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Home My WebLink AboutPK18-260 - Other - YMCA - Morrill Meadows & East Hill Park Ground Lease - 06/29/2018 CITY CLERK KEN T CITY OF KENT wA 5 H I�G T o N 220 4th Avenue South Kent, WA 98032 Fax: 253-856-6725 PHONE: 253-856-5725 Lease Agreement Cover Sheet This document is to be used in lieu of the Contract Cover Sheet SECTION 1 - CONTRACT PROCESSING AND TENANT SET-UP: Contract Number: Ll� - Clq I 1. Responsible Department/Division: Parks 2. Contact Person and Title: Julie Parascondola Telephone Extension: 5007 3. Tenant (Customer) Name: The Young Men's Christian Association of Greater Seattle (YMCA) 4. Tenant (Customer) Number: 5. General Ledger Account Number: 6. King County Tax Parcel Number: 783080-0410; 202205-9211; 202205- 9186; 202205-9102; 202205-9240; 202205-9239; 202205-9101; 202205- 9241 7. Address of Parcel: Morrill Meadows and East Hill Parks 8. Type of Lease: Ground Lease 9. Council Authorization Date: 10. Mayor Signature Date: 6/29/18 SECTION 2 - LEASE DURATION AND IMPORTANT DATES: 11. Lease Start Date: TBD 12. Tenant Lease Option Renewal Notification Due Date: TBD 13. Lease Termination Date: TBD 14. Lease Duration: 50 years SECTION 3 - RENT DETERMINATION AND DUE DATE: 15. Rent: $100.00 for the entire lease term Lease Agreement Cover Sheet—Page 1 of 3 16. Rent Due Date: On or before the first day of the Term 17. Calculation of Rental Increase(s): N/A SECTION 4 - LEASEHOLD EXCISE TAX: 18. Is this lease subject to leasehold excise taxes? ❑ YES (go to Question 19) ® NO, reason: The Y is in the process of applying for DOR exemption 19. Are leasehold excise taxes for this tenant centrally assessed, i.e. directly collected from the tenant by the Washington State Department of Revenue? ❑ YES (attach written verification received directly from DOR or indirectly through the tenant, e.g. DOR notification letter) ❑ NO (go to Question 20) 20. Does Lease Rent include Leasehold Excise Tax? (Leasehold taxes must be broken out on the invoice and coded: Business unit.32500.0303) ❑ YES Calculate the leasehold excise tax (Stated Rent divided by 1.1284) ❑ NO Calculate the leasehold excise tax (Stated Rent times .1284) SECTION 5 - APPLICABLITY OF UTILITIES: 21. Applicability of Utilities - Check all that utilities that are affected and indicate provider (e.g. City of Kent), Account Number or basis of exclusion. ® Does Not Apply ❑ Water: ❑ Sewer: ❑ Drainage: ❑ Garbage: ❑ Electricity/Natural Gas: SECTION 6 - MONETARY PENALTIES AND LATE INTEREST CHARGES: 22. Monetary Penalties: N/A 23. Late Interest: N/A SECTION 7 - OTHER LEASE CONSIDERATIONS: Special lease considerations, e.g. non-monetary rent, etc: Please reference the Operating Agreement, Development Agreement, Project Lease, Memorandum of Lease Agreement Cover Sheet—Page 2 of 3 Project Lease, Quit Claim Deed, and Memorandum of Ground Lease signed on the same date for additional information regarding this lease and the project. ❑ None (check box if no considerations) a Lease Agreement Cover Sheet—Page 3 of 3 GROUND LEASE AGREEMENT between CITY OF KENT, a Washington municipal corporation as Lessor and The Young Men's Christian Association of Greater Seattle, a Washington public benefit corporation as Lessee June 29, 2018 Kent YMCA Project Kent, Washington KENT COMMUNITY CENTER PROJECT GROUND LEASE AGREEMENT TABLE OF CONTENTS Page 1. THE DEMISE. ........................................................................................................................ 2 1.1 Demise.........................................................................................................................2 1.2 Use of the City Land. .................................................................................................. 2 1.3 Access and Utilities..................................................................................................... 2 1.4 Construction Activity................................................................................................... 2 2. TERM...................................................................................................................................... 2 3. RENT....................................................................................................................................... 3 4. DEVELOPMENT OF PROJECT............................................................................................ 3 4.1 Construction. ............................................................................................................... 3 4.2 Ownership of Improvements.......................................................................................3 5. TAXES AND UTILITIES....................................................................................................... 3 5.1 Lessee's Responsibility............................................................................................... 3 5.2 Lessor's Responsibility............................................................................................... 3 6. CONDITION OF THE LAND................................................................................................ 3 6.1 "As Is"......................................................................................................................... 3 6.2 Lessor's Right to Inspect............................................................................................. 3 6.3 Significant Unexpected Underground Conditions....................................................... 3 7. LIENS; SECURITY INTEREST.............................................................................................4 7.1 No Liens of Any Kind.................................................................................................4 7.2 No Liens Against Lessor's Fee Title. ..........................................................................4 7.3 Lien Indemnification................................................................................................... 4 7.4 No Lessor Consent. ..................................................................................................... 4 7.5 Lessee's Duty to Remove All Liens. ...........................................................................4 8. INDEMNITY........................................................................................................................... 5 9. MINIMUM SCOPE OF INSURANCE COVERAGE FOR LESSEE.................................... 5 10. CONDEMNATION. ............................................................................................................... 5 11. EVENTS OF DEFAULT BY LESSEE AND LESSOR'S REMEDIES.................................. 5 11.1 Events of Default......................................................................................................... 5 (a) Failure to Perform. ....................................................................................... 5 (b) Lessee's Financial Condition........................................................................ 5 11.2 Remedies Upon Lessee's Default................................................................................ 6 11.3 Cumulative Rights and Remedies. .............................................................................. 6 12. QUIET ENJOYMENT. ........................................................................................................... 6 13. LESSEE TO COMPLY WITH APPLICABLE LAWS AND AGREEMENTS. ..................... 6 13.1 Compliance with Laws................................................................................................ 6 13.2 Compliance with Agreements. .................................................................................... 6 14. WAIVER LIMITATIONS........................................................................................................ 6 15. NOTICES. ............................................................................................................................... 7 16. ASSIGNMENT AND SUBLEASING.................................................................................... 7 16.1 Subleasing. .................................................................................................................. 7 16.2 Assignment.................................................................................................................. 7 17. MISCELLANEOUS................................................................................................................ 7 Table of Contents page i 17.1 Time of Essence. ......................................................................................................... 7 17.2 No Joint Venture or Agency......................................................................................... 7 17.3 Amendments................................................................................................................ 7 17.4 Governing Law............................................................................................................ 8 17.5 Jurisdiction/Venue. ...................................................................................................... 8 17.6 Headings...................................................................................................................... 8 17.7 Successors and Assigns. .............................................................................................. 8 17.8 No Merger.................................................................................................................... 