POS Term Lease Agreement, GREEMENT# Tenant ’s Name XX/XX/201X LEASE AGREEMENT DRAFT 4/4/2017 Item No.: 4d_attach Date of POS Term Lease Agreement, GREEMENT# - i - Tenant’s Name XX/XX/201X TABLE OF CONTENTS SECTION 1: LEASED PROPERTY .............................................................................................. 1 SECTION 2: TERM ....................................................................................................................... 1 SECTION 3: RENT ........................................................................................................................ 1 SECTION 4: SECURITY ............................................................................................................... 3 SECTION 5: USE OF PROPERTY ............................................................................................... 4 SECTION 6: UTILITIES ................................................................................................................ 5 SECTION 7: ALTERATIONS; OWNERSHIP OF CERTAIN INSTALLATIONS ..................... 5 SECTION 8: MAINTENANCE AND REPAIR ............................................................................ 7 SECTION 9: TAXES ...................................................................................................................... 7 SECTION 10: COMMON AREAS ................................................................................................ 7 SEC TION 11: INSURANCE AND INDEMNITY ........................................................................ 8 SECTION 12: DAMAGE OR DESTRUCTION .......................................................................... 10 SECTION 13: ASSIGNMENT AND SUBLEASE ...................................................................... 11 SECTION 14: DEFAULT ............................................................................................................ 12 CTION 15: TERMINATION OTHER THAN FOR DEFAULT ............................................ 14 SECTION 16: ACCESS; EASEMENTS ...................................................................................... 15 SECTION 17: NONWAIVER; RIGHT TO PERFORM ............................................................. 15 SECTION 18: SURRENDER AND HOLDING OVER .............................................................. 16 SECTION 19: ENVIRONMENTAL STANDARDS ................................................................... 17 SECTION 20: MISCELLANEOUS ............................................................................................. 18 SECTION 21: SIGNATURES ...................................................................................................... 21 SECTION 22: ACKNOWLEDGMENTS .................................................................................... 22 POS Term Lease Agreement, GREEMENT# -1 - Duwamish Waterway Association (DWA) dba Jim Clark Marina XX/XX/201 7 LEASE AGREEMENT THIS LEASE AGREEMENT (the “Lease”) is made as of this ________ day of the following described Property (the Property ”) located at the Port property commonly known as Terminal 10 2, a legal description of which is attached here to as Exhibit A: Approximately one hundred sixteen thousand and seventy- five (116,075 ) their present condition, and agrees to make any changes in the Property necessary to conform to federal, state and local law applicable to Lessee’s use of the Property . Quiet Enjoyment . So long as Lessee is not in default under this Lease and subject to the specific provisions, covenants and agreements contained in this Lease, the Port covenants and agrees that the quiet and peaceful possession and enjoyment of the Property by Lessee shall not be disturbed or interfered with by the Port or by any other party claiming by or through the Port. SECTION 2: TERM Lease Term This Lease shall be for a term of ten (10) years, beginning July 1 (the “Commencement Date”) and ending June 30, 2027. Opti on to Extend. If Lessee is in compliance with the terms and conditions of this Lease, Lessee has the option to request an extension of the Lease term for one (1) additional ten (10) year term , wi th Base Rent to be adjusted by Lessee agrees to pay as rent (the “Base Rent”) for the Property the sum of EIGHT THOUSAND TWO HUNDRED THIRTY 54/100 DOLLARS ($8,230.54) per month, plus applicable taxes. Base Rent is generally computed as follows: sf of submerged land @ $0.84 /sf/yr = $97,503 /yr ÷ 12 = $8,125.25 /mo. sf of uplands @ $2.532 /sf/yr = $1,263.47 /yr ÷ 12 = $105.29 /mo. POS Term Lease Agreement, GREEMENT# - 2 - Duwamish Waterway Association (DWA) dba Jim Clark Marina XX/XX/201 7 The Base Rent shall constitute the contract rent for purposes of determining taxable rent for assessment of leasehold excise tax. The Base Rent shall be paid to the Port in advance on or before the Rent Commencement Date and, thereafter, on or before the first day of each and every month during the term, at such place as the Port may designate, without any prior demand, and without any abatement, deduction or 3.2.1. Consumer Price Index . The Base Rent stated in Section shall be adjusted effective on the anniversary of the Commencement Date if the first of the month, otherwise, the anniversary of the rst day of the first full month following the Commencement Date , and every twelfth (12th) month thereafter through the term of this Lease, including any extension term (if any), by a percentage equal to the percentage increase for the previous twelve (12) month period, using the index month that is three (3) full months prior to the anniversar month, in the Consumer Price Index for All Urban Consumers, U.S. City Average, all items, as published by the United States Department of Labor, Bureau of Labor Stat istics, or at the Port’s option for the Seattle- Tacoma Bremerton Area (1982 –4= 100) (the “CPI”) In no event will the Port adjust the Base Rent downward as a result of a change in the CPI. If the CPI is not published for any month pertinent to such calculation, the percentage adjustment shall be calculated with reference to the most recent month for which the CPI has been published. If the CPI is discontinued or revised during the Lease term, the Port, at its sole option may use such other government index or computation with which it is replaced shall be used in order to obtain substantially the same results as would be obtained if the CPI had not been discontinued or revised. renegotiation upon receipt of Lessee’s written notice exercising the option to extend the lease by another 10 years. Promptly following such a notice, the parties shall negotiate in good faith for a renegotiate d Base Rent for the forthcoming rent period beginning on July 1, 2027. Unless expressly provided to the contrary in another paragraph of this Lease, such renegotiated Base refer collectively to sums denominated as either Base Rent, ercentage rent (if any), Additional Rent (if any) or any such other sums or charges otherwise payable by Lessee under the terms of this Lease. Failure by Lessee to pay any sum denominated as Rent shall entitle the Port to pursue POS Term Lease Agreement, GREEMENT# -3 - Duwamish Waterway Association (DWA) dba Jim Clark Marina XX/XX/201 7 any or all remedies specified in this Lease as well as remedies specified in RCW Chapter 59.12 or otherwise allowed by law. Late Charges . Lessee hereby acknowledges that late payment by Lessee to the Port of Rent, or any portion thereof, or any other sums due hereunder will cause the Port to incur costs not otherwise contemplated by this Lease. Accordingly, if any installment of Rent, or any portion thereof, or any other sum due from Lessee shall not be received by the Port within ten (10) days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall pay the Port a late charge equal to the greater of five dollars ($5.00) or 5% of such overdue amount. The parties agree that such late charge represents a fair and reasonable estimate of the costs the Port wi ll incur by reason of late payment by Lessee Acceptance of such late charge by the Port shall in no event constitute a waiver of Lessee’s default with respect to such overdue amount, nor prevent the Port from exercising any of the other rights and remedies granted hereunder. 3.4.2. In addition to the late charges provided for in this Section , interest shall accrue on any unpaid Rent and/or other remuneration, or any other sums due hereunder, at the rate of 18% per annum or the maximum rate provided by law, whichever is less, (“the Default Rate”) from the date due until paid , provided, however , the minimum charge of interest shall be five dollars ($5.00). SECTION 4: SECURITY Security . Lessee shall, upon execution of this Lease, obtain and deliver to the Port a good and sufficient corporate surety company bond, irrevocable stand- THIRTY EIGHT THOUSAND THREE HUNDRED AND NIN THREE 04/100 DOLLARS ($ ) in cash deposit provided by Lessee in connection with that certain lease Lease . If Lessee shall have fully performed all terms and conditions of this Lease, any cash deposit security shall be paid to Lessee within six ty ( 0) days following the termination (or xpiration) date without interest; otherwise the Port shall, in addition to any and all other rights Rent or any other unpaid sum due hereunder, or to cure other defaults of Lessee. If the Port uses any part of the Security, Lessee shall restore the Security to its then -currently required amount within fifteen (15) days after the receipt of the P ort’s written request to do so. The retention or application of such Security by the Port pursuant to this Section does not constitute a limitation on or waiver of the Port’s right to seek further remedy under law or equity. POS Term Lease Agreement, GREEMENT# - 4 - Duwamish Waterway Association (DWA) dba Jim Clark Marina XX/XX/201 7 SECTION 5: USE OF PROPERTY Use of Property Lessee shall use the Property for wet moorage of boats and activities associated with marina operations and shall not use them for any other purpose without the written consent of the Port. 5.2. General Standards Regarding Use. ssee shall occupy and use the entire Property for the purpose set forth in Section 5.1., consistent with current and past practices , continuously during the entire term of this Le ase, with the exception of temporary closures for such periods as may reasonably be necessary for repairs or re furbish ing or for reasons beyond Lessee’s reasonable control. 