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019-18 - Kitsap Transit - ContractCity of Port Orchard 216 Prospect Street Port Orchard, WA 98366 LEASE AGREEMENT by and between City of Port Orchard and Kitsap County Transportation Benefit Area DBA Kitsap Transit This LEASE AGREEMENT is made and entered into as of the 23 day of January, 2018, by and between the CITY OF PORT ORCHARD, a Washington municipal corporation (hereinafter "Landlord"), and the Kitsap County Transportation Benefit Area, a Washington municipal corporation doing business as Kitsap Transit , (hereinafter "Tenant"). WITNESSETH: WHEREAS, Landlord is the owner of that certain real property in Kitsap County,. Washington, commonly known as the Port Orchard Library Building located at 87 Sidney Road, Port Orchard, Washington, which is depicted on the floor plan set forth in Exhibit "A" attached hereto (hereinafter the "Building"). WHEREAS, Tenant desires to lease a portion of the Building consisting of the cross. hatched office D space depicted on Exhibit A (hereafter referred to as the "Premises") from Landlord and Landlord is willing to lease the Premises to Tenant upon the terms, conditions and provisions set forth below. The Premises shall include the right to use the public restrooms identified as the B and C space in Exhibit A in common with the Landlord, Landlord's invitees and the public. NOW, THEREFORE, for and in consideration of the mutual covenants and promises set forth below, the mutual benefits to be derived herefrom, and other good and valuable consideration, the parties hereto agree as follows; City of Port Orchard / Kitsap Transit Lease Agreement Page 1 of 15 (1) LEASE OF PREMISES: Landlord hereby leases to Tenant, and Tenant leases from Landlord, the Premises, all upon the terms set forth below. (2) TERM: (a) The term of this lease shall be for a period of five (5) years, commencing on the 1st day of February, 2018 and ending on the 31st day of January , 2023. (b) Tenant shall have three five- (5-) year options to renew the lease. If Tenant intends to exercise any of said options, Tenant shall provide Landlord with written notice of intent to exercise the renewal option(s) not less than 90 days prior to the expiration of the prior term. (3) RENTAL: The Tenant shall pay to the Landlord as rental for the leased Premises the following: (a) The annual rental amount for the initial five-year period of this lease ("Annual Rent" or "Rent") is $6,156 , which shall be payable in 12 monthly installments of $ 513.00 each. (b) Rent shall be payable in advance, in lawful money of the United States. (c) The monthly Rent shall be due on or before the first day of February and on the first day of each succeeding month during the term hereof. (d) In the event Tenant exercises a renewal option described in paragraph 2(b) above, the Annual Rent for each five-year option period shall be increased on the first day of the new renewal term based on the increase in the Consumer Price Index - Urban for the Seattle — Tacoma — Bremerton Area (the Index) since the beginning of the prior five-year term. The Rent payable shall be increased by the percentage that the Index published for the date nearest preceding the adjustment date has increased over the Index published for the date nearest the first day of the prior lease term from which the adjustment is being measured. For example, the Rent for the first option period shall increase in an amount equal to the percentage increase to the Index as published on the nearest date preceding the first day of the prior term as compared to the Index as . published on the nearest date preceding the first day of the new term, provided, in no event shall the Rent be less than the prior lease term. (e) In the event Tenant shall fail to make any payment when due, there shall be a late payment penalty of an amount equal to 3% of the amount of rental payment then due for each such delinquent payment. In addition thereto, interest shall accrue on any amounts due and owing to Landlord under this lease at the rate of 1 % per month (12% annually). (f) In addition to the rental amount, the Tenant will be responsible to pay any leasehold excise tax the City is obligated to pay as a result of the lease, if any, City of Port Orchard / Kitsap Transit Lease Agreement Page 2 of 15 before delinquency. The leasehold excise tax rate is currently 12.84% but may be subject to change during the term of this lease. Tenant shall pay such amount(s) within thirty (30) days