default or breach.
a- Demand full payment of all future Minimum Rent and Adjustments for the unexpired portion
of the term of this Lease
b. Terminate Tenant's right to possession of the Premises by any lawful means, in which case
this Lease shall terminate, and Tenant shall immediately surrender possession of the Premises
to Landlord. in such event Landlord shall be entitled to recover from Tenant all damages
Incurred by Landlord by reason of Tenant's default Including, but not limited to, the cost of
recovering possession of the Premises, expenses or re -letting, inciuciir�g,�ecC a,-yi,�IAVVO uI,
and alteration of the Premises, reasonable attorney's fees; the worth at the time of award by
the court having jurisdiction thereof of the amount by which the unpaid rent and other charges
and Adjustments called for herein for the balance of the term after the time of such award
exceeds the amount of such loss of the same period that Tenant proves could be reasonably
--- ----= ----avoided; and4hat por-lion of-any4easingcommission-paid-by Landlord- and applicable-to=the- - -- - --- -
unexpired term of this Lease. UiTpaiu bear interact from
the date due at the rate of ten percent (10%). Also a 10% PENALTY on rent paid after the 5"i of
the month.
c. Maintain Tenant's right to possession, in which case this Lease shall continue in effect
whether or not Tenant shall have abandoned the Premises. In such event, Landlord shall be
entitled to enforce all of Landlord's rights and remedies under this Lease, including the right to
recover the rent and any other charges and adjustments as may become due hereunder; or
d. Upon breach by Tenant of any of the covenants contained In this Lease, and upon reasonable
-11-
notice of such breach given to the Tenant by Landlord, and upon failure to cure such breach
within a reasonable time, not to exceed fourteen (!4) days, Life Landlord shall have the right to
declare the term of the Lease ended. Upon such declaration by the Landlord, Tenant shall
immediately give up possession of the lease property.
Upon termination of the Lease pursuant to the above paragraph, the Landlord shall, have the
right to and may: '(1) Take peaceable possession of the property, by and peaceable means
whatsoever.. including but not limited to the placing and changing of locks on the doors of the
business, (2) Take peaceable possession of any and all goods and inventory on the Premises. In
the event Landlord lawfully re --enters the Premises as provided herein, Landlord shall have the
right, but not the obligation, to remove all the personal property located therein and to place
such property in storage at the expense and risk of owners thereof, which the right to sell such
stored property, without notice to Tenant, after it has been stored for a period of thirty (30)
days or more, the proceeds of such sale to be applied first to the cost of such sale, second to the
payment of the charges forstorage, if any and third to the payment of any other sums of money
which maythen be due from Tenant to Landlord under any of the terms hereof, the balance, if
any, to be paid by Tenant.
Tenant agrees that the Landlord shall not be liable for any damages, including but not limited to
lost profits and business Interruption, for any of the Landlord's actions under this paragraph.
Tenant hereby waives auy r 8i7t u aC.i un Ul-lde Chaptes ra.12 ^f } geu:ed _a Of
Washington, as amended.
23e Pursue any other remedy now or hereinafter available to Landlord under the laws or judicial
decisions of the State In of Washington in which the property is located.
DEFAULT BY LANDLORD
24 Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord
within a reasonable time, but in no event later than thirty (30) days after written notice by
...--..-------Certified-Ma*byTenant-to.L-andlord-and-to-the-holder-of any -first mortgage-ordeed,oftr
covering the Premises whose names and address shall have theretofore been furnished to
Tenant in writing, specifying wherein Landlord has failed to perform such obligation; provided,
however, that if the nature of Landlord's obligation is such that more than thirty (30) days are
required for performance then Landlord shall not be in default if Landlord commences
performance within such thirty (30) day period and thereafter diligently prosecutes the same to
completion. In no event shall Tenant have the right to terminate this Lease as a result of
Landlord's default and Tenant's remedies shall be limited to damages and/or an injunction, and
- in no case may the Tenant withhold rent or claim a set off from rent.
