EXHIBIT 10.3
FIRST INTERSTATE CENTER
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LEASE AGREEMENT
BETWEEN
▇▇▇▇▇▇-▇▇▇▇▇▇▇ SEATTLE
A WASHINGTON GENERAL PARTNERSHIP
LANDLORD
AND
CABLE, ▇▇▇▇▇ & ▇▇▇▇▇
TENANT
LEASE AGREEMENT
FIRST INTERSTATE CENTER
THIS LEASE made this 8th day of November 1983 between ▇▇▇▇▇▇-▇▇▇▇▇▇▇
SEATTLE, a Washington general partnership ("Landlord"), and CABLE, ▇▇▇▇▇ & ▇▇▇▇▇
("Tenant").
As parties hereto, Landlord and Tenant agree:
1. LEASE DATA AND EXHIBITS: The following terms as used herein shall
have the meanings provided in this Section 1, unless otherwise specifically
modified by provisions of this Lease:
(a) Building: Known as FIRST INTERSTATE CENTER, Seattle,
Washington, situated on the real property more particularly
described in Section 2 hereof.
(b) Premises: Consisting of the floor area on the 43rd floor(s) as
outlined on the floor plan(s) of the Building, attached hereto
as Exhibit A, including tenant improvements, if any, as
described in Exhibit B.
(c) Tenant's Percentage of the Building: 2.29%. In the event a
portion of the Building is damaged or condemned or any other
event occurs which alters the rentable area of the Premises or
the rentable area of the Building, Landlord may adjust "Tenant's
Percentage of the Building" to properly reflect the proportion
of the rentable area of the Building (as altered by such event)
which is attributable to the rentable area of the Premises (as
altered by such event).
(d) Basic Plan Delivery Date: See Exhibit B.
(e) Commencement Date: February 3, 1984 or such earlier or later
date as provided in Section 3 hereof.
(f) Expiration Date: January 31, 1994.
(g) Rent: $48,374.79 per month, payable on or before the first day
of each month. Rent shall be adjusted from time to time as
provided in Sections 7, 8 and 9 hereof. See Addendum to Lease.
(h) Security Deposit: $N/A.
(i) Parking: Tenant shall have the right to lease 12 parking stalls
in the Building, on an unassigned basis at the prevailing
monthly rates as established by the Landlord's parking operator
from time to time. The leasing of parking stalls by Tenant shall
be subject to such rules and regulations as Landlord's parking
operator may require from time to time.
See Addendum to Lease
(j) Notice Addresses:
Landlord: ▇▇▇▇▇▇-▇▇▇▇▇▇▇ Seattle
Suite 3200, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Tenant: Cable, ▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇
(k) Exhibits: The following exhibits or riders are made a part of
this Lease:
Exhibit A--Floor Plan of Premises
Exhibit B--Tenant Improvements
Exhibit B.1--Tenant Improvement Plans
Exhibit B.2--Tenant Improvements Paid by Tenant
Exhibit C--Addendum to Lease
2. PREMISES: Landlord does hereby lease to Tenant, and Tenant does
hereby lease from Landlord, upon the terms and conditions herein set forth, the
Premises described in Section 1(b) hereof as shown on Exhibit A attached hereto
and incorporated herein, together with rights of ingress and egress over common
areas in the Building located on the land ("Land") more particularly described
as:
That portion of the ▇. ▇. ▇▇▇▇▇ Donation Land Claim located in Sections 31
and 32, Township 25 North, Range 4 East, ▇.▇., in
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King County, Washington, described as follows:
Beginning at the intersection of the southeasterly line of Madison Street
as established in the Plat of ▇▇▇▇▇ and Denny's Addition, according to the
plat thereof recorded in Volume 1 of Plats, page 27, in King County,
Washington, with the northeasterly line of Second Avenue as established in
King County Superior Court Cause No. 7097;
Thence north 59 degrees 21'29" east along said southeasterly line 235.12
feet to the southwesterly line of Third Avenue, as established in King
County Superior Court Cause No. 54135;
Thence south 30 degrees 37'35" east along said southwesterly line 239.95
feet to the northwesterly line of ▇▇▇▇▇▇ Street, as established in said
Plat;
Thence south 59 degrees 21'40" west along said northwesterly line 235.11
feet to said northeasterly line of Second Avenue;
Thence north 30 degrees 37'36" west along said northeasterly line 239.9
feet to the point of beginning, being also described as:
▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇ of Seattle, as laid out of the claims
of ▇. ▇. ▇▇▇▇▇ and ▇. ▇. ▇▇▇▇▇ (Commonly known as ▇▇▇▇▇ & Denny's
Addition to the City of Seattle), according to the plat thereof recorded
in Volume 1 of Plats, page 27, in King County, Washington;
TOGETHER WITH vacated alley as provided by Ordinance Number 110128 of
the City of Seattle.
EXCEPT the southwesterly 12 feet of Lots 1, 4, 5 and 8, condemned in
District Court Cause Number 7097 for the widening of Second Avenue, as
provided by Ordinance NO. 1107 of the City of Seattle ; AND
EXCEPT the northeasterly 9 feet of Lots 2, 3, 6 and 7, condemned for
widening of Third Avenue in King County Superior Court Cause No. 54135,
as provided by Ordinance Number 14345 of the City of Seattle.
3. COMMENCEMENT AND EXPIRATION DATES:
(a) Commencement Date. The Commencement Date shall be:
(i) The date specified in Section 1(e) unless notice is
delivered pursuant to Section 3(a)(ii) or unless Tenant
occupies earlier, pursuant to Section 3(a)(iii);
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(ii) Such later date as may be specified in a notice in anticipation
of such date which shall be delivered to Tenant at least 30
days before such date upon which the Premises, together with
the common facilities for access and service thereto, shall be
completed; or
(iii) If Tenant shall occupy the Premises for Permitted Uses prior to
the date specified in Section 1(e) or in the notice provided
under Section 3(a)(ii), the date of such occupancy.
(b) Tenant Obligations. If Tenant's tenant improvements are not completed
on the Commencement Date specified in Section 1(e) or as provided in
Section 3(a)(ii) above, whichever is applicable, due to the failure
of Tenant to fulfill any obligation pursuant to the terms of this
Lease or any exhibit hereto, including without limitation Tenant's
failure to comply with the Plan Delivery Dates described in Section
1(d) and Exhibit B, the Lease shall be deemed to have commenced upon
the Commencement Date specified in Section 1(e) or as provided in
Section 3(a)(ii) above, as applicable.
(c) Tenant Termination Rights. In the event a Commencement Date as
provided in Section 3(a)(ii) above does not occur within six months
following the Commencement Date specified in Section 1(e), Tenant may
terminate this Lease by written notice; provided, however, that such
six-month period may at Landlord's sole option be extended to a date
not later than two years from the Commencement Date specified in
Section 1(e) for delays due to casualties, acts of God, strikes,
shortages of labor or materials or other causes beyond the reasonable
control of Landlord. If the Commencement Date has not occurred within
such two-year period, this Lease shall be deemed null and void and
all rights and obligations of the parties shall terminate.
Termination under this Section 3(c) shall be Tenant's sole remedy and
Tenant shall have no other rights or claims hereunder at law or in
equity.
(d) Confirmation of Commencement Date. When a Commencement Date as
provided in Section 3(a)(ii) or (iii) above has been established as a
later or earlier date than the Commencement Date provided in Section
1(e) hereof, Landlord shall confirm the same to Tenant in writing.
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(e) Expiration Date. The Lease shall expire on the date specified in
Section 1(f).
4. RENT: Tenant shall pay Landlord without notice the Rent stated in
Section 1(g) hereof and Additional Rent as provided in Sections 7, 8 and 9 and
nay other additional payments due under this Lease without deduction or offset
in lawful money of the United States in advance on or before the first day of
each month at Landlord's Notice Address set forth in Section 1(j) hereof, or to
such other party or at such other place as Landlord may hereafter from time to
time designate in writing. Rent and Additional Rent for any partial month at
the beginning or end of the Lease term shall be prorated.
5. SECURITY DEPOSIT: As security for the full and faithful performance
of every covenant and condition of this Lease to be performed by Tenant, Tenant
has paid to Landlord the Security Deposit as specified in Section 1(h) hereof,
receipt of which is hereby acknowledged. If Tenant shall default with respect
to any covenant or condition of this Lease, including but not limited to the
payment of Rent, Additional Rent or any other payment due under this Lease,
Landlord may apply all or any part of the Security Deposit to the payment of any
sum in default or any other sum which Landlord may be required to spend or incur
by reason of Tenant's default or any other sum which Landlord may in its
reasonable discretion deem necessary to spend or incur by reason of Tenant's
default. In such event, Tenant shall, within 5 days or written demand therefor
by Landlord, deposit with Landlord the amount so applied. If Tenant shall have
fully complied with all of the covenants and conditions of this Lease, but not
otherwise, the amount of the Security Deposit then held by Landlord shall be
repaid to Tenant (or, at Landlord's option, to the last assignee of Tenant's
interest hereunder) within 30 days after the expiration or sooner termination of
this Lease. In the event of Tenant's default, Landlord's right to retain the
Security Deposit shall be deemed to be in addition to any and all other rights
and remedies at law or in equity available to Landlord for Tenant's default
under this Lease. Landlord shall not be required to keep any Security Deposit
separate from its general funds and Tenant shall not be entitled to any interest
thereon.
6. USES: The Premises are to be used only for general office purposes
("Permitted Uses"), and for no other business or purpose without the prior
written consent of Landlord, which consent may be withheld if Landlord, in its
sole discretion, determines that any proposed use is inconsistent with or
detrimental to the maintenance and operation of the Building as a first-class
office building. No act shall be done in or about the Premises that is
unlawful. Tenant shall not commit any act that will increase the then existing
rate of insurance on the Building without Landlord's consent. Tenant shall
promptly pay upon demand that amount of the
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increase in insurance rates caused by such acts or acts done by Tenant. Tenant
shall not commit or allow to be committed any waste upon the Premises, or any
public or private nuisance or other act which disturbs the quiet enjoyment of
any other tenant in the Building. Tenant shall not, without the written consent
of Landlord, use any apparatus, machinery or device in or about the Premises
which will cause any substantial noise, vibration or fumes. If any of Tenant's
office machines or equipment should disturb the quiet enjoyment of any other
tenant in the Building, then Tenant shall provide adequate insulation, or take
other action as may be necessary to eliminate the disturbance. Tenant shall
comply with all laws relating to its use or occupancy of the Premises and shall
observe such reasonable rules and regulations (not inconsistent with the terms
of this Lease) as may be adopted and made available to Tenant by Landlord from
time to time for the safety, care and cleanliness of the Premises or the
Building, and for the preservation of good order therein.
7. SERVICES AND UTILITIES:
(a) Standard Services. As long as Tenant is not in default under any
of the provisions of this Lease, Landlord shall cause to be
maintained the Premises and the public and common areas of the
Building, such as lobbies, elevators, stairs, corridors and
restrooms, in reasonably good order and condition consistent with
the operation and maintenance of the Building as a first-class
office building in downtown Seattle, except for damage occasioned
by any act or omission of Tenant or Tenant's officers,
contractors, agents, invitees, licensees or employees, the repair
of which damage shall be paid for by Tenant.
From 8:00 a.m. to 6:00 p.m. on weekdays and from 8:00 a.m.
to 1:00 p.m. on Saturday, excluding legal holidays ("Normal
Business Hours"), Landlord shall furnish the Premises with
electricity for lighting and operation of low power usage office
machines, water, heat and air conditioning, and elevator service.
During all other hours, Landlord shall furnish such
services, including elevator service as reasonably required to
provide access to the Premises, except for heat and air
conditioning. If requested by Tenant, Landlord shall furnish heat
and air conditioning at times other than Normal Business Hours
and the cost of such services as established by Landlord shall be
paid by Tenant as Additional Rent payable as provided in Section
4. Landlord shall also provide lamp replacement service
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for Building Standard fluorescent light fixtures, toilet room
supplies, window washing at reasonable intervals, and customary
building janitorial service. No janitorial service shall be
provided Saturdays, Sundays or legal holidays. The costs of any
janitorial or other services provided or caused to be provided by
Landlord to Tenant which are in addition to the services
ordinarily provided Building tenants shall be paid in the manner
provided for payment of Rent in Section 4 of this Lease.
(b) Interruption of Services. Landlord shall not be liable for any
loss, injury or damage to person or property caused by or
resulting from any variation, interruption, or failure of such
services due to any cause whatsoever, or from failure to make any
repairs or perform any maintenance. No temporary interruption or
failure of such services incident to the making of repairs,
alterations, or improvements, or due to accident, strike or
conditions or events beyond Landlord's reasonable control shall
be deemed an eviction of Tenant or relieve Tenant from any of
Tenant's obligations hereunder.
(c) Additional Services. The Building Standard mechanical system is
designed to accommodate heating loads generated by lights and
equipment using up to 2.5 ▇▇▇▇▇ per square foot. Before
installing lights and equipment in the Premises which in the
aggregate exceed such amount, Tenant shall obtain the written
permission of Landlord. Landlord may refuse to grant such
permission unless Tenant shall agree to pay the costs of Landlord
for installation of supplementary air conditioning capacity or
electrical systems as necessitated by such equipment or lights.
In addition, Tenant shall in advance, on the first day of
each month during the Lease term, pay Landlord the reasonable
amount estimated by Landlord as the cost of furnishing
electricity for the operation of such equipment or lights and the
reasonable amount estimated by Landlord as the costs of operation
and maintenance of supplementary air conditioning units as
necessitated by Tenant's use of such equipment or lights. The
Rent stated in Section 1(g) hereof does not include any amount to
cover the cost of furnishing electricity or such additional air
conditioning for such purposes and such costs shall be paid by
Tenant in the manner provided for payment of Rent in Section 4
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of this Lease. Landlord shall be entitled to install and operate
at Tenant's cost a monitoring/metering system in the Premises to
measure the added demands on electricity, heating, ventilation,
and air conditioning systems resulting from such equipment and
lights and from Tenant's after-hours heating, ventilation and air
conditioning service requirements. Tenant shall comply with
Landlord's instructions for the use of drapes, blinds and
thermostats in the Building.
In the event of nonpayment of amounts due from Tenant for
any of the above-described additional services, Landlord shall
have the same rights as it has with respect to the nonpayment of
Rent hereunder.
8. COSTS* OF OPERATIONS AND ENERGY:
(a) Definitions. In addition to the Rent provided in Section 1(g) of
this Lease, Tenant shall pay to Landlord increases under this
Section 8 as "Additional Rent," utilizing the following
definitions:
(i) "Operating Costs" shall include Costs of Energy and Other
Operating Costs.
(1) "Costs of Energy" shall mean all expenses paid or
incurred by Landlord in operation and maintenance of
the Building for electricity, including any
surcharges imposed, gas and similar energy sources.
(2) "Other Operating Costs" shall mean all other
expenses paid or incurred by Landlord for
maintaining, operating and repairing the Building
and the personal property used in conjunction
therewith, including, without limitation, the costs
of refuse collection, water, sewer and other
utilities services (excluding costs included in the
Costs of Energy), supplies, janitorial and cleaning
services,
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* Any charge for additional utilities and services shall be at Landlord's
actual cost plus a charge of twelve-and-a-half percent (12 1/2%) of such cost to
cover administration and overhead.
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window washing, landscape maintenance, services of
independent contractors, compensation (including
employment taxes and fringe benefits) of all persons
who perform duties in connection with the operation,
maintenance and repair of the Building, its
equipment and the Land upon which it is situated,
insurance premiums, licenses, permits and inspection
fees, customary management fees, legal and
accounting expenses and any other expense or change
whether or not hereinabove described which in
accordance with generally accepted accounting and
management practices would be considered an expense
of maintaining, operating or repairing the Building,
excluding:
(A) Costs of any special services rendered to
individual tenants (excluding Tenant) for which
a special charge is made;
(B) Real Property Taxes (as defined in Section 9 of
this Lease); and
(C) Depreciation or amortization of costs required
to be capitalized in accordance with generally
accepted accounting practices (except Other
Operating Costs shall include amortization of
capital improvements made subsequent to the
initial development of the Building which are
designed with a reasonable probability of
improving the operating efficiency of the
Building, provided that such amortization costs
shall not exceed expected savings in operating
costs resulting from such capital
improvements).
(ii) "Lease Year" shall mean the twelve-month period commencing
January 1 and ending December 31.
(iii) "Base Services Year" shall mean the First Lease Year of
Building Operation or the Lease Year in which the
Commencement Date occurs, whichever year is later.
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(iv) "First Lease Year of Building Operation" shall be 1984.
(v) "Actual Costs" shall mean the actual expenses paid or
incurred by Landlord for Operating Costs during any Lease
Year of the term hereof.
(vi) "Actual Costs Allocable to the Premises" shall mean the
Tenant's share of the Actual Costs determined by Tenant's
Percentage of the Building described in Section 1(c).
(vii) "Estimated Costs Allocable to the Premises" shall mean
Landlord's estimate of Actual Costs Allocable to the
Premises for the following Lease Year to be given by
Landlord to Tenant pursuant to Section 8(c) below.
(b) Base Amount. The "Base Amount" for purposes of this Section
shall be the aggregate of:
(i) Actual Costs Allocable to the Premises for the Base
Services Year for Other Operating Costs (excluding Costs of
Energy); and
(ii) With respect to Costs of Energy, an amount determined by
multiplying $452,900 (approximately $0.50 per square foot
of rentable area) by Tenant's Percentage of the Building
described in Section 1(c);
provided, however, that Landlord shall estimate to the extent
required the Actual Costs Allocable to the Premises for purposes
of determining the Base Amount in the statement furnished in
accordance with Section 8(c) below and payments shall be further
adjusted as appropriate at such time as Actual Costs are
determined in accordance with Section 8(d) below.
(c) Additional Rent for Estimated Increases in Costs. Prior to the
commencement of each Lease Year (except that, with respect to the
Base Services Year, Sections 8(c) and (d) shall apply only to the
Costs of Energy and shall exclude Other Operating Costs) during
the term hereof, Landlord shall furnish Tenant a written
statement of the Estimated Costs Allocable to the Premises for
such Lease Year, and a calculation of the Additional Rent as
follows: One-twelfth (1/12) of the amount, if any, by which such
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amount exceeds the Base Amount shall be Additional Rent payable
by Tenant as provided in Section 4 for each month during such
Lease Year. If at any time or times during such Lease Year, it
appears to Landlord that the Actual Costs Allocable to the
Premises will vary from Landlord's estimate by more than five
percent (5%) on an annual basis, Landlord may, by written notice
to Tenant, revise its estimate for such Lease Year and Additional
Rent payments by Tenant for such Lease Year shall be based on
such revised estimate.
(d) Actual Costs. Within 90 days after the close of each Lease Year
during the term hereof, or as soon thereafter as practicable,
Landlord shall deliver to Tenant a written statement setting
forth the Actual Costs Allocable to the Premises during the
preceding Lease Year. If such costs for any Lease Year exceed
Estimated Costs Allocable to the Premises paid by Tenant to
Landlord pursuant to the preceding subsection (c), Tenant shall
pay the amount of such excess to Landlord as added Additional
Rent within 30 days after receipt of such statement by Tenant.
If such statement shows such costs to be less than the amount
paid by Tenant to Landlord pursuant to the preceding subsection
(c), then the amount of such overpayment by Tenant shall be
credited by Landlord to the next immediate Rent payable by
Tenant.
(e) Determinations. The determination of Actual Costs and Estimated
Costs Allocable to the Premises shall be made by Landlord.
(f) Beginning of Term. If this Lease shall commence on a day other
than the first day of a Lease Year, the amount of any adjustment
between Estimated and Actual Costs Allocable to the Premises with
respect to the Lease Year in which such commencement occurs shall
be prorated on the basis which the number of days from the
commencement of this Lease to the end of the Lease Year bears to
365; and any amount payable by Landlord to tenant or Tenant to
Landlord with respect to such adjustment shall be payable within
30 days after delivery by Landlord to Tenant of the statement of
Actual Costs Allocable to the Premises with respect to such Lease
Year.
