Loading...
HomeMy WebLinkAbout215 S Lincoln leaseCity of Port Angeles Record # 041065 COMMERCIAL PREMISES LEASE RENEWAL AGREEMENT THIS AGREEMENT is executed in duplicate as of the date of the last signature affixed below,by and between the CITY OF PORT ANGELES,a Washington municipal corporation(hereinafter"lessor") and the PENINSULA AREA PUBLIC ACCESSS,a Washington nonprofit corporation(hereinafter lessee"). NOW, THEREFORE, in consideration of the mutual undertaking and promises contained herein, and the benefits to be realized by each party,and in future consideration of the benefit to the general public from the enhancement of the economic and historical environment of the City of Port Angeles to be realized by the performance of this agreement,and as a direct benefit to the lessor,the parties agree as follows: I. Leased premises. Lessor hereby leases to lessee, upon the terms and conditions herein set forth, the real property situated at 215 S. Lincoln Street in the City of Port Angeles, Clallam County, Washington,legally described as follows(hereinafter"the premises"), 2. Use of premises and purpose. The premises shall be used for the operation of a public access television studio,and activities incidental thereto,and for no other purpose without the prior written consent of lessor. Lessee shall not allow undue noise, vibration,or offensive odor. Lessee shall not allow use of the premises in any way which would violate any certificate of occupancy,make void or voidable any insurance then in force with respect to the premises or make it impossible to obtain such insurance or cause an increase in the premiums therefor,cause structural injury to all or any part of the premises or to any improvements constructed thereon,create or continue a public or private nuisance,use the premises for any illegal purpose, or not comply with federal,state,and local laws and policies applicable within the City of Port Angeles. Specifically, lessee shall exclusively occupy, operate, and manage the premises in a manner commensurate with the high quality reasonably expected by the public according to the provisions,terms, and conditions of this agreement. Lessee shall allow lessor free temporary use of the premises when it is available and does not conflict with scheduled activities by lessee. Lessor shall be responsible for any increased maintenance or out-of-pocket costs incurred as a result of such special use. 3. Term. The term of this lease shall be for a period often years and shall commence on the I st day of March 2018,and terminate on the I st day of March 2028,inclusive. 4. Renewal option. This lease shall be renewable for two(2)periods of five(5)years each, the first renewal term commencing on the first day of March 2028,and terminating on the I'day of March 2033, inclusive,by mutual agreement of the lessor and lessee. Such mutual agreement shall be in writing and executed at least one(1)year prior to the expiration of the initial term. The terms and conditions of the lease for such renewal term shall be identical with the original term,except that either party shall have the right to request that the amount of the rent be renegotiated, that any issue not already addressed in this agreement be considered for inclusion in the agreement,and/or that any other provision of this agreement be considered for modification. 5. Rent The rent for the premises is an exchange for services,maintenance,and cleanup of the premises. These services include: The Lessee must obtain all applicable building permits for required work from the City. Lessee acknowledges receipt of a detailed assessment of the building and acknowledges and understands that environmental contaminants may exist on the premises. Lessee will notify the City of any environmental contaminants that Lessee discovers on the premises. Maintenance and repairs to be performed by Lessee include:Installation of exterior lighting, repair and repaint interior walls and ceilings, preservation of building faqade,replacement of missing terra cotta tiles,and repair of the roof. Lessee will complete the roof repair and replace the missing terra cotta tiles, The City will contribute up to $35,000 in community development block grant funds towards the repairs. Lessee will broadcast City Council meetings and other City committee and board meetings as agreed upon between the parties. Lessee will also make all broadcasted meetings available for repeated public viewing via the internet. Lessee shall occupy and provide an active presence on the first floor of the building. 6. Covenant of quiet enjoyment. Lessor covenants and agrees that lessee,upon performance of all of lessee's obligations under this lease,shall lawfully,quietly,and exclusively hold,occupy,and enjoy the leased premises during the term and any renewal term of this lease without disturbance by lessor or by any person having title paramount to lessors title or by any person claiming under lessor, subject to the other terms and provisions of this lease and subject to all mortgages,underlying leases,and other underlying matters of record to which this lease is or may become subject to and subordinate. 7. Acceptance of premises. Lesee has examined the premises and accepts of the same in its present condition. 