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HomeMy WebLinkAboutC_City Parking Garage Lease Agreement_Penney Lofts_201105 November 5, 2020 David Smith PO Box 9606 Seattle, WA 98109 Subject: City Parking Garage Lease Agreement Penny Lofts/LUA19-000109 Dear Mr. Smith: Please find attached a draft parking lot lease agreement for the use of City Parking Garage for parking required per condition #1 of the Penney Lofts Site Plan Approval (LUA19-000109). Condition #1 states: “The applicant shall provide a copy of the signed lease agreement with the City prior to the issuance of a Temporary or Final Certificate of Occupancy demonstrating that the minimum required 24 parking spaces have been leased and are available for the residential units.” If you have questions regarding the attached lease agreement, please contact Jeff Minisci at (425) 430- 6443 or jminisci@rentonwa.gov. If you are unable to come to an agreement with the City on a lease for required parking for Penney Lofts, you may submit an alternative proposal to meet the parking requirements as specified in condition #1. Please contact me at jding@rentonwa.gov if you have any questions regarding the land use entitlements. Sincerely, Jill Ding Senior Planner Lease - Penney Lofts City Center Parking Garage - Page 1 of 14 PENNEY LOFTS, LLC LEASE AGREEMENT City Center Parking Garage LAG __-___ THIS LEASE AGREEMENT (Agreement/Lease) is made and entered into this ___________, 2020 (the Effective Date), by and between the City of Renton (City), a Washington municipal corporation, and Penney Lofts, LLC (PENNEY) a Washington limited liability company, for the purpose of leasing parking stalls in the City Center Parking Garage to PENNEY as a condition of LUA #19-000109 off street parking requirements for the development. The City and PENNEY are at times collectively referred to as “Parties.” WHEREAS, as a condition of LUA #19-000109, PENNEY is required to provide a minimum of twenty-four (24) off street parking spaces for the Penny Lofts development and desires to rent parking spaces in the City Center Parking Garage to fulfill that requirement; and WHEREAS, parking stalls are available in the City Center Parking Garage for use by the nearby Penney Lofts project and use of the Garage parking enhances residential street parking uses in the area. In consideration of the WHEREAS provisions, covenants and agreements set forth in this Agreement, the Parties agree as follows: 1. LEASE PREMISES A. The City does hereby lease to PENNEY twenty-four (24) parking stalls located at the City Center Parking Garage located at 6555 S 2nd St, Renton, WA 98057, (Premises/Garage), depicted in Exhibit A attached and incorporated by reference, required as a condition of LUA #19-000109 for the residents at Penney Lofts, 700 South 3rd Street, Renton, WA 98057 (Penny Lofts). 1. The assigned parking stalls are available for PENNEY’s use twenty-four (24) hours a day, seven(7) days a week, three hundred sixty-five (365) days a year unless as otherwise provided in this Agreement. 2. The City reserves the right to change and move the location of the assigned stalls as needed. 3. PENNY acknowledges that the Garage is not a secure or attended parking garage facility. The City does not provide parking enforcement or security. All parking is at PENNEY’s and vehicle owner’s risk. PENNEY may provide for private enforcement at PENNEY’s risk and expense. B. PENNEY shall not use the Premises for any other purpose without the prior written consent of the City, which may be withheld for any reason. C. PENNEY has either examined the Premises or has waived examining the Premises and accepts the Premises as is, in its present condition as part of the consideration of this Agreement, and PENNEY accepts all related liabilities and risks related to use of the Premises. Lease - Penney Lofts City Center Parking Garage - Page 2 of 14 D. PENNEY can make no changes or alterations to the Premises without the advance written approval of the City, and all such changes and alterations shall be entirely paid for by PENNEY. 2. TERM AND TERMINATION A. Term This agreement shall be for a period of ten (10) years from ____________, 2020 to ________________, 2030 (the Term) unless otherwise terminated pursuant to the termination section of the section of this Agreement. Renewals: The parties may negotiate additional renewal terms. B. Termination and Temporary Suspension of Agreement 1. Either Party may terminate this Agreement with one-hundred and eighty (180) days’ written notice at any time, for any reason to the other Party. 2. Either Party may terminate this Agreement with thirty (30) days’ written notice to the other Party prior to the termination date of this Agreement. 