HomeMy WebLinkAboutCUP Lease with Parking:r¡çÌlitFrk --"MULTI-TENANTLEASE AGREEMENTSOUTH LIND SQUARE, LLC, as Landlord,andBLUEPEARL WASHINGTON, LLC' as Tenant.SOUTHLIND SQUARERENTON, WASHINGTON
ARTICLE 11.11.2ARTICLE 2TABLE OF CONTENTSLEASE OF PREMISES AND LEASE T8RM.........Premises.....Term, Delivery and Commencement1.2.1 Commencement and Expiration of Term1.2.2 Tender of Possession1.2.3 CommencementDateMemorandum1.2.4 Option to Extend.Additional RentJDelinquent Rental Payments.J)2222222.1Itt12.4ARTICLE 3 OPERATING EXPENSES........... ..............3Payment of Operating Expenses3Estimation of Tenant's Share of Operating ExpensesJFayinent of Estimated Tenant's Share of Operating ExpensesJRe-Estimation of Operating Expenses3.13.23.33.43.53.65. I3.83.93.14.t4.24.34.44.55.15.25.35.45.55.OJConfirmation of Tenant's Share of Operating ExpensesTenant's Inspection and Audit RightsLandlord's Right to Contest Property Taxes .,Adjustment for Variable Operating Expenses0 Additional Operating ExpensesAcceptance of PremisesLawsÆroperty RulesCommon AreaHAZARDOUS MATERIALS.............Compliance with Hazardous Materials Laws........Notice of ActionsDisclosure and Warning Obligations44444ARTICLE 4ARTICLE 5ARTICLE 66.16.26.3ARTICLE 77.17-2ARTICLE 88.18.28.38-48.5ARTICLE 99.19.29.3ARTICLE 10l0.t10.2Increased Insurance....555555666666667777717788889999999Hazardous Materials Representation by LandlordEnvironmental Site AssessmentsUTILITIESTenant's Obligations.Other Provisions Relating to ServicesTenant DevicesMAINTENANCE AND REPAIR.....Landlord's Obligations.Tenant's Obligations.7.2.1 Maintenance of Premises7.2.2 Alterations Required by Laws......CHANGES AND ALTERATIONS..Landlord Approval....Tenant's Responsibility for Cost and Insurance .................Construction Obligations and Ownership ...............LiensIndemnification ..............Indemnification ..............RIGHTS RESERVED BY LANDLORD............Landlord's Entry ..........Control ofPropertyLock Box Agent/Rent Collection AgentINSURANCE AI\D CERTAIN WAIVERS AND INDEMNIFICATIONS ...............Tenant's Insurance Obligations.10.1.1 Liability Insurance .10.1.2 Property Insurance.10.1.3 Other Tenant's Insurance10.1.4 Miscellaneous Tenant's Insurance Provisions.10.1.5 Tenant's Failure to Insure10.1.6 No Limitation..................Landlord's Insurance Obligations.10.2.1 Propertylnsurance.10.2.2 Liabilitylnsurance.52258\0t 000\00298356.DOC.V3 STDt010l0l0l010l010
10.3 Waivers and Releases of Claims and Subrogation..............!0.3.1 By Tenant10.3.2 By Landlordl0l0llllllllt2t2t2t2t2t210.410.5ARTICLE 11r 1.1tl.211.3tr.411.5tt.6tt-7ARTICLE 12t2.t12.212.312.4Tenant's Indemnification of LandlordLimitation on IndemnitiesNot Tenantable Within 180 Days.Building Substantially Damaged .Insufficient Proceeds......Landlord's Repair Obligations.Rent Apportionment.....Exclusive Casualty RemedyTermination of LeaseLandlord's Repair ObligationsExclusive Taking RemedyTenantable Within 180 Days.....EMINENT DOMAIN ..........I2Tenant's Participation ......... 13t2l3l3ARTICLE 1313.1ARTICLE 1474.1Restriction on Transfers.General Prohibition.Transfers to Affiliates.Costs............DEFAULTS; REMEDIESEvents of Defaultl4.l.l Failure to Pay Rent.13.1.113.1.213.1.314.1.214.1.314.1.413l3l3t3t414-? Rernedies....t4t4t4l4t4t4t4t4t415l51515l5t6l614.314.414.514.617.217.317.4Failure to PerformMisrepresentation,Guaranty Default.,14.1.5 Other Defaults.t4.2.114.2.214.2.3CostsWaiver and Release by Tenant14.4.1 Landlord'sDefaultNo WaiverLandlord's RemediesCREDITORS; ESTOPPEL CERTIFICATES..........SubordinationAttornmentMortgagee Protection Clause.........Estoppel Certificates15.4.1 Contents......15.4.2 Failure to Deliver....TERMINATION OF LEASESurrender of PremisesHolding OverARTICLE 151s.115.215.3t5.4ARTICLE 1616.116.2Termination of Tenant's Possession; Re-entry and Reletting RightTermination of LeaseSelf HelpLandlord's Limited LiabilitySurvivalt6t6r6t6t6t6t7ARTICLE 17 ADDITIONALPROVISIONS...........17.1. Tenantlmprovementst7t7l7t7t7181818Security DepositParkingSignsARTICLE 18 INSOLV8NCY............... ......18ARTICLE 1919.t19.219.319.s19.619.7r9.819.919.1019.1119.1219.13t9.1419.15Notices........Transfer of Landlord's Interest....SuccessorsRelationship of Parties.....Entire Agreement; Amendmentt9t9t9r9t919t9t9202020202020SeverabilityAttorneyst Fees.............BrokersGoverning Law.............Time is of the Essence...................Joint and Several Liability......Tenant's Waiver........52258\01000\00298356.DOC.V3 STDt1
19.1619.1719.1819.1919.2019.2119.2219.2319.2419.25Tenant's and Guarantor's Organizational Documents; AuthorityProvisions are Covenants and Conditions ...........Force MajeureManagementFinancial Statements..Quiet Enjoyment............No Recording...................Nondisclosure of Lease TermsConstruction of Lease and TermsWaiver of Jury Trial.DEFINITIONSLEGAL DESCRIPTION OF LANDSITEPLANFLOORPLANCOMMENCEMENT DATE MEMORANDUMPROPERTYRULESINTENTIONALLY DELETEDTENANT IMPROVEMENTSFORM OF GUARANTY2020202t2t2t2l2t2l2lEXHIBITAÐG{IBITBEXHIBIT CÐC{IBITDEXHIBITEEXHIBITFEXHIBIT GEXHIBITHEXHIBIT I52258\01 000\00298356.DOC.V3 STDlll
MULTI-TENANT LEASE AGREEMENTThis Multi-tenant Lease Agreement is made and entered into as of the Effective Date by and betweenSOUTH LIND SQUARE, LLC, a V/ashington limited liability company, as Landlord, and BLUEPEARLWASHINGTON, LLC, a Florida limited liability company, as Tenant.DEFINITIONSCapitalized terms used in this Lease have the meanings ascribed to them on the attached Exhibit A.BASIC TERMSThe following Basic Terms are applied under and governed by the particular section(s) in this Leasepertaining to the following information:IPremises:Approximately 1,840 rentable square feet of office spacelocated in Building C of the Property at 4130 Lind Avenue,Renton, WA 98057. The Premises is depicted on Exhibit C(See Section 1.1)2. Lease Term:Fifty-six (56) Months (See Section 1.2)3. Delivery Date:December 1,20154.Basic Rent:PeriodMonthly Installments5.Initial Tenant's Share of OperatingExpenses Percentage:6. Rent Payment Address:7Address of Landlord for Notices:10. Guarantor(s)11. Security Deposit:IVith a copy to:8. Current Address of Tenant for Notices: The Premises9. Broker(s):92,146.67, plus NNN52,223.33, plus NNNS2,300.00, plus NNN52,376.67, plus NNN82,453.33, plus NNN3.3232% ofthe Building1.6185% of the PropertySouth Lind Square, LLCc/o Andover Management CompanyAtbr: Corey Barr415 Baker Boulevard, Suite 200Seattle, WA 98188South Lind Square, LLCc/o Andover Management CompanyAttn: Corey Barr415 Baker Boulevard, Suite 200Seattle, V/A 98188Jameson Babbitt Stites & Lombard, PLLCAttn: Sean Durbin801 SecondAvenue, Suite 1000seattle, v/A 98104(See Section l9.ll)Mike Hemphill and Jim Bisset of the Andover Company,Inc. represent the LandlordTenant is not represented by a brokerBlue Pearl Vet, LLC, a Florida limited liability companypursuant to Guaranty attached hereto as Exhibit I.53,227 .66, subject to Section 17 .2 belowt2/tlts -11/30116t2/t/16 -tt/30117t2/t/17 -tt/30/1812/Ulg -tt/30119t2/t/19 -713t/20152258\01 000\002983 56.DOC.V3 STD
12. Prepaid Rent:52,921.00, to be applied to the First Month's Basic Rent andAdditional Rent.ARTICLE 1LEASE OF PREMISES AND LEASE TERM1.1 Premises.In consideration of the mutual covenants this Lease describes, Landlord leases the Premises to Tenant andTenant leases the Premises from Landlord, upon and subject to the terms, covenants and conditions set forth in thisLease. Tenant may access the Premises on a twenty four, seven day per week basis. The rentable area of thePremises is the rentable area specified in the Basic Terms.1.2 Term, Delivery and Commencement.1.2.1 Commencement and Expiration of Term.The Term of this Lease is the period stated in the Basic Terms. The Term conìmences on theCommencement Date and, unless earlier terminated in accordance with the terms and conditions of this Lease,expires on the last day of the last calendar month of the Term; provided, however, that if the Commencement Date isa date other than the first day of a calendar month, the Term shall consist of the remainder of the calendar monthincluding and following the Commencement Date, plus said number of full calendar months. If this Lease isexecuted before the Premises become vacant or otherwise available or if any present tenant or occupant of thePremises holds over, and Landlord cannot acquire possession of the Premises in time to deliver them by theestimated Commencement Date, or if any required repairs (if any) are not substantially completed by Landlord priorto the scheduled Commencement Date, this Lease shall not be deemed void or voidable nor shall Landlord bedeemed to be in default hereunder, nor shall Landlord be liable for any loss or damage directly or indirectly arisingout of such delay. Tenant agrees to accept possession of the Premises at such time as Landlord is able to tender thesame, which date shall thenceforth be deemed the Commencement Date.1.2.2 Tender of Possession.Landlord will use commercially reasonable efforts to tender possession of the Premises to Tenanton or before the Delivery Date, subject to any extension of such date under Section 19.1 8. If Landlord is unable totender possession of the Premises to Tenant on or before the Delivery Date, this Lease remains in full force andeffect; provided, however, except to the extent the delay is caused by Tenant Delay, Landlord will appropriatelyadjust the Commencement Date and Rent Commencement Date.1.2.3 CommencementDateMemorandum.Within a reasonable time after the Commencement Date, Landlord will execute and deliver toTenant the Commencement Date Memorandum with all blanks relating to dates completed with dates Landlordderives in accordance with this Lease. Tenant, within l0 days after receipt from Landlord, will ex€cute and deliverto Landlord the Commencement Date Memorandum. Tenant's failure to execute and deliver to Landlord theCommencement Date Memorandum does not affect any obligation of Tenant under this Lease. If Tenant does nottimely execute and deliver to Landlord the Commencement Date Memorandum, Landlord and any prospectivepurchaser or encumbrancer may conclusively rely on the information contained in the Commencement DateMemorandum Landlord executed and delivered to Tenant.1.2.4 Option to Extend. The Lease Term shall automatically extend for one (1) period of five (5)years (the "Option Period"), on the terms and conditions set forth herein unless otherwise terminated by Tenant asprovided in Section l.2.4below. The words "Lease Term" or "Term," as used in this Lease, shall mean the term of thisLease as extended by Tenant pursuant to this Section.