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HomeMy WebLinkAbout4815 Contract Number: Vendor: Subject: Department: File Class: Begin Date: End Date: Review Date: Vault Date: Comments: 4815 KITSAP TRANSIT & HOTEL CONCEPTS OF KITSAP LLC Parking & Plaza - Harborside Conference Center Finance LEG 12-1 03/25/2009 06/15/2011 dba Hampton Inn & Suites Bremerton Perpetual unless earlier terminated by parties Review date for tracking only Return Address: City Clerk City of Bremerton 345 61h Street, Suite 600 Bremerton, WA 98337-1873 BREMERTON CITY OF 200904200350 Agreement Reo Fee' $ 62.00 0412012009 03:20 PM . Page. 1 of 21 Walter Washington. Kitsap Co Audltor 1 1111111 111111111 11111 11111111111 111111 III! 11111111111111111111111111111111111111111111111 AUDITOR/RECORDER'S INDEXING FORM Document Title(s): 1. Harborside Conference Center Parking and Plaza Agreement Reference Number(s) of Documents assigned or released: 200312120194 Grantor(s): 1. City of Bremerton and Kitsap Transit D Additional names on page of document. Grantee(s): 1. Kitsap Transit 2. Hotel Concepts of Kitsap, LLC D Additional names on page of document. Legal Description: Ptn GL 3 Sec. 13 & GL 1 Sec. 24, all in TWP 24 N RGE IE & Ptn Lots 7-9, Blk 2, Town of ( abbreviated) Bremerton [g] Additionallegal is on page Attachment A of document. Assessor's Property Tax Parcel/Account Number: 24240120012004,37180020080005, 37180020040009,24240120112002 Harborside Conference Center Parking and Plaza Agreement This Harborside Conference Center Parking and Plaza Agreement ("Agreement") is entered into this~s;.\lr-..day o:&\O..("~009, between the CITY OF BREMERTON, a municipal corporation, hereinafter "City", KITSAP TRANSIT, a municipal corporation and HOTEL CONCEPTS OF KIT SAP, LLC dba HAMPTON INN & SUITES BREMERTON, a Washington Limited Liability Company, hereinafter "Hotel". Page 1 of 15 February 9,2009 WHEREAS, the City and Kitsap Transit are the owners, respectively, of the seven properties that, jointly combined, establish the site for the Harborside Conference Center complex. Attachment A is the legal description for the Project. WHEREAS, the hotel pad and air-space was sold to the Hotel. WHEREAS, the restaurant pad and air-space was reconveyed back to the City who sold the same to Anthony's Restaurants/Mad Anthony's Inc. ("Anthony's") for the development of a restaurant. WHEREAS, the parking garage consists of three floors and 516::f: parking spaces ("Parking Garage"). Drawings of the Parking Garage are attached hereto as Attachment B. The parking area covered by this Agreement excludes the Kitsap Transit HOV parking spaces as currently located and configured on the boardwalk passenger vehicle holding area level. The parking area covered by this Agreement includes the loading/unloading area for garbage and the freight elevator and the electrical transformer and cable room. WHEREAS, the City, Kitsap Transit and Opus Northwest, L.L.C. entered into a parking garage agreement dated August 20, 2003 ("2003 Parking Garage Agreement") regarding the parking rights and the terms and conditions for the use and enjoyment thereof. WHEREAS, the City and Kitsap Transit, as owners of the Parking Garage, are successors in interest to the interests of Opus Northwest, L.L.c. in the 2003 Parking Garage Agreement. WHEREAS, the Hotel, as owner of the hotel, has an interest in this agreement to the extent it has a right to use and an obligation to pay for certain parking spaces in the parking garage. WHEREAS, Anthony's as owner of the restaurant, has entered into a separate agreement with the City dated October 25, 2004 ("Easement Agreement") for the use of City parking spaces and is therefore not a party to this Agreement. WHEREAS, the City and Kitsap Transit desire to update the provisions of the 2003 Parking Garage Agreement with respect to the use and maintenance of the Harborside Conference Center parking garage. WHEREAS, the City and Kitsap Transit also desire to set forth herein their agreement with respect to the use and maintenance of the Harborside Conference Center plaza. NOW, THEREFORE, the parties agree as follows: 1. Premises. The Harborside Conference Center complex ("Premises") currently consists of a three level parking garage owned by the City and Kitsap Transit ("Parking Garage"), an approximately 110 room hotel owned by the Hotel ("Hotel"), an approximately 4500 sq. ft. restaurant owned by Anthony's ("Restaurant"), a City Page 2 of 15 February 9,2009 owned conference center for 650 attendees ("Conference Center"), conference center plaza ("Plaza") and an office/retail building owned by Kitsap Transit consisting of approximately 8000 ~quare feet of retail space and two floors (36,000 square feet) of office space. 2. Duration of Agreement. This Agreement shall continue perpetually for so long as, and during any period in which the Conference Center and Parking Garage are located on the Project property, and during any time while the Conference Center and Parking Garage are being repaired, restored or rebuilt, unless earlier terminated by the parties hereto. 