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HomeMy WebLinkAbout006-26 - Kitsap County - ContractC006-26 LEASE AGREEMENT THIS LEASE AGREEMENT ("Lease") is entered into as of this 1St day January 2026 ("Effective Date"), by and between the CITY OF PORT ORCHARD, a Washington municipal corporation with a mailing address of 216 Prospect Street, Port Orchard, WA 98366, ("Lessor"), and KITSAP COUNTY, a subdivision of the State of Washington, with a mailing address of 614 Division Street, MS 35-B, Port Orchard, WA 98366-7148 ("Lessee"). WHEREAS, Lessor purchased real property located at 730 Prospect St., Port Orchard, WA 98366, Kitsap County Tax Parcel No. 4650-015-006-0007 in 2023, subject to an existing lease between Lessee and the previous owner, which expires on December 31, 2025; and WHEREAS, Lessee has occupied this real property for over twenty years, and desires to remain a Lessee; and WHEREAS, Lessor and Lessee desire to execute a new lease subject to the terms and conditions set forth herein; and NOW, THEREFORE, in consideration of the promises and covenants of the parties herein setting forth the good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by Lessor and Lessee, Lessor and Lessee agree as follows: Section 1. General Lease Provisions (a) Premises. Lessor is the owner of a parcel of real property and all improvements thereon, consisting of approximately 11,326 sq. ft., located at 730 Prospect St., Port Orchard, WA 98366, Kitsap County Tax Parcel No. 4650-015-006-0007, legally described on Exhibit A attached hereto and incorporated herein by this reference. The leased portion of this real property consists of an 8,028 square foot office building and surrounding surface parking, depicted on Exhibit B attached hereto and incorporated herein by this reference, and subject to the terms set forth in this Agreement (collectively, the "Premises"). (b) Agreement to Lease. Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the Premises for the operation of the Kitsap County Prosecutor's Family Support Division, including general Kitsap County Prosecutor Office activities and meetings, and activities incident thereto. No other activities are permitted on the Premises without the prior written consent of the Lessor, which consent shall not be unreasonably withheld. During the Term, Lessee will, at its own cost and expense, promptly observe and comply with all laws, ordinances, and regulations of the federal, state, and county governments and of all other governmental authorities affecting Lessee's use and occupation of the Premises. (c) Parking Rights. Notwithstanding the foregoing leasehold grants and reservations, Lessor and Lessee hereby agree and acknowledge that Lessee shall have the exclusive right to use the parking areas on the Premises depicted on Exhibit B ("Lessee's Parking Stalls"), as well as a non-exclusive right for ingress and egress over and across the driveway(s) and parking lot to access and utilize these parking areas, except that Lessor shall have exclusive rights to utilize eight (8) designated parking stalls currently identified as stalls seven (7) through twelve (12), and stalls twenty (20) and twenty-one (21), and depicted on Exhibit B ("City Parking Stalls"). Lessor shall install and maintain signage and pavement markings to identify the City Parking Stalls as exclusively for Lessor's use (which requires a City -issued parking permit), to be enforced by City Parking Enforcement Staff consistent with the Port Orchard Municipal Code. Lessor shall install and maintain signage for the Lessee's Parking Stalls as designated for "Kitsap County Family Support." Lessee agrees that City's parking shall be reserved exclusively for use by the City and that Lessee shall notify its employees, agents, and visitors to not park in or otherwise use the City Parking Stalls. Lessor agrees that the Lessee's Parking Stalls shall be reserved exclusively for use by the Lessee and its employees, agents and visitors and that Lessor shall notify its employees, agents and visitors to not park in or otherwise use Lessee's Parking Stalls. (d) Signs. Lessee will have the right to install, maintain and replace such signs and advertising on the Premises as Lessee may determine are desirable, including, without limitation, at least one (1) monument sign. Lessee will comply with all applicable laws and will obtain any necessary permits for its signs. Lessee acknowledges that the Premises has signage rights on the Prospect Street side of the real property. (e) Condition. Except as otherwise set forth herein, Lessor and Lessee acknowledge that the Premises, including the parking lot but excluding the elevator, currently exist and are acceptable in such condition for their purposes under this Lease. Except as otherwise set forth herein, Lessee has inspected the Premises and shall accept the Premises in its current "AS IS, WHERE IS" condition. Section 2. Term. (a) The term of this Lease will commence on the 1st day of January 2026 ("Commencement Date") and will terminate on 31st day of December 2026 ("Term"). Lessor will deliver to Lessee full and exclusive possession of the Premises