LEASE AGREEMENT
(SINGLE TENANT FOR ENTIRE PARCEL - TRIPLE NET)
THIS HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY FOR REVIEW AND
APPROVAL PRIOR TO SIGNING
NO REPRESENTATION IS MADE BY LICENSEE AS TO ITS LEGAL SUFFICIENCY
OR TAX CONSEQUENCES
CBA TEXT DISCLAIMER: TEXT DELETED BY LICENSEE INDICATED BY STRIKE. NEW TEXT
INSERTED BY LICENSEE INDICATED BY SMALL CAPITAL LETTERS.
THIS LEASE AGREEMENT ("the Lease") is entered into this 23RD day of APRIL,
1997, between ▇▇▇ ▇▇▇▇ AND ▇▇▇▇ ▇▇▇▇ ("Landlord"), and PACIFIC BIOMETRICS,
INC. ("Tenant"). Landlord and Tenant agree as follows:
1. LEASE SUMMARY.
a. LEASED PREMISES. The leased premises (the "Premises") consist of the
real property legally described on attached Exhibit A, and all
improvements thereon.
b. LEASE COMMENCEMENT DATE. The Lease shall commence on AUGUST 1, 1997,
or such earlier or later date as provided in Section 3 (the "Commencement
Date").
c. LEASE TERMINATION DATE. The Lease shall terminate at midnight on
JULY 31, 2007, or such earlier or later date as provided in Section 3
(the "Termination Date").
d. BASE RENT. The base monthly rent shall be (check one): / / $_____, or
/X/ according to the Rent Rider attached hereto. Rent shall be payable at
Landlord's address shown in Section 1(h) below, or such other place
designated in writing by Landlord.
e. PREPAID RENT. Upon execution of this Lease, Tenant shall deliver to
Landlord the sum of $19,550.05 as prepaid rent, to be applied to the Rent
due for the SECOND month(s) of the Lease.
f. SECURITY DEPOSIT. The amount of the security deposit is $100,000.00.
g. PERMITTED USE. The Premises shall be used only for GENERAL OFFICE AND
TESTING LABORATORY and for no other purpose without the prior written
consent of Landlord.
h. NOTICE AND PAYMENT ADDRESSES:
Landlord: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Fax No.:_____
Tenant: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Fax No.:_____
i. LEASE COMMISSION. Landlord shall pay a commission to ▇▇▇▇▇▇▇'▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INTERNATIONAL ("Landlord's Broker") in the amount stated
in a separate listing agreement or, if there is no listing agreement,
then (check one)
/ / $_____/_____ % (complete only one) of the gross rent payable pursuant
to Section 1(d) or
/ / $_____ per square foot of the Premises. The commission shall be
earned upon occupancy of the Premises by Tenant, and paid one-half upon
execution of this Lease and one-half upon occupancy of the Premises by
Tenant. Landlord's Agent shall pay to _____ ("Tenant's Broker") the
amount stated in a separate agreement between them or, if there is no
agreement, $_____/_____ % (complete only one) of the commission paid to
Landlord's Agent, within five (5) days after receipt by Landlord's Agent.
2. PREMISES. Landlord leases to Tenant, and Tenant leases from Landlord the
Premises upon the terms specified in this Lease.
3. TERM.
a. COMMENCEMENT DATE. The Lease shall commence on the date specified in
Section 1(b), or on such earlier or later date as may be specified by
written notice delivered by Landlord to Tenant advising Tenant that the
Premises are ready for possession and specifying the Commencement Date,
which shall not be less than _____ (30 if not completed) days following
the date of such notice. If Tenant occupies the Premises before the
Commencement Date specified in Section 1(b), then the Commencement Date
shall be the date of occupancy. If Landlord acts diligently to make the
Premises available to Tenant, neither Landlord nor any agent or employee
of Landlord shall be liable for any damage or loss due to Landlord's
inability or failure to deliver possession of the Premises to Tenant as
provided in this Lease EXCEPT IF SUCH FAILURE RESULTS FROM LANDLORD'S
NEGLIGENCE. The Termination Date shall be modified upon any change in the
Commencement Date so that the length of the Lease term is not changed. If
Landlord does not deliver possession of the Premises to Tenant within THIRTY
(30) days (60 if not completed) after the date specified in Section 1(b),
Tenant may elect to cancel this Lease by giving written notice to Landlord
within 30 days after such time period ends. If Tenant gives such notice, the
Lease shall be canceled, all prepaid rent and security deposits shall be
refunded to tenant, and neither Landlord nor Tenant shall have any further
obligations to the other. The first "Lease Year" shall commence on the
Commencement Date and shall end on the date which is twelve (12) months
from the end of the month in which the Commencement Date occurs. Each
successive Lease Year during the initial term and any
LEASE AGREEMENT
(SINGLE TENANT FOR ENTIRE PARCEL - TRIPLE NET)
(CONTINUED)
extension terms shall be twelve (12) months, commencing on the first day
following the end of the preceding Lease Year, except that the last Lease
Year shall end on the Termination Date.
b. TENANT OBLIGATIONS. To the extent Tenant's tenant improvements are not
completed in time for the Tenant to occupy or take possession of the
Premises on the Commencement Date due to the failure of Tenant to fulfill
any of its obligations under this Lease, the Lease shall nevertheless
commence on the Commencement Date.
Except as specified elsewhere in this Lease, Landlord makes no
representations or warranties to Tenant regarding the Premises, including
the structural condition of the Premises and the condition of all
mechanical, electrical, and other systems on the Premises. Except for any
tenant improvements described on attached Exhibit B to be completed by
Landlord (defined therein as "Landlord's Work"), Tenant shall be
responsible for performing any work necessary to bring the Premises into
condition satisfactory to Tenant. By signing this Lease, Tenant
acknowledges that it has had adequate opportunity to investigate the
Premises, acknowledges responsiblity for making any corrections,
alterations and repairs to the Premises (other than the Landlord's Work),
and acknowledges that the time needed to complete any such items shall not
delay the Commencement Date.
Attached Exhibit B sets forth all Landlord's Work, if any, and all tenant
improvements to be completed by Tenant ("Tenant's Work"), which is to be
performed on the Premises. Responsibilities for design, payment and
performance of all such work shall be as set forth on attached Exhibit B.
If Tenant fails to notify Landlord of any defects in the Landlord's Work
within THIRTY (30) days of delivery of possession to Tenant, Tenant shall
be deemed to have accepted the Premises in their then condition. If Tenant
discovers any major defects in the Landlord's Work during this 30 day
period that would prevent Tenant from using the Premises for its intended
purpose, Tenant shall so notify Landlord in writing and the Commencement
Date shall be delayed until after Landlord has corrected the major defects
and Tenant has had five (5) days to inspect and approve the Premises after
Landlord's correction of such defects. The Commencement Date shall not be
delayed if Tenant's inspection reveals minor defects in the Landlord's
Work that will not prevent Tenant from using the Premises for their
intended purpose. Tenant shall prepare a punch list of all minor defects
and provide the punch list to Landlord. Landlord shall promptly correct
all punch list items.
