HomeMy WebLinkAboutLW09-252 - Original - King County - Aukeen District Court Lease Agreement - 12/22/2008 LEASE AGREEMENT
between
KING COUNTY
"LANDLORD"
and
THE CITY OF KENT
"TENANT"
BUILDING: Aukeen District Court
1210 C. Central Avenue
Kent, WA 98032
PREMISES: 4,782 Square Feet of Office Space,
and certain additional space to be constructed by Tenant
Table Of Contents
Page
SECTION 1: RECITALS AND BASIC PROVISIONS ................... ........... . ......... .... ...............I
SECTION 2: PREMISES AND CONSTRUCTION OF TENANT IMPROVEMENTS ...... .....4
SECTION 3: TERM AND COMMENCEMENT ..... ..... . .... .. . ........ ... .. .. ..... .......6
SECTION 4. BASE RENT AND ADDITIONAL RENT. ..... ......... ...... .. ..... .. ...... .................8
SECTION 5: QUIET ENJOYMENT AND TENANT SECURITY. ... . ... . ...9
SECTION 6: UTILITIES AND SERVICES . . ..... . .... .. .. ..... .....9
SECTION 7: MAINTENANCE AND REPAIRS. .... ... . 1 ...10
SECTION 8: ALTERATIONS......... . ... .. ... . .....11
SECTION 9. INSURANCE . . .. .. ...... ............ ....... ........ ... ..... . .. ..... ....... ..... .11
SECTION 10. CASUALTY DAMAGE............... ..... .............. . ... ............... .............. .... ....12
SECTION 11: CONDEMNATION ..... ...... ................................... . ... ......... .... ..... ..........14
SECTION 12• ASSIGNMENT AND SUBLEASE ................ ...... . .. ................. ..... ..... ..... ..14
SECTION 13• PERSONAL PROPERTY AND LEASEHOLD TAXES ..... .. ...........................15
SECTION 14• DEFAULT .. .. .. .. ... .... ... ... ... ....... .. .... ..... . .. ..... . .. . ......................15
SECTION 15 RIGHTS RESERVED BY LANDLORD ... ..... ...... .... . . . .... . . .... .......18
SECTION 16. [INTENTIONALLY OMITTED].. ..... ....... ..... .... ........ ... ........ ................ ...19
SECTION 17. RELEASE AND INDEMNITY... ...... ........ ..... ..................................................19
SECTION 18: [INTENTIONALLY OMITTED].. ........... .. .... ..... .. .. . ....... .. ........... ...20
SECTION 19. TERMINATION.. ..... ............ .... ....... . ............ .. ....... ..... .......... ........... ..21
SECTION 20 EXPIRATION OF LEASE TERM... .. . .. .. . ......... ................ .......... ..... ..... .21
SECTION 21 HOLDING OVER ..... ......... . ... .. . ...................... ...... . . . ... ..... ..... 22
SECTION 22. DISPOSITION OF BUILDING UPON TERMINATION
OR EXPIRATION OF LEASE .. . . . . . ... ... . .. ................. .......... .22
SECTION 23. TELECOMMUNICATION LINES .. .. ....... . . .. .. ........... .... .. ..... .....22
SECTION 24: HAZARDOUS SUBSTANCES, DISRUPTIVE ACTIVITIES ..... ..... ...... .... . 22
SECTION 25 DISABILITIES ACTS.................................. ..... . . .. ............. ........ .23
SECTION 26 APPRAISAL OF BUILDING... ................ . .... .... ..... .... ................. .........24
SECTION 27 RIGHT OF FIRST OFFER TO PURCHASE PROPERTY. .. .... ............ . 24
SECTION 28 PARKING AND RECIPROCAL PARKING EASEMENT .. ...... .... .... . 25
Paget
SECTION 29. SUBORDINATION,ATTORNEMENT AND LENDER PROTECTION ........25
SECTION 30 ESTOPPEL CERTIFICATE . ... ..... ...... ... .. .......... . 26
SECTION 31: NOTICES.... ................. .. .. . . . ........... ... ...... 26
SECTION 32. MISCELLANEOUS...... .... .... ........ .......... .... .. 27
SECTION 33• ENTIRE AGREEMENT.... ............. .. ..... ... . .. ..... ... ..... ..... . . ... ......28
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Page❑
LEASE
THIS LEASE ("Lease") is made and entered into by and between KING COUNTY, a
political subdivision of the State of Washington ("Landlord"), and the CITY OF KENT, a
municipal corporation of the State of Washington ("Tenant") (collectively "the Parties") In
consideration of this Lease, Landlord and Tenant covenant and agree as follows
SECTION 1: RECITALS AND BASIC PROVISIONS
A. RECITALS
WHEREAS, the County owns the Aukeen District Court facility, consisting of a building
(`Building") located on certain real property ("Property") in the city of Kent; and
WHEREAS, the Building and Property are sometimes collectively referred to herein as
the "Facility", and
WHEREAS, since 1998 the County has leased two of the four courtrooms in the Building
to the City, together with certain ancillary space, for City municipal court ("Municipal Court")
operations and has a continuing and growing need for Municipal Court facility space, and
WHEREAS, the County has identified in its District Court Facility Master Plan, dated
March 2007, an immediate need for an additional two (2) courtrooms in the Southeast Division
of the District Court, and
WHEREAS, the County's Distnct Court Facility Master Plan further identifies that the
preferred long-term facility plan for the Southeast Division is to consolidate operations to a
single location at, or adjacent to, the Maleng Regional Justice Center ("RJC") located in Kent,
but there is currently no commitment of funding to accomplish this, and
WHEREAS, the City has a present need for at least one (1) additional municipal court
courtroom, and
WHEREAS, the near-term facility needs for both Kent Municipal Court and Southeast
Division of District Court can be addressed by expanding the number of courtrooms at the
Building from four (4) to seven (7), together with an expansion of ancillary space (collectively,
the "Tenant Improvements"), and
WHEREAS, the Parties have agreed upon a preliminary scope of work, timeline and
preliminary budget for the Tenant Improvements, and have further agreed that the Tenant
Improvements will be funded and managed by the City as a City public work and at no time will
any cost of the Tenant Improvements become an obligation of the County, and
WHEREAS, it is integral to the willingness of both Parties to pursue the Tenant
Improvements that the Building be open during regular business hours for both Municipal Court
AUKEEN DISTRICT COURT EXPANSION LEASE Page I
and District Court operations, including but not limited to the use of four(4) courtrooms,during
the entirety of the construction of the Tenant Improvements, and
WHEREAS, the City currently has a right of first offer to purchase the Facility, and
WHEREAS, in recognition of the substantial investment to be made by the City in the
Building, which is and shall remain for the duration of this Lease a County-owned facility, the
Parties agree that the City should receive consideration for its investment upon the eventual
termination or expiration of this Lease, whether the Facility is retained by the County, sold to the
City, or sold to a third party; and
WHEREAS, the Parties agree that the formula included in this Lease for the calculation
of the City's and County allocation of value for the Facility upon termination or expiration of the
Lease represents full and fair value for same,
WHEREAS, the Parties desire to continue to work collaboratively to ensure that the
jointly occupied Building and adjacent parking lots will be operated to the mutual benefit of both
the Parties and the public, and
WHEREAS, the addition of courtrooms to address growing caseload of both the District
Court and Municipal Court will be of benefit to the citizens served by these courts,
NOW THEREFORE, in consideration of the promises and agreements contained in this
agreement and subject to the terms and conditions set forth, it is mutually understood and agreed ,,
by the parties as follows-
B. BASIC PROVISIONS
1. Building. Aukeen District Court facility, 1210 S. Central Avenue, Kent, WA, the
floorplan and use of which is generally depicted in Exhibit A before Tenant's Work, and in
Exhibit A-1 following Tenant's Work.
2. Property. The parcel of real property owned by the County on which the
Building is located, legally described in Exhibit B In order to meet permitting requirements for
the Tenant's Work, prior to commencement of any Tenant Improvements, the boundaries of the
Property shall be expanded by lot line adjustment (LLA) completed at the expense of Tenant.
The LLA will add to the Property from an adjacent parcel for purposes sufficient for the setback
and zoning requirements of the City of Kent, which addition, upon the approval of the LLA
Tenant shall convey to Landlord by bargain and sale deed, subject to the terms in Section 2 B
below Upon final approval of the LLA by the City of Kent, Exhibit B shall be replaced with an
updated legal description, which shall become Exhibit B-1 Upon execution of the Lease,
Landlord and Tenant agree to cooperate and use commercially reasonable efforts to obtain the
City of Kent's approval of the LLA
3. Premises. That portion of the Building leased to Tenant, initially depicted in
Exhibit A, constituting approximately 4,782 square feet, excluding Common Areas The
AUKEEN DISTRICT COURT EXPANSION LEASE Page 2
Premises will be expanded by the Tenant Improvements to constitute approximately 6,904
square feet of space leased to Tenant as shown on Exhibit A-1.
4. Commencement Date. The date of full execution of this Lease.
5. Expiration Date. Two hundred and forty (240) full calendar months (20 years)
following the Commencement Date.
6. Base Rent. The amount of annual base rental payments ("Rent") calculated as set
forth in Section 4 A
7. Additional Rent. A pro-rated share of Utilities, payable quarterly in arrears per
Section 4.B.
8. Permitted Use. Tenant shall utilize the Premises for the purpose of operating a
municipal court and for no other purpose without the advance written consent of Landlord
Landlord agrees to utilize its portion of the Building for District Court, prosecuting attorneys,
probation offices, public defenders and other ancillary court functions, but excluding community
corrections and other detention uses
9. Parking. Vehicle parking available to Landlord and Tenant as described in that
certain Amended Reciprocal Parking Easement to be recorded and set forth at Exhibit E, and
pursuant to the Agreement to Execute Parking Lot Lease Between City of Kent and King t
County, attached as Exhibit F Tenant intends to develop additional parking, depicted on
Exhibit 3 of Exhibit E as Phase V, which shall be available for public parking use accessory to
the Building, as well as City-owned facilities, during the term of this Lease and as provided in
Section 28
10. Riders/Exhibits. In addition to Rider One (Tenant's Right of First Offer), Rider
Two (Landlord's Right of First Offer), this Lease contains Exhibit A (Diagram of Property,
Building and Premises), Exhibit A-1 (Diagram Property, Building and Premises after Tenant
Improvements), Exhibit B (Legal Description Before LLA), Exhibit B-1 (Legal Description
After LLA ), Exhibit C (Work Letter), Exhibit D (Rent Formula), Exhibit E (Amended
Reciprocal Parking Easement), Agreement to Execute Parking Lot Lease Between City of Kent
and King County (Exhibit F), and a legal description of Lot B (Exhibit G)
11. Landlord's Notice Address (subject to Section 24):
King County Real Estate Services Section
Ann- Leasing Supervisor
King County Administration Building
500 Fourth Avenue, Room 500
Seattle, WA 98104
12. Tenant's Notice Address:
AUKEEN DISTRICT COURT EXPANSION LEASE Page 3
City of Kent
Attn Facilities Manager
220 Fourth Avenue South
Kent,WA 98032
13. Rent Payments. Rent is to be paid monthly and shall be adjusted based on
Tenant performing Tenant's Work in accordance with Section 4 A
SECTION 2: PREMISES AND CONSTRUCTION OF TENANT IMPROVEMENTS
A. PREMISES
1. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the
Premises subject to the provisions contained herein. Prior to completion of the Tenant
Improvements defined in Exhibit C ("Tenant's Work"), the Premises is comprised of
approximately 4782 square feet, as generally depicted in Exhibit A Upon Substantial
Completion of Tenant's Work, the Premises shall be expanded to approximately 6,904 10 square
feet, as generally depicted on Exhibit A-1.
2. In addition to the Premises depicted in Exhibit A-1, the Parties agree to continue
to cooperate and coordinate courtroom use so that while Tenant is assigned the three (3) court
rooms depicted in Exhibit A-1 (2 court rooms with jury rooms, one court room without a jury
room), Tenant will also be allowed use of a fourth court room with a jury room subject to the
priority use by district court. Landlord shall not unreasonably withhold consent to Tenant's use
of a fourth courtroom with a jury room Likewise, while Landlord is assigned four courtrooms
depicted in Exhibit A-1 (3 court rooms with jury rooms, one court room without a jury room),
Landlord will be allowed use of a fifth court room with a jury room subject to priority use by
municipal court Tenant shall not unreasonably withhold consent to Landlord's use of a fifth
court room with a jury room
3. Tenant shall also have non exclusive access to Common Areas at all times during
the Lease (subject to restrictions in Exhibit C which are necessary to accomplish Tenant's
Work) Tenant shall be authorized to commence construction of"Tenant's Work" upon meeting
the conditions described in Section 2.13 below
4 Five (5) years from the Commencement Date, the parties shall execute an
addendum to this Lease that removes the file room in the east corner of the Building from
Common Areas and includes the file room within the Premises for the exclusive use of the
Tenant Rent shall also be adjusted consistent with Section 4.
B. TENANT'S WORK
1. Commencement. "Commencement of Tenant's Work" shall mean the date on
which Tenant begins construction of Tenant's Work. Tenant shall be authorized to proceed to
construct the Tenant's Work described in Exhibit C only upon delivering written notice to the
Landlord that the following conditions have been met and the Landlord agreeing in writing that
AUKEEN DISTRICT COURT EXPANSION LEASE Page 4
the conditions have been satisfied (which agreement shall not be unreasonably withheld or
delayed)
a) Tenant has obtained and provided to Landlord copies of all permits,
franchises, authorizations, approvals and property interests necessary for Tenant and its
contractors to perform Tenant's Work, including but not limited to completion of the required
LLA and recording of Rider 1 and Rider 2 as provided in Section 27
b) Tenant and Landlord have agreed in writing to the Final Approved Design,
pursuant to the process described in Exhibit C
c) Tenant has issued Limited Tax General Obligations bonds in the amount of
at least $7,500,000 00 for expenditure on the Aukeen Court expansion as described in Exhibit C
and adjacent City owned real property, the funds from which shall in all instances be pledged for
the purpose of completing Tenant's Work as described herein and as set forth in Kent Ordinance
No 3989
2. Authority and Permitting. The Tenant has examined the recorded deeds,
easements, agreements, leases, licenses, permits and other authorizations related to the Building,
Property, and adjacent real property. Tenant shall at no expense to the Landlord acquire or
obtain any further rights, titles, interests, notices or permissions required to perform Tenant's
Work As owner of the Building and Property, the Landlord shall not create, amend, modify or
change any easement, agreements, leases, license, permits, or right of entry affecting the
Building or Property without Tenant's written consent having been first obtained, which consent
shall not be unreasonably withheld.
3. Tenant Responsibility for Design of Tenant's Work. Tenant shall be
responsible for the preparation and procurement of all designs, specifications and preliminary
cost estimates, preparation of as-built plans and any other design work necessary to construct
Tenant's Work Tenant expressly acknowledges and agrees that Landlord's participation in the
assessment and design work under this Lease, including but not limited to, providing information
and reviewing, commenting on and disapproving and/or accepting designs, Plans, field change
orders, and specifications(i) is solely for the benefit and protection of the Landlord, (u) does not
create or impose upon the Landlord any standard or duty of care towards Tenant, all of which are
hereby disclaimed, (ui) may not be relied upon by Tenant in determining requirements, and (iv)
may not be asserted, nor may the Landlord's exercise or failure to exercise any such rights be
asserted, against the Landlord by Tenant as a defense, legal or equitable to Tenant's obligation to
fulfill such standards and requirements and regardless of any acceptance of work by Landlord
4. Building Assessment Tenant has had the opportunity to conduct all due
diligence, studies, testing and investigations of the Building and is not relying on any statement
or representation of Landlord as to the condition of the Building. The Landlord makes no
warranties as to the condition of the Building or its fitness for modifications Tenant
acknowledges that the Building is made available for purposes of the Tenant's Work on an "as
is" and"with all faults"basis.
AUKEEN DISTRICT COURT EXPANSION LEASE Page 5
5. Completion of Tenant's Work--Timeline. Tenant shall substantially complete
"Tenant's Work" in accordance with the Final Approved Design and the terms of Exhibit C
within eleven (11) months of Commencement of Tenant's Work The obligations of Tenant to
perforni work and supply materials and labor shall be as set forth in Exhibit C. Tenant shall
submit for Landlord's approval the Preliminary Approved Design for 100 percent stage review
within six (6) months of the Commencement Date Tenant shall take all necessary steps to hire a
contractor within five (5) months of Landlord's approval of 100% Preliminary Approved Design
Tenant shall further satisfy the conditions contained in Section 2 B 1 within eleven (1 1) months
of the Commencement Date
6. Tenant's Financial Obligations. Tenant's Work shall be completed at
Tenant's sole cost and expense No part of the cost of construction of the Tenant Improvements
shall ever be or become an obligation of Landlord, including the cost of any Field Change Order,
regardless of whether it is initiated by Tenant or Landlord, except as provided in Exhibit C,
Section 3
7. Tenancy During Construction of Tenant Improvements. The Parties
acknowledge that the Building is occupied by Landlord and Tenant and shall remain occupied
and fully operational as a functioning facility, with four(4) operational courtrooms and attendant
spaces necessary for clerical, security and judicial staff working in the Building as of the
Commencement Date (but excluding King County probation staff), during all phases of Tenant's
Work, as provided in Exhibit C
SECTION 3: TERM AND COMMENCEMENT
A. TERM AND CONFIRMATION
This Lease shall be fully effective and enforceable in accordance with its terms on the
date this Lease is fully executed, acknowledged and delivered by both Landlord and Tenant The
term ("Term") of this Lease shall commence on the Commencement Date and end on the
Expiration Date as specified in Section 1 above, unless sooner terminated as provided herein,
subject to adjustment as provided below and the other provisions hereof.
B. ACCEPTANCE OF PREMISES
Occupancy of the Premises by Tenant prior to the initiation of Tenant's Work shall be
conclusive evidence the Premises were in good, clean and tenantable condition and delivered in
accordance with this Lease Following Substantial Completion of Tenant's Work, as defined in
Exhibit C, Tenant shall have no right to object to Landlord as to the condition of the Premises,
subject to Section 7
C. SCHEDULE FOR TENANT IMPROVEMENTS
The Commencement Date shall precede the date of Commencement of Tenant's Work.
Tenant shall complete or cause to be completed all of Tenant's Work, subject to punch list items,
according to the scheduling provisions herein and terms contained in Exhibit C.
AUKEEN DISTRICT COURT EXPANSION LEASE Page 6
1. Substantial Completion. As used herein, "substantially completed" or
"Substantial Completion" shall mean that each of the following have occurred subject only to
completion of customary "punch list" items- (a) Tenant's contractor shall have notified Tenant in
writing that Tenant's Work is substantially complete in accordance with the Approved Design;
(b) Tenant's contractor shall have issued its Certificate of Substantial Completion (AIA
Document G704) (the "Certificate of Completion") stating Tenant's Work is sufficiently
complete in accordance with the Final Approved Design, including Approved Field Change
Orders, to permit Landlord and Tenant to occupy and utilize the portion of the Budding included
in the Tenant's Work for the permitted use, (c) the City of Kent has issued a certificate of
occupancy or temporary certificate of occupancy such that Landlord and Tenant are legally
entitled to occupy the portion of the Building included in the Tenant's Work for its permitted
use, and (d) Landlord shalt have accepted in writing, with Tenant's concurrence, Tenant's Work
as substantially complete, provided, Landlord shall not unreasonably withhold, delay or
condition its concurrence if each of the items (a) through (c) have occurred, and provided
further, it shall be deemed unreasonable hereunder for Landlord to withhold its concurrence
unless the Certificate of Completion is incorrect in any material respect
2. Tenant agrees to provide Landlord no less than seven (7) business days advance
notice of Substantial Completion, along with all supporting documentation (including but not
limited to third party commissioning reports), and for the sole purpose of determining Substantial
Completion hereunder, Landlord shall be deemed to have conclusively concurred with Tenant's
acceptance of Tenant's Work unless Landlord provides Tenant notice that the Certificate of
Completion is incorrect in any material respect prior to expiration of said seven (7) business day
period
3. Landlord and Tenant may alter any of the deadlines contained in Sections 3.0 and
D of the Lease by mutual written amendment to this Lease. Neither party's approval shall be
unreasonably withheld Landlord's and Tenant's respective facilities directors shall submit any
such dispute to the King County Chief Administrative Officer who shall, in consultation with
Kent's Chief Administrative Officer, render a decision within two (2)business days of submittal
to him which decision shall be final and binding
D. TENANT DELAY
Other than as provided in this Section 3, Tenant shall have no liability for loss or damage
to Landlord resulting in any delay in the Substantial Completion of Tenant's Work. as defined in
Exhibit C, except as follows
1. Notwithstanding the foregoing, in the event Tenant fails to both a) submit the
Preliminary Approved Design to Landlord for 100 percent stage review and approval within six
(6) months of the Commencement Date, and b) meet all conditions specified in Section 2.13 1
and initiate Tenant's Work within nine (9) months following the Commencement Date of this
Lease, and is not diligently and demonstrably pursuing compliance, Landlord may terminate this
Lease upon sixty (60) days written advance notice of such termination to Tenant, and neither
Landlord nor Tenant shall have any further rights or obligations hereunder, except as provided in
Sections 4 (Base Rent and Additional Rent), 17 (Release and Indemnity) and 24 (Hazardous
AUKEEN DISTRICT COURT EXPANSION LEASE Page 7
Substances). Provided, Tenant may exercise a one time opportunity to cure its failure to
commence Tenant's Work by initiating it within the 60 day notice period referenced above In
the event of termination of this Lease pursuant to this Section 3.13 1, Tenant shall have sixteen
(16) months to vacate the Premises
2. In the event Tenant initiates Tenant's Work within the time period required in
Section 3.13.1 but fails to Substantially Complete Tenant's Work within eleven (11) months of
the Commencement of Tenant's Work, Landlord may terminate this Lease upon ninety (90) days
advance written notice, at which time Tenant agrees to vacate the Premises while remaining
subject to Sections 4, 17 and 24 of the Lease as provided in Section 3 D 1, and Landlord shall
have the option of completing Tenant's Work Should Landlord elect to complete Tenant's Work
in accordance with the Final Approved Design and Exhibit C, upon Landlord's completion of
the work Tenant shall be entitled to compensation as calculated by applying the formula in
Exhibit D, minus Landlord's attorney's fees and costs incurred as a result of Tenant's failure to
complete Tenant's Work.
E. LANDLORD DELAY
As used in this Lease the term "Landlord Delay" shall mean any of the following events
which result in delay to Tenant's performance of Tenant's Work (and provided such events are
not caused by Tenant's default or an event of Force Majeure). (i) delay resulting from Landlord's
failure to act or perform within the applicable time frame required by this Lease for such
Landlord action or performance; (n) delay resulting from Landlord-initiated Field Change Orders
pursuant to Exhibit C, and (ni) delay resulting from Landlord's default of any term or condition
of this Lease Following Tenant's discovery of any such Landlord Delay, Tenant agrees to
provide Landlord's project manager reasonably prompt notice of such Landlord Delay.
Notwithstanding the foregoing, in any instance where this Lease expressly provides that if
Landlord fails to act within a specified time period Landlord shall be conclusively deemed to
have acted in a particular manner, the passage of such specified time period without Landlord
action shall not be considered Landlord Delay hereunder.
SECTION 4: BASE RENT AND ADDITIONAL RENT
A. BASE RENT. Tenant shall pay the sum of$6,774 50 per month (based on an annual
rent of $17 00 per square foot), due and payable on the first day of each calendar month in
advance, for the period from the Commencement Date through the month of Substantial
Completion. For the five year period from and immediately after Substantial Completion,
Tenant shall pay Base Rent equal to the Post-Construction Appraised Rent Value (based on
annual rent on a per square foot basis as determined in accordance with Section 26 C), calculated
as a monthly amount, for the Premises (as expanded by Tenant's Work), which Base Rent shall
be due and payable on the first day of each calendar month in advance Base Rent shall
thereafter be adjusted every five (5) years (counting forward from the end of the initial five year
period immediately following Substantial Completion) ("Subsequent Base Rent Adjustment")
based on the Seattle Tacoma Bremerton All Urban Consumers' Price Index year ending rate
(December)
AUKEEN DISTRICT COURT EXPANSION LEASE Page 8
B. ADDITIONAL RENT FOR OPERATING EXPENSES
Additional Rent shall be payable quarterly in arrears within 30 days of invoicing. From
and after Substantial Completion Tenant shall pay as Additional Rent a pro-rata share of public
utilities (electricity, water, sewer, garbage removal), grounds and/or Building maintenance and
repair, assessments, insurance premiums, and janitorial service based on the ratio of square
footage of the Building leased to Tenant versus square footage dedicated to the use by Landlord
(i.e , excluding the square footage of Common Areas from the calculation.) Landlord shall
provide Tenant quarterly with a written statement showing the calculation of said Additional
Rent
SECTION 5: QUIET ENJOYMENT AND TENANT SECURITY
A. QUIET ENJOYMENT
Landlord agrees that if Tenant performs the terms and provisions hereunder, Tenant shall
hold the Premises during the Term, free of lawful claims by any party acting by or through
Landlord, subject to all other terms and provisions of this Lease.
B. TENANT SECURITY
Landlord and Tenant acknowledge that the Building will be used for criminal justice
services, including courtrooms and judges' chambers Landlord and Tenant agree to work
cooperatively to maintain security for Court operations, and to the extent necessary, develop a
joint operating plan for the provision of Court operational security In the event Landlord and
Tenant cannot agree upon a mutually acceptable security agreement, they shall form a committee
of equal representation ("Security Committee"), who shall then agree on the final odd numbered
member, to draft a security plan which will remain in effect for the term of this Lease, unless
modified by the procedure contained in this Section 5 B
SECTION 6: UTILITIES AND SERVICES
A. STANDARD UTILITIES
Landlord shall make available to the Premises public utilities generally available to the
Building
B. INTERRUPTIONS AND EMERGENCY MEASURES
Landlord shall use reasonable diligence to remedy an interruption in the furnishing of
such services and utilities If, however, any governmental authority imposes regulations,
controls or other restrictions upon Landlord or the Building which would require a change in the
services provided by Landlord under this Lease (collectively "Government Regulations"), or if
Landlord reasonably determines an interruption or other change in utilities, services or Building
access is required due to an emergency or other similar concern for the safety of Building
AU KEEN DISTRICT COURT EXPANSION LEASE Page 9
occupants (collectively "Emergency Measures"), Landlord may proceed with such Emergency
Measures and may comply with such Government Regulations, including without limitation,
curtailment, rationing or restrictions on Building or Premises access, the use of electricity or any
other form of utilities or services serving the Premises Tenant will cooperate and do such things
as are reasonably necessary to comply with Landlord's Emergency Measures and to enable
Landlord to comply with such Government Regulations and Landlord shall have no liability to
Tenant for any loss, damage or expense Tenant may sustain due to such Emergency Measures or
Government Regulations. Additionally, and notwithstanding anything in this Lease to the
contrary, Landlord does not warrant that any of the services and utilities referred to above will be
free from interruption Interruption of services and utilities shall not be deemed an eviction or
disturbance of Tenant's use and possession of the Premises or any part thereof, or render
Landlord liable to Tenant for damages or loss of any kind, or relieve Tenant from performance of
Tenant's obligations under this Lease
C. COMMON AREAS
The following areas adjacent to or located in or on the Premises, shall constitute Common
Areas available for Tenant's non-exclusive use including without limitation walkways, hallways,
stairways, driveways, lavatories,janitorial rooms, mechanical rooms, electrical rooms, landscaped
areas and grounds, and all other areas used in common by Landlord and invitees and employees of
the Tenant All Common Areas shall be subject to Landlord's management and control and shall be
operated and maintained in such a manner as Landlord, in its reasonable discretion, shall determine.