on the Commencement Date. (b) If the Lessee provides notice of intent to seek a new lease by October 1, 2026, the parties may negotiate to extend the term and upon conditions as agreed for the extended term. (c) Holdover. If Lessee does not surrender possession of the Premises to Lessor as set forth herein, in addition to any other rights or remedies Lessor may have hereunder or at law, Lessee, at the option of Lessor, shall be deemed to be occupying the Premises from month -to -month, subject to such occupancy being terminated by either party upon at least thirty (30) days' written notice. In such event, Lessee shall pay to Lessor an amount equal to 110% the portion of the Minimum Annual Rent payable during the last month of the Lease Term, with such Minimum Annual Rent prorated on the basis of a 365 - day year. No provision of this Lease shall be deemed to permit Lessee to retain possession of the Premises after the expiration of the Term. Except as otherwise specifically stated in this Lease, all of the terms and conditions of this Lease shall remain in effect following any extension, renewal, or holdover of the original Lease Term. Section 3. Rent. (a) Lessee agrees to pay the following amounts commencing upon the Commencement Date, due in advance on the first day of each month, in the amount and method of payment as set forth as follows: (i) "Minimum Annual Rent" during the Lease Term shall mean Ninety -Five Thousand Seven Hundred Dollars ($95,700.00) per annum, payable in equal monthly installments of Seven Thousand Nine Hundred Seventy -Five Dollars ($7,975.00). (b) Payments. All Rent payable by Lessee to Lessor under this Lease will be paid by (i) check delivered to Lessor at the address set forth herein or such other address as Lessor may designate by written notice to Lessee, or (ii) electronic transfer as an Automated Clearing House ("ACH") transaction as provided for below. Within five (5) days after receiving a written request from Lessee, but in any event on or before the Commencement Date, Lessor shall promptly execute and deliver to Lessee any documents, instruments, authorizations, or certificates required by Lessee to effectuate ACH transfers pursuant to which Lessee shall be authorized and enabled to make all payments owed by Lessee of whatsoever nature required or contemplated by this Lease. Any such ACH transfers shall be paid by Lessee from Lessee's account in a bank or financial institution designated by Lessee and credited to Lessor's bank account as Lessor shall have designated in writing to Lessee ("Lessor's ACH Account Information"). Lessor's ACH Account Information shall be provided by Lessor. If Lessee elects to pay any amounts due hereunder by ACH transfer, then Lessee shall not be in default of Lessee's obligation to pay such amounts if and for so long as Lessee timely complies with ACH transfer requirements and accurately states Lessor's ACH Account Information. Accordingly, if Lessee shall have timely complied with ACH transfer requirements, but the applicable funds thereafter shall have been misdirected or not accounted for properly by the recipient bank designated by Lessor, then the same shall not relieve Lessee's obligation to make the payment so transferred, but shall toll the due date for such payment until the applicable funds shall have been located and deposited in Lessor's bank account. In the event that Lessor elects to designate a different bank or financial institution into which any ACH transfer is to be deposited, notification of such change and the required documents, instruments, authorizations, and any modified Lessor's ACH Account Information specified in this Lease, must be received by Lessee no later than thirty (30) days prior to the date such change is to become effective. (c) Late Charge. If Lessee shall fail to pay any amount of Minimum Annual Rent or Rent within thirty (30) days following the date the same became due and payable as provided in this Lease, Lessee shall pay to Lessor a late charge equal to the greater of: (a) $300; or (b) five percent (5%) of such delinquent payment. Lessor and Lessee agree that such late charge represents a reasonable estimate of additional administrative expenses incurred by Lessor in processing the delinquency. Provision herein for payment of the late charge shall not be construed to extend the date for payment of any sums required to be paid by Lessee hereunder or relieve Lessee of its obligation to pay all such sums at the times herein stipulated. Section 4. Utility Expenses. (a) Beginning on the Commencement Date, Lessee shall be solely responsible for and shall promptly pay all charges for water, sewer, trash, gas services, and electric services supplied to the Premises, and any other utility used or consumed in the Premises or in providing heating and air-conditioning to the Premises ("Utility Services"), including in each instance, all sales and other taxes applicable to the sale or supply of such utilities, said responsibility commencing on the Commencement Date. Lessee agrees that it shall be Lessee's responsibility (at Lessee's sole cost and expense, including all