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HomeMy WebLinkAboutCouncil 03/05/2007 S AGENDA RENTON CITY COUNCIL REGULAR MEETING March 5,2007 Monday, 7 p.m. 1. CALL TO ORDER AND PLEDGE OF ALLEGIANCE 2. ROLL CALL 3. SPECIAL PRESENTATION: Police Department Employee Recognition 4. ADMINISTRATIVE REPORT 5. AUDIENCE COMMENT (Speakers must sign up prior to the Council meeting. Each speaker is allowed five minutes. The comment period will be limited to one-half hour. The second audience 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 address for the record, SPELLING YOUR LAST NAME. 6. 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 2/26/2007. Council concur. Ikuol b. Mayor Keolker reappoints Ray Giometti, 323 Pelly Ave. N., Renton, 98057,to the Planning Commission for a three-year term expiring 1/31/2010. Council concur. c. Mayor Keolker appoints Peter Hartley, 600 Cedar Ave. S., Renton, 98057, to the Library Board to fill the unexpired term of Heidi Beckley, who has resigned(term to expire 6/1/2010). Refer to Community Services Committee. d. Community Services Department requests approval of lease agreements with Washington Information Network 211, Children's Home Society of Washington, and United Way of King County for a shared space on the fifth floor of the 200 Mill Building. Expenditure required $77,508; revenue generated over five-year lease $426,259.81. Refer to Finance Committee. e. Economic Development, Neighborhoods and Strategic Planning Department recommends adoption of an ordinance extending the effectuation date for Phase II of the Merritt II annexation from 3/31/2007 to 12/31/2007. Council concur. (See 9. for ordinance.) f. Fire Department recommends setting a public hearing on 3/19/2007 to consider a resolution supporting the 2008-2013 King County Medic One/Emergency Medical Services Levy. Council concur. g. Human Resources and Risk Management Department recommends approval to rescind Resolution 2265 related to accumulation and allowance of compensatory time. Council concur. (See 9.a. for resolution.) h. Transportation Systems Division recommends approval of a contract in the amount of $158,131.20 with MacLeod Reckord for a trails and bikeways study and map. Refer to Transportation(Aviation)Committee. i. Utility Systems Division recommends approval of the request from LandTrust, Inc. for an additional $16,989.79 for the oversizing associated with the wastewater improvements for the Wedgewood Lane subdivision for a total oversizing reimbursement of$278,082.62. Council approved the initial request on 1/9/2006. Council concur. j. Utilities Systems Division recommends approval of a contract in the amount of$189,900 with Roth Hill Engineering Partners, LLC for the Heather Downs Interceptor replacement pre-design report. Council concur. (CONTINUED ON REVERSE SIDE) 7. CORRESPONDENCE 8 UNFINISHED BUSINESS Topics listed below were discussed in Council committees during the past week. Those topics Le marked with an asterisk(*) may include legislation. Committee reports on any topics may be held by the Chair if further review is necessary. a. Committee of the Whole: Homeless Count& Ten-Year Plan to End Homelessness* 9. RESOLUTIONS AND ORDINANCES Resolutions: a. Rescinding Resolution 2265 related to compensatory time(see 6.g.) b. Adopting ten-year plan to end homelessness(see 8.a.) Ordinance for first reading: Extending effectuation date for Phase II of Merritt II Annexation(see 6.e.) Ordinances for second and final reading: a. Approving the Perkins Annexation(1st reading 2/26/2007) b. Establishing R-4 zoning for the Perkins Annexation area(1st reading 2/26/2007) c. Issaquah and Kent School District impact fees(1st reading 2/26/2007) d. Amending 2007 Budget by transferring funds for temporary Parks Maintenance Facility(1st • reading 2/26/2007) e. Kennydale Blueberry Farm property rezone from RC to R-4(1st reading 2/26/2007) 10. NEW BUSINESS (Includes Council Committee agenda topics; call 425-430-6512 for recorded information.) 11. AUDIENCE COMMENT 411.1 12. ADJOURNMENT COMMITTEE OF THE WHOLE AGENDA (Preceding Council Meeting) Council Conference Room 6 p.m. Emerging Issues (Transportation&Economic Development) Council Chambers Approximately 6:30 p.m. Homeless Count& Ten-Year Plan to End Homelessness • 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 RE-CABLECAST TUES.&THURS.AT 11 AM&9 PM,WED.&FRI.AT 9 AM&7 PM AND SAT.&SUN.AT 1 PM&9 PM RENTON CITY COUNCIL Regular Meeting March 5, 2007 Council Chambers Monday, 7 p.m. MINUTES Renton City Hall CALL TO ORDER Mayor Kathy Keolker called the meeting of the Renton City Council to order and led the Pledge of Allegiance to the flag. ROLL CALL OF TONI NELSON, Council President; DAN CLAWSON; DENIS LAW; TERRI COUNCILMEMBERS BRIERE; MARCI PALMER; DON PERSSON; RANDY CORMAN. CITY STAFF IN KATHY KEOLKER, Mayor; JAY COVINGTON, Chief Administrative ATTENDANCE Officer; LAWRENCE J. WARREN, City Attorney; BONNIE WALTON, City Clerk; ALEX PIETSCH, Economic Development Administrator; MARTY WINE, Assistant CAO; PREETI SHRIDHAR, Communications Director; TERRY HIGASHIYAMA, Community Services Administrator; CHIEF I. DAVID DANIELS and DEPUTY CHIEF CHUCK DUFFY, Fire Department; CHIEF KEVIN MILOSEVICH, DEPUTY CHIEF TIM TROXEL, COMMANDER FLOYD ELDRIDGE, COMMANDER CHARLES MARSALISI, COMMANDER KENT CURRY, COMMANDER DAVID LEIBMAN, COMMANDER KATIE MCCLINCY, and MANAGER PENNY BARTLEY, Police Department. SPECIAL PRESENTATION Police Chief Milosevich announced that Officer Christopher Edwards, Corporal Police: Employee Recognition David Skelton, and Sergeant Charles Karlewicz were each selected by their peers and honored as an Employee of the Quarter in 2006. Detective Donald Gustine, the Employee of the Fourth Quarter, was also named Employee of the Year. Chief Milosevich also presented the Medal of Valor to Officer Lawrence Strauss, who on 1/8/2006, was shot in the line of duty by a fleeing suspect(the suspect was later apprehended). The Chief pointed out that the Medal of Valor is the Police Department's highest honor, and the second one bestowed upon Officer Strauss. Officer Strauss expressed his appreciation for the support he has received from the public and the City. ADMINISTRATIVE Chief Administrative Officer Covington reviewed a written administrative REPORT report summarizing the City's recent progress towards goals and work programs adopted as part of its business plan for 2007 and beyond. Items noted included: * Mayor Keolker will speak on various topics pertaining to the City, including 2006 accomplishments and the local and regional economic outlook, at the State of the City's Economy Luncheon on March 14 at the Holiday Inn in Renton. * The Recreation Division will hold its annual Summer Part Time Job Fair on March 10 at the Community Center. AUDIENCE COMMENT Jerry Puckett, 15260 Oak Dr., Renton, 98058, resident of Wonderland Estates Citizen Comment: Puckett- Mobile Home Park in unincorporated King County, reported that the park Wonderland Estates Mobile residents received a notice of eviction and have 18 months to move. He further Home Park, Annexation reported that the neighboring church should have enough signatures to move forward with the annexation-to-Renton petition for the area. Mr. Puckett inquired as to whether it is possible for the mobile home park property to be annexed and rezoned prior to the owner completing the preliminary plat process in King County. Councilmember Corman noted that the permitting process in King County could take several months. He recommended moving forward with the annexation March 5,2007 Renton City Council Minutes Page 74 petition as quickly as possible, and discussing the situation with the King County Council. Mr. Puckett noted the hardship this presents to the mobile home park residents, and asked for any assistance the City can provide. CONSENT AGENDA Items on the consent agenda are adopted by one motion which follows the listing. Council Meeting Minutes of Approval of Council meeting minutes of 2/26/2007. Council concur. 2/26/2007 Appointment: Planning Mayor Keolker reappointed Ray Giometti, 323 Pelly Ave. N., Renton, 98057, to Commission the Planning Commission for a three-year term expiring 1/31/2010. Council concur. Appointment: Library Board Mayor Keolker appointed Peter Hartley, 600 Cedar Ave. S., Renton, 98057, to the Library Board to fill the unexpired term of Heidi Beckley, who has resigned (term to expire 6/1/2010). Refer to Community Services Committee. Community Services: 200 Mill Community Services Department recommended approval of lease agreements Building Leases (5th Floor), with Washington Information Network 211, Children's Home Society of Network 211 & Children's Washington, and United Way of King County for a shared space on the fifth Home Society & United Way floor of the 200 Mill Building. Expenditure required: $77,508; revenue generated over five-year lease: $426,259.81. Refer to Finance Committee. Annexation: Merritt II, SE Economic Development, Neighborhoods and Strategic Planning Department May Valley Rd & Coal Creek recommended adoption of an ordinance extending the effectuation date for Parkway Phase II of the Merritt II Annexation from 3/31/2007 to 12/31/2007. Council concur. (See page 75 for ordinance.) Fire: King County Medic Fire Department recommended setting a public hearing on 3/19/2007 to One/Emergency Services consider a resolution supporting the 2008-2013 King County Medic Levy, 2008-2013 One/Emergency Medical Services Levy. Council concur. Human Resources: Human Resources and Risk Management Department recommended approval to Compensatory Time, Rescind rescind Resolution 2265 related to accumulation and allowance of Resolution 2265 compensatory time. Council concur. (See page 75 for resolution.) Transportation: Trails and Transportation Systems Division recommended approval of a contract in the Bikeways Study and Map, amount of$158,131.20 with MacLeod Reckord for a trails and bikeways study MacLeod Reckord and map. Refer to Transportation (Aviation) Committee. Utility: Wastewater Utility Systems Division recommended approval of the request from LandTrust, Improvements Cost Sharing, Inc. for an additional $16,989.79 for the oversizing associated with the Wedgewood Lane Preliminary wastewater improvements for the Wedgewood Lane subdivision(PP-03-053; Plats, LandTrust PP-05-009; PP-05-086) for a total oversizing reimbursement of$278,082.62. Council approved the initial request on 1/9/2006. Council concur. Utility: Heather Downs Utility Systems Division recommended approval of a contract in the amount of Interceptor Replacement, Roth $189,900 with Roth Hill Engineering Partners, LLC for the Heather Downs Hill Engineering Partners Interceptor replacement pre-design report. Council concur. Added Item 6.k. Transportation Systems Division recommended approval of a letter of Transportation: Rainier Ave S understanding with Burlington Northern Santa Fe Railway for the City to &Hardie Ave SW Railroad reimburse BNSF to design and construct replacement railroad bridges across Bridges, BNSF Rainier Ave. S. and Hardie Ave. SW as part of the Rainier Ave. and Hardie Ave. transportation improvement projects. Council concur. MOVED BY NELSON, SECONDED BY CORMAN, COUNCIL APPROVE THE CONSENT AGENDA AS PRESENTED. CARRIED. I March 5, 2007 Renton City Council Minutes Page 75 UNFINISHED BUSINESS Council President Nelson presented a Committee of the Whole report Committee of the Whole recommending concurrence in the staff recommendation to endorse the plan Human Services: Ten-Year entitled "A Roof Over Every Bed in King County: Our Community's Ten-Year Plan to End Homelessness Plan to End Homelessness." The Committee further recommended that the Endorsement resolution regarding this matter be adopted. MOVED BY NELSON, SECONDED BY LAW, COUNCIL CONCUR IN THE COMMITTEE REPORT. CARRIED. (See later this page for resolution.) RESOLUTIONS AND The following resolutions were presented for reading and adoption: ORDINANCES Resolution#3861 A resolution was read rescinding Resolution 2265 related to accumulation and Human Resources: allowance of compensatory time. MOVED BY LAW. SECONDED BY Compensatory Time, Rescind CORMAN, COUNCIL ADOPT THE RESOLUTION AS READ. CARRIED. Resolution 2265 Resolution#3862 A resolution was read endorsing and relating to Renton's participation in a Human Services: Ten-Year community plan entitled "A Roof Over Every Bed in King County: Our Plan to End Homelessness Community's Ten-Year Plan to End Homelessness." MOVED BY NELSON, Endorsement SECONDED BY BRIERE, COUNCIL ADOPT THE RESOLUTION AS READ. CARRIED. The following ordinance was presented for first reading and referred to the Council meeting of 3/12/2007 for second and final reading: Annexation: Merritt II, SE An ordinance was read amending Ordinance 5207 by changing the effective May Valley Rd& Coal Creek date of Phase II of the Merritt II Annexation to the City of Renton. MOVED Parkway BY CORMAN, SECONDED BY BRIERE, COUNCIL REFER THE ORDINANCE FOR SECOND AND FINAL READING ON 3/12/2007. CARRIED. The following ordinances were presented for second and final reading and adoption: Ordinance#5261 An ordinance was read annexing approximately 15.47 acres of property Annexation: Perkins, SE 95th generally located along and south of SE 95th Pl., if extended, and mostly west PI & 128th Ave SE of Union Ave. NE (132nd Ave. SE); Perkins Annexation. MOVED BY LAW, SECONDED BY CORMAN, COUNCIL ADOPT THE ORDINANCE AS READ. ROLL CALL: ALL AYES. CARRIED. Ordinance#5262 An ordinance was read establishing the zoning classification for approximately Annexation: Perkins, R-4 15.04 acres, located primarily west of 132nd Ave. SE and north of SE 98th St., Zoning if extended, with one parcel east of 132nd Ave. SE., annexed within the City of Renton from R-4 (Urban Residential - four dwelling units per acre,King County zoning) to R-4 (Residential - four dwelling units per acre, Renton zoning); Perkins Annexation. MOVED BY BRIERE, SECONDED BY CLAWSON, COUNCIL ADOPT THE ORDINANCE AS READ. ROLL CALL: ALL AYES. CARRIED. Ordinance#5263 An ordinance was read changing the impact fee collection on behalf of the Finance: Impact Fees, Issaquah school districts within the City of Renton from $5,115 per new single-family & Kent School Districts home to $6,136 per new single-family home in the Issaquah School District and implementing an impact fee of$4,928 per new single-family home in the Kent School District. MOVED BY CORMAN, SECONDED BY PERSSON, COUNCIL ADOPT THE ORDINANCE AS READ. ROLL CALL: ALL AYES. CARRIED. March 5,2007 Renton City Council Minutes Page 76 Ordinance#5264 An ordinance was read amending the 2007 Budget by transferring funds in the Community Services: Parks amount of$259,000 from the 2007 designated Capital Reserve Fund for Parks Maintenance Facility Sublease, Maintenance Facility,to the Parks Maintenance Facility Account, in order to United Rentals Northwest, provide for a temporary Parks Maintenance Facility. MOVED BY LAW, Budget Amend SECONDED BY CLAWSON, COUNCIL ADOPT THE ORDINANCE AS READ. ROLL CALL: ALL AYES. CARRIED. Ordinance#5265 An ordinance was read changing the zoning classification of certain properties Comprehensive Plan: 2006 within the City of Renton(Kennydale Blueberry Farm) from Resource Amendments,Kennydale Conservation(RC)to Residential - four dwelling units per acre(R-4)zoning; Blueberry Farm File No. LUA-05-159; CPA-2006-M-2. MOVED BY LAW, SECONDED BY CLAWSON, COUNCIL ADOPT THE ORDINANCE AS READ. ROLL CALL: SIX AYES: NELSON, CLAWSON, LAW, BRIERE, PALMER PERSSON; ONE NAY: CORMAN. CARRIED. NEW BUSINESS Councilmember Palmer announced that Julia Patterson, Metropolitan King King County: Transportation County Councilmember for District 5, will host a town hall meeting at the Spirit Town Hall Meeting of Washington Event Center on March 12 concerning transportation issues that will be on the ballot this fall. AUDIENCE COMMENT Raymond A. Breeden, Sr., President of the Wonderland Estates Mobile Home Citizen Comment: Breeden - Park Cooperative Association, 15279 Maple Dr., Renton, 98058, expressed his Wonderland Estates Mobile appreciation to the Council and the City for helping the residents in their Home Park endeavor to save the mobile home park. ADJOURNMENT MOVED BY PERSSON, SECONDED BY NELSON, COUNCIL ADJOURN. CARRIED. Time: 7:36 p.m. Bonnie I. Walton, CMC,City Clerk Recorder: Michele Neumann March 5, 2007 RENTON CITY COUNCIL COMMITTEE MEETING CALENDAR Office of the City Clerk COUNCIL COMMITTEE MEETINGS SCHEDULED AT CITY COUNCIL MEETING March 5, 2007 COMMITTEE/CHAIRMAN DATE/TIME AGENDA COMMITTEE OF THE WHOLE MON., 3/12 Emerging Issues (Legislation & Economic (Nelson) 5:30 p.m. Development) *Council Conference Room* Approximately Carry Forward Items from Budget 6 p.m. Adoption; Parks Maintenance Facility *Council Chambers* COMMUNITY SERVICES (Corman) FINANCE MON., 3/12 Vouchers; (Persson) 5 p.m. Leases for 5th Floor of 200 Mill Building PLANNING& DEVELOPMENT THURS., 3/08 Appeal on Matters of Standing and (Briere) 2 p.m. Jurisdiction Regarding The Landing *Council Chambers* Approximately Setting Compensation for Street Vacation 3 p.m. (VAC-05-002); Setting Compensation for Street Vacation (VAC-06-001); Setting Compensation for Street Vacation (VAC-06-004) *Council Conference Room* PUBLIC SAFETY (Law) TRANSPORTATION (AVIATION) WED., 3/07 Contract with MacLeod Reckord for (Palmer) 4 p.m. Trails and Bikeways Study and Map; Local and Regional Transportation Issues Update (briefing only) UTILITIES THURS., 3/08 Central Plateau Interceptor Phase II (Clawson) 3:30 p.m. Special Assessment District Establishment NOTE: Committee of the Whole meetings are held in the Council Chambers unless otherwise noted. All other committee meetings are held in the Council Conference Room unless otherwise noted. +6% e=� ADMINISTRATIVE, JUDICIAL, AND e LEGAL SERVICES DEPARTMENT MEMORANDUM DATE: March 5, 2007 TO: Toni Nelson, Council President Members of the Renton City Council FROM: Kathy Keolker, Mayor Jay Covington, Chief Administrative Officer SUBJECT: Administrative Report In addition to our day-to-day activities, the following items are worthy of note for this week: GENERAL INFORMATION • Get the information you need to know as a Renton business owner or employee at the State of the City's Economy Luncheon on March 14th at the Holiday Inn in Renton. Mayor Keolker will speak on various topics pertaining to the city, including 2006 accomplishments and our local and regional economic outlook. To register for the event, contact the Renton Chamber of Commerce at 425-226-4560 or visit www.gorenton.com. COMMUNITY SERVICES DEPARTMENT • The Recreation Division will hold its annual Summer Part Time Job Fair on Saturday, March 10, from 10:00 to 11:30 a.m. at the Renton Community Center. Visitors can pick up applications and meet representatives from each City government department. Job opportunities include Henry Moses Aquatic Center staff, Coulon and Kennydale Beach lifeguards, recreation leaders and aides, day camp staff, boat launch attendants, and more. For further information, please call 425-430-6700. CITY OF RENTON COUNCIL AGENDA BILL AI#: {✓ Submitting Data: For Agenda of: March 5, 2007 Dept/Div/Board.. AJLS/Mayor's Office Staff Contact Kathy Keolker, Mayor Agenda Status Consent X Subject: Public Hearing.. Correspondence.. Planning Commission Reappointment: Ordinance Ray Giometti Resolution Old Business Exhibits: New Business Study Sessions Information Recommended Action: Approvals: Legal Dept Council Concur Finance Dept Other Fiscal Impact: Expenditure Required... Transfer/Amendment Amount Budgeted Revenue Generated Le Total Project Budget City Share Total Project SUMMARY OF ACTION: Mayor Keolker reappoints the following to the Planning Commission for a three-year term, expiring on January 31, 2010. Mr. Ray Giometti, 323 Pelly Avenue N, Renton, WA 98057 STAFF RECOMMENDATION: Confirm Mayor Keolker's reappointments of Mr. Ray Giometti to the Planning Commission. CITY OF RENTON COUNCIL AGENDA BILL Submitting Data: For Agenda of: March 5, 2007 IlloPf Dept/Div/Board.. AJLS/Mayor's Office Staff Contact Kathy Keolker, Mayor Agenda Status Consent X Subject: Public Hearing.. Correspondence.. Library Board Appointment: Ordinance Mr. Peter Hartley Resolution Old Business Exhibits: New Business Study Sessions Community Service Application Information Recommended Action: Approvals: Legal Dept Refer to Community Services Committee Finance Dept Other Fiscal Impact: Expenditure Required... Transfer/Amendment Amount Budgeted Revenue Generated iiipte Total Project Budget City Share Total Project SUMMARY OF ACTION: Mayor Keolker appoints the following to the Library Board: Mr. Peter Hartley, 600 Cedar Avenue South, Renton, WA, 98057, for an unexpired term expiring on June 1, 2010 (position previously held by Heidi Beckley). STAFF RECOMMENDATION: Confirm Mayor Keolker's appointment of Mr. Peter Hartley to the Library Board. CITY OF RENTON APPLICATION FOR COMMUNITY SERVICE If you are interested in participating in local government by membership on any of the following City boards, .commissions,or committees,please complete this application and return it to: CC: fry 1(. Office of the Mayor RFCENE Vef _ City of Renton 1055 South Grady Way 0 C T 2006 Renton, WA 98055 MAY OR S 'IV Check the boards/commissions/committees in which you are interested: CI AIRPORT ADVISORY COMMITTEE* U PLANNING COMMISSION* o CIVIL SERVICE COMMISSION* Q ADVISORY COMMISSION ON DIVERSITY HOUSING AUTHORITY* a SENIOR CITIZENS ADVISORY COMMITTEE* a HUMAN SERVICES ADVISORY COMMITTEE* o SISTER CITY COMMITTEE-CUAUTLA LIBRARY BOARD o SISTER CITY COMMITTEE-NISHIWAKI El MUNICIPAL ARTS COMMISSION* O TRANSIT ADVISORY BOARD o PARKS COMMISSION* *Special membership requirements apply. Visit www.cirenton.wa.us or call 425-430-6500 for details. Your application will be given every consideration as vacancies occur. MR.g] MS. ❑ NAME - �,v j'1 C� I DATE I 0/I 2/06 ADDRESS (? a0f��- r t `� 'C_ � LVA �� p✓l �'v ZIP CODE eNO 7 SkiediONE: DAY V--06:;1114-1/S0 NIGHTY 24)---2S -'/OO'1 EMAIL —: tor-4/4.3 s ; RENTON RESIDENT? LJ( $ IF SO,SINCE WHEN? 0 C419 ( t q(g CITY OF FORMER RESIDENCE A.%! ' EDUCATIONAL BACKGROUND EA V 1vi,filet - eco x'16 tvi ec_ l> A Vlyc�ilec-Ser(+) 0 (A)CA Sr�4� �✓�J OCCUPATION CilhEMPLOYER V i c 1„-Ctv7 i OCCUPATIONAL BACKGROUND 11'ii✓ t, fr ` 4-t ,W-! 6@t,5 i) PlG1saar2 0041-20o6, 9 U`1- OO6c9 Frtv4 ceedJ A I - 20041 © iqqq--2000 � COMMUNITY ACTIVITIES(organizations/clubs/service1/ groups,etc.) V�l GA 4'! �✓ �ef tf ,l C3e— ev REASON FOR APPLYING FOR THIS BOARD/COMMISSION/COMMJTTEE Iia t'!- \e c: ( I c� IAC^.it's C l/2 fe li tell I patat f1 (tL,''2irt Zs TL:�T-6r�Ga4,- I, Gfi+i1 (d ii c Cc1 -CC;,-- (l{s c �;.> il�l� e.41� ( r /� r_ / C: CITY OF RENTON COUNCIL AGENDA BILL AI#: ( 1 z- Submitting Data: For Agenda of: March 5, 2007 Dept/Div/Board: Community Services/Facilities Staff Contact: Peter Renner, Facilities Director Agenda Status Ext. 6605 Consent X Subject: Public Hearing. Lease Agreements with Washington Information Correspondence. Network 211, Children's Home Society, and United Ordinance Way King County for space on the fifth floor of the 200 Resolution Mill Building. Old Business Exhibits: New Business Issue Paper Study Sessions Lease Amendments Information Recommended Action: Approvals: Refer to Finance Committee Legal Dept x.... Finance Dept.x... Other Fiscal Impact: 40600, Expenditure Required... $77,508.00 Transfer/Amendment Amount Budgeted Revenue Generated $426,259.81 over the five-year lease term. Total Project Budget City Share Total Project SUMMARY OF ACTION: One of the 200 Mill Building tenants, Vykor, Inc., recently indicated they will be in bankruptcy. They had vacated their fifth floor offices during 2006. The three non-profits listed desired a joint tenancy in this space so they can share resources. The business terms of the proposed Lease Amendment have been favorably reviewed by our real estate team and by City staff. Business terms also include a brokerage fee of 5% to our Property Manager, GVA Kidder Matthews, less the pro-rated brokerage fee from Vykor's unused lease term, a balance of $2,153.00. That brokerage fee and the Tenant Improvement allowance of$75,355.00 will be taken from a line item in Fund 108 intended for this use. STAFF RECOMMENDATION: Approve the Leases with WIN211, Children's Home Society, and United Way King County(UWKC) for collocated space on the fifth floor of the 200 Mill Building and authorize the Mayor and City Clerk to sign the Leases. C:\DOCUME-1\BWalton\LOCALS--1\Temp\AgBil1WINBurstUWKC.doc 2/27/2007 5:50:16 PM d # C',>'(°( U�„ ®�� COMMUNITY SERVICES DEPARTMENT .• • MEMOR ANDUM DATE: February 23, 2007 TO: Toni Nelson, Council President Members of the Renton City Council VIA: 'L Kathy Keolker, Mayor • FROM: TerryVigashiyama, Community Services Administrator STAFF CONTACT: Peter Renner, Facilities Director, Ext. #6605 SUBJECT: Leases with Washington Information Network 211 (WIN 211), Children's Home Society, and United Way King County (UWKC) Issue: Should the Council authorize the Mayor and the City Clerk to sign Leases with Washington Information Network 211 (WIN211), Children's Home Society, and United Way King County(UWKC) for space on the fifth floor of the 200 Mill Building? Recommendation: Council authorize the Mayor and City Clerk to sign the Leases. Background: • A 200 Mill Building tenant, Vykor, Inc., has a lease for the first and fifth floors. In the summer of 2006, they consolidated their operations to the first floor suite. Late in the year they indicated they would not be able to make good on back rents owed and would be declaring bankruptcy shortly. You may recall that Vykor amended their Lease in 2005. • The Property Manager was approached by representatives from WIN211, Children's Home Society, and UWKC to lease space in the building that they intend to share. • Creating the leases was complicated by a number of issues: there were three sets of financials to review; there were three sets of boards of directors for approvals; the City wanted to limit the length of term to maintain maximum flexibility for the property; and the translation of tenant needs to floor plans was also complex. • The business points of the proposed amended lease are as follows: o 4,306 square feet of the 6,005 available will be occupied. The balance is formatted so that it can also be leased separately. o The full service lease rate starts at $18.75 per square foot and escalates annually to a rate of$21.00 in the fifth year. This rate is somewhat above +rrr••• current market rates and above the $14.00 rate that Vykor was paying, but 4 the rate was formulated to recoup the tenant improvement costs over the length of the lease. o Tenant improvement costs will be $75,355.00. This amount and the brokerage fee of$2,153.00 to the Property Manager are budgeted in Fund 106. o The brokerage fee calculation is as follows: GVA Kidder Matthews' original brokerage fee was $38,322.00. The pro-rated balance of that fee is $19,162.00. The standard fee for this new transaction would have been $21,315.00, leaving the balance of$2,153.00. o Revenue generated over the five-year term will be $426,259.81. o There is a cross-default provision, wherein the City retains the right to reclaim all of the leased property in the event of a default by any of the tenants. Conclusion: Leasing to these three non-profit organizations will partially offset the loss of revenue from Vykor and will not extend the term of lease beyond the Vykor end limit. Nod cc: Jay Covington,Chief Administrative Officer Michael Bailey,Finance&IS Administrator Larry Warren,City Attorney C:\DOCUME—I\B Walton\LOCALS—I\Temp\InfoPaperWINBurstUWKC.doc 2/27/2007 5:50:28 PM GVA KIDDER MATHEWS 601 UNION STREET OFFICE LEASE-GROSS SUITE 4720 SEATTLE,WA 98101 200 MILL AVENUE BUILDING TEL 398-2271 FAX 398-2290 This Lease is made this 31" day of January, 2007 by and between The City of Renton, Washington, a Washington municipal corporation•("Landlord"), and)I(IN211)a Washington non-profit corporation ("Tenant"),who agree as follows: u g9µiNcrikp -rAivan.,I,e7roJ N e-rwri¢,< 211, 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 are 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 fifth floor of the Building and designated as Suite 505. (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 1,887 rentable square feet of space(the"Premises Area"). The parties agree that the Premises will be remeasured by Landlord's architect to accurately determine the number of rentable square feet of space in the Premises,which determination shall be made in accordance with the Building Owners and Managers Association International ("BOMA") standards, namely the "Standard Method for Measuring Floor Area in Office Buildings—American National Standard,"ANSI Z65.1-1996.Promptly after Landlord's architect makes such determination, this Lease shall be amended to accurately reflect the number of rentable square feet of space in the Building and the Premises as so determined. In addition, the Minimum Monthly Rent, and Tenant's Share, shall be proportionately adjusted based on the actual number of rentable square feet of space in the Premises as so determined. Landlord and Tenant further agree that the Building Area may exclude portions of the Building which are used for other than office purposes,such as areas used for retail purposes. (e) "Tenant's Share" means the Premises Area divided by the Building Area, expressed as a percentage,which is three point eight one percent(3.81%). . 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 March 1, 2007, or such earlier or later date as provided in Section 4 hereof. (g) "Expiration Date"means February 29, 2012. (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 Monthly Amount March 1,2007 to February 29,2008 $2,948.44 March 1,2008 to February 28,2009 $3,027.06 March 1,2009 to February 28,2010 $3,105.69 March 1,2010 to February 28,2011 $3,184.31 March 1,2011 to February 29,2012 $3,302.25 1 7 e (j) "Permitted Use" means use for purposes of general business offices for marketing and administration services. (k) "Base Year"means the calendar year 2007. (I) "Prepaid Rent" means Two Thousand Nine Hundred Forty-eight and 44/100 Dollars ($2,948.44). (m) "Security Deposit" means Three Thousand Three Hundred Two and 25/100 Dollars ($3,302.25). (n) "Landlord's Address for Notice" means 200 Mill Avenue Building, Go GVA 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 GVA Kidder Mathews,P.O.Box 34860,Seattle,WA 98124-1860. (p) "Tenant's Address for Notice" means WIN211, 200 Mill Avenue Building, Suite 505, Renton, WA 98055-3232 on and after the Commencement Date. (q) "Landlord's Agent"means GVA Kidder Mathews or such other agent as Landlord may appoint from time to time. (r) "Broker(s)"means GVA Kidder Mathews representing the Landlord. (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 Rider which is attached hereto:N/A. (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 of the Building. 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 thereof, (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 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, if any, 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. (b) Tenant Obligations. If the Tenant Improvements, if any, are not substantially completed on the Commencement Date specified in Section 1 primarily due to Tenant's failure to promptly review and approve the plans and specifications for the Tenant Improvements or change orders with respect to the Tenant Improvements or to Tenant's failure to fulfill any other obligation under this Lease, then the Term shall be deemed to have commenced on the Commencement Date specified in Section 1. 2 (c) Tenant Termination Rights. If Landlord is unable to deliver possession of the Premises with the Tenant Improvements, if any, substantially completed to Tenant on the Commencement Date as a result of causes beyond its reasonable control, Landlord shall not be liable for any damage caused by failing to deliver possession and this Lease shall not be void or voidable. Tenant shall not be liable for Rent until Landlord delivers possession of the Premises to Tenant. No delay in delivery of possession of the Premises to Tenant shall change the Expiration Date or operate to extend the Term. If Landlord does not deliver possession of the Premises to Tenant within three (3) months of the Commencement Date, then Tenant may elect to terminate this Lease by giving notice to Landlord within ten (10)days following the end of such three(3) month period. (d) 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) 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)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) 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)days after receipt of the statement. If Tenants 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 shall be entitled to offset the excess against the 3 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) 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) 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 consent. Tenant agrees that it has determined to its satisfaction that the Premises can be used for the Permitted Use.Tenant waives any right to terminate this Lease if the Premises cannot be used for the Permitted Use during the Term unless the prohibition on use is the result of actions taken by Landlord. 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. 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 result of Tenant's use, then Tenant shall pay to Landlord not less than ten (10) 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. 4 (b) Compliance with Laws. Tenant shall comply with all laws concerning the Premises and Tenant's use of the Premises. (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) the use of loudspeakers or sound or light apparatus that can be heard or seen outside the Premises, (ii)for cooking or other activities that cause odors that can be detected outside the Premises,or(iii)for lodging or sleeping rooms. (d) Damage to Property.Tenant shall not do anything in,on or about the Premises that will cause damage to the Property. (e) Rules and Regulations. Tenant and its authorized representatives shall comply with the Rules and Regulations set forth on Exhibit D attached hereto. Landlord shall have the 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. 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) Acknowledgment as to Hazardous Substances. Tenant acknowledges that the Premises may contain Hazardous Substances, and Tenant accepts the Premises and the Building notwithstanding such Hazardous Substances. If Landlord is required by any law to take any action to remove or abate any Hazardous Substances, or if Landlord deems it necessary to conduct special maintenance or testing procedures with regard to any Hazardous Substances,or to remove or abate any Hazardous Substances, Landlord may take such reasonable action or conduct such procedures at times and in a manner that Landlord deems appropriate under the circumstances, and Tenant shall permit the same. Any expenses incurred by Landlord to remove or abate any Hazardous Substances shall not be included in Operating Costs. (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. (a) 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, 5 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 of the Building, and (v) the sidewalks, grounds, landscaping,parking and loading areas,if any,and other common areas of the Property. (b) 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 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) 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. 14. Tenant Improvements;Alterations and Trade Fixtures. (a) Tenant Improvements. Tenant accepts the Premises in their "AS IS" condition (except for latent defects that cannot be discovered by a walk-through inspection of the Premises) 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 consent. (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) days before the expiration of the Term, or within thirty(30)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)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 therefor by 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 cost, and (v) shall be made in conformity with 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 consent. 15. Mechanics' 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 sufficient to satisfy statutory requirements therefor in 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(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 attorney fees) incurred by Landlord in settling and discharging such lien together with interest thereon 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. 6 , 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 Premises Area 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 Premises Area 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 with respect thereto). 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 normal business hours from 7:30 A.M. to 6:00 P.M. daily, except Saturdays, Sundays and 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$20.00 per hour at this time; (iii) Water for restroom and drinking purposes and access to restroom facilities; (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 per week,except 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 an electric current or water meter(including,without limitation,any additional wiring,conduit or panel required therefor) 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 loss or damage suffered by Tenant or others in connection therewith. 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 per person, (ii) the occupancy of the Premises by more than one person per two hundred (200) 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 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 7 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 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 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 absolute 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. (e) Landlord's Duties.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 by reason of: (i)failure to furnish or delay in furnishing any of the services described in this Section 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 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. (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 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 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,except only such injury or damage as shall have been occasioned by the negligence of Landlord. Landlord shall defend, indemnify, and hold harmless Tenant, its officers, officials, 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 or the Property resulting from the acts or omissions of Landlord or its authorized representatives, excluding any injury, death, loss or damage which arises as a result of Tenant's negligence. A party's obligation under this Section to indemnify and hold the other party harmless shall 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 8 , 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 maintain commercial general liability insurance(including contractual liability and products and completed operations liability)with liability limits of not less than$2,000,000 per occurrence, and$3,000,000 annual aggregate if the Premises contain less than 5,000 rentable square feet of space or$5,000,000 annual aggregate if the Premises contain 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. 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 additional named insureds on such insurance policy. 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 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 ANI 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) days' prior written notice from the insurance company to both parties, to Landlord's Agent, 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) 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) 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 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) 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)days after the date on which Landlord obtains all permits necessary for such restoration,provided, however,that such one hundred eighty(180)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 hundred eighty (180) days after the date on which Landlord obtains all permits necessary for such restoration, then Tenant may elect to terminate this Lease by giving notice to such effect to Landlord within ten (10) days following the end of such one hundred eighty(180)day 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)days after the date of such destruction. 9 (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. (e) Abatement or Reduction of Rent. In case of damage to, or destruction of, the Premises or the Building the Minimum Monthly Rent and Additional 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 Minimum Monthly Rent as the total number of square feet of the Premises that are so damaged or destroyed or unusable by Tenant 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. (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)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) 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 the Minimum Monthly Rent shall be reduced by an amount that is in the same ratio to the Minimum Monthly 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 voluntarily 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 consent,which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and,at Landlord's 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 affect 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, or(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).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, • 10 • 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 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 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. 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 reasonable cost of processing each proposed assignment or subletting, including without limitation, reasonable attorneys'and other professional fees, and the cost of Landlord's administrative, 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,less,in each case,Tenant's actual and reasonable costs for tenant improvements and brokerage commissions in connection with such assignment or sublease. 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 written notice thereof 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 11 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 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 and 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. (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 Tenants 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 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 three (3)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 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)days after notice of such default has been given by Landlord to Tenant. If the default cannot reasonably be cured within thirty(30)days, then Tenant shall not be in default under this Lease if Tenant commences to cure the default within thirty (30) 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)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)days. � � (e)Cross-Default. Any material default by United ay ofKig County or hildren's Home Society, dba BuRRST, under those certain leases dated January ,2007 by and be -en Landlord and each of c( these related tenants occupying the 5th Floor of the 200 Mill Avenue Building, "Related Party Lease")for Suite 500 and 510 shall constitute a default of • •• Lease. In the event either -i ¢noh} Uni -d Way of King County or Children's Home Society, dba BuRSST is in material default, Landlord may require - ' -: -. . •_ - .