5.2.2. Lessee shall not use or occupy or permit the Property or any part thereof to be used or occupied, in whole or in part, in a manner which would in any way: (i) violate any present or future Legal Requirements, (ii) violate any of the covenants, agreements, provisions and conditions of this Lease, (iii) violate the certificate of occupancy then in force with respect cost and expense, promptly and diligently observe and comply with: (i) all Legal Requirements (including, without limitation, those relating to environmental matters) and the requirements of any fire insurance rating organization and all insurance companies writing policies covering the Property or any part or par ts thereof; (ii) all applicable rules and regulations of the Port pertaining to the other realty of which the Property a part now in existence or hereafter promulgated for the general safety and convenience of the Port, its various tenants, invitees, licensees and the general public; and (iii) all permits, licenses, franchises and other authorizations required for Lessee’s use of the Property or any part thereof. Without limiting the generality of either Section or , Lessee shall comply at all times with all local, state and federal laws, rules and regulations relating to homeland security (“Security Laws”) applicable to the Property or any larger facility of which the Property a part If the Prop erty, either directly or as a result of its location within a larger Port facility, is subject to a government required security plan (“Security Plan”), Lessee will fully and promptly comply with the Security Plan Lessee shall be solely responsible for all of its costs of complying with any applicable Security Laws or Security Plan as well as any fines or penalties incurred (whether by Lessee or the Port) as result of its failure to comply with such Security Laws or Security Plan. Lessee shall not with out the Port’s separate, express written agreement undertake any activities or handle any cargo that would either: (i) subject the Property , or any larger facility of which the Property a part, to any Security Laws to which it is not already then -subject, or (ii) require the adoption of, or any material modification to, a Security Plan POS Term Lease Agreement, GREEMENT# -5 - Duwamish Waterway Association (DWA) dba Jim Clark Marina XX/XX/201 7 applicable to the Property , or any larger facility of which the Property to remain, a Lien upon the Property , including any Alterations (as defined below in Section 7.1 ), fixtures, improvements or appurtenances thereto, except those Liens expressly permitted by in writing by the Port In the event any such Lien(s) have been created by or permitted by Lessee in violation of this provision, Lessee shall immediately discharge as of record, by bond or as otherwise allowed by law, any such Lien(s) . Lessee shall also defend (with counsel approved by the Port), fully indemnify, and hold entirely free and harmless the Port from any action, suit or proceeding brought on or for the enforcement of such L ien(s) . As used in this Section, “Lien” shall mean and refer to any mortgage, lien, security interest, encumbrance, charge on, pledge of, conditional sale or other encum brance on the Property , any Alteration, fixture, improvement or or painted on or within the Property , including windows and doors thereof, without the prior written approval of the Port. Notwithstanding the foregoing, Lessee shall have the right to post small (up to 24 inch by 36 inch) temporary signs adv ertising events of interest to the tenants, the availability of moorage, vessels for sale or other similar uses without the Port’s prior written consent. At the expiration or sooner termination of this Lease, all signs, symbols, advertising matter or canop ies placed on or in the Property by Lessee shall be removed by Lessee at its expense, and Lessee shall repair any damage or injury to the Property and correct any unsightly condition caused by the maintenance or removal of said signs, symbols, canopies or other advertising matter. SECTION 6: UTILITIES Utilities . Lessee shall be liable for and shall pay throughout the term of this Lease, all charges for all utility services furnished or attributable to the Property , including, but not limited to, light, heat, electricity, fire alarm monitoring , gas, water, sewerage and drainage (which includes removal and disposal of sewerage , stormwater and surface water ), recycling, garbage disposal and janitorial services , specifically including reasonable costs and charges associated with the management of such utility services . In the event that the Property is part of a building or part of any larger Property to which any utility services are furnished on a consolidated or joint basis, Lesse e agrees to pay to the Port Lessee’s pro rata share of the cost of any such utility services Lessee’s pro rata share of any such services may be computed by the Port on any a part of any larger roperty of which the Property a part, the Port shall have the right to shut down electric al or other utility services to the Property policies, programs and measures as may be necessary or desirable, in the Port’s discretion, for the conservation and/or preservation of energy or energy related services, or as may be required to comply with any applicable codes, rules and regulations, whether mandatory or voluntary. SECTION 7: ALTERATIONS; OWNERSHIP OF CERTAIN INSTALLATIONS Limitation on Alterations . Lessee shall make no changes, alterati ons, additions, substitutions or improvements (collectively referred to as “Alterations”) to the Property , unless POS Term Lease Agreement, GREEMENT# -6 - Duwamish Waterway Association (DWA) dba Jim Clark Marina XX/XX/201 7 Lessee shall first deliver to the Port plans and specifications for, and obtain the Port’s prior written approval of, such Alterations. All such Alterations shall be done at Lessee’s sole cost and expense and at such times and subject to such conditions as the Port may from time to time designate. With respect to the Marina Assets , Lessee shall not make any major upgrades, repair, replacement or change unless Lessee shall first deliver to the Port plans and specifications for and obtain the Port’s prior written approval of such Alterations. The Port specifically agrees that it will not unreasonably withhold its consent to any such upgrade s, repairs or replacements of imposed by the Port pursuant to Section 7.1, any alterations or improvements permitted by th Port shall be performed: (i) in a good and workmanlike manner; (ii) in compliance with all Legal Requirements; and (iii) in a manner which will not unreasonably interfere with or disturb other tenants of the Port. In addition, prior to commencement of an y Alterations, Lessee shall furnish to the Port proof of property contract with any general contractor and/or sub- contractor shall require the payment of the local prevailing wage. Lessee sha ll, in connection with the labor associated with any work under this Lease, comply with all prevailing wage laws in the State of Washington, as set forth in RCW 39.12 as amended, and the rules and regulations of the Department of Labor and Industries. The rules and regulations of the Department of Labor and Industries and the schedule of prevailing wage rates for the locality or localities where any work under this Lease will be performed as determined by the Industrial Statistician of the Department of Lab or and Industries, are by this reference made a part of this Lease as though fully set forth herein. The Washington Administrative Code Chapter 296-127 relating to prevailing wage can be found at: http://apps.leg.wa.gov/wac/default.aspx?cite=296-127 . Notwithstanding the above, any work done by Lessee itself is exempt from Prevailing Wage requirements. 