3. The City may temporarily suspend this Agreement or relocate or assign the parking stalls, if it needs to use the Premises. The City will provide thirty (30) days’ written notice to PENNEY prior to the temporary suspension of this Agreement. The City will try to provide thirty (30) days’ written notice to PENNEY prior to reassignment or relocation of the assigned stalls. C. LUA #19-000109 Conditions 1. PENNEY acknowledges that in the event this lease is terminated by either Party, PENNEY will still be subject to the conditions and parking requirements specified in LUA #19-000109. In the event of termination PENNEY will still be required to provide an off-site parking agreement to the City under LUA #19-000109 for review and approval by the Community and Economic Development (CED) Administrator or assignee. Failure to do so may have consequences to the approvals in LUA #19-00109. Contact for off-site parking under LUA #19-000109 is: City of Renton Community and Economic Development Attention: Planning Director 1055 South Grady Way Renton, Washington 98057 2. The Parties acknowledge that conditions of LUA #19-000109 are not conditions of this Agreement/Lease nor do the conditions of LUA #19-000109 prevent the Parties from terminating this Agreement/Lease as set forth in this Agreement. Lease - Penney Lofts City Center Parking Garage - Page 3 of 14 3. NOTICE AND EMERGENCY CONTACT A. Notice Except as otherwise designated in this Agreement, all notices must be in writing and shall be deemed valid given if sent by certified mail, return-receipt requested, or overnight delivery, addressed as follows or as otherwise specified by the City during the duration of this Agreement: City of Renton Community Services Attn: Facilities Director 1055 South Grady Way Renton, Washington 98057 Penney Lofts, LLC. Property Manager 700 S 3rd St Renton, WA 98057 B. Emergency Contact Information (other than formal Notice above) City of Renton - Community Services Name: Jeff Minisci – Community Services Facilities Director Phone number: 425-430-6643 Email Address: JMinisci@Rentonwa.gov Penney Lofts, LLC. - Property Manager Name: Phone number: Email Address: 4. PAYMENT AND CONSIDERATION A. Monthly Lease Payment 1. PENNEY is responsible for twenty-four (24) parking stalls at the City Garage at one hundred thirty-five dollars ($135) per stall per month, with a three percent (3%) annual increase, plus State Leasehold Excise Tax (LET) (collectively the Payment). The Lease Payment/Fee Schedule is set forth and incorporated in Exhibit B 2. PENNEY is responsible for payment of State Leasehold Excise Tax (LET) of 12.84% but subject to change. All leases are subject to State Leasehold Excise Tax (LET) at 12.84% unless they have a state approved waiver – these are generally for nonprofit organizations. 3. PENNEY may obtain, on an annual basis, a non-profit State Leasehold Excise Tax (LET) exemption certificate from the Department of Revenue, and as long as this certification is provided to the City and in force, PENNEY will be exempted from paying the State Leasehold Excise Tax (LET). Lease - Penney Lofts City Center Parking Garage - Page 4 of 14 4. If after the end of the initial Term or any Extension Term, PENNEY continues to use the Premises without entering into a new lease with the City, and/or the City has not sent PENNEY written notice to terminate or not renew the Agreement, PENNEY shall owe the City a monthly lease payment on a month-to-month basis on the same terms and conditions of this Agreement, and any new terms required by the City. The monthly lease payment shall be an amount equal to one hundred twenty-five percent (125%) of the current Term Payment or Extension Term Payment which was payable during the Term or Extension Term of this Agreement plus State Leasehold Excise Tax (LET) on the then current market value (Month-to-Month Payment). The Month-to-Month Payment shall also be subject to three percent (3%) annual increase if the Month-to-Month Payments extend beyond twelve (12) months. B. Due Date Payment is due on the first day of each and every calendar month during the duration of this Agreement. C. All payments shall be paid or delivered to: RE: LAG _____ City of Renton Accounts Receivable 1055 South Grady Way – 5th Floor Renton, Washington 98057 D. Late Payment If any required Payment (including any Term Payment, Extension Term Payment, or Month-to-Month Payment) is not paid by PENNEY to the City within ten (10) days after the date specified, a late charge of ten percent (10%) of the payment due and unpaid shall be added to the Payment as a penalty and the total sum shall become immediately due and payable plus any amount remaining unpaid by the first day of the month following the due date. The City’s receipt or acceptance of any Payment, Extension Term Payment, or Month-to- Month, with knowledge of PENNEY’s breach of this Agreement or PENNEY’s default that is related to this Agreement or impacts this Agreement, shall not constitute or be deemed a waiver of any provision of this Agreement. 