EXHIBIT 10.17
THREE BELLEVUE CENTER
BELLEVUE, WASHINGTON
OFFICE LEASE AGREEMENT
BETWEEN
THREE BELLEVUE CENTER LLC, a Washington limited liability company
("LANDLORD")
AND
▇▇▇▇▇▇▇▇▇.▇▇▇, INC., a Delaware corporation
("TENANT")
TABLE OF CONTENTS
I. Basic Lease Information....................................... 1
II. Lease Grant................................................... 2
III. Adjustment of Commencement Date; Possession................... 3
IV. Rent.......................................................... 4
V. Compliance with Laws; Use..................................... 8
VI. Security Deposit.............................................. 8
VII. Services to be Furnished by Landlord.......................... 8
VIII. Leasehold Improvements........................................ 9
IX. Repairs and Alterations....................................... 9
X. Use of Electrical Services by Tenant..........................11
XI. Entry by Landlord.............................................11
XII. Assignment and Subletting.....................................11
XIII. Liens.........................................................13
XIV. Indemnity and Waiver of Claims................................13
XV. Insurance.....................................................13
XVI. Subrogation...................................................14
XVII. Casualty Damage...............................................14
XVIII. Condemnation..................................................15
XIX. Events of Default.............................................15
XX. Remedies......................................................15
XXI. Limitation of Liability.......................................16
XXII. No Waiver.....................................................17
XXIII. Quiet Enjoyment...............................................17
XXIV. Relocation....................................................17
XXV. Holding Over..................................................17
XXVI. Subordination to Mortgages; Estoppel Certificate..............17
XXVII. Attorneys' Fees...............................................18
XXVIII. Notice........................................................18
XXIX. Excepted Rights...............................................18
XXX. Surrender of Premises.........................................18
XXXI. Miscellaneous.................................................18
XXXII. Entire Agreement..............................................20
Exhibits
--------
Exhibit A - Outline and Location of Premises
Exhibit A-1 - Legal Description of Property
Exhibit B - Rules and Regulations
Exhibit C - Commencement Letter
Exhibit D - Work Letter Agreement
Exhibit E - Additional Provisions
Exhibit F - Subordination Agreement
Exhibit G - Rooftop Rates
Exhibit H - Form of Letter of Credit
Exhibit I - Ground Lessor Nondisturbance Agreement
Exhibit J - Facade Signage
i
OFFICE LEASE AGREEMENT
This Office Lease Agreement (the "Lease") is made and entered into as of
the ____ day of February, 2000, by and between THREE BELLEVUE CENTER LLC, a
Washington limited liability company ("Landlord") and ▇▇▇▇▇▇▇▇▇.▇▇▇, INC., a
Delaware corporation ("Tenant").
I. Basic Lease Information.
A. "Building" shall mean the building located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇.,
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, Washington, and commonly known as Three Bellevue
Center.
B. "Rentable Square Footage of the Building" is deemed to be 472,410 square
feet.
C. "Premises" shall mean the area shown on Exhibit A to this Lease. The
Premises are located on Floors 8, 9, 10, 11 and 12 of the Building. The
"Rentable Square Footage of the Premises" is approximately 108,973 square
feet (96,951 usable square feet). The precise square footage of the
Premises shall be determined by Landlord and Tenant based upon Tenant's
Final Plans, and once so determined shall not be further adjusted except
to reflect additions to or other modifications of the Premises. Once the
area of the Premises is so determined, the area of the Premises, Base
Rent, Tenant's Pro Rata Share and the Allowance shall be appropriately
adjusted and confirmed in writing by Landlord and Tenant. "Rentable
Area," "rentable square feet" and similar terms shall mean Rentable Area
as determined in accordance with the American National Standard Method of
measuring floor space in office buildings as published by the Building
Owners and Managers Association International dated June 7, 1996
("BOMA"). "Usable Area "and "usable square feet" shall mean Usable Area
as determined in accordance with BOMA.
D. "Base Rent":
Annual Monthly
Annual Rate ------ -------
Period Per Square Foot Base Rent Base Rent
------ --------------- --------- ---------
Years 1 and 2 $22.00 $2,397,405.96 $199,783.83
Years 3 and 4 $23.00 $2,506,379.04 $208,864.92
Year 5 $24.00 $2,615,352.00 $217,946.00
The above amounts are based on a rentable area of 108,973 square feet and
are subject to adjustment as provided in Section I.C above.
E. "Tenant's Pro Rata Share": 23.0675%, subject to adjustment per Section I.C
above.
F. "Term": A period of sixty (60) months, commencing on the later to occur of
(I) May 1, 2000 (the "Target Commencement Date") and, (ii) the date on
which the Landlord Work is Substantially Complete, as determined by Section
III.A. However, notwithstanding anything to the contrary contained in this
Lease, Tenant shall not be obligated to pay Base Rent on the portion of the
Premises located on the eighth (8th) floor of the Building (the "Eighth
Floor") until the earlier of (i) the date one hundred five (105) days after
the Commencement Date; or (ii) the date Tenant first occupies the Eighth
Floor for the Permitted Use. Tenant shall pay all Additional Rent and other
amounts owing under this Lease on the Eighth Floor commencing on the
Commencement Date. The Termination Date shall be the last day of the Term
based upon the actual Commencement Date, provided that if the Termination
Date, as determined herein, does not occur on the last day of a calendar
month, Landlord, at its option, may extend the Term by the number of days
necessary to cause the Termination Date to occur on the last day of the
last calendar month of the Term. Except as set forth is Section III.A
below, Landlord's failure to Substantially Complete the Landlord Work by
the Target Commencement Date shall not be a default by Landlord or
otherwise render Landlord liable for damages. Promptly after the
determination of the Commencement Date, Landlord and Tenant shall enter
into a commencement letter agreement in the form attached as Exhibit C.
G. Tenant allowance(s): $32.00 per square foot of usable area in the
Premises. See Exhibit D.
H. "Security Deposit": $800,000.00.
I. "Guarantor(s)": None.
1
J. "Broker(s)": Colliers International, Inc. representing Landlord and
Leibsohn & Company representing Tenant.
K. "Permitted Use": General office purposes, including a computer/data center
room.
L. "Notice Addresses":
Tenant:
On and after the Commencement Date, notices shall be sent to Tenant at the
Premises, Attention: Chief Financial Officer, with a copy to the attention
of General Counsel. Prior to the Commencement Date, notices shall be sent
to Tenant at the following address:
▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Chief Financial Officer,
Phone #: (▇▇▇) ▇▇▇-▇▇▇▇
Fax #: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to Attention: General Counsel
Landlord: With a copy to:
Three Bellevue Center LLC Equity Office Properties
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Two ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Suite 2200
Attention: Building Manager ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Regional Counsel -
West Region
Payments of Rent only shall be made payable to the order of: Three
Bellevue Center LLC at the address of Landlord stated above.
M. "Business Day(s)" are Monday through Friday of each week, exclusive of New
Year's Day, President's Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day ("Holidays"). Landlord may designate
additional Holidays, provided that the additional Holidays are commonly
recognized by other office buildings in the area where the Building is
located.
N. "Landlord Work" means the work that Landlord is obligated to perform in the
Premises pursuant to this Lease and the work letter agreement (the "Work
Letter") attached as Exhibit D.
O. "Law(s)" means all applicable statutes, codes, ordinances, orders, rules
and regulations of any municipal or governmental entity.
P. "Normal Business Hours" for the Building are 6:00 A.M. to 7:00 P.M. on
Business Days and 8:00 A.M. to 1:00 P.M. on Saturdays.
Q. "Property" means the Building and the parcel(s) of land on which it is
located legally described on Exhibit A-1 attached hereto and, at Landlord's
discretion, the Building garage and other improvements serving the
Building, if any, and the parcel(s) of land on which they are located.
II. Lease Grant.
Landlord leases the Premises to Tenant and Tenant leases the Premises from
Landlord, together with the right in common with others to use any portions of
the Property that are designated by Landlord for the common use of tenants and
others, such as sidewalks, unreserved parking areas, common corridors, elevator
foyers, restrooms, vending areas and lobby areas (the "Common Areas").
2
III. Adjustment of Commencement Date; Possession.
A. The Landlord Work shall be deemed to be "Substantially Complete" on the
date that all Landlord Work has been performed, other than any details of
construction, mechanical adjustment or any other similar matter, the
noncompletion of which does not materially interfere with Tenant's use of
the Premises, and as otherwise defined below. In the event the Landlord
Work has not been completed by June 15, 2000 for reasons other than Force
Majeure or Tenant Delay, then beginning on the Commencement Date Base Rent
and Additional Rent shall be abated one (1) day for each day that
substantial completion of the Landlord Work is delayed (excluding delays
caused by Force Majeure and Tenant Delay) after June 15, 2000; provided,
however, that in the event the Landlord Work has not been completed by
March 31, 2001 for any reason (including Force Majeure) other than Tenant
Delay, then Tenant shall have the right to terminate this Lease upon
written notice to Landlord within 30 days thereafter. However, if Landlord
is delayed in the performance of the Landlord Work as a result of any
Tenant Delay(s) (defined below), the Landlord Work shall be deemed to be
Substantially Complete on the date that Landlord could reasonably have been
expected to Substantially Complete the Landlord Work absent any Tenant
Delay. "Tenant Delay" means any act or omission of Tenant or its agents,
employees, vendors or contractors that actually delays the Substantial
Completion of the Landlord Work, including, without limitation: (1)
Tenant's failure to furnish information or approvals within any time period
specified in this Lease, including the failure to prepare or approve
preliminary or final plans by any applicable due date; (2) Tenant's
selection of equipment or materials that have long lead times after first
being informed by Landlord that the selection may result in a delay; (3)
changes requested or made by Tenant to previously approved plans and
specifications; (4) performance of work in the Premises by Tenant or
Tenant's contractor(s) during the performance of the Landlord Work; or (5)
if the performance of any portion of the Landlord Work depends on the prior
or simultaneous performance of work by Tenant, a delay by Tenant or
Tenant's contractor(s) in the completion of such work.
Notwithstanding anything to the contrary contained herein, the Commencement
Date shall not be deemed to occur until the following conditions shall have
been satisfied by Landlord:
(1) Landlord (A) shall have obtained a temporary Certificate of
Occupancy for the Building and the Premises, or (B) would have
been entitled to the issuance of a temporary Certificate of
Occupancy for the Building and the Premises, but for Tenant
Delay; and
(2) The following items shall have been substantially completed,
except to the extent the noncompletion of such items does not
materially interfere with Tenant's use of the Premises or was
caused by Tenant Delay:
(a) The utility and other systems servicing the Building and
necessary for the operation of the Building or Tenant's
occupancy and full enjoyment of the Premises (such as
elevators, plumbing, heating, ventilating, air conditioning,
electrical and security systems).
(b) The lobby of the Building and the entrances and public
portions (including the garage), stairways, corridors and
elevators (including freight elevators) of the Building; and
(c) The exterior of the Building (including the installation of
glass therein).
The occurrence of the Commencement Date prior to the completion in full of
all work required to be performed by Landlord as provided herein shall not
relieve Landlord of its obligation thereafter to complete the same with due
dispatch and in a workmanlike manner. Without waiving any rights of Tenant,
Landlord, Tenant, and Landlord's and Tenant's architects shall prepare
within thirty (30) days after the Commencement Date or as soon thereafter
as practicable a "punch-list" which shall consist of the items that have
not been, but should have been, finished or furnished by Landlord in the
Premises. Upon presentation of such punch-list to Landlord, Landlord shall,
with all due diligence, proceed to complete and furnish all punch-list
items. If such items relate to shell and core work, they shall be completed
at Landlord's sole cost and expense. If such items relate to Tenant
Improvements, they shall be paid in the same manner that the costs of
3
Tenant Improvements are paid. Any such punch-list items which do not
materially interfere with Tenant's enjoyment of the portion of the Premises
involved shall not delay the Commencement Date with respect thereto.
B. Subject to Landlord's obligation to perform Landlord Work and Landlord's
obligations under Section IX.B., by taking possession of the Premises,
Tenant agrees that the Premises are in good order and satisfactory
condition, and that there are no representations or warranties by Landlord
regarding the condition of the Premises or the Building except as expressly
set forth in this Lease.
C. If Tenant takes possession of the Premises before the Commencement Date,
such possession shall be subject to the terms and conditions of this Lease
and Tenant shall pay Rent (defined in Section IV.A.) to Landlord for each
day of possession before the Commencement Date. Notwithstanding the
foregoing, Landlord shall give Tenant at least 30 days prior written notice
("Completion Notice") of the anticipated Commencement Date and Tenant may
occupy the Premises during the 30-day period prior to the Commencement Date
for the sole purpose of performing improvements or installing furniture,
equipment or other personal property and shall not be obligated to pay Rent
during such period. Tenant shall coordinate its occupancy during such
period with Landlord's Building contractor and the Tenant Improvement
Contractor (if different) and shall not interfere with the construction of
the Tenant Improvements.
IV. Rent.
A. Payments. As consideration for this Lease, Tenant shall pay Landlord,
--------
without any setoff or deduction except as expressly set forth in this
Lease, the total amount of Base Rent and Additional Rent due for the Term.
"Additional Rent" means all sums (exclusive of Base Rent) that Tenant is
required to pay Landlord. Additional Rent and Base Rent are sometimes
collectively referred to as "Rent". Tenant shall pay and be liable for all
rental, sales and use taxes (but excluding income taxes), if any, imposed
upon or measured by Rent under applicable Law. Base Rent and recurring
monthly charges of Additional Rent shall be due and payable in advance on
the first day of each calendar month without notice or demand, provided
that the installment of Base Rent for the first full calendar month of the
Term shall be payable upon Landlord's first disbursement of the Allowance
(as described in Exhibit D). All other items of Rent shall be due and
payable by Tenant on or before 30 days after billing by Landlord. All
payments of Rent shall be by good and sufficient check or by other means
(such as automatic debit or electronic transfer) acceptable to Landlord. If
Tenant fails to pay any item or installment of Rent when due, Tenant shall
pay Landlord an administration fee equal to 5% of the past due Rent,
provided that Tenant shall be entitled to a grace period of 5 days for the
first 2 late payments of Rent in a given calendar year. If the Term
commences on a day other than the first day of a calendar month or
terminates on a day other than the last day of a calendar month, the
monthly Base Rent and Tenant's Pro Rata Share of Expenses (defined in
Section IV.C.) and Taxes (defined in Section IV.D.) for the month shall be
prorated based on the number of days in such calendar month. Landlord's
acceptance of less than the correct amount of Rent shall be considered a
payment on account of the earliest Rent due. No endorsement or statement on
a check or letter accompanying a check or payment shall be considered an
accord and satisfaction, and either party may accept the check or payment
without prejudice to that party's right to recover the balance or pursue
other available remedies. Tenant's covenant to pay Rent is independent of
every other covenant in this Lease.
B. Payment of Tenant's Pro Rata Share of Expenses and Taxes. Tenant shall pay
---------------------------------------------------------
Tenant's Pro Rata Share of the total amount of Expenses (defined in Section
IV.C.) and Taxes (defined in Section IV.D) for each calendar year during
the Term. Landlord shall provide Tenant with a good faith estimate of the
total amount of Expenses and Taxes for each calendar year during the Term.
On or before the first day of each month, Tenant shall pay to Landlord a
monthly installment equal to one-twelfth of Tenant's Pro Rata Share of
Landlord's estimate of the total amount of Expenses and Taxes. If Landlord
determines that its good faith estimate was incorrect by a material amount,
Landlord may provide Tenant with a revised estimate. After its receipt of
the revised estimate, Tenant's monthly payments shall be based upon the
revised estimate. If Landlord does not provide Tenant with an estimate of
the total amount of Expenses and Taxes by January 1 of a calendar year,
Tenant shall continue to pay monthly installments based on the previous
year's estimate until Landlord provides Tenant with the new estimate. Upon
delivery of the new estimate, an adjustment shall be made for any month for
which Tenant paid monthly installments based on the previous year's
estimate. Tenant shall
4
pay Landlord the amount of any underpayment within 30 days after receipt of
the new estimate. Any overpayment shall be refunded to Tenant within 30
days or credited against the next due future installment(s) of Additional
Rent.
Landlord currently estimates that for calendar year 2000 Expenses for the
Building will be $5.50 per rentable square foot and Taxes for the Building
will be $1.25 per rentable square foot.
As soon as is practical following the end of each calendar year, Landlord
shall furnish Tenant with a statement of the actual amount of Expenses and
Taxes for the prior calendar year and Tenant's Pro Rata Share of the actual
amount of Expenses and Taxes for the prior calendar year. If the estimated
amount of Expenses and Taxes for the prior calendar year is more than the
actual amount of Expenses and Taxes for the prior calendar year, Landlord
shall apply any overpayment by Tenant against Additional Rent due or next
becoming due, provided if the Term expires before the determination of the
overpayment, Landlord shall refund any overpayment to Tenant after first
deducting the amount of Rent due. If the estimated amount of Expenses and
Taxes for the prior calendar year is less than the actual amount of
Expenses and Taxes for such prior year, Tenant shall pay Landlord, within
30 days after its receipt of the statement of Expenses and Taxes, any
underpayment for the prior calendar year.
C. Expenses Defined. "Expenses" means all costs and expenses incurred in each
----------------
calendar year in connection with operating, maintaining, repairing, and
managing the Building and the Property to a standard similar to other Class
A office buildings in Bellevue, Washington, including, but not limited to:
1. Labor costs, including, wages, salaries, social security and employment
taxes, medical and other types of insurance, uniforms, training, and
retirement and pension plans.
2. Management fees, the cost of equipping and maintaining a management
office not exceeding 2,000 square feet, accounting and bookkeeping
services and other customary administrative costs. Landlord, by itself
or through an affiliate, shall have the right to directly perform or
provide any services under this Lease (including management services),
provided that the cost of any such services shall not exceed the cost
that would have been incurred had Landlord entered into an arms-length
contract for such services with an unaffiliated entity of comparable
skill and experience. Landlord will engage ▇▇▇▇▇▇ Runstad & Company to
manage the Property for at least two (2) years after the Commencement
Date.
3. The cost of services, including amounts paid to service providers and
the rental and purchase cost of parts, supplies, tools and equipment.
4. Premiums and commercially reasonable deductibles paid by Landlord for
insurance, including workers compensation, fire and extended coverage,
earthquake, general liability, rental loss, elevator, boiler and other
insurance customarily carried from time to time by owners of comparable
office buildings.
5. Electrical Costs (defined below) and charges for water, gas, steam and
sewer, but excluding those charges for which Landlord is reimbursed by
tenants. "Electrical Costs" means: (a) charges paid by Landlord for
electricity; (b) costs incurred in connection with an energy management
program for the Property. Electrical Costs shall be adjusted as
follows: (i) amounts received by Landlord as reimbursement for above
standard electrical consumption shall be deducted from Electrical Costs;
(ii) the cost of electricity incurred to provide overtime HVAC to
specific tenants (as reasonably estimated by Landlord) shall be deducted
from Electrical Costs; and (iii) if Tenant is billed directly for the
cost of building standard electricity to the Premises as a separate
charge in addition to Base Rent, the cost of electricity to individual
tenant spaces in the Building shall be deducted from Electrical Costs.
6. The amortized cost of capital improvements (as distinguished from
replacement parts or components installed in the ordinary course of
business) made to the Property after the Commencement Date which are:
(a) performed primarily to reduce operating expense costs or otherwise
improve the operating efficiency of the Property; or (b) required to
comply with any Laws that are enacted, or first interpreted to apply to
the Property, after the date of this Lease. The cost of capital
improvements shall be amortized by Landlord over the lesser of the
Payback Period
5
(defined below) or 5 years. The amortized cost of capital improvements
may, at Landlord's option, include actual or imputed interest at the
rate that Landlord would reasonably be required to pay to finance the
cost of the capital improvement. "Payback Period" means the reasonably
estimated period of time that it takes for the cost savings resulting
from a capital improvement to equal the total cost of the capital
improvement.
If Landlord incurs Expenses for the Property together with one or more
other buildings or properties, whether pursuant to a reciprocal easement
agreement, common area agreement or otherwise, the shared costs and
expenses shall be equitably prorated and apportioned between the Property
and the other buildings or properties. Expenses shall not include:
(a) the cost of capital improvements (except as set forth above);
(b) depreciation; interest (except as provided above for the
amortization of capital improvements);
(c) principal payments of mortgage and other non-operating debts of
Landlord;
(d) the cost of repairs or other work to the extent Landlord is
reimbursed by insurance or condemnation proceeds;
(e) costs in connection with leasing space in the Building, including
brokerage commissions;
(f) lease concessions, including rental abatements and construction
allowances, granted to specific tenants;
(g) costs incurred in connection with the sale, financing or
refinancing of the Building;
(h) fines, interest and penalties incurred due to the late payment of
Taxes (defined in Section IV.D) or Expenses;
(i) organizational expenses associated with the creation and
operation of the entity which constitutes Landlord; or any penalties or
damages that Landlord pays to Tenant under this Lease or to other tenants
in the Building under their respective leases;
(j) costs resulting from the correction of any latent construction
defects in all or any portion of the Building, or any condition that is, as
of the Commencement Date of this Lease, not in compliance with applicable
laws, codes, rules or regulations;
(k) the costs of renovating or otherwise improving or decorating,
painting or redecorating space (exclusive of common areas) for any tenants
or other occupants of the Building or Project, including, without
limitation, Tenant;
(l) Landlord's general overhead and any other expense not directly
related to the Building or Project;
(m) all items, services and/or goods for which Tenant or any other
tenant, occupant, person or other party is obligated to reimburse, and does
reimburse, Landlord;
(n) brokerage, legal and professional fees expended by Landlord in
connection with negotiating and entering into any leases and any related
instruments with any tenant or other occupant of any portion of the
Building, and the enforcement of any such instruments; or which are
expended or incurred by Landlord in connection with the negotiation and
entering of sale, financing, partnership or similar transactions pertaining
to the Building;
(o) wages, salaries and other compensation paid to employees of the
Landlord at the Building who are above the level of general manager or
Building manager;
(p) the costs and expenses of maintenance and operation of any
parking facility in or serving the Building except to the extent that such
costs and expenses exceed any revenues for parking received from such
operation;
6
(q) structural replacements;
(r) property management fees in excess of the prevailing market
management fee from time to time (determined on a percentage of gross
receipts basis) for regional or national operating/management companies
operating comparable first class office buildings in the Bellevue,
Washington area.
If the Building is not at least 95% occupied during any calendar year or if
Landlord is not supplying services to at least 95% of the total Rentable
Square Footage of the Building at any time during a calendar year, Expenses
(and, at Landlord's option, Taxes) shall, at Landlord's option, be
determined as if the Building had been 95% occupied and Landlord had been
supplying services to 95% of the Rentable Square Footage of the Building
during that calendar year. The extrapolation of Expenses under this Section
shall be performed by appropriately adjusting the cost of those components
of Expenses that are impacted by changes in the occupancy of the Building.
D. Taxes Defined. "Taxes" shall mean: (1) all real estate taxes and other
--------------
assessments on the Building and/or Property, including, but not limited to,
assessments for special improvement districts and building improvement
districts, taxes and assessments levied in substitution or supplementation
in whole or in part of any such taxes and assessments and the Property's
share of any real estate taxes and assessments under any reciprocal
easement agreement, common area agreement or similar agreement as to the
Property; (2) all personal property taxes for property that is owned by
Landlord and used in connection with the operation, maintenance and repair
of the Property; and (3) all costs and fees incurred in connection with
seeking reductions in any tax liabilities described in (1) and (2),
including, without limitation, any costs incurred by Landlord for
compliance, review and appeal of tax liabilities. Without limitation, Taxes
shall not include any income, capital levy, franchise, capital stock, gift,
estate or inheritance tax. If an assessment is payable in installments,
Taxes for the year shall include the amount of the installment and any
interest due and payable during that year. For all other real estate taxes,
Taxes for that year shall include the amount due and payable for that year.
If a change in Taxes is obtained for any year of the Term, then Taxes for
that year will be retroactively adjusted and Landlord shall provide Tenant
with a credit, if any, based on the adjustment.
E. Audit Rights. Tenant may, within 90 days after receiving Landlord's
------------
statement of Expenses, give Landlord written notice ("Review Notice") that
Tenant intends to review Landlord's records of the Expenses for that
calendar year. Within a reasonable time after receipt of the Review Notice,
Landlord shall make all pertinent records available for inspection that are
reasonably necessary for Tenant to conduct its review. If any records are
maintained at a location other than the office of the Building, Tenant may
either inspect the records at such other location or pay for the reasonable
cost of copying and shipping the records. If Tenant retains an agent to
review Landlord's records, the agent must be with a licensed CPA firm.
Landlord agrees that Tenant may retain a third party agent to review
Landlord's books and records which third party agent is not a CPA firm, so
long as the third party agent retained by Tenant shall have expertise in
and familiarity with general industry practice with respect to the
operation of and accounting for a first class office building and whose
compensation shall in no way be contingent upon or correspond to the
financial impact on Tenant resulting from the review. Tenant shall be
solely responsible for all costs, expenses and fees incurred for the audit.
Within 60 days after the records are made available to Tenant, Tenant shall
have the right to give Landlord written notice (an "Objection Notice")
stating in reasonable detail any objection to Landlord's statement of
Expenses for that year. If Tenant fails to give Landlord an Objection
Notice within the 60 day period or fails to provide Landlord with a Review
Notice within the 90 day period described above, Tenant shall be deemed to
have approved Landlord's statement of Expenses and shall be barred from
raising any claims regarding the Expenses for that year. If Tenant provides
Landlord with a timely Objection Notice, Landlord and Tenant shall work
together in good faith to resolve any issues raised in Tenant's Objection
Notice. If Landlord and Tenant determine that Expenses for the calendar
year are less than reported, Landlord shall provide Tenant with a credit
against the next installment of Rent in the amount of the overpayment by
Tenant. Likewise, if Landlord and Tenant determine that Expenses for the
calendar year are greater than reported, Tenant shall pay Landlord the
amount of any underpayment within 30 days. In addition, if Landlord and
Tenant determine that Expenses for the Building for the year in question
were less than stated by more than five percent (5%), Landlord, within
thirty (30) days after its receipt of paid invoices
7
therefor from Tenant, shall reimburse Tenant for any reasonable amounts
paid by Tenant to third parties in connection with such review by Tenant.
The records obtained by Tenant shall be treated as confidential. In no
event shall Tenant be permitted to examine Landlord's records or to dispute
any statement of Expenses unless Tenant has paid and continues to pay all
Rent when due.
V. Compliance with Laws; Use.
The Premises shall be used only for the Permitted Use and for no other use
whatsoever. Tenant shall not use or permit the use of the Premises for any
purpose which is illegal, dangerous to persons or property or which, in
Landlord's reasonable opinion, unreasonably disturbs any other tenants of the
Building or unreasonably interferes with the operation of the Building. Tenant
shall comply with all Laws, including the Americans with Disabilities Act,
regarding the operation of Tenant's business and the use, condition,
configuration and occupancy of the Premises. Tenant, within 10 days after
receipt, shall provide Landlord with copies of any notices it receives regarding
a violation or alleged violation of any Laws. Tenant shall comply with the rules
and regulations of the Building attached as Exhibit B and such other reasonable
rules and regulations adopted by Landlord from time to time. Tenant shall also
cause its agents, contractors, subcontractors, employees, customers, and
subtenants to comply with all rules and regulations. Landlord shall not
knowingly discriminate against Tenant in Landlord's enforcement of the rules and
regulations.
VI. Security Deposit.
A. The Security Deposit shall be delivered to Landlord upon the execution of
this Lease by Tenant and, if in the form of cash (or converted to cash),
shall be held by Landlord in an interest-bearing account (with interest to
be added to and held as a part of the Security Deposit hereunder) as
security for the performance of Tenant's obligations. The Security Deposit
is not an advance payment of Rent or a measure of Tenant's liability for
damages. Landlord may, from time to time, without prejudice to any other
remedy, use all or a portion of the Security Deposit to satisfy past due
Rent or to cure any uncured default by Tenant. If Landlord uses the
Security Deposit, Tenant shall on demand restore the Security Deposit to
its original amount. If Tenant is not in default at the termination of this
Lease, Landlord shall return any unapplied balance of the Security Deposit
to Tenant within thirty (30) day(s) after Tenant surrenders the Premises to
Landlord. In addition to any other deductions Landlord is entitled to make
pursuant to the terms hereof, Landlord shall have the right to make a good
faith estimate of any unreconciled Expenses and Taxes as of the Termination
Date and to deduct any anticipated shortfall from the Security Deposit. If
Landlord transfers its interest in the Premises, Landlord shall assign the
Security Deposit to the transferee and, following the assignment, Landlord
shall have no further liability for the return of the Security Deposit.
Landlord shall not be required to keep the Security Deposit separate from
its other accounts.
B. The Security Deposit may be in the form of an irrevocable letter of credit
(the "Letter of Credit"), which Letter of Credit shall: (a) be in the
amount of Eight Hundred Thousand Dollars ($800,000); (b) be in
substantially the form of Exhibit H attached hereto; (c) name Landlord as
its beneficiary; (d) be drawn on an FDIC insured financial institution
satisfactory to the Landlord; (e) expressly allow Landlord to draw upon it:
(i) in the event that the Tenant is in default under the Lease beyond
applicable notice and cure periods by delivering to the issuer of the
Letter of Credit written notice to such effect and certifying that Landlord
is entitled to draw thereunder pursuant to the terms of this Lease; or (ii)
if Tenant, within thirty (30) days prior to expiration of the Letter of
Credit then held by Landlord, fails to provide Landlord with a replacement
Letter of Credit meeting the requirements herein; (f) expressly state that
it will be honored by the issuer without inquiry into the accuracy of any
such notice or statement made by Landlord; (g) expressly permit multiple or
partial draws up to the stated amount of the Letter of Credit; (h)
expressly provide that it is transferable to any successor of Landlord; and
(i) expire no earlier than sixty (60) days after the Termination Date of
this Lease.
VII. Services to be Furnished by Landlord.
8
A. Landlord agrees to furnish Tenant with the following services: (1) Water
service for use in the lavatories on each floor on which the Premises are
located; (2) Heat, ventilation and air conditioning in season during Normal
Business Hours, at such temperatures and in such amounts as are standard
for comparable Class A buildings or as required by governmental authority.
