HomeMy WebLinkAboutLW16-147 - Amendment - #2 - KV Industrial LLC - 208th St Skybridge Easement (Amazon) - 04/18/2016 Records ,�t}R�,
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CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission
to City Clerks Office. All portions are to be completed.
If you have questions, please contact City Clerk's Office.
Vendor Name: KV Industrial 2, LLC
Vendor Number:
JD Edwards Number
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Contract Number:
This is assigned by City Clerk's Office
Project Name: Amazon Connector
Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract
❑ Other: Settlement Agreement
Contract Effective Date: Pursuant to Lease Termination Date: Pursuant
to Lease
Contract Renewal Notice (Days): N/A
Number of days required notice for termination or renewal or amendment
Contract Manager: Ben Wolters Department: ECD
Contract Amount: N/A
Approval Authority: ❑ Department Director ® Mayor ❑ City Council
Detail: (i.e. address, location, parcel number, tax id, etc.):
As of: 08/27/14
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SECOND AMENDMENT TO LEASE AGREEMENT
This Second Amendment to Lease Agreement(this "Amendment") is dated for reference
purposes as of 6- n / 2016, by and between KV INDUSTRIAL 2, LLC, a Delaware limited
liability compan� ("Landlord"), and AMAZON.COM.DFDC, LLC, a Delaware limited liability
company("Tenant").
RECITALS
A. Landlord and Tenant are parties to that certain Lease Agreement dated as of
March 12, 2014 (the "Original Lease"), as amended by that certain First Amendment to Lease
Agreement dated as of September 18, 2015 (the "First Amendment" together with the Original Lease,
the"Amended Lease"), pursuant to which Landlord leases to Tenant, and Tenant leases from Landlord, a
building consisting of approximately 811,673 rentable square feet("Building") and certain land and other
improvements (collectively, the "Premises") located at the northeast corner of 212" Street and 59"Place,
in the City of Kent, County of King, Washington, as more particularly described in the Original Lease.
B. Tenant and an affiliate of Landlord,KV INDUSTRIAL, LLC, a Delaware limited
liability company (the "KV Landlord"), are parties to a lease (the "Building lb Lease") for premises
located at 20526 59"' Place South, Kent, Washington (the "Building lb Premises"). In connection with
the Building lb Lease, Tenant desires to install a connector between the building located on the Building
lb Premises ("Building lb") and the Building (the "Connector"). Landlord consents to the installation
of the Connector, subject to the terms and conditions of this Amendment.
C. Landlord and Tenant desire to amend the Amended Lease all in accordance with
the terms and conditions set forth below.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration,the receipt and sufficiency of
which are hereby acknowledged,Landlord and Tenant hereby agree as follows:
1. Defined Terms. Lease 'Perm Dates. All capitalized terms used herein but not
specifically defined in this Amendment shall have the meanings ascribed to such terms in the Lease. The
term "Lease" where used in the Amended Lease and this Amendment shall hereafter refer to the Lease, as
amended hereby.
2. Connector.
(a) Landlord's Consent. Subject to compliance with all Legal Requirements
and subject further to Landlord's approval of all plans and specifications with respect to the Connector
Facilities (as defined below), Landlord hereby consents to the installation of the Connector and the
associated systems, equipment, foundations, stairways and/or structures (the Connector and associated
systems, equipment, foundations, stairways and/or structures being referred to herein individually and
collectively as the "Connector Facilities"). Tenant acknowledges and agrees that Landlord shall have no
obligations under the Lease with respect to the installation and maintenance of the Connector Facilities.
