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AG 10-122
RETURN TO: PW ADMIN EXT: 2700 ID# CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / 2. ORIGINATING STAFF PERSON: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G, RFB, RFP, RFQ) EXT: Z 7 22— 3. DATE REQ. BY: ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AME ENT (AG #): 1 G' /Z,2, ❑ M 1-1441/ � I NTERLOCAL OTHER 6r W f c, � S /1p'tl�e e, 1- q ✓ 1:4. i L / e a C ✓!rQ TG /DOE 5. PROECTNAME: 4; /l ©h d /\ A / Ler ✓'/ {�' / c -(i"ti3 Le c /j��/ G'Css -�Cu 6. NAME OF CONTRACTOR: 6!1/ G• ' f e1/ u& C c 1 & v '� p 3 440 f - J 336 ADDRESS: C'VL- CQ.. t•tr A, f Ci iy ►Vtrrc•► S�y.5`O Sow )) P•'Y' . • i�'V(hur�,Dl �' TELEPHONE: 1%7-65-0 -lave E -MAIL: /II_y i• .= p, Dp, b z .e 7 `� . L�, oil: rd L - y4L) FAX: SIGNATURE NAME: / /` Gt C i h e CC CG a TITLE: 14/1„ 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS CFW LICENSE # BL, EXP. 12/31/ 8. TERM: COMMENCEMENT DATE: UBI # , EXP. // COMPLETION DATE: &/ �i71) U 9. TOTAL COMPENSATION: $ 414.11 u �4 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LAB R GE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES �, I❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY 1V ❑ PURCHASING: PLEASE CHARGE To: / fr 10. DOCUMENT / CONTRACT REVIEW 7. PROJECT MANAGER 1zt DEPUTY DIRECTOR 61 DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) 2t. LAW DEPT INITIAL / DATE REVIEWED INITIAL / DATE APPROVED Z //07/7 2(/4717 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATED ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE Derr. SUPPORT STAFF ff NECESSARY) DATE REC'D: 23. LAW DEPT )(SIGNATORY (MAYOR OR DIRECTOR) iy ITY CLERK SSIGNED AG # SIGNED COPY RETURNED ❑ RETURN ONE ORIGINAL COMMENTS: EXECUTE " " ORIGINALS DATE SENT: 2/17 LANDLORD CONSENT TO ASSIGNMENT AND SUBLEASE AND ESTOPPEL CERTIFICATE THIS LANDLORD CONSENT TO ASSIGNMENT AND SUBLEASE AND ESTOPPEL CERTIFICATE (this "Consent ") is made and executed as of the RIday of _, 2017, by the CITY OF FEDERAL WAY, a Washington municipal corporation ( "Landlord ") in favor of CLP ENCHANTED VILLAGE, LLC (f/k/a CNL Income Enchanted Village, LLC) ( "Tenant "). RECITALS WHEREAS, Landlord and Tenant, as assignee from PARC Enchanted Parks, LLC pursuant to that certain Amendment No. 1 to Lease for City Premises on a Portion of Milton Road South dated February 21, 2011 ( "Amendment No. 1 "), are parties to that certain Lease Agreement dated as of June 30, 2010, as amended by Amendment No. 1, Amendment No. 2 to Lease Agreement dated March 17, 2014 and Amendment No. 3 to Lease Agreement dated June 9, 2016 (as amended from time to time, the "Lease "), with respect to certain real property and improvements thereon located in the City of Federal Way, County of King, State of Washington, consisting of approximately 33,841 square feet, as more particularly described in the Lease (the "Real Property "); WHEREAS, EPR Properties, a Maryland real estate investment trust ( "Purchaser ") and a third party not affiliated with Tenant (among others) have entered into a purchase agreement, whereby Purchaser and Tenant intend that Purchaser or its affiliate(s) will acquire 100% of the direct and/or indirect equity interest in Tenant, and as a result thereof will indirectly acquire all of Tenant's right, title and interest in and to the Lease (the foregoing being referred to as the "Acquisition "); WHEREAS, at the closing of the Acquisition, Tenant intends to merge with and into EPR Parks, LLC ( "EPR Parks "), an affiliate of Purchaser, which merger will result, by operation of law or otherwise, in an assignment of Tenant's its interest in the Lease; WHEREAS, in connection with the Acquisition, EPR Parks intends to enter into a sublease with Wild Waves Holdings, LLC (an affiliate of Premier Parks, LLC) ( "Premier ") for the entirety of the Real Property (the "Sublease "); NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord does hereby represent, warrant and covenant the following: A. Consent. 1. To the extent required under the Lease, Landlord hereby consents to the Acquisition and the assignment of the Lease, by operation of law or otherwise, to EPR Parks, which is an affiliate of Purchaser, or to an entity controlled by, controlling or under common control with Tenant (collectively, the "Assignment "). 2. To the extent required under the Lease, Landlord hereby consents to the Sublease. B. Effect of Consent. The grant by Landlord of consent to the Acquisition, the Assignment and the Sublease shall not constitute consent of Landlord to any future transfer or sublease; provided, however, Landlord hereby agrees that no further consent shall be required to subsequently transfer the Lease to an entity controlling, controlled by or under common control with Purchaser or EPR 1 ACTIVE /89117697.3 Parks, LLC, as the case may be. C. Estoppel. 1. The Lease is in full force and effect and is hereby ratified and confirmed, and has not been cancelled, modified, assigned, extended or amended in any way, except as described above. The Lease constitutes the entire agreement between the parties as to the subject matter thereof. 2. The Term of the Lease commenced on June 30, 2010 and shall terminate on June 30, 2019 and Tenant has no option to renew the term of the Lease. 3. The annual rent due under the Lease is currently $4,401.53, which rental rate shall increase annually per Section 4.2 of the Lease attached as Exhibit "A." All monthly rent due under the Lease has been paid in full through December 31, 2017. 4. Landlord is not in default in the performance of any of its obligations under the Lease, nor, to the best knowledge of Landlord, has any event occurred which, with the giving of notice or the passage of time or both, would constitute a default by Landlord under the Lease. 5. To the best knowledge of Landlord, Tenant is not in default in the performance of any of its obligations under the Lease, nor is Landlord aware of any event which, with the giving of notice or the passage of time or both, would constitute a default by Tenant under the Lease. Nothing in this section shall be construed to waive Landlord's right to declare any breach or default. Landlord's failure or delay to declare any breach or default shall not waive such breach or default. D. Due Authorization, Execution and Delivery. Landlord is duly authorized to execute this Consent and this Consent has been duly executed and delivered by Landlord. No consent by any court, agency, bureau, or other (governmental or nongovernmental) third party is required for Landlord to execute and deliver this Consent, which consent has not been obtained. E. Reliance. This Consent shall be binding upon Landlord and shall inure to the benefit of and will be relied upon by CNL Lifestyle Properties, Inc., Tenant, Purchaser, EPR Parks, LLC, Premier and their respective affiliates, successors and assigns. [remainder of page left blank] 2 ACTIVE /89117697.3 IN WITNESS WHEREOF, Landlord has executed this Consent as of the date and year first written above. LANDLORD: CITY OF FEDERAL WAY By: , Mayor ATTEST: C. 1-rk, Stephanie Co ey, CMC APPROVED AS TO FORM: Pot City Attorney, J. Ryan Call 3 ACTIVE /89117697.3 Akh,CITY OF . Federal Way CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063 -9718 (253) 835-7000 ww w. cihrofederaMay com LEASE AGREEMENT 1. PARTIES. This Lease Agreement ( "Lease ") is made between the City of Federal Way, a Washington municipal corporation organized and existing under the laws of the State of Washington, Lessor ( "City"), and PARC Enchanted Parks, LLC, a Florida limited liability company ( "Lessee "). 2. PREMISES. The City hereby leases to Lessee, upon the following terms and conditions, the premises ( "Premises ") located in the City of Federal Way, King County, Washington. The Premises are comprised of approximately 33,841 square feet, as depicted in Exhibit A attached. The Parties acknowledge that the Premises are a portion of the Milton Road South owned by the City and over which the City exercises governmental authority pursuant to, inter alia, RCW 35A.47 and RCW 47.24, and Federal Way Revised Code Title 4. 3. TERM. The term of this Lease shall commence upon the effective date of this Lease, which shall be the date of mutual execution, and shall continue for three (3) years unless terminated sooner pursuant to Paragraph 10, or other provisions, of this Lease. This Lease may be extended for additional periods of time upon the mutual written agreement of the City and the Lessee. 4. RENT. 4.1 Rental Rate. Lessee shall pay the City an annual rent of Three Thousand, Four Hundred Forty-Four and 27/100 (3,444.27) and 12.84% leasehold tax equal to Four Hundred Forty -Two and 24/100 Dollars ($442.24) for a total of Three Thousand, Eight Hundred Eighty -Six and 51/100 ($3,886.51), as delineated in Exhibit B attached, payable in advance on or before the first (131) day of each year of the Lease term. All rents shall be made payable to the City of Federal Way and are to be received at the following address: Director of Management Services City of Federal Way 33325 Eighth Avenue S PO Box 9718 Federal Way, WA 98063 -9718 Said rental is exclusive of any sale, franchise, business or occupation, leasehold, or other tax based on rents. Should any such taxes apply during the life of this Lease, the rent shall be increased by such amount. 4.2 Annual Rent Increase. The rent shall be increased each year throughout the term of this Lease, and renewal terms (if any), by the amount of inflation as determined by the Consumer Price Index - Washington. Rent increases pursuant to this paragraph shall commence on the first year following the beginning of the term of this Lease. 5. SECURITY AND DAMAGE DEPOSITS. At the time of the signing of this Lease, the Lessee shall pay the first year's rent. In addition, the Lessee shall deposit with the City the sum of six (6) months' rent as a security deposit for the payment of rent. LEASE AGREEMENT 1 CITY OF ,'�... Federal Way CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063 -9718 (253) 835 -7000 wwwcrgrotkderamay.com 6. USE. Lessee shall use said premises for the following purposes and no other without prior written consent of the City: • perimeter landscaping; • existing signs; and • existing parking facility. 7. GENERAL TERMS AND CONDITIONS. 7.1 Taxes and Licenses. 7.1.1 License and Taxes. Lessee shall pay throughout the term of this Lease, all applicable taxes and all licenses and excise fees covering the business conducted on the premises. 7.1.2 Other Consideration. No offset, reduction, or credit toward rent shall be allowed unless it is in writing and signed by the City Manager of the City. 7.2 Compliance with All Laws and Regulations. In using the premises, Lessee will comply with all applicable laws, ordinances, and regulations of any and all authorities having jurisdiction. Lessee specifically agrees to comply, and pay all costs associated with achieving such compliance, without any notice of requirements from the City, and that the City does not waive this section by giving notice of demand for compliance in any instance. 