(a) Termination of Option. The Lease Term shall automatically extend unless Tenantnotifies Landlord in writing ("Tenant's Termination Notice") at least nine (9) and not more than twelve (12) monthsprior to the expiration of the Lease Term that it is terminating its Lease Option.(b) Continuing Effect. In the event Tenant does not terminate its Lease Option, thenall of the terms and conditions of this Lease shall apply during the Option Period, (except Tenant shall have no fi.rtherOptions), including but not limited to Tenant's obligation to pay Basic Rent, Operating Expenses and other charges andexpenses provided for in the Lease and provided, that (l) no rental concession, reduced or free Basic Rent, tenantimprovement allowance or other concession previously granted Tenant by Landlord shall be due or payable to Tenantduring or with respect to such Option Period; and Q) Basic Rent dwing the Option Period shall be determined inaccordance with the provisions of Paragraph (c) below.(c) Basic Rent During Option Period. In the event Tenant does not terminate itsOption as herein provided, the Basic Rent for the Option Period shall be as follows:Period6/U20 - sl3!216/v2t - 5l3t/226/t/22-st3v236/t/23 - 5/3U246/1/24 - 513U25$$/sq. ft.$16.s0$17.00$17.50$18.00s18.50Monthl)¡ InstallmentsS2,530.00, plus NNN92,606.67, plus NNN52,683.33, plus NNN52,760.00, plus NNN52,836.67, plus NNN252258\01000\00298356.DOC.V3 STD
ARTICLE 2RENTAL AND OTHER PAYMENTS2.1 Basic Rent.Tenant will pay Basic Rent in monthly installments to Landlord, in advance, without notice, setoff ordeduction, commencing on the Rent Commencement Date and continuing on the first day of each and everycalendar month after the Rent Commencement Date during the Term. Tenant will make all Basic Rent payments toLandlord at the address specified in the Basic Terms or at such other place or in such other mamer as Landlord mayfrom time to time designate in writing. Tenant will make all Basic Rent payments without Landlord's previousdemand, invoice or notice for payment. Landlord and Tenant will prorate, on a per diem basis, Basic Rent for anypartial month within the Term.2.2 Additional Rent.Article 3 of this Lease requires Tenant to pay certain Additional Rent pursuant to estimates Landlorddelivers to Tenant. Tenant will make all payments of estimated Additional Rent in accordance with Sections 3.3 and3.4 without deduction or offset and without Landlord's previous demand, invoice or notice for payment. Except asspecifically set forth in this Lease, Tenant will pay all other Additional Rent described in this Lease that is notestimated under Sections 3.3 and 3.4 within 10 days after receiving Landlord's invoice for such Additional Rent.Tenant wiii make all Additional Rent payments without any right of setoff or deduction, to the same location and,except as described in the previous sentence, in the same marìner as Tenant's Basic Rent payments.2.3 Delinquent Rental Payments.If Tenant does not pay any installment of Basic Rent, Additional Rent or any other payrnent due under thisLease within three days after the date the payment is due, Tenant will pay Landlord an additional amount equal tothe greater of (a) interest on the delinquent payment calculated at the Maximum Rate from the date when thepa)¡rnent is due through the date the payment is made, or (b) a late payment charge equal to 5%o of the amount of thedelinquentpayment. Landlord's rightto such compensation forthe delinquency is in additionto all of Landlord'srights and remedies under this Lease, at law or in equity.2.4 Independent Obligations.Notwithstanding any contrary term or provision of this Lease, Tenant's covenant and obligation to payRent is independent from any of Landlord's covenants, obligations, warranties or representations in this Lease.Tenant will pay Rent without any right of offset or deduction.ARTICLE 3OPERATING EXPENSES3.1 Payment of Operating Expenses.Tenant will pay, as Additional Rent and in the manner this Article 3 describes, Tenant's Share of OperatingExpenses due and payable for each and every calendar year of the Term. La¡rdlord will prorate Tenant's Share ofOperating Expenses during the calendar year in which the Lease commences or terminates as of the CommencementDate or termination date, as applicable, on a per diem basis based on the number of days of the Term within suchcalendar year.3.2 Estimation of Tenant's Share of Operating Expenses.Landlord will deliver to Tenant a written estimate of the following for each calendar year of the Term: (a)Operating Expenses, (b) Tenant's Share of Operating Expenses Percentage and (c) the annual and monthlyAdditional Rent attributable to Tenant's Share of Operating Expenses.3.3 Payment of Estimated Tenant's Share of Operating Expenses.Tenant will pay the amount Landlord estimates as Tenant's Share of Operating Expenses under Section 3 .2for each and every calendar year of the Term in equal monthly installments, in advance, commencing on the RentCommencement Date and continuing on the first day of each and every month during the Term. If Landlord has notdelivered the estimates to Tenant by the frst day of January of the applicable calendar year, Tenant will continuepaying Tenant's Share of Operating Expenses based on Landlord's estimates for the previous calendar year. WhenTenant receives Landlord's estimates for the curent calendar year, Tenant will pay the estimated amount (lessamounts Tenant paid to Landlord in accordance with the immediately preceding sentence) in equal monthlyinstallments over the balance of such calendar year, with the number of installments being equal to the number offull calendar months remaining in such calendar year.3.4 Re-Estimation of Operating Expenses.Landlord may re-estimate Operating Expenses from time to time during the Term. In such event, Landlordwill re-estimate the monthly Additional Rent atlributable to Tenant's Share of Operating Expenses to an amountsufficient for Tenant to pay the re-estimated monthly amount over the balance of the calendar year. Landlord willJ522s8\0r 000\002983s6.DOC.V3 STD
nodry Tenant of the re-estimate and Tenant will pay the re-estimated amount in the manner provided in the lastsentence of Section 3.3.3.5 Confirmation of Tenant's Share of Operating Expenses.After the end of each calendar year within the Term, Landlord will determine the actual amount ofOperating Expenses and Tenant's Share ofOperating Expenses for the expired calendar year and deliver to Tenant awritten statement of such amounts. If Tenant paid less than the actual amount of Tenant's Share of OperatingExpenses specified in the statement, Tenant will pay the difference to Landlord as Additional Rent in the mamerSection 2.2 describes. If Tenant paid more than the actual amount of Tenant's Share of Operating Expensesspecified in the statement, Landlord, at Landlord's option, will either (a) refirnd the excess amount to Tenant, or (b)credit the excess amount against Tenant's next due monthly installment or installments of estimated AdditionalRent. If Landlord is delayed in delivering such statement to Tenant, such delay does not constitute Landlord'swaiver of Landlord's rights under this section.3.6 Tenant's Inspection and Audit Rights.If (a) no Event of Default exists under this Lease, (b) Tenant disputes Landlord's determination of theactual amount of Operating Expenses or Tenant's Share of Operating Expenses for a calendar year and (c) Tenantdelivers to Landlord written notice of the dispute within 30 days after Landlord's delivery of the statement of suchamount under Section 3.5, Tenant (but not any subtenant or assignee), at its sole cost and expense, upon priorwritten notice and during regular business hours at a time and place reasonably acceptable to Landlord (which maybe the location where Landlord or Properfy Manager maintains the applicable records), may cause a certified