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AG 19-197 - Wild Waves Holdings LLC RETURN TO: PW ADMIN EXT: 2700 ID#. f^+ CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS ^- '1' 2. ORIGINATING STAFF PERSON: L'� ` `S�\ EXT: 1 3. DATE REQ.BY: 1 1 I zQ 11 3. 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 ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL Y OTHER L90- -A-- kTUXlJ-"l-N + 4. PROJECT NAME �" �� a I f'- 5 G.w— f tx-P V'-� S. NAME OF CONTRACTOR: C- ADDRESS: 36ZO\ U !E TELEPHONE: ZS 61-5091D E-MAIL: rj\Cafe-),J w:l %,)O-V k5-LOM FAX: Zs3-{,61-�pSg SIGNATURE NAME: L][ 7�'�+ �-' "t_m?y-e-r TrRX: V;C.t- T`I�'9fcSlal,n 6. 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.—/—/- 7. TERM: COMMENCEMENT DATE: (77�0y-" 571yy"Cwku tt--'� COMPLETION DAI E: 8. TOTAL COMPENSATION:S IN�ItNN y a`A U!-, (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOK CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑YES `i2 NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑YES ❑NO IF YES,S PAID BY: ❑CONTRACTOR ❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: N \'k 9. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER ❑ DIVISION MANAGER ❑ DEPUTY DIRECTOR pi,DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) LAW DEPT r 10. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: k f�►/ y COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: y (l f 11`` COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING 1 /SENT Tf:I V F.A.DOR'C ONTRACTOR DATE SENT- 7121111 DATE REC'D: � L 1I I AC-11. SIG\.ATi-.—PE AUTHORITY, CNSURANCECERTIFICATE,LICENSES,EXHIBITS ((C] CRE-Al E.F1.`'.0 I R()-NIC REMINDERINOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL/DATE SIGNED ❑ FINANCE DEPARTMENT SiGta!=ifr'. MAYO OR DIRECTOR) ASSIGNED AG# AA DATE SENT: RETURN ONE ORIGINAL COMMENTS! Q EXE UTE a =ORIGINALS G n F le aypj V0 lAl Ap Q Cov%tif I 46m4 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 Wild Waves Holdings, LLC, a Delaware 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 glia, Chapter 5 35A.47 and 47.24 RCW, and Title 4 FWRC. 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 ten (10) years unless terminated sooner pursuant to Paragraph 10, or other provisions, of this Lease. This Lease inay 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 Four Thousand Two Hundred Thirty-Five and 66/100 (4,235.66) and 12.84% leasehold tax equal to Five Hundred Forty- Three and 86/100 Dollars ($543.86) for a total of Four Thousand Seven Hundred Seventy- Nine and 52/100 ($4,779.52), as delineated in Exhibit B attached, payable in advance on or before the first(1") 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: City of Federal Way Attn: Finance Department 33325 8th Avenue South 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 for the month of June. 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 6. USE. Lessee shall use said Premises for the following purposes and no other without prior written consent of the City: r 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 an Authorized Official of the City. 7.2 Compliance witli 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 Premises 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 and 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, 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 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 LEASE AGREEMENT 2 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) days' notice from the City, Lessee fails to maintain or repair any part of the Premises or any improvement, landscaping, fixtures or equipment thereon, the City may, but shall not be obligated to, enter upon the 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 hndemnity and Hold Hanrrless. 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, employees, and volunteers from and against liability for all claims, demands, suits, and judgments, including costs of defense thereof for injury to persons, death, or property damage that 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 attorneys' 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 Inst,irance. 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 Premises. 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 LEASE AGREEMENT 3 - 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. 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 additional 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 by the City before occupancy commences. The City reserves the right to require complete certified copies of all required insurance policies at any time. LEASE AGREEMENT 4 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 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 tiv the City For l.csse.e. 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 tern 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. LEASE AGREEMENT 5 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 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 LEASE AGREEMENT 6 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, aiid 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. Time 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. 7.24 Attorneys' 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 attorneys' 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 LEASE AGREEMENT 7 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, attorneys' 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 tenn 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 attorneys' 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 attorneys' 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. 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 LEASE AGREEMENT 8 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: Public Works Director City of Federal Way 33325 8th Avenue S Federal Way,WA 98063-9718 With a copy to: City Attorney City of Federal Way 33325 8th Avenue S Federal Way,WA 98063-9718 To Lessee: Joseph Kneupper Wild Waves Holdings, LLC 36201 Enchanted Parkway S Federal Way,WA 98003 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 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 tennination, 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 Title 4 FWRC, 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 LEASE AGREEMENT 9 in this Lease. Termination for default shall be as provided in Section 7.11 of the General Terns and Conditions. DATED the day and year set forth above. IN WITNESS,the Parties execute this Lease Agreement below, effective the last date written below. LEASE AGREEMENT 10 CITY OF FEDERAL WAY: By: errell,Mayor )Federal 25 8th Avenue South Way, WA 98003-6325 ATTEST: J"4.1,VV 1W IV FUWX hanie Courtney, CMC, . ty Clerk APPROVED AS TO FORM: 440�e ;� �O J. Ryan Call, City Attorney WILD WAVES HOLDINGS, LLC: f By: %�' J1-10 ph ieupper,Vic resident 1 Enchanted Parkway S Federal Way,WA 98003 STATE OF WASHINGTON ) ss. COUNTY OF1:,,t ) On this day personally appeared before me )CKx0 � � to me known to be the VkLL.C:_ that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. GIVE I_4�T �i ,4d, -'0jj1 seal this day of i, ,20)1 r(r� ,'�,,ii�► N07AA j: r .m00 --....,. ., .,, pUBI.IG (typed/printed name of notary) 0 5_Z, ,`C)C) Notary Public in and for the State of Washington. ICO W;�P My commission expiresIItF 1 LEASE AGREEMENT 11 =THEME & WATER PARK City of Federal Way 333258 1h Ave S Federal Way,WA 98063-9718 To Whom It May Concern, I,Jessica Cerbo,give authorization to Joseph Kneupper,Wild Waves Holdings, LLC's Park President,to sign documents relating to the lease agreement with the City of Federal Way. If you need anything further, please contact me at 609-233-9339. Sincerely, i Jessica Cerbo VP/Chief Financial Officer Premier Parks