3. Plaza and Fountain Maintenance. Kitsap Transit shall pay the City 33 1/3% of all maintenance and operation expenses for the Plaza and fountains during the duration of this Agreement. For the purposes of the fountains, maintenance and operation includes supplies and services for general maintenance and electricity, but does not include labor allocation or capital expenditures. In addition, Kitsap Transit shall make payment of its percentage share of these expenses retroactive to January 1, 2005 through December 31,2008 in the amount of$209,240.65. 4. Parking Garage Generally. The parking garage consists of three floors with 516::c parking spaces. Level 1 has 203 stalls. Level 1 was not funded with bond proceeds and is therefore not subject to tax-exempt financing restrictions. The remaining 313 stalls are on Levels 2 and 3 and were financed with proceeds of a tax-exempt bond Issue. 5. Kitsap Transit Parking Spaces. a. Kitsap Transit owns a total of 123.5 parking spaces in the Garage, all on Level 1. b. Fifty-three and one-half (53.5) of Kitsap Transit's spaces are dedicated spaces for Kitsap Transit use and are located on level one under the existing Transit Center deck as reflected on Attachment B. (Commonly referred to as "Area 51 ") c. Sixty (60) of Kitsap Transit's spaces are currently dedicated spaces for Hotel use subject to modification by mutual agreement of the parties. The Hotel shall pay for these parking spaces as set forth in Section 8. d. Kitsap Transit's remaining 10 spaces are located on Level 1 and are used for visitor and tenant parking for customers and tenants of the Transit Building or such other purposes as Kitsap Transit may hereafter direct. 6. City Parking Spaces. a. The City shall own the remaining 313::c general public parking spaces on Levels 2 and 3, subject to the rights, terms, limitations and conditions described below. The City also owns 80 parking spaces on Level 1 dedicated to restaurant parking. b. The City shall be entitled to receipt of 100% of the net income or loss from the general public parking pool revenue from Levels 2 and 3, after payment of Page 3 of 15 February 9, 2009 the monthly operating expenses as herein provided, including debt service due by the City. 7. Levell Parking - Dedication and Use. a. Level I parking includes 203.5:1: total parking spaces dedicated and used as follows: 1. City - Restaurant Dedicated Parking 80 11. Kitsap Transit - Hotel Dedicated Parking 60 111. Kitsap Transit - Kitsap Transit Dedicated Parking 63.5 Total: 203.5 b. Kitsap Transit's 60 Hotel dedicated parking spaces will be broken out as follows: 55 spaces on PI upper level clearly marked as hotel spaces and five spaces on PI lower level (Area 51 of Kitsap Transit's part of PI) accessed by stickers or tags provided by Kitsap Transit to Hotel, unless otherwise agreed. 8. Hotel Payment and Terms for Parking Spaces. a. Hotel use of Kitsap Transit spaces on Levell: The Hotel shall pay Kitsap Transit, for its use of the 60 dedicated parking spaces on Level 1 as identified in Sections 5 and 7, the sum of$140.00 per parking space per month, which is the current monthly rate for parking spaces on Levels 2 and 3 as charged by the City. This rate is subject to adjustment pursuant to Subsection 8(d). b. Hotel use of City spaces on Level 3: The Hotel shall pay the City $6.25 per day per vehicle for up to 30 spaces daily on level 3 of the Parking Garage, subject to availability. (This fee is based on the current monthly rate of $140.00 per parking space per month divided by the industry standard of twenty-two business days). These 30 spaces are not part of the 60 dedicated parking spaces set forth in Subsection 8(a). These rates are subject to modification by the City in its sole discretion, upon 60 days notice based on market conditions. c. Allocated Parking for Kitsap Transit on Level 3: Because the Hotel utilizes parking spaces on Level 1 reducing potential parking needs for Kitsap Transit's future tenants in its office/retail building, Kitsap Transit may utilize up to 60 parking spaces on Level 3 at the same monthly rate the Hotel pays Kitsap Transit for its spaces on Level I (as such rate may be adjusted pursuant to the provisions of subsection 8( d). As of the date of this agreement, Kitsap Transit is not using any of these 60 allocated parking spaces. These stalls may be used as follows: 1. Kitsap Transit may use all of the allocated 60 parking spaces for Kitsap Transit employee or other government employee parking ("Kitsap Transit employee" parking) 11. K~tsap Transit acknowledges that use of such Level 3 Parking Stalls is subject to the City's bond covenants for the financing of Levels 2 and 3. While such covenants do not restrict the use of these stalls for Kitsap Transit employee parking, the bond covenants contain certain limitations on private monthly parking. As of the date of this agreement, Kitsap Transit, upon request, will be entitled to use up to Page 4 of 15 February 9, 2009 31 of the 60 allocated parking spaces for private monthly parking (in lieu of Kitsap Transit employee parking) and subject to further review for compliance with bond covenants at the time of request for such use, and conditioned upon such compliance, may use the full 60 allocated parking spaces for private monthly parking. Accordingly, Kitsap Transit agrees it will utilize no more than the maximum permissible Level 3 parking spaces for private (non-governmental employee) parking as allowed by the bond covenants. 