Landlord may, from time to time in Landlord's reasonable discretion, alter, modify or change the
dimensions and location of the Common Areas, provided, however, that any such alterations,
modifications or changes shall not materially interfere with Tenant's use and enjoyment of the
Premises as set forth in this Lease, and shall not alter, modify or change the dimensions and location
of the Common Area expansion or renovation made by Tenant Improvements, unless otherwise
agreed in writing by the parties Tenant and others entitled or allowed to use the Common Areas
shall be subject to and shall comply with the rules and regulations applicable to the Common Areas
as may be established by Landlord from time to time Any damage to the Common Areas
occasioned by the act of Tenant or its employees or invitees shall be paid by Tenant upon demand
by Landlord Common Areas are generally depicted on Exhibits A and, following Substantial
Completion of Tenant Improvements,Exhibit A-1.
SECTION 7: MAINTENANCE AND REPAIRS
A. NORMAL MAINTENANCE AND REPAIR
Unless expressly provided otherwise in this Lease or in Exhibit C, Landlord shall
maintain and repair, suitable for use as the purpose identified in Section 1 B 8, the Building,
including the Common Areas Landlord's maintenance and repair obligations shall include the
structural parts of the Building which shall include the foundations, bearing and exterior walls,
subfloormg, gutters, downspouts, and the roof of the Building and the Building Systems and
Equipment, and malfunctioning fixtures, provided, in the event any such replacements, repairs or
maintenance are caused by or result from Tenant's excessive or improper use or occupation
thereof or which are caused by or result from the negligence or improper conduct of Tenant, its
AUKEEN DISTRICT COURT EXPANSION LEASE Page 10
agents, employees or invitees,the cost of such repairs shall be paid solely by Tenant. Landlord's
obligations under this Section 7 shall also include janitorial services
B. MAINTENANCE AND REPAIR DURING TENANT'S WORK
During Tenant's Work, Tenant's contractor shall cooperate with Landlord to allow
Landlord necessary access for normal maintenance and repairs Landlord shall have no duty to
perform any maintenance or repairs that will be made obsolete by Tenant's Work, but will
continue to perform emergency, or similar repairs, not necessitate or caused by Tenant's Work
SECTION 8: ALTERATIONS
Prior to the Commencement of Tenant's Work and following Substantial Completion, as
provided in Section 2, Tenant shall not attach any fixtures, equipment or other items to the
Premises, or paint or make any other additions, changes, alterations, repairs or improvements
(collectively hereinafter "alterations") to the Premises, Building or Property without Landlord's
prior written consent, which with respect to alterations to the Premises will not be unreasonably
withheld. Any alterations, excluding Tenant's Work, so made shall remain on and be
surrendered with the Premises upon expiration or earlier termmation of this Lease, except that
Landlord may, within thirty (30) days before or thirty (30) days after expiration or earlier
termination hereof elect to require Tenant to remove any or all alterations at Tenant's sole costs
and expense, provided, notwithstanding the foregoing, Landlord shall not have the right to
require removal of any improvement or alteration constructed by Tenant as part of Tenant's
Work. In the event Tenant desires to make any improvements or alterations other than Tenant's
Work, at the time Tenant submits plans for requested alterations to Landlord for Landlord's
approval, Tenant may request Landlord to identify which alterations Landlord may require
Tenant to remove at the termination of or expiration of this Lease, and Landlord shall make such
identification simultaneous with its approval (if any) of the alterations and Landlord shall have
the right to require removal of any alterations so marked If Landlord elects to require removal
of alterations, then at its own and sole cost Tenant shall restore the Premises to the condition
designated by Landlord in its election, before the last day of the term or within thirty (30) days
after notice of its election is given, whichever is later
SECTION 9: INSURANCE
A. TENANT OBLIGATIONS
The Tenant agrees, at its own expense, to maintain, through its self-funded Self-Insurance
program, coverage for all of its liability exposures under this Lease The Tenant agrees to
provide Landlord with at least thirty (30) days prior written notice of any material change in the
City's self-funded Self-Insurance program, and will provide Landlord with a certificate of self-
insurance as adequate proof of coverage Landlord further acknowledges, agrees and understands
that the Tenant does not purchase Commercial General Liability insurance and is a self-insured
governmental entity; therefore the Tenant does not have the ability to add the Landlord as an
additional insured. Should the Tenant elect and cease self-insuring its liability exposures and
purchase Commercial General Liability insurance, Tenant agrees to add the Landlord (and
Landlord's Lender) as an additional insured
AUKEEN DISTRICT COURT EXPANSION LEASE Page 11
B. LANDLORD OBLIGATIONS
The Landlord agrees, at its own expense, to maintain, through its self-funded Self-
Insurance program, coverage for all of its liability exposures under this Lease The Landlord
agrees to provide Tenant with at least thirty (30) days prior written notice of any material change
in the County's self-funded Self-Insurance Program, and will provide Tenant with a certificate of
self-insurance as adequate proof of coverage Tenant further acknowledges, agrees and
understands that the Landlord does not purchase Commercial General Liability insurance and is
a self-insured governmental entity; therefore the Landlord does not have the ability to add the
Tenant as an additional insured Should the Landlord elect and cease self-insuring its liability
exposures and purchase Commercial General Liability insurance, Landlord agrees to add the
Tenant as an additional insured.
1. Buildings/Structures/Facilities. The Landlord will carry "All Risk" property
insurance in an amount equal to the full replacement value of all improvements, structures, and
buildings located on the Premises King County will not carry insurance on Tenant's property
2. Tenant shall maintain "All Risk"property insurance in an amount equal to the full
replacement value of all its personal property located on the Premises
3. In consideration of the duration of this Lease, the parties agree that the Insurance
Requirements Section herein, at the discretion of Landlord, may be reviewed and adjusted with
each amendment, within 90 days of the end of the first five (5) year period of the Lease Term,
and the end of each successive five (5) year period thereafter, and immediately prior to
Substantial Completion. Any adjustments made as determined by Landlord, shall be in
accordance with reasonably prudent risk management practices and insurance industry standards
and shall be effective upon 90 days written notice by Landlord
C. WAIVER OF SUBROGATION
Landlord and Tenant release and relieve the other, and waive the entire right of recovery
for loss or damage to property located within or constituting a part or all of the Premises, the
Building or the Property to the extent that the loss or damage is actually covered (and claim
amount recovered) by insurance, or self insurance, carried by either party and in force at the time
of such loss or damage This waiver applies whether or not the loss is due to the negligent acts
or omissions of Landlord or Tenant, or their respective officers, directors, employees, agents,
contractors, or invitees Each of Landlord and Tenant shall have their respective property
insurers endorse the applicable insurance policies or self insurance program, to reflect the
foregoing waiver of claims, provided, however, that the endorsement shall not be required if the
applicable policy of insurance, or self insurance program permits the named insured to waive
rights of subrogation on a blanket basis, in which case the blanket waiver shall be acceptable
SECTION 10: CASUALTY DAMAGE
A. DAMAGE OR DESTRUCTION
AUKEEN DISTRICT COURT EXPANSION LEASE Page 12
In the event the Building or Premises shall be destroyed or rendered untenantable, either
wholly or in part, by fire or other casualty, Landlord may, at its option, elect to restore the
Building or Premises to as near their previous condition as is reasonably possible and in the
meantime the Base Rent and Additional Rent shall be abated in the same proportion as the
untenantable portion of the Premises bears to the entire Premises, provided, such abatement (i)
shall apply only to the extent the Premises are untenantable for the purposes permitted under this
Lease and not used by Tenant as a result thereof, and (u) shall not apply if Tenant or any other
occupant of the Premises or any of their agents, employees, invitees, transferees or contractors
caused the damage Unless Landlord, within sixty (60) days after the happening of any such
casualty, shall notify Tenant of its election to so restore, this Lease shall thereupon terminate,
provided, if in Landlord's estimation the Premises cannot be restored within one hundred twenty
(120) days following such destruction, Landlord shall notify Tenant and Tenant may terminate
this Lease (regardless of Landlord's intent to restore) by delivery of notice to Landlord within
thirty (30) days of Landlord's notice In the event the Lease is terminated after Substantial
Completion of Tenant's Work, Tenant shall be entitled to compensation for Tenant's Work as
provided in Exhibit D In the event the Lease is terminated before the commencement of
Tenant's Work, Exhibit D shall not apply. Tenant agrees that in the event the Building or
Premises are destroyed or rendered untenantable, either in whole or in part, its sole remedy shall
be as set forth in this Section 10 Tenant further agrees that if it elects not to terminate the Lease,
that the abatement of Base Rent and Additional Rent as provided above shall be Tenant's sole
and exclusive recourse in the event of such damage, and Tenant waives any other rights Tenant
may have under applicable law or this Lease to perform repairs or terminate the Lease by reason
of damage to the Building or Premises.
B. DAMAGE OR DESTRUCTION DURING TENANT IMPROVEMENTS;
REBUILDING
In the event the Building or Premises shall be destroyed or rendered untenantable, either
wholly or in part, by fire or other casualty during Tenant's Work and prior to Substantial
Completion, and Landlord elects to rebuild pursuant to Section 10 A above, Landlord and Tenant
shall cooperate to rebuild the Tenant Improvements consistent with the Final Approved Plans
attached to Exhibit C and shall rebuild the remainder of the Premises and Building to pre-
casualty condition, with Tenant bearing responsibility and cost for the Tenant Improvements and
Landlord bearing responsibility and cost for the remainder of the Premises and Building
Landlord and Tenant shall cooperate in the reconstruction, including public work administration,
and may agree to different allocations of responsibility, including cost, for the most efficient and
expedient arrangement for construction 1 he formula in Exhibit D shall not apply
C. DAMAGE OR DESTRUCTION DURING TENANT IMPROVEMENTS; NO
REBUILDING.
In the event, during construction of Tenant Improvements, Landlord elects to not rebuild
as described in Section 10 A above, the Lease shall terminate, Landlord and Tenant shall have no
further rights or obligations pursuant to the Lease and Tenant's recovery shall be in all instances
limited to the proceeds from its own insurer The formula in Exhibit D shall not apply
AUKEEN DISTRICT COURT EXPANSION LEASE Page 13
SECTION 11: CONDEMNATION
A. NOTIFICATION
Landlord and Tenant will immediately notify the other in writing of the receipt of notice
of any proceedings with respect to a condemnation or intent of any authority to exercise the
power of eminent domain.
B. COMPENSATION AND TERMINATION OF LEASE
Either party may terminate this Lease if the whole or any material part of the Premises
shall be taken or condemned for any public or quasi-public purpose through the exercise of
eminent domain Landlord shall also have the right to terminate this Lease in the event of a
Taking of any portion of the Building or Property which would leave the remainder of the
Building unsuitable for use as a courthouse in a manner comparable to the use prior to the
Taking In order to exercise its right to terminate this Lease, Landlord or Tenant, as the case
may be, must provide written notice of termination to the other within 45 days after the
terminating party first received notice of Taking Any such termination shall be effective as of
the date the physical taking of the Premises or the portion of the Building or Property occurs. In
addition, Base Rent and Additional Rent for any portion of the Premises taken or condemned
shall be abated during the unexpired tern of this Lease effective when the condemner takes
possession Tenant shall hold harmless Landlord for any and all costs incurred by Tenant as a
result of a Taking Tenant's only recourse for compensation in the event of a Taking shall be
against the condemner Landlord and Tenant agree to cooperate in any condemnation
proceeding to determine just compensation Tenant may file a claim against the condemner at its
sole cost and expense, separate from any claim brought against the condemner by Landlord, for
just compensation, but only to the extent such claim does not diminish the award which would
otherwise be received by Landlord.
D WAIVER
Tenant agrees that it shall not exercise the power of eminent domain, neither on a total or
partial basis, nor on a permanent or temporary basis, with regard to the Property, Building or
Premises at any time while this Lease is in effect unless it has obtained Landlord's assent to such
condemnation in writing and upon terms acceptable to both Landlord and Tenant Landlord
agrees that it shall not exercise the power of eminent domain, neither on a total or partial basis,
nor on a permanent or temporary basis, with regard to the Tenant's leasehold interest in the
Premises at any time while this Lease is in effect unless it has obtained Tenant's assent to such
condemnation in writing and upon terns acceptable to both Landlord and Tenant
SECTION 12: ASSIGNMENT AND SUBLEASE
Tenant shall not assign this Lease or any part thereof and shall not let or sublet the whole
or any portion of the Premises without the written consent of Landlord, which consent shall not
AUKEEN DISTRICT COURT EXPANSION LEASE Page 14
be unreasonably withheld by Landlord This Lease shall not be assignable by operation of law
If consent is once given by the Landlord to a sublease of this Lease, or any interest therein,
Landlord shall not be barred from afterwards refusing to consent to any further sublease
SECTION 13: PERSONAL PROPERTY AND LEASEHOLD TAXES
To the extent applicable, Tenant shall pay prior to delinquency all taxes, charges or other
governmental impositions assessed against, levied upon or otherwise imposed upon or with
respect to all fixtures, furnishings, personal property, systems and equipment located in or
exclusively serving the Premises, and any improvements made to the Premises under or pursuant
to the provisions of this Lease Whenever possible, Tenant shall cause all such items to be
assessed and billed separately from the other property of Landlord In the event any such items
shall be assessed and billed with the other property of Landlord, Tenant shall pay Landlord its
share of such taxes, charges or other governmental impositions within ten (10) days after
Landlord delivers a statement and a copy of the assessment or other documentation showing the
amount of impositions applicable to Tenant's property Tenant shall pay any rent tax, sales tax,
service tax, transfer tax, value added tax, or any other applicable tax on the Rent, utilities or
services herein, the privilege of renting, using or occupying the Premises, or collecting Rent
therefrom, or otherwise respecting this Lease or any other document entered in connection
herewith
SECTION 14: DEFAULT
A. TENANT DEFAULT
I. Excluding Tenant's Work and the deadlines associated with the same pursuant to
Section 3 D, the occurrence of any one or more of the following events shall constitute a
"Default" by Tenant and shall give rise to Landlord's remedies set forth in Section 14 B below.
(i) failure to pay when due all or any portion of Base Rent or Additional Rent, if the failure
continues for three (3) business days after written notice to Tenant, (it) failure to observe or
perform any term or condition of this Lease other than the payment of Base Rent or Additional
Rent, unless such failure is cured within any period of time following notice expressly provided
with respect thereto in other Sections hereof, or otherwise within a reasonable time, but in no
event more than sixty (60) days following notice from Landlord (provided, if the nature of
Tenant's failure is such that more time is reasonably required in order to cure, Tenant shall not
be in Default if Tenant commences to cure promptly within such period and thereafter diligently
pursues its completion), (in) failure to cure immediately upon notice thereof any condition which
is hazardous, interferes with another tenant or the operation or leasing of the Property, or may
cause the imposition of a fine, penalty or other remedy on Landlord or its agents or affiliates, (iv)
abandonment and vacation of the Premises (failure to occupy and operate the Premises for ten
(10) consecutive days) The occurrence of any of the aforementioned events of Default shall not
under any circumstance excuse or relieve Tenant from any of its obligations under this Lease,
including payment of Rent and Additional Rent pursuant to Section 4 In the event of a Default
under this Section 14 prior to Commencement of Tenant's Work, the formula provided in
Exhibit D shall have no application and Tenant shall not be entitled to any compensation
whatsoever
AUKEEN DISTRICT COURT EXPANSION LEASE Page 15
2. Defaults related to Tenant's Work and the deadlines associated with the same
shall be governed by the notice provisions, cure deadlines, Landlord remedies, deadlines for
Tenant to vacate, and Tenant compensation for Tenant's Work as specifically provided
elsewhere in this Lease
B. LANDLORD'S REMEDIES
If a Default occurs, Landlord shall have the right without notice or demand (except as
provided in Section 14 A 1) to pursue any of its rights or remedies at law or in equity which shall
be cumulative with and in addition to any other right or remedy allowed under this Lease
Landlord may elect to terminate this Lease and Tenant's right to possession, at any time
following a Default and upon sixty (60) days written notice to Tenant In the event Landlord
terminates the Lease hereunder, the following shall apply
1. In the event Landlord elects to terminate the Lease due to Tenant's Default
occurring after Substantial Completion of Tenant's Work, Landlord shall refund to Tenant its
share of the value of the Tenant Improvements (Tenant's Work) based upon the formula and
pursuant to the schedule in Exhibit D, minus Landlord's attorney's fees and direct costs ansing
from the Default ("Termination Refund Offset Cost") Landlord's obligation to refund Tenant's
net share of the value of the Tenant Improvements shall commence on the latter happening of
either (a) the date of termination or, (b) in the event such Default results in litigation, the date of
entry of a judgment, or the date upon which a written settlement is reached, or as agreed to in
writing by Landlord and Tenant.
2. In the event Tenant defaults after Commencement of Tenant's Work, but prior to
Substantial Completion, and provided the default cannot be reasonably cured pursuant to Section
14 A, Landlord may elect to complete Tenant's Work in accordance with the Final Approved
Design and Exhibit C In such event, Tenant agrees to make available to Landlord the
unexpended portion of the $7,500,000 2008 Limited Tax General Obligation bonds issued by
Tenant and allocated for the contracted costs for construction and construction management costs
of Tenant's Work In addition, Landlord reserves the right to pursue any and all remedies
available at law or in equity against Tenant Upon completion of Tenant's Work by Landlord,
Tenant shall be entitled to a refund equal to the value of the Tenant Improvements as calculated
by applying the formula provided in Exhibit D, less any legal costs incurred by Landlord as a
result of Tenant's default
3. In the event of any such reentry by Landlord, Landlord may, at Landlord's option,
require Tenant to remove from the Premises any of Tenant's property located thereon If Tenant
fails to do so, Landlord shall not be responsible for the care or safekeeping thereof and may
remove any of the same from the Premises and place the same elsewhere in the Building or in
storage in a public warehouse at the cost, expense and risk of Tenant with authority to the
warehouseman to sell the same in the event that Tenant shall fail to pay the cost of transportation
and storage, all in accordance with the rules and regulations applicable to the operation of a
public warehouseman's business. In any and all such cases of reentry Landlord may make any
repairs in, to or upon the Premises which may be necessary, desirable or convenient, and Tenant
AUKEEN DISTRICT COURT EXPANSION LEASE Page 16
hereby waives any and all claims for damages which may be caused or occasioned by such
reentry or to any property in or about the Premises or any part thereof
4. Forbearance by Landlord to enforce one or more remedies shall not constitute a
waiver of any Default
C. LANDLORD DEFAULT AND TENANT REMEDIES
Landlord's failure to perform or observe any of its obligations under this Lease or to
correct a breach of any warranty or representation made in this Lease within thirty(30) days after
receipt of written notice from Tenant setting forth in reasonable detail the nature and extent of
the failure referencing pertinent Lease provisions or if more than thirty (30) days is required to
cure the breach, Landlord's failure to begin curing within the thirty (30) day period and
diligently prosecute the cure to completion, shall constitute a default
1. If Landlord commits a default that materially affects Tenant's use of the Premises,
and Landlord has failed to commence to cure such default within thirty(30) days (or such shorter
time as is commercially reasonable in the case of an emergency threatening imminent harm to
persons or property), Tenant may, without waiving any claim for damages for breach of
agreement, thereafter cure the default for the account of the Landlord Such notice shall include
notice of Tenant's plans to undertake the cure if Landlord does not do so within thirty (30) days
(or less as provided above) The reasonable cost of such cure shall be deemed paid or incurred
for the account of Landlord, and Landlord shall reimburse Tenant for these costs. Landlord shall
reimbursement Tenant within thirty (30) days after completion of the cure and invoice to
Landlord itemizing the costs of cure If Landlord disputes either the necessity of the cure or the
cost thereof, the matter shall be settled by arbitration administered by the American Arbitration
Association in accordance with its Rules for the Real Estate Industry before a single neutral
arbitrator of the American Arbitration Association sitting in Seattle, Washington The arbitrator
shall be a person having at least ten (10) years' experience and knowledge about commercial
leasing and property management The arbitration shall be held within sixty (60) days of
Landlord notifying Tenant it disputes Tenant's cure The costs of the arbitrator shall be shared
equally by the parties The prevailing party shall be entitled to an award of reasonable attorney's
fees. The arbitrator's award shall be final and binding on the parties
2. If Landlord commits a default that materially affects Tenant's use of the Premises
after Substantial Completion, and Landlord has failed to commence to cure such default within
thirty (30) days of receipt by Landlord of notice of default (or such shorter time as is
commercially reasonable in the case of an emergency threatening imminent harm to persons or
property), and the default is not reasonably cured by Tenant performing labor or similar cure,
Tenant may elect to a) seek specific performance of the Landlord in court, or b) terminate this
Lease In the event Tenant elects termination, Tenant shall be entitled to a refund as calculated
by applying the formula provided in Exhibit D Either election remedy (specific performance or
termination) by Tenant shall be Tenant's exclusive remedy Tenant shall have no right to
terminate the Lease prior to Substantial Completion, but shall be limited to specific performance
AUKEEN DISTRICT COURT EXPANSION LEASE Page 17
SECTION 15: RIGHTS RESERVED BY LANDLORD
Except to the extent expressly limited herein, Landlord reserves full rights to control the
Facility (which rights may be exercised without subjecting Landlord to claims for constructive
eviction, abatement of Rent, damages or other claims of any kind), including more particularly,
but without limitation,the following rights.
A. GENERAL MATTERS
To (i) change the name of the Building or Property or designation of the Premises
(subject to restrictions in 15 C below), (it) install and maintain signs on the exterior and interior
of the Building or Property, and grant any other person the right to do so, (ni) retain at all times,
and use in appropriate instances, keys to all doors within and into the Premises, subject to
Tenant's security rights under Section 5 above, (iv) grant to any person the right to conduct any
business or render any service at the Facility, whether or not the same are similar to the use
permitted Tenant by this Lease, but only so long as those uses are not incompatible with
Tenant's use of the Premises, (v) grant any person the right to use separate security personnel
and systems respecting access to their premises, subject to Section 5, (vi) have access for
Landlord and other tenants of the Building to any mail chutes located on the Premises according
to the rules of the United States Postal Service (and to install or remove such chutes), and (vu) in
case of fire, invasion, insurrection, riot, civil disorder, emergency or other dangerous condition,
or threat thereof (a) limit or prevent access to the Building or Property or Premises, (b) shut
down services, and (c) otherwise take such action or preventative measures deemed necessary
by Landlord for the safety of tenants of the Facility or the protection of the Facility and other
property located thereon or therein (but this provision shall impose no duty on Landlord to take
such actions, and no liability for actions taken in good faith)
B. ACCESS TO PREMISES
To enter the Premises in order to inspect, supply cleaning service or other services to be
provided Tenant hereunder, and perform any work or take any other actions under Section 15 C
below, or exercise other rights of Landlord under this Lease or applicable Laws, subject to
Tenant's security rights under Section 5 above However, Landlord shall (a) provide reasonable
advance written notice to Tenant's court administrator or other appropriate person for matters
which will involve a significant disruption to Tenant's business (except in emergencies), (b) take
reasonable steps to minimize any significant disruption to Tenant's business, and following
completion of any work, return Tenant's leasehold improvements, fixtures, property and
equipment to the original locations and condition to the fullest extent reasonably possible, and
(c) take reasonable steps to avoid materially changing the configuration or reducing the square
footage of the Premises, unless required by Laws or other causes beyond Landlord's reasonable
control (and in the event of any permanent material reduction, the Base Rent and Additional Rent
and other rights and obligations of the parties based on the square footage of the Premises shall
be proportionately reduced) Tenant shall not place partitions, furniture or other obstructions in
the Premises which may prevent or impair Landlord's access to the systems and equipment for
the Building or the systems and equipment for the Premises If Tenant requests that any such
AUKEEN DISTRICT COURT EXPANSION LEASE Page 18
access occur before or after Landlord's regular business hours and Landlord approves, Tenant
shall pay all overtime and other additional costs in connection therewith
C. CHANGES TO THE BUILDING OR PREMISES
To (i) paint and decorate, (ii) perform repairs or maintenance, and (iii) make
replacements, restorations, renovations, alterations, additions and improvements, structural or
otherwise in and to the Building or Premises or any part thereof, including any adjacent building,
structure, facility, land, street or alley, or change the uses thereof(including changes, reductions
or additions of corridors, entrances, doors, lobbies, parking facilities and other areas, structural
support columns and shear walls, elevators, stags, escalators, mezzanines, solar tint windows or
film, kiosks, planters, sculptures, displays, and other amenities and features therein, and changes
relating to the connection with or entrance into or use of the Building or Premises or any other
adjoining or adjacent building or buildings, now existing or hereafter constructed) Provided that
Landlord shall have no right to reduce the square footage of the Premises or change the
designation of the Premises from that built per the Final Approved Design (as amended by Field
Change Orders) unless otherwise agreed in writing by the parties In connection with such
matters, Landlord may among other things erect scaffolding, barricades and other structures,
open ceilings, close entry ways, restrooms, elevators, stairways, corridors, parking and other
areas and facilities, and take such other actions as Landlord deems appropriate However,
Landlord shall (a) take reasonable steps to minimize or avoid any denial of access to the
Premises except when necessary on a temporary basis, and (b) in connection with entering the
Premises shall comply with Section 15 B above
SECTION 16: INTENTIONALLY OMITTED
SECTION 17: RELEASE AND INDEMNITY
A. INDEMNITY
I Tenant shall indemnify, defend (using legal counsel reasonably acceptable to
Landlord) and save Landlord harmless from all claims, suits, losses, damages, fines, penalties,
liabilities and expenses (including Landlord's reasonable attorneys fees incurred in connection
with claims prior to Tenant's acceptance of its indemnity and defense obligations hereunder,
regardless of whether such claims involve litigation) resulting from any actual or alleged injury
(including death) of any person or from any actual or alleged loss of or damage to any property
occurring during the Term of this Lease and arising out of or in connection with (i) Tenant's
occupation, use or improvement of the Premises, including Tenant's Work as provided in
Exhibit C or that of its employees, agents or contractors, (u) Tenant's breach of its obligations
hereunder or (in) any negligent act or omission of Tenant or any subtenant, licensee, assignee or
concessionaire of Tenant, or of any officer, agent, employee, or contractor of Tenant Nothing in
this Section 17 A shall require Tenant to protect, defend and indemnify Landlord to the extent of
Landlord's negligence This indemnity with respect to acts or omissions during the term of this
Lease shall survive termination or expiration of this Lease The foregoing indemnity covers
actions brought by Tenant's own employees and it is specifically and expressly intended to
constitute a waiver of Tenant's immunity, as respects the Landlord only, under Washington's
AUKEEN DISTRICT COURT EXPANSION LEASE Page 19
Industrial Insurance Act, RCW Title 51, only to the extent necessary to provide Landlord with a
full and complete indemnity from claims made by Tenant and its employees, to the extend
provided herein Tenant shall promptly notify Landlord of casualties or accidents occurring in or
about the Premises LANDLORD AND TENANT ACKNOWLEDGE THAT THE
INDEMNIFICATION PROVISIONS OF SECTION 17 AND SECTION 24 WERE
SPECIFICALLY NEGOTIATED AND AGREED UPON BY THEM.