_12-
RECONSTRUCTION
25 In the event the Premises are damaged by fire or other perils covered by extended coverage
insurance, Landlord agrees to forthwith repair same, and this Lease shall remain in full force and
effect, except the Tenant shall be entitied with the consent of Llie Lanu►ord, to a propol t1lan"Me
reduction of the Minimum Rent from the date of damage and while such repairs are being
made, such proportionate reduction to be based upon the extent to which the damage and
making of such repairs shall reasonably interfere with the business carried on by the Tenant in
the Premises. if the damage is due to the fault of neglect of Tenant or its employees, there shall
be no abatement of rent in the event the Premises are damaged as a result of any cause other
L11 the perils c.�red by fire and extended coverage Insurance then Landlord shall forthwith
repair the same, provided the extent of the destruction be less than ten percent (10%) of the
then full replacement cost of the Premises. In the event the destruction of the Premises is to an
'extent often percent (10%) or more of the full replacement cost then Landlord shall have.the
option; (i) to repair or restore such damage, this Lease continuing in full force and effect but
the Minimum Rent to be proportionately reduced as herein above in this Article provided; or (2)
give Mice to Tenant at any time within sixty (60) days after such damage, terminating this
Lease of the date specified In such notice, which date shall be not more than thirty (30) days
after giving of such notice. in the event of giving such notice, this Lease shall expire and all
interest of the Tenant in the Premises shall terminate of the date so specified in such notice and
the Minimum Rent, "reduced by a proportionate reduction, based upon the extent, if any,.to .
which such damage interfered with the business carried on by the Tenant in the Premises, shall
he paid up to date of said such termination. Landlord shall not be required to repair any injury
or damage by fire or other cause, or to make any repairs or replacements of any leasehold
improvements, fixtures, or other personal property of Tenant.
26 if more than twenty-five percent (25) of the Premises shall betaken or appropriated by any
public or ouasi-public authority under the power of eminent domain, wither party hereto shall
have the right, at its option, within sixty (60) days after such taking, to terminate this Lease upon
tidy (3y5 0}da-written notice— rr eitlleF less ti�airormoie titi3rr25yo-ui `ncerrc� ��iSrS urC .akc��--
(and neither party elects to terminate as herein provided), the Minimum Rent thereafter to be
paid shall be equitably reduced. If any part of the Shopping Center other than the Premises may
be so taken or appropriated, Landlord shall within sixty (60) days of said taking have the right at
Its option to terminate this Lease upon written notice to Tenant. In the event of any taking or
appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements
which may begiven and Tenwits- lail have no Claim agaifiat Loi-JU1 1u owl 64, : U.0 of ar;y
unexpired term of this Lease.
TENANTS STATEMENT
27 Tenant shall at any time from time to time, upon not less than three (3) days prior written notice
from landlord, execute, acknowledge and deliver to Landlord a statement in writing (a)
certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the
nature of such modification and certifying that this Lease as so modified is in full force and effect
and the date to which the rent and other charges are paid in advance, if any, and (b)
acknowledging that there are not, to Tenant's knowledge, any incurred default if any are
claimed, and (c) setting forth the date of commencement of rents and expiration of the term
hereof. Any such statement may be relied upon by any prospective purchaser or encumbrances
of all or any portion of the real property of which the Premises are a part.
PARKING AND COMMON AREAS
28a_ Prior to the date of Tenant's opening for business in the Premises, Landlord shall cause said
common and parking area or areas to be graded, surfaced, marked and landscaped at no
expense to Tenant if Building is of new construction and first time tenancy. Landlord to
maintain existing parking and common areas to previously held maintenance schedules.
b. Tenant, forthe use and benefit of Tenant, its agents, employees, customers, licenses and. sub-
tenants, shall have the non-exclusive righT In common with Landlord, and other present and
.__—__ r,._.�_,,.. I:..,,...a.,.e.c...„1c..F�tnnnnte to
future owners, tenants and their agents, employees, L—U—W)7� IC1 a, /x c J Zinc, ...
use said common and parking areas during the entire term of this Lease, or any extension
thereof, for ingress and egress, and automobile parking.
