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HomeMy WebLinkAboutREGULAR COUNCIL - 20 Oct 2014 - Agenda - PdfAGENDA RENTON CITY COUNCIL REGULAR MEETING October 20, 2014 Monday, 7 p.m. 1.CALL TO ORDER AND PLEDGE OF ALLEGIANCE 2.ROLL CALL 3.SPECIAL PRESENTATIONS a. Greetings from Nishiwaki, Japan by Mayor Shozo Katayama b. South Seattle Asian International Film Festival (SSAFF) 4.PUBLIC HEARING a. 2015/2016 Biennial Budget 5.ADMINISTRATIVE REPORT 6.AUDIENCE COMMENT (Speakers must sign up prior to the Council meeting. Each speaker is allowed five minutes. The first comment period is limited to one-half hour. The second comment period later on in the agenda is unlimited in duration.) When you are recognized by the Presiding Officer, please walk to the podium and state your name and city of residence for the record, SPELLING YOUR LAST NAME. 7.CONSENT AGENDA The following items are distributed to Councilmembers in advance for study and review, and the recommended actions will be accepted in a single motion. Any item may be removed for further discussion if requested by a Councilmember. a. Approval of Council meeting minutes of 10/13/2014. Council concur. b. Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Wonder, Attorney for Claimants, vs. the City of Renton, regarding removal of forfeiture case filed by the Renton Police Department. Refer to City Attorney. c. City Clerk submits quarterly contract list for period 7/1/2014 through 9/30/2014, and expiration report for agreements expiring 10/1/2014 to 3/31/2015. Information. d. City Clerk reports bid opening on 9/25/2014 for CAG-14-108; Citywide Safety Improvements project; five bids; engineer’s estimate $256,668; and submits staff recommendation to award the contract to the low bidder, Pioneer Cable, Inc., in the amount of $245,235. Council concur. e. Community Services Department recommends approval of a five-year lease with Amazing Grace Lutheran Church for use of the first floor of the 200 Mill Building. Revenue generated is $705,729.36 over the duration of the lease. Refer to Finance Committee. 8.UNFINISHED BUSINESS Topics listed below were discussed in Council committees during the past week. Those topics marked with an asterisk (*) may include legislation. Committee reports on any topics may be held by the Chair if further review is necessary. Page 1 of 170 9.RESOLUTIONS AND ORDINANCES Ordinances for second and final reading: a. Title IV (Development Regulations) Docket #10A D-102, Garage, Carport, and Street Setbacks (1st reading 10/13/2014) b. Title IV (Development Regulations) Docket #10A D-103, Private Streets (1st reading 10/13/2014) c. Title IV (Development Regulations) Docket #10A D-110, Lot Line Adjustments (1st reading 10/13/2014) d. Title IV (Development Regulations) Docket #10A D-111, Parking Requirements (1st reading 10/13/2014) 10.NEW BUSINESS (Includes Council Committee agenda topics; call 425-430-6512 for recorded information.) 11.AUDIENCE COMMENT 12.ADJOURNMENT COMMITTEE OF THE WHOLE AGENDA (Preceding Council Meeting) 7TH FLOOR CONFERENCING CENTER October 20, 2014 Monday, 4:30 p.m. Nishiwaki Delegation Visit COUNCIL CHAMBERS October 20, 2014 Monday, 5:30 p.m. 2015-2016 Budget Review • Hearing assistance devices for use in the Council Chambers are available upon request to the City Clerk • CITY COUNCIL MEETINGS ARE TELEVISED LIVE ON GOVERNMENT ACCESS CHANNEL 21 AND ARE RECABLECAST: Tues. & Thurs. at 11 AM & 9 PM, Wed. & Fri at 9 AM & 7 PM and Sat. & Sun. at 1 PM & 9 PM Page 2 of 170 CITY OF RENTON COUNCIL AGENDA BILL Subject/Title: Summons Meeting: REGULAR COUNCIL - 20 Oct 2014 Exhibits: Summons Submitting Data: Dept/Div/Board: City Clerk Staff Contact: Jason Seth, Acting City Clerk, ext. 6504 Recommended Action: Refer to City Attorney Fiscal Impact: Expenditure Required: $ Transfer Amendment: $ Amount Budgeted: $ Revenue Generated: $ Total Project Budget: $ City Share Total Project: $ SUMMARY OF ACTION: Summons, Petition for Removal & Request for Jury Trial, & Order setting real/personal property or weapon forfeiture case schedule filed in Superior Court of Washington in and for the County of King submitted via Legal Courier by Julia & Yevgeniy Rubinchikov, represented by Scott Wonder, Attorney for Claimants, vs. the City of Renton, Plaintiff and 2007 Mercedes & currency, Defendants. STAFF RECOMMENDATION: n/a 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 3 of 170 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 4 of 170 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 5 of 170 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 6 of 170 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 7 of 170 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 8 of 170 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 9 of 170 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 10 of 170 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 11 of 170 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 12 of 170 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 13 of 170 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 14 of 170 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 15 of 170 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 16 of 170 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 17 of 170 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 18 of 170 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 19 of 170 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 20 of 170 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 21 of 170 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 22 of 170 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 23 of 170 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 24 of 170 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 25 of 170 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 26 of 170 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 27 of 170 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 28 of 170 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 29 of 170 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 30 of 170 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 31 of 170 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 32 of 170 7b. - Court case filed by Julia & Yevgeniy Rubinchikov, represented by Scott Page 33 of 170 CITY OF RENTON COUNCIL AGENDA BILL Subject/Title: City of Renton Contract Lists: 3rd Quarter 2014 & Six-month Expiration Report Meeting: REGULAR COUNCIL - 20 Oct 2014 Exhibits: List of agreements signed from July 1, 2014 through September 30, 2014; and List of agreements expiring between October 1, 2014 and March 31, 2015. Submitting Data: Dept/Div/Board: City Clerk Staff Contact: Jason Seth, Acting City Clerk Recommended Action: None; Information only Fiscal Impact: Expenditure Required: $ N/A Transfer Amendment: $N/A Amount Budgeted: $ N/A Revenue Generated: $N/A Total Project Budget: $ N/A City Share Total Project: $ N/A SUMMARY OF ACTION: Fully executed agreements in 3rd quarter 2014 were 36 contracts, 21 addendums, 7 work orders, and 14 change orders. The six-month expiration report shows 136 agreements expiring between October 1, 2014 and March 31, 2015. STAFF RECOMMENDATION: None; Information only 7c. - City Clerk submits quarterly contract list for period 7/1/2014 through Page 34 of 170 7c. - City Clerk submits quarterly contract list for period 7/1/2014 through Page 35 of 170 7c. - City Clerk submits quarterly contract list for period 7/1/2014 through Page 36 of 170 7c. - City Clerk submits quarterly contract list for period 7/1/2014 through Page 37 of 170 7c. - City Clerk submits quarterly contract list for period 7/1/2014 through Page 38 of 170 7c. - City Clerk submits quarterly contract list for period 7/1/2014 through Page 39 of 170 7c. - City Clerk submits quarterly contract list for period 7/1/2014 through Page 40 of 170 7c. - City Clerk submits quarterly contract list for period 7/1/2014 through Page 41 of 170 7c. - City Clerk submits quarterly contract list for period 7/1/2014 through Page 42 of 170 7c. - City Clerk submits quarterly contract list for period 7/1/2014 through Page 43 of 170 7c. - City Clerk submits quarterly contract list for period 7/1/2014 through Page 44 of 170 7c. - City Clerk submits quarterly contract list for period 7/1/2014 through Page 45 of 170 7c. - City Clerk submits quarterly contract list for period 7/1/2014 through Page 46 of 170 7c. - City Clerk submits quarterly contract list for period 7/1/2014 through Page 47 of 170 7c. - City Clerk submits quarterly contract list for period 7/1/2014 through Page 48 of 170 7c. - City Clerk submits quarterly contract list for period 7/1/2014 through Page 49 of 170 7c. - City Clerk submits quarterly contract list for period 7/1/2014 through Page 50 of 170 7c. - City Clerk submits quarterly contract list for period 7/1/2014 through Page 51 of 170 7c. - City Clerk submits quarterly contract list for period 7/1/2014 through Page 52 of 170 7c. - City Clerk submits quarterly contract list for period 7/1/2014 through Page 53 of 170 7c. - City Clerk submits quarterly contract list for period 7/1/2014 through Page 54 of 170 CITY OF RENTON COUNCIL AGENDA BILL Subject/Title: Contract Award for Bid Opening on 9/25/2014 for CAG-14-108; Citywide Safety Improvements Project Meeting: REGULAR COUNCIL - 20 Oct 2014 Exhibits: Staff Recommendation Bid Tab Submitting Data: Dept/Div/Board: City Clerk Staff Contact: Jason Seth, Acting City Clerk, ext. 6504 Recommended Action: Council concur Fiscal Impact: Expenditure Required: $ 245,235.00 Transfer Amendment: $ Amount Budgeted: $ Revenue Generated: $ Total Project Budget: $ 447,000 City Share Total Project: $ SUMMARY OF ACTION: Engineer's Estimate: $256,668 In accordance with Council procedure, bids submitted at the subject bid opening met the following three criteria: There was more than one bid, the low bid was within the total project budget, and there were no irregularities with the low bid. Therefore, staff recommends accepting the low bid submitted by Pioneer Cable, Inc. in the amount of $245,235 for the Citywide Safety Improvement Projects. STAFF RECOMMENDATION: Accept the low bid submitted by Pioneer Cable, Inc. in the amount of $245,235 for the Citywide Safety Improvements Project. 7d. - City Clerk reports bid opening on 9/25/2014 for CAG-14-108; Citywide Page 55 of 170 7d. - City Clerk reports bid opening on 9/25/2014 for CAG-14-108; Citywide Page 56 of 170 7d. - City Clerk reports bid opening on 9/25/2014 for CAG-14-108; Citywide Page 57 of 170 7d. - City Clerk reports bid opening on 9/25/2014 for CAG-14-108; Citywide Page 58 of 170 7d. - City Clerk reports bid opening on 9/25/2014 for CAG-14-108; Citywide Page 59 of 170 CITY OF RENTON COUNCIL AGENDA BILL Subject/Title: Lease with Amazing Grace Lutheran Church for the First Floor of the 200 Mill Building Meeting: REGULAR COUNCIL - 20 Oct 2014 Exhibits: Issue Paper Leases Submitting Data: Dept/Div/Board: Community Services Staff Contact: Peter Renner, Facilities Director, Ext. 6605 Recommended Action: Refer to Finance Committee Fiscal Impact: Expenditure Required: $ $285,286.47 Transfer Amendment: $ Amount Budgeted: $ Revenue Generated: $$705,729.36 Total Project Budget: $ City Share Total Project: $ SUMMARY OF ACTION: Amazing Grace Lutheran Church wants to lease the first floor of the 200 Mill Building for five years to expand the student capacity for its school, Amazing Grace Christian School. The existing school is located at 10056 Renton Avenue South in Seattle. This use required Hearing Examiner approval, which was granted in July. The tenant improvement is intended to be completed in time for use right after the Holiday Break. Since AG was not represented by a broker, there will be a single brokerage fee to Kidder Mathews for $35,286.47. We have set the budget placeholder for the tenant improvement work at $250,000.00. STAFF RECOMMENDATION: Authorize the Mayor and City Clerk to sign the five-year lease with Amazing Grace Lutheran Church for the first floor of the 200 Mill Building. 7e. - Community Services Department recommends approval of a five-year lease Page 60 of 170 COMMUNITY SERVICES DEPARTMENT M E M O R A N D U M DATE:October 6, 2014 TO:Don Persson, Council President Members of Renton City Council VIA:Denis Law, Mayor FROM:Terry Higashiyama, Community Services Administrator STAFF CONTACT:Peter Renner, Facilities Director, Ext. 6605 SUBJECT:Lease with Amazing Grace Lutheran Church for the First Floor of the 200 Mill Building Issue: Should the Council authorize the Mayor and City Clerk to sign a five-year Lease with Amazing Grace Lutheran Church (AG) for the first floor of the 200 Mill Building? Recommendation: Council authorize the Mayor and City Clerk to sign the Lease with AG. Background: Since 1960, Amazing Grace has educated thousands of students in its Washington State approved Pre-Kindergarten through 8th grade school. It presently serves children from 26 ethnic backgrounds and 12 faith traditions including Christian, Muslim, Jewish, Buddhists and non-faith students. Forty-percent of its students are citizens of the City of Renton and 60-percent are from Southeast Seattle and unincorporated King County. Most are students of color and come from first and second generation immigrants who have become US citizens. AG is a STEM (Science, Technology, Engineering and Math) school, where learning is concentrated around these disciplines. Classic liberal arts and culture are also emphasized. Because of the success of their school, demand for the limited spaces is very high. In addition, AG wants to extend to 12th Grade in time. From a business point of view, it makes more sense and will take less time if AG leases a space than to build an additional facility at their current site. The 200 Mill building is centrally located, with good freeway access for their students, who are all commuters. 7e. - Community Services Department recommends approval of a five-year lease Page 61 of 170 Don Persson, Council President Members of Renton City Council October 10, 2014 H:\Facilities\Facilities Director\Peter Renner\My Documents\Leasehold\Boathouse\GPRF\Issue PaperCPRFLease 11 20 2013 10/16/2014 AG was required by code to be approved by the Hearing Examiner. The judgment of the Hearing Examiner provided an unencumbered use of the 200 Mill Building for the first and second floor. The tenant improvement (TI) floor plan is quite simple. Most of the cost for TI is associated with meeting code for asbestos abatement, securing ceiling and wiring to the existing seismic standard, adding a bathroom, upgrading the fire alarm system, and increasing conditioned air because of the high occupancy. The business points include: o A five-year term. o Abatement of rent for the first three and final four months. o Total rents of $705,729.36 over the duration of the lease. o There will brokerage fees of $35,286.47 to Kidder Mathews; AG was not represented. o The rider contains a provision that allows for good faith negotiation for additional space, which could be on the second or third floor. Conclusion: Amazing Grace is a remarkable academic institution that can grow and flourish in the 200 Mill Building. The students, faculty, and staff will provide a positive, energetic influence in the neighborhood and benefit from proximity to Liberty Park and the Library. The revenue generated will help balance the ongoing maintenance and capital costs for the building, which is aging and has been underutilized for a number of years. cc:Jay Covington, Chief Administrative Officer Iwen Wang, Finance & IS Administrator Larry Warren, City Attorney 7e. - Community Services Department recommends approval of a five-year lease Page 62 of 170 KIDDER MATHEWS 601 UNION STREET SUITE 4720 SEATTLE, WA 98101 TEL 398-2271 FAX 398-2290 OFFICE LEASE - GROSS 200 MILL AVENUE BUILDING This Lease is made this 2nd day of October 2014, by and between the City of Renton, a noncharter code city under RCW 35A, and a-municipal corporation under the laws of the State of Washington ("Landlord"), and Amazing Grace Lutheran Church, a Washington non-profit corporation ("Tenant"), who agree as follows: 1. Fundamental Terms. As used in this Lease, the following capitalized terms shall have the following meanings: (a) "Land" means the land on which the Building is located, situated in the City of Renton, County of King, State of Washington, which is described on Exhibit A. (b) "Building" means the building in which the Premises is located, commonly known as the 200 Mill Avenue Building, the street address of which is 200 Mill Avenue South, Renton Washinqton 98055-3232. (c) "Premises" means that certain space crosshatched on Exhibit B. located on the First floor of the Building and designated as Suite 110. (d) "Agreed Areas" means the agreed amount of rentable square feet of space in the Building and the Premises. Landlord and Tenant stipulate and agree for all purposes under this Lease that the Building contains approximately 49,480 rentable square feet of space (the "Building Area") and that the Premises contain approximately 8,677 rentable square feet of space in Suite 110 on the first floor. The total area under lease will be 8,677 rentable square feet (the "Premises Area"). (e) "Tenants Share" means the Premises Area divided by the Building Area, expressed as a percentage, which is Seventeen and 54/100 (17.54%). Notwithstanding the foregoing, if one or more of the facilities, services and utilities the costs of which are included within the definition of Operating Costs is not furnished to one or more spaces or to particular types of spaces, then in connection with the calculation of Tenant's Share of each of such costs the Building Area shall be reduced by the number of rentable square feet contained in such space and Tenant's Share shall be separately computed as to each of such costs. If the Building shall contain non-office uses during any period, Landlord shall have the right to determine, in accordance with sound accounting and management principles, Tenant's Share of Real Property Taxes and Operating Costs for only the office portion of the Building; in such event Tenant's Share shall be based on the ratio of the rentable area of the Premises to the rentable area of such office portion for such period. If a portion of the Building is damaged or condemned, or any other event occurs which alters the number of rentable square feet of space in the Premises or the Building, then Landlord shall adjust Tenant's Share to equal the number of rentable square feet of space then existing in the Premises (as altered by such event) divided by the number of rentable square feet of space then existing in the Building (as altered by such event). (f) "Commencement Date" means January 1, 2015, or such earlier or later date as provided in Section 4. Tenant shall have access to the Premises for furniture, telecommunications wiring, and equipment assembly for a period of up to 30 calendar days prior to lease commencement at no cost to Tenant. (g) "Expiration Date" means 12:00 noon, August 31, 2019. (h) "Term" means the period of time commencing on the Commencement Date and ending on the Expiration Date, unless sooner terminated pursuant to this Lease. (i) "Minimum Monthly Renf means the following amounts as to the following periods during the Term of this Lease: Monthly Amount $0.00 per month FS $12,653.96 per month FS $13,196.27 per month FS $13,738.58 per month FS $14,280.90 per month FS $14,823.21 per month FS © "Permitted Use" means use for purposes of school offices and classrooms for 4th - 12th grade students enrolled in a private 1 x 1 laptop educational program and related school administration services as well as other teaching of subjects of interest for the community and adults consistent in nature with those of the school (k) "Base Year" means the calendar year 2015. Period Jan. 1, 2015 to April 30, 2015 May 1, 2015 to April 30, 2016 May 1,2016 to April 30, 2017 May 1,2017 to April 30, 2018 May 1,2018 to April 30, 2019 May 1,2019 to Aug. 31, 2019 7e. - Community Services Department recommends approval of a five-year lease Page 63 of 170 (I) "Prepaid Renf means Twelve Thousand Six Hundred Fifty-three and 96/100 Dollars ($12,653.96). (m) "Security Deposit" means Fourteen Thousand Eight Hundred Twenty-three and 21/100 Dollars ($14,823.21). (n) "Landlord's Address for Notice" means 200 Mill Avenue Building, c/o Kidder Mathews, 601 Union Street, Suite 4720, Seattle, WA 98101. (o) "Landlord's Address for Payment of Renf means 200 Mill Avenue Building, c/o Kidder Mathews, P.O. Box 34860, Seattle, WA 98124-1860. (p) "Tenant's Address for Notice" means Amazing Grace School, 200 Mill Avenue Building, Suite 110, Renton, WA 98055-3232 on and after the Commencement Date. (q) "Landlord's Agent" means Kidder Mathews or such other agent as Landlord may appoint from time to time. (r) "Broker(s)" means Kidder Mathews representing the Landlord and Tenant. (s) "Exhibits" means the following Exhibits to this Lease: Exhibit A - Legal Description of the Property Exhibit B - Outline Drawing of the Premises Exhibit C-Work Letter Exhibit D - Rules and Regulations (t) "Rider" means the following attached Rider: Rider to Lease dated October 2„ 2014. (u) "Definitions" means the words and phrases defined in Section 41 captioned "Definitions". 2. Consent and Notices. Whenever the consent of either Landlord or Tenant is required under this Lease, such consent shall not be effective unless given in writing and shall not be unreasonably withheld or delayed, provided, however, that such consent may be conditioned as provided in this Lease. All notices or requests required or permitted under this Lease shall be in writing as provided in Section 42(g). 3. Premises and Appurtenances. Landlord leases to Tenant and Tenant leases from Landlord the Premises for the Term. Tenant, and its authorized representatives, shall have the right to use, in common with others and subject to the Rules and Regulations, the Common Areas on the first floor and exterior of the Building. Tenant shall have access to the Premises 24 hours a day, seven days a week. Landlord shall have the right, in Landlord's sole discretion, from time to time to (i) make changes to the Building interior and exterior and Common Areas, including without limitation, changes in the location, size, shape, number and appearance, (ii) to close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available, and (iii) to use the Common Areas while engaged in making additional improvements, repairs or alterations to the Building. All of the windows and exterior walls of the Premises and any space in the Premises used for shafts, stacks, pipes, conduits, ducts, electrical equipment or other utilities or Building facilities are reserved solely to Landlord and Landlord shall have rights of access through the Premises, with prior contact to Tenant's office and with the least impact reasonably possible on Tenant, for the purpose of operating, maintaining and repairing the same, provided, however, that such changes shall not materially affect Tenant's access to, or use and occupancy of the Premises. 4. Term. (a) Commencement Date. The Term shall commence on the Commencement Date and expire on the Expiration Date, unless sooner terminated pursuant to this Lease. The Commencement Date shall be: (i) The date specified in Section 1, unless notice is delivered pursuant to Subsection 4(a)(ii), in which case the Commencement Date shall be such later date, or Tenant occupies the Premises earlier pursuant to Subsection 4(a)(iii), in which case the Commencement Date shall be such earlier date; (ii) Such later date on which the Tenant Improvements to be made to the Premises by Landlord are Substantially Complete, provided, however, that Landlord shall give notice of substantial completion to Tenant at least five (5) days before such date; (iii) If Tenant shall occupy the Premises for the Permitted Use prior to the Commencement Date specified in Section 1 or the date specified in the notice provided for pursuant to Subsection 4(a)(ii), then the date of such early occupancy shall be the Commencement Date. (b) Tenant Termination Rights. Tenant agrees that in the event of the inability of Landlord to deliver possession of the Premises on the Scheduled Commencement Date for any reason, Landlord shall not be liable for any damage resulting from such inability, but Tenant shall not be liable for any rent until the time when Landlord can, after notice to Tenant, deliver possession of the Premises to Tenant. No such failure to give possession on the Scheduled Commencement Date shall affect the other obligations of Tenant under this Lease, except that if Landlord is unable to deliver possession of the Premises within one hundred twenty (120) calendar days after the Scheduled Commencement Date 2 7e. - Community Services Department recommends approval of a five-year lease Page 64 of 170 (other than as a result of strikes, shortages of materials, holdover tenancies or similar matters beyond the reasonable control of Landlord and Tenant is notified by Landlord in writing as to such delay), Tenant shall have the option to terminate this Lease unless said delay is as. a result of: (a) Tenant's failure to agree to plans and specifications and/or construction cost estimates or bids; (b) Tenant's request for materials, finishes or installations other than Landlord's standard except those, if any, that Landlord shall have expressly agreed to furnish without extension of time agreed by Landlord; (c) Tenant's change in any plans or specifications; or, (d) performance or completion by a party employed by Tenant (each of the foregoing, a "Tenant Delay"). If any delay is the result of a Tenant Delay, the Commencement Date and the payment of rent under this Lease shall be accelerated by the number of days of such Tenant Delay. (c) Confirmation of Commencement Date. When the Commencement Date as provided in Subsection 4(a)(ii) or Subsection 4(a)(iii) has been established as an earlier or later date than the Commencement Date specified in Section 1, Landlord shall confirm the Commencement Date by notice to Tenant. 5. Minimum Monthly Rent; Late Charge. (a) Minimum Monthly Rent. Tenant shall pay to Landlord the Minimum Monthly Rent without deduction, offset, prior notice or demand, in advance on the first day of each month during the Term. Minimum Monthly Rent for any partial month shall be prorated at the rate of 1/30th of the Minimum Monthly Rent per day. Minimum Monthly Rent is exclusive of any sales, franchise, business or occupation or other tax based on rents (other than Landlord's general income taxes) and should such taxes apply during the Term, the Minimum Monthly Rent shall be increased by the amount of such taxes. All Rent shall be paid to Landlord at Landlord's Address for Payment of Rent or at such other address as Landlord may specify by notice to Tenant. (b) Late Charge. Tenant acknowledges that the late payment by Tenant of any Rent will cause Landlord to incur administrative, collection, processing and accounting costs and expenses not contemplated under this Lease, the exact amount of which are extremely difficult or impracticable to fix. Therefore, if any Rent is not received by Landlord from Tenant by the fifth (5th) calendar day after such Rent is due, Tenant shall immediately pay to Landlord a late charge equal to five percent (5%) of the amount of such Rent or Seventy-five and No/100th Dollars ($75.00), whichever is greater. Landlord and Tenant agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Landlord for its loss caused by Tenant's nonpayment. Should Tenant pay said late charge but fail to pay contemporaneously therewith all unpaid amounts of Rent, Landlord's acceptance of this late charge shall not constitute a waiver of Tenant's default with respect to Tenant's nonpayment nor prevent Landlord from exercising all other rights and remedies available to Landlord under this Lease or under law. 6. Prepaid Rent and Security Deposit. As partial consideration for Landlord's execution of this Lease, on execution of this Lease, Tenant shall deposit with Landlord the Prepaid Rent, as monthly rent for the first full month of the Term for which Rent is payable, and the Security Deposit, as a Security Deposit for the performance by Tenant of the provisions of this Lease. If Tenant is in default, Landlord may use the Security Deposit, or any portion of it, to cure the default, including without limitation, paying for the cost of any work necessary to restore the Premises, the Tenant improvements and any alterations to good condition or to compensate Landlord for all damage sustained by Landlord resulting from Tenant's default. Tenant shall within five (5) calendar days of demand pay to Landlord a sum equal to the portion of the Security Deposit expended or applied by Landlord as provided in this Section so as to maintain the Security Deposit in the sum initially deposited with Landlord. If Tenant is not in default as of the expiration or termination of the Term, including without limitation, in default in payment of the Rent for the last month of the Term, then Landlord shall return the Security Deposit, without interest, to Tenant within a reasonable period of time not to exceed thirty (30) calendar days after the expiration or termination of the Term, provided, however, that Landlord may retain a portion of the Security Deposit for payment of increases in Real Property Taxes and Operating Costs the exact amount of which has not been determined as of the expiration or termination of the Term. Landlord's obligations with respect to the Security Deposit are those of a debtor and not a trustee. Landlord may commingle the Security Deposit with Landlord's general and other funds. 7. Real Property Taxes. (a) Payment of Tenant's Share of Increases in Real Property Taxes. Tenant shall pay to Landlord, as Additional Rent, monthly, in advance on the first day of each month during the Term, an amount equal to one-twelfth (1/12th) of Tenant's Share of all increases in Real Property Taxes that are or will be levied or assessed against the Property during each calendar year during the Term over and above the Real Property Taxes that are levied or assessed against the Property during the Base Year as reasonably estimated by Landlord. Such Additional Rent is exclusive of any sales, franchise, business or occupation or other tax based on rents and should such taxes apply during the Term, such Additional Rent shall be increased by the amount of such taxes. Within one hundred twenty (120) calendar days after the end of each calendar year during the Term or within such longer period of time as may be reasonably necessary, Landlord shall furnish to Tenant a statement of the Real Property Taxes for the preceding calendar year and Tenant's Share of the increase in Real Property Taxes. If Tenant's Share of the increase in such Real Property Taxes for that calendar year over such Real Property Taxes for the Base Year exceeds the monthly payments made by Tenant, then Tenant shall pay Landlord the deficiency within thirty (30) calendar days after receipt of the statement If Tenant's payments made during that calendar year exceed Tenants Share of the increase in such Real Property Taxes for that calendar year over such Real Property Taxes for the Base Year, then, at Landlord's option, either Landlord shall pay Tenant the excess at the time Landlord furnishes the statement to Tenant, or Tenant 3 7e. - Community Services Department recommends approval of a five-year lease Page 65 of 170 shall be entitled to offset the excess against the next installment(s) of Minimum Monthly Rent and Additional Rent, provided, however, that at the end of the Term Landlord shall pay Tenant the excess at the time Landlord furnishes the statement to Tenant. (b) General and Special Assessments. With respect to any general or special assessments which may be levied against or upon the Property, or which under the laws then in force may be evidenced by improvement or other bonds or may be paid in annual installments, only the amount of such annual installment, and interest due thereon, shall be included in the computation of Real Property Taxes. (c) Proration. Tenant's Share of Real Property Taxes shall be prorated on the basis of a 360-day year to account for any fractional portion of a tax year included in the Term at its commencement and expiration. (d) No Effect on Minimum Monthly Rent. Notwithstanding anything to the contrary in this Section, the Minimum Monthly Rent payable by Tenant shall in no event be less than the Minimum Monthly Rent specified in Section 1. (e) Leasehold Excise Tax. Notwithstanding anything to the contrary contained in this Section 7. Landlord and Tenant agree that Landlord is a municipal corporation under the State of Washington, and, as such, pays leasehold excise taxes based on rent in lieu of Real Property Taxes. For purposes of establishing a Base Year for taxes based on rent, Landlord and Tenant shall agree upon a tax assessment based on the valuation of the Property for the Base Year, and Tenant shall pay to Landlord as Additional Rent, monthly, in advance on the first day of each month during the Term, an amount equal to one-twelfth (1/12th) of Tenant's Share of all increases in the valuation of the Property over the agreed upon Base Year valuation that are or will be levied or assessed against the Property for each calendar year during the Term. 8. Personal Property Taxes. Tenant shall pay prior to delinquency all personal property taxes assessed against and levied upon trade fixtures, furnishings, equipment and all other personal property of Tenant contained in the Premises or elsewhere. If possible, Tenant shall cause such trade fixtures, furnishings, equipment and all other personal property of Tenant to be assessed and billed separately from the Property. 9. Operating Costs. (a) Payment of Tenant's Share of Increases in Operating Costs. Tenant shall pay to Landlord, as Additional Rent, monthly, in advance on the first day of each month during the Term, an amount equal to one-twelfth (1/12th) of Tenant's Share of the increase in the Operating Costs of the Property for each calendar year during the Term over the Operating Costs for the Base Year as reasonably estimated by Landlord. Landlord may, in accordance with sound accounting and management principles, both reasonably estimate, and finally determine, the Operating Costs for the Base Year and for each calendar year during the Term based on the Operating Costs that would have been incurred if the Building had been 95% occupied during the Base Year or each such calendar year, as the case may be, taking into account historical operating costs for the Building. Landlord may, in accordance with sound accounting and management principles, make any other appropriate changes to reflect adjustments to Operating Costs for prior years or for the then current calendar year. Such Additional Rent is exclusive of any sales, franchise, business or occupation or other tax based on rents and should such taxes apply during the Term, such Additional Rent shall be increased by the amount of such taxes. Within one hundred twenty (120) calendar days after the end of each calendar year during the Term or within such longer period of time as may be reasonably necessary, Landlord shall furnish to Tenant a statement of the Operating Costs for the preceding calendar year and Tenant's Share of the increase in the Operating Costs. If Tenant's Share of the increase in the Operating Costs for that calendar year over the Operating Costs for the Base Year exceeds the monthly payments made by Tenant, then Tenant shall pay Landlord the deficiency within thirty (30) calendar days after receipt of the statement. If Tenant's payments made during that calendar year exceed Tenant's Share of the increase in the Operating Costs for that calendar year over the Operating Costs for the Base Year, then, at Landlord's option, either Landlord shall pay Tenant the excess at the time Landlord furnishes the statement to Tenant, or Tenant shall be entitled to offset the excess against the next installment(s) of Minimum Monthly Rent and Additional Rent, provided, however, that at the end of the Term Landlord shall pay Tenant the excess at the time Landlord furnishes the statement to Tenant. (b) Proration. Tenant's Share of Operating Costs shall be prorated on the basis of a 360- day year to account for any fractional portion of a year included in the Term at its commencement and expiration. (c) No Effect on Minimum Monthly Rent. Notwithstanding anything to the contrary in this Section, the Minimum Monthly Rent payable by Tenant shall in no event be less than the Minimum Monthly Rent specified in Section 1. 10. Use. Tenant shall use the Premises for the Permitted Use and for no other use without Landlord's prior written consent Tenant's use of the Premises shall be in accordance with the following: (a) Insurance. Tenant shall not do, bring, or keep anything in or about the Premises or the Property that will cause a cancellation of any insurance covering the Property or jeopardize such insurance coverage. If the rate of any insurance carried by Landlord on the Property as published by the Washington Survey and Rating Bureau, or any successor rating bureau or agency, is increased as a 4 7e. - Community Services Department recommends approval of a five-year lease Page 66 of 170 result of Tenant's use, then Tenant shall pay to Landlord not less than ten (10) calendar days before the date Landlord is obligated to pay a premium on the insurance, a sum equal to the difference between the original premium and the increased premium. (b) Compliance with Laws. Tenant shall comply with all Laws and this Agreement concerning the Premises and Tenant's use of the Premises, Building, Common Areas or Land. (c) Waste, Nuisance and Improper Use. Tenant shall not use the Premises in any manner that will constitute waste, nuisance or unreasonable annoyance to other tenants in the Building, including without limitation, (i) unreasonable noises, (ii) the use of loudspeakers or sound or light apparatus that can be heard or seen outside the Premises, (iii) for cooking or other activities that cause odors that can be detected outside the Premises, or (iv) for lodging or sleeping rooms. (d) Damage to Property or Premises. Tenant shall not do anything in, on or about the Premises that will cause damage to the Property or the Premises. (e) Rules and Regulations. Tenant and its authorized representatives shall comply with the Rules and Regulations set forth on Exhibit D attached. Landlord shall have the sole right to reasonably amend the Rules and Regulations from time to time. In the event of a conflict between this Lease and the Rules and Regulations, as amended, this Lease shall control. Landlord shall have the right to enforce the Rules and Regulations. Landlord shall have no liability or responsibility whatsoever with respect to the noncompliance by other tenants or their authorized representatives with any of such Rules and Regulations. Notwithstanding anything herein to the contrary, Tenant's obligation to comply with Rules and Regulations shall be limited to the extent that a copy of such rules and regulations shall have been furnished or made available to Tenant. 11. Hazardous Substances. Tenant shall not dispose of or otherwise allow the release of any Hazardous Substances in, on or under the Premises, or the Property, or in any tenant improvements or alterations placed on the Premises by Tenant. Tenant represents and warrants to Landlord that Tenant's intended use of the Premises does not involve the use, production, disposal or bringing on to the Premises of any Hazardous Substances, except for products normally used in general business offices which constitute Hazardous Substances, provided that such products are used, stored and disposed of in accordance with applicable laws and manufacturer's and supplier's guidelines. Tenant shall promptly comply with all Laws 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 Substances, on or under the Premises or the Property, or incorporated in any tenant improvements or alterations, at Tenant's expense. (a) Compliance; Notification. 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 and the Property, provided, however that Landlord shall not be obligated to give Tenant notice and an opportunity to effect such compliance if (i) such delay might result in material adverse harm to the Premises, or the Property, or (ii) an emergency exists. 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 expiration or termination of the Term. Tenant shall notify Landlord immediately of any release of any Hazardous Substances on the Premises or the Property. (b) Indemnity by Tenant. Tenant agrees to hold Landlord harmless from and against any and all damages, charges, cleanup costs, remedial actions, costs and expenses, which may be imposed on, incurred or paid by, or asserted against Landlord, the Premises or the Property by reason of, or in connection with (1) any misrepresentation, breach of warranty or other default by Tenant under this Lease, or (2) the acts or omissions of Tenant, its authorized representatives, or any subtenant or other person for whom Tenant would otherwise be liable, resulting in the release of any Hazardous Substances on the Premises or the Property. (c) Indemnity by Landlord. Landlord agrees to hold Tenant harmless from and against any and all damages, charges, cleanup costs, remedial actions, costs and expenses, which may be imposed on, incurred or paid by, or asserted against Tenant, the Premises or the Property by reason of, or in connection with the acts or omissions of Landlord, or its employees, resulting in the release of any Hazardous Substances on the Premises or the Property. (d) Landlord's Obligations. Landlord and Tenant each warrants, represents and covenants that it shall not use any Hazardous Substances in the Premises or any utility system or other facility which serves the Building, whether located in the Premises or in other portions of the Building (the "Support Systems), and Landlord further warrants and represents that, to the best of Landlord's knowledge, there are no Hazardous Substances in the Premises or the Support Systems. Landlord covenants and agrees to comply with all Laws pertaining to Hazardous Substances, health or the environment ("Environmental Laws"). If Hazardous Substances are discovered in the Premises or Support Systems at any time during the Term, then Tenant shall have the right to vacate the Premises and Landlord shall, at its sole cost and expense, promptly perform all work required to remove any and all Hazardous Substances and deliver to Tenant of a clearance certificate from the applicable governmental jurisdiction (or, if no governmental jurisdiction issues such certificate, then from a licensed environmental hygienist) certifying the complete removal thereof (the "Abatement Work") and repair or replace all improvements damaged by the Abatement Work. All Rent shall totally abate from the date on which the Hazardous Substances are discovered and Tenant has ceased conducting business from the affected portion(s) of the Premises until 5 7e. - Community Services Department recommends approval of a five-year lease Page 67 of 170 the date on which the Abatement Work is complete and all damaged improvements are repaired or replaced to the extent that Tenant may reoccupy the entire Premises for the conduct of Tenant's business. Landlord shall indemnify, defend and hold Tenant harmless from and against any and all costs associated with the presence of Hazardous Substances within the Premises, including the disruption of Tenant's business and its quiet and peaceful possession of the Premises, relating to any Hazardous Substances in the Premises or Support Systems and provided that such Hazardous Substances were not installed therein by Tenant or Tenant's agents. Landlord shall be solely responsible for and shall comply with all legal requirements with respect to Hazardous Substances in the Premises, provided that such Hazardous Substances were not installed thereon by Tenant or Tenant's agents. (e) Survival. The provisions of this Section shall survive the expiration or sooner termination of the Term. No subsequent modification or termination of this Lease by agreement of the parties or otherwise shall be construed to waive or to modify any provisions of this Section unless the termination or modification agreement or other document expressly so states in writing. 12. Landlord's Maintenance; Inclusion in Operating Costs. Landlord's Maintenance. Except as provided in Section 13 captioned "Tenant's Maintenance; Remedies", Section 23 captioned "Destruction" and Section 24 captioned "Condemnation" and except for damage caused by any negligent or intentional act or omission of Tenant or its authorized representatives, Landlord shall maintain in good condition and repair the following: (i) the structural parts of the Building, which structural parts include only the foundations, bearing and exterior walls, exterior glass, glass entrance doors (excluding interior glass and interior glass doors), subflooring and roof, (ii) the building standard lighting fixtures, window coverings and ceiling tiles and the unexposed electrical, plumbing and sewage systems, including without limitation, those portions lying outside the Premises, (iii) the heating, ventilating and air-conditioning system, if any, servicing the Building, (iv) the lobbies, corridors, elevators, public or common restrooms and other common areas on the first floor of the Building, and (v) the sidewalks, grounds, landscaping, parking and loading areas, if any, and other exterior common areas of the Property. If Landlord shall fail to perform any obligation under this Lease required to be performed by Landlord, Landlord shall not be deemed to be in default nor subject to any claims for damages of any kind, unless such failure shall have continued for a period of thirty (30) calendar days after notice thereof by Tenant (provided, if the nature of Landlord's failure is such that more time is reasonably required in order to cure, Landlord shall not be in default if Landlord commences to cure within such period and thereafter diligently seeks to cure such failure to completion). If Landlord shall default and shall fail to cure as provided herein, Tenant shall have such rights and remedies as may be available to Tenant under applicable Laws, subject to the other provisions of this Lease; provided, Tenant shall have no right of self-help to perform repairs or any other obligation of Landlord, and shall have no right to withhold, set-off, or abate Rent, or terminate this Lease, and Tenant hereby expressly waives the benefit of any Law to the contrary. Inclusion in Operating Costs. The cost of maintaining, repairing, replacing or servicing the portions of the Building that Landlord is required to maintain pursuant to this Section shall be included in Operating Costs to the extent provided in Section 9 captioned "Operating Costs". 