111. Kitsap Transit shall provide at least 30-day advance written notice of its proposed use of Level 3 Parking Stalls including both the number of total stalls to be used and further, in order to determine compliance with City bond covenants, the number of stalls requested for private use. The Stalls Kitsap Transit elects to use on Level 3 shall be dedicated for the exclusive use by Kitsap Transit (and/or its successors and tenants subject to the City's bond covenants) and marked with signage for such use only. d. Renegotiation of Hotel and Kitsap Transit Parking Rate. The City or Kitsap Transit may from time to time, but no more frequently than annually, beginning in the 2010 calendar year, request an increase in the Hotel Parking rate for the dedicated Hotel parking spaces based on the current fair market monthly rental value within the downtown Bremerton area. If within 30 days of either party's request, the parties are unable to agree on a new monthly rate, the rate shall be established through the dispute resolution provisions of this Agreement. 9. Conference Center Parking. a. There shall be available within the general public parking area on Levels 2 and/or 3, one hundred fifty (150) parking spaces associated with the events held in the Conference Center. b. The parking spaces associated with the Conference Center will be in the general public parking areas on Levels 2 and 3 as shown on Attachment B and shall not be dedicated spaces. c. Conference event sponsorship shall have the right, through the parking management, to reserve up to a combined one hundred fifty (150) parking spaces on Levels 2 and 3 for any single or multiple events running concurrently. d. The City, in its sole discretion, may reserve additional parking spaces, exceeding the 150 associated spaces on Levels 2 and 3, for Conference Center events. e. Sponsors for events who reserve parking as herein provided shall be responsible for and shall pay for reserved parking at the general public parking established rates. f. At no time shall more than 250 parking spaces be reserved for Conference Center events without the express event and parking reservation approval from the Hotel operator. Page 5 of 15 February 9, 2009 10. Executive Parking Spaces. Hotel may lease spaces on Levels 2 and 3 in which could be located in a designated area on Levels 2 and/or 3 within the garage available to such user specifically set aside for said Executive Parking Stall user on a reserved, designated basis and which would be available to such user on a 24 hour basis. Said parking spaces shall be leased at a monthly rental basis as established by the City. 11. Use of Loading/Unloading Area. The owner(s) of the Pads (and their tenants) shall have the right to use the garbage loading/unloading areas, the freight elevator and the electrical transformer and cable room as shown on Attachment B, subject to the obligation to pay for garbage and recycling charges established by the agreement of the owners. 12. Management, Operation and Maintenance of Garage. a. The City shall be responsible for overall management, operation, maintenance, security and control of the Parking Garage, provided Kitsap Transit shall have the exclusive right to monitor and enforce parking restrictions as to its parking stalls (both the Hotel parking spaces on Level 1 as well as the assigned Kitsap Transit spaces on Level 3) without cost to the City and impose and collect fines for any violations of such parking restrictions. The City, upon the written approval of Kitsap Transit, may enter into a third party subcontract for the management, operation and maintenance of the garage, which approval shall not be unreasonably withheld. The City shall continuously maintain an "on call" elevator service subcontractor and provide the name and telephone number of such subcontractor to Kitsap Transit. In the event of an elevator malfunction, as opposed to general maintenance, Kitsap Transit shall have the right to call the subcontractor directly to make any required repairs. Kitsap Transit shall make reasonable efforts to notify the City of such calls. If Kitsap Transit pays any repair bills, Kitsap Transit shall be entitled to credit for the cost of any such documented repairs b. The City shall be responsible for maintaining books and records for all revenue and expenditures, regarding the Parking Garage. Said records shall be available for review and audit by Kitsap Transit (and its auditors) during all normal business days and working hours (8 a.m. to 5 p.m.). c. The City agrees to continuously maintain and operate the Parking Garage in a first class manner, condition, and state of repair. The City may from, time to time, temporarily close portions of the garage for maintenance and repair purposes, but the City will use all reasonable efforts to conduct routine repairs and maintenance so as to not disrupt the full use of the Parking Garage. In the event of major damage or casualty to the garage which prohibits the use of the parking spaces