8.Utilities. In addition to the rent provided in Section 5 above, lessee shall pay all charges for heat,light,power,water,wastewater,solid waste,stormwater,telephone,internet connection,and other services or utilities used, rendered, or supplied upon or in connection with the premises, and lessee shall indemnify lessor against any liability or damages on such account. Lessor shall be responsible for any connection charges or other related charges to establish the initial connection of the utility service,with the exception of the telephone service which shall be the total responsibility of lessee. 9. Maintenance by Lessee. Lessee shall keep the premises in a neat, clean, and sanitary condition, and shall keep the premises and all items therein installed by lessee in good condition, except only for reasonable wear and tear and damage caused by any act or omission by lessor, its employees, agents, invitees, or licensees. Lessee shall be responsible for general maintenance of the premises which would reasonably be interpreted as janitorial in nature, including without limitation daily janitorial and cleaning surfaces of the floors,walls,windows,and restroom areas,replacement of light bulbs,removal of snow,ice,and debris from pedestrian walkways,and other general cleaning tasks as necessary to maintain a safe and sanitary environment for the public.Nothing in this agreement shall prevent lessor from assisting in these tasks and/or providing any equipment necessary for accomplishment of these tasks at the sole discretion of lessor.In addition,lessee shall be responsible for repair and maintenance for all property items under its direct ownership or management,such as display cabinets and cases,operating equipment such as telephones, computers, and other office equipment, and special lighting or security equipment necessary for the effective display of artifacts and items. 10. Responsibilities of Lessor. Lessor will seek grant funding opportunities and assist in lessee with grant applications for additional rehabilitation of the building. Lessee will seek a fiberlink internet connection as part of any franchise agreement II. Alterations and improvements. Lessee shall make no changes, improvements or alterations to the premises without first obtaining the written consent of lessor, which consent shall not be unreasonably withheld. Except as otherwise provided herein, all changes, improvements, alterations, and repairs, if any, made by lessee shall remain on the premises and shall become the property of lessor upon the expiration or sooner termination of this lease. Lessee shall not suffer or permit the imposition of any liens against the premises, and lessor may, as a condition to consenting to alterations, require that lessee give security satisfactory to lessor that the alterations and improvements will be completed free and clear of liens and in a manner satisfactory to lessor. Trade and other fixtures purchased and installed by lessee which can be removed without injury to the premises shall be and remain the property of lessee, provided however that exhibits and other items paid for by lessor may become the lessor's property if lessee ceases operating the museum within the City of Port Angeles and removes said items from within the City. Interior design schematic of the premises must be reviewed and approved by lessor with regard to display cabinetry which is to be permanently attached to the structure. 12. Indemnification. The Lessee shall forever indemnify,defend,and hold the City harmless from all losses,claims,and damages for any injury to person or property that may result from or be caused in any manner by the Lessee's use, maintenance or repair of the premises,and the Lessee shall defend any,claim or litigation against said City arising from such injuries at the Lessee's expense,except the Lessee shall have no obligation to defend or save and hold the City harmless from damages arising from the sole negligence of the City,its agents,contractors or employees. It is further specifically and expressly understood that the indemnification provided herein constitutes the Lessee's waiver of immunity under Industrial Insurance,Title 51 RCW,solely for the purposes of this indemnification. This waiver has been mutually negotiated and agreed to by the Lessee and the City. The provisions of this section shall survive the expiration or termination of this Lease. 11 Liability Insurance A. Insurance Term The Lessee shall procure and maintain for the duration of the Agreement,insurance against claims for injuries to persons or damage to property which may arise from or in connection with the Lessee's operation and use of the leased Premises. B. No Limitation The Lessee's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Lessee to the coverage provided by such insurance, or otherwise limit the the City's recourse to any remedy available at law or in equity. C. Minimum Scope of Insurance The Lessee shall obtain insurance of the types and coverage described below: i.Commercial General Liability insurance shall be at least as broad as Insurance Services Office ISO)occurrence form CG 00 01 and shall cover premises and contractual liability. The Public Entity shall be named as additional an insured on Lessee's Commercial General Liability insurance policy using ISO Additional Insured-Managers or Lessors of Premises Form CG 20 11 or a substitute endorsement providing at least as broad coverage. ii. Property insurance shall be written on an all risk basis. D. Minimum Amounts of Insurance The Lessee shall maintain the following insurance limits: i.Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. ii. Property insurance shall be written covering the full value of Lessee's property and improvements with no coinsurance provisions. E. Other Insurance Provisions The Lessee's Commercial General Liability insurance policy or policies are to contain, or be endorsed to contain that they shall be primary insurance as respect the City. Any insurance,self-insurance, or self-insured pool coverage maintained by the City shall be excess of the Lessee's insurance and shall not contribute with it. F. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. G. Verification of Coverage The Lessee shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Lessee. H. Waiver of Subrogation Lessee and the City hereby release and discharge each other from all claims,losses and liabilities arising from or caused by any hazard covered by property insurance on or in connection with the premises or said building. This release shall apply only to the extent that such claim, loss or liability is covered by insurance. I.Notice of Cancellation The Lessee shall provide the City with written notice of any policy cancellation within two business days of their receipt of such notice. J.Failure to Maintain Insurance Failure on the part of the Lessee to maintain the insurance as required shall constitute a material breach of lease,upon which the City may, after giving five business days' notice to the Lessee to correct the breach, terminate the Lease or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith,with any sums so expended to be repaid to the City on demand. K. Public Entity Full Availability of Lessee Limits If the Lessee maintains higher insurance limits than the minimums shown above,the City shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Lessee,irrespective of whether such limits maintained by the Lessee are greater than those required by this contract or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the Lessee. 16. Assignment and subletting. Neither this lease nor any right hereunder may be assigned, transferred, encumbered, or sublet in whole or in part by lessee,by operation of law or otherwise (except assignment by Lessee of its rights hereunder to a successor nonprofit organization), without lessor's prior written consent, which consent will not be unreasonably withheld. If lessor shall give its consent to any assignment or sublease,this Section 16 shall nevertheless continue in full force and effect and no further assignment or sublease shall be made except in accordance with this paragraph. Notwithstanding anything to the contrary herein, lessee may make the premises available on a fee- basis and consistent with applicable laws, for related and supportive activities which promote the purpose of this agreement,as a way to enhance operating revenues,and without first obtaining the written consent of lessor. 17. Damage or destruction. If the premises are damaged or destroyed by fire or any other cause, lessor shall restore the premises, except for such fixtures, improvements, and alterations as are installed by lessee in accordance herewith, as nearly as practicable to their condition immediately prior to such damage or destruction. Lessee, at Lessee's expense, shall so restore all such approved fixtures, improvements, and alterations installed by lessee. The obligations to restore provided in this Section 17 shall be subject to lessor's termination rights provided below.Any restoration shall be promptly commenced and diligently prosecuted. Lessor shall not be liable for any consequential damages by reason of any such damage or destruction. Notwithstanding any of the foregoing provisions of the next preceding paragraph, in the event the premises shall be destroyed or damaged to such an extent that lessor deems it is not economically feasible to restore the same, then lessor may terminate this lease as of the date of the damage or destruction by giving lessee notice to that effect. 18. Surrender of premises. 18.1 CONDITION OF PREMISES. Upon expiration of the initial term or any renewal term or earlier termination on account of default,lessee shall quit and surrender the premises in good,neat,clean, and sanitary condition,except for reasonable wear and tear and damage caused by any act or omission by lessor, its employees,agents, invitees, or licensees, and lessee shall deliver all keys to lessor. Alterations constructed by lessee with permission from lessor shall not be removed or restored to the original condition unless the terms of permission for the alterations so provide. All repair for which lessee is responsible shall be completed to the latest practical date prior to such surrender. Lessee's obligations under this Subsection 18.1 and shall be subordinate to the provisions of Section 17 relating to destruction. 18.2 FIXTURES. Lessee may install on the premises such equipment as is customarily used in the type of business conducted by lessee on the premises.Upon the expiration or sooner termination of this lease,lessee shall,at lessee's expense,remove from the premises all such trade fixtures and all other property placed on the premises by lessee including movable furniture,decorations,floor coverings(other than hard surface bonded or adhesively fixed flooring),curtains,blinds,and furnishings.Lessee shall repair any damage to the premises occasioned by the removal of such trade fixtures or other property, Any property left in the premises after the expiration or sooner termination of this lease shall be deemed to have been abandoned by lessee and become the property of lessor to dispose of as lessor deems expedient without accounting to lessee therefor. All fixtures placed upon the premises during the term, other than lessee's trade fixtures,shall,at lessor's option,become the property of lessor.If lessor so elects,Lessee may remove any or all fixtures which would otherwise remain the property of lessor and may repair,at Lessee's expense, any physical damage to the premises occasioned by such removal. Upon a default as hereinabove provided,this agreement shall be terminated. In such event, all personal property of lessee shall be removed within sixty(f 0)days of the termination date or revert to ownership of lessor. 