Tenant further acknowledges and agrees that,except as expressly set forth below, in no event shall Tenant
be permitted to (i) withhold or reduce Base Monthly Rent or other charges due under the Lease on
account of the construction, maintenance, or unavailability (for any reason) of the Connector Facilities, or
(ii) make any claim for constructive eviction or otherwise make any claim against Landlord for
interruption or interference with Tenant's business and/or operations for any event or circumstance arising
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from the unavailability of the Connector Facilities, it being understood that all of Tenant's rights relating
to the Connector Facilities are governed exclusively by the Building 1 b Lease; provided that, in no event
shall the foregoing apply to Tenant's rights or Landlord's obligations under the Lease with respect to the
Premises itself, including without limitation pursuant to Sections 10, 15 and 25 of the Original Lease.
(b) Compliance Work. Landlord and Tenant acknowledge and agree that the
performance of any repair, maintenance or replacement work in connection with the Connector Facilities
will be performed by the Building lb Landlord, subject to the terms of the Building I Lease and that
certain Easement Agreement to be entered into by and between Landlord and the Building lb Landlord
("Connector Easement"), as further described in the Lease and the Building lb Lease. However, if for
any reason Landlord is required to perform an alteration or repair to the Building, including, without
limitation, an alteration required by Legal Requirements on account of the Connector Facilities or the use
thereof, then the cost of such alterations or repairs may be included as an Operating Expense under the
Lease, without regard to any cap or limitation other than the obligation to amortize any capital costs on a
straight line basis (with interest at the Amortization Rate) over a period equal to the lesser of (1) the
useful life thereof, or (2) the remainder of the then applicable Lease Term (irrespective of whether the
applicable component(s) will have a useful life beyond the Lease Term) and only include the amortized
amount in Operating Expenses in any calendar year; provided that Landlord shall provide Tenant with at
least ten(10)days prior written notice of Landlord's intent to perform such alteration or repair; provided,
however, the obligations of KV Landlord are further subject to various caps and limitations set forth in
the Building lb Lease, with Tenant responsible for all amounts in connection with the Connector
Facilities as set forth in the Building 1 b Lease.
(c) Restoration. Notwithstanding anything to the contrary contained in the
Original Lease, Landlord shall have the right to require Tenant, upon written notice ("Connector
Removal Notice") from Landlord, to remove all or a portion of the Connector Facilities located on the
Premises. Landlord shall deliver a Connector Removal Notice, if at all, either(A) at any time prior to the
date which is twelve (12) months prior to the scheduled expiration of the Lease Term, (B) on or around
the date of any early termination of the Lease, or(C) at any time within fifteen (15) Business Days after
Landlord receives written notice that the Building lb Lease has terminated. If Landlord delivers a
Connector Removal Notice, Tenant shall promptly commence its restoration obligations (as more
particularly described below) following the earlier to occur of(Y)the expiration or earlier termination of
the Lease or (Z)the termination date of the Building lb Lease, and thereafter diligently pursue the same
to completion. If required, "Tenant shall, at Tenant's sole cost and expense: (i) remove all Connector
Facilities, including, without limitation, the Connector, the foundations, conveyors and conveyor
envelope including support structure(s) and related stairs located on the Premises; (ii) seal the portion of
the Building affected by the Connector Facilities with a masonry material reasonably acceptable to
Landlord and texture and paint such material to match the interior and exterior tilt wall finish of the
Building; (iii) repair any damage to the floors caused by the removal of the Connector Facilities; (iv)
restore all landscaped areas affected by the Connector Facilities, which restoration shall include, without
limitation, rctilling and compacting any displaced soil and (v) repair any damage to the Land, Building
and/or Premises caused by the activities identified in the foregoing clauses (i) through (iv) (collectively,
"Connector Facilities Restoration"). Tenant shall perform all of such restoration work in a good and
workmanlike manner and in compliance with all Legal Requirements. If, pursuant to the foregoing
provisions of this Paragraph 2(e), Landlord requires Tenant to remove all or any portion(s) of the
Connector Facilities, then provided that (i) an Event of Default has not occurred and is continuing, and
