HomeMy WebLinkAboutReg 2015-08-03 COMPLETE AGENDA PACKETTukwila City Council Agenda
• ❖ REGULAR MEETING ❖
Jim Haggerton, Mayor Counci /members: • :- Joe Duffie • :- Dennis Robertson
David Cline, City Administrator Allan Ekberg • :- Verna Seal
Kate Kruller, Council President Kathy Hougardy De'Sean Quinn
Monday, August 3, 2015; 7:00 PM • Ord #2477 • Res #1861
1. CALL TO ORDER / PLEDGE OF ALLEGIANCE / ROLL CALL
2. SPECIAL
a. National Night Out Against Crime:
PRESENTATIONS
(1) Overview of National Night Out program and Tukwila events.
Chris Partman, Community Po /icing Coordinator.
(2) Recognition of National Night Out Against Crime poster winners.
Wendy Butterworth, Police Records Specialist.
b. Introduction and swearing in of Police Officers Victor Masters and Henry Linehan.
Mike Villa, Police Chief
3. APPOINTMENTS
Equity and Diversity Commission:
Pg.1
a. Confirm the reappointment of Kathy Hougardy to Position #1 on the
Equity and Diversity Commission, with a term expiring July 31, 2017.
b. Confirm the reappointment of Joan Hernandez to Position #3 on the
Equity and Diversity Commission, with a term expiring July 31, 2017.
c. Confirm the reappointment of Nate Robinson to Position #7 on the
Equity and Diversity Commission, with a term expiring July 31, 2017.
d. Confirm the reappointment of Aaron Dragonov to Position #8 on the
Equity and Diversity Commission, with a term expiring July 31, 2017.
4. CITIZEN
At this time, you are invited to comment on items not included on this agenda
COMMENT
(please limit your comments to five minutes per citizen). To comment
on an item listed on this agenda, please save your comments until the issue is
presented for discussion.
5. CONSENT
a. Approval of Minutes: 7/20/15 (RegularMtg.)
AGENDA
b. Approval of Vouchers.
c. Accept as complete the Cascade View Safe Routes to School Project
Pg.5
(contract #14 -129) with R.L. Alia Company; authorize release of
retainage, subject to the standard claim and lien release procedures
(final cost of project: $303,069.94). [Reviewed and forwarded to
Consent by the Transportation Committee on 7120115.]
d. Authorize the Mayor to enter into a 5 -year lease agreement with IIT
Pg.13
Andover DC, LLC, for the Police vehicle evidence storage facility, with a
base rent not to exceed $5,332.00 per month, plus operating costs and
deposits as outlined in the lease. [Reviewed and forwarded to Consent
by the Finance and Safety Committee on 7121115.]
(continued...)
REGULAR MEETING
Monday, August 3, 2015
Page 2
6. UNFINISHED
a. Approval of proposed 2016 Capital Improvement Program (CIP) sheet
Pg.73
BUSINESS
for the Strander Boulevard Extension Phase III project.
b. An ordinance authorizing and providing for the acquisition of interests
Pg.77
in land for the purpose of completing the Tukwila Urban Center
Pedestrian - Bicycle Bridge Project, providing for condemnation,
appropriation, taking of land and property rights necessary therefore;
providing for payment thereof and directing the initiation of appropriate
proceedings in the manner provided by law and for said condemnation.
c. Authorize the Mayor to sign an agreement with Forterra for the
Pg.95
development of the Green Tukwila Partnership 20 -year plan in the
amount of $100,000, with a City contribution of $40,000.
Please refer to 7127115 C. 0. W. packet. Q
Cl. An ordinance amending Ordinance No. 2458, which adopted the City
Pg.97
of Tukwila's Biennial Budget for the 2015 -2016 biennium, to adopt an
amended Biennial Budget.
e. A resolution revising the previously- adopted Financial Reserve Policy to
Pg.107
increase the General Fund reserve level, add a one -time revenue
reserve, and conform the Health Care Fund Reserve Policy to current
practices, and repeal Resolution No. 1774.
7. NEW BUSINESS
S. REPORTS
a. Mayor
b. City Council
c. Staff - City Administrator Report
Pg.115
Cl. City Attorney
e. Intergovernmental
9. MISCELLANEOUS
10. EXECUTIVE SESSION
11. ADJOURNMENT
Tukwila City Hall is wheelchair accessible.
Reasonable accommodations are available at public hearings with advance notice to the
City Clerk's Office (206- 433 -1800 or TukwilaCityClerk @TukwilaWA.gov). This notice is available at
www.tukwilawa.aov, and in alternate formats with advance notice for those with disabilities.
Tukwila Council meetings are audio /video taped.
IL
HOW TO TESTIFY
If you would like to address the Council, please go to the podium and state your name and address clearly for
the record. Please observe the basic riles of courtesy when speaking and limit your comments to five
minutes. The Council appreciates hearing from citizens but may not be able to take immediate action on
comments received until they are referred to a Committee or discussed under New Business.
COUNCIL MEETINGS
No Council meetings are scheduled on the 5th Monday of the month unless prior public notification is given.
Regular Meetings - The Mayor, elected by the people to a four -year term, presides at all Regular Council
Meetings held on the 1 st and 3rd Mondays of each month at 7:00 p.m. Official Council action in the
form of formal motions, adopting of resolutions and passing of ordinances can only be taken at Regular
Council meetings.
Committee of the Whole Meetings - Council members are elected for a four -year term. The Council
President is elected by the Council members to preside at all Committee of the Whole meetings for a
one -year term. Committee of the Whole meetings are held the 2nd and 4th Mondays at 7:00 p.m.
Issues discussed are forwarded to the Regular Council meeting for official action.
GENERAL INFORMATION
At each Council meeting citizens are given the opportunity to address the Council on items that are not
included on the agenda during CITIZENS COMMENTS. Please limit your comments to 5 minutes.
Special Meetings may be called at any time with proper public notice. Procedures followed are the same as
those used in Regular Council meetings.
Executive Sessions may be called to inform the Council of pending legal action, financial, or personnel
matters.
PUBLIC HEARINGS
Public Hearings are required by law before the Council can take action on matters affecting the public interest
such as land -use laws, annexations, rezone requests, public safety issues, etc. Section 2.04.150 of the
Tukwila Municipal Code states the following guidelines for Public Hearings:
The proponent shall speak first and is allowed 15 minutes for a presentation.
2. The opponent is then allowed 15 minutes to make a presentation.
Each side is then allowed 5 minutes for rebuttal.
4. Citizens who wish to address the Council may speak for 5 minutes each. No one may speak a second
time until everyone wishing to speak has spoken.
5. After each speaker has spoken, the Council may question the speaker. Each speaker can respond to the
question, but may not engage in further debate at this time.
6. After the Public Hearing is closed and during the Council meeting, the Council may choose to discuss
the issue among themselves, or defer the discussion to a future Council meeting, without further public
testimony. Council action may only be taken during Regular or Special Meetings.
COUNCIL AGENDA SYNOPSIS
nitials
Meetin ,g Date Prepared by Mayor's review Council review
08/03/15 CT
ITEM INFORMATION
ITEMNO.
3
STAFF SPONSOR: MAYOR HAGGERTON
ORIGINAL AGENDA DATE':
AGENDA ITEM TITLE Equity & Diversity Commission Reappointments
CATEGORY ❑ Discussion
Mtg Date
� Motion
Mtg Date
❑ Resolution
Mtg Date
❑ Ordinance
Mtg Date
❑ Bid Axard
Mtg Date
❑ Public Hearing
Mtg Date
❑ Other
Mtg Date
SPONSOR ❑ Council ® Mayor ❑ HR ❑ DCD ❑ Finance ❑ Fire ❑ IT ❑ P&R ❑ Police ❑ PWl
SPONSOR'S Reappointment of Kathy Hougardy, Joan Hernandez, Nate Robinson and Aaron Dragonov to
SUMMARY the Equity & Diversity Commissiton.
REVIEWED BY ❑ COW Mtg. ❑ CA &P Cmte ❑ F &S Cmte ❑ Transportation Cmte
❑ Utilities Cmte ❑ Arts Comm. ❑ Parks Comm. ❑ Planning Comm.
DATE: N/A COMMITTEE CHAIR: N/A
RECOMMENDATIONS:
SPONSOR /ADMIN. Confirm Reappointments to the Equity & Diversity Commission
COMMPI °TEE N/A
COST IMPACT/ FUND SOURCE
EXPENDITURE REQUIRED AMOUNT BUDGETED APPROPRIATION REQUIRED
Fund Source:
Comments:
MTG. DATE
RECORD OF COUNCIL ACTION
MTG. DATE
ATTACHMENTS
8/03/15
Informational Memorandum dated July 27, 2015
City of Tukwila
6200 Southcenter Boulevard * Tukwila, Washington 98188 Jim Haggerton, Mayor
TO: CITY COUNCIL
FROM: MAYOR HAGGERTON
DATE: JULY 27, 2015
SUBJECT: APPOINTMENTS TO THE EQUITY & DIVERSITY COMMISSION
ISSUE
There are several individuals on the Equity and Diversity Commission whose terms will expire in
the near future. I am recommending reappointment of the existing Commission members as
follows:
Equity & Diversity Commission
The following terms expire July 31, 2015 and I am recommending reappointment of the
commissioners listed below. Their new terms will expire July 31, 2017.
Position #1:
Councilmember Kathy Hougardy.
Position #3:
Joan Hernandez;
Position #7:
Nate Robinson; and
Position #8:
Aaron Dragonov.
RECOMMENDATION
Reappointment of Councilmember Kathy Hougardy, Joan Hernandez, Nate Robinson and Aaron
Dragonov to the Equity Diversity Commission at the August 3, 2015 Council Meeting.
Phone. 206 - 433.1800 * City Hall Fax- 206 -433 1833 * www.tukwilawa.gov
3
El
COUNCIL AGENDA SYNOPSIS
nifialf
Meetin Dal, Pre .ptired by_ Mayors re ex Council review
08/03/15 BG C'6
ITEM INFORMATION
ITEM NO.
5-C.
CAS NUMBER:
I STAFF SPONSOR: BOB GIBERSON
I ORIGINAL. AGI,"Nl),kDIl'I'l,": 08/03/15
AGENDA ITEM TITLE, Cascade View Elementary Safe Routes to School Project
Project Completion and Acceptance
C ATE� G 0 R Y ❑ Discussion
Mtg Date
Z Motion
Mtg Date 08103115
❑ Resolution
Mtg Date
❑ Ordinance
Mt
,g Date
F-1 Bid Award
Mtg Date
E:1 Public Hearing
Mtg Date
F Other
Mtg Date
SPONSOR ❑ Council ❑ Major ❑ HR ❑ DCD ❑ Finance ❑ Fire E]IT ❑ P&R ❑ Police Z PW
SPONSOR'S The contract with R.L. Alia Company of Renton, WA is complete for the Cascade View
SUNIMIkRY Elementary Safe Routes to School Project. This contract built an asphalt pedestrian trail to
connect 32nd Ave S with S 140th St through Cascade View Elementary School and Riverton
Park United Methodist Church. Two change orders were issued and unit price over-runs
totaled $23,956.94. Council is being asked to accept and finalize the contract with R.L. Alia
in the amount of $303,069.94.
RjVILWED BY COW Mtg. ❑ CA&P Cmte ❑ F&S Cmte ❑ Transportation Cmte
❑ Utilities Cmte ❑ Arts Comm. ❑ Parks Comm. ❑ Planning Comm.
DATE: 07/20/15 COMMITTEE CHAIR: JOE DUFFIE
RECOMMENDATIONS:
SPONSOR/ADMIN. Public Works
CoMmIT"'I"' Unanimous Approval; Forward to Regular Consent Agenda
COST IMPACT / FUND SOURCE
Expi,"NDrrum,' Rj3QUIRI1''D AMOUNT BUDGETED APPROPRIATION REQUIRED
$303,069.94 $320,979.95 $0.00
Fund Source: 103 RESIDENTIAL STREETS (PAGE 3, 2015 CIP)
Comments:
MTG. DATE
RECORD OF COUNCIL ACTION
08/03/15
�MTG.DATE
ATTACHMENTS
08/03/15
Informational Memorandum dated 07/17/15
State of WA Depart of Revenue Notice of Completion 14-129
Minutes from the Transportation Committee meeting of 07/20/15
5
City of Tukwila
Jim Haggerton, Mayor
INFORMATIONAL MEMORANDUM
TO: Mayor Haggerton
Transportation Committee
FROM: Bob Giberson, Public Works Director Ze
BY: Peter Lau, Senior Program Manager
DATE: July 17, 2015
SUBJECT: Cascade View Elementary Safe Routes to School Project
Project No. 91210301, Contract No. 14 -129
Project Completion and Acceptance
ISSUE
Accept construction contract as complete and authorize release of retainage.
BACKGROUND
The Notice to Proceed for Contract No. 14 -129 with R.L. Alia Company of Renton, Washington was issued on
September 22, 2014 for the Cascade View Elementary Safe Routes to School (SRTS) Project. The Cascade
View SRTS construction project built roughly 900 linear feet of asphalt pedestrian trail to connect 32nd Ave
South with S 1401h St, through the Cascade View Elementary School and Riverton Park United Methodist
Church properties. Other project improvements included asphalt pavement removal, grading, storm drainage
improvements, new curb, installation of a water quality treatment system, and property restoration.
DISCUSSION
The Cascade View SRTS Project was physically completed on February 23, 2015. Two change orders were
executed for additional soil excavation in order to eventually install 3 new luminaires and for a contract time
extension.
FINANCIAL IMPACT
The Cascade View SRTS construction budget was $320,979.95. Unit price over -runs were mainly due to native soil
that was saturated with rain water in the winter and required additional crushed surfacing base course for grading
instead of using the saturated soil. Retainage is being held by the City for this project in the amount of $15,153.50.
Expenses
Construction Contract Amount $279,113.00
Change Order Nos. 1 & 2 21,571.00
Unit Price Over -runs 2,385.94
Total Contract and Budget $303,069.94
RECOMMENDATION
Council is being asked to formally accept the Cascade View Safe Routes to School construction contract as
complete and authorize the release of retainage, subject to standard claim and lien release procedures, with
R.L. Alia Company in the final amount of $303,069.94 and to consider this item on the Consent Agenda at the
August 3, 2015 Regular Council Meeting.
Attachment: Notice of Completion
WAPW Eng \PROJECTS\A- RW & RS Projects \Safe Routes to School - Cascade View (91210301) \Construction\ #.700 - Post Construction & Closeout \Info Memo Close out RL Alia 7 -17 -15 gl - sb.docx
7
, WrAr4• oA
yam.
NOTICE OF COMPLETION OF PUBLIC WORKS CONTRACT
Contractor's UBI Number: 600149378
Date: May 18, 2015
Name &'- Address of Public Agency D`epartmenf.Use (
City of Tukwila Assigned to:
6200 Southcenter Boulevard
Tukwila, WA 98188 Date Assigned:
UBI Number: 179 000 208
Notice is herebv i;iven relative to the completion of contract or project described below
Project Name
Contract Number
Job Order Contracting
Cascade View Elementary Safe Routes to School Project #91210301
14 -129
❑ Yes X No
Description of Work Done /Include Jobsite Address(es)
Construction of roughly 900 linear feet of asphalt pedestrian trail to connect 32nd Avenue South with South 140th Street, through Cascade View Elementary
School and Riverton Park United Methodist Church properties. Items of work include but are not limited to asphalt pavement removal, grading, asphalt paving,
storm drainage work, water quality treatment system installation, curb installation, property restoration, and other work necessary to complete the Work as
specified and shown in the Contract Documents. Affidavit ID for R.L. Alia Company is 575790.
Federally funded road transportation project? ❑ Yes No
Contractor's Name
Telephone Number
R,L. Alia Company
1425-226-8100
Contractor Address
107 Williams Avenue South, Renton, WA 98057
If Retainage is Bonded, List Surety's Name (or attach a copy)
N /A.
Surety Agent's Address
N /A.
Date Contract Awarded
Date Work Commenced
Date Work Completed
Date Work Accepted
August 18, 2014
1 September 22, 2014
February 23, 2015
NOTE: These two totals must be equal
Contract Amount
$
279,113.00
Hot Mix Pavers
Additions ( +)
$
23,956.94 Liquidated Damages $
0.00
Reductions ( -)
$
0.00 Amount Disbursed $
287,916.44
Sub -Total
$
303,069.94 Amount Retained $
15,153.50
Amount of Sales Tax Paid at 0.0%
(If various rates apply, please send a breakdown)
$
0.00
.-- - TOTAL
$
303,069.94 TOTAL $
303,069.94
NOTE: These two totals must be equal
Please List all Subcontrac rs Below:
Subcontractor's Name:
UBI Number:
Affidavit ID (if known)
Hot Mix Pavers
600 310 693
575792
Apply A Line, Inc.
600 553 941
567678
American Surveying and Engineering
603 226 051
569308
F215- 038 -000 08 -2011
REV 31 0020e (08/25/11)
Continued on page 2
ej`'w
Please List all Subcontractors Below:
Subcontractor's Name: UBI Number: Affidavit ID (if known)
Comments:
Contact Name: Diane Jaber Title: Fiscal Specialist
Email Address: Diane.Jaber @TukwilaWA.gov Phone Number: (206) 433 -i87i xlbtl
Note: The Disbursing Officer must submit this completed notice immediately after acceptance of the work done under this contract.
NO PAYMENT SHALL BE MADE FROM RETAINED FUNDS until receipt of all release certificates.
Submitting Form: Please submit the completed form to all three agencies below. For a faster response, please submit by e -mail.
Washington State
Department of Revenue
i Public Works Section
PO Box 47474
Olympia WA 98504 -7474
(360)725 -7588
FAX (360) 6644159
PWC @dor.wa.gov
Washington State
' Department of Labor and Industries
Contract Release
PO Box 44274
Olympia, WA 98504 -4272
(360)902 -4754
FAX (360) 902 -6897
ContractRelease@lni.wa.gov
/1= Washington State
Employment Security Department
Specialized Collections Unit
PO Box 9046
Olympia WA 98507 -9046
(360) 902 -9780
Fax (360) 902 -9267
publicworks@esd.wa.gov
For tax assistance or to request this document in an alternate format, visit http: / /dor.wa.gov or call 1- 800 - 647 -7706.
Teletype (TTY) users may call (360) 705 -6718.
F215- 038 -000 08 -2011
REV 31 0020e (08/25/11)
W
City Of Tukwila
• Transportation Committee
Q
TRANSPORTATION COMMITTEE
Meeting Minutes
July 20, 2015 — 5:15 p.m. — Foster Conference Room, 6300 Building
Councilmembers: Joe Duffie, Chair; Allan Ekberg, Kathy Hougardy
Staff: David Cline, Bob Giberson, Robin Tischmak, Peter Lau, Peggy McCarthy, Gail
Labanara, Laurel Humphrey,
CALL TO ORDER: Committee Chair Duffie called the meeting to order at 5:15 p.m.
I. PRESENTATIONS
11. BUSINESS AGENDA
A. Strander Boulevard Extension Phase III — Proposed 2016 Capital Improvement Program Page
Staff is seeking Council approval of a proposed CIP summary sheet for the Strander
Boulevard Extension Phase III Project. The page has been revised to reflect amounts for
various grant funding, such as the TIGER 2015 grant that was applied for in June. The
proposed CIP page also shows $2 million in City funds spent in 2016. This $2 million, to be
used for design, right-of-way, and wetland mitigation, will be required regardless of any future
funding and lays the groundwork to show the City's commitment to this project. UNANIMOUS
APPROVAL. FORWARD TO JULY 27, 2015 COMMITTEE OF THE WHOLE.
B. Proiect Comr)letion: Cascade View Elementary Safe Routes to School
Staff is requesting Council approval of project completion and release of retainage to R.L. Alia
Company in the amount of $303,069.94 for the Cascade View Safe Routes to School Project.
The project constructed approximately 900 linear feet of asphalt pedestrian trail to connect 32nd
Avenue South with South 140th Street, and was physically completed on February 23, 2015.
Two change orders were executed, and the total budget was $320,979.95. UNANIMOUS
APPROVAL. FORWARD TO AUGUST 3, 2015 REGULAR CONSENT AGENDA.
Ill. SCATBd
Councilmember Hougardy noted highlights from the June 16 meeting including briefings on the 1-405
Express toll lanes, Sound Transit, and the SCATBd letter to King County Metro regarding park and ride
lots.
IV. MISCELLANEOUS
Councilmember Duffie noted that WSDOT is offering to certain drivers with unpaid tolls the opportunity
to waive penalties by paying their outstanding toll balance in full.
Update on 42nd Avenue South/South 160"1 Street Intersection
As follow up to the November 24, 2014 Committee discussion, staff has confirmed that SeaTac has
no current or long-range plans to construct improvements to the southern corners of this intersection.
As part of the 42nd Avenue South Phase Ill project, Tukwila will transition the new ADA ramps to the
existing asphalt shoulders in the northern corners.
11
12
COUNCIL AGENDA SYNOPSIS
---------------------------------- ---------------------------------
Meetin_o Date Prepared by Mayor's re Council review
08/03/15 BG
ITEM NO.
5.D.
I
13
STAFF' SPONSOR: BOB GiBERSON
I ORIGINAL A(iE'NDAD,vi'll,': 08/03/15
AGENDA ITEM Trrj.i�, Police Department Vehicle Evidence Storage 5-Year Lease
with Industrial Income Trust (IIT Andover DC, LLC)
Cxn",(-.oRy ❑ Discussion
Mt g Date
Z Motion
MtS Date 08103115
❑ Resolution
At g Date
F-1 Ordinance
MtS Date
F-1 BidAward
AR g Date
❑ Public Hearing
Mt
,g Date
0 Other
Mt
,g Date
SPONSOR ❑ Council ❑ Mayor ❑ HR ❑ DCD E] Finance ❑ Fire E]IT ❑ P&R ❑ Police Z PWI
SPONSOR'S Current Police vehicle evidence storage facilities do not meet state standards, are a health
SUMNL RY and safety risk to staff, and are severely insufficient in capacity to meet storage needs. The
lease for this warehouse space has a drive-in accessible ramp, concrete floors, and will be
adequate to secure all impounded vehicles. Current Police storage areas will be vacated
that include Old Fire Station #53, George Long, and Minkler. Council is being asked to
formally approve the 5-year lease with IIT Andover DC, LLC for 571 Strander Blvd.
RiwIEWT"D BY ❑ cow Mtg. ❑ CA&P Cmte Z F&S Cmte ❑ Transportation Cmte
F-1 Utilities Cmte ❑ Arts Comm. ❑ Parks Comm. ❑ Planning Comm.
DATE: 07/21/15 COMMITTEE CHAIR: KATHY HOUGARDY
RECOMMENDATIONS:
SPONSOR /ADMIN. Police and Public Works Departments
CONINIF1'1'E'E' Unanimous Approval; Forward to Regular Consent Agenda
COST IMPACT / FUND SOURCE
ExPEINDITURE Ri?IQUIRFD AMOUNT BUDGETED APPROPRIATION REQUIRED
$$6,240/month $50,000.00 $0.00
Fund Source: POLICE 000.10
Comments:
MTG. DATE
RECORD OF COUNCIL ACTION
08/03/15
MTG. DATE
ATTACHMENTS
08/03/15
Informational Memorandum dated 07/17/15 (revised after F&S 7/27/15)
Lease Agreement
Minutes from the Finance & Safety Committee Meeting of 07/21/15
13
14
City of Tukwila
Jim Haggerton, Mayor
INFORMATIONAL MEMORANDUM
TO: Jim Haggerton, Mayor
Finance and Safety Committee
From: Mike Villa, Police Chief
Bob Giberson, Public Works Director 98
Date: July 17, 2015 (revised 7/27/15)
Subject: Police Department Vehicle Evidence Storage
ISSUE
Approve a lease for Police Department Vehicle Evidence Storage at 571 Strander Boulevard.
BACKGROUND
Current Police evidence storage facilities do not meet state standards, are a health and safety risk to
staff, and are severely insufficient in capacity to meet storage needs. Several sites throughout the City
are being used for Police evidence storage, including: the rear garage at Old Fire Station 53, the outdoor
fenced yard west of the George Long Shop, and a gated bay at the Minkler Shop. In summary the
primary issues with these existing storage areas are: lack of security and separation; lack of
environmental protection; and no facility exists to store biohazard or chemicals To provide suitable
storage space in a secure location, the City needs at least 8,000 square feet of warehouse space. A
number of spaces are available, but include a large proportion of office space which almost doubles the
lease rate. Recently a 10,000 square foot space opened up on Strander Boulevard in the Andover
Distribution Center (see attached brochure). The negotiated lease rate for 2015 is $4,700.00 with the first
3 months at no charge. The lease rate does not include the "triple net" share of the buildings power,
security, water and sewer. The triple net charge is expected to run about $0.164 per month or
approximately $1,640. For 2017 -18, the budget will need to increase to $80,000 plus annual rent
increases.
DISCUSSION
This proposed warehouse space has a drive -in accessible ramp to the concrete warehouse floor, which is
ideal for tow truck or flatbed delivery of evidence vehicles. The 200 foot by 50 foot space is adequate for
all vehicle storage needs. Minor improvements need to be accomplished in order to secure impounded
vehicles, including chain link fence /gates, alarm system, additional lighting and related work. This lease
will allow the orderly vacation of the above mentioned storage areas and allow for the surplussing of Old
Fire Station 53 after other storage uses are accommodated throughout the City.
FISCAL IMPACT
Police has budgeted $50,000 for a leased storage facility. At the negotiated lease rate, the budget will
have to be increased 3% per year for the duration of the 5 -year lease.
RECOMMENDATION
The Council is being asked to approve the lease agreement with IIT Andover DC, LLC, for the 571
Strander Boulevard, Suite H2 warehouse space and authorize the Mayor to sign the lease and consider
this item on the Consent Agenda at the August 3, 2015 Council Meeting.
Attachment: Proposed 571 Strander Blvd, Suite H2 Lease Agreement
15
16
3 INDUSTRIAL
INCOME TRUST"
LEASE AGREEMENT
(MULTI - TENANT)
by and between
IIT Andover DC, LLC,
a Delaware limited liability company
"Landlord"
and
The City of Tukwila
"Tenant"
Premises: 571 Strander Blvd., Tukwila, WA 98188
Project: Andover Distribution Center
Dated: July , 2015
DCAPDX_1792921_v4
17
TABLE OF CONTENTS
Page
ARTICLE I BASIC PROVISIONS AND CERTAIN DEFINITIONS .......................................... ..............................1
ARTICLE II GRANTING CLAUSE ............................................................................................. ..............................3
ARTICLE III DELIVERY OF PREMISES; RELOCATION OF PREMISES ............................. ..............................3
ARTICLE IV BASE RENT ........................................................................................................... ..............................4
ARTICLE V PERMITTED USE; TENANT'S FINANCIAL STATEMENTS ............................. ..............................4
ARTICLE VI TENANT'S RESPONSIBILITY FOR TAXES, OTHER REAL ESTATE CHARGES AND
INSURANCE EXPENSES ................................................................. ..............................5
ARTICLEVII COMMON AREA ................................................................................................. ..............................6
ARTICLE VIII RULES AND REGULATIONS ........................................................................... ..............................9
ARTICLE IX PROVISIONS APPLICABLE TO ALL RENTS .................................................... ..............................9
ARTICLE X USE AND CARE OF PREMISES .......................................................................... .............................10
ARTICLE XI MAINTENANCE AND REPAIR OF PREMISES ................................................ .............................12
ARTICLE XII ALTERATIONS ................................................................................................... .............................13
ARTICLE XIII LANDLORD'S RIGHT OF ACCESS ................................................................. .............................14
ARTICLE XIV SIGNS; EXTERIOR OF PREMISES .................................................................. .............................15
ARTICLE XV UTILITIES ........................................................................................................... .............................15
ARTICLE XVI INSURANCE COVERAGES ............................................................................. .............................16
ARTICLE XVII WAIVER OF LIABILITY; MUTUAL WAIVER OF SUBROGATION ......... .............................17
ARTICLE XVIII DAMAGES BY CASUALTY .......................................................................... .............................18
ARTICLE XIX EMINENT DOMAIN .......................................................................................... .............................19
ARTICLE XX ASSIGNMENT AND SUBLETTING ................................................................. .............................20
ARTICLE XXI SUBORDINATION; ATTORNMENT; ESTOPPELS ....................................... .............................21
ARTICLE XXII ENVIRONMENTAL MATTERS/HAZARDOUS MATERIALS .................... .............................22
ARTICLE XXIII DEFAULT BY TENANT AND REMEDIES .................................................. .............................24
ARTICLE XXIV LANDLORD'S CONTRACTUAL SECURITY INTEREST .......................... .............................29
ARTICLE XXV HOLDING OVER ............................................................................................. .............................29
ARTICLEXXVI NOTICES ......................................................................................................... .............................30
ARTICLE XXVII SECURITY DEPOSIT .................................................................................... .............................30
ARTICLE XXVIII COMMISSIONS ............................................................................................ .............................31
ARTICLE XXIX LAWS AND REGULATIONS ........................................................................ .............................31
ARTICLEXXX MISCELLANEOUS ........................................................................................ ...............................
32
List of Exhibits
Exhibit A (The Premises); Exhibit B (The Project); Exhibit C (Move -Out Standards); Exhibit D (Rules and
Regulations); Exhibit E (Form of Hazardous Materials Disclosure Certificate); Exhibit F (Commencement Date
Certificate); Exhibit G(Option to Extend Addendum); Exhibit H (Improvement Addendum)
DCAPDX_1792921_v4
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LEASE AGREEMENT
(Multi- Tenant)
ARTICLE I
BASIC PROVISIONS AND CERTAIN DEFINITIONS
1.1 Definitions. The following list sets out certain defined terms and certain financial and other
information pertaining to this Lease Agreement (this "Lease "):
(a) "Landlord ": IIT Andover DC, LLC, a Delaware limited liability company
(b) Landlord's notice address:
c/o Industrial Income Trust Inc.
Attn: Scott Recknor, SVP — Asset Management
51.8 17`h Street, Suite 1700
Denver, Colorado 80202
With a copy to:
c/o Industrial Income Trust Inc.
Attn: Jonathan Linker, Senior Real Estate Counsel
518 17th Street, Suite 1700
Denver, Colorado 80202
(c) "Tenant ": The City of Tukwila
(d) Tenant's notice address:
6200 Southcenter Boulevard
Tukwila, Washington 98188
Attn: City Clerk
(e) "Premises ": that portion of the Building containing approximately 10,000 leasable square
feet in area, as described or shown on Exhibit A attached to this Lease and commonly known as 571 Strander Blvd.,
Building A, Tukwila, WA 98188. Any statement of square footage set forth in this Lease or that may have been
used in calculating Base Rent, Tenant's Proportionate Share and /or Operating Costs is an approximation which
Landlord and Tenant agree is reasonable, and the Base Rent and Tenant's Proportionate Share based thereon are not
subject to revision whether or not the actual square footage is more or less.
(f) "Building ": 569 -581 Strander Blvd., Building A, Tukwila, WA 98188 consisting of
approximately 81,225 square feet.
(g) "Project ": Landlord's property located at 551 -581 Strander Blvd. in the City of Tukwila,
State of Washington, consisting of approximately 162,885 square feet of rentable area, which property is described
or shown on Exhibit B attached to this Lease. With regard to Exhibit B, the parties agree that Exhibit B is attached
solely for the purpose of locating the Building and the Premises within the Project and that no representation,
warranty, or covenant is to be implied by any other information shown on Exhibit B (i.e., any indication as to
existing or future buildings, access, tenants or prospective tenants, etc., is subject to change at any time).
(h) "Tenant's Proportionate Share ": Tenant's Proportionate Share of the Project shall be a
fraction, the numerator of which is the total floor area (all of which is deemed "leasable ") in the Premises and the
denominator of which is the total leasable floor area of all buildings in the Project at the time when the respective
charge was incurred. Tenant's Proportionate Share of the Building shall be a fraction with the same said numerator,
but the denominator of which shall be the total leasable floor area of the Building at the time when the respective
charge was incurred. As of the date of this Lease: (a) the total floor area of the Premises shall be as provided for in
Section 1.1(e); (b) the total leasable floor area of all buildings in the Project shall be as provided for in
Section 1.1(fl; (c) the Tenant's Proportionate Share of the Project shall be 6.14% subject to adjustment as provided
below, and (d) the Tenant's Proportionate Share of the Building shall be 12.31% subject to adjustment as provided
below. At such time, if ever, any space is added to or subtracted from the Premises and /or the Building or any of the
DCAPDX_1792921_v4
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buildings in the Project, or if buildings are added to or removed from the Project, the Tenant's Proportionate Share
shall be adjusted accordingly. Landlord's system for measurement of total leasable floor area shall be as determined
by Landlord.
(i) "Permitted Use ": as defined in Section 5.1 of this Lease.
0) "Lease Term ": Commencing on September 1, 2015 (the "Commencement Date ") and
continuing until 5:00 p.m. on December 31, 2020 (the "Expiration Date "). At the request of Landlord, Tenant shall
execute and deliver to Landlord on or after the Commencement Date a completed certificate in substantially the
form attached hereto as Exhibit F (the "Commencement Date Certificate "). If the Commencement Date does not
occur on the first day of a calendar month, then for purposes of Rent payments, "month 1" shall commence on the
Commencement Date and shall end at the conclusion of the last calendar day of the following calendar month (for
example, if the Commencement Date is February 10th, then "month 1" in the Rent chart would begin on February
10th and would end upon the conclusion of business on March 31st). And in such event the Rent for "month 1"
shall be pro -rated based on the actual number of days in such "month 1 "; and the balance of any Base Rent
abatement (or free rent) for "month 1 ", if any, shall be credited to the first calendar month in which Tenant is
actually required to pay Base Rent (for example, if Tenant is entitled to five (5) months of Base Rent abatement and
the Commencement Date occurs on February 10th, then a Base Rent abatement equal to nine (9) days shall be
credited for the month of July).
(k) "Option Period ": Landlord hereby grants to Tenant one (1) option to extend the term of
this Lease for sixty (60) months, commencing when the prior term expires, as more particularly set forth in Exhibit
G attached hereto.
(1) "Base Rent ": Base Rent shall be the sum of the amounts set forth below and shall be paid
as follows during the respective months of the Lease Term:
Period
Base Rent/Year
Base Rent/Month
1 through 3
$0.00
$0.00
4 through 12
$55,200.00
$4,600.00
13 through 24
$56,856.00
$4,738.00
25 through 36
$58,560.00
$4,880.00
37 through 48
$60,312.00
$5,026.00
49 through 60
$62,124.00
$5,177.00
61 through 63
$63,984.00
$5,332.00
(m) Estimated Monthly Payment. The following table is provided as an estimate of Tenant's
initial monthly payment broken down into its components and this table does not reflect any taxes, if applicable, that
apply to such payments. Tenant acknowledges that the estimates contained in this table do not supersede the
specific provisions contained elsewhere in this Lease and may be adjusted annually or more often by Landlord as
provided for in Article IX below.
Base Rent
$4,600.00
Estimate for Initial Operating Costs $700.00
(Section 7.4)
Estimate for Initial Real Estate Charges $900.00
(Article VI)
Estimate for Initial Insurance Expenses $40.00
(Article VI)
ESTIMATED TOTAL INITIAL MONTHLY PAYMENT $6,240.00
(n) "Prepaid Rent ": $6,240.00 being an estimate of the Base Rent plus Tenant's obligations
for Operating Costs, Real Estate Charges and Insurance Expenses for the first full month of the Lease Term plus a
prorated amount for any partial month between the Commencement Date and the first day of such first full month, if
DCAPDX_1792921_v4
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the Commencement Date is not the first day of a calendar month, such Prepaid Rent being due and payable upon
execution of this Lease.
(o) "Security Deposit ": $6,972.00 such Security Deposit being due and payable upon
execution of this Lease and being subject to the applicable provisions of Section 23.8 and Article XXVII of this
Lease.
(p) "Rent ": as defined in Section 9.1 of this Lease.
