4d 2 assign
Item No. 4d_attach 1 Date of Meeting November 22, 2016 RECORDED AT THE REQUEST OF: AFTER RECORDING RETURN TO: CAVA Des Moines Industrial, LLC c/o LaSalle Investment Management 333 W. Wacker Drive Chicago, Illinois 60606 Attn: Paul K. White Assignment and Assumption of Ground Lease Agreement This Assignment and Assumption of Ground Lease Agreement (this "Assignment") is entered into as of ________________, 2016 (the "Effective Date"), by and among DES MOINES CREEK BUSINESS PARK PHASE 1, LLC, a Delaware limited liability company ("Assignor"), CAVA DES MOINES INDUSTRIAL, LLC, a Delaware limited liability company ("Assignee"), and PORT OF SEATTLE, a Washington municipal corporation ("Landlord"), with reference to the following facts: A. Assignor is the owner of a ground leasehold interest in that certain real property located in the City of Des Moines, County of King, State of Washington, as more particularly described in Exhibit A attached hereto (the "Leasehold Parcel"), and the owner of a fee interest in all buildings and other improvements (including fixtures) located on the Leasehold Parcel, together with all rights and interests appurtenant to the Leasehold Parcel, but excluding any personal property owned by tenants of, or service providers to, Assignor (collectively, the "Improvements"). The Leasehold Parcel and the Improvements are sometimes referred to herein collectively as the "Real Property." B. Assignor's interest in the Real Property is created by and subject to that certain Ground Lease Agreement dated as of April 30, 2015 (the "Original Lease") by and between Landlord and Assignor, as memorialized by that certain Memorandum of Ground Lease dated as of April 30, 2015 (the "Memorandum") by and between Landlord and Assignor, recorded in the records of King County, Washington, on April 30, 2015, as document number 20150430002927, and as amended by that certain First Amendment to Phase 1 Ground Lease Agreement dated as of August 17, 2015 (the "First Amendment") by and between Landlord and Assignor, and as further amended by that certain Second Amendment to Phase 1 Ground Lease Agreement dated as of July 5, 2016 (the "Second Amendment" and together with the Original Lease, the Memorandum, and the First Amendment, the "Ground Lease") by and between Landlord and Assignor. C. Assignor has agreed to assign and transfer its interest in the Ground Lease to Assignee and Assignee has agreed to assume Assignor's obligations under or in connection with the Ground Lease from and after the Effective Date, and Assignor has agreed to bargain, sell and convey to Assignee, and Assignee has agreed to acquire, the Improvements. {00208897.DOCX; 1 / 16229 / ASN }DMWEST #14722758 v1 D. Assignor and Assignee have requested that Landlord consent to this Assignment and agree to release Assignor from any and all obligations arising under or in connection with the Ground Lease from and after the Effective Date or arising because of defaults or events occurring from and after the Effective Date. Landlord has agreed to give such consent. NOW, THEREFORE, in consideration of the covenants and conditions set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, including Assignee's agreement to perform all of the obligations as Tenant under or in connection with the Ground Lease without which Landlord would not execute this Assignment, the parties hereto agree as follows: 1. Assignment. Assignor hereby bargains, sells, conveys, transfers and assigns to Assignee, as of the Effective Date, without representation or warranty (express or implied), and subject to all easements and other matters of record, all of the right, title and interest of Assignor in and to the Ground Lease and the Improvements. 2. Assumption. Assignee hereby agrees to, as of the Effective, assume and perform all of the obligations of Assignor as Tenant under or in connection the Ground Lease arising from and after the Effective Date, and to acquire the Improvements. 3. Consent. Landlord hereby consents to the assignment of the Ground Lease to Assignee, and to the transfer of the Improvements to Assignee. 4. Release of Assignor. Assignor is hereby released of all obligations arising under or in connection with the Ground Lease from and after the Effective Date or arising because of defaults or events occurring from and after the Effective Date. 5. Successors and Assigns. This Assignment shall bind and benefit the parties hereto and their respective successors and assigns. 6. Landlord Execution. Notwithstanding any provisions set forth in this Assignment, Landlord hereby executes this Assignment on its behalf only and does not agree, consent or otherwise make any representation on behalf of any other entity with respect to the matters set forth herein and this Assignment shall not be deemed or construed as granting or conveying to any party any rights or interests in the Real Property additional to the rights and interests presently held in such Real Property or contemplated by this Assignment. 7. Reimbursement to Landlord. As provided in Section 24.1.4 of the Ground Lease, upon Landlord's execution of this Assignment, Assignor shall reimburse Landlord an amount up to Five Thousand Dollars ($5,000.00) for fees and expenses incurred by Landlord in connection with Landlord's consent to this Assignment. [Signature Pages Follow] {00208897.DOCX; 1 / 16229 / ASN }DMWEST #14722758 v1 2 IN WITNESS WHEREOF, Assignor, Assignee and Landlord have each executed this Assignment as of the Effective Date. ASSIGNOR: DES MOINES CREEK BUSINESS PARK PHASE 1, LLC, a Delaware limited liability company By: Des Moines Creek Business Park, LLC, a Delaware limited liability company, Sole Member By: PDC DMCBP, LLC, a Delaware limited liability company, Managing Member By: PDC Seattle LLC, a Delaware limited liability company, Manager By: __________________________ Name: Bart Brynestad Title: Local Partner ASSIGNEE: CAVA DES MOINES INDUSTRIAL, LLC, a Delaware limited liability company By: Name: Title: LANDLORD: PORT OF SEATTLE, a Washington municipal corporation By: Name: Title: [ACKNOWLEDGEMENT FORMS ATTACHED] {00208897.DOCX; 1 / 16229 / ASN } EXHIBIT A LEGAL DESCRIPTION PARCEL A: Lots 1, 2, 3, and Tracts A and Z, of City of Des Moines Short Plat No. LUA2013-0036, recorded November 13, 2014 as Recording No. 20141113900004, records of King County, Washington, as amended by City of Des Moines Short Plat No. LUA2013-0036 Alteration recorded April 26, 2016 as Recording No. 20160426900009, records of King County, Washington. PARCEL B: That portion of South 208th Street as delineated on City of Des Moines Short Plat No. LUA2013-0036, recorded November 13, 2014 as Recording No. 20141113900004, records of King County, Washington, as amended by City of Des Moines Short Plat No. LUA2013-0036 Alteration recorded April 26, 2016 as Recording No. 20160426900009, records of King County, Washington. PARCEL C: South 211th Street as delineated on City of Des Moines Short Plat No. LUA2013-0036, recorded November 13, 2014 as Recording No. 20141113900004, records of King County, Washington, as amended by City of Des Moines Short Plat No. LUA2013-0036 Alteration recorded April 26, 2016 as Recording No. 20160426900009, records of King County, Washington. {00208897.DOCX; 1 / 16229 / ASN }DMWEST #14722758 v1 A-1 [ATTACH STATE SPECIFIC ACKNOWLEDGMENT FORMS] {00208897.DOCX; 1 / 16229 / ASN }DMWEST #14722758 v1
Limitations of Translatable Documents
PDF files are created with text and images are placed at an exact position on a page of a fixed size.
Web pages are fluid in nature, and the exact positioning of PDF text creates presentation problems.
PDFs that are full page graphics, or scanned pages are generally unable to be made accessible, In these cases, viewing whatever plain text could be extracted is the only alternative.