2 Landlord shall indemnify, defend (using legal counsel reasonably acceptable to
Tenant) and save Tenant harmless from all claims, suds, losses, damages, fines, penalties,
liabilities and expenses (including Tenant's reasonable attorneys fees incurred in connection with
claims prior to Landlord's acceptance of its indemnity and defense obligations hereunder,
regardless of whether such claims involve litigation) resulting from any actual or alleged injury
(including death) of any person or from any actual or alleged loss of or damage to any property
occurring during the Term of this Lease and arising out of or in connection with (i) Landlord's
occupation, use or improvement of the Property, or that of its employees, agents or contractors,
(n) Landlord's breach of its obligations hereunder, or (in) any negligent act or omission of
Landlord or any subtenant, licensee, assignee or concessionaire of Landlord, or of any officer,
agent, employee, or contractor of Landlord Nothing in this Section 17 A shall require Landlord
to protect, defend and indemnify Tenant to the extent of Tenant's negligence This indemnity
with respect to acts or omissions during the term of this Lease shall survive termination or
expiration of this Lease The foregoing indemnity covers actions brought by Landlord's own
employees and it is specifically and expressly intended to constitute a waiver of Landlord's
immunity, as respects the Tenant only, under Washington's Industrial Insurance Act, RCW Title
51, only to the extent necessary to provide Tenant with a full and complete indemnity from
claims made by Landlord and its employees, to the extend provided herein LANDLORD AND
TENANT ACKNOWLEDGE THAT THE INDEMNIFICATION PROVISIONS OF
SECTION 17 AND SECTION 24 WERE SPECIFICALLY NEGOTIATED AND
AGREED UPON BY THEM.
B. RELEASE
Landlord and Tenant hereby fully and completely waives and releases all claims against
each other for any losses or other damages sustained by the other party or any person claiming
through the other party resulting from any accident or occurrence in or upon the Property,
Building, and Premises, or any act, omission or negligence of co-tenants, licensees or any other
persons or occupants of the Building, provided only, that the releases contained in this Section
17 B shall not apply to claims for actual damage to persons or property resulting from the
negligence or willful misconduct of the party making the claim.
C. LIMITATION ON INDEMNITY
In compliance with RCW 4 24 115 as in effect on the date of this Lease, all provisions of
this Lease pursuant to which Landlord or Tenant (the "Indemndor") agrees to indemnify the
other (the "Indemmtee") against liability for damages ansing out of bodily injury to persons or
damage to property relative to the construction, alteration, repair, addition to, subtraction from,
improvement to, or maintenance of, any building, road, or other structure, project, development,
AUKEEN DISTRICT COURT EXPANSION LEASE Page 20
or improvement attached to real estate, including the Premises, (1) shall not apply to damages
caused by or resulting from the negligence of the Indemmtee, its agents or employees, and (n) to
the extent caused by or resulting from the concurrent negligence of (a) the Indemmtee or the
Indemmtee's agents or employees, and (b) the lndemmtor or the Indemnitor's agents or
employees shall apply only to the extent of the Indemmtor's negligence
D. DEFINITIONS
As used in any Section of this Lease establishing indemnity or release of Landlord,
"Landlord" shall include Landlord, its directors, elected officials, agents, employees and
contractors, and "Tenant" shall include Tenant and any person or entity claiming through Tenant
SECTION 18: INTENTIONALLY OMITTED
SECTION 19: TERMINATION FOR CONVENIENCE
This Section 19 is in addition to any other provision of this Lease authorizing or otherwise
relating to early termination of this Lease. Landlord shall have no right to terminate for
convenience pursuant to this Section 19 in the period prior to Substantial Completion of Tenant's
Work
A. TERMINATION FOR CONVENIENCE—SALE NOTICE
Landlord may terminate this Lease for convenience following Substantial Completion of
Tenant's Work upon providing ninety (90) days advance written notice in the form of a Sale Notice
to Tenant, which shall be commensurate with and in the form required in the Right of First Offer
contained in Rider One
B. PRE-TERMINATION OBLIGATIONS
Termination shall not release Tenant from any liability or obligation with respect to any
matter occurring prior to such termination Should Tenant not elect to purchase the Facility,
Landlord shall refund to Tenant an amount determined by the application of the formula
prescribed in Exhibit D
SECTION 20: EXPIRATION OF LEASE TERM
Upon the expiration of the Lease Term, excluding termination pursuant to Section 3.1),
unless Landlord has approved the Tenant Holding Over as provided in Section 21, or Landlord
has offered, and Tenant has agreed, to exercise its Right of First Offer as provided in Rider One,
AUKEEN DISTRICT COURT EXPANSION LEASE Page 21
Tenant shall vacate the Premises leaving them in good condition, ordinary wear and tear
excepted.
SECTION 21: HOLDING OVER
If the Tenant shall, with the written consent of Landlord, holdover after the expiration of the
term of this Lease, such tenancy shall be for an indefinite period of time on a month to month
tenancy, such tenancy may be terminated as provided by the laws of the State of Washington
During such tenancy Tenant agrees to pay to the Landlord the same rate of rental as set forth herein,
unless a different rate is agreed upon, and to be bound by all of the terms, covenants, and conditions
as herein specified, so far as applicable.
SECTION 22: DISPOSITION OF BUILDING UPON TERMINATION OR
EXPIRATION OF LEASE
Upon termination of this Lease, other than termination for convenience pursuant to
Section 19, including any default termination, or upon expiration of this Lease, Landlord shall
have the right in its sole discretion to determine whether to sell or retain the Facility If Landlord
determines to sell the Facility, Tenant shall have the right to purchase the Facility as provided in
Rider One Except as otherwise provided in this Lease, upon sale of the Property to Tenant or a
third party, or upon a decision by Landlord to retain the Property, the price (in event of purchase
by Tenant), or allocation of sale proceeds (in event of sale to a third party), or buy-out amount
owed to Tenant (upon retention of the building by Landlord) shall be determined in accordance
with the application of the formula described in Exhibit D
SECTION 23: TELECOMMUNICATION LINES
Tenant is responsible for all installation, operation and termination charges related to its own
independent telecommunications system, including, but not limited to, costs, expenses and charges
for telephone equipment and line charges, line installation, inside wiring, re-configuration, and
system repairs Tenant shall install a system compatible with Landlord's system and shall
coordinate and schedule with the Landlord all work by communications vendors for installation of
such a compatible system Tenant shall notify the Landlord thirty (30) days in advance of
terminating their telephone service or increasing/decreasing the size of their telephone system
Tenant shall be responsible for acquiring and paying for local telephone directories
SECTION 24: HAZARDOUS SUBSTANCES; DISRUPTIVE ACTIVITIES
A. PRESENCE AND USE OF HAZARDOUS SUBSTANCES
Tenant shall not, without Landlord's prior written consent of Landlord's sole discretion,
keep on or around the Premises, Building or Property, for use, disposal, treatment, generation,
storage or sale, any substances designed as, or containing components designated as, a
"hazardous substance," "hazardous material," hazardous waste," "regulated substance" or "toxic
substance" (collectively referred to as "Hazardous Substances"). With respect to any such
Hazardous Substances, Tenant shall (i) comply promptly, timely and completely with all Laws
AUKEEN DISTRICT COURT EXPANSION LEASE Page 22
for reporting, keeping and submitting manifests, and obtaining and keeping current identification
numbers, (n) submit to Landlord true and correct copies of all reports, manifests and
identification numbers at the same time as they are required to be and/or are submitted to the
appropriate governmental authorities, (in) within five (5) days of Landlord's request, submit
written reports to Landlord regarding Tenant's use, storage, treatment, transportation, generation,
disposal or sale of Hazardous Substances and provide evidence satisfactory to Landlord of
Tenant's compliance with all applicable Laws, (iv) allow Landlord or Landlord's agent or
representative to come on the Premises at all times to check Tenant's compliance with all
applicable Laws; (v) comply with minimum levels, standards or other performance standards or
requirements which may be set forth or established for certain Hazardous Substances (if
minimum standards or levels are applicable to Hazardous Substances present on the Premises,
such levels or standards shall be established by an on-site inspection by the appropriate
governmental authorities and shall be set forth in an addendum to this Lease), and (vi) comply
with all applicable Laws regarding the proper and lawful use, sale, transportation, generation,
treatment and disposal of Hazardous Substances
B. MONITORING COSTS
Any and all costs incurred by Landlord and associated with Landlord's monitoring of
Tenant's compliance with this Section 24, shall be due and payable to Landlord immediately
upon demand by Landlord.
C. CLEANUP COSTS,DEFAULT,AND INDEMNIFICATION
1. Tenant shall be fully and completely liable to Landlord for any and all cleanup
costs, and any and all other charges, fees, penalties (civil and criminal) imposed by any
governmental authority with respect to Tenant's use, disposal, transportation, generation and/or
sale of Hazardous Substances, in or about the Premises, Building or Property Tenant's
obligations pursuant to this Section 24 C.1 shall survive the termination of this Lease
2. Tenant shall fully indemnify, defend and save Landlord harmless from any and all
of the costs, fees, penalties and charges assessed against or imposed upon Landlord as a result of
Tenant's use, disposal, transportation, generation and/or sale of Hazardous Substances, in or
about the Premises, Building or Property Tenant's obligations pursuant to this Section 24 C 2
shall survive the termination of this Lease.
D. LANDLORD'S INDEMNITY
Landlord shall fully indemnify, defend and save Tenant harmless from any and all of the
costs, fees, penalties and charges assessed against or imposed upon Tenant (as well as Tenant's
reasonable attorney fees and costs) as a result of Landlord's use, disposal, transportation,
generation and/or sale of Hazardous Substances in or about the Building, Premises or Property
SECTION 25: DISABILITIES ACTS
The parties acknowledge that the Americans With Disabilities Act of 1990 (42 U S C
§ 12101 et seq) and regulations and guidelines promulgated thereunder ("ADA"), and any
AUKEEN DISTRICT COURT EXPANSION LEASE Page 23
similarly motivated state and local Laws, as the same may be amended and supplemented from
time to time (collectively referred to herein as the "Disabilities Acts") establish requirements for
business operations, accessibility and barrier removal, and that such requirements may apply to
the Premises, Building and Property depending on, among other things (i) whether Tenant's
business is deemed a "public accommodation" or "commercial facility", (n) whether such
requirements are "readily achievable", and (in) whether a given alteration affects a "primary
function area" or triggers "path of travel" requirements The parties hereby agree that (a)
Landlord shall perform any required Disabilities Acts compliance in the common areas, except
as provided below, (b) Tenant shall perform any required Disabilities Acts compliance in the
Premises, including as part of Tenant's Work relating to Tenant Improvements and (c) Landlord
may perform, or require that Tenant perform, and Tenant shall be responsible for the cost of,
Disabilities Acts "path of travel" and other requirements triggered by any public accommodation
or other use of, or alterations in, the Premises by Tenant Tenant shall be responsible for
Disabilities Acts requirements relating to Tenant's employees, and Landlord shall be responsible
for Disabilities Acts requirements relating to Landlord's employees and Disabilities Acts "path
of travel" and other requirements triggered by any public accommodation or other use of, or
alterations in, the Building by Landlord.
SECTION 26: APPRAISAL OF FACILITY
A. The parties have selected Darin Shedd of Allen, Brackett, Shedd as the Appraiser to
provide the Pre-Construction Appraisal Value, Post-Construction Appraisal Value, and Post-
Construction Rental Value (as those terms are defined here in and in Exhibit D) In the event
he/she is no longer willing or available to serve as appraiser, the parties shall select another
appraiser In the event the parties cannot agree, they shall each select an appraiser and the two
appraisers shall in turn select the Appraiser.
B. The Appraiser shall conduct an appraisal of the Fair Market Value of the Facility as near
as practicable to a date immediately prior to the Commence of Tenant's Work, that value shall be
the Pre-Construction Appraisal Value. The parties shall each pay one-half of the Appraiser's fee.
C. The Appraiser shall conduct an appraisal of the Fair Market Value of the Facility as near
as practicable following Substantial Completion of Tenant's Work, that value shall be the Post
Construction Appraisal Value In conjunction with determining the Post Construction Appraisal
Value, the Appraiser shall also conduct an appraisal to determine the Post-Construction
Appraised Rent Value, which shall constitute the rental value, on an annual per square foot basis,
payable monthly, of the Premises for purposes of determining Base Rent from and after the Date
of Substantial Completion The parties shall each pay one-half of the Appraiser's fee
D The Appraiser shall conduct a final appraisal, upon the request of Landlord, at the time
the Lease is terminated or expires, for the purpose of determining the allocation of value in the
Building and Property between Landlord and Tenant per Exhibit D, but prior to issuance of the
Sale Notice pursuant to, and in conformity with, the provisions of the Right of First Offer(Rider
One)
SECTION 27: RIGHT OF FIRST OFFERS
AUKEEN DISTRICT COURT EXPANSION LEASE Page 24
In further consideration of this Lease and other related transactions set forth in the
Recitals contained in Section 1, the Parties covenant to enter into the following agreements
A. Landlord and Tenant shall execute the Right of First Offer in favor of Tenant to purchase
the Facility attached as Rider One upon completion of the Lot Line Adjustment as provided in
Section 1.
B. Landlord and Tenant shall execute the Right of First Offer in favor of Landlord to
purchase City real property attached as Rider Two simultaneously with the execution of Rider
One Landlord and Tenant further agree to execute and record an amendment to Rider Two
incorporating the real property described in Exhibit G (also referred to as Lot B in Exhibit E)
when Tenant has completed condemnation or otherwise acquired title to the Exhibit G property
SECTION 28: PARKING AND RECIPROCAL PARKING EASEMENT
A. The Parties have previously executed and recorded the Reciprocal Parking Easement
dated, January 22, 2003, King County recording number 20030122002929 That Easement shall
be rescinded and replaced with the Reciprocal Parking Easement attached hereto as Exhibit E.
The replacement Exhibit E shall be executed upon completion of the Phase V parking lot Phase
V shall consist of approximately 71 parking stalls located on Lots A and B as defined in Exhibit
E and which parking shall be available for public parking uses accessory to this Lease as well as
City of Kent owned facilities. Tenant shall invoice Landlord for repair and maintenance
expenses of the Phase V parking in the same manner as other parking repair and maintenance
expenses as provided in section 7 of Exhibit E during the term of this Lease.
B The Parties agree to work together in the scheduling of court calendars including jury
trials so as to minimize parking demand at the Building
SECTION 29: SUBORDINATION, ATTORNMENT AND LENDER PROTECTION
In the event Tenant fails to exercise its Right of First Offer to purchase the Facility and
provided Tenant is presented a Subordination, Non-Disturbance and Attornment Agreement in a
commercially reasonable form as shall be reasonably acceptable to Tenant and such non-
subordinating party (the "SNDA"), this Lease shall be subject and subordinate to all Mortgages
now or hereafter placed upon the Property, Building, Premises or any interest of Landlord
therein, and all other encumbrances, and matters of public record applicable to the Property,
Building or Premises Tenant agrees upon written request of any purchaser at the time of sale, to
attorn and pay Base Rent and Additional Rent to such party, and recognize such party as
Landlord (provided such purchaser shall agree not to disturb Tenant's occupancy so long as
Tenant does not Default hereunder, on a form customarily used by, or otherwise reasonably
acceptable to, such party) However, in the event of attornment, no purchaser or lender shall be.
(i) liable for any act or omission of Landlord, or subject to any offsets or defenses which Tenant
might have against Landlord (arising prior to such purchaser becoming Landlord under such
attornment), and (u) liable for any security deposit or bound by any prepaid Rent not actually
received by such purchaser Any lender may elect to make this Lease prior to the lien of its
mortgage by written notice to Tenant, and if the lender of any prior mortgage shall require, this
AUKEEN DISTRICT COURT EXPANSION LEASE Page 25
Lease shall be prior to any subordinate mortgage, such elections shall be effective upon written
notice to Tenant, or shall be effective as of a later date set forth in such notice Tenant agrees to
give any lender by certified mail, return receipt requested, a copy of any notice of default served
by Tenant upon Landlord, provided that prior to such notice Tenant has been notified in writing
(by way of service on Tenant of a copy of an assignment of leases, or otherwise) of the address
of such lender
SECTION 30: ESTOPPEL CERTIFICATES
Tenant shall from time to time, within ten (10) business days after written request from
Landlord, execute, acknowledge and deliver a statement certifying (i) 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 (or specifying the ground
for claiming that this Lease is not in force and effect), (it) the dates to which the Rent has been
paid, (in) that Tenant is in possession of the Premises, and the status of any unpaid Base Rent or
Additional Rent, or offsets, defenses or claims, or specifying the same if any are claimed, (iv)
that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord or Tenant
which are pertinent to the request, or specifying the same if any are claimed, and (v) certifying
such other matters as Landlord may reasonably request, or as may be requested by Landlord's
prospective purchasers and their lenders, insurance carriers, and auditors Any such statement
may be relied upon by any such parties. If Tenant shall fail to execute and return such statement
within the time required herein, Tenant shall be deemed to have agreed with the matters set forth
therein, and Landlord acting in good faith shall be authorized as Tenant's agent and attorney-in-
fact to execute such statement on behalf of Tenant(which shall not be in limitation of Landlord's
other remedies)
SECTION 31: NOTICES
All notices to be given hereunder shall be in writing and shall be personally delivered,
mailed, or sent by facsimile and addressed to the party at their respective mailing addresses as
follows:
To Lessor at:
King County Property Services Division
Attn Leasing Supervisor
King County Administration Building
500 Fourth Avenue, Room 500
Seattle, Washington 98104
To Lessee at:
City of Kent
Attu Facilities Manager
220 Fourth Avenue South
Kent,Washington 98032
AUKEEN DISTRICT COURT EXPANSION LEASE Page 26
SECTION 32: MISCELLANEOUS
A. CAPTIONS AND INTERPRETATION
The captions of the Sections and Paragraphs of this Lease are for convenience of
reference only and shall not be considered or referred to in resolving questions of interpretation
Tenant acknowledges that it has read this Lease and that it has had the opportunity to confer with
counsel in negotiating this Lease, accordingly, this Lease shall be construed neither for nor
against Landlord or Tenant, but shall be given a fair and reasonable interpretation in accordance
with the meaning of its terms The neuter shall include the masculine and feminine, and the
singular shall include the plural The term "including" shall be interpreted to mean "including,
but not limited to."
B. SURVIVAL OF PROVISIONS
All obligations (including indemnity, Rent and other payment obligations) or rights of
either party arising during or attributable to the period prior to expiration or earlier termination of
this Lease shall survive such expiration or earlier termination
C. SEVERABILITY
If any term or provision of this Lease or portion thereof shall be found invalid, void,
illegal, or unenforceable generally or with respect to any particular party, by a court of
competent jurisdiction, it shall not affect, impair or invalidate any other terms or provisions or
the remaining portion thereof, or its enforceability with respect to any other party
D. FORCE MAJEURE
(1) Landlord. Landlord shall have no liability whatsoever to Tenant on account of
Landlord's inability to perform any of its obligations under this Lease, in whole or part,
including the restoration of the Building and the Premises following damage or destruction, as a
result of"force majeure," which shall include (a) strike, lockout, other labor trouble, dispute or
disturbance, (b) governmental regulation, moratorium, action, preemption or priorities or other
controls, (c) shortages of fuel, supplies or labor, other than those which were reasonably
foreseeable; (d) any failure or defect in the supply, quantity or character of electricity or water
furnished to the Premises by reason of any requirement, act or omission of the public utility or
others furnishing the Building with electricity or water; and (e) for any other reason, whether
similar or dissimilar to the above, or for Act of God, beyond Landlord's reasonable control and
which were not reasonably foreseeable If this Lease specifies a time period for performance of
an obligation of Landlord to complete Landlord's Work, or the restoration of the Building and
the Premises following damage or destruction,that time period shall be extended by the period of
any delay in Landlord's performance caused by any of the events of force majeure described
herein
AUKEEN DISTRICT COURT EXPANSION LEASE Page 27
(2) Tenant Tenant shall have no liability whatsoever to Landlord on account of Tenant's
inability to timely complete Tenant's Work as a result of"force majeure," which shall include (a)
strike lockout, other labor trouble, dispute or disturbance, (b) governmental regulation,
moratorium, action, preemption or priorities or other controls, (c) shortages of fuel, supplies or
labor, (d) any failure or defect in the supply, quantity or character of electricity or water
furnished to the Premises by reason of any requirement, act or omission of the public utility or
others furnishing the Building with electricity or water; and (e) for any other reason, whether
similar or dissimilar to the above, or for Act of God, beyond Tenant's reasonable control If this
Lease specifies a time period for performance of an obligation of Tenant to complete Tenant's
Work, or the restoration of Tenant's Work following damage or destruction, that time period
shall be extended by the period of any delay in Tenant's performance caused by any of the
events of force majeure described herein Nothing in this section shall be construed as excusing
or delaying the obligation of Tenant to pay in a timely manner when due any Rent or other
amounts due under this Lease
E. APPLICABLE LAW AND OTHER MATTERS
This Lease shall be interpreted and construed under and pursuant to the laws of the State
of Washington Any action regarding or arising from this Lease shall be brought in the
Washington State Superior Court located in the county where the Property is located Time is of
the essence of this Lease In the event an attorney is engaged by either party to enforce the terms
of this Lease or in the event suit is brought relating to or arising from this Lease, the prevailing
party shall be entitled to recover from the other party its reasonable attorney fees and costs
SECTION 33: ENTIRE AGREEMENT
This Lease, together with the Riders and Exhibits (which collectively are hereby
incorporated where referred to herein and made a part hereof as though fully set forth), contain
all the terns and provisions between Landlord and Tenant relating to the matters set forth herein
and no prior or contemporaneous agreement or understanding pertaining to the same shall be of
any force or effect, except any such contemporaneous agreement specifically referring to and
modifying this Lease, signed by both parties Neither this Lease, nor any Riders or Exhibits
referred to above may be modified, except in writing signed by both parties, provided, in the
event the consent of Landlord's lender (if any) is required as a condition to the effectiveness of
any amendment or modification, such modification or amendment shall not be effective until
Landlord provides Tenant notice of any such Lender's written consent.
IN WITNESS WHEREOF, the parties have executed this Lease, which shall become
effective on the last date entered below.
AUKEEN DISTRICT COURT EXPANSION LEASE Page 28
LANDLORD KING COUNTY
BY:
Cf Ronald Sims, King County Executive
APPROVED AS TO FORM-
BY- 2?1�
Timothy Barnes, r Deputy Prosecuting Attorney
TENANT- CITY OF KENT
BY.
ze oke,Mayor
AP OVED AS TO FORM-
BY- �� ( - /�
Kim Adams Pratt, Asst City Attorney
P lCrvd\Fdes\OpenPdesl0676Vwkeeid ene7-14-08 dw
AUKEEN DISTRICT COURT EXPANSION LEASE Page 29
LANDLORD ACKNOWLEDGMENT
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
I, the undersi ed�,/j�Neta Public, in and for the County and State afores id d eby
certify that t,tN l If (C ieW personally known to me to be the l 1 and
personally know to me to be the same person whose name is subscribed to the and
instrument, appeared before me this day in person and acknowledged that in such capacity of
said limited liability company being authorized so to do,JO)he executed the foregoing instrument
on behalf of said company, by subscribing the name of such company by himself/herftqf as such
officer, as a free and voluntary act, and as the free and voluntary act and deed of said company,
as member or agent for the Landlord designated in the foregoing instrument, for the uses and
purposes therein set forth.
GIVEN under my hand and official seal this/day of f°j , 20OLr
`1i1QAP.ora"<I�A=_ Notary
o\40SARY \ [Printed Name]
Residing at Ce
My Commission Expires 7 / /,'2
AUKEEN DISTRICT COURT EXPANSION LEASE Page 30
TENANT ACKNOWLEDGMENT
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
On this the day of , 20O , before me a Notary
Public duly authorized in and for the said City in the State aforesaid to take
acknowledgements personally appearedG �
known to me to be /X'qj&-A- of the City of Kent, a municipality of the State of
Washington described in the foregoing instrument, and acknowledged that as such
officer, being authorized to do so, (s)he himself/herself as such officer, as his/her
free and voluntary act, and as the free and voluntary act of said City, for the uses
and purposes therein set forth.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Nota Public
. v [Printed Name]
Residing at
My Commission Expires:
AUKEEN DISTRICT COURT EXPANSION LEASE Page 31
EXEDBIT A
(DIAGRAM OF BUILDING BEFORE TENANT'S WORK1
Cb
.M )
rr0
r
1l_
AUKEEN DISTRICT COURT EXPANSION LEASfi page 32
EXHIBIT A-. Diagram of Property Before Tenant's Works
EXHIBIT A-I
(DIAGRAM OF BUILDING AFTER TENANT'S WORK)
[To be inserted after Substantial Completion]
AUKEEN DISTRICT COURT EXPANSION LEASE Page 33
EXHIBIT A-1 Diagram of Property After LLA
EXHIBIT B
(LEGAL DESCRIPTION OF PROPERTY AT EXECUTION OF LEASE)
LOT'D'=KWG COUNTY
i AX ACCOUNT NUMBER: 00066O-W43-0
LEGAL DESCRIPTION: S W RUSSELL D C#41 POR TRACT 24 HORSESHOE ACRE
TRACTS&POR S W RUSSELL DLC IN NW QTR STR 25-22-04 DAR BEG AT INTSN S BNDRY
LN SD DLC WiiH E LN SEC 25 TH N 89-44-28 W ALG S BNDRY SO DLC 59-86 FT TO TPO13 TH
S 00-07-57 W 203.74 FT TH N 89-35-24 W 12&73 FT TH N 00.0347 E 84.40 FT TH N 45-54-33
W 94.10 FT TH N 00-30-26 E 58.83 FT TO S BNDRY SO DLC TH S 89-44-28 E 68.95 FT TO PT
187.12 FT W OF E LN SEC 25 TH N 00-35-50 E PLL TO SO E LN 366.85 FT M/L TO S MGN S
259TH ST TH EALG S MGN 102.13 FT MIL TO PT 85.00 FT W OF E LN SEC 25 TH S 00-35-50
W 367.42 FT TO S LN SD DLC TH S 89-44-28 E ALG S LN 25.14 FT TO TPOB.
