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5293
KITSAP TR.ANSIT
Bremerton Harborside Transit Building Lease Agreement
Finance
LEG 12-1
10/23/2013
3/1/2024
8/1/2023
Comments:
�
BREIVIERTON HARBORSIDE
TRANSIT BiJII.DING LEASE AG1tEEMENT BETWEEN
KITSAP TRANSIT
AND
TI�IE CITY OF BR]EMERTON
Landlord: Kitsap Transit
Tenant: The City of Bremerton
Date• �
Thrs Lease was prepared by
Ronald C Templeton
3212 NW Byron Street #104
Srlverdule, WA 98383
360-692-6415
10-16 13P M CI7Y OF BREMERTON, HARBORSIDE -I-
TAB�..,E OF CONTENTS
ARTICLE 1 PREMISES
Section 1.1 Premises Defined ..............
1 1 Premises Defined
1 2 Common Areas
1 3 Landlord's Reserved Rights
1 4 Area D�mensions
ARTICLE 2 BUSINESS PURPOSE AND USE
Sect�on 2.1 Permitted Uses
Section 2 2 Prohibited Uses
Section 2.3 Compliance W�th Laws
ARTICLE 3 TERM
Section 3.1 Term
Section 3.2 Lease Year
Section 3.3 Extens�ons
Section 3.3.1 Extens�on Opt�on
Sect�on 3.3.2 Acknowledgment
Section 3.3.3 Restr�ct�ons
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5
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6
6
6
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ARTIC]LE 4 CONDITION OF THE PREMISES, POSSESSION AND
TEIVANT I1VV�PROVEMENTS 7
Section 4.1 Condition Of The Premises '7
Section 4.2 Tenant's Work �
Sect�on 4.2.1 Submission of Plans and Specifications 7
4.2.1.1 �
4.2.1.2 �
Section 4.2.2 Construction Of Tenant's Work 8
Section 4.3 Tenant ]mprovement Allowance 8
Section 4.4 I.andlord's Improvement Expend�tures And Contributions 8
ARTICLE 5 RENT
Section 5.1 Minimum Rent
Section 5.2 Rent
Sect�on 5.3 Operating Costs as Additional Rent
8
8
9
9
0
Section 5.4 Operat�ng Cost Extension Term Ad�ustments
Section 5.5 Records
Section 5.6 Refuse Collect�on
Section 5.7 Place Of Payment
ARTICLE 6
Section 6.1
6.1.1
6.1.2
6.1.3
Sect�on 6.2
Section 6.3
Section 6.4
ARTICLE 7
Section 7.1
Section 7.2
Sect�on 7.3
Section 7.4
Section 7.5
Section 7.6
Section 7.7
7.7.1
7.7.2
7 7.3
7.7.3
7.7.4
7.7.5
7.7.6
Section 7.8
Section 7.9
ARTICLE 8
Section 8.1
8.1.1
8.1.2
MAINTENANCE, REPAIRS AND ALTERATIONS
Services to be Furnished by Landlord
'�'enant's Maintenance And Repairs .......................... .............
"g"enant's Alterations
Liens
INSURANCE AND INDEMNIk'ICATION
Use Rate
Liability Insurance
Worker's Compensation Insurance
Casualty Insurance
Compliance With Regulations
Waiver of Subrogation
General Requireanents
Self lnsurance And �lanket Insurance
IndemniCcation .............
DESTRUCTION AND CONDEMNATION
Total Or Partial Destruct�on
�.1.1.1 .
8.1.1.2
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14
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15
m
8.1.3
8.1.4
8 1.5
8.1.6
8.1.7
Section 8.2
Sect�on 8.3
Condemnation
Sale Under Threat of Condemnation
ARTICLE 9 TENANT'S OPERATIONS
Section 9.1 General
Section 9.2 Restrict�ons
ARTICLE 10 ASSIGNMENT AND SiJCCESSION
Sect�on 10.1 Consent Required
Sect�on 10.2 General Conditions
Section 1.0.3 Succession
Section 10.4 Right Of Recapture
ARTICLE 11 SURRENDER OF POSSESSION
Section 11.1 Surrender
Section 11.2 Condition At Time Of Surrender
Section 11.3 F'ailure To Surrender
ARTICLE 12 HOLDING OVER
Section 12.1 T�olding Over
ARTICLE 13 ENTRY BY LANDLORD
Section 13.1 Entry by Landlord
ARTICLE 14 DEFAULT AND REMEDIES
Section 14.1 Events Of Tenant's Default
14 1 1
1412
14 1 3
Section 14.2 Remedies
Section 14.3 Re-letting
Section 14.4 Default Of i.andlord
Section 14.5 Notice Of Default
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Section 14.6 Non-Waiver
ARTICLE 15 LIMITATION OF LIABIL�TY
Section 15.1 Limitation of Landlord's L�ability
ARTICLE 16 NOTICES
Section 16.1 Notices
ARTICLE 17 HAZARDOUS SUBSTANCES
Section 17.1 Presence And Use Of Hazardous Substances
Section 17 2 Cleanup Costs, Default And Iodemnification
ARTICLE 18 SIGNAGE
Section 18.1 S�gnage
ARTICLE 19 MISCELLANEOUS
Sect�on 19.1 Head�ngs
Sect�on 19.2 Amendments
Section 19.3 Time Of The Essence
Section 19.4 No Recording
Section 19.5 Entire Agreement
Section 19.6 Language
Section 19.7 Invalidity
Section 19.8 Late Cbarges
Section 19.9 Computat�on Of T�me
Section 19.10 Applicable Law
Section 19.11 Attorneys' Fees
Section 19.12 Termination
Section 19.13 Name Of Bu�lding
Section 19.14 Rules And Regulations
Sect�oo 19.15 Survival
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TRANSIT HAR.BORSIDE BUILDING
LEASE AGREEMENT
n d
THIS LEASE �s made as of this l,�� day of OP �� , 2013, by and between
KITSAP TRANSIT, a Washington Municipal Corporation (hereinafter referred to as
"Landlord"), and the CITY OF BREMERTON, a Washington Municipal Corporation
(hereinafter referred to as "Tenant")
LEASE SUMMARY
Sect�on 1.1 Prem�ses Defined
The Buildin�
(a) Name
(b) Address
(c) Total Rentable Area of Build�ng
The Premises
(a) Total Rentable Area of Tenant's
Space
(b) Floor Location
Section 2.1 Use of Premises
(a) Perm�tted uses
Section 3.1 and 3.3 Lease Term
�
Transit Build�ng at Bremerton Ha.rbors�de
100 Washington Avenue
Bremerton, Washington
37,625 square feet
Approx 6,750 sq ft �
Th�rd floor, dep�cted on Exhibit B
Conference Center Related Uses
(a) Commencement Date F�rst day of first calendar month after 120 days has
elapsed from the date of the issuance of Tenant's
Build�ng Permrt
(b) Term Up to 20 years
Sub�ect to potential ad�ustment See Section 14
10-16-13P M CITY OF BREMERTON, HARBORSIDE -1-
. ,
Section 4.3
Months
Section 5.1
Year
Tenant Xmprovement Allowance $405,000 00 by way of Rent Credit for 48
Min�mum Rent
Years 1-4
Years 5
Years 6-10
Years 11-15
Years 16-20
Monthl.�Rent
rent credit $8,437 50
$8,437 50
$8,859 38
$9,302 34
$9,767 46
Annual Rent Per
Rentable Sq Ft (RSF)
$15 00
$15 00
$15 75
$16 54
$17 36
Section 5.3 Tenant's Estimated Share of Oaeratina Costs
Operatin� Costs - Addrtwnal Rent
Monthlv
Years 1-5 $1,546 88
Years 6-10 $1,687 50
Years I 1- I S TBD
Years 16-20 TBD
Ar►nual/RSF
$2 75
$3 00
TBD
TBD
During the Irutial Term, Tenant's estinnated share of the Operating Costs will be adJusted for
actual shared costs at the end of each calendar year in accordance wlth Section 5 3
Section 16.1 Addresses for Notices
(a) Landlord
K�tsap Transtt
Attn Executive Director
60 Washington Avenue #200
Bremerton, WA 98337
(b) Tenant
Crty of Bremerton
Attn Crty Clerk
345 Sixth Street #600
Bremerton, WA 98337
� Sub�ect to potential ad�ustment See Section 14
3 Sub�ect to potential ad�ustment See Section 14
° SubJect to separately metered ut�l�ties Parking and leasehold excise tax are excluded See Exhibit D
10 16-13P M CITY OF BREMERTON, HARBORSIDE -2
Copy to
Ronald C Templeton
General Counsel
3212 N W Byron Street, Suite 104
Silverdale, WA 98383
Fax (360) 692-1257
Email rctemplcton;uytel�bvl� c��i7�
Copy to
Roger Lubovich
Bremerton C�ty Attomey
345 Sixth Street, Suite 600
Bremerton, WA 98337
10-16-13P M CITY OF BREMERTON, HARBORSIDE -3-
BREMERTON HARBORSIDE
TRANSIT OFFICE BUILDING LEASE AGREEMENT
ARTICLE 1
PREMISES
Section 1.1 Premises Detined. Landlord is the owner of a building known as the
Transit Building or Bremerton Harborside Building, located at 100 Waskungton Avenue,
Bremerton, Washington in a complex which includes the Bremerton Harborside Conference
Center (the "Conference Center")
Landlord hereby leases to Tenant and Tenant hereby leases from Landlord those certa�n
prem�ses in the Bu�lding located on the th�rd floor S�te Plan attached as Exhibit B(here�nafter
referred to as the "Prem�ses") Those portions of the Prem.�ses for Tenant's exclus�ve use �s
somet�mes referred to as "Tenants Space" or the "Inter�or of the Prem�ses"
Section 1.2 Common Areas. So long as Tenant occup�es the Prem�ses under the
terms of this Lease, Tenant, its l�censees, inv�tees, customers and employees shall have the non-
exclus�ve r�ght to use all common entrances to the Bu�ld�ng, the first floor lobby, the elevators
and sta�rways, the tlurd floor hallways and restrooms, and the publ�c areas wh�ch abut the
Building (the "Common Areas") in common wlth Landlord, other building tenants, and their
respective licensees, invitees, customers and employees The use of the Common Axeas shall be
sub�ect to the terms and conditions of this Lease and any reasonable rules and regulations
promulgated by Landlord regulating the use of such Common Areas The Common Axeas shall
at all times remain under the sole control and adm�rustration of Landlord Tenant shall not place
any ob�ect or barrier with�n the Common Areas, or otherwtse obstruct the use of the Common
