132-22 - Hillstrom Holdings - Contract Amendment 1DocuSign Envelope ID: 2672850D-6OF5-4DD9-AD6C-19AB25565928
Contract No. 132-22
FIRST AMENDMENT TO
COMMERCIAL LEASE AGREEMENT
THIS FIRST AMENDMENT TO COMMERCIAL LEASE AGREEMENT ("Agreement") is
entered into and effective as of '> r[ , 2&22-("Effective Date") by and between Hillstroa
Holdings, LLC, a Washington limited liability company ("Landlord"), and the City of Port Orchard, a
Washington municipal corporation ("Tenant"). Landlord and Tenant may be referred to herein
individually as a "Ear " and collectively as the "Parties".
RECITALS
A. Landlord and Tenant entered into the certain Commercial Lease Agreement, dated
. 2022 ("Lease") for lease the Premises commonly known as Suite 201
("Premises") located at the property commonly known as the Greenwood Building, 600 Kitsap St. Pent
Orchard, WA 98366 and legally described in Exhibit A ("Property").
B. The Lease, for a 36-month term to begin on January 1, 2023, contains boilerplate language
that does not match the intention of Landlord and Tenant with respect to the terms and conditions the Parties
desire to enter into with respect to the Lease, and is missing a legal description and acknowledgments.
C. Landlord and Tenant desire to ratify and amend the Lease upon the terms and conditions
set forth herein.
AGREEMENT
NOW, THEREFORE, incorporating the foregoing Recitals herein, and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Base Rent and O veratin l Costs. Notwithstanding any other provision to the contrary ir.
the Lease, Landlord and Tenant agree that Tenant shall not be responsible for any Operating Cost_.
including, without limitation, real property tax assessments, Landlord's property insurance, storm water.
water, sanitary sewer, garbage disposal, janitorial services, restroom supplies, or maintenance, repairs or
replacements of all or any portion of the Property or the Common Areas; provided, Tenant shall pay for its
electricity costs for the Premises, which electricity costs are metered. Tenant shall pay for such electricih
costs applicable eleutfisity-biiis-te-T t. 41r�.� Ta
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2. Landlord Entry. Landlord acknowledges that Tenant intends to use the Premises fc_
purposes that may involve confidential information, including criminal investigations and confidential
information of the City of Port Orchard. Landlord agrees to exercise its rights to enter the Premises subjecl
to the right of Tenant to maintain security and confidentiality of information and records contained in the
Premises, including the right to restrict access during sensitive meetings and the right to restrict access to
portions of the Premises containing confidential or sensitive information or records.
3. Revision to Section XXIV. The Parties agree to delete the following portion of Section
XXIV of the Lease: "The Tenant also hereby covenants and agrees to indemnify and hold harmless thr
Landlord from any and all claims or liabilities which may arise from any latent defects in the subject
Premises that the Landlord is not aware of at the signing of the lease qpt any time during the lease term."
4. Parkin Landlord agrees to pmvide -Amr-(4) off-street parking spaces to Tenant on ar-
exclusive basis at no additional cost.
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5. Maintenance and Repairs. Landlord shall maintain at its sole cost in good repair and
replace, as needed, the Property, including, without limitation, the HVAC systems (including regular fil-rr
replacements and regular maintenance of thermostats, ductwork, and diffusers), mechanical systen13,
electrical systems, interior and exterior lighting systems, plumbing, flooring, windows, signs, elevators (if
applicable), interior and exterior walls, all structural components of the building (including the rocf,
foundation, and siding), restrooms, lobbies, stairways, sidewalks, parking lot (including snow remov-4,
cleaning, and restriping as required), wheel stops, storm water drainage, exterior paint, interior paint in the
Common Areas, landscaping and other components of the Property. Landlord shall further continuou"=y
satisfy all governmental requirements generally applicable to similar office buildings, including, withc-lt
limitation, compliance with fire codes, building codes, energy codes, indoor air quality, and Americans
with Disabilities Act barrier -free restrooms and access.
6. Withholdina Rent Pavments. In the event Landlord fails to promptly maintain, repair, er
improve the Premises or the Property as set forth herein, Tenant shall have the right to withhold 50% of ti-e
Base Rent payments without late fees or default interest until such time as Landlord satisfies su._#i
maintenance, repair, or improvement obligations.
7. Cam liunce with Law. Landlord shall be responsible for complying with the Americans
With Disabilities Act of 1990 (42 U.S.C. 12101-12213) and the Washington State Law Agair3t
Discrimination, Chapter 49.60 RCW, as well as regulations adopted thereunder, with respect to the Property
and the Premises.