13. Tenant's Maintenance; Remedies. (a) Tenant's Maintenance. Except as provided in Section 12 captioned "Landlord's Maintenance; Inclusion in Operating Costs", Section 23 captioned "Destruction" and Section 24 captioned "Condemnation" and except for damage caused by any grossly negligent or intentional act or omission of Landlord or its authorized representatives, Tenant, at its cost, shall maintain in good condition and repair the Premises, including without limitation, all of the Tenant Improvements, Tenant's alterations, Tenant's trade fixtures, Tenant's personal property, signs, walls, interior partitions, wall coverings, windows, non- building standard window coverings, glass within the Premises, doors, carpeting and resilient flooring, non-building standard ceiling tiles, plumbing fixtures and non-building standard lighting fixtures. Tenant shall be liable for any damage to the Premises and the Building resulting from the acts or omissions of Tenant, Tenant's guests, Tenant's invitees, or its authorized representatives. (b) Landlord's Remedies. If Tenant fails to maintain the Premises in good condition and repair as required by Subsection 13(a) and if such failure is not cured within thirty (30) calendar days after notice of such failure is given by Landlord to Tenant, then Landlord may, at its option, cause the Premises to be maintained in good condition and repair and Tenant shall promptly reimburse Landlord for all reasonable costs incurred by Landlord in performance of Tenant's obligation to maintain the Premises, or may determine, in its sole reasonable discretion, that Tenant is in breach of this Agreement and pursue any and all remedies available under the law. 14. Tenant Improvements; Alterations and Trade Fixtures. (a) Tenant Improvements. Tenant accepts the Premises in their "AS IS" condition without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements or to provide any allowances unless otherwise expressly provided in this Lease or in the Work Letter attached hereto as Exhibit C. Tenant shall not make any improvements or alterations to the Premises without Landlord's prior written consent which shall not be unreasonably withheld, conditioned or delayed. (b) Alterations. Any improvements and alterations made by either party shall remain on and be surrendered with the Premises on expiration or termination of the Term, except that Landlord can elect by giving notice to Tenant within thirty (30) calendar days before the expiration of the Term, or within thirty 6 7e. - Community Services Department recommends approval of a five-year lease Page 68 of 170 (30) calendar days after termination of the Term, to require Tenant to remove any improvements and alterations that Tenant has made to the Premises. If Landlord so elects, Tenant, at its cost, shall restore the Premises to the condition designated by Landlord in its election, before the last day of the Term, or within thirty (30) calendar days after notice of election is given, whichever is later. Any improvements and alterations that remain on the Premises on expiration or termination of the Term shall automatically become the property of Landlord and title to such improvements and alterations shall automatically pass to Landlord at such time without any payment or liability of Landlord to Tenant. If Tenant or its authorized representatives make any improvements or alterations to the Premises as provided in this Section, then such improvements and alterations (i) shall be made in a first class manner in conformity with then building standard improvements, (ii) shall be made utilizing then building standard materials, (iii) shall be made in compliance with the Rules and Regulations and the reasonable directions of Landlord, (iv) shall be made pursuant to a valid building permit to be obtained by Tenant, at its sole cost, and (v) shall be made in conformity with all then applicable laws, including without limitation, building codes. (c) Trade Fixtures. Tenant shall not install any trade fixtures in or on the Premises without Landlord's prior written consent. 15. Mechanics' Lien(s). Tenant shall pay, or cause to be paid, all costs of labor, services and/or materials supplied in connection with any Work. Tenant shall keep the Premises free and clear of all mechanics' liens and other liens resulting from any Work. Prior to the commencement of any Work costing more than an amount equal to one (1) month's Minimum Monthly Rent, or the supply or furnishing of any labor, services and/or materials in connection with any such Work, Tenant shall provide Landlord with a labor and material payment bond, a letter of credit or other security satisfactory to Landlord in an amount equal to one hundred percent (100%) of the aggregate price of all contracts therefor, with release of the bond conditioned on Tenant's prompt payment in full of all claims of lien claimants for such labor, services and/or materials supplied in the prosecution of the Work. Said payment bond shall name Landlord as a primary obligee, shall be given by a surety which is satisfactory to Landlord, and shall be in such form as Landlord shall approve in its sole discretion. Tenant shall have the right to contest the correctness or validity of any such lien if, immediately on demand by Landlord, it procures and records a lien release bond issued by a responsible corporate surety in an amount sufficient to satisfy statutory requirements of the State of Washington. Tenant shall promptly pay or cause to be paid all sums awarded to the claimant on its suit, and, in any event, before any execution is issued with respect to any judgment obtained by the claimant in its suit or before such judgment becomes a lien on the Premises, whichever is earlier. If Tenant shall be in default under this Section, by failing to provide security for or satisfaction of any mechanic's or other liens, then Landlord may in its sole discretion (but shall not be obligated to), in addition to any other rights or remedies it may have, discharge said lien by (i) paying the claimant an amount sufficient to settle and discharge the claim, (ii) procuring and recording a lien release bond, or (iii) taking such other action as Landlord shall deem necessary or advisable, and, in any such event, Tenant shall pay as Additional Rent, on Landlord's demand, all reasonable costs (including reasonable attorneys' fees) incurred by Landlord in settling and discharging such lien together with any interest in accordance with Section 39 captioned "Interest on Unpaid Renf from the date of Landlord's payment of said costs. Landlord's payment of such costs shall not waive any default of Tenant under this Section or any rights, remedies and/or claims available to Landlord. 16. Utilities and Services. (a) Utilities and Services Furnished by Landlord. Landlord shall furnish the Premises with: (i) Electricity for lighting and power suitable for the use of the Premises for ordinary general office purposes; provided, however, that Tenant shall not at any time have a connected electrical load for lighting purposes in excess of the wattage per square foot of the Premises required for building standard amounts of lighting, or a connected load for all other power requirements in excess of four (4) watts per square foot of the Premises as determined by Landlord, and the electricity so provided for lighting and power shall not exceed such limits, subject to any lower limits set by any governmental authority with respect thereto; (ii) Subject to the reasonable limitations of the existing building systems, heating, ventilating and air-conditioning, if the Building has an air-conditioning system, to maintain a temperature range in the Premises which is customary for similar office space in the Seattle, Washington area (but in compliance with any applicable governmental regulations). Tenant agrees to keep closed, when necessary, blinds, draperies and windows which must be closed to provide for the efficient operation of the heating and air- conditioning systems, if any, and Tenant agrees to cooperate with Landlord and to abide by the regulations and requirements which Landlord may prescribe for the proper functioning and protection of the heating, ventilating and air-conditioning system, if any. If Tenant requires heating, ventilating and air conditioning to the Premises other than during Tenant's normal business hours from 6:00 A.M. to 7:00 P.M. Monday through Friday, 9:00 A.M. to 6 P.M on Saturdays, and 9 A.M. to 2 P.M. Sundays, except those legal holidays generally observed in the State of Washington, Landlord shall, upon Tenant's request made not less than 24 hours before the time Tenant requires the after hour service/and not later than Noon on the Friday before any Saturday or Sunday on which Tenant requires such service, and not later than Noon of the day before any holiday on which Tenant requires such service (except as otherwise provided in the Rules and Regulations), furnish such heating, ventilating and air conditioning. If Tenant receives such services, then Tenant shall pay, upon demand, an amount equal to Tenant's proportionate share of the actual direct cost to Landlord in providing the heating, ventilating and air conditioning outside of normal business hours which Landlord and Tenant agree will be $35.00 per hour at this time; (iii) Water for restroom and drinking purposes and access to restroom facilities; 7 7e. - Community Services Department recommends approval of a five-year lease Page 69 of 170 (iv) Elevator service for general office pedestrian usage if the Building is serviced by elevators; (v) Relamping of building-standard light fixtures; (vi) Washing of interior and exterior surfaces of exterior windows with reasonable frequency; and (vii) Janitorial service five (5) times a week, except for holidays. (b) Payment for Excess Utilities and Services. All services and utilities for the Premises not required to be furnished by Landlord pursuant to Section 16(a) shall be paid for by Tenant. If Tenant requires, on a regular basis, water, heat, air conditioning, electric current, elevator or janitorial service in excess of that provided for in Section 16(a), then Tenant shall first obtain the consent of Landlord which consent may be withheld in Landlord's sole discretion. If Landlord consents to such excess use, Landlord may install and/or utilize any device or technology, including but not limited to an electric current or water meter to measure the excess electric current or water consumed by Tenant or may cause the excess usage to be measured by other reasonable methods (e.g. by temporary "check" meters or by survey). Tenant shall pay to Landlord upon demand (i) the cost of any and all water, heat, air conditioning, electric current, janitorial, elevator or other services or utilities required to be furnished to Tenant in excess of the services and utilities required to be furnished by Landlord as provided in Section 16(a); (ii) the cost of installation, maintenance and repair of any meter installed in the Premises; (iii) the cost of all electricity and water consumed by Tenant in connection with any dedicated heating, ventilating and/or air conditioning, computer power and/or air conditioning, telecommunications or other special systems of Tenant, including any power usage other than through existing standard 110-volt AC outlets; and (iv) any reasonable cost incurred by Landlord in keeping account of or determining such excess utilities or services furnished to Tenant. Landlord's failure to bill Tenant for any such excess utilities or services shall not waive Landlord's right to bill Tenant for the excess at a later time. (c) Temperature Balance. Landlord makes no representation to Tenant regarding the adequacy or fitness of the heating, ventilating and air-conditioning systems in the Building to maintain temperatures that may be required for, or because of, any of Tenant's equipment other than normal office equipment, such as personal computers, laser printers, copiers, dictating machines and other small equipment normally used in business offices, and Landlord shall have no liability for any inconvenience, loss or damage suffered by Tenant or others related in any manner to temperature or comfort. If the temperature otherwise maintained in any portion of the Premises by the heating, air conditioning or ventilation system is affected as a result of (i) any lights, machines or equipment (including without limitation electronic data processing machines) used by Tenant in the Premises or the use of more than one personal computer for each person, (ii) the occupancy of the Premises by more than one person for each twenty (20) square feet of rentable area therein, (iii) an electrical load for lighting or power in excess of the limits per square foot of rentable area of the Premises specified in Section 16(a), or (iv) any rearrangement of partitioning or other improvements, Landlord may install and utilize any equipment, or modify any existing equipment (including the standard air conditioning equipment) Landlord deems necessary to restore the temperature balance. The cost of any such equipment, including without limitation, the cost of design and installation thereof, and the cost of operating, metering, maintaining or repairing the same, shall be paid by Tenant to Landlord upon demand. Tenant shall not install or operate window-mounted heating or air-conditioning units. (d) Special Electrical or Water Connections; Electricity Use. Tenant will not, without the prior written consent of Landlord, which Landlord in its sole discretion may refuse, connect or use any apparatus or device in the Premises (i) using current in excess of 110 volts or (ii) which will cause the amount of electricity, water, heating, air conditioning or ventilation furnished to the Premises to exceed the amount required for use of the Premises for ordinary general office purposes, as determined by Landlord, during normal business hours or (iii) which would cause Tenant's connected load to exceed any limits established in Section 16(a). Tenant shall not connect with electric current except through existing outlets in the Premises and shall not connect with water pipes except through existing plumbing fixtures in the Premises. In no event shall Tenant's use of electricity exceed the capacity of existing feeders to the Building or the risers or wiring installation, and Landlord may prohibit the use of any electrical equipment which in Landlord's opinion will overload such wiring or interfere with the use thereof by other tenants in the Building. If Landlord consents to the use of equipment requiring such changes, Tenant shall pay the entire cost of installing any additional risers, panels or other facilities that may be necessary to furnish energy to the Premises. Landlord will not permit additional coring of the floor of the Premises in order to install new electric outlets in the Premises unless Tenant furnishes Landlord with X-ray scans of the floor area where the Tenant wishes to place additional electrical outlets and Landlord, in its sole discretion, is satisfied, on the basis of such X-ray scans and other information obtained by Landlord, that coring of the floor in order to install such additional outlets will not.weaken the structure of the floor or the Building. (e) Landlord's Duties. The Parties agree that Landlord shall not be in default under this Lease or liable for any damages resulting from, or incidental to, any of the following, nor shall any of the following be an actual or constructive eviction of Tenant, nor shall the Rent be abated, offset or withheld by reason of: (i) failure to furnish or delay in furnishing any of the services described in this Agreement when such failure or delay is caused by accident or any condition beyond the reasonable control of Landlord, including the making of necessary repairs or improvements to the Premises or to the Building, (ii) any electrical surges or spikes, or (iii) failure to make any repair or to perform any maintenance, unless 8 7e. - Community Services Department recommends approval of a five-year lease Page 70 of 170 such failure shall persist for an unreasonable time after notice of the need for such repair or maintenance is given to Landlord by Tenant. Landlord shall use reasonable efforts to remedy any interruption in the furnishing of such services. Notwithstanding the foregoing, if, due to any act or omission by Landlord, its agents, employees or contractors, any utility or other service to the Premises is interrupted for forty-eight (48) consecutive hours or more and, as a result thereof, Tenant is unable to continue its normal business operations in the Premises, all rent and other charges payable hereunder shall be proportionally reduced for the period during which such interruption exists taking into account all of the relevant facts and circumstances. In addition, if the interruption shall continue for sixty (60) consecutive calendar days or more, Tenant shall have the right to terminate this Lease upon written notice to Landlord. In the event of any such interruption of any utility or other service to the Premises, Landlord shall use reasonable diligence to restore such service as soon as practicable. (f) Governmental Regulations. Any other provisions of this Section notwithstanding, if any governmental authority or utility supplier imposes any laws, controls, conditions, or other restrictions upon Landlord, Tenant, or the Building, relating to the use or conservation of energy or utilities, mandated changes in temperatures to be maintained in the Premises or the Building or the reduction of automobile or other emissions (collectively, the "Controls"), or in the event Landlord is required or elects to make alterations to the Building in order to comply with the Controls, Landlord may, in its sole discretion, comply and may require Tenant to comply with the Controls or make such alterations to the Building in order to comply with the Controls. Such compliance and the making of such alterations shall not constitute an actual or constructive eviction of Tenant, impose on Landlord any liability whatsoever, or entitle Tenant to any abatement of Rent. 17. Indemnity. (a) Generally. Tenant shall defend, indemnify, and hold harmless Landlord, its elected officials, agents, officers, officials, employees and volunteers from and against any and all claims, suits, actions, or liabilities for injury or death of any person, or loss of damage to property, which arises out of Tenant's use of the Premises or Common Areas, the supervision or lack of supervision of the Tenant's guests or invitees, or from the conduct of Tenants business, or from any activity, work or thing done, permitted, or suffered by Tenant in or about the Premises, Common Areas or Building, except only such injury or damage as shall have been solely caused by the negligence of Landlord. Landlord shall defend, indemnify, and hold harmless Tenant, its officers, officials, agents and employees from and against any and all claims, suits, actions, or liabilities for injury or death of any person, or loss of damage to property, which arises out of any damage to any persons or property occurring in, on or about the Premises, Common Areas or the Property resulting from the acts or omissions of Landlord or its authorized representatives within the scope of their official duties or responsibilities, excluding any injury, death, loss or damage which arises as a result , of Tenant's negligence or Tenant's guests or invitee's negligence. A party's obligation under this Section to indemnify and hold the other party harmless shall not be limited to the sum that exceeds the amount of insurance proceeds, if any, received by the party being indemnified. (b) Provisions Specifically Negotiated. LANDLORD AND TENANT ACKNOWLEDGE BY THEIR EXECUTION OF THIS LEASE THAT EACH OF THE INDEMNIFICATION PROVISIONS OF THIS LEASE (SPECIFICALLY INCLUDING BUT NOT LIMITED TO THOSE RELATING TO WORKER'S COMPENSATION BENEFITS AND LAWS) WERE SPECIFICALLY NEGOTIATED AND AGREED TO BY LANDLORD AND TENANT. 18. Exemption of Landlord from Liability. Landlord and Landlord's Agent shall not be liable for injury to Tenant's business or loss of income therefrom or for damage which may be sustained by the person, goods, wares, merchandise or property of Tenant, its authorized representatives, or any other person in or about the Premises, caused by or resulting from fire, steam, electricity, gas, water or rain, which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, whether the said damage or injury resulting from conditions arising upon the Premises or upon other portions of the Building or the Property unless such injury or damage is caused by the gross negligence or willful misconduct of Landlord or its authorized representatives. 19. Commercial General Liability and Property Damage Insurance. Tenant, at its cost, shall procure and maintain commercial general liability insurance (including contractual liability and products and completed operations liability) with liability limits of not less than $2,000,000 for each occurrence, and $3,000,000 annual aggregate or $5,000,000 annual aggregate if the Premises contains 5,000 rentable square feet of space or more, insuring against all liability of Tenant and its authorized representatives arising out of or in connection with Tenant's use and occupancy of the Premises and property damage insurance with liability limits of not less than $1,000,000. Such limits may be achieved through the use of umbrella liability insurance otherwise meeting the requirements of Section 22. All such commercial general liability and property damage insurance shall insure performance by Tenant of the indemnity provisions of Section 17 captioned "Indemnity" Landlord and Landlord's Agent shall be named as an Additional Insured on such insurance policy, on a primary and noncontributory basis. 20. Tenant's Fire Insurance. Tenant, at its cost, shall maintain on all of Tenant's Alterations, Trade Fixtures and Personal Property in, on or about the Premises, a policy of standard All Risk fire insurance, in an amount equal to at least their full replacement cost. The proceeds of any such policy shall be used 9 7e. - Community Services Department recommends approval of a five-year lease Page 71 of 170 by Tenant for the restoration of Tenant's Alterations and Trade Fixtures and the replacement of its Personal Property. Any portion of such proceeds not used for such restoration shall belong to Tenant. 21. Waiver of Claims; Waiver of Subrogation Landlord and Tenant release each other, and their respective authorized representatives, from, and waive their entire claim of recovery for, any claims for damage to the Premises and the Building and to Tenant's alterations, trade fixtures and personal property that are caused by or result from fire, lightning or any other perils normally included in an "all risk" property insurance policy whether or not such loss or damage is due to the negligence of Landlord, or its authorized representatives, or of Tenant, or its authorized representatives. Landlord and Tenant shall cause each insurance policy obtained by it to provide that the insurance company waives all right of recovery by way of subrogation against either party in connection with any damage covered by such insurance policy. 22. Other Insurance Matters. All insurance required to be carried by Tenant under this Lease shall: (i) be issued by insurance companies authorized to do business in the State of Washington with a rating of A/VI or better as rated in the most recent edition of Best's Insurance Reports; (ii) be issued as a primary policy, and (iii) contain an endorsement requiring thirty (30) calendar days' prior written notice from the insurance company to both parties, to Landlord's Agent, Landlord's Risk Manager, and, if requested by Landlord, to Landlord's lender, before cancellation or change in the coverage, scope, or amount of any policy. Each policy or a certificate of the policy, together with evidence of payment of premiums, shall be deposited with Landlord on or before the Commencement Date, and on renewal of the policy not less than ten (10) calendar days before expiration of the term of the policy. 23. Destruction. (a) Insured Damage. If during the Term the Premises or the Building are partially or totally destroyed by any casualty that is covered by any insurance carried by Landlord covering the Building, rendering the Premises partially or totally inaccessible or unusable, Landlord shall restore the Premises or the Building to substantially the same condition as they were in immediately before such destruction, if (i) the insurance proceeds available to Landlord equal or exceed the cost of such restoration, (ii) in the opinion of a registered architect or engineer appointed by Landlord such restoration can be completed within one hundred eighty (180) calendar days after the date on which Landlord obtains all permits necessary for such restoration, and (iii) such restoration is permitted under then-existing laws to be done in such a manner as to return the Premises, or the Building, as the case may be, to substantially the same condition as they were in immediately before such destruction. To the extent that the insurance proceeds must be paid to a mortgagee under, or must be applied to reduce any debt secured by, a mortgage covering the Property, the insurance proceeds shall be deemed not to be available to Landlord unless such mortgagee permits Landlord to use the insurance proceeds for such restoration. Such destruction shall not terminate this Lease. (b) Major or Uninsured Damage. If during the Term the Premises or the Building are partially or totally destroyed by any casualty and Landlord is not obligated under Section 23(a) captioned "Insured Damage" to restore the Premises or the Building, as the case may be, then Landlord may, at its sole election, either (i) restore the Premises or the Building to substantially the same condition as they were in immediately before such destruction, or (ii) terminate this Lease effective as of the date of such destruction. If Landlord does not give Tenant notice within sixty (60) calendar days after the date of such destruction of its election to restore the Premises or the Building, as the case may be, Landlord shall be deemed to have elected to terminate this Lease. If Landlord elects to restore the Premises or the Building, as the case may be, Landlord shall use commercially reasonable efforts to complete such restoration within one hundred eighty (180) calendar days after the date on which Landlord obtains all permits necessary for such restoration, provided, however, that such one hundred eighty (180) calendar day period shall be extended by a period equal to any delays caused by Force Majeure, and such destruction shall not terminate this Lease. If Landlord does not complete such restoration within one (1) year following the date of such destruction, then Tenant may elect to terminate this Lease by giving notice to such effect to Landlord within ten (10) calendar days following the end of such one (1) year period. (c) Damage to the Building. If during the Term the Building is partially destroyed by any casualty and if in the opinion of Landlord the Building should be restored in such a way as to materially alter the Premises, then Landlord may, at Landlord's election, terminate this Lease by giving notice to Tenant of Landlord's election to do so within sixty (60) calendar days after the date of such destruction. (d) Extent of Landlord's Obligation to Restore. If Landlord is required or elects to restore the Premises as provided in this Section, Landlord shall not be required to restore alterations made by Tenant, Tenant's trade fixtures and Tenant's personal property, such excluded items being the sole responsibility of Tenant to restore with no liability or responsibility on the part of Landlord. (e) Abatement or Reduction of Rent. In case of damage to, or destruction of, the Premises or the Building, Rent shall be abated or reduced, between the date of destruction and the date of completion of restoration, by an amount that is in the same ratio to the Rent as the total number of square feet of the Premises that are so damaged or destroyed bears to the total number of square feet in the Premises. 24. Condemnation. If during the Term there is any taking of part or all of the Premises or the Building by condemnation, then the rights and obligations of the parties shall be as follows: (a) Minor Taking. If there is a taking of less than ten percent (10%) of the Premises, this Lease shall remain in full force and effect. 10 7e. - Community Services Department recommends approval of a five-year lease Page 72 of 170 (b) Major Taking. If there is a taking of ten percent (10%) or more of the Premises and if the remaining portion of the Premises is of such size or configuration that Tenant in Tenant's reasonable judgment is unable to conduct its business in the Premises, then the Term shall terminate as of the date of taking. (c) Taking of Part of the Building. If there is a taking of a part of the Building other than the Premises and if in the opinion of Landlord the Building should be restored in such a way as to materially alter the Premises, then Landlord may terminate the Term by giving notice to such effect to Tenant within sixty (60) calendar days after the date of vesting of title in the condemnor and the Term shall terminate as of the date specified in such notice, which date shall not be less than sixty (60) calendar days after the giving of such notice. (d) Award. The entire award for the Premises, the Building and the Property, shall belong to and be paid to Landlord, Tenant hereby assigning to Landlord Tenants interest therein, if any, provided, however, that Tenant shall have the right to claim and recover from the condemnor compensation for the loss of any alterations made by Tenant, Tenants trade fixtures, Tenant's personal property, moving expenses and business interruption. (e) Abatement of Rent. If any part of the Premises is taken by condemnation and this Lease remains in full force and effect, on the date of taking Rent shall be reduced by an amount that is in the same ratio to the Rent as the total number of square feet in the Premises taken bears to the total number of square feet in the Premises immediately before the date of taking. 25. Assignment and Subletting. (a) Landlord's Consent; Definitions. Tenant acknowledges that the Building is a multi- tenant office building, occupied by tenants specifically selected by Landlord, and that Landlord has a legitimate interest in the type and quality of such tenants, the location of tenants in the Building and in controlling the leasing of space in the Building so that Landlord can better meet the particular needs of its tenants and protect and enhance the relative image, position and value of the Building in the office building market. Tenant further acknowledges that the rental value of the Premises may fluctuate during the Term in accordance with market conditions, and, as a result, the Rent paid by Tenant under the Lease at any particular time may be higher or lower than the then market rental value of the Premises. Landlord and Tenant agree, and the provisions of this Section are intended to so provide, that, if Tenant voluntarily assigns its interest in this Lease or in the Premises or subleases any part or all of the Premises, a portion of the profits from any increase in the market rental value of the Premises shall belong to Landlord. Tenant acknowledges that, if Tenant voluntarily assigns this Lease or subleases any part or all of the Premises, Tenants investment in the subject portion of the Premises (specifically including, but not limited to, tenant improvements, good will or other assets) may be lost or reduced as a result of such action. (b) Consent Required. Tenant shall not assign or encumber its interest in this Lease or in the Premises, or sublease any part or all of the Premises, without Landlord's prior written consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's sole election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the effect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office), or (iv) would put the Landlord, a municipal corporation, in a negative public light or harm or diminish Landlord's reputation. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. In addition to Landlord's other rights under this Section, Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall 11 7e. - Community Services Department recommends approval of a five-year lease Page 73 of 170 not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred. (c) Conditions to Assignment or Sublease. Tenant agrees that any instrument by which Tenant assigns or sublets all or any portion of the Premises shall expressly provide that the assignee or subtenant may not further assign or sublet the assigned or sublet space without Landlord's prior written consent (which consent shall not, subject to Landlord's rights under this Section, be unreasonably withheld or delayed), and that the assignee or subtenant will comply with all of the provisions of this Lease and that Landlord may enforce the Lease provisions directly against such assignee or subtenant in addition to the Tenant. If this Lease is assigned, whether or not in violation of the terms and provisions of this Lease, Landlord may collect Rent from the assignee. If the Premises, or any part thereof, is sublet, Landlord may, upon a default under this Lease, collect rent from the subtenant. In either event, Landlord may apply the amount collected from the assignee or subtenant to Tenant's obligation to pay Rent under this Lease. (d) Events Constituting an Assignment or Sublease. For purposes of this Section, the following events shall be deemed an assignment or sublease, as appropriate: (i) the issuance of equity interests (whether stock, partnership interests or otherwise) in Tenant, or any assignee or subtenant, if applicable, or any entity controlling any of them, to any person or group of related persons, in a single transaction or a series of related or unrelated transactions, such that, following such issuance, such person or group shall have Control (as defined below) of Tenant, or any assignee or subtenant, if applicable; or (ii) a transfer of Control of Tenant, or any assignee or subtenant, if applicable, or any entity controlling any of them, in a single transaction or a series of related or unrelated transactions (including, without limitation, by consolidation, merger, acquisition or reorganization), except that the transfer of outstanding capital stock or other listed equity interests by persons or parties other than "insiders" within the meaning of the Securities Exchange Act of 1934, as amended, through the "over-the-counter" market or any recognized national or international securities exchange, shall not be included in determining whether Control has been transferred. "Control" shall mean direct or indirect ownership of fifty percent (50%) or more of all the legal and equitable interest in any business entity. (e) Processing Expenses. Tenant shall pay to Landlord the amount of Landlord's cost of processing each proposed assignment or subletting, including without limitation, reasonable attorneys' and other professional fees, and the cost of Landlord's administrative, legal, accounting and clerical time (collectively, "Processing Costs"), and the amount of all reasonable direct and indirect expense incurred by Landlord arising from the assignee or sublessee taking occupancy of the subject space, including without limitation, reasonable costs of freight elevator operation for moving of furnishings and trade fixtures, security service, janitorial and cleaning service, rubbish removal service, costs of changing signage, and costs of changing locks and making new keys (collectively, "Occupancy Costs"). Notwithstanding anything to the contrary herein, Landlord shall not be required to process any request for Landlord's consent to an assignment or subletting until Tenant has paid to Landlord Three Hundred Dollars ($300.00), or Landlord's estimate of the Processing Costs and the Occupancy Costs, whichever is greater. (f) Consideration to Landlord. In the event of any assignment or sublease, whether or not requiring Landlord's consent, Landlord shall be entitled to receive, as Additional Rent, one-half (1/2) of any consideration, including without limitation, payment for leasehold improvements paid for by Landlord, paid by the assignee or subtenant for the assignment or sublease and, in the case of sublease, the excess of the amount of rent paid for the sublet space by the subtenant over the total amount of Minimum Monthly Rent under Section 5 and Additional Rent under Sections 7 and 9. Upon Landlord's request, Tenant shall assign to Landlord all amounts to be paid to Tenant by the assignee or subtenant and shall direct such assignee or subtenant to pay the same directly to Landlord. If there is more than one sublease under this Lease, the amounts (if any) to be paid by Tenant to Landlord pursuant to the preceding sentence shall be separately calculated for each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration due under any other sublease. (g) Procedures. If Tenant desires to assign this Lease or any interest therein or sublet all or part of the Premises, Tenant shall give Landlord prior written notice designating the space proposed to be sublet and the terms proposed. If the proposed sublease covers the entire Premises and if the term of the proposed sublease (including any renewal terms) will expire during the final six (6) months of the Term (or if Tenant has exercised a renewal option, if any, then during the final six (6) months of the subject renewal period), then Landlord shall have the prior right and option (to be exercised by written notice to Tenant given within fifteen (15) days after receipt of Tenant's notice) (i) to terminate this Lease, or (ii) to approve Tenant's proposal to sublet conditional upon Landlord's subsequent written approval of the specific sublease obtained by Tenant and the specific subtenant named therein. If Landlord exercises its option described in (ii) above, Tenant shall submit to Landlord for Landlord's written approval Tenant's proposed sublease agreement (in which the proposed subtenant shall be named) together with a current reviewed or audited financial statement prepared by a certified public accountant for such proposed subtenant and a credit report on such proposed subtenant prepared by a recognized credit reporting agency. If Landlord fails to exercise its option to terminate this Lease, this shall not be construed as or constitute Landlord's a waiver of any of the provisions of this Section. If Landlord exercises its option to terminate this Lease, Landlord shall not have any liability for any real estate brokerage commission(s) or with respect to any of the costs, damages and/or expenses that Tenant may have incurred in connection with its proposed subletting, and Tenant agrees to hold Landlord harmless from and against any and all claims (including, without limitation, claims for commissions) arising from such proposed subletting. Landlord's foregoing rights and options shall continue throughout the Term. For purposes of this Section, a proposed assignment of this Lease in whole or in part shall be deemed a proposed subletting of such space. 12 7e. - Community Services Department recommends approval of a five-year lease Page 74 of 170 (h) Documentation. No permitted subletting by Tenant shall be effective until there has been delivered to Landlord a counterpart of the sublease in which the subtenant agrees to be and remain jointly and severally liable with Tenant for the payment of Rent pertaining to the sublet space and for the performance of all of the terms and provisions of this Lease; provided, however, that the subtenant shall be liable to Landlord for Rent only in the amount set forth in the sublease. No permitted assignment shall be effective unless and until there has been delivered to Landlord a counterpart of the assignment in which the assignee assumes all of Tenant's obligations under this Lease arising on or after the date of the assignment. The failure or refusal of a subtenant or assignee to execute any such instrument shall not release or discharge the subtenant or assignee from its liability as set forth above. (i) No Merger. Without limiting any of the provisions of this Section, if Tenant has entered into any subleases of any portion of the Premises, the voluntary or other surrender of this Lease by Tenant, or a mutual cancellation by Landlord and Tenant, shall not work a merger, and shall, at the sole option of Landlord, terminate all or any existing subleases or subtenancies or, at the option of Landlord, operate as an assignment to Landlord of any or all such subleases or subtenancies. 