Area
Section 1.3 Landlord's Reserved R.ights. Landlord reserves the right from time to
time (a) to install, use, maintain, repair, relocate and replace pipes, ducts, conduits, wires, and
appurtenant meters and equipment for service to the Premises or to other parts of the Building
which are above the ceiling surfaces, below the floor surfaces, within the walls and in the central
core areas of the Building which are located w�thin the Premises or located elsewhere in the
Building, (b) to alter or expand the Build�ng, and (c) to alter, relocate or substitute any of the
Common Areas, provided, that such alteration, relocation or substitution of the Common Areas
does not materially diminish access or visibilrty to the Premises
Section 1.4 Area Dimens�ons. The usable Floor Area of the Tenant's Space and
Rentable Square Feet of the Tenant's Space and Building are based on the Building Arclutectural
Plans provided Landlord during or following the completion of the construction of the Building
10-16 13P M CITY OF BREMERTON, HARBORSIDE 4-
The calculations shall exclude the third floor "dead space" ad�acent to the elevators of
approx�mately 90 square feet and the first floor Elevator Lobby using the "BOMA Standard"
Unless on or before the Commencement Date, Tenant provides a Certification (as defined below)
that the Total Rentable Areas of the Building and of Tenant's Space is other than the figures set
forth in the Lease Summary, the figures �n the Lease Summary shall be conclusive and b�nding
on Landlord, Tenant and their respective successors If, however, Tenant delivers a wntten
certification from its Architect setting forth alternative figures (based on BOMA standards),
includ�ng a statement that the Architect personally conducted or oversaw all area measurements
and calculations, then the Architect's alternat�ve figures shall be conclusive and bind�ng on the
Parties, but only �f Tenant executed and del�vers to Landlord, w�thin fifteen (15) days of the
Commencement Date, a duplicate ong�nal Acceptance Acknowledgment �n the fozm attached as
Exh�bit C, in which case, the Min�mum Rent and Additional Rent shall be ad�usted accordingly
ARTXCLE 2
BUSINESS PURPOSE AND IJSE
Section 2.1 Permitted Uses Tenant owns, and through a management contract with
its subcontractor, operates the Conference Center The purpose of this Lease ►s to enable Tenant
to expand the capacity and capab�lity of the exist�ng Conference Center by leasing additional
space Accordingly, Tenant shall use the Premises for Conference Center uses �ncluding office
space, break out space, food serv�ce and related uses Tenant shall not use the Premises for any
other purposes without the pnor written consent of Landlord, whtch consent shall not be
unreasonably wrthheld
Section 2.2 Prohibited Uses. Tenant shall not do or permit anytivng to be done in or
about the Premises nor bring or keep anything there�n which will (a) �n any way increase the
existing rate of or affect any policy of fire or other insurance upon the Bu�lding or any of its
contents or cause a cancellation of any �nsurance policy covering any part thereof or any of its
contents, (b) obstruct or interfere in any way with the nghts of other tenants or occupants of the
Building, including their nghts of quiet en�oyment, or (c) cause, maintain or pernvt any nuisance
in, on or about the Premises Tenant shall not place upon or install in w�ndows or other operungs
any signs, symbols, drapes or other material wlthout written approval of Landlord Landlord may
adopt from time to t�me rules and regulations which Tenant shall observe with respect to the use
of the Premises so long as they are not �n conflict with the permitted use of the Premises as set
forth in the Lease Summary
Section 2.3 Compliance With Laws. Tenant shall at all times comply w�th all laws,
ordinances and any regulation promulgated by any governmental authority having�ur�sdict�on
over the Bu�lding and/or the Premises
10-16-13P M CITY OF BREMERTON, HARBORSIOE -S-
AItT�C�.E 3
TERM
Section 3.1 Term. The term of this Lease shall be up to twenty years consist�ng of an
initial term of ten (10) years (the "Initial Term") and two extension options as provided in
Section 3 3 below, if exercised, commencing on the Commencement Date, and ending on the last
day of the month in w}uch the 10`" aruvversary of the Commencement Date occurs (the
"Expiration Date"), unless sooner terminated or extended as provided herein For purposes of
this Lease, the word "Term" shall mean the Initial Term and any Extension Term (as defined in
Section 3 3 below)
Sect�on 3.2 Lease Year. For the purpose of this Lease, the term "Lease Year" shall
mean and refer to that period of twelve (12) full consecutive calendar months beginrung with the
first full calendar month of the Term and each subsequent per�od of twelve (12) consecutive
calendar months during the Term, provided that if the Term commences on other than the first
day of a calendar month, then the �nitial fractional month of the Term plus the next succeeding
twelve (12) full calendar months shall constitute the first Lease Year of the Term
Section 3.3 �xtens�ons.
Sect�on 3.3.1 Extens�on Opt�on. Provided Tenant is not then in default under
ttus Lease beyond the applicable cure period, Tenant shall have the option to extend the
term of this Lease for two (2) consecutive five (5) year period(s) (each an "Extension
Term"), upon the same terms and conditions as contained in this Lease, except the
Minimum Rent for each Extension Term shall be established in accordance with the
provisions set forth in Section 5 1 below To exercise an extenszon option, Tenant shall
give Landlord written not�ce at least one hundred and twenty (120) days prior to the then
cunent Expiration Date ("Tenant's Extens�on Notice") Tenant's Extension Notice shal!
be effective to extend the Term of the �,ease w�thout further documentatxon except as
expressly provlded in Sect�on 3 3 2 below
Section 3.3.2 Acknowledgment. At any time after Tenant has exercised its
option to extend th►s Lease, Landlord and Tenant, upon request of either, will sign and
acknowledge a written memorandum evzdencang Tenant's exerc�se of the option and
stating the date to which such extension Term w�ll extend and the rental rates that will be
applicable dur�ng such Extens�on Term
Sect�on 3.3.3 Restrictions. The Option to Extend is granted for Tenant's
personal benefit and may not be ass�gned or transferred by Tenant, exther voluntar�ly or
by operation of law, in any manner whatsoever, without the express written consent of
T�andlord In the event that Landlord consents to an assignment of this Lease, the Option
to Renew and Renewal Terms granted hereunder shall be vo�d and of no further force and
10-16-13P M CITY OF BREMERTON, HARBORSIDE -6
effect, whether or not Tenant shall have purported to exercise the Option to Renew prior
to such assignment, unless Landlord has expressly consented thereto
ARTICLE 4
CONDITION OF THE PREMYSES, POSSESSION
AND TENANT IMPROVEMENTS
Section 4.l Condition Of The Prem�ses. Tenant's Space has not been finished and
all the improvements necessary or des�rable for Tenant's occupancy and use are the respons�b�lity
of Tenant, subJect to the prov�s�ons of the Section 4 2 and 4 3 below Landlord represents that to
the best of its informat�on, knowledge and bel�ef, all structural elements of the Building
�ncluding the foundation, roof, roof inembrane and roof system, exterior walls, plumbing,
electrical and other mechanical systems (a) meet and comply with all federal, state and local
laws, ord�nances and regulations and all handicapped access�bility standards for the disabled,
�nclud�ng, w�thout limitation, those promulgated under the Americans With Disab�lrties Act
("ADA"), and (b) are seism�cally and otherwise sound and in good, workable and sanitary order,
condition and repair as of the execution of this Agreement
Tenant represents that pnor to executing th�s Lease, Tenant conducted a thorough
�nvestigation of the Prem�ses Sub�ect only to the Landlord's maintenance responsibilit�es as set
forth �n Article 6, Tenant accepts the Premises �n their current "as is" condition Landlord has no
responsibility to make any �mprovements to the Premises or any of the Common Areas
Section 4.2 Tenant's Work
Section 4.2.1 Submission of Plans and Specificat�ons.