19. Dispute resolution. In the event a dispute arises as to whether the parties are complying with the terms of this agreement,the parties hereby agree to use the following dispute resolution procedure before pursuing any other remedy, First, lessor's city manager and Lessee's president, or their designees, shall meet to resolve the dispute within twenty (20) days of written notice by either party, If the dispute continues,either party may give written notice to the other to call a Resolution Panel consisting of lessor's designee,Lessee's designee,and a third designee selected by the first two.It is intended that the Resolution Panel be comprised of designees that are neutral and detached and are not employed by or on the governing boards of either party to this agreement. In the event the parties are unable to agree upon the third member of the Resolution Panel,either party may petition the Superior Court of Clallam County for the appointment of the third member of the Resolution Panel.Each party shall be responsible for any costs or fees associated with its representative and shall equally pay for any costs or fees associated with the third member. The parties shall present the dispute to the Resolution Panel within thirty (30) days of the selection or appointment of the third member of the panel. The Resolution Panel shall render a decision within thirty 30) days of the presentation or as soon as is otherwise reasonably practicable. The decision of the Resolution Panel shall be binding upon the parties,and any violation or failure to comply with such decision shall constitute a default hereunder. 20. Termination.Failure of either party to comply with any term or condition,or to fulfill any obligation,of this agreement within thirty(30)days after written notice from the other party,specifying the nature of the default with reasonable particularity and stating the necessary remedial action to be taken, shall constitute a default hereunder. However,if the default is of such a nature that it cannot be completely remedied within a thirty(30)day period,this provision shall be complied with if the defaulting party begins correction of the default within the thirty(30)day period and thereafter proceeds with reasonable diligence and good faith to effect the remedy as soon as reasonably practicable. 21. Fiscal records.Lessee shall maintain fiscal records and accounts consistent with practices of similar non-profit organizations,which shall include,at a minimum,a monthly statement of income and expenses and balance sheet of assets and liabilities.Additionally,Lessee shall provide an annual financial report to lessor and shall maintain its records so that lessor or an outside auditor may inspect and audit the records with proper notice. In addition,lessee shall provide a quarterly activity report which details events held,operational hours,revenue and expense summaries,and other data as can be reasonably provided and acceptable to lessor. These records and reports are intended to assist the lessor in measuring the lessee's performance in meeting the objectives identified in Section 2 of this agreement. 22, Nondiscrimination. Lessee agrees to manage and operate under this agreement in a fair, equal, and non-discriminatory basis to all users of the premises without discrimination to any person or group of persons in any manner prohibited by applicable local,state,or federal laws and regulations. 23, Notices.All notices,demands,and requests to be given by either party to the other shall be in writing.All notices,demands,and requests may be personally served or mailed. If mailed,such notices, demands,and requests shall be sent by certified or registered mail to the parties at the addresses below their respective signatures herein. 24. Non-waiver.Time is and shall be of the essence of this lease and of each and every part hereof, and no failure of a party to insist upon the strict performance of any provision hereof shall be construed as depriving such party of the right to insist upon strict performance of such provision or any other provision in the future. Pilo waiver of any provision of this lease nor any alteration, modification,or abandonment of any covenant,term,or condition of this lease required to be performed shall be deemed to have been made unless expressed in writing and signed by the parties.No acceptance of rent or of any other payment by lessor from lessee after any default by lessee shall constitute a waiver of any such default or any other default. 