(ii) Tenant delivers a Connector Removal Period Notice (as defined below) to Landlord at least six (6)
months prior to the expiration or termination of the Lease(or within fifteen (15) Business Days following
Tenant's receipt of the Connector Removal Notice in the event that the Connector Removal Notice is
delivered in connection with an early termination of the Lease or a termination of the Building lb Lease),
Tenant shall have the right to non-exclusive access to the Premises for the Connector Removal Period
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(defined below) for the sole purpose of performing the Connector Facilities Restoration. Tenant's access
during the Connector Removal Period shall be subieet to the terms and conditions of the Lease and during
the entire Connector Removal Period Tenant shall continue to be responsible for Tenant's Proportionate
Share of the Operating Expenses and for the utilities applicable to the Premises during such Connector
Removal Period, but shall not have any Base Rent obligations with respect to such Connector Removal
Period. The Connector Removal Period shall not be considered a Permitted Holdover, a Transition Period
or a general holdover for purposes of the Lease. Any Connector Facilities not removed by Tenant as
required herein shall be deemed abandoned and may be stored, removed, used, sold and disposed of by
Landlord at Tenant's expense, and Tenant waives all claims against Landlord for any damages resulting
from Landlord's retention and disposition of such property; provided, however, the foregoing shall in no
event limit Tenant's obligation to remove any such Connector Facilities if so required by Landlord. As
used herein a "Connector Removal Period Notice" shall mean a written notice from Tenant to Landlord
stating that Tenant desires to retain non-exclusive access to the Premises after the termination or
expiration of the Lease for purposes of completing the Connector Facilities Restoration and further stating
the total number of days (not to exceed ninety (90) days in any event) that Tenant intends to so use the
Premises. As used herein, the "Connector Removal Period" shall mean the number of days (not to
exceed ninety(90) days in any event) stated in Tenant's Connector Removal Period Notice.
Notwithstanding anything herein to the contrary, Tenant shall have the right, in its sole discretion
at any time during the Lease Term, to discontinue use of the Connector Facilities, in which case, Tenant,
in its sole discretion, may perform the Connector Facilities Restoration prior to the expiration of the Lease
Term; provided that the foregoing shall not limit 'Tenant's obligation to perform the Connector Facilities
Restoration if Landlord delivers a Connector Removal Notice pursuant to the terms and conditions set
forth in the preceding paragraph. In the event that Tenant elects to perform the Connector Facilities
Restoration prior to the expiration of the Lease Term, Tenant may direct Landlord to terminate the
Connector Easement upon the completion of the Connector Facilities Restoration.
3. Indemnification. Section 18 of the Original Lease is hereby amended by:
(a) Adding the language "Connector Facilities or Easement Area (including,
without limitation any liability arising from the indemnification obligations in that certain Airspace
Easement Reservation Agreement dated,`s ' d anfl recorded in King County, Washington as
document )" between "the Premises" and "or due to any other act or
omission"in clause(c)of the first sentence of the first paragraph; and
(b) Adding the following sentence to the end of the section: "'The obligations
of the parties set forth in this Section 18 shall survive for a period of two (2) years following the
expiration or earlier termination of this Lease."
4. Authority: No Third Party Consent. Landlord represents and warrants to Tenant
that the consent or approval of no other person or entity, including without limitation Lender, is required
(or, if required, that such consent or approval has been obtained) with respect to execution of this
Amendment. Each party represents to the other that it has full power, capacity, authority and legal right
to execute and deliver this Amendment and to perform all of its obligations hereunder.
5. PDF; Counterparts. Landlord or Tenant may deliver executed signature pages to
this Amendment by PDT transmission to the other party, which PDT copy shall be deemed to be an
original executed signature page. This Amendment may be executed in counterparts, each of which shall
be deemed an original part and all of which together shall constitute a single agreement.
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6. Lease in Pull Force. Except for those provisions which are inconsistent with this
Amendment and those terms, covenants and conditions for which performance has heretofore been
completed, all other terms, covenants and conditions of the Amended Lease shall remain unmodified and
in full force and effect and Landlord and Tenant hereby ratify the Amended Lease, as amended hereby.
[.SIGNATURES ON FOLLOWING PAGEJ
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IN WITNESS WHEREOF, the Landlord has executed this Amendment as of the date set forth
below.
LANDLORD:
KV industrial 2, LLC, a Delaware
limited liability company
By: KV 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 Holdings GP, LLC, a Delaware limited
liability company, its general partner
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By: Lion Industrial Properties, L.P., a j
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: Stacey Magee
Title: Senior Vice President
Date Signed:
ill
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Acknowledgment of landlord
STATE OF TL?(AS )
ss
COUNTY OF { t )
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, as the sole member of KV INDUSTRIAL 2, 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.
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DATED: 2016.
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IN WITNESS WHEREOF, the Tenant has executed this Amendment as of the date set forth
below.
TENANT:
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Amazon.com.dedc, I,LC,1
a DelawarF,4, ft ited]iabi�{ty epmpany
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BY: fb
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Name: Rick Diedfic r
Title: Vice President
Date Signed:
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Acknowledgment of Tenant
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
I certify that 1 know or have satisfactory evidence that Rick Diedrich is
the person who appeared before me, and s/he acknowledged that s/he signed this instrument, on
oath slated that s/he was authorized to execute the instrument and acknowledged it as the
Vice President of Amazon.com.dedc, LLC, a Delaware limited liability company,
to be the free and voluntary act of such limited liability company for the uses and purposes
mentioned in the instrument.
Datedthis day of April 2016.
[Signature of Notary]
` GrtAY '''✓r
,.` d . ' xpiies.. ��•,� Rebekah Gray
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M W�;;yd �V •:,�� [Print Name of Notary]
nS»i ' tiP : t- -
iEo Notary Public in and for the State of
v Q `ham Washington , residing at Seattle
My commission expires: l IV
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CONSENT OF GUARANTOR
For value received, and in consideration of Landlord's execution of the foregoing Second
Amendment to Lease Agreement (the "Second Amendment"), the undersigned hereby consents to the
terms and conditions of said Second Amendment and acknowledges and agrees that the execution and
delivery of said Second Amendment by the parties thereto shall not modify, limit, waive or otherwise
impair the obligations of the undersigned pursuant to that certain Parent Guaranty("Guaran "), dated as
of March 12, 2014 and given by the undersigned in favor of Landlord. The undersigned acknowledges
that it has a material economic interest in Tenant and that the execution of the Lease will be of direct or
indirect benefit to the undersigned, whether or not the undersigned ever occupies any portion of the
Premises. The undersigned agrees that the Guaranty shall be and remain in full force and effect as to any
renewal, modification, amendment, or extension, or any holdover by Tenant under this Lease, and as to
any assignee of Tenant's interest or interests under the Lease approved by the undersigned in writing and
that no subletting, assignment, or other transfer of this Lease or any interest in this Lease approved by the
undersigned in writing shall operate to extinguish or diminish the liability of the undersigned hereunder.
The undersigned specifically reaffirms the terms and conditions of(lie Guaranty and agrees that it shall
remain in full force and effect with respect to the Lease (as that term is defined in the Second
Amendment, which includes, without limitation, all of Tenant's payment obligations under the foregoing
Second Amendment).
GUARANTOR:
AMALON.COM, INC.,
a Delaware corporation
By: '��
Name: Akers r Chatihan
its: Vice President
Date Signed:
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CONSENT OF GUARANTOR
Completion Guaranty
For value received, and in consideration of Tenant's execution of the foregoing Second
Amendment to Lease Agreement (the "Second Amendment"), the undersigned hereby consents to the
terms and conditions of said Second Amendment and acknowledges and agrees that the execution and
delivery of said Second Amendment by the parties thereto shall not modify, limit, waive or otherwise
impair the obligations of the undersigned pursuant to that certain Completion Guaranty ("Guaranty"),
dated as of March 12, 2014 and given by the undersigned in favor of Tenant. The undersigned
acknowledges that it has a material economic interest in Landlord and that the execution of this Lease will
be of direct or indirect benefit to the undersigned. The undersigned further covenants and agrees that the
Guaranty shall be and remain in full force and effect as to any renewal, modification, amendment, or
extension of this Lease, and as to any assignee of Landlord's interest or interests under this Lease and that
no assignment, or other transfer of this Lease or any interest in the Property or this Lcasc shall operate to
extinguish or diminish the liability of the undersigned hereunder.
The undersigned specifically reaffirms the terms and conditions of the Guaranty and agrees that it shall
remain in full force and effect with respect to the Lease (as that term is defined in the Second
Amendment).
GUARANTOR:
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LION INDUSTRIAL PROPERTIES, L.P., a Delaware limited partnership
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:manager
Bye
ws
Name tiP - 'e
Its: r ief t
Date Signed:
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CONSENT OF GUARANTOR
Limited Guaranty
For value received, and in consideration of Tenant's execution of the foregoing Second
Amendment to Lease Agreement (the "Second Amendment"), the undersigned hereby consents to the
terms and conditions of said Second Amendment and acknowledges and agrees that the execution and
delivery of said Second Amendment by the parties thereto shall not modify, limit, waive or otherwise
impair the obligations of the undersigned pursuant to that certain Limited Guaranty ("Guaranty"), dated
as of March 12, 2014 and given by the undersigned in favor of Tenant. The undersigned acknowledges
that it has a material economic interest in Landlord and that the execution of this Lease will be of direct or
indirect benefit to the undersigned. The undersigned further covenants and agrees that the Guaranty shall
be and remain in full force and effect as to any renewal, modification, amendment, or extension of this
Lease, and as to any assignee of Landlord's interest or interests under this Lease and that no assignment,
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or other transfer of this Lease or any interest in the Property or this Lease shall operate to extinguish or
diminish the liability of the undersigned hereunder.
The undersigned specifically reaffirms the terms and conditions of the Guaranty and agrees that it shall
remain in full force and effect with respect to the Lease (as that term is defined in the Second
Amendment).
GUARANTOR:
LION INDUSTRIAL PROPERTIES, L.P., a Delaware limited partnership
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: manager
By
Name: r .
Its: . COED; ffi'sp" C-r. .
Date Signed: _! i
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WELLS FARGO BANK,NATIONAL ASSOCIATION
CONSENT
'The undersigned, WELLS FARGO BANK, NATIONAL. ASSOCIATION, a national banking
association (`Lender"), the beneficiary under that certain Deed of Trust dated March 12, 2014 (as
modified, the "Deed of Trust") executed byKV INDUSTRIAL 2, LLC, a Delaware limited liability
company, as owner and as borrower (collectively, "Trustor"), to First American Title Insurance
Company, a California corporation,as original Trustee, recorded on March 12, 2014, as Instrument
Number 20140312000818, Official Records of the County of King, State of Washington, hereby
consents to the terms, provisions and conditions of the Second Amendment to Lease Agreement (the
"Amendment") to which this Consent is attached; provided, however, this Consent shall not modify or
amend the terms and provisions of the Deed of Trust. In addition, Lender acknowledges and agrees that
the terms and conditions of the Subordination,Nondisturbance and Attornment Agreement by and among
Landlord, Tenant and Lender dated for reference purposes as of March 12, 2014 and recorded in the
Official Records of the County of King as Instrument Number 20I40312000821 ("SNDA") fully apply to
the Original Lease, as amended by the Amendment and that the Amendment in no way modifies or limits
the terms and conditions of the SNDA.
LENDER:
WELLS F RC B��l��NK,NATIONAL ASSOCIATION,
By:
—�
Name: ��� Ase PrenctdaM
Title:
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