• • -rminate the Lease upon sixty(60)days notice,forfeit the use of the common hallways -•- --• _ _• --••,and shared kitchen area,and/or assume and expand into the area leased by the defaulting party, as agreed upon by Landlord and Tenant. Landlord's election of this remedy is without prejudice to Landlord's right to pursue any other remedy available under the Lease. In no event shall Tenant be liable to Landlord for any damages incurred by Landlord for reason of any default by United Way of King County,or Children's Home Society,dba BuRRST. 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 12 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.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, providing in a cross-default situation, such termination shall be after said sixty(60) day notice provision. 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 attorney fees 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) leasing commissions incident to reletting to a new tenant, and (E) 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 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-In-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) 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 incurred as a result of the default or breach; (ii)within twenty(20)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) days are reasonably required for such cure, that the Trustee or Tenant will commence to cure such non-monetary defaults within twenty(20) 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) month's 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. 13 (c) Adequate Protection. Upon the filing of a petition by or against Tenant under the Code, Tenant, as Debtor and as Debtor-In-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) 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. 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. 31. Signs. Tenant shall not have the right to place, construct or maintain any sign, advertisement, awning, banner or other exterior decoration without Landlord's consent. Any sign that Tenant has Landlord's 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. 32. 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 reasonable prior 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)days of the Term, and (v)to show the Premises to prospective brokers,agents,purchasers,tenants or lenders,at any time during the Term. 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. 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.Landlord shall not access or inspect Tenant's files and records in connection with any such entry. 33. 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. 34. 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. • 14 35. 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. 36. 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 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. 37. Surrender;Holding Over. (a) Surrender. On expiration or ten (10) 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 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)days after termination of the Term as allowed or required by the provisions of this Lease by giving ten(10)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) day period shall vest in Landlord. Tenant 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)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 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 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)days prior to the end of any such monthly period or by Tenant by a notice given to Landlord at least thirty(30)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. 38. Agency Disclosure;Broker. (a) Agency Disclosure. GVA Kidder Mathews hereby discloses that it represents the Landlord 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 paid by Tenant. 39. 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. 40. • :• '-•. .- . . - - - - -.. - . Intentionally ovally +�!o�tcdor-��,Q � 15 41. Definitions. As used in this Lease, the following words and phrases, whether or not capitalized, 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. (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. (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 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,that 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 as to 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, in the condition received, , ordinary wear and tear, damage caused by Landlord , damaged caused=by fire or other casualty and the effects of 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,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) "Law"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. • • 16 • (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. (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 Property;(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) 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 twelve percent (12%) 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 twelve percent(12%)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;(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; (ix) real estate broker's or other leasing commissions, (x)the costs of repairs due to casualty or condemnation,or (xi)any costs that are expressly excluded from Operating Costs elsewhere in this Lease. (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. 17 (bb) "Property"means the Premises,Building and Land. (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. (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. 18 ' (mm)"Tenant's trade fixtures"means any property attached to the Premises by Tenant. (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. 42. 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 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. (j) 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. 19 (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: rZ I I t�4S ifi't:TO,J Srr�Gamit-T - I11Fr°otc The City of Renton,Washington,a WIN24 ,a Washington non-profit corporation Washington municipal corporation By: Title:Toresu:. E r 4."-42r2),) Title: Date executed: a/ t f U Date executed: By: I By: Title: Title: Date executed: Date executed: This Lease has been prepared for submission to you and your attorney. GVA Kidder Mathews is not authorized to give legal or tax advice. Neither Landlord nor GVA 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] • 20 • STATE OF 7.41,54•se'F" )ss. COUNTY OF Kr^4; On Fe ,20 07, before me, gitia (A- Cod , a Notary Public in and for the State of tr+us ,personally appeared .5*. fey F_ (ct, I personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the 'same in his/her/their authorized capacity(ies),and that by hi (I 1 eir signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted,execotei'�' i 1 ,S4 ye nt. Witness my hand and official tbair4s`O"F.eA;,90 �•� • •;,.• • Zooe z:0—• Notary Public in and for said State STATE OF i • M,NG coni '0`'��� COUNTY OF ','+Mr:+,rei"6 I certify that I know or have satisfactory evidence that is the person who appeared before me on 20_,and said person acknowledged that he/she signed this instrument,on oath stated that he/she was authorized to execute the instrument,and acknowledged it as the (title) of (entity) a , to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Witness my hand and official seal this day of 20 Notary Public (Print Name) Residing at My Commission Expires: STATE OF 1' �54.- -}� ) )ss. COUNTY OF t;•^J I certify that I know or have satisfactory evidencg that $fz ^ lei ✓= k e L( is the person who appeared before me on / + ., 20 c. ,and said person acknowledged that he/she signed this instrument,on oath stated that he/she was authorized to executtee the instrur�1 ent,and acknowledged it as the (title) ikfiv,.. iF.._t.�e D ,b�{�, of (entity) �.�l..df— InINet-.+..-L,Zit a ✓I�^ P ��f �t� , to be the free and voluntary act of such party for the uses and purposes mentioneer,(JI�•Vi gfigpt. / o /eye,, ;5_74 b Witness my haewa 'Gt a7 iis�%/ day of "� 20 0 2 0'10 .k 20p8 fie:V i �:.° •I`+.` (Print Name) Notary Public /oq ARY eJ104 ResMy iding Commission Expires: C S i1 5 cu1r STATE OF )ss. COUNTY OF I certify that I know or have satisfactory evidence that is the person who appeared before me on 20 ,and said person acknowledged that he/she signed this instrument,on oath stated that he/she was authorized to execute the instrument,and acknowledged it as the (title) of (entity) , a , to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Witness my hand and official seal this day of 20 . Notary Public (Print Name) Residing at My Commission Expires: 1 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. 10. 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, 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. 11. Taxes.Tenant shall pay prior to delinquency all taxes, charges or other govemmental 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. 12. 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: WksZ-ra04 DmF0n 1A N6ti Nt1 ` 211 The City of Renton,Washington,a WfN244;a Washington non-profit corporation Washington municipal corporation 611.111Thin--- By: By Print Name S Ty!u l C Title -T�-re 11.4 un v R ( l Nr.c.raL__ By Print Name Title WORK LETTER EXHIBIT C Page 3 EXHIBIT A LEGAL DESCRIPTION 200 Mill Avenue Building THAT PORTION OF HENRY H. TOBIN DONATION LAND CLAIM LYING NORTH OF CANADIAN&PACIFIC RAILROAD RIGHT OF WAY AND EAST OF PLAT OF TOWN OF REON; LESS A PORTION BEGINNING AT THE SOWTHWEST CORNER; THENCE EASTERLY ALONG SOUTH LINE TO THE INTERSECTION WITH COMMERCIAL WATERWAY #2 RIGHT OF WAY; THENCE NORTHWESTERLY ALONG SAID RIGHT OF WAY 53.88 FEET; THENCE SOUTH 42°-04'-00" WEST 34.10 FEET; THENCE ON A CURVE TO THE RIGHT WITH A RADIUS OF 470 FT. — 109.58 FEET ON AN ARC; THENCE SOUTH 63°-04'-00" WEST 191.62 FEET; THENCE SOUTH 39.53 FEET TO POINT OF BEGINNING. • Situated in King County,Washington King County Tax Assessor's Account Number:0000720-0050-08 Initials: C LEGAL DESCRIPTION EXHIBIT A EXHIBIT B FLOOR PLAN ..fir. .......: t}rt * g . .., :' ,,,..I. i'..r:. C '�i �ti r -:-..:.,...c:9,!,.. ::Ph,:: :. r. .Z:14. .ri;, {%.4'f%i i �:_ .:{ Iii I,:.aa l;..:::,7tn- N ..:ti!' .(wEG,«,f.,, :gas, :.Ly-:=}:::.'. .. .,iE ..'^3.•^.w P i ::1 ..iG•✓4.111�t`. r�.. j•.I • f '( i%r -41.i • rti: .J...�...::j' %'i5 j'4l:')%fir'.;` :> f::: .±,; : i.; • g rx. -U't-nY4G a wki: -tt:: .t[E l l`... 1 1l �' 4"r moi._ , .1- ,,; �-Ham. "E: .M .''' IE 1( t inu.. reWr;..�•..' 10 Er. �*-.: - .:fir- ��''. rO. /// Monte,/ Ptiolise3 Initials: l( Suite 510 Approximately 1576 rentable square feet. Interior improvements may not be exactly as shown. FLOOR PLAN . EXHIBIT B 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 any way 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 fumish 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), if 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 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 admit any person (Tenant or otherwise) to any office of the Building without specific instructions from Landlord. 28. Tenant and Tenants 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 Tenants deliveries shall be repaired at the sole cost and expense of the Tenant. 30. Tenant and Tenants 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: -22 RULES AND REGULATIONS EXHIBIT D Page 3 EXHIBIT C WORK LETTER THIS WORK LETTER is made as of January 31,2007 between The City of Renton,Washington, a Washington municipal corporation ("Landlord"), and NIN21'(�a Washington non-profit corporation ("Tenant"). CC Lk,its vrreC.P I TNFazrtler ie*,1 rvETwdP-K .-1I RECITALS: Landlord and Tenant have entered into a Lease dated of even date herewith (the "Lease") covering certain premises (Suite 505) 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. Under the Lease, Tenant has agreed to accept 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 Work Letter. Tenant desires to perform certain alterations, repairs and improvements to the Premises(the"Work"). Such Work shall be in accordance with the provisions of this Work Letter,and to the extent not expressly inconsistent herewith, in accordance with the provisions of the Lease. Performance of the Work shall not serve to abate or extend the time for the commencement of Rent under the Lease, except to the extent Landlord delays approvals beyond any times permitted for such approvals under this Work Letter.Capitalized terms used in this Work Letter that are defined in the Lease shall have the same meanings given to them in the Lease. 2. Cost of the Work. Except as provided hereinafter, Tenant shall pay all costs (the "Cost of the Work")associated with the Work whatsoever,including without limitation,all 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. Of the Cost of the Work, Landlord shall reimburse Tenant an amount up to, but not exceeding, $18.50 per square foot, totaling $34,909.50 Dollars, (the "Improvement Allowance"). The Improvement Allowance shall be funded by Landlord upon completion of the Work in accordance with plans and specifications approved by Landlord in writing in accordance with the provisions hereof, and Tenant has submitted all invoices, lien waivers, affidavits of payment, and such other evidence as Landlord may reasonably require that the cost of the Work has been paid for and that no mechanic's, materialmen's or other such liens have been or may be filed against the property or the Premises arising out of the design or performance of the Work.In no event shall Landlord be required to pay any portion of the Cost of the Work in excess of the Improvement Allowance. 3. Space Plan and Working Drawings. Tenant shall submit a "Space Plan" or "Working Drawings" outlining the proposed Work in detail,to Landlord for review and approval prior to commencement of the Work. Landlord shall,within one(1)working days after receipt thereof, either approve the Space Plan or Working Drawings,as the case may be,or disapprove the same,advising Tenant of the reasons for such disapproval. If Landlord disapproves the Space Plan or Working Drawings,then Tenant shall modify the same,taking into account the reasons given by Landlord for said disapproval, and shall submit a revised Space Plan or Working Drawings, as the case may be, to Landlord within one (1) working days after receipt of Landlord's initial disapproval. The parties shall continue such process in the same time frames until Landlord grants approval of the Space Plan or Working Drawings. 4. 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. 5. 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. 6. Performance. (a) 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. WORK LETTER EXHIBIT C , • Page 1 (c) (d) 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 which, Landlord may itself execute and file the same on behalf of Tenant as Tenant's agent for such purpose. (e) Copies of"as built"drawings shall be provided to Landlord no later than thirty(30)days after completion of the Work. (f) 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. (g) 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. (h) 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. (i) 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. 7. 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. 8. 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. 9. 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 WORK LETTER EXHIBIT C Page 2 GVA KIDDER MATHEWS 60 UNION STREET OFFICE LEASE-GROSS SUITE 4720 SEATTLE,WA 98101 200 MILL AVENUE BUILDING TEL 398-2271 FAX 398-2290 This Lease is made this 315} day of January, 2007 by and between The City of Renton, Washington, a Washington municipal corporation ("Landlord"), and Children's Home Society of Washington a Washington corporation, ("Tenant"),who agree as follows: git 1. Fundamental Terms.As used in this Lease,the following capitalized terms shall have the following meanings: (a) "Land"I 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) "Buildh g"means the building in which the Premises are located,commonly known as the 200 Mill Avenue Building, the street address of which is 200 Mill Avenue South, Renton, Washington 98055- 3232. (c) "Premi;ses"means that certain space crosshatched on Exhibit B,located on the fifth floor of the Building and designated as Suite 510. (d) "Agreeid 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(tbe"Building Area") and that the Premises contain approximately 1,576 rentable square feet of space(the"Premises Area"). The parties agree that the Premises will pe remeasured by Landlord's architect to accurately determine the number of rentable square feet of space in the Premises,which determination shall be made in accordance with the Building Owners and Managers Association International ("BOMA") standards, namely the "Standard Method for Measuring Floor Area in Office Buildings—American National Standard,"ANSI Z65.1-1996.Promptly after Landlord's architect makes such determination, this Lease shall be amended to accurately reflect the number of rentable square feet of space in the Building and the Premises as so determined. In addition, the Minimum Monthly Rent, and Tenant's Share, shall be proportionately adjusted based on the actual number of rentable square feet of space in the Premises as so determined. Landlord and Tenant further agree that the Building Area may exclude portions of the Building which are used for other than office purposes,such asl areas used for retail purposes. (e) "Tena is Share" means the Premises Area divided by the Building Area, expressed as a percentage,which is three point one eight percent(3.18%). 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 j 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 tol 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 March 1, 2007, or such earlier or later date as provided in Section 4 hereof. (g) "Expiration Date"means February 29, 2012. (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 Monthly Amount March 1,2007 to February 29,2008 $2,462.50 March 1,2008 to February 28,2009 $2,528.17 March 1,2009 to February 28,2010 $2,593.83 March 1,2010 to February 28,2011 $2,659.50 March 1,2011 to February 29,2012 $2,758.00 1 (j) "Permitted Use" means use for purposes of general business offices for marketing and administration services. 1 (k) "Base Fear"means the calendar year 2007. (I) "Prepaid Rent" means Two Thousand Four Hundred Sixty-two and 50/100 Dollars ($2,462.50). (m) "Security Deposit" means Two Thousand Seven Hundred Fifty-eight and 00/100 Dollars ($2,758.00). (n) "Landlord's Address for Notice" means 200 Mill Avenue Building, do GVA Kidder Mathews, 601 Union Street, uite 4720,Seattle,WA 98101. (o) "Landlqrd's Address for Payment of Rent" means 200 Mill Avenue Building, c/o GVA Kidder Mathews,P.O. BoC 34860,Seattle,WA 98124-1860. (p) "Tenant's Address for Notice"means Childrens Home Society, Inc. 200 Mill Avenue Building, Suite 510,Renton,j WA 98055-3232 on and after the Commencement Date. (q) "Landlord's Agent"means GVA Kidder Mathews or such other agent as Landlord may appoint from time to time. ; (r) "Broke ri(s)"means GVA Kidder Mathews representing the Landlord. (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 Rider which is attached hereto:N/A. (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 of the Building. 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 thereof, (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 tlje 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 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, if any, 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. (b) Tenant Obligations. If the Tenant Improvements, if any, are not substantially completed on the Commencement Date specified in Section 1 primarily due to Tenant's failure to promptly review and approve the plans and specifications for the Tenant Improvements or change orders with respect to the Tenant Improvements or to Tenant's failure to fulfill any other obligation under this Lease,then the Term shall be deemed to have commenced on the Commencement Date specified in Section 1. . 2 • a • (c) Tenant Termination Rights. If Landlord is unable to deliver possession of the Premises with the Tenant Improqqements, if any, substantially completed to Tenant on the Commencement Date as a result of causes bbeyond its reasonable control, Landlord shall not be liable for any damage caused by failing to deliver possession and this Lease shall not be void or voidable. Tenant shall not be liable for Rent until Landlord delivers possession of the Premises to Tenant. No delay in delivery of possession of the Premises to Tenant shall change the Expiration Date or operate to extend the Term. If Landlord does not deliver possession of the Premises to Tenant within three (3) months of the Commencement Date, then Tenant may elect to terminate this Lease by giving notice to Landlord within ten (10)days following the end of such three(3) month period. (d) 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, irior 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,tie 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 Ciarge. 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 fent is not received by Landlord from Tenant by the fifth (5th) calendar day after such Rent is due, Tenapt 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 shPil 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. I 6. Prepaid Rep t and Security Deposit. As partial consideration for Landlord's execution of this Lease, on executidn 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) days of demand pay to Landlord a sum equal to the portion of the Security Depositxpended 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, the Landlord shall return the Security Deposit, without interest, to Tenant within a reasonable period lof time not to exceed thirty (30) 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 o e-twelfth(1/12th)of Tenant's Share of all increases in Real Property Taxes that are or will be levied or as essed 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 estima ed by Landlord. Such Additional Rent is exclusive of any sales,franchise, business or occupation or othe 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) 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 Sham of the increase in Real Property Taxes.If Tenant's Share of the increase in such Real Property Taxes fo 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)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 Yearl 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 3 Lf E 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 spec4fied in Section 1. (e) Leasehold Excise Tax. Notwithstanding anything to the contrary contained in this Section 7, Landlord and Tenalnt 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 Babe 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 lin 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. Landlorii 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, businesI' 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) days after the end of each calendar year during the Term or within such longer period of time as may be reasonabinecessary,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) 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) Proratipn.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 Minirrlum 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 consent. Tenant agrees that it has determined to its satisfaction that the Premises can be used for the Permitted Use.Tenant waives any right to terminate this Lease if the Premises cannot be used for the Permitted Use during the Term unless the prohibition on use is the result of actions taken by Landlord. Tenant'suse of the Premises shall be in accordance with the following: (a) Insuranl ce. 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.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 result of Tenant's use, then Tenant shall pay to Landlord not less than ten (10) 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. 4 • 7 L .1 (b) Compliance with Laws. Tenant shall comply with all laws concerning the Premises and Tenant's.use of the Premises. (c) Waste,j 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) the use of loudspeakers or sound or light apparatus that can be heard or seen outside the Premises, (ii)for cooking or other activities that cause odors that can be detected outside the Premises,or(iii)for lodging or sleeping rooms. (d) Damage to Property.Tenant shall not do anything in,on or about the Premises that will cause damage to the Property. (e) Rules and Regulations. Tenant and its authorized representatives shall comply with the Rules and Regulations set forth on Exhibit D attached hereto. Landlord shall have the 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. 11. Hazardous Substances. Tenant shall not dispose of or otherwise allow the release of any Hazardous Substahces 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 th,e acts or omissions of Landlord, or its employees, resulting in the release of any Hazardous Substances on the Premises or the Property. (d) Acknowledgment as to Hazardous Substances. Tenant acknowledges that the Premises may contain Hazardous Substances, and Tenant accepts the Premises and the Building notwithstanding such Hazardous Sibstances. If Landlord is required by any law to take any action to remove or abate any Hazardous Substances, or if Landlord deems it necessary to conduct special maintenance or testing procedures with regard to any Hazardous Substances,or to remove or abate any Hazardous Substances, Landlord may take such action or conduct such procedures at times and in a manner that Landlord deems appropriate under the circumstances, and Tenant shall permit the same. Any expenses incurred by Landlord to remove or abate any Hazardous Substances shall not be included in Operating Costs. (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. (a) 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, 5 T 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, iicluding 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 irestrooms and other common areas of the Building, and (v) the sidewalks, grounds, landscaping,parking and loading areas,if any,and other common areas of the Property. (b) Inclusionn 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 MSintenance;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 standerd 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 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) 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. 14. Tenant Improvements;Alterations and Trade Fixtures. (a) Tenant Improvements. Tenant accepts the Premises in their"AS IS" condition (except for latent defects that cannot be discovered by a walk-through inspection of the Premises) without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs ior 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 consent. (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)days before the expiration of the Term, or within thirty(30)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)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 therefor by 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)I 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 cost, and (v) shall be made in conformity with 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 consent. 15. Mechanics' 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 sufficient to satisfy statutory requirements therefor in the State of Washington.Tenant shall promptly pay or cause to be paid all sums awarded to the clamant on its suit, and, in any event, before any execution is issued with respect to any judgment obtained 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(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 attorney fees) incurred by Landlord in settling and discharging such lien together with interest thereon 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. 6 , 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 Premises Area 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 Premises Area 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 airtconditioning, 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 with respect thereto). 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 normal business hours from 7:30 A.M. to 6:00]P.M. daily, except Saturdays, Sundays and 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 reg1ires 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$20.00 per hour at this time; (iii) Water for restroom and drinking purposes and access to restroom facilities; (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 per week,except 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 an electric current or water meter(including,without limitation,any additional wiring, conduit or panel required therefor) 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 costlof 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 reasgnable 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 personale computers, laser printers, copiers, dictating machines and other small equipment normally used in business offices, and Landlord shall have no liability for loss or damage suffered by Tenant or others in connection therewith. 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 o the use of more than one personal computer per person, (ii) the occupancy of the Premises by more;than one person per two hundred (200) 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 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 7 a 1 , 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 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 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 absolute 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. (e) Landlord's Duties. 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 by reason of: (i)failure to furnish or delay in furnishing any of the services described in this Section 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 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. (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 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 from the conduct of Tenant's business, or from any activity,work or thing done, permitted,or suffered by Tenant in or abouthe Premises,except only such injury or damage as shall have been occasioned by the negligence of Landlord. Landlord shall defend, indemnify, and hold harmless Tenant, its officers, officials, 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 or the Property resulting from the acts or omissions of Landlord or its authorized representatives, excluding any injury, death, loss or damage which arises as a result of Tenant's negligence. A party's obligation under this Section to indemnify and hold the other party harmless shall 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 8 • • 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 maintain commercial general liability insurance(including contractual liability and products and completed operations liability);with liability limits of not less than$1,000,000 per occurrence, and$2,000,000 annual aggregate if the I?remises contain less than 5,000 rentable square feet of space or $5,000,000 annual aggregate if the Premises contain 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. 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 additional named insureds on such insurance policy. 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 by Tenant for the restoration of Tenant's Alterations and Trade Fixtures and the replacement of its Personal Property.Any portibn 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 byj 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 ANI or better as rated in the most recent edition of Best's Insurance Reports; (U) be issued as a primary policy, and (Hi) contain an endorsement requiring thirty(30) days' prior written notice from the insurance company to both parties, to Landlord's Agent, 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) 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) days after the date on which Landlord obtains all permits necessary for such restoration, and (Hi) 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 qr 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 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) 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) days after the date on which Landlord obtains all permits necessary for such restoration, provided,however,that such one hundred eighty(180)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 hundred eighty (180) days after the date on which Landlord obtains all permits necessary for such restoration, then Tenant may elect to terminate this Lease by giving notice to such effect to Landlord within ten (10) days following the end of such one hundred eighty(180)day period. (c) Damage to the Building. If during the Term the Building is partially destroyed by any casualty and if in the opinign 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 Ito do so within sixty(60)days after the date of such destruction. 9 (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. (e) Abatement or Reduction of Rent. In case of damage to, or destruction of, the Premises or the Building the Minimum Monthly Rent and Additional 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 Minimum Monthly Rent as the total number of square feet of the Premises that are so'damaged or destroyed or unusable by Tenant 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. (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) days after the date of vesting of title in the condemnor and the Term shall terminate as of the date specified in slich notice, which date shall not be less than sixty (60) 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 Landlod, 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 busihess 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 the Minimum Monthly Rent shall be reduced by an amount that is in the same ratio to the Minimum Monthly 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, ands 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 voluntarily 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 consent, which consent shall not; be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and,at Landlord's 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 affect 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, or(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).Landlord shall not be obligated to approve an assignment or subletting to(x)a current tenant of the Building or(y)a prospective tenant iof 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, . 10 encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assighment, 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,I1lincluding 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 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 Tall 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 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. 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)atransfer 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, 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),pr 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'consent, Landlord shall be entitled to receive,as Additional Rent,one-half(1/2)of any consideration, incliiding without limitation, payment for leasehold improvements paid for by Landlord, paid by the assignee orl 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, less, in each case,Tenant's actual and reasonable costs;for tenant improvements and brokerage commissions in connection with such assignment or sublease. 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 written notice thereof 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 exerdised 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 proposals to sublet conditional upon Landlord's subsequent written approval of the specific 11 sublease obtainedby 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 agreemeht(in which the proposed subtenant shall be named)together with a current reviewed or audited financia'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 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 and 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 throughodt 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. (h) Docuni1entation. 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 Meger. 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 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) Failurelto Pay Rent.Failure to pay Rent when due, if the failure continues for a period of three (3)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 notice of such default is given by Landlord ko 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)days after notice of such default has been given by Landlord to Tenant. If the default cannot reasonably be cured within thirty(30) days, then Tenant shall not be in default under this Lease if Tenant commences to cure the default within thirty (30) 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 subsitantially 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)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)days. (e) Cross-Default. Any material default by WIN211 or United Way of King County , under those certain leases dated January 11, 2007 by and between Landlord and each of these related tenants occupying the 5th Floor of the 200 Mill Avenue Building, ("Related Party Lease") for Suite 505 and 500 shall constitute a default of the United Way of King County Lease. In the event either WIN211 or United Way of King County is in material default, Landlord may require Children's Home Society of Washington, dba BurSST to terminate the Lease upon sixty(60) days notice, forfeit the use of the common hallways and conference room, and shared kitchen area, and/or assume and expand into the area leased by the defaulting party,as agreed upon by Landlord and Tenant. Landlord's election of this remedy is without prejudice to Landlord's right to pursue any other remedy available under the Lease. In no event shall Tenant be liable to Landlord for any damages incurred by Landlord for reason of any default by WIN 211 or United Way of King County. 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 forjsuch 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 12 • IIIIIIIIIIIIIIIIIIIIIIIIIIINIIIIIIIIIIIIIIIIIIIIIIIIIMIMW . , r , e I such re-letting occurs,this Lease shall terminate automatically upon the new Tenant taking posseson of the Premises. Notwithstanding that Landlord fails to elect to terminate the Lease initially, andlo d 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.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, providing in a cross-default situation, such termination shall be after said sixty(60) day notice provision. 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 awardiof 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 oflthe Term after the time of award exceeds the amount of such rental kiss 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 attorney fees therefor, (B)imaintaining 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) leasing commissions incident to reletting to a new tenant, and (E) any other costs necessary or appropriate to relct 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 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 ofIthis 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-In-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) 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 incurred as a result of the default or breach; (ii)within twenty(20)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) days are reasonably required for such cure, that the Trustee or Tenant will commence to cure such non-monetary defaults within twenty (20) 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) month's Minimum'Monthly Rent to be held by Landlord (without any allowance for interest thereon) to secure Tenant's fu ure 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 interegt 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. 13 (c) Adequate Protection. Upon the filing of a petition by or against Tenant under the Code, Tenant, as Debtor and as Debtor-In-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) 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 j(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. 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 I 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. 31. Signs. Tenant shall not have the right to place, construct or maintain any sign, advertisement, awning, banner or other exterior decoration without Landlord's consent. Any sign that Tenant has Landlord's consentto 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. 32. 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 reasonable prior 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)days of the Term, and (v)to show the Premises to prospective brokers,agents,purchasers,tenants or lenders,at any time during the Term. 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. Tenant shall not be entitled to an abatement or reduction of Rent if Landlord exercises any right reserved n 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.Landlord shall not access or inspect Tenant's files and records in connection with any such entry. 33. 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. 34. 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. 14 35. Transfer of Landlord's Interest. If Landlord sells or transfers the Property, Landlord, 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. 36. • 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 possession of the Premises, the losing party shall pay the successful party a reasonable sum for attorneys'fees whiLh 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. 37. Surrender;Holding Over. (a) Surrender. On expiration or ten (10) 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 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)days after termination of the Term as allowed or required by the provisions of this Lease by giving ten (10)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) day period shall vest in Landlord. Tenant 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)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 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 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)days prior to the end of any such monthly period or by Tenant by a notice given to Landlord at least thirty(30)days prior to the end of any such monthly period. During such month-to-month tenancy, Tenant shall pay Rent in the amount thenagreed 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. 38. Agency Disclosure;Broker. (a) Agency Disclosure. GVA Kidder Mathews hereby discloses that it represents the Landlord 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 paid by Tenant. 39. 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. 40. lntentienally-Deleted Landlord to Tenant. Intentionally deleted-by-the PartiesDeleted. 15 41. Definitions. As used in this Lease, the following words and phrases, whether or not capitalized, 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. (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. (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 threatiofcondemnation 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 or the Building caused bye 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, that constitutes security for the payment of R. 