4. RENT. Tenant shall pay Landlord without demand, deduction or offset, in
lawful money of the United States, the monthly rental stated in
Section 1(d) in advance on or before the first day of each month during
the Lease Term, and any other additional payments due to Landlord
(collectively the "Rent") when required under this Lease. Payments for
any partial month at the beginning or end of the Lease term shall be
prorated.
If any sums payable by Tenant to Landlord under this Lease are not
received by the TENTH (10TH) day of each month, Tenant shall pay Landlord
in addition to the amount due, for the cost of collecting and handling
such late payment, an amount equal to the greater of $100 or five percent
(5%) of the delinquent amount. In addition, all delinquent sums payable
by Tenant to Landlord and not paid within TEN (10) days of the due date
shall, at Landlord's option, bear interest at the rate of twelve percent
(12%) per annum, or the highest rate of interest allowable by law,
whichever is less. Interest on all delinquent amounts shall be calculated
from the original due date to the date of payment.
Landlord's acceptance of less than the full amount of any payment due
from Tenant shall not be deemed an accord and satisfaction or compromise
of such payment unless Landlord specifically consents in writing to
payment of such lesser sum as an accord and satisfaction or compromise of
the amount which Landlord claims.
5. SECURITY DEPOSIT. UPON EXECUTION OF THE LEASE, TENANT SHALL DEPOSIT INTO
AN INTEREST BEARING SECURITY DEPOSIT ACCOUNT AS SPECIFIED IN SECTION 1(F)
ABOVE. If Tenant breaches any covenant or condition of this Lease,
including but not limited to the payment of Rent, Landlord may apply all
or any part of the PRINCIPAL OF THE security deposit to the payment of
any sum in default and any damage suffered by Landlord as a result of
Tenant's breach. In such event, Tenant shall, within five (5) days after
written demand therefor by Landlord, deposit with Landlord the amount so
applied. Any payment to Landlord from the security deposit shall not be
construed as a payment of liquidated damages for any default. If Tenant
complies with all of the covenants and conditions of this Lease
throughout the SEVENTH (7TH) YEAR OF THIS Lease term, the security
deposit shall be repaid to Tenant with interest within 30 days.
6. USES. The Premises shall be used only for the use(s) specified in
Section 1(g) above (the "Permitted Use"), and for no other business or
purpose without the prior written consent of Landlord. No act shall be
done on or around the Premises that is unlawful or that will increase the
existing rate of insurance on the Premises. Tenant shall not commit or
allow to be committed any waste upon the Premises, or any public or
private nuisance.
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(SINGLE TENANT FOR ENTIRE PARCEL - TRIPLE NET)
(CONTINUED)
7. COMPLIANCE WITH LAWS. Tenant shall not cause or permit the Premises to
be used in any way which violates any law, ordinance, or governmental
regulation or order. Landlord represents to Tenant that, to the best of
Landlord's knowledge, with the exception of any Tenant's Work, as of the
Commencement Date, the Premises comply with all applicable laws, rules,
regulations, or orders, including without limitation, the Americans With
Disabilities Act, if applicable, and Landlord shall be responsible to
promptly cure any noncompliance which existed on the Commencement Date.
Tenant shall be responsible for complying with all laws applicable to the
Premises as a result of Tenant's particular use, such as modifications
required by the Americans With Disabilities Act as a result of Tenant
opening the Premises to the public as a place of public accommodation. If
the enactment or enforcement of any law, ordinance, regulation or code
during the Lease term requires any changes to the Premises during the
Lease term, the Tenant shall perform all such changes at its expense if
the changes are required due to the nature of Tenant's activities at the
Premises, or to alterations that Tenant seeks to make to the Premises;
otherwise, Landlord shall perform all such changes at its expense.
8. UTILITIES. Landlord shall not be responsible for providing any utilities
to the Premises, but represents and warrants to Tenant that as of the
Commencement Date electricity, water, sewer, and telephone utilities are
available to the Premises. Tenant shall determine whether the
available capacity of such utilities will meet Tenant's needs. Tenant shall
install and connect, if necessary, and directly pay for all water, sewer,
gas, janitorial, electricity, garbage removal, heat, telephone, and other
utilities and services used by Tenant on the Premises during the Term, SO
LONG AS such services are billed directly to Tenant.
9. TAXES. Tenant shall pay all Taxes (defined below) applicable to the
Premises during the Lease term. All payments for Taxes shall be made at
least ten (10) days prior to their due date. Tenant shall promptly furnish
Landlord with satisfactory evidence that Taxes have been paid. If any Taxes
paid by Tenant cover any period of time before or after the expiration of
the Term, Tenant's share of those Taxes will be prorated to cover only the
period of time within the tax fiscal year during which this Lease was in
effect, and Landlord shall promptly reimburse Tenant to the extent required.
If Tenant fails to timely pay any Taxes, Landlord may pay them, and Tenant
shall repay such amount to Landlord with Tenant's next rent installment.
The term "Taxes" shall mean: (i) any form of real estate tax or
assessment imposed on the Premises by any authority, including any city,
state or federal government, or any improvement district, as against any
legal or equitable interest of Landlord or Tenant in the Premises or in the
real property of which the Premises are a part, or against rent paid for
leasing the Premises; and (ii) any form of personal property tax or
assessment imposed on any personal property, fixtures, furniture, tenant
improvements, equipment, inventory, or other items, and all replacements,
improvements, and additions to them, located on the Premises, whether owned
by Landlord or Tenant. "Taxes" shall exclude any net income tax imposed on
Landlord for income that Landlord receives under this Lease.
Tenant may contest the amount or validity, in whole or in part, of any
Taxes at its sole expense, only after paying such Taxes or posting such
security as Landlord may reasonably require in order to protect the Premises
against loss or forfeiture. Upon the termination of any such proceedings,
Tenant shall pay the amount of such Taxes or part of such Taxes as finally
determined, together with any costs, fees, interest penalties, or other
related liabilities. Landlord shall cooperate with Tenant in contesting any
Taxes, provided Landlord incurs no expense or liability in doing so.
10. ALTERATIONS. Tenant may make alterations, additions or improvements to
the Premises, including any Tenant's Work identified on attached Exhibit B
("Alterations"), with the prior written consent of Landlord WHICH CONSENT
WILL NOT BE UNREASONABLY WITHHELD OR DELAYED. The term "Alterations" shall
not include the installation of shelves, movable partitions, Tenant's
equipment, and trade fixtures which may be performed without damaging
existing improvements or the structural integrity of the Premises, and
Landlord's consent shall not be required for Tenant's installation of those
items. Tenant shall complete all Alterations at Tenant's expense in
compliance with all applicable laws and in accordance with plans and
specifications approved by Landlord, and using contractors approved by
Landlord. Landlord shall be deemed the owner of all Alterations except for
those which Landlord requires to be removed at the end of the Lease term.
Tenant shall remove all Alterations at the end of the Lease term unless
Landlord conditioned its consent upon Tenant leaving a specified
Alteration at the Premises, in which case Tenant shall not remove such
Alteration. Tenant shall immediately repair any damage to the Premises
caused by removal of Alterations.
