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HomeMy WebLinkAbout98-094 - Washington Capital Management - Lease Termination for 6300 Southcenter BoulevardLEASE TERMINATION AGREEMENT This LEASE TERMINATION AGREEMENT (this "Agreement") is made this 19th day of March 1999 by and between the CITY OF TUKWILA, successor in interest to WASHINGTON CAPITAL MANAGEMENT, INC., as Investment Manager for Locals 302 and 612 International Union of Operating Engineers, Employers Construction Industry Retirement Fund ("Landlord") and JOMAR INVESTMENT COMPANY, a California Company, dba/AAMES HOME LOAN, ("Tenant"). RECITALS: Landlord is the landlord and Tenant is the tenant under a certain Office Lease Agreement dated March 8, 1995 for premises located at 6300 Southcenter Boulevard, Suite 209, Tukwila, Washington as amended by the First Amendment to Lease dated June 30, 1995 (collectively "The Lease"). Tenant wishes to obtain early termination of the Lease. Landlord is willing to agree to early termination of the Lease on the terms and conditions set forth herein. NOW, THEREFORE, for good and valuable consideration, the parties agree as follows: 1. The Expiration Date set forth in Section 1.4.2 of the Lease is hereby accelerated to May 1, 1999. 2. As material consideration for Landlord's agreement to such lease termination, Tenant covenants and agrees as follows: a. Tenant shall pay Landlord the sum of Five Thousand Dollars and No/100 $5,000.00 (the "Lease Termination Fee") on or before the date Tenant vacates the Premises. Except as otherwise applied under the Lease, the Security Deposit paid by Tenant and held by Landlord shall be retained by the Landlord. b. Tenant shall vacate the Premises on or before May 1, 1999 and shall leave the Premises in the condition required by the Lease. 3. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and there are no representations, agreements, arrangements, understandings, oral or written between and among the parties hereto with respect to the subject matter hereof except as set forth herein. No amendment or supplement to this Agreement shall be valid or effective unless in writing and executed by both parties hereto. 4. Attorneys' Fees. In the event of litigation between the parties hereto, declaratory or otherwise, in connection with this Agreement, the prevailing party shall recover its costs and attorneys' fees actually incurred, which shall be determined and fixed by the court as part of the judgment. Landlord: CITY OF TUKWILA By: Its: Tenant: JOMAR INVESTMENT COMPANY, a California Company, dba/AAMES HOME LOAN Its: STATE OF ek'Lt.f00-10_) )ss. COUNTY OF (j35 ksei-S ) I certify that I know or have satisfactory evidence that at." �..1.. CD124,6--,1 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 acknowledge it as the \Ace Pks of itl3 %t'9•r41_ CO. to be the free and voluntary act of such party for the uses . d purp se g ; ' d in the instrument. Dated: 1-4.—/ - 11 . Ucfi Michelle L. Adams rt ,� ��(�� Comm #1145684 cv ‘14-147. tgrI4NOTARY PUCLIC CALIFORNIAR d 14-14 7 . ICI': ANGELES COUNTY z�+1i73 Comm Exp. July 4 2001 -+ (Sig Otk -t.€ 1 • 4 -DA -MS (Print Name) Notary Public, in and for the State tkz - F - of , residing at (.6S 4i1(, r 5 My Commission Expires 7- p STATE OF COUNTY OF I certify that I know or have satisfactory evidence that pJa, t) L �TS 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 t nstrument and acknowledge it as the /4 -Yo L of The Ce {t/ O trikwa !_ 4 to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: /f g q- %9 I / &/,e:?,d =NNIS 0 4:S\dN :o NOTARY 51 ;G/' PUBLIC WASO (Si. ature) Exi/v/S C�-r (Print Name) I j Notary Public, in and for the State GCJe of , residing at _44 My Commission Expires - 2R-02 ADDENDUM A Reference is made to that certain Real Estate Purchase & Sale Agreement dated 10 S , 1998, by and between Washington Capital Management, Inc., as Seller, and City of Tukwila, as Purchaser, regarding the Property commonly known as 6300 Southcenter Boulevard located in Tukwila, Washington. 1. Within ten (10) days after execution of this Agreement, Seller shall furnish Purchaser with preliminary title report. 2. CONDITIONS 2.1 Purchaser's Conditions. The consummation of Closing is, at Purchaser's option, subject to the complete satisfaction or waiver of each and all of the following conditions: 2.1.1 Feasibility Contingency. Purchaser completing a feasibility study and determining in Purchaser's full and complete discretion that it is feasible for Purchaser to own and operate the Sale Property in a manner and upon terms and conditions satisfactory to Purchaser. Purchaser shall have until 5:00 pm on the forty-fifth (45th) full day after full execution of this Agreement (the "Feasibility Period") to give Seller written notice that this condition is satisfied or waived. Purchaser shall have the right, at Purchaser's expense, to make and obtain such inspections and studies, as Purchaser deems necessary, to review all leases, book and records information, materials and documents related to the Property. Should the Purchaser deteiiiiine during said feasibility and inspection period that the condition of the Property, expenses of operation, lease terms or other matters related to the Property make the Property unsuitable for Purchaser's investment and use, then Purchaser may terminate this Agreement and receive a refund of Purchaser's earnest money deposit by giving Seller written notice of his election within the Feasibility Period . If Purchaser terminates this transaction during the Feasibility Penod by notifying the Seller in writing of its intent not to close, then the Earnest Money Deposit will be returned to Purchaser; this offer will become null and void and Purchaser must return all materials related to this Real Estate Purchaser & Sale Agreement to the Seller or its agent. Upon waiver or satisfaction of this Feasibility Contingency, the Earnest Money Deposit shall be deemed earned by Seller in consideration of this Agreement and shall be non-recoverable except on failure of Seller to waive a contingency under Section 2.2 or on default by Seller. 2.1.2 Financing Contingency. Purchaser arranging bond financing for the purchase. Purchaser shall have until 5:00 pm on the sixtieth (60th) day after full execution of this Agreement (the "Financing Period") to give Seller written notice that this condition is satisfied or waived. 2.1.3 City Council Approval. Purchaser obtaining approval from the Tukwila City Council for this Agreement. Purchaser shall have until 5:00 pm on the tenth (10th) day after full execution of this Agreement to give Seller written notice that this condition is satisfied or waived. 1 I:\WP\WHB\0464\023A001 B.WHB.DOC 2.2 Seller's Conditions. The obligations of Seller under this Agreement and consummation of Closing are, at Seller's option, subject to the complete satisfaction or waiver of each and all of the following conditions. 2.2.1 Party In Interest Certificate. Purchaser executing, simultaneous with full execution of this Agreement, and again upon Closing, a Party In Interest Certificate in substantially the form attached hereto as Exhibit 1, certifying that Purchaser is not a Related Party. Purchaser shall truthfully complete the Party In Interest Certificate. 2.2.2 Seller's Investment Committee Approval. Approval by Washington Capital Management's Investment Committee of this Agreement not later than ten (10) days after full execution of this Agreement. 2.3 Effect of No Notice. If the applicable party holding a contingency under this Section 2 fails to notify the other that the applicable contingency has been satisfied or waived within the applicable time period set forth herein, this Agreement shall terminate, any non-refundable Earnest Money Deposit shall be disbursed to Seller, the balance of the Earnest Money Deposit shall be returned to Purchaser and neither party shall have any further rights or obligations whatsoever arising out of or in connection with this Agreement except as otherwise specifically set forth herein. 3. The closing of this sale to purchase Property shall take place fifteen (15) days following the removal of contingencies, but in any event, not later than December 31, 1998, unless the closing, is extended by mutual consent of the parties. 4. The Seller grants to Purchaser the right upon reasonable prior notice to enter upon the property at any reasonable time prior to closing of this Real Estate Purchase & Sale Agreement for the purpose of making surveys, architectural plans for tenant improvements, engineering studies, soil tests, and other test or studies which Purchaser may deem necessary in connection with the purchase of said Property, provided that Purchaser shall defend, indemnify and hold the Seller harmless from any injury, damage, claim, lien, cost and/or expense incurred by or claimed against the Seller by reason of any entry by Purchaser or Purchaser's agent, employees, or contractors on the Property as set forth by this paragraph. 5. Seller shall pay for the standard title insurance covered as well as normal costs, including real estate excise taxes and real estate commissions due by reason of this transaction. Purchaser will pay its normal closing costs. Parties will bear equally the escrow fee. Purchaser and Seller shall each pay their respective legal costs. Purchaser may pay for extended title insurance coverage. Seller shall provide survey if available. If no survey is available, Purchaser may obtain one at its expense. 6. Each party shall immediately notify the other party of any relevant information received by him, which would change any material representation, and/or warranties contained herein. Purchaser shall have the option of a) waiving the breach of warranty that would be caused by such change, or b) terminate this Agreement. If such fact is different because of the deliberate material misrepresentation of Seller, then the options of the preceding sentence shall 2 I.\WP\WHB\0464\023A001 B. W HB.DOC be in addition to any other remedies available to Purchaser at law or in equity. The Seller represents and warrants the following: A. Seller has the power, right and authority to make this Agreement with Purchaser. B. Seller is not in default and will not during the terms of this Agreement knowingly default or voluntarily permit a default to exist on any of its obligation under any real estate contract, lease, mortgage or deed of trust affecting any portion of the Property. C. Seller has good and marketable title to all of the Property. D. Seller has no knowledge of any pending zoning changes of the Property and has no knowledge of any unlawful or pending removal of any title serving the Property or utilities being adversely affected by easements or any other restrictions. Seller's knowledge means the actual knowledge of Michael Barnes without special inquiry. E. All persons and corporations supplying labor, material and equipment to the Property have been paid or will be paid at Closing and there are no claims of liens. F. There are no current assessments for public improvements against the Property not shown in the preliminary title commitment. G. The Property has legal access to all streets adjoining the Property. H. The leases and maintenance contracts (or copies thereof) provided to the Purchaser for inspection are complete, accurate and to the best of Seller's knowledge in full force and effect. To the best of Seller's knowledge books and records or expenses of the Property provided to the Purchaser for inspection are complete and accurate in all material respects. 7. Hazardous Materials Representations. A. The term hazardous or materials or substances as used in this Agreement means materials and substances designated as hazardous under any federal, state or local act or ordinance. B. Seller represents that it has not received notification from any agency suggesting that the Property is or may be targeted as a Superfund site. Seller represents that, to the best of Seller's knowledge, Seller and Seller's tenants do not keep, use or dispose of, and, except as explicitly disclosed to Purchaser in writing, during Seller's ownership have not kept, used or disposed of, any hazardous waste or materials or substances on the Property, except in compliance with applicable law. Seller makes no further warranties or representations regarding hazardous wastes or materials or substances other than those set forth in this paragraph. 3 I:\WP\W HB\0464\023A001 B. W HB. DOC 8. The representations, warranties, and undertaking set forth in this Agreement shall not merge into deed given by Seller or Purchaser and shall survive closing for a period of twelve (12) months. 9. To the best of Seller's knowledge, there are no pending or threatened suits, condemnation actions or notices of any violations of any statues, ordinances, rules or regulations affecting the Property as set forth by the local, state or federal governing authorities. 10. Any reference to days in this Agreement means consecutive days. When a day for performance falls on a Saturday, Sunday or legal holiday, the day for completion of the performance shall be extended to the next business day. 11. This Agreement supersedes any and all Agreements between the parties hereto regarding the subject property, which are prior in time to this Agreement. Neither Purchaser, Seller, nor agent shall be bound by any understanding, agreement, promise, representation or stipulation, express or implied, not specified herein. 12. If Purchaser or Seller is a corporation, partnership, trust, state, or other entity, the person executing this Agreement on behalf warrants his or her authority to do so and bind the Purchaser or Seller. 13. Within ten (10) business days of execution of this Agreement, the Seller shall make available for Purchaser's inspection complete, readable copies of all leases and maintenance agreements related to the Property and records and accountings of the income and expenses of the Property for the last three years. Seller shall also make available to Purchaser all information in Seller's possession in regards to the Property including, but not limited to if such exist in Seller's possession, a full and complete set of survey, plat, copies of all studies, test results, engineering reports, permits, and any other documents that pertain to the Property. The information from the Seller's accounting records is, to the best of Seller's knowledge, substantially accurate. Seller makes no representation as to the truth of any reports or materials prepared by third parties, such as surveys or engineering reports. 14. In the event the sale fails to close, Purchaser agrees to provide Seller with copies of all engineering, soils and hazardous waste reports, architectural and design, and marketing feasibility studies to the extent available, which were prepared by the Purchaser in connection with the analysis of the subject Property. 15. Purchaser intends to use the Property as their place of business. Consequently, this Purchase & Sale Agreement is contingent upon the Seller not signing any new leases without Purchaser's written consent. 16. Purchaser acknowledges and agrees that it has been given a full opportunity to conduct a reasonable inspection and investigation of the Property, including all matters related to its physical condition. Except as expressly set forth in this Agreement, Purchaser specifically acknowledges and agrees that the Property is being sold in an "AS IS" condition and "WITH ALL FAULTS" as of the Closing. Except as expressly set forth in this Agreement, no 4 1:\WP\WHB\0464\023A001 B. WHB.DOC representations or warranties have been made or are made and no responsibility has been or is assumed by Seller or Seller's Affiliates as to any matters concerning the Property, including, without limitation, the condition or repair of the Property or the value, or income potential thereof. Purchaser is not relying upon any statement or representation by Seller unless such statement or representation is specifically embodied in this Agreement or in documents produced by Seller pursuant to this Agreement. To the extent that Seller has provided to Purchaser information from any inspection, engineering or environmental reports concerning any asbestos or harmful or toxic substances, Seller makes no representations or warranties with respect to the accuracy or completeness, methodology or preparation or otherwise concerning the contents of such reports. Purchaser acknowledges that Seller has requested Purchaser to inspect fully the Property and investigate all matters relevant thereto and to rely solely upon the results of Purchaser's own inspections or other information obtained or other -wise available to Purchaser, rather than any information that may have been provided by Seller to Purchaser. The above disclaimers shall not negate any express representations and warranties by Seller hereunder, but shall constitute a directive to Purchaser to conduct its own reasonable investigation. If Purchaser uncovers any items with significant problems during the Feasibility Period, Seller agrees to discuss resolution of such items. Seller is under no contractual obligation, however, to take any action or make any concessions with respect to such items. 17. If Seller falls to Close as required hereunder, Purchaser may pursue one of the following remedies: (i) enforce specific performance of this Agreement; (ii) terminate this Agreement and receive a refund of the Deposit plus reimbursement of Purchaser's reasonable out-of-pocket cost of feasibility investigations paid to third parties, not to exceed S10,000.00; or, (iii) if but only if Seller willfully causes the Property to be unavailable for conveyance in the manner required hereunder, or willfully refuses to tender the deeds and documents necessary to Closing, then Purchaser may pursue one of the following remedies; enforce specific performance of this Agreement; terminate this Agreement and receive a refund of the Deposits; or seek damages against Seller for failure to Close. 18. Seller may sell the Property as a part of a tax-deferred exchange, and Purchaser shall cooperate with such process, including but not limited to use of an intermediary, provided that Purchaser shall not be required to assume any additional liability or pay any additional amounts as a result of such exchange. 19. Prior to the expiration of the Feasibility period, the Seller shall use reasonable best efforts to obtain estoppel certificates signed by each of the existing tenants certifying that (1) a copy of the lease and any amendments thereto is a true and accurate copy of the lease and any amendments and represents the entire Agreement between the Property owner and the tenant, (2) the current monthly rent due on the Property, (3) the amount of any deposits or prepaid rent, and (4) the lease is in full force and effect and that the landlord is not in default under any terms of the lease. 20. Escrow shall deposit all earnest money funds in an interest-bearing account. Interest shall accrue to the benefit of the Purchaser and shall be applied toward the purchase price at closing. 5 I:\WP\W HB\0464\023A001 B. W HB.Doc 21. Until closing, the Seller shall maintain the Property in its current condition and shall conduct al routine maintenance and repairs. The Seller shall fulfill all obligations of the landlord under the existing leases and shall not enter into any modification of the existing leases or any new leases without the Purchaser's prior written consent, which consent shall not be unreasonably withheld. 22. At closing, the Seller shall provide the Purchaser with an accounting of all security deposits and other deposfrom tenants held by the Seller and shall transfer all deposits to the Purchaser at closing. ,including prepaid operating or capital expenses 23. New Leases. In the event that Seller wishes to execute any new lease or lease renewal after full execution of this Agreement and such lease or lease renewal requires the construction of tenant fixtures or improvements or the payment of leasing or brokerage commission(s) at the expense of the Landlord, then the construction obligation and/or brokerage commission, as applicable shall be subject to Purchaser's prior written approval in Purchaser's reasonable discretion and Purchaser shall assume the obligation to pay and/or at Closing shall reimburse Seller for the paid portion of the cost of such improvements and leasing or brokerage commission(s). In the event any conflict between the terms of this Addendum and the pre-printed Agreement, the terms of this Addendum shall prevail. d AGREED and ACCEPTED this di!" day of ©c . , 1998. PURCHASER: CITY OF TUKWILA By: Its: AGREED and(l ACCEPTED this S — day of (A- , 1998. SELLER: WASHINGTON CAPITAL MANAGEMENT, INC., as investment manager for Locals 302 and 612 of the International Union of Operating Engineers -Employers Construction Industry Retirement Fund By: Its: 6 1:\WP\W HB\0464\023 A001 B. W HB.DOC EXHIBIT 1 TO ADDENDUM A BUYER'S PARTY IN INTEREST CERVI ICATE Notice to Buyer: Locals Nos. 302 and 612 of the International Union of Operating Engineers -Employers Construction Industry Retirement Fund ("Pension Fund"), upon direction of its investment manager, Washington Capital Management, Inc., is selling property to the undersigned Buyer pursuant to a Purchase and Sale Agreement. The Pension Fund is subject to the federal pension law known as the Employee Retirement Income Secunty Act of 1974, as amended ("ERISA"). Under this law, the Pension Fund is restricted from entenng into transactions with persons who have certain pre-existing relationships with the Pension Fund or persons performing services to the Pension Fund. Please review the following list of related parties ("Related Parties") and indicate in this Certification whether the Buyer is a Related Party. Related Party: The term Related Party means: 1. An employer any of whose employees are covered by the Pension Fund or a 50% or more owner or shareholder of such an employer. 2. An employee, officer, director, or 10% or more partner or shareholder of an employer whose employees are covered by the Pension Fund. 3. A member of the Board of Trustees of the Pension Fund, or a spouse, parent, grandparent, child, grandchild, or spouse of a lineal descendant of Trustee. 4. An employee or officer of Locals 302 or 612 of the International Union of Operating Engineers - Employers Construction Industry Retirement Fund. 5. An employee, officer, director, or a 10% or more shareholder or partner, of the following persons who provide services to the Pension Fund: Welfare & Pension Administration Service Corporation Lockitch, Clements & Rice (certified public accountants) Carney, Badley, Smith & Spellman (law firm) Davies, Roberts, & Reid (law firm) The Pnncipal Group A. Foster Higgins Company (consulting actuanes) Merrill, Lynch, Pearce, Fenner & Smith, Inc. Columbia Management Company Rainier Investment Management, Inc. Invesco Capital Management, Inc. Washington Capital Management, Inc. Copper Mountain Financial Group Inc. Crabbe Huson Company Compass Group, Inc. 7 1:\WP\W HB\0464\023A001 B. W HB. DOC 6. A corporation, partnership, trust or estate which is more than 50% owned by any person described in paragraphs 1 or 5. 7. A spouse, parent, grandparent, child, grandchild, or spouse of a lineal descendent of a person described in paragraphs 1 or 5. BUYER'S CERTIFICATION AND AFFIDAVIT STATE OF 7', L COUNTY OF )ss. 7) ) The undersigned, JG; ; : t 1('-z ' i- : i ; , -the -- (title) of the Seller, being first duly sworn, deposes and says: 1. The Buyer understands that both the Pension Fund and Washington Capital Management, Inc., an investment manager for the Pension Fund, may rely upon this certification. 2. The Buyer hereby certifies to the best of its knowledge and belief, after diligent investigation: a. )C That it is not a Related Party b. That it is a Related Party in the following category - (Put the number of the category of Related _ Parties that applies.) _ Dated this �� / day of /t_ 4_ 4_ 2 _ � , 199.1 By: Its: 8 I:\WP\WHB\0464\023A001 B. WHB. DOC LEASE AMENDMENT FIVE THIS LEASE AMENDMENT FIVE (the "Fifth Amendment") is made as of this 19`h day of March, 1999 by and between APPLICATION METHODS, INC. AS SUBSIDIARY OF ROCKY MOUNTAIN INTERNET, INC. ("Tenant") and the CITY OF TUKWILA ("Landlord"), successor in interest to SECURITY PACIFIC BANK OF WASHINGTON N.A. AS AGENT FOR WASHINGTON CAPITAL MANAGEMENT, INC., as Investment Manager for Locals 302 and 612 International Union of Operating Engineers ("Security Pacific"). Recitals A. Application Methods, Inc., a Washington corporation ("Application") and Security Pacific were parties to that certain Office Lease Agreement dated as of October 18, 1991 (the "Original Lease") for lease of the premises located at 6300 Southcenter Boulevard, Tukwila, Washington, consisting of approximately 1,069 rentable square feet (the "Original Premises"). The area of the Original Premises was expanded by various lease amendments. B. The Original Lease was amended by Lease Amendment One made September 1, 1993, Lease Amendment Two made May 1, 1994, Lease Amendment Three made December 18, 1995 and Lease Amendment Four made October 22, 1996. Lease Amendment Four deleted the prior three Lease Amendments, in their entirety. As set forth in Lease Amendment Four, the area of the Original Premises, as expanded, is 4,919 square feet (the "Amended Premises"). Hereinafter, the Original Lease, as amended by Lease Amendment Four, shall be referred to as the "Lease". C. Application Methods, Inc. assigned its right, title and interest in the Lease and the Premises to Tenant pursuant to that certain Assignment and Assumption of Tenant's Interest and Landlord's Consent entered into June 25, 1998. D. The parties wish to further amend the Lease and provide for an expansion of the Amended Premises. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties agree as follows: 1. Expansion Premises. The Lease is hereby amended to provide that in addition to the Amended Premises, commencing as of May 1, 1999, Landlord shall lease to Tenant the premises commonly known as Suite 209, consisting of 1,845 square feet (the "Expansion Premises"). Tenant's lease of the Expansion Premises shall be subject to all of the terms, covenants and conditions of the Lease, as they may be amended by this Fifth Amendment. The area of the Amended Premises, when added to the area of the Expansion Premises, equals a total area within the premises of 6,764, which shall hereinafter be referred to as the "Premises". C:\WINDOWS\DESKTOP\001A046A.ADB.DOC 1 2. Term. The Term of the Lease for the Expansion Premises shall be the same as the Lease Term for the Amended Premises, and shall expire on January 31, 2002. 3. Rent. Article 1.7 of the Lease is hereby amended to provide that from May 1, 1999 to March 1, 2000, Tenant shall pay Landlord minimum monthly rent for the Premises of Nine Thousand Nine Hundred Twenty One and no/100s ($9,921.00) per month, and on March 1, 2000 the minimum monthly rent for the Premises shall increase to Ten Thousand Five Hundred Ninety -Two and no/100s ($10,592.00). Article 1.3 of the Lease is hereby amended to provide that as of May 1, 1999, Lessee's share of operating expenses shall be increased to a total of 21.23% for the Premises. The annual expense base for the total area of the Premises is $5.20 per rentable square foot multiplied by the area of the Premises, 6,764 rentable square feet, or $35,172.80 per year (the "Annual Expense Base"). Each month, Tenant shall pay to Landlord one -twelfth (1/12) of Tenant's Share of operating expenses relating to the Building. As used in this Lease, commencing May 1, 1999, Tenant's Share shall mean 21.23% of the operating expenses relating to the Building, minus the Annual Expense Base. 4. Parking. The number of exclusive parking stalls to which Tenant is entitled is hereby increased from five (5) , as provided in paragraph 9 of Lease Amendment Four, to seven (7), and Article 37 of the Lease is hereby amended accordingly. 5. Ratification. Except as expressly modified herein, all of the terms, covenants and conditions of the Lease shall continue in full force and effect and are hereby ratified by the parties. LANDLORD: CITY OF TUKWILA By: TENANT: APPLICATION METHODS, INC., as Subsidiary of Rocky Mountain Internet, Inc. C:\WINDOW S\DESKTOP\001A046A.ADB.DOC 2 STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On this day personally appeared before me ---,le rrni k) . !'/'1ivrS; to me known to be the /'✓d , o --of City of Tukwila who executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument. GIVEN under my hand and official seal this,,V d y of-�, , 1999. (ature) 3-67 (Print Name) Notary Public in and for the Washington, residing at My commission expires - -O C,f--71)TZ e of 2C(.. - STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On this day personally appeared before me Rol& cte_iiP v1 , to me known to be the 1 Ce S ; d of Application Methods, Inc., the corporation who executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument. GIVEN under my hand and official seal this ' day of Y:\W P\W HB\0714\066A001A.ADB.DOC (Signature) 1-A 1t PC \V - , 1999. (Print Name) Notary Public in and for the State of Washington, residing atecvcrvel My commission expires 1 1 i 1/1 3 Recorded at the Request of and after Recording Return to: City of Tukwila 6200 Southcenter Boulevard Tukwila, WA 98188 Attn: John McFarland ASSIGNMENT OF LEASES AND OPERATING CONTRACTS Grantor: Grantee: Reference No.: Legal Description: Tax Parcel Number: WCM 124-302, LLC City of Tukwila None Ptn. of the Wm. H. Gilliam DLC No. 40 in the SE 1/4 of Sec. 23-23-4 (additional legal on page 3) 000320-0005-08 This ASSIGENT OF LEASES AND OPERATING CONTRACTS (this "Assignment") dated this /`7 day of December, 1998, is by and between WCM 124-302, LLC, a Washington limited liability company ("Seller"), and the City of Tukwila, a municipal corporation ("Buyer"). The predecessors in interest to Seller and Buyer are parties to that certain Purchase and Sale Agreement dated October 5, 1998, as amended by an Addendum of the same date (collectively, the "Agreement") pursuant to which Seller has agreed to sell and Buyer has agreed to buy the real property described on Exhibit A together with the improvements located thereon (the "Property"). Pursuant to the Agreement, Seller has agreed to assign and Buyer has agreed to assume all of Seller's obligations under all leases relating to the Property including the leases described on Exhibit B (collectively, the "Leases") and the contracts or other operating agreements (the "Operating Contracts") described on Exhibit C. NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other valuable consideration paid by Buyer to Seller, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: Y.\ WP\ WHB\04641023A006A.ACADOC SECTION 1. ASSIGNMENT AND ASSUMPTION. Seller does hereby assign and transfer to Buyer all of Seller's right, title and interest in the Leases and security deposits thereunder, and Operating Contracts. Buyer does hereby assume any and all of Seller's obligations of any kind or nature under the Leases and Operating Contracts which arise or accrue from and after the date hereof. Notwithstanding the foregoing, Seller reserves the right after the date hereof to proceed against any present or former tenants of the Property for past due rent or other amounts owed under the Leases for the penod preceding the closing date provided, however, that Seller shall not have the right (after the closing date) to terminate (or threaten to terminate) any Lease, or dispossess (or threaten to dispossess) any tenant from the leased premises under any Lease. SECTION 2. INDEMNIFICATION. 2.1 Buyer. Buyer agrees to fully, completely and unconditionally indemnify and hold Seller harmless from and against any and all claims, losses, expenses, liabilities, damages, including, without limitation, interest and penalties, attorneys' fees, and all amounts paid in settlement of any claim, which may be asserted against Seller, or which Seller may incur or suffer and arise subsequent to the date hereof and result from or relate directly or indirectly, to the performance of the landlord's obligations under the Leases or Operating Contracts. 2.2 Seller. Seller agrees to fully, completely and unconditionally indemnify and hold Buyer harmless from and against any and all claims, Losses, expenses, liabilities, damages, including, without limitation, interest and penalties, attorneys' fees and all amounts paid in settlement of any claim which may be asserted against Buyer, or which Buyer may incur or suffer and which arise prior to the date hereof and result from or relate directly or indirectly, to the performance of the landlord's obligations under the Leases or Operating Contracts. Notwithstanding anything herein to the contrary, Seller shall have no obligation to indemnify Buyer against, and the indemnification provided under this Section 2.2 shall not cov r any claims of tenants or any other person or entity based on the physical condition of the Property from and after closing (whether that claim is made before or after closing), including but not limited to (i) any claim or demand that the Property or its operational capabilities be placed in a better condition of repair than existed as of closing, and (ii) any claim that damages or liabilities arose after closing as a result of the physical condition of the Property at closing. SECTION 3. ATTORNEYS' FEES. In the event of litigation between the parties hereto, declaratory or otherwise, in connection with this Assignment, the prevailing party shall recover its costs and attorneys' fees actually incurred, which shall be determined and fixed by the court as part of the judgment. The parties covenant and agree that they intend by this Section to compensate for attorneys' fees actually incurred by the prevailing party to the particular attorneys involved at such attorneys' then normal hourly rates and that this Section shall constitute a request to the court that such rate or rates be deemed reasonable. 2 Y'\ WP1 WI IB\0464\023A006A. ACA. DOC SECTION 4. BINDING. This Assignment shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. SELLER: WCM 124-302, LLC, a Washington limited liability company BY C �. Gly BUYER: CITY OF TUKWILA, a municipal corporation By: Its: 3 Y \WP\WHB\0464\023A006A.ACA.WC SECTION 4. BINDING. This Assignment shall inure to the benefit oC and be binding upon the successors and assigns of the parties hereto. SELLER: WCM 124-302, LLC, a Washington limited liability company By: Its: BUYER: CITY OF TUKWILA, a municipal corporation By: Y• \ W P\ W i IB\0464\023A 006A. ACA. DO C 3 STATE OF WASHINGTON ) )ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that Ate -it -7m_ S. 63M -A/65 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 _ fAV(ITA'tMT^ MiteV 4i ,of WCM 124-302, LLC to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: December II , 1998. tit1 U14TE ��>>\\•'� STATE OF WASHINGTON ) )ss. COUNTY OF KING (Signature of Notary Public) Sart vt41,1,14 (Printed Namef Notary Public) residing in isOM C �� My Appointment expires *-e--/�1�/ 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 THE CITY OF TUKWILA to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: December , 1998. Y \WP\WHB\0464\023A006A.ACA.DOC (Signature of Notary Public) (Printed Name of Notary Public) residing in My Appointment expires 4 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 WCM 124-302, LLC to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: December , 1998. STATE OF WASHINGTON )ss. COUNTY OF KING (Signature of Notary Public) (Printed Name of Notary Public) residing in My Appointment expires I certify that I know or have satisfactory evidence thatJb,.{,U k, • %L is the person who appeared before me, and said person acknowledged that /she signed this instrument, on oath stated tha&she was authorized to execute the instrument and acknowledged it as the — MAYO R of THE CITY OF TUKWILA to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. S Dated: December// , 1998. Y\WP\WHB\0464\023A006A ACA.DOC gnature of Notary Public) E itS OFiUrZI (Printed Name9f Notary Public) residing in r t Zej4 My Appointment expires 4 EXHIBIT A (Legal Description) THAT PORTION OF OF THE WM. H. GILLIAM DONATION CLAIM NUMBER 40 IN TOWNSHIP 23 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT WHICH IS 1,836.78 FEET WEST AND 1,500.49 FEET NORTH OF THE COMMON CORNER OF SECTIONS 23, 24, 25, AND 26, BEING A POINT ON THE SOUTHERLY LINE OF THE INTERURBAN ADDITION TO SEATTLE, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 10 OF PLATS, PAGE 55, IN KING COUNTY, WASHINGTON; _ THENCE EAST 350 FEET TO THE TRUE POINT OF BEGINNING; THENCE EAST 150 FEET; THENCE SOUTH 448 FEET, MORE OR LESS, TO THE NORTHERLY LINE OF COUNTY ROAD NUMBER 622; THENCE WESTERLY ALONG SAID ROAD LINE TO A POINT SOUTH OF THE TRUE POINT OF BEGINNING; THENCE NORTH TO THE POINT OF BEGINNING; EXCEPT ANY PORTION THEREOF LYING WITHIN SCUTHCENTER BOULEVARD. 3 Y'lWPlWHB104641023A005A AC A.DOC Exhibit B (Leases) City of Tukwila Aames Home Loan Application Methods Employers Unity Minolta Corporation Yando & Kent PC 6 Y 1WP\WHB\0464\023A006A.ACA.DOC Exhibit C (Operating Contracts) None 7 Y\WP\WHB\0464\023 A006A. ACA. DOC REAL ESTATE PURCHASE AND SALE AGREEMENT C (WITH EARNEST MoNET PROVISION AND COMMISSION AORROARNT) CB COMMERCIAL Rem. ESTATE GROW. INC. BROKERAGE AND MANAGEMENT COMMERCIAL ULTIM O REAL ESTATE BROKER THIS AGREEMENT CONTROLS THE TERMS OF SALE OF THE PROPERTY. READ CAREFULLY BEFORE SIGNING. City of Tukwila , Washington, C)c $ ,19 1/7 (herein called "Purchaser") hereby agrees to purchase, and the undersigned Seller hereby agrees to sell the following real estate located in the City of Tukwi la , County of King State of Washington, commonly known as 6300 Building located at 6300 Southcenter Boulevard and legally described as: Flood Zone: No 0 Yes 0 (Attach Form 5230) Purchaser and Seller hereby authorize Broker to insert over their signatures the correct legal description or to correct a legal description entered if it is erroneous or incomplete. The following personal property is included, and Purchaser agrees to pay any sales tax which may be due on the sale of such personal property: None TERMS OF SALE: 5¢vr «A 1.The total purchase price is Three Million este Hundred Fift4j Thousa(6d _$3,750,000.00 payable as follows: all ca h a t c lo,.; n f; ($ $100, 000.tlg' ) as Earnest Money Deposit (herein called "Deposit"), which sum is evidenced by click and which Deposit, together with this Agreement, shall be held b ..:, . (herein called • . The balance of the purchase price shall be payable as follows: ac O .rel,v RT L4�te Titre. •i.C_e. • • • 1 • . • Gftie•1.