7.3.1. In connection with this Lease, Lessee will be required to submit to the Port “Statements of Intent to Pay Prevailing Wages” for its contractors and subcontractors at all tiers prio r to commencing work. The Statements of Intent require the approval of the industrial statistician of the Department of Labor and Industries - which shall include the contractor’s registration certificate number; the prevailing rate of wage for each classi fication of workers entitled to prevailing wages under RCW 39.12.020; and the estimated number of workers in each classification. Lessee shall ensure that each Statement of Intent to Pay Prevailing Wages that is submitted to the Port has been approved by t he industrial statistician of the Department of Labor and Industries before said statement is submitted to the Port. Such Statements shall be filed in accordance with the practices and procedures required by the Department of Labor and Industries. Lessee will further be required to submit to the Port “Affidavits of Wages Paid” for its contractors and subcontractors at all tiers. The Affidavits require the certification of the industrial statistician of the Department of Labor and Industries - ich shall include the contractor’s registration certificate number; the prevailing rate of wage for each classification of workers entitled to prevailing wages under RCW 39.12.020; and the estimated number of workers in each classification. Lessee shall ensure that each Affidavit of Wages Paid that is submitted to the Port has been certified by the industrial statistician of the Department of Labor and Industries before said Affidavit is submitted to the Port. Such Affidavits shall be filed in accordance wi th the practices and procedures required by the Department of Labor and Industries. 7.3.3. Pursuant to WAC 296- 127 -040 and WAC 296-127- 045, Lessee shall be responsible for payment to the Department of Labor and Industries the applicable processing fee(s) set fort h in RCW 39.12.070 due with the submittal of each “Statement of Intent to Pay POS Term Lease Agreement, GREEMENT# -7 - Duwamish Waterway Association (DWA) dba Jim Clark Marina XX/XX/201 7 Prevailing Wages” and “Affidavit of Wages Paid.” Lessee shall monitor contractors’ and subcontractors’ compliance with the requirements of this Section 7.5; any failure by Lessee or contractor or subcontractor at any tier to meet the requirements of this Section 7.5 or violation of prevailing wage laws or regulations shall be a material breach of this Lease. 7.3.4. Although not required, the Port encourages Lessee to examine the applica bility of project labor agreements in light of the (i) the project’s needs for labor continuity and stability, including analysis of labor needs by trade; (ii) project complexity, including cost and duration; (iii) value of having uniform working conditions; (iv) potential impact of PLA on small business opportunities; (v) past labor disputes or issues indicating risk of delay; (vi) potential PLA impact on project cost; (vii) project presents specific safety concerns to the public; viii)value of an establi shed PLA grievance process to resolve labor management or jurisdictional disputes; and (ix) any other considerations particular to any work under this Lease. SECTION 8: MAINTENANCE AND REPAIR Maintenance and Repair by Lessee . Lessee shall, at its sole cost and expense, keep the roperty - this Lease, all license fees and all taxes payable for, or on account of, the activities conducted on the Property and all taxes on the property of Lessee on the Property and any taxes on the Property and/or on the leasehold i nterest created by this Lease and/or any taxes levied in lieu of a tax on said leasehold interest and/or any taxes levied on, or measured by, the rentals payable hereunder, whether imposed on Lessee or on the Port. With respect to any such taxes payable by the Port which are based on or measured by the Base Rent payments hereunder, Lessee shall pay to the Port with each Base Rent payment an amount equal to the tax on, or measured by, that particular payment. All other tax amounts for which the Port is or wi ll be entitled to reimbursement from Lessee shall be payable by Lessee to the Port at least fifteen (15) days prior to the due dates of the respective tax amounts involved; provided, that Lessee shall be entitled to a minimum of ten (10) days’ written noti ce of the amounts payable by it. Personal Property Taxes . Lessee shall pay or cause to be paid, prior to delinquency, any and all taxes and assessments levied upon all trade fixtures, inventories and other real or personal property placed or installed in and upon the Property by Lessee. If any such taxes on Lessee’s personal property or trade fixtures are levied against the Port or the Port’s property, and if the Port pays the taxes based upon such increased assessment, Lessee shall, upon demand, pay to the Port the taxes so levied. SECTION 10: COMMON AREAS 10.1. Control of Common Areas by Port. The Port shall at all time s have the exclusive control and management of all parking areas, access roads, driveways, sidewalks, entrances, exits, loading docks, signs, drainage facilities, landscaped areas, washrooms, stairways, hallways and other areas, improvements, facilities and/or special services provided by the Port for the general use, in common, of tenants of any larger property of which the Property a part (“common areas POS Term Lease Agreement, GREEMENT# - 8 - Duwamish Waterway Association (DWA) dba Jim Clark Marina XX/XX/201 7 and facilities”) . Without creating a duty to do so or limiting the Port’s right of control and management, the Port specifically reserves the right to: (i) establish, modify from time to time, and enforce reasonable rules and regulations governing the use of the common areas and facilities; (ii) police the common areas and facilities; (iii) change the area, level, location and arrangement of parking and other areas or facilities within common areas and facilities; (iv) provided Lessee is not deprived of reasonable access to its Property , close all or any portion of the common areas and facilities; and (v) do and perform such other acts in and to the common areas and facilities as, in the use of good business judgment, the Port shall determine to be advisable with a view to the improvement of the convenience and use thereof by the Port and tenants of any larger property of which the Property a part. License All common areas and facilities which Lessee is permitted t o use and occupy are used and occupied under a revocable license. If the amount of such areas or facilities is revised or diminished, such revision or diminution shall not be deemed a constructive or actual eviction, and the Port shall not be subject to an y liability, nor shall Lessee be entitled to any compensation or reduction or abatement of Rent. 10.3. Additional Agreements Regarding Common Areas. Notwithstanding Section 10.1, the Port agrees that it will: (i) provide Lessee continuing access, at no charge, to the pumpout and porta-potty dump station at the Harbor Island Marina for the term of this Lease so long as the Port continues to maintain such marina, (ii) provide Lessee with two (2) keys to the Harbor Island Marina's restrooms for the term of this Lea se so long as the Port continues to maintain such marina and restrooms, and (iii) maintain the floating breakwater and attendant pilings extending west from the Harbor Island Marina's "A" dock. SECTION 11: INSURANCE AND INDEMNITY 11.1. Indemnity. 11.1.1. The Port, its officers, employees and agents shall not be liable for any injury (including death) to any persons or for damage to any property regardless of how such injury or damage be caused, sustained or alleged to have been sustained by Lessee or by others, including but not limited to all persons directly or indirectly employed by Lessee, or any agents, contractors, subcontractors, licensees or invitees of Lessee, as a result of any condition (including existing or future defects in the Property ) or occurrence (including failure or interruption of utility service) whatsoever related in any way to Lessee’s use or occupancy of the Property the Property such that RCW 4.24.115 is applicable, Lessee’s obligation to indemnif y the Port as set forth in this Section shall be limited to the extent of Lessee’s negligence and that of any of POS Term Lease Agreement, GREEMENT# - 9 - Duwamish Waterway Association (DWA) dba Jim Clark Marina XX/XX/201 7 Lessee’s officers, sublessees, assignees, agents, employees, contractors or licensees, including Lessee’s proportional share of costs, court costs, attorneys’ fees, consultants’ fees and expenses incurred in connection with any claim, action or proceeding brought with respect to such injury or damage. LESSEE AND PORT AGREE AND ACKNOWLEDGE TH AT THIS PROVISION IS THE PRODUCT OF MUTUAL NEGOT IATION . Lessee’s obligations under this Section shall survive the expiration or earlier termination of this Lease. 11.2. Insurance. Required Policies Lessee shall obtain and keep in force, at its sole cost and expense the following types of insurance, in the amounts specified and in the form hereinafter provided for: General Liability Insurance . Lessee shall obtain and keep in force a commercial general liability policy of insurance, written on ISO Form CG 00 01 10 01 (or equivalent), that protects Lessee and the Port, as an additional insured against claims for bodily injury, personal injury and property damage based upon, involving or arising out of the tenancy, use, occupancy or maintenance of the Property and all areas appurtenant thereto, and specifica lly including the action/inaction of any subtenant, licensee or concessionaire. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than one million dollars ($ 1,000,000) per occurrence. A copy of the additional insured endorsement shall be submitted to the Port at the inception of the Lease and annually thereafter. The policy shall be primary and non-contributory to any insurance the Port carries. The policy shall contain a waiver of transfer of rights of recovery against others in favor or the Port. The policy shall contain a minimum $ 50,000 sub- limit that covers damage to Property rented or leased to Lessee, including fire damage. Protection and Indemnity Liability Insurance. If Lessee owns, charters, or uses any vessels on the Property, Lessee shall obtain and keep in force Protection and Indemnity liability insurance, written on a form acceptable to the Port, protecting Lessee and the Port, as an Additional Assured, against claims involving or arising out of operations in which owned or non-owned vessels, boats, work skiffs, or floating platforms, are used on or about the Property. Such insurance shall be on occurrence basis providing single limit coverage in an amount not less than one million dollars ($1,000,000) per occurrence. The policy shall not contain any intra-insured exclusions as between insured persons or organizations. Automobile Liability Insurance . Lessee shall obtain and keep in force a commercial automobile liability policy of insurance, to cover any owned, non -owned, rented, or hired automobiles. The coverage shall be on a combined single limit basis for bodily injury and property damage and shall be on an occurrence basis providing single limit coverage an amount not less than one million dollars ($1,000,000) per occurrence. If Lessee does not own, rent, hire, or use automobiles in the course of its use of the Property and this Lease, then this coverage is not required. Property Insurance Lessee shal l obtain and keep in force property insurance using an ISO CP 10 20 Cause of Loss Broad Form (or an equivalent manuscript form) insuring Lessees Marina Assets as defined in this Lease. In addition, Alterations (specifically including “betterments and impr ovements”) made by or for Lessee against physical damage, including loss of use of the Pr operty shall be insured under a property insurance policy. The policy shall include coverage for any additional costs resulting from debris removal and reasonable amou nts of coverage for the enforcement of any ordinance or law regulating the reconstruction or replacement of damaged property including any undamaged sections of the Pr operty required to be demolished or removed by reason of the enforcement of any Legal Req uirement as the result of a covered cause of loss. The amount of such insurance shall be procured on a replacement cost basis . The Port of Seattle shall be included as a Loss Payee on Lessee’s property insurance policy with respect to the Port’s intere st in Alterations and such other and further insurance as the Port may from time to time reasonably request for the protection by insurance of its interest i n the Property. POS Term Lease Agreement, GREEMENT# - 10 - Duwamish Waterway Association (DWA) dba Jim Clark Marina XX/XX/201 7 The limits of insurance specified in this Section shall be subject to periodic adjustment to reflect changes in insuring practices for similar properties in the same geographic area and changes in insurance products. 11.2.2. Insurance Polic ies Insurance Companies Insurance required hereunder shall be in companies duly licensed to transact business in the State of Washington, and maintaining during the policy term a General Policyholders Rating of ‘A- the date of the termination, cancellation or non- renewal notice Lessee receives from their insurer(s). In the event the insurance is not replaced within five (5) days, the Lease will be considered under Default in accordance with SECTION 14 . Evidence of I nsurance . Lessee shall deliver, or cause to be delivered, to the Port, certificates of insurance, additional insured endorsements, loss payee endorsements for property insurance, waivers of subrogation and any other documentation or endorsement that provides evidence of the existence and amounts of such insurance, the inclusion of the Port as an insured as required by this Lease, and the amounts of all deductibles and/or self-insured retentions. Upon request by the Port, Lessee shall deliver or cause to be delivered to the Port, certified copies of the policies of insurance that Lessee has purchased in order for the Port to verify insurance coverage, limits, and endorsements or view any exclusions to the Lessee’s insurance policies. No Limitation of Liabilit . The limits of insurance required by this Lease or as carried by Lessee shall not limit the liability of Lessee nor relieve Lessee of any obligation hereunder. 11.3. Waiver of Subrogation. Without affecting any other rights or remedies, Lessee (for itself and on behalf of anyone claiming through or under it by way of subrogation or otherwise) hereby waives any rights it may have against the Port, its officers, agents and employees (whether in contract or in tort) on account of any loss or damage occasioned to L essee arising out of or incident to the perils required to be insured against under this Lease. Accordingly, Lessee shall cause each insurance policy required by Section 11.2 to further contain a waiver of subrog ation clause. The effect of such release and waiver of the right to recover damages shall not be limited by the amount of insurance carried or required or by any deductibles manner as to increase the existing rates of insurance applicable to the buildings or structures of which the Property a part. If it nevertheless does so, then, at the option of the Port, the full amount of any resulting increase in premiums paid by the Port with respect to the buildings or structures of which the Property are a part, and to the extent allocable to the term of this Lease, may be added to the amount of Rent and shall be paid by Lessee to the Port upon the monthly rental day next thereafter occurring. SECTION 12: DAMAGE OR DESTRUCTION 12.1. Duty to Repair. If the Property is damaged by fire, the elements, earthquake, accident or other casualty (collectively, "Casualty"), Lessee shall, except to the extent either party has the r ight to terminate this Lease under Section 12.2, use reasonable efforts to repair and restore the Property to substantially its former condition to the extent permitted by then applicable POS Term Lease Agreement, GREEMENT# - 11 - Duwamish Waterway Association (DWA) dba Jim Clark Marina XX/XX/201 7 Legal Requirements; Lessee's obligation to r epair and restore shall extend to any Alterations or any of Lessee's personal property, specifically including that which Lessee retains ownership of under Section 7.3.. Right to Terminate Lessee may elect to terminate this Lease in the event that Lessee , in its sole judgment, concludes that the damage to the Property or any structure on the Property cannot be repaired within thirty (30) days of the Casualty (with the repair work and the preparations therefor to be done during regular working hours on regular work days). In the event that Lessee elect s to terminate this Lease, Lessee shall advise the Port of that fact within thirty (30) days of the Casualty and notify the Port of the date, not more than ninety (90) days after the Casualty, on which the Lease will terminate. Lessee’s Fault . Notwithstanding anything herein to the contrary, if the damages by Casualty to the Property or any structures the Property results from Lessee’s fault, negligence, or breach of the terms of this Lease, Lessee shall be liable to the Port for the cost and expense of any repair and restoration of the Property or any buildings or structures of which the Property part. Abatement of Rent . Unless the d amages by Casualty result from Lessee’s fault, negligence or breach of the terms of this Lease, the Base Rent and Additional Rent, if any, shall be abated for any portion of the Property that is rendered untenantable or inaccessible from the period from the date the Port is notified of the Casualty through the date of substantial completion of the repairs to the Property (or to the date of termination of the Lease). The Port shall not otherwise be liable to Lessee for any loss in the use in the whole or any part of the Property (including loss of business) and/or any inconvenience or annoyance occasioned by the Casualty, by any damage resulting from the Casualty, or by any repair, reconstruction or restoration. Waiver right that Lessee may have, under any applicable existing or future law, to terminate this Lease in the event of any damage to, or destruction of, the Property or any buildings or structures of which the Property are a part. SECTION 13: ASSIGNMENT AND SUBLEASE 13.1. Prohibition. Except as provided in Section 13.4., Lessee shall not, in whole or in part, assign , sublet, license or permit occupancy by any party other than Lessee of all or any part of the Property , without the prior written consent of the Port in each instance. As used in this Section, “Sublease” and “Sublessee” shall mean and refer to any subleasing under the Lease at POS Term Lease Agreement, GREEMENT# - 12 - Duwamish Waterway Association (DWA) dba Jim Clark Marina XX/XX/201 7 tenant then in possession without notice to or consent of any assignor, including Lessee; and any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Lessee and of each respective assignor. Lessee agrees that any Sublease or license will contain a provision in substance that if there be any termination whatsoever of this Lease then the Sub lessee or licensee, at the request of the Port, will attorn to th e Port and the Sublea se or license, if the Port so requests, shall continue in effect with the Port, but the Port shall be bound to the Sub lessee or licensee in such circumstances only by privity of estate . Nothing herein shall be deemed to require the Port to accept such attornment. 