LEASE AGREEMENT
(SINGLE TENANT FOR ENTIRE PARCEL - TRIPLE NET)
(CONTINUED)
11. REPAIRS AND MAINTENANCE. Tenant shall, at its sole expense, maintain the
Premises in good condition and promptly make all NON-STRUCTURAL repairs
and replacements, necessary to keep the Premises in safe operating
condition, but excluding the roof, foundation and exterior walls, which
Landlord shall maintain in good condition and repair at Landlord's
expense. Tenant shall not damage any demising wall or disturb the
structural integrity of the Premises and shall promptly repair any damage
or injury done to any such demising walls or structural elements caused
by Tenant or its employees, agents, contractors, or invitees.
Notwithstanding anything in this Section to the contrary, Tenant shall
not be responsible for any repairs to the Premises made necessary by the
acts of Landlord or its agents, employees, contractors or invitees
therein.
Upon expiration of the Lease term, whether by lapse of time or otherwise,
Tenant shall promptly and peacefully surrender the Premises, together
with all keys, to Landlord in as good condition as when received by
Tenant from Landlord or as thereafter improved, reasonable wear and tear
and insured casualty excepted.
12. ACCESS. After reasonable notice from Landlord (except in cases of
emergency, where no notice is required), Tenant shall permit Landlord and
its agents and employees to enter the Premises at all reasonable times
for the purposes of repair or inspection. This Section shall not impose
any repair or other obligation upon Landlord not expressly stated
elsewhere in this Lease. After reasonable notice to Tenant, Landlord
shall have the right to enter the Premises for the purpose of showing
the Premises to prospective purchasers or lenders at any time, and to
prospective tenants within 180 days prior to the expiration or sooner
termination of the Lease term.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS LEASE; LANDLORD
RECOGNIZES THE WORK TO BE PERFORMED BY TENANT IS CONFIDENTIAL AND
PROPRIETARY, AND LANDLORD WILL USE ITS BEST EFFORTS TO ENTER THE
PREMISES, OR ALLOW ITS AGENTS AND EMPLOYEES TO ENTER THE PREMISES,
ONLY WHEN ACCOMPANIED BY AN ESCORT PROVIDED BY TENANT. LANDLORD WILL
BE LIABLE TO TENANT FOR ANY DAMAGE RESULTING FROM LANDLORD'S
VIOLATION OF THIS SECTION 12.
13. SIGNAGE. Tenant shall obtain Landlord's written consent before
installing any signs upon the Premises WHICH CONSENT WILL NOT BE
UNREASONABLY WITHHELD OR DELAYED. Tenant shall install any approved
signage at Tenant's sole expense and in compliance with all applicable
laws. Tenant shall not damage or deface the Premises in installing or
removing signage and shall repair any injury or damage to the Premises
caused by such installation or removal.
14. DESTRUCTION OR CONDEMNATION.
a. DAMAGE AND REPAIR. If the Premises are partially damaged but not
rendered untenantable, by fire or other insured casualty, then
Landlord shall diligently restore the Premises and this Lease shall
not terminate. The Premises shall not be deemed untenantable if
less than twenty-five percent (25%) of the Premises are damaged.
If insurance proceeds are available to Landlord but are not
sufficient to pay the entire cost of restoring the Premises, then
Landlord may elect to terminate this Lease and keep the insurance
proceeds, by notifying Tenant within sixty (60) days of the date of
such casualty. LANDLORD WILL, HOWEVER, CARRY "FULL REPLACEMENT COST"
INSURANCE.
If the Premises are entirely destroyed, or partially damaged and rendered
TOTALLY untenantable, by fire or other casualty, Landlord may, at its
option: (a) terminate this Lease as provided herein, or (b) restore the
Premises to their previous condition. If, within 60 days after receipt by
Landlord from Tenant of written notice that Tenant REASONABLY deems the
Premises untenantable, Landlord fails to notify Tenant of its election to
restore the Premises, or if Landlord is unable to restore the Premises
within six (6) months of the date of the casualty event, then Tenant may
elect to terminate the Lease.
If Landlord restores the Premises under this Section 14(a), Landlord
shall proceed with reasonable diligence to complete the work, and the
base monthly rent shall be abated in the same proportion as the
untenantable portion of the Premises bears to the whole Premises,
provided that there shall be a rent abatement only if the damage or
destruction of the Premises did not result from, the neglect of Tenant,
or Tenant's officers, contractors, licensees, agents, servants,
employees, guests, OR invitees. Provided, Landlord complies with its
obligations under this Section, no damages, compensation or claim shall
be payable by Landlord for inconvenience, loss of business or annoyance
directly, incidentally or consequentially arising from any repair or
restoration of any portion of the Premises. Landlord will not carry
insurance of any kind for the protection of Tenant or any improvements
paid for by Tenant or as provided in Exhibit B or on Tenant's furniture
or on any fixtures, equipment, improvements or appurtenances of Tenant
under this Lease, and Landlord shall not be obligated to repair any
damage thereto or replace the same unless the damage is caused by
Landlord's negligence.
LEASE AGREEMENT
(SINGLE TENANT FOR ENTIRE PARCEL - TRIPLE NET)
(CONTINUED)
b. If the Premises are made untenantable by eminent domain, or conveyed
under a threat of condemnation, this Lease shall automatically terminate
as of the earlier of the date title vests in the condemning authority or
the condemning authority first has possession of the Premises and all
Rents and other payments shall be paid to that date. In case of taking of
a part of the Premises that does not render the Premises untenantable,
then this Lease shall continue in full force and effect and the base
monthly rental shall be equitably reduced based on the proportion by
which the floor area of any structures is reduced, such reduction in Rent
to be effective as of the earlier of the date the condemning authority
first has possession of such portion or title vests in the condemning
authority. Landlord shall be entitled to the entire award from the
condemning authority attributable to the value of the Premises and Tenant
shall make no claim for the value of its leasehold. Tenant shall be
permitted to make a separate claim against the condemning authority for
moving expenses or damages resulting from interruption in its business,
provided that in no event shall Tenant's claim reduce Landlord's award.
15. INSURANCE.
a. LIABILITY INSURANCE. During the Lease term, Tenant shall pay for and
maintain commercial general liability insurance with broad form property
damage and contractual liability endorsements. This policy shall name
Landlord as an additional insured, and shall insure Tenant's activities
and those of Tenant's employees, officers, contractors, licenses, agents,
servants, employees, guests, invitees or visitors with respect to the
Premises against loss, damage or liability for personal injury or death
or loss or damage to property with a combined single limit of not less
than $1,000,000, and a deductible of not more than $5,000. The insurance
will be noncontributory with any liability insurance carried by Landlord.
b. CASUALTY INSURANCE. During the Lease term, Tenant shall pay for and
maintain all-risk coverage casualty insurance for the Premises, in an
amount sufficient to prevent Landlord or Tenant from becoming a
co-insurer under the terms of the policy, and in an amount not less than
the replacement cost of the Premises, with a deductible of not more than
$5,000. The casualty insurance policy shall name Tenant as the insured
and Landlord and Landlord's lender(s) as additional insureds, with loss
payable to Landlord, Landlord's lender(s), and Tenant as their interests
may appear. In the event of a casualty loss on the Premises, Landlord may
apply insurance proceeds under the casualty insurance policy in the
manner described in Section 14(a).
c. MISCELLANEOUS. Insurance required under this Section shall be with
companies rated A-XV or better in Best's Insurance Guide, and which are
authorized to transact business in the State of Washington. No insurance
policy shall be canceled or reduced in coverage and each such policy
shall provide that it is not subject to cancellation or a reduction in
coverage except after thirty (30) days prior written notice to Landlord.