25. Attorney's fees. In connection with any controversy, claim, or dispute (including arbitration,administrative, bankruptcy, and judicial proceedings,including appeals therefrom) arising out of or relating to this agreement, the method and manner of performance hereunder, or the breach hereof, the prevailing party shall be entitled to and awarded,in addition to any other relief,a reasonable sum as and for its attorney's fees and costs. If neither party wholly prevails, the party that substantially prevails shall be awarded a reasonable sum as and for attorney's fees and costs. Attorney's fees shall include services rendered whether or not a lawsuit is commenced, services rendered at both the trial and appellate court levels, as well as services rendered subsequent to judgment and obtaining execution thereon, Such fees, costs, and expenses shall bear interest at the highest rate allowable under Chapter 19.52 RCW`,as now or hereafter amended,but in any event not less than twelve percent(12%)per annum. 26Binding effect. Subject to the provisions of Section 16 above, this lease shall be binding upon and inure to the benefit of the parties hereto and their respective personal and legal representatives, successors,and assigns. 27. Memorandum of tease."This lease shall not be recorded without the prior written consent of lessor, The parties agree to execute and acknowledge a memorandum of this lease in a form suitable for recording evidencing the commencement date and expiration date of this lease and any special provisions hereof. Upon expiration or sooner termination of this lease, lessee shall execute in recordable form and deliver to lessor a quit claim deed covering the premises. 28. Entire agreement. This document contains the entire, and integrated lease agreement of the parties and there are no terms,obligations,covenants,or conditions of said lease agreement other than those contained herein.This document may,not he modified except in writing signed and acknowledged by all parties hereto. 29, Miscellaneous. 29.1 CAPTIONS AND CONSTRUCTION. 'rbe captions in this lease are for the convenience of the reader and are not to he construed in the interpretation of its terms. 29.2 INTERPRETATION. This lease has been submitted to the scrutiny of all parties hereto, and their legal counsel, if desired, and shall be given a fair and reasonable interpretation in accordance with the language hereof,without consideration or weight being given to its having been drafted by any party hereto or its legal counsel. 29.3 CONFLIC'I'OF PROVISIONS. In case of conflict,the more specific provision of this lease shall control. 29.4 Rf-'.I.,A'I'IONSI--IIP OF PARTIES. Nothing contained herein shall create the relationship of principal and agent, master and servant, independent contractor, or of partnership or joint venture between the parties hereto, and no provisions contained herein shall be deemed to create any relationship between the parties other than that of landlord and tenant. 29.5 GOVERNING LAW. This lease shall be governed by the laws of the State of Washington and venue shall be in Clallarn County. 29.6 ESTOPPEL CERTIFICATE. Lessor and lessee agree from time to time promptly to execute, acknowledge, and deliver to the other party a statement in writing certifying that this lease is unmodified and in full force and effect (or if there have been modifications that the same is in full force and effect as modified and stating the modifications),whether any party is in default or breach of this lease, and the dates to which the basic rent and other charges have been paid in advance,if any, 29.7 NUMBER;GENDER;PERMISSIVE VERSUS MANDA,rORY USAGE. Where the context permits, references to the singular shall include the plural and vice versa, and references to the neuter gender shall include the feminine and masculine. Use of the word "may" shall denote an option or privilege and shall impose no obligation upon the party which may exercise such option or privilege. Use of the word "shall"shall denote a duty or an obligation. 29.8 Access. The City shall have the right to enter the premises at all reasonable times for the purpose of inspection or of making repairs,additions or alterations. Except for emergencies,City shall give 24 hours prior notice to Lessee of City's intent to inspector repair the premises. 29.9 Holding Over. If Lessee,with the implied or express consent of the City,shall hold over after expiration of the term of this lease, Lessee shall remain bound by all the covenants and agreements herein,except that the tenancy shall be from month to month. 30. Default and Re-entry. If the Lessee fails to maintain and operate its business or fails to keep or perform any or all of the covenants and agreements herein contained,and fails to cure said default within 30 days of notice of default by City,then this lease may be terniffiated. If the Lessee shall fail to quit and surrender said premises upon termination of this lease or any extension thereof,the Lessee shall be liable to lawful eviction. 31. Environmental Contamination and Structural Defects.Lessee acknowledges that possible pre-existing environmental contamination exists on the premises. Lessor may terminate this lease with sixty days'notice if lessor is completing a Washington State Department of Ecology directed or other environmental remediation. IN WITNESS WHEREOF,the parties hereto have executed this instrument in duplicate the day and year first above written. CI .0tS, RT ANGELES(lessor): Port Angeles Area Public Access By: By: Z Signature Signature Title Title Date Date Approved as to form.