1.2 Address for Rent Payments: All amounts payable by Tenant to Landlord shall, until further
notice from Landlord, be paid to IIOP dba IIT Andover DC LLC pursuant to the following instructions:
If by Wire Transfer:
Account Name: IIOP dba IIT Andover DC LLC
Financial Institution: Wells Fargo, N.A.; Denver, CO
ABA Number: 121000248
Account Number: 4125776146
Reference: Property Number - 509201 — IIT Andover DC LLC
If by check:
Account Name: IIOP dba IIT Andover DC LLC
Address: IIOP dba IIT Andover DC LLC
ATTN: Katie Pierson
518 17`h St., Suite 1700
Denver, CO 80202
Reference: Property Number - 509201 — IIT Andover DC LLC
ARTICLE II
GRANTING CLAUSE
2.1 Grant and Acceptance. Landlord leases the Premises to Tenant and Tenant accepts the Premises
from Landlord for the Lease Term, upon and subject to the terms and conditions set forth in this Lease.
ARTICLE III
DELIVERY OF PREMISES; RELOCATION OF PREMISES
3.1 Acceptance of Premises. Except to the extent modified by Landlord's express assumption of
construction obligations, if any, in an exhibit attached to this Lease, the Premises are leased "AS IS," with Tenant
accepting all defects, if any; and Landlord makes no warranty of any kind, express or implied, with respect to the
Premises (without limitation, Landlord makes no warranty as to the habitability, fitness or suitability of the Premises
for a particular purpose, nor as to compliance with any laws, rules or regulations, nor as to the absence of any toxic
or otherwise hazardous substances. Landlord represents it has received no written notice that, as of the date of this
Lease, the Premises are not in compliance with any law, rule or regulation including laws, rules or regulations
relating to toxic or hazardous substances. Tenant's liability for hazardous substances shall be limited as provided in
Section 22.7). This Section 3.1 is subject to any contrary requirements under applicable law; however, in this
regard, Tenant acknowledges that it has been given the opportunity to inspect the Premises and to have qualified
experts inspect the Premises prior to the execution of this Lease.
3.2 Delay in Delivery. If this Lease is executed before the Premises become vacant, or if any present
tenant or occupant of the Premises holds over, and Landlord cannot acquire possession of the Premises prior to the
Commencement Date of this Lease, as above defined, Landlord shall not be deemed to be in default under this
Lease; and in such event, Tenant agrees to accept possession of the Premises at such time as Landlord is able to turn
over possession of the same to Tenant. If Landlord utilizes the provisions of this Section 3.2, the Commencement
Date (and Lease Term) shall be extended day- for -day for each day during which Landlord is unable to turn over
possession of the Premises to Tenant.
DCAPDX_1792921_v4
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3.3 Relocation. In the event Landlord determines it necessary to utilize the Premises for other
purposes during the Lease Term, Tenant agrees to relocate to other space located within the Project, provided such
other space is of equal or larger size than the Premises or, at Tenant's option, to other space which is not less than
90% of the square footage of the Premises. Landlord shall give Tenant at least sixty (60) days' written notice of any
such relocation. Landlord shall pay all reasonable documented out -of- pocket expenses of any such relocation,
including the expenses of moving and reconstruction of all Tenant - furnished and Landlord- furnished improvements,
but not including any component for revenues which may be lost during the relocation. In the event of such
relocation, this Lease shall continue in full force and effect without any change in the terms or other conditions, but
with the new location substituted for the old location set forth in Section 1.1(e) of this Lease.
ARTICLE IV
BASE RENT
4.1 Base Rent. Tenant shall pay to Landlord Base Rent in monthly installments in the amount(s)
specified in Section 1.1(k) of this Lease. The first such monthly installment shall be due and payable on or before
the date of execution of this Lease (as stated in Section 1.1(n) of this Lease), and subsequent installments shall be
due and payable on or before the first day of each calendar month during the Lease Term.
ARTICLE V
PERMITTED USE; TENANT'S FINANCIAL STATEMENTS
5.1 Permitted Use of Premises. The Premises shall be used only for Police Department evidence
storage and may be used for the receiving, storage, distribution, and sale (at wholesale only) of materials, goods,
products and merchandise made or distributed by Tenant and for such other lawful purposes as are incidental
thereto. Tenant's use of the Premises is further subject to Article X of this Lease and to all other provisions hereof.
Tenant acknowledges that the specification of a "permitted use" means only that Landlord has no objection to the
specified use and does not include any representation or warranty by Landlord as to whether or not such specified
use complies with applicable laws and /or requires special governmental permits. In this regard, Tenant
acknowledges that Section 1.16) of this Lease is subject to Sections 3.1 and 10.5 of this Lease.
5.2 Tenant Financial Statements. Tenant shall, within ten (10) days after a request from Landlord,
deliver to Landlord such financial statements as are reasonably required by Landlord to verify the net worth of
Tenant, or an affiliate or parent company of Tenant as Landlord may request. Tenant represents and warrants to
Landlord that all such financial statements provided in connection with this Lease including, without limitation, any
that have been provided prior to the date of this Lease, are true, complete and correct as of the date thereof. Tenant
further agrees to cooperate with any request by Landlord for Tenant's written permission or other cooperation in
connection with Landlord's obtaining a credit report or similar information regarding Tenant and /or Tenant's
principals, if any, from third -party sources; and in this regard, Tenant, to the maximum extent permitted by
applicable law, hereby waives any obligations to Tenant which Landlord may otherwise have with regard to
Landlord's seeking and /or obtaining any such third -party reports or information. Landlord anticipates that its request
for the additional information prescribed in this Section 5.2 will be limited either to a potential sale or financing of
the Building or of all or a portion of the Project or to Landlord's concern as to the continuing financial ability of
Tenant to perform its obligations under this Lease. Tenant acknowledges and agrees that any financial statements
submitted by Tenant to Landlord at any time in connection with this Lease are being relied upon by Landlord in
entering into this Lease and extending any credit to Tenant and, to the extent that such financial statements, or any
financial statements provided by Tenant to landlord subsequent to the execution of this Lease, are materially false or
incorrect, it shall be deemed a Tenant default, and Landlord, upon or after discovery of such, may terminate this
Lease or pursue any other applicable default remedies set forth in this Lease. Further, Landlord specifically reserves
all rights it may have to object to a discharge or reorganization by Tenant in any bankruptcy proceeding filed by or
against Tenant based upon such materially false or incorrect financial statements.
5.3 Confidentiality; Marketing Materials. Landlord shall use good faith efforts to keep confidential
all non - public financial statements supplied by Tenant; provided, however, that Landlord has the right to reveal such
information to mortgagees, prospective purchasers and prospective mortgagees (and their respective agents) and to
DCAPDX_1792921_v4
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4
Landlord's managers, officers, personnel, affiliates, partners, directors, advisors, accountants, attorneys, members,
and consultants, and as may be required by law, including, without limitation, securities regulations, or by legal
process; and, provided further, that Landlord and Landlord's affiliates have the right to include, disclose, or
otherwise publicize Tenant's name as one of Landlord's or Landlord's affiliates' tenants in any of Landlord's
marketing materials, press releases, presentations, or other disclosures. The following materials and information are
not considered "non- public financial statements" for purposes of this Lease and will not be subject to the restrictions
set for in the preceding sentence: (i) information which is or becomes generally available to the public other than as
a result of a wrongful disclosure by Landlord; (ii) information which reasonably can be demonstrated to be known to
Landlord prior to its disclosure by Tenant hereunder; (iii) information which becomes available to Landlord on a
non - confidential basis from sources other than Tenant; and (iv) information which Landlord may be compelled to
disclose by court order or applicable law.
ARTICLE VI
TENANT'S RESPONSIBILITY FOR TAXES,
OTHER REAL ESTATE CHARGES AND INSURANCE EXPENSES
6.1 Personal Property. Tenant shall be liable for all taxes levied against personal property and trade
fixtures placed by Tenant in the Premises. 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 liable under
this Section 6.1.
6.2 Real Estate Charges and Insurance Expenses. Tenant shall also be liable for Tenant's
Proportionate Share of all Real Estate Charges (as defined below) and Insurance Expenses (as defined below)
related to the Project or Landlord's ownership of the Project. All payments for which Tenant is liable pursuant to
this Article VI shall be considered for all purposes to be Additional Rent (as defined in Section 9.1 below) under this
Lease and shall be payable as provided for under Article IX. "Real Estate Charges" shall include ad valorem taxes,
general and special assessments, improvement bond or bonds, levy or tax, parking surcharges, any tax or excise on
rents, any franchise or gross margins or receipt tax, any tax or charge for governmental services (such as street
maintenance or fire protection), any tax, exaction or other charge imposed in connection with the ownership,
operation, leasing or use of the Project, any tax or charge which replaces or is in addition to any of such above -
described Real Estate Charges, any tax or charge which is implemented after the date of this Lease and is reasonably
determined by Landlord to have been assessed in lieu of the whole or part of any of such above - described Real
Estate Charges, and any fees paid by Landlord to consultants, attorneys and other professionals who monitor,
negotiate and /or contest any or all above - described Real Estate Charges; provided, however, to the extent practical,
Landlord shall use reasonable efforts to notify Tenant of any negotiation and /or contest of Real Estate Charges and
allow Tenant an opportunity to consult with Landlord on such matters, and that Real Estate Charges shall not be
deemed to include any capital stock, estate, inheritance or general income tax. "Insurance Expenses" shall include
all premiums and other expenses incurred by Landlord for liability (including umbrella) insurance, property
insurance and business interruption insurance (including, without limitation and to the extent deemed appropriate by
Landlord, environmental coverage, pollution coverage, mold coverage, terrorism coverage and whatever other
special coverages and /or endorsements that Landlord, in Landlord's reasonable discretion, may from time to time
consider appropriate in connection with Landlord's ownership, management or operation of the Project). Landlord
shall have the right to reduce or terminate any such insurance or coverage at any time.
6.3 Separate Assessments. Landlord may, if Landlord deems it appropriate to do so, attempt to
obtain separate assessments for Tenant's obligations pursuant to Section 6.1 and, with respect to Section 6.2, for
such of the Real Estate Charges as are readily susceptible of separate assessment; and if Landlord does attempt to so
obtain separate assessments, Tenant shall cooperate with Landlord's efforts. To the extent of a separate assessment,
Tenant agrees to pay such assessment before it becomes delinquent and to keep the Premises free and clear from any
liens or attachments; moreover, as to all periods of time during the Lease Term, this covenant of Tenant shall
survive the termination of this Lease.
DCAPDX_1792921_v4
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6.4 Right to Contest. Tenant agrees that, as between Tenant and Landlord, Landlord has the sole and
absolute right to contest taxes levied against the Premises and the Project (other than taxes levied directly against
Tenant's personal property within the Premises). Accordingly, Tenant, to the maximum extent permitted by law,
irrevocably waives any and all rights that Tenant may have to receive from Landlord a copy of notices received by
Landlord regarding the appraisal or reappraisal, for tax purposes, of all or any portion of the Premises or the Project.
Additionally, Tenant, to the maximum extent permitted by law, hereby assigns to Landlord any and all rights of
Tenant to protest or appeal any governmental appraisal or reappraisal of the value of all or any portion of the
Premises or the Project. To the maximum extent permitted by law, Tenant agrees that it will not protest or appeal
any such appraisal or reappraisal before a governmental taxing authority without the express written authorization of
Landlord.
6.5 Adiustment of Prorated Amounts. At such time as Landlord has reason to believe that at some
time within the immediately succeeding twelve (12) month period Tenant will owe Landlord any amounts pursuant
to one or more of the preceding sections of this Article VI, Landlord may direct that Tenant prepay monthly a pro
rata portion of the prospective future payment as provided for in Article IX which amount may be adjusted by
Landlord from time to time. In the event Landlord determines that the total of the monthly payments pursuant to
this Section 6.5 for any appropriate period is not equal to the total of payments required from Tenant for either Real
Estate Charges or Insurance Expenses, or both, pursuant to previous sections in this Article VI, then Tenant shall
pay to Landlord any deficiency or Landlord shall refund, credit to Tenant or offset against future payments from
Tenant any overpayment, as the case may be, as provided for in Article IX. Real Estate Charges for tax years
commencing prior to or extending beyond the Lease Term shall be prorated to coincide with the corresponding
Commencement Date or expiration date of this Lease. If the Building is not separately assessed, Real Estate
Charges allocated to the Building shall be an equitable proportion of the Real Estate Charges for all of the land and
improvements included within the tax parcel assessed.
ARTICLE VII
COMMON AREA
7.1 Definition. The term "Common Area" is defined for all purposes of this Lease as that part of the
Project intended for the common use of all tenants and their employees and other invitees, including among other
facilities (as such may be applicable to the Project), parking areas, private streets and alleys, landscaping, curbs,
sidewalks, lighting facilities and the like, as they may exist from time to time, but excluding (i) space in buildings
(now or hereafter existing) designated for rental for commercial purposes, as the same may exist from time to time,
(ii) streets and alleys maintained by a public authority, (iii) areas within the Project which may from time to time not
be owned by Landlord (unless subject to a cross - access agreement benefiting the area which includes the Premises),
and (iv) areas leased to any other tenant or otherwise restricted by Landlord. In addition, although the roof(s) of the
building(s) in the Project are not literally part of the Common Area, they will be deemed to be so included solely for
purposes of (A) Landlord's ability to prescribe rules and regulations regarding same, and (B) Tenant's obligations to
pay Operating Costs with respect thereto. Landlord reserves the right to change from time to time the dimensions,
size and location of the Common Area, as well as the dimensions, identities, locations, number, size and types of
any buildings, signs or other improvements in the Project, including, without limitation, driveways, entrances,
parking spaces, parking areas, loading areas, ingress, egress, direction of traffic, walkways and landscape areas;
provided, however, that no such changes will materially and adversely impair the access to the Premises. For
example, and without limiting the generality of the immediately preceding sentence, Landlord may from time to
time substitute for any parking area other areas reasonably accessible to the tenants of the Project. Landlord retains
the right to construct additional buildings and other improvements within the Common Area.
7.2 Use of Common Area. Tenant and its employees and invitees, and when duly authorized
pursuant to the provisions of this Lease, its subtenants and licensees, shall have the nonexclusive right to use the
Common Area (expressly excluding roofs of buildings in the Project) as constituted from time to time, such use to
be in common with Landlord, other tenants in the Project and other persons permitted by Landlord to use the same,
and subject to such reasonable rules and regulations governing use as Landlord may from time to time prescribe.
For example, and without limiting the generality of Landlord's ability to establish rules and regulations governing all
aspects of the Common Area, Tenant agrees as follows:
DCAPDX_1792921_v4
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(a) If Landlord designates specific parking areas for Tenant and Tenant's employees, then
Tenant shall comply with Landlord's designation and shall institute procedures to ensure that its employees also
comply. In the event Tenant or its employees fail to park their cars in designated parking areas as aforesaid, then
Landlord at its option may charge Tenant Fifty Dollars ($50.00) per day per car parked in any area other than those
designated, as and for liquidated damages, and Tenant shall pay such charges upon demand. Tenant also authorizes
Landlord to cause any car which is not parked in the designated parking areas to be towed from the Project;
moreover, Tenant shall on demand from Landlord reimburse Landlord for the cost thereof, and Tenant shall in all
respects indemnify and hold Landlord harmless with respect to such towing by Landlord.
(b) Tenant shall not take any action which would interfere with the rights of other persons to
use the Common Area.
(c) Landlord may temporarily close any part of the Common Area for such periods of time as
may be necessary to make repairs or alterations or during construction or to prevent the public from obtaining
prescriptive rights.
(d) With regard to the roof(s) of the building(s) in the Project, including without limitation,
the roof(s) above the Premises, any use of the roof(s) whatsoever is hereby exclusively reserved to Landlord for any
and all purposes and in all respects in its sole and absolute discretion. Landlord shall have the exclusive rights to
use, possess, lease, alter, construct on, or otherwise manage the roof in its sole and absolute discretion. In no event
shall Tenant or any of its employees, affiliates agents, subtenants, concessionaires, contractors, consultants, visitors
or invitees of any kind, access or go upon the roof of the Building or cause or permit any penetration of such roof
without the express prior written consent of Landlord and subject to a license agreement in form satisfactory to
Landlord, each in Landlord's sole and absolute discretion. If Tenant demonstrates to Landlord's satisfaction (in
Landlord's sole and absolute discretion) both an actual need to use the roof and adequate procedures and safeguards
to assure that no damage is done to the roof(s) (such as proper reattachment and sealing in connection with HVAC
repair or replacement), all roof warranties are preserved in full, and also agrees to execute a license agreement in
form satisfactory to Landlord (in Landlord's sole and absolute discretion), then Landlord may grant Tenant access to
the roof(s) solely for such purpose, all in Landlord's sole and absolute discretion.
7.3 Maintenance of Common Area. Landlord shall be responsible for the operation, management
and maintenance of the Common Area, the manner of maintenance and the expenditures therefore (which shall be
included in Operating Costs) to be in the sole and absolute discretion of Landlord, but to be generally in keeping
with similar warehouse properties within the same geographical area as the Project. Without limiting the generality
of the immediately preceding sentence, Tenant acknowledges that LANDLORD MAKES NO
REPRESENTATION, COVENANT OR WARRANTY REGARDING WHETHER OR NOT LANDLORD
WILL PROVIDE SECURITY SERVICES, OR IF SO, WHAT FORM OF SECURITY SERVICES WILL
BE PROVIDED.
7.4 Operating Costs; Tenant's Payment of Operating Costs.
(a) In addition to the Rent and other charges prescribed in this Lease, Tenant shall pay to
Landlord, as Additional Rent required pursuant to this Lease, Tenant's Proportionate Share of the actual cost of
Landlord's management, operation and maintenance of the Common Area, as well as other shared costs of any kind
which may be incurred by Landlord in its discretion in connection with the operation, cleaning, security,
maintenance, ownership, management, repair and replacement of the Building and the Project (collectively, the
"Operating Costs "), including, without limitation, all costs of the following: lighting, painting, cleaning, policing,
inspecting, repairing, replacing Common Area elements; trash removal (except as paid directly by Tenant or
otherwise administered pursuant to Section 10.4 of this Lease); insect and pest treatments and eradication (whether
in the Common Area or for the Building or the Project); security (if and to the extent Landlord elects to provide
security); roof repairs and maintenance; environmental protection improvements or devices and health and safety
improvements and devices which may be required by applicable laws (including the maintenance, repair and
replacement of same); environmental monitoring programs and devices; wages and salaries of all employees, agents,
consultants and others engaged in operation, cleaning maintenance, repair, replacement and security of the Project;
charges and assessments paid by Landlord pursuant to any owner's association, reciprocal easement, covenants or
comparable document affecting the Building or the Project; any fees which Landlord pays for the management or
DCAPDX_1792921_v4
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asset management of the Project; an allowance for Landlord's administrative or overhead costs, in the amount of
fifteen percent (15 %) of the total of all other Operating Costs; utilities; snow and ice removal; monthly amortization
of capital improvements to the Common Area or the Building (the monthly amortization of any given capital
improvement shall be the sum of (a) the quotient obtained by dividing the cost of the capital improvement by
Landlord's estimate of the number of months of useful life of such improvement plus (b) an amount equal to the cost
of the capital improvement times the lesser of (y) a rate not to exceed 12% per annum and (z) the maximum annual
interest rate permitted by law); the cost of resurfacing and restriping parking areas and roadways; reasonable
reserves for any of the foregoing or any other Operating Costs; any other item stated in this Lease to be an Operating
Cost, and the cost of any insurance for which Landlord is not reimbursed pursuant to Section 6.2. In addition,
although the roof(s), canopies, sewer and water lines servicing the Project, fire- protection systems and devices, if
any (such as sprinkler systems, if any), foundations and exterior surfaces of the building(s) in the Project are not
literally part of the Common Area, Landlord and Tenant agree that all costs incurred by Landlord with respect to all
sewer (including septic systems, if applicable) and water lines and other equipment (including maintenance, repair
and replacement of same), fire - protection equipment and devices (including maintenance, repair and replacement of
same), exterior painting and for roof and canopy maintenance, repair and replacement shall be included as Operating
Costs pursuant to this Section 7.4, to the extent not specifically allocated to Tenant under this Lease nor to another
tenant pursuant to its lease. The charges contemplated in this Section 7.4, however, shall not include any expenses
paid or reimbursed by Tenant pursuant to Article VI of this Lease. With regard to capital expenditures, (i) the
original investment in capital improvements, i.e., upon the initial construction of the Project, shall not be included,
and (ii) capital improvements made either before or during the Lease Term shall be included to the extent of a
reasonable depreciation or amortization (including interest accruals commensurate with Landlord's interest costs)
beginning with the date on which payment for the improvement was made and continuing through the reasonable
useful life of the improvement. Operating Costs shall expressly exclude: (i) costs of alterations of tenant spaces
(including all tenant improvements to such spaces); (ii) costs of capital improvements, except as otherwise provided
in this Lease; (iii) depreciation, interest and principal payments on mortgages, and other debt costs, if any; (iv) real
estate brokers' leasing commissions or compensation and advertising and other broker marketing expenses; (v) costs
of other services or work performed for the singular benefit of another tenant or occupant (other than for Common
Area); (vi) legal, space planning, construction, and other expenses incurred in procuring tenants for the Building or
renewing or amending leases with existing tenants or occupants of the Building (other than Tenant); (vii) costs of
advertising and public relations and promotional costs and attorneys' fees associated with the leasing of the
Building; (viii) any expense for which Landlord actually receives reimbursement from insurance, condemnation
awards, other tenants, (other than through the payment of additional rent under such tenants' leases) or any other
source; (ix) costs incurred in connection with the sale, financing, refinancing, mortgaging, or other change of
ownership of the Building; (x) Real Estate Charges or Insurance Expenses, which are passed through to Tenant
separately; (xi) costs, fines, interest, penalties, legal fees or costs of litigation incurred due to the late payments of
utility bills and other costs incurred by Landlord's failure to make such payments when due unless caused by
Tenant's failure to pay on time; (xii) any attorneys' fees incurred by Landlord in connection with any lease or
proposed lease at the Project; and (xiii) costs arising from Landlord's charitable or political contributions.
(b) Tenant shall make payment to Landlord for Tenant's Proportionate Share of Operating
Costs based upon the estimated annual cost of Operating Costs, payable in advance at the same time each month as
Base Rent is payable, but subject to adjustment after the end of the year on the basis of the actual costs for such year
as provided for under Article IX. Alternatively, Tenant shall, at Landlord's option, make payments to Landlord for
Operating Costs on demand at intervals not more frequently than monthly. In addition, if either before or during the
Lease Term Landlord in its discretion elects to amortize a non - capital expense instead of charging it in full during
the year in which it is incurred by Landlord, then such expense shall be amortized (with interest accruals
commensurate with Landlord's interest costs) beginning with the date on which payment for the expense was made
and continuing through the amortization period. With regard to the charges contemplated in this Section 7.4, Tenant
further agrees that unless within thirty (30) days after Landlord's delivery to Tenant of an assessment and /or
statement related to any such charges, Tenant delivers to Landlord a written assertion of one or more specific errors
or a written request for further detail regarding a specific charge, then the assessment and /or statement shall be
deemed correct in all respects. In addition, Tenant further agrees that if it so asserts error or requests further
information within such thirty (30) day period, Tenant will nevertheless pay all amounts charged by Landlord
pending a resolution thereof.
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ARTICLE VIII
RULES AND REGULATIONS
8.1 Rules and Regulations. During the Lease Term and subject to the rules and regulations for the
Project attached hereto as Exhibit D, as modified by Landlord from time to time (the "Rules "), Tenant shall be
entitled to use the Common Area parking lot of the Project. Tenant's parking rights are in common with the parking
rights of any other tenants of the Project, and Tenant is not entitled to any reserved parking spaces. Landlord
reserves the right at any time to designate areas in the Common Area where Tenant may or may not park. Tenant's
parking rights are the personal rights of Tenant, and Tenant shall not transfer, assign or otherwise convey its parking
rights separate and apart from this Lease. Landlord shall not be responsible for enforcing Tenant's parking rights
against any third parties.
ARTICLE IX
PROVISIONS APPLICABLE TO ALL RENTS
9.1 Rent. For purposes of this Lease, the term "Rent," "Rents," "Rental" or "Rentals" shall be deemed
to include Base Rent (Sections 1.1(k)) and 4_1 of this Lease), Tenant's required payments for Real Estate Charges
and Insurance Expenses (Article VI of this Lease), Operating Costs (Section 7.4 of this Lease) and Additional Rent.
Landlord and Tenant agree that each provision of this Lease for determining Rent adequately and sufficiently
describes to Tenant the method by which such Rent is to be computed. Any and all other sums of money or charges
to be paid by Tenant pursuant to the provisions of this Lease other than Base Rent are hereby designated as and
included in the term "Additional Rent." A failure to pay Additional Rent shall be treated in all events as the failure
to pay Rent.
9.2 Payment of Rent. Rent shall accrue from the Commencement Date, and shall be payable to
Landlord at Landlord's address specified in Section 1.2 of this Lease, or at any other address which Landlord may
subsequently designate in a written notice to Tenant.
9.3 Tenant's Proportionate Share. Tenant shall pay to Landlord Tenant's Proportionate Share of the
Operating Costs, Real Estate Charges and Insurance Expenses (collectively, the "Shared Expenses ") as set forth
above. Further, Tenant shall during each calendar year pay to Landlord an estimate of Tenant's Proportionate Share
of the Shared Expenses as hereinafter set forth. Beginning on the Commencement Date, Tenant shall pay to
Landlord each month on the first day of the month an amount equal to one - twelfth (1/12) of Tenant's Proportionate
Share of the Shared Expenses for the calendar year in question as reasonably estimated by Landlord, with an
adjustment to be made between the parties at a later date as hereinafter provided. If the Commencement Date is not
the first day of a calendar month, Tenant shall pay a prorated portion of Tenant's Proportionate Share of the Shared
Expenses for such partial month on the Commencement Date. Furthermore, Landlord may from time to time furnish
Tenant with notice of a re- estimation of the amount of Tenant's Proportionate Share and Tenant shall commence
paying its re- estimated Tenant's Proportionate Share on the first day of the month following receipt of said notice.
As soon as practicable following the end of any calendar year, Landlord shall submit to Tenant a statement setting
forth the exact amount of Tenant's Proportionate Share of the Shared Expenses for the calendar year just completed
and the difference, if any, between Tenant's Proportionate Share of the actual Shared Expenses for the calendar year
just completed and the estimated amount of Tenant's Proportionate Share of the Shared Expenses which were paid
for such year. Such statement shall also set forth the amount of the estimated Shared Expenses reimbursement for
the new calendar year computed in accordance with the foregoing provisions. To the extent that Tenant's
Proportionate Share of the actual Shared Expenses for the period covered by such statement is higher than the
estimated payments which Tenant previously paid during the calendar year just completed, Tenant shall pay to
Landlord the difference within thirty (30) days following receipt of said statement from Landlord. To the extent that
Tenant's Proportionate Share of the actual Shared Expenses for the period covered by the applicable statement is less
than the estimated payments which Tenant previously paid during the calendar year just completed, Landlord shall
at its option either refund said amount to Tenant within thirty (30) days or credit the difference against Tenant's
estimated reimbursement for such Shared Expenses for the current year. In addition, with respect to the monthly
reimbursement, until Tenant receives such statement, Tenant's monthly reimbursement for the new calendar year
shall continue to be paid at the then current rate, but Tenant shall commence payment to Landlord of the monthly
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installments of reimbursement on the basis of the statement beginning on the first day of the month following the
month in which Tenant receives such statement.
9.4 Survival of Proportionate Share. Tenant's obligation with respect to Tenant's Proportionate
Share of the Shared Expenses shall survive the expiration or early termination of this Lease and Landlord shall have
the right to retain the Security Deposit (if any), or so much thereof as it deems necessary, to secure payment of
Tenant's Proportionate Share of the actual Shared Expenses for the portion of the final calendar year of the Lease
during which Tenant was obligated to pay such expenses. If Tenant occupies the Premises for less than a full
calendar year during the first or last calendar years of the Lease Term, Tenant's Proportionate Share for such partial
year shall be calculated by proportionately reducing the Shared Expenses to reflect the number of months in such
year during which Tenant occupied the Premises. Tenant shall pay Tenant's Proportionate Share within fifteen (15)
days following receipt of notice thereof.
9.5 Due Dates for Rent; Late Charge. The parties agree that each monthly installment of Base Rent
and, unless otherwise elected by Landlord, Tenant's monthly payments for the Shared Expenses are payable on or
before the first day of each calendar month. Any such payment of Rent which is not received on or before the first
day of a particular calendar month shall be deemed past -due. The parties further agree that each annual adjustment
payment from Tenant (such as the payments prescribed in Sections 6.5, 7_4 and 9_3) is payable within thirty (30)
days after receipt of Landlord's written statement requesting such payment from Tenant; and any such prescribed
payment which is not so received shall be deemed past -due. All Rent shall be due and payable in advance, without
demand, offset or deduction of any nature. In the event any Rent which is payable pursuant to this Lease is not
actually received by Landlord within five (5) days after its due date for any reason whatsoever (including, but not
limited to, a failure in the United States mails), or if any Rent payment is by check which is returned for insufficient
funds, then in addition to the past due amount, Tenant shall pay to Landlord a late charge in an amount equal to
fifteen percent (15 %) of the Rent then due, in order to compensate Landlord for its administrative and other
overhead expenses. Any such late charge shall be payable as Additional Rent under this Lease and shall be payable
immediately on demand. If any Rent is paid by check which is returned for insufficient funds, Tenant shall
immediately make the required payment to Landlord in the form of a cashier's check or money order; moreover,
Tenant shall also pay Landlord the amounts specified above in this Section 9.5, plus an additional fee of $100.00 to
compensate Landlord for its expense and effort in connection with the dishonored check.
9.6 Advance Rent Payment. If Tenant fails twice in any 12 -month period to make any required
payment of Rent(s) within five (5) days after such payment is due, then Landlord, in order to reduce its
administrative costs may require, by giving written notice to Tenant (and in addition to any late charge accruing
pursuant to Section 9.5 above, as well as any other rights and remedies accruing pursuant to Article XXIII or
Article XXIV below, or any other provision of this Lease or at law), that Rent is to be paid quarterly in advance
instead of monthly and that all future Rent payments are to be made on or before the due date by cashier's check or
money order, and that the delivery of Tenant's personal or corporate check will no longer constitute a payment of
Rent as provided in this Lease. Any acceptance of a monthly Rent payment or of a personal or corporate check
thereafter by Landlord shall not be construed as a subsequent waiver of said rights.
ARTICLE X
USE AND CARE OF PREMISES
10.1 Term of Use. Tenant shall commence business operations in the Premises on or immediately
after the Commencement Date and shall operate its business continuously in the Premises throughout the Lease
Term.
10.2 Permitted Use. The Premises may be used only for the purpose or purposes specified in Section
5_1 above, and for no other purpose.
10.3 Certain Prohibited Uses. Tenant shall not conduct or give notice of any fire, auction (public or
private), "going- out -of- business," "lost- our - lease," "moving," bankruptcy or similar sale at or on the Premises.
Tenant shall not permit any objectionable noises, odors, vibrations, dust, gas, exhaust or smoke to emanate from the
Premises (or from any facility or equipment servicing the Premises); nor place or permit any radio or television
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antenna, satellite dish, loudspeaker or amplifier on the roof or exterior walls or outside the Premises or where the
same can be seen or heard from outside the Premises; nor place any antenna, equipment, awning or other projection
on the exterior of the Premises or Building; nor take any other action which would constitute a nuisance or would
unreasonably interfere with, disturb or endanger Landlord or other tenants of the Project or occupants or owners of
adjacent or nearby properties, or unreasonably interfere with their use of their respective premises; nor permit any
unlawful or immoral practice to be carried on or committed on the Premises; nor do or permit anything which would
void Tenant's or Landlord's insurance, increase the cost of insurance or cause the disallowance of sprinkler credits.
If Tenant causes any increase in the cost of insurance on the Premises or the Project, then Tenant shall pay to
Landlord the amount of such increase as Additional Rent.
10.4 Care of Premises by Tenant. Tenant shall take good care of the Premises and shall operate in the
Premises in a safe, careful and proper manner; shall not commit or suffer waste in or about the Premises, nor to any
facility or equipment for which Tenant is responsible pursuant to Section 11.2 of this Lease; shall not cause damage
or permit any trucks or vehicles visiting the Premises to cause any damage to the Premises or any other portion of
the Building (and, if any such damage should occur, shall immediately repair same or, if Landlord so elects,
reimburse Landlord for Landlord's cost in repairing same); and shall keep the Premises free of insects, rodents,
vermin and other pests. Tenant shall keep the Premises secure, Tenant hereby acknowledging that security is
Tenant's responsibility and that Tenant is not relying on any representation or warranty by Landlord in this regard.
Tenant shall not overload the floors in the Premises, nor deface or injure the Premises. Tenant shall keep the
Premises and all parking areas, driveways, sidewalks, landscape areas, service -ways and loading areas adjacent to
the Premises neat, clean and free from dirt, rubbish, ice or snow at all times. Tenant shall store all trash and garbage
within the Premises, or in a trash dumpster or similar container approved by Landlord in Landlord's sole and
absolute discretion; and if Landlord is not arranging for trash pick -up as part of the services for which Tenant pays
pursuant to Section 7.4 above, then Tenant shall arrange for the regular pick -up of such trash and garbage at
Tenant's expense. Receiving and delivery of goods and merchandise and removal of garbage and trash shall be
made only in the manner and areas prescribed by Landlord. Outside storage, including, without limitation, storage
of containers, trailers, trucks and other vehicles, is prohibited without Landlord's prior written consent which may be
withheld in Landlord's sole and absolute discretion.
10.5 Tenant's Compliance with Law. Tenant shall procure at its sole expense any permits and
licenses required for the transaction of business in the Premises and shall otherwise comply with all applicable laws,
ordinances and governmental regulations. In addition, if the nature of Tenant's business makes it advisable for
Tenant to take any extra precautions (for example, in the case of equipment requiring special safety training for
employees, Tenant's compliance with all required educational programs and procedures), Tenant shall take all such
extra precautions. Without limiting the generality of the foregoing Tenant further agrees as follows:
(a) Tenant shall not commence business operations in the Premises without having first
obtained any and all permits or approvals necessary for the lawful operation of Tenant's business in the Premises
from the appropriate governmental authority;
(b) Tenant shall be responsible, at its sole expense, for compliance with the federal
Americans with Disabilities Act of 1990 ( "ADA "), as the same may have been or may be amended from time to
time, and all federal, state, county and municipal laws, ordinances, codes and regulations which relate in any way to
the matters regulated by the ADA (collectively, the "ADA -based Laws "); the Premises shall not be used as a place
of public accommodation under the ADA or ADA -based Laws; moreover, if and to the extent that because of
Tenant's construction and /or activities within or upon the Premises, one or more of the ADA -based Laws require
Landlord to alter and /or improve the Common Area or any portion of the Building or the Project, then Tenant shall
reimburse Landlord upon demand for the cost of such alterations and improvements;
(c) Tenant shall be responsible for compliance with all federal, state, county and municipal
laws and regulations relating to health and safety, including without limitation the federal Occupational Safety and
Health Act of 1970 ( "OSHA "), as the same may have been or may be amended from time to time, and any and all
other federal, state, county and municipal laws, ordinances, codes and regulations which relate in any way to the
matters regulated by OSHA; and
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(d) At Landlord's request, Tenant shall deliver to Landlord copies of all necessary permits
and licenses and proof of Tenant's compliance with all such laws, ordinances, governmental regulations and extra
precautions. Any use or occupancy of the Premises by or on behalf of Tenant prior to the Commencement Date
shall be subject to each and every obligation of Tenant under this Lease.