(g) End of Term. If this Lease shall terminate on a day other than
the last day of a Lease Year, the amount of any adjustment
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between Estimated and Actual Costs Allocable to the Premises with
respect to the Lease Year in which such termination occurs shall
be prorated on the basis which the number of days from the
commencement of such Lease Year to and including such termination
date bears to 365; and any amount payable by Landlord to Tenant
or Tenant to Landlord with respect to such adjustment shall be
payable within 30 days after delivery by Landlord to Tenant of
the statement of Actual Costs Allocable to the Premises with
respect to such Lease Year.
(h) Further Adjustment. In the event the average occupancy level of
the Building for the Base Services Year and/or any subsequent
Lease Year was or is not 90% or more of full occupancy, then the
Actual Costs for such year shall be proportionately adjusted by
Landlord to reflect those costs which would have occurred had the
Building been 90% occupied during such year.
(i) Base Rent. Notwithstanding anything to the contrary in this
Section 8 or in Section 9, the Rent payable by Tenant shall in no
event be less than the Rent specified in Section 1(g) of this
Lease.
(j) Nonpayment of Additional Rent. In the event of nonpayment of the
Additional Rent hereunder, Landlord shall have the same rights
with respect to such nonpayment as it has with respect to any
other nonpayment of Rent hereunder.
9. REAL PROPERTY TAXES:
(a) Definitions. In addition to the Rent provided in Section 1(g) of
this Lease, Tenant shall pay to Landlord increases under this
Section 9. The increases shall be made as provided herein,
utilizing the following definitions:
(i) "Real Property Taxes" shall mean taxes on real property
and personal property, including all tenant improvements
which are paid for by Landlord and not reimbursed by
tenants and taxes on property of tenants of the Building,
which have not been paid by such tenants directly to the
taxing authority; charges and assessments levied with
respect to the Land, the Building, any improvements,
fixtures and equipment, and all other property of
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Landlord, real or personal, used directly in the operation
of the Building and located in or on the Building; and any
taxes levied or assessed in addition to or in lieu of, in
whole or in part, such real property or personal property
taxes, or any other tax upon leasing of the Building or
rents collected, but not including any federal or state
income tax or franchise tax.
(ii) "Lease Year" shall mean the period defined in Section
8(a)(ii) herein.
(iii) "Tenant's Share of Real Property Taxes" shall mean the
amount of Real Property Taxes payable during any Lease
Year by Landlord multiplied by Tenant's Percentage of the
Building described in Section 1(c).
(iv) "Base Tax Amount" shall mean the sum of $913,300
(approximately $1.00 per square foot of rentable area)
multiplied by Tenant's Percentage of the Building.
(b) Additional Rent for Estimated Increase in Tenant's Share of Real
Property Taxes. Prior to the commencement of each Lease Year, or
as soon thereafter as practicable, Landlord shall furnish Tenant
with a written statement setting forth the estimate of Tenant's
Share of Real Property Taxes for such Lease Year. One-twelfth
(1/12) of the amount, if any, by which such estimate exceeds the
Base Tax Amount shall be Additional Rent payable by Tenant as
provided in Section 4 for each month during such Lease Year.
(c) Actual Real Property Taxes. Within 90 days after the close of
each Lease Year, during the term hereof, or as soon thereafter as
practicable, Landlord shall deliver to Tenant a written statement
setting forth the Tenant's Share of Real Property Taxes during
the preceding Lease Year. If Tenant's Share of Real Property
Taxes for any Lease Year exceeds the estimated Tenant's Share of
Real Property Taxes determined as provided in Section 9(b),
Tenant shall pay the amount of such excess to Landlord as added
Additional Rent within 30 days after receipt of such statement by
Tenant. If such statement shows such amount to be less than the
amount paid by Tenant to Landlord pursuant to Section 9(b), then
the amount of such overpayment shall be credited by Landlord to
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the next immediate Rent payable by Tenant, within 30 days
following the date of such statement.
(d) Personal Property Taxes. Tenant shall pay, prior to delinquency,
all Personal Property Taxes payable with respect to all Property
of Tenant located on the Premises or the Building and promptly
upon request of Landlord shall provide written proof of such
payment. As used herein, "Property of Tenant" shall include all
improvements which are paid for by Tenant. "Personal Property
Taxes" shall include all property taxes assessed against the
Property of Tenant, whether assessed as real or personal
property.
(e) Determinations. The determination of Tenant's Share of Real
Property Taxes shall be made by Landlord.
(f) Beginning of Term. If this Lease shall commence on a day other
than the first day of a Lease Year, the amount of any adjustment
between the estimated and actual Tenant's Share of Real Property
Taxes with respect to the Lease Year in which such commencement
occurs shall be prorated on the basis which the number of days
from the commencement of this Lease to the end of the Lease Year
bears to 365; and any amount payable by Landlord to Tenant or
Tenant to Landlord with respect to such adjustment shall be
payable within 30 days after delivery by Landlord to Tenant of
the statement of Tenant's Share of Real Property Taxes with
respect to such Lease Year.
(g) End of Term. If this Lease shall terminate on a day other than
the last day of a Lease Year, the amount of any adjustment
between the estimated and actual Tenant's Share of Real Property
Taxes with respect to the Lease Year in which such termination
occurs shall be prorated on the basis which the number of days
from commencement of such Lease Year to and including such
termination date bears to 365; and any amount payable by Landlord
to Tenant or Tenant to Landlord with respect to such adjustment
shall be payable within 30 days after delivery by Landlord to
Tenant of the statement of Tenant's share of Real Property Taxes
with respect to such Lease Year.
(h) Nonpayment of Additional Rent. In the event of nonpayment of
Additional Rent payable by Tenant hereunder, Landlord shall
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have the same rights with respect to such nonpayment as it has
with respect to any other nonpayment of Rent hereunder.
10. IMPROVEMENTS: Upon expiration or sooner termination of this Lease,
all improvements and additions to the Premises, except Tenant's trade fixtures,
shall be deemed property of Landlord.
11. CARE OF PREMISES: Tenant shall take good care of the Premises.
Tenant shall not make any alterations, additions or improvements ("Alterations")
in or to the Premises, or make changes to locks on doors, or add, disturb or in
any change any plumbing or wiring ("Changes") without first obtaining the
written consent of Landlord and, where appropriate, in accordance with plans and
specifications approved by Landlord. Any such Alterations or Changes shall not
adversely affect either the strength or exterior appearance, or the mechanical,
electrical, or plumbing services of the Building. Tenant shall reimburse
Landlord for any sums expended for examination and approval of the architectural
and mechanical plans and specifications for the Alterations and Changes. Tenant
shall also pay Landlord a sum equal to the direct costs incurred during any
inspection or supervision of the Alterations or Changes. All damage or injury
done to the Premises or Building by Tenant or any persons who may be in or upon
the Premises or Building with the express or implied consent of Tenant,
including but not limited to the cracking or breaking of any glass of windows
and doors, shall be paid for by Tenant and Tenant shall pay for all damage to
the Building caused by acts or omissions of Tenant or Tenant's officers,
contractors, agents, invitees, licensees, or employees. All normal repairs
necessary to maintain the Premises and the Building in a tenantable condition
shall be done by or under the Direction of Landlord and at Landlord's expense
except as otherwise provided herein. Necessary repairs shall be those
reasonably determined by Landlord as necessary to maintain the Premises and the
Building as a first-class office building.
12. ACCEPTANCE OF PREMISES: If this Lease shall be entered into prior to
the completion of construction of the Building or completion of tenant
improvements in the Premises, the acceptance of the Premises by Tenant shall be
deferred until the giving of written notice by Landlord to Tenant of the
completion of such construction. Within five days after Landlord gives such
notice, Tenant shall make such inspection of the Premises as Tenant deems
appropriate, and, except as otherwise specified by Tenant in writing to Landlord
within such period, Tenant shall be deemed to have accepted the Premises in
their then condition. If, as a result of such inspection, Tenant discovers
minor deviations or variations from the plans and specifications for Tenant's
improvements of a nature commonly found on a "punchlist" (as that term is used
in the construction industry), Tenant shall promptly notify Landlord of such
deviations. The existence of such punchlist items shall not
-15-
postpone the Commencement Date of the Lease nor the obligation of Tenant to pay
Rent.
13. SPECIAL IMPROVEMENTS: Tenant shall reimburse Landlord for Landlord's
cost of making all special improvements requested by Tenant, including but not
limited to counters, partitioning, electrical and telephone outlets and plumbing
connections other than as shown in Exhibit B or other attachments hereto as
being furnished by Landlord.
14. ACCESS: Tenant shall permit Landlord and its agents to enter into and
upon the Premises at all reasonable times for the purpose of inspecting the same
or for the purpose of cleaning, repairing, altering or improving the Premises or
the Building. Nothing contained in this Section 14 shall be deemed to impose
any obligation upon Landlord not expressly stated elsewhere in this Lease. When
reasonably necessary Landlord may temporarily close entrances, doors, corridors,
elevators or other facilities without liability to Tenant by reason of such
closure and without such action by Landlord being construed as an eviction of
Tenant or release of Tenant from the duty of observing and performing any of the
provisions of this Lease. Landlord shall have the right to enter the Premises
for the purpose of showing the Premises to prospective tenants within the period
of 180 days prior to the expiration or sooner termination of the Lease term,
provided Landlord gives reasonable verbal notice to Tenant.
15. LIEN FOR RENT: Tenant hereby grants to Landlord a lien and security
interest on all property of Tenant now or hereafter placed in or upon the
Premises, and such property shall be and remain subject to such lien and
security interest of Landlord for payment of all Rent and other sums agreed to
be paid by Tenant herein. Said lien and security interest shall be in addition
to and cumulative of the Landlord's liens provided by law. This Lease shall
constitute a security agreement under the Washington version of the Uniform
Commercial Code ("UCC") so that Landlord shall have and may enforce a security
interest on all property of Tenant now or hereafter placed in or on the
Premises, including, but not limited to, all fixtures, machinery, equipment,
furnishings and other articles of personal property now or hereafter placed in
or upon the Premises by Tenant. Tenant shall execute as debtor such financing
statement or statements as Landlord may now or hereafter reasonably request in
order that such security interest or interests may be protected pursuant to the
UCC. Landlord may at its selection at any time file a copy of this Lease as a
financing statement. Landlord, as secured party, shall be entitled to all of
the rights and remedies afforded a secured party under the UCC. Notwithstanding
anything to the contrary in this Section, Landlord's Lien for Rent shall be
subordinate and inferior to the lien of any purchase money loan for furniture,
fixtures and equipment located on
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the Premises, and Landlord agrees to execute any documents which may be
necessary to further evidence such subordination.
16. DAMAGE OR DESTRUCTION:
(a) Damage and Repair. In case of damage to the Premises or the
Building by fire or other casualty, Tenant shall give immediate
notice to Landlord. If the Building is damaged by fire or any
other cause to such extent that the cost of restoration, as
reasonably estimated by Landlord, will equal or exceed 30% of the
replacement value of the Building (exclusive of foundations) just
prior to the occurrence of the damage, or if insurance proceeds
sufficient for restoration are for any reason unavailable, then
Landlord may no later than the sixtieth (60th) day following the
damage, give Tenant a notice of election to terminate this Lease.
In the event of such an election this Lease shall be deemed to
terminate on the third day after the giving of said notice, and
Tenant shall surrender possession of the Premises within a
reasonable time thereafter, and the Rent and Additional Rent
shall be apportioned as of the date of said surrender and any
Rent paid for any period beyond said date shall be repaid to
Tenant. If the cost of restoration as estimated by Landlord
shall amount to less than 30% of such replacement value of the
Building and insurance proceeds sufficient for restoration are
available, or if despite the cost Landlord does not elect to
terminate this Lease, Landlord shall restore the Building and the
Premises (to the extent of improvements to the Premises
originally provided by Landlord hereunder) with reasonable
promptness, subject to delays beyond Landlord's control and
delays in the making of insurance adjustments by Landlord, and
Tenant shall have no right to terminate this Lease except as
herein provided. To the extent that the Premises are rendered
untenantable, the Rent shall proportionately ▇▇▇▇▇, except in the
event such damage resulted from or was contributed to, directly
or indirectly, by the act, fault or neglect of Tenant, Tenant's
officers, contractors, agents, employees, invitees or licensees,
in which event Rent shall ▇▇▇▇▇ only to the extent Landlord
receives proceeds from Landlord's rental income insurance policy
to compensate Landlord for loss of rent.
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(b) Destruction During Last Year of Term. In case the Building shall
be substantially destroyed by fire or other cause at any time
during the last Lease Year of this Lease, either Landlord or
Tenant may terminate this Lease upon written notice to the other
party hereto given within 60 days of the date of such
destruction.
(c) Business Interruption. No damages, compensation or claim shall
be payable by Landlord for inconvenience, loss of business or
annoyance arising from any repair or restoration of any portion
of the Premises or of the Building. Landlord shall use its best
efforts to effect such repairs promptly.
(d) Tenant Improvements. Landlord will not carry insurance of any
kind on any improvements paid for by Tenant as provided in
Exhibit B or on Tenant's furniture or furnishings 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.
(e) Express Agreement. The provisions of this Section shall be
considered an express agreement governing any case of damage or
destruction of the Building or Premises by fire or other
casualty.
17. WAIVER OF SUBROGATION: Whether the loss or damage is due to the
negligence of either Landlord or Tenant, their agents or employees, or any other
cause, Landlord and Tenant do each hereby release and relieve the other, their
agents or employees, from responsibility for, and waive their entire claim of
recovery for (i) any loss or damage to the real or personal property of either
located anywhere in the Building, including the Building itself, arising out of
or incident to the occurrence of any of the perils which are covered by their
respective fire insurance policies, with extended coverage endorsements, and
(ii) any loss resulting from business interruption at the Premises or loss of
rental income from the Building, arising out of or incident to the occurrence of
any of the perils which may be covered by the business interruption insurance
policy and by the loss of rental income insurance policy held by Landlord or
Tenant. Each party shall use best efforts to cause its insurance carriers to
consent to the foregoing waiver of rights or subrogation against the other
party. Notwithstanding the foregoing, no such release shall be effective unless
the aforesaid insurance policy or policies shall expressly permit such a release
or contain a waiver of the carrier's right to be subrogated.
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18. INDEMNIFICATION: Tenant shall defend and indemnify Landlord and save
it harmless from and against any and all liability, damages, costs or expenses,
including attorneys fees, arising from any act, omission, or negligence of
Tenant or its officers, contractors, licensees, agents, servants, employees,
guests, invitees, or visitors in or about the Building or Premises, or arising
from any injury or damage to any person or property, occurring in or about the
Building or Premises as a result of any act, omission or negligence of Tenant,
or its officers, contractors, licensees, agents, employees, guests or visitors,
or arising from any breach or default under this Lease by Tenant. Tenant shall
at its own expense, keep and maintain in full force and effect during the term
of this Lease, a policy of comprehensive public liability insurance insuring
Tenant's activities with respect to the Premises or the Building against loss,
damage or liability for personal injury or death or loss or damage to property
with a limit of not less than $1,000,000 combined single limit. Insurance
required under this Section shall be with companies rated A-XV or better in
Best's Insurance Guide. 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 the
Commencement Date and from time to time thereafter copies of policies of such
insurance or certificates evidencing the existence and amounts of same with loss
payable clauses satisfactory to Landlord. In no event shall the limits of such
policies be considered as limiting the liability of Tenant under this Lease.
The foregoing provisions shall not be construed to make Tenant responsible for
loss, damage, liability or expense resulting from injuries to third parties
caused by the negligence of Landlord, or its officers, contractors, licensees,
agents, employees, or invitees; provided, that in no event shall Landlord be
liable to Tenant for any damage to the Premises or for any loss, damage or
injury to any property therein or thereon resulting from acts by third parties
or occasioned by bursting, rupture, leakage or overflow of any plumbing or other
pipes (including, without limitation, water, steam and/or refrigerant lines),
sprinkler, tanks, drains, drinking fountains or washstands or other similar
cause in, above, upon or about the Premises or the Building.
Landlord shall not be liable for any loss or damage to person or property
sustained by Tenant or other persons, which may be caused by theft, or by any
act of neglect of any tenant or occupant of the Building or any third parties.
19. ASSIGNMENT AND SUBLETTING:
(a) Assignment or Sublease. Tenant shall not assign, mortgage,
encumber or otherwise transfer this Lease nor sublet the whole or
any part of the Premises without in each case first obtaining
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Landlord's written consent which may be withheld at Landlord's
sole discretion. No such assignment, subletting or other
transfer shall relieve Tenant of any liability under this Lease.
Consent to any such assignment, subletting or other transfer
shall not operate as a waiver of the necessity for consent to any
subsequent assignment, subletting or transfer. If such consent
is requested, Landlord reserves the right to terminate this
Lease, or, if consent is requested for subletting less than the
entire Premises, to terminate this Lease with respect to the
portion for which such consent is requested, at the proposed
effective date of such subletting, in which event Landlord shall
enter into the relationship of landlord and tenant with any such
subtenant or assignee, based on the rent (and/or other
compensation) and the term agreed to by such subtenant or
assignee and otherwise upon the terms and conditions of this
Lease. Each request for an assignment or subletting must be
accompanied by a processing fee of $250 in order to reimburse
Landlord for expenses, including attorneys fees, incurred in
connection with such request.
If Tenant is a corporation, any transfer of this Lease by
merger, consolidation or liquidation, or any change in the
ownership of, or power to vote, a majority of its outstanding
voting stock, shall constitute an assignment for the purpose of
this Section.
If Tenant is a partnership, any transfer of this Lease by
merger, consolidation, liquidation, dissolution, or any change in
the ownership of a majority of the partnership interests shall
constitute an assignment for the purpose of this Section.
Notwithstanding anything to the contrary in the foregoing, Tenant
shall have the right to assign or sublease to related entities,
provided that at least 50% of the general partnership interests
in each related entity are owned by the same people who own at
least 50% of the general partnership interests in Tenant at the
time of execution of this Lease. Landlord has given its consent
to Tenant subleasing to Cable, ▇▇▇▇▇ & ▇▇▇▇▇▇.
(b) Assignee Obligations. As a condition to Landlord's approval, any
potential assignee otherwise approved by Landlord shall assume
all obligations of Tenant under this Lease and shall be jointly
and
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severally liable with Tenant for the payment of Rent and
performance of all terms, covenants and conditions of this Lease.
(c) Sublessee Obligations. Any sublessee shall assume all
obligations of Tenant as to that portion of the Premises which is
subleased to such sublessee and shall be jointly and severally
liable with Tenant for rental and other payments and performance
of all terms, covenants, and conditions of such approved
sublease. In connection with any sublease or assignment, Tenant
shall provide Landlord with copies of all assignments, subleases
and assumption instruments.
(d) Conditional Consents. Any consent by Landlord to any assignment
or subletting may be subject to such terms and conditions as
Landlord shall determine and all such terms and conditions shall
be binding upon any person holding by, under or through Tenant.
20. ADVERTISING: Tenant shall not inscribe any inscription, or post,
place, or in any manner display any sign, graphic, notice, picture, placard or
poster, or any advertising matter whatsoever, anywhere in or about the Premises
or the Building at places visible (either directly or indirectly as an outline
or shadow on a glass pane) from anywhere outside the Premises without first
obtaining Landlord's written consent thereto, such consent to be at Landlord's
sole discretion. Any such consent by Landlord shall be upon the understanding
and condition that Tenant will remove the same at the expiration or sooner
termination of this Lease and Tenant shall repair any damage to the Premises or
the Building caused thereby.
21. LIENS AND INSOLVENCY:
(a) Liens. Tenant shall keep the Premises and the Building free from
any liens arising out of any work performed and materials ordered
or obligations incurred by or on behalf of Tenant and hereby
indemnifies and holds Landlord harmless from any liability from
any such lien, including without limitation, liens arising from
the work performed pursuant to Section V of Exhibit B hereto. In
the event any lien is filed against the Building, the Land or 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, the Land and the Building against all
-21-
liability, costs and expenses, including attorneys fees, which
Landlord may incur as a result thereof. Provided that such bond
has been furnished to Landlord, Tenant, at its sole cost and
expense and after written notice to Landlord, may contest, by
appropriate proceedings conducted in good faith and with due
diligence, any lien, encumbrance or charge against the Premises
arising from work done or materials provided to and for Tenant,
if and only if, such proceedings suspend the collection thereof
from Landlord, Tenant and the Premises and neither the Premises,
the Building nor any part thereof or interest therein is or will
be in any danger of being sold, forfeited or lost.