7.3 Improvements and Alterations. 7.3.1 Lessee shall make no alterations or improvements to or upon the premises, or install any fixtures (other than trade fixtures which can be removed without injury to the premises) without first obtaining written approval from the City. 7.3.2 Unless otherwise stipulated, all improvements or alterations existing, erected or made on the premiss shall, upon expiration or earlier termination of this Lease, belong to the City without compensation to Lessee, however, the City shall have the option, to be exercised on expiration or earlier termination of the Lease, to require Lessee, at Lessee's expense, to remove any or all such improvements or alterations. 7.4 Condition of Premises. Lessee has inspected and knows the condition of the premises and it is understood arid agreed that the premises are leased on an "as is" basis without any obligation on the part of the City to make any changes, improvements, or to incur any expenses whatsoever for the maintenance or repair of the premises. 7.5 Construction Defects. The City shall not be liable to Lessee for claims or damages arising from any defect in the construction of or the present condition of the premises, whether known or unknown, or for damage by storm, rain, or leakage or any other occurrence. 7.6 Maintenance. 7.6.1 Lessee shall, throughout the term of this Lease without cost or expense to the City, keep and maintain the leased premises and all improvements, landscaping, fixtures, and equipment, which may now or hereafter exist thereon, in a neat, clean, and sanitary condition and shall, except for reasonable wear and tear, at all times preserve the premises in good and safe repair. Upon the expiration or sooner termination of the Lease, Lessee shall forthwith return the same in as good condition as existed at the commencement of occupancy (ordinary wear and tear excepted). 7.6.2 If, after thirty (30) day's notice from the City, Lessee fails to maintain or repair any part of the leased premises or any improvement, landscaping, fixtures or equipment thereon, the City may, but shall not be LEASE AGREEMENT 2 Federal Way CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063 -9718 (253) 835 -7000 www.cityoffederalway!can obligated to, enter upon the leased premises and perform such maintenance or repair, and Lessee agrees to pay the costs thereof to the City upon receipt of a written demand. Any unpaid sums under this paragraph shall be payable as additional rent on the next rent payment date due following the written demand and will bear interest at the maximum rate allowed by Washington State Law. 7.7 Indemnity and Hold Harmless. Lessee agrees to indemnify and hold the City harmless as provided herein to the maximum extent possible under law. Accordingly, Lessee agrees for itself, its successors, and assigns, to defend, indemnify, and hold harmless the City, its appointed and elected officials, and employees from and against liability for all claims, demands, suits, and judgments, including costs of defense thereof for injury to persons, death, or property damage which is caused by, arises out of, or is incidental to Lessee's exercise of rights and privileges granted by this Lease. Lessee's obligations under this section shall include: a. Indemnification for such claims whether or not they arise from the sole negligence of Lessee, the concurrent negligence of both parties, or the negligence of one or more third parties; b. The duty to promptly accept tender of defense and provide defense to the City at Lessee's own expense; c. Indemnification of claims made by Lessee's own employees or agents; and d. Waiver of Lessee's immunity under the industrial insurance provisions of Title 51 RCW, of which the waiver has been mutually negotiated by the parties. In the event it is necessary for the City to incur attorney's fees, legal expenses or other costs to enforce the provisions of this section, all such fees, expenses and costs shall be recoverable from Lessee. In the event it is determined that RCW 4.24.115 applies to this Lease, Lessee agrees to defend, hold harmless, and indemnify the City to the maximum extent permitted thereunder, and specifically for its negligence concurrent with that of the City to the full extent of Lessee's negligence. Lessee agrees to defend, indemnify, and hold harmless the City for claims by Lessee's employees and agrees to waiver of its immunity under Title 51 RCW, of which waiver has been mutually negotiated by the parties. 7.8 Liability Insurance. Lessee shall procure and maintain for the duration of this Lease, insurance against claims for injuries to persons or damages to property which may arise from, or in connection with Lessee's operation and use of the rental properties. 7.8.1 Minimum Scope of Insurance. Coverage shall be at least as broad as: Insurance Services Office Form No. GL 0002 (ED.1 /73) covering Comprehensive General Liability, and Insurance Services Office Form No. GL0404 covering Broad from Comprehensive General Liability; or Insurance Services Office Commercial General Liability Coverage ( "Occurrence" Form No. CG0001). 7.8.2 Minimum Limits of Insurance. Lessee shall maintain limits no less than: Comprehensive General Liability: $2,000,000.00 per occurrence, and $5,000,000.00 in the aggregate, for bodily injury, personal injury, and property damage. Automobile: $2,000,000.00 per occurrence, and $5,000,000.00 in the aggregate, for bodily injury, personal injury, and property damage. 7.8.3 Deductibles and Self- Insured Retentions. Any deductibles or self - insured retentions must be declared to and approved by the City. At the option of the City, the insurer shall reduce or eliminate such deductibles or self - insured retentions. In no event shall the deductible or self - insured retention exceed $5,000.00. LEASE AGREEMENT 3 Federal Way CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063 -9718 (253) 835-7000 www cdy offoderaM'ay.can 7.8.4 Other Insurance Provisions. The policy is to contain, or be endorsed to contain, the following provisions: a. The City, its officers, officials, employees, and volunteers are to be covered as insured as respects liability arising out of premises rented or used by Lessee. b. Lessee's insurance coverage shall be primary insurance as respects the City, its officers, employees, and volunteers. Any insurance or self - insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Lessee's insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policy shall not affect coverage provided to the City, its officers, officials, employees, or volunteers. d. Coverage shall state that Lessee's insurance shall apply separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. e. Insurance policy shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 7.8.5 Acceptability of Insurers. Insurance is to be placed with insurers with a Bests' rating of no less than A:XI. 7.8.6 Verification of Coverage. Lessee shall furnish the City with certificate(s) of insurance and with original endorsement(s) effecting coverage required by this Lease. The certificate and endorsement for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements or each insurance policy are to be provided by the City and are to be received and approved to the City before occupancy commences. The City reserves the right to require complete certified copies of all required insurance policies at any time. 7.9 Release and Waiver. To the extent a loss is covered by insurance in force, and to the extent the City is not indemnified for such loss by Lessee under Section 7.7 above, the Lessee hereby releases the City from liability and waives all right of recovery against the City for any loss from perils insured against under the City's respective fire or comprehensive general liability insurance policies, including any extended coverage endorsements hereto; provided, that this Lease shall be incapable if it would have the effect of invalidating any insurance coverage of the City. 7.10 Surrender of Premises. At the expiration or earlier termination of this Lease, Lessee shall promptly surrender possession of the premises to the City. 7.11 Default and Re -Entry. If any rents above reserved or other obligations provided herein, or any part thereof shall be and remain unpaid when the same shall become due, of if Lessee shall violate or default on any of the covenants and agreements herein contained, the City may cancel this Lease upon giving the notice required by law and re -enter said premises using such force as may be required. 7.12 Assurance of Performance. In the event of a default in the performance of any obligation under this Lease that remains uncured for more than ten (10) days after demand, the City may request and Lessee shall provide adequate assurance of the future performance of all obligations under this Lease. The adequacy of any assurance shall be determined according to commercially reasonable standards for Lessors of real property in the County of King, State of Washington. Adequate assurance shall include, but not be limited to, a deposit in escrow, a guarantee by a third party acceptable to the City, a surety bond, or a letter of credit. Lessee's failure to provide LEASE AGREEMENT 4 C1TY OF Ato.. ` Federal Way CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063 -9718 (253) 835-7000 www.cityotfederat ay.com adequate assurance within twenty (20) days of receipt shall constitute a material breach and the City may in its discretion terminate this Lease. 7.13 Advances by the City for Lessee. If Lessee fails to pay any fees or perform any of its obligations under this Lease other than payment of rent, the City will mail notice to Lessee of its failure to pay or perform. Twenty (20) days after mailing notice, if Lessee's obligation remains unpaid or unperformed, the City may pay or perform these obligations at Lessee's expense. Upon written notification to Lessee of any costs incurred by the City under this paragraph, Lessee will reimburse the City within twenty (20) days. 7.14 Non - Waiver. It is hereby agreed that no waiver of any condition or covenant in this Lease or any breach thereof, shall be taken to constitute waiver of any subsequent breach. 7.15 Inspection and "For Rent" Signs. The City reserves the right to inspect the premises at any and all reasonable times throughout the term of this Lease, provided that the City shall not interfere unduly with Lessee's operations. The right of inspection reserved to the City hereunder shall impose no obligation on the City to make inspections to ascertain the condition of the premises, and shall impose no liability upon the City for failure to make such inspections. 