Tenant shall deliver to Landlord upon commencement of the Lease and from
time to time thereafter, copies or certificates of the insurance policies
required by this Section. In no event shall the limit of such policies
be considered as limiting the liability of Tenant under this Lease.
d. WAIVER OF SUBROGATION. Landlord and Tenant hereby release each other
and any other tenant, their agents or employees, from responsibility for,
and waive their entire claim of recovery for any loss or damage arising
from any cause covered by insurance required to be carried by each of
them. Each party shall provide notice to the insurance carrier or
carriers of this mutual waiver of subrogation, and shall cause its
respective insurance carriers to waive all rights of subrogation against
the other. This waiver shall not apply to the extent of the deductible
amounts to any such policies or to the extent of liabilities exceeding
the limits of such policies.
16. INDEMNIFICATION. Tenant shall defend, indemnify, and hold Landlord
harmless against all liabilities, damages, costs, and expenses, including
attorneys' fees, arising from any negligent or wrongful act or omission
of Tenant or Tenant's officers, contractors, licensees, agents, servants,
employees, guests, OR invitees on or around the Premises as a result of
any act, omission or negligence of Tenant, or Tenant's officers,
contractors, licensees, agents, servants, employees, guests, invitees, or
visitors, or arising from any breach of this Lease by Tenant. Tenant
shall use legal counsel acceptable to Landlord in defense of any action
within Tenant's defense obligation. Landlord shall defend, indemnify and
hold Tenant harmless against all liabilities, damages, costs, and
expenses, including attorneys' fees, arising from any negligent or
wrongful act or omission of Landlord or Landlord's officers, contractors,
licensees, agents, servants, employees, guests, invitees, or visitors on
or around the Premises or arising from any breach of this Lease by
Landlord. Landlord shall use legal counsel acceptable to Tenant in
defense of any action within Landlord's defense obligation.
17. ASSIGNMENT AND SUBLETTING. Tenant shall not assign, sublet, mortgage,
encumber or otherwise transfer any interest in this Lease (collectively
referred to as a "Transfer") or any part of the Premises, without first
obtaining Landlord's written consent which shall not be unreasonably
withheld or delayed. No Transfer shall relieve Tenant of
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(SINGLE TENANT FOR ENTIRE PARCEL - TRIPLE NET)
(CONTINUED)
any liability under this Lease notwithstanding Landlord's consent to
such transfer. Consent to any Transfer shall not operate as a waiver of
the necessity for Landlord's consent to any subsequent Transfer.
If Tenant is a partnership, limited liability company, corporation, or
other entity, any transfer of this Lease by merger, consolidation,
redemption or liquidation, or any change(s) in the ownership of, or power
to vote, which singularly or collectively represents a majority of the
beneficial interest in Tenant, shall constitute a Transfer under this
Section.
As a condition to Landlord's approval, if given, any potential assignee
or sublessee otherwise approved by Landlord shall assume all obligations
of Tenant under this Lease and shall be jointly and severally liable with
Tenant and any guarantor, if required, for the Payment of Rent and
performance of all terms of this Lease. In connection with any Transfer,
Tenant shall provide Landlord with copies of all assignments, subleases
and assumption instruments.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS LEASE; IF TENANT IS A
PUBLICLY OWNED COMPANY, TRANSFERS OF STOCK IN TENANT IN ANY AMOUNT WILL
BE PERMITTED WITHOUT LANDLORD'S CONSENT.
18. LIENS. Tenant shall keep the Premises free from any liens created by or
through Tenant. Tenant shall indemnify and hold Landlord harmless from
liability from any such liens including, without limitation, liens
arising from any Alterations. If a lien is filed against the Premises by
any person claiming by, through or under Tenant, Tenant shall, upon
request of Landlord, at Tenant's expense, immediately furnish to Landlord
a bond in form and amount and issued by a surety satisfactory to
Landlord, indemnifying Landlord and the Premises against all liabilities,
costs and expenses, including attorneys' fees, which Landlord could
reasonably incur as a result of such lien(s).
19. DEFAULT. The following occurrences shall each be deemed an Event of
Default by Tenant.
a. FAILURE TO PAY. Tenant fails to pay any sum, including Rent, due under
this Lease following THREE (3) days written notice from Landlord of the
failure to pay.
c. INSOLVENCY. Tenant becomes insolvent, voluntarily or involuntarily
bankrupt, or a receiver, assignee or other liquidating officer is
appointed for Tenant's business, provided that in the event of any
involuntary bankruptcy or other insolvency proceeding, the existence of
such proceeding such constitute an Event of Default only if such
proceeding is not dismissed or vacated within 60 days after its
institution or commencement.
▇. ▇▇▇▇ OR EXECUTION. Tenant's interest in this Lease or the Premises, or
any part thereof, is taken by execution or other process of law directed
against Tenant, or is taken upon or subjected to any attachment by any
creditor of Tenant, if such attachment is not discharged within 15 days
after being levied.
e. OTHER NON-MONETARY DEFAULTS. Tenant breaches any agreement, term or
covenant of this Lease other than one requiring the payment of money and
not otherwise enumerated in this Section, and the breach continues for a
period of 10 days after the notice by Landlord to Tenant of the breach.
G. NOTWITHSTANDING ANYTHING IN THE LEASE TO CONTRARY, IF ANY BREACH
OF THIS LEASE BY TENANT CANNOT REASONABLY BE CURED WITHIN THIRTY (30)
DAYS, SUCH BREACH WILL NOT BE AN EVENT OF DEFAULT UNDER THIS LEASE SO
LONG AS TENANT COMMENCES TO CURE THE BREACH WITHIN THE THIRTY (30) DAY
PERIOD AND DILIGENTLY PURSUES TO CURE THE BREACH WITHIN A REASONABLE
PERIOD OF TIME.
20. REMEDIES.
Landlord shall have the following remedies upon an Event of Default.