4 2 1 1 W�thin tlurty (30) days, or other mutually agreed upon time period,
following execution of this Lease, Tenant shall furnish to Landlord and
Landlord's reviewing arch�tect for review and approval, a total of three (3) sets of
architectural prints ("TI Plan") piepared by a licensed architect and/or architects
which detail Tenant's planned construction of the Tenant Tmprovements for the
Tenant's Space ("Tenant's Work") Once approved by Landlord, no matenal
changes shall be made in Tenant's TI Plans except with the written consent of
Landlord, which consent shall not be unreasonably witttheld
4 2 1 2 Landlord will review plans and spec�fications submitted by Tenant
in a timely manner, which approval shall not be unreasonably withheld or
delayed, but Landlord shall not be liable for delays �n Tenant's construction, or
costs incurred by Tenant as a result of such delays, related to the rev�ew process
Landlord shall be deemed to have approved Tenant's TI Plans, unless within 14
calendar days of Landlord's receipt of such plans, Landlord transm�ts its written
10 16-13P M CI7Y OF BREMERTON, HARBORSIDE 7-
and specific ob�ections to Tenant In the event Landlord transmits its wntten
ob�ections, Tenant agrees to make reasonable rev►s�ons or modifications in plans
and spec�fications that may be reasonably requested by Landlord as a result of the
review process
Section 4.2.2 Construction Of Tenant's Work. After Landlord's wr�tten
approval of Tenant's TI Plans, Tenant's Work shall be done at Tenant's sole cost and
expense by a licensed and bonded general contractor
Before commencing the construction of Tenant's Work, Tenant shall procure, at
Tenant's sole cost and expense all necessary building permits All of Tenant's Work
shall be undertaken and completed �n a timely manner, and in conformance w�th the
approved plans, all applicable bu�ld�ng, health and safety codes and applicable �ndustry
standards for good workmansh�p for first class office or conference space
Tenant shall pay £or all of Tenant's work in the ordinary couxse, not perm�t or
suffer any liens to be filed against the Prem�ses, �mprovements or Tenant's interest in the
Lease, and save, �ndemn�fy and hold Landlord harmless from (i) all costs, expenses and
liabilit�es arising therefrom and (�i) in�ury to person, or damage to the property, the
Common Areas or Building arising out of the performance of Tenant's Work not due to
the negligence or action or failure to act of the Landlord
Tenant shall, prior to phys�cally occupying the Premises, procure a Certificate of
Occupancy from the Tenant's Planning Department
Sect�on 4.3 Tenant Improvement Allowance. Landlord shall provide Tenant with a
Tenant improvement allowance in the amount of Four Hundred Five Thousand Dollars
($405,000 00) by means of a credit (the "Rent Cred�t") against the Minimum Rent to become due
under the Lease
Sect�on 4.4 Landlord's Improvement Expend�tures And Contrabutions. Landlord
agrees to expend up to $200,000 00 in Building Improvements as provided in Extubit F attached
hereto
ARTICLE 5
RENT
Sect�on 5.1 Min�mum Rent. During the 1nzt�al Term of the Lease, Tenant shall pay to
Landlord as minimum rental for the use and occupancy of the Premises the min�mum rent as
specified in the Lease Summary (as may be ad�usted in accordance with the provisions of
Section 1 4) This sum shall be referred to herein as the "M�nimum Rent " The Minimum Rent
shall be paid in advance on the �rst day of each month during the Term of this Lease Sub�ect to
10-16 13P M CITY OF BREMERTON, HARBORSIOE -8-
the Rent Cred�t set forth in Sect�on 4 3 above to wh�ch Tenant is entitled, the first �nstallment of
M�nimum Rent shall be due on the Commencement Date specified in the Lease Summary
Section 5.2 Rent The term "Rent" as used in th�s Lease shall mean all amounts to be
pa�d hereunder by Tenant whether these sums are des�gnated as M�n�mum Rent, Add�tional Rent
or otherwise as defined �n tivs Lease Rent for any partial year shall be prorated based upon the
actual number of months left in such part�al year
Section 5.3 Operating Costs as Additional Rent. Commencing on the
Commencement Date and cont�nuing throughout the Term, Tenant shall pay to Landlord as
"Add�t�onal Rent" the Operating Costs as specified in the Lease Summary (as may be ad�usted in
accordance with the provis�ons of Sect�on 1 4) The term "Operating Costs" represents Tenant's
share of all costs, expenses and other charges incuned by Landlord in connection w�th the
operation and ma�ntenance of the Building as a first class, mixed use retail/office building
complex Operat�ng Costs include the costs set forth in Exhibit YD, excluding the "Exclusions"
set forth theretn, and excluding the cost of refuse collection which �s governed by Section 5 6
below
During the Irutial Term, Tenant's estimated share of the Operating Costs shall be paid at
the amounts set forth in the Lease Summary At the end of each calendar year, Landlord shall
deliver to Tenant a written statement setting forth the Actual Operating Costs Allocated to the
Premises for the preced�ng Lease Year 1f these costs exceed the Tenants estimated share of
Operat�ng Costs paid, Tenant shall pay the excess to Landlord as Add�t�onal Rent Tf the
statement shows the Actual Operating Costs Allocated to the Premises to be less than the
Tenants estimated share of Operating Costs pa�d, then Landlord shall pay the difference to
Tenant If Tenant occupies space for less than calendar year, any partial year shall be prorated
based upon the actual number of months space was occupied by Tenant
Section 5.4 Operating Cost Extension Term Adjustmeats. During each Extension
Term, Tenant's allocated share of the est�mated Operat�ng Costs shall be ad�usted after
determining the actual Operating Costs for the Build�ng based on the average costs for the
preced�ng 24 month penod prior to the commencement of each option period, coupled with any
known anticipated increased expenditures for the term of each such Extension Term
Section 5.5 Records. Landlord shall keep accurate records show�ng in detail all
expenses incurred for Operating Costs These records shall, upon reasonable request, be made
ava�lable during business hours at the offices of Landlord for inspection and/or audit by Tenant
or Tenant's designated agent
Section 5.6 Refuse Coltection. Refuse containers are located beneath the Conference
Center and are shared by the Conference Center, the Build�ng Tenants, Anthony's Restaurant and
the Hampton Inn in the following shares (the "Refuse Shares")
10-16 13P M CITY OF BREMERTON, HARBORSIDE -9-
Anthony's 39%
Conference Center 14%
Hotei 8%
Landlord (for currently occupied
Portions of Transit Bu�lding 39%
Tenant agrees that if there is a mater2al increase in the refuse generated from the Premises
and the Conference Center, there shall be an equitable upward ad�ustment of Tenant's allocated
share and Tenant and Landlord w�ll use their best efforts to induce the above Parties to ad�ust the
allocated Refuse Shares and memo�ialize the shared use of the Refuse facilities by the above
parties
Section 5.7 Place Of Payment. Ali Rent shall be paid to the Landlord on the first day
of each month at the address specified in the Lease Summary All payments of Rent to be made
hereunder are to be made without deduction, setoff, or pnor notice or demand by Landlord
ARTICLE 6
MAINTENANCE, REPAIRS ANI9 ALTERATIONS
Section 6.1 Services to be Furnished by Landlord. Provided Tenant is not in default
under any of the provisions of this Lease beyond any applicable cure period, if any, Landlord
shall provlde the following services during the Term of this Lease, the cost of all of which
(excluding capital costs of original installation) shall be Operat�ng Costs of the Building sub�ect
to the provisions of Sections 5 3 and 5 4
6 1 1 Unless metered sepaxately to Tenant, public utilities to the Building shall
be furnished in accordance with Exhib�t D and Tenant shall be responsible for the
distnbution of such utilities from Landlord's point of connection at the demising wall
throughout Tenant's Space,
612 Routine maintenance, painting and electr�c lighting service for all
Common Areas and special service areas of the Building in the manner and to the extent
deemed by Landlord to be standard and consistent with the operation and matntenance of
the Building as a first-class m�xed-use of�ce/retail building in the City of Bremerton, and
6 1 3 Security for the Common Areas of the Building, �rov�ded, however,
Landlord shall not be liable to Tenant or any employee, invitee, l�censee or sublessee of
Tenant for losses due to theft or burglary, or for personal in�ury or damages done by
unauthorized persons in the Buzlding
10-16-13P M CITY OF BREMERTON, HARBORSIDE -10-
Failure by Landlord to any extent to furnish any of the above services, or any
cessation thereof, resulting from causes beyond the reasonable control of Landlord, shall
not render Landlord ltable in any respect for damages to either person or property, nor
shall such event be construed as an eviction of Tenant, nor result �n an abatement of Rent,
nor relieve Tenant from any of Tenant's obligations hereunder (including, but not limited
to, the payment of Rent) Should any of the equipment or mach�nery utilized in
supply�ng the services l�sted herein for any cause cease to function properly, Landlord
shall use reasonable d�ligence to repair the equipment or mach�nery promptly, but Tenant
shall have no r�ght to tei m�nate this Lease, and shall have no claim for a reduction,
abatement or rebate of Rent or damages on account of any interruption in service
occasioned thereby or resulting therefrom
Section 6.2 Tenant's Maintenance And Repairs. Tenant shall be obligated to
maintain and to make all repairs to Tenant's Space and to all fixtures ►nstalled therein promptly
and �n a good clean condition and worknnansh�p like manner Tenant shall provide regular
�an�torial service to Tenant's Space, including at least annual washing of interior windows in
order to maintain a clean and professional appearance Tf Tenant fails to provide these�anitorxal
services, Landlord may at its option provide such services at the expense of Tenant and as
Additional Rent Landlord shall be responsible for the washing of exterior windows of the
Building, which window washing shall be done according to the schedule determined by
Landlord and as part of the Operating Costs of the Building
Section 6.3 Tenant's Alterations. Tenant shall make no alterations, modifications or
changes to Tenant's Space without Landlord's prior written consent, which consent shall not be
unreasonably wtthheld, delayed or cond�tioned Any repairs or new construction 6y Tenant shall
be done in conformity with plans and specifications approved by Landlord and shall be
performed by a licensed contractor approved by Landlord All work performed shall be done in
a workmanlike manner and with materials (where not specifically descnbed in the spec�fications}
of the quality and appearance as exist throughout the Building, and shall become the property of
Landlord Landlord may require Tenant to remove and restore any �mprovements or alterations
on the termination of tlus Lease in accordance with Section 11 2 below
Section 6.4 Liens. Tenant shall keep the Prem�ses and the Property on which the
Premises are located, free from any liens arising out of any work performed, material furnished,
or obl�gations incurred by Tenant If Tenant disputes the correctness or valid�ty of any claim of
lien, Tenant shall, w�th�n ten (10) days after wntten request by Landlord, post or provzde security
in a form and amount acceptable to Landlord to insure title to the Property free from the lien
claimed
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ARTICLE 7
INSURANCE AND INDEMNIFICATION
Section 7.1 Use; Rate. Tenant shall not do anything in or about the Premises which
will in any way tend to increase �nsurance rates pa�d by Landlord on policies of liability or
casualty insurance cna�nta�ned with respect to the Bu�lding and/or Property In no event shall
Tenant carry on any activities which would tnvalidate any insurance coverage maintained by
Landlord
Section 7.2 L�ability Insurance. Tenant shall, dunng the Lease Terzn, at its sole
expense, maintain in full force a poltcy or poltc�es of comprehensive liability tnsurance issued by
one or more �nsurance carriers, insuring against liab�lity for in�ury to or death of persons and loss
of or damage to property occurring in or on the Prem�ses Said liability insurance shall be in an
amount not less than Two Million Dollars ($2,000,000.00) combined single limit for bodily and
personal in�ury and property damage
Section 7.3 Worker's Corapensahon Insurance. Tenant shall at all times maintam
Worker's Compensation Insurance in compliance with Waslungton law
Section 7.4 Casuaity Insurance. Tenant shall pay for and shall maintain in full force
and effect during the Term of this Lease a sta.ndard form pol�cy or polic�es of property and all-
risk coverage with an extended coverage endorsement covering all interior glass, but specifically
excludes exterior building glass, whether plate or otherwise (unless any damage to such glass is
caused by the Tenant} and all personal property owned by Tenant located in the Premises
Sectiom 7.5 Compliance With Regulations. Tenant shall, at its own expense, comply
with all requirements, includ�ng installation of fire extingu�shers, or automatic dry chemical
ext�nguislung systems, required by insurance underwriters or any governmental authonty having
�urisdiction thereover, necessary for the ma�ntenance of reasonable fire and extended insurance
for the Premises and/or Building
Section 7.6 Waiver of Subrogat�on. Any property and all-risk coverage insurance
carried by Landlord or Tenant insunng, in whole or in part, the Building and/or the Premises,
including improvements, alterations and changes in and to the Premises made by either of them,
and Tenant's trade fixtures therein shall be written in such a manner as to permit the waiver of
nghts of subrogation prior to loss by either party aga�nst the other in connection with loss or
damage covered by the policies involved So long as the policy or policies can be so written and
maintained in effect, neither Landlord nor Tenant shall be liable to the other for any such loss or
damage E�thec party shall, upon request by the other party, furnish such other party evidence of
its compliance wrth this Section 7 6
10-16 13P M CITY OF BREMER70N, HARBORSIDE -12-
Sect►on 7.7 Gemeral Requirements.