(b) Insolvency. If Tenant becomes insolvent or voluntarily or
involuntarily bankrupt, or if a receiver, assignee or other
liquidating officer is appointed for the business of Tenant,
Landlord at its option may terminate this Lease and Tenant's
right of possession under this Lease and in no event shall this
Lease or any rights or privileges hereunder be an asset of Tenant
in any bankruptcy, insolvency or reorganization proceeding.
22. DEFAULT:
(a) Cumulative Remedies. All rights and remedies of Landlord herein
enumerated shall be cumulative, and none shall exclude any other
right or remedy allowed by law. In addition to the other
remedies in this Lease provided, Landlord shall be entitled to
restrain by injunction the violation or attempted violation of
any of the covenants, agreements or conditions of this Lease.
(b) Tenant's Right to Cure. Tenant shall have a period of three days
from the date of written notice from Landlord to Tenant within
which to cure any default in the payment of Rent, Additional Rent
and other sums due hereunder. Tenant shall have a period of 10
days from the date of written notice from Landlord to Tenant
within which to cure any other default hereunder; provided,
however, that with respect to any such default which cannot be
cured within 10 days, the default shall not be deemed to be
uncured if Tenant commences to cure within 10 days and for so
long as Tenant is diligently prosecuting the cure thereof.
(c) Vacation and Abandonment. Vacation shall be defined as a
prolonged absence from the Premises. Abandonment shall be
-22-
defined as an absence from the Premises of five days or more
while Tenant is in default. Any vacation or abandonment by
Tenant shall be considered a default with no right to cure,
allowing Landlord to re-enter the Premises under Section 22(d).
(d) Landlord's Re-entry. Upon an uncured default of this Lease by
Tenant, Landlord, besides other rights or remedies it may have,
at its option, may enter the Premises or any part thereof, either
with or without process of law, and expel, remove or put out
Tenant or any other persons who may be thereon, together with all
personal property found therein; and Landlord may terminate this
Lease, or it may from time to time, without terminating this
Lease and as agent of Tenant, relet the Premises or any part
thereof for such term or terms (which may be for a term less than
or extending beyond the term hereof) and at such rental or
rentals and upon such other terms and conditions as Landlord in
its sole discretion may deem advisable, with the right to repair,
renovate, remodel, redecorate, alter and change the Premises,
Tenant remaining liable for any deficiency computed as
hereinafter set forth. In the case of any default, re-entry
and/or dispossession by summary proceedings or otherwise, all
Rent and Additional Rent shall become due thereupon and be paid
up to the time of such re-entry or dispossession, together with
such expenses as Landlord may incur for attorneys fees,
advertising expenses, brokerage fees and/or putting the Premises
in good order or preparing the same for re-rental, together with
interest thereon as provided in Section 38(g) hereof, accruing
from the date of any such expenditure by Landlord.
(e) Re-letting the Premises. At the option of Landlord, rents
received by Landlord from such re-letting shall be applied first
to the payment of any indebtedness from Tenant to Landlord other
than Rent and Additional Rent due hereunder; second, to the
payment of any costs and expenses of such re-letting and
including, but not limited to, attorneys fees, advertising fees
and brokerage fees, and to the payment of any repairs,
renovations, remodeling, redecoration, alterations and changes in
the Premises; third, to the payment of Rent and Additional Rent
due and to become due hereunder, and, if after so applying said
rents there is any deficiency in the Rent or Additional Rent to
be paid by Tenant under this Lease, Tenant shall pay any
deficiency to
-23-
Landlord monthly on the dates specified herein and any payment
made or suits brought to collect the amount of the deficiency for
any month shall not prejudice in any way the right of Landlord to
collect the deficiency for any subsequent month. The failure or
refusal of Landlord to re-let the Premises or any part or parts
thereof shall not release or affect Tenant's liability hereunder,
nor shall Landlord be liable for failure to re-let, or in the
event of re-letting, for failure to collect the rent thereof, and
in no event shall Tenant be entitled to receive any excess of net
rents collected over sums payable by Tenant to Landlord
hereunder. No such re-entry or taking possession of the Premises
shall be construed as an election on Landlord's part to terminate
this Lease unless a written notice of such intention be given to
Tenant. Notwithstanding any such re-letting without termination,
Landlord may at any time thereafter elect to terminate this Lease
for such previous breach and default. Should Landlord at any time
terminate this Lease by reason of any default, in addition to any
other remedy it may have, it may recover from Tenant the amount
of Rent and Additional Rent reserved in this Lease for the
balance of the Term, as it may have been extended, over the then
fair market rental value of the Premises for the same period,
plus all court costs and attorneys fees incurred by Landlord in
the collection of the same.
(f) Waiver of Redemption Rights. Tenant, for itself, and on behalf
of any and all persons claiming through or under it; including
creditors of all kinds, does hereby waive and surrender all right
and privilege which they or any of them might have under or by
reason of any present or future law, to redeem the Premises or to
have a continuance of this Lease for the term hereof, as it may
have been extended, after having been dispossessed or ejected
therefrom by process of law or under the terms of this Lease or
after the termination of this Lease as herein provided.
(g) Nonpayment of Additional Rent. All costs and expenses which
Tenant assumes or agrees to pay to Landlord pursuant to this
Lease shall be deemed Additional Rent and, in the event of
nonpayment thereof, Landlord shall have all the rights and
remedies herein provided for in case of nonpayment of Rent.
-24-
23. PRIORITY: This Lease is technically a sublease in that the Land is
subject to a Ground Lease ("Ground Lease") between First Interstate Bank of
Washington, N.A., as Ground Lessor and the Landlord named herein as Ground
Lessee. This Lease shall not terminate or be terminable by Tenant by reason of
any termination of the Ground Lease by summary proceedings or otherwise. If
requested by the Ground Lessor, Tenant shall enter into a new lease with the
Ground Lessor for the balance of the term of this Lease upon the same terms and
conditions as set forth herein, or shall attorn to the Ground Lessor provided
the Ground Lessor agrees to recognize this Lease as long as Tenant shall not be
in default hereunder beyond the period for curing the same. Tenant hereby
waives the provisions of any statute or rule of law now or hereafter in effect
which may give Tenant any right of election to terminate this Lease or to
surrender possession of the Premises in the event the Ground Lease is
terminated.
This Lease shall be subordinate to any first mortgage or deed of trust now
existing of hereafter placed upon the Land, the Building or the Premises or upon
Landlord's interest under the Ground Lease, created by or at the instance of
Landlord, and to any and all advances to be made thereunder, and to interest
thereon and all modifications, renewals and replacements or extensions thereof
("Landlord's Mortgage"), provided however, that the holder of any Landlord's
Mortgage or any person or persons purchasing or otherwise acquiring the Land,
Building or Premises at any sale or other proceeding under any Landlord's
Mortgage may elect to continue this Lease in full force and effect; and in such
event, Tenant shall attorn to such person or persons. Tenant shall properly
execute, acknowledge and deliver documents which the holder of any Landlord's
Mortgage may require to effectuate the provisions of this section. This Lease
shall not be subordinate to any mortgage or deed of trust now existing or
hereafter placed upon the Land, the Building or the Premises created by or at
the instance of the Ground Lessor (as contrasted with a mortgage or deed of
trust placed at the instance of Landlord and joined in by the Ground Lessor)
without the prior written consent of each of Tenant, Landlord, and the holder of
any Landlord's Mortgage. Tenant's subordination hereunder is conditioned upon
execution and delivery to Tenant of a fully executed Subordination, Non-
Disturbance, and Attornment Agreement in the form customarily used for the
Building with respect to the Premises.
24. SURRENDER OF POSSESSION: Subject to the terms of Section 16 relating
to damage and destruction, upon expiration of the term of this Lease, whether by
lapse of time or otherwise, Tenant shall promptly and peacefully surrender the
Premises to Landlord in as good condition as when received by Tenant from
Landlord or as thereafter improved, reasonable use and wear and tear excepted.
-25-
25. REMOVAL OF PROPERTY: Tenant shall remove all of its moveable property
and trade fixtures which can be removed without damage to the Premises at the
termination of this Lease either by expiration of the term or other cause, and
shall pay Landlord any damages for injury to the Premises or Building resulting
from such removal. If Tenant shall fail to remove any of its property of any
nature whatsoever from the Premises or the Building at the termination of this
Lease or when Landlord has the right of re-entry, Landlord may remove and store
said property without liability for loss thereof or damage thereto, such storage
to be for the account and at the expense of Tenant. If Tenant shall not pay the
cost of storing any such property after it has been stored for a period of 30
days or more, Landlord may, at its option, sell, or permit to be sold, any or
all such property at public or private sale, in such manner and at such times
and places as landlord in its sole discretion may deem proper, without notice to
Tenant, unless notice is required under applicable statutes, and shall apply the
proceeds of such sale: first to the cost and expense of such sale, including
reasonable attorneys fees actually incurred; second, to the payment of the costs
or charges for storing any such property; third, 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, fourth, the balance, if any, to Tenant.
26. NON-WAIVER: Waiver by Landlord of any breach of any term, covenant or
condition herein contained shall not be deemed to be a waiver of such term,
covenant, or condition or of any subsequent breach of the same or any other
term, covenant, or condition herein contained. The subsequent acceptance of
Rent or Additional Rent hereunder by Landlord shall not be deemed to be a waiver
of any preceding breach by Tenant of any term, covenant or condition of this
Lease, other than the failure of Tenant to pay the particular Rent or Additional
Rent so accepted, regardless of Landlord's knowledge of such preceding breach at
the time of acceptance of such Rent or Additional Rent.
27. HOLDOVER: If Tenant shall, with the written consent of Landlord, hold
over after the expiration of the term of this Lease, such tenancy shall be
deemed a month-to-month tenancy, which tenancy may be terminated as provided by
applicable state law. During such tenancy, Tenant agrees to pay to Landlord the
greater of (a) rent based on the then quoted rates for similar space in the
Building and (b) the rent stated herein and to be bound by all of the terms,
covenants and conditions herein specified, so far as applicable.
28. CONDEMNATION:
(a) Entire Taking. If all of the Premises or such portions of the
Building as may be required for the reasonable use of the
Premises, are taken by eminent domain, this Lease shall
-26-
automatically terminate as of the date title vests in the
condemning authority and all Rents, Additional Rents and other
payments shall be paid to that date.
(b) Constructive Taking of Entire Premises. In the event of a taking
of a material part but less than all of the Building, where
Landlord shall reasonably determine that the remaining portions
of the Premises cannot be economically and effectively used by it
(whether on account of physical, economic, aesthetic or other
reasons), Landlord shall forward a written notice to Tenant of
such determination not more than 60 days after the date of
taking. The term of this Lease shall expire upon such date as
Landlord shall specify in such notice but not earlier than 60
days after the date of such notice.
(c) Partial Taking. In case of taking of a part of the Premises, or
a portion of the Building not required for the reasonable use of
the Premises, then this Lease shall continue in full force and
effect and the Rent shall be equitably reduced based on the
proportion by which the floor area of the Premises is reduced,
such Rent reduction to be effective as of the date title to such
portion vests in the condemning authority.
(d) Termination by Landlord. In the event that title to a part of
the Building other than the Premises shall be so condemned or
taken and if, in the opinion of the Landlord, the Building should
be restored in such a way as to alter the Premises materially,
the Landlord may terminate this Lease and the term and estate
hereby granted by notifying the Tenant of such termination within
60 days following the date of vesting of title, and this Lease
and the terms and estate hereby granted shall expire on the date
specified in the notice of termination, not less than 60 days
after the giving of such notice, as fully and completely as if
such date were the date hereinbefore set for the expiration of
the term of this Lease, and the Rent hereunder shall be
apportioned as of such date.
(e) Awards and Damages. Landlord reserves all rights to damage to
the Premises for any partial, constructive, or entire taking by
eminent domain, and Tenant hereby assigns to Landlord any right
Tenant may have to such damages or award, and Tenant shall make
no claim against Landlord or the condemning authority for
-27-
damages for termination of the leasehold interest or interference
with Tenant's business. Tenant shall have the right, however, to
claim and recover from the condemning authority compensation for
any loss to which Tenant may be put for Tenant's moving expenses,
business interruption or taking of Tenant's personal property
(not including Tenant's leasehold interest) provided that such
damages may be claimed only if they are awarded separately in the
eminent domain proceedings and not out of or as part of the
damages recoverable by Landlord.
29. NOTICES: All notices under this Lease shall be in writing and
delivered in person or sent by registered or certified mail, postage prepaid, to
Landlord and to Tenant at the Notice Addresses provided in Section 1(j)
(provided that after the Commencement Date any such notice may be so mailed or
delivered by hand to Tenant at the Premises) and to the holder of any mortgage
or deed of trust at such place as such holder shall specify to Tenant in
writing; or such other addresses as may from time to time be designated by any
such party in writing. Notices mailed as aforesaid shall be deemed given on the
date of such mailing.
30. COSTS AND ATTORNEYS FEES: If Tenant or Landlord shall 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,
Additional Rent or other payments hereunder or possession of the Premises each
party shall, and hereby does, to the extent permitted by law, waive trial by
jury and the losing party shall pay the prevailing party a reasonable sum for
attorneys fees in such suit, at trial and on appeal, and such attorneys fees
shall be deemed to have accrued on the commencement of such action.
31. LANDLORD'S LIABILITY: Anything in this Lease to the contrary
notwithstanding, covenants, undertakings and agreements herein made on the part
of Landlord are made and intended not as personal covenants, undertakings and
agreements for the purpose of binding Landlord personally or the assets of
Landlord except Landlord's interest in the Premises and building, but are made
and intended for the purpose of binding only the Landlord's interest in the
Premises and Building, as the same may from time to time be encumbered. No
personal liability or personal responsibility is assumed by, nor shall at any
time be asserted or enforceable against Landlord or its partners or their
respective heirs, legal representatives, successors, and assigns on account of
the Lease or on account of any covenant, undertaking or agreement of Landlord in
this Lease contained.
32. LANDLORD'S CONSENT: Except as specified in other provisions of this
Lease, whenever Landlord's consent is required under the terms hereof, such
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consent shall not be unreasonably withheld, provided, the withholding of
Landlord's consent due to any mortgagee's refusal to grant its consent, shall
not be deemed unreasonable.
33. 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 stating: The date this Lease was executed and the
date it expires; the date the term commenced and the date Tenant accepted the
Premises; the amount of minimum monthly Rent and the date to which such Rent has
been paid; and certifying: That this Lease is in full force and effect and has
not been assigned, modified, supplemented or amended in any way (or specifying
the date and terms of agreement so affecting this Lease): that this Lease
represents the entire agreement between the parties as to this leasing; that all
conditions under this Lease to be performed by the Landlord have been satisfied,
including, but without limitation, all co-tenancy requirements, if any; that all
required contributions by landlord to Tenant on account of Tenant's improvements
have been received; that on this date there are no existing claims, defenses or
offsets which the Tenant has against the enforcement of this Lease by the
Landlord; that no Rent has been paid more than one month in advance; and that no
security has been deposited with Landlord (or, if so, the amount thereof). It
is intended that any such statement delivered pursuant to this paragraph may be
relied upon by a prospective purchaser of Landlord's interest or assignee of any
mortgage upon Landlord's interest in the Building. If Tenant shall fail to
respond within 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
and that this Lease is in full force and effect, that there are no uncured
defaults in Landlord's performance, that the security deposit is as stated in
the Lease, and that not more than one month's Rent has been paid in advance.
34. TRANSFER OF LANDLORD'S INTEREST: In the event of any transfer or
transfers of Landlord's interest in the Premises or in the Building, other than
a transfer for security purposes only, the transferor shall be automatically
relieved of any and all obligations and liabilities on the part of Landlord
accruing from and after the date of such transfer and Tenant agrees to attorn to
the transferee.
35. RIGHT TO PERFORM: If Tenant shall fail to pay any sum of money, other
than Rent and Additional Rent required to be paid by it hereunder or shall fail
to perform any other act on its part to be performed hereunder, and such failure
shall continue for 10 days after notice thereof by Landlord, Landlord may, but
shall not be obligated so to do, and without waiving or releasing Tenant from
any obligations of
-29-
Tenant, make any such payment or perform any such other act on Tenant's part to
be made or performed as provided in this Lease. Landlord shall have (in addition
to any other right or remedy of Landlord) 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.
36. SUBSTITUTED PREMISES: If the Premises contain an area of 2,000 square
feet or less, Landlord shall have the right at any time prior to the
commencement of construction of Tenant's improvements in the Premises, upon
giving Tenant not less than 30 days' notice in writing, to provide and furnish
tenant with space elsewhere in the Building of approximately the same size as
the Premises and to place Tenant in such space. If Tenant gives Landlord
written notice of its refusal to be placed in such Substituted Premises within
such 30-day period, Landlord shall have the right to forthwith cancel and
terminate this Lease. If Landlord moves Tenant to such new space, this Lease
and each and all of its terms, covenants and conditions shall remain in full
force and effect and be deemed applicable to such new space, and such new space
shall thereafter be deemed to be the "Premises."
37. CORPORATE AUTHORITY: If Tenant is a corporation, each individual
executing this Lease on behalf of Tenant represents and warrants that he is duly
authorized to execute and deliver this Lease on behalf of Tenant, in accordance
with a duly adopted resolution of the Board of Directors of Tenant and in
accordance with the bylaws of Tenant, and that this Lease is binding upon Tenant
in accordance with its terms. Tenant shall, within thirty (30) days after
execution of this Lease, deliver to Landlord a certified copy of a resolution of
the Board of Directors of Tenant authorizing or ratifying the execution of this
Lease.
38. GENERAL:
(a) Headings. Titles to Sections of this Lease are not a part of
this Lease and shall have no effect upon the construction or
interpretation of any part hereof.
(b) Heirs and Assigns. All of the covenants, agreements, terms and
conditions contained in this Lease shall inure to and be binding
upon Landlord and Tenant and their respective heirs, executors,
administrators, successors and assigns.
(c) No Brokers. 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 in respect of the negotiation,
execution or delivery of this Lease and shall indemnify and hold
-30-
harmless Landlord 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. The provisions of this Section 38(c)
shall not apply to brokers with whom Landlord has an express
written broker agreement.
(d) Entire Agreement. This Lease contains all covenants and
agreements between Landlord and Tenant relating in any manner to
the leasing, use and occupancy of the Premises and Tenant's use
of the Building and other matters set forth in this Lease. No
prior agreements or understandings pertaining to the same 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, except for
that certain Subordination, Attornment, and Non-Disturbance
Agreement, in the form customarily used for the Building, with
respect to the Premises.
(e) 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 hereof and the remaining
provisions hereof shall nevertheless remain in full force and
effect.
(f) Open Occupancy. To the extent required by law, this Building
shall be an open occupancy building.
(g) Overdue Payments. Any Rent, Additional Rent or other sums
payable by Tenant to Landlord under this Lease for which payment
is five (5) days late, shall bear interest at a rate equal to
three percent (3%) above the prime rate of interest charged from
time to time by First Interstate Bank of Washington, or its
successor, but not in excess of the highest lawful rate permitted
under applicable laws, calculated from the original due date
thereof to the date of payment.
(h) Force Majeure. Time periods for Landlord's performance under any
provisions of this Lease shall be extended for periods of time
during which the Landlord's performance is prevented due to
circumstances beyond the Landlord's control, including without
-31-
limitation, strikes, embargoes, governmental regulations, acts of
God, war or other strife.
(i) Right to Change Public Spaces. Landlord shall have the right at
any time after the completion of the Building, without thereby
creating an actual or constructive eviction or incurring any
liability to Tenant therefor, to change the arrangement or
location of such of the following as are not contained within the
Premises or any part thereof: entrances, passageways, doors and
doorways, corridors, stairs, toilets and other like public
service portions of the Building. Nevertheless, in no event
shall Landlord diminish any service, change the arrangement or
location of the elevators serving the Premises, make any change
which shall diminish the area of the Premises, make any change
which shall interfere with access to the Premises or change the
character of the Building from that of a first-class office
building.