deposits, charges, connections, hook-up fees, testing fees, and the like) to contract directly with all local utility companies for all Utility Services required for the Premises. (b) Any other services that Lessee determines it requires at the Premises after the Commencement Date (e.g. internet, telephone, cable) shall be obtained by Lessee at its sole responsibility and at its sole cost and expense. (c) Lessor shall not be responsible or liable in any manner for the impairment, interruption, stoppage, or other interference with any Utility Services to the Premises not caused by Lessor or its agents, employees, contractors, invitees or licensees. In any event, no interruption, termination or cessation of utility services to the Premises shall relieve Lessee of its duties and obligations pursuant to this Lease, including, without limitation, its obligation to pay all Rent as and when the same shall be due hereunder. (d) Lessor covenants and agrees to execute commercially reasonable easement agreements necessary for the establishment of Utility Services by the Lessee) and to take all other actions reasonably required in order to effectuate the same, the reasonable costs and expenses of which will be Lessee's responsibility. Section 5. Taxes. Lessor shall pay, before the same become delinquent, all taxes and special assessments levied against the Premises. Lessee shall pay, before the same become delinquent, all taxes assessed against Lessee's furniture, trade fixtures, equipment, and other personal property in the Premises. Section 6. Improvements, Repairs, Additions, Replacements; Maintenance; Liens. (a) Lessee shall not construct, reconstruct, remove, replace and alter the buildings and other improvements on the Premises without Lessor's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. All of Lessee's alterations, construction, and improvements will comply with all applicable building codes and ordinances, will not pose a public health or safety risk, and will be in good operating condition. Any improvement, fixture, or alteration installed by Lessee shall become the property of Lessor upon installation, except for Lessee's removable personal property that can be detached without damage to the Premises. All other items, including any improvement affixed to or integrated with the Premises, shall remain with and become part of the Premises at the end of the lease term. (b) Lessor shall have the right, at its sole cost and expense, to install electric vehicle (EV) charging stations along City Parking Stalls numbered 7 through 12). Such installation may include all necessary equipment, infrastructure, signage, and utility connections as determined by Lessor. Lessee agrees to reasonably cooperate with Lessor to facilitate such installation, provided that it does not unreasonably interfere with Lessee's use of the Premises, including Lessee's parking stalls. Upon completion of installation, the Designated Spaces shall be reserved exclusively for use by the City for the purpose of charging and parking electric vehicles. Lessee shall not permit its employees, agents, or visitors to, park in or otherwise use the City Parking Stalls. Lessor shall be responsible for the maintenance and repair of the EV charging stations and related infrastructure, and shall ensure their continued compliance with applicable laws and regulations. (c) Lessee's maintenance and repair obligations. Except as provided in subsection (d) below or subsection (e) below, Lessee shall, at Lessee's sole expense, maintain all interior portions of the Premises in a good, clean, and sanitary condition, excepting normal wear and tear, and performing small maintenance tasks therefor. This includes painting interior walls and ceilings, cleaning floors and carpeting, replacing door handles, locks and hinges, cleaning windows and window coverings, replacing broken mirrors, replacing lightbulbs, maintaining faucets and toilet seats, unclogging drains, and the maintenance and repair or replacement all trade fixtures and equipment installed for use by Lessee. Trade fixtures include, but are not limited to, the security system. Lessee shall also be responsible for engaging any janitorial services or interior pest control services necessary for Lessee's maintenance obligations. (d) Lessor's maintenance and repair obligations. Except as provided in subsection (c) above or subsection (e) below, Lessor shall, at Lessor's sole expense, maintain all structural elements and permanent fixtures of the Premises. This includes the painting and replacement of exterior walls and siding, cleaning and repairing the roof, gutters, downspouts, etc., fixing any broken portion of foundation or the structural floor slab, the basement sump pump, the HVAC and other mechanical, plumbing and electrical systems, inspecting and repairing the elevator, replacing toilets, sinks, light fixtures, and windows. Lessor shall not be obligated to repair or replace any fixtures or equipment installed by Lessee, and Lessor shall not have any obligation to maintain or repair the interior of the Premises under subsection (c), except where the improvements, maintenance or repairs to the