7 7 1 All policies of �nsurance required to be carried hereunder by Tenant shall
be wntten by comparues licensed to do business in Washington and which are rated
A XIII or better in the "Best's Key Rating Guide" Tenant shall, when requested by
Landlord, furnish Landlord with a certificate evidencing insurance required to be
ma�ntained by Tenant pursuant to this Article 7 and shall satisfy Landlord that each such
pol�cy �s in full force and effect
7 7 2 The pol�cy of publ�c liability �nsurance required to be carried under
Section 7 2 above sha(1 be primary and non-contribut�ng with the insurance carried by
Landlord.
7 7 3 Each policy requ�red under Section 7 2 shall expressly include, severally
and not collectively, as named or additionally named �nsured thereunder, the Landlord
and any person or firm designated by the Landlord and having an �nsurable interest
thereunder, here►nafter called "Additional Insured", as their respect�ve interests may
appear
7 7 4 Tenant shall promptly prov�de Landlord with written not�ce of any
changes in any of the insurance policies maintained by Tenant The polic�es of insurance
or duly executed Accord Forms 25 and 27 as appl�cable, Evidence of Insurance Forms
evidencing such pol�c�es, shall be deposited with Landlord wlthin ten (10) days of the
execution of this Lease
7 7 5 If the Tenant fa�ls to procure and maintain insurance as required by this
A.rticle 7, the Landlord may obtain such insurance and keep it in effect, and the Tenant
shall pay to Landlord the premium cost thereof, upon demand and as Additional Rent,
w�th interest as provided �n Section 19 8 below from the date of payment by the Landlord
to the date of repayment by the Tenant
7 7 6 The limits of any insurance maintained by Tenant pursuant to this
Article 7 shall in no way limit the liability of 1'enant under this Lease
Section 7.8 Self Insurance Aad $lanket Insurance. The Tenant may fulfill its
insurance obligations hereunder by mainta�ning either "Self Insurance Coverage" or a so-called
"blanlcet" policy or policies of insurance (collectively refened to as "Alternat�ve lnsurance")
All policies of Alternative Insurance must provide by spec�fic endorsement, coverage not less
than that which is required hereunder for the particular property or interest refened to herein,
provided, however, that the coverage required by th�s Article 7 will not be reduced or d�min�shed
by reason of use of such Altemat�ve Polic�es of insurance
10-16-13P M CITY OF BREMERTON, HARBORSIDE -13-
Section 7.9 Indemnification . Except to the extent covered by insurance maintained
by Landlord or required herein to be maintained by Landlord, Tenant shall indemrufy and hold
harmless Landlord against and from any and all damages, liabilities, claims and expenses
(including without limitation reasonable attorneys' fees and court costs) arising from Tenant's
use of the Premises or the conduct of its business or from any activity, work, or thing done,
permitted or suffered by the Tenant in or about the Premises, and shall further indemnify and
hold harmless Landlord against and from any and all damages, liabilities, claims and expenses
(including without limitation reasonable attorneys' fees and court costs) ans�ng from any breach
or default in the performance of any obligation on Tenant's part to be performed under the terms
of th�s Lease If any such act�on or proceeding �s brought aga�nst Landlord, Tenant, upon not�ce
from Landlord, shall defend Landlord aga�nst that claim at Tenant's expense by counsel
reasonably satisfactory to Landlord Tenant, as a material part of the consideration to Landlord,
hereby assumes all nsk of damage to property or in�ury to persons in or about the Premises from
any cause whatsoever except Landlord's negligence or intentionally wrongful conduct and
Tenant hereby wa�ves all claims in respect thereof against Landlord Tenant agrees that it will
not assert its industrial insurance immun�ty if such assertion would be inconsistent with
Landlord's right to indemnification from Tenant pursuant to this Section 7 9 The parties agree
that this provision was mutually negotiated
Landlord shall �ndemnify and hold harmless Tenant against and from any and all
damages,liabilities, cla�ms and expenses (including without limitation reasonable attorneys' fees
and court costs) arising from Landlord's negligence or intentionally wrongful conduct Landlord
agrees that �t w�ll not assert its industrial insurance immunity if such assertion would be
incons�stent with Tenant's nght to indemnification from Landlord pursuant to ttus Section 7 9
The parties agree that this provision was mutually negotiated
ARTICLE 8
DESTRUCTION AND CONDEMNATION
Sectio� 8.1 Total Or Partial Destruction.
8 1 1 In the event the Buitding and/or the Premises is damaged by fire or other
perils covered by Landlord's insurance, Landlord shall
8 1 1 l In the event of total destruct�on, at Landlord's option, as soon as
reasonably possible thereafter, commence repatr, reconstruction and restoratzon of
the Bu�lding and/or the Premises and prosecute the same diligently to completion,
�n wh�ch event this Lease shall remain �n full force and effect, or w�thin s�xty (60)
days after such damage, elect not to so repair, reconstruct or restore the building
and/or the Premises, in wh�ch event this Lease shall term�nate In e�ther event,
Landlord shall give Tenant written notice of �ts �ntention with�n sa�d sixty (60)
10 16-13P M CITY OF BREMERTON, HARBORSIDE -14-
day period and specify the estimated period of reconstruction In ihe event
Landlord elects not to restore the Building, and/or the Prem�ses, th�s Lease shall
be deemed to have term�nated as of the date of such total destruction If the time
for reconstruct�on shall exceed 180 days from the date of Landlord's notice, then
Tenant shall have the right to terminate the Lease
8 1 1 2 In the event of partial destruction of the Building and/or the
Premises, to an extent not exceeding twenty-five percent (25%) of the full
insurable value thereof, and if the damage thereto �s such that the Building and/or
the Premises may be repaired, reconstructed or restored within a period of runety
(90) days from the date of the happening of such casualty, and if Landlord will
receive insurance proceeds sufficient to cover the cost of such repairs, then
Landlord shall commence and proceed dtligently with the work of repair,
reconstruction and restoration and this Lease shall continue in full force and
effect If such work of repair, reconstruction and restoratton shall require a period
longer than ninety (90) days or exceeds twenty-five percent (25%) of the full
insurable value thereof, or if said tnsurance proceeds will not be sufficient to
cover the cost of such repairs, then Landlord e�ther may elect to so repair,
reconstruct or restore and the Lease shall continue �n full force and effect or
Landlord may elect not to repair, reconstruct or restore and the Lease shall then
term�nate Under any of the cond�tions of th�s Section 8 1 1 2, Landlord shall give
written not�ce to Tenant of �ts intent�on with�n sixty (60) days after such partial
destruct�on If the t�me for reconstruction shall exceed 180 days from the date of
Landlord's notice, then Tenant shall have the right to terminate the Lease
In the event Landlord elects not to restore the Building and/or the Premises, this
Lease shall be deemed to have terminated as of the date of such partzal
destruction
8 1 2 Upon any termination of this Lease under any of the provisions of this
Section 8 1, the parties shall be released without further obligation to the other from the
date possession of the Premises �s surrendered to Landlord except for items which have
theretofore accrued and are then unpaid
8 1 3 In the event of repalr, reconstruction and restoration by Landlord as herean
provided, the rental payable under this Lease shall be abated proportionately with the
degree to which Tenant's use of the Premises �s impaired during the period of such repair,
reconstruction or restorat�on Tenant shall not be ent�tled to any compensation or
damages for loss an the use of the whole or any part of the Premises and/or any
�nconvenience or annoyance occasioned by such damage, repair, reconstruct�on or
10-16-13P M CITY OF BREMER70N, HARBORSIDE -15-
restoration Tenant shall not be released from any of its obligations under th�s Lease
except to the extent and upon the cond�tions expressly stated in this Sectxon 8 1
Notw�thstanding anyth�ng to the contrary contained in th�s Sect�on 8 1, �f
Landlord is delayed or prevented from repairing or restoring the damaged Premises
within one (1) year after the occurrence of such damage or destruction by reason of acts
of God, war, governmental restr�ctions, inability to procure the necessary labor or
materials, or other cause beyond the control of Landlord, Landlord or Tenant, at its
option, may termznate this Lease, whereupon Landlord shall be relieved of its obligation
to make such repa�rs or restoration and Tenant shall be released from its obligations
under this Lease as of the end of sa�d one (1) year period
8 1 4 If damage is due to any cause other than fire or other per�l covered by
extended coverage insurance, Landlord may elect to terminate this Lease
8 1 5 If Landlord is obligated to or elects to repair or restore as herein provided,
Landlord shall be obligated to make repa�r or restoration only of those portions of the
Building and the Premises which were originally provided at Landlord's expense, and the
repair and restoration of items not provided at Landlord's expense shall be the obligation
of Tenant
8 1 6 Notwithstanding anyth�ng to the contrary contained in this Sect�on 8 1,
Landlord shall not have any obligat�on whatsoever to repair, reconstruct or restore the
Premises when the damage resulting from any casualty covered under this Sect�on 8 1
occurs during the last twelve (12) months of the Term of this Lease or any extension
hereof Further, �n the event of any damage or destruction occurs dunng the last 12
months of the Lease that renders the Premises substantlally untenable, Tenant shall have
the r�ght to terminate this Lease
8 1 7 Landlord and Tenant hereby waive the provisions of any statutes or court
decisions which relate to the abatement or terminat�on of leases when leased property is
damaged or destroyed and agree that such event shall be exclusavely governed by the
terms of this Lease
Section 8.2 Condemnation. If the whole of the Property or the Premises, or such
portion thereof as shall be required for its reasonable use, shall be taken by virtue of any
condemnation or eminent domain proceeding, th�s Lease shall automatically tez�x�inate as of the
date of the condemnation, or as of the date possession is taken by the condemning author�ty,
whichever �s later Current Rent shall be apportioned as of the date of the term�nation In case
of a tak�ng of a part of the Premises or a part of the Property not requ�red for the reasonable use
10-16-13P M CIIY OF BREMERTON, HARBORSIDE -16-
of the Premises, then this Lease shall cont�nue in full force and effect and the Rental shall be
equitably reduced based upon the proportion by which the Store Area of the Premises is reduced
This Rent reduction shall be effective on the date of the partial taking No award, settlement �n
lieu of an award, or any partial or ent�ie talung shall be apportioned, and Tenant hereby assigns
to Landlord any award or settlement in lieu of an award which may be made �n the taking or
condemnation proceeding, together with any and a(1 nghts of Tenant now or hereafter arising in
or to the same or any part thereof, except for the value of the tenant improvements made by
Tenant at Tenant's cost (w�thout a rent credit from Landlord), provided that nothing herein shall