8 17.9 Counterparts; Recording of Memorandum.................................................................. 8 17.10 Schedule of Exhibits.................................................................................................... 8 17.11 Paramount Title of Lessor............................................................................................ 8 18. IMPROVEMENTS IN ROW.................................................................................................. 9 Exhibit A: Legal description of Morrill Meadows and East Hill Parks with attached drawing Exhibit B: Legal description of City Land with attached drawing Exhibit C: Legal description of Project Land with attached drawing Exhibit D: Insurance Requirements Exhibit E: Memorandum of Ground Lease Table of Contents page ii GROUND LEASE AGREEMENT THIS GROUND LEASE AGREEMENT("Ground Lease") is dated for reference purposes June 29, 2018, and is made by and between the CITY OF KENT, a Washington municipal corporation ("Lessor"), and THE YOUNG MEN'S CHRISTIAN ASSOCIATION OF GREATER SEATTLE, a Washington public benefit corporation("Lessee"). RECITALS A. Lessor is the owner of the real estate known as Morrill Meadows and East Hill Parks described on EXMBIT A and located in the City of Kent, King County, Washington. B. Lessor has completed a boundary line adjustment to create a parcel (the "Kent YMCA Land") within a portion of the Morrill Meadows and East Hill Parks to be conveyed to the Lessee pursuant to a"Quit Claim Deed with Grantee Covenants, Releases and Indemnity" (the"Conveyance Agreement"). C. The Lessor intends to lease a portion of the Morrill Meadows and East Hill Parks described on Exhibit B ("City Land")to Lessee pursuant to this Ground Lease to allow Lessee to construct parking for 250 vehicles, a storm drainage system,outdoor multi-use sport courts, lawn and dog park areas, and other park and site improvements, including additional frontage improvements beyond those otherwise required of Lessee as a condition of developing the Kent YMCA Land(the"Ground Lease Improvements"), as more particularly described in the Project Lease Agreement("Project Lease"). D. Pursuant to the Development Agreement (the "Development Agreement"),the Lessee will design and construct a multi-purpose community facility including, among other things, a gymnasium, community meeting rooms, and a six-lane, twenty-five yard swimming pool (the "Kent YMCA")on the Kent YMCA Land and also will design and construct the Ground Lease Improvements. The design and construction of the Kent YMCA and the Ground Lease Improvements are referred to together as the "Project," and the Kent YMCA Land and the City Land are referred to together as the "Project Land," which is described on Exhibit C. E. After all Project construction is complete, Lessee intends to lease the City Land to Lessor as authorized by Title 35 A, Revised Code of Washington, in accordance with the procedures established in the Municipal Leasing Act, Ch. 25.42 RCW, and pursuant to the Project Lease. F. Lessee intends to pay the Project costs through one or more means including, without limitation, tax credits, philanthropic contributions, construction financing and/or draws on its available lines of credit(collectively,the "Construction Financing"). G. When Lessor has completed Project construction and the parties have approved all improvements, Lessee will operate the Kent YMCA for up to fifty(50) years under the terms Kent Ground Lease page/ of an agreement that establishes the parties' operational expectations and provides for specified community benefits (the "Operating Agreement"). H. All capitalized terms used in this Ground Lease but not otherwise defined will have the meanings given to such terms in the Project Lease and Development Agreement. Collectively, this Ground Lease, the Development Agreement, the Project Lease, the Operating Agreement, and all documents and exhibits incorporated in those agreements constitute the "Project Agreements." NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, Lessor and Lessee agree as follows: 1. The Demise. 1.1 Demise. In consideration of the rent, covenants and agreements contained in the Project Agreements, Lessor leases the City Land to Lessee, and Lessee leases the City Land from Lessor upon and subject to the conditions set forth in this Ground Lease, all other Project Agreements, and subject to all encumbrances and matters of record as of the date of this Ground Lease. 1.2 Use of the City Land. The City Land will be used and occupied only for the purpose of the development, operation, use,repair and maintenance of the Project but,until Lessee commences use and occupancy, Lessor reserves the right to continue to use and occupy the City Land for its purposes at no cost. Lessee shall not use or permit the City Land to be used for any other purpose without the prior written approval of Lessor. Lessee is authorized to lease back to Lessor the City Land as improved by the Project pursuant to the Project Lease. 1.3 Access and Utilities. Lessor and Lessee shall mutually cooperate to provide reciprocal temporary and permanent pedestrian and vehicular access and utilities to, from, and over the Project Land to, from, and over adjacent lands of Lessor as reasonably necessary to facilitate the Project. Lessor and Lessee shall also mutually cooperate regarding the use of parking on the Project Land and Lessor's adjacent lands during Project construction. Lessor and Lessee shall agree in writing, on mutually acceptable terms, as necessary, to provide for pedestrian and vehicular access, parking, and utilities, and agree to cooperate in their location. 1.4 Construction Activity. Lessor will grant Lessee permission to perform construction activity related to the Project on Lessor's adjacent lands only if mutually agreed. Lessee and Lessor agree to mutually cooperate as to the timing, use, and location of such construction activity in order to ensure completion of the Project in a timely manner. 2. Term. This Lease is effective the date that it is fully executed, acknowledged, and delivered by Landlord and Tenant("Effective Date"). The term of this Ground Lease will start on the Effective Date and will end on the earlier of the expiration of the full term of the Project Lease, or the Project Lease early termination date, if early termination is exercised as provided for in that lease ("Term"). Kent Ground Lease page 2 3. Rent. In consideration for the lease of the City Land under this Ground Lease, and taking into account the mutual consideration provided by the Lessor under the Project Agreements, specifically including the Community Benefits to be provided under Section 2(b) of the Development Agreement, Lessee shall pay to Lessor as rent for the Term the sum of$100.00 payable in whole in advance on or before the first day of the Term. 4. Development of Project. 4.1 Construction. Lessee will construct and develop the Project as required under the Project Lease and the Development Agreement. Lessee will not permit any development or construction on the City Land except as set forth in the Project Lease and Development Agreement or as otherwise specifically approved in writing by Lessor. 4.2 Ownership of Improvements. During the Term, all improvements on the City Land paid for by Lessee shall be owned by Lessee. Upon the expiration of the Term of this Ground Lease, the City Project and all other improvements on the City Land shall become the property of Lessor. 5. Taxes and Utilities. 5.1 Lessee's Responsibility. Lessee will be solely responsible for the payment of and shall pay and discharge all utility charges and all real estate taxes and assessments, if any, that are imposed upon the City Land. 5.2 Lessor's Responsibility. Lessor will pay all utility charges and all real estate taxes and assessments, if any,that are not part of Project Costs. In accordance with RCW 35.42.090,Lessor intends that this Ground Lease will be exempt from any taxes imposed under the authority of Ch. 82.45 RCW, RCW 82.04.040, and RCW 82.08.090, and by rules and regulations of the Washington State Department of Revenue issued pursuant to these statutes. 6. Condition of the Land. 6.1 "As Is". Except as set forth in Section 6.3 below, Lessee accepts the City Land"as is" in its existing condition. 6.2 Lessor's Right to Inspect. Lessor shall have the right to inspect the City Land at any time. 6.3 Significant Unexpected Underground Conditions. Lessee has reviewed and analyzed soil conditions, including geotechnical studies, on the Project Land to determine the existence (or not) of underground conditions or Hazardous Substances (as defined in the Project Lease)that could affect the Project Schedule and/or the Project Budget. Relying on this review, Lessor has determined that soil conditions on the Project Land are acceptable and has developed a Project Budget and Project Schedule. However, in the event of a Significant Unexpected Underground Conditions,the Lessor will be solely responsible for the incremental increase in Project Costs caused by the Significant Unexpected Underground Conditions in excess of ten percent of the Project Budget. The Lessor will either(1) pay the incremental increase in Project Costs caused by the Significant Unexpected Underground Conditions in Kent Ground Lease page 3 excess of ten percent of the Project Budget by entering into a City-initiated change order under the Development Agreement or(2) agree to suspend, modify, or terminate the Project. Notwithstanding the foregoing, Lessor will not be responsible for any claims, judgments, damages, penalties, fines,expenses, liabilities or losses caused by Lessee or Lessee's General Contractor's negligence, including the release or disposal of Hazardous Substances introduced on the City Land by Lessee or General Contractor during Project construction, and the responsibility for the same will remain with Lessee or General Contractor, as applicable. 