interior of the Premises are needed as a result of damages caused by a component to be maintained by the Lessor in which case Lessor shall be obligated to make the required improvements, maintenance, and/or repairs. (e) Landscaping and parking lot. Lessee shall be responsible for maintaining the parking lot in good, clean and sanitary condition and the Lessor shall be responsible for all necessary maintenance and repair to the parking lot surface (including driveways and drive aisles) and shall restripe as necessary. Lessor shall be responsible for maintaining all mown and landscaped areas of the Premises in a professional manner. (f) All maintenance and repairs by either party shall be performed in a good and workmanlike manner and in compliance with all applicable laws, ordinances, and regulations. (g) Lessor may inspect the Premises at all reasonable times, and enter the same for the purpose of cleaning, repairing, altering, improving or exhibiting the same, but nothing herein shall be construed as imposing any obligation on Lessor to perform any such work. Lessee shall notify Lessor as soon as reasonably possible when Lessee becomes aware of any repair or maintenance issues concerning the Premises that are Lessor's responsibility. (h) All personal property, trade fixtures, equipment and inventory will at all times be owned solely by Lessee. Lessor hereby waives any statutory lien on Lessee's personal property, trade fixtures, equipment and inventory. On the expiration or termination of this Lease, if Lessee fails to remove any personal property or any items that make up Lessee's trade style, Lessee will be deemed to have abandoned the same. (i) If, because of any work or services performed for Lessee (or any judgment against Lessee), any lien is filed against the interest of Lessor in the Land, Lessee will cause the lien to be discharged of record or bonded within thirty (30) days after written notice from Lessor. Section 7. Assignment and Subletting. (a) Except as otherwise expressly provided herein, this Lease may not be assigned without the prior written consent of Lessor. No such consent to assignment of this Lease shall release the assignor from the performance of all of the obligations on the part of Lessee thereafter to be performed. (b) Except as otherwise expressly provided herein, Lessee shall not sublease all or any part of the Premises without the prior written consent of Lessor. Section 8. Oniet Enjoyment. Lessor agrees that so long as Lessee is not in default of any of its obligations hereunder, Lessee may quietly have, hold, and enjoy the Premises from and after Lessor's delivery of the Premises to Lessee and until the end of the Lease Term, subject, however, to those matters to which this Lease is or shall become subordinate as expressly provided herein. Section 9. Indemnification. (a) General Indemnification. Each party agrees to defend, indemnify, and hold harmless the other party and its elected and appointed officials, officers, employees and agents against all claims, losses, damages, suits and expenses, including reasonable attorneys' fees and costs, to the extent they arise out of, or result from, the negligence or willful misconduct of the indemnitor or its elected or appointed officials, officers, employees and agents in the performance of this lease. The indemnitor's duty to defend, indemnify, and hold harmless extends to claims by the elected or appointed officials, officers, employees or agents of the indemnitor or of any contractor or subcontractor of indemnitor. The indemnitor waives its immunity under Title 51 (Industrial Insurance) of the Revised Code of Washington solely for the purposes of this provision and acknowledges that this waiver was mutually negotiated. This provision shall survive the expiration or termination of this lease. (b) Lessor's Indemnity Obligations for Use of Parking Lot. Lessor shall indemnify, protect, defend, and hold Lessee harmless from and against any and all Claims arising out of or in connection with the Lessor's use of the City Parking Stalls, except where caused by the sole negligence or willful misconduct of any Lessee Parties. (c) The obligations of this Section shall survive the expiration of this Lease. Section 10. Insurance. (a) Lessee's Insurance Obligations. At all times from and after the Commencement Date, Lessee shall maintain, at its sole cost and expense, the following policies of insurance: (i) General Liability Insurance. Lessee shall, at Lessee's sole expense, maintain Commercial general liability insurance with broad form contractual liability coverage and with coverage limits of not less than $1,000,000 combined single limit, per occurrence, and $2,000,000 general aggregate, insuring against any and all claims for injury to or death of persons, and loss of or damage to property, occurring upon, in or about the Premises. Lessee shall maintain umbrella or excess insurance in an amount of not less than $5,000,000. (ii) Lessee's Personal Property and Improvements. Property insurance covering any peril generally included in the classification "special causes of loss coverage" covering all: (i) Improvements