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 rnajeure"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 as to 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 Propertyi 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, in the condition received, , ordinary wear and tear, damage'caused by Landlord , damaged caused=by fire or other casualty and the effects of 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,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) "Law"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 gection. (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. • 16 (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. (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 Property;(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) 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 otherwisebe 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 twelve percent (12%) 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 twelve percent(12%) 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;(xix)the cost of furniture,draperies,carpeting,landscaping and other customary and ordinary itemsi 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; (ix) real estate broker's or other leasing commissions, (x)the costs of repairs due to casualty or condemnation,or (xi)any costs that are expressly excluded from Operating Costs elsewhere in this Lease. (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. 17 bb "means the Premises,) "Property"p,rty Building and Land. (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 molrtgagee,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, Pfepaid Rent,Security Deposit,all as defined in this Section,payments of Tenant's Share of increases in Renal 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. 18 (mm)"Tenant's trade fixtures"means any property attached to the Premises by Tenant. (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. 42. Miscelianeoius 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 tb be subject to exclusive in personam jurisdiction in the Superior Court in and for King County 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) Captious. 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 shallIbe 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. (j) 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 singu,lar shall include the plural and the plural shall include the singular,as the context may require. 19 (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 Children's Home Society of Washington a Washington municipal corporation WashcfhcI 7 '3iL Washington ccorrporation,,�rlbbeattrRRST- By: By:►Y' M Title: Title: President/CEO Date executed: Date executed: a X'a q• 07 By: By: Title: Title: Date executed: Date executed: This Lease has been prepared for submission to you and your attorney. GVA Kidder Mathews is not authorized to givelegal or tax advice. Neither Landlord nor GVA Kidder Mathews makes any representations orrecommendations 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] II it STATE OF ss. COUNTY OF OnsT((r'f!r 9 2007 , before me, 1.241411L2,,-# a.. , a,Notary Public in and for the State of ,personally appeared 4. '-.ILd/yfy. personally known to me (or proved td me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknpwledged to me that be/she/they executed the 'same in,/her/tTr authorized capacity(ies),and that by tat"s/her it signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted,executed the instrument. Witness my hand and official seal. ,r,rr I: � ,,_N,9tary Public in and for-:'id State ,.CI( STATE OF ) t w'f�►lgP.I� A .64 it Y:C�TARsr )ss. • V 4". COUNTY OF ) i P(iB i' I certify that I know or have satisfactoryevidence that 7`,Itt theperson who - Cp� i.l�rt appeared before me on 20 and said person acknowledged tha�'flt</lhf6� signed this instrument,on oath stated that he/she was authorized to execute the instrument,and acknowledged it as the (title) of (entity) a , to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Witness my hand and official seal this day of 20 Notary Public (Print Name) Residing at i My Commission Expires: STATE OF ) )ss. COUNTY OF ) f certify that I know or have satisfactory evidence that is the person who appeared before me on 20 ,and said person acknowledged that he/she signed this instrument,on oath stated that he/she was authorized to execute the instrument,and acknowledged it as the (title) of (entity) a , to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Witness my hand and official seal this day of 20 Notary Public (Print Name) Residing at My Commission Expires: STATE OF ) )ss. COUNTY OF ) I certify that I know or have satisfactory evidence that is the person who appeared before me on 20 ,and said person acknowledged that he/she signed this instrument,on oath stated that he/she was authorized to execute the instrument,and acknowledged it as the (title) of (entity) a , to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Witness my hand and official seal this day of 20 Notary Public (Print Name) Residing at My Commission Expires: i 1 EXHIBIT A LEGAL DESCRIPTION 200 Mill Avenue Building THAT PORTION OF HENRY H. TOBIN DONATION LAND CLAIM LYING NORTH OF CANADIAN&PACIFIC RAILROAD RIGHT OF WAY AND EAST OF PLAT OF TOWN OF REON; LESS A PORTION BEGINNING AT THE SOWTHWEST CORNER; THENCE EAS FERLY ALONG SOUTH LINE TO THE INTERSECTION WITH COMMERCIAL WATERWAY #2 RIGHT OF WAY; THENCE NORTHWESTERLY ALONG SAID RIGHT OF WAY 53.88 FEET; THENCE SOUTH 42°-04'-00" WEST 34.10 FEET; THENCE ON A CURVE TO THE RIGHT WITH A RADIUS OF 470 FT. — 109.58 FEET ON AN ARC; THENCE SOUTH 63°-04'-00" WEST 191.62 FEET; THENCE SOUTH-39.53 FEET TO POINT OF BEGINNING. Situated in King County,Washin Washington King County Tax Assessor's Account Number:0000720-0050-08 Initials: LEGAL DESCRIPTION • EXHIBIT A • • • EXHIBIT B FLOOR PLAN ...r...,,.:.,......:,..,..,....,:,.... .:,.I.'..:..i.i.11: ..i..:,..,. ;,..:.,..,,,,,,7. •,'"7.•,,,,,;•.;.1,.....%'.1,..,,a,''';y: ay. =x1 ..:., f :,-1 i.., ,J. r%�r'cis s=i r 1- --'5, .0a.': 1. F� l,' - :1 • .s. tpiti.„.0. exkg... { • k f 4� ..i..,.?tom S _ ��j ...iRr� i'4........................ TFry}1i�f _ '.;::���, f '�:..ifi4n� 3çL rely ; 't7...y. `'I 'rf,:.t ",7'I(�Y........ii...'l':: e v. i�,. . '''.-4.?'1,'1'•)-..lg?.,,i,1e-iw ..;, .; 1: �: .:� 111 J' ',;. 11.':; +. .,C..kit Lti itlY, o, iisr-t -4.. 4�` _ :��^_i�...:-<:.;::3.,. :l' • i:. :.- 4 4].°•••• - ..--".i .•-.•1.1:j-;i•-....-..1........j:-.-•.•-.j.:•.i.•......-:-.?:.•-•?..•.iL-.:-.......?..-..1.•.1'.i.1L—.';''.:IX ••'1A J :it/7 IA /// 9.14-4,v P'ze (iSV Initials: . Suite 510 Approximately 1576,rentable square feet. Interior improvements may not be exactly as shown. FLOOR PLAN EXHIBIT B it EXHIBIT C WORK LETTER THIS WORK LETTER is made as of January 31,2007 between The City of Renton,Washington, a Washington municipal corporation ("Landlord"), and Children's Home Society of Washington a Washington corporation,ilba DaRRST ("Tenant"). 60 RECITALS: Landlord and Tenant have entered into a Lease dated of even date herewith (the "Lease") covering certain premises (Suite 510) 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. Under the Lease, Tenant has agreed to accept 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 Work Letter. Tenant desires to perform certain alterations, repairs and improvements to the Premises(the;"Work").Such Work shall be in accordance with the provisions of this Work Letter,and to the extent not expressly inconsistent herewith, in accordance with the provisions of the Lease. Performance of the Work shall not serve to abate or extend the time for the commencement of Rent under the Lease, except to the extent Landlord delays approvals beyond any times permitted for such approvals under this Work Letter.Capitalized terms used in this Work Letter that are defined in the Lease shall have the same meanings given to them in the Lease. 2. Cost of the Work. Except as provided hereinafter, Tenant shall pay all costs (the"Cost of the Work")associated with the Work whatsoever,including without limitation,all 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. Of the Cost of the Work, Landlord shall reimburse Tenant an amount up to, but not exceeding, $18.50 per square foot, totaling $29,156.00 Dollars, (the "Improvement Allowance"). The Improvement Allowance shall tie funded by Landlord upon completion of the Work in accordance with plans and specifications approved by Landlord in writing in accordance with the provisions hereof, and Tenant has submitted all invoices, lien waivers, affidavits of payment, and such other evidence as Landlord may reasonably require that the cost of the Work has been paid for and that no mechanic's, materialmen's or other such liens have been or may be filed against the property or the Premises arising out of the design or performance of the Work.In no event shall Landlord be required to pay any portion of the Cost of the Work in excess of the Improvement Allowance. 3. Space Plan and Working Drawings. Tenant shall submit a "Space Plan" or "Working Drawings" outlining the proposed Work in detail,to Landlord for review and approval prior to commencement of the Work. Landlord shall,within one (1)working days after receipt thereof, either approve the Space Plan or Working Drawings,as the case may be,or disapprove the same,advising Tenant of the,reasons for such disapproval. If Landlord disapproves the Space Plan or Working Drawings,then Tenant shall modify the same, taking into account the reasons given by Landlord for said disapproval, and shall submit a revised Space Plan or Working Drawings, as the case maybe, to Landlord within one (1) working days after receipt of Landlord's initial disapproval. The parties shall continue such process in the same time frames until Landlord grants approval of the Space Plan or Working Drawings. 4. 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. 5. 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. 6. Performance. (a) 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. WORK LETTER EXHIBIT C Page 1 • • (c) (d) 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 which, Landlord may itself execute and file the same on behalf of Tenant as Tenant's agent for such purpose. (e) Copies of"as built"drawings shall be provided to Landlord no later than thirty(30)days after completion of the Work. (f) 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. (g) 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. (h) 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. (i) 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. 7. 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. 8. 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. 9. 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 shale 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 WORK LETTER EXHIBIT C Page 2 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. 10. 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, demands, losses,'idamages, 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. 11. 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 Tenants 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. 12. 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 Children's Home Society of Washington a Washington municipal corporation Washington corporation, a-BttRRSa-- By. By 13+7, rl��'"o• t JLL� Print Name D. Sharon Osborne Title President/CEO By Print Name Title WORK LETTER EXHIBIT C • Page 3 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 Tenants 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 orltermination of Tenants 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 orl 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 1 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 any way 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 ifurnish 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), if 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 12. Tenant shall not waste electricity,water or air conditioning, and Tenant agrees to cooperate fully with Landlord to assures 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 icoverings 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 intoxidated 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 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 orl 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 ' r GVA KIDDER MATHEWS 601 UNION STREET OFFICE LEASE-GROSS SUITE 4720 SEATTLE,WA 98101 200 MILL AVENUE BUILDING TEL 398-2271 FAX 398-2290 This Lease is made this 31$' day of January, 2007 by and between The City of Renton, Washington, a Washington municipal corporation ("Landlord"), and United Way of King County, 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 are 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 fifth floor of the Building and designated as Suite 500. (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 843 rentable square feet of space(the"Premises Area").The parties agree that the Premises will be remeasured by Landlord's architect to accurately determine the number of rentable square feet of space in the Premises,which determination shall be made in accordance with the Building Owners and Managers Association International ("BOMA") standards, namely the "Standard Method for Measuring Floor Area in Office Buildings—American National Standard,"ANSI Z65.1-1996. Promptly after Landlord's architect makes such determination, this Lease shall be amended to accurately reflect the number of rentable square feet of space in the Building and the Premises as so determined. In addition, the Minimum Monthly Rent, and Tenant's Share, shall be proportionately adjusted based on the actual number of rentable square feet of space in the Premises as so determined. Landlord and Tenant further agree that the Building Area may exclude portions of the Building which are used for other than office purposes,such as areas used for retail purposes. (e) "Tenant's Share" means the Premises Area divided by the Building Area, expressed as a percentage, which is one and 70/100'" percent(1.70%). 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), provided, however, that in no event shall Tenant's Share be more than three and 50/100ths percent(3.50%). (f) "Commencement Date" means March 1, 2007, or such earlier or later date as provided in Section 4 hereof. (g) "Expiration Date"means February 29, 2012. (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 Monthly Amount March 1,2007 to February 29,2008 $1,317.19 March 1,2008 to February 28,2009 $1,352.31 March 1,2009 to February 28,2010 $1,387.54 March 1,2010 to February 28,2011 $1,422.56 March 1,2011 to February 29,2012 $1,475.25 1 (j) "Permitted Use" means use for purposes of general business offices for marketing and administration services. (k) "Base Year"means the calendar year 2007. (I) "Prepaid Rent" means One Thousand Three Hundred Seventeen and 19/100 Dollars ($1,317.19). (m) "Security Deposit" means One Thousand Four Hundred Seventy-five and 25/100 Dollars ($1,475.25). (n) "Landlord's Address for Notice" means 200 Mill Avenue Building, c/o GVA 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 GVA Kidder Mathews,P.O. Box 34860,Seattle,WA 98124-1860. (p) "Tenant's Address for Notice" means United Way of King County, 720 Second Avenue, Seattle,WA 98104—1702—ATTN: Chief Operating Officer,on and after the Commencement Date. (q) "Landlord's Agent"means GVA Kidder Mathews or such other agent as Landlord may appoint from time to time. (r) "Broker(s)"means GVA Kidder Mathews representing the Landlord. (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 Rider which is attached hereto:N/A. (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 of the Building. 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 thereof, (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 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, if any, 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. (b) Tenant Obligations. If the Tenant Improvements, if any, are not substantially completed on the Commencement Date specified in Section 1 primarily due to Tenant's failure to promptly review and approve the plans and specifications for the Tenant Improvements or change orders with respect to the 2 Tenant Improvements or to Tenants failure to fulfill any other obligation under this Lease,then the Term shall be deemed to have commenced on the Commencement Date specified in Section 1. (c) Tenant Termination Rights. If Landlord is unable to deliver possession of the Premises with the Tenant Improvements, if any, substantially completed to Tenant on the Commencement Date as a result of causes beyond its reasonable control, Landlord shall not be liable for any damage caused by failing to deliver possession and this Lease shall not be void or voidable. Tenant shall not be liable for Rent until Landlord delivers possession of the Premises to Tenant. No delay in delivery of possession of the Premises to Tenant shall change the Expiration Date or operate to extend the Term. If Landlord does not deliver possession of the Premises to Tenant within three(3) months of the Commencement Date, then Tenant may elect to terminate this Lease by giving notice to Landlord within ten (10)days following the end of such three(3) month period. (d) 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) 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) 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)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)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 3 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) 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) 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) days after receipt of the statement. If Tenants 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 consent. Tenant agrees that it has determined to its satisfaction that the Premises can be used for the Permitted Use.Tenant waives any right to terminate this Lease if the Premises cannot be used for the Permitted Use during the Term unless the prohibition on use is the result of actions taken by Landlord. 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.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 result of Tenant's use, then Tenant shall pay to 4 z Landlord not less than ten (10) 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 concerning the Premises and Tenant's use of the Premises. (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) the use of loudspeakers or sound or light apparatus that can be heard or seen outside the Premises, (ii)for cooking or other activities that cause odors that can be detected outside the Premises,or(iii)for lodging or sleeping rooms. (d) Damage to Property.Tenant shall not do anything in,on or about the Premises that will cause damage to the Property. (e) Rules and Regulations. Tenant and its authorized representatives shall comply with the Rules and Regulations set forth on Exhibit D attached hereto. Landlord shall have the 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. 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) Acknowledgment as to Hazardous Substances. Tenant acknowledges that the Premises may contain Hazardous Substances, and Tenant accepts the Premises and the Building notwithstanding such Hazardous Substances. If Landlord is required by any law to take any action to remove or abate any Hazardous Substances, or if Landlord deems it necessary to conduct special maintenance or testing procedures with regard to any Hazardous Substances,or to remove or abate any Hazardous Substances, Landlord may take such action or conduct such procedures at times and in a manner that Landlord deems appropriate under the circumstances, and Tenant shall permit the same. Any expenses incurred by Landlord to remove or abate any Hazardous Substances shall not be included in Operating Costs. (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. (a) 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 5 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 of the Building, and (v) the sidewalks, grounds, landscaping,parking and loading areas,if any,and other common areas of the Property. (b) 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 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) 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. 14. Tenant Improvements;Alterations and Trade Fixtures. (a) Tenant Improvements. Tenant accepts the Premises in their"AS IS" condition (except for latent defects that cannot be discovered by a walk-through inspection of the Premises) 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 consent. (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)days before the expiration of the Term, or within thirty(30)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)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 therefor by 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 cost, and (v) shall be made in conformity with 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 consent. 15. Mechanics' 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 sufficient to satisfy statutory requirements therefor in 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(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 attorney fees) incurred by Landlord in settling and discharging such lien together with interest thereon in accordance with 6 , 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. 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 Premises Area 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 Premises Area 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 with respect thereto). 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 normal business hours from 7:30 A.M. to 6:00 P.M. daily, except Saturdays, Sundays and 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$20.00 per hour at this time; (iii) Water for restroom and drinking purposes and access to restroom facilities; (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 per week,except 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 an electric current or water meter(including,without limitation,any additional wiring,conduit or panel required therefor) 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 loss or damage suffered by Tenant or others in connection therewith. 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 per person, (ii) the occupancy of the Premises by more than one person per two hundred (200) 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 any equipment, or modify any existing equipment (including the standard air conditioning 7 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 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 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 absolute 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. (e) Landlord's Duties. 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 by reason of: (i)failure to furnish or delay in furnishing any of the services described in this Section 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 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. (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 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 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,except only such injury or damage as shall have been occasioned by the negligence of Landlord. Landlord shall defend, indemnify, and hold harmless Tenant, its officers, officials, 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 or the Property resulting from the acts or omissions of Landlord or its authorized representatives, excluding any injury, death, loss or damage which arises as a result of Tenant's negligence. A party's obligation under this Section to indemnify and hold the other party harmless shall 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 8 ver�rerr, • 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 maintain commercial general liability insurance(including contractual liability and products and completed operations liability)with liability limits of not less than$2,000,000 per occurrence, and$3,000,000 annual aggregate if the Premises contain less than 5,000 rentable square feet of space or$5,000,000 annual aggregate if the Premises contain 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. 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 additional named insureds on such insurance policy. 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 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 ANI 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) days' prior written notice from the insurance company to both parties, to Landlord's Agent, 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)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) 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 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) 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)days after the date on which Landlord obtains all permits necessary for such restoration,provided,however,that such one hundred eighty(180)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 hundred eighty (180) days after the date on which Landlord obtains all permits necessary for such restoration, then Tenant may elect to terminate this Lease by giving notice to such effect to Landlord within ten (10) days following the end of such one hundred eighty(180)day 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 9 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)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. (e) Abatement or Reduction of Rent. In case of damage to, or destruction of, the Premises or the Building the Minimum Monthly Rent and Additional 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 Minimum Monthly Rent as the total number of square feet of the Premises that are so damaged or destroyed or unusable by Tenant 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. (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)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) 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 the Minimum Monthly Rent shall be reduced by an amount that is in the same ratio to the Minimum Monthly 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 voluntarily 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 consent,which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be voidable and,at Landlord's 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 affect 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,or(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).Landlord shall not be obligated to approve an assignment or subletting to(x)a current tenant of the Building or(y)a 10 . • „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 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 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. 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, 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, less,in each case,Tenant's actual and reasonable costs for tenant improvements and brokerage commissions in connection with such assignment or sublease. 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 written notice thereof 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 11 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 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 and 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. (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 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 three (3)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 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)days after notice of such default has been given by Landlord to Tenant. If the default cannot reasonably be cured within thirty(30)days, then Tenant shall not be in default under this Lease if Tenant commences to cure the default within thirty (30) 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)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)days. (e) Cross-Default. Any material default by WIN211 or BuRRST, under those certain leases dated Januaryil, 2007 by and between Landlord and each of these related tenants occupying the 5th Floor of 7 the 200 Mill Avenue Building, ("Related Party Lease")for Suite 505 and 510 shall constitute a default of the United Way of King County Lease. In the event either WIN211 or BuRRST is in material default, Landlord may require United Way of King County to terminate the Lease upon sixty (60) days notice, forfeit the use of the common hallways and conference room, and shared kitchen area, and/or assume and expand into the area leased by the defaulting party, as agreed upon by Landlord and Tenant. Landlord's election of this remedy is without prejudice to Landlord's right to pursue any other remedy available under the Lease. In no event shall Tenant be liable to Landlord for any damages incurred by Landlord for reason of any default by WIN 211 or BuRRST. 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 12 . • a . 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.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, providing in a cross-default situation, such termination shall be after said sixty(60) day notice provision. 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 attorney fees 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) leasing commissions incident to reletting to a new tenant, and (E) 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 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-In-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) 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 incurred as a result of the default or breach; (ii)within twenty(20)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) days are reasonably required for such cure, that the Trustee or Tenant will commence to cure such non-monetary defaults within twenty(20) 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) month's 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. 13 (c) Adequate Protection. Upon the filing of a petition by or against Tenant under the Code, Tenant, as Debtor and as Debtor-In-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, Tenants 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) 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. 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. 31. Signs. Tenant shall not have the right to place, construct or maintain any sign, advertisement, awning, banner or other exterior decoration without Landlord's consent. Any sign that Tenant has Landlord's 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. 32. 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 reasonable prior 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)days of the Term, and (v)to show the Premises to prospective brokers,agents,purchasers,tenants or lenders,at any time during the Term. 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. 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.Landlord shall not access or inspect Tenant's files and records in connection with any such entry. 33. 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. 34. 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. 14 35. 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. 36. 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 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. 37. Surrender;Holding Over. (a) Surrender. On expiration or ten (10) 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 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)days after termination of the Term as allowed or required by the provisions of this Lease by giving ten(10)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) day period shall vest in Landlord. Tenant 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)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 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 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)days prior to the end of any such monthly period or by Tenant by a notice given to Landlord at least thirty(30)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. 38. Agency Disclosure;Broker. (a) Agency Disclosure. GVA Kidder Mathews hereby discloses that it represents the Landlord 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 paid by Tenant. 39. 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. 40. • :• •.•. P: : :t . •• _ _ , .. _ _.. _ Intentionally deleted—by--the PartiocDeleted. 15 41. Definitions. As used in this Lease, the following words and phrases, whether or not capitalized, 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. (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. (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 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,that 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 as to 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, in the condition received, , ordinary wear and tear, damage caused by Landlord , damaged caused Joy fire or other casualty and the effects of 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,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) "Law"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. 16 • (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. (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 Property;(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) 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 twelve percent (12%) 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 twelve percent(12%) 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;(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; (ix) real estate broker's or other leasing commissions, (x)the costs of repairs due to casualty or condemnation,or (xi)any costs that are expressly excluded from Operating Costs elsewhere in this Lease. (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. 17 • (bb) "Property"means the Premises,Building and Land. (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. (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. 18 (mm)"Tenants trade fixtures"means any property attached to the Premises by Tenant. (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. 42. 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 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. (j) 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 United Way of King County, a Washington Washington municipal corporation non-profit corpporation By: By: Title: Title: C fh F oPt oFF r c z,e_._ 19 Date executed: Date executed: 1-3/-07 By: By: Title: Title: Date executed: Date executed: This Lease has been prepared for submission to you and your attorney. GVA Kidder Mathews is not authorized to give legal or tax advice. Neither Landlord nor GVA 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] 20 • STATE OF o-s�`.n )ss. COUNTY OF \<'. ) Omar 31 20o L, before me,(_ � �� � E\.� for the State of , a Notary Public in and osti..,c <„personally appeared l�,k t personally known to me (or proved to->Sne on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted,executed the instrument. Witness my hand and official seal. Notary Public in and for said State STATE OF \C:--'s • )ss. COUNTY OF ) I certify that I know or have satisfactory evidence that is the person who appeared before me on �k 20 c Z ,and said person acknowledged tha he he signed this instrument,on oath stated th he he was authorized to execute the instrument,and acknowledged it as the CrSS,...vc of (entity) a , to be the free and voluntary ct of such'party for the s and purposes mentioned in the instrument. Witness my hand and official seal this 3\S day of `� �� 20 oZ. Notary Public (Print Name) , z ,...,Notary Residing at My Commission Expires: STATE OF ) )ss. COUNTY OF ) I certify that I know or have satisfactory evidence that is the person who appeared before me on 20 ,and said person acknowledged that he/she signed this instrument,on oath stated that he/she was authorized to execute the instrument,and acknowledged it as the (title) of (entity) a , to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Witness my hand and official seal this day of 20 Notary Public (Print Name) Residing at My Commission Expires: STATE OF ) )ss. COUNTY OF ) I certify that I know or have satisfactory evidence that is the person who appeared before me on 20 and said person acknowledged that he/she signed this instrument,on oath stated that he/she was authorized to execute the instrument,and acknowledged it as the (title) of (entity) a , to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Witness my hand and official seal this day of_ 20 Notary Public (Print Name) Residing at My Commission Expires: 1 EXHIBIT A LEGAL DESCRIPTION 200 Mill Avenue Building THAT PORTION OF HENRY H. TOBIN DONATION LAND CLAIM LYING NORTH OF CANADIAN&PACIFIC RAILROAD RIGHT OF WAY AND EAST OF PLAT OF TOWN OF REON; LESS A PORTION BEGINNING AT THE SOWTHWEST CORNER; THENCE EASTERLY ALONG SOUTH LINE TO THE INTERSECTION WITH COMMERCIAL WATERWAY #2 RIGHT OF WAY; THENCE NORTHWESTERLY ALONG SAID RIGHT OF WAY 53.88 FEET; THENCE SOUTH 42°-04'-00" WEST 34.10 FEET; THENCE ON A CURVE TO THE RIGHT WITH A RADIUS OF 470 FT. — 109.58 FEET ON AN ARC; THENCE SOUTH 63°-04'-00" WEST 191.62 FEET; THENCE SOUTH-39.53 FEET TO POINT OF BEGINNING. Situated in King County,Washington King County Tax Assessor's Account Number:0000720-0050-08 Initials: LEGAL DESCRIPTION EXHIBIT A EXHIBIT B FLOOR PLAN yy ��>,.:�.....,u*;.,.,: .�' yr f .„-iN-:Fi ' :.' am~^.E� Y�1. � ,y1i> : . ;?r: ,,,,,4:m t!�.:1 �IG!rCfY{i+4<�( ��.�:' yep...!,.;...:�.:. I '�.1. '1fDtr ,ib•!./.iY, :'u^iif Mi :f!L7' �.E�,.:..,.�. .,, , . 1. �...;:.,.. . Ste,a R J,f�: s.. �Y �r:,'r��,`,.f'��� ,_E .,+r t : / r {� 3 t: a i.. i,, . .:,;. ..r....i....1, , 1hiQL; .rkt4: i : .-i ..} ;.,t1.I :...:1.1.;�-:��-``j�i.��.i`��:;�s.71-. ": .1��'..,:.`,:.:� :.�a..E f::y,y::,.L.. li li /// SNmn.eP frtAi t1►0 Initials: iL Suite 500 Approximately 843 rentable square feet. Interior improvements may not be exactly as shown. FLOOR PLAN , EXHIBIT B EXHIBIT C WORK LETTER THIS WORK LETTER is made as of January 31,2007 between The City of Renton,Washington, a Washington municipal corporation("Landlord"), and United Way of King County, a Washington non- profit corporation('Tenant"). RECITALS: Landlord and Tenant have entered into a Lease dated of even date herewith (the "Lease") covering certain premises (Suite 500) 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. Under the Lease, Tenant has agreed to accept 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 Work Letter. Tenant desires to perform certain alterations, repairs and improvements to the Premises(the"Work"). Such Work shall be in accordance with the provisions of this Work Letter,and to the extent not expressly inconsistent herewith, in accordance with the provisions of the Lease. Performance of the Work shall not serve to abate or extend the time for the commencement of Rent under the Lease, except to the extent Landlord delays approvals beyond any times permitted for such approvals under this Work Letter. Capitalized terms used in this Work Letter that are defined in the Lease shall have the same meanings given to them in the Lease. 2. Cost of the Work. Except as provided hereinafter, Tenant shall pay all costs (the"Cost of the Work")associated with the Work whatsoever, including without limitation,all 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. Of the Cost of the Work, Landlord shall reimburse Tenant an amount up to, but not exceeding, $18.50 per square foot, totaling $15,595.50 Dollars, (the "Improvement Allowance"). The Improvement Allowance shall be funded by Landlord upon completion of the Work in accordance with plans and specifications approved by Landlord in writing in accordance with the provisions hereof, and Tenant has submitted all invoices, lien waivers, affidavits of payment, and such other evidence as Landlord may reasonably require that the cost of the Work has been paid for and that no mechanic's, materialmen's or other such liens have been or may be filed against the property or the Premises arising out of the design or performance of the Work.In no event shall Landlord be required to pay any portion of the Cost of the Work in excess of the Improvement Allowance. 3. Space Plan and Working Drawings. Tenant shall submit a "Space Plan" or "Working Drawings" outlining the proposed Work in detail, to Landlord for review and approval prior to commencement of the Work. Landlord shall, within one(1)working days after receipt thereof, either approve the Space Plan or Working Drawings,as the case may be,or disapprove the same,advising Tenant of the reasons for such disapproval. If Landlord disapproves the Space Plan or Working Drawings,then Tenant shall modify the same, taking into account the reasons given by Landlord for said disapproval,and shall submit a revised Space Plan or Working Drawings, as the case may be, to Landlord within one (1) working days after receipt of Landlord's initial disapproval.The parties shall continue such process in the same time frames until Landlord grants approval of the Space Plan or Working Drawings. 4. 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. 5. 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. 6. Performance. (a) 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. WORK LETTER EXHIBIT C Page 1 (c) £L£T£.b . o�-1-o (d) 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 which, Landlord may itself execute and file the same on behalf of Tenant as Tenant's agent for such purpose. (e) Copies of"as built"drawings shall be provided to Landlord no later than thirty(30)days after completion of the Work. (f) 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. (g) 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. (h) 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. (i) 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. 7. 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. 8. 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. 9. 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 WORK LETTER EXHIBIT C Page 2 lie!.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. 10. 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, demands, lo:'ses, 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. 11. 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. 12. 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 United Way of King County, a Washington Washington municipal corporation non-profit corporation By: By -11:1--L4— Print w Print Name 1L1 L k E Title C/4-iEF OPE R-,4-t7A..) G o P,GE By Print Name Title WORK LETTER EXHIBIT C Page 3 , 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 any way 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), if 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 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 admit any person (Tenant or otherwise) to any office of the Building without specific instructions from Landlord. 