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HomeMy WebLinkAboutElisabeth MellBUILDING LEASE AGREEMENT THIS LEASE dated for referencepurposes only, the J de dayof /Y 2015 is made byand between Y9 � twee Elisabeth Mell, LLC (hereinafter called "LESSOR") and Mason County (hereinafter called "LESSEE"). WITNESSETH FOR AND IN CONSIDERATION OF THE mutual promises, covenants and conditions hereinafter set forth, the parties agree as follows: PREMISES 1. Lessor does hereby lease to Lessee, subject to the terms and conditions hereinafter set forth, those certain premises being approximately 18,000 square feet of space as outlined in Exhibit "B" attached hereto (hereinafter called "PREMISES"), which leased Premises are situated upon land described in Exhibit "A" attached hereto, more commonly known as KNEELANDS ADD BLK: H TRS 1,2 & 8 Address: 305 S. 1st Street., Shelton, WA. 98584. TERM 2. A. The term of this Lease shall be for Three (3 ) Years and 0 ( 0 ) Months commencing the 1st day of 2015 , or as soon thereafter as the Premises may be ready for occupancy, and shall end on the 1st day of , 2018 ,unless sooner terminated pursuant to any of the provisions of this Lease. B. Option to Extend. Subject to the provisions of this Lease, the Lessor hereby grants to the Lessee an option to renew this Lease for an additional Five (5) year extension with a cost escalator not to exceed 10% annually, subject to terms, conditions and rental then agreeable to Lessor and Lessee. 2.2 Delay in Commencement Notwithstanding said Commencement Date: If for any reason Lessor cannot deliver possession of the Premises to Lessee on said date, Lessor shall not be subject to any liability therefore, nor shall such failure affect the validity of this Lease or the obligations of Lessee hereunder. In such case, the date of commencement and termination of the Lease, as set forth above, shall be extended a period of time equal to the period of any delay in delivery of possession of the Premises; provided that the termination date shall he further extended for the additional number of days required, if any, to have the lease term expire on the last day of a calendar month. The Lessee shall not be obligated to pay rent until possession of the Premises is tendered to Lessee, provided, however, that if Lessor shall not have delivered possession of the Premises within ninety (90) days from said Commencement Date, Lessee may, at Lessee's option, by notice in writing to Lessor within ten (10) days thereafter, cancel this Lease, in which event the parties shall be discharged from all obligations hereunder. If Lessee occupies the Premises prior to said Commencement Date, such occupancy shall be subject to all provisions hereof. 2.3 Lessee and the Lessor agree to a (3) three year lease commitment by both parties. The Lessor agrees to not sell the property during the lessee's entire lease period RENT AND PAYMENTS 3. Lessee covenants and agrees to pay Lessor at the office of Lessor, Heritage Bank — Shelton, WA or to such other parties or at such other places as Lessor may hereinafter designate in writing to Lessee, without offsets or deductions, as the base rent sum of One Thousand, Five Hundred and No/100 Dollars ($1,500.00 ) per month for the first twelve months after which time the rent will be raised to One thousand eight hundred and No/100 (1,800.00) Dollars per month for the second twenty-four months, which said amount is payable in advance on the first (1st) day of each and every month during the term hereof. Said monthly rental is to be payable in lawful money of the United States of America. See page 7 #36 ADDITIONAL PROVISIONS LEASE PAYMENTS Should, for any reason, the term of this Lease commence on any date other than the first (1st) day of the month, the base rent for the first fraction of a month of the term hereof shall be payable in advance on the first (1st) day of the term hereof, and shall be prorated in proportion to the number of days of such fractional month included in the term of the Lease. Except as otherwise expressly herein provided, should the tenant fail to make any installment of rent or pay any other sum due Lessor hereunder, within ten (10) days after such amount is due, Lessee shall also pay to Lessor as additional rent, a late charge equal to five per cent (5%) of each such installment. SECURITY DEPOSIT 4. Lessee shall deposit with Lessor upon execution hereof, N/A Dollars ($N/A) as security for Lessee's faithful performance of Lessee's obligations hereunder. If Lessee fails to pay rent or other charges due hereunder, or otherwise defaults with respect to any provision of this Lease, Lessor may use, apply or retain all or any portion of said deposit for time payment of any rent or other charge in default; or for the payment of any other sum to which Lessor may become obligated by reason of Lessee's default; or to compensate lessor for any loss or damage which Lessor shall, within ten (10) days after written demand therefore, deposit cash with Lessor in an amount sufficient to restore said deposit to the