5. TAXES-FEES PENNEY agrees to pay all taxes and assessments which are the result of PENNEY’s use of the Premises and/or which may become a lien on PENNEY’s interest in accordance with the RCW 79.44.010 (Lands subject to local assessment). PENNEY shall timely pay all taxes, fees, charges, and costs arising out of the use and occupancy of the Premises including, but not limited to, charges imposed for governmental inspections or examinations, license and excise fees, taxes on Premises personal property, workers’ compensation and/or insurance and the leasehold interest created by this Agreement. Lease - Penney Lofts City Center Parking Garage - Page 5 of 14 6. OPERATION and SERVICES PENNEY agrees to and shall operate and manage the Premises in accordance with the following requirements: A. PENNEY is responsible for the following: 1. PENNEY is at all times responsible for the assignment and use of the Garage parking stalls by residents of Penney Lofts. a. The names and vehicle assignments need to be provided in advance by PENNEY to the City for any resident’s use of the Garage. b. All vehicles must park in the authorized assigned area of the Garage. c. PENNEY is responsible for allocating and maintaining the Garage security cards for residential use. PENNEY shall contact the City and make arrangements for any lost cards so that City can deactivate the card. d. If the City of Renton requires parking stickers, assigned vehicles must have a parking sticker in a visible location on the vehicle. e. The Garage is only for licensed and operable vehicles driven on a daily /regular basis. All vehicles must be operational and have current license plates, tabs etc. There is no parking of inoperable, unlicensed, unregistered, abandoned or unsightly vehicles. The determination of unsightly is in the City’s sole discretion and judgment. f. No storing of vehicles, equipment, personal property or hazardous or dangerous materials is allowed. 1. There is no storage or covering of any vehicle in the Garage. 2. There is no parking or storing of oversized vehicles (ones that do not fit into the stall or in the garage), commercial vehicles, limousines, motorcycles, recreational vehicles, trailers, campers, vans with ladders, trucks with three (3) or more axles (unless it is the residents primary vehicle and it also fits into the assigned stall), boats, and jet skis and other similar items without the written permission of the City. 3. There is no storage of any hazardous materials, including, but not limited to, oil or gas containers, paint or cleaning solvents, chemicals or any other such materials or items that may cause injury or damage to the Garage, other Garage users, or other residents and PENNEY is responsible for all clean up and will pay all costs for repair and clean up should a spill occur. Lease - Penney Lofts City Center Parking Garage - Page 6 of 14 4. There is no use of electrical equipment in the Garage. g. No vehicle repairs allowed. No vehicle repair is allowed in the Garage and Penney will pay all costs to clean and repair parking surfaces damaged by auto fluids leaking from assigned parking stall use. h. No vehicle washing allowed. There is no vehicle washing allowed in the Garage or on the Garage property unless the City posts a designated car-wash area. If the City establishes a vehicle washing area, vehicle washing is restricted to the posted vehicle washing area. 2. These rules regarding vehicles and parking are for the safety and convenience of all residents and Garage users. Violation of any of these rules may result in the City having the vehicle towed and PENNEY will pay all towing costs for violation of these rules and this Agreement. B. Maximum speed is 5 MPH in the parking area. C. All vehicles are parked at their own risk. D. Except in the case of emergency, the City shall provide PENNEY at least thirty (30) days’ advance written notice stating the date, time, duration and scope of any planned impairments to the use of the Garage. E. PENNEY must notify the City and obtain the City’s written approval before installing any new equipment, fixtures, other improvements, or making any changes in the equipment, size or design of any such equipment in or on the Premises. F. Signage: All graphics placed upon or affixed to any of the Premises shall be subject to the City’s prior written approval and shall not include product or commercial advertising. PENNEY will follow all City sign codes, including A-frame sign regulations. G. PENNEY shall submit detailed plans, secure any needed permits/approvals, and written permission for all signs. In all cases, signage shall be consistent in size, color, lettering, and theme to regular Garage signage and specifications. 7. CAPITAL IMPROVEMENTS All existing permanent improvements shall become the property of the City of Renton upon termination or expiration of this Agreement. No future capital improvements will be made without the prior written consent of the Facilities Director and/or Community Services Administrator. 8. UTILITIES The City agrees to pay the utilities for the Garage. The City shall not be responsible for any damages suffered by PENNEY in connection with the quality, quantity or interruption of utility service. The City shall not be liable for any damages to any person, property, or monetary loss, Lease - Penney Lofts City Center Parking Garage - Page 7 of 14 nor shall PENNEY be relieved from any of its obligations under this Agreement, as a direct or indirect result of temporary interruption in the electrical power or any utilities provided to the Premises. 