26. Default. The occurrence of any of the following shall constitute a default by Tenant under this Lease: (a) Failure to Pay Rent. Failure to pay Rent when due, if the failure continues for a period of five (5) calendar days after notice of such default has been given by Landlord to Tenant. (b) Failure to Comply with Rules and Regulations. Failure to comply with the Rules and Regulations, if the failure continues for a period of twenty-four (24) hours after written or electronic notice of such default is given by Landlord to Tenant. If the failure to comply cannot reasonably be cured within twenty-four (24) hours, then Tenant shall not be in default under this Lease if Tenant commences to cure the failure to comply within twenty-four (24) hours and diligently and in good faith continues to cure the failure to comply. (c) Other Defaults. Failure to perform any other provision of this Lease, if the failure to perform is not cured within thirty (30) calendar days after notice of such default has been given by Landlord to Tenant. If the default cannot reasonably be cured within thirty (30) calendar days, then Tenant shall not be in default under this Lease if Tenant commences to cure the default within thirty (30) calendar days and diligently and in good faith continues to cure the default. (d) Appointment of Trustee or Receiver. The appointment of a trustee or receiver to take possession of substantially all of the Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within sixty (60) calendar days; or the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not discharged within sixty (60) calendar days. 27. Remedies. If Tenant commits a default, Landlord shall have the following alternative remedies, which are in addition to any remedies now or later allowed by law: (a) Maintain Lease in Force. Maintain this Lease in full force and effect and recover the Rent and other monetary charges as they become due, without terminating Tenant's right to possession, irrespective of whether Tenant shall have abandoned the Premises. If Landlord elects to not terminate the Lease, Landlord shall have the right to attempt to re-let the Premises at such rent and upon such conditions and for such a term, and to do all acts necessary to maintain or preserve the Premises as Landlord deems reasonable and necessary without being deemed to have elected to terminate the Lease including removal of all persons and property from the Premises; such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant. In the event any such re-letting occurs, this Lease shall terminate automatically upon the new Tenant taking possession of the Premises. Notwithstanding that Landlord fails to elect to terminate the Lease initially, Landlord at any time during the Term of this Lease may elect to terminate this Lease by virtue of such previous default of Tenant. (b) Terminate Lease. Landlord may terminate Tenant's right to possession by any lawful means, in which case this Lease shall terminate and Tenant shall immediately surrender possession of the Premises to Landlord. In such event Landlord shall be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant's default including without limitation thereto, the following: (i) The worth at the time of award of any unpaid Rent which had been earned at the time of such termination; plus (ii) the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus (iii) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such rental loss that is proved could be reasonably avoided; plus (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including without limitation, any costs or expenses incurred by Landlord in (A) retaking possession of the* Premises, including reasonable attorneys' fees, costs and expenses therefor, (B) maintaining or preserving the Premises after such default, (C) preparing the Premises for reletting to a new tenant, including repairs or necessary alterations to the Premises for such reletting, (D) any storage and/or moving fees or expenses, (E) leasing commissions incident to reletting to a new tenant, and (F) any other costs necessary or appropriate to relet the Premises; plus (v) at Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable state law. The 13 7e. - Community Services Department recommends approval of a five-year lease Page 75 of 170 amounts described in clauses (C) and (D) shall be amortized over the term of the new tenant's lease, and Tenant shall only be liable to Landlord for the portion of such amounts attributable to the period prior to the Expiration Date of this Lease set forth in Section 1. Upon any such re-entry Landlord shall have the right to make any reasonable repairs, alterations or modifications to the Premises, which Landlord in its sole discretion deems reasonable and necessary. As used in Subsection 27(b)(i) the "worth at the time of award" is computed by allowing interest at the rate of fifteen percent (15%) per year from the date of default. As used in Subsections 27(b)(ii) and 27(b)(iii) the "worth at the time of award" is computed by discounting such amounts at the discount rate of eight percent (8%) per year. 28. Bankruptcy. v (a) Assumption of Lease. If Tenant becomes a Debtor under Chapter 7 of the Bankruptcy Code ("Code") or a petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters 11 or 13 of the Code, or a proceeding is filed under Chapter 7 of the Code and is transferred to Chapters 11 or 13 of the Code, the Trustee or Tenant, as Debtor and as Debtor-ln-Possession, may not elect to assume this Lease unless, at the time of such assumption, the Trustee or Tenant has: (i) Cured all defaults under the Lease and paid all sums due and owing under the Lease or provided Landlord with "Adequate Assurance" (as defined below) that: (i) within ten (10) calendar days from the date of such assumption, the Trustee or Tenant will completely pay all sums due and owing under this Lease and compensate Landlord for any actual pecuniary loss resulting from any existing default or breach of this Lease, including without limitation, Landlord's reasonable costs, expenses, accrued interest, and attorneys' fees expenses incurred as a result of the default or breach; (ii) within twenty (20) calendar days from the date of such assumption, the Trustee or Tenant will cure all non- monetary defaults and breaches under this Lease, or, if the nature of such non-monetary defaults is such that more than twenty (20) calendar days are reasonably required for such cure, that the Trustee or Tenant will commence to cure such non-monetary defaults within twenty (20) calendar days and thereafter diligently prosecute such cure to completion; and (iii) the assumption will be subject to all of the provisions of this Lease. (ii) For purposes of this Section, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding involving Tenant, at a minimum, "Adequate Assurance" shall mean: (i) the Trustee or Tenant has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill the obligations of Tenant under this Lease; (ii) the Bankruptcy Court shall have entered an Order segregating sufficient cash payable to Landlord and/or the Trustee or Tenant shall have granted a valid and perfected first lien and security interest and/or mortgage in or on property of Trustee or Tenant acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Tenant to cure the monetary and/or non-monetary defaults and breaches under this Lease within the time periods set forth above; and (iii) the Trustee or Tenant, at the very minimum, shall deposit a sum equal to two (2) months Minimum Monthly Rent to be held by Landlord (without any allowance for interest thereon) to secure Tenant's future performance under the Lease. (b) Assignment of Lease. If the Trustee or Tenant has assumed the Lease pursuant to the provisions of this Section for the purpose of assigning Tenant's interest hereunder to any other person or entity, such interest may be assigned only after the Trustee, Tenant or the proposed assignee have complied with all of the terms, covenants and conditions of this Lease, including, without limitation, those with respect to Additional Rent. Landlord and Tenant acknowledge that such terms, covenants and conditions are commercially reasonable in the context of a bankruptcy proceeding of Tenant. Any person or entity to which this Lease is assigned pursuant to the provisions of the Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of such assignment. Any such assignee shall upon request execute and deliver to Landlord an instrument confirming such assignment. (c) Adequate Protection. Upon the filing of a petition by or against Tenant under the Code, Tenant, as Debtor and as Debtor-ln-Possession, and any Trustee who may be appointed agree to adequately protect Landlord as follows: (i) to perform each and every obligation of Tenant under this Lease until such time as this Lease is either rejected or assumed by Order of the Bankruptcy Court; (ii) to pay all monetary obligations required under this Lease, including without limitation, the payment of Minimum Monthly Rent, Tenant's Share of Real Property Taxes, Tenant's Share of Operating Costs and any other sums payable by Tenant to Landlord under this Lease which is considered reasonable compensation for the use and occupancy of the Premises; (iii) provide Landlord a minimum of thirty (30) calendar days prior written notice, unless a shorter period is agreed to in writing by the parties, of any proceeding relating to any assumption of this Lease or any intent to abandon the Premises, which abandonment shall be deemed a rejection of this Lease; and (iv) to perform to the benefit of Landlord as otherwise required under the Code. The failure of Tenant to comply with the above shall result in an automatic rejection of this Lease. 29. Limitation of Actions. Any claim, demand, right or defense of any kind by Tenant which is based upon or arises in connection with this Lease or the negotiations prior to its execution, shall be barred unless Tenant commences an action thereon, or interposes in a legal proceeding a defense by reason thereof, within one (1) year after the date Tenant actually becomes aware of the act or omission on which such claim, demand, right or defense is based. 30. Landlord Default. Landlord shall be in default hereunder if in the performance of any materially substantial covenant or condition which Landlord is required to observe and to perform, and such default shall continue for thirty (30) calendar days, except in case of emergency (in which event Tenant may act 14 7e. - Community Services Department recommends approval of a five-year lease Page 76 of 170 immediately to cure such Landlord default), or, if the default cannot reasonably be cured within such thirty (30) calendar day period if Landlord shall fail to commence such cure within such thirty (30) calendar day period and/or thereafter fail to proceed diligently through completion. Upon a default by Landlord under this Lease, Tenant shall have the right, at its option, to exercise such remedies as may be provided in this Lease or by law or equity and in the event Tenant expends any funds in curing any such Landlord default, Tenant may offset such funds, together with interest at the Default Rate, against any sums due and owing to Landlord thereafter hereunder including, without limitation, against the next installments) of Minimum Rent and additional rent then coming due. 31. Limitation on Landlord's Liability. Anything in this Lease to the contrary notwithstanding, covenants, undertakings and agreements herein made on the part of Landlord are made and intended not as personal covenants, undertakings and agreements or for the purpose of binding Landlord personally or the assets of Landlord except Landlord's interest in the Property, but are made and intended for the purpose of binding only the Landlord's interest in the Property. No personal liability or personal responsibility is assumed by, nor shall at any time be asserted or enforceable against Landlord or its partners and their respective heirs, legal representatives, successors and assigns on account of this Lease or on account of any covenant, undertaking or agreement of Landlord contained in this Lease. 32. Signs. Tenant shall not place, construct or maintain any sign, advertisement, awning, banner or other exterior decoration without Landlord's prior written consent. Any sign that Tenant has Landlord's prior written consent to place, construct and maintain shall comply with all- Laws, and Tenant shall obtain any approval required by such Laws. Landlord makes no representation with respect to Tenant's ability to obtain such approval. Notwithstanding the foregoing, Landlord and Tenant have agreed to allow Tenant the right to install one (1) Exterior sign on the building, pursuant to the attached Rider. 33. Landlord's Right to Enter the Premises. Landlord and its authorized representatives shall have the right to enter the Premises at reasonable times and upon two (2) days prior written notice (except in an emergency when no such notice shall be required) for any of the following purposes: (i) to determine whether the Premises are in good condition and whether Tenant is complying with its obligations under this Lease, (ii) to do any maintenance; to make any restoration to the Premises or the Building that Landlord has the right or the obligation to perform, and to make any improvements to the Premises or the Building that Landlord deems necessary, (iii) to serve, post or keep posted any notices required or allowed under the provisions of this Lease, (iv) to post any ordinary "For Sale" signs at any time during the Term and to post any ordinary "For Lease" signs during the last ninety (90) calendar days of the Term, (v) to show the Premises to prospective brokers, agents, purchasers, tenants or lenders, at any time during the Term (vi) and/or any lawful purpose. Landlord shall not be liable in any manner for any inconvenience, annoyance, disturbance, loss of business, nuisance, or other damage arising out of Landlord's entry on the Premises as provided in this Section, except damage resulting from the grossly negligent or willful acts of Landlord or its authorized representatives acting within the scope of their duties and responsibilities. Tenant shall not be entitled to an abatement or reduction of Rent if Landlord exercises any right reserved in this Section. Landlord shall conduct its activities on the Premises as allowed in this Section in a reasonable manner so as to cause minimal inconvenience, annoyance or disturbance to Tenant. 34. Subordination. This Lease is and shall be prior to any mortgage recorded after the date of this Lease affecting the Property. If, however, a lender requires that this Lease be subordinate to any mortgage, this Lease shall be subordinate to that mortgage if Landlord first obtains from the lender a written agreement that provides substantially the following: "As long as Tenant performs its obligations under this Lease, no foreclosure of, deed given in lieu of foreclosure of, or sale under the mortgage, and no steps or procedures taken underthe mortgage, shall affect Tenant's rights under this Lease." Tenant shall attorn to any purchaser at any foreclosure sale, or to any grantee or transferee designated in any deed given in lieu of foreclosure. Tenant shall execute the written agreement and any other documents required by the lender to accomplish the purposes of this Section. 35. Right to Estoppel Certificates. Tenant, within ten (10) business days after notice from Landlord, shall execute and deliver to Landlord, in recordable form, a certificate stating that this Lease is unmodified and in full force and effect, or in full force and effect as modified and stating the modifications. The certificate shall also state the amount of Minimum Monthly Rent, the dates to which Rent has been paid in advance, and the amount of any Prepaid Rent or Security Deposit and such other matters as Landlord may reasonably request. Failure to deliver the certificate within such ten (10) business day period shall be conclusive upon Tenant for the benefit of Landlord and any successor to Landlord, that this Lease is in full force and effect and has not been modified except as may be represented by Landlord requesting the certificate. 36. Transfer of Landlord's Interest. If Landlord sells or transfers the Property, Landlord, on consummation of the sale or transfer, shall be released from any liability thereafter accruing under this Lease if Landlord's successor has assumed in writing, for the benefit of Tenant, Landlord's obligations under this Lease. If any Security Deposit or Prepaid Rent has been paid by Tenant, Landlord shall transfer such Security Deposit or Prepaid Rent to Landlord's successor and on such transfer Landlord shall be discharged from any further liability with respect to such Security Deposit or Prepaid Rent. 37. Attorneys' Fees. If either party shall bring any action for relief against the other party, declaratory or otherwise, arising out of this Lease, including any action by Landlord for the recovery of Rent or 15 7e. - Community Services Department recommends approval of a five-year lease Page 77 of 170 possession of the Premises, the losing party shall pay the successful party a reasonable sum for attorneys' fees which shall be deemed to have accrued on the commencement of such action and shall be paid whether or not such action is prosecuted to judgment. 38. Surrender; Holding Over. (a) Surrender. On expiration or ten (10) calendar days after termination of the Term, Tenant shall surrender the Premises and all Tenant's improvements and alterations to Landlord broom clean and in good condition. Tenant shall remove all of its trade fixtures and personal property, which personal property specifically includes all cabling installed in the Premises by Tenant (unless Tenant has received consent from Landlord that such cabling may be surrendered with and remain in the Premises), within the time period stated in this Section. Tenant, at its cost, shall perform all restoration made necessary by, and repair any damage to the Premises caused by, the removal of its trade fixtures, personal property and signs to Landlord's reasonable satisfaction within the time period stated in this Section. Landlord may, at its sole election, retain or dispose of in any manner any of Tenant's trade fixtures or personal property that Tenant does not remove from the Premises on expiration or within ten (10) calendar days after termination of the Term as allowed or required by the provisions of this Lease by giving ten (10) calendar days' notice to Tenant. Title to any such trade fixtures and personal property that Landlord elects to retain or dispose of on expiration of such ten (10) calendar-day period shall vest in Landlord. Tenant expressly waives all claims against Landlord for any damage to Tenant resulting from Landlord's retention or disposition of any such trade fixtures and personal property. Tenant shall be liable to Landlord for Landlord's reasonable costs for storing, removing and disposing of Tenant's trade fixtures and personal property. If Tenant fails to surrender the Premises to Landlord on expiration or ten (10) calendar days after termination of the Term as required by this Section, Tenant shall pay Landlord Rent in an amount equal to 150% of the Minimum Monthly Rent applicable for the month immediately prior to the expiration or termination of the Term, or the amount provided by law, whichever is greater, for the entire time Tenant thus remains in possession and Tenant shall be liable for, shall indemnify Landlord against and shall hold Landlord harmless from all damages resulting from Tenant's failure to timely surrender the Premises, including without limitation, (i) any Rent payable by, or any damages claimed by, any prospective tenant of any part or all of the Premises, and (ii) Landlord's damages including liquidated damages resulting from such prospective tenant rescinding or refusing to enter into the prospective lease of part or all of the Premises by reason of Tenant's failure to timely surrender the Premises. If Tenant, without Landlord's prior consent, remains in possession of the Premises after expiration or termination of the Term, or after the date in any notice given by Landlord to Tenant terminating this Lease, such possession by Tenant shall be deemed to be a tenancy at sufferance terminable at any time by either party. (b) Holding Over with Landlord's Consent. If Tenant, with Landlord's prior written consent, remains in possession of the Premises after expiration or termination of the Term, or after the date in any notice given by Landlord to Tenant terminating this Lease, such possession by Tenant shall be deemed to be a month-to-month tenancy terminable by Landlord by a notice given to Tenant at least twenty (20) calendar days prior to the end of any such monthly period or by Tenant by a written or electronic notice given to Landlord at least thirty (30) calendar days prior to the end of any such monthly period. During such month-to-month tenancy, Tenant shall pay Rent in the amount then agreed to in writing by Landlord and Tenant. All provisions of this Lease, except those pertaining to Term, shall apply to the month-to- month tenancy. 39. Agency Disclosure; Broker. (a) Agency Disclosure. Kidder Mathews represents the Landlord and Tenant in this transaction. (b) Broker. Landlord and Tenant each represent to the other that neither is represented by any broker, agent or finder with respect to this Lease in any manner, except the Broker(s). The commission due to the Broker(s) shall be paid by Landlord pursuant to a separate agreement. Each party agrees to indemnify and hold the other party harmless from and against any and all liability, costs, damages, causes of action or other proceedings instituted by any broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of the indemnifying party in any manner whatsoever in connection with this Lease. If Tenant engages a broker, agent or finder to represent Tenant in connection with any renewal of this Lease, then the commission or any fee of such broker, agent or finder shall be solely paid by Tenant. 40. Interest on Unpaid Rent. In addition to the Late Charge as provided in Section 5(b), Rent not paid when due shall bear interest from the date due until paid at the rate of fifteen percent (15%) per year, or the maximum legal rate of interest, whichever is less (the "Default Rate"). 41. Landlord's Option to Relocate Tenant. Not Applicable. 42. Definitions. As used in this Lease, the following words and phrases, whether or not capitalized, singular or plural unless inappropriate, shall have the following meanings: (a) "Additional Renf means pass-throughs of increases in Operating Costs and Taxes, as defined in this Lease, and other monetary sums to be paid by Tenant to Landlord under the provisions of this Lease. (b) "Alteration" means any addition or change to, or modification of, the Premises made by Tenant, including without limitation, fixtures, but excluding trade fixtures as defined in this Section. 16 7e. - Community Services Department recommends approval of a five-year lease Page 78 of 170 (c) "Authorized representatives" means any officer, agent, employee, independent contractor or invitee of either party. (d) "Award" means all compensation, sums or anything of value awarded, paid or received on a total or partial condemnation. (e) "Common Areas" means all areas outside the Premises and within the Building or on the Land that are provided and designated by Landlord from time to time for the general, non-exclusive use of Landlord, Tenant and other tenants of the Building and their authorized representatives, including without limitation, common entrances; lobbies, corridors, stairways and stairwells, elevators, escalators, public restrooms and other public portions of the Building. Tenant's usage of the Common Areas is limited to the First Floor of 200 Mill Avenue South, and the appropriate common areas on the exterior of the building. (f) "Condemnation" means the exercise of any governmental power, whether by legal proceedings or otherwise, by a condemnor and a voluntary sale or transfer by Landlord to any condemnor, either under threat of condemnation or while legal proceedings for condemnation are pending. (g) "Condemnor" means any public or quasi-public authority or entity having the power of condemnation. (h) "Damage" means any injury, deterioration, or loss to a person, property, the Premises, the Land, or the Building caused by another person's acts or omissions or by Acts of God. Damage includes death. (i) "Damages" means a monetary compensation or indemnity that can be recovered in the courts by any person who has suffered damage to his person, property or rights through another's acts or omissions. G) "Date of taking" means the date the condemnor has the right to possession of the property being condemned. (k) "Encumbrance" means any mortgage, deed of trust or other written security device or agreement affecting the Premises, and the note or other obligation secured by it, which constitutes security for the payment of a debt or performance of an obligation. (I) "Expiration" means the coming to an end of the time specified in the Lease as its duration, including any extension of the Term. (m) "Force Majeure" means strikes, lockouts, labor disputes, shortages of labor or materials, fire or other casualty, Acts of God or any other cause beyond the reasonable control of a party. (n) "Good condition" means the good physical condition of the Premises and each portion of the Premises, including without limitation, all of the Tenant Improvements, Tenant's alterations, Tenant's trade fixtures, Tenant's Personal Property, all as defined in this Section, signs, walls, interior partitions, windows, window coverings, glass, doors, carpeting and resilient flooring, ceiling tiles, plumbing fixtures and lighting fixtures, all of which shall be in conformity with building standard finishes, ordinary-wear and tear, damage by fire or other casualty and taking by condemnation excepted. (o) "Hazardous substances" means any industrial waste, toxic waste, chemical contaminant or other substance considered hazardous, toxic or lethal to persons or property or designated as hazardous, toxic or lethal to persons or property under any laws, including without limitation, asbestos material or materials containing asbestos. (p) "Hold harmless" means to defend and indemnify from all liability, losses, penalties, damages as defined in this Section, costs, expenses (including without limitation, reasonable attorneys' fees), causes of action, claims or judgments arising out of or related to any damage, as defined in this Section, to any person or property. (q) "Laws" means any constitution, statute, ordinance, regulation, rule, resolution, judicial decision, administrative order or other requirement of any federal, state, county, municipal or other governmental agency or authority having jurisdiction over the Parties or the Property, or both, in effect either at the time of execution of this Lease or at any time during the Term, including without limitation, any regulation or order of a quasi-official entity or body (e.g., board of fire examiners or public utilities) and any legally effective conditions, covenants or restrictions affecting the Property. (r) "Lender" means the mortgagee, beneficiary, secured party or other holder of an encumbrance, as defined in this Section. (s) "Lien" means a charge imposed on the Premises by someone other than Landlord, by which the Premises are made security for the performance of an act. (t) "Maintenance" means repairs, replacement, repainting and cleaning. (u) "Mortgage" means any deed of trust, mortgage or other written security device or agreement affecting the Premises, and the note or other obligation secured by it, that constitutes security for the payment of a debt or performance of an obligation. 17 7e. - Community Services Department recommends approval of a five-year lease Page 79 of 170 (v) "Mortgagee" means the beneficiary under a deed of trust or mortgagee under a mortgage. (w) "Mortgagor" means the grantor or trustor under a deed of trust or mortgagor under a mortgage. (x) "Operating Costs" means all costs of any kind incurred by Landlord in operating, cleaning, equipping, protecting, lighting, repairing, replacing, heating, air-conditioning, maintaining and insuring the Property. Operating Costs shall include, without limitation, the following costs: (i) salaries, wages, bonuses and other compensation (including hospitalization, medical, surgical, retirement plan, pension plan, union dues, life insurance, including group life insurance, welfare and other fringe benefits, and vacation, holidays and other paid absence benefits) relating to employees of Landlord or its agents directly engaged in the operation, repair, or maintenance of the Building or Premises or parts thereof; (ii) payroll, social security, workers' compensation, unemployment and similar taxes with respect to such employees of Landlord or its authorized representatives, and the cost of providing disability or other benefits imposed by law or otherwise, with respect to such employees; (iii) uniforms (including the cleaning, replacement and pressing thereof) provided to such employees; (iv) insurance premiums and other charges incurred by Landlord with respect to fire, earthquake, other casualty, all risk, rent loss and liability insurance, any other insurance as is deemed necessary or advisable in the reasonable judgment of Landlord and, after the Base Year, costs of repairing an insured casualty to the extent of the deductible amount under the applicable insurance policy; (v) water charges and sewer rents or fees; (vi) license, permit and inspection fees; (vii) sales, use and excise taxes on goods and services purchased by Landlord in connection with the operation, maintenance or repair of the Property and Building systems and equipment; (viii) telephone, facsimile, messenger, express delivery service, postage, stationery supplies and other expenses incurred in connection with the operation, management, maintenance, or repair of the Property; (ix) property management fees and expenses; (x) repairs to and physical maintenance of the Property, including building systems and appurtenances thereto and normal repair and replacement of worn-out equipment, facilities and installations, but excluding the replacement of major building systems (except to the extent provided in (xvi) and (xvii) below); (xi) janitorial, window cleaning, security, extermination, water treatment, rubbish removal, plumbing and other services and inspection or service contracts for elevator, electrical, HVAC, mechanical and other building equipment and systems or as may otherwise be necessary or proper for the operation or maintenance of the Property; (xii) supplies, tools, materials, and equipment used in connection with the operation, maintenance or repair of the Property; (xiii) accounting, legal and other professional fees and expenses; (xiv) painting the exterior or the public or common areas of the Building and the cost of maintaining the sidewalks, landscaping and other common areas of the Property; (xv) all costs and expenses for electricity, chilled water, air conditioning, water for heating, gas, fuel, steam, heat, lights, power and other energy related utilities required in connection with the operation, maintenance and repair of the Property; (xvi) the cost of any improvements which Landlord elects to capitalize made by Landlord to the Property during the Term in compliance with the requirements of any laws or regulation or insurance requirement with which the Property was not required to comply during the Base Year, as reasonably amortized by Landlord, with interest on the unamortized balance at the rate of eight percent (8%) per year, or the maximum legal rate of interest, whichever is less; (xvii) the cost of any improvements which Landlord elects to capitalize made by Landlord to the Property during the term of this Lease for the protection of the health and safety of the occupants of the Property or that are intended to reduce other Operating Costs, as reasonably amortized by Landlord, with interest on the unamortized balance at the rate of eight percent (8%) per year, or the maximum legal rate of interest, whichever is less; (xviii) a reasonable reserve for repair or replacement of equipment used in the maintenance or operation of the Property; (xviii) [Intentionally deleted]; (xix) the cost of furniture, draperies, carpeting, landscaping and other customary and ordinary items of personal property (excluding paintings, sculptures and other works of art) provided by Landlord for use in common areas of the Building or in the Building office (to the extent that such Building office is dedicated to the operation and management of the Property), such costs to be amortized over the useful life thereof; (xx) Building office rent or rental value; and (xxi) all other costs which, in accordance with generally sound accounting and management principles used by Landlord, as applied to the maintenance and operation of office and/or retail buildings, are properly chargeable to the operation and maintenance of the Property. Operating Costs shall not include the following: (i) depreciation on the Building; (ii) debt service; (iii) capital improvements, except as otherwise provided in clauses (xvi) and (xvii) above, (iv) rental under any ground or underlying leases; (v) Real Property Taxes, (vi) attorneys' fees and expenses incurred in connection with lease negotiations with prospective tenants, or default or enforcement proceedings with respect to defaulting tenants; (vii) the cost of tenant improvements; (viii) advertising expenses; or (ix) real estate broker's or other leasing commissions. (y) "Parties" means Landlord and Tenant. (z) "Party" means Landlord or Tenant. (aa) "Person" means one or more human beings, or legal entities or other artificial persons, including without limitation, partnerships, corporations, trusts, estates, associations and any combination of human beings and legal entities. (bb) "Property" means the Premises, Building and Land. 18 7e. - Community Services Department recommends approval of a five-year lease Page 80 of 170 (cc) "Provision" means any term, agreement, covenant, condition, clause, qualification, restriction, reservation, or other stipulation in the Lease that defines or otherwise controls, establishes, or limits the performance required or permitted by either party. (dd) "Real Property Taxes" means any form of tax, assessment, general assessment, special assessment, lien, levy, bond obligation, license fee, license tax, tax or excise on rent, or any other levy, charge or expense, together with any statutory interest thereon, (individually and collectively, the "Impositions"), now or hereafter imposed or required by any authority having the direct or indirect power to tax, including any federal, state, county or city government or any school, agricultural, lighting, drainage or other improvement or special assessment district thereof, (individually and collectively, the "Governmental Agencies") on any interest of Landlord or Tenant or both (including any legal or equitable interest of Landlord or its mortgagee, if any) in the Premises or the Property, including without limitation: (i) any Impositions upon, allocable to or measured by the area of the Premises or the Property, or the rental payable hereunder, including without limitation, any gross income tax or excise tax levied by any Governmental Agencies with respect to the receipt of such rental; or (ii) any Impositions upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair or use or occupancy by Tenant of the Premises or any portion thereof; or (iii) any Impositions upon or with respect to the building equipment and personal property used in connection with the operation and maintenance of the Property or upon or with respect to the furniture, fixtures and decorations in the common areas of the Property. (iv) any Impositions upon this Lease or this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises; or (v) any Impositions by Governmental Agencies (whether or not such Impositions constitute tax receipts) in substitution, partially or totally, of any impositions now or previously included within the definition of real property taxes, including those calculated to increase tax increments to Governmental Agencies and to pay for such services as fire protection, water drainage, street, sidewalk and road maintenance, refuse removal or other governmental services formerly provided without charge to property owners or occupants; or (vi) any and all costs, including without limitation, the fees of attorneys, tax consultants and experts, incurred by Landlord should Landlord elect to negotiate or contest the amount of such real property taxes in formal or informal proceedings before the Governmental Agency imposing such real property taxes; provided, however, that real property taxes shall in no event include Landlord's general income, inheritance, estate, gift or franchise taxes. (ee) "Renf means Minimum Monthly Rent, as adjusted from time to time under this Lease, Additional Rent, Prepaid Rent, Security Deposit, all as defined in this Section, payments of Tenant's Share of increases in Real Property Taxes and Operating Costs,, insurance, utilities and other charges payable by Tenant to Landlord. (ff) "Rentable square feet of space" as to the Premises or the Building, as the case may be, means the number of usable square feet of space times the applicable R/U Ratio(s) as defined in this Section. (gg) "Restoration" means the reconstruction, rebuilding, rehabilitation and repairs that are necessary to return damaged portions of the Premises and the Building to substantially the same physical condition as they were in immediately before the damage. (hh) "R/U Ratio" means the rentable area of a floor of the Building divided by the usable area of such floor, both of which shall be computed in accordance with American National Standard Z65.1- 1996 Method of Measuring Floor Space in Office Buildings as published by the Building Owners and Managers Association, as amended from time to time. (ii) "Substantially complete" or "substantially completed" or "substantial completion" means the completion of Landlord's construction obligation, subject to completion or correction of "punch list" items, that is, minor items of incomplete or defective work or materials or mechanical maladjustments that are of such a nature that they do not materially interfere with or impair Tenant's use of the Premises for the Permitted Use. (jj) "Successor" means assignee, transferee, personal representative, heir, or other person or entity succeeding lawfully, and pursuant to the provisions of this Lease, to the rights or obligations of either party. (kk) "Tenant Improvements" means (i) the improvements and alterations set forth in Exhibit C. (ii) window coverings, lighting fixtures, plumbing fixtures, cabinetry and other fixtures installed by either Landlord or Tenant at any time during the Term, and (iii) any improvements and alterations of the Premises made for Tenant by Landlord at any time during the Term. (II) "Tenant's personal property" means Tenant's equipment, furniture, and movable property (including cabling) placed in the Premises by Tenant. (mm) "Tenant's trade fixtures" means any property attached to the Premises by Tenant. 19 7e. - Community Services Department recommends approval of a five-year lease Page 81 of 170 (nn) "Termination" means the ending of the Term for any reason before expiration, as defined in this Section. (00) "Work" means the construction of any improvements or alterations or the performance of any repairs done by Tenant or caused to be done by Tenant on the Premises as permitted by this Lease. (pp) "Day" which shall mean calender day unless specified otherwise. 43. Miscellaneous Provisions. (a) Entire Agreement. This Lease sets forth the entire agreement of the Parties as to the subject matter hereof and supersedes all prior discussions and understandings between them. This Lease may not be amended or rescinded in any manner except by an instrument in writing signed by a duly authorized officer or representative of each party hereto. (b) Governing Law. This Lease shall be governed by; and construed and enforced in accordance with, the laws of the State of Washington. (c) Severability. Should any of the provisions of this Lease be found to be invalid, illegal or unenforceable by any court of competent jurisdiction, such provision shall be stricken and the remainder of this Lease shall nonetheless remain in full force and effect unless striking such provision shall materially alter the intention of the parties. (d) Jurisdiction. In the event any action is brought to enforce any of the provisions of this Lease, the parties agree to be subject to exclusive in personam jurisdiction in the Superior Court in and for King County Washington, at the Maleng Regional Justice Center in Kent, Washington, or in the United States District Court for the Western District of Washington and agree that in any such action venue shall lie exclusively at Seattle, Washington. (e) Waiver. No waiver of any right under this Lease shall be effective unless contained in a writing signed by a duly authorized officer or representative of the party sought to be charged with the waiver and no waiver of any right arising from any breach or failure to perform shall be deemed to be a waiver of any future right or of any other right arising under this Lease. (f) Captions. Section captions contained in this Lease are included for convenience only and form no part of the agreement between the parties. (g) Notices. All notices or requests required or permitted under this Lease shall be in writing. If given by Landlord such notices or requests may be personally delivered, delivered by a reputable express delivery service such as Federal Express or DHL, or sent by certified mail, return-receipt requested, postage prepaid. If given by Tenant such notices or requests shall be sent by certified mail, return receipt requested, postage prepaid. Such notices or requests shall be deemed given when so delivered or mailed, irrespective of whether such notice or request is actually received by the addressee. All notices or requests to Landlord shall be sent to Landlord at Landlord's Address for Notice and all notices or requests to Tenant shall be sent to Tenant at Tenant's Address for Notice. Either party may change the address to which notices shall be sent by notice to the other party. •(h) Binding Effect. Subject to the provisions of Section 25 captioned "Assignment and Subletting", this Lease shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. No permitted assignment of this Lease or Tenant's rights hereunder shall be effective against Landlord unless and until an executed counterpart of the instrument of assignment shall have been delivered to Landlord and Landlord shall have been furnished with the name and address of the assignee. The term "Tenant" shall be deemed to include the assignee under any such permitted assignment. (1) Effectiveness. This Lease shall not be binding or effective until properly executed and delivered by Landlord and Tenant. 0) Gender and Number. As used in this Lease, the masculine shall include the feminine and neuter, the feminine shall include the masculine and neuter, the neuter shall include the masculine and feminine, the singular shall include the plural and the plural shall include the singular, as the context may require. (k) Time of the Essence. Time is of the essence in the performance of all covenants and conditions in this Lease for which time is a factor. Dated the date first above written. Landlord: Tenant: The City of Renton, Washington, a Amazing Grace Lutheran Church, a Washington municipal corporation Washington non-profit corporation By: 20 7e. - Community Services Department recommends approval of a five-year lease Page 82 of 170 Title: Title: Date executed: Date executed:, i°/^/^°' Y By: Title: Date executed:. By: Title: Date executed:. This Lease has been prepared for submission to you and your attorney. Kidder Mathews is not authorized to give legal or tax advice. Neither Landlord nor Kidder Mathews makes any representations or recommendations as to the legal sufficiency, legal effect or tax consequences of this document or any transaction relating thereto. These are questions for your attorney with whom you should consult before signing the document to determine whether your legal rights are adequately protected. [Notary attached] State of Wss&ii Camty of MMCIM. aad nid paiwrn acfciowkdecd that (he/she) signed this iMMamandackaovMfedii tobsiBisAerurecanii voluntary act tte m mi purposes mcRtjewSitn the instilment. (ftrnHeti name] My ^poisftstcai eipaies JOSEPH S.PRESCOTT STATE OF WASHINGTON NOTARY PUBLIC MY COMMISSION EXPIRES 01-22-18 21 7e. - Community Services Department recommends approval of a five-year lease Page 83 of 170 RIDER This Rider is made and entered into this 0.3-dav of SeptcmbcV2014 by and between The City of Renton, Washington, a Washington municipal corporation ("Landlord"), and Amazing Grace Lutheran Church, a Washington non-profit corporation ("Tenant"). RECITALS: Landlord and Tenant have entered into a Lease dated of even date herewith covering certain Premises located in the 200 Mill Avenue Building in Renton Washington (the "Lease"). The Lease is for a five year term. Landlord and Tenant hereby agree as follows: 1. Expansion: In the event Tenant needs expansion space during the Term of this Lease, Tenant shall notify Landlord of its interest in securing expansion space, and providing such expansion space is available within the 200 Mill Avenue Building, Landlord and Tenant shall work together in good faith to identify terms for the expansion area. 2. Parking. Tenant shall have the right to use up to thirty-five (35) unreserved parking stalls (the "Allotted Parking Spaces") in the parking lot (the "Parking Lof) at no additional cost during Building business hours (7 a.m. to 6 p.m., weekdays); provided, however that Tenant may use more that the Allotted Parking Spaces outside of Building hours at no additional cost. The Tenant and Tenant's employees and invitees may utilize the Parking Lot, subject to the reasonable rules and regulations adopted by Landlord from time to time (see Exhibit D), in common with other tenants of and visitors to the Building on a first-come, first-served basis. In the event that Landlord believes that Tenant is using more than its Allotted Parking Spaces, at Landlord's request, Tenant shall provide to Landlord each month a list which includes the name of each person using the Parking Lot based on Tenant's parking rights under this Lease and the license plate number of the vehicle being used by that person. In addition, at Landlord's request, Tenant shall cause its employees who use the Parking Lot to post parking stickers or other identification devices on their vehicles. If Tenant uses more than the Allotted Parking Spaces, Landlord shall have the right to cause the vehicles of Tenant's employees to be towed until Tenant is no longer using more than the Allotted Parking Spaces. The vehicles may be towed away by any towing company selected by Landlord, and the cost of such towing shall be paid for by Tenant and/or the driver of said vehicle. 3. Building Eyebrow Signage. Subject to the following terms and conditions, Landlord shall permit Tenant to install one (1) exterior building sign (the "Building Sign") containing Tenant's name on the Building: (a) The Building Sign shall be consistent with the specifications designated by the City of Renton, WA, (collectively, the "City"). Tenant shall submit drawings and desired sign location to Landlord for the Sign on the facade of the Building (the "First Location"). Landlord shall approve both the specifications for the Sign and the location of the Sign, or in the alternative present a second location for the Sign as determined by Landlord. (b) The cost of designing, fabricating, installing and obtaining governmental approvals for the Building Sign shall be paid by Tenant, at Tenant's sole cost and expense. Landlord shall have the right to approve the contractor that installs the Building Sign and the contractor shall comply with all of Landlord's policies and procedures relating to construction performed at the Project (e.g., insurance, safety etc.); (c) Tenant shall maintain the Building Sign in good order and repair, at Tenant's sole cost and expense; (d) Tenant's right to install the Building Sign is subject to the issuance by the City of the required approvals and permits for the installation of the Building Sign. Landlord makes no representation or warranty that the City will permit the installation of the Building Sign, and Tenant's obligations under this Lease are not conditioned upon the City permitting the installation of the Building Sign or any other sign. (e) Any modification of the Building Sign shall be considered to be an "Alteration" within the meaning of the Lease, and shall be governed by the provisions thereof. Notwithstanding anything to the contrary contained in the Lease, any modification or alteration of the Building Sign shall require Landlord's prior approval, which may be given or withheld by Landlord in Landlord's sole discretion; 7e. - Community Services Department recommends approval of a five-year lease Page 84 of 170 (f) The Building Sign shall be considered a use of the Premises pursuant to section 10 of the Lease, and Tenant shall defend and indemnify Landlord to the extent provided in section 10; (g) Tenant shall remove the Building Sign and repair any damage to the Project, at Tenant's sole cost and expense, upon the termination or expiration of the Lease term; (h) The insurance purchased by Tenant pursuant to section 19 of the Lease shall apply to the Building Sign; (i) Should the Building Sign be electrically illuminated, Tenant agrees to pay to Landlord, upon demand, the costs of such power as determined by persons skilled in the field, and utilize those estimates in billing Tenant for the power consumed; however, Tenant shall also have the right to install, at Tenant's sole cost and expense, electrical meters which shall measure the actual amount of power consumed; and (j) If at any time Tenant has subleased more than Fifty percent (50%) of the Premises, Landlord shall have the right, at Landlord's option, at any time, upon not less than ninety (90) days advance written notice to Tenant, to require Tenant to permanently remove the Building Sign and to repair any damage to the Building caused by such removal, at Tenant's sole cost and expense. From and after the date of such removal, Tenant shall no longer have the right to place the Building Sign on the Building, and except for Tenant's obligation to remove the Building Sign and to repair any damage to the Building, this Addendum section shall be of no further force or effect. All other terms and conditions shall remain unchanged. Dated the date first above written. Landlord: Tenant: The City of Renton, Washington, a Washington municipal corporation Amazing Grace Lutheran Church, a Washington non-profit corporation By:_ Title: Date executed: Bv: /t Title: frtS<'bri-r ^f/y,grX^ LwL^^ C kvrj^ Date executed: By: Title: Date executed: By: Title: Date executed:. 2 7e. - Community Services Department recommends approval of a five-year lease Page 85 of 170 7e. - Community Services Department recommends approval of a five-year lease Page 86 of 170 EXHIBIT C WORK LETTER THIS WORK LETTER is made as of October 2nd 2014 between The City of Renton, Washington, a Washington municipal corporation ("Landlord"), and Amazing Grace Lutheran Church, a non profit corporation RECITALS: Landlord and Tenant have entered into a Lease dated of even date herewith (the "Lease") covering certain premises (Suite 110 located in the 200 Mill Avenue Building in Renton, Washington (the "Premises"). The Lease contemplates the construction by Tenant of certain improvements to the Premises. Landlord and Tenant desire to set forth their agreement as to construction of certain alterations, repairs and improvements to the Premises by Tenant in writing and hereby agree as follows: 1. The Work., Tenant Improvements. Landlord shall (at Landlord's sole cost and expense) provide Tenant with "turnkey" tenant improvements using building standard finishes including, without limitation, the following items (collectively, the "Tenant Improvements") pursuant to a mutually agreed upon space plan, generated by Landlords architect, attached hereto as Exhibit B: 2. Selected demolition of interior walls using building standard finishes. Tenant may elect to provide Tenant supplied frosted glass panels and Tenant supplied Smart Wall Panels; 3. Removal Of existing carpet and asbestos tile in conformance with all applicable regulations followed by grinding and sealing of the concrete floor as determined by landlord. 4. Repainting of the premises with building standard paint Tenant shall be able to use up to three paint colors; 5. Building standard electrical and lighting modifications to accommodate new office and classroom layout as approved by Landlord's managing agent ;Electrical Panel to be relocated as per exhibit B provided that cost does not exceed $2,500.00 6. Keys and signage to Building Standard 7. Securing of the exterior gate on the second floor landing 8. as well as to provide building standard and reasonable electrical distribution within the premises per building standard. Any additional work, will be the Tenant responsibility, as pre-approved by landlord prior to construction.- . Capitalized terms used in this Work Letter that are defined in the Lease shall have the same meanings given to them in the Lease. 9. Cost of the Work. Except as provided hereinafter, Landlord shall pay all costs (the "Cost of the Work") associated with the Work whatsoever, including without .limitation, all necessary permits, inspection fees, fees of space planners, architects, engineers, and contractors, Landlord's commercially reasonable construction management fee, utility connections, the cost of all labor and materials, bonds, insurance, and any structural or mechanical work, additional HVAC equipment or sprinkler heads, or modifications to any building mechanical, electrical, plumbing or other systems and equipment or relocation of any existing sprinkler heads, either within or outside the Premises required as a result of the layout, design, or construction of the Work. 10. Space Plan and Working Drawings. The Exhibit to this lease shall serve as the space plan for the Premises outlining the proposed Work in detail, which landlord and tenant hereby approve- prior to commencement of the Work. (a) 11. Change Orders. No changes, modifications, alterations or additions to the approved Space Plan or Working Drawings may be made without the prior written consent of the Landlord after written request therefor by Tenant. In the event that the Premises are not constructed in accordance with said approved Space Plan and Working Drawings, then Tenant shall not be permitted to occupy the Premises until the Premises reasonably comply in all respects with said approved Space Plan and Working Drawings; in such case, the Rent shall nevertheless commence to accrue and be payable as otherwise provided in the Lease. 12. Compliance. Tenant's Work shall comply in all respects with the following: (a) the Building Code of the City and State in which the Building is located and State, County, City or other laws, codes, ordinances and regulations, as each may apply according to the rulings of the controlling public official, agent or other such person, (b) applicable standards of the National Board of Fire Underwriters and National Electrical Code, and (c) building material manufacturer's specifications. 13. Performance. (a) Excepting Landlords work as defined above, Tenant's Work shall be performed in a thoroughly safe, first-class and workmanlike manner in conformity with the approved Space Plan and Working Drawings, and shall be in good and usable condition at the date of completion. (b) Tenant shall be required to obtain and pay for all necessary permits and/or fees with respect to Tenant's Work, and the same shall be shown to Landlord prior to commencement of the Work. (c) If contemplated or permitted under the statutes of the State in which the Property is located, within ten (10) days after completion of construction of Tenant's Work, Tenant shall execute and file a Notice of Completion with respect thereto and furnish a copy thereof to Landlord upon recordation, failing WORK LETTER EXHIBIT C Page 1 7e. - Community Services Department recommends approval of a five-year lease Page 87 of 170 which, Landlord may itself execute and file the same on behalf of Tenant as Tenant's agent for such purpose. (d) Copies of "as built" drawings shall be provided to Landlord no later than thirty (30) days after completion of the Work. (e) Landlord's approval of Tenant's plans and specifications, and Landlord's recommendations or approvals concerning contractors, subcontractors, space planners, engineers or architects, shall not be deemed a warranty as to the quality or adequacy of the Work, or the design thereof, or of its compliance with Laws, codes and other legal requirements. (f) Landlord shall not be responsible for any disturbance or deficiency created in the air conditioning or other mechanical, electrical or structural facilities within the Property or Premises as a result of the Work. If such disturbances or deficiencies result, Tenant shall correct the same and restore the services to Landlord's reasonable satisfaction, within a reasonable time. (g) If performance of the Work shall require that additional services or facilities (including without limitation, extra or after-hours elevator usage or cleaning services) be provided, Tenant shall pay Landlord's reasonable charges therefor. (h) Tenant's contractors shall comply with the rules of the Property and Landlord's requirements respecting the hours of availability of elevators and manner of handling materials, equipment and debris. Demolition must be performed after 6:00 p.m. Monday through Friday or on weekends. Delivery of materials, equipment and removal of debris must be arranged to avoid any inconvenience or annoyance to other occupants. The Work and all cleaning in the Premises must be controlled to prevent dirt, dust or other matter from infiltrating into adjacent tenant or mechanical areas. 14. Insurance. All contractors and sub-contractors shall carry Worker's Compensation Insurance covering all of their respective employees in the statutory amounts, Employer's Liability Insurance in the amount of at least $500,000 per occurrence, and comprehensive general liability insurance of at least $3,000,000 combined single limit for bodily injury, death, or property damage: and the policies therefor shall cover Landlord and Tenant, as additional insureds, as well as the contractor or subcontractor. All insurance carriers hereunder shall be rated at least A and X in Best's Insurance Guide. Certificates for all such insurance shall be delivered to Landlord before the construction is commenced or contractor's equipment is moved onto the Property. All policies of insurance must require that the carrier give Landlord twenty (20) days' advance written notice of any cancellation or reduction in the amounts of insurance. In the event that during the course of Tenant's Work any damage shall occur to the construction and improvements being made by Tenant, then Tenant shall repair the same at Tenant's cost. 15. Asbestos. If the Property was constructed at a time when asbestos was commonly used in construction, Tenant acknowledges that asbestos-containing materials ("ACM") may be present at the Property, and that airborne asbestos fibers may involve a potential health hazard unless proper procedures are followed. In such case, before commencing the Work, Tenant's contractor shall consult with Landlord and Landlord's asbestos consultant concerning appropriate procedures to be followed. Landlord shall, at Landlord's expense, undertake any necessary initial asbestos-related work, before Tenant commences the Work. During performance of the Work, Tenant shall require that its contractor comply with all laws, rules, regulations and other governmental requirements, as well as all directives of Landlord's asbestos consultant, respecting ACM. Tenant hereby irrevocably appoints Landlord and Landlord's asbestos consultant as Tenant's attorney-in-fact for purposes of supervising and directing any asbestos-related aspects of the Work. 16. Liens. Tenant shall pay, or cause to be paid, all costs of labor, services and/or materials supplied in connection with any Work. Tenant shall keep the Property free and clear of all mechanics' liens and other liens resulting from any Work. Tenant shall have the right to contest the correctness or validity of any such lien if, immediately on demand by Landlord, it procures and records a lien release bond issued by a responsible corporate surety in an amount equal to one and one-half times the amount of the claim of lien or furnishes other security for payment of such lien satisfactory to Landlord. Tenant shall promptly pay or cause to be paid all sums awarded to the claimant on its suit, and, in any event, before any execution is issued with respect to any judgment obtained by the claimant in its suit or before such judgment becomes a lien on the Property, whichever is earlier. If Tenant shall be in default under this Section, by failing to provide security for or satisfaction of any mechanic's or other liens, then Landlord may (but shall not be obligated to), in addition to any other rights or remedies it may have, discharge said lien by (i) paying the claimant an amount sufficient to settle and discharge the claim, (ii) procuring and recording a lien release bond, or (iii) taking such other action as Landlord shall deem necessary or advisable, and, in any such event, Tenant shall pay as Additional Rent, on Landlord's demand, all costs (including reasonable attorney fees) incurred by Landlord in settling and discharging such lien together with interest thereon in accordance with Section 39 of the Lease, from the date of Landlord's payment of said costs. Landlord's payment of such costs shall not waive any default of Tenant under this Section. Nothing contained herein shall authorize Tenant to do any act which shall subject Landlord's title to the Property or Premises to any liens or encumbrances whether claimed by operation of law or express or implied contract. Any claim to a lien or encumbrance upon the Property or Premises arising in connection with the Work shall be null and void, or, at Landlord's option, shall attach only against Tenant's interest in the Premises and shall in all respects be subordinate to Landlord's title to the Property and Premises. 17. Indemnity. Tenant shall indemnify, defend and hold harmless Landlord (and Landlord's principals, partners, agents, trustees, beneficiaries, officers, employees and affiliates) from and against any claims, WORK LETTER EXHIBIT C Page 2 7e. - Community Services Department recommends approval of a five-year lease Page 88 of 170 demands, losses, damages, injuries, liabilities, expenses, judgments, liens, encumbrances, orders, and awards, together with attorneys' fees and litigation expenses arising out of or in connection with the Work, or Tenant's failure to comply with the provisions hereof, or any failure by Tenant's contractors, subcontractors or their employees to comply with the provisions hereof, except to the extent caused by Landlord's intentional or negligent acts. 18. Taxes. Tenant shall pay prior to delinquency all taxes, charges or other governmental impositions (including without limitation, any real estate taxes or assessments, sales tax or value added tax) assessed against or levied upon Tenant's fixtures, furnishings, equipment and personal property located in the Premises and the Work to the Premises under this Work Letter. Whenever possible, Tenant shall cause all such items to be assessed and billed separately from the property of Landlord. In the event any such items shall be assessed and billed with the property of Landlord, Tenant shall pay its share of such taxes, charges or other governmental impositions to Landlord within thirty (30) days after Landlord delivers a statement and a copy of the assessment or other documentation showing the amount of such impositions applicable to Tenant. 19. INCORPORATED INTO LEASE; DEFAULT. THE PARTIES AGREE THAT THE PROVISIONS OF THIS Work Letter ARE HEREBY INCORPORATED BY THIS REFERENCE INTO THE LEASE FULLY AS THOUGH SET FORTH THEREIN. In the event of any express inconsistencies between the Lease and this Work Letter, the latter shall govern and control. If Tenant shall default under this Work Letter, Landlord may order that all Work being performed in the Premises be stopped immediately, and that no further deliveries to the Premises be made, until such default is cured, without limitation as to Landlord's other remedies. If Tenant shall default under the Lease or this Work Letter and fail to cure the same within the time permitted for cure under the Lease, at Landlord's option, all amounts paid or incurred by Landlord towards the Improvement Allowance shall become immediately due and payable as Additional Rent under the Lease. Any amounts payable by Tenant to Landlord hereunder shall be paid as Additional Rent under the Lease. Any default by the other party hereunder shall constitute a default under the Lease and shall be subject to the remedies and other provisions applicable thereto under the Lease. DATED the date first above written. Landlord: Tenant: The City of Renton, Washington, a Amazing Grace Lutheran Church a non profit Washington municipal corporation By: By. Print Name, Title WORK LETTER EXHIBIT C Page 3 7e. - Community Services Department recommends approval of a five-year lease Page 89 of 170 EXHIBIT D RULES AND REGULATIONS 1. No sign, placard, picture, advertisement, name or notice shall be installed or displayed on any part of the exterior or in any area visible from the exterior of the Building without the prior written consent of the Landlord, which consent shall not be unreasonably withheld or delayed. Landlord shall have the right to remove, at Tenant's expense and without notice, any sign installed or displayed in violation of this rule. All signs or lettering on doors and walls shall be printed, painted, affixed or inscribed at the expense of Tenant. At the expiration or termination of Tenant's Lease, Tenant, at Tenant's sole cost and expense, shall remove all tenant-installed signage and repair and paint any and all damage resulting from installation and/or removal of said signage. 2. Tenant shall not install any curtains, blinds, shades, screens or hanging plants or other similar objects attached to or used in connection with any window or door of the Premises except building-standard drapes approved by Landlord. No awning shall be permitted on any part of the Premises. Tenant shall not place anything against or near glass partitions or doors or windows which may appear unsightly from outside the Premises. 3. Tenant shall not obstruct any sidewalks, lobbies, halls, passages, exits, entrances, elevators, or stairways of the Building. The halls, passages, exits, entrances, lobbies, elevators, and stairways are not open to the general public. Landlord shall in all cases retain the right to control and prevent access thereto of all persons whose presence in the judgment of Landlord would be prejudicial to the safety, character, reputation and interest of the Building and its Tenants; provided that nothing herein contained shall be construed to prevent such access to persons with whom any Tenant normally deals in the ordinary course of its business, unless such persons are engaged in illegal activities. No Tenant and no employee or invitee of any tenant shall go upon the roof of the Building without Landlord's prior written consent. 4. The directory of the Building will be provided exclusively for the display of the name and location of tenants' business only, and Landlord reserves the right to exclude any other names therefrom. 5. All cleaning and janitorial services for the Building and the Premises, unless otherwise provided in the Lease, shall be provided exclusively through Landlord, and except with the written consent of Landlord, no person or persons other than those approved by Landlord shall be employed by Tenant or permitted to enter the Building for the purpose of cleaning the same. Tenant shall not cause any unnecessary labor by carelessness or indifference to the good order and cleanliness of the Premises. Landlord shall not in anyway be responsible to any tenant for any loss of property on the Premises, however occurring, or for any damage to any tenant's property by the janitor or any other employee or any other person. 6. Landlord shall furnish Tenant with appropriate number of keys to each door lock in the Premises and to the main entrance door of the Building. Landlord may make a reasonable charge for any additional keys. Tenant shall not make or have made additional keys, and Tenant shall not alter any lock or install a new additional lock or bolt on any door of its Premises. Tenant, upon termination of its tenancy, shall deliver to Landlord all keys to all doors which have been furnished to Tenant, and in the event of loss of any keys so furnished, shall reimburse Landlord for the cost of any new lock(s) required due to such loss. 7. Tenant shall not install computer cabling, telephone, burglar alarm or similar services without Landlord's approval for installation of same. Upon termination of Tenant's tenancy, at Landlord's option, Tenant shall remove any equipment and/or services from the Premises and shall restore the Premises to its condition prior to such installation. 8. Freight elevator(s), rf any, shall be available for use by all tenants in the Building, subject to such reasonable scheduling as Landlord in its discretion shall deem appropriate. No equipment, materials, furniture, packages, supplies, merchandise or other property will be received in the Building or carried in the passenger elevators except between such hours and in such elevators as may be designated by Landlord. 9. Tenant shall not place a load upon any floor of the Premises which exceeds the load per square foot which such floor was designed to carry and which is allowed by law. Landlord shall have the right to prescribe the weight, size and position of all equipment, materials, furniture or other property brought into the Building. Heavy objects shall, if considered necessary by Landlord, stand on such platforms as determined by Landlord to be necessary to properly distribute the weight of such objects. Business machines and mechanical equipment belonging to Tenant which cause noise or vibration that may be transmitted to the structure of the Building or to any space therein or to any tenants in the Building shall be placed and maintained by Tenant, at Tenant's sole cost and expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration. Landlord will not be responsible for loss of, or damage to, any such equipment or other property from any cause, and all damage done to the Building by maintaining or moving such equipment or other property shall be repaired at the expense of Tenant. 10. Tenant shall not use or keep in the Premises any kerosene, gasoline or inflammable or combustible fluid or material other than those limited quantities necessary for the operation or maintenance of office equipment. Tenant shall not use or permit to be used in the Premises any foul or noxious gas or substance, or permit or allow the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors, or vibrations, nor shall Tenant bring into or keep in or about the Premises any animals, including dogs (except seeing-eye dogs). 11. Tenant shall not use any method of heating or air conditioning other than that supplied by Landlord. RULES AND REGULATIONS EXHIBIT D Page 1 7e. - Community Services Department recommends approval of a five-year lease Page 90 of 170 12. Tenant shall not waste electricity, water or air conditioning, and Tenant agrees to cooperate fully with Landlord to assure the most effective operation of the Building's heating and air-conditioning system and to comply with any governmental energy-saving rules, laws or regulations, of which Tenant has actual notice, and shall refrain from attempting to adjust controls. Tenant shall keep corridor and exterior doors closed and shall close window coverings at the end of each business day. 13. The name of the Building is the 200 Mill Avenue Building. Landlord reserves the right, exercisable without notice and without liability to Tenant, to change the name of the Building. 14. Landlord reserves the right to exclude from the Building between the hours of 6:00 p.m. and 7:00 a.m. the following day, or such other hours as may be established from time to time by Landlord, and on Sundays and legal holidays any person, unless that person is known to the person or employee in charge of the Building and has a pass or is properly identified. Tenant shall be responsible for all persons for whom it requests passes and shall be liable to Landlord for all acts of such persons. Landlord shall not be liable for damages for any error with regard to the admission to or exclusion from the Building of any person. Landlord reserves the right to prevent access to the Building in case of invasion, mob, riot, public excitement or other commotion by closing the doors or by other appropriate action. 15. Tenant shall close and lock the doors of its Premises and entirely shut off all water faucets or other water apparatus, electricity, copiers and other office equipment, including coffee pots, etc., before Tenant and its employees leave the Premises. Tenant shall be responsible for any damage or injuries sustained by other tenants or occupants of the Building or by Landlord for noncompliance with this rule. 16. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein. The expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the tenant, or employees or invitees of the tenant, who shall have caused it. 17. Tenant shall not make any room-to-room solicitation of business from other tenants in the Building. Tenant shall not use the Premises for any business or activity other than that specifically provided for in Tenant's Lease. 18. Canvassing, soliciting and distribution of handbills or any other written material, and peddling in the Building are prohibited, and each tenant shall cooperate to prevent same. 19. Tenant shall not install any radio or television antenna, loudspeaker or other device on the roof or exterior walls of the Building except as permitted in the Lease. Tenant shall not interfere with radio or television broadcasting or reception from or in the Building or elsewhere. 20. Landlord reserves the right to direct electricians as to where and how telephone, computer or other wiring or cabling are to be introduced to the Premises. Tenant shall not cut nor bore holes for wiring or cabling without Landlord's prior written consent, said consent shall not be unreasonably withheld. Tenant shall not affix any floor covering to the floor of the Premises in any manner except as approved by Landlord. ' Tenant shall repair any damage resulting from noncompliance with this rule. 21. Landlord reserves the right to exclude or expel from the Building any person who, in Landlord's judgment, is intoxicated or under the influence of alcohol or drugs or who is in violation of any of the Rules and Regulations of the Building. 22. Tenant shall store all its trash and garbage within its Premises. Tenant shall not place in any trash box or receptacle any material which cannot be disposed of in the ordinary and customary manner of trash and garbage disposal. All garbage and refuse disposal shall be made in accordance with directions issued from time to time by Landlord. All garbage over and above normal (i.e., major-delivery wrappings, etc.) shall be at Tenant's sole cost and expense. Tenant agrees to cooperate with Landlord in recycling programs as may be established from time to time by Landlord. 23. The Premises shall not be used for lodging nor for manufacturing of any kind, nor shall the Premises be used for any improper, immoral or objectionable purpose. No cooking shall be done or permitted by Tenant on the Premises, except that use by Tenant of Underwriters Laboratory approved equipment for brewing coffee, tea, hot chocolate and similar beverages, and microwave ovens shall be permitted; provided that such equipment and use is in accordance with all applicable federal, state, county and city laws, codes, ordinances, rules and regulations and does not cause objectionable odor. 24. Without the written consent of Landlord, Tenant shall not use the name of the Building in connection with or in promoting or advertising the business of Tenant except as Tenant's address. 25. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency. 26. Tenant assumes any and all responsibility for protecting its Premises from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises closed. 27. The requirements of Tenant will be attended to only upon appropriate application to the office of the Building by an authorized individual. Employees of Landlord shall not perform any work or do anything outside their regular duties unless under special instructions from Landlord, and no employee of Landlord will RULES AND REGULATIONS EXHIBIT D Page 2 7e. - Community Services Department recommends approval of a five-year lease Page 91 of 170 admit any person (Tenant or otherwise) to any office of the Building without specific instructions from Landlord. 28. Tenant and Tenant's employees shall not park vehicles in any parking areas designated by Landlord as reserved parking areas or as visitor parking areas. Tenant shall not park any vehicles in the Building parking areas other than automobiles, motorcycles, motor-driven or nonmotor-driven bicycles or four-wheeled trucks. 29. Tenant and Tenant's delivery personnel shall utilize loading zones and delivery entrances for all deliveries. Any damage to the Building or Premises resulting from Tenant's deliveries shall be repaired at the sole cost and expense of the Tenant. 30. Tenant and Tenant's delivery personnel shall not use in any space or in the common areas of the Building any hand truck except those equipped with rubber tires and side guards or such other material- handling equipment as Landlord may approve. Tenant shall not bring vehicles of any other kind into the Building. 31. All moving of furniture or other equipment shall be done so as to have minimal impact on other tenants' and visitors' use of elevators, common areas, and parking facilities. 32. The Building is a nonsmoking building. 33. Landlord may waive any one or more of these Rules and Regulations for the benefit of Tenant or any other tenant, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of Tenant or any other tenant, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all of the tenants of the Building. 34. These Rules and Regulations are in addition to and shall not be construed to in any way modify or amend, in whole or in part, the terms, covenants, agreements and conditions of any lease of any premises in the Building. 35. Landlord reserves the right to make such other and reasonable Rules and Regulations as, in its judgment, may from time to time be needed for safety and security, for care and cleanliness of the Building and for the preservation of good order therein. Tenant agrees to abide by all such Rules and Regulations hereinabove stated and any additional reasonable Rules and Regulations which are adopted. 36. Tenant shall be responsible for the observance of all of the foregoing Rules and Regulations by Tenant's employees, agents, clients, customers, invitees and guests. Initials: RULES AND REGULATIONS EXHIBIT D Page 3 7e. - Community Services Department recommends approval of a five-year lease Page 92 of 170 KIDDER MATHEWS 601 UNION STREET SUITE 4720 SEATTLE, WA 98101 TEL 398-2271 FAX 398-2290 OFFICE LEASE - GROSS 200 MILL AVENUE BUILDING This Lease is made this day of September, 2014, by and between the City of Renton, a noncharter code city under RCW 35A, and a municipal corporation under the laws of the State of Washington ("Landlord"), and Amazing Grace Lutheran Church, a Washington non-profit corporation ('Tenant"), who agree as follows: 1. Fundamental Terms. As used in this Lease, the following capitalized terms shall have the following meanings: (a) "Land" means the land on which the Building is located, situated in the City of Renton, County of King, State of Washington, which is described on Exhibit A. (b) "Building" means the building in which the Premises is located, commonly known as the 200 Mill Avenue Building, the street address of which is 200 Mill Avenue South, Renton, Washington 98055-3232. (c) "Premises" means that certain space crosshatched on Exhibit B, located on the First floor of the Building and designated as Suite 110. (d) "Agreed Areas" means the agreed amount of rentable square feet of space in the Building and the Premises. Landlord and Tenant stipulate and agree for all purposes under this Lease that the Building contains approximately 49,480 rentable square feet of space (the "Building Area") and that the Premises contain approximately 8,677 rentable square feet of space in Suite 110 on the first floor. The total area under lease will be 8,677 rentable square feet (the "Premises Area"). (e) "Tenant's Share" means the Premises Area divided by the Building Area, expressed as a percentage, which is Seventeen and 54/100 (17.54%). Notwithstanding the foregoing, if one or more of the facilities, services and utilities the costs of which are included within the definition of Operating Costs is not furnished to one or more spaces or to particular types of spaces, then in connection with the calculation of Tenant's Share of each of such costs the Building Area shall be reduced by the number of rentable square feet contained in such space and Tenant's Share shall be separately computed as to each of such costs. If the Building shall contain non-office uses during any period, Landlord shall have the right to determine, in accordance with sound accounting and management principles, Tenant's Share of Real Property Taxes and Operating Costs for only the office portion of the Building; in such event, Tenant's Share shall be based on the ratio of the rentable area of the Premises to the rentable area of such office portion for such period. If a portion of the Building is damaged or condemned, or any other event occurs which alters the number of rentable square feet of space in the Premises or the Building, then Landlord shall adjust Tenant's Share to equal the number of rentable square feet of space then existing in the Premises (as altered by such event) divided by the number of rentable square feet of space then existing in the Building (as altered by such event). (f) "Commencement Date" means January 1, 2015, or such earlier or later date as provided in Section 4. Tenant shall have access to the Premises for furniture, telecommunications wiring, and equipment assembly for a period of up to 30 calendar days prior to lease commencement at no cost to Tenant. (g) "Expiration Date" means 12:00 noon, December 31, 2019. (h) "Term" means the period of time commencing on the Commencement Date and ending on the Expiration Date, unless sooner terminated pursuant to this Lease. (i) "Minimum Monthly Rent" means the following amounts as to the following periods during the Term of this Lease: Period Jan. 1, 2015 to April 30, 2015 May 1,2015 to April 30, 2016 May 1,2016 to April 30,2017 May 1,2017 to April 30, 2018 May 1,2018 to April 30, 2019 May 1,2019 to Aug. 31,2019 Monthly Amount $0.00 per month FS $12,653.96 per month FS $13,196.27 per month FS $13,738.58 per month FS $14,280.90 per month FS $14,823.21 per month FS (j) "Permitted Use" means use for purposes of school offices and classrooms for 4th - 12th grade students enrolled in a private 1 x 1 laptop educational program and related school administration services as well as other teaching of subjects of interest for the community and adults consistent in nature with those of the school (k) "Base Year" means the calendar year 2015. 1 7e. - Community Services Department recommends approval of a five-year lease Page 93 of 170 (I) "Prepaid Rent" means Twelve Thousand Six Hundred Fifty-three and 96/100 Dollars ($12,653.96). (m) "Security Deposit" means Fourteen Thousand Eight Hundred Twenty-three and 21/100 Dollars ($14,823.21). (n) "Landlord's Address for Notice" means 200 Mill Avenue Building, c/o Kidder Mathews, 601 Union Street, Suite 4720, Seattle, WA 98101. (o) "Landlord's Address for Payment of Rent" means 200 Mill Avenue Building, c/o Kidder Mathews, P.O. Box 34860, Seattle, WA 98124-1860. (p) "Tenant's Address for Notice" means Amazing Grace School, 200 Mill Avenue Building, Suite 110, Renton, WA 98055-3232 on and after the Commencement Date. (q) "Landlord's Agent" means Kidder Mathews or such other agent as Landlord may appoint from time to time. (r) "Broker(s)" means Kidder Mathews representing the Landlord and Tenant. (s) "Exhibits" means the following Exhibits to this Lease: Exhibit A - Legal Description of the Property Exhibit B - Outline Drawing of the Premises Exhibit C - Work Letter Exhibit D - Rules and Regulations (t) "Rider" means the following attached Rider: Rider to Lease dated June , 2014. (u) "Definitions" means the words and phrases defined in Section 41 captioned "Definitions". 2. Consent and Notices. Whenever the consent of either Landlord or Tenant is required under this Lease, such consent shall not be effective unless given in writing and shall not be unreasonably withheld or delayed, provided, however, that such consent may be conditioned as provided in this Lease. All notices or requests required or permitted under this Lease shall be in writing as provided in Section 42(g). 3. Premises and Appurtenances. Landlord leases to Tenant and Tenant leases from Landlord the Premises for the Term. Tenant, and its authorized representatives, shall have the right to use, in common with others and subject to the Rules and Regulations, the Common Areas on the first floor and exterior of the Building. Tenant shall have access to the Premises 24 hours a day, seven days a week. Landlord shall have the right, in Landlord's sole discretion, from time to time to (i) make changes to the Building interior and exterior and Common Areas, including without limitation, changes in the location, size, shape, number and appearance, (ii) to close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available, and (iii) to use the Common Areas while engaged in making additional improvements, repairs or alterations to the Building. All of the windows and exterior walls of the Premises and any space in the Premises used for shafts, stacks, pipes, conduits, ducts, electrical equipment or other utilities or Building facilities are reserved solely to Landlord and Landlord shall have rights of access through the Premises, with prior contact to Tenant's office and with the least impact reasonably possible on Tenant, for the purpose of operating, maintaining and repairing the same, provided, however, that such changes shall not materially affect Tenant's access to, or use and occupancy of the Premises. 4. Term. (a) Commencement Date. The Term shall commence on the Commencement Date and expire on the Expiration Date, unless sooner terminated pursuant to this Lease. The Commencement Date shall be: (i) The date specified in Section 1, unless notice is delivered pursuant to Subsection 4(a)(ii), in which case the Commencement Date shall be such later date, or Tenant occupies the Premises earlier pursuant to Subsection 4(a)(iii), in which case the Commencement Date shall be such earlier date; (ii) Such later date on which the Tenant Improvements to be made to the Premises by Landlord are Substantially Complete, provided, however, that Landlord shall give notice of substantial completion to Tenant at least five (5) days before such date; (iii) If Tenant shall occupy the Premises for the Permitted Use prior to the Commencement Date specified in Section 1 or the date specified in the notice provided for pursuant to Subsection 4(a)(ii), then the date of such early occupancy shall be the Commencement Date. (b) Tenant Termination Rights. Tenant agrees that in the event of the inability of Landlord to deliver possession of the Premises on the Scheduled Commencement Date for any reason, Landlord shall not be liable for any damage resulting from such inability, but Tenant shall not be liable for any rent until the time when Landlord can, after notice to Tenant, deliver possession of the Premises to Tenant. No such failure to give possession on the Scheduled Commencement Date shall affect the other obligations of Tenant under this Lease, except that if Landlord is unable to deliver possession of the Premises within one hundred twenty (120) calendar days after the Scheduled Commencement Date 2 7e. - Community Services Department recommends approval of a five-year lease Page 94 of 170 (other than as a result of strikes, shortages of materials, holdover tenancies or similar matters beyond the reasonable control of Landlord and Tenant is notified by Landlord in writing as to such delay), Tenant shall have the option to terminate this Lease unless said delay is as a result of: (a) Tenant's failure to agree to plans and specifications and/or construction cost estimates or bids; (b) Tenant's request for materials, finishes or installations other than Landlord's standard except those, if any, that Landlord shall have expressly agreed to furnish without extension of time agreed by Landlord; (c) Tenant's change in any plans or specifications; or, (d) performance or completion by a party employed by Tenant (each of the foregoing, a "Tenant Delay"). If any delay is the result of a Tenant Delay, the Commencement Date and the payment of rent under this Lease shall be accelerated by the number of days of such Tenant Delay. (c) Confirmation of Commencement Date. When the Commencement Date as provided in Subsection 4(a)(ii) or Subsection 4(a)(iii) has been established as an earlier or later date than the Commencement Date specified in Section 1, Landlord shall confirm the Commencement Date by notice to Tenant. 5. Minimum Monthly Rent; Late Charge. (a) Minimum Monthly Rent. Tenant shall pay to Landlord the Minimum Monthly Rent without deduction, offset, prior notice or demand, in advance on the first day of each month during the Term. Minimum Monthly Rent for any partial month shall be prorated at the rate of 1/30th of the Minimum Monthly Rent per day. Minimum Monthly Rent is exclusive of any sales, franchise, business or occupation or other tax based on rents (other than Landlord's general income taxes) and should such taxes apply during the Term, the Minimum Monthly Rent shall be increased by the amount of such taxes. All Rent shall be paid to Landlord at Landlord's Address for Payment of Rent or at such other address as Landlord may specify by notice to Tenant. (b) Late Charge. Tenant acknowledges that the late payment by Tenant of any Rent will cause Landlord to incur administrative, collection, processing and accounting costs and expenses not contemplated under this Lease, the exact amount of which are extremely difficult or impracticable to fix. Therefore, if any Rent is not received by Landlord from Tenant by the fifth (5th) calendar day after such Rent is due, Tenant shall immediately pay to Landlord a late charge equal to five percent (5%) of the amount of such Rent or Seventy-five and No/100th Dollars ($75.00), whichever is greater. Landlord and Tenant agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Landlord for its loss caused by Tenant's nonpayment. Should Tenant pay said late charge but fail to pay contemporaneously therewith all unpaid amounts of Rent, Landlord's acceptance of this late charge shall not constitute a waiver of Tenant's default with respect to Tenant's nonpayment nor prevent Landlord from exercising all other rights and remedies available to Landlord under this Lease or under law. 6. Prepaid Rent and Security Deposit. As partial consideration for Landlord's execution of this Lease, on execution of this Lease, Tenant shall deposit with Landlord the Prepaid Rent, as monthly rent for the first full month of the Term for which Rent is payable, and the Security Deposit, as a Security Deposit for the performance by Tenant of the provisions of this Lease. If Tenant is in default, Landlord may use the Security Deposit, or any portion of it, to cure the default, including without limitation, paying for the cost of any work necessary to restore the Premises, the Tenant improvements and any alterations to good condition or to compensate Landlord for all damage sustained by Landlord resulting from Tenant's default. Tenant shall within five (5) calendar days of demand pay to Landlord a sum equal to the portion of the Security Deposit expended or applied by Landlord as provided in this Section so as to maintain the Security Deposit in the sum initially deposited with Landlord. If Tenant is not in default as of the expiration or termination of the Term, including without limitation, in default in payment of the Rent for the last month of the Term, then Landlord shall return the Security Deposit, without interest, to Tenant within a reasonable period of time not to exceed thirty (30) calendar days after the expiration or termination of the Term, provided, however, that Landlord may retain a portion of the Security Deposit for payment of increases in Real Property Taxes and Operating Costs the exact amount of which has not been determined as of the expiration or termination of the Term. Landlord's obligations with respect to the Security Deposit are those of a debtor and not a trustee. Landlord may commingle the Security Deposit with Landlord's general and other funds. 7. Real Property Taxes. (a) Payment of Tenant's Share of Increases in Real Property Taxes. Tenant shall pay to Landlord, as Additional Rent, monthly, in advance on the first day of each month during the Term, an amount equal to one-twelfth (1/12th) of Tenant's Share of all increases in Real Property Taxes that are or will be levied or assessed against the Property during each calendar year during the Term over and above the Real Property Taxes that are levied or assessed against the Property during the Base Year as reasonably estimated by Landlord. Such Additional Rent is exclusive of any sales, franchise, business or occupation or other tax based on rents and should such taxes apply during the Term, such Additional Rent shall be increased by the amount of such taxes. Within one hundred twenty (120) calendar days after the end of each calendar year during the Term or within such longer period of time as may be reasonably necessary, Landlord shall furnish to Tenant a statement of the Real Property Taxes for the preceding calendar year and Tenant's Share of the increase in Real Property Taxes. If Tenant's Share of the increase in such Real Property Taxes for that calendar year over such Real Property Taxes for the Base Year exceeds the monthly payments made by Tenant, then Tenant shall pay Landlord the deficiency within thirty (30) calendar days after receipt of the statement. If Tenant's payments made during that calendar year exceed Tenant's Share of the increase in such Real Property Taxes for that calendar year over such Real Property Taxes for the Base Year, then, at Landlord's option, either Landlord shall pay Tenant the excess at the time Landlord furnishes the statement to Tenant, or Tenant 3 7e. - Community Services Department recommends approval of a five-year lease Page 95 of 170 shall be entitled to offset the excess against the next installment(s) of Minimum Monthly Rent and Additional Rent, provided, however, that at the end of the Term Landlord shall pay Tenant the excess at the time Landlord furnishes the statement to Tenant. (b) General and Special Assessments. With respect to any general or special assessments which may be levied against or upon the Property, or which under the laws then in force may be evidenced by improvement or other bonds or may be paid in annual installments, only the amount of such annual installment, and interest due thereon, shall be included in the computation of Real Property Taxes. (c) Proration. Tenant's Share of Real Property Taxes shall be prorated on the basis of a 360-day year to account for any fractional portion of a tax year included in the Term at its commencement and expiration. (d) No Effect on Minimum Monthly Rent. Notwithstanding anything to the contrary in this Section, the Minimum Monthly Rent payable by Tenant shall in no event be less than the Minimum Monthly Rent specified in Section 1. (e) Leasehold Excise Tax. Notwithstanding anything to the contrary contained in this Section 7. Landlord and Tenant agree that Landlord is a municipal corporation under the State of Washington, and, as such, pays leasehold excise taxes based on rent in lieu of Real Property Taxes. For purposes of establishing a Base Year for taxes based on rent, Landlord and Tenant shall agree upon a tax assessment based on the valuation of the Property for the Base Year, and Tenant shall pay to Landlord as Additional Rent, monthly, in advance on the first day of each month during the Term, an amount equal to one-twelfth (1/12th) of Tenant's Share of all increases in the valuation of the Property over the agreed upon Base Year valuation that are or will be levied or assessed against the Property for each calendar year during the Term. 8. Personal Property Taxes. Tenant shall pay prior to delinquency all personal property taxes assessed against and levied upon trade fixtures, furnishings, equipment and all other personal property of Tenant contained in the Premises or elsewhere. If possible, Tenant shall cause such trade fixtures, furnishings, equipment and all other personal property of Tenant to be assessed and billed separately from the Property. 9. Operating Costs. (a) Payment of Tenant's Share of Increases in Operating Costs. Tenant shall pay to Landlord, as Additional Rent, monthly, in advance on the first day of each month during the Term, an amount equal to one-twelfth (1/12th) of Tenant's Share of the increase in the Operating Costs of the Property for each calendar year during the Term over the Operating Costs for the Base Year as reasonably estimated by Landlord. Landlord may, in accordance with sound accounting and management principles, both reasonably estimate, and finally determine, the Operating Costs for the Base Year and for each calendar year during the Term based on the Operating Costs that would have been incurred if the Building had been 95% occupied during the Base Year or each such calendar year, as the case may be, taking into account historical operating costs for the Building. Landlord may, in accordance with sound accounting and management principles, make any other appropriate changes to reflect adjustments to Operating Costs for prior years or for the then current calendar year. Such Additional Rent is exclusive of any sales, franchise, business or occupation or other tax based on rents and should such taxes apply during the Term, such Additional Rent shall be increased by the amount of such taxes. Within one hundred twenty (120) calendar days after the end of each calendar year during the Term or within such longer period of time as may be reasonably necessary, Landlord shall furnish to Tenant a statement of the Operating Costs for the preceding calendar year and Tenant's Share of the increase in the Operating Costs. If Tenant's Share of the increase in the Operating Costs for that calendar year over the Operating Costs for the Base Year exceeds the monthly payments made by Tenant, then Tenant shall pay Landlord the deficiency within thirty (30) calendar days after receipt of the statement. If Tenant's payments made during that calendar year exceed Tenant's Share of the increase in the Operating Costs for that calendar year over the Operating Costs for the Base Year, then, at Landlord's option, either Landlord shall pay Tenant the excess at the time Landlord furnishes the statement to Tenant, or Tenant shall be entitled to offset the excess against the next installment(s) of Minimum Monthly Rent and Additional Rent, provided, however, that at the end of the Term Landlord shall pay Tenant the excess at the time Landlord furnishes the statement to Tenant. (b) Proration. Tenant's Share of Operating Costs shall be prorated on the basis of a 360- day year to account for any fractional portion of a year included in the Term at its commencement and expiration. (c) No Effect on Minimum Monthly Rent. Notwithstanding anything to the contrary in this Section, the Minimum Monthly Rent payable by Tenant shall in no event be less than the Minimum Monthly Rent specified in Section 1. 10. Use. Tenant shall use the Premises for the Permitted Use and for no other use without Landlord's prior written consent Tenant's use of the Premises shall be in accordance with the following: (a) Insurance. Tenant shall not do, bring, or keep anything in or about the Premises or the Property that will cause a cancellation of any insurance covering the Property or jeopardize such insurance coverage. If the rate of any insurance carried by Landlord on the Property as published by the Washington Survey and Rating Bureau, or any successor rating bureau or agency, is increased as a 4 7e. - Community Services Department recommends approval of a five-year lease Page 96 of 170 result of Tenant's use, then Tenant shall pay to Landlord not less than ten (10) calendar days before the date Landlord is obligated to pay a premium on the insurance, a sum equal to the difference between the original premium and the increased premium. (b) Compliance with Laws. Tenant shall comply with all Laws and this Agreement concerning the Premises and Tenant's use of the Premises, Building, Common Areas or Land. (c) Waste, Nuisance and Improper Use. Tenant shall not use the Premises in any manner that will constitute waste, nuisance or unreasonable annoyance to other tenants in the Building, including without limitation, (i) unreasonable noises, (ii) the use of loudspeakers or sound or light apparatus that can be heard or seen outside the Premises, (iii) for cooking or other activities that cause odors that can be detected outside the Premises, or (iv) for lodging or sleeping rooms. (d) Damage to Property or Premises. Tenant shall not do anything in, on or about the Premises that will cause damage to the Property or the Premises. (e) Rules and Regulations. Tenant and its authorized representatives shall comply with the Rules and Regulations set forth on Exhibit D attached. Landlord shall have the sole right to reasonably amend the Rules and Regulations from time to time. In the event of a conflict between this Lease and the Rules and Regulations, as amended, this Lease shall control. Landlord shall have the right to enforce the Rules and Regulations. Landlord shall have no liability or responsibility whatsoever with respect to the noncompliance by other tenants or their authorized representatives with any of such Rules and Regulations. Notwithstanding anything herein to the contrary, Tenant's obligation to comply with Rules and Regulations shall be limited to the extent that a copy of such rules and regulations shall have been furnished or made available to Tenant. 11. Hazardous Substances. Tenant shall not dispose of or otherwise allow the release of any Hazardous Substances in, on or under the Premises, or the Property, or in any tenant improvements or alterations placed on the Premises by Tenant. Tenant represents and warrants to Landlord that Tenant's intended use of the Premises does not involve the use, production, disposal or bringing on to the Premises of any Hazardous Substances, except for products normally used in general business offices which constitute Hazardous Substances, provided that such products are used, stored and disposed of in accordance with applicable laws and manufacturer's and supplier's guidelines. Tenant shall promptly comply with all Laws 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 Substances, on or under the Premises or the Property, or incorporated in any tenant improvements or alterations, at Tenant's expense. (a) Compliance; Notification. 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 and the Property, provided, however that Landlord shall not be obligated to give Tenant notice and an opportunity to effect such compliance if (i) such delay might result in material adverse harm to the Premises, or the Property, or (ii) an emergency exists. 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 expiration or termination of the Term. Tenant shall notify Landlord immediately of any release of any Hazardous Substances on the Premises or the Property. (b) Indemnity by Tenant. Tenant agrees to hold Landlord harmless from and against any and all damages, charges, cleanup costs, remedial actions, costs and expenses, which may be imposed on, incurred or paid by, or asserted against Landlord, the Premises or the Property by reason of, or in connection with (1) any misrepresentation, breach of warranty or other default by Tenant under this Lease, or (2) the acts or omissions of Tenant, its authorized representatives, or any subtenant or other person for whom Tenant would otherwise be liable, resulting in the release of any Hazardous Substances on the Premises or the Property. (c) Indemnity by Landlord. Landlord agrees to hold Tenant harmless from and against any and all damages, charges, cleanup costs, remedial actions, costs and expenses, which may be imposed on, incurred or paid by, or asserted against Tenant, the Premises or the Property by reason of, or in connection with the acts or omissions of Landlord, or its employees, resulting in the release of any Hazardous Substances on the Premises or the Property. (d) Landlord's Obligations. Landlord and Tenant each warrants, represents and covenants that it shall not use any Hazardous Substances in the Premises or any utility system or other facility which serves the Building, whether located in the Premises or in other portions of the Building (the "Support Systems), and Landlord further warrants and represents that, to the best of Landlord's knowledge, there are no Hazardous Substances in the Premises or the Support Systems. Landlord covenants and agrees to comply with all Laws pertaining to Hazardous Substances, health or the environment ("Environmental Laws"). If Hazardous Substances are discovered in the Premises or Support Systems at any time during the Term, then Tenant shall have the right to vacate the Premises and Landlord shall, at its sole cost and expense, promptly perform all work required to remove any and all Hazardous Substances and deliver to Tenant of a clearance certificate from the applicable governmental jurisdiction (or, if no governmental jurisdiction issues such certificate, then from a licensed environmental hygienist) certifying the complete removal thereof (the "Abatement Work") and repair or replace all improvements damaged by the Abatement Work. All Rent shall totally abate from the date on which the Hazardous Substances are discovered and Tenant has ceased conducting business from the affected portion(s) of the Premises until 5 7e. - Community Services Department recommends approval of a five-year lease Page 97 of 170 the date on which the Abatement Work is complete and all damaged improvements are repaired or replaced to the extent that Tenant may reoccupy the entire Premises for the conduct of Tenant's business. Landlord shall indemnify, defend and hold Tenant harmless from and against any and all costs associated with the presence of Hazardous Substances within the Premises, including the disruption of Tenant's business and its quiet and peaceful possession of the Premises, relating to any Hazardous Substances in the Premises or Support Systems and provided that such Hazardous Substances were not installed therein by Tenant or Tenant's agents. Landlord shall be solely responsible for and shall comply with all legal requirements with respect to Hazardous Substances in the Premises, provided that such Hazardous Substances were not installed thereon by Tenant or Tenant's agents. (e) Survival. The provisions of this Section shall survive the expiration or sooner termination of the Term. No subsequent modification or termination of this Lease by agreement of the parties or otherwise shall be construed to waive or to modify any provisions of this Section unless the termination or modification agreement or other document expressly so states in writing. 12. Landlord's Maintenance; Inclusion in Operating Costs. Landlord's Maintenance. Except as provided in Section 13 captioned "Tenant's Maintenance; Remedies", Section 23 captioned "Destruction" and Section 24 captioned "Condemnation" and except for damage caused by any negligent or intentional act or omission of Tenant or its authorized representatives, Landlord shall maintain in good condition and repair the following: (i) the structural parts of the Building, which structural parts include only the foundations, bearing and exterior walls, exterior glass, glass entrance doors (excluding interior glass and interior glass doors), subflooring and roof, (ii) the building standard lighting fixtures, window coverings and ceiling tiles and the unexposed electrical, plumbing and sewage systems, including without limitation, those portions lying outside the Premises, (iii) the heating, ventilating and air-conditioning system, if any, servicing the Building, (iv) the lobbies, corridors, elevators, public or common restrooms and other common areas on the first floor of the Building, and (v) the sidewalks, grounds, landscaping, parking and loading areas, if any, and other exterior common areas of the Property. If Landlord shall fail to perform any obligation under this Lease required to be performed by Landlord, Landlord shall not be deemed to be in default nor subject to any claims for damages of any kind, unless such failure shall have continued for a period of thirty (30) calendar days after notice thereof by Tenant (provided, if the nature of Landlord's failure is such that more time is reasonably required in order to cure, Landlord shall not be in default if Landlord commences to cure within such period and thereafter diligently seeks to cure such failure to completion). If Landlord shall default and shall fail to cure as provided herein, Tenant shall have such rights and remedies as may be available to Tenant under applicable Laws, subject to the other provisions of this Lease; provided, Tenant shall have no right of self-help to perform repairs or any other obligation of Landlord, and shall have no right to withhold, set-off, or abate Rent, or terminate this Lease, and Tenant hereby expressly waives the benefit of any Law to the contrary. Inclusion in Operating Costs. The cost of maintaining, repairing, replacing or servicing the portions of the Building that Landlord is required to maintain pursuant to this Section shall be included in Operating Costs to the extent provided in Section 9 captioned "Operating Costs". 13. Tenant's Maintenance; Remedies. (a) Tenant's Maintenance. Except as provided in Section 12 captioned "Landlord's Maintenance; Inclusion in Operating Costs", Section 23 captioned "Destruction" and Section 24 captioned "Condemnation" and except for damage caused by any grossly negligent or intentional act or omission of Landlord or its authorized representatives, Tenant, at its cost, shall maintain in good condition and repair the Premises, including without limitation, all of the Tenant Improvements, Tenant's alterations, Tenant's trade fixtures, Tenant's personal property, signs, walls, interior partitions, wall coverings, windows, non- building standard window coverings, glass within the Premises, doors, carpeting and resilient flooring, non-building standard ceiling tiles, plumbing fixtures and non-building standard lighting fixtures. Tenant shall be liable for any damage to the Premises and the Building resulting from the acts or omissions of Tenant, Tenant's guests, Tenant's invitees, or its authorized representatives. (b) Landlord's Remedies. If Tenant fails to maintain the Premises in good condition and repair as required by Subsection 13(a) and if such failure is not cured within thirty (30) calendar days after notice of such failure is given by Landlord to Tenant, then Landlord may, at its option, cause the Premises to be maintained in good condition and repair and Tenant shall promptly reimburse Landlord for all reasonable costs incurred by Landlord in performance of Tenant's obligation to maintain the Premises, or may determine, in its sole reasonable discretion, that Tenant is in breach of this Agreement and pursue any and all remedies available under the law. 14. Tenant Improvements; Alterations and Trade Fixtures. (a) Tenant Improvements. Tenant accepts the Premises in their "AS IS" condition without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements or to provide any allowances unless otherwise expressly provided in this Lease or in the Work Letter attached hereto as Exhibit C. Tenant shall not make any improvements or alterations to the Premises without Landlord's prior written consent which shall not be unreasonably withheld, conditioned or delayed. (b) Alterations. Any improvements and alterations made by either party shall remain on and be surrendered with the Premises on expiration or termination of the Term, except that Landlord can elect by giving notice to Tenant within thirty (30) calendar days before the expiration of the Term, or within thirty 6 7e. - Community Services Department recommends approval of a five-year lease Page 98 of 170 (30) calendar days after termination of the Term, to require Tenant to remove any improvements and alterations that Tenant has made to the Premises. If Landlord so elects, Tenant, at its cost, shall restore the Premises to the condition designated by Landlord in its election, before the last day of the Term, or within thirty (30) calendar days after notice of election is given, whichever is later. Any improvements and alterations that remain on the Premises on expiration or termination of the Term shall automatically become the property of Landlord and title to such improvements and alterations shall automatically pass to Landlord at such time without any payment or liability of Landlord to Tenant. If Tenant or its authorized representatives make any improvements or alterations to the Premises as provided in this Section, then such improvements and alterations (i) shall be made in a first class manner in conformity with then building standard improvements, (ii) shall be made utilizing then building standard materials, (iii) shall be made in compliance with the Rules and Regulations and the reasonable directions of Landlord, (iv) shall be made pursuant to a valid building permit to be obtained by Tenant, at its sole cost, and (v) shall be made in conformity with all then applicable laws, including without limitation, building codes. (c) Trade Fixtures. Tenant shall not install any trade fixtures in or on the Premises without Landlord's prior written consent. 15. Mechanics' Lien(s). Tenant shall pay, or cause to be paid, all costs of labor, services and/or materials supplied in connection with any Work. Tenant shall keep the Premises free and clear of all mechanics' liens and other liens resulting from any Work. Prior to the commencement of any Work costing more than an amount equal to one (1) month's Minimum Monthly Rent, or the supply or furnishing of any labor, services and/or materials in connection with any such Work, Tenant shall provide Landlord with a labor and material payment bond, a letter of credit or other security satisfactory to Landlord in an amount equal to one hundred percent (100%) of the aggregate price of all contracts therefor, with release of the bond conditioned on Tenant's prompt payment in full of all claims of lien claimants for such labor, services and/or materials supplied in the prosecution of the Work. Said payment bond shall name Landlord as a primary obligee, shall be given by a surety which is satisfactory to Landlord, and shall be in such form as Landlord shall approve in its sole discretion. Tenant shall have the right to contest the correctness or validity of any such lien if, immediately on demand by Landlord, it procures and records a lien release bond issued by a responsible corporate surety in an amount sufficient to satisfy statutory requirements of the State of Washington. Tenant shall promptly pay or cause to be paid all sums awarded to the claimant on its suit, and, in any event, before any execution is issued with respect to any judgment obtained by the claimant in its suit or before such judgment becomes a lien on the Premises, whichever is earlier, if Tenant shall be in default under this Section, by failing to provide security for or satisfaction of any mechanic's or other liens, then Landlord may in its sole discretion (but shall not be obligated to), in addition to any other rights or remedies it may have, discharge said lien by (i) paying the claimant an amount sufficient to settle and discharge the claim, (ii) procuring and recording a lien release bond, or (iii) taking such other action as Landlord shall deem necessary or advisable, and, in any such event, Tenant shall pay as Additional Rent, on Landlord's demand, all reasonable costs (including reasonable attorneys' fees) incurred by Landlord in settling and discharging such lien together with any interest in accordance with Section 39 captioned "Interest on Unpaid Rent" from the date of Landlord's payment of said costs. Landlord's payment of such costs shall not waive any default of Tenant under this Section or any rights, remedies and/or claims available to Landlord. 16. Utilities and Services. (a) Utilities and Services Furnished by Landlord. Landlord shall furnish the Premises with: (i) Electricity for lighting and power suitable for the use of the Premises for ordinary general office purposes; provided, however, that Tenant shall not at any time have a connected electrical load for lighting purposes in excess of the wattage per square foot of the Premises required for building standard amounts of lighting, or a connected load for all other power requirements in excess of four (4) watts per square foot of the Premises as determined by Landlord, and the electricity so provided for lighting and power shall not exceed such limits, subject to any lower limits set by any governmental authority with respect thereto; (ii) Subject to the reasonable limitations of the existing building systems, heating, ventilating and air-conditioning, if the Building has an air-conditioning system, to maintain a temperature range in the Premises which is customary for similar office space in the Seattle, Washington area (but in compliance with any applicable governmental regulations). Tenant agrees to keep closed, when necessary, blinds, draperies and windows which must be closed to provide for the efficient operation of the heating and air conditioning systems, if any, and Tenant agrees to cooperate with Landlord and to abide by the regulations and requirements which Landlord may prescribe for the proper functioning and protection of the heating, ventilating and air-conditioning system, if any. If Tenant requires heating, ventilating and air conditioning to the Premises other than during Tenant's normal business hours from 6:00 A.M. to 7:00 P.M. Monday through Friday, 9:00 A.M. to 6 P.M on Saturdays, and 9 A.M. to 2 P.M. Sundays, except those legal holidays generally observed in the State of Washington, Landlord shall, upon Tenant's request made not less than 24 hours before the time Tenant requires the after hour service, and not later than Noon on the Friday before any Saturday or Sunday on which Tenant requires such service, and not later than Noon of the day before any holiday on which Tenant requires such service (except as otherwise provided in the Rules and Regulations), furnish such heating, ventilating and air conditioning. If Tenant receives such services, then Tenant shall pay, upon demand, an amount equal to Tenant's proportionate share of the actual direct cost to Landlord in providing the heating, ventilating and air conditioning outside of normal business hours which Landlord and Tenant agree will be $35.00 per hour at this time; (iii) Water for restroom and drinking purposes and access to restroom facilities; 7 7e. - Community Services Department recommends approval of a five-year lease Page 99 of 170 (iv) Elevator service for general office pedestrian usage if the Building is serviced by elevators; (v) Relamping of building-standard light fixtures; (vi) Washing of interior and exterior surfaces of exterior windows with reasonable frequency; and (vii) Janitorial service five (5) times a week, except for holidays. (b) Payment for Excess Utilities and Services. All services and utilities for the Premises not required to be furnished by Landlord pursuant to Section 16(a) shall be paid for by Tenant. If Tenant requires, on a regular basis, water, heat, air conditioning, electric current, elevator or janitorial service in excess of that provided for in Section 16(a), then Tenant shall first obtain the consent of Landlord which consent may be withheld in Landlord's sole discretion. If Landlord consents to such excess use, Landlord may install and/or utilize any device or technology, including but not limited to an electric current or water meter to measure the excess electric current or water consumed by Tenant or may cause the excess usage to be measured by other reasonable methods (e.g. by temporary "check" meters or by survey). Tenant shall pay to Landlord upon demand (i) the cost of any and all water, heat, air conditioning, electric current, janitorial, elevator or other services or utilities required to be furnished to Tenant in excess of the services and utilities required to be furnished by Landlord as provided in Section 16(a); (ii) the cost of installation, maintenance and repair of any meter installed in the Premises; (iii) the cost of all electricity and water consumed by Tenant in connection with any dedicated heating, ventilating and/or air conditioning, computer power and/or air conditioning, telecommunications or other special systems of Tenant, including any power usage other than through existing standard 110-volt AC outlets; and (iv) any reasonable cost incurred by Landlord in keeping account of or determining such excess utilities or services furnished to Tenant. Landlord's failure to bill Tenant for any such excess utilities or services shall not waive Landlord's right to bill Tenant for the excess at a later time. (c) Temperature Balance. Landlord makes no representation to Tenant regarding the adequacy or fitness of the heating, ventilating and air-conditioning systems in the Building to maintain temperatures that may be required for, or because of, any of Tenant's equipment other than normal office equipment, such as personal computers, laser printers, copiers, dictating machines and other small equipment normally used in business offices, and Landlord shall have no liability for any inconvenience, loss or damage suffered by Tenant or others related in any manner to temperature or comfort. If the temperature otherwise maintained in any portion of the Premises by the heating, air conditioning or ventilation system is affected as a result of (i) any lights, machines or equipment (including without limitation electronic data processing machines) used by Tenant in the Premises or the use of more than one personal computer for each person, (ii) the occupancy of the Premises by more than one person for each twenty (20) square feet of rentable area therein, (iii) an electrical load for lighting or power in excess of the limits per square foot of rentable area of the Premises specified in Section 16(a), or (iv) any rearrangement of partitioning or other improvements, Landlord may install and utilize any equipment, or modify any existing equipment (including the standard air conditioning equipment) Landlord deems necessary to restore the temperature balance. The cost of any such equipment, including without limitation, the cost of design and installation thereof, and the cost of operating, metering, maintaining or repairing the same, shall be paid by Tenant to Landlord upon demand. Tenant shall not install or operate window-mounted heating or air-conditioning units. (d) Special Electrical or Water Connections; Electricity Use. Tenant will not, without the prior written consent of Landlord, which Landlord in its sole discretion may refuse, connect or use any apparatus or device in the Premises (i) using current in excess of 110 volts or (ii) which will cause the amount of electricity, water, heating, air conditioning or ventilation furnished to the Premises to exceed the amount required for use of the Premises for ordinary general office purposes, as determined by Landlord, during normal business hours or (iii) which would cause Tenant's connected load to exceed any limits established in Section 16(a). Tenant shall not connect with electric current except through existing outlets in the Premises and shall not connect with water pipes except through existing plumbing fixtures in the Premises. In no event shall Tenant's use of electricity exceed the capacity of existing feeders to the Building or the risers or wiring installation, and Landlord may prohibit the use of any electrical equipment which in Landlord's opinion will overload such wiring or interfere with the use thereof by other tenants in the Building. If Landlord consents to the use of equipment requiring such changes, Tenant shall pay the entire cost of installing any additional risers, panels or other facilities that may be necessary to furnish energy to the Premises. Landlord will not permit additional coring of the floor of the Premises in order to install new electric outlets in the Premises unless Tenant furnishes Landlord with X-ray scans of the floor area where the Tenant wishes to place additional electrical outlets and Landlord, in its sole discretion, is satisfied, on the basis of such X-ray scans and other information obtained by Landlord, that coring of the floor in order to install such additional outlets will not weaken the structure of the floor or the Building. (e) Landlord's Duties. The Parties agree that Landlord shall not be in default under this Lease or liable for any damages resulting from, or incidental to, any of the following, nor shall any of the following be an actual or constructive eviction of Tenant, nor shall the Rent be abated, offset or withheld by reason of: (i) failure to furnish or delay in furnishing any of the services described in this Agreement when such failure or delay is caused by accident or any condition beyond the reasonable control of Landlord, including the making of necessary repairs or improvements to the Premises or to the Building, (ii) any electrical surges or spikes, or (iii) failure to make any repair or to perform any maintenance, unless 8 7e. - Community Services Department recommends approval of a five-year lease Page 100 of 170 such failure shall persist for an unreasonable time after notice of the need for such repair or maintenance is given to Landlord by Tenant. Landlord shall use reasonable efforts to remedy any interruption in the furnishing of such services. Notwithstanding the foregoing, if, due to any act or omission by Landlord, its agents, employees or contractors, any utility or other service to the Premises is interrupted for forty-eight (48) consecutive hours or more and, as a result thereof, Tenant is unable to continue its normal business operations in the Premises, all rent and other charges payable hereunder shall be proportionally reduced for the period during which such interruption exists taking into account all of the relevant facts and circumstances. In addition, if the interruption shall continue for sixty (60) consecutive calendar days or more, Tenant shall have the right to terminate this Lease upon written notice to Landlord. In the event of any such interruption of any utility or other service to the Premises, Landlord shall use reasonable diligence to restore such service as soon as practicable. (f) Governmental Regulations. Any other provisions of this Section notwithstanding, if any governmental authority or utility supplier imposes any laws, controls, conditions, or other restrictions upon Landlord, Tenant, or the Building, relating to the use or conservation of energy or utilities, mandated changes in temperatures to be maintained in the Premises or the Building or the reduction of automobile or other emissions (collectively, the "Controls"), or in the event Landlord is required or elects to make alterations to the Building in order to comply with the Controls, Landlord may, in its sole discretion, comply and may require Tenant to comply with the Controls or make such alterations to the Building in order to comply with the Controls. Such compliance and the making of such alterations shall not constitute an actual or constructive eviction of Tenant, impose on Landlord any liability whatsoever, or entitle Tenant to any abatement of Rent. 17. Indemnity. (a) Generally. Tenant shall defend, indemnify, and hold harmless Landlord, its elected officials, agents, officers, officials, employees and volunteers from and against any and all claims, suits, actions, or liabilities for injury or death of any person, or loss of damage to property, which arises out of Tenant's use of the Premises or Common Areas, the supervision or lack of supervision of the Tenant's guests or invitees, or from the conduct of Tenant's business, or from any activity, work or thing done, permitted, or suffered by Tenant in or about the Premises, Common Areas or Building, except only such injury or damage as shall have been solely caused by the negligence of Landlord. Landlord shall defend, indemnify, and hold harmless Tenant, its officers, officials, agents and employees from and against any and all claims, suits, actions, or liabilities for injury or death of any person, or loss of damage to property, which arises out of any damage to any persons or property occurring in, on or about the Premises, Common Areas or the Property resulting from the acts or omissions of Landlord or its authorized representatives within the scope of their official duties or responsibilities, excluding any injury, death, loss or damage which arises as a result of Tenant's negligence or Tenant's guests or invitee's negligence. A party's obligation under this Section to indemnify and hold the other party harmless shall not be limited to the sum that exceeds the amount of insurance proceeds, if any, received by the party being indemnified. (b) Provisions Specifically Negotiated. LANDLORD AND TENANT ACKNOWLEDGE BY THEIR EXECUTION OF THIS LEASE THAT EACH OF THE INDEMNIFICATION PROVISIONS OF THIS LEASE (SPECIFICALLY INCLUDING BUT NOT LIMITED TO THOSE RELATING TO WORKER'S COMPENSATION BENEFITS AND LAWS) WERE SPECIFICALLY NEGOTIATED AND AGREED TO BY LANDLORD AND TENANT. 18. Exemption of Landlord from Liability. Landlord and Landlord's Agent shall not be liable for injury to Tenant's business or loss of income therefrom or for damage which may be sustained by the person, goods, wares, merchandise or property of Tenant, its authorized representatives, or any other person in or about the Premises, caused by or resulting from fire, steam, electricity, gas, water or rain, which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, whether the said damage or injury resulting from conditions arising upon the Premises or upon other portions of the Building or the Property unless such injury or damage is caused by the gross negligence or willful misconduct of Landlord or its authorized representatives. 19. Commercial General Liability and Property Damage Insurance. Tenant, at its cost, shall procure and maintain commercial general liability insurance (including contractual liability and products and completed operations liability) with liability limits of not less than $2,000,000 for each occurrence, and $3,000,000 annual aggregate or $5,000,000 annual aggregate if the Premises contains 5,000 rentable square feet of space or more, insuring against all liability of Tenant and its authorized representatives arising out of or in connection with Tenant's use and occupancy of the Premises and property damage insurance with liability limits of not less than $1,000,000. Such limits may be achieved through the use of umbrella liability insurance otherwise meeting the requirements of Section 22. All such commercial general liability and property damage insurance shall insure performance by Tenant of the indemnity provisions of Section 17 captioned "Indemnity" Landlord and Landlord's Agent shall be named as an Additional Insured on such insurance policy, on a primary and noncontributory basis. 20. Tenant's Fire Insurance. Tenant, at its cost, shall maintain on all of Tenant's Alterations, Trade Fixtures and Personal Property in, on or about the Premises, a policy of standard All Risk fire insurance, in an amount equal to at least their full replacement cost. The proceeds of any such policy shall be used 9 7e. - Community Services Department recommends approval of a five-year lease Page 101 of 170 by Tenant for the restoration of Tenant's Alterations and Trade Fixtures and the replacement of its Personal Property. Any portion of such proceeds not used for such restoration shall belong to Tenant. 21. Waiver of Claims; Waiver of Subrogation Landlord and Tenant release each other, and their respective authorized representatives, from, and waive their entire claim of recovery for, any claims for damage to the Premises and the Building and to Tenant's alterations, trade fixtures and personal property that are caused by or result from fire, lightning or any other perils normally included in an "all risk" property insurance policy whether or not such loss or damage is due to the negligence of Landlord, or its authorized representatives, or of Tenant, or its authorized representatives. Landlord and Tenant shall cause each insurance policy obtained by it to provide that the insurance company waives all right of recovery by way of subrogation against either party in connection with any damage covered by such insurance policy. 22. Other insurance Matters. All insurance required to be carried by Tenant under this Lease shall: (i) be issued by insurance companies authorized to do business in the State of Washington with a rating of AA/I or better as rated in the most recent edition of Best's Insurance Reports; (ii) be issued as a primary policy, and (iii) contain an endorsement requiring thirty (30) calendar days' prior written notice from the insurance company to both parties, to Landlord's Agent, Landlord's Risk Manager, and, if requested by Landlord, to Landlord's lender, before cancellation or change in the coverage, scope, or amount of any policy. Each policy or a certificate of the policy, together with evidence of payment of premiums, shall be deposited with Landlord on or before the Commencement Date, and on renewal of the policy not less than ten (10) calendar days before expiration of the term of the policy. 23. Destruction. (a) Insured Damage. If during the Term the Premises or the Building are partially or totally destroyed by any casualty that is covered by any insurance carried by Landlord covering the Building, rendering the Premises partially or totally inaccessible or unusable, Landlord shall restore the Premises or the Building to substantially the same condition as they were in immediately before such destruction, if (i) the insurance proceeds available to Landlord equal or exceed the cost of such restoration, (ii) in the opinion of a registered architect or engineer appointed by Landlord such restoration can be completed within one hundred eighty (180) calendar days after the date on which Landlord obtains all permits necessary for such restoration, and (iii) such restoration is permitted under then-existing laws to be done in such a manner as to return the Premises, or the Building, as the case may be, to substantially the same condition as they were in immediately before such destruction. To the extent that the insurance proceeds must be paid to a mortgagee under, or must be applied to reduce any debt secured by, a mortgage covering the Property, the insurance proceeds shall be deemed not to be available to Landlord unless such mortgagee permits Landlord to use the insurance proceeds for such restoration. Such destruction shall not terminate this Lease. (b) Major or Uninsured Damage. If during the Term the Premises or the Building are partially or totally destroyed by any casualty and Landlord is not obligated under Section 23(a) captioned "Insured Damage" to restore the Premises or the Building, as the case may be, then Landlord may, at its sole election, either (i) restore the Premises or the Building to substantially the same condition as they were in immediately before such destruction, or (ii) terminate this Lease effective as of the date of such destruction. If Landlord does not give Tenant notice within sixty (60) calendar days after the date of such destruction of its election to restore the Premises or the Building, as the case may be, Landlord shall be deemed to have elected to terminate this Lease. If Landlord elects to restore the Premises or the Building, as the case may be, Landlord shall use commercially reasonable efforts to complete such restoration within one hundred eighty (180) calendar days after the date on which Landlord obtains all permits necessary for such restoration, provided, however, that such one hundred eighty (180) calendar day period shall be extended by a period equal to any delays caused by Force Majeure, and such destruction shall not terminate this Lease. If Landlord does not complete such restoration within one (1) year following the date of such destruction, then Tenant may elect to terminate this Lease by giving notice to such effect to Landlord within ten (10) calendar days following the end of such one (1) year period. (c) Damage to the Building. If during the Term the Building is partially destroyed by any casualty and if in the opinion of Landlord the Building should be restored in such a way as to materially alter the Premises, then Landlord may, at Landlord's election, terminate this Lease by giving notice to Tenant of Landlord's election to do so within sixty (60) calendar days after the date of such destruction. (d) Extent of Landlord's Obligation to Restore. If Landlord is required or elects to restore the Premises as provided in this Section, Landlord shall not be required to restore alterations made by Tenant, Tenant's trade fixtures and Tenant's personal property, such excluded items being the sole responsibility of Tenant to restore with no liability or responsibility on the part of Landlord. (e) Abatement or Reduction of Rent. In case of damage to, or destruction of, the Premises or the Building, Rent shall be abated or reduced, between the date of destruction and the date of completion of restoration, by an amount that is in the same ratio to the Rent as the total number of square feet of the Premises that are so damaged or destroyed bears to the total number of square feet in the Premises. 24. Condemnation. If during the Term there is any taking of part or all of the Premises or the Building by condemnation, then the rights and obligations of the parties shall be as follows: (a) Minor Taking. If there is a taking of less than ten percent (10%) of the Premises, this Lease shall remain in full force and effect. 10 7e. - Community Services Department recommends approval of a five-year lease Page 102 of 170 (b) Major Taking. If there is a taking often percent (10%) or more of the Premises and if the remaining portion of the Premises is of such size or configuration that Tenant in Tenant's reasonable judgment is unable to conduct its business in the Premises, then the Term shall terminate as of the date of taking. (c) Taking of Part of the Building. If there is a taking of a part of the Building other than the Premises and if in the opinion of Landlord the Building should be restored in such a way as to materially alter the Premises, then Landlord may terminate the Term by giving notice to such effect to Tenant within sixty (60) calendar days after the date of vesting of title in the condemnor and the Term shall terminate as of the date specified in such notice, which date shall not be less than sixty (60) calendar days after the giving of such notice. (d) Award. The entire award for the Premises, the Building and the Property, shall belong to and be paid to Landlord, Tenant hereby assigning to Landlord Tenant's interest therein, if any, provided, however, that Tenant shall have the right to claim and recover from the condemnor compensation for the loss of any alterations made by Tenant, Tenant's trade fixtures, Tenant's personal property, moving expenses and business interruption. (e) Abatement of Rent. If any part of the Premises is taken by condemnation and this Lease remains in full force and effect, on the date of taking Rent shall be reduced by an amount that is in the same ratio to the Rent as the total number of square feet in the Premises taken bears to the total number of square feet in the Premises immediately before the date of taking. 25. Assignment and Subletting. (a) Landlord's Consent; Definitions. Tenant acknowledges that the Building is a multi- tenant office building, occupied by tenants specifically selected by Landlord, and that Landlord has a legitimate interest in the type and quality of such tenants, the location of tenants in the Building and in controlling the leasing of space in the Building so that Landlord can better meet the particular needs of its tenants and protect and enhance the relative image, position and value of the Building in the office building market. Tenant further acknowledges that the rental value of the Premises may fluctuate during the Term in accordance with market conditions, and, as a result, the Rent paid by Tenant under the Lease at any particular time may be higher or lower than the then market rental value of the Premises. Landlord and Tenant agree, and the provisions of this Section are intended to so provide, that, if Tenant voluntarily assigns its interest in this Lease or in the Premises or subleases any part or all of the Premises, a portion of the profits from any increase in the market rental value of the Premises shall belong to Landlord. Tenant acknowledges that, if Tenant voluntarily assigns this Lease or subleases any part or all of the Premises, Tenant's investment in the subject portion of the Premises (specifically including, but not limited to, tenant improvements, good will or other assets) may be lost or reduced as a result of such action. (b) Consent Required. Tenant shall not assign or encumber its interest in this Lease or in the Premises, or sublease any part or all of the Premises, without Landlord's prior written consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and, at Landlord's sole election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the effect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office), or (iv) would put the Landlord, a municipal corporation, in a negative public light or harm or diminish Landlord's reputation. Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or subletting. In addition to Landlord's other rights under this Section, Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall 11 7e. - Community Services Department recommends approval of a five-year lease Page 103 of 170 not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred. (c) Conditions to Assignment or Sublease. Tenant agrees that any instrument by which Tenant assigns or sublets all or any portion of the Premises shall expressly provide that the assignee or subtenant may not further assign or sublet the assigned or sublet space without Landlord's prior written consent (which consent shall not, subject to Landlord's rights under this Section, be unreasonably withheld or delayed), and that the assignee or subtenant will comply with all of the provisions of this Lease and that Landlord may enforce the Lease provisions directly against such assignee or subtenant in addition to the Tenant. If this Lease is assigned, whether or not in violation of the terms and provisions of this Lease, Landlord may collect Rent from the assignee. If the Premises, or any part thereof, is sublet, Landlord may, upon a default under this Lease, collect rent from the subtenant. In either event, Landlord may apply the amount collected from the assignee or subtenant to Tenant's obligation to pay Rent under this Lease. (d) Events Constituting an Assignment or Sublease. For purposes of this Section, the following events shall be deemed an assignment or sublease, as appropriate: (i) the issuance of equity interests (whether stock, partnership interests or otherwise) in Tenant, or any assignee or subtenant, if applicable, or any entity controlling any of them, to any person or group of related persons, in a single transaction or a series of related or unrelated transactions, such that, following such issuance, such person or group shall have Control (as defined below) of Tenant, or any assignee or subtenant, if applicable; or (ii) a transfer of Control of Tenant, or any assignee or subtenant, if applicable, or any entity controlling any of them, in a single transaction or a series of related or unrelated transactions (including, without limitation, by consolidation, merger, acquisition or reorganization), except that the transfer of outstanding capital stock or other listed equity interests by persons or parties other than "insiders" within the meaning of the Securities Exchange Act of 1934, as amended, through the "over-the-counter" market or any recognized national or international securities exchange, shall not be included in determining whether Control has been transferred. "Control" shall mean direct or indirect ownership of fifty percent (50%) or more of all the legal and equitable interest in any business entity. (e) Processing Expenses. Tenant shall pay to Landlord the amount of Landlord's cost of processing each proposed assignment or subletting, including without limitation, reasonable attorneys' and other professional fees, and the cost of Landlord's administrative, legal, accounting and clerical time (collectively, "Processing Costs"), and the amount of all reasonable direct and indirect expense incurred by Landlord arising from the assignee or sublessee taking occupancy of the subject space, including without limitation, reasonable costs of freight elevator operation for moving of furnishings and trade fixtures, security service, janitorial and cleaning service, rubbish removal service, costs of changing signage, and costs of changing locks and making new keys (collectively, "Occupancy Costs"). Notwithstanding anything to the contrary herein, Landlord shall not be required to process any request for Landlord's consent to an assignment or subletting until Tenant has paid to Landlord Three Hundred Dollars ($300.00), or Landlord's estimate of the Processing Costs and the Occupancy Costs, whichever is greater. (f) Consideration to Landlord. In the event of any assignment or sublease, whether or not requiring Landlord's consent, Landlord shall be entitled to receive, as Additional Rent, one-half (1/2) of any consideration, including without limitation, payment for leasehold improvements paid for by Landlord, paid by the assignee or subtenant for the assignment or sublease and, in the case of sublease, the excess of the amount of rent paid for the sublet space by the subtenant over the total amount of Minimum Monthly Rent under Section 5 and Additional Rent under Sections 7 and 9. Upon Landlord's request, Tenant shall assign to Landlord all amounts to be paid to Tenant by the assignee or subtenant and shall direct such assignee or subtenant to pay the same directly to Landlord. If there is more than one sublease under this Lease, the amounts (if any) to be paid by Tenant to Landlord pursuant to the preceding sentence shall be separately calculated for each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration due under any other sublease. (g) Procedures. If Tenant desires to assign this Lease or any interest therein or sublet all or part of the Premises, Tenant shall give Landlord prior written notice designating the space proposed to be sublet and the terms proposed. If the proposed sublease covers the entire Premises and if the term of the proposed sublease (including any renewal terms) will expire during the final six (6) months of the Term (or if Tenant has exercised a renewal option, if any, then during the final six (6) months of the subject renewal period), then Landlord shall have the prior right and option (to be exercised by written notice to Tenant given within fifteen (15) days after receipt of Tenant's notice) (i) to terminate this Lease, or (ii) to approve Tenant's proposal to sublet conditional upon Landlord's subsequent written approval of the specific sublease obtained by Tenant and the specific subtenant named therein. If Landlord exercises its option described in (ii) above, Tenant shall submit to Landlord for Landlord's written approval Tenant's proposed sublease agreement (in which the proposed subtenant shall be named) together with a current reviewed or audited financial statement prepared by a certified public accountant for such proposed subtenant and a credit report on such proposed subtenant prepared by a recognized credit reporting agency. If Landlord fails to exercise its option to terminate this Lease, this shall not be construed as or constitute Landlord's a waiver of any of the provisions of this Section. If Landlord exercises its option to terminate this Lease, Landlord shall not have any liability for any real estate brokerage commission(s) or with respect to any of the costs, damages and/or expenses that Tenant may have incurred in connection with its proposed subletting, and Tenant agrees to hold Landlord harmless from and against any and all claims (including, without limitation, claims for commissions) arising from such proposed subletting. Landlord's foregoing rights and options shall continue throughout the Term. For purposes of this Section, a proposed assignment of this Lease in whole or in part shall be deemed a proposed subletting of such space. 12 7e. - Community Services Department recommends approval of a five-year lease Page 104 of 170 (h) Documentation. No permitted subletting by Tenant shall be effective until there has been delivered to Landlord a counterpart of the sublease in which the subtenant agrees to be and remain jointly and severally liable with Tenant for the payment of Rent pertaining to the sublet space and for the performance of all of the terms and provisions of this Lease; provided, however, that the subtenant shall be liable to Landlord for Rent only in the amount set forth in the sublease. No permitted assignment shall be effective unless and until there has been delivered to Landlord a counterpart of the assignment in which the assignee assumes all of Tenant's obligations under this Lease arising on or after the date of the assignment. The failure or refusal of a subtenant or assignee to execute any such instrument shall not release or discharge the subtenant or assignee from its liability as set forth above. (i) No Merger. Without limiting any of the provisions of this Section, if Tenant has entered into any subleases of any portion of the Premises, the voluntary or other surrender of this Lease by Tenant, or a mutual cancellation by Landlord and Tenant, shall not work a merger, and shall, at the sole option of Landlord, terminate all or any existing subleases or subtenancies or, at the option of Landlord, operate as an assignment to Landlord of any or all such subleases or subtenancies. 26. Default. The occurrence of any of the following shall constitute a default by Tenant under this Lease: (a) Failure to Pay Rent. Failure to pay Rent when due, if the failure continues for a period of five (5) calendar days after notice of such default has been given by Landlord to Tenant. (b) Failure to Comply with Rules and Regulations. Failure to comply with the Rules and Regulations, if the failure continues for a period of twenty-four (24) hours after written or electronic notice of such default is given by Landlord to Tenant. If the failure to comply cannot reasonably be cured within twenty-four (24) hours, then Tenant shall not be in default under this Lease if Tenant commences to cure the failure to comply within twenty-four (24) hours and diligently and in good faith continues to cure the failure to comply. (c) Other Defaults. Failure to perform any other provision of this Lease, if the failure to perform is not cured within thirty (30) calendar days after notice of such default has been given by Landlord to Tenant. If the default cannot reasonably be cured within thirty (30) calendar days, then Tenant shall not be in default under this Lease if Tenant commences to cure the default within thirty (30) calendar days and diligently and in good faith continues to cure the default. (d) Appointment of Trustee or Receiver. The appointment of a trustee or receiver to take possession of substantially all of the Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within sixty (60) calendar days; or the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not discharged within sixty (60) calendar days. 27. Remedies. If Tenant commits a default, Landlord shall have the following alternative remedies, which are in addition to any remedies now or later allowed by law: (a) Maintain Lease in Force. Maintain this Lease in full force and effect and recover the Rent and other monetary charges as they become due, without terminating Tenant's right to possession, irrespective of whether Tenant shall have abandoned the Premises. If Landlord elects to not terminate the Lease, Landlord shall have the right to attempt to re-let the Premises at such rent and upon such conditions and for such a term, and to do all acts necessary to maintain or preserve the Premises as Landlord deems reasonable and necessary without being deemed to have elected to terminate the Lease including removal of all persons and property from the Premises; such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant. In the event any such re-letting occurs, this Lease shall terminate automatically upon the new Tenant taking possession of the Premises. Notwithstanding that Landlord fails to elect to terminate the Lease initially, Landlord at any time during the Term of this Lease may elect to terminate this Lease by virtue of such previous default of Tenant. (b) Terminate Lease. Landlord may terminate Tenant's right to possession by any lawful means, in which case this Lease shall terminate and Tenant shall immediately surrender possession of the Premises to Landlord. In such event Landlord shall be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant's default including without limitation thereto, the following: (i) The worth at the time of award of any unpaid Rent which had been earned at the time of such termination; plus (ii) the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus (iii) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such rental loss that is proved could be reasonably avoided; plus (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including without limitation, any costs or expenses incurred by Landlord in (A) retaking possession of the Premises, including reasonable attorneys' fees, costs and expenses therefor, (B) maintaining or preserving the Premises after such default, (C) preparing the Premises for reletting to a new tenant, including repairs or necessary alterations to the Premises for such reletting, (D) any storage and/or moving fees or expenses, (E) leasing commissions incident to reletting to a new tenant, and (F) any other costs necessary or appropriate to relet the Premises; plus (v) at Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable state law. The 13 7e. - Community Services Department recommends approval of a five-year lease Page 105 of 170 amounts described in clauses (C) and (D) shall be amortized over the term of the new tenant's lease, and Tenant shall only be liable to Landlord for the portion of such amounts attributable to the period prior to the Expiration Date of this Lease set forth in Section 1. Upon any such re-entry Landlord shall have the right to make any reasonable repairs, alterations or modifications to the Premises, which Landlord in its sole discretion deems reasonable and necessary. As used in Subsection 27(b)(i) the "worth at the time of award" is computed by allowing interest at the rate of fifteen percent (15%) per year from the date of default. As used in Subsections 27(b)(ii) and 27(b)(iii) the "worth at the time of award" is computed by discounting such amounts at the discount rate of eight percent (8%) per year. 28. Bankruptcy. (a) Assumption of Lease. If Tenant becomes a Debtor under Chapter 7 of the Bankruptcy Code ("Code") or a petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters 11 or 13 of the Code, or a proceeding is filed under Chapter 7 of the Code and is transferred to Chapters 11 or 13 of the Code, the Trustee or Tenant, as Debtor and as Debtor-ln-Possession, may not elect to assume this Lease unless, at the time of such assumption, the Trustee or Tenant has: (i) Cured all defaults under the Lease and paid all sums due and owing under the Lease or provided Landlord with "Adequate Assurance" (as defined below) that: (i) within ten (10) calendar days from the date of such assumption, the Trustee or Tenant will completely pay all sums due and owing under this Lease and compensate Landlord for any actual pecuniary loss resulting from any existing default or breach of this Lease, including without limitation, Landlord's reasonable costs, expenses, accrued interest, and attorneys' fees expenses incurred as a result of the default or breach; (ii) within twenty (20) calendar days from the date of such assumption, the Trustee or Tenant will cure all non- monetary defaults and breaches under this Lease, or, if the nature of such non-monetary defaults is such that more than twenty (20) calendar days are reasonably required for such cure, that the Trustee or Tenant will commence to cure such non-monetary defaults within twenty (20) calendar days and thereafter diligently prosecute such cure to completion; and (iii) the assumption will be subject to all of the provisions of this Lease. (ii) For purposes of this Section, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding involving Tenant, at a minimum, "Adequate Assurance" shall mean: (i) the Trustee or Tenant has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill the obligations of Tenant under this Lease; (ii) the Bankruptcy Court shall have entered an Order segregating sufficient cash payable to Landlord and/or the Trustee or Tenant shall have granted a valid and perfected first lien and security interest and/or mortgage in or on property of Trustee or Tenant acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Tenant to cure the monetary and/or non-monetary defaults and breaches under this Lease within the time periods set forth above; and (iii) the Trustee or Tenant, at the very minimum, shall deposit a sum equal to two (2) months Minimum Monthly Rent to be held by Landlord (without any allowance for interest thereon) to secure Tenant's future performance under the Lease. (b) Assignment of Lease. If the Trustee or Tenant has assumed the Lease pursuant to the provisions of this Section for the purpose of assigning Tenant's interest hereunder to any other person or entity, such interest may be assigned only after the Trustee, Tenant or the proposed assignee have complied with all of the terms, covenants and conditions of this Lease, including, without limitation, those with respect to Additional Rent. Landlord and Tenant acknowledge that such terms, covenants and conditions are commercially reasonable in the context of a bankruptcy proceeding of Tenant. Any person or entity to which this Lease is assigned pursuant to the provisions of the Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of such assignment. Any such assignee shall upon request execute and deliver to Landlord an instrument confirming such assignment. (c) Adequate Protection. Upon the filing of a petition by or against Tenant under the Code, Tenant, as Debtor and as Debtor-ln-Possession, and any Trustee who may be appointed agree to adequately protect Landlord as follows: (i) to perform each and every obligation of Tenant under this Lease until such time as this Lease is either rejected or assumed by Order of the Bankruptcy Court; (ii) to pay all monetary obligations required under this Lease, including without limitation, the payment of Minimum Monthly Rent, Tenant's Share of Real Property Taxes, Tenant's Share of Operating Costs and any other sums payable by Tenant to Landlord under this Lease which is considered reasonable compensation for the use and occupancy of the Premises; (iii) provide Landlord a minimum of thirty (30) calendar days prior written notice, unless a shorter period is agreed to in writing by the parties, of any proceeding relating to any assumption of this Lease or any intent to abandon the Premises, which abandonment shall be deemed a rejection of this Lease; and (iv) to perform to the benefit of Landlord as otherwise required under the Code. The failure of Tenant to comply with the above shall result in an automatic rejection of this Lease. 29. Limitation of Actions. Any claim, demand, right or defense of any kind by Tenant which is based upon or arises in connection with this Lease or the negotiations prior to its execution, shall be barred unless Tenant commences an action thereon, or interposes in a legal proceeding a defense by reason thereof, within one (1) year after the date Tenant actually becomes aware of the act or omission on which such claim, demand, right or defense is based. 30. Landlord Default. Landlord shall be in default hereunder if in the performance of any materially substantial covenant or condition which Landlord is required to observe and to perform, and such default shall continue for thirty (30) calendar days, except in case of emergency (in which event Tenant may act 14 7e. - Community Services Department recommends approval of a five-year lease Page 106 of 170 immediately to cure such Landlord default), or, if the default cannot reasonably be cured within such thirty (30) calendar day period if Landlord shall fail to commence such cure within such thirty (30) calendar day period and/or thereafter fail to proceed diligently through completion. Upon a default by Landlord under this Lease, Tenant shall have the right, at its option, to exercise such remedies as may be provided in this Lease or by law or equity and in the event Tenant expends any funds in curing any such Landlord default, Tenant may offset such funds, together with interest at the Default Rate, against any sums due and owing to Landlord thereafter hereunder including, without limitation, against the next installment(s) of Minimum Rent and additional rent then coming due. 31. Limitation on Landlord's Liability. Anything in this Lease to the contrary notwithstanding, covenants, undertakings and agreements herein made on the part of Landlord are made and intended not as personal covenants, undertakings and agreements or for the purpose of binding Landlord personally or the assets of Landlord except Landlord's interest in the Property, but are made and intended for the purpose of binding only the Landlord's interest in the Property. No personal liability or personal responsibility is assumed by, nor shall at any time be asserted or enforceable against Landlord or its partners and their respective heirs, legal representatives, successors and assigns on account of this Lease or on account of any covenant, undertaking or agreement of Landlord contained in this Lease. 32. Signs. Tenant shall not place, construct or maintain any sign, advertisement, awning, banner or other exterior decoration without Landlord's prior written consent. Any sign that Tenant has Landlord's prior written consent to place, construct and maintain shall comply with all Laws, and Tenant shall obtain any approval required by such Laws. Landlord makes no representation with respect to Tenant's ability to obtain such approval. Notwithstanding the foregoing, Landlord and Tenant have agreed to allow Tenant the right to install one (1) Exterior sign on the building, pursuant to the attached Rider. 33. Landlord's Right to Enter the Premises. Landlord and its authorized representatives shall have the right to enter the Premises at reasonable times and upon two (2) days prior written notice (except in an emergency when no such notice shall be required) for any of the following purposes: (i) to determine whether the Premises are in good condition and whether Tenant is complying with its obligations under this Lease, (ii) to do any maintenance; to make any restoration to the Premises or the Building that Landlord has the right or the obligation to perform, and to make any improvements to the Premises or the Building that Landlord deems necessary, (iii) to serve, post or keep posted any notices required or allowed under the provisions of this Lease, (iv) to post any ordinary "For Sale" signs at any time during the Term and to post any ordinary "For Lease" signs during the last ninety (90) calendar days of the Term, (v) to show the Premises to prospective brokers, agents, purchasers, tenants or lenders, at any time during the Term (vi) and/or any lawful purpose. Landlord shall not be liable in any manner for any inconvenience, annoyance, disturbance, loss of business, nuisance, or other damage arising out of Landlord's entry on the Premises as provided in this Section, except damage resulting from the grossly negligent or willful acts of Landlord or its authorized representatives acting within the scope of their duties and responsibilities. Tenant shall not be entitled to an abatement or reduction of Rent if Landlord exercises any right reserved in this Section. Landlord shall conduct its activities on the Premises as allowed in this Section in a reasonable manner so as to cause minimal inconvenience, annoyance or disturbance to Tenant. 34. Subordination. This Lease is and shall be prior to any mortgage recorded after the date of this Lease affecting the Property. If, however, a lender requires that this Lease be subordinate to any mortgage, this Lease shall be subordinate to that mortgage if Landlord first obtains from the lender a written agreement that provides substantially the following: "As long as Tenant performs its obligations under this Lease, no foreclosure of, deed given in lieu of foreclosure of, or sale under the mortgage, and no steps or procedures taken under the mortgage, shall affect Tenant's rights under this Lease." Tenant shall attorn to any purchaser at any foreclosure sale, or to any grantee or transferee designated in any deed given in lieu of foreclosure. Tenant shall execute the written agreement and any other documents required by the lender to accomplish the purposes of this Section. 35. Right to Estoppel Certificates. Tenant, within ten (10) business days after notice from Landlord, shall execute and deliver to Landlord, in recordable form, a certificate stating that this Lease is unmodified and in full force and effect, or in full force and effect as modified and stating the modifications. The certificate shall also state the amount of Minimum Monthly Rent, the dates to which Rent has been paid in advance, and the amount of any Prepaid Rent or Security Deposit and such other matters as Landlord may reasonably request. Failure to deliver the certificate within such ten (10) business day period shall be conclusive upon Tenant for the benefit of Landlord and any successor to Landlord, that this Lease is in full force and effect and has not been modified except as may be represented by Landlord requesting the certificate. 36. Transfer of Landlord's Interest. If Landlord sells or transfers the Property, Landlord, on consummation of the sale or transfer, shall be released from any liability thereafter accruing under this Lease if Landlord's successor has assumed in writing, for the benefit of Tenant, Landlord's obligations under this Lease. If any Security Deposit or Prepaid Rent has been paid by Tenant, Landlord shall transfer such Security Deposit or Prepaid Rent to Landlord's successor and on such transfer Landlord shall be discharged from any further liability with respect to such Security Deposit or Prepaid Rent. 37. Attorneys' Fees. If either party shall bring any action for relief against the other party, declaratory or otherwise, arising out of this Lease, including any action by Landlord for the recovery of Rent or 15 7e. - Community Services Department recommends approval of a five-year lease Page 107 of 170 possession of the Premises, the losing party shall pay the successful party a reasonable sum for attorneys' fees which shall be deemed to have accrued on the commencement of such action and shall be paid whether or not such action is prosecuted to judgment. 38. Surrender; Holding Over. (a) Surrender. On expiration or ten (10) calendar days after termination of the Term, Tenant shall surrender the Premises and all Tenant's improvements and alterations to Landlord broom clean and in good condition. Tenant shall remove all of its trade fixtures and personal property, which personal property specifically includes all cabling installed in the Premises by Tenant (unless Tenant has received consent from Landlord that such cabling may be surrendered with and remain in the Premises), within the time period stated in this Section. Tenant, at its cost, shall perform all restoration made necessary by, and repair any damage to the Premises caused by, the removal of its trade fixtures, personal property and signs to Landlord's reasonable satisfaction within the time period stated in this Section. Landlord may, at its sole election, retain or dispose of in any manner any of Tenant's trade fixtures or personal property that Tenant does not remove from the Premises on expiration or within ten (10) calendar days after termination of the Term as allowed or required by the provisions of this Lease by giving ten (10) calendar days' notice to Tenant. Title to any such trade fixtures and personal property that Landlord elects to retain or dispose of on expiration of such ten (10) calendar-day period shall vest in Landlord. Tenant expressly waives all claims against Landlord for any damage to Tenant resulting from Landlord's retention or disposition of any such trade fixtures and personal property. Tenant shall be liable to Landlord for Landlord's reasonable costs for storing, removing and disposing of Tenant's trade fixtures and personal property. If Tenant fails to surrender the Premises to Landlord on expiration or ten (10) calendar days after termination of the Term as required by this Section, Tenant shall pay Landlord Rent in an amount equal to 150% of the Minimum Monthly Rent applicable for the month immediately prior to the expiration or termination of the Term, or the amount provided by law, whichever is greater, for the entire time Tenant thus remains in possession and Tenant shall be liable for, shall indemnify Landlord against and shall hold Landlord harmless from all damages resulting from Tenant's failure to timely surrender the Premises, including without limitation, (i) any Rent payable by, or any damages claimed by, any prospective tenant of any part or all of the Premises, and (ii) Landlord's damages including liquidated damages resulting from such prospective tenant rescinding or refusing to enter into the prospective lease of part or all of the Premises by reason of Tenant's failure to timely surrender the Premises. If Tenant, without Landlord's prior consent, remains in possession of the Premises after expiration or termination of the Term, or after the date in any notice given by Landlord to Tenant terminating this Lease, such possession by Tenant shall be deemed to be a tenancy at sufferance terminable at any time by either party. (b) Holding Over with Landlord's Consent. If Tenant, with Landlord's prior written consent, remains in possession of the Premises after expiration or termination of the Term, or after the date in any notice given by Landlord to Tenant terminating this Lease, such possession by Tenant shall be deemed to be a month-to-month tenancy terminable by Landlord by a notice given to Tenant at least twenty (20) calendar days prior to the end of any such monthly period or by Tenant by a written or electronic notice given to Landlord at least thirty (30) calendar days prior to the end of any such monthly period. During such month-to-month tenancy, Tenant shall pay Rent in the amount then agreed to in writing by Landlord and Tenant. All provisions of this Lease, except those pertaining to Term, shall apply to the month-to- month tenancy. 39. Agency Disclosure; Broker. (a) Agency Disclosure. Kidder Mathews represents the Landlord and Tenant in this transaction. (b) Broker. Landlord and Tenant each represent to the other that neither is represented by any broker, agent or finder with respect to this Lease in any manner, except the Broker(s). The commission due to the Broker(s) shall be paid by Landlord pursuant to a separate agreement. Each party agrees to indemnify and hold the other party harmless from and against any and all liability, costs, damages, causes of action or other proceedings instituted by any broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of the indemnifying party in any manner whatsoever in connection with this Lease. If Tenant engages a broker, agent or finder to represent Tenant in connection with any renewal of this Lease, then the commission or any fee of such broker, agent or finder shall be solely paid by Tenant. 40. Interest on Unpaid Rent. In addition to the Late Charge as provided in Section 5(b), Rent not paid when due shall bear interest from the date due until paid at the rate of fifteen percent (15%) per year, or the maximum legal rate of interest, whichever is less (the "Default Rate"). 41. Landlord's Option to Relocate Tenant. Not Applicable. 42. Definitions. As used in this Lease, the following words and phrases, whether or not capitalized, singular or plural unless inappropriate, shall have the following meanings: (a) "Additional Rent" means pass-throughs of increases in Operating Costs and Taxes, as defined in this Lease, and other monetary sums to be paid by Tenant to Landlord under the provisions of this Lease. (b) "Alteration" means any addition or change to, or modification of, the Premises made by Tenant, including without limitation, fixtures, but excluding trade fixtures as defined in this Section. 16 7e. - Community Services Department recommends approval of a five-year lease Page 108 of 170 (c) "Authorized representatives" means any officer, agent, employee, independent contractor or invitee of either party. (d) "Award" means all compensation, sums or anything of value awarded, paid or received on a total or partial condemnation. (e) "Common Areas" means all areas outside the Premises and within the Building or on the Land that are provided and designated by Landlord from time to time for the general, non-exclusive use of Landlord, Tenant and other tenants of the Building and their authorized representatives, including without limitation, common entrances, lobbies, corridors, stairways and stairwells, elevators, escalators, public restrooms and other public portions of the Building. Tenant's usage of the Common Areas is limited to the First Floor of 200 Mill Avenue South, and the appropriate common areas on the exterior of the building. (f) "Condemnation" means the exercise of any governmental power, whether by legal proceedings or otherwise, by a condemnor and a voluntary sale or transfer by Landlord to any condemnor, either under threat of condemnation or while legal proceedings for condemnation are pending. (g) "Condemnor" means any public or quasi-public authority or entity having the power of condemnation. (h) "Damage" means any injury, deterioration, or loss to a person, property, the Premises, the Land, or the Building caused by another person's acts or omissions or by Acts of God. Damage includes death. (i) "Damages" means a monetary compensation or indemnity that can be recovered in the courts by any person who has suffered damage to his person, property or rights through another's acts or omissions. (j) "Date of taking" means the date the condemnor has the right to possession of the property being condemned. (k) "Encumbrance" means any mortgage, deed of trust or other written security device or agreement affecting the Premises, and the note or other obligation secured by it, which constitutes security for the payment of a debt or performance of an obligation. (I) "Expiration" means the coming to an end of the time specified in the Lease as its duration, including any extension of the Term. (m) "Force Majeure" means strikes, lockouts, labor disputes, shortages of labor or materials, fire or other casualty, Acts of God or any other cause beyond the reasonable control of a party. (n) "Good condition" means the good physical condition of the Premises and each portion of the Premises, including without limitation, all of the Tenant Improvements, Tenant's alterations, Tenant's trade fixtures, Tenant's Personal Property, all as defined in this Section, signs, walls, interior partitions, windows, window coverings, glass, doors, carpeting and resilient flooring, ceiling tiles, plumbing fixtures and lighting fixtures, all of which shall be in conformity with building standard finishes, ordinary wear and tear, damage by fire or other casualty and taking by condemnation excepted. (o) "Hazardous substances" means any industrial waste, toxic waste, chemical contaminant or other substance considered hazardous, toxic or lethal to persons or property or designated as hazardous, toxic or lethal to persons or property under any laws, including without limitation, asbestos material or materials containing asbestos. (p) "Hold harmless" means to defend and indemnify from all liability, losses, penalties, damages as defined in this Section, costs, expenses (including without limitation, reasonable attorneys' fees), causes of action, claims or judgments arising out of or related to any damage, as defined in this Section, to any person or property. (q) "Laws" means any constitution, statute, ordinance, regulation, rule, resolution, judicial decision, administrative order or other requirement of any federal, state, county, municipal or other governmental agency or authority having jurisdiction over the Parties or the Property, or both, in effect either at the time of execution of this Lease or at any time during the Term, including without limitation, any regulation or order of a quasi-official entity or body (e.g., board of fire examiners or public utilities) and any legally effective conditions, covenants or restrictions affecting the Property. (r) "Lender" means the mortgagee, beneficiary, secured party or other holder of an encumbrance, as defined in this Section. (s) "Lien" means a charge imposed on the Premises by someone other than Landlord, by which the Premises are made security for the performance of an act. (t) "Maintenance" means repairs, replacement, repainting and cleaning. (u) "Mortgage" means any deed of trust, mortgage or other written security device or agreement affecting the Premises, and the note or other obligation secured by it, that constitutes security for the payment of a debt or performance of an obligation. 17 7e. - Community Services Department recommends approval of a five-year lease Page 109 of 170 (v) "Mortgagee" means the beneficiary under a deed of trust or mortgagee under a mortgage. (w) "Mortgagor" means the grantor or trustor under a deed of trust or mortgagor under a mortgage. (x) "Operating Costs" means all costs of any kind incurred by Landlord in operating, cleaning, equipping, protecting, lighting, repairing, replacing, heating, air-conditioning, maintaining and insuring the Property. Operating Costs shall include, without limitation, the following costs: (i) salaries, wages, bonuses and other compensation (including hospitalization, medical, surgical, retirement plan, pension plan, union dues, life insurance, including group life insurance, welfare and other fringe benefits, and vacation, holidays and other paid absence benefits) relating to employees of Landlord or its agents directly engaged in the operation, repair, or maintenance of the Building or Premises or parts thereof; (ii) payroll, social security, workers' compensation, unemployment and similar taxes with respect to such employees of Landlord or its authorized representatives, and the cost of providing disability or other benefits imposed by law or otherwise, with respect to such employees; (iii) uniforms (including the cleaning, replacement and pressing thereof) provided to such employees; (iv) insurance premiums and other charges incurred by Landlord with respect to fire, earthquake, other casualty, all risk, rent loss and liability insurance, any other insurance as is deemed necessary or advisable in the reasonable judgment of Landlord and, after the Base Year, costs of repairing an insured casualty to the extent of the deductible amount under the applicable insurance policy; (v) water charges and sewer rents or fees; (vi) license, permit and inspection fees; (vii) sales, use and excise taxes on goods and services purchased by Landlord in connection with the operation, maintenance or repair of the Property and Building systems and equipment; (viii) telephone, facsimile, messenger, express delivery service, postage, stationery supplies and other expenses incurred in connection with the operation, management, maintenance, or repair of the Property; (ix) property management fees and expenses; (x) repairs to and physical maintenance of the Property, including building systems and appurtenances thereto and normal repair and replacement of worn-out equipment, facilities and installations, but excluding the replacement of major building systems (except to the extent provided in (xvi) and (xvii) below); (xi) janitorial, window cleaning, security, extermination, water treatment, rubbish removal, plumbing and other services and inspection or service contracts for elevator, electrical, HVAC, mechanical and other building equipment and systems or as may otherwise be necessary or proper for the operation or maintenance of the Property; (xii) supplies, tools, materials, and equipment used in connection with the operation, maintenance or repair of the Property; (xiii) accounting, legal and other professional fees and expenses; (xiv) painting the exterior or the public or common areas of the Building and the cost of maintaining the sidewalks, landscaping and other common areas of the Property; (xv) all costs and expenses for electricity, chilled water, air conditioning, water for heating, gas, fuel, steam, heat, lights, power and other energy related utilities required in connection with the operation, maintenance and repair of the Property; (xvi) the cost of any improvements which Landlord elects to capitalize made by Landlord to the Property during the Term in compliance with the requirements of any laws or regulation or insurance requirement with which the Property was not required to comply during the Base Year, as reasonably amortized by Landlord, with interest on the unamortized balance at the rate of eight percent (8%) per year, or the maximum legal rate of interest, whichever is less; (xvii) the cost of any improvements which Landlord elects to capitalize made by Landlord to the Property during the term of this Lease for the protection of the health and safety of the occupants of the Property or that are intended to reduce other Operating Costs, as reasonably amortized by Landlord, with interest on the unamortized balance at the rate of eight percent (8%) per year, or the maximum legal rate of interest, whichever is less; (xviii) a reasonable reserve for repair or replacement of equipment used in the maintenance or operation of the Property; (xviii) [Intentionally deleted]; (xix) the cost of furniture, draperies, carpeting, landscaping and other customary and ordinary items of personal property (excluding paintings, sculptures and other works of art) provided by Landlord for use in common areas of the Building or in the Building office (to the extent that such Building office is dedicated to the operation and management of the Property), such costs to be amortized over the useful life thereof; (xx) Building office rent or rental value; and (xxi) all other costs which, in accordance with generally sound accounting and management principles used by Landlord, as applied to the maintenance and operation of office and/or retail buildings, are properly chargeable to the operation and maintenance of the Property. Operating Costs shall not include the following: (i) depreciation on the Building; (ii) debt service; (iii) capital improvements, except as otherwise provided in clauses (xvi) and (xvii) above, (iv) rental under any ground or underlying leases; (v) Real Property Taxes, (vi) attorneys' fees and expenses incurred in connection with lease negotiations with prospective tenants, or default or enforcement proceedings with respect to defaulting tenants; (vii) the cost of tenant improvements; (viii) advertising expenses; or (ix) real estate broker's or other leasing commissions. (y) "Parties" means Landlord and Tenant. (z) "Party" means Landlord or Tenant. (aa) "Person" means one or more human beings, or legal entities or other artificial persons, including without limitation, partnerships, corporations, trusts, estates, associations and any combination of human beings and legal entities. (bb) "Property" means the Premises, Building and Land. 18 7e. - Community Services Department recommends approval of a five-year lease Page 110 of 170 (cc) "Provision" means any term, agreement, covenant, condition, clause, qualification, restriction, reservation, or other stipulation in the Lease that defines or otherwise controls, establishes, or limits the performance required or permitted by either party. (dd) "Real Property Taxes" means any form of tax, assessment, general assessment, special assessment, lien, levy, bond obligation, license fee, license tax, tax or excise on rent, or any other levy, charge or expense, together with any statutory interest thereon, (individually and collectively, the "Impositions"), now or hereafter imposed or required by any authority having the direct or indirect power to tax, including any federal, state, county or city government or any school, agricultural, lighting, drainage or other improvement or special assessment district thereof, (individually and collectively, the "Governmental Agencies") on any interest of Landlord or Tenant or both (including any legal or equitable interest of Landlord or its mortgagee, if any) in the Premises or the Property, including without limitation: (i) any Impositions upon, allocable to or measured by the area of the Premises or the Property, or the rental payable hereunder, including without limitation, any gross income tax or excise tax levied by any Governmental Agencies with respect to the receipt of such rental; or (ii) any Impositions upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair or use or occupancy by Tenant of the Premises or any portion thereof; or (iii) any Impositions upon or with respect to the building equipment and personal property used in connection with the operation and maintenance of the Property or upon or with respect to the furniture, fixtures and decorations in the common areas of the Property. (iv) any Impositions upon this Lease or this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises; or (v) any Impositions by Governmental Agencies (whether or not such Impositions constitute tax receipts) in substitution, partially or totally, of any impositions now or previously included within the definition of real property taxes, including those calculated to increase tax increments to Governmental Agencies and to pay for such services as fire protection, water drainage, street, sidewalk and road maintenance, refuse removal or other governmental services formerly provided without charge to property owners or occupants; or (vi) any and all costs, including without limitation, the fees of attorneys, tax consultants and experts, incurred by Landlord should Landlord elect to negotiate or contest the amount of such real property taxes in formal or informal proceedings before the Governmental Agency imposing such real property taxes; provided, however, that real property taxes shall in no event include Landlord's general income, inheritance, estate, gift or franchise taxes. (ee) "Rent" means Minimum Monthly Rent, as adjusted from time to time under this Lease, Additional Rent, Prepaid Rent, Security Deposit, all as defined in this Section, payments of Tenant's Share of increases in Real Property Taxes and Operating Costs, insurance, utilities and other charges payable by Tenant to Landlord. (ff) "Rentable square feet of space" as to the Premises or the Building, as the case may be, means the number of usable square feet of space times the applicable R/U Ratio(s) as defined in this Section. (gg) "Restoration" means the reconstruction, rebuilding, rehabilitation and repairs that are necessary to return damaged portions of the Premises and the Building to substantially the same physical condition as they were in immediately before the damage. (hh) "R/U Ratio" means the rentable area of a floor of the Building divided by the usable area of such floor, both of which shall be computed in accordance with American National Standard Z65.1- 1996 Method of Measuring Floor Space in Office Buildings as published by the Building Owners and Managers Association, as amended from time to time. (ii) "Substantially complete" or "substantially completed" or "substantial completion" means the completion of Landlord's construction obligation, subject to completion or correction of "punch list" items, that is, minor items of incomplete or defective work or materials or mechanical maladjustments that are of such a nature that they do not materially interfere with or impair Tenant's use of the Premises for the Permitted Use. Gj) "Successor" means assignee, transferee, personal representative, heir, or other person or entity succeeding lawfully, and pursuant to the provisions of this Lease, to the rights or obligations of either party. (kk) "Tenant Improvements" means (i) the improvements and alterations set forth in Exhibit C, (ii) window coverings, lighting fixtures, plumbing fixtures, cabinetry and other fixtures installed by either Landlord or Tenant at any time during the Term, and (iii) any improvements and alterations of the Premises made for Tenant by Landlord at any time during the Term. (II) 'Tenant's personal property" means Tenant's equipment, furniture, and movable property (including cabling) placed in the Premises by Tenant. (mm) "Tenant's trade fixtures" means any property attached to the Premises by Tenant. 