(j) Governing Law. This Lease shall be governed by and construed in
accordance with the laws of the state of Washington.
(k) Building Directory. Landlord shall maintain in the lobby of
Building a directory board which shall include the name of Tenant
and any other names reasonably requested by Tenant in proportion
to the number of listings given to comparable tenants of the
Building.
IN WITNESS WHEREOF this Lease has been executed the day and year first
above set forth.
LANDLORD: ▇▇▇▇▇▇-▇▇▇▇▇▇▇ SEATTLE, a Washington
general partnership
By: 999 Management Ltd., a Washington
limited partnership, Managing Agent
By: ▇▇▇▇▇▇ Runstad & Company, General
Partner
By H. ▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
H. ▇▇▇ ▇▇▇▇▇▇▇, President and
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Chief Executive Officer
TENANT: CABLE, ▇▇▇▇▇ & ▇▇▇▇▇
By
-------------------------------
▇▇▇▇▇▇ ▇. Cable
By
-------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
By ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-33-
STATE OF WASHINGTON )
) ss:
COUNTY OF SNOHOMISH )
THIS IS TO CERTIFY that on this 14th day of February, 1984, before me, the
undersigned, a notary public in and for the state of Washington, duly
commissioned and sworn, personally appeared H. ▇▇▇ ▇▇▇▇▇▇▇, to me known to be
the President and Chief Executive Officer of ▇▇▇▇▇▇ RUNSTAD & COMPANY, the
general partner of 999 Management Ltd., the partnership that executed the within
and foregoing instrument as managing agent of ▇▇▇▇▇▇-▇▇▇▇▇▇▇ SEATTLE, a general
partnership, and acknowledged the said instrument to be the free and voluntary
act and deed of said general partnership for the uses and purposes therein
mentioned, and on oath stated that he was authorized to execute said instrument.
WITNESS my hand and official seal the day and year in this certificate
first above written.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Notary public in and for the state of
Washington, residing at Everett
TENANT CORPORATE ACKNOWLEDGMENT
STATE OF WASHINGTON )
) ss:
COUNTY OF KING )
THIS IS TO CERTIFY that on this _________ day of ___________, 19____ before
me, the undersigned, a notary public in and for the state of Washington, duly
commissioned and sworn, personally appeared ____________________ and
____________________, to me known to be the ____________________ and
____________________ respectively, of ____________________, the corporation that
executed the within and foregoing instrument, and acknowledged the said
instrument to be the free and voluntary act and deed of said corporation for the
uses and purposes therein mentioned and on oath stated that they were authorized
to execute said instrument, and that the seal affixed is the corporate seal of
said corporation.
-34-
WITNESS my hand and official seal the day and year in this certificate
first above written.
----------------------------------------
Notary public in and for the state of
Washington, residing at______________
TENANT PARTNERSHIP ACKNOWLEDGMENT
STATE OF WASHINGTON )
) ss:
COUNTY OF KING )
THIS IS TO CERTIFY that on this 9th day of November, 1983 before me, the
undersigned, a notary public in and for the state of Washington, duly
commissioned and sworn, personally appeared ▇▇▇▇▇▇ ▇▇▇▇▇ and
____________________, partners, of Cable, ▇▇▇▇▇ & ▇▇▇▇▇, a partnership, to me
known to be the individuals described in and who executed the within and
foregoing instrument, and acknowledged the said instrument to be the free and
voluntary act and deed of said partnership for the uses and purposes therein
mentioned, and on oath stated that they were authorized to execute said
instrument on behalf of said partnership.
WITNESS my hand and official seal the day and year in this certificate
first above written.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
Notary public in and for the state of
Washington, residing at Seattle, Wash.
TENANT INDIVIDUAL ACKNOWLEDGMENT
STATE OF WASHINGTON )
) ss:
COUNTY OF KING )
THIS IS TO CERTIFY that on this _________ day of ___________, 19____ before
me, the undersigned, a notary public in and for the state of Washington, duly
commissioned and sworn, personally appeared __________________________ and
-35-
___________________________________ to me known to be the individuals described
in and who executed the within and foregoing instrument, and acknowledged to me
that _____________ signed the same as ___________ free and voluntary act and
deed for the uses and purposes therein mentioned.
WITNESS my hand and official seal the day and year in this certificate
first above written.
----------------------------------------
Notary public in and for the state of
Washington, residing at _________
-36-
FIRST AMENDMENT
TO LEASE AGREEMENT BETWEEN
▇▇▇▇▇▇-▇▇▇▇▇▇▇ SEATTLE ("LANDLORD")
AND
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ INCORPORATED ("TENANT")
This First Amendment is to that certain Lease Agreement dated November 8,
1983, between ▇▇▇▇▇▇-▇▇▇▇▇▇▇ Seattle, a Washington general partnership, as
Landlord, and Cable, ▇▇▇▇▇ & ▇▇▇▇▇, hereinafter referred to as ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Incorporated, a Washington corporation, as Tenant ("Lease").
As parties hereto, Landlord and Tenant agree to amend the Lease as follows:
9. Tenant's Identity: Hereinafter, Tenant shall be recognized as Cable,
-----------------
▇▇▇▇▇ & ▇▇▇▇▇, doing business as ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Incorporated, a
Washington corporation.
10. Notice Addresses: Section 1(j) shall be amended to read:
----------------
Landlord: ▇▇▇▇▇▇-▇▇▇▇▇▇▇ Seattle
Suite 1010, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Tenant: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Incorporated
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
11. Ratification: Except as herein specifically provided, that Lease and
------------
this First Amendment to Lease are hereby ratified and approved.
12. The intent of this First Amendment is to change Tenant's name to ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ Incorporated.
Dated at Seattle, Washington, this 19th day of December, 1988.
LANDLORD: ▇▇▇▇▇▇-▇▇▇▇▇▇▇ SEATTLE,
a Washington general partnership
By: 999 MANAGEMENT LTD., a Washington
limited partnership
Its Managing Agent
By: ▇▇▇▇▇▇ RUNSTAD ASSOCIATES
LIMITED PARTNERSHIP,
a Washington limited partnership
Its General Partner
By: ▇▇▇▇▇▇ RUNSTAD & COMPANY
a Washington corporation
Its General Partner
By: H. ▇▇▇ ▇▇▇▇▇▇▇
--------------
H. ▇▇▇ ▇▇▇▇▇▇▇
Its President and
Chief Executive Officer
TENANT: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ INCORPORATED
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
----------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇.
Chief Financial Officer
-2-
STATE OF WASHINGTON )
) ss
COUNTY OF KING )
THIS IS TO CERTIFY that on this 24th day of June, 1991, before me, the
undersigned, a notary public in and for the State of Washington, duly
commissioned and sworn, personally appeared H. ▇▇▇ ▇▇▇▇▇▇▇, to me known to be
the President and CEO of ▇▇▇▇▇▇ RUNSTAD & COMPANY, a corporation, to me known to
be the general partner of ▇▇▇▇▇▇ RUNSTAD ASSOCIATES LIMITED PARTNERSHIP, a
limited partnership, to me known to be the general partner of 999 MANAGEMENT
LTD., a limited partnership, to me known to be the managing agent of ▇▇▇▇▇▇-
▇▇▇▇▇▇▇ SEATTLE, a Washington general partnership, the general partnership that
executed the within and foregoing instrument, and acknowledged the said
instrument to be the free and voluntary act and deed of said corporation and
partnerships for the uses and purposes therein mentioned, and an oath stated
that said individual was authorized to execute said instrument.
WITNESS my hand and official seal the day and year in this certificate
first above written.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------
Notary Public in and for the State of
Washington, residing at Seattle
My appointment expires 4/25/95
TENANT CORPORATE ACKNOWLEDGMENT
STATE OF WASHINGTON )
) ss
COUNTY OF KING )
THIS IS TO CERTIFY that on this 16th day of December, 1988, before me, the
undersigned, a notary public in and for the State of Washington, duly
commissioned and sworn personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., to me known
to be the Chief Financial Officer of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Incorporated, the
corporation that executed the within and foregoing instrument, and acknowledged
the said instrument to be the free and voluntary act and deed of said
corporation for the uses and purposes
-3-
therein mentioned, and on oath stated that they were authorized to execute said
instrument, and that the seal affixed is the corporate seal of said corporation.
WITNESS my hand and official seal the day and year in this certificate
first above written.
Lauren ▇▇▇▇▇ ▇▇▇▇
----------------------
Notary Public in and for the State of
Washington, residing at Seattle
My appointment expires May 5, ▇▇▇▇
-▇-
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ TO LEASE AGREEMENT
BETWEEN
▇▇▇▇▇▇-▇▇▇▇▇▇▇ SEATTLE ("LANDLORD")
AND
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ INCORPORATED ("TENANT")
This Second Amendment is to that certain Lease Agreement dated November 8,
1983, as amended by First Amendment to Lease Agreement dated December 19, 1988,
by and between ▇▇▇▇▇▇-▇▇▇▇▇▇▇ Seattle, a Washington general partnership as
Landlord, and Cable, Hose & ▇▇▇▇▇, hereinafter referred to as ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Incorporated, a Washington corporation, as Tenant ("Lease").
As parties hereto, Landlord and Tenant agree to further amend the Lease as
follows:
1. SECTION 1(c) AGREED AREAS, SHALL BE AMENDED TO READ:
Agreed Areas: As used in this Lease, Landlord and Tenant agree to the
following areas and percentage: area of Building: 915,883 net
rentable square feet; area of Tenant's Premises: 21,109 net rentable
square feet on Floor 43; Tenant's Percentage of the Building:
approximately 2.30%.
In the event a portion of the Building is damaged or condemned or any
other event occurs which alters the rentable area of the Premises or
the rentable area of the Building, Landlord may adjust Tenant's
Percentage of the Building to properly reflect the proportion of the
rentable area of the Building (as altered by such event) which is
attributable to the rentable area of the Premises (as altered by such
event).
2. SECTION 1(e) COMMENCEMENT DATE, SHALL BE AMENDED TO READ:
Commencement Date of Initial Term of the Lease: February 3, 1984.
Commencement Date of Lease Extension: February 1, 1994.
3. SECTION 1(f) EXPIRATION DATE, SHALL BE AMENDED TO READ:
Expiration Date: January 31, 1999.
Second Amendment to Lease Agreement
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Incorporated
Page 2
4. SECTION 1(g) RENT, SHALL BE AMENDED TO READ:
RENT. Rent shall be payable monthly on or before the first day of
each month. Rent for each year of the lease term as extended by this
Second Amendment shall be one-twelfth (1/12) of the annual rent
calculated by multiplying the dollar amounts set forth below times the
number of rentable square feet then included within the Premises.
Rent shall be adjusted from time to time as provided in Sections 9 -
10 of the Lease.
Time Period $ per Square Foot per Year
--------------------------- ---------------------------
February 3, 1983 through $27.50
January 31, 1994
February 1, 1994 through $22.00*
February 28, 1995
March 1, 1995 through $22.00
January 31, 1997
February 1, 1997 through $24.00
January 31, 1998
February 1, 1998 through $24.50
December 31, 1998
January 1, 1999 through $24.50*
January 31, 1999
--------------
* Rent Abatement
(1) No Rent shall be due for the following months (the "Free Rent Months,"
collectively): February 1, 1994, through February 28, 1995, and January
1999.
(2) The entire Rent otherwise due and payable for the Free Rent Months shall
become immediately due and payable upon the occurrence of an event of
monetary or other material default by Tenant under this Lease.
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Second Amendment to Lease Agreement
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Incorporated
Page 2
5. SECTION 1(i) PARKING, SHALL BE AMENDED TO READ:
Tenant shall have the right to lease twenty-one (21) parking stalls in
the Building, on an unassigned basis at the prevailing monthly rates
as established by the Landlord's parking operator from time to time.
The leasing of parking stalls by Tenant shall be subject to such rules
and regulations as Landlord, Landlord's parking operator and/or the
City of Seattle may require from time to time.
Landlord will work with Tenant to satisfy its parking needs to the
extent possible given the terms or conditions of the other leases in
the Building. So long as there is a surplus of parking stalls in the
Building garage due to First Interstate Bank not using all of the
parking called for in its lease, Tenant may lease up to forty-seven
(47) parking stalls in the Building garage.
6. SECTION 1(k) EXHIBITS, SHALL BE AMENDED TO READ:
Exhibit A - Floor Plan of Premises
Exhibit B - Tenant Improvements
Exhibit B.1 - Tenant Improvement Plans
Exhibit B.2 - Tenant Improvements Paid by Tenant
Exhibit C - Addendum to Lease
Exhibit D - Tenant Improvements to be Done in 1992 in Conjunction with the
Second Amendment
Exhibit E - Tenant Improvement Budget, dated 07/09/92
7. SECTION 8, COSTS OF OPERATIONS AND ENERGY, SUBSECTION (a) DEFINITIONS,
SUBSECTION (i)(2)(C), SHALL BE AMENDED TO READ:
(C) Depreciation or amortization of costs required to be capitalized
in accordance with generally accepted accounting practices
(except Other Operating Costs shall include amortization of
capital improvements (i) made subsequent to initial development
of the Building which are designed with a reasonable probability
of improving the operating efficiency of the Building, provided
that such amortization shall not exceed the reasonably expected
-3-
Second Amendment to Lease Agreement
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Incorporated
Page 2
savings in operating costs, or (ii) which are reasonably
responsive to requirements imposed with respect to the Building
under any amendment to any applicable building, health, safety,
fire, nondiscrimination, or similar law or regulation ("law"), or
any new law, or any new interpretation of a law).
8. SECTION 8, COSTS OF OPERATIONS AND ENERGY, SUBSECTION (a) DEFINITIONS,
SUBSECTION (iii) "BASE SERVICES YEAR" IS AMENDED TO READ:
(iii) From the Commencement Date of the Lease through January 31,
1994, "Base Services Year" shall mean 1984. As of February 1,
1994, "Base Services Year" shall mean 1994.
9. SECTION 9, REAL PROPERTY TAXES, SUBSECTION (a) DEFINITIONS, SUBSECTION
(iv) "BASE TAX AMOUNT" IS AMENDED TO READ:
(iv) From the Commencement Date of the Lease through January 31,
1994, pass-throughs for increases in Real Property Taxes shall
be based on the "Base Tax Amount" of $913,300 (approximately
$1.00 per square foot of rentable area) multiplied by Tenant's
Percentage of the Building. As of February 1, 1994, pass-
throughs for increases in Real Property Taxes shall be based on
the "Base Tax Amount" as assessed in 1994 multiplied by
Tenant's Percentage of the Building.
10. SECTION 18, INDEMNIFICATION, SHALL BE RE-TITLED "INDEMNIFICATION AND
INSURANCE" AND SHALL BE AMENDED TO READ:
(A) INDEMNIFICATION: Tenant shall indemnify and hold Landlord
harmless from and against liabilities, damages, losses, claims
and expenses, including attorneys fees, arising from any act,
omission, or negligence of Tenant or its officers, contractors,
licensees, agents, employees, clients or customers in or about
the Building or Premises or arising from any injury or damage to
any person or property, occurring in or about the Building or
Premises or arising from any breach or default under this Lease
by Tenant. The foregoing provisions shall not be construed to
make Tenant responsible for loss, damage, liability or expense
resulting from injuries to third parties caused by the negligence
of Landlord, or its officers, contractors, licensees, agents,
employees, clients or customers or other tenants of the Building.
-4-
Second Amendment to Lease Agreement
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Incorporated
Page 2
Landlord shall indemnify and hold Tenant harmless from and
against all liabilities, damages, losses, claims and expenses,
including attorneys fees, arising from any act, omission or
negligence of Landlord or its officers, contractors, licensees,
agents or employees in or about the Building or Premises, or
arising from any injury or damage to any person or property,
occurring in or about the Building or Premises or arising from
any breach or default under this Lease by Landlord. The foregoing
provisions shall not be construed to make Landlord responsible
for loss, damage, liability or expense resulting from injuries to
third parties caused by the negligence of Tenant, or its
officers, contractors, licensees, agents, employees, clients or
customers or other tenants of the Building.
(B) INSURANCE:
(a) Tenant's Insurance. Tenant shall, throughout the term of
------------------
this Lease and any renewal hereof, at its own expense, keep
and maintain in full force and effect, a policy of
commercial general liability insurance, occurrence form,
with the Landlord as an additional insured, including
contractual liability coverage covering Tenant's obligations
under this Section 18, insuring Tenant's activities upon, in
or about the Premises or the Building against claims of
bodily injury or death or property damage or loss with a
limit of not less than One Million Dollars ($1,000,000)
combined single limit per occurrence.
Tenant shall also carry what is commonly referred to as "all
risk" coverage insurance (excluding earthquake and flood) on
Tenant's leasehold improvements in an amount not less than
one hundred percent (100%) of the current replacement value
thereof.
(b) Insurance Policy Requirements. All insurance policies
-----------------------------
required under this Section 18 shall be with companies
reasonably approved by Landlord and each policy shall
provide that it is not subject to cancellation or reduction
in limits except after forty-five (45) days' prior written
notice to Landlord, except after ten (10) days' prior
written notice
-5-
Second Amendment to Lease Agreement
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Incorporated
Page 2
to Landlord in the case of non-payment of
premium. Tenant shall deliver to Landlord upon the
Commencement Date and from time to time thereafter,
certificates evidencing the existence and amounts of all
such policies.
11. SECTION 19, ASSIGNMENT AND SUBLETTING, SHALL BE AMENDED BY THE
ADDITION OF SUBSECTION (e) TO READ:
(e) Notwithstanding the foregoing, in the event of an assignment by
merger, consolidation or liquidation, or any change in the
ownership of, or power to vote, a majority of Tenant's
outstanding voting stock, Landlord shall not unreasonably
withhold or delay its consent to the proposed assignment or
sublease if all of the following conditions are satisfied:
1) The use of the Premises would be a permitted use;
2) The proposed transferee is reputable, of sound financial
condition, and is sufficiently creditworthy to lease directly
from Landlord; and
3) The operations of the proposed assignee or sublessee would be
managed in a manner and by persons whose qualifications and
experience are reasonably acceptable to Landlord.
12. EXHIBIT C, ADDENDUM TO LEASE, ITEM 1, OPTIONS TO EXTEND TERM, IS
EXERCISED BY THIS SECOND AMENDMENT AND SHALL BE HENCEFORTH DELETED.
13. EXHIBIT C, ADDENDUM TO LEASE, ITEM 2, OPTIONS FOR EXPANSION, SHALL BE
HENCEFORTH DELETED (Tenant has passed on both Options One and Two).
14. EXHIBIT C, ADDENDUM TO LEASE, ITEM 3, PARKING, SHALL BE HENCEFORTH
DELETED. See Section 1(i), Parking, in this Second Amendment, above.
15. EXHIBIT C, ADDENDUM TO LEASE, ITEM 5, RIGHT OF FIRST OFFER, SHALL BE
AMENDED TO READ:
From June 1, 1992, through January 31, 1994, when space becomes
available on Floor 42 Landlord shall specify in writing to Tenant the
-6-
Second Amendment to Lease Agreement
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Incorporated
Page 2
exact space, time at which it will become available, and the rental
rate for such space. Tenant shall then respond in writing as to
whether or not Tenant will lease that space on the terms specified in
such letter. If Tenant responds in the negative or if Tenant does not
respond within twenty (20) days after the receipt of such letter,
Landlord may lease the space to another entity provided, however,
before Landlord shall lease the space to another entity at terms which
are substantially more favorable for the lessee than those specified
in the letter referenced above, Landlord shall reoffer the space to
Tenant on those more favorable terms. If Landlord finds it necessary
to reoffer this space to Tenant because of the change in terms, Tenant
shall have only ten (10) days to respond to this new offer.
From February 1, 1994, through January 31, 1999, Tenant shall have a
similar Right of First Offer on Floor 42, which shall be subordinate
to any expansion options and/or rights of first offer of any other
tenant which occupies more than 11,500 net rentable square feet on
Floor 42.
16. EXHIBIT C, ADDENDUM TO LEASE, ITEM 8, BROKERAGE FEE, SHALL BE ADDED TO
READ:
Landlord shall pay a brokerage fee of $3.50 per rentable square foot
for a total payment of $73,881.50 directly to Tenant upon full
execution of this Second Amendment.
