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HomeMy WebLinkAboutAD1996-0217 - Other - Kent Centennial Limited Partnership - Centennial Building Documents - 06/28/1990 TENANT EMERGENCY INFORMATION PROVIDED FOR SOUND VENTURES MANAGEMENT COMPANY USE ONLY Name of Building Centennial Building Date 10/31/90 TENANT NAME CitV of Kent dba (if applicable) Address 220 4th Avenue South Kent Washington 98032 Office Phone Number(s) 206-859-4159 Contact persons (ie: Officer Manager) Charles Lindsey Contact person home phone number 939-0091 Secondary contact person Tom Vetsch Secondary contact person home phone number 838-7230 HOME OFFICE or Parent Company: City Hall Company name if different than above Address Same as above Phone Number(s) In the event the contact person or secondary person cannot be reached, a third person in the organization who can be notified is: Name Tony McCarthy - Home 631-8447 For correspondence and official notices, please indicate PREFERRED MAILING ADDRESS: City of Kent 220 4th Ave. S. Kent Washington 98032 Please complete and return this page to: Sound Ventures Management Company 1000 Second Avenue Suite 4050 Seattle, Washington 98104 PM-1 Message. Dated: 06/28/90 at 1932 . Subject: CENTENNIAL BUILDING DOCUMENTS Sender: Carolyn LAKE / KENT70/LW Contents: 2 . Part 1. � j,� (FO � WED TO: Marie JENSEN / KENT70/FN CC: Jim HANSEN / KENT70/AD JUN 2 9 1990 CITY OF KENT Part 2 . ('ITY CLERK MARIE: ATTACHED PLEASE FIND ORIGINAL DOCUMENTS PERTAINING TO THE CENTENNIAL BUILDING PURCHASE/SALE AND LEASE. THE ORIGINAL DOCUMENTS ARE THOSE LISTED IN THE ATTACHED LETTER DATED JANUARY 25TH, FROM CAROL OHAIL, SENIOR ESCROW OFFICER TO SANDRA DRISCOLL, CITY ATTORNEY. ALL DOCUMENTS LISTED ARE ORIGINALS WITH THE EXCEPTION OF THE ENVIORMENTAL AGREEMENT (COPY ONLY PROVIDED) . IN ADDITION TO THAT LIST, THE ORIGINAL LEASE , HAVING THE TERM OF (APROX. ) JULY 1, 1990 THROUGH JUNE 30, 2000, IS ALSO PROVIDED TO YOU. COPIES OF ALL THESE DOCUMENTS AND DRAFTS ARE ON FILE WITH THE CITY ATTORNEY'S OFFICE. THANK YOU FOR YOUR CAREFUL GUARDIANSHIP OF THESE DOCUMENTS! -CAROLYN . Transamerica TRANSAMERICA Title Insurance Company TITLE INSURANCE park Place Sixth Avenue at University Street Seattle,WA 981 or Telephone 2.o6 6z 8-4650 Fax zo6 46 -9080 January 25 , 1990 � } t � 19 9�.; it r Sandra Driscoll City Attorney JUG) 2 9 1990 City of Kent C1 OF KENT 220 4th Avenue South Kent, Washington 98032 "ITY CLERK RE: Escrow No. 01-00-655861 City of Kent/ Kent Centennial Limited Partnership Dear Ms . Driscoll, In connection with the above captioned escrow which closed on January 24 , 1990 , I have enclosed the following documents for your records : . Duplicate original fully executed Buyer' s And Seller' s Joint Escrow Instructions . Copy of Recorded Lot Line Adjustment andKWarranty Deed . Duplicate original Building Lease Duplicate original Subordination Agreement 55 . Two Environmental Mitigation Agreements executed by Kent Centennial Limited Partnership (still need to be signed by the City and a copy of the fully executed document delivered to purchaser) -)C6 . Two copies of final settlement statement If y�uo require any additional information, please do not hesitate to give me a call . Sincerely yours , Carol L. Ohail Senior Escrow Officer Special Projects clo Enclosures LAW OFFICES OF PHILLIPS & WILSON A PROFESSIONAL SERVICE CORPORATION MARKET PLACE ONE,SUITE SOO 2001 WESTERN AVENUE SEATTLE,WASHINGTON 98121 (206)448-1618 FAX:(206)448-3444 BARBARA A-WILSON January 17, 1990 BUYER'S AND SELLER'S JOINT ESCROW INSTRUCTIONS HAND DELIVERED Transamerica Title Insurance Company Park Place Building 1200 Sixth Avenue Seattle, Washington 98101 Attn: Carol Ohail Escrow Officer Re: Escrow No. 655861, Title Order No. 858161 The City of Kent, "Seller" Kent Centennial Limited Partnership, "Buyer" Dear Carol: We represent Kent Centennial Limited Partnership, a Washington limited partnership ("Buyer") . The City of Kent, ("Seller") is represented by Sandra Driscoll , City Attorney. Seller will sell and Buyer will purchase the real property (the "Real Property") described in Transamerica Title Insurance Company' s Preliminary Commitment for Title Insurance, dated December 19, 1988, as supplemented (the "Commitment") , pursuant to that certain Real Estate Purchase and Sale Agreement dated November 29, 1988 , and all amendments thereto (the "Purchase Agreement") , a copy of which has been previously delivered to and accepted by you. We enclose herewith the following original documents for recording and/or filing in accordance with these instructions. (1) Statutory Warranty Deed and Real Estate Excise Tax Affidavit; and (2) Building Lease. Buyer' s and Seller' s Joint Escrow Instructions January 17 , 1990 Page 2 It is our intention that all documents required to close the sale of the Real Property to Buyer be executed, filed, and/or delivered as herein required by you no later than January 22 , 1990, with sale proceeds being disbursed through your office. You are authorized to re-date all sale documents as of the date of closing, i.e. , recording and funding. Buyer will cause the sale proceeds of $425, 497.70 together with Buyer' s portion of the closing costs to be wired to your escrow account, Escrow No. 655861 with telephonic advice to you. There shall be no pro-ration of real property taxes in connection with this transaction as there are none payable until and after closing. Assessments reflected under LID No. 313 shall be prorated between Buyer and Seller to the date of closing. Seller shall be responsible for survey costs, real estate excise taxes, the premium for the title policy (standard coverage only) and one-half of the escrow fee ; Buyer shall be responsible for the costs of recording the Deed; one-half the escrow fee, and the difference between the premium for standard coverage and extended coverage title insurance. Buyer shall be entitled to a credit against the purchase price in the amount of $8, 000. 00, together with interest accrued thereon, which sum you currently hold in your escrow account. When, and only when, you have received the sale proceeds; you are prepared to issue your Owner's Extended Coverage Policy of Title Insurance in the amount of $425,497 . 70 insuring title in Buyer in conformance with the Commitment, including those endorsements enclosed with these instructions or the instructions of Buyer, if any; you have received Buyer' s and Seller' s approval of the closing statements for the sale of the Real Property to Buyer; and you have received the telephonic advice of the undersigned, you are authorized to proceed as follows and in this order: (1) Record with King County the fully executed Statutory Warranty Deed to the Real Property together with a fully executed and acknowledged Real Estate Excise Tax Affidavit with respect thereto; (2) Deliver one original of each of the Building Lease to the undersigned; Buyer's and Seller' s Joint Escrow Instructions January 17, 1990 Page 3 (3) Pay all title insurance fees, real estate taxes, escrow fees, recording costs, and any and all other costs which may be incurred in closing this transaction as allocated between Buyer and Seller in accordance with the Purchase Agreement and closing statements approved by Buyer and Seller; (4) Disburse the sale proceeds to Seller after deduction for Seller' s costs in accordance with the closing statement referred to above. Proceeds of the sale to be disbursed to Seller shall be funded by the day of closing to: Tony McCarthy, Finance Director City of Kent 220 4th Avenue—South, -Kent. WA 98 3 Please advise the undersigned by telephone at 448-1818 and 859-3340 immediately after all documents indicated above have been fully executed, recorded and/or filed in accordance with these instructions. At your earliest convenience after closing, please deliver copies of all recorded documents, closing statements, title insurance policies, and all other related documents to the undersigned. If you have any questions or if you cannot comply with the foregoing instructions, you are not authorized to record the enclosed documents. If you are unable to record, please call the undersigned without delay. These instructions may only be modified, amended, supplemented, or revoked in writing by the undersigned. Very truly yours, PHILLIPS & WILSON, P.S. 01 By Ax"x�* ilcl� Barbara A. Wilson Buyer' s and Seller' s Joint Escrow Instructions January 17, 1990 Page 4 THE CI OF K By c, // . ,, ndra_Driscoll Its City Attorney BAW:hs cc: Douglas W. Klappenbach Jim Hansen The undersigned acknowledges receipt of the within closing instructions and agrees to proceed in strict accordance therewith. TRANSAMERICA TITLE INSURANCE COMPAN By Carol Ohail Esc o ffic�r � Date: ,�,cEcv�TKts ei►r . AZ REQUEST DF . � FILED fOR RECORD �y TITLE TRANSOM=R,.." lt4soAnCE Op1APt,t�Y JA* 24 2 117 ft' CITY OF 320 IObt'r P O scx 1493 BY Ii4E o,. - Seilevue, YEA 9"" RECORDS i,ufiJ KNG CGUt�,Y December 14, 1989 n Mr. Doug Klappenbach Sound Ventures Development Co. Key Tower 1000 Second Avenue #4050 Seattle, WA 98104 90%01.,24 l H RE: Lot Line Adjustment For LL-89-36 RECC- F 7.00t i Yesler's First Addition to the City of KentRECFEE 2.00 Lots 7, 8,- 9, 10, 11 and 12 REV S 26.0E CRSHSL **+ S.Oct LJ . Dear Mr. Klappenbach: 55 O I have reviewed your request for a lot line adjustment for the d' above referenced lots and find it meets the applicable p requirements of Kent's Subdivision and Zoning Codes. O We will forward this proposal to the King County Assessor's Office. However, it is your responsibility to submit the approved lot line adjustment to the King County Department of \ Records and Elections for proper recording. It should be noted that the adjustment does not becnme effective until it is orded.. After gqvrcdlatiqn, *Wmit 101111111111 "410" -of tart +�Aftoor4ing` 0mr sin at)'em s i iYm3nq If you have questions concerning this lot line adjustment, please contact Stephen Clifton in our office at 859-3390. cerely, Ja es P. Harris anning Director ch Enclosure cc: King County Assessor's Office Jerry McCaughan, Property Management Bob Hutchinson, Building Department Kurt Palowez, Public Works Department Corporation of the Catholic Archbishop of Seattle • 1 I M 7 Wow?•IISMMnT'M/MM'f4IM4 I Tti■VNl F IWWI A—♦inn JAN 24199E c7owE STREBT w 10 - LOT A Rmposev Lot qK 0, 66' 12a W4 L eT-,6 920!ft.ft. -, IL /2 I 6 -i*4- W�. TITUS .. STREET kD - A Cl T Y OF SCENT 94LLOT LINE A _.41E - aff OF 00 APPROVED 4ccT-S: 9 iO 2 5 7C- 0 15 -65-00 sv"//4 of=N E= 7 j,0 S-?e -11121 29-;?2-1 !:7 OA A,I BUSH,RM&WTCAi W- • CML ENOWEERS A LAND SURVEYORS BEArTLF-VVAHBKnl)N Jot Na 89435 JAN 1990 Filed T]A LOT LINE ADJUSTMENT LOTS 7. S. f. 10. 11 AND 12 IN BLOCK 8 AND M EAST t0 FEET OF ' LOTS a. 5 AND 8 IN BLOCK 13 OF YEMEN'S FIRST ADDITION TO THE TOMB OF RENT. AS PER PLAT RECORDED IN VOLMM S OF PLATS. PAGE ". RECORDS OF KING COUNTY; TOGETEER MITE TEAT PORTION OT VACATED THIRD AVEIM LYING SOOTERRLY OF WEST GOME STREET AND LYING DlOIt'PmLY OF WEST TITUS STREET PDRSIIANT TO ORDINANCE N0. 2893 OF TEE CITY OF ZENT; SITUATE IN THE CITY OF REIN. COUNTY OF ZING. STATE OF MASHIWQTOW. 4e cv Gi'd 3Uib3S tU Ol 31111 tojd3WtsHbtjj WOW 8i:9i 06bi-I2-NHI JAN 241990 �� --------■■---t----C-----------r-------y------- THIS SPACt3#IIOV�dVM 171LEMR'S USE: f L FILED FOR RECORD AT REQUEST OF [�'7,1 {'�y 1�7 BY THE M .JIN OF RECORDS 8 L Ci UNS KING COUNTY 1 WHEN RECORDED RETURN TO t F-" '.' KING COUNTY NO EXCISE TAX Barbara A. Wilson Name-_.......................... : Phii ip'S 4;'­1Wf1s6n,.-.P:s.............._......... ............... JAN 241990 Market Place One, Suite 500 Adtlnas....---.-......_......._......._..........._.............................................................._....._.._. 2001 Western Avenue CttyState.2ip. ..............................................................._ _ _ - - 1 Seattle, WA 98121 ........ ...... ................................ . ' ---- -----------.....-------------------------------- o ` Statutory Warranty Deed 1-4 0 THE GRANTOR CITY OF KENT, a Washington municipal corporation, 0 for and in consideration of TEN DOLLARS and other good and valuable consideration 0 in hand paid,conveys and warrants to KENT CENTENNIAL LIMITED PARTNERSHIP, a Washington limited partnership, I —; the following described real estate,situated in the County of Ring ,State of Washington: See Exhibit A, attached hereto; V SUBJECT TO: 1) Those certain assessments for street improvements pursuant to Vl L.I.D. No. 313, Assessment Nos. 23 and 27; and 2) That certain Easement recorded under King County Recording No. 8001300413. . r �b 90%G1'24 *0760 P I RECCE F 6.00 RECFEE 2.00 ty CRSHSL *** 5.00 55 Dated ___...._ ____ ._. �__ _ .1990 ~ \Jay ] ]CENT Kelleher, its Mayor +s:.. STATE OF WA HINGION STATE OF WAS GTON as lt� ' r. COLINTY OF....- - ---- t70UN I Y OF---/� -.. - -- a On this day perso appeared before me On this-....�-�(-�..-.-day o3.-._. ..._ .. ....... 19.._.I..O before me, the Unsigned,a N 'c in and r the State of Wash- ington....- �.V- ------------- ington.d ioaed personally aP ----.. to me(mown to be the individual described in and _---------- ---- ----- --..- who executed the within and foregoing instrument, sued-.----- - - - --- /- _.. ---............................................... ......_. and acknowledged that.. ed the same to me(mown to be _- --- � _._......-........_..Beaetary as free and voluntaryact and deed _ _ ---. raspectively,of.---- forthe uses and purposes therein mentioned. the °orpontion that ex regoing instrument, and acknowledged the saidi�tnment to be the free and voluntary act and deed of said oorpor• ation,for t4be uses and purposes therein mentioned,and on oath stated that authorized to execute the said instrument and that the seal GIVEN y hand and ofca] seal u the corpo seal of 'd corporation 1.�-.day° --- -......_. 19. D Witness my and seal hereto affixed the day and year first above wri n ........... ........ .. _ ..... - —- _.._-._.. ......... --- ....... - ---...--._.._._..-.... No ublic in or/the State of Wash- ry Pu tc a for a State of Waahingto ington,residing at LFlrcar.� .... residing at........ .1�.. Flied by TA ►2 20 "q JAN 241990 - P O1/2S/90 11:09 FAI 206 446 3144 6! 030 P&W ®o0S/001 EXHIBIT A Lots 4, 5 and 6 of Block 8, Yealer's First Addition to the Town of Xent according to plats, recorded in Volume 5 of, plats, page 64, Kim County, paah4ngton: and Lot A�WsiiiR to that certain City of ]Cent Lot Line Adjustment, No. 69-36, Xing county Recording No. 9001 1gnSrl 1 togethon'Mith any and all rights, title uid interact in the vaoated Third Avenue pursuant to City of Xent S t V on No.p�-of 5� - 3, City of Kent ordinance 989 Lot BP pursuant to that certain Lot Line Adjustment, No. 89- `' 36, King county Recording No. 9001 Q . O� C) t,0 11 xATHY McCLUNG Q PLANNING}DEPT. O CAROLYN LAKE Q LEGAL DEPT. • JAN 2419M Filed bV Recorded by: Security Pacific Bank Washington, N.A. Post Office Box 3966 503-4 Seattle, Washington 98124-3966 Attention: Loan No. --------------------------------------------------- SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT AND ESTOPPEL CERTIFICATE SECURITY PACIFIC BANK WASHINGTON, N.A. ("Lender") , has agreed to make a loan (the "Loan") to KENT CENTENNIAL LIMITED PARTNERSHIP, a Washington limited partnership ("Landlord") , to be secured by a Deed of Trust, Assignment of Rents and Leases and Security Agreement (the "Deed of Trust") on certain real property (the "Property") , which Property is more particularly described on attached Exhibit A. The Deed of Trust was recorded under County Recorder's File No. on January , 1990. (The parties acknowledge that the Deed of Trust is to be recorded concurrently with the recording of this instrument, and hereby authorize the title company to insert the appropriate Deed of Trust recording information when available. ) THE CITY OF KENT ("Tenant") , has a lease dated October 25, 1989 (the "Lease") , with Landlord on all or a portion of the Property (the "Premises") . Lender needs assurances from Tenant in order to make the Loan. Tenant is willing to give those assurances if Lender will agree not to disturb Tenant's possession of the Premises so long as Tenant is not in default under the Lease. Tenant also understands that, in making the Loan, Lender will rely on the assurances and statements made in this Agreement. NOW, THEREFORE, Lender and Tenant agree as follows: 1. Subordination. Tenant agrees that the Lease, and the rights of Tenant in, to and under the Lease and the Property, are hereby subjected and subordinated, and shall remain in all respects and for all purposes subject and subordinate, to the lien of the Deed of Trust, and to any and all renewals, modifications and extensions of the Deed of Trust, and any and all other instruments held by Lender as security for the Loan. 2 . Tenant Not To Be Disturbed. Lender agrees that so long as Tenant is not in default under the Lease (beyond any period given Tenant by the terms of the Lease to cure and default such default) , Tenant' s possession of the Premises shall not be diminished or interfered with by Lender, and Tenant's occupancy of the Premises shall not be disturbed by Lender during the term of the Lease. 3 . Tenant To Attorn To Lender. If Lender becomes the owner of the Premises by reason of foreclosure or other proceedings brought to enforce the Deed of Trust or by deed in lieu of foreclosure, the Lease shall continue in full force and effect as if Lender were the original Landlord, provided, however, that Lender shall not: (a) be liable for any act or omission of any prior lessor (including Landlord) occurring before date of foreclosure, except those acts or omissions of which Lender has been given notice and an opportunity to cure by Tenant; or (b) be bound by any obligation of lessor made prior to the date of foreclosure which are not contained in the Lease or Letter of Clarification, unless such obligation has been specifically assumed by Lender;or (c) be subject to any offsets or defenses which Tenant might have against any such prior lessor, except those offsets or defenses of which Lender has been give notice of and an opportunity to cure by Tenant;or (d) be bound by any payment of rent or other payments due under the Lease made by Tenant more than one month in advance of the date due, unless such payment has been paid to Lender ; or (e) be bound by any amendment, modification or change in any term of the Lease or by any waiver of any term of the Lease, without the prior written consent of Lender except for those amendments to the Lease which do not require Lender's consent under the Deed of Trust; or (f) be liable for return of any security or other deposit unless the deposit has been specifically transferred to Lender. Lender acknowledges and agrees that the security deposit required by paragraph 6 of the Lease in the amount of $28,553 .54 has been specifically transferred to Lender. 4. Third-Party Owner. If a third party acquires the Property through Lender, whether at a trustee or foreclosure sale or otherwise, that party shall have the same rights to continue the Lease with Tenant as Lender would have under the preceding paragraph 3 . 5. Lender's Option To Cure Landlord' s Default. Tenant agrees to provide Lender with written notice specifying any default of Landlord under the Lease. Tenant agrees that Lender shall have the right to cure the default of Landlord within the same periods of time afforded Landlord under the Lease. 6. Assignment Of Lease. Tenant understands that Landlord's interest in the Lease has been assigned to Lender as security under the Deed of Trust. Until Lender becomes owner of the Property, however, Lender assumes no duty, liability or obligation to Tenant under the Lease. 7 . Certification. Tenant hereby certified to Lender the matters set forth below, with full knowledge that Lender shall rely on these certifications in making the Loan. - 2 - (a) The Lease, Addendum No. 1 dated October 25, 1989 and the Letter of Clarification dated January 5_, 1990 constitutes the entire agreement between Landlord and Tenant as to the leasing of the Premises and the construction of improvements thereon. (b) The Lease, together with the Addendum No. 1 dated October 25, 1989, is in full force and effect, it has not been amended in any way, except by that certain Letter of Clarification dated January 5, 1990, or assigned by Tenant. (c) Tenant has no present claim, offset or defense against Landlord, and Tenant knows of no uncured default by Landlord under the Lease. 