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AGREEMENT REGARDING MANAGEMENT OF COMMON AREAS
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This Agreement Regarding Management of Common Areas (the
"Agreement") is entered into as of _ 5 -2Q- SIO , 1990 between
Renton Village Associates II, a Washington general partnership (the
"Landlord") and Renton Village Associates, a Washington general
partnership ("RVA").
A. Landlord is the owner of the General Cinemas Theater (the
"Theater"), which is located on the real property legally described
on Exhibit_A attached (the "Theater Parcel"). Landlord is the
owner of the Theater Parcel, which is located at Renton Village,
Renton, Washington (the "Shopping Center"). RVA is the owner of
the Shopping Center. The Shopping Center is legally described on
Exhibit B attached. The Theater Parcel (excluding the Demised
Premises) and the Shopping Center are together the "Common Areas."
B. RVA, originally the owner of the Theater, entered into a lease
of the Theater with General Cinema Corp. of Washington (the
"Tenant") on June 30, 1988.
C. Landlord acquired the landlord's interest in the lease of the
Theater Mom RVA pursuant to the First Amendment to Theater Lease
dated , 1990. The lease and the amendment are
referred to iogether as the "Lease."
D. The parties wish to set forth their Agreement regarding
certain obligations of Landlord pursuant to the Lease.
E. Terms not defined in this Agreement shall have the meanings
set forth in the Lease.
The parties agree as follows:
1. Rroperty HqUageognt Servicps. RVA shall be responsible for
the performance of all duties and obligations of Landlord pursuant
to the Lease with respect to the Common Areas. RVA's duties shall
include, without limitation, the following:
1.1 To use due diligence in the management of the Common
Areas for the period and on the terms set forth in this Agreement.
1.2 To render monthly statements of receipts, expenses and
charges, and to pay all bills and expenses incurred with respect
to the Common Areas.
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1.3 To operate, maintain and repair the common areas of the
Shopping Center and the Theater Parcel.
2. Assumption of Covenants. RVA hereby assumes and shall
undertake and perform all affirmative covenants and obligations,
and shall be bound by all negative covenants, of Landlord pursuant
to the Lease with respect to the Common Areas.
3. Landlord's Common_ Area Costs. Landlord shall pay its
proportionate share of the common area costs which, as of the date
of this Agreement, is 18%. Landlord's proportionate share of the
common area costs is the percentage of the total common area costs
incurred in connection with the Common Areas determined by dividing
the ground floor area of the Demised Premises by the sum of the
gross leasable square footage of all space in the Shopping Center
plus the ground floor area of the Demised Premises.
4. RVA's Obligations.Eggarding Common Area Costs. During the
term of the Lease, RVA shall bill and collect directly from Tenant
Tenant's share of Landlord's common area costs.
5. Eag. RVA shall receive from Landlord a fee for services
rendered pursuant to this Agreement in an amount equal to
, payable on the first day of each month in
advance, commencing June 1, 1990.
6. Term. The term of this Agreement shall commence on May 22,
1990 and shall continue and shall not be terminable even in the
event of default by either party until the earlier of (a) the date
that is 45 years from the date hereof, or (b) the date on which the
Theater Parcel and the Shopping Center come under common ownership.
7. Third -Party Beneficiary. General Cinema Corp. of Washington
is a third -party beneficiary of this Agreement and may but shall
not be obligated to and without waiving any right to proceed
against Landlord pursuant to the Lease or otherwise, enforce all
obligations of RVA pursuant to this Agreement.
8. Notices. All notices required or permitted by this Agreement {
shall be in writing and shall be deemed given when (i) personally
delivered, (ii) deposited in the United States registered or
certified mail, postage prepaid and return receipt requested, or
(iii) deposited with a nationally recognized overnight delivery
service such as Federal Express or Airborne, addressed to:
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Renton Village Associates
800 Fifth Avenue, Suite 3500
Seattle, Washington 98104
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or to
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Renton Village Associates II
800 Fifth Avenue, Suite 3500
Seattle, Washington 98104
or to a party at any other address specified pursuant to this
Section.
9. Bntirp 6qr99Mpntz ModificatiQns. The terms of this Agreement
constitute the entire agreement between the parties regarding the
subject matter described herein. No modification to this Agreement
shall be binding unless in writing and signed by the parties and,
during the term of the Lease, by General Cinema Corp. of
Washington.
— 10. severability. If any provision of this Agreement shall be
held illegal or invalid by any court, this Agreement shall be
construed and enforced as if such illegal or invalid provision had
p.
not been contained herein and this Agreement shall
be deemed an
agreement of the parties hereto
to the full extent
permitted by
law. If any provision shall be
declared invalid or
unenforceable
;Z)
because of its breadth, scope or
duration, such provision shall be
41-
deemed modified to the extent
necessary to make
it valid and
enforceable and shall remain in full force and
effect as so
modified, or if not so modified,
shall be severable
from the rest
of this Agreement.