publicaccountant reasonably acceptable to Landlord to audit Landlord's records relating to the disputed amounts andproduce a report detailing the results of the audit. In no event will the party auditing the books (or that parly'semployer or principal) directly or indirectly base the compensation or fees for such audit work upon a percentage ofthe savings found or the return due the Tenant by reason of that audit. Tenant's objection to Landlord'sdetermination of Operating Expenses or Tenant's Share of Operating Expenses is deemed withdrawn unless Tenantcompletes a copy of the audit report within 60 days after the date Tenant delivers its dispute notice to Landlordunder this section. If the audit report shows that the amount Landlord charged Tenant for Tenant's Share ofOperating Expenses was greater than the amount this Article 3 obligates Tenant to pay, then, unless Landlordreasonably contests the results the audit report describes, Landlord will refund the excess amount to Tenant, togetherwith interest on the excess amount at the Maximum Rate (computed from the date Tenant delivers its dispute noticeto Landlord) within l0 days after Landlord receives a copy of the audit report. If the audit report shows that theamount T,andlord charged Tenant for Tenant's Share of Operating Expenses was less than the amount this Article 3obligates Tenant to pay, Tenant, within l0 days after receiving the audit report, will pay to Landlord, as AdditionalRent, the difference between the amount Tenant paid and the amount stated in the audit report. Pending resolution ofany audit under this section, Tenant will continue to pay to Landlord the estimated amounts of Tenant's Share ofOperating Expenses in accordance with Sections 3.3 and 3.4. Tenant will keep all information it obtains in any auditstrictly confidential and may only use such information for the limited purpose this section describes and forTenant's own account.3.7 Personal Property Taxes.Tenant, prior to delinquency, will pay all taxes charged against Tenant's trade fixtures and other personalproperty. Tenant will use all reasonable efforts to have such trade fixtures and other personal property taxedseparately from the Property. If any of Tenant's trade fixtures and other personal properly are taxed with thePropefty, Tenant will pay the taxes attributable to Tenant's trade fixtures and other personal properqy to Landlord asAdditional Rent.3.8 Landlord's Right to Contest Property Taxes.Tenant may not contest Property Taxes. Landlord is not obligated to but may contest the amount orvalidity, in whole or in part, of any Property Taxes. Landlord's contest will be at Landlord's sole cost and expense,except that if Property Taxes are reduced (or if a proposed increase is avoided or reduced) because of Landlord'scontest, Landlord may include in its computation of Properly Taxes the costs and expenses Landlord incurred inconnection with the contest, including, but not limited to, reasonable attorney's fees, up to the amount of anyProperty Tax reduction Landlord realized from the contest or any Properly Tax increase avoided or reduced inconnection with the contest, as the case may be.3.9 Adjustment for Variable Operating Expenses.Notwithstanding any contrary language in this Article 3, if all of the rentable area of the Building is notoccupied at all times during any calendar year pursuant to leases under which the terms have commenced for suchcalendar year, Landlord will reasonably and equitably adjust its computation of Operating Expenses for thatcalendar y,ear tQ r:bligate Tenant to pay all components of Operating Expenses that vary based on occupancy (e.g.,utilities that are not separately metered) in an amount equal to Landlord's reasonable estimate of the amount Tenantwould have paid for such components of Operating Expenses had all of the rentable area of the Building beenoccupied at all times during such calendar year pursuant to leases under which the terms have commenced for suchcalendar year. Landlord will also equitably adjust Operating Expenses to account for any Operating Expense anytenant of the Building pays directly to a service provider. Property Taxes will not be adjusted pursuant to thisSection 3.9.3.10 AdditionalOperatingExpenses.52258\01000\00298356.DOC.V3 STD4
In the event that Tenant's occupancy or use ofthe Premises causes the Landlord to incur security expensesor any other additional expenses at the Property as reasonably determined by Landlord, Tenant shall be liable toLandlord for 100% of such Additional Operating Expenses as Additional Rent under the terms of this Lease.ARTICLE 4USE4.1 Permitted Use.Tenant will not use the Premises for any purpose other than general office, administration, client servicesand pet care in connection with a veterinary business consistent with the character of a fTrst class office building.Tenant will not use the Properly or knowingly permit the Premises to be used in violation of any Laws or in anymanner that would (a) violate any Certificate of Occupancy affecting the Property; (b) make void or voidable anyinsurance now or after the Effective Date in force with respect to the Property; (c) cause injury or damage to theProperty or to the person or property of any other tenant on the Prope(y; (d) cause substantial diminution in thevalue or usefulness ofall or any part ofthe Prope4y (reasonable wear and tear excepted); or (e) constitute a publicor private nuisançe or waste. Tenant will obtain and maintain, at Tenant's sole cost and expense, all permits andapprovals required under the Laws for Tenant's use of the Premises.4.2 Acceptance of Premises.Tenant acknowledges that neither Landlord nor any agent, contractor or employee of Landlord has madeany representation or warranty of any kind with respect to the Premises, the Building or the Property, specificallyincluding, but not limited to, any representation or warranty of suitability or fitness of the Premises, Building or theProperty for any particular purpose. Tenant's occupancy of the Premises establishes Tenant's acceptance of thePremises, the Building and the Property in an "AS IS - WHERE IS" condition.4.3 Increased Insurance.Tenant will not do on the Proper(y or permit to be done on the Premises anything that will (a) increase thepremium of any insurance policy Landlord carries covering the Premises or the Property; (b) cause a cancellation ofor be in conflict with any such insurance policy; (c) result in any insurance company's refusal to issue or continueany such insurance in amounts satisfactory to Landlord; or (d) subject Landlord to any liability or responsibility forrnjury to any person or property by reason ofTenant's operations in the Premises or use ofthe Property. Tenant, atTenant's sole cost and expense, will comply with all rules, orders, regulations and requirements of insurers and ofthe American Insurance Association or any other organization performing a similar function. Tenant will reimburseLandlord, as Additional Rent, for any additional premium charges for such policy or policies resulting fromTenant's failure to comply with the provisions of this section.4.4 Laws/Property Rules.This Lease is subject and subordinate to all Laws. A copy of the current Building Rules is attached to thisLease as EXHIBIT "F." Landlord may amend the Building Rules from time to time in Landlord's reasonablediscretion.4.5 Common Area.Landlord grants Tenant the non-exclusive right, together with all other occupants of the Buildings and theiragents, employees and invitees, to use the Common Area during the Term, subject to all Laws. Landlord, atLandlord's sole and exclusive discretion, may make changes to the Common Area. Landlord's rights regarding theCommon Area include, but are not limited to, the right to (a) restrain unauthorized persons from using the CommonArea; (b) place permanent or temporary kiosks, displays, carts or stands in the Common Area and lease the same totenants; (c) temporarily close any portion of the Common Area (i) for repairs, improvements or Alterations, (ii) todiscourage unauthorized use, (iii) to prevent dedication or prescriptive rights, or (iv) for any other reason Landlorddeems sufficient in Landlord's judgment; (d) change the shape and size of the Common Area; (e) add, eliminate orchange the location of any improvements located in the Common Area and construct buildings or other structwes inthe Common Area; and (f) impose and revise Properfy Rules concerning use of the Common Area, including, butnot limited to, any parking facilities comprising a portion of the Common Area.ARTICLE 5HAZARDOUS MATERIALS5.1 Compliance with Hazardous Materials Laws.Tenant will not cause any Hazardous Material to be brought upon, kept or used on the Property in a manneror for a purpose prohibited by or that could result in liability under any Hazardous Materials Law. Tenant, at its solecost and expense, will comply with all Hazardous Materials Laws and prudent industry practice relating to thepresence, treatment, storage, transportation, disposal, release or management of Hazardous Materials in, on, under orabout the Property that Tenant brings upon, keeps or uses on the Properly and will notiff Landlord of any and allHazardous Materials Tenant brings upon, keeps or uses on the Properly (other than small quantities of cleaning orother/industrial supplies as are customarily used by a tenant in the ordinary course in a general office facility). Onor before the expiration or earlier termination of this Lease, Tenant, at its sole cost and expense, will completelyremove from the Property (regardless whether any Hazardous Materials Law requires removal), in compliance withall Hazardous Materials Laws, all Hazardous Materials Tenant causes to be present in, on, under or about the552258\0r000\002983s6.DOC.V3 STD