prevent Tenant from making a separate claim against the condemrung authority for the tak�ng of
Tenant's personal property and/or moving costs so long as such claim in no way affects the
award to be rece�ved by Landlord
Sect�on 8.3 Sale Under Threat Of Condemnation. A sale by Landlord to any
authority having the power of em�nent doma�n, either under threat of condemnation or while
condemnation proceedings are pending, shall be deemed to be a taking under the power of
eminent domain for all purposes under this Article 8
ARTICLE 9
TENANT'S OPERA'd'YONS
Section 9.1 General. In us�ng and occupying the Premises, Tenant will at its expense
(a) keep the inside and outside of all glass �n the doors of the Prem�ses clean, (b) replace
promptly any cracked or broken glass of the Premises owned by the Tenant, which specifically
excludes exterior building glass, unless such excluded glass is damaged by Tenant or Tenant's
operations, with glass of like kmd and quality and make available all insurance proceeds from
Tenant's plate glass insuiance policy for these purposes, (c) maintain the Premises �n a clean,
orderly and sanitary cond�tion and free of insects, rodents, vertnin and other pests, (d) keep any
garbage, trash, rubb�sh or refuse �n rat-proof containers within the interior of the Premises unt�l
removed and comply w�th Landlord's rules and regulations relating to the disposition of the
garbage, (e) have all garbage, trash, rubbish and refuse removed not less frequently than twice
per week, (� keep all mechan�ca.l apparatus free of vibration and noise whzch may be transmitted
beyond the Premises, and (h) conduct its business in all respects in a dignified manner in
accordance with tugh standards of operation consistent with the quality of operation of a first
class mixed use building for Conference Center, office and retail use
Section 9.2 Restrictions. In regard to use and occupancy of the Premises and
Common Areas, Tenant will not (a) place or maintain any merchandise, trash, refuse or other
articles in any vestibule or entry of the Prem�ses, on the sidewalks or corr�dors ad�acent thereto
or elsewhere on the exterior of the Premises so as to obstruct any sidewalk, arcade or any other
Common Area, (b) use or permit the use of any ob�ectionable advertising medium such as,
without l�mitation, loud speakers, phonographs, public address systems, sound amplifiers,
10-16-13P M CITY OF BREMERTON, HARBORSIDE -17-
reception of radto or television broadcasts within the Building, wluch is �n any manner audible or
vtstble outside of the Tenant's Space, (c) permit accumulations of garbage, trash, rubbish or other
refuse within or without the Premises, (d) cause or permit ob�ectionable odors to emanate or be
dispelled from the Premises, (e) solicit or conduct business in the Common Areas, (� d�stribute
handb�lls or other advertis�ng matter in the Com�mon Areas, (g) permit the parking of delivery
vehicles so as to interfere w�th the use of any dnve aisle, sidewalk, parking area, arcade or other
Common Area, (h) receive or ship articles of any kind except through service facilities provided
by the Landlord, (i) conduct or permit to be conducted any auction, fire, going out of business,
bankruptcy, or other similar type sale in or connected w�th the Premises, except in the normal
course of conference center business such as fundrais�ng events, or (�) place a load upon any
floor which exceeds the load which the floor was designed to carry or is allowed to carry by
law Tenant shall observe Landlord's rules and regulat�ons relating to delivery hours to the
Prem�ses
ARTICLE 10
ASSIGNMENT AND SUCCESSXON
Section 10.1 Consent Required. Tenant shall not e�ther voluntarily, or by operation of
law, assign, transfer, mortgage, pledge, hypothecate or encumber th�s Lease or any interest
therem, and shall not sublet the Premises or any part thereof, or any right or privilege
appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of
Tenant excepted) to occupy or use the Premises, or any portion thereof, except the rent�ng of
space in the normal course of conference center business, without �rst obtairung the wr�tten
consent of Landlord When Tenant requests Landlord's consent to an assignment or subletting, it
shall notify Landlord in writing of the name and address of the proposed assignee or sublessee
and the nature and character of the business of the proposed assignee or sublessee and shall
provide financial statements for the proposed assignee or sublessee Landlord's consent to any
proposed assignment or subletting shall not be unreasonably withheld, rop vided that �t shall be
reasonable for Landlord in exercising th�s nght to evaluate (a) the financial condition of the
proposed assignee or sublessee, (b) the management capabilities of the proposed ass�gnee or
sublessee, (c) the proposed use of the assignee or sublessee, and (d) the effect of the proposed
business of the proposed assignee or sublessee upon other tenants �n the Bu�lding Landlord may
condition any consent upon the execution of one or more personal guarantees and/or upon an
increase �n the Mirumum Rent payable hereunder in an amount equal to any subrental or other
consideration received by Tenant as a result of the subletting or ass�gn.ment wh�ch is in excess of
the Minimum Rent prov�ded for in Section 5 1 above Landlord may require payment by Tenant
to cover �ts actual charges and costs incurred for each assignment it is requested to approve
Section 10.2 General Conditions. In the event of any assignment or subletting of this
Lease, Tenant shall rema�n primarily l�able on �ts covenants hereunder unless released in wnting
hy Landlord In the event of any assignment or sublease, the assignee or sublessee shall agree, in
10-16-13P M CITY OF BREMERTON, HAR80RSIDE -18-
writing, to perform and be bound by all of the covenants of this Lease required to be performed
by Tenant
Section 10.3 Succession. Sub�ect to any limitations on assignments set forth herein, all
the terms and provisions of this Lease shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties hereto
Section 10.4 TLght Of Recapture. Not�nthstanding any provisions of t}us Article 10 to
the contrary, after the Landlord receives a request from Tenant to consent to either an assig�ment
or sublease of all or any portton of the Premises, Landlord shall have the option, to be exercised by
written notice within th�rty (30) days after the receipt of such request, to terminate thls Lease and
the Term hereof on not less than thirty (30) days and not more than runety (90) days notrce to the
Tenant If the Landlord elects to terminate this Lease as aforesaid, the Tenant shall have the nght,
to be exercised by wntten notice to the Landlord witl�un ten (10) days after receipt of such notice of
termination, to withdraw the request for consent to the proposed assignment or sublease, u� whach
case the Tenant shall not proceed with such ass�gnment or sublease, the notice of termination shall
be null and void and this Lease shall continue in full force and effect in accordance with �ts terms
ARTXCLE 11
SURRENDER OF POSSESSYON
Section 11.1 Surrender. At the expiration or earlier termination of the Lease Term
created hereunder, whether by lapse of time or otherwise, Tenant shall surrender the Premises to
Landlord
Section 11.2 Condition At Time Of Surrender. Furn�sh�ngs, trade fixtures and
equipment installed by Tenant shall be the property of Tenant and upon term�nat�on of this
Lease, Tenant shall remove that property, provided, however, furnishings, fixtures and
equipment installed so as to become fixtures upon the Premises or the Buildtng shall be the
property of Landlord and shall not be removed from the Prem�ses Tenant shall repatr or
reimburse Landlord for the cost of repairing any damage to the Premises resulting from the
installation or removal of such property, and Tenant shall deliver the Premises to Landlord in
clean and good condttion, except for reasonable wear and tear
Section 11.3 Fa�lure To Surrender. If Tenant fails to surrender the Premtses upon the
termination of this Lease, Tenant shall �ndemnify and hold harmless Landlord from loss or
liability resulting from such failure to surrender including, wlthout limiting the generality of the
forego�ng, any claims made by any succeeding Tenant
10-16-13P M CITY OF BREMERTON, HARBORSIDE -19-
ARTICL,E 12
�][OLDING OVER
Section 12.1 Holding Over. This Lease shall terminate without further notice at the
expiration of the Lease Term Any hold�ng over by Tenant without the express written consent
of Landlord shall not constitute the renewal or extension of this Lease or give Tenant any rights
in or to the Premises In the event of such a holding over by Tenant without the express written
consent of Landlord, the monthly Rent payxnents to be paid by Tenant shall be sub�ect to
increase at the sole discretion of Landlord �n an amount equal to one hundred ten percent (110%)
of the then applicable Rental rate, rop vided, however, no payment of such increased Rental by
Tenant shall be deemed to extend or renew the Term of this Lease, and such Rental payrr�ents
shall be fixed by Landlord only to establish the amount of liabiltty for payment of Rent on the
part of Tenant during such penod of hold�ng over In the event Landlord shall give its express
wr�tten consent to Tenant to occupy the Premises beyond the exp�ration of the Term, that
occupancy shall be construed to be a month-to-month tenancy upon all the same terms and
conditions as set forth herein unless modified by Landlord in such written consent, provided that
Rent charged dunng any period of hold�ng over shall be as stated above
ARTICLE 13
ENTRY BY LANI)L,ORD
Section 13.1 Entry By L.andlord. Landlord reserves, and shall at all times have, the
r�ght to enter the Prem�ses, after 24 hours' notice except in the case of an emergency, during
bus�ness hours to inspect them, to submit the Prem�ses to prospect�ve purchasers and in the last
year of the Lease, to prospective tenants, to post notices of non-responsibil�ty, to repair the
Premises and any portion of the Building that Landlord may deem necessary or des�rable,
without abatement of Rent, and may for that purpose erect scaffolding and other necessary
structures where reasonably required by the character of the work to be performed, always
providing that the entrance to the Premises shall not be unreasonably blocked thereby, and
further providing that the business of the Tenant shall not be interfered with unreasonably
Tenant hereby waives any claim for damages or for any in�ury or inconvenience to or
interference with Tenant's business, any loss of occupancy or quiet en�oyment of the Premises,
and any other loss occasioned by exercise of Landlord of its rights under this Article For each
of these purposes, Landlord shall at all t�mes have and retain a key with which to unlock all of
the doors in, upon and about the Premises, exclud�ng Tenant's vaults, safes and files, and
Landlord shall have the right to use any and all means which Landlord may deem proper to open
the doors in an emergency, in order to obta�n entry to the Premises without liability to Tenant
except for any failure to exercise due care for Tenant's property and any entry to the Prem�ses
obtained by Landlord by any of these means, or otherwise, shall not under any circumstances be
construed or deemed to be a forcible or unlawful entry into, or a deta�ner of, the Premises, or an
eviction of Tenant from the Premtses or any portion thereof Tenant shall not change the locks
10-16-13P M CITY OF BREMERTON, HARBOR5IDE -20-
or keys to the Premises without Landlord's prior written consent and shall furnish Landlord with
details of any security system installed in or on the Premises.