8. This agreement may not be modified except in writing and executed by the parties hereto or their successors in interest. This agreement shall inure to the benefit of and be binding upon the parties heretoo and their successors and assigns. DATED this _ day of 1990. "Len r" SECURITY PA IFIC BANK W SHINGTON, N.A. By: Its: �- "Tenant" TH CI OF KENT D KELLEHER, Its Mayor Attest: STATE OF WASHINGTON ) ss. COUNTY OF KING ) On this day personally appeared before me DAN KELLEHER, to me known to be the Mayor of the City of Kent, the municipal corporation that executed the within and foregoing instrument, and acknowledged the instrument to be the free and voluntary act and deed of said municipal corporation for the uses and purposes therein mentioned, and on oath stated that he was duly authorized to execute said instrument on behalf of the municipal corporation. 3 - IN WITNESS WHEREOF, I hav eu to set my hand and seal this day of 1 90. Y I in anU for the Stat of Washington, residing at �(�t"c! '� ; My comet ssion expires: f2 ca, 2✓ 4 - EXHIBIT A Legal Description: [to be revised to conform with lot line adjustment] The property which is the subject of this agreement is situated in the County of King, State of Washington, and is legally described as follows: Lots 4, 5, 6, 7, 8 and 9 of Block 8, Yesler' s First Addition to the Town of Kent according to plats, recorded in volume 5 of Plats, page 64, King County, Washington; and the easterly 20 feet of Lots 4, 5 and 6, Block 13 , Yesler' s First Addition to the Town of Kent according to plats, recorded in volume 5 of Plats, page 64, King County, Washington, together with any and all rights, title and interest in the vacated Third Avenue appurtenant to the real property described herein. AFTER RECORDING MAIL TO: PROJECT: Centennial Bu3;ldirW �o ' Carol Storm `•= c Property Management �o �= City of Kent 220 4th Avenue South Kent, Washington 98032 = x in ENVIRONMENTAL MITIGATION AGREEMENT i This Agreement entered into by and between the City of JKent, a municipal corporation, duly organized and existing under the laws of the State of Washington, its successors �ndass gnss ..s.imc+zr�•7Hr c�ctt" (thereinafter referred to as the "City") and by TTiT y LIMITED PARTNERSHIP, their heirs, successors and assigns L }-- (hereinafter referred to as "The Developer") . CNJ CD90/02/09 40976 B WITNESS THAT: RECFEE 2•00 RECCE F 21.00 CRSHSL w*:*23.00 1. PURPOSES AND RECITALS .,5 1.1 This Agreement is enacted pursuant to the Chapter 43.21 RCW, the State Environmental Policy Act (SEPA) , and Kent City Q. Ordinance 2494, to provide for the mitigation of existing, known and anticipated environmental impacts at this time which are associated with the development hereinafter described. This Agreement is not, and shall not be construed as, a voluntary agreement pursuant to RCW 82.02.020, and the provisions of RCW E � 82.02.020 shall not be applied hereto. This Agreement is in compliance with the provisions of Chapter 179 of the 1988 C� • Legislature. This Agreement does not preclude any evaluation and determination by the City of Kent that later actions or proposals undertaken by The Developer may require a determination of .Q significance and environmental review under SEPA. 'b w , Stw.d nro a.o.n Ma wu0" nm0 n a c.S~ ' wwtvr rA �nsoa .e . 1�OM1 M IM�M w 272ND/277TH CORRIDOR PAGE 1 OF 15 •d°dr'�°""` r RB 8Y STw FEB 91990 through lanes plus left turn lanes as ,. necessary to provide access to adjacent properties. O. The construction/extension of S. 277th Street from the Green River bridge noted in paragraph 2.1.a above, easterly and northeasterly to connect with Kent Kangley Road (SR 516) in the vicinity of 116th Avenue S.E. The exact alignment of this section shall be determined at the time when preliminary engineering design reports are prepared by the City. Said roadway section shall accommodate a minimum of four through lanes plus necessary turn lanes to provide access to adjacent properties and adequate turning lanes at street intersections. The total estimated cost thereof, calculated by the City and agree to by the Developer, in 1986 dollars is $8,544,430. The final cost 011 shall be based on actual expenses incurred at the time said O improvements are constructed. 0 iV O Q 2.2 L.I.D. FORMATION - PARTICIPATION Assessment and payment of the proportionate share of the improvements described in Section 2.1 above by the Developer shall be made pursuant to the provisions of RCW Chapter 35A.43 relating to Local Improvement Districts (hereinafter L.I.D.) . 2.2.1 At the time of executing this Agreement, the City has not initiated the formation of an L.I.D. nor has the City adopted boundaries or a schedule for L.I.D. formation. 2.2.2 The Developer hereby agrees and covenants, such agreement and covenant to run with the land for a period of *en (10) years from date of execution hereof, to participate in and not protest the formation of any L.I.D. which incorporates the 272ND/277TH CORRIDOR PAGE 3 OF 15 FEB 919901 FM BY sirr 1.2 The Developer is seeking a permit to construct an office building in the vicinity of 3rd Avenue South and Gowe Street. The legal description for the site is attached hereto as Exhibit A. 1.3 The occupation and use of this facility will create significant impacts on the City's streets, roads, and traffic system. The occupation and use will generate traffic which will result in increased volumes reducing the available capacity at the intersections of 4th Avenue & West Smith Street; 4th Avenue & West Willis Street; Central Avenue & West Smith Street; and Central Avenue & West Willis Street during the P.M. peak hour further below the level identified as acceptable in the City of Kent mitigation Transportation Master Plan (Resolution 1014) . The j measures set forth herein are based on the Transportation Master .D Plan and, if implemented, will allow said intersection to operate N O'` at a level of service equivalent to that level of service existing 0 prior to the occupation and use of the above-referenced facility. N CD 2. MITIGATION MEASURES Q. 2.1 The Developer shall pay its proportionate share of all costs associated with the construction of the following improvements if said improvements are encompassed within a Local Improvement District (L.I.D.) or one or more Transportation Improvement Program(s) : a. Installation of a four-lane bridge crossing of the Green River at the easterly projected alignment of S. 277th Street. said bridge shall be widened sufficiently to accommodate a left turn pocket at the intersection with Green River Road South. b. Construction of South 277th Street from East Valley Highway to the Green River bridge noted in paragraph 2.1.a above. Said construction shall be sufficient to accommodate four 272ND/277TH CORRIDOR PAGE 2 OF 15 RIED BY SM FEB 91990 improvements identified in Section 2.1 and property described in Exhibit A which may be contained within said L.I.D. 2.2.3 The Developer further agrees and covenants that the lapse of the ten (10) year period without the L.I.D. being formed does not release the Developer from the financial obligation described in Section 2.2.5 as such obligation is to provide for partial mitigation of existing and known environmental impacts at this time associated with this development. 2.2.4 The Developer agrees that one purpose of the L.I.D. described herein is to provide the opportunity for the Developer `D to satisfy the obligation reflected in Sections 2.1 and 2.2.5 Cr'O through the L.I.D. payment plan as complete or partial mitigation � of existing and known traffic environmental impacts at this time N associated with this development. The parties recognize that, O 00., pursuant to the provisions of Chapter 35A.43 RCW relating to Local Improvement Districts, the assessment for the Developer's proportionate share are the costs and expenses allocated in accordance with the special benefits conferred on the Developer's property by such improvements. The parties agree that should the L.I.D. encompass all improvements set forth in Section 2.1 above and the Developer pays its proportionate share of the costs and expenses in accordance with the special benefits conferred on the Developer's property for the L.I.D. improvements, the Developer is deemed to have met its obligation herein in full. Should the L.I.D. not encompass all improvements in Section 2.1 and the Developer is assessed for the costs and expenses of any special benefit to it by the L.I.D. as referenced herein, the parties further agree that shall not relieve the Developer of its obligation to pay its proportionate share of improvements described under Section 2.1 that are not included in the L.I.D. as set out 272ND/277TH CORRIDOR PAGE 4 OF 15 I RM BY STw FEB 91990 in this Agreement for purposes of mitigating existing, known and ,40 anticipated environmental impacts at this time associated with the development described herein. However, any assessment of the Developer for the L.I.D. described herein shall reduce the Developer's payment obligation set out herein by the amount of that assessment. The Developer covenants and concurs that any remaining amount which has not been further reduced through payments of Transportation Impact Fees through a Transportation Improvement Program as set forth in Section 2.2.8 below or by an amount agreed to by the City at the sole discretion of the City for other transportation improvements constructed by Developer with the City's approval which mitigate traffic impacts which are the .D subject of this agreement is due and payable in cash (U.S. currency) to the City within thirty (30) days of demand for payment CD Cr, which demand may be made no sooner than thirty (30) days after the O effective date of the ordinance confirming the final assessment C) roll nor later than ten (10) ye ars after execution of this Q. Agreement. Notwithstanding any other provision contained herein, the failure of the City to make demand for payment within said ten (10) year period shall not constitute a waiver of the City's right to require said payment or of the Developer's obligation to pay. Such remaining amount shall be determined as set forth in Section 2.2.10 below. 2.2.5 At the time that this Agreement is being entered into, the City of Kent has not adopted or defined a benefit area or boundaries for L.I.D. assessment purposes pursuant to RCW Chapter 35A.43. However, for the purpose of mitigating impacts to the environment caused by the Developer and to provide notice to all new developers of their possible future share of any L.I.D. assessment, the City has estimated peak hour trips for specific uses. To calculate the Developer's possible future share of the 272ND/277TH CORRIDOR PAGE 5 OF 15 RL B BY SM FEB 91990 'f L.I.D. assessment or its financial obligation as described herein, the peak hour trips of each individual use will be compared to the total available peak hour trips that the improvements would provide. The parties agree that the development described in Section 1.2 is anticipated to generate no more than 132 peak hour trips. The improvements described in Section 2.1 will reduce the impact to Kent's East-West corridor (SR 516) , which includes the intersections referred to in Section 1.3, by providing an additional 4,000 peak hour trip capability to Kent's East-West system. The parties also agree that the improvements described in Section 2.1 will mitigate the existing and known environmental impacts at this time which are associated with the development. r' Any special benefit to the properties for L.I.D. assessment O� CD purposes will be determined by the City of Kent pursuant to RCW NChapter 35A.43 utilizing the criteria, values, and project costs CD contained in the City of Kent's comprehensive Transportation Plan (, of May 7, 1984, now or as hereinafter amended, and the Puget Sound Council of Governments Green River Valley Transportation Action Plan of January, 1987, now or as hereinafter amended, which are incorporated herein by reference. For purposes of this computation, the Developer's proportionate share is estimated in 1986 dollars at $1,068 per peak hour trip. Notwithstanding any other provision of this Agreement, for the development described in paragraph 1.2 above, the Developer shall pay no more than the currently estimated total of One Hundred Forty Thousand Nine Hundred Seventy-Six Dollars ($140,976) in 1986 U.S. Currency ($1,068 per peak hour trip times 132 peak hour trips equals $140,976) or that amount as calculated in Section 2.2.10 below (whichever is less) . In the event no L.I.D. is created and the property is not assessed under any method other than that set out herein, the Developer shall pay the lesser of One Hundred Forty Thousand Nine Hundred Seventy-Six Dollars ($140,976) in 1986 U.S. 272ND/277TH CORRIDOR PAGE 6 OF 15 By s FEB 91990 FMin i , Currency within ten years after execution of this Agreement subject also to Section 2.2.9 or that amount as calculated in Section 2.2.10 below. 2.2.6 Pursuant to RCW Chapter 35A.43 in developing any L.I.D., the City shall evaluate all properties within the proposed L.I.D. boundaries and determine whether they are specially benefited. All properties specially benefited will be included within the boundaries of the L.I.D. and shall be assessed in a fair and equitable manner as provided by law. All owners of properties within those boundaries, including the Developer, may pursue objection to the assessment pursuant to State law. The City shall %0 set forth its basis for assessing all properties within the Oboundaries of any L.I.D. anticipated by this Agreement. If peak ohour trip generation is utilized in the assessment process as a OCU method of determining special benefits and assessing the property C) described in Exhibit A, the City shall notify the Developer at least 180 calendar days prior to the public hearing on the formation of the L.I.D. Upon said notification, the Developer shall have 120 days to submit to the City a traffic study, where applicable, depicting actual peak hour trip generation for the development described in Section 1.2 and shall have the opportunity to submit peak hour trip generation information and data of other properties specially benefited within the boundaries of the L.I.D. Any traffic study submitted to the City must be certified as to its validity and accuracy by a Washington State licensed civil engineer generally recognized as having expertise in transportation engineering. Where the City concurs with the findings of said study, the peak hour trips established therein shall take precedence over that established under Section 2.2.5. The terms of this section shall, however, only be applicable for those developments in which the building(s) therein are entirely utilized 272ND/277TH CORRIDOR PAGE 7 OF 15 r i + Ho BY STV FE B 91990 at the time of the study and the occupants) thereof have been established therein for at least six (6) months or as otherwise agreed to by the City. Failure to submit a certified traffic study in accordance with these provisions shall constitute a waiver of the right to alter, change, reduce, or modify any peak hour trip generation. 2.2.7 With respect to the final project costs, it is the City's intent to share with the Developer any grants or other agency financial participation the City may receive on this project. The City shall make its best effort to obtain such grants or other agencies financial participation. The split thereof, however, shall be such that the City's share shall not be less than Q` that of the Developer. The City shall share with the Developer all O 0` • final project costs of the project on a 50/50 split. O N O O 2.2.8 If the City implements a Transportation Improvement Q` Program, as provided in Chapter 179 of the 1988 Legislature, within ten (10) years of execution of this Agreement that includes within its boundaries the improvements identified in Section 2.1 and the property described in Exhibit A, the Developer may meet its financial obligation herein for those improvements in full through payment of those transportation impact fees that apply to those improvements provided for in the Transportation Improvement Program. Should the Transportation Improvement Program not encompass all improvements in Section 2.1 and the Developer pays the fees through the Program for the portion of the improvements covered by the Program, the parties further agree that shall not relieve the Developer of its obligation to pay its proportionate share of the costs of improvements described under Section 2.1 not included in the Program for purposes of mitigating existing, known and anticipated environmental impacts at the time associated with 272ND/277TH CORRIDOR PAGE 8 OF 15 . • FEB 91990 ' � 81 � i ,r the development described herein. However, any assessment of the Developer under the Program for a portion of the improvements 's payment obligation described herein shall reduce the Developer e fees. The Developer covenants set out herein by the amount of th and concurs that any remaining amount which has not been further in reduced through payments of L.I.D. assessments athe C set y at the Section 2.2.4 above or by an amount agreed to by sole discretion of the City for other transportation improvements constructed by Developer with the City's approval which mitigate traffic impacts which are the subject of this Agreement is due and payable in cash (U.S. currency) to the City within thirty (30) days � of demand for payment, which demand may be made no sooner than R r` date of the ordinance or,, thirty (30) days after the effective ears CD� confirming the final assessment role, nor later than ten (10 y after execution of this Agreement. Notwithstanding any other CD provision contained herein, the failure of the City to make demand for payment within said ten (10) year period shall not constitute a waiver of the city's right to require said payment or of the Developer's obligation to pay. Such remaining amounts shall be determined as set forth in Section 2.2.10 below. 2.2.9 The Developer's currently estimated total of One Hundred Forty Thousand Nine Hundred Seventy-Six Dollars ($140,976 — $1,068 per peak hour trip times 132 peak hour trips) identified in Section 2.2.5 shall be increased in the proportion to the increase in the Consumer Price Index (United States City Average for All Urban Consumers) , All Items, or the substituted index, as prepared ng the year United States Department of Labor for the year proved pursuant to in which either the final assessment r oll is the Local Improvement District or ten years after execution of this Agreement, whichever is sooner over this Index for 1986 in order to adjust for any inflation in the value of the dollar. 