17. EXHIBIT D, TENANT IMPROVEMENTS TO BE DONE IN 1992 IN CONJUNCTION WITH
THE SECOND AMENDMENT (THE "WORK LETTER"), AND EXHIBIT E, TENANT
IMPROVEMENT BUDGET, DATED 07/09/92, ATTACHED HERETO, SHALL BE
INSERTED.
18. EFFECTIVE DATE. This Second Amendment shall be effective as of June
1, 1992.
19. RATIFICATION. Except as herein specifically provided, the Lease, this
Second Amendment to the Lease Agreement, and all previous Amendments
to Lease Agreement, are hereby ratified and approved.
20. THE INTENT OF THIS SECOND AMENDMENT IS TO:
a. Revise Tenant's Percentage of Building based on the recalculation
of the rentable area of the Building.
-7-
Second Amendment to Lease Agreement
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Incorporated
Page 2
b. Extend the term of the Lease by 5 years.
c. Revise the rental rate schedule.
d. Revise the number of stalls Tenant may lease.
e. Revise definitions of Other Operating Costs.
f. Revise the Base Services Year as of 1994.
g. Revise the language in the Insurance section to reflect current
insurance coverages available and to name Landlord as an
additional insured.
h. Revise the language in the Assignment section to define the
conditions under which an assignment will be approved by Landlord.
i. Delete the extension option exercised by this Second Amendment.
j. Delete the expansion options.
k. Revise Tenant's Right of First Offer.
l. Acknowledge that Landlord will pay Tenant a brokerage fee in
conjunction with this Second Amendment.
m. Define the tenant improvements Landlord will provide in 1992 in
conjunction with this Second Amendment and the budget therefore.
DATED AT SEATTLE, WASHINGTON THIS 24TH DAY OF AUGUST, 1992.
LANDLORD: ▇▇▇▇▇▇-▇▇▇▇▇▇▇ SEATTLE,
a Washington general partnership
By: 999 MANAGEMENT LTD., a Washington limited partnership
Its Managing Agent
-8-
Second Amendment to Lease Agreement
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Incorporated
Page 2
By: ▇▇▇▇▇▇ RUNSTAD ASSOCIATES LIMITED
PARTNERSHIP,
a Washington limited partnership
Its General Partner
By: ▇▇▇▇▇▇ RUNSTAD & COMPANY
a Washington corporation
Its General Partner
By: H. ▇▇▇ ▇▇▇▇▇▇▇
----------------------
Its President and Chief Executive Officer
TENANT: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ INCORPORATED
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------
Its: Chairman
----------------
(Notary Acknowledgment attached)
-9-
Second Amendment to Lease Agreement
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Incorporated
Page 2
LANDLORD ACKNOWLEDGMENT
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
THIS IS TO CERTIFY that on this 24th day of August, 1992, before me, the
---- ------
undersigned, a notary public in and for the state of Washington, duly
commissioned and sworn, personally appeared H. ▇▇▇ ▇▇▇▇▇▇▇, to me known to be
--------------
the President and CEO of ▇▇▇▇▇▇ RUNSTAD & COMPANY, a corporation, to me known to
-----------------
be the general partner of ▇▇▇▇▇▇ RUNSTAD ASSOCIATES LIMITED PARTNERSHIP, a
limited partnership, to me known to be the general partner of 999 MANAGEMENT
LTD, a limited partnership, to me known to be the managing agent of ▇▇▇▇▇▇-
▇▇▇▇▇▇▇ SEATTLE, a Washington general partnership, the general partnership that
executed the within and foregoing instrument, and acknowledged the said
instrument to be the free and voluntary act and deed of said corporation and
partnerships for the uses and purposes therein mentioned, and on oath stated
that said individual was authorized to execute said instrument.
WITNESS my hand and official seal the day and year in this certificate
first above written.
[signature illegible]
---------------------
Notary Public in and for the state of Washington, residing at
Seattle
-------------------------------------------------------------
My appointment expires 3/29/96
-------
TENANT CORPORATE ACKNOWLEDGMENT
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
THIS IS TO CERTIFY that on this 11th day of July, 1992, before me, the
---- ----
undersigned, a notary public in and for the state of Washington, duly
commissioned and sworn, personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, to me known to be
---------------
the CEO & Chairman of the Board of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ INCORPORATED, the corporation
---------------------------
that executed the within and foregoing instrument, and acknowledged the said
-10-
Second Amendment to Lease Agreement
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Incorporated
Page 2
instrument to be the free and voluntary act and deed of said corporation for the
uses and purposes therein mentioned, and on oath stated that they were
authorized to execute said instrument, and that the seal affixed, if any, is the
corporate seal of said corporation.
WITNESS my hand and official seal the day and year in this certificate
first above written.
▇▇▇▇▇ ▇▇▇ ▇▇▇▇
--------------------------------------
Notary Public in and for the state of
Washington, residing at
Bremerton, Washington
--------------------------------------
My appointment expires: 6-10-96
-------
-11-
THIRD AMENDMENT TO LEASE AGREEMENT
BETWEEN
▇▇▇▇▇▇-▇▇▇▇▇▇▇ SEATTLE ("LANDLORD")
AND
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ INCORPORATED ("TENANT")
This Third Amendment is to that certain Lease Agreement dated November 8,
1983, as amended by First Amendment to Lease Agreement dated December 19, 1988,
and by Second Amendment to Lease Agreement dated August 24, 1992, by and between
▇▇▇▇▇▇-▇▇▇▇▇▇▇ Seattle, a Washington general partnership as Landlord, and ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ Incorporated, a Washington corporation, as Tenant (the "Lease").
As parties hereto, Landlord and Tenant agree to further amend the Lease as
follows:
1. SECTION 1(c) AGREED AREAS, SHALL BE AMENDED TO READ:
Agreed Areas: As used in this Lease, Landlord and Tenant agree to the
following areas and percentage: area of Building: 915,883 net rentable
square feet; area of Tenant's Premises: 21,109 net rentable square feet on
Floor 43 and 2,130 net rentable square feet on Floor 37; Tenant's
Percentage of the Building: approximately 2.30% on Floor 43 and
approximately 0.23% on Floor 37.
In the event a portion of the Building is damaged or condemned or any other
event occurs which alters the rentable area of the Premises or the rentable
area of the Building, Landlord may adjust Tenant's Percentage of the
Building to properly reflect the proportion of the rentable area of the
Building (as altered by such event) which is attributable to the rentable
area of the Premises (as altered by such event).
2. SECTION 1(e) COMMENCEMENT DATE, SHALL BE AMENDED TO READ:
Commencement Date of Initial Term of the Lease: February 3, 1984.
Commencement Date of Lease Extension for Premises on Floor 43: February 1,
1994.
Commencement Date of the Term for the Premises on Floor 37: July 1, 1993,
or the date on which Tenant takes occupancy, whichever date is earlier.
3. SECTION 1(f) EXPIRATION DATE, SHALL BE AMENDED TO READ:
The Expiration Date for the Premises on Floor 43 and on Floor 37 shall be
January 31, 1999.
4. SECTION 1(g) RENT, SHALL BE AMENDED TO READ:
Rent: Rent shall be payable monthly on or before the first day of each
----
month. Rent for each month of the lease term as extended by the Second
Amendment shall be one-twelfth (1/12) of the annual rent calculated by
multiplying the dollar amounts set forth below times the number of rentable
square feet then included within the Premises. Rent shall be adjusted from
time to time as provided in Sections 9 - 10 of the Lease.
A) Floor 43 Premises
Time Period $ per Square Foot on Floor 43 per Year
---------------------------------------- --------------------------------------
February 3, 1983 through January 31, 1994 $27.50
February 1, 1994 through February 28, 1995 $22.00*
March 1, 1995 through January 31, 1997 $22.00
February 1, 1997 through January 31, 1998 $24.00
February 1, 1998 through December 31, 1998 $24.50
January 1, 1999 through January 31, 1999 $24.50*
--------------
* Rent Abatement
(1) No Rent shall be due on the Floor 43 Premises for the following months (the
"Free Rent Months," collectively): February 1, 1994, through February 28,
1995, and January 1999.
(2) The entire Rent otherwise due and payable for the Free Rent Months shall
become immediately due and payable upon the occurrence of an event of
monetary or other material default by Tenant under this Lease.
-2-
B) Floor 37 Premises
Time Period $ per Square Foot on Floor 43 per Year
---------------------------------------- --------------------------------------
July 1, 1993** through January 31, 1999 $18.75
** or the date on which Tenant takes occupancy of the Floor 37 Premises,
whichever date is earlier.
5. SECTION 1(i) PARKING, SHALL BE AMENDED TO READ:
Tenant shall have the right to lease twenty-one (21) parking stalls in the
Building garage on an unassigned basis, and three (3) parking stalls in the
Building garage on an unassigned or executive valet basis, at Landlord's
sole discretion, at the prevailing monthly rates as established by the
Landlord's parking operator from time to time. The leasing of parking
stalls by Tenant shall be subject to such rules and regulations as
Landlord, Landlord's parking operator and/or the City of Seattle may
require from time to time.
Landlord will work with Tenant to satisfy its parking needs to the extent
possible given the terms or conditions of the other leases in the Building.
So long as there is a surplus of parking stalls in the Building garage due
to First Interstate Bank not using all of the parking called for in its
lease, Tenant may lease up to forty-seven (47) parking stalls in the
Building garage.
6. SECTION 1(k) EXHIBITS, SHALL BE AMENDED TO READ:
Exhibit A Floor Plan of Premises, dated 7/1/93
Exhibit B Tenant Improvements
Exhibit B.1 Tenant Improvement Plans
Exhibit B.2 Tenant Improvements Paid by Tenant
Exhibit C Addendum to Lease
Exhibit D Tenant Improvements to be Done in 1992 in
Conjunction with the Second Amendment
Exhibit E Tenant Improvement Budget, dated 07/09/92
Exhibit F Tenant Improvements to be Done in 1993 in
Conjunction with the Third Amendment
7. SECTION 8, COST OF OPERATIONS AND ENERGY, SUBSECTION (a) DEFINITIONS,
SUBSECTION (iii) "BASE SERVICES YEAR" IS AMENDED TO READ:
-3-
(iii) From the Commencement Date of the Lease through January 31, 1994,
"Base Services Year" for the Floor 43 Premises shall mean 1984. As of
February 1, 1994, "Base Services Year" for the Floor 43 Premises
shall mean 1994. The "Base Services Year" for the Floor 37 Premises
shall mean 1993.
8. SECTION 9, REAL PROPERTY TAXES, SUBSECTION (A) DEFINITIONS, SUBSECTION (IV)
"BASE TAX AMOUNT" IS AMENDED TO READ:
(iv) From the Commencement Date of the Lease through January 31, 1994,
pass-throughs for increases in Real Property Taxes shall be based on
the "Base Tax Amount" of $913,300 (approximately $1.00 per square
foot of rentable area) multiplied by Tenant's Percentage of the
Building. As of February 1, 1994, pass-throughs for increases in Real
Property Taxes for the Floor 43 Premises shall be based on the "Base
Tax Amount" as assessed in 1994 multiplied by Tenant's Percentage of
the Building on Floor 43.
Notwithstanding anything in the Lease or this Section 9 to the
contrary, pass-throughs for increases in Real Property Taxes for the
Floor 37 Premises shall be based on the "Base Tax Amount" as assessed
in 1993 multiplied by Tenant's Percentage of the Building on Floor
37.
9. EXHIBIT C, ADDENDUM TO LEASE, ITEM 5, RIGHT OF FIRST OFFER, SHALL BE
AMENDED TO READ:
A) Rights of First Offer on Floor 42
---------------------------------
(i) From June 1, 1992, through January 31, 1994, when space becomes
available on Floor 42, Landlord shall specify in writing to
Tenant the exact space, time at which it will become available,
and the rental rate for such space. Tenant shall then respond in
writing as to whether or not Tenant will lease that space on the
terms specified in such letter. If Tenant responds in the
negative or if Tenant does not respond within twenty (20) days
after the receipt of such letter, Landlord may lease the space to
another entity provided, however, before Landlord shall lease the
space to another entity at terms which are substantially more
favorable for the lessee than those specified in the letter
referenced above, Landlord shall reoffer the space to Tenant on
those more favorable terms. If Landlord finds it necessary to
re-offer this
-4-
space to Tenant because of the change in terms, Tenant shall have
only ten (10) days to respond to this new offer.
(ii) From February 1, 1994, through January 31, 1999, Tenant shall
have a similar Right of First Offer on Floor 42, which shall be
subordinate to any expansion options and/or rights of first offer
of any other tenant which occupies more than 11,500 net rentable
square feet on Floor 42.
B) Rights of First Offer on Floor 42
---------------------------------
(i) From July 1, 1993, through January 31, 1999, Tenant shall have a
Right of First Offer on space contiguous to its Floor 37
Premises. Landlord shall specify in writing to Tenant the exact
space, availability, and the rental rate for such space as
proposed to a third party tenant. Tenant shall then have five
(5) business days to respond in writing to Landlord as to whether
or not Tenant will lease that space on the terms specified in
such letter. If Tenant responds in the negative or if Tenant
does not respond within such five-day period, Landlord may lease
the space to such third party tenant.
10. EXHIBIT C, ADDENDUM TO LEASE, ITEM 9, BROKERAGE FEE IN CONJUNCTION WITH
THIRD AMENDMENT, SHALL BE ADDED TO READ:
Landlord shall pay a brokerage fee of $3.50 per rentable square foot of the
Floor 37 Premises for a total payment of $7,455.00 directly to Tenant upon
full execution of this Third Amendment.
11. EXHIBIT C, ADDENDUM TO LEASE, ITEM 10, TENANT IMPROVEMENTS IN CONJUNCTION
WITH THIRD AMENDMENT, SHALL BE ADDED TO READ:
Landlord shall at its sole cost and expense provide and install the
improvements as shown in the ▇▇▇▇▇▇ ▇▇▇▇▇ space plan dated May 7, 1993, as
shown on Exhibit F, attached hereto, using Building standard finishes.
12. EXHIBIT F, TENANT IMPROVEMENTS TO BE DONE IN 1993 IN CONJUNCTION WITH THE
THIRD AMENDMENT DATED MAY 7, 1993, ATTACHED HERETO, SHALL BE INSERTED.
-5-
13. EFFECTIVE DATE. This Third Amendment shall be effective as of July 1,
1993, or the date on which Tenant takes occupancy of the Floor 37 Premises,
whichever date is earlier.
14. RATIFICATION. Except as herein specifically provided, the Lease, this
Third Amendment to the Lease Agreement, and all previous Amendments to
Lease Agreement, are hereby ratified and approved.
Dated at Seattle, Washington this 1st day of June, 1993.
LANDLORD: ▇▇▇▇▇▇-▇▇▇▇▇▇▇ SEATTLE,
a Washington limited partnership
By: 999 MANAGEMENT LTD.,
A Washington limited partnership
Its Managing Agent
By: ▇▇▇▇▇▇ RUNSTAD ASSOCIATES
LIMITED PARTNERSHIP,
A Washington limited partnership
Its General Partner
By: ▇▇▇▇▇▇ RUNSTAD &
COMPANY
A Washington corporation
Its General Partner
By: /s/ H. ▇▇▇ ▇▇▇▇▇▇▇
----------------------------
H. ▇▇▇ ▇▇▇▇▇▇▇
Its President and Chief Executive
Officer
TENANT: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ INCORPORATED
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-------------------------------
Its CFO
---------------------------
(Notary Acknowledgment attached)
-▇-
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ )
) ss.
COUNTY OF KING )
THIS IS TO CERTIFY that on this 1st day of June, 1993, before me, the
undersigned, a notary public in and for the state of Washington, duly
commissioned and sworn, personally appeared H. ▇▇▇ ▇▇▇▇▇▇▇ to me known to be the
President and CEO of ▇▇▇▇▇▇ RUNSTAD & COMPANY, a corporation, to me known to be
the general partner of ▇▇▇▇▇▇ RUNSTAD ASSOCIATES LIMITED PARTNERSHIP, a limited
partnership, to me known to be the general partner of 999 MANAGEMENT LTD., a
limited partnership, to me known to be the managing agent of ▇▇▇▇▇▇-▇▇▇▇▇▇▇
SEATTLE, a Washington general partnership, the general partnership that executed
the within and foregoing instrument, and acknowledged the said instrument to be
the free and voluntary act and deed of said corporation and partnerships for the
uses and purposes therein mentioned, and on oath stated that said individual was
authorized to execute said instrument.
WITNESS my hand and official seal the day and year in this certificate
first above written.
[signature illegible]
-------------------------------------------
Notary public in and for the state of
Washington, residing at Seattle
My appointment expires: 3/29/96
TENANT CORPORATE ACKNOWLEDGMENT
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
THIS IS TO CERTIFY that on this 17th day of May, 1993, before me, the
undersigned, a notary public in and for the state of Washington, duly
commissioned and sworn, personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. to me known
to be the Chief Financial Officer/Co-Chief Operating Officer of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Incorporated, the corporation that executed the within and foregoing instrument,
and acknowledged the said instrument to be the free and voluntary act and deed
of said corporation for the uses and purposes therein mentioned, and on oath
stated that they were authorized to
-7-
execute said instrument, and that the seal affixed, if any, is the corporate
seal of said corporation.
WITNESS my hand and official seal the day and year in this certificate
first above written.
▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------------
Notary public in and for the state of
Washington, residing at Bremerton, Washington
My appointment expires: ▇-▇▇-▇▇
-▇-
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ TO LEASE AGREEMENT
BETWEEN
▇▇▇▇▇▇-▇▇▇▇▇▇▇ SEATTLE LIMITED PARTNERSHIP ("LANDLORD")
AND
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ INCORPORATED ("TENANT")
This Fourth Amendment is to that certain Lease Agreement dated
November 8, 1983, as amended by First Amendment to Lease Agreement
dated December 19,1988, by Second Amendment to Lease Agreement dated
August 24, 1992, and by Third Amendment to Lease Agreement dated June
1, 1993, by and between ▇▇▇▇▇▇-▇▇▇▇▇▇▇ SEATTLE LIMITED PARTNERSHIP, a
Washington limited partnership, as successor in the Lease to ▇▇▇▇▇▇-
▇▇▇▇▇▇▇ Seattle, a Washington general partnership, as Landlord, and
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ INCORPORATED, a Washington corporation, as successor
in the Lease to Cable, ▇▇▇▇▇ & ▇▇▇▇▇, as Tenant (the "Lease").
As parties hereto, Landlord and Tenant agree to further amend the
Lease as follows:
1. SECTION 1(C) EXPIRATION DATE, SHALL BE AMENDED TO READ:
Agreed Areas: As used in this Lease, Landlord and Tenant agree to the
following areas and percentage: area of Building is deemed to be
915,883 net rentable square feet; area of Tenant's Premises is deemed
to be: 21,109 net rentable square feet on Floor 43 and 3,502 net
rentable square feet on Floor 37; Tenant's Percentage of the Building
is deemed to be: approximately 2.30% on Floor 43 and approximately
0.38% on Floor 37. This reflects the addition of 1,372 net rentable
square feet on Floor 37, identified as the "09/01/95 Expansion Space"
on the attached Exhibit A.
In the event a portion of the Building is damaged or condemned or any
other event occurs which alters the rentable area of the Premises or
the rentable area of the Building, Landlord may adjust Tenant's
Percentage of the Building to properly reflect the proportion of the
rentable area of
the Building (as altered by such event) which is attributable to the
rentable area of the Premises (as altered by such event).
2. SECTION 1(F) EXPIRATION DATE, REMAINS AS ESTABLISHED IN THE THIRD
AMENDMENT, TO READ:
The Expiration Date for the Premises on Floor 43 and on Floor 37 shall
be January 31, 1999.
3. SECTION 1(G) RENT, SHALL BE AMENDED TO READ:
Rent. Rent shall be payable monthly on or before the first day
----
of each month. Rent for each month of the lease term as extended by
the Second Amendment shall be one-twelfth (1/12) of the annual rent
calculated by multiplying the dollar amounts set forth below times the
number of rentable square feet then included within the Premises.
Rent shall be adjusted from time to time as provided in Sections 9 -
10 of the Lease.