full amount hereinabove stated; and Lessee's failure to do so shall be a material breach of this Lease. Lessor shall not be required to keep, said deposit separate from its general accounts. If Lessee performs all of Lessee's obligations hereunder, said deposit, or so much thorough as has not theretofore been applied by Lessor, shall be returned without payment of other increment for its use to Lessee (or, at Lessor's option, to the last assignee of any of Lessee's interest hereunder) at the expiration of time term hereof and after Lessee has vacated the Premises. Not trust relationship is created herein between Lessor and Lessee with respect to said Security Deposit. COMMON AREAS 5. Common areas include parking areas, entrances and exits thereto, driveways and truck serviceways, sidewalks, and other areas and facilities provided for the common or joint use and benefit of occupants, their employees, agents, BUILDING LEASE AGREEMENT PAGE 2 customers and invitees, except as provided in section 6 below. Lessor shall, during the tel in of this Lease, maintain all of the areas designated as "common areas" in such a manner and at such a cost as the Lessor in his sole judgment may reasonable determine. Lessor reserves the right, from time to time, to reasonable alter said common area and to exercise control and management of the common areas and to establish, modify, change and enforce such reasonable rules and regulations as Lessor in its discretion may deem desirable Lessee agrees to abide by and conform to such rules and regulations and shall be responsible for the compliance with same by its employees, agents customers and invitees. The failure of Lessor to enforce any such rules and regulations against Lessee or any other tenant shall not be deemed to be a waiver of same. Lessor shall have the right to close all or any portion of the common areas at such times and for such periods as may, in the opinion of Lessor, be necessary to prevent a dedication thereof, or to preserve the status thereof as private property or to prevent the accrual of any rights in any person; and Lessor may also close said common areas for purposes of maintenance and repair as may be required from time to time. MAINTENANCE AND REPAIRS 6 The premises including all fixtures and appurtenances, have been inspected and are accepted by Lessee in their present condition Lessee will permit no waste, damage, or injury i:o these premises. Lessee shall maintain and keep in good repair the leased premises; including, but not limited to all walls or windows (which exterior surface Lessee will maintain ; and Lessee shall maintain and keep in good repair all damage caused by reason of Lessee's failure to keep free and open any pipes and plumbing on said premises Lessee shall be liable for the removal of snow and ice from the roof, sidewalks immediately in front of said premises Said premises shall at all times be kept and used in accordance withall direction rules and regulations of the health officers fire marshal, building inspectors and other proper officials all at the sole cost and expense of the Lessee. The Lessee shall be allowed to make improvements to the interior of the building for the Lessee's specific usage providing the Lessee returns the building to its original condition at the conclusion of the lease term. The premises have been inspected and are accepted by the Lessee in their present condition and the Lessee will at all times keep the premises neat and clean andina sanitary condition and will maintain the interior of the premises in good order and repair at all times The Lessor shall be responsible for the building structurally and for the maintenance and repair of the building exterior. The Lessee shall be responsible for all glass and glazing Unless otherwise agreed in writing all trade fixtures shall remain with the building and become the property of the Lessor. The Lessor agrees to cover costs of any environmental mitigation associated with the use of the building prior to occupancy by the lessee. UTILITIES AND TAXES 7. The Lessee Covenants and agrees to pay for: utilities for electricity, natural gas, water/sewer, and regular garbage service. A. Lessee is to pay for all other public utilities not specifically stated herein which shall be used in, or charged against, the leased premises as a result of Lessee's occupancy during the term of this Lease. Lessor shall not be liable for any injury or damages suffered as a result of the interruption of these utilities services by fire or other casualty, strike, riot, vandalism, the making of necessary repairs or improvements, or any other cause beyond Lessor's control. B. Should there presently be in effect, or should there be enacted during the term of this Lease any law, statute, or ordinance levying any tax other than Federal, State or city income taxes directly in whole or in part upon rents or the income from real estate or rental property, or increasing any such tax, Lessee and Lessor will negotiate payment of any additional rent at that time. EXAMINATION OF PREMISES 