Property. Tenant will not take any remedial action in response to the presence of any Hazardous Materials in, on,under or about the Propefty, nor enter into any settlement agreement, consent decree or other compromise withrespect to any Claims relating to or in any way comected with Hazardous Materials in, on, under or about theProperty, without first notifying Landlord of Tenant's intention to do so and affording Landlord reasonableopporhrnity to investigate, appear, intervene and otherwise assert and protect Landlord's interest in the Property.5.2 Notice of Actions.Tenant will noti! Landlord of any of the following actions affecting Landlord, Tenant or the Property thatresult from or in any way relate to Tenant's use of the Property immediately after receiving notice of the same: (a)any enforcement, clean-up, removal or other governmental or regulatory action instituted, completed or threatenedunder any Hazardous Materials Law; (b) any Claim made or threatened by any person relating to damage,contribution, liability, cost recovery, compensation, loss or injury resulting from or claimed to result from anyHazardous Material; and (c) any reports made by any person, including Tenant, to any environmental agencyrelating to any Hazardous Material, including any complaints, notices, warnings or asserted violations. Tenant willalso deliver to Landlord, as promptly as possible and in any event within five Business Days after Tenant firstreceives or sends the same, copies of all Claims, reports, complaints, notices, warnings or asserted violations relatingin any way to the Premises or Tenant's use of the Premises. Upon Landlord's written request, Tenant will promptlydeliver to Landlord documentation acceptable to Landlord reflecting the legal and proper disposal ofall HazardousMaterials removed or to be removed from the Premises. All such documentation will list Tenant or its agent as aresponsible party and will not attribute responsibilþ for any such Hazardous Materials to Landlord or PropertyManager.5.3 Disclosure and Warning Obligations.Tenant acknowledges and agrees that all reporting and warning obligations required under HazardousMaterials Laws resulting from or in any way relating to Tenant's use of the Premises or Property are Tenant's soleresponsibility, regardless whether the Hazardous Materials Laws permit or require Landlord to report or warn.5.4 Indemnification.Tenant releases and will indemni$r, defend (with counsel reasonably acceptable to Landlord), protect andhold harmless the Landlord Parties from and against any and all Claims whatsoever arising or resulting, in whole orin part, directly or indirectly, from the presence, treatment, storage, transportation, disposal, release or managementof Hazardous Materials in, on, under, upon or from the Property (including water tables and atmosphere) that Tenantbrings upon, keeps or uses on the Premises or the Property. Tenant's obligations under this section include, withoutlimitation and whether foreseeable or unforeseeable, (a) the costs of any required or necessary repair, clean-up,detoxification or decontamination of the Properfy; (b) the costs of implementing any closure, remediation or otherrequired action in connection therewith as stated above; (c) the value of any loss of use and any diminution in valueof the Property and (d) consultants' fees, experts' fees and response costs. The Tenant's obligations rurder thissection survive the expiration or earlier termination of this Lease.5.5 Hazardous Materials Representation by Landlord.Landlord represents to Tenant that, to its actual knowledge, and except as previously disclosed to Tenant,Landlord has not caused the generation, storage or release of Hazardous Materials upon the Premises, except inaccordance with Hazardous Materials Laws and prudent industry practices regarding construction of the Premises.5.6 EnvironmentalSiteAssessments.Upon request by Landlord during the term of this Lease, prior to the exercise of any Renewal Term and/orprior to vacating the Premises, Tenant will obtain and submit to Landlord an environmental site assessment from anenvironmental consulting company reasonably acceptable to Landlord and Tenalt, which assessment will evidenceTenant's compliance with this Section 5.ARTICLE 6UTILITIES6.1 Tenant's Obligations.Tenant is solely responsible for paying directly to the applicable utility companies, prior to delinquency, allseparately metered or separately charged utilities, if any, to the Premises or to Tenant. Such separately metered orcharged amounts are not Operating Expenses. Except as provided in Section 6.1, Tenant will also obtain and pay forall other utilities and services Tenant requires with respect to the Premises (including, but not limited to, hook-upand connection charges).6.2 Other Provisions Relating to Services.No intemtption in, or temporary stoppage of, any of the services this Article 6 describes is to be deemed aneviction or disturbance of Tenant's use and possession of the Premises, nor does any intemrption or stoppage relieveTenant from any obligation this Lease describes, render Landlord liable for damages or entitle Tenant to any Rentabatement. Landlord is not required to provide any heat, air conditioning, electricity or other service in excess of thatpermitted by voluntary or involuntary governmental guidelines or other Laws. Landlord has the exclusive right anddiscretion to select the provider of any utility or service to the Property and to determine whether the Premises or652258\01000\00298356.DOC V3 STD
ary other portion of the Properfy may or will be separately metered or separately supplied. Notwithstanding anycontrary language in this Lease, Tenant may not obtain utility services directly from any supplier other than thesupplier Landlord selects. Landlord reserves the right, from time to time, to make reasonable and non-discriminatory modifications to the above standards for utilities and services.6.3 Tenant Devices.Tenant will not, without Landlord's prior written consent, use any apparatus or device in or about thePremises that causes substantial noise, odor or vibration. Tenant will not connect any apparatus or device toelectrical current or water except through the electrical and water outlets Landlord installs in the Premises.ARTICLE 7MAINTENANCE AI{D REPAIR7.1 Landlord'sObligations.Except as otherwise provided in this Lease, Landlord will repair and maintain the following in good order,condition and repair, ordinary wear and tear excepted: (a) the foundations, exterior walls, structural systems and roofof the Building; (b) the utility systems, facilities and components located in the Properly but outside the exteriorwalls of the Premises and used in common by all tenants of the Building; (c) Common Area (subject to all otherterms and conditions of this Lease relating to Common Area); and (d) exterior wall surfaces adjacent to CommonArea. Neither Basic Rent nor Additional Rent will be reduced, nor will Landlord be liable, for loss or injury to orinterference with Tenant's property, profits or business arising from or in connection with Landlord's performance ofits obligations under this section.7.2 Tenant'sObligations.7.2.1 Maintenance of Premises.Except as otherwise specifically provided in this Lease, Landlord is not required to furnish anyservices or facilities, or to make any repairs or Alterations, in, about or to the Premises or the Properfy. Except asspecifically described in Section 7.1 and Articles I I and 12, Tenant assumes the fulI and sole responsibilþ for thecondition, operation, repair, replacement, maintenance and management of the Premises. Except as specificallydescribed in Section 7.1 and Articles 11 and l2,Tenant, at Tenant's sole cost and expense, will keep and maintainthe Premises (including, but not limited to, all non-structural interior portions, systems and equipment; interiorsurfaces of exterior walls; interior moldings, partitions and ceilings; all exterior and interior windows, glass, doors,door closers, and all loading docks and related equipment contiguous to the Premises) in good order, condition andrepair, reasonable wear and tear and damage from insured casualties excepted. Tenant will also maintain, repair andreplace all utility lines serving the Premises, including those beneath the slab and within the exterior or demisingwalls of the Premises and maintain and repair the mechanical systems (including HVAC) serving the Premises and;keep all mechanical apparatus free of vibration and noise which may be transmitted beyond the Premises; maintain acontract with a iicensed and bonded mechanical contractor reasonably accepted to Landlord for the repair andmaintenance of the HVAC equipment serving