made by Lessee; and (ii) Personal Property owned or leased by Lessee (or for which Lessee is legally liable) and located on the Premises, in an amount not less than the full replacement cost and with a commercially reasonable deductible not to exceed $1,000,000. Such coverage shall include insurance against loss of business income, vandalism, malicious mischief, and sprinkler leakage or other sprinkler damage, boiler and pressure vessel insurance, and any policy proceeds shall be used for the repair or replacement of the property damaged or destroyed, unless this Lease is terminated under the provisions hereof. Lessee will be permitted to maintain a self -insured retention with respect to its commercial general liability coverage. (iii) Lessee will keep Lessee's buildings and improvements on the Premises insured against loss or damage by fire and customary extended coverage on a replacement cost basis (but excluding the cost of the foundation, excavation, and footings). All proceeds payable by any insurance company under such property insurance policies will be payable to Lessee, and Lessor will not be entitled to, and will have no interest in, the proceeds. Notwithstanding anything to the contrary contained herein, Lessee shall have the right to self -insure the risks that would otherwise be covered by the insurance policy required to be maintained by Lessee under this subsection. Lessee shall be deemed to have exercised such right to self -insure unless Lessee notifies Lessor that Lessee has obtained a third -party insurance policy and delivers a certificate of insurance to Lessor evidencing same. During any period that Lessee self -insures, Lessee shall assume the risks of and shall pay from its assets the costs, expenses, damages, claims, losses, and other amounts, if and to the same extent that a third party insurance company would have paid those amounts if the insurance company were insuring those risks under the policy described in this subsection. All amounts which Lessee pays or is required to pay and all loss or damage resulting from risks for which Lessee has elected to self -insure shall be subject to the waiver of subrogation provisions in Section 14 hereof. (b) Except with respect to insurance that Lessee elects to self -insure in accordance with subsection (b), Lessee will carry its insurance with a good and solvent insurance company or companies licensed to do business in Washington state. Lessee's policy will include Lessor as an additional insured with respect to Lessee's commercial general liability policy for bodily injury or property damage resulting from Lessee's negligence. Lessee agrees to deliver certificates of its insurance on a standard ACORD form to Lessor upon written request by Lessor. Each policy shall contain a provision that the insurer will not cancel or fail to renew the coverage provided by such policy without first endeavoring to give thirty (30) days' prior written notice to Lessor. Lessee's insurance may be carried under blanket insurance policies covering the Premises and other locations of Lessee provided the blanket insurance complies with all of the other requirements of this Lease. (c) Waiver of Subrogation. All insurance policies carried by either party covering the Premises will expressly waive any right on the part of the insurer against the other party. As to any loss or damage which may occur and be covered (or required by the terms of this Lease to be covered) under any insurance policy(ies), the party obligated to carry the insurance hereby releases the other from any amount of liability for such loss or damage. The release includes a release of liability for the full amount of any deductible maintained by a party under its insurance policy. Section 11. Damage or Destruction. If the Premises are damaged or destroyed by fire or any cause other than any act or omission of Lessee, its employees, agents, invitees or licensees, Lessor shall restore the Premises, except for such fixtures, improvements and alterations as are installed by Lessee, as nearly as practicable to their condition immediately prior to such damage or destruction. Lessee, at Lessee's expense, shall so restore all such fixtures, improvements and alterations installed by Lessee. Lessor, at Lessee's expense, shall so restore the Premises with respect to all damages caused by any act or omission of Lessee, its employees, agents, invitees or licensees; and Lessee agrees to reimburse Lessor upon demand for all expenses of every kind and nature, from time to time, for such restoration. The obligations to restore provided in this paragraph shall be subject to Lessor's and Lessee's termination rights provided hereinafter. Any restoration shall be promptly commenced and diligently prosecuted. Lessor shall not be liable in any fashion to Lessee for any consequential damages incurred by Lessee by reason of any such damage or destruction. Notwithstanding any of the foregoing provisions of this section, in the event the Premises shall be destroyed or damaged to such an extent that Lessor deems it not economically feasible to restore the same, then Lessor may terminate this lease