9. RIGHT OF ENTRY The City’s representative(s) may enter the Premises at any time for any reason. This right shall impose no obligation upon the City to make inspections to ascertain the condition of the Premises and shall impose no liability or responsibility other than to inform PENNEY of any defect. 10. EQUALITY OF TREATMENT PENNEY shall conduct its business in a manner that ensures fair, equal and non-discriminatory treatment at all times in all respects to all persons without regard to race, color, religion, sex, sexual orientation, marital status, age, or national origin. No person shall be refused service, be shown discriminatory treatment, or be denied any privilege, use of facilities, or participation in activities on the Premises based on: race, color, religion, sex, sexual orientation, marital status, age, or national origin. Failure to comply with any of the terms of this provision shall be a material breach of this Agreement. 11. NON-DISCRIMINATION PENNEY shall comply with all applicable laws regarding non-discrimination in employment, the provision of services to the public in a non-discriminatory manner, and affirmative action, including but not limited to the provisions of the City of Renton Fair Practices Policy. PENNEY shall comply with all provisions of the Americans with Disabilities Act. 12. INSURANCE A. PENNEY shall secure and maintain the following insurance policies, and shall not cancel or suspend the insurance policies identified below: 1. Commercial General Liability Insurance: Commercial general liability insurance in the minimum amounts of $1,000,000 for each occurrence/$2,000,000 aggregate throughout the duration of this Agreement. 2. Professional Liability Insurance: Professional liability insurance, in the minimum amount of $1,000,000 for each occurrence, shall also be secured for any professional services being provided to the City that are excluded in the commercial general liability insurance. 3. Workers’ Compensation: Workers’ compensation coverage, as required by RCW 51, Industrial Insurance laws of the State of Washington. 4. Personal Property: PENNEY, at its expense, shall maintain in force during the Term or any Extension Term a policy of special form – causes of loss or all-risk property insurance on all of PENNEY alterations, improvements, trade fixtures, furniture and other personal property, including vehicles, on, or about the Premises, in an amount equal to at least their full replacement cost. Any proceeds of any such policy available to PENNEY shall be used by PENNEY for the restoration of PENNEY’s alterations, improvements and trade fixtures and the Lease - Penney Lofts City Center Parking Garage - Page 8 of 14 replacement of PENNEY’s furniture and other personal property, including vehicles. Any portion of such proceeds not used for such restoration shall belong to PENNEY. 5. City as an Additional Insured: It is agreed that on PENNEY’s commercial general liability policy, the City of Renton will be named as an Additional Insured on a primary and non-contributory basis. Any coverage maintained by the City of Renton is solely for the coverage and benefit of the City, and its elected officials, officers, agents, employees, representatives and volunteers. 6. Verification of Coverage: Subject to the City’s review and acceptance, a certificate of insurance showing the proper endorsements, shall be delivered to the City before executing this Agreement. (EXHIBIT C) 7. Cancellation of insurance coverage: The City shall be provided with written notice of any policy cancellation within a minimum of two (2) business days of receipt of such notice by the policy holder. B. Review of Policy: Upon request, PENNEY shall give the City a full copy of the insurance policy for its records and for the City Attorney’s or Risk Manager’s review. The policy limits may be reviewed and the value reassessed annually. C. The certificate holder should read: City of Renton ATTN: Jeff Minisci, Facilities Director Community Services 1055 South Grady Way Renton, WA 98057 Direct any questions, comments, or concerns to: Kelsey R. Ternes, Risk Manager City of Renton Kternes@rentonwa.gov Tel: 425.430.7669 FAX: 425.430.7665 13. INDEMNIFICATION/HOLD HARMLESS PENNEY agrees to release, indemnify, defend, and hold harmless the City, its elected officials, employees, officers, representatives, and volunteers from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties, expenses, attorney’s or attorneys’ fees, costs, and/or litigation expenses to or by any and all persons or entities, arising from, resulting from, or related to the negligent acts, errors or omissions of PENNEY in its performance of this Lease - Penney Lofts City Center Parking Garage - Page 9 of 14 Agreement or a breach of this Agreement by PENNEY, except for that portion of the claims caused by the City’s sole negligence. Should a court of competent jurisdiction determine that this agreement is subject to RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence relative to construction, alteration, improvement, etc., of structure or improvement attached to real estate…) then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of PENNEY and the City, its officers, employees and volunteers, PENNEY’s liability shall be only to the extent of PENNEY’s negligence. It is further specifically and expressly understood that the indemnification provided in this Agreement constitutes PENNEY’s waiver of immunity under the Industrial Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties have mutually negotiated and agreed to this waiver. The provisions of this section shall survive the expiration or termination of this Agreement. 