the Premises in accordance of the recommendations of manufacturersand suppliers; and keep the Premises in a neat and sanitary condition and will not commit any nuisance or waste in,on or about the Premises or the Properly. If Tenant damages or injures the Common Area or any part of theProperty other than the Premises, Landlord will repair the damage and Tenant will pay Landlord for all uninsuredcosts and expenses of Landlord in connection with the repair as Additional Rent. Tenant is solely responsible forand, to the fullest extent allowable under the Laws, releases and will indemni$, protect and defend Landlord against(with counsel reasonably acceptable to Landlord) and hold Landlord harmless from, the cost of repairing, and anyClaims resulting from, any penetrations or perforations of the roof or exterior walls or floors of the Building Tenantcauses. Tenant will maintain the Premises in a first-class and fully operative condition. Tenant's repairs will be atleast equal in quality and workmanship to the original work and Tenant will make the repairs and performmaintenance in accordance with all Laws.7.2.2 Alterations Required by Laws.If any governmental authority requires any Alteration to the Building or the Premises as a result ofTenant's particular use of the Premises or as a result of any Alteration to the Premises made by or on behalf ofTenant, or if Tenant's particular use of the Premises subjects Landlord or the Property to any obligation under anyLaws, Tenant will pay the cost of all such Alterations or the cost of compliance, as the case may be. If any suchAlterations are Structural Alterations, Landlord will make the Structural Alterations; provided, however, thatLandlord may require Tenant to deposit with Landlord an amount sufficient to pay the cost of the StructuralAlterations (including, without limitation, reasonable overhead and administrative costs). If the Alterations are notStructural Alterations, Tenant will make the Alterations at Tenant's sole cost and expense in accordance withArticle 8.ARTICLE 8CHANGES AND ALTERATIONS8.1 Landlord Approval.Tenant will rrot make any Structural Alterations to the Premises or any Alterations to the Common Area.Tenant will not make any other Alterations without Landlord's prior written consent, which consent Landlord will7s2258\0r000\00298356.DOC.V3 STD
not uffeasonably witiùold or delay; provided, however, that Landlord may require, as a condition of its consent, thatTenant remove the Alterations at the end of the Term and repair all damage caused by such removal. Landlord mayalso otherwise condition its consent in its reasonable discretion. Along with any request for Landlord's consent,Tenant will deliver to Landlord plans and specifications for the Alterations and names and addresses of allprospective contractors for the Alterations. If Landlord approves the proposed Alterations, Tenant, before deliveringor accepting delivery of any materials to be used in connection with the Alterations, will deliver to Landlord forLandlord's reasonable approval copies of all contracts, proof of insurance required by Section 8.2, copies of anycontractor safety programs, copies of all necessary permits and licenses and such other information relating to theAlterations as Landlord reasonably requests. Tenant will not conìmence the Alterations before obtaining Landlord'sapproval of the foregoing. Landlord's approval of plans and specifications for any Alterations will not be construedto constitute a representation or warranty by Landlord as to compliance with applicable Laws, as to the structural,engineering or other design of the Premises or the Property or as to the qualþ or fitness of any materials used.Landlord's approval of plans and specifications for any Alterations will not be construed to constitute arepresentation or warranty by Landlord as to compliance with applicable Laws, as to the structural, engineering orother design of the Premises or the Property or as to the quality or fitness of any materials used. Tenant willconstruct all approved Alterations or cause all approved Alterations to be constructed (a) promptly by a contractorLandlord approves in writing in Landlord's sole discretion, (b) in a good and workmanlike manner, (c) incompliance with all Laws, (d) in accordance with all orders, rules and regulations of the Board of Fire Underwritershaving jurisdiction over the Premises and any other body exercising similar functions, (e) during times that La¡dlordreasonably determines in order to minimize interference with other tenants' use and enjoyment of the Property, and(Ð in full compliance with all of Landlord's rules and regulations applicable to third parry contractors,subcontractors and suppliers performing work at the Property.8.2 Tenant's Responsibility for Cost and Insurance.Tenant will pay the cost and expense of all Alterations, including, without limitation, a reasonable chargefor Landlord's review, inspection and engineering time, and for any painting, restoring or repairing of the Premisesor the Building the Alterations occasion. Prior to commencing the Alterations, Tenant will deliver the following toLandlord in form and amount reasonably satisfactory to Landlord: (a) demolition (if applicable) and paynent andperformance bonds, (b) builder's all risk insurance in an amount at least equal to the value of the Alterations, (c)evidence that Tenant has in force commercial general liabilþ insurance insuring against construction related risks,at least in the form, amounts and coverages of Tenant under Article l0 and (d) copies of all applicable contracts andof all necessary permits and licenses. The insurance policies described in clauses (b) and (c) of this section mustname Landlord, Landlord's lender (if any) and Property Manager as additional insureds.8.3 Construction Obligations and Ownership.Landlord may inspect construction of the Alterations. Immediately after completing the Alterations,Tenant will furnish Landlord with contractor affidavits, full and final lien waivers and receipted bills covering alllabor and materials expended and used in connection with the Alterations. Tenant will remove any AlterationsTenant constructs in violation of this Article 8 within 10 days after Landlord's written request and in any event priorto the expiration or earlier termination of this Lease. All Alterations Tenant makes or installs (including alltelephone, computer and other wiring and cabling located within the walls of and outside the Premises, butexcluding Tenant's movable trade fixtures, furniture and equipment) become the property of Landlord and a part ofthe Building immediately upon installation and, unless Landlord requires Tenant to remove the Alterations andrepair any damage caused by such removal by notifying Tenant at the time Landlord consents to the Alterations,,Tenant will surrender the Alterations to Landlord upon the expiration or earlier termination of this Lease at no costto Landlord.8.4 Liens.Tenant will keep the Properly free from any mechanics', materialmen's, designers' or other liens arising outof any work performed, materials furnished or obligations incurred by or for Tenant or any person or entity claimingby, through or under Tenant. Tenant will notiff Landlord in writing 30 days prior to commencing any Alterations inorder to provide Landlord the opportunity to record and post notices ofnon-responsibilþ or such other protectivenotices avaiiable to Landlord under the Laws. If aay such liens are filed and Tenant, within 15 days after such filing,does not release the same of record or provide Landlord with a bond or other security satisfactory to Landlordprotecting Landlord and the Property against such liens, Landlord may, without waiving its rights and remediesbased upon such breach by Tenant and without releasing Tenant from any obligation under this Lease, cause suchliens to be released by any means Landlord deems proper, including, but not limited to, paying the claim giving riseto the lien or posting secrnity to cause the discharge of the lien. In such event, Tenant will reimburse Landlord, asAdditional Rent, for all amounts Landlord pays (including, without limitation, reasonable attorneys' fees and costs).8.5 Indemnification.To the fullest extent allowable under the Laws, Tenant releases and will indemniff, protect, defend (withcounsel reasonably acceptable to Landlord) and hold harmless the Landlord Parties and the Properly from andagainst any Claims in any manner relating to or arising out of any Alterations or any other work performed,materials furnished or obligations incurred by or for Tenant or any person or entity claiming by, through or underTenant.852258\01000\00298356.DOC.V3 STD