AUKEEN DISTRICT COURT EXPANSION LEASE page 3 7
EXHIBIT B: Legal Description at Execution of Lease
EXHIBIT B-1
(LEGAL DESCRIPTION OF PROPERTY AFTER LLA)
[To be developed after execution of Lease]
AUKEEN DISTRICT COURT EXPANSION LEASE Page 35
EXHIBIT B-1 Legal Description after LLA
EXHIBIT C
WORK LETTER ADDENDUM
TENANT IMPROVEMENTS AND TENANT'S WORK
This Work Letter Addendum is part of and incorporated into that certain Lease (the "Lease")
between King County, a political subdivision of the State of Washington (hereafter"Landlord")
and the City of Kent, a municipal corporation (collectively "Parties"), for the Premises, as "
defined in Section 1 B of the Lease, located at 1210 S Central Avenue, Kent, WA 98032
Capitalized terms in this Work Letter Addendum shall have the meanings set forth in the Lease
In case of conflicting definitions or terms, the definitions contained herein shall control.
1.0 GENERAL INTENT
It is the intent of this Work Letter Addendum ("Work Letter") that Tenant shall construct
"Tenant's Work" in accordance with the Final Approved Design(described below) so long as the
same is done at the sole cost and risk of Tenant The Final Approved Design shall contain the
detailed design work necessary to achieve the design contained in the Attachment I Preliminary
Approved Design. Tenant's Work shall include all tenant improvements to the Building (the
"Tenant Improvements") required in the Final Approved Design As more fully set out in the
Preliminary Approved Design, and incorporated into the Final Approved Design pursuant to the
process contained below, the Building, upon completion of Tenant Improvements shall include at
minimum the following
1 1 A new total of seven(7) courtrooms (four (4) existing and three (3) new), five (5)
of which will have a jury room with restroom facilities.
1 2 A new total of seven (7)judge's chambers (four (4) existing and three (3) new)„
accessible to courtroom or via secure hallway.
1.3 A new total of five(5) service windows (three (3) existing and two (2) new), to be
allocated as three (3) for district court and two(2) for municipal court.
1.4 One private public defender screening room.
1 5 Administrative space to accommodate the district court and municipal court staff
as depicted in Attachment 1
1.6 One (1) private office for the district court administrator and one (1) private office
for the municipal court administrator
1.7 Expanded lobby area to accommodate additional traffic flow, including
information area, ATM, public phone, computer kiosk, and other elements included in the
Preliminary Approved Design
1.8 An office for Tenant's Security Officer.
AUKEEN DISTRICT COURT EXPANSION LEASE Page 36
EXHIBIT C Work Letter Agreement—Tenant Improvements and Tenant's Work
19 Administrative space for five (5)probation staff(or Landlord's prosecutorial staff)
including not less than three (3) private offices/interview rooms. The space will have security
entrance and a lobby phone to contact staff in the secured space.
1.10 One(1) conference room.
1.11 One (1) holding cell
1.12 File storage space to meet the needs of municipal court and district court.
1.13 One "information technology" closet for Tenant (in addition to existing Landlord
"information technology closet")
1.14 All interior signage, including but not limited to court rooms, rest rooms, jury
rooms, chambers,professional offices, staff areas and exits
2.0 CONSTRUCTION DOCUMENTS.
2.1 Tenant will obtain all necessary plans required for the performance of Tenant's
Work addressed in this Work Letter, including plans and specifications for the Tenant
Improvements (the "Preliminary Approved Design" and "Final Approved Design") which are
prepared by Tenant's architect and which present a full and complete accounting of the scope of
the Tenant Improvements Tenant designates Dave Clark as architect ("Architect") for the
Preliminary Approved Design. Tenant's designation of an architect may be changed by written
notice to Landlord
22 The Preliminary Approved Design shall include construction drawings and
specifications for the Tenant Improvements, including but not limited to any alterations,
improvements or upgrades to Landlord's existing Building mechanical or electrical systems
necessitated by the Tenant Improvements Tenant shall contract directly with Architect for
preparation of all design work The Preliminary Approved Design at the thirty (30) percent plan
development stage is attached to this Work Letter Attachment 1. Tenant shall provide the
Preliminary Approved Design consistent with Attachment I to Landlord at 60%, 90% and 100%
plan development stages for its review and written approval. Landlord approvals, comments or
requests for revisions to the Preliminary Approved Design must be identified by Landlord and
returned to Tenant within seven (7) business days after Landlord's receipt For each day beyond
the seven (7) business days, one day shall be added to the six (6) month deadline for submission
of the Preliminary Approved Design for 100 percent plan development stage provided in Section
2 B 5 of the Lease Any revisions by Landlord to the Preliminary Approved Design shall
similarly be responded to by Tenant within seven (7) business days after Tenant's receipt The
Preliminary Approved Design so approved by Landlord at the 100% complete stage shall
become the Final Approved Design for all purposes hereunder, subject only to approved Field
Change Orders in accordance with section 3 0 below The Final Approved Design, once
AUKEEN DISTRICT COURT EXPANSION LEASE Page 37
EXHIBIT C Work Letter Agreement—Tenant Improvements and Tenant's Work
approved and signed by Landlord, shall be incorporated into this Work Letter as Attachment 2.
Tenant shall also obtain the appropriate building permits and other approvals, and shall construct
the Tenant Improvements in accordance with the Final Approved Design At no time will any
cost of construction of Tenant's Work become an obligation of Landlord. Tenant shall perform
all work necessary to Substantially Complete the Tenant Improvements within the time periods
specified in Section 3 of the Lease at Tenant's sole cost, expense and liability
23 Landlord's approval of the Preliminary Approved Design at the 60%, 90% and
100% review stages shall not be unreasonably withheld Should Landlord and Tenant disagree
as to the approval of the Preliminary Approved Design at any stage requiring Landlord approval,
the King County director of the facilities management division and the Kent director of parks
and community services shall attempt to resolve the dispute within five (5) days, and if not
successful, shalt submit the dispute in writing with appropriate documentation to the King
County chief administrative officer or his designee for a decision, which shall be rendered within
three (3) business days and shall be final and binding on both Landlord and Tenant If the
decision of the King County chief administrative officer is not rendered within three (3) business
days of written notification of the dispute being submitted to him, Landlord's approval shall be
deemed granted The number of days used to obtain this decision shall be added to the six (6)
month deadline to submit plans in Section 2.13.5 of the Lease If Tenant disagrees with the
decision of the King County Chief Administrative Officer, Tenant may provide Landlord written
notice within seven (7) days of receiving Landlord's decision of its intention to immediately
terminate this Work Letter addendum, in which case Tenant shall simultaneously terminate the
Lease upon 16 months advance written notice to Landlord and Landlord and Tenant shall have
no further rights or obligations thereunder In case of such termination, the Lease and all of its
terms excluding those pertaining to Tenant's Work shall remain in effect and Tenant shall vacate
the Premises promptly after 16 months In the event this Section 2.3 conflicts with any other
provision of the Work Letter or Lease,this Section 2.3 shall control.
24 Landlord and Tenant agree that the Final Approved Design, once reviewed by
Tenant and Landlord and approved in writing by Landlord and Tenant, and any Field Change
Orders approved in accordance with Section 3 0 below, shall represent the complete
understanding between Landlord and Tenant as to the scope of the Tenant Improvements to be
constructed under the Lease and this Work Letter
3.0 FIELD CHANGE ORDERS
3 1 Revisions to the Final Approved Design, if any, are to be accomplished by Field
Change Orders A "Field Change Order" is a document which details the scope of a requested
change to any work set forth in the Final Approved Plans and bears the signature of Landlord's
and Tenant's project manager, and if required, other representative's of Landlord and Tenant, (as
provided below) approving such change Field Change Orders shall be approved by Landlord
and Tenant prior to being executed or acted upon by Tenant's contractor With the exception of
Section 3 5 below,the cost of any Field Change Order shall be the sole responsibility of Tenant
32 In order to avoid delays in construction, in the event the cost of the work included
in a Field Change Order request is Fifty Thousand Dollars ($50,000) or less, the aggregate
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EXHIBIT C Work Letter Agreement—Tenant Improvements and Tenant's Work
amount of Field Change Order requests has not exceeded Three Hundred Thousand Dollars
(S300,000), and the Field Change Order will not likely result in a delay in the Substantial
Completion date, Landlord's project manager shall have authority to provide the necessary
approval in writing on Landlord's behalf promptly with proper documentation and cost
itemization to follow In addition, Landlord's project manager may approve Field Change Orders
on an emergency basis if he/she reasonably believes that unreasonable delays in the construction
schedule or unreasonable cost increases cannot otherwise be avoided, but excluding any
proposed Field Change Orders which fall within the provision of Section 3 3 below All other
Field Change Orders must be approved in advance on behalf of Landlord by Landlord's director
of the facilities management division
3.3 In the event Landlord and Tenant, in the opinion of either facilities director,
cannot agree upon the terms or necessity of a proposed Field Change Order which has the
potential to cause a material deviation from the Final Approved Design, the King County chief
administrative officer, in consultation with the City director of parks and community services,
shall within three (3) business days of either party submitting same to the King County chief
administrative officer in writing with appropriate documentation, render a decision which shall
be communicated to Tenant in writing and shall be final and binding on both Landlord and
Tenant The number of days required to render a decision in accord with this section shall be
added to the eleven(11)month deadline in Section 2 B 5 of the Lease
3.4 Landlord and Tenant shall provide each other written notice of the name and
contact information of the individual designated as its project manager Project managers shall
be available on not more than one (1) business day notice to be present at the job site to respond
to questions and Field Change Order issues Approved Field Change Orders shall, if necessary,
be accompanied by written amendments to the Lease adjusting the date for Substantial
Completion and associated provisions in the Lease accordingly
3 5 Landlord shall have authority to initiate Field Change Orders based upon
aesthetics, practical considerations, cost savings, materials, and other discretionary purposes at
Landlord's expense Landlord shall also bear the cost of Tenant-initiated Field Change Orders
arising from Maintenance issues which were not reasonably discoverable by Tenant, its agents,
contractors or consultants, exercising due diligence prior to Tenant's preparation of its contract
with its contractor For purposes of this Section 3 5, "Maintenance" shall mean repair and
replacement of existing Building systems for the purpose of operating such systems as originally
intended, for reasonable use and operation of the Building as configured prior to this Lease and
excluding alterations, improvements, interconnections, and upgrades to any Building system or
structures necessary to achieve the Tenant's Improvements contemplated herein.
36 Landlord shall further have authority to initiate Field Change Orders based on
commercially reasonable decisions that errors have occurred The categories of errors subject to
this Section 3 6 shall include design errors, construction errors, architecture and engineering
g g g
discrepancies, design and construction discrepancies, mutual mistake, lack of coordination
between new and existing systems, or any other foreseen or unforeseen error, mistake, condition
or discrepancy of any kind, except as provided in Section 3.5.
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EXHIBIT C Work Letter Agreement—Tenant Improvements and Tenant's Work
3.7 Tenant's contract, including all planned specifications therein, shall include
provisions which require all work necessary to coordinate existing Building systems
(mechanical, electrical, etc) and structures with newly constructed systems and structures
Tenant shall ensure that all mechanical and other systems installed are compatible with and
integrated into the Building control systems
38 Tenant's project manager shall oversee the daily construction activities on the
Property Landlord and Tenant acknowledge that Landlord's project manager shall have the
opportunity to inspect construction, attend construction meetings and receive copies of all
construction meeting minutes, and in the event Landlord's project manager becomes aware of
any error or problem with respect to Tenant's performance or construction of Tenant's Work, or
deviation from the Final Approved Design, Landlord's project manager shall provide Tenant
notice of the same so that Tenant may take any corrective action it deems appropriate Landlord's
failure to exercise its rights pursuant to this section 3 8 shall not constitute a waiver of rights to
enforce any other provision of this Work Letter addendum or the Lease. Landlord shall fully
cooperate with Tenant in responding to requests for information from Tenant's contractor
Tenant's project manager shall respond to Landlord's requests for information as expeditiously as
possible
39 For purposes of this Work Letter, the term "contractor" shall be a reference to
Tenant's prime construction contractor The term contract shall mean the document issued by the
Tenant on which prospective contractors must bid and which shall become the construction
agreement between Tenant and its contractor
4.0 CONSTRUCTION OF TENANT IMPROVEMENTS
4.1 Tenant acknowledges that it is solely responsible for the Tenant Improvements
contained in this Work Letter and that it will enter into a construction contract with a contractor
of its choosing.
42 The Final Approved Design, and the terms of this Work Letter shall be the basis
of Tenant's solicitation of bids from prospective contractors to construct the Tenant
Improvements
43 Given that Tenant's Work will include tying into the Building's existing systems,
prior to Tenant's submittal of 60 percent design documents, Tenant shall establish the "as is"
condition of the Building's mechanical and electrical systems through an agreed upon qualified
third party consultant, which shall be incorporated into both the Final Approved Design and the
requirements of the Tenant's construction contract Tenant shall provide Landlord's project
manager with a copy of the consultant's findings
44 Prior to Commencement of Tenant's Work, Landlord shall remove from the
Property the two outdoor storage containers located near the northeast corner of the Building
These containers are located within the footprint of Tenant's Improvements.
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EXHIBIT C Work Letter Agreement—Tenant Improvements and Tenant's Work
4.5 Prior to Substantial Completion, Tenant shall provide third party commissioning
of all mechanical and electrical systems by a mutually agreed upon third party consultant..
46 Warranty Upon Substantial Completion of Tenant's Work, Tenant shall at
minimum warrant to Landlord for a period of one (1) year (the "Tenant Warranty Period") each
of the following (i) that Tenant's Work has been substantially completed in accordance with the
Final Approved Design (subject to completion of any customary punch list items), and (it) that
Tenant's Work is free from any material defects in workmanship or materials (the foregoing
warranties collectively "Tenant's Warranty") Alternatively, Tenant may, subject to the
aforementioned minimum warranty requirements, require Tenant's contractor to provide Tenant
a warranty assignable in full to Landlord for the duration of the Tenant Warranty Period In
addition to the foregoing, and upon the substantial completion of Tenant's Work, Tenant shall
assign and deliver to Landlord all warranties, guarantees, maintenance contracts, and equipment
warranties received by Tenant from Tenant's contractor, and any subcontractor, supplier,
materialmen or equipment manufacturer arising from the performance of any part of Tenant's
Work, but only if such assignment and delivery will not adversely affect Tenant's ability to
independently enforce all such warranties, or warranty claims, against any such contractors,
suppliers or materialmen during the Tenant Warranty Period In the event any contractor,
supplier, materialmen or equipment manufacturer provides a warranty that is of longer duration
than Tenant's Warranty Period, nothing herein shall be deemed to affect or limit the duration of
such third party warranties.
47 Tenant agrees to make best efforts to seek the highest LEED certification points
that are cost effective, as determined by Tenant, based on the life cycle cost analysis and the
limits of available funding for the Tenant Improvements Landlord and Tenant agree that the
Preliminary Approved Design was at the 30 percent development stage as of May 2008
5.0 CONSTRUCTION REQUIREMENTS
Landlord and Tenant agree that the Building must continue to function as a courthouse during all
phases of construction of the Tenant Improvements Tenant shall be solely responsible for
maintaining and safeguarding the construction site, and all related structures, appurtenances,
systems and equipment at all times during construction of the Tenant Improvements Tenant
shall be responsible, either directly or indirectly through its contract with its contractor, for the
following requirements, which shall be incorporated into the contract between Tenant and its
contractor.
5.1 Restrictions
5.1.1 All construction work shall be performed on an off-shift basis, specifically,
all construction work must take place between 3 P.M and 10 P M on
weekdays, and between 3 P M Fridays and 6 A M. on Mondays, provided,
however, that no access shall be given nor shall any work occur in any
portion of the Building accessible to the general public before 3 30 P M. on
weekdays, and no construction work shall be performed that causes
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EXHIBIT C Work Letter Agreement—Tenant Improvements and Tenant's Work
disruptive noise until after 3 30 P M on weekdays At no time shall the
public be allowed in areas of active construction
5 1.2 Tenant may make use of the existing water supply available at the project
site for performance of the construction work as long as it does not
overload the existing water supply system or cause any dangerous
conditions or a condition which may impact the operation of court
operations.
5 1.3 Use of the Premises shall be limited to the areas indicated on the contract
documents and based upon the Final Approved Design Keep driveways
and entrances serving Building and Premises clear and available at all
times during normal district court hours of operation to the public Do not
use these areas for parking or storage of materials Move any stored
products under contractor's control that interfere with the operations of the
court
5 14 Schedule deliveries to minimize use of driveways and entrances; schedule
deliveries to minimize space and time requirements for storage of materials
and equipment on the site.
5.1 5 Coordinate use of Premises under the direction of Landlord's project
manager.
5.1.6 Construction Phasing-Given that Tenant's Work includes both expansion
of the Building and renovotion of the Building while the courts continue to
operate, court personnel will need to relocate within the Building during
various stages of construction Tenant's contractor and project manager
shall schedule construction and coordinate the construction work with use
of existing spaces with the district and municipal court administrators
during regularly scheduled meetings Each party will be responsible for
moving its own staff Tenant shall provide a minimum of four (4) days
written advance notice to Landlord of any such requested moves
5.1.7 Interruption of Services. Tenant's contractor and project manager shall
schedule interruption of services with district and municipal court
administrators during regularly scheduled meetings, but in no case less
than four(4) days prior to the scheduled interruption
5.1 8 No signs or advertisements will be allowed to be displayed on the Property
without the advance written approval of Landlord.
5.2 Safety
5.2.1 Provide and maintain a temporary fence of the appropriate type and
dimensions around all construction and materials to secure the work from
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EXHIBIT C Work Letter Agreement—Tenant Improvements and Tenant's Work
unwanted visitors and to isolate potential hazards Provide lockable gates
at locations where required for access to the enclosed area.
5.2.2 Provide temporary barricades, safety guards, and warning lights at all open
excavations and other unsafe areas outside fenced work areas Barricades
shall physically prohibit passage of pedestrians into excavations and other
hazards
5.2 3 Provide security/dust barricades around all work areas and maintain these
for the entire construction phase. Sound attenuation barriers for applicable
areas shall be constructed in areas which may be affected by construction
noise.
5 2 4 Close joints between sheet materials, and seal edges and intersections with
existing surfaces, to prevent penetration of dust or moisture
5.2.5 Take all necessary precautions for the safety of employees, County and
City staff, the public, and other persons on the site of the construction
work. Comply with all applicable codes and ordinances to prevent
accident or injury to persons on or adjacent to the Property where work is
being done Report to the Landlord's project manager immediately and in
writing all accidents to persons or property occurring on the construction
site or Property.
5 2 6 Comply with all governing laws, codes, and regulations to maintain
required protection at all times Include proper and adequate backup
protection during any "shut down" of normal protection systems Conduct
operations in a manner that is fire-safe for the construction work area and
adjacent areas Proper fire extinguishers shall be provided, identified, and
maintained The Property shall be maintained clear of rubbish, debris, or
other material constituting a potential fire hazard A proper fire separation
shall be maintained between new and existing construction
5 2 7 Where significant or continued non-compliance with fire safety is noted,
Landlord reserves the right to stop the construction work at no extra costs
or extension of time pending remedial action Furthermore, Tenant's
contractor shall be responsible for, and reimburse Tenant as appropriate,
for any fines or penalties levied by the City of Kent.
5.3 Security
i
5.3.1 Prevent damage to all Premises, and all related systems, structures,
equipment, art works, and any other elements, to the extent they are not the
object of replacement or modification as part of the Tenant's Work
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EXHIBIT C Work Letter Agreement—Tenant Improvements and Tenant's Work
5.3 2 Prevent entry into the Premises, except by authorized personnel and
Landlord's employees, through use of barriers and provision of security
services as necessary.
5 3 3 Prevent the creation in, and emanation from, the construction site, of odors,
fumes, noise, dust, debris and any matter in levels that (i) are beyond any
applicable statutes and regulations, (it) give rise to a nuisance, inverse
condemnation, trespass, waste, tort or other cause of action against
Landlord, or (in) violate any agreement, license, permit, easement or other
obligation of Landlord.
5.34 Maintain the construction site in a clean and neat appearance at all times
Take all necessary fire prevention measures Not allow hazardous,
dangerous, or unsanitary conditions or nuisances to develop or persist at
the site
53 5 Initiate and maintain a specific program to prevent accumulation of debris
at the construction site, storage and parking areas, and along access roads
and haul routes and allow no flammable materials or other hazardous
materials to be stored on the site without proper fire protection procedures
and methods as approved by authority having jurisdiction
5.36 Maintain storm sewers free of debris or extraneous materials, protect
existing utilities from any damage or interruption of services. (Tenant
shall be responsible for determining the exact location of all existing
utilities, whether or not indicated on the drawings ) Coordinate the
moving or adjustment of affected utilities No interruption of service will
be allowed without prior approval of Landlord Interruptions of service
will be scheduled per Section 5.1 7.
5.3.7 Security on site whenever access into the existing facility is required for
work to be completed Standards for selection of security personnel shall
be subject to advance approval of Landlord
5.3 8 Protection of work, stored materials, tools and vehicles from loss, theft and
unauthorized entry.
5.3 9 Devise and initiate a construction security program in coordination with
Landlord for review at the pre-construction conference Maintain the
construction security program throughout the construction period until a
final occupancy permit has been issued
5.3 10 Abide by the law which prohibits transport of any alcoholic beverages,
drugs, weapons or ammunition of any kind into the courthouse Building
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EXHIBIT C Work Letter Agreement—Tenant Improvements and Tenant's Work
5 3 11 Storage of materials inside the Premises and Building will be coordinated
with security personnel, Landlord and Tenant All tools (ram sets,
cartridges), hack saw blades, framing hammers and wire cutters, etc will
be inventoried in and out each day by security personnel
53 12 All construction personnel may be subject to search each time they enter or
leave the secured perimeter and buildings and shall carry a driver's license
or other government issue picture I D
5 3 13 Entry into the Building shall be in compliance with RCW
9A 76 140/150/160 All persons and items entering and leaving the facility
are subject to search by security personnel Security may deny entry to any
personnel not previously cleared or for any suspicious behavior
53 14 All of the contractor's supervisory personnel shall be equipped with a
mobile telephone for communications with the project managers and
security personnel
5.3 15 All of the contractor's and subcontractors' personnel will be required to
undergo background checks prior to working on the site, background
checks will be conducted by Landlord, and may require two (2) weeks to
complete. There will be no compensable delay in the construction
schedule for conduct of background checks. The contractor shall designate
substitute personnel for background checks at the beginning of the job to
avoid delays during the course of the work
5.3.16 Barring of any employees from the site by security shall not be cause for
any additional cost to Landlord and shall not be allowed as a reason for
delays in the construction schedule
53 17 Intoxicants, narcotics, dangerous drugs, firearms, edged weapons, mace,
oleo capsicum, electronic weapons, ammunition, explosives, weapons,
and/or anything that could be construed as a weapon (excluding
construction tools) or illegal substance of any kind will be considered
contraband and shall not be brought onto the Property for any reason It
will be confiscated by Security and not returned
53.18 The contractor shall maintain control and accounting of all tools, materials,
and equipment at all times, any loss of such items shall be reported
immediately to Security and the project managers Tools, materials, and
equipment must be stored in locked metal boxes when not in use
5.3.19 Non-compliance with the requirements of this section 5 0 shall be
considered a breach of security Individuals causing any breach of security
will be subject to non-admittance or expulsion from the Property and
worksite and may be subject to arrest and prosecution
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EXHIBIT C Work Letter Agreement—Tenant Improvements and Tenant's Work
5.4 Conduct of Work
5.4 1 Temporary heating and ventilation as required during construction to
protect the work from freezing or frost damage, and as necessary to ensure
suitable working conditions for the construction operations of all trades In
areas of the Building used for district court purposes during construction,
Tenant's Work shall not cause the temperature to be below 60 degrees
Fahrenheit or above 80 degrees Farenhert
5.42 Temporary heat and ventilation required to meet specified minimum
conditions for installation of materials and to protect materials and finishes
from damage due to temperature or humidity
5.4.3 Adequate forced ventilation of enclosed areas to cure installed materials,
disperse humidity, and prevent hazardous accumulations of dust, fumes,
vapors, and gases.
544 After permanent systems are sufficiently installed, they may be used in lieu
of temporary systems (The responsibility for full operation remains with
Tenant's contractor until Substantial Completion) Provide air filters on
building fan equipment and return duct openings, heat pumps, and the like,
used for temporary heat Replace used filters with clean ones at the
completion of the construction work
54.5 Use of the existing electricity and lighting available at the project site for
performance of the construction work as long as it does not overload the
existing electrical circuitry or cause any dangerous conditions or a
condition which may impact the operation of court operations
5 4 6 Make all arrangements with the local electric company for temporary
electrical service for service which exceeds existing at the site or provide
on-site portable electrical generators Provide all equipment necessary for
temporary power and lighting for the safe operation of all construction
tools and equipment without overloading the capacity of the existing
system on site
5.47 Remove all temporary wiring, lighting, and other temporary electrical
equipment and devices when construction is completed
54.8 Provide and maintain in a sanitary condition, closed weathertight toilets for
the use of all construction personnel at a location within the job site,
complete with fixtures, water, and sewer connections and all
appurtenances. Install in accordance with all applicable codes and
regulations of authorities having jurisdiction Chemical toilets may be
permitted The number of toilet rooms required shall be in accordance
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EXHIBIT C Work Letter Agreement—Tenant Improvements and Tenant's Work
with the ANSI Standard Safety Code for Building Construction or other
local authorities Upon completion of the construction work, toilets and
their appurtenances shall be removed
5.4 9 The contractor's personnel may use existing potable water available at the
project site for performance of the construction work and for drinking
5.5 Odor,Noise, and Control of Construction Impacts
5 5 1 Tenant's contractor shall provide a portable weathertight field office at the
job site with a telephone, fax machine, and email capability
5.5.2 At no time shall the contractor cause disruption to tenants within the
existing building as a result of objectionable odor producing activities,
such as use of solvent-based paint or adhesive products by contractor
personnel If, in the sole opinion of Landlord, or its designee, if
objectionable odor is produced, upon notification, Tenant, through its
contractor, shall immediately take remedial action to address the problem
5 5 3 Noise levels shall not exceed those for construction activities outlined in
either King County Code 12 88 or the Kent City Code, whichever is more
restrictive
5.5.4 Furnish and maintain all pumps or other dewatering devices which may be
required by this work
5 5.5 Provide methods to control surface water and underground water (as
applicable) Prevent damage to project work, site, and adjoining
properties. Control excavation, grading and ditching to direct surface
drainage away from construction areas, and to direct drainage to proper
runoff sources
5.5.6 Dispose of drainage water in a legal manner which prevents flooding, and
other damage to any portion of the building, site or adjoining areas
5.5 7 Apply for and obtain any required NPDES permit from the State
5.5.8 Remove all temporary construction and facilities from structures and
Property following Substantial Completion, and restore existing facilities
used during construction to their original condition Restore permanent
facilities used during construction to specified condition
5.5.9 Provide mitigation and clean up of dust within office areas on at least a
weekly basis, unless required more often
5.6 Quality Assurance
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EXHIBIT C Work Letter Agreement—Tenant Improvements and Tenant's Work
56 1 Provide and maintain an effective quality control program and perform
sufficient inspections and tests of all items of work, including those of
subcontractors, to ensure compliance with Final Approved Design
5 6 2 Furnish appropriate facilities, instruments, and testing devices required for
performance of the quality control program.