Landlord's rights and remedies under this Lease shall be cumulative, and
none shall exclude any other right or remedy allowed by law.
a. TERMINATION OF LEASE. Landlord may terminate Tenant's interest under
the Lease, but no act by Landlord other than written notice from Landlord
to Tenant of termination shall terminate this Lease. The Lease shall
terminate on the date specified in the notice of termination. Upon
termination of this Lease, Tenant will remain liable to Landlord for
damages in an amount equal to the rent and other sums that would have
been owing by Tenant under this Lease for the balance of the Lease term,
less the net proceeds, if any, of any reletting of the Premises by
Landlord subsequent to the termination, after deducting all Landlord's
Reletting Expenses (as defined below). Landlord shall be entitled to
either collect damages from Tenant monthly on the days on which rent or
other amounts would have been payable under the Lease, or alternatively,
Landlord may accelerate Tenant's obligations under the Lease and recover
from Tenant; (i) unpaid rent which had been earned at the time of
termination; (ii) the amount by which the unpaid rent which would
LEASE AGREEMENT
(SINGLE TENANT FOR ENTIRE PARCEL - TRIPLE NET)
(CONTINUED)
have been earned after termination until the time of award exceeds the amount
of rent loss that Tenant proves could reasonably have been avoided; (iii) the
amount by which the unpaid rent for the balance of the term of the Lease
after the time of award exceeds the amount of rent loss that Tenant proves
could reasonably be avoided (discounting such amount by the discount rate of
the Federal Reserve Bank of San Francisco at the time of the award, plus 1%);
and (iv) any other amount necessary to compensate Landlord for all the
detriment proximately caused by Tenant's failure to perform its obligations
under the Lease, or which in the ordinary course would be likely to result
from the Event of Default, including without limitation Reletting Expenses
described in Section 20b.
b. RE-ENTRY AND RELETTING. Landlord may continue this Lease in full force
and effect, and without demand or notice, re-enter and take possession of
the Premises or any part thereof, expel the Tenant from the Premises and
anyone claiming through or under the Tenant, and remove the personal property
of either. Landlord may relet the Premises, or any part of them, in
Landlord's or Tenant's name for the account of Tenant, for such period of
time and at such other terms and conditions, as Landlord, in its discretion
may determine. Landlord may collect and receive the rents for the Premises.
Re-entry or taking possession of the Premises by Landlord under this Section
shall not be construed as an election on Landlord's part to terminate this
Lease, unless a written notice of termination is given to Tenant. Landlord
reserves the right following any re-entry or reletting, or both, under this
Section to exercise its right to terminate the Lease. During the Event of
Default, Tenant will pay Landlord the rent and other sums which would be
payable under this Lease if repossession had not occurred, LESS the net
proceeds, if any, after reletting the Premises, after deducting Landlord's
Reletting Expenses. "Reletting Expenses" is defined to include all expenses
incurred by Landlord in connection with reletting the Premises, including
without limitation, all repossession costs, brokerage commissions, attorneys'
fees, remodeling and repair costs, costs for removing and storing Tenant's
property and equipment, and rent concessions granted by Landlord to any new
Tenant, prorated over the life of the new lease.
c. WAIVER OF REDEMPTION RIGHTS. Tenant, for itself, and on behalf of any
and all persons claiming through or under Tenant, including creditors of all
kinds, hereby waives and surrenders all rights and privileges which they may
have under any present or future law, to redeem the Premises or to have a
continuance of this Lease for the Lease term, as it may have been extended.
d. NONPAYMENT OF ADDITIONAL RENT. All costs which Tenant agrees to pay to
Landlord pursuant to this Lease shall in the event of nonpayment be treated
as if they were payments of Rent, and Landlord shall have all the rights
herein provided for in case of nonpayment of Rent.
e. FAILURE TO REMOVE PROPERTY. If Tenant fails to remove any of its
property from the Premises at Landlord's request following an uncured Event
of Default, Landlord may, at its option, remove and store the property at
Tenant's expense and risk. If Tenant does not pay the storage cost within
five (5) days of Landlord's request, Landlord may, at its option, have any or
all of such property sold at public or private sale (and Landlord may become
a purchaser at such sale), in such manner as Landlord deems proper, without
notice to Tenant. Landlord shall apply the proceeds of such sale: (i) to the
expense of such sale, including reasonable attorneys' fees actually incurred;
(ii) to the payment of the costs or charges for storing such property;
(iii) to the payment of any other sums of money which may then be or
thereafter become due Landlord from Tenant under any of the terms hereof; and
(iv) the balance, if any, to Tenant. Nothing in this Section shall limit
Landlord's right to sell Tenant's personal property as permitted by law to
foreclose Landlord's lien for unpaid rent.
F. LANDLORD DEFAULT. LANDLORD WILL BE IN DEFAULT UNDER THIS LEASE IF
LANDLORD FAILS TO PERFORM OR OBSERVE ANY OBLIGATION OF LANDLORD UNDER THIS
LEASE IF THE FAILURE IS NOT CURED WITHIN THIRTY (30) DAYS AFTER WRITTEN
NOTICE HAS BEEN GIVEN BY TENANT TO LANDLORD. IF THE DEFAULT CANNOT BE
REASONABLY BE CURED WITHIN THIRTY (30) DAYS, LANDLORD WILL NOT BE IN DEFAULT
IF LANDLORD COMMENCES TO CURE THE DEFAULT WITHIN THE THIRTY (30) DAY PERIOD
AND DILIGENTLY PURSUES TO CURE THE DEFAULT WITHIN A REASONABLE PERIOD OF
TIME. IF, HOWEVER, THE NATURE OF THE DEFAULT ADVERSELY IMPACTS TENANT'S
ABILITY TO CONDUCT THEIR BUSINESS, THEN CURE PERIOD SHOULD BE NO MORE THAN
FIVE (5) WORKING DAYS AFTER TENANT'S NOTICE. IF LANDLORD IS IN DEFAULT UNDER
THIS LEASE, TENANT MAY (A) CURE LANDLORD'S DEFAULT AND OFFSET RENT PAYMENTS
UNTIL TENANT HAS RECOVERED THE COST OF SUCH CURE OF (B) TERMINATE THIS LEASE,
IN WHICH CASE THIS LEASE SHALL BE OF NO FURTHER FORCE OR EFFECT AND NEITHER
PARTY SHALL HAVE ANY FURTHER OBLIGATION TO THE OTHER.
21. MORTGAGE SUBORDINATION AND ATTORNMENT. This Lease shall automatically be
subordinate to any mortgage or deed of trust created by Landlord which is
now existing or hereafter placed upon the Premises including any advances,
interest, modifications, renewals, replacements or extensions ("Landlord's
Mortgage"), provided the holder of any Landlord's Mortgage or any person(s)
acquiring the Premises at any sale or other proceeding under any such
Landlord's Mortgage shall elect to continue this Lease in full force and
effect. Tenant shall attorn to the holder of any Landlord's Mortgage or any
person(s) acquiring the Premises at any sale or other proceeding under any
Landlord's Mortgage provided such person(s) assume the obligations of
Landlord under this Lease. Tenant shall promptly and in
LEASE AGREEMENT
(SINGLE TENANT FOR ENTIRE PARCEL - TRIPLE NET)
(CONTINUED)
no event later than fifteen (15) days execute, acknowledge and deliver
documents which the holder of any Landlord's Mortgage may reasonably
require as further evidence of this subordination and attornment.
Notwithstanding the foregoing, Tenant's obligations under this Section
are conditioned on the holder of each of Landlord's Mortgage and each
person acquiring the Premises at any sale or other proceeding under any
such Landlord's Mortgage not disturbing Tenant's occupancy and other
rights under this Lease, so long as no uncured Event of Default exists.
22. NON-WAIVER. Landlord's waiver of any breach of any term contained in
this Lease shall not be deemed to be a waiver of the same term for
subsequent acts of Tenant. The acceptance by Landlord of Rent or other
amounts due by Tenant hereunder shall not be deemed to be a waiver of any
breach by Tenant preceding such acceptance.