7.16 Liens. It is understood and agree that this Lease is executed and delivered upon the express condition that Lessee will not and cannot contract any debt or debts for labor, materials, services, or otherwise which will or may become a lien against the interest of the City in the premises, or the City hereby denies to Lessee any right, power, or authority to do any act, or contact any obligation or liability which would in any way subject the interest of the City in the premises to any lien, claim, or demand whatsoever. 7.17 Assignment or Sublease. Lessee may not assign this Lease nor transfer occupancy of the Premises or use or ownership of any improvements installed thereon, in whole or in part, without the prior written consent of City, which may not be unreasonably withheld. City may inquire into the qualifications and financial stability of a potential assignee or transferee and reasonably request any information related to such inquiry and may also condition such approval upon the financial, legal and technical expertise of a proposed assignee or transferee and upon the resolution of any compliance obligation under the Lease. If the City has not responded to a written request to assign or transfer with a decision within forty-five (45) days, City approval shall be deemed given. Lessee may, however, upon notice to City and without City approval, mortgage or grant a security interest in any improvements installed on the Premises. 7.18 Condemnation. 7.18.1 The City and Lessee will give to the other immediate written notice of the receipt of notice of any proceedings with respect to a condemnation and of any intention of any authority to exercise the power of eminent domain. 7.18.2 If all of the premises are taken by any unlawful authority under the power of eminent domain for a period which will end on or extend beyond the expiration of the term of this Lease, this Lease terminates as of the date condemner takes possession, and Lessee will have no claim or interest in or to any award of just compensation except that Lessee will be entitled to an amount equal to the fair market value of Lessee's leasehold interest in any improvement taken by the condemner made to the premises by Lessee, but not to exceed the amount of that part, if any, of the award attributable to the value of the improvements. 7.18.3 If part of the premises is taken by any lawful authority under the power of eminent domain for a period which will end on or extend beyond the expiration of the term of this Lease, the City or Lessee may choose to terminate this Lease as of the date the condemner takes possession. If neither the City nor LEASE AGREEMENT 5 Federal l Way CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063 -9718 (253) 835 -7000 www. c/ryoffedera!►ay. com Lessee elects to terminate this Lease, the rent will be reduced in the same proportion that the value of the portion of the premises to be taken bears to the value of the entire premises as of the date condemner takes possession. Lessee will have no claim or interest in or to any award of just compensation or damages except that Lessee will be entitled to an amount equal to the fair market value of Lessee's leasehold interest in the part taken by the condemner of any improvements made to the premises by Lessee, but not to exceed the amount of that part, if any, of the award attributable to the value of the improvements. 7.18.4 If temporary use of all or a portion of the premises is taken by any lawful authority for a period which would reduce the leasehold and, consequently, would cause the premises to be untenantable for the use by Lessee for the purposes set forth in the section of this Lease titled "Use," then, at Lessee's determination, the City or Lessee may choose to terminate this Lease. If the City or Lessee elect to terminate the Lease, the Lease will terminate the date the condemner takes possession and Lessee will have no claim or interest in or to any award of just compensation except that Lessee will be entitled to an amount equal to the fair market value of Lessee's leasehold interest in any improvements made to the premises by Lessee. If neither the City or Lessee elects to terminate this Lease, the Lease will continue in full force and Lessee will be entitled to receive any award from condemner for the use of all or part of the premises, EXCEPT that Lessee may elect to have the rents reduced by the amount proportionally attributable to any partial temporary taking, in which event Lessee shall not be entitled to any portion of the award attributable to said use. 7.18.5 It is understood and agreed that Lessee shall not be party to any negotiation or proceedings at law wherein the City claims compensation other than that which is defined statutorily as constituting "just compensation." 7.19 Anti - Discrimination. In all services or activities and all hiring or employment made possible by or resulting from this Lease, there shall be no discrimination against any employee or applicant for employment because of sex, age (except minimum age and retirement provisions), race, color, creed, national origin, marital status, sexual orientation, or the presence of any sensory, mental, or physical handicap, unless based upon a bona fide occupational qualifications. This requirement shall apply to but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for any of the terms of RCW 49.60, Title VII of the Civil Rights Act of 1964 or any other applicable federal, state, or local law or regulations regarding non - discrimination. Any violation of these provisions shall be considered a violation of material provision of this Lease and shall be grounds for cancellation, termination, or suspension, in whole or in part of the Lease by the City and may result in ineligibility for further City agreements. 7.20 Heirs, Agents, and Assigns. Subject to and without limiting any provisions of this Lease pertaining to assignment and subletting, the provisions of this Lease bind the heirs, successors, agents and assigns of any of the parties to this Lease. 7.21 Captions. The captions in this Lease are for convenience only and to not in any way limit or amplify the provisions of this Lease. 7.22 Time is of the Essence. This is of the essence of this Lease, and in the event of the failure of Lessee to pay any charges at the time in the manner herein specified, or to ;keep any of the covenants or agreement herein set forth, Lessee shall be in default. 7.23 Cumulative Remedies. No provision of this Lease precludes the City from pursuing any other remedies for Lessee's failure to perform its obligations. Further, this Lease may be enforced at both law and equity. Damages are not an adequate remedy for breach. LEASE AGREEMENT 6 un r o .." Federal Way CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063 -9718 (253) 835 -7000 WIN w.cityo federalway.com 7.24 Attomey's Fees /Collection Charges. In the event legal action is brought by either party to enforce any of the terms, conditions, or provisions of the Lease, the prevailing party shall recover against the other party in addition to the costs allowed by law, such sum as the court may adjudge to be reasonable attorney's fees. 7.25 Holding Over. If Lessee holds over after the expiration or earlier termination of the term hereof without the express written consent of the City, Lessee shall become a tenant at sufferance, and otherwise subject to the terms, covenants, and conditions herein specified so far as applicable. Acceptance by the City of rent after such expiration or earlier termination shall not result in a renewal of this Lease, nor affect the City's right of re -entry or any rights of the City hereunder or as otherwise provided by law. If Lessee fails to surrender the premises upon the expiration or termination of this Lease despite demand to do so by the City, Lessee shall indemnify, defend, and hold the City harmless from all loss or liability including, without limitation, any claim made by any succeeding tenant founded on or resulting from the failure to surrender, and including without limitation any design, engineering, construction or other costs for construction, installation, modification or alteration of street, sidewalk or related improvements within the Premises or within the Milton Road South right -of -way, attributable to or resulting from the failure to surrender. Lessee's indemnification herein shall be together with interest, attorney's fees, and costs. 7.26 Hazardous Substances. Lessee Shall not without first obtaining the City's proper written approval, generate, release, spill, store, deposit, transport, or dispose of (collectively referred to as "Release ") any hazardous substances, sewage, disease - producing substances, hazardous materials, toxic substances or any pollutants or substances defined as hazardous or toxic as defined and in accordance with applicable federal, state, and local laws and regulations in any reportable quantities ( "Hazardous Substances ") in, on, or about the premises. In the event, and only in the event, the City approves such Release of Hazardous Substances on the Premises, Lessee agrees that such release shall occur safely and in compliance with all applicable federal, state, and local laws and regulations. Lessee shall indemnify and hold the City harmless from any and all claims liabilities, lawsuits, damages, and expenses, including reasonable attorneys' fees (hereinafter "Claim ") for bodily injury or death, property damage or loss, or cleanup costs arising out of this Lease to the extent such injury, death, damage, loss, or costs are caused by the Release by Lessee or any of its agents, representatives or employees in, on, or about the premises occurring during the term of this Lease. Lessee shall be fully and completely liable to the City for any and all clean-up costs, and any and all other charges, fees, penalties (civil and criminal) imposed by any governmental authority with respect to Lessee's use, disposal, transportation, generation and/or sale of Hazardous Substances in or about the premises, common areas, or buildings. Lessee shall indemnify, defend, and save the City harmless from any and all of the costs, fees, penalties, and charges assessed against or imposed upon the City (as well as the City's attorney's fees and costs) as a result of Lessee's use, disposal, transportation, generation and/or sale of hazardous substances. Upon Lessee's default under this Section, the City shall be entitled to the following rights and remedies: a. At the City's option, to terminate this Lease immediately; and/or, b. To recover any and all damages associated with the default, including, but not limited to clean-up costs and charges, civil and criminal penalties and fees, adverse impact on marketing a space in the building, loss of business and sales by the City and other tenants of the building, diminution of value of the premises and/or building, the loss or restriction of useful space in the premises and/or building, any and all damages and claims asserted by third parties and the City's attorney's fees and costs. 