- o 2. Upon mutual execution of this Agreement, the parties shall execute instructions to T -n • ett Ti t 1 e (the "Escrow Holder"), to consummate the purchase in accordance with the terms and provisions hereof. They shall place with Escrow Holder all instruments, documents and moneys necessary to complete the sale in accordance with this Agreement. The provisions hereof shall constitute joint instructions to the Escrow Holder; provided, however, that the parties shall execute such additional instructions as they may agree upon or as requested by the Escrow Holder not inconsistent with the provisions hereof. Said escrow shall provide for a closing at the office of Escrow Holder on or before wie 19 98 ("Closing"). Escrow fees shall be paid by Seller and Purchaser on a 50/50 basis. Broker shall deliver the j pgsit to the Escrow Holder easonably prior to the date of clos�g in order to permit the check to clear. ri IS «cs of Pre, 4)* Derr . cevt11-4"evt$ Ic.. �•"'� , 3. Seller shall pay for and furnish to Purchaser a standard form Owner's Policy of Title Insurance, such policy to be effective on the date of Closing. As soon as reasonably possible following the opening of escrow, Purchaser shall be furnished with a preliminary title commitment (herein called "Commitment") on the subject property, together with full copies of any exceptions set forth therein. Purchaser shall have Tew• ((c3 ) days after receipt of the Commitment within which to notify Seller and Escrow Holder in writing of Purchaser's disapproval of any exceptions shown in the Commitment; provided, however, that general exceptions and exceptions in the title company's standard form of policy, rights reserved in Federal patents or State deeds, building or use restrictions general to the district, existing easements not inconsistent with Purchaser's intended use, and building or zoning regulations shall not be deemed exceptions which Purchaser may disanorove. In the event of disapproval of any exceptions as set forth in the Commitment, Seller shall have wIII 1714,1 (I o) S to attempt to eliminate any disapproved exception(s) from the Policy of Title Insurance to be issued in favor of PurcPfaser and, if not eliminated by that date, the escrow and this Agreement shall be terminated unless Purchase elects to waive its prior disapproval. Failure of Purchaser to disapprove in writing any exception(s) within the afore entioned time limit phall be deemed an approval of the Cogirrtjtment. w:ti.t., ;irreen Os) QwiS c4Ver nae.1"oser's Aolite + �•014'0cz�wts 4. (a) If this Agreement is for conveyance of fee title, title shall be conveyed by4t'd 1 Warranty Deed free of encumbrance or defects except those permitted herein or as Purchaser and Seller shall otherwise agree. (b) If this Aareement is for sale on real estate contract, Seller and Purchaser agree to execute a real estate contract for the balance of the purchase price on such form as is attac led hereto, the terms or wnrcn are incorporated by reference herein. Said contract shall provide that title shall be conveyed by Statutory Warranty Deed. (c) If all or any portion of the purchase price is to be paid in the form of a promissory note secured by deed of trust on the subject property, such note and deed of trust shall be on the forms attached hereto, the terms of which are in- corporated by reference herein. (d) If said property is subject to an existing contract, mortgage, deed of trust or other encumbrance which Seller is to continue to pay, Seller agrees to pay said contract, mortgage, deed of trust or other encumbrance in accordance with its terms, and upon default Purchaser shall have the right to make any payments necessary to remove the default, and any payments so made shall be applied to the payments next falling due on the real estate contract or note and deed of trust between Seller and Purchaser herein. (e) If this Agreement is for sale and transfer of vendee's interest under existing real estate contract, the transfer shall be by a purchaser's assignment of contract and deed sufficient in form to convey after-acquired title. 5. Taxes for the current year, rents, insurance, interest, mortgage reserves, water and other utilities constituting liens shall 1 Form No. 09 (WA) Rev 7/98 be prorated as of the date of Closing. Local improvement district or special district assessments, if any, shall be similarly prorated and (Check one) _+ paid by Seller IN assumed by Purchaser. Washington real estate excise tax and deed stamps shall be paid for by Seller. Any other real estate excise or conveyance tax imposed on a purchaser by state or local law shall be the responsibility of Purchaser. 6. Purchaser shall be entitled to possession on the date of Closing. 7. Purchaser shall have 51 -days from the date of this Agreement within which to investigate the property, its value, zoning, environmental and building matters, its condition — including but not limited to the presence of asbestos, hazardous materials and underground storage tanks — and its suitability for Purchaser's intended use. ller-hefeby- :. • • • • .. • • • • (See Addendum A) 8. hat-the--Deposit--may-be-held-kry-Br-eker--in-Brekerls-trest-neeeunt-perldirmi disbursement as provided erein and Broker shall handle the Deposit in accordance with applica es and regulations. In the that the Deposit is $5,000.00 or Tess, it will be deposited into a ' erest-bearing escrow trust accou e , e net interest from which will be paid to the Department of L. nsin and then to the state treasurer for dept nto the Washington housing trust fund as required b .310(5). If the Deposit exceeds $5,000 Ste -parties hereby instruct Broker under RCW 18.85 ! at (check one) the Deposit soh IIheposited into the pooled interest-bearing acccrtbed above and the net interest shall be so able;" or $50,000 a separate interest-bearin. .ccount shall be established, with the interest (net of c urges or fees) credited to Purchaser a e . • . to Purchaser's obligations hereunder. Purchaser agrees imburse Broker for any bank charges ed o 9. For purposes of this Agreement, "date of Closing" shall be construed as the date upon which all appropriate documents are recorded and proceeds of this sale are available for disbursement to Seller. Funds held in reserve accounts pursuant to escrow instructions shall be deemed, for purposes of this definition, as available for disbursement to Seller. 10. All risk of loss or damage to the property shall be borne by the Seller until the date of Closing. In the event that there is loss or damage to the property between the date hereof and the date of Closing, by reason of fire, vandalism, flood, earthquake, or acts of God, and the cost to repair such damage shall exceed ten percent (10%) of the purchase price of the property, Purchaser may, at its option, either proceed with this transaction if Seller agrees in writing to repair or replace damaged property prior to Closing or declare this Agreement null and void. If damage to the property is less than ten percent (10%) of the purchase price and Seller agrees in writing to repair or replace and does actually repair and replace damaged property prior to Closing, this transaction shall proceed as agreed. 11. This Agreement supersedes any and all agreements between the parties hereto regarding the property which are prior in time to this Agreement. Neither Purchaser, Seller nor Broker shall be bound by any understanding, agreement, promise, representation or stipulation, express or implied, not specified herein. 12. Purchaser may assign this Agreement and its rights hereunder only with Seller's written consent. In the event of such assignment, Purchaser will not be relieved of any future liability under this Agreement, unless Seller shall agree in writing. Seller's approval to assignment shall not be unreasonably withheld. 13. Any addendum or exhibit attached hereto and either signed or initialed by the parties is hereby incorporated herein and shall be deemed a part hereof. 14. Time is of the essence of this Agreement. Except as otherwise provided herein, in the event that any contingency to this Agreement has not been eliminated, satisfied, or waived in writing within the time limits and pursuant to the provisions herein, this Agreement shall be deemed null and void, and the Deposit shall be returned to Purchaser, and the escrow shall be cancelled. 15. If Purchaser, Seller, Broker or any other person brings suit or institutes arbitration relating to this Agreement, the substantially prevailing party, in addition to any other relief, shall be entitled to recover reasonable attorneys' fees and costs, including expert witness fees, and any such fees and costs incurred on appeal. Venue shall be in the county where Broker's office is located, and Washington law shall govern. The parties waive any claim against each other or Broker for punitive damages. 16. In the event that Seller defaults, Purchaser shall be entitled to return of the Deposit on demand. If either party defaults hereunder, the other party may seek specific performance of this Agreement, daiseaverep, or rescission. Notwithstanding the foregoing, and by way of limitation thereof, by separately initialing below, the parties agree to waive certain rigltto arrei se,neu'ie3 ariel pluvide instead for damages limited to the amount of the Deposit: Ste, A.66,42,,,s, 4 IN THE EVENT THE PURCHASER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE EARNEST MONEY DEPOSIT MADE BY PURCHASER SHALL BE FORFEITED TO THE SELLER AS TIIF SOLE AND EXCLUSIVE REMEDY AVAILABLE TO THE SELLER FOR SUCH FAILURE. IF THE EARNEST MONEY DEPOSIT IS GREATER TITAN FIVE (5%) PERCENT OF THE PURCHASE PRICE, ONLY THAT PORTION OF THE EARNEST MONEY DEPOSIT EQUAL TO FIVE (5%) PERCENT OF THE PURCHASE PRICE SHALL BE FORFEITED TO THE SELLER. By their initials below, Purchaser and Seller hereby specifically acknowledge that they have read the preceding provision regarding forfeiture of the earnest money deposit and understand and agree to it. Buyers' Initials Seller's Initials Forth No. 09 (WA) Rev 7/96 2 ding-the-Depesit-antf-duertts•iC 1i at-tu-fite-art-interplender-eetiorrsrtcvurttri dispute ove a Deposit, Purchaser and Seller authorize 8rarer to draw from the Deposit an amount ne scary to pay the at eys' fees and costs of bringing the inter 1ier action. The amount of Deposit remainir after advancing th . : fees and costs shall be interpleaded int urt in accordance with state law. Purchaser a eller further agree at the defaulting party shall pay any fu r court costs and reasonable attorney's fees in red by Broker in bringing 18. Purchaser and Seller represent and warrant to Broker and to each other that they have dealt with no real estate broker, agent or finder in connection with this sale other than CB COMMERCIAL REAL ESTATE GROUP, INC. and Colliers MacAulay Nicolls International and that no other broker, agent or finder is entitled to any commission or other fee on account of this Agreement. 19. (a) "Selling agent" means the broker who procured the Purchaser as a purchaser in this transaction. "Listing agent" means the broker who listed the subject property for sale. (b) AGENCY DISCLOSURE: At the signing of this Agreement, the Selling agent, Gary Danklefsen , CB Richard Ellis, Inc. (insert name of Selling agent and broker) represented City of Tukwila , and the Listing agent (insert name of Listing agent and broker) represented. Wyk Parker, Colliers MacAulay Ni co 11 s represented the Own( Each party signing this Agreement confirms that prior oral and/or written disclosure of agency was provided to him/ her/it in this transaction. WAC 308-1240-040. (c) If CB COMMERCIAL REAL ESTATE GROUP, INC. represents both Seller and Purchaser, both parties have given and hereby confirm their consent to the same. 20. The Foreign Investment in Real Property Tax Act ("FIRPTA"), IRC Sec. 1445, requires that every purchaser of U.S. real property must, unless an exemption applies, deduct and withhold from the seller's proceeds ten percent (10%) of the gross sales price. The primary exemptions which might be applicable are: (a) seller provides the purchaser with an affidavit under penalty of perjury, that seller is not a "foreign person," as defined in FIRPTA, or (b) seller provides the purchaser with a "qualifying statement," as defined in FIRPTA, issued by the Internal Revenue Service. Seller and purchaser agree to execute and deliver as appropriate, any instrument, affidavit and statement, and to perform any acts reasonably necessary to carry out the provisions of FIRPTA and regulations promulgated thereunder. 21. Purchaser's offer is made subject to the acceptance of Seller on or before twelve o'clock midnight on , 19 . In consideration of Broker submitting this offer to Seller, Purchaser agrees with Broker not to withdraw this offer during said period, or until earlier rejection thereof by Seller. Purchaser agrees that written notice of acceptance given to Broker by Seller shall be notice to Purchaser. If Seller does not accept this Agreement within the time specified, the Deposit shall be returned to Purchaser on demand. 22. Notices to either party shall be given in writing to the address set forth herein for the party to be given notice, or at such other address as may be supplied pursuant to the manner specified herein for giving notice. Delivery of notice shall be by prepaid, certified United States mail, return receipt requested, and shall be effective three days after deposit. ,Ast,... (NOTE TO INDIVIDUAL PURCHASER: BOTH SPOUSES SHOULD SIGN.] BROKER: c,8 RtcAafo 6t,'t 4*. Cerern . Licensed Real Estate Broker By: BLi^' /J Title: Purchaser: By: Title: Cit of Tukwi. la By: Title: Address: The undersigned Seller hereby accepts this Agreement and agrees to sell the subject property to Purchaser for the price and on the terms and conditions set forth herein. Seller agrees to pay Broker a real estate brokerage commission for services rendered in effecting this sale, in the amount called for in Seller's contract with Broker for payment of a commission in connection with the sale or proposed sale of the subject property, 24. This sale is subject to the >er—timid City Council of Tukwila's final approval. 3 Form No. 09 (WA) Rev 7.96 (NOTE TO INDIVIDUAL SELLER: BOTH SPOUSES SHOULD SIGN. Seller: Lila/ By: R u.4i t*Lj) 1) _ 4-11i j) Title: By: Title: Address: Pc Pout) (1) For an acknowledgment in an individual capacity: State of Washington County of 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 and acknowledged it to be (his/ her) free and voluntary act for the uses and purposes mentioned in the instrument. Dated: Signature: (Seal or Stamp) Title: My appointment expires: (2) For an acknowledgment in a representative capacity: State of Washington County of 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 acknowledged it as the of to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: Signature: (Seal or Stamp) Title: My appointment expires: A true copy of the foregoing Agreement is hereby received on , 19 Purchaser: By: Title: By: Title: CONSULT YOUR ADVISORS — This document has been prepared for approval by your attorney and financial advisor. No representation or recommendation is made by Broker as to the legal sufficiency or tax consequences of this document or the transaction to which it relates. These are questions for your attorney and financial advisor. In any real estate transaction, it is recommended that you consult with a professional, such as a civil engineer, industrial hygienist or other person with experience in evaluating the condition of property, including the possible presence of asbestos, hazardous materials and underground storage tanks. Broker makes no representations regarding such matters. 4 Faro No. 09 (WA) Rev 7/96 BILL OF SALE OF PERSONAL PROPERTY WCM 124-302, LLC, a Washington limited liability company ("Seller"), for and in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration, the receipt and sufficiency of which is acknowledged, does hereby quit claim by assignment and sale unto THE CITY OF TUKWILA ("Buyer"), (i) all of its right, title and interest in all furniture, furnishings, fixtures, equipment and other personal property owned by Seller and located on or about the property (the "Property") described on Exhibit A attached hereto, excluding property owned by tenants or occupants of such property, and (ii) all of Seller's right, title and interest in intangible personal property used in connection with the ownership, use or operation of the Property, including, without limitation, all marketing materials, and Seller's rights, if any, to the use of the name "6300 Southcenter" and any other trade names now owned by Seller and used in connection with the property, and those records (if any) respecting tenants and tenant occupancy, signs, maintenance supplies, utilities, licenses, guarantees, indemnities, and any other right relating to the ownership, use and operation of the Property (collectively, the "Personal Property"). Seller has not made and does not make any express or implied warranty or representation of any kind whatsoever with respect to the Personal Property, including, but not limited to: content, status, title, merchantability, fitness for any particular purpose, design, condition, quality, capacity, workmanship, compliance with governmental requirements, or latent defects. Buyer has accepted the Personal Property on an "AS -IS", "WHERE -IS" basis. Seller shall execute and deliver to Buyer at Buyer's sole cost and expense any and all registration certificates, documents and instruments reasonably necessary or appropriate to confirm or perfect the sale subject hereof. DATED: December i Y \WP\WHB\0464\023A007A.AcA.Doc , 1998. WCM 124-302, LLC, a Washington limited liability company B EXHIBIT A (Legal Description) THAT PORTION OF OF THE WM. H. GILLIAM DONATION CLAIM NUMBER 40 IN TOWNSHIP 23 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT WHICH IS 1,836.78 FEET WEST AND 1,500.49 FEET NORTH OF THE COMMON CORNER OF SECTIONS 23, 24, 25, AND 26, BEING A POINT ON THE SOUTHERLY LINE OF THE INTERURBAN ADDITION TO SEATTLE, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 10 OF PLATS, PAGE 55, IN KING COUNTY, WASHINGTON; _ THENCE EAST 350 FEET TO THE TRUE POINT OF BEGINNING; THENCE EAST 150 FEET; THENCE SOUTH 448 FEET, MORE OR LESS, TO THE NORTHERLY LINE OF COUNTY ROAD NUMBER 622; THENCE WESTERLY ALONG SAID ROAD LINE TO A POINT SOUTH OF THE TRUE POINT OF BEGINNING; THENCE NORTH TO THE POINT OF BEGINNING; EXCEPT ANY PORTION THEREOF LYING WITHIN SOUTHCENTER BOULEVARD. 3 Y-\ W P1 W HB\04641023 A00 SA ACA. DOC BUYER'S PARTY IN INTEREST CERTIFICATE Notice to Buyer: Locals Nos. 302 and 612 of the International Union of Operating Engineers -Employers Construction Industry Retirement Fund ("Pension Fund"), upon direction of its investment manager, Washington Capital Management, Inc., is selling property to the undersigned Buyer pursuant to a Purchase and Sale Agreement. The Pension Fund is subject to the federal pension law known as the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Under this law, the Pension Fund is restricted from entenng into transactions with persons who have certain pre-existing relationships with the Pension Fund or persons performing services to the Pension Fund. Please review the follo\vino list of related parties ("Related Parties") and indicate in this Certification whether the Buyer is a Related Party. Related Party: The term Related Party means: 1. An employer any of whose employees are covered by the Pension Fund or a 50% or more owner or shareholder of such an employer. 2. An employee, officer, director, or 10% or more partner or shareholder of an employer whose employees are covered by the Pension Fund. 3. A member of the Board of Trustees of the Pension Fund, or a spouse, parent, grandparent, child. grandchild, or spouse of a lineal descendant of Trustee. 4. An employee or officer of Locals 302 or 612 of the International Union of Operating Engineers - Employers Construction Industry Retirement Fund. 5 An employee, officer, director, or a 10% or more shareholder or partner, of the following persons who provide services to the Pension Fund. Welfare & Pension Administration Service Corporation Lockitch, Clements & Rice (certified public accountants) Carney, Badley, Smith & Spellman (law firm) Davies, Roberts, & Reid (law firm) The Principal Group A. Foster Higgins Company (consulting actuaries) Merrill, Lynch, Pearce, Fenner & Smith, Inc. Columbia Management Company Rainier Investment Management, Inc. Invesco Capital Management, Inc. Washington Capital Management, Inc. Copper Mountain Financial Group Inc. Crabbe Huson Company Compass Group, Inc. 6. A corporation, partnership, trust or estate which is more than 50% owned by any person described m paragraphs 1 or 5. 7. A spouse, parent, grandparent, child, grandchild, or spouse of a lineal descendent of a person described in paragraphs 1 or 5. Y:\W P\W HB\O4C4\0'-3A004AACA.DOC BUYER'S CERTIFICATION AND AFFIDAVIT STATE OF WASHINGTON ) )ss. COUNTY OF KING ) The undersigned, �,p, II) 1,0 . e4-707-5-- , the "4 yo /€ (title) of the Seller, being first duly sworn, deposes and says: 1. The Buyer understands that both the Pension Fund and Washington Capital Management, Inc., an investment manager for the Pension Fund, may rely upon this certification. 2. The Buyer hereby certifies to the best of its knowledge and belief, after diligent investigation: a. )< That it is not a Related Party b. That it is a Related Party in the following category: (Put the number of the category of Related Parties that applies.) Dated this 1 1 day of December, 1998. CITY OF TUKWILA Y \WP\WHB\0464\023A004A ACA.DOC CERTIFICATION AS TO NON -FOREIGN STATUS Section 1445 of the Internal Revenue Code of 1986, as amended, provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the City of Tukwila (the "Transferee") that withholding of tax is not required upon the disposition of a U.S. real property interest by WCM 124-302, LLC (the "Transferor"), the undersigned individually and on behalf of the Transferor, hereby certifies and states under oath the following: 1. Transferor is not a foreign person, foreign corporation, foreign partnership, foreign trust, foreign estate or resident alien (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); 2. The Transferor's federal identification number is k,\ (,,,c,)‘ -\S-11 3. The Transferor's office address is: WCM 124-302, LLC 1301 Fifth Avenue, Suite 3636 Seattle, Washington 98101 Attention: Michael Barnes 4. The undersigned understands that this affidavit and certification may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both; 5. This affidavit and certification is given to and may be relied upon by the Transferee; and 6. The undersigned is thel%triarkiV of Transferor and, as such is authorized to execute this affidavit and certification. Under penalties of perjury the undersigned declares that the undersigned has examined this affidavit and certification and to the best of the undersigned's knowledge and belief it is true, correct and complete. DATED: December 14, 1998. Y \WP\WI IU\M(r1\0?iAOO .AcA.(xx: WCM 124-302, LLC, a Washington limited liability company By e /1vr`113'. STATE OF WASHINGTON )ss. COUNTY OF KING I certify that I know or have satisfactory evidence that M 5.1o1 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 )V 1 rAttakTMATVitL 1°i . of WCM 124-302, LLC to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: December 1( , 1998. Y:\WP\W116\11464\1121A0n8nA w.ixx: (Signature of Notary Public) (Printed Name of Notary Publ residing in 1 al--C--711k- s i,�) My Appointment expires `7�7-0P I Upon Recording, Return to City of Tukwila 6200 Southcenter Boulevard Tukwila, WA 98188 Attn: John McFarland Grantor: Grantee: Reference No.: Legal Description: Tax Parcel Number: READ & APPROVED SPECIAL WARRANTY DEED WCM 124-302, LLC City of Tukwila None Ptn. of the Wm. H. Gilliam DLC No. 40 in the SE 1/4 of Sec. 23-23-4 (additional legal on page 3) 000320-0005-08 The Grantor, WCM 124-302, LLC a Washington limited liability company, for and in consideration of ten dollars ($10.00) and other good and valuable consideration in hand paid, does hereby grant, bargain, sell, convey and confirm to the City of Tukwila, a municipal corporation ("Grantee") the real property more particularly described on Exhibit A attached hereto subject to those matters set forth on Exhibit B attached hereto. Grantor by these presents expressly limits the covenants of this Deed to those herein expressed and excludes all covenants arising or to arise by statutory or other implication and does hereby covenant that against all persons whomsoever lawfully claiming or to claim by, through or under said Grantor and not otherwise, Grantor will forever warrant and defend the said described real property. Dated this day of December, 1998. WCM 124-302, LLC, a Washington limited liability company By: Its: Y\W P\W HB\04641023A005A.ACA. DOC STATF 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 WCM 124-302, LLC to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: December , 1998. (Signature of Notary Public) (Printed Name of Notary Public) residing in My Appointment expires 2 Y\W P\ W HB\0464\023A005AACA. DOC EXHIBIT A (Legal Description) THAT PORTION OF OF THE WM. H. GILLIAM DONATION CLAIM NUMBER 40 IN TOWNSHIP 23 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT WHICH IS 1,836.78 FEET WEST AND 1,500.49 FEET NORTH OF THE COMMON CORNER OF SECTIONS 23, 24, 25, AND 26, BEING A POINT ON THE SOUTHERLY LINE OF THE INTERURBAN ADDITION TO SEATTLE, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 10 OF PLATS, PAGE 55, IN KING COUNTY, WASHINGTON; _ THENCE EAST 350 FEET TO THE TRUE POINT OF BEGINNING; THENCE EAST 150 FEET; THENCE SOUTH 448 FEET, MORE OR LESS, TO THE NORTHERLY LINE OF COUNTY ROAD NUMBER 622; THENCE WESTERLY ALONG SAID ROAD LINE TO A POINT SOUTH OF THE TRUE POINT OF BEGINNING; THENCE NORTH TO THE POINT OF BEGINNING; EXCEPT ANY PORTION THEREOF LYING WITHIN SOUTHCENTER BOULEVARD. 3 Y'\WP\ WHB\O464\O23w005w.ACA.DOC EXHIBIT B (Permitted Exceptions) General taxes not yet due and payable A 1. EASEMENT AND THE TERMS AND CONDITIONS THEREOF B GRANTEE: PURPOSE: AREA AFFECTED: RECORDED: RECORDING NUMB ER : PACIFIC TELEPHONE AND TELEGRAPH COMPANY TO ERECT AND MAINTAIN POLES WITH NECESSARY WIRES OR FIXTURES THEREON PORTION OF SA:0 PREMISES Ari OTHER PROPERTY AUGUST 4, 1324 1901223 THE DESCRIPTION CONTAINED THEREIN IS NCT Su:: --_E`ITTO DETERMINE ITS EXACT LOCATION WITHIN THE PROPERTY HEREIN DESCR=3EC . C 2. UNDERGROUND UTILITY EASEMENT AND THE _ERNS AND _CND -TIONS _. GRANTEE: PURPOSE: AREA AFFECTED: RECORDED: RECORDING NUMBER: PUGET SOUND POWER i :.=UHT COMPANY, A WASHINGTON -ORPO Rz_ =CTI _u._.C_.._.. AND, O.. DISTRIBUTION =ON SYSTEM. A RIGHT OF ;IA! _G FEET _N NIOTH HAVING 5 FEET CF SUCH WIDTH ON EACH SIDE CF THE CENTERLINE OF GRANTEE'S FACIA_ -3S AS CONSTRUCTED CR TC BE CCNTRUCTED OR EXTENDED, LYING WIT -IN _: SCUT:: 75 FEET, AS MEASURED ALONG THE WEST LINE THEREOF AND THE EAST 35 FEET OF SA:D PREMISES JANUARY 4, 1980 8001040513 CONTAINS COVENANT PROHIBITING STRUCut(ES OVER SAID EASEMENT CR OTHER ACTIVITIES 'WHICH MIGHT ENDANGER THE UNDERGROUND SYSTEM. 0 3. EASEMENT AND THE TERMS AND CONDITIONS THEREOF GRANTEE: PURPOSE: AREA AFFECTED: RECORDED: RECORDING NUMBER: 4 Y:\ W P\ W HB\0464\023 AOOSA.AG. DOC CITY OF TUKW:....A, A MUNICIPAL CORPORATION ROADWAY AND JT=CITY SOUTHERLY PORTION OF SAID PREMISES AS DESCRIBED IN SAI: INSTRUMENT FEBRUARY 25, 1988 8802250533 EXHIBIT B (Permitted Exceptions) 4. Unrecorded leases with the following tenants: City of Tukwila Aames Home Loan Application Methods Employers Unity Minolta Corporation Yando & Kent PC 5 Y'\WP\WIIR\04()4\023A005n.ACA DOC PLEA?E TYPT„OR PRINT PLEASE SEE REVERSE #526886 -SS ESTATE EXCISE TAX AFFID CHAPTER 82.45 RCW — CHAPTER 458-61 WAC FUR USE AT COUNTY TREASURER'S OFFICE (Use Form No. 84-00113 for Reporting Transfers of Controlling Interest of Entity Ownership to the Department of Revenue) THIS AFFIDAVIT WILL NOT BE ACCEPTED UNLESS ALL AREAS 1-7 ARE FULLY COMPLETED This form is your receipt when stamped by cashier 1 Name WCM 124-302, LLC, A WASHINGTON a, x w �� a Pr -1 Pe Name CITY OF TUKWILA, SELLER I GRANTOR LIMITED LIABILITY COMPANY A WASHINGTON MUNICIPAL CORPORATION Street 1301 Fifth Avenue, Suite 3636 Street 6200 Southcenter Boulevard Seattle,c City/State/ZipWA 98101 City/State/Zip Tukwila, WA 98188 3 ADDRESS TO SEND ALL PROPERTY TAX RELATED CORRESPONDENCE Same as Buyer. ALL TAX PARCEL NUMBERS 000320-0005-08 COUNTY TREASURER PLACE ASSESSED VALUE IF TAX EXEMPT Name Street City/State/Zip - IIIILEGAL DESCRIPTION OF PROPERTY SITUATED IN 0 UNINCORPORATED COUNTY 121 OR IN CITY OF Tukwila Street Address (if property is improved) 6300 Southcenter Boulevard, Tukwila, WA 98188 Legal description is attached as Exhibit A. ® Is this property currently: YES NO Classified or designated as forest land? ❑ gl Chapter 84.33 RCW Classified as current use land (open space, faun 0 and agricultural, or timber)? Chapter 84.34 RCW Exempt from property tax as a nonprofit ❑ organization? Chapter 84.36 RCW Seller's Exempt Reg. No. — Receiving special valuation as historic property? Chapter 84.26 RCW Property Type: 0 land only ® land with previously used building ❑ timber only Principal Use: 0 Apt. (4+ unit) ❑ timber 0 agricultural ❑ other 0 land with new building ❑ land with mobile home ❑ building only ❑ residential commercial/industrial © (I) NOTICE OF CONTINUANCE (RCW 84 33 OR RCW 84.34) If the new owner(s) of land that is classified or designated as current use or forest land wish to continue the classification or designation of such land, the new owner(s) must sign below If the new owner(s) do not desire to continue such classification or designation, all compensating or additional tax calculated pursuant to RCW 84.33 120 and 140 or RCW 84.34.108 shall be due and payable by the seller or transferor at the tune of sale. The county assessor must determine lithe land transferred qualifies to continue classification or designation and must so indicate below Signatures do not necessarily mean the land will remain/11 classification or designation. If it no longer qualities, it will he removed and the compensating taxes will be applied. All new owners must sign. This land ❑ does 0 does not qualify for continuance. Date DEPUTY ASSESSOR (2) NOTICE OF COMPLIANCE (Chapter 84.26 RCW) If the new owner(s) of property with special valuation as historic property wish to continue this special valuation the new owner(s) must sign below If the new owner(s) do not desire to continue such special valuation, all additional tax calculated pursuant to Chapter 84.26 RCW, shall be due and payable by the seller or transferor at the time of sale. (3) OWNER(S) SIGNATURE Description of tangible personal property if included in sale (furniture, appliances, etc ) If exemption claimed, list WAC number and explanation. WAC No (Sec/Sub) Explanation Type of Document Special Warranty Deed Date of Document December , 1998 Gross Sale Price $ 3, 750, 000.00 Personal Property (deduct) $ Taxable Sale Price $ 3, 750, 000.00 Excise Tax: State $ Local $ Delinquent Interest: State $ Local $ Delinquent Penalty. State $ 66,750.00 Total Due $ A MINIMUM OF $2 00 1S DUI.: AS A I'ROCI;SSING FEL'. AND 'FAX AFFIDAVIT I Certify Under Penalty Of Perjury Under The Laws Of The State Of Washington That The Foregoing Is True And Correct. (See hack of this form). Signature of Grantor/Agent Name (print) Date and Place of Signing: Signature of Grantee/Agent Name (print) J Lw, '4t/ti ►�1 �.(% e Vt/t+ 6 Date & Place of Signing: t kLO I a Oa / Z -1/- 4k Perjury: Perjury is a class C felony which is punishable by mnpnsonment m the state correctional institution for a maximum term of not more than live years, or by a line in an amount fixed by the court of not more that live thousand dollars ($5,000 00), or by both imprisonment and line (IWW 9A.20 (121)(10)). REV 84 0001a (6-05-98) (I'll 6-24-98) FOR TREASURER'S USE ONLY COUNTY TREASURER CHICAGO TITLE INSURANCE COMPANY EXHIBIT A LEGAL DESCRIPTION Escrow No.: 526886 The land referred to is situated in the State of Washington, County of KING , and is described as follows: THAT PORTION OF OF THE WM. H. GILLIAM DONATION CLAIM NUMBER 40 IN TOWNSHIP 23 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT WHICH IS 1,836.78 FEET WEST AND 1,500.49 FEET NORTH OF THE COMMON CORNER OF SECTIONS 23, 24, 25, AND 26, BEING A POINT ON THE SOUTHERLY LINE OF THE INTERURBAN ADDITION TO SEATTLE, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 10 OF PLATS, PAGE 55, IN KING COUNTY, WASHINGTON; THENCE EAST 350 FEET TO THE TRUE POINT OF BEGINNING; THENCE EAST 150 FEET; THENCE SOUTH 448 FEET, MORE OR LESS, TO THE NORTHERLY LINE OF COUNTY ROAD NUMBER 622; THENCE WESTERLY ALONG SAID ROAD LINE TO A POINT SOUTH OF THE TRUE POINT OF BEGINNING; THENCE NORTH TO THE POINT OF BEGINNING; EXCEPT ANY PORTION THEREOF LYING WITHIN SOUTHCENTER BOULEVARD. CHICAGO TITLE INSURANCE COMPANY ARD : 6300 SOUTHCENTER BUILDING Tukwila, WA 98188 ->er Trammell Crow Company 11:07 am Detailed Rent Roll Report Page: 2 Report Date From : 12/01/98 To : 12/31/98 Occupant Deposits Previous Current Transactions in Selected Range Name and Address Held Balance Balance Amount Description R T Y T O T A L S: RNT Monthly Rent 36,608.76 STO Storage 259.00 CAM Common Area Maint. Recovery 1,344.00 :its Applied: Total Current Charges Previous Balance Cash Received Checks Removed Deposits Forfeited NSF Checks Deposits Decreased Open Credits Refunded 38,211.76 (15,579.40) (22,687.10) 0.00 0.00 0.00 0.00 0.00 Accounts Receivable Balance (54.74) Security Deposits Held 17,974.72 RNT Monthly Rent 15,265.66 STO Storage 259.00 Total Applied Open Credits 15,524.66 READ & APPROVED tA), ettm& TRAMMELL CROW COMPAN Y 5601 SIXTH AVENUE SOUTH SEATTLE, WA 98108 (206) 762-4750 (206) 763-9871 FAX FACSIMILE TRANSMISSION COVER SHEET Date: b s sc 1 O `0\ 1 g To: a °4 o MUSE Fax: Lc? @-8' --� r) 3f? Front: .SPI'` TOTAL NUM73ER OF PAGES INCLUDS&G THIS PAGE COMMENTS: This facsimile may contain CONFIDENTIAL INFORMATION WELCH MAY BE LEGALLY PRIVILEGED and which is intended only for the use of the addressee(s) named above. If you are not the intended recipient of this facsimile, or the employee or agent responsible for delivering it to the intended recipient, you are hereby notified that any use, dissemination, distribution or copying of this facsimile is strictly prohibited. If you have received this facsimile in error, please notify us immediately by telephone. Thank you. IF YOU DO NOT RECEIVE 'i'H.t: SPECIFIED NUMBER OF PAGES, PLEASE CALL THE SENDER AT THE NUMBER ABOVE. BARD : 6300 SOUTNCENTER BUILDING Tukwila, WA 98188 it Ref. Deposits Aber Name Held Trammell Crow Company 8:50 am Aging Roport (Detailed) Page: 1 as of 12/09/98 Balance Due 1 - 30 31 - 60 61 - 90 Over 90 Days Days Days Days 110 Minolta Corporation 10,687.34 175.21 236.08 (60.87) Chg Description Date PRN Prepaid Rent 10/05/98 (60.87) RMB Tenant Reimb-Floor Sery 11/9 11/30/98 236.08 200 Application Methods 1,469.88 184.77 184.77 Chg Description Date RMB Tenant Reimb-Rekey 11/30/98 184.77 209 Aames Home Loan 2,152.50 (414.72) (414.72) Chg Description Date PRN Prepaid Rent 11/05/98 (414.72) 98 I0WARD ty : 6300 SOUTHCENTER BUILDING .) Tukwila, WA 98188 PROPERTY TOTALS Chg Trammell Crow Company 8:50 am Aging Report (Detailed) Page: 2 as of 12/09/98 Deposits 1 - 30 31 - 60 61 - 90 Over 90 Held Balance Duo Days Days Days Days 14,309.72 (54.74) Description Total PRN Prepaid Rent (475.59) RMB Tenant Reimbursable 420.85 (414.72) 420.85 420.85 (60.87) 0.00 (414.72) (60.87) 8 SWARD y : 6300 SOUTHCENTER BUILDING Tukwila, WA 98188 giber Trammell Crow Company 11:06 am Detailed Rent Roll Report Page: 1 Report Date From : 12/01/98 To : 12/31/98 Occupant Deposits Previous Current Transactions in Selected Range Name and Address Held Balance Balance Amount Description City of Tukwila 900.00 (13,573.16) 0.00 6300 Southcenter Bldg. 13,314.16 Monthly Rent 259.00 Storage Minolta Corporation 10,687.34 6300 Southcenter Bldg. Application Methods 1,469.88 6300 Southcenter Bldg. Yando & Kent 1,700.00 175.21 175.21 184.77 184.77 (1,951.50) 0.00 10,687.34 Monthly Rent 1,074.00 Common Area Maint. Recovery (11,761.34) Pymt. Batch 943 Check 418350 7,048.17 Monthly Rent 113.00 Common Area Maint. Recovery (7,161.17) Pymt. Batch 943 Check 8287 6300 Southcenter Bldg. 1,951.50 Monthly Rent VACANT Aames Home Loan 2,152.50 (414.72) (414.72) 6300 Southcenter Bldg. 2,229.38 Monthly Rent (2,229.38) Pymt. Batch 944 Check 677131 Employers Unity 1,065.00 6300 Southcenter Bldg. 0.00 0.00 1,378.21 Monthly Rent 157.00 Common Arco Maint. Recovery (1,535.21) Pymt. Batch 944 Check 56124 BUYER'S PARTY IN INTEREST CERTIFICATE Notice to Buyer: Locals Nos. 302 and 612 of the International Union of Operating Engineers -Employers Construction Industry Retirement Fund ("Pension Fund"), upon direction of its investment manager, Washington Capital Management, Inc., is selling property to the undersigned Buyer pursuant to a Purchase and Sale Agreement. The Pension Fund is subject to the federal pension law known as the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Under this law, the Pension Fund is restricted from entering into transactions with persons who have certain pre-existing relationships with the Pension Fund or persons performing services to the Pension Fund. Please review the following list of related parties ("Related Parties") and indicate in this Certification whether the Buyer is a Related Party. Related Party: The term Related Party means: 1. An employer any of whose employees are covered by the Pension Fund or a 50% or more owner or shareholder of such an employer. 2. An employee, officer, director, or 10% or more partner or shareholder of an employer whose employees are covered by the Pension Fund. 3. A member of the Board of Trustees of the Pension Fund, or a spouse, parent, grandparent, child, grandchild, or spouse of a lineal descendant of Trustee. 4. An employee or officer of Locals 302 or 612 of the International Union of Operating Engineers - Employers Construction Industry Retirement Fund. 5. An employee, officer, director, or a 10% or more shareholder or pay tiler, of the following persons who provide services to the Pension Fund: Welfare & Pension Administration Service Corporation Lockitch, Clements & Rice (certified public accountants) Carney, Badley, Smith & Spellman (law firm) Davies, Roberts, & Reid (law firm) The Principal Group A. Foster Higgins Company (consulting actuaries) Merrill, Lynch, Pearce, Fenner & Smith, Inc. Columbia Management Company Rainier Investment Management, Inc. Invesco Capital Management, Inc. Washington Capital Management, Inc. Copper Mountain Financial Group Inc. Crabbe Huson Company Compass Group, Inc. 6. A corporation, partnership, trust or estate which is more than 50% owned by any person described m paragraphs 1 or 5. 7. A spouse, parent, grandparent, child, grandchild, or spouse of a lineal descendent of a person described in paragraphs 1 or 5. Y \WP\WHB\0464\023A004AAcA.Doc BUYER'S CERTIFICATION AND AFFIDAVIT STATE OF WASHINGTON ) )ss. COUNTY OF KING ) The undersigned, c% ,Y,) I D , /f4-7vTS , the A4/4 yo le (title) of the Seller, being first duly sworn, deposes and says: 1. The Buyer understands that both the Pension Fund and Washington Capital Management, Inc., an investment manager for the Pension Fund, may rely upon this certification. 2. The Buyer hereby certifies to the best of its knowledge and belief, after diligent investigation: a. That it is not a Related Party b. That it is a Related Party in the following category: (Put the number of the category of Related Parties that applies.) Dated this / 1 day of December, 1998. By: Its: Y.