as provided herein, the City will use all reasonable efforts to promptly repair such damage or casualty and restore the garage improvements to substantially the same condition (including appearance, configuration, layout and structural aspects) as existed immediately prior to such damage or destruction. Page 6 of 15 February 9,2009 13. Revenue, Operating Expenses and Payment. a. Revenue. The City shall be entitled to all revenue from City parking spaces. Kitsap Transit shaH be entitled to aH revenue from Kitsap Transit spaces pursuant to Section 8.a. b. Expenses. i Parking Garage. Kitsap Transit shaH be responsible for 22.7% of total management, operating and maintenance expenses for the Parking Garage as set forth in Section 12. The City shaH be responsible for 77.3 % of the management, operating and maintenance expenses. For the purposes of this subsection, total expenses to be aHocated do not include costs associated with the coHection of public parking revenues. ii. Plaza and Fountains. Plaza and fountain expenses are set forth in Section 3. c. Payment. Payments owed by any party hereto to another shaH be due and payable within 45 days of biHing unless otherwise provided for in this agreement or otherwise agreed to. 14. Changes in the allocation of parking spaces/assessment of expenses. Subject to the limitations of Section 23 below entitled "Amendments", the parties may, at any time and in writing, change the assignment or aHocation of parking spaces and/or the assessment of expenses related to the operation and maintenance of the Parking Garage without recording an amendment to this Agreement. 15. Non-Exclusive Rights. In addition, the rights granted to the Hotel and Restaurant owners hereunder shaH not limit the rights of Hotel and/or Restaurant owner or their tenants, employees, invitees, and agents from parking in the Parking Garage on the same terms and conditions as parking is made available to the public generaHy (including hourly or daily parking) as then managed by the City or its designated operator. 16. Meetings with Operator. The City shaH cause its designated manager of the Parking Garage, if any, to meet with Kitsap Transit, and/or Hotel owner upon reasonable request during normal business hours. 17. Dispute Resolution. a. In General. Excluding uncontested monetary defaults governed by the provisions of Section 17(d), if a dispute otherwise arises between the parties on account of this Agreement, including the performance of any provision of this Agreement or the interpretation thereof, the parties agree to foHow the procedures set forth in this Section 17. It is the goal of the parties to resolve their differences as early in this step process as possible. b. Step One - Informal Discussions. The parties to a dispute shaH designate a Designated Representative. The Designated Representatives shaH meet to see if the matter can be informaHy resolved. This may involve more than one Page 7 of 15 February 9, 2009 meeting. If the matter is amicably resolved at this stage, the affected parties shall sign a Memorandum of Understanding with regards thereto. c. Step Two - BindiOf! Arbitration. In the event the Parties are unable to mutually resolve the dispute through Inforn1al Discussions within a 30-day period, the dispute shall be referred to binding arbitration before one Arbitrator, subject to the following: i. Selection of Arbitrator. If the parties are unable to mutually agree on an acceptable Arbitrator, each Party shall, within seven (7) days of one Party's demand for Arbitration, designate a Selector and the Parties' Selectors shall, in turn, mutually agree on an acceptable Arbitrator. If one Party fails to timely designate a Selector, the Selector designated by the other Party shall have the exclusive right to designate the Arbitrator, including the right of the Selector to name himself/herself as the Arbitrator. If, however, the Parties' designated Selectors are unable to mutually agree on an Arbitrator within seven (7) days of their respective designations, either Party may apply to the Presiding Judge of the Kitsap County Superior Court, who shall have the summary power to appoint an Arbitrator following notice and hearing on the Court's regular civil motion calendar. Costs and fees charged by the Arbitrator shall be borne by the parties in equal shares. H. Powers. The Arbitrator shall have the full power to resolve all disputes and controversies, to accord full relief to the parties and impose all remedies available under Washington law and/or specified in this Agreement, including the right to establish fair market rental rates under Section 8. HI. Venue and Jurisdiction. Venue and jurisdiction for the confirmation of a decision or award of the Arbitrator (or on account of any action otherwise instituted on account of this Agreement) shall lie exclusively in the Kitsap County Superior Court. d. Monetary Defaults. Notwithstanding the preceding subsections, the provisions of this Section 17(d) govern monetary defaults. In the event any party to this Agreement fails to make payments when due hereunder, and such failure continues for a period of thirty (30) days after written notice of such failure from a non-defaulting party, the defaulting party shall be in default hereunder. Upon such default, the non-defaulting party may seek any and all remedies available by law or in equity, including an action for damages to collect any unpaid amounts plus interest thereon, provided if during the 30- day cure period the defaulting party transmits a dispute notice contesting the alleged monetary default, such dispute shall be resolved in accordance with the dispute resolution provisions of subsections 17(a), 17(b), and 17( c). 