029-11 - Key Bank - Contract Amendment 2PID 3895
City of Port Orchard, WA
AMENDMENT NO.2 TO LEASE AGREEMENT
City Contract No. 029-11
This Amendment No. 2 to Lease Agreement ("Amendment") is made and entered into as of the
10' day of September 2019, by and between CITY OF PORT ORCHARD, a Washington municipal
corporation (hereinafter referred to as "Lessor"), and KEYBANK NATIONAL ASSOCIATION, a
national banking association, having offices at 127 Public Square, Cleveland, OH 44114-1306
(hereinafter referred to as "Lessee").
WHEREAS, Lessor and Lessee entered into a certain Lease dated September 28, 2001, as
amended by Amendment No. 1 to Lease Agreement dated as of January 25, 2011 (as amended,
hereinafter referred to as the "Lease") for a parking lot adjacent to the KeyBank branch at 1301 Bay
Street, Port Orchard, WA 98366, as more particularly described in the Lease (hereinafter referred to as
"Premises");
WHEREAS, the current term will expire on September 30, 2021; and
WHEREAS, the parties have agreed to amend the Lease by extending the term five (5) years,
adding two (2) options to renew for a period of five (5) years each, and otherwise amending the Lease
upon the following terms and conditions.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and
obligations of the parties contained herein and other valuable consideration, the receipt and sufficiency of
which is hereby acknowledged by both parties, and intended to be legally bound, the parties hereby agree
as follows:
1. Defined Terms. Unless otherwise defined herein or unless the context clearly requires a
different meaning, the capitalized and non -capitalized words and phrases defined in the Lease which are
used in this Amendment shall have the same meaning ascribed to them in the Lease.
2. Fourth Renewal Term. Effective as of the date hereof, the Lease is hereby extended for a five
(5) year period commencing October 1, 2021 and expiring September 30, 2026 ("Fourth Renewal
Term"). Lessee's obligation to pay rent with respect to the Premises during the Fourth Renewal Term
shall continue under the same terms and provisions as set forth in the Lease, except the Rent shall be in
the amount of $5,100.00 per annum payable in monthly installments of $425 each. Rent shall be delivered
to the City of Port Orchard, Finance Department or such other address as Lessor may designate from time
to time.
3. Options to Renew. Lessee shall have the right and option to extend the Term of the Lease for
two (2) additional periods of five (5) years each (the "Fifth Renewal Term" and "Sixth Renewal
Term," respectively). If exercised, the Fifth Renewal Term shall commence on October 1, 2026 and
expire on September 30, 2031; and the Sixth Renewal Term shall commence on October 1, 2031 and
expire on September 30, 2036. Lessee, in its sole discretion, may exercise each option to renew by
giving Lessor written notice exercising the option not later than ninety (90) days prior to the expiration of
the then current Renewal Term of the Lease. Lessee's lease of the Premises during the Fifth and Sixth
Renewal Terms shall be upon the same terms and conditions in effect under the Lease immediately prior
to the commencement date of each Renewal Term, except the Rent with respect to the Premises shall be
as follows:
M
Period
Annual Rent
Monthly Rent
Fifth Renewal Term
10/1/26 — 9/30/31
$5,610.00
$467.50
Sixth Renewal Term
10/1/31—9/30/36
$6,171.00
$514.25
Notices. Lessee's notice address under the Lease shall be changed to the following:
KeyCorp/KeyBank National Association
Attn: RE Asset Mgr —PID 3895
by mail to: P.O. Box 94839
Cleveland, Ohio 44101-4839
or by overnight courier to: Mailcode: OH-01-10-0605
100 Public Square
Suite 600
Cleveland, OH 44113-2207
Notices of default, or any KeyBank National Association (PID 3895)
notices requiring Lessee 127 Public Square, Mailcode OH-01-27-0200
to sign any instrument Cleveland, OH 44114
also shall be sent to: Attention: Legal Department
by mail to: City of Port Orchard
Attn: City Clerk
216 Prospect Street
Port Orchard, WA 98366
(360) 876-4407
5. Ratification of Lease. This Amendment shall be deemed to form a part of and shall be construed
in connection with and as part of the Lease. Except as hereinbefore expressly amended, all of the other
terms, covenants and conditions contained in the Lease shall continue to remain unchanged and in full
force and effect and are hereby ratified and confirmed. Lessor hereby affirms that to the best of its
knowledge on the date hereof no breach or uncured default by Lessee has occurred with respect to the
Lease and that the Lease is in full force and effect. Unless specifically provided herein to the contrary,
the modifications to the Lease provided for in this Amendment shall be made effective as of the date
hereof. To the extent that any of the terms of the Lease are inconsistent with the terms of this
Amendment, this Amendment shall govern and control and the Lease shall be deemed to be amended to
conform to the terms of this Amendment.
6. Binding Effect. Each of the provisions of this Amendment shall extend to and shall, as the case
may require, bind or inure to the benefit of Lessor and of Lessee, and also to each of their respective legal
representatives, successors and permitted assigns.
7. Representation. The parties hereby represent and warrant to each other that (a) each of them has
the legal power and authority to execute and deliver this Amendment; (b) the official executing this
Amendment for each party has been duly authorized to execute and deliver the same and bind such party
N
with respect to the provisions hereof; and (c) this Amendment constitutes a valid and binding obligation
upon such party in every respect.
8. Severability. In case any one or more of the provisions contained herein shall for any reason be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provisions of this Amendment, but this Amendment shall be construed as if such
invalid, illegal or unenforceable provisions had not been contained herein.
9. Counterparts. This Amendment may be executed in multiple copies and multiple counterparts,
each of which shall be deemed an original, but all of which together shall be and form one and the same
instrument. Upon the request of either party, each party shall deliver original executed counterparts to the
other parties.
[Signature Pages Follow)
3
IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment as of the date first
set forth on the first page of this instrument.
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- SEAL
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STATE OF WASHINGTON
COUNTY OF KITSAP
LESSOR:
CITY OF PORT ORCHARD
By:
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Name — �6 , TGIc•'LS��^-
Title:
I certify that I know or have satisfactory evidence that
is the person who appeared before me, and said person acknowledged that (he/she) signed this
instrument, on oath stated that (he/she) was authorized to execute the instrument and acknowledged it
as the ��1 �' of City of Port Orchard to be the free and voluntary act of
such party for the uses and purposes mentioned in the instrument.
Dated:
(Sea] or stamp)\\`,Illlilll/����/
v Q)N0TAF?Y a Z
aw
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J'�'•�io
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yi"• 'Number. C>
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Title:
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My appointment expir `]�
2
LESSEE:
KEYBANK NATIONAL ASSOCIATION
Name: JiANE. G. MANNARINO
Vice FiesWeist
Title:
STATE OF OHIO
COUNTY OF CUYAHOGA
I certify that I know or have satisfactory evidence that�IaQ Mn
ti n UV I r li
is the person who appeared before me, and said person acknow edged that (he/she) signed this
instrument, on oath taked that (he/she) was authorized to execute the instrument and acknowledged it
as the �� _of KeyBank National Association —to be the free and
voluntary act of suc(h7� party for the uses and purposes mentioned in the instrument.
Dated: i /
1
(Seal or stamp) f,40tary Public
My appointment expires
S
�PRIAL
SHELLEY A. ZAVARELLA
Notary Public, State of Ohio
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o
Commission No. 2019-RE-766334
My Commission Expires
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April 16, 2024