8. Lessee shall examine the Premises before taking possession hereunder and such taking of possession shall be conclusive evidence that Lessee has accepted the Premises in good order and satisfactory condition. NATURE OF USE 9 Lessee shall use time Premises only for County Services , and any other use as Lessor may approve in writing shallcomply with all applicable laws, ordinances, and governmental or municipal regulations and orders, and shall not occupy or use the Premises for any purpose not specially authorized by the Lease and shall not make or peimuit any use of the Premises which may be dangerous to life, limb or property or which increases time premium cost or invalidates any policy of insurance covering or carried on time Premises, the building or its contents. Lessee shall not (a) permit any auction, fire, closing -out or bankruptcy sale in or about the Premises, (b) obstruct the sidewallcs or common areas or use them for business or display purposes, (c) abuse time Premises or common area in any manner, (d) make or pei niit any noise or odor to exit from the Premises which is objectionable to the public to other occupants of time Building, or to Lessor, (e) create, maintain or permit a nuisance thereon, (f) place or permit loudspeakers, or sound amplifiers or any phonograph or similar device on the roof or outside of time Building or at any place where it may be seen or heard outside of the Premises. ALTERATIONS. 10. Lessee will make no alterations in, or additions to, time leased Premises without first obtaining the written consent of time Lessor. Lessor may impose such reasonable conditions on its consent as Lessor deems appropriate in time performance of such work. Lessee agrees to save Lessor harmless from any damage, loss or expense and to comply with all laws, ordinances, rules and regulations of any proper public authority. Upon termination of this Lease, such BUILDING LEASE AGREEMENT PAGE 3 alterations, additions and improvements made in, to, or on the Premises (except unattached moveable business fixtures) shall remain uponand be surrendered as a part of time Premises; provided, however, that upon Lessor s request Lessee shall promptly remove such additions, alterations, or improvements and restore the Premises to its original. condition at Lessee's sole cost and expense ACCIDENTS AND INDEMNITY 11. All persons on the said Leased Premises shall be at the risk of Lessee. Lessor shall not be liable to Lessee for any damage to persons or property resulting form the carelessness, negligence or improper conduct on the part of a co- tenant or anyone other than Lessor, nor will Lessor be liable for any damage, theft or injury to persons or property sustained by Lessee or others in and about the Leased Premises whether or not resulting from any conditions of the Premises or the Buildings and/or common area of which the Premises are a part or other cause; including, but not limited to, damage by water fire, or explosion not resulting from time negligence of Lessor, Lessee shall give Lessor prompt notice of any defects in the Premises to be remedied by Lessor, and Lessee agrees to defend and hold harmless Lessor from any claim, action and/or judgment for injury or damage to persons or property arising from Lessee's use of the Premises, or the conduct of Lessee's business or from any activity, work or things done, permitted or suffered by the Lessee in or about the Premises, unless caused solely by Lessor's negligence. PROPERTY TAX 12. The Lessor shall pay the real property taxes assessed against the land and buildings of whichthe leased. premises form a part. Lessee shall be responsible for any tax on his personal property located on the leased premises. LESSEE'S INSURANCE REQUIREMENTS AND LESSOR' S INSURANCE REQUIREMENTS 13. Lessee at its sole expense shall procure and maintain in full force and effect, general comprehensive public liability insurance in responsible companies qualified to do business in the State of Washington, which shall insure Lessee and his agents and employees against all claims for injuries or death to persons occurring in or about the leased premises in the amount of at least $1 million for any one person and in the amount of $2 Million for any one occurrence, and against all claims for damages of loss of property occurring in or about the leased premises in the amount of $1 Million or such other amounts as Lessor shall deem necessary, based on periodic insurance reviews, in respect to injury or damage to persons or property Lessee agrees to furnish Lessor with policies or certificates of such insurance, naming Elisabeth Mell, LLC as an additional insured. Each such policy shall be noncancelable without at least ten (10) days written notice to Lessor. Lessor agrees to provide fire insurance in reasonable amounts on the building only, not contents. Lessee covenants and agrees that it will not do or permit anything to be done on the leased premises during the term hereof, which will increase the rate of Lessor's insurance on the building which the leased premises