28. Tenant and Tenants 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 Tenants delivery personnel shall utilize loading zones and delivery entrances for all deliveries.Any damage to the Building or Premises resulting from Tenants 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 CITY OF RENTON COUNCIL AGENDA BILL / jr'� 1 l Submitting Data: For Agenda of: Dept/Div/Board.. EDNSP Department/Strategic March 5, 2007 Planning Staff Contact Don Erickson (x-6581) Agenda Status Consent X Subject: Public Hearing.. Merritt II Annexation—Council consideration of Correspondence.. ordinance amending phasing schedule in the amended Ordinance X effectuation ordinance adopted April 24, 2006. Resolution Old Business Exhibits: New Business Issue Paper Study Sessions Ordinance Information Recommended Action: Approvals: Council concur Legal Dept X Finance Dept Other I Fiscal Impact: Expenditure Required... Transfer/Amendment Amount Budgeted Revenue Generated Total Project Budget N/A City Share Total Project SUMMARY OF ACTION: After completing all necessary prerequisites, Council adopted Ordinance 5142 on May 23, 2005. This ordinance adopted Phase I of the Merritt II Annexation upon its effective date and specified that Phase II would be automatically implemented twelve months later. This was to allow time for the City to design and award a contract to construct roadway improvements along Duvall Avenue NE, between Sunset Blvd. and SE 95th Way in the western half of the annexation area, thereby not jeopardizing an estimated$2.2 million in King County funding for construction of the project. In order to provide additional time for the City to complete the design and acquire right- of-way for the project, Council extended the original implementation date in Ordinance 5142, for Phase II of the Merritt II Annexation, to March 31, 2007. Because of potential additional delays in awarding the contract for this work the Administration is recommending that the date of implementation for Phase II be extended from March 31, 2007 to December 31, 2007. STAFF RECOMMENDATION: Adopt an ordinance extending the implementation date for Phase II of the Merritt II Annexation from March 31, 2007 to December 31, 2007. iiiiiiie C:\DOCUME-1\BWalton\LOCALS-1\Temp\Agenda Bill forOrd Amend#2.doc CITY OF RENTON �•e't ECONOMIC DEVELOPMENT, NEIGHBORHOODS, efr AND STRATEGIC PLANNING DEPARTMENT lime MEMORANDUM DATE: February 12, 2007 TO: Tony Nelson, Council President Councilmembers VIA: Kathy Keolker, Mayor FROM: Alex Pietsch, Administrator Lx a STAFF CONTACT: Don Erickson (X-6581) SUBJECT: Merritt II Annexation - Phase II Implementation ISSUE: Nos., Whether Ordinance 5142 should be amended to change the effectuation date for Phase II of this annexation from approximately March 31, 2007 to December 31, 2007. RECOMMENDATION: That Council adopts the attached ordinance changing the effectuation date for Phase II of the Merritt Annexation from March 31, 2007, to December 31, 2007. BACKGROUND SUMMARY: On May 23, 2005, Council approved the 133-acre Merritt II Annexation, adopting both an effectuation ordinance and zoning ordinances for it. The effectuation ordinance referred to two phases for implementing it. Phase I, approximately 74.87 acres and located in the eastern portion of the annexation site, became effective five days after publication of Ordinance 5142, or June 1, 2005. Phase II, approximately 47.93 acres and located in the western portion of the annexation site, included portions of 138th Avenue SE (referred to as Duvall Avenue in Renton), and was to become effective twelve (12) months after the adoption of the ordinance or June 1, 2006. King County has agreed to contribute $2.2 million funding to road improvements on 138th Avenue SE (Duvall Avenue). However, by statute, King County can only make this funding fir► available if the road remains in unincorporated King County until the construction bid is awarded. Because of unanticipated delays in condemnation proceedings for these roadway February 26, 2007 Page 2 improvements, Council adopted Ordinance 5207 in April 2006, extending the effectuation *4100 date for Phase II from June 1, 2006 to March 31, 2007. It was believed then that this ten (10) month extension would allow sufficient time for the City of Renton to complete the design, acquire needed right-of-way, and award a contract for construction of roadway improvements along 138th Avenue SE (Duvall Ave.). The City is now unlikely to award the construction contract for this project until after March 31 of this year, necessitating an additional extension of the effectuation date for Phase II of the Merritt II Annexation. In consideration of these factors, the Administration is recommending that the effective date of Phase II of the Merritt II Annexation be extended from March 31, 2007 to December 31, 2007. CONCLUSION: Because of the time required for the City to complete the design, acquire the right-of-way, and award a construction contract for the Duvall Avenue Improvement project, and the need for this to happen prior to the effective date of annexation of Phase II, Ordinance No. 5207 now needs to be amended. Such an amendment would extend the previously specified effectuation date of March 31, 2007, to December 31, 2007. The Administration is therefore recommending that Ordinance 5207, adopted by Council on .0rr+0 April 24, 2006, be amended so that Phase II of the Merritt II Annexation would become part of Renton on December 31, 2007. Attachments CC: Jay Covington Larry Warren Bonnie Walton Alex Pietsch Don Erickson H:\EDNSP\PAA\Annexations\Merritt#2\Issue Paper for Ord Amend2.doc *awe CITY OF RENTON, WASHINGTON ORDINANCE NO. AN ORDINANCE OF THE CITY OF RENTON, WASHINGTON AMENDING ORDINANCE NO. 5207 BY CHANGING THE EFFECTIVE DATE OF PHASE II OF THE MERRITT II ANNEXATION TO THE CITY OF RENTON (MERRITT H ANNEXATION; FILE NO. A-03-003) WHEREAS, Ordinance 5142 set the effective date of the Merritt H annexation to the City of Renton, Phase II of the annexation as twelve (12) months after the adoption of that ordinance; and WHEREAS, Ordinance 5142 became effective on June 1, 2005, five days after its publication; and WHEREAS, Ordinance 5142 was amended on April 24, 2006, by Ordinance No. 5207, to make the effective date for implementation of Phase II of the Merritt H Annexation March 31, 2007; and WHEREAS, it is necessary to further extend the effective date of Phase II of the Merritt II annexation; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RENTON, WASHINGTON, DOES ORDAIN AS FOLLOWS: SECTION I. Properties within Phase II (see Exhibit A) shall constitute a part of the City of Renton on December 31, 2007, or 30 days after the awarding of the construction contract for the Duvall Avenue Improvement project, whichever comes first, and shall be subject 1 w ORDINANCE NO. to all its laws and ordinances then and thereafter in force and effect; the property being described *4100 as follows: See Exhibit A attached hereto and made a part hereof as if fully set forth herein. [Said property, approximately 47.93 acres, is primarily located in the West Y2 of Section 3, Township 23 North, Range 5 East, of the 133-acre expanded annexation area. The northern portion of this phase is located in the West V2 of Section 34, Township 24 North, Range 5 East.] SECTION II. This Ordinance shall be effective upon its passage, approval, and five days after its publication A certified copy of this Ordinance shall be filed with the King County Council, State of Washington, and as otherwise provided by law. PASSED BY THE CITY COUNCIL this day of , 2007. Bonnie Walton, City Clerk APPROVED BY THE MAYOR this day of , 2007. Kathy Keolker, Mayor Approved as to form: Lawrence J. Warren, City Attorney Date of Publication: ORD.1336:2/27/07:ma 2 litew MERRITT II ANNEXATION—PHASE II LEGAL DESCRIPTION That portion of Government Lot 3, Section 3, Township 23 North, Range 5 East, W.M., in King County, Washington,lying northeasterly and easterly of the existing City Limits of Renton, as annexed by Ordinance No. 4055,and southerly and easterly of the existing City Limits of Newcastle, as incorporated by Resolution No. 45 in September 1994; TOGETHER WITH that portion of the southeast quarter of the northwest quarter of Section 3, Township 23 North,Range 5 East, W.M.,in King County, Washington, lying westerly of the west boundary line of Newcastle Terrace, as recorded in Volume 87 of Plats, Page 30,Records of King County, Washington, northerly of the existing City Limits of Renton as annexed by Ordinance No. 3972,and easterly of the existing City Limits of Renton as annexed by Ordinance No.4055; and TOGETHER WITH that portion of the southeast quarter of the southwest quarter of Section 34,Township 24 North,Range 5 East,W.B.,in King County,Washington,lying southerly of the northerly right-of-way margin of SE May Valley Road,said northerly right-of-way margin also being the existing City Limits of Newcastle, as incorporated by low Resolution No. 45 in September 1994,and easterly of the easterly right-of-way margin of Coal Creek Parkway SE,said easterly right-of-way margin also being the existing City Limits of Newcastle, as incorporated by Resolution No.45 in September 1994. -37 -- - 1 - 2-- -I - 1 / I 14 ' '410 i - 1 , , - - _ Li_l 1 CT) I Li T — CC / SE 95th Way ,_ It, ..„ .. + ., i ,,': r.• -•-• ,- 1 'I L m ' ; . • •"' -•:!::**,. — 'I ----.4- ',-,y itd I ‘..„; ky4. ; .....,....., ; 1 T-----,-, ----- -7 , 1 I I ' - ---1----H - I - - 111.11111Me- ) r ) 1 __i I / -J 1 - ! / / _ / / / - 1 I I I-1, f\C-7A1j- -,=" .' 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'-'7 l .'" 1 b'assedrva'ri.'t'lf:ualef t ii=ndoltinvcalbre"rg3T tre'dtrtl sh own 1111111111MMEI .....;ming, - jai Th3 mop is for dtsploy purposes only Merritt II Annexation 1 711 2311 olimagai...... 202=E028.agoism Phase II 2!;!8311 Fclpopn jd!Ef virpqn f ou!Ofjhi CO ppet!' FLEW hjd!Cttoojoh - Corporate Limits +-AR + Brfly!Clf tici-!Ben jojtuttps — Annexation Area 24!eqos117 ,fe CITY OF RENTON COUNCIL AGENDA BILL Al#: !l ' Submitting Data: For Agenda of: March 5, 2007 Dept/Div/Board.. Fire Department Staff Contact Deputy Chief Chuck Duffy Agenda Status Ext. 7061 Consent X Subject: Public Hearing.. Resolution supporting the countywide 2008-2013 King Correspondence.. County Medic One/Emergency Medical Services Ordinance (EMS) Levy Resolution X Old Business Exhibits: New Business Study Sessions Issue Paper Information Resolution Recommended Action: Approvals: Council Concur to set public hearing on 3/19/2007 Legal Dept X Finance Dept Other Fiscal Impact: None Expenditure Required... None Transfer/Amendment None Amount Budgeted None Revenue Generated Total Project Budget None City Share Total Project.. SUMMARY OF ACTION: King County is proposing to renew the existing 6-year Medic One/Emergency Medical Services Levy in the November 2007, General Election. The proposed levy will raise the rate from $.25 to $.30 per$1,000 of Assessed Valuation. The additional funds will maintain the existing level of paramedic service and provide a 58% increase in the funding for the basic life support provided by the Renton Fire Department(from $514,500 to $812,000). STAFF RECOMMENDATION: Set public hearing on 3/19/2007 to consider a resolution supporting the 2008-2013 King County Medic One/Emergency Medical Services (EMS) Levy vote. Rentonnet/agnbitl/ bh �ti`SY O� FIRE DEPARTMENT Nave ` - MEMOR ANDUM DATE: February 15, 2007 TO: Toni Nelson, Council President Members of the Renton City Council VIA: Kathy Keolker, Mayor FROM: I. David Daniels, Fire Chief STAFF CONTACT: Chuck Duffy, Deputy Chief of Operations SUBJECT: Medic One/Emergency Medical Services Levy ISSUE: Should the City of Renton support the proposed King County Medic One/Emergency Medical Services Levy that provides critical basic and advanced emergency medical care throughout King County? Without the levy funding, the City would have to develop new revenue sources to provide the same services. fir+ BACKGROUND: The existing six-year Medic One/Emergency Medical Services Levy expires at the end of 2007. A replacement levy has been proposed by King County that will be presented to the voters in the November 2007 General Election. This levy will run from 2008 to 2013 and increase the rate from $.25 to $.30 per $1,000 of assessed valuation. All cities in King County with populations greater than 50,000 must approve the replacement levy before it can be placed on the ballot. The additional $.05 will be used to increase funding for the delivery of basic life support services, meet the anticipated growth in demand, and improve budget stability. Specifically, the levy will provide a 58% boost in financial support to the City of Renton Fire Department for basic life support delivery. It will also add three new paramedic units, create a contingency reserve fund, and ensure that the operating budget is sufficiently funded to meet the projected inflation increase. This issue was briefed at the Committee of the Whole on February 5, 2007. RECOMMENDATION: Staff recommends that the proposed resolution supporting the proposed King County Medic One/Emergency Medical Services Levy be adopted. c:\documents and settings\jhayward\local settings\temp\medic one resolution-issue paper.doc CITY OF RENTON, WASHINGTON RESOLUTION NO. A RESOLUTION OF THE CITY OF RENTON, WASHINGTON, SUPPORTING THE COUNTY-WIDE 2008-2013 MEDIC ONE/EMERGENCY MEDICAL SERVICES (EMS) LEVY (MEDIC ONE LEVY). WHEREAS, the existing Medic One/EMS Levy will expire at the end of the year 2007; and WHEREAS, King County is seeking voter authorization of a six-year Medic One/EMS levy of up to $.30 per thousand dollars of assessed valuation for the period of 2008 through 2013; and WHEREAS, the Medic One/EMS Levy supports the valuable and renowned regional Medic One/EMS program; and WHEREAS, a region-wide effort to thoroughly review the future needs of the emergency medical services system began in October of 2005 and involved the full range of Medic One/EMS Stakeholders; and WHEREAS, such analysis included the impacts that a specific levy type, length and rate might have on the regional system and taxpayers; and WHEREAS, Renton significantly participated in these discussions throughout the process and was represented as a Stakeholder on both the Technical Stakeholder and the Elected Official Committees; and WHEREAS, in October of 2006, Stakeholders developed consensus around the future funding and operational plans for a 2008-2013 Medic One/EMS levy and unanimously endorsed a six-year, $.30 per thousand dollars of assessed value levy proposal; *4100 1 RESOLUTION NO. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RENTON, *of WASHINGTON, DOES RESOLVE AS FOLLOWS: SECTION I. The above findings are true and correct in all respects. SECTION H. The City Council supports the proposed six-year $.30 per thousand dollars of assessed value County-wide Medic One/EMS Levy for the Years 2008-2013 (for Medic One), and urges the voters to vote for the Levy. PASSED BY THE CITY COUNCIL this day of , 2007. Bonnie I. Walton, City Clerk APPROVED BY THE MAYOR this day of , 2007. Now Kathy Keolker, Mayor Approved as to form: Lawrence J. Warren, City Attorney RES:1260A:2/21/07:ma 441r CITY OF RENTON COUNCIL AGENDA BILL Al#: 6:' ffi Submitting Data: For Agenda of: March 5, 2007 Dept/Div/Board.. Human Resources &Risk Mgmt Staff Contact Michael Webby Agenda Status Consent X. Subject: Public Hearing.. Rescind Resolution Number 2265 dated April 9, 1979 Correspondence.. regarding employee compensatory time Ordinance Resolution Old Business Exhibits: New Business Resolution No. 2265 Study Sessions Resolution to rescind Information Recommended Action: Approvals: Council Concur Legal Dept X Finance Dept Other Fiscal Impact: N/A. Expenditure Required... -0- Transfer/Amendment Amount Budgeted -0- Revenue Generated NWT Total Project Budget City Share Total Project SUMMARY OF ACTION: The City of Renton, in lieu of cash payment for overtime established resolution 2265 to provide City employees with a policy regarding the accumulation and allowance of compensatory time, and the time lines to use the compensatory time. Since the establishment of resolution 2265 the Human Resources department revised Policy&Procedure 300-29 Compensatory Time effective 12/1/1992. This policy references Resolution No. 2265, however, the policy allows employees to bank their compensatory time up to 240 hours and practice has been to allow employees to bank these hours for more than 30 days Therefore, since Policy&Procedure 300-29 has replaced Resolution No. 2265, it is appropriate it be repealed. The Administration recommends that Resolution No. 2265 be repealed retroactive to January 1, 2007. STAFF RECOMMENDATION: Recind Resolution No. 2265 regarding compensatory time effective January 1, 2007, and adopt the resolution. 11111/11 Rentonnet/agnbill/ bh CITY OF RENTON, WASHINGTON RESOLUTION NO. 2265 WHEREAS it is necessary that the City establish a clear policy regarding accumulation and allowance of compensatory time by City employees in lieu of overtime, NOW THEREFORE THE CITY COUNCIL OF THE CITY OF RENTON, WASHINGTON DO RESOLVE AS FOLLOWS: SECTION I: The above recitals are found to be true and correct. SECTION II: Allowance of compensatory time off (hereinafter referred to as "comp time") , due City employees in lieu of overtime, shall be authorized only by the Head of the appropriate Department if there are no funds available to fund overtime and only if there is an urgent or emergency re- quirement for the service of an employee entitled to comp time. SECTION III: Commencing immediately, all comp time so authorized and earned by a City employee must be taken within thirty (30) days of the time earned, with no accumulation of comp time beyond that 30 day period. PASSED BY THE CITY COUNCIL this 9th day of April, 1979. e ores A. Mead, City Clerk APPROVED BY THE MAYOR this 9th day of April, 1979 a - - arle . e aurenti, Mayor Approved as to form: C44 Lawrence J. Warren, City Attorney `�rr merilimmemmomyr CITY OF RENTON, WASHINGTON RESOLUTION NO. A RESOLUTION OF THE CITY OF RENTON, WASHINGTON, RESCINDING RESOLUTION 2265 RELATED TO ACCUMULATION AND ALLOWANCE OF COMPENSATORY TIME. WHEREAS, in 1979 the City of Renton adopted Resolution No. 2265, which related to the Accumulation and Allowance of Compensatory Time; and WHEREAS,the Human Resources department drafted Policy and Procedure No. 300- 29 to address Compensatory Time; and WHEREAS, in 1992 the Human Resources department revised Policy and Procedure No. 300-29, which relates to Compensatory Time; and WHEREAS,the current version of Policy and Procedure No. 300-29 reflects changes to the way in which Compensatory time is earned and accrued due to collective bargaining; and WHEREAS,the terms of the current version of Policy and Procedure No. 300-29 are different from Resolution 2265 and are consistent with the city's practice; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RENTON, WASHINGTON, DOES RESOLVE AS FOLLOWS: SECTION I. The above recitals are found to be true and correct. SECTION II. Resolution 2265 is hereby rescinded. PASSED BY THE CITY COUNCIL this day of , 2007. Bonnie I. Walton, City Clerk 1 RESOLUTION NO. APPROVED BY THE MAYOR this day of , 2007. New Kathy Keolker, Mayor Approved as to form: Lawrence J. Warren, City Attorney RES.124 5:2/20/0 7:tmj 2 , r CITY OF RENTON COUNCIL AGENDA BILL AI#: rA , Submitting Data: Planning/Building/Public Works For Agenda of: March 5, 2007 loiliol Dept/Div/Board.. Transportation Systems Staff Contact Dan Hasty, x7246 Agenda Status Consent X Subject: Public Hearing.. City of Renton Trails and Bikeways Study and Map Correspondence.. Ordinance Resolution Old Business Exhibits: New Business X Issue Paper Study Sessions MacLeod Reckord Consultant Agreement Information Recommended Action: Approvals: Legal Dept Refer to Transportation/Aviation Committee Finance Dept X Other Fiscal Impact: 317.012173 and 316.000000 Expenditure Required... $158,131.20 Transfer/Amendment tal Amount Budgeted 176,159.00 STEP $100,000.00 Community Services... . 41,659.00 Grant Total Project Budget... . $161,659.00 City Share Total Project.. $ 58,131.20 SUMMARY OF ACTION: The City received a FFY 2004-2006 Statewide Transportation Enhancements Program grant in the amount of$100,000 and the City's Transportation Systems Division has budgeted$34,500 and the Parks Division has budgeted$41,659 in matching dollars to fund this project. The goals are to identify and enhance facilities that support and encourage recreational bicycling,walking and skating, and to promote and encourage bicycle,pedestrian or multi-modal commuting. STAFF RECOMMENDATION: Authorize the Mayor and City Clerk to execute the contract with MacLeod Reckord in the amount of $158,131.20 for a Trails and Bikeways Study and map. H:\File Sys\TRP-Transportation Planning&Programming\Non-motorized\Bike Route Study&Map\AgnbillBikeMap.doc �tifcY PLANNING/BUILDING/Nia , �' PUBLIC WORKS DEPARTMENT NT MEMORANDUM DATE: March 5, 2007 TO: Toni Nelson, Council President Members of the Renton City Council VIA: . Kathy Keolker, Mayor, FROM: Gregg Zimmerman Administrator Terry Higashiya Community Services Administrator STAFF CONTACT: John D. (Dan) Hasty, Transportation Planning, x7246 SUBJECT: City of Renton Trails and Bikeways Study and Map Issue: Should the Council approve a contract with MacLeod Reckord in the amount of$158,131.20 to provide a Trails and Bikeways Study and map? w Recommendation: Authorize the Mayor and City Clerk to execute the contract with MacLeod Record in the amount of$158,131.20 for a Trails and Bikeways Study and map. Background: Historically, the City of Renton Parks Division and Transportation Systems Division each developed separate trails planning documents. The most recent Parks Division trails planning document was adopted by Council in 1993; the most recent Transportation Systems Division trails plan, the Non-Motorized Element of the City's Comprehensive Plan Update, was adopted in 2004. Since adoption of these documents the City has grown and changed through new development and annexation. The City is the hub of three major trails (Cedar River Trail, Lake Washington Loop Trail, and the Interurban Trail), however access to each of these trails and between these trails needs improvement. In addition, the important smaller connections between neighborhoods, schools, park facilities, and commercial and employment areas need identification and development. In an effort to prepare a consolidated trails network the Transportation Systems Division and the Parks Division are partnering on preparing a joint plan. The Transportation Systems Division Nora, received a$100,000 FFY 2004-2006 Statewide Transportation Enhancements Program grant Toni Nelson,Council President Members of the Renton City Council Page 2 of 2 March 5,2007 and also budgeted $34,500 in matching dollars to fund this project. The Parks Division has $41,659 budgeted for plan development. The goals are to identify and enhance those facilities that support and encourage recreational bicycling, walking, skating,hiking, roller blading, and other forms of non-motorized recreational use and to promote and encourage bicycle, pedestrian, or multi-modal commutes. This study will identify and map a preferred non-motorized network that connects Renton's parks, regional and local trail facilities, schools, libraries, employment areas, and transit hubs enhancing economic vitality, recreational opportunity, and commuter transportation. Final products will include: A. Map B. Planning Document C. Trail Standards D. Signage Standards E. Safety Regulations cc: Jay Covington,CAO Peter Hahn,Deputy PBPW Administrator—Transportation Leslie Betlach,Parks Director Jim Seitz,Transportation Planning&Programming Supervisor Dan Hasty,Transportation Planning h:\file sys\trp-transportation planning&programming\non-motorized\bike route study&map\revised trails and bikeways plan issue paper.doc Consultant/Address/Telephone Local Agency Standard Consultant MacLeod Reckord 231 Summit Avenue East Agreement Seattle, WA 98102 (206) 323-7919 (l Architectural/Engineering Agreement 0 Personal Services Agreement Agreement Number Project Title And Work Description Federal Aid Number Renton Trails & Bikeways Plan & Map Agreement Type(Choose one) ®Lump Sum Lump Sum Amount $ 158,131.20 ❑Cost Plus Fixed Fee DBE Participation Overhead Progress Payment Rate % ❑Yes [ No Overhead Cost Method Federal ID Number or Social Security Number p Actual Cost 91-1166187 Do you require a 1099 for IRS? Completion Date ❑Actual Cost Not To Exceed % al Yes 0 No ❑Fixed Rate Fixed Fee $ Total Amount Authorized$ 158,131.20 ❑Specific Rates Of Pay Now 0 Negotiated Hourly Rate Management Reserve Fund$ Q Provisional Hourly Rate Maximum Amount Payable$ ❑Cost Per Unit of Work Index of Exhibits Exhibit"A"-Scope of Work Exhibit"B"-DBE Participation Exhibit"C"-Electronic Exchange of Engineering and Other Data Exhibit"D"-Payment(by Agreement Type) Exhibit"E"-Consultant Fee Determination Exhibit"F''-Breakdown of Overhead Cost Exhibit"G"-Subcontract Work/Fee Determination Exhibit"H"—Title VI Assurances Exhibit"I"—Payment Upon Termination of Agreement Exhibit"J"—Alleged Consultant Design Error Procedures Exhibit"K"—Consultant Claim Procedures Exhibit"L"—Liability Insurance Increase Exhibit"M"—Certification Documents THIS AGREEMENT,made and entered into this day of between the Local Agency of ,Washington,hereinafter called the"AGENCY", and the above organization hereinafter called the"CONSULTANT". DOT Form 140.089 EF Page 1 of 8 Revised 6/05 WITNESSETH THAT: WHEREAS,the AGENCY desires to accomplish the above referenced project,and WHEREAS,the AGENCY does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary services for the PROJECT;and WHEREAS,the CONSULTANT represents that he/she is in compliance with the Washington State Statutes relating to professional registration,if applicable,and has signified a willingness to furnish Consulting services to the AGENCY, NOW THEREFORE,in consideration of the terms,conditions,covenants and performance contained herein,or attached and incorporated and made a part hereof,the parties hereto agree as follows: I General Description of Work The work under this AGREEMENT shall consist of the above described work and services as herein defined and necessary to accomplish the completed work for this PROJECT.The CONSULTANT shall furnish all services,labor,and related equipment necessary to conduct and complete the work as designated elsewhere in this AGREEMENT. II Scope of Work The Scope of Work and projected level of effort required for this PROJECT is detailed in Exhibit"A"attached hereto and by this reference made a part of this AGREEMENT. III General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies,groups,or individuals shall receive advance approval by the AGENCY.Necessary contacts and meetings with agencies,groups,and/or individuals shall be coordinated through the AGENCY.The CONSULTANT shall attend coordination,progress and presentation meetings with the AGENCY and/or such Federal,State,Community,City or County officials,groups or individuals as may be requested by the AGENCY.The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation.The minimum required hours or days notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit"A." The CONSULTANT shall prepare a monthly progress report,in a form approved by the AGENCY,which will outline in written and graphical form the various phases and the order of performance of the work in sufficient detail so that the progress NIS of the work can easily be evaluated. The CONSULTANT,and each SUBCONSULTANT,shall not discriminate on the basis of race,color,national origin,or sex in the performance of this contract The CONSULTANT,and each SUBCONSULTANT,shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of USDOT-assisted contracts.Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT that may result in the termination of this AGREEMENT. Participation for Disadvantaged Business Enterprises(DBE),if required,per 49 CFR Part 26,or participation of Minority Business Enterprises(MBE),and Women Business Enterprises(WBE),shall be shown on the heading of this AGREEMENT. If D/M/WBE firms are utilized,the amounts authorized to each firm and their certification number will be shown on Exhibit "B"attached hereto and by this reference made a part of this AGREEMENT.If the Prime CONSULTANT is a DBE firm they must comply with the Commercial Useful Function(CUF)regulation outlined in the AGENCY'S"DBE Program Participation Plan".The mandatory DBE participation goals of the AGREEMENT are those established by the WSDOT'S Highway and Local Programs Project Development Engineer in consultation with the AGENCY. All Reports,PS&E materials,and other data furnished to the CONSULTANT by the AGENCY shall be returned.All electronic files,prepared by the CONSULTANT,must meet the requirements as outlined in Exhibit"C." All designs,drawings,specifications,documents,and other work products,including all electronic files,prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for this PROJECT,and are the property of the AGENCY.Reuse by the AGENCY or by others,acting through or on behalf of the AGENCY of any such instruments of service,not occurring as a part of this PROJECT,shall be without liability or legal exposure to the CONSULTANT. Page 2 of 8 `rl1111 IV Time for Beginning and Completion The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. limey All work under this AGREEMENT shall be completed by the date shown in the heading of this AGREEMENT under completion date. The established completion time shall not be extended because of any delays attributable to the CONSULTANT,but may be extended by the AGENCY in the event of a delay attributable to the AGENCY,or because of unavoidable delays caused by an act of GOD or governmental actions or other conditions beyond the control of the CONSULTANT.A prior supplemental agreement issued by the AGENCY is required to extend the established completion time. V Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided in Exhibit"D"attached hereto,and by reference made part of this AGREEMENT.Such payment shall be full compensation for work performed or services rendered and for all labor,materials,supplies,equipment,and incidentals necessary to complete the work.The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31. A post audit may be performed on this AGREEMENT.The need for a post audit will be determined by the State Auditor, WSDOT External Audit Office and/or at the request of the AGENCY'S PROJECT Manager. VI Sub-Contracting The AGENCY permits sub-contracts for those items of work as shown in Exhibit"G"attached hereto and by this reference made part of this AGREEMENT. Compensation for this sub-consultant work shall be based on the cost factors shown on Exhibit"G." The work of the sub-consultant shall not exceed its maximum amount payable unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor,overhead,direct non-salary costs and fixed fee costs for the sub-consultant shall be substantiated in the same manner as outlined in Section V.All sub-contracts shall contain all applicable provisions of this AGREEMENT. With respect to sub-consultant payment,the CONSULTANT shall comply with all applicable sections of the Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT shall not sub-contract for the performance of any work under this AGREEMENT without prior written pennission of the AGENCY.No permission for sub-contracting shall create,between the AGENCY and sub-contractor,any contract or any other relationship.A DBE certified sub-consultant is required to perforin a minimum amount of their sub-contracted agreement that is established by the WSDOT Highways and Local Programs Project Development Engineer in consultation with the AGENCY. VII Employment The CONSULTANT warrants that they have not employed or retained any company or person,other than a bona fide employee working solely for the CONSULTANT,to solicit or secure this contract,and that it has not paid or agreed to pay any company or person,other than a bona fide employee working solely for the CONSULTANT,any fee,commission, percentage,brokerage fee,gift,or any other consideration,contingent upon or resulting from the award or making of this contract.For breach or violation of this warrant,the AGENCY shall have the right to annul this AGREEMENT without liability or,in its discretion,to deduct from the AGREEMENT price or consideration or otherwise recover the full amount of such fee,commission,percentage,brokerage fee,gift,or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT,shall be considered employees of the CONSULTANT only and not of the AGENCY,and any and all claims that may arise under any Workmen's Compensation Act on behalf of said employees or other persons while so engaged,and any and all claims made by a Page 3 of 8 third party as a consequence of any act or omission on the part of the CONSULTANTS employees or other persons while so engaged on any of the work or services provided to be rendered herein,shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage,on a full-or part-time basis,or other basis,during the period of the contract,any professional or technical personnel who are,or have been,at any time during the period of the contract,in the employ of the United States Department of Transportation,or the STATE,or the AGENCY,except regularly retired employees,without written consent of the public employer of such person. VIII Nondiscrimination During the performance of this contract,the CONSULTANT,for itself,its assignees,and successors in interest agrees to comply with the following laws and regulations: Title VI of the Civil Rights Act of 1964 (42 USC Chapter 21 Subchapter V Section 2000d through 2000d-4a) Federal-aid Highway Act of 1973 (23 USC Chapter 3 Section 324) Rehabilitation Act of 1973 (29 USC Chapter 16 Subchapter V Section 794) Age Discrimination Act of I975 (42 USC Chapter 76 Section 6101 et seq.) Civil Rights Restoration Act of 1987 (Public Law 100-259) American with Disabilities Act of 1990 (42 USC Chapter 126 Section 12101 et.seq.) 49 CFR Part 21 23 CFR Part 200 RCW 49.60.180 In relation to Title VI of the Civil Rights Act of 1964,the CONSULTANT is bound by the provisions of Exhibit"H" attached hereto and by this reference made part of this AGREEMENT,and shall include the attached Exhibit"H"in every sub-contract,including procurement of materials and leases of equipment,unless exempt by the Regulations or directives issued pursuant thereto. IX Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time upon ten(10)days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY other than for default on the part of the CONSULTANT,a final payment shall be made to the CONSULTANT as shown in Exhibit"I"for the type of AGREEMENT used. No payment shall be made for any work completed after ten(10)days following receipt by the CONSULTANT of the Notice to Terminate.If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth herein above,then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT,the above formula for payment shall not apply. Page 4 of 8 In such an event,the amount to be paid shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing the work to the date of termination,the amount of work originally required which was satisfactorily completed to date of termination,whether that work is in a form or a type which is usable to the *NW AGENCY at the time of tennination,the cost to the AGENCY of employing another firm to complete the work required and the time which may be required to do so,and other factors which affect the value to the AGENCY of the work performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount,which would have been made using the formula set forth above. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT'S failure to perform is without the CONSULTANT'S or it's employee's default or negligence,the termination shall be deemed to be a termination for the convenience of the AGENCY.In such an event,the CONSULTANT would be reimbursed for actual costs in accordance with the termination for other than default clauses listed previously. In the event of the death of any member,partner or officer of the CONSULTANT or any of its supervisory personnel assigned to the PROJECT,or dissolution of the partnership,termination of the corporation,or disaffiliation of the principally involved employee,the surviving members of the CONSULTANT hereby agree to complete the work under the terms of this AGREEMENT,if requested to do so by the AGENCY.This subsection shall not be a bar to renegotiation of the AGREEMENT between the surviving members of the CONSULTANT and the AGENCY,if the AGENCY so chooses. In the event of the death of any of the parties listed in the previous paragraph,should the surviving members of the CONSULTANT,with the AGENCY'S concurrence,desire to terminate this AGREEMENT,payment shall be made as set forth in the second paragraph of this section. Payment for any part of the work by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT,or for failure of the CONSULTANT to perform work required of it by the AGENCY.Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X Changes of Work The CONSULTANT shall make such changes and revisions in the complete work of this AGREEMENT as necessary to correct errors appearing therein,when required to do so by the AGENCY,without additional compensation thereof.Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed work or parts thereof changed or revised,the CONSULTANT shall make such revisions as directed by the AGENCY.This work shall be considered as Extra Work and will be paid for as herein provided under Section XIV. XI Disputes Any dispute concerning questions of fact in connection with the work not disposed of by AGREEMENT between the CONSULTANT and the AGENCY shall be referred for determination to the Director of Public Works or AGENCY Engineer,whose decision in the matter shall be final and binding on the parties of this AGREEMENT;provided,however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision,that decision shall be subject to de novo judicial review.If the parties to this AGREEMENT mutually agree,disputes concerning alleged design errors will be conducted under the procedures found in Exhibit"J",and disputes concerning claims will be conducted under the procedures found in Exhibit"K". XII Venue,Applicable Law,and Personal Jurisdiction In the event that either party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this AGREEMENT,the parties hereto agree that any such action shall be initiated in the Superior court of the State of Washington,situated in the county in which the AGENCY is located.The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties to such action shall have the right of appeal from such decisions of the Superior court in accordance with the laws of the State of Washington.The CONSULTANT hereby consents to the personal jurisdiction of the Superior court of the State of Washington,situated in the county in which the AGENCY is located. Page 5 of 8 rrrr..► XIII Legal Relations The CONSULTANT shall comply with all Federal,State,and local laws and ordinances applicable to the work to be done under this AGREEMENT.This contract shall be interpreted and construed in accordance with the laws of the State of Washington. � I The CONSULTANT shall indemnify and hold the AGENCY and the STATE and its officers and employees harmless from and shall process and defend at its own expense all claims,demands,or suits at law or equity arising in whole or in part from the CONSULTANTS negligence or breach of any of its obligations under this AGREEMENT;provided that nothing herein shall require a CONSULTANT to indemnify the AGENCY or the STATE against and hold harmless the AGENCY or the STATE from claims,demands or suits based solely upon the conduct of the AGENCY or the STATE,their agents, officers and employees;and provided further that if the claims or suits are caused by or result from the concurrent negligence of(a)the CONSULTANT'S agents or employees,and(b)the AGENCY or the STATE,their agents,officers and employees,this indemnity provision with respect to(1)claims or suits based upon such negligence(2)the costs to the AGENCY or the STATE of defending such claims and suits shall be valid and enforceable only to the extent of the CONSULTANT'S negligence or the negligence of the CONSULTANT'S agents or employees. The CONSULTANT'S relation to the AGENCY shall be at all times as an independent contractor. The CONSULTANT shall comply with all applicable sections of the applicable Ethics laws,including RCW 42.23,which is the Code of Ethics for regulating contract interest by municipal officers.The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT'S own employees against the AGENCY and,solely for the purpose of this indemnification and defense,the CONSULTANT specifically waives any immunity under the state industrial insurance law,Title 51 RCW. Unless otherwise specified in the AGREEMENT,the AGENCY shall be responsible for administration of construction contracts,if any,on the PROJECT.Subject to the processing of a new sole source,or an acceptable supplemental agreement,the CONSULTANT shall provide On-Call assistance to the AGENCY during contract administration.By providing such assistance,the CONSULTANT shall assume no responsibility for:proper construction techniques,job site safety,or any construction contractor's failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of the AGREEMENT,or as otherwise required,the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Insurance Coverage A.Worker's compensation and employer's liability insurance as required by the STATE. B.Commercial general liability and property damage insurance in an aggregate amount not Iess than two million dollars($2,000,000)for bodily injury,including death and property damage.The per occurrence amount shall not exceed one million dollars($1,000,000). C.Vehicle liability insurance for any automobile used in an amount not less than a one million dollar($1,000,000) combined single limit. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance secured by the CONSULTANT, the AGENCY will be named on all policies as an additional insured.The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by the AGREEMENT.The AGENCY reserves the right to require complete,certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington.The CONSULTANT shall submit a verification of insurance as outlined above within fourteen(14)days of the execution of this AGREEMENT to the AGENCY. No cancellation of the foregoing policies shall be effective without thirty(30)days prior notice to the AGENCY. The CONSULTANT'S professional liability to the AGENCY shall be limited to the amount payable under this AGREEMENT or one million($1,000,000)dollars,whichever is the greater,unless modified by Exhibit"L".In no case shall the CONSULTANT'S professional liability to third parties be limited in any way. Page 6of8 The AGENCY will pay no progress payments under Section V until the CONSULTANT has fully complied with this section.This remedy is not exclusive;and the AGENCY and the STATE may take such other action as is available to it under other provisions of this AGREEMENT,or otherwise in law. NNW XIV Extra Work A.The AGENCY may at any time,by written order,make changes within the general scope of the AGREEMENT in the services to be performed. B.If any such change causes an increase or decrease in the estimated cost of,or the time required for,performance of any part of the work under this AGREEMENT,whether or not changed by the order,or otherwise affects any other terms and conditions of the AGREEMENT,the AGENCY shall make an equitable adjustment in the(1)maximum amount payable;(2)delivery or completion schedule,or both;and(3)other affected terms and shall modify the AGREEMENT accordingly. C.The CONSULTANT must submit any"request for equitable adjustment",hereafter referred to as"CLAIM",under this clause within thirty(30)days from the date of receipt of the written order.However,if the AGENCY decides that the facts justify it,the AGENCY may receive and act upon a CLAIM submitted before final payment of the AGREEMENT. D.Failure to agree to any adjustment shall be a dispute under the Disputes clause.However,nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E.Notwithstanding the teens and conditions of paragraphs(A)and(B)above,the maximum amount payable for this AGREEMENT,shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XV Endorsement of Plans If applicable,the CONSULTANT shall place their endorsement on all plans,estimates,or any other engineering data furnished by them. XVI Federal and State Review The Federal Highway Administration and the Washington State Department of Transportation shall have the right to participate in the review or examination of the work in progress. XVII Certification of the Consultant and the Agency Attached hereto as Exhibit"M-1(a and b)"are the Certifications of the CONSULTANT and the AGENCY,Exhibit"M-2" Certification Regarding Debarment,Suspension and Other Responsibility Matters-Primary Covered Transactions,Exhibit "M-3"Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit"M-4"Certificate of Current Cost or Pricing Data.Exhibit"M-3"is required only in AGREEMENTS over$100,000 and Exhibit"M-4"is required only in AGREEMENTS over$500,000. XVIII Complete Agreement This document and referenced attachments contain all covenants,stipulations,and provisions agreed upon by the parties. No agent,or representative of either party has authority to make,and the parties shall not be bound by or be liable for,any statement,representation,promise or agreement not set forth herein.No changes,amendments,or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as an amendment to this AGREEMENT. XIX Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts,each of which shall be deemed to be an original having identical legal effect.The CONSULTANT does hereby ratify and adopt all statements,representations, wan-anties,covenants,and agreements contained in the proposal,and the supporting material submitted by the CONSULTANT,and does hereby accept the AGREEMENT and agrees to all of the terms and conditions thereof. Page 7 of 8 r' In witness whereof,the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date*box on page one(1)of this AGREEMENT. By By Consultant Agency DOT Form 140.089 EF Revised 6/05 Page 8 of 8 EXHIBIT A Scope of Work February 16, 2007 RENTON TRAILS & BIKEWAYS PLAN & MAP Project No: PROJECT DESCRIPTION During the term of this AGREEMENT, the CONSULTANT(MacLeod Reckord) and identified SUBCONSULTANTS shall perform professional services in connection with the following project: Renton Trails& Bikeways Plan & Map Scope The scope of work shall include the furnishing of all services, labor, materials, equipment, supplies, and incidentals necessary to conduct and complete the work as indicated herein. The work to be performed includes trail and bikeway planning and design, transportation planning, signage design guidelines,and stakeholder and agency coordination assistance to the City of Renton. Project Area �rrr The Project Area is identified as the area inside the City of Renton limits. For purposes of evaluating transportation influences of surrounding areas, document research will extend beyond City limits, and include potential annexation areas and neighboring City/County jurisdictions. ROLES AND RESPONSIBILITIES 1. MacLeod Reckord—Project management, agency coordination, public outreach coordination, trail and bikeway planning, document production, project oversight. 