ARTICLE 9RIGHTS RESERVED BY LANDLORI)9.1 Landlord's Entry.Landlord and its authorized representatives may at all reasonable times and upon reasonable notice toTenant enter the Prernises to: (a) inspect the Premises; (b) show the Premises to prospective purchasers andMortgagees; (c) show the Premises to prospective tenants (but only during the last 12 months of the Term or at anytime following an Event of Default(d) post notices of non-responsibility or other protective notices available underthe Laws; or (e) exercise and perform Landlord's rights and obligations under this Lease. Landlord, in the event ofany emergency, may enter the Premises without notice to Tenant. Landlord's entry into the Premises is not to beconstrued as a forcible or unlawful entry into, or detainer of, the Premises or as an eviction of Tenant from all or anypart of the Premises. Tenant will also permit Landlord (or its designees) to erect, install, use, maintain, replace andrepair pipes, cables, conduits, plumbing and vents, and telephone, electric and other wires or other items, in, to andthrough the Premises if Landlord determines that such activities are necessary or appropriate for properly operatingand maintaining the Building.9.2 Control of Property.Landlord reserves all rights respecting the Property and Premises not specifically granted to Tenant underthis Lease, including, without limitation, the right to: (a) change the name of the Building; (b) designate and approveall types of signs, window coverings, internal lighting and other aspects of the Premises and its contents that may bevisible from the exterior of the Premises; (c) grant any pafi the exclusive right to conduct any business or renderany service in the Building, provided such exclusive right to conduct any business or render any service in theBuilding does not prohibit Tenant from any permitted use for which Tenant is then using the Premises; (d) installand maintain pipes, ducts, conduits, wires and structural elements in the Premises that serve other parts or othertenants of the Building; and (e) retain and receive master keys or pass keys to the Premises and all doors in thePremises. Notwithstanding the foregoing, or the provision of any security-related services by Landlord, Landlord isnot responsible for the security of persons or property on the Property and Landlord is not and will not be liable inany way whatsoever for any breach of security not solely and directly caused by the willful misconduct of Landlord,its agents or employees.9.3 Lock Box Agent/Rent Collection Agent.Landlord, from time to time, may designate a lock box collection agent or other person to collect Rent. Insuch event, Tenant's payment of Rent to the lock box collection agent or other person is deemed to have been made(a) as of the date the lock box collection agent or other person receives Tenant's palment (if the payment is notdishonoreo for any reason); or (b) ifTenant's payment is dishonored for any reason, the date Landlord or Landlord'sagent collects the payrnent. Neither Tenant's payment of any amount of Rent to the lock box collection agent orother person nor Landlord's or Landlord's agent's collection of such amount if the payment is dishonoredconstitutes Landlord's waiver of any default by Tenant in the performance of Tenant's obligations under this Leaseor Landlord's waiver of any of Landlord's rights or remedies under this Lease. If Tenant pays any amount to thelock box collection agent or other person other than the actual amount due Landlord, then Landlord's or Landlord'sagent's receipt or collection of such amount does not constitute an accord and satisfaction, Landlord is notprejudiced in collecting the proper amount due Landlord (or in pursuing any rights or remedies available under thisLease, at law or in equity, as a result of Tenant's failure to pay the full amount when due) and Landlord may retainthe proceeds of any such palment, whether restrictively endorsed or otherwise, and apply the same toward amouritsdue and payable by Tenant under this Lease.ARTICLE 10INSURANCE AND CERTAIN \ilAIVERS AND INDEMNIFICATIONS10.1 Tenant'slnsuranceObligations.Tenant, at all times during the Term and during any early occupancy period, at Tenant's sole cost andexpense, will maintain the insurance this Section l0.l describes.10.1.1 Liabilitylnsurance.Commercial general liability insurance (providing coverage at least as broad as the current ISOform) with respect to the Premises and Tenant's activities in the Premises and upon and about the Property, on an"occurrenca" basis, with single limit coverage of $3,000,000. Such insurance must include specific coverageprovisions or endorsements (a) for broad form contractual liability insurance insuring Tenant's obligations underthis Lease; (b) naming Landlord and Property Manager as additional insureds by an "Additional Insured - Managersor Lessors of Premises" endorsement (or equivalent coverage or endorsement); (c) waiving the insurer's subrogationrights against all Landlord Parties; (d) providing Landlord with at least 30 days prior notice of modification,cancellation, non-renewal or expiration; (e) expressly stating that Tenant's insurance will be provided on a primaryand non-contributory basis; (f) providing that the insurer has a duty to defend all insureds under the policy(including additional insureds), and that defense costs are paid in addition to and do not replete the policy limits; and(g) employer's liability and Washington stop-gap coverage. If Tenant provides such liability insurance under ablanket policy, the insurance must be made specifically applicable to the Premises and this Lease on a "per location"basis.952258\01000\00298356.DOC.V3 STD
10.1.2 Propertyfnsurance.At Tenant's option, properly insurance on Tenant's trade fixtures and other personal propeftywithin the Premises and business income insurance covering loss of income from Tenant's business in the Premises.10.1.3 Other Tenant's Insurance.Such other insurance as may be required by any Laws from time to time or may reasonably berequired by Landlord from time to time. If insurance obligations generally required of tenants in similar space insimilar office buildings in the area in which the Premises is located increase or otherwise change, Landlord maycorrespondingly increase or otherwise change Tenant's insurance obligations under this Lease.10.1.4 Miscellaneous Tenant's Insurance Provisions.All of Tenant's insurance will be written by companies rated at least A-VII by A.M. BestInsurance Service in the most current Best's Key Rating Guide and otherwise reasonably satisfactory to Landlord.Tenant will deliver a certified copy ofeach policy, or other evidence ofinsurance satisfactory to Landlord, (a) on orbefore the Commencement Date (and prior to any earlier occupancy by Tenant), (b) not later than 30 days prior tothe expiration of any current policy or certificate, and (c) at such other times as Landlord may reasonably request. IfLandlord ailows Tenant to provide evidence of insurance by certificate, Tenant will deliver an ACORD Form27 (orequivalent) certificate and will attach or cause to be attached to the certificate copies of the endorsements thisSection 10.1 requires (including specifically, but without limitation, the "additional insured" endorsement).Tenant's insurance must permit waiver of subrogation as provided in Section 10.1.5.10.1.5 Tenant's Failure to Insure.Notwithstanding any contrary language in this Lease and any notice and cure rights this Leaseprovides Tenant, if Tenant fails to provide Landlord with evidence of insurance as required under Section 10.1.4,Landlord may assume that Tenant is not maintaining the insurance Section 10.1 requires Tenant to maintain andLandlord may, but is not obligated to, without further demand upon Tenant or notice to Tenant and without givingTenant any cure right or waiving or releasing Tenant from any obligation contained in this Lease, obtain suchinsurance for Landlord's benefit. In such event, Tenant will pay to Landlord, as Additional Rent, all costs andexpenses Landlord incurs obtaining such insurance. Landlord's exercise of its rights under this section does notrelieve Tenant from any default under this Lease.10.1.6 No Limitation.Landlord's establishment of minimum insurance requirements is not a representation by Landlordthat such limits are sufficient and does not limit Tenant's liability under this Lease in any manner.10.2 Landlord'slnsuranceObligations.Landlord will (except for the optional coverages and endorsements Section 10.2.1 describes) at all timesduring the Term maintain the insurance this Section 10.2 describes. All premiums and other costs and expensesLandlord incurs in connection with maintaining such insurance are Operating Expenses.10.2.1 Propertylnsurance.Properfy insurance on the Building in an amount not less than the full insurable replacement costof the Building insuring against loss or damage by fire and such other risks as are covered by the current ISOSpecial Form policy. Landlord, at its option, may obtain such additional coverages or endorsements as Landlorddeems appropriate or necessary, including, without limitation, insurance covering foundation, grading, excavationand debris removal costs; business income and rent loss insurance; boiler and machinery insurance; ordinance orlaws coverage; earthquake insurance; flood insurance; and other coverages. Landlord may maintain such insurancein whole or in part under blanket policies. Such insurance will not cover or be applicable to any personal properqyor trade fixtures of Tenant within the Premises or otherwise located at the Property or any other such properly(including that ofthird parties) in Tenant's care, custody or control at the Property.10.2.2 Liabilitylnsurance.Commercial general liability insurance against Claims for bodily injury, personal injury, andproperty damage occurring at the Properly in at least such amounts as Landlord deems necessary or appropriate.Such liability insurance will protect only Landlord and, at Landlord's option, Landlord's lender and some or all ofthe Landlord Parties, and does not replace or supplement the liability insurance this Lease obligates Tenant to carry.10.3 Waivers and Releases of Claims and Subrogation.10.3.1 By Tenant.To the extent not prohibited by the Laws, Tenant, on behalf of Tenant and its insurers, waives,releases and discharges the Landlord Parties from all Claims arising out of damage to or destruction of the Premises,Properly or Tenant's trade fixtures, otherpersonal property orbusiness, and any loss ofuse orbusiness interruption,regardless whether any such Claim results from the negligence or fault of any Landlord Party or otherwise,occasioned by any fire or other casuaþ or occurrence whatsoever (whether similar or dissimilar), including, withoutlimitation, (a) any existing or future condition, defect, matter or thing in the Premises or on the Property, (b) any52258\01000\00298356.DOC.V3 STDl0