5.6.3 Quality controls must be adequate to cover construction operations and be
keyed to the construction sequence.
5.64 Tenant's contractor shall provide for procedures to ensure that the Final
Approved Design, and latest shop drawings, and instruction by the contract
are used for fabrication, testing, and inspection.
5.6.5 The Tenant's contractor is responsible for the coordination of the work for
all trades under the contract and with other contractors The Tenant's
contractor shall check specifications, addenda, and the drawings covering
all trades as the work progresses The Tenant's contractor shall promptly
report to the Landlord's project manager any omissions, conflicts, or points
requiring clarification
5 6 6 Equipment and Material: It is the contractor's responsibility to be certain
that all equipment and materials selected by him, or for him by his
subcontractors or material suppliers, conform exactly to the requirements
of the Final Approved Design The approval of a manufacturer's name by
Tenant's project manager does not relieve the contractor of the
responsibility for providing materials and equipment which comply with
the Final Approved Design.
56.7 Before the installation of every major unit of work which requires
coordination with other work, ensure that the unit of work can be installed
and function as intended and required in conjunction with other work
which has preceded or will follow If the installer reports unsatisfactory
conditions for installation, do not proceed until these conditions have been
corrected.
56 8 Tenant's contractor warrants that all materials and equipment furnished
under this Work Letter Agreement will be new unless otherwise specified,
and that all work will be of good quality, free from faults and defects and
in conformance with the Final Approved Design. All work not so
conforming to these standards may be considered defective If required by
Landlord, Tenant's contractor shall furnish satisfactory evidence as to the
kind and quality of materials and equipment The warranty provided
herein shall be in addition to and not in place of any other warranty or
remedy required by law or elsewhere in this Work Letter Agreement or in
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EXHIBIT C Work Letter Agreement—Tenant Improvements and Tenant's Work
the Lease For the purposes of this Work Letter Agreement, "new
materials and equipment" means that all such materials and equipment
shall be in current production at time of bidding No discontinued lines,
patterns, matenals, or colors will be permitted
6.0 LANDLORD ACCESS TO PREMISES
6.1 During the construction penod, Tenant's contractor will need to alter or
temporairily restrict the district court's access to areas of the Property, Building and Premises.
Such restrictions will accommodate the need to carry on the business of four (4) courtrooms,
maintain systems within the Building , and address emergency situations not specifically
mentioned Tenant's contractor and project manager shall schedule access alterations with
Landlord's Project Manager, mconsultation with the district and municipal court administrators
during regularly scheduled meetings
62 Except as specifically provided herein, Landlord shall have "24/7" access to the
Property, Building and Premises, provided, however, that except in situations requiring
immediate access, Landlord shall reasonably notify Tenant to coordinate such access
6.3 Landlord shall continue to provide rodent and pest control in the Building during
the construction period Such services will be provided on an"as needed"basis by determination
of Landlord's pest control personnel or by specific request of Tenant Landlord does not make
and specifically disclaims any warranties, express or implied, including any warranty of
merchantability or fitness for a particular purpose, with respect to such services Tenant shall
reimburse Landlord for all costs of such services required as a result of Tenant's Work
Landlord may invoice Tenant for reimbursement for such costs on a quarterly basis with
Additional Rent Tenant shall fully reimburse Landlord within 30 days of receipt of such an
invoice Total rodent and pest control costs to be reimbursed by Tenant shall not exceed ten
percent(10%) of the base rent for one month.
7.0 INDEMNITY AND HOLD HARMLESS
Tenant shall indemnify, defend (using legal counsel acceptable to Landlord) and hold
Landlord harmless from all claims, damages, costs,judgments and settlements against Landlord
from Tenant's contractor or subcontractors arising from the construction covered in this Work
Letter Tenant further agrees to indemnify, defend and hold Landlord harmless for any personal
injury or property damage claims ansing from the construction of the Tenant Improvements
contemplated in this Work Letter. Nothing in this Section 7 0 shall require Tenant to protect,
defend and indemnify Landlord to the extent of Landlord's negligence This indemnity with
respect to acts or omissions during the term of construction of tenant improvements shall survive
termination and expiration of the Lease The foregoing indemnity covers actions brought by
Tenant's own employees and it is specifically and expressly intended to constitute a waiver of
Tenant's own immunity, as respects the Landlord only, under Washington's Industrial Insurance
Act, RCW Title 51, only to the extent necessary to provide Landlord with a full and complete
indemnity from claims made by Tenant and its employees, to the extent provided herein Tenant
shall promptly notify Landlord of casualties or accidents occurring during construction
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EXHIBIT C Work Letter Agreement—Tenant Improvements and Tenant's Work
TENANT AND LANDLORD ACKNOWLEDGE THAT THE INDEMNIFICATION
PROVISIONS OF THIS SECTION 7 WERE SPECIFICALLY NEGOTIATED AND
AGREED UPON BY THEM.
8.0 INSURANCE REQUIREMENTS
8 1 By the date of execution of this Work Letter Agreement, and in addition to the
insurance requirements in the Lease, the Tenant shall procure and maintain for the duration of
this Work Letter Agreement, insurance against claims for injuries to persons or damages to
property which may arise from, or in connection with, the performance of work hereunder by the
Tenant, its agents, representatives, employees and/or contractor/sub-contractors. The Tenant or
contractor/sub-contractor shall pay the costs of such insurance The Tenant shall furnish separate
certificates of insurance and policy endorsements from each contractor/sub-contractor as
evidence of compliance with the insurance requirements of this Work Letter Agreement The
insurance requirements contained herein are separate and in addition to those required in the
Lease.
82 The Tenant is responsible for ensuring compliance with all of the insurance
requirements stated herein. Failure by the Tenant, its agents, employees, officers,
contractor/sub-contractors to comply with the insurance requirements stated herein shall
constitute a material breach of this Work Letter Agreement
83 Each insurance policy shall be written on an "occurrence" form, except that
insurance on a"claims made" form may be acceptable with prior Landlord approval If coverage
is approved and purchased on a "claims made" basis, the Tenant warrants continuation of
coverage, either through policy renewals or the purchase of an extended discovery period, if such
extended coverage is available, for not less than three years from the date of Work Letter
Agreement termination, and/or conversion from a "claims made" form to an "occurrence"
coverage form
Nothing contained within these insurance requirements shall be deemed to limit
the scope, application and/or limits of the coverage afforded b said policies, which coverage
P PP g Y P � g
will apply to each insured to the full extent provided by the terms and conditions of the policy(s).
Nothing contained in this provision shall affect and/or alter the application of any other provision
contained within this Work Letter Agreement
84 By requiring such minimum insurance, the Landlord shall not be deemed or
construed to have assessed the risks that may be applicable to the Tenant under this Work Letter
Agreement, nor shall such minimum limits be construed to limit the limits available under any
insurance coverage obtained by the Tenant The Tenant shall assess its own risks and, if it
deems appropriate and/or prudent, maintain greater limits and/or broader coverage
85 Minimum Scope of Insurance Coverage shall be at least as broad as the
following:
AUKEEN DISTRICT COURT EXPANSION LEASE Page 50
EXHIBIT C Work Letter Agreement—Tenant Improvements and Tenant's Work
9.5 1 General Liability Insurance Services Office form number (CG 00 01)
covering COMMERCIAL GENERAL LIABILITY
8.52 Professional Liability, Errors and Omissions Coverage In the event that
services delivered pursuant to this Work Letter Agreement either directly
or indirectly involve or require professional services, Professional
Liability, Errors and Omissions coverage shall be provided "Professional
Services", for the purpose of this Work Letter Agreement section, shall
mean any services provided by a licensed professional or those services
that require a professional standard of care
8.5.3 Automobile Liability: Insurance Services Office form number (CA 00 01)
covering BUSINESS AUTO COVERAGE, symbol 1 "any auto"; or the
appropriate coverage provided by symbols 2, 7, 8, or 9.
8.5.4 Workers' Compensation- Workers' Compensation coverage, as required
by the Industrial Insurance Act of the State of Washington, as well as any
similar coverage required for this work by applicable federal or "Other
States" state law
8.5.5 Stop Gap/Employers Liability: Coverage shall be at least as broad as the
protection provided by the Workers' Compensation policy Part 2
(Employers Liability) or, in states with monopolistic state funds, the
protection provided by the "Stop Gap" endorsement to the general liability
policy
85.6 Builder's Risk/Installation Floater- The Tenant/Contractor shall procure
and maintain during the life of the Work Letter Agreement, or until
issuance of a final occupancy permit, whichever is longer, "All Risk"
Builders Risk Insurance at least as broad as ISO form number CP0020
(Builders Risk Coverage Form) with ISO form number CP0030 (Causes of
Loss—Special Form) including coverage for collapse, theft and property in
transit The coverage shall insure for direct physical loss to property of the
entire construction project, for one hundred percent of the replacement
value thereof. The policy shall be endorsed to cover the interests, as they
may appear, of King County, Owner, Tenant, contractor and sub-
contractors of all tiers with King County listed as a loss payee
8.5.7 Minimum Limits of Insurance—Capital Projects The Tenant shall
maintain limits no less than the following:
a) Commercial General Liability. $1,000,000 combined single limit
per occurrence by bodily injury, personal injury, and property
damage, and for those policies with aggregate limits, a $2,000,000
aggregate limit
AUKEEN DISTRICT COURT EXPANSION LEASE Page 51
EXHIBIT C Work Letter Agreement—Tenant Improvements and Tenant's Work
b) Professional Liability, Errors, and Omissions $1,000,000, Per
Claim and in the Aggregate
e) Automobile Liability- $1,000,000 combined single limit per
accident for bodily injury and property damage if the use of motor
vehicles is contemplated
d) Workers' Compensation- Statutory requirements of the state of
residency
e) Stop Gap/Employers Liability $1,000,000.
f) Builders Risk Insurance: One hundred percent replacement value
of funded structure.
86 Deductibles and Self-Insured Retentions. Any deductibles or self-insured
retentions must be declared to, and approved by, the Landlord The
deductible and/or self-insured retention of the policies shall not apply to
the Tenant's liability to the Landlord and shall be the sole responsibility of
the Tenant
8.7 Other Insurance Provisions- The insurance policies required in this Work
Letter Agreement are to contain, or be endorsed to contain, the following
provisions
8.7.1 All - Liability Policies except Professional and Workers
Compensation The Landlord, its officers, officials, employees,
and agents are to be covered as additional insureds on the
contractor's insurance as respects liability arising out of activities
performed by or on behalf of the Tenant/contractor in connection
with this Work Letter Agreement Such coverage shall include
Products-Completed Operations
8.7.2 The Tenant's/contractor's insurance coverage shall be primary
insurance as respects Landlord, its officers, officials, employees,
and agents Any insurance and/or self-insurance maintained by
Landlord, its officers, officials, employees, or agents shall not
contribute with the Tenant's insurance or benefit the Tenant in any
way.
8.7.3 The Tenant's/contractor's insurance shall apply separately to each
insured against whom claim is made and/or lawsuit is brought,
except with respect to the limits of the insurer's liability
87.4 Property Coverage Policies- Landlord shall be added as a Named
Insured as their interests may appear to all Builders Risk policies
AUKEEN DISTRICT COURT EXPANSION LEASE Page 52
EXHIBIT C Work Letter Agreement—Tenant Improvements and Tenant's Work
8.7.5 All Policies Coverage shall not be suspended, voided, canceled,
reduced in coverage or in limits, except by the reduction of the
applicable aggregate limit by claims paid, until after 45 days prior
written notice has been given to Landlord.
8 8 Acceptability of Insurers Unless otherwise approved by Landlord, insurance is to
be placed with insurers with a Bests' rating of no less than A VIII, or, if not rated with Bests,
with minimum surpluses the equivalent of Bests' surplus size VIII Professional Liability,
Errors, and Omissions insurance may be placed with insurers with a Bests' rating of B+VII Any
exception must be approved by Landlord If, at any time, the foregoing policies shall fad to meet
the above requirements, the Tenant shall, upon notice to that effect from Landlord, promptly
obtain a new policy, and shall submit the same to Landlord, with appropriate certificates and
endorsements, for approval
8.9 Verification of Coverage The Tenant shall furnish Landlord with certificates of
insurance and endorsements required by this Work Letter Agreement The certificates and
endorsements for each insurance policy are to be signed by a person authorized by that insurer to
bind coverage on its behalf The certificates and endorsements for each insurance policy are to
be on forms approved by Landlord prior to the commencement of activities associated with the
Work Letter Agreement Landlord reserves the right to require complete, certified copies of all
required insurance policies at any time
8 10 Tenant shall include all contractors as insureds under its policies or shall require
separate certificates of insurance and policy endorsements from each contractor If Tenant is
relying on the insurance coverages provided by contractors as evidence of compliance with the
insurance requirements of this Work Letter Agreement, then such requirements and
documentation shall be subject to all of the requirements stated herein
8 11 If Tenant is a municipal corporation or an Agent of the state of Washington and is
self-insured for any of the above insurance requirements, a certification of self-insurance shall be
provided for the self-insured requirements and attached hereto and be incorporated by reference
and shall constitute compliance with this Section 8 If the certificate of self-insurance does not
cover all mandatory requirements, Tenant shall provide separate certificates and endorsements
that document coverage.
9.0 GENERAL
91 This Work Letter Agreement, the Preliminary and Final Approved Plans, and any
approved Field Change Orders shall constitute the complete construction specifications and no
other representations, or oral agreements between the parties shall be recognized in the event of a
dispute between Landlord and Tenant.
92 Time is of the essence with respect to each of the duties and obligations of
Landlord and Tenant set forth in this Work Letter Agreement Notwithstanding any of the
foregoing provisions hereof, default by Tenant or Landlord under any provisions of this Work
AUKEEN DISTRICT COURT EXPANSION LEASE Page 53
EXHIBIT C Work Letter Agreement—Tenant Improvements and Tenant's Work
Letter Agreement which are not cured within applicable notice and cure periods set forth in the
Lease shall constitute a default under the Lease
9.3 Any notice, statement, advice, approval (with the exception of design approval
pursuant to section 2 0 and Field Change Orders pursuant to section 3 0), consent or other
communication required or permitted to be given by either party to the other pursuant to this
Work Letter Agreement shall be given in the manner set forth in Section 31 (Notices) of the
Lease
94 In any instance where this Work Letter Agreement expressly provides that Tenant
must obtain Landlord's approval or consent. and Landlord fails to act within the specified time
period, Landlord shall be conclusively deemed to have granted its approval or consent
9.5 It is understood and agreed that this Work Letter Agreement is solely for the
benefit of the parties hereto and gives no right to any other party No joint venture or partnership
is formed as a result of this Work Letter Agreement No employees or agents of Tenant or any of
its contractors or subcontractors shall be deemed, or represent themselves to be, employees of
Landlord Tenant shall comply, and shall ensure its contractors comply, with all federal, state
and local laws, regulations, and ordinances applicable to the work and services to be performed
under this Work Letter Agreement. The parties'nghts and remedies in this Work Letter
Agreement are in addition to any other rights and remedies provided by law This Work Letter
Agreement shall be interpreted in accordance with the laws of the State of Washington in effect
on the date of execution of this Work Letter Agreement The Superior Court of King County,
Washington, shall have exclusive jurisdiction and venue over any legal action arising under this
Work Letter Agreement
TENANT AND LANDLORD AGREE TO THE ABOVE TERMS CONTAINED IN
THIS EXHIBIT C AND ATTACHMENTS AND TO THE RELATED PROVISIONS OF THE
LEASE TO WHICH THIS EXHIBIT C IS ATTACHED.
TENANT: LANDLORD:
CITY KING COUN
By-_ By.
NT
Its Er Its.
Date: /2- 2 "d 8 Date:-
APPROVED
✓JCAS T9,,F
Kim Adams Pratt, Asst City Attorney Sr. Deputy Pr secuting Attorney
AUKEEN DISTRICT COURT EXPANSION LEASE Page 54
EXHIBIT C Work Letter Agreement—Tenant Improvements and Tenant's Work
ATTACHMENT 1
PRELIMINARY APPROVED DESIGN
30 PERCENT DEVELOPMENT STAGE
AUKEEN DISTRICT COURT EXPANSION LEASE Page 55
EXHIBIT C ATTACHMENT I —Prelimmary Approved Design,30%Development Stage
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ATTACHMENT 2
FINAL APPROVED DESIGN
AUKEEN DISTRICT COURT EXPANSION LEASE Page 56
EXHIBIT C ATTACHMENT 2—Final Approved Design
7
EXHIBIT D
Formula for allocating value of Facility (Building and Property)
upon Termination or Expiration of Lease
This formula for allocating value is part of and incorporated into that certain Lease (the "Lease")
between King County, a political subdivision of the State of Washington (hereafter "Landlord")
and the City of Kent, a municipal corporation (collectively "Parties"), for the Premises, as
defined in Section 1 B of the Lease, located at 1210 S Central Avenue, Kent, WA 98032
Capitalized terms shall have the meanings set forth in the Lease In case of conflicting
definitions, the definitions contained herein shall control
1. Concept:
1.1 The City and County should both receive value for their respective investment
upon sale of the Aukeen District Court facility ("Facility"), or termination or expiration of the
Lease That value should be determinable at any point in time based upon an agreed formula as
set forth in this Exhibit D.
1.2 The formula below would apply whether the Facility is sold to a third party
(because the City chose not to exercise its Right of First Offer), or to the City (upon termination
for convenience or expiration of the Lease), or the County elects to retain the Facility (upon
default termination or expiration of the Lease).
1 3 The formula would not apply in the event termination occurs prior to the Date of
Commencement of Tenant Improvements The formula should be read together with the City's
Right of First Offer to purchase the Facility in order to determine the cost to the City to exercise
that right
2. Terms:
2.1 Facility. The Facility consists of a courthouse building ("Building" as defined in
Section 1 of the Lease) and the parcel of real property on which it sits (the "Property" as defined
in Section 1 of the Lease), as the Building and Property are expanded and or modified in order to
accomplish the Project.
2.2 Project The defined project described in Exhibit C of the Lease, that generally
being the addition of 3 courtrooms, 3 judge's chambers, and renovation of common spaces in the
Building, together with ancillary space
2.3 Appraiser: A real property appraiser jointly selected by the City and County,
through process defined in Section 26 of the Lease
AUKEEN DISTRICT COURT EXPANSION LEASE Page 57
EXHIBIT D Formula for Allocating Value Upon Lease Termination or Expiration
2.4 Lease The Agreement between the City and County authorizing the City to lease
portions of the existing Premises, undertake the Project, and upon completion of that Project,
lease a defined portion of the expanded Facility,namely,certain Premises thereof
2.5 Pre-Construction Appraisal Value The Fair Market Value of the Facility as a
courthouse immediately prior to commencement of construction of the Project, as determined by
the Appraiser
2.6 Post-Construction Appraisal Value- The Fair Market Value of the Facility as a
courthouse determined by the Appraiser, upon completion of the Project
2.7 Fair Market Value The amount in cash which a well informed buyer, willing
but not obligated to buy the property, would pay, and which a well informed seller, willing but
not obligated to sell, would accept, taking into consideration the continued use of the Facility as
a courthouse
2.8 Lease Term: The period in which the Lease is in effect.
2.9 Lease Commencement Date: The first date on which the Lease is in effect
2.10 Lease Termination Date: The last date on which the Lease is in effect
2.11 Expiration Date: The last date on which the Lease is in effect per Section 1.B.5
of the Lease (natural expiration of the Lease term, 20 years following Commencement Date), as
that date may be extended
2.12 Termination Refund Offset Cost: As defined in Section 14.13 1 of the Lease
3. Formulas: the formulas for calculating the amounts owed to the County and City under
various scenarios of lease termination and sale of Facility are as provided below
L=(SxK) +P
T=(S—L)
L = Amount owed to County, as owner and Landlord, upon sale of the Facility or Lease
termination/expiration.
T = Amount owed to City, as investor and Tenant, upon sale of the Facility or Lease
termination/expiration
S = Fair Market Value of the Facility at the date of Lease Termination or Lease
Expiration (as applicable), as determined by the Appraiser If the Facility is sold to a third party,
then S will equal Fair Market Value (as determined by the Appraiser) or the sale price,
whichever is higher Taxes, fees and closing costs paid by County, if any, to accomplish the sale
AUKEEN DISTRICT COURT EXPANSION LEASE Page 58
EXHIBIT D Formula for Allocating Value Upon Lease Termination or Expiration
to the City or third party shall be included in the calculation of "S". In the event of a
termination of the Lease for condemnation or casualty/damage, "S" shall equal the amount of
proceeds of condemnation awarded, or insurance proceeds in the event of casualty/damage, to
the County as owner of the Facility.
K = The percentage that the Pre-Construction Appraisal Value bears to the Post-
Construction Appraisal Value. For example, if the Pre-Construction Appraisal Value of the
Facility is $2 Million, and the Post-Construction Appraisal Value is $5 6 Million, K=35 7%
P = The amount Termination Refund Offset Cost chargeable to the City in the event the
County terminates the Lease for default.
4 Timing of Pavment:
41 In the event of a default termination in which the County retains the Facility, T is
payable to the City over seven (7) years, in roughly equal amounts, subject to Section 14 B 1 of
the Lease
4.2 In the event of any other termination or expiration, payment to the City or County
(as appropriate) shall be made at closing (in event of sale to City or a third party) or within
ninety (90) days of Lease expiration(in event County retains the Facility)
5. Hypothetical Examples: the following are hypothetical examples of how the formulas
would be used to calculate the amounts owed to the County and City under various scenarios of
lease termination and sale of Facility•
5.1 Formula Calculation in event of termination for convenience by County
Assume Building is valued at $4M by Appraiser prior to Tenant's construction
of Project
Post-construction value is appraised at$6M.
5 years later, County terminates Lease for convenience and City elects to
purchase the Facility per its Right of First Offer Appraised FMV of Facility at Lease
Termination Date is $7M(including closing costs for transfer)
Formula Calculation:
K=4- 6 = 67%
S= $7M
P=0
L=($7M x .67) =$4,690,000=amount paid by City to County upon closing of
sale
AU KEEN DISTRICT COURT EXPANSION LEASE Page 59
EXHIBIT D Formula for Allocating Value Upon Lease Termination or Expiration
T=($7M- $4,690,000) = $2,310,000 == share of building value deducted from S
to establish L
5.2 Formula Calculation in event City defaults under Lease and County terminates
Lease and retains the Facility
Assume
Building is valued at$4M by Appraiser prior to Tenant's construction of Project.
Post-construction value is appraised at$6M.
5 years later, Tenant defaults under Lease and Landlord terminates the Lease and
elects to retain title to the Facility Landlord incurs $10,000 in attorney's fees and costs
as a result of default.
Formula Calculation
K=4-6 =67%
S =$7M
P= $10,000
L = ($7M x 67) + $10,000 = $4,700,000 = share of building value retained by
County.
T = ($7M - $4,700,000) = $2,300,000 = amount paid to City by County in
roughly equal amounts over 7 years
AUKEEN DISTRICT COURT EXPANSION LEASE Page 60
EXHIBIT D Formula for Allocating Value Upon Lease Termination or Expiration
EXHIBIT E
RECIPROCAL PARKING EASEMENT
AFTER RECORDING RETURN TO
City of Kent
Attn Property Manager
220 Fourth Avenue S
Kent,Washington 98032
Grantor: City of Kent, a Washington municipal corporation
Grantee : King County, a political subdivision of Washington
Abbreviated Legal Description: Ptn. Tract 24 Horseshoe Acre Tracts recorded in Vol 15,
page 10 and a Ptn of S W Russell DLC lying in the NW
'/4, 25-22-04, King County, State of Washington.
Additional Legal Description See Exhibit 1
Assessor's Tax Parcel ID No. 346280-0205-0 and 000660-0043-0.
Project Name: Kent Municipal Court Parking Lot
Document Date:
RECIPROCAL PARKING EASEMENT
THIS INSTRUMENT made this day of 20_, by and between the
CITY OF KENT, a municipal corporation of the State of Washington (the "City") and KING
COUNTY, a political subdivision of the State of Washington (the"County").