18. Damage or Destruction of Premises. Unless this Agreement is earlier terminated by written agreement of the parties, the term of this Agreement shall continue until the Premises is voluntarily demolished or is substantially damaged or destroyed under Page 8 of 15 February 9,2009 circumstances in which the then respective owners of the Premises do not commence to repair or rebuild such buildings within two (2) years of such damage or destruction. The two (2) year period referred to above shall be subject to and extended by any period of delay due to Force Majeure. Force Majeure shall mean, strikes, riots, acts of God, delay caused by the failure of a governmental agency to issue a building or occupancy permit despite diligent pursuit thereof, shortages of labor or materials because of priority or similar regulations or order of any governmental or regulatory body, war, governmental laws, regulations or restrictions or any other causes of any kind whatsoever which are beyond the reasonable control of said party; provided, however, lack of funds or inability to obtain financing shall not be an event of Force Majeure. 19. Estoppel Certificate. Either party shall, within fifteen (15) days of a request from the other party, execute, acknowledge and deliver to the requesting party or its designee a written statement confirming the status of matters under this Agreement, including the number of parking stalls then currently designated as provided above, whether all payments are current, whether any party is in default under this Agreement, and such other matters as the requesting party may reasonably request. It is intended that any such statement may be relied upon by lenders providing financing with respect to any of the properties benefited or burdened by this Agreement. 20. Insurance. It is the parties intent to keep the Parking and Plaza space continuously insured throughout the term of their Agreement against claims for personal injury and property damage, through (i) an insurer(s) licensed or approved to do business in Washington State; (ii) participation in a recognized and funded self-insurance program; or (iii) a combination of commercial and self-insurance. a. Property Insurance. Each party shall maintain property insurance for the respective space owned by each party in the Parking Garage.. b. Liability Insurance. Each party shall maintain liability insurance for the respective space utilized by each party pursuant to this agreement. 21. Indemnification. Each party shall defend, indemnify and hold the non-defaulting party or parties, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the defaulting party's acts or omissions in its performance of this Agreement. The provisions of this Section shall survive the expiration or termination of this Agreement. 22. Costs and Attorneys' Fees. In the event it becomes necessary for any party to defend or institute legal proceedings as a result of the failure of either party to comply with the terms, covenants, agreements and/or conditions of this Agreement, it is understood and agreed that the prevailing party in such litigation shall be entitled to be reimbursed for all costs incurred or expended in connection therewith, including, Page 9 of 15 February 9, 2009 but not limited to, reasonable attorney's fees (including paralegals' and consultants' fees and fees for appeals or any bankruptcy proceeding) and court costs. 23. Notices. Any and all notices or other communications required to permitted by this Agreement or by law to be delivered to, served on or given to either party to this Agreement by the other party to this Agreement, shall be in writing and shall be deemed properly delivered, given or served when personally delivered to such party, or in lieu of personal service, when faxed or when mailed by United States mail, express, certified or registered, postage prepaid, or by a nationally recognized overnight delivery service, charges prepaid, addresses as follows: City of Bremerton: City Clerk City of Bremerton 345 6th Street, Suite 600 Bremerton, WA 98337 Kitsap Transit: Dick Hayes Executive Director Kitsap Transit 60 Washington Avenue, Suite 200 Bremerton, W A 98337 Hampton: Hampton Inn & Suites Bremerton c/o Hotel Concepts of Kitsap, LLC 226 Aurora Avenue North Seattle, W A 98109 All notices so faxed shall be deemed delivered upon transmission thereof (so long as the sending fax machine provides written confirmation of receipt) and all notices so mailed shall be deemed received on the date which is 24 hours after delivery to the overnight delivery service by the sender, or if placed in the United States mails, on the date ofthe return receipt or, if delivery of such United States mail is refused, upon such refusal. Either party may change its address for the purpose of this Section by giving ten (10) days advance written notice of such change to the other party or in the manner provided in this Section. 