2. Transportation Engineering NW—Transportation planning, traffic analysis, demand forecasting, transportation department coordination 3. Andrew R. Goulding SEGO—Wayfinding studies;signage design guidelines and graphic design coordination. GENERAL PROJECT ASSUMPTIONS 1. Meetings and deliverables have been included in the scope as outlined herein. 2. The CITY is responsible for advertising/notification and providing the venue for committee meetings and public meetings/open houses. 3. The CITY will be responsible for collection of comments from CITY Staff, presentation to Park Board, and resolving conflicting comments, and will submit one set of consolidated comments to the CONSULTANT for each submittal. %.r 1 4. No permits are anticipated for completion of this work. 5. Mapping for the report and final CITY trails and bikeways map will be generated from digital information made available by the CITY and currently available intemet sources and documents. While CITY-generated GIS information is not available, the CONSULTANT will make use of King County GIS data in evaluating data for the report and map. The final electronic files for the report will be in Publisher and pdf formats and the final electronic files for the map will be in AutoCAD and pdf formats,with layering organized to be easily transferable to GIS format. Graphic design of map and safety flyer will be consistent with CITY's public_information program. 6. Detailed design of trails, bikeways, or facilities to accommodate same (structural components, drainage, lighting, road improvements, etc.) is not anticipated for this project. SCHEDULE The scope of work is premised on a Notice-to-Proceed date of approximately March 12, 2007 with an 8-month project duration for completion of the final report and map on or about November 30,2007. A draft schedule is included in this scope and a baseline schedule will be generated at the time of Notice to Proceed and is subject to change based on mutual agreement between the CITY and the CONSULTANT. DELIVERABLES Deliverables will be provided as noted herein. Software will include (versions no higher than) *41104 AutoCAD release 2007, Office 2003, Word 2003, Publisher 2003, Excel 2003, PowerPoint 2003, and pdf files. Other software programs as approved. DOCUMENTS AND DATA PROVIDED BY THE CITY The following documents and data are requested by the CONSULTANT and will be supplied by the CITY where feasible: Existing Plans/Statements • Draft Renton Trails Plan generated by Non-motorized Transportation Advisory Committee(received) • Renton Trails Plan (earlier version of above) available only in hard copy • Trails/Non-Motorized Facility Plan generated by Public Works • Goals/policies statements or documents from Parks and Public Works relating to trails and non-motorized facilities • City Comprehensive Plan,or relevant components of same(Parks, Recreation, Open Space,and Trails Element received) • Cascade Bicycle Club publication 'Left By The Side Of The Road'(received) • Park Rules and Regulations (received) • Regional sign standards as applicable • Miscellaneous road or trail standards vvati 2 tiler► Plans(Graphics) • Available City-wide mapping including aerial photographs in AutoCAD showing parcel information, contourmapping, intersecting street and utility plans • Potential Annexation Area plans, showing boundaries • Major development/redevelopment plans for commercial, industrial, or residential areas • Major utility development/redevelopment plans • Road corridors identified for development/redevelopment(example given was road system tentatively planned for'road diet') Exhibits • Schedule for Non-motorized Transportation Advisory Committee,Transportation Committee, Parks Board, Community Services Committee, City Council, and Mayoral briefings (as established) • Relevant correspondence/agreements that might affect trail routing considerations • Traffic count data (as requested) TASKS 1. Project Management 1.1 Coordination and Review: Coordinate the CONSULTANT design team to ensure that the work is completed on schedule, is technically competent, and meets the CITY's requirements. Develop and implement the work plan and provide overall coordination Nifty and review of the work. Organize and administer regular internal coordination meetings of the design team to facilitate execution of the work. 1.2 Document Management: Provide for the management of drawings and documents received and generated over the course of the project, including review, distribution, filing, and storage. 1.3 Project Schedule: The CITY has established the overall project schedule at approximately 8 months. A detailed schedule for the CONSULTANT work elements shall be prepared by the CONSULTANT, with input from the CITY. 1.4 Subconsultant Management: SUBCONSULTANT management shall include the preparation and execution of subcontracts with each SUBCONSULTANT involved in the project. The CONSULTANT shall provide ongoing overview of progress, review of invoices, and overall coordination of SUBCONSULTANTS involved in the project. Products: 1) Contract Documents. 2) Schedule. 3) Invoicing. Meetings: #1-MR and City staff for resolution/refinement of scope, schedule, procedures. (Team coordination meetings not involving City not itemized in scope) Hours Anticipated: MR- 143, TENW-0, ARG-8 2. Information Review and Preliminary Documentation 2.1 Document Review: Review documents and data made available by the CITY and from other sources, as relevant to the project. Meet with CITY staff and committees as Nivare 3 scheduled to become thoroughly knowledgeable on issues pertaining to the project. Data may include components of the current comprehensive plan,existing transportation studies, preliminary trail or non-motorized plans, past and current planning efforts, potential annexation and land use modifications, natural and cultural resources, utility and infrastructure information, design and construction standards, and political directives. Generate a technical memorandum outlining findings with regard to document search. Meetings are for purposes of gathering and clarifying information. 2.2 Generate Goals and Review Policies: Utilizing current information from available documents, generate a draft statement of objectives and goals for developing trails and bikeways plan. Review City policies with regard to conformance with stated goals and make comments/additions to policy statements as appropriate. Review with CITY staff, make final modifications based on CITY comment. It is anticipated CITY staff will gather input from necessary committees or officials without CONSULTANT involvement. Final statement of goals will be included in presentation material for Public Meeting#1. 2.3 Develop Public Outreach Plan: Based on discussions with CITY staff, generate a draft public outreach plan, identifying anticipated dates for(2) meetings, major agenda items, description of exhibits, procedures for notification and processing input, and expected conclusions from meetings. Review with CITY staff, make final modifications based on CITY comment. It is anticipated CITY staff will gather input from necessary committees or officials without CONSULTANT involvement. It is anticipated CITY staff will be responsible for distribution of notices, posting information on the CITY web site, and coordinating meeting times and locations. CONSULTANT is responsible for providing agenda, exhibits, processing input from meetings,and reporting. 2.4 Develop Outline for Final Product: Provide draft format and outline major components of final report for review and approval by CITY staff. Revisions to outline will be incorporated in future updates of draft report. 411101 Products: 1) Technical Memorandum summarizing information review. 2) Goals Statement. 3)Public Outreach Plan. 4) Final Report Outline. Meetings: #1-MR, TENW, ARG with City Staff for scope/document review and clarification. #2-MR with City Staff to review goals, discuss coordination with policies, review public outreach plan, review draft report outline. Hours Anticipated: MR- 135, TENW- 14,ARG 8 3. Alignment.Analysis 3.1 Assessment of Traffic Generators/Destination Service Areas and Corridor Analysis: Using existing maps and documents, field visits, and input from CITY staff we will identify destinations such as schools, recreation sites, employment, commercial and centers, transit facilities, and other destinations as deemed important in the development of the trails plan. Other trail segments, including equestrian, hiking, school walk routes, and miscellaneous recreational corridors will be evaluated for connectivity potential. We will ascertain where routes and corridors may be established to link critical features, and where gaps exist. In addition, the team will evaluate up to three (3)different arterial or roadway corridors to be identified. The analysis will focus on accommodating nonmotorized uses without adversely impacting traffic carrying capacity of the roadway. Arterial operations, traffic forecasting, and intersection modeling using Synchro/Simtraffic will be undertaken in close coordination with the City Traffic 4 *toe Operations Division and Transportation Planning Departments to ensure that both short- term and long-term deficiencies and needs are addressed. Additional consideration may be given to arterial calming measures where appropriate to improve shared use of specific routes of vehicles/bicyclists within the same roadway cross-section,without adversely impacting traffic carrying capacity of the roadway. Evaluation will also include review of historical collision data for conflict zones between pedestrian/vehicles, review of major crossing locations(separated trails crossing roadways)for sight distance and control measures, and document known constraints to the system through City staff interviews. 3.2 inventory of Conditions and Opportunities: Using existing maps and documents, field visits, and input from CITY staff, we will inventory potential corridors and map all relevant conditions, identify opportunities for on-or off-road systems, and possible amenities. inventory and critique existing trail and bikeway signs. 3.3 Planning/Regulatory Investigation: Outline the planning regulations, processes and requirements that may impact trail/bikeway design and development. Determine if there are any zoning or regulatory issues that may affect the development of the trail/bikeway. 3.4 Presentation to Committee, and CiTY Staff: Meet with Non-Motorized Transportation Advisory Committee, and CITY Staff in two (2) meetings to review findings to date and confirm format/agenda for public open house. It is anticipated CITY staff will gather input from other necessary committees, Park Board, or other officials without CONSULTANT involvement. 3.5 Public Open House#t: Incorporating input from presentation, revise and finalize documents and exhibits for Public Open House#1. The purpose of this first public open house will be to further develop the inventory of destinations, identify all potential trail and bikeway routes, confirm existing conditions and opportunities, refine the program and to listen to concerns. The goal will be to solicit comments from the community to low supplement other inventory and research, and aid the team in evaluating corridors and options. Presentation graphics may include goal statements, existing conditions maps, aerial photographs, and site images. Products: 1) Technical Memorandum summarizing the findings from the destination survey, the planning and regulatory investigation and the opportunities and constraints analysis. 2) Draft Exhibits for Presentation. 3) Final Exhibits for Public Open House. 4) Updated Report Outline. Meetings: #1-MR with City Staff to review findings, gather input. #2-MR, TENW with City Staff and NMT Advisory Committee to discuss findings,.gather input, and coordinate agenda for Open House#1. #3-MR, TENW, ARG for Public Open House#1 Hours Anticipated MR-306, TENW-88, ARG-20 4. Routing Options and Evaluation Criteria 4.1 Transportation Planning Analysis and identification of Route Options. A planning analysis will be undertaken to identify route alignment options for"thru traffic"of nonmotorized users(namely bicyclists) through the downtown core. Consideration for long term arterial traffic improvements, freeway enhancements, and other transportation projects will be identified and route choices for bike routes or bikeways through the downtown core and across the Cedar River will be determined and evaluated in the context of general local and regional traffic circulation. The design team will identify a 5 city-wide network of signed trail and bikeway routes/lanes and:generate typical cross sections to illustrate types of facility improvements that maybe considered(including hiking, equestrian,and other lower volume/speed facilities). Pedestrian and bicycle facility classifications will be identified,and routes will show integration with other planned or existing trails, bikeways, or amenities. Specific safety-related issues such as crossing improvements, school walk route improvements, or downtown core improvements may be identified. Sign types, layouts and examples will be shown, as specific examples. Kiosk siting will be addressed. Implementation and phasing, or requirements associated with particular funding opportunities will be addressed. 4.2 Establish Evaluation Criteria. In order to logically evaluate route options we will establish a draft list of criteria by which each route may be tested, developed from issues discussed early in the inventory and research process. An evaluation of various routes may include comparison of safety issues, easement or acquisition constraints, connectivity to the local community and other trail opportunities, traffic type and volumes, permit requirements, constructability, and construction costs, among other factors. 4.3 Committee and CITY Staff Review. Meet to review routing options and recommendations and arrive at a consensus for evaluation criteria. The preferred network of routes, and type of classification, will be refined. 4.4 Public Open House#2. This second open house will include a presentation of the route options,evaluation criteria, cross sections,and other improvements. The goal of f the meeting will be to solicit comments from the public on the alternatives and seek consensus on a preferred network of routes. Comments from these meetings will be incorporated into the Draft Trails and Bikeways Plan. Product: 1)Map and drawings illustrating the route options and details of the trail and bikeway cross sections and miscellaneous amenities. 2.) Technical memorandum and/or 'Nevi comparison matrix,other supporting documents or illustrations as needed for evaluation. 3.) Draft exhibits for presentation. 4.) Final Exhibits for Public Open House. Meetings: #1- MR with City Staff to review routing options,preliminary recommendations, and evaluation criteria. #2-MR with City Staff and NMT Advisory Committee to discuss routing options, preferred recommendations, and evaluation criteria. #3-MR, TENW, ARG for Public Open House#2. Hours Anticipated: MR- 163, TENW-32, ARG-20 5. Draft Trails and Bikeways Plan & Map 5.1 Draft Plan. Incorporating comments from the public open house, committees, CiTY Staff, and Council, we will summarize our findings and make a recommendation for the preferred routing plan and specific route improvements in a Draft Trails and Bikeways Plan and Map. Draft prioritized list of projects will be generated for each type of corridor: transportation (for PNV)and recreation corridors (Parks). Sign types, layouts and examples will be shown, as specific examples. We will also provide draft versions of the maps to be published, the safety flyer, and web map for review and comment. 5.2 Presentation to Committee, and CITY Staff. Meet with Non-Motorized Transportation Advisory committee, and CITY Staff in two (2) meetings to present the draft plan recommendations, the draft maps and exhibits, and seek comment. It is anticipated *4100 6 Now _ CITY staff will gather input from other necessary committees, Park Board, or other officials without CONSULTANT involvement. 5.3 Public Open House#3. Present the draft plan recommendations and seek comment. 5.4 City Council Presentation. Present input from the public open house, the draft plan recommendations, and seek comment. Comments and revisions will be incorporated into the Final Plan. Product: 1) Draft Trails and Bikeways Plan. 2) Draft trails and bikeways maps, safety flyer, and web map. 3.)Draft exhibits for presentations. 4.) Final Exhibits for Public Open House Meetings: #1-MR with City Staff to review draft plan and map. #2-MR, TENW with City Staff and NMT Advisory Committee to discuss draft plan and map. #3- MR, TENW, ARG for Public Open House#3. #4-MR to City Council with recommended draft plan and map. Hours Anticipated: MR-258, TENW-28,ARG-20 6. Final Trails and Bikeways Plan & Map 6.1 Final Plan. Incorporating comments from the public open houses, committees, CITY Staff, Park Board and Council, we will make final changes to the route map, narrative, design standards, prioritized lists, sign designs and implementation plan, phasing recommendations, and appendices. `+fir 6.2 Final Map. Final revisions and 5,000 copies will be printed for distribution. Final version of web map will be available electronically. 6.3 Final Safety Flyer. Final revisions and 20,000 copies of the pedestrian and bicycle safety educational flyer will be printed for distribution. Product: 1) Bound copies and one photo-ready unbound original report including all narrative, maps, drawings, tables and appendices. 2) Computer disk with digital copy of final report. No Formal Meetings, final coordination via phone and email. Hours Anticipated: MR- 192, TENW- 10,ARG-20 7 EXHIBIT E-1 Consultant Fee Determination-Summary Sheet 16-Feb-07 Renton Trails&Bikeways Plan&Map Project No. MacLeod Reckord Direct Salary Cost • Item Classification Hours Rate Cost 1.Project Management Principal 66 37.00 2,442.00 Staff LA 68 30.00 2,040.00 Drafter 0 27.00 0.00 WP 9 18.00 162.00 Subtotal: 4,644.00 2.Information Review and Preliminary Documentation Principal 39 37.00 1,443.00. Staff LA 96 30.00 2,880.00 Drafter - 27.00 0.00 WP - 18.00 0.00 Subtotal: 4,323.00 3.Alignment Analysis Principal 73 37.00 2,701.00 Staff LA 209 30.00 6,270.00 Drafter 23 27.00 621.00 WP 1 18.00 18.00 Subtotal: 9,610.00 4.Routing Options and Evaluation Criteria -Principal. 31 37.00 1,147.00 Staff LA 121 30.00 3,630.00 Drafter 11 27.00 297.00 WP - 18.00 0.00 Subtotal: 5,074.00 5.Draft Trails and Bikeways Plan&Map Principal 60 37.00 2,220.00 Staff LA 180 30.00 5,400.00 Drafter 17 27.00 459.00 WP 1 18.00 18.00 Subtotal: 8,097.00 6.Final Trails and Bikeways Plan&Map Principal 28 37.00 1,036.00 Staff LA 158 30.00 4,740.00 Drafter 4 27.00 108.00 WP 2 18.00 36.00 Subtotal: 5,920.00 TOTAL DSC: 37,668.00 Overhead(OH cost-including salary additives): OH Rate X DSC of 185% X 37.,668.00 69,685.80 Fixed Fee(FF): FF Rate X DSC of 30% X 37,668.00 • 11,300.40 Reimbursables(see attachment) 6,737.00 Subconsultant Costs(see Exhibit G) 32,740.00 GRAND TOTAL: $158,131.20 Prepared by: Connie Reckord 2/16/2007 MacLeod Reckord FEE DERIVATION Landscape Architects Renton Trails&Bikeways Plan&Map Staftwe Date: Feb. 16, 2007 • HOURS TASK PRINC LA DRAF1 WP• notes 4.0 ROUTING OPTIONS AND EVALUATION CRITERIA 4.1 Identity Route Options Draft network&cross-sections 12 40 8 Field check visit(1) 4 4.2 Establish Evaluation Criteria Draft tech.merito/matrix 4 24 email 4.3 Committee,Staff,Review Refine network,classifications,etc. 4 4 1 mtg at My 4.4 Public Open House#2 City to set mtg time,place,notification Draft Exhibits for Presentation 4 32 2 Review/edit cycle 2 . 4 in word.w.City Finalize Exhibits for Presentation 2 6 1 Public Meeting 3 3 Interpret/incorporate public input 4 Subtotal hours 31 121 11 5.0 DRAFT TRAILS AND BIKEWAYS PLAN&MAP 5.1 Draft Plan comp.of tech memos,summary,recomm Summarize.findings,incorporate 12 24 Field check visits(2) 8 Generate draft map(s) 6 48 8 Generate draft safety flyer 4 24 2 Review/edit cycle 4 6 2 review cycles w.City,via e-mail 5.2 Presentation to Park Board,Comm.Staff Develop agenda,mtg materials 12 12 1 2 mtgs 8+4 5.3 Public Open House#3 City to set mtg time,place,notification Draft Exhibits for Presentation 4 12 2 Review/edit cycle 2 6 in coord.w.City Finalize Exhibits for Presentation 2 8 2 Public Meeting 3 3 Interpretltncorporate public input 4 5.4 City Council Presentation Draft Exhibits for Presentation 4 12 2 Review/edit cycle 2 4 in coord.w.City Finalize Exhibits for Presentation 2 6 1 Council Presentation 3 3 Subtotal hours 60 180 17 1 6.0 FINAL TRAILS AND BIKEWAYS PLAN&MAP 6.1 Final Report Make final edits 4 40 Review/edit cycle 8 8 Incorporate final edits 2 10 6.2 Final Map Make final edits 6 40 Review/edit cycle 4 8 Incorporate final edits 12 Coord.w.printer,send out for print 6 2 1 6.3 Final Flyer Make final edits 2 20 • Review/edit cycle 2 4 Incorporate final edits 4 Coord.w.printer,send out for print 6 2 1 Subtotal hours 28 158 4 2 NOW' SUBTOTAL MACLEOD RECKORD .,wrrr... • MacLeod Reckord FEE DERIVATION Landscape Architects Renton Trails&Bikeways Plan&Map Date: Feb. 16, 2007 vied HOURS TASK PRINC LA DRAM WP notes 1.0 PROJECT MANAGEMENT&ADMINISTRATION 1.1 Coordination and Review Correspondence 12 12 phone/email Review/comment/QA/QC 16 subwork,in house Develop/Implement Work Plan 6 6 City coordination meeting 3 3 scope,schedule,kickoff,at City • 1.2 Document Management 8 32 4 1.3 Project Schedule 4 4 1.4 Subconsultant contracting/coordination Contracting/coordnation 8 4 1 contracting Team coordination meetings(2) 3 3 at MRMa email 1.5 Invoicing/progress reports 6 4 4 Subtotal hours 66 68 - 9 2.0 INFORMATION REVIEW AND PRELIMINARY DOCUMENTATION 2.1 Document Review data from City&other sources Data collection and review 8 32 City coordination meeting 3 3 at City Draft Technical Memo 4 . 12 Review/edit cycle 4 8 1 review cycle w.City,via e-mail 2.2 Generate Goals and Review Policies Draft Statement 4 6 Review/edit cycle 1 2 1 review cycle w.City,via e-mail 2.3 Develop Public Outreach Plan Draft plan 4 8 „is Review/edit cycle 2 4 City coordination meeting 3 3 at City 2.4 Develop Draft Outline for Final Product 4 12 Incorporate revisions for future updat: 2 6 Subtotal hours 39 96 - - 3.0 ALIGNMENT ANALYSIS 3.1 Assess of Traffic Gen/Des.Service Areas&Corr Analysis Data collection and review 10 24 8 Site reconnaissance visits(2) 4 8 Generate initial corridor mapping 4 24 4 32 Inventory of Conditions and Opportunities Initial inventory&mapping 8 32 8 Site reconnaissance visits(2) .4 8 Refine mapping,ID opportunities 8 32 3.3 Planning/Regulatory Investigation Review data,draft tech.Memo 4 20 3.4 Presentation to Comm.,Staff Develop agenda,mtg materials 12 12 1 2 mins 8+4 3.5 Public Open House#1 Draft Exhibits for Presentation 8 20 2 Review/edit cycle 2 6 Finalize Exhibits for Presentation 2 8 1 Public Meeting 3 3 Interpret/incorporate public input 2 4 3.6 Update Report Outline 2 8 Subtotal hours 73 209 23 1 • EXHIBIT El SUPPLEMENT(a) Reimbursable Expense 16-Feb-07 Renton Trails& Bikeways Plan& Map Project No. MacLeod Reckord TASK 1 Project Management COST ITEM SUBTOTAL TOTAL Mileage 70 @ 0.48 33.6 1 mtg.w. City,team mtgs as req Courier 3 @$16 48 scope/contracts 81.6 TASK 2 Information Review&Prelim. Documentation Mileage 100 @ 0.48 48 1 field visit, 2 mtgs.w. City 48 TASK 3 Alignment Analysis Mileage 360 @ 0.48 172.8 5 field visits, 3 mtgs.w. City Printing 100.@ 0.4 40 open house materials 212.8 TASK 4 Routing Options and Evaluation Criteria Mileage 145 @ 0.48 69.6 1 field visit,3 mtgs.w.City Printing 100 @ 0.4 40 open house materials 109.6 TASK 5 Draft Trails and Bikeways Plan&Map Mileage 190 @ .48 91,2 2 field visits,4 mtgs w. City Printing 100 @ 0.4 40 open house materials Rpt. Printing/binding 10 @ 55 .550 draft report Courier 1 © 15 15 605 TASK 6 Final Trails and Bikeways Plan& Map Printing 20,000 @ 1700 safety flyer Printing 5,000 @ 3400 map Rpt. Printing/binding 10 @ 55 550 final report Courier/mail 2 @ 15 30 5680 TOTAL 6737 EXHIBIT F Breakdown of Overhead Cost 24-Jan-07 . RENTON TRAILS AND BIKEWAYS PLAN MAP Project No. MacLeod Reckord Period-2808 %of Direct Labor Direct Labor , 356,148.80 100% I Overhead Expenses: Payroll Tax Expense 33,924.92 10% Holiday/Vacation/Sick Leave 34,101.38 10% CommissionlBonus/IRA Contributions 17,891.87 5% Total Fringe Benefits 85,918.17 24% I General Overhead Expenses:Unassignable _ State&City B&O Taxes 37,818.47 11% Insurance 85,465.37 24% Administration&Time Not Assignable 234,623.79 66% Printing& Photography 5.853.44 2% General Office Supplies 14,401.47 4% , Travel I Mileage!Lodging 9,838.18 3% Rent 79,060.00 22% Telephones/Utilities/Office Maint. , 16,952.35 5% Equipment Leases/Support 26,623.64 7% Comp.Admin Support&Purchases 22,190.01 6% fees/Dues/Subscriptlons/Professlonai Meetings 8,927.84 3% Professional Services _ 2,135.00 1% Postage/Deliveries 3,532.45 1% Property tax 162.64 0% Business Taxes 11,427.15 3% Auto Maint. 7,678.45 2% Promo&Advertising 0.00 0% Office Misc Exp 7,317.39 2% Total General Overhead: 574,027.64 161% I Total Overhead(General&Fringe) 659,945.81 185% Nov EXHIBIT G Subcontracted Work February 16, 2007 Renton Trails& Bikeways Plan & Map Project No. The AGENCY permits subcontracts for the following portions of the work of this AGREEMENT: Transportation Engineering Northwest—Transportation planning, traffic analysis, demand forecasting, transportation department coordination Andrew R. Goulding SEGD—Wayfinding studies, signage design guidelines and graphic design coordination 'tar Nifty 1 EXHIBIT G-1 Consultant Fee Determination-Summary Sheet 16-Feb-07 Renton Trails&Bikeway Plan&Map *44.1110 TENW Direct Salary Cost Item Classification Hours Rate Cost 2. Information Review and Preliminary Documentation Principal 6 82.50 495.00 Engineer/Planner 8 60.00 489.00 Technical Support 0 35.00 0.00 Subtotal: 975.00 3. Alignment Analysis(includes public meeting participation and Team meetings) Principal 32 82.50 2,640.00 • Engineer/Planner 48 60.00 2,880.00 Technical Support 8 35.00 280.00 Subtotal: 5,800.00 4. Routing Options and Evaluation Criteria Principal 16 82.50 1,320.00 Engineer/Planner 12 60.00 72000 Technical Support 4 35.00 140.00 Subtotal: 2,180.00 5.Draft Trails and Bikeway Study&Map Principal 12 82.50 990.00 Engineer/Planner 16 60.00 960.00 Technical Support 0 35.00 0.00 Subtotal: 1,950.00 6. Final Trails and Bikeway Study&Map Principal 2 82.50 165.00 Engineer/Planner 8 60.00 480.00 Technical Support 0 35.00 0.00 Subtotal: 645.00 • TOTAL DSC: 11,550.00 Overhead(OH cost-including salary additives): OH Rate X DSC of 70% X 11,550.00 8065.00 Fixed Fee(FF): FF Rate X DSC of 30% X 11,550.00 3,465.00 Reimbursables(see attachment) 0.00 Subconsultant Costs(traffic counts) 1,000.00 GRAND TOTAL: $24,100.00 Prepared by: Michael J.Read.PE.Amended by Connie Reckord 2/16/2007 EXHIBIT G-1 Subconsultant Fee Determination-Summary Sheet 16-Feb-07 Renton Trails&Bikeways Plan&Map Project No. Andrew R.Goulding SEOD Direct Salary Cost Task Classification Hours Rate Cost 1 Project Management Goulding 8 90.00 720.00 2 Information Review&Preliminary Documentation Goulding 8 90.00 720.00 3.Alignment Analysis Goulding 20 90.00 1,800.00 4.Routing Options&Evaluation Criteria Goulding 20 90.00 1,800.00 5.Draft Trails&Bikeways Plan Goulding 20 90.00 1,800.00 6.Final Trails& Bikeways Plan '` Goulding 20 90.00 1,800.00 SUBTOTAL 8,640.00 EXHIBIT G-1 SUPPLEMENT(a) Fee Rates 16-Feb-07 Renton Trails&Bikeways Plan&Map Project No: Andrew R.GouldingSEGD Classification Fee Rate Range Principal $90 to 100 Exhibit G-2 Breakdown of Subconsuftants Overhead Cost Transportation Engineering Northwest, LLC FY2005 Account Title $ Beginning Total %of Direct Labor Direct Labor 1,187,402 100.0% Overhead Expenses Unemployment Health/Accident Insurance 33,985 2.9% Medical Aid& Industrial Insurance Holiday/Vacation/Sick Leave Commission/Bonus/Pension 556,459 46.9% Total Fringe Benefits 590,444 49.7% General Overhead - State B&O Taxes 35,625 3.0% Insurance 17,333 1.5% Administration&Time Not Assignable 46,261 3.9% Printing, Stationery& Supplies 6,091 0.5% Professional Services 36,088 3.0% Travel Not Assignable 4,818 0.4% Telephone&Telegraph Not Assignable 19,283 1.6% Fees, Dues & Professional Meetings 4,682 0.4% Utilities& Maintenance 4,968 0.4% Professional Development 3,752 0.3% Rent/Lease 35,161 3.0% Niger Equipment Support 14,970 1.3% Office, Miscellaneous & Postage 11,611 1.0% Total General Overhead 240,645 20.3% Total Overhead (General + Fringe) 831,089 70.0% Overhead Rate (Total Overhead/Direct Labor) 1 0.701 Overhead Analysis Prepared by Transportation Engineering Northwest.LLC For Fiscal Year 2005 NINNY minimi. EXHIBIT G-2 SUPPLEMENT (a) Subconsultants Letter RE Overhead Costs , 0010* February 16, 2007 - Renton Trails& Bikeways Plan &Map Project No. • • Andrew R. Goulding A[A SEGD Signage Consultant - 1056 25th Avenue East Seattle WA 98112-3618 - ARGoul6inopaol-anm Fax 329-4334 Tel 206-329-6350 February 16, 2007 Connie Reckord MacLeod Reckord 231 Summit Avenue East Seattle WA 98102 RE: Renton Trails& Bikeway Plan & Map Dear Connie: ,,,id Attached pleasefinda fee determination summary and fee rates for this project. Andrew R. Goulding SEGD is a small sole proprietorship firm with one principal and does not have an audited rate for our overhead which meets the requirements of the Federal Acquisition Regulations. The rates proposed are the same rates we charge all of our clients, and are industry standard. We request the City of Renton approve these rates. Please contact me if you have any questions or concerns about this proposal. Sincerely, Andrew R. Goulding SEGD Exhibit M-1(a) Certification Of Consultant Project No, Local Agency I hereby certify that I am LDnni t, (,. geaoat and duly authorized representative of the firm of J a 604 't4 ,r))y-4 whose address is v 1!w'iwi f" Ate. and that neither I nor the above firm I here represent has: (a) Employed or retained for a commission,percentage,brokerage,contingent fee,or other consideration,any firm or person(other than a bona fide employee working solely for me or the above CONSULTANT)to solicit or secure the AGREEMENT; (b) Agreed,as an express or implied condition for obtaining this contract,to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT;or (c) Paid,or agreed to pay,to any firm,organization or person(other than a bona fide employee working solely for me or the above CONSULTANT)any fee,contribution;donation,or consideration of any kind for,or in connection with,procuring or carrying out this AGREEMENT; except as hereby expressly stated(gam); I acknowledge that this certificate is to be available to the Washington State Department of Transportation and the Federal Highway Administration,U.S.Department of Transportation in connection with this AGREEMENT involving participation of Federal-aid highway funds,and is subject to applicable State and Federal laws,both criminal and civil. ►f2zt`oi� Cc l t Daignatur • DOT Form 140.089 EF Exhibit M-1(a) Revised 6/05 Arrrr imm. Exhibit M-2 Certification Regarding Debarment, Suspension,and Other Responsibility • Matters-Primary Covered Transactions • I. The prospective primary participant certifies to the best of its knowledge and belief,that it and its principals: A. Are not presently debarred,suspended,proposed for rdebarment,declared ineligible,or voluntarily excluded from covered transactions by any federal department or agency; B. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission or fraud ora criminal offense in connection with obtaining, . attempting to obtain,or performing a public(federal,state,or local)transaction or contract under a public transaction;violation of federal or state antitrust statues or commission of embezzlement, theft,forgery, bribery,falsification or destruction of records,making false statements,or receiving stolen property; C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal,state,or local)with commission of any of the offenses enumerated in paragraph(I)(B).of this certification;and D. Have not within a three(3)year period preceding this application/proposal had one or more public transactions(federal,state,or local)terminated for cause or default. It. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. *40060 Consultant(Firm): MatCLekot ?-ectal (Date) (Signa re)Presid=nt or • rized Official of Consultant • DOT Form 140.089 EF Exhibit M-2 Revised 8105 Exhibit M-3 Certification Regarding The Restrictions of The use of Federal Funds for.Lobbying The prospective participant certifies,by signing and submitting this bid or proposal,to the best of his or her knowledge and belief,that: 1. No federal appropriated funds have been paid or will be paid,by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of any Federal agency,a member of Congress,an officer or employee of Congress,or an employee of a member of Congress in connection with the awarding of any Federal contract,the making of any Federal grant,the making of any Federal loan,the entering into of any cooperative agreement,and the extension,continuation, • renewal,amendment,or modification of any Federal contract,grant,loan,or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency,a member of Congress,an officer or employee of Congress,or an employee of a member of Congress in connection with this Federal contract,grant,loan,or cooperative agreement,the undersigned shall complete and submit Standard Form-LLL,"Disclosure Form to Report Lobbying,"in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352,Title 31,U.S.Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Consultant(Firm): ( opt .Jeosa til of( ) (Sign(PNY " ent or • oriz ed• 1 of Consultant DOT Form 140-089 EF Exhibit M3 Revised 6/05 RENTON TRAILS&BIKEWAYS PLAN&MAP Draft Schedule 2/16/07 TASK 2007 March I April I May 1 June 1 July j August j September I October November 1.Project Management(throughout project) 2.Information Review&Prelim.Document. ' Document Review Meeting with City Goals/Policieslig , _ Public Outreach Plan Meeting with City _ _ ` Final Report Outline in 3.Alignment Analysis Traffic Generators/Destinations Conditions&Opportunities Inventory _ _ Planning&Regulatory Review lir • ' City Staff Meeting , NMT Advisory Committee Meeting Open House exhibit prep.&review • Public Open House#1 4.Routing Options&Evaluation Criteria Route Options , Evaluation Criteria City Staff Meeting , , NMT Advisory Committee Meeting _ Open House exhibit prep.&review Public Open House#2 , 5.Draft Trails/Bikeways Plan Draft Plan,Maps,Safety Flyer , City Staff Meeting NMT Advisory Committee Meeting Open House exhibit prep.&review Public Open House#3 * i A City Council Presentation __ , _ _ 6.Final Non-Motorized Transportation Plan Finalize Documents _ Adoption 1111,11111 •r CITY OF RENTON COUNCIL AGENDA BILL ‘''''''' r AI #: r Submitting Data: For Agenda of: March 5, 2007 Dept/Div/Board.. PBPW/Utility System Division Staff Contact Dave Christensen (ext. 7212) Agenda Status Consent X Subject: Public Hearing.. LandTrust Request for Oversizing Reimbursement Correspondence.. Above Original Approved Authorization Ordinance Resolution Old Business Exhibits: New Business Issue Paper Study Sessions Letter Requesting Additional Reimbursement for Information Oversizing Recommended Action: Approvals: Council Concur Legal Dept Finance Dept Other Fiscal Impact: Ilisof Expenditure Required... $278,082.62 Transfer/Amendment Amount Budgeted $350,000.00 Revenue Generated Total Project Budget $350,000.00 City Share Total Project SUMMARY OF ACTION: In January of 2006, Council approved LandTrust's request for estimated oversizing reimbursement in an amount not to exceed $261,092.83. LandTrust has completed all work associated with the Wedgewood project and has submitted their request for final reimbursement for the oversizing. LandTrust encountered additional costs that they are requesting reimbursement from the City. Final requested reimbursement is $278,082.62, which is an increase of$16,989.79, or 6.5% from the original estimated cost. The Wastewater Utility has sufficient funds in the project budget to pay for this increase. STAFF RECOMMENDATION: Approve LandTrust's request for an additional $16,989.79 for oversizing associated with the Wedgewood project for a total oversizing reimbursement of$278,082.62. Illsre H:\File Sys\WWP-WasteWater\WWP-03-0000 Correspondence-Wastewater\davec\Wedgewood Oversizing Final AB.doc\DMCtp PLANNING/BUILDING/ low" ® PUBLIC WORKS DEPARTMENT �, T MEMORANDUM N DATE: February 23, 2007 TO: Toni Nelson, Council President Members of the Renton City Council VIA: _ Kathy Keolker, May FROM: Gregg Zimmerm i Miiinistrator STAFF CONTACT: Dave Christensen, Wastewater Utility and Technical Services Supervisor(ext. 7212) SUBJECT: LandTrust Oversizing Reimbursement Above Original Approved Authorization Request ISSUE: Should the City approve LandTrust request for an increase in their previously approved oversizing reimbursement of$261,092.83 by $16,998.79 for a new total of$278.082.62? `"erre RECOMMENDATION: Approve LandTrust's request for oversizing in the total amount of$278,082.62. BACKGROUND SUMMARY: In January of 2006, Council approved an oversizing request for LandTrust for an amount not to exceed $261,092.83. The oversizing provides the City with a new lift station that includes sufficient capacity to serve the entire basin and also allowed the City to decommission two existing lift stations. Since that time, the developer has completed all work associated with this project and has presented final costs that are slightly higher than the original estimated costs. The additional costs total $16,998.79, which is 6.5 % over the original estimate. This small increase can be attributed to three items: (1) Wastewater staff determined that a water connection at this site was advisable, and since the station is in another water district, the cost of the water meter was over $6,000. (2) The sewer main that was constructed to allow us to eliminate the Apollo Lift Station encountered additional material costs, needed additional surveys, and soil monitoring due to poor soils. (3) Poor soils contributed to additional direct costs for pipe installation and indirect costs associated with additional paving required for the Hoquiam main extension. w Council/LandTrust Oversizing Page 2 of 2 February 23,2007 The Wastewater Utility has sufficient funds in the project budget to pay for this increase. CONCLUSION: The requested increase is relatively small, and the value to the City of these improvements is far greater than the amount requested in the oversizing. As such, it is recommended that the Council authorize the additional amount requested by the developer for the oversizing for a total amount of$278,082.62. cc: Lys Hornsby, Utility Systems Director H:\File Sys\WWP- WasteWater\WWP-03-0000 Correspondence- Wastewater\davec\Wedgewood Oversizing Final Issue.doc\DMCtp L dTrus INCz: RESIDENTIAL PROPERTY DEVELOPMENT February 20, 200/7 David Christensen City of Renton Building/Planning/Public Works Department Wastewater Utility Division Renton City Hall-5th Floor 1055 South Grady Way Renton, WA 98055 Subject: Revised Cost-Sharing Request for Sanitary Sewer Improvements Associated with the Wedgewood Lane Subdivision, Divisions 1,2 and 3 (LUA's 03-053, 05-009,05-086) Dear Mr. Christensen: Herewith I am submitting a revised schedule of values that reflects actual costs that we incurred while installing the Wedgewood Lane Sanitary Sewer Lift Station and Hoquiam Avenue sewer main extension. As you may recall, I submitted a request to the Renton City Council on November 23, 2005, asking to be reimbursed for: 1) the City's share of the lift station, which was sized to serve a tributary area that included property out side of our project boundaries, and 2) the City's share of the sewer main that we installed along our project frontage on Hoquiam Avenue NE, which also serves properties other than ours. My original letter stated the estimated cost of these sanitary sewer improvements, as well as the estimated portion of those costs that would be the responsibility of the City. Now that the project is complete and all sewers have been installed, inspected, and accepted by the City's Public Works Department, we have revised the cost estimate to reflect actual costs paid by us. Some costs increased, as did the City's share of those costs. The purpose of this letter is to explain the cost overruns and request payment of the City's share. SANITARY SEWER LIFT STATION: The cost-increases in this category were not attributable to the construction lift station itself, since it was a design-bid product, but in fact were attributable to the addition of a water meter at the request of the City's Wastewater Utility Department. lorw 1560 140TH AVE NE SUITE 100 BELLEVUE,WA 98005 [4251747-1726 [4251747-41S7 FAX WWW.LANDTRUSTINC.COM Page 1 of 2 This caused an increase of$6,042.67, plus tax,which includes the cost of the tap, setter, meter box, meter, 2 months of usage charges (the bill for the meter now goes to the City), and a General Facilities Charge assessed by King County Water District No. 90. GRAVITY CONNECTION FROM THE EXISTING LIFT STATION IN NE 10TH STREET: The difference in price between the original estimate and the actual cost represents a 5% increase, which is due to increase in material costs, as well as 3 line items that were not included in the original budget, such as earthwork monitoring and testing, survey work, and additional engineering design costs. HOOUTAM AVENUE NE SANITARY SEWER INSTALLATION AND ROAD RESTORATION: The cost of installing sanitary sewer main in Hoquiam Avenue from NE 8th Street to NE 7th Place increased exponentially due to problems created by unanticipated poor soil conditions and excessive groundwater in the construction trench, both of which caused severe sloughing of the trench walls. All of these conditions caused road bed and shoulder to be reconstructed from bearing soil, and the entire west half of the road to be repaved. In summary, our request for reimbursement has increased$16,989.79 over the original request of$261,092.83, for a total reimbursement of$278,082.62. If you would like any further information regarding these cost increases, please contact me directly at(425) 747-1726, extension 102. Otherwise,please authorize our request for reimbursement and process payment as soon as possible. Sincerely, *400 LANDTRUST,INC. A '�� Patrick J. Gilroy Ned Page 2 of 2 SANITARY SEWER DEPARTMENT-CITY OF RENTON 2/20/071 WEDGEWOOD,RENTON WA 98056 ORIGINAL COST ESTIMATE/BUDGET REVISED COST CITY OF RENTON COST SHARING .,,,. ', :�^ said .,7. T -IIx `7.F.....a' ., ,' , " ttA Sewer Lift Station Vis ? t w -.r, «z .,,.s:r - ..,,.w. , NiyYBCation 1 LS 437,700.00 437,700.00 1 LS 467,709.00 467,709.00 136,042.67 Vater Meter 1 1 LS 6,042.67 6,042.67 6,042.67 Subtotal 437,700.00 473,751.67 Tax(8.8%) 38,517.60 141,042.67 41,690.15 12,411.75 Total 476,217.60 515,441.82 153,454.42 `7.d1a7.17: r:> a ..,,. ,:' :.':,,,:71=t713:74.7,71":.',rter . , n:Liiti„,xw .