- Attest: Q' IWilliamI6r,-Cftyear" Jennifer Vencklasen,City C, STATE OF WASHINGTON) ss. County of Clallam ANW. On this-2n day of-Mafeh-, 2018, before me, a Notary Public for the State of Washington, duly commissioned and sworn,personally appeared Dan McKeen, to me known to be the City Manager of the City of Port Angeles,the municipal corporation that executed the foregoing instrument,and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument, and that the seal affixed is the seal of said municipal corporation. Given under my hand and official seal the day and year first in this certificate above written. 1" 9$`hY`Public'ZiTrWithe State of Washington, ing at Port Angeles. My commission expires: 12, STATE OF WASHINGTON) ss' County of Clallam, On this 2" day o&L4 2018, before me, a Notary Public for the State of Washington, duly commissioned and sworn, personally appeared A4 to me known to be the pj26,$j,Pri4r' of the Peninsula Area Public Access, corporation that executed the foregoing instrument,and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that—he was authorized to execute said instrument,and that the seal affixed is the seal of said municipal corporation. Given under my hand and official seal the day and year first in this certificate above written. 1101 e Z, o*ry PubiiclMij"r the State of Washington,residing at Port Angeles. My commission expires: 12-2,6•ZOZ4 j H:a LE ASES'a LEASES Carfb*e 1casempd I Augw it 18,2003 City of Port Angeles Record # 001065 LEASE AGREEMENT THIS LEASE AGREEMENT is made this day of / , o' L. 2016, by and between the City of Port Angeles, a municipal corporation of the Stat; of Washington, hereinafter known as the City, and Peninsula Area Public Access (PAPA) organization, a non- profit corporation, hereinafter known as Lessee. 1. Premises. For and in consideration of the mutual promises, covenants and conditions set forth herein, the City does hereby covenant and agree to let and lease unto the Lessee the second floor of the building located at 215 South Lincoln, Port Angeles, Washington. 2. Term. This lease shall be for a period of two (2) years commencing on the first day of 2016, and terminating at midnight on r 1 36 , 2019'. The Lease is granted with full ui iderstlinding and acknowledgement of the follo ing conditions of the building and facts related to the building which they are leasing the second floor: The consideration for this lease is in exchange for services, maintenance and clean up performed for this City owned building. The Lessee shall supply and install all improvements necessary for complying with the International Building Code shall be completed prior to final occupancy. The Lessee must obtain all applicable building permits for required work from the City. Lessee acknowledges receipt of a detailed assessment of the building and acknowledges and understands that Lessee must mitigate environmental contaminants in the building prior to occupancy. The City will have no responsibilities for maintenance or operation of the building. The Lessee acknowledges that a sale of the building is pending and should ownership transfer the new owner will have full control over the lease. The sale agreement will provide that the purchaser continue to lease to PAPA for the remainder of the lease term. Maintenance and repairs to be performed by Lessee include: Installation of exterior lighting, repair and repaint. interior walls and ceilings, preservation of building fayade, replacement of missing terra cotta tiles, repair of approximately three leaks, repair of the roof. 3. Use of the Premises. The Lessee shall not operate on, or permit the operation upon these premises of, any unlawful activities, or any public nuisance or any business which is in violation of the laws of the United States of America, the State of Washington, or the City of Port Angeles. 1- 4. Repairs and Maintenance. Premises have been inspected and are accepted by Lessee in their present condition. Lessee shall, at its own expense and at all times, keep the premises neat, clean and in a sanitary condition, and keep and use the premises in accordance with applicable laws, ordinances, rules, regulations, and requirements of governmental authorities. Lessee shall permit no waste, damage or injury to the premises and shall remove ice and snow from sidewalks adjoining the premises. Lessee shall make such repairs as necessary to maintain the premises in as good condition as they now are. The Lessee shall be responsible for the maintenance and upkeep in a safe condition and presentable manner. The Lessee shall be responsible for securing, at Lessee's expense, any permit required for repair, maintenance or construction on the premises. 5. Subletting or Assignment. The Lessee shall not sublease or underlet any part of said premises nor assign this sublease without the written consent of the City which consent will not be unreasonably withheld. 6. Liability and Insurance. The Lessee shall forever indemnify, defend, and hold the City harmless from all losses, claims, and damages for any injury to person or property that may result from or be caused in any manner by the Lessee's use, maintenance or repair of the premises, and the Lessee shall defend any claim or litigation against said City arising from such injuries at the Lessee's expense, except the Lessee shall have no obligation to defend or save and hold the City harmless from damages arising from the sole negligence of the City, its agents, contractors or employees. The Lessee shall provide proof of general liability insurance in the amount of$1,000,000.00. The Lessee shall cause the City of Port Angeles to be named as an additional insured on all liability policies and provide endorsement of insurance to the City. In the event Lessee's use of the premises increases the rating for fire and extended coverage or liability insurance, Lessee agrees to pay for such increase. 