c. The Tenant, in the use of said common and parking areas, agrees to comply with such
reasonable rules, regulations and charges for parking as the Landlord may adopt from time to
time for the orderly and property operation of said common and parking area. Such rules may
Include but shall not be limited to the following: (1) THE BUILDING AND COMMON AREAS
WITHIN 25' OFTHE BUIDDING (PER STATE LAW) TO BE -'NO SMOKING AREAS" (2) The
employee-par4dng-to-a-iim4ted, designated -area or.areas, and (3)-The-regulatian-of ----- - --
the removal, storage and disposal of Tenant's refuse and other rubbish at the sole cost and
expense of Tenant, or as provided in Article 7b.
AUTHORITY OF PARTIES
29 a. Corporate Authority, If Tenant is a corporation, each individual executing this Lease on behalf of
said corporation represents and warrants that he/she is duly authorized to execute and deliver
-this Lease on behalf of said Corporation In accordance with a duly adopted resolution of the
board of directors of said Corporation, a copy of which shall within ten (10) days of the date of
this Lease be delivered to Landlord by Tenant, In accordance with the bylaws
-14-
of said Corporation, and that this Lease is binding upon said Corporation in accordance with its
terms. owners shall additionally execute written personal guarantees to the Leas
n_ �: issLr r .41-4 hnrvin ie w limitct{ c�artnerchin_ tt iS understood and agreed
b. Limited Partnerships. u the uai+uw+u `^ Pa +'
that any claims by Tenant on Landlord shall be limited to the assets of the limited partnership,
and furthermore, Tenant expressly waives any and all rights to proceed against the individual
partners, or the officers, directors or shareholders of any Corporate partner, except to the
extent of their interest in said limited partnership.
SIGNS
30 The Tenant may affix and maintain upon the glass panes and supports of the show windows and
within twelve inches (1V) of a window and upon the exterior walls of the Premises only such
signs, advertising placards, names, insignia, trademarks and descriptive material as shall have
first received the written approval of the Landlord as to type, size, color, location, copy nature
and display qualities: Anything to the contrary in this Lease notwithstanding, Tenant shall not
dt�iul a�iy Sign tv uiC: r:,af. Tenant Shall howevo , erect an electric. sign face on the front of the
Premises not later than the date Tenant opens for business, in accordance with a design to be
prepared by Tenant and approved in writing by Landlord and thereafter submitted for final
approval by the City of Port Townsend .
DISPLAYS
31 The Tenant may not dispiay or sell merchandise ur diiuw gkoct-:cy ca w or U her simi ar d-A- ccs
within the control of Tenant to be stored or to remain outside the defined exterior walls and
permanent doorways of the Premises. Tenant further agrees not to install any exterior lighting,
amplifiers or similar devices or use in or about the Premises, any advertising medium which may
be heard or seen outside the Premises, such as flashing lights, search lights, loud speakers,
phonographs or radio broadcasts.
AUCTIONS -- - --------- --- ----- -- -
32 Tenant shall not conduct or permit to be conducted any sale by auction in, upon or from the
Premises, whether said auction be voluntary, involuntary, pursuant to any assignment for the .
payment of creditors or pursuant to any bankruptcy or other insolvency proceeding.
HOURS OF RUSINM
33 Subject to the provisions of Article 25 hereof, Tenant shall continuously during the entire term
hereof conduct and carry on Tenant's business in the Premises and shall keep the Premises open
for business and cause Tenant's business to be conducted therein during the usual business
hours of each and every business day as is customary for businesses of like character in the city
-is-
;J�
in which the premises are located to be open for business, provided, however, that this
pro -aisle-. steal! not apply if tha premises should be dosed and the business of Tenant
temporarily discontinued therein on account of strikes, lockouts or similar causes beyond the
reasonable control of Tenant or closed for not more than three (3) days out of respect to the
memory of any deceased officer or employee of Tenant, or the relative of any such officer or
employee. Tenant shall keep the Premises adequately stocked with merchandise, and with
sufficient sales personnel to care for the patronage, and to conduct said business in accordance
with practice.
