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Home My WebLink AboutLW16-147 - Original - KV Industrial LLC - 208th St Skybridge Easement (Amazon) - 04/18/2016 or ❑ Mana r .® r g m"e I � KENO' W A 3.III NO TO N roni r' ""'`"fie'df2/R'JcG7i a+?+^✓ �. D o Ab,.,u e n t, COHYRACT COVER SHEET This is to be completed by he Contract Manager prior to submission to City Clerks Office Aii portions are to be completed. If you have questions, please (contact (City C leriv°s Office. Vendor Name., I U5+Yf I , LLB Vendor Number. JD Edwards Number Contract Number; L I LL°' N1 This is assigned by City Clerk's Office Project Name.- + Description: Interlocal Agreement ElChange Order [IAmendment ❑ Contract ROther: l Contract Effective Date., H i ml 1 U Termination Oaks., 111711 1 L ....... Contract ReneyFal Hotice (Days). Number of days required notice for termination or renewal or amendment Contract Manager.- Y, OMD DePartm8rlt-- , L6W Contract Amount., Approval Autho ty: ❑ Department Director *ayor E]City Council Detail: (i.e. address, location, parcel number, t ag id, etc.).- 19.E adccWI0877_8_14 REQUEST FOR MAYOR'S SIGNATURE a T Print on Cherry-Colored Paper KEN Routing Information, (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) Approved by Director Originator: Kim Komoto Phone (Originator): 5788 Date Sent: 4/15/16 Date Required::ASAP Return Signed Document to: Kim Kom oto Contract Termination Date: VENDOR NAME: Date Finance Notified- (Only required on contracts N/A KV industrial, LLC $20,000 and over or on any Grant) DATE OF COUNCIL APPROVAL: N/A Date Risk Manager Notified:N/A (Required on Non-City Standard Contracts A reern e nts) Has this Document been Specif' aUl Account Number: Authorized in the Buclq t? C)YES NO Brief Explanation of Document: These documents are related to the Dedication of 208th Street, Skybridge Easement (Amazon) Real Estate Excise Tax Affidavit for Quit Claim Deed Airspace Easement Reservation Agreement RFrn=n/r:n -— ,ftw, "ft N V somm Lao All Contracts Must Be Routed Through The Law Department (This area to be completed by the Law Department) Received: Approval of Law Dept.: KENT LAW DEPT. L Law Dept. Comments: Ju Date Forwarded to Mayor: 1181lu -1---T.................... Shaded Areas To Be Completed By Administration Staff Received: Recommendations and Comments: Disposition: Date Returned: API? 18 �016 G ffTy7s�Apavre-.do. 77 WHEN RECORDED RETURN TO: City of Kent 220 Fourth Avenue South Kent, Washington 98032 Attn: Engineering/Property Services Grantor: KV Industrial, LLC Grantee: City of Kent Abbreviated Legal Description: Tract B, Pacific Gateway Div. IV, rec. # 20140506000383 Additional Legal Description on Exhibits A and B Assessor's Tax Parcel ID No. 660007-0290 STR: 02-22-04 Project Name: MBA: Site Utilities Disconnect Permit No. RECC 2121134 QUIT CLAIM DEED THE GRANTOR, KV Industrial, LLC, a Delaware limited liability company, for and in consideration of mutual interest conveys and quit claims to the CITY OF KENT for any and all municipal purposes including right of way, the following described real estate, situated in the County of KING, State of Washington, including any after acquired title: See Exhibits A and B attached hereto and incorporated herein by this reference. SUBJECT TO all easements, restrictions, covenants and agreements set forth in that certain Airspace Easement Reservation Agreanent dated , 2016, by and among the City of Kent, KV Industrial, LLC, a Delaware limited liability company, KV Industrial 2, LLC, a Delaware limited liability company, and Amazon.com.dedc, LLC, a Delaware limited liability company, recorded concurrently with this Quit Claim Deed. [SIGNATURE ON FOLLOWING PAGE] Page 1 GRANTOR. KV INDUSTRIAL, LLC, a Delaware limited liability company By: LIT Industrial Limited Partnership, a Delaware limited partnership, its sole member By: LIT Holdings GP, LLC, a Delaware limited liability company, its general partner By: Lion Industrial Properties, L.P., a Delaware limited partnership, its sole member By: LIT GP Sub, LLC, a Delaware limited liability company, its sole general partner By: Lion Industrial Trust, a Maryland real estate investment trust, its sole member and manager By: Name�--' St bey Ma e *d Title: or V'ce President Date Signed: u — --- [ACKNOWLEDGMENT ON FOLLOWING PAGE] Page 2 STATE OF TEXAS ss COUNTY OF DAIL— I certify that I know or have satisfactory evidence that Stacey Magee is the person who appeared before me, and said person acknowledged that she signed this instrument, on oath stated that she was authorized to execute the instrument and acknowledged it as the Senior Vice President of Lion Industrial Trust, a Maryland real estate investment trust, as the sole member and manager of LIT GP Sub, LLC, a Delaware limited liability company, as the sole general partner of Lion Industrial Properties, L.P,, a Delaware limited partnership, as the sole member of LIT Holdings GP, LLC, a Delaware limited liability company, as the general partner of LIT Industrial Limited Partnership, a Delaware limited partnership, as the sole member of KV INDUSTRIAL, LLC, a Delaware limited liability company, to be the free and voluntary act Of Such party for the uses and purposes mentioned in the instrument. DATED: 111�r,' ] 7 2 61 ,FWUNLtkn ...... PATRICIA ANN: BAUMGART Notary [Yubl' for theSj e of Texas Notary Pubi1c,state,of Texas 10 residing at Comm.Expires 06.20-2019 Notary ID 807819-9 Print name: 11111yj�rIfl.G A J1 ,I he r,,- ton Commission eXp1res:L-2Z.---'— Page 3 EXHIBIT"A" LEGAL DESCRIPTION TRACT B DEDICATION Tract B of Pacific Gateway Division IV Binding Site Plan Amendment, recorded under Recording Number 20140506000383, records of King County, Washington; Containing 37,987 sq. ft. more or less. oR S. BAN WASy�y� � o V7 Z 45789 % sip FO I S T IL ��1 LAND DATE SIGNED 4/8/201 Project Name: Pacific Gateway April 8,2016 TSL 15200L 039-Tract B Dedication.doc EXHIBIT LOB" 10 p1 CRC GATEway DII` MON IJy MC O M 9'TE PLa NODOMAYMN REC. Cam-V��'+;✓�'u/��:J�JW 4.''� "�,�, may✓y_,��p'17,y^l r �^ �; f �1 .,..�g�q /✓'/,///,//' f✓://'� JFf/,✓''.✓„'r,/ i1'A ',�„ i / ; f ✓, ✓f A , �7. 4� 1 137,987 SQ. FT, CD w ME W L07 I P/%C lFd (maT EW Al co WE PLAN NO. 20110190 (009 � �5789 DATE f r SIGNED ' /8/2Q16 SCALE: JC�B NUMBER HORIZONTAL 1"=150' VERTICAL N/A PACIFIC T 15200 W4A 18215 72ND AVENUE SOUTH KENT, WA 98032 1'5200L,OJ9.DOC co ` (425}251-6222 425 251—8782 FAX PACE I e " " CNIL ENGINEERING„ LAND PLANNING„ SURVEYING, SIT '�✓ pk1 11'GEVG ENVIRONMENTAL SERVICES. P7ATE Departs ent:of Revenue "IazhmEwn St Gte REAL ESTATE EXCISF TAX AFFIDAVIT 'I his ibrin is yoltr receipt I FASF'Pi"PI2()R PION"] 0]AP YFR 82.45 RCW -("I 1APTER 458-61 A NVAC w1unin sitillpod by clsllicr. THIS AFFIDANITNN ILI, L'NLESS ALL AIM AIM AS ON AI 1,PA(F�; S A L IZEFUIA I OxII'Ll,""IT'D (See lm(k M 111m fol insawtum") box ij lme-1 11tia1Ile na o�iiu ....... ILI ill Ll 11! LC r--%.'i s 1. c,ell eu,--1,2n lia" 1! .1-0 'dan al c tDim ftl Ar i-1 t 1,1 ............... MureCit Went ........ ............ Nfailing Addi eis�Jl 5-FL(Jjwrua -10or Nfiilita�Address 220 I'mirth Avenue South ................. 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Select Land Use Codc(s): List all personal propolly(mligiblia and intangible)inelankd in selling 145-HqhNay and atFGCO Wjhl of w8y price. enter arty additional codus:-_ (See back of last jmge for V ES tit:) Is this propelty exclupt Morel ptopc I ly lax per Chaplet. El El 8,1_16 RCW(novprofiT cirpnizalion)? YFS N 0 Il"clainling ojjj exetjjptioti,list WA(, number and lesson f'or C.Neniption: is IN s prqva ty design igna Lead as Thrust hit id par diciyarc r 84 3 3 R(w%V? F1 El fs 111 is pno1w ny C 41 S5 i IiM a s a I I I ell[k e;'a g ojisa I I Space,1:It To ll I ad [3❑ r7l WAC No.(Section/Subsection)...-�-5_S--GIA205p4I a[,c icki I suml,o;I i a nbcr)I a lit]pv r chapte r 84 3 V Rcliscall for exemption I,0 1 is prinIx my ruoiry it rg sj m:i,I I c'a lua fi(n I a"',h isto tic a I I n ol m ty El ID Transfer to governnierl agency for public,use. lea.rdiapter 84.26 RCW? I LanY answelssiv yes,compUe,its installoed[Mm (I)'sOTICt,.oL-CONTINUANCE ORCURRE.N"FUSE) T pc of Document Qtjft('Jaflrn Deed NlydVlicanr OWNER(S):-lb coutinuo ih,�cialrew grsltioll aS fmcm land or as currant uso(open space,filluland agriCulllir':'ur flniber)lii[11 Dille of Docitillerm )o itustsii o ca; y J it!Cn 1wsserlls ' Iinic —------- 1:1ul lmnsfcncnd cuonfinbuelmto clu ItIount i11eiliu then iILACbl if 3 . y (iros ScHiri Price S 000 yw ysgm IfIIle Ill no loug'cl,�juali fics ol you do not w irrdi to com i mw lite desig8m fion or 'Personal Proporty(deduct) S_ classification.it will be removed and the comp(waflng,or addilional inxes will Exeinp6oll chimed(clecluct) $ tine lax'91110 Sc�lling li�riCi� S............ 0-00 more ii1formition, Fxcv' e Tax:Stoic S 0A0 I his Lilac] odkws [,]dcms not quald'y for c ont in wl lice, 0 Cow Local S 0,00 ............ Delinquent lwele3T,State S DA I F. I Celli (2)N(Y1 ICE PROPERI Y) 1'enally S. Nl-'%V OWNII�(S):To continue specill VUIU:16011:is hiStolic,I)MITrly, sign(3)below.IfTlic,new ow ncr(sM doey vol vekll to m1firlue,all Subtowl S___ d:ddidcmul an calculated pinsuant an cNipwr 84.26 RCW.shall be dwand 'Suike Technology Fee S........ payable by ilw seller or transleror iii di drue ol'saic. " fidavit Procsi" ng Fee (3) OWNER(S)SIGNATURE Al" S' -.....................-- Total Due S—_-.......... Ill?I NT NA Al E A IwIININLj.NI OL$10.00 IS i)LP,IN X(S)ANIVOR TAX I SET'INS I R'rjC'IONS .............. I RR(I I-'Y C 1N f)E R I E.N A LTY 0 F I I I t J L I V'I'l f 'I,j-I I I, I �,(;OING IS fRUE AN A. simature ol, Signature of, SER ATTACHED SIGNA,rURE Grantee or Gramlee',u Alva Name(priw) Nanic�Iaviuf) -40 -------- DnW S'a c itY of's ign ill-t4: Diae S-,city of'sign.ig: ...... Perjui-y:l'o-cary isilebsSC McanywIllell ispavighalilt:by imptisojimont in[lie tale clarrectilmal insliftilion fim, Traximul I 1cranof'not more this fi%vyiajrs,or lay ).oTb b fine in�,inamL��vtit fixed —0 imprisonment waid fine iRM 9A.20.020 RFV 84 000lav(2/2SR3) 'I I llS SPACH-TREASURER'S USE ONLY ('0UN I'Y TREASURER KV INDUSTRIAL, LI-C, a Delavvare limited liability company By: LIT Industrial Limited Partnership, a Delaware limited partnership, its sole menibcr By: I. Holdings GP, J..AC, a Delaware limited liability company, its general partner 13 y: Lion Industrial Properties, a Delaware limited partnership, its sole member By: I..I"I'CiP Sub, LLC, a Delaware limited liability company, its sole genenal partner ) By: Lion IndUstrial Trust, a Maryland real estate investment trust, its sole member and manager 'Lu V Name: Stac , Magee Title: Senta Vice President Date Signed: ------- C WHEN RECORDED RETURN TO: McCullough Hill Leary, P.S. 701 Fifth Avenue, Suite 6600 Seattle, WA 98104 Attn: Courtney Flora Grantor: City of Kent Grantee: KV Industrial LLC;KV Industrial 2 LLC Abbrev.Legal(Grantor): Portion Tract B,Pacific Gateway Div. IV,BSP Modification recording #20140506000383 Additional legal description on Exhibit C Abbrev.Legal(Grantee): Lots 1 and 10,Pacific Gateway Div.IV,BSP Modification recording #20140506000383 Additional legal descriptions on Exhibit A and Exhibit B Grantor Assessor Tax Parcel#: 660007-0290 Grantee Assessor Tax Parcel#s: 660007-0100;660007-0010 AIRSPACE EASEMENT RESERVATION AGREEMENT This Airspace Easement Reservation Agreement(this "Agreement") is entered into as of ,2016 ("Effective Date"),by and among the City of Kent("City"), KV Industrial, LLC, a Delaware limited liability company(together with its successors and assigns, "KY'), KV Industrial 2, LLC, a Delaware limited liability company(together with its successors and assigns, "KV2", KV and KV2, together with their successors and assigns, are sometimes referred to collectively herein as "Grantee")and Amazon.com.dedc, LLC, a Delaware limited liability company(together with its successors and assigns, "Tenant"). Recitals A. KV owns the real property legally described in Exhibit A hereto (the "KV Property"). B. KV2 owns the real property legally described in Exhibit B hereto (the "KV2 Property"). C. KV dedicated the real property legally described in Exhibit C hereto ("Tract B") to the City of Kent for municipal purposes (including right of way), pursuant to a Quit Claim Deed recorded concurrently herewith, which dedication was made subject to an easement reservation ("Reservation")to KV for the purpose of constructing, maintaining and using a skybridge and other improvements over, across and through that certain airspace above Tract B legally described in and depicted on Exhibit D hereto ("Easement Area"). Page 11 D. KV agreed to dedicate Tract B to the City partly in consideration of the terms and conditions set forth in this Agreement, and the City agreed to accept the dedication of Tract B subject to the Reservation and the terms and conditions herein. E. KV has leased the KV Property to Tenant and KV2 has also leased the KV2 Property to Tenant. Agreements NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Grant of Easement by City to KV and KV2. City hereby acknowledges, for the benefit of KV and KV2, an exclusive easement for the purposes of constructing, maintaining and operating a skybridge or overpass between the KV Property and KV2 Property ('Bridge")over, across and through the Easement Area has been reserved in perpetuity for the benefit of KV and KV2 pursuant to that certain Quit Claim Deed dated , 2016 and recorded in King County, Washington as document number 2016 . The Easement shall be a burden upon the Easement Area and Tract B and shall be appurtenant to and for the benefit of the KV Property and the KV2 Property. The grant of the Easement herein hereby includes, without limitation, (a)the right to construct, reconstruct, repair, replace, alter, upgrade, inspect, monitor, maintain, operate, use and remove the Bridge and the improvements therein ("Improvements")and utilities; (b) the right to permit use of the Bridge to move and transport goods, equipment and materials between the KV Property and the KV2 Property and for any other use permitted by law; (c)the right to permit use of the Bridge by KV, KV2 and Tenant and their respective employees, agents, affiliates, contractors, customers, vendors, suppliers and invitees(collectively, "Permittees") for access, ingress and egress and for any other purpose permitted by law; and (d)the right to use Tract B as reasonably necessary to construct, reconstruct, repair, replace, alter, upgrade, inspect, monitor, maintain, operate, use and remove the Bridge and Improvements. 2. Maintenance. KV covenants and agrees to keep the Bridge and Improvements in good and safe condition and to maintain and repair the Bridge and Improvements in compliance with all applicable laws, at its sole cost and expense. 3. Temporary Closures. Grantee shall have the right to temporarily close all or a portion of Tract B, if required, in Grantee's reasonable opinion, to exercise Grantee's rights and obligations under this Agreement, provided that,except in the event of an emergency, Grantee shall provide City with ten (10) days prior written notice of any such closures. 4. Liability 4.1 For as long as the leases of the KV Property and the KV2 Property to Tenant remain in full force and effect, Tenant hereby agrees to defend, indemnify and hold harmless City, its officers and employees ("Grantor Parties") from and against any and all claims, losses, damages, liabilities, suits, actions, settlements, costs and expenses, including without limitation, injuries to or death of persons and damage to or destruction of property Page 12 (collectively, "Claims"), which arise out of or relate to the use of the Bridge and Improvements by Tenant or any of the Tenant Parties (defined below) or by any Pennittees of Tenant or the Tenant Parties; provided, however,that Tenant shall not be required to indemnify, defend or hold harmless City and/or the Grantor Parties from any Claims to the extent such Claims arise out of or relate to the gross negligence or willful misconduct of City and/or any of the Grantor Parties and/or anyone claiming by,through or under City and/or any of the Grantor Parties. 4.2 Grantee hereby agrees to defend, indemnify and hold harmless City and Grantor Parties from and against any and all Claims, which arise out of or relate to the physical condition of the Bridge and Improvements and/or the construction, maintenance, use or repair of the Bridge and Improvements by Grantee or any of the Grantee Parties(defined below)or by any Permittees of Grantee or the Grantee Parties; provided, however, that Grantee shall not be required to indemnify, defend or hold harmless City and/or the Grantor Parties from any Claims to the extent such Claims arise out of or relate to the gross negligence or willful misconduct of City and/or any of the Grantor Parties and/or anyone claiming by, through or under City and/or any of the Grantor Parties. 4.3 City hereby agrees to defend, indemnify and hold harmless Grantee, Tenant, and their respective members, owners, directors, officers, employees and lenders ("Grantee Parties" or"Tenant Parties,"as applicable) from and against any and all Claims which arise out of or relate to the physical condition of Tract B (other than the Bridge and Improvements) and/or the maintenance, use or repair of Tract B (other than the Bridge and Improvements) by City or any of the Grantor Parties and/or anyone claiming by, through or under City or any of the Grantor Parties; provided, however, that Grantor shall not be required to indemnify, defend or hold harmless Grantee, Tenant,the Grantee Parties and/or Tenant Parties from any Claims to the extent such Claims arise out of or related to the gross negligence or willful misconduct of Grantee, Tenant or any of the Grantees Parties, Tenant Parties and or their respective Permittees. 4.4 The provisions of subsections 4.1, 4.2 and 4.3, above, notwithstanding, in no event shall City, its officers, employees or contractors be liable or responsible for any damage or loss to the Bridge or Improvements resulting from the public's use of Tract B or the Easement Area, 5. Duration. The Easement shall be perpetual; provided, however that if Grantee abandons use of the Easement Area for a continuous period of thirty (30) months, City may provide notice to Grantee that the Easement will terminate six (6) months from the date of such notice and KV shall remove the Bridge and Improvements within such six(6) month period, at its sole cost and expense. 6. Use Restrictions. Unless terminated sooner pursuant to Section 10 below, the Easement is for the exclusive use of the Grantee and Permittees. City shall not make any use of any portion of the Easement Area and shall not permit or suffer to be placed, erected or maintained any improvements or vegetation within the Easement Area or Tract B, including without limitation any structures, poles, wires or trees,that would interfere with Grantee's or any Permittee's use of the Easement Area. City shall not encumber the Easement Area with any Page 13 covenants, conditions or restrictions or permit or suffer to exist on the Laserrient Area any improvement, structure or activity that would interfere with the casement rights -ranted herein or make more costly the construction and operation ofthe Bridge and Improvements. Notwithstanding anything herein to the contrary, if the acts or omissions ol'City result in any damage to the Bridge or- Improvenictits, City shall ixty to Grantee, within thirty (30) days of demand thercibr, the reasonable costs incurred by Grantee in repairing such damage. Z:� 7. Notices. All notices, approvals, consents, I-CCILICStS or demands required or permitted to be given or served by any 1)arty to this Agreement shall be in writing (unless otherwise expressly set forth herein to the contrary) art(] shall be delivered: (i) personally,, (ii) by depositing with the United States Postal Set-vice, postage prepaid, by registered or certified mail, retL11-11 rCCCij)t requested, (iii) by as n,ationally recognized overnight delivery service providing proofol'delivery, or (iv) by email delivery provided ('01'delivery pursuant to this ClaUSL (iv) a COI)y is also, sent IRII'SLIZ111t,to either clause (i), (ii) or(iii) above, and in all SUCII CVC11tS, properly , addressed to the addresses set forth below. In order to be 01'ective, such notice, approval C011SCUlt, ITC)UeSt or demand made to Tenant must also be sent to napps-propingynt nwarriazon.com., legal-Lls-realestate@aiiiazon.coi,n, and na-realestate@aniazon.com. usin- the subject line--.lie:. BF14/5. Either party may by notice given aforesaid change its address for all subsequent notices. Except where otherwise express]), provided to the contrary, notice shall be deemed giVC11 UI)OF) delivery or when delivery is refused, Ifto City: City ol'Kent 400 W, Giowe Street Kent'. WA 98012 Attu: Public Works Engineerino If to Grantee: KV Industrial, LLC c/o Clarion Partners 1717 McKinney Avenue Suite 1900 Dallas, '_FX 75202 Attn: Stacey Magee with o copy to: KV 111CIUStrial, LLC c/o IDS Real Estate Group 515 SOLIth FigUcroa Street Suite 1600 Los Anucles. A 90071 Attn: David G. Morublian 11"to ,amazon: Amazon.com.dedc I..,LC c/o Aniaz(an.corri, [tic. Attention: Real l3state Manager(NA Ops/BF14/5) I aarc N4 410 Terry Ave. N Seattle, WA 98109-5210 Telephone: (206)266-1000 with a copy to: Amazon.com, Inc. Attention: General Counsel (Real Estate/BFI4/5) 410 Terry Ave. N Seattle, WA 98109-5210 Telephone: (206)266-1000 8. Covenants to Run with the Land. Each and every easement, covenant, condition, restriction and agreement contained herein shall (a) constitute a covenant running with the land in favor of the land thereby benefitted and against the land thereby burdened, (b)bind every person holding any fee, leasehold or any other interest in any portion of the land burdened thereby, and (c) shall be effective against any owner who acquires title by a judicial foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise. 9. Governing Law: Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. The parties hereby agree that jurisdiction and venue for any action commenced to enforce this Agreement shall be the County of King, State of Washington. 10. Termination for Cause. Should Grantee fail to properly maintain the Bridge and Improvements as required in Section 2 above, and City reasonably determines that such failure poses a danger to public health, safety or welfare ("Safety Hazard"), City shall provide specific written notice of such defect or defects ("Safety Notice") to Grantee and Tenant as provided herein. Grantee shall have five (5) business days from receipt of a Safety Notice to provide City with a commercially reasonable statement of Grantee's plan to remedy the Safety Hazard identified therein, and shall take reasonable steps to complete the same within ninety (90) days following the initial five business day period; provided, however, that if more than ninety (90) days are reasonably required to remedy the Safety Hazard, then Grantee shall commence to remedy the Safety Hazard within the ninety-day period and diligently pursue such remedy to completion. Notwithstanding the foregoing, if a Safety Hazard identified in a Safety Notice poses an immediate danger, Grantee shall use commercially reasonable efforts to temporarily remedy the Safety Hazard within five (5) business days from receipt of the Safety Notice. and shall thereafter commence to remedy the Safety Hazard as soon as reasonably possible and diligently pursue such remedy to completion. If Grantee fails to provide City with a plan or implement a temporary remedy if the Safety Hazard poses an immediate danger within five (5) business days from receipt of a Safety Notice, as described above or fails to remedy a Safety Hazard within ninety(90) days following the initial five-business day period described above (or longer if more than ninety (90) days are reasonable required to remedy the Safety Hazard), all as described above, then in the event that City sends a second written notice to Grantee and Tenant, which notice shall specify in caps "YOUR ATTENTION IS REQUIRED, GRANTEE'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER AN EASEMENT AGREEMENT IS Page 15 POSING A DANGER TO PUBLIC HEALTH, SAFETY OR WELFARE. IF GRANTEE FAILS TO COMMENCE PERFORMANCE OF ITS OBLIGATIONS WITHIN FORTY- EIGHT (48) HOURS, GRANTOR SHALL EXERCISE ITS RIGHT TO TERMINATE THE EASEMENT.", then if Grantee fails to commence, diligently pursue or reasonably object to the required action described in Grantor's notice within forty-eight (48) hours, Grantor may elect to terminate this Easement and take such reasonable steps as City deems necessary to remedy the Safety Hazard, including, but not limited to, removal of the Bridge or Improvements, and charge the reasonable costs incurred by City in removing the same, to Grantee. In the event City elects to terminate the Easement as described herein, the Easement and any of the associated rights and obligations shall be of no further force and effect, and City shall be entitled to record a Termination of Easement with the King County Recorder's Office and remove any of Grantee's Improvements, including the Bridge, remaining within the Easement Area. 11. Attorneys' ees. In the event of any controversy, claim or dispute arising out of or relating to this Agreement or any breach thereof, the prevailing party shall be entitled to recover from the other party expenses actually incurred resulting from the controversy, claim, dispute or breach, including but not limited to reasonably attorneys' fees and costs. 12. Time of Essence. Time is of the essence of each and every teen, condition, obligation and provision hereof. 13. Recording. This Agreement shall be recorded in the County Recorder's Office of King County in the State of Washington. 14. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. 15. Amendments. For as long as the leases of the KV Property and the KV2 Property to Tenant remain in full force and effect,this Agreement may be amended or modified only after the parties have received Tenant's prior written consent to the proposed amendment or modification. 16. Third Party Beneficiarv. For as long as the leases of the KV Property and the KV2 Property to Tenant remain in full force and effect, City hereby acknowledges and agrees that Tenant is intended to and shall be a third party beneficiary to this Agreement. Tenant shall have the right to directly enforce the provisions of this Agreement against City. [remainder of page intentionally left blank] Page 16 1_? 1 C Ul"I"D by the undersigned as of the tags set forth below. CITY OF KEN'r APPROVED AS 'TO l+OIZM: try_ print 11, le I)rint name IAV 0 -• V1 Title.. _. � Tile sicl: a C( � A-�f&ne t _- S"1'ATI C`tI° WAS]IllvfCrTON ) ) ss COUNTY OFKl-NG I certify that I know or have satisfactory evidence that; is the person vvlto appeared before me, and said personacknowledged that Es he si=lled this irlstrtment, on oath state e was authorirecl to e;vecnte the instrument and ac knoNvled ed it as the of'the CITY Ol" KENT to be the free and v011.111tary act Of"sticll part), for the asses and lRn1-l7OSes mentioned in the instrUnwilt. � . '. BR/ ` Notary I' tic in and fbr the !tate of Wash ligton w °r - ,•, residin- at � Print name: A'}., F 4 Commission expires: iNiY��4�M 11aq c ! 7 EXECUTED by the undersigned as of the dates set lorth below. GRANTEE: KV Industrial, LLC, a Delaware limited liability company, its sole member By: LIT Industrial Limited Partnership, a Delaware limited partnership, its sole member By: LIT f loldings GP, I. a Delaware limited liability company, its genera] partner By: Lion Industrial Properties, L.P., a Delaware limited partnership, its sole member By: LIT GP Sub, LLC, a Delaware limited liability company, its sole general partner By: Lion Industrial Trust, a Maryland real estate investment Mist, its sole member and manager By: Name: cey Make Title: Senior Vice P esiden(�t Date Signed:_ A2 Pa c 8 )ENV Industrial 2, LLC, a Delaware limited liability company By: ITV Industrial, LLC, a a Delaware limited liability company, its sole member By, LIT Industrial Limited Partnership, a Delaware limited partnership, its sole member By: LIT 1-foldijigs GP, LLC, a Delaware limited liability company, its general partner By: Lion Industrial Properties, L.P., a Delaware limited partnership, its sole member By: LIT GP Sub, LLC, a Delaware limited liability company, its sole gencral partner =1 By: Lion I]ICIUStt-ial Trust, a Maryland real estate illVeStIlICIlt trust, its sole member and 111allagoel, j I By: Uk Name: C ce Mage I Title: Senior Vice I 's,'dent Date Signed: Page 19 State of Texas County of ar , t On t-, 7 before :tne, r�rr 1 �<tt�}! �tr a Notary Public, personally appeared i0jar-ev wh- pfloved to fine on the basis of satisfactory evidence to b� e tile pers (s) whose name(s) Ware subscribed to the withiri instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY 01 PI7RJLiRY tinder the laws of the State of Texas that the foregoing paragraph is true and correct. WITNESS n-iy hand and official seal. �wyk,flYYAlI!! I�ATt�I IA�� MGARt `w � 'q I(ptt r}f F 4ar31AC,Sff7t[Q Of Texas wr y. Camrn,Expires Od-20-2019 9-9 Si-nature 5d(h,NAMJ State of"Texas ) County of On 1ry1, � , before me, - 'let" elk � r try�—� , a Notary Public, pees rally appeared _, who provad to me on the basis of satisfactory evidence to be the ]erson(s) ikhose name(s) is/are subscribed to the within instrument and acknowledged to nee that he/she/they executed the sane in his/her/their authorized capacity(ics), and that by his/her/their signature(s) on the instRiment the person(s), or the entity upon behalf of which the person(s) acted, executed the; instrument. I certify sander PENALTY OF PERJURY under the laws of the State of Texas that the foregoir-g paragraph is true and correct. WITNESS nay hand and official sea]. �4fffllarall/ls pATRICIA ANN BAUM ART 1 � 'm +ape s FNotary p at'v' uYalVa,State at Texas Comm.Expires 06-20 201 ? Signaturet� ti' J",quj)) Notary ILA 807814 9 �10 EXECUTED by the undersigned as of the date set forth below. TENANT: AMAZON.COM.DEDC LLC, A 1 Delawa—zlin bi t Zpany By: 7 Nariie: Rick DiedAch ................... Title: Vice President , Date Signed: STATE OF WASHINGTON ) ss COUNTY OF KING I certify that I know or have satisfactory evidence that Rick Diedrich is the person who appeared before me, and said person acknowledged that(s)lie signed this instrument, on oath stated that(s)he was authorized to execute the irlStrLIMellt and acknowledged it as the Vice President of AMAZON.COM.DEDC LLC to be the free and voluntary act Of SLICh party for the uses and purposes mentioned in the instrument. DATED: 20 1 Notar Public in and for tfichtate of Washington residing at Seattle q7 y Lu:. 0 Z; Print name.Rebel cah Gra Commission expires: 0 SIN Pa C I11 EXHI BIT"A" LEGAL DESCRIPTION "KV PROPERTY Lot 10 of Pac,tic Gateway Division IV Bidding Site Plan Mod'ficaticn,reco.dcr,und-ar Recording Numter 20140506000383,records of Kirg County,Washingtor. r O� 5 ILA 'd A 5I,��T� ! o q 4.57$9 of, L AHD SIGNED 4/1/2016 Pr&ect wane: W lndus'rial 2 Fprl',2C=5 15200L.L62.doc Page 1 of 1 TSB Page IA-1 EXHIBIT"B" LEGAL DESCRIPTION "KV2 PROPER—1 Y" New Lot 1 of Pacific Gatev.,ay Division IV Bindirg Site Plan Modification,recordod under Recording Number 2014C506000383,records of King County,Washington. oR S' `qN �J F WRSy �'T ss/O Fyf 5 j GCE. S�� yq 1 L p�10 DM E s7cveo 4M2O16 Project Name: KV.rdustda12 eAprU 1 2016 15200L.061.doc ?sge 1 of 1 TSL Page IB-1 EXHIBIT"C" LEGAL DESCRIPTION "TRACT B" Tract B of Pacific Gateway Division IV Binding Site Plan Modification,recorded under Recording Number 20140506000383,records oP King County,Washing lot). 0 F q 45789 f I L ANO �cn o 4/1/2016 Frojaci Name: CV lndjstrial 2 April 1,2016 152COL060.duc °age 1 of 1 TSI. Page IC- 1 EXHIBIT"D" LEGAL DESCRIPTION 'EASEMENT AREA" That purtion of Tract B of Pacific Gateway Division IV 3inding Site Plan Modifica!ion,recorded under Recording Number 20140506000383,records of King County,Washirg'on,more par'icularry described as follows; COMIMEKCING at the Southeast correr of Lot 10 of sald Bircing Site Plan Modification; THENCE South 39°59'35" West, 229AII feet alcrg the Sautn lice of said Lot 10 to the TRUE POINT OF BEGINNING: THENCE South 00"00'04"West,61.00 feet to the Noah line of Nety Lot 1 of said Binding Site Plan Modification; THENCE Sotith E9`59'36"West.21.91 feet along said North line: THENCE North 00°OC'04"East,61.00 feet to said South line; THENCE North 89°59'36" East, 21.91 feet along said SOLth line to the TRUE POINT OF BEGINNING. 5 r F WAS*,, 'A �a O F 45739% DATE L D 4J1i2016 Projact Name: KV Industrial 2 Ap:I 1.2016 15200L.363 doc PLge 1 of 2 TSL Page JDA EXHBIT "W-CONTMED PACIFIC GATEWAY DIVJBION V mcDlFJcATfQN REC. NO. 2"14050600C3aS LG f 10 0 KV INIDUal"RIAL L L C S. EXISTING FUIL)ING '�JINF OF `-- SB9'59"35V 229.1 v so. RA C-r B N8T59'35'E ;_S0YOW04V 208TH ISTREE'r M4'cT0R -:,SEf'['4T ,%RCA= 4,710 T.RC.B. NEW LOT I KV JINDUSTRIAl- 21, ;-LC � N. LNE EksiiNc qjL.7or,,G K'89'59'57 457 9 GRAPHIC SCALE 50 00 200 IOU Fl T 76"F7; For: HCR'ZONFAL 1"=100' 'IER;�AL t,-1A PACIFIC 15200 C,H A tj 182t, 7210 A%175T—scluli, y lq- W)' IV 0 KENT, VJA 98C32 GATEWAY �36 OTC' & -4 4V251-6222 N5)2311-8782 r,,x Title: SHEET CML EN'GINMMG. LAND CONNECTOR c f 140to�- PLANNING. SURVEYIN3, EASEMENT ENVIRCNMEN7/r cl'RVI' of DLSIGNED _ ES 'S — XXX DRAWN AMA CHECKE0 vgi DATE �2Z1 5 lq Page JD-2 R1:QU ST 1'OR PARTIAL L REC°C)NV1 YANC F. ro: First American"Title Insurance: Company, 'Trustee p Wells Fargo Bank,National Association, a national banking association (" Lencic,r") is the legal owner and holder of the Promissory Note dated :1 UIC 12, 1013 in original princilaal amount of $21,140,000.00 ("Note") e,xeeuted by K'V Industrial, LLC;, a Delaware limited liability comp,,.ny ("Borrowea"), secured by that certain Deed of Trust among Borrower (as Grantor), Lender(as Beneficiary), and First Anicrican "I'itic l:tasurance Company (as 'frustee) dated Jude; 1.2, 2013 and recorded under recording No. 20130613001. :51, Records of King C:orrtaty, Washington. You are hereby requested to reconvey, without warranty, to the person(s) entitled thercto, all ric lit, title or interest now, held by you thereunderin and to that portion of the real property described in said Deed of Trust, situated in King County, legally described in Exhibit A attached. hereto and depicted in Exhibit B attached hereto ("Release d T'3�c7p y"}. I.3ATE'D this .. ,...__ day ofw .. r l _......_ _, 201 G. BE'NEFICIAr,'Y: WELLS FARGO BANK., NATIONAL ASSOCIATION, fION, a national banking association y: , .., Print nanrie. �99 ta�a �q `isle: [AC'1C NOW LJ. I1)GM1 N'r ON l;ClLl,C)WING I'AGE1 Request for Puart4fl Re:conveymice; (Frwt I3) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA } County of On before me, W�.vt2�•� _1 t�Q �Q :I-.�i�✓1 � 1 °� �i Date (insert name and title of the Officer) personally appeared 1�L t4be w-9--�' who proved to me on the basis of satisfactory evidence to be the persorrW whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they- executed the same in his/heddleir authorized capacity(4iW,and that by his/htz/tTieir- ignature(s).on the instrument the persofl�-4 or the entity upon behalf of which the persons),acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is true and correct. WI SS my hand and official seal. TIV aaaaooanaoaaaaanauonanooaa 000aoo O `...... GIVLY BIIVINEV� A "9'a.�yyr R307AAYPUBUC-CAUFOR�A - t33S AP1CsE1.E3 COl[9diiP t � gnaaaa ynoa�noa anaaoo�uooaoautuanonno0op Signatur Seal Request for Partial Reconveyance(Tract B)