14. GOVERNING LAW/COMPLIANCE WITH LAWS/SEVERABILITY/JURISDICTION AND VENUE/WAIVER A. PENNEY shall comply with all applicable laws. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Washington. B. PENNEY shall not use or allow the Premises to be used for any illegal purpose or to violate any law. PENNEY shall not create or allow any nuisance or hazardous materials on the Premises. PENNEY shall not permit or do any act on the Premises that would increase the rate insurance on or for the Premises. PENNEY shall not damage or overload the structural components of any structure, fixture, or part of the Premises. C. Severability: Should any of the provisions of this Agreement be found to be invalid, illegal or unenforceable by any court or competent jurisdiction, such provision shall be stricken and the remainder of this Agreement shall nonetheless remain in full force and effect unless striking such provision shall materially alter the intention of the parties. D. Jurisdiction and Venue: In the event any action if 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 of the State of Washington in and for the County of King, Maleng Regional Justice Center or in the United States District Court for the Western District of Washington. E. Waiver: No waiver of any right under this Agreement 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 Lease - Penney Lofts City Center Parking Garage - Page 10 of 14 perform shall be deemed to be a waiver of any future right or of any right arising under this Agreement. F. The provisions of this section shall survive the expiration or termination of this Agreement. 15. UNUSABILITY Either Party may terminate this Agreement in the event that all or a substantial portion of the Premises is rendered unusable by an Act of God, fire, flood, earthquake, act of war or other extraordinary casualty destroying or damaging the Premises by notice given the other Party within thirty (30) days after such conditions are discovered. Neither Party shall be required to restore or reconstruct the Premises. During any period of Premises use subsequent to said thirty (30) days, the monthly Payment payable may be reduced by the ratio of the area rendered unusable by such extraordinary casualty and not reconstructed or repaired bears to the total area of the Premises. 16. SURRENDER OF PREMISES AND REMOVAL OF PENNEY’S PROPERTY A. Upon termination or expiration of this Agreement, PENNEY shall surrender the Premises to the City and promptly surrender and deliver to the City all keys, passwords or passcodes that it may have to all parts of the Premises. B. The Premises shall be surrendered to the City in as good of condition as at the date of execution of this Agreement, except for the effects of reasonable wear and tear, alterations, and repairs made with concurrence and written permission of the City, and property damage by fire and other perils insured in contracts or policies of all risk insurance. C. Prior to the expiration of this Agreement, PENNEY shall remove from the Premises, at its sole expense all fixtures, equipment, furnishings, and other personal property owned and placed in or on the Premise by PENNEY. D. If after termination or expiration of this Agreement, PENNEY has not removed its property and fixtures within the time allowed, the City may, but need not, remove said personal property and hold it for PENNEY, or place the same in storage, all at the expense and risk of PENNEY, and PENNEY shall reimburse the City for any expense incurred by the City in connection with such removal and storage. The City shall have the right to sell such stored property, without notice to PENNEY, after it’s been stored for a period of thirty (30) days or more; the proceeds of such sale to be applied first to the cost of the sale, second to the payment of charges for storage, and third to the payment of any other amounts which may then be due from PENNEY to the City; and the balance, if any and if requested, shall be given to PENNEY. Lease - Penney Lofts City Center Parking Garage - Page 11 of 14 17. LIENS AND ENCUMBRANCES PENNEY shall not have or allow any liens or encumbrances on the Premises. At the City’s request, PENNEY shall furnish the City written proof of payment of any item which would or might constitute the basis for such a lien on the Premises if not paid. 18. AMENDMENTS The Parties reserve the right to amend this Agreement as may be mutually agreed. This Agreement shall not be amended or changed except by written instrument signed by both Parties authorized representatives. 