Tenant, upon such advance notice as is reasonably required by Landlord,
shall have the right to receive HVAC service during hours other than Normal
Business Hours. Tenant shall pay Landlord's actual costs of providing such
after-hours HVAC service (including a reasonable charge for additional wear
and tear on equipment); ; (3) Maintenance and repair of the Property as
described in Section IX.B.; (4) Janitor service on the evenings prior to
Business Days. If Tenant's use, floor covering or other improvements
require special services in excess of the standard services for the
Building, Tenant shall pay the additional cost attributable to the special
services; (5) Elevator service 24 hours per day, 7 days per week; (6)
Electricity to the Premises for the Permitted Use, in accordance with and
subject to the terms and conditions in Article X; and (7) such other
services as Landlord reasonably determines are necessary or appropriate for
the Property.
B. Landlord's failure to furnish, or any interruption or termination of,
services due to the application of Laws, the failure of any equipment, the
performance of repairs, improvements or alterations, or the occurrence of
any event or cause beyond the reasonable control of Landlord (a "Service
Failure") shall not render Landlord liable to Tenant, constitute a
constructive eviction of Tenant, give rise to an abatement of Rent, nor
relieve Tenant from the obligation to fulfill any covenant or agreement.
However, if the Premises, or a material portion of the Premises, is made
untenantable for a period in excess of 3 consecutive Business Days as a
result of the Service Failure, then Tenant, as its sole remedy, shall be
entitled to receive an abatement of Rent payable hereunder during the
period beginning on the 4th consecutive Business Day of the Service Failure
and ending on the day the service has been restored. If the entire Premises
has not been rendered untenantable by the Service Failure, the amount of
abatement that Tenant is entitled to receive shall be prorated based upon
the percentage of the Premises rendered untenantable and not used by
Tenant. In no event, however, shall Landlord be liable to Tenant for any
loss or damage, including the theft of Tenant's Property (defined in
Article XV), arising out of or in connection with the failure of any
security services, personnel or equipment.
VIII. Leasehold Improvements.
All improvements to the Premises (collectively, "Leasehold Improvements")
shall be owned by Landlord and shall remain upon the Premises without
compensation to Tenant. However, Landlord, by written notice to Tenant within 30
days prior to the Termination Date, may require Tenant to remove, at Tenant's
expense: (1) Cable (defined in Section IX.A) installed by or for the exclusive
benefit of Tenant and located in the Premises or other portions of the Building;
and (2) any Leasehold Improvements that are performed by or for the benefit of
Tenant and, in Landlord's reasonable judgment, are of a nature that would
require removal and repair costs that are materially in excess of the removal
and repair costs associated with standard office improvements (collectively
referred to as "Required Removables"). Without limitation, it is agreed that
Required Removables include internal stairways, raised floors, personal baths
and showers, vaults, rolling file systems and structural alterations and
modifications of any type. The Required Removables designated by Landlord shall
be removed by Tenant before the Termination Date, provided that upon prior
written notice to Landlord, Tenant may remain in the Premises for up to 5 days
after the Termination Date for the sole purpose of removing the Required
Removables. Tenant's possession of the Premises shall be subject to all of the
terms and conditions of this Lease, including the obligation to pay Rent on a
per diem basis at the rate in effect for the last month of the Term. Tenant
shall repair damage caused by the installation or removal of Required
Removables. If Tenant fails to remove any Required Removables or perform related
repairs in a timely manner, Landlord, at Tenant's expense, may remove and
dispose of the Required Removables and perform the required repairs. Tenant,
within 30 days after receipt of an invoice, shall reimburse Landlord for the
reasonable costs incurred by Landlord. Notwithstanding the foregoing, Tenant, at
the time it requests approval for a proposed Alteration (defined in Section
IX.C), may request in writing that Landlord advise Tenant whether the Alteration
or any portion of the Alteration will be designated as a Required Removable.
Within 10 days after receipt of Tenant's request, Landlord shall advise Tenant
in writing as to which portions of the Alteration, if any, will be considered to
be Required Removables. In addition, Tenant shall not be required to remove any
portion of the Tenant Improvements at the end of the Term.
IX. Repairs and Alterations.
9
A. Tenant's Repair Obligations. Tenant shall, at its sole cost and expense,
---------------------------
promptly perform all maintenance and repairs to the Premises that are not
Landlord's express responsibility under this Lease, and shall keep the
Premises in good condition and repair, reasonable wear and tear excepted.
Tenant's repair obligations include, without limitation, repairs to: (1)
floor covering; (2) interior partitions; (3) doors; (4) the interior side
of demising walls; (5) electronic, phone and data cabling and related
equipment (collectively, "Cable") that is installed by or for the exclusive
benefit of Tenant and located in the Premises or other portions of the
Building; (6) supplemental air conditioning units, private showers and
kitchens, including hot water heaters, plumbing, and similar facilities
serving Tenant exclusively; and (7) Alterations performed by contractors
retained by Tenant, including related HVAC balancing required as a result
of such Alteration. All work shall be performed in accordance with the
rules and procedures described in Section IX.C. below. If Tenant fails to
make any repairs to the Premises for more than 15 days after notice from
Landlord (although notice shall not be required if there is an emergency),
Landlord may make the repairs, and Tenant shall pay the reasonable cost of
the repairs to Landlord within 30 days after receipt of an invoice,
together with an administrative charge in an amount equal to 5% of the cost
of the repairs. Notwithstanding the foregoing, if the repair to be
performed by Tenant cannot reasonably be completed within ten (10) days by
Tenant or Landlord, Landlord shall not exercise its right to make such
repair on Tenant's behalf so long as Tenant commences such repair within
five (5) days after notice from Landlord and is diligently pursuing the
same to completion.
B. Landlord's Repair Obligations. Landlord shall keep and maintain in good
------------------------------
condition and repair and working order and make repairs to and perform
maintenance upon: (1) structural elements of the Building; (2) mechanical
(including HVAC), electrical, plumbing and fire/life safety systems serving
the Building in general; (3) Common Areas; (4) the roof and roof membrane
of the Building; (5) exterior windows of the Building; and (6) elevators
serving the Building. Landlord shall promptly make repairs (considering the
nature and urgency of the repair) for which Landlord is responsible.
C. Alterations. Tenant shall not make alterations, additions or improvements
------------
to the Premises or install any Cable in the Premises or other portions of
the Building (collectively referred to as "Alterations") without first
obtaining the written consent of Landlord in each instance, which consent
shall not be unreasonably withheld or delayed. However, Landlord's consent
shall not be required for any Alteration that satisfies all of the
following criteria (a "Cosmetic Alteration"): (1) is of a cosmetic nature
such as painting, wallpapering, hanging pictures and installing carpeting;
(2) is not visible from the exterior of the Premises or Building; (3) will
not affect the systems or structure of the Building; and (4) does not
require work to be performed inside the walls or above the ceiling of the
Premises. However, even though consent is not required, the performance of
Cosmetic Alterations shall be subject to all the other provisions of this
Section IX.C. Prior to starting work, Tenant shall furnish Landlord with
plans and specifications reasonably acceptable to Landlord; names of
contractors reasonably acceptable to Landlord (provided that Landlord may
designate specific contractors with respect to Building systems, and Tenant
may designate non-union contractors for Alterations to be constructed after
the Commencement Date); copies of contracts; necessary permits and
approvals; evidence of contractor's and subcontractor's insurance in
amounts reasonably required by Landlord. Changes to the plans and
specifications must also be submitted to Landlord for its approval.
Alterations shall be constructed in a good and workmanlike manner using
materials of a quality that is at least equal to the quality designated by
Landlord as the minimum standard for the Building. Landlord may designate
reasonable rules, regulations and procedures for the performance of work in
the Building and, to the extent reasonably necessary to avoid disruption to
the occupants of the Building, shall have the right to designate the time
when Alterations may be performed. Tenant shall reimburse Landlord within
30 days after receipt of an invoice for sums paid by Landlord for third
party examination of Tenant's plans for non-Cosmetic Alterations. In
addition, within 30 days after receipt of an invoice from Landlord, Tenant
shall pay Landlord a reasonable hourly fee (currently $100 per hour) for
Landlord's oversight and coordination of any non-Cosmetic Alterations. Upon
completion, Tenant shall furnish "as-built" plans (except for Cosmetic
Alterations), completion affidavits, full and final waivers of lien and
receipted bills covering all labor and materials. Tenant shall assure that
the Alterations comply with all insurance requirements and Laws. Landlord's
approval of an Alteration shall not be a representation by Landlord that
the Alteration complies with applicable Laws or will be adequate for
Tenant's use.
10
X. Use of Electrical Services by Tenant.
A. Electricity used by Tenant in the Premises shall, at Landlord's option, be
paid for by Tenant either: (1) through inclusion in Expenses (except as
provided in Section X.B. for excess usage); (2) by a separate charge
payable by Tenant to Landlord within 30 days after billing by Landlord; or
(3) by separate charge billed by the applicable utility company and payable
directly by Tenant. Electrical service to the Premises may be furnished by
one or more companies providing electrical generation, transmission and
distribution services, and the cost of electricity may consist of several
different components or separate charges for such services, such as
generation, distribution and stranded cost charges. Landlord shall have
the exclusive right to select any company providing electrical service to
the Premises, to aggregate the electrical service for the Property and
Premises with other buildings, to purchase electricity through a broker
and/or buyers group and to change the providers and manner of purchasing
electricity.
B. Tenant's use of electrical service shall not exceed, either in voltage,
rated capacity, use beyond Normal Business Hours or overall load, Building
capacities. Building electrical capacities are 4.5 ▇▇▇▇▇ per square foot
connected load for convenience outlets, 1.2 ▇▇▇▇▇ per square foot connected
load for lighting (the code maximum), and an HVAC capacity for lights and
equipment of 3.5 ▇▇▇▇▇ per square foot (diversified load). An additional
1.5 ▇▇▇▇▇ per square foot connect load for convenience outlets can be made
available to Tenant and the cost of such increased capacity shall be paid
by Tenant. In the event Tenant elects to increase its connected load for
convenience outlets to 6.0 ▇▇▇▇▇ per square foot, Landlord reserves the
right to submeter the Premises and charge Tenant directly for such excess
usage. If Tenant requests permission to consume excess electrical service,
Landlord may refuse to consent or may condition consent upon conditions
that Landlord reasonably elects (including, without limitation, the
installation of utility service upgrades, meters, submeters, air handlers
or cooling units), and the additional usage (to the extent permitted by
Law), installation and maintenance costs shall be paid by Tenant. Landlord
shall have the right to separately meter electrical usage for the Premises
and to measure electrical usage by survey or other commonly accepted
methods.
XI. Entry by Landlord.
Landlord, its agents, contractors and representatives may enter the
Premises to inspect or show the Premises, to clean and make repairs, alterations
or additions to the Premises, and to conduct or facilitate repairs, alterations
or additions to any portion of the Building, including other tenants' premises.
Except in emergencies or to provide janitorial and other Building services after
Normal Business Hours, Landlord shall provide Tenant with reasonable prior
notice of entry into the Premises, which may be given orally. In exercising any
entry rights hereunder, Landlord shall comply with all reasonable measures
requested by Tenant in order to preserve the confidentiality and security of
Tenant's operations and business. If reasonably necessary for the protection
and safety of Tenant and its employees, Landlord shall have the right to
temporarily close all or a portion of the Premises to perform repairs,
alterations and additions. However, except in emergencies, Landlord will not
close the Premises if the work can reasonably be completed on weekends and after
Normal Business Hours. Entry by Landlord shall not constitute constructive
eviction or entitle Tenant to an abatement or reduction of Rent.
XII. Assignment and Subletting.
A. Except in connection with a Permitted Transfer (defined in Section XII.E.
below), Tenant shall not assign, sublease, transfer or encumber any
interest in this Lease or allow any third party to use any portion of the
Premises (collectively or individually, a "Transfer") without the prior
written consent of Landlord, which consent shall not be unreasonably
withheld if Landlord does not elect to exercise its termination rights
under Section XII.B below. Without limitation, it is agreed that Landlord's
consent shall not be considered unreasonably withheld if: (1) in the event
of a proposed assignment of this Lease, the proposed transferee's financial
condition does not meet the criteria Landlord uses to select Building
tenants having similar leasehold obligations; (2) the proposed transferee's
business is not suitable for the Building considering the business of the
other tenants and the Building's prestige, or would result in a violation
of an exclusive use right of another tenant; (3) the proposed transferee is
a governmental agency or occupant of the Building; (4) Tenant is in default
after the expiration of the notice and cure periods in this Lease; or (5)
any portion of the Building or Premises would likely
11
become subject to additional or different Laws that would have a material,
adverse effect on the Building as a consequence of the proposed Transfer.
Tenant shall not be entitled to receive monetary damages based upon a claim
that Landlord unreasonably withheld its consent to a proposed Transfer and
Tenant's sole remedy shall be an action to enforce any such provision
through specific performance or declaratory judgment. Any attempted
Transfer in violation of this Article shall, at Landlord's option, be void.
Consent by Landlord to one or more Transfer(s) shall not operate as a
waiver of Landlord's rights to approve any subsequent Transfers. In no
event shall any Transfer or Permitted Transfer release or relieve Tenant
from any obligation under this Lease.
B. As part of its request for Landlord's consent to a Transfer, Tenant shall
provide Landlord with financial statements for the proposed transferee (in
the event of a proposed assignment), a complete copy of the proposed
assignment, sublease and other contractual documents and such other
information as Landlord may reasonably request. Landlord shall, by written
notice to Tenant within 30 days of its receipt of the required information
and documentation, either: (1) consent to the Transfer by the execution of
a consent agreement in a form reasonably designated by Landlord or
reasonably refuse to consent to the Transfer in writing; or (2) exercise
its right to terminate this Lease with respect to the portion of the
Premises that Tenant is proposing to assign or sublet; provided, however,
that Landlord shall not exercise its right to terminate this Lease in the
event Tenant is proposing to sublet, in the aggregate, no more than 25% of
the area of the Premises for less than all or substantially all of the
remainder of the Term. Any such termination shall be effective on the
proposed effective date of the Transfer for which Tenant requested consent.
Tenant shall pay Landlord a review fee of $750.00 for Landlord's review of
any Permitted Transfer or requested Transfer, provided if Landlord's actual
reasonable costs and expenses (including reasonable attorney's fees) exceed
$750.00, Tenant shall reimburse Landlord for its actual reasonable costs
and expenses in lieu of a fixed review fee.
C. Tenant shall pay Landlord 50% of all rent and other consideration which
Tenant receives as a result of a Transfer that is in excess of the Rent
payable to Landlord for the portion of the Premises and Term covered by the
Transfer. Tenant shall pay Landlord such excess within 30 days after
Tenant's receipt of such amounts. Tenant may deduct from the excess all
reasonable and customary expenses directly incurred by Tenant attributable
to the Transfer (other than Landlord's review fee), including brokerage
fees, legal fees and construction costs. If Tenant is in Monetary Default
(defined in Section XIX.A. below), Landlord may require that all sublease
payments be made directly to Landlord, in which case Tenant shall receive a
credit against Rent in the amount of any payments received (less Landlord's
share of such excess).
D. Except as provided below with respect to a Permitted Transfer, if Tenant is
a corporation, limited liability company, partnership, or similar entity,
and if the entity which owns or controls a majority of the voting
shares/rights at any time changes for any reason (including but not limited
to a merger, consolidation or reorganization), such change of ownership or
control shall constitute a Transfer. The foregoing shall not apply so long
as Tenant is an entity whose outstanding stock is listed on a recognized
security exchange, or if at least 80% of its voting stock is owned by
another entity, the voting stock of which is so listed.
E. Tenant may assign its entire interest under this Lease, or sublease all or
any portion of the Premises, to an affiliate of Tenant (meaning an entity
that controls, is controlled by, or is under common control with, Tenant)
or to a successor to Tenant by purchase, merger, consolidation or
reorganization without the consent of Landlord, provided that all of the
following conditions are satisfied (a "Permitted Transfer"): (1) Tenant
is not in default under this Lease after the expiration of any applicable
notice and cure periods in this Lease; (2) Tenant's successor shall own all
or substantially all of the assets of Tenant; (3) Tenant's successor shall
have a net worth which is at least equal to the greater of Tenant's net
worth at the date of this Lease or Tenant's net worth as of the day prior
to the proposed purchase, merger, consolidation or reorganization; (4) the
Permitted Use does not allow the Premises to be used for retail purposes;
and (5) Tenant shall give Landlord written notice at least 20 days prior to
the effective date of the proposed assignment, purchase, merger,
consolidation or reorganization. Tenant's notice to Landlord shall include
information and documentation showing that each of the above conditions has
been satisfied. If requested by Landlord in the event of an assignment,
Tenant's successor shall sign a commercially reasonable form of assumption
agreement.
12
XIII. Liens.
Tenant shall not permit mechanic's or other liens to be placed upon the
Property, Premises or Tenant's leasehold interest in connection with any work or
service done or purportedly done by or for benefit of Tenant. If a lien is so
placed, Tenant shall, within 20 days of notice from Landlord of the filing of
the lien, fully discharge the lien by settling the claim which resulted in the
lien or by bonding or insuring over the lien in the manner prescribed by the
applicable lien Law. If Tenant fails to discharge the lien, then, in addition
to any other right or remedy of Landlord, Landlord may bond or insure over the
lien or otherwise discharge the lien. Tenant shall reimburse Landlord for any
amount paid by Landlord to bond or insure over the lien or discharge the lien,
including, without limitation, reasonable attorneys' fees (if and to the extent
permitted by Law) within 30 days after receipt of an invoice from Landlord.
XIV. Indemnity and Waiver of Claims.
A. Except to the extent caused by the negligence or willful misconduct of
Landlord or any Landlord Related Parties (defined below), Tenant shall
indemnify, defend and hold Landlord, its trustees, members, principals,
beneficiaries, partners, officers, directors, employees, Mortgagee(s)
(defined in Article XXVI) and agents ("Landlord Related Parties") harmless
against and from all liabilities, obligations, damages, penalties, claims,
actions, costs, charges and expenses, including, without limitation,
reasonable attorneys' fees and other professional fees (if and to the
extent permitted by Law), which may be imposed upon, incurred by or
asserted against Landlord or any of the Landlord Related Parties and
arising out of or in connection with any damage or injury occurring in the
Premises or any acts or omissions (including violations of Law) of Tenant,
the Tenant Related Parties (defined below) or any of Tenant's transferees,
contractors or licensees.
B. Except to the extent caused by the negligence or willful misconduct of
Tenant or any Tenant Related Parties (defined below), Landlord shall
indemnify, defend and hold Tenant, its trustees, members, principals,
beneficiaries, partners, officers, directors, employees and agents
("Tenant Related Parties") harmless against and from all liabilities,
obligations, damages, penalties, claims, actions, costs, charges and
expenses, including, without limitation, reasonable attorneys' fees and
other professional fees (if and to the extent permitted by Law), which may
be imposed upon, incurred by or asserted against Tenant or any of the
Tenant Related Parties and arising out of or in connection with the acts
or omissions (including violations of Law) of Landlord, the Landlord
Related Parties or any of Landlord's contractors.
C. Except for matters arising out of the negligence or willful misconduct of
Landlord or the Landlord Related Parties, Landlord and the Landlord
Related Parties shall not be liable for, and Tenant waives, all claims for
loss or damage to Tenant's business or loss, theft or damage to Tenant's
Property or the property of any person claiming by, through or under
Tenant resulting from: (1) wind or weather; (2) the failure of any
sprinkler, heating or air-conditioning equipment, any electric wiring or
any gas, water or steam pipes; (3) the backing up of any sewer pipe or
downspout; (4) the bursting, leaking or running of any tank, water closet,
drain or other pipe; (5) water, snow or ice upon or coming through the
roof, skylight, stairs, doorways, windows, walks or any other place upon
or near the Building; (6) any act or omission of any party other than
Landlord or Landlord Related Parties; and (7) any causes not reasonably
within the control of Landlord. Tenant shall insure itself against such
losses under Article XV below.
XV. Insurance.
Tenant shall carry and maintain the following insurance ("Tenant's
Insurance"), at its sole cost and expense: (1) Commercial General Liability
Insurance applicable to the Premises and its appurtenances providing, on an
occurrence basis, a minimum combined single limit of $2,000,000.00; (2) All Risk
Property/Business Interruption Insurance written at replacement cost value and
with a replacement cost endorsement covering all of Tenant's trade fixtures,
equipment, furniture and other personal property within the Premises ("Tenant's
Property"); (3) Workers' Compensation Insurance as required by the state in
which the Premises is located and in amounts as may be required by applicable
statute; and (4) Employers Liability Coverage of at least $1,000,000.00 per
occurrence. Any company writing any of Tenant's Insurance shall have an A.M.
Best rating of not less than A-VIII. All Commercial General Liability Insurance
policies shall name Tenant as a named insured and Landlord (or any successor),
Equity Office Properties Trust, a Maryland real estate investment trust, EOP
Operating Limited Partnership, a Delaware limited partnership, ▇▇▇▇▇▇ Runstad
Associates Limited Partnership, a Washington
13
limited partnership, any Mortgagee(s), and their respective members, principals,
beneficiaries, partners, officers, directors, employees, and agents, and other
designees of Landlord as the interest of such designees shall appear, as
additional insureds. All policies of Tenant's Insurance shall contain
endorsements that the insurer(s) shall give Landlord and its designees at least
30 days advance written notice of any cancellation, termination or lapse of
insurance. Tenant shall provide Landlord with a certificate of insurance
evidencing Tenant's Insurance prior to the earlier to occur of the Commencement
Date or the date Tenant is provided with possession of the Premises for any
reason, and upon renewals at least 15 days prior to the expiration of the
insurance coverage. Landlord shall maintain so called All Risk property
insurance on the Building at replacement cost value, as reasonably estimated by
Landlord and shall deliver a certificate evidencing such insurance to Tenant
upon Tenant's request. Except as specifically provided to the contrary, the
limits of either party's insurance shall not limit such party's liability under
this Lease.
XVI. Subrogation.
Notwithstanding anything in this Lease to the contrary, Landlord and Tenant
shall cause their respective insurance carriers to waive any and all rights of
recovery, claim, action or causes of action against the other and their
respective trustees, principals, beneficiaries, partners, officers, directors,
agents, and employees, for any loss or damage that may occur to Landlord or
Tenant or any party claiming by, through or under Landlord or Tenant, as the
case may be, with respect to Tenant's Property, the Building, the Premises, any
additions or improvements to the Building or Premises, or any contents thereof,
including all rights of recovery, claims, actions or causes of action arising
out of the negligence of Landlord or any Landlord Related Parties or the
negligence of Tenant or any Tenant Related Parties, which loss or damage is (or
would have been, had the insurance required by this Lease been carried) covered
by insurance.
XVII. Casualty Damage.
A. If all or any part of the Premises is damaged by fire or other casualty,
Tenant shall immediately notify Landlord in writing. During any period of
time that all or a portion of the Premises is rendered untenantable as a
result of a fire or other casualty, the Rent shall ▇▇▇▇▇ for the portion of
the Premises that is untenantable and not used by Tenant. Landlord shall
have the right to terminate this Lease if: (1) the Building shall be
damaged so that, in Landlord's reasonable judgment, substantial alteration
or reconstruction of the Building shall be required (whether or not the
Premises has been damaged) and Landlord is therefore terminating all
similarly situated leases in the Building ; (2) Landlord is not permitted
by Law to rebuild the Building in substantially the same form as existed
before the fire or casualty; (3) the Premises have been materially damaged
and there is less than 2 years of the Term remaining on the date of the
casualty; (4) any Mortgagee requires that the insurance proceeds over
$200,000 be applied to the payment of the mortgage debt; or (5) a material
uninsured loss to the Building occurs. Landlord may exercise its right to
terminate this Lease by notifying Tenant in writing within 90 days after
the date of the casualty. In addition to Landlord's rights to terminate as
provided herein, Tenant shall have the right to terminate this Lease if:
(1) a substantial portion of the Premises has been damaged by fire or other
casualty and such damage cannot reasonably be repaired within sixty (60)
days after the date of such fire or other casualty; (2) there is less than
one (1) year of the Lease Term remaining on the date of such casualty; (3)
the casualty was not caused by the negligence or willful misconduct of
Tenant or its agents, employees or contractors; and (4) Tenant provides
Landlord with written notice of its intent to terminate within thirty (30)
days after the date of the fire or other casualty. If neither Landlord nor
Tenant elect to terminate this Lease, Landlord shall commence and proceed
with reasonable diligence to repair and restore the Building and the
Leasehold Improvements (excluding any Alterations that were performed by
Tenant in violation of this Lease). However, in no event shall Landlord be
required to spend more than the insurance proceeds received by Landlord.
Landlord shall not be liable for any loss or damage to Tenant's Property or
to the business of Tenant resulting in any way from the fire or other
casualty or from the repair and restoration of the damage. Landlord and
Tenant hereby waive the provisions of any Law relating to the matters
addressed in this Article, and agree that their respective rights for
damage to or destruction of the Premises shall be those specifically
provided in this Lease.
B. If all or any portion of the Premises shall be made untenantable by fire or
other casualty, Landlord shall, with reasonable promptness, cause an
architect or general contractor selected by Landlord to provide Landlord
and Tenant with a written estimate of the
14
amount of time required to substantially complete the repair and
restoration of the Premises and make the Premises tenantable again, using
standard working methods ("Completion Estimate"). If the Completion
Estimate indicates that the Premises cannot be made tenantable within 210
days from the date the repair and restoration is started, then regardless
of anything in Section XVII.A above to the contrary, either party shall
have the right to terminate this Lease by giving written notice to the
other of such election within 10 days after receipt of the Completion
Estimate.
XVIII. Condemnation.
Either party may terminate this Lease if the whole or any material part
of the Premises shall be taken or condemned for any public or quasi-public use
under Law, by eminent domain or private purchase in lieu thereof (a "Taking").
Landlord shall also have the right to terminate this Lease if there is a Taking
of any portion of the Building or Property which would leave the remainder of
the Building unsuitable for use as an office building in a manner comparable to
the Building's use prior to the Taking and Landlord is terminating all other
similarly situated leases in the Building. In order to exercise its right to
terminate the Lease, Landlord or Tenant, as the case may be, must provide
written notice of termination to the other within 45 days after the terminating
party first receives notice of the Taking. Any such termination shall be
effective as of the date the physical taking of the Premises or the portion of
the Building or Property occurs. If this Lease is not terminated, the Rentable
Square Footage of the Building, the Rentable Square Footage of the Premises and
Tenant's Pro Rata Share shall, if applicable, be appropriately adjusted. In
addition, Rent for any portion of the Premises taken or condemned shall be
abated during the unexpired Term of this Lease effective when the physical
taking of the portion of the Premises occurs. All compensation awarded for a
Taking, or sale proceeds, shall be the property of Landlord, any right to
receive compensation or proceeds being expressly waived by Tenant. However,
Tenant may file a separate claim at its sole cost and expense for Tenant's
Property and Tenant's reasonable relocation expenses, provided the filing of the
claim does not diminish the award which would otherwise be receivable by
Landlord .
XIX. Events of Default.
Tenant shall be considered to be in default of this Lease upon the occurrence
of any of the following events of default:
A. Tenant's failure to pay when due all or any portion of the Rent, if the
failure continues for 3 business days after written notice to Tenant
("Monetary Default").
B. Tenant's failure (other than a Monetary Default) to comply with any term,
provision or covenant of this Lease, if the failure is not cured within 20
days after written notice to Tenant. However, if Tenant's failure to comply
cannot reasonably be cured within 20 days, Tenant shall be allowed
additional time (not to exceed 90 days) as is reasonably necessary to cure
the failure so long as: (1) Tenant commences to cure the failure within 20
days, and (2) Tenant diligently pursues a course of action that will cure
the failure and bring Tenant back into compliance with the Lease. However,
if Tenant's failure to comply creates a hazardous condition, the failure
must be cured immediately upon notice to Tenant. In addition, if Landlord
provides Tenant with notice of Tenant's failure to comply with any
particular term, provision or covenant of the Lease on 3 occasions during
any 12 month period, Tenant's subsequent violation of such term, provision
or covenant shall, at Landlord's option, not require further notice (except
as required by law).
C. Tenant or any Guarantor becomes insolvent, makes a transfer in fraud of
creditors or makes an assignment for the benefit of creditors, or admits in
writing its inability to pay its debts when due.
D. The leasehold estate is taken by process or operation of Law.
XX. Remedies.
A. Upon any default, Landlord shall have the right without notice or demand
(except as provided in Article XIX) to pursue any of its rights and
remedies at Law or in equity, including any one or more of the following
remedies:
1. Terminate this Lease, in which case Tenant shall immediately surrender
the Premises to Landlord. If Tenant fails to surrender the Premises,
Landlord may, in compliance with applicable Law and without prejudice to
any other right or remedy,
15
enter upon and take possession of the Premises and expel and remove
Tenant, Tenant's Property and any party occupying all or any part of the
Premises. Tenant shall pay Landlord on demand the amount of all past due
Rent and other losses and damages which Landlord may suffer as a result
of Tenant's default, whether by Landlord's inability to relet the
Premises on satisfactory terms or otherwise, including, without
limitation, all Costs of Reletting (defined below) and any deficiency
that may arise from reletting or the failure to relet the Premises.
"Costs of Reletting" shall include all costs and expenses incurred by
Landlord in reletting or attempting to relet the Premises, including,
without limitation, reasonable legal fees, brokerage commissions, the
cost of alterations and the value of other concessions or allowances
granted to a new tenant.
2. Terminate Tenant's right to possession of the Premises and, in
compliance with applicable Law, expel and remove Tenant, Tenant's
Property and any parties occupying all or any part of the Premises.
Landlord may (but shall not be obligated to) relet all or any part of
the Premises, without notice to Tenant, for a term that may be greater
or less than the balance of the Term and on such conditions (which may
include concessions, free rent and alterations of the Premises) and for
such uses as Landlord in its absolute discretion shall determine.
Landlord may collect and receive all rents and other income from the
reletting. Tenant shall pay Landlord on demand all past due Rent, all
Costs of Reletting and any deficiency arising from the reletting or
failure to relet the Premises. Landlord shall not be responsible or
liable for the failure to relet all or any part of the Premises or for
the failure to collect any Rent. The re-entry or taking of possession
of the Premises shall not be construed as an election by Landlord to
terminate this Lease unless a written notice of termination is given to
Tenant.
3. In lieu of calculating damages under Sections XX.A.1 or XX.A.2 above,
Landlord may elect to receive as damages the sum of (a) all Rent accrued
through the date of termination of this Lease or Tenant's right to
possession, and (b) an amount equal to the total Rent that Tenant would
have been required to pay for the remainder of the Term discounted to
present value at the Prime Rate (defined in Section XX.B. below) then in
effect, minus the then present fair rental value of the Premises for the
remainder of the Term, similarly discounted, after deducting all
anticipated Costs of Reletting.
B. Unless expressly provided in this Lease, the repossession or re-entering
of all or any part of the Premises shall not relieve Tenant of its
liabilities and obligations under the Lease. No right or remedy of
Landlord shall be exclusive of any other right or remedy. Each right and
remedy shall be cumulative and in addition to any other right and remedy
now or subsequently available to Landlord at Law or in equity. If Landlord
declares Tenant to be in default, Landlord shall be entitled to receive
interest on any unpaid item of Rent at a rate equal to the Prime Rate plus
4%. For purposes hereof, the "Prime Rate" shall be the per annum interest
rate publicly announced as its prime or base rate by a federally insured
bank selected by Landlord in the state in which the Building is located.
Forbearance by Landlord to enforce one or more remedies shall not
constitute a waiver of any default.
XXI. Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE
LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) TO TENANT SHALL BE LIMITED
TO THE INTEREST OF LANDLORD IN THE PROPERTY. TENANT SHALL LOOK SOLELY TO
LANDLORD'S INTEREST IN THE PROPERTY FOR THE RECOVERY OF ANY JUDGMENT OR AWARD
AGAINST LANDLORD. NEITHER LANDLORD NOR ANY LANDLORD RELATED PARTY SHALL BE
PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY. INTEREST OF LANDLORD IN THE
BUILDING SHALL INCLUDE ANY ASSETS OF LANDLORD IN THE OPERATION OF THE BUILDING
(PRIOR TO THE DISTRIBUTION OF SAME TO ANY PARTNER OR SHAREHOLDER OF LANDLORD OR
ANY OTHER THIRD PARTY) SUCH AS ACCOUNTS RECEIVABLE, RENTS DUE FROM TENANTS,
INSURANCE PROCEEDS, FIXTURES, EQUIPMENT, SUPPLIES, CLAIMS OF ANY NATURE, SORT OR
DESCRIPTION AND ANY OTHER ITEMS DEEMED TO BE ASSETS IN CONNECTION WITH THE
OWNERSHIP, MAINTENANCE AND OPERATION OF THE BUILDING. BEFORE FILING SUIT FOR AN
ALLEGED DEFAULT BY LANDLORD, TENANT SHALL GIVE LANDLORD AND THE MORTGAGEE(S)
(DEFINED IN ARTICLE XXVI BELOW) WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES
(DEFINED IN ARTICLE XXVI BELOW) ON THE PROPERTY, BUILDING OR PREMISES, NOTICE
AND
16
REASONABLE TIME TO CURE THE ALLEGED DEFAULT. IN ADDITION, TENANT ACKNOWLEDGES
THAT ANY ENTITY MANAGING THE BUILDING ON BEHALF OF LANDLORD, OR WHICH EXECUTES
THIS LEASE AS AGENT FOR LANDLORD, IS ACTING SOLELY IN ITS CAPACITY AS AGENT FOR
LANDLORD AND SHALL NOT BE LIABLE FOR ANY OBLIGATIONS, LIABILITIES, LOSSES OR
DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, ALL OF WHICH ARE
EXPRESSLY WAIVED BY TENANT.
XXII. No Waiver.
Either party's failure to declare a default immediately upon its
occurrence, or delay in taking action for a default shall not constitute a
waiver of the default, nor shall it constitute an estoppel. Either party's
failure to enforce its rights for a default shall not constitute a waiver of its
rights regarding any subsequent default. Receipt by Landlord of Tenant's keys
to the Premises shall not constitute an acceptance or surrender of the Premises.
XXIII. Quiet Enjoyment.
Tenant shall, and may peacefully have, hold and enjoy the Premises,
subject to the terms of this Lease, provided Tenant pays the Rent and fully
performs all of its covenants and agreements. This covenant and all other
covenants of Landlord shall be binding upon Landlord and its successors only
during its or their respective periods of ownership of the Building, and shall
not be a personal covenant of Landlord or the Landlord Related Parties.
XXIV. Intentionally Omitted.
XXV. Holding Over.
Except for any permitted occupancy by Tenant under Article VIII, if
Tenant fails to surrender the Premises at the expiration or earlier termination
of this Lease, occupancy of the Premises after the termination or expiration
shall be that of a tenancy at sufferance. Tenant's occupancy of the Premises
during the holdover shall be subject to all the terms and provisions of this
Lease and Tenant shall pay an amount (on a per month basis without reduction for
partial months during the holdover) equal to 150% of the sum of the Base Rent
and Additional Rent due for the period immediately preceding the holdover. No
holdover by Tenant or payment by Tenant after the expiration or early
termination of this Lease shall be construed to extend the Term or prevent
Landlord from immediate recovery of possession of the Premises by summary
proceedings or otherwise. In addition to the payment of the amounts provided
above, if Landlord is unable to deliver possession of the Premises to a new
tenant, or to perform improvements for a new tenant, as a result of Tenant's
holdover and Tenant fails to vacate the Premises within 15 days after Landlord
notifies Tenant of Landlord's inability to deliver possession, or perform
improvements, Tenant shall be liable to Landlord for all damages, including,
without limitation, consequential damages, that Landlord suffers from the
holdover.
XXVI. Subordination to Mortgages; Estoppel Certificate.
Tenant accepts this Lease subject and subordinate to any mortgage(s),
deed(s) of trust, ground lease(s) or other lien(s) now or subsequently arising
upon the Premises, the Building or the Property, and to renewals, modifications,
refinancings and extensions thereof (collectively referred to as a "Mortgage").
Landlord represents that Bank of America N.A. and Union Bank of California, as
co-lenders, are the only Mortgagees (defined below) having a lien on the
Property as of the date of execution of this Lease, and Landlord shall deliver
to Tenant, in recordable form, a subordination, nondisturbance and attornment
agreement from such Mortgagees in substantially the form of Exhibit F within
thirty (30) days after execution of this Lease, and if such agreement is not so
delivered Tenant shall have the right to terminate this Lease upon written
notice given to Landlord within fifteen (15) days thereafter. The party having
the benefit of a Mortgage shall be referred to as a "Mortgagee". This clause
shall be self-operative, but upon request from a Mortgagee, Tenant shall execute
a commercially reasonable subordination agreement in favor of the Mortgagee,
including a subordination, non-disturbance and attornment agreement in the form
of Exhibit F attached hereto. In lieu of having the Mortgage be superior to this
Lease, a Mortgagee shall have the right at any time to subordinate its Mortgage
to this Lease. If requested by a successor-in-interest to all or a part of
Landlord's interest in the Lease, Tenant shall, without charge, attorn to the
successor-in-interest. Landlord and Tenant shall each, within 10 days after
receipt of a written request from the other, execute and deliver an estoppel
certificate to those parties as are reasonably requested by the other (including
a Mortgagee or prospective purchaser). The estoppel certificate shall include a
statement certifying that this Lease is unmodified (except as identified in the
estoppel certificate) and in full force and effect, describing the dates to
which Rent and other charges have been paid, representing that, to such party's
actual knowledge, there is no
17
default (or stating the nature of the alleged default) and indicating other
matters with respect to the Lease that may reasonably be requested.
XXVII. Attorneys' Fees.
If either party institutes a suit against the other for violation of or
to enforce any covenant or condition of this Lease, or if either party
intervenes in any suit in which the other is a party to enforce or protect its
interest or rights, the prevailing party shall be entitled to all of its costs
and expenses, including, without limitation, reasonable attorneys' fees.
XXVIII. Notice.
If a demand, request, approval, consent or notice (collectively referred
to as a "notice") shall or may be given to either party by the other, the notice
shall be in writing and delivered by hand or sent by registered or certified
mail with return receipt requested, or sent by overnight or same day courier
service at the party's respective Notice Address(es) set forth in Article I,
except that if Tenant has vacated the Premises (or if the Notice Address for
Tenant is other than the Premises, and Tenant has vacated such address) without
providing Landlord a new Notice Address, Landlord may serve notice in any manner
described in this Article or in any other manner permitted by Law. Each notice
shall be deemed to have been received or given on the earlier to occur of actual
delivery or the date on which delivery is refused, or, if Tenant has vacated the
Premises or the other Notice Address of Tenant without providing a new Notice
Address, three (3) business days after notice is deposited in the U.S. mail or
with a courier service in the manner described above. Either party may, at any
time, change its Notice Address by giving the other party written notice of the
new address in the manner described in this Article.
XXIX. Excepted Rights.
This Lease does not grant any rights to light or air over or about the
Building. Except as otherwise expressly set forth in this Lease, Landlord
excepts and reserves exclusively to itself the use of: (1) roofs, (2) telephone,
electrical and janitorial closets, (3) equipment rooms, Building risers or
similar areas that are used by Landlord for the provision of Building services,
(4) rights to the land and improvements below the floor of the Premises, (5) the
improvements and air rights above the Premises, (6) the improvements and air
rights outside the demising walls of the Premises, and (7) the areas within the
Premises used for the installation of utility lines and other installations
serving occupants of the Building. Landlord has the right to change the
Building's name or address. Landlord also has the right to make such other
changes to the Property and Building as Landlord deems appropriate, provided the
changes do not materially affect Tenant's ability to use the Premises for the
Permitted Use or materially adversely affect Tenant's rights under this Lease.
Landlord shall also have the right (but not the obligation) to temporarily close
the Building if Landlord reasonably determines that there is an imminent danger
of significant damage to the Building or of personal injury to Landlord's
employees or the occupants of the Building. The circumstances under which
Landlord may temporarily close the Building shall include, without limitation,
electrical interruptions, hurricanes and civil disturbances. A closure of the
Building under such circumstances shall not constitute a constructive eviction
nor entitle Tenant to an abatement or reduction of Rent.
XXX. Surrender of Premises.
At the expiration or earlier termination of this Lease or Tenant's right
of possession, Tenant shall remove Tenant's Property (defined in Article XV)
from the Premises, and quit and surrender the Premises to Landlord, broom clean,
and in good order, condition and repair, ordinary wear and tear excepted. Tenant
shall also be required to remove the Required Removables in accordance with
Article VIII. If Tenant fails to remove any of Tenant's Property within 2 days
after the termination of this Lease or of Tenant's right to possession,
Landlord, at Tenant's sole cost and expense, shall be entitled (but not
obligated) to remove and store Tenant's Property. Landlord shall not be
responsible for the value, preservation or safekeeping of Tenant's Property.
Tenant shall pay Landlord, upon demand, the expenses and storage charges
incurred for Tenant's Property. In addition, if Tenant fails to remove Tenant's
Property from the Premises or storage, as the case may be, within 30 days after
written notice, Landlord may deem all or any part of Tenant's Property to be
abandoned, and title to Tenant's Property shall be deemed to be immediately
vested in Landlord.
XXXI. Miscellaneous.
A. This Lease and the rights and obligations of the parties shall be
interpreted, construed and enforced in accordance with the Laws of the
state of Washington and Landlord and Tenant hereby irrevocably consent
to the jurisdiction and proper venue of such state. If any term or
provision of this Lease shall to any extent be invalid or unenforceable,
the remainder of this Lease shall not be affected, and each provision of
this Lease shall be valid and enforced to the fullest extent permitted
by Law. The headings and titles to the
18
Articles and Sections of this Lease are for convenience only and shall
have no effect on the interpretation of any part of the Lease.
B. Tenant shall not record this Lease without Landlord's prior written
consent, but the parties shall, at the request of either party, execute
and record a memorandum of this Lease in a form acceptable to both
parties.
C. Landlord and Tenant hereby waive any right to trial by jury in any
proceeding based upon a breach of this Lease.
D. Whenever a period of time is prescribed for the taking of an action by
Landlord or Tenant, the period of time for the performance of such action
shall be extended by the number of days that the performance is actually
delayed due to strikes, acts of God, shortages of labor or materials,
war, civil disturbances and other causes beyond the reasonable control of
the performing party ("Force Majeure"). However, events of Force Majeure
shall not extend any period of time for the payment of Rent or other sums
payable by either party or any period of time for the written exercise of
an option or right by either party.
E. After the Commencement Date, Landlord shall have the right to transfer
and assign, in whole or in part, all of its rights and obligations under
this Lease and in the Building and/or Property referred to herein, and
upon such transfer, and upon Landlord's delivery of the Security Deposit
to the transferee and the transferee's written assumption of all of
Landlord's obligations contained in this Lease accruing from and after
the date of such assumption, Landlord shall be released from any further
obligations hereunder, and Tenant agrees to look solely to the successor
in interest of Landlord for the performance of such obligations.
F. 1. Tenant represents that it has dealt directly with and only with
the Brokers as a broker in connection with this Lease. Tenant
shall indemnify and hold Landlord and the Landlord Related Parties
harmless from all claims of any other brokers claiming to have
represented Tenant in connection with this Lease. Landlord agrees
to indemnify and hold Tenant and the Tenant Related Parties
harmless from all claims of the Brokers and any brokers claiming
to have represented Landlord in connection with this Lease.
Landlord agrees to pay a brokerage commission to Brokers in
accordance with the terms of a written commission agreement
between Landlord and Brokers.
2. Agency Disclosure. At the signing of this Lease, Landlord's
leasing agent, ▇▇▇ ▇'▇▇▇▇▇, of Colliers International, Inc.
represented Landlord. At the signing of this Lease, Tenant's
agent, ▇▇▇▇▇ ▇▇▇▇▇▇ of Leibsohn & Company represented Tenant. Each
party signing this document confirms that the prior oral and/or
written disclosure of agency was provided to such party in this
transaction, as required by RCW 18.86.030(1)(g).
3. Landlord and Tenant, by their execution of this Lease, each
acknowledge and agree that they have timely received a pamphlet on
the law of real estate agency as required under RCW
18.86.030(1)(f).
G. Tenant covenants, warrants and represents that: (1) each individual
executing, attesting and/or delivering this Lease on behalf of Tenant is
authorized to do so on behalf of Tenant; (2) this Lease is binding upon
Tenant; and (3) Tenant is duly organized and legally existing in the state
of its organization and is qualified to do business in the state in which
the Premises are located. If there is more than one Tenant, or if Tenant
is comprised of more than one party or entity, the obligations imposed upon
Tenant shall be joint and several obligations of all the parties and
entities. Notices, payments and agreements given or made by, with or to any
one person or entity constituting Tenant shall be deemed to have been given
or made by, with and to all of them.
Landlord covenants, warrants and represents that: (1) each individual
executing, attesting and/or delivering this Lease on behalf of Landlord is
authorized to do so on behalf of Landlord; (2) this Lease is binding upon
Landlord; and (3) Landlord is duly organized and legally existing in the
state of its organization and is qualified to do business in the state in
which the Premises are located.
H. Time is of the essence with respect to Tenant's exercise of any expansion,
renewal or extension rights granted to Tenant. This Lease shall create
only the relationship of landlord and tenant between the parties, and not a
partnership, joint venture or any other relationship. This Lease and the
covenants and conditions in this Lease shall
19
inure only to the benefit of and be binding only upon Landlord and Tenant
and their permitted successors and assigns.
I. The expiration of the Term, whether by lapse of time or otherwise, shall
not relieve either party of any obligations which accrued prior to or which
may continue to accrue after the expiration or early termination of this
Lease. Without limiting the scope of the prior sentence, it is agreed
that Tenant's obligations under Sections IV.A, IV.B., VIII, XIV, XX, XXV
and XXX shall survive the expiration or early termination of this Lease.
J. Landlord has delivered a copy of this Lease to Tenant for Tenant's review
only, and the delivery of it does not constitute an offer to Tenant or an
option. This Lease shall not be effective against any party hereto until
an original copy of this Lease has been signed by such party.
K. All understandings and agreements previously made between the parties are
superseded by this Lease, and neither party is relying upon any warranty,
statement or representation not contained in this Lease. This Lease may be
modified only by a written agreement signed by Landlord and Tenant.
L. Tenant, within 15 days after request, shall provide Landlord with a current
financial statement and such other information as Landlord may reasonably
request in order to create a "business profile" of Tenant and determine
Tenant's ability to fulfill its obligations under this Lease. Landlord,
however, shall not require Tenant to provide such information unless
Landlord is requested to produce the information in connection with a
proposed financing or sale of the Building. Upon written request by
Tenant, Landlord shall enter into a commercially reasonable confidentiality
agreement covering any confidential information that is disclosed by
Tenant.
XXXII. Entire Agreement.
This Lease and the following exhibits and attachments constitute the
entire agreement between the parties and supersede all prior agreements and
understandings related to the Premises, including all lease proposals, letters
of intent and other documents: Exhibit A (Outline and Location of Premises),
Exhibit A-1 (Legal Description of Property), Exhibit B (Rules and Regulations),
Exhibit C (Commencement Letter), Exhibit D (Work Letter Agreement), Exhibit E
(Additional Provisions), Exhibit F (Subordination Agreement), Exhibit G (Rooftop
Rates), Exhibit H (Form of Letter of Credit), Exhibit I (Ground Lessor
Nondisturbance Agreement) and Exhibit J (Facade Signage).
20
Landlord and Tenant have executed this Lease as of the day and year first
above written.
LANDLORD: THREE BELLEVUE CENTER LLC, a Washington limited
liability company
By: ▇▇▇▇▇▇ RUNSTAD ASSOCIATES LIMITED
PARTNERSHIP, a Washington limited
partnership, its manager
By: ▇▇▇▇▇▇ RUNSTAD & COMPANY, a
Washington corporation, its general
partner
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
---------------------------
Its: Chairman and CEO
---------------------------
By: EOP-THREE BELLEVUE, L.L.C., a Delaware
limited liability company, its manager
By: EOP OPERATING LIMITED PARTNERSHIP, a
Delaware limited partnership, its sole
member
By: EQUITY OFFICE PROPERTIES TRUST, a
Maryland real estate investment
trust, its managing general partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------
Its: COO, EVP Real Estate Operations
--------------------------------
TENANT: ▇▇▇▇▇▇▇▇▇.▇▇▇, INC., a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
----------------------------
Its: CEO
----------------------------
21
LANDLORD ACKNOWLEDGMENTS
STATE OF )
) ss:
COUNTY OF )
On this the 3rd day of February, 2000, before me a Notary Public duly
authorized in and for the said County in the State aforesaid to take
acknowledgments personally appeared Chairman and CEO known to me to be the
▇. ▇. ▇▇▇▇▇▇▇ of ▇▇▇▇▇▇ Runstad & Company, the general partner of ▇▇▇▇▇▇ Runstad
Associates Limited Partnership, a Member of THREE BELLEVUE CENTER LLC, a
Washington limited liability company, the Landlord in the foregoing instrument,
and acknowledged that as such officer, being authorized so to do, (s)he executed
the foregoing instrument on behalf of said corporation by subscribing the name
of such corporation by himself/herself as such officer and caused the corporate
seal of said corporation to be affixed thereto, as a free and voluntary act, and
as the free and voluntary act of said corporation, for the uses and purposes
therein set forth.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------
Printed Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------
Residing at: Seattle
--------------------------
My Commission expires: 3/29/2000
----------------
STATE OF Illinois )
) ss:
COUNTY OF ▇▇▇▇ )
On this the 10th day of March, 2000, before me a Notary Public duly
authorized in and for the said County in the State aforesaid to take
acknowledgments personally appeared COO, EVP A.E. OPS known to me to be the
▇▇▇▇▇▇▇ ▇▇▇▇▇ of Equity Office Properties Trust, the general partner of EOP
Operating Limited Partnership, the sole member of EOP-Three Bellevue, L.L.C., a
Member of THREE BELLEVUE CENTER LLC, a Washington limited liability company, the
Landlord in the foregoing instrument, and acknowledged that as such officer,
being authorized so to do, (s)he executed the foregoing instrument on behalf of
said corporation by subscribing the name of such corporation by himself/herself
as such officer and caused the corporate seal of said corporation to be affixed
thereto, as a free and voluntary act, and as the free and voluntary act of said
corporation, for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------
Printed Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------
Residing at: Illinois
--------------------------
My Commission expires: 7/31/2000
----------------
▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ )
) ss:
COUNTY OF KING )
On this the 2nd day of February, 2000, before me a Notary Public duly
authorized in and for the said County in the State aforesaid to take
acknowledgments personally appeared CEO known to me to be the ▇▇▇▇▇▇ ▇▇▇▇ of
▇▇▇▇▇▇▇▇▇.▇▇▇, INC., the Tenant in the foregoing instrument, and acknowledged
that as such officer, being authorized so to do, (s)he executed the foregoing
instrument on behalf of said corporation by subscribing the name of such
corporation by himself/herself as such officer and caused the corporate seal of
said corporation to be affixed thereto, as a free and voluntary act, and as the
free and voluntary act of said corporation, for the uses and purposes therein
set forth.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------
Printed Name: ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------
Residing at: Bothell, WA
-------------------------
My Commission expires: 2/27/03
---------------
23
EXHIBIT A
PREMISES
--------
This Exhibit is attached to and made a part of the Lease dated February ___,
2000, by and between Three Bellevue Center LLC ("Landlord") and ▇▇▇▇▇▇▇▇▇.▇▇▇,
Inc. ("Tenant") for space in the Building located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
Exhibit A
EXHIBIT A-1
LEGAL DESCRIPTION OF PROPERTY
-----------------------------
This Exhibit is attached to and made a part of the Lease dated February ___,
2000, by and between Three Bellevue Center LLC, a Washington limited liability
company ("Landlord") and ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Delaware corporation ("Tenant")
for space in the Building located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇.
PARCEL A:
THAT PORTION OF ▇▇▇ ▇ ▇▇ ▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ PLAT NO. 1, AS PER
PLAT RECORDED IN VOLUME 7 OF PLATS, PAGE 47, RECORDS OF KING COUNTY, DESCRIBED
AS FOLLOWS:
BEGINNING AT A POINT ON THE WEST LINE OF THE EAST 230 FEET OF
SAID LOT 2 WHICH IS SOUTH 00 DEGREES 05'54f" WEST ALONG SAID WEST LINE
297 FEET FROM THE NORTH LINE OF SAID LOT 2;
THENCE SOUTH 89 DEGREES 54 minutes 06 seconds EAST 178 FEET;
THENCE SOUTH 44 DEGREES 54 minutes 06 seconds EAST 14.14 FEET;
THENCE SOUTH 89 DEGREES 54 minutes 06 seconds EAST 12 FEET TO THE WEST LINE OF
THE EAST 30 FEET OF SAID LOT 2;
THENCE SOUTH 00 DEGREES 05 minutes 54 seconds WEST ALONG SAID WEST LINE 138.02
FEET TO THE SOUTH LINE OF THE NORTH 120 FEET OF THE SOUTH 1/2 OF SAID LOT 2;
THENCE NORTH 88 DEGREES 44 minutes 41 seconds WEST ALONG SAID SOUTH LINE 200.04
FEET TO THE WEST LINE OF THE EAST 230 FEET OF SAID LOT 2;
THENCE NORTH 00 DEGREES 05 minutes 54 seconds EAST ALONG SAID WEST LINE 143.98
FEET TO THE POINT OF BEGINNING;
(ALSO KNOWN AS PARCEL B OF CITY OF BELLEVUE LOT LINE REVISION
NO. 84-43 RECORDED UNDER RECORDING NO. 8503079001)
SITUATE IN ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇.
PARCEL B:
THAT PORTION OF THE SOUTH 1/2 OF ▇▇▇ ▇ ▇▇ ▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ PLAT
NO. 1, AS PER PLAT RECORDED IN VOLUME 7 OF PLATS, PAGE 47, RECORDS OF KING
COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE WEST LINE OF THE EAST 30
FEET OF SAID LOT 2 WITH THE SOUTH LINE THEREOF;
THENCE NORTH 88 DEGREES 46 minutes 31 seconds WEST ALONG SAID SOUTH LINE 221.81
FEET;
THENCE NORTH 00 DEGREES 05 minutes 54 seconds EAST 108.37 FEET;
THENCE SOUTH 89 DEGREES 54 minutes 06 seconds EAST 21.77 FEET TO THE WEST LINE
OF THE EAST 230 FEET OF SAID LOT 21'
THENCE NORTH 00 DEGREES 05 minutes 54N EAST ALONG SAID WEST LINE 80.31 FEET
TO THE SOUTH LINE OF PARCEL B OF CITY OF BELLEVUE BOUNDARY
LINE ADJUST NO. 84-43, RECORDED UNDER KING COUNTY RECORDING
NO. ▇▇▇▇▇▇▇▇▇▇;
THENCE SOUTH 88 DEGREES 44 minutes 41 seconds EAST ALONG SAID SOUTH LINE 200.04
FEET TO THE WEST LINE OF THE EAST 30 FEET OF SAID LOT 2;
THENCE SOUTH 00 DEGREES 05 minutes 54 seconds WEST ALONG SAID WEST LINE 189.00
FEET TO BEGINNING;
(ALSO KNOWN AS LOT 2 OF CITY OF BELLEVUE BOUNDARY LINE ADJUSTMENT NO. BLA-90-
7034 RECORDED UNDER RECORDING NO. 9201159011);
SITUATE IN ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇.
BOTH PARCELS ABOVE ALSO BEING DESCRIBED AS FOLLOWS:
Exhibit A-1
THAT PORTION OF ▇▇▇ ▇ ▇▇ ▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ PLAT NO. 1, AS PER
PLAT RECORDED IN VOLUME 7 OF PLATS, PAGE 47, RECORDS OF KING COUNTY, DESCRIBED
AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT 2; THENCE NORTH 88 DEGREES 46
minutes 31 seconds ST 30.00 FEET ALONG THE SOUTH LINE THEREOF TO THE WEST LINE
OF THE EAST 30.00 FEET OF SAID ▇▇▇ ▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇. (60 FEET
WIDE) AND THE TRUE POINT OF BEGINNING;
THENCE CONTINUING NORTH 88 DEGREES 4 minutes 13 seconds WEST 221.81 FEET ALONG
SAID SOUTH LINE AND THE SOUTH LINE OF LOT 2 OF CITY OF BELLEVUE
BOUNDARY LINE ADJUSTMENT NO. BLA-90-7034, RECORDED UNDER KING
COUNTY RECORDING NO. 9201159011 TO THE ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇ ▇ ▇▇ ▇▇▇-▇▇-▇▇▇▇;
THENCE ALONG THE WEST LINE OF LAST SAID LOT 2 THE FOLLOWING
THREE COURSES:
THENCE NORTH 00 DEGREES 05 minutes 31 seconds EAST 108.37 FEET;
THENCE SOUTH 89 DEGREES 54 minutes 29 seconds EAST 21.77 FEET;
THENCE NORTH 00 DEGREES 05 minutes 31 seconds EAST 80.31 FEET TO THE MOST
NORTHERLY NORTHWEST CORNER OF SAID ▇▇▇ ▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇ OF
CITY OF BELLEVUE LOT LINE REVISION NO. 84-43, RECORDED UNDER KING COUNTY
RECORDING NO. 8503079001;
THENCE CONTINUING NORTH 00 DEGREES 05 minutes 31 seconds EAST 143.98 FEET ALONG
THE WEST LINE OF SAID PARCEL B TO THE NORTHWEST CORNER THEREOF; THENCE ALONG THE
NORTH LINE OF SAID PARCEL B THE FOLLOWING THREE COURSES:
THENCE SOUTH 89 DEGREES 54 minutes 29 seconds EAST 178.00 FEET;
THENCE SOUTH 44 DEGREES 54 minutes 29 seconds EAST 14.14 FEET;
THENCE SOUTH 89 DEGREES 54 minutes 29 seconds EAST 12.00 FEET TO THE EAST LINE
OF SAID PARCEL B AND SAID WEST MARGIN OF 108TH AVENUE N.E.;
THENCE SOUTH 00 DEGREES 05 minutes 31 seconds WEST 327.02 FEET ALONG SAID WEST
MARGIN TO THE TRUE POINT OF BEGINNING;
SITUATE IN ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇ OF WASHINGTON.
Exhibit A-1
EXHIBIT B
BUILDING RULES AND REGULATIONS
------------------------------
The following rules and regulations shall apply, where applicable, to the
Premises, the Building, the parking garage (if any), the Property and the
appurtenances. Capitalized terms have the same meaning as defined in the Lease.
1. Sidewalks, doorways, vestibules, halls, stairways and other similar areas
shall not be obstructed by Tenant or used by Tenant for any purpose other
than ingress and egress to and from the Premises. No rubbish, litter,
trash, or material shall be placed, emptied, or thrown in those areas. At
no time shall Tenant permit Tenant's employees to loiter in Common Areas or
elsewhere about the Building or Property.
2. Plumbing fixtures and appliances shall be used only for the purposes for
which designed, and no sweepings, rubbish, rags or other unsuitable
material shall be thrown or placed in the fixtures or appliances. Damage
resulting to fixtures or appliances by Tenant, its agents, employees or
invitees, shall be paid for by Tenant, and Landlord shall not be
responsible for the damage.
3. No signs, advertisements or notices shall be painted or affixed to windows,
doors or other parts of the Building, except those of such color, size,
style and in such places as are first approved in writing by Landlord and
except as otherwise set forth in the Lease. All tenant identification and
suite numbers at the entrance to the Premises shall be installed by
Landlord, at Tenant's cost and expense, using the standard graphics for the
Building. Except in connection with the hanging of lightweight pictures and
wall decorations, no nails, hooks or screws shall be inserted into any part
of the Premises or Building except by the Building maintenance personnel.
4. Landlord will provide and maintain in the first floor (main lobby) of the
Building an alphabetical directory board or other directory device listing
tenants, and no other directory shall be permitted unless previously
consented to by Landlord in writing.
5. Tenant shall not place any lock(s) on any door in the Premises or Building
without Landlord's prior written consent and Landlord shall have the right
to retain at all times and to use keys to all locks within and into the
Premises. A reasonable number of keys to the locks on the entry doors in
the Premises shall be furnished by Landlord to Tenant at Tenant's cost, and
Tenant shall not make any duplicate keys. All keys shall be returned to
Landlord at the expiration or early termination of this Lease.
6. All contractors, contractor's representatives and installation technicians
performing work in the Building shall be subject to Landlord's prior
approval and shall be required to comply with Landlord's standard rules,
regulations, policies and procedures, which may be revised from time to
time.
7. Movement in or out of the Building of furniture or office equipment, or
dispatch or receipt by Tenant of merchandise or materials requiring the use
of elevators, stairways, lobby areas or loading dock areas, shall be
restricted to hours designated by Landlord. Tenant shall obtain Landlord's
prior approval by providing a detailed listing of the activity. If
approved by Landlord, the activity shall be under the supervision of
Landlord and performed in the manner required by Landlord. Tenant shall
assume all risk for damage to articles moved and injury to any persons
resulting from the activity. If equipment, property, or personnel of
Landlord or of any other party is damaged or injured as a result of or in
connection with the activity, Tenant shall be solely liable for any
resulting damage or loss.
8. Landlord shall have the right to approve the weight, size, or location of
heavy equipment or articles in and about the Premises. Damage to the
Building by the installation, maintenance, operation, existence or removal
of property of Tenant shall be repaired at Tenant's sole expense.
9. Corridor doors, when not in use, shall be kept closed.
10. Tenant shall not: (1) make or permit any improper, objectionable or
unpleasant noises or odors in the Building, or otherwise interfere in any
way with other tenants or persons having business with them; (2) solicit
business or distribute, or cause to be distributed,
Exhibit B - Page 1
in any portion of the Building, handbills, promotional materials or other
advertising; or (3) conduct or permit other activities in the Building that
might, in Landlord's reasonable opinion, constitute a nuisance.
11. No animals, except those assisting handicapped persons, shall be brought
into the Building or kept in or about the Premises.
12. No inflammable, explosive or dangerous fluids or substances shall be used
or kept by Tenant in the Premises, Building or about the Property. Tenant
shall not, without Landlord's prior written consent, use, store, install,
spill, remove, release or dispose of, within or about the Premises or any
other portion of the Property, any asbestos-containing materials or any
solid, liquid or gaseous material now or subsequently considered toxic or
hazardous under the provisions of 42 U.S.C. Section 9601 et seq. or any
other applicable environmental Law which may now or later be in effect.
Tenant shall comply with all Laws pertaining to and governing the use of
these materials by Tenant, and shall remain solely liable for the costs of
abatement and removal.
13. Tenant shall not use or occupy the Premises in any manner or for any
purpose which might injure the reputation or impair the present or future
value of the Premises or the Building. Tenant shall not use, or permit any
part of the Premises to be used, for lodging, sleeping or for any illegal
purpose.
14. Tenant shall not take any action which would violate Landlord's labor
contracts or which would cause a work stoppage, picketing, labor disruption
or dispute, or interfere with Landlord's or any other tenant's or
occupant's business or with the rights and privileges of any person
lawfully in the Building ("Labor Disruption"). Tenant shall take the
actions necessary to resolve the Labor Disruption, and shall have pickets
removed and, at the request of Landlord, immediately terminate any work in
the Premises that gave rise to the Labor Disruption, until Landlord gives
its written consent for the work to resume. Tenant shall have no claim for
damages against Landlord or any of the Landlord Related Parties, nor shall
the date of the commencement of the Term be extended as a result of the
above actions.
15. Tenant shall not install, operate or maintain in the Premises or in any
other area of the Building, electrical equipment that would overload the
electrical system beyond its capacity for proper, efficient and safe
operation as determined solely by Landlord. Tenant shall not furnish
cooling or heating to the Premises, including, without limitation, the use
of electronic or gas heating devices, without Landlord's prior written
consent.
16. Tenant shall not operate or permit to be operated a coin or token operated
vending machine or similar device (including, without limitation,
telephones, lockers, toilets, scales, amusement devices and machines for
sale of beverages, foods, candy, cigarettes and other goods), except for
machines for the exclusive use of Tenant's employees, and then only if the
operation does not violate the lease of any other tenant in the Building.
17. Bicycles and other vehicles are not permitted inside the Building or on the
walkways outside the Building, except in areas designated by Landlord.
18. Landlord may from time to time adopt systems and procedures for the
security and safety of the Building, its occupants, entry, use and
contents. Tenant, its agents, employees, contractors, guests and invitees
shall comply with Landlord's systems and procedures.
19. Landlord shall have the right to prohibit the use of the name of the
Building or any other publicity by Tenant that in Landlord's sole opinion
may impair the reputation of the Building or its desirability. Upon
written notice from Landlord, Tenant shall refrain from and discontinue
such publicity immediately.
20. Tenant shall not canvass, solicit or peddle in or about the Building or the
Property.
21. Neither Tenant nor its agents, employees, contractors, guests or invitees
shall smoke or permit smoking in the Common Areas, unless the Common Areas
have been declared a designated smoking area by Landlord, nor shall the
above parties allow smoke from the Premises to emanate into the Common
Areas or any other part of the Building. Landlord shall have the right to
designate the Building (including the Premises) as a non-smoking building.
Exhibit B - Page 2
22. Landlord shall have the right to designate and approve standard window
coverings for the Premises and to establish rules to assure that the
Building presents a uniform exterior appearance. Tenant shall ensure, to
the extent reasonably practicable, that window coverings are closed on
windows in the Premises while they are exposed to the direct rays of the
sun.
23. Deliveries to and from the Premises shall be made only at the times, in the
areas and through the entrances and exits designated by Landlord. Tenant
shall not make deliveries to or from the Premises in a manner that might
interfere with the use by any other tenant of its premises or of the Common
Areas, any pedestrian use, or any use which is inconsistent with good
business practice.
24. The work of cleaning personnel shall not be hindered by Tenant after 5:30
P.M., and cleaning work may be done at any time when the offices are
vacant. Windows, doors and fixtures may be cleaned at any time. Tenant
shall provide adequate waste and rubbish receptacles to prevent
unreasonable hardship to the cleaning service.
Exhibit B - Page 3
EXHIBIT C
---------
COMMENCEMENT LETTER
(EXAMPLE)
Date:
Tenant: ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
Address:
Re: Commencement Letter with respect to that certain Lease dated as of
February ___, 2000 by and between THREE BELLEVUE CENTER LLC, as Landlord,
and ▇▇▇▇▇▇▇▇▇.▇▇▇, INC., as Tenant, for 65,331 square feet of Rentable
Area on the Floors 8, 9, 10, 11 and 12 of the Building located at ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇.
Dear :
In accordance with the terms and conditions of the above referenced Lease,
Tenant accepts possession of the Premises and agrees:
1. The Commencement Date of the Lease is ;
2. The Termination Date of the Lease is .
Please acknowledge your acceptance of possession and agreement to the
terms set forth above by signing all 3 counterparts of this Commencement Letter
in the space provided and returning 2 fully executed counterparts to my
attention.
Sincerely,
Property Manager
Agreed and Accepted:
Tenant:
By:
Name:
Title:
Date:
Exhibit C
EXHIBIT D
WORK LETTER
-----------
This Exhibit is attached to and made a part of the Lease dated February __,
2000, by and between WRC THREE BELLEVUE CENTER LLC, a Washington limited
liability company ("Landlord") and ▇▇▇▇▇▇▇▇▇.▇▇▇, INC., a Delaware corporation
("Tenant") for space on Floors 8, 9, 10, 11 and 12 in the Building located at
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
Defined terms used in this Exhibit D shall have the same meanings given
them in the attached Lease.
I. IMPROVEMENTS PROVIDED BY LANDLORD: Landlord agrees to provide
improvements to the Building and the Premises pursuant to the attached Exhibit
D-1, Base Building Condition and the Plans and Specifications listed on Exhibit
D-2 ("Landlord Work").
II. IMPROVEMENTS BY TENANT/REIMBURSEMENT BY LANDLORD: Design and
construction of all improvements in the Premises beyond those listed on Exhibit
D-1 (the "Tenant Improvements") shall be provided at Tenant's expense. Landlord
shall pay the cost of such additional improvements up to an amount equal to
$32.00 per square foot of "Tenant's Usable Area" as outlined on the floor
plan(s) in Exhibit A, for a total payment by Landlord, based on a usable area of
96,951 square feet, of $3,102,432.00 (the "Allowance"). The Allowance shall be
applied only to the cost of design and construction of such improvements,
including but not be limited to: architectural and engineering design,
partitions (including one-half (1/2) the cost of any public corridor or demising
partitions enclosing the Tenant's Usable Area), doors, door frames, hardware,
paint, wall coverings, base, ceilings, lights, mechanical distribution,
diffusers, thermostats, sprinkler distribution, sprinkler heads, emergency
speakers, fire extinguishers and cabinets, telephone and electrical outlets,
light switches, floor coverings, and all applicable permit fees and sales tax.
Landlord shall obtain all permits and government approvals and assume
specific responsibility for delivery of the Premises as defined in the Lease and
this Exhibit D, provided Tenant shall have met the drawing delivery dates
herein. Landlord has approved Tenant's selection of ▇▇▇▇▇▇ Construction Company
(the "Tenant Improvement Contractor") to construct the Tenant Improvements.
TENANT ACKNOWLEDGES THAT UNTIL APPROXIMATELY MAY 1, 2000, A SIGNIFICANT
AMOUNT OF CONSTRUCTION ACTIVITY RELATED TO THE CONSTRUCTION OF THE BUILDING
SHELL AND CORE AND OTHER TENANT SPACES WILL BE ONGOING IN THE BUILDING. AS A
RESULT, ACCESS TO THE BUILDING AND TO CERTAIN SERVICES, SUCH AS VERTICAL
TRANSPORTATION, WILL BE LIMITED. IT IS THEREFORE ESSENTIAL THAT TENANT AND THE
TENANT IMPROVEMENT CONTRACTOR COORDINATE ALL OF THEIR WORK IN THE PREMISES
THROUGH ▇▇▇▇▇ ▇▇▇▇▇ OR ▇▇▇▇▇ ▇▇▇▇-▇▇▇▇, LANDLORD'S CONSTRUCTION COORDINATORS
("LANDLORD'S COORDINATORS"). TENANT SHALL CONSULT WITH LANDLORD'S COORDINATORS
IN ALL ASPECTS OF THE TENANT IMPROVEMENTS CONSTRUCTION AND SHALL INCLUDE
LANDLORD'S COORDINATORS IN ALL OWNER/CONTRACTOR MEETINGS. IN ORDER TO INCREASE
THE EFFICIENCY OF CONSTRUCTING THE TENANT IMPROVEMENTS, WITH RESPECT TO BOTH
COST AND TIMING, TENANT IS ENCOURAGED TO OBTAIN A BID FOR CONSTRUCTION OF THE
TENANT IMPROVEMENTS FROM ▇▇▇▇▇▇ CONSTRUCTION CO., INC. ("▇▇▇▇▇▇"), THE BUILDING
SHELL AND CORE GENERAL CONTRACTOR. ▇▇▇▇▇▇ HAS EXPRESSED ITS WILLINGNESS TO
NEGOTIATE ITS CONSTRUCTION FEE AND WILL COMPETITIVELY BID ALL SUBCONTRACTS ON AN
OPEN-BOOK BASIS. IN ALL EVENTS, LANDLORD'S COORDINATORS WILL PROVIDE
COORDINATION WITH THE TENANT IMPROVEMENT CONTRACTOR FOR NO FEE.
III. BUILDING STANDARD IMPROVEMENTS: Except as Landlord and Tenant may
otherwise agree, Tenant shall use Building Standard lighting, window coverings,
doors, relites, hardware, ceiling treatment and heating, ventilating and air
conditioning distribution equipment and controls.
Exhibit D - Page 1
IV. DESIGN OF TENANT IMPROVEMENTS: Tenant, at Tenant's cost (except as
provided below) and with the approval of Landlord, has retained CNA Architecture
("Tenant's Office Planner") to prepare the necessary drawings for Basic Plans
and supply the information necessary to complete the Working Drawings and
Engineering Drawings referred to in Section IV(B) of this Exhibit D for
construction of the tenant improvements in Tenant's area. Notwithstanding the
foregoing, Landlord shall provide an initial space plan of the Premises, at
Landlord's expense, not to exceed $.12 per usable square foot of area in the
Premises,. Any cost of such space plan in excess of $.12 per usable square foot
shall be paid by Tenant. All of Tenant's plans described below ("Tenant's
Plans") shall be delivered to Landlord on the dates stated (the "Plan Delivery
Dates"), and shall be subject to approval of Landlord, such approval not to be
unreasonably withheld or delayed. Landlord agrees to respond in writing with
approval or comments within five (5) business days after receipt of each
component of Tenant's Plans.
Tenant's Office Planner shall ensure that the work shown on Tenant's
Plans is compatible with the basic Building plans and that necessary basic
Building modifications are included in Tenant's Plans. Such modifications shall
be subject to Landlord approval. If such approved basic Building modifications
are made subsequent to completion of the shell and core documents or Landlord's
architect reasonably charges Landlord for such changes, then such modifications
shall be subject to Landlord's approval and the cost of the changes to the
documents as well as any increased shell and core construction costs shall be
paid by Tenant.
On or before the indicated dates, Tenant shall supply Landlord with
one (1) reproducible copy and five (5) black line prints of the following
Tenant's Plans with respect to the Tenant Improvements in the Premises:
A. Basic Plans Delivery Date: January 3, 2000
The Basic Plans due on this date shall be signed by Tenant and
include:
Architectural Floor Plans: These shall be fully dimensioned floor
plans showing partition layout and identifying each room with a number and each
door with a number. The Basic Plans must clearly identify and locate equipment
requiring plumbing or other special mechanical systems, area(s) subject to
above-normal floor loads, special openings in the floor, and other major or
special features.
B. Working Drawings Delivery Date: January 3, 2000
On this date and at Tenant's expense, Tenant's Office Planner shall
produce four (4) sets of Full Working Drawings for construction from the Basic
Plans using the Pin Bar or CADD System, which system shall be approved by
Landlord for compatibility with the other Building drawings. The four (4) sets
of Working Drawings due on this date shall be signed by the Tenant and include
all items in the Basic Plans referenced in Section IV(A) above plus the
following additional information:
(1) Electrical and Telephone Outlets: Locate all power and telephone
requirements: Dimension the position from a corner and give height above
concrete slab for all critically located outlets. Identify all dedicated
circuits and identify all power outlets greater than 120 volts. For the
equipment used in these outlets which require dedicated circuits and/or which
require greater than 120 volts, identify the type of equipment, the
manufacturer's name and the manufacturer's model number, and submit a brochure
for each piece of equipment. Also identify the manufacturer's name of the phone
system to be used and the power requirements, size, and location of its
processing equipment.
(2) Reflected Ceiling Plan: Lighting layout showing location and type
of all Building Standard and special lighting fixtures.
(3) Furniture Layout: Layout showing furniture location so that
Landlord's engineer can review the location of all light fixtures.
The Allowance shall be applied to the cost of the engineers retained
by Tenant's Office Planner. The Allowance shall also be applied to any
necessary review of the Engineering Drawings by Landlord's shell and core
engineers: electrical (▇▇▇▇▇▇ Electric), mechanical (▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇) and
structural plans (KPFF) (Engineering Drawings) for Tenant's improvements based
on the signed Working Drawings.
The Working Drawings shall be delivered to the Tenant Improvement
Contractor
Exhibit D - Page 2
for purposes of preparing a preliminary estimate of construction costs.
C. Permit Submittal Package: January 3, 2000
On this date, Tenant shall deliver to Landlord all materials necessary to
submit a full building permit application to the appropriate municipality.
D. Final Plans Review Date: February 7, 2000
On this date, Tenant's Office Planner shall deliver to Landlord and
Tenant for review and approval four (4) complete sets of Final Plans which will
incorporate the Working Drawings referenced in Section IV(B) above, plus the
following additional information:
(1) Millwork Details: These drawings shall be in final form with
Tenant's Office Planner's title block along the right border of the drawing, and
shall include construction details of all cabinets, paneling, trim, bookcases,
and door and jamb details for non-Building Standard doors and jambs.
(2) Keying Schedules and Hardware Information: This information
shall be in final form and include a preliminary keying schedule indicating
which doors are locked, plus an "X" on the side of the door where the key will
be inserted if a keyed door. Complete specifications for all non-Building
Standard hardware will also be provided.
(3) Room Finish and Color Schedule: This information shall be in
final form and include locations and specifications for all wall finishes, floor
covering and base for each room.
(4) Construction Notes and Specifications: Complete specifications
for every item included except those specified by the Landlord.
E. Final Plans Delivery Date: February 7, 2000
The four (4) sets of Final Plans approved by Landlord and Tenant and
due on this date shall include all the Final Plans referenced in Section IV(D)
above. Final Plans are to be signed by Tenant and delivered to Landlord by the
Final Plans Delivery Date. Landlord shall return one (1) signed set to Tenant
for Tenant's records. Landlord will incorporate or submit Engineering Drawings
with Tenant's Final Plans for transmittal to Landlord's Contractor.
F. Anticipated Construction Commencement Date: February 1, 2000
On this date Landlord anticipates that construction of the Tenant
Improvements shall commence.
Tenant shall be responsible for delays and additional costs in
completion of the Tenant Improvements incurred as a result of changes made to
any of Tenant's Plans after the specified Plan Delivery Date, delays caused by
Tenant's failure to comply with the Plan Delivery Dates, Tenant's failure to
provide adequate specifications or information for the completion of Tenant's
Plans, or by delays caused by Tenant's specification of special materials; but
only to the extent any of the foregoing delays or prevents critical path work or
adversely affects completion.
V. CONSTRUCTION OF TENANT IMPROVEMENTS
A. Authorization to Proceed. Upon completion of Tenant's Final
Plans the Final Plans will be submitted to Shell and Core Contractor for
pricing. Shell and Core Contractor shall have two (2) weeks to provide its bid
proposal with respect to completion of the Tenant Improvement Work pursuant to
the Final Plans, and if Tenant, Landlord and Shell and Core Contractor have not
agreed on hiring Shell and Core Contractor within one (1) week after receipt of
Shell and Core Contractor's bid, then the work contemplated in Tenant's Final
Plans shall go out to bid as described in Article II above. The final
construction contract to be entered into between Landlord and the Tenant
Improvement Contractor (including, but not limited to, the guaranteed maximum
price and any provisions regarding delay damages to be contained therein) shall
also be subject to Tenant's review and approval, such approval not to be
unreasonably withheld or delayed. If the Shell and Core Contractor is not
selected as the Tenant Improvement Contractor, Landlord shall entertain bids
from the three (3) firms and Landlord and Tenant shall review all pricing
documentation received from the bidding tenant
Exhibit D - Page 3
improvement contractors, including sub bids, quantities, and unit prices. Within
ten (10) days of receipt of such prices and prior to execution of the Tenant
Improvements construction contract, Tenant shall give Landlord written
authorization to complete the Premises in accordance with such Final Plans and
naming the Tenant Improvement Contractor. Tenant may in such authorization
delete any or all items of extra cost; however, if the Shell and Core Contractor
is selected, then if Landlord deems these changes to be extensive, at its
option, Landlord may within three (3) business days of Tenant's written
authorization refuse to accept the authorization to proceed until all changes
have been incorporated in the Final Plans signed by Tenant and written
acceptance of the revised price has been received by Landlord from Tenant. In
the absence of such written authorization to proceed, Landlord shall not be
obligated to commence work on the Premises and Tenant shall be responsible for
any costs due to any resulting delay in completion of the Premises and as
provided in Section III.A of the Lease.
B. Payments. All costs of designing and constructing the Tenant
Improvements in excess of the Allowance shall be borne solely by Tenant. If the
budgeted cost of designing or constructing the Tenant Improvements, as
reasonably agreed by Landlord and Tenant, exceeds the Allowance, all payments
for the Tenant Improvements shall be shared by Landlord and Tenant in proportion
to their estimated sharing of the total costs of the Tenant Improvements.
Landlord may adjust that sharing ratio from time to time if the cost of
completing the Tenant Improvements has increased or decreased pursuant to change
orders approved by Landlord and Tenant. Tenant shall pay its share of such
costs directly to Landlord in immediately available funds at least one (1)
business day prior to the date such funds are required to be paid to the Tenant
Improvement Contractor or such other party due funds for work related to the
design or construction of the Tenant Improvements, provided Landlord has given
Tenant at least four (4) days prior notice of the amount to be so funded by
Tenant. The progress ▇▇▇▇▇▇▇▇ may include a retainage amount up to ten percent
(10%) of the work ("Retainage"). Final billing shall be rendered and payable
within ten (10) days after acceptance of the Premises by Tenant in accordance
with the terms of the Lease. Retainage pursuant to the terms of this paragraph
shall be payable with such final billing. In the event acceptance of the
Premises is subject to punchlist items as provided in the Lease, a portion of
the retainage equal to the cost to complete each outstanding punchlist item may
be retained until such punchlist item is complete.
C. Final Plans and Modifications. If Tenant shall request any change
after the Final Plans are submitted, Tenant shall request such change in writing
to Landlord and such request shall be accompanied by all plans and
specifications necessary to show and explain changes from the approved Final
Plans. After receiving this information, Landlord shall give Tenant within five
(5) business days a written price for the cost of engineering design services
and an estimate of construction costs to incorporate the change in Tenant's
Final Plans. If Tenant approves such price in writing within five (5) business
days, Tenant shall within five (5) business days have such Final Plans changes
made to engineering drawings and Tenant shall have changes made to other Final
Plan design documents. Within three (3) business days after completion of such
changes in the Final Plans, Landlord shall provide Tenant a written breakdown of
the final costs, if any, which shall be chargeable or credited to Tenant for
such change, addition or deletion and any impact such changes shall have on the
schedule. Landlord shall not charge for its services in relation to any such
modifications. Landlord shall not charge Tenant a construction management fee
for Landlord's work on the Tenant Improvements. If Tenant wishes to proceed with
such changes, Tenant shall within five (5) business days so notify Landlord in
writing. In the absence of such notice, Landlord shall proceed in accordance
with the previously approved Final Plans before such change, addition or
deletion was requested. In accordance with Section 3.A of the Lease, Tenant
shall be responsible for any resulting delay in completion of the Premises due
to modification of Final Plans. Tenant shall also be responsible for any
demolition work required as a result of the change.
D. Improvements Constructed by Tenant. If any work is to be
performed in connection with the Tenant Improvements on the Premises by Tenant
or Tenant's contractor:
(1) Such work shall proceed upon Landlord's written approval (not to
be unreasonably withheld) of (i) Tenant's contractor, (ii) general liability and
property damage insurance satisfactory to Landlord carried by Tenant's
contractor, which insurance shall not be required to exceed levels carried by
the contractor engaged by Landlord to complete Landlord's Work ("Landlord's
Contractor"), and (iii) detailed plans and specifications for such work.
(2) All work shall be done in conformity with a valid building
permit when required, a copy of which shall be furnished for Landlord before
such work is commenced, and in any case, all such work shall be performed in
accordance with all
Exhibit D - Page 4
applicable governmental regulations. Notwithstanding any failure by Landlord to
object to any such work, Landlord shall have no responsibility for Tenant's
failure to meet all applicable regulations.
(3) All work by Tenant or Tenant's contractor shall be done with union
labor in accordance with all union labor agreements applicable to the trades
being employed, unless otherwise agreed to in writing by Landlord.
(4) All work by Tenant or Tenant's contractor shall be scheduled
through Landlord or, with Landlord's approval, directly with Landlord's
Contractor or Tenant Improvement Contractor. Landlord shall make best efforts
to accommodate work by Tenant or Tenant's contractor during times requested.
(5) Tenant or Tenant's contractor shall arrange for necessary utility,
hoisting and elevator service with the Landlord's Contractor or the Tenant
Improvement Contractor and shall pay such reasonable charges for such services
as may be charged by Landlord's Contractor or the Tenant Improvement Contractor.
(6) Tenant shall promptly reimburse Landlord for costs incurred by
Landlord due to faulty work done by Tenant or its contractors, or by reason of
any delays caused by such work, or by reason of inadequate clean-up. Tenant
shall receive notice from Landlord and a reasonable opportunity to cure damages
prior to Landlord undertaking corrective action.
(7) Prior to commencement of any work on the Premises by Tenant or
Tenant's contractor, Tenant or Tenant's contractor shall enter into an indemnity
agreement satisfactory to Landlord indemnifying and holding harmless Landlord
and Landlord's Contractor or the Tenant Improvement Contractor for any
liability, losses or damages directly or indirectly from lien claims affecting
the land, the Building or the Premises arising out of Tenant's or Tenant's
contractor's work or that of subcontractor or suppliers, and subordinating any
such liens to the liens of construction and permanent financing for the
Building.
(8) Landlord shall have the right to post a notice or notices in
conspicuous places in or about the Premises announcing its non- responsibility
for the work being performed therein.
E. Tenant's Entry to Premises. Tenant's entry to the Premises for
any purpose, including without limitation, inspection or performance of Tenant
Construction by Tenant's agents, prior to the Commencement Date as specified in
Section 3.A of the Lease shall be scheduled in advance with Landlord and shall
be subject to all the terms and conditions of the Lease, except the payment of
Rent and Additional Rent. Tenant's entry shall mean entry by Tenant, its
officers, contractors, Tenant's Office Planner, licensees, agents, servants,
employees, guests, invitees, or visitors. Landlord will make reasonable efforts
to accommodate Tenant's request for access to the Premises at all times. Tenant
will supply Landlord with a pre-approved list of individuals who will be allowed
to have access to the Premises prior to the Commencement Date.
F. Tenant's Telephone and Computer/Data Service. Tenant is
responsible for Tenant's telephone service, computer and data service, obtaining
any applicable permits related thereto, and related cabling. Tenant shall
select and coordinate installation of such communication and information systems
with the Landlord pursuant to item V(D)(4) of this Exhibit D.
G. Tenant shall be allowed to install a standby generator and
uninterrupted power supply system at Tenant's sole cost and expense in an area
of the Building that is mutually acceptable to Landlord and Tenant. Tenant
shall also be entitled to provide fencing or other appropriate security for this
area, subject to Landlord's reasonable approval.
Exhibit D - Page 5
H. Landlord shall (i) promptly correct all defects in Landlord's
Work and all failures of such work to conform to the plans and specifications
for such work which have been agreed upon by Landlord and Tenant; and (ii) take
commercially reasonable measures to cause the Tenant Improvement Contractor to
correct all defects in the Tenant Improvements and all failures of the Tenant
Improvements to conform to plans and specifications for such work which have
been agreed upon by Landlord and Tenant, provided in all cases such defects or
non-conformities are disclosed in writing to Landlord within three hundred
thirty five (335) days after the Commencement Date. Landlord shall bear all
costs of correcting Landlord's Work. Costs of correcting the Tenant
Improvements shall be paid in the same manner that the costs of Tenant
Improvements are paid. Landlord and Tenant shall each give the other prompt
written notice after discovering the existence of any such defects or non-
conformities in Landlord's Work and Tenant Improvement work performed by the
Tenant Improvement Contractor.
IN WITNESS WHEREOF, Landlord and Tenant have executed this exhibit as of the day
and year first above written.
WITNESS/ATTEST: LANDLORD: THREE BELLEVUE CENTER LLC, a Washington
limited liability company
By: ▇▇▇▇▇▇ RUNSTAD ASSOCIATES LIMITED
PARTNERSHIP, a Washington limited
partnership, its manager
By: ▇▇▇▇▇▇ RUNSTAD & COMPANY, a
Washington corporation, its
general partner
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
------------------------
Its: Chairman and CEO
------------------------
By: EOP-THREE BELLEVUE, L.L.C., a
Delaware limited liability company,
its manager
By: EOP OPERATING LIMITED
PARTNERSHIP, a Delaware
limited partnership, its sole
member
By: EQUITY OFFICE PROPERTIES
TRUST, a Maryland real
estate investment trust,
its managing general
partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------
Its: COO, EVP Real
---------------------
Estate Operations
---------------------
WITNESS/ATTEST: TENANT: ▇▇▇▇▇▇▇▇▇.▇▇▇, INC., a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
----------------------------
Its: CEO
----------------------------
Exhibit D - Page 6
EXHIBIT D-1
Bare Shell and Core
With Items Done Early
The condition of a bare shell and core floor ready for tenant improvements is as
follows:
. Building Standard restrooms completed.
. Building Standard drinking fountains installed.
. Drywall. Drywall installed around the core areas, perimeter of the floor
(around the windows and soffit) and columns; taped (one coat) and ready for
Tenant's final taping and finishes.
. Main Lobby. The main lobby serving the building is completed.
. Elevator Lobby. All Building Standard elevator lobby finishes are installed
on a multi-tenanted floor. For a single tenanted floor, Landlord will provide
only Building Standard elevator doors, frames, and buttons.
. Life Safety. Life safety includes fire sprinkler riser, code minimum tenant
distribution for open areas with drops to 8'11". Central life safety system
with conduit and wire to floor. Additional heads and sprinkler distribution
(over and above minimum code distribution) or modification of standard layout
and all detectors, strobe lights and speakers are part of Tenant Finish Work
paid for by Tenant.
. Mechanical. Mechanical includes the main system with medium pressure duct
(the main loop) serving the floor. Landlord will install seven (7) VAV boxes
per floor for freeze protection with flexible duct and thermostats hanging
from the box, including connection to main loop. Modification of the Landlord
installed boxes and distribution, including final installation of diffuser
and thermostat, and additional boxes, duct, and thermostats are part of
Tenant Finish Work paid for by Tenant. Landlord will provide plumbing stub-
outs at the core. Each floor shall be served by an auxiliary cooling loop
(five (5) tons per floor) to facilitate 24-hour cooling of computer rooms.
This cooling loop is available to Tenant at no monthly cost, provided Tenant
shall pay all costs of connecting to such cooling loop and the cost of
maintaining any special HVAC equipment installed by Tenant.
. Electrical. Electrical includes panels in the electrical closets based on a
design load of 4.5 ▇▇▇▇▇ per square foot. The main system includes expansion
capabilities for additional panels installed during Tenant Finish Work at
cost of Tenant.
. Perimeter Finishes. Perimeter finishes include the exterior of the building,
support structure, and insulation (as well as drywall work noted above).
. Ceiling Grid. Ceiling grid installed on a 4'x 4' pattern. Additional grid
(cross "T's" to a 2 x 2 pattern) and ceiling tiles are part of Tenant Finish
Work paid by Tenant.
. Elevators and Stairwells. Elevators and stairwells (with Building Standard
finishes) serving the floor are completed. Stairwell vestibules are
unfinished.
. Security. A multi-level cardkey system to control access to the Building and
the Building elevators. Additional card readers in the stairwells (to provide
access among the floors of the Premises) or other areas of the Premises shall
be at Tenant's costs.
. Data Access Lines. The Building shall be served with high capacity fiber
provided by at least two different companies from two access points.
Exhibit D-1
EXHIBIT D-2
List of Building Plans and Specifications
Drawings
--------
CIVIL
-------------------------------------------------------------------------------------------------
C1.0 Abbreviations, Vicinity Map and Legend
-------------------------------------------------------------------------------------------------
C1.1 General Notes
-------------------------------------------------------------------------------------------------
C2.0 Temporary Erosion and Sedimentation Control Plan
-------------------------------------------------------------------------------------------------
C2.1 Demolition Plan
-------------------------------------------------------------------------------------------------
C2.2 Utility Relocation Plan
-------------------------------------------------------------------------------------------------
C2.4 Foundation Drainage Plan (sheet 1 of 2)
-------------------------------------------------------------------------------------------------
C2.5 Foundation Drainage Plan (sheet 2 of 2)
-------------------------------------------------------------------------------------------------
C3.0 TESC Sections and Details
-------------------------------------------------------------------------------------------------
C3.1 Utility Sections and Details
-------------------------------------------------------------------------------------------------
C3.2 Foundation Drainage Sections and Details
-------------------------------------------------------------------------------------------------
C4.0 Storm Drain Profile
-------------------------------------------------------------------------------------------------
C4.1 Water and Sewer Plan
-------------------------------------------------------------------------------------------------
C4.2 106th Ave NE Improvements (sheet 1 of 2)
-------------------------------------------------------------------------------------------------
C4.3 106th Ave NE Improvements (sheet 2 of 2)
-------------------------------------------------------------------------------------------------
C4.4 Pedestrian Corridor
-------------------------------------------------------------------------------------------------
C4.5 Sections & Details
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
ARCHITECTURAL
-------------------------------------------------------------------------------------------------
A1.00 General Notes
-------------------------------------------------------------------------------------------------
A1.01 Site Plan
-------------------------------------------------------------------------------------------------
A1.02A Site Plan
-------------------------------------------------------------------------------------------------
A1.02B Pedestrian Corridor Grading & Layout Plans
-------------------------------------------------------------------------------------------------
A1.02C Off-site Demolition & Improvements at Rainier Plaza
-------------------------------------------------------------------------------------------------
A1.03 Plaza Level Sections and Details
-------------------------------------------------------------------------------------------------
A1.04 Pedestrian Corridor Sections and Elevations
-------------------------------------------------------------------------------------------------
A1.05 Site Details
-------------------------------------------------------------------------------------------------
A1.07 Paving Plans & Details
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
A2.0F Parking Level F Plan
-------------------------------------------------------------------------------------------------
A2.0E Parking Level E Plan
-------------------------------------------------------------------------------------------------
A2.0D Parking Level D Plan
-------------------------------------------------------------------------------------------------
A2.0C Parking Level C Plan
-------------------------------------------------------------------------------------------------
A2.0B Parking Level B Plan
-------------------------------------------------------------------------------------------------
A2.0.A Parking Level A Plan
-------------------------------------------------------------------------------------------------
A2.01 First Floor Plan
-------------------------------------------------------------------------------------------------
A2.01a First Floor Perimeter Slab Edge
-------------------------------------------------------------------------------------------------
A2.02 Second Floor Plan
-------------------------------------------------------------------------------------------------
A2.02a Second Floor Perimeter Slab Edge Plan
-------------------------------------------------------------------------------------------------
A2.03 Third Floor Plan
-------------------------------------------------------------------------------------------------
A2.03a Third Floor Perimeter Slab Edge Plan
-------------------------------------------------------------------------------------------------
A2.04 4th through 12th Floor Plans
-------------------------------------------------------------------------------------------------
A2.14 14th Floor Plan
-------------------------------------------------------------------------------------------------
A2.15 15th Floor Plan
-------------------------------------------------------------------------------------------------
A2.16 16th Floor Plan
-------------------------------------------------------------------------------------------------
A2.17 17th through 21st Floor Plans
-------------------------------------------------------------------------------------------------
A2.22 22nd Floor Plan
-------------------------------------------------------------------------------------------------
A2.23 23rd Floor Plan and Roof Plan
-------------------------------------------------------------------------------------------------
A2.24 Penthouse and Upper Roof Plan
-------------------------------------------------------------------------------------------------
A2.25 Penthouse and Upper Roof Plan
-------------------------------------------------------------------------------------------------
A2.26 Canopy Plan
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
A3.01 Building Elevations
-------------------------------------------------------------------------------------------------
A3.02 Building Elevations
-------------------------------------------------------------------------------------------------
A3.05 Enlarged Podium Elevations and Plans
-------------------------------------------------------------------------------------------------
A3.06 Enlarged Podium Elevations and Plans
-------------------------------------------------------------------------------------------------
A3.07 Enlarged Podium Elevations and Plans
-------------------------------------------------------------------------------------------------
A3.08 Enlarged Podium Elevations and Plans
-------------------------------------------------------------------------------------------------
A3.09 Enlarged Partial Elevations
-------------------------------------------------------------------------------------------------
Exhibit D-2
-------------------------------------------------------------------------------------------------
A3.10 Enlarged Tower Elevations
-------------------------------------------------------------------------------------------------
A3.11 Enlarged Tower Elevations
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
A4.01 North South Building Section
-------------------------------------------------------------------------------------------------
A4.02 East West Building Section
-------------------------------------------------------------------------------------------------
A4.03 Garage Sections
-------------------------------------------------------------------------------------------------
A4.04 Wall Sections - Podium
-------------------------------------------------------------------------------------------------
A4.06 Wall Sections - Tower
-------------------------------------------------------------------------------------------------
A4.07 Wall Sections - Tower
-------------------------------------------------------------------------------------------------
A4.08 Enlarged Tower Plans
-------------------------------------------------------------------------------------------------
A4.10 Podium Details
-------------------------------------------------------------------------------------------------
A4.11 Podium Details
-------------------------------------------------------------------------------------------------
A4.12 Podium Details
-------------------------------------------------------------------------------------------------
A4.13 Podium Details
-------------------------------------------------------------------------------------------------
A4.19 Canopy Details
-------------------------------------------------------------------------------------------------
A4.20 Exterior Details
-------------------------------------------------------------------------------------------------
A4.21 Exterior Details
-------------------------------------------------------------------------------------------------
A4.22 Exterior Details
-------------------------------------------------------------------------------------------------
A4.23 Penthouse Details
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
A5.01 Enlarged Lobby Plan, Sections & Details
-------------------------------------------------------------------------------------------------
A5.02 Enlarged Core Plans
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
A6.01 Stair and Elevator Riser Diagrams
-------------------------------------------------------------------------------------------------
A6.02 Stair #1 Plans and Sections
-------------------------------------------------------------------------------------------------
A6.03 Stair #2 Plans and Sections
-------------------------------------------------------------------------------------------------
A6.04 Stair #3 Plans and Sections/Stair Details
-------------------------------------------------------------------------------------------------
A6.05 Elevator Plans, Sections and Details
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
A7.01 First Floor Reflected Ceiling Plan
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
A8.03 Restroom Elevations and Details
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
A9.01 Partition Types
-------------------------------------------------------------------------------------------------
A9.02 Shaft and Opening Details
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
STRUCTURAL
-------------------------------------------------------------------------------------------------
S0.00 Abbreviations, Drawing Symbols and Drawing List
-------------------------------------------------------------------------------------------------
S0.01 General Notes
-------------------------------------------------------------------------------------------------
S0.02 Load Maps
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
S1.00 Typical Concrete Details
-------------------------------------------------------------------------------------------------
S1.01 Typical Steel Details
-------------------------------------------------------------------------------------------------
S1.02 Typical Steel Details
-------------------------------------------------------------------------------------------------
S1.03 Typical Steel Details
-------------------------------------------------------------------------------------------------
S1.04 Typical Steel Details
-------------------------------------------------------------------------------------------------
S1.05 Typical C.M.U. Details
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
S2.0F Level F Foundation Framing Plan
-------------------------------------------------------------------------------------------------
S2.00 Level E Framing Plan
-------------------------------------------------------------------------------------------------
S2.01 Level D Framing Plan
-------------------------------------------------------------------------------------------------
S2.02 Level C Framing Plan
-------------------------------------------------------------------------------------------------
S2.03 Level B Framing Plan
-------------------------------------------------------------------------------------------------
S2.04 Level A Framing Plan
-------------------------------------------------------------------------------------------------
S2.05 Floor 1 Framing Plan
-------------------------------------------------------------------------------------------------
S2.06 Floor 2 Framing Plan
-------------------------------------------------------------------------------------------------
S2.07 Floor 3 Framing Plan
-------------------------------------------------------------------------------------------------
S2.10 Floors 4-14 Framing Plans
-------------------------------------------------------------------------------------------------
S2.20 Floor 15 Framing Plan
-------------------------------------------------------------------------------------------------
S2.21 Floor 16 Framing Plan
-------------------------------------------------------------------------------------------------
S2.22 Floors 17-22 Framing Plans
-------------------------------------------------------------------------------------------------
S2.30 Floor 23 and Roof Framing Plan
-------------------------------------------------------------------------------------------------
S2.31 Upper Roof and Penthouse Floor Framing Plan
-------------------------------------------------------------------------------------------------
S2.32 Penthouse Roof Framing Plan
-------------------------------------------------------------------------------------------------
S2.40 Partial Plans
-------------------------------------------------------------------------------------------------
Exhibit D-2
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
S3.00 Core Wall Elevation - North
-------------------------------------------------------------------------------------------------
S3.01 Core Wall Elevation - South
-------------------------------------------------------------------------------------------------
S3.02 Core Wall Elevation - East
-------------------------------------------------------------------------------------------------
S3.03 Core Wall Elevation - West
-------------------------------------------------------------------------------------------------
S3.04 Core Wall Sections
-------------------------------------------------------------------------------------------------
S3.04B Core Wall Sections
-------------------------------------------------------------------------------------------------
S3.05 Core Wall Sections
-------------------------------------------------------------------------------------------------
S3.06 Core Wall Sections
-------------------------------------------------------------------------------------------------
S3.07 Core Wall Sections
-------------------------------------------------------------------------------------------------
S3.08 Core Wall Sections
-------------------------------------------------------------------------------------------------
S3.10 Core Wall Details
-------------------------------------------------------------------------------------------------
S3.20 Diaphragm Reinforcement Plan
-------------------------------------------------------------------------------------------------
S3.21 Diaphragm Reinforcement Plan
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
S4.00 Basement Wall Sections
-------------------------------------------------------------------------------------------------
S4.10 Steel Column Schedule
-------------------------------------------------------------------------------------------------
S4.11 Steel Column Schedule
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
S5.00 Sections and Details
-------------------------------------------------------------------------------------------------
S5.01 Sections and Details
-------------------------------------------------------------------------------------------------
S5.02 Sections and Details
-------------------------------------------------------------------------------------------------
S5.03 Sections and Details
-------------------------------------------------------------------------------------------------
S5.04 Canopy Section and Details
-------------------------------------------------------------------------------------------------
S5.10 Stair Details
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
FIRE ALARM SYSTEM
-------------------------------------------------------------------------------------------------
F1.01 Riser Schematic
-------------------------------------------------------------------------------------------------
F2.0F Level F Fire Sprinkler Plan
-------------------------------------------------------------------------------------------------
F2.0E Level E Fire Sprinkler Plan
-------------------------------------------------------------------------------------------------
F2.0D Level D Fire Sprinkler Plan
-------------------------------------------------------------------------------------------------
F2.0C Level C Fire Sprinkler Plan
-------------------------------------------------------------------------------------------------
F2.0B Level B Fire Sprinkler Plan
-------------------------------------------------------------------------------------------------
F2.0A Level A Fire Sprinkler Plan
-------------------------------------------------------------------------------------------------
F2.01 First Floor Fire Sprinkler Plan
-------------------------------------------------------------------------------------------------
F2.02 Second Floor Fire Sprinkler Plan
-------------------------------------------------------------------------------------------------
F2.03 Third Floor Fire Sprinkler Plan
-------------------------------------------------------------------------------------------------
F2.04 4th - 12th Floors Fire Sprinkler Plan
-------------------------------------------------------------------------------------------------
F2.14 14th Floor Fire Sprinkler Plan
-------------------------------------------------------------------------------------------------
F2.15 15th Floor Fire Sprinkler Plan
-------------------------------------------------------------------------------------------------
F2.16 16th Floor Fire Sprinkler Plan
-------------------------------------------------------------------------------------------------
F2.17 17th - 21st Floors Fire Sprinkler Plan
-------------------------------------------------------------------------------------------------
F2.22 22nd Floor Fire Sprinkler Plan
-------------------------------------------------------------------------------------------------
F2.23 23rd Floor Fire Sprinkler Plan
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
F6.01 Stair Details & Elevations
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
HVAC
-------------------------------------------------------------------------------------------------
M-0.1 Schedules - HVAC
-------------------------------------------------------------------------------------------------
M-2.0F Parking Level F - HVAC
-------------------------------------------------------------------------------------------------
M-2.0E Parking Level E - HVAC
-------------------------------------------------------------------------------------------------
M-2.0D Parking Level D - HVAC
-------------------------------------------------------------------------------------------------
M-2.0C Parking Level C - HVAC
-------------------------------------------------------------------------------------------------
M-2.0B Parking Level B - HVAC
-------------------------------------------------------------------------------------------------
M-2.0A Parking Level A - HVAC
-------------------------------------------------------------------------------------------------
M-2.01 1st Floor Plan - HVAC
-------------------------------------------------------------------------------------------------
M-2.02 2nd Floor Plan - HVAC
-------------------------------------------------------------------------------------------------
M-2.03 3rd Floor Plan - HVAC
-------------------------------------------------------------------------------------------------
M-2.12 4th - 12th Floor Plan - HVAC
-------------------------------------------------------------------------------------------------
M-2.15 14th - 15th Floor Plan - HVAC
-------------------------------------------------------------------------------------------------
M-2.16 16th Floor Plan - HVAC
-------------------------------------------------------------------------------------------------
M-2.17 17th - 21st Floor Plan - HVAC
-------------------------------------------------------------------------------------------------
M-2.22 22nd Floor Plan - HVAC
-------------------------------------------------------------------------------------------------
M-2.23 23rd Floor Plan - HVAC
-------------------------------------------------------------------------------------------------
M-2.24 Upper Penthouse Plan - HVAC
-------------------------------------------------------------------------------------------------
Exhibit D-2
------------------------------------------------------------------------------------------------
M-3.01 Condenser Riser and Details - HVAC
-------------------------------------------------------------------------------------------------
M-3.02 Risers and Details - HVAC
-------------------------------------------------------------------------------------------------
M-3.03 Smoke Control Details - HVAC
-------------------------------------------------------------------------------------------------
M-3.04 Details - HVAC
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
PLUMBING
-------------------------------------------------------------------------------------------------
P-0.01 Schedules - Plumb
-------------------------------------------------------------------------------------------------
P-2.0G Foundation Plan - Plumb
-------------------------------------------------------------------------------------------------
P-2.0F Parking Plan Level F - Plumb
-------------------------------------------------------------------------------------------------
P-2.0E Parking Plan Level E - Plumb
-------------------------------------------------------------------------------------------------
P-2.0D Parking Plan Level ▇ - ▇▇▇▇▇
-------------------------------------------------------------------------------------------------
P-2.0C Parking Plan Level C - Plumb
-------------------------------------------------------------------------------------------------
P-2.0B Parking Plan Level B - Plumb
-------------------------------------------------------------------------------------------------
P-2.0A Parking Plan Level A - Plumb
-------------------------------------------------------------------------------------------------
P-2.01 1st Floor Plan - Plumb
-------------------------------------------------------------------------------------------------
P-2.02 2nd Floor Plan - Plumb
-------------------------------------------------------------------------------------------------
P-2.03 3rd Floor Plan - Plumb
-------------------------------------------------------------------------------------------------
P-2.04 4th - 14th Floor Plan - Plumb
-------------------------------------------------------------------------------------------------
P-2.15 15th Floor Plan - Plumb
-------------------------------------------------------------------------------------------------
P-2.16 16th - 20th Floor Plan - Plumb
-------------------------------------------------------------------------------------------------
P-2.21 21st Floor Plan - Plumb
-------------------------------------------------------------------------------------------------
P-2.22 22nd Floor Plan - Plumb
-------------------------------------------------------------------------------------------------
P-2.23 23rd Floor Plan - Plumb
-------------------------------------------------------------------------------------------------
P-2.24 Penthouse Floor Plan - Plumb
-------------------------------------------------------------------------------------------------
P-3.01 Toilet Room Plans - Plumb
-------------------------------------------------------------------------------------------------
P-3.02 Riser Plans - Plumb
-------------------------------------------------------------------------------------------------
P-4.01 Details - Plumb
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
Exhibit D-2
ELECTRICAL
-------------------------------------------------------------------------------------------------
E0.01 Symbols & Abbreviations
-------------------------------------------------------------------------------------------------
E1.01 Site, Lighting Power Plan
-------------------------------------------------------------------------------------------------
E2.0F Parking Level F Lighting, Power & F/A Plan
-------------------------------------------------------------------------------------------------
E2.0E Parking Level E Lighting, Power & F/A Plan
-------------------------------------------------------------------------------------------------
E2.0D Parking Level D Lighting, Power & F/A Plan
-------------------------------------------------------------------------------------------------
E2.0C Parking Level C Lighting, Power & F/A Plan
-------------------------------------------------------------------------------------------------
E2.0B Parking Level B Lighting, Power & F/A Plan
-------------------------------------------------------------------------------------------------
E2.0A-L Parking Level A Lighting Plan
-------------------------------------------------------------------------------------------------
E2.0A-P Parking Level A Power & F/A Plan
-------------------------------------------------------------------------------------------------
E2.01 Lobby Level Lighting, Power & F/A Plan
-------------------------------------------------------------------------------------------------
E2.02 Second Floor & Transfer Corridor Lighting, Power & F/A Plan
-------------------------------------------------------------------------------------------------
E2.03 Third Floor Lighting, Power & F/A Plan
-------------------------------------------------------------------------------------------------
E2.04 Level 4 - 12 Lighting, Power & F/A Plan
-------------------------------------------------------------------------------------------------
E2.14 Level 14 Lighting, Power & F/A Plan
-------------------------------------------------------------------------------------------------
E2.15 Level 15 Lighting, Power & F/A Plan
-------------------------------------------------------------------------------------------------
E2.16 Level 16 - 22 Lighting, Power & F/A Plan
-------------------------------------------------------------------------------------------------
E2.23 Penthouse Level Lighting, Power & F/A Plan
-------------------------------------------------------------------------------------------------
E2.24 Upper Penthouse Level Lighting, Power & F/A Plan
-------------------------------------------------------------------------------------------------
E2.25 Upper Penthouse Level Lighting, Power
-------------------------------------------------------------------------------------------------
E3.01 Power Riser and 1-Line Diagrams
-------------------------------------------------------------------------------------------------
E3.02 Stair Riser & Security Riser Diagram
-------------------------------------------------------------------------------------------------
E3.03 Electrical Room Layouts
-------------------------------------------------------------------------------------------------
E3.04 Fire Alarm & Communication Riser
-------------------------------------------------------------------------------------------------
E3.05 Fire Alarm Matrix and Logic Diagram
-------------------------------------------------------------------------------------------------
VT1 Index, Summary, Abbreviations, General Notes, Rail Forces,
Electrical/Mechanical Requirements and Work by Other Trades
-------------------------------------------------------------------------------------------------
VT2 Hoistway, Pit, Express Zone, and Machine Room Plans Elevators 1-4 & 5-8
-------------------------------------------------------------------------------------------------
VT3 Machine Room Plan Elevators 1-4 and Hoistway Section Elevators 1-8
-------------------------------------------------------------------------------------------------
VT4 Hoistway, Pit, Machine Room and Overhead Plans and Section Elevators GP1 & GP2
-------------------------------------------------------------------------------------------------
VT5 Hoistway, Pit, Machine Room and Overhead Plans and Section Elevator S1
-------------------------------------------------------------------------------------------------
Specifications
--------------
-------------------------------------------------------------------------------------------------
Project Manual - Construction Set, Volume 1 of 2, Bidding and Contract 9/11/98
Requirements, Architectural
-------------------------------------------------------------------------------------------------
Project Manual - Construction Set, Volume 2 of 2, Vertical 9/11/98
Transportation, Mechanical, Electrical
-------------------------------------------------------------------------------------------------
Exhibit D-2
EXHIBIT E
ADDITIONAL PROVISIONS
---------------------
This Exhibit is attached to and made a part of the Lease dated February ___,
2000, by and between THREE BELLEVUE CENTER LLC ("Landlord") and ▇▇▇▇▇▇▇▇▇.▇▇▇,
INC., a Delaware corporation ("Tenant") for space in the Building known as Three
Bellevue Center located at ▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇.
I. Parking.
-------
A. Landlord shall lease to Tenant, or cause the operator (the
"Operator") of the garage servicing the Building (the "Garage") to lease to
Tenant, and Tenant shall lease from Landlord or such Operator, up to three
and one half (3.5) unreserved parking spaces in the Garage for each one
thousand (1,000) usable square feet of area in the Premises (the "Spaces")
for the use of Tenant and its employees. The Spaces shall be leased for the
first full year after the Commencement Date at the rate of $135.00 per
Space, per month, plus applicable tax thereon, as such rate may later be
adjusted from time-to-time to reflect the then current rate for parking in
the Garage, provided in no event shall the increases in such rate exceed at
any time a cumulative increase, measured from the Commencement Date, of six
percent (6.0%) per annum. If requested by Landlord, Tenant shall execute
and deliver to Landlord the standard parking agreement used by Landlord or
the Operator (the "Parking Agreement") in the Garage for such Spaces.
B. Tenant shall have the right, on thirty (30) days' prior written
notice to Landlord from time to time, to temporarily reduce (and thereafter
reinstate) the number of parking spaces it reserves in the Garage. No
deductions or allowances shall be made for days when Tenant or any of its
employees does not utilize the parking facilities or for Tenant utilizing
less than all of the Spaces. Tenant shall not have the right to lease or
otherwise use more than the number of reserved and unreserved Spaces set
forth above.
C. Except for particular spaces and areas designated by Landlord or the
Operator for reserved parking, all parking in the Garage shall be on an
unreserved, first-come, first-served basis. Notwithstanding anything to the
contrary contained in this Section I, Tenant acknowledges that Landlord may
implement a valet parking system in the Garage, and that up to 1.5 of the
3.5 Spaces provided per 1,000 usable square feet may be provided in covered
or surface parking lots located within the area bounded by the office
buildings commonly known as One Bellevue Center, Rainier Plaza, City Center
Bellevue, and parcels contiguous thereto, and the rate charged to Tenant
for such Spaces not located in the Garage shall be the actual cost charged
to Landlord for such Spaces.
D. Neither Landlord nor the Operator shall be responsible for money,
jewelry, automobiles or other personal property lost in or stolen from the
Garage or the surface parking areas regardless of whether such loss or
theft occurs when the Garage or other areas therein are locked or otherwise
secured. Except as caused by the negligence or willful misconduct of
Landlord and without limiting the terms of the preceding sentence, Landlord
shall not be liable for any loss, injury or damage to persons using the
Garage or the surface parking areas or automobiles or other property
therein, it being agreed that, to the fullest extent permitted by law, the
use of the Spaces shall be at the sole risk of Tenant and its employees.
E. Landlord or its Operator shall have the right from time to time to
designate the location of the Spaces and to promulgate reasonable rules and
regulations regarding the Garage, the surface parking areas, if any, the
Spaces and the use thereof, including, but not limited to, rules and
regulations controlling the flow of traffic to and from various parking
areas, the angle and direction of parking and the like. Tenant shall comply
with and cause its employees to comply with all such rules and regulations,
all reasonable additions and amendments thereto, and the terms and
provisions of the Parking Agreement.
F. Tenant shall not store or permit its employees to store any
automobiles in the Garage or on the surface parking areas without the prior
written consent of Landlord. Except for emergency repairs, Tenant and its
employees shall not perform any work on any automobiles while located in
the Garage or on the Property.
Exhibit E - Page 1
G. Landlord or the Operator shall have the right to temporarily close
the Garage or certain areas therein in order to perform necessary repairs,
maintenance and improvements to the Garage or the surface parking areas, if
any.
H. Tenant shall not assign or sublease any of the Spaces without the
consent of Landlord except in connection with an assignment or sublease of
this Lease approved by Landlord in accordance with Article XII of the
Lease. Landlord shall have the right to terminate the agreement contained
in this Section I or in the Parking Agreement with respect to any Spaces
that Tenant desires to sublet or assign.
I. Landlord may elect to provide parking cards or keys to control access
to the Garage or surface parking areas, if any. In such event, Landlord
shall provide Tenant with one card or key for each Space that Tenant is
leasing hereunder, provided that Landlord shall have the right to require
Tenant or its employees to place a deposit on such access cards or keys and
to pay a fee for any lost or damaged cards or keys.
II. Renewal.
-------
A. Tenant shall have the right to extend the Lease Term (the "Renewal
Option") for two (2) additional periods of five (5) years each commencing
on the day following the Termination Date of the immediately prior Lease
Term and ending on date five (5) years thereafter (the "Renewal Term"),
if:
1. Landlord receives notice of exercise of the Renewal Option
("Initial Renewal Notice") not less than twelve (12) full calendar
months prior to the expiration of the initial Lease Term and not more
than fifteen (15) full calendar months prior to the expiration of the
initial Lease Term; and
2. Tenant is not in default under the Lease beyond any applicable
cure periods at the time that Tenant delivers its Initial Renewal
Notice or at the time Tenant delivers its Binding Notice; and
3. No more than twenty five percent (25%) of the area of the
Premises is sublet at the time that Tenant delivers its Initial
Renewal Notice or at the time Tenant delivers its Binding Notice
(except for a Permitted Transfer); and
4. The Lease has not been assigned prior to the date that Tenant
delivers its Initial Renewal Notice or prior to the date Tenant
delivers its Binding Notice (except for a transfer approved by
Landlord or a Permitted Transfer); and
5. Tenant executes and returns the Renewal Amendment (hereinafter
defined) within thirty (30) days after its submission to Tenant.
B. The initial Base Rent rate per rentable square foot for the Premises
during the Renewal Term shall equal the Prevailing Market (hereinafter
defined) rate per rentable square foot for the Premises.
C. Tenant shall pay Additional Base Rent (i.e. Expenses and Taxes) for
the Premises during the Renewal Term in accordance with Article IV of the
Lease.
D. Within sixty (60) days after receipt of Tenant's Initial Renewal
Notice, Landlord shall advise Tenant of the applicable Base Rent rate for
the Premises for the Renewal Term. Tenant, within sixty (60) days after
the date on which Landlord advises Tenant of the applicable Base Rent rate
for the Renewal Term, shall either (i) give Landlord final binding written
notice ("Binding Notice") of Tenant's exercise of its option, or (ii) if
Tenant disagrees with Landlord's determination, provide Landlord with
written notice of rejection (the "Rejection Notice"). If Tenant fails to
provide Landlord with either a Binding Notice or Rejection Notice within
such sixty (60) day period, Tenant's Renewal Option shall be null and void
and of no further force and effect. If Tenant provides Landlord with a
Binding Notice, Landlord and Tenant shall enter into the Renewal Amendment
upon the terms and conditions set forth herein. If Tenant provides
Landlord with a Rejection Notice, Landlord and Tenant shall work together
in good faith to agree upon the Prevailing Market Base Rent rate for the
Premises during the Renewal Term. Upon agreement Tenant shall provide
Landlord with Binding Notice and Landlord and Tenant shall enter into the
Renewal Amendment in accordance with the terms and conditions hereof. If
Landlord and Tenant fail to agree upon the Prevailing Market Rate within
thirty (30) days after the date of the Rejection Notice, either party, by
written notice (the "Arbitration Notice") to the other within thirty (30)
days after the expiration of such thirty (30) day period, shall have the
right to have the Prevailing Market Rate
Exhibit E - Page 2
determined by binding arbitration in accordance with the procedures set
forth below. If Landlord and Tenant cannot agree upon the Prevailing Market
Rate and neither party elects to invoke its right of arbitration, Tenant's
Renewal Option shall be deemed to be null and void and of no further force
and effect. If the right of arbitration is invoked, Landlord and Tenant, at
their sole cost and expense, shall each employ an appraiser within fifteen
(15) days after the date the Arbitration Notice is given. If either party
fails to appoint an appraiser within such period then the appointed
appraiser shall be the sole appraiser and his or her determination shall be
binding. Each such appraiser shall be a member of the Master Appraisers
Institute or similar reputable organization, with ten (10) years of
experience appraising office buildings comparable to the location and type
of that of the Building. Each appraiser shall render an appraisal of the
Prevailing Market Rate for the Premises within thirty (30) calendar days.
The two appraisers, within ten (10) days after the exchange of appraisals,
shall mutually agree upon the Prevailing Market Rate and notify Landlord
and Tenant in writing of their determination. Such determination shall be
binding upon both Landlord and Tenant. If the appraisers cannot agree on a
determination of the Prevailing Market Rate within ten (10) days of the
exchange of appraisals, then Landlord and Tenant shall select an
independent third appraiser acceptable to both with ten (10) days. If
Landlord and Tenant are unable to select an independent third appraiser
acceptable to both with ten (10) days, either party may request that the
American Arbitration Association in the county in which the Building is
located appoint an independent third appraiser that meets the
qualifications described above. Within ten (10) days following appointment
(whether by mutual agreement or arbitration), the third appraiser shall
choose the appraisal of either Landlord's appraiser or Tenant's appraiser
and the chosen appraisal shall be deemed to represent the Prevailing Market
Rate for the Premises. Such determination shall be binding upon both
Landlord and Tenant. The parties shall share equally in the cost of any
such third appraiser.
E. If Tenant is entitled to and properly exercises its Renewal Option,
Landlord shall prepare an amendment (the "Renewal Amendment") to reflect
changes in the Base Rent, Lease Term, Termination Date and other
appropriate terms. The Renewal Amendment shall be:
1. sent to Tenant within a reasonable time after receipt of the
Binding Notice; and
2. executed by Tenant and returned to Landlord in accordance with
paragraph A.5. above.
An otherwise valid exercise of the Renewal Option shall, at Landlord's
option, be fully effective whether or not the Renewal Amendment is
executed.
F. For purpose hereof, "Prevailing Market" shall mean the arms length fair
market annual rental rate per rentable square foot, and refurbishment
allowance, if any, under leases entered into on or about the date on which
the Prevailing Market is being determined hereunder for space comparable to
the Premises in the Building and office buildings comparable to the
Building in Bellevue, Washington. The determination of Prevailing Market
shall take into account any material economic differences between the terms
of this Lease and any comparison lease, such as rent abatements,
construction costs and other concessions and the manner, if any, in which
the Landlord under any such lease is reimbursed for operating expenses and
taxes. The determination of Prevailing Market shall also take into
consideration any reasonably anticipated changes in the Prevailing Market
rate from the time such Prevailing Market rate is being determined and the
time such Prevailing Market rate will become effective under this Lease.
In no event shall the Prevailing Market rate be less than the rate payable
under this Lease immediately prior to the commencement of a Renewal Term.
III. Satellite Dish.
--------------
1. Tenant shall have the right to lease space on the roof of the Building
for the purpose of installing (in accordance with Section IX.C of the
Lease), operating and maintaining one or more dish, antenna or other
communication device approved by the Landlord ( collectively the
"Dish/Antenna"). Tenant shall pay, in addition to all other amounts
required to be paid under this Lease, Landlord's scheduled rates for all
roof space so leased, provided such rates shall not exceed rates then being
charged for leases of roofs of comparable buildings in the Bellevue,
Washington area. Landlord's current scheduled rates for roof space is
attached as Exhibit G. The exact location of
Exhibit E - Page 3
the space on the roof to be leased by Tenant shall be designated by
Landlord (the "Roof Space"). Landlord reserves the right to relocate the
Roof Space, at Landlord's cost, as reasonably necessary during the Lease
Term. Landlord's designation shall take into account Tenant's use of the
Dish/Antenna. Notwithstanding the foregoing, Tenant's right to install the
Dish/Antenna shall be subject to the approval rights of Landlord and
Landlord's architect and/or engineer with respect to the plans and
specifications of the Dish/Antenna, the manner in which the Dish/Antenna is
attached to the roof of the Building and the manner in which any cables are
run to and from the Dish/Antenna. The precise specifications and a general
description of the Dish/Antenna along with all documents Landlord
reasonably requires to review the installation of the Dish/Antenna (the
"Plans and Specifications") shall be submitted to Landlord for Landlord's
written approval no later than twenty (20) days before Tenant commences to
install the Dish/Antenna. Tenant shall be solely responsible for obtaining
all necessary governmental and regulatory approvals and for the cost of
installing, operating, maintaining and removing the Dish/Antenna. Tenant
shall notify Landlord upon completion of the installation of the
Dish/Antenna. If Landlord determines that the Dish/Antenna equipment does
not comply with the approved Plans and Specifications, that the Building
has been damaged during installation of the Dish/Antenna or that the
installation was defective, Landlord shall notify Tenant of any
noncompliance or detected problems and Tenant immediately shall cure the
defects. If the Tenant fails to immediately cure the defects, Tenant shall
pay to Landlord upon demand the cost, as reasonably determined by Landlord,
of correcting any defects and repairing any damage to the Building caused
by such installation. If at any time Landlord, in its sole discretion,
deems it necessary, Tenant shall provide and install, at Tenant's sole cost
and expense, appropriate aesthetic screening, reasonably satisfactory to
Landlord, for the Dish/Antenna (the "Aesthetic Screening").
2. Landlord agrees that Tenant, upon reasonable prior written notice to
Landlord, shall have access to the roof of the Building and the Roof Space
for the purpose of installing, maintaining, repairing and removing the
Dish/Antenna, the appurtenances and the Aesthetic Screening, if any, all of
which shall be performed by Tenant or Tenant's authorized representative or
contractors, which shall be approved by Landlord, at Tenant's sole cost and
risk. It is agreed, however, that only authorized engineers, employees or
properly authorized contractors of Tenant, FCC inspectors, or persons under
their direct supervision will be permitted to have access to the roof of
the Building and the Roof Space. Tenant further agrees to exercise firm
control over the people requiring access to the roof of the Building and
the Roof Space in order to keep to a minimum the number of people having
access to the roof of the Building and the Roof Space and the frequency of
their visits.
3. It is further understood and agreed that the installation, maintenance,
operation and removal of the Dish/Antenna, the appurtenances and the
Aesthetic Screening, if any, will in no way damage the Building or the roof
thereof, or interfere with the use of the Building and roof by Landlord.
Tenant agrees to be responsible for any damage caused to the roof or any
other part of the Building, which may be caused by Tenant or any of its
agents or representatives.
4. Tenant agrees to install only equipment of types and frequencies which
will not cause unreasonable interference to Landlord or existing tenants of
the Building. In the event Tenant's equipment causes such interference,
Tenant will change the frequency on which it transmits and/or receives and
take any other steps necessary to eliminate the interference. If said
interference cannot be eliminated within a reasonable period of time, in
the judgment of Landlord, then Tenant agrees to remove the Dish/Antenna
from the Roof Space.
5. Tenant shall, at its sole cost and expense, and at its sole risk,
install, operate and maintain the Dish/Antenna in a good and workmanlike
manner, and in compliance with all Building, electric, communication, and
safety codes, ordinances, standards, regulations and requirements, now in
effect or hereafter promulgated, of the Federal Government, including,
without limitation, the Federal Communications Commission (the "FCC"), the
Federal Aviation Administration ("FAA") or any successor agency of either
the FCC or FAA having jurisdiction over radio or telecommunications, and of
the state, city and county in which the Building is located. Under this
Lease, the Landlord and its agents assume no responsibility for the
licensing, operation and/or maintenance of Tenant's equipment. Tenant has
the responsibility of carrying out the terms of its FCC license in all
respects. The Dish/Antenna shall be connected to Landlord's power supply
in strict compliance with all applicable Building, electrical, fire and
safety codes. Neither
Exhibit E - Page 4
Landlord nor its agents shall be liable to Tenant for any stoppages or
shortages of electrical power furnished to the Dish/Antenna or the Roof
Space because of any act, omission or requirement of the public utility
serving the Building, or the act or omission of any other tenant, invitee
or licensee or their respective agents, employees or contractors, or for
any other cause beyond the reasonable control of Landlord, and Tenant shall
not be entitled to any rental abatement for any such stoppage or shortage
of electrical power. Neither Landlord nor its agents shall have any
responsibility or liability for the conduct or safety of any of Tenant's
representatives, repair, maintenance and engineering personnel while in or
on any part of the Building or the Roof Space.
6. The Dish/Antenna, the appurtenances and the Aesthetic Screening, if
any, shall remain the personal property of Tenant, and shall be removed by
Tenant at its own expense at the expiration or earlier termination of this
Lease or Tenant's right to possession hereunder. Tenant shall repair any
damage caused by such removal, including the patching of any holes to
match, as closely as possible, the color surrounding the area where the
equipment and appurtenances were attached. Tenant agrees to maintain all
of the Tenant's Dish/Antenna equipment placed on or about the roof or in
any other part of the Building in proper operating condition and maintain
same in satisfactory condition as to appearance, in Landlord's reasonable
discretion, and satisfactory condition as to safety, in Landlord's
reasonable discretion. Such maintenance and operation shall be performed
in a manner to avoid any interference with any other tenants or Landlord.
Tenant agrees that at all times during the Lease Term, it will keep the
roof of the Building and the Roof Space free of all trash or waste
materials produced by Tenant or Tenant's agents, employees or contractors.
7. In light of the specialized nature of the Dish/Antenna, Tenant shall
be permitted to utilize the services of its choice for installation,
operation, removal and repair of the Dish/Antenna, the appurtenances and
the Aesthetic Screening, if any, subject to the reasonable approval of
Landlord. Notwithstanding the foregoing, Tenant must provide Landlord with
prior written notice of any such installation, removal or repair and
coordinate such work with Landlord in order to avoid voiding or otherwise
adversely affecting any warranties granted to Landlord with respect to the
roof. If necessary, Tenant, at its sole cost and expense, shall retain any
contractor having a then existing warranty in effect on the roof to perform
such work (to the extent that it involves the roof), or, at Tenant's
option, to perform such work in conjunction with Tenant's contractor. In
the event the Landlord contemplates roof repairs that could affect Tenant's
Dish/Antenna, or which may result in an interruption of the Tenant's
telecommunication service, Landlord shall formally notify Tenant at least
thirty (30) days in advance (except in cases of an emergency) prior to the
commencement of such contemplated work in order to allow Tenant to make
other arrangements for such service.
8. Tenant shall not allow any provider of telecommunication, video, data
or related services ("Communication Services") to locate any equipment on
the roof of the Building or in the Roof Space for any purpose whatsoever,
nor may Tenant use the Roof Space and/or Dish/Antenna to provide
Communication Services to an unaffiliated tenant, occupant or licensee of
another building, or to facilitate the provision of Communication Services
on behalf of another Communication Services provider to an unaffiliated
tenant, occupant or licensee of the Building or any other building.
9. Tenant acknowledges that Landlord may at some time establish a standard
license agreement (the "License Agreement") with respect to the use of roof
space by tenants of the Building. Tenant, upon request of Landlord, shall
enter into such License Agreement with Landlord provided that such
agreement is reasonably acceptable to Tenant and does not materially alter
the rights of Tenant hereunder with respect to the Roof Space.
10. Tenant specifically acknowledges and agrees that the terms and
conditions of Article XIV of the Lease (Indemnity and Waiver of Claims)
shall apply with full force and effect to the Roof Space and any other
portions of the roof accessed or utilized by Tenant, its representatives,
agents, employees or contractors.
11. If Tenant defaults under any of the terms and conditions of this
Section or the Lease, and Tenant fails to cure said default within the
time allowed by Article XIX of the Lease, Landlord shall be permitted to
exercise all remedies provided under the terms of the Lease, including
removing the Dish/Antenna, the appurtenances and the Aesthetic Screening,
if any, and restoring the Building and the Roof Space to the condition that
Exhibit E - Page 5
existed prior to the installation of the Dish/Antenna, the appurtenances
and the Aesthetic Screening, if any. If Landlord removes the Dish/Antenna,
the appurtenances and the Aesthetic Screening, if any, as a result of an
uncured default, Tenant shall be liable for all costs and expenses Landlord
incurs in removing the Dish/Antenna, the appurtenances and the Aesthetic
Screening, if any, and repairing any damage to the Building, the roof of
the Building and the Roof Space caused by the installation, operation or
maintenance of the Dish/Antenna, the appurtenances, and the Aesthetic
Screening, if any.
12. Tenant shall be allowed to install fiber optics and related equipment
in the Building for Tenant's own use, the design, location, and operating
characteristics of which shall be subject to Landlord's reasonable
approval.
IV. Signage. Landlord shall provide and install Tenant signage on the ground
-------
floor entry door side panel, the lobby directory, the floor directory on each
floor on which the Premises are located, and on the entry door to the Premises,
all using the standard graphics for the Building. Provided Tenant has not
assigned its interest under this Lease (except Permitted Transfers), continues
to lease and occupy at least two (2) full floors of the Building and is not in
default under this Lease beyond any applicable notice and cure periods, Tenant
may also install, at Tenant's expense, the Building facade signage described and
depicted on Exhibit J (the "Facade Signage"). The Facade Signage shall conform
with the specifications set forth on Exhibit J, provided that the Facade Signage
on the West side of the Building may, at Tenant's election, be either Tenant's
logo or Tenant's name, as each of those is shown elsewhere on Exhibit J, and
subject to the size and other limitations set forth on Exhibit J. Landlord
shall not allow more than two (2) other office tenants (as opposed to retail
tenants) of the Building to have prominent building facade signage facing ▇▇▇▇▇
▇▇▇▇▇▇ ▇.▇. (other than signage on the ground floor entry door side panels).
Tenant shall not be permitted to install any signs or other identification
without Landlord's prior written consent. The size, design and location of all
such signage shall comply with all applicable laws and codes and shall conform
to Landlord's specifications for the Building. Tenant agrees upon the
expiration date or sooner termination of this Lease, upon Landlord's request, to
remove the Facade Signage and to repair and restore any damage to the Building
and Property at Tenant's expense. In addition, Landlord shall have the right to
remove the Facade Signage at Tenant's sole cost and expense, if, at any time
during the Lease Term: (1) Tenant assigns this Lease (except Permitted
Transfers), (2) Tenant no longer leases and occupies at least two (2) full
floors of the Building, or (3) Tenant defaults under any term or condition of
the Lease and fails to cure such default within any applicable grace period.
V. Storage Space.
-------------
A. Landlord shall lease to Tenant up to 1,500 square feet of storage space
(the "Storage Space"). The Storage Space rental rate per square foot of the
Storage Space ("Storage Space Rental") shall be Sixteen Dollars ($16.00) per
usable square foot per month for the first year after the Commencement Date and
shall thereafter be adjusted from time to time by Landlord to reflect market
rates. Storage Space Rental shall be payable in advance on or before the first
day of each month of the Storage Term. Any initial or final month shall be
prorated. The Lease Term for the Storage Space shall be coterminous with the
Term of the Premises, provided that Tenant shall have the right to terminate the
term of the Storage Space lease upon thirty (30) days' prior written notice to
Landlord at any time during the Lease Term. The Storage Space shall be used by
Tenant for the storage of furniture, equipment, inventory or other non-
perishable items normally used in Tenant's business (exclusive of any items or
materials which may be deemed to be hazardous to the environment or hazardous to
human life or safety), and for no other purpose whatsoever. Tenant agrees to
keep the Storage Space in a neat and orderly fashion and to keep all stored
items in cartons, file cabinets or other suitable containers. Landlord shall
have the right to designate the location within the Storage Space of any items
to be placed therein. All items stored in the Storage Space shall be elevated
at least six inches above the floor on wooden pallets, and shall be at least
eighteen inches below the bottom of all sprinklers located in the ceiling of the
Storage Space, if any. Tenant shall not store anything in the Storage Space
which is unsafe or which otherwise may create a hazardous condition, or which
may increase Landlord's insurance rates, or cause a cancellation or modification
of Landlord's insurance coverage. Without limitation, Tenant shall not store
any flammable, combustible or explosive fluid, chemical or substance nor any
perishable food or beverage products, except with Landlord's prior written
approval. Landlord reserves the right to adopt and enforce reasonable rules and
regulations governing the use of the Storage Space from time to time.
B. All terms and provisions of this Lease shall be applicable to the
Storage Space,
Exhibit E - Page 6
including, without limitation, Article XIV (Indemnity and Waiver of Claims) and
Article XV (Tenant's Insurance), except that Landlord need not supply air-
cooling, heat, water, janitorial service, cleaning, window washing or
electricity to the Storage Space and Tenant shall not be entitled to any work
allowances, rent credits, expansion rights or renewal rights with respect to the
Storage Space unless such concessions or rights are specifically provided for in
the Lease with respect to the Storage Space.
C. Tenant agrees to accept the Storage Space in its condition and "as-
built" configuration existing on the earlier of the date Tenant takes possession
of the Storage Space or the Commencement Date, provided that such space is then
ready for storage and provided, further, Tenant may, at its expense and with
Landlord's reasonable approval, improve such space.
D. At any time and from time to time, Landlord shall have the right to
relocate the Storage Space to a new location which shall be no smaller than the
square footage of the Storage Space. Landlord shall pay the direct, out-of-
pocket, reasonable expenses of such relocation.
E. Storage Space Rental is deemed Rent under the Lease.
F. Notwithstanding anything set forth in Article XII of the Lease, Tenant
shall not, without the prior written consent of Landlord, which consent may be
withheld in Landlord's sole discretion, assign, sublease, transfer or encumber
the Storage Space or grant any license, concession or other right of occupancy
or permit the use of the Storage Space by any party other than Tenant, except in
connection with an assignment of the Lease consented to by Landlord or pursuant
to a Permitted Assignment.
VI. Landlord's Warranties.
---------------------
Landlord hereby represents and warrants to Tenant that , to the best of
Landlord's knowledge (a) the common areas of the Building shall comply with the
requirements of the Americans With Disabilities Act in effect as of the day the
building permit for the Building was issued; and (b) the Building has been and
shall be constructed free of any hazardous materials, except in compliance with
applicable laws. The term "hazardous materials" shall mean any flammable,
contaminants, explosive or radioactive materials, asbestos, crude oil, petroleum
hydrocarbons, air pollution, soil or water pollution, hazardous materials,
hazardous wastes, dangerous, hazardous or toxic substances or similar substances
or materials including, without limitation, any substances or materials defined
as hazardous, toxic or environmentally unsafe under any federal, state or local
governmental law, rule, regulation or ordinance including, without limitation,
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended ("CERCLA"), 42 U.S.C. Sec. 9601, et seq.; the Hazardous
-- ---
Materials Transportation Act, as amended, 49 U.S.C. Section 1801, et seq.; the
-- ---
Resource Conversation and Recovery Act, as amended, 42 U.S.C. Section 6901 et
--
seq.; the Toxic Substances Control Act, as amended, 15 U.S.C. Section 2601 et
--- --
seq.; the Clean Air Act, 42 U.S.C. 7401 et seq., as amended, Federal Water
--- -- ---
Pollution Control Act as amended by The Clean Water Act of 1977 PL 92-500, et
--
seq., as amended, and the regulations adopted and publications promulgated
---
pursuant to said laws or ordinances, rules or regulations.
Landlord further represents and warrants to Tenant that (a) Landlord is the sole
owner of the Building, and (b) Landlord has obtained and currently holds in full
force and effect all necessary permits and approvals for construction of the
Building in accordance with the terms of this Lease.
VII. Moving Allowance. As partial compensation of Tenant's expenses of moving
----------------
into the Premises, Landlord shall pay to Tenant, in cash, upon Tenant's
occupancy of the Premises for the Permitted Use, a moving allowance of One
Dollar ($1.00) per usable square foot of area in the Premises.
VIII. Ground Lease. Landlord represents and warrants to Tenant that Landlord
------------
is the lessee of the Property under that certain Ground Lease dated November 20,
1998 ("Ground Lease") between Sterling Realty Organization Co., a Washington
corporation ("Ground Lessor"), as landlord and Landlord as tenant. With respect
to the Ground Lease, Landlord further warrants and represents:
1. The Ground Lease has not been modified or amended and is in full force
and effect and in good standing and, to Landlord's knowledge, neither
Landlord nor
Exhibit E - Page 7
Ground Lessor is in default thereunder, and Landlord is not aware of
any facts which would now or with the passage of time, or both,
constitute a default thereunder.
2. Ground Lessor has approved the plans and specifications for the Building as
required by the Ground Lease;
3. The consent of Ground Lessor is not required for the full execution,
delivery and performance of this Lease by Landlord;
4. There are no actions, suits or proceedings, governmental or otherwise,
pending or threatened against or affecting the Ground Lease;
Section 12.01 of the Ground Lease provides that Ground Lessor will deliver
nondisturbance and attornment agreements to the subtenants of Landlord. Landlord
agrees to use its commercially reasonable efforts to cause Ground Lessor to
enter into a nondisturbance and attornment agreement, in substantially the form
of Exhibit I hereto, with Tenant within thirty (30) days after the date of this
Lease, and if such agreement is not so executed and delivered, Tenant shall have
the right to terminate this Lease within ten (10) business days thereafter
unless Landlord delivers such agreement executed by Ground Lessor within fifteen
(15) days after receipt of Tenant's notice.
IX. Right of First Offer.
--------------------
A. Tenant shall have the right of first offer ("Right of First Offer")
with respect to any space that becomes Available for Lease (hereinafter
defined) within the Offering Space on the terms and conditions contained in
this Section IX. As used in this Section IX, the "Offering Space" shall
mean the portion of Floor 5 of the Building (which portion is approximately
half of Floor 5) that is not initially leased to KeyBank (as defined below)
under the lease between Landlord and KeyBank and all of Floor 6 of the
Building. Offering Space shall be deemed to be "Available for Lease" as
follows: (i) with respect to any Offering Space that is under lease from
time to time to third parties, such Offering Space shall be deemed to be
Available for Lease when Landlord has determined that such third party will
not extend or renew the term of its lease for the Offering Space, or (ii)
with respect to any Offering Space that is not under lease, such Offering
Space shall be deemed to be available when Landlord has located a
prospective tenant that may be interested in leasing such Offering Space,
provided that, notwithstanding the foregoing, the Offering Space shall not
be Available for Lease until (A) with respect to the Offering Space on
Floor 5 of the Building, Landlord has determined that KeyBank National
Association, and its successors or assigns ("KeyBank"), will not exercise
its expansion rights (including a right of first offer) with respect to
such portion of the Offering Space; and (B) with respect to the Offering
Space on Floor 6 of the Building, Landlord has determined that neither
KeyBank nor ITI Information Technology Institute (Seattle) LLC, a Delaware
limited liability company, and its successors and assigns, will exercise
their expansion rights (including a right of first offer) with respect to
such portion of the Offering Space. In addition, with respect to any
Advice delivered prior to the date the lease between Landlord and KeyBank
is fully executed, Tenant's rights under this Section IX shall be
determined as though the KeyBank Lease were then fully executed and in
effect. Landlord shall, within a reasonable time after Landlord has
determined that a particular portion of the Offering Space is Available for
Lease (but prior to leasing such portion of the Offering Space to a third
party) advise Tenant (the "Advice") of the square footage and location of
such portion of the Offering Space and the terms (i.e. Base Rent,
Additional Base Rent and improvement allowance) under which Landlord is
prepared to lease such Offering Space to Tenant for the remainder of the
Lease Term, and Landlord shall certify that in Landlord's reasonable
judgment such offered terms do not exceed then market rates being paid for
comparable space in comparable buildings in the downtown Bellevue,
Washington area. Tenant may lease such portion of the Offering Space in
its entirety only, under such terms, by delivering written notice of
exercise to Landlord ("Notice of Exercise") within five (5) business days
after the date of the Advice, except that Tenant shall have no such Right
of First Offer and Landlord need not provide Tenant with an Advice, if:
1. Tenant is in default under the Lease at the time Landlord would
otherwise deliver the Advice; or
2. The Lease has been assigned prior to the date Landlord would
otherwise
Exhibit E - Page 8
deliver the Advice (unless pursuant to a Permitted Transfer); or
3. With respect to and Advice delivered after the date twelve (12)
months after the Commencement Date, Tenant is not occupying at least
75% of the Premises on the date Landlord would otherwise deliver the
Advice; or
4. The Offering Space is not ultimately intended for the exclusive
use of Tenant during the Lease Term.
B. 1. The term for the Offering Space shall commence upon the
commencement date stated in the Advice and thereupon such Offering
Space shall be considered a part of the Premises, provided that all of
the terms stated in the Advice shall govern Tenant's leasing of the
Offering Space and only to the extent that they do not conflict with
the Advice, the terms and conditions of this Lease shall apply to the
Offering Space.
2. Tenant shall pay Base Rent and Additional Base Rent for the
Offering Space in accordance with the terms and conditions of the
Advice.
3. Except to the extent otherwise provided in the Advice, the
Offering Space (including improvements and personalty, if any) shall be
accepted by Tenant in its condition and as-built configuration existing
on the earlier of the date Tenant takes possession of the Offering
Space or as of the date the term for such Offering Space commences,
provided that such Offering Space shall be delivered to Tenant vacant,
broom clean and free of claims and possession of third parties.
C. The rights of Tenant hereunder with respect to any portion of the
Offering Space for which Landlord provides Tenant with an Advice shall
terminate on the earlier to occur of: (i) Tenant's failure to exercise its
Right of First Offer within the five (5) business day period provided in
paragraph A above, and (ii) the date Landlord would have provided Tenant an
Advice if Tenant had not been in violation of one or more of the conditions
set forth in Paragraph A above. In addition, if Landlord provides Tenant
with an Advice that contains expansion rights (whether such rights are
described as an expansion option, right of first refusal, right to first
offer or otherwise) and Tenant does not exercise its Right of First Offer
to lease the Offering Space described in the Advice, Tenant's Right of
First Offer shall be subject and subordinate to all such expansion rights
contained in the Advice. Notwithstanding the foregoing, if (i) Tenant was
entitled to exercise its Right of First Offer, but failed to provide
Landlord with a Notice of Exercise within the five (5) business day period
provided in paragraph A above, and (ii) Landlord does not enter into a
lease for such portion of the Offering Space within a period of six (6)
months following the date of the Advice, Tenant shall once again have a
Right of First Offer with respect to such portion of the Offering Space. In
addition, if Landlord does enter into a lease for such portion of the
Offering Space, (i) Landlord shall lease such space for terms of either
three (3) or five (5) years, with any renewal rights being subject to
Tenant's Right of First Offer hereunder; and (ii) Tenant shall have a Right
of First Offer on such Offering Space (subject to the terms and conditions
set forth herein) upon the expiration of the lease with the prospect.
D. 1. If Tenant exercises its Right of First Offer, Landlord shall
prepare an amendment (the "Offering Amendment") adding the Offering
Space to the Premises on the terms set forth in the Advice and
reflecting the changes in the Base Rent, Rentable Area of the Premises,
Tenant's Pro Rata Share and other appropriate terms.
2. A copy of the Offering Amendment shall be (i) sent to Tenant within
a reasonable time after receipt of the Notice of Exercise executed by
Tenant, and (ii) revised by Landlord to address any requested changes
by Tenant that are necessary to accurately reflect the terms and
conditions hereof; (iii) executed by Tenant and returned to Landlord
within fifteen (15) days thereafter.
X. Rooftop Equipment.
-----------------
1. Tenant shall have the right to lease space on the roof of the Building
for the purpose of installing (in accordance with Section IX.C of the
Lease), operating and maintaining a pump room and cooling tower approved by
the Landlord ( collectively the
Exhibit E - Page 9
"Rooftop Equipment"). The space on the roof to be leased by Tenant shall
include 192 square feet of usable area on the lower roof and sufficient
space on the upper roof for Tenant to place two cooling towers. The exact
location of the space on the roof to be leased by Tenant shall be
designated by Landlord (the "Roof Space"). The rental rate for the Roof
Space shall be (i) for the lower roof area, the Storage Space Rental rate,
as defined in Section V above, as it may be adjusted from time to time;
(ii) for the upper roof area, the rate chargeable for a six-foot diameter
satellite dish, as set forth in Exhibit G below and as adjusted from time
to time in accordance with Section III.1 of this Exhibit E, for each
cooling tower. That rate is initially $500 per cooling tower per month. In
addition, Landlord shall provide Tenant with a shaft running from the
Premises to the roof of the Building to connect the mechanical equipment in
the Premises to the Rooftop Equipment. The Shaft will supplant a total of
37.4 rentable square feet of area in the Building (the "Shaft Area").
Tenant shall pay a rental rate per square foot of the Shaft Area equal to
the Base Rent payable for the Premises, as adjusted from time to time in
accordance with the terms of the Lease. The rent payable for the Rooftop
Space and the Shaft Area shall hereinafter be together referred to as "Roof
Space Rental". Roof Space Rental shall be payable in advance on or before
the first day of each month of the Term. Any initial or final month shall
be prorated. The Roof Space Rental is separate and in addition to any
charges for a Dish/Antennae pursuant to Article III above. Tenant's right
to install the Rooftop Equipment shall be subject to the approval rights of
Landlord and Landlord's architect and/or engineer with respect to the plans
and specifications of the Rooftop Equipment, the manner in which the
Rooftop Equipment is attached to the roof of the Building and the manner in
which any cables or other connections are run to and from the Rooftop
Equipment. The precise specifications and a general description of the
Rooftop Equipment along with all documents Landlord reasonably requires to
review the installation of the Rooftop Equipment (the "Plans and
Specifications") shall be submitted to Landlord for Landlord's written
approval no later than twenty (20) days before Tenant commences to install
the Rooftop Equipment. Tenant shall be solely responsible for obtaining all
necessary governmental and regulatory approvals and for the cost of
installing, operating, maintaining and removing the Rooftop Equipment.
Tenant shall notify Landlord upon completion of the installation of the
Rooftop Equipment. If Landlord determines that the Rooftop Equipment does
not comply with the approved Plans and Specifications, that the Building
has been damaged during installation of the Rooftop Equipment or that the
installation was defective, Landlord shall notify Tenant of any
noncompliance or detected problems and Tenant immediately shall cure the
defects. If the Tenant fails to immediately cure the defects, Tenant shall
pay to Landlord upon demand the cost, as reasonably determined by Landlord,
of correcting any defects and repairing any damage to the Building caused
by such installation. If at any time Landlord, in its sole discretion,
deems it necessary, Tenant shall provide and install, at Tenant's sole cost
and expense, appropriate aesthetic screening, reasonably satisfactory to
Landlord, for the Rooftop Equipment (the "Aesthetic Screening").
2. Landlord agrees that Tenant, upon reasonable prior notice to Landlord,
shall have access to the roof of the Building and the Roof Space for the
purpose of installing, maintaining, repairing and removing the Rooftop
Equipment, the appurtenances and the Aesthetic Screening, if any, all of
which shall be performed by Tenant or Tenant's authorized representative or
contractors, which shall be approved by Landlord, at Tenant's sole cost and
risk. It is agreed, however, that only authorized engineers, employees or
properly authorized contractors of Tenant, or persons under their direct
supervision will be permitted to have access to the roof of the Building
and the Roof Space. Tenant further agrees to exercise firm control over
the people requiring access to the roof of the Building and the Roof Space
in order to keep to a minimum the number of people having access to the
roof of the Building and the Roof Space and the frequency of their visits.
3. It is further understood and agreed that the installation, maintenance,
operation and removal of the Rooftop Equipment, the appurtenances and the
Aesthetic Screening, if any, will in no way damage the Building or the roof
thereof, or interfere with the use of the Building and roof by Landlord.
Tenant agrees to be responsible for any damage caused to the roof or any
other part of the Building, which may be caused by Tenant or any of its
agents or representatives.
4. Tenant shall, at its sole cost and expense, and at its sole risk,
install, operate and maintain the Rooftop Equipment in a good and
workmanlike manner, and in compliance with all Building, electric,
communication, and safety codes, ordinances, standards, regulations and
requirements, now in effect or hereafter promulgated, of the
Exhibit E - Page 10
Federal Government, and of the state, city and county in which the Building
is located. Under this Lease, the Landlord and its agents assume no
responsibility for the operation and/or maintenance of Tenant's equipment.
The Rooftop Equipment shall be connected to Landlord's power supply in
strict compliance with all applicable Building, electrical, fire and safety
codes. Neither Landlord nor its agents shall be liable to Tenant for any
stoppages or shortages of electrical power furnished to the Rooftop
Equipment or the Roof Space because of any act, omission or requirement of
the public utility serving the Building, or the act or omission of any
other tenant, invitee or licensee or their respective agents, employees or
contractors, or for any other cause beyond the reasonable control of
Landlord, and Tenant shall not be entitled to any rental abatement for any
such stoppage or shortage of electrical power. Neither Landlord nor its
agents shall have any responsibility or liability for the conduct or safety
of any of Tenant's representatives, repair, maintenance and engineering
personnel while in or on any part of the Building or the Roof Space.
5. The Rooftop Equipment, the appurtenances and the Aesthetic Screening,
if any, shall remain the personal property of Tenant, and shall be removed
by Tenant at its own expense at the expiration or earlier termination of
this Lease or Tenant's right to possession hereunder. Tenant shall repair
any damage caused by such removal, including the patching of any holes to
match, as closely as possible, the color surrounding the area where the
equipment and appurtenances were attached. Tenant agrees to maintain all
of the Tenant's Rooftop Equipment in proper operating condition and
maintain same in satisfactory condition as to appearance, in Landlord's
reasonable discretion, and satisfactory condition as to safety, in
Landlord's reasonable discretion. Such maintenance and operation shall be
performed in a manner to avoid any interference with any other tenants or
Landlord. Tenant agrees that at all times during the Lease Term, it will
keep the roof of the Building and the Roof Space free of all trash or waste
materials produced by Tenant or Tenant's agents, employees or contractors.
6. In light of the specialized nature of the Rooftop Equipment, Tenant
shall be permitted to utilize the services of its choice for installation,
operation, removal and repair of the Rooftop Equipment, the appurtenances
and the Aesthetic Screening, if any, subject to the reasonable approval of
Landlord. Notwithstanding the foregoing, Tenant must provide Landlord with
prior written notice of any such installation, removal or repair and
coordinate such work with Landlord in order to avoid voiding or otherwise
adversely affecting any warranties granted to Landlord with respect to the
roof. If necessary, Tenant, at its sole cost and expense, shall retain any
contractor having a then existing warranty in effect on the roof to perform
such work (to the extent that it involves the roof), or, at Tenant's
option, to perform such work in conjunction with Tenant's contractor. In
the event the Landlord contemplates roof repairs that could affect Tenant's
Rooftop Equipment, Landlord shall formally notify Tenant at least thirty
(30) days in advance (except in cases of an emergency) prior to the
commencement of such contemplated work in order to allow Tenant to make
other arrangements for such service.
7. Tenant acknowledges that Landlord may at some time establish a
standard license agreement (the "License Agreement") with respect to the
use of roof space by tenants of the Building. Tenant, upon request of
Landlord, shall enter into such License Agreement with Landlord provided
that such agreement is reasonably acceptable to Tenant and does not
materially alter the rights of Tenant hereunder with respect to the Roof
Space.
8. Tenant specifically acknowledges and agrees that the terms and
conditions of Article XIV of the Lease (Indemnity and Waiver of Claims)
shall apply with full force and effect to the Roof Space and any other
portions of the roof accessed or utilized by Tenant, its representatives,
agents, employees or contractors.
9. If Tenant defaults under any of the terms and conditions of this
Section or the Lease, and Tenant fails to cure said default within the time
allowed by Article XIX of the Lease, Landlord shall be permitted to
exercise all remedies provided under the terms of the Lease, including
removing the Rooftop Equipment, the appurtenances and the Aesthetic
Screening, if any, and restoring the Building and the Roof Space to the
condition that existed prior to the installation of the Rooftop Equipment,
the appurtenances and the Aesthetic Screening, if any. If Landlord removes
the Rooftop Equipment, the appurtenances and the Aesthetic Screening, if
any, as a result of an uncured default, Tenant shall be liable for all
costs and expenses Landlord incurs in removing the Rooftop Equipment, the
appurtenances and the Aesthetic Screening, if
Exhibit E - Page 11
any, and repairing any damage to the Building, the roof of the Building and
the Roof Space caused by the installation, operation or maintenance of the
Rooftop Equipment, the appurtenances, and the Aesthetic Screening, if any.
Exhibit E - Page 12
IN WITNESS WHEREOF, Landlord and Tenant have executed this exhibit as of the day
and year first above written.
LANDLORD: THREE BELLEVUE CENTER LLC, a Washington
limited liability company
By: ▇▇▇▇▇▇ RUNSTAD ASSOCIATES LIMITED
PARTNERSHIP, a Washington limited
partnership, its manager
By: ▇▇▇▇▇▇ RUNSTAD & COMPANY, a
Washington corporation, its general
partner
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
--------------------------------
Its: Chairman and CEO
-------------------------------
By: EOP-THREE BELLEVUE, L.L.C., a Delaware
limited liability company, its manager
By: EOP OPERATING LIMITED PARTNERSHIP, a
Delaware limited partnership,
its sole member
By: EQUITY OFFICE PROPERTIES
TRUST, a Maryland real estate
investment trust, its managing
general partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------
Its: COO, EVP Real Estate Operations
---------------------------
TENANT: ▇▇▇▇▇▇▇▇▇.▇▇▇, INC., a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
----------------------------
Its: CEO
---------------------------
Exhibit E - Page 13
EXHIBIT F
SUBORDINATION AGREEMENT
RETURN NAME AND ADDRESS:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ L.L.P.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT
LANDLORD: Three Bellevue Center LLC, a Washington limited liability company
TENANT: ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Delaware corporation
MORTGAGEE: Bank of America, N.A., a national banking association
LEGAL
DESCRIPTION: Parcel A Portion of ▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ No. 1,
according to the plant thereof recorded in Volume 7 of Plats, page
47, in King County, Washington.
Parcel B Portion of the south half of ▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇ No. 1, according to the plat thereof recorded in
Volume 7 of Plats, page 57, in King County, Washington.
Additional legal description is on Exhibit A of document.
ASSESSOR'S
PROPERTY TAX
PARCEL ACCOUNT
NUMBER(S): 154410-0230-01 and 154410-0219-06
Exhibit F - Page 1
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
-------------------------------------------------------
This Subordination, Non-Disturbance and Attornment Agreement (this
"Agreement") dated ________________, 2000, is made among ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
---------
("Tenant"), Three Bellevue Center, LLC ("Landlord"), and Bank of America, N.A.,
-------- --------
a national banking association ("Mortgagee").
---------
WHEREAS, Mortgagee (as successor in interest to NationsBank, N.A.) is the
owner of a promissory note (herein, as it may have been or may be from time to
time renewed, extended, amended or supplemented, called the "Note") dated
----
November 23, 1998, executed by Landlord, payable to the order of Mortgagee, in
the principal face amount of $60,000,000, bearing interest and payable as
therein provided, secured by, among other things, a Leasehold Deed of Trust,
Security Agreement, Financing Statement and Fixture Filing (herein, as it may
have been or may be from time to time renewed, extended, amended or
supplemented, called the "Mortgage"), recorded under Auditor's No. 9811230283 in
--------
the real property records of King County, Washington, covering, among other
property, the land (the "Land") described in Exhibit "A" which is attached
----
hereto and incorporated herein by reference, and the improvements
("Improvements") thereon (such Land and Improvements being herein together
------------
called the "Property");
---------
WHEREAS, Tenant is the tenant under a lease which, including all amendments
and supplements thereto, is described as
follows:______________________________________________________________(herein,
as it may from time to time be renewed, extended, amended or supplemented,
called the "Lease"), covering a portion of the Property (said portion being
-----
herein referred to as the "Premises"); and
--------
WHEREAS, the term "Landlord" as used herein means the present landlord under
the Lease or, if the landlord's interest is transferred in any manner, the
successor(s) or assign(s) occupying the position of landlord under the Lease at
the time in question;
THEREFORE, in consideration of the mutual agreements herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Subordination. Tenant agrees and covenants that the Lease and the rights
-------------
of Tenant thereunder, all of Tenant's right, title and interest in and to the
property covered by the Lease, and any lease thereafter executed by Tenant
covering any part of the Property, are and shall be subordinate and inferior to
(a) the Mortgage and the rights of Mortgagee thereunder, and all right, title
and interest of Mortgagee in the Property, and (b) all other security documents
now or hereafter securing payment of any indebtedness of the Landlord (or any
prior landlord) to Mortgagee which cover or affect the Property (the "Security
--------
Documents"). This Agreement is not intended and shall not be construed to
---------
subordinate the Lease to any mortgage, deed of trust or other security document
other than those referred to in the preceding sentence, securing the
indebtedness to Mortgagee. Without limitation of any other provision hereof,
Mortgagee may, at its option and without joinder or further consent of Tenant,
Landlord, or anyone else, at any time after the date hereof subordinate the lien
of the Mortgage (or any other lien or security interest held by Mortgagee which
covers or affects the Property) to the Lease by executing an instrument which is
intended for that purpose and which specifies such subordination; and, in the
event of any such election by Mortgagee to subordinate, Tenant will execute any
documents required to evidence such subordination; provided however,
notwithstanding that the Lease may by unilateral subordination by Mortgagee
hereafter be made superior to the lien of the Mortgage, the provisions of the
Mortgage relative to the rights of Mortgagee with respect to proceeds arising
from an eminent domain taking (including a voluntary conveyance by Landlord)
and/or insurance payable by reason of damage to or destruction of the Premises
shall be prior and superior to and shall control over any contrary provisions in
the Lease.
2. Non-Disturbance. Mortgagee agrees that so long as the Lease is in full
---------------
force and effect and Tenant is not in default in the payment of rent, additional
rent or other payments or in the performance of any of the other terms,
covenants or conditions of the Lease on Tenant's part to be performed (beyond
the period, if any, specified in the Lease within which Tenant may cure such
default),
(a) Tenant's possession of the Premises under the Lease shall not be
disturbed or interfered with by Mortgagee in the exercise of any of its
rights under the
Exhibit F - Page 2
Mortgage, including any foreclosure or conveyance in lieu of foreclosure, and
(b) Mortgagee will not join Tenant as a party defendant for the purpose
of terminating Tenant's interest and estate under the Lease in any proceeding
for foreclosure of the Mortgage.
3. Attornment.
----------
(a) Tenant covenants and agrees that in the event of foreclosure of the
Mortgage, whether by power of sale or by court action, or upon a transfer of
the Property by conveyance in lieu of foreclosure (the purchaser at
foreclosure or the transferee in lieu of foreclosure, including Mortgagee if
it is such purchaser or transferee, being herein called "New Owner"), Tenant
---------
shall attorn to the New Owner as Tenant's new landlord, and agrees that the
Lease shall continue in full force and effect as a direct lease between
Tenant and New Owner upon all of the terms, covenants, conditions and
agreements set forth in the Lease and this Agreement, except for provisions
which are impossible for Mortgagee to perform; provided, however, that in no
event shall the New Owner be:
(i) liable for any act, omission, default, misrepresentation, or
breach of warranty, of any previous landlord (including Landlord) or
obligations accruing prior to New Owner's actual possession of the property;
(ii) subject to any offset, defense, claim or counterclaim which
Tenant might be entitled to assert against any previous landlord (including
Landlord) (but this shall not limit New Owner's obligation to correct any
conditions that existed as of the date of attornment and violate New Owner's
obligations as landlord under the Lease);
(iii) bound by any payment of rent, additional rent or other
payments, made by Tenant to any previous landlord (including Landlord) for
more than one (1) month in advance;
(iv) bound by any material amendment, or material modification of
the Lease hereafter made, or consent by any previous landlord (including
Landlord) under the Lease to any assignment or sublease hereafter granted,
without the written consent of Mortgagee; or
(v) liable for any deposit that Tenant may have given to any
previous landlord (including Landlord) which has not, as such, been
transferred to New Owner.
(b) The provisions of this Agreement regarding attornment by Tenant
shall be self-operative and effective without the necessity of execution of
any new lease or other document on the part of any party hereto or the
respective heirs, legal representatives, successors or assigns of any such
party. Tenant agrees, however, to execute and deliver at any time and from
time to time, upon the request of Landlord or of any holder(s) of any of the
indebtedness or other obligations secured by the Mortgage, any instrument or
certificate which, in the reasonable judgement of Landlord or of such
holder(s), may be necessary or appropriate in any such foreclosure proceeding
or otherwise to evidence such attornment, including, if requested, a new
lease of the Premises on the same terms and conditions as the Lease for the
then unexpired term of the Lease.
4. Estoppel Certificate. Tenant agrees to execute and deliver from time to
--------------------
time, upon the request of Landlord or of any holder(s) of any of the
indebtedness or other obligations secured by the Mortgage, a certificate
regarding the status of the Lease, consisting of statements, if true (or if not,
specifying why not), (a) that the Lease is in full force and effect, (b) the
date through which rentals have been paid, (c) the date of the commencement of
the term of the Lease, (d) the nature of any amendments or modifications of the
Lease, (e) that no default, or state of facts which with the passage of time or
notice (or both) would constitute a default, exists under the Lease, and (f)
such other matters as may be reasonably requested.
5. Acknowledgement and Agreement by Tenant. Tenant acknowledges and agrees
---------------------------------------
as follows:
(a) Tenant acknowledges that Landlord will execute and deliver to
Mortgagee in connection with the financing of the Property an Assignment of
Leases and Rents assigning absolutely the rent and all other sums due under
the Lease. Tenant hereby expressly consents to such absolute assignment and
agrees that such assignments shall,
Exhibit F - Page 3
in all respects, be superior to any interest Tenant has in the Lease of the
Property, subject to the provisions of this Agreement. Tenant will not amend,
alter, terminate, or waive any provision of, or consent to the amendment,
alteration, termination or waiver of any provision of the Lease without the
prior written consent of Mortgagee, and no termination of the Lease, whether
pursuant to the terms of the Lease or otherwise, will be effective without
the prior written consent of Mortgagee. Tenant shall not prepay any rents or
other sums due under the lease for more than one (1) month in advance of the
due date therefor. Tenant acknowledges that Mortgagee will rely upon this
instrument in connection with such financing. Notwithstanding anything to the
contrary contained herein, Tenant shall have the right to terminate the Lease
under Section III(A) thereof without notice to, or consent of, Mortgagee.
(b) Mortgagee, in making any disbursements to Landlord, is under no
obligation or duty to oversee or direct the application of the proceeds of
such disbursements, and such proceeds may be used by Landlord for purposes
other than improvement of the Property.
(c) From and after the date hereof, in the event of any act or omission
by Landlord which would give Tenant the right, either immediately or after
the lapse of time, to terminate the Lease or to claim a partial or total
eviction, Tenant will not exercise any such right (i) until it has given
written notice of such act or omission to the Mortgagee; and (ii) until the
same period of time as is given to Landlord under the Lease to cure such act
or omission shall have elapsed following such giving of notice to Mortgagee
and following the time when Mortgagee shall have become entitled under the
Mortgage to remedy the same, but in any event 30 days after receipt of such
notice or such longer period of time as may be necessary to cure or remedy
such default act, or omission including such period of time necessary to
obtain possession of the Property and thereafter cure such default, act, or
omission, during which period of time Mortgagee shall be permitted to cure or
remedy such default, act or omission; provided, however, that Mortgagee shall
have no duty or obligation to cure or remedy any breach or default. It is
specifically agreed that Tenant shall not, as to Mortgagee, require cure of
any such default which is personal to Landlord, and therefore not susceptible
to cure by Mortgagee. Notwithstanding any to the contrary contained herein,
Tenant shall have the right to terminate the Lease under Section III(A)
thereof without notice to, or consent of, Mortgagee.
(d) In the event that Mortgagee notifies Tenant of a default under the
Mortgage, Note, or Security Documents and demands that Tenant pay its rent
and all other sums due under the Lease directly to Mortgagee, Tenant shall
honor such demand and pay the full amount of its rent and all other sums due
under the Lease directly to Mortgagee or as otherwise required pursuant to
such notice beginning with the payment next due after such notice of default,
without inquiry as to whether a default actually exists under the Mortgage,
Security Documents or otherwise in connection with the Note, and
notwithstanding any contrary instructions of or demands from Landlord.
(e) Tenant shall send a copy of any notice of default or incipient
default under the Lease to Mortgagee at the same time such notice is sent to
Landlord.
(f) Tenant has no right or option of any nature whatsoever, whether
pursuant to the Lease or otherwise, to purchase the Premises or the Property,
or any portion thereof or any interest therein, and to the extent that Tenant
has had, or hereafter acquires, any such right or option, same is hereby
acknowledged to be subject and subordinate to the Mortgage and is hereby
waived and released as against Mortgagee.
(g) This Agreement satisfies any condition or requirement in the Lease
relating to the granting of a Lender's non-disturbance agreement and Tenant
waives any requirement to the contrary in the Lease.
(h) Mortgagee and any New Owner shall have no liability to Tenant or
any other party for any conflict between the provisions of the Lease and the
provisions of any other lease affecting the Property, including, but not
limited to, any provisions relating to exclusive or non-conforming uses or
rights, renewal options and options to expand, and in the event of such a
conflict, Tenant shall have no right to cancel the Lease or take any other
remedial action against Mortgagee or New Owner, or against any other party
for which Mortgagee or any New Owner would be liable.
(i) Mortgagee and any New Owner shall have no obligation nor incur any
liability with respect to the erection or completion of the improvements in
which the
Exhibit F - Page 4
Premises are located or for completion of the Premises or any improvements
for Tenant's use and occupancy, either at the commencement of the term of the
Lease or upon any renewal or extension thereof or upon the addition of
additional space, pursuant to any expansion rights contained in the Lease;
provided that, notwithstanding the foregoing or any terms of the Lease to the
contrary, in the event Mortgagee or any New Owner acquires title to the
Property prior to the completion of the Tenant Improvements (as defined in
the Lease) and Mortgagee or such New Owner fails to complete construction of
the Tenant Improvements after the delivery by Tenant of any required notice
and the expiration of any applicable cure period set forth in the Lease,
Tenant may, as its sole remedy in such event, complete construction of the
Tenant Improvements itself or through a contractor engaged by Tenant, and the
cost of so completing such improvements (but not to exceed an amount equal to
the unfunded portion of the Allowance (as defined in the Lease) as of such
date), may be deducted from the next due installments of Base Rent under the
Lease.
(j) Mortgagee and any New Owner shall have no obligation nor incur any
liability with respect to any warranties of any nature whatsoever, whether
pursuant to the Lease or otherwise, including, without limitation, any
warranties respecting use, compliance with zoning, Landlord's title,
Landlord's authority, habitability or fitness for purpose.
(k) In the event that Mortgagee or any New Owner shall acquire title to
the Premises or the Property, Mortgagee or such New Owner shall have no
obligation, nor incur any liability, beyond Mortgagee's or New Owner's then
equity interest, if any, in the Property or the Premises, and Tenant shall
look exclusively to such equity interest of Mortgagee or New Owner, if any,
for the payment and discharge of any obligations imposed upon Mortgagee or
New Owner hereunder or under the Lease or for recovery of any judgement from
Mortgagee, or New Owner, and in no event shall Mortgagee, New Owner, nor any
of their respective officers, directors, shareholders, agents,
representatives, servants, employees or partners ever be personally liable
for such judgement.
(l) Nothing herein contained is intended, nor shall it be construed, to
abridge or adversely affect any right or remedy of Landlord under the Lease
in the event of any default by Tenant in the payment of rent and/or any other
sums due under the Lease or in the performance of any of the other terms,
covenants or conditions of the Lease on Tenant's part to be performed.
(m) Landlord has not agreed to any abatement of rent or other sums or
period of "free rent" for the Premises unless same is specifically provided
in the Lease, and Tenant agrees that in the event Mortgagee, or any New Owner
becomes the owner of the Property, no agreement for abatement of rent or any
other sum not specifically provided in the Lease will be binding on Mortgagee
or New Owner.
(n) Tenant has never permitted, and will not permit, the generation,
treatment, storage or disposal of any hazardous substance as defined under
federal, state, or local law, on the Premises or Property except for such
substances of a type and only in a quantity normally used in connection with
the occupancy or operation of buildings (such as non-flammable cleaning
fluids and supplies normally used in the day to day operation of first class
office establishments), which substances are being held, stored, and used in
strict compliance with federal, state, and local laws. Tenant shall be solely
responsible for and shall reimburse Landlord for any loss, liability, claim
or expense, including without limitation, cleanup and all other expenses,
that Landlord may incur by reason of Tenant's violation of the requirements
of this Section 5(n).
------------
(o) In the event that Tenant exercises any self-help right under the
Lease, Tenant shall perform all work in connection therewith in a good and
workmanlike manner and in accordance with all applicable requirements to
which Landlord would be subject under the Lease (if Landlord were performing
such work) and all applicable laws, ordinances, rules and regulations, and in
no event will such work affect or impair the building systems or any portion
of the Property other than the Premises. Tenant hereby indemnifies Landlord
for, and holds Landlord harmless from, any and all claims, liabilities,
losses, costs and expenses (including attorneys' fees) arising from or in
connection with the performance of such work by Tenant.
6. Acknowledgement and Agreement by Landlord. Landlord, as landlord under
-----------------------------------------
the Lease and grantor under the Mortgage, acknowledges and agrees for itself and
its heirs,
Exhibit F - Page 5
representatives, successors and assigns, that: (a) this Agreement does not
constitute a waiver by Mortgagee of any of its rights under the Mortgage, Note,
or Security Documents, or in any way release Landlord from its obligations to
comply with the terms, provisions, conditions, covenants, agreements and clauses
of the Mortgage, Note, or Security Documents; (b) the provisions of the
Mortgage, Note, or Security Documents remain in full force and effect and must
be complied with by Landlord; and (c) Tenant is hereby authorized to pay its
rent and all other sums due under the Lease directly to Mortgagee upon receipt
of a notice as set forth in Section 5(d) above from Mortgagee and that Tenant is
------------
not obligated to inquire as to whether a default actually exists under the
Mortgage, Security Documents or otherwise in connection with the Note. Landlord
hereby releases and discharges Tenant of and from any liability to Landlord
resulting from Tenant's payment to Mortgagee in accordance with this Agreement.
Landlord represents and warrants to Mortgagee that a true and complete copy of
the Lease has been delivered by Landlord to Mortgagee.
7. Lease Status. Landlord and Tenant certify to Mortgagee that neither
------------
Landlord nor Tenant has knowledge of any default on the part of the other under
the Lease, that the Lease is bona fide and contains all of the agreements of the
parties thereto with respect to the letting of the Premises and that all of the
agreements and provisions therein contained are in full force and effect.
8. Notices. All notices, requests, consents, demands and other
-------
communications required or which any party desires to give hereunder shall be in
writing and shall be deemed sufficiently given or furnished if delivered by
personal delivery, by telegram, telex, or facsimile, by expedited delivery
service with proof of delivery, or by registered or certified United States
mail, postage prepaid, at the addresses specified at the end of this Agreement
(unless changed by similar notice in writing given by the particular party whose
address is to be changed). Any such notice or communication shall be deemed to
have been given either at the time of personal delivery or, in the case of
delivery service or mail, as of the date of first attempted delivery at the
address and in the manner provided herein, or, in the case of telegram, telex or
facsimile, upon receipt. Notwithstanding the foregoing, no notice of change of
address shall be effective except upon receipt. This Section 8 shall not be
---------
construed in any way to affect or impair any waiver of notice or demand provided
in this Agreement or in the lease or in any document evidencing, securing or
pertaining to the loan evidenced by the Note or to require giving of notice or
demand to or upon any person in any situation or for any reason.
9. Miscellaneous.
-------------
(a) This Agreement supersedes any inconsistent provision of the Lease.
(b) Nothing contained in this Agreement shall be construed to derogate
from, or in any way impair or affect the lien, security interest or
provisions of the Mortgage, Note, or Security Documents.
(c) This Agreement shall inure to the benefit of the parties hereto,
their respective successors and permitted assigns, and any New Owner, and its
heirs, personal representatives, successors and assigns; provided, however,
that in the event of the assignment or transfer of the interest of Mortgagee,
all obligations and liabilities of the assigning Mortgagee under this
Agreement shall terminate, and thereupon all such obligations and liabilities
shall be the responsibility of the party to whom Mortgagee's interest is
assigned or transferred; and provided further that the interest of Tenant
under this Agreement may not be assigned or transferred, except in connection
with an assignment permitted under the Lease or consented to by Landlord and
Mortgagee.
(d) THIS AGREEMENT AND ITS VALIDITY, ENFORCEMENT AND INTERPRETATION SHALL
BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS AND APPLICABLE UNITED STATES
FEDERAL LAW EXCEPT ONLY TO THE EXTENT, IF ANY, THAT THE LAWS OF THE STATE IN
WHICH THE PROPERTY IS LOCATED NECESSARILY CONTROL.
(e) The words "herein", "hereof", "hereunder" and other similar compounds
of the word "here" as used in this Agreement refer to this entire Agreement
and not to any particular section or provision.
(f) This Agreement may not be modified orally or in any manner other than
by an agreement in writing signed by the parties hereto or their respective
successors in interest.
Exhibit F - Page 6
(g) If any provision of the Agreement shall be held to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not apply to or affect any other provision hereof, but
this Agreement shall be construed as if such invalidity, illegibility, or
unenforceability did not exist.
(h) If any bankruptcy proceedings shall hereafter commence with respect
to Landlord, and if the Lease is rejected by the trustee pursuant to ▇▇▇▇▇▇▇
▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code, Tenant agrees with Mortgagee (i)
not to treat such lease as terminated and (ii) to remain in possession of the
Premises.
Exhibit F - Page 7
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
ADDRESS OF MORTGAGEE: MORTGAGEE:
-------------------- ---------
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇.▇., a national banking
51st Floor association
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Real Estate
Loan Administration By:________________________________________
Name:______________________________________
Title:_____________________________________
ADDRESS OF TENANT: TENANT:
----------------- ------
▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇.▇▇▇, INC., a Delaware corporation
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Financial
Officer By:________________________________________
Name:______________________________________
Title:_____________________________________
ADDRESS OF LANDLORD: LANDLORD:
------------------- --------
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ THREE BELLEVUE CENTER LLC, a
Suite 2000 Washington limited liability company
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
By: ▇▇▇▇▇▇ RUNSTAD ASSOCIATES LIMITED
PARTNERSHIP, a Washington limited
partnership, its manager
By: ▇▇▇▇▇▇ RUNSTAD & COMPANY,
a Washington corporation, its general
partner
By:______________________________
Its:_____________________________
By: EOP-THREE BELLEVUE, L.L.C., a Delaware
limited liability company, its manager
By: EOP OPERATING LIMITED
PARTNERSHIP, a Delaware limited
partnership, its sole member
By: EQUITY OFFICE PROPERTIES
TRUST, a Maryland real estate
investment trust, its managing general
partner
By:_____________________________
Its:_____________________________
Exhibit F - Page 8
LANDLORD ACKNOWLEDGMENT
STATE OF WASHINGTON )
) ss:
COUNTY OF KING )
On this the ____ day of __________, 2000, before me a Notary Public duly
authorized in and for the said County in the State aforesaid to take
acknowledgments personally appeared ________________ known to me to be the
__________ of ▇▇▇▇▇▇ Runstad & Company, the general partner of ▇▇▇▇▇▇ Runstad
Associates Limited Partnership, a Member of THREE BELLEVUE CENTER LLC, a
Washington limited liability company, the Landlord in the foregoing instrument,
and acknowledged that as such officer, being authorized so to do, (s)he executed
the foregoing instrument on behalf of said corporation by subscribing the name
of such corporation by himself/herself as such officer and caused the corporate
seal of said corporation to be affixed thereto, as a free and voluntary act, and
as the free and voluntary act of said corporation, for the uses and purposes
therein set forth.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public:______________________________
Printed Name:_______________________________
Residing at:________________________________
My Commission expires:______________________
STATE OF WASHINGTON)
) ss:
COUNTY OF KING )
On this the ____ day of __________, 2000, before me a Notary Public duly
authorized in and for the said County in the State aforesaid to take
acknowledgments personally appeared ________________ known to me to be the
__________ of Equity Office Properties Trust, the general partner of EOP
Operating Limited Partnership, the sole member of EOP-Three Bellevue, L.L.C., a
Member of THREE BELLEVUE CENTER LLC, a Washington limited liability company, the
Landlord in the foregoing instrument, and acknowledged that as such officer,
being authorized so to do, (s)he executed the foregoing instrument on behalf of
said corporation by subscribing the name of such corporation by himself/herself
as such officer and caused the corporate seal of said corporation to be affixed
thereto, as a free and voluntary act, and as the free and voluntary act of said
corporation, for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public:______________________________
Printed Name:_______________________________
Residing at:________________________________
My Commission expires:______________________
Exhibit F - Page 9
TENANT ACKNOWLEDGMENT
STATE OF WASHINGTON )
) ss:
COUNTY OF KING )
On this the ____ day of __________, 2000, before me a Notary Public duly
authorized in and for the said County in the State aforesaid to take
acknowledgments personally appeared ________________ known to me to be the
__________ of ▇▇▇▇▇▇▇▇▇.▇▇▇, INC., a Delaware corporation, the Tenant in the
foregoing instrument, and acknowledged that as such officer, being authorized so
to do, (s)he executed the foregoing instrument on behalf of said corporation by
subscribing the name of such corporation by himself/herself as such officer and
caused the corporate seal of said corporation to be affixed thereto, as a free
and voluntary act, and as the free and voluntary act of said corporation, for
the uses and purposes therein set forth.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public:______________________________
Printed Name:_______________________________
Residing at:________________________________
My Commission expires:______________________
LENDER ACKNOWLEDGMENT
STATE OF )
) ss:
COUNTY OF )
On this the ____ day of __________, 2000, before me a Notary Public duly
authorized in and for the said County in the State aforesaid to take
acknowledgments personally appeared ________________ known to me to be the
__________ of BANK OF AMERICA, N.A., a national banking association, the Lender
in the foregoing instrument, and acknowledged that as such officer, being
authorized so to do, (s)he executed the foregoing instrument on behalf of said
corporation by subscribing the name of such corporation by himself/herself as
such officer and caused the corporate seal of said corporation to be affixed
thereto, as a free and voluntary act, and as the free and voluntary act of said
corporation, for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public:______________________________
Printed Name:_______________________________
Residing at:________________________________
My Commission expires:______________________
EXHIBIT "A"
-----------
Legal Description of the Land
-----------------------------
This Exhibit is attached to and made a part of the Lease dated _____________,
2000, by and between Three Bellevue Center LLC, a Washington limited liability
company ("Landlord") and ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Delaware corporation ("Tenant")
for space in the Building located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇.
PARCEL A:
THAT PORTION OF ▇▇▇ ▇ ▇▇ ▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ PLAT NO. 1, AS PER
PLAT RECORDED IN VOLUME 7 OF PLATS, PAGE 47, RECORDS OF KING COUNTY, DESCRIBED
AS FOLLOWS:
Exhibit F - Page 10
BEGINNING AT A POINT ON THE WEST LINE OF THE EAST 230 FEET OF SAID LOT 2 WHICH
IS SOUTH 00 degrees 05 minutes 54 seconds WEST ALONG SAID WEST LINE 297 FEET
FROM THE NORTH LINE OF SAID LOT 2; THENCE SOUTH 89 degrees 54 minutes 06 seconds
EAST 178 FEET; THENCE SOUTH 44 degrees 54 minutes 06 seconds EAST 14.14 FEET;
THENCE SOUTH 89 degrees 54 minutes 06 seconds EAST 12 FEET TO THE WEST LINE OF
THE EAST 30 FEET OF SAID LOT 2; THENCE SOUTH 00 degrees 05 minutes 54 seconds
WEST ALONG SAID WEST LINE 138.02 FEET TO THE SOUTH LINE OF THE NORTH 120 FEET OF
THE SOUTH 1/2 OF SAID LOT 2; THENCE NORTH 88 degrees 44 minutes 41 seconds WEST
ALONG SAID SOUTH LINE 200.04 FEET TO THE WEST LINE OF THE EAST 230 FEET OF SAID
LOT 2; THENCE NORTH 00 degrees 05 minutes 54 seconds EAST ALONG SAID WEST LINE
143.98 FEET TO THE POINT OF BEGINNING;
(ALSO KNOWN AS PARCEL B OF CITY OF BELLEVUE LOT LINE REVISION
NO. 84-43 RECORDED UNDER RECORDING NO. 8503079001)
SITUATE IN ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇.
PARCEL B:
THAT PORTION OF THE SOUTH 1/2 OF ▇▇▇ ▇ ▇▇ ▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ PLAT
NO. 1, AS PER PLAT RECORDED IN VOLUME 7 OF PLATS, PAGE 47, RECORDS OF KING
COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE WEST LINE OF THE EAST 30 FEET OF SAID LOT 2
WITH THE SOUTH LINE THEREOF; THENCE NORTH 88 degrees 46 minutes 31 seconds WEST
ALONG SAID SOUTH LINE 221.81 FEET; THENCE NORTH 00 degrees 05 minutes 54 seconds
EAST 108.37 FEET; THENCE SOUTH 89 degrees 54 minutes 06 seconds EAST 21.77 FEET
TO THE WEST LINE OF THE EAST 230 FEET OF SAID LOT 21' THENCE NORTH 00 degrees 05
minutes 54 seconds EAST ALONG SAID WEST LINE 80.31 FEET TO THE SOUTH LINE OF
PARCEL B OF CITY OF BELLEVUE BOUNDARY LINE ADJUST NO. 84-43, RECORDED UNDER KING
COUNTY RECORDING NO. ▇▇▇▇▇▇▇▇▇▇; THENCE SOUTH 88 degrees 44 minutes 41 seconds
EAST ALONG SAID SOUTH LINE 200.04 FEET TO THE WEST LINE OF THE EAST 30 FEET OF
SAID LOT 2; THENCE SOUTH 00 degrees 05 minutes 54 seconds WEST ALONG SAID WEST
LINE 189.00 FEET TO BEGINNING;
(ALSO KNOWN AS LOT 2 OF CITY OF BELLEVUE BOUNDARY LINE ADJUSTMENT NO. BLA-90-
7034 RECORDED UNDER RECORDING NO. 9201159011);
SITUATE IN ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇.
BOTH PARCELS ABOVE ALSO BEING DESCRIBED AS FOLLOWS:
THAT PORTION OF ▇▇▇ ▇ ▇▇ ▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ PLAT NO. 1, AS PER
PLAT RECORDED IN VOLUME 7 OF PLATS, PAGE 47, RECORDS OF KING COUNTY, DESCRIBED
AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT 2; THENCE NORTH 88 degrees 46
minutes 31 seconds WEST 30.00 FEET ALONG THE SOUTH LINE THEREOF TO THE WEST LINE
OF THE EAST 30.00 FEET OF SAID ▇▇▇ ▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇. (60 FEET
WIDE) AND THE TRUE POINT OF BEGINNING;
THENCE CONTINUING NORTH 88 degrees 46 minutes 13 seconds WEST 221.81 FEET ALONG
SAID SOUTH LINE AND THE SOUTH LINE OF LOT 2 OF CITY OF BELLEVUE BOUNDARY LINE
ADJUSTMENT NO. BLA-90-7034, RECORDED UNDER KING COUNTY RECORDING NO. 9201159011
TO THE ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇ ▇▇ ▇▇▇-▇▇-▇▇▇▇; THENCE ALONG THE WEST LINE
OF LAST SAID LOT 2 THE FOLLOWING THREE COURSES: THENCE NORTH 00 degrees 05
minutes 31 seconds EAST 108.37 FEET; THENCE SOUTH 89 degrees 54 minutes 29
seconds EAST 21.77 FEET; THENCE NORTH 00 degrees 05 minutes 31 seconds EAST
80.31 FEET TO THE MOST NORTHERLY
Exhibit F - Page 11
NORTHWEST CORNER OF SAID ▇▇▇ ▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇ OF CITY OF
BELLEVUE LOT LINE REVISION NO. 84-43, RECORDED UNDER KING COUNTY RECORDING NO.
8503079001; THENCE CONTINUING NORTH 00 degrees 05 minutes 31 seconds EAST 143.98
FEET ALONG THE WEST LINE OF SAID PARCEL B TO THE NORTHWEST CORNER THEREOF;
THENCE ALONG THE NORTH LINE OF SAID PARCEL B THE FOLLOWING
THREE COURSES:
THENCE SOUTH 89 degrees 54 minutes 29 seconds EAST 178.00 FEET; THENCE SOUTH 44
degrees 54 minutes 29 seconds EAST 14.14 FEET; THENCE SOUTH 89 degrees 54
minutes 29 seconds EAST 12.00 FEET TO THE EAST LINE OF SAID PARCEL B AND SAID
WEST MARGIN OF 108TH AVENUE N.E.;
THENCE SOUTH 00 degrees 05 minutes 31 seconds WEST 327.02 FEET ALONG SAID WEST
MARGIN TO THE TRUE POINT OF BEGINNING;
SITUATE IN ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇ OF WASHINGTON.
Exhibit F - Page 12
EXHIBIT G
Rooftop Rates
This Exhibit is attached to and made a part of the Lease dated February ___,
2000, by and between THREE BELLEVUE CENTER LLC ("Landlord") and ▇▇▇▇▇▇▇▇▇.▇▇▇,
INC., a Delaware corporation ("Tenant") for space in the Building known as Three
Bellevue Center located at ▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇.
The following are the current rates for use of the rooftop of the Building.
Such rates are subject to change by Landlord from time to time.
Average Rents by Tenant Type
----------------------------
Market: Northwest United States
------------------------------------------------------------------------------------------------------------
Monthly Annual
------------------------------------------------------------------------------------------------------------
Type 1 $ 6,000
------ $ 500
Two-Way Paging cells
Analog SMR Transmitters $ 500
.3-1 meter satellite reception dishes (VSAT)
"
Wireless data mini bases
Wireless cable antenna
Two-way communication whip antennas $ 250
Twelve foot whip antenna (450 mHz, 50 ▇▇▇▇▇) $ 500
-----
Type 2 $ 4200
------ $500
38 Ghz Wireless Fiber Microwave (unswitched-switched)
Community Repeaters $ 500-800
Standard paging/messaging transmitters "
Wireless data base stations "
2 foot telemetry antennas (yagi) (receive telemetering $ 200
data)
Six-foot diameter open grid dish antenna (10 ▇▇▇▇▇, 950 $ 500
mHz) Studio-Transmitter Link band.
------------------------------------------------------------------------------------------------------------
Type 3
------ $ 800 $ 9600
220 MHz Repeaters
PCS mini-cells
Vehicle location services $ 800
High power messaging
------------------------------------------------------------------------------------------------------------
Type 4
------ $ 2000 $ 24000
PS Cells, Large
High power Trunking
Enhanced specialized mobile radio $ 2000
2-3 meter satellite transmission dishes $ 2,400
------------------------------------------------------------------------------------------------------------
Type 5
------- $ 3000 $ 36000
Multiple Sector Cell Sites
Traditional Microwave (6-10') $ 2,500
Major microwave backbone facilities $3,000-5,000
------------------------------------------------------------------------------------------------------------
Type 6
------ $ 7500 $90,000
38 GHz Wireless Fiber Microwave Hubs
------------------------------------------------------------------------------------------------------------
Type 7
------
------------------------------------------------------------------------------------------------------------
Exhibit G - Page 1
-----------------------------------------------------------------------------------------------------------
$ 4500 $ 54000
Digital Cable Wireless Headends
$ 3000-7000
Commercial Broadcast Facilities
------------------------------------------------------------------------------------------------------------
Exhibit G - Page 2
EXHIBIT H
Form of Letter of Credit
________________________
[Name of Financial Institution]
Irrevocable Standby
Letter of Credit
No. ______________________
Issuance Date:_____________
Expiration Date:____________
Applicant:__________________
Beneficiary
-----------
[Insert Name of Owner]
_____________________________
_____________________________
_____________________________
Ladies/Gentlemen:
We hereby establish our Irrevocable Standby Letter of Credit in your favor for
the account of the above referenced Applicant in the amount of
____________________ U.S. Dollars ($____________________) available for payment
at sight by your draft drawn on us when accompanied by the following documents:
1. An original copy of this Irrevocable Standby Letter of Credit.
2. Beneficiary's dated statement purportedly signed by one of its officers
reading: "This draw in the amount of ______________________ U.S. Dollars
($____________) under your Irrevocable Standby Letter of Credit No.
____________________ represents funds due and owing to us as a result of
the Applicant's failure to comply after the expiration of applicable notice
and cure periods with one or more of the terms of that certain lease by and
between ______________________, as landlord, and _____________, as tenant."
It is a condition of this Irrevocable Standby Letter of Credit that it will
be considered automatically renewed for a one year period upon the expiration
date set forth above and upon each anniversary of such date, unless at least
thirty (30) days prior to such expiration date or applicable anniversary
thereof, we notify you in writing by certified mail, return receipt requested,
that we elect not to so renew this Irrevocable Standby Letter of Credit. A copy
of any such notice shall also be sent to: Three Bellevue Center LLC, ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. In addition to the foregoing, we
understand and agree that you shall be entitled to draw upon this Irrevocable
Standby Letter of Credit in accordance with 1 and 2 above in the event that we
elect not to renew this Irrevocable Standby Letter of Credit and, in addition,
you provide us with a dated statement purportedly signed by one of Beneficiary's
officers stating that the Applicant has failed to provide you with an acceptable
substitute irrevocable standby letter of credit in accordance with the terms of
the above referenced lease. We further acknowledge and agree that: (a) upon
receipt of the documentation required herein, we will honor your draws against
this Irrevocable Standby Letter of Credit without inquiry into the accuracy of
Beneficiary's signed statement and regardless of whether Applicant disputes the
content of such statement; (b) this Irrevocable Standby Letter of Credit shall
permit partial draws and, in the event you elect to draw upon less than the full
stated amount hereof, the stated amount of this Irrevocable Standby Letter of
Credit shall be automatically reduced by the amount of such partial draw; and
(c) you shall be entitled to assign your interest in this Irrevocable Standby
Letter of Credit from time to time without our approval and without charge. In
the event of an assignment, we reserve the right to require reasonable evidence
of such assignment as a condition to any draw hereunder.
This Irrevocable Standby Letter of Credit is subject to the Uniform Customs
and Practice for Documentary Credits (1993 revision) ICC Publication No. 500.
We hereby engage with you to honor drafts and documents drawn under and in
compliance with the terms of this Irrevocable Standby Letter of Credit.
Exhibit H - Page 1
All communications to us with respect to this Irrevocable Standby Letter of
Credit must be addressed to our office located at
______________________________________________ to the attention of
__________________________________.
Very truly yours,
__________________
[name]
-----------------
[title]
-----------------
Exhibit H - Page 2
EXHIBIT I
Ground Lessor Nondisturbance Agreement
RETURN NAME AND ADDRESS:
▇▇▇▇▇▇▇ Coie LLP
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
NONDISTURBANCE AND ATTORNMENT AGREEMENT
LANDLORD: Three Bellevue Center LLC, a Washington limited liability company
TENANT: ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Delaware corporation
GROUND LESSOR: Sterling Realty Organization, Co., a Washington company
LEGAL
DESCRIPTION: Parcel A Portion of ▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ No. 1,
according to the plant thereof recorded in Volume 7 of Plats, page
47, in King County, Washington.
Parcel B Portion of the south half of ▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇ No. 1, according to the plat thereof recorded in
Volume 7 of Plats, page 57, in King County, Washington.
Additional legal description is on Exhibit A of document.
ASSESSOR'S
PROPERTY TAX
PARCEL ACCOUNT
NUMBER(S):
154410-0230-01 and 154410-0219-06
Exhibit I - Page 1
NON-DISTURBANCE AND ATTORNMENT AGREEMENT
----------------------------------------
This Non-Disturbance and Attornment Agreement (this "Agreement") dated
---------
________________, 2000, is made among ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. ("Tenant"), Three
------
Bellevue Center, LLC ("Landlord"), and Sterling Realty Organization Co.,
--------
("Ground Lessor").
---------------
WHEREAS, Ground Lessor as landlord and Landlord as tenant are parties to that
certain Ground Lease dated November 20, 1998 (as amended from time to time, the
"Ground Lease") for the lease of certain real property described on Exhibit A
attached hereto (the "Land"), upon which Landlord has constructed certain
improvements (the "Improvements", and together with the Land, the "Property");
WHEREAS, Tenant is the tenant under a lease for space in the Improvements
dated February _____, 2000 (herein, as it may from time to time be renewed,
extended, amended or supplemented, called the "Lease"), covering a portion of
-----
the Property (said portion being herein referred to as the "Premises"); and
--------
WHEREAS, the term "Landlord" as used herein means the present landlord under
the Lease or, if the landlord's interest is transferred in any manner, the
successor(s) or assign(s) occupying the position of landlord under the Lease at
the time in question;
THEREFORE, in consideration of the mutual agreements herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Non-Disturbance. Ground Lessor agrees that in the event the Ground Lease
---------------
is terminated, and so long as the Lease is in full force and effect and Tenant
is not in default in the payment of rent, additional rent or other payments or
in the performance of any of the other terms, covenants or conditions of the
Lease on Tenant's part to be performed (beyond the period, if any, specified in
the Lease within which Tenant may cure such default),
(a) Tenant's possession of the Premises under the Lease shall not be
disturbed or interfered with by Ground Lessor in the exercise of any of its
rights under the Ground Lease, and
(b) Ground Lessor will, from and after the date the Ground Lease is
terminated, recognize the Lease as a direct lease between Ground Lessor as
landlord and Tenant as tenant, subject to the terms and conditions of the
Lease and this Agreement, and
(c) Ground Lessor will not join Tenant as a party defendant for the
purpose of terminating Tenant's interest and estate under the Lease in any
proceeding for termination of the Ground Lease or eviction of Landlord from
the Property.
2. Attornment.
----------
(a) Tenant covenants and agrees that in the event the Ground Lease is
terminated for any reason, Tenant shall attorn to the Ground Lessor as
Tenant's new landlord, and agrees that the Lease shall continue in full force
and effect as a direct lease between Tenant and Ground Lessor upon all of the
terms, covenants, conditions and agreements set forth in the Lease and this
Agreement, except for provisions which by their nature are not possible for
Ground Lessor to perform; provided, however, that in no event shall the
Ground Lessor be:
(i) liable for any act, omission, default, misrepresentation, or
breach of warranty, of any previous landlord (including Landlord) or
obligations accruing prior to Ground Lessor's actual possession of the
property;
(ii) subject to any offset, defense, claim or counterclaim which
Tenant might be entitled to assert against any previous landlord (including
Landlord) (but this shall not limit any right of Tenant under the Lease to
terminate the Lease if Ground Lessor fails to correct any conditions that
existed as of the date of attornment and violate Landlord's obligations under
the Lease);
Exhibit I - Page 2
(iii) bound by any payment of rent, additional rent or other
payments, made by Tenant to any previous landlord (including Landlord) for
more than one (1) month in advance;
(iv) liable for any deposit that Tenant may have given to any
previous landlord (including Landlord) which has not, as such, been
transferred to Ground Lessor.
(b) The provisions of this Agreement regarding attornment by Tenant
shall be self-operative and effective without the necessity of execution of
any new lease or other document on the part of any party hereto or the
respective heirs, legal representatives, successors or assigns of any such
party. Tenant agrees, however, to execute and deliver at any time and from
time to time, upon the request of Landlord or of any holder(s) of any of the
indebtedness or other obligations secured by the Mortgage, any instrument or
certificate which, in the reasonable judgement of Landlord or of such
holder(s), may be necessary or appropriate in any such foreclosure proceeding
or otherwise to evidence such attornment, including, if requested, a new
lease of the Premises on the same terms and conditions as the Lease for the
then unexpired term of the Lease.
3. Notices. All notices, requests, consents, demands and other
-------
communications required or which any party desires to give hereunder shall be in
writing and shall be deemed sufficiently given or furnished if delivered by
personal delivery, by telegram, telex, or facsimile, by expedited delivery
service with proof of delivery, or by registered or certified United States
mail, postage prepaid, at the addresses specified at the end of this Agreement
(unless changed by similar notice in writing given by the particular party whose
address is to be changed). Any such notice or communication shall be deemed to
have been given either at the time of personal delivery or, in the case of
delivery service or mail, as of the date of first attempted delivery at the
address and in the manner provided herein, or, in the case of telegram, telex or
facsimile, upon receipt. Notwithstanding the foregoing, no notice of change of
address shall be effective except upon receipt. This Section 3 shall not be
---------
construed in any way to affect or impair any waiver of notice or demand provided
in this Agreement or in the lease or to require giving of notice or demand to or
upon any person in any situation or for any reason.
4. Miscellaneous.
-------------
(a) This Agreement supersedes any inconsistent provision of the Lease.
(b) This Agreement shall inure to the benefit of the parties hereto,
their respective successors and permitted assigns, provided, however, that in
the event of the assignment or transfer of the interest of Ground Lessor, all
obligations and liabilities of the assigning Ground Lessor under this
Agreement shall terminate, and thereupon all such obligations and liabilities
shall be the responsibility of the party to whom Ground Lessor's interest is
assigned or transferred.
(c) THIS AGREEMENT AND ITS VALIDITY, ENFORCEMENT AND INTERPRETATION
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF WASHINGTON AND APPLICABLE
UNITED STATES FEDERAL LAW.
(d) The words "herein", "hereof", "hereunder" and other similar
compounds of the word "here" as used in this Agreement refer to this entire
Agreement and not to any particular section or provision.
(e) This Agreement may not be modified orally or in any manner other
than by an agreement in writing signed by the parties hereto or their
respective successors in interest.
(f) If any provision of the Agreement shall be held to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not apply to or affect any other provision hereof, but
this Agreement shall be construed as if such invalidity, illegibility, or
unenforceability did not exist.
(g) If any bankruptcy proceedings shall hereafter commence with respect
to Landlord, and if the Lease is rejected by the trustee pursuant to ▇▇▇▇▇▇▇
▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code, Tenant agrees with Ground Lessor
(i) not to treat such lease as terminated and (ii) to remain in possession of
the Premises.
Exhibit I - Page 3
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
ADDRESS OF GROUND LESSOR: GROUND LESSOR:
------------------------ -------------
________________________ STERLING REALTY ORGANIZATION, CO.
________________________ By:__________________________________
________________________ Name:________________________________
Attention: _____________ Title:_______________________________
ADDRESS OF TENANT: TENANT:
----------------- ------
________________________ ▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
________________________ By:__________________________________
________________________ Name:________________________________
Attention:______________ Title:_______________________________
ADDRESS OF LANDLORD: LANDLORD:
------------------- --------
________________________ THREE BELLEVUE CENTER LLC, a
________________________ Washington limited liability company
________________________
Attention:______________ By: ▇▇▇▇▇▇ RUNSTAD ASSOCIATES LIMITED
PARTNERSHIP, a Washington limited
partnership, its manager
By: ▇▇▇▇▇▇ RUNSTAD & COMPANY,
a Washington corporation, its general
partner
By:___________________________
Its:__________________________
By: EOP-THREE BELLEVUE, L.L.C., a Delaware
limited liability company, its manager
By: EOP OPERATING LIMITED
PARTNERSHIP, a Delaware limited
partnership, its sole member
By: EQUITY OFFICE PROPERTIES TRUST, a
Maryland real estate investment trust,
its managing general partner
By:_______________________________
Its:______________________________
Exhibit I - Page ▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ )
) ss:
COUNTY OF KING )
On this the ____ day of February, 2000, before me a Notary Public duly
authorized in and for the said County in the State aforesaid to take
acknowledgments personally appeared ________________ known to me to be the
__________ of ▇▇▇▇▇▇ Runstad & Company, the general partner of ▇▇▇▇▇▇ Runstad
Associates Limited Partnership, a Member of THREE BELLEVUE CENTER LLC, a
Washington limited liability company, the Landlord in the foregoing instrument,
and acknowledged that as such officer, being authorized so to do, (s)he executed
the foregoing instrument on behalf of said corporation by subscribing the name
of such corporation by himself/herself as such officer and caused the corporate
seal of said corporation to be affixed thereto, as a free and voluntary act, and
as the free and voluntary act of said corporation, for the uses and purposes
therein set forth.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public:________________________
Printed Name:_________________________
Residing at:__________________________
My Commission expires:________________
STATE OF )
) ss:
COUNTY OF )
On this the ____ day of February, 2000, before me a Notary Public duly
authorized in and for the said County in the State aforesaid to take
acknowledgments personally appeared ________________ known to me to be the
__________ of Equity Office Properties Trust, the general partner of EOP
Operating Limited Partnership, the sole member of EOP-Three Bellevue, L.L.C., a
Member of THREE BELLEVUE CENTER LLC, a Washington limited liability company, the
Landlord in the foregoing instrument, and acknowledged that as such officer,
being authorized so to do, (s)he executed the foregoing instrument on behalf of
said corporation by subscribing the name of such corporation by himself/herself
as such officer and caused the corporate seal of said corporation to be affixed
thereto, as a free and voluntary act, and as the free and voluntary act of said
corporation, for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public:________________________
Printed Name:_________________________
Residing at:__________________________
My Commission expires:________________
Exhibit I - Page 5
TENANT ACKNOWLEDGMENT
STATE OF WASHINGTON )
) ss:
COUNTY OF KING )
On this the ____ day of February, 2000, before me a Notary Public duly
authorized in and for the said County in the State aforesaid to take
acknowledgments personally appeared ________________ known to me to be true of
▇▇▇▇▇▇▇▇▇.▇▇▇, INC., the Tenant in the foregoing instrument, and acknowledged
that as such officer, being authorized so to do, (s)he executed the foregoing
instrument on behalf of said corporation by subscribing the name of such
corporation by himself/herself as such officer and caused the corporate seal of
said corporation to be affixed thereto, as a free and voluntary act, and as the
free and voluntary act of said corporation, for the uses and purposes therein
set forth.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public:________________________
Printed Name:_________________________
Residing at:__________________________
My Commission expires:________________
LENDER ACKNOWLEDGMENT
STATE OF WASHINGTON )
) ss:
COUNTY OF KING )
On this the ____ day of February, 2000, before me a Notary Public duly
authorized in and for the said County in the State aforesaid to take
acknowledgments personally appeared ________________ known to me to be true of
Sterling Realty Organization, Co., the Ground Lessor in the foregoing
instrument, and acknowledged that as such officer, being authorized so to do,
(s)he executed the foregoing instrument on behalf of said corporation by
subscribing the name of such corporation by himself/herself as such officer and
caused the corporate seal of said corporation to be affixed thereto, as a free
and voluntary act, and as the free and voluntary act of said corporation, for
the uses and purposes therein set forth.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public:________________________
Printed Name:_________________________
Residing at:__________________________
My Commission expires:________________
Exhibit I - Page 6
EXHIBIT "A"
-----------
Legal Description of the Land
-----------------------------
This Exhibit is attached to and made a part of the Lease dated February ___,
2000, by and between Three Bellevue Center LLC, a Washington limited liability
company ("Landlord") and ▇▇▇▇▇▇▇▇▇.▇▇▇, a Delaware company ("Tenant") for space
in the Building located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
PARCEL A:
THAT PORTION OF ▇▇▇ ▇ ▇▇ ▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ PLAT NO. 1, AS PER
PLAT RECORDED IN VOLUME 7 OF PLATS, PAGE 47, RECORDS OF KING COUNTY, DESCRIBED
AS FOLLOWS:
BEGINNING AT A POINT ON THE WEST LINE OF THE EAST 230 FEET OF SAID LOT 2 WHICH
IS SOUTH 00 degrees 05 minutes 54 seconds WEST ALONG SAID WEST LINE 297 FEET
FROM THE NORTH LINE OF SAID LOT 2; THENCE SOUTH 89 degrees 54 minutes 06 seconds
EAST 178 FEET; THENCE SOUTH 44 degrees 54 minutes 06 seconds EAST 14.14 FEET;
THENCE SOUTH 89 degrees 54 minutes 06 seconds EAST 12 FEET TO THE WEST LINE OF
THE EAST 30 FEET OF SAID LOT 2; THENCE SOUTH 00 degrees 05 minutes 54 seconds
WEST ALONG SAID WEST LINE 138.02 FEET TO THE SOUTH LINE OF THE NORTH 120 FEET OF
THE SOUTH 1/2 OF SAID LOT 2; THENCE NORTH 88 degrees 44 minutes 41 seconds WEST
ALONG SAID SOUTH LINE 200.04 FEET TO THE WEST LINE OF THE EAST 230 FEET OF SAID
LOT 2; THENCE NORTH 00 degrees 05 minutes 54 seconds EAST ALONG SAID WEST LINE
143.98 FEET TO THE POINT OF BEGINNING;
(ALSO KNOWN AS PARCEL B OF CITY OF BELLEVUE LOT LINE REVISION
NO. 84-43 RECORDED UNDER RECORDING NO. 8503079001)
SITUATE IN ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇.
PARCEL B:
THAT PORTION OF THE SOUTH 1/2 OF ▇▇▇ ▇ ▇▇ ▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ PLAT
NO. 1, AS PER PLAT RECORDED IN VOLUME 7 OF PLATS, PAGE 47, RECORDS OF KING
COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE WEST LINE OF THE EAST 30 FEET OF SAID LOT 2
WITH THE SOUTH LINE THEREOF; THENCE NORTH 88 degrees 46 minutes 31 seconds WEST
ALONG SAID SOUTH LINE 221.81 FEET; THENCE NORTH 00 degrees 05 minutes 54 seconds
EAST 108.37 FEET; THENCE SOUTH 89 degrees 54 minutes 06 seconds EAST 21.77 FEET
TO THE WEST LINE OF THE EAST 230 FEET OF SAID LOT 21' THENCE NORTH 00 degrees 05
minutes 54 seconds EAST ALONG SAID WEST LINE 80.31 FEET TO THE SOUTH LINE OF
PARCEL B OF CITY OF BELLEVUE BOUNDARY LINE ADJUST NO. 84-43, RECORDED UNDER KING
COUNTY RECORDING NO. ▇▇▇▇▇▇▇▇▇▇; THENCE SOUTH 88 degrees 44 minutes 41 seconds
EAST ALONG SAID SOUTH LINE 200.04 FEET TO THE WEST LINE OF THE EAST 30 FEET OF
SAID LOT 2; THENCE SOUTH 00 degrees 05 minutes 54 seconds WEST ALONG SAID WEST
LINE 189.00 FEET TO BEGINNING;
(ALSO KNOWN AS LOT 2 OF CITY OF BELLEVUE BOUNDARY LINE ADJUSTMENT NO. BLA-90-
7034 RECORDED UNDER RECORDING NO. 9201159011);
SITUATE IN ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇.
BOTH PARCELS ABOVE ALSO BEING DESCRIBED AS FOLLOWS:
THAT PORTION OF ▇▇▇ ▇ ▇▇ ▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ PLAT NO. 1, AS PER
PLAT RECORDED IN VOLUME 7 OF PLATS, PAGE 47, RECORDS OF KING COUNTY, DESCRIBED
AS FOLLOWS:
Exhibit I - Page 7
BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT 2; THENCE NORTH 880461310 WEST
30.00 FEET ALONG THE SOUTH LINE THEREOF TO THE WEST LINE OF THE EAST 30.00 FEET
OF SAID ▇▇▇ ▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇. (60 FEET WIDE) AND THE TRUE
POINT OF BEGINNING;
THENCE CONTINUING NORTH 8804613IN WEST 221.81 FEET ALONG SAID
SOUTH LINE AND THE SOUTH LINE OF LOT 2 OF CITY OF BELLEVUE
BOUNDARY LINE ADJUSTMENT NO. BLA-90-7034, RECORDED UNDER KING
COUNTY RECORDING NO. 9201159011 TO THE ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇ ▇ ▇▇ ▇▇▇-▇▇-▇▇▇▇;
THENCE ALONG THE WEST LINE OF LAST SAID LOT 2 THE FOLLOWING
THREE COURSES:
THENCE NORTH 00'05131H EAST 108.37 FEET;
THENCE SOUTH 89 degrees 54 feet 29 inches EAST 21.77 FEET;
THENCE NORTH 00 degrees 05 feet 31 inches EAST 80.31 FEET TO THE MOST
NORTHERLY NORTHWEST CORNER OF SAID ▇▇▇ ▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇ ▇ OF CITY OF BELLEVUE LOT LINE REVISION NO. 84-43,
RECORDED UNDER KING COUNTY RECORDING NO. 8503079001;
THENCE CONTINUING NORTH 00 degrees 05 feet 31 inches EAST 143.98 FEET ALONG
THE WEST LINE OF SAID PARCEL B TO THE NORTHWEST CORNER THEREOF;
THENCE ALONG THE NORTH LINE OF SAID PARCEL B THE FOLLOWING
THREE COURSES:
THENCE SOUTH 89 degrees 54 feet 29 inches EAST 178.00 FEET;
THENCE SOUTH 44 degrees 54 feet 29 inches EAST 14.14 FEET;
THENCE SOUTH 89 degrees 54 feet 29 inches EAST 12.00 FEET TO THE EAST LINE
OF SAID PARCEL B AND SAID WEST MARGIN OF 108TH AVENUE N.E.;
THENCE SOUTH 00 degrees 05 feet 31 inches WEST 327.02 FEET ALONG SAID WEST
MARGIN TO THE TRUE POINT OF BEGINNING;
SITUATE IN ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇ OF WASHINGTON.
Exhibit I - Page 8
EXHIBIT J
Facade Signage
[See attached]
Exhibit J