A) FLOOR 43 PREMISES
Time Period $ per Square Foot on Floor 43 per Year
----------- --------------------------------------
02/03/84 through 01/31/94 $27.50
02/01/94 through 02/28/95 $22.00*
03/01/95 through 01/31/97 $22.00
02/01/97 through 01/31/98 $24.00
02/01/98 through 12/31/98 $24.50
01/01/99 through 01/31/99 $24.50*
*Rent Abatement
--------------
(1) No Rent shall be due on the Floor 43 Premises for the following months (the
"Free Rent Months," collectively): February 1, 1994, through February 28,
1995, and the month of January 1999.
(2) The entire Rent otherwise due and payable for the Free Rent Months shall
become immediately due and payable upon the occurrence of an event of
monetary or other material default by Tenant under this Lease.
-2-
B) FLOOR 37 PREMISES
Time Period $ per Square Foot on Floor 43 per Year
----------- ---------------------------------------
07/01/93 through 09/14/95 $18.75 on 2,130 RSF
09/15/95/(1)/ through 01/31/99 $18.75 on 2,130 RSF
$24.16 on 1,372 RSF/(2)/
/(1)/or the date on which Tenant takes occupancy of the 09/01/95
Expansion Space on Floor 37, whichever date is earlier.
/(2)/The rate of $24.16 is based on tenant improvement costs of $37.22
per square foot with a base rental rate of $20.00 per square foot. If
tenant improvement costs are lower, the rate will be adjusted accordingly.
-3-
4. SECTION 1(K) EXHIBITS, SHALL BE AMENDED TO READ:
Exhibit A - Floor Plan of Premises, dated 09/01/95 (Fourth Amendment)
Exhibit B - Tenant Improvements (original Lease)
Exhibit B.1 - Tenant Improvement Plans (original Lease)
Exhibit B.2 - Tenant Improvements Paid by Tenant (original Lease)
Exhibit C - Addendum to Lease (revised by Fourth Amendment)
Exhibit D - Tenant Improvements to be Done in 1992 in Conjunction with the
Second Amendment (Second Amendment)
Exhibit E - Tenant Improvement Budget, dated 07/09/92 (Second Amendment)
Exhibit F - Tenant Improvements to be Done in 1993 in Conjunction with the
Third Amendment (Third Amendment)
Exhibit G - Tenant Improvements in Conjunction with Fourth Amendment
(Fourth Amendment)
5. SECTION 6, USES, IS AMENDED TO READ:
The Premises are to be used only for general office purposes
("Permitted Uses"), and for no other business or purpose without the prior
written consent of Landlord, which consent may be withheld if Landlord
determines that any proposed use is inconsistent with or detrimental to the
maintenance and operation of the Building as a first-class office building
in downtown Seattle, Washington or is inconsistent with any restriction on
use of the Premises, the Building or the Land contained in any lease,
mortgage or other agreement or instrument by which the Landlord is bound or
to which any of such property is subject. Tenant shall not commit any act
that will increase the then existing rate of insurance on the Building
without Landlord's consent. Tenant shall promptly pay upon demand the
amount of any increase in insurance rates caused by any act or acts of
Tenant. Tenant shall not commit or allow to be committed any waste upon the
Premises, or any public or private nuisance or other act which disturbs the
quiet enjoyment of any other tenant in the Building or which is unlawful or
which will cause any substantial noise, vibration, smoke or fumes. If
Tenant shall permit
-4-
smoking in the Premises in compliance with any applicable laws or
regulations, Tenant shall be required to install, at Tenant's sole cost,
special tenant improvements designed to alleviate the spread of smoke
outside the Premises, including extending demising walls from structure
to structure and installing a dedicated exhaust system for the Premises.
If Tenant should disturb the quiet enjoyment of any other tenant in the
Building, Tenant shall provide adequate insulation or take other action
as may be necessary to eliminate the disturbance. Tenant shall comply
with all laws relating to its use or occupancy of the Premises and shall
observe such reasonable rules and regulations (not inconsistent with the
terms of this Lease) as may be adopted and made available to Tenant by
Landlord from time to time for the safety, care and cleanliness of the
Premises or the Building, and for the preservation of good order therein.
6. SECTION 8, COSTS OF OPERATIONS AND ENERGY, SUBSECTION (A) DEFINITIONS,
SUBSECTION (III) "BASE SERVICES YEAR" IS AMENDED TO READ:
(iii) From the Commencement Date of the Lease through January 31, 1994, "Base
Services Year" for the Floor 43 Premises shall mean 1984. As of February
1, 1994, "Base Services Year" for the Floor 43 Premises shall mean 1994.
The "Base Services Year" for the Floor 37 Premises shall mean 1996.
7. SECTION 9, REAL PROPERTY TAXES, SUBSECTION (A) DEFINITIONS, SUBSECTION
(IV) "BASE TAX AMOUNT" REMAINS AS ESTABLISHED IN THE THIRD AMENDMENT, TO
READ:
(iv) From the Commencement Date of the Lease through January 31, 1994, pass-
throughs for increases in Real Property Taxes shall be based on the "Base
Tax Amount" of $913,300 (approximately $1.00 per square foot of rentable
area) multiplied by Tenant's Percentage of the Building. As of February
1, 1994, pass-throughs for increases in Real Property Taxes for the Floor
43 Premises shall be based on the "Base Tax Amount" as assessed in 1994
multiplied by Tenant's Percentage of the Building on Floor 43.
Notwithstanding anything in the Lease or this Section 9 to the contrary,
pass-throughs for increases in Real Property Taxes for the Floor 37
Premises shall be based on the "Base Tax Amount" as assessed in 1996
multiplied by Tenant's Percentage of the Building on Floor 37.
-5-
8. EXHIBIT C, ADDENDUM TO LEASE, ITEM 11, TENANT IMPROVEMENTS IN CONJUNCTION
WITH FOURTH AMENDMENT, SHALL BE ADDED TO READ:
Landlord shall at its sole cost and expense provide and install the
improvements as shown in the ▇▇▇▇ ▇▇▇▇ Design space plan dated 06/27/95,
and revised 06/29/96, as shown on Exhibit G, attached hereto, using
Building standard finishes.
9. EXHIBIT G, TENANT IMPROVEMENTS IN CONJUNCTION WITH THE FOURTH AMENDMENT,
▇▇▇▇ ▇▇▇▇ DESIGN SPACE PLAN DATED 06/13/95 AND APPROVED 07/13/95, ATTACHED
HERETO, IS INSERTED.
10. EFFECTIVE DATE. This Fourth Amendment shall be effective the earlier of the
date on which Tenant takes occupancy of the 09/01/95 Expansion Space upon
completion of improvements (estimated to be September 1, 1995).
11. RATIFICATION. Except as herein specifically provided, the Lease this Fourth
Amendment to the Lease Agreement, and all previous Amendments to Lease
Agreement, are hereby ratified and approved.
Dated at Seattle, Washington this 20th day of July, 1995.
TENANT
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ INCORPORATED
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
--------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Its Chief Financial Officer &
Co-Chief Operating Officer
TENANT CORPORATE ACKNOWLEDGMENT
State of Washington )
) ss.
County of King )
-6-
THIS IS TO CERTIFY that on this 20th day of July, 1995, before
me, the undersigned, a notary public in and for the state of
Washington, duly commissioned and sworn, personally appeared ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, ▇▇. to me known to be the Chief Financial Officer & Co-Chief
Operating Officer of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Incorporated, the corporation
that executed the within and foregoing instrument, and acknowledged
the said instrument to be the free and voluntary act and deed of said
corporation for the uses and purposes therein mentioned, and on oath
stated that they were authorized to execute said instrument, and that
the seal affixed, if any, is the corporate seal of said corporation.
WITNESS my hand and official seal the day and year in this
certificate first above written.
Signature ▇▇▇▇▇ ▇. ▇▇▇▇
Printed Name ▇▇▇▇▇ ▇. ▇▇▇▇
Notary public in and for the state of
Washington, residing at Bremerton, WA
My appointment expires: 6-10-96
-7-
LANDLORD: ▇▇▇▇▇▇-▇▇▇▇▇▇▇ SEATTLE LIMITED
PARTNERSHIP,
a Washington limited partnership
By: ▇▇▇▇▇▇ RUNSTAD PROPERTIES, L.P.,
A Delaware limited partnership
By: ▇▇▇▇▇▇ RUNSTAD ASSET
MANAGEMENT L.P.,
A Washington limited partnership
By: WRAM, Inc.
A Washington corporation
By: H. ▇▇▇ ▇▇▇▇▇▇▇
------------------------
H. ▇▇▇ ▇▇▇▇▇▇▇
Its Chairman and
Chief Executive Officer
LANDLORD ACKNOWLEDGMENT
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
THIS IS TO CERTIFY that I know or have satisfactory evidence that
H. ▇▇▇ ▇▇▇▇▇▇▇ is the person who appeared before me, and said person
acknowledged that he signed this instrument, on oath stated that he
was authorized to execute the instrument and acknowledged it as the
Chairman and CEO of WRAM Inc., a corporation, to me known to be the
general partner of ▇▇▇▇▇▇ RUNSTAD ASSET MANAGEMENT L.P., a limited
partnership, to me known to be the general partner of ▇▇▇▇▇▇ RUNSTAD
PROPERTIES L.P., a limited partnership, to me known to be the general
partner of ▇▇▇▇▇▇-▇▇▇▇▇▇▇ SEATTLE LIMITED PARTNERSHIP, the Washington
limited partnership that executed the within and foregoing instrument,
and acknowledged the said instrument to be the free and voluntary act
and deed of said corporation and partnerships for the uses and
purposes therein
-8-
mentioned, and on oath stated that said individual was authorized to
execute said instrument.
-9-
WITNESS my hand and official seal this 2nd day of August, 1995.
Signature ▇▇▇▇▇▇▇ ▇. Perdarms
Printed Name ▇▇▇▇▇▇▇ ▇. Perdarms
Notary public in and for the state of
Washington, residing at Seattle
My appointment expires: 3/29/96
-10-
FIFTH AMENDMENT TO LEASE AGREEMENT
BETWEEN
▇▇▇▇▇▇ RUNSTAD PROPERTIES L.P. ("LANDLORD")
AND
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ INCORPORATED ("TENANT")
This Fifth Amendment is to that certain Lease Agreement dated November 8, 1983,
as amended by First Amendment to Lease Agreement dated December 19, 1988, by
Second Amendment to Lease Agreement dated August 24, 1992, and by Third
Amendment to Lease Agreement dated June 1, 1993, and by Fourth Amendment to
Lease Agreement dated July 20, 1995, by and between ▇▇▇▇▇▇ RUNSTAD PROPERTIES
L.P., a Delaware limited partnership, as successor in the Lease to ▇▇▇▇▇▇-
▇▇▇▇▇▇▇ Seattle Limited Partnership, a Washington general partnership, as
Landlord, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ INCORPORATED, a Washington corporation, as
successor in the Lease to Cable, ▇▇▇▇▇ & ▇▇▇▇▇, as Tenant (the "Lease").
As parties hereto, Landlord and Tenant agree to further amend the Lease as
follows:
1. SECTION 1(F) EXPIRATION DATE IS AMENDED TO READ:
The Expiration Date for the Premises on Floor 43 and Floor 37 is
February 28, 2002.
2. SECTION 1(G) RENT, SHALL BE AMENDED TO READ:
Rent. Rent shall be payable monthly on or before the first day of
----
each month. Rent for each month of the lease term as extended shall be
one-twelfth (1/12) of the annual rent calculated by multiplying the
dollar amounts set forth below times the number of rentable square
feet then included within the Premises. Rent shall be adjusted from
time to time as provided in Section 7-8 of the Lease.
NET RENTABLE BASE $ PER NET RENTABLE
TIME PERIOD FLOOR SQUARE FEET YEAR SQUARE FOOT PER YEAR
----------- ------ ------------ ---- ---------------------
04-01/97-12/31/98 43 21,109 1994 $24.00
37 (I) 2,130 1996 $18.75
37 (II) 1,372 1996 $24.16
01/01/99-01/31/99 43 21,109 1994 -0-*
NET RENTABLE BASE $ PER NET RENTABLE
TIME PERIOD FLOOR SQUARE FEET YEAR SQUARE FOOT PER YEAR
----------- ----- ------------ ---- --------------------
37(I) 2,130 1996 $18.75
37(II) 1,372 1996 $24.16
02/01/99-02/28/02 43 21,109 1997 $25.00
37(I) 2,130 1997 $25.00
37(II) 1,372 1997 $25.00
*Rent Abatement
-----------------------
(1) No Rent shall be due on the Floor 43 Premises for the following
months (the "Free Rent Months," collectively): February 1, 1994,
through February 28, 1995, and the month of January 1999.
(2) The entire Rent otherwise due and payable for the Free Rent Months
shall become immediately due and payable upon the occurrence of an
event of monetary or other material default by Tenant under this Lease
which is not cured within applicable notice and cure periods.
3. SECTION 1(K) EXHIBITS, SHALL BE AMENDED TO READ:
Exhibit A Floor Plan of Premises, dated 09/01/94 (Fourth Amendment)
Exhibit B Tenant Improvements (original Lease)
Exhibit B.1 Tenant Improvement Plans (original Lease)
Exhibit B.2 Tenant Improvements Paid by Tenant (original Lease)
Exhibit B.3 Tenant Improvements in Conjunction with Fifth Amendment (Fifth Amendment)
Exhibit C Addendum to Lease (revised by Fifth Amendment)
Exhibit D Tenant Improvements to be Done in 1992 in Conjunction with the Second Amendment (Second Amendment)
Exhibit E Tenant Improvement Budget, dated 07/09/92 (Second Amendment)
-2-
Exhibit F Tenant Improvements to be Done in 1993 in Conjunction with the Third Amendment (Third Amendment)
Exhibit G Tenant Improvements in Conjunction with Fourth Amendment (Fourth Amendment)
Exhibit H 05/31/97 Expansion Space (Fifth Amendment)
Exhibit I Subordination Agreement (Fifth Amendment)
4. SECTION 8 COSTS OF OPERATIONS AND ENERGY, AND SECTION 9, REAL PROPERTY
TAXES, ARE DELETED AND REPLACED WITH SECTION 8, ENTITLED "COSTS OF
OPERATIONS AND REAL ESTATE TAXES," TO READ AS FOLLOWS:
(A) ADDITIONAL RENT:
Tenant shall pay as Additional Rent its pro rata share of
increases in Taxes and Operating Costs in excess of Taxes and
Operating Costs in the applicable Base Year ("Base Amounts").
Operating Costs shall be adjusted to reflect 100% occupancy in the
Building. Increases in Taxes and in Operating Costs over the
applicable Base Amounts shall be determined and shall be payable
separately under this Section 8.
(B) DEFINITIONS:
(i) For the purposes of this section, "Taxes" shall mean taxes
and assessments (including special district levies) on real and
personal property payable during any calendar year or fiscal year,
based on the actual assessment period, with respect to the Land, the
Building and all property of Landlord, real or personal, used directly
in the operation of the Building and located in or on the Building,
together with any taxes levied or assessed in addition to or in lieu
of any such taxes or any tax upon leasing of the Building or the rents
collected (excluding any net income or franchise tax) ("Taxes").
(ii) For purposes of this Section, "Operating Costs" or "Costs"
shall mean all expenses of Landlord for maintaining, operating and
repairing the Land and Building and the personal property used in
connection therewith, including without limitation insurance premiums,
utilities, customary management fees and other expenses which in
accordance with generally accepted accounting and management
-3-
practices would be considered an expense of maintaining, operating, or
repairing the Building ("Operating Costs" or "Costs"); excluding,
however: (I) Costs of any special services rendered to individual
tenants for which a separate charge is collected (II) leasing
commissions and other leasing expenses; (III) expenses for repairs or
other work reimbursed by insurance; (IV) legal expenses in enforcing
the terms of any lease; (V) principal or interest payments on any
mortgage or rents on any ground lease; and (VI) Costs of improvements
required to be capitalized in accordance with generally accepted
accounting principles, except Operating Costs shall include
amortization of capital improvements (A) made subsequent to initial
development of the Building which are designed with a reasonable
probability of improving the operating efficiency of the Building, or
providing savings in the cost of operating the Building; or (B) which
are reasonably responsive to requirements imposed with respect to the
Building under any amendment to any applicable building, health,
safety, fire, nondiscrimination, or similar law or regulation ("law"),
or any new law, or any new interpretation of an existing law ("new
interpretation"), which amendment, law or new interpretation is
adopted or arose after the Commencement Date of this Lease. For
purposes of this Lease, a new interpretation shall mean any
interpretation, enforcement or application of a law enacted prior to
the Commencement Date that imposes requirements with respect to the
Building that Landlord in the exercise of sound business judgment and
good faith at the time of Landlord's execution of this Lease would not
have deemed applicable to the Building.
(iii) "Year" shall mean the calendar year. Until February 1,
1999, "Base Year" shall mean the calendar year 1994 for that portion
of Tenant's Premises on Floor 43 and the calendar year 1996 for that
portion of Tenant's Premises located on Floor 37. As of February 1,
1999, "Base Year" shall mean the calendar year 1997 for all of
Tenant's Premises. The Base Operating Expenses for the Building for
1994 were $4,395,270. The Base Real Estate Taxes for the Building for
1994 were $1,745,923. The Base Operating Expenses for the Building
for 1996 were $4,568,205. The Base Real Estate Taxes for the Building
for 1996 were $1,633,473.
(C) ESTIMATED COSTS:
-4-
At the beginning of each Year after the Base Year, Landlord shall
furnish Tenant a written statement of estimated Operating Costs and
Taxes for such year; a calculation of the amount, if any, by which
such estimated Operating Costs and Taxes will exceed the relevant Base
Amounts; and a calculation of Tenant's Pro Rata Share with respect to
Floor 43 and Floor 37 of any such amount. Tenant shall pay one-
twelfth (1/12) of that amount as Additional Rent for each month during
the year. If at any time during the year Landlord reasonably believes
that the actual Operating Costs or Taxes will vary from such estimated
Operating Costs or Taxes by more than five percent (5%) on an annual
basis, Landlord may by written notice to Tenant revise the estimate
for such year, and Additional Rent for the balance of such year shall
be paid based upon such revised estimates.
(D) ACTUAL COSTS:
Within ninety (90) days after the end of each Year after the Base
Year or as soon thereafter as practicable, Landlord shall deliver to
Tenant a written statement setting forth Tenant's Pro Rata Share with
respect to Floor 43 and Floor 37 of the actual Operating Costs and
Taxes in excess of the Base Amounts during the preceding year. If the
actual Operating Costs in excess of the Base Amount or actual Taxes in
excess of the Base Amount, or both, exceed the estimates for each paid
by Tenant during the year, Tenant shall pay the amount of such excess
to Landlord as Additional Rent within thirty (30) days after receipt
of such statement. If the actual Operating Costs in excess of the
Base Amount or actual Taxes in excess of the Base Amount, or both, are
less than the amount paid by Tenant to Landlord, then within 30 days
following the date of such statement the amount of such overpayment by
Tenant shall be, at Landlord's option, credited against any amounts
owed by Tenant under this Lease, refunded by check to Tenant, or
credited against the next Rent payable by Tenant hereunder.
Notwithstanding any other provision of this Section 8, Tenant shall
not receive any credit or offset against any other amount payable
under this Lease to the extent either actual Operating Costs or Taxes
are less than the applicable Base Amount.
(E) RECORDS AND ADJUSTMENTS:
Landlord shall keep records showing all expenditures made in
connection with Operating Costs and Taxes, and such records shall be
-5-
available for inspection by Tenant within 120 days after receipt of
the statement of actual costs; Landlord and Tenant agree the results
of any such audit or review shall remain confidential. Tenant hereby
waives any right to any adjustment of sums paid under this Section 8
unless a claim in writing specifying the reasons therefor is delivered
to Landlord no later than twelve (12) months after the end of the year
for which the sums were paid. Operating Costs and Taxes shall be
prorated for any portion of a year at the beginning or end of the term
of this Lease. Notwithstanding this Section 8, the Rent payable by
Tenant shall in no event be less than the Rent specified in Section
1(g) of the Lease.
(F) PERSONAL PROPERTY TAXES:
Tenant shall pay all personal property taxes with respect to
property of Tenant located on the Premises or in the Building.