\W P\W HB\0464 \023A004A.ACA.DoC CITY OF TUKWILA w )201,vt,- Recorded at the Request of and after Recording Return to: City of Tukwila 6200 Southcenter Boulevard Tukwila, WA 98188 Attn: John McFarland ASSIGNMENT OF LEASES AND OPERATING CONTRACTS Grantor: Grantee: Reference No.: Legal Description: Tax Parcel Number: WCM 124-302, LLC City of Tukwila None Ptn. of the Wm. H. Gilliam DLC No. 40 in the SE '/4 of Sec. 23-23-4 (additional legal on page 3) 000320-0005-08 This ASSIGNMENT OF LEASES AND OPERATING CONTRACTS (this "Assignment") dated this day of December, 1998, is by and between WCM 124-302, LLC, a Washington limited liability company ("Seller"), and the City of Tukwila, a municipal corporation ("Buyer"). The predecessors in interest to Seller and Buyer are parties to that certain Purchase and Sale Agreement dated October 5, 1998, as amended by an Addendum of the same date (collectively, the "Agreement") pursuant to which Seller has agreed to sell and Buyer has agreed to buy the real property described on Exhibit A together with the improvements located thereon (the "Property"). Pursuant to the Agreement, Seller has agreed to assign and Buyer has agrccd to assume all of Seller's obligations under all leases relating to the Property including the leases described on Exhibit B (collectively, the "Leases") and the contracts or other operating agreements (the "Operating Contracts") described on Exhibit C. NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other valuable consideration paid by Buyer to Seller, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: Y ' \ W P\ W H B\0464\023 A006 A. ACA. DOC SECTION 1. ASSIGNMENT AND ASSUMPTION. Seller does hereby assign and transfer to Buyer all of Seller's right, title and interest in the Leases and security deposits thereunder, and Operating Contracts. Buyer docs hereby assume any and all of Seller's obligations of any kind or nature under the Leases and Operating Contracts which arise or accrue from and after the date hereof. Notwithstanding the foregoing, Seller reserves the right alter the date hereof to proceed against any present or former tenants of the Property for past due rent or other amounts owed under the Leases for the period preceding the closing date provided, however, that Seller shall not have the right (after the closing date) to terminate (or threaten to terminate) any Lease, or dispossess (or threaten to dispossess) any tenant from the leased premises under any Lease. SECTION 2. INDEMNIFICATION. 2.1 Buyer. Buyer agrees to fully, completely and unconditionally indemnify and hold Seller harmless from and against any and all claims, losses, expenses, liabilities, damages, including, without limitation, interest and penalties, attorneys' fees, and all amounts paid in settlement of any claim, which may be asserted against Seller, or which Seller may incur or suffer and arise subsequent to the date hereof and result from or relate directly or indirectly, to the performance of the landlord's obligations under the Leases or Operating Contracts. 2.2 Seller. Seller agrees to fully, completely and unconditionally indemnify and hold Buyer harmless from and against any and all claims, losses, expenses, Inabilities, damages, including, without limitation, interest and penalties, attorneys' fees and all amounts paid in settlement of any claim which may be asserted against Buyer, or which Buyer may incur or suffer and which arise prior to the date hereof and result from or relate directly or indirectly, to the performance of the landlord's obligations under the Leases or Operating Contracts. Notwithstanding anything herein to the contrary, Seller shall have no obligation to indemnify Buyer against, and the indemnification provided under this Section 2.2 shall not cover any claims of tenants or any other person or entity based on the physical condition of the Property from and after closing (whether that claim is made before or after closing), including but not limited to (i) any claim or demand that the Property or its operational capabilities be placed in a better condition of repair than existed as of closing, and (ii) any claim that damages or liabilities arose after closing as a result of the physical condition of the Property at closing. SECTION 3. ATTORNEYS' FEES. In the event of litigation between the parties hereto, declaratory or otherwise, in connection with this Assignment, the prevailing party shall recover its costs and attomeys' fees actually incurred, which shall be determined and fixed by the court as part of the judgment. The parties covenant and agree that they intend by this Section to compensate for attorneys' fees actually incurred by the prevailing party to the particular attorneys involved at such attorneys' then normal hourly rates and that this Section shall constitute a request to the court that such rate or rates be deemed reasonable. 2 Y\W P\W HB\0464\023A006A.ACA.DOC SEC'17ON 4. BINDING. This Assignment shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. SELLER: WCM 124-302, LLC, a Washington limited liability company By: Its: BUYER: CITY OF TUKWILA, a municipal corporation By: IMPORTANT!! IMPORTANT!! Please make sure that nothing appears in the one inch margin of these pages, or the three inch margin at the top of page one. This includes signatures, initials, and notary seals. If the margins are not clear, the county will not record the attached document! 3 Y' \ W P\ W HB\0464\023A006A. ACA. DO C Its: U W r'atmi 'An" - STATE OF WASHINGTON COUNTY OF KING I certify that I know is the person who appear instrument, on oath stated t as the of such party for the uses a Dated: December )ss. IMPORTANT!! IMPORTANT!! Please make sure that nothing appears in the one inch margin of these pages, or the three inch margin at the top of page one. This includes signatures, initials, and notary seals. If the ablic) edged that he/she signed this istrument and acknowledged it to be the free and voluntary act margins are not clear, the county will not record the attached document! STATE OF WASHINGTON ) )ss. COUNTY OF KING ry Public) I certify that I know or have satisfactory evidence thatJp/1Aj . R S is the person who appeared before me, and said person acknowledged that she signed this instrument, on oath stated thashe was authorized to execute the instrument and acknowledged it as the — /Y14 Y d fZ of THE CITY OF TUKWILA to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: December 1/, 1998. ENNIS C'► ••'sioti• qy1' �:.•\5 Eo. >, ti 5 -6 NOTARY 3,1**; :0 -- w• • PUBLIC i Y' 1 W P1 W HB104641023A 006A. ACA. DOC gnature of Notary Public) `0A) [ S C 7?f (Printed Name f Notary Public) residing in , > t 6»- z‹)ff My Appointment expires 3 4 EXHIBIT A (Legal Description) THAT PORTION OF OF THE WM. H. GILLIAM DONATION CLAIM NUMBER 40 IN TOWNSHIP 23 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT WHICH IS 1,836.78 FEET WEST AND 1,500.49 FEET NORTH OF THE COMMON CORNER OF SECTIONS 23, 24, 25, AND 26, BEING A POINT ON THE SOUTHERLY LINE OF THE INTERURBAN ADDITION TO SEATTLE, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 10 OF PLATS, PAGE 55, IN KING COUNTY, WASHINGTON; THENCE EAST 350 FEET TO THE TRUE POINT OF BEGINNING; THENCE EAST 150 FEET; THENCE SOUTH 448 FEET, MORE OR LESS, TO THE NORTHERLY LINE OF COUNTY ROAD NUMBER 622; __ t THENCE WESTERLY ALONG SAID ROAD LINE TO A POINT SOUTH OF THE TRUE POINT OF BEGINNING; THENCE NORTH TO THE POINT OF BEGINNING; EXCEPT ANY PORTION THEREOF LYING 'WITHIN SCUTHCENTER BOULEVARD 3 Y \WP\WHB\0464\023A003A.AG.DOC Exhibit B (Leases) City of Tukwila Aamcs Flomc Loan Application Methods Employers Unity Minolta Corporation Yando & Kent PC 6 Y\WP\WHB\0464\023A006A.ACA. DOC Exhibit C (Operating Contracts) None 7 YAWN \ WI 113 \ 0464 \ 023A006A.ACA.DOC • BILL OF SALE OF PERSONAL PROPERTY /AD & APPROVED \)L, bo. )ettE.- WCM 124-302, LLC, a Washington limited liability company ("Seller") for and in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration, the receipt and sufficiency of which is acknowledged, does hereby quit claim by assignment and sale unto THE CITY OF TUKWILA ("Buyer"), (i) all of its right, title and interest in all furniture, furnishings, fixtures, equipment and other personal property owned by Seller and located on or about the property (the "Property") described on Exhibit A attached hereto, excluding property owned by tenants or occupants of such property, and (ii) all of Seller's right, title and interest in intangible personal property used in connection with the ownership, use or operation of the Property, including, without limitation, all marketing materials, and Seller's rights, if any, to the use of the name "6300 Southcenter" and any other trade names now owned by Seller and used in connection with the property, and those records (if any) respecting tenants and tenant occupancy, signs, maintenance supplies, utilities, licenses, guarantees, indemnities, and any other right relating to the ownership, use and operation of the Property (collectively, the "Personal Property"). Seller has not made and does not make any express or implied warranty or representation of any kind whatsoever with respect to the Personal Property, including, but not limited to: content, status, title, merchantability, fitness for any particular purpose, design, condition, quality, capacity, workmanship, compliance with governmental requirements, or latent defects. Buyer has accepted the Personal Property on an "AS -IS", "WHERE -1S" basis. Seller shall execute and deliver to Buyer at Buyer's sole cost and expense any and all registration certificates, documents and instruments reasonably necessary or appropriate to confirm or perfect the sale subject hereof. DATED: December , 1998. Y: \ W P\ W H B \0464 \02.3A007A.ACA. ooc WCM 124-302, LLC, a Washington limited liability company By: Its: EXHIBIT A (Legal Description) THAT PORTION OF OF THE WM. H. GILLIAM DONATION CLAIM NUMBER 40 IN TOWNSHIP 23 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT WHICH IS 1,836.78 FEET WEST AND 1,500.49 FEET NORTH OF THE COMMON CORNER OF SECTIONS 23, 24, 25, AND 26, BEING A POINT ON THE SOUTHERLY LINE OF THE INTERURBAN ADDITION TO SEATTLE, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 10 OF PLATS, PAGE 55, IN KING COUNTY, WASHINGTON; THENCE EAST 350 FEET TO THE TRUE POINT OF BEGINNING; THENCE EAST 150 FEET; THENCE SOUTH 448 FEET, MORE OR LESS, TO THE NORTHERLY LINE OF COUNTY ROAD NUMBER 622; THENCE WESTERLY ALONG SAID ROAD LINE TO A POINT SOUTH OF THE TRUE POINT OF BEGINNING; THENCE NORTH TO THE POINT OF BEGINNING; EXCEPT ANY PORTION THEREOF LYING WITHIN SOUTHCENTER BOULEVARD. 3 Y \ W P\ W HB\0464\023 A005A. AG. DOC Nip CHICAGO TITLE INSURANCE COMPANY 1000 COLUMllIA CNN1lit, 701 AVENUE, SEATTLE, WASHINGTON 90109 Escrow No. 526886 "Title; No, 526886 Date: DECHM13ER 10, 1998 • ESCROW INSTRUCTIONS Buyer: CITY OF TUKWILA, A WASHINGTON MUNICIPAL CORPORATION (206) 628-5666 (206) 628-9737 Seller: WCM 124-302, LLC, A WASHINGTON LIMITED LIABILITY COMPANY Property: 6300 SOUTHCENTER BOULEVARD MINOLTA BUILDING TUKWILA, WASHINGTON TO: CHICAGO TITLE INSURANCE COMPANY 1800 COLUMBIA CENTER, 701 5TH AVENUE SEATTLE, WASHINGTON 98104 SELLER herein shall deposit with escrow under these instructions the following: REAL ESTATE PURCHASE AND SALE AGREEMENT & ADDENDUMS THERETO, IF ANY ESTIMATED SETTLEMENT STATEMENT NOTICE: THE ESTIMATED CLOSING STATEMENT IS SUBJECT TO CHANGES, CORRECTIONS AND/OR ADDITIONS AT THE TIME OF FINAL COMPUTATION OF CLOSING ESCROW STATEMENT. SPECIAL WARRANTY DEED AND REAL ESTATE EXCISE TAX AFFIDAVIT TAXPAYER IDENTIFICATION NUMBER - SOLICITATION (IRS 1099 FORM) ASSIGNMENT OF LEASES AND OPERATING CONTRACTS BILL OF SALE TO PERSONAL PROPERTY CERTIFICATE OF NONFOREIGN STATUS (IRS FIRPTA AFFIDAVIT) which you are instructed to deliver, release and/or record when you have for the account of the seller THREE MILLION SEVEN HUNDRED FIFTY THOUSAND AND 00/100 ($3,750,000.00 subject to any charges and/or credits authorized herein and PURCHASER herewith deposits with escrow: ASSIGNMENT OF LEASES AND OPERATING CONTRACTS BUYER'S PARTY IN INTEREST CERTIFICATE FUNDS AS REQUIRED TO CLOSE ESTIMATED SETTLEMENT STATEMENT NOTICE: THE ESTIMATED CLOSING STATEMENT IS SUBJECT TO CHANGES, CORRECTIONS AND/OR ADDITIONS AT THE TIME OF FINAL COMPUTATION OF CLOSING ESCROW STATEMENT. which sums and documents you are instructed to use: 1. When you are able to close according to the terms and conditions set forth in the Real Estate Purchase and Sale Agreement and Addendums attached thereto and in compliance with these instructions, and issue your policy (or policies) of title insurance in the amount (or amounts) as follows: OWNERS EXTENDED POLICY © $3,750,000.00 (SELLER PAYS STANDARD PORTION ONLY) containing the insuring clauses, exceptions, exclusions, provisions and stipulations as contained in commitment issued under number 526886 under which parties herein have read and approved, and a. Conditions, restrictions or reservations as may be contained in the plat or Federal or State patents. b. Matters attaching by, through or under the Grantee c. Special Exceptions SPECIAL EXCEPTIONS NO. 1, 2, AND 3. 2. You are instructed to disburse deposited funds pursuant to closing statement(s) examined and approved by the parties hereto and by this reference made a part hereof. Certain items shown on the closing statements may be estimated only and the final figures may be adjusted to accommodate exact amounts required at the time of disbursement. ESCROW INSTRUCTIONS EscrowNo. 526086 '411 • I)alc: DCCT?MUER 10, 1990 Title No. 526886 3. The undersigned have examined and hereby approve for use in this escrow he documents described nbuve as to content and form. (I. Assume a per diens basis in any pro -rale herein provided, and unless parties otherwise instruct you, you are to use the information contained in the last available tax statement as provided by the seller, beneficiary's statement, and fire insurance policies delivered into escrow for the pro -rates provided above. 5. All money received by you in this escrow is to be deposited in your trust account pending closing. 1t is understood that all checks, money orders or drafts will be processed for collection in the normal course of business. You may commingle funds received in this escrow with escrow funds of others, and you may, without limitation, deposit such funds in your custodial or escrow accounts with any reputable trust company, bank, savings bank, savings association, or other financial services entity, including any affiliate of Chicago Title Insurance Company. You shall be under no obligation to invest the funds deposited with you on behalf of any depositor, nor shall you be accountable for any earnings or incidental benefit attributable to the funds which you may receive while you hold such funds. If for any reason funds are retained or remain in escrow after closing date, you are authorized to deduct therefrom a reasonable charge as custodian. 6. You are instructed that all money and documents required by you herein shall be deposited with you on or before DECEMBER 14, 1998 . If this escrow has not been placed in a condition to close by said date, the above items deposited by me (us) are to be returned to me (us) upon written demand, at which time I/wc will pay all your charges in connection herewith, but. in the absence of such written demand, you will proceed with these instructions as soon as practicable. 7. These closing escrow instructions may be executed in counterparts with like effect as if all signatures appeared on a single copy. Facsimile copies of certain documents may be accepted, at the discretion of Chicago Title Insurance Company, for purposes of closing. 8. These escrow instructions arc not intended to amend, modify or supersede the terms and conditions set forth in the Real Estate Purchase and Sale Agreement and Addendums thereto, if any. Escrow is to be concerned only with the provisions specifically set forth in these instructions and identified by the Buyer and Seller as conditions to the closing of this escrow. 9. You are instructed to furnish to any broker or lender identified with this transaction or anyone acting on behalf of such lender, any information concerning this Escrow upon request of said broker or lender. 10. Should any dispute arise between parties interested in property or funds covered by these instructions, you shall have the option to hold all matters pending in their then existing status or to join in or commence a court action, deposit the money and documents referred to herein into the Registry of the Court or upon holding this escrow open for determination of the rights of the parties, you will be relieved of all responsibility. It is further agreed that in the event of any suit or claim made against you by either or both parties to this agreement, that said parties shall be required to pay you all expenses, costs and reasonable attorney's fees in connection therewith, whether suit is instituted by you or any of the parties hereto. 1.1. Escrow Holder is to assume no responsibility or liability for the preparation of the Truth in Lending, Consumer Protection Statement. 12. Escrow Holder is to assume no responsibililty or liability for the calculation, deduction, or any other act such as the withholding of funds and/or for the payment of taxes in compliance with the Foreign Investment in Real Property Tax Act as amended in 1984 (IRC 1445 et seq.). The determination of whether such tax is due and its payment or withholding, if due, shall be handled by the parties outside of escrow. Escrow Holder has advised the parties to contact their attorney or tax advisor regarding the applicability of section 1445 to this transaction. Escrow Holder reserves the right to take any action it believes the law requires it to take, whether included in instructions or not. 13. The legal description as in Preliminary Commitment for Title Insurance No. 526886 is that of the property intended to be conveyed in this transaction. 14. The undersigned hereby acknowledge receipt of the Commitment for Preliminary Title Insurance covering subject property together with Escrow Agents Admission to Practice Rule Disclosure. 15. You are instructed to prorate as of the date of recording the following: REAL ESTATE TAXES, TENANT RENT, CAM REIMBURSEMENT, AND STORAGE. 16. THE UNDERSIGNED HEREBY ADVISE ESCROW HOLDER THAT PRO -RATION AND PAYMENT OF ALL UTILITIES, INCLUDING BUT NOT LIMITED TO WATER, SEWER, GARBAGE, ELECTRICITY, GAS AND OIL, WILL BE HANDLED BETWEEN THE PARTIES OUTSIDE OF ESCROW. ESCROW HOLDER SHALL NOT BE RESPONSIBLE FOR DETERMINING WHETHER ANY UTILITY CHARGES ARE OR MAY BECOME DUE OR FOR PAYMENT OF ANY SUCH CHARGES. BY SIGNING THESE INSTRUCTIONS, THE UNDERSIGNED HEREBY ASSUME FULL RESPONSIBILITY FOR PRORATION AND PAYMENT, IF ANY, OF UTILITIES. NONE. 17. Escrow holder is advised that the personal property, if any, will be transferred outside of escrow between the principals hereto, and escrow holder is to assume no responsibility or liability for the condition, delivery or sales tax due thereon. ESCLINAZ/4-3-97/RLM ESCROW INSTRUCTIONS Escrow No. 526886 "Title No. 526886 Date: DECEMBER 10, 1998 ADDITIONAL INSTRUCTIONS: 18. THE UNDERSIGNED HEREBY AGREE THAT ALL SPECIAL CONDITIONS AND CONTINGENCIES OF THE PURCHASE AND SALE AGREEMENT, TOGETHER WITH ANY AND ALL ADDENDA THERETO, EITHER HAVE BEEN OR WILL BE MET TO THEIR SATISFACTION OR WAIVED. CHICAGO TITLE, AS ESCROWEE, SHALL ONLY BE RESPONSIBLE FOR CLOSING IN ACCORDANCE WITH THE WRITTEN TERMS OF THE PURCHASE AND SALE AGREEMENT AND ANY OTHER WRITTEN INSTRUCTIONS DEPOSITED TO ESCROW. THE PARTIES SHALL HOLD CHICAGO TITLE INSURANCE COMPANY AND ITS EMPLOYEES HARMLESS FROM ANY CLAIM RESULTING FROM THE FAILURE OF ANY PARTY TO MEET ANY ADDITIONAL CONDITIONS AND/OR CONTINGENCIES. 19. BUYER HEREIN HAS READ, RECEIVED AND APPROVED CHICAGO TITLE INSURANCE COMPANY'S PRELIMINARY TITLE COMMITMENT DATED SEPTEMBER 23, 1998, AT 8:00 A.M. AND IS AWARE OF THE CONTENTS THEREIN AND DIRECTS ESCROW HOLDER TO PROCEED WITH THE CLOSING OF THIS ESCROW AS DIRECTED HEREIN. 20. THE UNDERSIGNED HEREBY ADVISE ESCROW HOLDER THAT PRORATION AND PAYMENT OF ALL UTILITIES, INCLUDING BUT NOT LIMITED TO, WATER, SEWER, GARBAGE, ELECTRICITY, GAS AND OIL, WILL BE HANDLED BETWEEN THE PARTIES OUTSIDE OF ESCROW. ESCROW HOLDER SHALL NOT BE RESPONSIBLE FOR DETERMINING WHETHER ANY UTILITIES CHARGES ARE OR MAY BECOME DUE OR FOR PAYMENT OF ANY CHARGES. BY SIGNING THESE INSTRUCTIONS, THE UNDERSIGNED HEREBY ASSUME FULL RESPONSIBILITY FOR PRORATION AND PAYMENT, IF ANY, OF UTILITIES AS DESCRIBED ABOVE AND AS MAY BE CONTAINED IN THE EARNEST MONEY RECEIPT AND AGREEMENT BETWEEN THE PARTIES. • • ESCROW INSTRUCTIONS Escrow No. 526886 Title No. 526886 Date: DECEMBER 10, 1998 DECLARATION OF ESCROW SERVICES Both Purchaser and Seller acknowledge by their signatures hereon the following: I have been specifically informed that CHICAGO TITLE INSURANCE COMPANY (hereinafter designated 'CHICAGO') is not licensed to practice law and no legal advice has been offered by CHICAGO or any of its employees. I have been further informed that CHICAGO is acting only as an escrow holder and that it is forbidden by law from offering any advice to any party respecting the merits of this escrow transaction or the nature of the instruments utilized, and that it has not done so. I have not been referred by CHICAGO to any named attorney or attorneys or discouraged from seeking advice of any attorney but have been requested to seek legal counsel of my own choosing at my own expense, if I have doubt concerning any aspect of this transaction. I further declare all instruments to which I am a party, if prepared by CHICAGO, have been prepared under the direction of my attorney or myself and particularly declare that copying legal description from title reports into forms of deed, etc. or reforming of legal descriptions or agreements is, or will be solely at my direction or request. I have been afforded adequate time and opportunity to read and understand these escrow instructions and all other documents referred to therein. THE UNDERSIGNED HAVE READ AND FULLY UNDERSTAND THE FOREGOING CLOSING INSTRUCTIONS AND ALSO THE DECLARATION SET FORTH ABOVE AND AGREE TO THE SAME CITY OF TUKWILA WCM 124-302, LLC A WASHINGTON MUNICIPAL CORPORATION A WASHINGTON LIMITED LIABILITY COMPANY By: 6(/ Its: Forwarding Address: 1,(111,1A.1 ALTA Owner's Policy (10-17-92) 0 AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY K. (10-17-92) CHICAGO TITLE INSURANCE COMPANY j o e xi- :1 ? SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE �F_;. CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, CHICAGO TITLE INSURANCE COMPANY, a Missouri corporation, herein called the Company, insures, as of Date of Policy shown in Schedule A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or incurred by the insured by reason of: 1. Title to the estate or interest described in Schedule A being vested other than as stated therein; 2. Any defect in or lien or encumbrance on the title; 3. Unmarketability of the title; 4. Lack of a right of access to and from the land. The Company will also pay the costs, attorneys' fees and expenses incurred in defense of the title, as insured, but only to the extent provided in the Conditions and Stipulations. - In Witness Whereof, CHICAGO TITLE INSURANCE COMPANY has caused this policy to be signed and sealed as of Date of Policy shown in Schedule A, the policy to become valid when countersigned by an authorized signatory. 9 Issued by: CHICAGO TITLE INSURANCE COMPANY CHICAGO TITLE INSURANCE COMPANY By: 1800 COLUMBIA CENTER 701 FIFTH AVENUE n SEATTLE, WASHINGTON 981044004-1/,,;-. 1 (206)628-5632 Presiden ; .1��''t ...d,p�.4, l : By:• V' PVNA4(.41,1 UdiY1/tAl (' Secretary izi ALTA Owner's Policy (10-17-92) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this policy. 4. Any claim, which arises out of the transaction vesting in the Insured the estate or interest insured by this policy, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that is based on: (i) the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent transfer; or (ii) the transaction creating the estate or interest insured by this policy being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the instrument of transfer; or (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. f0ICAGO TITLE INSURANCE COMPA• 0 COLUMBIA CENTER, 701 5TH AVE SEATTLE, WA 98104 EXTENDED OWNER POLICY SCHEDULE A Policy No.: 526886 Date of Policy: DECEMBER 14 , 1998 at 12:25 PM I. Name of Insured: CITY OF TUKWILA, A MUNICIPAL CORPORATION 2. The estate or interest in the land which is covered by this policy is: FEE SIMPLE 3. Title to the estate or interest in the land is vested in: CITY OF TUKWILA, A MUNICIPAL CORPORATION 4. The land referred to in this policy is described as follows. SEE ATTACHED DESCRIPTION Amount of Insurance: $3 , 750,000.00 CHICAGO TITLE INSURANCE COMPANY •ICAGO TITLE INSURANCE COMPAI Policy No.: 526886 EXTENDED OWNER POLICY SCHEDULE A (Continued) LEGAL DESCRIPTION THAT PORTION OF OF THE WM. H. GILLIAM DONATION CLAIM NUMBER 40 IN TOWNSHIP 23 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT WHICH IS 1,836.78 FEET WEST AND 1,500.49 FEET NORTH OF THE COMMON CORNER OF SECTIONS 23, 24, 25, AND 26, BEING A POINT ON THE SOUTHERLY LINE OF THE INTERURBAN ADDITION TO SEATTLE, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 10 OF PLATS, PAGE 55, IN KING COUNTY, WASHINGTON; THENCE EAST 350 FEET TO THE TRUE POINT OF BEGINNING; THENCE EAST 150 FEET; THENCE SOUTH 448 FEET, MORE OR LESS, TO THE NORTHERLY LINE OF COUNTY ROAD NUMBER 622; THENCE WESTERLY ALONG SAID ROAD LINE TO A POINT SOUTH OF THE TRUE POINT OF BEGINNING; THENCE NORTH TO THE POINT OF BEGINNING; EXCEPT ANY PORTION THEREOF LYING WITHIN SOUTHCENTER BOULEVARD. CHICAGO TITLE INSURANCE COMPANY •ICAGO TITLE INSURANCE COMPA• Policy No.: 526886 EXTENDED OWNER POLICY SCHEDULE B EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: GENERAL EXCEPTIONS: Al A. TAXES OR SPECIAL ASSESSMENTS WHICH ARE NOT SHOWN AS EXISTING LIENS BY THE PUBLIC RECORDS. B. ANY SERVICE, INSTALLATION, CONNECTION, MAINTENANCE OR CONSTRUCTION CHARGES FOR SEWER, WATER, ELECTRICITY OR GARBAGE COLLECTION AND DISPOSAL. C. RESERVATIONS OR EXCEPTIONS IN PATENTS OR IN ACTS AUTHORIZING THE ISSUANCE THEREOF; INDIAN TRIBAL CODES OR REGULATIONS, INDIAN TREATY OR ABORGINAL RIGHTS, INCLUDING EASEMENTS OR EQUITABLE SERVITUDES. D. WATER RIGHTS, CLAIMS, OR TITLE TO WATER. CHICAGO TITLE INSURANCE COMPANY OWNEXTB/2-13-91/EK •ICAGO TITLE INSURANCE COMPAI Policy No.: 526886 EXTENDED OWNER POLICY SCHEDULE B (Continued) SPECIAL EXCEPTIONS A 1. EASEMENT AND THE TERMS AND CONDITIONS THEREOF: GRANTEE: PURPOSE: AREA AFFECTED: RECORDED: RECORDING NUMBER: PACIFIC TELEPHONE AND TELEGRAPH COMPANY TO ERECT AND MAINTAIN POLES WITH NECESSARY WIRES OR FIXTURES THEREON PORTION OF SAID PREMISES AND OTHER PROPERTY AUGUST 4, 1924 1901223 8 THE DESCRIPTION CONTAINED THEREIN IS NOT SUFFICIENT TO DETERMINE ITS EXACT LOCATION WITHIN THE PROPERTY HEREIN DESCRIBED. C 2. UNDERGROUND UTILITY EASEMENT AND THE TERMS AND CONDITIONS THEREOF: GRANTEE: PUGET SOUND POWER & LIGHT COMPANY, A WASHINGTON CORPORATION PURPOSE: ELECTRIC TRANSMISSION AND/OR DISTRIBUTION SYSTEM AREA AFFECTED: A RIGHT OF WAY 10 FEET IN WIDTH HAVING 5 FEET OF SUCH WIDTH ON EACH SIDE OF THE CENTERLINE OF GRANTEE'S FACILITIES AS CONSTRUCTED OR TO BE CONTRUCTED OR EXTENDED, LYING WITHIN THE SOUTH 75 FEET, AS MEASURED ALONG THE WEST LINE THEREOF AND THE EAST 35 FEET OF SAID PREMISES RECORDED: JANUARY 4, 1980 RECORDING NUMBER: 8001040518 CONTAINS COVENANT PROHIBITING STRUCTURES OVER SAID EASEMENT OR OTHER ACTIVITIES WHICH MIGHT ENDANGER THE UNDERGROUND SYSTEM. D 3. EASEMENT AND THE TERMS AND CONDITIONS THEREOF: GRANTEE: PURPOSE: AREA AFFECTED: RECORDED: RECORDING NUMBER: CITY OF TUKWILLA, A MUNICIPAL CORPORATION ROADWAY AND UTILITY SOUTHERLY PORTION OF SAID PREMISES AS DESCRIBED IN SAID INSTRUMENT FEBRUARY 26, 1988 8802260533 CHICAGO TITLE INSURANCE COMPANY OWNEXTBS/2-13-91/EK •ICAGO TITLE INSURANCE COMPA• Policy No.: 526886 EXTENDED OWNER POLICY SCHEDULE B (Continued) SPECIAL EXCEPTIONS AD 4. UNRECORDED LEASE, INCLUDING THE TERMS AND CONDITIONS THEREOF: LESSOR: LESSEE(S): DISCLOSED BY: WCM 124-302, LLC, A WASHINGTON LIMITED LIABILITY COMPANY CITY OF TUKWILA, MINOLTA CORPORATION, APPLICATION METHODS, YADO & KENT, AAMES HOME LOAN, EMPLOYERS UNITY RENT ROLL DATED NOVEMBER 30, 1998 ** END OF SCHEDULE B ** AUTHORIZED SIGNATORY Loan Policy Endorsements: N/A Owner's Policy Endorsements: N/A CHICAGO TITLE INSURANCE COMPANY CHICAGO TITL#NSURANCE COMPANY 1800 COLUMBIA CENTER, 701 STH AVE, SEATTLE, WASHINGTON 98104 IMPORTANT: This is not a Survey. It is furnished as a convenience to locate the land indicated hereon with reference to streets and other land. No liability is assumed by reason of reliance hereon. 3So 111.1.. Cezi 23 - -- /50 N Ia CONDITIONS AND STIPULATIONS 1. DEFINITION OF TERMS The following terms when used in this policy mean: (a) "insured". the insured named in Schedule A, and, subject to any rights or defenses the Company would have had against the named insured, those who succeed to the interest of the named insured by operation of law as distinguished from purchase including, but not limited to, heirs, distributees, devisees, survivors, personal representatives, next of kin, or corporate or fiduciary successors. (b) "insured claimant". an insured claiming loss or damage (c) "knowledge" or "known": actual knowledge, not constructive knowl- edge or notice which may be imputed to an insured by reason of the public records as defined in this policy or any other records which impart construc- tive notice of matters affecting the land. (d) "land" the land described or referred to in Schedule A, and improve- ments affixed thereto which by law constitute real property. The term "land" does not include any property beyond the lines of the area described or referred to in Schedule A, nor any right, title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but noth- ing herein shall modify or limit the extent to which a right of access to and from the land is insured by this policy (e) "mortgage": mortgage, deed of trust, trust deed, or other security instrument. (f) "public records" records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without knowledge With respect to Section 1(a)(iv) of the Exclusions From Coverage, "public records" shall also include environmental protection liens filed in the records of the clerk of the United States district court for the district in which the land is located (g) "unmarketability of the title" an alleged or apparent matter affecting the title to the land, not excluded or excepted from coverage, which would entitle a purchaser of the estate or interest described in Schedule A to be released from the obligation to purchase by virtue of a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE AFTER CONVEYANCE OF TITLE The coverage of this policy shall continue in force as of Date of Policy in favor of an insured only so long as the insured retains an estate or interest in the land, or holds an indebtedness secured by a purchase money mortgage given by a purchaser from the insured, or only so long as the insured shall have liability by reason of covenants of warranty made by the insured in any transfer or conveyance of the estate or interest. This policy shall not continue in force in favor of any purchaser from the insured of either (i) an estate or interest in the land, or (ii) an indebtedness secured by a purchase money mortgage given to the insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 4(a) below, (ii) in case knowledge shall come to an insured hereunder of any claim of title or interest which is adverse to the title to the estate or interest, as insured, and which might cause loss or dam- age for which the Company may be liable by virtue of this policy, or (iii) if title to the estate or interest, as insured, is rejected as unmarketable If prompt notice shall not be given to the Company, then as to the insured all liability of the Company shall terminate with regard to the matter or matters for which prompt notice is required; provided, however, that failure to notify the Company shall in no case prejudice the rights of any insured under this policy unless the Company shall be prejudiced by the failure and then only to the extent of the prejudice. 4. DEFENSE AND PROSECUTION OF ACTIONS; DUTY OF INSURED CLAIMANT TO COOPERATE (a) Upon written request by the insured and subject to the options con- tained in Section 6 of these Conditions and Stipulations, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an insured in litigation in which any third party asserts a claim adverse to the title or interest as insured, but only as to those stated causes of action alleging a defect, lien or encumbrance or other matter insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the insured to object for reasonable cause) to represent the insured as to those stated causes of action and shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs or expenses incurred by the insured in the defense of those causes of action which allege matters not insured against by this policy (b) The Company shall have the right, at its own cost, to institute and prosecute any action or proceeding or to do any other act which in its opinion may be necessary or desirable to establish the title to the estate or interest, as insured, or to prevent or reduce loss or damage to the insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable hereunder, and shall not thereby concede liability or waive any provision of this policy. If the Company shall exercise its rights under this paragraph. it shall do so diligently. (c) Whenever the Company shall have brought an action or interposed a defense as required or permitted by the provisions of this policy, the Company may pursue any litigation to final determination by a court of competent juris- diction and expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order. (d) In all cases where this policy permits or requires the Company to prose- cute or provide for the defense of any action or proceeding, the insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, and all appeals therein, and permit the Company to use, at its option, the name of the insured for this purpose Whenever requested by the Company, the insured, at the Company's expense, shall give the Company all reasonable aid (i) in any action or proceeding, securing evidence, obtaining witnesses, prosecuting or defending the action or pro- ceeding, or effecting settlement, and (ii) in any other lawful act which in the opinion of the Company may be necessary or desirable to establish the title to the estate or interest as insured If the Company is prejudiced by the failure of the insured to furnish the required cooperation, the Company's obligations to the insured under the policy shall terminate, including any liability or obliga- tion to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation 5. PROOF OF LOSS OR DAMAGE In addition to and after the notices required under Section 3 of these Condi- tions and Stipulations have been provided the Company, a proof of loss or damage signed and sworn to by the insured claimant shall be furnished to the Company within 90 days after the insured claimant shall ascertain the facts giving rise to the loss or damage. The proof of loss or damage shall describe the defect in, or lien or encumbrance on the title, or other matter insured against by this policy which constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage If the Company is prejudiced by the failure of the insured claimant to provide the required proof of loss or damage, the Company's obligations to the insured under the policy shall terminate, including any liability or obliga- tion to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such proof of loss or damage. In addition, the insured claimant may reasonably be required to submit to examination under oath by any authorized representative of the Company and shall produce for examination, inspection and copying, at such reason- able times and places as may be designated by any authorized representative of the Company, all records, books, ledgers, checks, correspondence and memoranda, whether bearing a date before or after Date of Policy, which reasonably pertain to the loss or damage. Further, if requested by any autho- rized representative of the Company, the insured claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and copy all records, books, ledgers, checks, correspon- dence and memoranda in the custody or control of a third party, which reason- ably pertain to the loss or damage All information designated as confidential by the insured claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the insured claimant to submit for examination under oath, produce other reason- ably requested information or grant permission to secure reasonably neces- sary information from third parties as required in this paragraph shall termi- nate any liability of the Company under this policy as to that claim. 6. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the amount of insurance under this policy together with any costs, attorneys' fees and expenses incurred by the insured claimant, which were authorized by the Company, up to the time of payment or tender of payment and which the Company is obligated to pay Upon the exercise by the Company of this option, all liability and obligations to the insured under this policy, other than to make the payment required, shall terminate, including any liability or obligation to defend, prosecute, or con- tinue any litigation, and the policy shall be surrendered to the Company for cancellation. (b) To Pay or Otherwise Settle With Parties Other than the Insured or With the Insured Claimant. (i) to pay or otherwise settle with other parties for or in the name of an insured claimant any claim insured against under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay; or (ii) to pay or otherwise settle with the insured claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay Upon the exercise by the Company of either of the options provided for in paragraphs (b)(i) or (ii), the Company's obligations to the insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prose- cute or continue any litigation 7. DETERMINATION, EXTENT OF LIABILITY AND COINSURANCE This policy is a contract of indemnity against actual monetary loss or dam- age sustained or incurred by the insured claimant who has suffered loss or damage by reason of matters insured against by this policy and only to the extent herein described. (a) The liability of the Company under this policy shall not exceed the least of. (i) the Amount of Insurance stated in Schedule A, or, (ii) the difference between the value of the insured estate or interest as insured and the value of the insured estate or interest subject to the defect, lien or encumbrance insured against by this policy. (b) In the event the Amount of Insurance stated in Schedule A at the Date of Policy is less than 80 percent of the value of the insured estate or interest or the full consideration paid for the land, whichever is less, or if subsequent to the Date of Policy an improvement is erected on the land which increases the value of the insured estate or interest by at least 20 percent over the Amount of Insurance stated in Schedule A, then this Policy is subject to the following: (i) where no subsequent improvement has been made, as to any partial loss, the Company shall only pay the loss pro rata in the proportion that the amount of insurance at Date of Policy bears to the total value of the insured estate or interest at Date of Policy; or (ii) where a subsequent improvement has been made, as to any partial loss, the Company shall only pay the loss pro rata in the proportion that 120 percent of the Amount of Insurance stated in Schedule A bears to the sum of the Amount of Insurance stated in Schedule A and the amount expended for the improvement. The provisions of this paragraph shall not apply to costs, attorneys' fees and expenses for which the Company is liable under this policy, and shall only apply to that portion of any loss which exceeds, in the aggregate, 10 percent of the Amount of Insurance stated in Schedule A. (c) The Company will pay only those costs, attorneys' fees and expenses incurred in accordance with Section 4 of these Conditions and Stipulations. 