24. Amendment. Excluding modifications made pursuant to the provisions of Section 8, this Agreement may not be otherwise modified, amended or terminated without the prior written approval of the parties hereto. Additionally, the terms of this Agreement providing that there shall be 150 non-dedicated parking spaces associated with the Conference Center shall not be modified or reduced without the approval of the Kitsap County Public Facilities District Board (KCPFD). Copies of any other modifications to this Agreement shall be delivered to the KCPFD within 30 days of Page 10 of15 February 9,2009 any such modification. Minor amendments as well as those amendments identified in Section 14 that are made to this Agreement need not be recorded. 25. Waiver. No waiver or any of the provisions of this Agreement shall be effective unless it is in writing, signed by the party against whom it is asserted and any such written waiver shall only be applicable to the specific instances to which it relates and shall not be deemed to be a continuing or future waiver. 26. Construction. The captions and section headings contained in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Agreement, nor the intent of any provision hereof. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identification of the person or persons may require. "Person" shall mean any individual, firm, association, corporation, Limited Liability Company, trust or any other form of business or legal entity. Whenever the adverbs "herein," "hereunder," "hereto," "hereby," "hereinafter," etc., are used in this Agreement, they shall mean and refer to this Agreement in its entirety and not to any specific section or paragraph hereof. Whenever the word "including" is used in this Agreement, it shall mean "including, but not limited to." 27. Binding Effect. The terms set forth in this Agreement shall be continuing covenants running with the land. Such covenants shall be binding upon, and inure for the benefit of the parties hereto and their respective successors and assigns. 28. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. Venue will be in Kitsap County, Washington. 29. Recording. This Agreement shall be recorded in the real property records of Kitsap County, Washington. 30. Parties Interested Herein. To the extent that this Agreement confers upon or gives or grants to the Kitsap County Public Facilities District, and/or the Hotel Owner any right, remedy or claim under or by reason of this Agreement, the Kitsap County Public Facilities District, and/or the Hotel owner are each explicitly recognized as being a third-party beneficiary hereunder and may enforce any such right, remedy or claim conferred, given or granted hereunder. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon, or give or grant to, any person or entity, other than the City, Kitsap Transit, the Kitsap Public Facilities District, and/or the Hotel owner, any right, remedy or claim under or by reason of this Agreement or any covenant, condition or stipulation hereof. 31. Financing of Construction. The City financed the costs of construction and equipping Level 1 of the Garage with funds derived entirely from sources other than the proceeds of any tax-exempt obligations, and the costs of constructing and Page 11 of 15 February 9, 2009 equipping Level 2 and 3 of the Garage with the proceeds of tax-exempt obligations issued by the City. 32. 2003 Parking Garage Agreement Superseded and Replaced. This agreement supersedes and replaces, in its entirety, the 2003 Parking Garage Agreement executed by the City, Kitsap Transit and Opus Northwest, L.L.c. on August 20, 2003, Kitsap County recording number 200312120194. 33. Triplicate Original. This agreement is executed in triplicate original. IN WITNESS WHEREOF, this Parking Agreement is executed by the parties, intended to be legally bound, as of the date first written above. By: C KITSA~SIT By: (j'~ Dick Hayes, Executive Dir c or HOTEL CONCEPTS OF KITSAP, LLC dba HAMPTON INN & SUITES BREMERTON By: I~~ . \=Q.<~0~{Y'.c-(\ ~C:X \ \ , , \Y\o\\~\ ***Notaries on Next 3 Pages*** Page 12 of 15 February 9, 2009 ST ATE OF WASHINGTON ) ) ss. COUNTY OF ) THIS IS TO CERTIFY that on this~ay of~o..,~~ ,2009, before me, the undersigned, a notary public in and for the state of Washington, duly commissioned and sworn, personally appeared Cary Bozeman, to me known to be the Mayor of the City of Bremerton, a Washington municipal corporation, that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of the City of Bremerton, for the uses and purposes therein mentioned, and on oath stated that said individual was authorized to execute said instrument. WITNESS my hand and official seal hereto affixed thiscl-.S\."'day of~~\f\. , 200\\. (Print tamp name of Notary) NOTARY PUBLIC iR. and, f\>r the State of Washington, residing at ~~~~ My Appointment Expires: CJ~. \~ ~C)\ \ Page 13 of 15 February 9, 2009 ST ATE OF WASHINGTON ) ) ss. COUNTY OF ) I certify that I know or have satisfactory evidence that ~tcntt(~ t{\. ~'{eS is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Executive Director of Kitsap Transit, a municipal corporation to be the free and voluntary act and deed of said municipal corporation, for the uses and purposes mentioned in the instrument. WITNESS my hand and official seal hereto affixed this ~~ay of _~ ,2009. (Sign'!1,ure of~otary) f<;, g, (. q, '"fh ie t\.O,X. - rl W (Print or stamp name of Notary) NOTARY PUBLIC in and for iiltittate _011 Washington, residing at ~a'~ _ _ _ 4.JfI My Appomtment ExpIres: Notary PublIC State of Washington CATHIE KNOX.BROWNING My ~dll"" ExpIfea Au; 5. 