In the event of breach by the Tenant of any of the conditions in this Article contained, the
Landlord shall have, in addition to any and all remedies herein provided, the right at tPiis option
to collect not only the Minimum Rent herein provided, but additional rent at the rate of one -
thirtieth (1/30) of the Minimum Rent herein provided for each and every day that the Tenant
steal fall to conduct its business as herein provided; said additional rent shall be deemed to be in
lieu of the enant's faiiure to LORUJ Ct i-S bUS-IneSs aS h-cmin `''rmAded.
GENERAL PROVISIONS
34
a. Plats and Riders Clauses, plats, riders and addendums, if any affixed to this Lease are a
Nw hnre.
b. Waiver The waiver by Landlord of any terms, covenant or condition herein contained shall
not be deemed to be a waiver of such term, covenant or condition or any subsequent
breach of the same or any other term, covenant or condition herein contained. The
subsequent acceptance of rent hereunder by Landlord shall not be deemed to be a waiver.
of any preceding default by Tenant of any term, covenant or condition of this Lease, other
than the failure of the Tenant to pay the particular rental so accepted, regardless of
Landlord's knowledge of such preceding default at the time of the acceptance of such rent.
c. Joint obligation If there are more than one Tenant, the obligations hereunder imposed
shall be joint and several.
d. Marginal Headings The marginal headings and article titles to the articles of this Lease are
not a part of the Lease and shall have no effect upon the construction or interpretation of
any part here.
e. Time Time is of the essence of this Lease and each and all of its provisions in which
performance is a factor.
f. Recordation Neither Landlord nor Tenant shall record this Lease, but a short form
memorandum hereof may be recorded at the request of Landlord
g. Quiet Possession Upon Tenant paying the rent reserved hereunder and observing and
performing all of the covenants, conditions and provisions on Tenant's part to be observed
and performed hereunder, Tenant shall have quiet possession of the Premises for the entire
term hereof, subject to all the provisions of this Lease.-
-16-.
h. Late Charges Tenant hereby acknowledges that late payment by Tenant to Landlord of rent
or other sums due hereunder wiff cause Landiord to incur cue75 not co, �t=a pvlated by this Lease,
the exact amount of which will be extremely difficult to ascertain. Such costs include, but are
not limited to, processing and accounting charges, and late charges which may be imposed upon
Landlord by terms of any mortgage or trust deed covering the Premises. Accordingly, if any
installment of rent or any sum due from Tenant shall not be received by Landlord or landlord's
designee by the Set of the month, then Tenant shall pay Landlord a late charge equal to ten
tC•yr � iev�t,itKed by Landlord by reason
percent (1Uyb) Of SUCK OVerUUC d111UiIrlt� }:/tuS atiy aat«Tic5 ........ ,
of Tenant's failure to pay rent and/or other charges when due hereunder. The parties hereby
agree that such late charges represent a fair and reasonable estimate of the cost that Landlord
will Incur by reason of the late payment by Tenant. Acceptance of such late charges by the
Landlord shall in no event constitute a waiver of Tenant's default with respect to such overdue
amount, nor prevent Landlord from exercising any of the other rights and remedies granted
tlC
1_ _f CUIIUC__.__1_I...
1. Prior Agreement This Lease contains all of the agreements of the parties hereto with
respect to any matter covered or mentioned In this Lease, and no prior agreements or
understanding pertaining to any such matters shall be effective for any purpose. No provision of
this Lease may be amended or added to accept by an agreement in writing signed by the parties
hereto or their respective successors in interest. This Lease shall not be effective or binding on
any party until fully executed by both parties hereto.
J. Inability to Perform This Lease and the obligations of the Tenant hereunder shall not be
affected or Impaired because the Landlord is unable to fulfill any of its obligations hereunder or
Is delayed in doing so, if such inability or delay is caused by reason of strike, labor troubles, acts
of God or any other cause beyond the reasonable control of the Landlord.