ARTICLE XI
MAINTENANCE AND REPAIR OF PREMISES
11.1 Maintenance by Landlord. Landlord shall at Landlord's expense (subject to Section 7.4 above)
keep the foundation, the structural elements of all exterior walls and the structural elements of the roof of the
Premises in good repair, reasonable wear and tear and uninsured losses and damage caused by Tenant, its
employees, agents or contractors excepted. As used in this Lease, the term "exterior walls" shall specifically
exclude: plate glass; windows, doors and other exterior openings; dock bumpers, dock plates or levelers; office
entries or store fronts; window and door frames, closure devices, locks and hardware; lighting, heating, air -
conditioning, plumbing and other electrical, mechanical and electromotive installation equipment and fixtures; signs,
placards, or other advertising media of any type; and interior painting or other treatment of interior walls, all of
which are to be maintained, repaired and replaced by Tenant or at Tenant's sole cost provided, however, that
Landlord will be responsible for performing adequate preventative maintenance on the HVAC (as defined below)
for the Premises. Landlord, however, shall not be required to make any repairs occasioned by the act or negligence
of Tenant, its agents, employees, subtenants, licensees and concessionaires (including, but not limited to, roof leaks
resulting from Tenant's installation, replacement or maintenance of air - conditioning equipment or any other roof
penetration or placement); and the provisions of the previous sentence are expressly recognized to be subject to the
provisions of Article XVIII, Article XIX, and Article XXIII of this Lease. In the event that the Premises should
become in need of repairs required to be made by Landlord hereunder, Tenant shall give immediate written notice
thereof to Landlord, and Landlord shall have a reasonable time after receipt by Landlord of such written notice in
which to make such repairs. Tenant waives the right to make repairs at Landlord's expense under any applicable
Laws.
11.2 Maintenance by Tenant. Tenant shall keep the Premises in good, clean and habitable condition
and shall at its sole cost and expense make all needed repairs and replacements, including replacement of cracked or
broken glass, except for repairs and replacements required to be made by Landlord under the provisions of
Section 11. 1, Article XVIII and Article XIX. Without limiting the coverage of the previous sentence, it is
understood that Tenant's responsibilities therein include all items which are expressly excluded from Landlord's
responsibility in Section 11.1 above, as well as the maintenance, repair and replacement of all of the following
facilities and equipment, to the extent located within the Premises or outside of the Premises and servicing the
Premises: lighting, heating, air - conditioning, fire - protection sprinkler systems, plumbing, exhaust systems, and
other electrical, mechanical and electromotive installation, equipment and fixtures. In addition, Tenant's
responsibilities shall also include all repairs in ducts, conduits, pipes and wiring, and any sewer stoppage located in,
under and above the Premises, regardless of when or how the defect or other cause for repair or replacement
occurred or became apparent. Tenant shall give Landlord prompt written notice of any leaks or water damage and
any need for repair or replacement as contemplated in this Section 11.2, especially if such repair or replacement is
necessary for maintaining health and safety (such as the fire- protection sprinkler system). If any repairs required to
be made by Tenant hereunder are not made within ten days after written notice delivered to Tenant by Landlord (or
less than ten days, in the case of a situation which by its nature requires an immediate response or a response within
less than ten days), Landlord may at its option make such repairs without liability to Tenant for any loss or damage
which may result to its stock or business by reason of such repairs; and Tenant shall pay to Landlord upon demand,
as Additional Rent hereunder, the cost of such repairs plus a one -time charge in an amount equal to fifteen percent
(15 %) of the cost of repairs, in order to compensate Landlord for its administrative and other overhead expenses. At
the expiration or earlier termination of this Lease, Tenant shall surrender the Premises broom -clean and in good
condition, free of debris and of Tenant's personal property and equipment excepting reasonable wear and tear and
losses required to be restored by Landlord in Section 11. 1, Article XVIII and Article XIX of this Lease, and in
accordance with the Move -Out Standards set forth in Exhibit C to this Lease; and without limiting the generality of
the foregoing, Tenant agrees that it shall repair all damage which may be caused to the Premises by the removal of
Tenant's property; moreover, Tenant shall remove all of Tenant's signage and repair all damage caused by the
installation, operation or removal of same. Any of Tenant's property not removed by Tenant from the Premises on
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or before the expiration of this Lease shall be deemed abandoned and Landlord may dispose of or remove such
property, at its sole election, without any liability whatsoever to Tenant for damages therefor.
11.3 HVAC Maintenance. Landlord shall, at Tenant's expense, perform adequate preventive
maintenance on the hot water, heating, ventilation and air - conditioning equipment ( "HVAC ") for the Premises
pursuant to maintenance service contracts entered into by Landlord with a licensed or qualified HVAC contractor
(the "HVAC Contractor "). Without limiting the generality of the immediately preceding sentence, the following
maintenance shall be performed by Landlord or the HVAC Contractor at Tenant's expense: (a) the replacement of
all filters in the HVAC system at least quarterly; (b) inspection of the entire heating, ventilation and air - conditioning
equipment by the HVAC Contractor at least quarterly; and (c) cleaning and inspection of valves, belts, and safety
controls by the HVAC Contractor at least quarterly. Landlord shall bill Tenant for the cost of each of the foregoing,
which shall be paid within ten (1.0) days of receipt of Landlord's invoice as Additional Rent.
ARTICLE XII
ALTERATIONS
12.1 Tenant's Construction. Tenant shall not make any alterations, additions or improvements to the
Premises ( "Alterations ") in excess of $5,000 at any one time without the prior written consent of Landlord, which
shall not be unreasonably withheld, conditioned or delayed, except for the installation of unattached, movable trade
fixtures which may be installed without drilling, cutting, or otherwise defacing the Premises. Whenever Tenant
proposes to do any construction work within the Premises, Tenant shall first furnish to Landlord plans and
specifications in such detail as Landlord may request covering all such work, together with an identification of the
contractor(s) whom Tenant plans to employ for the work. In no event shall Tenant make any Alterations that affect
the structure of the Building, the roof or the foundations, the HVAC, electrical, plumbing, life safety or other
Building systems, the Common Areas or any other tenant. In no event shall any construction work be commenced
within the Premises without Landlord's written confirmation that it has no objection to Tenant's plans and
specifications and contractor(s). All such work shall be completed promptly, in a good and workmanlike manner
and using only good grades of materials. Landlord may, at its election, monitor or engage a third party to monitor
such work. Tenant shall reimburse Landlord for all reasonable third -party out -of- pocket expenses incurred by
Landlord (including, without limitation, any construction management or similar fees and related costs payable by
Landlord to a third party engaged by Landlord to monitor such work) in connection with Landlord's review of
Tenant's plans and other submissions as requested by Landlord and for monitoring such construction in connection
with Alterations. Notwithstanding the rights accorded to Landlord pursuant to the immediately preceding sentences,
Tenant acknowledges and agrees that Landlord's permission for Tenant to commence construction or monitoring of
such work shall in no way constitute any representation or warranty by Landlord as to the adequacy or sufficiency of
such plans and specifications, the improvements to which they relate, the capabilities of such contractors or the
compliance of any such work with any applicable laws, codes or other requirements; instead, any such permission or
monitoring shall merely be the consent of Landlord as required hereunder, which consent may be withheld in
Landlord's sole and absolute discretion. Without limiting the generality of the preceding sentences in this Section
12.1, Tenant acknowledges and agrees that any installation or replacement of Tenant's heating or air - conditioning
equipment must be subject to such preceding sentences and must be effected strictly in accordance with Landlord's
instructions regarding same.
12.2 Ouality of Construction Work by Tenant. All construction work done by Tenant within the
Premises shall be performed in a good and workmanlike manner, lien -free and in compliance with all governmental,
legal, and insurance requirements, and in such manner as to minimize interference with other construction in
progress and with the transaction of business in the Project. Without limiting the generality of the foregoing,
Landlord shall have the right to require that such work be performed in accordance with rules and regulations which
Landlord may from time to time prescribe. Tenant agrees to indemnify Landlord and hold Landlord harmless
against any loss, liability or damage resulting from such work, and Tenant shall, if requested by Landlord, furnish a
bond or other security satisfactory to Landlord against any such loss, liability or damage.
12.3 Lien Waivers; Insurance; Plans. In the event Tenant uses a general contractor or other third
party to perform construction work within the Premises, Tenant shall, prior to the commencement of such work,
require said general contractor or other third party to execute and deliver to Landlord a waiver and release of any
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and all claims against Landlord and liens against the Building and the Project to which such contractor or other third
party might at any time be entitled to assert a mechanic's lien claim in accordance with applicable law. The delivery
of the applicable waiver and release of lien shall be a condition precedent to Tenant's ability to enter on and begin its
construction work at the Premises and if applicable, to any reimbursement from Landlord for its construction work.
Upon completion of the work, Tenant shall deliver to Landlord final lien waivers from all contractors and suppliers.
Landlord may post at the Premises such notices of non - responsibility as may be provided for under applicable law.
Tenant shall provide to Landlord certificates of insurance for workers' compensation and other coverage in such
amounts as Landlord may reasonably require to protect Landlord from liability for personal injury and property
damage in connection with Tenant's construction. Tenant shall provide Landlord with as -built plans and
specifications for all Alterations done by Tenant. To the extent Tenant cannot comply with any of the requirements
of this Section 12.3, under applicable state law because it is a public entity, Tenant shall not be required to comply
so long as it provides prompt written evidence to Landlord of payment to all parties performing work on the
Premises at Tenant's request and takes all required action allowed under state law to provide commensurate
protection to Landlord for personal injury and property damage and to keep the Premises and Property free of liens.
12.4 Ownership of Alterations. All Alterations and fixtures (including, without limitation, all floor
coverings and all heating and air - conditioning equipment but excluding Tenant's unattached, readily movable
furniture and office equipment) which may be made or installed by either party upon the Premises shall remain upon
and be surrendered with the Premises and become the property of Landlord at the termination of this Lease, unless
Landlord requests their removal, in which event Tenant shall remove the same and restore the Premises to its
original condition at Tenant's expense.
12.5 Renovation by Landlord. In the event that Landlord elects to renovate all or any portion of the
Project, Tenant will cooperate with such renovation, including Tenant's tolerating temporary inconveniences
(including, without limitation, the temporary removal of Tenant's signs) in order to facilitate such renovation, as it
may relate to the exterior of the Premises.
12.6 Trade Fixtures. Tenant may, without Landlord's consent, at Tenant's sole cost, and in
compliance with all applicable laws and codes and with Landlord's requirements set forth in this Article XII, install
shelves, racking and other trade fixtures in the ordinary course of its business, so long as such trade fixtures do not
alter, overload or damage the Premises and may be removed without causing any damage to the Premises. At the
end of the Lease Term all such trade fixtures shall be removed at Tenant's cost and the Premises restored to its
original condition at Tenant's expense.
ARTICLE XIII
LANDLORD'S RIGHT OF ACCESS
13.1 Right of Entry. Subject to contrary legal requirements under state or federal law, Landlord shall
have the right to enter upon the Premises upon at least 48 hours' notice (unless in the event of an emergency, in
which case prior notice is not required) for the purpose of inspecting the same, or of making repairs to the Premises,
or of making repairs, alterations or additions to adjacent premises, or of showing the Premises to prospective
purchasers, tenants or lenders, all without being deemed guilty of or liable for any breach of any covenant of quiet
enjoyment or eviction of Tenant and without abatement of Rent. This Section 13. 1, however, shall not be deemed to
impose any obligation upon Landlord to enter the Premises, except if and to the extent that any such obligation may
be specifically required pursuant to another express provision of this Lease. For each of the foregoing purposes,
Landlord may at all times have and retain a key with which to unlock all of the doors in, upon and about the
Premises, excluding Tenant's vaults and safes, and Landlord shall have the means which Landlord may deem proper
to open said doors in an emergency in order to obtain entry to the Premises. Tenant shall cooperate with Landlord in
connection with any and all showings of the Premises to prospective tenants. Provided such actions are consistent
with applicable law, any entry to the Premises obtained by Landlord by any of said means or otherwise shall not
under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the
Premises, or an eviction of Tenant from the Premises or any portion thereof, or grounds for any abatement or
reduction of Rent and Landlord shall not have any liability to Tenant for any damages or losses on account of any
such entry by Landlord.
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13.2 "For Rent" Signs. Tenant will permit Landlord to place and maintain "For Rent" or "For Lease"
signs on the Premises during the last one hundred eighty (180) days of the Lease Term, it being understood that such
signs shall in no way affect Tenant's obligations pursuant to Section 10.3, Section 14.1 or any other provision of this
Lease.
ARTICLE XIV
SIGNS; EXTERIOR OF PREMISES
14.1 Signs; Exterior. Tenant shall not, without Landlord's prior written consent, which consent may
be withheld in Landlord's sole and absolute discretion, (a) make any changes to the exterior of the Premises,
(b) install any exterior lighting, decorations, banners, placards, balloons, flags, awnings, canopies or the like,
(c) erect or install any signs, lettering, decorations or advertising media of any type which can be viewed from the
exterior of the Premises, or (d) install any window or door covering or treatment. All signs, lettering, placards,
decorations and advertising media shall conform in all respects to any rules and regulations established by Landlord
for the Building or Project from time to time in the exercise of its sole and absolute discretion as well as all
applicable laws, codes and regulations and any covenants affecting the Project or the Building, and shall be subject
to Landlord's requirements as to construction, method of attachment, size, shape, height, lighting, color and general
appearance. Any signs, window treatment, bars or other installations visible from outside the Premises shall be
removed by Tenant at the end of the Lease Term, at Tenant's sole cost, and Tenant shall restore the Premises to its
original condition.
ARTICLE XV
UTILITIES
15.1 Service to Premises. Tenant shall contract with all utility providers to arrange service to the
Premises and shall provide to Landlord and to such utility providers access to the electric lines, feeders, risers,
wiring and any other facilities within or servicing the Premises. Tenant shall promptly pay all charges and
maintenance costs for electricity, water, gas (but only if provided by Landlord), telephone service, sewerage service,
sprinkler service and other utilities or services furnished to the Premises plus all applicable deposits, surcharges,
taxes, penalties or other costs related to such services. Landlord may, if it so elects, furnish one or more such utility
services to Tenant, and in such event Tenant shall purchase the use of such services as are tendered by Landlord, and
shall pay on demand as Additional Rent under this Lease the rates established therefor by Landlord which shall not
exceed the rates which would be charged for the same services furnished directly by the local public utility
companies. Landlord may at any time discontinue furnishing any such service without obligation to Tenant other
than to connect the Premises to the public utility, if any, furnishing such service. In addition, if certain utilities are
furnished to the Premises in common with other premises, then Landlord shall make a good faith estimate as to the
amount used by each tenant (including Tenant) and bill each tenant accordingly; however, at any time, Landlord
may elect to install one or more sub - meters for one or more premises (which, if installed at the Premises, shall be at
Tenant's expense), in which event Landlord will bill each tenant whose premises is sub - metered for the amount used
according to that tenant's sub - meter. Any amounts which Landlord bills to Tenant under the terms of this Section
15.1 will be considered Additional Rent and will be due within ten (10) days after the date upon which Landlord
delivers such bill to Tenant. Tenant agrees to limit water and sewer usage to ordinary restroom use.
15.2 Interruption of Service. Landlord shall not be liable for any interruption whatsoever in utility
services, whether or not furnished by Landlord, nor for interruptions in utility services furnished by Landlord which
are due to fire, accident, strike, acts of God or other causes beyond the control of Landlord or which are necessary or
useful in connection with making any alterations, repairs or improvements. None of such interruptions shall
constitute an actual or constructive eviction, in whole or in part, nor shall any such interruption entitle Tenant to any
abatement or diminution of Rent. Without limiting the generality of the foregoing, Landlord shall in no way be
liable or responsible for any loss, damage, or expense that Tenant may sustain or incur by reason of any failure,
interference, disruption, or defect in the supply or character of the electric energy furnished to the Premises, or if the
quantity or character of the electric energy supplied by any utility or service provider is no longer available or
suitable for Tenant's requirement, and no such failure, defect, unavailability or unsuitability shall constitute an actual
or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of Rent. Tenant
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hereby waives the provisions of any applicable existing or future law, ordinance or governmental regulation
permitting the termination of this Lease due to an interruption, failure or inability to provide any services.
ARTICLE XVI
INSURANCE COVERAGES
16.1 Insurance by Landlord. Landlord shall procure and maintain throughout the Lease Term a
policy or policies of insurance, at its sole cost and expense (but subject to Article VI above), causing the Project to
be insured under special form of property coverage (sometimes referred to as "all- risk" coverage) and commercial
general liability insurance (plus, as to either coverage, whatever endorsements or special coverages Landlord, in its
sole and absolute discretion, may from time to time consider appropriate), to the extent necessary to comply with
Landlord's obligations pursuant to other provisions of this Lease, and such other insurance (if any) that Landlord
reasonably deems appropriate for the Project.
16.2 Insurance by Tenant. Tenant, at its sole cost and expense, shall procure and maintain throughout
the Lease Term the following policies of insurance:
(a) property insurance causing Tenant's leasehold improvements and business personal
property (sometimes also referred to as "fixtures and contents ") in the Premises to be insured under the broadest
available special form of property coverage, sometimes referred to as "all- risk" coverage (such as the form identified
as CP 10 30, and any successor form, published by Insurance Services Office, Inc.), with provisions and /or
endorsements assuring both mold coverage and terrorism coverage, such insurance coverage (i) to be in the full
amount of the replacement cost of all insured property, (ii) to include coverage for the loss of business income, in an
amount not less than 75% of Tenant's estimated gross annual income at the Premises, (iii) to contain no deductible
or self- insured retention in excess of $10,000.00, and (iv) to contain no coinsurance penalty clause; and
(b) combination of commercial general liability and umbrella insurance insuring both
Landlord and Tenant against all claims, demands or actions for bodily injury, property damage, personal and
advertising injury, and medical payments arising out of or in connection with Tenant's use or occupancy of the
Premises, or by the condition of the Premises, with a limit of not less than $2,000,000.00 per occurrence and
aggregate (and no offset for occurrences on property other than the Premises), and with coverage for contractual
liability; and
(c) worker's compensation insurance insuring against and satisfying Tenant's obligations and
liabilities under the worker's compensation laws of the state where the Premises is located, together with employer's
liability insurance in an amount not less than $1,000,000.00 each accident, $1,000,000.00 disease policy limit, and
$1,000,000.00 disease each employee; the full limits of insurance are to apply per location; and
(d) automobile liability insurance covering all owned, nonowned, and hired vehicles with a
$1,000,000.00 per accident limit for bodily injury and property damage; and
(e) pollution legal liability insurance applicable to bodily injury; property damage, including
loss of use of damaged property or of property that has not been physically injured or destroyed; cleanup costs; and
defense, including costs and expenses incurred in the investigation, defense, or settlement of claims; all in
connection with any loss arising from the insured premises in an amount not less than $5,000,000.00 each
occurrence and aggregate, and if coverage is written on a claims -made basis, Tenant warrants that any retroactive
date applicable to coverage under the policy precedes the effective date of this Lease; and that continuous coverage
will be maintained or an extended discovery period will be exercised for a period of five (5) years after the
expiration of the Lease Term; and
(f) during any period when construction work is being done in or on the Premises, such
additional insurance as Landlord may reasonably require pursuant to Article XII of this Lease.
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If the operations of Tenant should change in a material manner from those conducted on the Commencement Date
and in the opinion of Landlord or Landlord's insurance advisor, the amount or scope of such coverage is reasonably
deemed inadequate at any time during the Lease Term, Tenant shall increase such coverage to such reasonable
amounts or scope as Landlord or Landlord's advisor deems adequate. All insurance procured and maintained by
Tenant shall be written by insurance companies satisfactory to Landlord which are licensed to do business in the
state in which the Project is located with a general policyholder's rating of not less than A and a financial rating of
not less than Class VIII, as rated in the most current edition of Best's Key Rating Guide. With the exception of the
insurance prescribed in subsection (c) above, Landlord and Landlord's lender(s), ground lessor (if any) and property
manager shall be named as additional insureds under all insurance maintained by Tenant, and Tenant shall obtain
waivers of subrogation in favor of Landlord as its interests may appear, as specified in Section 17.3 below;
moreover, Tenant shall notify Landlord at least thirty (30) days prior to cancellation of such insurance. Tenant shall
provide Landlord with an original Certificate of Insurance demonstrating that the insurance required by this Lease
was purchased and is in effect. Tenant shall also provide Landlord with a copy of the Additional Insured, Waiver of
Subrogation and Primary and Noncontributory endorsements or such other policy language demonstrating that the
insurance policies comply with this Lease. If Tenant should fail to comply with the foregoing requirements relating
to insurance, Landlord may obtain such insurance and Tenant shall pay to Landlord on demand as Additional Rent
hereunder the premium cost thereof plus interest as provided in Section 23.2(a). Tenant hereby acknowledges and
agrees that any such payment and interest shall be payable immediately on demand as Additional Rent and that the
same are cumulative with, and do not supersede or reduce in any way, Landlord's rights as specified in Article XXIII
of this Lease.
16.3 Tenant is a member of the Washington Cities Insurance Authority, a municipal self- insurance risk
pool for property and casualty coverage, as authorized under RCW 48.62 and regulated by the Washington State
Risk Manager. Tenant may comply with the insurance requirements in Article XVI through the Washington Cities
Insurance Authority by naming Landlord as loss payee and providing a letter of coverage and other evidence of
insurance in writing and acceptable to Landlord and its insurance consultant(s) before the Commencement Date or
Tenant's occupancy of the Premises, whichever is earlier.
ARTICLE XVII
WAIVER OF LIABILITY; MUTUAL WAIVER OF SUBROGATION
17.1 Non - Liability of Landlord. Landlord and Landlord's agents and employees shall not be liable to
Tenant or to Tenant's employees, subtenants, concessionaires, agents, invitees, or visitors, or to any other person
whomsoever, for any injury to person or damage to property caused by the Premises or other portions of the Project
becoming out of repair, or by defect or failure of any structural element of the Premises or of any equipment, pipes
or wiring, or broken glass, or by the backing up of drains, or by gas, water, steam, electricity or oil leaking, escaping
or flowing into the Premises, nor shall Landlord be liable to Tenant, or to Tenant's employees, subtenants,
concessionaires, agents, invitees, or visitors, or to any other person whomsoever, for any loss or damage that may be
occasioned by or through the acts or omissions of other tenants of the Project or of any other persons whomsoever
unless same were caused by Landlord's gross negligence or intentional misconduct. Landlord shall not be held
responsible in any way on account of any construction, repair or reconstruction (including widening) of any private
or public roadways, walkways or utility lines. This Section 17.1 shall survive the expiration or earlier termination of
this Lease.
17.2 Indemnity by Tenant. Landlord shall not be liable to Tenant or to Tenant's employees, agents, or
visitors, or to any other person whomsoever, for any injury to person or damage to property on or about the Premises
or the Project caused by the negligence or misconduct of Tenant, its employees, subtenants, licensees or
concessionaires, or of any other person entering the Project under express or implied invitation of Tenant, or arising
out of the use of the Premises by Tenant and the conduct of its business therein, or arising out of any breach or
default by Tenant in the performance of its obligations under this Lease; and Tenant hereby agrees to indemnify
Landlord and its partners, members, affiliates and subsidiaries, and all of their respective officers, trustees, directors,
employees, stockholders, partners, representatives, servants, insurers, and agents and Landlord's designated property
management company (collectively, the "Landlord Indemnitees") and hold each of the Landlord Indemnitees
harmless from any loss, cost, expense, damage, or claim arising out of such damage or injury. Except for the gross
negligence or intentional misconduct of Landlord, its agents, employees or contractors, and to the extent permitted
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by law, Tenant agrees to indemnify, defend, and hold harmless the Landlord Indemnitees from and against any and
all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees and costs) resulting from
claims by third parties for injuries to any person and damage to or theft or misappropriation or loss of property
occurring in or about the Project and arising from the use and occupancy of the Premises or from any activity, work,
or thing done, permitted or suffered by Tenant in or about the Premises or due to any other act or omission of
Tenant, its subtenants, assignees, invitees, employees, contractors or agents. Landlord shall in no event be liable to
Tenant or any other person for any consequential damages, special or punitive damages, or for loss of business,
revenue, income or profits and Tenant hereby waives any and all claims for any such damages. Notwithstanding
anything to the contrary contained in this Section 17.2, all property of Tenant and its contractors, employees,
customers and invitees, kept or stored on the Premises, whether leased or owned by any such parties, shall be so kept
or stored at the sole risk of Tenant and Tenant shall hold Landlord harmless from any claims arising out of damage
to the same, including subrogation claims by Tenant's insurance carriers. Landlord or its agents shall not be liable
for interference with light or other intangible rights. The furnishing by Tenant of the insurance required under this
Lease shall not be deemed to limit Tenant's obligations under this Section 17.2. This Section 17.2 shall survive the
expiration or earlier termination of this Lease.
17.3 Waiver of Claims/Waiver of Subrogation. Landlord and Tenant each hereby waive and release
one another from any and all liability or responsibility to the other, or to any other party claiming through or under
them by way of subrogation or otherwise, for any loss or damage to property caused by a casualty which is insurable
under the special form of property coverage (sometimes referred to as "all- risk" coverage); provided, however, that
this mutual waiver and release shall be applicable only with respect to a loss or damage occurring during the time
when property insurance policies, which are readily available in the marketplace, contain a clause or permit an
endorsement to the effect that any such release and waiver shall not adversely affect or impair the policy or the right
of the insured party to receive proceeds under the policy; provided, further, that this release and waiver shall not be
applicable to the portion of any damage which is not reimbursed by the damaged party's insurer because of the
"deductible" in the damaged party's insurance coverage. THE RELEASE AND WAIVER CONTAINED IN
THIS SECTION 17.3 APPLIES EVEN TO A LOSS WHICH IS ATTRIBUTABLE TO THE NEGLIGENCE
OF THE PARTY HEREBY RELEASED (AND WITH RESPECT TO LANDLORD, ITS PROPERTY
MANAGER(S) OR ANYONE ELSE FOR WHOM LANDLORD MAY BE RESPONSIBLE); HOWEVER,
THIS RELEASE AND WAIVER SHALL NOT APPLY TO A PARTY'S WILLFUL WRONGDOING OR
GROSS NEGLIGENCE. The release and waiver specified in this Section 17.3 is cumulative with any releases or
exculpations which may be contained in other provisions of this Lease.
ARTICLE XVIII
DAMAGES BY CASUALTY
18.1 Notice by Tenant. Tenant shall give immediate written notice to Landlord of any damage caused
to the Premises by fire or other casualty.
18.2 Election by Landlord. In the event that the Premises shall be damaged or destroyed by fire or
any other casualty insurable under special form (sometimes referred to as "all- risk ") property insurance and
Landlord does not elect to terminate this Lease as hereinafter provided, Landlord shall proceed with reasonable
diligence to rebuild and repair the Premises. In the event (a) the Building is destroyed or substantially damaged by a
casualty not covered by Landlord's insurance, (b) such building is destroyed or rendered untenantable to an extent in
excess of fifty percent (50 %) of the first floor area by a casualty covered by Landlord's insurance, (c) the holder of a
mortgage, deed of trust or other lien on such building at the time of the casualty elects, pursuant to such mortgage,
deed of trust or other lien, to require the use of all or part of Landlord's insurance proceeds in satisfaction of all or
part of the indebtedness secured by the mortgage, deed of trust or other lien, or (d) the damage will require more
than ninety (90) days to restore, then Landlord may elect in its sole and absolute discretion either to terminate this
Lease or to proceed to rebuild and repair the Premises. Landlord shall give written notice to Tenant of such election
within sixty (60) days after the occurrence of such casualty and if it elects to rebuild and repair, shall proceed to do
so with reasonable diligence.
18.3 Restoration. Landlord's obligation to rebuild and repair under this Article XVIII shall in any
event be limited to restoring one of the following (as may be applicable): (a) if this Lease does not include an
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attached exhibit describing Landlord's initial construction responsibility ( "Landlord's Work "), restoring the Premises
to substantially the condition in which the same existed prior to such casualty, exclusive of any alterations,
additions, improvements, fixtures and equipment installed by Tenant; or (b) restoring Landlord's Work, as described
in the applicable exhibit attached to this Lease (if such an exhibit is attached), to substantially the same condition in
which the same existed prior to the casualty. Tenant agrees that promptly after completion of such work by
Landlord, Tenant will proceed with reasonable diligence and at Tenant's sole cost and expense to restore, repair and
replace all alterations, additions, improvements, fixtures, signs and equipment installed by Tenant (collectively,
"Tenant's Work "), or, if an exhibit describing Tenant's Work is attached hereto, all items of Tenant's Work as
described in such exhibit, as the case may be.
18.4 Rent Abatement during Reconstruction. Tenant agrees that during any period of reconstruction
or repair of the Premises, it will continue the operation of its business within the Premises to the extent practicable.
During the period from the occurrence of the casualty until Landlord's repairs are completed, the Base Rent shall be
reduced to such extent as may be fair and reasonable under the circumstances, as reasonably determined by
Landlord; however, there shall be no abatement of Additional Rent or other charges provided for herein.
18.5 Waiver of Termination Rights. Landlord and Tenant hereby waive the provisions of any present
or future statutes relating to termination of leases when leased property is damaged or destroyed and agree that such
an event shall be governed by the terms of this Lease. Accordingly, except as expressly provided herein, Tenant
hereby waives any and all provisions of applicable law that provide alternative rights for the parties in the event of
damage or destruction.
ARTICLE XIX
EMINENT DOMAIN
19.1 Termination for Taking of Premises. If more than thirty percent (30 %) of the floor area of the
Premises should be taken for any public or quasi - public use under any governmental law, ordinance or regulation or
by right of eminent domain or by private purchase in lieu thereof, this Lease shall terminate and the rent shall be
abated during the unexpired portion of this Lease, effective on the date physical possession is taken by the
condemning authority.
19.2 Adiustment for Partial Taking. If less than thirty percent (30 %) of the floor area of the
Premises should be taken as aforesaid, this Lease shall not terminate; however, the Base Rent payable hereunder
during the unexpired portion of this Lease shall be reduced in proportion to the area of the Premises taken, effective
on the date physical possession is taken by the condemning authority, and Tenant's Proportionate Share shall be
recalculated. Following such partial taking, Landlord shall, in each instance, to the extent of net proceeds received
by Landlord from the condemnation award, make all necessary repairs or alterations to the remaining Premises or, if
an exhibit describing Landlord's Work is attached to this Lease, all necessary repairs within the scope of Landlord's
Work as described in such exhibit, as the case may be, to cause the remaining portions of the Premises to be an
architectural whole.
19.3 Taking Outside Premises. If any part of the Project outside the Premises should be taken as
aforesaid, this Lease shall not terminate, nor shall the rent payable hereunder be reduced.
19.4 Condemnation Awards. All compensation awarded for any taking (or the proceeds of private
sale in lieu thereof) of the Premises or any part of the Project outside the Premises shall be the sole property of
Landlord, and Tenant hereby assigns its interest in any such award to Landlord; provided, however, Landlord shall
have no interest in any award made to Tenant for Tenant's moving and relocation expenses or for the loss of Tenant's
fixtures and other tangible personal property if a separate award for such items is made to Tenant, as long as such
separate award does not reduce the amount of the award that would otherwise be awarded to Landlord.
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ARTICLE XX
ASSIGNMENT AND SUBLETTING
20.1 Prohibition. Tenant shall not assign or in any manner transfer this Lease or any estate or interest
therein, or sublet the Premises or any part thereof or grant any license, concession or other right of occupancy of any
portion of the Premises without the prior written consent of Landlord, which may be withheld by Landlord in its sole
and absolute discretion, in each instance. In this regard, Tenant further acknowledges and agrees that Landlord's
acceptance of Rent from an assignee or subtenant shall not be deemed to constitute Landlord's consent to such
assignment or sublease (in fact, Tenant acknowledges that the Rent payment process is such that Landlord will not
likely even be aware of the party from whom Rent are received). In addition, Landlord shall also be entitled to
charge Tenant a $1,500.00 fee for processing Tenant's request, plus any attorneys' fees and costs incurred by
Landlord, regardless of whether or not Landlord grants its consent. Consent by Landlord to one or more
assignments or sublettings shall not operate as a waiver of Landlord's rights as to any subsequent assignments and
sublettings.
20.2 Change in Ownership. If Tenant is a corporation, partnership or other entity and if at any time
during the Lease Term the person or persons who own, directly or indirectly, a majority of either the outstanding
voting rights or the outstanding ownership interests of Tenant at the time of the execution of this Lease cease to own
a majority of such voting rights, ownership interests or control (except as a result of transfers by devise or descent),
the loss of a majority of such voting rights, ownership interests or control shall be deemed to be an assignment of
this Lease by Tenant and, therefore, subject in all respects to the provisions of Section 20.1 above. The previous
sentence shall not apply, however, if at the time of the execution of this Lease, Tenant is a corporation and the
outstanding voting shares of capital stock of Tenant are listed on a recognized United States national securities
exchange.
20.3 Assumption by Assignee. Any assignee or sublessee of an interest in and to this Lease shall be
deemed, by acceptance of such assignment or sublease or by taking actual or constructive possession of all or any
portion of the Premises, to have assumed all of the obligations set forth in or arising under this Lease. Such
assumption shall be effective as of the earlier of the date of such assignment or sublease or the date on which the
assignee or sublessee obtains possession of all or any portion of the Premises; however, with specific regard to any
assignment, the assignee shall be responsible for all unsatisfied obligations of Tenant under this Lease, regardless of
when such obligations arose and when such assumption became effective.
20.4 Tenant Remains Liable; Excess Rent. Notwithstanding any assignment or subletting, Tenant
shall at all times remain fully responsible and liable for the payment of the Rent herein specified and for compliance
with all of Tenant's other obligations under this Lease (even if future assignments and sublettings occur subsequent
to the assignment or subletting by Tenant, and regardless of whether or not Landlord's approval has been obtained
for such future assignments and sublettings). Moreover, in the event that the rental due and payable by a sublessee
(or a combination of the rental payable under such sublease plus any bonus or other consideration therefor or
incident thereto) exceeds the Rent payable under this Lease, or if with respect to a permitted assignment or sublease,
permitted license or other transfer by Tenant permitted by Landlord, the consideration payable to Tenant by the
assignee, sublessee, licensee or other transferee exceeds the rental payable under this Lease, then Tenant shall be
bound and obligated to pay Landlord all such excess rental and other excess consideration within ten (10) days
following receipt thereof by Tenant from such sublessee, assignee, licensee or other transferee, as the case may be.
Finally, in the event of an assignment or subletting, it is understood and agreed that all rentals paid to Tenant by an
assignee or sublessee shall be received by Tenant in trust for Landlord, to be forwarded immediately to Landlord
without offset or reduction of any kind; and upon election by Landlord such rentals shall be paid directly to
Landlord as specified in Article IV of this Lease (to be applied as a credit and offset to Tenant's rental obligation).
20.5 No Encumbrances. Tenant shall not mortgage, pledge or otherwise encumber its interest in this
Lease or in the Premises.
20.6 Transfer by Landlord. In the event of the transfer and assignment by Landlord of its interest in
this Lease and in the Building to a person expressly assuming Landlord's obligations under this Lease, Landlord
shall thereby be released from any further obligations hereunder, and Tenant agrees to look solely to such successor-
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in- interest of the Landlord for performance of such obligations. In addition, as described more fully in Section 27.3
of this Lease, any Security Deposit given by Tenant to secure performance of Tenant's obligations hereunder may be
assigned and transferred by Landlord to such successor -in- interest, and Landlord shall thereby be discharged of any
further obligation relating thereto.
ARTICLE XXI
SUBORDINATION; ATTORNMENT; ESTOPPELS
21.1 Subordination. Tenant accepts this Lease subject and subordinate to any mortgage, deed of trust,
ground lease or other lien presently existing or hereafter placed upon the Building or any portion of the Premises,
and to any renewals and extensions thereof. Tenant agrees that any mortgagee or ground lessor shall have no duty,
liability or obligation to perform any of the obligations of Landlord under this Lease and shall have the right at any
time to subordinate its mortgage, deed of trust, ground lease or other lien to this Lease; provided, however,
notwithstanding that this Lease may be (or may become) superior to a mortgage, deed of trust, ground lease or other
lien, the mortgagee shall not be liable for prepaid rentals, security deposits and claims accruing during Landlord's
ownership; and further provided that the provisions of a mortgage, deed of trust, ground lease or other lien relative
to the rights of the mortgagee with respect to proceeds arising from an eminent domain taking (including a voluntary
conveyance by Landlord) and provisions relative to proceeds arising from insurance payable by reason of damage to
or destruction of the Premises shall be prior and superior to any contrary provisions contained in this Lease with
respect to the payment or usage thereof. Landlord is hereby irrevocably vested with full power and authority to
subordinate this Lease to any mortgage, deed of trust, ground lease or other lien hereafter placed upon the
Premises. The foregoing agreements shall be effective without the execution of any further documents, provided,
however, that Tenant hereby agrees that it will, within ten (10) business days following any request, execute such
further instruments subordinating this Lease as Landlord or a mortgagee may request, including, without limitation,
such mortgagee's standard form of subordination, non - disturbance and attornment agreement. Tenant shall
recognize as its landlord and attorn to any person succeeding to Landlord under this Lease upon any foreclosure or
deed in lieu of foreclosure by Landlord's mortgagee at the election of such mortgagee or successor -in- interest. Upon
request of such mortgagee or successor -in- interest, Tenant shall execute and deliver an instrument or instruments
confirming its attornment; provided, however, that any successor -in- interest will not be (i) bound by payment of rent
for more than one month in advance (except as otherwise required under this Lease), (ii) bound by any amendment
or modification to this Lease which was subject to approval by such mortgagee or successor -in- interest pursuant to
such mortgagee's agreements with Landlord, if such amendment or modification to this Lease was in fact made
without the consent of the mortgagee, (iii) liable for any security deposit not actually received by such mortgagee or
successor -in- interest, or (iv) liable for or subject to claims or offsets accruing during Landlord's ownership or
previous acts or omissions of Landlord.
21.2 Notice to Holder. At any time when the holder of an outstanding mortgage, deed of trust, ground
lease or other lien covering Landlord's interest in the Premises has given Tenant written notice of its interest in this
Lease, Tenant may not exercise any remedies for default by Landlord hereunder unless and until the holder of the
indebtedness secured by such mortgage, deed of trust, ground lease or other lien shall have received written notice
of such default and a reasonable time (not less than 30 days) shall thereafter have elapsed without the default having
been cured.
21.3 Estoppel Certificate. Tenant agrees that it will within ten (10) business days following request
by Landlord execute and deliver to Landlord a written statement (an "Estoppel Certificate ") addressed to Landlord,
(and /or parties designated by Landlord), which statement shall identify Tenant and this Lease, shall certify that this
Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force
and effect as so modified), shall confirm that Landlord is not in default as to any obligations of Landlord under this
Lease (or if Landlord is in default, specifying any default), shall state the dates to which the rent and other changes
have been paid in advance, if any, shall confirm Tenant's agreements contained above in this Article XXI, and shall
contain such other information or confirmations as Landlord may reasonably require. If Tenant fails to do so within
ten (10) business days after the delivery of a written request from Landlord to Tenant, then this shall be a default
under the Lease and Landlord would have all rights and remedies accorded to Landlord pursuant to Article XXIII of
this Lease. Landlord is also hereby irrevocably appointed and authorized as the agent and attorney -in -fact of Tenant
to execute and deliver any such written statement on Tenant's behalf.
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21.4 Financial Information. If Landlord desires to finance, refinance, or sell the Building, the Project,
or any part thereof, Tenant shall deliver to any potential lender or purchaser designated by Landlord such financial
statements of Tenant as may be reasonably required by such lender or purchaser, including but not limited to
Tenant's financial statements for the past three years.
ARTICLE XXII
ENVIRONMENTAL MATTERSIHAZARDOUS MATERIALS
22.1 Compliance with Environmental Laws. Tenant's operations in the Premises —as well as all
property, substances and other materials kept, stored, allowed to be brought within, or disposed of from the
Premises —shall comply in all respects with all federal, state, and municipal laws, ordinances, codes and regulations
relating to the protection of the environment and natural resources, now existing or hereafter enacted (collectively,
the "Environmental Laws "), including without limitation the following: (i) the federal Comprehensive
Environmental Response, Compensation and Liability Act of 1980 (often referred to as "CERCLA "), as amended by
the Superfund Amendments and Reauthorization Act of 1986, as same may have been further amended or may be
further amended from time to time, (ii) the federal Resource Conservation and Recovery Act of 1976, as amended
by the Used Oil Recycling Act of 1980, the Solid Waste Disposal Act Amendments of 1980, and the Hazardous and
Solid Waste Amendments of 1984, as same may have been further amended or may be further amended from time
to time, (iii) the federal Water Pollution Control Act of 1972 (often referred to as the "Clean Water Act "), as same
may have been amended or may be amended from time to time, (iv) the federal Spill Compensation and Control Act
of 1976, as same may have been amended or may be amended from time to time, and (v) any and all other federal,
state, county, and municipal laws, ordinances, codes and regulations which relate in any way to the matters regulated
by CERCLA and /or any other above - mentioned federal legislation. All property kept, stored or allowed to be
brought within the Premises shall be at Tenant's sole risk. Tenant shall immediately notify Landlord in the event
Tenant becomes aware of any actual or potential environmental hazard or any actual or alleged violation of one or
more Environmental Laws.
22.2 Definition of Hazardous Materials. As used in this Lease, the term "Hazardous Materials" shall
mean and include (a) any hazardous or toxic wastes, materials or substances, and other pollutants or contaminants,
which are or become regulated by any Environmental Laws; (b) petroleum, petroleum by- products, gasoline, diesel
fuel, crude oil or any fraction thereof; (c) asbestos and asbestos - containing material, in any form, whether friable or
non - friable; (d) polychlorinated biphenyls; (e) radioactive materials; (f) lead and lead- containing materials; (g) any
other material, waste or substance displaying toxic, reactive, ignitable or corrosive characteristics, as all such terms
are used in their broadest sense, and are defined or become defined by any Environmental Law; or (h) any materials
which cause or threaten to cause a nuisance upon or waste to any portion of the Project or any surrounding property;
or pose or threaten to pose a hazard to the health and safety of persons or of natural resources. For purposes of this
Lease, the term "Hazardous Materials" shall not include nominal amounts of ordinary household cleaners, office
supplies and janitorial supplies which are not actionable under any Environmental Laws and do not constitute a
Reportable Use (as defined in Section 22.3 below).
22.3 Tenant's Representations and Covenants. Tenant hereby represents, warrants, and covenants to
Landlord, its successors and assigns, the holder of any mortgage lien on the Building and the lessor under any
ground lease affecting the Premises that Tenant has not and will not bring or permit to be brought upon the Premises
or the Project any Hazardous Materials, except as specified below in this Section 22.3. Tenant shall not engage in
any activity in or about the Premises which constitutes a Reportable Use (as hereinafter defined) of Hazardous
Materials without the express prior written consent of Landlord, which consent may be withheld in Landlord's sole
and absolute discretion, and compliance in a timely manner (at Tenant's sole cost and expense) with all Regulations
(as defined in Section 29.2) or any Environmental Law. "Reportable Use" shall mean (i) the installation or use of
any above or below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a
Hazardous Material that requires a permit from, or with respect to which a report, notice, registration, or business
plan is required to be filed with any governmental authority, and (iii) the presence in, on, or about the Premises of a
Hazardous Material with respect to which any Regulation or any Environmental Law requires that a notice be given
to persons entering or occupying the Premises or neighboring properties. Tenant shall not be entitled to use or store
any Hazardous Materials on, in, or about any portion of the Premises or the Project without, in each instance,
obtaining Landlord's prior written consent thereto, which consent may be withheld in Landlord's sole and absolute
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discretion. If Landlord, in its sole and absolute discretion, consents to any such usage or storage, then Tenant shall
be permitted to use and /or store only those Hazardous Materials that are necessary for Tenant's business and to the
extent disclosed in a Hazardous Materials disclosure certificate (the "HazMat Certificate ") substantially in the form
attached hereto as Exhibit E and as expressly approved by Landlord in writing, which approval may be withheld in
Landlord's sole and absolute discretion. Tenant covenants, represents and warrants to Landlord that the information
in the HazMat Certificate, if any, is true and correct and accurately describes the nature and use(s) of Hazardous
Materials which will be made and /or used on the Premises by Tenant. Tenant shall, commencing with the date
which is one year from the Commencement Date and continuing every year thereafter, and at such other times as
Landlord may request, deliver to Landlord an updated executed HazMat Certificate describing Tenant's then - present
use of Hazardous Materials on the Premises, and any other reasonably necessary documents and information as
requested by Landlord. Any usage and storage of Hazardous Materials by Tenant may only be to the extent of the
quantities of Hazardous Materials as specified in the then - applicable HazMat Certificate as expressly approved by
Landlord, which approval may be withheld in Landlord's reasonable discretion. In all events such usage and storage
must at all times be in full compliance with any and all Environmental Laws (as interpreted by judicial and
administrative decisions), decrees, directives, guidelines, permits or permit conditions, currently existing and as
amended, enacted, issued or adopted in the future which are or become applicable to Tenant or all or any portion of
the Premises and in compliance with the recommendations of Landlord's consultants. Tenant agrees that any
changes to the type and /or quantities of Hazardous Materials specified in the most recent HazMat Certificate be
implemented only with the prior written consent of Landlord, which consent may be given or withheld in Landlord's
sole and absolute discretion. Tenant shall not be entitled or permitted to install any tanks under, on or about the
Premises for storage of Hazardous Materials without the express written consent of Landlord, which may be given
or withheld in Landlord's sole and absolute discretion. Subject to the limitations on Landlord's access rights as set
forth in Section 13.1 above, Landlord shall have the right, in Landlord's reasonable discretion, at all times during the
Lease Term when Landlord reasonably believes Tenant is in violation of this Lease to (i) inspect the Premises, (ii)
conduct tests and investigations to determine whether Tenant is in compliance with the provisions of this
Article XXII or to determine if Hazardous Materials are present in, on or about the Project, (iii) request lists of all
Hazardous Materials used, stored or otherwise located on, under or about any portion of the Premises and /or the
Common Areas, and (iv) require Tenant to complete a survey of its use, storage and handling of Hazardous
Materials in the Premises, using a form and following procedures designated by Landlord, in Landlord's reasonable
discretion (the "Survey "). Tenant shall reimburse Landlord for the cost of all such inspections, tests and
investigations, and all costs associated with any Survey. Tenant shall cooperate in any tests, inspections or
investigations conducted by or on behalf of Landlord. If as a result of an inspection, test or Survey Landlord
determines, in Landlord's sole and absolute discretion, that Tenant should implement or perform safety, security or
compliance measures, Tenant shall within thirty (30) days after written request by Landlord perform such measures,
at Tenant's sole cost and expense. The aforementioned rights granted herein to Landlord and its representatives shall
not create (a) a duty on Landlord's part to inspect, test, investigate, monitor or otherwise observe the Premises or the
activities of Tenant with respect to Hazardous Materials, including, without limitation, Tenant's operation, use and
any remediation relating thereto, or (b) liability on the part of Landlord and its representatives for Tenant's use,
storage, disposal or remediation of Hazardous Materials, it being understood that Tenant shall be solely responsible
for all liability in connection therewith.
22.4 Reporting and Cleanup. Tenant shall give to Landlord immediate verbal and follow -up written
notice of any spills, releases, discharges, disposals, emissions, migrations, removals or transportation of Hazardous
Materials on, under or about any portion of the Premises or Project or in any Common Areas provided that Tenant
has actual, implied or constructive knowledge of such event(s). Tenant, at its sole cost and expense, covenants and
warrants to promptly investigate, clean up, remove, restore and otherwise remediate (including, without limitation,
preparation of any feasibility studies or reports and the performance of any and all closures) any spill, release,
discharge, disposal, emission, migration or transportation of Hazardous Materials arising from or related to the acts
or omissions of Tenant or its employees, invitees, agents or contractors or its assignees or sub - lessees (collectively,
the "Tenant Parties ") such that the affected portions of the Project and any adjacent property are returned to the
condition existing prior to the appearance of such Hazardous Materials. Any such investigation, clean up, removal,
restoration and other remediation shall only be performed after Tenant has obtained Landlord's prior written consent,
which consent shall not be unreasonably withheld so long as such actions would not potentially have a material
adverse long -term or short -term effect on any portion of the Project. Notwithstanding the foregoing, Tenant shall be
entitled to respond immediately to an emergency without first obtaining Landlord's prior written consent. Tenant, at
its sole cost and expense, shall conduct and perform, or cause to be conducted and performed, all closures as
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required by any Environmental Laws or any agencies or other governmental authorities having jurisdiction thereof.
If Tenant fails so to promptly investigate, clean up, remove, restore, provide closure or otherwise so remediate,
Landlord may, but without obligation to do so, take any and all steps necessary to rectify the same, and Tenant shall
promptly reimburse Landlord, upon demand, for all actual costs and expenses to Landlord of performing
investigation, cleanup, removal, restoration, closure and remediation work, together with interest thereon as
provided in Section 23.2(a). All such work undertaken by Tenant, as required herein, shall be performed in such a
manner as to enable Landlord to make full economic use of the Premises and other portions of the Project after the
satisfactory completion of such work.
22.5 Environmental Indemnity. In addition to Tenant's other indemnity obligations under this Lease,
Tenant agrees to, and shall, protect, indemnify, defend (with counsel acceptable to Landlord) and hold Landlord and
the other Indemnitees harmless from and against any and all loss, cost, damage, liability or expense (including,
without limitation, diminution in value of any portion of the Premises, damages for the loss of or restriction on the
use of rentable or usable space, and from any adverse impact of Landlord's marketing of any space within the
Premises) arising at any time during or after the Lease Term in connection with or related to, directly or indirectly,
the use, presence, transportation, storage, disposal, migration, removal, spill, release or discharge of Hazardous
Materials on, in or about any portion of the Premises as a result (directly or indirectly) of the intentional or negligent
acts or omissions of Tenant or Tenant Parties. Tenant shall indemnify Landlord and hold Landlord harmless from
and against any and all liability, liens, claims, demands, damages, expenses, fees, costs, fines, penalties, suits,
proceedings, actions and causes of action (including without limitation all attorneys' fees and expenses) arising out
of or relating to, directly or indirectly, any violation or alleged violation by Tenant or any party accessing the
Premises by or through Tenant of any one or more of the Environmental Laws, except for any violations of
Environmental Laws which may be caused solely by Landlord. This indemnification shall survive the expiration or
termination of this Lease. Neither the written consent of Landlord to the presence, use or storage of Hazardous
Materials in, on, under or about any portion of the Premises nor the strict compliance by Tenant with all
Environmental Laws shall excuse Tenant from its obligations of indemnification pursuant hereto. Tenant shall not
be relieved of its indemnification obligations under the provisions of this Section 22.5 due to Landlord's status as
either an "owner" or "operator" under any Environmental Laws.
22.6 Cleanup at End of Term. Tenant's obligations and liabilities pursuant to the provisions of this
Article XXII shall survive the expiration or earlier termination of this Lease. If it is determined by Landlord that the
condition of all or any portion of the Project is not in compliance with the provisions of this Lease with respect to
Hazardous Materials, including without limitation, all Environmental Laws, at the expiration or earlier termination
of this Lease, then Landlord may require Tenant to hold over possession of the Premises until Tenant can surrender
the Premises to Landlord in the condition in which the Premises existed as of the Commencement Date and prior to
the appearance of such Hazardous Materials except for reasonable wear and tear, including without limitation, the
conduct or performance of any closures as required by any Environmental Laws. For purposes hereof, the term
"reasonable wear and tear" shall not include any deterioration in the condition or diminution of the value of any
portion of the Project in any manner whatsoever related to, directly or indirectly, Hazardous Materials. Any such
holdover by Tenant will be with Landlord's consent, which may be withheld in Landlord's sole and absolute
discretion will not be terminable by Tenant in any event or circumstance and will otherwise be subject to all the
provisions of this Lease.
22.7 Limit on Tenant's Liability. Notwithstanding anything to the contrary contained in this Lease,
Tenant shall not be liable pursuant to this Article XXII for contamination that existed at the Premises on the
Commencement Date (unless caused by Tenant or Tenant Parties prior thereto) or for contamination emanating from
neighboring land not contributed to, disturbed, exacerbated or dispersed by Tenant or Tenant Parties.
ARTICLE XXIII
DEFAULT BY TENANT AND REMEDIES
23.1 Events of Default. The following events shall be deemed to be events of default (each, a
"default ") by Tenant under this Lease:
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(a) Tenant shall fail to pay any installment of Rent or any other obligation under this Lease
involving the payment of money and such failure shall continue for a period of three (3) days after written notice
thereof to Tenant; provided, however, that if during the immediately preceding twelve (12) month period Landlord
has already given Tenant a written notice of Tenant's failure to pay an installment of Rent, no notice shall be
required for a Rent delinquency to become an event of default (i.e., the event of default will automatically occur on
the fourth (4th) day after the date upon which the Rent becomes due). In addition, if Tenant fails to pay any Rent
when due more than two times during any twelve -month period or more than three times during the entirety of the
Lease Term or any extension thereof, Landlord may, in its sole and absolute discretion, demand in writing that
Tenant pay, and Tenant shall thereafter pay, all future Rent quarterly in advance and by cashier's check or certified
funds.
(b) Tenant shall fail to comply with any provision, term, condition or covenant of this Lease,
other than as described in subsection (a) above, and either (i) shall not cure such failure within ten (10) days after
written notice thereof to Tenant, or if such default cannot reasonably be cured within ten (10) days then Tenant shall
not be in default so long as it has commenced to cure within ten (10) days and is diligently prosecuting same and
completes such cure within thirty (30) days after written notice thereof to Tenant, or (ii) shall cure that particular
failure but shall again fail to comply with the same provision of the Lease within one (1) year after Landlord's
written notice.
(c) Tenant shall become insolvent, or shall make a transfer in fraud of creditors, or shall
make an assignment for the benefit of creditors.
(d) Tenant shall file a petition under any section or chapter of the federal Bankruptcy Code,
as amended, or under any similar law or statute of the United States or any state thereof; or Tenant shall be adjudged
bankrupt or insolvent in proceedings filed against Tenant.
(e) A receiver or trustee shall be appointed for the Premises or for all or substantially all of
the assets of Tenant or an attachment or other judicial seizure shall have occurred for the Premises or all or
substantially all of Tenant's assets on the Premises.
(f) Tenant shall desert, abandon or vacate or shall commence to desert or vacate the
Premises or any substantial portion of the Premises at any time prior to the last month of the Lease Term, subject to
the provisions of Section 24.1 of this Lease.
(g) Tenant shall do or permit to be done anything which creates a lien upon the Premises or
upon all or any part of the Project.
(h) Tenant shall fail to maintain insurance as required under Section 16.2 hereof or Tenant
shall breach any of the representations, warranties or covenants set forth in Article XXII.
23.2 Landlord's Remedies. Upon the occurrence of any such events of default, then in addition to the
remedies available to Landlord under the other provisions of this Lease and all applicable laws, Landlord shall also
have the option to pursue any one or more of the following remedies without any notice or demand whatsoever.
Landlord's election of any one remedy under this Section 23.2 shall in no way prejudice Landlord's right at any time
thereafter to exercise any other remedy.
(a) Rent and Penalties. Tenant shall be obligated pay to Landlord all unpaid Rent and to
reimburse Landlord for the damages suffered by Landlord as a result of the event of default, plus interest on such
amounts at the maximum contractual rate which could legally be charged in the event of a loan of such amounts to
Tenant (but in no event to exceed 18% per annum), such interest to accrue continuously on any unpaid balance due
to Landlord by Tenant during the period commencing with the Rent due date and terminating with the date on which
Tenant makes full payment of all amounts owing to Landlord at the time of said payment; and Landlord may pursue
a monetary recovery from Tenant.
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(b) Tenant Liens. Landlord may take any one or more of the actions permissible at law to
insure performance by Tenant of Tenant's covenants and obligations under this Lease. It is agreed that in the event
of any default described in subsection (g) of Section 23.1 of this Lease, Landlord may pay or bond around such lien,
whether or not contested by Tenant; and in such event Tenant agrees to reimburse Landlord on demand for all costs
and expenses incurred in connection with any such action, with Tenant further agreeing that Landlord shall in no
event be liable for any damages or claims resulting from such action.
(c) Landlord's Re -Entry Without Termination. Landlord may enter upon and take possession
of the Premises and expel or remove Tenant and any other person who may be occupying the Premises or any part of
the Premises, by force, if necessary (except to the extent prohibited by the laws applicable to the Premises), without
being liable for prosecution or any claim for damages for such action. Such expulsion and removal by Landlord
cannot be deemed a termination or forfeiture of this Lease or acceptance of Tenant's surrender of the Premises
unless Landlord expressly notifies Tenant in writing that Landlord is terminating or forfeiting this Lease or
accepting Tenant's surrender of the Premises. If Landlord expels or removes Tenant and any other person from the
Premises without terminating or forfeiting this Lease or accepting surrender of the Premises, Landlord shall attempt
in good faith to relet the Premises; provided, however, that Landlord's obligations as to reletting activities shall be
subject to Section 23.4 below. Until Landlord is able, through such efforts, to relet the Premises, Tenant must pay to
Landlord, on or before the first day of each calendar month, in advance, the monthly Rent and other charges
provided in this Lease. At such time, if any, as Landlord relets the Premises, Tenant must pay to Landlord on the
twentieth (20th) day of each calendar month the difference between the monthly Rent and other charges provided in
this Lease for such calendar month and the amount actually collected by Landlord for such month from the occupant
to whom Landlord has relet the Premises. If it is necessary for Landlord to bring suit in order to collect any
deficiency, Landlord has the right to allow such deficiencies to accumulate and to bring an action on several or all of
the accrued deficiencies at one time. Any such suit cannot prejudice in any way the right of Landlord to bring a
similar action for any subsequent deficiency or deficiencies.
(d) Landlord's Right to Terminate. Landlord may terminate this Lease by written notice to
Tenant, in which event Landlord shall have the right to enter upon the Premises, and Tenant shall immediately
surrender the Premises to Landlord; and if Tenant fails to do so, Landlord may, without prejudice to any other
remedy which Landlord may have for possession or arrearages in Rent (including any late charge or interest which
may have accrued pursuant to Section 9.5 or any other provision of this Lease), enter upon and take possession of
the Premises and expel or remove Tenant and any other person who may be occupying the Premises or any part
thereof, by force if necessary, without being liable for prosecution or any claim for damages therefor. Tenant hereby
waives any statutory requirement of prior written notice for filing eviction or damage suits for nonpayment of rent.
In addition, Tenant agrees to pay to Landlord on demand the amount of all loss and damage which Landlord may
suffer by reason of any termination effected pursuant to this subsection (d), said loss and damage to be determined
by either of the following alternative measures of damages:
(i) Until Landlord is able, through commercially reasonable efforts (i.e., subject to
Section 23.4 of this Lease), to relet the Premises under terms satisfactory to Landlord, Tenant shall pay to
Landlord on or before the first (1st) day of each calendar month, the monthly Rent and other charges
provided in this Lease. If and after the Premises has been relet by Landlord, Tenant shall pay to Landlord
on the twentieth (20th) day of each calendar month the difference between the monthly Rent and other
charges provided in this Lease for such calendar month and that are actually collected by Landlord for such
month. If it is necessary for Landlord to bring suit in order to collect any deficiency, Landlord shall have a
right to allow such deficiencies to accumulate and to bring an action on several or all of the accrued
deficiencies at one time. Any such suit shall not prejudice in any way the right of Landlord to bring a
similar action for any subsequent deficiency or deficiencies. Any amount collected by Landlord from
subsequent tenants for any calendar month in excess of the monthly Rent and other charges provided in this
Lease, shall be credited to Tenant in reduction of Tenant's liability for any calendar month for which the
amount collected by Landlord will be less than the monthly Rent and other charges provided in this Lease;
but Tenant shall have no right to such excess other than the above - described credit.
(ii) When Landlord desires, Landlord may demand a final settlement. Upon
demand for a final settlement, Landlord shall have a right to, and Tenant hereby agrees to pay, the
difference between the total of all monthly Rent and other charges provided in this Lease for the remainder
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of the Lease Term and the reasonable rental value of the Premises for such period, such difference to be
discounted to present value at a rate equal to the rate of interest which is allowed by laws of the state where
the Premises is located when the parties to a contract have not agreed on any particular rate of interest (or,
in the absence of such law, at the rate of twelve percent 12% per annum).
(e) Landlord's Right to Perform. Except as specifically provided otherwise in this Lease, all
covenants and agreements by Tenant under this Lease shall be performed by Tenant at Tenant's sole cost and
expense and without any abatement or offset of Rent. In the event of any default by Tenant, Landlord may, without
waiving or releasing Tenant from any of Tenant's obligations, make such payment or perform such other act as
required to cure such default on behalf of Tenant. All sums so paid by Landlord and all necessary incidental costs
incurred by Landlord in performing such other acts shall be payable by Tenant to Landlord within five (5) days after
demand therefor as Additional Rent.
(f) Security Deposit. Landlord may apply Tenant's Security Deposit to the extent necessary
to make good any rent arrearage, to pay the cost of remedying Tenant's default or to reimburse Landlord for
expenditures made or damages suffered as a consequence of Tenant's default, without prejudice to any other
remedies Landlord may have under this Lease. Following any such application of the Security Deposit, Tenant shall
pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount.
(g) Rights and Remedies Cumulative. All rights, options and remedies of Landlord
contained in this Section 23.2 and elsewhere in this Lease shall be construed and held to be cumulative, and no one
of them shall be exclusive of the other, and Landlord shall have the right to pursue any one or all of such remedies
or any other remedy or relief which may be provided by law or in equity, whether or not stated in this Lease.
Nothing in this Section 23.2 shall be deemed to limit or otherwise affect Tenant's indemnification of Landlord
pursuant to any provision of this Lease.
23.3 Monthly Rent. It is expressly agreed that in determining "the monthly Rent and other charges
provided in this Lease," as that term is used throughout Section 23.2 above, the term "Rent" includes, without
limitation, all payments prescribed in Section 9.1 of this Lease.
23.4 Mitigation of Damages.
(a) In the event of a default under this Lease, Landlord and Tenant shall each use
commercially reasonable efforts to mitigate any damages resulting from a default of the other party under this Lease.
(b) Landlord's obligation to mitigate damages after a default by Tenant shall be satisfied in
full if Landlord undertakes to lease the Premises to another tenant (a "Substitute Tenant ") in accordance with the
following criteria:
(i) Landlord shall have no obligation to solicit or entertain negotiations with any
other prospective tenant for the Premises until Landlord obtains full and complete possession of the
Premises including, without limitation, the final and unappealable legal right to relet the Premises free of
any claim.of Tenant.
(ii) Landlord shall not be obligated to offer the Premises to a Substitute Tenant
when other premises in the Project suitable for that prospective tenant's use are (or soon will be) available.
(iii) Landlord shall not be obligated to lease the Premises to a Substitute Tenant for a
rental less than the current fair market rental then prevailing for similar space, nor shall Landlord be
obligated to enter into a new lease under other terms and conditions that are unacceptable to Landlord under
Landlord's then current leasing policies for comparable space.
(iv) Landlord shall not be obligated to enter into a lease with any proposed tenant
whose use would:
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a. Disrupt the tenant mix or balance of the Project;
b. Violate any restriction, covenant, or requirement contained in the lease
of another tenant of the Project;
C. Adversely affect the reputation of the Project; or
d. Be incompatible with the operation of the Project.
(v) Landlord shall not be obligated to enter into a lease with any proposed
Substitute Tenant (a "Substitute Lease ") which does not have, in Landlord's reasonable opinion, sufficient
financial resources or operating experience to operate the Premises in a first -class manner.
(vi) Landlord shall not be required to expend any amount of money to alter, remodel,
or otherwise make the Premises suitable for use by a proposed Substitute Tenant unless:
a. Tenant pays any such sum to Landlord in advance of Landlord's
execution of a Substitute Lease with such Substitute Tenant (which '
payment shall not be in lieu of any damages or other sums to which
Landlord may be entitled as a result of Tenant's default under this
Lease); or
b. Landlord, in Landlord's sole and absolute discretion, determines that
any such expenditure is financially justified in connection with entering
into any such Substitute Lease.
(c) Upon compliance with the above criteria regarding the releasing of the Premises after a
default by Tenant, Landlord shall be deemed to have fully satisfied Landlord's obligation to mitigate damages under
this Lease and under any law or judicial ruling in effect on the date of this Lease or at the time of Tenant's default,
and Tenant waives and releases, to the fullest extent legally permissible, any right to assert in any action by
Landlord to enforce the terms of this Lease, any defense, counterclaim, or rights of setoff or recoupment respecting
the mitigation of damages by Landlord, unless and to the extent Landlord maliciously or in bad faith fails to act in
accordance with the requirements of this Section 23.4.
(d) Tenant's right to seek damages from Landlord as a result of a default by Landlord under
this Lease shall be conditioned on Tenant taking all actions reasonably required, under the circumstances, to
minimize any loss or damage to Tenant's property or business, or to any of Tenant's officers, employees, agents,
invitees, or other third parties that may be caused by any such default of Landlord.
23.5 Landlord Expenses. It is further agreed that, in addition to all payments required pursuant to
Section 23.2 above, Tenant shall compensate Landlord for all expenses incurred by Landlord in repossession
(including, among other expenses, any increase in insurance premiums caused by the vacancy of the Premises), all
expenses incurred by Landlord in reletting (including, among other expenses, repairs, remodeling, replacements,
advertisements and brokerage fees), all concessions granted to a new tenant upon reletting (including, among other
concessions, renewal options), all actual losses incurred by Landlord as a direct or indirect result of Tenant's default
(including, among other losses, any claims asserted by Landlord's mortgagee or by other tenants or potential tenants
of the Project which result in any loss, cost or expense to Landlord) and a reasonable allowance for Landlord's
administrative efforts, salaries and overhead attributable directly or indirectly to Tenant's default and Landlord's
pursuing the rights and remedies provided herein and under applicable law.
23.6 Iniunctive Remedies. Landlord may restrain or enjoin any breach or threatened breach of any
covenant, duty or obligation of Tenant herein contained without the necessity of proving the inadequacy of any legal
remedy or irreparable harm. The remedies of Landlord hereunder shall be deemed cumulative and not exclusive of
each other.
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23.7 Attorney Fees and Costs. If on account of any breach or default by Tenant in its obligations
hereunder, Landlord shall employ an attorney to represent, enforce or defend any of Landlord's rights or remedies
hereunder, Tenant agrees to pay any reasonable attorneys' fees and costs incurred by Landlord in connection
therewith.
23.8 Use of Security DePOSIt. Tenant acknowledges its obligation to deposit with Landlord the sum
stated in Section 1.1(0) above, to be held by Landlord for the performance by Tenant of Tenant's covenants and
obligations under this Lease. Upon the occurrence of any event of default by Tenant, Landlord may, from time to
time, without prejudice to any other remedy provided herein or provided by law, use such funds to the extent
necessary to make good any arrears of Rent and any other damage, injury, expense or liability caused to Landlord by
such event of default; and in such event, Tenant shall pay to Landlord on demand the amount so applied in order to
restore the Security Deposit to its original amount. Tenant specifically waives the provisions of any statute which
would prevent Landlord from applying the Security Deposit in accordance with this Section.
23.9 Remedies Not Exclusive. No agreement to accept a surrender of the Premises and no act or
omission by Landlord or Landlord's agent during the Lease Term shall constitute an acceptance or surrender of the
Premises unless made in writing and signed by Landlord. No reentry or taking possession of the Premises by
Landlord shall constitute an election by Landlord to terminate this Lease unless a written notice of such intention is
given to Tenant. Pursuit of any of the above remedies shall not preclude pursuit of any other remedies prescribed in
other sections of this Lease and any other remedies provided by law. Forbearance by Landlord to enforce one or
more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a
waiver of such default or any remedy therefor.
ARTICLE XXIV
LANDLORD'S CONTRACTUAL SECURITY INTEREST
24.1 Grant of Security Interest. Tenant does hereby grant to Landlord, and Landlord shall have at all
times, a security interest in and a valid first lien upon all of the personal property and trade fixtures of Tenant
situated in and upon the Premises to secure the obligations of Tenant for all Base Rent, Additional Rent and other
sums to become due hereunder and the performance by Tenant of each and all of Tenant's other covenants and
obligations hereunder. The security interest and lien granted herein may be foreclosed in the manner and form
provided by law for the foreclosure of chattel mortgages or in any other manner provided or permitted by law.
Tenant hereby acknowledges and agrees that the applicable provisions of the Uniform Commercial Code, as adopted
in the state where the Premises is located, permit Landlord to file a financing statement without Tenant's signature;
and Tenant hereby consents to such a filing by Landlord.
ARTICLE XXV
HOLDING OVER
25.1 Holdover. Tenant is not permitted to hold over possession of the Premises after the expiration or
earlier termination of the Lease Term without the express prior written consent of Landlord, which consent Landlord
may withhold in its sole and absolute discretion. If Tenant holds over after the expiration or earlier termination of
the Lease Term with or without the express written consent of Landlord, then, in addition to all other remedies
available to Landlord at law or at equity or under this Lease, Tenant shall become a tenant at sufferance only, upon
the terms and conditions set forth in this Lease so far as applicable (including Tenant's obligation to pay all
Additional Rent under this Lease), but at a Base Rent equal to two hundred percent (200 %) of the Base Rent
applicable to the Premises immediately prior to the date of such expiration or earlier termination. Any such
holdover Rent shall be paid on a per month basis without reduction for partial months during the holdover.
Acceptance by Landlord of Rent after such expiration or earlier termination shall not constitute consent to a hold
over hereunder or result in an extension of this Lease. This Section 25.1 shall not be construed to create any express
or implied right to holdover beyond the expiration of the Lease Term or any extension thereof. Tenant shall be
liable, and shall pay to Landlord within ten (1.0) days after demand, for all losses incurred by Landlord as a result of
such holdover, and shall indemnify, defend and hold Landlord and the Landlord Indemnitees harmless from and
against all liabilities, damages, losses, claims, suits, costs and expenses (including reasonable attorneys' fees and
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costs) arising from or relating to any such holdover tenancy, including without limitation, any claim for damages
made by a proposed succeeding tenant. Tenant's indemnification obligation hereunder shall survive the expiration or
earlier termination of this Lease. The foregoing provisions of this Article XXV are in addition to, and do not affect,
Landlord's right of re -entry or any other rights of Landlord hereunder or otherwise at law or in equity.
ARTICLE XXVI
NOTICES
26.1 Method and Addresses. Wherever any notice is required or permitted under this Lease, such
notice shall be in writing. Any notice or document required or permitted to be delivered under this Lease shall be
deemed to be delivered when it is actually received by the designated addressee or, if earlier and regardless of
whether actually received or not, when it is either (i) deposited in the United States mail, postage prepaid, certified
mail, return receipt requested, or (ii) delivered to the custody of a reputable messenger service or overnight courier
service, addressed to the applicable party to whom it is being delivered at the respective address for such party as is
set out in Section 1.1 above (or for deliveries to Tenant, and at Landlord's option, to Tenant at the Premises), or at
such other address as such applicable party may have theretofore specified to the delivering party by written notice.
26.2 Multiple Parties. If and when included within the term "Landlord" as used in this Lease there be
more than one person, firm or corporation, all shall jointly arrange among themselves for their joint execution of
such notice specifying some individual at some specific address for the receipt of notices and payments to the
Landlord; if and when included within the term "Tenant" as used in this Lease there be more than one person, firm
or corporation, all shall jointly arrange among themselves for their joint execution of such a notice specifying some
individual at some specific address for the receipt of notices and payments to Tenant. All parties included within the
terms "Landlord" and "Tenant," respectively, shall be bound by notices and payments given in accordance with the
provisions of this Article to the same effect as if each had received such notice or payment. In addition, Tenant
agrees that notices to Tenant may be given by Landlord's attorney, property manager or other agent.
ARTICLE XXVII
SECURITY DEPOSIT
27.1 Cominaling; Restoration. The Security Deposit prescribed in Section 1.1(0) of this Lease shall
be held by Landlord without liability for interest and as security for the performance by Tenant of Tenant's
covenants and obligations under this Lease, it being expressly understood that the Security Deposit shall not be
considered an advance payment of Rent or a measure of Landlord's damages in case of default by Tenant. Landlord
may commingle the Security Deposit with Landlord's other funds. As prescribed in Section 23.8 of this Lease,
Landlord may, without prejudice to any other remedy, use the Security Deposit to the extent necessary to make good
any Rent delinquencies or to satisfy any other covenant or obligation of Tenant hereunder; and following any such
application of the Security Deposit, Tenant shall pay to Landlord on demand the amount so applied in order to
restore the Security Deposit to its original amount. No part of the Security Deposit shall be considered to be held in
trust, to bear interest, or to be prepayment for any monies to be paid by Tenant under this Lease.
27.2 Return of Deposit. Subject to Section 9.4 above, within thirty (30) days after Tenant (i) has
surrendered the Premises to Landlord (which, Landlord and Tenant agree, includes turning over to Landlord's
representative all keys to the Premises), and (ii) has provided Landlord with a forwarding address, Landlord shall
return to Tenant the portion of the Security Deposit remaining after deducting all damages, charges and other
amounts permitted by the terms of this Lease and applicable law. Tenant acknowledges and agrees that if Tenant
has breached this Lease before or during Tenant's surrendering the Premises to Landlord, then Landlord shall be
entitled to deduct from the Security Deposit being returned to Tenant (if any) all damages and losses that Landlord
has suffered or that Landlord reasonably estimates that it will suffer as a result of such breach of this Lease by
Tenant.
27.3 Assignment of Deposit. If Landlord transfers its interest in the Premises during the term of this
Lease, Landlord may assign the Security Deposit to the transferee; and upon such transfer and the transferee's
acknowledgement of responsibility to Tenant for the Security Deposit (which acknowledgement will be deemed to
DCAPDX_1792921_v4
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have been effected if the transferee assumes the obligations of the Landlord under this Lease, i.e., even without a
specific mention of the Security Deposit), Landlord shall thereafter have no further liability for the return of the
Security Deposit.
ARTICLE XXVIII
COMMISSIONS
28.1 Brokers. Landlord shall pay to Agent a commission for negotiating this Lease, in accordance
with a separate agreement between Landlord and Agent. Tenant hereby represents and warrants to Landlord that
Tenant has not dealt with any broker or finder or real estate licensee in connection with this Lease other than Agent
defined below. Tenant shall protect, indemnify, defend and hold harmless Landlord from any and all damages,
liabilities, losses, costs, or expenses (including, without limitation, reasonable attorneys' fees and costs) which
Landlord may incur or sustain from a claim for a commission, broker's fee, finder's fee, or other similar
compensation by any party other than Agent claiming by, through or under Tenant with respect to this Lease. As
used herein, "Agent" means Thad Mallory of Kidder Mathews LLC, a Washington limited liability company, whose
principal office is located at 12886 Interurban Avenue South, Tukwila, Washington 98168 -3318, and whose
applicable broker license number is 86084.
that:
ARTICLE XXIX
LAWS AND REGULATIONS
29.1 OFAC.
(a) Certification. Each of Landlord and Tenant certifies, represents, warrants and covenants
(i) It is not acting and will not act, directly or indirectly, for or on behalf of any
person, group, entity, or nation named by any Executive Order or the United States Treasury
Department as a terrorist, "Specially Designated National and Blocked Person ", or other banned or
blocked person, entity, nation or transaction pursuant to any law, order, rule, or regulation that is
enforced or administered by the Office of Foreign Assets Control; and
(ii) It is not engaged in this transaction, directly or indirectly on behalf of, or
instigating or facilitating this transaction, directly or indirectly on behalf of, any such person,
group, entity or nation.
(b) Indemnity. Landlord and Tenant each hereby agrees to defend (with counsel reasonably
acceptable to the other party), indemnify and hold harmless the other party and the respective Landlord Indemnitees
and Tenant Indemnitees, as applicable, from and against any and all claims arising from or related to any such
breach of the foregoing certifications, representations, warranties and covenants.
29.2 Tenant's Compliance with Regulations. Landlord and Tenant acknowledge that there are in
effect federal, state, county and municipal laws, orders, rules, directives and regulations (collectively referred to
hereinafter as the "Regulations "), and that additional Regulations may hereafter be enacted or go into effect, relating
to or affecting the Premises or the Project. Regulations shall include all Environmental Laws. Tenant agrees that it
will not cause or permit to be caused any act or practice, by negligence, omission or otherwise, that would violate
any of said Regulations. In addition, and notwithstanding any other provisions of this Lease, Tenant shall have no
claim against Landlord by reason of any changes Landlord may make to the Project or the Premises pursuant to said
Regulations or any charges imposed upon Tenant, Tenant's customers or other invitees pursuant to same. Tenant
shall, within five days after receipt of Landlord's written request, provide Landlord with copies of all documents and
information evidencing Tenant's compliance with any Regulations and shall immediately notify Landlord in writing
(with copies of any documents involved) upon receipt of any threatened or actual claim, notice, citation, warning,
complaint or report pertaining to or involving failure by Tenant or the Premises to comply with any Regulations.
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ARTICLE XXX
MISCELLANEOUS
30.1 Relationship of Parties. Nothing in this Lease shall be deemed or construed by the parties
hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture
between the parties hereto, it being understood and agreed that neither the method of computation of rent, nor any
other provision contained herein, nor any acts of the parties hereto, shall be deemed to create any relationship
between the parties hereto other than the relationship of landlord and tenant.
30.2 No Offset; Independent Covenants. Tenant shall not for any reason withhold or reduce Tenant's
required payments of Rent and other charges provided in this Lease, it being agreed (i) that the obligations of
Landlord under this Lease are independent of Tenant's obligations except as may be otherwise expressly provided in
this Lease and (ii) that to the maximum extent permitted under applicable law, Tenant hereby waives all rights
which it might otherwise have to withhold Rent. The immediately preceding sentence shall not be deemed to deny
Tenant the ability of pursuing all rights granted it under this Lease or at law (with the exception of any right of
Tenant to offset or withhold the payment of Rent, which right is hereby waived to the maximum extent permitted by
applicable law); however, at the direction of Landlord, Tenant's claims in this regard shall be litigated in
proceedings different from any litigation involving Rent claims or other claims by Landlord against Tenant (i.e.,
each party may proceed to a separate judgment without consolidation, counterclaim or offset as to the claims
asserted by the other party).
30.3 Limitation on Liability. The liability of Landlord to Tenant for any default by Landlord under
the terms of this Lease shall be limited solely to Landlord's proceeds in the Project and the rents derived therefrom,
and Landlord shall not be personally liable for any deficiency, except that Landlord shall, subject to the provisions
of Sections 20.6 and 27.3 of this Lease, remain liable to account to Tenant for any security deposit under this Lease.
This Section 30.3 shall not be deemed to limit or deny any remedies which Tenant may have in the event of default
by Landlord hereunder which do not involve the personal liability of Landlord. Notwithstanding anything contained
in this Lease to the contrary, the obligations of Landlord under this Lease (including as to any actual or alleged
breach or default by Landlord) do not constitute personal obligations of the individual members, managers,
investors, partners, directors, officers, or shareholders of Landlord or Landlord's members, affiliates, or partners, and
Tenant shall not seek recourse against the individual members, managers, investors, partners, directors, officers, or
shareholders of Landlord or Landlord's members, affiliates or partners or any other persons or entities having any
interest in Landlord, or any of their personal assets for satisfaction of any liability with respect to this Lease. In
addition, in consideration of the benefits accruing hereunder to Tenant and notwithstanding anything contained in
this Lease to the contrary, Tenant hereby covenants and agrees for itself and all of its successors and assigns that the
liability of Landlord for any default by Landlord under the terms of this Lease shall be limited solely to the
Landlord's interest in the Building and no other assets of Landlord, and Landlord shall not be personally liable for
any deficiency. The term "Landlord" as used in this Lease, so far as covenants or obligations on the part of the
Landlord are concerned, shall be limited to mean and include only the owner or owners, at the time in question, of
the fee title to, or a lessee's interest in a ground lease of, the Project. In the event of any transfer or conveyance of
any such title or interest (other than a transfer for security purposes only), the transferor shall be automatically
relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord's
transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and
interest in the Premises, the Building, and /or this Lease without the consent of Tenant, and such transfer or
subsequent transfer shall not be deemed a violation on Landlord's part of any of the terms and conditions of this
Lease.
30.4 No Continuine Waiver. One or more waivers of any covenant, term or condition of this Lease by
either party shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition. The
consent or approval by either party to or of any act by the other party requiring such consent or approval shall not be
deemed to waive or render unnecessary consent to or approval of any subsequent similar act.
30.5 Force Maieure. Whenever a period of time is herein prescribed for action to be taken by either
party hereto, neither party shall not be liable or responsible for, and there shall be excluded from the computation of
any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war,
DCAPDX_1792921_v4
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governmental laws, regulations or restrictions or any other causes of any kind whatsoever which are beyond its
reasonable control.
30.6 Landlord's Manager. Tenant is hereby notified that Landlord may, from time to time, appoint a
manager for the Project (each a "Landlord's Manager ") to whom Landlord may delegate some or all of Landlord's
obligations under this Lease. Upon appointment of a Landlord's Manager and notice to Tenant of the same; (a)
Tenant shall be required and authorized to take direction from Landlord's Manager with respect to Tenant's
obligations under this Lease and (b) any release or indemnification of Landlord under this Lease shall also apply to
Landlord's Manager.
30.7 Severability. In the event that any provision or part of this Lease should be held to be invalid or
unenforceable by a court of competent jurisdiction, such provision shall be reformed and enforced to the maximum
extent permitted by law. If such provision cannot be reformed, then it shall be severed from this Lease and the
validity and enforceability of the remaining provisions of this Lease shall not be affected thereby.
30.8 Underlying Lease. If this Lease is in fact a sublease, Tenant accepts this Lease subject to all of
the terms and conditions of the underlying lease under which Landlord holds the Project or the Building as lessee.
Tenant covenants that it will do no act or thing which would constitute a violation by Landlord of its obligation
under such underlying lease; provided, however, that Tenant's agreement in this regard is premised on Landlord's
assurances to the effect that the terms of this Lease do not violate such underlying lease.
30.9 Governing Law. The laws of the state where the Premises is located shall govern the
interpretation, validity, performance and enforcement of this Lease. Except to the extent required otherwise by
applicable law, the venue for any action under this Lease shall be the county in which the Premises are located.
30.10 Headings. The captions and headings used herein are for convenience only and do not limit or
amplify the provisions hereof.
30.11 Number; Gender. Whenever herein the singular number is used, the same shall include the
plural, and words of any gender shall include each other gender.
30.12 Inurement. The terms, provisions and covenants contained in this Lease shall apply to, inure to
the benefit of and be binding upon the parties hereto and their respective heirs, successors -in- interest and legal
representatives except as otherwise herein expressly provided.
30.13 Entire Agreement; Amendments. This Lease contains the entire agreement between the parties,
and no rights are created in favor of either party on account of any condition or event other than as specified or
expressly contemplated in this Lease. No brochure, rendering, information or correspondence shall be deemed to be
a part of this agreement unless specifically incorporated herein by reference. In addition, no agreement shall be
effective to change, modify or terminate this Lease in whole or in part unless such is in writing and duly signed by
the party against whom enforcement of such change, modification or termination is sought.
30.1.4 No Reliance. LANDLORD AND TENANT HEREBY ACKNOWLEDGE THAT THEY ARE
NOT RELYING UPON ANY BROCHURE, RENDERING, OFFERING MATERIALS, INFORMATION,
REPRESENTATION OR PROMISE OF THE OTHER, OR OF THE AGENT OR COOPERATING AGENT,
EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS LEASE.
30.1.5 No Recording. Neither this Lease nor any memorandum thereof shall be recorded by or on behalf
of Tenant in any real property records or other public records without the prior written consent of Landlord, which
may be withheld in Landlord's sole and absolute discretion.
30.16 Inducement Recapture in Event of Breach. Any agreement by Landlord for possession of the
Premises by Tenant without the payment or with reduced payment of Rent or other charges or any agreement for the
giving or paying by Landlord to or for Tenant of any cash or other bonus, inducement, incentive or consideration for
Tenant's entering into this Lease including, but not limited to tenant improvement allowances and abated Rent, all of
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which concessions are hereinafter collectively referred to as "Inducement Provisions," are conditioned upon Tenant's
full, timely and faithful performance of all of the terms, covenants, and conditions of this Lease to be performed or
observed by Tenant. Upon the occurrence of an event of default by Tenant, any Rent, other charge, bonus,
inducement or consideration abated, given or paid by Landlord under such an Inducement Provision shall be
immediately due and payable by Tenant to Landlord and recoverable by Landlord as Additional Rent due under this
Lease, notwithstanding any subsequent cure by Tenant of such event of default.
30.17 Ouiet Eniovment. Upon payment by Tenant of the Rents herein provided, and upon the
observance and performance of all terms, provisions, covenants and conditions on Tenant's part to be observed and
performed, Tenant shall, subject to all of the terms, provisions, covenants and conditions of this Lease, peaceably
and quietly hold and enjoy the Premises for the entire term of this Lease without hindrance or molestation from all
persons claiming by, through or under Landlord.
30.18 Landlord's Costs. Tenant shall reimburse Landlord on demand for all reasonable legal,
engineering, and other professional or consulting services and expenses incurred by Landlord in connection with any
requests by Tenant or any lender of Tenant for consent, waiver or approval of any kind.
30.19 Exhibits Control. This Lease consists of thirty articles and Exhibits A through Exhibit H. With
the exception of Article VII, in the event any provision of an exhibit or other attached page shall be inconsistent with
a provision in the body of this Lease, the provision as set forth in the exhibit or other attached page shall be deemed
to control
30.20 No Offer. The submission by Landlord of this instrument to Tenant for examination, negotiation
or signature does not constitute an offer of, an option for, or a representation by Landlord regarding, a prospective
lease. This Lease shall be effective if and when (and only if and when) it has been executed and delivered by both
Landlord and Tenant.
30.21 Mortgagee Consent. The terms and conditions of this Lease are subject to written approval by
Landlord's mortgagee(s), including any lender(s) who, at the time of the execution of this Lease, has committed or
are considering committing to Landlord to make a loan secured by all or any portion of the Premises, and such
written approval is a condition precedent to Landlord's obligations hereunder.
30.22 Waiver of Trial by Jury. It is mutually agreed by and between Landlord and Tenant that the
respective parties hereto shall, and each hereby does, waive trial by jury (unless such waiver would preclude a right
to counterclaim) in any action, proceeding or counterclaim brought by either of the parties hereto against the other
on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and
Tenant, Tenant's use or occupancy of the Premises, and any emergency statutory or other statutory remedy. It is
further mutually agreed that in the event Landlord commences any summary proceedings for non - payment of Rent
or other sums due hereunder, Tenant will not interpose any non - mandatory counterclaim of whatever nature or
description in any such proceedings.
DCAPDX_1792921_v4
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[Landlord and Tenant signatures follow]
34
EXECUTED to be effective as of the later of the dates accompanying a signature by Landlord or Tenant
below; provided, however, that if the later of the dates accompanying a signature by Landlord or Tenant below is
different from the date specified as the "Date of This Lease" on the cover page of this Lease, then the date so
specified on the cover page of this Lease shall be deemed to be the "Date of This Lease" for all purposes.
LANDLORD:
IIT ANDOVER DC LLC,
a Delaware limited liability company
By: IIT AZ -CO -WA Holdco LLC,
a Delaware limited liability company,
its sole member
By: IIT Real Estate Holdco LLC,
a Delaware limited liability company,
its sole member
By: Industrial Income Operating Partnership LP,
a Delaware limited partnership,
its sole member
By: Industrial Income Trust Inc.,
a Maryland corporation,
its general partner
By:
Name printed:
Title:
Date of Signature: 2015
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 stated that (he /she) was authorized
to execute the instrument and 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: 2015
(Signature)
(Title)
My appointment expires:
[Tenant signatures, next page.]
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TENANT:
THE CITY OF TUKWILA
By:
Name printed:
Title:
Date of Signature: 2015
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 stated that (he /she) was authorized
to execute the instrument and 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: 2015
DCAPDX_ 1792921 _v4
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(Signature)
(Title)
My appointment expires:
36
EXHIBIT A
The Site Plan of the Premises
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EXHIBIT B
Legal Description of The Project
TRACT 1, ANDOVER INDUSTRIAL PARK NO. 4, ACCORDING TO THE PLAT THEREOF, RECORDED IN
VOLUME 79 OF PLATS, PAGES(S) 39 AND 40, IN KING COUNTY WASHINGTON.
DCAPDX_1792921_v4
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B -1
EXHIBIT C
Move -Out Standards
At the expiration or earlier termination of the Lease and in addition to any other provisions of the Lease regarding
surrender of the Premises, Tenant shall surrender the Premises in the same condition as they were upon delivery of
possession thereto under the Lease, reasonable wear and tear excepted, and shall deliver all keys to Landlord.
Before surrendering the Premises, Tenant shall remove all of its personal property and trade fixtures and such
alterations or additions to the Premises made by Tenant as may be specified by Landlord for removal. If Tenant
fails to remove its personal property, fixtures or alterations or additions upon the expiration or earlier termination of
the Lease, the same shall be deemed abandoned and shall become the property of Landlord. Notwithstanding the
foregoing, Tenant shall be liable to Landlord for all costs and damages incurred by Landlord in removing, storing or
selling such property, fixtures, alterations or additions and in restoring the Premises to the condition required
pursuant to the Lease.
Notwithstanding anything to the contrary in the Lease, Tenant shall surrender the Premises, at the time of the
expiration or earlier termination of the Lease, in a condition that shall include, but is not limited to, the following:
1. Lights: Office, exterior, emergency exit and warehouse lights
will be fully operational with all bulbs functioning.
Replacement lamps should be consistent in color, type
and style.
2. Roll -Up Doors & Pedestrian Doors: Roll -up doors must receive final maintenance by a
licensed contractor to include: lube, adjustments,
alignment and replacement of seals and panels (if
required). Pedestrian doors must have all hardware in
working condition (including crash hardware,
thresholds, closers and weather - stripping). Replacement
of doors and /or hardware shall be of similar type as
existing. Tenant shall provide written evidence of such
maintenance /repairs to Landlord.
3. Loading Docks: Includes dock levelers, dock bumpers, dock door seals,
pit levelers and sump pumps. Tenant to provide
evidence of final maintenance on all items from a
licensed contractor.
4. Warehouse Floor: Tenant shall remove all paint and stickers and leave
floors free of stains and swept, with no racking bolts or
other protrusions left in floor. Cracks should be repaired
with an epoxy or polymer.
5. Tenant - Installed Equipment & Wiring: Tenant shall remove all air lines, junction boxes,
distribution boxes, conduit, etc. All wiring shall be
terminated back to point of connection. Telecom and
associated data wiring shall be removed and terminated
at the original phone board.
6. Walls: Warehouse Walls - Sheetrock (drywall) damage should
be patched and fire -taped so that there are no holes
remaining. Office walls shall be patched and returned to
a paint -ready condition.
C -1
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7. Roof: Any tenant - installed equipment must be removed and
roof penetrations properly repaired by Landlord's
roofing contractor.
8. Signs: All Tenant - installed signage shall be removed, including
interior and exterior window signage. Exterior building
surface shall be restored to original condition, including
patching of all holes and painting to match exterior
color.
9. Heating & Air Conditioning System: HVAC equipment must receive final maintenance by a
licensed HVAC contractor, including filter changes and
repairs /replacements if required. Tenant shall provide
written evidence of maintenance /repairs to Landlord.
10. Plumbing: Restroom/Kitchen fixtures and accessories (i.e. "insta-
hot" water heaters, vanity heaters, handrails, soap
dispensers, paper towel holders, etc.) shall be returned in
good working condition, free of leaks and stains. Tenant
shall provide written evidence of final service to water
heater.
11. Overall Cleanliness: Clean windows, sanitize bathroom(s), vacuum carpet,
and remove any and all debris from office and
warehouse. Remove all pallets and debris from exterior
of premises and dock areas. In addition, Tenant shall
properly dispose of all hazardous materials, including
paint, at Tenant's expense.
DCAPDX_1792921_v4
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C -2
EXHIBIT D
Rules and Regulations
General Rules
Tenant shall faithfully observe and comply with the following Rules and Regulations:
1. Tenant shall not alter any locks or install any new or additional locks or bolts on any doors or windows of
the Premises without obtaining Landlord's prior written consent, which consent may be withheld in
Landlord's sole and absolute discretion. Tenant shall bear the cost of any lock changes or repairs required
by Tenant.
2. Access to the Project may be refused unless the person seeking access has proper identification or has a
previously received authorization for access to the Project. Landlord and its agents shall in no case be
liable for damages for any error with regarding to the admission to or exclusion from the Project of any
person. In case of invasion, mob, riot, public excitement or other commotion, Landlord reserves the right
to prevent access to the Project during the continuance thereof by any means it deems appropriate for the
safety and protection of life and property.
3. No cooking shall be done or permitted on the Premises, nor shall the Premises be used for any improper or
objectionable purposes. Notwithstanding the foregoing, Underwriters' Laboratory- approved equipment and
microwave ovens may be used in the Premises for heating food and brewing coffee, tea, hot chocolate and
similar beverages for employees and visitors of Tenant, provided that such use is in accordance with all
applicable federal, state and city laws, codes, ordinances, rules and regulations; and provided further that
such cooking does not result in odors escaping from the Premises.
4. No boring or cutting for wires shall be allowed without the consent of Landlord, which consent may be
withheld in Landlord's sole and absolute discretion. Tenant shall not interfere with broadcasting or
reception from or in the Project or elsewhere. No gaming devices shall be operated in the Premises.
5. Landlord reserves the right to exclude or expel from the Project 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 these Rules and Regulations.
6. Tenant shall store all its trash and garbage within the interior of the Premises or in other locations approved
by Landlord, in Landlord's sole and absolute discretion. All moveable trash receptacles provided by the
trash disposal firm for the Premises must be kept in the trash enclosure areas, if any, provided for that
purpose. No material shall be placed in the trash boxes or receptacles if such material is of such nature that
it may not be disposed of in the ordinary and customary manner of removing and disposing of trash in the
vicinity of the Project without violation of any law or ordinance governing such disposal.
7. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established
by Landlord or any governmental agency.
8. The sidewalks, entries, and driveways of the Project shall not be obstructed by Tenant or any Tenant
Parties, or used by them for any purpose other than ingress to and egress from the Premises.
9. Except for qualified service dogs, no animals shall be allowed in or about the Premises or in the Common
Areas.
10. Tenant shall not install or operate any steam or gas engine, boiler, or other mechanical apparatus in the
Premises, except as specifically approved in the Lease. The use of oil, gas or inflammable liquids for
heating, lighting or any other purpose is expressly prohibited. Explosives or other articles deemed extra
hazardous shall not be brought into the Project.
D -1
DCAPDX_1792921_v4
11. Tenant shall not permit dumping of waste or refuse or permit any harmful materials to be placed in any
drainage system or sanitary system in or about the Premises or the Project.
12. Tenant shall ascertain from Landlord the maximum amount of electrical current which can safely be used
in the Premises, taking into account the capacity of the electrical wiring in the Project and the Premises and
the needs of other tenants, and shall not use more than such safe capacity. Landlord's consent to the
installation of electric equipment shall not relieve Tenant from the obligation not to use more electricity
than such safe capacity.
PARKING RULES
Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant's
employees, suppliers, shippers, customers or invitees to be loaded, unloaded or parked in areas other than
those designated by Landlord for such activities and at times approved by Landlord in Landlord's sole and
absolute discretion. Tenant shall ensure that users of the parking area obey all posted signs and park only
in the areas designated for vehicle parking. Tenant and its customers, employees, suppliers, shippers and
invitees shall comply with all rules and regulations adopted by Landlord from time to time relating to truck
parking and /or truck loading and unloading.
2. Landlord reserves the right to relocate all or a part of parking spaces within the parking area. If access to
the parking areas is not now controlled with gates or similar devices, Landlord shall have the right, but not
the obligation, to install gates or other devices to control access to the parking areas, and Tenant shall
comply with all of Landlord's rules and regulations relating to access to the parking areas. Landlord shall
use commercially reasonable efforts to minimize inconvenience to Tenant caused by the relocation of
parking spaces or the installation of parking controls.
3. Landlord will not be responsible for any damage to vehicles, injury to persons or loss of property, all of
which risks are assumed by the party using the parking area.
4. The maintenance, washing, waxing or cleaning of vehicles in the parking area or Common Areas is
prohibited.
5. Tenant shall be responsible for seeing that all of its employees, agents, contractors, suppliers, shippers, and
invitees comply with the applicable parking rules, regulations, laws and agreements.
6. At Landlord's request, Tenant shall provide Landlord with a list which includes the name of each person
using the parking facilities based on Tenant's parking rights under this Lease and the license plate number
of the vehicle being used by that person. Tenant shall provide Landlord with an updated list within five (5)
days after any part of the list becomes inaccurate.
7. All parking spaces may only be used for parking vehicles no larger than full -size passenger automobiles or
pick -up trucks. Parking any type of recreational vehicles is specifically prohibited on or about the Project.
No vehicle of any type shall be stored in the parking areas at any time. No overnight truck parking shall be
allowed except to the extent that the Premises include truck loading doors in which event one truck may be
parked overnight in front of each loading door. In the event that a vehicle is disabled, it shall be removed
within 48 hours. There shall be no "For Sale" or other advertising signs on or about any parked vehicle.
All vehicles shall be parked in the designated parking areas in conformity with all signs and other
markings. All parking will be open parking, and no reserved parking, numbering or lettering of individual
spaces will be permitted except as specified by Landlord.
8. If Tenant commits or allows in the parking lot any of the activities prohibited by this Lease or the Rules,
then Landlord shall have the right, without notice, in addition to such other rights and remedies that it may
have, to remove or tow away the vehicle involved and charge the cost to Tenant, which cost shall be
immediately payable by Tenant upon demand by Landlord.
D -2
DCAPDX_I792921_v4
•
Landlord reserves the right at any time to change or rescind any one or more of these Rules and Regulations, or to
make such other and further reasonable Rules and Regulations as in Landlord's judgment may from time to time be
necessary for the management, safety, care and cleanliness of the Project, and for the preservation of good order
therein, as well as for the convenience of other tenants therein. Landlord may waive any one or more of these Rules
and Regulations for the benefit of any particular tenant, but no such waiver by Landlord shall be construed as a
waiver of such Rules and Regulations in favor of any other tenant, nor prevent Landlord from thereafter enforcing
any such Rules or Regulations against any or all tenants of the Project. Tenant shall be deemed to have read these
Rules and Regulations and to have agreed to abide by them as a condition of its occupancy of the Premises.
D -3
DCAPDX_1792921_v4
A
EXHIBIT E
Form of Hazardous Materials Disclosure Certificate
Name of Responding Company:
Mailing Address:
Signature:
Title:
Date:
General Information
Age of Facility:
Phone:
Major products manufactured and /or activities conducted on the property:
Length of Occupancy:
Types
of Business Activities
Hazardous Materials Activities
(check all that apply)
(check all that apply)
❑
Machine Shop
❑
Degreasing
❑
Light assembly
❑
Chemical /etching /milling
❑
Research and development
❑
Wastewater treatment
❑
Product service or repair
❑
Painting
❑
Photo processing
❑
Striping
❑
Automotive service and repair
❑
Cleaning
❑
Manufacturing
❑
Printing
❑
Warehouse
❑
Analytical lab
❑
Integrated /printed circuit
❑
Plating
❑
Chemical /pharmaceutical product
❑
Chemical /missing /synthesis
❑
Silkscreen
❑
Lathe /mill machining
❑
Deionizer water product
❑
Photo masking
❑
Wave solder
❑
Metal finishing
HAZARDOUS MATERIALSIWASTE HANDLING AND STORAGE
A. Are hazardous materials handled on any of your shipping and receiving docks in container quantities
greater than one gallon? ❑ Yes ❑ No
B. If hazardous materials or waste are stored on the premises, please check off the nature of the storage and
type(s) of materials below.
Types of Storage Container
(list above - ground storage only)
Type of Hazardous Materials and /or Waste Stored
❑
1 gallon or 3 liter bottles /cans
❑
Acid
❑
5 to 30 gallon carboys
❑
Phenol
❑
55 gallon drums
❑
Caustic /alkaline cleaner
❑
Tanks
❑
Cyanide
❑
Photo resist stripper
DCAPDX_1792921_v4
62
E - l
C.
ED]
Do you accumulate hazardous waste onsite?
If yes, how is it being handled?
❑ On -site treatment or recovery
❑ Discharged to sewer
❑
Paint
❑
Flammable solvent
❑
Gasoline /diesel Fuel
❑
Nonflammable /chlorinated solvent
❑
Oil /cutting fluid
❑ Yes ❑ No
❑ Hauled offsite If hauled offsite, by whom:
❑ Incineration
Indicate your hazardous waste storage status with Department of Health Services:
❑ Generator
❑ Interim status facility
❑ Permitted TSDF
❑ None of the above
WASTEWATER TREATMENT/DISCHARGE
A. Do you discharge industrial wastewater to:
❑ Sewer
❑ Storm drain
❑ Surface water
❑ No industrial discharge
B. Is your industrial wastewater treated before discharge? ❑ Yes ❑ No
If yes, what type of treatment is being conducted:
❑
Neutralization
❑
Metal hydroxide formation
❑
Closed -loop treatment
❑
Cyanide destruct
❑
HF treatment
❑
Other
SUBSURFACE CONTAINMENT OF HAZARDOUS MATERIALS/WASTES
A. Are buried tanks /sumps being used for any of the following:
❑
Hazardous waste storage
❑
Chemical storage
❑
Gasoline /diesel fuel storage
❑
Waste treatment
❑
Wastewater neutralization
❑
Industrial wastewater treatment
❑
None of the above
B. If buried tanks are located onsite, indicate their construction:
E -2
DCAPDX_1792921_v4
63
❑ Steel ❑ Fiberglass ❑ Concrete
❑ Inside open vault ❑ Double walled
C. Are hazardous materials or untreated industrial wastewater transported via buried piping to tanks, process
areas or treatment areas: ❑ Yes ❑ No
D. Do you have wet floors in your process areas? ❑ Yes ❑ No
If yes, name processes:
E. Are abandoned underground tanks or sumps located on the property? ❑ Yes ❑ No
HAZARDOUS MATERIALS SPILLS
A. Have hazardous materials ever spilled to:
❑ The sewer
❑ The storm drain
❑ Onto the property
❑ No spills have occurred
B. Have you experienced any leaking underground tanks or sumps? ❑ Yes ❑ No
C. If spills have occurred, were they reported? ❑ Yes ❑ No
Check which government agencies that you contacted regarding the spill(s):
❑ Department of Health Services
❑ Department of Fish and Game
❑ Environmental Protection Agency
❑ Regional Water Quality Control Board
❑ Fire Department
D. Have you been contacted by a government agency regarding soil or groundwater contamination on your
site? ❑ Yes ❑ No
Do you have exploratory wells onsite? ❑ Yes ❑ No
If yes, indicate the following:
Number of wells: Approximate depth of wells: Well diameters:
PLEASE ATTACH ENVIRONMENTAL REGULATORY PERMITS, AGENCY REPORTS THAT APPLY TO
YOUR OPERATION AND HAZARDOUS WASTE MANIFESTS.
Check off those enclosed:
❑ Hazardous Materials Inventory Statement, HMIS
❑ Hazardous Materials Management Plan, HMMP
❑ Department of Health Services, Generatory Inspection Report
❑ Underground Tank Registrations
❑ Industrial Wastewater Discharge Permit
❑ Hazardous Waste Manifest
DCAPDX_I792921_v4
• .
E -3
EXHIBIT F
Commencement Date Certificate
[SAMPLE ONLY — FORM TO BE COMPLETED BY LANDLORD AND EXECUTED BY TENANT
ON OR AFTER COMMENCEMENT DATE]
LANDLORD:
TENANT:
LEASE DATE:
PREMISES:
Tenant hereby accepts the Premises as being in the condition required under the Lease.
The Commencement Date of the Lease is
The Expiration Date of the Lease is ,
Landlord:
[DO NOT SIGN]
By:
a
By: _
Its:
Telephone:
Facsimile:
Executed at:
on:
F - I
DCAPDX_1792921 _0
Tenant:
[DO NOT SIGN]
Bv:
Its:
Telephone: ( )
Facsimile: ( )
Executed at:
on:
65
EXHIBIT G
Option to Extend Addendum
1. Option to Extend. Landlord hereby grants to Tenant the option to extend the term of this Lease for sixty
(60) months ( "Option Period ") commencing when the prior term expires.
2. Exercise Dates. For purposes of Paragraph 5 of this Addendum,
a. the Earliest Exercise Date is twelve (12) months prior to the date that the Option Period would
commence, and
b. the Last Exercise Date is nine (9) months prior_ to the date that the Option Period would
commence.
3. Monthly Base Rent. The monthly Base Rent for each month of an Option Period shall be the amount
calculated in accordance with the Market Rent Adjustment provision below, but in no event shall the monthly Base
Rent for an Option Period be less than the highest monthly Base Rent payable during the term immediately
preceding the Option Period.
4. Market Rent Adjustment. Four (4) months prior to the commencement of the Option Period, the Parties
shall negotiate in good faith to determine the Base Rent for the Option Period. If written agreement cannot be
reached by the Parties by the date which is three months prior to the commencement of that Option Period, then the
option for that Option Period will automatically terminate.
For purposes hereof, the "Market Rent Adjustment" rate shall mean the then prevailing market rate for
comparable space in the Project and comparable buildings in the vicinity of the Project, taking into account the size
of the Lease, the length of the renewal term, market escalations and the credit of Tenant. The Base Rent shall not be
reduced by reason of any costs or expenses saved by Landlord by reason of Landlord's not having to find a new
tenant for such premises (including, without limitation, brokerage commissions, costs of improvements, rent
concessions or lost rental income during any vacancy period).
5. Conditions to Exercise of Option. Tenant's right to extend is conditioned upon and subject to each of the
following:
a. In order to exercise an option to extend, Tenant must give written notice of such election to
Landlord and Landlord must receive the same by the Last Exercise Date but not prior to the Earliest Exercise Date.
If proper notification of the exercise of an option is not given and /or received, such option shall automatically
expire. Tenant acknowledges that because of the importance to Landlord of knowing no later than the Last Exercise
Date whether or not Tenant will exercise the option, the failure of Tenant to notify Landlord by the Last Exercise
Date will conclusively be presumed an election by Tenant not to exercise the option.
b. Tenant shall have no right to exercise an option (i) if Tenant is in default or (ii) in the event that
Landlord has given to Tenant three or more notices of separate defaults during the 12 -month period immediately
preceding the exercise of the option, whether or not the defaults are cured. The period of time within which an
option may be exercised shall not be extended or enlarged by reason of Tenant's inability to exercise an option
because of the provisions of this paragraph.
C. All of the terms and conditions of this Lease, except where specifically modified by this
Addendum, shall apply during Option Periods.
d. The options are personal to Tenant, cannot be assigned or exercised by anyone other than Tenant,
and only while Tenant is in possession of the entire Premises and without the intention of thereafter assigning or
subletting.
6. Notice. Notice of Rent Adjustments shall be made as specified in Article XXVI of the Lease.
G -1
66 DCAPDX_1792921_v4
EXHIBIT H
IMPROVEMENT ADDENDUM
Landlord's Work; Construction Allowance.
This Improvement Addendum sets forth the obligations of Landlord and Tenant with respect to the
preparation of the Premises for Tenant's occupancy. Subject to the terms and conditions of this
Improvement Addendum, Landlord shall perform improvements to the Premises in accordance with the
worklist attached hereto as Schedule 1 (the "Worklist "). The improvements to be performed by Landlord in
accordance with the Worklist are hereinafter referred to as "Landlord's Work ". Landlord shall, as
necessary, enter into one or more direct contracts for Landlord's Work with a general contractor or other
contractors selected by Landlord. In addition, Landlord shall have the right to select and approve of any
subcontractors used in connection with Landlord's Work. Tenant acknowledges and agrees that, except as
expressly set forth on the Worklist, Landlord's Work shall be constructed using Building- standard materials
designated by Landlord for the Building. In no event shall Landlord's Work include (i) any costs of
procuring or installing in the Premises any trade fixtures, equipment, furniture, furnishings, telephone
equipment, cabling for any of the foregoing or other personal property ( "Personal Property") to be used in
the Premises by Tenant, and the cost of such Personal Property shall be paid by Tenant, or (ii) any costs or
expenses of any consultants retained by Tenant with respect to design, procurement, installation or
construction of improvements or installations, whether real or personal property, for the Premises.
Tenant Delav; Commencement Date. If Landlord shall be delayed in substantially completing Landlord's
Work as a result of the occurrence of any of the following (a "Tenant Delay "):
(a) Tenant's failure to furnish information in accordance with this Improvement Addendum or to
respond to any request by Landlord for any approval or information within any time period
prescribed, or if no time period is prescribed, then within two (2) business days of such request; or
(b) Tenant's request for materials, finishes or installations that have long lead times after having first
been informed by Landlord that such materials, finishes or installations will cause a Tenant Delay;
or
(c) Changes in any plans and specifications requested by Tenant, including any Change Orders; or
(d) The performance or nonperformance by a person or entity employed by on or behalf of Tenant in
the completion of any work in the Premises (all such work and such persons or entities being
subject to prior approval of Landlord); or
(e) Any request by Tenant that Landlord delay the completion of any component of Landlord's Work;
or
(f) Any breach or default by Tenant in the performance of Tenant's obligations under the Lease; or
(g) Tenant's failure to pay any amounts as and when due under this Improvement Addendum; or
(h) Any delay resulting from Tenant's having taken possession of the Premises for any reason prior to
substantial completion of Landlord's Work; or
(i) Any other delay chargeable to Tenant, its agents, employees or independent contractors;
then, for purposes of determining the date of substantial completion shall be deemed to be the day
that Landlord's Work would have been substantially completed absent any such Tenant Delay. Landlord's
Work shall be deemed to be substantially completed on the date that Landlord's Work has been performed
H -1
M.
(or would have been performed absent any Tenant Delay), other than any details of construction,
mechanical adjustment or any other matter, the noncompletion of which does not materially interfere with
Tenant's use of the Premises for the Permitted Use. If the Premises are delayed from being substantially
completed due to Tenant Delay, then Tenant shall be responsible for all costs and any expenses occasioned
by such delay, including any costs and expenses attributable to increases in labor or materials.
Interpretation; Incorporation Into Lease. This Improvement Addendum shall not be deemed applicable
to any additional space added to the original Premises at any time or from time to time, whether by any
options under the Lease or otherwise, or to any portion of the original Premises, or any additions to the
Premises in the event of a renewal or extension of the original Lease Term or Term, whether by any options
under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement
to the Lease. Landlord shall not be required to perform under this Improvement Addendum during the
existence of any default under the Lease. All capitalized terms used in this Improvement Addendum but
not defined herein shall have the same meanings ascribed to such terms in the Lease.
H -2
01
SCHEDULEI
WORKLIST
1) All plumbing, HVAC, mechanical systems and dock doors shall be in good working order and condition.
2) Remove and repair the damaged railings on the grade level ramp.
[END OF EXHIBIT]
SCHEDULEI
70
Finance & Safety Committee Minutes July 21, 2015 - Page 3
Chair Hougardy led a discussion about next steps for this information. Committee members
agreed that this information is extremely valuable and all Councilmembers should be well
versed in revenue options. The Committee decided they would like another opportunity to
review the options table with ample time for questions and answers. INFORMATION ONLY.
RETURN TO COMMITTEE.
E. Lease Agreement: Police Evidence Vehicle Storage
Staff is seeking Council approval of a lease agreement with IIT Andover DC, LLC for space
at 571 Strander Boulevard to be used for Police Department evidence vehicle storage. Current
facilities do not meet state standards and are insufficient to meet current and future storage
needs due to safety and capacity concerns, lack of environmental protection, and lack of
biohazard storage. Recently a 10,000 square foot space opened in the Andover Distribution
Center which is suitable for the City's needs. The negotiated lease rate for 2015 is $4,700,
with the first three months free. Power, security, water and sewer will be an additional charge,
expected to be around $1,650 per month. Police has budgeted $50,000 for a leased storage
facility, and the budget will need to increase 3% annually at the negotiated lease rate.
UNANIMOUS APPROVAL. FORWARD TO AUGUST 3, 2015 REGULAR CONSENT
AGENDA.
III. MISCELLANEOUS
Meeting adjourned at 7:29 p.m.
Next meeting: Tuesday, August 18, 2015 - 5 :30 p.m. - Hazelnut Conference Room
k �H,
Committee Chair Approval
Minutes by LH
71
72
COUNCIL AGENDA SYNOPSIS
---------------------------------- Initials
Meeting Date
Prepared by
M s review
Council review
07/27/15
BG
F-1 Resolution
Mtg Date
❑ Ordinance
MtS Date
08/03/15
BG
0 Otber
MtS Date
SPONSOR ❑ Council []Mayor ❑ HR ❑ DCD E] Finance ❑ Fire E]IT ❑ P&R ❑ Police Z PW
SPONSOR'S With the $20 million TIGER grant application submitted in June 2015 and other potential
SUMI\L\RY grant opportunities, the City is proposing a new 2016 CIP sheet for the Strander Blvd
Extension Phase III Project. If the City begins design, right-of-way, and wetland
mitigation in 2016 with $2 million from City funds, it will act as a catalyst for future grant
funding. Council is being asked to approve the revised 2016 CIP Sheet for the Strander
Blvd Extension Phase III Project.
Ri," v I E' Wl," D BY R cow mtg. ❑ CA&P Cmte ❑ F&S Cmte Z Transportation Cmte
❑ Utilities Cmte ❑ Arts Comm. ❑ Parks Comm. ❑ Planning Comm.
DATE: 07/20/15 COMMITTEE CHAIR: JOE DUFFIE
RECOMMENDATIONS:
SPONSOR/ADMIN. Public Works Department
CON' NI 'Y"' E Unanimous Approval; Forward to Committee of the Whole
COST IMPACT I FUND SOURCE
EXPENDrruiu," REQUIRED AMOUNT BUDGETED APPROPRIATION REQUIRED
$2,000,000.00 $0.00 $2,000,000.00
Fund Source: 104 ARTERIAL STREETS (PAGE 28, 2015 CIP)
Comments:
MTG. DATE
RECORD OF COUNCIL ACTION
07/27/15
ITEM NO.
6.A.
I
73
STAFF SPONSOR: BOB GIBERSON
1ORIGINAL AGENI),kDATE: 07/27/15_
AGENDA ITEM TITLE Strander Blvd Extension Phase III Project
Proposed 2016 CIP Sheet
CATEGORY E Discussion
]VIt
,g Date 07127119
E Motion
Mt
,g Date 08103119
F-1 Resolution
Mtg Date
❑ Ordinance
MtS Date
❑ BidAivard
Mt
,g Date
❑ Public Hearing
Mt
,g Date
0 Otber
MtS Date
SPONSOR ❑ Council []Mayor ❑ HR ❑ DCD E] Finance ❑ Fire E]IT ❑ P&R ❑ Police Z PW
SPONSOR'S With the $20 million TIGER grant application submitted in June 2015 and other potential
SUMI\L\RY grant opportunities, the City is proposing a new 2016 CIP sheet for the Strander Blvd
Extension Phase III Project. If the City begins design, right-of-way, and wetland
mitigation in 2016 with $2 million from City funds, it will act as a catalyst for future grant
funding. Council is being asked to approve the revised 2016 CIP Sheet for the Strander
Blvd Extension Phase III Project.
Ri," v I E' Wl," D BY R cow mtg. ❑ CA&P Cmte ❑ F&S Cmte Z Transportation Cmte
❑ Utilities Cmte ❑ Arts Comm. ❑ Parks Comm. ❑ Planning Comm.
DATE: 07/20/15 COMMITTEE CHAIR: JOE DUFFIE
RECOMMENDATIONS:
SPONSOR/ADMIN. Public Works Department
CON' NI 'Y"' E Unanimous Approval; Forward to Committee of the Whole
COST IMPACT I FUND SOURCE
EXPENDrruiu," REQUIRED AMOUNT BUDGETED APPROPRIATION REQUIRED
$2,000,000.00 $0.00 $2,000,000.00
Fund Source: 104 ARTERIAL STREETS (PAGE 28, 2015 CIP)
Comments:
MTG. DATE
RECORD OF COUNCIL ACTION
07/27/15
Forward to next Regular Meeting with additional financial information
08/03/15
MTG. DATE
ATTACHMENTS
07/27/15
Informational Memorandum dated 07/17/15
Current 2015 CIP page 28
Proposed 2016 CIP page 28
Minutes from the Transportation Committee meeting of 07/20/15
08/03/15
CIP Pages (additional financial information to be provided by meeting time)
73
74
CITY OF TUKWILA CAPITAL PROJECT SUMMARY
2015 to 2020
PROJECT: Strander Blvd /SW 27th St Extension
Project No. 98610403
DESCRIPTION:
Design and construct arterial improvements for a new roadway extending Strander Blvd /SW 27th St
from West Valley Highway to Oaksdale Ave.
JUSTIFICATION:
East/west capacity between 1 -405 and S 180 St is needed to serve Tukwila and Renton access.
This project will be constructed in three phases. Phase 1 extended Stander Blvd /SW 27th St from Oaksdale
STATUS:
Ave to Naches Ave SW. Phase 2 constructed a 2 lane roadway from Naches to the new Sounder's Tukwila
Longacres Station's parking lot. Phase 3 will construct the undercrossing of the UPRR and complete the
1,000
4 lane roadway from West Valley Hwy to Naches Ave SW.
MAINT. IMPACT:
New street.
Project partners include the City of Renton, Boeing, WSDOT, FMSIB, Sound Transit, Metro, Amtrak, and
COMMENT:
BNSF and UP Railroads. Funds in 2015 -16 are for updated cost estimates and grant applications.
STP (PSRC) and TIGER grants were unsuccessful in 2014.
FINANCIAL Through Estimated
(in $000's) 2013 2014 2015 2016 2017 2018 2019 2020 BEYOND TOTAL
EXPENSES
Tukwila's Share Rent
1,000
1,000
Design
41
5
20
20
5,000
5,086
Land (R)W)
104
1,329
1,433
Const. Mgmt.
5,000
5,000
Construction
46,000
46,000
TOTAL EXPENSES
1,145
5
20
20
0
5,000
0
0
52,329
58,519
FUND SOURCES
Awarded Grant
0
Proposed FMSIB Grant
5,000
5,000
Proposed TIGER Grant
20,000
20,000
Proposed STP Grant
4,325
4,325
City Oper. Revenue
1,145
5
20
20
0
675
0
0
27,329
29,194
TOTAL SOURCES
1,145
5
20
20
0
5,000
0
0
52,329
58,519
2015 - 2020 Capital Improvement Program 28 75
CITY OF TUKWILA CAPITAL PROJECT SUMMARY
2016 to 2021
PROJECT:
Strander Blvd Extension Phase III Project Nod1th 98610403
DESCRIPTION:
Design and construct arterial improvements for a new roadway extending Str: :: 'er s1,. rc St
from West Valley Highway to Oaksdale Ave in the City of Rent ('n
JUSTIFICATION:
East/west capacity between 1 -405 and S 18t Psce , n f dE to .ei ukwna and Renton access.
Project will be constructed in three phases. I extended Stander Blvd /SW 27th St from Oaksdale
STATUS:
Ave to Naches Ave SW. Phase II constructed a 2 lane roadway from Naches to the new Sounder's Tukwila
1,000
Longacres Station's parking lot. Phase III will construct the undercrossing of the UPRR and complete the
4 lane roadway from West Valley Hwy in Tukwila to Naches Ave SW in Renton.
MAINT. IMPACT:
New street.
of Renton's
Project partners include the City of Renton, Boeing, WSDOT, FMSIB, Sound Transit, Metro, Amtrak, and
COMMENT:
BNSF and UP Railroads. Funds in 2015 -16 are for updated cost estimates and grant applications.
Design
STP (PSRC) and TIGER grants were unsuccessful in 2014.
FINANCIAL
Through Estimated
(in $000's)
2014 2015 2016 2017 7018 7n19 2n2n qn ,21 RGvnnin TnTAi
EXPENSES
Tukwila's Share
1,000
Tukwila's Share
of Renton's
Phases I & 11
1,000
Design
41
14
1,500
3,000
4,555
Land (R/W)
104
450
1,000
1,554
Wetland Mitigation
50
500
550
Const. Mgmt.
3,750
1,050
4,800
Construction
20,500
6,700
27,200
TOTALEXPENSES1
1,145
1 141
2,000
1 28,750
1 7,750
1 0
1 0
1 0 1
0
1 39,659
FUND SOURCES
Proposed TIGER Grant
20,000
20,000
Proposed State TIB Grant
3,000
3,000
Proposed STP Grant
2,000
2,000
Proposed FMSIB Grant
5,000
5,000
NW Arena Mitigation
3,000
2,000
5,000
City Oper. Revenue 1,145
14
2,000
750
750
0
0
0
0
4,659
TOTAL SOURCES 1,145 1
14
2,000 1
28,750 1
7,750 1
01
0 1
01
0
39,659
76 2016 - 2021 Capital Improvement Program 28
TO:
FROM:
DATE:
SUBJECT
City of Tukwila
Jim Haggerton, Mayor
INFORMATIONAL MEMORANDUM
Mayor Haggerton REFERENCE ITEM 6A OF THE PACKET
City Council
Peggy McCarthy, Finance Director
July 31, 2015
Funding for Strander Extension Phase III Project
ISSUE
Identify the funding sources for the Strander Boulevard Extension Phase III project cost
of $2.9 million over the three year period from 2015 - 2017.
BACKGROUND
To move the Strander Boulevard Extension project to "shovel ready" status and improve
the City's chances of receiving a TIGER grant award, a proposal to use City resources
to fund the design phase of the project was presented to City Council for approval at the
July 27, 2015 Committee of the Whole Council meeting. The Council requested more
information on the funding sources for this proposal.
DISCUSSION
The funding sources would derive mainly from budgetary savings in the Arterial Street
fund and also from additional General Fund contributions. The approximately $2 million
of budgetary savings in the Arterial Street Fund comprises higher than estimated
beginning fund balance, lower actual and anticipated contract costs for routine
maintenance including overlay, bridge inspections and the traffic signal program due to
a true up from original expectations, and savings from the 2015 Arterial Street bond
issue. A contribution from the General Fund of up to $900 thousand over the three year
period, or approximately $300 thousand per year, would come from increased revenues
generated by an improved financial results. For additional information, feel free to
contact the Finance Director, Peggy McCarthy.
RECOMMENDATION
The Council is being asked to approve the proposed funding structure in conjunction
with approval of the revised 2016 CIP Sheet for the Strander Blvd Extension Phase III
Project as presented at the July 27, 2015 Committee of the Whole Council meeting,
agenda item 4.c.
COUNCIL AGENDA SYNOPSIS
Meeting Date
Prepared by
Mayor's review
Council review
07/27/15
BG
❑ Resolution
Mtg Date
® Ordinance
Mtg Date 08103115
08/03/15
BG
❑ Other
Mtg Date
SPONSOR ❑ Council [:]Major ❑ HR ❑ DCD ❑ Finance ❑ Fire ❑ IT ❑ P&R ❑ Police ® PW
SPONSOR'S Final design of the TUC Pedestrian/ Bicycle Bridge is underway and Temporary Construction
SUMMARY Easements and Right -of -Way is needed along the project in order to construct the
proposed bridge. This Ordinance will provide the authority to acquire the easements and
right -of -way on the west side of the Green River near Riverview Plaza. Council is being
asked to approve this Ordinance for Temporary Construction Easements and Right -of -Way
with possible condemnation, if needed.
REVIEWED BY ❑ COW Mtg. ❑ CA &P Cmte ❑ F &S Cmte ® Transportation Cmte
❑ Utilities Cmte ❑ Arts Comm. ❑ Parks Comm. ❑ Planning Comm.
DATE: 07/06/15 COMMITTEE CHAIR: JOE DUFFIE
RECOMMENDATIONS:
SPONSOR /ADMIN. Public Works Department
COMMITTEE Unanimous Approval; Forward to Committee of the Whole
COST IMPACT / FUND SOURCE
EXPENDITURE. REQUIRED AMOUNT BUDGETED APPROPRIATION REQUIRED
$0.00 $0.00 $0.00
Fund Source: 104 ARTERIAL STREETS (PAGE 12, 2015 CIP)
Comments:
MTG. DATE
RECORD OF COUNCIL ACTION
07/27/15
ITEM INFORMATION
ITEMNO.
77
STAFF SPONSOR: BOB GIBERSON
ORIGINAL AGENDA DATE: 07/27/15
AGENDA ITEM TITLE Tukwila Urban Center - Pedestrian/ Bicycle Bridge Project
Ordinance for Acquisition of Right -of -Way & Temporary Construction Easements
CATEGORY ® Discussion
Mtg Date 07127115
❑ Motion
Mtg Date
❑ Resolution
Mtg Date
® Ordinance
Mtg Date 08103115
❑ Bid Award
Mtg Date
® Public Hearing
Mtg Date 07127115
❑ Other
Mtg Date
SPONSOR ❑ Council [:]Major ❑ HR ❑ DCD ❑ Finance ❑ Fire ❑ IT ❑ P&R ❑ Police ® PW
SPONSOR'S Final design of the TUC Pedestrian/ Bicycle Bridge is underway and Temporary Construction
SUMMARY Easements and Right -of -Way is needed along the project in order to construct the
proposed bridge. This Ordinance will provide the authority to acquire the easements and
right -of -way on the west side of the Green River near Riverview Plaza. Council is being
asked to approve this Ordinance for Temporary Construction Easements and Right -of -Way
with possible condemnation, if needed.
REVIEWED BY ❑ COW Mtg. ❑ CA &P Cmte ❑ F &S Cmte ® Transportation Cmte
❑ Utilities Cmte ❑ Arts Comm. ❑ Parks Comm. ❑ Planning Comm.
DATE: 07/06/15 COMMITTEE CHAIR: JOE DUFFIE
RECOMMENDATIONS:
SPONSOR /ADMIN. Public Works Department
COMMITTEE Unanimous Approval; Forward to Committee of the Whole
COST IMPACT / FUND SOURCE
EXPENDITURE. REQUIRED AMOUNT BUDGETED APPROPRIATION REQUIRED
$0.00 $0.00 $0.00
Fund Source: 104 ARTERIAL STREETS (PAGE 12, 2015 CIP)
Comments:
MTG. DATE
RECORD OF COUNCIL ACTION
07/27/15
Forward to next Regular Meeting
08/03/15
MTG. DATE
ATTACHMENTS
07/27/15
Informational Memorandum dated 07/02/15
Draft Ordinance with Exhibits of Legal Descriptions and Maps
Minutes from the Transportation Committee meeting of 07106/15
08/03/15
Ordinance in final form
77
m
City of Tukwila
Washington
Ordinance No.
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TUKWILA, WASHINGTON, AUTHORIZING AND PROVIDING FOR
THE ACQUISITION OF INTERESTS IN LAND FOR THE
PURPOSE OF COMPLETING THE TUKWILA URBAN CENTER
PEDESTRIAN - BICYCLE BRIDGE PROJECT; PROVIDING FOR
CONDEMNATION, APPROPRIATION, TAKING OF LAND AND
PROPERTY RIGHTS NECESSARY THEREFORE; PROVIDING
FOR PAYMENT THEREOF AND DIRECTING THE INITIATION OF
APPROPRIATE PROCEEDINGS IN THE MANNER PROVIDED BY
LAW AND FOR SAID CONDEMNATION; PROVIDING FOR
SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE.
WHEREAS, on January 20, 2009, the City Council adopted the "Walk and Roll
Plan," the City's non - motorized functional plan, by Ordinance No. 2222, which
established a plan and guiding principles and practices for transportation improvements
to encourage walking, bicycling and transit use; and
WHEREAS, on October 21, 2013, the City Council amended the Transportation
Element and the Southcenter/Tukwila Urban Center Element of the Comprehensive
Plan, by Ordinance No. 2413, calling for funding to support a pedestrian - bicycle bridge
to connect the Southcenter Mall to the Sounder Commuter Rail Station; and
WHEREAS, on June 2, 2014, the City Council adopted the Southcenter Subarea
Plan, by Resolution No. 1832, which lists the Pedestrian - Bicycle Bridge Project as a
high priority project necessary to connect Tukwila's two transit hubs and complement
adjacent land uses (both existing and future); and
WHEREAS, on June 2, 2014, the City Council repealed and reenacted certain
sections of Tukwila Municipal Code Chapter 18.28, by Ordinance No. 2443, which
implemented the goals and policies of the Tukwila Comprehensive Plan and the
Southcenter Subarea Plan and specifically established the Transit Oriented
Development Neighborhood District and established a future pedestrian walkway
connecting the Tukwila Transit Center and the Sounder Commuter Rail /Amtrak Station
along the proposed bridge alignment; and
WHEREAS, on November 17, 2014, the City Council adopted the 2015 -2020
Capital Improvement Program (CIP), by Resolution No. 1848; and
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79
WHEREAS, the City Council has found that the public health, safety, necessity and
convenience demand that the Tukwila Urban Center Pedestrian - Bicycle Bridge Project
be undertaken at this time and that in order to carry out the project it is necessary at this
time for the City to acquire interests and rights to the property described herein; and
WHEREAS, the City Council finds and declares it necessary and in the best interest
of the public that interests in the land and property rights hereinafter described be
condemned, appropriated, and taken for public use, subject to the making or paying of
just compensation to the owners thereof in the manner provided by law; and
WHEREAS, the City is authorized by RCW 35A.64.200 and Chapter 8.12 RCW to
initiate eminent domain proceedings for the condemnation of the property; and
WHEREAS, on February 17, 2015, the City Council passed Ordinance No. 2467,
which states that the land and property rights commonly known as 16113 West Valley
Highway are necessary for construction of the Tukwila Urban Center Pedestrian - Bicycle
Bridge Project; and
WHEREAS, a Notice of Final Action was duly noticed in accordance with RCW
8.25.290, and on July 27, 2015, the Tukwila City Council accepted public comments
relating to the property described herein;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA,
WASHINGTON, HEREBY ORDAINS AS FOLLOWS:
Section 1. The land and property rights within the City of Tukwila, King County,
Washington, commonly known as portions of 16000 Christensen Road and 16040
Christensen Road, Tukwila, Washington, and further described in the attached Exhibit
A, Exhibit B, and Exhibit C, are necessary for construction of the Tukwila Urban Center
Pedestrian - Bicycle Bridge Project ( "the Project ") described above, subject to making or
paying just compensation to the owners thereof in the manner provided by law.
Section 2. The City of Tukwila specifically finds construction of the Project to be a
public use, specifically the construction of a new pedestrian - bicycle bridge across the
Green River, associated ramp approaches to the bridge, and new or improved trail
approaches to provide non - motorized connection from the City's roadway network to the
bridge connecting the Southcenter "core," with its planned land use mix of compact
development including residential, employment, shopping and entertainment, to the
Sounder Commuter Rail /Amtrak Station and surrounding Transit Oriented Development
Neighborhood District. The City Council specifically finds construction of the Project to
be necessary, and in the best interests of the citizens.
Section 3. The cost and expense of acquiring said property rights shall be paid
from the 2013 -2015 Regional Mobility Grant awarded to Tukwila by the Washington
State Department of Transportation, from general funds of the City of Tukwila, and from
other monies applicable thereto that the City may have available or may obtain. The
Director of the Public Works Department or his designee is hereby authorized to
negotiate with and make offers to the owners of said land or property for the purposes
of making or paying just compensation, and to approve the payment of just
compensation as negotiated with said owners or as ordered by the Court.
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i
Section 4. In the absence of negotiated purchases with the affected property
owners, the City Attorney is hereby authorized and directed to undertake proceedings
provided by law to condemn, appropriate, and take the property necessary to carry out
the provisions of this ordinance. The City Attorney is further authorized to approve and
enter into any and all such agreements, stipulations, and orders necessary to carry out
the provisions of this ordinance, including for the payment of just compensation as
agreed to with the property owners, or as ordered by the Court.
Section 5. Corrections by City Clerk or Code Reviser. Upon approval of the
City Attorney, the City Clerk and the code reviser are authorized to make necessary
corrections to this ordinance, including the correction of clerical errors; references to
other local, state or federal laws, codes, rules, or regulations; or ordinance numbering
and section /subsection numbering.
Section 6. Severability. If any section, subsection, paragraph, sentence, clause
or phrase of this ordinance or its application to any person or situation should be held to
be invalid or unconstitutional for any reason by a court of competent jurisdiction, such
invalidity or unconstitutionality shall not affect the validity or constitutionality of the
remaining portions of this ordinance or its application to any other person or situation.
Section 7. Effective Date. This ordinance or a summary thereof shall be
published in the official newspaper of the City, and shall take effect and be in full force
five days after passage and publication as provided by law.
PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, at
a Regular Meeting thereof this day of , 2015.
ATTEST /AUTHENTICATED:
Christy O'Flaherty, MMC, City Clerk
APPROVED AS TO FORM BY:
Rachel B. Turpin, City Attorney
Jim Haggerton, Mayor
Filed with the City Clerk:_
Passed by the City Council:
Published:
Effective Date:
Ordinance Number:
Attachments: Exhibit A — Legal Description and Map, Parcel No
Right of Way
Exhibit B — Legal Description and Map, Parcel No
Temporary Construction Easement
Exhibit C — Legal Description and Map, Parcel No
Temporary Construction Easement
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252304 -9039,
252304 -9039,
252304 -9077,
Page 3 of 3
i
EXHIBIT
PARCEL N4.252304 -9039
TRAIL EASEMENT
THAT PORTION OF REVISED LOT 1, BOUNDARY LINE ADJUSTMENT NO. 81- 40 -BLA, RECORDED
DECEMBER 16, 1981 UNDER RECORDING NO. 8112160540, KING COUNTY RECORDS, WA,
DESCRIBED AS FOLLOWS:
BEGINNING AT THE NW CORNER OF SAID LOT 1;
THENCE SOUTH 030 3B'31" WEST ALONG THE WESTERLY LINE OF SAID LOT1, A DISTANCE OF26.82
FEET TO POINT "M" AND THE SOUTHEASTERLY LINE OF THAT EASEMENT FOR A PEDESTRIAN TRAIL
RECORDED UNDER RECORDING NO. 8009190876, KING COUNTY, WA.
THENCE ALONG SAID SOUTHEASTERLY LINE THE FOLLOWING COURSES:
NORTH 72° 29'01 " EAST, 65.85 FEET,-
NORTH 49° 59'53- EAST, 30.96 FEET TO THE TRUE POINT OF BEGINNING;
NORTH 49° 59'53- EAST, 24.71 FEET;
SOUTH 88- 22' 06" EAST, 24.71 FEET TO A NON TANGENT CURVE TO THE LEFT,'
THENCE ALONG SAID CURVE WHOSE CENTER BEARS SOUTH 01'37'54" WEST, 65.00 FEET, AN ARC
DISTANCE OF 47.23 FEET TO THE TRUE POINT OF BEGINNING.
CONTAINING 71 SQUARE FEET, MORE OR LESS.
TOGETHER WITH:
BEGINNING AT POINT 'M';
THENCE NORTH 72'29'01 "EAST ALONG SAID SOUTHEASTERLY LINE OF SAID PEDESTRIAN TRAIL
EASEMENT, 59.18 FEET TO A NON TANGENT CURVE TO THE RIGHT.
THENCE ALONG SAID CURVE WHOSE CENTER BEARS NORTH 29° 15'15" WEST, 145.46 FEET, AN ARC
DISTANCE OF 59.60 TO POINT 'M':
CONTAINING 120 FEET, MORE OR LESS.
TOTAL EASEMENT AREA CONTAINING 191 SQUARE FEET, MORE OR LESS.
D�-ZS -ZOr�
252304 -9039 ESMT Page 1 of 1
KPC
TACOMA- SFATTLE
i
NW 1/4, SEC. 25, T. 23 N., R. 4 E., W.M.
-S-03-38'31"
____..__ -_ S_ 03'38'31 " w +
PROPERTY LINE , Mr 26._$2' POB z iaw� IM
N
NW CORNER
LOT 1 (81- 40 -BLA)
v�
59.18 �+
cp
0
.+.
o +
ao °9
TRAIL EASEMENT
AREA = 120 S.F.t
1
TAX LOT NUMBER 6,67' `
252304 -9039
TOTAL TRAIL EASEMENT �
AREA =191 S.F.t o
\TPOB `
s co
O �
TRAIL EASEMENT o
AREA = 71 S.F.f c
c,? w
�N W Z
J
1�
d
J 1�
Q d
DATE: 6/25/2015 FILE: 252304 -9039 ESMT.DWG
jT6. pr EXHIBIT
753%A -N 1112JeAel"Ave PARCEL 252304 -9039
Wtte,WA961M T..,WA9492
(2ca�296tcaa 953)627 -0020 TRAIL EASEMENT
wm
Na:
I
EXHIBIT
PARCEL NO. 252304-9039
TEMPORARY CONSTRUCTION EASEMENT
THAT PORTION OF REVISED LOT 1, BOUNDARY LINE ADJUSTMENT NO, 81- 40 -BLA, RECORDED
DECEMBER 16, 1981 UNDER RECORDING NO. 8112160540, KING COUNTY RECORDS, WA,
DESCRIBED AS FOLLOWS:
BEGINNING A T THE NW CORNER OF SAID LOT 1;
THENCE SOUTH 030 38'31 " WEST ALONG THE WESTERLY LINE OF SAID LOT 1, A DISTANCE OF 26.82 FEET
TO POINT M "AND THE SOUTHEASTERLY LINE OF THAT EASEMENT FOR A PEDESTRIAN TRAIL
RECORDED UNDER RECORDING NO. 8009190876, KING COUNTY, WA.
THENCE ALONG SAID SOUTHEASTERLY LINE THE FOLLOWING COURSES:
NORTH 720 29'01 " EAST, 65.85 FEET,'
NORTH 49'59'53" EAST, 55.67 FEET,•
SOUTH 88'22'06" EAST, 110.49 FEET;
NORTH 66° 48'01 " EAST, 45.60 FEET TO THE TRUE POINT OF BEGINNING;
NORTH 66° 48'01" EAST, 21.61 FEET TO THE NORTHEASTERLY LINE OF SAID LOT 1;
THENCE ALONG SAID NORTHEASTERLY LINE THE FOLLOWING COURSES:
SOUTH 40° 15'25" EAST, 3.19 FEET,-
SOUTH 280 23'00" EAST, 49.69 FEET,
THENCE SOUTH 78° 23' 25" WEST, 10.44 FEET TO THE WESTERLY LINE OF THAT RIVER PROTECTION
EASEMENT RECORDED UNDER RECORDING NO. 7608040557, KING COUNTY RECORDS, WA;
THENCE ALONG SAID WESTERLY LINE NORTH 280 23'00" WEST, 41.49 FEET;
THENCE NORTH 78° 16'00- WEST, 15.92 FEET TO THE TRUE POINT OF BEGINNING.
CONTAINING 572 FEET, MORE OR LESS.
TOGETHER WITH:
BEGINNING AT POINT "M';
THENCE SOUTH 03° 38'31 " WEST ALONG THE WESTERLY LINE OF SAID LOT 1 A DISTANCE
OF 4.54 FEET,•
THENCE NORTH 84° 00'44" EAST, 1.90 FEET TO A CURVE TO THE LEFT,
THENCE ALONG SAID CURVE WHOSE CENTER BEARS NORTH 05'59'16" WEST, 131.00 FEET, AN ARC
DISTANCE OF 65.37 FEET,•
THENCE NORTH 55° 25' 11 " EAST, 42.52 FEET TO A CURVE TO THE RIGHT;
252304 -9039 TCE Page 1 of 2
KPH
TACOMA- SEATn.,F
i
THENCE ALONG SAID CURVE WHOSE CENTER BEARS SOUTH 34034'49" EAST, 53.00 FEET, AN ARC
DISTANCE OF 32.66 FEET;
THENCE SOUTH 89° 16'24" EAST, 67.98 FEET TO A CURVE TO THE LEFT,•
THENCE ALONG SAID CURVE WHOSE CENTER BEARS NORTH 00° 43' 36" EAST, 65.00 FEET, AN ARC
DISTANCE OF 16.35 FEET TO THE SOUTH LINE OF SAID PEDESTRIAN TRAIL EASEMENT;
THENCE NORTH 880 22'06" WEST ALONG SAID SOUTH LINE, 82.10 FEET TO A CURVE TO THE LEFT;
THENCE ALONG SAID CURVE WHOSE CENTER BEARS SOUTH 01 ° 37' 54" WEST, 65.00 FEET, AN
ARC DISTANCE OF 47.23 FEET TO THE SOUTHEASTERLY LINE OF SAID PEDESTRIAN TRAIL
EASEMENT;
THENCE ALONG SAID SOUTHEASTERLY LINE THE FOLLOWING COURSES:
SOUTH 49'59'53" WEST, 30.96 FEET;
SOUTH 720 29'01 " WEST, 6.67 FEET TO A NON TANGENT CURVE TO THE RIGHT,•
THENCE ALONG SAID CURVE WHOSE CENTER BEARS NORTH 29° 15,15" WEST, 145.46 FEET, AN ARC
DISTANCE OF 59.60 FEET TO POINT `M".
CONTAINING 719 FEET, MORE OR LESS.
TOTAL EASEMENT AREA CONTAINING 1291 SQUARE FEET, MORE OR LESS.
252304 -9039 TCE Page 2 of 2
]ECPGr
TACOMA- SEATTLE
ii
NW 1/4, SEC. 25,.T. 23 N., R. 4 E., W.M.
26.82' Rf16
NW CORNER
LOT 1 (81- 40 -BLA)
`r,�
P. c
on
°o
w_
TAX LOT NUMBER
252304 -9039
TOTAL TEMPORARY CONSTRUCT
EASEMENT
AREA =1291 S.F.f
TEMP CONSTRUCTK
AREA = 71�
DATE: 6/25/2015 FILE: 252304 -9039 TCE.DWG
RE cm EXHIBIT SHEET 1
7539IhAveN 2582Jeff&WAve PARCEL 252304 -9039
Se2ft,WA98109 Tamm,WA98402
()��0 (253)0 -0720 TEMPORARY CONSTRUCTION EASEMENT
NW 1/4, SEC. 25, T. 23 N., R. 4 E., W.M.
R= 65.00', L= 16.35'
3.
TAX LOT NUMBER
252304 -9039
SEE SHEET 9 I z
W
Z
J
W
d
O
llC l `
��T
�s soy
�o jy
s
BPS
TPOB 21.61' �G g
O
TEMP CONSTRUCTION EASEMENT 1v
AREA = 572 S.F.t k6
3.19'
DATE: 6/25/2015 FILE: 252304 -9039 TCE.DWG
RE EXHIBIT SHEET 2
753MA -N M2Jed —nAve PARCEL 252304 -9039
SeztE . WA 98109 Tzcona. WA 98402
(P08)2B&iFAO (253) 627 -JTM TEMPORARY CONSTRUCTION EASEMENT
wm
EXHIBIT
PARCEL NO. 252304 -9077
TEMPORARY CONSTRUCTION EASEMENT
THAT PORTION OF REVISED LOT 2, BOUNDARY LINE ADJUSTMENT NO. 81 -40 -BLA, RECORDED
DECEMBER 16, 1981 UNDER RECORDING NO. 8112160540, KING COUNTY RECORDS, WA,
DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE SOUTHWESTERLY MARGIN OF CITY OF SEATTLE PIPELINE
RIGHT OF WAY, A.F. NO. 4106155 AND THE EASTERLY MARGIN OF CHRISTENSON ROAD;
THENCE ALONG SAID EASTERLY MARGIN FOLLOWING COURSES:
NORTH 01' 10'54" EAST, 3780 FEET TO POINT "I
NORTH 01 ° 10'54" EAST, 184.01 FEET,'
SOUTH 88'22'06" EAST, 9.08 FEET TO THE SOUTHWESTERLY LINE OF THAT EASEMENT FOR A
PEDESTRIAN TRAIL RECORDED UNDER RECORDING NO. 8009190876, KING COUNTY, WA;
THENCE SOUTH 61'42'17" EAST ALONG SAID SOUTHWESTERLY LINE, 1.03 FEET TO POINT 'J" AND THE
EASTERLY LINE OF THAT SIDEWALK EASEMENT SHOWN ON THE BOUNDARY LINE ADJUSTMENT
NO. 81 -40 -BLA RECORDED UNDER RECORDING NO. 8112160540, KING COUNTY, WA;
THENCE ALONG SAID SOUTHWESTERLY LINE OF SAID PEDESTRIAN TRAIL THE FOLLOWING COURSES:
SOUTH 610 42' 17" EAST, 58.36 FEET TO POINT K
SOUTH 610 42'17" EAST, 11.60 FEET,'
SOUTH 36'49'37" EAST, 70.90 FEET,
SOUTH 56'32'27" EAST, 111.62 FEET,
SOUTH 83° 10'26" EAST, 17.98 FEET TO POINT "L ";
SOUTH 83° 10'26- EAST, 114.83 FEET,•
NORTH 720 29' 01 " EAST, 2.54 FEET TO THE TRUE POINT OF BEGINNING,
NORTH 72° 29'01 " EAST, 18.19 FEET TO A POINT ON THE EAST LINE OF SAID
LOT 2, SAID POINT BEING SOUTH 03° 38' 31 " WEST, 26.82 FEET FROM
THE NORTHEAST CORNER OF SAID LOT 2;
THENCE SOUTH 03'38'31 " WEST ALONG SAID EAST LINE, 4.54 FEET,'
THENCE SOUTH 84'00'44' WEST 1.07 FEET TO A CURVE TO THE RIGHT;
THENCE ALONG SAID CURVE TO THE RIGHT WHOSE CENTER BEARS NORTH 05° 59' 16 "WEST, 151.00
FEET AN ARC DISTANCE OF 14.28 FEET,
THENCE SOUTH 89° 25'53" WEST, 1.74 TO THE TRUE POINT OF BEGINNING;
CONTAINING 41 SQUARE FEET, MORE OR LESS,
252304 -9077 TCE Page 1 of 3
XCIFOCIll
TACOMA- tiFATT(.,F.
Me
TOGETHER WITH:
BEGINNING AT POINT
THENCE NORTH 01' 10'54" EAST ALONG THE EASTERLY MARGIN OF CHRISTENSON ROAD, 32.00 FEET;
THENCE SOUTH 88'49'06" EAST, 15.00 FEET'
THENCE SOUTH 01 ° 10'54" WEST, 32.00 FEET;
THENCE NORTH 88'49'06" WEST, 15.00 FEET TO POINT 'Tl'
CONTAINING 480 FEET, MORE OR LESS.
TOGETHER WITH:
BEGINNING AT POINT "J';
THENCE SOUTH 610 42'17" EAST, 5.00 FEET,•
THENCE SOUTH 31'08'28" WEST, 8.91 FEET TO THE EASTERLY LINE OF SAID SIDEWALK EASEMENT,
THENCE NORTH 01 ° 10'54 "EAST ALONG SAID EASTERLY LINE, 10.00 FEET TO POINT `J';
CONTAINING 22 SQUARE FEET, MORE OR LESS.
TOGETHER WITH:
BEGINNING AT POINT "K';
THENCE SOUTH 61'42'17" EAST, 11.60 FEET'
THENCE SOUTH 36'49'37- EAST, 63.05 FEET TO A NON TANGENT CURVE,•
THENCE ALONG SAID CURVE TO THE RIGHT WHOSE CENTER BEARS NORTH 36° 44' 25" EAST,
111.00 FEET, AN ARC DISTANCE OF 30.93;
THENCE NORTH 376 17' 33" WEST, 43.08 FEET TO POINT "K':
CONTAINING 268 SQUARE FEET, MORE OR LESS.
252304 -9077 TCE Page 2 of 3
l<P'G
T. .ACOMA• SFATTLE
all
TOGETHER WITH:
BEGINNING AT POINT "L
THENCE SOUTH 83° 10'26" EAST, 109.09 FEET,•
THENCE SOUTH 89'25'53" WEST, 24.17 FEET TO A CURVE TO THE RIGHT,•
THENCE ALONG SAID CURVE WHOSE CENTER BEARS NORTH 00° 34' 07" WEST, 221.00 FEET, AN ARC
DISTANCE OF 37.20 FEET'
THENCE NORTH 80° 55' 24" WEST, 18.75 FEET TO A CURVE TO THE RIGHT;
THENCE ALONG SAID CURVE WHOSE CENTER BEARS NORTH 090 04'36- EAST, 151.00 FEET AN ARC
DISTANCE OF 29.59 FEET TO POINT 1"
CONTAINING 359 SQUARE FEET MORE OR LESS.
TOTAL EASEMENT AREA CONTAINING 1170 SQUARE FEET, MORE OR LESS.
252304 -9077 TCE Page 3 of 3
IKIPO�
TACOMA- SEATTLE
91
g 08 NW 1/4, SEC. 25, T. 23 N., R. 4 E., W.M.
'1 \
c� I 5�36-
r SEE
DETAIL "A"
o I K.. > >.6d,
0 o t'
(DIM
F=
X
w o I TEMPORARY CONSTRUCTION EASEMENT 6
AREA = 268 S.F.t
f
�I
R= 111.00', L= 30.93'
LLJ TAX LOT NUMBER
Q 252304 -9077
= al ¢ I TOTAL EASEMENT
AREA =1170 S.F.t
I co °
c�
W �I TEMPORARY CONSTRUCTION EASEMENT ++ n
AREA = 480 S.F.f DETAIL A
� w
I W 15.00'
9.08'
POINT "J"
_ •o 0 1.03' SOp •
U _ •o
`�' "' >- TEMPORARY CONSTRUCTION EASEMENT
1 AREA = 22 S.F.t
I I 15.00 ° °
0
! � o
20' '
ROW
n l \ F
CITY OF SEATTLE X
PIPELINE R/W
AF # 4106155 I
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DATE• FILE; 252304 -9077 TCE.DWG
KPH EXHIBIT SHEET 1
753JW-N 25ffi1el —,Aw PARCEL 252304 -9077
sea W. WA 98109 Tacoma, WA 96402
POE )266 -,649 (283) 627 -0720 TEMPORARY CONSTRUCTION EASEMENT
w l_ Icom
92
NW 1/4, SEC. 25, T. 23 N., R. 4 E., W.M.
DETAIL "B"
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TEMPORARY CONSTRUCTION EASEMENT
AREA = 41 S,F.f
,+. Z)'+
z
17.98'
rn
U i
v
o TEMPORARY CONSTRUCTION EASEMENT
AREA = 359 S.F.f
J? 109.09'
18.75'
0
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24.17'
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LOT 2 (81- 40 -BLA)
DATE: 6/25/2015 FILE: 252304 -9077 TCE.DWG
Crac EXHIBIT SHEET 2
753t!AreN 2502Je' -,AIl PARCEL 252304 -9077
Sea e,WA9B109 Tepma,WA9Q!02
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WNN.Y TEMPORARY CONSTRUCTION EASEMENT
� Win
93
b
COUNCIL AGENDA SYNOPSIS
---------------------------- - - - - -- Initials
Meelin
,g Date
Prepared b y
Mayor's review
Council review
07/27/15
RE
j
❑ Ordinance
Mtg Date
08/03/15
RE
❑ Other
Mtg Date
SPONSOR ❑ Council ❑ Mayor [:].HR ❑ DCD ❑ Finance ❑ Fire ❑ IT Z P&R ❑ Police ❑ PWI
SPONSOR'S After the Green City Partnerships presentation to the Community Affairs and Parks Council
SUMMARY Committee on 05/20/15, the Committee requested staff bring back a proposed agreement
between the City and Forterra for development of a Green Tukwila Partnership 20-Year
Plan.
REvij-,"WF,',D BY ❑ COW Mtg. Z CA&P Cmte ❑ F&S Cmte ❑ Transportation Cmte
❑ Utilities Cmte ❑ Arts Comm. ❑ Parks Comm. ❑ Planning Comm.
DATE: 7/13/15 COMMITTEE CHAIR: SEAL
RECOMMENDATIONS:
SPONSOR/ADMIN. Parks & Recretation Department
COMMIT -fEE7 Unanimous Approval; Forward to Committee of the Whole
COST IMPACT / FUND SOURCE
EXPENDITURE REQUIRED AMOUNT BUDGETED APPROPRIATION REQUIRED
$$40,000 $ $
Fund Source:
Comments: Budget Amendment Request completed for this ($10,000 in 2015 and $30,000 in 2016)
MTG. DATE
RECORD OF COUNCIL ACTION
07/27/15
ITEM INFORMATION
ITEM NO.
6-C.
ISTAFF
SPONSOR: ROBERT EATON
ORIGINAL A(,F'NDADATE: 07/27/15
AGENDA I'i,i,,m TjTLE Green City Partnerships Agreement
CAT GORY Z Discussion
Mtg Date 7127115
z Motion
Mtg Date 813115
1:1 Resolution
Mtg Date
❑ Ordinance
Mtg Date
❑ BidAward
Mtg Date
[:] Public Hearing
Mt g Date
❑ Other
Mtg Date
SPONSOR ❑ Council ❑ Mayor [:].HR ❑ DCD ❑ Finance ❑ Fire ❑ IT Z P&R ❑ Police ❑ PWI
SPONSOR'S After the Green City Partnerships presentation to the Community Affairs and Parks Council
SUMMARY Committee on 05/20/15, the Committee requested staff bring back a proposed agreement
between the City and Forterra for development of a Green Tukwila Partnership 20-Year
Plan.
REvij-,"WF,',D BY ❑ COW Mtg. Z CA&P Cmte ❑ F&S Cmte ❑ Transportation Cmte
❑ Utilities Cmte ❑ Arts Comm. ❑ Parks Comm. ❑ Planning Comm.
DATE: 7/13/15 COMMITTEE CHAIR: SEAL
RECOMMENDATIONS:
SPONSOR/ADMIN. Parks & Recretation Department
COMMIT -fEE7 Unanimous Approval; Forward to Committee of the Whole
COST IMPACT / FUND SOURCE
EXPENDITURE REQUIRED AMOUNT BUDGETED APPROPRIATION REQUIRED
$$40,000 $ $
Fund Source:
Comments: Budget Amendment Request completed for this ($10,000 in 2015 and $30,000 in 2016)
MTG. DATE
RECORD OF COUNCIL ACTION
07/27/15
Forward to next Regular Meeting
MTG. DATE
ATTACHMENTS
07/27/15
Informational Memorandum dated 07/08/15
Green City Partnerships Presentation Memorandum dated 5/20/15 and attachments
Agreement with Forterra for Green Tukwila Partnership 20-Year Plan
Minutes from the Community Affairs and Parks Committee meeting of 07/13/15
8/3/15
No Attachments
95
U-9
Co uNcm AGENDA SYNOPSIS
Me tin
Mee tin Date
Prepared by
Mayor's review
Council review
07/27/15
PMC
Resolution
Mig Date
Ordinance
Mt g Dale 813119
08/03/15
PMC
❑ Other
Mtg Date
SPONSOR ❑ Council ❑ Major ❑ HR ❑ DCD N.Finance E:].Fire ❑ IT ❑ P&R ❑ Police ❑ PW'
SPONSOR'S The City Council is being asked to approve an ordinance amending the 2015-2016 biennial
SUMMARY budget to adjust certain costs and beginning fund balances and to record budget for new
initiatives. This item is scheduled for Council consideration at the 7/27/15 C.O.W. and
8/3/15 Regular Council meeting.
REVIEWED BY ❑ cow Mtg. ❑ CA&P Cmte F&S Cmte ❑ Transportation Cmte
❑ Utilities Cmte ❑ Arts Comm. ❑ Parks Comm. ❑ Planning Comm.
DATE: 7/21/15 COMMITTEE CHAIR: HOUGARDY
RECOMMENDATIONS:
SPONSOR /ADMIN. Finance Department
Comm "171", I-,, Unanimous Approval; Forward to Committee of the Whole
COST IMPACT / FUND SOURCE
EXPENDITURE REQUIRED AMOUNT BUDGETED APPROPRIATION REQUIRED
Fund Source: MISCELLANEOUS FUNDING SOURCES, SEE DETAIL
Comments.-
MTG. DATE
RECORD OF COUNCIL ACTION
7/27/15
ITEM INFORMATION
ITEM NO.
WA
ISTAFFSPONSOR: PEGGY MCCARTHY
ORIGINAL AGENDA DATE: 7/27/15
AG 1-,'NDA ITEM Ti,i,i..E An Ordinance amending the 2015-2016 biennial budget.
CATEGORY M Discussion
Mt g Date 7127115
❑Motion
Mt g Date
Resolution
Mig Date
Ordinance
Mt g Dale 813119
:8idAxard
Mtg Date
Publir.Hearin g
27119
Mt Date 7 1
❑ Other
Mtg Date
SPONSOR ❑ Council ❑ Major ❑ HR ❑ DCD N.Finance E:].Fire ❑ IT ❑ P&R ❑ Police ❑ PW'
SPONSOR'S The City Council is being asked to approve an ordinance amending the 2015-2016 biennial
SUMMARY budget to adjust certain costs and beginning fund balances and to record budget for new
initiatives. This item is scheduled for Council consideration at the 7/27/15 C.O.W. and
8/3/15 Regular Council meeting.
REVIEWED BY ❑ cow Mtg. ❑ CA&P Cmte F&S Cmte ❑ Transportation Cmte
❑ Utilities Cmte ❑ Arts Comm. ❑ Parks Comm. ❑ Planning Comm.
DATE: 7/21/15 COMMITTEE CHAIR: HOUGARDY
RECOMMENDATIONS:
SPONSOR /ADMIN. Finance Department
Comm "171", I-,, Unanimous Approval; Forward to Committee of the Whole
COST IMPACT / FUND SOURCE
EXPENDITURE REQUIRED AMOUNT BUDGETED APPROPRIATION REQUIRED
Fund Source: MISCELLANEOUS FUNDING SOURCES, SEE DETAIL
Comments.-
MTG. DATE
RECORD OF COUNCIL ACTION
7/27/15
Forward to the next Regular Meeting
MTG. DATE
ATTACHMENTS
7/27/15
Informational Memorandum dated 7/1/15 (Revised after FS meeting)
Draft Ordinance
City of Tukwila, 2015-2016 Budget Amendment Detail (spreadsheet)
Minutes from the Finance & Safety Committee Meeting of 7/21/15
8/3/15
Ordinance in final form
i
WA
9.4
City of Tukwila
Washington
Ordinance No.
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TUKWILA, WASHINGTON, AMENDING ORDINANCE NO.
2458, WHICH ADOPTED THE CITY OF TUKWILA'S BIENNIAL
BUDGET FOR THE 2015 -2016 BIENNIUM, TO ADOPT AN
AMENDED BIENNIAL BUDGET; PROVIDING FOR
SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE.
WHEREAS, Ordinance No. 2458 adopted the 2015 -2016 biennial budget of the City
of Tukwila on November 17, 2014; and
WHEREAS, on July 27, 2015, following required public notification, the City Council
conducted a public hearing on the proposed budget amendments;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA,
WASHINGTON, HEREBY ORDAINS AS FOLLOWS:
Section 1. Ordinance Amended. Ordinance No. 2458 is hereby amended with
the City Council's adoption of the document entitled "City of Tukwila 2015 -2016 Biennial
Budget Amendment," attached hereto and incorporated by this reference as if fully set
forth herein, in accordance with RCW 35A.33.075.
Section 2. Estimated Revenues and Appropriations. The totals of the estimated
revenues and appropriations for each separate fund and the aggregate totals are as
follows:
FUND
EXPENDITURES
REVENUES
000 General
$127,438,824
$127,438,824
103 Residential Street
$10,846,721
$10,846,721
104 Arterial Street
$36,686,080
$36,686,080
233 LID Fund
$2,637,813
$2,637,813
302 Facility Replacement
$9,719,204
$9,719,204
(continued ...)
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FUND
EXPENDITURES
REVENUES
401 Water
$17,699,000
$17,699,000
402 Sewer
$21,871,000
$21,871,000
412 Surface Water
$20,173,000
$20,173,000
501 Equipment Rental
$11,608,610
$11,608,610
502 Employee Health Insurance Fund
$13,274,958
$13,274,958
503 Retiree Health Insurance Fund
$1,510,191
$1,510,191
Section 3. Copies on File. A complete copy of the final budget for 2015 -2016, as
adopted, together with a copy of this amending ordinance, shall be kept on file in the
City Clerk's Office, and a copy shall be transmitted by the City Clerk to the Division of
Municipal Corporations of the Office of the State Auditor and to the Association of
Washington Cities.
Section 4. Corrections by City Clerk or Code Reviser. Upon approval of the
City Attorney, the City Clerk and the code reviser are authorized to make necessary
corrections to this ordinance, including the correction of clerical errors; references to
other local, state or federal laws, codes, rules, or regulations; or ordinance numbering
and section /subsection numbering.
Section 5. Severability. If any section, subsection, paragraph, sentence, clause
or phrase of this ordinance or its application to any person or situation should be held to
be invalid or unconstitutional for any reason by a court of competent jurisdiction, such
invalidity or unconstitutionality shall not affect the validity or constitutionality of the
remaining portions of this ordinance or its application to any other person or situation.
Section 6. Effective Date. This ordinance or a summary thereof shall be
published in the official newspaper of the City, and shall take effect and be in full force
and effect five days after passage and publication as provided by law.
PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, at
a Regular Meeting thereof this day of , 2015.
ATTEST /AUTH ENTICATED:
Christy O'Flaherty, MMC, City Clerk
APPROVED AS TO FORM BY:
Rachel B. Turpin, City Attorney
Jim Haggerton, Mayor
Filed with the City Clerk :_
Passed by the City Council
Published:
Effective Date:
Ordinance Number:
Attachment: City of Tukwila 2015 -2016 Biennial Budget Amendment
W: Word Processing \Ordinances \Budget amendment 2015 -2016 biennium 7 -28 -15
PM:bjs
100
Page 2 of 2
City of Tukwila 2015 -2016 Biennial Budget Amendment
Adopted August 3, 2015
ORIGINAL AMENDED
Reconciliation of 2015 -2016 Budget Summary to Ordinance BUDGET BUDGET
EXPENDITURES
2015
Expenditures
2016
Expenditures
2016 Ending
Fund Balance
Total
Expenditures
2015
Amendrnent-
Total
Expenditures
000 General
$ 56,528,833
$ 59,762,899
$ 9,526,047
$ 125,817,778
,1,621,046
$ 127,438,824
101 Hotel /Motel
1,577,642
427,500
592,174
2,597,316
s
2,597,316
103 City Street
1,868,000
8,823,000
390,721
11,081,721
(235,000),
10,846,721
104 Arterial Street
21,557,511
14,200,217
148,353
35,906,080
780,OQO
36,686,080
105 Contingency
-
-
5,703,632
5,703,632
109 Drug Seizure Fund
5,703,632
180,000
109 Drug Seizure Fund
55,000
45,000
80,000
180,000
200 LTGO Bonds
537,000
878,333
-
1,415,333
1,415,333
211 Limited Tax G.O. Refunding Bonds, 2008
811,300
811,100
1,000
1,623,400
1,623,400
866,315
212 Limited Tax G.O. Bonds, 2009A
437,355
427,960
1,000
866,315
214 Limited Tax G.O. Bonds, 2010A
585,649
585,451
1,000
1,172,100
',
1,172,100
216 Limited Tax G.O. Refunding Bonds, ValleyComm
228,800
-
1,000
229,800
229,800
1,095,500
217 2011 Refunding Bonds
545,825
548,675
1,000
1,095,500
218 2014 Facility
113,130
113,130
-
226,260
113,130
226,260
206 LID Guaranty
-
-
669,000
669,000
237,000,
669,000
2,637,813
233 2013 LID
794,284
736,005
870,524
2,400,813
301 Land Acquisition, Recreation & Park Devl.
3,273,000
292,000
337,000
3,902,000
311,000
3,902,000
302 Facility Replacement
4,380,000
4,415,000
1,787,204
10,582,204
(863;000)
9,719,204
303 General Government Improvements
320,550
330,641
249,809
901,000
200,500
901,000
304 Fire Improvements
-
-
550,200
550,200
° ";
550,200
401 Water
7,448,185
8,298,949
2,674,866
18,422,000
; ', ,(723,000)
17,699,000
402 Sewer
8,636,400
9,796,006
1,553,594
19,986,000
, 1,885,000!
21,871,000
411 Foster Golf Course
1,768,017
1,812,394
601,083
4,181,494
4,181,494
412 Surface Water
11,070,311
6,591,228
2,767,461
20,429,000
(256,000)
41,4741
20,173,000
11,608,610
501 Equipment Rental
3,555,343
2,409,952
5,601,841
11,567,136
502 Insurance Fund
6,342,002
6,344,241
1,594,715
14,280,958
(1,006,000)
13,274,958
503 Insurance - LEOFF 1 Fund
948,819
617,391
205,981
1,772,191
(262,000)
1,510,191
611 Firemen's Pension
132,727
132,727
1,351,846
1,617,300
1 1
1 1,61 7,300
Total
$ 133,515,682
$ 128,399,799
$ 37,261,050
$ 299,176,531
'$ 1,219,520`
$ 300,396,051
REVENUES
2015 Beginning
Fund Balance
2015
Revenues
2016
Revenues
Total
Revenues
2015: 1
Amendment
Total
Revenues
000 General
$ 9,500,000
$ 56,731,999
$ 59,585,779
$ 125,817,778
,° 1,621,046.
127,438,824
2,597,316
101 Hotel/ Motel
500,000
1,467,316
630,000
2,597,316
103 City Street
1,400,000
524,842
9,156,878
11,081,721
,!, (235,000)
10,846,721
104 Arterial Street
600,000
21,302,000
1 14,004,080
35,906,080
780,000
36,686,080
105 Contingency
5,700,000
1,816
1,816
5,703,632
5,703,632
109 Drug Seizure Fund
60,000
60,000
60,000
180,000
180,000
200 LTGO Bonds
-
537,000
878,333
1,415,333
1,415,333
211 Limited Tax G.O. Refunding Bonds, 2008
1,000
811,300
811,100
1,623,400
1,623,400
212 Limited Tax G.O. Bonds, 2009A
1,000
437,355
427,960
866,315
866,315
1,172,100
214 Limited Tax G.O. Bonds, 2010A
1,000
585,649
585,451
1,172,100
216 Limited Tax G.O. Refunding Bonds, ValleyComm
1,000
228,800
-
229,800
229,800
217 2011 Refunding Bonds
1,000
545,825
548,675
1,095,500
1,095,500
218 2014 Facility
-
113,130
113,130
226,260
226,260
206 LID Guaranty
668,000
500
500
669,000
237,000
669,000
2,637,813
233 2013 LID
805,000
810,140
785,673
2,400,813
301 Land Acquisition, Recreation & Park Devl.
1,100,000
2,491,000
311,000
3,902,000
3,902,000
302 Facility Replacement
1,800,000
4,453,602
4,328,602
10,582,204
(863,000)
9,719,204
901,000
303 General Government Improvements
500,000
200,500
200,500
901,000
304 Fire Improvements
450,000
50,100
50,100
550,200
550,200
401 Water
6,500,000
5,829,000
6,093,000
18,422,000
(723;000)
17,699,000
402 Sewer
3,400,000
8,262,000
8,324,000
19,986,000
1,885,000
21,871,000
411 Foster Golf Course
600,000
1,769,747
1,811,747
4,181,494
4,181,494
412 Surface Water
2,200,000
11,261,000
6,968,000
20,429,000
(256,000)
20,173,000
501 Equipment Rental
4,500,000
3,613,043
3,454,093
11,567,136
41,474
11,608,610
502 Insurance Fund
3,500,000
5,186,929
5,594,029
14,280,958
(1,006,000)
13,274,958
503 Insurance - LEOFF 1 Fund
500,000
703,851
568,340
1,772,191
(262,000)
1,510,191
611 Firemen's Pension
1,500,000
58,650
58,650
1,617,300
1,617,300
Total
$ 45,788,000
$ 128,037,095
$ 125,351,436
$ 299,176,531
$ 1,219,520
$ 300,396,051
101
2015-2016 Biennial Budget Amendment Detail
2015 increase (Decrease)
Ref ]Dept i Explanation Acct Desc I Acct # Expense iRevenue Net
GENERALIFUND
From 2015-16 Budget Process
I I DCD Business Recycling )Prof Services
i i
1000.08.558.601.41.02
i
---
1 r6CD 2 -- ---------------------------- I ----------- —
_-i. Cost of living raise for Maggie Lubov for 2015 - grant funded Extra Labor - CTR
- I ----------
000.08.558.602.12.00
1 [Coordinator
I
___L ----------------------------------- -------------
----------
3 DCD Increased for additional work/staff- grant funded Supplies - Operating
000.08.558,602.31.00
------------------------------ --- ___ ----
4 DCD increased for additional expenses such as -new consultant services Prof Services
1000.08.558.602,41.07
1 grant funded
-------
5 FDCD Increased -- ------------------ -- -------------
_,;Wi�r additional expenses for new employees - grant iL�ncledIjravel - Parking, meals,
T ----------
1000,08.558.602.43.07
(mileage
45,500
--------------- -- ------ ------- -I-- -- ---- - -- -
6 DCD Misc. expenses -grant funded -Misc.
-4 - - -- - — - �
000.08.558.602.49. 7
------------------------------ ----------
DCD Metro CTR Program and additional Metro expenses Intergovernmental
000.08.558,602.51.00
i— - — - — — - — - — - — - — - — - — - — - — - — - — - — - — - — - — - - — - — - — - — - — - —
9 Rec Expenditures related to recreation and enrichment services for the (Extra Labor
- - - - - - - - - - -
1000.07.574.200.12.00
REACH After School Program (contract with Tukwila School District)
10 Rec Expenditures related to recreation and enrichment es for the Supplies
000.07.574.200.31.05
REACH After School Program (contract with Tukwila School District) I
I
------------------------------------ -------------
----------
ReC REACH Revenue (Reimbursement from TSD) Revenue
000.347.600.02
------------------------------------ -------------
12 Fire An error occurred in the final budget process . Line item was EM Office & Operating
----------
1000.11.52S.600,31-00
decreased from $16.8 K to $8K. Supplies
(10,000)
— - - - — - - — - — - — - — - — - — - — - — - — - — - - — - — - — - — - — - —
1-3 FKA�yor Postage Meter Lease - Budget was decreased and it needs to be Leases
- -
X000.03.514.200.45.00
reinstated to cover the lease agreement
- — - — - --- — -- - — - — - — - — - — - —
1-4 Fire - _Emergency Management vehicle paid for by the EM PG14 grant. Fleet Capital
- - - — - — - — - — - —
000.11.522.300.45.94
Grant revenue was recorded in the 2015-16 budget but expenditure Fire Dept
681,000
was not.
1-5 Fst-re—et- [Public Works Street Traffic Control Supplies - Repair & Maintenance iStreets - Street
1000.16.542.640.31.01
iiwas reduced by $20,000 during the budget process. For 2015 & 2016 iMaintenance[Traffic Control i
I I
I
— _rpol - Aut_li---------------------------
16 r- - — - - — - — - — - —
Theft Task Force ant revenue omitted from budget WA Assoc of Sheriffs and
- - — - — - — - — - —
000.334.069.00.01
Police Chiefs
890,400
----------------------------------- --------------
I ----------
17 1 Mayor Grant Funds not budgeted Public Defense
000.334.010.22.00
18 Fin —Ad-ju—stleei- n_ni rjfu n d_CaT ancbased on 2 1i actual ending fund Estimated Beginning Fund
1000,291.740.00.00
balance Balance
Adjust — ending —fu;-db�-1;n— b — - — - — - — - — - — - — - — - — - 7
19 Fin ing balance based on beginning fund balance Estimated Ending Fund
T
adjustment (Balance
20 'Total from 2015-16 Budget Process
4,272
500
(109,772)
500
15,000
45,500
4,500
50,000
8,600
(8,600)
5,
(5,000)
23,000
(23,000)
10,00c)
(10,000)
-136,000
136,000
23,400
23,400
681,000
887,372 p
890,400
3,028
Carryovers from 2014
20 CRT Code Smart software - insufficient time in 2014 to fully implement !Software !000.09.594.120.64.00 50,000 (50,000)
----------------------------- - - - - -- - - - - - - - - - -- - - - - — - — - — - — - — --
21 Fire 2014 purchases of Personal Protective Equipment were deferred Suppression Operating i000.11.522.200.31.01 50,000 (50,000)
with the instruction to make purchase in 2015, and to amend the iSupplies
associated Acct# in June of 2015
Total Carryovers from 2014 100,000 (100'000)1
ITIVA
1 of 5
i
2015 Increase (Decrease)
Ref Dept I Explanation ! Acct Desc
Acct#
Expense ! Revenue ! Net
Other
-------- -- ---- -- -- -------- ---- -- - - - --- ------ - -- - -- -- - - - - -- —
22 PW E 53rd Ave S (S 137th St - S 144th St) -City to fully fund design as 'Trans fer -out to Residential 000.597.103.00.00
-
174,000 — _ (174,000)
unsucessful for grant funds. Once designed, the residential street Streets
I should be "shovel ready" for future construction grant. Discussed at I
1 the 2/17/15 Transportation Committee. 1
(
r
— L-------------------------------- -- -- 1------ -- --------
-- - -- -- --
-
23 DCD Contract labor to backfill RFA Project Manager's position as part- Extra Labor
1000.08.558.600.12.00 -
50,000 ,
time planner
I I
I
1
24 ( Mayor Increase RFA Project Manager from .5 FTE to 1 FTE )Salaries and benefits
1000.08.558.600. * *. **
50,000 1
j (100,000)
(— -- — — — — — — — — — — 1 — — — — — —
25 — IT --- IT Strategic — - -
Plannin— —g Consultant - John Luthy, The Futures Corp. Technical Support
I I
—) - - -- - -- _
000.12.518.880.42 00
I
M20,000 1 — (20,000)
-)------------------------------------- }-------------
(------
i
-
26 Fire Originally scheduled Fire Prevention's 1/2 -ton Pickup Unit #1226 to Fleet Capital
000.11.522.300.45.94
18,474 (18,474)
be replaced in 2018. Now purchase in 2015 with Fire making up the !Fire Dept
I
1 $18,474 price difference. I
I
_ _ _ _ _ _ _ _ _ _ _ _ _ _
27 [ Police Reimbursement from the Washington Auto Theft Prevention TWA Assoc of Sheriffs and
1000.334.069.00.00
L -- — —I
47,300 '
— —
1 Authority (WATPA) grant for salary for an detective assigned as a [Police Chiefs (WATPA grant)
1
1 1
1 Auto Theft Task Force (ATTF) Detective. Begins July 1 I
I
1 1
I
_-_ I__-----_-_-_-----_-_-_--------- _--- _ -- _- _- _-----
_- _- _- - -_ -_- '.- '.------
.,L.__- __.1 -.
28 1 Police Reimbursement of benefits for the detective assigned as a ATTF 1 WA Assoc of Sheriffs and
1000.334.069.00.01
1 16,800
detective. Police Chiefs (WATPA grant)
,
— I------------------------------------- t--------- - - -
29 Police Salaries to backfill the assigned detective Police Detective
I 1
--t — i6-5 �t,t — -
000.10.5* 11.00
1
47,300 { — —1.
--
- L---------------------------- - - - - -- t -- - -- - - - - - - - -
- - — - — - — - — - — -
I
-
30 1 Police Benefits to backfill the assigned detective Police Detective
1 1
1000.10.5 * *. * * *.2 *.00 :
1
16,800 1 I
,
—
31 I Police Reimbursement of Salary for an Officer assigned as a trainer at the IWSCJTC ELEA
1000.334.*
52,600 ;
1 Washington State Criminal Justice Training Center (WSCJTC) for the reimbursement
1
I
Basic Law Enforcement Academy (BLEA), begins June 1. Three year
agreement.
32 Police Reimbursement of Benefits for the Officer assigned as a TAC Officer WSCJTC BLEA
000.334.*
! — 19,500 I
1 at WSCJTC Ireimbursement
I
--- - — - — - — - — - — - — - — - — - — - — - — - — - — - — - — - — - j -- - — - — - — - — - —
—
- � -- - — - — - — —
— —1
33 1 Police Salaries to backfill the officer assigned to BLEA 1Police Officer
1000.10.5 * *. ** *.11.00
52,600
1 I
- -------------- ---------- - - - - -- - - - ------- - - - - --
34 Police Benefits to backfill the officer assigned to BLEA (Police Officer
i
1000.10.5 * *. * * *.2 *.00
19,500 '
I !
I I
- ' -- --------------- ----- - - - - -- d - - --- --- --
35 �DCD Consultant services for plan review and building inspections due to Professional Services
1
- - - - - -
X000.08.559.600.41.00
- -' - -- -' -
150,000 T
vacancies in Building Division. (
1
I j
36 —DCD Consultant services for plan review and building inspections due to Permit fees
000.322.100.00.00 _
— 150,000 1
1 vacancies in Building Division. I
I
(------------------------------------- 1------------
I-------- - -'.__
—
37 1 Rec Expenditures related to expanded preschool; discussed at 1Salaries .5 FTE to .75 FTE
1000.07.574.200.11.00
13,485
Community Affairs & Parks Committee on April 13, 2015
I
_ ___ _ _
38 ( Rec Expenditures related to expanded preschool — [Extra Labor
1
1000.07.574.200.12.00
i
8,813 ;
1 I
I
— —
39 -Rec Expenditures related to expanded preschool � — Benefits
1
�000.07.574.200.2x.xx
I
_11,102 i ;
(13,250)
I
— )--------------- -- ---- -- -- ---- - - - -- -- 1- -- --- - - - - --
40 1 Rec Expenditures related to expanded preschool 1Supplies
#------ -- -- '._....._
1000.07.574.200.31.07
_....._ __.
1,100
t
--- - - - --- — — !-- - -- - -- - --
41 I Rec Expenditures related to expanded preschool [Professional Services
1000.07.574.200.41.07
500
I I
- -- -R- - - -- -- -- -- -- ---------- - - -- - -- - ------ - - - -
42 I Rec Revenue related to expanded preschool (Revenue
1 I
_- --- _- _- _-
i
--1 - - -- -
1000.347.600.003
I
_-
_21,75.._'.___.....__..
21,750
i
Total Other 633,674 ' 730,646 96,972 '
Total General Fund 000 1,621,046 1,621,046 '
RESIDENTIAL STREET FUND 103
From 2015 -16 Budget Process -
61 Fin
Adjust beginning fund balance based on 2014 actual ending fund
Estimated Beginning Fund 103.291.740.00.00
2015 Increase (Decrease)
Ref Dept
I Explanation Acct Desc
Acct #
Expense , Revenue Net
— '— —
62 I Fin
— — — --------------------- ----
Adjust ending fund balance based on beginning fund balance
------ -- -- -- -- ---- -- - -- ---
(Estimated Ending Fund 1103.01.291.840.00.00
_--- -'-- -'. —..
(235,000)1 1
46 Fire
Movement of the "ongoing replacement of 800 MHz radio's" funds ,Small Tools and Minor
,000.11.525.600.35.00
` 60,000
I
from Fire Administration to Fire Emergency Management (Equipment, Emergency
I
63 PW E
53rd Ave S (S 137th St - S 144th St) - City to fully fund design as
Decrease in grant funding to 103.334.030.63.00
(Management
unsucessful for grant funds. Once designed, the residential street
12/17/14 Transp Committee I
47 I Fire
Movement of the "ongoing replacement of 800 MHz radio's" funds!Radios Admin
X000.11.522.100.48.01
(60,000) — —i
_ � —V
—
64 PW E
from Fire Administration to Fire Emergency Management
Transfer in from General 103.397.000.00.00
174,000
60 Fin
Use sales tax collected in excess of budget to fund additional Sales tax revenue —
X000.313.100.00.00
_ a 422,696 — 422,696
1
General Fund costs ($336K positive budget variance for 1st quarter (
I
Ending fund balance
104.01.291.840.00.00
2015) (
I
( )
Total Other 633,674 ' 730,646 96,972 '
Total General Fund 000 1,621,046 1,621,046 '
RESIDENTIAL STREET FUND 103
From 2015 -16 Budget Process -
61 Fin
Adjust beginning fund balance based on 2014 actual ending fund
Estimated Beginning Fund 103.291.740.00.00
(235,000)
ibalance
ibalance
iBalance
'Balance
— '— —
62 I Fin
— — — --------------------- ----
Adjust ending fund balance based on beginning fund balance
------ -- -- -- -- ---- -- - -- ---
(Estimated Ending Fund 1103.01.291.840.00.00
_--- -'-- -'. —..
(235,000)1 1
Estimated Ending Fund
adjustment
Balance
1 1
Other
iBalance
I
63 PW E
53rd Ave S (S 137th St - S 144th St) - City to fully fund design as
Decrease in grant funding to 103.334.030.63.00
(174,000)
unsucessful for grant funds. Once designed, the residential street
12/17/14 Transp Committee I
}
CIP
should be "shovel ready" for future construction grant._ _
866,000 780,000 i (86,000)
_ � —V
—
64 PW E
53rd Ave S (S 137th St -S 144th St) -Use City funds in place of grant
Transfer in from General 103.397.000.00.00
174,000
funds not received.
(Fund
I
otal Residential Street
ARTERIAL STREET FUND 104
(235
From 2015 -16 Budget Process i I I I
65 Fin
Adjust beginning fund balance based on 2014 actual ending fund
(Estimated Beginning Fund
1104,291.740.00.00
i 775,000 '
ibalance
'Balance
66 r Fin
Adjust ending fund balance based on beginning fund balance
Estimated Ending Fund
X104.01.291.840.00.00
775,000 — —i
(
adjustment
iBalance
I
( I
Other
I
67 PWE
Major Maintenance on 3 Bridges 2015. With success of BRAC grant
CIP
104.98.595.800.41.00
866,000 780,000 i (86,000)
I
funding, increase budget for design and use Annual Bridge
(with Grant Revenue
I
Inspections for 10% design grant match. No match for construction.
I
1
68 Fin
Fund project through ending fund balance —
Ending fund balance
104.01.291.840.00.00
'— --- - (86,000)1 —1 86,000
Arterial Street
LID FUND 233
From 2015 -16 Budget Process
780,000 1 780,000 1
69 i Fin Adjust beginning fund balance based on 2014 actual ending fund '.Estimated Beginning Fund 1233.291.740.00.00 237,000 1
balance (Balance
— — — — — — - — — — — — — — i---- --- - - - - -- i-- - -- - --
70 Fin Adjust ending — fund balance — — based — — on beginning fund balance iEStimated Ending Fund 233.00.291.840.00.00 237,000
adjustment Balance
------- -- -- -- ---- -- -- ---- -- - -- ---
Total LID Fund 233 237,000 ; 237,000 ;
3of5
104
2015 Increase (Decrease)
Ref (Dept I Explanation Acct Desc I Acct# Expense, I Revenue i Net
FACILITIES FUND 302
From 2015 -16 Budget Process I
71 1 Fin Adjust beginning fund balance based on 2014 actual ending fund Estimated Beginning Fund 302.291.740.00.00 1 (863,000)1
balance Balance
I _ _ _ _ _ _ _ _ I _ _ I _ _ _ _ _, _
72 1 Fin Adjust ending fund balance based on beginning fund balance (Estimated Ending Fund 1302.00.291.840.00.00 (863,000)
adjustment Balance 1
_—_---_-------_----.-----------._—_—_----------- _.------- . --- _- - -_,__ „.. ..._.._,._._ .. -_.,. _- ..._I___._ _.....__.
Total Facilities Fund 233 (863,000) (863,000):
TER FUND 401
From 2015 -16 Budget Process
73 ' Fin Adjust beginning fund balance based on 2014 actual ending fund Estimated Beginning Fund 401.293.700.00.00 (723,000)
balance (Balance
— L-----------------------------------1-------------t---------
74 Fin Adjust ending fund balance based on beginning fund balance Estimated Ending Fund 1401.02.293.800.00.00 ; (723,000)1 1
adjustment Balance
I I i I I
Total Water Fund 401 (723,000)1 (723,000)1 i
SEWER FUND 402
From 2015 -16 Budget Process
75 Fin Adjust beginning fund balance based on 2014 actual ending fund ;Estimated Beginning Fund ;402.293.700.00.00 I 1,885,000 1
I balance (Balance I
— (------------------------------------- (---- -- -------- )---- - - - - -- - _ -
76 Fin Adjust ending fund balance based on beginning fund balance ±Estimated Ending Fund 1402.02.293.800.00.00 1,885,000
adjustment Balance
-- - — - — - — - — - — - — - — - — - — - — - — ------------ I-------- - - - - - - - - - -1 — —
Total Sewer Fund 402 1,885,000 1,885,000
SURFACE WATER 412
From 2015 -16 Budget Process
77 1 Fin Adjust beginning fund balance based on 2014 actual ending fund
lEstimated Beginning Fund 1412.293.700.00.00
(136,000)1
1 balance
1Balance 1
81 Fire Ford Escape SUV from FEMA grant; grant revenue recorded in 2015
1 I
Adjust end
-78-F Fin ing fund balance based on beginning fund balance
Estimated Ending Fund X412.02.293.800.00.00
I budget but expenditure was not
(136,000)T —
I adjustment
i
!Balance I
— %--------------------- -- ---- -- ---- ----
1 I
Other
- - -- - - - — *— — - 1 -- —
82 Fin Equipment Replacement revenue from Fire Department
f i
79 PWE 53rd Ave S Surface Water - Fund Design with all City funds as
Decrease grant funding, ,412.333.970.36.00
(120,000);
unsucessful for grant funds. Once designed, the residential street
1presented to 2/17/14 Transp!
Carryovers from 2014
I 1
1 should be "shovel ready ".
(Committee 1
Fleet Capital
_ _ _ _ _ _ - - --_ _ _ _-_ _ _-- _ _ _ _- - -_
80 i Fin 53rd Ave 5 Surface Water -use ending fund balance to replace grant (Ending fund balance 1412.02.293.800.00.00
-
(120,000)1
funds not awarded.
I I
I
Total Surface Water Fund 412
(256,000)! (256,000)!
(FLEET FUND 501
From 2015 -16 Budget Process '
81 Fire Ford Escape SUV from FEMA grant; grant revenue recorded in 2015
,Fire
1501.02.594,480.64.001,
23,000 ,
I budget but expenditure was not
I
I
1 )
— %--------------------- -- ---- -- ---- ----
t---- -- - - -
- - -- (---- - -- ---
- - -- - - - — *— — - 1 -- —
82 Fin Equipment Replacement revenue from Fire Department
Fleet Capital
501.348.301.00.00
1 23,000 I
!Fire Dept
Carryovers from 2014
83 T PWE 2014 Fleet Purchases; Ordered in 2014, yet delivery & payment in
Fleet Capital
501.02.594.480.64.00
192,500
1 2015. 2014 Line 6 for $45,500 and Line 14 for $147,000.
1
(306,500)
1
84 PWE 2014 Fleet Purchases; Not purchased in 2013 or 2014. Carryover to
Fleet Capital
501.02.594.480.64.00
114,000
I 2015. 2014 Line 10 for $86,000 and Line 15 for $28,000.
-- (--------------------------------- -- --
)---- ------
-- --- 1-- -- - - - - --
-
106
EMPLOYEE HEALTHCARE FUND 502
From 2015 -16 Budget Process
88 Fin Adjust beginning fund balance based on 2014 actual ending fund (Estimated Beginning Fund 1502.293.700.00.00 i (1,006,000)1
balance Balance
89 ~Fin Adjust ending fund balance based on beginning fund balance Estimated Ending Fund - - 502.5(.293.800.00.00 (1,006,(T0) — — —
I adjustment (Balance I
_ -_ --_-_-----_-_---_-__.----_-_-_--- _- _ _--- _- _- _--- _ _- _- _ -_ -_- -__,.- ,- 4,---- _- .-1--- _ - - -__
Total Employee Healthcare Fund 402 (1,006,000) (1,006,000)
RETIREE HEALTHCARE FUND 503
From 2015-16 Budget Process
90 i Fin Adjust beginning fund balance based on 2014 actual ending fund Estimated Beginning Fund 503.293.700.00.00 262,000
balance !Balance
91 Fin Adjust ending fund balance based on beginning fund balance Estimated Ending Fund 503.00.293.800.00.00 (262;000) —
1 — —
adjustment Balance
Total Retiree Healthcare Fund 503 (262,000) (262,000)1
TOTAL AMENDMENT TO 2015 -2016 BIENNIAL BUDGET $ 1,219,520 $ 1,219,520
5of5
106
2015 Increase (Decrease)
Ref Dept
I Explanation ActtDesc Acct#
Expense Revenue !
Net
Other
85 PWE
Originally scheduled Fire Prevention's 1/2 -ton Pickup Unit #1226 to ,Fleet Capital ,501.02.594.480.64.00 ',
50,000 1 (
(50,000)
be replaced in 2018. Now purchase in 2015 with Fire making up the (Fire Dept I
— I— -
$1-8,474 price difference.
--- — — --- — — --- — — — — - -- ( - — - — --- --- — ( — — — - -
- — r
86 PWE
Equipment Replacement revenue from Fire Department Fleet Capital 501.348.301.00.00
18,474 '
18,474
!Fire Dept I
1 1
I
_—_ r_—_—_—_---
87 I PWE
_--- _--- _— _— _..__---- .__ —__._ I _ _ _ _ _ _ _ _ I _ _ _ _ _
Use ending fund balance to pay for the expenditure carryovers and ;Ending fund balance 501.02.298.800.00.00
(338,026) — —�
338,026
irescheduled
purchases. i
I I
Total Fleet Fund 501
41,474 ! 41,474 !
EMPLOYEE HEALTHCARE FUND 502
From 2015 -16 Budget Process
88 Fin Adjust beginning fund balance based on 2014 actual ending fund (Estimated Beginning Fund 1502.293.700.00.00 i (1,006,000)1
balance Balance
89 ~Fin Adjust ending fund balance based on beginning fund balance Estimated Ending Fund - - 502.5(.293.800.00.00 (1,006,(T0) — — —
I adjustment (Balance I
_ -_ --_-_-----_-_---_-__.----_-_-_--- _- _ _--- _- _- _--- _ _- _- _ -_ -_- -__,.- ,- 4,---- _- .-1--- _ - - -__
Total Employee Healthcare Fund 402 (1,006,000) (1,006,000)
RETIREE HEALTHCARE FUND 503
From 2015-16 Budget Process
90 i Fin Adjust beginning fund balance based on 2014 actual ending fund Estimated Beginning Fund 503.293.700.00.00 262,000
balance !Balance
91 Fin Adjust ending fund balance based on beginning fund balance Estimated Ending Fund 503.00.293.800.00.00 (262;000) —
1 — —
adjustment Balance
Total Retiree Healthcare Fund 503 (262,000) (262,000)1
TOTAL AMENDMENT TO 2015 -2016 BIENNIAL BUDGET $ 1,219,520 $ 1,219,520
5of5
106
COUNCIL AGENDA SYNOPSIS
Meetin
,g Date
Prepared by
ayors revi . e
Council review
07/27/15
PMC
Z Resolution
Mtg Date 813119
❑ Ordinance
Mtg Dale
08/03/15
PMC
C
SPONSOR ❑ Council ❑ Mayor ❑ HR [:] DCD Z .Finance ❑ Fire ❑ IT [:] P&R ❑ Police ❑ PF
SPONSOR'S The City Council is being asked to approve a resolution revising the Reserve Policy
SUMMARY increasing the General Fund minimum fund balance requirement to 18%, establishing a
One-time Revenue Reserve and conforming the reserve requirements for the self-insured
health care funds to those currently practiced. This item is scheduled for Council
consideration at the 7/27/15 C.O.W. and 8/3/15 Regular Council meeting.
RE;vu-,'WI:?D BY 0 cow Mtg. [:] CA&P Cmte Z F&S Cmte ❑ Transportation Cmte
❑ Utilities Cmte ❑ Arts Comm. ❑ Parks Comm. ❑ Planning Comm.
DATE: 7/7/15&7/21/15 COMMITTEE CHAIR: HOUGARDY
RECOMMENDATIONS:
SPONSOR /ADMIN. Finance Department
C0NIm1"-I'1_`E Unanimous Approval; Forward to Committee of the Whole
COST IMPACT / FUND SOURCE
ExPF,NDrruRE REQUIRED AMOUNT BUDGETED APPROPRIATION REQUIRED
Fund Source: MISCELLANEOUS FUNDING SOURCES, SEE DETAIL
Comments:
MTG. DATE
RECORD OF COUNCIL ACTION
7/27/15
ITEM INFORMATION
ITEM NO.
6.E.
�
107
STAFF SPONSOR: PEGGY MCCARTHY
IORIGINAi.AGENDADATE: 7/27/15
AGENDA ITEM Trri-E An Resolution Revising the Reserve Policy.
CATEGORY Z Discussion
All
,g Date 7127119
❑ Motion
Mtg Dale
Z Resolution
Mtg Date 813119
❑ Ordinance
Mtg Dale
❑.BidAward
Mt g Date
❑ Public Hearing
Mtg Date
E] Othe
Mtg Date
SPONSOR ❑ Council ❑ Mayor ❑ HR [:] DCD Z .Finance ❑ Fire ❑ IT [:] P&R ❑ Police ❑ PF
SPONSOR'S The City Council is being asked to approve a resolution revising the Reserve Policy
SUMMARY increasing the General Fund minimum fund balance requirement to 18%, establishing a
One-time Revenue Reserve and conforming the reserve requirements for the self-insured
health care funds to those currently practiced. This item is scheduled for Council
consideration at the 7/27/15 C.O.W. and 8/3/15 Regular Council meeting.
RE;vu-,'WI:?D BY 0 cow Mtg. [:] CA&P Cmte Z F&S Cmte ❑ Transportation Cmte
❑ Utilities Cmte ❑ Arts Comm. ❑ Parks Comm. ❑ Planning Comm.
DATE: 7/7/15&7/21/15 COMMITTEE CHAIR: HOUGARDY
RECOMMENDATIONS:
SPONSOR /ADMIN. Finance Department
C0NIm1"-I'1_`E Unanimous Approval; Forward to Committee of the Whole
COST IMPACT / FUND SOURCE
ExPF,NDrruRE REQUIRED AMOUNT BUDGETED APPROPRIATION REQUIRED
Fund Source: MISCELLANEOUS FUNDING SOURCES, SEE DETAIL
Comments:
MTG. DATE
RECORD OF COUNCIL ACTION
7/27/15
Forward to next Regular Meeting with updated Info Memo with additional figures
8/3/15
MTG. DATE
ATTACHMENTS
7/21/15
Informational Memorandum dated 07/01/15
Draft Resolution
Committee Minutes from Finance and Safety (FS) Committee meeting of 7/7/15
Informational Memorandum from 7/7 FS packet
Minutes from the Finance & Safety Committee Meeting of 7/21/15
8/3/15
Revised Informational Memorandum dated 7/29/15 with additional figures
Resolution in final form
107
WT.*
City of Tukwila
Jim Haggerton, Mayor
INFORMATIONAL MEMORANDUM
TO: Mayor Haggerton
City Council
FROM: Peggy McCarthy, Finance Director
DATE: July 29, 2015
SUBJECT: Revision to Financial Reserve Policy
(Updated after 7/27 C.O.W. meeting; see Page 2)
ISSUE
Consider for approval the proposed revisions to the Financial Reserve Policy, as currently set forth in
Resolution 1774.
BACKGROUND
A Reserve policy was established in 2009 as a safeguard to protect the community, its residents, and
businesses from unforeseen or emergent situations that could negatively impact the City's finances
including revenue shortfalls and unanticipated expenditures. The policy was revised in October 2012 to
augment, simplify and clarify the policy criteria and guidance. The revision now proposed would increase
the General Fund reserve level, add a One -time Revenue Reserve and conform the healthcare fund
reserve policy to current practices.
DISCUSSION
Revisions to the current policy is now being considered for the following reasons:
1. To ensure sufficient General Fund balance is maintained. The current policy requires a 10%
General Fund minimum fund balance. The Government Finance Officer Association (GFOA)
Best Practices recommends a 16.67% minimum balance. The proposed policy revision increases
the minimum balance to 18 %.
Together, the proposed revised 18% General Fund reserve requirement and the existing 10%
Contingency Fund reserve requirement would commit 28 %, or approximately $15.4 million, to
reserves. This level is realistic and attainable since the 2014 unassigned General Fund balance
was $10 million and the 2014 Contingency Fund balance totaled $5.7 million. This represents a
combined total of $15.7 million exceeding the estimated $15.4 million required should the policy
revision be adopted.
The increased level of reserves is considered prudent based on the City's experience with
previous revenue shortfalls. When the City experienced a revenue shortfall as a result of the
combined effect of the Great Recession and the adoption of destination based sales tax, sales
tax revenue declined by more than $4 million from a high of $20 million in 2007 to a low of less
than $16 million in each of the years 2009, 2010 and 2012. Additionally, the governmental fund
balances, as presented in Attachment A of the Financial Planning Model, have declined by over
$8 million from a high in 2007 of $29 million to the current $21 million level.
2. To establish a One -time Revenue Reserve. A One -time Revenue Reserve is proposed to
ensure that a portion of revenue windfalls from one -time or periodic events — such as construction
sales tax and real property sales -- is set aside and saved. The reserve would reside in the
109
INFORMATIONAL MEMO
Page 2
Contingency fund and be in addition to the Contingency fund minimum balance requirement.
The One -Time Revenue Reserve would be credited annually with 10% of the prior year one -time
revenues. This would occur only if the General Fund surplus for the year is sufficient to cover the
reserve funding. Use of the reserves would be based on the recommendation by City
Administration and approval by City Council through a resolution.
Should the Reserve be established, the funding goal for 2015 (based on 2014 actual one -time
revenues) would be $81,900. The estimated funding goal for 2016 (based on 2015 estimated
one -time revenues) could approximate $170,000, for an estimated biennial total of $251,900. The
funding goal for the 2017 -2018 biennium could exceed $1,000,000 depending on the timing of
one -time revenue events. These events include real property sales of the Tukwila Village land,
TIB Redevelopment properties, Longacres property, and the former Fire Station 53. Planned
construction activities generating construction sales tax include Tukwila Village, Washington
Place and other development projects.
3. To conform the self - insured healthcare reserve minimums to those used by the actuary in
the annual IBNR (incurred but not reported) liability and IBNR reserve calculations. The
Policy now states that the IBNR reserve should equal 2.5 times the IBNR. In practice, and as
conservatively recommended by the actuary and healthcare broker, the IBNR reserve should
equal 1.5 times° -ef the IBNR. This reserve is in addition to the IBNR liability.
37 The IBNR balance for 2014 was $904,700 for the Employee healthcare plan and $114,301 for the
Retiree healthcare plan (per Exhibit H line 4.2 of the actuarial reports). For the Employee plan, the IBNR
liability and the IBNR reserve as of December 31 2014 were $904,700 and $1,355,300 respectively for a
total of $2,260,000. In addition to this reserve the plan had over $2.5 million in ending fund balance. For
the Retiree plan the IBNR liability and the IBNR reserve as of December 31 2014 were $114,301 and
$171,449 respectively for a total of $285,750. In addition to this reserve, the plan had $237,644 in ending
fund balance.
RECOMMENDATION
The Council is being asked to approve the resolution revising the Financial Reserve Policy at the July 13,
2015 Committee of the Whole meeting and the subsequent July 20, 2015 Regular Meeting.
ATTACHMENTS
Resolution Revising the Financial Reserve Policy
Finance and Safety Committee Minutes, July 7, 2015
Informational Memorandum from the July 7, 2015 Finance and Safety Committee meeting
110 WA2015 CAS1Reserve Policy 7 -22 -15 REVISED 2nd,doc
City of Tukwila
Washington
Resolution No.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TUKWILA, WASHINGTON, REVISING THE PREVIOUSLY
ADOPTED FINANCIAL RESERVE POLICY TO INCREASE
THE GENERAL FUND RESERVE LEVEL, ADD A ONE -TIME
REVENUE RESERVE, AND CONFORM THE HEALTH CARE
FUND RESERVE POLICY TO CURRENT PRACTICES; AND
REPEALING RESOLUTION NO. 1774.
WHEREAS, for the well -being and sustainability of the community, its residents,
and businesses, it is important that the City of Tukwila be prepared to respond to any and
all situations that could result in a risk and /or crisis to the City's finances including, but not
limited to, revenue shortfalls and unanticipated expenditures; and
WHEREAS, it is the responsibility of the City Council of the City of Tukwila to provide
policy direction for the City's biennial budget through the passage of motions and
ordinances, adoption of resolutions, and final approval of said budget; and
WHEREAS, a financial reserve policy establishes, attains, and restores minimum
fund balances, including self- insured health care reserve funds, and specifies review and
reporting of such; and
WHEREAS, the Best Practices promulgated by the Government Finance Officers
Association recommends that the unrestricted fund balance in the General Fund equal
no less than two months of regular General Fund operating revenues, or 16.67 %; and
WHEREAS, credit rating agencies consider combined General Fund and
Contingency Reserve Fund balances of at least 30% of operating revenues to be a
good indication of creditworthiness; and
WHEREAS, in prior years the financial health of the City was negatively impacted
by recession and changes in state law; and
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WHEREAS, it is financially prudent to save a portion of revenue windfalls derived
from one -time or periodic events, such as the sale of real property or sales tax collected
on construction activity, as a means of offsetting the effects of recessions or other
events that could force the City to reduce service levels;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA,
WASHINGTON, HEREBY RESOLVES AS FOLLOWS:
Section 1. Minimum Fund Balances.
A. At the close of each fiscal year, the General Fund unassigned balance shall
equal or exceed 18% and the Contingency Fund reserve balance shall equal or
exceed 10% of the previous year General Fund revenue, exclusive of significant non -
operating, non - recurring revenues such as real estate sales or transfers in from other
funds.
B. At the close of each fiscal year, the unrestricted balances of the Enterprise
Funds shall equal or exceed 20% of the previous year revenue, exclusive of
significant non - operating, non - recurring revenues such as real estate sales, transfers
in from other funds or debt proceeds.
C. Use or draw down of minimum balances shall occur only upon
recommendation of City Administration and approval by City Council through a
resolution. Should use or draw down occur, the City Administration shall establish a
plan, no later than the end of the fiscal year following the year of decline, to restore
the fund balance to the prescribed minimum level. The plan shall be presented to
and approved by the City Council.
Section 2. One -time Revenue Reserve. A One -time Revenue Reserve shall be
established and maintained in the Contingency Fund. The One -time Revenue
Reserve shall be credited annually with 10% of the prior year one -time revenues to
the extent General Fund surplus for the year is sufficient to cover the reserve funding.
Use of the reserve shall occur only upon recommendation by City Administration and
approval by City Council through a resolution.
Section 3. Self- insured Health Care Funds. The City shall maintain a reserve in
each of its self- insured health care funds in an amount equal to 1.5 times, or 150 %, of
the actuarially determined IBNR (incurred but not reported) balance. Use of the
reserve shall occur only upon recommendation by City Administration and approval by
City Council through a resolution.
Section 4. A report showing compliance with the Financial Reserve Policy shall
be provided to the City Council on an annual basis, no later than July 1 of each year.
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Page 2 of 3
Section 5. Repealer. Resolution No. 1774 is hereby repealed.
PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON,
at a Regular Meeting thereof this day of , 2015.
ATTEST /AUTHENTICATED:
Christy O'Flaherty, MMC, City Clerk
APPROVED AS TO FORM BY:
Rachel B. Turpin, City Attorney
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Kate Kruller, Council President
Filed with the City Clerk:
Passed by the City Council:
Resolution Number:
Page 3 of 3
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City of Tukwila jim Haggerton, Mayor
6200 Southcenter Boulevard
WA • ..
The City of opportunity, the community of choice
TO: Mayor Haggerton
Councilmembers
FROM: David Cline, City Administrator
DATE: July 29, 2015
SUBJECT: Report for August 3, 2015 Regular Council Meeting
The City Administrator Report is meant to provide the Council, staff and community an update on the
activities of the City and on issues that concern Tukwila. Please let me know if you have any questions
or need additional information about any of the following items.
Intergovernmental Update
• ST3 Update: Sound Transit staff provided the Board an update on the public outreach efforts
around the draft package for ST3. This information can be found at the following link under
the document library: SounclTransit3.orgThe Boeing Access Road light rail and commuter rail
stations currently remain on the draft list for inclusion in the final ST3 package, though the
City, along with the other members of the coalition, will need to remain vigilant to keep these
projects on the final list. The next step is the Sound Transit Executive Committee which will
meet on Thursday, August 6 to discuss the public outreach results as well as the draft project
list. The Board will make a decision at their August 27 meeting as to which projects move
forward for further cost and ridership study. While the final vote on the package will not come
until June 2016, we can expect there to be significant movement over the fall as cost estimates
and ridership numbers are released.
• Regional Cooperation: King Conservation District (KCD) is developing three grant programs
related to food access, urban forestry and shoreline restoration and requested participation by
memberjurisdictions in developing the grant criteria and in the review of grant
applications. DCD staff person Carol Lumb has been appointed to the Urban Forestry Initiative
Working Group.
Community Events
• McMicken Canvass: Staff has completed the McMicken canvass and is working on developing
the mailing to the neighborhood. While we had a contact rate of 75 0/0, we experienced a large
number of refusals in the neighborhood (residents who were home but not interested in taking
the survey, largely, but also some homes that had locked fences or no trespassing signs). We
were able to complete 175 surveys and 800/6 of the homes in McMicken were either completed
on the first try or visited for a second time. We also instituted the ability for people to take the
survey online, of which approximately 32 people filled out the survey. (We did not calculate
115
City Administrator Report
July 29, 2015
Page 2
the multiple surveys that were taken online from the city of SeaTac, but did share those with
SeaTac staff). Staff will present an overview of the survey to Council shortly, but some basic
findings included:
• No issues bubbled up as strongly as we saw in Allentown; speeding and
infrastructure issues (largely sidewalks) were the two most compelling issues, but
only 240/0 of the respondents labeled them a priority.
• We found people in general to be very happy in the neighborhood; many
respondents answered yes to all of the questions and would end with statements
along the lines of "I don't have much to add, I'm pretty happy here."
• go% of the respondents owned their homes, and the average tenure is 1g years.
700/0 intend to be in their homes in five years and we encountered 16 different
languages, though no interpreters were needed.
• See You in the Park: The final See You in the Park event will be held in conjunction with the
National Night Out event on Tuesday, August 4 at Crestview Park. The four previous See you in
the Park events were held each Wednesday throughout July and drew an average of 130 park
users and neighbors to each event. Staff has been able to connect with users, learn what they
like about each park and hear recommendations for future maintenance and use of the park.
III. Staff Updates
Project Updates
• Interurban Ave S: Construction has ramped up significantly with 3 to 4 active prime crews
running simultaneously. Water and storm work continues and a previous unknown rock
outcrop near S 144th St required additional excavation.
• Duwamish Gardens: The 1962 home was recently removed, following asbestos abatement. All
structures have now been removed from the site as well as all trees and sod. McCann
Construction has begun the task of excavating more than 30,000 cubic yards of material,
starting with the contaminated soil areas.
• Duwamish Hill Preserve Phase 2: The Department of Ecology permit has been finalized. The
decommissioning of monitoring wells will begin July 29 along with excavation of wetland and
wet meadow area to begin July 29. Fill and grade remaining site areas will follow.
• 2015 Overlay & Repair: The Boeing Access Rd over Airport Way and Fort Dent parking lot
overlay has been completed. Work continues with pavement repair at Gateway Dr. Concrete
removal has begun on S 124'h St for installation of new ADA curb ramps.
• 53rd Ave S -Road, Water, Sewer, SSWM: On July 23 three consultants were interviewed for the
design contract.
• King County Metro Long Range Plan — Technical Advisory Committee: Staff attended the
July 21 meeting to provide input on the City's priorities for frequent, express, and local transit
service. The following were expressed as high priorities for Tukwila:
• Connecting areas including the urban center and MIC to other regional growth
centers with express and frequent service,
• Serving neighborhood corridors like Tukwila Intl. Blvd. and Southcenter Blvd. with
frequent service, and
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City Administrator Report
July 29, 2015
Page 3
o Providing local service to move residents to areas where they can access express
and frequent transit service were expressed as.
Staff from Tukwila and multiple suburban jurisdictions stressed the need to have park and ride
spaces available for residents in cities where park and rides are located.
• Boundary Review Board meeting on Seattle's proposed annexation: On July 20 staff
attended the Boundary Review Board (BRB) hearing on Seattle's proposed annexation of the
sliver by the river' and Area Q. The hearing was closed but the BRB kept the record open for an
agreement between Seattle and North Highline Fire District 11, which is anticipated to be
ratified on August 10 by the Seattle City Council. Subsequently the BRB will deliberate on
Seattle's notice of intent to annex on August 13, 2015.
• Community Renewal Project: In July the City Council authorized the Mayor to enter into an
agreement to purchase the Sam Smoke Shop property which is adjacent to the Spruce Motel.
Soon after, the property owner signed the agreement. Staff anticipates closing escrow on the
purchase in September and is planning for demolition.
Community Services
Foster Golf Links: Great weather coupled with the great service that staff are providing both
in the Pro Shop and maintaining the course has contributed to 100/6 increase in rounds played
in July compared to 2014.
117
118
Upcoming Meetings & Events
August 2015
3rd (Monday)
4th (Tuesday)
5th (Wednesday)
6th (Thursday)
7th (Friday)
8th (Saturday)
➢ �'"''°^'r°"-vie
➢ Arts
Peanut Butter and
➢ Equity &
FREE Summer
Council Chat
Comma " "" "" "
'
Commission,
Jam Family
Diversity
tY
oor
Outdoor Cinema
10:00 AM to
Cancelled
Rescheduled for
Entertainment Series
Commission,
Series
12:00 NOON
8118115.
FREE family fun!
5:15 PM
Donation of two cans
Stop by and informally
➢ Tr^ "speftation
12:00 Noon
(Hazelnut
of food per family
member requested to
talk with a Tukwila
Orate;
National Night
g
(Community Center
tY Y
Conference
support the Tukwila
City Councilmember
Cancelled
Out 2015
the Spray Park)
Room)
Food Pantry
about anything on your
Take part in your
This week:
(Community Center)
mind regarding
➢ City Council
neighborhood
Eric Ode
Seating area opens at
Tukwila
Special Work
event and send the
Donation of Peanut
Butter & Jelly will be
8:00 PM. Movie starts
Foster Library,
Session on the
message to
accepted for the
at dusk.
Meeting Room 1
4060 S 144°i St.
( )
Comprehensive
criminals that they
Tukwila Food Bank
Today's movie:
Plan Update,
are not welcome in
Big Hero 6
5:30 PM
Tukwila!
(Rated PG)
(Rainier
For additional
Conference
information,
Room, 6300
contact Chris
Southcenter
Partman at
Blvd.)
206 -431 -2197
Join Tukwila Parks
and Recreation
➢ City Council
Staff at Crestview
Regular Mtg.,
Park for games,
7:00 PM
snow cones & fun!
(Council
5:30 -7:30 PM
Chambers)
➢ Finottee &
C'rnte;
Safety
Cancelled
➢ Librar}
Beard,
Cancelled
10th (Monday)
11th (Tuesday)
12th (Wednesday)
13th (Thursday)
14th (Friday)
15th (Saturday)
➢ Community
➢ Utilities Cmte,
➢ Regional Fire
➢ COPCAB,
FREE Summer
Affairs &
5:30 PM
Authority
6:30 PM
Outdoor Cinema
Parks Cmte,
(Foster
Annexation
(Hazelnut
Series
5:30 PM
Conference
Steering
Conference
Donation oftwo cans
(Hazelnut
Room)
Committee
Room -
of food per family
Conference
Cancelled
6200
member requested to
support the Tukwila
Room)
Southcenter
Food
Peanut Butter and
➢ Tukwila
Blvd
(Community Center)
International
Jam Family
Seating area opens at
➢ City Council
Boulevard
Entertainment Series
8:00 PM. Movie starts
Committee of
Action Cmte,
FREE family fun!
at dusk.
the Whole
7:00 PM
12:00 Noon
Today's movie:
Mtg.,
(Valley View
(Community Center by
Little Rascals
7:00 PM
Sewer Dist.,
the Spray Park)
(Rated PG)
(Council
3460 S 148th)
This week:
Chambers)
The Not Its!
Donation of Peanut
Butter & Jelly will be
acceptedfor the
Tukwila Food Bank.
➢Arts Commission: Ist Tues., 5:00 PM, Tukwila Community Center. Contact Stephanie Gardner at 206 - 767 -2342.
➢ Civil Service Commission: 1st Mon., 5:00 PM, Hazelnut Conf Room. Contact Kim Gilman at 206- 431 -2187.
➢ Community Affairs & Parks Committee: 2nd & 4th Mon., 5:30 PM, Hazelnut Conf.
➢COPCAB (Community Oriented Policing Citizens Adv. Board): 2nd Thurs., 6:30 PM, Duwamish Conference Room.
Contact Chris Partman at 206 -431 -2197
➢ Equity & Diversity Commission: 1 st Thurs., 5:15 PM, Hazelnut Conf. Room. Contact Joyce Trantina at 206 - 433 -1868.
➢ Finance & Safety Committee: 1 st & 3rd Tues., 5:30 PM, Hazelnut Conf. Room. Meeting Cancelled.
➢ Library Advisory Board: 1st Tues., 7:00 PM, Community Center. Contact Tracy Gallaway at 206 - 767 -2305.
➢Transportation Committee: 1st & 3rd Mon., 5:15 PM, Foster Conf. Room Meeting Cancelled.
➢Tukwila Int'l. Blvd. Action Cmte: 2nd Tues., 7:00 PM, Valley View Sewer District. Contact Chief Villa at 206 - 433 -1815.
➢ Utilities Committee: 2nd & 4th Tues., 5:30 PM, Foster Conf. Room
119
August
Tentative Agenda Schedule
3
See agenda packet
cover sheet for this
week's agenda
(August 3 2015
Regular Meeting).
September 18 (Tuesday)
10
Public Hearings:
- Review and update
of tow of Tukwila's
Comprehensive Plan
Elements.
-An ordinance
relating to medical
marijuana.
Special Issues:
- Review and update
of tow of Tukwila's
Comprehensive Plan
Elements.
-An ordinance
relating to medical
marijuana.
14
17
Special Presentation:
- Introduction of 3 new
PW Staff; and update
on Storm and Surface
Water.
- Information
Technology Strategic
Plan.
Proclamations:
- National Recovery
Month.
- Childhood Cancer
Awareness Month.
Unfinished Business
-An update on the
Regional Fire
Authority Annexation
Steering Committee.
-2015 2,d Quarter
Financial Report.
-An ordinance
relating to medical
marijuana.
21
24
Special Issues:
- Review and update
of two of Tukwila's
Comprehensive
Plan Elements.
- Discussion and
consensus on Sound
Cities Association
Public Issues
Committee (SCA
PIC) Items.
Committee of the
Whole meeting to be
followed by Special
Meeting.
Special Presentation:
Proclamations:
Mayo's Day of Concern
Special Issues:
Discussion and
Swearing in of Police
Sergeant Zack
for the Hungry.
consensus on Sound
Anderson.
Cities Association
Public Issues
Unfinished Business
Committee (SCA PIC).
An ordinance updating
two of Tukwila's
Comprehensive Plan
Elements.
120