EXHIBIT 10.23
RECORDED THIS DAY
July 30 32PM '90
BY THE DIVISION OF
RECORDS & ELECTIONS
KING COUNTY
After Recording Mail To:
REED, MCCLURE, XXXXXX & XXXXX, X.X.
0000 Xxxx xx Xxxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
MEMORANDUM OF LEASE
-------------------
This memorandum agreement made and entered into this 1st day of April,
1980 by and between XXXXXX INDUSTRIES, a California corporation and SEA/TAC
PROPERTIES, LTD., a California Limited Partnership, Xxxx X. Xxxxxx, Xx.,
General Partner (hereinafter collectively referred to as "Lessee") and Bow
Lake, Inc., a Washington corporation (hereinafter referred to as "Lessor").
W I T N E S S E T H:
--------------------
1. By this Memorandum of Lease made concurrently with a Lease between
Lessor and Lessee, Lessor leases to Lessee and Lessee leases from Lessor upon
the terms and conditions stated in said lease, those certain premises legally
described in Exhibit A attached hereto and incorporated herein by this reference
(hereinafter referred to as the "Premises").
2. The term of this Lease commences as provided in said lease and
continues for a period of thirty-five (35) years.
3. The rental payment by Lessee to Lessor for the Premises is set forth
and provided for in said Lease.
4. Lessor grants to Lessee a first right of refusal to purchase the
Premises upon the terms set forth in said Lease.
5. If there is any inconsistency between the terms of this Memorandum
of Lease, which is prepared soley for recording purposes and the Lease itself,
then the terms and conditions of the Lease shall prevail.
1% EXCISE TAX NOT REQUIRED
King Co. Records Division
/s/ J. Tomkoff, Deputy
--------------
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum
of Lease as of the day and year first above written.
LESSEE:
SEA/TAC PROPERTIES, LTD., a XXXXXX INDUSTRIES, a California
California Limited Partnership Corporation
By /s/ Xxxx X. Xxxxxx By /s/ Xxxx X. Xxxxxx, Xx.
------------------------------ ------------------------------
Its General Partner Its Exec. V.P.
--------------------------- ---------------------------
LESSOR:
Bow Lake, Inc., a Washington corporation
By Xxxxxx X. Xxxxxxx By Xxxxx Xxxxxx
------------------------------ ------------------------------
Its Pres. Its Sec. Treas.
--------------------------- ---------------------------
STATE OF WASHINGTON )
) ss.
COUNTY OF K I N G )
On 29 May, 1980, before me, the undersigned, a Notary Public in and
------
for the State of Washington, duly commissioned and sworn, personally appeared
Xxxx X. Xxxxxx, to me known to be the General Partner of SEA/TAC PROPERTIES,
--------------
LTD., the limited partnership that executed the foregoing instrument, and
acknowledged the said instrument to be the free and voluntary act and deed of
said limited partnership for the uses and purposes therein mentioned, and on
oath stated that he was authorized to execute the said instrument.
WITNESS my hand and official seal hereto affixed the day and year in
this certificate above written.
Xxxxxx X. Xxxxxxx
-------------------------------------------
Notary Public in and for the State
of Washington, residing at 0000 X 000xx Xx.
Xxxx Xx., XX
XXXXX XX XXXXXXXXXX )
) ss.
COUNTY OF K I N G )
On June 19, 1980, before me, the undersigned, a Notary Public in and
-------
for the State of Washington, duly commissioned and sworn, personally appeared
Xxxxxx X. Xxxxxxx and Xxxxx Xxxxxx, to me known to be the Pres. and Sec. Treas.,
----------------- ------------ ----- -----------
respectively, of Bow Lake, Inc., the corporation that executed the foregoing
instrument, and acknowledged the said instrument to be the free and voluntary
act and deed of said corporation, for the uses and purposes therein mentioned,
and on oath stated that they were authorized to execute the said instrument
and that the seal affixed is the corporate seal of said corporation.
2
WITNESS my hand and official seal hereto affixed the day and year in
this certificate above written.
/s/ Xxxx Xxxxx
---------------------------------------------
Notary Public in and for the State
of Washington, residing at 00000-00xx Xxx. Xx.
XXXXX XX XXXXXXXXXX )
) ss.
COUNTY OF K I N G )
On 29 May, 1980, before me, the undersigned, a Notary Public in and
------
for the State of Washington, duly commissioned and sworn, personally appeared
Xxxx X. Xxxxxx, Xx. to me known to be the EXECUTIVE V.P. of XXXXXX INDUSTRIES
------------------- --------------
the corporation that executed the foregoing instrument, and acknowledged the
said instrument to be the free and voluntary act and deed of said corporation,
for the uses and purposes therein mentioned, and on oath stated that he was
authorized to execute the said instrument and that the seal affixed is the
corporate seal of said corporation.
WITNESS my hand and official seal hereto affixed the day and year in
this certificate above written.
/s/ Xxxxxx X. Xxxxxxx
---------------------------------------------
Notary Public in and for the State
of Washington, residing at 1702 So. 254th Pl.
King Co., WA
3
After Recording Mail To:
REED, MCCLURE, XXXXXX & XXXXX, X.X.
0000 Xxxx xx Xxxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
MEMORANDUM OF LEASE
-------------------
This memorandum agreement made and entered into this 1st day of April,
1980 by and between XXXXXX INDUSTRIES, a California corporation and SEA/TAC
PROPERTIES, LTD., a California Limited Partnership, Xxxx X. Xxxxxx, Xx.,
General Partner (hereinafter collectively referred to as "Lessee") and Bow
Lake, Inc., a Washington corporation (hereinafter referred to as "Lessor").
W I T N E S S E T H:
--------------------
1. By this Memorandum of Lease made concurrently with a Lease between
Lessor and Lessee, Lessor leases to Lessee and Lessee leases from Lessor upon
the terms and conditions stated in said lease, those certain premises legally
described in Exhibit A attached hereto and incorporated herein by this reference
(hereinafter referred to as the "Premises").
2. The term of this Lease commences as provided in said lease and
continues for a period of thirty-five (35) years.
3. The rental payment by Lessee to Lessor for the Premises is set forth
and provided for in said Lease.