L Partial invalidity Any provision of the Lease which shall prove to be invalid, void, or illegal
shall in no way affect, impair or invalidate any other provision hereof and such other provision
shall remain in full force and effect
1. Cumulative Remedles No remedy or election hereunder shall be deemed exclusive but shall,
wherever possible, be cumulative with all other remedies at law or in equity. 1.
m. Attorney's Fees in the event of any action or proceeding brought by either party against
the other under this Lease, the prevailing party shall be entitled to recover for the fees of its
attorneys in such action or proceeding, including costs of appeal, if any, In such amount as the
court may adjudge reasonable as attorney's fees. In addition, should it be necessary for
Landlord to employ legal counsel to enforce any of the provisions herein contained, Tenant
agrees to pay all attorneys' fees and court costs reasonably incurred.
-17-
n. Sales of Premises by Landlord in the event of any sale of the Premises by Landlord,
Landlord shall be and is hereby entirely freed and relieved of all liability under any and all of its
covenants and obligations contained in or derived from this Lease arising out of any act,
ncciirrence or omission occurring after the consummation of such sale; and the purchaser, at
such sale or any subsequent sale of the Premises shall be deemed, without any further
agreement between the parties or their successors in interest or between the parties and any
such purchaser to have assumed and agreed to carry out any and all of the covenants and
obligations of the Landlord under this Lease.
o. Subordination, Attornment Upon request of the Landlord, Tenant will in writing
subordinate its rights hereunder to the lien of any mortgage, or deed of trust, to any bank,
Insurance company or other lending institution, now or hereafter in force against the Premises,
and to all advances made or hereafter to be made upon the security thereof
In the event any proceedings are brought for foreclosure, or in the event of the exercise of the
power of sale under any mortgage or deed of trust made by the Landlord covering the Premises,
the Tenant cull attcirn to the nurchasPr upon any such foreclosure or sale and recognize such
purchaser as the Landlord under this Lease
The provisions of this article to the contrary notwithstanding, and so long as Tenant is not in
default hereunder, this Lease shall remain in full force and effect for the full tern hereof. .
�. Notices All notices and demands which may or are to be required or permitted to be given
b ci 4— pu r L'^the c}fir hew^[I`r �k3ll wa !r; :.'!'t:^a All — Ices and demands lvt the
...' ,
Landlord to the Tenant shall be sent by United States Mail, postage prepaid, addressed to the
Tenant at the address herein below, or to such other place as Tenant may from time to time
designate in a notice to the Landlord. All notices and demands by the Tenant to the landlord
shall be sent by United States Certified Mail, postage prepaid, addressed to the Landlord at the
address set forth herein, and to such other person or place as the Landlord may from time to
time designta in n notirp to the TP.nant_
To Landlord at f ti L217—C-
-To W L) 'r- L-9 , L'L) 3 �
je-PrSSOC' I*rIL- cc;1H
To Tenant at
� tpo - 3gS_b g 1Iq
35 Tenant warrants that it has had no dealings with a .real estate broker or agents in
connection with the negotiation of this lease except: tjo IL)
-is-
36 Any disagreement between the parties with respect to the interpretation or application
of the Lease or the obligations of the parties hereunder may be determined by
arbitration. Such arbitration may be conducted only upon the sole request of the
Landlord before one arbitrator designated by the American Arbitration Association and
In accordance with the rules of such Association. The arbitrator designated and acting
under this Lease shall make his award in strict LE) niurii►ity wiiii such r uiCs and shall have
no power to depart from or change any of the provisions thereof. The expenses of
arbitration, together with reasonable attorneys' fees and costs incurred, shall be the
responsibility of the losing party, all as determined by the arbitrator and
notwithstanding any contrary provisions in the rules of the American Arbitration
Association. All arbitration proceedings shall be conducted in the City of Port
T^`. fn^c,ened W� nr On u n har in ations the rnronPrttr resider, at the smle ontion of the
r r r
Landlord.
37 If this Lease had been filled In, it has been prepared for submissions to Tenant's
attorney for his approval. No representation or recommendation is made by the
Landlord, real estate broker or its agents or employees as to the legal sufficiency, legal
effect or tax consequences of this Lease or the transactions relating thereto.