2009 Page 14 of 15 February 9,2009 STATE OF WASHINGTON ) ) ss. COUNTY OF ) THIS IS TO CERTIFY that on this~\~day offfio.'\~~ ,2009, before me, the undersigned, a notary public in and for the state of Washington, duly commissioned and sworn, personally appeared ~o,(\.A.Q~()...~<.D.."~\\\ , to me known to be the ~~~,\, of Hotel Con~pts of Kitsap, LLC dba Hampton Inn & Suites Bremerton, a Washmgton LimIted LIabIlIty Company, that executed the wIthm and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that said individual was authorized to execute said instrument. WITNESS my hand and official seal hereto affixed this~\'v--...day of ~o....~ 2009. (Print or mp name of Notary) NOTARY PUBLIC \Q. and for the State of Washington, residing at ~.~...:~...~\:s:::::J My Appointment Expires: aC\- \~- ~<:J\ \ R:\Legal\Legal\Files\Current Active Files\Conference Center\Parking and Plaza Agreement - 2009 Final - clean.doc Page 15 of15 February 9, 2009 Attachment A Leeal Description of the Premises LEGAL DESCRIPTION ORDER NO. 890744-C3 PARCEL I: THAT PORTION OF GOVERNMENT LOT 3, SECTION 13, AND THAT PORTION OF GOVERNMENT LOT 1, SECTION 24 AND TIDELANDS ADJOINING ALL IN TOWNSHIP 24 NORTH, RANGE 1 EAST, W.M., IN KITSAP COUNTY, WASHINGTON, DESCRIDED AS FOLLOWS: COMMENCING AT THE MOST SOUTHERLY CORNER OF LOT 1 IN BLOCK 2 OF TOWN OF BREMERTON, ACCORDING TO PLAT RECORDED IN VOLUME 2 OF PLATS AT PAGE(S) 30, IN KITSAP COUNTY, WASHINGTON; THENCE SOUTH 45020'30" EAST ALONG THE NORTHEASTERLY MARGIN OF FIRST STREET (FRONT STREET) IN SAID PLAT A DISTANCE OF 14.18 FEET TO THE MOST SOUTHERLY CORNER OF AN ALLEY DELINEATED ON BLOCK 2 OF SAID PLAT; THENCE NORTH 35037'10" EAST ON 60.00 FEET ALONG SAID DELINEATED ALLEY TO THE TRUE POINT OF BEGINNING, WHICH IS ALSO CALLED POINT "A" FOR REFERENCE PURPOSES; THENCE SOUTH 45020'30" EAST PARALLEL TO THE NORTHEASTERLY MARGIN OF FIRST STREET (FRONT STREET) TO AN INTERSECTION WITH THE INNER HARBOR LINE DELINEATED ON 1958 SUPPLEMENTAL MAP OF BREMERTON TIDELANDS, ON FILE IN THE OFFICE OF THE COMMISSIONER OF PUBLIC LANDS, OL YMPIA, WASHINGTON; THENCE NORTHWESTERLY ALONG SAID INNER HARBOR LINE TO THE SOUTHWESTERLY MARGIN OF SECOND STREET AS DELINEATED ON SAID SUPPLEMENTAL MAP. THENCE NORTHWESTERLY ALONG SAID MARGIN TO A POINT ON THE MOST EASTERLY CORNER OF THE ALLEY DELINEATED ON BLOCK 2 IN PLAT OF TOWN OF BREMERTON; THENCE SOUTH 35037'10" WEST ALONG SAID ALLEY 247.21 FEET TO THE TRUE POINT OF BEGINNING; EXCEPT THAT PORTION DESCRIDED AS FOLLOWS: COMMENCING AT POINT "A" HERETOFORE DESCRIDED; THENCE SOUTH 45020'30" EAST PARALLEL TO THE NORTHEASTERLY MARGIN OF FIRST STREET 34.02 FEET TO THE TRUE POINT OF BEGINNING OF THIS EXCEPTION; THENCE NORTH 45029'10" EAST 14.17 FEET; THENCE NORTH 35036'30" EAST 5.90 FEET TO THE SOUTHWEST CORNER OF AN EXISTING BRICK BUILDING; Attachment A (continued) THENCE SOUTH 45020'30" EAST ALONG THE SOUTHEASTERLY WALL THEREOF 129 FEET; THENCE SOUTH 41053'20" WEST 20 FEET, MORE OR LESS, TO THE SOUTHWEST BOUNDARY OF THE MAIN TRACT HERETOFORE DESCRIBED; THENCE NORTH 45020'30" WEST 129.41 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING. PARCEL II: COMMENCING AT A POINT ON THE NORTHEASTERLY LINE OF FRONT STREET, ALSO KNOWN AS FIRST STREET, BREMERTON, WASHINGTON, WHICH IS SOUTH 45020'30" EAST A DISTANCE OF 14.18 FEET FROM THE SOUTHEAST CORNER OF LOT 1 IN BLOCK 2 OF ORIGINAL PLAT OF THE TOWN OF BREMERTON, ACCORDING TO PLAT RECORDED IN VOLUME 2 OF PLATS AT PAGE(S) 30, IN KITSAP COUNTY, WASHINGTON; THENCE NORTH 35037'10" EAST FOR A DISTANCE OF 60 FEET; THENCE SOUTH 45020'30" EAST FOR A DISTANCE OF 163.43 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 45020"30" EAST 45 FEET; THENCE SOUTH 41053'20" WEST 59.39 FEET, MORE OR LESS, TO THE NORTHEASTERLY LINE OF SAID FRONT STREET (FIRST STREET); THENCE NORTHWESTERLY ALONG THE NORTHEASTERLY LINE OF FRONT STREET (FIRST STREET) 45 FEET; THENCE NORTH 41053'20" EAST 59.39 FEET, MORE OR LESS, TO THE ADJOINING OR ABUTTING THEREON, WHICH UPON VACATION, ATTACHED TO SAID PREMISES BY OPERATION OF LAW. PARCEL III: THAT PORTION OF GOVERNMENT LOT 1, SECTION 24, TOWNSHIP 24 NORTH, RANGE 1 EAST, W.M., AND THE TIDELANDS ADJOINING, IN KITSAP COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST SOUTHERLY CORNER OF LOT 1 IN BLOCK 2 OF TOWN OF BREMERTON, ACCORDING TO THE PLAT RECORDED IN VOLUME 2 OF PLATS AT PAGE(S) 30, IN KITSAP COUNTY, WASHINGTON; THENCE SOUTH 45020'30" EAST ALONG THE NORTHEASTERLY LINE OF FIRST STREET (FRONT STREET) 14.18 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 35037'10" EAST 60 FEET; THENCE