272ND/277TH CORRIDOR PAGE 9 OF 15 s . FFB 91990 2.2.10 Should the Developer's participation in the L.I.D. and/or the Transportation Improvement Program not fully encompass all improvements set forth in Section 2.1 above, the Developer shall meet its remaining obligation by paying the amcKmt to be calculated as set forth below. If said amount is greater than that amount calculated as set forth in Section 2.2.5, the Developer shall pay the lesser amount. To determine the remaining amount due and owing to the City by Developer, the City shall: 1. identify the geographic boundaries of the area generally benefited by the remaining improvements not covered by L.I.D. or Local Transportation Program; 2. calculate the costs of the remaining improvements based r cr% on an adopted, long term transportation plan identifying, among other things, the remaining improvements, which plan shall include any necessary CV acquisition of right of way, construction and O reconstruction of all minor and major arterial and CD intersection improvements, and identify design Q, standards, levels of service and capabilities.; 3. calculate the Developer's proportionate share of costs of improvements described under Section 2_3. of this Agreement; 4. give credit to the Developer for participation in public transportation and City adopted program for ride-sharing improvements and services; 5. give credit to the Developer for an amount agreed to by the City at the sole discretion of the City for other transportation improvements constructed by Developer with the City's approval which mitigate traffic impacts which are the subject of this Agreement; 6. the remaining amount due and owing shall not exceed the amount that the City can demonstrate is reasonably necessary as a result of the proposed development. The Developer may appeal the City's specific calculation of the remaining amount due and owing to the City by the Developer under Section 2.2.10. Such appeal shall be in writing and submitted to 272ND/277TH CORRIDOR PAGE 10 OF 15 r BY FEB 91990 o the Public Works Director seeking a deterination by the City m Hearing Examiner. Such appeal must be received by the Public Works Director no later than thirty (30) days of receipt by the Developer of the notice from the City of specific amount owing by the Developer. The appeal shall set forth the specific item or items being appealed and the specific reason(s) for the appeal. The Developer shall have the opportunity to present information to the Hearing Examiner supporting such appeal. The City shall have the opportunity to present information to the Hearing Examiner on appeal. The Examiner's consideration and decision shall be limited �O to the specific appeal items. The hearing on the appeal shall be � r*- held within fourteen (14) days of the filing of the appeal with the O` O Public Works Director. A Hearing Examiner shall issue a written 4� O decision within ten (10) days of conclusion of the hearing on the appeal. The Examiner's determination may be appealed to the City D` Council within ten (10) days of receipt of the Examiner's final determination. The appeal shall set forth the specific item or items being appealed and the specific reason(s) for the appeal. The City Council's consideration and decision shall be limited to the specific appeal items. The City Council's determination shall be final and binding. 3. SATISFACTION OF CONDITIONS - REMEDIES 3.1 The mitigation measures identified in Part 2 constitute those conditions necessary to completely or partially mitigate the environmental impacts on traffic and the City's system of streets and roads as a result of the identified development. The City shall not deny or otherwise condition approval of the identified development on the basis of traffic or vehicle trip generation except as required by the Environmental Checklist Determination of Nonsignificance issued by The City of Rent on August 18, 1989. 272ND/277TH CORRIDOR PAGE 11 OF 15 NLED BY ST JFEB 91990 3.2 Failure to comply with the mitigation conditions and measures set forth herein shall result in revocation of permits and forfeiture of all rights to occupy or otherwise use the identified development. Should the City determine that the Developer has failed to so comply, the City shall provide the Developer with written notice of such failure, setting forth the specific item or items of failure, and provide the Developer an opportunity to cure the defect or defects. All permits and rights shall be null and void if not cured within thirty (30) calendar days of receipt of the notice from the City by the Developer. The * Director of public Works shall determine if Developer has cured r- such defect or defects and so notify the Developer in writing O within the thirty (30) day opportunity to cure. The Developer may Oappeal the determination of the Director of Public Works in writing CD to the City Hearing Examiner within ten (10) days of receipt of CD 9*1 such determination from the Director of Public Works and that any action by the City to revoke development permits under this section shall be stayed pending such appeals. The Developer shall set forth the specific item or items being appealed and the specific reason for the appeal and shall have the opportunity to present information to the Hearing Examiner supporting such appeal. The City shall have the opportunity to present information to the Examiner on the appeal. The Examiner's consideration and decision shall be limited to the specific appeal items. The hearing on the appeal shall be held within fourteen (14) days of the filing of the appeal with the public Works Director. A Hearing Examiner shall issue a written decision within ten (10) days of conclusion of hearing on the appeal. The Examiner's determination may be appealed to the City Council within ten (10) days of receipt of the Examiner's final determination. The appeal shall set forth the specific item or items being appealed and the specific reason(s) 272ND/277TH CORRIDOR PAGE 12 OF 15 Y • . BY STW FEB 91990 � ': i for the appeal. The City council's consideration and decision shall be limited to the specific appeal items. The City Council's determination shall be final and binding. Nothing in this paragraph is intended as a waiver of either party's right to seek judicial review, as may be permitted by law, with regard to interpretation or enforcement of this Agreement after exhaustion of these administrative remedies. 3.3 If, by any reason of any default or breach on the part of either party in the performance of any of the provisions of this Agreement, a legal action is instituted, the parties shall be . responsible for their respective attorneys' fees and costs in -D connection therewith. It is agreed that the venue of any legal r, action brought under the terms of this Agreement shall be in King O . County, Washington. This Agreement shall be governed by the � applicable laws, rules, and regulations of the State of Washington C) and the City of Kent. 3.4 This Agreement shall be binding upon the heirs, successors, assigns and all other parties legally empowered with signatory rights of any or all of the parties hereto. 3.5 Any notice or demand required or permitted to be given under this Agreement shall be sufficient to be given in writing and if sent by registered or certified mail, return receipt requested, to the address of the parties set forth below. Any party may give notice in the manner provided in this paragraph to the other parties of a change of address. Any notice shall be deemed to have been given on the date it is deposited in the U.S. postal Service mail with postage prepaid. Names/Addresses Doug Klappenbach • 272ND/277TH CORRIDOR PAGE 13 OF 15 FM BY SM FEB 91990 Suite 4050 Key Tower, 1000 Second Avenue, Seattle, Washington 98104 3.6 Should the term, provision, condition or other portion of the Agreement be held to be inoperative, invalid, or void, the same shall not affect any other term, provision, condition or other portion of this Agreement; and the remainder of this Agreement shall be effective as if such term, provision, condition or portion had not been contained herein. 3.7 Upon execution, this Agreement shall be recorded with the King County Auditor's office. r O` THE CITY OF KENT CD LIMITED PARTNERSHIP, PtM,,, 1 , Director of Public Works Sul�T 4050 Key Tower 220 4th Avenue South 1000 Second Avenue Kent, Washington 98032 Seattle, Washington 98104 169-89 TL# 9825700566 9825700576 9825700580 9825700590 9825700835 r 272ND/277TH CORRIDOR PAGE 14 OF 15 Y " R1ED BY STV • . fEB 91990 • i EXHIBIT A Lots 4, 5, and 6, of Block B, Yesler's First Addition to the eTown of Kent according to Plats, recorded pursuaVolnt tothatlacertain City King County, Washington; and Lot A P Y Count Recording No. of Kent Lot Line Adjustment, No. 89-36 King 9001240759, together with any and all rights, title Kent interest in the vacated Third Avenue pursuant to City Vacation No. STV-89-3, City of Kent Ordinance 2895, including that part of Lot B, pursuant to that certain Lot Line Adjustment No. 89-36, King County Recording No. 9001240759. a N O (71 . O SV O O U` 272ND/277TH CORRIDOR PAGE 15 OF 15 HIED BY SM FEB 91990 STATE OF WASHINGTON SS COUNTY OF RING ) (To be used for a Partnership signing on behalf of another Partnership) i STATE OF WASHINGTON) SS COUNTY OF/) ' 0 ' ) On this �9aY of 199v before me, the undersigned, a Notary Public in an poeare State f Was ngton, duly co issioned and sworn, personallya P o me to a th 0 ship at execute the oregoing instrument, the partner an aCcnow a ged the said instrument to be the fe �dthereinary act and deed of said partnership, for the uses end purposes authorized to execute p. mentioned, and on oath stated that and on oath further Osaid instrument on behalf of said parrnership, e�ins stated that said partnershi � horizedrtofeXt%.rei�th/oa acknowle ed it as the vo unact o to be the free CD s c party or t e , n ^ poses mentioned in the instrument. it G •'5910 N Witness my hand��,�a r�off O- slal hereto affixed the day and year first above writt�nic°, r'a--- `"; # k* ';,�PU B LAG �.'_ �`P�•' F9 1°'� 1�� Notar ublic in an or th S to 9lF�F...... iry of Washington, residWAS\ ing at� My appointment expires kwp22-88 FEED BY S1w FEB 91990 STATE OF WASHINGTON ) j SS COUNTY OF KING ) On this Jr day of , 19 before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared _DON WICKSTROM to me known to be the DIRECTOR OF PUBLIC WORKS of THE CITY OF KENT , the Corporation that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, and for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute the said instrument and that the seal affixed is the corporate seal of said corporation. O� WITNESS my hand and official seal hereto affixed the day 0 and year first above written. O O CD 0` Notary Public in a6dd'for the State of Vjashinqton G` residing at My appointment expires �d'4 ao, l9g� kwp40-88 Rum BY STY/ . - FEB 91990 01-00-655861-1 OMB No.2502-0265 Escrow Number HUD-1(3-86) RESPA.HB 4305.2 A. U.: DEPARTMENT OF HOUSING ANC URBAN DEVELOPMENT B. TYPE OF LOAN: SETTLEMENT STATEMENT 1. ❑ FHA 2.❑ FMHA 3.❑ CONV.UNINS. TRANSAMERICA 4. ❑ VA 5. ❑ CONV.INS. TRANSAMERICA TITLE INSURANCE COMPANY 6. FILE NUMBER F7. LOAN NUMBER TITLE INSURANCE B. MORTG. INS.CASE NO. C. NOTE: This form is furnished to give you a statement of actual settlement costs.Amounts paid to and by the settlement agent are shown. Items marked "(p.o.c.)" were paid outside the closing; they are shown here for information purposes and are not included in the totals. E. NAME AND ADDRESS OF SELLER F. NAM E AND ADDRESS OF LENDER NAME AND ADDRESS OF BORROWER SECURITY PACIFIC BANK KENT CENTENNIAL CITY OF KENT 1110 SECOND AVE. LIMITED PARTNERSHIP SEATTLE, WA 1000 SECOND AVE. #4050 SEATTLE, WA 98104 ATTN: LEE CHAN PROPERTY LOCA110N H. SETTLEMENT AGENT I.SETTLEMENT DATE: Transamerica Title Insurance Company 302 WEST GOWE 1-24-90 PLACE OF SETTLEMENT 1200 6TH AVE. PARK PLACE BLDG. SEATTLE, WA 98101 K. SUMMARY OF SELLER'S TRANSACTION 400. GROSS AMOUNT DUE TO SELLER 401. Contract sales price 402. Personal property 403. r404. 405E 405F 405G 405H Adjustments for items paid by seller in advance 406. City/town taxes $ to 407. County taxes $ to 408. Assessments $ to 409. 410. 411. 412. 420. GROSS AMOUNT DUE TO SELLER: 425,497.70 500. REDUCTIONS IN AMOUNT DUE TO SELLER: 501. Excess deposit (see instructions) 502. Settlement charges to seller(line 1400) 1,75-1-18 503. Existing loon(s) taken subject to 504. Payoff of first mortgage loan 505. Payoff of second mortgage loan 506. 507. 508. 509A 509E 509C PROCEEDS - CITY OF KENT 21 509D 509E Snot 509G Adjustments for items unpaid by seller 510. City/town taxes $ to 511. County taxes $ to 512. Assessments $ to 513. LID #313-23 3-2-8 TO 1-2 514. LID 31 -23-2-89 515. 516. 520. TOTAL REDUCTIONAMOUNT 425,497.70 DUE SELLER 600. CASH AT SETTLEMENT TO/FROM SELLER: 601. Gross amount due to seller (line 420) 602. Less reductions in amount due seller(line 520) 603. CASH(C�TO)(OFROM)SELLER - - Form No.HUD-1 pg 1 r OMB No.2502-0265 rRANSAMERICA TITLE INSURANCE COMPA' Escrow Number 01-00-655861-1 HUD-1(3-86) RESNA.HB 4305.2 L. SETTLEMENT CHARGES 700. TOTAL SALES/BROKER'S COMMISSION PAID FROM based on price S % - SELLER'S Division of Commission (line 700)as follows: FUNDS to 702A to 702B $ to 702C $ o 702D $ to 703. Commission paid at Settlement 704. 705. 800, ITEMS PAYABLE IN CONNECTION WITH LOAN 801. Loan Origination fee % SECURITY PACIFIC BANK 802. Loan Discount % 803. Appraisal Fee to 804. Credit Report to 805. Lender's inspection fee 806. Mortgage Insurance application fee to 807. Assumption fee 808. Tax service to 809. BROKER FEE PU ET SOUND REAL ESTATE GROUP 810. KREHBIEL & HUBBARD 811. CONSULTING FEE MARX/OKUBO & ASSOC, 900. ITEMS REQUIRED BY LENDER TO BE PAID IN ADVANCE 901 Interest from to @$ /day 902. Mortgage insurance premium for months to 903 Hazard insurance premium for years to 904. years to 905. 000. RESERVES DEPOSITED WITH LENDER 001. Hazard insurance months @$ per month 002. Mortgage insurance months @ $ per month 003. City property taxes months @ $ per month 004. County property taxes months@ $ per month 005. Annual assessments months @ $ per month 006. 007. 100. TITLE CHARGES 101. Settlement or closing fee to TRANSAMERICA 450.00 102. Abstract or title search to 103. Title examination to 104. Title'insuronce binder to 105. Document preparation to 106. Notary fees to 1107. Attorney's Fees to (includes above items No.. 1108. Title insurance to TRANSAMERICA (includes above items No.. 1109. Lender's coverage $ 1110. Owner's coverage $ 1111 Indorsement to TRANSAMERICA - 1112. SALES TAX INDORSEMENT TRANSAMERICA 1113. 1)14. SATES TAX SI MT TRANSAMERICA 36.45 1115 SALES TAX TITLE TRANSAMERICA 94.93 1200. GOVERNMENT RECORDING AND TRANSFER CHARGES 1201. Recording fees: Deed $ Mortgage $ Releases $ 1202 City/county tox/stamps: Deed $ Mortgage $ EXCISE -0- 1203 Siate tax/stomps: Deed $ Mortgage $ 1204. UCC-1 DEPT. OF LICENSING 1205, 1206. 1300. ADDITIONAL SETTLEMENT CHARGES 1301. Survey to 1302, Pest inspection to 1303. 1304. 1305. 1306. 1400. TOTAL SETTLEMENT CHARGES (enter on limes 103, Section J and 502. Section K) 1,753.38 OMB o. -0265 Escrow Number 01-00-655861-1 HUD-1J(3-86)2 RESPA,HB4305.2 A. U.S DEPARTMENT OF HOUSING ANL, URBAN DEVELOPMENT B. TYPE OF LOAN: SETTLEMENT STATEMENT 1. ❑ FHA 2.❑ FMHA 3.❑ CONV.UNINS. TRANSAMERICA 4 ❑ VA 5. ❑ CONV. INS. TRANSAMERICA TITLE INSURANCE COMPANY 6. FILE NUMBER 7. LOAN NUMBER TITLE INSURANCE 8. MORTG. INS.CASE NO. C. NOTE: This form is furnished to give you a statement of actual settlement costs.Amounts paid to and by the settlement agent are shown. Items marked "(p.o.c.)" were paid outside the closing: they are shown here for information purposes and are not included in the totals. NAME AND ADDRESS OF BORROWER E. NAME AND ADDRESS OF SELLER F. NAME AND ADDRESS OF LENDER KENT CENTENNIAL CITY OF KENT SECURITY PACIFIC BANK 1110 SECOND AVE. LIMITED PARTNERSHIP SEATTLE, WA 1000 SECOND AVE. #4050 SEATTLE, WA 98104 ATTN: LEE CHAN PROPERTY LOCA1ION H. SETTLEMENT AGENT 1.SETTLEMENT DATE: 302 WEST GOWE Transamerica Title Insurance Company 1-24-90 PLACE OF SETTLEMENT 1200 6TH AVE. PARK PLACE BLDG. SEATTLE, WA 98101 K. SUMMARY OF SELLER'S TRANSACTION 400. GROSS AMOUNT DUE TO SELLER 401. Contract sales price 425,492-70 402. Personal property 403. 404. 405A 405E 405C 405D 405E 405F 405G 405H Adjustments for items paid by seller in advance 406. City/town taxes $ to 407. County taxes $ to 408. Assessments $ to 409. 410. 411. 412. 420. GROSS AMOUNT DUE TO SELLER: 425,497.70 500. REDUCTIONS IN AMOUNT DUE TO SELLER: 501. Excess deposit (see instructions) 502. Settlement charges to seller(line 1400) 753.38 503. Existing loan(s) taken subject to 504. Payoff of first mortgage loan 505. Payoff of second mortgage loan 506. 507. 508. 509A 509E 509C PROCEEDS - CITY OF KENT 421,834.86 509D 509E 509F 509G Adjustments,for items unpaid by seller 510. City/town taxes $ to 511. County taxes $ to 512. Assessments $ to 513. LID #313-23 3-2-8 TO 1-2 514. LID 1 -2 - - 515. 516. 520. TOTAL REDUCTION AMOUNT 425,497.70 DUE SELLER 600. CASH AT SETTLEMENT TO/FROM SELLER: 601. Gross amount due to seller (line 420) 602. Less reductions in amount due seller(line 520) 603. CASH(Q�TO)(OFROM)SELLER _ - Form No.HUD-1 pg 1 OMB No.2502-0265 rRANSAME,r'ICA TITLE INSURANCE COMPA► iscrow Number 01-00-655861-1 HUD-1(3-86) RESPA.HB4305.2 L. SETTLEMENT CHARGES 700. TOTAL SALES/BROKER'S COMMISSION PAID FROM based on price S % - SELLER'S Division of Commission(line 700)as_follows: FUNDS 701. $ to 702A $ to 702E $ to 702C $ to 702D $ to 703. Commission paid at Settlement 704. 705. 800. ITEMS PAYABLE IN CONNECTION WITH LOAN 801. Loan Origination fee % SECURITY PACIFIC BANK 802. Loan Discount 803. Appraisal Fee to 804. Credit Report to 805. Lender's inspection fee 806. Mortgage Insurance application fee to 807. Assumption fee 808. Tax service to 809. BROKER FEE PU ET SOUND REAL ESTATE GROUP 810. KREHBIEL & HUBBARD 811. 900. ITEMS REQUIRED BY LENDER TO BE PAID IN ADVANCE 901. Interest from to @$ /day 902. Mortgage insurance premium for months to 903 Hazard insurance premium for years to 904 years to 905. 1000. RESERVES DEPOSITED WITH LENDER 001. Hazard insurance months @$ per month 002. Mortgage insurance months @ $ per month 603. City property taxes months®$ per month 004. County property taxes months@ $ per month 005. Annual assessments months @ $ per month 006. 1007. 100. TITLE CHARGES 101. Settlement or closing fee to TRANSAMERICA 102. Abstract or title search to 103. Title examination to 1104. Title insurance binder to 1105. Document preparation to 1 106. Notary fees to 1107. Attorney's Fees to (includes above items No 1.172.00 1108. Title insurance to TRANSAMERICA (includes above items No.: 1109. Lender's coverage $ 1110. Owner's coverage $ 1111 Indorsement to TRANSAMERICA 1112 SALES TAX INDORSEMENT TRANSAMERICA 1113. 45 1114 SAI ES TAX SLMT TRANSAMFR 94 TCA . 1115. SALES TAX TITLE TRANSAMERICA .93 i 200. GOVERNMENT RECORDING AND TRANSFER CHARGES 1201. Recording fees: Deed $ Mortgage $ Releases $ 1202. City/county tax/stamps: Deed $ ; Mortgage $ EXCISE -0- 1203. State tax/stamps: Deed $ ; Mortgage $ 1204. UCC-1 DEPT. OF LICENSING 1205. 1206. 1300. ADDITIONAL SETTLEMENT CHARGES 1301. Survey to 1302. Pest inspection to 1303. 1304. 1305. 1306. i 1400. TOTAL SETTLEMENT CHARGES (enter on lines 103. Section J and 502. Section K) 1,753.38 Form No.HUD-1 pg 2 E iUN 2 9 1990 LEASE CITY OF KE-04T CITY CLERK, 1. PARTIES. This Lease is entered into this 25th day of October, 1989, by and between Centennial Venture Limited Partnership, a Washington limited partnership ("Landlord") , and The City of Kent, a municipal corporation ("Tenant") . 2 . PREMISES. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord upon the terms and conditions herein set forth that certain class A office space (the "Premises") , containing approximately 26, 460 square feet of gross leasable floor area as shown on Exhibit A (drawing dated August 29, 1989 P. 2 and P. 3 prepared by Lance Mueller and Associates) attached hereto and incorporated herein by this reference. The actual square footage shall be determined by the final plans for Tenant Improvements. The Premises constitute a portion of a building (the "Building") located at 400 West Gowe Street, Kent, Washington, and situated upon the real property legally described on Exhibit B attached hereto and incorporated herein by this reference (the "Land") . 3 . COMMON AREAS. The following areas adjacent to or located in or on the Premises, Building, or Land shall constitute Common Areas available for Tenant's non-exclusive use including without limitation: walkways, hallways, lobbies, stairways, driveways, lavatories, landscaped areas and grounds, certain covered and uncovered parking areas, including that certain parking garage located generally adjacent to the Building ("Parking Garage") , and all other areas used in common by the tenants, Landlord, invitees and employees of the Tenants of the Building. All Common Areas shall be subject to Landlord' s management and control and shall be operated and maintained in such manner as Landlord, in its discretion shall determine. Provided, however, that Landlord shall consistently maintain the Common Areas to a standard consistent with the office buildings known as Kent City Hall in the City of Kent. Landlord may, from time to time in Landlord' s sole discretion, alter, modify or change the dimensions and location of the Common Areas provided such alteration is reasonably consistent with Tenant' s use of the Premises. Tenant and others entitled or allowed to use the Common Areas shall be subject to and shall comply with such reasonable rules and regulations as may be established by Landlord from time to time, so long as Tenant, in its capacity as a City, is legally permitted to do so. All of the Premises and Common Areas shall be consistent with federal, state and local laws requiring accessibility of facilities to the handicapped. 