4. Lessor grants to Lessee a first right of refusal to purchase the
Premises upon the terms set forth in said Lease.
5. If there is any inconsistency between the terms of this Memorandum
of Lease, which is prepared soley for recording purposes and the Lease itself,
then the terms and conditions of the Lease shall prevail.
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum
of Lease as of the day and year first above written.
LESSEE:
SEA/TAC PROPERTIES, LTD., a XXXXXX INDUSTRIES, a California
California Limited Partnership Corporation
By /s/ Xxxx X. Xxxxxx By /s/ Xxxx X. Xxxxxx, Xx.
------------------------------ ------------------------------
Its General Partner Its Exec. V.P.
--------------------------- ---------------------------
LESSOR:
Bow Lake, Inc., a Washington corporation
By /s/ Xxxxxx X. Xxxxxxx By Xxxxx Xxxxxx
------------------------------ ------------------------------
Its Pres. Its Sec. Treas.
--------------------------- ---------------------------
STATE OF WASHINGTON )
) ss.
COUNTY OF K I N G )
On 29 May, 1980, before me, the undersigned, a Notary Public in and
------
for the State of Washington, duly commissioned and sworn, personally appeared
Xxxx X. Xxxxxx, to me known to be the General Partner of SEA/TAC PROPERTIES,
--------------
LTD., the limited partnership that executed the foregoing instrument, and
acknowledged the said instrument to be the free and voluntary act and deed of
said limited partnership for the uses and purposes therein mentioned, and on
oath stated that he was authorized to execute the said instrument.
WITNESS my hand and official seal hereto affixed the day and year in
this certificate above written.
/s/ Xxxxxx X. Xxxxxxx
-------------------------------------------
Notary Public in and for the State
of Washington, residing at 0000 X 000xx Xx.
Xxxx Xx., XX
XXXXX XX XXXXXXXXXX )
) ss.
COUNTY OF K I N G )
On June 19, 1980, before me, the undersigned, a Notary Public in and
-------
for the State of Washington, duly commissioned and sworn, personally appeared
Xxxxxx X. Xxxxxxx and Xxxxx Xxxxxx, to me known to be the Pres. and Sec. Treas.,
----------------- ------------ ----- -----------
respectively, of Bow Lake, Inc., the corporation that executed the foregoing
instrument, and acknowledged the said instrument to be the free and voluntary
act and deed of said corporation, for the uses and purposes therein mentioned,
and on oath stated that they were authorized to execute the said instrument
and that the seal affixed is the corporate seal of said corporation.
2
WITNESS my hand and official seal hereto affixed the day and year in
this certificate above written.
/s/ Xxxx Xxxxx
---------------------------------------------
Notary Public in and for the State
of Washington, residing at 0000-00xx Xxx. Xx.
XXXXX XX XXXXXXXXXX )
) ss.
COUNTY OF K I N G )
On 29 May, 1980, before me, the undersigned, a Notary Public in and
------
for the State of Washington, duly commissioned and sworn, personally appeared
Xxxx X. Xxxxxx, Xx. to me known to be the Executive V.P. of XXXXXX INDUSTRIES
------------------- --------------
the corporation that executed the foregoing instrument, and acknowledged the
said instrument to be the free and voluntary act and deed of said corporation,
for the uses and purposes therein mentioned, and on oath stated that he was
authorized to execute the said instrument and that the seal affixed is the
corporate seal of said corporation.
WITNESS my hand and official seal hereto affixed the day and year in
this certificate above written.
/s/ Xxxxxx X. Xxxxxxx
---------------------------------------------
Notary Public in and for the State
of Washington, residing at 0000 Xx. 000xx Xx.
Xxxx Xx., XX
3
LEASE BETWEEN SEA/TAC PROPERTIES AND BOW LAKE, INC.
EXHIBIT A
---------
THAT PORTION OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 33,
TOWNSHIP 23 NORTH, RANGE 4, EAST X.X., XXXX COUNTY, WASHINGTON DESCRIBED AS
FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID SUBDIVISION; THENCE NORTH 88(degrees)
31' 34" WEST ALONG THE NORTH LINE OF SAID SUBDIVISION 20.00 FEET TO THE WESTERLY
MARGIN OF 32ND AVENUE SOUTH; THENCE SOUTH 03(degrees) 04' 28" WEST ALONG SAID
WESTERLY MARGIN 8.50 FEET; THENCE NORTH 88(degrees) 31' 34" WEST 249.20 FEET TO
THE EASTERLY LINE OF THAT TRACT OF LAND DESCRIBED IN INSTRUMENT RECORDED UNDER
KING COUNTY RECEIVING NO. 7212280221, AND THE TRUE POINT OF BEGINNING; THENCE
SOUTH ALONG SAID EASTERLY LINE 398.65 FEET; THENCE NORTH 82(degrees) 13' 07"
EAST 102.00 FEET TO AN EXISTING FENCE; THENCE NORTHERLY ALONG SAID FENCE ON THE
FOLLOWING COURSES: NORTH 14(degrees) 11' 41" WEST 17.97 FEET; THENCE NORTH
12(degrees) 39' 39" WEST 24.42 FEET; THENCE NORTH 05(degrees) 53' 40" WEST 16.31
FEET; THENCE NORTH 02(degrees) 57' 16" EAST 160.14 FEET TO A POINT ON A CURVE TO
THE LEFT FROM WHENCE THE CENTER BEARS SOUTH 85(degrees) 55' 58" WEST 30.67 FEET;
THENCE NORTHWESTERLY ALONG SAID CURVE 24.87 FEET TO A POINT OF REVERSE CURVATURE
WITH A CURVE TO THE RIGHT WHOSE CENTER BEARS NORTH 39(degrees) 27' 48" EAST
43.23 FEET; THENCE NORTHERLY ALONG SAID CURVE 32.70 FEET TO A POINT FROM WHENCE
THE CENTER BEARS NORTH 82(degrees) 47' 53" EAST, SAID POINT ALSO BEING A POINT
ON A CURVE TO THE RIGHT FROM WHENCE THE CENTER BEARS NORTH 79(degrees) 20' 37"
EAST 136.00 FEET; THENCE NORTHERLY ALONG SAID CURVE 48.60 FEET TO A POINT FROM
WHENCE THE CENTER BEARS SOUTH 80(degrees) 10' 59" EAST 136.00 FEET, SAID POINT
ALSO BEING A POINT ON A CURVE TO THE RIGHT FROM WHENCE THE CENTER BEARS SOUTH
77(degrees) 27' 18" EAST 65.84 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE 65.55
FEET TO A POINT FROM WHENCE THE CENTER BEARS SOUTH 20(degrees) 24' 44" EAST
65.84 FEET; THENCE NORTH 07(degrees) 13' 11" WEST ALONG SAID FENCE LINE AND ITS
NORTHERLY PROJECTION 19.57 FEET TO A POINT ON A LINE WHICH BEARS SOUTH
88(degrees) 31' 34" EAST FROM THE TRUE POINT OF BEGINNING; THENCE NORTH
88(degrees) 31' 34" WEST 109.09 FEET TO THE TRUE POINT OF BEGINNING.