8. APPORTIONMENT If the land described in Schedule A consists of two or more parcels which are not used as a single site, and a loss is established affecting one or more of the parcels but not all, the loss shall be computed and settled on a pro rata basis as if the amount of insurance under this policy was divided pro rata as to the value on Date of Policy of each separate parcel to the whole, exclusive of any improvements made subsequent to Date of Policy, unless a liability or value has otherwise been agreed upon as to each parcel by the Company and the insured at the time of the issuance of this policy and shown by an express statement or by an endorsement attached to this policy 9. LIMITATION OF LIABILITY (a) If the Company establishes the title, or removes the alleged defect, lien or encumbrance, or cures the lack of a right of access to or from the land, or cures the claim of unmarketability of title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals therefrom, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused thereby. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or dam- age until there has been a final determination by a court of competent jurisdic- tion, and disposition of all appeals therefrom, adverse to the title as insured. (c) The Company shall not be liable for loss or damage to any insured for liability voluntarily assumed by the insured in settling any claim or suit without the prior written consent of the Company 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY All payments under this policy, except payments made for costs, attorneys' fees and expenses, shall reduce the amount of the insurance pro tanto. 11. LIABILITY NONCUMULATIVE It is expressly understood that the amount of insurance under this policy shall be reduced by any amount the Company may pay under any policy insuring a mortgage to which exception is taken in Schedule B or to which the insured has agreed, assumed, or taken subject, or which is hereafter ex- ecuted by an insured and which is a charge or lien on the estate or interest described or referred to in Schedule A, and the amount so paid shall be deemed a payment under this policy to the insured owner. 12. PAYMENT OF LOSS (a) No payment shall be made without producing this policy for endorse- ment of the payment unless the policy has been lost or destroyed, in which case proof of loss or destruction shall be furnished to the satisfaction of the Company. Reorder Form No. 8256 (Rev 10-17-92) • (b) When liability and the extent of loss or damage has been definitely fixed in accordance with these Conditions and Stipulations, the loss or damage shall be payable within 30 days thereafter. 13. SUBROGATION UPON PAYMENT OR SETTLEMENT (a) The Company's Right of Subrogation. Whenever the Company shall have settled and paid a claim under this policy, all right of subrogation shall vest in the Company unaffected by any act of the insured claimant. The Company shall be subrogated to and be entitled to all rights and remedies which the insured claimant would have had against any person or property in respect to the claim had this policy not been issued. If requested by the Company, the insured claimant shall transfer to the Company all rights and remedies against any person or property necessary in order to perfect this right of subrogation. The insured claimant shall permit the Company to sue, compromise or settle in the name of the insured claimant and to use the name of the insured claimant in any transaction or litigation involving these rights or remedies. If a payment on account of a claim does not fully cover the loss of the insured claimant, the Company shall be subrogated to these rights and reme- dies in the proportion which the Company's payment bears to the whole amount of the loss. If loss should result from any act of the insured claimant, as stated above, that act shall not void this policy, but the Company, in that event, shall be required to pay only that part of any losses insured against by this policy which shall exceed the amount, if any, lost to the Company by reason of the impair- ment by the insured claimant of the Company's right of subrogation (b) The Company's Rights Against Non-insured Obligors. The Company's right of subrogation against non-insured obligors shall exist and shall include, without limitation, the rights of the insured to indem- nities, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments which provide for subroga- tion rights by reason of this policy. 14. ARBITRATION Unless prohibited by applicable law, either the Company or the insured may demand arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration Association Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the insured arising out of or relating to this policy, any service of the Company in connec- tion with its issuance or the breach of a policy provision or other obligation. All arbitrable matters when the Amount of Insurance is $1,000,000 or less shall be arbitrated at the option of either the Company or the insured. All arbitrable matters when the Amount of Insurance is in excess of $1,000,000 shall be arbitrated only when agreed to by both the Company and the insured Arbitra- tion pursuant to this policy and under the Rules in effect on the date the demand for arbitration is made or, at the option of the insured, the Rules in effect at Date of Policy shall be binding upon the parties. The award may include attorneys' fees only if the laws of the state in which the land is located permit a court to award attorneys' fees to a prevailing party. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof The law of the situs of the land shall apply to an arbitration under the Title Insurance Arbitration Rules. A copy of the Rules may be obtained from the Company upon request. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements, if any, attached hereto by the Company is the entire policy and contract between the insured and the Com- pany In interpreting any provision of this policy, this policy shall be construed as a whole (b) Any claim of loss or damage, whether or not based on negligence, and which arises out of the status of the title to the estate or interest covered hereby or by any action asserting such claim, shall be restricted to this policy (c) No amendment of or endorsement to this policy can be made except by a writing endorsed hereon or attached hereto signed by either the President, a Vice President, the Secretary, an Assistant Secretary, or validating officer or authorized signatory of the Company. 16. SEVERABILITY In the event any provision of the policy is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision and all other provisions shall remain in full force and effect. 17. NOTICES, WHERE SENT All notices required to be given the Company and any statement in writing required to be furnished the Company shall include the number of this policy and shall be addressed to the Company at the issuing office or to: Chicago Title Insurance Company Claims Department 171 North *Street Chicago,I60601-3294 Owner: Tenant: Lease Dated: Space No: TENANT ESTOPPEL CERTIFICATE Northway Square East Building 6300 Southcenter Blvd. Local Nos. 302 and 612 International Union of Operating Engineers - Employer's Construction Industry Retirement Fund The City of Tukwila April 26, 1995 as Amended on January 5, 1996 100, 206, and 204 The undersigned Owner and Tenant do hereby certify and confirm to The City of Tukwila ("Buyer") as follows: 1. Owner and Tenant are parties to the above described lease (the "Lease"), which Lease is in full force and effect as of the date of this Certificate. True and Correct copies of the Lease and all amendments to the Lease are attached hereto as Exhibit A. 2. The Lease has not been modified in any respect, other than as set forth on Exhibit A, and there are no verbal or written agreements or understandings to modify the Lease at a future date. Tenant has no Lease renewal options, purchase options or first refusal rights other than as expressly stated in the Lease. 3. August 30, 2000. 4. The primary Lease term commenced on May 1, 1995 and will expire on Rent commenced to accrue on May 1, 1998 and has been paid through November 30, 1998. The current monthly rent payable under the Lease is $13,314.16. 5. There is no prepaid rent other than $13,573.16 ("none" if left blank). Owner holds a security deposit from Tenant in the amount of $900.00. 6. All obligations of Owner and Tenant with respect to construction of the leased premises and the project of which the leased premises is a part have been fully performed with the exception of the following: ("none" if left blank). 7. Tenant has unconditionally accepted the leased premises with the exception of the following: ("none" if left blank). 8. All construction and move -in allowances owing by Owner to Tenant (if any) have been fully paid. There are no rental concessions or abatements other than as expressly stated in the Lease, and no agreements or understandings that would otherwise modify the rights and obligations of the parties as set forth in the Lease. 9. No event has occurred which does presently, or would with the passage of time, the giving of notice, or the expiration of a period of grace, constitute a default by either party under the Lease, give rise to a right of termination of the Lease by either party, or give rise to any rights of offset, defenses, or counterclaims with respect to Tenant's obligation to pay rent under the Lease or with respect to the performance of any other terms, covenants, and conditions set forth in the Lease. Owner and Tenant acknowledge that Buyer is relying upon the above assurances in connection with Buyer's acquisition of the Premises. DATED this 9th day of NnvamhPr , 1998_. Owner: Tenant: By Name Title By Name Title hn W. Rants Mayor, City of Tukwila EXHIBIT A TO TENANT EXTOPPEL CERTIFICATE Lease • Following this page is a true and correct copy of the Lease, including all amendments thereto. LEASE AMENDMENT ONE G P ORIGINAL This Lease Amendment One (-Amendment") is made January 5, 1996, and is attached to the lease dated April 26, 1995 (the 'Lease") by and between Bank of America, NT & SA - Investment Real Estate as agents for the agent account of International Union of Operating Engineers Local 302 and 612, Engineer Employers Construction Industries Retirement Fund superseded by Washington Capital Management, Inc. as Investment Manager for the agent account of International Union of Operating Engineers Local 302, and 612, Engineer Employers Construction Industries Retirement Fund ("Landlord"), and the City of Tukwila (-Tenant') for property located at 6300 Southcenter Boulevard, Tukwila, Washington. Landlord and Tenant hereby mutually agree to amend the Lease as follows and agree that this Amendment shall be effective upon Landlord's and Tenant's acceptance and acknowledgment by their notarized signatures below, and the parties agree that the terms of this Amendment shall commence February 1, 1996. 1. Paragraph 21 in the existing lease shall be deleted and the following paragraph shall be substituted: "21. TENANT INSURANCE Tenant agrees throughout the term of this Lease and any renewal thereof, to procure and maintain, at its own expense, a policy or policies of comprehensive liability insurance, insuring Landlord and Tenant from all claims, demands or actions for injury or death or property damage in or about the Premises, exeept#ece - , in amounts which are from time to time reasonably required by Landlord, but not less than One Million Dollars ($1,000,000), for all claims arising as a result of any one occurrence, and not less then Two Million Dollars (52,000,000) for all claims arising in a single policy year. The policy shall insure the hazards and operations of independent contractor, contractual liability (covering the indemnity contained in Article 31). Said insurance shall be in a form and with an insurer acceptable to Landlord, shall not be subject to cancellation except after at least thirty (30) days' prior written notice to Landlord. Evidence of the payment of premium thereon, shall be deposited with Landlord at the commencement of the term, and upon any renewal of said insurance nct less than 30 days' prior to the expiration of the term, of such coverage. Tenant shall also provide its own fire and extended coverage insurance covering the full replacement value of all Tenant's personal property and removable trade fixtures, without depreciation and coinsurance, and, where applicable, with an agreed amount endorsement." 2. Add the following paragraph, "39. STORAGE SPACE. Tenant shall pay Landlord Two Hundred Fifty -Nine and No/100 Dollars (3259.00) per month through the entire term of this Lease for approximately 518 useable square feet of storage space located in the northeast corner of the garage area ("Storage Space'). Rent as stated above shall be due in advance on or before the first day of each month. This space is leased in an 'as -is" condition, without tenant improvement work provided by Landlord." All other terms and conditions of the Lease shall continue in full force and effect. LANDLORD: By: SANK OF AMERICA CORPORATION, AS AGENTS FOR THE AGENT ACCOUNT OF INTERNATIONAL UNION OF OPERATING ENGINEERS LQCAL 302 AND 612, ENGINEER, EMPLOYERS CONSTRUCTION INDUSTRIES RETIREMENT FUND SUPERSEDE BY WASHINGTON CAPITAL MANAGEMENT, INC. AGENTS FOR THE INVESTMENT MANAGER ACCOUNT OF INTERNATIONAL UNION OF OPERATING ENGINEERS, LOCAL 302 AND 612, ENGINEERS EMPLOYERS CONSTRUCTION INDUSTRIES RETIREMENT FUND. Sr-. Date: 1,Z5\ 14, Its: Vice Psident and Principal TENANT: i .. CITY OF TUKWILA (� Date: 1-1/ 1/5/96 s:lsoflwparkerleas�.-nad 1 LL\ STATE OF /"' COUNTY OF �`' •^-`3 "n�� On this day of 199 , before me, a Notary Public in and for the St to of duly co sinned a d swom, personally appeared /`1)G%7r�, known to me to be the the,— Pres,;c .1_d-4 pe; ..4 pe of Washington Capital Management, Inc., as Agents for the Agent Account of International Union of Operdting Engineers Local 302 and 612, Engineer Employers Construction Industries Retirement Fund, the corporation named in and which executed the foregoing instrument and acknowledged to me that [he] [she] signed the same as [his] [her] voluntary act and deed of said corporation for the uses and purposes therein mentioned, being authorized so to do, and that the corporate seal affixed thereto is the seal of_saiel corpotition. :74."IN. WON j� �A WHEREOF, I have t - • an • o ial seal the day and year first above written. . :u * . •°4 • • . I`PA ',, 1/8 \.\-I .? e .03.9•,: -,�o STATE 'b�-'.1 COUNTY OF k.L� II On this / 2 day of �` , 199P, before me personally appeared:10A il 1.) t4K�s to me known to be the i' ",�?4y D'3'• of the City of Tukwila that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he (she) was authorized to executed said instrument and the seal affixed is the corporate seal of said corporation. IN WITNESS WHEF EOF I have reunto set my hand and affixed my official seal the day and year first above written. V . ) ss. ) ss. NOTARY PUBLIC in and for the state of trb..S1Z.•:- residing at 1O1 STc1 2 3ioz.E.a 55-4 SffJo/ My commission expires: '-3 — 1/5/96 s:\soft\wparkerlleaseamnd.1 NO Y PUBLIC in and for the state of , residing at gJ2' ‹,3 LJ3y4 `j gd.Z— My commission expires: 9. An employee, officer, director, partner, or shareholder of Merrill, Lynch, Pearce, Fenner & Smith, Inc. 10. An employee, officer, director, partner, or shareholder of Columbia Management Company, Inc. 11. An employee, officer, director, partner, or shareholder of Rainier Investment Management, Inc. 12. An employee, officer, director, partner, or shareholder of Invesco Capital Management, Inc. 13. An employee, officer, director, partner, or shareholder of Washington Capital Management, Inc. 14. An employee, officer, director, partner, or shareholder of the Crabbe Huson Company, or its subsidiary Pacific Northwest Trust Company. 15. An employee, officer, director, partner, or shareholder of Weiss, Peck & Greer Investments. 16. A spouse, parent, or child of any person described in paragraphs 2 through 18. 17. Any additional Related Party not listed above: a. b. c. d. 1/5/96 s:'sofffwparkenlocal.doc TENANT'S CERTIFICATION AND AFFIDAVIT STATE OF ) )ss COUNTY OF The undersigned,,—,,1/4"-it.) i) j i S a , first duly swom, deposes and says: 1. The Tenant understands that both the Locals #302 and #612 -Operating Engineers Fund and Washington Capital Management, Inc., the agent for Locals #302- and #612 Operating Engineers, may rely on this representation, warranty, and covenant. 2. The tenant hereby certifies to Locals #302 and #612 - Operating Engineers, to the best of its knowledge and belief, after diligent investigation: a. /� That it is not a Related Party. b. That is a Related party in the following category: . (indicate the number of the category of Related parties above that applies.) DATED this // day of J CZIA-- 19 ?6 ��r^moi SUBSCRIBED AND SWORN TO before me this )/ day o NOTARY PUBLIs` State of ' residing at Z " ir1) S My commission expires: k ,,,ttttttti���,,i i oSOTAR' t•c"� •' --k t pUBUC c4)/A21 • ��,,0 t Or.n +�� 00. and for the 1/5/96 s:\soifiwparkcr\local.doc ORIGINAL 1 43 Lease 6300 Southcenter Boulevard Tukwila, Washington Landlord BANK OF AMERICA NT & SA INVESTMENT REAL ESTATE IN ITS FIDUCIARY CORPORATE CAPACITY Tenant CITY OF TUKWILA TABLE OF CONTENTS 1. LEASE SUMMARY 1 1.1 Building 1 1.2 Premises 1 1.3 Square Footage Data 1 1.4 Term 1 1.5 Security Deposit 1 1.6 Use 1 1.7 Rent 2 1.8 Exhibits 2 1.9 Fiduciary Account 2 2. LEASE OF PREMISES 2 3. DEFINITIONS 2 4. SECURITY DEPOSIT 5 5. RENT PAYMENT 6 6. LATE CHARGE 7 7. ADDITIONAL RENT 7 7.1 Tenant's Obligation to Pay Additional Rent 7 7.2 Credit to Tenant for Operating Costs 7 7.3 Estimated Operating Costs Allocable to the Premises. 7 7.4 Adjustment to Estimated Operating Costs During Calendar Year 7 7.5 Actual Operating Costs 7 7.6 Determinations 8 7.7 Beginning Term 8 7.8 End of Term 8 7.9 Minimum Annual Rent 8 7.10 Nonpayment of Additional Rent 8 7.11 Personal Property Taxes 9 8. COMMENCEMENT AND EXPIRATION DATES 9 8.1 Commencement and Expiration Dates 9 8.2 Confirmation of Commencement Date 9 8.3 Tenant Obligations 9 -i- MACka figaftestukw 8.4 Tenant Termination Rights 9 9. ACCEPTANCE OF PREMISES 10 9.1 Premises Not Completed 10 9.2 Premises Completed 10 10. ALTERATIONS, ADDITIONS, IMPROVEMENTS BY TENANT 10 11. CARE OF PREMISES 11 12. MECHANICS' LIENS 11 13. SURRENDER OF PREMISES 11 14. USES 11 14.1 Use 11 14.2 Compliance 12 14.3 Disruption 12 14.4 Other Tenants 12 14.5 Prohibited Acts 12 14.6 Rules and Regulations 12 14.7 Hazardous Substances 13 15. LANDLORD'S RIGHT OF ENTRY 13 16. NUISANCE 13 17. ASSIGNMENT AND SUBLETTING 14 17.1 Landlord's Consent 14 17.2 Landlord's Termination Right 14 17.3 Change in Tenant's Composition 14 17.4 Obligations 14 17.5 Prohibited Transfers 15 18. SUBORDINATION TO MORTGAGE 15 19. ESTOPPEL CERTIFICATE 15 20. SIGNS AND GRAPHICS 16 21. TENANT INSURANCE 16 22. SERVICES AND UTILITIES PROVIDED BY LANDLORD 22.1 Maintenance —ii - overs ano..blk Millie( bancorpoistion 16 16 22.2 Other Services and Utilities 17 23. QUIET ENJOYMENT 18 24. ASSIGNMENT BY LANDLORD 19 25. CONDEMNATION 19 25.1 Entire Taking 19 25.2 Partial Taking 19 25.3 Awards and Damages 19 26. DAMAGE TO BUILDING 20 27. HOLDING OVER 20 28. COSTS AND ATTORNEYS' 1:.bS 21 29. DEFAULT BY TENANT 21 29.1 Termination 21 29.2 Possession. 22 30. INDEMNIFICATION 22 31. WAIVER OF SUBROGATION 32. LIMIT ON LANDLORD'S LIABILITY 32.1 Landlord's Interest 32.2 Tenant's Business Interruption 33. SEVERABILITY 23- 24 24 24 24 34. WAIVER OF COVENANTS 24 35. NOTICES 36. PARKING 37. LIGHT AND AIR 38. MISCELLANEOUS 38.1 Binding Effect 38.2 Remedies, Law and Venue 38.3 Captions 38.4 Counterparts 0020195 afc..blk asinisr beitwxxpotatiors 25 25 25 26 26 26 26 26 38.5 Examination of Lease 38.6 Entire Agreement 38.7 Authority 38.8 Force Majeure 38.9 Right to Change Public Spaces 38.10 Building Name 38.11 Recordation 38.12 Joint Obligation 38.13 Relocation. 38.14 Representation 38.15 Hazardous Material 38.16 Tenant Improvements Exhibit A Legal Description Exhibit B Plan of Premises/Space Plan Exhibit C Rules and Regulations Exhibit D Tenants Party In Interest Certificate 26 26 26 27 27 27 27 27 27 27 27 28 OFFICE LEASE AGREEMENT THIS LEASE, dated the 26th day of April, 1995 is by and between BA Financial Management Services, Inc., as agent for Bank of America, NT & SA- Investment Real Estate, for the account identified in the Lease Summary below, hereinafter called "Landlord", and The City of Tukwila, hereinafter called Tenant." 1. LEASE SUMMARY The following is a summary of some of the details of the Lease. To the extent any of this summary is not consistent with the body of the Lease, the provisions of the body of the Lease shall prevail: 1.1 Building: Located on the real property more particularly described in Exhibit A, with a address of 6300 Southcenter Boulevard, Tukwila, Washington. 1.2 Premises: That area • the first and second floor(s) of the Building as generally indicated on Exhibit B, including Tenant ► provements, if any, described in Exhibit C. 13,31`1 1.3 Square Footage Da The rentable Square Footage of the Premises is approximately 3;3-76r sq. ft. The Building's total Rentable Square Footage is appro ' y 1,886 sq. ft. Tenant's Percentage of the total Rentable Square Footage of approximately , ,r; • %. 3,3'11. r 1.4 Term: 1.4.1 Commencement Date: May 1, 1995 or such earlier or later date as provided in Article 8 hereof. 1.4.2 Expiration Date: August 30, 2000. 1.5 Security Deposit: Tenant has paid Landlord a security deposit ofNine Hundred and No/100th Dollars ($900.00), to be held in accordance with Article 3, below, which was transferred from the previous lease. 1.6 Use: The Premises are to be used and occupied by Tenant for general office and administrative use. 1.6.1 The building and parking area will comply with the Americans with Disabilities Act (ADA) at Landlord's expense. Landlord to be responsible for the timing and implementation of ADA plan. 04/20/95 ofro..ak bencaporation 1 1.7 Rent: Tenant shall pay Landlorflevf ouscuid Eight--. Hundred Four sas Minimum Annual Rent. In addition to the Minimum Annual Rent, Tenant shall pay to Landlord any amounts of Additional Rent determined to be due pursuant to Article 7, below. 1.7.1 Landlord to abate the first three (3) months of the lease term. 1.7.2 Effective March 16, 1998, the minimum annual rent shall be One 1.8 Exhibits: The following Exhibits are attached to this Lease, are incorporated into this Lease by this reference, and are to be construed as part of this Lease: Exhibit A - Legal Description Exhibit B - Plan of Premises/Space Plan Exhibit C - Rules and Regulations 1.9 Fiduciary Account: The Building and Premises are owned by the following named fiduciary account: International Union of Operating Engineers Local 302 and 612. Engineer Employers Construction Industries Retirement Fund. All references herein to Landlord are solely to this Fiduciary Account and do not provide a basis for any recourse to, or claim against, Rainier Bancorporation, as Agents for Bank of America NT & SA Investment Real Estate in its corporate capacity. 2. LEASE OF PREMISES In consideration of the covenants and agreements set forth herein, Landlord does hereby lease to Tenant, and Tenant does hereby lease from Landlord upon the terms and conditions herein set forth, the Premises described in Article 1.2 above, together with rights of ingress and egress, as limited herein, over common areas in the Building. 3. DEFINITIONS For the purpose of this Lease: "Building" means the structure located at and situated on the real property legally described on Exhibit A, including any area servicing the same such as adjoining access areas, or other public or common areas, as now or hereafter constructed. "Operating Cost" (sometimes herein referred to as "Actual Operating Cost") shall mean and include all expenses and costs (excluding, however, depreciation and payments of principal or interest acmes cc..wk banceiporekm 2 on any mortgage or other encumbrance related to any financing by Landlord of the Premises or the Building) which Landlord or Landlord's manager shall pay or become obligated to pay or incur because of or in connection with the ownership, maintenance, management and operation of the Building, including but not limited to the cost of "Energy", "Services and Utilities", "Improvements" and "Taxes" (each of which is defined below). Operating Costs are based upon 95% building occupancy or actual occupancy, whichever is less. "Cost of Services and Utilities" shall mean all expenses paid or incurred by Landlord for: (i) wages, salaries, and related expenses (including employment taxes and reasonable fringe benefits) of all employees engaged in the operation and maintenance and security of the Building, incurred by Landlord; Cu) Building; () all supplies and materials used in the operation and maintenance of the all utilities, including, without limitation, water, sewer, and garbage; (iv) all costs of heating, lighting, air conditioning, and ventilating the Building, which are not included in "Costs of Energy" as defined herein; (v) management costs and the cost of maintenance and service agreements for the Building and the equipment therein, including, without limitation, alarm service, window cleaning, and elevator, (vi) accountants; accounting costs, including the costs of audits by certified public (vii) the costs of all insurance, including but not limited to, fire, casualty, and liability insurance applicable to the Building, the Tenant Improvements, and Landlord's personal property used in connection therewith; (viii) the cost of all repairs, replacements, and general maintenance (excluding repairs and general maintenance paid by proceeds of insurance or by Tenant or other third parties), including permit and inspection fees; (ix) all common area maintenance costs related to public areas of the Building, including sidewalks, landscaping and service areas; and, (x) the fair market cost of any equipment leased or rented in connection with the management or operation of the B -ding; O4/28/05 offiee.blk rainier boneorperation 3 (xi) the cost of services and utilities shall exclude the following annual expenses: the cost of any work or service performed or rendered exclusively for any tenant including tenant and the cost of making installation or alteration to the building which under generally accepted accounting practices are normally classified as capital expenditures. *brokerage commission or other fees and cost incurred in procuring tenants. *advertising expenses *the cost correcting structural defects in the construction of the building *maintenance and repair of capital items not part of the building *the cost of any items for which Landlord is reimbursed by insurance, condemnation, refunds, rebates or otherwise *any expenses for repairs or maintenance which are covered by warranties, guarantees, and service contracts excluding mandatory deductibles. "Cost of Improvements" shall mean all the cost, including reasonable interest charges thereon, of capital expenditures made for repairs, replacements or improvements to the Building or purchase of equipment which will be amortized over the expected life thereof and that are required by any governmental authority or insurance carrier or that will improve the operating efficiency of the Building or reduce the cost of operating or maintaining the Building. "Cost of Energy" shall mean all expenses incurred Landlord in operation and maintenance of the Building for electricity, including any surcharges imposed, and all expenses for gas or other energy fuels and heat sources; "Cost of Taxes" shall mean the following taxes, charges, and assessments payable during or with respect to the lease term: All taxes on real property and personal property, including all improvements, which have not been paid by tenants directly to the taxing authority; all charges and special or general assessments Levied with respect to the Land, the Building, any improvements, fixtures and equipment, and all other property of Landlord, real or personal, used directly in the operation of the Building and Iocated in or on the Building; and all taxes levied or assessed in addition to or in lieu of, in whole or in part, such real property or personal property taxes, or any other tax upon leasing of the Building or rents collected, but not including any federal or state income tax or franchise tax "Estimated Operating Cost" means, for any particular Calendar Year, the Landlord's estimate of the Operating Cost for the Building for such Calendar Year, computed prior to the start of such Calendar Year. 0428/05 offic..bik rainier bancorporadon 4 "Actual Operating Costs" shall mean the actual Operating Costs paid or incurred by Landlord during any Calendar Year of the term hereof. "Calendar Year" means the twelve-month period beginning January 1 and ending December 31. "Estimated Operating Costs Allocable to the Premises" shall mean Landlord's estimate of Actual Operating Costs Allocable to the Premises for the next succeeding Calendar Year, to be given by Landlord to Tenant pursuant to Article 7.3 below. "Actual Operating Costs Allocable to the Premises" shall mean the Tenant's share of the Actual Operating Costs, and shall be determined by multiplying the Actual Operating Costs of Landlord times Tenant's Percentage of the total Rentable Square Footage of the Building described in Article 1.3. "Operating Cost of Adjustment" means the difference between the "Estimated Operating Cost" and the "Actual Operating Cost" determined according to the provisions of Article 7, herein. "Premises" means the premises leased by Tenant pursuant to this Lease, generally shown on Exhibit B, and referred to in Article 1.2, above. "Rentable Area of the Premises" means the total square footage stated in Article 1.3, above. Unless another measurement method or standard has been identified by Landlord, the determination of said area was based on the measurement standard known as the America National Standard, Z65.1- 1980 Method for Measuring Floor Space in Office Buildings (revision of ANSI Z65.1-1972) as revised by BOMA International in 1980. The good faith determination of the square footage of the Premises as set forth in Article 1.3, above, shall be conclusive as between Landlord and Tenant. "Rentable Area of the Building" means and shall be approximately 31,886 square feet. "Tenant Improvements" shall mean all alterations, improvements and additions to the Premises whether performed by or paid for by Landlord or Tenant but excluding Tenant's personal property and removable trade fixtures. 4. SECURITY DEPOSIT As security for the full and faithful performance of every term, covenant and condition of this Lease to be performed by Tenant, Tenant has paid to Landlord the Security Deposit specified in Article 1.5, receipt of which is acknowledged. If Tenant defaults with respect to any provisions of this Lease, including, but not limited to, the provisions relating to the payment of rent and any of the monetary sums due herewith, Landlord may (but shall not be required to) apply all or any part of this Security Deposit to any such payment or sums due herewith and use, apply, or keep all or any part of this Security Deposit for the payment of any amount which Landlord may expend or become obligated to expend by reason of Tenant's default. If any portion of said Deposit is so used or applied, Tenant shall, 04/28/95 office.bik rainier bancorporation 5 within ten (10) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount . If, twice within any twelve-month period during the term of this Lease, late charges shall be assessed against Tenant pursuant to Article 6, herein, Landlord may, by written notice to Tenant, require Tenant to pay Landlord as Rent an additional Security Deposit equal to one month's payment of the Annual Minimum Rent and such payment shall be deposited within five (5) days after Landlord's written notice and the requirement for this additional Security Deposit shall continue during the term of this Lease. Landlord shall not be required to keep any Security Deposit separate from its general funds and Tenant shall not be entitled to interest on such Deposit. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, the Security Deposit or any balance thereof shall be retumed to Tenant (or, at Landlord's option, to the last assignee of Tenant's interest hereunder) within sixty (60) days after the later of the expiration of the Lease term and the date Tenant vacates the Premises. In the event of termination of Landlord's interest in this Lease, Landlord shall transfer said Deposit to Landlord's successor in interest, whereupon Tenant agrees to release Landlord from all liability for the retum of such Deposit or the accounting thereof. 5. RENT PAYMENT Tenant shall pay Landlord without notice the Rent stated in Article 1.7 hereof and' Additional Rent as provided in Article 7, and any other additional payments due under this Lease without deduction, abatement or offset in lawful money of the United States, at Landlord's Notice Address set forth herein, or to such other party or at such other place as Landlord may hereafter from time to time designate in writing. Rent shall be paid as follows: The Annual Minimum Rent specified in Article 1.7, above, as such may be increased pursuant to the terms of this Lease, shall be paid in twelve (12) equal monthly installments, each of which shall be paid in advance on or before the first day of each month, provided that Minimum Rent for the first month, or any prorated portion thereof as described below, shall be paid on or before the Commencement Date. Amounts due for any partial month at the beginning or end of the Lease term shall be prorated. The Estimated Operating Costs shall be paid in twelve (12) monthly installments, each of which shall be paid in advance on or before the first date of each month; Any adjustments to the Estimated Operating Costs made during any calendar year, as provided in Article 7.4 below, shall be amortized on the basis of twelve (12) equal monthly installments, which shall be paid at the rate of one per month starting with the first day of the month following the month in which notice of any such adjustment is given; or the second month following such adjustments if such adjustments are made on or following the 15th of any month; Final Adjustments to the Estimated Operating Costs made to the account for the Actual Operating Costs shall be paid, or credited, as provided in Article 7.5 below. 0412E195 offiee.blk rainier baneorporaeon 6 Tenant shall pay Landlord a $20.00 fee for any payment of Rent or Additional Rent which is returned due to insufficient funds. If twice during the term of this Lease, any payments of Rent or Additional Rent are returned due to insufficient funds, all subsequent payments of Rent and Additional Rent by Tenant shall be by a cashier's check drawn on a commercial bank. 6. LATE CHARGE If any rent and other sums payable hereunder by Tenant are not paid within ten (10) days after any such rent or other sum becomes due, a late charge of five percent (5%) of the amount due and not paid or Fifty Dollars ($50.00), whichever is greater, shall be payable by the Tenant as a special handling charge. If any rent or other sums payable hereunder by Tenant is not paid within thirty (30) days of its due date, then in addition to the above stated late charge, Tenant shall pay Landlord interest on equal to the lesser of (a) twelve percent (12%), or (b) the highest rate permitted by law. Unless otherwise stated in this Lease, all payments are due in advance, on the first day of each month during the term of this Lease. 7. ADDITIONAL RENT 7.1 Tenant's Obligation to Pay Additional Rent. In addition to the Rent provided in Article 1.7 of this Lease, Tenant shall pay to Landlord the Actual Operating Costs Allocable to the Premises as "Additional Rent". 7.2 Credit to Tenant for Operating Costs. Tenant shall receive a credit against the Actual Operating Costs Allocable to the Premises, each year during the Lease Term, in an amount equal to actual costs, per rentable square foot of the Premises (to be proportionately reduced for the last year of the Lease Tenn, if it is less than a Calendar Year). 7.3 Estimated Operating Costs Allocable to the Premises. After the start of each Calendar Year after 1995, during the term hereof; Landlord shall furnish Tenant a written statement of the Estimated Operating Costs Allocable to the Premises for such Calendar Year. Said amount shall be Additional Rent payable by Tenant as provided in Article 5 for each month during such Calendar Year. 7.4 Adjustment to Estimated Operating Costs During Calendar Year. If at any time or times during a Calendar Year, it appears to Landlord that the Actual Operating Costs Allocable to the Premises will vary from Landlord's estimate by more than five percent (5%) on an annual basis, Landlord may, by written notice to Tenant, revise its estimate for such Calendar Year and the Additional Rent payment by Tenant for the remainder of such Calendar Year (starting with the Additional Rent due for the month following the month in which Landlord notifies Tenant of such revised estimate) shall be based on such revised estimate. 7.5 Actual Operating Costs. After the close of each Calendar Year during the term hereof for which an estimated statement was delivered to Tenant pursuant to Article 7.3, Landlord shall deliver to Tenant a written statement setting forth the Actual Operating Costs Allocable to the 04/26/95 offru.blk rainier baneorporaation 7 Premises during the preceding Calendar Year. If such costs for any Calendar Year exceed the Estimated Operating Costs Allocable to the Premises paid by Tenant to Landlord pursuant to Article 7.3, Tenant shall pay the amount of such excess to Landlord as added Additional Rent within thirty (30) days after receipt of such statement by Tenant If such statement shows such costs to be less than the amount paid by Tenant to Landlord pursuant to Article 7.3, then the amount of such overpayment by Tenant shall be credited by Landlord to the next immediate Rent payable by Tenant The failure of Landlord to make written demand for payment of any such costs within any particular period of time shall not be deemed a waiver by Landlord of its right of payment of such and shall not relieve Tenant of its duty to pay the same. Tenant shall have the right to audit Landlord's records for the building and if there is a discrepancy greater than five percent (5%), the Landlord and Tenant shall negotiate a resolution. However, if Tenant and Landlord cannot agree, they agree to submit the matter to arbitration. 7.6 Determinations. The determination of Actual Operating Costs and Estimated Operating Costs Allocable to the Premises shall be made by Landlord per general accepted accounting principals for the operation of office buildings. 7.7 Beginning of Term. If this Lease shall begin on a day other than the first day of a Calendar Year, the amount of any adjustment between Estimated and Actual Cost Allocable to the Premises with respect to the Calendar Year in which such commencement occurs, shall be prorated on the basis which the number of days from the commencement of this lease to the end of the Calendar Year bears to three hundred sixty-five (365); and any amount payable by Landlord to Tenant or Tenant to Landlord with respect to such adjustment shall be payable within thirty (30) days after delivery by Landlord to Tenant of the statement of Actual Costs Allocable to the Premises with respect to such Calendar Year. 7.8 End of Term If this Lease cha11 end on a day other than the last day of a Calendar Year, the amount of any adjustment between Estimated and Actual Cost Allocable to the Premises with respect to the Calendar Year in which such termination occurs, shall be prorated on the basis which the number of days from the start of such Calendar Year to and including the termination date bears to three hundred sixty-five (365); and any amount payable by Landlord to Tenant or Tenant to Landlord with respect to such adjustment shall be payable within thirty (30) days after delivery by Landlord to Tenant of the statement of Actual Costs Allocable to the Premises with respect to such Calendar Year. 7.9 Minimum Annual Rent. Notwithstanding anything to the contrary in this Article 7, the Rent payable by Tenant shall in no event to be less than the Minimum Annual Rent specified in Article 1.7 of this Lease. 7.10 Nonpayment of Additional Rent. In the event of nonpayment of Additional Rent hereunder, Landlord shall have the same rights with respect to such nonpayment as it has with respect to any other nonpayment of Rent hereunder. 04/26185 offic..blk rainier bancorporation 8 7.11 Personal Property Taxes. In addition to any Additional Rent Payable by Tenant, Tenant shall pay, prior to delinquency, all Personal Property Taxes payable with respect to all property of Tenant located on the Premises or the Building and promptly upon request of Landlord shall provide written proof of such payment. "Personal Property Taxes" shall include all property taxes assessed against personal property and trade fixtures placed by Tenant in the Premises, whether assessed as real or personal property. If any such taxes are levied against Landlord or Landlord's property and if Landlord elects to pay the same or if the assessed value of Landlord's property is increased by inclusion of personal property and trade fixtures placed by Tenant in the Premises and Landlord elects to pay the taxes based on such increase, Tenant shall pay to Landlord upon demand that part of such taxes for which Tenant is primarily liable hereunder. 8. COMMENCEMENT AND EXPIRATION DATES 8.1 commence on: Commencement and Expiration Dates. The term of this lease ("Lease Term") shall 8.1.1 The date specified in Article 1.4.1; or Exhibit D - Memorandum of Commencement Date 8.1.2 If the Tenant shall occupy the Premises for Permitted Uses prior to the date specified in Article 1.4.1, the date of such occupancy; or 8.1.3 Such later date upon which the Premises, together with the common facilities for access and service thereto, shall be completed. The Lease Term shall expire on the Expiration Date specified in Article 1.4.2. 8.2 Confirmation of Commencement Date. When a commencement date has been established as an earlier or later date than the date stated in Article 1.4.1, Landlord shall confirm the same to Tenant in writing, per Exhibit D of this Lease. 8.3 Tenant Obligations. If completion of the Premises is delayed due to the failure of Tenant to fulfill any obligation under this Lease or any exhibit hereto, including without limitation Tenant's failure to comply with the plan delivery dates described in Exhibit C, the Lease shall be deemed to have commenced upon the date when the Premises would have been completed but for such delay by Tenant. 8.4 Tenant Termination Rights. If for any reason, other than Tenant's failure to fulfill any of its obligations hereunder or delays caused by Tenant, the Lease Term shall not commence within six (6) months after the date specified in Article 1.4.1., Tenant may terminate this Lease by written notice to Landlord within thirty (30) days after the end of said six month period; provided, however, that such six month period shall be extended for delays due to causes beyond the reasonable control of Landlord. In the event of termination pursuant to this Article 8.4, Landlord shall return any monies 04/26/95 ofiee.blk rainier baeworporation 9 previously deposited by Tenant, and the parties shall have no further rights or obligations hereunder. Termination under this Article 8.4 shall be Tenant's sole remedy. Landlord shall not be liable or responsible for any claims, damages or liabilities in connection with any delay in the Commencement Date, or any termination of this Lease as a result thereof. 9. ACCEPTANCE OF PREMISES 9.1 Premises Not Completed. If this lease shall be entered into before the completion of Tenant Improvements in the Premises to be performed by Landlord, the acceptance of the Premises by Tenant shall be deferred until such Tenant Improvements have been substantially completed and Landlord shall have afforded Tenant an opportunity to make such inspection as Tenant deems appropriate, provided the inspection is made within five (5) days of the date Landlord contacts Tenant to advise Tenant of the readiness of the Premises for inspection. Except as otherwise specified by Tenant, in writing, to Landlord within the five (5) day period following the five (5) day inspection period, Tenant shall be deemed to have accepted the Premises in their condition. If as a result of such inspection, Tenant discovers minor deviations or variations from the plans and specifications for Tenant's improvements of a nature commonly found on a "punchlist" (as that term is used in the construction industry), Tenant shall promptly notify Landlord of such deviations. The existence of such punchlist items shall not postpone the Commencement Date of this Lease nor the obligation of Tenant to pay Rent. As it relates to Suite 204, obligation of Tenant to pay rent is dependent on the space being operational. 9.2 Premises Completed. If the Premises are completed as of the date of execution hereo then Tenant, by execution of this Lease, shall be deemed to have accepted the Premises in the condition existing as of the date of execution and in any event this Lease shall be subject to all applicable zoning ordinances and to any municipal, county and state laws and regulations governing and regulating the use of the Premises. Tenant acknowledges that neither Landlord nor Landlord's agent has made any representation or warranty about the suitability of the Premises for the conduct of Tenant's business. 10. ALTERATIONS, ADDITIONS, IMPROVEMENTS BY TENANT Tenant agrees not to permit the Premises to be used for any purpose other than stated in Article 1.6, or to make or allow to be made any alterations, additions or improvements in or about the Premises without first obtaining the written consent of Landlord and, where appropriate, in accordance with plans and specifications approved by Landlord, which consent shall not be unreasonably withheld. Tenant shall reimburse Landlord for any reasonable sums expended for professional services required for examination and approval of such plans and specifications and direct costs reasonably incurred during any inspection or supervision of any alterations, additions or improvements. All such alterations, additions or improvements, when made to the Premises, shall at once become the property of Landlord and shall be surrendered to Landlord at the end of this Lease by lapse of time or otherwise; provided, however, this clause shall not apply to moveable equipment or furniture owned by Tenant 01!28!85 olfie&blk rainier bancorporat on 10 11. CARE OF PREMISES Landlord shall perform all normal maintenance and repairs to the Premises which Landlord reasonably determines necessary to maintain the Premises and the Building as further set forth in Article 23; provided that Landlord shall not be required to maintain or repair any personal property of Tenant or any appliances (such as water heaters, refrigerators and the like) which are part of the Premises. Tenant shall take good care of the Premises Subject to the provisions of Article 27, if Tenant or Tenant's agents, employees, invitees or visitors shall cause any damage or injury to the Building, not attributable to normal wear and use including but not limited to the Premises, then Landlord may make the necessary repairs or replacements, and Tenant shall repay all costs thereof to the Landlord on demand 12. MECHANICS' LIENS Tenant will not permit any mechanics', laborers' or materialmen's liens to stand against the Premises or the Building for any labor or material furnished to or on account of Tenant or claimed to have been furnished in connection with any work performed or claimed to have been performed in, on or about the Premises, and Tenant shall indemnify and hold Landlord harmless from any such lien. 13. SURRENDER OF PREMISES Upon the expiration or termination of this Lease, Tenant shall, at its expense: (i) remove Tenant's goods and effects and those of all persons claiming under Tenant, including but not limited to all trade fixtures, appliances and equipment which do not become a part of the Premises and alterations made by Tenant without the approval of Landlord which Landlord designates to be removed, (provided that this provision shall not be deemed a waiver of Tenant's obligation to obtain Landlord's approval before beginning any alteration of the Premises), and shall restore the Premises to the condition they were in before the installation of said items; (ii) quit and deliver up the Premises to Landlord peaceably and quietly in as good order and condition as the same were in on the Lease Commencement date, or were thereafter placed by Landlord's request, and restore the Premises to general office standards in existence at the date of execution of this Lease for general application throughout the Building, ordinary wear and tear excepted. Any property left in the Premises after expiration or termination of this Lease shall be deemed to have been abandoned by Tenant, shall become the property of Landlord, and may be disposed of by Landlord as Landlord deems expedient. Tenant's obligation to perform this covenant shall survive the expiration or termination of this Lease. 14. USES 14.1 Use. The Premises are to be used only for general office purposes ("Permitted Uses"), and for no other business or purpose without the prior written consent of Landlord, which consent may be withheld for reasons within Landlord's sole discretion including, without limitation, a determination by Landlord that any proposed use is inconsistent with or detrimental to the maintenance and operation of the Building or is inconsistent with any restriction on use of the Premises, the Building O4R6/95 office.blk ainiar bucorpo ation 11 or the land upon which the Building is located contained in any lease, mortgage or other agreement or instrument by which the Landlord is bound or to which any of such property is subject. Tenant agrees not to occupy or use, or permit any portion of the Premises to be used, for any purpose which is unlawful, disreputable, or deemed to be ha ardous on account of fire, or permit anything to be done in or about the Premises which would, directly or indirectly, in any way cause the cancellation of insurance coverage on the Building, the Premises or their contents or Landlord or Tenant's liability insurance. If Tenant's activities or the activities of third parties related to Tenant's activities on the Premises (irrespective of Tenant's conduct or compliance with the terms of this Lease) result in an increase in the rate of such insurance, Landlord may charge Tenant the cost of any such additional insurance. Tenant's activities, or the activities of third parties as described in the foregoing sentence which cause the cancellation of such additional insurance as provided in the foregoing sentence, will be deemed a default by Tenant, and Landlord shall be entitled to exercise its remedies pursuant to Article 30. 14.2 Compliance. Tenant agrees to comply with all laws, ordinances, orders, rules and regulations (state, federal, municipal, or promulgated by other agencies or bodies having any jurisdiction thereof) relating to the use, condition or occupancy of the Premises. 14.3 Disruption. Tenant shall not, without the written consent of Landlord, use any apparatus, machinery or device in or about the Premises or engage in any activity which will cause any substantial noise, fumes or vibration or any increase in the normal use of electric power. If Landlord and Tenant have agreed to the use by Tenant of any such type of equipment, said equipment shall be identified in an addendum attached to this Lease. 14.4 Other Tenants. If any of Tenant's office machines and equipment or any of Tenant's activities should disturb the quiet enjoyment of any other Tenant in the Building, then Tenant shall provide adequate insulation, or take such other action as may be necessary to eliminate the disturbance. 14.5 Prohibited Acts. Tenant shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants or occupants of any portion of the Building, or injure or annoy them; nor shall Tenant cause, maintain or permit any nuisance in, on or about the Building. Tenant shall not commit or suffer to be committed any waste in or upon the Premises or the Building. There shall be no deliveries to the Premises which cause damage to the Premises or Building or unreasonably interfere with the rights of other tenants or occupants of any portion of the Building. 14.6 Rules and Regulations. Tenant shall comply with and observe such reasonable rules and regulations as put forth in Exhibit C and as may be adopted and published by Landlord for the safety, care and cleanliness of the Premises or the Building, or the surrounding property, and for the preservation of good order therein and thereon, including but not limited to any rules and regulations attached to this Lease all of which will be sent by Landlord to Tenant in writing and shall be thereafter carried out and observed by Tenant. 04/28/95 offce.blk Mkria bancorporatlon 12 14.7 Hazardous Substances. Without Landlord's prior written consent, Tenant shall not receive, store or otherwise handle any product, material or merchandise on the Premises which is a Hazardous Substance. With respect to the release of any Hazardous Substances on or about the Premises occurring on or after the Commencement Date of this Lease which violates the provisions of or necessitates any removal, treatment or other remedial action under any past, present, or future federal, state or local statute or ordinance or any regulation, directive, or requirement of any governmental authority with jurisdiction relating to protection of the environment, Tenant agrees to defend, indemnify, and hold harmless Landlord, its employees, agents, and contractors, from and against any and all losses, claims, liabilities, damages, demands, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting therefrom The provisions of this Article 14.7 shall survive the termination or expiration of this Lease and the surrender of the Premises by Tenant or until replacement tenant takes occupancy. As used herein, the term "Hazardous Substance" means any ha7-ardous, toxic, or dangerous substance, waste or material which is or becomes regulated under any federal, state or local statute, ordinance, rule, regulation or other law, now or hereafter in effect, pertaining to environmental protection, contamination or cleanup, including without limitation, any substance, waste or material which now or hereafter is designated as a "Hazardous Substance" under the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA", 42 U.S.C. §§ 9601 et. seq.) or under the Washington Model Toxics Control Act. 15. LANDLORD'S RIGHT OF ENTRY Tenant agrees to permit Landlord, or its agents or representatives, to enter into and upon any part of the Premises at all reasonable hours to inspect the same, clean, make repairs, alterations or additions thereto, or exhibit the Premises to prospective tenants, purchasers or others, or for such other reasonable purposes as Landlord may deem necessary or desirable; and Tenant shall not be entitled to any abatement or reduction of Rent, Additional Rent or any other sums due under this Lease by reason thereof provided that any entry for the purpose of conducting substantial building improvements shall be coordinated with Tenant in order to minimize interruption to Tenant's business and operation. Further provided, any entry into space occupied for the purpose of police operations shall require accompaniment by Tenant after suitable notice. Landlord has the right to enter upon the Premises at any time in case of emergency. In addition to routine closures during evenings, weekends and holidays, when reasonably necessary Landlord may temporarily close entrances, doors, corridors, elevators or other facilities without liability to Tenant by reason of such closure and without such action by Landlord being construed as an eviction of Tenant or release of Tenant from the duty of observing and performing any of the provisions of this Lease. In the event that access to Tenant's premises is closed for more than seventy-two (72) hours, Landlord shall abate rent accordingly. 16. NUISANCE Tenant agrees to conduct its business and control its agents, employees, invitees and visitors so as not to create any nuisance, or interfere with, or annoy or disrupt any other tenant or Landlord in its operation of the Building. Tenant agrees that no overshoes, rubbers or mats or objects of any sort will 04/26/95 oil5oa.b& ainior bona:natation 13 be placed in the elevator, lobbies, corridors or other public areas by Tenant or its agents, employees, invitees and visitors. 17. ASSIGNMENT AND SUBLETTING 17.1 Landlord's Consent. Tenant shall not assign or in any manner transfer this Lease or any interest therein nor sublet the Premises or any part or parts thereof nor permit occupancy by anyone without the prior written consent of Landlord which consent shall not be unreasonably withheld. In aid of Landlord's determination whether to consent to any assignment, transfer or subletting, but without limiting reasons for which such consent may be withheld, Tenant, at Landlord's request, shall submit in writing to Landlord: (i) the name and legal composition of the proposed subtenant, assignee or transferee and the nature of the transaction contemplated and purposes of it; (ii) the nature of the proposed subtenant's, assignee's or transferee's business to be carried on in the Premises; (iii) the terms and provisions of the proposed sublease, assignment or transfer, and (iv) current financial statements of the proposed subtenant, assignee or transferee and such other reasonable financial information as Landlord may request concerning the proposed transaction and the proposed subtenant, assignee or transferee. Tenant shall provide Landlord with copies of all assignments, subleases and assumption instruments. Consent by Landlord to one or more assignments, sublettings, or transfers of the Premises shall not operate as a waiver of Landlord's rights under this Article. No assignment, subletting, or transfer shall relieve Tenant of any of its obligations or liabilities under this Lease or be construed or taken as a waiver of any of Landlord's rights hereunder. The acceptance of rent from someone other than Tenant shall not be deemed to be a waiver of any of the provisions of this Lease or consent to any assignment or subletting of the Premises Landlord shall have the right to terminate this Lease if Tenant fails to comply with the terms of this Article. 17.2 Landlord's Termination Right. In lieu of granting consent to any proposed assignment, sublease or transfer, Landlord reserves the right to terminate this Lease or, in the case of subletting of less than all the Premises, to terminate this Lease with respect to such portion of the Premises, as of the proposed effective date of such subletting, assignment or transfer, in which event Landlord may enter into the relationship of landlord and tenant with such proposed assignee, sublessee or transferee, based upon the Rent and other compensation and terms agreed to by such assignee, sublessee or transferee and otherwise on the terms and conditions of this Lease. 17.3 Change in Tenant's Composition. Any transfer of Tenant's interest in this Lease or in the Premises by merger, consolidation or liquidation, or any change in the ownership of or power to vote, fifty percent (50%) or more of its outstanding voting stock or fifty percent (50%) or more of any ownership or partnership interests shall constitute an assignment for the purpose of this Article 17. 17.4 Obligations. As a condition to Landlord's approval, any potential assignee, sublessee or transferee shalt assume in writing all obligations, or in case of a sublease of less than the entire Premises all obligations with respect to the portion of the Premises subleased to such sublessee, 04/28/95 office.blk rainier baneorporation 14 and shall be jointly and severally liable with Tenant for rental and other payments and performance of all terms, covenants, and conditions of this Lease with respect to the Premises or the portion subleased to a sublessee of less than the entire Premises 17.5 Prohibited Transfers. To the fullest extent permitted by law, neither this Lease nor any interest herein shall pass to any trustee in bankruptcy, receiver appointed for Tenant or its property, or any assignee for the benefit of creditors of tenant, or by operation of the law. This lease shall terminate automatically upon the happening of any of said events, unless Landlord, in writing, specifically elects to continue this Lease. 18. SUBORDINATION TO MORTGAGE Tenant covenants and agrees that this Lease is subject and subordinate to any mortgage or deed of trust which may now or hereafter encumber the Building or the Premises, created by or at the instance of Landlord, and to all renewals, modifications, consolidations, replacements and extensions thereof. This clause shall be self -operative and nor further instrument of subordination need be requested by any mortgagee. In confirmation of such subordination, however, Tenant shall at Landlord's request execute promptly any appropriate certificate, instrument or document for and on behalf of Tenant. In the event of the enforcement by the trustee, mortgagee or the beneficiary under any such mortgage or deed of trust, Tenant will, upon request of any person or parties succeeding to the interest of Landlord as a result of such enforcement, automatically become the Tenant of such successor interest without change in the terms of other provisions of this Lease. Tenant shall execute and deliver any instrument or instruments confirming the attomment herein provided for. 19. ESTOPPEL CER11tICATE Al Landlord's request, Tenant will execute and deliver either an estoppel certificate addressed to any mortgagee, assignee, or transferee of Landlord; or any other agreement as to information required by such mortgagee, assignee or transferee and agreeing to such notice provisions and other matters as any mortgagee, assignee or transferee may reasonably require in connection with Landlord's financing, or the mortgage transaction, assignment or transfer. If Tenant shall fail to respond within ten (10) days of receipt by Tenant of a written request by Landlord as herein provided, Tenant shall be deemed to have given such estoppel certificate as above provided without modification, and shall be deemed to have admitted the accuracy of any information supplied by Landlord to any such mortgagee, assignee or transferee that this Lease is in full force and effect; that there are no uncured defaults in Landlord's performance under this Lease; and that no more than one month's rental has been paid in advance. In addition, if Tenant shall refuse to execute and deliver any such certificate or agreement, Tenant hereby irrevocably constitutes and appoints Landlord the Tenant's attorney-in-fact to execute and deliver any such certificate or agreement for and on behalf of Tenant, and any such mortgagee, assignee or transferee of Landlord shall be entitled to rely upon any such certificate or agreement. 04/26/95 o fice.blk rainier bancorpora0on 15 20. SIGNS AND GRAPHICS Except with the prior written consent of Landlord, Tenant shall not display, or permit the display of any lettering, sign, advertisement, notice or object and permit no such display on the windows or doors, or on the outside of the perimeter walls of the Premises, or so as to be visible through the windows, glass walls or exterior doors of the Premises. Any such consent by Landlord shall be upon the understanding and condition that Tenant shall remove the same at the expiration or sooner termination of this Lease and Tenant shall repair any damage to the Premises or Building caused thereby. Any sign or object not approved by the Landlord may be removed by it and the cost of such removal and the restoration of the Premises resulting therefrom shall be paid by Tenant on demand by Landlord. 21. TENANT INSURANCE Tenant agrees throughout the term of this Lease and any renewal thereof to procure and maintain, at its own expense, a policy or policies of comprehensive liability insurance, insuring Landlord and Tenant from all claims, demands or actions for injury or death or property damage in or about the Premises in amounts which are from time to time reasonably required by Landlord, but not less than One Million Dollars ($1,000,000), for all claims arising as a result of any one occurrence, and not less than Two Million Dollars ($2,000,000)'for all claims arising in a single policy year. The policy shall insure the hazards and operations of independent contractors, contractual liability (covering the indemnity contained in Article 31). Said insurance shall be in a form and with an insurer acceptable to Landlord, shall not be subject to cancellation except after at least thirty (30) days prior written notice to Landlord, and the policy or policies, or duly executed certificate or certificates for the same evidencing Landlord as an additional insured, together with satisfactory evidence of the payment of premium thereon, shall be deposited with Landlord at the commencement of the term, and upon any renewal of said insurance not less than 30 days prior to the expiration of the term, of such coverage. Tenant shall also provide its own fire and extended coverage insurance covering the full replacement value of all Tenant's personal property and removable trade fixtures, without depreciation and co-insurance, and, where applicable, with an agreed amount endorsement. 22. SERVICES AND UTIL11"IES PROVIDED BY LANDLORD Landlord covenants and agrees with Tenant as follows: 22.1 Maintenance. Landlord shall maintain or cause to be maintained in reasonably good order the Premises and the public and common areas of the Building, including lobbies, stairs, elevators, corridors, restrooms, the central heating, ventilation and air conditioning ("HVAC"), water, sewer, fire protection, and mechanical and electrical distribution systems and equipment serving the Building and the structural portions of the Building. Subject to the provisions of Article 32, if any such maintenance or repair is required because of the act or omission of Tenant or any person claiming through Tenant, or any of their respective agents, employees, contractors, or invitees, all costs and expenses incurred by Landlord shall be paid by Tenant on demand by Landlord. Any injury to or 04/26/95 office.bik rainier baneorporation 16 interference with Tenant's business arising from any repairs, maintenance, alteration or improvement in or to any portion of the Building, including the Premises, or in or to the factures, appurtenances and equipment therein shall not be deemed to be an eviction of Tenant or relieve Tenant of any of its obligations hereunder, it being agreed that such repairs, maintenance, alterations and improvements will be accomplished with as little inconvenience to Tenant as possible. The costs of any maintenance of or repairs to the Premises provided or caused to be provided by Landlord which are in addition to the maintenance/ repair services ordinarily provided to tenants in the Building (whether by reason of the quality or quantity of Tenant Improvements or otherwise) shall be repaid by Tenant as Additional Rent upon receipt of billings therefor. 22.2 Other Services and Utilities. 22.2.1 Landlord shall provide lamp replacement service for building standard light fixtures, toilet room supplies, window washing at reasonable intervals, and customary building janitorial service. Tenant agrees to perform all janitorial functions. 22.2.2 From 6:00 a.m. to 9:00 p.m. on weekdays and from 8:00 a.m. to 1:00 p.m. on Saturdays, excluding legal holidays, ("Normal Business Hours") Landlord shall furnish to the Premises HVAC required in Landlord's judgment for the comfortable use and occupancy of the Premises. If requested by Tenant, Landlord shall furnish HVAC at times other than Normal Business Hours and the cost of such services as established by Landlord shall be paid by Tenant as Additional Rent upon receipt of billings therefor. 22.2.3 Landlord shall furnish the Premises with electricity for normal office use, including lighting and operation of low power usage office machines, including personal computers, and water, both in quantities usually furnished or supplied by Landlord to tenants leasing space in the Building. The Building's mechanical system is designed to accommodate heating loads generated by lights and equipment using up to 6 watts per square foot. Before installing lights and equipment in the Premises which in the aggregate exceed such amount or require a voltage other than 120 volts single phase, Tenant shall obtain the written permission of Landlord. Landlord may refuse to grant such permission unless Tenant shall agree to pay the costs of Landlord for installation of supplementary air conditioning or electrical systems as necessitated by such equipment or lights. In addition, Tenant shall in advance, as Additional Rent, on the first day of each month during the Lease term, pay Landlord the reasonable amount estimated by Landlord as the cost of furnishing electricity for the operation of such equipment or lights and the reasonable amount estimated by Landlord as the costs of operating and maintaining supplementary air conditioning units necessitated by Tenant's use of such equipment or lights. Landlord shall be entitled to install and operate at Tenant's cost a monitoring/metering system in the Premises to measure the added demands on electricity and the HVAC systems resulting from such equipment and lights and from Tenant's HVAC requirements during other than Normal Business Hours. Tenant shall comply with Landlord's instruction for the use of drapes, blinds and thermostats in the Building. 0426195 offiee.blk rainier baneorpoation 17 22.2.4 Landlord shall provide such security for the Building as it deems appropriate. During other than Normal Business Hours, Landlord may restrict access to the Building in accordance with the Building's security system. Unless Landlord is grossly negligent, Landlord shall not be liable to Tenant for injury to its agents, employees, customers or invitees, or for losses due to theft or burglary, or for damages done by unauthorized persons in the Building. 22.2.5 Landlord shall provide two keys for the corridor door entering the Premises, and additional keys at a charge by Landlord on an order signed by Tenant. All such keys shall remain the property of Landlord. No additional locks shall be allowed on any door of the Premises without Landlord's written permission, and Tenant shall not make, or permit to be made, any duplicate keys, except those furnished by Landlord. Upon termination of this Lease, Tenant shall surrender to Landlord all keys to the Premises. 22.2.6 Except as otherwise provided herein, if Tenant desires any of the aforementioned services (or items) in amounts in excess of those deemed by Landlord to be building standard and if Landlord chooses to provide such additional quantities, Tenant shall pay to Landlord as Additional Rent hereunder, the cost of providing such additional services (or items), upon receipt of billings therefor. 22.2.7 Unless Landlord is grossly ne gent, Landlord shall not be liable for any loss, injury or damage to any person or property y or indirectly caused by or resulting from any variation (including without limitation power surges), interruption, failure of (or failure to provide) such services or utilities, whether or not such interruption or failure results from matters within Landlord's control. No interruption or failure of such services or utilities incident to the making of repairs, alterations, or improvements, or due to accident, strike or conditions or events beyond Landlord's reasonable control shall be deemed an eviction of Tenant or relieve Tenant from any of Tenant's obligations hereunder or give Tenant the right to terminate this Lease. 22.2.8 Landlord's obligations as set forth in this Article 23 shall continue so long as Tenant is not in default of any of its obligations under this Lease. 23. QUIET ENJOYMENT Landlord covenants that Tenant shall, and may peacefully have, hold and enjoy the Premises, subject to the provisions of this Lease, if Tenant pays the rental herein recited and performs all of Tenant's covenants and agreements herein contained. It is understood and agreed that this covenant and any and all other covenants of Landlord contained in this Lease shall be binding upon Landlord and its successors or assigns only with respect to breaches occurring during its and their respective ownerships of the Landlord's interest hereunder. 0428195 ofice.blk rainier bancorporation 18 24. ASSIGNMENT BY LANDLORD Landlord shall have the right to sell, convey, transfer and assign, in whole or in part, all its rights and obligations hereunder and in such event, no further liability or obligations shall thereafter accrue against Landlord hereunder. Tenant agrees to attom to such transferee. 25. CONDEMNATION 25.1 Entire Taking. If all of the Premises or such portions of the Building as may be required for the reasonable use of the Premises are taken by eminent domain, this Lease shall auto - automatically terminate as of the date title vests in the condemning authority. In the event of a taking of a material part of but less than all of the Building, where Landlord shall determine that the remaining portions of the building cannot be economically and effectively used by it (whether on account of physical, economic, aesthetic or other reasons) or where Landlord determines the Building should be restored in such a way as to materially alter the Premises, Landlord shall forward a written notice to Tenant of such determination not more than sixty (60) days after the date of taking The term of this Lease shall expire upon such date as Landlord shall specify in such notice. 25.2 Partial Taking. Subject to the provisions of the preceding Section 26.1, in case of taking of a part of the Premises, or a portion of the Building not required for the reasonable use of the Premises, then this Lease shall continue in full force and effect and the Rent shall be equitably reduced based on the proportion by which the floor area of the Premises is reduced, such Rent reduction to be effective as of the date title to such portion vests in the condemning authority. However, if a portion of the Premises shall be so taken which renders the remainder of the Premises unsuitable for continued occupancy by Tenant under this Lease, Landlord may terminate this Lease by written notice to Tenant no later than sixty (60) days after the date of such taking and the term of this Lease shall expire upon such date as Landlord shall specify in such notice not later than sixty (60) days after the date of such notice. 25.3 Awards and Damages. Landlord reserves all rights to damages to the Premises for any partial, constructive, or entire taking by eminent domain, and Tenant hereby assigns to Landlord any right Tenant may have to such damages or award. Tenant shall make no claim against Landlord or the condemning authority for damages for termination of the leasehold interest or interference with Tenant's business. Tenant shall have the right, however, to claim and recover from the condemning authority compensation for any loss to which Tenant may be put for Tenant's moving expenses, business interruption or taking of Tenant's personal property and leasehold improvements paid for by Tenant (not including Tenant's leasehold interest) provided that such damages may be claimed only if they are awarded separately in the eminent domain proceedings and not out of or as part of the damages recoverable by Landlord. 04/26/95 office.bik rainier benooryaation 19 26. DAMAGE TO BUILDING If the Building or Premises are damaged to such an extent as to make the same untenantable in whole or in a substantial part thereof, or are destroyed, or if insurance proceeds sufficient to pay the costs of repair are for any reason unavailable, it shall be optional with the Landlord to repair or rebuild the same. Promptly after the happening of any such contingency, the Tenant shall give Landlord written notice thereof. Landlord shall within ninety (90) days after date of such damage notify the Tenant in writing of Landlord's intention to repair or rebuild the Building or Premises. If Landlord chooses to do so, Landlord shall prosecute the work of such repairing or rebuilding without unnecessary delay, subject to delay beyond Landlord's reasonable control, and during such period the rent for the Premises shall be abated in the same ratio that the portion of the Premises rendered for the time being unfit for occupancy (if any) bears to the whole of the leased Premises; provided, however, in the event such damage resulted from, or was contributed to, directly or indirectly, by the act, fault or neglect of Tenant, Tenant's officers, con- tractors, agents, employees, clients, customers, or licensees, rent shall abate only to the extent Landlord receives proceeds from any rental income insurance policy to compensate Landlord for loss of rent hereunder. In the alternative, Landlord may give notice of its election to terminate this Lease. It after the expiration of said ninety (90) day period, Landlord shall fail to give either of said notices within ten (10) days after written request by Tenant for an election by Landlord, Tenant shall have the right to declare this Lease terminated by written notice upon the Landlord. If Premises are damaged or destroyed, and Landlord chooses to repair and reconstruct the Premises as provided above, then the term of this Lease shall, at Landlord's election, be extended for the time required to complete such repair and reconstruction. Landlord shall not be responsible to the Tenant for damage to, or destruction of Tenant's personal property and removable trade fixtures including, without limitation, Tenant's fumiture, furnishings and equipment, in, on or about the Premises, except when due to gross negligence on the part of the Landlord, of damage or destruction, except that, if Landlord chooses to repair and reconstruct the Premises as provided above, Landlord on behalf of Tenant, and at Landlord's expense, shall repair or restore Tenant Improvements which were oripjnally made by Landlord pursuant to this Lease to as near the condition which existed on the Commencement of the Term of this Lease as reasonably possible. Landlord shall have the exclusive right to all insurance proceeds relating to Tenant Improvements. 