fouli a part, above the minimum rate which would be applicable in such premises for the Lessee's type of business; and Lessee agrees that in the event it shall cause such an increase in the rate of insurance, it will, upon request by Lessor promptly pay to the Lessor, as additional rental, any increase in premiums resulting therefrom DAMAGE OR DESTRUCTION 14. Subject to the provisions of this Paragraph 14, if the Premises are damaged and such damage was caused by a fire or other casualty included within the classification of casualty as defined in a standard fire and extended coverage real property insurance policy, Lessor shall, at Lessor's expense, repair such damage, but not Lessee's fixtures or equipment and this lease shall continue in full force and effect. Provided, however, in the event the Premises are damaged to such an extent to render the same untenantable in whole or ina substantial part thereof, or destroyed, it shall be optional with the Lessor to repair or rebuild the same and after the happening of any such event, the Lessee shall give Lessor immediate written notice thereof. Lessor shall have not more than thirty (30) days after notification to notify the Lessee in writing of Lessor's intention to repair or rebuild said Leased Premises, or the part so damaged as aforesaid, but not Lessee's fixtures or requirement, and if Lessor elects to repair or rebuild said Premises, Lessor shall prosecute the wort. of such repairing or rebuilding without unnecessary delay, and oaring such period the rent of said Premises shall be abated in the same ratio that that portion of the Premises rendered for the time being unfit for occupancy shall bear to the whole of the Leased Premises. If the Lessor shall fail to give the notice aforesaid, Lessee shall have the right to declare this Lease terminated by written notice waived upon the Lessor. In the event the building in which Premises hereby leased are located shall be damaged (even though the premises thereby leased shall not be damaged thereby) to such an extent that in the opinion of Lessor it shall not be practicable to repair or rebuild or is destroyed, then it shall be optional with Lessor to terminate this lease by written notice served on Lessee within ninety (90) days after such damage or destruction. If Lessor becomes obligated to repair or reconstruct the Demised Premises or the building as set forth above, Lessor shall be relieved of such obligation and Lessor may terminate the Lease if Lessor is unable to obtain the necessary labor or materials, or if Lessor is unable to perform such obligation due to any cause beyond its control, including but not limited to, strikes lockouts and labor disturbances acts of civil or military authorities, restrictions by municipal authorities, restrictions by municipal ordinances or federal or state statutes amid military activity. If Lessor shall be obligated to repair or restore the Premises under the provisions of this Paragraph 14, and shall not commence such repair or restoration within. (90) days after such obligation shall accrue, Lessee may, at Lessee's option, cancel and terminate this Lease by giving Lessor written notice of Lessees election to do so at any time prior to the commencement of such repair or restoration, in such event, this Lease shall WI urinate as of the date of such notice. BUILDING LEASE AGREEMENT PAGE 4 Upon termination of this Lease pursuant to this Paragraph 14, an equitable adjustment shall be made concerning advance rent and any advance payments made by Lessee or Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's security deposit as has not theretofore been applied by Lessor. EMINENT DOMAIN 15. If the whole of the Premises shall be taken by any public authority under the power of Eminent Domain, or purchased by the condemnor in lieu thereof, than the term of this Lease shall cease as of the date possession is taken by such public authority If only a part of the Premises shall be so taken, the Lease shall tel only as to the portion taken and shall continue in full force and effect as to the remainder of said Premises, and the minimum rent shall be reduced proportionately; provided, however if time remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five (25%) of the rentable square footage of the Premises shall be so taken as to render in Lessor's sole opinion, the termination of this Lease beneficial to the remaining portion of the property described in Exhibit "A", Lessor shall have the right within sixty (60) days of said taking, at its option, to terminate this Lease upon. thirty (30) days written notice to Lessee, in the event of any such taking, whether whole or partial Lessor shall be entitled to any and all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim agamst Lessor for the value of any unexpired tenn of this Lease. TRASH AND GARBAGE 16. Lessee shall place all trash and garbage in such areas and containers and in such manner prescribed by Lessor. Lessee shall not burn any trash and garbage in or about the Buildings. EXTERIOR SIGNS 17. The design