23. HOLDOVER. If Tenant shall, without the written consent of Landlord,
hold over after the expiration or termination of the Term, such tenancy
shall be deemed to be on a month-to-month basis and may be terminated
according to Washington law. During such tenancy, Tenant agrees to pay to
Landlord 125% the rate of rental last payable under this Lease, unless
a different rate is agreed upon by Landlord. All other terms of the Lease
shall remain in effect.
24. NOTICES. All notices under this Lease shall be in writing and
effective (i) when delivered in person, (ii) three (3) days after being
sent by registered or certified mail to Landlord or Tenant, as the case
may be, at the Notice Addresses set forth in Section 1(h); or (iii) upon
confirmed transmission by facsimile to such persons at the facsimile
numbers set forth in Section 1(h) or such other addresses/facsimile
numbers as may from time to time be designated by such parties in writing.
25. COSTS AND ATTORNEYS' FEES. If Tenant or Landlord engage the services
of an attorney to collect monies due or to bring any action for any
relief against the other, declaratory or otherwise, arising out of this
Lease, including any suit by Landlord for the recovery of Rent or other
payments, or possession of the Premises, the losing party shall pay the
prevailing party a reasonable sum for attorneys' fees in such suit, at
trial and on appeal.
26. ESTOPPEL CERTIFICATES. Tenant shall, from time to time, upon written
request of Landlord, execute, acknowledge and deliver to Landlord or its
designee a written statement specifying the following, subject to any
modifications OR ADDITIONS necessary to make such statements true and
complete: (i) the date the Lease term commenced and the date it expires;
(ii) the amount of minimum monthly Rent and the date to which such Rent
has been paid; (iii) that this Lease is in full force and effect and has
not been assigned, modified, supplemented or amended in any way; (iv) that
this Lease represents the entire agreement between the parties; (v) that
all conditions under this Lease to be performed by Landlord have been
satisfied; (vi) that there are no existing claims, defenses or offsets
which the Tenant has against the enforcement of this Lease by Landlord;
(vii) that no Rent has been paid more than one month in advance; and
(viii) that no security has been deposited with Landlord (or, if so, the
amount thereof). Any such statement delivered pursuant to this Section may
be relied upon by a prospective purchaser of Landlord's interest or
assignee of any mortgage or new mortgagee of Landlord's interest in the
Premises. If Tenant shall fail to respond within ten (10) days of receipt
by Tenant of a written request by Landlord as herein provided, Tenant
shall be deemed to have given such certificate as above provided without
modification and shall be deemed to have admitted the accuracy of any
information supplied by Landlord to a prospective purchaser or mortgagee.
27. TRANSFER OF LANDLORD'S INTEREST. This Lease shall be assignable by
Landlord without the consent of Tenant. In the event of any transfer or
transfers of Landlord's interest in the Premises, other than a transfer
for security purposes only, upon the assumption of this Lease by the
transferee, Landlord shall be automatically relieved of obligations and
liabilities accruing from and after the date of such transfer, except
for any retained security deposit or prepaid rent, and Tenant shall
attorn to the transferee.
28. RIGHT TO PERFORM. If Tenant shall fail to timely pay any sum or
perform any other act on its part to be performed hereunder, Landlord may
make any such payment or perform any such other act on Tenant's part to
be made or performed as provided in this Lease. Tenant shall, on demand,
reimburse Landlord for its expenses incurred in making such payment or
performance. Landlord shall (in addition to any other right or remedy of
Landlord provided by law) have the same rights and remedies in the event
of the nonpayment of sums due under this Section as in the case of
default by Tenant in the payment of Rent.
29. HAZARDOUS MATERIAL. Landlord represents and warrants to Tenant that
to the best of Landlord's knowledge, there is no "Hazardous Material" (as
defined below) on, in, or under the Premises as of the Commencement Date
except as otherwise disclosed to Tenant in writing before the execution
of this Lease. LANDLORD DISCLOSES THAT THERE ARE CERTAIN AREAS OF THE
BUILDING WHICH CONTAIN ASBESTOS. - If there is any Hazardous Material on,
in, or under the Premises as of the Commencement Date which has been or
thereafter becomes unlawfully released through no fault of Tenant, then
Landlord shall indemnify, defend and hold Tenant harmless from any and
all claims, judgments, damages,
LEASE AGREEMENT
(SINGLE TENANT FOR ENTIRE PARCEL - TRIPLE NET)
(CONTINUED)
penalties, fines, costs, liabilities or losses including without
limitation sums paid in settlement of claims, attorneys' fees, consultant
fees and expert fees, incurred or suffered by Tenant either during or
after the Lease term as the result of such contamination.
Tenant shall not cause or permit any Hazardous Material to be brought
upon, kept, or used in or about, or disposed of on the Premises by
Tenant, its agents, employees, contractors or invitees, except in strict
compliance with all applicable federal, state and local laws,
regulations, codes and ordinances. If Tenant breaches the obligations
stated in the preceding sentence, then Tenant shall indemnify, defend and
hold Landlord harmless from any and all claims, judgments, damages,
penalties, fines, costs, liabilities or losses including, without
limitation, diminution in the value of the Premises, damages for the loss
or restriction on use of rentable or usable space or of any amenity of
the Premises, or elsewhere, damages arising from any adverse impact on
marketing of space at the Premises, and sums paid in settlement of claims,
attorneys' fees, consultant fees and expert fees incurred or suffered by
Landlord either during or after the Lease term. These indemnifications by
Landlord and Tenant include, without limitation, costs incurred in
connection with any investigation of site conditions or any clean-up,
remedial, removal or restoration work, whether or not required by any
federal, state or local governmental agency or political subdivision,
because of Hazardous Material present in the Premises, or in soil or
ground water on or under the Premises. Tenant shall immediately notify
Landlord of any inquiry, investigation or notice that Tenant may receive
from any third party regarding the actual or suspected presence of
Hazardous Material on the Premises.
Without limiting the foregoing, if the presence of any Hazardous Material
brought upon, kept or used in or about the Premises by Tenant, its
agents, employees, contractors or invitees, results in any unlawful
release of Hazardous Material on the Premises or any other property,
Tenant shall promptly take all actions, at its sole expense, as are
necessary to return the Premises or any other property, to the condition
existing prior to the release of any such Hazardous Material; provided
that Landlord's approval of such actions shall first be obtained, which
approval may be withheld at Landlord's sole discretion.
As used herein, the term "Hazardous Material" means any hazardous,
dangerous, toxic or harmful substance, material or waste including
biomedical waste which is or becomes regulated by any local governmental
authority, the State of Washington or the United States Government due to
its potential harm to the health, safety or welfare of humans or the
environment.