4 . LEASE TERM AND COMMENCEMENT DATE. This Lease shall be for a term of ten years and shall commence on July 1, 1990 (the "Commencement Date") , and shall end on June 30, 2000 (the "Termination Date") , subject to the provisions of paragraph 28 . Landlord shall, in accordance with the provisions of the Addendum No. 1 For Tenant Improvements attached hereto and incorporated herein by this reference, complete certain Tenant Improvements to the Premises and deliver possession of the Premises with such Tenant Improvements completed pursuant to the Addendum For Tenant Improvements. The Commencement Date shall be deemed to occur within three (3) business days of that date Landlord notifies Tenant in writing that the architect has determined that the Tenant Improvements are substantially completed and the Premises are available for occupancy. Landlord shall not be liable for failure to give possession of the Premises on the Commencement Date because the Premises are not ready for occupancy, or due to any other person wrongfully occupying the Premises or for any other reason. In such event, payment of rent and other charges hereunder shall not commence until the day that possession is available to Tenant and the Commencement Date shall be postponed until that day. If possession is delayed the Termination Date shall be postponed so that the length of the Lease term remains as provided for hereinabove. Notwithstanding the foregoing, if Landlord shall not have delivered possession of the Premises within two hundred ten (210) days from the Commencement Date, Tenant may, at its option, by notice in writing to Landlord within ten (10) days thereafter, cancel this Lease. For purposes of this paragraph, possession is defined to be that date Landlord notifies Tenant in writing that the architect has determined that the Tenant Improvements are substantially completed and that the Premises are available for occupancy. If Tenant cancels the Lease as herein provided, the Landlord shall return any and all monies previously deposited or paid by Tenant and the parties shall each be discharged and released from all obligations hereunder without liability to the other. If Tenant elects not to cancel this Lease, Tenant may specifically enforce this Lease against Landlord. Landlord acknowledges and agrees that Tenant is relying on Landlord's performance of its obligations under this Lease and all exhibits and addendums hereto. 5. RENT; ADDITIONAL RENT. 5. 1 Monthly Rent. Tenant agrees to pay Landlord as Rent, without notice or demand, the sum of: Months 1-12 at $28, 553 .54 per month ($14.75/square foot/year) ; Months 13-24 at $29, 037. 50 per month ($15. 00/square foot/year) ; Months 25-60 at $36,933 . 75 per month ($16.75/square foot/year) ; Months 61-120 at $41,454 . 00 per month ($18.80/square foot/year) ; 2 - (collectively, "Monthly Rent") , in advance, on or before the first day of the first full calendar month of the term hereof and a like sum on or before the first day of each and every successive calendar month thereafter during the term hereof. Monthly Rent for any period during the term hereof which is for less than one month shall be a prorated portion of the Monthly Rent herein, based upon a thirty (30) day month. The Monthly Rent payable hereunder shall be subject to adjustment as hereinafter provided in subparagraph 5.2, and Tenant agrees to pay as additional rental, the amount of the rental adjustments and other charges required by this Lease. All Rent shall be paid to Landlord at the address to which notices to Landlord are to be given, in accordance with paragraph 27. 17 herein, without deduction or offset in lawful money of the United States of America, or to such other persons or at such other place as Landlord may from time to time designate in writing. 5.2 Monthly Rent Adjustment; Additional Rent. It is agreed that the Monthly Rent called for in subparagraph 5. 1 above includes Tenant's Share of "Operating Expenses. " The amount of annual Operating Expenses which Landlord has included within the Monthly Rent at the commencement of the Lease term is three dollars and 75/100 ($3 .75) per square foot per year (or 31.25/100 Dollars ($. 3125) per square foot per month) ("Operating Expenses Base") . 5.2. 1 Operating Expenses. Operating Expenses include any and all costs and expenses directly related to and incurred by Landlord in connection with the repair, operation, and maintenance of the Building, including interior and exterior maintenance, all costs to maintain, repair, and replace Common Areas, including covered and uncovered parking areas (including the Parking Garage) , elevators, sidewalks, driveways, exterior walls (including periodic painting thereof) , roofs, and all other areas used in common by tenants of the Building and, in addition, the structural parts including the foundation, bearing, and exterior walls (including glass and doors) , flooring and subflooring, and all reasonable costs to supervise, manage, and administer the maintenance of the Building and the Land, including the Common Areas, and such fees as may be paid to a third party in connection with such supervision and management or a fee to Landlord or Landlord's designee to supervise and administer the maintenance of the Building and the Land, including the Common Areas, including wages, salaries, and benefits of personnel engaged in the management, operation, maintenance, or repair of the Building and the Land; the costs of the annual determination of the operating expenses, the amortization of capital investments made to reduce operating costs and the amortization of extraordinary repairs made to extend the life of the Building in accordance with generally accepted operational and maintenance procedures, and all costs of 3 - services furnished by Landlord, including janitorial, security, gardening, landscaping, and related costs and expenses, licenses, permits, and inspection fees, the cost of supplies, materials, equipment, and tools used in connection with the maintenance, operation, or repair of the Building and Land, and all other costs and expenses directly related to the operation, maintenance, and repair of the Building, Land and Common Areas, together with Real Estate taxes and insurance defined as follows: Real estate taxes. All real estate taxes, including, without limitation, any installments payable for any improvement assessments, personal property taxes, and any and all other governmental charges, general or special, ordinary or extraordinary, of any kind and nature whatsoever, including without limitation, surcharges levied upon or assessed upon parking spaces or areas (including the Parking Garage) , and payments to public transit or carpooling facilities required by any governmental agency; and Insurance. Any and all insurance premiums including fire, extended coverage, public liability, boiler, elevator, D.I.C. , property damage, and other insurance premiums as such amounts relate to the Premises, the Building, and the Land on which the Premises are located. 5.2.2 Tenant's Share of Operating Expenses. Tenant's Share of Operating Expenses shall equal its prorated share of the total Operating Expenses calculated by dividing the actual square foot area of the Premises by the actual total leasable area in the Building containing the Premises. As of the date of this Lease, it is estimated that Tenant's Share will be 37%. Operating Expenses covering a period not within the term of this Lease shall be prorated. 5.2.3 Adjustment. For purposes of Tenant' s paying its share of Operating Expenses, Tenant and Landlord agree that the Monthly Rent called for in subparagraph 5. 1 above is subject to adjustment at the beginning of each calendar year for the term hereof. The Monthly Rent shall be adjusted to include Tenant's Share of Operating Expenses in excess of the Operating Expenses Base of three dollars and 75/100 ($3 .75) per square foot per year (or $. 3125 per square foot per month) for Months 1-12 ; and four dollars ($4. 00) per square foot per year (or $.34 per square foot per month) for Months 13-60. If Tenant's Share of the Operating Expenses paid or incurred by Landlord for any calendar year exceeds the Operating Expenses Base included in Tenant's Monthly Rent, then Tenant shall pay such excess as additional rent. 4 - On March 1 after the beginning of each calendar .year of the term hereof, Landlord shall give to Tenant a statement of any additional rent payable by Tenant hereunder for the previous year, which shall be due and payable within thirty (30) days of Tenant's receipt of said statement. In addition, Tenant shall pay Tenant's Share of Landlord's estimate of the amount by which the Operating Expenses shall exceed the Operating Expenses Base. This estimated amount shall be divided into twelve (12) equal monthly installments. Tenant shall pay to Landlord, concurrently with the regular Monthly Rent payment next due following the receipt of such statement, an amount equal to one (1) monthly installment multiplied by the number of months from January in the calendar year in which said statement is submitted to the month of such payment, both months inclusive. Subsequent installments shall be payable concurrently with the regular Monthly Rent payments for the balance of that calendar year and shall continue until the next calendar year' s statement is rendered. If, in any calendar year the actual amount of Tenant's Share of actual Operating Expenses which is in excess of the Operating Expenses Base is less than the payments made by Tenant during that year, then upon receipt of Landlord's statement, Landlord shall, pay the excess to Tenant at the time Landlord furnishes said statement, or credit the excess toward Tenant's payments of Tenant' s Share of Operating Expenses in the next succeeding calendar year, at Tenant's sole election. However, in no event shall Tenant be credited for any amount which will cause Tenant's rent to be reduced below the Monthly Rent established in paragraph 5. 1 above. Even though the term is expired and Tenant has vacated the Premises, when the final determination is made of Tenant's Share of Operating Expenses for the year in which this Lease terminates, Tenant shall immediately pay any increase due over the estimated Operating Expenses paid and, conversely, any overpayment made in the event said Operating Expenses decrease shall be immediately rebated by Landlord to Tenant. 5. 3 Late Charges. In the event that any rent, either minimum or additional rent, is not paid when due, interest at the rate of three percent (3%) per annum above the publicly announced prime rate charged by Rainier National Bank, Main Branch, from time to time shall accrue from the date due until all rent and interest has been paid in full. Acceptance by Landlord of partial payment of rent and/or interest thereon shall not constitute a waiver of any remaining unpaid rent and/or interest. 5.4 Change in Method of Taxation_. If, at any time during the term of this Lease, the present method of taxation is changed to that in lieu of or in addition to the whole or part of 5 - any taxes, assessments, or charges levied, assessed, or imposed upon real estate and the improvements thereon, there is levied, assessed, or imposed on Landlord a capital levy, or other tax directly on the rents received or a franchise tax assessment, levy, or charge measured by or based, in whole or in part, upon such rents for the present or any future building or buildings on the Land or any other tax or assessment, levied or assessed in lieu of or in addition to present taxes, assessments or charges, then all such other or additional taxes, assessments, levies, or charges will be deemed to be included within the term "real estate taxes" for the purposes hereof. 6. SECURITY DEPOSIT. Tenant has deposited with Landlord the sum of Twenty-Eight Thousand Five Hundred Fifty-three and 54/100 Dollars ($28,553 .54) (which sum is equal to one month's Monthly Rent) as of the date of execution of this Lease. Said sum shall be held by Landlord as security for the faithful performance by Tenant of all the terms, covenants, and conditions of this Lease to be kept and performed by Tenant during the term hereof. If Tenant defaults with respect to any provision of this Lease, including, but not limited to, the provisions relating to payment of rent, Landlord may (but shall not be required to) use, apply, or retain all or any part of this security deposit for payment of any rent or any other sum in default or for the payment of any amount which Landlord may spend or become obligated to spend by reason of Tenant's default or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default. If any portion of said deposit is so used or applied, Tenant shall, within five (5) days after written demand thereof, deposit cash with Landlord in an amount sufficient to restore the security deposit to its original amount and Tenant's failure to do so shall be a default under this Lease. Landlord shall not be required to keep the security deposit separate from its general funds. Landlord shall receive any and all interest accruing on such deposit. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, the security deposit shall be returned to Tenant within 10 days following expiration of the Lease term. In the event of termination of Landlord's interest in this Lease, Landlord shall transfer said deposit to Landlord's successor in interest. The use by Landlord of all or a portion of the security deposit shall not constitute a limitation on damages for which Tenant may be liable as a result of its nonperformance hereunder. 7. USE OF PREMISES. Tenant's use and occupancy of the Premises shall be for general municipal office purposes and uses incidental thereto. Tenant shall not use or permit the Premises to be used for any other purpose without the prior written consent of Landlord. In connection with such uses, Tenant may be permitted to occupy a portion of the Common Areas to be agreed upon by Landlord and Tenant for purposes such as, but not limited to, an information stand or public kiosk; provided, however, - 6 - Tenant shall be exclusively responsible for maintenance of such area. 7 . 1 Uses Prohibited. Except as is normal and customary for the City of Kent, no retail sales shall be made on the Premises. Tenant shall not do or permit anything to be done in or about the Premises nor bring or keep anything therein which will in any way increase the existing rate of or affect any fire or other insurance upon the Building or any of its contents or cause a cancellation of any insurance policy covering the Building or any part thereof or any of its contents. Tenant shall not do or permit anything to be done in or about the Premises which will unreasonably obstruct or interfere with the rights of other tenants or occupants of the Building nor shall Tenant allow the Premises to be used for any unlawful purpose, nor shall Tenant cause, maintain, or continue any nuisance in, on, or about the Premises. Tenant shall not commit or allow to be committed any waste in or upon the Premises. 7. 2 Compliance With Law. Tenant shall not use or permit the use of the Premises in any way in violation of any applicable law or regulation. Tenant shall, at its sole cost, promptly comply with all such laws and regulations and with the requirements of any board of fire underwriters other similar bodies now or hereafter constituted relating to the condition, use or occupancy of the Premises. The judgment of any court of competent jurisdiction or the admission of Tenant in any action against Tenant that Tenant has violated any applicable law or regulation, whether or not Landlord is a party, shall be conclusive of that fact as between Landlord and Tenant. 7. 3 Use of Parking Garage; Parking Charges. The Parking Garage together with any uncovered parking stalls shall be used for vehicle parking only and not for general storage, except as provided below. Garbage and refuse awaiting collection shall be stored only in dumpster-type containers which shall be placed in areas away from public view. Except as otherwise provided in this Lease, use of the Parking Garage shall be subject to parking charges from time to time, as determined by Landlord, during the term of this Lease. 7. 3 . 1 Landlord shall make available to Tenant, for Tenant' s exclusive use, a minimum of fifty-three (53) parking stalls among which will be included ten (10) of those parking stalls designated as large stalls located on the first level of the Building and shown in the plans and specifications for the Building, for the Initial term and any extensions of the term of this Lease. Landlord shall make such fifty-three (53) stalls available to Tenant at no charge to Tenant. From time to time during the extended term of this Lease, Landlord may determine that additional parking stalls are available for lease by Tenant within the Parking Garage. Upon Landlord' s determination that such additional parking stalls are available for lease - 7 - Landlord shall provide Tenant with a first option to lease such parking stalls by written notice that such parking stalls are available for lease, which notice shall include the number of parking stalls available. The lease of additional parking stalls shall be on such terms and for such charges as are then agreed to in writing by Landlord and Tenant. Landlord agrees that such lease charges shall be consistent with then fair market rate for parking in comparable facilities as the Parking Garage. Tenant shall advise Landlord in writing within twenty-one (21) days of Tenant's receipt of Landlord's notice whether Tenant wishes to lease the available additional parking stalls. If Tenant does not timely notify Landlord, then Landlord shall be free to lease such parking stalls to any other party. In the event during the term of this Lease, Tenant shall be assessed parking charges for stalls other than the original 53 parking stalls, such parking charges shall be paid monthly, as additional rent, in the same manner as minimum Monthly Rent is paid pursuant to paragraph 5 of this Lease. 7. 3 . 2 In addition to the fifty-three (53) minimum stalls made exclusively available for Tenant as provided above, Landlord shall make available for use by the general public, during the Initial term of this Lease and any extensions thereof, no less than thirty-five (35) parking stalls. Tenant shall assist Landlord in limiting the use of such parking stalls to members of the general public by requesting City of Kent employees to refrain from parking in such parking stalls available for use by the general public. 7.3 .3 No long term, intentional storage of City of Kent vehicles shall be allowed in the Parking Garage; however, Landlord acknowledges and agrees that certain municipal cars, light duty trucks and trailers may be parked by Tenant within the Parking Garage overnight and on weekends. Landlord and Tenant may elect to designate mutually acceptable portions of the parking stalls within the Parking Garage for municipal employees and overnight/weekend parking of City of Kent vehicles. S. ALTERATIONS AND ADDITIONS. Tenant shall not make or allow to be made any major alterations, major improvements, or major changes to or of the Premises or any part thereof without the prior written consent of Landlord, and all improvements, alterations, or changes so made shall become a part of the leased Premises and shall belong to Landlord upon expiration or sooner termination of this Lease. As used herein, "major" alterations, improvements and changes shall mean those alterations, improvements and changes individually or in the aggregate which exceed $5000 in cost per year; provided, however, that all alterations, improvements or changes permitted hereunder including, without limitation, major and non-major alterations, improvements or changes, shall be subject to Tenant's compliance with the following criteria: 8 - 8. 