11. Successors. The covenants contained in this Agreement are
covenants running with the land and are binding on and inure to the
benefit of the parties and their successors and assigns.
12. Assianment. Neither party may assign any of its rights or
delegate any of its duties pursuant to this Agreement without the
prior written consent of the other party.
13. Waiver. The failure of either party at any time to require
performance of any provision hereof by the other party shall not
be deemed a waiver and thereafter shall not deprive that party of
its full right to require such performance in the particular
instance or at any other time. Any waiver must be in writing and
signed by the waiving party.
14. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Washington
and venue shall be in King County, Washington.
15. Attorneys' --Fees. In the event of a dispute between parties
arising out of this Agreement which is arbitrated or litigated, the
nonprevailing party shall bear the reasonable costs and attorneys'
fees of the prevailing party, including the reasonable costs and
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attorneys' fees incurred in the appeal of any final or
interlocutory judgment.
16. Hgaragnk]leness . Whenever the consent or approval of a party
is required under this Agreement, it shall be given in a timely
manner and shall not be unreasonably withheld.
17. Independent Contractors. Nothing contained in this Agreement
shall be construed or implied as creating a partnership, joint
venture or similar relationship between the parties and the parties
shall be deemed independent contractors of the other. Employees
and agents of each party who perform the services pursuant to this
Agreement shall not be construed to be employees of the other
party, and neither party shall be responsible for the salaries or
expenses of the other party except as provided in this Agreement.
18. SectionHeadinas:_,Pronouns . Section headings are inserted for
reference only. As required by the context, all pronouns shall be
deemed to refer to and include masculine, feminine, neuter,
singular and plural.
RENTON VILLAGE ASSOCIATES
Hy WIMQ
Michael orff
Managing neral Partner
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RENTi'ON VILLAGE ASSOCIATES II
By
Michaela f f ylv-.
Managing eneral Partner
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STATE OF WASHINGTON )
ss
COUNTY OF KING )
I certify that I know or have satisfactory evidence that MICHAEL
SANDORFFY, Managing General Partner of Renton Village Associates, a
Washington general partnership, is the person who appeared before me,
and said person acknowledged that he signed this instrument on behalf
of the partnership, acknowledged it to be the free and voluntary act of
the partnership for the uses and purposes mentioned in this instrument,
and on oath stated that he was authorized to execute this instrument.
Dated: 5`.,2G -9y
C2� AA�� &taA�J
NOTARY PUBLIC in and for the
State of Wash' on, residing
at
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a4:ra ' My appointment epi es :
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STATE OF WASHINGTON �y,�'sJ,�,,'�••....
iiyy 1Q
ON COUNTY OF KING ) �,
I certify that I know or have satisfactory evidence that MICHAEL
SANDORFFY, Managing General Partner of Renton Village Associates II, a
Washington general partnership, is the person who appeared before me,
and said person acknowledged that he signed this instrument on behalf
of the partnership, acknowledged it to be the free and voluntary act of
the partnership for the uses and purposes mentioned in this instrument,
and on oath stated that he was authorized to execute this instrument.
Dated:
NOTARY PUBLIC in and for the
���,+++�KSbf•,,�� State of Wapingtpn,, residing
yo.�t
appointment expires;
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EXHIBIT A
That portion of Lot B. City of Renton Lot Line Adjustment Number
LLA -001-88, recorded under King County Recording Number 8911139006,
described as follows:
Commencing at the northeast corner of the southwest quarter of said
northeast quarter, of Section 19, Township 23 North, Range 5 East,
W.M., in King County, Washington;
thence south 01004108" west along the east line of said southwest
quarter, a distance of 250.02 feet;
thence north 89044102" west, a distance of 18.28 feet:
thence south 61042159" west, a distance of 258.92 feet to the TRUE
POINT OF BEGINNING;
thence south 00002116" east, a distance of 248.94 feet to the
northerly margin of Primary State Highway Number 1, Jct. SSH No. 2--M
to Jct. PSH No. 2 in Renton (also known as State Road No. 405) as
approved October 31, 1961 --the latest revision being November 7, 1986;
thence westerly along said margin the following courses: north
89049109" west, a distance of 44.72 feet;
thence south 83023109" west, a distance of 82.06 feet:
thence north 69054145" west, a distance of 231.16 feet;
thence leaving said northerly margin, north 000011571, west, a
distance of 196.55 feet;
�. thence north 50052105" east, a distance of 25.35 feet;
Q` thence north 0000715411 west, a distance of 124.89 feet to a point on
cLO a curve having a radius of 40 feet and having a radial bearing of
O south 46003112" west:
�7 thence easterly along said curve through a central angle of
46006146", an arc distance of 32.19 feet;
thence north 89056126" east, a distance of 309.07 feet to a point
which lies north 000021161, west from the TRUE POINT OF BEGINNING;
thence south 00002116" east, a distance of 67.61 feet to the TRUE
POINT OF BEGINNING:
TOGETHER WITH the easement for ingress, egress and reciprocal
parking as disclosed under King County Recording Number 6708210528;
TOGETHER WITH a Declaration and Assignment of parking under King
County Recording Number 9005171096.