38 Shopping Center is a "No Smoking Facility, applicable to the interior areas of the
building and within 25' c f the exterior of the Building
The parties below
Tenant
Tenant
and agree to the above and attached addendurns.
V14t beer, 6MM111`1GnerDate_
Landlord Date 1111rIL,
OOV
-19-
STANDARD OPTION AGREEMENT
The Tenant shall have the option, to be exercised only as hereinafter provided, to extend the
term of this Lease for an additional ( S 1 full
calendar year (s) following the initial term hereof, but only upon condition that there is no
default In the performance of any condition of this Lease at the time of the exercise of this
option or at the time of commencement of this renewal period. The option all only be exercised
by Tenant delivering written notice thereof to the Landlord not less than 90 days prior to the
expiration of the original term. Upon such exercise, this Lease shall be deemed to be extended
without the execution of any further Lease or other instrument. The terms and conditions
during the renewal period shall be the same as the terms and conditions during the original
Les Iaa U. U. e l nnco EXCEPT fDr MONTHLY MINtMi_1M RFNT. which shall be negotiated if not set
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forth In the previous period Lease agreement. Under no conditions whatsoever is this Standard
Option Agreement assignable, unless authorized In writing by the Landlord.
Tenant Cre fj ar +he, lry► 0 t,Y ( (C Date Z -3 /z v 2 o
Tenant K "Fr DPhr Cfr►,. u mate i r/ Z
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Landlord Date100,
-20-
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Rules and Regulations
Tenant shall faithfully observe and comply with the rules and regulations that Landlord shall from
time to time promulgate and/or modify. The rules and regulations shall be binding upon the Tenant
upon delivery of a copy of them to Tenant. Landlord shall not be responsible to Tenant for the
nonperformance of any said rules and regulations by any other tenants or occupants. This is a "Wo
Smoldng Facility' Inside of the building and by Washington State Law within 2S' of the exterior of the
building.
The tenant, in the use of said common and parking areas, agrees to comply with such reasonable
rules, regulations for parking as the landlord may adopt from time to time for the orderly and proper
operation of said common and parking areas. The following rules and regulations are now In effect:
t Q3'e due On thn 1' d the Month. Ail rcrits r'J"ch'cd aft.- .h.- 5t' ^f Lisa =. .h. sl-,.-Il be auulcf.a `M- iaaa faces uA
zo>e. •
2- if tenant has a heat pump or A/C unit, Tenant shall be responsible for the annual cast of a maintenance contract
with Air Flow Heating dr approved Landlord heating contractor:'
3. Approval of signs by Landlord also includes signs in -and on the windows and doors.
4, • if Tenant needs to go on the roof or have a contractor go on the roof for any reason, Tenant must get Landlord's
permipsion in advance.
5. All renovations w"in Tennant's rental space pee* to Im reviewed and approved by Landlordbefore such work is
,.
started.
6. Plumbing and electrical work needs to be done by a licensed and bonded professional.
7. Tenant shall males sure that the Liability insurance Is a minimum $1,t10o,0W and the Landlord listed on the binder
as Raddittonal insured". A copy of the renewal bindersllall be for*ard`ed to landlorrd'prior tb expiation of current
lease period on an annual basis.
8. Tenant shall be responsible and liable for all glass damage. Tenant should make sure that this Is covered in
tenant's insurance poticgr as adequate blanket coverage.
9. If Tenant changes the use, in part or as a whole, offa'ing goods and services not approved at the onset of the lease
or subleases all or part of the space, Tenant shall first get Landlord approval for such change& or additions to
services, good or subtenants.
io. Tenants are responsible for all inside and outside light bulb replacements.
---YE_a are respo r keeping doors, locks and hardware in operable condition. -- _--- --- - - - -- - --- - - --
12. Any change In keys must be approved by Landlord and a key provided to Landlord. Any key or lock changes must
bq accomplished by TenYs Lode and Key, PortTownsend, Wes:
39. Tenant shall not make noises, cause disturbances, -or create -Adore which may hILoffensive to or disturb the other
TaFfart- and Twawi,eFs ej ,L ie p-r,—, as.