SOUTH 45020'30" EAST 34.02 FEET; Attachment A (continued) THENCE SOUTHWESTERLY TO A POINT ON THE NORTHEASTERLY LINE OF FIRST STREET WHICH IS SOUTH 45020'30" EAST 23.69 FEET FROM THE TRUE POINT OF BEGINNING; THENCE NORTH 45020'30" WEST 23.69 FEET TO THE TRUE POINT OF BEGINNING; TOGETHER WITH THAT PORTION OF VACATED FRONT (FIRST) STREET ADJOINING OR ABUTTING THEREON, WHICH UPON VACATION, A TT ACHED TO SAID PREMISES BY OPERATION OF LAW. PARCEL IV: LOTS 8 AND 9 IN BLOCK 2 OF TOWN OF BREMERTON, ACCORDING TO PLAT RECORDED IN VOLUME 2 OF PLATS AT PAGE(S) 30, IN KITSAP COUNTY, WASHINGTON; TOGETHER WITH THAT PORTION OF VACATED ALLEY ADJOINING OR ABUTTING THEREON, WHICH UPON VACATION, ATTACHED TO SAID PREMISES BY OPERATION OF LAW. Attachment A (continued) LEGAL DESCRIPTION ORDER NO. 890745-C3 PARCEL A: LOTS 1 AND 2 IN BLOCK 2 OF TOWN OF BREMERTON, ACCORDING TO PLAT RECORDED IN VOLUME 2 OF PLATS AT P AGE(S) 30, IN KITSAP COUNTY, WASHINGTON; TOGETHER WITH THAT PORTION OF VACATED ALLEY ADJOINING OR ABUTTING ON THE EAST LYING BETWEEN THE PROJECTIONS EASTERLY OF THE NORTH AND SOUTH LINES OF SAID LOTS, WHICH UPON VACATION, ATTACHED TO SAID PREMISES BY OPERATION OF LAW: ALSO TOGETHER WITH THOSE PORTIONS OF VACATED FRONT (FIRST) STREET AND WASHINGTON AVENUE ADJOINING OR ABUTTING THEREON, WHICH UPON VACATION, ATTACHED TO SAID PREMISES BY OPERATION OF LAW. PARCEL B: LOT 3 IN BLOCK 2 OF TOWN OF BREMERTON, ACCORDING TO PLAT RECORDED IN VOLUME 2 OF PLATS AT PAGE(S) 30, IN KIT SAP COUNTY, WASHINGTON; TOGETHER WITH THAT PORTION OF VACATED ALLEY ADJOINING OR ABUTTING ON THE EAT LYING BETWEEN THE PROJECTION OF THE NORTHERLY AND SOUTHERLY LINES OF SAID LOT 3, WHICH UPON VACATION, ATTACHED TO SAID PREMISES BY OPERATION OF LAW, PURSUANT TO KITSAP COUNTY SUPERIOR COURT CAUSE NO. 66664. PARCEL C: LOTS 4, 5, 6 AND 7 IN BLOCK 2 OF TOWN OF BREMERTON, ACCORDING TO PLAT RECORDED IN VOLUME 2 OF PLATS AT PAGE(S) 30, IN KITSAP COUNTY, WASHINGTON; TOGETHER WITH THAT PORTION OF VACATED ALLEY ADJOINING OR ABUTTING ON THE EAST LYING BETWEEN THE SOUTHERLY LINE OF LOT 4 AND THE NORTHERLY LINE OF LOT 7 PROJECTED EAST, WHICH UPON VACATION, ATTACHED TO SAID PREMISES BY OPERATION OF LAW. Attachment A (continued) PARCEL D: THE SOUTHEASTERLY 30 FEET OF THE FOLLOWING DESCRIBED PROPERTY: THAT PORTION OF GOVERNMENT LOT 1, SECTION 34, TOWNSHIP24 NORTH, RANGE 1 EAST, W.M., IN KITSAP COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE NORTHEASTERLY LINE ON FRONT (NOW FIRST) STREET, BREMERTON, WASHINGTON, 14 FEET SOUTHEASTERLY FROM THE SOUTHEAST CORNER OF LOT 1 IN BLOCK 2 OF TOWN OF BREMERTON, ACCORDING TO PLAT RECORDED IN VOLUME 2 OF PLATS AT PAGE(S) 30, IN KITSAP COUNTY, WASHINGTON; THENCE NORTHEASTERLY PARALLEL WITH THE SOUTHEASTERLY LINE OF SAID BLOCK 2 A DISTANCE OF 60 FEET; THENCE SOUTHEASTERLY PARALLEL WITH THE NORTHEASTERLY LINE OF FRONT STREET 234 FEET, MORE OR LESS, TO INNER HARBOR LINE; THENCE SOUTHWESTERLY PARALLEL WITH THE SOUTHEASTERLY LINE OF SAID BLOCK 2 A DISTANCE OF 60 FEET, MORE OR LESS, TO THE NORTHEASTERLY LINE OF FRONT STREET; THENCE ALONG SAID LINE NORTHWESTERLY TO THE PLACE OF BEGINNING; TOGETHER WITH THAT PORTION OF VACATED FRONT (FIRST) STREET ADJOINING OR ABUTTING THEREON, WHICH UPON VACATION, ATTACHED TO SAID PREMISES BY OPERATION OF LAW; EXCEPT FROM ALL OF THE ABOVE PORTION THEREOF L YING EASTERLY OF THE INNER HARBOR LINE. PARCEL E: THAT PORTION OF THE GOVERNMENT LOT 1, SECTION 24, TOWNSHIP 24 NORTH, RANGE 1 EAST, W.M., IN KITSAP COUNTY, WASHINGTON AND THE TIDELANDS ADJOINING, DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST SOUTHERLY CORNER OF BLOCK 2 OF TOWN OF BREMERTON, ACCORDING TO PLAT RECORDED IN VOLUME 2 OF PLATS AT P AGE(S) 30; THENCE SOUTH 45020'30" EAST ALONG THE NORTHEAST LINE OF FIRST STREET 14.18 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 35037'10" EAST 60 FEET; THENCE SOUTH 45020'30" EAST 34.02 FEET; THENCE NORTH 45029' 10" EAST 14.17 FEET; THENCE NORTH 35036'30" EAST 5.90 FEET TO THE SOUTHWESTERLY CORNER OF EXISTING BRICK BUILDING; Attachment A (continued) THENCE ALONG THE SOUTHEASTERLY WALL OF SAID BUILDING AND THE LINE OF SAID WALL PRODUCED, SOUTH 45020'30" EAST 129.00 FEET; THENCE SOUTH 41053'20" 79.39 FEET, MORE OR LESS, TO A POINT ON THE NORTHEASTERLY LINE OF FIRST STREET; THENCE NORTH 45020'30" WEST ALONG SAID LINE TO THE TRUE POINT OF BEGINNING; TOGETHER WITH THAT PORTION OF VACATED FRONT (FIRST) STREET ADJOINING OR ABUTTING ON THE SOUTH, WHICH UPON VACATION, ATTACHED TO SAID PREMISES BY OPERATION OF LAW, EXCEPT THE FOLLOWING DESCRIBED TRACT: COMMENCING AT THE MOST SOUTHERLY CORNER OF SAID BLOCK 2' THENCE SOUTH 45020'30" EAST ALONG THE NORTHEASTERLY LINE OF FIRST STREET 14.18 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 35037'10" EAST 60 FEET; THENCE SOUTH 45020'30" EAST 34.02 FEET; THENCE SOUTHWESTERLY TO A POINT ON THE NORTHEASTERLY LINE OF FIRST STREET WHICH IS SOUTH 45020'30" EAST 23.69 FEET FROM THE TRUE POINT OF BEGINNING; THENCE NORTH 45020'30" WEST 23.69 FEET TO THE TRUE POINT OF BEGINNING; INCLUDING WITH SAID EXCEPTED TRACT, THAT PORTION OF VACATED FRONT (FIRST) STREET ADJOINING OR ABUTTING SAID EXCEPTED TRACT ON THE SOUTH, WHICH UPON VACATION, ATTACHED TO SAID PREMISES BY OPERATION OF LA W.