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EXHIBIT B
B
Tr+at p-rtion of Elocxt 11, 12, 14 anc 15, C. D. Hillaa.ns farling Lor,
"career. ACC:tlov D.visior. No. l As recorder. iji Volume 17 of lla.s,
fatp 74, A:corcls of Kira County, Yashl.Z toi„ LoBsthe. lrlth portions
of vacateG 94th Avenue South., VacaLetl 96th Aveuwe, South, VAcaLeG
Gat. Avenue Souir., vacated 9t1i dace Soutr,, VacatoC 10th Avenue, 5outt.
ane the vac&trr alley. het►.rrn 9th Avenue South anc 9th ?lace Soutr:
anc ,;ac totveon 90, Flacr SouLh u►d IOLh AVer.U* SGUtn, ail Vat;ats:
unae; DrcLnanc; 20.1 of the City of Rentor, anc Lha: portlor, of thr
nor theait QuarLrr of Section. 19, 7ovnan1.p 23 hortr., HanEP 5 feast,
L.•"•• in King County, washin&ton, nor* particularly doscrlb�eC as
fc.lorl:
Cormrncina at the north*sst eoEner of Cho aouthveit Quarter of said
nc;:heast Qua-Lrr; thence S 01 04'OF" W along the •ata line of said
southwest Qua; Ler, a dlttance of 250.02 foot; thence N 89044' 02" W,
a Cittanct of 1E.26 tort to the TRUZ POIh'? OF 1LMNNIN ."; thence,
5 6101,2159" W. a distuice of 2SE.92 feet; thanoe S DO002' l6" E,
a distancr of 2'.b. Pi- toes to the nortna.ly margin of PrL&ary State
J-U&hway NO. 1, JcL. 558 Hc. 2-H to .act. Ps1r No. 2 in Rentor. (also
k„ubM as SLALP f,oaC hG. 405) as approved Oc".ober 31, I96i-the latest
rrvlsior, b*ius Novsr-oor 7, :966; thence westerly, northngtorly a.nC
r.erther ly alai,t said za gf n the following couraas i N 85 49' 09" L',
a Lista.1cr of 44.'2 fact; mance 5 83023' VY- N, a diatatco of E2.06
fee.; L111t,.ce N E90s..' 4S' L:, a diatsaro of 241.66 foot to a point on a
curve having a radius of 39C.5 feat &nc having a radial bear1n.& of
S :%005'13"' w; thence ncrth�+esterly along said curve througr, a 860m; tl
angle c; 32052' 06", are arc dista«ce of 224. 19 fest; thence h' 40 G2141" V
L eiatanco o: :SC.Dw feet; thence along a tangent cures tg the left
witl+ a .ACIUS of 286.8 feet tnrough a cant --al anile of 16 15'36",
are arc V.stancc of E_. 96 feet; trieaca saving sold asaralr., Y 1401]' 27" E,
a eUsLancr of 2"b 95 feet; thence 5 70 00' DD" t, a distance of 98,DD
set; ti,ence N OC, 61'26" L, a dlstance of 286.2?. feet thence aloru the
easterly extej;tior. and the south line of land nescr:bod in TI: to
StanesrC Oil Cnr_p&.ny of Calif arhia dst90 .January 21, 196,60 X8'
a GisLs.ace of 159.53 f oet; thon, leaving said south liar x 00031' 47" W,
a distance of 181,18 feat to the southerly martin of Grady Kar (also
"Own as Secondary State Highway No. 1-L) belat IDO feat Wide as prosantly
astablish.odl thance aorthoasterly alorLg said southerly s;artin Y 77021'26" E,
a distaacs of 144.07 feet to the aa:thsast comer of land dssezibed
in said lease to Standard Oil C=pany of Gslifornia; the=@ S 00031147" 1:
along the east line of said land, a dista a of 711.12 loot to the south-
sast corner of land described in said lease; thence S 19028'13" W
&IOD4 the south line of said, a distance of 10.09 foatf thence lsaviat
said south lino S 01035`52" 1:, a nlsta.nes of 11.79 fest .to a cure• havicg
a radius of 245.00 feet mad having a radial bearing of 6 419028118" W;
thoace southaarterly along said curve through a csatral aAgle of 41011'lE",
aa, arc distance of 176.12 foot; thence 5 41 43100" E, a distance of 201.41
fast to a taagant curve, to the left haYiag a radius of 245.00 fest)
thence southeasterly along said curve through a central a.axls of 48001`02",
ass arc distance 205.32 foot; thence S 89044.02" t, a distance of 111.05
foot to the nue roIX7 Dy DECIHi+int,
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That portion a! block :i, C -t. Hl!lnan's LA:llrtif,ton Ct:att'. AJ1J:ltian
L'ivfsior. };o. Z •a resara«c le,. VA"'be 17 of ?lata, jab! kyr lLeCJ7rat
Of klru County, waahir►ator., Logethcr YitJ: Porteous of vacata0 9Etr
/lver,ue So"n, ACaLtC S+LJ. Avxnut Sov—.r, ant: the vaca:eC Alley DeLYOCr.