7. Liens; Security Interest. 7.1 No Liens of Any Kind. Except for encumbering Lessee's interest in this Ground Lease as security for the Construction Financing for the Project or as specifically approved in writing by Lessor, Lessee will not directly or indirectly create or permit to be created or to remain, and will discharge any mortgage, lien, security interest, encumbrance or charge on,pledge of or conditional sale or other title retention agreement with respect to the City Land. 7.2 No Liens Against Lessor's Fee Title. Nothing in this Ground Lease authorizes Lessee to do any act that will encumber the fee simple title of Lessor in and to the City Land or to those parts of the Morrill Meadows/East Hill Parks outside the Project Land, nor shall Lessor's fee simple estate in those lands be in any way subject to any claim of lien or encumbrance, whether claimed by operation of law or by virtue of any express or implied contract by Lessee. Any claim to a lien upon the City Land or any improvements constructed on the City Land by Lessee, arising from any act or omission of Lessee, shall accrue only against the leasehold estate and shall in all respects be subject to the paramount fee simple title of Lessor. 7.3 Lien Indemnification. Lessee shall indemnify,defend and hold harmless Lessor and the City Land from and against all claims of lien arising by virtue of or relating to construction of the Project and any other improvements or repairs made at any time to the City Land(including repairs, restoration and rebuilding)by, or at the direction of, Lessee. Lessee shall regularly and timely pay any and all amounts properly payable to third parties with respect to the work and materials. 7.4 No Lessor Consent. Nothing in this Ground Lease will be construed as constituting the consent or request of Lessor,express or implied, by inference or otherwise, to any contractor, sub-contractor, laborer or material provider for any performance of any labor or the furnishing of any materials for any specific improvement, alteration or repair of or to the Project Land or any part of the Project Land,or the construction, alteration or repair of any building or other improvement on the Project Land, nor as giving Lessee any right,power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any liens against the fee of the City Land or buildings or other improvements on the City Land. 7.5 Lessee's Duty to Remove All Liens. In the event any such claims or liens of any kind whatsoever shall be asserted or filed by any persons, firms or corporations Kent Ground Lease page 4 performing labor or furnishing material in connection with the Project work, Lessee shall pay or cause the same to be discharged of record within thirty (30)days of receiving notice or alternatively, in the event Lessee disputes the validity or amount of any claim, Lessee shall post or provide Lessor with a bond or other security in a form and in an amount reasonably required by Lessor to ensure Lessor that title to the City Land (or any portion of the Morrill Meadows/East Hill Parks outside the Project Land) and any improvements remains free of the lien claimed as now or later amended. 8. Indemnity. Lessor and Lessee mutually agree that in any and all causes of action and/or claims or third-party claims arising out of or in connection with the terms, activities, use and/or operations of this Ground Lease, including the City Land and the Project, each party shall be responsible to the other only to the extent of each other's comparative fault in causing the alleged damage or injuries. As to any and all causes of action and/or claims or third-party claims arising from the sole fault of a party to this Ground Lease ("Indemnifying Party"), the Indemnifying Party shall have the duty to defend, save and hold the other party harmless and upon failure to do so,the Indemnifying Party shall pay the reasonable attorneys' fees,costs and expenses incurred by the other party to this Ground Lease in defense of such claims and/or actions. Nothing contained within this Section 8 shall affect and/or alter the application of any other provision contained within this Ground Lease. 9. Minimum Scope of Insurance Coverage for Lessee.Lessee shall procure and maintain throughout the life of the Project and of this Ground Lease, insurance of the types and in the amounts attached on Exhibit D. 10. Condemnation. In the event of any taking,partial or whole,proceeds of the condemnation shall be paid as specified in the Project Lease. 11. Events of Default by Lessee and Lessor's Remedies. 11.1 Events of Default. The following occurrences or acts will constitute an event of default under this Ground Lease: (a) Failure to Perform. If Lessee (i) defaults in making payment when due of any rent or any other amount payable by Lessee under this Ground Lease, or (ii)defaults in the observance or performance of any other substantial provision of this Ground Lease or any of the Project Agreements by Lessee, and, in either case, if that default continues for thirty (30)days after Lessor has given Lessee written notice specifying the default and demanding that it be cured; except that, with respect to a default under subsection(ii), if by reason of the nature of the default, it cannot be cured by the payment of money and cannot with due diligence be wholly cured within the thirty(30) day period, so long as Lessee proceeds promptly to cure the default and prosecute the curing the default with all due diligence,the time to cure the default will be extended as may be necessary to complete the curing of the default with all due diligence; or (b) Lessee's Financial Condition. If Lessee makes a general assignment for the benefit of creditors; or files a petition in bankruptcy; or is adjudicated as bankrupt or insolvent; or files a petition seeking any reorganization, arrangement,composition, Kent Ground Lease page 5 readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation; or files an answer admitting or fails seasonably to contest the material allegations of a petition filed against it in any such proceeding;, or seeks, consents to,or acquiesces in the appointment of any trustee,receiver or liquidator of Lessee or any material part of its properties. 11.2 Remedies Upon Lessee's Default. In the event of any default by Lessee that remains uncured after the expiration of the respective period set forth above, Lessor may exercise any remedy available to it at law or equity, including but not limited to actions for damages, and/or injunctive relief. 11.3 Cumulative Rights and Remedies. The rights and remedies reserved to Lessor in this Ground Lease, including those not specifically described, are cumulative, and except as provided by Washington statutory law in effect at the time, Lessor may pursue any and all of its rights and remedies at the same time or independently. 12. Quiet Enjoyment. If and so long as Lessee pays all rent and all other amounts payable when due and keeps all of the covenants and conditions required by it to be kept during this Ground Lease and performs all its other obligations, Lessor covenants and agrees that, except as may otherwise be provided in the Project Lease, Lessor will not interfere with the peaceful and quiet occupation and enjoyment of the City Land by Lessee, which occupation and enjoyment shall be without hindrance, ejection or molestation by Lessor. 13. Lessee to Comply with Applicable Laws and Agreements. 13.1 Compliance with Laws. Lessee will not use the City Land or permit anything to be done in or about the City Land that will in any way conflict with any law, statute, ordinance or governmental rule or regulation now in force or may later be enacted or promulgated. Lessee will, at its sole cost and expense,promptly comply with all laws, statutes, ordinances and governmental rules,regulations or requirements now in force or that may later be in force, and will obtain all permits, licenses or other approvals required by governmental agencies or bodies. Lessee will further comply with the requirements of any board or fire insurance underwriters or other similar bodies now or later constituted,relating to or affecting the condition, use, or occupancy of the City Land. 13.2 Compliance with Agreements. Lessee shall comply with all insurance policies and applicable agreements to which Lessee is a party or by which it is bound and all agreements that Lessee has notice of and are now in effect and applicable to the City Land. 14. Waiver Limitations. No delay or omission of Lessor to exercise any right or remedy will, except as expressly provided in this Ground Lease,be construed as a waiver of any such right or remedy or of any default by Lessee. The waiver by either party of any term, covenant or condition in this Ground Lease on the part of the other party to be performed shall not be deemed a waiver of that term, covenant or condition for any subsequent breach of the same or any other term, covenant or condition. The subsequent acceptance of rent will not be deemed a waiver of any preceding breach by Lessee of any term, covenant or condition of this Ground Lease, other than the failure of Lessee to pay the particular rent so accepted, regardless of Lessor's knowledge of the preceding breach at the time of acceptance of rent. Kent Ground Lease page 6 15. Notices. All notices or requests required or permitted under this Ground Lease shall be in writing, shall be personally delivered or sent by certified mail,return receipt requested, postage prepaid or by nationally recognized overnight courier and shall be deemed given when so delivered or received. All notices or requests shall be sent as follows: If to Lessor: City of Kent Attention: Parks, Recreation and Community Services Director 220 Fourth Ave S. Kent, WA 98032 If to Lessee: YMCA of Greater Seattle Attention: SKC Regional Vice President 900 4th Avenue Seattle, WA 98104 Any party may change the address to which notices shall be sent by notice to the other party in the manner and with the effect set forth in this Section 15. 