30. RIGHT OF ENTRY. Landlord and its agents, employees and contractors
shall have the right to enter the Premises at reasonable times for
inspection, to make repairs, alterations, and improvements, to show the
Premises to prospective purchasers and, within six (6) months prior to
the expiration of the Lease term, to show the Premises to prospective
tenants.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS LEASE; LANDLORD
RECOGNIZES THE WORK TO BE PERFORMED ON THE PREMISES BY TENANT IS
CONFIDENTIAL AND PROPRIETARY, AND LANDLORD WILL USE ITS BEST EFFORTS TO
ENTER THE PREMISES, OR ALLOW ITS AGENTS AND EMPLOYEES TO ENTER THE
PREMISES, ONLY WHEN ACCOMPANIED BY AN ESCORT PROVIDED BY TENANT. LANDLORD
WILL BE LIABLE TO TENANT FOR ANY DAMAGE RESULTING FROM LANDLORD'S
VIOLATION OF THIS SECTION 30.
31. QUIET ENJOYMENT. So long as Tenant pays the Rent and performs all of
its obligations in this Lease, Tenant's possession of the Premises will
not be disturbed by Landlord or anyone claiming by, through or under
Landlord, or by the holders of any Landlord's Mortgage or any successor
thereto.
32. GENERAL.
a. HEIRS AND ASSIGNS. This Lease shall apply to and be binding upon
Landlord and Tenant and their respective heirs, executors administrators,
successors and assigns.
b. BROKERS' FEES. Tenant represents and warrants to Landlord that it has not
engaged any broker, finder or other person who would be entitled to any
commission or fees for the negotiation, execution, or delivery of this
Lease other than as disclosed in Section 1(i) or elsewhere in this Lease.
Tenant shall indemnify and hold Landlord harmless against any loss, cost,
liability or expense incurred by Landlord as a result of any claim
asserted by any such broker, finder or other person on the basis of any
arrangements or agreements made or alleged to have been made by or on
behalf of Tenant. This subparagraph shall not apply to brokers with whom
Landlord has an express written brokerage agreement.
c. ENTIRE AGREEMENT. This Lease contains all of the covenants and
agreements between Landlord and Tenant relating to the Premises. No prior
agreements or understanding pertaining to the Lease shall be valid or of
any force or effect and the covenants and agreements of this Lease shall
not be altered, modified or added to except in writing signed by Landlord
and Tenant.
LEASE AGREEMENT
(SINGLE TENANT FOR ENTIRE PARCEL - TRIPLE NET)
(CONTINUED)
d. SEVERABILITY. Any provision of this Lease which shall prove to be
invalid, void or illegal shall in no way affect, impair or invalidate any
other provision of this Lease.
e. FORCE MAJEURE. Time periods for either party's performance under any
provisions of this Lease (excluding payment of Rent) shall be extended
for periods of time during which the party's performance is prevented due
to circumstances beyond such party's control, including without
limitation, fires, floods, earthquakes, lockouts, strikes, embargoes,
governmental regulations, acts of God, public enemy, war or other strife.
f. GOVERNING LAW. This Lease shall be governed by and construed in
accordance with the laws of the State of Washington.
g. MEMORANDUM OF LEASE. This Lease shall not be recorded. However,
Landlord and Tenant shall, at the other's request, execute and record a
memorandum of Lease in recordable form that identifies Landlord and
Tenant, the commencement and expiration dates of the Lease, and the legal
description of the Premises as set forth on attached Exhibit A.
h. SUBMISSION OF LEASE FORM NOT AN OFFER. One party's submission of this
Lease to the other for review shall not constitute an offer to lease the
Premises. This Lease shall not become effective and binding upon Landlord
and Tenant until it has been fully signed by both Landlord and Tenant.
i. AUTHORITY OF PARTIES. Any individual signing this Lease on behalf of
an entity represents and warrants to the other that such individual has
authority to do so and, upon such individual's execution, that this Lease
shall be binding upon and enforceable against the party on behalf of whom
such individual is signing.
33. EXHIBITS AND RIDERS. The following exhibits and riders are made a part of
this Lease:
Exhibit A - Legal Description
Exhibit B - Tenant Improvement Schedule
(Check the box for any of the following that will apply. Any riders
checked shall be effective only upon being initialed by the parties and
attached to the Lease. Capitalized terms used in the Riders have the
meanings given to them in the Lease.)
/X/ Rent Rider
/ / Retail Use Rider
/ / Arbitration Rider
/X/ Limitation on Landlord's Liability Rider
/ / Guaranty of Tenant's Lease Obligations Rider
/ / Option to Extend Rider
34. AGENCY DISCLOSURE. At the signing of this Agreement,
Landlord's Agent ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇▇ OF COLLIERS INTERNATIONAL
----------------------------------------------------------
(insert names of Licensee and the Company name as licensed)
represented LANDLORD
-------------------------------------------------------------
(insert Landlord, Tenant, both Landlord and Tenant or
neither Landlord nor Tenant)
and Tenant's Broker (Licensee) ▇▇▇▇ ▇▇▇▇▇▇ OF BUSINESS SPACE RESOURCES
----------------------------------------
(insert names of Licensee and the Company
name as licensed)
represented TENANT
-------------------------------------------------------------
(insert Landlord, Tenant, both Landlord and Tenant or
neither Landlord nor Tenant)
If Tenant's Licensee and Landlord's Agent are different salespersons
affiliated with the same Broker, then both Buyer and Seller confirm their
consent to that Broker acting as a dual agent. If Tenant's Licensee and
Landlord's Agent are the same salesperson representing both parties,
then both Landlord and Tenant confirm their consent to that salesperson
and his/her Broker acting as dual agent. Landlord and Tenant confirm
receipt of the pamphlet entitled "The Law of Real Estate Agency."
35. BROKER PROVISIONS. Landlord shall pay to Landlord's Agent an additional
commission upon the exercise by Tenant of any option to extend the Term
according to any commission agreement or, in the absence of one,
according to Landlord's Agent's commission schedule in effect as of the
execution of this Lease. If Landlord's Agent is the procuring cause of
any other lease or sale entered into between Landlord and Tenant concerning
the Premises, Landlord shall pay a commission in the amount set forth in
Landlord's Agent's commission schedule in effect as of the execution of
this Lease. Landlord's successor shall be obligated to pay any unpaid
commissions upon any transfer of this Lease and any such transfer shall not
release the transferor from liability to pay such commissions. If Landlord's
Agent is required to employ an attorney to enforce or declare it rights
under this Section, the prevailing party in any such action shall be
entitled to recover its reasonable attorneys' fees, in an amount determined
by the court. Neither
LEASE AGREEMENT
(SINGLE TENANT FOR ENTIRE PARCEL - TRIPLE NET)
(CONTINUED)
Landlord's Agent nor Tenant's Licensee are receiving compensation from more
than one party to this transaction unless otherwise disclosed on an attached
addendum, in which case Landlord and Tenant consent to such compensation.
LANDLORD'S AGENT AND TENANT'S LICENSEE HAVE MADE NO REPRESENTATIONS OR
WARRANTIES CONCERNING THE PREMISES, THE MEANING OF THE TERMS AND CONDITIONS
OF THIS LEASE, LANDLORD'S OR TENANT'S FINANCIAL STANDING, ZONING, COMPLIANCE
OF THE PREMISES WITH APPLICABLE LAWS, SERVICE OR CAPACITY OF UTILITIES,
OPERATING EXPENSES, OR HAZARDOUS MATERIALS. LANDLORD AND TENANT ARE EACH
ADVISED TO SEEK INDEPENDENT LEGAL ADVICE ON THESE AND OTHER MATTERS ARISING
UNDER THIS LEASE.