of its due date. (g) Either party may terminate this lease without cause upon giving ninety (90) days' written notice to the other party in accordance with Section 20 herein. (4) USE OF PREMISES: Tenant, through a contracted operator (the "Contractor"), operates passenger -only ferry service to and from the Port Orchard Dock adjacent to Landlord's Building. The Tenant and its Contractor, Kitsap Harbor Tours and any successor current Contractor with whom Tenant may engage to operate Tenant's passenger -only ferry service, shall use the premises for office use commonly associated with Tenant's passenger -only ferry service. Tenant shall at all times comply with all local, state and federal laws, rules and regulations applicable to the Premises, and hold harmless, defend and indemnify Landlord from claims relating to noncompliance. It is specifically understood and agreed that Tenant shall not alter the Premises without the prior written consent of Landlord. (5) OBLIGATION OF TENANT: During the term of this lease Tenant shall: (a) Keep the Premises in a neat, clean, and sanitary condition and refrain from the commission of any waste thereto; (b) Properly dispose of all rubbish, garbage, and waste in a clean and sanitary manner at reasonable and regular intervals and assume all costs of extermination and fumigation for any infestation within the Premises. (c) Not intentionally or negligently destroy, deface, damage, impair, or remove any part of the Building or Premises. (d) Not permit any nuisance or common waste to the Premises. (6) HAZARDOUS MATERIALS: (a) Compliance. Tenant shall: (i) Comply with all Hazardous Materials Laws relating to any hazardous or toxic substance, material or waste, including but not limited to, those substances, materials, and wastes listed in the State Model Toxics Control Act, the United States Department of Transportation Hazardous Material Table (49 C.F.R. 172.101) or by the United States Environmental Protection Agency as hazardous substances (40 C.F.R. Part 302 and amendments thereto), petroleum products and their derivatives, and such other substances, materials, and wastes as become regulated or subject to cleanup authority under any State or Federal Environmental Laws; City of Port Orchard / Kitsap Transit Lease Agreement Page 3 of 15 (ii) Without limiting the generality of subsection (a), except as reasonably needed in the conduct of Tenant's business on the Premises, not install, use, generate, manufacture, store, release or dispose of, nor permit the installation, use, generation, manufacture, storage, release or disposal of Hazardous Material on, under or about the Premises, nor transport nor permit the transportation of Hazardous Material to or from the Premises; (iii) Submit during the term of the Lease, if requested by Landlord, at its own expense, a report or reports, reasonably satisfactory to Landlord in its reasonable discretion, prepared by a consultant or consultants reasonably approved by Landlord, certifying that the Premises are not then being used nor have been used in the past by Tenant or its Contractor for any activities involving, directly or indirectly, the installation, use, generation, manufacture, storage, release or disposal of any Hazardous Material other than in compliance with this lease; (iv) Immediately advise Landlord in writing of: (A) Any and all Hazardous Material Claims; (B) The presence of any Hazardous Material on, under or about the Premises other than in the ordinary and lawful course of business of Tenant; (C) Any remedial action taken by Tenant in response to any Hazardous Material on, under or about the Premises or to any Hazardous Material Claims; (D) Tenant's discovery of the presence of any Hazardous Material on, under or about any real property adjoining or in the vicinity of the Premises; and (E) Tenant's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Premises that could reasonably cause the Premises or any part thereof to result in any liability or claims under Hazardous Material Laws, or any regulation adopted in accordance therewith, or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Premises under any Hazardous Material Laws; and (v) Provide Landlord with copies of all reports, analyses, notices, licenses, approvals, orders, correspondences or other written materials relating to the environmental condition of the Premises or any Hazardous Material Claims immediately upon receipt, completion or delivery of such materials; (vi) Not install or allow to be installed any underground tanks on the Premises; City of Port Orchard / Kitsap Transit Lease Agreement Page 4 of 15 (vii) Not create or permit to continue in existence any lien upon the Premises imposed pursuant to any Hazardous Material Laws; (viii) Not change or alter the present use of the Premises unless Tenant shall have notified Landlord thereof in writing and Landlord shall have determined, in its reasonable discretion, that such change or modification will not result in the presence of any Hazardous Material on the Premises in such a level that would increase the potential liability for any Hazardous Material Claims. (b) Remedial Requirements. Tenant shall promptly take any and all necessary action for Remedial Work ("Remedial Work") in response to any Hazardous Material Claims or the installation, use, generation, manufacture, storage, release, or disposal of any Hazardous Material on, under or about the Premises directly attributable to Tenant's occupancy and use of the Premises. Tenant is not responsible for any Remedial Work or otherwise for matters of an adverse nature involving Hazardous Material on, under, or about the Premises not attributable to Tenant's occupancy of the Premises by Tenant or its Contractor. The Remedial Work shall be conducted: (i) In a diligent and timely fashion by licensed contractors acting under the supervision of a consulting environmental engineer; (ii) Pursuant to a detailed written plan for the Remedial Work approved by any public or private agencies or persons with a legal or contractual right to such approval; (iii) With such insurance coverage pertaining to liabilities arising out of the Remedial Work as is then customarily maintained with respect to such activities; and (iv) Only following receipt of any required permits, licenses or approvals. The selection of the Remedial Work contractors and consulting environmental engineer, the contracts entered into with such parties, any disclosures to or agreements with any public or private agencies or parties relating to Remedial Work and the written plan for the Remedial Work (and changes thereto) each shall, at Landlord's option, be subject to Landlord's prior written approval, which approval shall not be unreasonably withheld or delayed. In addition, Tenant shall submit to Landlord, promptly upon receipt or preparation, copies of any and all reports, studies, analyses,. correspondence, or governmental comments, Remedial Work contracts and approvals, proposed removal or other similar information in connection with any Remedial Work or Hazardous Material relating to the Premises. All costs and expenses of such Remedial Work shall be paid by Tenant, including, without limitation, the charges of the Remedial Work contractors and the consulting environmental engineer, any taxes or penalties assessed in connection with the Remedial Work and Landlord's reasonable fees and costs incurred in connection with monitoring or City of Port Orchard / Kitsap Transit Lease Agreement Page 5 of 15 review of such obligation to joii proceedings or Material Claims. Remedial Work. Landlord shall have the right but no i and participate in, as a party if it so elects, any legal actions initiated in connection with any Hazardous (c) Defense. Tenant shall defend, fully indemnify, and hold Landlord entirely free and harmless from and against all claims, judgments, damages, penalties, fines, costs, liabilities, or losses (including, without limitation, sums paid in settlement of claims, attorney fees, consultant fees, and expert fees) that are imposed on, paid by, or asserted against Landlord or Landlord's successors and assigns, by reason or on account of, or in connection with, or arising out of the presence of Hazardous Materials about the Premises and Building directly attributable to Tenant's use and occupancy of the Premises by Tenant or its Contractor. (7) ASSIGNMENT AND SUBLETTING: (a) Restrictions. Tenant shall not, without the prior written consent of Landlord: (i) Voluntarily, involuntarily, or by operation of law, assign, transfer, mortgage, pledge, hypothecate or otherwise encumber this lease, or any interest in it, or any right or privilege appurtenant to it; (ii) Sublet all or any part of the Premises to anyone other than its Contractor; or (iii) Allow any other person, except the employees, agents, customers, and invitees of Tenant and its Contractor, to occupy or use any portion of the Premises in the normal course of business. Any assignment, transfer, encumbrance, subletting, or use without Landlord's consent shall be void and shall, at the option of Landlord, constitute a material default under this lease. (b) Permitted Transfers. If a separate Ferry District is formed to operate ferry service to and from the Port Orchard Dock, Tenant may assign its interest in this Lease to such Ferry District and Tenant shall be released from this lease so long as Tenant demonstrates that the Ferry District meets the criteria set forth in Section 7(c) below. (c) Judicially Imposed Assignment. If the non -assignment provisions of this Section are deemed to be unenforceable in any bankruptcy proceeding, Landlord and Tenant agree that a showing of adequate assurance of future performance by a prospective assignee of this lease must include, without limitation, clear and convincing evidence that: (i) Landlord will receive the full benefit of each and every term of its bargain in this lease, except for the non -assignment and related termination clauses; City of Port Orchard / Kitsap Transit Lease Agreement Page 6 of 15 (ii) The Premises will continue to be used solely for the use permitted by this lease; and (iii) The prospective assignee has the means, expertise, and experience to operate the business to be conducted upon the Premises in a first-class manner. (d) Assignment by Landlord. If Landlord shall assign its interest under this lease or transfer its interest in the Premises, Landlord shall be relieved of any obligation accruing hereunder after such assignment or transfer, and such transferee shall thereafter be deemed to be the Landlord under this lease. (8) REPAIRS AND MAINTENANCE: Tenant shall, at Tenant's sole cost and expense, keep in good condition and repair all portions of the Premises, including the restrooms but excluding structural components and mechanical, plumbing and electrical systems associated with the Building. Tenant shall deliver possession of the Premises to the Landlord upon the termination of this lease in a condition equal to or better than as of the effective date of this lease. (9) DIRECT OPERATING EXPENSES OF TENANT: (a) Insurance procured by Tenant. Throughout the lease Term and any other period(s) of occupancy of the Premises by Tenant, Tenant shall, at Tenant's expense, obtain and maintain the insurance, naming as additional insured the Landlord through the Washington State Transportation Insurance Pool equivalent to the following coverage and terms: (i) A commercial General Liability insurance policy providing coverage for bodily injury liability, property damage liability and personal injury liability with minimum limits of not less than $1,000,000 per occurrence, $2,000,000 annual Aggregate; and Auto Liability insurance with a minimum $1,000,000 Combined Single Limit. Such insurance policies shall include Blanket Contractual Liability and owners and Contractors Protective endorsements. The insurance required by this Section shall be on an occurrence basis, and underwritten by an insurer licensed to do business in the State of Washington. The Tenant's insurance shall be primary and written on an "occurrence form", with a company that has a current A.M. Best rating of at least "A VII" or better, and licensed to do business in the State of Washington. The Landlord shall be named by endorsement as an additional insured on all such liability policies, which policies shall in addition provide that they may not be canceled or modified for any reason without fifteen (15) days prior written notice to Landlord. If Tenant is unable to obtain this insurance on an occurrence basis, it may be on a claims made basis provided that, in addition, Tenant, at City of Port Orchard / Kitsap Transit Lease Agreement Page 7 of 15 Tenant's expense, obtains an owner's protective policy, issued in the name of Landlord only, which is on an occurrence basis for the limits required by this Section 9(a). (ii) All insurance provided for herein shall be affected under standard form policies issued by insurers of recognized responsibility and which are acceptable to the Landlord. The Tenant shall provide Landlord with proof of such insurance policies acceptable to the Landlord. The Tenant shall pay all premiums therefor at least 30 days prior to expiration thereof and provide Landlord with proof of such payment. The Tenant shall, at all times, abide by the terms of the applicable policy(s) so as to be in good standing with such insurers. In the event Landlord receives notice of cancellation, Landlord may pay such premium or otherwise effectuate similar coverage, and any amount so paid by Landlord shall be due from Tenant as additional rent on demand from Landlord, plus interest thereon at the rate of 12% per annum until paid in full. (b) Personal Property Taxes. Tenant shall pay, before delinquency, any and all taxes levied or assessed and payable during the lease term upon all Tenant's equipment, furniture, fixtures, and any other personal property located on the Premises. (c) Licenses and Taxes. Tenant shall be liable for, and shall pay throughout the Lease Term, all license and excise fees and occupation taxes covering the business conducted on the Premises. If any governmental authority or unit under any present or future law effective at any time during the Lease Term shall in any manner levy a tax on rents payable under this Lease or rents accruing from the use of the Premises or a tax in any form against Landlord because of, or measured by, income derived from the leasing or rental of said property, such tax shall be paid by Tenant, either directly or through Landlord, and upon Tenant's default therein, Landlord shall have the same remedies as upon failure to pay Rent. (10) RIGHT OF INSPECTION: The Landlord, or its agents and representatives, shall have the right at any and all reasonable times during normal business hours and upon giving Tenant reasonable notice, except in the case of emergency, to enter into or upon the Premises, or any part thereof, for the purpose of examining the condition thereof, or for any other lawful purpose. (11) LIENS: The Tenant shall not permit any lien or any other type of encumbrance to be placed on or imposed upon the Premises without the express, prior written consent of the Landlord. (12) CONDEMNATION: If the whole of the Premises, or such portion thereof as will make the Premises unsuitable for the purposes herein leased and the uses to which said City of Port Orchard / Kitsap Transit Lease Agreement Page 8 of 15 Premises are being made, is condemned, or transferred under threat of condemnation, for any public use or purpose by any legally constituted authority, then in either of such events the lease shall cease from the time when possession is taken by such public authority and the rental shall be prorated between the parties hereto as of the date of the surrender of possession. If only a portion of the Premises are so taken such that the Premises can continue to be used for Tenant's purposes hereunder, this lease shall continue in full force and effect but rent shall be adjusted to reflect any diminution of the Premises' value to Tenant. Landlord shall be entitled to the entire condemnation award except as to such amounts that Tenant may separately negotiate or be entitled to receive from such condemning authority. (13) ALTERATIONS: The Tenant shall not make any alterations to the Premises without the express, prior written consent of the Landlord, which consent shall not be unreasonably withheld. The alterations shall become the property of the Landlord upon the termination of this lease (except trade fixtures and equipment which may be removed by Tenant at its own cost and expense, and Tenant agrees to and shall make any repairs to the Premises necessitated by the removal of the same). If the Tenant intends to make changes in the Premises, Tenant shall submit plans to the Landlord, not less than 30 days before the commencement of such changes. Such plans shall become the property of Landlord. Any such alterations shall be made pursuant to any and all applicable codes or regulations of the governmental authorities having jurisdiction over the same and Tenant shall secure the appropriate permits and approvals therefor, all at Tenant's sole cost and expense. (14) RIGHTS AND REMEDIES OF THE PARTIES: In the event that the Tenant shall, at any time, be in default in the payment of rent as herein required, or the payment or performance of any of its other obligations under this lease, and the Tenant shall fail to remedy such matters within ten (10) days following the mailing of written notice from the Landlord to the Tenant, or in the event that the Tenant shall be adjudged a bankrupt, or shall make an assignment for the benefit of creditors or in the event that a receiver of any property of the Tenant in or about the Premises involved herein shall be attached in any action, suit, or other proceeding, or in the event that the interests of the Tenant in the Premises shall be sold under execution or other legal process, it shall be lawful for the Landlord to enter upon the Premises and again have, repossess, and enjoy the said Premises as if this lease had not been made, and thereupon this lease and everything herein required to be done or performed by the Landlord shall cease and terminate, without prejudice, however, to the right of the Landlord to recover from the Tenant all rents and obligations due and owing to the time of such entry. In addition, in the event of any such default by the Tenant, and such subsequent re-entry by the Landlord, the Landlord shall have the right to relet the Premises involved herein for the remainder of the term hereof, and any extensions hereof, and shall have the right to recover from the Tenant any deficiency between the amount so obtained and that which would have been obtained had the Tenant fulfilled its obligations hereunder. The remedies herein provided shall be cumulative and shall be in addition to any and all other remedies available to the Landlord in law or in equity. In no event shall this lease be considered an asset of Tenant in any bankruptcy or other insolvency proceeding. City of Port Orchard / Kitsap Transit Lease Agreement Page 9 of 15 (15) CONDITION OF PREMISES: The Premises are recognized by the Landlord and the Tenant to be in "as is" condition, with no warranties of any type or nature whatsoever by the Landlord to the Tenant. The Landlord will not incur liability or injuries or property damage suffered because of defects in the Premises at the time of renting or occurring thereafter except as may be caused by breach of warranties expressly set forth herein or Landlord's negligence or failure to perform the terms and conditions of this lease. The Tenant hereby acknowledges that it has had ample opportunity to inspect the Premises. (16) ATTORNEYS FEES AND COURT COSTS: In the event that any suit, action, or proceeding, including arbitration as hereinafter set forth, shall be instituted to enforce compliance with any of the terms or conditions of this lease, there shall be paid to the substantially prevailing party in such suit, action or proceeding such sums as the court or arbitrator may adjudge and determine to be a reasonable attorney's fee and reasonable costs, with the foregoing applicable to proceedings both in the trial and appellate court levels. (17) INDEMNITIES: (a) To the maximum extent permitted by law, Tenant shall defend indemnify and hold Landlord harmless, and all of their officials, council members, employees, principals and agents, from any and all claims, demands, suits, actions, fines, penalties, and liability of any kind, including injuries to persons or damages to property, and all legal fees, experts fees and disbursements, which arise out of or are related to the use and occupancy of the Premises by Tenant and/or its Contractor under this Agreement and any negligent acts, errors, omissions of Tenant and its Contractor, agents, officials, employees and representatives, or anyone for whom Tenant is responsible at law. However, if any such damages and injuries to persons or property are caused by or result from the concurrent negligence of Landlord or its Contractor, officials, employees, agents, or representatives, then, Tenant's obligation hereunder applies only to the extent of Tenant's negligence or that of its contractor, officials, employees, agents or representatives. (b) To the maximum extent permitted by law, Landlord shall defend, indemnify and hold harmless Tenant, and all of their officials, board members, employees, principals and agents, from any and all claims, demands, suits, actions, fines, penalties, and liability of any kind, including injuries to persons or damages of property, and all legal fees, experts fees and disbursements, which arise from any negligent acts, errors, omissions of Landlord and its contractor(s), agents, officials, employees and representatives, or anyone for whom Landlord is responsible at law. However, if any such damages and injuries to persons or property are caused by or result from the concurrent negligence of: (i) Tenant or its Contractor, officials, employees, agents, or representatives, or anyone for whom Tenant is City of Port Orchard / Kitsap Transit Lease Agreement Page 10 of 15 responsible at law, then, Landlord's obligation hereunder applies only to the extent of Landlord's negligence or that of its contractor(s), officials, employees, agents or representatives. (c) Immunity Waiver. The forgoing indemnities are specifically and expressly intended to constitute a waiver of each Party's immunity under industrial insurance, Title 51 RCW, and only to the Parties with a full and complete indemnity of claims made by their respective employees. This waiver has been mutually negotiated. (18) DISPUTE RESOLUTION: If a dispute arises between the Parties in connection with this Agreement, the Parties agree to use the following procedures: a. Either Party may notify the other by written notice of the existence of a dispute and a desire to resolve the dispute. b. A meeting will be held promptly between the Parties, attended by appropriate personnel and by individuals with decision -making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute. C. In the event the Parties are unable to timely resolve the dispute utilizing the process set forth in paragraphs 1 and 2 above, the Parties shall submit the matter to a non -binding mediation as set forth herein. The mediation shall be conducted by a mediator agreed upon by the Parties from Pacific ADR Consulting LLC unless the Parties agree to use a different mediator or a different organization. The Parties agree to split equally the fee for the services of the selected mediator. If the mediation does not result in voluntary resolution of the dispute, the Parties will request that the mediator issue a non -binding memorandum of opinion or similar report regarding his or her recommended resolution of the dispute. d. If, within fourteen (14) days after the issuance of such memorandum of opinion or such further period as is agreeable to the Parties (the "Negotiation Period"), the Parties have not succeeded in negotiating a resolution of the dispute, the dispute will be settled by binding arbitration pursuant to Ch. 7.04A RCW by an arbitrator from the Judicial Dispute Resolution ("JDR") or another Arbitrator or arbitration firm mutually agreed by both parties. The Arbitrator shall have the authority to determine the substantially prevailing party in such proceeding and may include in the Arbitration Decision, an award of costs and attorney's fees in favor of the substantially prevailing party including the prevailing party's share of the fees of the mediator and arbitrator. e. Venue and jurisdiction for the enforcement of the Arbitrator's decision shall lie in the Kitsap County Superior Court. In the event of an appeal of the Arbitrator's decision, the substantially prevailing party on appeal shall be entitled to an award of its costs and reasonable attorney's fees. City of Port Orchard / Kitsap Transit Lease Agreement Page 11 of 15 (19) HOLDING OVER: In the event that the Tenant, for any reason, shall hold over in possession of the Premises following the expiration of this lease, or any extensions hereof, such holding over shall not be deemed to operate as a renewal or extension of this Lease, but shall only create a tenancy from month -to -month which may be terminated at will at any time by the Landlord. (20) NOTICES: All written notice required to be given hereunder shall be personally served or sent by certified mail, return receipt requested, postage prepaid, to the Landlord at: City Clerk, City of Port Orchard, 216 Prospect, Port Orchard, Washington 98366; and shall be personally served or sent by certified mail, return receipt requested, postage prepaid, to the Tenant at: 60 Washington Ave. Suite 200, Bremerton, Washington 98337; or to such other addresses as the parties may hereinafter designate in writing to the other from time to time hereafter. (21) REMOVAL OF PERSONAL PROPERTY: Upon the termination of this lease, the Tenant shall promptly remove all personal property, trade fixtures, and equipment installed by it. Further, the Tenant shall repair any and all damage occasioned by such removal. (22) COVENANT OF QUIET ENJOYMENT: The Tenant, upon the payment of the rent herein reserved and upon the performance of the terms and covenants of this lease, shall at all times during the lease term, and during any extension or renewal term, peaceably and quietly enjoy the leased Premises without any disturbance from the Landlord or from any other person claiming through the Landlord. Landlord covenants and warrants that it has the right, title, and authority to enter into this lease with the Tenant. It is understood and agreed that the original of this Lease Agreement shall not be recorded but a memorandum thereof may be recorded with the Kitsap County Auditor, at the option and expense of the party. (23) WAIVER: The failure of the Landlord