16. Assignment and Subleasing. 16.1 Subleasing. Lessor and Lessee intend that Lessee will enter into the Project Lease with Lessor. Any other proposed subleases of the City Land will be subject to the review and written approval of Lessor. 16.2 Assignment. Lessee may not assign, mortgage, or encumber this Ground Lease or delegate the duties of Lessee under this Ground Lease without Lessor's prior written consent. A consent to one assignment will not be deemed a consent by Lessor to any subsequent assignment by another person. This Ground Lease or any interest of Lessee in the Ground Lease, may not be assigned by operation of law, without Lessor's prior written consent. 17. Miscellaneous. 17.1 Time of Essence. Time is of the essence in regard to performance of the covenants and agreements in this Ground Lease. 17.2 No Joint Venture or Agency. Nothing contained in this Ground Lease nor any of the acts of the parties will be construed nor is it the intent of the parties, to create a joint venture or partnership between Lessor and Lessee, nor is either party the agent or representative of the other, and nothing in this Ground Lease will be construed to create any agency relationship or to hold either party liable to anyone for goods delivered or services performed at the request of the other party. 17.3 Amendments. No change in or addition to or waiver or termination of this Ground Lease or any part of this Ground Lease, will be valid unless made in writing and signed by or on behalf of the parties. Lessor and Lessee agree to negotiate in good faith any amendments to this Ground Lease that may be requested or required for Lessee to finance the Project. Kent Ground Lease page 7 17.4 Governing Law. This Ground Lease will be construed in accordance with and governed by the laws of the State of Washington. 17.5 JurisdictionNenue. In the event any action is brought to enforce any of the provisions of this Ground Lease, the parties agree to be subject to exclusive in personam jurisdiction in the King County Superior Court for the State of Washington and agree that in any action, venue shall lie exclusively in King County,Washington. 17.6 Headings. The article, section and paragraph headings are for the purposes of identification and reference convenience only and may not be considered in construing this Ground Lease. 17.7 Successors and Assigns. Subject to the provisions restricting the sublease or assignment by Lessee, all the terms and provisions of this Lease shall be binding upon and to the benefit of and be enforceable by the parties and the successors and assigns of the parties. 17.8 No Merger. In no event will Lessee's leasehold interest merge with any estate of Lessor in or to the City Land or the leasehold interest of Lessor under the Project Lease. In the event Lessor acquires Lessee's leasehold interest, that leasehold interest will not merge with Lessor's fee interest in the City Land or Lessor's leasehold interest under the Project Lease, and this Ground Lease and the Project Lease will remain in full force and effect. 17.9 Counterparts; Recording of Memorandum. This Ground Lease may be executed in several counterparts,each of which will be deemed an original for all purposes. Both Lessor or Lessee have the right to record a memorandum of this Ground Lease in a form comparable to that attached as Exhibit E and by this reference incorporated in this Lease upon the Effective Date. 17.10 Schedule of Exhibits. This Ground Lease includes the following exhibits, attached and incorporated by this reference. • Exhibit A: Legal description of Morrill Meadows and East Hill Parks with attached drawing • Exhibit B: Legal description of City Land with attached drawing • Exhibit C: Legal description of Project Land with attached drawing • Exhibit D: Insurance Requirements • Exhibit E: Memorandum of Ground Lease 17.11 Paramount Title of Lessor. Notwithstanding any provision of this Ground Lease permitting Lessee to assign or sublease all or any portion of this Ground Lease or the City Land or permitting Lessee's encumbrance of Lessee's leasehold interest under this Ground Lease by deed of trust or mortgage to any lender providing Construction Financing, and notwithstanding any consent or approval that Lessor may give to any assignment, sublease or mortgage, all those interests are subordinate to Lessor's paramount fee simple title to the City Kent Ground Lease page 8 Land and, all those interests are subject to extinguishment by Lessor's exercise of any termination rights accorded under this Ground Lease or the expiration of this Ground Lease. 18. Improvements in ROW. The City Land will not include any portion of the public right of way("ROW"). However, Lessee shall be required to make certain improvements in the ROW as more particularly set forth in the Development Agreement and related documents, which improvements shall become the property of the City following completion thereof. IN WITNESS WHEREOF, Lessor and Lessee have executed this Ground Lease as of the dates set forth below to evidence their agreement to the terms of this Ground Lease. LESSOR: CITY OF KENT, a Washington municipal corporation APPROVED AS TO FORM: By aA B Name: t tome Title: _ Date: June 19J, 2018 ATTEST: & Kenf City Clerk Kent Ground Lease page 9 STATE OF WASHINGTON ss. COUNTY OF KING I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that s/he signed this instrument, on o h stated that s/he was authorized to execute the instrument and acknowledged it as the of the CITY OF KENT, a Washington municipal corporation, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Given Under My Hand and Official Seal this —o-9 day of , 2018. �E P. �►►sstp,`,rprrr Printed NankG 6 N�r4 � ,4$�N NOTARY PUBL co 5n aqd for the State of ashington, •. $ residing at D aG a S My Commission Expires 'tea 1111 �g3HING`O`w� eo�4�+f s� SA 0 1joC'!4, } �. r0#1 11946 t;,41''Y� ;tJJJI rl f Kent Ground Lease page 10 LESSEE: THE YOUNG MEN'S CHRISTIAN ASSOCIATION OF GREATER SEATTLE, a Washington public benefit corporation By Date: 74 .,o Zq , 2018 STATE OF WASHINGTON ' ss. COUNTY OF KING ��Y� I certify that I know or have satisfactory evidence that f is the personwho appeared before me, and said person acknowledged that he signed this inst ent,on o th stated that he was authorized to execute the instrument and acknowledged it as the of THE YOUNG MEN'S CHRISTIAN ASSOCIATION OF GREATER SEATTLE, a Washington public benefit corporation,to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. �J� GIVEN UNDER MY HAND AND OFFICIAL SEAL this M day of �L,l'- , 2018. Printed Name v V �rMIS810 4441< //// NOTARY PUB IC in an for the State of Washington, po rq�F,'�to � residing at co r> ' . , T Z My Commission Expires 2� 19 29_ s Kent Ground Lease page 11 EXHIBIT A Legal Description of Morrill Meadows and East Hill Parks With Attached Drawing PARCEL A: That portion of the South half of the South half of the Northeast quarter of Section 20, Township 22 North, Range 5 East, W.M., in King County, Washington, being described as follows: COMMENCING at the Southeast corner of said Northeast quarter; THENCE North 89'1711"West along the South line of said Northeast quarter, a distance of 2242.18 feet: THENCE North 01001'21" East a distance of 30.00 feet, to the North margin of Southeast 248th Street and the TRUE POINT OF BEGINNING; THENCE continuing North 01°01'21" East, along an existing fence a distance of 180.00 feet; THENCE North 89°1711" West a distance of 195.19 feet to the East line of the West 160 feet of said South half of the South half; THENCE South 01119'24" West, along said East line, a distance of 70.00 feet; THENCE South 8901711" East a distance of 36.14 feet; THENCE South 00034'22" West, along an existing fence, a distance of 110.00 feet, to the North margin of said Southeast 248th Street; THENCE South 89017" 1" East, along said margin, a distance of 158.55 feet to the True Point of Beginning; EXCEPT that portion awarded by Decree in King County Superior Court Cause No. 88-2-03250-05, entered February 5, 1989, described as follows: COMMENCING at the Southeast corner of the Northeast quarter of said Section 20; THENCE North 88°43'44" West along the South line of the Northeast quarter of said Section 20, a distance of 2399.37 feet; THENCE North 01 003'32" East 140.00 feet along an existing fence to the North line of the South 140 feet of the Northeast quarter of said Section 20 and the TRUE POINT OF BEGINNING; THENCE continuing along said fence North 01 003'32" East 70.00 feet to the North line of Lot 1, King County Short Plat No. R477018, recorded under Recording No. 7804190934; THENCE North 88043'44" West along said North line 35.91 feet to the East line of the West 160 feet of the Northeast quarter of said Section 20; THENCE South 01 052'47" West