19. ASSIGNMENT OF AGREEMENT PENNEY shall not assign or transfer this Agreement or otherwise convey any right, privilege, or interest granted by this Agreement or any part of the Premises without the City’s prior written consent. This Agreement and any right, privilege, or interest derived from this Agreement shall not be transferable by operation of law, by any process, or by any court proceedings. PENNEY shall not sub-lease or co-habitat businesses or other enterprises in or on the Premises without prior written approval of the City of Renton. 20. NON-APPLICABILITY OF RELOCATION BENEFITS PENNEY accepts and agrees that the signing of this Agreement does not entitle PENNEY to assistance under RCW 8.26, Relocation Assistance – Real Property Acquisition Policy. 21. MEMORANDUM OF LEASE AGREEMENT No Recordation Without Consent of the City: PENNEY shall not record this Agreement or any memorandum of this Agreement without the City’s prior written consent. If agreed – the Parties may enter into a short form lease memorandum, in a form suitable for recording under State of Washington law, referencing this Agreement, and all options pertaining to this Agreement, which PENNEY may, at its expense, file in King County, Washington. 22. ENTIRE AGREEMENT This Agreement sets forth the entire agreement of the Parties as to the subject matter hereof and supersedes all prior discussions and understandings between them. IN WITNESS WHEREOF, the parties agree that this Agreement shall become binding as of the Effective Date noted above. CITY OF RENTON PENNEY LOFTS, LLC. _______________________________ _______________________________ Armondo Pavone, Mayor David Smith, Title Date Signed: __________ Title: ___________________________ Date Signed: _____________________ Lease - Penney Lofts City Center Parking Garage - Page 12 of 14 _____________________ Jason A. Seth, City Clerk Date Attested: _________ APPROVED AS TO FORM ONLY ______________________ Shane Moloney, City Attorney h/contracts/2020/ clb 1258 11-2-20 STATE OF WASHINGTON ) )SS COUNTY OF ___________ ) On this ______ day of _____________, 20___, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Armondo Pavone to me known to be the person (s) who signed as THE MAJOR of CITY OF RENTON, the Washington municipal corporation that executed the within and foregoing instrument, and acknowledged said instrument to be his free and voluntary act and deed and the free and voluntary act and deed of said Washington municipal corporation for the uses and purposes therein mentioned; and on oath stated that he was authorized to execute the said instrument on behalf of said Washington municipal corporation. IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above written. _____________________________ (Signature of Notary) ______________________________ (Print or stamp name of Notary) NOTARY PUBLIC in and for the State or Washington, residing at ____________________________ My Appointment Expires: ____________ Lease - Penney Lofts City Center Parking Garage - Page 13 of 14 STATE OF WASHINGTON ) )SS COUNTY OF_______ ) On this ______ day of ____________, 20, ____, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared _________________ to me known to be the ____________ of Penney Lofts, LLC, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that s/he was authorized to execute said instrument on behalf of said limited liability company. IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above written. _____________________________________ (Signature of Notary) _____________________________________ (Print or stamp name of Notary) NOTARY PUBLIC in and for the State of Washington, residing at: _____________________________ My Appointment Expires: __________________ Lease - Penney Lofts City Center Parking Garage - Page 14 of 14 EXHIBIT A MAP / 6TH FLOOR LEASED PREMISES /DESIGNATED PARKING AREA EXHIBIT B LEASE PAYMENT /FEE SCHEDULE EXHIBIT C INSURANCE CERTIFICATE EXHIBIT B LEASE PAYMENT/FEE SCHEDULE Years ‐ 2020 to 2030 Price per  stall with a  3% annual  increase Leasehold  tax 12.84% Total  monthly per  stall Number of  stalls Total  monthly  due November 1,  2020 to October 31, 2021 135.00         17.33           152.33        24 3,656.02      November 1, 2021 to October 31, 2022 139.05         17.85           156.90        24 3,765.70      November 1, 2022 to October 31, 2023 143.22         18.39           161.61        24 3,878.67      November 1, 2023 to October 31, 2024 147.52         18.94           166.46        24 3,995.03      November 1, 2024 to October 31, 2025 151.94         19.51           171.45        24 4,114.88      November 1, 2025 to October 31, 2026 156.50         20.09           176.60        24 4,238.32      November 1, 2026 to October 31, 2027 161.20         20.70           181.89        24 4,365.47      November 1, 2027 to October 31, 2028 166.03         21.32           187.35        24 4,496.44      November 1, 2028 to October 31, 2029 171.01         21.96           192.97        24 4,631.33      November 1, 2029 to October 31, 2030 176.14         22.62           198.76        24 4,770.27