ARTYCLE 14
DEFAULT AND REMEDIES
Section 14.1 Events Of Tenamt's Default. The occurrence of any one or more of the
following events shall constitute a matenal default in breach of ttus Lease by Tenant
14 I 1 Vacation or abandonment of the Premises,
14 1 2 Failure by Tenant to malce any payment requ�red as and when due,
provided, that Landlord shall first be required to give Tenant written notice of default and
Tenant shall have failed to cure such default within ten (10) days of Tenant's receipt or
deemed receipt of Landlord's notice, and
]4 1 3 Failure by Tenant to observe or perform any of the covenants, condit�ons
or provisions of this Lease, other than making any payment when due, where that failure
shall continue for a period of thirty (30) days after Landlord g�ves written notice to
Tenant of that fa�lure, or if such failure is not reasonably capable of being cured within
the thirty (30) day period, Tenant shall not be �n default unless Tenant fails to promptly
commence and diligently pursue the cure to completion
Section 14.2 Remedies. In the event of any breach or default by Tenant under the
terms or provisions of this Lease, Landlord, in addition to any other rights or remedies that it
may have, shall have the immediate right of reentry Should Landlord elect to reenter or take
possession of the Premises, it may etther termtnate this Lease, or from time to time, without
terminating this Lease, re-let the Premises or any part thereof for the account and in the name of
the Tenant or otherwise, for any term or terms and conditions as Landlord in its sole discretion
may deem advisable, with the right to complete construction of or make alterations and repa�rs to
the Premises and/or improvements installed by Tenant Tenant shall pay to Landlord in the event
of re-letting, as soon as ascertained, the costs and expenses incurred by Landlord in the re-letting,
completion of construction, or in making any alterations and repairs Rentals received by
Landlord from any re-lett�ng shall be applied first, to the payment of any �ndebtedness, othe�
than Rent, due hereunder from Tenant to Landlord, second, to the payment of Rent due and
unpaid hereunder and to any other payments required to be made by the Tenant hereunder, and
the residue, if any, shall be held by Landlord tn payment of future Rent or damages in the event
of termination as the same may become due and payable hereunder, and the balance, �f any, at
the end of the Term of th�s Lease shall be paid to Tenant Should Rental received from t�me to
time from the re-letting during any month be a lesser Rent than herein agreed to by Tenant, the
Tenant shall pay the deficiency to Landlord The Tenant shall pay the deficiency each month as
the amount thereof is ascertained by the Landlord Notwithstanding the foregoing, Landlord
10-16-13P M CITY OF BREMERTON, HAR80RSIDE -21-
shall also have the right upon Tenant's default to term�nate this Lease, accelerate all M�n�mum
Rent payments due under this Lease for the remaining Term hereof, or if Tenant has been
granted an option to extend and that opt�on has been exercised, for the remainder of the
Extension Term, and shall be entitled to recover from Tenant the total amount of unpaid
Minimum Rent together w�th all past due Rent and any other payment due hereunder, less the
amount which is established to be the reasonable rental value of the Premises for the rema�ning
Term, after taking into consideration normal duration of vacancy periods, tenant improvement
costs and Landlord's reasonably anticipated costs of re-letting the Prem�ses
Section 14.3 Re-lettiug. No re-letting of the Premises by Landlord permitted under thxs
Lease shall be construed as an election on its part to terminate tlus Lease unless a notice of that
intention is given to Tenant or unless the termination of this Lease be decreed by a court of
competent�urisdiction Notwithstanding any re-letting without termination, Landlord may at any
time thereafter elect to terminate this Lease for a prev�ous breach, provided it has not been cured
Should Landlord at any time term�nate th�s Lease for any breach, �n addition to any other remedy
�t may have, it may recover from Tenant all damages it may incur by reason of that breach
Section 14.4 Default Of Landlord. Landlord shall not be in default unless Landlord
fails to perform its obligations under this Lease within thirty (30) days after notice by Tenant, or
if such failure is not reasonably capable of being cured w�thin the thirty (30) day period,
Landlord shall not be in default unless Landlord has failed to commence the cure and diligently
pursue the cure to completion
Section 14.5 Notice Of Default. Tenant shall notify Landlord of any default by
Landlord not by its nature necessacily known to Landlord
Section 14.6 Non-Waiver. Failure by Landlord to take action or declare a default as a
result of any breach of any term, covenant or condition in this Lease shall not be deemed to be a
wa►ver of that term, covenant, or condition, or of any subsequent breach of any other term,
covenant or condxt�on contaaned in this Lease The subsequent acceptance of Rent by Landlord
shall not be deemed to be a wa�ver of any preceding breach by Tenant of any term, covenant or
cond�tion of this Lease, other than the failure of Tenant to pay the particular Rent so accepted,
regardless of Landlord's knowledge of that preced�ng breach at the t�me of acceptance of that
Rent
ARTICLE 15
LIMITATION OF LIABILITY
Section 15.1 Limitation Of Landlord's Liability. Tenant understands, covenants and
agrees that Landlord's liability under this Lease is expressly limited to Landlord's interest in the
Property and the Building, and Tenant shall have no recourse hereunder against any officer,
10-16-13P M CITY OF BREMERTON, HARBORSIDE -22-
Director, Board Member or employee of Landlord (collect�vely "Landlord's Agents") nor any
other property of Landlord or any property of Landlord or Landlord's Agents
AR'�ICLE 16
NOTICES
Section 16 1 Notices Any notice required or desired to be given under th2s Lease shall
be in v�niting wzth cop�es directed as �ndicated in this Lease and shall be personally served, sent
via a commerc�ally recognized overnight cour�er such as Federal Express, or given by mail Any
mail given by facs�mile or overn�ght courier shall be deemed gxven when received or delivery
refused Any notice given by mail shall be deemed to have been given when seventy-two (72)
hours have elapsed from the time when that notice was deposited �n the Un�ted States ma�l,
certified and postage prepaid, addressed to the party to be served at the last address given by the
party to the other party under the provisions of this section At the date of the execution of this
Lease the addresses of the Landlord and Tenant for notices are as specified �n the Lease
Summary
ARTICLE 17
HAZARDOUS SUBSTAIVCES
Section 17.1 Preseace And Use Of Hazardous Substances. Tenant shall not, wathout
Landlord's prior written consent, keep on or around the Premises, Common Areas or Building,
for use, disposal, transportation, treatment, generation, storage or sale, any substances designated
as, or containing components desagnated as hazardous, dangerous, toxic or harmful (collectxvely
referred to as "Hazardous Substances"), and/or are sub�ect to regulatxon by any federal, state or
]ocal law, regulat�on, statute or ordinance, except for products normally used in general business
offices that constitute hazardous substances, provided that such products are used, stored and
d�sposed of �n accordance wath appl�cable laws and manufacturer's and supplier's guidel�nes
Sect�on 17.2 C1eaAUp Costs, Default And Indemnificat�on. Tenant shall be fully and
completely liable to Landlord for any and all clean-up costs and any and all other charges, fees,
penalties (civil and craminal) imposed by any governmental authority with respect to Tenant's
use, d�sposal, transportation, treatment, generation, storage and/or sale of Hazardous Substances,
�n or about the Premises, Common Areas or Building, whether or not consented to by Landlord
Tenant shall indemnify, defend and save Landlord harmless from any and all of the costs, fees,
penalties, liabilities and charges incurred by, assessed against or imposed upon Landlord (as well
as Landlord's attorneys' fees and costs) as a result of Tenant's use, disposal, transportat�on,
treatment, generation, storage and/or sale of Hazardous Substances Landlord represents and
warrants to Tenant that there are no Hazardous Substances in, on or under the Build�ng or the
Property Landlord further agrees to hold Tenant harmless from and against any and all
damages, charges, cleanup costs, remedial act�ons, costs and expenses (includ�ng reasonable
1�-16-13P M CI7Y Of BREMER70N, HARBORSIDE -23-
attorney fees) which may be imposed on, incurred or paid by, or assessed agamst Tenant, the
Premises or the Property by reason of, or in connection with the existence of Hazardous
Substances on oi in the property or from the release from the Property except for those caused by
Tenant and its employees and agents
ARTICLE 18
SIGNAGE
Sect�on 1.8.1. Signage. Landlord shall include Conference Center identity s�gnage in the
Build�ng elevators and D�rectory located �n the first and th�rd floor lobby d�rector�es Tenant
may inscribe Tenant s�gnage on the front door of the Tenant's Space or the wall ad�acent to the
Tenant's Space so long as such signage is profess�onal, neat and attract�ve Tenant shall not
place any additional exterior signage on the Building
ARTICLE 19
MISCELLANEOUS
Sect�on 1.9.1. Headings. The head�ngs used in th�s Lease are for convenience only
They shall not be construed to limit or to extend the meaning of any part of this Lease
Section X9.2 Amendments. Any amendments or additions to this Lease shall be in
writing by the parties hereto, and neither Tenant nor Landlord shall be bound by any verbal or
implied agreements
Section 1.9.3 Time Of The Essence. Time is of the essence of this Lease
Section 1.9.4 No Recording. Tenant shall not record this Lease or any notice hereof
without the pr�or written consent of Landlord
Sect�on 19.5 Ent�re Agreement. Th�s Lease conta�ns the ent�re agreement of the
part�es hereto with respect to the matters covered hereby, and no other agreement, statement or
prom�se made by any party hereto, or to any employee, officer or agent of any party hereto,
which is not contained herein, shall be b�nd�ng or val�d
Section 1.9.6 Language. The words "Landlord" and "Tenant", when used here�n, shall
be applicable to one (1) or more persons, as the case may be, and the singular shall include the
plural and the neuter shall include the masculine and femin�ne, and if there be more than one (1),
the obligations hereof shall be�oint and several The word "persons" whenever used shall
include �nd�viduals, firms, associations and corporations and any other legal entity. The
language in all parts of this Lease shall in all cases be construed as a whole and in accordance
with its fair meaning, and shall not be construed strictly for or against Landlord or Tenant
10 16-13P M CITY OF BREMERTON, HARBORSIDE 24-
Section 19 7 Ynvalid�ty. If any provision of this Lease shall be deemed to be invalid,
void or illegal, it shall in no way affect, �mpair or inval�date any other provision hereof
Section 19.8 Late Charges. Tenant hereby acknowledges that late payment by Tenant
to Landlord of Rent or other sums due hereunder will cause Landlord to incur costs not
contemplated by this Lease, and the exact amount of those costs �nclude, but are not lim�ted to,
