After Recording Return to: Ronald J. English Seattle School District 2° MS 32-151, P.O. Box 34165 Seattle, WA 98124-1165 eM args RESTRICTIVE COVENANT AGREEMENT Grantee: : Seattle School Distriét Number,t; of King County, Washington Grantor: ‘The First African Methodist Episcopal Church of Seattle ‘Abbrev: Legal : Deseription;” Pin. Trs. 103 & 110, McGilvra’s Replat Of McGilvra’s ‘Second: Addition, recorded in King County, Washington Additional legal description is on page 9 of document. Assessor's Property ‘Tax Parcel Numbers: $31.710-0295-09 STEWART TITLE Gust Cy+ THIS RESTRICTIVE COVENANT AGREEMENT (the “Agreement”) is miade‘this day of February, 2011 (the “Effective Date”) by and between the Seattle School District Number 1, of King County, Washington, a municipal corporation © Grantee”), and The First African Methodist Episcopal Church of Seattle, a Washington nonprofit corporation (“Grantor”) / RECITALS A. Grantee, as of the date Hereof, has transferred or will transfer to Grantor certain real property located in King County, Washington at 3201 East Republican Stree, Seattle, Washington and legally described:in Exkibit A (the “Property”. B. In partial consideration’ for:the Property, Grantor has agreed to dedicate a portion of the Property-4o.¢ertain Community Uses (defined below).and has agreed to make payments to the Grantee in the event that the Property is subject to certain development (as further defined below). CC. The Property is improved with, among other things,.a'former school. building commonly known as the Martin Luther King Elementary School, which is made up of two physical components (the “Existing.Improvements”). ‘The purposes of this’ Agreement are to require that the Existing Improvements continue for the term of this Agreement to-be dedicated to Community Uses and to provide compensation to thé District in the event that the Existing Improvements are put to uses other than’ Community Uses. D,-" Grantor acknowledges that Grantee would not sell the Property to Grantor ‘as contemplated in thatProperty Purchase and Sale Agreement between the parties dated October 28,2010, as amended (the “Purchase and Sale Agreement”), without the execution and recordation of this Agreement and further acknowledges that this Agreement is a material patt of the consideration received by Grantee in connection with such sale. The Purchase-and Sale Agreement fequires that this Agreement be executed by the parties and récorded in eonnectiGn with the closing of the sale of the Property. ‘This Agreement sets forth the tersis and conditions upon which the use of the Property will be restricted for the stated term, AGREEMENT NOW, THEREFORE, for valuablé consideration, the receipt and sufficiency of which are acknowledged by the parties, Grantee declares and Grantor agrees, that the Property shall be held, transferred, sold, conveyed; leased; used and occupied subject to the following restrictions: 1, Community Use Requirement. Throughout the term of this Agreesent, : the Existing Improvements (the “Restricted Property”) shall be used for one or more of’ the uses permitted under the City of Seattle’s Martin Luther King School Zonivig Criteria 1cand Permitted Uses dated January 30, 2009 (the “Community Uses”). Grantor shall not be in Violation of this requirement if the Restricted Property (or a portion thereof) is _Nacated.t6 accommodate reconstruction, repair or rehabilitation activities. 2. © Assumed Conditions. Grantor and Grantee agree that Grantee has sold the Property to, Grantor at a price that-assumes: (a) that Grantor will conform to the restrictions outlined in paragraph 1 above; and (b) Grantee will make the gymnasium and covered play couirt available for no‘¢harge-for youth activities an average of at least 8 hours daily, and the auditorium available for io charge for youth activities an average of at least'8 hours daily for six days‘a'week;and {c) will make at least five of the twelve classrooms ayailable (approximately 5,000 SF).for rent by organizations that support youth educatisn-activities or provide social'sérvices, at rates which are not higher than approximately half of the miarket rent‘for such’ spaces (a), (b) and (c) together, the ‘Assumed Conditions" or individually, an “Assurfied Condition”): In addition, Grantor agrees 1o make the playground area of the property available for public use during such times as it is not needed for its own programs, to the extent consistent with Grantor's safety and security needs, as determined by Grantor in Grantor's sole discretion. For purposes of this paragraph, the term “ritarket rent”, shall mean $12,per siuare foot per year, triple niet, on December 31, 2010, adjusted appropriately for changes in market rental rates and conditions from that date; the'term,‘‘Support youth education activities or provide social services” shall have the same meaning as described in Seattle Public: Schools School Board Procedure H02.01, revised March-26, 2008. 3. Value Sharing Payment Calculation. In the everitthat Grantor of its successor-iti-interest Operates or develops the Property contrary to any-ofthe Assumed Conditions during the term of this Agreement, then Grantee shall be entiiled,to receive the. following’annual payment (the “Value-Sharing Payment”) from Grantor (or its successor) calculated asa dollar aitiount equal to () with respect so the gym space: the difference between the number of hours oF actual'rent free avaitability and the assumed hours of youth education and social services.use in paragraph 2(b), times $20 per hour, adjusted for changes to the constimer price index for Seattle, from December 31, 2010 to the date of determination; (ii) with respect to the auditorium space: the difference between the number of hhours of actual rent free availability and the assumed hours of youth education and social services use in paragraph 2(b), times $10-per hour, adjusted for changes to the consumer price index for Seattle, from December 31, 2010 to the date of determitiation; with respect to the five classrooms: the difference between the number of classrooms actually available for rent to youth and social service * organizations and the five classrooms assumed, times the difference between the actual net rent charged for those spaces and one-half the 2