19 7e. - Community Services Department recommends approval of a five-year lease Page 111 of 170 (nn) "Termination" means the ending of the Term for any reason before expiration, as defined in this Section. (oo) "Work" means the construction of any improvements or alterations or the performance of any repairs done by Tenant or caused to be done by Tenant on the Premises as permitted by this Lease. 43. (pp) "Day" which shall mean calender day unless specified otherwise. Miscellaneous Provisions. (a) Entire Agreement. This Lease sets forth the entire agreement of the Parties as to the subject matter hereof and supersedes all prior discussions and understandings between them. This Lease may not be amended or rescinded in any manner except by an instrument in writing signed by a duly authorized officer or representative of each party hereto. (b) Governing Law. This Lease shall be governed by, and construed and enforced in accordance with, the laws of the State of Washington. (c) Severability. Should any of the provisions of this Lease be found to be invalid, illegal or unenforceable by any court of competent jurisdiction, such provision shall be stricken and the remainder of this Lease shall nonetheless remain in full force and effect unless striking such provision shall materially alter the intention of the parties. (d) Jurisdiction. In the event any action is brought to enforce any of the provisions of this Lease, the parties agree to be subject to exclusive in personam jurisdiction in the Superior Court in and for King County Washington, at the Maleng Regional Justice Center in Kent, Washington, or in the United States District Court for the Western District of Washington and agree that in any such action venue shall lie exclusively at Seattle, Washington. (e) Waiver. No waiver of any right under this Lease shall be effective unless contained in a writing signed by a duly authorized officer or representative of the party sought to be charged with the waiver and no waiver of any right arising from any breach or failure to perform shall be deemed to be a waiver of any future right or of any other right arising under this Lease. (f) Captions. Section captions contained in this Lease are included for convenience only and form no part of the agreement between the parties. (g) Notices. All notices or requests required or permitted under this Lease shall be in writing. If given by Landlord such notices or requests may be personally delivered, delivered by a reputable express delivery service such as Federal Express or DHL, or sent by certified mail, return-receipt requested, postage prepaid. If given by Tenant such notices or requests shall be sent by certified mail, return receipt requested, postage prepaid. Such notices or requests shall be deemed given when so delivered or mailed, irrespective of whether such notice or request is actually received by the addressee. All notices or requests to Landlord shall be sent to Landlord at Landlord's Address for Notice and all notices or requests to Tenant shall be sent to Tenant at Tenant's Address for Notice. Either party may change the address to which notices shall be sent by notice to the other party. (h) Binding Effect. Subject to the provisions of Section 25 captioned "Assignment and Subletting", this Lease shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. No permitted assignment of this Lease or Tenant's rights hereunder shall be effective against Landlord unless and until an executed counterpart of the instrument of assignment shall have been delivered to Landlord and Landlord shall have been furnished with the name and address of the assignee. The term "Tenant" shall be deemed to include the assignee under any such permitted assignment. (i) Effectiveness. This Lease shall not be binding or effective until properly executed and delivered by Landlord and Tenant. 0) Gender and Number. As used in this Lease, the masculine shall include the feminine and neuter, the feminine shall include the masculine and neuter, the neuter shall include the masculine and feminine, the singular shall include the plural and the plural shall include the singular, as the context may require. (k) Time of the Essence. Time is of the essence in the performance of all covenants and conditions in this Lease for which time is a factor. Dated the date first above written. Landlord: The City of Renton, Washington, a Washington municipal corporation Tenant: Amazing Grace Lutheran Church, a Washington non-profit corporation By:_ By:. 20 7e. - Community Services Department recommends approval of a five-year lease Page 112 of 170 Title:. Title:. Date executed:. Date executed:. By: By: Title: Title:. Date executed:. Date executed:. This Lease has been prepared for submission to you and your attorney. Kidder Mathews is not authorized to give legal or tax advice. Neither Landlord nor Kidder Mathews makes any representations or recommendations as to the legal sufficiency, legal effect or tax consequences of this document or any transaction relating thereto. These are questions for your attorney with whom you should consult before signing the document to determine whether your legal rights are adequately protected. [Notary attached] 21 7e. - Community Services Department recommends approval of a five-year lease Page 113 of 170 CITY OF RENTON, WASHINGTON ORDINANCE NO. AN ORDINANCE OF THE CITY OF RENTON, WASHINGTON, AMENDING SECTIONS 4-2-110 AND 4-2-115 OF CHAPTER 2, ZONING DISTRICTS - USES AND STANDARDS, OF TITLE IV (DEVELOPMENT REGULATIONS) OF THE RENTON MUNICIPAL CODE, ESTABLISHING A MINIMUM SETBACK FOR GARAGES AND CARPORTS OF TWENTY FEET (20') AND ALLOWING A FRONT AND SIDE YARD ALONG A STREET SETBACK REDUCTION FOR PROPERTIES FRONTING A TURNAROUND FOR EMERGENCY SERVICE VEHICLES. WHEREAS, the City recognizes that minimum required distances between building footprints and property lines, known as "setbacks," shape the built environment and impact not only individual properties, but the community as well; and WHEREAS, garages and carports are common structures on residential property and are used by property owners to store vehicles and other personal property; and WHEREAS, garages and carports are not always used to store vehicles and therefore vehicles are often parked in front of the structure and sometimes extend into the public right- of-way creating obstructions to vehicular and pedestrian traffic; and WHEREAS, the City hereby sets standards that ensure garages and carports are sufficiently set back from property lines to prevent vehicles parked in front of the structures from extending into the public right-of-way; and WHEREAS, the City also recognizes that turnarounds for emergency vehicles located on dead-end streets consume a significant amount of land area and create a unique neighborhoods that differ from residential neighborhoods located on through-streets; and WHEREAS, the City seeks to provide reasonable but safe opportunities to grant reductions of normal setbacks for properties located on turnarounds; and 1 9a. - Title IV (Development Regulations) Docket #10A D-102, Garage, Carport, and Page 114 of 170 ORDINANCE NO. WHEREAS, this matter was referred to the Planning Commission for investigation, study, and the matter having been considered by the Planning Commission, and the text amendment request being in conformity with the City's Comprehensive Plan, as amended; and WHEREAS, the Planning Commission held a public hearing on September 3, 2014, and considered all relevant matters, and all parties were heard appearing in support or in opposition; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RENTON, WASHINGTON, DOES ORDAIN AS FOLLOWS: SECTION I. The Density, Lot Dimensions, Setbacks and Building Standards subsections of subsection 4-2-110.A, Development Standards for Residential Zoning Designations (Primary and Attached Accessory Structures), of Chapter 2, Zoning Districts - Uses and Standards, of Title IV (Development Regulations) of the Renton Municipal Code, are amended as shown below. The rest of the subsection shall remain as currently codified. DENSITY Minimum Net Density (for proposed short plats or subdivisions)1,15 RC, R-1, and R-4 none R-8 4 dwelling units per net acre R-10 For parcels over 1/2 gross acre: 4 dwelling units per net acre30 R-14 10 dwelling units per net acre30 RM For any subdivision, and/or development:30 "U" suffix: 25 dwelling units per net acre "T" suffix: 14 dwelling units per net acre "F" suffix: 10 dwelling units per net acre 2 9a. - Title IV (Development Regulations) Docket #10A D-102, Garage, Carport, and Page 115 of 170 ORDINANCE NO. Maximum Net Density2'14,15 RC 1 dwelling unit per 10 net acres R-1 1 dwelling unit per 1 net acre, except that in designated Urban Separators density of up to 1 unit per gross acre may be permitted subject to conditions in RMC 4-3- 110, Urban Separator Overlay Regulations. Assisted living bonus: A maximum density of 18 units/net acre may be allowed subject to conditions of RMC 4-9-065, Density Bonus Review. R-4 4 dwelling units per 1 net acre- R-8 8 dwelling units per 1 net acre, except that the maximum shall be 6.00 dwelling units per net acre when alleys are considered practical, as specified in RMC 4-7- 150.E.5, and are not part of the street configuration. R-10 10 dwelling units per net acre Assisted living bonus: A maximum density of 18 units/net acre, for assisted living, may be allowed subject to conditions of RMC 4-9-065, Density Bonus Reviewr R-14 14 dwelling units per net acre, except that density of up to 18 dwelling units per net acre may be permitted subject to conditions in RMC 4-9-065, Density Bonus Review. Assisted living bonus: A maximum density of 18 units/net acre, for assisted living, may be allowed subject to conditions of RMC 4-9-065, Density Bonus Review. Affordable housing bonus: Up to 30 dwelling units per net acre may be permitted on parcels a minimum of two acres in size if 50% or more of the proposed dwelling units are affordable to low income households with incomes at or below 50% of the area median income. RM "U" suffix: 75 dwelling units per net acre26 "T" suffix: 35 dwelling units per net acre "F" suffix: 20 dwelling units per net acre32 Assisted living bonus: 1.5 times the maximum density may be allowed subject to conditions of RMC 4-9-065, Density Bonus Review. LOT DIMENSIONS31 (for proposed plats and line adjustments) Minimum Lot Size 3 9a. - Title IV (Development Regulations) Docket #10A D-102, Garage, Carport, and Page 116 of 170 ORDINANCE NO. RC28 10 acres R-128 1 acre, except 10,000 sq. ft. for cluster development3 R-428 8,000 sq. ft.11, except for small lot cluster development10, where R-8 standards shall apply R-828 4,500 sq. ft. for parcels greater than 1 acre 5,000 sq. ft. for parcels 1 acre or less R-10 and R- 1429 No minimum lot size. However, developments of greater than 9 detached single family dwellings shall incorporate a variety of home sizes, lot sizes, and unit clusters. RM n/a Minimum Lot Width - see subsection 4-7-170.E. RC 150 ft. for interior lots 175 ft. for corner lots R-1 75 ft. for interior lots 85 ft. for corner lots Except for cluster development, where R-4 standards shall apply. R-4 70 ft. for interior lots 80 ft. for corner lots11 Except for small lot cluster development10, where R-8 standards shall apply. R-8 50 ft. for interior lots 60 ft. for corner lots R-10 and R- 14 No minimum lot width RM "T" suffix: 14 ft. All other suffixes: 50 ft. Minimum Lot Depth- see subsection 4-7-170.E. RC 200 ft. R-1 85 ft., except for cluster development, where R-4 standards shall apply3 R-4 80 ft.11, except for small lot cluster development10, where R-8 standards shall 4 9a. - Title IV (Development Regulations) Docket #10A D-102, Garage, Carport, and Page 117 of 170 ORDINANCE NO. apply R-8 65 ft. R-10 and R- 14 No minimum lot depth RM29 65 ft. Lot Configuration R-8, R-10, and R-14 See RMC 4-2-115, SETBACKS4,31 Guidelines for R-10 and R-14: Building setbacks shall ensure separation of homes and private spaces while allowing high density. Visual functional continuity shall be maintained between housing units through similar setbacks and/or landscape buffers landscaping. Structures and parking areas may encroach into required setbacks if it can be is shown that such encroachment allows significant trees or tree clusters to be retained, and that there is no unreasonable safety risk due to the encroachment. Encroachment shall be the minimum encroachment necessary to protect specified trees. In no case shall the yard be reduced to 50% or more of the required setback. Minimum Front Yard6 RC and R-1 30 ft. R-4 30 ft.12 Exceptions: 1. For small lot cluster development10, R-8 standards shall apply. 2. When a parking lot is provided in the rear yard of the lot with access from a public right-of-way or alley, 20 ft. 3. The Administrator of the Department of Community and Economic Development or designee may reduce the setback by a maximum of 50% of the required setback, when all of the following conditions apply: a. The setback that was required at the time of initial construction was less than 30 ft. 5 9a. - Title IV (Development Regulations) Docket #10A D-102, Garage, Carport, and Page 118 of 170 ORDINANCE NO. b. A reduced setback is appropriate given the character of the immediate neighborhood. c. There are no other alternative locations that can reasonably accommodate the request without encroaching into a setback. R-85 15 ft. except garage/carport setback shall be 20 ft. Unit with Alley-Accessed Garage: The front yard setback of the primary structure may be reduced to 10 ft. if all parking is provided in the rear yard of the lot with access from an photic right of way or- alley. R-10 and R- 14s 10 ft.21 except garage/carport setback which shall be iS 20 ft. RM-"U" suffix: 5 ft.18'19 except garage/carport setback shall be 20 ft. "T" suffix: 5 ft. except garage/carport setback shall be 20 ft. "F" suffix: 20 ft. except garage/carport setback shall be 20 ft. i/linimum Side Yard RC 25 ft. R-1 15 ft. R-4 5 ft. R-8 5 ft. R-10 and R- 14 Detached Units: 4 ft. Attached Units: 4 ft. for the unattached side(s) of the structure; 0 ft. for the attached side(s).33 RM "T" suffix - Attached Units: A minimum of 3 ft. for the unattached side(s) of the structure; 0 ft. for the attached side(s) Standard Minimum Setbacks for all other suffixes: Minimum setbacks for side yards:24 Lot width: less than or equal to 50 ft. - Yard setback: 5 ft. Lot width: 50.1 to 60 ft. - Yard setback: 6 ft. Lot width: 60.1 to 70 ft. - Yard setback: 7 ft. Lot width: 70.1 to 80 ft. - Yard setback: 8 ft. Lot width: 80.1 to 90 ft. - Yard setback: 9 ft. 6 9a. - Title IV (Development Regulations) Docket #10A D-102, Garage, Carport, and Page 119 of 170 ORDINANCE NO. Lot width: 90.1 to 100 ft. - Yard setback: 10 ft. Lot width: 100.1 to 110 ft. - Yard setback: 11 ft. Lot width: 110.1+ ft. - Yard setback: 12 ft. Additional setbacks for structures greater than 30 ft. in elevation: The entire structure shall be set back an additional 1 ft. for each 10 ft. of height in excess of 30 ft. to a maximum cumulative setback of 20 ft. Additional setbacks for lots abutting Single Family Residential Zones RC, R-1, R- 4, R-8, and R-10: 25 ft. along the abutting side(s) of the property. Side Yard Along a Street RC 30 ft. R-1 20 ft. R-4 20 ft.12 Exceptions: 1. For small lot cluster development10, R-8 standards shall apply. 2. The Administrator of the Department of Community and Economic Dovolopmont or designee may reduce the setback by a maximum of 50% of the required setback, when all of the following conditions apply: a. The setback that was required at the time of initial construction was less than 20 ft. b. A reduced setback is appropriate given the character of the immediate neighborhood. c. There are no other alternative locations that can reasonably accommodate the request without encroaching into a setback. R-85 15 ft. for tho primary structure except garage/carport setback shall be 20 ft. R-10 and R- 145 10 ft. except garage/carport setbacks which shall be -15-20 ft. RM5 "U" and "T" suffixes and on all previously existing platted lots which are 50 ft. or less in width: 10 ft. except garage/carport setback shall be 20 ft. All other suffixes with lots over 50 ft. in width: 20 ft. Minimum Rear Yard RC 35 ft. 7 9a. - Title IV (Development Regulations) Docket #10A D-102, Garage, Carport, and Page 120 of 170 ORDINANCE NO. R-1 25 ft. R-4 25 ft. Exceptions: 1. For small lot cluster development10, R-8 standards shall apply. Thr* AHmini^tntnr nf thn Dpmrtrnr,nt nf fnmmnnitv *i n r! r-rnr\r\ty\\r R-4 Development or designee may reduce the setback by a maximum of 50% of the required setback, when all of the following conditions apply: a. The setback that was required at the time of initial construction was less than 25 ft. b. A reduced setback is appropriate given the character of the immediate neighborhood. c. There are no other alternative locations that can reasonably accommodate the request without encroaching into a setback. R-8 20 ft. R-10 and R- 14 12 ft.21 except for garages/carports accessed via allevs: to ensure adequate R-10 and R- 14 vehicular maneuvering area, garages and carports that are accessed via allevs R-10 and R- 14 shall be adequately set back as follows: R-10 and R- 14 1. 9 ft. garage doors shall be at least 26 ft. from the back edge of the allev, or R-10 and R- 14 2. 16 ft. garage doors shall be at least 24 ft. from the back edge of the allev. RM "U" suffix: 5 ft.18'19, unless lot abuts an RC, R-1, R-4, R-8, or R-10 zone, then 25 ft. "T" suffix: 5 ft. "F" suffix: 15 ft. Minimum Freeway Frontage Setback RC, R-1, R- 4, R-8, R- 10, and R- 14 10 ft. landscaped setback from the street property line. Clear Vision Area RC, R-1, R- 4, R-8, R- 10, and R- In no case shall a structure over 42 in. in height intrude into the 20 ft. clear vision area defined in RMC 4-11-030, Definitions C. 8 9a. - Title IV (Development Regulations) Docket #10A D-102, Garage, Carport, and Page 121 of 170 ORDINANCE NO. 14 Reciprocal Use Easements RC, R-1, R- 4 and R-8 n/a R-10, and R-14 In order to allow for opportunities that maximize space, reciprocal use easements are allowed. If used, all of the following are required: 1. Reciprocal side and/or rear yard use easements shall be delineated on the site plan. 2. Residential walls facing a reciprocal side yard shall not have any windows within 5 feet of ground level or doors entering into the yard space of the abutting home. 3. The design of use easements should not negatively affect the building foundations. 4. The layout of each home should be such that privacy is maintained between abutting houses. RM n/a BUILDING STANDARDS Maximum Building Height, except for uses having a "Public Suffix" (P) designation and public water system facilities8'9 RC, R-1, R- 4, R-8 and R-10 30 ft. R-14 Residential and Civic Uses: 30 ft. Commercial Uses: 20 ft. RM "U" suffix "T" suffix: "F" suffix: :50 ft. 35 ft. 35 ft.20 Maximum Height for Wireless Communication Facilities (Including Amateur Radio Antennas) RC, R-1, R-See RMC 4-4-140G, Standards for Specific Types of Wireless Facilities. Amateur 9 9a. - Title IV (Development Regulations) Docket #10A D-102, Garage, Carport, and Page 122 of 170 ORDINANCE NO. 4, R-8, R- 10, R-14 and RM radio antennas are allowed a maximum height of six feet (6') without a conditional use permit. Larger structures will have maximum height determined via the conditional use permit process, RMC 4-9-030, Conditional Use Permits, as it exists or may be amended. Maximum Building Coverage (Including Primary and Accessory Buildings) RC Lots 5 acres or more: 2%; an additional 5% of the total area may be used for agricultural buildings. Lots 10,000 sq. ft. to 5 acres: 15%; on lots greater than 1 acre, an additional 5% of the total area may be used for agricultural buildings. Lots 10,000 sq. ft. or less: 35%. R-1 20% R-4 and R-8 Lots greater than 5,000 sq. ft.: 35% or 2,500 sq. ft., whichever is greater. Lots 5,000 sq. ft. or less: 50% R-10 and R- 14 n/a RM "U" suffix: 75% "J" suffix: 75% "F" suffix: 35% A maximum coverage of 45% mav be obtoined allowed through the Hearing Examiner site development plan review process. Maximum Impervious Surface Area RC Lots 5 acres or more: 20%. Lots 10,000 sq. ft.: 55%; for each additional 10,000 sq. ft. increase in lot size, the impervious coverage shall be decreased by 1.75% to a minimum of 20% for a 5- acre lot. Lots 10,000 sq. ft. or less: 55% R-1 30% R-4 55% R-8 75% R-10 Detached units: 75% 10 9a. - Title IV (Development Regulations) Docket #10A D-102, Garage, Carport, and Page 123 of 170 ORDINANCE NO. Attached units: 65% R-14 85% RM "U" and "T" suffixes: 85% All other suffixes: 75% Building Design RM "U" suffix: Modulation of vertical and horizontal facades is required at a minimum of 2 ft. at an interval of a minimum offset of 40 ft. on each building face. "U" and "T" suffixes: See RMC 4-3-100 for Urban Design Regulations^ Maximum Number of Units per Building R-10 No more than four (4) dwelling units per building. R-14 No more than six (6) dwelling units per building. SECTION II. Subsection 4-2-110.B, Development Standards for Residential Development (Detached Accessory Buildings), of Chapter 2, Zoning Districts - Uses and Standards, of Title IV (Development Regulations) of the Renton Municipal Code, is amended as follows: 4-2-110.B DEVELOPMENT STANDARDS FOR RESIDENTIAL DEVELOPMENT (DETACHED ACCESSORY BUILDINGS)^ MAXIMUM NUMBER AND SIZE General RC, R-1, R-Accessory structures shall only be allowed on lots in conjunction with a primary 4, R-8, R-use. 10, R-14 and RM The total floor area of all accessory buildings shall not be greater than the floor area of the primary residential uses. The lot coverage of the primary residential structure combined aiem with all 11 9a. - Title IV (Development Regulations) Docket #10A D-102, Garage, Carport, and Page 124 of 170 ORDINANCE NO. accessory buildings shall not exceed the maximum lot coverage of the Zoning District.17 Accessory Dwelling Unit RC, R-1, R- 4, R-8, R-10 and R-14 1 unit per legal lot of record - 800 sq. ft. or 75% of primary residence, whichever is smaller16 RM n/a Other Types of Accessory Structures Allowed in Addition to Accessory Dwelling Unit RC and R-1 2 structures - max. 720 sq. ft. per structure, or 1 structure - max. 1,000 sq. ft. In addition, 1 barn or stable - max. 2,000 sq. ft., provided the lot is 5 acres or more. R-4 and R-8 2 structures - max. 720 sq. ft. per structure, or 1 structure - max. 1,000 sq. ft. R-10 and R- 14 1 structure per residential unit - max. 400 sq. ft.; provided, that they are architecturally consistent with the principal structure. Except greenhouses, sheds, or other similar accessory structures - max. 150 sq. ft. MAXIMUM BUILDING HEIGHT5 RC Accessory building - 15 ft. R-1, R-4 and R-8 Accessory building - 15 ft. Accessory dwelling units - 30 ft., except that the accessory unit structure (dwelling space, garage space, etc.) shall not be taller in height than the primary dwelling. Animal husbandry or agricultural related structures - 30 ft. R-10 and R- 14 Accessory building - 15 ft. Accessory dwelling unit - 30 ft. RM 25 ft., except in the RM-U District where the maximum height shall be determined through the site plan review process 12 9a. - Title IV (Development Regulations) Docket #10A D-102, Garage, Carport, and Page 125 of 170 ORDINANCE NO. Maximum Building Height for Public Facilities - See RMC 4-2-110.D.9 Maximum Height for Wireless Communication Facilities (Including Amateur Radio Antennas) RC, R-1, R- 4, R-8, R- 10, R-14, and RM See RMC 4-4-140.G, Standards for Specific Types of Wireless Facilities. Freestanding vertical monopole amateur radio antennas are allowed a maximum height of forty five feet (45') without a conditional use permit. Larger Taller structures will have maximum height determined via the conditional use permit process, RMC 4-9-030, Conditional Use Permits, as it exists or may be amended. LOCATION General RC, R-1, R- 4, R-8^ an4 R-10, R-14 ft/a-6 ft. from any residential structure. If sited closer than 6 ft., the structure will RC, R-1, R- 4, R-8^ an4 R-10, R-14 be considered to be attached. and RM R-14 and For anv lot that abuts an allev, vehicular access to garages or carports shall be RM-I 1 thmnph Gnr^rc: nnd rnrnnrt^ r.hall only have access from the allev. when lots mvi U obut an alloy. When lots do not abut an alley, garages and carports shall be located in the rear yard or side yard, and sot back from tho front of tho primary structure by a minimum of 6 foot. RJVT "1 Vf Cr-M".rtAr r-imAi-+r rlt-tll r\r»lw h^wrt nrrnrf frnm tho olloi/.i.ruhnn Intr RJVT —<\j "m 3UT1TX* \J3u I UtjCb U i ILr exit pUI \.ZJ iii I el n Ul lly I luvu ULLCJO IIUIII LIIL uiii-y v if • • ^— • • • w ihnf-^^ -> 11 >^w \A/U/-^n tnt^ rln nnf nhitf in nllp\/ frnrrtrTPr'. nnd rnrnnrt^ ^hnll ho RJVT uUUL ull ui'ltry;—VvllcM IULJ UU IIUI UUUl all U1 i^ry, guI ugUj unw ^IIUU \- I 4-/-»<-! tho mir vnrH nr **iHn \/irrl RJVT lULdLvJU III Lilcr IL.UI yui uu\ DIUC yui u. MINIMUM SETBACKS General RC, R 1, R A D Q D a A- f>-^rv> vrsr~\Ar\i^-fi-> 1 <-f-rii r-ti n m If ritnH rlnror thnn R ft—tho ^t-H-iPturo will ho 4, K o, K- m D 1 A lpnnr'r'Ai'AH tn ho TtttrhnH IV, n J-'r and RM fcxJHiJlUCl VJU LU UC aUULIICU. Front Yard / Side Yard Along Streets RC, R-1, R-Unless explicitiv stated otherwise, setbacks applied to the primarv structure also 4, R-8, R-apply to accessory structures; where the setback is less than 20 ft., any detached 13 9a. - Title IV (Development Regulations) Docket #10A D-102, Garage, Carport, and Page 126 of 170 ORDINANCE NO. 10, R-14 garage/carport (or structure that incorporates vehicular parking) shall have a and RM minimum 20 ft. setback. Side Yards for Accessory Buildings RC and R-1 5 ft., unless located between the rear of the house and the rear property line, then 0 ft. side yard is allowed. R-4, R-8, R- 10, R-14 and RM 3 ft., unless located between the rear of the house and the rear property line, then 0 ft. side yard is allowed. Side Yards for Accessory Dwelling Units RC 25 ft., except when along a street, then 30 ft. R-1 25 ft., except when along a street, then 20 ft. R-4 5 ft. R-8 ^ "R" pyppnt whpn "tlnnp i rf"ropt thpn 1 ^ ft • nr whpn mrt of in "itt-inhpH n-R-8 _) I K..f UAL. U[J L Wl I Ul I UIUII^U Oil LLL7 LIIUII XJ I L.; Ul VVIIUiI UUi L Ul Ul I ULLuLIILU gU I UgL. "thit nrf~r"~r'Pr" frnm thp rirlr> mrrl "llnnp t '"trppt thpn T) ft R-8 LI IU L UUL-UOJULl 11 Utl I LI IU illU U yUl U U IUI IJ-J U iJLI UU L, LIIUII /LU IL. R-10 and R- 14 4 ft., except when along a street, located on a corner lot then 8 ft., with an 18 ft. •~pth *i c\f f mm thp f IPP nfthp nit—IPP tn thp h 1 rlf nf thP nn rh inH /nr tn nnu R-10 and R- 14 LiULUUL.lV ilUIII LIIU IULU Ul LI I U £JU 1 UJ-JU LU LMU UUL.IX.Ul LI 1U LUI U Ul IU/ U1 LU U 11 y sidewalk or pathway. RM n/a Rear Yards for Accessory Buildings RC 5 ft. R-1, R-4, R- 8, R-10, R- 14 and RM 3 ft., unless located between the rear of the house and the rear property line, then 0 ft. rear yard is allowed. Except for garages/carports accessed via allevs: in order to ensure that there is R-1, R-4, R- 8, R-10, R- 14 and RM adequate vehicular maneuvering area, turning radius, garages and carports that R-1, R-4, R- 8, R-10, R- 14 and RM are accessed via e+> allevs shall be set back as follows: 1. 9 ft. garage doors shall be at least 26 ft. from the back edge of the alley, or 2. 16 ft. garage doors shall be at least 24 ft. from the back edge of the alley. Rear Yards for Accessory Dwelling Units 14 9a. - Title IV (Development Regulations) Docket #10A D-102, Garage, Carport, and Page 127 of 170 ORDINANCE NO. RC, R-1, R-Accessory DwellinR Units that incorporate a RaraRe/carport shall be set back as 4, R-8, R- 10, R-14 follows: 1. 9 ft. RaraRe doors shall be at least 26 ft. from the back edRe of the allev, or and RM 2. 16 ft. RaraRe doors shall be at least 24 ft. from the back edge of the alley. RC Determined through administrative review, to be no less than 10 ft. and no greater than 35 ft. R-1 and R-4 Determined through administrative review, to be no less than 10 ft. and no greater than 25 ft. R-8 Determined through administrative review, to be no less than 5 ft. and no greater than 20 ft. R-10 and R- 14 Determined through administrative review, to be no less than 5 ft. and no greater than 10 ft. RM n/a RC, R 1, R A D O D Arrprrnrv «"tnirti irr**" im nnt nnrmittnH within mm lirrr! front \/TrH*" nr ^iHr* vnrrl'* io, R v\ and RM along streets. Special Setbacks for Animal Husbandry or Agricultural Related Structures RC, R-1, R- 4, R-8, R- 10, and R- 14 Agricultural related structures - 50 ft. from any property line. Stables and other animal husbandry related structures, see RMC 4-4-010. RM n/a Clear Vision Area RC, R-1, R- 4, R-8, R- 10, R-14 and RM In no case shall a structure over 42 in. in height intrude into the 20 ft. clear vision area defined in RMC 4-11-030. PARKING 15 9a. - Title IV (Development Regulations) Docket #10A D-102, Garage, Carport, and Page 128 of 170 ORDINANCE NO. or D 1 OA f"-»>-\fTpr -mrl riirnnirtr mi i^t nrnwiiHn i minineti1m nf fl" nf hniHf nnt rnnm PitHnr -M-*/J D Q r> n '"?tlrt fyr rni » nf"! Ft f 1 FFt H rHUffH T Q\/ «~n rf ft Pf flT nt"n Of" 1 HI H TOX/P H MF'rtt'' of - W.1W pf-i-u fx-o s-wface. See RMC 4-4-QgQr D 1 n -4(^^-4 D tr"-\rvr\r~ *- U ~> IJ U/t r-/->4- h irl' i minimII iim nf i 0 ff* frntn tho f rnnt nf tno r*! 'Hn+R-*3 r\ JLU uliU r\~ "7 -ft- from thA nmlir nf *? nnrph nr •"tnnn f-ii i rn PT* *~ <~n"ill hi\/n T minitninm r\ JLU uliU r\~ 1 o <-4rnipvA f*\i Innrth frnm tho fnrp nf thn nripp tn thn h nrlf nf thn r'iHnwillf r\ JLU uliU r\~ r\ JLU uliU r\~ W—UL.LL.cizj luiiu, uiuuoi) ULtLj^tu uy uii uiiuyvvuy. CRITICAL AREAS General RC, R-1, R- 4, R-8, R- 10, and R- 14 See RMC 4-3-050 and 4-3-090. SECTION III. Subsections 4-2-110.D.5, 4-2-110.D.6, 4-2-110.D.22 and 4-2-110.D.23, of subsection 4-2-110.D, Conditions Associated with Development Standards Table for Residential Zoning Designations, of Chapter 2, Zoning Districts - Uses and Standards, of Title IV (Development Regulations) of the Renton Municipal Code, are amended as shown below. The rest of the subsection shall remain as currently codified. 5. In order to be considered detached, a structure must be sited a minimum of six feet (6') from any residential structure. The minimum front yard and side yard along a street setback for lots that abut required turnarounds (cul- de-sacs and hammerheads) mav be reduced, excluding garage setbacks, to no less than five feet (5'), subject to the following: 16 9a. - Title IV (Development Regulations) Docket #10A D-102, Garage, Carport, and Page 129 of 170 ORDINANCE NO. a. The maximum building coverage cannot be attained without a reduction of the front yard and/or side yard along a street setback; and b. The setback reduction is the minimum necessary to attain the allowed building coverage; and c If a setback reduction is approved under this provision the exceptions to setbacks pursuant to 4-2-110.D.4 (Allowed Projections into Setbacks) shall apply unless the proposed projection is closer than five feet (5') to the property line/easement, except for eaves, which mav encroach the minimum five feet (5') setback as specified in 4-2-110.D.4. d. The setback reduction mav commence at a right angle to the point at which the right-of-way, tract or easement begins to expand to form the turnaround. 6. A front yard setback of loss than typically allowed is permitted if may be reduced to be equal to or greater than the averaged of tho front yard setbacks of the existing, abutting primary structures on abutting lots along the same street; however, this setback reduction does not apply to attached or detached garages in no case shall a minimum setback of loss than twenty foot {3Q^-be-ollowed for garages which access from-tho front yard streot(s). 22. Reserved Provided that, in those cases where tho subject yard abuts common opon spaco, this setback is reduced to four feet (4'). 23. Reserved Setbacks shall be measured consistent with the "yar-d requirement" in chapter 4 11 RMC, except in the case of "shadow lots," setbacks 17 9a. - Title IV (Development Regulations) Docket #10A D-102, Garage, Carport, and Page 130 of 170 ORDINANCE NO. shall bo measured from the "shadow lot linos" in the same- manner as a conventionally subdivided lot. SECTION IV. Subsections 4-2-115.B, Applicability, 4-2-115.D, Conflicts, 4-2-115.E, Administration, 4-2-115.F.l, Site Design and 4-2-115.F.2, Open Space, of subsection 4-2-115, Residential Design and Open Space Standards, of Chapter 2, Zoning Districts - Uses and Standards, of Title IV (Development Regulations) of the Renton Municipal Code are amended as shown below. The rest of the subsection shall remain as currently codified. B. APPLICABILITY: 1. This Ssection shall apply to all new dwelling units in the following zones: Resource Conservation (RC), Residential One Dwelling Unit per Acre (R-1), Residential Four Dwelling Units per Acre (R-4), Residential Eight Dwelling Units per Acre (R-8), Residential Ten Dwelling Units per Acre (R-10), and Residential Fourteen Dwelling Units per Acre (R-14). The standards of the Site Design subsection are required at the time of subdivision application. The standards of the Residential Design subsection are required at the time of application for building permits. The standards of Residential Design are required for the building for which the building permit is being issued. 2. Additions and/or expansions to detached or attached dwellings that are valued at fifty thousand dollars ($50,000) or more, or at fifty percent (50%) or greater of the most recent assessment or appraisal shall require that the entire dwelling or structure comply with the standards of the Residential Design subsection. 18 9a. - Title IV (Development Regulations) Docket #10A D-102, Garage, Carport, and Page 131 of 170 ORDINANCE NO. 3. When new dwelling units are created in the Residential Ten Dwelling Units per Acre (R-10) and Residential Fourteen Dwelling Units per Acre (R-14) zones, whether by subdivision or other means, any existing dwelling units included in the development shall comply with the standards of this Ssection. D, CONFLICTS; Where there are conflicts between the design rcgulatiens-of this Section and other sections of the Renton Municipal Code, the regulations of this Section shall prevail. ivD. ADMINISTRATION: 1. Review Process: Applications subject to these design regulations shall be processed as a component of the governing land use process. 2. Authority: The Administrator shall have the authority to approve, approve with conditions, or deny proposals based upon the provisions of these design regulations when no other permit or approval requires Hearing Examiner review. Proposals will be considered on the basis of individual merit, the overall intent of the standards and guidelines, and creative design alternatives will be encouraged in order to achieve the purposes of the design regulations. FrE. REQUIREMENTS: 1. Site Design: LOT CONFIGURATION: Variety in the configuration of lots enhances the image of variety of housing stock and helps minimize perceptions of monotony. Guidelines: Developments shall create pedestrian oriented environments and amplify the mutual relationship between housing units, roads, open space, and pedestrian amenities, while 19 9a. - Title IV (Development Regulations) Docket #10A D-102, Garage, Carport, and Page 132 of 170 ORDINANCE NO. also protecting the privacy of individuals. Lots shall be configured to encourage variety within the development. Standards: RC, R-1, and R-4 n/a R-8 One of the following is required: 1. Lot width variation of ten feet (10') minimum of one per four (4) abutting street-fronting lots, or 2. Minimum of four (4) lot sizes (minimum of four hundred (400) gross square feet size difference), or 3. A front yard setback variation of at least five feet (5') minimum for at least every four (4) abutting street-fronting lots. R-10 and R-14 Developments of more than four (4) structures shall incorporate a variety of home sizes, lot sizes, and unit clusters. Dwellings shall be arranged to ensure privacy so that side yards abut other side yards (or right-of-way) and do not abut front or back yards. Lots accessed by easements or pipestems shall be prohibited. GARAGES: The minimization of the visual impact of garages contributes to creating communities that are oriented to people and pedestrians, as opposed to automobiles. Guidelines: The visual impact of garages shall be minimized, while porches and front doors shall be the emphasis of the front of the home. Garages shall be located in a manner that minimizes the presence of the garage and shall not be located at the end of view corridors. Alleyway access is encouraged. If used, shared garages shall be within an acceptable walking distance to the housing unit it is intended to serve. Standards: RC and R-1 n/a R-4 and R- 8 One of the following is required; the garage is: 1. Recessed from the front of the house and/or front porch at least eight feet (8'), or 20 9a. - Title IV (Development Regulations) Docket #10A D-102, Garage, Carport, and Page 133 of 170 ORDINANCE NO. 2. Located so that the roof extends at least five feet (5') (not including eaves) beyond the front of the garage for at least the width of the garage plus the porch/stoop area, or 3. Alley accessed, or 4. Located so that the entry does not face a public and/or private street or an access easement, or 5. Sized so that it represents no greater than fifty percent (50%) of the width of the front facade at ground level, or 6. Detached. The portion of tfre an attached garage wider than twenty six-feet (26') across the front shall be set back at least an additional two feet (2'). R-10 and R-14 Garages may be attached or detached. Shared garages are also allowed, provided the regulations of RMC 4-4-080 are met. Carports are not allowed. One of the following is required; the garage must be: 1. Recessed from the front of the house and/or front porch at least eight feet (8'), or 2. Detached and set back from the front of the house and/or porch at least six feet (6'). Additionally, all of the following is required: 1. Garage design shall be of similar design to the homes, and 2. A minimum eighteen foot (18') driveway length from tho face of tho garago to tho back of tho sidewalk or access oasomont/lano is required, unless accessed by an alley, and 3T If sides of the garage are visible from streets, lanes, sidewalks, pathways, trails, or other homes, architectural details shall be incorporated in the design. If shared garages are allowed, they may share the structure with other homes and all of the following is required: 1. Each unit has garage space assigned to it, and 2. The garage is not to be located further than one hundred sixty 21 9a. - Title IV (Development Regulations) Docket #10A D-102, Garage, Carport, and Page 134 of 170 ORDINANCE NO. feet (160') from any of the housing units to which it is assigned, and 3. The garage shall not exceed forty-four feet (44') in width, and shall maintain an eight foot (8') separation from any dwellings. 2. Open Space: OPEN SPACE: Open space is a significant eiement in the development of livable communities and creates opportunities for good health. Guidelines: All open space shall be designed to preserve existing trees. Except for Native Growth Protection Areas, all common open space areas shall be designed to accommodate both active and passive recreational opportunities and be visible and open to the street. Pocket parks shall be designed to serve four (4) to ten (10) homes. Private yards are located at the rear or side of homes and can include trees, planting beds, and privacy fences. Reciprocal use easements can provide greater usability of private yards. Landscaping: R-10 and R-14 See RMC 4-4-070, as it exists or may be amended. Standards for Parks: R-10 and R-14 For developments that are less than ten (10) net acres: No park is required, but is allowed. For developments that are greater than ten (10) net acres: A minimum of one one-half (.5) acre park, in addition to the common open space requirement, is required. Standards for Common Open Space: R-10 and R-14 Developments of three (3) or fewer dwelling units: No requirement to provide common open space. Developments of four (4) or more units: Required to provide common open space as follows: 1. For each unit in the development, three hundred fifty (350) square feet of common open space shall be provided. 22 9a. - Title IV (Development Regulations) Docket #10A D-102, Garage, Carport, and Page 135 of 170 ORDINANCE NO. 2. Open space shall be designed as a park, common green, pea- patch, pocket park, or pedestrian entry easement in the development and shall include picnic areas, space for small recreational activities, and other activities as appropriate. 3. Open space shall be located in a highly visible area and be easily accessible to the neighborhood. 