1 Tenant shall have obtained all required governmental approvals; 8.2 Tenant shall have complied with all applicable laws, rules, regulations, conditions of any governmental approvals and the requirements of Landlord' s lender; 8.3 Tenant shall not damage or reduce the structural or design integrity of the Building; 8.4 Such alterations, improvements or changes shall not reduce or impair the value or marketability of the Premises or Building; 8 .5 Such alterations, improvements or changes shall be completed at Tenant's expense, free of any lien whatsoever, or claim of lien. Except as Landlord and Tenant may otherwise agree, in the event Landlord consents to the making of any alterations, additions, or improvements to the Premises by Tenant, the same shall be made by Tenant at Tenant's sole cost and expense. 9. MAINTENANCE AND REPAIRS. Responsibility for maintenance and repairs shall be allocated between Landlord and Tenant as follows: 9. 1 Tenant's Obligations. By taking possession of the Premises, Tenant shall be deemed to have accepted the Premises as being clean and in good order, condition, and repair. Tenant shall, at Tenant's sole cost and expense, keep the interior of the Premises and every part thereof in good condition and repair, except as hereinafter provided with respect to Landlord's obligations. Tenant shall, upon the expiration or sooner termination of this Lease, surrender the Premises to Landlord in good condition, broom clean, ordinary wear and tear excepted. Damage caused by Tenant's use of the Premises or Building shall be repaired at the sole cost and expense of Tenant. 9. 1. 1 Subrogation rights. In the event the Premises or any portion of the Building should require any repairs which Landlord determines are subject to cure by contractors' bonds or other warranties available to Landlord, Tenant shall have the following subrogation rights with respect to any such warranties: if such repairs are those to be performed by Tenant, full rights; if such repairs are to be performed by Landlord and reimbursed by Tenant, pro rata rights with other affected tenants. Otherwise, responsibility for repairs shall be as provided in this Lease. 9.2 Landlord's Obligations. Landlord shall maintain or cause to be maintained in reasonably good order and condition, the Premises, Building and Common Area, including lobbies, - 9 - stairs, elevators, restrooms, the central heating, air conditioning and ventilation systems, water, sewer, fire protection and mechanical and electrical distribution systems and equipment serving the Building and the structural portions of the Building. In the event the Building of which the Premises are a part is occupied by third parties, in addition to Tenant, and in the event such maintenance and repairs are necessitated in whole or in part by the acts, neglect, fault, or omission of any duty by Tenant, its agents, servants, employees, invitees, Tenant shall pay to Landlord the entire cost of such maintenance and repairs as necessitated in whole or in part, rather than a prorated portion thereof as provided in paragraph 5.2 .2 . Any injury to or interference with Tenant's business arising from the making of any repairs, alterations, or improvements in or to any portion of the Building, Common Areas or the Premises or in or to fixtures, appurtenances, and equipment shall not be deemed to be an eviction of Tenant or relieve Tenant of any of its obligations hereunder, it being agreed that such repairs, maintenance, alterations and improvements shall be accomplished with as little inconvenience to Tenant as possible, and with prior notice to Tenant and Tenant's agreement as to the timing of such repairs. 10. LIENS. Tenant shall keep the Premises and the Land on which the Premises are situated free from any liens arising out of any work performed, materials furnished, or obligations incurred by Tenant. Landlord may require, at Landlord's sole option, that Tenant shall provide Landlord, at Tenant's sole cost and expense, a lien bond in an amount equal to one and one-half (1-1/2) times the amount of the claim of lien, if any, directly arising out of the improvements, additions, or alterations in the Premises which Tenant solely makes with Landlord' s prior consent, and to insure Landlord against any liability from mechanics' and materialmen's liens, if Tenant shall dispute any claim of lien made. On final determination of the lien and claim for lien by settlement or by final determination of a court of competent jurisdiction, Tenant shall immediately pay any judgment rendered, together with all proper costs and charges, and shall have the lien released or judgment satisfied at no cost to Landlord to the extent of Tenant's liability under such final determination. 11. HOLD HARMLESS. 11. 1 No liability shall attach to Tenant or Landlord by reason of entering into this Lease, except as expressly provided in accordance with the Lease terms. 11.2 Subject to the limitations set forth below, Landlord agrees to indemnify and hold Tenant, its elected officials, officers, employees and agents harmless from any and all claims, demands, losses, actions and liabilities to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives arising from, resulting from, or connected with this Lease to the extent caused by the negligent acts, errors or omissions of Landlord, its - 10 - agents, employees, contractors, or representatives, or by Landlord's breach of this Lease. 11.3 Subject to the limitations set forth below, Tenant agrees to indemnify and hold Landlord, its partners, officers, employees and agents harmless from any and all claims, demands, losses, actions and liabilities to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives arising from, resulting from, or connected with this Lease to the extent caused by the negligent acts, errors, or omissions of Tenant, its agents, employees, contractors, or representatives, or Tenant's breach of this Lease. 11.4 Landlord's duty to defend and indemnify Tenant shall not apply to liability for damages arising out of bodily injury to persons or damage to property, if determined by a court that such injury or damage was caused by or resulted from the sole negligence of Tenant, its agents, employees or representatives. 11.5 Tenant's duty to defend and indemnify Landlord shall not apply to liability for damages arising out of bodily injury to persons or damage to property, if determined by a court that such injury or damage was caused by or resulted from the sole negligence of Landlord, its agents, employees or representatives. 11.6 Landlord specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act, Title 51 RCW. Further, the indemnification obligation under this Lease shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under worker's compensation acts, disability benefits . acts, or other employee benefits acts. This promise of indemnity specifically applies in the case of injuries to Landlord's own employees. 11.7 Landlord's and Tenant's duty to defend, indemnify, and hold the other harmless shall include, as to all claims, demands, losses, actions and liability to which it applies, the other party's personnel related costs, reasonable attorneys' fees, court costs, and all other claim related expenses, including attorneys' fees and other costs incurred by the other party to enforce and establish its rights. 11.8 Notwithstanding the foregoing, Landlord shall not indemnify Tenant for claims, costs, and liabilities arising solely from the negligence or wrongful acts of the other tenants. 11.9 Tenant shall give immediate written notice to Landlord in case of casualty or accidents in the Premises that are reported to Tenant, or of which Tenant is aware. Failure to - 11 - give notice, however, shall not affect any rights or obligations of the parties under this paragraph. 11. 10 The provisions of this paragraph 11 shall survive the expiration or termination of this Lease with respect to any events occurring prior to such expiration or termination. 12. SUBROGATION. As long as their respective insurers so permit, Landlord and Tenant hereby mutually waive their respective rights of recovery against each other for any loss insured by fire, extended coverage, and other property insurance policies existing for the benefit of the respective parties. Each party shall apply to their insurers to obtain said waivers. Each party shall obtain any special endorsements, if required by their insurer, to evidence compliance with the aforementioned waiver. 13. LIABILITY INSURANCE. Tenant shall, at Tenant's expense, obtain and keep in force during the term of this Lease a policy of comprehensive public liability insurance insuring Landlord and Tenant against any liability arising out of the ownership, use, occupancy, or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be in amount not less than $1, 000,000 Combined Single Limit with respect to injuries to or death of persons, and/or destruction of or damage to property. The limit of any such insurance shall not, however, limit the liability of Tenant hereunder. Tenant may provide this insurance under a blanket policy provided said insurance shall have a landlord's protective liability endorsement attached thereto. If Tenant shall fail to procure and maintain said insurance, Landlord may, but shall not be required to, procure and maintain the same at the expense of Tenant. Tenant shall deliver to Landlord, prior to right of entry, letters evidencing the existence and amounts of such insurance. No policy shall be cancelable or subject to reduction of coverage without prior written notice to Landlord, provided, if such insurance or policy is cancelled or reduced, Tenant shall replace the same immediately with coverage which complies with the provisions of this paragraph. All such policies shall be written as primary policies not contributing with and not only in excess of coverage which Landlord may carry. 14. SERVICES AND UTILITIES. Provided that Tenant is not in default hereunder, Landlord agrees to furnish to the Premises during reasonable hours of generally recognized business days, to be agreed to by Tenant and Landlord, and during non-business hours and non-business days, 24 hours a day, 7 days a week, on an access and override basis, and subject to the reasonable rules and regulations of the Building of which the Premises are a part, the following services: (a) electricity for normal lighting and fractional horsepower office machines, (b) heat and air conditioning required in Landlord' s judgment for the comfortable use and occupation of the Premises; (c) janitorial services unless Tenant advises Landlord of Tenant's desire to provide its - 12 - own janitorial services; and (d) water in quantities reasonably used by Tenant. Landlord shall also maintain and keep lighted the common stairs, common entries and toilet rooms in the Building of which the Premises are a part. Landlord shall not be liable for, and Tenant shall not be entitled to, any reduction of rent by reason of Landlord's failure to furnish any of the foregoing when such failure is caused by accident, breakage, repairs, strikes, lockouts or other labor disturbances or labor disputes of any character, or by any other cause, similar or dissimilar, beyond the reasonable control of Landlord. Landlord shall not be liable under any circumstances for a loss of or injury to property, however occurring, through or in connection with or incidental to failure to furnish any of the foregoing, except to the extent such loss or injury is directly caused by Landlord. Wherever heat generating machines or equipment are used by Tenant in the Premises which affect the temperature otherwise maintained by the air conditioning system, Landlord reserves the right to install supplementary air conditioning units in the Premises and the cost thereof, including the cost of installation, and the cost of operation and maintenance thereof shall be paid by Tenant to Landlord upon demand by Landlord. Tenant will not, without written consent of Landlord, use any apparatus or device in the Premises, including machines which require electricity in excess of that normally used by office machines such as photocopiers and mini computers, which will in any way increase the amount of electricity usually furnished or supplied for the use of the Premises as municipal office space; nor connect with electric current except through existing electrical outlets in the Premises as agreed to in Tenant Improvements, any apparatus or device, for the purpose of using electric current. If Tenant shall require water or electric current in excess of that usually furnished or supplied for the use of the Premises as general office space, Tenant shall first procure the written consent of Landlord, which consent shall not be unreasonably withheld, to the use thereof and Landlord may cause a water meter or electrical current meter to be installed in the Premises, so as to measure the excess amount of water and electric current consumed for any such use. The cost of any such meters and of installation, maintenance and repair thereof shall be paid for by Tenant and Tenant agrees to pay to Landlord promptly upon demand, therefor by Landlord, for all such water and electric current consumed as shown by said meters, at the rate charged for such services by the local public utility furnishing the same, plus any additional expense incurred in keeping account of the water and electric current so consumed. If a separate meter is not installed, such excess cost for such water and electric current will be established by an estimate made by a utility company or electrical engineer. 15. PERSONAL PROPERTY TAXES. Tenant shall pay or cause to be paid before delinquency any and all taxes levied or assessed and which become payable during the term hereof upon all Tenants' leasehold improvements, equipment, furniture, fixtures, and any - 13 - other personal property located in the Premises. In the event any or all of the Tenants' leasehold improvements, equipment, furniture, fixtures, and any other personal property shall be assessed and taxed with the real property, Tenant shall pay to Landlord its share of such taxes within ten (10) days after delivery to Tenant by Landlord of a statement in writing setting forth the amount of such taxes applicable to Tenant' s property. 16. ENTRY BY LANDLORD. At any and all reasonable times during regular business hours, upon one (1) day's prior notice to Tenant, Landlord reserves and shall have the right to enter the Premises to inspect the same a reasonable number of times, to submit the Premises to prospective purchasers or tenants, to repair the Premises and any portion of the Building that Landlord may deem necessary or desirable, without abatement of rent unless otherwise provided herein, and may for that purpose erect scaffolding and other necessary structures where reasonably required by the character of the work to be performed, always providing that the entrance to the Premises shall not be blocked thereby and further providing that the business of Tenant shall continue to occur with only minimal interruption of Tenant's business. Tenant hereby waives any claim for damages or for any injury or inconvenience to or interference with Tenant's business or any loss of occupancy or quiet enjoyment of the Premises, subject to the provisions of paragraph 11 hereunder. Landlord shall have the right to use any and all means which Landlord may deem proper to open any doors or otherwise obtain access to the Premises in an emergency, without liability to Tenant except for any failure to exercise due care for Tenant's property, and any entry to the Premises obtained by Landlord by any of said means or otherwise shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into or a detainer of the Premises or an eviction of Tenant from the Premises or any portion thereof. 17. ASSIGNMENT AND SUBLETTING. It is understood and agreed that Landlord may fully assign its interest in this Lease as Landlord; provided, however, that for a period of one (1) year after the Commencement Date, Landlord shall not be released from its obligations hereunder upon such assignment without first obtaining Tenant's prior written approval. It is understood by the parties hereto that Tenant is entering into this Lease in reliance on Landlord, or an entity including Douglas W. Klappenbach as managing general partner, remaining the Landlord for this one year period. Tenant shall not either voluntarily or by operation of law assign, transfer, mortgage, pledge, hypothecate, or encumber this Lease or any interest therein and shall not sublet the Premises or any part thereof or any right or privilege appurtenant thereto or allow any person (the employees, agents, servants, and invitees of Tenant excepted) to occupy or use the Premises or any portion thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Landlord reserves the right to recapture the Premises, or applicable portions thereof, in lieu of giving its consent by - 14 - notice given to Tenant within twenty (20) days after receipt of Tenant's request for assignment or subletting and delivery of all reasonable information on any such assignee or subtenant as requested by Landlord. Such recapture shall terminate this Lease as to the applicable space effective on the prospective date of assignment or subletting, which shall be the last day of a calendar month and not earlier than sixty (60) days after receipt of Tenant's request for assignment or subletting and delivery of all reasonable information on any such assignee or subtenant as requested by Landlord. If Landlord elects not to recapture and thereafter gives its consent, Landlord and Tenant agree that Landlord may charge Tenant a reasonable sum to reimburse Landlord for legal costs actually incurred in connection with such consent; and that from the date of such assignment or sublease of this Lease, Landlord shall receive any rental, fees, and other proceeds payable by such subtenant or assignee in excess of the rent to be paid to Landlord under the terms of this Lease. Any such assignment or subletting without compliance with the terms of this paragraph shall be void and shall, at the option of Landlord, constitute a default under the terms of this Lease. A consent to one assignment, subletting, occupation, or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation, or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease. Landlord may assign the rental herein provided to any person, partnership, corporation, or bank, and Tenant agrees when notified in advance in writing by the assignee of such assignment to make the rental payments to assignee under the terms of said assignment so long as such terms are consistent with those set out in this Lease. 18. HOLDING OVER. If Tenant remains in possession of the Premises or any part thereof after the expiration of the term of this Lease and any extension of the term of this Lease, with the express written consent of Landlord, such occupancy shall be a tenancy from month to month at a rental in the amount of 150% of the last monthly minimum rent, plus all other charges payable hereunder, and upon all the terms hereof applicable to a month- to-month tenancy. 19. TENANT'S DEFAULT. The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by Tenant. 19. 1 Abandonment. Tenant vacates or abandons the Premises; 19.2 Failure to Pay Rent. Tenant fails to make any payment of rent or any other payment required to be made by Tenant hereunder, as and when due; 19. 3 Failure to Observe Other Covenants. Tenant fails to observe or perform any of the covenants, conditions, or provisions of this Lease to be observed or performed by Tenant, - 15 - other than described in subparagraph 20. 