7.27 Severability. If any term or provision of this Lease or the application of any term or provision to any person or circumstance is invalid or unenforceable, the remainder of this Lease, or the application of the term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected and will continue in full force. LEASE AGREEMENT 7 CITY OF .." Federal Way CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063 -9718 (253) 835 -7000 www.crlyoffederalway com 8. ENTIRE AGREEMENT - AMENDMENTS. This printed Lease, with any and all Exhibits expressly incorporated herein by reference and attached hereto shall constitute the whole agreement between the parties. There are no terms, obligations, covenants or conditions other than those contained herein. No modification or amendment of this Lease shall be valid or effective unless evidences by an agreement in writing signed by both parties. 9. NOTICES. Required notices, except legal notices, shall be given in writing to the following respective addresses: To City: With a copy to: To Lessee: City Manager City of Federal Way 33325 Eighth Avenue S PO Box 9718 Federal Way, WA 98063 -9718 City Attorney City of Federal Way 33325 Eighth Avenue S PO Box 9718 Federal Way, WA 98063 -9718 PARC Enchanted Parks, LLC 7892 Bay Meadows Way Jacksonville, FL 32256 Attn: Randal Drew Or to such other respective address as either party hereto may hereafter, from time to time, designate in writing. Notices sent by mail shall be deemed to have been given when properly mailed. 10. TERMINATION. 10.1 Maintenance or Modification of City Right -of -Way Improvements. In the event the City desires to undertake any work, including necessary maintenance, modification, or expansion of improvements located or to be located within the Milton Road South right -of -way (including but not limited to that portion of the right -of -way constituting the Premises) ( "City Work "), and such City Work necessitates City use of the Premises necessitated for the City Work. The City shall provide written notice of the termination to Lessee thirty (30) days prior to the termination date, and shall provide Lessee with copies of pertinent portions of the City's plans and/or specifications, if available, so that Lessee may relocate any existing improvements installed by Lessee, if permitted by the City under Paragraph 7.3.2. of the General Terms and Conditions. Any such relocation permitted by the City shall be at Lessee's sole cost and expense. No later than the date identified in the City's written notice of termination, the Lessee shall surrender the Premises, or portion thereof necessitated for the City Work, as provided in Paragraph 7.10. of the General Terms and Conditions. 10.2 Vacation of Right -of -Way. In the event the City vacates all or a portion of the Premises pursuant to the Federal Way Revised Code, this Lease shall be terminated for that portion of the premises vacated. Termination shall be effective upon the effective date of the vacation ordinance adopted under Federal Way Revised Code Title 4, as existing or as hereafter amended. 10.3 Lessee Termination Notice. The Lessee may terminate this Lease upon three months written notice to the City. 10.4 Default. The City may terminate this Lease in the event of default of Lessee of any of the covenants or agreements contained herein, or contained in the General Terms and Conditions in this Lease. Termination for default shall be as provided in Section 7.11 of the General Terms and Conditions. LEASE AGREEMENT 8 CITY OF �F r lW ,� ode a Way CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063 -9718 (253) 835 -7000 www. atyoffederalway com IN WITNESS, the Parties execute this Lease Agreement below, effective the last date written below. LESSOR: CITY OF FEDERAL WAY anager\Police Chief DATE: (7 13t)1A1tt7 LESSEE: PARC ENCHANTED PARKS, LLC By: Printed Name: 6MDou. Title: 7f2°d DATE: 3/3 I/20/0 STATE OF FLORIDA ) ss. COUNTY OF DUVAL ATTEST: 1.1 ALAI I l City Clerk, Carol McN= fly, C .V APPROVED AS TO FORM: , Patricia A Richardson On this day ersonally appeared before me Randal H. Drew to me known be the President of PARC Enchanted Parks, LLC, that executed the foregoing rument, 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 /she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this day of rvt/X tC ANDREA CLEAR MY COMMISSION # DD818814 `t EXPIRES August 21, 2012 398.0153 o dsNota yService.com Notary's signature Notary's printed name LEASE AGREEMENT 9 , 2010. /PG( C(ear Notary Public in and for the St to of Florida. My commission expires 3 01-0 / a EXHIBIT A A POEM l OP THE SW 1/4 a SEC110N 26„ TRP, 21 N., RGE. • E. M.L.. NNG COUNTY. WASMNCION SCALE: 1' =100' 911.0A Federal Way 8.81..0 RAM k YI0011 ROW 1. II I 7 rR�G1T�' I • IPoorove LOW WS It ,z n7 1•+a 1 a I t 1111/1 ROA 0 1T view lum unit a MOW= 1111 IL L 10 01 11.011. SECTION k A EXHIBIT B Lease Agreement - Milton Road South Right -of -Way 2010 Lease Payment Calculation Annual Lease Period 2010 Rate Square Feet Amount Jan 1 -Dec 31, 2010 0.0084815 33,841 $ 3,444.27 Total R.O.W. Lease $ 3,444.27 Leasehold Taxes (12.84 %) $ 442.24 Total Payment Due $ 3,886.51 2009 Monthly Rate CPI* 2010 Monthly Rate 0.0081085 1.046 0.0084815 *Federal Way uses mid -year CPI information to calculate annual increases. http://www.b1s.gov/ro9/9250.pdf http: / /www.bls.gov /ro9 /pachist.htm C: \Documents and Settings\rawad \Local Settings \Temporary Internet Files \Content.Outlook \9XESW2Y0 \Milton Road South ROW Exhibit B RETURN TO: MERCEDES EXT: 2701 (P4zoF4- CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT /DIV: PUBLIC WORKS /ckr-`/ 5 2. ORIGINATING STAFF PERSONcr *\ 1 t►/1, /1 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ ❑ PROFESSIONAL SERVICE AGREEMENT ❑ ❑ GOODS AND SERVICE AGREEMENT ❑ ❑ REAL ESTATE DOCUMENT ❑ ❑ ORDINANCE ❑ X CONTRACT AMENDMENT (AG #): 10-122 ❑ ❑ OTHER EXT: 2722, 3. DATE REQ. BY: SMALL OR LIMITED PUBLIC WORKS CONTRACT MAINTENANCE AGREEMENT HUMAN SERVICES / CDBG SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) RESOLUTION INTERLOCAL 5. PROJECT NAME: j t I U n ROael a) L g40 v \/ Lace, r :/11+9fC i 4- 6. NAME OF CONTRACTOR: / E -MAIL: (✓ ► V7 LCi Y� �" \J I 1 I&', ADDRESS: al(i ZL I I iG yi{u,(, p7Gwy 5 "(ec4 e,. L,6 D3 1;044 TELEPHONE: o ' uck►QU'I FAX: SIGNATURE NAME: TITLE: 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ pRIOR CONTRACT /AMENDMENTS CFW LICENSE #01 Olitg BL, EXP. 12/31/ 1V UBI #(0021pgi3 , EXP. 1 /61/ j 1 1 � 8. TERM: COMMENCEMENT DATE: I A L COMPLETION DATE: (L /%Oh q 9. TOTAL COMPENSATION: $ �,��Y (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABO HARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE To: 10. DOCUMENT / CONTRACT REVIEW DIVISION MANAGER ❑ DEPUTY DIRECTOR >4. DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) X LAW DEPT INITIAL / DATE REVIEWED INITIAL / DATE APPROVED 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ,SENTTOVENDOR/CONTRACTOR If XATTACH: SIGNATURE AUTHORITY, INSURANCE )itt LAW DEPT ❑ CHIEF OF STAFF X SIGNATORY (MAYORIR- �Ii�E�TQg . CITY CLERK ASSIGNED AG # SIGNED COPY RETURNED ❑ RETURN ONE ORIGINAL COMMENTS: EXECUTE " 1 " ORIGINALS DATE 311 7 1110 CERTIFICATE, LICENSES, EXHIBITS IAL / DATE SIGNED 67971 COUNCIL APPROVAL DATE: DATE REC' D: Walt Le 1/15. CITY OF Federal Way AMENDMENT NO. 3 TO LEASE AGREEMENT CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cityoffederalway.com This Amendment ( "Amendment No. 3 ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and CLP Enchanted Village, LLC, a Delaware limited liability company ( "Lessee "). The City and Lessee (together "Parties "), for valuable consideration and by mutual consent of the Parties, agree to amend the original Lease Agreement dated June 30, 2010, for a portion of Milton Road South, as previously amended by that certain Amendment No. 1 dated February 21, 2011 and that certain Amendment No. 2 dated March 17, 2014 for City Premises on a Portion of Milton Road South (together the "Agreement ") as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 3 of the Agreement and any prior amendments thereto, shall be amended and shall continue for another three (3) years commencing July 1, 2016 and terminating on June 30, 2019. 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 7 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - 1/2015 QTY OF ti Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffedera/way com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY By: DATE: %(l CLP ENCHANTED VILLAGE, LLC: Title: sVP DATE: JL4l e Z, Zo/A. STATE OF FLORIDA ATTEST: Ci 1brk, Stephanie Cou ey, CMC APPROVED AS TO FORM: ///111111Pr -Ar City Attorney, Amy Jo Pearsall ) ss. COUNTY OF ORANGE ) On this day personally appeared before me C km -4. Ca t , to me known to be the 5 J P of CLP ev,c1,01-, I.cd ; C.Q_ 0 that executed the foregoing instrument, and acknowledged the said instrument to be the free anf voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument. GIVEN my hand and official seal this 07 day of S. QUINONES Notary Public - State of Florida • My Comm. Expires Jul 6, 2016 Commission # EE 199547 Bonded Through National Notary Assn. AMENDMENT Notary's signature Notary's printed name S. ;r.oneS Notary Public in and for the State of Florida. My commission expires T u l l (af Zo 1 Le J I.4 4 (_ , 2016. -2- 1/2015 RETURN TO: ,t 1. 2. 4. EXT: 0 -10 I CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT/DIV: PUBLIC WORKS / ORIGINATING STAFF PERSON: M PIIQ W A A) �/4 �`�Ct iA k!d_ EXT: 2.`t '�,, -�_ 3. DATE REQ. BY: TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ ❑ PROFESSIONAL SERVICE AGREEMENT ❑ ❑ GOODS AND SERVICE AGREEMENT ❑ ❑ REAL ESTATE DOCUMENT ❑ ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): 10 - 2Z ❑ OTHER I .0 r- a. (tiau�.s�...t�' 5. PROJECT N SMALL OR LIMITED PUBLIC WORKS CONTRACT MAINTENANCE AGREEMENT HUMAN SERVICES / CDBG SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) RESOLUTION INTERLOCAL 6. NAME OF CONTRACTOR: 6n pc p1.