ytr. AVanue SPVLn ar,c lath !1&6* Sol:: vacatop ysypar G:J3:AinCt 2Q31
C.' the colo o: s,:+.tcr. an: po:tlo:i of tt,t northeast quarttr o:
Serticr. 15, Ta.'r,fi-h:p 2a hor:h, Range 5 jtast W.M.
ie,► K1ng Gour.:y,
6..h:ngtOr., more pa7tsc6larl; ocacriber: of fO1:c+Yt t
Gorz�er�sahs •t tht r,ortheatt corner of the souLt3ulvt J�CJJIrC=; or tJtlC
ncrthes,& quarter, theme 5 01t'G..'QE•' JR along the east lift of sato
so6t:hwcAt quarte:, A Clstanct of 210.02 tett; thaAcc W,
a diatsnCt of 16.26 EIIeL to the T{',;I roIN7 D7' bEG1NJtiINM; thence
con -04 Q2•' W,a distance of 211.0 lost to a tar4ont cutlet
tc tl:e right hsvin; a racius of 245 fs•t • theta.• northwesterly along
.aid curve th:Ough a central angle of 4a 01'02", Ln arc dlstatics of
M!'342, foe:; thtncP !. 4;44@3' OC"� F.', J► CiJctaneo of 201.41 fest t0 a
:ar,6ch: surer to thr right hovi:,g a raC:lit of Z45 feet: Lrits3C•
k) -�L' rc: c�: ve =aub: a cor.:ral angle a: 41011' 18", an 4@:e Cistarrc«
4@o:«he_ly
�= -7f•:2 feet, tncnce N 014@31.52" k, a d.iLah~e of 13.79 test to s
or, the sou) licit Of lanc Cescrioeo In lease to St"arc Cil
:u;-�rdnr of Gj,!if_7AI, C.... January 21, 19164; thence, N 89°I8' l3" E,
larb ratty •Uu:J. lira., a 936=anc� o: 1D. 09 tee: to t}f• ■outhe�at=
.o.rr: o; aaid la:,u; Lhrslct t+' GO S1' 47" 4@r' along zne .last lint of
,,Liz iar:e; a eirLance 4@r Z._.l2 fret Lo 9,he sou=ntr:Y Zarrtn of
titey u33' (alnn kAOwJ' as Svvvji�ary State Ml&hvxy No. 1—L) Da«tis
R0 f*c« i.r. vSJ::t, 4%& presently sgr=119fNC; tJxtace n4@:Lhaatrtr2y
lu-'1: said snvtr- merger., N 7'G?8' 2J:" E, a Cistanes of 2i?3.55 feet
o • Cara�ktas autwr to the left "Ylti� a Jrac:iva pi 3bJ54.71 tsti�
honce &20ng gsid Cur►o zhrosjgh a eentr&2 arils of 11°l4'JOS"r L
r= Clstatice of 756.84 fort to a pont an r;ys wst Zine of lana
0. 112se4 in r -T.51 thSt p I ci ag AV
Deed UUCL&r ring Cputur lsearCimg
a. aYO�2�t'3SS} thtncr laaviag aria Jtnirth margin of G;raslr way,
01904' 016•' 11,' aloJRg iJliC was: line, a ttiw<Lsacr of SkC.76 feet to
�e aot•th oma:gin of ltaa>ro�: Y3t2.gs rlact ss conveyo4 to the C2,
C Rsneon iwajr
rr Ung GOuntr Rscorcing mo. Sa7"101 JShRnce N $A 4i,`D2" f:�
distataca of 372.42 frwL along theJoorLh �rjiJp Of tai0 lfAtoa
�lisar llaBer to the es,sc Margin of vftuauru said loth Avaiu a Jsauthl
,true, J1 Ol
04,08" W ilxtig said saGL MArgin, aL distatiat of &D.01
est tc' Lht eDuthrRRL oprrstr of said Xsnton VSllagr rlace; xAq=p
8SQe4.OY•• K, a Cigtslzes OS 4@6.28 feet to the TRVZ POINT OI' gr KIiINO.
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