4. Open space(s) shall be contiguous to the majority of the dwellings in the development and accessible to all dwellings, and shall be at least twenty feet (20') wide. 5. A pedestrian entry easement can be used to meet the access requirements if it has a minimum width of twenty feet (20') with a minimum five feet (5') of sidewalk. 6. Pea-patches shall be at least one thousand (1,000) square feet in size with individual plots that measure at least ten feet by ten feet (10' x 10'). Additionally, the pea-patch shall include a tool shed and a common area with space for compost bins. Water shall be provided to the pea-patch. Fencing that meets the standards for front yard fencing shall surround the pea-patch with a one foot (1') landscape area on the outside of the fence. This area is to be landscaped with flowers, plants, and/or shrubs. 7. Grass-crete or other pervious surfaces may be used in the common open space for the purpose of meeting the one hundred fifty feet (150') distance requirement for emergency vehicle access but shall not be used for personal vehicle access or to meet off-street parking requirements. 8. Storm ponds may be used to meet the common open space requirement if designed to accommodate a fifty (50) year storm and to be dry ninety percent (90%) of the year. Standards for Private Yards: R-10 and R-14 Developments of three (3) or fewer dwelling units: Each individual dwelling shall have a private yard that is at minimum six hundred (600) square feet in 23 9a. - Title IV (Development Regulations) Docket #10A D-102, Garage, Carport, and Page 136 of 170 ORDINANCE NO. size. Backyard patios and reciprocal use easements may be included in the calculation of private yard. Developments of four (4) or more dwelling units: Each ground-related dwelling shall have a private yard that is at least two hundred fifty (250) square feet in size with no dimension less than eight feet (8') in width. An additional two hundred fifty (250) square feet of open space per unit shall be added to the required amount of common open space for each unit that is not ground related. Common Open Space or Park Substitutions: R-10 and R-14 See RMC 4-1-240. SECTION V. Section 4-11-010, Definitions A, of Chapter 11, Definitions, of Title IV (Development Regulations) of the Renton Municipal Code, is amended to add a definition of "Administrator", to read as follows: ADMINISTRATOR: Unless otherwise specified in this Title, Administrator shall mean the Administrator of the Department of Community and Economic Development or designee. SECTION VI. This ordinance shall be effective upon its passage, approval, and five (5) calendar days after publication. PASSED BY THE CITY COUNCIL this day of , 2014. Jason A. Seth, Acting City Clerk 24 9a. - Title IV (Development Regulations) Docket #10A D-102, Garage, Carport, and Page 137 of 170 ORDINANCE NO. APPROVED BY THE MAYOR this day of , 2014. Denis Law, Mayor Approved as to form: Lawrence J. Warren, City Attorney Date of Publication: ORD:1832:9/16/14 25 9a. - Title IV (Development Regulations) Docket #10A D-102, Garage, Carport, and Page 138 of 170 CITY OF RENTON, WASHINGTON ORDINANCE NO. AN ORDINANCE OF THE CITY OF RENTON, WASHINGTON, AMENDING SECTION 4-4-080 OF CHAPTER 4, CITY-WIDE PROPERTY DEVELOPMENT STANDARDS, SECTION 4-6-060 OF CHAPTER 6, STREET AND UTILITY STANDARDS, SECTION 4- 7-170 OF CHAPTER 7, SUBDIVISION REGULATIONS, AND SECTIONS 4-11-190 AND 4-11-250 OF CHAPTER 11, DEFINITIONS, OF TITLE IV (DEVELOPMENT REGULATIONS) OF THE RENTON MUNICIPAL CODE, REDUCING THE NUMBER OF LOTS THAT CAN BE ACCESSED BY A PRIVATE STREET, PRECLUDING THE CREATION OF A PRIVATE STREET IN CONJUNCTION WITH A SUBDIVISION OF TEN (10) OR MORE LOTS, LIMITING THEIR LENGTH TO TWO HUNDRED FEET (200'), REQUIRING THE PRIVATE STREET BE WITHIN A TRACT AND PRECISE LANGUAGE BE RECORDED ON THE FACE OF THE PLAT, AND REVISING REFERENCES TO EASEMENTS AND PRIVATE STREETS TO TRACTS AND SHARED DRIVEWAYS. WHEREAS, the City recognizes that private streets are sometimes appropriate; and WHEREAS, the City recognizes that current private street standards have contributed to developments that are not in keeping with the vision of the Comprehensive Plan; and WHEREAS, the current private street standards do not adequately apprise landowners of their responsibilities for ownership and maintenance of the private streets; and WHEREAS, the City hereby sets standards that reduce the prevalence of private streets and establish a means by which both current and future landowners are aware of their shared ownership and maintenance responsibilities; and WHEREAS, this matter was referred to the Planning Commission for investigation, study, and the matter having been considered by the Planning Commission, and the text amendment request being in conformity with the City's Comprehensive Plan, as amended; and 9b. - Title IV (Development Regulations) Docket #10A D-103, Private Streets (1st Page 139 of 170 ORDINANCE NO. WHEREAS, the Planning Commission held a public hearing on September 3, 2014, and considered all relevant matters, and all parties were heard appearing in support or in opposition; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RENTON, WASHINGTON, DOES ORDAIN AS FOLLOWS: SECTION I. Subsection 4-4-080.1.7.b, Where Permitted, of Chapter 4, City-Wide Property Development Standards, of Title IV (Development Regulations) of the Renton Municipal Code, is amended as follows: b. Where Permitted: Adjoining commercial or industrial uses may utilize a joint use driveway where such joint use driveway reduces the total number of driveways entering the street network, subject to the approval of the Department of Community and Economic Development. Joint use driveways must be created upon the common property line of the properties served or through the granting of a permanent access easement when said driveway does not exist upon a common property line. Joint use access to the driveway shall be assured by easement or other legal form acceptable to the City. SECTION II. Subsection 4-6-060.J, Private Street Standards, of Chapter 6, Street and Utility Standards, of Title IV (Development Regulations) of the Renton Municipal Code, is amended as follows: J. PR4VAT-i-ST-RKTS-SHARED DRIVEWAY STANDARDS: 1. When Permitted: Private streets are Shared driveways mav be allowed for access to six (6) four (4) or fewer residential lots, provided^ at least two (2) of 2 9b. - Title IV (Development Regulations) Docket #10A D-103, Private Streets (1st Page 140 of 170 ORDINANCE NO. the six (6) lots abut a public rigM-ef-wayr-P+wate streets-will only be pormittcd if a-p+jblic street is-net-afttieipatcd by the Dopartmont of Community and-Eeeffce-fn-ie •Dovolopmont to be neccsso-ry for existing or future traffic and/or pedestrian circulation through the subdivision or-to servo adjacent property. a. At least one (1) of the four (4) lots abuts a public right-of-way with at least fifty (50) linear feet of property: and b. The subject lots are not created by a subdivision of ten (10) or more lots: and c. A public street is not anticipated by the City of Renton to be necessary for existing or future traffic and/or pedestrian circulation through the short subdivision or to serve adjacent property; and d. The shared drivewav would not adversely affect future circulation to neighboring properties; and e. The shared drivewav is no more than two hundred feet (200') in length; and £ The shared drivewav poses no safety risk and provides sufficient access for emergency vehicles and personnel; and & Maintenance: The applicant shall ensure the shared drivewav can be continually maintained to minimum standards listed in this section bv the owners of the lots served bv the drivewav to the satisfaction of the City of Renton, prior to the recording of the short plat. 3 9b. - Title IV (Development Regulations) Docket #10A D-103, Private Streets (1st Page 141 of 170 ORDINANCE NO. h. Covenants. Conditions and Restrictions: Covenants, conditions and restrictions, which are approved bv the Administrator, shall be recorded with the King County Recorder's Office. The applicant shall provide a copy of the recorded document. These covenants shall provide for, at a minimum, the following: i. Maintenance, repair, operation, and payment of taxes for the commonly owned tract and facilities: and L These covenants shall run with the land and be irrevocable and binding on all the property owners, including their assigns, heirs, and successors. 2. Minimum Standards: : Stteh-Shared drivewavs private streets shall be within a tract: the width of the tract and paved surface shall be a minimum of sixteen feet (IS'V. the Fire Department mav require the tract and paved surface to be up to twenty feet (20') wide, consist of a minimum of a twenty six foot {^^^cascmcnt with a twenty foot (20') pavement width. The shared drivewav privato street shall may be required to provide a turnaround per RMC 4-6-060H. mooting the minimum requirements of this Chapter. No sidewalks are required for shared drivewavs private streets: however, drainage improvements pursuant to City Code are required (i.e., collection and treatment of stormwater). as well as an approved pavement thickness (minimum of four inches (4") asphalt over six inches (6") crushed rock). The maximum grade for the shared drivewav private street shall not exceed fifteen percent (15%), except for within approved 4 9b. - Title IV (Development Regulations) Docket #10A D-103, Private Streets (1st Page 142 of 170 ORDINANCE NO. hillside subdivisions. T-he4af>d-afea4Rcluded in private sfreet-easoments shall-ne* be included in the required minimum lot area for purposes of Sbtbd4v4s4efh 3. Signage Required: Appurtenant traffic control devices including installation of traffic and street name "No Parking" signs, as required by the Department of Community and Economic Development, shall be provided by the subdivider. The street name signs will m€k*e^-a-s4gf>4abeled "Pfivato Street." Lots served by the shared drivewav shall be addressed to the public street to which the shared drivewav connects. 4. Tract Required: The shared drivewav shall be wholly within a tract. The tract shall be shown and recorded on the face of the plat to be preserved in perpetuity. The owners of the subject lots shall have an equal and undivided interest in the ownership of the tract. 5. Easement Required: An access easement will bo required to create the private stroot shall be recoded with the King County Recorder's Office and be shown on the face of the plat to encumber the entirety of the tract. The easement shall prohibit any temporary or permanent physical obstructions within the easement including, but not limited to, the parking of non-emergency vehicles. •ST 6. Timing of Improvements: The privato street shared drivewav must be installed prior to recording of the plat unless doforrod approved for deferral. 5 9b. - Title IV (Development Regulations) Docket #10A D-103, Private Streets (1st Page 143 of 170 ORDINANCE NO. SECTION III. Subsection 4-6-060.K, Shared Driveways - When Permitted, of Chapter 6, Street and Utility Standards, of Title IV (Development Regulations) of the Renton Municipal Code, is deleted. SECTION IV. Subsection 4-7-170.B, Access Requirements, and 4-7-170.F, Pipestem Lots, of Chapter 7, Subdivision Regulations, of Title IV (Development Regulations) of the Renton Municipal Code, is amended as follows: B. ACCESS REQUIREMENTS: Each lot must have access to a public street or road. Access may be by private access easement street per the requirements of the street standards consistent with RMC 4-6-060J. F. PIPESTEM LOTS ALLOWED: Pipestem lots may be permitted for new plats to achieve the minimum density within the Zoning Code when there is no other feasible alternative to achieving the minimum density. 4T Minimum Lot Size and Pipestem Width and Length: The pipestem shall not exceed one hundred fifty feet (150') in length and not be less than twenty feet (20') in width. The portion of the lot narrower than eighty percent (80%) of the minimum permitted width shall not be used for lot area calculations eef or for the measurement of required front yard setbacks. Land area included in private access easements shall not be included in lot area calculations. Pipestem lots shall not abut one another. 2. Shared Access Requirements: Abutting pipestem lots shall have a shared private access driveway. A restrictive covenant will be required on both parcels for 6 9b. - Title IV (Development Regulations) Docket #10A D-103, Private Streets (1st Page 144 of 170 ORDINANCE NO. ffla4trteflanco of tho ptpestem dfwoway. Walkways-shall be paved for thotf-eft&fe w4d4rvaftd4eTTg#Hw#Ha-Berm surfaee and shall be adcquately-tightcd attire developer's cost. SECTION V. The definition of "Setback" in section 4-11-190, Definitions S, of Chapter 11, Definitions, of Title IV (Development Regulations) of the Renton Municipal Code, is amended as follows: SETBACK: The minimum required distance between the building footprint and the property line and any private access easement or tract. For lots containing private access easements, setbacks are the minimum required distance between the building footprint and the easement. A setback is measured perpendicularly from a lot line or private easement access to the outer wall of the structure. In the case where a structure does not have an outer wall, such as a carport, the measurement shall be to the posts of such structure, unless otherwise determined by the Department of Community and Economic Development Services Division. SECTION VI. Subsections A, Front Yard, and B, Side Yard along a Street, of the definition of "Yard Requirement" in section 4-11-250, Definitions Y, of Chapter 11, Definitions, of Title IV (Development Regulations) of the Renton Municipal Code, are amended as shown below. The rest of the definition shall remain as currently codified. A. Front Yard: The yard requirement which separates the structure(s) from public right-of-way,, ef private access easement, or shared driveway. For through 7 9b. - Title IV (Development Regulations) Docket #10A D-103, Private Streets (1st Page 145 of 170 ORDINANCE NO. lots, corner lots, and lots without street frontage, the front yard will be determined by the Planning Division Director. B. Side Yard along a Street: The yard requirement which is neither a front yard nor a rear yard, yet it abuts a street right-of-way, of private street or shared driveway. SECTION VII. This ordinance shall be effective upon its passage, approval, and five (5) calendar days after publication. PASSED BY THE CITY COUNCIL this day of , 2014. Jason A. Seth, Acting City Clerk APPROVED BY THE MAYOR this day of , 2014. Denis Law, Mayor Approved as to form: Lawrence J. Warren, City Attorney Date of Publication: ORD:1831:10/9/14:jo 8 9b. - Title IV (Development Regulations) Docket #10A D-103, Private Streets (1st Page 146 of 170 CITY OF RENTON, WASHINGTON ORDINANCE NO. AN ORDINANCE OF THE CITY OF RENTON, WASHINGTON, AMENDING SECTIONS 4-7-060 AND 4-7-170 OF CHAPTER 7, SUBDIVISION REGULATIONS, AND SECTION 4-11-120 OF CHAPTER 11, DEFINITIONS, OF TITLE IV (DEVELOPMENT REGULATIONS) OF THE RENTON MUNICIPAL CODE, CLARIFYING THE LOT LINE ADJUSTMENT DEFINITION AND STANDARDS, REQUIRING SUBJECT LOTS TO BE WITHIN THE SAME ZONING DISTRICT, CREATING A "NON-EVASIVE" PROVISION TO PREVENT LOT LINE ADJUSTMENTS FROM CIRCUMVENTING DEVELOPMENT STANDARDS TYPICALLY REQUIRED FOR SUBDIVISIONS, AND ESTABLISHING A MAXIMUM WIDTH TO DEPTH LOT LINE RATIO FOR ALL RESIDENTIAL LOTS. WHEREAS, the City recognizes that lot line adjustments are intended to accommodate a transfer of land between abutting legally created lots for the purpose of rectifying a disputed property line location or setback encroachment, improving lot design or access, or to comply with Title IV standards and/or requirements,, as long as no additional lot, parcels, or tracts are created; and WHEREAS, the City recognizes that some recent lot line adjustments have been sought or used to transfer land between abutting properties for the purpose of increasing the land area of property that is subsequently subdivided, yet arguably not subject to "frontage" improvements within the public right-of-way; and WHEREAS, incremental frontage improvements are necessary to improve public facilities that serve the immediate neighborhood and the City as a whole; and WHEREAS, the City reiterates that developers bear responsibility for frontage improvements and should not be permitted to use lot line adjustments to avoid the responsibility and costs of frontage improvements; and 1 9c. - Title IV (Development Regulations) Docket #10A D-110, Lot Line Adjustments Page 147 of 170 ORDINANCE NO. WHEREAS, this matter was referred to the Planning Commission for investigation, study, and the matter having been considered by the Planning Commission, and the text amendment request being in conformity with the City's Comprehensive Plan, as amended; and WHEREAS, the Planning Commission held a public hearing on September 3, 2014, and considered all relevant matters, and all parties were heard appearing in support or in opposition; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RENTON, WASHINGTON, DOES ORDAIN AS FOLLOWS: SECTION I. Section 4-7-060, Detailed Procedures for Lot Line Adjustments, of Chapter 7, Subdivision Regulations, of Title IV (Development Regulations) of Ordinance No. 4260 entitled "Code of General Ordinances of the City of Renton, Washington," is amended as follows: 4-7-060 DETAILED PROCEDURES FOR LOT LINE ADJUSTMENTS: A. PURPOSE: A The purpose of a lot line adjustment shall only be used to is to accommodate a transfer ef-land between abutting legally created lots for the purpose of rectifying a disputed property line location or freeing such a boundary from any difference or discrepancies, improving lot design or access, or attaining compliance with Title IV standards or requirements, provided no additional lot, parcel or tracts are created. B. PRINCIPLES OF ACCEPTABILITY: 2 9c. - Title IV (Development Regulations) Docket #10A D-110, Lot Line Adjustments Page 148 of 170 ORDINANCE NO. A lot line adjustment shall be consistent with the following principles of acceptability: 1. Correcting: Adjust lot lines including the elimination of a common lot line in order to correct property line or setback encroachments; 2. Improving: Create better lot design, or improve access; 3. Conforming:—Conform to Applicable Zoning: See chapter 4 2 RMC, subdivision and other code requirements pertaining to lot design, building location, and development standards Approval Criteria: a. An additional lot, parcel or tract shall not be created; and th The subject lots, parcels or tracts are within the same zoning district; and c, The proposed adjustments shall not cause the lots, parcels or tracts to increase the nonconformitv with respect to applicable zoning (see RMC 4-2), subdivision and other code requirements pertaining to lot design, building location, and development standards; and d_. The adjusted lot line(s) is shared by the subject lots. 4. Non-Evasive: Lot line adjustments shall not serve to eliminate or circumvent anv state or local requirements, including but not limited to frontage improvements, payment of fee-in-lieu, payment of latecomer fees or the installation of required infrastructure. 3 9c. - Title IV (Development Regulations) Docket #10A D-110, Lot Line Adjustments Page 149 of 170 ORDINANCE NO. a. Assessment of fees, right-of-way dedication and frontage improvements for the entire length of the property line(s) bordering rights-of- way mav be required as a condition of approval for a lot line adjustment. Lots, parcels or tracts that are increased in area by lot line adjustments shall not be permitted to be subdivided for five (5) years following the date upon which the lot line adjustment is recorded or three (3) years following the approval of a lot line adjustment, whichever is longer, unless the following is met: i. The subdivision application includes all lots, parcels and tracts involved in the lot line adjustment in the overall subdivision; or ii. All required infrastructure, including but not limited to frontage improvements, required infrastructure and utility lines are constructed along the frontage of all lots included in the lot line adjustment. C. SUBMITTAL REQUIREMENTS FOR LOT LINE ADJUSTMENTS: Shall be as stipulated in RMC 4-8-120. D. FEES: Shall be as stipulated in RMC 4-1-170. E. ADMINISTRATIVE REVIEW: 1. Review Time: The Administrator will review and take action on the proposed lot line adjustment within thirty (30) working days of receiving a completed application. 4 9c. - Title IV (Development Regulations) Docket #10A D-110, Lot Line Adjustments Page 150 of 170 ORDINANCE NO. 2. Action: The Administrator may approve, request corrections by the applicant, approve with modifications, or deny the application for a lot line adjustment. 3. Approval: If approved, the lot line adjustment mylar map shall be signed and dated by the Administrator. The applicant shall be notified in writing of the decision. The signed mylar map shall be filed with the King County Department of Records and Elections Recorder's Office. 4. Approval with Modification(s): If modification(s) are deemed necessary by the Administrator, they may be added to the original lot line adjustment map or a revised map may be required. The applicant will be notified of any such modification action. If a modification of the original lot line adjustment map, legal description or other information is necessary, the projected approval date may be extended. 5. Denial: If denied, the lot line adjustment shall be marked "Denied" and the applicant shall be notified in writing of the decision, stating the reasons therefor. F. FINAL RECORDING: The lot line adjustment does not become effective until it is recorded with the King County Department of Records and Elections Recorder's Office. After two (2) copies of the signed mylar map are made for City records, the mylar map shall be sent to the City Clerk's office for recording. It is the responsibility of the City Clerk to record the approved map and new legal descriptions. A copy of the 5 9c. - Title IV (Development Regulations) Docket #10A D-110, Lot Line Adjustments Page 151 of 170 ORDINANCE NO. recorded documents shall be provided to the applicant by the Department of Community and Economic Development. SECTION II. Subsection 4-7-170, Residential Lots - General Requirements and Minimum Standards, of Chapter 7, Subdivision Regulations, of Title IV (Development Regulations) of the Renton Municipal Code, is amended to add a new subsection E, entitled "Maximum Lot Dimension Ratio", to re-letter and amend the remaining subsections as shown below. Subsections 4-7-170.A through 4-7-170.D shall remain as currently codified. E. MAXIMUM LOT DIMENSION RATIO: No residential^ zoned lot shall have a depth-to-width ratio greater than four- to-one (4:1). 6TF. PROPERTY CORNERS AT INTERSECTIONS: All lot corners at intersections of dedicated public rights-of-way, except alleys, shall have minimum radius of fifteen feet (15'). FrG. PIPESTEM LOTS-ALLOWED: Pipestem lots may be permitted for new plats to achieve the minimum density within the Zoning Code when there is no other feasible alternative to achieving the minimum density. 1. Minimum Lot Size and Pipestem Width and Length: The pipestem shall not exceed one hundred fifty feet (150') in length and not be less than twenty feet (20') in width. Neither tT-he portion of the lot narrower than eighty percent (80%) of the minimum permitted width shall not be used for lot area calculations nor shall it be used for measurement of required front yard 6 9c. - Title IV (Development Regulations) Docket #10A D-110, Lot Line Adjustments Page 152 of 170 ORDINANCE NO. setbacks. Land area included in private access easements shall not be included in lot area calculations. 2. Shared Access Requirements: Abutting pipestem lots shall have a shared private access driveway. A restrictive covenant will be required on both parcels for maintenance of the pipestem driveway. Walkways shall be paved for their entire width and length with a permanent surface and shall be adequately lighted at the developer's cost. SECTION III. The definition of "Lot Line Adjustment" in section 4-11-120, Definitions L, of Chapter 11, Definitions, of Title IV (Development Regulations) of the Renton Municipal Code, is amended as follows: LOT LINE ADJUSTMENT: A lot lino adjustment is tjhe adjusting alteration of common property lot line(s) or boundaries between adjacent abutting legal lots, tracts, or parcels for the purpose of accommodating a transfer of land7 to rectifying a disputed property line location, Combine lots, or freeing such a boundary from any difference or discrepancies without creating. Tho resulting adjustment shall not croato any additional lots, tracts or parcels, and all reconfigured lots, tracts or parcels shall contain sufficient-aroa and dimension to meet minimum requirements for zoning and building purposes. SECTION IV. This ordinance shall be effective upon its passage, approval, and five (5) calendar days after publication. PASSED BY THE CITY COUNCIL this day of , 2014. 7 9c. - Title IV (Development Regulations) Docket #10A D-110, Lot Line Adjustments Page 153 of 170 ORDINANCE NO. Jason A. Seth, Acting City Clerk APPROVED BY THE MAYOR this day of , 2014. Denis Law, Mayor Approved as to form: Lawrence J. Warren, City Attorney Date of Publication: ORD:1833:9/16/14:scr 8 9c. - Title IV (Development Regulations) Docket #10A D-110, Lot Line Adjustments Page 154 of 170 CITY OF RENTON, WASHINGTON ORDINANCE NO. AN ORDINANCE OF THE CITY OF RENTON, WASHINGTON, AMENDING SECTION 4-4-080 OF CHAPTER 4, CITY-WIDE PROPERTY DEVELOPMENT STANDARDS, OF TITLE IV (DEVELOPMENT REGULATIONS) OF THE RENTON MUNICIPAL CODE, ESTABLISHING CRITERIA BY WHICH A DEVELOPMENT MAY REDUCE OR INCREASE THE NUMBER OF PARKING SPACES PROVIDED ON SITE, AND REDUCING THE NUMBER OF DRIVEWAYS PERMITTED FOR USES OTHER THAN INDUSTRIAL, WAREHOUSE AND SHOPPING CENTERS BASED ON THE AMOUNT OF STREET FRONTAGE. WHEREAS, the City recognizes that it is necessary for commercial developments to have sufficient off-street parking; and WHEREAS, the City recognizes that circumstances exist that warrant either reduction or increase in the number of required off-street parking spaces; and WHEREAS, the City seeks to make reasonable concessions for a requested reduction or increase in the number of off-street parking spaces; and WHEREAS, the City recognizes that points of vehicular ingress/egress at any given site impact all modes of transportation and therefore the City seeks to provide a reasonable number of driveways; and WHEREAS, this matter was referred to the Planning Commission for investigation, study, and the matter having been considered by the Planning Commission, and the text amendment request being in conformity with the City's Comprehensive Plan, as amended; and WHEREAS, the Planning Commission held a public hearing on September 3, 2014, and considered all relevant matters, and all parties were heard appearing in support or in opposition; 1 9d. - Title IV (Development Regulations) Docket #10A D-111, Parking Page 155 of 170 ORDINANCE NO. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RENTON, WASHINGTON, DOES ORDAIN AS FOLLOWS: SECTION I. Subsection 4-4-080.B.4, Future Changes to Parking Arrangement, of Chapter 4, City-Wide Property Development Standards, of Title IV (Development Regulations) of the Renton Municipal Code, is amended as follows: 4. Future Changes to Parking Arrangement: Any future changes in parking arrangements or number of spaces must be approved by the Department of Community and Economic Development Services Division. SECTION II. Subsection 4-4-080.E.l, On-Site Parking Required, of Chapter 4, City-Wide Property Development Standards, of Title IV (Development Regulations) of the Renton Municipal Code, is amended as follows: 1. On-Site Parking Required: Required parking as specified heroin shall be provided upon property in the same ownership as the property upon which the building or use requiring the specified parking is located or upon leased parking. Off-street parking facilities shall be located as hereinafter specified below: a. Detached and Two (2) Attached Dwellings: On the same lot with the building they are required to serve. b. Attached Dwellings Three (3) or More Units: May be on lots contiguous lot with the lot upon which the building they are required to servejs located if in compliance with: provided, the provisions of subsection E.2 (Off-Site Parking) of this Ssection aro compliod with is attained. 2 9d. - Title IV (Development Regulations) Docket #10A D-111, Parking Page 156 of 170 ORDINANCE NO. c. Boat Moorages: May have parking areas located not more than six hundred feet (600') from such moorage facility or closer than one hundred feet (100') to the shoreline (see subsection F4Q G_of this Ssection). Accessible parking as required by the Washington State Barrier Free Standards can be allowed within one hundred feet (100') per subsection F.8.g of this Ssection. d. Other Uses: On the same lot with as the principal use except when compliance with the conditions as mentioned in subsection E.2 (Off-Site Parking) of this Ssection are complied with is attained. SECTION III. Subsection 4-4-080.E.2.e.ii, Within the UC-N1 and UC-N2 Zones, of Chapter 4, City-Wide Property Development Standards, of Title IV (Development Regulations) of the Renton Municipal Code, is amended as follows: ii. Within the UC-N1 and UC-N2 Zones: Off-site parking shall be within five hundred feet (500') of the building or use if it is intended to serve residential uses, and within one thousand five fifteen hundred feet (1,500') of the building or use if it is intended to serve nonresidential uses. SECTION IV. Subsection 4-4-080.E.3.c.ii, Within the UC-N1 and UC-N2 Zones, of Chapter 4, City-Wide Property Development Standards, of Title IV (Development Regulations) of the Renton Municipal Code, is amended as follows: ii. Within the UC-N1 and UC-N2 Zones: Joint use parking shall be within seven hundred fifty feet (750') of the building or use if it is intended to serve residential uses, and within one thousand five fifteen hundred feet (1,500') of the building or use if it is intended to serve nonresidential uses. 3 9d. - Title IV (Development Regulations) Docket #10A D-111, Parking Page 157 of 170 ORDINANCE NO. SECTION V. Subsections 4-4-080.F.3, Access Approval Required, and 4-4-080.F.4, Linkages, of Chapter 4, City-Wide Property Development Standards, of Title IV (Development Regulations) of the Renton Municipal Code, are amended as follows: 3. Access Approval Required: The ingress and egress of all parking lots and structures shall be approved by the Department of Community and Economic Development Services Division. 4. Linkages: The Department of Community and Economic Development shall have the authority to establish, or cause to be established, bicycle, high occupancy vehicle and pedestrian linkages within public and private developments. Enforcement shall be administered through the normal site design review and/or permitting process. Adjustments to the standard parking requirements of subsection F10 of this Section may be made by the Department of Community and Economic Dovelopmcnt based on tho extent of these services to bo provided. SECTION VI. Subsection 4-4-080.F.6.d, Surfacing and Construction Requirements, of Chapter 4, City-Wide Property Development Standards, of Title IV (Development Regulations) of the Renton Municipal Code, is amended as follows: d. Surfacing and Construction Requirements: Fire lanes shall be an all-weather surface constructed of asphalt or reinforced concrete certified to be capable of supporting a twenty (20) ton vehicle^ or whon specifically authorized by tho—Firo Department crushed—rock may be—used;—provided, written 4 9d. - Title IV (Development Regulations) Docket #10A D-111, Parking Page 158 of 170 ORDINANCE NO. certification is provided from a soils engineer that tho roadway wiM-support tho weight of operating fire apparatus. SECTION VII. Subsections 4-4-080.F.9.D, Ninety Degree (90°) Head-In Parking Aisle Width Minimums, 4-4-080.F.9.c, Sixty Degree (60°) Head-In Parking Aisle Width Minimums, and 4-4-080.F.9.d, Forty Five Degree (45°) Head-In Parking Aisle Width Minimums, of Chapter 4, City-Wide Property Development Standards, of Title IV (Development Regulations) of the Renton Municipal Code, are amended as follows: b. Ninety Degree (90°) Hea44» Parking Aisle Width Minimums: For one (1) row and two (2) rows of ninety degree (90°) head in parking using the same aisle in a one (1) way or two (2) way circulation pattern, the minimum width of the aisle shall be twentyffour feet (24'). PARKING - 90 9EGREE J 2.a<r STOP 2'-1 9. A ' at' CH- CM. TWO IKAV1 ! 5 9d. - Title IV (Development Regulations) Docket #10A D-111, Parking Page 159 of 170 ORDINANCE NO. c. Sixty Degree (60°) Head In Parking Aisle Width Minimums: i. For one (1) row and two (2) rows of sixty degree (60°) head-in parking using a one (1) way circulation pattern, the minimum width of the aisle shall be seventeen feet (17'). ii. For two (2) rows of sixty degree (60°) head in parking using a two (2) way circulation pattern, the minimum width of the aisle shall be twenty feet (20'). PARKING - 60 PF-GRRP d. Forty^Five Degree (45°) Head-In Parking Aisle Width Minimums: 6 9d. - Title IV (Development Regulations) Docket #10A D-111, Parking Page 160 of 170 ORDINANCE NO. i. One Way Circulation: For one (1) and two (2) rows of fortyffive degree (45°) head in parking using a one (1) way circulation pattern, the minimum width of the aisle shall be twelve feet (12'). ii. Two Way Circulation: For two (2) rows of forty-five degree (45°) head in parking using a two (2) way circulation pattern, the width of the aisle shall be twenty feet (20'). PARKING - 45 PPGRPP SECTION VIII. The text in subsection 4-4-080.F.10, Number of Parking Spaces Required, of Chapter 4, City-Wide Property Development Standards, of Title IV (Development Regulations) of the Renton Municipal Code, is amended as shown below. The Parking Spaces Required 7 9d. - Title IV (Development Regulations) Docket #10A D-111, Parking Page 161 of 170 ORDINANCE NO. Based on Land Use table shown in subsection 4-4-080.F.10.e has no revisions and shall remain as currently codified. 10. Number of Parking Spaces Required: The specified land use shall provide parking spaces as shown in the table in subsection d below, except as provided in this section: a. Interpretation of Standards - Minimum and Maximum Number of Spaces: i. When a maximum and a minimum range of required parking is listed in this Code, the developer or occupant is required to provide at least the number of spaces listed as the minimum requirement, and may not provide more than the maximum listed in this Code, unless exceptions are permitted as specified in this section. |L When a development falls under more than one (1) category, the parking standards for the most specific category shall apply, unless specifically stated otherwise. hr Multiple-ysesf When a development falls under more than one category, the parking standards for the most specific category shall apply, unless specifically stated otherwise. €-b. Alternatives: i. Joint Parking Agreements: Approved joint use parking agreements and the establishment of a Transportation Management Plan (TMP) 8 9d. - Title IV (Development Regulations) Docket #10A D-111, Parking Page 162 of 170 ORDINANCE NO. may be used as described in subsections E.3 ond E10c(ii) of this Ssection to meet a portion of these parking requirements. ii. Transportation Management Plans: A Transportation Management Plan (TMP) guaranteeing the required reduction in vehicle trips may be substituted in part or in whole for the parking spaces required, subject to the approval of the Department of Community and Economic Development. The developer may seek the assistance of the Department of Community and Economic Development in formulating a Transportation Management Plan TMP. The plan must be agreed upon by both the City and the developer through a binding contract with the City of Renton. At a minimum, the TMP Transportation Management Plan- will designate the number of trips to be reduced on a daily basis, the means by which the plan is to be accomplished, an evaluation procedure, and a contingency plan if the trip reduction goal cannot be met. If the TMP Transportation Management Plan is unsuccessful, the developer or current property owner is obligated to immediately provide additional measures at the direction of the Department of Community and Economic Development, which may include the requirement to provide full parking as required by City standards. 4c. Modifications: The Department of Community and Economic Development may authorize a modification from either the minimum or maximum parking requirements for a specific development should conditions warrant as described in RMC 4-9-250D2. Whon seeking a modification from the 9 9d. - Title IV (Development Regulations) Docket #10A D-111, Parking Page 163 of 170 ORDINANCE NO. minimum—ef—maximum—parking requirements,—the—developer or building occupant—sha-H—provide—the—Dopartmont—ef—Community—and—Eeeftefnie Development—with—written—justification—fef—the—proposed—modification- Modification of either the minimum or maximum number of parking stalls for a specific development requires written approval from the Department of Community and Economic Development. i. A twenty-five percent (25%) reduction or increase from the minimum or maximum number of parking spaces mav be granted for nonresidential uses through site plan review if the applicant can justify the modification to the satisfaction of the Administrator. Justification might include, but is not limited to, quantitative information such as sales receipts, documentation of customer frequency, and parking standards of nearby cities. ii. In order for the reduction or increase to occur the Administrator must find that satisfactory evidence has been provided by the applicant. Modifications beyond twenty-five percent (25%) may be granted per the criteria and process of RMC 4-9-250.D.2. er d. Parking Spaces Required Based on Land Use: Modification of these minimum or maximum standards requires written approval from the Department of Community and Economic Development. SECTION IX. The first sentence of subsection 4-4-080.F.ll.b, of Chapter 4, City-Wide Property Development Standards, of Title IV (Development Regulations) of the Renton Municipal Code, is amended to add the title "Bicycle Parking Standards" to the subsection, as 10 9d. - Title IV (Development Regulations) Docket #10A D-111, Parking Page 164 of 170 ORDINANCE NO. shown below. The text of the subsection has no revisions and shall remain as currently codified. b. Bicycle Parking Standards: SECTION X. The first sentence of subsection 4-4-080.F.11.C, of Chapter 4, City-Wide Property Development Standards, of Title IV (Development Regulations) of the Renton Municipal Code, is amended to add the title "Bicycle Parking Standards" to the subsection, as shown below. The text of the subsection has no revisions and shall remain as currently codified. c. Bicycle Parking Standards: SECTION XI. Subsection 4-4-080.1.2.b, All Other Uses, of Chapter 4, City-Wide Property Development Standards, of Title IV (Development Regulations) of the Renton Municipal Code, is amended as follows: b. All Other Uses: i. The location of ingress and egress driveways shall be subject to approval of the Planning/Building/Public Works Department of Community and Economic Development under curb cut permit procedures. ii. Driveways width (aggregate width if more than one (1) drivewav exists) shall not exceed forty percent (40%) of the street frontage. iii. Driveways shall not be closer than five feet (5') to any property line (except as allowed under subsection 1.7 of this Ssection, Joint Use Driveways). 11 9d. - Title IV (Development Regulations) Docket #10A D-111, Parking Page 165 of 170 ORDINANCE NO. iv. There shall be a minimum of eighteen feet (18') between driveway curb returns where there is more than one (1) driveway on property under single ownership or control and used as one (1) premises. SECTION XII. Subsections 4-4-080.1.3, Driveway Width Maximums Based Upon Land Use, and 4-4-080.1.4, Maximum Number of Driveways Based Upon Land Use, of Chapter 4, City- Wide Property Development Standards, of Title IV (Development Regulations) of the Renton Municipal Code, are amended as follows: 3. Driveway Width Maximums Based Upon Land Use: a. Industrial, Warehouse and Shopping Center Uses: i. Drivewavs width (aggregate width if more than one (1) drivewav exists) shall not exceed forty percent (40%) of the street frontage. ii. The width of any driveway shall not exceed fifty feet (50') exclusive of the radii of the returns or taper section, the measurement being made parallel to the centerline of the street roadway. iii. The Administrator may grant an exception upon proper application in writing and for good cause shown, which shall include, but not be limited to, the absence of any reasonable alternative. b. Single Family and Duplex Uses: The maximum width of single- loaded garage driveways shall not exceed nine feet (9') and double-loaded garage driveways shall not exceed sixteen feet (16'). If a garage is not present on the subject propertv the maximum width of a drivewav shall be sixteen feet (16'). 12 9d. - Title IV (Development Regulations) Docket #10A D-111, Parking Page 166 of 170 ORDINANCE NO. c. All Other Uses: The width of any driveway shall not exceed thirty feet (30') exclusive of the radii of the returns or the taper section, the measurement being made parallel to the centerline of the street roadway. 4. Maximum Number of Driveways Based Upon Land Use: a. Industrial, Warehouse and Shopping Center Uses: There shall net be no more than two (2) driveways for each three hundred thirty feet (330') of street frontage en-serving any one (1) propertv or among abutting properties under unified ownership or control. For each additional one hundred sixty-five feet (165') of street frontage an additional drivewav may be allowed. b. All Other Uses: There shall t>et be no more than two (2) one (1) driveways for each one hundred sixty-five feet (165') three hundred thirty feet (330') of street frontage serving any one (1) propertv or among properties under unified ownership or control for a single ownership; for each one hundred sixty- five feet (165') of additional street frontage another drivewav mav be permitted7 except where a single ownership is developed into more than one unit of operation, each sufficient in itself to meet tho subject to the other requirements of this Ssection In such caso there shall not be more than two (2) driveways for each unit of operation. SECTION XIII. Subsection 4-4-080.J.2, Plan Required, of Chapter 4, City-Wide Property Development Standards, of Title IV (Development Regulations) of the Renton Municipal Code, is amended as follows: 13 9d. - Title IV (Development Regulations) Docket #10A D-111, Parking Page 167 of 170 ORDINANCE NO. 2. Plan Required: Loading space shall be shown on a plan and submitted for approval by the Department of Community and Economic Development Services Division. SECTION XIV. Subsection 4-4-080.L, Deferral of Construction, of Chapter 4, City-Wide Property Development Standards, of Title IV (Development Regulations) of the Renton Municipal Code, is amended as follows: L. DEFERRAL OF CONSTRUCTION INSTALLATION OF REQUIRED IMPROVEMENTS: 1. Deferral of Installation of Required Improvements: See RMC 4-9-060. The requirement of a bond for landscape installation may be waived upon approval of the Department of Community and Economic Development Services Division, and upon written application by the applicant. 2. Delay in Installation of Parking Spaees—Reserve Parking Areas* a. Decision Criteria: The Building Official may approve a delay in the installation of up to fifty percent (50%) of the minimum number of parking spaces otherwise required to be installed, provided: i. The applicant provides data which substantiates tho reduced need for parking, and ii. Tho applicant reserves on site area so that tho minimum fmmbor of parking spaces can be provided. Any rosorvod space must bo clearly designated on a sito plan recorded with the City Clerk, and must bo described on the certificate of occupancy for tho uso. 14 9d. - Title IV (Development Regulations) Docket #10A D-111, Parking Page 168 of 170 ORDINANCE NO. bi Standards for Parking Reserve Areas; i. No space reserved for parking may be utilized to fulfil-the minimum landscaping development of open space requirements of this Coder However, all reserved space must be landscaped or developed as open space. ii. The Building Official may review-the parking situatie-fr-at-afry time to evaluate tho parking demand on the subject property. If the Building Official, after such roviow, reasonably dotorminos that additional parking is needed, the Building Official shall roquiro that rosorvod space bo dovolopod for parking, or that necessary parking bo secured by some other moans. iii. A delay in tho installation of required parking may bo approved eflly for a specific use and automatically lapses upon tho cessation of that uso. SECTION XV. This ordinance shall be effective upon its passage, approval, and five (5) calendar days after publication. PASSED BY THE CITY COUNCIL this day of , 2014. Jason A. Seth, Acting City Clerk APPROVED BY THE MAYOR this day of , 2014. Denis Law, Mayor 15 9d. - Title IV (Development Regulations) Docket #10A D-111, Parking Page 169 of 170 ORDINANCE NO. Approved as to form: Lawrence J. Warren, City Attorney Date of Publication: ORD:1830:9/2/14:scr 16 9d. - Title IV (Development Regulations) Docket #10A D-111, Parking Page 170 of 170