as of the date of the damage or destruction by giving Lessee written notice to that effect. In the event the Premises shall be destroyed or damaged to such an extent that the same cannot be used for the conduct of the business stated herein for a period exceeding ninety (90) days, then either party may terminate this lease as of the date of the damage or destruction by giving the other notice to that effect not later than twenty (20) days after the occurrence of said damage or destruction; provided, however, Lessee shall have no such right to terminate this lease if such damage or destruction is caused by any act or omission of Lessee, its employees, agents, invitees or licensees. If Lessor undertakes to restore the Premises, as provided in this Section, then commencing with the date of the damage or destruction, and continuing through the period of restoration, the rent for the Premises shall be abated for such period in the same proportion as the untenable portion of the Premises bears to the whole thereof, except that there shall be no abatement to the extent any such damage or destruction was caused by any act or omission of Lessee, its employees, agents, invitees, or licensees. Section 12. Default by Lessee. (a) The occurrence of any of the following shall constitute a default by Lessee and a breach of this Lease: (i) The failure by Lessee to pay any Rent, Minimum Annual Rent, or other sum required to be paid hereunder if such failure continues for thirty (30) days after receipt by Lessee of notice from Lessor specifying such default; (ii) If Lessee defaults in performing any covenant, condition, term, or provision of this Lease to be performed by Lessee, and fails to cure such default within the grace or time period for cure specified in this Lease or, if no grace or time period for cure is specified, within thirty (30) days after written notice thereof (or such longer period, if any, as may be reasonably required to cure the failure if the failure reasonably cannot be cured within a thirty (30) day period, provided Lessee commences to cure within such thirty (30) day period and thereafter continuously and diligently pursues such cure at all times until such default is cured); (iii) A determination by Lessor that Lessee has submitted a false report required to be furnished hereunder; (iv) The discovery by Lessor that any representation, warranty or financial statement given to Lessor by Lessee under this Lease was intentionally and materially false or misleading; (v) If Lessee abandons or vacates the Premises for a continuous period of fifteen (15) days, except in the case of a Force Majeure event; (vi) This Lease or Lessee's interest herein or in the Premises or any improvements thereof or any property of Lessee are executed upon or attached; (vii) Any claim or lien is asserted or recorded against the interest of Lessor in the Premises or any portion thereof, on the account of, or extending from any improvement or work done by or at the instance, or for the benefit of Lessee, or any person claiming by, through, or under Lessee or from any improvement or work the cost of which is the responsibility of Lessee which is not cured within 30 days. (b) To the extent permitted by applicable state law, the grace or time periods provided in this Section for cure of Lessee's defaults under this Lease shall be in lieu of, and not in addition to, any similar time periods prescribed by applicable state law as a condition precedent to the commencement of legal action against Lessee for possession of the Premises. Where, however, state law provides longer periods those periods shall govern. (c) Lessor's Rights and Remedies. Should Lessee default under this Lease, Lessor shall have, in addition to any other remedies available to Lessor at law or in equity, the right to terminate this lease upon providing any notices required by law to Lessee, and thereafter re-enter the Premises, provided, however, that any such re-entry shall be conducted in a manner consistent with and subject to the confidentiality and security requirements applicable to Lessee's work, to the extent such requirements have been previously disclosed to Lessor. Notwithstanding such re-entry by Lessor, Lessee covenants and agrees to pay Lessor any deficiency arising from a reasonable re-entry and re -letting of the Premises at a lesser rental to a new third -party tenant than agreed to in this lease. Lessee shall pay such deficiency each month as the amount thereof is ascertained by Lessor. Lessor shall apply the proceeds of any re -letting first to the payment of such reasonable expenses as Lessor may have incurred in recovering possession of the Premises and removing persons and property therefrom, and in putting the same into good order or condition or preparing or altering the same for re - letting, and all other expenses incurred by Lessor by re- letting the Premises, and then to Lessee's obligation to pay rent. Any such re -letting may be for the remainder of the term of this lease or for a longer or shorter period. In any such case, and whether or not the Premises, or any part thereto be re -let, Lessee shall pay to