"Property of Tenant" shall include all improvements which are paid for
by Tenant and "personal property taxes" shall include all property
taxes assessed against the property of Tenant, whether assessed as
real or personal property.
-6-
(G) ADJUSTMENT:
Landlord and Tenant acknowledge that the provisions of this
Section 8 replace former Sections 8 and 9 of the Lease.
5. SECTION 23, PRIORITY, IS AMENDED TO READ:
Tenant agrees that this Lease shall be subordinate to any first
mortgage or deed of trust now existing or hereafter placed upon the
Premises or the Building created by or at the instance of Landlord and
to any and all advances to be made thereunder and to interest thereon
and all renewals, replacements, or extensions thereof ("Landlord's
Mortgage"). Landlord shall use its best efforts to obtain a
subordination agreement substantially in the form attached as Exhibit
I to this Lease customarily used for the Building from the current
Holder of Landlord's Mortgage, Teachers Insurance and Annuity
Association ("TIAA"). Upon demand by Landlord or the holder of any
Landlord's Mortgage ("Holder"), Tenant shall execute and deliver
subordination and attornment agreements in form customarily used for
the Building. Notwithstanding the foregoing, upon demand of such
Holder, such Landlord's Mortgage shall be subordinate to this Lease;
provided, however, that in such event, notwithstanding such
subordination, such Landlord's Mortgage shall be superior to this
Lease with respect to (i) the right, claim and lien of the Landlord's
Mortgage in, to and upon any award or other compensation for any
taking by eminent domain of any part of the Premises or the Building
and the right of disposition thereof in accordance with the provisions
of the Landlord's Mortgage; and upon any proceeds payable under any
policies of fire and rental insurance upon the Premises or the
Building and to the right of disposition thereof in accordance with
the terms of the Landlord's Mortgage; (ii) any lien, right or judgment
which may have arisen at any time under the terms of the Lease; and
(iii) such other matters as may be specifically reserved by the Holder
of such Landlord's Mortgage in writing in connection with such
subordination.
Upon request Tenant shall attorn to the Holder of any Landlord's
Mortgage or any person or persons purchasing or otherwise acquiring
the Land, Building or Premises at any sale or other proceeding under
any Landlord's Mortgage. Tenant shall properly execute, acknowledge
and deliver instruments which the holder of any Landlord's Mortgage
may reasonably require to effectuate the provisions of this Section.
-7-
6. THIS SECTION, HAZARDOUS MATERIALS, IS ADDED TO THE LEASE AS SECTION 39, TO
READ:
(a) Tenant Obligations. Tenant shall not dispose of or otherwise
------------------
allow the release of any hazardous waste or materials in, on or under
the Premises or the Building, or any adjacent property, or in any
improvements placed on the Premises. Tenant represents and warrants
to Landlord that Tenant's intended use of the Premises does not
involve the use, production, disposal or bringing on to the Premises
of any hazardous waste or materials, except only ordinary and general
office supplies typically used in first class downtown office
buildings and only in such quantities or concentrations as allowed
under applicable laws, rules and regulations. As used in this
Section, the term "hazardous waste or materials" includes any
substance, waste or material defined or designated as hazardous, toxic
or dangerous (or any similar term) by any statute, regulation, rule or
ordinance now or hereafter in effect. Tenant shall promptly comply
with all such statutes, regulations, rules and ordinances WITH RESPECT
TO ITS USE OF THE PREMISES, and if Tenant fails to so comply Landlord
may, after reasonable prior notice to Tenant (except in case of
emergency) effect such compliance itself. Tenant shall immediately
reimburse Landlord for all costs incurred in effecting such
compliance.
Tenant agrees to indemnify and hold harmless Landlord against any
and all losses, liabilities, suits, obligations, fines, damages,
judgments, penalties, claims, charges, cleanup costs, remedial
actions, costs and expenses (including, without limitation, consultant
fees, attorneys' fees and disbursements) which may be imposed on,
incurred or paid by, or asserted in connection with (i) any
misrepresentation, breach of warranty or other default by Tenant under
this Section, or (ii) the acts or omissions of Tenant, or any
subtenant or other person for whom Tenant would otherwise be liable,
resulting in the release of any hazardous waste or materials.
(b) Landlord Obligations. Landlord represents to Tenant that, to
--------------------
the best of Landlord's knowledge, no hazardous waste or materials have
been generated, stored or disposed of on the Premises other than in
compliance with all applicable laws. Landlord will hold Tenant
harmless from and indemnify Tenant against and from any actual costs
resulting from any breach of this representation or resulting from the
release of hazardous waste or materials on the Premises or Building by
-8-
Landlord or its employees, agents or contractors. Landlord shall not
be responsible for any hazardous waste or materials resulting from the
acts of other tenants or occupants of the Building or other third
parties, or for consequential damages arising from the presence of any
hazardous wastes or materials on the Premises or in the Building..
7. THIS SECTION, TELECOMMUNICATIONS LINES AND EQUIPMENT, IS ADDED TO THE LEASE
AS SECTION 40, TO READ:
(A) LOCATION OF TENANT'S EQUIPMENT AND LANDLORD CONSENT:
(i) Tenant may install, maintain, replace, and remove communications
or computer wires, cables and related devices (collectively, the "Lines") at the
Building in or serving the Premises, only with Landlord's prior written consent,
which consent shall not be unreasonably withheld or delayed. Tenant is currently
using various lines in the Premises, and Tenant will have ongoing needs during
the Lease term to upgrade, repair, replace and maintain such lines, and Landlord
shall not unreasonably withhold its consent to reasonable requests and needs of
Tenant in connection with the upgrading, repair, replacement and maintenance of
such lines. Tenant shall locate all electronic telecommunications equipment
within the Premises and shall relocate all Tenant's equipment, which is located
within the Building telephone closets or riser spaces, at Tenant's cost, to the
Tenant's Premises. Any request for consent shall contain detailed plans,
drawings and specifications identifying all work to be performed, the time
schedule for completion of the work, the identity of the entity that will
provide service to the Lines and the identity of the entity that will perform
the proposed work (which entity shall be subject to Landlord's reasonable
approval). Landlord shall have a reasonable time (not to exceed 15 days) in
which to evaluate the request after it is submitted by Tenant.
(ii) Without in any way limiting Landlord's right to withhold its
consent, Landlord may consider the following factors, among others, in making
its determination: (A) the experience, qualifications and prior work practice
of the proposed contractor and its ability to provide sufficient insurance
coverage for its work at the Building; (B) whether or not the proposed work will
interfere with the use of any then existing Lines at the Building: (C) whether
or not an acceptable number of spare Lines and space for additional Lines shall
be maintained for existing and future occupants of the Building; (D) a
requirement that Tenant remove existing abandoned Lines located in or servicing
the Premises, as a condition to permitting the installation of new lines; (E)
whether or not Tenant is in default of any of its obligations under this Lease;
(F) whether the proposed work or resulting Lines will impose new obligations on
Landlord, expose Landlord to liability of any nature or description,
-9-
increase Landlord's insurance premiums for the Building, create liabilities for
which Landlord is unable to obtain insurance protection or imperil Landlord's
insurance coverage; (G) whether Tenant's proposed service provider is willing to
pay reasonable monetary compensation for the use and occupation of the Building;
and (H) whether the work or resulting Lines would adversely affect the Land,
Building or any space in the Building in any manner.
(iii) Landlord's approval of, or requirements concerning, the Lines
or any equipment related thereto, the plans, specifications or designs related
thereto, the contractor or subcontractor, or the work performed hereunder, shall
not be deemed a warranty as to the adequacy thereof, and Landlord hereby
disclaims any responsibility or liability for the same. Landlord disclaims all
responsibility for the condition or utility of the intra-building network
cabling ("INC") and makes no representation regarding the suitability of the INC
for Tenant's intended use.
(iv) If Landlord consents to Tenant's proposal, Tenant shall (A) pay
all costs in connection therewith (including all costs related to new Lines);
(B) comply with all requirements and conditions of this Section; (C) use,
maintain and operate the Lines and related equipment in accordance with and
subject to all laws governing the Lines and equipment. Tenant shall further
insure that (I) Tenant's contractor complies with the provisions of this Section
and Landlord's reasonable requirements governing any work performed; (II)
Tenant's contractor provides all insurance reasonably required by Landlord;
(III) any work performed shall comply with all Laws; and (IV) as soon as the
work is completed, Tenant shall submit "as-built" drawings to Landlord.
(v) Landlord reserves the right to require that Tenant remove any
Lines located in or serving the Premises which are installed in violation of
these provisions, or which are at any time in violation of any laws or present a
dangerous (whether such Lines were installed by Tenant or any other party),
within three (3) days after written notice.
(vi) Tenant shall remove any Lines located in or serving the Premises
promptly upon the expiration or sooner termination of this Lease.
(B) LANDLORD'S RIGHTS:
Landlord may (but shall not have the obligation to):
(i) install new Lines at the Building;
(ii) create additional space for Lines at the Building; and
-10-
(iii) direct, monitor and/or supervise the installation,
maintenance, replacement and removal of, the allocation and periodic
re-allocation of available space (if any) for, and the allocation of
excess capacity (if any) on, any Lines now or hereafter installed at
the Building by Landlord, Tenant or any other party (but Landlord
shall have no right to monitor or control the information transmitted
through such Lines).
(C) INDEMNIFICATION:
In addition to any other indemnification obligations under this
Lease, Tenant shall indemnify and hold harmless Landlord and its
employees, agents, officers, and contractors from and against any and
all claims, demands, penalties, fines, liabilities, settlements,
damages, costs or expenses (including reasonable attorneys' fees)
arising out of or in any way related to the acts and omissions of
Tenant, Tenant's officers, directors, employees, agents, contractors,
subcontractors, subtenants, and invitees with respect to: (i) any
Lines or equipment related thereto installed by Tenant or its
contractor and serving Tenant in the Building; (ii) any personal
injury (including wrongful death) or property damage arising out of or
related to any Lines or equipment related thereto installed by Tenant
or its contractor and serving Tenant in the Building; (iii) any
lawsuit brought or threatened, settlement reached, or governmental
order, fine or penalty relating to such Lines or equipment related
thereto; and (iv) any violations or Laws or demands of governmental
authorities, or any reasonable policies or requirement of Landlord,
which are based upon or in any way related to such Lines or equipment.
This indemnification and hold harmless agreement shall survive the
termination of this Lease.
(D) LIMITATION OF LIABILITY:
Except to the extent arising from the negligence or willful
misconduct of Landlord or Landlord's agents or employees, Landlord
shall have no liability for damages arising from, and Landlord does
not warrant that the Tenant's use of any Lines will be free from the
following (collectively called "Line Problems"): (I) any shortages,
failures, variations, interruptions, disconnections, loss or damage
caused by the installation, maintenance, or replacement, use or
removal of Lines by or for other tenants or occupants at the Building,
by any failure of the environmental conditions or the power supply for
the Building to conform to any requirement of the Lines or any
associated equipment,
-11-
or any other problems associated with any Lines by any other cause;
(ii) any failure of any Lines to satisfy Tenant's requirements; or
(iii) any eavesdropping or wire-tapping by unauthorized parties.
Landlord in no event shall be liable for damages by reason of loss of
profits, business interruption or other consequential damage arising
from any Line Problems. Under no circumstances shall any Line Problems
be deemed an actual or constructive eviction of Tenant, render
Landlord liable to Tenant for abatement of Rent, or relieve Tenant
from performance of Tenant's obligations under this Lease.
(E) ELECTROMAGNETIC FIELDS:
If Tenant at any time uses any equipment that may create an
electromagnetic field exceeding the normal insulation ratings of
ordinary twisted pair riser cable or cause radiation higher than
normal background radiation. Landlord reserves the right to require
Tenant to approximately insulate the Lines therefore (including riser
cables) to prevent such excessive electromagnetic fields or radiation.
8. EXHIBIT C, ADDENDUM TO LEASE, IS RE-WRITTEN IN ITS ENTIRETY TO READ:
1. Options to Extend Term (1992) - Exercised by Second Amendment and
-----------------------------
shall be henceforth deleted.
2. Options for Expansion (1992) - Henceforth deleted (Tenant passed on
----------------------------
both Options One and Two effective 1992).
3. Parking - Henceforth deleted.
-------
4. Existing Leases - Henceforth deleted.
---------------
5. Right of First Offer. From May 31, 1997, through the term of its
--------------------
current Lease and any extensions thereof, and subject to the existing
rights of current tenants, Tenant shall have an ongoing Right of First
Offer on all space which becomes available on Floor 37. Landlord
represents and warrants to Tenant that the following is a true and
complete list of all existing rights of current tenants with respect
to renewals or expansion on Floor 37: Fox Mason et al (expansion) and
▇▇▇▇▇ & Li (renewal). Landlord shall specify in writing to Tenant the
exact space, availability, and the proposed rental rate for such
space. Tenant shall then have five (5) business days to respond in
writing to Landlord as to whether or not Tenant will lease that space
on the terms specified in such letter. If
-12-
Tenant responds in the negative or if Tenant does not respond within
such five business-day period, Landlord may lease the space to such
third party tenant without further notice to Tenant; provided,
however, that before Landlord may lease the space to another party at
terms which are substantially more favorable for the lessee than those
specified in the letter referenced above, Landlord shall reoffer the
space to Tenant on those more favorable terms and Tenant shall have
five (5) business days to respond to this new offer.
6. Prepayment of Rent. [Unchanged] Tenant shall have the right to pay
------------------
twelve (12) months of Rent and/or Additional Rent (or an estimated of
Additional Rent if the twelve months extend beyond the then current
calendar year) as specified in the Lease at any time. At the time of
such prepayment, Tenant shall be entitled to discount the total rental
payments, applying a discount rate equal to the prime rate then being
quoted at [SeaFirst National Bank, Seattle Washington].
7. Building Security. [UNCHANGED]. The Building is equipped with a
-----------------
Honeywell card access control system. Each person that should be able
to enter the Building during hours other than Normal Business Hours
shall have his or her own card. By insertion of this card in the
cardreader, it will permit entry to the Building and other areas
within the Building. First, insertion of the card will allow access
to the main building lobby. Second, insertion of the card in the
elevator will allow a tenant to go only to the tenant's own floor.
Third, if the tenant is a monthly ▇▇▇▇▇▇, this card will allow access
to the garage on a 24-hour basis, seven days a week. Insertion of
this card in the cardreader to gain entry to any of these spaces
provides a record at the Building's central computer of who entered
each access point (by card number) and the time of such entry. In
addition, if any of these cars are lost, they can be reported to the
Building's management and the Building's management can invalidate the
lost card and issue a new card with a new number.
[UNCHANGED] Landlord shall maintain security for the Building at a
level at least in accordance with the foregoing description. Should
Landlord determine to reduce the level of security for the Building,
Landlord shall give Tenant at least thirty (30) days prior written
notice during which period Tenant may give or withhold its consent.
Tenant shall not unreasonably withhold consent, provided Landlord
continues to provide a level of security adequate for Tenant's needs.
-13-
Landlord has equipment to monitor the mechanical and elevator systems
throughout the Building.
8. Brokerage Fee [In Conjunction with Second Amendment]: Henceforth
----------------------------------------------------
deleted.
9. Brokerage Fee in Conjunction with Third Amendment: Henceforth
-------------------------------------------------
deleted.
10. Tenant Improvements in Conjunction with Third Amendment. Landlord
-------------------------------------------------------
shall at its sole cost and expense provide and install the
improvements as shown in the ▇▇▇▇▇▇ ▇▇▇▇▇ space plan dated May 7,
1993, as shown on Exhibit F, attached hereto, using Building standard
finishes.
11. Tenant Improvements in Conjunction with Fourth Amendment. Landlord
--------------------------------------------------------
shall at its sole cost and expense provide and install the
improvements as shown in the ▇▇▇▇ ▇▇▇▇ Design space plan dated
06/27/95, and revised 06/29/96, as shown on Exhibit G, attached
hereto, using Building standard finishes.
12. Option to Expand. Until May 31, 1997, Tenant shall have the option to
----------------
lease approximately 3,500 net rentable square feet contiguous to
Tenant's Floor 37 space in the location shown on Exhibit H attached
hereto ("05/31/97 Expansion Space"), coterminous with Tenant's
existing Premises. The rental rate for such expansion shall be $25.00
per net rentable square feet per year, with a Base Year of 1997.
Landlord shall provide Tenant with a tenant improvement allowance of
$50,000 to be used for improvements to the 05/31/97 Expansion Space
(the "05/31/97 Expansion Space Tenant Improvement Allowance").
Landlord shall pay the 05/31/97 Expansion Sheet Tenant Improvement
Allowance to Tenant within ten (10) days after Tenant's presentation
of invoices or other documentation showing that tenant improvement
work has been done. Any work to be done to the Premises shall be done
in accordance with the guidelines similar to those attached as Exhibit
B.3. A commission of $3.50 per net rentable square foot of the
05/31/97 expansion space shall be paid in conjunction with this
expansion upon Tenant's occupancy of the space, payable 80% to Behar
Company and 20% to Tenant. In the event Tenant does not exercise this
option by written notice to Landlord no later than May 31, 1997, this
option shall be of no further force or effect.
-14-
In the event Tenant exercises this option to expand, Tenant shall be
entitled to purchase an additional two (2) permits to park automobiles
in the Building garage on a valet basis at the prevailing monthly
rates, and the rentable area of Tenant's Premises and Pro Rata Share
of the Building as presented in Section 1(c) of the Lease shall be
recalculated by Landlord and amended in this Lease to accurately
reflect the rentable square footage comprising the Premises based on
Final Plans for the Tenant's Floor 37 Premises. Such recalculation
shall be completed no later than thirty (30) days after completion of
Final Plans.
The space subject to such option shall become part of the Premises,
and Rent shall commence, effective the earlier of Tenant's occupancy
for purposes of operating its business or 75 days after Tenant
exercises this option.
14. Real Estate Commission in Conjunction with Fifth Amendment. Landlord
----------------------------------------------------------
shall pay a brokerage fee of $43,069.25 upon complete execution of
this Fifth Amendment, payable 80% to Behar Company and 20% to Tenant.
15. Option to Extend the Term of the Lease. Provided Tenant is not then
--------------------------------------
in default of any term or condition of this Lease beyond applicable
notice and cure periods, and has not assigned this Lease or sublet
seventy-five percent (75%) or more of the Premises, Tenant shall have
two (2) option(s) to extend the term of the Lease for an additional
period of five (5) years each (the "2002 Extended Term" and "2007
Extended Term," respectively) from the Expiration Date specified in
Section 1(f) of this Lease or the preceding Extended Term, as the case
may be. If Tenant exercised its renewal option(s), Landlord and
Tenant shall execute and deliver an amendment(s) to the Lease.
The Extended Terms shall be upon terms and conditions contained in
this Lease except that:
(A) Rent as set forth above shall be at the Fair Market Renewal
Rate, as hereinafter provided;
(B) No further tenant improvements or tenant improvement
allowance, real estate brokerage commission or further
options to extend or expand (as such items are defined
elsewhere in this Lease) shall be provided by Landlord with
respect to the Extended Term(s) of the Lease.
-▇▇-
"▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Rate" shall mean the projected fully-serviced
fair market rental rate at the commencement of the Extended Term(s)
for renewal lease space in the Building or in comparable first-class
office buildings of similar size and stature in downtown Seattle for a
comparable term.
Landlord shall give written notice to Tenant no later than February
28, 2001, of the applicable Fair Market Renewal Rate for the 2002
Extended Term. Tenant shall exercise the extension option by written
notification to Landlord no later than June 1, 2001, or both options
shall expire and be of no further force or effect. In the event Tenant
exercises its option for the 2002 Extended Term, then Landlord shall
give written notice to Tenant no later than February 28, 2006, of the
applicable Fair Market Renewal Rate for the 2007 Extended Term. Tenant
shall exercise the extension option by written notification to
Landlord no later than June 1, 2006, or such option shall expire and
be of no further force or effect.
9. EFFECTIVE DATE. This Fifth Amendment shall be effective upon mutual
execution.
10. RATIFICATION. Except as herein specifically provided, the Lease, this
Fifth Amendment to the Lease Agreement, and all previous Amendments to
Lease Agreement, are hereby ratified and approved.