I Property The City owns the real property legally described as Lot A, B and C in
Exhibit I and depicted in Exhibit 2, which are incorporated by this reference The County owns
the adjoining real property legally described as Lot D in Exhibit I and depicted in Exhibit 2 The
City has constructed five parking lots on the real property described in Exhibit I These parking
lots are depicted on Exhibit 3 incorporated herein.
a) Phase I consists of thirty-two (32) parking stalls, built on Lots C and D, non-restricted
parking used by the public in conjunction with the government services existing on Lot C and D,
b) Phase 11 consists of twenty-six (26) parking stalls, built on Lots C and D, restricted
parking for City and County personnel,
AUKEEN DISTRICT COURT EXPANSION LEASE Page 61
c) Phase III consists of fifty-one (51)parking stalls,built on Lot C, 48 stalls restricted for
City and County personnel and 3 stalls for general public,
d) Phase IV consists of eighty-four (84) parking stalls, built on Lot C, non-restricted
parking used by the public in conjunction with the government services existing on Lot C and D,
and,
e) Phase V is proposed to be built and will consist of approximately seventy-one (71)
stalls to be constructed on Lots A and B Maintenance and use of Phase V is addressed in that
certain Lease between the parties dated and to which this Reciprocal Parking
Easement is attached
2 Purpose The purpose of this Parking Easement is to grant the City and the
County the right to use the portions of the parking lots constructed on the other party's real
property for Phase 1, Phase 11, Phase III, and Phase IV and to establish the allocation of the
restricted parking stalls in Phase 11 and Phase III as between the City and the County to provide
perpetual parking rights to the City and County buildings which are appurtenant to this easement
In consideration for the County entering into that certain Lease dated (to which this
Reciprocal Parking Easement is attached) is the assurance of continued access by the public and
by County staff, both for the term of the Lease and thereafter in the event the County retains title
to the Building and including further the ability to assure such parking access rights to the
County's successors in interest Therefore, while the Lease is in effect, and so long thereafter as
the County owns the building appurtenant to this easement and has not exercised its right to
acquire title to the said parking lots and the City jail property, Tenant grants the County the non-
exclusive right to use and access the parking stalls in the Phase I through IV parking lots/stalls
described herein, including therein some spaces for the County's restricted use, and the balance
for public use for access to both County and City services
3 Grant to City The County, for and in consideration of mutual benefits derived
and/or other valuable consideration, receipt of which is hereby acknowledged by the County,
does grant to the City, its successors and/or assigns, an easement for use of and access to that
portion of the Phase I and Phase II parking stalls depicted in Exhibit 3 which are located on the
real property legally described in Exhibit 1 as Lot D and the balance of the parking stalls for
public use associated with County and City services provided by the buildings that are
appurtenant to this easement The County reserves the right to use the easement area, so long as
that use does not unreasonably interfere with the use of the City and public parking and so long
as that use is consistent with the conveyance by the City in the following paragraph
4. Grant to Countv. The City, for and in consideration of mutual benefits derived
and/or other valuable consideration, receipt of which is hereby acknowledged by City, does grant
to the County, its successors and/or assigns, an easement for use of and access to any portion of
the Phase 1, Phase II, Phase 111, and Phase IV parking stalls identified in Exhibit 3, which are
located on the real property legally described in Exhibit 1 as Lot C and the balance of the parking
stalls for public use associated with County and City services provided by the buildings that are
appurtenant to this easement The City shall retain the right to use the easement area, so long as
that use does not unreasonably interfere with the use of the County and public parking and so
long as that use is consistent with the conveyance by the County in the previous paragraph.
AUKEEN DISTRICT COURT EXPANSION LEASE Page 62
5 Nan-Discrimination The City shall not enact any policy which would have the
effect, intended or unintended, of rendering public parking for County services at a disadvantage
relative to public parking for City services Likewise, the County shall not enact any policy
which would have the effect, intended or unintended, of rendering public parking for City
services at a disadvantage relative to public parking for County services
6. Parking Stall Allocation The County will have use of and access to seven (7) of
the twenty-six (26) Phase H parking stalls and use of and access to sixteen (16) of the forty-eight
(48) Phase III restricted parking stalls
7 Maintenance The City shall maintain and repair the constructed parking lots as
shown in Exhibit 3 The cost of such maintenance and repair shall be allocated among the City
and County until such time that the Lease shall expire or terminate, commencing upon
completion of Phase V construction The County shall pay to the City County's share of Phase I,
Phase II, Phase III, and Phase IV reasonable parking lot maintenance and repair expenses based
on a one third (1/3) allocation of those direct expenses incurred by the City, which maintenance
and repair expenses shall be commensurate with maintenance and repair expenses for City-
owned and maintained parking lots of similar usage A list and schedule of standard City
maintenance and repair is attached and incorporated as Exhibit 4 The City shall provide the
County quarterly with an invoice showing the calculation of these direct expenses, which shall
be due and payable to the City within 30 days of invoicing Upon expiration or termination of
the Lease, the County's maintenance obligations shall increase to two-thirds (2/3) allocation for
Phase 1,Phase 11,Phase III and Phase IV
8. Terms of Use The City and County shall at all times exercise their rights under
this Easement in accordance with the requirements of all applicable statutes, orders, rules and
regulations of any public authority having jurisdiction The City and County accept the
easement areas in their present physical condition, "as is "
9 Indemnification County does hereby release, indemnify and promise to defend
and save harmless City from and against any and all liability, loss, damage, expense actions and
claims, including costs and reasonable attorney's fees incurred by City in connection therewith,
arising directly or indirectly on account of or out of the negligent exercise by County, its
servants, agents, employees, and contractors of the rights granted in this Easement City does
hereby release, indemnify and promise to defend and save harmless County from and against any
and all liability, loss, damage, expense actions and claims, including costs and reasonable
attorney's fees incurred by County in connection therewith, arising directly or indirectly on
account of or out of the negligent exercise by City, its servants, agents, employees and
contractors of the rights granted in this Easement
10 Run with the Land; No Merger. This Reciprocal Easement shall be a covenant
running with the land forever and shall be binding on the City and County, their successors and
assigns, or until such time that the County may acquire the underlying fee interest in the City's
real property described in Exhibit 1, whereupon it is the intent of the County and City that the
County's easement merge into its fee title, or until such time that the City may acquire the
AUKEEN DISTRICT COURT EXPANSION LEASE Page 63
underlying fee interest in the County's real property described in Exhibit 1, whereupon it is the
intent of the City and County that the City's easement merge into its fee title.
11. Neither the City or County shall charge fees for parking in any of the parking lots
encumbered by this Easement unless such fees have been mutually agreed to in writing by the
City and County
KING COUNTY: CITY OF KENT:
By By.
Print Name: Print Name: Suzette Cooke
Its Its Mayor
Date Date:
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
I hereby certify that on the day of , 2008, I know or have
satisfactory evidence that is the person who appeared before me, and
said person acknowledged that she signed this instrument, on oath stated that she is authorized to
execute the instrument on behalf of the KING COUNTY, as its , and
such execution to be the free and voluntary act of such party for the uses and purposes mentioned
in the foregoing instrument
-Notary Sea!Must Appear Within This Box-
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the
day and year first above written
NOTARY PUBLIC, in and for the State of Washington
residing at
My appointment expires
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
AUKEEN DISTRICT COURT EXPANSION LEASE Page 64
I hereby certify that on the day of 2008, I know or have
satisfactory evidence that Suzette Cooke is the person who appeared before me, and said person
acknowledged that she signed this instrument, on oath stated that she is authorized to execute the
instrument on behalf of the CITY OF KENT as its Mayor, and such execution to be the free and
voluntary act of such party for the uses and purposes mentioned in the foregoing instrument
-Notary Seal Must Appear Within This Box-
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the
day and year first above wntten
NOTARY PUBLIC, in and for the State of Washington
residing at
My appointment expires
APPROVED AS TO FORM:
King County Sr Prosecuting Attorney
APPROVED AS TO FORM:
City Attorney
AUKEEN DISTRICT COURT EXPANSION LEASE Page 65
EXHIBIT 1
LOT"Ant • /
LEGAL. DEMi RIPTION: $W RUSSELL DLC NO 41 PORTION OF SAMUEL W RUSSELL
DONATION CLAIM NO 41 IN NE OTR STR 25-22-04 OAF:BEGINNING AT PCINT S LINE OF
SAID DONATION CLAIM 422 FT WEST OF INTERSECTION OF SAID S LINE WITH LINE
BETWEEN RANGES 4&5 EAST W.M WHICH POINT IS ON E LINE OF KENT-THOMAS CO RD
TH NORTH ALONG SAID E LINE 220 FT TO TPOB WHICH TPOS IS NW CORNER OF TRACT I
DEEDED TO GAY H ELLIOT UNDER RECORDING NO 2368597 TH EAST ALONG IV LINE OF
SAID GAY H ELLIOT TRACT 149 rr TO W LINE OF TRACT DEEDED TO B.W. ELLIOT BY DEED
UNDER RECORDING NO 2368593TH NORTH ALONG SAID W LINE i44.5 FT TO S UNE OF
COUNTY ROAD IS 25VTH ST)TH WEST ALONG SAID S LINE OF COUNTY ROAD 149 FT TO E
LINE OF SAID KENT-THOMAS CO RD TH SOUTH ALONG SAID E LINE 144.5 FT TO TPOB EXC
FORTIONS CONVEYED TO CITY OF KENT BY DEEDS UND ER RECORDING NOS
7308100427 &9208031788.
LOT"all,
LEGAL DESCRIPTION: RUSSELL S W-DC#41 N 60 FT OF S 220#=C OF W 149 FT OF E
1350.62 FT OF DC LESS ST.
LOT"C"t
LEGAL DESCRIPTION: HORSESHOE ACRE TRS TO KENT POR TRACT 24&POR S W
F USSELL DLC#41 IN NW OTR STR 25.22-04 DAF:BEG AT INTSN E NIGN EAST VALLEY
HWY(AKA CENTRAL AVE)WITH N LN TRACT 24 HORSESHOE ACRES THIN 00-40.16 E
ALONG E MGN EAST VALLEY HWY DIST i60.00 FT TH S 89.44-28 E PLL WITH N LN SD
TRACI 24 DIST 143,00 FT TH W 00-40.16 E PLL WITH EAST WALLEY HWY 205,99 FT MIL TO
E MON S 259TH ST TH EAST ALG S MGN 2 259TH ST 00,07 FT M!L TO PT 187.12 FT W OF E f
LN SEC 25 TH S 00-35-50 W PLL WITH E LN SEC DIST 366,85 FT TO N LN TRACT 24
HORSESHOE ACRES TH N 89-44-28 W ALG SD N LN 68.06 FT TH S 00-30.26 W 53,83 FT TH
S 45-54.33 E 94A0 FT TH S 00.03.47 W 84.40 FT TH S 89-35-24 E 128.73 FT TH S 00.07-57
V'1114 25 Fl•TO S LN TRACT 24 HORSESHOE ACRES TH N 89-44-28 W ALG SD S LN 363.79
FT TO E MGN EAST VALLEY HWY TH N 00.40.16 E ALG SD E MGN 318.00 FT TO TPOB.
LOT"D":
LEGAL DESCRIPTION: S W RUSSEL
L D C#41 POR TRACT 24 HORSESHOEACRE
TRACTS&POR 5 W RUSSELL DLC IN NW OTR STR 25-22.04 RAF:BEG AT WTSN S BNDRY
LN SD DLC WITH E LN SEC 25 TH N 89.44-26 W ALG S BNGRY SD DLC 59.86 FT TO TPOS TI
S 00-07-57 W 203,74 FT TH N 89-35-24 W 128.73 FT TH N OC--03-47 E 84 40 FT TH N 45-54.33'
V194A0 FT TH N 00-30-26 E 58.83 FT TO S BNDRY SD DLC TH S 89-44-28 E 68.95 FT TO PT
187.i 2 FT W OF E LN SEC 25 TH N 00-35-50 E PLL TO SD E LN 366.85 FT MJL TO S MGN S
259TH ST TH E ALG S MGN 102.1S FT MIL TO PT 85.00 FT W OF E LN SEC 25 TH S 00.35.50
V1367.42 FT TO S LN SD DLC TH S 89.44.28 E ALG S LN 25.14 FT TO TPOB.
65a
EXHIBIT 2
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EXHIBIT 4
Schedule of Standard City Maintenance and Repair
• Sweeping monthly
• Striping every other year
• Seal coating every seven (7) to ten (10) years
• Re-surfacing every fifteen (15) to twenty (20) years as needed
P\Civil\Files\OpenFiles\0676\Exhibit4reciprocalparkingeasement doc
65d
RIDER ONE
WHEN RECORDED RETURN TO:
Property Management
City of Kent
220 Fourth Avenue South
Kent, Washington 98032
Grantor: King County, a political subdivision of Washington.
Grantee: City of Kent, a Washington municipal corporation.
Abbreviated Legal Description: Ptn Tract 24 Horseshoe Acre Tracts recorded in Vol. 15,
page 10 and a Ptn Of S W Russell DLC lying in the NW
'/4, 25-22-04, King County, State of Washington
Additional Legal Description See Attachment A-1.
Assessor's Tax Parcel ID No. 000660-0043-0.
Project Name: Aukeen District Court Facility Purchase.
Document Date:
AMENDMENT TO RIGHT OF FIRST OFFER TO
PURCHASE PROPERTY
(Aukeen District Court Facility)
This Amendment to Right of First Offer (the "Amendment Agreement") is made this
day of , by and between KING COUNTY, a municipal corporation and
political subdivision of the State of Washington ("King County") and the CITY OF KENT, a
municipal corporation of the State of Washington("City of Kent")
AUKEEN DISTRICT COURT EXPANSION LEASE Page 66
RECITALS
A. King County is the owner of certain real property commonly known as the Aukeen
District Court facility and certain real property underlying that facility (collectively
known as"Facility")
B. The City of Kent has an interest in acquiring the Facility.
C In order to preserve the potential for the City of Kent to acquire the Facility, King County
has heretofore granted the City of Kent a right of first offer to purchase the Facility
D The City of Kent has entered into a long-term Lease with King County which includes an
expansion and renovation of the Facility at the sole cost of the City of Kent Such
expansion will affect the fair market value of the Facility.
E In consideration for the expansion costs borne by the City of Kent, the City of Kent will
be charged fair market rent for the Premises described in the Lease until the exercise of
this Right of First Offer
F. In order to reflect the investment in the Facility and the value of the Facility to King
County and the City of Kent, respectively, a formula will be used to determine the
purchase price if and when the Right of First Offer is exercised.
G. In order to accomplish the expansion of the Facility,the underlying real property shall be
amended by a Lot Line Adjustment, after which time the Facility as amended by the Lot
Line Adjustment shall be subject to the Right of First Offer, and an amended legal
description shall be set forth in Attachment"A" incorporated herein
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:
Upon removal of the Lot Line Adjustment contingency contained in Section LB 2 of that
certain Lease, dated (recording number ) ("Lease"),
Attachment A to that certain Right of First Offer Agreement dated January 22, 2003, and filed
under recording number 20030122002928 ("Original Agreement') shall be repealed and
replaced by the amended legal description reflecting the Lot Line Adjustment attached as
Attachment A-1 incorporated herein.
Upon exercise of the Right of First Offer, the formula provided in Attachment B hereto
shall be applied to determine the purchase price of the Facility The formula in Attachment B
shall similarly be applied to determine the purchase price offered to third parties by King
County
All other terms and conditions of said Original Agreement remain in full force and effect
AUKEEN DISTRICT COURT EXPANSION LEASE Page 67
DATED as of the day and year first above written.
KING COUNTY CITY OF KENT
a political subdivision of Washington a Washington municipal corporation
By. i I By
Print Name W Print Name Suzette Cooke
Its ";"T L,L" Its Mayor
Date — ' 1� 6�o E� Date
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
I hereby certify that on the day pf )Occr'�N `� , 2008, I know or have
satisfactory evidence that�� vJL <i (qi/ da is the person who appeared before me, and
said person acknowledged tlra he signed this instrument, on oath stated thaj�t he is uthonzed to
execute the instrument on behalf of the KING COUNTY, as its 4 r-/1 , Fir r , and
such execution to be the free and voluntary act of such party for thel6es and purposes mentioned
rn the foregoing instrument
-Notary Seal Musl Appear Within Thu Box-
I(li�'I�ZIgNy 1; HEREOF, I have hereunto set my hand and official seal the
day an��yr� st�lxiv�; tten
UB
9� •....(.....
_FpF L A5ii�� NOTARY PUBL �,in for the State of Washington
residing at ,
My appointment expires 7
AUKEEN DISTRICT COURT EXPANSION LEASE Page 68
STATE OF WASHINGTON )
: ss.
COUNTY OF KING )
I hereby certify that on the day of 2008, I know or have
satisfactory evidence that Suzette Cooke is the person who appeared before me, and said person
acknowledged that she signed this instrument, on oath stated that she is authorized to execute the
instrument on behalf of the CITY OF KENT as its Mayor, and such execution to be the free and
voluntary act of such party for the uses and purposes mentioned in the foregoing instrument
-Notary Sea(Must Appear Within This Box-
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the
day and year first above written
NOTARY PUBLIC, in and for the State of Washington
residing at
My appointment expires
AUKEEN DISTRICT COURT EXPANSION LEASE Page 69
ATTACHMENT A-I
LEGAL DESCRIPTION OF PROPERTY
(as amended by Lot Line Adjustment)
AUKEEN DISTRICT COURT EXPANSION LEASE Page 70
ATTACHMENT B,
Formula for allocating value of Facility (Building and Property)
upon Termination or Expiration of Lease
This formula for allocating value is part of and incorporated into that certain Lease (the "Lease")
between King County, a political subdivision of the State of Washington (hereafter "Landlord")
and the City of Kent, a municipal corporation (collectively "Parties"), for the Premises, as
defined in Section 1 B of the Lease, located at 1210 S Central Avenue, Kent, WA 98032
Capitalized terms shall have the meanings set forth in the Lease In case of conflicting
definitions, the definitions contained herein shall control
1. Concept:
1.1 The City and County should both receive value for their respective investment
upon sale of the Aukeen District Court facility ("Facility"), or termination or expiration of the
Lease That value should be determinable at any point in time based upon an agreed formula as
set forth in this Exhibit D
1.2 The formula below would apply whether the Facility is sold to a third party
(because the City chose not to exercise its Right of First Offer), or to the City (upon termination
for convenience or expiration of the Lease), or the County elects to retain the Facility (upon
default termination or expiration of the Lease).
1.3 The formula would not apply in the event termination occurs prior to the Date of
Commencement of Tenant Improvements The formula should be read together with the City's
Right of First Offer to purchase the Facility in order to determine the cost to the City to exercise
that right
2. Terms:
2.1 Facility The Facility consists of a courthouse building (`Building" as defined in
Section 1 of the Lease) and the parcel of real property on which it sits (the "Property" as defined
in Section 1 of the Lease), as the Building and Property are expanded and or modified in order to
accomplish the Project
2.2 Project: The defined project described in Exhibit C of the Lease, that generally
being the addition of 3 courtrooms, 3 judge's chambers, and renovation of common spaces in the
Building, together with ancillary space
2.3 Appraiser- A real property appraiser jointly selected by the City and County,
through process defined in Section 26 of the Lease
AUKEEN DISTRICT COURT EXPANSION LEASE Page 71
2.4 Lease The Agreement between the City and County authorizing the City to lease
portions of the existing Premises, undertake the Project, and upon completion of that Project,
lease a defined portion of the expanded Facility, namely,certain Premises thereof
2.5 Pre-Construction Appraisal Value The Fair Market Value of the Facility as a
courthouse immediately prior to commencement of construction of the Project, as determined by
the Appraiser.
2.6 Post-Construction Appraisal Value- The Fair Market Value of the Facility as a
courthouse determined by the Appraiser, upon completion of the Project
2.7 Fair Market Value: The amount in cash which a well informed buyer, willing
but not obligated to buy the property, would pay, and which a well informed seller, willing but
not obligated to sell, would accept, taking into consideration the continued use of the Facility as
a courthouse
2.8 Lease Term: The period in which the Lease is in effect.
2.9 Lease Commencement Date: The first date on which the Lease is in effect.
2.10 Lease Termination Date: The last date on which the Lease is in effect.
2.11 Expiration Date: The last date on which the Lease is in effect per Section 1 B.5
of the Lease (natural expiration of the Lease term, 20 years following Commencement Date), as
that date may be extended
2.12 Termination Refund Offset Cost- As defined in Section 14.13.1 of the Lease.
3. Formulas: the formulas for calculating the amounts owed to the County and City under
various scenarios of lease termination and sale of Facility are as provided below
L=(SxK) +P
T= (S—L)
L= Amount owed to County, as owner and Landlord, upon sale of the Facility or Lease
termination/expiration
T = Amount owed to City, as investor and Tenant, upon sale of the Facility or Lease
termination/expiration.
AUKEEN DISTRICT COURT EXPANSION LEASE Page 72
S = Fair Market Value of the Facility at the date of Lease Termination or Lease
Expiration(as applicable), as determined by the Appraiser If the Facility is sold to a third party,
then S will equal Fair Market Value (as determined by the Appraiser) or the sale price,
whichever is higher Taxes, fees and closing costs paid by County, if any, to accomplish the sale
to the City or third party shall be included in the calculation of "S". In the event of a
termination of the Lease for condemnation or casualty/damage, "S" shall equal the amount of
proceeds of condemnation awarded, or insurance proceeds in the event of casualty/damage, to
the County as owner of the Facility
K = The percentage that the Pre-Construction Appraisal Value bears to the Post-
Construction Appraisal Value For example, if the Pre-Construction Appraisal Value of the
Facility is $2 Million, and the Post-Construction Appraisal Value is $5 6 Million, K=35 7%
P = The amount Termination Refund Offset Cost chargeable to the City in the event the
County terminates the Lease for default
4. Timin2 of Payment:
41 In the event of a default termination in which the County retains the Facility, T is
payable to the City over seven (7)years, in roughly equal amounts, subject to Section 14 B I of
the Lease
4.2 In the event of any other termination or expiration,payment to the City or County
(as appropriate) shall be made at closing (in event of sale to City or a third party) or within
ninety (90) days of Lease expiration(in event County retains the Facility)
5. Hypothetical Examples: the following are hypothetical examples of how the formulas
would be used to calculate the amounts owed to the County and City under various scenarios of
lease termination and sale of Facility:
5.1 Formula Calculation in event of termination for convenience by County
Assume Building is valued at $4M by Appraiser prior to Tenant's construction
of Project.
Post-construction value is appraised at$6M
5 years later, County terminates Lease for convenience and City elects to
purchase the Facility per its Right of First Offer Appraised FMV of Facility at Lease
Termination Date is $7M(including closing costs for transfer).
Formula Calculation
K=4-6 =67%
AUKEEN DISTRICT COURT EXPANSION LEASE Page 73
S = $7M
P=0
L= ($7M x 67) _$4,690,000 == amount paid by City to County upon closing of
sale.
T= ($7M - $4,690,000) _ $2,310,000 == share of building value deducted from S
to establish L
5.2 Formula Calculation in event City defaults under Lease and County terminates
Lease and retains the Facility.
Assume
Building is valued at$4M by Appraiser prior to Tenant's construction of Project.
Post-construction value is appraised at$6M
5 years later, Tenant defaults under Lease and Landlord terminates the Lease and
elects to retain title to the Facility. Landlord incurs $10,000 in attorney's fees and casts
as a result of default
Formula Calculation
K=4-6 =67%
S =$7M
P=$10,000
L = ($7M x 67) + $10,000 = $4,700,000 = share of building value retained by
County
T = ($7M - $4,700,000) _ $2,300,000 = amount paid to City by County in
roughly equal amounts over 7 years.
AUKEEN DISTRICT COURT EXPANSION LEASE Page 74
RIDER TWO
WHEN RECORDED RETURN TO-
King County Property Services Division
King County Administration Building
500 Fourth Avenue, Room 500
Seattle, WA 98104
Grantor: City of Kent, a Washington municipal corporation
Grantee: King County, a political subdivision of Washington.
Abbreviated Legal Description: SW RUSSELL DLC NO 41 PORTION OF SAMUEL W
RUSSELL DONATION CLAIM NO 41 IN NE QTR STR
25-22-04 DAF
HORSESHOE ACRE TRS TO KENT POR TRACT 24 &
POR SW RUSSELL DLC # 41 IN NW QTR STR 25-22-
04 DAF
Additional Legal Description See Attachment A
Assessor's Tax Parcel ID Nos. 000660-0021-0 and 346280-0205-0.
Project Name: City Jail and Community Corrections Facility Purchase
Document Date:
RIGHT OF FIRST OFFER TO
PURCHASE PROPERTY
(City Jail and Community Corrections Facilities)
This Right of First Offer (the "Agreement") is made this _ day of
by and between KING COUNTY, a municipal corporation and political subdivision of the State
of Washington ("King County") and the CITY OF KENT, a municipal corporation of the State
of Washington("City of Kent").
RECITALS
AUKEEN DISTRICT COURT EXPANSION LEASE Page 75
A. City of Kent is the owner of certain real property commonly known as the Kent
City Jail and Community Corrections Facility and associated parking areas, legally described in
Attachment"A"incorporated herein (the "Property")
B. King County has an interest in acquiring the Property
C. In order to preserve the potential for King County to acquire the Property, City of
Kent has agreed to grant King County a right of first offer to purchase the Property
D. City of Kent has recorded a lot line adjustment to the Property in connection with
the expansion of the Aukeen District Court facility
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged,the parties agree as follows.
I. Right of First Offer If at any time after the date of this Agreement City of Kent
desires to sell the Property (which does not include a change of use or custodianship within the
City), subject to City of Kent Council approval, City of Kent shall first provide King County the
right of first offer to purchase the Property on the terms set forth herein.
2. Notice, Terms of Transaction. Before marketing or offering the Property for sale,
City of Kent shall provide King County with notice of its intent to sell (the "Sale Notice") The
Sale Notice shall be in writing, and shall specify the minimum terms and conditions under which
City of Kent is willing to sell the Property (the "Minimum Terms") 1 he Minimum Terms shall
include an all cash price for the sale of the Property based upon a MIA appraisal of the Property.
A copy of the appraisal shall be included with the Minimum Terms King County may pay for a
second MIA appraisal if King County does not find the first appraisal acceptable If the parties
are not able to agree on a price based on the two appraisals King County will be deemed to have
failed to exercise the right of first offer The Minimum Terms shall also include the form of
conveyance deed to be provided, a general description of the representations and warranties (if
any) to be provided by City of Kent, a preliminary title commitment for the Property, and such
other matters as City of Kent shall deem appropriate
3 Exercise of Right. King County shall have a period of ninety (90) days after its
receipt of the Sale Notice in which to exercise its right of first offer to purchase the Property on
the Minimum Terms, or on such other terms as mutually agreed between City of Kent and King
County King County must exercise this right of first offer in writing, and the right shall be
deemed exercised only when written notice of exercise is personally delivered to City of Kent.
Failure to exercise the right of first offer in writing within such 90 day period shall cause the
right to terminate as it applies to the Sale Notice If King County does not exercise the right of
first offer, at the request of City of Kent in connection with a subsequent sale of the Property,
AUKEEN DISTRICT COURT EXPANSION LEASE Page 76
King County shall provide written confirmation that King County did not exercise the right The
written confirmation shall be in recordable form and may be provided by City of Kent to
potential purchasers, lenders and title insurance companies which may be involved in the
subsequent sales transaction
4. Access to Property. For the ninety (90) day period after the date King County
receives a Sale Notice, King County shall have the right to enter upon the Property for purposes
of conducting studies, investigations and surveys of the Property King County shall provide
City of Kent with at least twenty-four(24) hours prior written notice before entering the Property
for such purposes, shall conduct all studies and investigations so as not to interfere with the
normal operation of the Property, and shall indemnify, defend and hold harmless City of Kent
from all claims, actions or damages arising from King County's entry onto and testing on the
Property, except to the extent due to City of Kent's negligence King County shall also promptly
repair any and all damage that arises due to King County's entry onto and testing on the
Property
To the extent not in conflict with applicable law, King County agrees to keep confidential
all information with respect to the Property made available to King County by City of Kent, and
will divulge such information only to those of its employees and advisors who have a specific
need to know such information for the purposes of investigating the status of the property for
potential purchase by the King County, and only after advising each such employee and/or
advisor of the confidentiality provisions of this Agreement If King County elects not to
purchase the Property, King County shall immediately return to City of Kent all information
relating to the Property made available by City of Kent.