27. HOLDING OVER If Tenant holds over after expiration or termination of this Lease without written consent of Landlord, Tenant shall pay one hundred twenty-five percent (125%) of the Minimum Annual Rent (prorated on a monthly basis) which Tenant was obligated to pay for the month immediately preceding the end of the term of this Lease plus Additional Rent for each month or any part thereof on any such holdover period. No holding over by Tenant after the term of this Lease shall operate to extend the Lease term. In the event of any unauthorized holding over, Tenant shall indemnify Landlord against all 04/28,95 offioa.blk rainier bannorporabon 20 claims for damages in the amount not to exceed Twenty -Five Thousand Dollars ($25,000.00) by any other tenant to whom Landlord may have leased all or any part of the Premises covered hereby effective upon the termination of this Lease. Any holding over, with the consent of Landlord in writing, Shall be deemed a month-to-month tenancy which may be terminated as provided by applicable law and during such tenancy Tenant shall be bound by all of the terms, covenants and conditions herein so far as applicable, except rental which shall be the greater of (a) the then quoted rates for similar space in the Building or (b) the Rent and Additional Rent stated herein. 28. COSTS AND ATTORNEYS' FEES If by reason of any default on the part of the Tenant it becomes necessary for Landlord to employ an attorney, or in case Landlord shall bring suit to recover any rent due hereunder, for breach of any provision of this Lease, or to recover possession of the Premises, or if Tenant shall bring any action for any relief against Landlord, declaratory or otherwise, arising out of the Lease, then the prevailing party in such action shall pay the other's reasonable attorneys' fees and all reasonable costs incurred by it in connection with such default or action. To the extent permitted by law, each party shall and hereby does waive trial by jury in any such action. 29. DEFAULT BY TENANT If default be made in the payment of any sum to be paid by Tenant under this Lease, and such default shall continue for seven (7) days; or if default shall be made in the performance of any of the other covenants or conditions which Tenant is required to observe and to perform, and such default shall continue for twenty (20) days; or if the interest of Tenant under this Lease shall be levied on under execution or other legal process; or if any petition shall be filed by or against Tenant to declare Tenant a bankrupt or to delay, reduce or modify Tenant's debts or obligations; or if any petition shall be filed or other action taken to reorganize or modify Tenant's capital structure, if Tenant be a corporation or other entity; or if Tenant be declared insolvent according to law; or if assignment of Tenant's property shall be made for the benefit of creditors; or if Tenant shall vacate or abandon the Premises during the term of this Lease or any renewals or extensions thereof then Landlord may treat the occurrence of any one or more of the foregoing events as a breach of this Lease (provided that no such levy, execution, legal process of petition filed against Tenant shall constitute a breach of this Lease if Tenant shall vigorously contest the same by appropriate proceedings and shall remove or vacate the same within sixty (60) days from the date of its creation, service or filing). Upon any such occurrence, at Landlord's option, Landlord may have any one or more of the following described remedies in addition to all other rights and remedies provided at law or in equity 29.1 Termination. Landlord may terminate this Lease and forthwith repossess the Premises and remove all persons or property therefrom, and be entitled to recover forthwith as damages a sum of money equal to the total of (i) the cost of recovering the Premises, (i) the unpaid Rent owed at the time of termination, plus interest on all sums due and not paid at an annual rate of interest equal to the lesser of (a) twelve percent (12%), or (b) the highest rate permitted by law; (iii) the balance of the Rent for the remainder of the Tenn of the Lease which shall be accelerated and become 0426/95 olfice.bik rainier bancorporabon 21 due at the time of such default; and (iv) any other sum of money, late charges and damages owed by Tenant to Landlord. 29.2 Possession. Landlord may terminate Tenant's right of possession (with or without terminating the Lease) and may repossess the Premises without demand or notice of any kind to Tenant and without terminating this Lease, in which event Landlord may, but shall be under no obligation to do so, relet the same for the account of Tenant for such rent and upon such terms as shall be satisfactory to Landlord. For the purpose of such reletting, Landlord is authorized to restore the Premises to building standard, and (i) if Landlord shall fail to relet the Premises, or (ii) if the same are relet and a sufficient sum shall not be realized from such reletting after paying the unpaid Rent due hereunder, earned but unpaid at the time of reletting, any other sums due from Tenant, plus interest thereon at an annual rate of interest equal to the lesser of (a) twelve percent (12%), or (b) the maximum rate permitted by applicable law, the cost of recovering possession, and all the costs and expenses of decorations, repairs, changes, alterations and additions by Landlord and the expense of such reletting and of the collection of the rent occurring therefrom, to satisfy the rent provided for in this Lease to be paid, then Tenant shall pay to Landlord as damages a sum equal to the amount of the rent reserved in this Lease for such period or periods, or if the Premises have been relet, Tenant shall satisfy and pay any such deficiency upon demand therefor from time to time. Tenant agrees that Landlord may file suit to recover any sums falling due under the terms of this Article from time to time on one or more occasions without Landlord being obligated to wait until expiration of the term of this Lease; such reletting shall not be construed as a neglect on the part of Landlord to terminate this lease unless a written notice of such intention be given to Tenant by Landlord. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach. Failure of Landlord to declare any default immediately upon occurrence thereof, or delaying taking any action in connection therewith, shall not waive such default, but Landlord shall have the right to declare any such default at any time thereafter. If Tenant defaults in the observance or performance of any of Tenant's covenants, agreements or obligations hereunder, Landlord may, but without obligation and without limiting any other remedies which it may have by reason of such default, cure the default, charge the costs thereof to Tenant, and Tenant shall pay the same as additional rent promptly upon demand, together with interest thereon at the rate specified in Article 6 hereof. 30. INDEMNIFICATION To the fullest extent permitted by law, Landlord shall not be liable to Tenant or Tenant's employees, agents, servants, guests, invitees or visitors, or to any other person whomsoever, for any injury to person or damage to property on or about the Premises or the Building resulting from or caused in part or whole by the negligence or misconduct of Tenant, its employees, agents, servants, guests, invitees or visitors, or of any other person entering upon the Premises, or caused by the Building and improvements located on the Premises becoming out of repair, or caused by leakage of 04/28/95 office.bik rainier bancorporafion 22 gas, oil, water or steam or by electricity emanating from the Premises, or caused by theft, or due to any cause whatsoever related to or arising out of Tenant's use and occupancy of the Premises or the conduct of Tenant's business or from any activity, work or thing done, permitted or suffered by Tenant in or about the Premises, and Tenant hereby covenants and agrees that it will at all times indemnify and hold safe and harmless Landlord (including without limitation the trustee and beneficiaries if Landlord is a trust), Landlord's employees, agents, servants, guests, invitees, and visitors from any loss, liability, claims, suits, costs, expenses, including without limitation attomey's fees and damages, both real and alleged, arising out of any such damage or injury, except injury to persons or damage to property the sole cause of which is the negligence of Landlord or the failure of Landlord to repair any part of the Premises which Landlord is obligated to repair and maintain hereunder within a reasonable time after the receipt of written notice from Tenant of needed repairs; provided that with respect to matters Tenant establishes in any action are within the scope of RCW 4.24.115, Landlord shall be entitled to indemnification by Tenant for damages arising out of bodily injury to persons or damage to property caused by or resulting from the concurrent negligence of Landlord, its agents or employees and Tenant, its agents or employees, but only to the extent of the concurrent negligence of Tenant, its agents or employees. In case of any action or proceeding brought against Landlord by reason of any claim for which Tenant is obligated to indemnify Landlord, Tenant upon notice from Landlord shall defend the same at Tenant's expense. Each party shall defend and hold harmless the other party harmless for any and all claims, injuries, damages, losses, or suits, including attorney's fees attributed to each party's own negligence. WAIVER In consideration of Landlord's execution of this Lease, Tenant hereby waives any immunity Tenant may have under industrial insurance, Title 51 RCW, in connection with the foregoing indemnity. 31. WAIVER OF SUBROGATION Anything in this Lease to the contrary notwithstanding, Landlord and Tenant each hereby waives any and all rights of recovery, claim, action or cause of action, against the other, its agents (mcluding partners, both general and limited), officers, directors, shareholders or employees, for any loss or damage that may occur to the Building, the Premises, or any improvements thereto, or any personal or real property of such party therein, by reason of fire, the elements, or any other cause which could be insured against under the terms of standard fire and extended coverage insurance policies, regardless of cause or origin, including negligence of the other party hereto, its agents, officers or employees, and covenants that no insurer shall hold any right of subrogation against such other party. Each party shall cause each insurance policy obtained by it to provide that the insurance waives all right of recovery by way of a subrogation against either party in connection with any damage covered by any policy, provided that this Article shall be inapplicable if it would have the effect, but only to the extent it would have the effect, of invalidating insurance coverages of the parties. 04/28/95 office.blk rain* baneorpoation 23 32. LIMIT ON LANDLORD'S LIABILITY 32.1 Landlord's Interest. Anything in this Lease to the contrary notwithstanding and to the fullest extent permitted by law, covenants, undertakings and agreements herein made on the part of Landlord are made and intended not as personal covenants, undertaking and agreements for the purpose of binding Landlord personally or the assets of Landlord except Landlord's interest in the Premises and Building, but are made and intended for the purpose of binding only the Landlord's interest in the Premises and Building, as the same may from time to time be encumbered. No personal liability or personal responsibility is assumed by, nor shall at any time be asserted or enforceable against Landlord, its respective heirs, legal representatives, successors or assigns on account of this Lease or on account of any covenant, undertaking or agreement of Landlord in this Lease contained. In the event of any default or breach by Landlord with respect to any of the terms, covenants and conditions of this Lease to be observed, honored or performed by Landlord, Tenant shall look solely to the estate and property of Landlord in the Premises and the Building for the collection of any judgment (or any other judicial procedures requiring the payment of money by Landlord) and no other property or assets of Landlord shall b_ a subject to levy, execution or other procedures for satisfaction of Tenant's remedies. 32.2 Tenant's Business Interruption. Notwithstanding any other provision of this Lease, and to the fullest extent permitted by law, Tenant hereby agrees that, except for Landlord's gross negligence, Landlord shall not be liable for injury to Tenant's business or any loss of income therefrom, whether such injury or loss results from conditions arising upon the Premises or the Building, or from other sources or places, including without limitation any interruption of services and utilities described in Article 23 or any casualty covered by Article 27, or from any cause whatsoever, including, Landlord's gross negligence, and regardless of whether the cause of such injury or loss or the means of repairing the same is inaccessible to Landlord or Tenant. Tenant may elect, at its sole cost and expense to obtain business interruption insurance with respect to such potential injury or loss. If Tenant's business is interrupted for more than three (3) working days, rent shall be abated. 33. SEVERABILITY If any term or provision of this Lease, or the application thereof to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of this Lease, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Lease shall be valid and enforceable to the extent permitted by law. 34. WAIVER OF COVENANTS Failure of Landlord to insist in any one or more instances upon strict performance of any term, covenant or condition of this Lease or to exercise any option herein contained, shall not be construed as a waiver or a relinquishment for the future of such terns, covenant, condition or option, but the same shall continue and remain in full force and effect. The receipt by Landlord of rents with knowledge of a 04/26165 offica.blk minks( bancorporation 24 breach in any of the terms, covenants or conditions of this Lease to be kept and performed by Tenant shall not be deemed a waiver of such breach, and Landlord shall not be deemed to have waived any provisions of this Lease until expressed in writing and signed by Landlord. 35. NOTICES All notices, demands, consents and approvals which may or are required to be given by either party to the other hereunder shall be in writing and shall be deemed to have been fully given when deposited in the United States mail, certified or registered, retum receipt requested, postage prepaid, and addressed to the party to be notified at the address for such party specified in this Lease, or to such other place as the party to be notified may from time to time designate by at least 15 days written notice to the notifying party. To Landlord: BA Financial Management Services, Inc. as agent for Bank of America NT & SA - Investment Real Estate 1100 Second Avenue, Suite 300 Seattle, Washington 98101-2908 To Tenant: City of Tukwila 6200 Southcenter Boulevard Tukwila, Washington 98188 Tenant hereby appoints as its agent to receive the service of all dispossessory or distraint proceedings and notices thereunder the person in charge of or occupying the Premises at the time, and, if no person shall be in charge of occupying the same, then such service may be made by attaching the same on the main entrance of the Premises 36. PARKING ("Parking Areas") shall be within the exclusive control of Landlord. Tenant is hereby granted a non-exclusive right to use such Parking Areas as they may be available, subject to such rules and regulations as Landlord, or its parking operator, may adopt from time to time. Parking areas are to be available for use by all building users except those covered parking areas which are specifically assigned for use by designated tenants. No existing parking areas shall be eliminated from use by building tenants, visitor or building users except as required for modification or improvements to building grounds or government regulation. 37. LIGHT AND AIR Tenant agrees and covenants that no diminution of light, air or view by any structure which may hereafter be erected shall entitle Tenant to any reduction in Rent or Additional Rent under this 04/28195 arica.blk tainiar ba44o8)ota8on 25 Lease, result in any liability or obligation of Landlord to Tenant, or in any way affect this Lease or Tenant's obligations hereunder. 38. MISCELLANEOUS 38.1 Binding Effect. This Lease shall be binding upon and inure to the benefit of Landlord, its successors and assigns, and shall be binding upon and inure to the benefit of Tenant, its successors, and, to the extent assignment may be approved by Landlord hereunder, Tenant's assigns. 38.2 Remedies. Law and Venue. All rights and remedies of Landlord under this Lease shall be cumulative and none shall exclude any other rights or remedies allowed by law, and this Lease is declared to be a Washington contract, and all the terms hereof shall be construed according to the laws of the State of Washington and venue for any action brought hereunder shall lie in King County, Washington. 38.3 Captions. The captions in the Lease are for convenience only and are not part of this Lease. 38.4 Counterparts. This Lease may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. 38.5 Examination of Lease. Submission of this instrument for examination or execution by Tenant does not constitute a reservation or option for lease, and this instrument shall not become effective as a lease or otherwise until execution and delivery by both Landlord and Tenant. 38.6 Entire Agreement. All negotiations, considerations, representations and understandings between Landlord and Tenant are incorporated herein and may be modified or altered only by agreement in writing between Landlord and Tenant, and no act or omission of any employee or agent of Landlord or of Landlord's broker shall alter, change or modify any of the provisions hereof. 38.7 Authority. If Tenant is a corporation, each individual executing this Lease on behalf of said corporation represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of said corporation in accordance with a duly adopted resolution of the Board of Directors of said corporation or in accordance with the Bylaws of said corporation, and that this Lease is binding upon said corporation in accordance with its terms. Concurrently with the execution of this Lease, Tenant shall deliver to Landlord a certified copy of a resolution of the Board of Directors of said corporation authorizing the execution of this Lease. If Tenant is a partnership, each individual executing this Lease on behalf of said partnership represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of said partnership and that this Lease is binding upon said partnership in accordance with its terms, and concurrently with execution of this Lease, Tenant shall deliver to Landlord such evidence of authorization as Landlord may require. If Tenant is a marital community, or a member of a marital community, both members of the marital community shall execute this Lease or, concurrently with execution of this Lease, Tenant shall deliver to Landlord such 04126/96 cRice.bik raini.r b.ncorporation 26 evidence as Landlord may require that the member signing this Lease has the authority to sign on behalf of the marital community or that Tenant's interest in this Lease is to be the separate estate of the signing member. 38.8 Force Majeure. Except for the payment of Rent, Additional Rent or other sums payable by Tenant, time periods for Tenant's or Landlord's performance under any provisions of this Lease shall be extended for periods of time during which Tenant's or Landlord's performance is prevented due to circumstances beyond Tenant's or Landlord's reasonable control. 38.9 Right to Change Public Spaces. Landlord shall have the right at any time after completion of the Building, without thereby creating an actual or constructive eviction or insuring any liability to Tenant therefor, to change the arrangement or location of such of the following as are not contained within the Premises or any part thereof entrances, passageways, doors and doorways, corridors, stairs, toilets and other like public service portions of the Budding. Nevertheless, in no event shall Landlord make any change which shall diminish the area of the Premises. Landlord shall notify Tenant of any major modifications to the public space. 38.10 Building Name. The Building will be known by such name as Landlord may designate from time to time. 38.11 Recordation. This Lease shall not be recorded, except that, at the request of either party, the parties shall execute a mutually acceptable memorandum of this Lease in recordable form, and shall record the same. 38.12 Joint Obligation. Where Tenant is comprised of more than one (1) person or entity, all covenants, agreements and obligations of Tenant hereunder shall be the joint and several covenants, agreements and obligations of each person or entity comprising Tenant. 38.13 In the event Tenant is less than 3,000 square feet Landlord reserves the right to relocate Tenant, at Landlord's expense, to comparable space in the building upon one hundred twenty (120) days prior written notice by Landlord to Tenant. 38.14 Representation. Each party acknowledges that Kidder, Mathews & Segner, Inc. represented the Landlord and Cushman & Wakefield of Washington, Inc. represented the Tenant with respect to this Lease and that Landlord has agreed to pay all real estate fees in connection with this Lease. 38.15 Hazardous Material. Landlord acknowledges that Tenant must keep chemicals on the Premises to be used in the course of conducting its business. Lessee accepts full responsibility in controlling any foul, offensive or objectionable gas or substance. Tenant shall further provide the Landlord with a list of chemicals to be used and create a disposal program consistent with the regulation of the State Department of Ecology. Said chemicals and plan shall be disclosed in the attached Exhibit D. ova= allo..blk rain* bincorporstion 27 38.16 Tenant Improvements. Tenant improvements shall include but not be limited to space plans, architectural fees, contractor's overhead and profit, and Washington State sales tax. (a) As it relates to Suites 100 and 203, Landlord shall construct, at Landlord's sole cost and expense, all tenant improvements designed and submitted to Landlord by Tenant. Landlord's improvement allowance to Tenant not to exceed Sixty Three Thousand Five Hundred and No/100th Dollars ($63,500.00) (b) In addition, as it relates to Suite 204, Landlord to construct, at Landlord's sole cost and expense, all tenant improvements designed and submitted to Landlord by Tenant. Landlord's improvement allowance not to exceed $10.00 per square foot. .i .�-t.�,.s; r. J �-o, �c�3 �a c; ti ,.. ,� ... . �s� •���L ,:,` tc. 4,c< cam, cam, • IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day an year first above written. LANDL 'S AGENT: BA i AN ti • MANAGEMENT SERVICES INC., AS AGENT FOR B • ' OF = ' CA, NT : INVESTMENT REAL ESTATE B1 �J711� : & 41. Its Vice P eside • Senior Asset Manager TENANT: CITY OF TUKWILA By Its By Its 0128195 office,blk rainier bancorpoabon 28 EXHIBIT A LEGAL DESCRIPTION 6300 SOUTHCENTER BUILDING 6300 Southcenter Boulevard Tukwila, WA 98188 That portion of the William H. Gilliam Donation Land Claim No. 40, in Township 23, Range N4EWH, being a portion which is 1,836.78 feet west and 1,501.5 feet north of comer of Section 23, 24, 25, and 26, then east 350 feet to the true point of beginning, then east 150 feet then south 460.15 feet more or less, to the northerly line of the County Road No. 622, then westerly along said road to a point south of the true point of beginning then north to point of beginning, except road. EXHIBIT B PLAN OF PREMISES/SPACE PLAN EXHIBIT C RULES AND REGULATIONS 1. No sign, placard, picture, advertisement, name or notice shall be inscribed, displayed or printed or affixed on or to any part of the outside or inside of the building without the consent of Landlord first hand and obtained and Landlord shall have the right to remove any such sign, placard, picture, advertisement, name or notice without notice to and at the expense of Tenant. All approved signs or lettering on doors shall be printed, painted, affixed or inscribed at the expense of Tenant by a person approved by the Landlord. Tenant shall not place anything or allow anything to be placed near the glass of any window, door, partition or wall which may appear unsightly from outside the Premises; provided, however, that Landlord may furnish and install a Building standard window covering at all exterior windows. Tenant shall not without written consent of Landlord cause or otherwise sunscreen any window. 2. The sidewalks, halls, passages, exits, entrances, elevators and stairways shall not be obstructed by any of the tenant or used by them for any purpose other than for ingress and egress from their respective Premises. 3. Tenant shall not alter any lock or install any new or additional locks or any bolts on any doors or windows of the Premises. 4. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein and the expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the Tenant who, or whose employees or invitees shall have caused it. 5. Tenant shall not overload the floor of the Premises or in any way deface the Premises or any part thereof 6. No furniture, freight or equipment of any kind chall be brought into the Building without the prior notice to Landlord and all moving of the same into or out of the Building shall be done at such time and in such manner as Landlord shall designate. Landlord shall have the right to prescribe the weight, size and position of all safes and other heavy equipment brought into the Building and also the times and manner of moving the same in and out of the Building. Safes or other heavy objects shall, if considered necessary by Landlord, stand on supports of such thickness as is necessary to property distribute the weight. Landlord will not be responsible for 0428/95 olfice.blk rainier bancorporation Exhibit C (Continued) Page Two loss of or damage to any such safe or property from any cause and all damage done to the Building by moving or maintaining any such safe or other property shall be repaired at the expense of Tenant. 7. Tenant shall not use, keep or permit to be used or kept any foul or noxious gas or substance in the Premises, or permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to the Landlord or other occupants of the Building by reason of noise, odors and/or vibrations or interfere in any way with other tenants or those having business therein, nor shall any animals or birds be brought in or kept in or about the Premises or the Building except as noted in Paragraph 39.15. 8. No cooking, except for microwave ovens, shall be done or permitted by any Tenant on the Premises, nor shall the Premises be used for the storage of merchandise, for washing clothes, for lodging or for any improper, objectionable or immoral purposes. 9. Tenant shall not use or keep in the Premises or the Building any kerosene, gasoline or inflammable or combustible fluid or material, or use any method of heating or air conditioning other than that supplied by Landlord. 10. Landlord will direct electricians as to where and how telephone and telegraph wires are to be introduced. No boring or cutting to wires will be allowed without the consent of the Landlord. The location of telephones, call boxes and other office equipment affixed to the Premises shall be subject to the approval of Landlord. 11. On Saturdays, Sundays and legal holidays, and on other days between the hours of 6:00 p.m. and 8:00 a.m. the following day, access to the Building, or to the halls, corridors, elevators or stairways in the Building, or to the Premises may be refused unless the person seeking access is known to the person or employee of the Building in charge and has a pass or is properly identified. The Landlord shall in no case be liable for damages for any error with regard to the admission to or exclusion from the Building of any person. In case of invasion, mob, riot, public excitement, or other commotion, the Landlord reserves the right to prevent access to the Building during the continuance of the same by closing of the doors or otherwise, for the safety of the tenants and protection of property in the Building and the Building. 12. Landlord reserves the right to exclude or expel from the Building any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of the rules and regulations of the Building. Exhibit C (Continued) Page Three 13. No vending machine or machines of any description shall be installed, maintained or operated upon the Premises without the written consent of the Landlord, which shall not be unreasonably withheld so long as the machines do not exceed floor loads. 14. Landlord shall have the right, exercisable without notice and without liability to Tenant, to change the name and street of the Building of which the Premises are a part. 15. Tenant shall not disturb, solicit, or canvass any occupant of the Building and shall cooperate to prevent same. 16. Without the written consent of Landlord, Tenant shall not use the name of the Building in connection with or in promoting or advertising the business of Tenant except as Tenant's address. 17. Landlord shall have the right to control and operate the public portions of the Building, and the public facilities, and heating and air conditioning, as well as facilities furnished for the common use of the tenants, in such manner as it deems best for the benefit of the tenants generally. 18. All entrance doors in the Premises shall be left locked when the Premises are not in use, and all doors opening to public corridors shall be kept closed except for normal ingress and egress from the Premises. 04/28195 olfioe.blk rainier banoorporation STATE OF WASHINGTON ) ss: COUNTY OF KING CORPORATE On this o7v day of A.D. 199cefore me personally appeared SAN /tl . /Pi,-ni to me known to be the /y%J''A and to me e of the City of Tukwila, the municipality that executed the within and foregoing instrument, and acknowledged the same instrument to be the free and voluntary act and deed of said municipality, for the uses and purposes therein mentioned and on oath stated that they were authorized to execute said instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed by official seal, the day and year first above written. Not Public in and for the Stat. ashington, residing at 9 -?-y7 CORPORA STATE OF WASHINGTON ) S COUNTY OF ) On this a day of CL.covi, 1 , before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appear s Wknown to me to be the \ G.-4. 6 , respectively, BA Financial Management Services, Inc., in its capacity as an agent for Bank of America, NT & SA -Investment Real Estate, the corporation named in and which executed the foregoing instrument; and they acknowledged to me that they signed the same as their free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, being authorized so to do, and that the corporate seal affixed thereto is the seal of said corporation. WITNE��.:.,s4d official seal th y and year in this certificate above written. 04/26!95 office.blk rainier baneorporation ' 1 Y PUBLIC in residing at My Commission Expires: b 2q -cf d of the State of Washington, PARTY IN INTEREST CERTIFICATE Notice to Tenant: Locals #302 and #612 International Union of Operating Engineers - Employers Construction Industry Retirement Fund ("Locals #302 and 612 - Operating Engineers Fund"), which through BA Financial Management Services, Inc., as agent for Bank of America NT & SA -Investment Real Estate, its Investment Manager, is leasing property to you pursuant to a Lease Agreement dated April 26, 1995 is a pension fund subject to the restrictions of the Employee Retirement Income Security Act of 1974, and the regulations thereunder ("ERISA"). As a result of this law, Locals #302 and #612 - Operating Engineers Fund is restricted from entering into transactions with parties who have certain pre-existing relationships with the pension fund or persons performing services to the pension fund. Please read the list of related parties below and indicate on this Certification whether you are a Related Party. In addition, please determine whether you are a Related Party to any entity not listed below that is a party in interest, as that term is defined in ERISA, to the Locals #302 and #612 - Operating Engineers Fund. If so, list such additional Real Party in the space provided below. Related Partv: 1. An employer that contributes to the Locals 302 and 612 International Union of Operating Engineers Retirement Fund. 2. An employee, officer, director, or 10% or more shareholder or partner of an employer that contributes to the Locals #302 and #612 - Operating Engineers Retirement Fund, or a spouse, parent, or child of any such person. 3. A member of the Board of Trustees of the Locals #302 and #612 - Operating Engineers Retirement Fund. The current Trustees are: Earl Belly Harold Ness, Larry Johnson, Richard Dickson, Jack Jacubiec, Clyde Wilson, Harold Kerslake, and Gordy Howins. 4. An employee or officer of Locals #302 or #612 - Operating Engineers. 5. An employee, officer, or director of BankAmerica Corporation, Bank of America NT & SA, Seattle First National Bank, Seattle Capital Management, Rainier Bancorporation, or any company which is a parent, subsidiary, or affiliate of any of the above. 6. An employee, officer, director, or shareholder of Welfare & Pension Administrative Service Corporation. 7. An employee, officer, director, partner, or shareholder ofLockitch, Clements & Rice, P.S., a certified public accounting firm. 8. An employee, officer, director, partner, or shareholder of the Carney, Badley, Smith & Spellman law firm. 9. An employee, officer, director, partner, or shareholder of the Davies, Roberts & Reid law 10. An employee, officer, director, partner, or shareholder of A. Foster Higgins Co., consulting actuaries. 11. An employee, officer, director, partner, or shareholder of Merrill, Lynch, Pearce, Fenner & Smith, Inc. 12. An employee, officer, director, partner, or shareholder of Columbia Management Company, Inc. 13. An employee, officer, director, partner, or shareholder of Rainier Investment Management, Inc. 14. An employee, officer, director, partner, or shareholder of Invesco Capital Management, Inc. 15. An employee, officer, director, partner, or shareholder of Washington Capital Management, Inc. 16. An employee, officer, director, partner, or shareholder of the Crabbe Huson Company, or its subsidiary Pacific Northwest Trust Company. 17. An employee, officer, director, partner, or shareholder of Weiss, Peck & Greer Investments. 18. An employee, officer, director of the Principal Mutual Life Insurance or any company which is a parent, subsidiary, or affiliate of the Principal Finance Group. 19. A spouse, parent, or child of any person described in paragraphs 2 through 18. 20. Any additional Related Party not listed above: a. b. c. d. TENANT'S CERTIFICATION AND AFFIDAVIT STATE OF WASHINGTON COUNTY OF KING ) )ss ) The undersigned, a first duly sworn, deposes and says: 1. The Tenant understands that both the Locals #302 and #612 -Operating Engineers Fund and BA Financial Management Services, Inc., as agents for Bank of America NT and SA—Investment Real Estate, the agent for Locals #302 and #612 Operating Engineers, may rely on this representation, warranty, and covenant. 2. The tenant hereby certifies to Locals #302 and #612 - Operating Engineers, to the best of its knowledge and belief after diligent investigation: a. X That it is not a Related Party. b. That is a Related party in the following category: . (indicate the number of the category of Related parties above that applies.) DATED this day of , 19 SUBSCRIBED AND SWORN TO before me this day of , 19 NOTARY PUBLIC in and for the State of , residing at My commission expires: TENANT'S CERTIFICATION AND AFFIDAVIT STATE OF WASffiNGTON ) )$5 COUNTY OF KLNG ) The undersigned, 01-,,, V,) . a -Or-5 a first duly sworn, deposes and says: 1. The Tenant understands that both the Locals 0302 and #612 -Operating Engnerrs Funs and BA Financial Management Services, Inc., rs agents for Bank of America NST and SA—Investment Real Estate, the agent for Locals 0302 and 0612 Operating Engineers, may rely on this represe, taticc, warranty, and covenant 2. The tenant hereby cern:as to Locals 0302 and 0612 - Operating Engineers, to the best of its knowledge and belief, after diligent investigation: a. That it is not a. Related Party. b. That is a Related party in the following category . (Indicate the number of the category of Related pardes above that applies-) DATED this a2.7 41, day of 19 9 , ST BSCRiBED AND SWORN TO before me this a 7day of iTARYP ':LICinand f•rth L:• tate of f , ,i zxemp residing at fa5"ea'f scion err ^• r. • �ti ^wl /• ' • • 1 �9Qa•--. EXHIBIT D City of Tukwila Police Department An Accredited Agency TO: John McFarland, City Administrator FROM: Lt. Craig Westby, Investigations Division DATE: April 26, 1995 SUBJECT: Narcotic Field Test Chemicals John W. Rants, Mayor Ron Waldner, Chief of Police The Police Department, and particularly the Special Operations Unit of the Investigation Division, utilize the Becton Dickinson "NIK" narcotic identification system. This testing system has a grouping of fifteen different chemical tests to detect the presence of various narcotic substances. The system in comprised of various chemicals sealed within individual testing packets that react in the presence of narcotics . The system also contains a Soda -Ash neutralizing agent that renders system chemicals harmless upon completion of the field test. This neutralizing substances is manufactured and provided by Becton Dickinson specifically for the above described narcotic field test system. After being introduced into the expended narcotic test packet, the neutralizing agent renders the involved chemicals safe for disposal via routine garbage collection. The Investigation Division routinely utilizes this neutralizing process when disposing of used narcotic field test packets. cc: Chief Ron Waldner Sgt Dennis McOmber Agnn c` ...i - DI...d TL..,fI TA/A no l RR • Dhnnn• (f),) A21_ I RfR • Arimin Div_ 17nA) Zee -6181. 11TVPCI Far. -1206) 4313688 LEASE AMENDMENT ONE This Lease Amendment One is made June 10, 1992 and is in reference to the lease dated October 23, 1989 by and between Security Pacific Bank Washington, in its capacity as a fiduciary for the account of International Union of Operating Engineers Local 302 and 612/Engineers Construction Retirement Fund, hereinafter collectively called "Landlord," and City of Tukwila, hereinafter called 'Tenant." Landlord and Tenant hereby mutually agree to amend this Lease as follows and that this amendment shall be effective on the date of completion of tenant improvement work or occupancy of space by Tenant, whichever comes first. 1. In Paragraph 1 (LEASE DATA AND EXHIBITS), Section 12 (Floor Areas), beginning on line two, delete the words, "9,745 useable square feet," and add the following words, "10,590 useable square feet." 2. In Paragraph 1 (LEASE DATA AND EXHIBITS), Section 1.2 (Floor Areas) at the end, add the words, 'Tenant's percentage of the total useable square feet of the building is 37%." 3. In Paragraph 1 (LEASE DATA AND EXHIBITS), Section 1.4 (Rent), beginning on line two after the words, "Landlord as rent," delete the words, "See Lease Addendum #1 ... is paid in full," and add the following words, "Twelve Thousand Four Hundred Twenty -Eight and 15/100 Dollars ($12,428.15) per month through the month of December 1994 in advance on the first day of each month." 4. Delete "Exhibit D." Landlord, at Landlord's sole cost, shall install 110 yards of carpet. Tenant, at Tenant's sole cost, shall paint and install base cove in expansion space to match existing space. 5. Add as attached hereto "Exhibit A-4" indicating the leased expansion premises. LEASE INITI All other terms and conditions of the Lease shall continue in full force and effect. LANDLORD: FIDUCIARY ACCOUNT: INTERNATIONAL UNION OF OPERATING ENGINEERS LOCAL 302 AND 612 ENGINEERS CONSTRUCTION RETIREMENT FUND, SECURITY PACIFIC BANK WASHINGTON, N.A., AS TRUSTEE TENANT: CITY OF TUKWILA By Ti e Date 6,4- -Indio 6-/s-92 r*cL cS h fro,, WI EXHIBIT A-4 EXPANSION SPACE (Expansion space is indicated by the cross -hatching.) SECURITY PACIFIC SANK WASHTRGTON; -4LA. Corporate: STATE OF WASHINGTON COUNTY OF ) SS. My Commission Expires: AL 411) q On this /S do 19 , before me 9z personally a eared ay h //,Art s t me known to be the 4/42h of the ion that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he (she) was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and yearrst a..' a written. ce...111,s01414 z�- 0: 'fuer OF WAS���'i' 'itxrnnso' Co -Trustee: STATE OF WASHINGTON ) ) SS. COUNTY OF ) NOTARY PUB' C in and State of ashington, My Commission Expires of the residing at 003/ .%fes On this day of , 19 , before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared , as Co -Trustee Under , known to me to executed the foregoing document, signed the same as his/her free the uses and purposes therein be the individual named in and who and acknowledged to me that s(he) and voluntary act and deed for mentioned. WITNESS my hand and official seal the day and year in this certificate above written. SEWRITT PACIFIC SARK WASH!GT{.-rA_ STATE OF WASHINGTON COUNTY OF A24/4.4 ) ) SS. NOTARY PUBLIC in and of the State of Washington, residing at My Commission Expires: On this 30 t day of , 19%2_, before me, a Notary Public in and for the S to of Washington, duly commissioned and sworn, personally appeared ,fwer�r � No a;' •rs s 41wAw6S ✓'� , known to me to be the ,A&vr Ivo ,e Les' arstftectively, of Security Pacific Bank Washington, N.A., as ACp,✓7 , the corporation named in and which executed the foregoing instrument; and they acknowledged to me that they signed the same as their free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, being authorized so to do, and that the corporate seal affixed thereto is the seal of said corporation. WITNESS my hand and official seal the day and year in this certificate above written. NOTARY PUB Cin and of the State of Washington, residing at My 9dmission Expires: AGREEMENT October 23 , 19 89 , betee, Agent for Opr. Engineers (("L a:dl,-:') ("Tenant"). The parties agree: eased premises ("the Premises"), co-sis: 1st a 2nd floor as outlined on the floor ,r th' a buil ding known as the 6300 Building"), and situated on real ;ro- d on Exhibit B hereof ("the Land"). 1.2 floor Areas. The Agreed Floor Area of the Premises :s ?,745 ugeable square feet, and the Agreed Floor Arca of the to:a1 Building 1$ 28.950 square feet .4010 di 1.3 Lease Term. Thy lease term shall be five .veer, commencing on January 1. 1990 / and expiring at midnight on ecembe 31. 1994 , or an earlier or later date provided in Section T3. 1.4 Rent. The Tenant convenants and agrees to pay Landlord as rent See tease Addendum 11 en4 Dollars (S ), to be paid in equal monthly instiflrents c7 and / oolla-s (S 1, in advance, on the 1st day cr— total rent obligation is paid in full. The rent ma. !.e modified and adjusted under the provisions of Sections 6, 7, 8, and 9. Rent for any fractional calendar month at the beginning or end of the term shall be the pro rata portion of the monthly rent. 1.5 Security Deposit. Concurrently with Tenant's execution, of this Lease, Tenant shall deposit with Landlord the sum of 00 and /100 Dollars (S 00 Said sum shall be held by Landlord as a Security Deposit for the r:,1 an -3— faithful performance by Tenant of all of the terms, convenents, and conditio::s of this -Lease to be kept and performed by Tenant during the teem hereof. if Tenant defaults with respect to any of the terms, convenants, and conditions cf this Lease, including but not limited to the payment of Rent and any o; :he monetary sums due herewith, Landlord may use, apply or retain all or any ;:rt of the Security Deposit to payment of any sum in default or any other sum .";c^ Landlord may be required to spend or incur by reason of Tenant's default or any other sum which Landlord may in its reasonable discretion deem necessary to spend or incur by reason of Tenant's default. If any portion of said De;cs;: is so used or applied, Tenant shall, within ten (10) days after written deoano therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount; Tenant's failure to do so shall ;e a material breach of this Lease. Landlord shall not be required to keep tr,:s Security Deposit separate from its general funds, and Tenant shall b: entitled to interest on such deposit. If Tenant shall have fully=o;::plied.:ith all of the terms, convenants and conditions of this Lease, the Sec,:ri:y ^ea_s:t or any balance thereof shall be repaid to Tenant within thirty (30) days after the expiration or sooner termination of this Lease and after Tenant has vaca:ec the Premises. In the event of Tenant's default, Landlord's right to retain t?'e Security Deposit shall be deemed to be in addition to any and all other rights and remedies at law or in equity available to Landlord for Tenant's default under this Lease. 1.6 Use. The Tenant will not use the leased premises for any pur- pose except as a business office. 2. PREMISES Landlord does hereby lease the Premises to Tenant, and Tenant noes lease the Premises from Landlord, upon the terms and conditions set forth herein. -1- 02176.01 - 02176.09 Disk 11 - February 3, 1989 3. TERM The lease term shall be for the period stated in subsection 1.3 hereof. The lease term shall co: once on the comnencernent date Specified in subsection 1.3, if any, or on such earlier or later dale as may be spe- cified by written notice delivered by Landlord to Tenant advising Tenant tial the Premises are ready for occupancy and specifying the commencement ea:e, which shall not be less than thirty (30) days following the date of notice. If Tenant shall occupy the Premises for permitted uses before the da:e specified in subsection 1.3 of this Lease, then the commencement date shall be the date of such occupancy. Neither Landlord nor any agent or e-ployee of Landlord shall be liable for any damage or loss due to Landlord's inability or failure to deliver possession of the Premises to Tenant. C. RENT Tenant covenants and agrees to pay to Landlord, at the address stated in Section 31 below, the monthly rental stated irr subsection 1.4 hereof without demand, deduction or offset, payable in lawful money of the United States in advance on or before the day specified in subsection 1.4 to Lenclord. Rental for any partial month at the beginning or end of the LeaSe term shall be prorated. 5. USES Tenant shall use the Premises for a business office only. No act shall be done in or about the Premises that is unlawful or that will increase the existing rate of insurance on the Building. Tenant shall not, withoe t the written consent of Landlord, use or permit any Substantial noise, odor, or vibration, or any increase in the normal use o; electric power. of any of the Tenant's office machines and equipment should disturb the cute: enjoyment of any other tenant in the Building, then Tenant :hail ceidc adequate insulation, or take Such other action as may be necessary to eliminate the disturbance. 6. SERJICES ANO UTiLIT1f.S 6.1 As long as Tenant is not in default under any of the provisions „f this Lease, Landlord shall provide commercial janitorial service for the public and common areas of the Building, such'as lobbies, stairs, corridors and restrooms. Tenant shall provide its own janitorial service and supplies for its premises. Landlord snail not be resoeos;ule far any Lossee or damages incurred by Tenant due to the conduct of tee Janitorial services or its employees. Tenant shall notify Landlord of any end all janitorial work omitted, neglected, or performed in an unsa- tisfactory manner. No janitorial service shall be required on Saturdays, Svid:es cr holidays. During all normal business hours, and for a reaso- nable time before and after all normal business hours, and during a reaso- na-e time or. weekends, Landlord shall furnish the Premises with water and with electricity for lighting and operation of low power usage office machines. bleating and air conditioning will be provided during Building hours on business days, Monday through Friday. Landlord shall also provide light rediaee:'er, t service for Landlord -furnished light, toilet room sex lies and windcw washing at reasonable intervals. Landlord shall not be 1iaole for any loss, injury or damage to property caused by or resulting from any variation, interruption, or failure of Services due to any cause, cr from failure to make any repairs or perform any maintenance. In the event of interruption or failure, however, Landlord shall use reasonable eili,rer;ce to restore service. No temporary interruption or failure of ser- vices incident to the making of repairs, alterations, or improvements, or due to accident cr strike or conditions or events beyond Landlord's reaso- nable control shall be deemed an eviction of Tenant or relieve Tenant from any of Tenant's obligations. 6.2 Before installing or using any equipment in the Premises that geierates more than a rninirnurn amount of heat, or is of a nature other than standard business office equipment, or requires above average power con - 5..' tion, or requires alteration of the Premises, Tenant shall obtain the ,:eaten permission of Landlord. Landlord may refuse to grant such per- -2- 02176.01 - 02176.14 Disc C6337.(Updeted March 30 '89) mission if the amount of heat generated would piece an above-average burden On the err conditioning system, electrical system, or building Structural system for the Building, unless Tenant shall agree to pay, at Landlord's election, the costs of Landlord associated with the equipment covered under this subsection, as reasonably determined by Landlord. 6.3 if Tenant uses any equipment in the Premises reSu�ring eh w e_ average power usage (including but not limited to computers and data pro- cessing equipment and nonstandard business office equipment), Tenant snail in advance, on the first day of each month during the Lease term, pay Landlord as additional rent the reasonable amount estimated by Landlord as the cost of furnishing electricity for the operation of Such equipment. The monthly rent stated in subsection 1.4 does not include any amount to cover the cost of furnishing electricity for such purposes unless s0 sta- ted therein and shall be a cost in addition to the rent adjustments in Section 7. Landlord shalt not be required to sign any documents with respect to installation of equipment under this subsection. 6.4 Tenant shall pay before delinquency all taxes payable with respect :o all property of Tenant located on the Premises or the Building and shall peev;ie promptly upon request of Landlord written proof of such payment. 7. SERVICES ANO UTILITIES COSTS To reflect increases or decreases in Lan:nerd's total building operating costs, the rent provided in Article 1.4 of this lease shall be adjusted annually. The adjustment shall be made as follows. 7.1 Definitions as Used Herein eel -0'114 BASE YEAR: Lease year during which this lease =COmm ces. LEASE YEAR: Calendar year commencing January Nit0 0PTPA `C-ZOSTS: All expenses paid or incurred by L3ndfi rd for maintaining, operating and repairing the building, the land, and the personal property used in conjunction therewith, including but not limited to ail expenses paid or incurred by Landlord for electricity, water, gas, sewers, refuse collection, telephone charges not chargeable to tenants and similar utilities service; the cost of supplies,* • window washing, insurance, cost of services of independent contractors, the cost of compensation (including employment taxes and fringe benefits) of all persons who perform duties in connection with such Operating Costs and any other expense or charge (except Capital ExpendicYrifi ich in accordance with generally accepted accounting and management principles would be considered an ebxpense of maintsl Hing 8pe11rating of repairing the Building. onlraco comaop areas,inotuto theiocrupiedearre ACTUAL COSTS: The actual exiAnses pard or incurred by Landlord of th for Operating Costs during any Lease Year of the term thereof. build ACTUAL APPLICABLE COSTS TO THE PREMISES: The same proportion of the Actual Direct Costs as Floor Area of the Premises bears to the floor Area of the Building, as set forth in Section 1.?. ESTIMATED COSTS APPLICABLE TO THE PREMISES: Owner's estimate of Actual Direct Costs Applicable to the Premises for the following Lease Year to be given by Landlord to Tenant pursuant to Section BASE AMOUNT: The Actual Costs Applicable to the Premises -for the Base year. 7.2 Rental Adjustment for Estimated Operating Costs Within 60 days of the commencement of each Lease Year (except (NITI the Base Year) during the term hereof, Landlord shall furnish _ n Tenant a written statement of the Estimated Costs Applicable to the Premises for such, lease Year, and a calculation of rental adjustment as follows: One -twelfth (1/12) of the amount, if any, by which the Estimated Costs Applicable to the Premises exceeds or is less than the Base amount shall be added to, or deducted from, as the case may be, the monthly rental payable by Tenant under this Lease for each month during such Lease Year. 7.3 Actual Costs. • Within 90 days after the close of each Lease Year during the term hereof, Landlord shall deliver to Tenant a written state- * Tenant shall provide its own janitorial. services and supplies. 7.2 -3- ment setting for the the Actual Costs Applicable to the Premises during the preceding Lease Year. If such costs for any Lease Year exceed the Estimated Costs Applicable to the Premises paid by Tenant to Landlord pursuant to Section 7.2 for such Lose Year, Tenant shall pay the amount of such excess to Landlord as additional rental within 30 days after receipt of such statement by Tenant. If such statement shows such costs to be less than the amount paid by Tenant to Landlord purusant to Section 7.2, then the amount of such overpayment shall be paid by Landlord to Tenant within 30 days following the date of such statement. 7.4 Determination. The determination of Cost Applicable to the Premises and Estimated Costs Applicable to the Premises shall be made Ly Landlord. Any increase in rental pursuant to this Section shall be additional rent payable by Tenant hereunder and in the event of nonpayment thereof, Landlord shall have similar rights with respect to such nonpayment as it has with respect to any other nonpayment of rent hereunder. 7 5 End of Term. If this Lease shall terminate on a day other than the last day of a Lease Year, the amount of any adjustment between Estimate and Actual Costs Applicable to the Premises with respect to tte Lease Year in which such termination occurs shall be prorated on the basis which the number of days from the comrenccment of sues Lease Year to and including such termination date bears to 365; and any amount payable by Landlord to Tenant or Tenant is Landlord with respect to such adjustment shall be payable within 30 days after delivery of the statement of Costs Applicable to the Premises with respect to such Lease Tear. - B. PROPERTY TAXES. "Property Taxes" shall mean all real property taxes and personal pro- perty taxes, charges, and assessment levied with respect to the Land, the Building, and any improvements, fixtures and equipment, and all other pro- perty of -Landlord, real or personal, located in or on the Building and used in connection with the operation of the Building. If the amount of Property Taxes on the Land and the Building payable in a calendar year during the lease term exceeds the amount of such taxes payable in the calendar year the lease term commenced (or, if a real property tax assessment of the Land and Building on a substantially completed basis has not been made for such year, then the first calendar year with respect to which such assessment shall be made), then Landlord shall notify Tenant in writing and Tenant shall within 10 days of receipt of such notice reimburse Landlord for Tenant's proportionate share of such excess. Said share shall be an amount that bears the same ratio to such excess that the Agreed Floor Area of the Premises bears to the Agreed Floor Area of the Building as stated in paragraph 1.2 hereof. Commencing on and retroactive to January 1 of each such calendar year, one -twelfth (1/12) of the amount so determined shall be paid by Tenant to Landlord as additional rent on the first day of each month during the ensuing one-year period (or for the balance of the lease term if it is then less than one year.) 9. TAX ON RENTALS. If any governmental authority shall in any manner levy a tax on ren- tals payable under this Lease or rentals accruing fro►n use of property, or such a tax in any form against Landlord measured by income derived from► the leasing or rental of the Building, such tax shall be paid by Tenant either directly or through Landlord; provided however, that Tenant shall not be liable to pay any net income tax imposed on Landlord. 10. IMPROVEMENTS 10.1 All standard or special Tenant improvements listed on attachment d, Tenant Improvements hereto, or paid for by Landlord, shall at all times be the property of Landlord. Subject to Section 30, upon the expiration -4- 02176.01 - 02176.14 Disk 06337. of sooner termination of this Lease, all improvements and additions to the Premises made by Tenant shall become the property of Landlord, unless otherwise provided for herein. 11. ALTERATIONS AND CARE OF THE PREMISES 11.1 Tenant shall at its sole expense repair and maintain all of its personal property on the premises. 11.2 Tenant shall take good care of the premises and shall at the expiration or sooner termination of this Lease surrender and deliver the premises to Landlord in as good condition as when received by Tenant from Landlord or as thereafter improved, reasonable use and wear and damage by fire or other casuality excepted. 11.3 Tenant shall not make any alterations, additions or improve- ments in or to the Premises, or make changes to locks on doors, or add, disturb or in any way change any floor covering, wall covering, fixtures, plumbing or wiring without first obtaining the written consent of Landlord and, where appropriate, in accordance with plans and specifications approved by Landlord. If Such consent by Landlord is given, the work in such connection shall be at Tenant's expense and shall be performed by workmen and contractors approved by Landlord, and in a manner and upon terms and conditions and at such times satisfactory to and approved in advance in writing by Landlord. Such consent shall be conditioned upon Tenant's contractors, workmen or suppliers working in harmony with and not interfering with workmen or contractors of Landlord or of another tenant. If Tenant's contractors, workmen or suppliers do, in the opinion of Landlord, cause such disharmony or interference, Landlord's consent to such work may be withdrawn upon written notice to Tenant. Any alterations, additions or improvements covered under this paragraph are made at the option of the Tenant and not at the request of the Landlord. 11.4 All damage or injury done to the Premises by Tenant or by any persons who may be in or upon the Premises with the consent of Tenant, including the cracking or breaking of glass of any windows and doors, shall be paid for by Tenant and Tenant shall pay for all damage to the Building and any appurtenances thereto caused by Tenant or Tenant's agents, invi- tees, licensees, or employees. Tenant shall not put any curtains, dra- peries or other hangings on or beside the windows in the Premises without first obtaining Landlord's consent. All normal repairs necessary to main- tain the Premises in a tenantable condition shall be done by or under the direction of Landlord and at Landlord's expense except as otherwise pro- vided herein. Tenant shall promptly notify Landlord of any damage to the Premises requiring repair. Landlord shall be the sole judge as to what repairs are necessary, and such judgment shall be exercised by Landlord in a reasonable manner. 12. ACCEPTANCE OF PREMISES If this Lease shall be entered into prior to the completion of construction of the Tenant improvements in the Premises to be occupied by Tenant, the acceptance of the Premises shall be deferred until five (5) days after Tenant's receipt of a written notice by Landlord to Tenant of the completion of such construction. Tenant shall within five (5) days after receipt of such notice make such inspection of the Premises as Tenant deems appropriate, and, except as otherwise notified by Tenant in writing to Landlord within such period, Tenant shall be deemed to have accepted the Premises in their then condition. If, as a result of such inspection, Tenant discovers minor deviations or variations from the plans and specifi- cations for Tenant's improvements of a nature commonly found on a "punch list" (as that term is used in the construction industry), Landlord shall promptly correct such deviations and variations upon receipt of such notice from tenant. The existence of such punch list items shall riot postpone commencement date of this Lease. 13. SPECIAL IMPROVEMENTS Tenant shall reimburse Landlord for Landlord's cost of making all , special improvements requested by Tenant, including but not limited to (Except as set forth in Section 10 and•Exhibit D.) -5- 02176.01 - 02176.14 Disk 06337. counters, partitioning, electrical and telephone outlets and plumbing con- nections other than as described on any attachment hereto as being fur- nished by Landlord. Tenant shall pay Landlord for the cost of any such special improvements made, within ten (10) days of receipt of a written request therefore by Landlord to Tenant. 14. ENTRY 8Y LANDLORD upon 48 hour notice Landlord reserves, and shall at any and all times have, the right to inspect the Premises, to submit the same to prospective purchasers or tenants, to post notices of non -responsibility, to repair the Premises and any portion of the Building of which the Premises are a part that Landlord may deem necessary or desirable, without abatement of rent, and may for that purpose erect scaffolding and other necessary structures where reason- ably required by the character of the work to be performed, always pro- viding that the business of the Tenant shall not be interfered with unreasonably. Tenant hereby waives any claim for damages or injury or inconvenience to or interference with Tenant's business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby. have and retain a key with which to unlock all of the doors in .n and about the Premises, excluding Tenant's vaults, safe • files, and Landlord shall have the right to use any and all s which Landlord may deem proper to open said doors in an emer , in order to obtain entry to r the Premises, without liability to • except for any failure to execute (MITI due care for Tenant's proLandlord by any of• Any entry to the Premises obtained by a� means, or otherwise, shall not under any- eir- /I�y cumstances b trued or deemed to be a forcible or unlawful entry into, 1' or a . ner of the Premises, or an eviction of Tenant from the Premises 15. DAMAGE OR DESTRUCTION 15.1 In the event the Premises are damaged by fire or other perils covered by extended coverage insurance, Landlord agrees to repair sage within a reasonable time, and this Lease shall remain in full force and effect, except that Tenant shall be entitled to a proportionate reduction of the rent from the date of damage and while such repairs are being made, such proportionate reduction to be based upon the extent to which the damage and making of such repairs shall reasonably interfere with the business carried on by the Tenant in the Premises. If the damage is due to the fault or neglect of Tenant or its employees, there shall be no abatement of rent. 15.2 In the event the Premises are damaged as a result of any cause other than the perils covered by fire and extended coverage insurance, the Landlord shall within a reasonable time repair the same; provided if the extent of destruction be less thanfiftypercent (go%) - of the full replacement cost then Landlord shall have the option: (i) to repair or restore such damage, this Lease continuing in full force and effect, but the rent to be proportionately reduced as hereinabove in this Article provided, or (ii) give notice to Tenant at any time within sixty (60) days after damage, terminating this Lease as of the date specified in such notice, which date shall be no more than thirty (30) days after the giving of such notice. In the event of giving such notice, this Lease shall expire and all interest of the Tenant in the Premises shall terminate on the date so specified in such notice and the rent, reduced by a proportionate reduc- tion, based upon the extent, if any, to which such damage interfered with the business carried on by the Tenant in the Premises, shall be paid up to date of said termination. 15.3 Landlord shall not be required to make any repairs or replace- ments of any leasehold improvements, fixtures, or other personal property of Tenant. 16. WAIVER OF SUBROGATION 16.1 Whether the loss or damage is due to the negligence of either Landlord or Tenant, their agents or employees, or any other cause, Tenant does herewith and hereby release and relieve Landlord and any other tenant, -6- 02176.01 - 02176.14 Disk 06337. their agents or employees, from responsibility for, and waives its entire claim of recovery for (i) any loss or damage to the real or personal pro- perty of either Landlord or Tenant located anywhere in the Building, including the Building itself, arising out of or incident to the occurrence of any of the perils which may be covered by their respective fire insurance policies, with extended coverage endorsements, or (ii) loss resulting from business interruption at the Premises or loss of rental income from the Building, arising out of or incident to the occurrence of any of the perils which may be covered by the business interruption insurance policy and by the loss of rental income insurance policy held by Landlord or Tenant. Tenant shall cause its insurance carriers to consent to such waiver and to waive all rights of subrogation against the other party. 16.2 The waiver of subrogation provided by this Section 18 shall not serve to release and relieve any other tenant, its agents or employees. from responsibility for, nor waive any claim of recovery for any loss or damage otherwise covered by this section, unless Such other tenant has similarly waived subrogation against Tenant. 17. INOEMNIFICATION 17.1 Tenant shall defend and indemnify Landlord and any property manager hired by Landlord, and save them harmless from any and all liabi- lity, damages, costs, or expenses, including attorneys' fees, arising from any act, omission, or negligence of Tenant or its officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors in or about the Premises, or arising from any breach or default under this Lease by Tenant, or arising from any accident, injury, or damage, howsoever and by whomsoever caused, to any person or property, occurring in or about the Premises; provided that the foregoing provision shall not be construed to make Tenant responsible for loss, damage, liability or expense resulting from injuries to third parties caused by the negligence of Landlord, or its officers, contractors, licensees, agents, servants, employees, guests, invitees or visitors. 17.2 Landlord shall not be liable for any loss or damage to person or property sustained by Tenant, or other persons, which may be caused by the Building or the Premises, or any appurtenances thereto, being out of repair, -or the bursting or leakage of any water, gas, sewer or stem pipe, or by theft, or by any act or neglect of any tenant or occupant of the Building, or of any other person, or by any other cause of whatsoever nature. Tenant agrees to use and occupy the Premises and other facilities of the Building at its own risk and hereby releases Landlord, its agents and employees, from all claims for any damage or injury to the fullest extent permitted by law. 18. INSURANCE Tenant shall, at Tenant's expense, obtain and keep in force during the term of this Lease a policy of comprehensive public liability insurance insuring Landlord and Tenant against any liability arising out of the ownership, use, occupancy or maintenance of the Premises and ail appur- tenances thereto. Such insurance shall be in the amount of not less than ;1,000,000.00 for injury of one person in any one accident or occurrence and in the amount of not less than $3,000,000.00 for injury or death of more than one person in any one accident or occurrence. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least S'1,000,000.00.The limit of any such insurance shall not, however, limit the liability of the Tenant hereunder. Tenant may provide this insurance under a blanket policy provided that said insurance shall have a Landlord's protective liability endorsement attached thereto. 1f Tenant shall fail to procure and maintain said insurance, Landlord may, but shall not be required to procure and maintain same, but at the expense of Tenant Insurance required hereunder shall be in companies rated A+ XIII or better in "Best's Insurance Guide." Tenant shall deliver to Landlord, prior to right of entry, copies of policies of liability insurance required herein or certificates evidencing the existence and amounts of such insurance with loss payable clauses satisfactory to Landlord. No policy shall be cancelable or subject to reduction of coverage on less than twenty (20) days' notice sent by certified mail to both Landlord and Tenant. All such -7- 02176.01 - 02176.14 Disk 06337. )NF policies shall be written as primary policies not contributing with and not in excess of coverage with Landlord may carry. Tenant shall be relieved of its obligations under this section when and to the extent that such obliga- tions for insurance are assumed by assignees or sublessees of the Tenant herein or upon and to the extent Landlord leases the Premises described herein in accordance with Section 19 herein. 19. ASSIGNMENT AND SUBLEASE Tenant shall not assign or transfer this Lease or any interest therein, nor sublet any portion of the leased premises, nor shall this Lease or any interest thereunder be assignable or transferable by opera- tion of law or by any process or proceeding of any court or otherwise, nor shall Tenant permit the use of the leased premises by others, without the written consent of the Landlord. Any attempted transfer without said written Consent shall be void. Approval of any transfer shall not consti- tute a consent to any further transfer. Notwithstanding any transfer, Tenant shall remain liable to perform Tenant's obligations under this Lease. Tenant shall not vacate or abandon the Premises at any time during the term of this Lease. Tenant shall pay the reasonable charges of Landlord and/or Landlord's agent incurred in reviewing each requested assignment, including legal and administrative costs. If Tenant is a cor- poration, any transfer of this Lease from Tenant by merger, consolidation, or change in the ownership or power to vote the majority of the outstanding voting stock of Tenant shall constitute an assignment for the purpose of this Section. Subject to the provisions above, this Lease shall be binding upon and inure to the benefit of the parties, and their heirs, successors and assigns. 20. ADVERTISING Tenant shall not inscribe any inscription, or post, place, or in any manner display any sign, notice, picture, placard or poster, or any adver- tising matter whatsoever, anywhere in or about the Premises or the Building at places visible (either directly or indirectly as an outline or shadow on a glass pane) from anywhere in the corridor or outside the Premises without first obtaining Landlord's written consent thereto. Any such con- sent by_Landlord shall be upon the understanding and condition that Tenant will remove the same at the expiration or sooner termination of this Lease and Tenant shall repair any damage to the Premises or the Building caused thereby. 21. AUCTIONS Tenant shall not conduct or permit to be conducted any sale by auction in, upon or from the Premises, whether said auction be voluntary or involuntary, pursuant to any assignment for the payment of creditors or pursuant to any bankruptcy or other insolvency proceeding. 22. LiENS ANO INSOLVENCY Tenant shall keep the Premises and the building free from any liens arising out of any work performed, materials ordered or obligations incurred by Tenant. If Tenant becomes insolvent, voluntarily or involun- tarily bankrupt, or if a receiver, assignee or other liquidating officer is appointed for the business of Tenant, then Landlord may terminate Tenant's right of possession under this Lease at Landlord's option and in no event shall this Lease or any rights or privileges hereunder be an asset of Tenant under any bankruptcy, insolvency or reorganization proceedings. 23. WASTE Tenant convenants not to commit or suffer any strip or waste of the Premises. 24. TIME ESSENCE Time is of the essence of this agreement. 8 02176.01 - 02176.14 Disk 06337. 25. DEFAULT 25.1 Cancellation and Termination. Anything to the contrary not- withstanding, if: 25.1.1 Tenant shall fail to pay to Landlord any installment of the regular monthly rent, or any additional rent, or other fees or charges as and when the same are required to be paid hereunder, and such default shall continue for a period of ten (10) days after written notice; or 25.1.2 If Tenant shall default in the performance of any other terms, covenants or conditions of this Lease and such default shall con- tinue for a period of thirty (30) days after written notice (except if Tenant shall, within said period time, commence to promptly and con- tinuously remedy such default); or 25.1.3 If Tenant shall become bankrupt or insolvent, or if any debtor proceedings are initiated against Tenant or if Tenant files or if there is filed against Tenant in any court pursuant to any statute within the United States or of any state a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Tenant's property; or 25.1.4 If any execution of attachment shall be issued against Tenant or any of Tenant's property whereby the Premises shall be taken or occupied by someone other than Tenant; Then Landlord shall have the following cumulative rights: (a) Landlord shall have the right at Landlord's option to terminate this Lease and the term hereof, as well as all the right, title and interest of Tenant hereunder, shall wholly cease and expire in the same manner and with the same force and effect, save as to Tenant's liability, as if the date fixed by the notice was the expiration of the term herein originally granted; and Tenant shall immediately quit and surrender to Landlord the Premises and each and every part thereof, and Landlord may enter into or repossess the Premises, either by necessary and reasonable force, summary proceedings or otherwise. The right granted to Landlord in this Section or any other Section of this Lease to terminate this Lease shall apply to any extension of the term hereby granted, and the exercise of any such right by Landlord during the term hereby granted shall terminate any extension of the term hereby granted and any right on the part of Tenant thereto; and (b) At Landlord's option, all amounts owed by Tenant under this Lease shall be accelerated, and shall be immediately due and payable in full; and (c) Tenant shall pay in lump sum to Landlord all damages, attorneys' fees and costs incurred by the Landlord upon such occasion, including (i) the expense or cost of retaking, repossessing, restoring, repairing and/or altering the Premises, and the expense of removing all persons and property therefrom, including Tenant's fixtures and improvements, and (ii) any cost or expense incurred in securing or attempting to secure any new leases or tenants. 25.2 Re-entry. In connection with landlord's rights under this Section, Landlord may re-enter the Premises, using such force for that pur- pose as may be reasonable and necessary without being liable to any prose- cution for said re-entry or the use of such force, and Landlord may retain, repair or alter the Premises and Tenant's building and improvements thereon in such manner as to Landlord may seem reasonably necessary or advisable, and/or let or relet the same in such manner as to Landlord may seem reason- ably necessary or advisable, and/or let or relet the Premises or any or all parts thereof for the whole or any part of a term equivalent to the remainder of the original term hereof or for a longer period. any entry or re-entry by Landlord, whether had or taken under summary proceedings or otherwise, shall not absolve or discharge Tenant from liability hereunder. The parties acknowledge that Landlord's efforts to rerent the Premises as herein described may be effected by noncompetitive clauses in other leases 02176.01 - 02176.14 Disk 06337. • so that the reasonableness of Landlord's efforts and the results obtained shall be considered in view of these restrictions as are entered into by Landlord from time to time. 25.3 Survival. The liability and promise to pay of Tenant herein shall survive the issuance of any writ of restitution or judgment of unlawful detainer or other termination of this Lease based upon the default of Tenant. 25.4 Landlord's Lien. If Tenant shall default in his covenant to pay the monthly rent provided for herein, including the additional rent. Landlord shall have a lien for such sums upon the fixtures and personal property of Tenant located upon the Premises, and Landlord may enter the Premises and take possession of said fixtures and personal property and sell the same at public or private sale, with or without notice to Tenant, and apply the proceeds thereof after deducting the expenses of said sale upon the monies due to Landlord. Any public sale shall be held by a sheriff at a courthouse door, after written notice of such sale giving the time and place thereof has been posted for ten (10) consecutive days prior to the date of sale in three (3) public places in the county where such sale is held. 25.5 Delinquent Rent Delinquent rent shall bear interest beginning the lith day after it is due at the rate of five (5) points over the prime rate as announced by Security Pacific Bank WA. Delinquent rent shall be defined as any amount due to Landlord under this Lease, including but not limited to amounts due under Section 1.4, 6, 7, 8 13, 18 and 25, and any payment the check for which is returned to Landlord marked NSF. 26. REMOVAL OF PROPERTY 26.1 Subject to Section 10 hereof, upon expiration or sooner ter- mination of this Lease, Tenant may remove its trade fixtures, office supplies and movable office furniture and equipment, provided; 9a) such removal is made on or prior to the termination or expiration of this lease, (b) Tenant is not in default of any provision of this Lease at the time of such removal, and (c) Tenant immediately repairs all damage caused by or resulting from such removal. All other property in the Premises and any alterations or additions thereto (including, without limitation, wall-to- wall carpeting, paneling, wall covering, or lighting fixtures and appara- tus) and any other article affixed to the floor, wall or ceiling of the Premises shall become the property of Landlord and shall remain upon and be surrendered with the Premises, Tenant hereby waiving all rights to any payment or compensation therefor. If, however, Landlord so requests in writing, Tenant will, prior to termination of this Lease, remove such alterations, additions, fixtures, equipment and property placed or installed by it in the Premises as requested by Landlord, and will imne- diately repair any damage caused by or resulting from such removal, to the condition of the Premises prevailing upon commencement of this Lease, reasonable wear and tear excepted. 26.2 If Tenant shall fail to remove any of its property of any nature whatsoever from the Premises or the Building at the termination of this Lease or when Landlord has the right of re-entry, Landlord may, at its option, remove and store said property without liability for loss thereof or damage thereto, such storage to be for the account and at the expense of Tenant. If Tenant shall not pay the cost of storing any such property after it has been stored for a period of thirty (30) days or more, Landlord may, at its option, sell or permit to be sold any or all of such property at public or private sale (and Landlord may become a purchaser at such a sale), in such manner and at such times and places as Landlord in its sole discretion may deem proper, without notice to Tenant, and shall apply the proceeds of such sale: first, to the cost and expense of such sale, including reasonable attorneys' fees actually incurred, second to the payment of the costs or charges for storing any such property. third, to the payment of any other sums of money which may then be or thereafter become due Landlord from Tenant under any of the terms hereof; and fourth, the balance, if any, to Tenant. 27. NON -WAIVER 02176.01 - 02176.14 Disk 06337. - 10 - Waiver by landlord of any breach of any term, covenant or condition herein contained shall not be der_hned to be a waiver of the sa:re or any other term, covenant or condition herein contained. The acteplan.e of rent hereunder by Landlord shall nut be de.m�:rl la be a waiver or ally pru- cediny breach by Tenant of any term, covenant or condition of thia Lai=c, including any rent properly due and owing, regardless of Landlord's knowledge of such preceding breach at the time of acceptance of such rent. 28. SURRENDER Of POSSESSION Upon expiration or termination of the term of this lease, whether ty lapse of time or otherwise, Tenant shall promptly and peacefully surrender the Premises to Landlord. 29. HOLDOVER If Tenant shall, without the written consent of Landlord, hold after the expiration or termination of the term of this Lease, Tenant shall be deemed to be occupying the Premises as a month-tc-month tenancy, _r.ic': tenancy may be terminated as provided by the laws of the State o; Washington. During such tenancy, Tenant agrees to pay to Landlort: :..'ce the rate of rental as set forth herein, unless a different rate shall be agreed upon, and to be bound by all of the terms, convenants and conditions herein specified, so far as applicable. 30. CONDEMNATION if all of the Premises, or such portions of the Building as may ce required for the reasonable use of the Premises, are ta':en by e.xtn:r.t domain, this Lease shall automatically terminate as of the dale Tena -,t is required to vacate the Premises and all rentals shall be paid to the: date. In case of taking of a part of the Premises, or a portion o: the Building not required for the reasonable use of the Premises, then t:•is Lease shall continue in full force and effect and the rental shall e equitably reduced based on the proportion by which the Floor Area of the Premises is reduced, such rent reduction to be effective as of tiro Cate possession of such portion is delivered to the condemning authority. Landlord reserves all rights to damages to the Premises for any taking by eminent •domain, and Tenant hereby assigns to Landlord any right Tenant may have to such damages or award, and Tenant shall make no claim against Landlord for damages for termination of the leasehold interest or inter- ference with Tenant's business. Tenant shall have the right, however, to claim and recover from the condemning authority compensation for any loss to which Tenant may be put for Tenant's moving expenses, provided that such damages may be claimed only if they are awarded separately in the eminent domain proceedings and not as part of the damages recoverable by landlord. 31. NOTICES Any notice required to be served in accordance with the teras of this Lease shall be in writing and served either personally or sent by United States mail, pcstage prepaid, addressed as follows: To Landlord: Security Pacific Bank Washington, NA Trust Rai Estate NO3-5 Attn:Dale Chandler P.O:Box C34029 Seattle, WA 98124 To Tenant: City of Tukwila Ono Snynccenrer Blvd. fukvilA, WA 4R1RR ATTN: John McFarland or to such other address as may be designated in writing hereafter. 02176.01 - 02176.14 Disk 06337. It - 11 - 32. COSTS ANO ATTORNEYS' FEES 32.1 In the event of litigation between Landlord and Tenant and/or the mortgagee of the Landlord, or their successors or assigns, with respect to rights or obligations provided by or arising from this Lease, the non. prevailing party agrees to pay to the party who prevails, as reimbursement for the prevailing party's attorneys' fees and other costs and expenses of litigation, including any appellate proceedings, a sum fixed by the court which the court shall deem reasonable and just under the circumstances. The amount of such required reimbursement shall be included in the judgment for the prevailing party. The court shall determine in any such litigation which party is the prevailing party. 32.2 Tenant further covenants and agrees that iri case the Landlord shall be made party to any litigation commenced against the Tenant, then the Tenant shall pay all expenses, costs and reasonable attorneys' fees incurred by or imposed on the Landlord in connection with such litigation, including any appellate proceedings, and such expenses, costs and attor- neys' fees as referred to herein shall be so much additional rent due after service of notice of such payment or payments, together with interest at twelve percent (12%) per annum from the date of payment by Landlord, and shall be collected as any other rent specified herein, unless landlord shall be so made a party by reason of any independent liability of such Landlord and not resulting from any act or omission on the part of the Tenant. 33. LANDLORD'S LIABILITY Anything in this Lease to the contrary notwithstanding, covenants, undertakings, and agreements herein made on the part of Landlord are made and intended not as personal convenants, undertakings and agreements or for the purpose of binding Landlord personally or the overall assets of Landlord, but are made and intended for the purpose of binding only the Landlord's interest in the Premises and Building. No personal liability or personal responsibility is assumed by, nor shall at any time be asserted or enforceable against Landlord's associates and their respective heirs, legal representatives, successors, and assigns on account of the Lease or on account of any covenant, undertaking or agreement of Landlord in this Lease contained. 34. LANDLORD'S CONSENT Whenever Landlord's consent is required under the terms hereof, such consent shall not be unreasonably withheld. 35. SUBORDINATION This Lease is subject to and is hereby subordinated to all present and future mortgages, deeds of trust and other encumbrances affecting the Premises or the Building or Land of which the Premises are a part. Tenant will, upon demand by Landlord, execute such instruments as may be required at any time, and from time to time, to subordinate the rights and interest of the Tenant under this Lease to the lien of any mortgage or Trust Deed at any time placed on the Building or Land of which the leased Premises are a part; provided, however, that such subordination shall not affect Tenant's right to possession, use and occupancy of the leased Premises so long as Tenant shall not be indefault under any of the terms and conditions of this Lease. Tenant further agrees: a) That any such subordination agreement will contain a provision satisfactory to Landlord's financing lender whereby Tenant will agree, in the event of foreclosure of any such mortage or Trust Deed, to attorn to and recognize as it Landlord under the terms of this Lease said lender or any purchaser of the leased property at a foreclosure sale or their heirs, successors or assigns; and b) That it will execute and deliver to such lender an estoppel cer- tificate in form satisfactory to such lender. 36. ESTOPPEL CERTIFICATES -12- 02176.01 12- 02176.01 - 02176.14 Disk 06337. Tenant shall, from time to time, within ten (10) days of written request of Landlord, execute, acknowledge and deliver to Landlord or its designee a true written statement stating: The date this Lease was exe- cuted and the date it expires; the date Tenant entered into occupancy of the Premises; the amount of minimum monthly rental and the date to which such rental has been paid; and certifying: That this Lease is in full force and effect and has not been assigned, modified, supplemented or amended in any way (or specifying the date of the agreement between the parties as to this leasing; that all conditions under this Lease to be per- formed by the Landlord have been satisfied, including but without limita- tion, that all required contributions by Landlord to Tenant on account of Tenant's improvements have been received; that on this date there are no existing defenses or offsets which the Tenant has against the enforcement of this Lease by the Landlord; that no rental has been paid in advance; and that no security has been deposited with Landlord (or, if so, the amount thereof). It is intended that any such Statement delivered pursuant to this Section may be relied upon by a prospective purchaser of Landlord's interest or a mortgagee of Landlord's interest or assignee of any mortgage upon Landlord's interest in the Building. if Tenant shall fail to respond within ten (10) days of receipt by Tenant of a written request by Landlord as herein provided, Tenant shall be deemed to have given such certificate as above provided without modification and shall be deemed to have admitted the accuracy of any information supplied by Landlord to a prospective purchaser or mortgagee and that this Lease is in full force and effect, that there are no uncured defaults in Landlord's performance, that the security deposit is as stated in this Lease, and that not more than one month's rental has been paid in advance. 37. TRANSFER OF LANDLORD'S INTEREST This Lease shall be assignable by Landlord without the consent of Tenant. In the event of any transfer or transfers of Landlord's interest; in the Premises or in the Building, other than a transfer for security purposes only, the transferor shall be automatically relieved of any and all obligations and liabilities on the part of Landlord accruing from and after the date of such transfer, and Tenant agrees to attorn to the transferee. 38. RIGHT TO PERFORM If Tenant shall fail to pay any sum of money, other than the rent, required to be paid by it hereunder, or shall fail to perform any other act on its part to be performed hereunder, and such failure shall continue for ten (10) days after notice thereof by Landlord, Landlord may, but shall not be obligated so to do, and without waiving or releasing Tenant from any obligations of Tenant, make any such payment or perform any such other act on Tenant's part to be made or performed as provided in this Lease. Landlord shall have (in addition to any other right or remedy of Landlord) the same rights and remedies in the event of the nonpayment of sums due under this Section as in the case of default by Tenant in the payment of rent. 39. RECORDING OF SHORT FORM LEASE Neither party shall record this Lease. However, upon request of either party hereto, Tenant shall, at its own expense, cause a short form of this Lease to be recorded with the County Auditor of the county where the Premises are located. The short form lease, executed by the parties hereto, shall contain a description for the Premises, provisions relating to the term of the Lease, and a reference to this Lease. 40. PARKING Tenant acknowledges and understands that parking space facilities in the Building include both covered and uncovered parking spaces, and further understands and agrees that Landlord may assign or rent the covered parking spaces to tenants or others utilizing the building from time to time on a "reserved" basis and on such other terms and conditions as may be determined by Landlord. The uncovered parking spaces will be made available without charge to Tenant and other tenants using or visiting the 02176.01 - 02176.14 Disk 06337. - 13 - Building on a "first come, first serve" basis or on such other terms and conditions as may be determined by Landlord. The driveways, walkways, parking lots and parking spaces, both covered and uncovered, shall be sub- ject to such rules and regulations as may be issued from time to time by Landlord, and Tenant agrees to comply therewith and take reasonable steps to cause its employees, agents, customers and invitees to comply therewith. 41. RULES AND REGULATIONS Tenant shall faithfully observe and comply with the rules and regu- lations that Landlord shall from time to time promulgate and/or modify. The rules and regulations shall be binding upon the Tenant upon delivery of a copy of thein to Tenant. Landlord shall not be responsible to Tenant for the nonperformance of any said rules and regulations by any other tenants or occupants. 42. PLATS AND RIDERS Clauses, plats, riders, and addendums, if any, affixed to this Lease are a part hereof. 43. AMENDMENTS IN WRITING This Lease, including the exhibits and riders, if any, attached hereto and forming a part hereof are all of the covenants, promises, agreements, conditions and understandings, either oral or written, between the parties. No subsequent alteration, change or amendment to this Lease shall be binding upon the parties unless reduced to writing and signed by them. 44. PARTIAL INVALIDITY In the event that any provision of this lease or any word, phrase, clause, sentence, or other portion thereof shall be held to be unenfor- ceable or invalid for any reason, such provision or portion thereof shall be modified or deleted in such a manner to make this Lease, as modified, legal and enforceable to the fullest extent permitted by law. The validity and enforceability of the remaining provisions or portions hereof shall not be affected and shall remain valid and enforceable to the fullest extent permitted by law. 45. SUCCESSORS ANO ASSIGNS The covenants and conditions herein contained, subject to the provi- sions as to assignment, apply to and bind the heirs, successors, executors, administrators and assigns of the parties hereto. 46. AUTHORITY OF PARTIES -- CORPORATE AUTHORITY If Tenant is a corporation, each individual executing this Lease on behalf of said corporation represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of said corporation, in accordance with a duly adopted resolution of the board of directors of said corporation, a copy of which is attached hereto, in accordance with the bylaws of said corporation, and that this Lease is binding upon said corporation in accordance with its terms. 47. GENERAL 47.1 Marginal Headings. The marginal headings and article titles to the articles of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part hereto. 47.2 Joint Obligation. If there be more than one Tenant, the obli- gations hereunder imposed shall be joint and several. 47.3 Choice of Law. This Lease shall be governed by the laws of the State of Washington. 47.4 Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 0217600337 02176.14 - 14 - 47.5 Inability to Perform. This Lease and the tions of the—Tenant and/or Landlord hereunder shell not be impaired because the Landlord or Tenant is unable to fulfill any c: . obligations hereunder or is delayed in duinq so, if such lnabil:ty eel is caused by reason of strike, labor troubles. act of God, or any otr cause beyond the reasonable control of such party. 47.6 The following exhibits cr riders are rade a part of th Lease: Exhibit A: floor Plan of Premises Exhibit 8: Legal Description Exhibit C: Rules and Regulations Exhibit 0: Tenant Improvements Exhibit E: Hazardous Materials 48. BUILDING HOURS. Notwithstanding other provisions of this Ag een pertaining to Building hours, Landlord agrees to allow tenant to extu.d t hours of occupancy of the premises until 9:00 p.m. Monday - Saturday a Landlord agrees to provide building services including heat. air co ditioning and electricity in Premises. Tenant shall pay Landlord add tional rental in the amount of S25.00 per month in advance, on the fir day of each month for services during extended hours. Landlord resery the right to adjust monthly charge to tenant for extended operating hou after 12/31/89 based on actual costs. Landlord shall be required to pr vide tenant with a detailed breakdown of charges in the event of increase. IN WiTNESS WHEREOF, the parties hereto have executed this Lease t day and year first above written. LANDLORD: Security Pacific BankWashington,N asjPustee for GNc►1:JGZit S By -1G C ,n 1)+•-e(Liuw. Name: *Title:01 146a—) 8y _. Name: Title• S.4 ,24 d�F*. E./L TENANT: By Name: Title: By Name: Title: 02176.01 02176.14 Disk 06337 - 15 - STATE OF WASHINGTON) COUNTY OF KING ) On this day personally appeared before me 6414bAKSe-e7 , to me known to be the individual described in and who ewecuted the within and foregoing instrument and acknowledged that he signed the same as his free and voluntary act and deed for the uses and purposes therein mentioned. GIVEN UNDER MY HANG AND OFFICIAL SEAL this P -7/1A day of ,V.vefri , 19.123 STATE OF WASHINGTON) COUNTY OF KING ) ART PUBLIC in and for the State of Washington, residing at w.,94.4,16, AMS41541. On this day of , 19_, before me personally appeared and of the corporation that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, and on oath stated that they are authorized to execute said instrument and that the seal affixed thereto is the corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year above written. NOTARY PUBLIC in and for the State of Washington,.residing at • . 02176.01 - 02176.09 Disk 01 - February 3, 1989 - 15 - (SINK OFFICERS' ACKNOWLEDGMENT) STATE OF WASHINGTON ) ss. COUNTY OF KING On this deY of me personally appeared to me known to be the Dale O. Chandler 42c do-Agle-, Kathryn Pulanaky 19 r%,, before Vico President & Manager and to me known to be the Real Estate Officer of Security Pec i f i c Bank Washington, NA, the national banking association that executed the within and foregoing instrument, and acknowledged the same to be the free and voluntary act and deed of said association In its fiduciary capactly as aforesaid, for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute said instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year first above written. Notary public In and the State " _ of Washington , residing et yutP1 - Commission Expires: 12/20/91 enoTtad uT pauTT]no sasTmasd vTT?tnZ ;o (T3 £ 3o Z a8ad „Y„ 279Iti3 U V U 3 ONIISIX3 3DVdS Exhibit "A" Page 3 of 3 City of Tukwila Premises outlined in yellow ifif), LEGAL DESCRIPTION That portion of the William H. Gilliam Donation Land Claim No. 40, in Township 23, Range N4EWM, being a portion which is 1836.78 feet West and 1501.5 feet north of corner of Section 23. 24, 25 and 26, then east 350 feet to the true point of begin— ning; then east 150 feet then south 460.15 feet more or less. to the northerly line of the County Road No. 622. then westerly along said road to a point south of true point of beginning then north to point of beginning, except road. Exhibit "B" RULES ANO REGULATIONS 1 NO sign pl3Card. Puttee. &deridersstn:. name or notice 0811 04 inter.bed, ditilayed a feinted as 1116..4 on or 10 any 9111 el Ph1 Outvote es 108.4 C' :n. B1..:4.ny wil1e4l 11( 4•4.41lln COnse01 4I L4no1.'d lust had and *blamed and Landlord Mab ha.* IM right 10 rI.1C.4 any WO 144 1431.+., 114:.,, aes1 :.l*mani, name Or rlel4a .1111841.1 n411(0 10 and a: Phe timpani, 0l Tenant. -4 .p9•uvaC a.on, of 111ser.ng on 400.1 shall be 01int44, 048n144, afnatal or inaCrib, at the expense 41 T.nan1 by a person x0040.40 e' h 1„a0oto11 Tenant wap not plata anylel818$ or anew anylning 10 bs Placed near the g1.,s el any w,4100., door, 9 On or wall nniC18 may 100411 ,r.' ono trop Outside the Prem.ses, provided, however, that Landlord may furnish and install a Wilding standard window carving al 111 ...tower WIrlJOwe Tenons awl. 110/ s.:001.11 'Gar .ratan Lenten: CO Lanr110.0 caul* a Othe.10•il* wn1C.NO any wiMO1. 3. The sidewalks, ha118, 0asla911. 4..11, Intran4ll, 01,.180,1 Ind 1118191071 amu 0010e obstructed by any 01 111g 1101011 01 wed by :him la Say gyroh 0811., 81(411 (a .119 *(1 and ogress from their r*gl1t.y* Premises. 3. Tena': 04111 no( N:e. any lock a 81111311 any new 01 .408110 al 4Cks Or any bolls On any 0004; W 11illdOwt 01 :he Premises. 9. The toilet menu, .1usall, wash b0w.lt and Whet apparatus Shad not be used la anY 4,•901* Other Phan that Io, which They west con:Amsted and r 10. e.gn IMMtanee el any kind 8'11148194ra shall be thrown therein and the opens* 01 any breaka91,11009394 or d4m09a retu16ng 8109 8801 ..oa..4n 01 :h rine Shan be b0.ne 4y :he Tenant wlh0, a 1011081 a7104ye111 Of ulvi1411 ,1441 bay* Caused 88. 5. Tynan( %hall no: overload :he :loot of the Prem.l*o or in any wag delsce 144 9"4.77'7416( an7 art thapl, 6. tett lug niture, 111ight 0r tC,0.771n1 01 311y kind shall be brought into the Building without 1181 p1i0r notice IO Landlord and all mor.nl 0. 014 sam..11: 0• o1.: of :88e !1..80' 4 Mau oe dent at 111,30 lime 1113 in such manner as Landlord shall eltsi4na:e. Landon shall haul Vie right to Pl route 1(e .(.4- 1,:4 and positl-.n of 411 sales and 08011 ne1.y etl,.prenl brought 4110 the Building and 4110 :ht 8imlf and manna 01 114.8.11 the 1x91 In awe a. 08 '1 Bu.ldt119 Sales 0, other heavy objects Mall, if eonsidaed necessary by Lanolo.4. stand on wooden el such thickness as is necessary :o gropen. 0.8:1.1., the neigh: Landlord will no: be responsible for lou 01 or damage to any arch sale Or WOMrly 1,0r% any Ceuta and 411(4.140e dont to :he moving w Maintaining any 11.418 sale 0. 0th., 9,091,17 shall Cu reputed 11 she expense .8 Tenant. Tenant 10411 008 use. keno or permit to be used or kept any foul or 00a309/1 90.8 or substance in she 9,498/.1. 01 41811,1 a 8481*1 the 9.0e:es4 80 1 oc:u9:,4 or octal in a :nanny' O"er"ire Or 004418004011 10 the Landlord or otic occupants of the building by rwlan of noise. odors and a• .ib,18.4, or interfere in any way with 0118ar lenantS or those haying busint1. Therein, new shall any x0811411 Or birds be Wayne in or ke01 in Or C:0,104 drareul Or she 6wlding, 3. No cooking Man be done or permitted by any Tenant on the Premises• n01 aha* aha Premises W used 101 the storage of me.:nan0.se, ter wash.. 41018811. 10, ladgin;, O, 10. any unproper, Objectionable Or immoral 01.490141. nor S Tenant shall ria: use 0.r atop in the Premises Or the Building any iaOtend. gasoline a 1n14mmap1* or combustible Ilutd or material, or use 0.+y /neon, 48 realm 31.114 Ceneiti0rtn9 12:114, than that supplied by Landlord. 0. 1.3nd:o:4.11.84.,4(1 elecli4iant as 80 watre and ho.'. It14On0n1 and 8 8a4rap0 wires NI to he introduced. No berm,: a cv::trig for r:.rtt..," 3 ,o:aet ,:v:nor Inc Consent 01 :he Landlord. The location el .ylap00ne1. tan boats and Otho office 08,:911.0: a•lia(J t0 1111 P.amdes Shan 1.1 8.4,658 80 8. .:1011.W1 Of Landlord. 11 On Saturdays. Sundays ant.' legal nelidays. and on other days between Mt hours of 6'00 ►.1.:, and 3.00 4.1.:. Me lolloi:en; day. x::ts war Su.u., to :he nails, CO•,,COrs. eltvato: s 0, hair. 178 in :he Building. Or to the Premises may be refused unless the 011800 (taking /Cta1 .1 81Arn t2 (he 7t:8. W 118481.7 1 01 the 3 "d.'g in 4884142 and has a Dail oris 9,094,17 i4en8ifyd. Tha Landlord (11x88.8 no tat be liable ler da.na4e, lug any 4110• r..u. riga to Ino 1,81118.011 80 0, *44808,011 from Ine Building 91 any 901800, In 181* 01 irwes800..n0b. riot. public fa4lCminl. Or ether CO11e3Cti4n w1r 8.111010 '*/erre( :(.e .4111 10 01414.11 814181 10 the Building 0048.19 the 40n1:n.anCa of the 14011 be closing Of the Coors or Otherwise, l0, int ule'y a: -te Iena1 anJ Wo:oa,o' of;:O:xny in the 81.184811 and :he Gadding. 12 8.4.1480.0 '111111141 :114 right IC taclude 01 1.018 Iron telt Building anY person who, in the judgment OI Unclad. is in101.:1110 91 under v4 .n11,11' ▪ 8,4.10, 0, 0,84a. 0: who 111a11 to any Mannar Oa anY 4C: in violation 01 any 01 the 1.841 and 11,01110n1 OI 8111 11.814..14. '3 :10 vending 9.418.44 or machines of any eelcrip:tun Mall be insta:ltd, maintained or C&*rated upon :he Premises 14th0•1: the minan:Jaunt 08 : Land:or4. I4_LanCl0,0 shalt hauls the right, exercisable without notice and without liability to 'Tenant. to :lung* the name and writ adaess Ol Ine 2.*011 .sAicn :re Premises are 8 Salt. 05. Tran: 1...311 not disturb. 8018481, or Canvau any occupant 01 She 4,11011.9 8110 shall cooperate to plerent same. t5.y5tneu::he written consent 01 Landlord, Tenant shall not use Me name of the Building in connection wit,. or in promoting or ad.,.1.1.n1 44 3,11.11 91 Texan: eaC06: a: Tenants address. 1) La,4(3.4 shall nave the .ighl 10 control and 001,411 the Public portions of the Building. and tete public facilities, and Mating ane air eonst.oning. well as (14,1.1841 Iurn,ahed :or Int Common use 01 the tenants, in such martyr 4181 deems best (or the benefit 01 the tenants 9entra:1y Isl. An enhance doors in tele Premises snail be le/t locked when Of P,I10i1es gag not 1.t 0se, and all doors opening 10 public corridor' shad be kept ides tece9t lot normal ingress and egress from tn. Premises. Exhibit "C" EXHIBIT "D" Tenant Improvements: Landlord at Landlord's cost, shall provide a $20.00 per square foot allowance or $194,900 to provide tenant improvements to the premises for the City of Tukwila's tenancy. If this allowance is not entirely used, Landlord retains any of the balance. EXHIBIT LEASE CLAUSE REGARDING HAZARDOUS MATERIALS Lessee shall not dispose of or otherwise allow the release of any hazarduus wade or materials in, on or under the Premises, or any adjacent property, or in any improvements placed on the Premises. Lessee represents and warrants to Lessor that Lessee's intended use of the Premises does not involve the use, production, disposal or bringing on to the Premises of any hazardous waste or materials. As used herein, the term "hazardous waste or materials" includes any substance, waste or material defined or designated as hazardous, toxic or dangerous (or any similar term) by, any federal, state or local statute, regulation, rule or ordinance now or hereafter in effect. Lessee shall promptly comply with all statutes, regulations and ordinances, and with all orders, decrees or judgments of governmental authorities or courts having jurisdiction, relating to the use, collection, treatment, disposal, storage, control, removal or cleanup of hazardous waste or material in, on, or under the Premises or any adjacent property, or incorporated in any improvements, at Lessee's expense. After notice to Lessee and a reasonable opportunity for Lessee to effect such compliance, Lessor may, tut is not obligated to, enter the Premises and take such actions and incur such costs and expenses to effect such compliance as it deems advisable to protect its interest in the Premises; provided, however, that Lessor shall not be obligated to give Lessee notice and an opportunity to effect such compliance if (i) such delay caight result in material adverse harm to lessor or the Premises, (ii) Lessee has already had actual knowledge of the situation and a reasonable opportunity to effect such compliance, or (iii) an emergency exists. Whether or not Lessee has actual knowledge of the release of hazardous waste or materials on the Premises or any adjacent property as the result of Lessee's use of the Premises, Lessee shall reimburse Lessor for the full amount of all costs and expenses incurred by Lessor in connection with such compliance activities, and such obligation shall continue even after the termination of this Lease. Lessee shall notify Lessor immediately of any release of any hazardous waste or materials on the Premises and shall notify Lessor promptly upon learning of any hazardous materials on any adjacent property. Lessee agrees to indemnify, hold harmless,"and defend Lessor against any and all losses, liabilities, suits, obligations, fines, damages, judgments, penalties, claims, charges, cleanup costs, remedial actions, costs and expenses (including, without limitation, attorneys' fees and disbursements) which may be imposed on, incurred or paid by, or asserted against Lessor or the Premises by reason of, or in connection with (i) any misrepresentation, breach of warranty or other default by Lessee under this Lease; (ii) the acts or omissions of Lessee, or any sublessees or other person for whom Lessee would otherwise be liable, resulting in the release of any hazardous waste or materials; (iii) the cleanup of hazardous waste or material on the Premises or adjacent property. Lessee acknowledges that it will be solely responsible for all costs and expenses relating to the cleanup of hazardous waste or material, on the Premises or any adjacent property. The obligations of Lessee under this section Exhibit E herein shall survive the expiration or other termination of this Lease. p at' A LEASE ADDENDUM This lease addendum is in reference to the lease agreement dated October 23, 1989 between Security Pacific Bank Washington, Agent for Operating Engineers as Landlord and City of Tukwila as Tenant. 1. Rent Monthly Rent Rental Rate Months 1-3.5 Free N/A Months 3.5-24 $10,898.00 $13.42/s.f./yr. Months 25-60 $11,304.40 $13.92/s.f./yr. 2. Option to Renew While this lease is in full force and effect, provided that Tenant is not and has not been in default on any of the terms, covenants and conditions thereof, Lessee shall have the right or option to extend the term of this lease for a term of 3 years. Such extension or renewal of the terms(s) shall be on the same terms, covenants or conditions as provided for in the original or immediately preceding term except that the rental during the extended term shall be at the fair market rental then in effect on equivalent properties, or equivalent size, in equivalent area. However, in no event shall the rental in the renewal term(s) be below the rental in effect as of the last month of the original lease term. Notice of Tenant's intention to exercise the option(s) must be given to Landlord in writing at lease six (6) months prior to the expiration of the current lease term. 3. Cancellation of Previous Lease Upon commencement of this lease or January 1, 1990, the previous lease between Security Pacific Bank Washington, Agent for Operating Engineers as Landlord and City of Tukwila as Tenant shall be terminated and this lease dated October 23, 1989 will be the only lease in effect. nojja4 oT pauTtlno sasTmasg VTTe ny 30 .tT33 6 ;o t ;Svc' ,.Y.. �TgTQX3 W U 3 U 2 PRINTED cc 2 toa. LEASE AGREEMENT f.1 S� THIS LEASE, dated the �� day of �'� P/N Pi , 19 �--; is by and between RAINIER NATIONAL BANK, national banking association, hereinafter called "Landlord", and the City of Tukwila, a Washington Municipal Corporation hereinafter called "Tenant. WITNESSETH: PREMISES' 1. Landlord hereby leases tp Tenant, and Tenant hereby leases from Landlord, those certain Premises situate in King County, State of Washington, described as follows: See Exhibit A attached hereinafter called "Premises." TERM 2. The term of this lease shall be for One(1) year and Six(6) months, and shall commence on the, 1st day of October, 1985, and end on the 31st day of March, 198t. inclusive. RENT 3. Tenant shall pay Landlord as rental for said Premises a monthly rental of Nine Hundred and no/100 Dollars ($900.00) in advance on the first day of each calendar month during the lease term, to Rainier National Bank, Trust Real Estate, P. 0. Box 3966, Seattle, Washington, 98124, or to such other address as the Landlord may designate in writing. In the event percentage rent is payable hereunder by the Tenant, it shall be paid in the manner and at the time as set forth in the rider atached hereto and by reference made a part of this lease. The rent quoted is exclusive of any sales, business and occupation, or other taxes based upon or measured by rents payable to Landlord hereunder. If during the lease term any such taxes become payable by Landlord to any governmental authority, the rent hereunder shall be deemed increased to net Landlord the same rental after payment by Landlord of any such tax. The foregoing does not apply to income, inheritance, gift or succession taxes payable by Landlord. Rent payable for any period of less than one calendar month shall be prorated. No offsets or deductions from rent are permitted except where otherwise provided by this lease. SECURITY DEPOSIT 4. As security for the performance by Tenant of every covenant and condition of this lease, Tenant shall deliver to Landlord the sum of $900.00, receipt of which Landlord acknowledges. If Tenant shall default with respect to any covenant or condition of this lease, Landlord may apply the whole or part of such security deposit toward remedying any default or defaults of Tenant hereunder. If Tenant complies with all of the covenants and conditions of this lease, the security deposit or any balance thereof shall be returned to Tenant without interest at the expiration of this term, or, at the option of Landlord, to the last assignee of Tenant's interest in this lease. USE 5. Tenant shall use and occupy the leased Premises continuously the entire lease term only for the purpose of conducting therein a business office and for no other purpose(s) without the written consent of the Landlord. No use shall be made of Premises, nor any act done in or about Premises, which is unlawful or which will increase the existing rate of insurance upon Building, provided, however, if the Tenant shall engage in LEASE AGREEMENT 7/' ,//;i THIS LEASE, dated the JCS day ofx/11; ° ,•moi , is by and between RAINIER NATIONAL BANK, a' national banking association, hereinafter called "Landlord", and the City of Tukwila, a Washington Municipal Corporation hereinafter called "Tenant. WITNESSETH•: PREMISES 1. Landlord hereby, leases to Tenant, and Tenant hereby leases from Landlord, those certain Premises situate in King County, State of Washington, described as follows: See Exhibit A attached hereinafter called "Premises." TERM 2. The term of this lease shall be for One(1) year and Six(6) months, and shall commence on the 1st day of October, 1985, and end on the 31st day of March, 1987. inclusive. RENT 3. Tenant shall pay Landlord as rental for said Premises a monthly rental of Nine Hundred and no/100 Dollars ($900.00) in advance on the first day of each calendar month during the lease term, to Rainier National Bank, Trust Real Estate, P. 0. Box 3966, Seattle, Washington, 98124, or to such other address as the Landlord may designate in writing. In the event percentage rent is payable hereunder by the Tenant, it shall be paid in the manner and at the time as set forth in the rider atached hereto and by reference made a part of this lease. The rent quoted is exclusive of any sales, business and occupation, or other taxes based upon or measured by rents payable to Landlord hereunder. If during the lease term any such taxes become payable by Landlord to any governmental authority, the rent hereunder shall be deemed increased to net Landlord the same rental after payment by Landlord of any such tax. The foregoing does not apply to income, inheritance, gift or succession taxes payable by Landlord. Rent payable for any period of less than one calendar month shall be prorated. No offsets or deductions from rent are permitted except where otherwise provided by this lease. SECURITY DEPOSIT 4. As security for the performance by Tenant of every covenant and condition of this lease, Tenant shall deliver to Landlord the sum of $900.00, receipt of which Landlord acknowledges. If Tenant shall default with respect to any covenant or condition of this lease, Landlord may apply the whole or part of such security deposit toward remedying any default or defaults of Tenant hereunder. If Tenant complies with all of the covenants and conditions of this lease, the security deposit or any balance thereof shall be returned to Tenant without interest at the expiration of this term, or, at the option of Landlord, to the last assignee of Tenant's interest in this lease. USE 5. Tenant shall use and occupy the leased' Premises continuously the entire lease term only for the purpose of conducting therein a business office and for no other purpose(s) without the written consent of the Landlord. No use shall be made of Premises, nor any act done in or about Premises, which is unlawful or which will increase the existing rate of insurance upon Building, provided, however, if the Tenant shall engage in