to strictly enforce any of the terms or conditions of this lease, or to exercise any option herein conferred upon it in any one or more instances, shall not be construed so as to constitute a waiver or relinquishment of any of its rights hereunder. (24) GOVERNING LAW: The place of making of this lease shall be deemed to be Port Orchard, Kitsap County, Washington, and the legal rights and obligations of the Landlord and the Tenant shall be determined by the laws of the State of Washington. (25) JURISDICTION AND VENUE: In the event any suit, action or proceeding shall be brought in connection with any of the terms or conditions of this lease, the Landlord and the Tenant hereby stipulate that jurisdiction and venue of such suit, action or proceeding shall be in Kitsap County. City of Port Orchard / Kitsap Transit Lease Agreement Page 12 of 15 (26) HEIRS AND ASSIGNS: All rights, remedies, and liabilities herein given to or imposed upon the Landlord and the Tenant shall extend to, inure to the benefit of, and bind, as the circumstances may require, the heirs, executors, administrators, successors, and, so far as this lease is assignable by the terms hereof, to the assigns of the Landlord and the Tenant. (27) SEVERABILITY: In the event that any section, or any part of any section, of this lease shall be declared invalid by a court of competent jurisdiction, said holding shall have no effect upon the remaining section of this lease, which will remain in full force and effect. (28) ENTIRETY: The lease constitutes the entire agreement and understanding between the Landlord and the Tenant. There are no other agreements or representations, either written or oral, which modify or have any effect upon this lease. IN WITNESS WHEREOF, this document has been duly executed by the parties hereto, to be effective as of the day and year first above written. LANDLORD: CITY OF PORT ORCHARD Robert Putaan uu, Mayor ATTEST/AUTHENTICATE: randy Rinearson, City Clerk TENANT: KITSAP TRANSIT WW.Cla'uZsonExec�u=t=ive Director .'o f, O I�AT :y - SEAL N N�.o •��°j� p=z ,t �MBER;�: %FOF�{NAS�H��`��� City of Port Orchard / Kitsap Transit Lease Agreement Page 13 of 15 STATE OF WASHINGTON ss. COUNTY OF KITSAP 1 On this12j� day of 20 before me, the undersigned, a Notary Public in and for the State of WasWngton, duly commissioned and sworn, personally appeared Robert Putaansuu to me known to be the Mayor of the City of Port Orchard, a Washington municipal corporation, and that he executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of the said municipal corporation, for the uses and purposes mentioned, and on oath stated that he is authorized to execute the said instrument on behalf of said municipal corporation. WITNESS my hand and official seal hereto affixed the day and year first above written. M MICHELLE WHISENANT Notary Public State of Washington My Commission Expires July 23, 2018 STATE OF WASHINGTON ) ) ss. COUNTY OF KITSAP ) NOTARY PUBLIC in and for the State of Was719 top Residing at: Y 1 A0V(-) �. My commission expires' -I, Print Name: On this day of .,SAt--)uA2Y 201I S, before me, the undersigned, a Notary Public in and fo the State of Washington, duly commissioned and sworn, personally appeared John W. Clauson to me known to be the Executive Director of Kitsap Transit, a Washington Municipal Corporation, and that he executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of the said corporation, for the uses and purposes therein mentioned, and on oath stated that he is authorized to execute the said instrument on behalf of said corporation. WITNESS my hand and official seal hereto affixed the day and year first above written, NOTA UELId in and forth State of Was ton Residing at: RT nRC Pief) My commission expires: Print Name:Q S i l,L, R City of Port Orchard / Kitsap Transit Lease Agreement Page 14 of 15 EXHIBIT "A" CITY OF PORT ORCHARD / KITSAP TRANSIT LEASE PREMISES DEPICTION �MCA "Wa6c RffTRQQ�� /^lX�ST. COtAtl�TO� t � t1"�"CM`bJ a0 e \ 0 e 1 t•' \ ..AwrGAL � ROOK fat �' NI nrlRL DOOR b-ORAbt! L RZ'MOILD NO M N t. . see A-h A_TMVA. =. nOt< •AG<A6� ,a^ GAl�T t�A.7tAp .ti fRS.L:.'d ROOM I ROO+' GXISTISO �OL7it3 rATG� 6Id � �fLG�O AID /t[ 5t1�9 I+IL�1OVL^✓ GA" 'An I G�� y • - � 1. ieoR �---� ( ^ 6"Ar.0% K-N Or M to aARC^ T»:b ARC:. p K=v r+7a< , J - GA�sTtNb RDO� 7r0 _C 5T `t5 GAR*(T+ .16» rvn:=Om6�- �ko 040%I(.4 \ LM,JRARI�A 01/!t«�AMS .AaOtTt0�5 AU ILTEtA7tp[`5 70 fin= �OR� ORGwAiJ, I'�AL«•�bTO� City of Port Orchard / Kitsap Transit Lease Agreement Page 15 of 15