8. Prevailing Waage. Landlord agrees to pay the prevailing rate of wage to all worker,
laborers, or mechanics employed in the performance of any part of this Lease when required by state lam.-,
and to comply with the provisions of Chapter 39.12 RCW, as amended, and the rules and regulations of t);,
Department of Labor and Industries. The rules and regulations of the Department of Labor and Industries
and the schedule of prevailing wage rates for the locality or localities where this Lease will be performoi
as determined by the Industrial Statistician of the Department of Labor and Industries, are by referent
made a part of this Lease as though fully set forth herein.
9. Hazardous Substances. The term "Hazardous Substances" as used in this Agreement
shall mean pollutants, contaminants, toxic wastes, or any other substances, the removal of which is required
or the use of which is restricted, regulated, prohibited or penalized by any "Environmental Law." Tl--,
term "Environmental Law" or "Environmental Laws" shall mean any federal, state or local law or ordinano,-
relating to pollution or protection of the environment or public health. Landlord represents and warrants 3o
Tenant that the Property does not contain asbestos or other Hazardous Substances of any kind, except, in
the case of Hazardous Substances only and not asbestos, commercially reasonable quantities for
construction purposes and cleaning agents and other substances normally used in the construction, operatioa
and maintenance of office buildings and not prohibited by applicable law, all of which shall be stored, used
and disposed of at Landlord's cost and without reimbursement from Tenant in accordance with El
applicable local, state and federal laws. Landlord agrees not to use, dispose, store or generate any asbestc3
or Hazardous Substances in violation of any applicable law, rule or regulation in the Property. In the eve=#
such laws, rules or regulations require Landlord to remove or otherwise remedy the existence of any
asbestos or Hazardous Substances discovered on the Property, Landlord agrees to promptly remove c
remedy the violation. Landlord agrees to indemnify and hold Tenant harmless against any losses, damages,
costs, liabilities and claims suffered by Tenant in connection with a breach by Landlord of its obligations
set forth in this Section 9, except for such losses, damages, costs, liabilities and claims caused by Tenant's
negligence or intentional misconduct.
10. ANTI -TERRORISM AND MONEY LAUNDERING REPRESENTATION AND
INDEMNIFICATION. Landlord certifies that: (i) neither it nor its managers, members or controllir
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owners are acting, directly or indirectly, for or on behalf of any person, group, entity, or nation named by
any Executive Order, the United States Department of Justice, or the United States Treasury Department zs
a terrorist, "Specially Designated National or Blocked Person," or other banned or blocked person, entice,
nation, or transaction pursuant to any law, order, rule or regulation that is enforced or administered by tim
Office of Foreign Assets Control ("SDN"); (ii) neither it nor its managers, members, or controlling owners
are engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating th€s
transaction, directly or indirectly on behalf of, any such person, group, entity or nation; and (iii) neither it
nor its managers, members, or controlling owners are in violation of Presidential Executive Order 13224,
the USA Patriot Act, the Bank Secrecy Act, the Money Laundering Control Act or any regulatiocs
promulgated pursuant thereto. Landlord hereby agrees to defend, indemnify, and hold harmless Tenant
from and against any and all claims, damages, losses, risks, liabilities and expenses (including reasonable
attorneys' fees and costs) arising from or related to any breach of the foregoing certification. Should
Landlord, during the term of this Lease, be designated an SDN, Tenant may, at its sole option, terminax
this Lease.
11. General Provisions.
11.1 Bindiny Effect. This Agreement shall be binding upon, inure to the benefit oc,
and be enforceable by each of the Parties and their permitted successors and assigns, and shall inure to t=y,
further benefit of, and be enforceable by, any Tenant or transferee permitted by the Lease.
11.2 Governing Law, This Agreement shall be interpreted, governed, and construed
under the laws of the State of Washington.
11.3 Amendment. Any amendments or waivers to this Agreement must be in writie,
and signed by each of the Parties.
11.4 Dispute Costs. In the event of any conflict, claim or dispute between the Partim
hereto and arising out of or relating to the subject matter of this Agreement, whether or not such conflict,
claim or dispute has its basis in law or in equity, the prevailing Party shall be entitled to receive from the
non -prevailing Party(ies) all reasonable costs and expenses of every sort whatsoever including, but nzt
limited to, arbitrators fees, mediation fees, deposition costs, expert witness fees, accounting expenses
relating thereto, and actual attorneys fees incurred or expended whether or not arbitration or cot --I
proceedings are initiated, and including all such costs or expenses incurred or expended in arbitration, in
trial, on appeal or in any bankruptcy or receivership proceeding.