1 below, where such failure shall continue for a period of thirty (30) days after written notice thereof by Landlord to Tenant; provided, however, that if the nature of Tenant's default is such that more than thirty (30) days are reasonably required for such cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within said thirty (30) days and thereafter, diligently prosecutes such cure to completion; 19.4 Insolvency. Tenant makes any general assignment or general arrangement for the benefit of creditors or the filing by or against Tenant of a petition to have Tenant adjusted a bankrupt, or a petition to reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days) or the appointment of a trustee or a receiver to take possession of substantially all of Tenant' s assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within thirty (30) days or the attach- ment, execution, or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interests in this Lease where such seizure is not discharged within thirty (30) days: 19.5 Misrepresentation. Tenant makes or has made or furnishes or has furnished any warranty, representation or statement to Landlord in connection with this Lease, or any other agreement to which Tenant and Landlord are parties, which is or was false or misleading in any material respect when made or furnished; or 20. REMEDIES ON DEFAULT. In the event of any uncured default or breach by Tenant, Landlord may, at any time following Tenant's failure to timely cure such default or breach, with prior notice or demand as set forth in this Lease in the exercise of a right or remedy which Landlord may have by reason of such default or breach, terminate this Lease by written notice to Tenant, revoke the Tenant's right to any free rent, reenter and take possession of the Premises without termination of this Lease, or pursue any remedy allowed by law. Tenant agrees to pay Landlord the cost of recovering possession of the Premises, the expenses of reletting, and any other costs or damages arising out of Tenant's default including, without limitation, the costs of removing persons and property from the Premises, the costs of repairing or altering the Premises for reletting, brokers' commissions, and legal expenses and fees. Notwithstanding any termination, reentry, or reletting, the liability of Tenant for the rent and additional rent for the balance of the term of this Lease shall not be extinguished and Tenant shall pay and Landlord may recover from Tenant at the time of termination, reentry, or reletting, the excess, if any, of the amount of the rent reserved in this Lease for the balance of the term hereof over the then reasonable rental value of the Premises for the same period. Reasonable rental value shall mean the amount of rental which - 16 - Landlord does or could reasonably be expected to obtain as rent for the remaining balance of the Lease term. In the event that Landlord relets the Premises or any part thereof without first terminating Tenant's right to possession pursuant to this Lease, Landlord reserves the right, at any time thereafter, to elect to terminate Tenant' s right to possession to that portion of the Premises for the default that originally resulted in the reletting. 20. 1 Remedies Cumulative. The remedies hereinafter described shall be cumulative and Landlord or Tenant shall be entitled to pursue any other remedy now or hereafter available to Landlord or Tenant under the law or judicial decisions of the State of Washington. 20.2 Removal of Personal Property. In the event of a retaking of possession of the Premises by Landlord, Tenant shall remove all personal property located thereon within thirty (30) days or sooner if reasonably possible and upon failure to do so upon written demand of Landlord, Landlord may remove and store the same in any place selected by Landlord, including but not limited to a public warehouse, at the expense and risk of Tenant. If Tenant shall fail to pay the cost of storing any such property after it has been stored for a period of thirty (30) days or more, Landlord may sell any or all of such property at a public or private sale and shall apply the proceeds of such sale first to the cost of such sale, secondly to the payment of the charges for storage, if any, and thirdly to the payment of any other sums of money which may be due from Tenant to Landlord under the terms of this Lease, and the balance, if any, to Tenant. Tenant hereby waives all claims for damages that may be caused by Landlord's lawfully reentering and taking possession of the Premises or lawfully removing and storing the property of Tenant as herein provided and will save Landlord harmless from loss or damages occasioned by Landlord thereby, whether such lawful reentry shall be considered or construed to be a forcible entry, except to the extent such damages are caused by Landlord. 21. DAMAGE AND RECONSTRUCTION. Should the Premises be damaged during the term of this Lease, Tenant shall notify Landlord within three (3) business days of Tenant's knowledge of such damage, and the rights and responsibilities of Landlord and Tenant shall be as follows: 21. 1 Insured Damage. In the event the Premises are damaged by fire or other perils covered by extended coverage insurance, Landlord agrees to forthwith commence repair of the same to the extent of insurance proceeds available and this Lease shall remain in full force and effect, except that Tenant shall be entitled to a proportionate reduction of the minimum Monthly Rent from the date of such damage and while such repairs are being made until such repairs are substantially completed, such proportionate reduction to be based upon the extent to which the damage and making of such repairs shall unreasonably interfere - 17 - with the business carried on by Tenant in the Premises. If the damage is due solely to the fault or neglect of Tenant or its employees, there shall be no abatement of rent. 21.2 Other Damage. In the event the Premises are damaged as the result of any cause other than the perils covered by fire and extended coverage insurance, then Landlord shall forthwith commence repair of the same, provided the extent of the destruction is less than ten percent (10%) of the then full replacement cost of the Premises. In the event the destruction of the Premises is to an extent of ten percent (10%) or more of the full replacement cost, then Landlord shall have the option (a) to repair or restore such damage, this Lease continuing in full force and effect, but the minimum Monthly Rent to be propor- tionately reduced as hereinabove provided as of the date of such damage and while such repairs are being made until such repairs are substantially completed, or (b) to give notice to Tenant at any time within sixty (60) days after such damage, terminating this Lease as of the date specified by Landlord. 21.3 Damage During Last Twelve Months. Notwith- standing anything to the contrary contained in this paragraph, Landlord shall not have any obligation whatsoever to repair, reconstruct, or restore the Premises when the damage resulting from any casualty covered under this paragraph occurs during the last twelve (12) months of the term of this Lease or any extension thereof. In such event, except as provided in the next sentence of this paragraph, Landlord may at Landlord's option: (a) terminate this Lease in the manner provided in subparagraph 21.2 above; or (b) reduce the minimum. Monthly Rent by a proportion equal to the extent, if any, the damage interferes with the business carried on by Tenant in the Premises in the manner provided in subparagraph 21.2 above. If, however, damage occurs to the Premises from any casualty covered under this paragraph during the last twelve (12) months of the Lease term, or extension thereof, and if Tenant agrees to extend the then Lease term for a period of five (5) additional years from the expiration of the then Lease term at the Option Period rental which would otherwise next be applicable, or if no such Option Period rental is applicable, then at the then applicable fair market rental; then the provisions of paragraphs 21.1 and 21.2 hereunder shall be fully applicable. Tenant shall advise Landlord, in writing, of its agreement to extend the Lease term within twenty (20) days of such damage occurring. 21. 4 Damage to Tenant's Property. Landlord shall not be required to repair any injury or damage by fire or other cause or to make any repairs or replacements of any leasehold improvements, fixtures, or other personal property of Tenant. 22 . EMINENT DOMAIN. 22 . 1 Taking. If twenty-five percent (25%) or more of the Premises shall be taken or appropriated by any public or - 18 - quasi-public authority under the power of eminent domain, either party hereto shall have the right at its option within sixty (60) days after said taking to terminate this Lease upon thirty (30) days' written notice. 22 . 2 Partial Taking. If less than twenty-five percent (25%) of the Premises are taken (or 25% or more of the Premises are taken and neither party elects to terminate as herein provided) the minimum Monthly Rent thereafter to be paid shall be equitably reduced. If any part of the Building of which the Premises are a part may be so taken or appropriated, Landlord shall within sixty (60) days of said taking have the right at its option to terminate this Lease upon sixty (60) days written notice to Tenant. 22. 3 Award. In the event of any taking, Landlord shall be entitled to any and all awards or settlements which may be given and Tenant shall have no claim against the condemning authority or Landlord for the value of any unexpired term of this Lease. Nothing contained herein shall be deemed to give Landlord any interest in or to require Tenant to assign to Landlord any award made to Tenant for the taking of personal property or fixtures belonging to Tenant or for the interruption of or damage to Tenant's business or for Tenant's moving expenses. 23. SIGNS. 23. 1 Tenant Signs. Tenant may, at Tenant's sole expense, place external and internal directional, informational signs on the Premises provided such signs conform with the sign criteria attached hereto as Exhibit C and provided such signs do not violate any applicable statute or regulation existing during the term of this Lease. Tenant shall pay the costs of removal of such signs upon termination of the Lease and such signs shall be the property of Tenant. 23 .2 For Lease or Sale Signs. At any time within one hundred eighty (180) days prior to the expiration of this Lease, Landlord may place upon the Premises "for lease" signs. Landlord may place "for sale" signs on the Premises at any time during the Lease term and any such signage by Landlord shall be tasteful and consistent with other signage in the Building. 24. SUBORDINATION AND MODIFICATION BY LENDER. Tenant agrees that this Lease shall be subordinate to any mortgage or deed of trust that may hereafter be placed upon the Premises or the Building and to any and all advances to be made thereunder, to the interest thereon, and all renewals, replacements, and extensions thereof; provided, the mortgagee or trustee named in such mortgage or deed of trust shall agree in writing to recognize and agree to comply with the terms and conditions of the Lease of Tenant in the event of foreclosure, if Tenant is not in default. In the event any mortgagee or trustee elects to have - 19 - the Lease a prior lien to its mortgage or deed of trust, then in such event, upon such mortgagee or trustee notifying Tenant to that effect, this Lease shall be deemed prior in lien to the said mortgage or deed of trust whether or not this Lease is dated prior to or subsequent to the date of said mortgage or trust deed. Within fifteen (15) days of presentation, Tenant agrees to execute any documents which such mortgagee or trustee may require to effectuate the provisions of this paragraph so long as Tenant, as a city, is legally permitted to do so. Tenant further agrees that, if in connection with obtaining financing for the Land, Building, or Premises, a lender shall request modification of this Lease as a condition to such financing, Tenant shall not withhold, delay or defer its consent thereto, provided that such modifications do not increase the financial obligations of Tenant hereunder, alter the terms and conditions of this Lease or otherwise materially adversely affect the leasehold interest hereby created; and further provided that Tenant is legally permitted to so modify this Lease. 25. TENANT'S STATEMENT. Tenant shall at any time and from time to time upon not less than three (3) days' prior written notice from Landlord execute, acknowledge, and deliver to Landlord 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 rental and other charges are paid in advance, if any, and (b) acknowledging that there are, to Tenant's knowledge, any uncured defaults on the part of Landlord hereunder, or specifying such defaults if any are claimed, and (c) setting forth the date of commencement of rents and expiration of the term hereof. Any such statement may be relied upon by any prospective purchaser or encumbrancer of the Land, Building, or Premises without recourse to Tenant unless Tenant has misrepresented the matters exclusively within Tenant's control as set forth hereinabove. 26. HAZARDOUS SUBSTANCES. Tenant shall not, without first obtaining Landlord's prior written approval, generate, release, spill, store, deposit, transport, or dispose of (collectively "Release") any hazardous substances, sewage, petroleum products, radioactive substances, medicinal, bacteriological, or disease- producing substances, hazardous materials, toxic substances or any pollutants or substances defined as hazardous or toxic in accordance with applicable federal, state, and local laws and regulations in any reportable quantities ("Hazardous Substances") in, on or about the Premises. In the event, and only in the event, Landlord approves such Release of Hazardous Substances on the Premises, Tenant agrees that such Release shall occur safely and in compliance with all applicable federal, state, and local laws and regulations. Tenant shall indemnify, hold harmless and defend Landlord from any and all claims, liabilities, losses, damages, cleanup costs, response costs, and expenses, including reasonable attorneys ' fees arising out of or in any way related to the Release by Tenant, or any of its agents, representatives, - 20 - or employees, or the presence of such Hazardous Substances in, on or about the Premises occurring at any time after the Commencement Date to the full extent of Tenant's liability therefore. 27. GENERAL PROVISIONS. Landlord and Tenant agree to the following general provisions: 27. 1 Waiver. The waiver by Landlord or Tenant of any term, covenant, or condition herein contained shall not be deemed to be the waiver of such term, covenant, or condition upon any subsequent breach of the same or of any other term, covenant, or condition herein contained. The subsequent acceptance of rent hereunder by Landlord shall not be deemed to be a waiver of any preceding default by Tenant of any term, covenant, or condition of this Lease other than the failure of Tenant to pay the particular rental so accepted, regardless of Landlord's knowledge of such preceding default at the time of the acceptance of such rent. 27.2 Joint Obligation. If there be more than one Tenant, the obligations hereunder imposed shall be joint and several. 27.3 Time. Time is of the essence of this Lease and each and all of its provisions in which performance is a factor. 27.4 Paragraph Headings. The paragraph headings of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part hereof. 27.5 Successors and Assigns. The covenants and conditions herein contained, subject to the provisions as to assignment, apply to and bind the heirs, successors, executors, administrators, and assigns of the parties hereto. 27.6 Recordation. Neither Landlord nor Tenant shall record this Lease, but a short form memorandum hereof may be recorded at the request of Landlord or Tenant. 27.7 Quiet Possession. Upon Tenant paying the rent reserved hereunder and performing all of the covenants, conditions, and provisions on Tenant's part to be observed and performed hereunder, Tenant shall have quiet possession of the Premises for the entire term hereof, subject to all the provisions of this Lease. The Premises are leased subject to any and all existing encumbrances, conditions, rights, covenants, easements, restrictions, rights-of-way, and any matters of record, applicable zoning and building laws, and such matters as may be disclosed by inspection or survey. 27.8 Overdue Rent. Unpaid installments of the minimum monthly rent, Additional Rent, or other sums due hereunder shall, if not timely paid, bear interest from the date due at the - 21 - publicly announced prime rate for commercial borrowers of Rainier National Bank, Main Branch, plus three percent (3%) . Tenant hereby further agrees to pay any attorneys' fees and expenses incurred by Landlord to collect such sums by reason of Tenant's failure to pay rent, additional rent, or other charges when due hereunder. 27.9 Prior Agreements. This Lease contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Lease and no prior agreements or understandings pertaining to any such matters shall be effective for any purpose. No provision of this Lease may be amended or added to except by agreement in writing signed by the parties hereto or their respective successors in interest. This Lease shall not be effective or binding upon any party until fully executed by both parties hereto. 27. 10 Inability to Perform. This Lease and the obligations of Tenant or Landlord hereunder shall not be affected or impaired because Tenant or Landlord is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of strike, embargoes, labor troubles, acts of God, war or other strife, or any other cause beyond the reasonable control of Landlord or Tenant. 27. 11 Partial Invalidity. Any provisions of this Lease which shall prove to be invalid, void, or illegal shall in no way affect, impair, or invalidate any other provision hereof and such other provision shall remain in full force and effect. 27. 12 Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall whenever possible be cumulative with all other remedies at law or in equity. 27.13 Choice of Law. This Lease shall be governed by the laws of the State of Washington and shall be enforceable in the Superior Court of King County, Washington. 27 . 14 Attorneys ' Fees. In the event of any action or proceeding brought by either party against the other under this Lease, the prevailing party shall be entitled to recover for the fees of its attorneys in such action or proceeding, including costs of appeal, if any, in such amount as the court may adjudge reasonable as attorneys' fees. For the purposes of this provision, the terms "action" or "proceeding" shall include arbitration, administrative, bankruptcy, and judicial proceedings including appeals therefrom. 27 . 15 Real Estate Commission. Tenant and Landlord warrant that no real estate broker or agent has been employed by Tenant or is entitled to receive any commission or fee with respect to this transaction other than the brokers or agents to whom Landlord has consented by written agreement. Each party shall indemnify and save the other harmless from the claims of - 22 - any real estate brokers or agents with whom either party may have dealt with respect to this transaction, other than as so consented to by Landlord. 27. 16 Execution. This Lease may be executed in several counterparts, each of which shall be deemed an original instrument. 27. 17 Notices. All notices to be given hereunder shall be deemed to have been given when given in writing and hand delivered or by depositing the same in the U.S. Postal Service or with Federal Express, or other overnight delivery service, delivery charge prepaid, and addressed to the party at the respective mailing address as herein set forth. To Landlord at: Centennial Venture Limited Partnership c/o Sound Ventures Management Company Key Tower, Suite 4050 1000 Second Avenue Seattle, Washington 98104 To Tenant at: The City of Kent Attn: City Administrator 220 4th Avenue S. Kent, Washington 98032-5895 It is understood that each party may change the address to which notices may be sent by giving a thirty (30) day written notice of such change to the other party hereto in the manner herein provided. 27. 18 Municipal Authority. Tenant represents and warrants that the individual executing this Lease on behalf of Tenant is duly authorized to execute and deliver this Lease on behalf of the municipal corporation known as the City of Kent, in accordance with its applicable ordinances and regulations, and that this Lease is binding upon the City of Kent in accordance with its terms. 27. 19 Limited Partnerships. If the Landlord herein is a limited partnership, it is understood and agreed that any claims by Tenant on Landlord shall be limited to the assets of the limited partnership, and furthermore, Tenant expressly waives any and all rights to proceed against the individual partners or the officers, directors, or shareholders of any corporate partner, except to the extent of their interest in said limited partnership. 27. 20 Measurement Standard. All measurements to be made under this Lease of area shall be completed pursuant to the - 23 - standards promulgated by the Building Owners & Managers Association ("BOMA") . 27.21 Anti-Discrimination. In all services or activities, and all hiring or employment made possible by or resulting from this Lease there shall be no discrimination against any employees or applicant for employment because of sex, age (except minimum age and retirement provisions) , race, color, creed, national origin, marital status or the presence of any sensory, mental, or physical handicap, unless based upon a bona fide occupational qualification. This requirement shall apply but not be limited to the following: employment, advertising, lay-off or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Landlord and Tenant shall not violate any of the terms of RCW 49. 60, Title VII of the Civil Rights Act of 1964, or any other applicable federal, state, or local law or regulation regarding non-discrimination. Any violation of this provision shall be grounds for cancellation, termination, or suspension, in whole or in part, of the Lease by Tenant or Landlord and, in the case of Landlord's breach, may result in ineligibility for further City of Kent agreements. Landlord and Tenant will also comply with other anti-discrimination laws or requirements on any and all jurisdictions having authority. 27. 22 Consent. Whenever the consent of either party is requested herein, such consent shall not be unreasonably withheld. 28. CONTINGENCIES. The parties respective obligations hereunder shall be contingent upon and subject to the following matters: 28. 1 Landlord's obligations hereunder shall be contingent upon and subject to satisfaction of the following matters to Landlord's satisfaction, in the exercise of Landlord's sole discretion, on or before December 15, 1989: 28 .1. 1 Receipt of Landlord's lender's approval as to the terms of this Lease; and 28. 1.2 Mutual agreement as to approved final plans and specifications for the Tenant Improvements in the Premises. In the event any one of the above contingencies with respect to Landlord's obligations are not satisfied by December 15, 1989, then the Commencement Date of this Lease shall be extended one (1) day for each one (1) day's delay until the above contingencies are fully satisfied. - 24 - 28.2 Tenant' s obligations hereunder shall be contingent upon and subject to satisfaction of the following matters: 28.2 . 1 Receipt by Landlord of financing acceptable to Landlord for the construction of the Building; and 28. 2 .2 Mutual agreement as to approved final plans and specifications for the Tenant Improvements in the Premises; and 28.2 . 3 Acquisition of the Property by Landlord on which the Building is to be constructed . 28 . 3 Upon the completion of the above specified conditions, this Lease shall be fully effective between the parties and each party shall proceed in accordance with its provisions. 29. OPTION TO EXTEND. 29 . 1 Option Exercise. Tenant is given the option to extend the term on all provisions contained in this Lease, for two (2) five-year periods ("Option Period") following expiration of the initial 10-year term by giving notice of exercise of the option ("Option Notice") to Landlord at least ninety (90) days before the expiration of the initial 10-year term or any Option Period, provided that if Tenant is in default on the date of giving Option Notice, the Option Notice shall be ineffective unless Tenant timely cures such default in accordance with the terms of this Lease, or if Tenant is in default on the date the Option Period is to commence unless Tenant timely cures such default in accordance with the terms of this Lease, the Option Period shall not commence and this Lease shall expire at the end of the then current term. Tenant shall have no other right to extend the term beyond the Option Periods, unless the parties otherwise agree in writing. 29.2 Option Period Rent. Monthly Rent for the first Option Period shall be $38, 102.40 per month ($17.28/square foot per year plus the Operating Expenses Base of $4. 00/square foot per year as then adjusted pursuant to Section 5) . Monthly Rent for the second Option Period shall be $45,731.70 per month ($20.74/square foot per year plus the Operating Expenses Base of $4. 00/square foot per year as then adjusted pursuant to Section 5) . 30. PURCHASE OPTION. Landlord grants to Tenant the option to purchase the Building and Land (collectively, the "Project") , subject to the terms of all leases applicable thereto at the end of the initial Lease Term, and at the end of the second Option Period, if the Lease is so extended in accordance with paragraph 29, provided Tenant is not in default at the time the Tenant - 25 - exercises the purchase option unless Tenant timely cures such default as provided herein. Tenant shall have the right to exercise the purchase option hereunder during the tenth year of the Lease term and during the twentieth year of the Lease term, if the Lease term is so extended. Tenant shall exercise the option by giving to Landlord at any time during the first six months of the tenth year of the Lease term written notice of Tenant's exercise of the purchase option ("Option Exercise Notice") . The Option Exercise Notice shall be accompanied by an earnest money deposit ("Deposit") of Fifty Thousand Dollars ($50,000) . Such Deposit shall be applied to the purchase price at closing if Tenant purchases the Project. The Deposit shall be held by the Title Company in an interest- bearing account for the benefit of the party to receive the Deposit in accordance with this paragraph 30. In the event of breach of this paragraph by Tenant, Landlord may terminate the provisions of this paragraph and receive the Deposit and all interest accrued thereon as liquidated damages and as its sole remedy for such breach, such election constituting Landlord's waiver of any other remedies it may have at law or in equity. In the event of any breach of this paragraph by Landlord, the Deposit and all interest thereon shall be returned to Tenant, and Tenant may maintain actions for specific performance and/or damages. Closing shall occur thirty (30) days after the parties' agreement or determination of the purchase price as set forth herein, but under no circumstances later than thirty (30) days prior to expiration of the initial Lease term or the expiration of the second Option Period, if the Lease term is so extended. Unless the parties mutually agree to extend the closing date, if, for any reason closing does not timely occur, in addition to the rights and remedies for the parties set forth in this paragraph, Tenant shall be deemed to have exercised its first option to extend the Lease term through the first Option Period, this Lease shall remain in full force and effect, Tenant's Purchase Option hereunder shall have expired, and the Monthly Rent for the first Option Period as set forth in paragraph 29.2 shall be applicable. The parties shall have thirty (30) days after Landlord receives the Option Exercise Notice in which to agree on the purchase price for and other terms and conditions of the purchase of the Project. If the parties are unable to agree on a purchase price within that period, then within ten (10) days of the expiration of the 30-day period, the parties will initiate an appraisal process outlined in Exhibit D to this Lease. After the purchase price for the Project has been set, the appraiser shall immediately notify the parties. The purchase price as determined by the appraisal shall be binding on the parties. - 26 - The purchase price shall be payable in cash to Landlord by Tenant at closing in accordance with all the terms and conditions of the purchase. To the extent that there exists on the Closing Date, any existing tenant which is in a period of free rent or there exists any vacant space, Landlord shall master lease from tenant the vacant space for a period not to exceed 12 months until such vacant space is rented at the monthly rent assumed by the appraisers in their determination of the Appraised Value; and Landlord shall master lease from tenant the space occupied by the existing tenants then paying no rent until such tenant's free rent period expires at a monthly rent equal to such tenant's stabilized monthly rent over the term of such tenant's lease. Promptly on or after the exercise of Tenant's option pursuant to this paragraph 30, Landlord shall request Transamerica Title Insurance Company, or its successor, or another title company then mutually agreed upon by Landlord and Tenant, ("Title Company") to issue to Tenant, at Landlord's expense, a preliminary title report ("Title Report") relating to the Project, which report shall commit Title Company to issue to Tenant at the time of closing its standard owner's policy of title insurance or, at Tenant's option, an extended owner' s policy of title insurance, insuring Tenant in an amount equal to the Purchase Price of the Project. The Title Report shall include copies of all exceptions noted therein. Title to the Project shall be subject only to those matters approved or waived by Tenant in writing (collectively "Permitted Exceptions") . In the event the Title Report contains exceptions (other than the Permitted Exceptions contained in the Title Report) Tenant shall provide notice to Landlord within thirty (30) days after receipt of the Title Report which of such exceptions are not acceptable to Tenant (such unsatisfactory exceptions to be hereinafter called "Unpermitted Exceptions") . Landlord shall cure all monetary Unpermitted Exceptions, except public assessments then made which Tenant shall assume as of the date of closing. Landlord shall be responsible for such assessments prior to the date of Closing. Landlord shall use its reasonable efforts to cure all other Unpermitted Exceptions to Tenant's satisfaction, except that Landlord shall not be required to cure any exceptions of record on or after the date of this Lease and nonmonetary exceptions of record on or after the date of this Lease that do not materially adversely affect the use and enjoyment of the Project by Tenant, as reasonably determined by Tenant. In the event that Landlord determines not to cure any Unpermitted Exceptions, Landlord shall promptly notify Tenant, in which event Tenant's exercise of its option may immediately terminate and be of no further force or effect upon the sole determination of Tenant; provided, that Tenant shall have the right to waive such exceptions and to exercise its option under this Lease Section 30 by notice of such waiver to Landlord. Any encumbrances, taxes, assessments or closing costs to be - 27 - discharged by Landlord shall be paid from purchase money at closing. Building or use restrictions general to the district in which the Project is located, zoning and land use regulations or specific provisions applicable to the Project, real estate taxes as of the date of closing for the year in which closing occurs which are not paid as of closing and exceptions created by Tenant shall not be deemed exceptions within the meaning of the preceding paragraph. Upon closing, Landlord shall execute and deliver to Tenant a Statutory Warranty Deed conveying the Project to Tenant subject only to the Permitted Exceptions. The procedure for closing shall be in accordance with closing instructions agreed to by Landlord and Tenant which shall include the following: (a) Closing shall occur at the Seattle, Washington, offices of Title Company. All funds, documents and instruments required for closing shall be delivered to Title Company on the closing date. Tenant's payment of the Purchase Price shall be by certified check or wire transfer. Tenant's closing funds shall be invested as reasonably instructed by Tenant upon deposit into escrow and interest shall accrue for the benefit of Tenant. (b) Title Company shall close the escrow by (i) recording the Deed, advising Tenant that Title Company will insure title as provided herein, and subsequently delivering the Deed and the policy of title insurance to Tenant, (ii) paying the Purchase Price with all deductions for Landlord's costs of closing hereunder, to Landlord in accordance with instruction from Landlord and (iii) paying interest from the escrowed funds to Tenant in accordance with instruction from Tenant. (c) Real estate taxes for the Project shall be prorated as of closing. other expenses shall be paid as follows: (i) Landlord shall pay the real estate excise tax on the Purchase Price; one-half (1/2) of all escrow fees and sales tax applicable to such fees; Landlord's legal costs (including document preparation) ; and the premium for standard form title insurance and sales tax on such premium. (ii) Tenant shall pay one-half (1/2) of all escrow fees and sales tax applicable to such fees; Tenant's financing costs, if any; Tenant's legal costs; the additional portion of the title insurance policy premium, if any, charges for ALTA extended coverage, or any endorsements beyond standard title insurance coverage, and sales tax on the premium for any such additional portion of title insurance or endorsements, and costs of any associated surveys, reports, etc. required by Title Company to issue an extended coverage policy. - 28 - All assessments for local improvements shall be prorated as of closing. IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above written. Tenant Landlord THE CITY OF KENT CENTENNIAL VENTURE LIMITED PARTNE HIP By By Mayor of the City of Kent is L r Attest: STATE OF WASHINGTON ) ss. COUNTY OF KING ) On this day persona��ly appeared before me to me known to be the / l�C of the City of Kent, the municipal corporation that e&ecuted the within and foregoing instrument, and acknowledged the instrument to be the free and voluntary act and deed of said municipal corporation for the uses and purposes therein mentioned, and on oath stated that he was duly authorized to execute said instrument on behalf of the municipal corporation. IN WWJ�ESS WHEREOF, I havjhento s t my hand and seal this ay of 98 r�tate AR in an e of Wa ingto esiding at % My commissio xpire1727 STATE OF WASHINGTON ) ss. COUNTY OF KING ) On this day personally appeared before in—Qq-bof UC eNEc- PKQT� ](�ppE�&5 K , to me known to be the Centennial Venture Limited Partnership, the partnership that executed the within and foregoing instrument, and acknowledged the instrument to be the free and voluntary act and deed of said partnership for the uses and purposes therein mentioned, and on - 29 - oath stated that he was duly authorized to execute said instrument on behalf of the partnership. IN WITNESS WHEREOF, I have hereunto set my hand and seal this day of K\OV�-::-MOeE Z , 1989. NO ARY tvBL in ' nd for the State of Washington, residing at 1CIV 4K L N►a : My commission expires: � - 30 - EXHIBIT A TO THE LEASE SKETCH OF PREMISES AUG R 10-92 MON 13: 15 SOUND VENTURES FAX NO. 2066821227 P, 02 (Tenant) iD Approved: .(Landlord) I A Page 1 ' � 1 A. C � 1 � rl Q i 1 \1IL �_ _, V 3 ? r T' 41 M T 1 -' - -��---� CENTENNIAL CENTER OFFICE BUILDING — w..ociece ••••••• ers Recta ala .00 oowF srWXr IzxT.wls-4100 •.••••.� yYClt IRA. CENTENNIAL CENTE, OFFICE BUILDING IWc7 1 `I- 6 C O O 9 O O C © C G EXHIBIT B TO THE LEASE LEGAL DESCRIPTION Lots 4, 5, 6, 7, 8 and 9 of Block 8, Yesler's First Addition to the Town of Kent according to plats, recorded in Volume 5 of Plats, page 64, King County, Washington; and the easterly 20 feet of Lots 4, 5 and 6, Block 13, Yesler's First Addition to the Town of Kent according to plats, recorded in Volume 5 of Plats, page 64, King County, Washington, together with any and all rights, title and interest in the vacated Third Avenue appurtenant to the real property described herein. EXHIBIT C TO THE LEASE SIGN CRITERIA 1. Landlord shall provide a building identification sign on the exterior of the Building or on a monument sign. No other exterior signage shall be permitted unless approved by Landlord. 2 . Landlord shall provide a lobby directory sign system. 3 . Each tenant shall be entitled to a single suite identification sign. Landlord shall provide a building standard sign with tenant' s name and suite number. Tenant may provide alternate tenant suite signage at tenant' s expense with Landlord's prior approval. 4. With respect to Tenant's Permit Center, the following shall apply. a. Landlord shall provide exterior signage identifying the City of Kent Permit Center. b. Landlord shall provide four separate building standard suite identification signs (one for each of the four departments) . C. Landlord shall permit the installation of a kiosk in the Permit Center lobby, design and location to be subject to approval by Landlord. EXHIBIT D TO THE LEASE APPRAISAL PROCESS The purchase price for the Project shall be the "Appraised Value" . The Appraised Value as determined by the following appraisal procedure: a. Appraised Value. The Appraised Value shall mean a current appraisal of the fair market value of the Project. The Appraised Value shall be determined in accordance with the following procedures: (1) Designation of Appraiser. Landlord and Tenant shall each, within five (5) days after the date of the Option Exercise Notice, designate an MAI appraiser. Within five (5) days after the designation of appraisers by Landlord and Tenant, the two MAI appraisers so selected shall designate a third appraiser; provided, however, that if Landlord and Tenant designate the same appraiser, then the second party so designating shall designate another appraiser. In the event of the failure of Landlord or Tenant to select an MAI appraiser within the time provided or in the event of the failure of the two MAI appraisers to select a third MAI appraiser, either party shall have the right to apply to the Superior Court of King County of the State of Washington ("Court") to designate an MAI appraiser(s) . Such application to Court shall occur within seven (7) days following the five (5) day time periods set forth above. The parties hereto agree to proceed in good faith and with due diligence to obtain a prompt determination of the MAI appraiser. (2) Appraiser Qualifications. All appraisers designated under this Agreement shall have offices in the greater Seattle area, shall be MAI certified, and shall be members of the American Institute of Real Estate Appraisers or any comparable successor certifying organization if such Institute is not then in existence. Such appraisers shall be familiar with fair market value in the greater Seattle area, and, specifically, the Kent area, for properties substantially similar to the Project (3) Appraisal Standards. Appraisal standards of the American Institute of Real Estate Appraisers shall be adhered to by the appraisers in determining the fair market Appraised Value for the Project. The Project shall be valued, and the appraiser shall be so instructed, to assume the "Net Operating Income" (NOI) for the Project based upon: (a) the llth year projected rentals of the Building and assuming 100% occupancy (less 5% vacancy factor) if the purchase option is exercised by Tenant in the loth Lease year; or (b) the 21st year projected rentals of the Building and assuming 100% occupancy (less 5% vacancy factor) , if the purchase option is exercised by Tenant in the 20th Lease year. For example, if the purchase option is exercised by Tenant in the loth Lease year, the Monthly Rent to be assumed for this Lease shall be the Monthly Rent to be paid during the first Option Period; for existing other tenants the monthly rent to be assumed by the appraiser shall be the stabilized rent from such tenant (excluding any periods of free rent) and for vacant space the monthly rent shall be assumed to be the then market, asking rent. If the purchase option is exercised by Tenant in the 20th Lease year, then the Monthly Rent to be assumed for this Lease shall be $ ; for existing other tenants the monthly rent to be assumed by the appraiser shall be the stabilized rent from such tenant (excluding any periods of free rent) and for vacant space, the monthly rent shall be assumed to be the then market, asking rent. Accordingly, the fair market value of the Project shall be determined by the appraisers in the exercise of their professional judgment and employing normal appraisal techniques for determining fair market value for real properties of comparable use and location. (4) Appraisal Costs. The costs of the appraiser appointed by each party shall be paid for by that party and the remaining costs of the appraisal procedure set forth herein shall be borne equally by the parties. (5) Determination of Appraised Value. If either the highest or the lowest appraised fair market value is more than 10% different than the middle of the three appraised fair market values (or if two appraised fair market values are identical, the third appraisal is more than 10% different than the other two appraisals) , each highest or lowest appraised fair market value which exceeds the 10% limit shall not be considered further. After eliminating any appraised fair market value as required in the preceding sentence, if any, the average of the remaining appraised fair market values shall be the "Appraised Value" of the Project for purposes of this Agreement and shall be final and binding on the parties. (6) Completion of Appraisal. The parties shall exert their best and diligent efforts to complete the appraised process and determine the Appraised Value within 85 days of the Option Exercise Notice; and, in any event, the completion of appraisal process and determination of Appraised Value shall be completed no later than one hundred (100) days following the date of the Option Exercise Notice. ADDENDUM NO. 1 TO LEASE MADE October 25, 1989 between CENTENNIAL VENTURE LIMITED PARTNERSHIP ("LANDLORD") and THE CITY OF KENT ("TENANT") 1. Prior to the Commencement Date, Landlord shall furnish and install within the Premises the Tenant Improvements in accordance with final plans and specifications to be prepared by Landlord according to Tenant' s directions and approved by Tenant. Landlord has provided said plans and specifications, the preliminary drawing of which is attached to the Lease as Exhibit A. Tenant and Landlord shall proceed to finalize and shall approve the final plans and specifications on or before December 15, 1989. Following approval by Tenant of such final plans and specifications, Landlord shall complete the Tenant Improvements shown thereon, unless otherwise indicated, such that the Premises are improved for occupancy in accordance with the final plans and specifications. 