and plan for installation of all signs on or exposed to the exterior of the Buildings or exterior of the Premises shall be in conformity with other signs within the property described in Exhibit A" and shall be subject to the written approval of Lessor before installation, and all such signs are to be in accordance withall laws and regulations pertaining thereto. ASSIGNMENT AND SUBLETTING 18.1 Lessor's Consent Required: Lessee shall not voluntarily or by operation of law assign, transfer, mortgage, sublet or otherwise transfer or encumber all or any part of Lessee's interest in. this Lease or in the Premises, without Lessor's prior written consent, which Lessor shall not unreasonable withhold. Any attempted assignment, transfer, mortgage encumbrance or subletting without such consent shall be void, and shall constitute a breach of the Lease. 18.2 Lease Affiliate: Notwithstanding the provisions of Paragraph 18.1 hereof, Lessee may assign or sublet the Premises, or any portion thereof without Lessor's consent, to any Corporation which controls, is controlled by or is under common control with Lessee, or to any Corporation resulting from the merger or consolidation with Lessee or to any person or entity which acquires all the assets of Lessee as a going concern of tune business that is being conducted on the Premises; provided that said Assignment assumes, m full, the obligations of Lessee under this Lease Any such assignment shall not, in any way affect or limit the ability of Lessee under the terms of this Lease even after such assignment of subletting. 18.3 No Release of Lessee: Regardless of Lessor's consent, no subletting or assignment shall release Lessee of Lessee's obligation or alter the primary liability of Lessee to pay the rent and to perform all other obligations to be perfot used by Lessee hereunder. The acceptance of rent by Lessor from another person shall not be deemed to be a waiver by consent to any subsequent assignment or subletting. LESSOR S RESERVATIONS 19. Lessor reserves the right, without Liability to Lessee, to enter the Premises at reasonable hours to make inspections, repairs, alterations, or additions to the Premises or to the Buildings, to exhibit the Premises to prospective tenants, purchasers or others, to display during the last ninety (90) days of the tern, "For Rent" and similar signs on windows or elsewhere in or on the Premises, to change the name of the Building or street address and to perform any acts related to the safety protection preservation, re -letting, sale or improvement of the Premises or of the Buildings. Lessor and Lessor's Contract Manager, workmen andengineers may retain and use a pass -key to the Leased Premises to enable them to examine the Demised Premises from time to time with reference to any emergencies or other general maintenance of the Leased Premises BREACH 20. If Lessee fails to keep or perform any of the covenants and agreements herein contained, then the same shall constitute a breach hereof, and if Lessee has not remedied such breach within ten (10) days after written notice thereof from Lessor if the breach is nonpayment of rent, or within (20) days after written notice thereof in the event of the breach of any covenant, then Lessor may, at its option, without further notice of demand: (A) Cure each breach for the account and at the expense of Lessee and such expense shall be deemed additional rent due on the first of the following month, or (B) Re-enter the Premises, remove all persons therefrom, take possession of the Premises andremove all equipment, fixtures and personal property therein at Lessee's risk and expense, and (i) teiininates this Lease, or (ii) BUILDING LEASE AGREEMENT PAGE 5 without terminating the Lease or in any way affecting the rights and remedies of Lessor or the obligations of Lessee, re - let the whole or any part of the Premises, as agent for Lessee, upon such terms and conditions and for such term as Lessor may deem advisable, in which event the rents received shall first be applied to the costs and expenses or re - letting, including necessary renovation and alteration and any real estate commission incurred, and the balance of such rent shall be applied towards payment of all sums due or to become due to Lessor hereunder, and Lessee shall pay to Lessor monthly any deficiency; however, Lessor shall not be required to pay any excess to Lessee. The failure of Lessor to terminate this Lease at any time for the breach of any of the terms hereof shall be deemed only an indulgence by lessor, and shall not be construed to be a waiver of the rights of Lessor as to any continued or subsequent breach. Other remedies for nonpayment notwithstanding, if any amount due from lessee is not received by Lessor on or before the tenth (10) day following the date upon which such amount is due and payable, a late charge of five per cent (5%) of said amount owed shall become due and payable, which late charge Lessor and Lessee agree represents a fair and reasonable estimate of time processing and accounting costs that Lessor