5. Effect of Exercise If King County exercises the right of first offer in the manner
set forth in Section 3 above, King County shall thereafter proceed to purchase the Property from
City of Kent on the Minimum Terms (or such other terms as mutually agreed between City of
Kent and King County) Closing shall occur within one hundred twenty(120) days of the date of
exercise of the right by King County. The sale of the Property to King County shall be through a
purchase and sale agreement, statutory warranty deed and other related documents, the form of
which shall be mutually agreed upon by the parties.
6. Failure to Exercise. If King County does not exercise its right of first offer in the
manner set forth in Section 3 above, City of Kent shall have a period of twelve (12) months from
the date the right of first offer terminates in which to market and sell the Property, provided that
the sales price is no less than 95% of the sale price set forth in the Minimum Terms and the other
terms of sale are not substantially more favorable to the buyer than the Minimum Terms offered
to King County. City of Kent shall inform King County of the terms of such proposed sale to
another buyer, so that King County can compare them to the Minimum Terms If City of Kent
has not closed the sale of the Property within such twelve (12) month period, or if City of Kent
desires to sell the Property at a price which is less than 95% of the sales price set forth in the
Minimum Terms or on substantially more favorable terms than the Minimum Terms offered to
AUKEEN DISTRICT COURT EXPANSION LEASE Page 77
King County, this right of first offer shall be reinstated in full, and City of Kent must first reoffer
the property to King County on the terms set forth above.
If King County does not exercise its right of first offer in the manner set forth in Section
3 above and City of Kent thereafter sells the Property as set forth above, the right of first offer
and this Agreement shall thereafter terminate and become null and void In this respect, and
except as specifically provided in Section 7 below, this Agreement and the rights of King County
hereunder shall not apply to a successor owner or purchaser of the Property
7. Excluded Transactions. The right of first offer set forth in this Agreement shall
not apply to (i) the merger, consolidation or reorganization of City of Kent, whether or not City
of Kent is the surviving entity in such merger, consolidation or reorganization, and (n) a
foreclosure sale, trustees sale or deed in lieu of foreclosure with respect to any financial liens or
encumbrances on the Property Notwithstanding the foregoing, in the event of a transaction
described in (i), or (ii) above, the right of first offer shall continue to apply to the Property
notwithstanding such transfers and/or contributions (i e , if the Property is transferred to a
subsidiary as described above, the sale of the Property by the successor would be subject to the
right of first offer).
8. Subordination This Agreement and the rights of King County hereunder shall be
subject and subordinate to any mortgages or deeds of trust that may now or hereafter be placed
upon the Property and to any or all advances to be made or amounts owing thereunder, and all
renewals, replacements, consolidations and extensions thereof King County shall execute and
deliver, within fifteen(15) days after demand therefore, whatever instruments may reasonably be
required from time to time by any mortgagee or deed of trust beneficiary to confirm such
subordination
9. Personal Rights The right of first offer set forth in this Agreement is personal to
King County, and may not be transferred or assigned by King County without the express written
consent of City of Kent, which shall not be unreasonably withheld
10 Recordation/Release. This Agreement will be recorded in the real property
records of King County, Washington However, at the request of City of Kent, King County will
sign and record a termination of this Agreement in connection with a sale of the Property (in
accordance with the terms hereof) Without limiting the foregoing requirements, the failure of
King County to record a termination of this Agreement within fifteen (15) days of request from
City of Kent(and assuming City of Kent is otherwise entitled to such termination pursuant to this
Agreement) shall constitute a default by King County hereunder, and City of Kent may seek
immediate equitable relief to obtain such termination (in addition to any other rights of City of
Kent hereunder)
11. Breach, Remedy In the event either party defaults or fails to perform its
obligations hereunder, the aggrieved party may seek any and all remedies available at law or in
AUKEEN DISTRICT COURT EXPANSION LEASE Page 78
equity. Without limiting the foregoing, if the Property is sold in contravention of King County's
rights under this Agreement, King County shall have the right to equitable relief to declare the
sale to be invalid
12 Governing Law, Attorneys' Fees This Agreement shall be construed according
to the laws of the State of Washington If either City of Kent or King County should find it
necessary to employ an attorney, including an employee of either party, to enforce a provision of
the Agreement or to recover damages for the breach hereof (including proceedings in
bankruptcy), the prevailing party shall be entitled to be reimbursed for its reasonable court costs
and attorneys' fees, in addition to all damages, through all levels of appeal
13 Authority Each person signing this Agreement on behalf of City of Kent and
King County, respectively, warrants that he/she has the proper corporate authority to enter into
this Agreement
14 Notices. Any and all notices required under this Agreement shall be deemed to
have been given upon receipt when personally delivered, sent overnight courier, or two days
after deposit in the United States mail All notices shall be addressed as set forth below or such
other address as any party may later specify in writing
Seller: City of Kent
Attn Facilities Manager
220 Fourth Avenue South
Kent, WA 98032-5895
With a copy to City of Kent
City Attorney's Office
220 Fourth Avenue South
Kent, WA 98032-5895
Buyer: King County Property Services Division
King County Administration Building
500 Fourth Avenue, Room 500
Seattle, WA 98104
With a copy to: King County Prosecuting Attorney
Civil Division
500 Fourth Avenue,Room 900
Seattle, WA 98104
With a copy to King County Transit Division
201 S Jackson Street
Seattle, WA 98104
AUKEEN DISTRICT COURT EXPANSION LEASE Page 79
L
15 Complete Agreement. This Agreement constitutes the full and complete
agreement concerning the right of first offer Any modification of this Agreement shall be in
writing and properly executed by the parties hereto or their successors-m-interest
DATED as of the day and year first above written
KING COUNTY CITY OF KENT
a political subdivision of Washington a Washington municipal corporation
By By-
Print Name Print Name- Suzette Cooke
Its Its Mayor
�Date. � i4,/d n Date
AUKEEN DISTRICT COURT EXPANSION LEASE Page 80
I
STATE OF WASHINGTON )
ss.
COUNTY OF KING
I hereby certify that on the day of 2008, I know oT have
satisfactory evidence that >s the person who appeared before me, and
said person acknowledged that Ae signed this instrument, on oath stated tha#�he is authorized to
execute the instrument on behalf of KING COUNTY, as its' 4 - l( and
such execution to be the free and voluntary act of such party for tw uses and purposes mentioned
to the foregoing instrument.
-NotaPy Sea!Must Appear Within Thts Box-
Ij�+ FS8j11,W4JEREOF, I have hereunto set my hand and official seal the
day an� • en
`N:.A•; AtB 10 � C{
�f 'C'�A1-12 ��z�NN s l —T
F ••.. (3� s' NOTARY PUB C i rid for the State of Washington
9x WASyi' I11I residing at f C C g
My appointment expires
AUKEEN DISTRICT COURT EXPANSION LEASE Page 81
STATE OF WASHINGTON )
ss
COUNTY OF KING )
I hereby certify that on the day of , 2008, I know or have
satisfactory evidence that Suzette Cooke is the person who appeared before me, and said person
acknowledged that she signed this instrument, on oath stated that she is authorized to execute the
instrument on behalf of the CITY OF KENT as its Mayor, and such execution to be the free and
voluntary act of such party for the uses and purposes mentioned in the foregoing instrument
-A'otary Seal Must Appear Within This Box-
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the
day and year first above written
NOTARY PUBLIC, in and for the State of Washington
residing at
My appointment expires
AUKEEN DISTRICT COURT EXPANSION LEASE Page 82
ATTACHMENT A:
LEGAL DESCRIPTION OF PROPERTY
LOT"A": . a f
TAX ACCOUNT NUMBER: 000660.0021d1
LEGAL DESCRIPTION: S W RUSSEL-DLC NO 41 PORTION OF 3AMUEL W RUSSELL
DONATION CLAIM NO 41 IN NE QTR STR 25-22-04 DAF:BEGINNING AT PCINT S LINE OF
SAID DONATION CLAIM 422 FT WEST OF INTERSECTION OFSALD S LINE WITH LINE
EETWEEN RANGES 4&5 FAST W.M.WHICH POINT IS ONE LINE OF KEN'.=THOMAS CO RD _
TH NORTH ALONG SAID E LINE 220 FT TO TPOS WHICH TPOB IS NW CORNER OF TRACT
C EEDED TO GAY H ELL IOT UNDER RECORDING NO 2368597 TH EAST ALONG N LINE OF
SAID GAY H EL LIOT TRACT 149 FT TO W LINE OF TRACT DEEDED TO B.W.ELLIOT BY DEED
L-NDER RECORDING NO23685&3TH NORTH ALONG SAID W LINE 144.5 FT TO S LINE OF
COUNTY ROAD(S 259TH ST)TH WEST ALONG SAID S LINE OF COUNTY ROAD 149 FTTO E
LINE OF SAID KENT-THOMAS CO RD TH SOUTH ALONG SAID E LINE 144,8 FT TO TPOS EXC
FORTIONS CONVEYED TO CRY OF KENT BY DEEDS UNDER RECORDING NOS
7308100427&92DMI788.
LOT
TAX ACCOUNT NUMBER: 346280-M"
LEGAL DESCRIPTION: HORSESHOE ACRETRS TO KENT POR TRACT 24 i£POR S W
FUSSELL DLC II 41 IN NW QTR STR 25-22-04 DAF:BEG AT INTSN E MGN EAST VALLEY
1 FWY(AKA CENTRAL AVE)WITH N LN TRACT 24 HORSESHOE ACRES TH N 00-40-16 E
AILING E MGN EAST VALLEY HWY DIST 160.00 FT TH S 89-44-26 E PLL WITH N LN SD
TRACT 24 DIST i43.D0 FT TH W 00-4016 E PLL WITH EAST WALLEY HWY 205.99 FT MIL TO
S MGN S 259TH ST TH EAST ALG S MON 2 259TH ST 90.07 FT MIL TO PT 187.i2 FT W OF E f
LN SEC 25 TH S 00-35-50 W PL.L WITH E LN SEC DIST SWZ5 FT TO N LN TRACT 24
HORSESHOE ACRES TH N 88.44-28 W ALC-SD N LN 68.96 FT TH S 0040-28 W 53.83 FT TH
S 45 54-33 E 94.10 FT TH S OD-03-47 W 84.40 FT TH S 89-35-24 E 128.70 FT TH S W-07-57
W 114 25 FT TO S LN `RACT 24 HORSESHOE ACRES TH N 89-44-28 W AL:G SOS LN 863-79
FT TOE MGN EAST VALLEY HWY TH N 00-40-16 E ALG SO E MGN$18.00 FT TO TPOB.
AULO;W DISTRICT COURT EXPANSION LEASE Page 0
Rider 2 ,AtrQ�} ment A
EXHIBIT F
AGREEMENT TO EXECUTE PARKING LOT LEASE
BETWEEN CITY OF KENT AND KING COUNTY
This Agreement To Execute Parking Lot Lease ("Agreement") is made and entered into by and
between KING COUNTY, a political subdivision of the State of Washington ("County"), and
the CITY OF KENT, a municipal corporation of the State of Washington ("City") (collectively
"the Parties") In consideration of this Agreement, the Parties covenant and agree as follows
Recitals
A. The City owns or is acquiring ownership of Lot A , B, and C legally described in
Exhibit 1 and depicted on Exhibit 2 The County owns the adjacent Lot D also legally described
and depicted on Exhibit 1 and Exhibit 2
B. Five parking lots including approximately 258 parking stalls were constructed or are
being constructed by the City on Lots A, B, C, and D These parking lots were constructed for
use by the occupants of the Aukeen Court building ("Aukeen), 1210 and 1220 South Central
Avenue, and the City of Kent Municipal Jail (the "Jail"), 1230 South Central Avenue The use
of the five parking lots is used roughly two-thirds by the occupants of Aukeen and one-third each
by the Jail Also related to the use of the parking lots is the Reciprocal Parking Easement,
recording number 20030122002929 and any amendments/replacements to same
C. Since 1998 the City has leased space in Aukeen for City municipal court ("Municipal
Court") operations The Parties currently operate under a Lease Agreement dated----- ("Aukeen
Lease")
D In the event of the termination of the Aukeen Lease the parties recognize the need for
the County to continue to use the parking lots built on City owned real property The Reciprocal
Parking Easement addresses parking lots constructed on Lots C and D, and this Agreement is
intended to address the parking lot on Lots A and B
NOW THEREFORE, in consideration of the promises and agreements contained in this
Agreement and subject to the terms and conditions set forth, it is mutually understood and agreed
by the parties as follows•
Agreement
1 A Parking Lot Lease for Lot A and B between the City as landlord and the County as
tenant is attached and incorporated as Exhibit 3
AUKEEN DISTRICT COURT EXPANSION LEASE Page 84
2. The Parties agree to execute the Parking Lot Lease which is substantially similar to the
Parking Lot Lease attached as Exhibit 3 in the event of the following
a) expiration or other termination of the Aukeen Lease; and
b) Tenant's Work described in Exhibit C to the Aukeen lease was Substantially
Completed (as defined in the Aukeen Lease), and
c) the City has vacated the Premises as described in the Aukeen Lease, and
d) either the City has not exercised its rights under the Right of First Offer, King County
recording number 20030122002928 and amendments thereto, or the County has determined it
will retain ownership of Lot D and not offer Lot D for sale.
3. If any term or provision of this Agreement or portion thereof shall be found invalid, void,
illegal, or unenforceable generally or with respect to any particular party, by a court of
competent jurisdiction, it shall not affect, impair or invalidate any other terms or provisions or
the remaining portion thereof, or its enforceability with respect to any other party.
4 This Agreement shall be interpreted and construed under and pursuant to the laws of the
State of Washington Any action regarding or arising from this Agreement shall be brought in
the Washington State Superior Court located in the county where the real property is located.
Time is of the essence of this Agreement In the event an attorney is engaged by either party to
enforce the terms of this Agreement or in the event suit is brought relating to or arising from this
Agreement, the prevailing party shall be entitled to recover from the other party its reasonable
attorney fees and costs
5 This Agreement, together with the Exhibits (which are collectively incorporated where
referred to herein and made a part hereof as though fully set forth), contain all the terms and
provisions between the City and County relating to the matters set forth herein and no prior or
contemporaneous agreement or understanding pertaining to the same shall be of any force or
III effect, except any such contemporaneous agreement specifically referring to and modifying this
Agreement, signed by both parties Neither this Agreement or Exhibits referred to above may be
modified, except in writing signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement, which shall
become effective on the last date entered below
I
AUKEEN DISTRICT COURT EXPANSION LEASE Page 95
KING COUNTY
BY-
Ronald Sims, King County Executive
APPROVED AS TO FORM:
BY
Timothy Barnes, Sr Deputy Prosecuting Attorney
CITY OF KENT
BY:
Suzette Cooke, Mayor
APPROVED AS TO FORM-
BY:
Kent City Attorney's Office
P.1Civil\Files\OpenFiles\0676\AgreementToExecuteParkingLotLease.doc
AUKEEN DISTRICT COURT EXPANSION LEASE Page 86
EXHIBIT 1
LOT"A":. _
TAX ACCOUNT NUMBER: 000660-0021.0
LEGAL DESCRIPTION: SW RUSSELL DLC NO 41 PORTION OF SAMUEL W RUSSELL
DONATION CLAIM NO 41 IN NE QTR STR 25-22-04 DAF:BEGINNING AT PCINT S LINE OF
SAID DONATION CLAIM 422 FT WEST OF INTERSECTION OF SAID S LINE WITH LINE
BETWEEN RANGES 4&5 EAST W_M.WHICH POINT IS ON E LINE OF KENT-THOMAS CO RD
TH NORTH +4LONG SAID E LINE 220 FT TO TPOB WHICH TPOB IS NW CORNER OF TRACT
DEEDED TO GAY H ELLIOT UNDER RECORDING NO 2368597 TH EAST ALONG N LINE OF
SAID GAY H ELLIOT TRACT 149 FT TO W LINE OF TRACT DEEDED TO B.W.ELUOT BY DEED
UNDER RECORDING NO2368598TH NORTH ALONG SAID W LINE 144.5 FT TO S LINE OF
COUNTY ROAD(S 259TH ST)TH WEST ALONG SAID S LINE OF COUNTY ROAD 149 FTTO E
LINE OF SAID KENT THOMAS CO RD TH SOUTH ALONG SAID E LINE 144.5 FT TO TPOB EXC
FORTIONS CONVEYED TO CITY OF KENT BY DEEDS UNDER RECORDING,NOS
7308100427& 9208031788.
LOT°B*: •
TAX ACCOUNT NUMBER: 000660-0044.09
LEGAL DESCRIPTION: RUSSELL S W-DC t 4i N 60 FT OF S 220 FT OF W 149 FT OF E
1350.62 FT OF DC LESS ST.
LOT MGM:
TAX ACCOUNT NUMBER: 346280-0205-0
LEGAL DESCRIPTION: HORSESHOE ACRE TRS TO KENT POR TRACT 24&POR 3 W
FUSSE LL DLC#41 IN NW QTR STR 25.22-04 DAF:BEG AT INTSN E MGN EAST VALLEY
HWY(AKA CENTRAL AVE)WITH N LN TRACT 24 HORSESHOE ACRES TH N 00-40-16 E
ALONG E MGN EAST VALLEY HWY DIST 160.00 FT TH 3 89-44-28 E PLL WITH N LN SO
TRACT 24 DIST 143.00 FT TH W 00.40-16 E PLL WITH EAST WALLEY HWY 205.99 FT MIL TO
S MGN S 259TH ST TH EAST ALG S MGN 2 259TH ST 90.07 FT MIL TO PT 187.12 FT W OF E
LN SEC 25 TH S 00-35-50 W PLL WITH E LN SEC DIST 366.85 FT TO N LN TRACT 24
HORSESHOE ACRES TH N 89-44-28 W ALG-SO N LN 68.96 FT TH S OD-30-26 W 63.83 FTTH
&4534-33 E 94.10 FT TH S 00-03.47 W 84.40 FT TH S 89-35-24 E 128.73 FT TH S 00-07-57
W 114 25 FT TO S LN'TRACT 24 HORSESHOE ACRES TH N 89-44-28 W ALG SD S LN 363.79
FT TO E MGN EAST VALLEY HWY TH N OD-40-16 E ALG SO E MGN 318.00 FT TO TPOB.
LOT"D":
TAX ACCOUNT NUMBER: 000680-0043-0
LEGAL DESCRIPTION: S W RUSSELL D C"I POR TRACT 24 HORSESHOE ACRE
TRACTS&POR S W RUSSELL DLC 1N NW QTR STR 25-22-04 DAF:BEG AT INTSN S BNDRY
LN SO OLC WITH E LN SEC 25 TH N 69-44-28 W ALG S BNDRY SD DLC 5926 FT TO TPOB TI
S 00-07-57 W 20'q,.74 FT TH N 69-35-24 W 128.73 FT TH N DC-03-47 E 84.40 FT TH N 45-54-33-
V194.10 FT TH N 0030-26 E 58.83 FT TO S BNDRY SO DLC TH S 89-44-28 E 68.95 FT TO PT
187.12 FT W OF E LN SEC 25 TH N 00-35-50 E PLL TO SO E LN 366.85 FT MIL TO S MGN S
259TH ST TH E ALG S MGN 102 13 FT MIL TO PT 85.00 FT W OF E LN S EC 25 TH S 0035-50
W 367.42 FT TO S LN SO DLC TH S 89.44-28 E ALG S LN 25.14 FT TO TPOB.
AUKEEN DISTRICT COURT EXPANSION LEASE
EXHBTT F-AGREEMENT TO EXECUTE PARKING LEASE Exlnbrt I
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AUKEEN DISTRICT COURT EXPANSION LEASE
EXHBIT F AGREEMENT TO EXECUTE PARKING LEASE Exbibit 2
EXHIBIT 2
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EXHIBIT 3
PARKING LOT LEASE AGREEMENT
THIS LEASE AGREEMENT ("Lease's is entered into by and between the CITY OF
KENT, Washington municipal corporation ("Landlord") and KING COUNTY, a political
subdivision of the State of Washington, ("Tenant") In consideration of this Parking Lot Lease
Agreement("Lease"), Landlord and Tenant covenant and agree as follows
BACKGROUND
A Landlord is the owner in fee simple of Lot A, B, and C located in the City of
Kent, King County, Washington, legally described on the attached Exhibit 1 and depicted in the
attached Exhibit 2 Tenant is in owner of the adjacent Lot D also legally described in Exhibit 1
and depicted in Exhibit 2
B When the City was a tenant in the Aukeen Court building ("Auke&') located on
Lot D, the City constructed five parking lots on Lots A, B, C, and D, approximately 258 parking
stalls as depicted in Exhibit 3 These parking lots were constructed for use by the occupants of
Aukeen, 1210 and 1220 South Central Avenue, and the City of Kent Municipal Jail (the "Jail"),
1230 South Central Avenue. The use of the five parking lots is used roughly two-thirds, 172
parking stalls, by the occupants of Aukeen and one-third, 86 stalls, by the Jail Approximately
46 of the parking stalls are located on Lot D, with the remainder on Lots A, B and C
C. Also, related to the use and maintenance of the parking lots is the Reciprocal
Parking Easement, recording number 20030122002929 and any amendments/replacements to the
same
Accordingly,the parties are entering into this Lease on the terms and conditions set forth
below
AGREEMENT
In consideration of their mutual covenants,the parties agree as follows:
1 Leased Premises Landlord leases to Tenant and Tenant leases from Landlord the real
property legally described on the attached Exhibit 1 (the "Premises") labeled as Lot A and Lot B,
which are comprised of approximately seventy-one (71) parking stalls
AUKEEN DISTRICT COURT EXPANSION LEASE Page 89
2. Term. This Lease shall commence upon the last date executed by both parties (the
"Commencement Date"), and end on the date that is one day before the Two hundred and forty
(240) full calendar months (20 years) following the date on which this Lease is executed by both
parties
3 Rent
- a. Base Rent. Tenant shall pay Base Rent equal to the Appraised Rent Value, as
determined by Section 3 b , calculated as a monthly amount, for the Premises, which Base Rent
shall be due and payable on the first day of each calendar month in advance and adjusted every
five (5) years thereafter based on the Seattle Tacoma Bremerton All Urban Consumers' Price
Index year ending rate (December) Monthly Rent shall be mailed to City of Kent, 220 Fourth
Avenue South, Kent, Washington 98032, Attention. Facilities Management
b Appraised Rent Value. The parties have selected Darin Shedd of Allen, Brackett,
Shedd as the Appraiser to provide the Appraisal Rent Value just prior to the Commencement
Date In the event he is no longer willing or available to serve as appraiser, the parties shall
select another appraiser. In the event the parties cannot agree, they shall each select an appraiser
and the two appraisers shall in turn select the Appraiser. The Appraiser shall conduct an
appraisal of the Fair Rental Value of a 126 parking stall located on Lots A, B, and C, as near as
practicable to a date immediately prior to the Commencement Date One hundred and twenty-
six (126) is the number of parking stalls the Tenant needs in order to have use of two-thirds (2/3)
of the parking stalls on Lot A, B and C The parties shall each pay one-half of the Appraiser's
fee
4. Additional Rent for Repair and Maintenance
Additional Rent shall be payable quarterly in arrears within 30 days of invoicing Tenant shall
pay as Additional Rent a two-thirds share of the total repair and maintenance expenses for the
parking lots on Lots A and B The Reciprocal Parking Easement provides for Tenant/County to
pay two-thirds of the repair and maintenance costs for Lots C and D, which obligation is
exclusive and separate from the obligations contained herein Landlord shall provide Tenant
quarterly with a written statement showing the calculation of said Additional Rent
5. Use of Premises.
a. Tenant shall use the Premises for parking lot purposes in conjunction with use of
the Aukeen Court building as constructed at the time of execution of this Lease on Lot D
(approximately square feet) The Premises shall be used for no other purposes
b Use of the Premises by Tenant shall be conclusive evidence the Premises were in
good, clean and tenantable condition and delivered in accordance with this Lease
it
AUKEEN DISTRICT COURT EXPANSION LEASE Page 90
6. Normal Maintenance and Repair.
a. Unless expressly provided otherwise in this Lease, Landlord shall maintain and
repair, suitable for use as a parking lot the Premises Landlord's maintenance and repair
obligations shall include sweeping monthly, stripping every other year, seal coating every seven
(7) to ten(10) years, and re-surfacing every fifteen (15) to twenty (20) years as needed
b In the event any additional repairs or maintenance are caused by or result from
Tenant's excessive or improper use or occupation thereof or which are caused by or result from
the negligence or improper conduct of Tenant, its agents, employees or invitees, the cost of such
repairs or maintenance shall be paid solely by Tenant
7 INSURANCE.
a The Tenant agrees, at its own expense, to maintain, through its self-funded Self-
Insurance program, coverage for all of its liability exposures under this Lease The Tenant agrees
to provide Landlord with at least thirty (30) days prior written notice of any material change in
the Tenant's self-funded Self-Insurance program, and will provide Landlord with a certificate of
self-insurance as adequate proof of coverage Landlord further acknowledges, agrees and
understands that the Tenant does not purchase Commercial General Liability insurance and is a
self-insured governmental entity, therefore the Tenant does not have the ability to add the
Landlord as an additional insured Should the Tenant cease self-insuring its liability exposures
and purchase Commercial General Liability insurance, Tenant agrees to add the Landlord (and
Landlord's Lender) as an additional insured
b. The Landlord agrees, at its own expense,to maintain, through its self-funded Self-
Insurance program, coverage for all of its liability exposures under this Lease The Landlord
agrees to provide Tenant with at least thirty (30) days prior written notice of any material change
in the Landlord's self-funded Self-Insurance Program, and will provide Tenant with a certificate
of self-insurance as adequate proof of coverage Tenant further acknowledges, agrees and
understands that the Landlord does not purchase Commercial General Liability insurance and is
a self-insured governmental entity, therefore the Landlord does not have the ability to add the
Tenant as an additional insured Should the Landlord cease self-insuring its liability exposures
and purchase Commercial General Liability insurance, Landlord agrees to add the Tenant as an
additional insured
III c The Landlord will carry "All Risk" property insurance in an amount equal to the
full replacement value of all improvements located on the Premises
AUKEEN DISTRICT COURT EXPANSION LEASE Page 91
d. Tenant shall maintain "All Risk" property insurance in an amount equal to One
Million Dollars ($1,000,000) combined single limit per occurrence and in the aggregate for
bodily injury, personal injury and property damage
e. In consideration of the duration of this Lease, the parties agree that the Insurance
Requirements Section herein, at the discretion of Landlord, may be reviewed and adjusted with
each amendment of the Lease, with each assignment of this Lease, and every five years from
Commencement Date Any adjustments made as determined by Landlord, shall be in accordance
with reasonably prudent risk management practices and insurance industry standards and shall be
effective upon 90 days written notice by Landlord
8. Waiver of Subrogation
Landlord and Tenant release and relieve the other, and waive the entire right of recovery
for loss or damage to property located within or constituting a part or all of the Premises to the
extent that the loss or damage is actually covered (and claim amount recovered)by insurance, or
self insurance, carved by either party and in force at the time of such loss or damage This
waiver applies whether or not the loss is due to the negligent acts or omissions of Landlord or
Tenant, or their respective officers, directors, employees, agents, contractors, or invitees Each
of Landlord and Tenant shall have their respective property insurers endorse the applicable
insurance policies or self insurance program, to reflect the foregoing waiver of claims, provided,
however, that the endorsement shall not be required if the applicable policy of insurance, or self
insurance program permits the named insured to waive rights of subrogation on a blanket basis,
in which case the blanket waiver shall be acceptable.