along said East line 70.00 feet to the North line of the South 140 feet of the Northeast quarter of said Section 20; THENCE South 88°43'44" East along said North line 36.91 feet to the True Point of Beginning; (ALSO KNOWN AS Parcel "H", City of Kent Lot Line Adjustment No. LL-90-15, recorded under Recording No. 9005031225); PARCEL B: The East 80 feet of the West 160 feet of the South 140 feet of the Southwest quarter of the Northeast quarter of Section 20, Township 22 North, Range 5 East, W.M., in King County, Washington; EXCEPT the South 30 feet thereof taken for road by Decree entered in King County Superior Court Cause No. 38376, recorded under Recording no. 259129 and under Recording No. 4755699, in King Exhibit A - 1 of 7 (to Ground Lease) County, Washington; ALSO, That portion of the South half of the South half of the Northeast quarter of Section 20, Township 22 North, Range 5 East, W.M., in King County, Washington, described as follows: COMMENCING at the Southeast corner of said Northeast quarter; THENCE North 8901711" West along the South line of said Northeast quarter, a distance of 2,400.50 feet; THENCE North 00034'22" East, a distance of 30.00 feet to the North margin of Southeast 248th Street and the TRUE POINT OF BEGINNING; THENCE continuing North 00034'22" East along an existing fence line a distance of 110.00 feet; THENCE North 89'1711"West, a distance of 36.14 feet; THENCE South 1°19'24" West parallel to the West line of said Northeast quarter, a distance of 110.01 feet to the said North margin of Southeast 248th Street; THENCE South 8901711" East along said North margin, a distance of 37.58 feet to the True Point of Beginning; (ALSO KNOWN AS Parcel "K" of City of Kent Lot Line Adjustment No. 90-15, recorded under Recording No. 9005031225); PARCEL C: The West 160 feet of the South 273 feet of the Southwest quarter of the Northeast quarter of Section 20, Township 22 North, Range 5 East, W.M., in King County, Washington; EXCEPT the East 80 feet of the South 140 feet; AND EXCEPT the South 30 feet thereof for road by Decree entered in King County Superior Court Cause No. 38376, recorded under Recording No. 259129 and by Deed recorded under Recording No. 4755699; PARCEL D: The West 160 feet of the South 660 feet of the Southwest quarter of the Northeast quarter of Section 20, Township 22 North, Range 5 East, W.M., in King County, Washington; EXCEPT the South 273 feet thereof; TOGETHER WITH that portion of the Southwest quarter of the Northeast quarter of Section 20, Township 22 North, Range 5 East, W.M., in King County, Washington, described as follows: COMMENCING at the Southeast corner of the Northeast quarter of said Section 20; THENCE North 88043'44" West, along the South line of the Northeast quarter of said Section 20, 2,399.37 feet; THENCE North 01 00332" East, 140.00 feet along an existing fence line to the North line of the South 140 feet of the Northeast quarter of said Section 20 and the TRUE POINT OF BEGINNING for this description; THENCE continuing along said fence line North 03°03'32" East, 70.00 feet to the North line of Lot 1 of King County Short Plat No. R477018, as recorded under Recording no. 7804190934; THENCE North 88°43'44" West, along said line 35.91 feet to the East line of the West 160 feet of Exhibit A- 2 of 7 (to Ground Lease) the Northeast quarter of said Section 20; THENCE South 01 052'47" West, along said line, 70.00 feet to the North line of the South 140 feet of the Northeast quarter of said Section 20; THENCE South 88°43'44" East, along said line 36.91 feet to the True Point of Beginning and terminus of this description; AND TOGETHER WITH that portion of the Southwest quarter of the Northeast quarter of Section 20, Township 22 North, Range 5 East, W.M., in King County, Washington, described as follows: COMMENCING at the Southeast corner of the Northeast quarter of said Section 20; THENCE North 88°43'44"West, along the South line of the Northeast quarter of said Section 20, 2,399.37 feet; THENCE North 01°03'32" East, 210.00 feet along an existing fence line to the South line of Lot 2 of King County, Short Plat No. R477018, as recorded under King County Recording No. 7804190934 and the TRUE POINT OF BEGINNING for this description; THENCE continuing along said fence line North 01 00332" East 225.00 to the North line of said Lot 2; THENCE North 8804344" West, along said line 32.69 feet to the East line of the West 160 feet of the Northeast quarter of said Section 20; THENCE South 01 052'47" West, along said line 225.01 feet to the South line of said Lot 2; THENCE South 88043'44" East, along said line 35.91 feet to the True Point of Beginning and the terminus of this description; AND TOGETHER WITH that portion of the Southwest quarter of the Northeast quarter of Section 20, Township 22 North, Range 5, W.M., in King County, Washington, described as follows: COMMENCING at the Southeast corner of the Northeast quarter of said Section 20; THENCE North 88°43'44" West, along the South line of the Northeast quarter of said Section 20, 2,399.37; THENCE North 01 00332" East, 435.00 along an existing fence line to the South line of Lot 3 of King County Short Plat No. R477018, as recorded under Recording No. 7804190934 and the TRUE POINT OF BEGINNING for this description; THENCE continuing along said fence line, North 01 003'32" East, 224.62 feet to the North line of said Lot 2; THENCE North 88°43'44" West, along said line 29.47 feet to the East line of the West 160 feet of the Northeast quarter of said Section 20; THENCE South 01°52'47" West, along said line 224.63 feet to the South line of said Lot 3; THENCE South 88043'44" East, along said line 32.69 feet to the True Point of Beginning and terminus of this description; AND ALSO TOGETHER WITH an easement over the West 20 feet of the North 243 feet of said South 273 feet of the Southwest quarter of the Northeast quarter for ingress, egress and utilities; PARCEL E: That portion of the South half of the South half of the Northeast quarter of Section 20, Township 22 North, Range 5 East, W.M., in King County, Washington, being described as follows: COMMENCING at the Southeast corner of said Northeast quarter; Exhibit A - 3 of 7 (to Ground Lease) THENCE North 89'1711" West along the South line of said Northeast quarter, a distance of 1919.02 feet; THENCE North 00°26'03" East, a distance of 30.00 feet, to the North margin of Southeast 248th Street and the TRUE POINT OF BEGINNING; THENCE continuing North 00026'03" East, along an existing fence, a distance of 629.08 feet, to the North line of said South half of the South half; THENCE North 8901747" West along said North line, a distance of 316.39 feet; THENCE South 01 101'21" West, along an existing fence, a distance of 629.63 feet, to the North margin of said Southeast 248th Street; THENCE South 8901711" East along said margin, a distance of 322.85 feet to the True Point of Beginning; (ALSO KNOWN AS Parcel "G", City of Kent Lot Line Adjustment No. LL-90-15, recorded under Recording No. 9005031225); PARCEL F: Lots 25, 26 and 27, R.O. Smith's Orchard Tracts Addition to Kent, according to the plat thereof recorded in Volume 12 of Plats, page 27, records of King County, Washington; EXCEPT that portion of said Lot 27, described as follows: BEGINNING at the Northwest corner of said Lot 27; THENCE South 8901725" East along the North line of said Lot 27, for a distance of 14.08 feet; THENCE South 3030'06" East along an existing fence for a distance of 126.34 feet; THENCE North 89'1725" West for a distance of 24.05 feet to the West line of said Lot 27; THENCE North 01 101'23" East along said West line for a distance of 126.00 feet to the Point of Beginning; EXCEPT the South 1.5 feet thereof conveyed in Deed under Recording No. 9809303437; TOGETHER WITH the East 30 feet of the Southeast quarter of the Southeast quarter of the Northwest quarter of Section 20, Township 22 North, Range 5 East, W.M., in King County, Washington; EXCEPT portion lying with within Southeast 248th Street, as vacated by City of Kent Ordinance No. 3766, under Recording No. 20060110000426; PARCEL G: That portion of the South half of the South half of the Northeast quarter of Section 20, Township 22 North, Range 5 East, W.M., in King County, Washington, being described as follows; COMMENCING at the Southeast corner of said Northeast quarter, THENCE North 89017'11"West, along the South line of said Northeast quarter, a distance of 2242.18 feet; THENCE North 01°01'21" East, a distance of 210.00 feet, to the True Point of Beginning; THENCE continuing North 01001'21" East, along an existing fence, a distance of 225.00 feet; THENCE North 89'17 11" West, a distance of 194.01 feet, to the East line of the West 160 feet of said South half of Exhibit A -4 of 7 (to Ground Lease) the South half; THENCE South 01019'24"West, along said East line, a distance of 225.01 feet; THENCE South 89°17'11" East, a distance of 195.19 feet to the True Point of Beginning: (BEING Lot 2 and a portion of Lot 4, King County Short Plat No. R477018, recorded under Recording No. 7804190934, and also Parcel "I", City of Kent Lot Line Adjustment No. LL-90-15, as recorded under Recording No. 9005031225); EXCEPT that portion of said premises described as follows, pursuant to King County Superior Court Case No. 88-2-03250-5: That portion of the Southwest quarter of the Northeast quarter of Section 20; Township 22 North, Range 5 East, W.M., described as follows: COMMENCING at the Southeast corner of the Northeast quarter of said Section 20; THENCE North 88°43'44" West, along the South line of the Northeast quarter of