Lessor the rent and all other charges required to be paid by Lessee up to the time of such termination of this lease; and thereafter, Lessee agrees to pay the equivalent of the amount of all rent reserved herein, and all other charges required to be paid by Lessee less the net proceeds of re -letting, if any, and the same shall be due and payable by Lessee monthly as the amount thereof is ascertained by Lessor, and Lessor may bring an action therefore as such monthly deficiencies arise. In any of the circumstances hereinbefore mentioned, Lessor shall have the option, instead of holding Lessee liable for the amount of all the rent and all other charges required to be paid be Lessee, less the net proceeds of re -letting, if any, forthwith to recover from Lessee an aggregate sum representing, at the time of such termination of this lease, the then present worth of the excess, if anyl of the aggregate of the rent, and all other charges payable by Lessee hereunder that would have accrued until the end of the lease term, over the aggregate rental value of the Premises during such term. (d) Lessor may pursue any other rights and/or remedies available under applicable state law or in equity. All rights and remedies reserved by, or granted to, Lessor under this Lease, at law or in equity, are distinct, separate, and cumulative, and the exercise of any one of them shall not be deemed to preclude, waive, or prejudice Lessor's right to exercise any or all others. Section 13. Eminent Domain. If all of the Premises are taken by any public authority under the power of eminent domain, this lease shall terminate as of the date possession is taken by said public authority pursuant to such condemnation. If any part of the Premises is so taken and, in the opinion of either Lessor or Lessee, it is not economically feasible to continue this lease in effect, either party may terminate this lease. Such termination by either party shall be made by notice to the other, given no later than thirty (30) days after possession is so taken, the termination to be effective as of the later of thirty (30) days after said notice, or the date possession is so taken. If part of the Premises are so taken, and neither Lessor nor Lessee elects to terminate this lease, or until termination is effective, as the case may be, the rental shall be abated in the same proportion as the portion of the Premises so taken bears to the whole of the Premises; and Lessor shall make such repairs or alterations, if any, as are required to render the remainder of the Premises tenantable. All damages awarded for the taking or damaging of all or any part of the Premises shall belong to and be the property of Lessor, and Lessee hereby assigns to Lessor any and all claims to such award; but nothing herein contained shall be construed as precluding Lessee from asserting any claim Lessee may have against such public authority for disruption or relocation of Lessee's business on the Premises. Section 14. Notices. All notices, demands and requests to be given by either party to the other shall be in writing, and shall be sent by United States registered or certified mail, postage prepaid, with a copy sent via electronic mail as follows: Lessor: City of Port Orchard c/o Mayor Rob Putaansuu 216 Prospect Street Port Orchard, WA 98366 Lessee: Kitsap County Prosecutor c/o Family Support / Paternity Division 614 Division Street, MS -35B Port Orchard, WA 98366-7148 Notice, demands, and requests served upon Lessor or Lessee, as provided in this section, in the manner aforesaid, shall be deemed sufficiently served or given for all purposes hereunder two business days after the time such notice, demand or request is mailed in any post office in Kitsap County, Washington. Each party may change their representative by providing fifteen (15) days prior notice to the other party. Section 15. Performance of Covenants. If Lessee shall fail to make any payment, or perform any of Lessee's obligations under this lease, Lessor may, without notice to or demand upon Lessee, and without waiving or releasing Lessee from any obligations of Lessee under this lease, make said payment or perform said obligation in such manner and to such extent as Lessor deems desirable. All sums so paid by Lessor, and all necessary costs and expenses in connection with the performance of any such obligation by Lessor, together with interest thereon at the rate of twelve per cent (12%) per annum, compounded monthly from the date of the making of such expenditure by Lessor, shall be deemed additional rent hereunder, and shall be payable to Lessor on demand. Section 16. Surrender of Premises. Subject to Lessor's obligations pursuant to this lease regarding maintenance of the leasehold Premises, Lessee, at the expiration or sooner termination of this lease, shall quit and surrender the Premises in good, neat, clean and sanitary condition, except for reasonable wear and tear. Section 17. Force Majeure. Lessor's failure to perform any of its obligations under this lease shall be excused if due to causes beyond the control and without the fault or negligence of Lessor, including but not restricted to