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HomeMy WebLinkAbout18-136 - Muna Grocery and Import - Public Safety Plan Settlement Agreement18-136 Council Approval 6/18/18 SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS MUNA GROCERY AND IMPORT LLC ("Muna") and the CITY OF TUKWILA ("City"), a Washington municipal corporation ("the City"), collectively ("the Parties"), hereby enter into this Settlement Agreement, which shall become effective upon mutual execution by the Parties. I. RECITALS A. On November 6, 2017, the Tukwila City Council adopted Ordinance No. 2554, authorizing the City to acquire all property rights necessary to complete its Public Safety Plan Projects (the "Projects") through negotiation and/or the use of eminent domain, if necessary. B. On December 14, 2017, the City filed a Petition in Eminent Domain ("Petition") to acquire property located at 15025 and 15029 Tukwila International Blvd., Tukwila, Washington, also known as King County Parcel No. 004100-0513 (the "Property"). C. Muna Abadir and Mariam Mohammed, doing business as Muna Grocery and Import LLC, is a lessee on the Property and was served with the City's Petition on December 22, 2017. D. The City contends that: 1) the City is not required to pay Muna relocation assistance pursuant to state and federal law; and 2) Ordinances 2550 and 2554 are valid. Muna contends that: 1) Ordinances 2550 and 2554 are invalid; and 2) they are entitled to relocation assistance pursuant to state and federal law regardless of the validity of Ordinances 2550 and 2554. E. The Parties desire to resolve any and all issues related to the City's acquisition of the Property by entering into this Agreement. The Parties intend that this Agreement will fully resolve these matters and Muna waives any and all rights to bring litigation related to the City's acquisition of the Property, the Projects, or relocation expenses. NOW, THEREFORE, for and in consideration of obligations and exchange of promises set forth herein, the Parties agree as follows: II. AGREEMENT 1. City Payment. The City shall pay Muna the sum of Eighty -Two Thousand Dollars and No/100 ($82,000.00), which payment shall be made to Munaas follows: (1) payment in the amount of $49,200 to be paid within thirty (30) days of mutual execution of this Agreement; and (2) payment of the remaining balance of $32,800 to be paid within thirty (30) days after Muna has vacated the Property and such vacation has been verified by the City, provided that all other settlement conditions have also been met and Munahas provided a completed W-9 to the City. The second payment shall not be made if Muna has not vacated the Property by March 31, 2019, as required by Section 2 herein. Payments will be made by check made payable to Muna Grocery and Import LLC and mailed to: c/o Muna Abadir and Mariam Mohammed, 15025 Tukwila International Blvd, Tukwila, Washington 98188. In addition, the City shall make payment in the amount of $2,500 to the Inslee Best law firm for payment towards Muna's attorneys' fees. That SETTLEMENT AGREEMENT - 1 payment shall be mailed to Inslee Best, c/o Kinnon Williams, 10900 NE 4th Street, Suite 1500, Bellevue, WA 98004, within thirty (30) days of mutual execution of this Agreement, provided Inslee Best has provided a completed W-9 to the City. 2. Possession and Rent. Muna must cease operations and vacate the Property on or before March 31, 2019. If the City acquires title to the Property prior to March 31, 2019, and Muna is still a tenant on the Property, the City agrees to enter into a lease agreement with Muna for continued use of the Property through March 31, 2019, with a rent of $525 per month. Muna will be responsible for payment of any leasehold excise tax owing. Muna agrees to enter into a lease agreement with the City within fifteen (15) days of the date that the City acquires title to the Property. Said lease agreement shall be substantially in the form as attached to this Agreement as Exhibit A. Muna will be required to pay all insurance, utilities, and property maintenance expenses. The lease shall require Muna to obtain commercial general liability written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate, as well as property insurance covering the full value of Muna's property and improvements with no coinsurance provisions. The lease shall require that Muna provide reasonable access to the Property for the purpose(s) of permitting the City and its agents to conduct surveys, building assessments, and other related inspections. The lease shall provide that Muna may remain on the Property until March 31, 2019, provided the City has acquired the Property prior to that date. Muna may terminate said lease at any time with fifteen (15) days' written notice to the City. Muna agrees that it will not enter into any subleases relating to the Property. Until such time as the City has acquired title to the Property, Muna will be responsible for abiding by the terms of his lease with the current owner of the Property. Should Muna fail to vacate the Property by March 31, 2019, the second payment to be made by the City to Muna under Section 1 herein shall not be made, and the City, in its sole discretion, may seek repayment of the initial payment made to Muna under Section 1 of this Agreement. The City will consider any personal property left behind on the premises by Muna to be abandoned property of no value. Muna consents to having any such personal property, garbage, or waste disposed of by the City. Muna shall bear sole and exclusive responsibility for all tax liabilities and penalties, if any, which any taxing authority, federal or state, may ultimately determine to be owed by him for payments made pursuant to this Agreement. Muna expressly acknowledges that the City has made no representations concerning the tax liability of the payments paid under this Agreement and therefore Muna has not relied upon any such representations. 