equipment o! appurtenance becoming out of repair, (c) any occurrence, act or omission of any Landlord Party, anyother tenant or occupant of the Building or any other person (d) damage caused by the flooding of basements orother subsurface areas, and (e) damage caused by refrigerators, sprinkling devices, air conditioning apparatus, water,snow, frost, steam, excessive heat or cold, falling plaster, broken glass, sewage, gas, odors, noise or the bursting orleaking of pipes or plumbing fixtures. The waiver this section describes applies regardless whether any suchdamage results from an act of God, an act or omission of other tenants or occupants of the Property or an act oromission of any other person and regardless whether insurance coverage against any such risks is obtainable.Tenant will look only to Tenant's insurance coverage (regardless whether Tenant maintains any such coverage) inthe event of any such Claim. Tenant's trade fixtures, other personal property and all other properl¡z (including that ofthird parties) in Tenant's care, custody or control, is located at the Property at Tenant's sole risk. Landlord is notliable for any damage to such property or for any theft, misappropriation or loss of such property. Except asspecifically provided in Section 10.2, Tenant is solely responsible for providing such insurance as may be requiredto protect Tenant, its employees and invitees against any injury, loss, or damage to persons or property occurring inthe Premises or at the Property, including, without limitation, any loss of business or profits from any casualty orother occurrence at the Property.10.3.2 By Landlord.To the extent not expressly prohibited by the Laws, and except for any claims, demands ordamages suffered by Landlord because Tenant willfully or negligently causes a release of Hazardous Materials onthe Property, Landlord, on behalf of Landlord and its insurers, waives, releases and discharges Tenant from allclaims or demands whatsoever arising out of damage to or destruction of the Properly, or loss of use of the Propercfy,occasioned by fire or other casualty, regardless whether any such claim or demand results from the negligence orfault of Tenant, or otherwise, and Landlord will look only to Landlord's insurance coverage (regardless whetherLandlord maintains any such coverage) in the event of any such claim. Landlord's policy or policies of properlryinsurance will permit waiver of subrogation as provided in this section.10.4 Tenant's Indemnification of Landlord.In addition to Tenant's other indemnification obligations in this Lease but subject to Landlord's agreementsin Section 10.2, Tenant, to the fullest extent allowable under the Laws, releases and will indemni$r, protect, defend(with coungel reasonably acceptable to Landlord) and hold harmless the Landlord Parties from and against allClaims made by third parties (a) arising from any breach or default by Tenant in the performance of any of Tenant'scovenants or agreements in this Lease, (b) arising from any act, omission, negligence or misconduct of Tenant, (c)arising from any accident, injury, occrurence or damage in, about or to the Premises, (d) to the extent caused inwhole or in part by Tenant, arising from any accident, injury, occurrence or damage in, about or to the Property, (e)arising from proceedings instituted by Tenant or by or against any person holding any interest in the Premises (otherthan Landlord) by, under or through Tenant, to which any Landlord party becomes or is made a Party to theproceeding, (f) arising from the foreclosure of any lien for labor or material furnished to or for Tenant or such otherperson or (g) otherwise arising out of or resulting from any act or omission of Tenant or such other person.10.5 Limitation on Indemnities.In compliance with FICW 4.24.115 as in effect on the date of this Lease, all provisions of this Leasepursuant to which aparty agrees to indemnif' another party against liabilþ for damages arising out of bodily injuryto p€rsons or damage to property ("Damages") in connection with the construction, alteration, repair, addition to,subtraction from, improvement to or maintenance of any improvement attached to the Properly ("Indemnities") willbe limited by the provisions of this Section 10.5. None of such Indemnities will apply to Damages caused by orresulting from the sole negligence of the indemnitee, its agents or employees. To the extent that any such Damagesare caused by or result from the concurrent negligence of (a) the indemnitee or its agents or employees and (b) theindemnitor or its agents or employees, the Indemnities will apply only to the extent of the indemnitor's negligence.If RCW 4.24.115 is hereafter amended to eliminate or modiff the limitations on indemnities set forth therein, thisSection 10.5 will automatically and without further act by either party be deemed amended to remove aay of thelimitations contained in this Section 10.5 that are no longer required by then-applicable law.10.6 Waiver of Workers' Compensation ImmunityLANDLORD AND TENANT SPECIFICALLY AGREE THAT THE PROVISIONS OF THIS ARTICLEIO ALSO APPLY TO ANY CLAIM OF INJURY OR DAMAGE TO THE PERSONS OR PROPERTY OF SAIDPARTY'S EMPLOYEES, AND EACH PARTY ACKNOWLEDGES AND AGREES THAT AS TO SUCHCLAIMS, EACH OF LANDLORD AND TENANT, WITH RESPECT TO THE OTHER PARTY, DOESHEREBY WAIVE ANY RIGHT OF IMMUNITY WHICH SAID PARTY MAY HAVE UNDER INDUSTRIALINSURANCE (TITI-E 5I RCW AS AMENDED AND LINDER ANY SUBSTITUTE OR REPLACEMENTSTATUTE). THIS WAIVER AND AGREEMENT WAS SPECIFICALLY NEGOTIATED BY LANDLORDAND TENANT AND IS SOLELY FOR THE BENEFIT OF LANDLORD AND TENANT AND THEIRSUCCESSORS AND ASSIGNS AND IS NOT INTENDED AS A WAIVER OF SAID PARTY'S RIGHTS OFIMMLTNITY UNDER SAID INDUSTRIAL INSURANCE FOR ANY OTHER PURPOSE.ARTICLE 11DAMAGE ORDESTRUCTION11.1 Tenantable Within 180 Days.Except as provided in Section 11.3, if fre or other casualty renders the whole or any material part of thePremises untenantable and Landlord determines (in Landlord's reasonable discretion) that it can make the Premises52258\01000\00298356.DOC.V3 STDlt
tenantable within 180 days after the date of the casualty, then Landlord will noti$ Tenant that Landlord will withinthe 180 day period (subject to the extension of such time period under Section 19.18) repair and restore the Buildingand the Premises to as near their condition prior to the casualty as is reasonably possible. Landlord will provide thenotice within 30 days afterthe date of the casuaþ. In such case, this Lease remains in fulI force and effect, but,Basic Rent and Tenant's Share of Operating Expenses for the period during which the Premises are untenantableabate pro rata (based upon the rentable area of the untenantable portion of the Premises as compared with therentable area of the entire Premises).ll.2 Not Tenantable Within 180 Davs.If fire or other casualty renders the whole or any material part of the Premises untenantable and Landlorddetermines (in Landlord's reasonable discretion) that it cannot make the Premises tenantable within 180 days afterthe date of the casuaþ, then Landlord will so noti$ Tenant within 30 days after the date of the casualty and may, insuch notice" terrninate this Lease effective on the date of Landlord's notice. If Landlord does not terminate thisLease as provided in this Section, Tenant may terminate this Lease by notifying Landlord within 30 days after thedate of Landlord's notice, which termination will be effective 30 days after the date of Tenant's notice.11.3 BuildingSubstantiallyDamaged.Notwithstanding the terms and conditions of Section 11.1, if the Building is damaged or destroyed by freor other casualty (regardless whether the Premises is affected) and the damage reduces the value of theimprovements on the Property by more than 50o/o (as Landlord reasonably determines value before and after thecasualty), regardless whether Landlord determines (in Landlord's reasonable discretion) fhat it can make theBuilding tenantable within 180 days after the date of the casuaþ, then Landlord, at Landlord's option, by notifuingTenant