LEASE AGREEMENT
(SINGLE TENANT FOR ENTIRE PARCEL - TRIPLE NET)
(CONTINUED)
IN WITNESS WHEREOF this Lease has been executed the date and year first above
written.
▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇ PACIFIC BIOMETRICS, INC.
------------------------ ----------------
LANDLORD: TENANT:
▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
------------------------ -----------------------------------------
LANDLORD: Tenant:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------- -----------------------------------------
By: By:
President & CEO
--------------------------------- -----------------------------------------
Its: Its:
LEASE AGREEMENT
(SINGLE TENANT FOR ENTIRE PARCEL - TRIPLE NET)
(CONTINUED)
STATE OF WASHINGTON )
)ss.
COUNTY OF KING )
-------------------
I certify that I know or have satisfactory evidence that ▇▇▇▇▇ ▇▇▇▇ is the
person who appeared before me and said person acknowledged that ▇▇▇▇▇ ▇▇▇▇
signed this instrument, on oath stated that ▇▇▇▇▇ ▇▇▇▇ was authorized to
execute the instrument and acknowledged it as the landlord of said to be the
free and voluntary act of such party for the uses and purposes mentioned in
the instrument.
DATED: 5-12, 1997.
(Seal or stamp) /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------
Printed Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------
NOTARY PUBLIC in and for the State
[Seal] of Washington, residing at Seattle
-------
My Commission expires: 2-27-98
------------
STATE OF WASHINGTON )
)ss.
COUNTY OF KING )
-------------------
I certify that I know or have satisfactory evidence that ▇▇▇▇▇▇ ▇▇▇▇ is the
person who appeared before me and said person acknowledged that ▇▇▇▇▇▇ ▇▇▇▇
signed this instrument, on oath stated that ▇▇▇▇▇▇ ▇▇▇▇ was authorized to
execute the instrument and acknowledged it as the landlord of said to be the
free and voluntary act of such party for the uses and purposes mentioned in
the instrument.
DATED: 5-12, 1997.
(Seal or stamp) /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------
Printed Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------
NOTARY PUBLIC in and for the State
[Seal] of Washington, residing at Seattle
-------
My Commission expires: 2-27-98
------------
LEASE AGREEMENT
(SINGLE TENANT FOR ENTIRE PARCEL - TRIPLE NET)
(CONTINUED)
STATE OF WASHINGTON )
)ss.
COUNTY OF KING )
-------------------
I certify that I know or have satisfactory evidence that ▇▇▇▇ ▇▇▇▇▇ is the
person who appeared before me and said person acknowledged that ▇▇▇▇ ▇▇▇▇▇
signed this instrument, on oath stated that ▇▇▇▇ ▇▇▇▇▇ was authorized to
execute the instrument and acknowledged it as the President & CEO of CEO
Pacific Biometrics to be the free and voluntary act of such party for the
uses and purposes mentioned in the instrument.
DATED: May 14, 1997.
(Seal or stamp) /s/ ▇▇▇ ▇▇▇▇▇
-------------------------------------
Printed Name: ▇▇▇ ▇▇▇▇▇
-----------------------
NOTARY PUBLIC in and for the State
[Seal] of Washington, residing at Seafirst
----------
My Commission expires: Sept 27, 2000
---------------
STATE OF WASHINGTON )
)ss.
COUNTY OF )
-------------------
I certify that I know or have satisfactory evidence that ______________ is
the person who appeared before me and said person acknowledged that
______________ signed this instrument, on oath stated that
________________________________ was authorized to execute the instrument and
acknowledged it as the _______________________ of ____________________________
to be the free and voluntary act of such party for the uses and purposes
mentioned in the instrument.
DATED: __________, 19___.
(Seal or stamp)
-------------------------------------
Printed Name:
------------------------
NOTARY PUBLIC in and for the State
of Washington, residing at
----------
My Commission expires:
---------------
LEASE AGREEMENT
(SINGLE TENANT FOR ENTIRE PARCEL - TRIPLE NET)
EXHIBIT A
[LEGAL DESCRIPTION]
▇▇▇ ▇, ▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇, ▇▇▇▇▇ 12, of ▇.▇. ▇▇▇▇▇'▇ North Seattle
Addition to the City of Seattle as recorded in Volume 1 of Plats, Page 41,
King County, Washington.
LEASE AGREEMENT
(SINGLE TENANT FOR ENTIRE PARCEL - TRIPLE NET)
EXHIBIT B
[TENANT IMPROVEMENT SCHEDULE]
BASED ON THE ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, INC. SPACE PLAN DATED 2-26-97 THE TOTAL
IMPROVEMENT COST TO THE PROPERTY IS ESTIMATED AT $348,467.53. THE LANDLORD
SHALL BE RESPONSIBLE FOR $148,200.00 OF THIS COST AND THE TENANT SHALL BE
RESPONSIBLE FOR THE BALANCE; $200,267.53. TENANT'S PORTION IS TO BE
AMORTIZED AT AN INTEREST RATE OF 10% OVER SEVEN (7) YEARS AND IS REFLECTED IN
THE RENTAL RATE. THESE DOLLAR AMOUNTS ARE SUBJECT TO CHANGE BASED ON
CONSTRUCTION DRAWINGS WHICH ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, INC. WILL BEGIN UPON
LEASE EXECUTION. TENANT SHALL BE RESPONSIBLE FOR ALL COSTS BEYOND
$348,467.53. PERMITTING AND CONSTRUCTION BASED ON THE FINAL CONSTRUCTION
DRAWINGS IS TO BEGIN IMMEDIATELY TO ENABLE AN AUGUST 1, 1997 OCCUPANCY.
RENT RIDER
Landlord and Tenant should complete only those provisions below which apply.
Any provision below which is not completed shall not apply to the Lease.
1. BASE MONTHLY RENT SCHEDULE. Tenant shall pay Landlord base monthly rent
during the Lease Term according to the following schedule:
LEASE YEAR (STATED IN YEARS OR MONTHS) Base Monthly Rent Amount
Year 1 $19,550.05
Year 2 $19,550.05
Year 3 $19,858.80
Year 4 $20,167.55
Year 5 $20,476.30
Year 6 $20,785.05
Year 7 $21,093.80
Year 8 $18,525.00
Year 9 $19,019.00
Year 10 $19,513.00
/s/ TAK /s/ PYK
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Landlord's Initials Tenant's Initials
/s/ EK
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Landlord's Initials
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Landlord's Initials
LIMITATION ON LANDLORD'S LIABILITY RIDER
Landlord and Tenant agree that Tenant's recourse against Landlord for any
obligations of Landlord under this Lease shall be limited to Tenant's
execution against Landlord's right, title and interest from time to time in
the Premises. Neither Landlord nor any of its partners, shareholders,
members, officers, directors, or other principals shall have any personal
liability to Tenant as the result of any breach or default by Landlord under
this Lease.
/s/ TAK /s/ PYK
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Landlord's Initials: Tenant's Initials:
/s/ EK
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Landlord's Initials: Tenant's Initials: