▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
OFFICE LEASE AGREEMENT
BETWEEN
▇▇▇▇▇ REAL ESTATE HOLDINGS XXV, L.L.C.
AND
F5 NETWORKS, INC.
1. BASIC LEASE TERMS.
Section 1 represents a summary of the basic terms of this Office Space
Lease for 333 ▇▇▇▇▇▇▇ ▇▇▇▇.
A. EFFECTIVE DATE: October 31, 2006
B. TENANT: F5 Networks, Inc.
ADDRESS OF LEASED PREMISES: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ADDRESS FOR BILLING AND NOTICES: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chief Accounting Officer
or such other place as
Tenant may from time to time
designate by notice to Landlord.
C. LANDLORD: ▇▇▇▇▇ Real Estate Holdings XXV, L.L.C.
ADDRESS FOR NOTICES: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇
or such other place as
Landlord may from time to time designate by
notice to Tenant
D. PREMISES AREA: 137,201 rentable square feet (RSF) consisting
of the following:
26,712 RSF on floor 1
28,141 RSF on floor 2
29,190 RSF on floor 3
26,965 RSF on floor 4
26,193 RSF on floor ▇
▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇: 137,201 RSF
F. TENANT'S PERCENTAGE OF BUILDING: 100%
-1-
G. TERM OF LEASE: This Lease shall commence on the "Lease
Commencement Date," which date shall be the
last to occur of (i) ninety (90) days after
the Delivery Date or (ii) the date of
Substantial Completion (as both terms are
hereinafter defined), and shall expire on the
last day of the one hundredth and twentieth
(120th) full calendar month after the Lease
Commencement Date (the "Expiration Date").
H. BASE MONTHLY RENT: $285,835.42 (based on $25.00/RSF/yr.)
I. PARKING: Initial Monthly Charge of $125.00 per month
for each parking permit for a parking stall in
the garage located beneath the Building (the
"Building Garage") and $100.00 per month for
each parking permit for a parking stall
located outside of the Building Garage.
Number of parking permits allocated to Tenant:
Approximately 160 permits, but not less than
123 for the stalls located in the Building
Garage, approximately 30 permits but not less
than 23 for the stalls located in the surface
parking lots on the Property and 100 for the
stalls located outside of the Property but
within two and one-half blocks of the
Building.
Tenant shall be entitled to "stack" cars in
the building garage by purchasing additional
parking permits. In the event Landlord sells
the building Landlord will have no obligation
to provide off-site parking to Tenant.
J. RENT ADJUSTMENTS: Base Monthly Rent is the product of the annual
rate of $25.00 per RSF times the RSF Tenant
leases from Landlord divided by twelve. The
annual rental rate shall increase $1.00 per
RSF at each anniversary of Lease Commencement
Date.
Months Annual Rental Rent
-------- ------------------------
1-12 $25.00 per RSF per annum
13-24 $26.00 per RSF per annum
25-36 $27.00 per RSF per annum
37-48 $28.00 per RSF per annum
49-60 $29.00 per RSF per annum
61-72 $30.00 per RSF per annum
73-84 $31.00 per RSF per annum
85-96 $32.00 per RSF per annum
97 -108 $33.00 per RSF per annum
109 -120 $34.00 per RSF per annum
-2-
K. ADDITIONAL RENT - ESTIMATED N/A
INITIAL TENANT'S SHARE OF
EXPENSES:
L. DEPOSIT: N/A
M. NON-REFUNDABLE CLEANING FEE: N/A
N. PREPAID RENT: 12th, 24th, 48th and 72nd months as provided
in Section 5(b).
O. TENANT'S USE OF PREMISES: Any lawful commercial purpose.
P. BROKERS: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Washington Partners, Inc.
TO BE PAID BY: Landlord
Q. GUARANTOR: N/A
R. EXHIBITS: Exhibit A - Premises / Floor Plans
Exhibit B - The Building
Exhibit C - Tenant Work Letter
Exhibit D - Building Shell and
Core Specifications
Exhibit E - Plans and Specifications
2. PREMISES.
(A) PREMISES. Landlord does hereby lease to Tenant, upon the terms and
conditions set forth herein, the premises described in Section 1(d)
and shown on Exhibit A attached hereto (the "Premises"), within the
Building described in Section 1(e) and in Section 4(a) below and
depicted on Exhibit B hereto (the "Building"), which Building shall be
located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ on the
real property described as follows (the "Property"):
▇▇▇▇ ▇, ▇, ▇, ▇, ▇, ▇▇▇ ▇ ▇▇ ▇▇▇▇▇ 160 of Seattle Tide Lands,
according to the official maps on file in the office of the
Commission of public lands in Olympia, Washington.
Except any portion thereof lying within the railroad right of
way.
Upon completion of the Tenant Improvements to the Premises, Landlord
shall cause the rentable square footage of the Premises to be measured
by Landlord's architect using the BOMA American National Standard
Institute Publication, ANSI Z65.1-1996 Standards (the "Rentable Square
Footage"), to determine the Building Rentable Area, which measurement
shall govern with respect to the Premises Area of Section 1(d). Tenant
shall have the right to have a Washington-licensed surveyor approved
by Landlord and jointly responsible to Landlord and Tenant verify the
Premises Rentable Square Footage determined by Landlord's Architect,
if it does so within twenty (20) days after receipt of the notice from
Landlord's Architect. If based on such verification Tenant disagrees
with the Rentable
-3-
Square Footage determined by Landlord's Architect it shall advise
Landlord and its Architect of the deviation within ten (10) days
thereafter or be deemed to have accepted Landlord's Architect's
determination. If Tenant gives a timely notification of disagreement,
then the parties shall jointly select a Washington-licensed surveyor
or architect to review the calculations of Landlord's architect and
the Tenant selected surveyor and make the determination of Premises
Rentable Square Footage, which determination shall be final and
binding on the parties.
(B) COMMON AREAS. As used in this Lease, "Common Areas" shall mean all
portions of the Building and Property leased but not demised to
specific tenants. During the term of this Lease, Tenant and its
licensees, invitees, customers and employees shall have the exclusive
right to use the Common Areas, including all parking areas, landscaped
areas, entrances, lobbies, elevators, stairs, corridors, and public
restrooms, and shall have exclusive control and management of the
same.
3. TERM.
(A) INITIAL TERM. The Lease Commencement Date shall occur on the latter of
the ninetieth (90th) day after the Delivery Date or upon Substantial
Completion, as both terms are hereinafter defined, and shall expire on
the last day of the one hundred twentieth (120th) full calendar month
after the Lease Commencement Date (the "Initial Term").
(B) EARLY POSSESSION. Commencing on the Effective Date, Tenant and
Tenant's contractors shall have the non-exclusive right to possess the
Premises seven days per week and twenty-four hours per day (the "Early
Possession Period") for the purpose of the installation of Tenant's
improvements, furniture, fixtures and equipment and completion of
Tenant's Work (as defined in the Tenant Work Letter attached hereto as
Exhibit C), and to perform such other activities in order to permit
and facilitate Tenant's ability to fully occupy and conduct its
business on all portions of the Premises as of the Lease Commencement
Date. During the Early Possession Period, Tenant shall not be charged
Base Monthly Rent, parking charges for stalls located in the Parking
Garage or in surface parking lots on the Property, or operating
expense charges. Tenant shall coordinate Tenant's Work move-in
activities with the contractors working on the site so as not to
impede Landlord's Work and the final completion of the Shell and Core
Improvements, including punch list type activities. Tenant shall be
responsible for the removal and disposal of Tenant's furniture and
fixture vendor's cartons and trash.
(C) RENEWAL. Provided that Tenant is not then in material default under
the terms of this Lease, Tenant shall have the option(s) to renew this
Lease for two (2) additional terms of five (5) years each or, if
Tenant so elects, for one (1) additional term of ten (10) years (the
"Renewal Terms"). If Tenant elects to renew this Lease, Tenant shall
notify Landlord in writing of its intent to exercise such renewal
option(s) no later than twelve (12) months prior to the expiration of
the then existing Lease term; in the event Tenant exercises its right
to initially renew for one (1) additional five (5) year Renewal Term
(rather than an additional term of ten (10) years), Tenant shall
notify Landlord no later than twelve (12) months prior to the
expiration of the first five (5) year Renewal Term if Tenant elects to
renew for an additional five (5) year Renewal Term. All provisions of
this Lease shall continue in full force and effect during any Renewal
Term, except Base Monthly Rent for the Renewal Term shall be at the
then fair market rate (as determined based on the following criteria)
for comparable space in a comparable Seattle location taking into
account and making appropriate modifications for concessions and
costs, such as Tenant improvement allowances, free or
-4-
reduced rent periods, construction periods during which rent is not
payable and the like, which would be incident to a new lease but that
are avoided by Landlord by virtue of the extension of the term of this
Lease. If Landlord and Tenant are unable to agree as to the fair
market rent within sixty (60) days following Tenant's notice to
Landlord of its intent to renew the Lease, fair market rent shall then
be determined by appraisal as follows:
Within ten (10) days after expiration of the sixty (60) day period,
Landlord and Tenant shall give notice to each other stating the name
and address of an impartial person to act as appraiser. Each party's
appraiser shall be a licensed commercial real estate broker doing
business in Seattle having not less than ten years of active
experience as a commercial real estate broker in Seattle, or may be an
MAI appraiser with commercial property experience in the Seattle area.
The named appraisers shall, together, determine the fair market rent
as of the commencement of the particular Renewal Term and according to
the standards provided for above herein within thirty (30) days after
their appointment. If the two appraisers shall fail to agree upon fair
market rent within thirty (30) days of their appointments, and the
difference in their conclusions about fair market rent is ten percent
(10%) or less of the lower of the two determinations, then fair market
rent shall be the average of the two determinations. If the two
appraisers fail to agree on fair market rent and the difference
between the two determinations exceeds ten percent (10%) of the lower
of the two determinations, then the appraisers shall appoint a third
appraiser similarly impartial and qualified to determine fair market
rent. Such third expert shall determine the market rent within thirty
(30) day of his/her appointment and the average of the determinations
of the two closest experts shall be final, conclusive and binding on
Landlord and Tenant. Landlord and Tenant shall then execute and
deliver an amendment to this Lease confirming Base Monthly Rent to be
applicable during the particular Renewal Term. Landlord and Tenant
shall each pay the fees of any appraiser appointed by Landlord and
Tenant respectively, and Landlord and Tenant shall each pay one-half
of the fees of any third appraiser appointed pursuant to the
provisions of this paragraph.
(D) EARLY TERMINATION. Without limiting any other provisions set forth
herein, in the event Tenant vacates its offices in the ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ shall have the one-time right and option to
cancel and terminate this Lease effective as of the expiration of the
fifth (5th) year of the Initial Term by giving Landlord no less than
twelve (12) months prior written notice and paying to Landlord an
Early Termination Fee calculated as follows: (i) the unamortized
portion of the Tenant Allowance, (ii) the unamortized portion of
Pre-Paid Rent for months 12, 24 and 48 of the Initial Term, paid on
behalf of Landlord for a portion of the Leasing Fee, and (iii) the
unamortized portion of the Rent that would have been payable by Tenant
to Landlord on Space Pocket Areas (defined in Section 5(d) below), had
no portion of the Premises been designated as a Space Pocket Areas
pursuant to Section 5(d), all amortized on a straight-line basis with
interest at 8% per annum over the Initial Term, such payment to be
made to Landlord no later than one hundred twenty (120) days prior to
the effective Lease termination date; provided, however, that the
Early Termination Fee shall be reduced by the Base Monthly Rent
otherwise due, and pre-paid, for the said 72nd month of the Initial
Term.
4. DESIGN, CONSTRUCTION AND COMPLETION.
(A) DESIGN. Landlord shall cause the Building to be designed, constructed
and completed according to the design criteria, specifications and
construction standards described on Exhibit D ("Building Shell and
Core Outline Specifications"), the architectural, structural and
mechanical plans referred to on Exhibit E (the "Plans", which plans
are incorporated
-5-
herein as if fully set forth) and the floor plans depicted on Exhibit
A, each of which Exhibits is attached hereto and incorporated herein
by this reference, together with the other terms and conditions of
this Lease. Landlord shall provide Tenant true and correct copies of
all plans and specifications, and all material modifications thereto
as they occur.
(B) CONSTRUCTION. The contract(s) for construction of the Building shall
impose schedules and deadlines on Landlord's contractor(s) so as to
assure timely Substantial Completion and a timely Delivery Date.
Whenever the construction schedule is revised, Landlord shall notify
Tenant and promptly provide Tenant with a true and correct copy of the
revised schedule.
(C) PROGRESS. Landlord shall instruct its architect to issue a certificate
to Tenant at such times as the Building is at seventy-five percent
(75%) and one hundred percent (100%) of Substantial Completion,
stating that the completed work fully complies with (i) the plans
approved by all necessary governmental agencies and (ii) Exhibits C
and D attached hereto. To the extent that City of Seattle inspectors
or inspectors for Landlord's construction lender also provide progress
certifications, copies of the same shall be provided to Tenant
promptly after being received by Landlord.
(D) DELIVERY AND COMPLETION. Landlord shall achieve Substantial Completion
of the Building and the Premises in accordance with the permitted
plans and specifications, and terms of the Exhibits hereto, by no
later than January 31, 2008. For purposes of this Lease, "Substantial
Completion" means issuance of the final City of Seattle shell and core
Certificate of Occupancy for the Building and with respect to each
floor of the Building and the parking garage. For purposes of this
Lease, "Delivery Date" shall mean the date on which:
(1) The Building is fully enclosed and water tight, including the
roof and permanent exterior walls and windows;
(2) Power and lighting and electrical service are available as
described in Exhibit D to the Lease for distribution by Tenant;
and
(3) There shall be evidence reasonably satisfactory to Tenant that:
(i) The balance of the Landlord Work can be completed prior to
Lease Commencement; and
(ii) The Tenant's contractor is able to proceed efficiently with
the Tenant Work, subject to a requirement of reasonable
coordination and cooperation with the Landlord's shell and
core contractor.
(E) LATE DELIVERY. For each day that Delivery Date is delayed past
November 1, 2007, Tenant shall be entitled to a credit as provided
below against its Rent otherwise first falling due (exclusive of
pre-paid rent) under this Lease during the Initial Term, except to the
extent any such delay was caused by a Force Majuere Event. A "Force
Majeure Event" means only acts of God, strikes, lockouts, labor
troubles, inability to procure materials despite commercially
reasonable efforts to do so, discovery of archeologically significant
artifacts which halt construction, reasonably unforeseen sub-surface
conditions materially delaying project excavation, acts of civil or
military authorities, fires, floods and earthquakes. Landlord shall
notify Tenant in writing of each delay Landlord contends was caused by
a Force Majeure Event within ten (10) business days of its occurrence,
describing the impact on the then current construction schedule.
-6-
More specifically:
(1) In the event the Delivery Date is delayed for up to sixty (60)
days past November 1, 2007, then Tenant shall be entitled to rent
abatement in an amount equal to two (2) days pro-rata Base
Monthly Rent for each one (1) day of such delay;
(2) In the event the Delivery Date is delayed for up to an additional
one hundred twenty (120) days after December 30, 2007, then
Tenant shall be entitled to rent abatement in an amount equal to
three (3) days pro-rata Base Monthly Rent for each one (1) day of
such additional delay; and
(3) Notwithstanding the foregoing, in the event the Delivery Date is
delayed past April 29, 2008, or in the event at any time the
construction schedule prepared by Landlord's prime contractor or
certified by Landlord's architect reasonably indicates the
Delivery Date will occur after April 29, 2008, then in either
event Tenant may terminate this Lease after thirty (30) days
written notice to the Landlord unless the Delivery Date is
attained during such thirty (30) day period.
(F) LATE COMPLETION. For each day that Substantial Completion is delayed
past January 31, 2008, Tenant shall be entitled to a credit as
provided below against its Rent otherwise first falling due (exclusive
of pre-paid rent) under this Lease during the Initial Term, except to
the extent any such delay was caused by a Force Majuere Event. A
"Force Majeure Event" means only acts of God, strikes, lockouts, labor
troubles, inability to procure materials despite commercially
reasonable efforts to do so, discovery of archeologically significant
artifacts which halt construction, reasonably unforeseen sub-surface
conditions materially delaying project excavation, acts of civil or
military authorities, fires, floods and earthquakes. Landlord shall
notify Tenant in writing of each delay Landlord contends was caused by
a Force Majeure Event within ten (10) business days of its occurrence,
describing the impact on the then current construction schedule.
More specifically:
(1) In the event Substantial Completion is delayed for up to sixty
(60) days past January 31, 2008, then Tenant shall be entitled to
rent abatement in an amount equal to two (2) days pro-rata Base
Monthly Rent for each one (1) day of such delay;
(2) In the event Substantial Completion is delayed for up to an
additional one hundred twenty (120) days after March 31, 2008,
then Tenant shall be entitled to rent abatement in an amount
equal to three (3) days pro-rata Base Monthly Rent for each one
(1) day of such additional delay; and
(3) Notwithstanding the foregoing, in the event Substantial
Completion is delayed past July 29, 2008, or in the event at any
time the construction schedule prepared by Landlord's prime
contractor or certified by Landlord's architect reasonably
indicates Substantial Completion will occur after July 29, 2008,
then in either event Tenant may terminate this Lease after thirty
(30) days written notice to the Landlord unless Substantial
Completion is attained during such thirty (30) day period.
5. RENT.
(A) BASE MONTHLY RENT. Subject to Section 5(d), Tenant shall pay Landlord
monthly base rent in the initial amount set forth in Section 1 which
shall be payable monthly in advance on the
-7-
first day of each and every calendar month ("Base Monthly Rent")
beginning on the Lease Commencement Date until the expiration or
earlier termination of this Lease.
(B) PRE-PAID RENT. As otherwise provided in Section 37 below herein, upon
Broker's certification to Landlord that the Leasing Fee has been paid,
Tenant shall be deemed to have paid in full all Base Monthly Rent
otherwise due hereunder applicable to months twelve (12), twenty-four
(24), forty-eight (48) and seventy-two (72) of the Initial Term
hereof.
(C) RENT ADJUSTMENT. Base Monthly Rent shall be increased on each
anniversary of the Lease Commencement Date by an amount equal to $1.00
per rentable square foot per annum as set forth in Section 1(j).
(D) RENT ABATEMENT. Notwithstanding anything to the contrary herein,
within thirty (30) days after commencing to conduct business in the
Building, Tenant shall have the option to designate up to 20,000 RSF
as a space pocket area, which area may be comprised of space located
in various areas and floors of the Building as Tenant may select
(collectively, the "Space Pocket Area"), thereafter, space pockets may
not be switched or otherwise reconfigured. For each of the eighteen
(18) months immediately following the Lease Commencement Date, Tenant
shall not pay Rent on the Space Pocket Area as long as the Space
Pocket Area remains unoccupied by Tenant. Tenant shall promptly notify
Landlord of its use and occupancy of any portion of the Space Pocket
Area, and shall commence paying Rent on each portion of the Space
Pocket Area at such time as Tenant occupies such area. Occupancy of
any portion of the Space Pocket Area shall mean the date on which
Tenant first has an employee actually working in such area.
(E) RENT WITHOUT OFFSET AND LATE CHARGE. All Base Monthly Rent shall be
paid by Tenant to Landlord without prior notice or demand in advance
on the first day of every calendar month, at the address shown in
Section 1(c), or such other place as Landlord may designate in writing
from time to time. Whether or not so designated, all other sums due
from Tenant under this Lease shall constitute Additional Rent, payable
without prior notice or demand when specified in this Lease, but if
not specified, then within thirty (30) days of demand, during which
time the parties will work to resolve any good faith disagreements on
the amount due. All Rent shall be paid without any deduction or offset
whatsoever except as otherwise specifically provided herein. All Rent
shall be paid in lawful currency of the United States of America.
Proration of Rent due for any partial month shall be calculated by
dividing the number of days in the month for which Rent is due by the
actual number of days in that month and multiplying by the applicable
monthly rate. Tenant acknowledges that late payment by Tenant to
Landlord of any Rent, Additional Rent or other sums due under this
Lease will cause Landlord to incur costs not contemplated by this
Lease, the exact amount of such cost being extremely difficult and
impracticable to ascertain. Such costs include, without limitation,
processing and accounting charges and late charges that may be imposed
on Landlord by the terms of any encumbrance or note secured by the
Premises. Therefore, if any Rent or other sum due from Tenant is not
received within ten (10) business days of the date due, Tenant shall
pay to Landlord a sum equal to five percent (5%) of such overdue
payment. Landlord and Tenant hereby agree that such late charge
represents a fair and reasonable estimate of the costs that Landlord
will incur by reason of any such late payment and that the late charge
is in addition to any and all remedies available to the Landlord and
that the assessment and/or collection of the late charge shall not be
deemed a waiver of any other default.
-8-
6. USE AND ACCESS.
(A) TENANT'S USE. Tenant may use and occupy the Premises for any lawful
commercial purpose. Tenant shall have access to the Premises and to
the parking 24 hours per day, 7 days per week, 365 days per year,
including all holidays. Tenant shall promptly comply with all laws,
ordinances, orders and regulations affecting the Premises and the
Building, including, without limitation, any rules and regulations
that may be attached to this Lease and to any reasonable modifications
to these rules and regulations as Landlord may adopt from time to
time. Tenant will not knowingly use or permit to be used in said
Premises anything that will materially increase the rate of insurance
on said Building or any part thereof, nor anything that may be
dangerous to life or limb; nor in any manner deface or injure said
Building or any part thereof; nor overload any floor or part thereof;
nor permit any unreasonably objectionable noise or odor to escape or
to be emitted from said Premises, or do anything or permit anything to
be done upon said Premises in any way tending to create a nuisance or
to disturb any other tenant or occupant of any part of said Building.
Tenant, at Tenant's expense, will comply with all health, fire and
police regulations respecting said Premises.
(B) LANDLORD ACCESS. Landlord, its engineer or other agents may retain a
pass key to said Premises to enable Landlord to examine the Premises
from time to time with reference to any emergency or to the general
maintenance of said Premises. In recognition that Tenant will be
conducting business that may involve matters of a non-public or
confidential nature, if no emergency exists, Landlord shall provide
Tenant at least 24 hours notice of any entry into the Premises, and
Tenant shall have the right to have a party present during any such
entry by Landlord, Landlord's engineer or any other agents.
(C) LANDLORD ALTERATIONS. Tenant acknowledges that Landlord may from time
to time, at its reasonable discretion, make such modifications,
alterations, deletions or improvements to the Building as Landlord may
deem necessary or desirable, without compensation or notice to Tenant
as long as such modifications, alterations, deletions or improvements
do not materially alter Tenant's use of its Premises.
7. HAZARDOUS SUBSTANCES. Landlord hereby covenants and warrants to Tenant that
the Premises will not contain any Hazardous Material, or if such material
does exist, it exists in compliance with all applicable federal, state or
local law, and agrees that if during the term of the Lease Hazardous
Material not introduced by Tenant is discovered within the Premises, or any
state, federal or local governmental authority or agency having
jurisdiction requires the removal of any Hazardous Material, Landlord shall
at Landlord's expense remove, encapsulate or take other accepted abatement
measures with respect to such Hazardous Material in compliance with or as
required by all applicable laws, rules and regulations of local, state and
federal governmental authorities. Landlord shall defend, indemnify and save
Tenant harmless from and against any injuries, claims, accidents, damages,
liabilities and expenses (including reasonable counsel fees) arising out of
any breach of the foregoing representation and warranty of Landlord. The
provisions of this paragraph shall survive the expiration or termination of
the Lease.
For purposes of this Section 7, Hazardous Material shall include
flammables, explosives, radioactive materials, hazardous wastes or
materials, toxic wastes or materials, or other similar substances,
petroleum products or derivatives thereof or any substance subject to
regulation by or under any federal, state and local laws and ordinances
relating to the protection of the environment or the keeping, use or
disposition of environmentally hazardous materials, substances, or wastes,
-9-
presently in effect or hereafter adopted, all amendments to any of them,
and all rules and regulations issued pursuant to any of such laws or
ordinances.
The parties anticipate that Landlord may be required to conduct certain
environmental work at, about or beneath the Building following completion
of the Building and commencement of the Initial Term, which may involve
monitoring and pumping sub-surface water. Any and all such work shall be
the entire responsibility of Landlord to be conducted at Landlord's sole
cost and risk including additional water/sewer charges for such water, and
without interference to Tenant's quiet enjoyment of the Premises.
8. BUILDING SERVICES, COSTS AND REPAIRS. This is a "triple net", NNN Lease.
During the term of this Lease, Tenant shall be responsible for payment of
all costs and expenses incurred for electric light and power, heat, air
conditioning, elevators, water, sewer, janitorial services, parking
services, all building maintenance contracts (except those which are
Landlord's responsibility as provided in Section 12 below), recycling and
trash removal, window washing, security, landscaping, real estate taxes and
insurance, and all other services to the Building. Tenant shall contract
directly with utility and service providers for the provision and payment
of all such utilities and other services. Landlord shall be fully
responsible for the cost of, and shall promptly and regularly perform, all
repairs and maintenance to the roof, exterior walls and foundation. To the
extent Tenant's repair and maintenance obligations hereunder relate to work
performed for or goods supplied to Landlord, Landlord shall assign to
Tenant all applicable warranties and service contracts. In the event this
Lease is hereafter amended to contract the scope of the Premises, such
amendment shall then also provide for pro-ration or separate metering of
Tenant's utility/operating/repair costs, taxes to be paid by Tenant and
insurance premiums to be paid by Tenant to reflect Tenant's reduced
occupancy.
9. TAXES AND OTHER CHARGES.
(A) OBLIGATION FOR PAYMENT. Tenant shall pay, satisfy and discharge as the
same become due and payable and prior to delinquency all ad valorem
real and personal property taxes and assessments and any other taxes
or charges levied or imposed upon or against Tenant's proportionate
share of the real estate on which the Building is to be situated
and/or any improvements now or hereafter made or constructed upon the
real estate on which the Building is to be situated (the
"Improvements") during the term of this Lease (collectively,
"Taxes"). If any Taxes are levied against Landlord or Landlord's
property and if Landlord elects to pay the same or if the assessed
value of Landlord's property is increased by inclusion of personal
property and trade fixtures placed by Tenant in the Premises and
Landlord elects to pay the Taxes based on such increase, Tenant shall
pay to Landlord upon demand that part of such Taxes for which Tenant
is primarily liable hereunder.
(B) TAXES PAYABLE IN INSTALLMENTS. If, by law, any Taxes may, at the
option of the taxpayer, be paid in installments (whether or not
interest accrues on the unpaid balance of such tax), Tenant may pay
such Taxes (and any accrued interest on the unpaid balance of such
Taxes) in installments, as they become due during the Term of this
Lease.
(C) PRORATION OF TAXES FOR PERIOD OTHER THAN TERM. Any Taxes, including
Taxes which have been converted into installment payments, relating to
a part of a fiscal period of the taxing authority which has been
included within the term and a part of which has been included in a
period of time prior to the commencement or after the end of the term,
shall, whether or not the Taxes are assessed, levied, confirmed,
imposed upon or in respect of,
-10-
or become a lien upon the Premises, or become payable during the term,
be adjusted between Landlord and Tenant as of the commencement or end
of the term, so that Tenant will only pay that portion of such Taxes
applicable to the term, and Landlord will pay the remainder.
(D) RIGHT TO CONTEST TAXES. Tenant shall have the right to contest the
amount or validity, in whole or in part, of any Taxes by appropriate
proceedings diligently conducted in good faith, only after paying the
same or posting such security as Landlord may reasonably require in
order to protect the Premises against loss or forfeiture. Upon the
termination of any such proceedings, Tenant will pay the amount of
such Taxes or part of such Taxes as finally determined to be due and
payable, the payment of which may have been deferred during the
prosecution of such proceedings, together with any costs, fees,
interest, penalties, or other related liabilities. Landlord will not
be required to join in any such contest or proceedings unless the
provisions of any law or regulations then in effect require that such
proceedings be brought by or in the name of Landlord. In that event,
Landlord will join in such proceedings or permit them to be brought in
its name; however, Landlord will not be subject to any liability for
the payment of any costs or expenses in connection with any such
contest or proceedings, and Tenant shall indemnify Landlord against
and save Landlord harmless from any such costs and expenses.
(E) ADDITIONAL TAXES OR ASSESSMENTS. Should there presently be in effect
or should there be enacted during the term of this Lease, any law,
statute or ordinance levying any assessments or any tax upon the
Premises other than federal or state income taxes, Tenant shall
reimburse Landlord for Tenant's proportionate share of said taxes or
assessments at the same time as rental payments.
10. SIGNAGE. Tenant shall have the exclusive right to name the Building the "F5
Building" or such other appropriate name as Tenant may select. Tenant shall
have the exclusive right, at Tenant's expense, to place its corporate logo
or other identifying signage on the exterior of the Building, the size,
location and design of which are depicted on Exhibit B hereto, or as
otherwise reasonably approved by Landlord; provided, however, that Landlord
hereby approves exterior signage consistent with the size, scope and nature
of that currently in place at the 401 ▇▇▇▇▇▇▇ Building. No other sign,
picture, advertising or notice shall be displayed, inscribed, painted or
affixed to any of the glass or exterior of the Building without the prior
approval of Landlord, which approval shall not be unreasonably withheld,
conditioned or delayed.
11. BUILDING PARKING GARAGE.
(A) GRANT OF EXCLUSIVE RIGHT. Landlord grants to Tenant and Tenant's
customers, suppliers, employees and invitees, the exclusive right to
use the Building Garage and the surface parking located on the
Property. The Building Garage shall contain not less than one hundred
twenty-three (123) parking stalls, there shall be not less than
twenty-three (23) surface lot parking stalls on the Property, and
Landlord shall provide to Tenant not less than one hundred (100)
parking stalls at lots located within a two and one-half block radius
of the Property (the "Off-Site Parking"). The initial charge will be
$125.00 per month per stall for spaces within the Building Garage and
$100.00 per month for spaces exterior to the Building Garage. In the
event Landlord sells the Building, Landlord will no longer have an
obligation to provide the Off-Site Parking.
(B) CHARGES. The initial monthly charge for the parking to be provided to
Tenant by Landlord shall be the amounts set forth in Section 1(i) of
the Lease. Such rate shall be in
-11-
effect upon the Commencement Date of the Lease, subject to adjustment
during each year of the Lease term based upon comparable parking rates
for similar Buildings in the Lower ▇▇▇▇▇ ▇▇▇▇ area (reflecting any
applicable federal, state and local taxes and levies); provided,
however, in no event shall the rates set forth in Section 1(i) be
increased during the initial twelve (12) months of the Lease term.
Tenant's monthly parking charge for all parking permits and the
charges for all validated parking, if any, shall be billed to Tenant
and shall be due as Additional Rent within ten (10) days after such
billing.
12. MAINTENANCE. Landlord shall maintain and repair, in good condition, the
structural parts of the Premises and the Building, which shall include the
foundations, bearing and exterior walls (excluding glass), subflooring and
roof (excluding skylights), the electrical, plumbing and sewerage systems
outside the Building, gutters and downspouts (excluding cleaning, which
shall be Tenant's responsibility) on the Building. Except as provided
above, Tenant shall maintain and repair the Premises in good condition,
including, without limitation, maintaining and repairing all walls,
storefronts, floors, ceilings, HVAC systems, interior and exterior doors,
exterior and interior windows and fixtures and interior plumbing. Upon
expiration or termination of this Lease, Tenant shall surrender the
Premises to Landlord in the same condition as existed on the Lease
Commencement Date, except for reasonable wear and tear or damage caused by
fire or other casualty. Except as provided below, Tenant shall have no
obligation to remove Tenant's Work from the Premises at the time Tenant
surrenders possession of the Premises to Landlord.
13. ALTERATIONS. Tenant shall have the right to make alterations or additions
to the Premises, or construct additional improvements on the Premises,
subject to the prior written consent of Landlord, which consent shall not
be unreasonably withheld, conditioned or delayed; provided, however, that
Landlord's prior written consent will not be necessary for any alteration,
addition, or improvement of a cosmetic and non-structural nature. All work
shall be made with due diligence, in a good and workmanlike manner and in
compliance with all laws, ordinances, orders, rules, regulations,
certificates of occupancy, or other governmental requirements, and provided
Tenant shall provide Landlord with thirty (30) days advance notice before
commencing such work, excepting the cosmetic work. Title to all
improvements constructed or installed by Tenant shall be and remain vested
in Tenant during the term of this Lease. All alterations, additions,
fixtures, and improvements, whether temporary or permanent in character,
made to the Premises by Tenant, will immediately vest in Landlord at the
end of the Term of this Lease and will remain on the Premises without
compensation to Tenant. Notwithstanding anything to the contrary in this
section, all equipment, shelves, bins, machinery and trade fixtures
installed by Tenant may be removed by Tenant prior to the termination of
this Lease if Tenant so elects, and shall be removed by the date of
termination of this Lease or upon earlier vacating of the Premises if
required by Landlord; upon any such removal, Tenant shall repair the
portion of the Premises from which such equipment, shelves, bins, machinery
or trade fixtures were removed. Upon Lease expiration, Tenant shall, upon
Landlord's request, remove its cabling from the Premises and the Building.
All such removals and restoration shall be accomplished in good workmanlike
manner so as not to damage the primary structure or structural qualities of
the Buildings and other improvements situated on the Premises.
14. RELEASE AND INDEMNITY. Either party (each as the "Indemnifying Party") will
defend, indemnify and hold harmless the other from any claim, liability or
suit including attorney's fees by any person, persons, and/or entity for
any injuries or damages occurring in or about the said Premises or on or
about the sidewalk, stairs, or thoroughfares adjacent thereto where said
damages or injury was caused by the negligence or intentional act of the
Indemnifying Party, its agents, employees, servants, customers or clients.
-12-
15. INSURANCE.
(A) CASUALTY INSURANCE. Landlord shall, at Tenant's expense, obtain and
keep in force, throughout the Initial Term and any Renewal Term(s) of
this Lease, a policy or policies of "all-risk" casualty insurance,
insuring the Premises against loss or damage by fire or other casualty
(including earthquake and flood), naming Tenant and such other parties
as Landlord or Tenant may designate as additional insureds as their
interests may appear. The amount of such insurance will be not less
than the full replacement value of the Building. Tenant shall be
provided with full copies of all policies as revised or supplemented
from time to time.
(B) GENERAL LIABILITY INSURANCE. Landlord shall, at Tenant's expense,
obtain and keep in force during the Initial Term and all Renewal
Term(s) of this Lease, a policy or policies of general liability
insurance with a combined single limit of not less than $1,000,000 for
injury to or death of any one person, $100,000 for injury to or death
of any number of persons in any one occurrence, and $100,000 for
damage to property, insuring against any and all liability of Landlord
and Tenant including, without limitation, coverage for contractual
liability, broad form property damage, host liquor liability, and
non-owned automobile liability, with respect to the Premises or
arising out of the maintenance, use, or occupancy of the Premises.
Such insurance will be separate from any insurance which may be
carried by Tenant and will contain a provision that Tenant, as an
additional named insured, will be entitled to recover under the policy
for any loss, injury, or damage to Tenant, its agents, and employees,
or the property of such persons.
(C) PASS-THROUGH PREMIUMS. Tenant shall be responsible for payment of all
premiums for insurance provided by Landlord under this section to the
extent such premiums are applicable only to the Premises, and shall
reimburse Landlord for the same within thirty (30) days after receipt
of Landlord's invoice for the same; provided, however, that if Tenant
can replace Landlord's insurance provided for herein at a more
economical rate to Tenant and otherwise fully consistent with the
insurance requirements of this section, Tenant may with the Landlord's
approval, which shall not be unreasonably withheld, delayed or
conditioned, contract directly for such insurance coverage, with
Landlord as an additional named insured, in which case Tenant shall no
longer be responsible for reimbursement to Landlord for the cost of
any insurance Landlord elects to retain.
(D) OTHER MATTERS. All insurance required in this paragraph and all
renewals of it will be issued by companies authorized to transact
business in the State of Washington. All insurance policies shall be
subject to approval by Landlord and Tenant as to form and substance,
shall expressly provide that such policies shall not be canceled or
altered without thirty (30) days' prior written notice to Landlord and
Tenant and shall, to the extent obtainable, provide that no act or
omission of Tenant which would otherwise result in forfeiture or
reduction of the insurance will affect or limit the obligation of the
insurance company to pay the amount of any loss sustained. Upon
issuance each insurance policy, a duplicate or certificate of such
policy shall be delivered to Landlord and Tenant. Landlord may satisfy
its obligation under this paragraph by appropriate endorsements of its
blanket insurance policies.
-13-
(E) MUTUAL WAIVER. Landlord and Tenant waive all rights to recover against
each other or against any other Tenant or occupant of the Building, or
against the officers, directors, shareholders, partners, joint
venturers, employees, agents, customers, invitees or business visitors
of each of theirs or of any other Tenant or occupant of the Building,
for any loss or damage arising from any cause covered by any insurance
required to be carried by each of them pursuant to this section or any
other insurance actually carried by each of them to the extent
actually covered by any such insurance. Landlord and Tenant will cause
their respective insurers to issue appropriate waiver of subrogation
endorsements to all policies of insurance carried in connection with
the Premises, Improvements or the contents of either of them. Tenant
will cause all other occupants of the Premises claiming by, under, or
through Tenant to execute and deliver to Landlord a waiver of claims
similar to the waiver in this paragraph and to obtain such waiver of
subrogation rights endorsements.
16. DESTRUCTION. If during the Term, more than twenty-five percent (25%) of the
Premises are destroyed from any cause, or rendered inaccessible or unusable
from any cause, Landlord may, in its sole discretion, terminate this Lease
by delivery of notice to Tenant within thirty (30) days of such event
without compensation to Tenant. If in Landlord's estimation, the Premises
cannot be restored within one hundred eighty (180) days following such
destruction, then Landlord shall notify Tenant and Tenant may terminate
this Lease by delivery of notice to Landlord within thirty (30) days of
receipt of Landlord's notice. If neither Landlord nor Tenant terminates
this Lease as provided above, then Landlord shall commence to restore the
Premises in compliance with then existing laws and shall complete such
restoration with due diligence. In such event, this Lease shall remain in
full force and effect, but there shall be an abatement of Base Monthly Rent
and Tenant's obligation for the payment of expenses under Section 8 above
between the date of destruction and the date of completion of restoration,
based on the extent to which destruction interferes with Tenant's use of
the Premises.
17. CASUALTY; CONDEMNATION.
(A) CASUALTY. In the event the leased Premises or the Building is
destroyed or injured by fire, earthquake or other casualty to the
extent that they are no longer satisfactory for the conduct of
Tenant's business, in whole or in part, then Landlord will engage a
registered architect to certify within sixty (60) days after such
destruction or injury to Landlord and Tenant the amount of time needed
to restore the Building and the Premises to substantially the same
condition as existed immediately prior to the casualty. If the time
needed to so restore the Building and Premises exceeds twelve (12)
months from the date of the casualty, then either the Landlord or
Tenant may terminate this Lease by giving the other party such notice
of termination within thirty (30) days after the notifying party's
receipt of the architect's certificate. If a casualty causes damages
to the Building and this Lease is not terminated by either party under
the provisions of this section, then Landlord shall diligently rebuild
and restore the Building and the Premises. Upon a casualty event, the
rent shall be abated equitably on a per diem basis for the portion of
the Premises that is unfit for occupancy commencing upon the date of
the casualty and ending on the completion of the repair and
restoration so as to permit Tenant's full and regular occupancy
thereof or the earlier termination of this Lease. During any period of
abatement of rent due to casualty or destruction of the Premises,
unless this Lease has been terminated, Landlord shall use its best
efforts to locate comparable space for Tenant at the fair market rate
not to exceed Tenant's rental rate hereunder. Landlord shall not be
liable for any consequential damages by reason of inability, after use
of its best efforts, to locate alternative space comparable to the
Premises. Notwithstanding anything to the contrary in this
-14-
Section 17(a). if the casualty occurs in the last eighteen (18) months
of the then current term of the Lease, either Landlord or Tenant may
terminate this Lease upon thirty (30) days written notice.
(B) CONDEMNATION. If the whole of the Premises are taken by any public
authority under the power of eminent domain, or purchased by the
condemnor in lieu thereof, the term of this Lease shall terminate as
of the date possession is taken by such public authority. If only a
part of the Premises are taken, the Lease shall terminate only as to
the portion taken, and shall continue in full force and effect as to
the remainder of the Premises, and the Base Monthly Rent shall be
reduced proportionately; provided, however, if the remainder of the
Premises cannot be made tenantable for the purposes for which Tenant
has been using the Premises, or if more than twenty-five percent (25%)
of the rentable square footage of the Premises are taken, then either
party, by written notice to the other, given at least thirty (30) days
prior to the date that possession must be surrendered to the public
authority, may terminate this Lease effective as of such surrender of
possession. If this Lease is not terminated and the Premises have been
damaged as a consequence of a partial taking, Landlord shall restore
the Premises continuing under this Lease at Landlord's cost and
expense; provided, however, that Landlord shall not be required to
repair or restore any injury or damage to the property of Tenant or to
make any repairs or restoration of any alterations, additions,
fixtures or improvements installed on the Premises, regardless of
whether any of such items were initially installed or paid for by
Landlord or Tenant.
18. ASSIGNMENT OR SUBLEASE. Tenant will not assign this Lease, or any interest
hereunder, or sublet all or any portion of the Premises or permit the use
of the Premises by any party other than Tenant and its agents, and this
Lease, or any interest hereunder, shall not be assigned by operation of law
without Landlord's prior written consent, which shall not be unreasonably
withheld, conditioned or delayed, except that this Lease may be assigned
and all or any portion of the Premises sublet without Landlord's consent to
a wholly owned subsidiary or parent of Tenant, or to the entity with which
or into which Tenant may merge, whether or not Tenant is the survivor of
such merger, or to the purchaser of substantially all of the assets of
Tenant located at the Premises, provided Tenant shall give Landlord written
notice of such assignment. A transfer of Tenant's stock shall not be deemed
an assignment. In the event such written consent shall be given, no other
or subsequent assignment or subletting shall be made without the previous
written consent of Landlord, whose consent shall not be unreasonably
withheld, conditioned or delayed. In the event the Premises or a portion
thereof is sublet (other than in the event of a permitted transfer) rent
paid to Tenant in excess of the rent payable hereunder shall be split
equally between Landlord and Tenant after all costs are deducted which were
incurred by Tenant attributable to subleasing such space.
19. TENANT DEFAULT. If Tenant fails to comply with any obligation set forth in
this Lease within thirty (30) days (or five (5) business days for any
monetary default) after receipt of notice of such failure, then, Landlord
may with or without further notice or demand, at Landlord's option, and
without being deemed guilty of trespass and/or without prejudicing any
remedy or remedies which might otherwise be used by Landlord for arrearages
or preceding breach of covenant or condition of this Lease, enter into and
repossess said Premises and expel the Tenant and all those claiming under
Tenant. In such event Landlord may eject and remove from the Premises all
goods and effects (forcibly if necessary). This Lease if not otherwise
terminated may immediately be declared by Landlord as terminated. The
termination of this Lease pursuant to this Section 19 shall not relieve
Tenant of its obligations to make the payments required herein. In the
event this Lease is terminated pursuant to this Section 19, or if Landlord
enters the Premises without terminating this Lease and Landlord relets all
or a portion of the Premises, Tenant shall be liable to Landlord for all
-15-
reasonable costs of reletting. Tenant shall remain liable for all unpaid
rental which has been earned plus late payment charges and any deficiency
between the net amounts received following reletting and the gross amounts
due from Tenant, or if Landlord elects, Tenant shall be immediately liable
for all rent that would be owing to the end of the term, less any rental
loss Tenant proves could be reasonably avoided, which amount shall be
discounted by the discount rate of the Federal Reserve Bank, situated
nearest to the Premises. Waiver by the Landlord of any default, monetary or
non-monetary, under this Lease shall not be deemed a waiver of any future
default under the Lease. Acceptance of Rent by Landlord after a default
shall not be deemed a waiver of any defaults (except the default pertaining
to the particular payment accepted) and shall not act as a waiver of the
right of Landlord to terminate this Lease as a result of such defaults by
an unlawful detainer action or otherwise. Landlord shall promptly and
continually pursue all commercially reasonable efforts and means to relet
the Premises following a default by Tenant.
20. SUBORDINATION; ESTOPPEL CERTIFICATE. This Lease and all interest and estate
of Tenant hereunder is subject to and is hereby subordinated to all present
and future mortgages and deeds of trust affecting the Premises or the
property of which said Premises are a part; provided, however, that a
condition precedent to Tenant's agreement to subordinate this Lease
pursuant to this section shall be Tenant's receipt of a non-disturbance
agreement duly executed and acknowledged by the mortgagee or beneficiary of
any deed of trust, and in recordable form, that in the event of foreclosure
sale or deed in lieu of foreclosure, for so long as Tenant is not in
default under the terms, covenants and conditions of this Lease, this Lease
shall continue in full force and effect as a direct Lease between the
Tenant and the lender or other succeeding owner of the Premises. Tenant
agrees to execute at no expense to the Landlord, any instrument which may
be deemed necessary or desirable by Landlord to further effect the
subordination of this Lease to any such mortgage or deed of trust. In the
event of a sale or assignment of Landlord's interest in the Premises, or in
the event of any proceedings brought for the foreclosure of, or in the
event of exercise of the power of sale under any mortgage or deed of trust
made by Landlord covering the Premises, Tenant shall attorn to the
purchaser and recognize such purchaser as Landlord. Tenant agrees to
execute, at no expense to Tenant, an estoppel certificate certifying as to
the following matters:
(i) that this Lease is in full force and effect, is binding upon Tenant
and that the Lease has not been modified (or stating all modifications
to this Lease);
(ii) the date to which Rent has been paid, the dates to which Rent has been
paid in advance, and the amount of any security deposit, if any, or
prepaid rent;
(iii) the rentable square footage of the Premises;
(iv) that there are no current defaults which with the giving of notice or
the passage of time or both would constitute a breach or default under
the Lease by Tenant, or to Tenant's knowledge, by Landlord (or
specifying any such defaults);
(v) the Base Rent for the remainder of the Lease term, the Commencement
Date, and the Expiration Date; and
(vi) such other matters pertaining to the Lease as may be reasonably
requested by Landlord or any mortgagee, beneficiary, purchaser or
prospective purchaser of the Premises, the Building or any interest
therein.
21. TENANT IMPROVEMENTS/ALLOWANCE. Landlord shall provide Tenant with a cash
allowance equivalent to $35.00 per rentable square foot or $4,802,035.00
(the "Tenant
-16-
Allowance"). The Tenant Allowance may be used by Tenant for all "hard" and
"soft" costs associated with the Tenant's Work, including, without
limitation, architect and engineer fees, the fee of a Tenant improvement
coordinator, permit and plan costs and fees, paint, carpet, wiring and
cabling, communication systems of every nature, construction and other
costs Tenant incurs in order to build-out the Premises for Tenant's
intended use. Any Tenant cost for Tenant's Work in excess of the Tenant
Allowance shall be entirely the responsibility of Tenant; provided,
however, that in addition to the Tenant Allowance, Landlord shall pay to
Tenant $32,000.00 for Tenant's security system and $50,000.00 for Building
lobby improvements, due upon completion of the security system and/or lobby
improvements as the case may be. The Tenant's Work and the Tenant Allowance
are more fully described in the Tenant Work Letter attached hereto as
Exhibit C.
22. FIBER OPTICS. Tenant shall have the right to install satellite dishes,
fiber optics and related equipment for Tenant's sole use at Tenant's sole
cost, expense and liability, subject to Landlord's approval of the location
and method of installation, which shall not be unreasonably withheld or
delayed for installations that do not interfere with other electronic
installations on the Building. Tenant's rights pursuant to this section
shall include the right to make reasonable replacements, upgrades and
additions subject to the terms of this section.
23. USE OF THE ROOF FOR BUSINESS PURPOSES. Tenant shall have the right to enter
on the roof of the Building from time to time, in accordance with the
provisions of this section and with the prior approval of Landlord, for the
purpose of installing and maintaining, at Tenant's sole cost and expense,
equipment in connection with Tenant's use of the Premises (the "Tenant's
Equipment") at locations, designated by Landlord. Tenant shall submit
drawings, specifications, and installation data for Tenant's Equipment to
Landlord for its approval prior to installation.
Installation of Tenant's Equipment shall be accomplished under the direct
supervision of Landlord and in accordance with reasonable rules and
regulations prescribed by Landlord. Tenant's Equipment shall be grounded in
accordance with Underwriters Laboratories, Inc. requirements.
Tenant shall make no penetration of the Building's roof during installation
or removal of Tenant's Equipment without the prior written consent of
Landlord. Tenant shall be responsible for the cost of repairing all damages
to Landlord's property caused by the installation, operation, repair, or
removal of Tenant's Equipment, except to the extent caused by Landlord, its
contractors, or employees. Furthermore, in the event Landlord determines
that the Building roof must be repaired or resealed as a direct or indirect
result of the installation, maintenance, repair, or removal of Tenant's
Equipment, except to the extent caused by Landlord, its contractors, or
employees, all such repairing and/or resealing shall be performed by
Landlord's designated contractor at Tenant's sole cost and expense.
Upon termination of this Lease, Tenant, at its sole cost, shall at the
request of Landlord remove Tenant's Equipment from the roof of the
Building, subject to the provisions of this section. Removal of Tenant's
Equipment shall be done in a manner satisfactory to Landlord.
If access to the Building roof is required by Tenant at times other than
normal business hours, Landlord reserves the right to charge Tenant any
actual costs incurred by Landlord for overtime wages to Landlord's
employees or contractors.
-17-
Tenant shall obtain and maintain all necessary FCC licenses, if any, and
all other governmental approvals, licenses, and permits required to operate
Tenant's Equipment, which operation shall not interfere with the quiet
enjoyment of any other tenants within the Building.
Tenant agrees that Landlord hereafter shall have the right to install and
to grant others the right to install transmitting equipment, satellite
dishes, antennae, and similar equipment on the roof of the Building, so
long as neither the installation nor operation of such equipment interferes
with the operation of Tenant's Equipment.
Tenant agrees that transmissions from Tenant's Equipment shall not cause
interference with transmissions of other persons currently operating
communications equipment in the business community in which the Building is
located. Upon written notification from Landlord of such interference,
Tenant shall immediately stop operation of Tenant's Equipment and not
resume operation until such interference is cured. Any future agreement
granting another tenant of the Building or any other person the right to
make rooftop installations shall contain a covenant by such other tenant or
person that its installation and operation of rooftop equipment will not
interfere with the operation of Tenant's Equipment, and that if such
interference occurs, such other tenant or other user shall cease
installation or operation of its equipment until such interference is
cured.
24. PURCHASE OPTION. Prior to Landlord listing or actively marketing the
Building for sale, Tenant shall have the right of first offer to purchase
the Building and the real property on which the Building is located. Prior
to listing the Building for sale or otherwise offering the Building for
sale to any party, unless in the event of exchange or trade, Landlord shall
provide Tenant with notice of the availability of the Building for
purchase. This notice will identify the Landlord's intended purchase price
for the property (assuming no sales commissions) and any other material
terms of a proposed sale. Tenant shall have ten (10) business days
following receipt of such notice to notify Landlord of its intent to accept
the same, in which event the parties shall promptly enter into a mutually
acceptable real property purchase and sale agreement containing the agreed
material terms and other terms generally consistent with comparable
commercial real property sales agreements in the Seattle metropolitan area.
25. TELEPHONE SERVICE. If Tenant desires telephonic or any other electric
connection, Landlord, with Tenant's help, will direct the electricians as
to where and how the wires are to be introduced, and without such
directions no boring or cutting external to the Premises for wires in
installation thereof will be permitted. Tenant shall supply its own
requirements for telephone service with respect to the Premises and shall
be allowed to select its providers for telecommunications and other
services. Tenant or its service providers, without charge, shall be allowed
to install T-1 lines, multiple points of entry, and other special
telecommunication facilities, including cabling and connections from
service providers to the Premises. Landlord shall, without charge,
cooperate as needed with Tenant's telecommunications and other service
providers, including, without limitation providing Building information,
providing closet space in the basement of the Building, and signing
required authorizations for installation.
26. RISK. All personal property of any kind or description whatsoever in the
demised Premises shall be at Tenant's sole risk. Landlord shall not be
liable for any damage done to or loss of such personal property or damage
or loss suffered by the business or occupation of the Tenant arising from
any acts or neglect of co-tenants or other occupants of the Building, or of
Landlord or the employees of Landlord, or of any other persons, or from
bursting, overflowing or leaking of water, sewer or steam pipes, or from
the heating or plumbing or sprinklering fixtures, or from electric wires,
or from gas, or odors, or caused in any other manner whatsoever except in
the case of
-18-
negligence or intentional acts on the part of Landlord or its agents.
Tenant shall keep in force throughout the term of this lease such casualty,
general liability and business interruption insurance as a prudent tenant
occupying and using the Premises would keep in force.
27. INSOLVENCY. If Tenant becomes insolvent, or makes an assignment for the
benefit of creditors, or a receiver is appointed for the business or
property of Tenant, or a petition is filed in a court of competent
jurisdiction to have Tenant adjudged bankrupt and either remains
undismissed or a period of sixty (60) days or results in the entry of an
order of relief against Tenant which is not fully stayed within sixty (60)
days after entry, then Landlord may at Landlord's option terminate this
Lease. Said termination shall reserve unto Landlord all of the rights and
remedies available under Section 19 hereof, and Landlord may accept rents
from such assignee or receiver without waiving or forfeiting said right of
termination.
28. BINDING EFFECT. The parties hereto further agree with each other that each
of the provisions of this Lease shall extend to and shall, as the case may
require, bind and inure to the benefit, not only of Landlord and Tenant,
but also of their respective heirs, legal representatives, successors and
assigns, subject, however, to the provisions of Section 18 of this Lease.
It is also understood and agreed that the terms "Landlord" and "Tenant" and
verbs and pronouns in the singular number are uniformly used throughout
this Lease regardless of gender, number or fact of incorporation of the
parties hereto. The typewritten riders or supplemental provisions, if any,
attached or added hereto are made a part of this Lease by reference. It is
further mutually agreed that no waiver by Landlord of a breach by Tenant of
any covenant or condition of this Lease shall be construed to be a waiver
of any subsequent breach of the same or any other covenant or condition.
29. HOLDING OVER. If Tenant holds possession of the Premises after the term of
this Lease, Tenant shall be deemed to be a month-to-month tenant upon the
same terms and conditions as contained herein, except rent which shall be
revised to reflect 125% of the then current amount due under the Lease.
During any month-to-month tenancy, Tenant acknowledges Landlord will be
attempting to relet the Premises. Tenant agrees to cooperate with Landlord
and Tenant further acknowledges Landlord's right to terminate the Lease
with proper notice.
30. TIME FOR PERFORMANCE. If any date for performance hereunder falls on a day
that is a Saturday, Sunday or legal holiday, then such performance shall be
due on the next business day thereafter.
31. ATTORNEY'S FEES. If any legal action is commenced to enforce any provision
of this Lease, the prevailing party shall be entitled to an award of
reasonable attorney's fees and disbursements including those on appeal.
32. NO REPRESENTATIONS. Neither party has made any representations or promises
except as contained herein.
33. QUIET ENJOYMENT. So long as Tenant pays the rent and performs the covenants
contained in this Lease, Tenant shall hold and enjoy the Premises peaceably
and quietly, subject to the provisions of this Lease.
-19-
34. RECORDATION. Tenant shall not record this Lease without the prior written
consent of Landlord, whose consent shall not be unreasonably withheld,
conditioned or delayed. However, at the request of Landlord, both parties
shall execute a memorandum or "short form" of this Lease for the purpose of
recordation in a form customarily used for such purpose. Said memorandum or
short form of this Lease shall describe the parties, the Premises and the
Lease term, and shall incorporate this Lease by reference. Notwithstanding
the foregoing, however, Tenant may record or file this Lease with the SEC
as required by SEC rules and other regulations.
35. MUTUAL PREPARATION OF LEASE. It is acknowledged and agreed that this Lease
was prepared mutually by both parties. In the event of ambiguity, it is
agreed by both parties that it shall not be construed against either party
as the drafter of this Lease.
36. GOVERNING LAW. This Lease shall be exclusively governed by, construed and
enforced in accordance with the laws of the State of Washington.
37. REAL ESTATE COMMISSION. Landlord and Tenant hereby acknowledge that
Washington Partners, Inc. ("Broker") represented Tenant in this transaction
and is due a Leasing Fee equivalent to $7.50 per RSF leased. This Leasing
Fee is an agreed obligation payable by Landlord to Broker. However, the
parties agree that Tenant shall pay the Leasing Fee to Broker in full upon
full execution and delivery of this Lease and, in turn, shall be entitled
to credits therefor as pre-paid rent for months 12, 24, 48 and 72 of the
Initial Term hereof as otherwise provided in Sections 1(n) and 5(b) above
herein. To the extent, if any, that the Pre-Paid Rent attributable to
months 12, 24, 48 and 72 exceeds the Leasing Fee, Tenant shall pay any such
excess to Landlord as soon as the same is ascertainable. Each party shall
indemnify and hold the other harmless from any claim for a commission by
any other broker allegedly acting on such party's behalf.
38. NOTICES. Any notice under this Lease must be in writing and be personally
delivered, delivered by recognized overnight courier service or given by
mail or via facsimile. Any notice given by mail must be sent, postage
prepaid, by certified or registered mail, return receipt requested. All
notices must be addressed to the parties at the following addresses or at
such other addresses as the parties may from time to time direct in
writing:
LANDLORD: ▇▇▇▇▇ Real Estate Holdings XXV, L.L.C.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇
TENANT: F5 Networks, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Chief Accounting Officer
Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇
Any notice will be deemed to have been given, if personally delivered, when
delivered, and if delivered by courier service, one (1) business day after
deposit with the courier service, and if mailed, two (2) business days
after deposit at any post office in the United States of America, and if
delivered via facsimile, the same day as verified, provide that any notice
delivered via facsimile must also be delivered via another means of
delivery hereunder; provided that any verification that occurs after 5 p.m.
on a business day, or at any time on a Saturday, Sunday or holiday, will be
deemed to have been delivered on the following business day.
-20-
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day
and year first above written.
LANDLORD: TENANT:
▇▇▇▇▇ REAL ESTATE HOLDINGS F5 NETWORKS, INC.,
XXV, L.L.C., a Washington limited a Washington corporation
liability company
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ Illegible
--------------------------------- ------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇, Managing Member Its: SVP & CAO
[ACKNOWLEDGEMENTS APPEAR ON THE FOLLOWING PAGE]
-21-
STATE OF WASHINGTON )
)ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that ▇▇▇▇▇▇ ▇▇▇▇▇ is
the person who appeared before me, and said person acknowledged that he signed
this instrument as the Managing Member of ▇▇▇▇▇ REAL ESTATE HOLDINGS XXV,
L.L.C., a Washington limited liability company, and acknowledged it to be the
free and voluntary act of such limited liability company for the uses and
purposes mentioned in the instrument, and on oath stated that he was authorized
to execute this instrument on behalf of such limited liability company.
DATED: October 31, 2006
(SEAL) /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
(Signature)
▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
(Please print name legibly)
NOTARY PUBLIC in and for the State of
Washington, residing at Fall City, Wa
My commission expires 6.1.10
STATE OF WASHINGTON )
)ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ is
the person who appeared before me, and said person acknowledged that HE signed
this instrument as the SVP & CAO of F5 NETWORKS, INC., a Washington corporation,
and acknowledged it to be the free and voluntary act of such corporation for the
uses and purposes mentioned in the instrument, and on oath stated that HE was
authorized to execute this instrument on behalf of such corporation.
DATED: 10.31.2006
(SEAL) /s/ ▇▇▇▇▇▇▇▇▇ ▇. ROHANOWSKA
----------------------------------------
(Signature)
▇▇▇▇▇▇▇▇▇ ▇. ROHANOWSKA
----------------------------------------
(Please print name legibly)
NOTARY PUBLIC in and for the State of
Washington, residing at Seattle, WA,
King County
My commission expires 09.09.2009
-22-
EXHIBIT A
TO
OFFICE LEASE AGREEMENT
Floor Plans of Premises
(FLOOR PLAN)
(FLOOR PLAN)
(FLOOR PLAN)
(FLOOR PLAN)
(FLOOR PLAN)
(FLOOR PLAN)
(FLOOR PLAN)
(FLOOR PLAN)
EXHIBIT B
TO
OFFICE LEASE AGREEMENT
(FLOOR PLAN)
B-1
(FLOOR PLAN)
B-2
(FLOOR PLAN)
EXHIBIT C
TO
OFFICE LEASE AGREEMENT
Tenant Work Letter
TENANT WORK LETTER
F5 Networks, Inc. (hereinafter called "Tenant") and ▇▇▇▇▇ Real Estate Holdings
XXV, LLC (hereinafter called "Landlord") are executing simultaneously with this
Tenant Improvement Work Letter (the "Work Letter") and a written Lease (the
"Lease") for space in the building known as ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. As further consideration to entering into the Lease, Landlord
and Tenant mutually agree to the following terms and conditions.
I. LANDLORD WORK AT LANDLORD EXPENSE
Landlord shall complete the Building Shell and Core in substantial
accordance with Exhibit D to the Lease entitled Building Shell and Core
Outline Specifications (the "Landlord Work"). As used in this Lease, the
"Delivery Date" shall be the date the Premises are sufficiently complete to
allow Tenant to commence construction of Tenant's improvement work (the
"Tenant Work") when Landlord has substantially completed the following
items of its Landlord Work and delivered possession of the Building to
Tenant for the purpose of commencing the Tenant Work including the
following, provided that in the event the Delivery Date is delayed due to
Tenant Delay, then the Delivery Date shall be the date on which the
Delivery Date would have occurred but for the Tenant Delay:
A. Building is fully enclosed and water tight, including the roof and
permanent exterior walls and windows.
B. Power and lighting and electrical service all available as described
in Exhibit D to the Lease for distribution by the Tenant; and
C. There shall be evidence reasonably satisfactory to Tenant that:
1. The balance of the Landlord Work can be completed prior to the
Lease Commencement Date; and
2. The Tenant's contractor is able to proceed efficiently with the
Tenant Work, subject to a requirement of reasonable coordination
and cooperation with Landlord's Shell and Core contractor.
Tenant may begin the Tenant Work prior to the above items being completed
at Tenant's election, provided that the Tenant's decision to begin the
Tenant Work shall not interfere with the Landlord's Substantial Completion
of the Premises.
Except as set forth above and as defined in Exhibit D, all work,
improvements, finishes and/or equipment required by Tenant and/or specified
in the approved Tenant Plans for the Premises shall be considered the
Tenant Work.
II. LANDLORD WORK AT TENANT EXPENSE
C-1
Upon request by Tenant, Landlord will have certain Building Shell and Core
work that exceeds the scope of the Landlord Work, as defined above,
completed during the normal course of construction of the Building Shell
and Core. This work shall hereinafter be referred to as "Shell and Core
Tenant Upgrades." Once the scope of the Shell and Core Tenant Upgrades are
known, Landlord shall provide Tenant with a budget for these Upgrades. All
Shell and Core Tenant Upgrades, including the cost for same, shall be
authorized in writing by Tenant and approved in writing by Landlord on the
same basis as the approval of Tenant's Plans (see Section III.A.4 below).
All Shell and Core Tenant Upgrades shall be performed by Landlord's
contractor under Landlord's supervision.
III. THE TENANT WORK
A. TENANT'S PLANS. Tenant shall employ an architect/space planner
("Tenant's Architect") as its architect to provide information to
Landlord as necessary for the completion of Shell and Core Tenant
Upgrades and to prepare architectural drawings and specifications for
all layout and improvements to the Premises not included in the
Landlord Work. Tenant shall also employ all necessary engineers (the
"Tenant's Engineers") to prepare technical working drawings and
specifications for all the Tenant Work, including structural
alterations, mechanical and electrical work. All such drawings and
specifications are referred to herein as "Tenant's Plans" and shall
include the "Preliminary Plans", "M&E Working Drawings" and "Issued
for Construction Documents" all of which are hereinafter defined.
Tenant's Plans shall be in form and detail sufficient to secure all
required governmental approvals and shall be completed on Auto-Cad
(Version 14 or higher).
Tenant's Architect and Tenant's Engineers shall be reasonably
acceptable to Landlord and Tenant. ▇▇▇▇▇▇▇▇▇ Co. (mechanical) and the
Gerber (electrical) are hereby approved as Tenant's Engineers for
mechanical and electrical engineering work. Other architects and
engineers required in the course of Tenant's Plans will be as mutually
approved.
1. PRELIMINARY PLANS. The Preliminary Plans shall be a schematic
plan (1/8" scale) for the Premises for special structural and
loading requirements in excess of those provided for in Exhibit
D __________________ will be provided to Landlord prior to
January 1, 2007. The cost of increasing the floor loads beyond
those identified in Exhibit D, shall be a Shell and Core Tenant
Upgrade.
2. MECHANICAL AND ELECTRICAL ENGINEERED WORKING DRAWINGS AND
SPECIFICATIONS ("M & E WORKING DRAWINGS"). The Tenant Plans shall
be engineered to provide for complete mechanical and electrical
operating systems. Tenant shall contract with Tenant Engineers
and cause them to prepare M & E Working Drawings showing complete
plans for electrical and mechanical systems including but not
limited to, life safety, automation, plumbing, and air cooling,
ventilating, heating and temperature controls. Tenant shall use
Landlord's engineers for this work: Key (mechanical) and ▇▇▇▇▇▇▇▇
& Associates (electrical) with the Tenant also having the option
to use ▇▇▇▇▇▇▇▇▇ Co. and Gerber.
3. ISSUED FOR CONSTRUCTION DOCUMENTS. The Issued for Construction
Documents shall consist of all drawings (1/8" scale) and
specifications necessary to construct all Tenant Work in form and
detail sufficient to secure all required governmental approvals
and to demonstrate conformity with the Landlord's standards and
quality. Tenant's Architect and
C-2
Tenant's Engineers are responsible for having all mechanical,
electrical, life safety and Tenant Work required structural
drawings complete.
4. APPROVAL BY LANDLORD. Tenant's Plans shall be subject to
Landlord's approval, which approval shall not be unreasonably
withheld, conditioned or delayed. Landlord shall be entitled to
withhold approval if the proposed plans and specifications (i)
interfere with the structural integrity of the Building, (ii)
overload the utility systems of the Building, (iii) violate any
applicable laws or regulations, or (iv) materially affect the
architectural integrity of the Building. If Landlord disapproves
of any of Tenant's Plans, Landlord shall advise Tenant in
reasonable detail of required revisions and the reasons therefor.
After being so advised by Landlord, Tenant shall promptly submit
a redesign, incorporating the revisions required by Landlord, for
Landlord's approval. If Tenant has reason to dispute any Landlord
disapproval, then the parties shall meet within 5 days and
attempt to resolve the dispute.
If the Parties are unable to resolve their differences as to
Tenant's Preliminary Plans within 5 days after meeting, then
either party may initiate an arbitration procedure by notifying
the other Party of the need to submit their disagreements to
binding and final arbitration by a mutually acceptable arbitrator
with at least ten (10) years commercial office design experience.
If the parties are unable to agree on the arbitrator within a
period often (10) days of notice, then either party may request
resolution by a single arbitrator before the American Arbitration
Association, as set forth at the end of Lease Section 3(c).
5. SUBMISSION BY TENANT. Tenant shall submit Tenant's Plans to
Landlord on or before the following dates:
January 1, 2007: Structural floor load requirements.
August 1, 2007: All remaining Tenant Plans.
6. PERMITS. Tenant shall be responsible for the cost and scheduling
of the submission of Tenant's Plans, in a timely manner, for plan
check by the City of Seattle and the obtaining of a building
permit for the Tenant Work; excepting all permits required for
the communication conduits addressed in the "Communications and
Data Considerations" section of Exhibit D to the Lease, which
shall be Landlord's responsibility.
B. TENANT IMPROVEMENT CONSTRUCTION
1. Tenant shall be responsible for the construction of the Tenant
Work in accordance with approved Tenant Plans.
2. Tenant shall, upon completion of Tenant's Plans, directly
contract for the Tenant Work itself. When a contract is executed
between the selected contractor and Tenant, said contractor shall
be referred to as "Tenant's Contractor." Tenant agrees to
cooperate with Landlord and Tenant's Contractor in the completion
of the Tenant Work by responding to Landlord's and Tenant's
Contractor's requests for information in a timely fashion and
Landlord agrees to respond similarly to Tenant and Tenant's
Contractor.
3. Tenant shall submit to Landlord a preliminary cost estimate for
the Tenant Work
C-3
and shall provide to Landlord a final pricing for the Tenant Work
when received from Tenant's Contractor but not later than fifteen
(15) days prior to the commencement of the Tenant Work.
4. Tenant's construction contract with Tenant's Contractor shall be
a guaranteed maximum price contract (the "Tenant Improvement
Construction Contract") and shall contain a construction
schedule (the "Tenant Improvement Construction Schedule") for
construction of the Tenant Work. The guaranteed maximum price
specified in the Construction Contract shall include all costs
and fees for construction of the Tenant Work with the exception
of any required governmental permit fees, professional fees and
Washington State Sales Tax.
C. SCHEDULE. Provided that Tenant meets the scheduled deadlines for
preparation and approval of Tenant's Plans, the Delivery Date, subject
to any Tenant Delay or Force ▇▇▇▇▇▇ Event, shall be November 1, 2007.
D. LANDLORD'S ALLOWANCE FOR TENANT WORK
1. Landlord shall provide to Tenant a total "Tenant Allowance" as
provided in Section 21 of the Lease. The Tenant Allowance shall
be applied first toward the costs relating to Shell and Core
Tenant Upgrades, if any, including applicable Washington State
Sales Tax, then toward the construction of the Tenant Work shown
on the final approved Tenant's Plans, including applicable
Washington State Sales Tax. 2. Landlord shall pay the cost of the
Tenant Work, up to the maximum allowance, directly to the Tenant
as more fully described in Section IV below.
E. TENANT DELAY
The term "Tenant Delay" shall mean any delay in the occurrence of the
Delivery Date or completion of Landlord's Work resulting from:
(a) Any Tenant materials, finishes or installations called for on the
Tenant Plans which are not readily available and, as a result,
adversely affect the schedule;
(b) Any modification by Tenant to the Tenant's Plans that adversely
affects the schedule; or
C-4
(c) Any act by Tenant or its agents and contractors in installing any
tenant fixtures or equipment that unreasonably delays the
issuance of the Certificate of Occupancy or temporary Certificate
of Occupancy for the Premises.
Landlord shall make commercially reasonable efforts to mitigate the
effect of any event that would otherwise cause Tenant Delay, provided
that Landlord shall not be required to expend additional funds to
mitigate Tenant Delay unless Tenant agrees in writing to reimburse
Landlord for such costs.
F. LANDLORD DELAY
The term "Landlord Delay" shall mean those construction events within
the reasonable control of Landlord (i.e. excluding Tenant Delay or
Force Majeure Event) to the extent such event causes:
(a) a material and unexpected interference with Tenant's construction
of the Tenant Work and resulting delay in substantial completion
of the Tenant Work, or
(b) a delay in the Delivery Date beyond the date specified in the
Lease and this Exhibit C.
Tenant shall make commercially reasonable efforts to mitigate the
effect of any event that would otherwise cause Landlord Delay,
provided that Tenant shall not be required to expend additional funds
to mitigate Landlord Delay unless Landlord agrees in writing to
reimburse Tenant for such costs.
G. COOPERATION
The parties agree to use best efforts to cause each of their
respective consultants, architects, engineers and contractors to
cooperate with one another so that the Landlord Work and Tenant Work
are promptly, diligently and efficiently constructed.
H. PUNCH LIST
Within twenty (20) days after Completion of the Building Shell and
Core, Tenant shall supply to Landlord a written punch list setting
forth readily apparent additional corrective non-warranty work to the
Building Shell and Core which Tenant believes is required to be
performed pursuant to the requirements of Exhibit D. Once Landlord has
been provided with a punch list in accordance with the foregoing, and
agrees with the content of the punch list, Landlord shall within
thirty (30) days of receipt of the punch list take such measures as
are necessary to correct such defective work.
IV. ADMINISTRATION OF WORK
A. LANDLORD REIMBURSEMENT
1. Landlord shall at the direction of Tenant either reimburse Tenant
or directly pay Tenant's Contractor (up to the maximum amount of
the Tenant Allowance remaining after reductions for Shell and
Core Tenant Upgrades) for the Tenant Work on a monthly basis,
within twenty (20) days after the receipt and approval from the
representative of the Landlord's Construction Lender of a draw
request from Tenant's contractor, accompanied by a signed
Application and Certificate
C-5
for Payment (in AIA format) from Tenant's Architect confirming
that the work covered by such draw request has been completed to
its satisfaction. So long as the draw request is accompanied with
the proper documentation as noted, Landlord's Construction Lender
shall not withhold its approval and shall agree to pay such draw
request when due; in the event Landlord's Construction Lender
delays or withholds payment of any such draw request for any
reason other than Tenant's non-compliance with the Lease and this
Exhibit C, Landlord shall then promptly fund the draw request
notwithstanding the Lender's position. This payment request shall
also be accompanied by partial conditional lien releases from
Tenant's Contractor covering the Tenant Work performed and/or
materials and labor supplied through the date of each application
for payment and full conditional lien releases from each
subcontractor and supplier which has at that stage completed its
work and confirmation from Tenant that its general contractor is
not in default and that the percentage of work completed on the
draw request is accurate. The reimbursement shall be calculated
on a percentage-of-completion basis. After completion of one
hundred percent (100%) of the Tenant Work, Landlord shall either
reimburse Tenant or directly pay Tenant's Contractor for the then
unreimbursed balance of the allowance for the Tenant Work minus
any mutually agreed holdback for uncompleted punch list items,
within thirty (30) days following receipt of a schedule
reflecting such costs, together with paid invoices supporting
such costs, and satisfaction of all of the following conditions:
(a) Receipt by Landlord of a set of "as built" drawings for the
Tenant Work and a copy of all warranties in effect with
respect to such Tenant Work;
(b) Receipt by Landlord of a certificate from the Tenant's
Architect confirming that all Tenant Work have been
performed in accordance with the approved plans and
specifications, governing codes and ordinances and all punch
list items, except mutually agreed items have been
corrected;
(c) Receipt by Landlord of reasonable evidence of payment by
Tenant of all other costs, including extras and change
orders, to its construction contract;
(d) The receipt of lien releases from the general contractor and
all other persons who performed work on or supplied
materials for use in or otherwise have lien rights with
respect to the Tenant Work.
2. Upon completion of all punch list items, the remainder of the
Tenant Allowance, if any, shall be disbursed to Tenant.
3. If any lien is filed with respect to the Premises during the
course of construction of the Tenant Work, Tenant shall notify
Landlord in writing describing the cause of the lien and, if lien
is for reason other than nonpayment by Landlord, the Tenant shall
remove or otherwise satisfy the lien.
B. CHANGES, ADDITIONS OR ALTERATIONS
1. TENANT REQUESTED CHANGES. If Tenant shall request any change,
C-6
addition or alteration in any of the work shown in the Tenant's
Plans after Landlord's approval thereof (whether the result of
governmental requirement or otherwise), Tenant shall promptly
give Landlord a written description of the changes requested and
submit to Landlord plans and specifications describing such
change. Provided the plans and specifications are complete,
Landlord shall expeditiously (but in no event longer than within
five (5) business days after receipt of the complete plans and
specifications) review such plans and specifications and provide
to Tenant written approval of proposed changes. Landlord's
approval shall be governed by Section III.A.4. above.
Notwithstanding the foregoing, the costs of any Change Order
relating to the Tenant Work shall be applied against the Tenant
Work Allowance to the extent of any remaining balance thereof.
Notwithstanding anything herein to the contrary, Landlord shall
have no obligation to agree to or complete any Change Order if
and to the extent any delay resulting or possibly resulting from
the same jeopardizes the Delivery Date of the Premises, unless
Tenant accepts total responsibility for such delay and reasonably
compensates Landlord for such delay.
2. CHANGES DURING CONSTRUCTION (Shell and Core Tenant Upgrades and
Tenant Work). Revisions to the Shell and Core Plans or Tenant
Plans, if any, are to be accommodated by Field Change Orders. A
"Field Change Order" is a document which outlines the scope of a
requested change in the Work as defined by the Shell and Core
Plans and Tenant Plans and bears the signature of Tenant and
Landlord representatives approving such change in scope. All such
plans, specifications, and Field Change Orders shall be approved
by Landlord and Tenant prior to being executed or acted upon by
the Landlord's or Tenant's Contractors. Landlord and Tenant shall
be given 24 hours to respond without causing a Landlord or Tenant
Delay unless otherwise specified in said Field Change Order. In
the event the Field Change Order increases the cost of the Shell
and Core or Tenant Work beyond the maximum Tenant Work Allowance,
Tenant shall pay for the work per the terms of this Exhibit and
the Lease. As for Tenant Work, Tenant shall pay its Contractor
per the terms of the construction contract between the Tenant and
its Contractor.
C-7
EXHIBIT D
TO
OFFICE LEASE AGREEMENT
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ WEST BUILDING OFFICE
TENANT BUILDING SHELL AND CORE OUTLINE SPECIFICATIONS
The Building Outline Specifications which follow are intended to establish the
scope and quality of finishes, materials and systems to be furnished by Landlord
for the construction of the basic Building Shell and Core, as well as the
parking structure and landscaped surface parking areas (together referred
therein as the "Shell and Core"). The Building Outline Specifications are
intended to govern the development of the building drawings through the
completion of the final building working drawings and specifications ("The
Contract Documents"). Capitalized terms used and not defined shall have the
meanings given them in the Lease.
Landlord is committed to developing a long-term investment quality product,
which has lasting quality and landmark stature and will be considered in all
respects a first class office building development. This Outline Specification
may be amended, through mutual consent of the parties, during the completion of
the design development and construction document phases of the design of the
buildings. The cost of all maintenance following initial installation shall be
as provided under the Lease.
FOUNDATION SYSTEM 1. The foundation system shall be designed
based upon good engineering practice,
soils bearing analysis from a geotechnical
engineer and structural load calculations.
For Typical floor load capacities for all
office floors, see Superstructure System
below, including all exceptions.
2. The foundation system will be constructed
with moisture protection and foundation
drains designed to provide a dry condition
in all occupied areas including the
storage and equipment spaces.
3. The garage floor will contain floor drains
with sand/oil interceptors as required by
code.
SITE WORK AND LANDSCAPING 1. All landscaping and site work shall comply
with city ordinances, as well as the Site Plan
and Landscaping Plan approved by the City of
Seattle Department of Construction and Land
Use. Tenant's input will be considered.
2. Pedestrian plaza with building drive up and
surface parking area at North end of building.
The plaza area will include landscaping and a
sculpture features as developed by the project
design team and as approved by DPD/Land Use.
D-l
3. Parking will be contained in a structured
parking facility under the entire length of the
site and at the plaza area surface landscaped
parking area.
4. Site lighting shall be consistent with other
parts of the Project. Buildings will have site
fixtures to provide supplemental pedestrian
area lighting. A minimum of 1 foot-candle will
be maintained at all egress areas as per code.
5. The building will be provided with a secured
service loading area and a trash disposal area.
All trash areas shall have capacity for
disposal of recycling materials.
6. Landlord shall provide the bicycle parking
area with a bicycle rack.
SUPERSTRUCTURE SYSTEM 1. The garage framing will be composed of
cast-in-place concrete columns spaced at
approx. 32' o.c. supporting typical two
way post-tensioned floor slabs. The office
framing will be constructed of reinforced
concrete utilizing an approximate 9.0 inch
thick post-tensioned flat slab. The office
floors shall be designed for:
Live load Partition Load Allowance Mech Equip
--------- ------------------------ ----------
Load
Flrs 1&2 l00psf 20psf l0psf
Flrs 3,4&5 80psf 20psf l0psf
2. Floor-to-floor heights to be a minimum of
11' -4", floors 3, 4 & 5 and a maximum 15'
- 0" floors 1&2.
Stairs in stair towers will be equal or
superior to concrete filled steel pan
stairs.
ROOF SYSTEM 1. Roofs shall be warranted by the specified
manufacturer for a minimum often (10)
years and a maximum of twenty [20] years.
EXTERIOR WALL SYSTEM 1. The primary Building spandrel and column
cap material shall be a combination of
laid-in-place structural brick and
panelized structural brick veneer. A
secondary spandrel facade shall consist of
panelized horizontal aluminum material
with a Kynar-type coated finish to match
curtain wall aluminum sash. Exterior
vision glass will be Viracon VE1-42 low E
coated one-inch (I") insulated glass
system (typical size 5' 0" wide by 6' 0"
high). A 7'0" high vision glass section is
available on Floors 1
D-2
and 2. Opaque spandrel glazing material
shall be equal to Viracon VE1-42 single
pane with custom color ceramic frit and
insulated per code Vision glass will be
supported in aluminum frames with a Kynar-
type coated finish. The overall U-value
for the entire facade shall be designed to
satisfy the current City of Seattle
Amendments to the Washington State Energy
Code.
2. Building main entry Storefront shall
consist of one [1"] inch insulated clear
glass system supported in aluminum sash
framing with Kynar-type coated finish.
Push/pull entry hardware will be stainless
steel finish, typically. Hinges and
hardware will be compatible with the
Americans with Disabilities Act criteria.
All building entry doors shall be
connected to the building card key
security system. All entry doors shall be
card reader operable.
INTERIOR FINISHES
Garage Elevator Lobbies
a. Floor: Building Standard Level loop "walk off mat"
type carpeting
▇. ▇▇▇▇▇: Gypsum wallboard with painted finish,
typically.
c. Elevator Fronts: Stainless steel door panel and door frame,
typically throughout.
d. Ceiling: 2X2 suspended acoustical ceiling. At Tenant
option, Tenant shall have the right to install
2X4 ▇▇▇▇▇▇▇▇▇ Second Look tiles or equal which
shall be know as the building standard
acoustical ceiling.
e. Lighting: Building standard 2X2 recessed indirect
Fluorescent fixtures.
First Floor Entry and
Elevator Lobbies
a. Landlord Additional Per Section 21 of the Lease, Landlord is
Allowance providing an allowance of $50,000 for Tenant to
pay for costs associated with building out the
First Floor Entry and Elevator Lobby.
b. Elevator Fronts: Stainless Steel door panels and door frames.
c. Entry Doors: Aluminum framed clear glass doors with brushed
stainless steel hardware trim, as specified
above. Entry Doors shall be installed with an
electronic strike and or lock set compatible
with Tenant
D-3
security card reader system. The card reader
security system shall be compatible with the
Tenant's existing security system at ▇▇▇▇▇▇▇
▇▇▇▇ Campus.
d. Stair Doors: Natural finish maple veneered wood doors with
painted hollow metal frames.
Tenant Floors (1 through 5)
and Elevator Lobbies (floors 2
through 5)
a. Floors Concrete ready for Tenant finish.
▇. ▇▇▇▇▇: All perimeter walls, columns, core walls
(including the elevator cabs, stair ▇▇▇▇▇,
bathrooms, etc.) to have GWB installed with
reveals (primed and sanded, ready for Tenant
paint).
c. Ceiling GWB Fascia and Soffit [finish taped, sanded and
primed, ready for painting under Tenant
Improvement phase] with building standard
acoustical ceiling insert and 2X2 recessed
indirect fluorescent fixtures (primed and
sanded, ready for Tenant Paint.
d. Elevator Fronts/ Stainless steel doors panels and door frames,
Entries: typically throughout.
Restrooms
a. Floors: Mosaic Floor tile- Shall be 2"X2" unglazed
porcelain tile, one color for the field area
with one color accent tile.
b. Base: Mosaic Cove Base tile- Shall be 2"X2"
unglazed porcelain tile to match floor field
color, to extend up wall 6", typical.
▇. ▇▇▇▇▇: Ceramic Wall tile- Shall be nominal 4"X4"
satin glazed ceramic tile, full height on all
wet walls with one [1] color for the field
areas and one [1] color an accent tile. Walls
shall be painted with high quality washable
enamel paint. Full height and width mirrors
over vanity tops with light cove.
d. Ceiling: Suspended building standard acoustical ceiling
tile.
e. Lighting: Valance style fluorescent strip lighting over
stalls and vanity, with building standard
recessed compact fluorescent downlights in
center of room.
D-4
f. Vanity Tops: Granite, with 4" granite backsplash
g. Toilet Partitions: Ceiling hung, with baked enamel finish.
h. Plumbing Fixtures: Wall hung vitreous china water closet (water
saver type) equal to Kohler, American Standard
or Eljer.
i. Toilet Accessories: Fully recessed accessories in satin finish
stainless steel equal to Bobrick. Lav top
mounted soap dispensers with 4" spout and
liquid soap containers below counter.
Garage
a. Floor: Concrete slab, finished with paint striping
where applicable.
▇. ▇▇▇▇▇: Perimeter walls with painted finish, typically.
Core walls with painted concrete masonry units,
cast-in-place concrete and GWB.
c. Ceiling: Cast-in-place post tensioned concrete.
d. Lighting: 24 hour lighting using energy efficient
fluorescent strip fixtures with antenna guards.
Lighting levels shall be 1.5 foot-candle
minimum or greater.
e. Graphics: Complete garage graphics including overhead
signage, wall graphics and directional arrows.
GENERAL Gypsum Wall Board ("GWB"): Typical interior
partitions 5/8" GWB on metal studs. GWB
ceilings on metal suspension system. Type X as
required. Moisture resistant at wet and ceramic
tile areas. GWB in Building lobbies and
miscellaneous service rooms.
ELEVATOR SYSTEM The Building will be served by two (2) gearless
traction [MRL], 3,500-pound capacity passenger
elevators and one (1) gearless traction [MRL],
4,000 pound capacity Service/passenger "swing
"elevator. The passenger and Service "swing"
elevators shall extend to all floors of the
Building including the garage. The oversized
"swing car" will be finished like the passenger
elevators and provided with removable
protection pads and may be used solely by
passengers during peak demand periods, and both
passengers and service at other times.
1. The system will include the complete and
workmanlike installation of elevators,
with duplex selective collective
operation.
D-5
2. The system response time, as measured by
registration of hall calls, will not
exceed 30 seconds during any up-peak
demand with all cars in-group service.
3. The elevators will be equipped with
proximity card readers that interface
directly with the Building card access
system. The Building card access system
will provide the flexibility to program
access or denial of access to each card
reader based upon one or a combination of
variables, such as days of the year, month
or week, time of day, or an individual
card. The Building security system will be
capable of printing out a record of each
attempted or actual access at any card
reader in the Buildings.
4. The elevator cabs will be customized
architectural metal wall panels, ceiling
canopies & lighting, handrails; along with
building standard carpet flooring. Cab
supplier shall furnish standard
architectural metal fronts, trims and
accessories.
One (1) car control station will be
provided in each standard cab. One (1) car
control station will be provided in the
service "swing car" cab.
Elevators shall conform to all ADA
requirements. Pads will be provided for
one (1) elevator in the Building (the
"swing car").
Standard cab inside height will be eight
feet (8'). "Swing car" inside height will
be approximately nine feet, six inches (9'
-6").
SECURITY / ACCESS Per Section 21 of the Lease, Landlord is
providing an allowance of $32,000 for Tenant to
pay for costs associated with Tenant installing
a proximity card key security system
controlling access to all exterior doors
building, garage, and lobby and elevator cabs.
Landlord shall install the conduit to all card
reader locations to allow tenant to install the
necessary cable, card readers, and electrical
power for the security system. Within the
office portion of the building, the locations
for the Landlord installed conduit shall be as
follows, 1) at the outside location of the
level 1 main lobby entry door, 2) at the
loading dock vestibule entering the delivery
foyer, 3) at the double doors exiting the
delivery foyer, 4) all conduit and cable
required for installation of Tenant supplied
card readers in the elevator cabs. The
locations for the card
D-6
readers for the parking garage will be as
follows, 1) at an outside location with close
proximity to the entry roll up door to activate
both the entry roll up door and the electronic
arm on the northern portion of the property, 2)
at the bottom of the exit ramp to activate the
exit electronic arm and roll up door on the
southern portion of the property. 3) at the two
separate door entrances at the elevator lobby
of the parking garage. 4) Landlord shall
install and charge against the Tenant
Improvement Allowance the costs associated with
installing conduit with a rated box and
stub-out above the ceilings at each of the
doors in the main stairwells (Stairwell A & B)
This system shall be compatible with Tenant's
existing card key security system at ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇. Subject to Landlord review
of Tenant of Tenant's existing system.
Landlord shall install roll up gates to secure
the parking garage at both the entry and exit
portions of the building and electronic arms at
both the entry and exit locations within the
parking garage. The roll up garage gates and
electronic arms shall be equipped with a rough
in for the card key readers, including, but not
limited to all required conduit.
All Fire Stair doors shall be furnished with
electric lock sets and electric transfer door
hinges OK
MECHANICAL SYSTEM The system will be designed and installed to
meet all current codes.
Performance Criteria: a. Summer outside temperature at 85 degrees,
system maintains 74 degrees inside.
b. Winter outside temperature at 17 degrees,
system maintains 70 degrees inside.
c. Occupant load based on 150 square feet per
person, with people loads calculated 450
but/person, combined sensible and latent.
d. Ventilation air design at 20 CFM per
person.
e. Cost-effective heat reclaim technologies
to be applied as required by code.
f. Provision for "off-cooling" capabilities
of equipment, hydremic riser only.
g. Rooftop equipment will be installed with
refrigerants to meet
D-7
current CFC requirements.
h. Toilet exhaust and other "dirty air"
exhausted directly out of Building at
roof. These shafts will be sized to
accommodate exhausting of electrical and
communication rooms.
i. Mechanical noise levels at the time
Landlord receives the Landlord Shell and
Core Certificate of Occupancy shall be
kept at or below NC 40 with building
standard drop in ceiling throughout.
j. The basic system shall be designed with
capacity to cool miscellaneous equipment
loads of 3.0 ▇▇▇▇▇ per square foot.
HVAC SYSTEM
a. Garage: Ventilation only to provide exhaust per current
codes
b. Building: VAV Rooftop mounted, air handling packaged
units, two [2] Mammoth AH units total. The
rooftop AH units shall provide a minimum
cooling capacity of one ton / 350 square feet
of floor area, on each floor. Roof curbs,
vibration isolation shall be provided. The
Building's rooftop equipment will have capacity
for handling Tenant miscellaneous equipment as
specified above. The equipment will employ DX
units with multiple refrigeration circuits that
will allow off-hour use in selected areas and
still have the advantage of economizer cooling.
System will provide for a full hundred percent
(100%) outside air economizer when atmospheric
conditions are appropriate. Building HVAC will
be monitored and controlled by a Direct Digital
Control (DDC) energy management and
environmental controls system featuring
individual zone control and after-hours
flexibility. Individual zone terminal boxes
will be "pressure independent," series fan
powered perimeter terminal boxes capable of
multi-staged heating and cooling, with cooling
only terminal boxes for interior zones. The
terminal boxes, control wiring and temperature
sensors will be furnished and installed as part
of Tenant work. As part of the Shell and Core
work, the Landlord shall install all medium
pressure horizontal duct work as required to
service one VAV zone per 1000 useable square
feet.
c. HVAC System The computerized environmental control system
Operating Hours: for the equipment will permit an override of
the operating schedule to serve an individual
one or a predefined group of zones, by pushing
a button on the thermostatic sensor.
D-8
PLUMBING Plumbing work shall include design installation
of a complete plumbing system for buildings
including all equipment and systems. All
materials installed shall be new and of
commercial quality with the same brand or
manufacturer used for all similar material or
equipment. Color of all fixtures shall be
white, unless otherwise specified. Enamelware
shall be acid resisting throughout. The
following is a partial list of required systems
and services:
a. Toilet room fixtures as required by all
codes, including ADA.
b. All roof and overflow drains per code.
Provide floor drains with trap primers in
all toilet rooms.
c. Back-flow Preventer (BFP) & Pressure
Reducing Valve (PRV).
d. Drinking fountains shall be furnished as
standard [non-refrigerated] drinking
fountains and per ADA requirements.
e. All waste and vent piping systems
f. All plumbing/piping systems are to be
studded outside the building and include
final connections/coordination to
city/local utilities.
g. Access doors and access panels in finished
walls, floors, or ceiling are required and
shall be unobtrusive.
▇. ▇▇▇▇▇ water piping from roof drains.
i. Condensate drainage system connected to
all mechanical equipment condensate drain
pans, connected in turn to the building
piping system.
ELECTRICAL SYSTEM FOR THE The system will be designed and installed to
BUILDING SHELL meet all applicable current codes
1. Incoming power will be provided to the
Building by the local utility ("Utility")
via a transformer installed and maintained
by the Utility. Power will ~then travel
from the transformer vault to the
Building's main service switchgear which
will have multi-level ground-fault
protection and be sized to provide levels
of service, circuit and devices as
outlined below at a service voltage of 480
volts.
D-9
The main Building service configuration will be
a wye, three-phase, four-wire service. In
addition to utility metering, digital owner
meters for maximum demand, voltage and amperes
will be provided at main service switchgear.
A riser busway, or other reliable feeder
system, will carry full service capacity
through each floor's electrical room from the
main switchgear in each Building. Lighting and
small mechanical system motor loads will be
served from high voltage (480v/277v) panels
located on each floor in Building electrical
rooms throughout the Building at Landlord's
expense. Large mechanical loads will be fed
from the main service switchgear.
Low voltage (208v/120v) loads will be served
through Building Shell & Core distribution dry
type, and there will be a mutually agreed upon
charge against the Tenant Allowance to upgrade
to K-13 rated, 112.5 KVA transformers with
200% secondary neutral in feeders and panels.
Landlord shall also provide one (1) electrical
circuit panel board, with capacity only for 42
20 amp circuit breakers and feed through lugs
located on each floor at Landlord's expense.
Block out openings will be provided by Landlord
in the north and west concrete walls of the
electrical room on floors 1 through 5. The
block out openings shall be sufficient in size
to allow for the installation of electrical
conduit to distribute electrical power to
approximately one half of the floor area on
each floor.
Electrical Power Capacity: Landlord shall provide main (480V/277V)
Building electrical service capacity (amperage)
to satisfy Tenant's reasonable electrical
requirements. The main building electrical
service capacity is designed to provide at
least 18 ▇▇▇▇▇ per square foot of useable area
plus an additional three (3) ▇▇▇▇▇ per square
foot to accommodate Tenant's electrical needs.
All electrical work necessary to install
Tenant's (208V/120V) electrical outlets, and
connect them to the main building electrical
service and Building Shell & Core (208V/120V)
circuit panels shall be provided for under
Tenant Work.
Lighting: a. Lighting unit power density in Building
common and office areas will comply with
current energy code using energy efficient
lighting lamp and ballast technology.
Offices are currently allowed 1.0 ▇▇▇▇▇
per gross square foot of area.
D-10
b. All interior lighting will be fluorescent
fixtures of high quality and various
architectural types (e.g. recessed, wall
sconces, troffer style, etc.). Exterior
lighting will be HID (High Intensity
Discharge) type. Electronic or energy
efficient ballasts will be utilized in all
fixtures.
Tenant shall provide its own lighting
fixtures in the office areas, through its
Tenant Work Allowance.
Communications and Data a. Stacked dedicated, data/telephone closets
Considerations and sleeve access between floors (planned
floor penetrations) and to the roof for
data and communication lines.
b. Provide access only for electrical service
to the roof for power to Tenant's
communication devices.
c. Separate "isolated ground" wire for
sensitive electrical, data and
communications devices. Access available
at all floors. Building grounding system
will not exceed five (5) to ground.
d. Access to perimeter wall areas for
electrical, phone and data outlets, to be
furnished and installed by Tenant, shall
be coordinated in accordance with the
Shell and Core construction schedule.
e. Landlord shall furnish and install four
(4) four (4) inch sleeves at the northern
portion of the foundation at a location to
be mutually agreed upon by Tenant and
Landlord. Tenant shall provide the
location to Landlord no later than October
27, 2006. The sleeves shall allow
underground communication conduits to
provide connectivity between the Tenant's
existing offices at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
and the Tenant's new offices at ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇ West. It will be Landlords
responsibility to secure all necessary
approvals, permits, easements, right of
ways, or any other government approvals
necessary to allow Landlord to install
such communications conduits. Landlord and
Tenant shall use their best efforts to
work with the necessary government
agencies to establish the right to install
the underground conduit to connect ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇. West and ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇.
West. Tenant will be responsible for the
costs associated with installing the
communications conduits.
f. Generic alarm monitoring of mechanical
equipment capability in the event of power
or equipment failure. Critical equipment
will be furnished with contacts only, the
Tenant will furnish a modem to relay
trouble alarms to a PC purchased by Tenant
and located on the premises.
D-ll
Emergency Power a. Shell and Core emergency lighting and
other fire life safety code related
systems shall be powered by code approved
emergency generator power supply.
FIRE PROTECTION AND LIFE 1. Fire sprinkler system will be individually
SAFETY SYSTEMS valved and aligned on each floor.
2. The system shall be equipped with
monitoring devices for 24- hours per day,
seven days per week monitoring by a UL
approved central monitoring station for
smoke, water flow and valve tampering. The
monitoring service shall be an operating
cost.
3. Fire rated doors, smoke detectors, heat
detectors, alarm systems, fire
extinguishers, fire hose cabinets,
standpipes and other such devices will be
provided as required by code for Building
Shell and Core and common areas. A central
fire alarm system capable of supplying an
ADA approved system throughout the
Building will be provided.
All fire safety equipment including sprinklers,
horns and strobes to be installed by Tenant to
meet tenant's space plan.
BUILDING STANDARD The following improvement work shall be
OFFICE AREA FINISHES provided by Landlord as part of its Shell and
INCLUDED WITH THE Core work.
BUILDING SHELL
1. Electrical (480V/277V) service distributed
to each floor set within the building core
with Low voltage (208v/120v) loads to be
served throughout the building shell and
core distribution by dry type transformers
and two (2) 42 circuit electrical panel
boards. Per a mutually agreed upon charge
against the Tenant Allowance, Landlord
will upgrade the Landlord supplied low
voltage (208v/120v) system to a K-13 rated
112.5 Kva transformer with 200% secondary
neutral in feeders and panels. One (1) 42
circuit 120V/208V panel with feed through
lugs. Branch circuit wiring to be
accomplished under Tenant work. (See
Electrical System specification above).
2. Aluminum windowsills, aluminum sill
extensions and aluminum window head.
3. All perimeter walls, columns, core walls
(including the elevator cabs, stair ▇▇▇▇▇,
bathrooms, etc.) to have GWB installed
with reveals (primed and sanded, ready for
Tenant paint).
4. Sprinkler heads and any fire and life
safety equipment installed in
D-12
Building Shell and Core work in accordance
with governing code for unoccupied space.
5. Base HVAC system installed and operating,
including main riser duct distribution on
to each floor including, the horizontal
medium pressure duct as required to
service one (1) zone per 1,000 USF
6. Common area fire alarms, smoke detectors
and exit lights installed per code and in
compliance with the ADA.
7. All building restroom facilities, and
exterior spaces shall be finished in
accordance with governing codes and
ordinances as a part of the Building Shell
and Core.
8. Shell and Core floors shall be flat and
level in accordance with the industry
standards for the type and location of the
installation.
9. Levelor 1" blinds purchased and installed
by Landlord with the cost of same ($0.25
per square foot of NRA) charged against
the Tenant's improvement allowance.
D-13
EXHIBIT E
TO
OFFICE LEASE AGREEMENT
PLANS AND SPECIFICATIONS
1. PLANS: "333 ▇▇▇▇▇▇▇ Avenue Seattle, Washington - General Contractor Review/
VE Revision Set 7/18/06". By ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Associates Architects Rev. #9
7/05/06
2. SPECIFICATIONS: "333 ▇▇▇▇▇▇▇ Outline Specifications" Bid Issue January 23,
2006. By ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Associates Architects, Ltd., P.S.