said Section 20 2,399.37 feet; THENCE North 01 103'32" East 210.00 feet along an existing fence line to the South line of Lot 2 of King County Recording Number 7804190934 and the True Point of Beginning for this description; THENCE continuing along said fence line North 01°03'32" East, 225.00 feet to the North line of said Lot 2; THENCE North 88°43'44"West, along said line 32.69 feet to the East line of the West 160 feet of the Northeast quarter of said Section 20; THENCE South 01 052'47" West, along said line 225.01 feet to the South line of said Lot 2; THENCE South 88143'44" East, along said line 35.91 feet to the True Point of Beginning and terminus of this description; TOGETHER with a non-exclusive easement for ingress, egress and utilities 30.00 feet wide, the centerline being described as follows: COMMENCING at the Southeast corner of said Northeast quarter; THENCE North 89017'11"West, along the South line of said Northeast quarter, a distance of 2385.50 feet; THENCE North 00034'22" East a distance of 30.00 feet, to the North margin of S.E. 248th Street and the True Point of Beginning of said centerline; THENCE continuing North 00034'22" East, a distance of 415.00 feet; THENCE South 89125'38" East a distance of 20.00 feet, to the terminus of said centerline; TOGETHER WITH that portion lying within a circle with a radius of 35 feet, the radius point being located at the terminus of the afore described centerline. PARCEL H: That portion of the South half of the South half of the Northeast quarter of Section 20, Township 22 North, Range 5 East, W.M., in King County, Washington, being described as follows: COMMENCING at the Southeast corner of said Northeast quarter; THENCE North 89017'11" West along the South line of said Northeast quarter, a distance of 2242.18 feet; Exhibit A - 5 of 7 (to Ground Lease) THENCE North 01001'21" East, a distance of 435.00 feet to the True Point of Beginning; THENCE continuing North 01 001'21" East, along an existing fence, a distance of 224.62 feet, to the North line of said South half of the South half; THENCE North 89017'47"West, along said North line, a distance of 192.83 feet, to the East line of the West 160.00 feet of said South half of the South half; THENCE South 01°19'24"West along said East line, a distance of 224.60 feet; THENCE South 8901711" East a distance of 194.01 feet, to the True Point of Beginning; (BEING a portion of Lots 3 and 4, King County Short Plat No. R477018, recorded under Recording No. 7804190934); (ALSO KNOWN AS Parcel "J", City of Kent Lot Line Adjustment No. LL-90-15, recorded under Recording No. 9005031225); TOGETHER WITH a non-exclusive easement for ingress and egress 30.00 feet wide, the centerline being described as follows: COMMENCING at the Southeast corner of said Northeast quarter; THENCE North 89'1711" West, along the South line of said Northeast quarter, a distance of 2385.50 feet; THENCE North 00034'22" East, a distance of 30.00 feet, to the North margin of Southeast 248th Street and the True Point of Beginning of said centerline: THENCE continuing North 00034'22" East, a distance of 415.00 feet; THENCE South 89025'38" East, a distance of 20.00 feet, to the terminus of said centerline; TOGETHER WITH that portion lying within a circle with a radius of 35 feet, the radius point being located at the terminus of the afore described centerline. Situate in the County of King, State of Washin ton. s Parcel Parcel i �:. Kcsva.—ro+e teaisowa Parcel E Parcel G. Parcel Parcel A Parcel B - `... S E 2crH St. SE 2a8TN$T Exhibit A- 6 of 7 (to Ground Lease) R c t Panted F 36 yA{tn g' f Y -End of Exhibit A- Exhibit A- 7 of 7 (to Ground Lease) Exhibit B Legal Description of City Land with Attached Drawing THAT PORTION OF LOTS 25 AND 26, R.O. SMITH'S ORCHARD TRACTS ADDITION TO KENT, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 12 OF PLATS, PAGE 27, RECORDS OF KING COUNTY, WASHINGTON AND THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF THE NORTHEAST QUARTER SECTION 20, TOWNSHIP 22 NORTH, RANGE 5 EAST, W.M., IN KING COUNTY, WASHINGTON, BEING MORE PARTICULARY DESCRIBED AS FOLLOWS: COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 20, THENCE N88°43'15"W ALONG THE SOUTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 1919.02 FEET, THENCE LEAVING SAID SOUTH LINE N00°59'59"E, 30.00 FEET TO THE NORTH RIGHT OF WAY LINE OF SOUTHEAST 248T" STREET, AND THE TRUE POINT 01: BEGINNING; THENCE ALONG SAID NORTH RIGHT OF WAY LINE N88°43'15"W, 709.24 FEET, THENCE N01°53'30"E, 1.50 FEET; THENCE N88°43'15"W, 98.04 FEET; THENCE LEAVING SAID NORTH RIGHT OF WAY LINE N13°02'18"E, 58.74 FEET; THENCE N64°33'29"W, 70.29 FEET, THENCE S89°52'14"W, 235.82 FEET, THENCE N80°59'14"W, 155.87 FEET, THENCE N09°00'46"E, 20.00 FEET, THENCE N71°57'49"E, 256.71 FEET; THENCE S34°27'34"E, 89.26 FEET; THENCE S87°56'17"E, 118.54 FEET; THENCE N70°40'05"E, 44.20 FEET, THENCE N07°28'12"E, 202.72 FEET; THENCE N64°30'41"W, 71.36 FEET, THENCE N32°48'10"E, 80.77 FEET; THENCE N61°14'38"E, 78.32 FEET, THENCE N17°29'18"E, 147.42 FEET TO AN INTERSECTION WITH THE: NORTH LINE OF THE SOUTH HALF OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF SAID SECTION 20; THENCE ALONG SAID NORTH LINE S88°43'50"E, 681.60 FEET TO AN EXISTING FENCE LINE; THENCE ALONG THE EXISTING FENCE LINE S00°59'59"W, 629.71 TO THE TRUE POINT OF BEGINNING; EXCEPT THE FOLLOWING DESCRIBED TRACT OF LAND: COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 20, THENCE N88°43'15"W ALONG THE SOUTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 2355.69 FEET, THENCE N01°16'45"E, 30.00 FEET TO THE NORTH RIGHT OF WAY LINE OF SOUTHEAST 248T" STREET, AND THE TRUE POINT OF BEGINNING OF SAID EXCEPTION; THENCE CONTINUING N01°16'45"E, 323.00 FEET; THENCE N88°43'15"W, 297.28 FEET; THENCE S01°16'45"W, 213.00 FEET; THENCE S88°43'15"E, 252.28 FEET, THENCE S01°08'18"W, 110.00 FEET TO SAID NORTH RIGHT OF WAY LINE; THENCE ALONG SAID RIGHT OF WAY LINE S88°43'15"E, 45.00 FEET TO THE TRUE POINT OF BEGINNING OF SAID EXCEPTION. CONTAINING 447,958 SQUARE FEET MORE OR LESS June12 2018 O WA �I o N a r` "�j� h, 32429 P AST C NE I -SOR2N Si,/2, HISTORIC LOT C / N= i4, SEC 2c LINES 0 S88'43'50"E 681.60' ORCHARD TRACTS i HISTORIC LOT ADDITION ��, l LINES VOLL2, PG 7 j LEASE-BACK F, / m 1"=300' AREA 26 25 41; L11 I L20 0 �11 � Jt 0 o L22 J L18 U TPOB L7 L6 �s� N L25 L3 1— L1 1919.02', ST N88'43'15"W $E 248TH -�"—� L2 L24 n 2355.69' POINT OF COMMENCEMENT I I E 1/4 SECTION 20 LINE TABLE LINE TABLE LINE TABLE LINE # BEARING LENGTH LINE # BEARING LENGTH LINE # BEARING LENGTH L1 N88'43'15"W 709.24' L10 S34'27'34"E 89.26' L19 S1*16'45"W 323.00' L2 N1'53'30"E 1,50' L11 S87'56'17"E 118.54' L20 S88'43'15"E 297.28' L3 N88*43'15"W 98.04' L12 N70'40'05"E 44.20' L21 S1*16'45"W 213.00' L4 N13'02'18"E 58.74' L13 N7'28'12"E 202.72' L22 S88'43'15"E 252.28' L5 N64'33'29"W 70,29' L14 N64'30'41"W 71.36' L23 S1'08'1$"W 110.00' L6 S89'52'14"W 235.82' L15 N32'48'10"E 80.77' L24 S88'43'15"E 45.00' L7 N80'59'14"W 155.87' L16 N61*14'38"E 78.32' L25 NO'59'59"E 30.00' L8 N9'00'46"E 20.00' L17 N17'29'18"E 147,42' 1_9 N71'57'49"E 256.71' L18 S1*16'45"W 30.00' 11255 Kirkland Way,Suite 300 Kirkland,WA 98033 p 425.827.2014 I f 425.827.5043 Civil I Structural I Planning I Survey An Engineering Services Company paceengrs.com SCALE: 1"=300' FILE:14661 A—CONSTRUCTION LIMIT.DWG DATE:06 07 18 JFS PROJ. NO.: 16441A Exhibit C Legal Description of Project Land with Attached Drawing PARCEL DESCRIPTION: LOTS 25, 26 AND 27, R.O. SMITH'S ORCHARD TRACTS ADDITION TO KENT, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 12 OF PLATS, PAGE 27, RECORDS OF KING COUNTY, WASHINGTON; EXCEPT THAT PORTION OF SAID LOT 27, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 27; THENCE SOUTH 89°17'25" EAST ALONG THE NORTH LINE OF SAID LOT 27, FOR A DISTANCE OF 14.08 FEET; THENCE SOUTH 3°30'06" EAST ALONG AN EXISTING FENCE FOR A DISTANCE OF 126.34 FEET; THENCE NORTH 89°17'25"WEST FOR A DISTANCE OF 24.05 FEET TO THE WEST LINE OF SAID LOT 27; THENCE NORTH 01°01'23" EAST ALONG SAID WEST LINE FOR A DISTANCE OF 126.00 FEET TO THE POINT OF BEGINNING, EXCEPT THE SOUTH 1.5 FEET THEREOF CONVEYED IN DEED UNDER RECORDING NO. 9809303437; TOGETHER WITH THAT PORTION OF 108TH AVENUE SOUTHEAST, AS VACATED BY CITY OF KENT ORDINANCE NO. 3766, UNDER RECORDING NO. 20060110000426, BEING THE EAST 30.00 FEET OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 20, TOWNSHIP 22 NORTH, RANGE 5 EAST, W.M., IN KING COUNTY, WASHINGTON, EXCEPT THAT PORTION LYING WITH WITHIN SOUTHEAST 248TH STREET; TOGETHER WITH THAT PORTION OF SOUTH HALF OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF SECTION 20, TOWNSHIP 22 NORTH, RANGE 5 EAST, W.M., IN KING COUNTY, WASHINGTON, LYING WEST OF THE FOLLOWING DESCRIBED LINE: COMMENCING AT THE SOUTHEAST CORNER OF SAID NORTHEAST QUARTER; THENCE NORTH 89'17'11"WEST ALONG THE SOUTH LINE OF SAID NORTHEAST QUARTER, A DISTANCE OF 1919.02 FEET; THENCE NORTH 00°26'03" EAST, A DISTANCE OF 30.00 FEET, TO THE NORTH MARGIN OF SOUTHEAST 248TH STREET AND THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 00°26'03" EAST, ALONG AN EXISTING FENCE, A DISTANCE OF 629.08 FEET, TO THE NORTH LINE OF SAID SOUTH HALF OF THE SOUTH HALF. AND EXCEPT THAT PORTION OF THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER AND THAT PORTION OF 108TH AVENUE SOUTHEAST, AS VACATED BY CITY OF KENT ORDINANCE NO. 3766, UNDER RECORDING NO. 20060110000426 IN THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER ALL IN SECTION 20, TOWNSHIP 22 NORTH, RANGE 5 EAST, W.M. AND OF LOT 25 OF R. O. SMITH'S ORCHARD TRACTS ADDITION TO KENT AS RECORDED IN VOLUME 12 OF PLATS, PAGE 