„ .A�. mr ramm 'L.,,,,-.....,,-.. :;.....'-. ��- �,,,. .,Gravity Conx from Ex.Lift Station 10th Permits Demo&Clear 1 LS 1 LS 3,150.00 3,150.00 1 LS 3,150.00 3,150.00 3,150.00 Erosion Cntrl 1 LSJ 840.00 840.00 1 LS 840.00 840.00 Raise Ex MH to finish grade 1 LS 630.00 630.00 1 LS 630.00 630.00 630 00 Core,connect, H re-channel ex M630.00 1 LS 3,360.00 3,360.00 1 LS 3,360.00 3,360.00 3,360.00 10"PVC 485 LF 29.40 14,259.00 488 LF 27.99 13,659.12 10"DI _ 13,659.12 21 LF 44.10 926.10 21 LF 43.98 923.58 923.58 Type II 48"MH 3 LS2,850.00 8,550.00 3' LS 3,220.29 9,660.87 9,660.87 SurveRedeaign Manhole#29 1 LS 1,554.00 1,554.00 1,554.00 y 1 LS 1,538.00 1,538.00 1,538.00 Testing SoilsOverXSewer , 1 LS 3,054.00 3,054.00 3,054.00 Extra Depth 1 LS 394.00 394.00 394.00 9 VF 315.00 2,835.00 9 VF 315.00 2,835.00 2,835.00 De-Water 1 LS 1,575.00 1,575.00 1 LS 1,575.00 1,575.00 1,838.96 Quarry Rock 1 LS 1,575.00 1,575.00 1 LS 838.96 838.96 838.96 Export Unsuitable 725 TN 10.50 7,612.50 810 TN 3.55 2,875.50 Select Backfill 9,072.50 1260 TN 13.00 16,380.00 1702 TN 11.20 19,062.40 19,062.40 Sweeper for Import 1 LS2,040.00 2,040.00 2,040.00 Sawcut,demo,restore road 1 LS 3,750.00 3,750.00 1 LS 3,750.00 3,750.00 Construct temp road 3,142.00 1 LS 1,890.00 1,890.00 1 LS 3,142.00 3,142.00 3,142.00 Pothole ex utils 1 LS 1,260.00 1,260.00 1 LS 1, 260.00 1,260.00 Repair 24"culvert 1,260.00 1 LS 525.00 525.00 1 LS 525.00 525.00 525.00 Connect to ex lift sta 1 LS 1,050.00 1,050.00 1 LS 1,077.45 1,077.45 1,077.45 Traffic cntrl 1 LS 1,260.00 1,260.00 1 LS 1,260.00 1,260.00 1,260.00 Test and t.v. 1 LS 535.00 535.00 1 LS 642.62 642.62 Extra Depth Manhole#1 642.62 6 FT 299.32 1,795.92 1,795.92 _ field supervision and general conditions LS 0.00 1 LS 4,286.50 4,286.50 4,286.50 Subtotal 71,962.60 85,729.92 85,729.92 Tax(8.8%) 6,332.71 7,544.23 7,544.23 Contincency(15%) 10,794.39 0.0o 0.00 Total 89,089.70 93,274.15 93,274.15 Hoquiam Ave SS Install&SS Rd Restoration Includes West Side Road Restoration Design&permit fees 1 LS 13,414.00 13,414.00 1 LS 13,414.00 13,414.00 3,353.50 Soils Testing-Road and Sewer J1_ LS 1,880.00 1,880.00 470.00 Asbuilt and Survey 1 LS 2,400.00 2,400.00 600.00 Topo and design 1 LS 4,800.00 4,800.00 1,200.00 48"MH 3 EA 2,850.00 8,550.00 3 EA 3,229.57 9,688.71 2,422.18 Extra depth 3 VF 315.00 945.003 VF 340.81 1,022.43 255.61 8"PVC Off-Site 493 LF 24.50 12,078.50 529 LF 79.00 41,791.00 10,447.75 6"PVC 90 LF 1 20.00 1,800.00 60 LF 128.44 7,706.40 1,926.60 Pothole exist utils 1 LS 900.00 900.00 1 LS 900.00 900.00 225.00 Export spoils 438 CY 10.50 4,599.00 598 CY 10.50 6,279.00 1,569.75 Select backfill 644 TN 13.00 8,372.00 1368 TN 10.80 14,774.40 3,693.60 Sawcut 1026 LF 3.52 3,611.52 1026 LF 3.52 3,611.52 902.88 Traffic cntrl-Signs-Submittals 1 LS 8,000.00 8,000.00 1 LS 6,900.00 6,900.00 1,72500 4"ATB 155 TN 52.00 8,060.00 116 TN 52.00 6,032.00 1,508.00 Test and t.v. 493 LF_ 0.88 433.84 631 LF 1.27 801.37 200.34 Raise MH to finish grade 3 EA 253.00 759.00 3 EA 488.12 1,464 36 368.09 Grinding asphalt demo&remove 110 TN 32.00 3,520.00 184 TN 32.00 5,888.00 1,472.00 Remove 9"subgrade 110 CY 9.20 1,012.00 0 CY 9.20 0.00 000 Install crushed rock base 120 TN 18.31 2,197.20 367.02 TN 19.40 7,120.19 1,780.05 Fine Grade 1 LS 1,325.28 1,325.28 331.32 2"Class b 75 TN 60.00 4,500.00 151.5 TN 60.00 9,090.00 2,272.50 Striping 1 LS 1,000.00 1,000.00 1 LS 924.80 92480 231.20 5%Field supervision and general conditions LS _ 0.00 1 LS 7,779.66 7,779.66 1,944.9T Subtotal 83,752.06 155,593.11 38,898.28 Only Taxable Items @ (8.8%) 5,234.11 8,431.27 2,107.82 Contincency(15%) 10,550.71 0.00 0.00 Millilille Total 99,536.88 164,024.38 41,006.10 ''‘i 1 1, --,, \....„..„-- 4 , , , TRACT G , t-- OPEN &PACE -,--:1-- ------- ...._:--,--,--- .............4„ 4 g 182)1It 8P. - LIJ lii E 0 0 . c.) 0 ca E -A \ ' 1 1' / 20, A.• ix w ft'co , t , --- ST01111 DETENTI• IX, 0 OPEN SPACE tf " 1 -• _dig .. ACT Ilawall 414Ct .ii, I0,393t SP. --r-1 0\ 1 •• 1 r0,,','/i:T;....CV1::Nikl N, . ibl° _ _ ,,,"_ _______./\ .-'''' _ ', ILL. -1 I ''s \`,- ' *4",`'‘ ''' ' N-•_ — N ....1 1 I k ‘,, -3- -4.L.1 _... 0§.. •• - - 3 - - EMEMENT; 1 _i_ BUFFER I A .:1'44-0F. . __ _ _let_ ___— ; ' 20 ----"s,,,,4 CO ' 1 , , 7 _ I 8,512 e,P. I 6,321 SF. I I - 430 I 9,253 4 i ^ # ---- I I I i, I \NO i i RC:i k„....„"•••• L_Nct 1 r ...:3 - 1141 111111.1” Ir.' ft.. . , € r- I - #_. _1 „ _ _ ... ?#. ACCEbo EAillENT--1 1^- -- - 1 - - -- UTILITY- 00, I I )./Ye -- - — - sew&sz,._- 12 -1---- 1863± S.F. 5 , ! ,„ _ , ..,,,„, - . ' , Alci,.' . -,-4,7 ;-.,-:-;.,.,z , -,1,;'-,,c-7-,k17.:::--•:',:,,,i \ ' i40 .i13111. Mit-*-. 1,,,7,42,„ ;,,aati,,,,- :''. ,---,?•-,;;-', "''''-• •-.^.4,t. — ... '"'-. ' '' -,--,,,,--.. z,rk, .,5,:- KITSAP I A . NE. 1 1 \ - . -710 \--., • N1$ _ _ - -- • • -0 14 , --1-- 1 - __ 1 1 II -\ 1- 1 1 _ 4- I 4,64egmENT',,, -I, If •,.; ——--- 1: -1.--- _ I 1-._,.25 Igt Zri-P-)-. N...... ,., .. y !! v- a , -I: '''-r' ' ).-: -- . II° „-• p , , "' 24 ,Il - --- ----I I -- -2-5 -71-------, 'NI, - I I/1 .z k I; 1 5'6 eF• I I --, • ao .41.,6 41 .,- ._ ------....... ---... .,, '.•‘. - C.) (i) CITY OF RENTON COUNCIL AGENDA BILL I- AI #: Submitting Data: For Agenda of: March 5, 2007 Dept/Div/Board.. PBPW/Utilities System Division Staff Contact Dave Christensen(ext. 7212) Agenda Status Consent X Subject: Public Hearing.. Consultant Agreement for the Pre-Design Report for the Correspondence.. Replacement of the Heather Downs Interceptor Ordinance Resolution Old Business Exhibits: New Business Consultant Agreement Study Sessions Information Recommended Action: Approvals: Council Concur Legal Dept Finance Dept Other Fiscal Impact: Expenditure Required... $189,900 Transfer/Amendment kiwiAmount Budgeted $200,000 Revenue Generated Total Project Budget $300,000 City Share Total Project SUMMARY OF ACTION: The Wastewater Utility, as part of its adopted 2007 Capital Improvement Program, has identified the need to perform a pre-design report for the replacement of the Heather Downs Interceptor. Roth Hill Engineering Partners was selected to perform the work from the 2007 Utilities Systems Annual Consultant Engineering Roster. The proposed contract, in the amount of$189,900, is within the established budget for the project, including sufficient funding to complete final design upon completion of the pre-design and determination of a preferred alternative for construction. STAFF RECOMMENDATION: Approve the contract with Roth Hill Engineering Partners, in the amount of$189,900, for the Pre- design Report for the Replacement of the Heather Downs Interceptor, and authorize the Mayor and City Clerk to execute the contract. H:\File Sys\WWP-WasteWater\WWP-03-0000 Correspondence-Wastewater\davec\Heather Downs Agnbill.doc\DMCtp ENGINEERING ANNUAL CONSULTANT AGREEMENT THIS AGREEMENT,made and entered into on this , day of ,2007,by and between the CITY OF RENTON, WASHINGTON,A MUNICIPAL CORPORATION HEREINAFTER CALLED THE "CITY," and ROTH HILL ENGINEERING PARTNERS,LLC whose address is 2600 116th Avenue NE,#100, Bellevue, WA 98004,at which services will be available for inspection, hereinafter called the"CONSULTANT." PROJECT NAME: Heather Downs Interceptor Upgrade—Pre-Design Report WHEREAS, the City has not sufficient qualified engineering employees to provide the engineering within a reasonable time and the City deems it advisable and is desirous of engaging the professional services and assistance of a qualified professional consulting firm to do the necessary engineering services for the project, and WHEREAS, the Consultant has represented and by entering into this Agreement now represents,that it is in full compliance with the statutes of the state of Washington for registration of professional engineers,has a current valid corporate certificate from the state of Washington or has a valid assumed name filing with the Secretary of State and that all personnel to be assigned to the services required under this Agreement are fully qualified to perform the services to which they will be assigned in a competent and professional manner,and that sufficient qualified personnel are on staff or readily available to Consultant to staff this Agreement. WHEREAS, the Consultant has indicated that it desires to perform the services set forth in the Agreement upon the terms and conditions set forth below. NOW THEREFORE, in consideration of the terms, conditions, covenants and performances contained herein below, the parties hereto agree as follows: *m,,,,, SCOPE OF SERVICES The Consultant shall furnish, and hereby warrants that it has, the necessary equipment,materials,and professionally trained and experienced personnel to facilitate completion of the services described in Exhibit A, Scope of Services, which is attached hereto and incorporated into this Agreement as though fully set forth herein. The Consultant shall perform all services described in this Agreement in accordance with the latest edition and amendments to local and state regulations, guidelines and policies. The Consultant shall prepare such information and studies as it may deem pertinent and necessary, in order to pass judgment in a sound engineering manner on the features of the services. The Consultant shall make such minor changes, amendments, or revisions in the detail of the services as may be required by the City. This item does not constitute an "Extra Services" item as related in Section VIII of the Agreement. The services deliverables shall be verified for accuracy by a complete check by the Consultant. The Consultant will be held responsible for the accuracy of the services deliverables, even though accepted by the City. II DESIGN CRITERIA The City will designate the basic premises and criteria for the services needed. Reports and plans,to the extent feasible, shall be developed in accordance with the latest edition and amendments of local and State regulations, guidelines, and specifications, including, but not limited to the following: Now F\0015\00016\Predesign\PM\Annual Consultant Agreement Heather Downs Predesign.doc I 1. Washington State Department of Transportation/American Public Works Association(WSDOT/APWA), "Standard Specifications for Road,Bridge,and Municipal Construction," as amended by Renton Standard Specification. *41401 2. WSDOT/APWA, "Standard Plans for Road,Bridge and Municipal Construction." 3. Washington State Department of Transportation, "Highway Design Manual." 4. American Association of State Highway and Transportation Officials, "Standard Specifications for Highway Bridges." 5. Washington State Department of Transportation, "Bridge Design Manual,Volumes 1 and 2." 6. Washington State Department of Transportation, "Manual of Highways Hydraulics," except hydrologic analysis as described in item 14. 7. Washington State Depai tinent of Transportation, "Materials Laboratory Outline." 8. Transportation Research Board, "Highway Capacity Manual." 9. U.S.Depai tiuent of Transportation,Federal Highway Administration, "Manual on Uniform Traffic Control Devices for Streets and Highways." 10. Washington State Depai tment of Transportation, "Construction Manual." 11. Washington State Department of Transportation, "Local Agency Guidelines." 12. Standard drawings prepared by the City and furnished to the Consultant shall be used as a guide in all cases where they fit design conditions. Renton Design Standards,and Renton Specifications shall be used as they pertain. 13. Metro Transit, design criteria. 14. King County Surface Water Design Manual, Sections 1.2 and 1.3 of Chapter 1,and Chapters 3,4, and 5. 15. American Association of State Highway and Transportation Officials, "A Policy on Geometric Design of Highways and Streets." III ITEMS TO BE FURNISHED TO THE CONSULTANT BY THE CITY The City will furnish the Consultant copies of documents which are available to the City that will facilitate the preparation of the plans, studies, specifications, and estimates within the limits of the assigned services. All other records needed for the study must be obtained by the Consultant. The Consultant will coordinate with other available sources to obtain data or records available to those agencies. The Consultant shall be responsible for this and any other data collection to the extent provided for in the Scope of Services. City will provide to Consultant all data in City's possession relating to Consultants services on the project. Consultant will reasonably rely upon the accuracy,timeliness, and completeness of the information provided by the City. Should field studies be needed, the Consultant will perform such services to the extent provided for in the Scope of Services. The City will not be obligated to perform any such field studies. F.\001500016\Predesign\PM\Annual Consultant Agrcement_Heathcr Downs Predesign doc 2 _ F IV OWNERSHIP OF PRODUCTS AND DOCUMENTS TO BE FURNISHED BY THE CONSULTANT Documents, exhibits or other presentations for the services covered by this Agreement shall be furnished by the Consultant to the City upon completion of the various phases of the project. All such material, including working documents,notes, maps,drawings,photo,photographic negatives, etc. used in the project, shall become and remain the property of the City and may be used by it without restriction. Any use of such documents by the City not directly related to the project pursuant to which the documents were prepared by the Consultant shall be without any liability whatsoever to the Consultant. All written documents and products shall be printed on recycled paper when practicable. Use of the chasing-arrow symbol identifying the recycled content of the paper shall be used whenever practicable. All documents will be printed on both sides of the recycled paper,as feasible. V TIME OF BEGINNING AND COMPLETION The services detailed in the Scope of Services will be performed according to Exhibit B,Time Schedule of Completion, attached hereto and incorporated herein as though fully set forth. It is agreed that all the Consultant's services are to be completed and all products shall be delivered by the Consultant unless there are delays due to factors that are beyond the control of the Consultant. The Consultant shall not begin services under the terms of this Agreement until authorized in writing by the City. If, after receiving Notice to Proceed,the Consultant is delayed in the performance of its services by factors that are beyond its control,the Consultant shall notify the City of the delay and shall prepare a revised estimate of the time and cost needed to complete the Project and submit the revision to the City for its approval. Time schedules are subject to mutual agreement for any revision unless specifically described as otherwise herein. Now Delays attributable to or caused by one of the parties hereto amounting to 30 days or more affecting the completion of the services may be considered a cause for renegotiation or termination of this Agreement by the other party. VI PAYMENT The Consultant shall be paid by the City for completed services rendered under this Agreement as provided hereinafter as specified in Exhibit C, Schedule of Hourly Rates. Such payment shall be full compensation for services rendered and for all labor, materials, supplies, equipment,and incidentals necessary to complete the services. All billings for compensation for services performed under this Agreement will list actual time(days and/or hours)and dates during which the services were performed. Payment for these services shall not exceed $189,900 without a written amendment to this contract, agreed to and signed by both parties. 1. Payment. a. Billing Rates. Payment for the CONSULTANT's services shall be at the CONSULTANT'S stated billing rate, which includes base compensation and indirect overhead costs. The standard billing rate of individual personnel assigned to CITY projects shall be calculated as a direct multiplication of the assignee's base compensation rate or hourly equivalent, factored by the CONSULTANT's standard fee multiplier. The CONSULTANT may review and modify the fee multiplier once per year. The CONSULTANT may review and modify the base compensation rate of individuals in employment of the CONSULTANT once ,,. per year. The schedule of billing rates is attached to this Agreement as Exhibit C. F\0015\00016\Predesign\PM\Alma]Consultant Agreement_Heather Downs Predesign doc 3 b. Reimbursable Expenses. Direct Expenses such as mileage,computer station time and certain equipment shall be charged according to the standard schedule of direct reimbursable expenses attached to this Agreement as part of Exhibit C. The CONSULTANT may update the expense schedule two(2)times per year. c. Invoice Format. The CONSULTANT's invoices shall itemize the hours and fees in a format mutually agreed upon. d. Payment Due. Invoices shall be submitted by the CONSULTANT monthly, are due upon presentation and shall be considered past due if not paid within thirty(30)calendar days of the due date. The CITY will inform the CONSULTANT of the standard monthly invoice submittal schedule that will facilitate the CITY's timely payment of invoices. e. Interest. If payment in full is not received by the CONSULTANT within thirty(30)calendar days of the due date,invoices shall bear interest at one-and-one-half(1.5)percent of the PAST DUE amount per month,which shall be calculated from the invoice due date. Payment thereafter shall be first applied to accrued interest and then to the unpaid principal. Payment for extra services performed under this Agreement shall be paid as agreed to by the parties hereto in writing at the time extra services are authorized. (Section VIII"EXTRA SERVICES"). A short narrative progress report shall accompany each voucher for progress payment. The report shall include discussion of any problems and potential causes for delay. To provide a means of verifying the invoiced salary costs for consultant employees,the City may conduct employee interviews. Acceptance of such final payment by the Consultant shall constitute a release of all claims of any nature,related to this Agreement, which the Consultant may have against the City unless such claims are specifically reserved in writing and transmitted to the City by the Consultant prior to its acceptance. Said final payment shall not,however, be a bar to any claims that the City may have against the Consultant or to any remedies the City may pursue with respect to such claims. The Consultant and its subconsultants shall keep available for inspection,by the City, for a period of three years after final payment, the cost records and accounts pertaining to this Agreement and all items related to,or bearing upon,these records. If any litigation, claim or audit is started before the expiration of the three-year retention period,the records shall be retained until all litigation, claims or audit findings involving the records have been resolved. The three-year retention period starts when the Consultant receives final payment. VII CHANGES IN SERVICES The Consultant shall make all such revisions and changes in the completed service deliverables of this Agreement as are necessary to correct errors appearing therein,when required to do so by the City, without additional compensation. Should the City find it desirable for its own purposes to have previously satisfactorily completed services or parts thereof revised,the Consultant shall make such revisions, if requested and as directed by the City in writing. These services shall be considered as Extra Services and will be paid for as provided in Section VIII. F\0015\00016\Predesign\PM\Annual Consultant Agreement Heather Downs Predesign.doc 4 VIII EXTRA SERVICES Irtiow The City may desire to have the Consultant render services in connection with the Project in addition to or other than services provided for by the expressed intent of the Scope of Services. Such services will be considered as Extra Services and will be specified in a written supplement which will set forth the nature and scope thereof. Services under a supplement shall not proceed until authorized in writing by the City. Any dispute as to whether services are Extra Services or services already covered under this Agreement shall be resolved before the services are undertaken. Performance of the services by the Consultant prior to resolution of any such dispute shall waive any claim by the Consultant for compensation as Extra Services. IX EMPLOYMENT The Consultant warrants that it has not employed or retained any company or person,other than a bona fide employee working solely for the Consultant,to solicit or secure this contract and that he has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Consultant, any fee, commission,percentage,brokerage fee,gifts or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty,the City shall have the right to annul this Agreement without liability, or in its discretion to deduct from the Agreement price or consideration or otherwise recover, the full amount of such fee,commission,percentage,brokerage fee, gift or contingent fee. Any and all employees of the Consultant,while engaged in the performance of any services required by the Consultant under this Agreement,shall be considered employees of the Consultant only and not of the City and any and all claims that may or might arise under the Workman's Compensation Act on behalf of said employees,while so engaged and any and all claims made by a third party as a consequence of any negligent act or omission on the part of the Consultant's employees,while so engaged on any of the services provided to be rendered herein, shall be the sole obligation and responsibility of the Consultant. The Consultant shall not engage,on a full or part-time basis, or other basis,during the period of the contract, any professional or technical personnel who are, or have been at any time during the period of this contract, in the employ of the City except regularly retired employees, without written consent of the City. If during the time period of this Agreement,the Consultant finds it necessary to increase its professional,technical, or clerical staff as a result of this project,the Consultant will actively solicit minorities through their advertisement and interview process. X NONDISCRIMINATION The Consultant agrees not to discriminate against any client, employee or applicant for employment or for services because of race, creed, color,national origin, marital status, sex, age or handicap except for a bona fide occupational qualification with regard to,but not limited to the following: employment upgrading; demotion or transfer; recruitment or any recruitment advertising; layoff or terminations; rates of pay or other forms of compensation; selection for training; rendition of services. The Consultant understands and agrees that if it violates this Non- Discrimination provision, this Agreement may be terminated by the City and further that the Consultant shall be barred from performing any services for the City now or in the future,unless a showing is made satisfactory to the City that discriminatory practices have terminated and that recurrence of such action is unlikely. Nr✓ F\0015\000I6\Predesign\PMWtnual Consultant Agr....ment_Heather Downs Predesign.doc 5 ark. XI TERMINATION OF AGREEMENT A. The City reserves the right to terminate this Agreement at any time upon not less than ten(10)daysNaid written notice to the Consultant,subject to the City's obligation to pay Consultant in accordance with subparagraphs C and D below. B. In the event of the death of a member,partner or officer of the Consultant,or any of its supervisory personnel assigned to the project,the surviving members of the Consultant hereby agree to complete the services under the terms of this Agreement,if requested to do so by the City. This section shall not be a bar to renegotiations of this Agreement between surviving members of the Consultant and the City,if the City so chooses. In the event of the death of any of the parties listed in the previous paragraph, should the surviving members of the Consultant,with the City's concurrence,desire to terminate this Agreement,payment shall be made as set forth in Subsection C of this section. C. In the event this Agreement is terminated by the City,other than for fault on the part of the Consultant, the CONSULTANT shall be compensated for all services performed and reimbursable expenses incurred prior to the receipt of notice of suspension. In addition,upon resumption of services,the CITY shall compensate the CONSULTANT for expenses incurred as a result of the suspension and resumption of its services, and the CONSULTANT's schedule and fees for the remainder of the services may be equitably adjusted upon mutual agreement. D. In the event the services of the Consultant are terminated by the City for fault on the part of the Consultant, the above stated formula for payment shall not apply. In such an event the amount to be paid shall be determined by the City with consideration given to the actual costs incurred by the Consultant in performing the services to the date of termination,the extent of services originally required which was ' satisfactorily completed to date of termination, whether those services are in a form or of a type which is usable to the City at the time of termination, the cost to the City of employing another firm to complete the services required and the time which may be required to do so,and other factors which affect the value to the City of the services performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount which would have been made if the formula set forth in subsection C above had been applied. E. In the event this Agreement is terminated prior to completion of the services, the original copies of all Engineering plans,reports and documents prepared by the Consultant prior to termination shall become the property of the City for its use without restriction. Such unrestricted use not occurring as a part of this project, shall be without liability or legal exposure to the Consultant. F. Payment for any part of the services by the City shall not constitute a waiver by the City of any remedies of any type it may have against the Consultant for any breach of this Agreement by the Consultant,or for failure of the Consultant to perform services required of it by the City. Forbearance of any rights under the Agreement will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the Consultant. XII DISPUTES Any dispute concerning questions of facts in connection with services not disposed of by agreement between the Consultant and the City shall be referred for determination to the Director of Planning/Building/Public Works or his/her successors and delegates, whose decision in the matter shall be final and conclusive on the parties to this Ise Agreement. F-\0015\00016\Predesign\PM\Annual Consultant Agreurcnt_Heather Downs Predesign.doc 6 In the event that either party is required to institute legal action or proceedings to enforce any of its rights in this Agreement,both parties agree that any such action shall be brought in the Superior Court of the State of Washington,situated in King County. XIII LEGAL RELATIONS The Consultant shall comply with all Federal Government, State and local laws and ordinances applicable to the services to be performed under this Agreement. This contract shall be interpreted and construed in accordance with the laws of Washington. The Consultant agrees to indemnify, defend and hold the City and its officers and employees harmless from and shall process and defend at its own expense all claims, demands or suits at law or equity arising in whole or part from the Consultant's errors, omissions, or negligent acts under this Agreement provided that nothing herein shall require the Consultant to indemnify the City against and hold harmless the City from claims,demands or suits based upon the conduct of the City, its officers or employees and provided further that if the claims or suits are caused by or result from the concurrent negligence of(a)the Consultant's agents or employees and(b) the City, its agents, officers and employees,this provision with respect to claims or suits based upon such concurrent negligence shall be valid and enforceable only to the extent of the Consultant's negligence or the negligence of the Consultant's agents or employees except as limited below. The Consultant shall secure general liability,property damage,auto liability, and professional liability coverage in the amount of$1.0 million,with a General Aggregate in the amount of$2 million, unless waived or reduced by the City. The Consultant shall submit a completed City of Renton Insurance Information Form, and the Standard Accord Certification Form prior to the execution of the contract. The City of Renton shall be named as an "additional insured"on all contracts/projects. The Consultant shall also submit copies of the declarations pages of relevant insurance policies to the City within 30 days of contract acceptance if requested. The Certification and Declaration page(s)shall be in a form as approved by the City. If the City's Risk Manager has the Declaration page(s) on file from a previous contract and no changes in insurance coverage has occurred, only the Certification Form will be required. The limits of said insurance shall not, however, limit the liability of Consultant hereunder. All coverages provided by the Consultant shall be in a form,and underwritten by a company acceptable to the City. The City will normally require carriers to have minimum A.M.Best rating of A XII. The Consultant shall keep all required coverages in full force and effect during the life of this project, and a minimum of forty-five days notice shall be given to the City prior to the cancellation of any policy. The Consultant shall verify, when submitting first payment invoice and annually thereafter,possession of a current City of Renton business license while conducting services for the City. The Consultant shall require,and provide verification upon request, that all subconsultants participating in a City project possess a current City of Renton business license. The Consultant shall provide, and obtain City approval of, a traffic control plan prior to conducting activities in City right-of-way. The Consultant's relation to the City shall be at all times as an independent contractor. Nome F\00 I 500016\Predesign\PM\Annual Consultant Agreement Heather Downs Predcsign.doe 7 XIV SUBLETTING OR ASSIGNING OF CONTRACTS The Consultant shall not sublet or assign any of the services covered by this Agreement without the express consent '''S of the City. XV ENDORSEMENT OF PLANS The Consultant shall place their certification on all plans, specifications, estimates or any other engineering data furnished by them in accordance with RCW 18.43.070. XVI COMPLETE AGREEMENT This document and referenced attachments contain all covenants, stipulations,and provisions agreed upon by the parties. Any supplements to this Agreement will be in writing and executed and will become part of this Agreement. No agent,or representative of either party has authority to make,and the parties shall not be bound by or be liable for, any statement,representation,promise, or agreement not set forth herein. No changes, amendments,or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as an amendment to this Agreement. The invalidity or unenforceability of any provision in this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. XVII EXECUTION AND ACCEPTANCE \*110; This Agreement may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The Consultant does hereby ratify and adopt all statements, representations, warranties, covenants, and agreements contained in the Request for Qualifications, and the supporting materials submitted by the Consultant, and does hereby accept the Agreement and agrees to all of the terms and conditions thereof. IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the day and year first above written. CONS I.:r:�\ir CITY OF RENTON zC (b (0-7 John . 'oth,III, Executive Vice President Date Kathy Keolker, Mayor Date ATTEST: Bonnie I. Walton, City Clerk F:\00]5\00016\Predesign\PM\Annual Consultant Agreement_Heather Downs Predestgn doe 8 EXHIBIT A SCOPE OF SERVICES City of Renton Heather Downs Interceptor Upgrade Pre-Design Report Roth Hill Engineering Partners, LLC Project No. 0015.00016.001 PROJECT DESCRIPTION AND PURPOSE The City of Renton recently had Roth Hill perform an analysis of the sewer system piping within the Heather Downs Drainage Basin to identify any capacity issues within the basin. This analysis indicated the Heather Downs Interceptor would experience capacity problems due to population growth and increased infiltration and inflow (I&I). The purpose of this project is to evaluate the feasibility of the identified alternatives and to prepare a Pre-Design Report to address the capacity issues and prepare the 30% design of the proposed alternative. Roth Hill will review options for upsizing the existing mains to handle the increased flows, as well as investigate potential routes for new sewer mains to divert flows from the problem areas. Roth Hill will gather topographic information on the rims and inverts of the manholes along the Heather Downs Interceptor as well as other key manholes where flows may be diverted. This information will be incorporated into the City's sewer hydraulic model. The model will then be used to verify capacity issues within the interceptor; necessary pipe size upgrades and alternative routing impacts on the downstream conveyance system. The project will review fir► potential construction methods for the proposed improvements and develop preliminary, planning level, opinions of probable construction costs. Regulatory and property acquisition requirements will be identified for each alternative. This information will be summarized in a Feasibility Study and a recommendation will be provided on the preferred alternative. SCOPE OF SERVICES AND TASKS This scope of services consists of five tasks for an estimated cost of$189,900. Task A: Survey Services (261 Hours, $24,200) Task Lead: Tony Fisher, P.E. Roth Hill will collect topographic information on the Heather Downs Interceptor and adjacent key manholes. The topographic surveying will be broken into two phases. For the first phase the collected data will be limited to the rim elevation, invert elevations, pipe diameters, and pipe materials at each manhole. This information will be incorporated into the City's Mouse Model. Specific tasks for this effort are as follows: Manhole Data Collection • Researching survey control information. • Setting survey control points in field. • Collecting manhole data. • Reducing manhole data and prepare drawing depicting sewer information. • Incorporating data into the City's Mouse Model. Nifty' F:100151000161Predesign\PM\SOS_Predesign Repod_021507.doc 2/15/2007 Heather Downs Interceptor Upgrade Pre-Design Report Exhibit A Scope of Services Page 2 of 5 The second phase will occur after the Feasibility Study, wherein the route is selected. The survey services include collecting detailed topographic information on the proposed route alternative to be used in generating 30% design plans. This phase will include locating utilities N.4101 and the collecting of information on above ground surface features such as trees larger than 6- inches in diameter, storm drain catch basins, water valves, fire hydrants, water meters, pavement limits, curb/gutter, sidewalk, utility vaults, poles and pedestals. Specific tasks for this effort are as follows: Detailed Topographic Survey • Locating utilities. • Collecting detailed topographic information. • Collecting storm drain measure down information. • Processing field survey data and preparing a base map. • Performing quality assurance, quality control, and field verification. • Providing office support (PLS)for required survey tasks. Deliverables • None. Manhole information collected will be incorporated into the Mouse Model. Detailed topographic survey data will be used to generate 30% design plans. Tasks Not Included: • Obtaining rights of entry onto private property to locate manholes (City will be responsible for this activity). Task B: Feasibility Study (229 Hours, $25,700) Task Lead: Tony Fisher, P.E. Roth Hill will analyze the two alternatives identified in the Heather Downs Sewer System Analysis Report to determine the feasibility of each alternative and recommend a preferred alternative. Roth Hill will then prepare a technical memorandum summarizing the results of its analysis. Specific activities will include: • Identifying potential routes based on existing King County and City of Renton aerial and topographic information. • Preparing preliminary 11"x17" drawings showing the proposed routes using existing King County and City of Renton drawing information. • Visiting the site to explore potential routes and to identify potential construction issues. • Researching and identifying the regulatory requirements for each alternative, including the required permits, anticipated permit requirements/issues, permit acquisition time frames and costs, and any special study requirements. • Identifying land acquisition (easements) needs for each alternative as well as obtaining the property information on affected properties and estimating land acquisition costs. • Identifying sensitive area impacts for each alternative. • Investigating potential construction methods for installing the proposed improvements, including overland installation down steep slopes, trenchless technologies such as pipe bursting or horizontal directional drilling, and conventional open cut trenching. • Running the City's sewer hydraulic model with the new survey data to verify the capacity issues and the success of the proposed alternative in addressing those issues. • Preparing preliminary planning-level opinions of probable construction costs. F:\0015100016\Predesign\PM\SOS_Predesign Report_021507.doc 2/15/2007 • Heather Downs Interceptor Upgrade Pre-Design Report Exhibit A Scope of Services Page 3 of 5 • Preparing and submitting a draft technical memorandum with feasibility results and recommendations. iitme • Conducting in-house quality assurance (QA) reviews. • Meeting with the City to discuss the proposed routes and the feasibility results. • Preparing and submitting a final technical memorandum with feasibility results and recommendations. Deliverables • Two (2) paper copies of the Draft Feasibility Technical Memorandum • Two (2) paper copies of the Final Feasibility Technical Memorandum Task C: Pre-Design Report (262 Hours, $30,400) Task Lead: Tony Fisher, P.E. Upon completion of the Feasibility Study, Roth Hill will perform the preliminary design of the selected alternative. A pre-design report will summarizes the design decisions made by the Roth Hill team and City Staff of the selected alternative. Roth Hill will prepare 30% design plans to be incorporated into the pre-design report. Specific activities will include: • Preparing 30% design drawings of the selected route alternative. • Preparing a 30% opinion of probable construction costs of the selected route alternative. • Developing engineering design phase scope and budget for next phase of the project. • Preparing Draft pre-design report and conduct internal QA/QC. • Submitting Draft Pre-Design Report to City for review. • Incorporating City review comments and preparing Final Pre-Design Report. lar Deliverables • Two (2) paper copies of the Draft Pre-Design Report. • Two (2) paper copies of the Final Pre-Design Report. Tasks Not Included: • • Easement preparation and/or negotiations (City will be responsible for this activity). • Permit applications or submittals. • Environmental studies and/or reports not specifically identified herein. • Submittal of a report to DOE (pursuant to WAC 173-240) if the preferred alternative is not in included in the City's existing Comprehensive Sewer Plan. • Preparing an amendment to the City's Comprehensive Sewer Plan, if required. Task D: Geotechnical Engineering (590 Hours, $99,600) Task Lead: Tony Fisher, P.E. Roth Hill will engage the services of Shannon and Wilson to assist Roth Hill with the geotechnical Issues. A detailed scope and budget from Shannon & Wilson has been included as Exhibit D. The geotechnical engineering will be divided into two phases. The first phase will consist of evaluating the feasibility of the various construction alternatives for each of the route alternatives. The second phase will consist of subsurface exploration of the proposed route and preparing a geotechnical engineering report. The subsurface exploration may consist of deep borings and shallow test pits to determine the viability of horizontal directional drilling and/or pipe bursting construction methods as well as above ground installation of the pipe down the steep slopes. Specific activities will include: F:10015\000161Predesign\PMMSOS_Predesign Report_021507.doc 2/15/2007 Heather Downs Interceptor Upgrade Pre-Design Report Exhibit A Scope of Services Page 4 of 5 Phase I • Collecting and reviewing existing geotechnical and geologic information in the vicinity of the project, including geologic and LIDAR maps, well logs,and aerial photographs. • Conducting a geologic field reconnaissance of the slope in the vicinity of the proposed sewer main. • Evaluating the feasibility of constructing the sewer improvements on the ground surface along the steep slope. • Evaluating construction alternatives for crossing the stream. • Developing an opinion of probable construction costs. • Coordinating with the Geotechnical Engineer. • Attending two (2) meetings to discuss proposed construction methods and opinions of probable construction costs for each alternative. • Preparing a report summarizing the findings from the geotechnical review. Deliverables • Two (2) copies of a report from Shannon and Wilson that summarizes their findings. Phase II • Preparing exhibits showing the drilling locations for use by the City in obtaining rights of entry onto private property. • Conducting a geotechnical investigation, including subsurface explorations as described in Exhibit D. • Performing laboratory testing on soil samples acquired form the subsurface borings. • Developing geologic profiles and performing geotechnical analysis. • Applying for a right of way use permit and a grading permit from King County for the drilling activity. A Department of Ecology drilling permit will be obtained by the drilling contractor. • Preparing a draft and final geotechnical engineering report for inclusion in the pre design report Deliverables • Two (2)copies of the draft geotechnical engineering report. • Two (2) copies of the final geotechnical engineering report. Tasks Not Included: • Environmental assessments or evaluations regarding the presence or absence of wetlands or hazardous/toxic materials in the soils surface water, groundwater or air. • Any evaluation for disposal of contaminated soils or groundwater. • Obtaining rights of entry onto private property to perform geologic evaluation. Roth Hill will prepare