###
-16-
Dated at Seattle, Washington this 30th day of April, 1997.
TENANT: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ INCORPORATED
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------
Its Asst. Corp. Secretary
---------------------
TENANT CORPORATE ACKNOWLEDGMENT
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
THIS IS TO CERTIFY that on this 30th day of April, 1997, before me, the
undersigned, a notary public in and for the state of Washington, duly
commissioned and sworn, personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ to me know to
be the assistant corporate secretary of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Inc. the corporation
executed the within and foregoing instrument, and acknowledged the said
instrument to be the free and voluntary act and deed of said corporation for the
uses and purposes therein mentioned, and on oath stated that they were
authorized to execute said instrument, and that the seal affixed, if any, is the
corporate seal of said corporation.
WITNESS my hand and official seal the day and year in this certificate
first above written.
Signature ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------
Printed Name ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------
Notary public in and for the state of Washington,
residing at ▇▇▇ ▇▇▇▇▇ ▇▇▇. - ▇▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇
---------------------------------------
98104
-----
My appointment expires: 3/29/2001
---------
-17-
LANDLORD: ▇▇▇▇▇▇ RUNSTAD PROPERTIES L.P.
a Delaware limited partnership
By: ▇▇▇▇▇▇ RUNSTAD ASSET MANAGEMENT
L.P. a Washington limited partnership
Its general partner
By: WRAM, Inc.
a Washington corporation
Its general partner
By: ▇. ▇. ▇▇▇▇▇▇▇
-------------
H. ▇▇▇ ▇▇▇▇▇▇▇
Its Chairman and
------------
Chief Executive Officer
LANDLORD ACKNOWLEDGMENT
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
THIS IS TO CERTIFY that I know or have satisfactory evidence that H. ▇▇▇
▇▇▇▇▇▇▇ is the person who appeared before me, and said person acknowledged that
he signed this instrument, on oath stated that he was authorized to execute the
instrument and acknowledged it as the Chairman and CEO of WRAM, Inc., a
corporation, to me known to be the general partner of ▇▇▇▇▇▇ RUNSTAD ASSET
MANAGEMENT L.P., a limited partnership, to me known to be the general partner of
▇▇▇▇▇▇ RUNSTAD PROPERTIES L.P., the limited partnership that executed the within
and foregoing instrument, and acknowledged the said instrument to be the free
and voluntary act and deed of said corporation and partnerships for the uses and
purposes therein mentioned, and on oath that said individual was authorized to
execute said instrument.
-18-
WITNESS my hand and official seal this 12th day of May, 1997.
Signature ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------
Printed Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------
Notary public in and for the state of Washington,
residing at Seattle
-------
My appointment expires: 3/29/2000
---------
-19-
SIXTH AMENDMENT TO LEASE AGREEMENT
BETWEEN
▇▇▇▇▇▇ RUNSTAD PROPERTIES L.P. ("LANDLORD")
AND
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ INCORPORATED ("TENANT")
This Sixth Amendment is to that certain Lease Agreement dated November 8,
1983, as amended by First Amendment to Lease Agreement dated December 19, 1988,
by Second Amendment to Lease Agreement dated August 24, 1992, and by Third
Amendment to Lease Agreement dated June 1, 1993, and by Fourth Amendment to
Lease Agreement dated July 20, 1995, and by Fifth Amendment to Lease Agreement
dated April 30, 1997 by and between ▇▇▇▇▇▇ RUNSTAD PROPERTIES L.P., a Delaware
limited partnership, as successor in the Lease to ▇▇▇▇▇▇-▇▇▇▇▇▇▇ Seattle Limited
Partnership, a Washington general partnership, as Landlord, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
INCORPORATED, a Washington corporation, as successor in the Lease to Cable,
▇▇▇▇▇ & ▇▇▇▇▇, as Tenant (the "Lease").
As parties hereto, Landlord and Tenant agree to further amend the Lease as
follows:
1. SECTION 1(c) AGREED AREAS, SHALL BE AMENDED TO READ:
Agreed Areas: As of the Effective Date of this Sixth Amendment, and as used
in this Lease, Landlord and Tenant agree to the following areas and
percentage: area of Building is deemed to be 915,883 net rentable square
feet; area of Tenant's Premises is deemed to be 21,109 net rentable square
feet on Floor 43 and approximately 7,082 net rentable square feet on Floor
37; Tenant's Percentage of the Building is deemed to be approximately 2.30%
on Floor 43 and approximately 0.78% on Floor 37. This reflects the
addition of approximately 3,580 net rentable square feet on Floor 37,
identified as the "07/24/97 Expansion Space" on the attached Exhibit A.
These numbers shall be verified by Landlord's architect within 30 days of
completion of Tenant's construction documents for the 07/24/97 Expansion
Space.
In the event a portion of the Building is damaged or condemned or any other
event occurs which alters the rentable area of the Premises or the rentable
area of the Building, Landlord may adjust Tenant's Percentage of the
Building to properly reflect the proportion of the rentable area of the
Building (as altered by such event) which is attributable to the rentable
area of the Premises (as altered by such event).
2. SECTION 1(g) RENT, SHALL BE AMENDED TO READ:
Rent. Rent shall be payable monthly on or before the first day of each
----
month. Rent for each month of the lease term as hereby extended shall be
one-twelfth (1/12) of the annual rent calculated by multiplying the dollar
amounts set forth below times the number of rentable square feet then
included within the Premises. Rent shall be adjusted from time to time as
provided in Section 7-8 of the Lease.
NET RENTABLE BASE $ PER NET RENTABLE
TIME PERIOD FLOOR SQUARE FEET YEAR SQUARE FOOT PER YEAR
----------- ----- ------------ ---- ---------------------
04-01/97-07/23/97** 43 21,109 1994 $24.00
37(I) 2,130 1996 $18.75
37(II) 1,372 1996 $24.16
07/24/97**-12/31/98 43 21,109 1994 $24.00
37(I) 2,130 1996 $18.75
37(II) 1,372 1996 $24.16
37(III) 3,580 1997 $25.00
01/01/99-01/31/99 43 21,109 1994 -0-*
37(I) 2,130 1996 $18.75
37(II) 1,372 1996 $24.16
37(III) 3,580 1997 $25.00
*Rent Abatement
---------------
(1) No Rent is due on the Floor 43 Premises for the following months
(the "Free Rent Months," collectively): February 1, 1994, through February
28, 1995, and the month of January 1999.
(2) The entire Rent otherwise due and payable for the Free Rent Months
shall become immediately due and payable upon the occurrence of an event of
monetary or other material default by Tenant under this Lease which is not
cured within applicable notice and cure periods.
-2-
**The effective date of the Sixth Amendment, and commencement of Rent for
the "07/24/97 Expansion Space," noted in this Section 1(g) as parcel "37
(III)," shall be upon Tenant's occupancy of the space for business
purposes, or July 24, 1997, whichever is the earlier.
3. SECTION 1(i) PARKING, SHALL BE AMENDED TO READ:
Tenant shall have the right to lease twenty-one (21) parking permits in the
Building garage, on an unassigned self-park basis at the prevailing monthly
rates as established by the Landlord or its parking operator from time to
time. In addition, Tenant shall have the right to purchase two (2) parking
permits in the Building garage, on a valet park basis, at the prevailing
monthly rates as established by Landlord or its parking operator from time
to time. The use of parking stalls by Tenant shall be subject to such
rules and regulations as Landlord, Landlord's parking operator and/or the
City of Seattle may require from time to time.
Landlord will work with Tenant to satisfy its parking needs to the extent
possible given the terms or conditions of the other leases in the Building.
So long as there is a surplus of parking stalls in the Building garage due
to First Interstate Bank not using all of the parking called for in its
lease, Tenant may lease up to forty-seven (47) parking stalls in the
Building garage.
4. SECTION 1(k) EXHIBITS, SHALL BE AMENDED TO READ:
Exhibit A - Floor Plan of Premises, dated 07/24/97 (Sixth Amendment)
Exhibit B - Tenant Improvements (original Lease)
Exhibit B.1 - Tenant Improvement Plans (original Lease)
Exhibit B.2 - Tenant Improvements Paid by Tenant (original Lease)
Exhibit B.3 - Tenant Improvements in Conjunction with Fifth Amendment (Fifth Amendment)
Exhibit B.4 - Tenant Improvements in Conjunction with Sixth Amendment (Sixth Amendment)
Exhibit C - Addendum to Lease (revised by Sixth Amendment)
-3-
Exhibit D - Tenant Improvements to be Done in 1992 in Conjunction with the Second Amendment (Second
Amendment)
Exhibit E - Tenant Improvement Budget, dated 07/09/92 (Second Amendment)
Exhibit F - Tenant Improvements to be Done in 1993 in Conjunction with the Third Amendment (Third Amendment)
Exhibit G - Tenant Improvements in Conjunction with Fourth Amendment (Fourth Amendment)
Exhibit H - 05/31/97 Expansion Space (Fifth Amendment; subsequent to the Sixth Amendment this is referred to
as the 07/24/97 Expansion Space)
Exhibit I - Subordination Agreement (Fifth Amendment)
5. SECTION 8, COSTS OF OPERATIONS AND REAL ESTATE TAXES, (b) DEFINITIONS,
(iii) IS AMENDED TO READ:
(iii) "Year" shall mean the calendar year. Until February 1, 1999,
"Base Year" shall mean the calendar year 1996 for Parcel I and Parcel II
that portion of Tenant's Premises located on Floor 47 and the calendar year
1997 for Parcel III of that portion of Tenant's Premises located on Floor
37. As of February 1, 1999, "Base Year" shall mean the calendar year 1997
for all of Tenant's Premises. The Base Operating Expenses for the Building
for 1994 was $4,395,270. The Base Real Estate Taxes for the Building for
1994 was $1,745,923. The Base Operating Expenses for the Building for 1996
was $4,568,205. The Base Real Estate Taxes for the Building for 1996 was
$1,633,473.
6. EXHIBIT C, ADDENDUM TO LEASE, IS RE-WRITTEN IN ITS ENTIRETY TO READ:
1. Options to Extend Term (1992) - [Unchanged] Henceforth deleted
-----------------------------
(Exercised by Second Amendment)
2. Options for Expansion (1992) - [Unchanged] Henceforth deleted (Tenant
----------------------------
passed on both Options One and Two effective 1992).
3. Parking - [Unchanged] Henceforth deleted.
-------
-4-
4. Existing Leases - [Unchanged] Henceforth deleted.
---------------
5. Right of First Offer. [Unchanged] From May 31, 1997, through the
--------------------
term of its current Lease and any extensions thereof, and subject to
the existing rights of current tenants, Tenant shall have an ongoing
Right of First Offer on all space which becomes available on Floor 37.
Landlord represents and warrants to Tenant that the following is a
true and complete list of all existing rights of current tenants with
respect to renewals or expansion on Floor 37: Fox Mason et al
(expansion) and ▇▇▇▇▇ & Li (renewal). Landlord shall specify in
writing to Tenant the exact space, availability, and the proposed
rental rate for such space. Tenant shall then have five (5) business
days to respond in writing to Landlord as to whether or not Tenant
will lease that space on the terms specified in such letter. If
Tenant responds in the negative or if Tenant does not respond within
such five business-day period, Landlord may lease the space to such
third party tenant without further notice to Tenant; provided,
however, that before Landlord may lease the space to another party at
terms which are substantially more favorable for the lessee than those
specified in the letter referenced above, Landlord shall reoffer the
space to Tenant on those more favorable terms and Tenant shall have
five (5) business days to respond to this new offer.
6. Prepayment of Rent. [Unchanged] Tenant shall have the right to
------------------
pay twelve (12) months of Rent and/or Additional Rent (or an estimated
of Additional Rent if the twelve months extend beyond the then current
calendar year) as specified in the Lease at any time. At the time of
such prepayment, Tenant shall be entitled to discount the total rental
payments, applying a discount rate equal to the prime rate then being
quoted at [Seafirst National Bank, Seattle Washington].
7. Building Security. [Unchanged] The Building is equipped with a
-----------------
Honeywell card access control system. Each person that should be able
to enter the Building during hours other than Normal Business Hours
shall have his or her own card. By insertion of this card in the
cardreader, it will permit entry to the Building
-5-
and other areas within the Building. First, insertion of the card will
allow access to the main building lobby. Second, insertion of the card
in the elevator will allow a tenant to go only to the tenant's own
floor. Third, if the tenant is a monthly ▇▇▇▇▇▇, this card will allow
access to the garage on a 24-hour basis, seven days a week. Insertion
of this card in the cardreader to gain entry to any of these spaces
provides a record at the Building's central computer of who entered
each access point (by card number) and the time of such entry. In
addition, if any of these cars are lost, they can be reported to the
Building's management and the Building's management can invalidate the
lost card and issue a new card with a new number.
Landlord shall maintain security for the Building at a level at least
in accordance with the foregoing description. Should Landlord
determine to reduce the level of security for the Building, Landlord
shall give Tenant at least thirty (30) days prior written notice
during which period Tenant may give or withhold its consent. Tenant
shall not unreasonably withhold consent, provided Landlord continues
to provide a level of security adequate for Tenant's needs.
In addition, Landlord has equipment to monitor the mechanical and
elevator systems throughout the Building.
8. Brokerage Fee [In Conjunction with Second Amendment]:
----------------------------------------------------
[Unchanged] Henceforth deleted.
9. Brokerage Fee in Conjunction with Third Amendment: [Unchanged]
-------------------------------------------------
Henceforth deleted.
10. Tenant Improvements in Conjunction with Third Amendment.
-------------------------------------------------------
[Unchanged] Landlord [has] at its sole cost and expense provide and
install[ed] the improvements as shown in the ▇▇▇▇▇▇ ▇▇▇▇▇ space plan
dated May 7, 1993, as shown on Exhibit F, attached hereto, using
Building standard finishes.
11. Tenant Improvements in Conjunction with Fourth Amendment.
--------------------------------------------------------
[Unchanged] Landlord [has] at its sole cost and expense provide[d] and
install[ed] the improvements as shown in the ▇▇▇▇ ▇▇▇▇ Design space
plan dated 06/27/95, and revised 06/29/96,
-6-
as shown on Exhibit G, attached hereto, using Building standard
finishes.
12. Option to Expand. [Exercised by means of Sixth Amendment and
----------------
henceforth deleted.]
13. [Intentionally left blank]
14. Real Estate Commission in Conjunction with Fifth Amendment.
----------------------------------------------------------
[Unchanged]. Landlord [has paid] a brokerage fee of $43,069.25
upon complete execution of [the] Fifth Amendment, payable 80% to
Behar Company and 20% to Tenant.
15. Option to Extend the Term of the Lease. [Unchanged]. Provided
--------------------------------------
Tenant is not then in default of any term or condition of this Lease
beyond applicable notice and cure periods, and has not assigned this
Lease or sublet seventy-five percent (75%) or more of the Premises,
Tenant shall have two (2) option(s) to extend the term of the Lease
for an additional period of five (5) years each (the "2002 Extended
Term" and "2007 Extended Term," respectively) from the Expiration Date
specified in Section 1(f) of this Lease or the preceding Extended
Term, as the case may be. If Tenant exercises its renewal option(s),
Landlord and Tenant shall execute and deliver an amendment(s) to the
Lease.
The Extended Terms shall be upon terms and conditions contained in
this Lease except that:
(A) Rent as set forth above shall be at the Fair Market Renewal Rate,
as hereinafter provided;
(B) No further tenant improvements or tenant improvement allowance,
real estate brokerage commission or further options to extend or
expand (as such items are defined elsewhere in this Lease) shall
be provided by Landlord with respect to the Extended Term(s) of
the Lease.
"Fair Market Renewal Rate" shall mean the projected fully-
serviced fair market rental rate at the commencement of the
Extended Term(s) for renewal lease space in the Building or in
comparable first-class office buildings of similar size and
stature in downtown Seattle for a comparable term.
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Landlord shall give written notice to Tenant no later than
February 28, 2001, of the applicable Fair Market Renewal Rate for
the 2002 Extended Term. Tenant shall exercise the extension
option by written notification to Landlord no later than June 1,
2001, or both options shall expire and be of no further force or
effect. In the event Tenant exercises its option for the 2002
Extended Term, then Landlord shall give written notice to Tenant
no later than February 28, 2006, of the applicable Fair Market
Renewal Rate for the 2007 Extended Term. Tenant shall exercise
the extension option by written notification to Landlord no later
than June 1, 2006, or such option shall expire and be of no
further force or effect.
16. Real Estate Commission in Conjunction with Sixth Amendment.
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[New] Landlord shall pay a brokerage fee of $12,530.00 (based on
the addition of 3,580 net rentable square feet by means of the
Sixth Amendment) upon Tenant's occupancy of the 07/24/97
Expansion Space, payable 80% to Behar Company and 20% to Tenant.
7. EFFECTIVE DATE. This Sixth Amendment shall be effective the earlier
of Tenant's occupancy of the "07/24/97 Expansion Space" for business
purposes or July 24, 1997.
8. RATIFICATION. Except as herein specifically provided, the Lease, this
Sixth Amendment to the Lease Agreement, and all previous Amendments to
Lease Agreement, are hereby ratified and approved.
DATED AT SEATTLE, WASHINGTON, THIS __6___ DAY OF ___JUNE_______, 1997.
- ----
TENANT: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
INCORPORATED
By:[signature illegible]__________
---------------------
Its:_COO_____________________
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TENANT CORPORATE
ACKNOWLEDGMENT
STATE OF WASHINGTON )
)ss.
COUNTY OF KING )
THIS IS TO CERTIFY that on this __6th____ day of __June________, 1997,
--- ---- --
before me, the undersigned, a notary public in and for the state of Washington,
duly commissioned and sworn, personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., to me
----------------------
know to be the President and COO of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Inc, the corporation that
----------------- -------------------
executed the within and foregoing instrument, and acknowledged the said
instrument to be the free and voluntary act and deed of said corporation for the
uses and purposes therein mentioned, and on oath stated that they were
authorized to execute said instrument, and that the seal affixed, if any, is the
corporate seal of said corporation.
WITNESS my hand and official seal the day and year in this certificate
first above written.
Signature__Nicole J. Resser____________
----------------
Printed Name_Nicole J. Resser__________
----------------
Notary Public in and for the State of Washington,
residing at ▇▇▇ ▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇▇/▇▇▇▇▇▇▇ ▇▇
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98104__________________________
My appointment expires:____2001_______
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LANDLORD: ▇▇▇▇▇▇ RUNSTAD PROPERTIES
L.P.
a Delaware limited partnership
BY: ▇▇▇▇▇▇ RUNSTAD ASSET
MANAGEMENT L.P.
A WASHINGTON LIMITED PARTNERSHIP
ITS GENERAL PARTNER
BY: WRAM, INC.
A WASHINGTON CORPORATION
ITS GENERAL PARTNER
BY:___H. ▇▇▇ ▇▇▇▇▇▇▇
--------------
ITS CHAIRMAN AND CHIEF
--------------------
EXECUTIVE OFFICER
-----------------
LANDLORD ACKNOWLEDGMENT
STATE OF WASHINGTON )
)ss.
COUNTY OF KING )
THIS IS TO CERTIFY that I know or have satisfactory evidence that H. ▇▇▇
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Runstad is the person who appeared before me, and said person acknowledged that
-------
he signed this instrument, on oath stated that he was authorized to execute the
instrument and acknowledged it as the Chairman and CEO of WRAM, Inc., a
----------------
corporation, to me known to be the general partner of ▇▇▇▇▇▇ RUNSTAD ASSET
MANAGEMENT L.P., a limited partnership, to me known to be the general partner of
▇▇▇▇▇▇ RUNSTAD PROPERTIES L.P., the limited partnership that executed the within
and foregoing instrument, and acknowledged the said instrument to be the free
and voluntary act and deed of said corporation and partnerships for the uses and
purposes therein mentioned, and on oath stated that said individual was
authorized to execute said instrument.
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WITNESS my hand and official seal this 13th day of June, 1997.
---- ---- --
Signature ▇▇▇▇▇▇ ▇. Blackmore________
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Printed Name ▇▇▇▇▇▇ ▇. Blackmore_____
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Notary public in and for the state of Washington, residing at
Seattle________
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My appointment expires 9/9/00_______
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