2 . Landlord shall provide $10. 00 per square foot of the Premises (approximately $ 264, 600) , toward the cost of the Tenant Improvements. Any increase in the cost of the Tenant Improvements over and above the allowance shall be paid by Tenant, and, in addition, all change orders initiated by Tenant that add to overall cost at the end of the Tenant Improvements or all other costs arising out of all work not shown within the Tenant Improvements described above, such as the furnishing and installing of furniture, telephone equipment, and office equipment, shall be furnished and installed by the Tenant or at Tenant's expense. Tenant shall adopt a schedule in conformance with the schedule of Landlord's contractor and conduct its work in such a manner as to maintain harmonious labor relations and not as to unreasonably interfere with or delay the work of Landlord' s contractor. All said work and the labor to be performed by Tenant shall be subject to the administrative supervision of the Landlord's general contractor, but at no expense to Tenant for such administrative service. 3 . Landlord shall give to Tenant and Tenant's contractors and subcontractors access and entry to the Premises, reasonable use of the Building facilities, including loading platforms, lifts, freight elevators, temporary power, facilities for storage and protection of materials and all other facilities available to subcontractors of Landlord's general contractor to the same extent and upon the same terms and conditions as such facilities are available for the use of subcontractors of the Landlord's general contractor, in order to allow the Tenant to adapt the Premises for Tenant's use. 4. Any and all costs for working drawings or nonstandard improvements and/or any changes to the floor plan requested by Tenant after the date of execution of this Lease shall be paid for by the Tenant so long as the final plans and specifications have been agreed to by the Tenant at the time of execution. 5. Tenant shall in no event be allowed to install plumbing, mechanical work, or electrical wiring or fixtures without the prior written approval of Landlord. 6. Landlord shall proceed diligently and use its reasonable efforts, subject to extensions of time necessary because of the actions or omissions of Tenant or circumstances beyond Landlord's control, to complete construction of the Tenant Improvements on or before July 1, 1990, the Commencement Date as set forth in paragraph 4 of the Lease. Tenant Landlord THE CITY OF KENT CENTENNIAL VENTURE LIMITED PARTNE HIP h\ t / By e�cx �. ,d By Its ` 0 Its ADDENDUM TO LEASE MADE October 25, 1989 between CENTENNIAL VENTURE LIMITED PARTNERSHIP ("LANDLORD") and THE CITY OF KENT ("TENANT") 1. Prior to the Commencement Date, Landlord shall furnish and install within the Premises the Tenant Improvements in accordance with final plans and specifications to be prepared by Landlord according to Tenant's directions and approved by Tenant. Landlord has provided said plans and specifications, the preliminary drawing of which is attached to the Lease as Exhibit A. Tenant and Landlord shall proceed to finalize and shall approve the final plans and specifications on or before December 15, 1989 . Following approval by Tenant of such final plans and specifications, Landlord shall complete the Tenant Improvements shown thereon, unless otherwise indicated, such that the Premises are improved for occupancy in accordance with the final plans and specifications. 2 . Landlord shall provide $10. 00 per square foot of the Premises (approximately $ 264, 600) , toward the cost of the Tenant Improvements. Any increase in the cost of the Tenant Improvements over and above the allowance shall be paid by Tenant, and, in addition, all change orders initiated by Tenant that add to overall cost at the end of the Tenant Improvements or all other costs arising out of all work not shown within the Tenant Improvements described above, such as the furnishing and installing of furniture, telephone equipment, and office equipment, shall be furnished and installed by the Tenant or at Tenant's expense. Tenant shall adopt a schedule in conformance with the schedule of Landlord's contractor and conduct its work in such a manner as to maintain harmonious labor relations and not as to unreasonably interfere with or delay the work of Landlord' s contractor. All said work and the labor to be performed by Tenant shall be subject to the administrative supervision of the Landlord's general contractor, but at no expense to Tenant for such administrative service. 3 . Landlord shall give to Tenant and Tenant's contractors and subcontractors access and entry to the Premises, reasonable use of the Building facilities, including loading platforms, lifts, freight elevators, temporary power, facilities for storage and protection of materials and all other facilities available to subcontractors of Landlord's general contractor to the same extent and upon the same terms and conditions as such facilities are available for the use of subcontractors of the Landlord's general contractor, in order to allow the Tenant to adapt the Premises for Tenant' s use. 4. Any and all costs for working drawings or nonstandard improvements and/or any changes to the floor plan requested by Tenant after the date of execution of this Lease shall be paid for by the Tenant so long as the final plans and specifications have been agreed to by the Tenant at the time of execution. 5. Tenant shall in no event be allowed to install plumbing, mechanical work, or electrical wiring or fixtures without the prior written approval of Landlord. 6. Landlord shall proceed diligently and use its reasonable efforts, subject to extensions of time necessary because of the actions or omissions of Tenant or circumstances beyond Landlord' s control, to complete construction of the Tenant Improvements on or before July 1, 1990, the Commencement Date as set forth in paragraph 4 of the Lease. Tenant Landlord THE CITY OF KENT CENTENNIAL VENTURE LIMITED PARTNERSHIP By By Its ( c L Its c� .� BUILDING LEASE 1. PARTIES. This lease is made " ) '. ► 1990, between KENT CENTENNIAL LIMITED P TNERSH , a Washington limited partnership, as "Landlord, " and THE CITY OF KENT, a municipal corporation, as "Tenant. " 2 . PREMISES. Landlord leases to Tenant the "Building" as shown in Exhibit A-1 and located upon the "Property" described on Exhibit A-2 . 3 . TERM. The term of this lease shall be on a month- to-month basis, commencing on the day of , 19 , and shall terminate in accordance with the termination provisions set forth in paragraph 19, unless sooner terminated as a result of Tenant's default hereunder. 4. POSSESSION. Tenant shall be deemed to have accepted possession of the Building in "as-is" condition. Landlord has made no representations to Tenant respecting the condition of the Building. 5. RENT. During the Term hereof, Tenant may occupy the Building rent free; provided, however, Tenant shall pay, as rent, all costs associated with or arising out of the maintenance and operation of the Building as set forth herein. 6. USE. Tenant shall use the Premises for general municipal office purposes and all current uses incidental thereto, and for no other purpose without first obtaining Landlord' s written consent. 7. REAL PROPERTY TAXES; MAINTENANCE_AND OPERATING COSTS. Tenant shall be solely responsible for payment of real property taxes applicable to the Building and the Property and all costs of maintenance and operation of the Building. 8 . TENANT MAINTENANCE AND REPAIR RESPONSIBILITY. Tenant shall, when and if needed, at Tenant' s sole expense, make repairs to the Building and every part thereof; and Tenant shall maintain the Building in neat, clean, sanitary, and first-class condition. Tenant shall surrender the Building to Landlord in good condition upon the termination of this Lease, reasonable wear and tear excepted. 9 . UTILITIES. Tenant shall pay prior to delinquency for heat, light, water, and other utility services supplied to the Building and will pay any required deposits therefor. 10. ALTERATIONS AND ADDITIONS BY TENANT. After obtaining the prior consent of Landlord, Tenant may make, at its sole expense, such additional improvements or alterations to the Building which it may deem necessary or desirable. Any repairs or new construction by Tenant shall be done in conformity with plans and specifications approved by Landlord. All work performed shall be done in a workmanlike manner and shall become the property of the Landlord. Landlord may require Tenant to remove any improvements or alterations t the expiration of the term, such removal to occur at Tenant' s sole cost and expense; and Tenant shall repair all damage to the Building occurring as a result of such removal. 11. LIENS. Tenant shall keep the Building and Property free from any liens arising out of any work performed, materials furnished, or obligations incurred by Tenant. 12 . INSURANCE. Landlord shall at Tenant's sole cost and expense procure throughout the term of the Lease fire and extended coverage insurance in the amount of the full insurable value of the Building. Tenant shall be solely responsible for the costs of the premiums for such insurance. Tenant assumes the risk of loss to its furnishings, trade fixtures, equipment, and supplies which shall not be insured under the above policy. Tenant agrees to procure and maintain throughout the term of the Lease, at Tenant's sole cost and expense, liability insurance underwritten by a firm satisfactory to Landlord covering all persons and property in the Building in connection with Tenant's business in the following amounts: a. $1, 000, 000 combined Single Limit for Bodily Injury and Property Damage, or b. $500, 000 each occurrence for Bodily Injury and $300, 000 each occurrence for Property Damage. Landlord shall be named as an additional insured and shall be furnished with a certificate of insurance. Such coverage shall be primary and noncontributing with any insurance carried by the Landlord. The liability insurance policy shall contain endorsements requiring 30 days notice to Landlord prior to any cancellation or any reduction in amount of the coverage. Tenant, as a material part of the consideration to be rendered to Landlord, hereby agrees to defend, indemnity, and hold harmless Landlord against any and all claims, costs, and liabilities, including reasonable attorneys' fees, 2 - arising from Tenant's use of the Building, or from the conduct of Tenant's business, or from any activity, work, or things done, permitted, or suffered by Tenant or any of Tenant' s agents, contractors, or employees. 13 . ASSIGNMENT AND SUBLETTING. Tenant shall not assign, let, or sublet this Lease or any part thereof, either by operation of law or otherwise, or permit any other party to occupy all or any part of the Building, without first obtaining the written consent of Landlord. 14 . DEFAULT. Failure by Tenant to make any payment required as and when due, where such failure shall continue after three (3) days written notice from Landlord; or failure by Tenant to observe or perform any of the covenants, conditions, or provisions of this Lease, other than the making of any payment, where such failure shall continue for a period of ten (10) days after written notice from Landlord, shall constitute a default and breach of the Lease by the Tenant. Tenant shall notify Landlord promptly of any default not by its nature necessarily known to Landlord. 15. ACCESS. Tenant shall permit Landlord to enter the Building at reasonable times for the purpose of inspecting, altering, and repairing the Building and ascertaining compliance with the provisions hereof by Tenant, but nothing herein shall be construed as imposing any obligation on Landlord to perform any such work or duties. 16. COMPLIANCE WITH LAWS RULES AND REGULATIONS. Tenant shall, at its sole cost and expense, promptly comply with all laws, statutes, ordinances, and governmental rules, regulations or requirements now in force or which may hereafter be in force relating to or affecting the conditions, use, or occupancy of the Building. Tenant shall faithfully observe and comply with the rules and regulations that Landlord shall from time to time promulgate, including, without limitation, those regulations affecting signage on the Building. 17. PARKING. Tenant shall have the right to use the existing parking facilities on the Property, except as may be necessary for Landlord' s construction and demolition in connection with the office and parking structures to be constructed on the Premises, as such Premises are defined in paragraph 19 herein. 18. NOTICES. All notices under this Lease shall be in writing and shall be effective when mailed by certified mail or delivered to Landlord at the address below stated, or to Tenant at the address below stated, or to such other address as either party may designate from time to time: - 3 - LANDLORD: The City of Kent Attn: City Administrator 220 4th Avenue S. Kent, Washington 98032-5895 TENANT: Kent Centennial Limited Partnership c/o Sound Ventures Management Company Key Tower, Suite 4050 1000 Second Avenue Seattle, Washington 98104 19 . TERMINATION. This;tease shall terminate on the date that Landlord notifies Tenant that the Premises, as defined in that certain Lease dated October 25, 1989, by and between Landlord and Tenant ("Premises") , are available for occupancy by Tenant. Landlord shall notify Tenant of the approximate termination date under this Lease ninety (90) days prior to the approximate termination date. 20. GENERAL PROVISIONS. a. TIME IS OF THE ESSENCE OF THIS LEASE. b. Tenant acknowledges that late payment by Tenant to Landlord of sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which would be extremely difficult and impractical to ascertain. Therefore, in the event Tenant should fail to pay any sum due to Landlord within ten (10) days after such amount is due, Tenant shall pay to Landlord as rent pursuant to paragraph 5, a late charge equal to 5% of each installment or the sum of $25. 00 per month, whichever is greater. In addition, any sum due and payable to Landlord under the terms of this Lease which is not paid when due shall bear interest at the rate of 2% plus the published prime rate of interest of Security Pacific Bank Washington, Main Office, in effect as of the first day of the calendar month of such default (and adjusted accordingly as said prime rate of interest is adjusted) from the date the same becomes due and payable until paid. C. In the event of any action or proceeding brought by either party against the other under this Lease, the prevailing party shall be entitled to recover for the fees of its attorneys in such action or proceeding, including costs of appeal, if any, in such amount as the court may adjudge reasonable as attorneys ' fees. For the purposes of this provision, - 4 - the terms "action" or "proceeding" shall include arbitration, administrative, bankruptcy, and judicial proceedings including appeals therefrom. d. This Lease shall be construed and governed by the laws of the State of Washington. e. Upon termination of this Lease, Tenant shall surrender all keys to the Building to Landlord at the place then fixed for payment of rent. 20. AUTHORITY OF TENANT. Tenant and each individual executing this Lease on behalf of Tenant represent and warrant that it is duly authorized to execute an deliver this Lease, and that this Lease is binding upon Tenant in accordance with its terms. THIS LEASE IS SUBJECT TO ACCEPTANCE BY LANDLORD. IN WITNESS WHEREOF, the parties hereto have executed this Lease the date and year above written. LANDLORD: KENT CENTENNIAL LIMITED PARTNERSHIP By Centennial Venture Limited Partnership, a Washington limited partnership, Its General Partner By: TENANT: T CITY OF KENT . ���y�_� By: Its STATE OF WASHINGTON ) ss. COUNTY OF KING On this day personally appeared before me � to me known to be the of KENT CENTENNIAL LIMITED PARTNERSHIP, the partnership that executed the within and foregoing instrument, and acknowledged the instrument to be the free and voluntary act and deed of said partnership for the uses and purposes therein mentioned, and on oath stated that he was duly authorized to execute said instrument on behalf of the partnership. ,%%."%toeuMgpN.,, , IN WyT. , S .�OF, have hereunto set my hand and seal thiW P: �f �' ► 1990. Ca S Q • r'•. :;3..-�'ryr NOTARY PUBLIC in and for the 'SATE Off '� State f W hington, residing at MY commission expires: 't STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On this day perso lly appeared before me- to me known to be the °%WA THE CITY OF KENT, the municipal corporation that bRecuted the within and foregoing instrument, and acknowledged the instrument to be the free and voluntary act and deed of said municipal corporation for the uses and purposes therein mentioned, and on oath stated that he was duly authorized to execute said instrument on behalf of the municipal corporation. IN WITNESS WHEREOF, have hereunto set my hand and seal this day ' ..,� 1990. i N BL C in and for the Stat f W hington, residing at % MY commission expires: 6 - EXHIBIT A-1 BUILDING RIAS IN ��,)-PLANTED ID A N o� AREA `" ' v � B' 8.7 I n w LOT 6 -Q � G)mO IM !o• a b G) R ^ IN D I p b w u `►gyp a '! TYP. 6-0 � w I I y �ti a Tp -c O Rfjy �5. ' rr,� LOT z(o 3993 406 a w w rt �z A 'i P c u► Q4 .N � 'a po • `SAi y •� i a �. Iwo ''► 4� m r •ol )` c w� 5' UTILITY ESMT. LOT 4 � n w PLANTED AREA y _j off OVERHANG 255.97' N !v EwsT G 1 STORY BMCK BLDG.- /o�i a 9r r c2i 2 o rzs g u oF.F. EL.-40.74 LOT 31� I \� o��o _ ~n 2 hF) ~\� EXHIBIT A-2 LEGAL DESCRIPTION Lots 4, 5 and 6 of Block 8, Yesler's First Addition to the Town of Kent according to Plats, recorded in Volume 5 of Plats, page 64, King County, Washington.