9. Damage or Destruction
In the event the Premises shall be destroyed or rendered untenantable, either wholly or in
part, by fire or other casualty, Landlord may, at its option, elect to restore the Premises to as near
its previous condition as is reasonably possible and in the meantime the Base Rent and
Additional Rent shall be abated in the same proportion as the untenantable portion of the
Premises bears to the entire Premises, provided, such abatement (1) shall apply only to the extent
the Premises are untenantable for the purposes permitted under this Lease and not used by
Tenant as a result thereof, and(it) shall not apply if Tenant or any other occupant of the Premises
or any of their agents, employees, invitees, transferees or contractors caused the damage Unless
Landlord, within sixty (60) days after the happening of any such casualty, shall notify Tenant of
its electron to so restore, this Lease shall thereupon terminate, provided, if in Landlord's
estimation the Premises cannot be restored within one hundred twenty (120) days following such
destruction, Landlord shall notify Tenant and Tenant may terminate this Lease (regardless of
Landlord's intent to restore) by delivery of notice to Landlord within thirty (30) days of
Landlord's notice Tenant agrees if it elects not to terminat
e the Lease, that the abatement of
Base Rent and Additional Rent as provided above shall be Tenant's sole and exclusive recourse
in the event of such damage, and Tenant waives any other rights Tenant may have under
AUKEEN DISTRICT COURT EXPANSION LEASE Page 92
applicable law or this Lease to perform repairs or terminate the Lease by reason of damage to the
Premises
10. Condemnation
Either party may terminate this Lease if the whole or any material part of the Premises
shall be taken or condemned for any public or quasi-public purpose through the exercise of
eminent domain Landlord shall also have the right to terminate this Lease in the event of a
Taking of any portion of the Building or Property which would leave the remainder of the
Building unsuitable for use as a courthouse in a manner comparable to the use prior to the
Taking In order to exercise its right to terminate this Lease, Landlord or Tenant, as the case
may be, must provide written notice of termination to the other within 45 days after the
terminating party first received notice of Taking Any such termination shall be effective as of
the date the physical taking of the Premises or the portion of the Building or Property occurs In
addition, Base Rent and Additional Rent for any portion of the Premises taken or condemned
shall be abated during the unexpired term of this Lease effective when the condemner takes
possession Tenant shall hold harmless Landlord for any and all costs incurred by Tenant as a
result of a Taking Tenant's only recourse for compensation in the event of a Taking shall be
against the condemner Landlord and Tenant agree to cooperate in any condemnation
proceeding to determine just compensation Tenant may file a claim against the condemner at its
sole cost and expense, separate from any claim brought against the condemner by Landlord, for
just compensation, but only to the extent such claim does not diminish the award which would
otherwise be received by Landlord
11. Assignment and Sublease.
Tenant shall not assign this Lease or any part thereof and shall not let or sublet the whole
or any portion of the Premises-without the written consent of Landlord, which consent shall not
be unreasonably withheld by Landlord This Lease shall not be assignable by operation of law.
If consent is once given by the Landlord to a sublease of this Lease, or any interest therein,
Landlord shall not be barred from afterwards refusing to consent to any further sublease The
Landlord does agree to provide written consent to assignments from Tenant to a third party that
Tenant has sold or otherwise transferred Lot D and Aukeen
12. Taxes
a. Tenant shall pay all real and personal property taxes(or payments in lieu of taxes)
and assessments for the Premises that are directly the result of Tenant's use, if any, which
become due and payable during the term of this Lease All such payments shall be made, and
evidence of all such payments shall be provided to Landlord, at least ten (10) days prior to the
delinquency date of the payment
AUKEEN DISTRICT COURT EXPANSION LEASE Page 93
b. If the methods of taxation in effect at the Commencement Date of the Lease are
altered so that in lieu of or as a substitute for any portion of the property taxes and special
assessments now imposed on property there is imposed a tax upon or against the rentals payable
by Tenant to Landlord, Tenant shall pay those amounts in the same manner as provided for the
payment of real and personal property taxes
13 Rights Reserved by Landlord Except to the extent expressly limited herein, Landlord
reserves full rights to control the Premises (which rights may be exercised without subjecting
Landlord to claims for constructive eviction, abatement of Rent, damages or other claims of any
kind), including more particularly, but without limitation, the following rights-
a. General Matters To- (i)change the name or the designation of the Premises
(subject to restrictions in Section 13.0 below), (u) install and maintain signs on the Premises,
and grant any other person the right to do so, (in) grant to any person the right to conduct any
business or render any service at the Premises, whether or not the same are similar to the use
permitted Tenant by this Lease, but only so long as those uses are not incompatible with
Tenant's use of the Premises, and(vii) in case of fire, invasion, insurrection, riot, civil disorder,
emergency or other dangerous condition, or threat thereof (a) limit or prevent access to the
Premises, (b) shut down services, and(c) otherwise take such action or preventative measures
deemed necessary by Landlord for safety or the protection of the Premises (but this provision
shall impose no duty on Landlord to take such actions, and no liability for actions taken in good
faith)
b. Access to Premises. To enter the Premises in order to inspect,maintain and
repair, or exercise other rights of Landlord under this Lease or applicable Laws However,
Landlord shall (i)provide reasonable advance written notice to Tenant's court administrator or
other appropriate person for matters which will involve a significant disruption to Tenant's
operations (except in emergencies), and(n) take reasonable steps to minimize any significant
disruption to Tenant's operations If Tenant requests that any such access occur before or after
Landlord's regular business hours and Landlord approves, Tenant shall pay all overtime and
other additional costs in connection therewith
C. Changes to the Premises To- (i) perform repairs or maintenance, (it) make
replacements, restorations,renovations, alterations, additions and improvements, otherwise in
and to the Premises or any part thereof, including changes relating to the connection with or
entrance into or use of the Premises, (in)erect barricades and take such other actions as Landlord
deems appropriate, (iv)provide the 71 parking stalls on Lot A and B in another location or
configuration on Lot A, B, C, or other adjacent real property Provided that Landlord shall have
no right to reduce the number of parking stalls provided below the 71 parking stalls provided on
Lot A and B, and, Landlord shall take reasonable steps to minimize or avoid any denial of access
to the Premises except when necessary on a temporary basis
AUKEEN DISTRICT COURT EXPANSION LEASE Page 94
14. Release and Indemnity.
a Tenant Indemnity. Tenant shall indemnify, defend (using legal counsel
reasonably acceptable to Landlord) and save Landlord harmless from all claims, suits, losses,
damages, fines, penalties, liabilities and expenses (including Landlord's reasonable attorneys
fees incurred in connection with claims prior to Tenant's acceptance of its indemnity and defense
obligations hereunder, regardless of whether such claims involve litigation) resulting from any
actual or alleged injury (including death) of any person or from any actual or alleged loss of or
damage to any property occurring during the Term of this Lease and arising out of or in
connection with (i) Tenant's occupation, use or improvement of the Premises, (it) Tenant's
breach of its obligations hereunder or (ni) any negligent act or omission of Tenant or any
subtenant, licensee, assignee or concessionaire of Tenant, or of any officer, agent, employee, or
contractor of Tenant Nothing in this Section 14 a shall require Tenant to protect, defend and
indemnify Landlord to the extent of Landlord's negligence This indemnity with respect to acts
or omissions during the term of this Lease shall survive termination or expiration of this Lease.
The foregoing indemnity covers actions brought by Tenant's own employees and it is
specifically and expressly intended to constitute a waiver of Tenant's immunity, as respects the
Landlord only, under Washington's Industrial Insurance Act, RCW Title 51, only to the extent
necessary to provide Landlord with a full and complete indemnity from claims made by Tenant
and its employees, to the extend provided herein Tenant shall promptly notify Landlord of
casualties or accidents occurring in or about the Premises LANDLORD AND TENANT
ACKNOWLEDGE THAT THE INDEMNIFICATION PROVISIONS OF SECTION 14 WERE
SPECIFICALLY NEGOTIATED AND AGREED UPON BY THEM
b Landlord Indemnity. Landlord shall indemnify, defend (using legal counsel
reasonably acceptable to Tenant) and save Tenant harmless from all claims, suits, losses,
damages, fines, penalties, liabilities and expenses (including Tenant's reasonable attorneys fees
incurred in connection with claims prior to Landlord's acceptance of its indemnity and defense
obligations hereunder, regardless of whether such claims involve litigation) resulting from any
actual or alleged injury (including death) of any person or from any actual or alleged loss of or
damage to any property occurring during the Term of this Lease and arising out of or in
connection with (i) Landlord's occupation, use or improvement of the Property, or that of its
employees, agents or contractors, (it) Landlord's breach of its obligations hereunder, or (in) any
negligent act or omission of Landlord or any subtenant, licensee, assignee or concessionaire of
Landlord, or of any officer, agent, employee, or contractor of Landlord Nothing in this Section
14 b shall require Landlord to protect, defend and indemnify Tenant to the extent of Tenant's
negligence This indemnity with respect to acts or omissions during the term of this Lease shall
survive termination or expiration of this Lease The foregoing indemnity covers actions brought
by Landlord's own employees and it is specifically and expressly intended to constitute a waiver
of Landlord's immunity, as respects the Tenant only, under Washington's Industrial Insurance
Act, RCW Title 51, only to the extent necessary to provide Tenant with a full and complete
indemnity from claims made by Landlord and its employees, to the extend provided herein
LANDLORD AND TENANT ACKNOWLEDGE THAT THE INDEMNIFICATION
AUKEEN DISTRICT COURT EXPANSION LEASE Page 95
PROVISIONS OF SECTION 14 WERE SPECIFICALLY NEGOTIATED AND AGREED
UPON BY THEM
C. Release Landlord and Tenant hereby fully and completely waives and releases
all claims against each other for any losses or other damages sustained by the other party or any
person claiming through the other party resulting from any accident or occurrence in or upon the
Property, Building, and Premises, or any act, omission or negligence of co-tenants, licensees or
any other persons or occupants of the Building, provided only, that the releases contained in this
Section shall not apply to claims for actual damage to persons or property resulting from the
negligence or willful misconduct of the party making the claim
d Limitation on Indemnity In compliance with RCW 4.24.115 as in effect on the
date of this Lease, all provisions of this Lease pursuant to which Landlord or Tenant(the
"Indemmtor") agrees to indemnify the other(the "Indemnrtee") against liability for damages
arising out of bodily injury to persons or damage to property relative to the construction,
alteration,repair, addition to, subtraction from, improvement to, or maintenance of, any building,
road, or other structure,project, development, or improvement attached to real estate, including
the Premises, (i) shall not apply to damages caused by or resulting from the negligence of the
Indemnrtee, its agents or employees, and(it) to the extent caused by or resulting from the
concurrent negligence of(a) the Indemnitee or the Indemnrtee's agents or employees, and(b)the
Indemnitor or the Indemnitor's agents or employees shall apply only to the extent of the
Indemnitor's negligence
e. Definitions As used in any Section of this Lease establishing indemnity or
release of Landlord, "Landlord" shall include Landlord, its directors, elected officials, agents,
employees and contractors, and"Tenant" shall include Tenant and any person or entity claiming
through Tenant.
15. Expiration of Lease Term. Upon the expiration of the Lease Term, unless Landlord has
approved the Tenant Holding Over as provided in Section 16 Tenant shall vacate the Premises
leaving them in good condition, ordinary wear and tear excepted
16 Holding Over If the Tenant shall, with the written consent of Landlord, holdover after the
expiration of the term of this Lease, such tenancy shall be for an indefinite period of time on a
month to month tenancy, such tenancy may be terminated as provided by the laws of the State of
Washington During such tenancy Tenant agrees to pay to the Landlord the same rate of rental as
set forth herein, unless a different rate is agreed upon, and to be bound by all of the terms,
covenants,and conditions as herein specified, so far as applicable
17 Default. It shall be a default if:
AUKEEN DISTRICT COURT EXPANSION LEASE Page 96
a Tenant defaults in the payment of Base Rent, Additional Rent, or any other sums
payable to Landlord when due, and does not cure such default within fifteen (15) calendar days
after written notice from Landlord.
b. Tenant abandons or vacates the Premises for a period longer than thirty (30) days,
or
C. Either party defaults in the performance of any other covenant or condition of this
Lease and does not cure such other default within thirty (30) calendar days after written notice
from the non-defaulting party specifying the default at issue.
18. Cure by Landlord
In the event of any default of this Lease by Tenant, the Landlord may at any time, after
notice, cure the default for the account of and at the expense of the Tenant If Landlord is
compelled to pay or elects to pay any sum of money or to do any act which will require the
payment of any sum of money or is compelled to incur any expense, including reasonable
attorney fees in instituting, prosecuting or defending any action to enforce the Landlord's rights
under this Lease, the sums so paid by Landlord, with all interest, costs and damages shall be
deemed to be Additional Rent and shall be due from the Tenant to Landlord on the first day of
the month following the incurring of the respective expenses If Tenant disputes the
appropriateness of the Additional Rent in good faith, Tenant will a such Additional Rent
g pay
"under protest" Any payment under protest by Tenant shall not be considered an admission of
liability or a waiver of Tenant's rights under this Agreement, and such payment shall be subiec�
to refund if Tenant's position is upheld by a court
19 Damages and Attoiney's Fees.
In the event of an instance of Tenant's default as identified in Section 17, Landlord shall
be entitled to the amount of unpaid rent accrued through the date of termination, and liquidated
damages in the amount of six(6)months rent If it becomes necessary for the Landlord to use an
attorney and/or bring suit for damages or possession, or if Tenant shall bring any action for any
relief against Landlord, declaratory or otherwise, ansmg out of this Agreement, the prevailing
party shall have and recover against the other party in addition to the cost allowed by law, such
sum as the court may adjudge to be reasonable attorney's fees
20. Notices. All notices, requests, demands, and other communications hereunder shall be in
writing and shall be deemed given if personally delivered or mailed, certified mail, return receipt
requested, to the following addresses
If to Landlord, to City of Kent
Attn. Facilities Manager
AUKEEN DISTRICT COURT EXPANSION LEASE Page 97
220 Fourth Avenue South
Kent, WA 98032
If to Tenant, to. King County Real Estate Services Section
Attn Leasing Supervisor
King County Administration Building
500 Fourth Avenue, Room 500
Seattle, WA 98104
21. Hazardous Substance Indemnification.
Tenant represents and warrants that its use of the Premises herein will not generate any
hazardous substance, and it will not negligently or intentionally store or dispose on the Premises
nor transport to or over the Premises any hazardous substance in violation of any federal or state
law Tenant further agrees to hold Landlord harmless from and indemnify Landlord against any
release of any such hazardous substance and any damage, loss, or expense or liability resulting
from such release including all attorneys' fees, costs and penalties incurred as a result thereof
except any release caused by the negligence of Landlord, its employees or agents Similarly,
Landlord warrants that the Premises are free of any hazardous substances and agrees to
indemnify and hold Tenant harmless from the Landlord's negligent or intentional introduction of
any hazardous substance by Landlord "Hazardous substance" shall be interpreted broadly to
mean any substance or material defined or designated as hazardous or toxic waste, hazardous or
toxic material, hazardous or toxic or radioactive substance, or other similar term by any federal,
state or local environmental law, regulation or rule presently in effect or promulgated in the
future, as such laws, regulations or rules may be amended from time to time, and it shall be
interpreted to include, but not be limited to, any substance which after release into the
environment will or may reasonably be anticipated to cause sickness, death or disease
22. Subordination to MorteaQe Any mortgage now or subsequently placed upon any
property of which the Premises are a part shall be deemed to be prior in time and senior to the
rights of the Tenant under this Lease Tenant subordinate all of its interest in the leasehold estate
created by this Lease to the hen of any such mortgage. Tenant shall, at Landlord's request,
execute any additional documents necessary to indicate this subordination within ten(10)days of
written request by Landlord.
28 Estoppel Certificate Tenant shall, at any time and from time to time upon not less than
thirty (30) days prior request by Landlord, deliver to Landlord a statement in writing certifying
that (a) the Lease is unmodified and in full force (or if there have been modifications, that the
Lease is in full force as modified and identify the modifications), (b) the dates to which rent and
other charges have been paid, (c) so far as the person making the certificate knows, Landlord is
not in default under any provisions of the Lease, and (d) such other matters as Landlord may
reasonably request.
AUKEEN DISTRICT COURT EXPANSION LEASE Page 98
29. Non-Waiver. Failure of Landlord to insist on strict performance of any of the conditions,
covenants, terms or provisions of this Lease or to exercise any of its rights hereunder shall not
waive such rights, but Landlord shall have the rights to enforce such rights at any time and take
such action as might be lawful or authorized hereunder, either in law or equity The receipt of
any sum paid by Tenant to Landlord after a breach of this Lease shall not be deemed a waiver of
such breach unless expressly set forth in writing
30. Miscellaneous.
a. This Lease constitutes the entire agreement and understanding of the
Parties and supersedes all offers, negotiations, and other agreements of any kind There are no
representations or understandings of any kind not set forth herein. Any modification of or
amendment to this Lease must be in writing and executed by both parties
b This Lease shall be construed in accordance with the laws of the State of
Washington Venue and Jurisdiction of any lawsuit arising out of the performance or obligations
of this lease shall be in the King County Superior Court, Norm Maleng Regional Justice Center,
Kent, Washington.
C. If any term of this Lease is found to be void or invalid, such invalidity
shall not affect the remaining terms of this Lease, which shall continue in full force and effect
THIS LEASE IS EXECUTED and shall become effective on the last date indicated
below.
AUKEEN DISTRICT COURT EXPANSION LEASE Page 99
TENANT KING COUNTY
BY.
Ronald Sims, King County Executive
APPROVED AS TO FORM-
BY-
Timothy Barnes, Sr Deputy Prosecuting Attorney
LANDLORD CITY OF KENT
BY
Suzette Cooke, Mayor
APPROVED AS TO FORM-
BY-
Kent City Attorney's Office
AUKEEN DISTRICT COURT EXPANSION LEASE Page 100
EXHIBIT 1
LOT"A": ,
TAX ACCOUNT NUMBER: OOOM-0021-0
LEGAL DESCRIPTION: S W RUSSELL DLC NO 41 PORTION OF SAMUEL W RUSSELL
DONATION CLAIM NO 41 IN HE QTR STR 25-22-04 OAF:BEGINNING AT PCWT S LINE OF
SAID DONATION CLAIM 422 FT WEST OF INTERSECTION OF SAID S LINE WITH LINE
EETW►-EN RANGES 4&5 EAST W.M.-WHICH POINT IS ON E LINE OF KENT,-THOMAS CO RD
TH NORTH ALONG SAID E LINE 220 FT TO TPOB WHICH TPOB IS NW CORNER OF TRACT
C-EEDED TO GAY H ELLIOT UNDER R-ECORDING NO 2368597 TH EAST ALONG 0 LINE OF
SAID GAY H ELLIOT TRACT 149 FT TO W LINE OF TRACT DEEDED TO B.W-ELLIOT BY DEED
UNDER RECORDING NO 2366598TH NORTH ALONG SAID W LINE 144-5 FT TO S LINE OF
CO UNTY ROAD(S 259TH ST)TH WEST ALONG SAID S LINE OF COUNTY ROAD 149 FTTO E
LINE OF SAID KENT-THOMAS CO RD TH SOUTH ALONG SAID E LINE 144.5 FT TO TPOB EXC
FORTIONS CONVEYED TO CITY OF KENT BY DEEDS UNDER RECORDING NOS
73081OD427 &9208031788.
LOT"B":
TAX ACCOUNT NUMBER: 0OCtW-0044-09 i
LEGAL DESCRIPTION: RUSSELL S W-DC#41 N 60 Ff OF S 22O FF OF W i 49 FT OF E
1350.62 FT OF DC LESS ST.
LOT"C":
TAX ACCOUNT NUMBER: 346280-0205-0
LEGAL DESCRIPTION: HORSESHOE ACRE TRS TO KENT POR TRACT 24&POR S W
FUSS131.DLC#41 IN NW OTR STR 25.22-04 OAF:BEG AT INTSN E MGN EAST VALLEY
HWY(AKA CENTRAL AVE)WITH N LN TRACT 24 HORSESHOE ACRES TH N OGAO-16 E
ALONG E MGN EAST VALLEY HWY DIST 160.00 FT TH S 89-44-28 E PLL WITH N LN SO
TRACT 24 DIST 143.00 FT TH W 00-40-16 E PLL WITH EAST WALLEY HWY 205.99 FT MIL TO
MGN S 259TH ST TH EAST ALG S MGN 2 259TH ST 90.07 FT MIL TO PT 187.12 FT W OF E
LN SEC 25 TH S 00-35 50 W PLL WITH E LN SEC DIST 366115 FT TO N LN TRACT 24
HORSESHOE ACRESTH N 89-44-26 W ALG-SD N LN 68.96 FT TH S 0030-26 W 53.83 FT TH
S 45-54-33 E 94.10 FT TH S 00-03-47 W"40 FT TH S 89-35-24 E 128.73 FT TH S 00-07-57
V1114 25 FT TO S LN TRACT 24 HORSESHOE ACRES TH N 89-44-28 W ALG SO S LN 363.79
FT TO E MGN EAST VALLEY HWY TH N 00-40-16 E ALG SO E MGN 318.00 FT TO TPOB.
LOT`D":
TAX ACCOUNT NUMBER: 0006W-0043-0
LEGAL DESCRIPTION: S W RUSSELL D C#41 POR TRACT 24 HORSESHOE ACRE
TRACTS&POR S W RUSSELL DLC IN NW QTR STR 25-22-04 DAF:BEG AT INTSN S 13NDRY
LN SD DLC WITH E LN SEC 25 TH N 89.44-28 W ALG S BNDRY 8D DLC 59.86 FT TO TPOB TI
8 00-07-57 W 2W.74 Fr TH N 8935-24 W 128.73 FT TH N OC-03-47 E 84.40 FT TH N 45-54-33'
W 94.10 FT TH N 00-30-26 E 58.83 FT TO S BNDRY SO DLC TH S 89-44-28 E 68.95 FT TO PT
187.12 FT W O F E LN SEC 25 TH N 00-35-50 E PLL TO SO E LN 368.85 FT MIL TO S MGN S
259TH ST TH E ALG S MGN 102.13 FT'MIL TO PT 85-00 FT W OF E LN SEC 25 TH S UO 35-50
N 367.42 FT TO S LN SO DLC TH 3 89.44 28 E ALG S LN 25.14 FT TO TPOB.
AUKEEN DISTRICT COURT EXPANSION LEASE PO.Q x j O
EXHBIT F:AGREEMENT TO EXECUTE PARKING LEASE d
Exhibit 3—Parking Lot Lease Agreement—E)&-bit I (Legal Descriptions Lots AACA
AUKEEN DISTRICT COURT EXPANSION LEASE
EXHBIT F AGREEMENT TO EXECUTE PARKING LEASE
Exhibit 3—Parking Lot Lease Agreement—Eadubit 2(Depiction of Lots A,B,C,D)
EXHIBIT 2
SOUTH 259TH STREET
-LOT M14
- ice.•.' �a.. i ,/ _
t.OT ODY
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T"CU
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P ase I
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AUKEEN DISTRICT
COURT
KENTAIL
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se III
AUKEEN DISTRICT COURT EXPANSION LEASE
EXHBIT F AGREEMENT'TO EXECUTE PARKING LEASE
Exhibit 3—Parking Lot Lease Agreement Exhibit 3(Depiction of Parking Lots Phases I-V)
EXBBTT G
LEGAL DESCRIPTION OF LOT B
(to become subject to Rider 2 Right of First Offer following acquisition by City of Kent)
The land rdwed to is situated In the County of OV,aty of Kent,State of Washington,and is
described as follows.
That portion of the S.W.Russell Donation Claim,Section 25,Township 22 North,Range 4 East
W.M,In King County,Washngton,described as follows
Beginning at the Mersectlon of the East Kent-Auburn Highway wa the North line of Tract 24,
HORSESMOE ACRE TRACTS TO KW,a=nikV to the plat Vwmf rmorded in Volume IS of
Plats,Page(s)10,records of tang County,Wadibghn;
TH84M North along the East nlar9h of sold Highway,160 fed to the True Point of Beginning;
Tf IWM Forth along the East margh of said Highway 60 feet:
THENCE East 149 feet;
TMNCE South 60 Feel;
THEMM West 149 feet to the True Font of Beginning;
OCCEPf the West 6 feet ameyed to the City of Kett under Recording No.73OW10016,a to
reoordhg of Recording No.73a1250009.
MATE in the Cotonty of King,State of WasHngmn
ABNREVIAIM lE•G L i
Portion of the Norte grerterof the Nor&nest quarter or Section 2s,Tommo 22 moo, _
Rage 4 East,W.M.
TweAomunt No. 000fi60-p09
AUKEEN DISTRICT COURT EXPANSION LEASE
Exhibit G: Legal Description of"Lot B"
REQUEST FOR MAYOR'S SIGNATURE
1KENT Please Fill in All Applicable Boxes
WASHINGT ON
Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT)
Originator �^ Phone (Originator): 5 (p
Date Sent: I Z -1-7 - 0� Date Required / z -1 —Q 6
Return Signed Document to 1NA 4� CONTRACT TERMINATION DATE: 2w& $(J - 1,8)
VENDOR NAME: DATE OF COUNCIL APPROVAL:
Brief Explanation of Document:
�av
RECEIVED
a
cry or rxen
All Contracts the Law Dep @tof the Mayor
(This Area to be ComIlAted By the Law Department)
DEC L-,U0
Received:
Approval of Law De KENT LAW DERV ✓�
Law Dept. Comments.
?.Paw ('6kui-� p.1Lk- C3 ) `1 k orsc� ELLS A-0 1
See ' e�
Date Forwarded to Mayor•
Shaded Areas to Be Completed by Administration Staff
Received:
Iz-h UG
Recommendations & Comments:
Disposition:
-t6
Date Returned µ. S
Iage5870 • 3,/05