11.5 Broker. Each Party represents that it has worked with no broker with respect -P
the Lease or this Agreement. Tenant and Landlord (each an "indemnitor") agree to indemnify and ho-d
harmless the other Parties hereto, and their respective affiliates, successors and assigns, from and against
claims, actions, judgments, liabilities, payments, losses, damages and expenses, including reasonable
attorney's fees and court costs, suffered or incurred by reason of the indemnitor's breach of its respective
representation in this Section.
11.6 Leval Representation. Each Party acknowledges that it has been represented, C:
has had an opportunity to obtain the representation of counsel with respect to this Agreement. Each Pany
represents to the others that it has read and understood the terms hereof and the consequences of executir_3
the Lease and this Agreement. The Parties agree that the provisions of this Agreement shall not br
construed against the Party who drafted the same.
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11.7 Authorl . Each person signing this Agreement on behalf of a Party represescs
and warrants that he or she is authorized to execute and deliver this Agreement on behalf of such Party, aid
that upon such person's execution hereof, this Agreement shall become binding upon such Party.
11.8 Defined Terms. Terms not otherwise defined herein shall have the meanings srt
forth in the Lease.
11.9 Severahility. If any provision of this Agreement or the application thereof to any
person or circumstances shall, for any reason and to any extent, be invalid or unenforceable, the remainder
of this Agreement and the application of that provision to other persons or circumstances shall not be
affected but rather shall be enforced to the extent permitted by law.
11.10 Full Force and Effect. Except as specifically amended herein, all of the tear_:,
provisions, covenants and conditions of the Lease shall remain unmodified and in full force and effect. This
Agreement shall supersede all prior agreements and understanding of the Parties hereto with respect to the
subject matter hereof. In the event of any inconsistencies between any part of this Agreement and the
Lease, the provisions of this Agreement shall prevail. This Agreement may not be amended or modified in
any manner other than in a writing signed by the Parties hereto, or their respective successors or assigns.
(Remainder ol'Page Intentionally Blank)
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the Effective
Date.
(Landlord)
Hillstrom Holdings, LLC,
A Washington limited liability coin 1 �ijky
By:
eith Hillstrom
Its Manager
LANDLORD ACKNOWLEDGMENT
STATE OF WASHINGTON )
) ss.
COUNTY OF Y,.1 fib" 1
This record was acknowledged before me on 1 Z . 14 . 7.0 Z .2022 (date), by Keith Hillstrom
as Manager of Hillstrom Holdings, LLC.
E
y Public 10M E (tit�ufW
WashingtonName: L:l AAA.UND�1748 Not Public in and for the State of Washin on
mber 174817' $tSION EXPIRES Residing at k-i-hec%e Co+-��'yi. 2026 My appointment expires: -+J - 2-OUe
First Amendment to City of Port Orchard Lease — 600 Kitsap St Lease Page 5 of.'
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(Tenant)
City of Port Orchard,
A Washington municipal corporation
By: - —
Rob Putaansuu,
Its Ma4o;. �10✓
Reviewed and approved:
2DocuSigned by:
F�—
Charlotte Archer
City Attorney
TENANT ACKNOWLEDGMENT
STATE OF WASHINGTON )
) ss.
COUNTY OF KITSAP )
This record was acknowledged before me on a- 2022 (date), by Rob Putaansu-z
as Mayor of the City of Port Orchard.
t7 Z,� L�l?
Nye: ■
Notary Public in and for the State of Washington
Residing at 1
My appointment expires:
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Exhibit A
Legal Description
LOTS 1, 4, AND 5, BLOCK 7, S.M. STEVENS' TOWN PLAT OF SIDNEY; ACCORDING TO THE
PLAT THEREOF RECORDED IN VOLUME 1 OF PLATS AT PAGE 1, RECORDS OF KITSAP
COUNTY, WASHINGTON;
TOGETHER WITH THAT PORTION OF UNNAMED ALLEY AS CONVEYED BY THE CITY OF
PORT ORCHARD UNDER KITSAP COUNTY RECORDING NO.3221209;
TOGETHER WITH THAT PORTION OF UNNAMED ALLEY AS CONVEYED BY HAZELLE M.
SIMMONS UNDER KITSAP COUNY RECORDING NO. 3221211.
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