/s/ JBK
Lessors' Initials: /s/ KHLI Lessees' Initials: /s/ JBK Jr.
---- -------
LEASE BETWEEN SEA/TAC PROPERTIES AND BOW LAKE, INC.
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TABLE OF CONTENTS
-----------------
Paragraph Subject Page
--------- ------- ----
1. LEASED PREMISES............................................... 1
2. EFFECTIVE DATE AND TERM....................................... 1
(a) Effective Date............................................ 1
(b) Term...................................................... 1
(c) Lessee's Right of Termination............................. 1
3. RENT.......................................................... 2
(a) Initial Seven-Year Period................................. 2
(b) Rent Revised Every Seven Years............................ 2
4. CONDITIONS SUBSEQUENT--CONTINGENCIES.......................... 3
(a) Zoning and Development Permits............................ 3
(b) Title Insurance Policy.................................... 3
5. TAXES AND UTILITY CHARGES..................................... 4
(a) Taxes..................................................... 4
(b) Utility Charges........................................... 4
(c) Segregation............................................... 4
(d) Protest................................................... 4
6. INSURANCE..................................................... 5
7. CASUALTY--EMINENT DOMAIN...................................... 6
(a) Casualty.................................................. 6
(b) Eminent Domain............................................ 7
(1) Definition............................................ 7
(2) Termination of Lease.................................. 7
(3) Partial Taking........................................ 7
(4) Award for Total Taking or Partial
Taking Where Lease is Terminated...................... 8
(5) Award for Partial Taking Where
Lease is not Terminated............................... 8
(6) Special Award to Lessee............................... 8
(7) Determination of the Pro Rata Shares
of Lessor and Lessee.................................. 8
(8) Settlement............................................ 9
(9) Abatement of Rent..................................... 9
8. RIGHT OF FIRST REFUSAL........................................ 10
(a) Right of First Refusal.................................... 10
(b) Exercise of Right......................................... 10
(c) Closing of Sale........................................... 10
9. CONSTRUCTION AND OWNERSHIP OF IMPROVEMENTS.................... 11
10. ASSIGNMENT AND SUBLETTING..................................... 13
11. SUCCESSORS AND ASSIGNS........................................ 13
12. DEFAULT....................................................... 13
(a) Default................................................... 13
(b) Default by Lessee......................................... 13
(c) Default by Lessor......................................... 14
(d) No Waiver of Remedy....................................... 14
(e) A11 Other Remedies........................................ 15
13. UNAVOIDABLE DEFAULT OR DELAY.................................. 15
14. ARBITRATION................................................... 16
15. QUIET ENJOYMENT............................................... 16
16. ESTOPPEL CERTIFICATE.......................................... 16
17. NOTICES....................................................... 17
18. CONSTRUCTION OF LEASE......................................... 18
19. CAPTIONS AND HEADINGS......................................... 18
20. TIME OF ESSENCE............................................... 18
21. INVALIDITY AND ENFORCEABILITY................................. 18
22. ATTORNEY'S FEES............................................... 19
23. MEMORANDA OF LEASE............................................ 19
24. GOVERNING LAW................................................. 19
2
LEASE
-----
This ground Lease (hereinafter the "Lease" ) is made as of the 1st day
of April , 1980 , by and between BOW LAKE:, INC., a Washington corporation
("Lessor") and XXXXXX INDUSTRIES, a California corporation and SEA/TAC
PROPERTIES, LTD., a California Limited Partnership, Xxxx X. Xxxxxx, Xx.,
General Partner (hereinafter collectively referred to as "Lessee").
For and in consideration of the rents, mutual terms, covenants and
conditions contained herein, Lessor hereby leases and demises unto Lessee,
and Lessee takes and leases from Lessor that certain real property described
herein, all upon the following terms and conditions:
1. LEASED PREMISES.
------ --------
The real property which is the subject of this Lease is that certain real
property located in King County, Washington, as more fully described in the
legal description attached hereto as Exhibit A and incorporated herein by
this reference (hereinafter referred to as "premises").
2. EFFECTIVE DATE AND TERM.
--------- ---- --- ----
(a) Effective Date. This Lease shall become effective and binding upon the
--------- ----
parties hereto as of April 1, 1980.
(b) Term. Subject to the right of termination stated herein term of this
----
Lease shall be for a period ending on March 31, 2015 unless earlier
terminated.
(c) Lessee's Right of Termination. Lessee shall have the right to cancel
-------- ----- -- -----------
this Lease agreement following the date which is ten (10) years from
the date of execution and
delivery of this Lease or at the end of each year thereafter, provided
that, such cancellation shall only be effective where Lessee has
delivered to Lessor, at least two years prior to the date of said
cancellation, written notice of intent to cancel.
3. RENT.
----
(a) Initial Seven-Year Period. Lessee agrees to pay Lessor, as rent for the
------- ---------- ------
first seven years of the lease term, the sum of One Thousand Dollars
($1,000) per month, in advance, commencing with the first day of April
1980, and on the first day of each and every calendar month thereafter
through the first seven years of this Lease. Rent shall be payable by
check mailed to Lessor at the place desiqnated herein for service of
notices on Lessor or to such other address as Lessor may designate to
Lessee in writing.