13.1.4. No assignment, Suble ase or license by Lessee shall relieve Lessee of any obligation under this Lease, including Lessee’s obligation to pay Rent or any other sum hereunder. Any purported assignment, Suble ase or license contrary to the provisions hereof without consent shall be void. The consent by the Port to any assignment, Suble ase or license shall not constitute a waiver of the necessity for such consent to any subsequent assignment, Suble ase or license . Lessee shall reimburs e the Port in the sum of FIVE HUNDRED DOLLARS ($500.00) plus any reasonable professionals’ fees and expenses incurred by the Port in connection with any request by Lessee for consent to an assignment, subletting or license. Excess Rental . If in connection with any assignment, S ublease or license, Lessee receives rent or other monetary consideration, either initially or over the term of the assignment or ublease, in excess of the Rent called for hereunder, or in case of the Sublease of a portion of the Property , in excess of such Rent fairly allocable to such portion, after appropriate adjustments to assure that all other payments called for hereunder and out -of-pocket expenditures, operating costs or concessions incurred by Lessee in connection with such assignment, S ublease or license, are appropriately taken into account, Lessee shall pay to the Port, as Additional Rent hereunder, seventy five percent (75%) of the excess of each such payment of rent or other consideration received by Lessee after its receipt. 13.3. Scope. The prohibition against assigning, suble ing or licensing contained in this Section 13 shall be construed to include a prohibition against any assignment, suble ing or licensing by operation of law. Furthermore, for purposes of this Section 13 , any sale, transfer or other disposition in the aggregate of fifty percent (50%) or more of the equity ownership in Lessee (i.e. stock with respect to tenant corporation, partnership interests with respect to a tenant partnership, etc.) shall be deemed an assignment. If this Lease be assigned, or if the underlying beneficial interest of Lessee is transferred, or if the Property or any part th ereof be sublet or occupied by anybody other than Lessee, the Port may collect Rent from the assignee, Sub lessee, licensee or occupant and apply the net amount collected to the Rent herein reserved and apportion any excess Rent so collected in accordance w ith the terms of Section 13.2, but no such assignment, Suble ase license, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, Sub sse licensee or occupant as t enant, or a release of Lessee from the further performance by Lessee of covenants on the part of Lessee herein contained. No assignment or subletting shall affect the continuing primary liability of Lessee (which, following assignment, shall be joint and s everal with the assignee), and Lessee shall not be released from performing any of the terms, covenants and conditions of this Lease. Moorage Agreements . Notwithstanding the foregoing, Lessee may enter into moorage agreements with it s members for moorage of their recreational vessels in slips and boathouses at Jim Clark Marina without the Port’s prior written consent. SECTION 14: DEFAULT Defaults Time is of the essence of this Lease . The occurrence of any one or more of the following events const itutes a default of this Lease by Lessee with or without notice from the Port: 14.1.1. The vacating or abandonment of the Property by Lessee. 14.1.2. The failure by Lessee to make any payment of Rent, or any other payment required by this Lease, when due. POS Term Lease Agreement, GREEMENT# - 13 - Duwamish Waterway Association (DWA) dba Jim Clark Marina XX/XX/201 7 The fail ure by Lessee to observe or perform any covenant, condition, or agreement to be observed or performed by Lessee in this Lease. The discovery by the Port that any required report, financial statement or background statement provided to the Port by Lessee, a ny successor, grantee, or assign was materially false. 14.1.5. The filing by Lessee of a petition in bankruptcy, Lessee being adjudged bankrupt or insolvent by any court, a receiver of the property of Lessee being appointed in any proceeding brought by or against Lessee, Lessee making an assignment for the benefit of creditors, or any proceeding being commenced to foreclose any mortgage or other lien on Lessee’s interest in the Property or on any personal property kept or maintained on the Property by Lessee. Remedies 14.2.1. Whenever any default (other than a default under Section 14.1.5 above, upon which termination of this Lease shall, at the Port’s option, be effective immediately without further notice) continues unremedied in whole or in part for thirty (30) days after written notice is provided by the Port to Lessee (or for ten (10) days after written notice in the case of default for failure to pay any Rent, or other required payment when due), this Lease a nd all of Lessee’s rights under it will automatically terminate if the written notice of default so provides . Upon termination, the Port may reenter the Property using such force as may be necessary and remove all persons and property from the Property The Port will be entitled to recover from Lessee all unpaid Rent or other payments and damages incurred because of Lessee’s default including, but not limited to, the costs of re -letting, including tenant improvements, necessary renovations o repairs, advertising, leasing commissions, and attorney’s fees and costs (“Termination Damages”), together with interest on all Termination Damages at the Default Rates from the date such Termination Damages are incurred by the Port until paid. In additi on to Termination Damages, and notwithstanding termination and reentry, Lessee’s liability for all Rent or other charges which, but for termination of the Lease, would have become due over the remainder of the Lease term (“Future Charges”) will not be exti nguished and Lessee agrees that the Port will be entitled, upon termination for default, to collect as additional damages, a Rental Deficiency “Rental Deficiency” means, at the Port’s election, either: 14.2.2.1. An amount equal to Future Charges, less the amount of actual rent, if any, which the Port receives during the remainder of the Lease term from others to whom the Property may be rented, in which case such Rental Deficiency will be computed and payable at the Port’s option either: In an accelerated lu -sum payment; or 14.2.2.1.2. In monthly installments, in advance, on the first day of each calendar month following termination of the Lease and continuing until the date on which the Lease term would have expired but for such termination, and any suit or action bro ught to collect any portion of Rental Deficiency attributable to any particular month or months, shall not in any manner prejudice the Port’s right to collect any portion of Rental Deficiency by a similar proceeding; or 14.2.2.2. An amount equal to Future Charges le ss the aggregate fair rental value of the Property over the remaining Lease term, reduced to present worth . In this case, the Rental Deficiency must be paid to the Port in one lump sum, on demand, and will bear interest at the Default Rate until paid . For purposes of this subparagraph, “present worth” is computed by applying a discount rate equal to one percentage point above the discount rate then in effect at the Federal Reserve Bank in, or closest to, Seattle, Washington. If this Lease is termina ted for default as provided in this Lease, the Port shall use reasonable efforts to re let the Property in whole or in part, alone or together with other Property , for such term or terms (which may be greater or less than the period which o therwise would have constituted the balance of the Lease term), for such use or uses and, otherwise on such terms and conditions as the Port, in its sole discretion, may determine, but the Port will not POS Term Lease Agreement, GREEMENT# - 14 - Duwamish Waterway Association (DWA) dba Jim Clark Marina XX/XX/201 7 be liable for, nor will Lessee’s obligations under th is Lease be diminished by reason for any failure by the Port to re let the Property or any failures by the Port to collect any rent due upon such re- letting. 14.2.4. In addition to the rights granted by Section 1.1.1, if upon any reentry permitted under this Lease, there remains any personal property upon the Property, the Port, in its sole discretion, may remove and store the personal property for the account and at the expense of Lessee In the event the P ort chooses to remove and store such property, it shall take reasonable steps to notify Lessee of the Port’s action All risks associated with removal and storage shall be on Lessee. Lessee shall reimburse the Port for all expenses incurred in connection with removal and storage as a condition to regaining possession of the personal property. The Port has the right to sell any property which has been stored for a period of 30 days or more, unless Lessee has tendered reimbursement to the Port for all expenses incurred in removal and storage. The proceeds of sale will be applied first to the costs of sale (including reasonable attorney ’s fees), second to the payment of storage charges, and third to the payment of any other amounts which may then be due and owing from Lessee to the Port. The balance of sale proceeds, if any, will then be paid to Lessee. Remedies Cumulative . All rights, options and remedies of the Port contained in this Lease shall be construed and held to be distinct, separate and cumulative, and no one of them shall be exclusive of the other, and the Port shall have the right to pursue any one or all of such remedies or any other remedy or relief which may be provided by law or in equity, whether or not stated in this Lease. SECTION 15: TERMINATION OTHER THAN FOR DEFAULT Major Capital Improvement In the event that the Port, at its sole discretion, shall require the use of the Property for a major capital improvement for public or private use in connection with the operation of the business of the Po rt, then this Lease may be terminated by the Port by written notice delivered or mailed by the Port to Lessee not less than one hundred eighty (180) days before the termination date specified in the notice. If Lessee is not in default under any of the provisions of this Lease on the effective date of such termination, any Rent prepaid by Lessee shall, to the extent allocable to any period subsequent to the effective date of the termination, be promptly refunded to Lessee. Lessee shall not be enti tled to any compensation at termination for the bargain value of the leasehold or any relocation expenses. 