% , LL1- fir; (j 'jam S ca'kuI. T as iA — ADDRESS: TELEPHONE: SIGNATURE TITLE: 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS CFW LICENSE # BL, EXP. 12/31/_ UBI # , EXP. _/_/ 8. TERM: COMMENCEMENT DATE: G 1ION , '. COMPLETION DATE:. � 3 O 9. TOTAL COMPENSATION: $ F GX QS ML (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABO CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT /CONTRACT REVIEW • PROJECT MANAGER • DIVISION MANAGER lid DEPUTY DIRECTOR #K DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) 4( LAW DEPT 11. COUNCIL APPROVAL (IF APPLICABLE) PAID BY: ❑ CONTRACTOR ❑ CITY INITIAL / DATE REVIEWED INITIAL / DATE APPROVED v ; &f rte S 40 b` v;44 J J COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING • SENT TO VENDOR/CONTRACTOR DATE SENT: • ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS LAw DEPT SIGNATORY (MAYOR OR DIRECTOR) -CITY CLERK ' )( ASSIGNED AG # SIGNED COPY RETURNED ❑ RETURN ONE ORIGINAL COMMENTS: INMIAL / DATE SIGNED c-/ -I AG# IQ- 1 DATE SENT:��'1� 1 DATE REC' D: -L% 3111 Ili JD - o c ktrr �` �c" "too - G cLt"�- 4,.. •� Y•s�R N S I'� w.. r� Clrwr OF CITY HALL e d e ra l Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffederaiKW.com AMENDMENT NO.2 TO LEASE AGREEMENT This Amendment ( "Amendment No. 2 ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and CLP Enchanted Village, LLC, a Delaware limited liability company ( "Lessee "). The City and Lessee (together, "Parties "), for valuable consideration and by mutual consent of the parties, agree to amend the original Lease Agreement dated June 30, 2010, for a portion of Milton Road South, as previously amended by that certain Amendment No. 1 to Lease for City Premises on a Portion of Milton Road South dated February 21, 2011 (together, the "Agreement "), as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 3 of the Agreement, shall be amended hereby to continue for another three (3) years commencing July 1, 2013 and terminating on June 30, 2016. [Signature page follows] AMENDMENT - 1 - 1/2010 CITY OF CITY HALL 33325 Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7090 wwvw cityoffedefahwV.. coni IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY DA CLP ENCHANTPD VILLAGE, LLC: By: IV Printed Name:I F� Title: SI/P DATE: w t0 / 2014 STATE OF FLORIDA ) ) ss. COUNTY OF ORANGE ) ATTEST: CaA� coo City Clerk, Carol McNeill CMC APPROVED AS TO FORM: City Attorney, Patricia A Richardson On this day personally appeared before me Cc"/ 60 , to me known to be the Se►7:or11. Prrr 4,1 of CL P 14- -1 1•jt,LLC 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 /she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this day of �'�r�h , 20&. Notary's signature Notary's printed name JC j ,r Notary Public in and forte S /te of WmhiRgte JEFF SIROLLY My commission expires %Ol � tljf- NOTARY PUBLIC STATE OF FLORIDA Comm# EE027453 WVItus 1MA14 AMENDMENT - 2 - 1/2010 CERTIFICATE OF THE SECRETARY OF CLP ENCHANTED VILLAGE, INC. The undersigned, Holly J. Greer, Secretary of CLP Enchanted Village, LLC., a Delaware limited liability company (the "Company ") , hereby certifies as follows: 1. That Curt L. Caffey is the duly elected, qualified and acting Senior Vice President of Company; and 2. That Curt L. Caffey is duly authorized on behalf of the Company to execute and deliver on behalf of the Company all instruments, documents and agreements authorized to be executed and/or delivered by the Company. IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the 10th day of March, 2014. By: Name: Holly J. Greer Title: Secretary I I RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: ` 0 U 2. ORIGINATING STAFF PERSON &k ` 1 l L, 1 EXT: 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG Wf REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION 'CONTRACT AMENDMENT (AG #): 10.122 ❑ INTERLOCAL ❑ OTHER ` C 5. PROJECT NAME: \.Q - pCX' - \61 l p � I `}(jY' S . 6. NAME OF CONTRACTOR: GC\ L. ' r r r V �U Q'I` TEL�PH L ADDRESS: O . (orb , ,, E -MAIL: FAX: SIGNATURE NAME: 1-}O1 G ,r „r TITLE \ t LC. OP, c 1 c%en4 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: COMPLETION DATE: 1 ,.0 1301 1 3 9. TOTAL COMPENSATION $ (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT /CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) j$ LAW {� 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL / DATE SIGNED LAW DEPARTMENT J kr.. ) o2(ag'( ,I SIGNATORY / • YO OR DIRECTOR) 'CITY CLERK (..x" 3 •�. • 1 V1 ASSIGNED AG# AG# 1 O - 122 SIGNED COPY RETURNED DATE SENT: 3.2 - COMMENTS: g rs C' �>� \ : ` � J 1� 11 /9 CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way, WA 98003 -6325 (253) 835 -7000 www. atyoffederalway com AMENDMENT NO. 1 TO LEASE FOR CITY PREMISES ON A PORTION OF MILTON ROAD SOUTH This Amendment ( "Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation ( "City "); PARC Enchanted Parks, LLC, a Florida limited liability company ( "PARC "); and CNL Income Enchanted Village, LLC, a Delaware limited liability company ( "CNL "). The City, PARC, and CNL (together "Parties "), for valuable consideration and by mutual consent of the parties, agree to amend the original Lease Agreement for City premises on a portion of Milton Road South ( "Agreement ") dated effective June 30, 2010, as follows: 1. AMENDMENT OF LEASE. Pursuant to Section 8 of the Agreement, any modification must be in writing and signed by all parties 2. ASSIGNMENT OF LEASE. Subject to City Council approval pursuant to Section 7.17 the Agreement, PARC hereby assigns to CNL all its right, title, and interest in and to the Agreement from and after the date hereof, and CNL hereby accepts and assumes from PARC all of PARC's right, title and interest to the Agreement from and after the date herein. 3. AMENDED NOTICES. Notices shall be given in writing to following respective addresses: To City: Mayor City of Federal Way 33325 Eighth Avenue S. Federal Way, WA 98003 -6325 With a Copy to: City Attorney City of Federal Way 33325 Eighth Avenue S. Federal Way, WA 98003 -6325 To Assignee: c/o CNL Lifestyle Properties, Inc. CNL Center at City Commons 450 South Orange Avenue, 12 Floor Orlando, Florida 32801 -3739 Att: Tammie A. Quinlan, EVP and CFO Att: Holly Greer, Esq., VP and Associate General Counsel Lowndes Drosdick Doster Kantor and Reed, P.A. 215 North Eola Drive P.O. Box 2809 Orlando, Florida 32802 -2802 Att: William T. Dymond, Jr. Esq. AMENDMENT - 1 - 1/2010 4% CITY OF CITY HALL 33325 Federal Way Feder 8th Avenue South 4,00.,4%.., Federal Way, WA 98003 -6325 (253) 835 -7000 wwwcityoffedera/ ay_com 4. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, is hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 7 of the Agreement shall apply to and govern this Amendment. The parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 2 - 1/2010 CITY OF CITY HALL Fed eral Way 33325 l Avenues ti, Federal Way, WA 98003 -6325 (253) 835 -7000 v.ww sty oflederahvayccorn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY ATTEST: By:. r:1 ! %A 11 Skip Priest, yor C y Clerk, Carol Mc eilly, 4 DATE: Ia t i ao t l APPROVED AS TO FORM: / City Attorney, Patricia A Richardson ASSIGNOR: By: Printed Name: ,give/,/ h V/Levr Title: �,04= e y1--' DATE: aI9 STATE OF ) ) ss. COUNTY OFTh ,, „\ On this day personally appeared before me Randal H. Drew to me known to be the Randal H. Drew of President 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 /she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this \ day of Aq.v , 20\\ . •* 0 4 JAYNE JETT i `` ' Notar y Public - State of Rods Notary's signature 1 .4. `= M y Comm. E xpires Oct 12, 2012 Notary's printed name , commission* OD 52M 4 ' ' ' : . s ; . � ' ' ' ' s Bonded %odd flatland Notary Asst. 1 Notary Public in and for the State of \ r My commission expires \d AMENDMENT - 3 - 1/2010 CITY OF CITY HALL ,„ay 33325 8th Avenue South 7, Federal W Federal Way. L+�}A 98003 6325 (253) 835 -7000 tvrvLt' crtyoffecierahvay corn CNL INCOME ENCHANTED VI LAGE, LLC: By: Printed Name: Holly Greer Title: Vice President DATE: a7 ` olilg f STATE OF FLORIDA ) ) ss. COUNTY OF ORANGE ) On this day personally appeared before me Holly Greer, to me known to be the Vice President of CNL Income Enchanted Village, LLC 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 /she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this o q Of of .. N , 201 /. Notary's signature Notary's printed name CATHLEEN A. COFF Notary Public in and for the State of My commission expires 91 2 aoi3 CAThL7EN CCFFEY e4CTAnY PUBLIC STAFF OF FLORIDA Commit 000919/26 Expires 9/24/2013 AMENDMENT - 4 - 1/2010 RETURN TO: CARMEN BEALL EXT: 2702 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATINGDEPT/DIV: PUBLICWORKS/ \��Y�(?�S ORIGINATING STAFF PERSON:� �LrV�IQ.l1 ��C� 1� O I.l V'Y� EXT: ��� � 3. DATE REQ. BY: TYPE OF DOCUMENT (CHECK ONE�: ❑ CONTRACTOR SELECTION DOCLTMENT (E.G., RFB, RFP, RFQ� ❑ PUBLIC WORKS CONTRACT ❑ SMAI.L OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HiJMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCiJMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDME (AG#): � INTERLOCAL �( OTHER L-eaSP.� Q PROJECTNAME: ��C� � 1\DC.(IJL�'��� R.iwh,t--��F-h,�c� ��.,.�:� . a��e►� n � ` �� r� NAME OFCONTRACTOR:_ P�#�� N � Fn� p h�zr�fe��. �t.�r!(S', 11.C=, VJs iG4 `riQVQS TI'�a yn.e-. ADDRESS: ��q� �«V I"IPQC�UtvS I/�IQy lQtlCStr 3�25� TELEPHONE: E-MAIL: FAX: SIGNATiJRE NAME: I Q rll�� .D YZ � TITLE: EXHIBITS AND ATTACIiMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION �[� INSURANCE REQUIREMENTS/CERTIFICATE � ALL OTHER REFERENCED EXHIBITS �' PROOF OF AUTHORITY TO SIGN �l REQUIRED LIC�E ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE # BL, EXP. 12/31/ UBI # �C�b�lr.a I v� �� , EXP. v�/�/�` � S �� TERM: COMMENCEMENT DATE: �+ �/ �'nJy1PLETION DATE: ,c � 'r �{3�'��•ei� � TOTAL COMPENSATION: $ �,/ ' t � (INCLUDE EXPENSES A SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - A TAC SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES� REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: T�12 c� ,� Q.� GiS • lO. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER ❑ DIVISION MANAGER ,;Z//O �'" DEPUTY DIRECTOR 11 a ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) .�II ( �` LAW DEPT ;� /1 � 7/' � ' LC� �P� ,�1'"�IZ.E�ff� ;3(.�-()!C _ 11 . COUNCIL APPROVAL �IF APPLICABLE� COMMITTEE APPROVAL DATE: N�Ft Q�,✓ �G. O�.s�'l2 12. CONTRACT SIGNATURE ROUTING ¢� SENT TO VENDOR/CONTRACTOR DATE SENT: �� � � ATTACH: SIGNATURE AUTHORITY, INSiJRANCE CERTIFICATE, LICENSES, EXHIBITS (�I� � LAwDEpr r �� � SIGNATORY (��� '� ✓ � CITY CLERK � � ` �a AsscGrrED AG # Bl SIGNED COPY RETURNED o RETURN ONE ORIGINAL � INITIAL / DATE SIGNED �� lt �Z�'l �t�7 C�,�`�t� � + I • .�. , AG# � —1, 3c�,- DATE SENT: — I • I• 1 C� C�c� . V ,� ,3' � _ `O ,.,-z � �- � COUNCIL APPROVAL DATE: ` N DATE REC'D: � � r�l:� l�� 1/9 � t17Y OF t, Fed+eral CITY HALL ��� 33325 8#h Avenue South • PO Box 9718 Federal Way, WA 98�3-9718 (253)835-7000 www. cilynfl�deraA�vay. com LEASE AGREEMENT 1. PARTIES. This Lease Agreement ("Lease") is made between the City of Federal Way, a Washington municipal corporation organized and existing under the laws of the State of Washington, Lessor ("City"), and PARC Enchanted Parks, LLC, a Florida limited liability company ("Lessee"). 2. PREMISES. The City hereby leases to Lessee, upon the following terxns and conditions, the premises ("Premises") located in the City of Federal Way, King County, Washington. The Premises are comprised of approximately 33,841 square feet, as depicted in Exhibit A attached. The Parties acknowledge that the Premises are a portion of the Milton Road South owned by the City and over which the City exercises governmental authority pursuant to, inter alia, RCW 35A.47 and RCW 47.24, and Federal Way Revised Code Title 4. 3. TERM. The term of this Lease shall commence upon the effective date of this Lease, which shall be the date of mutual execution, and shall continue for three (3) years unless ternunated sooner pursuant to Paragraph 10, or other provisions, of this Lease. This Lease may be extended for additional periods of time upon the mutual written agreement of the City and the Lessee. 