(b) Rent Revised Every Seven Years. At the end of the initial seven-year
---- ------- ----- ----- -----
period of this Lease term, and at the end of each subsequent seven-
year period, Lessor and Lessee shall establish the monthly rent for
the premises based upon the value of the leased premises as unimproved
real property for use as a parking lot for an office center and
valued as of the time of this rent adjustment without regard to any
increase in value resulting from improvements made by Lessee. If
Lessor and Lessee are unable to agree on a value for the monthly rent
for any seven-year period, the matter shall be referred to binding
arbitration pursuant to the provisions of paragraph 14 herein
regarding conduct of any arbitration proceeding. The decision of said
arbitrators will be binding and will establish the
monthly rental rate for the succeeding seven-year period, unless
earlier terminated.
4. CONDITIONS SUBSEQUENT-CONTINGENCIES.
---------- ------------------------
The effectiveness of this Lease is specifically contingent upon the
following conditions subsequent having been met or waived in writing by
Lessee, and Lessor agrees to reasonably cooperate with Lessee to execute
any documents, permits, applications and the like which may be reasonably
necessary to the performance of these conditions:
(a) Zoning and Development Permits. It is the intention of the Lessee to
------ --- ----------- -------
use the premises in connection with the existing or future office
buildings adjacent to the premises. This Lease is contingent upon the
Lessee obtaining, in connection with Lessee's intended use, the
proper zoning, building, demolition, use, and/or occupancy permits,
plat acceptances, lot line revision acceptances, environmental reports
and permits, and/or any other required studies, reports or approvals,
or any written agreements satisfactory to Lessee, required by any
governmental entity. Nothing in this paragraph, however, shall require
Lessee's cancellation of this Lease in the event that Lessee is unable
to fulfill the above conditions.
(b) Title Insurance Policy. This Lease is contingent upon Lessee obtaining,
----- --------- ------
at Lessee's expense, a title insurance policy insuring Lessee's
leasehold interest in the premises and being subject only to those
defects and encumbrances in title as are approved by Lessee.
5. TAXES AND UTILITY CHARGES.
----- --- ------- -------
(a) Taxes. Lessee agrees to pay all real estate taxes attributable to the
-----
premises for the term of this
Lease. In the event that any taxes levied against the premises become
due and payable during the term of this Lease and may legally be paid
in installments, Lessee may pay such taxes and shall be liable only
for those installments which are due and payable during the term of
this Lease. Taxes for the first and last years of the lease term shall
be pro-rated between Lessor and Lessee.
(b) Utility Charges. Lessee agrees to pay or cause to be paid to the proper
------- -------
municipal, governmental or other authorities or private utilities
charged with the collection thereof all charges for electricity, gas,
sewer, water, telephone, trash removal, or other utilities or services
used or consumed on the premises. Such charges shall be paid as the
same from time to time become due during the term of this Lease.
(c) Segregation. It is understood and agreed by Lessee and Lessor that the
-----------
premises may be segregated for purposes of real estate taxes collected
by the appropriate governmental authorities. Lessor agrees to execute
the documents, applications, etc. necessary to obtain such a
segregation. Until the premises has been segregated by the appropriate
governmental authority, Lessee shall pay only its pro rata portion
of the real estate taxes based on Lessee's use.
(d) Protest. Lessee shall have the privilege, at its own expense, in its
-------
own name or in the name of the Lessor, of contesting, objecting to,
or opposing the legality or validity of any tax or of any law under
which the same may be imposed, and of making and prosecuting claims
with respect thereto, and for the recovery of
penalties thereon; provided that prompt notice of any such protest
shall be given to Lessor; and provided, further, that any such
contest, objection or opposition, or claims or the prosecution
thereof, shall not be carried on or maintained after the time limited
for payment by Lessee of the obligations, unless Lessee shall have
duly paid the amount involved under protest or, at Lessee's cost,
either: (1) Procurred a stay of all proceedings to enforce any
collection thereof; or (2) provided the Lessor, through bonding or
some other mutually acceptable method, with indemnification for the
final payment and discharge thereof.
Lessor agrees to participate with and assist Lessee in any such
protest or action.
6. INSURANCE.
---------
Lessee shall at all times during the terms of this Lease procure and
maintain general liability insurance for injury to persons or damage to
property arising out of the use of the premises, which insurance shall be
carried with companies duly authorized to write such insurance in the State
of Washington. A minimum policy limit shall be Five Hundred Thousand
Dollars ($500,000.00) for one person and Five Hundred Thousand Dollars
($500,000.00) for one accident involving personal injury and Five Hundred
Thousand Dollars ($500,000.00) for property damage. All such insurance
shall name Lessee and the Lessor as insureds and certificates thereof shall
be delivered by Lessee to Lessor at Lessor's request. The amount on
insurance coverage shall be reviewed and increased no less frequently than
ninety (90) days prior to each seventh anniversary of the commencement of
the term
of this Lease, and if no agreement as to the amount of such insurance is
reached between Lessor and Lessee within said period, the matter will be
submitted to binding arbitration pursuant to paragraph 14 below.
7. CASUALTY-EMINENT DOMAIN.
-----------------------
(a) Casualty. In the event that any improvements on the premises, or the
--------
premises themselves are damaged or otherwise made unsuitable for the
Lessee's business purpose, and such damage occurs in the last seven
years of the term of this Lease, or such damage cannot, in the
reasonable opinion of Lessee, be repaired within four (4) months from
the commencement of repairs, Lessee shall have the right to terminate
this Lease by giving not less than thirty (30) days notice in writing
to the Lessor at any time within six (6) months from the date of
such damage. In the event of such termination, all rentals and other
obligations of Lessee shall terminate as of the effective date of the
termination. Any rent theretofore paid or then payable shall be
apportioned as of the date of termination and any unearned but prepaid
rent shall be refunded to Lessee. In the event of a casualty which
does not result in termination of this Lease as provided herein,
insurance proceeds, if any, shall first be applied by Lessee to repair
such damage and the balance of the proceeds, if any, shall be retained
by Lessee as its sole and exclusive property. In the event of a
casualty loss as provided above, the rent and other charges to be paid
by Lessee shall be abated for the period of time necessary to repair
or restore the premises to the condition
in which it was on the day prior to such casualty damage. Such
abatement shall be based upon a pro rata reduction when the portion of
the premises which cannot be used for the Lessee's business purposes
is compared to the portion thereof which is undamaged. If no agreement
on the amount of and time for said abatement can be reached between
Lessor and Lessee, the matter shall be submitted to binding
arbitration pursuant to the terms of paragraph 14 below.
(b) Eminent Domain.
------- ------
(1) Definition. The term "eminent domain" shall mean the condemnation
----------
and taking of all or any part of the property through the
exercise of any right of eminent domain or any similar
governmental power whether by public authority or by a private
corporation, or any purchase or other acquisition in lieu of such
condemnation. Settlement of any legal proceedings and the
purchase price in lieu of condemnation shall require the consent
of both Lessor and Lessee. The expression "date of taking"
means the date possession is surrendered to the condemning
authority.
(2) Termination of Lease. If the whole of the premises should
----------- -- -----
be taken under the power of eminent domain, the term of this
Lease shall cease as of the date of taking.
(3) Partial Taking. In the event of a taking by eminent domain
------- ------
of less than the entire premises and where such taking, in
the good faith determination of the Lessee, renders the
remaining
portion of the premises unsuitable for the Lessee's purposes, then
upon written notice to the Lessor given not more than sixty (60)
days after the date of such taking, the Lessee may terminate this
Lease as of the date of taking. Any question concerning the good
faith nature of the Lessee's determination shall be submitted to
binding arbitration as set forth in paragraph 14 below.
(4) Award for Total Taking or Partial Taking Where Lease is
----- --- ----- ------ -- ------- ------ ----- ----- --
Terminated. Any award for the taking of the entire premises,
----------
or upon the taking of a portion of the premises where this Lease
shall be terminated, shall be divided pro rata between the
Lessor and the Lessee in the manner as set forth in Paragraph
7(b)(7) below.
(5) Award for Partial Taking Where Lease is not Terminated. In the
----- --- ------- ------ ----- ----- -- --- ----------
event this Lease is not terminated, the award for the taking
shall be paid pro rata between the Lessor and Lessee in the
manner set forth in Paragraph 7(b)(7) below. Any payment to any
mortgagee of the Lessee by reason of a partial taking where this
Lease is not terminated shall be.paid exclusively from the
Lessee's portion of the award for such taking.
(6) Special Award to Lessee. Anything herein to the contrary
------- ----- -- ------
notwithstandinq, any award made directly to the Lessee for the
taking or destruction of its business, moving or relocation
expenses or other matters, shall be paid to the Lessee subject
only to the rights of any mortgagee of the Lessee.
(7) Determination of the Pro Rata Shares of Lessor and Lessee. In the
------------- -- --- --- ---- ------ -- ------ --- ------
event the Lessor and Lessee cannot agree as to their pro rata
interest in the portion of the award to be divided between them,
then upon not less than thirty (30) days prior written notice
from one to the other, the matter shall be submitted to binding
arbitration pursuant to the provisions of paragraph 14 below;
provided, that upon the written request of either Lessor or
Lessee within ten (10) days of the receipt of the notice to
arbitrate called for above, the matter in dispute shall be
decided by court action pursuant to the laws and rules of the
State of Washington. The pro-rata share of Lessee shall be based
on the reduction in parking spaces resulting from the taking.
(8) Settlement. Any settlement of a filed or threatened eminent
----------
domain action and/or the delivery of a deed prior to a final
adjudication of an eminent domain action, pertaining to or with
respect to all or any part of the premises shall be only upon the
agreement of the Lessor and Lessee. Any failure to reach
agreement shall be submitted to binding arbitration as set forth
in paragraph 14 below.
(9) Abatement of Rent. If less than all of the premises is taken under
--------- -- ----
the power of eminent domain and this Lease is not terminated,
then the rent shall be equitably abated from the date of taking
based upon the percent of the leased premises which is taken as
compared to the total
area of the premises taking into consideration the reduction in
parking spaces resulting from the taking. If any rent has been
paid in advance by Lessee, such rents shall be refunded to Lessee
in accordance with the abatement provisions of this paragraph.
8. RIGHT OF FIRST REFUSAL.
----- -- ----- -------
(a) Right of First Refusal. In the event the Lessor or a successor or
----- -- ----- -------
assignee of Lessor desires to sell the premises, or any part thereof,
then and in that event, the Lessee shall have the right to purchase
the premises at a price equal to the bona fide price offered to the
Lessor by a third party, which offer the Lessor is willing to accept.
This right shall exist throughout the term of this Lease and apply to
any successors or assigns of Lessor.
(b) Exercise of Right. The Lessee shall not have less than twenty (20) days
-------- -- -----
following receipt of written notice of the Lessor's desire to sell the
premises, or a portion thereof, said notice containing all the terms
and conditions of the proposed sale, within which to provide the
Lessor with written notice of Lessee's election to acquire title to
such property. A failure of Lessee to provide the notice of election
within said twenty (20) day period shall be conclusively deemed to be
an election to waive the above riqht of first refusal as regards the
particular sale described in Lessor's notice to Lessee.
(c) Closing of Sale. Closing of the sale by the Lessor to Lessee shall
------- -- ----
occur within ninety (90) days of the date Lessee provides notice to
the Lessor of the election to
exercise its right of first refusal. Title to the premises or portion
thereof being sold shall be conveyed at closing by statutory warranty
deed subject to no exceptions other than those approved by the Lessee
pursuant to paragraph 4(b) above, or those encumbrances or exceptions
arising through acts of the Lessee. The Lessor shall provide an
owner's title insurance policy from a title company of Lessee's
choice insuring title in Lessee and written in an amount equal to
the purchase price as determined above. If Lessee desires ALTA or
extended coverage, the additional premium cost shall be paid by
Lessee. Purchase price shall be paid in cash at closing. The closing
shall occur at the office of the title insurance company providing the
above title insurance and the Lessor agrees to pay all excise,
conveyance and stamp taxes, recording fees and the cost of the above
title insurance policy provided, however, that the net amount payable
to the Lessor shall not be less than the net amount receivable under
the bona fide offer to purchaser from the third party. Lessee and
Lessor shall equally divide all escrow fees incurred by reason of this
sale. The parties agree to execute and deliver such reasonable escrow
instructions as required by the escrow agent.
9. CONSTRUCTION AND OWNERSHIP OF IMPROVEMENTS.
------------ --- --------- -- ------------
Lessee may, at Lessee's expense, construct on the premises any improvements
and make such repairs, additions, alterations and improvements thereto as
Lessee may deem desirable, limited to surface parking facilities and uses
incidental thereto, provided such work does not substantially reduce the
inherent value of improvements then on the premises.
The Lessor shall not be obligated to maintain, replace or rebuild any
improvements thereon, and upon completion of such improvements, Lessee
convenants to keep and maintain such improvements in a good state of
repair.
Ownership of all improvements constructed on the premises by Lessee and
all additions, alterations and improvements thereto made by Lessee, even
though a part of the real estate, shall be and remain in Lessee during the
term of this Lease. Upon the termination of this Lease, fee title to all
improvements then located on the premises shall pass to and vest in the
Lessor.
Lessee has the right to demolish a11 or any part of any improvement
now or hereafter constructed on the premises as it may deem appropriate in
conjunction with the repair, restoration or construction of improvements on
the premises which new or repaired or renovated improvement shall have a
value not less than the previously existing improvements. In addition,
Lessee may at any time during the term of this Lease, remove, fill, grade,
regrade or rearrange the land and/or improvements thereon which constitute
the premises as may be incidental to any construction, renovation, or
demolition activities, and in all such activities may deal with the
premises as if Lessee were the sole owner thereof. All salvage from such
activities and all soil and earth severed or removed from the premises in
connection therewith shall be the property of the Lessee, but nothing herein
contained shall permit the Lessee to remove soil or earth except as
incidental to construction, renovation, landscaping or demolition
activities. Lessee shall perform all activities referred to in this section
with compliance with all
applicable governmental laws, ordinances, codes and regulations. The Lessor
shall cooperate with Lessee in obtaining all required licenses, permits and
approvals with respect to such activities, and shall sign all papers and
documents at any time needed in connection therewith including, without
limitation, such instruments as may be required for the laying out,
maintenance, repair, replacement and use of utilities of all kinds;
provided, however, Lessee shall pay all reasonable out-of-pocket expenses
of the Lessor in connection therewith.
10. ASSIGNMENT AND SUBLETTING.
---------- --- ----------
Lessee may assign this Lease or sublet the whole or any part of the leased
premises for use consistent with the provisions of Paragraph 9.
11. SUCCESSORS AND ASSIGNS.
---------- --- -------
This Lease and the terms, covenants and conditions thereof shall be binding
upon and inure to the benefit of the respective parties hereto, their
estates, and their successors in interest and the words "Lessor" and
"Lessee" wheresoever the same appear herein shall be deemed to include
not only the original Lessor and Lessee herein named, but also their
respective successors in interest, assigns, trustees, administrators,
executors, heirs and marital communities, if any.
12. DEFAULT.
-------
(a) Default. Either party shall be deemed to be in default upon the
-------
expiration of thirty (30) days from the receipt of a written notice of
the other party specifying the particulars in which such party has
failed to perform the obligations of this Lease, unless that party,
prior to the expiration of said thirty (30) days, has rectified the
particulars specified in the
13
notice. However, such party shall not be in default if such failure
(except the failure to pay money) cannot be rectified within said
thirty (30) day period and such party commences such cure and
thereafter diligently pursues such cure to completion.
(b) Default by Lessee. If the defaulting party is Lessee, Lessor may
------- -- ------
decree the term ended and enter the premises; or Lessor may re-enter
the premises and sublet the whole or any part thereof for the account
of the Lessee, upon as favorable terms and conditions as the market
will allow. In the latter event, Lessor shall have the right to
collect any rent which may thereafter become payable under such
sublease and to apply the same first, to the payment of any expenses
incurred by landlord in dispossessing Lessee and in subletting the
premises, including reasonable attorney's fees and reasonable real
estate commissions, and second to the payment of the rent herein
reserved and the fulfillment of Lessee' s covenants hereunder, and
Lessee shall be liable for amounts equal to the several installments
of rent as they would, under the terms of this Lease become due, less
any amounts actually received by Lessor and applied on account of rent
as aforesaid; provided however, that the maximum period for which
Lessee shall be liable for payment of such sums shall be limited to
the shortest time for which Lessee shall be obligated to pay rent
hereunder pursuant to Paragraph 2 above and as otherwise provided
herein.
(c) Default by Lessor. If the defaulting party is Lessor, Lessee may incur
------- -- ------
any reasonable expenses necessary to perform the obligation of Lessor
as specified in such
14
notice and may deduct such expenses from the rents thereafter to
become due. In the case of default by Lessor, Lessee may also declare
the term of this Lease ended and vacate the premises and be relieved
of all further obligations hereunder.
(d) No Waiver of Remedy. The failure of a party to insist upon strict
-- ------ -- ------
performance of any of the terms, conditions and covenants herein,
shall not be deemed a waiver of any rights or remedies that said party
may have, and shall not be deemed a waiver of any subsequent breach or
default in the terms, conditions and covenants herein contained. The
performance of each and every covenant and agreement by Lessor
contained in this Lease is a condition precedent to the right to
collect rents or enforce this Lease.
(e) All Other Remedies. In addition to the remedies set forth in this
--- ----- --------
Lease, Lessor and Lessee shall have all other remedies provided by law
or statute to the same extent as if fully set forth herein word for
word. No remedy herein conferred upon or reserved to Lessor or Lessee
shall exclude any other remedy herein or by law provided, but each
shall be cumulative.
13. UNAVOIDABLE DEFAULT OR DELAY.
----------- ------- -- -----
Any prevention, delay, non-performance, or stoppage due to any of the
following causes shall excuse non-performance for a period equal to any
such prevention, delay, non-performance or stoppage, except the obligations
imposed by this Lease for the payment of rent, taxes, insurance or
obligations to pay money that are treated as rent. The causes referred to
above are: strikes, lockouts, labor disputes, failure of power,
irresistible super-human cause,
15
acts of public enemies of this state or of the United States, riots,
insurrection, civil commotion, inability to obtain labor or materials or
reasonable substitutes for either, governmental restrictions or regulations
or controls (except those reasonably foreseeable in connection with the
uses contemplated by this Lease), casualties not contemplated by insurance
provisions of this Lease, or other causes beyond the reasonable control of
the party obligated to perform.
14. ARBITRATION.
-----------
Any arbitration authorized hereunder shall be pursuant to the rules of the
American Arbitration Association. Each party shall appoint one arbitrator
within ten (10) days after notice of arbitration is served upon one party
by the other. The cost, fees and expenses of the two arbitrators shall be
borne by the party appointing each arbitrator. If said arbitrators are not
able to reach agreement on the matter being arbitrated within thirty (30)
days after appointment of the second arbitrator, then the two arbitrators
so appointed shall immediately appoint a third arbitrator, the cost, fees
and expenses of which shall be divided equally between Lessee and Lessor.
The decision of a majority of the arbitrators shall be binding on all
parties.
15. QUIET ENJOYMENT.
----- ---------
Lessor covenants and agrees that Lessee, upon paying the rent herein
reserved and observing and keeping the covenants, agreements, and
conditions of this Lease on its part to be kept, shall lawfully and quietly
hold, occupy and enjoy said premises during the term of this Lease without
16
hindrance or molestation by Lessor, or any person or persons, firm or
corporation, claiming by, through or under Lessor.
16. ESTOPPEL CERTIFICATE.
-------- -----------
The Lessor, within thirty (30) days after written request by Lessee, shall
execute, acknowledge and deliver to Lessee a certificate setting forth if
such be the fact (1) that this Lease is in full force and effect; (2) the
same has not been modified or any provisions thereof waived, except to the
extent, if any, set forth in such certificate; (3) that the Lessor knows of
no then existing breach or default by Lessee except such, if any, as are
set forth in such certificate; and (4) further setting forth therein that
all rents under this Lease theretofore accrued have been paid except such,
if any, as are therein stated to be unpaid. Such certificate shall be in a
form and content reasonably satisfactory to Lessee, and, except for breaches
by Lessee not discoverable by the exercise of due diligence, may be
conclusively relied upon by Lessee and any mortgagee.
17. NOTICES.
-------
Any notice provided for herein shall be given in person or by registered or
certified United States mail, postage prepaid, return receipt requested,
addressed as follows:
If to Lessor: Bow Lake Inc.
00000 00xx Xxx Xx.
---------------------------------
Seattle Wash 98188
---------------------------------
---------------------------------
With a copy to: X. X. Xxxxxxx
---------------------------------
10925 Xxxx Acres Dr. So.
---------------------------------
Xxxxxxx Xxxx 00000
---------------------------------
If to Lessee: Sea/Tac Properties
Attention: General Manager
00000 Xxxxxxx Xxxxxxx Xxxxx
X.X. Xxx 00000
Xxxxxxx, XX 98188
17
With a copy to: Xxxxxx Industries
Attention: Manager of Properties
0000 Xxxx Xxxxxxxx Xxxxxxx
Xx Xxxxxxx, XX 00000
With an additional
copy to: Reed, McClure, Xxxxxx & Xxxxx, X.X.
0000 Xxxx xx Xxxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
The addresses to which notices or demands may be given or made to
either party may be changed by written notice given by such party to the
other pursuant to this paragraph. Notices given before such change of an
address shall not be invalidated by the change.
Lessor and Lessee agree that a copy of all notices which Lessor or
Lessee gives hereunder shall also be given personally or by registered or
certified mail, return receipt requested, to such other persons and at such
other places as Lessor and Lessee may designate in writing. A11 notices
shall be deemed given upon personal service or after three (3) days after
notice is mailed as above stated.
18. CONSTRUCTION OF LEASE.
------------ -- -----
In case of any ambiguity or doubt as to the meaning of any provision of
this Lease, such provision shall be construed fairly in order to effectuate
the intents and purposes of the parties as nearly as they can be
ascertained, and not strictly for or against either party, and it is
agreed that in the construction of this Lease, no consideration shall be
given to whether this Lease or any particular provision thereof was drawn
in the first instance by one of the parties rather than the other, or
jointly by both parties.
19. CAPTIONS AND HEADINGS.
-------- --- --------
The captions and headings hereof are inserted for convenience purposes only
and shall not be deemed part of this Lease nor given effect in any way in
construing the same.
18
20. TIME OF ESSENCE.
---- -- -------
Time shall be of the essence of this Lease and of each of the provisions
hereof.
21. INVALIDITY AND ENFORCEABILITY.
---------- --- --------------
The invalidity or unenforceability of any provision herein contained shall
not affect the validity and enforceability of this Lease or of any of the
other provisions herein contained. The partial invalidity or
unenforceability or the invalidity or unenforceability under particular
circumstances of any provision herein contained shall not affect the
validity of this Lease or the validity and enforceability of the remainder
of such provisions or the validity and enforceability of such provisions
under other circumstances.
22. ATTORNEY'S FEES.
---------- ----
If either party brings any action or proceeding to enforce, protect or
establish any right or remedy under this Lease, the prevailing party shall
be entitled to recover its costs and reasonable attorney's fees, including
a reasonable attorney's fee in any appeal thereof. Arbitration shall be
considered an action or proceeding for the purpose of this provision.
23. MEMORANDA OF LEASE.
---------- -- -----
Lessor and Lessee agree that they will execute and acknowledge a short-form
memorandum of this Lease, which memorandum may be recorded by either Lessor
or Lessee.
24. GOVERNING LAW.
--------- ---
This Lease shall be governed by the laws of the State of Washington. Any
court action brought to enforce any right
19
hereunder shall be brought only in the courts of King County, Washington.
Executed as of the date first above written.
LESSEE:
SEA/TAC PROPERTIES, LTD., a XXXXXX INDUSTRIES, a California
California Limited Partnership Corporation
By /s/ Xxxx X. Xxxxxx By /s/ Xxxx X. Xxxxxx, Xx.
------------------------------ ------------------------------
Its General Partner Its Exec. V.P.
--------------------------- ---------------------------
LESSOR:
Bow Lake, Inc., a Washington corporation
By /s/ Xxxxxx X. Xxxxxxx By /s/ Xxxxx Xxxxxx
------------------------------ ------------------------------
Its Pres. Its Sec. Treas.
--------------------------- ---------------------------
STATE OF WASHINGTON )
) ss.
COUNTY OF K I N G )
On 29 May, 1980, before me, the undersigned, a Notary Public in and
------
for the State of Washington, duly commissioned and sworn, personally appeared
Xxxx X. Xxxxxx, to me known to be the General Partner of SEA/TAC PROPERTIES,
--------------
LTD., the limited partnership that executed the foregoing instrument, and
acknowledged the said instrument to be the free and voluntary act and deed of
said limited partnership for the uses and purposes therein mentioned, and on
oath stated that he was authorized to execute the said instrument.
WITNESS my hand and official seal hereto affixed the day and year in
this certificate above written.
/s/ Xxxxxx X. Xxxxxxx
-------------------------------------------
Notary Public in and for the State
of Washington, residing at 0000 X 000xx Xx.
Xxxx Xx., XX
XXXXX XX XXXXXXXXXX )
) ss.
COUNTY OF K I N G )
On June 19, 1980, before me, the undersigned, a Notary Public in and
-------
for the State of Washington, duly commissioned and sworn, personally appeared
Xxxxxx X. Xxxxxxx and Xxxxx Xxxxxx, to me known to be the Pres. and Sec. Treas.,
----------------- ------------ ----- -----------
respectively, of Bow Lake, Inc., the corporation that executed the foregoing
instrument, and acknowledged the said instrument to be the free and voluntary
act and deed of said corporation, for the uses and purposes therein mentioned,
and on oath stated that they were authorized to execute the said
20
instrument and that the seal affixed is the corporate seal of said corporation.
WITNESS my hand and official seal hereto affixed the day and year in
this certificate above written.
/s/ Xxxx Xxxxx
---------------------------------------------
Notary Public in and for the State
of Washington, residing at 0000-00xx Xxx. Xx.
XXXXX XX XXXXXXXXXX )
) ss.
COUNTY OF K I N G )
On 29 May, 1980, before me, the undersigned, a Notary Public in and
------
for the State of Washington, duly commissioned and sworn, personally appeared
Xxxx X. Xxxxxx, Xx. to me known to be the EXECUTIVE V.P. of XXXXXX INDUSTRIES
------------------- --------------
the corporation that executed the foregoing instrument, and acknowledged the
said instrument to be the free and voluntary act and deed of said corporation,
for the uses and purposes therein mentioned, and on oath stated that he was
authorized to execute the said instrument and that the seal affixed is the
corporate seal of said corporation.
WITNESS my hand and official seal hereto affixed the day and year in
this certificate above written.
/s/ Xxxxxx X. Xxxxxxx
---------------------------------------------
Notary Public in and for the State
of Washington, residing at 0000 X. 000xx Xx.
Xxxx Xx., XX
21
LEASE BETWEEN SEA/TAC PROPERTIES AND BOW LAKE, INC.
EXHIBIT A
---------
THAT PORTION OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 33,
TOWNSHIP 23 NORTH, RANGE 4, EAST X.X., XXXX COUNTY, WASHINGTON DESCRIBED AS
FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID SUBDIVISION; THENCE NORTH 88(degrees)
31'34" WEST ALONG THE NORTH LINE OF SAID SUBDIVISION 20.00 FEET TO THE WESTERLY
MARGIN OF 32ND AVENUE SOUTH; THENCE SOUTH 03(degrees) 04'28" WEST ALONG SAID
WESTERLY MARGIN 8.50 FEET; THENCE NORTH 88(degrees) 31'34" WEST 249.20 FEET TO
THE EASTERLY LINE OF THAT TRACT OF LAND DESCRIBED IN INSTRUMENT RECORDED UNDER
KING COUNTY RECEIVING NO. 7212280221, AND THE TRUE POINT OF BEGINNING; THENCE
SOUTH ALONG SAID EASTERLY LINE 398.65 FEET; THENCE NORTH 82(degrees) 13'07"
EAST 102.00 FEET TO AN EXISTING FENCE; THENCE NORTHERLY ALONG SAID FENCE ON THE
FOLLOWING COURSES: NORTH 14(degrees) 11'41" WEST 17.97 FEET; THENCE NORTH
12(degrees) 39'39" WEST 24.42 FEET; THENCE NORTH 05(degrees) 53'40" WEST 16.31
FEET; THENCE NORTH 02(degrees) 57'16" EAST 160.14 FEET TO A POINT ON A CURVE TO
THE LEFT FROM WHENCE THE CENTER BEARS SOUTH 85(degrees) 55'58" WEST 30.67 FEET;
THENCE NORTHWESTERLY ALONG SAID CURVE 24.87 FEET TO A POINT OF REVERSE CURVATURE
WITH A CURVE TO THE RIGHT WHOSE CENTER BEARS NORTH 39(degrees) 27'48" EAST
43.23 FEET; THENCE NORTHERLY ALONG SAID CURVE 32.70 FEET TO A POINT FROM WHENCE
THE CENTER BEARS NORTH 82(degrees) 47'53" EAST, SAID POINT ALSO BEING A POINT
ON A CURVE TO THE RIGHT FROM WHENCE THE CENTER BEARS NORTH 79(degrees) 20'37"
EAST 136.00 FEET; THENCE NORTHERLY ALONG SAID CURVE 48.60 FEET TO A POINT FROM
WHENCE THE CENTER BEARS SOUTH 80(degrees) 10'59" EAST 136.00 FEET, SAID POINT
ALSO BEING A POINT ON A CURVE TO THE RIGHT FROM WHENCE THE CENTER BEARS SOUTH
77(degrees) 27'18" EAST 65.84 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE 65.55
FEET TO A POINT FROM WHENCE THE CENTER BEARS SOUTH 20(degrees) 24'44" EAST
65.84 FEET; THENCE NORTH 07(degrees) 13'11" WEST ALONG SAID FENCE LINE AND ITS
NORTHERLY PROJECTION 19.57 FEET TO A POINT ON A LINE WHICH BEARS SOUTH
88(degrees) 31'34" EAST FROM THE TRUE POINT OF BEGINNING; THENCE NORTH
88(degrees) 31'34" WEST 109.09 FEET TO THE TRUE POINT OF BEGINNING.
/s/ JBK
Lessors' Initials: /s/ KHLI Lessees' Initials: /s/ JBK Jr.
---- -------