will incur by reason of an annual percentage rate of twelve percent (12%) from the date due or date of invoice whichever is earlier, until paid. The above remedies are cumulative and in addition to any other remedies now or hereafter allowed by law or elsewhere provided for in this Lease REMOVAL OF PROPERTY 21. Any goods or fixtures of Lessee removed by Lessor in accordance with Paragraph 20 (B) above may be stored by lessor at the cost and expense of Lessee and at the sole risk of Lessee and without any further responsibility on the part of lessor and Lessor may, without removing said good or fixtures or after removing said goods and fixtures, at the sole discretion of Lessor, without obligation to do so and with thirty (30) days notice to lessee, sell or dispose of the same at public or private sale for the account of Lessee, in which event the proceeds therefrom may be applied by lessor upon any indebtedness due from Lessee to Lessor. Lessee hereby waives all claims for damages that may be caused by lessor re-entering and taking possession of the Premises and removing or disposing of said good and fixtures as herein provided. COSTS AND ATTORNEY'S FEES 22. If by reason of any default on the part of Lessee, it becomes necessary for the Lessor to employ an attorney or in case Lessor shall bring suit to recover any rent due hereunder, or for breach of any provision of this Lease or to recover possession of the Leased Premises or if Lessee shall bring any action for any relief against Lessor, declaratory or otherwise, arising out of this Lease, the prevailing party shall have and recover against the other party, in addition to time cost allowed by law, such sum as the court may adjudge to be a reasonable attorney s fee In the event time Lessee defaults in the payment of rental, the Lessee agrees to pay for the cost of any collection agency, or attorney, employed by the Lessor. QUIET ENJOYMENT 23. Lessor warrants that it has fullright to execute and to perform the Lease and to grant the estate demised herein, and that upon payment by time Lessee of the rents herein provided and upon the observance and performance of all the covenants terms and conditions on Lessee's part to be observed and demised without hindrance or interruption by Lessor or any other persons lawfully or equitable claiming by through or under the Lessor, subject nevertheless, to the terms and conditions of this Lease. LIENS AND INSOLVENCY 24 Lessee shall keep the Premises free from any liens arising out of any work performed for, materials furnished to or obligations mcurred by Lessee, and shall hold Lessor harmless against the same. If Lessee files a petition in bankruptcy or insolvency or for re -organization under any bankruptcy act or shall be declared insolvent or bankrupt, or if any assignment of Lessee's property shall be made for the benefit of the creditors or otherwise, or if Lessee's leasehold interest herein shall be levied upon under execution or seized by virtue of any writ of any court of law, or a trustee in bankruptcy, or a receiver by appointed for the property of Lessee, whether under operation of the State or the Federal Statutes, then Lessor may, at its option., immediately, without notice (notice being expressly waived), ter urinate this Lease and immediately take possession of said Premises. Such taking of possession shall not, however, terminate the continuing obligations of Lessee, including payment of rent. SURRENDER OF POSSESSION 25 Lessee shall, upon time termination of this Lease or of Lessee's right to possession, remove from the Premises all of Lessee's furniture, trade fixtures, and other unattached personal property, and such alterations, additions or improvements required by Lessor to be removed pursuant to Paragraph 11 above, and shall repair or pay for all damage to the Premises caused by such removal. All such property remaining and every mterest of Lessee in time same shall be conclusively presumed to have been conveyed by Lessee to Lessor under this Lease as a bill of sale, without compensation allowance, or credit to Lessee. Lessee shall, upon termination of this lease or of Lessee's right of possession, deliver all keys to Lessor and peacefully quit and surrender time Premises and all equipment and fixtures comprising a part thereof notice, neat and clean, and in as good condition as when Lessee took possession, except for reasonable wear and tear. HOLDING OVER 26. If Lessee, with time implied or express consent of Lessor, shall hold over the expiration of the term of this Lease, Lessee shall remam bound by all of the covenants and agreements herein except that: (i) the tenancy shall be from month to month, and (ii) the minimum monthly rent to be paid by Lessee shall be the same rate of rental as set forth BUILDING LEASE AGREEMENT PAGE 6 herein unless a different rate is agreed. upon. SUBROGATION WAIVER 27 Lessor and Lessee each herewith andhereby release and relieve the other and waives its entire right of recovery against the other for loss or damage arising out of or incident to the