process�ng and accounting charges, and late charges wh�ch may be imposed upon Landlord by
the tertns of any mortgage or deed of trust covering the Prem�ses Therefore, �n the event Tenant
shall fail to pay any installment of Rent or other sum when due hereunder with�n ten (10) days
after notice of default of payment �s given by Landlord, Tenant shall pay to Landlord as
Additional Rent a late charge equal to the lesser of $300 00 or five percent (5%) of any amount
due by Tenant which is not so timely pa�d A Thirty Dollar ($30 00) charge will be paid by the
Tenant to the Landlord for each returned check In the event Landlord pays any sum or expense
on behalf of Tenant which Tenant is obl�gated to pay hereunder, or �n the event Landlord
expends any other sum or incurs any expense, or Tenant fails to pay any sum due hereunder,
Landlord shall be entitled to receive interest upon that sum at the rate of twelve percent (12%)
per annum until paid
Section 19 9 Computation Of Time. The word "day" means "calendar day" heiein,
and the computation of time shall include all Saturdays, Sundays and holidays and sha11 be based
upon a 365-day year for purposes of determ�rung time per�ods specified herein
Section 19.10 Applicable Law. This Lease shall be interpreted and construed under
and pursuant to the laws of the State of Washington
Section 19.11 Attorneys' Fees. In the event either party requires the services of any
attorney m connection wlth enforc�ng the terms of this Lease or �n the event suit is brought for
the recovery of any Rent or other charges due under th�s Lease for the breach of any covenant or
condition of this Lease, or for the restitution of the Premises to Landlord, and/or ev�ction of
Tenant dur�ng the Term of this Lease or after the expiration of the Term of this Lease, the
prevailing party will be entitled to a reasonable sum for attomeys' fees, wttness fees and other
court costs, both at tnal and on appeal
Sechon 19.12 Termination. Upon the termination of thxs Lease by expiration of t�me
or otherwise, the rights of Tenant and all persons claiming under Tenant in and to the Premises
shall cease except in s�tuations when a court of competent�urzsdiction determines that the Lease
was wrongfully term�nated
Section 19.13 Name Of Building. In the event Landlord chooses to change the name
of the Buxld�ng, Tenant agrees that such change shall not affect �n any way �ts obligations under
th�s Lease, and that, except for the name change, all terms and conditions of this Lease shall
remain in fult force and effect Tenant agrees further that such name change shall not require a
10 16-13P M CITY OF BREMERTON, HARBORSIDE -25
formal amendment to tlus Lease, but shall be effect�ve upon Tenant's receipt of wr�tten
notification from Landlord of said change
Section 19.14 Rules And Regulations. Tenant agrees to abide by and adhere to any
rules and regulations for the Bu�ld�ng, and all amendments thereto, which may be promulgated
from time to time by Landlord wtuch do not materially change the provisions of this Lease The
rules and regulations currently in effect upon the date of execution of th�s Lease are set forth as
Exhibit E attached hereto
Section 19.15 Survrval. Those provis�ons of this Lease which, in order to be given full
effect, require performance by either Landlord or Tenant follow�ng the termination of this Lease
shal) surv�ve the Terminat�on Date
IN WITNESS WHEREOF, this Lease Agreement �s executed on the day and year first
written above
LANDLORD Ki'TSAP TRANSIT
By
N John Clauson
Tit e Executive Director
TENANT CITY OF BREMERTON
By
Nar
Trtl
STATE OF WASHINGTON )
) ss
COUNTY OF KITSAP )
I cert�fy that 1 know or have satisfactory evidence that the person appear�ng before me
and making this acknowledgment �s the person whose true signature appears on this document
On th�se�day of ��,�_, 2013 before me personally appeared JOHN
CLAUSON, to me known to be the Execut�ve Director of Kitsap Transit, the municipal
corporation that executed the within and foregoing instrument, and acknowledbed the said
instrument to be the free and voluntary act and deed of said murucipal corporat�on, for the uses
10-16 13P M CITY OF BREMERTON, HARBORSIDE -26-
and purposes there►n mentioned, and on oath stated that he was authorized to execute sa�d
instrument
WITNESS my hand and official seal hereto affixed the day and year first above written
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STATE OF WASHINGTON
COUNTY OF KITSAP
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residing at �
My Co�uinission E
for the State of Wash�ngton,
[Type dr�'rint Notary Name]
I cert�fy that I know or have satisfactory evidence that the person appearing before tr�e
and making this acknowledgment is the person whose true signature appears on th�s document
On th�s o�, day of ���' , 2013, before me personal ly appeared
, to me known to be the ��(��Q� of City of
Bremerto , the municipal corporat�on that executed the within and forego�ng instrument, and
acknowledged the said instrument to be the free and voluntary act and deed of said municipal,
for the uses and purposes therein mentioned, and on oath stated that he/she was authonzed to
execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation
�JITNESS my hand and official seal hereto affixed the day and year first above wntten
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[Type rint Notary Name]
10-16 13P M CITY OF BREMERTON, HARBORSIDE -27-
EXHIBZT A
LEGAL DESCRiPTION
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10-16-13P M CITY OF BREMERTON, HARBORSIDE
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10-16-i3P M CITY OF BREMERTON, HARBORSIDE
EXHIBIT B
THIRD FLOOR SITE PLAN
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EXHIBIT C
Prem�ses Acceptance Acknowledgment
Landlord and Tenant agree as follows
Landlord has delivered the Premises �n conformance w�th the Lease and Tenant accepts
the Prem�ses as of the day of , 2013
2 The Rentable Square Feet of the premises is
The amount of �n�tial M�nimum Rent is $
4 The Rentable Squaze Feet of the Building is
The init�al amount of Tenant's share of Operat�ng Costs is $
Landlord's Init�als Tenant's Init�als
10-16-13P M CITY OF BREMERTON, HARBORSIDE -2-
EXHIBIT D
Operating Costs - Additional Rent
Operating Costs Defined. The term "Operating Costs" as used herein shall mean all
costs, expenses and other charges incurred by Landlord in connection with the operat�on
and maintenance of the Building a first class, m�xed use retail/office building complex
The term "Operating Costs" shall exclude the specific "Exclusions" set forth in Section 2
Sub�ect to the Exclusions, Operating costs shall include, but not be lim�ted to
1 1 All supplies and materials used in the operation and maintenance of the Building.
1 2 Unless metered and paid separately by the Tenant, the proportionate cost of water
and power, air conditioning and ventilating the Building, the Common Areas and
the Premises
1 3 Cost of ma�ntenance, depreciation and replacement of mactunery, tools and
equipment (if owned by Landlord) and for rental paid for such machinery, tools and equipment
(if rented) used �n connection with the operation or maintenance of the Building
1 4 All premiums and deductibles on policies of compensation, publ�c liabil�ty,
property damage, automobile, garage keepers and any other pol�cies of insurance maintained by
Landlord with respect to the Building and abutting Common Areas or any �nsurable interest
therein
1 5 Cost of�an�tor�al se�v�ces for the Common Areas and costs associated wrth the
trash and refuse removal and recycling services, receptacles and containers provided by Landlord
for the tenants of the Building
1 6 Cost of repairs, ma�ntenance and upkeep of the Building and Common Areas,
including the electrical, plumbing and mecharucal systems, landscaping areas, exterior power
washing, exterior w�ndow waslung, roof and canopy cleaning, repairs and maintenance,
refurbishing and painting, and floor and wall covering replacement
1 7 Any capital improvements made or installed (i) for purposes of saving labor or
otherwise reducing applicable operating costs amortized over the useful life of such
improvements, as determined by Landlord in accordance with generally accepted accounting
10-16-13P M CITY OF BREMERTON, HARBORSIDE -3-
� � r
pr�nciples and practices in effect at the time of acquisition of the capital item, and (ii) for the
purpose of complying with governmental rules or regulations adopted after the building was first
constructed Any capital improvement expenditures shall be amortized in accordance with
generally accepted accounting principles and included as an operatmg expense only to the extent
the amortized portion applies to the year in question
l8
�
1 10
Elevator inspection, maintenance and repairs
All taxes due any unit of government
Cost of alJ accounting, legaJ and other professional fees incurred in connectton
with the operat�on of the Building
1 11 Cost of prov�ding security services and pest contro] for the Building and Common
A.reas as deemed necessary by Landlord
1 12 A property management fee not to exceed 5% of the gross rents payable by all
Tenants of the Building (includ�ng imputed rents attributable to Landlord's occupancy of the
Second Floor)
1 13 Cost of replac�ng non-specialty lamps, blubs, starters and ballasts used in the
Building Common Areas
1 14 Cost of cleaning, ma�ntaining, repa�ring and patching abutting sidewalks
2. Exclusions. Operating Costs under th�s Lease shall specifically exclude the following
2 1 The following costs and expenses specific to the first floor retail tenant space
a
such retail space,
b
windows and doors,
Cost of water, power, heating, Jtghting, air conditioning and vent�lat�on of
Cost of cleaning, repairing, ma�ntain.�ng or replacing storefront offices,
c Cost of repaaring, maintaining, replacing or operating plumbing, electncal,
mechanical, fire suppresston and HVAC systems
2 2 Any costs or expenses attributable to the Bremerton Harborside Conference
Center
10-16-13P M CITY OF BREMERTON, HARBORSIDE 4-
2 3 The following Building costs and expenses
Expenses for which the Landlord is reimbursed or indemnified (either by
an insurer, condemnor, tenant or otherwise),
b Expenses incurred in leasing or procuring tenants (including, without
limitation, lease commissions, legal expenses and expenses of renovating space for tenants),
Legal expenses arising out of d�sputes with tenants or the enforcement of
the provisions of any lease of space in the Building, interest or amort�zation payments on any
mortgage or mortgages and rental under any ground or underlying lease or leases,
d Cost of any work or service performed for or facilities furnished to a
tenant at the tenant's cost,
e Costs of ma�or capital improvements for ma�or repairs to the Building
shell and remodeling or altering the Building and common Areas as expressly provided
elsewhere e�ther �n this Exhibit or elsewhere in the Lease
Any costs or expenses attributable to the �mprovement, alteration or repair
of the interior of any other tenant spaces, and
g Landlord's own overhead, loan payments, amort�zat►on, depreciation on
the Buiid�ng or equipment there�n and landlord's tenant improvements for its occupancy of the
Second Floor of the Building
h Landlord's cost of ma�ntaining Kitsap Transit parking so long as
conference center employees and guests util�ze other parking not owned or maintained by Kitsap
Transit
10-16-13P M CITY OF BREMERTON, HARBORSIDE -5-
� 1 1
EXHIBiT E
RULES AND REGULATIONS
1 The sidewalks, halls, passages, elevators, stairways, exits and entrances of