14. TOUIMtshattnotallow.ctildren to be on or around the pmmis"unsupewfsed onto otherwise disturb other
Tenants or their customers.
M Tenant shall ase•at Tenant's cost such pest extermination -Contractor. Landlord. may direct and at such intervals as
Landlord may require.
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Pg. 22
16. All garbage and refuse shall be disposed of in the contalner(s) specified by landlord located at the exterior of the
building in a timely manner and prepared for collection as specified by the Landlord at Tenant expense.
17. Any electronic device necessitating an exterior antenna or other fixture shall first be approved by the Landlord.
its. Parking fur Tuna, is and their :^.a; he ractrirted by the Landlord in designated areas only.
19. The loading and unloading of goods shall be done only at such times, in the areas, and through the entrances
designated for such purposes by Landlord.
20. The delivery or shipping of merchandise, supplies and fixtures to and from the Leased Premises shall be subject to
such rules and regulations as Landlord specifies and are necessary for the proper operation of the Leased Premises
or Shopping Center.
2L if the Leased Premises are equipped with heating facilities separate from those in the remainder of the premises,
Tenant shall keep the Leased Premises at a temperature sufficiently high to prevent freezing of water in pipes and
fixtures.
22. The plumbing facilities shall not be used for any other purpose than that for which they are constructed, and no
foreign substance of any kind shall be thrown therein, and the expense of any breakage, stoppage, or damage
resulting from a violation of this provision shall be bome by Tenant who shall, or whose employees, agents or
customer shall have caused.
23. Tenant shall not bum any trash or garbage of any kind in or about the leased premises or the shopping Center.
24` Pets shall not be allowed on or around the premises with the exception of seeing eye dogs or by specific permission
from Landlord.
Tenant C)rC lj L 1L y�, L
Tenant
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Date
Date
Pg. 23
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PS, 24 ,474- 17,•--1 eVt
STATE OF WASHINGTO10
1 as.
COUNTY OF JEFFERSON)
On this q1-3 day of r 1.uvC n
duly m ed n swt n, pers a
of - CC
to be the free and vo mwy act and deer
th Id instrument
Zo
before t�aethe undersigned, a Notary Public In.and for the Stale of Washington,
io me known to be the (' %�
tltat eaxx o���
AGREEMENT, and solmowledse t a sa Inament7d corporatiposes therein mentioned, and on oath stated chat he Is
authorized to execute a 11
.� �N GA(i III,
too
Cj
WANE$$ my hand and seal hereto affixed the day and y W Irt is osWRoete aio� wri4n-
2
N�14�i sVQ%�G .01
1/7
\��= S G Ing
n, for State o
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0N1AS���•`` Washington. r atdP'c Ir 3 c
STATE OF WASHINGTONj �1� �Zd�d� My Gr►'�'� s �7_ !�Z z
COUNTY OF.JEFFERSON;
Ing
on thi
t s day of 19 getorevne„ttt@ ugaerargrrea, a Notary Pubilo In and for the State ofAVaghin4lon,
du comm�ed Gad atarydm. par Wally appeate�'— - to me known to be the • � -•'
of : • thhe oorp a on execute the foregoing LEASE AGREEMENT, an ac now ed a to a
Instrument e e ree an vo unuuy Got and deed of said corporation, for the uses and purposes therein mentioned, and on'vath stated
that he !s authortzad to axaoute the said Instrument.
WITNE88 my hand and seal hereto affixed the day and year in this cergfloate above written.
,N F TAW PU5uQn and r e trte of
tthington. raiding In
•PG 25
Consent Agenda
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of County Commissioners
Philip Morley, County Administ for
FROM: Mark McCa �atthewCourt
DATE: 11/23/2020
SUBJECT: Request to approve Lease for Water Quality Department
STATEMENT OF ISSUE: The issue is the lack of office space at the County's Castle Hill
complex to properly accommodate the departments utilizing the space.