exhibits showing drilling locations, but the City will be responsible for any right of entry acquisition. Task E: Project Management (72 Hours, $10,000) Task Lead: Tony Fisher, P.E. Roth Hill will provide project management necessary to keep the project on track and running smoothly. Specific tasks for this effort are as follows: • Developing Project Plan • Managing consultant's staff and tasks and providing general project administration. F:\00151000161Predesign\PM\SOS_Predesign Report_021507.doc 2/15/2007 Heather Downs Interceptor Upgrade Pre-Design Report Exhibit A Scope of Services Page 5 of 5 • Monitoring progress against projected schedule, scope of service, and budget and administering monthly invoicing to City. • Communicating with City staff regarding the design progress, any issues of concern, project requirements, periodic reviews, and overall project schedule. Deliverables • Developing a detailed Project Plan including Scope of Services, Project Schedule, and Estimated Engineering Fee worksheet. • Monthly invoices. • Correspondence as required. Tasks Not Included: • Procurement of sub-consultant services other than geotechnical engineer. END OF EXHIBIT A New F:\00151000161Predesign\PM1SOS_Predesign Report_021507.doc 2/15/2007 Exhibit B City of Renton Heather Downs Interceptor Upgrade Pre-Design Report Roth Hill Engineering Partners, LLC PROJECT SCHEDULE Task Begin End Phase 1 April 2007 August 2007 Phase 2 September 2007 March 2008 F:\0015\000161Predesign\PM\Exhibit B_Schedule.doc 1 Printed:2/15/2007 EXHIBIT C sow" SCHEDULE OF HOURLY RATES Roth Hill Engineering Partners, LLC. fee schedule by staff and reimburseable expense classification as of January 01, 2007. Rates are subject to modification. Staff Time Classification Hourly Billing Rate Range EIT/Sr. Designer $65.00 - $90.00 Civil Specialist $88.00 - $132.00 Engineer $113.00 - $143.00 Project Manager $117.00 - $149.00 Planner $80.00 - $100.00 Technician $52.00 - $77.00 CAD (includes mapping and GIS) $78.00 - $95.00 Construction Representative $56.00 - $117.00 Surveyor $45.00 - $85.00 Project Surveyor(PLS) $95.00 - $110.00 Administrative $29.00 - $81.00 Administrative Lead $101.00 - $129.00 Director/Principal $133.00 - $172.00 Reimburseable Expenses Nimie Travel Vehicle Mileage IRS Standard Rate (currently$0.485) Prints Black &White Laser CADD plots (up to 11x17) $1.25 per sheet Color Laser prints (up to 11x17) $1.50 per sheet Ink Jet CADD plots (large format) $7.50 per sheet CD Production $2.00 per cd Computer Station $10.00 per hour Map/Drawing Scanning $5.00 per sheet Field Equipment Flo-Tote (flow monitoring) $30.00 per day Turbidimeter(water quality monitoring) $5.00 per day Conventional Surveying Instruments $5.00 per hour Standard Surveying Total Station $10.00 per hour Robotic Surveying Total Station $15.00 per hour GPS/RTK $20.00 per hour No charges are billed for the following items: 1. Long distance phone calls 2. Fax services 3. Postage 4. Photocopy paper or stationary for in-house production 5. In-house Photocopy-no "per copy" charge, but related labor is billed F:\_Internal\Accounting\Rate Sheets\Rate Sheets\Standard January 1,2007 Exhibit C.xls EXHIBIT D GEOTECHNICAL PROPOSAL void F 10015\00016\Predesign\PM\Annual Consultant Agreement_Heather Downs Predesign doc 10 ="1 SHANNON &WILSON INC ACOLORAD LASKA GEOTECHNICAL AND ENVIRONMENTAL CONSULTANTS ORMISSOURI FLORIDA N S OREGON WASHINGTOI I February 14, 2007 Mr. Tony Fisher Roth Hill Engineering Partners 2600 116th Avenue NE, Suite 100 Bellevue, WA 98004 RE: REVISED PROPOSAL FOR PHASE I AND PHASE II GEOTECHNICAL ENGINEERING SERVICES, HEATHER DOWNS INTERCEPTOR UPGRADE, RENTON,WASHINGTON Dear Mr. Fisher: We are pleased to present this revised proposal for conducting studies for a feasibility analysis (Phase I)and design(Phase II) for the proposed upgrade of an existing sanitary sewer system in Renton, Washington. We previously proposed services to evaluate alternatives for the steep slope portion of the project that included trenchless construction methods. This proposal addresses only the proposed construction of surface-mounted pipe for the steep-slope portion of the project. This proposal supersedes all previous proposals that we have provided Roth Hill Engineering Partners for this project. Phase II design studies will be performed depending on the outcome of the Phase I Nary study. Our scope of services and estimated cost are enclosed as Exhibit D, as you requested. Our services are based on information you provided about the project and a visit to the site with you. We understand that you will issue a contract for this work, and that Exhibit D will be incorporated into the contract. If you have any questions about our estimated cost and scope of services,please contact me at 206-695-6887. Sincerely, SHANNON & WIL 0 ,INC. womb 44(6 heodor 5 .kips, L.E.G. Associate TWH:RJG/twh Enclosures: Exhibit D—Revised Scope of Services and Estimated Cost(6 pages) Standard General Terms and Conditions, SEA-GH-2007 (1/2007) Important Information About Your Geotechnical Proposal 21-3-51265-003-LI r111.daciwpiEET 400 NORTH 34TH STREET•SUITE 100 21-3-51265-003 ,I'. P.O. BOX 300303 Revised 2/14/2007 SEATTLE, WASHINGTON 98103 206.632.8020 FAX 206.695.6777 TDD: 1.800.833.6388 wwwshannonwilson.com Ain 6. SHANNON&WILSON.INC. EXHIBIT D—REVISED SCOPE OF SERVICES AND ESTIMATED COSTS SITE DESCRIPTION AND PROJECT UNDERSTANDING The proposed Heather Downs Interceptor Upgrade project is located in the City of Renton(City on the northern side of the Cedar River valley. The project will increase the capacity of the existing sewer system and will include constructing a new sewer main from the top of the plateau down the steep slope of the valley wall,including crossing a deeply incised valley cut into the plateau. This steep slope portion of the project is anticipated to extend from the southern end of Union Avenue SE down to the Maplewood Golf Course below. We understand that the sewer main is to be 10 inches in diameter. The project also includes upsizing existing pipe in the residential area at the top of the slope. Approximately 2,500 lineal feet of 8-to 10-inch-diameter pipe is to be upsized to 12 inches in diameter using pipe bursting. We understand that the pipe is buried between 6 and 27 feet below the street grade. From a preliminary review of site information,we understand that the hillside in the vicinity of the proposed route is very steep and as much as 200 feet high. Soils underlying the plateau in the vicinity of the project comprise recessional sand and gravel and till just below the upland ground surface. These soils are likely underlain by coarse-grained layers of sand and gravel and finer- grained layers of silt and clay. We understand that the soils on the steep slope are prone to instability. To connect to the existing sewer line at the Maplewood Golf Course, the proposed pipeline will need to cross under a stream that we understand is a Class 2 (salmonid bearing) stream. To assist Roth Hill Engineering Partners (Roth Hill)and the City with this project, Shannon& Wilson will perform the work in two phases. Phase I studies will evaluate the feasibility of constructing surface-mounted,high-density polyethylene(HDPE)pipe on the steep slope and two potential alternatives for crossing the stream. Our analysis will be based on available information. No design engineering or subsurface explorations will be performed for this phase of the project. Potential construction alternatives to be considered for the stream crossing include horizontal directional drilling and microtunneling. For Phase II studies, Shannon&Wilson will perform a geotechnical investigation and provide recommendations and assist in design for the proposed pipe bursting of existing pipe at the top of the slope, construction of the surface-mounted pipe on the steep slope, installation of the pipe in trenches from the base of the slope to near the stream, and the crossing beneath the stream. Our scope of services and estimated fees for Phase I and Phase II studies follows. 21-3-51265-003-LI rill ExD.doc/wp/EET 21-3-51265-003 Exhibit D-1 Revised 2/14/2007 SHANNON FiWILSON,INC. litre SCOPE OF SERVICES Phase I Studies To support Roth Hill's Feasibility Study,we will perform a reconnaissance-level evaluation of the proposed construction,including stream crossing alternatives,and provide an opinion of probable costs. For Phase I studies,we propose the following scope of services: ► Collect and review existing available geotechnical and geologic information in the vicinity of the project, including geologic and Light Detection and Ranging(LIDAR) maps, well logs, and aerial photographs. ► Perform a geologic field reconnaissance of the slope in the vicinity of the proposed sewer main to identify surface geology and features such as unstable soils, landslides, springs and seepage, and other surface information. ► Evaluate the feasibility of constructing the proposed sewer by mounting the pipe on the ground surface along the steep slope,provide construction alternatives for the stream crossing, and develop an opinion of probable construction costs. ► Attend two meetings: one to collect existing geotechnical data from the City and one to discuss feasibility and construction alternatives and considerations. ► Prepare a letter report presenting our analysis of construction alternatives, including our opinion of probable construction costs. '�rrr Phase II Studies Upon completion of Roth Hill's Feasibility Study, and once the City has elected to proceed with the project using a particular construction methodology,we will perform additional geotechnical studies. These studies will support the 30 percent design of the project, and possibly evaluate pipe bursting in the residential area located at the top of the steep slope. Geotechnical Investigation We estimate that we will perform three soil borings and four test pits along the proposed new construction portion of the alignment, and two shallow soil borings and two test pits along the pipe-bursting portion of the alignment to characterize geotechnical conditions. The actual subsurface explorations may vary, depending on direction given by-the City upon completion of Roth Hill's Feasibility Study. For the proposed new construction, one boring will be drilled to an approximate depth of 40 feet at the top of the steep slope to evaluate anchoring the pipe, and two borings will be drilled to approximate depths of 45 feet at the bottom of the slope on each side of the stream at the location of the proposed crossing. One test pit will be excavated at the top of the slope, and three test pits will be excavated at the bottom of the slope to evaluate conditions for trenching 21-3-51265-003-LI rill E D.dodwp/EET 21-3-51265-003 Exhibit D-2 Revised 2/14/2007 SHANNON 6WILSON.INC. and trenchless construction for the stream crossing. We have included budget for performing 4100 shallow borings,using hand-operated equipment to evaluate surficial conditions on the steep slope. For the pipe-bursting portion of the alignment,two borings will be drilled and two test pits will be excavated. The borings will be drilled to approximate depths of 15 and 30 feet. The two test pits excavated in the street will be backfilled, compacted,and repaved. Vacuum excavations to locate the sewer pipe will be performed prior to the test pit excavations. Subsurface Explorations The borings will be drilled using mud-rotary and hollow-stem auger techniques,with soil samples at 5-foot spacings, and selected portions of some of the borings at 21/2-foot spacings. Two shallow standpipe piezometers will be installed in selected borings between the base of the steep slope and the stream to measure groundwater levels. We will coordinate subsurface explorations and prepare necessary documents showing boring locations to support right-of-entry requests and subsurface exploration permit applications for drilling permits. Shannon&Wilson will contact One Call for utility locating. Laboratory Testing We will test selected soil samples acquired from the borings in the laboratory to determine index and engineering properties of the soils. Assumed tests to be performed are water content on all soil samples,two Atterberg Limits, four grain size analyses on selected samples,and one compaction test. Geotechnical Characterization We will develop geologic profiles using information collected during Phase I and Phase II of the geotechnical investigation. Geotechnical Analyses We will perform geotechnical analyses after completing the subsurface explorations, geotechnical characterization, and laboratory testing. Analyses will include an assessment of soil conditions and characteristics, groundwater levels, soil and groundwater loads on shored and trenchless excavations, and other geotechnical engineering parameters needed for the design and construction. We will also provide an estimate of groundwater inflow quantities and dewatering approaches. 21-3-51265-003-L1 rill ExD.doc/wp/EET 21-3-51265-003 Exhibit D-3 Revised 2/14/2007 NIS SHANNON&WILSON,INC. *Nr Geotechnical Design Report We will prepare draft and final geotechnical reports that provide all data,results of our analyses, and our recommendations for design of the project,including construction considerations for the proposed trenchless methods. Design Assistance We will provide design assistance following delivery of our geotechnical report. Meetings We will attend two meetings during Phase II studies to discuss design issues,contractor selection, and construction considerations. Our scope of services and estimated costs are based on the following assumptions: ► All permits and rights-of-entry, other than Washington Department of Ecology well permits,will be provided by Roth Hill or the City. ► Drilling and test pit excavations on the residential streets along the pipe-bursting portion of the project can be conducted with traffic control that does not require flagging. ► The latest project plan and profiles will be provided. Nar,,, SCHEDULE Following our receipt of your notice to proceed for Phase I services, we will begin our literature search and geologic reconnaissance. We anticipate that this work and the preparation of the letter report will be completed about three weeks after receipt of authorization. We likely can begin test pit explorations within two weeks following receipt of Phase II notice to proceed, subject to having necessary rights-of-entry and permits. Borings will likely be started three weeks following receipt of Phase II notice to proceed but are dependent on the schedules of available drilling subcontractors. We anticipate that subsurface explorations will take about two weeks to complete(subsurface explorations complete five weeks following Phase II notice to proceed). Laboratory testing and preparation of the boring logs will be complete about two weeks after the drilling is finished. Final report will be completed about 10 weeks after receipt of Phase II notice to proceed. Our aim is to provide you with the necessary geotechnical information on a timely basis. COST ESTIMATE We are prepared to undertake the above scope of services on a time-and-expense basis and in accordance with the enclosed Standard General Terms and Conditions. We estimate that the cost 21-3-51265-003-L1 rill ExD.doc/wp/EET 21-3-51265-003 lore Exhibit D-4 Revised 2/14/2007 mrrrirrrrrrrrrr► SHANNON 6VVILSON,INC. of our services for this scope of work will be$10,196 for Phase I studies and$70,031 for ' Phase II studies. If additional services not included in the scope of services are necessary,we will request authorization prior to performing those services. We will not exceed the agreed amounts without your prior authorization. A breakdown of these estimated costs is provided in the enclosed table. We have prepared the enclosed"Important Information About Your Geotechnical Proposal"to help you and others understand the use and limitations of our proposals. The above scope of services does not include any environmental assessments or evaluations regarding the presence or absence of wetlands or hazardous or toxic material in the soil, surface water, groundwater,or air,on or below or around this site, or any evaluation for disposal of contaminated soils or groundwater should any be observed. However,we are available to provide these services and will be pleased to discuss these with you if the need arises. 4401 21-3-51265-W3-L1 rIII ExD.doc/wp/EET 21-3-51265-003 Exhibit D-5 Revised 2/14/2007 ( ( ( , SHANNON&WILSON,INC. BREAKDOWN OF REVISED LABOR HOURS AND OTHER DIRECT COSTS HEATHER DOWNS INTERCEPTOR RENTON,WASHINGTON y .. .». r ,,, l� .k'''''',4; :#^ t 2t: ',,3 ,r Ott 1: ss 1 „`t v .4',° .''4' .1'7.a,i c r r `-y F I `T I i 1 S 7 �. "�a4 3r t#:.' 4!!' Irs • L,x7"' E x Itt. s ;� , m i a6,4 l 'tggas, .',V'' r...x„v "z..„ z+ i rY'k` r t 'a t 1� 'vt, c ,1 } ^' -'S� t {`d, c .'T �B sr' i ,. e. ! at' s F �;`„x rt 41 71 a, . , 4 71,... -j., • fs 1, ° t-, A< rt ;', Q g ', H(Y AB • +a..`+.f q/V,4 n'€.x""i ,'',...-4.-;.4% � }b01 , s '1 f e m ®s ,doo.0o s so.00 E EIlE f__ 6100 v, .'.-r :,,,13..,311..,14`1 y ` ', ilia .� ® _, . . , I5.3 Rewew of Existing Information '� � "� " 1 Cnlleclion and Rnie of Es sn14' surface Data • I A 10 S 927 S 921 • • Renew of Acne'Photographs 4 5 S 495 Aerial Photographs 300 1 300 $ 795 Site Reconnaissance 3 6 9 S 945 Vehicle Rental 40 2 80 S 1,025 . 5 18 • 1 �� 380 IGeotechnicd Analysis and Report Geologic Cross Sechons 2 6 4 12 S 1,178 IEUMEMI S I.I78 _Evaluatton of Construction Alternatives 4 2 3 3 12 S 1,695 S 1,695 Opinion of Probable Costs 2 2 4 I 660 S 660 I Pre•aration or Geotechnical R ort - - 3 • 5 2 2 2 14 $ 1,760 Re.roduction 100 I 100 S--- 1,860 9 I I 1 3 8 6 2 �� II10 'Meetings and Coordination 4 Meetings(assume Iwo) 3 3 5 S 440 Vehicle Rental 40 2 Inilligrag 90 S 520 • • Pro ectCoordinauon 4 4 S 540 S 540 10.21 3 7 • 5 =� 8'Ls• IIMIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIMIIIIIIIIII oral Cwt - S 9,636 1111111111.11 56, 10,196 1,Ll i - %f-v a-..6+,`•, y y. c `$.:,w. � ea `-'3 Y.''eo,., »_<::... .._.r«.-a":I. _.__-,-.....:......-..',•:-Z-..._.7:71.. -IT:• .-.. ,...� ..•_-F ..•. t _ .,:.ter ,_����- � eoteehaical Explorations Exploration Coordination and Utility Check I 4 8 I 14 S 1,147 Vacuum Excavation Subcontract 3,300 S 4,447 Permit Assistance 1 1 4 6 5 517 S 517 Bonngs 3 50 53 _S 4.905 Dolling Subcontract 9,450 5 14,355 Hard Borings I I 16 - 16 33 S 2,743 Vehicle Rental 40 2 80 S 2,823 Test Pas 1 4 16 21 S 1,663 Excavations and Restoration Subcontract 7,500 S 9,163 Explorations Logs 4 _ _ 4 10 -18 __T___1,670 Vehicle Rental 40 8 320 5 1950 Well Develo•ment and Icahn., 2 1 - 2 10 - - - - 14 S 1,100 S 1,180 13 81 64 I 159 MINEMIIIIIIIMMILEIBMI eotechnical Analysis and Report Laboratory Testing I 2 2 _5_ S _461 Laboratory Testing 1,550 S 2,011 Groundwaler Evaluatton I 10 4 8 23 8 2,189 S 2,189 Geological Characterization 12 8 4 20 10 54 S 5,152 S 5,152 Geotechnical Analyses 12 12 24 16 8 8 80 S 9,624 S 9,624 P •:ration of Geotechnical R ton 12 24 8 10 16 15 10 95 $ 11,000 Re.roducbon 200 1 200 S 11,200 Subtotal Mall 50 42 26 38 14 35 28 257 IEMETEMINIIIMINIIIIIIIIMIONIMIIIIIIIIMIIIIIIIIIEBNIESIZI eetings and Coordination Meetings(assume Iwo) 8 8 16 S 2,640 Vehicle Rental 40 2 80 S 2,720 Pro<cl Coordmatton 20 20 S 2,700 S 2,700 Subtotal 8 28 's -- - et,!Cost S 47,551 22,480 70,031 (I)Reimbursable expenses will be invoiced at cost plus 15 percent,which is included in the estimated expenses shown. frotai Phase!and Phase II Costs 1 r 80,2271 21-3-51265-003 Exhibit D-6 Revised 2/14/2007 2/14/2007;21-1.51265-003 CE rltl xletwh 4111116. SHANNON &WILSON, INC. Attachment to and part of our Proposal: 21-3-51265-003 AIM— Geotechnical and Environmental Consultants February 14,2007 Date: Mr.Tony Fisher To: Roth Hill Engineering Partners , 41.1101 Heather Downs Interceptor Upgrade, Re: Renton,Washington STANDARD GENERAL TERMS AND CONDITIONS (ALL PURPOSE) ARTICLE 1 —SERVICES OF SHANNON&WILSON Shannon&Wilson's scope of work(Work)shall be limited to those services expressly set forth in its Proposal and is subject to the terms and conditions set forth herein. Shannon&Wilson shall procure and maintain all business and professional licenses and registrations necessary to provide its services. Upon Client's request (and for additional compensation,if not already included in Shannon&Wilson's Proposal),Shannon&Wilson shall assist Client in attempting to obtain,or on behalf of Client and in Client's name attempt to obtain,those permits and approvals required for the project for which Shannon&Wilson's services are being rendered. Client acknowledges,depending on field conditions encountered and subsurface conditions discovered,the number and location of borings,the number and type of field and laboratory tests,and other similar items,as deemed necessary by Shannon&Wilson in the exercise of due care,may need to be increased or decreased;if such modifications are approved by Client,Shannon&Wilson's compensation and schedule shall be equitably adjusted. If conditions actually encountered at the project site differ materially from those represented by Client and/or shown or indicated in the contract documents,or are of an unusual nature which materially differ from those ordinarily encountered and generally recognized as inherent for the locality and character of the services provided for in Shannon&Wilson's scope of work,Shannon&Wilson's compensation and schedule shall be equitably adjusted. Without increasing the scope of work,price,or schedule contained in Shannon&Wilson's Proposal,Shannon&Wilson may employ such subcontractors as Shannon&Wilson deems necessary to assist in furnishing its services. If Shannon&Wilson's scope of work is increased or decreased by Client,Shannon&Wilson's compensation and schedule shall be equitably adjusted. ARTICLE 2—FEES AND EXPENSES FOR RENDERING SERVICES Fees for Shannon &Wilson's services are based on the actual time expended on the project, including travel,by our personnel and will be computed by multiplying the actual number of hours worked times the following rates: Eng/Geol./Hydro./Environ./Risk Assess. Overtime *41800 Officer 195.00 Senior Principal 125.00 Sr.Technician/Drafter 92.00 107.00 Sr.Staff Consultant 175.00 Principal 115.00 Technician/Drafter IV 70.00 81.00 Staff Consultant 150.00 Senior 100.00 Technician/DrafterIII 63.00 75.00 Senior Associate 155.00 Category IV 90.00 Clerical 68.00 80.00 Associate 135.00 Category III 82.00 Technician/Drafter II 57.00 68.00 Category II 73.00 Technician/Drafter I 48.00 60.00 Category I 64.00 SPECIAL SERVICES Computer Analyst 110.00 Info.Resources Spec. 95.00 These rates are for the 2007 calendar year. At the end of each calendar year,our rates will be adjusted for the next calendar year. The hourly rates for the services of our staff will be doubled for time spent actually providing expert testimony. REIMBURSABLE EXPENSES Expenses other than salary costs that are directly attributable to our professional services will be invoiced at our cost plus 15 percent. Examples include,but are not limited to,expenses for out-of-town travel and living,information processing equipment,instrumentation and field equipment rental,special fees and permits,premiums for additional or special insurance where required,long distance telephone charges,local mileage and parking,use of rental vehicles,taxi, reproduction,local and out-of-town delivery service,express mail,photographs,film,laboratory equipment fees,shipping charges and supplies. ARTICLE 3—TIMES FOR RENDERING SERVICES Shannon&Wilson shall perform its services in accordance with the schedule set forth in its Proposal. If Shannon&Wilson's Proposal sets forth specific periods of time for rendering services,or specific dates by which services are to be completed,and such periods of time or dates are extended or delayed through no fault of Shannon&Wilson,Shannon&Wilson's compensation and schedule shall be equitably adjusted. If Shannon&Wilson's schedule is increased or decreased by Client,Shannon&Wilson's compensation shall be equitably adjusted. ARTICLE 4—PAYMENTS TO SHANNON&WILSON Invoices shall be prepared in accordance with Shannon& Wilson's standard invoicing practices and shall be submitted to Client by Shannon&Wilson monthly. The amount billed in each invoice shall be calculated as set forth in Shannon&Wilson's Proposal. Unless Shannon&Wilson's Proposal contains a fixed lump-sum price,Shannon&Wilson's actual fees may exceed the estimate contained in its Proposal. Shannon &Wilson shall not exceed the estimate contained in its Proposal by more than ten percent(10%) without the prior written consent of Client; SEA-GH-2007 Page 1 of 6 (1/2007) SHANNON&WILSON, INC. provided however,unless the Client authorizes additional funds in excess of the estimate contained in Shannon&Wilson's Proposal,Shannon&Wilson shall have no obligation to continue work on the project. Invoices are due and payable within 30 days of receipt. If Client fails to pay Shannon&Wilson's invoice within 30 days after receipt, the amounts due Shannon&Wilson shall accrue interest at the rate of one and one-half percent(1.5%)per month(or the maximum rate of interest permitted by law,if less) 'fie after the 30th day. In addition, Shannon& Wilson may, after giving seven(7)days written notice to Client,suspend services under this Agreement until Shannon&Wilson has been paid in full. If Client disputes Shannon&Wilson's invoice,only the disputed portion(s)may be withheld from payment,and the undisputed portion(s)shall be paid. Records of Shannon&Wilson's direct and indirect costs and expenses pertinent to its compensation under this Agreement shall be kept in accordance with generally accepted accounting practices and applicable federal,state,or local laws and regulations. Upon request,such records shall be made available to Client for inspection on Shannon&Wilson's premises and copies provided to Client at cost. ARTICLE 5—CLIENT'S RESPONSIBILITIES Client shall grant or obtain free access to the project site for all equipment and personnel necessary for Shannon&Wilson to perform its services. ARTICLE 6—STANDARD OF CARE/ABSENCE OF WARRANTIES/NO RESPONSIBILITY FOR SITE SAFETY OR CONTRACTOR'S PERFORMANCE Standard of Care The standard of care for all professional services performed or furnished by Shannon&Wilson under this Agreement shall be the skill and care ordinarily exercised by other members of Shannon&Wilson's profession,providing the same or similar services,under the same or similar circumstances,at the same time and locality as the services were provided by Shannon&Wilson. The construction,alteration,or repair of any object or structure by Shannon&Wilson shall be performed in a good and workmanlike manner in accordance with general industry standards,and conform to this Agreement. Shannon&Wilson warrants for one (1) year from substantial completion of the Work, all goods delivered hereunder shall be new and free from defects in material or workmanship,and shall conform to the specifications, drawings, or sample(s) specified or furnished, if any, and shall be merchantable and fit for their intended purpose(s). Shannon&Wilson warrants that Shannon&Wilson has good and marketable title to all goods delivered hereunder,and that all goods delivered hereunder shall be free and clear of all claims of superior title,liens,and encumbrances of any kind. Subsurface explorations and testing identify actual subsurface conditions only at those points where samples are taken,at the time they are taken. Actual conditions at other locations of the project site,including those inferred to exist between the sample points,may differ significantly from conditions that exist at the sampling locations. The passage of time or intervening causes may cause the actual conditions at the sampling locations to change as well. Interpretations and recommendations made by Shannon & Wilson shall be based solely upon information available to Shannon & Wilson at the time the interpretations and recommendations are made. Shannon&Wilson shall be responsible for the technical accuracy of its services,data,interpretations,and recommendations resulting therefrom,and Client ;hall not be responsible for discovering deficiencies therein. Shannon&Wilson shall correct any substandard work without additional compensation,except 'io,"to the extent that such inaccuracies are directly attributable to deficiencies in Client-furnished information. No Warranties Shannon & Wilson makes no guarantees or warranties, express or implied, under this Agreement or otherwise, about Shannon & Wilson's professional services. Client-Furnished Documents Shannon&Wilson may use requirements,programs,instructions,reports,data,and information furnished by Client to Shannon&Wilson in performing its services under this Agreement. Shannon &Wilson may rely on the accuracy and completeness of requirements,programs,instructions,reports,data,and other information furnished by Client to Shannon& Wilson. Client shall,only to the fullest extent permitted by law,waive any claims against Shannon& Wilson and its subcontractors,and indemnify and hold Shannon&Wilson and its subcontractors harmless from any claims,liability,or expenses(including reasonable attorneys'fees and costs)arising from Shannon&Wilson's reliance on Client-furnished information,except to the extent of Shannon&Wilson's and its subcontractor's negligent or wrongful acts,errors,omissions,or breach of contract. Site Damage Shannon& Wilson shall take reasonable precautions to minimize damage to the project site,but it is understood by Client that,in the normal course of Shannon& Wilson's services, some project site damage may occur,and the correction of such damage is not part of this Agreement unless so stated in Shannon&Wilson's Proposal. Client shall,only to the fullest extent permitted by law,waive any claims against Shannon&Wilson and its subcontractors, and indemnify and hold Shannon&Wilson and its subcontractors harmless from any claims,liability,or expenses(including reasonable attorneys'fees and costs)arising from any project site damage caused by Shannon&Wilson,except to the extent of Shannon&Wilson's and its subcontractor's negligent or wrongful acts,errors,omissions,or breach of contract. Buried Structures If there are any buried structures and/or utilities on the project site where subsurface explorations are to take place,Client shall provide Shannon&Wilson with a plan showing their existing locations. Shannon & Wilson shall contact a utility locator service to request that they identify any public utilities. Shannon&Wilson shall use reasonable care and diligence to avoid contact with buried structures and/or utilities as shown. Shannon&Wilson shall not be liable for any loss or damage to buried structures and/or utilities resulting from inaccuracy of the plans,or lack of plans,or errors by the locator service relating to the location of buried structures and/or utilities. Client shall,only to the fullest extent permitted by law, waive any claims against Shannon& Wilson and its subcontractors,and indemnify,and hold Shannon&Wilson and its subcontractors harmless from any claims,liability,or expenses(including reasonable attorneys'fees and costs)arising from damage to buried structures and/or utilities caused by Shannon&Wilson's sampling,except to the extent of Shannon&Wilson's and its subcontractor's negligent or wrongful acts,errors,omissions,or breach of contract. Aquifer Cross-Contamination Despite the use of due care,unavoidable contamination of soil or groundwater may occur during subsurface exploration when drilling or sampling tools are Ivanced through a contaminated area,linking it to an aquifer, underground stream, or other hydrous body not previously contaminated and capable of 'spreading contaminants off the project site. Because Shannon& Wilson is powerless to totally eliminate this risk despite use of due care, and because sampling is an essential element of Shannon&Wilson's services,Client shall,only to the fullest extent permitted by law,waive any claims against Shannon &Wilson and its subcontractors,and indemnify and hold Shannon&Wilson and its subcontractors harmless from any claims,liability,or expenses(including SEA-GH-2007 Page 2 of b (1/2007) grew. SHANNON&WILSON,INC. reasonable attorneys'fees and costs)arising from cross-contamination caused by Shannon&Wilson's sampling,except to the extent of Shannon&Wilson's and its subcontractor's negligent or wrongful acts,errors,omissions,or breach of contract. Opinions of Probable Construction Costs If opinions of probable construction costs are included in Shannon&Wilson's Proposal,Shannon&Wilson's opinions of probable construction costs shall be made on the basis of its experience and qualifications and represent its judgment as a professional generally familiar with the industry. Opinions of probable construction costs are based,in part,on approximate quantity evaluations that are not accurate enough to permit contractors to prepare bids. Further,since Shannon & Wilson has no control over: the cost of labor, materials, equipment, or services furnished by others; the contractor's actual or proposed construction methods or methods of determining prices;competitive bidding;or market conditions,Shannon&Wilson cannot and does not guarantee that proposals,bids,or actual construction cost will not vary from opinions of the components of probable construction cost prepared by Shannon&Wilson. If Client or any contractor wishes greater assurance as to probable construction cost,Client or contractor shall employ an independent cost estimator. Review of Contractor's Shop Drawings and Submittals If review of a contractor's shop drawings and submittals are included in Shannon&Wilson's Proposal,Shannon&Wilson shall review and take appropriate action on the contractor's submittals,such as shop drawings,product data,samples,and other data,which the contractor is required to submit,but solely for the limited purpose of checking for general overall conformance with Shannon&Wilson's design concept. This review shall not include a review of the accuracy or completeness of details,such as quantities;dimensions;weights or gauges; fabrication processes;construction means,methods,sequences or procedures;coordination of the work with other trades;or construction safety precautions,all of which are the sole responsibility of the contractor. Shannon &Wilson's review shall be conducted with reasonable promptness while allowing sufficient time, in Shannon&Wilson's judgment,to permit adequate review. Review of a specific item shall not be construed to mean that Shannon&Wilson has reviewed the entire assembly of which the item is a component. Shannon&Wilson shall not be responsible for any deviations by the contractor in the shop drawings and submittals from the construction documents,which are not brought to the attention of Shannon&Wilson by the contractor in writing. Construction Observation If construction observation is included in Shannon&Wilson's Proposal,Shannon&Wilson shall visit the project site at intervals Shannon&Wilson deems appropriate,or as otherwise agreed to in writing by Client and Shannon&Wilson,in order to observe and keep Client generally informed of the progress and quality of the work. Such visits and observations are not intended to be an exhaustive check or a detailed inspection of any contractor's work,but rather are to allow Shannon&Wilson,as a professional,to become generally familiar with the work in progress in order to determine,in general,whether the work is progressing in a manner indicating that the work,when fully completed,will be in accordance with Shannon&Wilson's general overall design concept. Shannon&Wilson's authority shall be limited to observing,making technical comments regarding general overall compliance with Shannon&Wilson's design concept,and rejecting any work which it becomes aware of that does not comply with Shannon&Wilson's general overall design concept. Shannon &Wilson's acceptance of any non-conforming work containing latent defects or failure to reject any non-conforming work not inspected by Shannon& Wilson shall not impose any liability on Shannon & Wilson or relieve any contractor from complying with their contract documents. All construction contractors shall be solely responsible for construction site safety,the quality of their work,and adherence to their contract documents. Shannon&Wilson shall have no authority to direct any contractor's actions or stop any contractor's work. If Shannon&Wilson is not retained to provide construction observation of the implementation of its design recommendations,Client shall,only to the fullest extent permitted by law,waive any claims against Shannon&Wilson,and indemnify and hold Shannon&Wilson harmless from any claims,liability,or expenses(including reasonable attorneys' fees and costs)arising from the implementation of Shannon&Wilson's design recommendations,except to the ,44100) extent of Shannon&Wilson's and its subcontractor's negligent or wrongful acts,errors,omissions,or breach of contract. No Responsibility for Site Safety Except for its own subcontractors and employees,Shannon&Wilson shall not:supervise,direct,have control over,or authority to stop any contractor's work; have authority over or responsibility for the means,methods,techniques,sequences,or procedures of construction selected by any contractor;be responsible for safety precautions and programs incident to any contractor's work;or be responsible for any failure of any contractor to comply with laws and regulations applicable to the contractor,all of which are the sole responsibility of the construction contractors. This requirement shall apply continuously,regardless of time or place, and shall in no way be altered because a representative of Shannon & Wilson is present at the project site performing his/her duties. Notwithstanding anything to the contrary, Shannon&Wilson shall never be deemed to have assumed responsibility for the project's site safety by either contract or conduct. No act or direction by Shannon&Wilson shall be deemed the exercise of supervision or control of any contractor's employees or the direction of any contractor's performance. Any direction provided by Shannon&Wilson shall be deemed solely to ensure the contractor's general overall compliance with Shannon&Wilson's design concept. No Responsibility for Contractor's Performance Except for its own subcontractors and employees,Shannon&Wilson shall not be responsible for safety precautions,the quality of any contractor's work,or any contractor's failure to furnish or perform their work in accordance with their contract documents. Except Shannon&Wilson's own employees and its subcontractors,Shannon&Wilson shall not:be responsible for the acts or omissions of any contractor, subcontractor or supplier,or other persons at the project site,or otherwise furnishing or performing any work;or for any decision based on interpretations or clarifications of Shannon&Wilson's design concept given without the consultation and concurrence of Shannon&Wilson. Approval of Contractor's Applications for Payment If approval of a contractor's applications for payment are included in Shannon& Wilson's Proposal,Shannon&Wilson shall review the amounts due the contractor and issue a recommendation about payment to Client. Shannon&Wilson's review and approval shall be limited to an evaluation of the general progress of the work and the information contained in the contractor's application for payment and a representation by Shannon&Wilson that to the best of the Shannon&Wilson's knowledge,the contractor has performed work for which payment has been requested,subject to further testing and inspection upon substantial completion. The issuance of a recommendation for payment shall not be construed as a representation that: Shannon &Wilson has made an exhaustive check or a detailed or continuous inspection check of the quality or quantity of the contractor's work;approved the contractors means,methods, sequences,procedures,or safety precautions;or that contractor's subcontractors,laborers,and suppliers have been paid. ARTICLE 7—CONFIDENTIALITY AND USE OF DOCUMENTS Confidentiality Shannon&Wilson agrees to keep confidential and to not disclose to any person or entity(other than Shannon&Wilson's employees and subcontractors), without the prior consent of Client,all information furnished to Shannon&Wilson by Client or learned by Shannon&Wilson as a result of its work on the 4,400, project;provided however,that these provisions shall not apply to information that: is in the public domain through no fault of Shannon&Wilson;was previously known to Shannon&Wilson;or was independently acquired by Shannon&Wilson from third-parties who were under no obligation to Client to SEA-GH-2007 Page 3 of 6 (1/2007) SHANNON&WILSON, INC. keep said information confidential. This paragraph shall not be construed to in any way restrict Shannon&Wilson from making any disclosures required by law. Client agrees that Shannon&Wilson may use and publish Client's name and a general description of Shannon&Wilson's services with respect to the project in describing Shannon&Wilson's experience and qualifications to others. Copyrights and Patents—Shannon&Wilson shall indemnify,hold harmless, and defend Client from any and all actions,damages, demands, expenses +fir+(including reasonable attorneys'fees and costs),losses,and liabilities arising out of any claims that any goods or services furnished by Subcontractor infringe any patent,trademark,trade name,or copyright. Use of Documents All documents prepared by Shannon& Wilson are instruments of service with respect to the project, and Shannon & Wilson shall retain a copyrighted ownership and property interest therein(including the right of reuse)whether or not the project is completed. Shannon&Wilson grants to Client a non-exclusive,irrevocable, unlimited,royalty-free license to use any documents prepared by Shannon&Wilson for Client. Client may make and retain copies of such documents for their information and use. Such documents are not intended or represented to be suitable for reuse by Client,or others, after the passage of time,on extensions of the project,or on any other project. Any such reuse without written verification or adaptation by Shannon&Wilson,as appropriate for the specific purpose intended,shall be at Client's sole risk,and Client shall,only to the fullest extent permitted by law,waive any claims against Shannon&Wilson and its subcontractors, and indemnify and hold Shannon&Wilson and its subcontractors harmless from any claims,liability,or expenses(including reasonable attorneys'fees and costs)arising from such reuse,except to the extent of Shannon& Wilson's and its subcontractor's negligent or wrongful acts,errors,omissions,or breach of contract. Any verification or adaptation of the documents for extensions of the project or for any other project by Shannon&Wilson shall entitle Shannon&Wilson to additional compensation to be agreed upon by Client and Shannon&Wilson. Copies of documents that may be relied upon by Client are limited to the printed copies(also known as hard copies)that are signed or sealed by Shannon& Wilson. Text,data,or graphics files in electronic media format are furnished solely for the convenience of Client. Any conclusion or information obtained or derived from such electronic files shall be at the user's sole risk. If there is a discrepancy between the electronic files and the hard copies,the hard copies govern. Because data stored in electronic media can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving an electronic file agrees that it shall perform acceptance tests or procedures within 60 days after its receipt,after which,unless notice of any errors are given in writing to the delivering party,the receiving party shall be deemed to have accepted the data thus transferred. Any errors reported within the 60- day acceptance period shall be corrected by the party delivering the electronic files at their sole expense. Shannon&Wilson shall not be responsible for maintaining documents stored in electronic media