7. Improvements. Lessee agrees to make all connections and do all wiring needed to provide electricity inside the building for the uses and purposes of the Lessee. Lessee will be solely responsible for the cost of providing or upgrading such services. All such utility work shall be pursuant to appropriate permits and inspected by the City. Lessee shall save City harmless and satisfy any charges that may result from any work performed on said building or for utilities done to service said building. Lessee shall make no structural alterations to said premises without the prior written approval of City. Upon the expiration or termination of this lease, any improvements become the property of the building owner. 2- 8. Default and Re-entry. If the Lessee fails to maintain and operate its business as described in Section 4, or fails to keep or perform any or all of the covenants and agreements herein contained, and fails to cure said default within 30 days of notice of default by City, then this lease may be terminated. If the Lessee shall fail to quit and surrender said premises upon termination of this lease or any extension thereof, the Lessee shall be liable to lawful eviction. 10. Utilities and Fees. Lessee agrees to put all utilities in Lessee's name and pay all charges for light, heat, water, sewer, garbage, stormwater and all other utilities and services to the premises during the full term of this lease and any extensions thereof. All other items including all license fees and other governmental charges levied on the operation of Lessee's business on the premises shall be paid directly by Lessee. 11. Signs. All signs or symbols placed by Lessee in the windows and doors of the premises, or upon any exterior part of the building shall be subject to City's prior written approval, which approval shall not be unreasonably withheld. All signs must comply with sign ordinances and be placed in accordance with required permits. City may demand the removal of signs which are not so approved and Lessee's failure to comply with said request within forty-eight (48) hours will constitute a breach of this paragraph and will entitle City to terminate this lease or, in lieu thereof, to cause the sign to be removed at the sole expense of the Lessee. At the termination of the lease, Lessee will remove all signs placed by it upon the premises and will repair any damage caused by such removal. 12. Liens and Insolvency. Lessee shall keep the premises free from any liens arising out of any work performed by or at the request of Lessee. Should any liens be filed against said property as a result of the acts or omissions of Lessee and Lessee does not promptly remove said liens, then City may cancel this lease or pursue other remedies at its option. In the event Lessee becomes insolvent, bankrupt or if a receiver, assignee or other liquidating officer is appointed for the business of Lessee, City can cancel this lease at its option. 13. Damage or Destruction. In the event the premises are rendered untenantable in whole or in part by fire, the elements, or other casualty, City may elect, at its option, not to restore the premises and shall so notify Lessee, in which event Lessee shall vacate the premises and this lease shall be terminated; or in the alternative, City shall notify Lessee, within thirty (30) days after such casualty that City will undertake to restore the premises and that such work can be completed within one hundred eighty (180) days from the date of such notice of intent. If City is unable to restore or rebuild the premises within the said one hundred eighty (180) days, then the lease may be terminated at Lessee's option by written ten (10) days notice to City. During the period of untenantability, rent will abate in the same ratio as the portion of the premises rendered 3- untenantable bears to the whole of the premises. 14. Access. The City shall have the right to enter the premises at all reasonable times for the purpose of inspection or of making repairs, additions or alterations. Except for emergencies, City shall give 24 hours prior notice to Lessee of City's intent to inspector repair the premises. 15. Facilities Nondiscrimination. The Lessee will not, on grounds of race, color, religion, sex, physical or mental handicap, or national origin: A. Deny an individual any services or other benefits provided under this agreement; B. Provide any service(s) or other benefits to an individual which are different, or are provided in a different manner from those provided to others under this agreement; C. Subject an individual to segregation or separate treatment in any manner related to the receipt of any service(s) or other benefits provided under this agreement; D. Deny any individual an opportunity to participate in any program provided by this agreement through the provision of services or otherwise, or afford an opportunity to do which is different from that afforded others under this agreement. The Lessee, in determining (1) the types of services or other benefits to be provided or 2) the class of individuals to whom, or the situation in which, such services or other benefits will be provided or (3) the class of individuals to be afforded an opportunity to participate in any services or other benefits, will not utilize criteria or methods of administration which have the effect of subjecting individuals to discrimination because of their race, color, sex, religion, national origin, creed, or the presence of any sensory, mental or physical handicap. 