the Building shall not be obstructed by Tenant or used by it for any purpose other than
for ingress and egress from the Prem�ses Excluding the first floor passageway and
sidewalks, the halls, passages, exits, entrances, elevators, retail space, balcorues and
stairways are not for the use of the general public, and Landlord shall in all cases retain
the r�ght to control and prevent access to those areas by all persons whose presence in
the �udgment of I.andlord would be pre�udicial to the safety, character, reputation and
interests of the Building and �ts tenants, provided that noth�ng in this Lease shall be
construed to prevent access to persons with whom ?enant normally deals in the
ordinary course of its business, unless those persons are engaged �n illegal activities
Tenant shall not go upon the roof of the Building, except �n areas that Landlord may
designate as "Common Areas" from time to time
2 The Premises shall not be used for lodging or sleeping
3 Tenant shall not alter any lock or install a new or additional lock or any bolt
on any access door of the Premises w�thout furnishing Landlord w�th a key for any lock
and obtaining Landlord's pr�or perm�ssion T'enant, upon the termination of its tenancy,
shall deliver to Landlord all keys and/or security cards to doors in the Building and the
Premises that shall have been furnished to T'enant and in the event of loss of any keys
and/or security cards so furnished, sha11 pay Landlord for the lost keys and/or security
cards and changing of locks as a result of such loss
4?he persons contracted by Tenant to move equipment or other �tems in or
out of the Building must be acceptable to Landlord Landlord shall have the right to
prescribe the weight, size and position of al I equipment, materials, supplies, fiu or
other property brought into the Building No safes or other ob�ects larger or heavier
than the fre�ght elevator of the Building is limited to carry shall be brought into or
installed on the Premises without Landlord's prior written consent Heavy ob�ects
shall, if considered necessary by Landlord, stand on wood stnps of thickr�ess as is
necessary to properly distribute the weight of those ob�ects Landlord will not be
respons�ble for loss of or damage to any property from any cause, and all damage done
to the Build�ng by mov�ng or ma�ntain�ng Tenant's property shall be repaired at the
expense of Tenant The moving of heavy ob�ects shall occur only between those hours
as may be designated by and only upon written notice to Landlord and the persons
employed to move heavy ob�ects in or out of the Building must be acceptable to
Landlord
5 Tenant shall not use or keep in the Premises or the Building any kerosene,
gasoline or flammable or combustible fluid or materials or use any method of heating
or air conditioning other than that supplied by �.andlord Tenant shall not sweep or
throw or permit to be swept or thrown from the Prem�ses any debris or other substance
10-16-13P M CITY OF BREMERTON, HARBORSIDE -6-
, , e
into any of the corridors, halls or lobbies or out of the doors or windows or into the
stairways of the Build�ng and Tenant shall not use, keep or permit to be used or kept
any foul or noxious gas or substance �n the Premises Tenant shall not use, keep or
permit or suffer the Premises to be occupied or used in a manner offensive or
ob�ectionable to Landlord or other occupants of the Building by reason of nolse, odors
(excluding bread baking) and/or vibrations, or interfere in any way wtth other tenants or
those having business in the Bu�ld►ng
6 Tenant shall see that the doors of the Prem�ses are closed and securely
locked when Tenant's employees leave the Prem�ses, after hours Tenant shall lock the
exterior Building Doors and elevators, if Tenant is present on the Premises on
weekends, before 7 30 a m or after 5 30 p m on weekends
7 The restrooms, toilets, urinals, wash bowls and other apparatus shall not be
used for any purpose other than that for which they were constructed, no foreign
substance of any kind whatsoever shall be deposited in any of them, and any damage
resulting to them from Tenant's misuse shall be paid for by Tenant
8 Except with the prior written consent of Landlord, Tenant shall not sell, or
permit the sale from the Premises of newspapers, magazines, penodicals, theatre tickets
or any other goods, merchandise or servtce, nor shall the Premises be used for
manufactur�ng of any kind, or for any business or act�vity other than that spec�fically
provided for in Tenant's Lease Tenant shall not install any radio or television antenna,
loudspeaker or other device on the roof or exterior walls of the Building, unless approved
by Landlord
10 Tenant shall not use in any space, or �n the Common Areas of the
Bu�lding, any hand trucks except those equipped with rubber tires and side guards or
other material handling equipment as Landlord may approve No bicycles, veh�cles,
motorcycles or an�mals of any kind shall be brought by Tenant into the Building or kept
in or about the Prem�ses unless approved by the Landlord
11 No sign, advertisement or notice vis�ble from the extenor of the Premises
shall be inscribed, painted or affixed by Tenant on any part of the Building or the
Premises except as provlded in Article 21 If Landlord shall have permitted an exception
at anytime, whether before or after the execution of this Lease, that consent shall �n no
way operate as a waiver or release of any of the provisions of tlus Rule 11 or of this
Lease, and shall be deemed to relate only to the particular sign, advert�sement or notice
so permitted by Landlord
12 Except as shown in the design plan approved by Landlord, the sashes, sash
doors, w�ndnws, glass relig,hts, and any l�ghts or skylights that reflect or adm�t light into
the halls or other places of the Building sha11 not be covered or obstructed and, there shall
be no hanging plants or other similar ob�ects in the �mmediate vic�nity of the windows or
placed upon the window sills or hung from the window heads
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13 No tenant shali lay linoleum or other s�milar floor covering so that it �s
affixed to the floor of the Premises in any manner except by a paste, or other material
wh�ch may easily be removed w�th water, the use of cement or other similar adhesive
materials being expressly prohibited The method of affixing any linoleum or other
similar floor cover�ng to the floor, as well as the method of affixing carpets or rugs to the
Premises, shall be sub�ect to approval by Landlord The expense of repairing any damage
resulting from a violation of this Rule 14 shall be borne by the Tenant by whom, or by
whose agents, clerks, employees or vlsitors, the damage shall have been caused Subway
shall be entitled to install its standard floor tiles
14 All loading, unloading, and delivery of inerchandise, supplies, matenals
and furn�ture to the Prem�ses shall be made during reasonable hours and in a manner not
causing disruption to other Tenants and at and through any service locat�on, elevator
and/or delivery areas designated by Landlord
15 Canvass�ng, soliciting, peddl�ng or distr�bution of handb�lls or any other
written mater�al in the Buildmg is prohibited and Tenant shall cooperate to prevent these
act�vities
16 Tenant shall not permit the use or the operation of any co�n operated
machines on the Premises, including, without limitation, vending machines, v�deo games,
p�nball machines, oi pay telephones without the prior written consent of Landlord
17 Landlord may direct the use of all pest extezmination throughout the
Building and/or Premises at intervals as Landlord may requ�re
18 As to telephone, Cable T V or internet connection lines desired by
Tenant, Landlord will d�rect service techruc�ans as to where and how the wires are to be
introduced No boring or cutting for w�res or otherwise shall be made without directions
from Landlord
19 Tenant shall �mmediately, upon request from Landlord (which request
need not be in writing), reduce its l�ghting in the Premises for temporary periods
des�gnated by Landlord, when required in Landlord's �udgment to prevent overloads of
mechanical or electncal systems of the Build�ng
20 Landlord reserves the right to select the name of the Building and to
change the name as it may deem appropnate from time to time, and Tenant shall not refer
to the Bu�lding by any name other than (a) the names as selected by Landlord (as that
name may be changed from time to time), or (b) the postal address, approved by the
Uruted States Post Office Tenant shall not use the name of the Building in any respect
other than as an address of its operation in the Build�ng w�thout the pnor wr�tten consent
of Landlord
21 The trash dumpster in the Parking Garage designated for Bu�lding Tenants
is lim�ted to trash generated on the Premises through Tenant's normal conduct of its
business and shall not be used for personal use by Tenant, Tenant's employees or the
invitees of Tenant
10 16 13P M CITY OF BREMERTON, HARBORSIDE -8-
71 '� �
22 Landlord may waive any one or more of the Rules and Regulahons for the
benefit of any particular tenant or tenants, but no waiver by Landlord shall be construed
as a waiver of the Rules and Regulations in favor of any other tenant or tenants, nor
prevent Landlord from thereafter enforcing any Rules and Regulat�ons against any or ali
of the tenants in the Building
23 Wherever the word "Tenant" occurs in these Rules and Regulat�ons, xt is
understood and agreed that it shall mean Tenant's assigns, subtenants, associates, agents,
clerks, employees and vis�tors Wherever the word "Landlord" occurs in these Rules and
Regulations, it is understood and agreed that it shall mean Landlord's assigns, agents,
clerks, employees and visitors
24 During ma�or commuruty events and festivals (Blackberry Fest�val, Art
Walk) Landlord reserves the right to cooperate with the event sponsor to allow use of the
Buald�ng Common Areas and restrict access to the Build�ng, Parking Garage and
Common Areas
25 These Rules and Regulations are in add�tion to, and shall not be construed
in any way to mod�fy, alter or amend, in whole or part, the terms, covenants, agreements
and conditions of any Lease of Prem�ses in the Building
26 Landlord reserves the nght to make other and reasonable rules and
regulations as �n �ts �udgment may from time to time be needed for the safety, care and
cleanl�ness of the IIuild�ng, and for the preservation of good order therein
10-16-13P M CITY OF BREMERTON, HARBORSIDE -9-
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EXHIBIT F
ILANDJLORD'S IMPROVEMENT EXPENDITURES
Landlord has Budgeted $200,000 00 (the "Budgeted Amount") for Bu�ld�ng Improvements in
accordance with and sub�ect to the following
A Landlord agrees to make certain Elevator Impcovements to �mprove the speed and
�nterior of the elevators serving the Building (�ncluding the underground parking garage)
It is anticipated these costs will not exceed approx�mately $118,445 00
B Landlord agrees to contribute the difference between the Budgeted Amount and the
actual cost of the Elevator Improvements towards the cost of the follow�ng �mprovements
associated with Tenant's Improvements in the follow�ng order of pnority
1 Structural modifications for #loor loads and HVAC
2 HVAC capacity improvements and associated electrical work to support the
HVAC capacity improvements
3 F�reproofing for HVAC and structural modifications including required roof
repairs
4 Additional minor build�ng system mod�fications
10-16-13P M C�TY OF BREMERTON, HARBORSIDE -10-