27, IN KING COUNTY RECORDS MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 20, TOWNSHIP 22 NORTH, RANGE 5 EAST, W.M.; THENCE NORTH 88°43'15"WEST, ALONG THE SOUTH LINE OF THE NORTH HALF OF SAID SECTION 20, A DISTANCE OF 2355.69 FEET; THENCE NORTH 1°16'45" EAST, PERPENDICULAR TO SAID SOUTH LINE, 30.00 FEET TO THE NORTH MARGIN OF SOUTHEAST 248TH STREET, AND THE POINT OF BEGINNING; THENCE, CONTINUING, NORTH 1°16'45" EAST, 323.00 FEET TO THE NORTH LINE OF THE SOUTH 353.00 FEET OF THE NORTH HALF OF SECTION 20; THENCE NORTH 88°43'15"WEST, ALONG SAID NORTH LINE, 297.28 FEET; THENCE SOUTH 1°16'45" WEST, PERPENDICULAR TO SAID SOUTH LINE, 213.00 FEET, TO THE NORTH LINE OF THE SOUTH 140 FEET OF THE NORTH HALF OF SECTION 20, THENCE SOUTH 88'43'15" EAST, ALONG SAID NORTH LINE, 252.28 FEET, THENCE SOUTH 1'16'45" WEST, PERPENDICULAR TO SAID SOUTH LINE, 110.00 FEET, TO THE NORTH MARGIN OF SOUTHEAST 248TH STREET, THENCE SOUTH 88°43'15" EAST ALONG SAID NORTH MARGIN 45.00 FEET TO THE POINT OF BEGINNING. SITUATE IN THE CITY OF KENT, KING COUNTY, WASHINGTON. CONSTRUCTION LIMITS DESCRIPTION: THAT PORTION OF THE ABOVE DESCRIBED PARCEL LYING EAST OF THE FOLLOWING DESCRIBED LINE: COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 20, THENCE N88°43'15"W ALONG THE SOUTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 1919.02 FEET, THENCE LEAVING SAID SOUTH LINE N00°59'59"E, 30.00 FEET TO THE SOUTHEAST CORNER OF THE ABOVE DESCRIBED PARCEL AND NORTH RIGHT OF WAY LINE OF SOUTHEAST 248T" STREET, AND THE TRUE POINT OF BEGINNING; THENCE N88°43'15"W ALONG THE SOUTH LINE OF SAID PARCEL AND NORTH RIGHT OF WAY LINE, 709.24 FEET; THENCE N01°53'30"E, 1.50 FEET, THENCE N88°43'15"W, 98.04 FEET; THENCE LEAVING SAID SOUTH LINE N13°02'18"E, 58.74 FEET; THENCE N64°33'29"W, 70.29 FEET; THENCE S89°52'14"W, 235.82 FEET, THENCE N80°59'14"W, 155.87 FEET, THENCE N09°00'46"E, 20.00 FEET; THENCE N71°57'49"E, 256.71 FEET, THENCE S34°27'34"E, 89.26 FEET; THENCE S87°56'17"E, 118.54 FEET, THENCE N70°40'05"E, 44.20 FEET; THENCE N07°28'12"E, 202.72 FEET; THENCE N64°30'41"W, 71.36 FEET; THENCE N32°48'10"E, 80.77 FEET; THENCE N61°14'38"E, 78.32 FEET; THENCE N17°29'18"E, 147.42 FEET TO AN INTERSECTION WITH THE NORTH LINE OF THE SOUTH HALF OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF SAID SECTION 20 AND THE TERMINUS. SAID INTERSECTION BEARS N88°43'50"W, 681.60 FEET FROM THE NORTHEAST CORNER OF SAID PARCEL; CONTAINING 447,958 SQUARE FEET MORE OR LESS June 11, 2018 4�v�O Rx�asyjcO'L 1 a 32429 r,�AL LA?ro CONSTRUCTIIION AREA [NORTH LINE 51/2, St/2, HISTORIC LOT CO NE1/4, SEC 20 LINES � S88'43'50"E 681.60' ORCHARD TRACTS �/ HISTORIC LOT ADDITION 6 /% LINES VOL12, PG 7 i! 1"=300' 26 25 c4 `° /L20 �� ! L22 U' TPOB Ll L7 L6 S N L25 J L1 —1919.02' L4 SE 248TH ST n N88'43'15"W L2 L24 I 2355.69' PiOINT OF COMMENCEMENT E 1/4 SECTION 20 LINE TABLE LINE TABLE LINE TABLE LINE # BEARING LENGTH LINE # BEARING LENGTH LINE ¢E BEARING LENGTH L1 N88'43'15"W 709.24' L10 S34'27'34"E 89.26' L19 S1*16'45"W 323.00' L2 N1'53'30"E 1.50' L11 S87'56'17"E 118.54' L20 S88'43'15"E 297.28' L3 N88'43'15"W 98.04' L12 N70'40'05"E 44.20' L21 S1*16'45"W 213.00' L4 N13'02'18"E 58.74' L13 N7'28'12"E 202.72' L22 S88'43'15"E 252.28' L5 N64'33'29"W 70.29' L14 N64'30'41"W 71.36' L23 S1'08'18"W 110.00' L6 S89'52'14"W 235.82' L15 N32'48'10"E 80.77' L24 S88'43'15"E 45.00' L7 N80'59'14"W 155.87' L16 N61'14'38"E 78.32' L25 NO'59'59"E 30.00' L8 N9'00'46"E 20.00' L17 N17'29'18"E 147.42' L9 N71*57'49"E 256.71' L18 S1*16'45"W 30.00' 11255 Kirkland Way,Suite 300 Kirkland,WA 14 1f. CONSTRUCTION PEE p.425.827.2014 I f.425.827.5043 AREA ..................................................... Civil I Structural I Planning I Survey An Engineering Services Company paceengrs.com SCALE: 1"=300' FILE:14661 A-CONSTRUCTION LIMIT.DWG DATE:06 14 18 JFS PROJ. NO.: 16441A EXHIBIT D INSURANCE REQUIREMENTS FOR GROUND LEASE AGREEMENT Insurance Lessee shall procure and maintain, for the duration of the Ground Lease, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the Lessee's operation and use of City of Kent (Lessor) property. A. Minimum Scope of Insurance Lessee shall obtain insurance of the types described below: 1. Commercial General Liability insurance shall be written on Insurance Services Office (ISO) occurrence form at least as broad as CG 00 01 and shall cover premises liability, contractual liability, products-completed operations liability, and independent contractors liability. The Lessor shall be named as an Additional Insured on Lessee's Commercial General Liability insurance policy using a form at least as broad as ISO Form CG 20 11 (Managers or Lessors of Premises) or equivalent. 2. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. B. Minimum Amounts of Insurance Lessee shall maintain the following insurance limits: 1. Commercial General Liability insurance shall be written with limits no less than $5,000,000 each occurrence, $5,000,000 general aggregate. 2. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $5,000,000 per accident. 3. Umbrella Liability Insurance (over primary) or excess policy may be used to comply with limits or other primary coverage requirements. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Commercial General Liability insurance: 1. Lessee's insurance coverage shall be primary insurance with respect to the Lessor. Any Insurance or self-insurance coverage maintained by the Lessor shall be excess of the Lessee's insurance and shall not contribute with it. 1 2. Lessee is contractually obligated to provide at least 30 days prior notice to Lessor in the event of cancellation of any coverage related to this contract. 3. Lessee's insurance coverage shall be written on an Occurrence basis only. Claims made coverage is not acceptable. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A- VII. E. Verification of Coverage Lessee's shall furnish the Landlord with original certificates and a copy of the additional insured endorsement, evidencing the insurance requirements of the Tenant. Landlord shall be named as an Additional Insured. F. Contractors Lessee agrees to ensure all Contractors, sub-Contractors, Consultants or other parties utilized by Lessee to perform work on Lessor's property are fully insured to the extent of coverage specified in this agreement. G. Waiver of Subrogation Lessee and Lessor hereby release and discharge each other From all claims, losses and liabilities arising from or caused by any hazard covered by property insurance on or in connection with the Premises or Lessee's improvements. This release shall apply only to the extent that such claim, loss or liability is covered by insurance. H. Lessor's Property Insurance Lessor shall purchase and maintain during the term of the Lease, all-risk property insurance covering all applicable city of Kent property. 2 ,aco CERTIFICATE OF LIABILITY INSURANCE DAT6/27/2018 Y) o /z�/ ola THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Parker, Smith&Feek, Inc. PHONE 425-709-3600 FAX 425 709-7460 2233 112th Avenue NE A/c IL EXt: ac No: E-MAIL Bellevue,WA 98004 ADDRESS: INSURE S AFFORDING COVERAGE NAIC# _ INSURERA: United States Fire Ins.Co. INSURED INSURER B: YMCA of Greater Seattle 909 4th Avenue INSURERC: Seattle,WA 98104 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. - — - - ---- -INSR ADDL SUBR' POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE POLICY NUMBER MM/DD/YYYY MM/DD/YWY A GENERAL LIABILITY 5068939203 6/1/2018 6/1/2019 1 EACH OCCURRENCE $ 1,000,000 DAMAGE TO X COMMERCIAL GENERAL LIABILITY X X PREMISES EaE occurrence) $ 1,000,000 CLAIMS-MADE FRI OCCUR MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 3,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 1,000,000 POLICY PRO X LOC $ A AUTOMOBILE LIABILITY 5068939203 6/1/2018 6/1/2019 EeacCMBodeDSiNGLELIMIT 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NO OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident A UMBRELLA LIAR X OCCUR 5821104015 6/1/2018 6/1/2019 EACH OCCURRENCE $ 4,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $ 4,000,000 DED I X I RETENTION$ NIL $ WORKERS COMPENSATION 5068939203 V1IC STATU- X OTH- A AND EMPLOYERS'LIABILITY YIN 6/1/2018 611/2019 T R I I ANY PROPRIETOR/PARTNER/EXECUTIVE ��WA Stop Gap E.L.EACH ACCIDENT ER $ 1,000,000 OFFICER/MEMBER EXCLUDED? ❑ NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below - E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) All Operations.City of Kent is an additional insured and coverage is primary and non-contributory on the general liability policy per the attached endorsements/forms.Waiver of subrogation applies on the general liability policy per endorsements/forms to be issued by carrier.$25,000 GL BI/PD Deductible. Notice of Cancellation for the general liability policy applies per the attached form. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Kent City Parks, Recreation and Community ACCORDANCE WITH THE POLICY PROVISIONS. Services Director 220 Fourth Ave S AUTHORIZED REPRESENTATIVE Kent,WA 98032 J ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD A 5068939203 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY EARLIER NOTICE OF CANCELLATION AND NON-RENEWAL- PROVIDED BY US This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM COMMERCIAL GENERAL LIABILITY COVERAGE FORM COMMERCIAL INLAND MARINE COVERAGE FORM COMMERCIAL PROPERTY COVERAGE FORM CRIME AND FIDELITY COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by the endorsement. SCHEDULE Number of Days' Notice for Cancellation 6 C Number of Days'Notice for Nonrenewal 6 0 For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellation, as provided in paragraph 2. of either the CANCELLATION Common Policy Condition or as amended by an applicable state cancellation endorsement, is increased to the number of days shown in the Schedule above. For any statutorily permitted reason, the number of days required for notice of nonrenewal is increased to the number of days shown in the Schedule above, or to the number of days required by an applicable state cancellation and/or nonrenewal endorsement,whichever is greater. If no entry appears in a blank above,and the information is not shown in the Declarations,the number of days for cancellation or nonrenewal shall be governed by the applicable state requirement,if any. FM 303.0.14 08 07 Page 1 of 1 POLICY NUMBER: 5068939203 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization whom you are required to add as an Additional Insured to this policy by written contract or agreement, unless such contract or agreement is executed after the date of loss. I I I Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for"bodily injury", "property If coverage provided to the additional insured is damage" or "personal and advertising injury" required by a contract or agreement, the most we caused, in whale or in part, by your acts or will pay on behalf of the additional insured is the omissions or the acts or omissions of those acting amount of insurance: on your behalf: 1. In the performance of your ongoing operations; 1. Required by the contract or agreement; or or 2. Available under the applicable Limits of 2. In connection with your premises owned by or Insurance shown in the Declarations; rented to you. whichever is less. However: This endorsement shall not increase the 1. The insurance afforded to such additional applicable Limits of Insurance shown in the Declarations, insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. i CG 20 26 0413 C Insurance Services Office, Inc., 2012 Page 1 of 1 i EXHIBIT E MEMORANDUM OF GROUND LEASE When Recorded Return to: Hope Gibson, Planning &Development Mgr City of Kent Parks, Recreation, and Community Services Department 220 4`h Avenue South Kent,WA 98032 MEMORANDUM OF GROUND LEASE Grantor(s): CITY OF KENT Grantee(s): THE YOUNG MEN'S CHRISTIAN ASSOCIATION OF GREATER SEATTLE Legal Description (abbreviated): X Complete legal on EXHIBIT A Assessor's Tax Parcel Identification No(s): Reference No.of Related Documents: n/a THIS MEMORANDUM OF GROUND LEASE ("Memorandum") is dated for reference purposes June 29, 2018 and is made by and between CITY OF KENT, a Washington municipal corporation ("Landlord"), and THE YOUNG MEN'S CHRISTIAN ASSOCIATION OF GREATER SEATTLE, a Washington public benefit corporation ("Tenant"). 1. Lease. Landlord has leased to Tenant the Premises described in Exhibit A and by this reference incorporated in this Memorandum("Premises") at a rent and on the terms and conditions set forth in that certain Ground Lease dated June 29, 2018, by and between Landlord and Tenant("Lease"). The Lease is for a term expiring on the earlier of the expiration of the full term of the Project Lease, which is 20 years after the first day of the calendar month following the Initial Occupancy Date as defined therein, or the Project Lease early termination date, if early termination is exercised as provided for in the Project Lease. EXHIBIT E (to Ground Lease) the Initial Occupancy Date as defined therein, or the Project Lease early termination date, if early termination is exercised as provided for in the Project Lease. 2. Definition of Terms. All capitalized terms not otherwise defined in this Memorandum shall have the same meaning as set forth in the Lease. 3. Tax Exemption. In accordance with RCW 35.42.090, the Lease shall be exempt from any taxes imposed under the authority of Ch. 82.45 RCW, RCW 82.04.040 or RCW 82.08.090. 4. Lien Notice. Notice is given that Landlord will not be liable for any labor, services, materials or equipment furnished or to be furnished to Tenant or anyone holding an interest in the Premises (or any part of the Premises) through or under Tenant, and that no construction or other liens for any such labor, services, materials or equipment shall attach to or affect the interest of Landlord in the Premises. 5. Purpose of Memorandum. This Memorandum is prepared for purposes of recordation only and does not set forth all of the terms and conditions set forth in the Lease. In the event there is any conflict between the terms and conditions of the Lease and this Memorandum, the Lease shall control. DATED the date first above written. APPROVED AS TO FORM: CITY OF KENT, a Washington municipal corporation By: By: Name: Dana Ralph Title: Mayor Date: , 2018 Date: June 29, 2018 TENANT: THE YOUNG MEN'S CHRISTIAN ASSOCIATION OF GREATER SEATTLE, a Washington public benefit corporation By: Name: Title: Date: June 29, 2018 MEMORANDUM OF GROUND LEASE-2 STATE OF WASHINGTON COUNTY OF KING } ss. I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he signed this instrument,on oath stated that he was authorized to execute the instrument and acknowledged it as the of THE YOUNG MEN'S CHRISTIAN ASSOCIATION OF GREATER SEATTLE,a Washington public benefit corporation, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED this day of , 2018. Printed Name NOTARY PUBLIC in and for the State of Washington, residing at My Commission Expires STATE OF WASHINGTON } ss. COUNTY OF KING I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that(he/she) signed this instrument, on oath stated that(he/she) was authorized to execute the instrument and acknowledged it as the of CITY OF KENT, a Washington municipal corporation,to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED this day of , 2018. Printed Name NOTARY PUBLIC in and for the State of Washington, residing at My Commission Expires EXHIBIT E (to Ground Lease) Exhibit A to Memorandum of Ground Lease "Premises" THAT PORTION OF LOTS 25 AND 26, R.O. SMITH'S ORCHARD TRACTS ADDITION TO KENT, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 12 OF PLATS, PAGE 27, RECORDS OF KING COUNTY, WASHINGTON AND THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF THE NORTHEAST QUARTER SECTION 20, TOWNSHIP 22 NORTH, RANGE 5 EAST, W.M., IN KING COUNTY, WASHINGTON, BEING MORE PARTICULARY DESCRIBED AS FOLLOWS: COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 20, THENCE N88°43'15"W ALONG THE SOUTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 1919.02 FEET; THENCE LEAVING SAID SOUTH LINE N00°59'59"E, 30.00 FEET TO THE NORTH RIGHT OF WAY LINE OF SOUTHEAST 248T" STREET, AND THE TRUE POINT OF BEGINNING; THENCE ALONG SAID NORTH RIGHT OF WAY LINE N88°43'15"W, 709.24 FEET; THENCE N01°53'30"E, 1.50 FEET; THENCE N88°43'15"W, 98.04 FEET; THENCE LEAVING SAID NORTH RIGHT OF WAY LINE N13°02'18"E, 58.74 FEET; THENCE N64°33'29"W, 70.29 FEET, THENCE S89°52'14"W, 235.82 FEET; THENCE N80°59'14"W, 155.87 FEET; THENCE N09°00'46"E, 20.00 FEET; THENCE N71°57'49"E, 256.71 FEET; THENCE S34°27'34"E, 89.26 FEET; THENCE S87°56'17"E, 118.54 FEET; THENCE N70°40'05"E, 44.20 FEET; THENCE N07°28'12"E, 202.72 FEET, THENCE N64°30'41"W, 71.36 FEET; THENCE N32°48'10"E, 80.77 FEET, THENCE N61°14'38"E, 78.32 FEET, THENCE N17°29'18"E, 147.42 FEET TO AN INTERSECTION WITH THE NORTH LINE OF THE SOUTH HALF OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF SAID SECTION 20; THENCE ALONG SAID NORTH LINE S88°43'50"E, 681.60 FEET TO AN EXISTING FENCE LINE; THENCE ALONG THE EXISTING FENCE LINE S00°59'59"W, 629.71 TO THE TRUE POINT OF BEGINNING, EXCEPT THE FOLLOWING DESCRIBED TRACT OF LAND: COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 20, THENCE N88°43'15"W ALONG THE SOUTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 2355.69 FEET; THENCE N01°16'45"E, 30.00 FEET TO THE NORTH RIGHT OF WAY LINE OF SOUTHEAST 248T" STREET, AND THE TRUE POINT OF BEGINNING OF SAID EXCEPTION; THENCE CONTINUING N01°16'45"E, 323.00 FEET; THENCE N88°43'15"W, 297.28 FEET; THENCE S01°16'45"W, 213.00 FEET, THENCE S88°43'15"E, 252.28 FEET; THENCE S01°08'18"W, 110.00 FEET TO SAID NORTH RIGHT OF WAY LINE; THENCE ALONG SAID RIGHT OF WAY LINE S88°43'15"E, 45.00 FEET TO THE TRUE POINT OF BEGINNING OF SAID EXCEPTION. CONTAINING 447,958 SQUARE FEET MORE OR LESS June12 2018 1-6 R' F�II ¢v Clg WAgy f �) o CID Q? 32429 IsTE� s��AL LNA0 INORTH LINE St/2, Si/2, HISTORIC LOT C N t/a, sEC 20 LINES S88'43'50"E 681.60' ORCHARD' TRACTS ��NY' HISTORIC LOT ADDITION %\ / LINES VOLL2, PG 7 ^�j LEASE-BACK AREA 1"=300' 26 25 4711 L11 r7I ( L20 a CD aof�� L22 J L18 ❑ TPOB L 7 — L6 81 C%4 L25 L3 1- -J Lt _ L4 —1919.02' 48TH ST N88'43'15"W SE 2 L2 L24 n 2355.69' POINT OF COMMENCEMENT E 1/4 SECTION 20 LINE TABLE LINE TABLE LINE TABLE LINE # BEARING LENGTH LINE # BEARING LENGTH LINE # BEARING LENGTH L1 N88'43'15"W 709.24' L10 S34'27'34"E 89.26' L19 S1*16'45"W 323.00' L2 N1'53'30"E 1.50' 1_11 S87'56'17"E 118.54' L20 S88'43'15"E 297.28' 1_3 N88'43'15"W 98.04' L12 N70'40'05"E 44.20' L21 S1'16'45"W 213,00' L4 N13'02'18"E 58,74' L13 N7'28'12"E 202.72' L22 S88'43'15"E 252.28' L5 N64'33'29"W 70,29' L14 N64'30'41"W 71.36' L23 S1'08'18"W 110.00' L6 S89'52'14"W 235.82' L15 N32'48'10"E 80.77' L24 S88'43'15"E 45.00' 1_7 N80'59'14"W 155.87' L16 N61*14'38"E 78.32' L25 N0'59'59"E 30.00' L8 N9'00'46"E 20.00' L17 N17'29'18"E 147.42' L9 N71'57'49"E 256.71' L18 S1'16'45"W 30.00' 11255 Kirkland Way,Suite 300 Kirkland,WA 98033 E p.425.827.2014 I f.425.827,5043 ...................................................... Civil(Structural I Planning Survey An Engineering Services Company paceengrs.com SCALE: 1"=300' FILE:14661A—CON STRUCTION LIMIT.DWG DATE:06 07 18 JFS PROD. NO.: 16441A