16. City's Right to Cure Defaults. A. If the Lessee fails to perform any requirements or obligations under this lease, the City shall have the option to correct any default of this lease by the Lessee after thirty (30) days' written notice to the Lessee. All of the City's expenditures to correct the default shall be reimbursed by the Lessee on demand, with interest at the rate of one percent (1%) per month accrued from the date of expenditure by the City. B. In the event any violation or breach of the provisions of this lease is causing damage to the leasehold premises or the Lessee is utilizing the leasehold premises in a manner not permitted by the provisions of this lease, or in any case damages 4- are occurring to the leasehold premises, the City may immediately enter upon the leasehold premises and take such action as necessary to cease such damages or use. In the event the damage to the leasehold is occurring as a result of any violation or breach of provisions of this lease by Lessee, the Lessee shall be liable for all costs incurred by the City if the City acts to cure such damages. The City, at its option, may send notice to the Lessee of such violations and the Lessee shall immediately cease such use or violation and correct and remedy such violations. 17. Removal of Property. In the event the City lawfully re-enters the premises as provided herein, the City shall have the right, but not the obligation, to remove all of the personal property located therein and to place such property in storage at the expense and risk of Lessee. 18. Costs and Attorney's Fees. If, by reason of any default or breach on the part of any party in the performance of any of the provisions of this lease, a legal action is instituted, the losing party agrees to pay all reasonable costs and attorney's fees in connection therewith. It is agreed that the venue of any legal action brought under the terms of this lease shall be in Clallam County. 19. Holding Over. If Lessee, with the implied or express consent of the City, shall hold over after expiration of the term of this lease, Lessee shall remain bound by all the covenants and agreements herein, except that the tenancy shall be from month to month. 22. Binding on Heirs, Successors and Assigns. The covenants and agreements of this lease shall be binding upon the heirs, executor, administrators, successors, and assigns of both parties hereto, except as hereinabove provided. 23. Notice. Any notice required to be given by either party to the other shall be deposited in the United States mail, postage prepaid addressed to the City at: City of Port Angeles, 321 East 5th Street, P.O. Box 1150, Port Angeles, WA 98362 or to Lessee at: Edna Willadsen, 1719 E. Lambert Ln, Port Angeles, WA 98362 or at such other address as either party may designate to the other in writing from time to time. 24. Litigation. In the event this lease, its terms, it use, its occupation or it in any way becomes a matter of litigation, the City shall be notified of such litigation within fifteen (15) days after such litigation is begun. Failure to notify the City of such action shall be cause for cancellation or termination of this lease. This lease shall be governed by and construed in accordance with the provisions of the ordinances of the City and with the laws of the State of Washington, and applicable federal law. If legal action is necessary to enforce same, exclusive jurisdiction and venue shall lie in the Superior Court of Clallam County, Washington. 5- 25. Capacity f Signatories. Each individual executing this lease on behalf of the City and Lessee represents and warrants that he or she is duly authorized to execute and deliver this lease on behalf of said party. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the date first written above. THE CITY OF PORT ANGELES LESSEE: PENINSULA AREA PUBLIC ACCESS Dan McKeen, City Manager Edna Willadsen, Agent Attest: VOKV) J nnifer eneklasen, City Clerk Appr ved As To Form: William E. Bloor, City Attorney STATE OF WASHINGTON ss. COUNTY OF CLALLAM On this day personally appeared before me Edna Willadsen,to me known to be the agent of Peninsula Area Public Access, that executed the within and forgoing instrument, and acknowledged said instrument to be the free and voluntary act and deed for the uses and purposes therein mentioned and on oath stated that she is authorized to execute the said instrument. GIVEN unto my hand and official seal this day of 2016. i 6- r< e e rr61 N: C3 U;0•`P t.`` NOTARY PUBLIC in and for the State of Washington TATEOF ` 1 residing at: U! t WA V1111111/1%00 My commission expires: STATE OF WASHINGTON ss. COUNTY OF CLALLAM On this day personally appeared before me Dan McKeen,to me known to be the City Manager of the City of Port Angeles that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said municipal corporation,for the uses and purposes therein mentioned and on oath stated that he is authorized to execute the said instrument. GIVEN unto my hand and official seal this day of 2016. N ARY P BLIC in and for the State of Washington residing at: My commission expires: - n(Aa C 0.6 7-