acts of God, acts of the public enemy, acts of any government, fires, floods, epidemics and strikes. Section 18. General Provisions. (a) Nonwaiver. No failure of Lessor to insist upon the strict performance of any provision of this lease shall be construed as depriving Lessor of the right to insist on strict performance of such provision, or any other provision in the future. No waiver by Lessor of any provision of this lease shall be deemed to have been made unless expressed in writing and signed by Lessor. No acceptance of rent or of any other payment by Lessor from Lessee after any default by Lessee shall constitute a waiver of any such default or any other default. Consent of Lessor in any one instance shall not dispense with necessity of consent by Lessor in any other instance. (b) Attorney's Fee. If, by reason of any default on the part of either Lessor or Lessee, it becomes necessary for the other party to employ an attorney, or if an action be commenced by either party to enforce any of the provisions of this lease, each side shall bear their own fees and expenses. 10 (c) Execution in Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (d) Partial Invalidity. If any term or provision of this lease, or the application thereof to any person or circumstances, shall to any extent be invalid or unenforceable, the remainder of this lease, or the application of such term or provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this lease shall be valid and enforced as written to the fullest extent of the law. (e) Governing Law: This lease shall be governed by the laws of the State of Washington. (f) Entire Agreement: This document contains the entire and integrated agreement of the parties and may not be modified except in writing, signed and acknowledged by all parties. (g) Interpretation: This lease has been submitted to the scrutiny of all parties hereto, and their counsel, if desired, and shall be given a fair and reasonable interpretation in accordance with the words hereof, without consideration or weight being given to its having been drafted by any party hereto, or its counsel. (h) Remedies Cumulative: The specified remedies of which Lessor may resort under the terms of this lease are cumulative, and are not intended to be exclusive of any other remedies or means of redress to which Lessor may lawfully be entitled in case of any breach or threatened breach by Lessee of any provision of this lease. In addition to the other remedies in this lease provide Lessor shall be entitled to the restraint by injunction of the violation, or attempted or threatened violation, of any of the covenants, conditions or provisions of this lease. (i) Number; Gender; Permissive Versus Mandatory Usage: Where the context permits, references to the singular shall include the plural, and vice versa, and to the neuter gender shall include the feminine and masculine. Use of the word "may" shall denote an option or privilege and shall impose no obligation upon the party which may exercise such option or privilege; use of the word "shall" shall denote a duty or an obligation. (j) Time is of the essence to this lease. Wherever there is a day or time period established for performance and the day or the expiration of such time period is a Saturday, Sunday or holiday, then the time for performance will be automatically extended to the next business day. (k) Conflict of Provisions: In case of conflict, the more specific provisions of this lease shall control. (1) Binding Effect: Subject to the provisions of Section 15 hereof, this Lease shall be binding upon the parties hereto and upon their respective executors, administrators, legal representatives, successors and assigns. REMAINDER OF PA GE INTENTIONALLY LEFT BLANK SIGNATURES COMMENCE ON FOLLOWING PAGE 11 Lessor has executed this Lease as of 1 '7 , 202,D "LESSOR" CITY OF PORT ORCHARD By: Rob Putaansuu Mayor 12 Lessee has executed this Lease as of ` ty , 2025 rt'J BOARD OF COUNTY COMMISSIONERS l; i ti J Kitsap County, Washington ATTES� �" STINE ROLFES, Chair ORAN ROOT, Commissioner ana Daniels, Clerk of the Board KATHERINE T. WALTERS, Commissioner 13 1�►:i:�1:7111I� DESCRIPTION OF LAND PART OF LOTS 12 AND 13, BLOCK 15, PLAT OF SIDNEY DESCRIBED AS FOLLOWS: BEGINNING 100 FEET NORTH OF THE SOUTHWEST CORNER OF LOT 12, HENCE EAST PARALLEL TO THE SOUTH LINE OF SAID LOT 37.98 FEET; THENCE NORTH 23°EAST 98.79 FEET, MORE OR LESS, TO THE NORTHERLY LINE OF LOT 13;THENCE NORTHWESTERLY ALONG THE NORTHERLY LINE OF SAID LOTS 12 AND 13, A DISTANCE OF 42.77 FEET TO THE NORTHWEST CORNER OF LOT 12; THENCE SOUTH 22 1/2° WEST ALONG THE WESTERLY LINE OF LOT 12, 95.19 FEET; THENCE SOUTH ALONG TIIB WEST LINE OF LOT 12, TO THE PLACE OF BEGINNING, KITSAP COUNTY, WASHINGTON; ALSO LOT 6, BLOCK 15, S.M. STEVEN'S TOWN PLAT OF SIDNEY, ACCORDING TO PLAT RECORDED IN VOLUME 1 OF PLATS, PAGE 1, iN KITSAP COUNTY, WASHINGTON; ALSO THE EASTERLY 10 FEET OF LOT 5, BLOCK 15, S.M. STEVEN'S TOWN PLAT OF SIDNEY AS PER PLAT RECORDED IN VOLUME 1 OF PLATS ON PAGE 1, RECORDS OF KITSAP COUNTY AS MEASURED ALONG THE NORTH LINE THEREOF. ALL SITUATE IN KITSAP COUNTY, WASHINGTON. A-1 DEPICTION OF PREMISES