3. Permit Fee Credit. Should Muna decide to relocate its business operations to another location within the City of Tukwila, Muna shall be entitled to a permit fee credit of up to $2,500 to be applied to any permit fees required by the City of Tukwila related to tenant improvements made by Muna at such new location. This credit can be applied to any land use, building permit, mechanical permit, electrical permit, plumbing permit, sign permit, or public works permit. This credit is non -transferable, has no cash value, and shall expire on January 1, 2020. SETTLEMENT AGREEMENT -2 4. Participation in Condemnation Proceedings and Release. In exchange for the payments, reduced rent, and permit fee credit provided to Muna under this Agreement, Muna knowingly and voluntarily agrees to release and forever discharge the City (including its past and present officers, officials, directors, shareholders, employees and successors in interest) from all claims, demands, liabilities, and causes of action of any nature related in any way to the City's acquisition of the Property, the Project, relocation assistance under chapter 8.26 RCW or federal law, or arising from Muna Abadir's current lease agreement with Yong Sin Kang, whether the bases of such claims, demands, liabilities, and/or causes of action are currently known or unknown and whether such claims, demands, liabilities, and/or causes of action have accrued in the past or will first accrue in the future. Muna, its officers and agents, agrees not to contest public use and necessity of the Project or to otherwise interfere, directly or indirectly, with the Project (including but not limited to appeal of any Project permits) and agrees to grant the City immediate possession and use upon the City's request for such. Such possession and use agreement shall allow the City reasonable access to the Property for the purposes of Project planning, studies, environmental assessments, survey work, and the like. Muna also agrees not to disparage the City or City staff in the media or on social media concerning the City's acquisition of the Property, the Project or this Agreement. 5. Subleases and Assignment. Muna affirms and acknowledges that is has no subleases in the tenant space it currently occupies. Muna agrees not to enter into any subleases, and Muna shall not assign or subcontract any portion of the services contemplated by this Agreement without the express written consent of the City. Muna will ensure that the Property is vacant on or before March 31, 2019. 6. "Traveler's Choice" Property. As additional consideration for this Agreement, the City agrees to offer and negotiate in good faith the sale of real property located at 3747 S. 146th Street, Tukwila, WA, King County Parcel No. 00400-00911 (commonly known as the "Traveler's Choice" property) and legally described in the attached Exhibit B. The City will offer to sell the Traveler's Choice property at fair market value, as determined by a MAI-certified commercial appraiser, to an entity formed by some or all of tenants dislocated by the Project. Nothing in this Agreement shall bind the City or Muna to the sale of the Traveler's Choice property absent a fully executed Purchase and Sale Agreement, nor does this Agreement require Muna to be a party to such sale. 7. No Admissions. This Agreement does not constitute an admission of liability by the Parties. In the event of future inquiries, the Parties agree not to disparage any other with respect to the subject matter of this Agreement. This paragraph does not preclude or otherwise impact the City's obligation to comply with the Public Records Act, nor does it preclude either party from seeking to enforce the terms of this Agreement. In any dispute resolution proceeding between the Parties in connection with this Agreement, the prevailing party will be entitled to recover its reasonable attorneys' fees and costs from the other party. 8. Authority. The signatories to this Agreement represent that they have the full right and authority to enter into this Agreement on behalf of the Parties and the full right and authority to fully bind the Parties to the terms and obligations of this Agreement. Muna further represents affirms and acknowledges that there are no subleases to the tenant space it currently occupies, and Muna expressly agrees not to enter into any such subleases. SETTLEMENT AGREEMENT - 3 9. Counterparts. This Agreement may be executed in duplicate counterparts, in which case each executed counterpart shall be deemed to be an original and all counterparts together shall constitute one and the same instrument. Signed versions of this Agreement transmitted by facsimile copy or electronic mail shall be the equivalent of original signatures on original versions. 10. Entire Agreement; Venue; Attorneys' Fees. This Agreement contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement. No provision of this Agreement may be amended or modified except by written agreement signed by the Parties. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorneys' fees and costs of suit. 11. Knowing and Voluntary Execution. The Parties hereto enter into this Agreement knowingly, willingly, voluntarily, freely, and without any coercion. The parties have been advised to consult with an attorney concerning this Agreement and have had adequate opportunity to seek the advice of legal counsel in connection with this Agreement. / / / /// / / / SETTLEMENT AGREEMENT - 4 AGREED TO BY: THE CITY OF TUKWILA a Washington municipal corporation By: Name: Allan E Title: Mayor Approved as to form: Rachel B. Turpin City Attorney MUNA GROCERY AND IMPORT LLC badir Managing Member NOTARY ACKNOWLEDGEMENT STATE OF WASHINGTON ) ) ss. COUNTY OF KING I certify that I know or have satisfactory evidence that Muna Abadir signed this instrument and, on oath, stated that he was authorized to execute the instrument and acknowledged it as the Managing Member of Muna Grocery and Import LLC to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED this 9,0 day of 1,4)j— , 2018. Printed Name: 64:7tir/i/7417 Notary Public in and for the State of Washington. My commission expires /21()i SETTLEMENT AGREEMENT - 5 Exhibit "A" COMMERCIAL LEASE CITY OF TUKWILA, LANDLORD ,TENANT 2018 Exhibit "A" COMMERCIAL LEASE CITY OF TUKWILA TO TABLE OF CONTENTS Page 1. GRANT 1 2. PERMITTED USE 1 3. TERM. 1 4. RENT. 1 5. SECURITY DEPOSIT 2 6. ALTERATIONS AND IMPROVEMENTS. 2 7. REPAIRS AND MAINTENANCE. 2 8. OPERATING EXPENSES. 3 9. UTILITIES AND SERVICES. 3 10. USE OF PREMISES 3 11. LEASEHOLD EXCISE TAX; PERSONAL PROPERTY TAXES. 4 12. INDEMNIFICATION/HAZARDOUS MATERIALS. 4 13. INSURANCE 5 14. ACCESS. 6 15. WAIVER OF SUBROGATION. 6 16. NONWAIVER OF BREACH 6 17. SUCCESSORS. 6 18. GOVERNMENTAL FEES. 6 19. LIENS. 6 20. ASSIGNMENT, SUBLETTING OR SUBSTITUTION OF LESSEES 7 21. DAMAGE OR DESTRUCTION OF PREMISES 7 22. DEFAULTS; REMEDIES. 7 23. ESTOPPEL CERTIFICATES 9 24. BROKER. 9 25. SUBORDINATION. 9 26. SURRENDER 10 27. GENERAL PROVISIONS 10 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY 16 COMMERCIAL LEASE CITY OF TUKWILA TO This Lease is made this day of , 2018, by and between the City of Tukwila, a municipal corporation operating under the laws of the State of Washington as a non - charter code city ("Landlord"), and , (jointly and severally, "Tenant"). Landlord and Tenant agree as follows: 1. GRANT. Landlord leases to Tenant and Tenant leases from Landlord that real property located at , in Tukwila, Washington, and legally described on Exhibit A attached hereto (hereafter called the "Premises"). 2. PERMITTED USE. Tenant shall use the Premises only as a and for no other use or purpose without the prior written consent of Landlord. Tenant is already in possession of the Premises, is familiar with the Premises and acknowledges that the Premises are suitable for Tenant's use. Tenant shall have the right to nonexclusive use of the mutual use parking area on the premises with other tenants of the Landlord. 3. TERM. 3.01 Term. The term of this Lease ("Lease Term") shall commence on the Commencement Date, and shall terminate on March 31, 2019, unless terminated sooner pursuant to this Lease. "Commencement Date" means the later of: (a) the date that this Lease has been executed, acknowledged and delivered by each of Landlord and Tenant; and (b) the date that Landlord has acquired title to the Property. Tenant may terminate the lease by providing the Landlord 15-days written notice. 4. RENT. 4.01 Payment of Rent. Tenant covenants to pay to Landlord the amount of $ , in advance on the first day of each month of the Lease Term. Rent shall be paid to Landlord at 6200 Southcenter Blvd., Attn: , Tukwila, Washington 98188, or at such other address as Landlord shall specify from time to time. Rent shall be paid by personal, business or cashier's check; no cash shall be accepted. Rent shall be prorated for any portion of a month in the event this Lease shall begin or end on a date other than the first or last day of a month. 4.03 Additional Rent. Tenant shall also pay as additional rent the payments required of Tenant pursuant to the provisions of this Lease. Exhibit "A" 4.04 Late Charges. Late payment by Tenant of rent and other sums due will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. The costs include, but are not limited to, processing, accounting and administrative charges. Accordingly, if any installment of rent or any other sum due from Tenant is not received by Landlord or its designee within ten (10) days after the amount is due, Tenant shall pay to Landlord a late charge equal to five percent (5%) of the overdue amount. The parties agree that this late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of the late payment by Tenant. Acceptance of a late charge by Landlord is not a waiver of Tenant's default, nor a waiver of greater charges which may be incurred by Landlord. 5. SECURITY DEPOSIT. Tenant shall deposit with Landlord an amount equal to one month's rent, the sum of and No/100 Dollars ($ .00) to be kept (along with any interest earned thereon) by Landlord as security for Tenant's performance of all of the terms, covenants and conditions of this Lease that Tenant is to perform hereunder. In the event of a default by Tenant under this Lease which is not cured as provided herein, Landlord may use, apply or retain all or such part of this security deposit as is necessary to cure any such default. 6. ALTERATIONS AND IMPROVEMENTS. 6.01 Remodeling Improvements and Other Alterations. Tenant shall make no remodeling improvements, alterations, installations, removals, additions or other improvements in or to the Premises without Landlord's prior written consent. The Landlord's prior consent shall not be required if the total cost of the remodeling improvement, alteration, installation, removal, addition or other improvement is less than One Thousand Dollars ($1,000.00). All costs of such work shall be Tenant's sole responsibility and will not be reimbursed for any reason. Tenant shall perform all activities referred to in this section in compliance with all applicable governmental laws, ordinances, codes, and regulations. Upon the termination of this Lease, fee title to all improvements then located upon the Premises shall pass to and vest in Landlord. 6.02 Removal of Fixtures/Personal Property. At the termination or expiration of this Lease, Tenant agrees to remove all personal property and trade fixtures. Any personal property or fixtures left behind after the termination of this lease will be removed and disposed of by the Landlord. 7. REPAIRS AND MAINTENANCE. Tenant leases the Premises in "as -is" and "where is" condition and, at its expense, will keep all aspects of the Premises in neat, clean, and in a sanitary condition, and will replace any glass of windows and doors which may become cracked or broken, and, except for acts of God, reasonable wear and tear and damage by fire, will at all times preserve said Premises in as good repair as they are now or may hereafter be put. Tenant shall maintain and repair the Premises, and Tenant agrees to keep the parking lots and areas and sidewalks adjacent to the front and rear of 2 Exhibit "A" the Premises clean and free of debris and obstructions. Tenant shall pick up any trash or debris on the Premises, parking lot, or adjacent sidewalks at least once daily. Tenant shall make all repairs and replacements for the proper maintenance and operation of the Premises. Tenant acknowledges that Landlord shall have no responsibility to maintain, repair, restore or replace any portion of the Premises or any buildings or structures located thereon. In the alternative, Tenant may choose to terminate the lease upon 15-days' written notice instead of making any such repairs except when such repairs are necessary to be made within fifteen days to protect the life and safety of the occupants and the public, in which case the Tenant may choose to terminate the lease immediately. 8. OPERATING EXPENSES. In addition to Base Rent, Tenant will pay directly, or to Landlord as additional rent at Landlord's option, all operating, repair and maintenance costs and expenses (the "Operating Expenses") of the Premises. Operating Expenses are all costs paid or incurred by Landlord in connection with the operation and maintenance of the Premises, determined by standard accounting and property management practices, including without limitation: water and sewer repair charges; interior painting, repair and maintenance of buildings and improvements; HVAC maintenance and repair; all insurance premiums; all utilities charges and taxes; window cleaning; snow, trash, or debris removal; gardening and landscape maintenance; supplies, materials, equipment, and tools, and maintenance costs and upkeep of all parking and common areas. For Operating Expenses paid to or incurred by the Landlord and except when such repairs are necessary to protect the life, safety and welfare of the occupants and the public, Landlord shall provide Tenant with seven (7) days written notice prior to expending any funds for repair and maintenance costs and expenses. Notice shall include a description of the necessary repair and maintenance activity and the estimated cost. In response to the notice, Tenant may either (1) remit payment to the Landlord for such costs or (2) choose to terminate the lease by providing 15-days' written notice in which case the lease shall terminate and Tenant shall not be obligated to pay for identified expense. When such repairs are necessary to protect the life and safety of the occupants and the public, the provision in the last paragraph of preceding section shall apply. 9. UTILITIES AND SERVICES. Tenant agrees to pay for, when due, all water, storm, sewer, heat, gas, electricity, garbage collection and all other utility services consumed or used at the Premises during the Lease Term. Tenant shall be responsible for contracting directly for all utilities, and for the collection of its garbage from the Premises. Tenant agrees to pay, when due, all interest, penalties, late -payment, cancellation or other changes arising out of or relating to Tenant's use of, and termination of, all such services. 10. USE OF PREMISES. The Premises shall at all times be kept and used in accordance with the laws of the State of Washington and the rules, regulations, orders, and directive of the State of Washington, King 3 Exhibit "A" County, and the City of Tukwila having jurisdiction over said Premises and in accordance with all directives, rules and regulations of the health officer, fire marshal, building inspector or other proper official of the State of Washington, King County, and the City of Tukwila, at the expense of Tenant. Tenant will permit no waste, damage, or injury to the Premises. 11. LEASEHOLD EXCISE TAX; PERSONAL PROPERTY TAXES. 11.01 Leasehold Excise Tax. Tenant shall pay to Landlord as additional rent, together with each payment of monthly Base Rent, the leasehold excise tax in the amount of 12.84% of the monthly Base Rent payment. 11.02 Personal Property Taxes. All taxes levied or assessed directly against Tenant or its business or property, including income, business and occupation taxes, and use taxes on Tenant's personal property, shall be paid by Tenant. 12. INDEMNIFICATION/HAZARDOUS MATERIALS. 12.01 Indemnification. Neither Landlord nor any agent or employee of Landlord shall be liable for damage to property or injury to persons sustained by Tenant or others resulting from any act or omission other than the gross negligence or willful misconduct of Landlord or its agents or employees. During the Lease Term, Tenant agrees to indemnify and hold harmless Landlord from all claims, actions, causes of action, judgments, liabilities, expenses, costs and reasonable attorneys' fees and from all limitations, restraints, penalties or obligations pertaining to Landlord arising out of any act, omission, or neglect in connection with Tenant's (including Tenant's employees, agents, officers, licensees, invitees or other occupants of the Premises) (1) use or occupancy of the Premises, (2) conduct of its business, or (3) default under or breach of this Lease, except where such is a result of the gross negligence or willful misconduct of Landlord, or its agents or employees. This indemnity shall survive the termination of this Lease as to any act alleged to have occurred during the Lease Term, and shall survive until the expiration of the applicable statute of limitations. 12.02 Hazardous Materials. Tenant shall not dispose of or otherwise allow the release of any hazardous waste or materials in, on or under the Premises, or any adjacent property, or in any improvements placed on the Premises. Tenant represents and warrants to Landlord that Tenant's use of the Premises does not involve the use, production, disposal or bringing on to the Premises of any hazardous waste or materials. As used herein, the term "hazardous waste or materials" includes any substance, waste or material defined or designated as hazardous, toxic or dangerous (or any similar term) by any federal, state or local statute, regulation, rule or ordinance now or hereafter in effect, and shall include all forms of waste/debris generated by Tenant's use of the Premises. Tenant shall comply at all times with all statutes, regulations and ordinances, and with all orders, decrees or judgments of governmental authorities or courts having jurisdiction, relating to the use, collection, treatment, disposal, storage, control, removal or cleanup of hazardous waste or materials in, on or under the Premises or any adjacent property, or incorporation in any improvements, at Tenant's sole expense. 4 Exhibit "A" After notice to Tenant and a reasonable opportunity for Tenant to effect such compliance, Landlord may, but is not obligated to, enter upon the Premises and take such actions and incur such costs and expenses to effect such compliance as it deems advisable to protect its interest in the Premises, provided, however, that Landlord shall not be obligated to give Tenant notice and an opportunity to effect such compliance if (1) such delay might result in material adverse harm to Landlord or the Premises, (2) Tenant has already had actual knowledge of the situation and a reasonable opportunity to effect such compliance, or (3) an emergency exists. Whether or not Tenant has actual knowledge of the release of hazardous waste or materials on the Premises or any adjacent property as the result of Tenant's use of the Premises, Tenant shall reimburse Landlord for the full amount of all costs and expenses incurred by Landlord in connection with such compliance activities, and such obligation shall continue even after the termination of this Lease. Tenant shall notify Landlord immediately of any release of any hazardous waste or materials on the Premises. Tenant shall indemnify and hold Landlord harmless against any and all losses, liabilities, suits, obligations, fines, damages, judgments, penalties, claims, charges, cleanup costs, remedial actions, costs and expenses (including, without limitation, attorneys' fees and disbursements) which may be imposed on, incurred or paid by, or asserted against Landlord or the Premises by reason of, or in connection with (1) any misrepresentation, breach of warranty or other default by Tenant under this paragraph, or (2) the acts or omissions of Tenant, or any subtenant or other person for whom Tenant would otherwise be liable, resulting in the release of any hazardous waste or materials or the violation of any law, rule, regulation or order pertaining to hazardous waste or materials. Landlord shall indemnify and hold Tenant harmless against any and all losses, liabilities, suits, obligations, fines, damages, judgments, penalties, claims, charges, cleanup costs, remedial actions, costs and expenses (including, without limitation, attorneys' fees and disbursements) which may be imposed on, incurred or paid by, or asserted against Tenant in connection with the release of any hazardous waste or materials or the violation of any law, rule, regulation or order pertaining to hazardous waste or materials related to actions outside of Tenant's control. 13. INSURANCE. During the Lease Term, Tenant shall keep in full force and effect, at its sole cost and expense, a policy or policies of liability insurance for property damage and bodily injury, with minimum coverage amounts of $1,000,000 per occurrence within or about the Premises. Each such policy shall: (a) name Landlord as an additional insured; (b) be written as primary policies not contributing with and not in excess of coverage that Landlord may carry; (c) contain an endorsement providing that such insurance may not be cancelled with respect to Landlord except after 30 days' prior written notice from insurance company to Landlord (10 days for nonpayment of premium); and (d) be written by insurance companies having a A.M. Best's rating of "A- VII" or better. 5 Exhibit "A" 14. ACCESS. Upon reasonable advance notice, Landlord and its agents have the right to enter the Premises at reasonable times for the purpose of inspecting them, showing them to prospective purchasers, lenders, or lessees, and making necessary or desirable alterations, repairs, improvements or additions to the Premises, provided that Landlord shall use reasonable efforts to minimize interference with Tenant's use and enjoyment of the Premises. 15. WAIVER OF SUBROGATION. Landlord and Tenant hereby release each other from any and all liability or responsibility (to the other or anyone claiming through or under the other by way of subrogation or otherwise) for any loss or damage to real or personal property on the Premises caused by fire or any other insured peril, even if such fire or other casualty shall have been caused by the fault or negligence of the other party or anyone for whom such party may be responsible. All insurance policies procured by Landlord or Tenant that relate to the Premises shall include a waiver of subrogation and a clause or endorsement to the effect that the foregoing release shall not adversely affect or impair such policies or prejudice the right of the releaser to recover thereunder. 16. NONWAIVER OF BREACH. Neither the acceptance of rent nor any other act or omission of Landlord at any time or times after the happening of any event authorizing cancellation or forfeiture of this Lease shall operate as a waiver of any past or future violation, breach, or failure to keep or perform any covenant, agreement, term or condition hereof, or to deprive Landlord of its right to cancel or forfeit this Lease, upon the notice required by law, at any time that cause for cancellation or forfeiture may exist, or be construed so as to at any future time estop Landlord from promptly exercising any other option, right, or remedy that it may have under any term or provision of this Lease. 17. SUCCESSORS. Subject to the provisions of this Lease restricting assignment or subletting, all covenants, agreements, terms and conditions contained in this Lease shall apply to and be binding upon Landlord and Tenant and their respective successors and/or assigns. 18. GOVERNMENTAL FEES. All fees due the city, county or state on account of any inspection made on said Premises by any officer thereof shall be paid by Tenant. Any fee due any governmental entity arising out of or as a result of Tenant's business conducted on the Premises shall be paid by Tenant. 19. LIENS. Tenant shall not peiiiiit any liens to be filed against the Premises for work done, materials furnished or obligations incurred by or on behalf of Tenant. Tenant covenants and agrees that any liens filed against the Premises for work claimed to have been done for or materials claimed 6 Exhibit "A" to have been furnished to, or obligations incurred by, Tenant, shall be discharged by Tenant, by bond or otherwise, within thirty (30) days after the filing of such lien, at the sole cost and expense of Tenant. Should Tenant fail to timely discharge any such lien, such failure shall constitute a default herein. Landlord may, at Landlord's election, pay such claim or post a bond or otherwise provide security to eliminate the lien as a claim against title and the cost thereof shall be immediately due from Tenant. 20. ASSIGNMENT, SUBLETTING OR SUBSTITUTION OF LESSEES. 20.01 Landlord's Consent Required. Tenant shall not voluntarily or by operation of law assign, mortgage, sublet, or otherwise transfer or encumber this Lease or the Premises or all or any part of Tenant's interest in this Lease or in the Premises, without Landlord's prior written consent, which consent may be granted or withheld in Landlord's sole discretion. 20.02 No Release of Tenant. Regardless of Landlord's consent, no subletting or assignment releases Tenant of its obligations or alters the primary liability of Tenant to pay the rent and to perform all Tenant's other obligations under this Lease, except as specifically provided herein. Acceptance of rent by Landlord from any other person is not a waiver of any Lease provision. If any subtenant of Tenant defaults, Landlord may proceed directly against Tenant without exhausting its remedies against the subtenant. 20.03 Landlord's Interest. Landlord may assign, encumber or dispose of all or any part of its interest in the Premises or this Lease without affecting this Lease or Tenant's obligations. Tenant agrees to accept and attorn to such transferee, provided that such transferee has accepted, by written agreement, all of Landlord's responsibilities and obligations under this Lease. 21. DAMAGE OR DESTRUCTION OF PREMISES. If the Premises are damaged or destroyed in an amount exceeding twenty-five percent (25%) of full replacement cost, by fire or any other cause, then at the option of either Landlord or Tenant, which shall be exercised by notice in writing given to the other within thirty (30) days after the occurrence of such damage or destruction, this Lease shall terminate as of the date of such damage or destruction. If neither Landlord nor Tenant exercises the option to terminate the Lease as provided herein, then Tenant shall promptly rebuild and restore the Premises to its pre- existing condition unless it is mutually agreed in writing between Landlord and Tenant that the Premises will not be rebuilt. Tenant acknowledges that Landlord has no responsibility to rebuild or restore any damage or destruction of the Premises. 22. DEFAULTS; REMEDIES. Tenant: 22.01 Defaults. Each of the following is a material default and breach of this Lease by (a) Abandoning the Premises; 7 Exhibit "A" (b) Failure to make any required rent or other payment within ten (10) days of when due. (c) Failure to comply with any of the covenants or provisions of this Lease, other than those described in subparagraph (b), if the failure continues for a period of thirty (30) days after written notice from Landlord. (d) Tenant's making any general assignment or arrangement for the benefit of creditors; the filing by or against Tenant of a petition to have it adjudged a bankrupt or a petition for reorganization or arrangement under any bankruptcy law (unless any petition filed against Tenant is dismissed within sixty (60) days); the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets at the Premises or its interest in this Lease, if possession is not restored to Tenant within thirty (30) days; or the attachment, execution or other judicial seizure of substantially all of Tenant's assets at the Premises or its interest in this Lease, if that seizure is not discharged within thirty (30) days. 22.02 Remedies. Upon the occurrence of any material default or breach by Tenant, Landlord may thereafter exercise any right and obtain any remedy available to it at law or in equity including, without limit, the following remedies: (a) Terminate the Lease and Tenant's right to possession of the Premises by any lawful means and upon such notice as may be required hereunder and by law, in which case this Lease shall terminate and Tenant shall surrender possession of the Premises to Landlord. In such event Landlord shall be entitled to recover from Tenant all rent and other payments then due hereunder, plus the present value at the time of award of (i) the amount by which the unpaid rent due hereunder for the balance of the Lease term after the time of such award exceeds (ii) the reasonable rental value of the Premises for the same period, reduced by a reasonable estimate of costs, expenses, and commissions which will be incurred by Landlord to relet the Premises and taking into account the time required for a re -letting of the Premises; (b) Continue the Lease in effect whether or not Tenant shall have abandoned the Premises. In such event Landlord shall be entitled to enforce all Landlord's rights and remedies under this Lease, including the right to recover rent as it becomes due. In such event, Landlord shall use reasonable diligence to relet the Premises. Any rental or other amounts realized by Landlord from such reletting, after deducting all expenses incurred by Landlord to put the Premises in tenantable condition and to obtain a new tenant shall be applied against amounts due from Tenant hereunder. 22.03 Default by Landlord. Landlord is not in default unless Landlord fails to perform obligations required of it herein, and such failure continues for more than thirty (30) days after delivery of written notice by Tenant to Landlord and to the holder of any first mortgage or deed of trust covering the Premises whose name and address has been furnished to Tenant in writing, specifying Landlord's failures to perform its obligations, provided that if Landlord's obligation reasonably requires more than thirty (30) days for performance or cure, Landlord is not in default if it commences performance or cure within the 30-day period and thereafter diligently pursues Exhibit "A" its completion. In the event of default by Landlord, Tenant may pursue all remedies available to it at law or in equity. 22.04 Payment of Rent. Notwithstanding anything to the contrary herein, Tenant shall not withhold the payment of rent for any purpose, including without limitation, for any claimed offset or due to any dispute hereunder. 23. ESTOPPEL CERTIFICATES. Tenant shall at any time upon ten (10) business days prior written notice from Landlord execute, acknowledge and deliver to Landlord a statement in writing (i) stating the commencement date and certifying that this Lease is unmodified and in full force (or, stating the nature of any modification and certifying that this Lease, as modified, is in full force) and stating the date to which the rent and other charges are paid in advance, if any, and (ii) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord (or specifying any defaults claimed). This statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the Premises. Tenant's failure to deliver this statement within ten (10) business days may be considered by Landlord as a material default by Tenant under this Lease. 24. BROKER. Tenant represents and warrants to Landlord that Tenant has had no dealings with any real estate broker or agents in connection with the negotiation of this Lease and it knows of no real estate broker or agent entitled to a commission in connection with this Lease. Tenant agrees to indemnify and hold harmless Landlord for any payment, loss or liability resulting from Tenant's breach of the foregoing representation and warranty. 25. SUBORDINATION. This Lease, at Landlord's option, shall be subordinate to any ground lease, mortgage, deed of trust, any other hypothecation for security or encumbrance upon the real property of which the Premises are a part and to any and all advances made on that security and to all renewals, modifications, consolidations, replacements and extensions thereof, provided, however, that the holder of any such security shall agree to recognize the Lease in the event of foreclosure so long as Tenant is not in default. If any mortgagee, trustee, or ground lessor prefers to have this Lease prior to the lien of its mortgage, deed of trust or ground lease, and gives written notice to Tenant, this Lease shall be prior to that mortgage, deed of trust, or ground lease, whether this Lease is dated prior or subsequent to the date of the mortgage, deed of trust or ground lease or its recording date. Tenant will execute any documents required to effectuate subordination or to make this Lease prior to any mortgage, deed of trust or ground lease, as provided in the preceding paragraph, within ten (10) business days after Landlord's written request. 9 Exhibit "A" 26. SURRENDER. Tenant agrees that at the expiration of this Lease it will quit and surrender said Premises without notice, in a neat and clean condition, and in a condition at least as good as when the Premises were leased, normal wear and tear and damage by the elements not resulting from any act or neglect of Tenant excepted, and will deliver up all keys belonging to said Premises to Landlord. 27. GENERAL PROVISIONS. 27.01 Severability. The invalidity of any provision of this Lease as determined by a court of competent jurisdiction will not affect the validity of any other provision. 27.02 Time of Essence. Time is of the essence of this Lease. 27.03 Notices. Any notice given under this Lease shall be in writing and may be given by personal delivery, by overnight courier, or by certified mail, return receipt requested, postage prepaid, addressed to Tenant or to Landlord at their addresses set forth above their signatures below, and shall be effective when received. Notices personally delivered or delivered by overnight courier are considered received upon delivery. Mailed notices are considered received five (5) days after deposit in the mail or such other courier. Either party may by notice under this section change its address for notice purposes. A copy of all notices given to Landlord shall be concurrently transmitted to any person designated in writing by Landlord. 27.04 Waiver. Waiver by Landlord of the breach of any provision of this Lease is not a waiver of any subsequent breach by Tenant of the same or any other provision. Landlord's consent to or approval of any act does not make Landlord's consent to or approval of any subsequent act unnecessary. Acceptance of rent by Landlord is not a waiver of any preceding breach of any provision of this Lease, other than Tenant's failure to pay the rent so accepted. 27.05 Holding Over By Tenant. (a) This Lease shall terminate without further notice at the expiration of the Lease Term, as the same may be extended under Section 3.02. Any holding over by Tenant without the express written consent of Landlord shall not constitute the renewal or extension of this Lease or give Tenant any rights in or to the Premises. In the event of such a holding over by Tenant without the express written consent of Landlord, the monthly Base Rent to be paid by Tenant shall be equal to one hundred fifty percent (150%) of the monthly Base Rent, provided, however, no payment of such amount by Tenant shall be deemed to extend or renew the Lease Term, and such amounts are fixed by Landlord only to establish the amount of liability for payment of rent on the part of Tenant during such period of holding over. In the event Landlord shall give its express written consent to Tenant occupying the Premises beyond the expiration of the Lease Term, such occupancy shall be construed to be a tenancy for month -to -month on all the same terms and conditions as set forth herein unless modified by Landlord in such written consent, insofar as they are applicable to a month -to -month tenancy. 10 Exhibit "A" (b) If Tenant fails to surrender the Premises upon the termination of this Lease, Tenant shall indemnify and hold harmless Landlord from loss or liability resulting from such failure including, without limiting the generality of the foregoing, any claims made by any succeeding tenant arising out of such failure and any fees and costs incurred by Landlord (including attorneys' fees and costs). 27.06 Covenants and Conditions. Each provision of this Lease which is performable by Landlord or Tenant is both a covenant and a condition. 27.07 Authority. If Tenant is a corporation, limited liability company, or other business entity, Tenant represents and warrants to Landlord as follows: (a) Tenant is duly organized and validly existing under the laws of the State of Washington, and is duly authorized to conduct its business in the state of Washington; (b) no consent or approval of any other person is necessary for the effectiveness of Tenant's obligations under this Lease, and (c) Tenant has all the requisite right, power, and authority to enter into this Lease and to perform all of its obligations hereunder. 27.08 Attorneys Fees. If legal action is necessary to enforce or interpret this Lease, the prevailing party in such litigation shall be entitled to be reimbursed by the other party for reasonable attorney fees, litigation expenses, and statutory costs as awarded by the court. Such fees, costs and expenses shall include those incurred in the enforcement and collection of any judgment, the litigation of any right under bankruptcy law, and any appeal from any proceeding. 27.09 Signs. Tenant may not place any new signs upon the Premises without Landlord's prior written consent, which may be granted or withheld in Landlord's sole discretion. Landlord shall not object to existing signs. 27.10 Quiet Possession. Upon paying the rent and observing and performing all of its covenants and conditions, Tenant shall have quiet possession of the Premises for the entire Lease Term subject to all of the provisions of this Lease. 27.11 Rules and Regulations. Upon receipt of a copy of the same, Tenant will abide by all reasonable rules and regulations which Landlord may make from time to time for the management, safety, care, and cleanliness of the Premises and grounds, the parking of vehicles and the preservation of good order. 27.12 Relationship of Parties/Liability. For the purposes of this Lease, the relationship of the parties hereto is strictly that of landlord and tenant. Nothing herein shall be construed so as to create a partnership, joint venture, or agency. Neither party hereto shall be liable for the debts and obligations of the other. 27.13 Personal Property. Except as set forth in this Lease, Landlord has no interest in any personal property, equipment, furniture, or fixtures installed by Tenant upon the Premises. Landlord will furnish Tenant, upon request, any landlord's waiver or similar document reasonably required by an institutional lender or equipment lessor in connection with Tenant's acquisition or financing of its personal property. 11 Exhibit "A" 27.14 Landlord's Liability. Notwithstanding anything in this Lease to the contrary, covenants, undertakings and agreements herein made on the part of Landlord in this Lease are made and intended not as personal covenants, undertakings and agreements for the purpose of binding Landlord personally or the assets of Landlord (except Landlord's interest in the Premises), but are made and intended for the purpose of binding only the Landlord's interest in the Premises, as the same may from time to time be encumbered. No personal liability or personal responsibility is assumed by Landlord, nor shall at any time be asserted or enforceable against Landlord or its heirs, legal representatives, successors or assigns on account of the Lease or on account of any covenant, undertaking or agreement of Landlord in this Lease. 27.15 Exhibits. Any exhibits referenced herein or attached hereto are incorporated as a part of this Lease. 27.15 Governing Law. The validity of this Lease, the interpretation of the rights and duties of the parties hereunder and the construction of the terms hereof shall be governed in accordance with the internal laws of the State of Washington. Venue in the event of any dispute shall be King County, Washington. In witness whereof, the parties have executed this Lease the date set forth above. 12 Exhibit "A" "Landlord" CITY OF TUKWILA, a municipal corporation Notice Address: City of Tukwila By: Attn: City Clerk Name: Allan Ekberg 6200 Southcenter Blvd. Title: Mayor Tukwila, WA 98188 Attest: By: , City Clerk Approved as to form: By: City Attorney STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) I HEREBY CERTIFY that on this day of , 2018, before me, the undersigned, a notary public in and for the State of Washington, duly commissioned and sworn, personally appeared Allan Ekberg, to me known to be the Mayor of the CITY OF TUKWILA, a Washington non -charter optional municipal code city, the municipal code city that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said municipal code city for the uses and purposes therein mentioned, and on oath stated that he or she was authorized to execute said instrument on behalf of said municipal code city. WITNESS my hand and official seal the day and year certificate first above written. (Print Name) Residing at My appointment expires 13 Exhibit "A" "Tenant" [Entity] Notice Address: a [Individual] Notice Address: [Tenant's Acknowledge — Entity] STATE OF WASHINGTON ) ss. COUNTY OF KING I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that s/he signed this instrument, on oath stated that s/he 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 this day of , 201 Notary Public for Washington (Printed or Stamped Name of Notary) Residing at My appointment expires: 14 Exhibit "A" [Tenant's Acknowledge — Individual] STATE OF WASHINGTON ) ss. COUNTY OF KING I certify that I know or have satisfactory evidence that is the person who appeared before me, and said persons acknowledged that s/he signed this instrument and acknowledged it to be his/her free and voluntary act for the uses and purposes mentioned in the instrument. Dated this day of , 201 . Notary Public for Washington (Printed or Stamped Name of Notary) Residing at My appointment expires: 15 Exhibit "A" EXHIBIT A LEGAL DESCRIPTION OF PROPERTY 16 EXHIBIT B "Traveler's Choice" Legal Description THE EAST 88 FEET OF LOT 11, BLOCK 7, ADAMS HOME TRACTS, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 11 OF PLATS, PAGE(S) 31, IN KING COUNTY, WASHINGTON, EXCEPT THE NORTH 10 FEET THEREOF CONVEYED TO THE CITY OF TUKWILA BY DEED RECORDED UNDER RECORDING NUMBER 9208261189