15.2. Condemnation. 15.2.1. Total Taking. In the case of a taking by eminent domain of either all of the Property or such portion of either the Property or any buildings or structures of which the Property are a part as shall, in the Port’s sole judgment, be required for reasonable use of the Property , this Lease shall terminate as of the date of such taking If Lessee is not in defau lt under any of the provisions of this Lease on said date, any Rent prepaid by Lessee shall, to the extent allocable to any period subsequent to the effective date of the termination, be promptly refunded to Lessee. Partial Taking In the case of a taking of a portion of the Property, which are not, in the Port’s sole judgment, required for reasonable use of the Property , this Lease shall continue in full force and effect, and th e Base Rent shall, as of the date of such taking, be equitably reduced based on the proportion by which the Property (but not the buildings or structures of which the Property are a part) is reduced. Damages The Port reserves all right to the entire damage award or payment for taking by eminent domain, and Lessee waives all claim whatsoever against the Port and/or the authority exercising eminent domain for damages for termination of its leasehold or for interference with its business The Port and Lessee further agree that all decisions regarding how the eminent domain proceeding should be handled shall be made in the sole discretion of the Port (specifically including any response to a motion for order adjudicating public use and necessity or an y request for immediate possession), and Lessee shall take no actions or steps which interfere with the Port’s ability to control the handling of the eminent domain proceeding. Notwithstanding the foregoing, nothing in this Section shall be considered to be a waiver or assignment by Lessee of any right to relocation assistance payments or relocation advisory services which may be available in connection with the eminent domain proceeding. POS Term Lease Agreement, GREEMENT# - 15 - Duwamish Waterway Association (DWA) dba Jim Clark Marina XX/XX/201 7 Eminent Domain The term “eminent domain” as used in this Secti shall includ e taking or damaging of property by, through or under any governmental or quasi-governmental authority and the purchase or acquisition in lieu thereof. Court Decree . In the event that any cour t having jurisdiction in the matter shall render a decision which has become final and which will prevent the performance by the Port of any of its obligations under this Lease, then either party hereto may terminate this Lease by written notice, and all r ights and obligations hereunder (with the exception of any undischarged rights and obligations that accrued prior to the effective date of termination) shall thereupon terminate . If Lessee is not in default under any of the provisions of this Lease on the effective date of such termination, any Rent prepaid by Lessee shall, to the extent allocable to any period subsequent to the effective date of the termination, be promptly refunded to Lessee. Lessee is not entitled to any compensation at termination for t he bargain value of the leasehold. 15.4. Payment for Personal Property ( Marina Assets ). In the event that the Port terminates this Lease pursuant to Section 15.1 or 15.3, the Port shall pay to Lessee the unamortized cost of the Marina Assets remaining on the Property as of the date of termination. Those M arina ssets shall be amortized on a straight line basis over the base term of this Lease without regard to any subsequent extensions. SECTION 16: ACCESS; EASEMENTS Access to Property . The Port shall have the right to show the Property at all reasonable times during business hours of Lessee to any prospective purchasers, tenants or mortgagees of th e same, and may at any time enter upon the Property , or any part thereof, for the purpose of ascertaining the condition of the Property or whether Lessee is observing and performing the obligations assumed by it under this Lease, all without hindrance or molestation from the Lessee . The Port shall also have the right to enter upon the Property for the purpose of making any necessary repairs and performing any work that may be necessary by reason of Lessee’s failure to make any such r epairs or perform any such work . The above-mentioned rights of entry shall be exercisable upon request made on reasonable advance notice to Lessee (except that no notice shall be required in the event of an emergency) or an authorized employee of Lessee at the Property , which notice may be given orally. Easements . The Parties recognize that the Port facilities are continuously being modified to improve the utilities, services and Property used and provided by the Port. The Port and its authorized utility service providers are hereby granted a continuous easement or easements that the Port believes is necessary within the Property of Lessee, without any additional cost to the Port for the purposes expressed hereinabove. The Port, its a uthorized utility service provider s, and their respective agents, shall have the right to enter the Property of Lessee, and to cross over, construct, move, reconstruct, rearrange, alter, maintain, repair and operate the sewer, water, and drainage lines, the electrical service, the roadways (specifically including routes of ingress and egress) and all other services and facilities required by the Port for its own use. Provided, however, that the Port by virtue of such use, does not substantially depr ive Lessee from its beneficial use or occupancy of its leased area for an unreasonable period of time, not to exceed thirty (30) working days, without consent of Lessee. 16.2.2. In the event that the Port permanently deprives Lessee from such beneficial use or occ upancy, then an equitable adjustment in Rent, or in the cost required to modify its Property to allow the Lessee to operate its business, will be negotiated and paid by the Port to Lessee. In the event that such entry by the Port is temporary in nature, then the Port shall reimburse Lessee for the cost required to modify its Property for the temporary period that Lessee is inconvenienced by such Port entry . The Port will not be responsible to Lessee for any reduced efficiency or loss of business occasioned by such entry. SECTION 17: NONWAIVER; RIGHT TO PERFORM Receipt of Monies Following Termination . No receipt of monies by the Port from Lessee after the termination or cancellation of this Lease in any lawful manner shall (i) reinstate, POS Term Lease Agreement, GREEMENT# - 16 - Duwamish Waterway Association (DWA) dba Jim Clark Marina XX/XX/201 7 continue or exte nd the term of this Lease; (ii) instances, upon a strict perfor mance of any of the covenants of this Lease, or to exercise any option herein contained, shall not be construed as a waiver of or relinquishment for the future of the performance of such covenant, or the right to exercise such option, but the same shall continue and remain in full force and effect. The receipt by the Port of the Rent or fees, with knowledge of the breach of any covenant hereof, shall not be deemed a waiver of such breach, and no waiver by the Port of any provision hereof shall be deemed to have been made unless expressed in writing and signed by the Port. The consent or approval of the Port to or of any act by Lessee requiring the Port’s consent or approval shall not be deemed to waive or render unnecessary the Port’s consent or approval to or of any subsequent similar acts by Lessee . 17.3. No Waiver of Rent. The receipt by the Port of any installment of Rent or of any amount shall not be a waiver of any Rent or other amount then due. 17.4. Application of Payments. The Port shall have the right to apply any payments made by Lessee to the satisfaction of any debt or obligation of Lessee to the Port, in the Port’s sole discretion and regardless of the instructions of Lessee as to application of any such sum, whether such instructions be endorsed upon Lessee’s check or otherwise, unless otherwise agreed upon by both parties in writing. The acceptance by the Port of a check or checks drawn by others than Lessee shall in no way affect Lessee’s liability hereunder nor shall it be deemed an approval of any assign ment of this Lease or any subletting by Lessee . Port’s Right to Perform . Upon Lessee’s failure to perform any obligation or make any payment required of Lessee hereunder, the Port shall have the right (but not the obligation) to perform such obligation of Lessee on behalf of Lessee and/or to make payment on behalf of Lessee to such parties Lessee shall reimburse the Port the reasonable cost of the Port’s performing such obligation on Lessee’s behalf, including reimbursement of any amounts that may be expen ded by the Port, plus interest at the Default Rate. SECTION 18: SURRENDER AND HOLDING OVER 18.1. Surrender. At the expiration or sooner termination of this Lease, Lessee shall promptly: (i) surrender possession of the Property to the Port in the same condition in which received (or, if altered, then the Property shall be returned in such altered condition unless otherwise directed), reasonable wear and tear excepted, and (ii) deliver to the Port all keys that it may have to any and all parts of the Property If the Property not surrendered as provided in this Section, Lessee shall indemnify and hold the Port harmless against loss or liability resulting from the delay by Lessee in so surrendering the Property , including, without limitation, any claims made by any succeeding occupant founded on such delay. (whether or not pursuant to Section 2.2), the Marina Assets remaining on the Property shall upon xpiration or earlier termination of this Lease automatically, unless otherwise specifically provided in the Lease, without the necessity of payment, revert to the Port. Removal of Wires Within ten (10) days following the expiration or earlier termination of this Lease, the Port may elect by written notice to Lessee to either: 18.3.1. Retain, without necessity of payment, any or all wiring, cables, conduit, risers and similar installations installed by Lessee (“Wiring”) in either the Property or any larger property (including buildings or structures) of which the Property are a part . In the event that the POS Term Lease Agreement, GREEMENT# - 17 - Duwamish Waterway Association (DWA) dba Jim Clark Marina XX/XX/201 7 transferred or passing to the Port, (ii) it shal l have right to surrender the assets transferred or passing to the Port, (iii) the Wiring transferred or passing to the Port are free from all liens and encumbrances, (iv) the Wiring transferred or passing to the Port is in good condition, working order, in safe condition and comply with the requirements of this Agreement, and (v) that all wiring or cables included within the Wiring transferred or passing to the Port is properly labeled expiration or sooner termination of this Lease, the resulting tenancy will, unless otherwise mutually agreed, be for an indefinite period of time on a month- -month basis. During such month- -month tenancy, Lessee shall pay to the Port, at the Port’s sole discretion, the same rental te that was in effect immediately prior to the month -month tenancy times 150%. Lessee will continue to be bound by all of the provisions of this Lease. Provided, however, that the foregoi ng shall not apply if the par ties are in good -faith negotiations for the extension or renewal of this Lease at the time the then applicable term expires. 18.5. For Rent Signs. The Port shall have the right to place and maintain “For Rent” signs in conspicuous p laces on the Property for ninety (90) days prior to the expiration or sooner termination of this Lease. SECTION 19: ENVIRONMENTAL STANDARDS Definitions . “Law or Regulation” as used herein shall mean any environmentally related local, state or federal law, regu lation, ordinance or order (including without limitation any final order of any court of competent jurisdiction), now or hereafter in effect. “Hazardous Substances” as used herein shall mean any substance or material defined or designated as a hazardous waste, toxic substance, or other pollutant or contaminant, by any Law or Regulation. 19.2. Hazardous Substances. Lessee shall not allow the presence in or about the Property Law or Regulation concerning the presence or use of Hazardous Substances or the handling or storing of hazardous wastes, Lessee shall promptly take such action as is necessary to m itigate and correct the violation If Lessee does not act in a prudent and prompt manner, the Port reserves the right, but not the obligation, to come onto the Property , to act in place of the Lessee (Lessee hereby appoints the Port as its agent for such purposes) and to take such action as the Port deems necessary to ensure compliance or to mitigate the violation. If the Port has a reasonable belief that Lessee is in violation of any Law or Regulation, or that Lessee’s actions or inactions present threat of violation or a threat of damage to the Property , the Port reserves the right to enter onto the Property and take such corrective or mitigating action as the Port deems necessary All costs and expenses incurred by the Port in co nnection with any such actions shall become immediately due and payable by Lessee upon presentation of an invoice therefor. Inspection; Test Results The Port shall have access to the Property to conduct an annual environmental inspection. In addit ion, Lessee shall permit the Port access to the Property at any time upon reasonable notice for the purpose of conducting environmental testing at the Port’s expense. Lessee shall not conduct or permit others to conduct environmental testing on the POS Term Lease Agreement, GREEMENT# - 18 - Duwamish Waterway Association (DWA) dba Jim Clark Marina XX/XX/201 7 Property without first obtaining the Port’s written consent. Lessee shall promptly inform the Port of the existence of any environmental study, evaluation, investigation or results of any environmental testing conducted on the Property whe never the same becomes known to Lessee, and Lessee shall provide copies to the Port. 19.5. Removal of Hazardous Substances. Prior to vacation of the Property , in addition to all other requirements under this Lease, Lessee shall remove any Hazardous Subst ances placed on the Property during the term of this Lease or Lessee’s possession of the Property , and shall demonstrate such removal to the Port’s satisfaction . This removal and demonstration shall be a condition precedent to the Port’s payment of any Security to Lessee upon termination or expiration of this Lease. Remedies Not Exclusive . No remedy provided herein shall be deemed exclusive. In addition to any remedy provided above, the Port shall be entitled to full reimbursement from Lesse e whenever the Port incurs any costs resulting from Lessee’s use or management of Hazardous Substances on the Property , including but not limited to, costs of clean-up or other remedial activities, fines or penalties assessed directly against the P ort, injuries to third persons or other properties, and loss of revenues resulting from an inability to re- Lease, Lessee agrees to defend, indemnify and hold the Port free and harmless from any and all claims, causes of action, regulatory demands, liabilities, fines, penalties, losses, and expenses, including without limitation cleanup or other remedial costs (and including attorneys’ fees, costs and all other reasonable litigation expenses when incurred and whether incurred in defense of actual litigation or in reasonable anticipation of litigation), arising from the existence or discovery of any Hazardous Substance on the Property , or the migration of any Hazardous Substance from the Property to other properties or into the surrounding environment, whether (i) made, commenced or incurred during the term of this Lease, or ( ) made, commenced or incurred after the expiration or termination of this Lease if arising out of events occurring during the term of this Lease. Stormwater Management. Lessee acknowledges that the Property are subject to the requirements of the City of Seattle (“City”) ordinance regarding stormwater drainage, source control and other applicable City requirements as well as Washington State Department of Ecology (“Ecology”) stormwater regulations and permits. Lessee will comply with all requirements of the City ordinance and Ecology regulations and permits, including the preparation of and compliance with state Ecology’s Phase I Municipal Permit or the Industrial General Stormwater Perm whichever is applicable. If the state or the City cites the Port for violations of the ordinance or regulations, Lessee will fully defend and indemnify the Port for any damages, penalties, or other assessments made against the Port for the violations. Lessee will pay the Port's attorneys' fees in connection with any enforcement actions carried out against the Port for such violations SECTION 20: MISCELLANEOUS Notice . All notices hereunder shall be in writing and shall be delivered personally, by certified or regist ered mail, by facsimile or by recognized overnight courier addressed as follows: To Lessor: Port of Seattle Attn: Lease Administration 2711 Alaskan Way Seattle, WA 981 Facsimile: (206) 78 7-3280 For payments only, the following mailing address should be used: Port of Seattle POS Term Lease Agreement, GREEMENT# - 19 - Duwamish Waterway Association (DWA) dba Jim Clark Marina XX/XX/201 7 P. O. Box 24507 Seattle, WA 98124-0507 To Lessee: DUWAMISH WATERWAY ASSOCIATION 1037 NE 65 Street #253 Seattle, W A 98115-6655 Facsimile: (206) 932-9525 Phone: (206) 819-7129 To Lessee (physical address): DUWAMISH WATERWAY ASSOCIATION DBA JIM CLARK MARINA 1317 SW Spokane Street Seattle, WA 98134 With a copy to: Ted Planta, President DUWAMISH WATERWAY ASSOCL TION DBA JIM CLARK MARINA Avenue SW Seattle, WA or to such o discussions, negotiations and/or other dealings with any real estate broker or agent. The Port and Lessee each agree to indemnify and hold the other harmless from and against any and all claims, demands, losses, liabilities, lawsuits, judgments, costs and expenses (including without limitation, attorneys’ fees an d costs) with respect to any leasing commission or equivalent compensation alleged to be owing on account of such party’s discussions, negotiations and/or dealings with any real estate broker or agent . This Section is not intended to benefit any third parties and shall not be deemed to give any rights to brokers or finders. No commission(s) or finder’ s fee(s) shall be paid to Lessee, employee(s) of Lessee or any unlicensed representative of Lessee . 20.3. Consent. Whenever the Port’s prior consent or approval is required by this Lease, the same shall not be unreasonably delayed but may, unless otherwise specifically provided by this Lease, be granted or denied in the Port’s sole and absolute discretion. Wireless Devices Lessee shall not install any wireless devices and/or transmitters on or about the Property without the prior written consent of the Port and subject to a ny and all conditions in such consent. Lessee specifically grants to the Port the power to regulate and control the use of unlicensed frequency bands (including, but not limited to, FCC Part 15 Subpart C, FCC Part 15 Subpart D (both asynchronous and Isochr onous), IEEE 802.11 and BlueTooth (ISM), and FCC UNII 1 and UNII 2 (IEEE 802.11a)) on or about the Property . Notwithstanding the s prior written consent. POS Term Lease Agreement, GREEMENT# - 20 - Duwamish Waterway Association (DWA) dba Jim Clark Marina XX/XX/201 7 20.5. Relationship to the Port and Lessee. Nothing contained herein shall be deemed or construed as creating the relationship of principal and agent, partnership, or joint venture partners, and no provision contained in this Lease nor any acts of Lessee and the Port shall be deemed to create any relationship other than that of Lessee and the Port. Time Time is of the essence of each and every one of Lessee’s obligations, responsibilities and covenants under this Lease. Recording . Lessee shall not record this Lease or any memorandum thereof without the Port’s prior written consent. 20.8. Subordination, Attornment. Unless otherwise designated by the Port, this Lease shall be subordinate to all existing or future mortgages and deeds of trust on the Property or any larger property of which the Property may be a part, and to all extensions, renewals or replacements thereof Within ten (10) days of the Port’s request, Lessee shall execute and deliver all instrument s or certificates which may be necessary or appropriate to reflect such subordination. Notwithstanding the foregoing, Lessee shall not be required to subordinate to future mortgages or deeds of trust unless the mortgagee or beneficiary under the deed of trust agrees that if it becomes the owner of the property, it will recognize the Lease as long as Lessee is not in default. Within ten (10) days of the Port’s request, Lessee shall also e xecute and deliver to third parties designated by the Port an estoppel certificate or letter in the form requested by the Port or any lender the correctly recites the facts with respect to the existence, terms and status of this Lease Lessee agrees to att orn to any successor to the Port following any foreclosure, sale or transfer in lieu thereof. 20.9. Promotion of Port Commerce. Lessee agrees that throughout the term of this Lease it will, insofar as practicable, promote and aid the movement of passengers and f reight through facilities within the territorial limits of the Port Lessee further agrees that all incoming shipments of commodities that it may be able to control or direct shall be made through facilities within the territorial limits of the Port if there will be no resulting cost or time disadvantage to Lessee. 20.10. Nondiscrimination – Services Lessee agrees that it will not discriminate by segregation or otherwise against any person or persons because of race, sex, age, creed, color or national origin in furnishing, or by refusing to furnish to such person or persons, the use of the facility herein provided, including any and all services, privileges, accommodations, and activities provided thereby. 20.10.2. It is agreed that Lessee’s noncompliance with the provisions of this clause shall constitute a material breach of this Lease . In the event of such noncompliance, the Port may take appropriate action to enforce compliance, may terminate this Lease, or may pursue such other remedies as may be provided by law. 20.11. Nondi scrimination Employment Lessee covenants and agrees that in all matters pertaining to the performance of this Lease, Lessee shall at all times conduct its business in a manner which assures fair, equal and nondiscriminatory treatment of all persons without respect to race, sex, age, color, creed or national origin and, in particular: Lessee will maintain open hiring and employment practices and will welcome applications for employment in all positions from qualified individuals who are member s of racial or other minorities, and Lessee will comply strictly with all requirements of applicable federal, state and local laws or regulations issued pursuant thereto relating to the establishment of nondiscriminatory requirements in hiring and employment practices and assuring the service of all patrons or customers without discrimination as to any person’s race, sex, age, creed, color or national origin. Labor Unrest . Lessee agrees to join with the Port and use its best efforts in avoiding labor unrest, or in the event of a wildcat strike or other labor difficulty, to use its good offices in negotiating and bringing to a swift and satisfactory conclusion any kind of labor dispute that may affect the interests of the Port. POS Term Lease Agreement, GREEMENT# - 21 - Duwamish Waterway Association (DWA) dba Jim Clark Marina XX/XX/201 7 Federal Maritime Commission Regulations is Lease may be subject to the Shipping Act of 1984, the Shipping Act of 1916, the Ocean Shipping Reform Act of 1998, and their respective implementing regulations . No future amendment or modification to this instrument will be effective until the appropri than in a representative capacity, as Lessee, shall be jointly and severally liable hereunder It is understood and agreed that for convenience the word “Lessee” and verbs and pronouns in the singular number and neuter gender are uniformly used throughout this Lease, regardl ess of the number, gender or fact of incorporation of the party who is, or of the parties who are, the actual lessee or lessees under this agreement. 20.15. Captions. The captions in this Lease are for convenience only and do not in any way limit or amplify the p rovisions of this Lease. 20.16. Governing Law; Venue. This Lease shall be construed under the laws of Washington. Exclusive jurisdiction and venue for any action relating hereto shall be in the state or federal courts located in King County, Washington. 20.17. Attorneys ’ Fees . In the event that either party shall be required to bring any action to enforce any of the provisions of this Lease, or shall be required to defend any action brought by the other party with respect to this Lease, and in the further event that one party shall substantially prevail in such action, the losing party shall, in addition to all other payments required therein, pay all of the prevailing party’s actual costs in connection with such action, including such sums as the court or courts may adju dge reasonable as attorneys’ fees in the trial court and in any appellate courts. 20.18. Invalidity of Particular Provisions. If any term or provision of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or enfor ceable, the remainder of this Lease or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and shall continue in full force and effect. 20.19. Surviva l of Indemnities All indemnities provided in this Lease shall survive the expiration or any earlier termination of this Lease . In any litigation or proceeding within the scope of any indemnity provided in this Lease, Lessee shall, at the Port’s option, defend the Port at Lessee’s expense by counsel satisfactory to the Port. Entire Agreement; Amendments This Lease, together with any and all exhibits this reference incorporated herein. SECTION 21: SIGNATURES IN WITNESS WHEREOF POS Term Lease Agreement, GREEMENT# - 22 - Duwamish Waterway Association (DWA) dba Jim Clark Marina XX/XX/201 7 SECTION 22: ACKNOWLEDGMENTS STATE OF WASHINGTON ) ) ss COUNTY OF KING ) On this _____ day of ____________ 20 , before me personally appeared _______________________, to me known to be the _________________________________ o f the PORT OF SEATTLE, the municipal corporation that executed the within and 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 sta ted that s/he was authorized to execute said instrument. POS Te rm Lease Agreement, GREEMENT# Exhibit A, p-1 Duwamish Waterway Association, dba Jim Clark Marina XX/XX/201 7 EXHIBIT A LEGAL DESCRIPTION POS Term Lease Agreement, GREEMENT# Exhibit B, p-1 Duwamish Waterway Association, dba Jim Clark M arina XX/XX/201 7 EXHIBIT B PROPERTY – Appx. 116,075 sf of submerged land and 499 sf of uplands at Terminal 102 Item No.: 4d_attach Date of