ANALYSIS: This opportunity to move the Water Quality Department out of the main Health
Department building will allow both groups to operate more efficiently during normal
circumstances along with allowing for easier compliance with social distancing while at work
during current times. The new space is 960 Square Feet located inside of the castle hill
complex on the opposite side of the parking lot from the Health Department. As well this will
free up space for the Health department to expand into the previously occupied area.
FISCAL IMPACT: $21,738 for the first year increased at. Z v%l each year for 5 years
RECOMMENDATION: I recommend the board approves this lease
Date
CONTRACT REVIEW FORM
CONTRACT WITH: Castle Hill Associates LLC
(Contractor/Consultant)
CONTRACT FOR: Lease for Water Quality Department
TRACKING NO.:
9
COUNTY DEPARTMENT: Facilities - - — — e ' - " "`'
For More Idormstion Contact: Matthew Court NOV 1 0 202n
Contact Phone #: 360-531-1591
RETURN TO: Matthew Court
(Person in Department)
AMOUNT: 1624.09 pr/month
Revenue
Expenditure
Matching funds Required
Source(s) of Matching Funds
Step l:
APPROVED FORM
Comments
RETURN
$ 1624.09 pr/month
REVIEW BY
Date
SCAN CUUNTY
PROCESS: ❑
Exempt from Bid Process
❑
Consultant Selection Process
❑
Cooperative Purchase
❑
Competitive Sealed Bid
❑
Small Works Roster
❑
Vendor List Bid
❑
RFP or RFQ
El
Other
❑ Returned for revision (See Comments)
Step 2: REVIEW BY PROSEC TING ATTORNEY
Review by: . (, Philip C. Hunsucker
Date Reviewed: // �?,p Chief Civil Deputy Prosecuting Attorney
2(APPROVED AS TO FORM.)(- ❑ Returned for revision (See Comments)
Comments* Q�t;J !J � /pva�ys "al Yo l[1/ pz. o ee- leAji-. 9)= -- of At. Aa.-e-
i vi hJV11 i to �1,� ^Gv f
�l I < Vlk/�
-StUp 3: Iff required) IMME "itS
MANAGEMENT AND PROSECUTING ATTORNEY
Step 4: CONTRACTOR/CONSULTANT SIGNS APPROPRIATE NUMBER OF
ORIGINALS
Step 5: SUBMIT TO BOCC FOR APPROVAL
Submit original Contract(s), Agenda Request, and Contract Review form. Also, please send 2 copies of
just the Contract(s) (with the originals) to the BOCC Office. Place "Sign Here" markers on all places the
BOCC needs to sign.
MUST be in BOCC Office by 4:30 p.m. TUESDAY for the following Monday's agenda.
(This form to stay with contract throughout the contract review process.)
CASTLE HILL ASSOCIATES LLC
1200 W. SIMS WAY, SUITE D
PORT TOWNSEND. WASHINGTON 98369
360-395-0819
Date: October 26, 2020
To: Matt Court, Jefferson County Central Services
Hi Matt:
q
Enclosed please find the lease for the space at 1200 W. Sims Way, Suite
The total rent, including triple net, is $1.69 at inception. There is no change In
the total but 1 had quoted .20 for triple net when it is actually .22 cents, thereby
bringing the base rent as I had mentioned to $1.47 psf/mo.
Upon receipt of liability insurance you may enter the premises prior to your
i��}/z.y D�,cemfSer 1, 2020 lease start date to paint or make improvements preapproved
by the landlord.
Please see Addendum "A' for a summary. The lease has a standard CPI clause
but we charge a little less, .025%, for PT, than the 5 yr published average that is
higher.
We will provide you with a couple of keys for the handicapped bathrooms. Our
office is located above your space. My partner and I are in and out but our
Office Manager, Paige McLaughlin, is there Tue, Wed, Thur from 9-2.
Please look over the lease and if approved, please sign and notarize your
signature. Please add information on Page 18 regarding " Notices".
If you have any questions, please don't hesitate to call.
Sincerely,
Shirley Rudolph and Ken McBride, Owner/Partners
7
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