perils of fie, explosion or any other perils described in the `Extended Coverage" insurance endorsement approved for use in the State of Washington which occurs in, on, or about the Premises, whether due to the negligence of either party, their agents, employees or otherwise. OFFSET STATEMENT 28. Lessee shall, at any time upon not less than ten (10) day's prior written notice from Landlord, execute, acknowledge and deliver to Lessor, a statement in writing (a) certifying that this Lease is unmodified and in full force and effect (or, if modified stating the nature of such modification and certifying that this Lease, as so modified is in full force and effect), and the date to which the rentaland other charges are paid in advance, if any; (b) acknowledging that there are not, to Lessee's knowledge any uncured defaults on the part of the Lessor hereunder, or specifying such defaults if any are claimed. Any such statement may be relied upon by any prospective purchaser or encumbrance of all or any portion, of the real property of which the Premises are a part. DEFAULT BY LESSOR 29. Lessor shall not be in default unless Lessor fails to perform its obligations within thirty (30) days after notice by Lessee specifying wherein Lessor has failed to perform; provided, that if the nature of Lessor s obligation is such that more than thirty (30) days of Lessee's notice and thereafter completes Lessor s performance within a reasonable time. SALE OF PREMISES BY LESSOR 30. In the event of any sale of the property described in Exhibit "A", Lessor shall be and is hereby relieved of all liability under any and all of its covenants and obligations contained in or derived from this Lease arising out of any at occurrence or omission occurring after the consummation of such sale; and the purchaser at such sale or any subsequent sale of Premises, shall be deemed, without any further agreement between the parties or their successors in interest or between the parties and any such purchaser, to have assumed and agreed to carry out and all of the covenants and obligations of the Lessor under this lease. NOTICE 31. Any notice required to be given by either party to the other pursuant to the provisions of this Lease or any law, present or future, shall be m writing and shall be deemed to have been duly given or sent if either delivered personally or deposited in the United States mail postage prepaid, registered or certified, return receipt requested, addressed to the Lessor at the address set forth on page 1 of this Lease, except that, upon Lessee's taking possession of the Leased Premises, the Premises shall constitute Lessee's address for notice purposes, or to such other address as either party may designate to the other in writing from time to time ENTIRE AGREEMENT 32 It is expressly understood and agreed by Lessor and Lessee that there are no promises, agreements. conditions, understandings, inducements, warranties, or representations, oral or written, expressed or implied, between them other thanas herein set forth and that this Lease shall not be modified in any manner except by and instrument in writing and executed by time parties. BINDING ON HEIRS, SUCCESSORS AND ASSIGNS 33 The covenants and agreements of this Lease shall be binding upon the heirs, executors, administrators, successors and assigns of both parties hereto, except as hereinabove provided. NON -WAIVER OF BREACH 34. The failure of either party to insist on strict performance of any covenant or condition hereof, or to exercise any option herein contained, shall not be construed as a waiver of such covenant, condition, or option in any other instance. SUBORDINATION 35 This lease and the interest of Tenant hereunder shall at all times be subject to any and all now effective or hereafter executed mortgages and/or deeds of trust which may now or hereafter affect Lessor's estate in the real property of which the Premises form a part and to all renewals, modifications, replacements, or extensions thereof. Tenant shall promptly execute any instruments which may be required to evidence such subordination. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the date set forth below. DATED THIS day of , 2015. BOARD OF COUNTY COMMISSIONERS MASON COUNTY, WASHINGTON BUILDING LEASE AGREEMENT PAGE 7 Elisabeth Mell Approved as to Form: . Tim Whitehead Chief Deputy Prosecuting Attorney , Almanzor, Clerk of the Board STATE OF WASHINGTON Terri Jeffreys, Rand N issioner gather ' .Commis<. Tim Sheldon, Commissioner County of MASON I certify that I know or have satisfactory evidence that Elisabeth Mell signed this instrument and acknowledged it to be free and voluntary act for the uses and purposes mentioned in the instrument. L Cad) OTARY PUBLIC, State of Washin on a y Appointment expires�n li STATE OF WASHINGTON County of MASON I certify that I know or have satisfactory evidence that Terri Jeffreys, Randy Neatherlin, Tim Sheldon signed this instrument and acknowledged it to be free and voluntary act for the uses and purposes mentioned in the instrument. DATED: 1/ze/2n 5