format after acceptance by Client. When transferring documents in electronic media format, neither Client nor Shannon& Wilson makes any representations as to long-term compatibility, usability,or readability of documents resulting from the use of software application packages,operating systems,or computer hardware differing from those used for the document's creation. ARTICLE 8—INSURANCE 'hannon&Wilson shall purchase and maintain during the term of this contract,the following insurance coverage at its sole expense: commercial General Liability-$1,000,000 each occurrence/$2,000,000 annual aggregate Bodily Injury/Property Damage Combined Single Limit including Blanket Contractual Liability,Broad Form Products and Completed Operations,Explosion/Collapse/Underground(XCU)Exposures,and Washington Stop Gap coverage. Auto Liability-$1,000,000 Bodily Injury/Property Damage Combined Single Limit including Owned,Hired,and Non-Owned Liability coverage. Umbrella Liability-$10,000,000 Bodily Injury/Property Damage combined Single Limit in excess of Commercial General Liability, Auto Liability, and Employers'Liability. Workers' Compensation-Statutory in monopolistic states and$500,000 per accident/$500,000 per disease/$500,000 disease policy aggregate Employers' Liability in non-monopolistic including if applicable,U.S.Longshore&Harbor Workers coverage. Professional Liability-$5,000,000 per claims/$5,000,000 annual aggregate for professional errors and omissions including Pollution Liability coverage. If requested in writing by Client,Shannon&Wilson shall name Client as an additional insured on its Commercial General Liability policy. If requested in writing by Client, Shannon &Wilson shall deliver to Client certificates of insurance evidencing such coverage. Such certificates shall be furnished before commencement of Shannon&Wilson's services. Client shall cause Shannon&Wilson and its subcontractors to be listed as additional insureds on any Commercial General Liability insurance carried by Client that is applicable to the project. Client shall require the project owner to require the general contractor on the project to purchase and maintain Commercial General Liability,Automobile Liability, Workers Compensation, and Employers Liability insurance, with limits no less than set forth above, and to cause Shannon & Wilson and its subcontractors to be listed as additional insureds on that Commercial General Liability insurance. Client shall require the project owner include the substance of this paragraph in the prime construction contract. All insurance policies shall contain a waiver of subrogation. ARTICLE 9—HAZARDOUS ENVIRONMENTAL CONDITIONS Disclosure of the Existence of Hazardous Environmental Conditions Client has disclosed to Shannon& Wilson all data known to Client concerning known or suspected hazardous environmental conditions,including but not limited to,the existence of all asbestos,PCBs,petroleum,hazardous waste,or radioactive material,if any,located at or near the project site,including its type, quantity,and location,or has represented to Shannon&Wilson that,to the best of Client's knowledge,no hazardous environmental conditions exist at or near the project site. ny hazardous environmental condition is encountered or believed to exist,Shannon&Wilson shall notify Client and,to the extent required by applicable s4triolks and regulations,the project site owner,and appropriate governmental officials. SEA-GH-2007 Page 4 of 6 (12007) SHANNON&WILSON, INC. Disposal of Non-Hazardous Samples and Hazardous or Toxic Substances All substances on,in,or under the project site,or obtained from the project site as samples or as byproducts(e.g.,drill cuttings and fluids)of the sampling process are the project site owner's property. Shannon&Wilson shall preserve such samples for forty-five(45)calendar days after Shannon&Wilson's issuance to Client of the final instrument of service that relates to the data obtained from them. Shannon&Wilson shall dispose of all non-hazardous samples and sampling process byproducts in accordance with applicable law;provided however,any samples or sampling process byproducts that are,or are believed ttto to be,affected by regulated contaminants shall be packaged by Shannon&Wilson in accordance with applicable law,and turned over to Client or left on the project site.Shannon&Wilson shall not transport store,treat,dispose of,or arrange for the transportation,storage,treatment,or disposal of,any substances known,believed,or suspected to be affected by regulated contaminants,nor shall Shannon&Wilson subcontract for such activities. Shannon&Wilson shall,at Client's request(and for additional compensation,if not already included in Shannon&Wilson's Proposal),help Client or the project site owner identify appropriate alternatives for transportation,storage,treatment,or disposal of such substances,but Shannon&Wilson shall not make any independent determination about the selection of a transportation,storage,treatment,or disposal facility. Client or the project site owner shall sign all manifests for the transportation,storage,treatment,or disposal of substances affected by regulated contaminants; provided however, notwithstanding any other provisions of this Agreement to the contrary if Client directs Shannon & Wilson, Shannon & Wilson's employees,or Shannon&Wilson's agents to sign such manifests and/or to hire for Client or the project site owner a contractor to transport store,treat,or dispose of the contaminated substances,Shannon&Wilson shall do so only as Client's disclosed agent. Contaminated Equipment and Consumables Client shall reimburse Shannon & Wilson for the cost of decontaminating field or laboratory equipment that is contaminated by regulated materials encountered at the project site and for the cost of disposal and replacement of contaminated consumables. In some instances,the cost of decontamination may exceed the fair market value of the equipment,were it not contaminated,together with the cost of properly transporting and disposing of the equipment. In such instances,Shannon&Wilson will notify Client and give Client the option of paying for decontamination or purchasing the equipment at its fair market value immediately prior to contamination. If Client elects to purchase equipment,Client and Shannon&Wilson will enter into a specific agreement for that purpose. Any equipment that cannot be decontaminated shall be considered a consumable. Client's Liability for Hazardous or Toxic Materials Except to the extent caused by Shannon&Wilson's and its subcontractor's negligent or wrongful acts,errors,omissions,or breach of contract,and only to the maximum extent permitted by law,Client shall: indemnify and hold harmless Shannon&Wilson,its subcontractors and their partners,officers,directors, employees,and agents;from and against any and all actions(whether sounding in tort,contract(express or implied),warranty(express or implied),statutory liability,strict liability,or otherwise),claims(including,but not limited to,claims for bodily injury,death,property damage(including bodily injury,death,or property damage to Shannon&Wilson's own employees),or arising under CERCLA,MTCA,or similar federal,state,or local environmental laws),costs, damages(including without limitation,economic,non-economic,general,special,incidental,consequential),demands,expenses(including,but not limited to,reasonable attorneys'fees and costs of defense),fines,judgments,liens,liabilities,and penalties of any kind whatsoever;arising from the arrangement for and/or ownership, operation, generation, labeling, transportation, storage, disposal, treatment, release, or threatened release of any hazardous or toxic materials,as defined by CERCLA,MTCA,or similar federal,state,or local environmental laws,on and/or from the project site. ARTICLE 10—ALLOCATION OF RISK Indemnification of Client To the maximum extent permitted by law,Shannon&Wilson shall:indemnify and hold harmless Client,its appointed and elected officials,partners,officers, directors,employees,and agents;from and against any and all actions(whether sounding in tort,contract(express or implied),warranty(express or implied), statutory liability, strict liability,or otherwise), claims (including, but not limited to, claims for bodily injury, death, property damage,(including bodily injury,death,or property damage to Shannon&Wilson's own employees)or arising under CERCLA,MICA,or similar federal,state,or local environmental laws),costs,damages(including without limitation,economic,non-economic,general,special,incidental,consequential),demands,expenses(including,but not limited to,reasonable attorneys' fees and costs of defense),fines,judgments, liens,liabilities,and penalties of any kind whatsoever; arising from the negligent or wrongful acts,errors,or omissions,or breach of contract or warranty express or implied,by Shannon&Wilson or any of its subcontractors;but only to the extent of Shannon&Wilson's and its subcontractor's relative degree of fault. In furtherance of these obligations,and only with respect to Client, its appointed and elected officials,partners,officers,directors,employees and agents,Shannon&Wilson waives any immunity it may have or limitation on the amount or type of damages imposed under any industrial insurance,worker's compensation,disability,employee benefit,or similar laws. Shannon& Wilson acknowledges that this waiver of immunity was mutually negotiated. Limitation of Shannon&Wilson's Liability A.Total Liability Limited to Insurance Proceeds Notwithstanding any other provisions of this Agreement,and only to the maximum extent permitted by law,the total liability,in the aggregate,of Shannon& Wilson,its subcontractors,and their partners,officers, directors,employees,agents and,or any of them, to Client and/or anyone claiming by,through,or under Client,for any and all actions(whether sounding in tort,contract(express or implied),warranty(express or implied),statutory liability,strict liability, or otherwise),claims(including,but not limited to,claims for bodily injury,death,property damage,(including bodily injury,death,or property damage to Shannon&Wilson's own employees)or arising under CERCLA,MTCA,or similar federal,state,or local environmental laws),costs,damages(including without limitation, economic, non-economic, general, special, incidental, consequential), demands, expenses (including, but not limited to, reasonable attorneys' fees and costs of defense),fines,judgments,liens,liabilities,and penalties of any kind whatsoever,arising out of,resulting from,or in any way related to the project or this Agreement,shall be limited to the insurance proceeds payable on behalf of or to Shannon&Wilson by any insurance policies applicable thereto. If you are unwilling or unable to limit our liability in this manner, we will negotiate this limitation and its associated impact on our approach,scope of work,schedule,and price, with you. You must notify us in writing before we commence our work of your intention to negotiate this limitation and its associated impact on our approach, scope of work,schedule, and price. Absent your prior written notification to the contrary, we will proceed on the basis that our total liability is limited as set forth above. B.Professional Liability Limited to$50,000 or 10%of Fee With respect to professional errors or omissions only,notwithstanding any other provisions of this Agreement,and only to the maximum extent permitted by law,the total liability,in the aggregate,of Shannon&Wilson,its subcontractors,and their partners,officers,directors,employees,agents,or any of them,to Client and/or anyone claiming by,through,or under Client,for any and all actions(whether sounding in tort,contract(express or implied),warranty(express or implied),statutory liability,strict liability,or otherwise),claims(including,but not limited to,claims for bodily injury,death,property damage(including bodily injury, death, or property damage to Shannon &Wilson's own employees) or arising under CERCLA, MTCA,or similar federal, state, or local environmental laws),costs,damages(including without limitation,economic,non-economic,general,special,incidental,consequential),demands,expenses `Uttrl (including,but not limited to,reasonable attorneys'fees and costs of defense),fines,judgments,liens,liabilities,and penalties of any kind whatsoever,arising SEA-GH-2007 Page 5 of 6 (!/2007) • SHANNON&WILSON, INC. out of, resulting from,or in any way related to the professional errors or omissions of Shannon& Wilson, its subcontractors,or their partners,officers, directors,employees,agents or,or any of them,shall not exceed the aggregate total amount of$50,000.00,or ten percent(10%)of the total compensation actually paid to Shannon&Wilson under this Agreement,whichever is greater. If you are unwilling or unable to limit our professional liability to these sums, we will negotiate the amount of this limitation and its associated impact on our approach,scope of work,schedule,and price,with you. You must notify us in writing before we commence our work of your intention to negotiate the amount of this limitation and its associated impact on our approach,scope of work, schedule, and price. Absent your prior written notification to the contrary,we will proceed on the basis that our total professional liability is limited to $50,000.00 or ten percent(10%)of the total compensation actually paid to Shannon&Wilson under this Agreement,whichever is greater. ARTICLE 11—MISCELLANEOUS Termination This Agreement may be terminated without further obligation or liability by either party,with or without cause(for convenience),upon 30 days prior written notice to the other. Shannon & Wilson shall be entitled to compensation for all services performed prior to the termination of this Agreement. This Agreement may be terminated by the non-breaching party upon any breach of this Agreement that remains uncured after 10 days notice to the breaching party by the non-breaching party. Upon payment of all amounts due Shannon&Wilson,Client shall be entitled to copies of Shannon&Wilson's files and records pertaining to services performed prior to the termination of this Agreement. Successors,Assigns,and Beneficiaries This Agreement shall be binding upon each party's assigns,successors,executors,administrators,and legal representatives. Neither Client nor Shannon&Wilson may assign or transfer any rights under or interest in this Agreement without the written consent of the other. No assignment shall release or discharge the assignor from any duty or responsibility under this Agreement. Nothing in this Agreement shall be construed to create,impose,or give rise to any duty owed by Client or Shannon&Wilson to any third-party. All duties and responsibilities undertaken under this Agreement shall be for the sole and exclusive benefit of Client and Shannon&Wilson. There are no intended third-party beneficiaries. Notwithstanding the foregoing,should a court find a third-party to be a beneficiary of this Agreement,it is the intent of the parties that the judicially created third-party beneficiary be bound by and subject to all of the terms and conditions of this Agreement. Jurisdiction,Venue,and Choice of Law Any applicable Statute of Limitation shall be deemed to commence running on the date which the claimant knew,or should have known,of the facts giving rise to their claims,but in no event later than the date of substantial completion of Shannon&Wilson's services under this Agreement. To the maximum extent permitted by law,as a condition precedent to commencing a judicial proceeding,a party shall give written notice of their claims,including all amounts claimed,and the factual basis for their claims,to the other party within one(I)year of when the claimant knew,or should have known,of the facts giving rise to their claims,but in no event later than one(1)year from the date of substantial completion of Shannon&Wilson's services under this Agreement. As a condition precedent to commencing a judicial proceeding,a party shall first submit their claims to non-binding mediation through and in accordance with the rules of the American Arbitration Association. This Agreement shall be construed in accordance with and governed by the laws(except choice and conflict of law provisions) of the state in which the Project is located. .ny judicial action shall be brought in the state in which the Project is located. Attorneys'Fees Should any dispute or claims arise out of this Agreement,whether sounding in tort,contract(express or implied),warranty(express or implied),statutory liability,strict liability,or otherwise,the prevailing party shall be entitled to an award of their reasonable attorneys'fees and costs,including upon appeal and in the enforcement of any judgment. Should neither party prevail on all of their claims or receive all of the relief they sought,then the substantially prevailing party shall be awarded their reasonable attorneys'fees and costs,including upon appeal and in the enforcement of any judgment. Waiver A waiver of any of the terms and conditions or breaches of this Agreement shall not operate as a subsequent waiver. Headings The headings used in this agreement are for general ease of reference only. They have no meaning and are not part of this Agreement. Integration This Agreement, together with all attachments hereto,are incorporated by reference into each other,and supercede all prior written and oral discussions, representations,negotiations,and agreements on the subject matter of this Agreement and represent the parties'complete,entire,and final understanding of the subject matter of this Agreement. Survival Notwithstanding completion or termination of this Agreement for any reason, all representations, warranties, limitations of liability, and indemnification obligations contained in this Agreement shall survive such completion or termination and remain in full force and effect until fulfilled. Severability • If any of the terms or conditions of this Agreement are found to be void or unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect,and the court shall attempt to judicially reform the void or unenforceable provisions to the maximum extent possible,consistent with the original intent expressed in the provisions,to render it valid and enforceable. If the court is unable to reform the provisions to render it valid and enforceable, the court shall strike only that portion which is invalid or unenforceable, and this Agreement shall then be construed without reference to the void or unenforceable provisions. `rlttr' SEA-GH-2007 Page 6 of 6 (1!2007) :�rrr SHANNON &WILSON, INC. Attachment to and part of Proposal 21-3-51265-003 Geotechnical and Environmental Consultants Date: February 14,2007 To: Mr.Tony Fisher Roth Hill Engineering Partners IMPORTANT INFORMATION ABOUT YOUR GEOTECHNICAL/ENVIRONMENTAL PROPOSAL More construction problems are caused by site subsurface conditions than any other factor. The following suggestions and observations are offered to help you manage your risks. HAVE REALISTIC EXPECTATIONS. If you have never before dealt with geotechnical or environmental issues, you should recognize that site exploration identifies actual subsurface conditions at those points where samples are taken, at the time they are taken. The data derived are extrapolated by the consultant,who then applies judgment to render an opinion about overall subsurface conditions;their reaction to construction activity; appropriate design of foundations,slopes,impoundments,recovery wells;and other construction and/or remediation elements. Even under optimal circumstances,actual conditions may differ from those inferred to exist,because no consultant,no matter how qualified,and no subsurface program,no matter how comprehensive,can reveal what is hidden by earth,rock,and time. DEVELOP THE SUBSURFACE EXPLORATION PLAN WITH CARE. The nature of subsurface explorations—the types, quantities, and locations of procedures used—in large measure determines the effectiveness of the geotechnicaUenvironmental report and the design based upon it. The more comprehensive a subsurface exploration and testing program,the more information it provides to the consultant,helping to reduce the risk of unanticipated conditions and the attendant risk of costly delays and disputes. Even the cost of subsurface construction may be lowered. Developing a proper subsurface exploration plan is a basic element of geotechnical/environmental design,which should be accomplished jointly by the consultant and the client(or designated professional representatives). This helps the parties involved recognize mutual concerns and makes the client aware of the technical options available. Clients who develop a subsurface exploration plan without the involvement and concur,once of a consultant may be required to assume responsibility and liability for the plan's adequacy. READ GENERAL CONDITIONS CAREFULLY. Most consultants include standard general contract conditions in their proposals. One of the general conditions most commonly employed is to limit the consulting firm's liability. Known as a"risk allocation"or"limitation of liability,"this approach helps prevent problems at the beginning and establishes a fair and reasonable framework for handling them,should they arise. Various other elements of general conditions delineate your consultants responsibilities. These are used to help eliminate confusion and misunderstandings,thereby helping all parties recognize who is responsible for different tasks. In all cases,read your consultant's general conditions carefully and ask any questions you may have. HAVE YOUR CONSULTANT WORK WITH OTHER DESIGN PROFESSIONALS. Costly problems can occur when other design professionals develop their plans based on misinterpretations of a consultant's report. To help avoid misinterpretations, retain your consultant to work with other project design professionals who are affected by the geotechn- icaUenvironmental report. This allows a consultant to explain report implications to design professionals affected by them,and to review their plans and specifications so that issues can be dealt with adequately. Although some other design professionals may be familiar with geotechnical/environmental concerns,none knows as much about them as a competent consultant. `4401001 Page 1 of 2 1/2007 • OBTAIN CONSTRUCTION MONITORING SERVICES. Most experienced clients also retain their consultant to serve during the construction phase of their projects. Involvement during the construction phase is particularly important because this permits the consultant to be on hand quickly to evaluate unanticipated conditions, to conduct additional tests if required, and when necessary, to recommend alternative solutions to problems. The consultant can also monitor the geotechnical/environmental work performed by contractors. It is essential to recognize that the construction recommendations included in a report are preliminary,because they must be based on the assumption that conditions revealed through selective exploratory sampling are indicative of actual conditions throughout a site. Because actual subsurface conditions can be discerned only during earthwork and/or drilling, design consultants need to observe those conditions in order to provide their recommendations. Only the consultant who prepares the report is fully familiar with the background information needed to determine whether or not the report's recommendations are valid. The consultant submitting the report cannot assume responsibility or liability for the adequacy of preliminary recommendations if another party is retained to observe construction. REALIZE THAT ENVIRONMENTAL ISSUES MAY NOT HAVE BEEN ADDRESSED. If you have requested only a geotechnical engineering proposal, it will not include services needed to evaluate the likelihood of contamination by hazardous materials or other pollutants. Given the liabilities involved,it is prudent practice to always have a site reviewed from an environmental viewpoint. A consultant cannot be responsible for failing to detect contaminants when the services needed to perform that function are not being provided. ONE OF THE OBLIGATIONS OF YOUR CONSULTANT IS TO PROTECT THE SAFETY, PROPERTY,AND WELFARE OF THE PUBLIC. A geotechnical/environmental investigation will sometimes disclose the existence of conditions that may endanger the safety,health, property,or welfare of the public. Your consultant may be obligated under rules of professional conduct,or statutory or common law,to notify you and others of these conditions. RELY ON YOUR CONSULTANT FOR ADDITIONAL ASSISTANCE. Four consulting firm is familiar with several techniques and approaches that can be used to help reduce risk exposure for all parties to a construction project,from design through construction. Ask your consultant,not only about geotechnical and environmental issues,but others as well, to learn about approaches that may be of genuine benefit. The preceding paragraphs are based on information provided by the ASFE/Association of Engineering Finns Practicing in the Geosciences,Silver Spring,Maryland Nitro, Page 2 of 2 1/2007 Arrrmrrr► RESOLUTION NO. 3229 CITY OF RENTON SUMMARY OF FAIR PRACTICES POLICY ADOPTED BY RESOLUTION NO. 3229 It is the policy of the City of Renton to promote and provide equal treatment and service to all citizens and to ensure equal employment opportunity to all persons without regard to race, color, national origin, ethnic background, gender, marital status, religion, age or disability, when the City of Renton can reasonably accommodate the disability, of employees and applicants for employment and fair, non-discriminatory treatment to all citizens. All departments of the City of Renton shall adhere to the following guidelines: (1) EMPLOYMENT PRACTICES - The City of Renton will ensure all employment related activities included recruitment, selection, promotion, demotion, training, retention and separation are conducted in a manner which is based on job-related criteria which does not discriminate against women, minorities and other protected classes. Human resources decisions will be in accordance with individual performance, staffing requirements, governing civil service rules, and labor contract agreements. (2) COOPERATION WITH HUMAN RIGHTS ORGANIZATIONS - The City of Renton will cooperate fully with all organizations and commissions organized to promote fair practices and equal opportunity in employment. (3) AFFIRMATIVE ACTION PLAN - The City of Renton Affirmative Action Plan and Equal Employment Program will be maintained and administered to facilitate equitable representation with the City work force and to assure equal employment opportunity to all. It shall be the responsibility of elected officials, the Mayor, the Affirmative Action Officer, department administrators, managers, supervisors, Contract Compliance Officers and all employees to carry out the policies, guidelines and corrective measures set forth in the Affirmative Action Plan and Equal Employment Program. (4) CONTRACTORS' OBLIGATIONS - Contractors, sub-contractors, consultants and suppliers conducting business with the City of Renton shall affirm and subscribe to the Fair Practices and Non-discrimination policies set forth by the law and in the City's Affirmative Action Plan and Equal Employment Program. Copies of this policy shall be distributed to all City employees, shall appear in all operational documentation of the City,including bid calls, and shall be prominently displayed in appropriate city facilities. CONCURRED IN by the City Council of the City of RENTON, Washington,this 7ttday of October, 1996. CITY OF RENTON: RENTON CITY COUNCIL: • • tv(ayor Council President Attest: ALM're City Cler! V F.\0015\00016\Predesign\PM\Annual Consultant Agreement_Heather Downs Predesign doc 11 TY fir✓ 04,0 4. wiliR 4 11, AFFIDAVIT OF COMPLIANCE ROTH HILL ENGINEERING PARTNERS, LLC hereby confirms and declares that (Name of contractor/subcontractor/consultant/supplier) I. It is ROTH HILL ENGINEERING PARTNERS, LLC's policy to offer equal (Name of contractor/subcontractor/consultant/supplier) opportunity to all qualified employees and applicants for employment without regard to the race, creed, color, sex, national origin, age, disability or veteran status. II. ROTH HILL ENGINEERING PARTNERS, LLC complies with all applicable federal, (Name of contractor/subcontractor/consultant/supplier) state and local laws governing non-discrimination in employment. II. When applicable, ROTH HILL ENGINEERING PARTNERS, LLC will seek out and (Name of contractor/subcontractor/consultant/supplier) negotiate with minority and women contractors for the award of `arr' subcontracts. John F. Roth, III, Executive Vice President Print A!•nt/Representative's Name and Title jp___ ____r=::5_. Agen ' ='resentative's Signature Instructions: This document MUST be completed by each contractor, subcontractor, consultant and/or supplier. Include or attach this document(s)with the contract. F\0015\00016\Predesign1PM\Annual Consultant Agreement_Heather Downs Predestgn.doc 12 Ailed ,lt fr CITY OF RENTON COUNCIL AGENDA BILL AI#: ti ° it C: Submitting Data: Planning/Building/Public Works For Agenda of: Dept/Div/Board.. Transportation Systems Division March 5, 2007 Staff Contact Gregg Zimmerman, x-7311 Agenda Status Consent X Subject: Public Hearing.. Rainier Ave./Hardie Ave. Railroad Bridge Correspondence.. Replacement Project Ordinance Resolution Old Business Exhibits: New Business Issue Paper Study Sessions Draft Letter of Understanding Information Recommended Action: Approvals: Council Concur Legal Dept X Finance Dept Other Fiscal Impact: 317.012502 & 317.12308 Expenditure Required... $6,750,000 Transfer/Amendment Amount Budgeted $8,008,000 Revenue Generated Total Project Budget $24,626,655 City Share Total Project.. $4,476,500 SUMMARY OF ACTION: This action will authorize the Administration to enter into a Letter of Understanding with Burlington Northern Santa Fe Railway (BNSF) for the City to reimburse BNSF to design and construct replacement railroad bridges across Rainier Ave. S. and Hardie Ave. SW as part of the Rainier Ave. and Hardie Ave. transportation improvement projects. STAFF RECOMMENDATION: Authorize the Administration to enter into a Letter of Understanding with Burlington Northern Santa Fe Railway (BNSF) for the City to reimburse BNSF to design and construct replacement railroad bridges across Rainier Ave. S. and Hardie Ave. SW as part of the Rainier Ave. and Hardie Ave. transportation improvement projects. Rentonnet/agnbill/ bh &(Cii � PLANNING/BUILDING/a «� , PUBLIC WORKS DEPARTMENT • hai MEMORANDUM DATE: March 2, 2007 TO: Toni Nelson, Council President Members of the Renton City Council VIA: LdiliKathy Keolker, Mayor FROM: Gregg Zimmerman V STAFF CONTACT: Gregg Zimmerman SUBJECT: Rainier/Hardie Ave. Railroad Bridge Replacement Project ISSUE: Should the Council authorize the Administration to enter into a Letter of Understanding with Burlington Northern Santa Fe Railway (BNSF) for the City to reimburse BNSF for the costs of designing and constructing replacement railroad bridges across Rainier Ave. South and Hardie Ave. SW as part of the Rainier Ave. and Hardie Ave. transportation improvement projects? The Letter of Understanding also provides that the City will not oppose BNSF's efforts to abandon portions of the railway line between SCOPA (Milepost 5.0) and Woodinville (Milepost 23.7), including the current Wilburton Crossing abandonment. RECOMMENDATION: Authorize the Administration to enter into a Letter of Understanding with Burlington Northern Santa Fe Railway for the City to reimburse BNSF for the costs to design and construct replacement railroad bridges across Rainier Ave. S. and Hardie Ave SW as part of the Rainier Ave. and Hardie Ave. transportation improvement projects. BACKGROUND: Since Burlington Northern Santa Fe Railway announced its intention to abandon and sell a portion of its railroad line east of Lake Washington(known as the Woodinville Subdivision), several governmental agencies have been involved in planning for and negotiating the disposition and future use of this railroad line. King County is interested in purchasing the portion of the line for sale and converting it into a bike and pedestrian trail. The Puget Sound Regional Council conducted a federally funded study of the line and involved elected representatives from jurisdictions adjacent to the line to make recommendations on the future use of the railway right-of-way. The State Department of Transportation has worked out an arrangement with BNSF to abandon a portion of the document3 Gregg Zimmerman Page 2 of 2 March 2,2007 railway in order to replace the Wilburton tunnel along I-405 in Bellevue with a trail bridge rather than with a railroad bridge. This change will save a significant amount of money for the I-405 Corridor improvement project, but will require that the railroad bridge over the Cedar River in Renton be replaced with a longer bridge. BNSF will replace the Cedar River railroad bridge using funding from the I-405 project. This work is scheduled to proceed in August 2007, and will bring about the closure of the railway north of SCOPA(Milepost 5). It will also cause the Spirit of Washington Dinner Train to discontinue operations between Renton and Woodinville. Abandonment of the railway creates several impacts on the City of Renton. In addition to the closure of the Spirit of Washington Dinner Train, abandonment of the tracks could limit future development, commercial, and transportation-related opportunities. Renton has been working with BNSF and the State Department of Transportation to identify City interests that could be met to compensate for these disadvantages. Renton needs to replace the railroad bridges over Rainier Ave. and Hardie Ave. in order to build the Rainier Ave. and Hardie Ave. transportation improvement projects. Significant advantages were identified in rolling in the replacement of these railroad bridges with the replacement of the Cedar River Bridge in Renton. Having BNSF manage and construct the replacement of these bridges could avoid the need for construction of temporary railroad bypass routes, and it is estimated that this approach could save the City as much as $2.6 M. The attached Letter of Understanding with BNSF provides that BNSF will design and build the Hardie and Rainier railroad bridges (as well as replacing the Shattuck railroad bridge), with the City reimbursing BNSF's costs up to $6.75 M. Any costs above this amount would be shared equally between Renton and BNSF. In addition, BNSF would agree to not sell their railway property between SCOPA (Milepost 5.0) and milepost 12.2Z (just east of the Renton depot) to any party other than King County, Renton, or the Department of Transportation through January 1, 2020. Also, BNSF would provide Renton with the first right of refusal in acquiring the Renton Depot should the Spirit of Washington discontinue use of the depot before January 1, 2012. Renton, for its part, agrees not to oppose BNSF's efforts to abandon all or any portion of its Woodinville Subdivision line between SCOPA (Milepost 5.0) and Woodinville(Milepost 23.7) through January 1, 2012. We have been informed that BNSF needs to order the steel to build the Hardie and Rainier(and Shattuck)railroad bridges by March 9, 2007 in order to preserve the quoted price for the materials, and to assure the project schedule can be met. For this reason we are bringing forward for Council's consideration the Letter of Understanding. BNSF has stated that they need the City's approval of the Letter of Understanding in order for them to move forward with the bridge steel order. cc: Jay Covington,Chief Administrative Officer Peter Hahn,Deputy PBPW Administrator—Transportation c:\documents and settings\user\desktop\bnsfrainier2.doc • RAINIER/HARDIE BNSF RR BRIDGE REPLACEMENT COST ESTIMATE SUMMARY (by Derek Akesson,107243,3-02-07) Estimate By Date Design Track Cost Estimate Number Level Status Rainier Hardie Shattuck Total 2A-City DM11/2/06 07 Rainier $5,313,750 $3,198,000 SO $8,511,750 28-BNSF DMJM 11/2/06 0% Closed $3,509,000 $2,132,000 SO $5,981,000 NOW Jerome M.Johnson BNSF Railway Company 41.11.1111111111. RA/114/AY Assistant Vice President 2500 Lou Menk Drive Network Development Fort Worth,TX 76131-2828 Telephone 817 352-6434 Cell 817 271-9293 Fax 817 352-7154 jerome.johnson@bnsf corn CONFIDENTIAL DRAFT March 2, 2007 Mr. Jay Covington City Manager Renton, Washington Dear Mr. Covington BNSF proposes the following basic agreement terms to the City of Renton in an effort to address mutual concerns over the potential sale and redeployment of BNSF's right-of-way between Renton and Woodinville. These terms are enumerated below: 1. BNSF intends to reconstruct the bridges over Rainier Ave. and Hardie Ave. in the second half of 2007. BNSF commits to working with the City of Renton to achieve a mutually acceptable length and elevation of the Rainier and Hardie bridges. BNSF will manage the design and constrcution and Renton will provide funding for the reconstruction of the Rainier and Hardie bridges as follows: (i) Renton will pay for the design of the Rainier and Hardie Ave. bridges. (ii) Renton will then provide funding up to a total project expenditure level of $6,750,000.00. (iii) BNSF and Renton agree to split evenly any costs exceeding $6,750,000.00 associated with the Rainier and Hardie Ave. overpass reconstruction projects. 2. Through January 1, 2020, BNSF will not sell, lease, rent, donate or otherwise convey all or any part of its main line right-of-way (ROW) between milepost 5.0 at Scopa and milepost 12.2Z just east of the Renton depot to any party other than King County, Washington Department of Transportation (WDoT) or the City of Renton for at least one calendar year after receiving formal STB permission to abandon that same portion of ROW. We define the Main Line ROW as all property supporting main and non- industrial siding tracks within these milepost limits up to at least fifteen feet from the center of the main line track. It specifically excludes the Renton depot grounds between MP 11.7Z and 12.1Z. It may also exclude other trackside properties to be determined. Recipient must agree to rail bank the property so conveyed. 3. Through January 1, 2020, BNSF will accept no Offers of Financial Assistance (OFA's) in response to any abandonment filings BNSF may undertake between these two points if King County, WDoT or the City of Renton submits an OFA to BNSF that substantially matches the best competing OFA. 4. Through January 1, 2012, The City of Renton will not oppose BNSF's efforts to abandon all or any portion of its Woodinville Subdivision line between Scopa (Milepost 5.0) and Woodinville (Milepost23.7). This includes the current Wilburton Crossing abandonment between MP 10.6 and 11.25 as filed on October 19, 2006. 5. BNSF anticipates making no further use of the Renton Depot. Should the Spirit of Washington discontinues use of the Depot before January 1, 2012, BNSF will provide the City of Renton the right of first refusal to either purchase or lease the Depot. Please review, hold confidential and comment at your earliest opportunity. If these non- binding first draft terms meet your preliminary approval, I will get a more formal Letter Of Understanding assembled and out to you in short order. We will hold this offer open until March 31, 2007 Jerry Cc Dan MacDonald co Da! COMMITTEE OF THE WHOLE COMMITTEE REPORT March 5, 2007 Endorsement of the Ten Year Plan to End Homelessness (February 26, 2007) The Committee of the Whole recommends concurrence in the staff recommendation to endorse " A Roof Over Every Bed in King County: Our Community's Ten Year Plan to End Homelessness". The Committee further recommends that the or-diRance regarding this matter be adopted. Toni Nelson, Council ""resident cc: Terry Higashiyama Karen Bergsvik Gloria Gamba Homelessness Resolution.doc\ rev 01/07 bh 4dp/ed I-.s oWO CITY OF RENTON, WASHINGTON RESOLUTION NO. 384/ A RESOLUTION OF THE CITY OF RENTON, WASHINGTON, RESCINDING RESOLUTION 2265 RELATED TO ACCUMULATION AND ALLOWANCE OF COMPENSATORY TIME. WHEREAS,in 1979 the City of Renton adopted Resolution No. 2265, which related to the Accumulation and Allowance of Compensatory Time; and WHEREAS,the Human Resources department drafted Policy and Procedure No. 300- 29 to address Compensatory Time; and WHEREAS, in 1992 the Human Resources department revised Policy and Procedure No. 300-29, which relates to Compensatory Time; and WHEREAS,the current version of Policy and Procedure No. 300-29 reflects changes to the way in which Compensatory time is earned and accrued due to collective bargaining; and WHEREAS,the terms of the current version of Policy and Procedure No. 300-29 are different from Resolution 2265 and are consistent with the city's practice; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RENTON, WASHINGTON, DOES RESOLVE AS FOLLOWS: SECTION L The above recitals are found to be true and correct. SECTION H. Resolution 2265 is hereby rescinded. PASSED BY THE CITY COUNCIL this day of , 2007. Bonnie I. Walton, City Clerk 1 RESOLUTION NO. APPROVED BY THE MAYOR this day of , 2007. Kathy Keolker, Mayor Approved as to form: Lawrence J. Warren, City Attorney RES.1245:2/20/07:tmj 2 441L€d 8-5-01007 CITY OF RENTON, WASHINGTON RESOLUTION NO. .386,2 A RESOLUTION OF THE CITY OF RENTON, WASHINGTON, ENDORSING AND RELATING TO RENTON'S PARTICIPATION IN A COMMUNITY PLAN ENTITLED "A ROOF OVER EVERY BED IN KING COUNTY: OUR COMMUNITY'S TEN-YEAR PLAN TO END HOMELESSNESS." WHEREAS, it is estimated that there are over 8,000 people who experience homelessness in King County on any given night; and WHEREAS,thirteen percent of King County's homeless households reported South King County as their last permanent address; and WHEREAS, a"homeless household" is made up of homeless individuals(related or not) who used to reside at the same permanent address; and WHEREAS, the City of Renton has supported community-based responses to homelessness through ongoing financial support for programs that prevent homelessness or provide emergency shelter and transitional housing; and WHEREAS, in 2007 the City of Renton has budgeted $118,806 in operating support for initiatives addressing homelessness; and WHEREAS, the community, including local governments, the United Way of King County, the faith community, the business community and non-profit organizations have worked over the last several years to develop a plan outlining new efforts to address homelessness; and WHEREAS,the City of Renton wants to make public its endorsement of the plan entitled "A Roof Over Every Bed in King County: Our Community's Ten-Year Plan to End Homelessness;" 1 RESOLUTION NO. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RENTON, WASHINGTON, DOES RESOLVE AS FOLLOWS: SECTION I. The City Council endorses the goals of "A Roof Over Every Bed in King County: Our Community's Ten-Year Plan to End Homelessness" and concurs with the Plan's"commitment to ensure that there is an appropriate, affordable roof over the bed of everyone living in King County—whether young or old, living alone or with families, sick or well." SECTION II. The City will work with other governmental officials, the United Way of King County, faith and civic groups, communities of color, philanthropies, the business community, non-profit housing and service providers, and others to implement this plan over the next ten years. SECTION III. The City recognizes that additional resources will be required in order to meet the ambitious goals included in the Ten-Year Plan to End Homelessness and that local government resources are not adequate to achieve these goals. Therefore, the City of Renton will support efforts to increase funding at the federal and state levels to pursue the goals of the Ten-Year Plan to End Homelessness. PASSED BY THE CITY COUNCIL this day of , 2007. Bonnie I. Walton, City Clerk APPROVED BY THE MAYOR this day of , 2007. Kathy Keolker, Mayor 2 RESOLUTION NO. Approved as to form: Lawrence J. Warren, City Attorney RES.1246:2/22/07:ma 3