4. RENT. 4.1 Rental Rate. Lessee shall pay the City an annual rent of Three Thousand, Four Hundred Forty-Four and 27/100 (3,444.27) and 12.84% leasehold tax equal to Four Hundred Forty-Two and 24/100 Dollars ($442.24) for a total of Three Thousand, Eight Hundred Eighty-Six and 51/100 ($3,886.51), as delineated in E�chibit B attached, payable in advance on or before the first (1 S `) day of each year of the Lease term. All rents shall be made payable to the City of Federal Way and are to be received at the following address: Director of Management Services City of Federal Way 33325 Eighth Avenue S PO Box 9718 Federal Way, WA 98063-9718 Said rental is exclusive of any sale, franchise, business or occupation, leasehold, or other tax based on rents. Should any such taxes apply during the life of this Lease, the rent shall be increased by such amount. 4.2 Annual Rent Increase. The rent shall be increased each year throughout the term of this Lease, and renewal terms (if any), by the amount of inflation as determined by the Consumer Price Index - Washington. Rent increases pursuant to this paragraph shall commence on the first year following the beginning of the term of this Lease. 5. SECURITY AND DAMAGE DEPOSITS. At the time of the signing of this Lease, the Lessee shall pay the first year's rent. In addition, the Lessee shall deposit with the City the sum of six (6) months' rent as a security deposit for the payment of rent. LEASE AGREEMENT CITY OF ,'�..., Federal CITY NALL ��� 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98�3-9718 (253)835-7000 www. cityollederalway can 6. USE. Lessee shall use said premises for the following purposes and no other without prior written consent of the City: perimeter landscaping; existing signs; and existing parking facility. 7. GENERAL TERMS AND CONDITIONS. 7.1 Taxes and Licenses 7.1.1 7.1.2 License and Taxes. Lessee shall pay throughout the term of this Lease, all applicable taxes and all licenses and excise fees covering the business conducted on the premises. Other Consideration. No offset, reduction, or credit toward rent shall be allowed unless it is in writing and signed by the City Manager of the City. 7.2 Compliance with All Laws and Reg;ulations. In using the premises, Lessee will comply with all applicable laws, ordinances, and regulations of any and all authorities having jurisdiction. Lessee specifically agrees to comply, and pay all costs associated with achieving such compliance, without any notice of requirements from the City, and that the City does not waive this section by giving notice of demand for compliance in any instance. 7.3 Improvements and Alterations. 7.3.1 Lessee shall make no alterations or improvements to or upon the premises, or install any fixtures (other than trade fixtures which can be removed without injury to the premises) without first obtaining written approval from the City. 7.3.2 Unless otherwise stipulated, all improvements or alterations existing, erected or made on the premisgs shall, upon expiration or earlier termination of this Lease, belong to the City without compensation to Lessee, however, the City shall have the option, to be exercised on expiration or earlier ternunation of the Lease, to require Lessee, at Lessee's expense, to remove any or all such improvements or alterations. 7.4 Condition of Premises. Lessee has inspected and knows the condition of the premises and it is understood arid agreed that the premises are leased on an "as is" basis without any obligation on the part of the City to make any changes, improvements, or to incur any expenses whatsoever for the maintenance or repair of the premises. 7.5 Construction Defects. The City shall not be liable to Lessee for claims or damages arising from any defect in the construction of or the present condition of the premises, whether known or unknown, or for damage by storm, rain, or leakage or any other occurrence. 7.6 Maintenance 7.6.1 Lessee shall, throughout the term of this Lease without cost or expense to the City, keep and maintain the leased premises and all improvements, landscaping, fixtures, and equipment, which may now or hereafter exist thereon, in a neat, clean, and sanitary condition and shall, except for reasonable wear and tear, at all times preserve the premises in good and safe repair. Upon the expiration or sooner termination of the Lease, Lessee shall forthwith return the same in as good condition as existed at the commencement of occupancy (ordinary wear and tear excepted). 7.6.2 If, after thirty (30) day's notice from the City, Lessee fails to maintain or repair any part of the leased premises or any improvement, landscaping, fixtures or equipment thereon, the City may, but shall not be LEASE AGREEMENT � CITY QF ,�.... Federal CITY HALL ��� 33325 8th Avenue Sauth • PQ Box 9718 Federal Way, WA 98063-9718 (253) 835-70Qt3 www. cityafl�deratway. can obligated to, enter upon the leased premises and perform such maintenance or repair, and Lessee agrees to pay the costs thereof to the City upon receipt of a written demand. Any unpaid sums under this paragraph shall be payable as additional rent on the next rent payment date due following the written demand and will bear interest at the maximum rate allowed by Washington State Law. 7.7 Indemnity and Hold Harmless. Lessee agrees to indemnify and hold the City harmless as provided herein to the maximum extent possible under law. Accordingly, Lessee agrees for itself, its successors, and assigns, to defend, indemnify, and hold harmless the City, its appointed and elected officials, and employees from and against liability for all claims, demands, suits, and judgments, including costs of defense thereof for injury to persons, death, or property damage which is caused by, arises out of, or is incidental to Lessee's exercise of rights and privileges granted by this Lease. Lessee's obligations under this section shall include: a. Indemnification for such claims whether or not they arise from the sole negligence of Lessee, the concurrent negligence of both parties, or the negligence of one or more third parties; b. The duty to promptly accept tender of defense and provide defense to the City at Lessee's own expense; c. Indemnification of claims made by Lessee's own employees or agents; and d. Waiver of Lessee's immunity under the industrial insurance provisions of Title 51 RCW, of which the waiver has been mutually negotiated by the parties. In the event it is necessary for the City to incur attorney's fees, legal expenses or other costs to enforce the provisions of this section, all such fees, expenses and costs shall be recoverable from Lessee. In the event it is determined that RCW 4.24.115 applies to this Lease, Lessee agrees to defend, hold harmless, and indemnify the City to the maximum extent permitted thereunder, and specifically for its negligence concurrent with that of the City to the full extent of Lessee's negligence. Lessee agrees to defend, indemnify, and hold hannless the City for claims by Lessee's employees and agrees to waiver of its immunity under Title 51 RCW, of which waiver has been mutually negotiated by the parties. 7.8 Liabilitv Insurance. Lessee shall procure and maintain for the duration of this Lease, insurance against claims for injuries to persons or damages to property which may arise from, or in connection with Lessee's operation and use of the rental properties. 7.8.1 Minimum Scope of Insurance. Coverage shall be at least as broad as: - Insurance Services Office Form No. GL 0002 (ED.1/73) covering Comprehensive General Liability, and Insurance Services Office Form No. GL0404 covering Broad from Comprehensive General Liability; or - Insurance Services Office Commercial General Liability Coverage ("Occurrence" Form No. CG0001). 7.8.2 Minimum Limits of Insurance. Lessee shall maintain limits no less than: Comprehensive General Liability: $2,000,000.00 per occurrence, and $5,000,000.00 in the aggregate, for bodily injury, personal injury, and property damage. Automobile: $2,000,000.00 per occurrence, and $5,000,000.00 in the aggregate, for bodily injury, personal injury, and property damage. 7.83 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions. In no event shall the deductible or self-insured retention exceed $5,000.00. LEASE AGREEMENT � tITY O� CITY HALL � Federal Way 33325 8th Avenue South • PO Box 9718 Federal W�y, WA 98063-9718 (253) 835-7000 w�riwv. crtyoffederalway. com 7.8.4 Other Insurance Provisions. The policy is to contain, or be endorsed to contain, the following provisions: a. The City, its officers, officials, employees, and volunteers are to be covered as insured as respects liability arising out of premises rented or used by Lessee. b. Lessee's insurance coverage shall be primary insurance as respects the City, its officers, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Lessee's insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policy shall not affect coverage provided to the City, its officers, officials, employees, or volunteers. d. Coverage shall state that Lessee's insurance shall apply separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. e. Insurance policy shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 7.8.5 Acceptability of Insurers. Insurance is to be placed with insurers with a Bests' rating of no less than A:XI. 7.8.6 Verification of Coverage. Lessee shall furnish the City with certificate(s) of insurance and with original endorsement(s) effecting coverage required by this Lease. The certificate and endorsement for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements or each insurance policy are to be provided by the City and are to be received and approved to the City before occupancy commences. The City reserves the right to require complete certified copies of all required insurance policies at any time. 7.9 Release and Waiver. To the extent a loss is covered by insurance in force, and to the extent the City is not indemnified for such loss by Lessee under Section 7.7 above, the Lessee hereby releases the City from liability and waives all right of recovery against the City for any loss from perils insured against under the City's respective fire or comprehensive general liability insurance policies, including any extended coverage endorsements hereto; provided, that this Lease shall be incapable if it would have the effect of invalidating any insurance coverage of the City. 7.10 Surrender of Premises. At the expiration or earlier termination of this Lease, Lessee shall promptly surrender possession of the premises to the City. 7.11 Default and Re-Entrv. If any rents above reserved or other obligations provided herein, or any part thereof shall be and remain unpaid when the same shall become due, of if Lessee shall violate or default on any of the covenants and agreements herein contained, the City may cancel this Lease upon giving the notice required by law and re-enter said premises using such force as may be required. 7.12 Assurance of Performance. In the event of a default in the performance of any obligation under this Lease that remains uncured for more than ten (10) days after demand, the City may request and Lessee shall provide adequate assurance of the future performance of all obligations under this Lease. The adequacy of any assurance shall be deternuned according to commercially reasonable standards for Lessors of real property in the County of King, State of Washington. Adequate assurance shall include, but not be limited to, a deposit in escrow, a guarantee by a third party acceptable to the City, a surety bond, or a letter of credit. Lessee's failure to provide LEASE AGREEMENT � tITY Of �, Federal CITY HALL ��� 33325 8th Avenue Sarth • PO Box 9718 Federal Way, WA 98063-9718 (253)835-70t� www. ciryoflederaM�y com adequate assurance within twenty (20) days of receipt shall constitute a material breach and the City may in its discretion ternunate this Lease. 7.13 Advances by the City for Lessee. If Lessee fails to pay any fees or perform any of its obligations under this Lease other than payment of rent, the City will mail notice to Lessee of its failure to pay or perform. Twenty (20) days after mailing notice, if Lessee's obligation remains unpaid or unperformed, the City may pay or perform these obligations at Lessee's expense. Upon written notification to Lessee of any costs incurred by the City under this paragraph, Lessee will reimburse the City within twenty (20) days. 7.14 Non-Waiver. It is hereby agreed that no waiver of any condition or covenant in this Lease or any breach thereof, shall be taken to constitute waiver of any subsequent breach. 7.15 Inspection and "For Rent" Si x�is. The City reserves the right to inspect the premises at any and all reasonable times throughout the term of this Lease, provided that the City shall not interfere unduly with Lessee's operations. The right of inspection reserved to the City hereunder shall impose no obligation on the City to make inspections to ascertain the condition of the premises, and shall impose no liability upon the City for failure to make such inspections. 7.16 Liens. It is understood and agree that this Lease is executed and delivered upon the express condition that Lessee will not and cannot contract any debt or debts for labor, materials, services, or otherwise which will or may become a lien against the interest of the City in the premises, or the City hereby denies to Lessee any right, power, or authority to do any act, or contact any obligation or liability which would in any way subject the interest of the City in the premises to any lien, claim, or demand whatsoever. 7.17 Assignment or Sublease. Lessee may not assign this Lease nor transfer occupancy of the Premises or use or ownership of any improvements installed thereon, in whole or in part, without the prior written consent of City, which may not be unreasonably withheld. City may inquire into the qualifications and financial stability of a potential assignee or transferee and reasonably request any information related to such inquiry and may also condition such approval upon the financial, legal and technical expertise of a proposed assignee or transferee and upon the resolution of any compliance obligation under the Lease. If the City has not responded to a written request to assign or transfer with a decision within forty-five (45) days, City approval shall be deemed given. Lessee may, however, upon notice to City and without City approval, mortgage or grant a security interest in any improvements installed on the Premises. 7.18 Condemnation 7.18.1 The City and Lessee will give to the other immediate written notice of the receipt of notice of any proceedings with respect to a condemnation and of any intention of any authority to exercise the power of eminent domain. 7.18.2 If all of the premises are taken by any unlawful authority under the power of eminent domain for a period which will end on or extend beyond the expiration of the term of this Lease, this Lease ternunates as of the date condemner takes possession, and Lessee will have no claim or interest in or to any award of just compensation except that Lessee will be entitled to an amount equal to the fair market value of Lessee's leasehold interest in any improvement taken by the condemner made to the premises by Lessee, but not to exceed the amount of that part, if any, of the award attributable to the value of the improvements. 7.18.3 If part of the premises is taken by any lawful authority under the power of eminent domain for a period which will end on or extend beyond the expiration of the term of this Lease, the City or Lessee may choose to terminate this Lease as of the date the condemner takes possession. If neither the City nor LEASE AGREEMENT � CITY OP �, F'ederal CITY HALL ��� 33325 8th Avenue Sa.tth • PO Box 9718 Federat Way, WA 98063-9718 (253) 835-7�0 www. c�ryoflederal�uay. com Lessee elects to ternunate this Lease, the rent will be reduced in the same proportion that the value of the portion of the premises to be taken bears to the value of the entire premises as of the date condemner takes possession. Lessee will have no claim or interest in or to any award of just compensation or damages except that Lessee will be entitled to an amount equal to the fair market value of Lessee's leasehold interest in the part taken by the condemner of any improvements made to the premises by Lessee, but not to exceed the amount of that part, if any, of the award attributable to the value of the improvements. 7.18.4 If temporary use of all or a portion of the premises is taken by any lawful authority for a period which would reduce the leasehold and, consequently, would cause the premises to be untenantable for the use by Lessee for the purposes set forth in the section of this Lease titled "Use," then, at Lessee's determination, the City or Lessee may choose to terminate this Lease. If the City or Lessee elect to terminate the Lease, the Lease will terminate the date the condemner takes possession and Lessee will have no claim or interest in or to any award of just compensation except that Lessee will be entitled to an amount equal to the fair market value of Lessee's leasehold interest in any improvements made to the premises by Lessee. If neither the City or Lessee elects to terminate this Lease, the Lease will continue in full force and Lessee will be entitled to receive any award from condemner for the use of all or part of the premises, EXCEPT that Lessee may elect to have the rents reduced by the amount proportionally attributable to any partial temporary taking, in which event Lessee shall not be entitled to any portion of the award attributable to said use. 7.18.5 It is understood and agreed that Lessee shall not be party to any negotiation or proceedings at law wherein the City claims compensation other than that which is defined statutorily as constituting "just compensation." 7.19 Anti-Discrimination. In all services or activities and all hiring or employment made possible by or resulting from this Lease, there shall be no discrimination against any employee or applicant for employment because of sex, age (except minimum age and retirement provisions), race, color, creed, national origin, marital status, sexual orientation, or the presence of any sensory, mental, or physical handicap, unless based upon a bona fide occupational qualifications. This requirement shall apply to but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for any of the terms of RCW 49.60, Title VII of the Civil Rights Act of 1964 or any other applicable federal, state, or local law or regulations regarding non-discrimination. Any violation of these provisions shall be considered a violation of material provision of this Lease and shall be grounds for cancellation, ternunation, or suspension, in whole or in part of the Lease by the City and may result in ineligibility for further City agreements. 7.20 Heirs, Agents, and Assi�ns. Subject to and without limiting any provisions of this Lease pertaining to assignment and subletting, the provisions of this Lease bind the heirs, successors, agents and assigns of any of the parties to this Lease. 7.21 Captions. The captions in this Lease are for convenience only and to not in any way limit or amplify the provisions of this Lease. 7.22 Time is of the Essence. This is of the essence of this Lease, and in the event of the failure of Lessee to pay any charges at the time in the manner herein specified, or to ;keep any of the covenants or agreement herein set forth, Lessee shall be in default. 7.23 Cumulative Remedies. No provision of this Lease precludes the City from pursuing any other remedies for Lessee's failure to perform its obligations. Further, this Lease may be enforced at both law and equity. Damages are not an adequate remedy for breach. LEASE AGREEMENT CITY Of �F r l ,..,,,,,� ede a CITY HALL W�� 33325 8th Avenue South • PO Box 9718 Federat Way, WA 48063-9718 (253)835-7Q00 www. cityoftederalway. com 7.24 Attomey's Fees/Collection Charges. In the event legal action is brought by either party to enforce any of the terms, conditions, or provisions of the Lease, the prevailing party shall recover against the other party in addition to the costs allowed by law, such sum as the court may adjudge to be reasonable attorney's fees. 7.25 Holding Over. If Lessee holds over after the expiration or earlier termination of the term hereof without the express written consent of the City, Lessee shall become a tenant at sufferance, and otherwise subject to the terms, covenants, and conditions herein specified so far as applicable. Acceptance by the City of rent after such expiration or earlier termination shall not result in a renewal of this Lease, nor affect the City's right of re-entry or any rights of the City hereunder or as otherwise provided by law. If Lessee fails to surrender the premises upon the expiration or termination of this Lease despite demand to do so by the City, Lessee shall indemnify, defend, and hold the City harmless from all loss or liability including, without limitation, any claim made by any succeeding tenant founded on or resulting from the failure to surrender, and including without limitation any design, engineering, construction or other costs for construction, installation, modification or alteration of street, sidewalk or related improvements within the Premises or within the Milton Road South right-of-way, attributable to or resulting from the failure to surrender. Lessee's indemnification herein shall be together with interest, attorney's fees, and costs. 7.26 Hazardous Substances. Lessee Shall not without first obtaining the City's proper written approval, generate, release, spill, store, deposit, transport, or dispose of (collectively referred to as "Release") any hazardous substances, sewage, disease-producing substances, hazardous materials, toxic substances or any pollutants or substances defined as hazardous or toxic as defined and in accordance with applicable federal, state, and local laws and regulations in any reportable quantities ("Hazardous Substances") in, on, or about the premises. In the event, and only in the event, the City approves such Release of Hazardous Substances on the Premises, Lessee agrees that such release shall occur safely and in compliance with all applicable federal, state, and local laws and regulations. Lessee shall indemnify and hold the City harmless from any and all claims liabilities, lawsuits, damages, and expenses, including reasonable attorneys' fees (hereinafter "Claim") for bodily injury or death, property damage or loss, or cleanup costs arising out of this Lease to the extent such injury, death, damage, loss, or costs are caused by the Release by Lessee or any of its agents, representatives or employees in, on, or about the premises occurring during the term of this Lease. Lessee shall be fully and completely liable to the City for any and all clean-up costs, and any and all other charges, fees, penalties (civil and criminal) imposed by any governmental authority with respect to Lessee's use, disposal, transportation, generation and/or sale of Hazardous Substances in or about the premises, common areas, or buildings. Lessee shall indemnify, defend, and save the City harmless from any and all of the costs, fees, penalties, and charges assessed against or imposed upon the City (as well as the City's attorney's fees and costs) as a result of Lessee's use, disposal, transportation, generation and/or sale of hazardous substances. Upon Lessee's default under this Section, the City shall be entitled to the following rights and remedies: a. At the City's option, to ternunate this Lease immediately; and/or, b. To recover any and all damages associated with the default, including, but not limited to clean-up costs and charges, civil and criminal penalties and fees, adverse impact on marketing a space in the building, loss of business and sales by the City and other tenants of the building, diminution of value of the premises and/or building, the loss or restriction of useful space in the premises and/or building, any and all damages and claims asserted by third parties and the City's attorney's fees and costs. 7.27 Severabilitv. If any term or provision of this Lease or the application of any term or provision to any person or circumstance is invalid or unenforceable, the remainder of this Lease, or the application of the term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected and will continue in full force. LEASE AGREEMENT � CITY OF � Federal CITY HALL ��� 33325 8th Avenue South • PQ Box 9718 Federal Way, WA 98063-9718 (253}835-70Q0 www. crrya(fede�aAvay cam 8. ENTIRE AGREEMENT - AMENDMENTS. This printed Lease, with any and all Exhibits expressly incorporated herein by reference and attached hereto shall constitute the whole agreement between the parties. There are no terms, obligations, covenants or conditions other than those contained herein. No modification or amendment of this Lease shall be valid or effective unless evidences by an agreement in writing signed by both parties. 9. NOTICES. Required notices, except legal notices, shall be given in writing to the following respective addresses: To City: City Manager City of Federal Way 33325 Eighth Avenue S PO Box 9718 Federal Way, WA 98063-9718 With a copy to: City Attorney City of Federal Way 33325 Eighth Avenue S PO Box 9718 Federal Way, WA 98063-9718 To Lessee: PARC Enchanted Parks, LLC 7892 Bay Meadows Way Jacksonville, FL 32256 Attn: Randal Drew Or to such other respective address as either party hereto may hereafter, from time to time, designate in writing. Notices sent by mail shall be deemed to have been given when properly mailed. 10. TERMINATION. 10.1 Maintenance or Modification of City Ri t-of-Wav Improvements. In the event the City desires to undertake any work, including necessary maintenance, modification, or expansion of improvements located or to be located within the Milton Road South right-of-way (including but not limited to that portion of the right-of-way constituting the Premises) ("City Work"), and such City Work necessitates City use of the Premises necessitated for the City Work. The City shall provide written notice of the termination to Lessee thirty (30) days prior to the ternunation date, and shall provide Lessee with copies of pertinent portions of the City's plans andlor specifications, if available, so that Lessee may relocate any existing improvements installed by Lessee, if pernutted by the City under Paragraph 7.3.2. of the General Terms and Conditions. Any such relocation permitted by the City shall be at Lessee's sole cost and expense. No later than the date identified in the City's written notice of termination, the Lessee shall surrender the Premises, or portion thereof necessitated for the City Work, as provided in Paragraph 7.10. of the General Terms and Conditions. 10.2 Vacation of Ri t-of-Way. In the event the City vacates all or a portion of the Premises pursuant to the Federal Way Revised Code, this Lease shall be tertninated for that portion of the premises vacated. Termination shall be effective upon the effective date of the vacation ordinance adopted under Federal Way Revised Code Title 4, as existing or as hereafter amended. 103 Lessee Termination Notice. The Lessee may ternunate this Lease upon three months written notice to the City. 10.4 Default. The City may terminate this Lease in the event of default of Lessee of any of the covenants or agreements contained herein, or contained in the General Terms and Conditions in this Lease. Termination for default shall be as provided in Section 7.11 of the General Terms and Conditions. LEASE AGREEMENT � CITY OF ,'1... Federal CITY HALL ��� 33325 8th Avenue Sauth • PO Box 9718 Federai Way, WA 98063-9718 (253)835-7QQ0 www. citya(federaAvay. com IN WITNESS, the Parties execute this Lease Agreement below, effective the last date written below. LESSOR: CITY OF FEDERAL WAY � Brian Wilson, City anager�Police Chief DATE: b �� ��13 ��7 LESSEE: PARC ENCHANTED PARKS, LLC By: s'�• Printed Name: �ND�I� ft. �RCtc� Title: /�d tdd�r� DATE: 3�3 � f 20/O STATE OF FLORIDA COUNTY OF DUVAL ) ) ss. ) ATTEST: . City Clerk, Carol McN lly, C APPROVED AS TO FORM: City Atto , Patricia A Richardson On this day gersonally appeared before me Randal H. Drew �o me known be the Pf@SideM of PARC Enchanted Parks, LLC, that executed the fo rument, 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/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this � � day of n�Q rC� , 2010. -� iq�3iq�� CLEAR ='� ,� AAY COVfMISSION # DD818814 EXPIRES August 21, 2012 388-0153 FiorldaNWary9enice.com Notary's signature Notary's printed name � Notary Public in and for the St te of F orida. My commission expires �v � � LEASE AGREEMENT EXHIBIT A A POR110N OF 1ME SW 1/t OF SEC7WN 28. IYIP. 21 N.. RCE. 4 G IY.W, IQIG COUH�Y. Y/h41RW10N SCALE: 1 C `;' � ! �.. 1 -�' , , , , � . , , , � � �,�, /- ,. ,� / ,, i � � F o r I � A� f / ' / � -�. � � � �/ f �f) �APPROXOIATE LOCAibH OF OLriPIC qL PIPELINE r n�. ��� ��a I� I � f / +`� / �I n I f I 1 � I ' t � 1 1 . IEST UME ]U �/� � I . ACMM L RK.XhOF-YMY acv�ow�r 1�: 71�9 00�11 � Mfm OM @II!lAI� IdIIQMy LNE � !OR' OIdMM�m �RI04 �� �0'�1-1flR11�M. iO�MC 911RU1Y' MOqW4G � itllG fU11111E R010��1Y lAIOYB�IR M O[I6tll� N Im1 1�t19t /J 71E dtt Of. fFA0Y1. �L �I�MI I� MIIOYBlpR SOII�N� ilOrl' dl M lJO� � lN�IIIIE l�MCIflN' tYli TE �MRIqF i11I51MOm �p 11VI�WIS Tff MY�[� I�W��R d1190[ � �p{�Q, MQIID TK (11'%IT IImUCm MN6 Y[ M7f W lGLQ ��p,� ��.OLR p. W I. Yl7ox IIOAD A - OL1MMIm �MYO A f �' � � � � , I � OLYVL dL AlIN[ FAS0IEM R �{ ► ir wwir ww �nw�� �wi[ .T 1 A�[# ��.� � ��' .,� s. wartu 1: n,Vp� �z m o9 �R E nroraam Rar. � rrs y �. rre.v-W I�r . � � mMam wrr � d ��_r�aro� R0" xro � Ur. �z n9 1 I ���. ` ` EXHIBIT B Lease Agreement - Milton Road South Right-of-Way 2010 Lease Payment Calculation Period Jan 1-Dec 31, 2010 Annual Lease 2010 Rate Square Feet Amount 0.0084815 33,841 $ 3,444.27 Total R.O.W. Lease $ Leasehold Taxes (12.84%) $ Total Payment Due $ 3,444.27 442.24 3,886.51 2009 Monthly Rate CPI* 2010 Monthl ��Rate 0.0081085 1.046 0.0084815 *Federal Way uses mid-year CPI information to calculate annual increases. http://www.bls.�ov/ro9/9250.pdf http: //www.bls. �ov/ro9/pachist.htm C:\Documents and Settings\rawad\Local Settings\Temporary Internet Files\Content.0utlook\9XESW2Y0\Milton Road South ROW Exhibit B CLP ENCHANTED VILLAGE, LLC (f/k/a CNL Income Enchanted Village, LLC) c/o CNL Lifestyle Properties, Inc. 450 South Orange Avenue Orlando, Florida 32801 '�/. .�.� � CERTIFIED MAILfRETURN RECEIPT REOUESTED CITY OF FEDERAL WAY 33530 First Way South PO Box 9718 Federal Way, Washington 98063-9718 Atten�c�n: City Mar.ager Attention: City Attorney Re: Ench�nted Village/Wild Ws�ves Theme Park - Federal Way, WA; Lease Agreement, dated Jann�ry 1, 2001, between City of Federal Way and CNL Income Eachanted Village, LLC (as amended and �ssigned} Deaz Sirs: T'he purpose of this letter is to notify you that, pursuant to an amendment to the Certificate of Formatian of CNL Income Enchanted Village, LLC (the "Lessee" under the above- named Lease Agreement), filed with the Secretary of State of the State of Delaware, CNL Income Enchanted Village, LLC has changed its name to "CLP Enchanted Village, LLC". A certified copy of the name change amendment is attached hereto . Please note the foregoing in your records. If you should have any questions or need further information, please feel free to conta.ct me at (407) 540-7612. Sincer , Jos J.`T , 'ce P ident of CLP Enchanted Village, LLC cc: Patti Cook, Esq. (Lowndes) Amy Patterson (CNL) 141913I e az,vare rl�ie �irst Stute PAGE 1 I, JEFFREY W. B DLLOCK, SECRETARY OF STATE OF TAE STATE OF DSLAWARE, DO EEREBY CERTIFY TAE ATTACAED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "CNL INCOME ENCHANTED VILLAGE, LLC", CHANGING ITS NAME F'ROM "CNL INCO1� ENCAANTED VILI.AGE, LLC" TO "CLP ENCHANTED VILLA�E, I,LC", FILED IAT TAIS OFFICE ON TAE FIRST DAY OF FEBROARY, A.D. 2012, AT 8:47 O'CLOCR A.M. 4287354 8100 120108619 Yov may visrify thia certificnte on23ae at corp.delaMare.gov/authver.ahtml Jeffrey W. Bulbck, Secretary of SWte ADT!'IEN TION: 9337949 DATE: 02-02-12 State of Dielawa.re Secretary of State Division o� Corporations Deliv+�z+ed 09:27 A�►S 02/01/2012 FILED 08:47 AAS 02/01/2012 SRV 120108619 - 4287354 FIIE CERTIFICATE OF AMENDMENT I�t��. CERTIFICATE OF F4RMATION OF CNL INCOME ENCHANTED VII.LAGE, LLC FIRST. The name of the limited liabitity company is CNL INCOME ENCHANTED VILLAGE, LLC (the "Company"). SECOND. Article 1 of the Certificate of Formation of the Company, filed on 1/18/2007 in the Office of the Secretary of State of the State of Delaware, shall be amended as follows: The name of the Company shall be: CLP Enchanted Village, LLC. IN WITNESS VVHEREOF, the undezsigned Authorized Person of the Company has executod this Certifica.te of Amendrnent to Certificate of Formation this 31�s day of J�, 2012. By: /S/ AMY J. PATTERSON Name: Amy J. Patterson Title: Authorized Person