within 30 days after the casualty, may terminate this Lease effective on the date of Landlord's notice.ll.4 Insuffïcient Proceeds.Notwithstanding any contrary language in this Article 11, if this Article 11 obligates Landlord to repairdamage to the Premises or Building caused by fire or other casualty and Landlord does not receive sufficientinsurance proceeds (excluding any deficiency caused by the amount of any policy deductible) to make the repair, orif Landlord's lender does not allow Landlord to use sufficient proceeds to make the repair, then Landlord, atLandlord's option, by notiffing Tenant within 30 days after the casuaþ, may terminate this Lease effective on thedate of Landlord's notice.11.5 Landlord'sRepairObligations.If this Lease is not terminated under Sections I 1.2 through I 1.4 following a fre or other casuaþ, thenLandlord will repair and restore the Premises and the Building to as near their condition prior to the fire or othercasualty as is reasonably possible with all commercially reasonable diligence and speed (subject to delays caused byTenant Delay or Force Majeure) and Basic Rent and Tenant's Share of Operating Expenses for the period duringwhich the Premises are untenantable will abate pro rata (based upon the extent to which the damage and making ofrepairs interfere with the business being operated by Tenant in the Premises). In no event is Landlord obligated torepair or restore any special equipment or improvements installed by Tenant, or any personal or any other propenlyof Tenant. Landlord will, if necessary, equitably adjust Tenant's Share of Operating Expenses Percentage, toaccount for any reduction in the rentable area of the Premises or Building resulting from a casualty.ll.6 RentApportionment.If either Landlord or Tenant terminates this Lease under this Article 11, Landlord will apportion Basic Rentand Tenant's Share of Operating Expenses on a per diem basis and Tenant will pay the Basic Rent and Tenant'sShare of Operating Expenses to (a) the date of the fre or other casuaþ if the event renders the Premises completelyuntenantable or (b) if the event does not render the Premises completely untenantable, the effective date of suchtermination (provided that if a portion of the Premises is rendered untenantable, but the remaining portion istenantable, then Tenant's obligation to pay Basic Rent and Tenant's Share of Operating Expenses abates pro ratabased upon the rentable area of the untenantable portion of the Premises divided by the rentable area of the entirePremises from the date of the casualty and Tenant will pay the unabated portion of the Basic Rent to the date of suchtermination).1,1.7 Exclusive Casualty Remedy.The provisions of this Article 11 are Tenant's sole and exclusive rights and remedies in the event of acasuaþ. To the extent permitted by the Laws, Tenant waives the benefits of any Law that provides Tenant anyabatement or termination rights (by virfue of a casualty) not specifically described in this Article 11.ARTICLE 12EMINENT DOMAINl2.l Termination of Lease.If a Condemning Authority desires to effect a Taking of all or any material part of the Property, Landlordwill notify Tenant and Landlord and Tenant will reasonably determine whether the Taking will render the Premisesunsuitable for Tenant's intended purposes. If Landlord and Tenant conclude that the Taking will render thePremises unsuitable for Tenant's intended pu{poses, Landlord and Tenant will document such determination and this52258\01000\00298356.DOC.V3 Sm12
Lease will terminate as of the date the Condemning Authority takes possession of the portion of the Property taken.Tenant will pay Rent to the date of termination. If a Condemning Authorþ takes all or any material part of theBuilding or if a Taking reduces the value of the Property by 50% or more (as reasonably determined by Landlord),regardless whether the Premises is affected, then Landlord, at Landlord's option, by notifuing Tenant prior to thedate the Condemning Authority takes possession of the portion of the Properly taken, may terminate this Leaseeffective on the date the Condemning Authority takes possession of the portion of the Property taken. Landlord willhave the exclusive right to grant possession and use to the Condemning Authority.12.2 Landlord'sRepairObligations.If this Lease does not terminate with respect to the entire Premises under Section l2.l and the Takingincludes a portion of the Premises, this Lease automatically terminates as to the portion of the Premises taken as ofthe date the Condemning Authority takes possession of the portion taken and Landlord will, at its sole cost andexpense, restore the remaining portion of the Premises to a complete architectural unit with all commerciallyreasonable diligence and speed and will reduce the Basic Rent for the period after the date the CondemningAuthority takes possession of the portion of the Premises taken to a sum equal to the product of the Basic Rentprovided for in this Lease multiplied by a fraction, the numerator of which is the rentable area of the Premises afterthe Taking and after Landlord restores the Premises to a complete architectural unit, and the denominator of which isthe rentable area of the Premises prior to the Taking. Landlord will also equitably adjust Tenant's Share ofOperating Expenses Percentage for the same period to account for the reduction in the rentable area of the Premisesor the Building resulting from the Taking. Tenant's obligation to pay Basic Rent and Tenant's Share of OperatingExpenses will abate on a proportionate basis with respect to that portion of the Premises remaining after the Takingthat Tenant is unable to use during Landlord's restoration forthe period of time that Tenant is unable to use suchportion of the Premises.12.3 Tenant's Participation.Landlord is entitled to receive and keep all damages, awards or payments resulting from or paid on accountof a Taking. Accordingly, Tenant waives and assigns to Landlord any interest of Tenant in any such damages,awards or payments. Tenant may recover from the Condemning Authority, but not from Landlord, suchcompensation as may be separately recoverable for damages to or condemnation of Tenant's movable trade fixturesand equipment and for moving expenses; provided however, that Tenant has no right to receive any award for itsinterest in this Lease or for loss of leasehold.12.4 Exclusive Taking RemedyThe provisions of this Aticle 12 are Tenant's sole and exclusive rights and remedies in the event of aTaking. To the extent permitted by the Laws, Tenant waives the benefits of any Law that provides Tenant anyabatement or termination rights or any right to receive any payment or awa¡d (by virnre of a Taking) not specificallydescribed in this Article 12.ARTICLE 13TRANSFERS13.1 Restriction on Transfers.13.1.1 GeneralProhibition.Except as set forth in Section 13.1.2, Tenant will not cause or suffer a Transfer without obtainingLandlord's prior written consent. Landlord may grant or withhold consent in Landlord's sole and absolute discretion.Landlord may also, at Landlord's option by notifing Tenant, terminate this Lease with respect to any portion of thePremises that would be affected by such Transfer. Tenant's request for consent to a Transfer must describe in detailthe parties, terms and portion of the Premises affected. Landlord will notif, Tenant of Landlord's election toconsent, withhold consent and,/or terminate within 30 days after receiving Tenant's written request for consent to theTransfer. If Landlord consents to the Transfer, Landlord may impose on Tenant or the transferee such conditions asLandlord, in its sole discretion, deems appropriate. Tenant will, in connection with requesting Landlord's consent,provide Larr<Íiorci with a copy of any and all documents and information regarding the proposed Transfer and theproposed transferee as Landlord reasonably requests. No Transfer, including, without limitation, a Transfer underSection 13.1.2, releases Tenant from any liability or obligation under this Lease and Tenant remains liable toLandlord after such a Transfer as a principal and not as a surety. Iflandlord consents to any Transfer, Tenant willpay to Landlord, as Additional Rent, 50% of any amount Tenant receives on account of the Transfer (excludingreasonable commissions, attorneys' fees, marketing costs and other similar costs and expenses Tenant incurs inconnection with the Transfer and certifies to Landlord in writing) in excess of the amounts this Lease otherwiserequires Tenant to pay. In no event may Tenant cause or suffer a Transfer to another tenant of the Building. Anyattempted Transfer in violation of this Lease is null and void and constitutes an Event of Default under this Lease.13.1.2 Transfers to Affiliates.Tenant, without Landlord's consent (provided that Tenant is not in default in the performance ofits obligations under this Lease), may cause a Transfer to an Affiliate if Tenant (a) notifies Landlord at least 30 daysprior to such Transfer; (b) delivers to Landlord, at the time of Tenant's notice, current financial statements of Tenantand the proposed transferee that are reasonably acceptable to Landlord; and (c) the transferee assumes and agrees ina writing delivered to and reasonably acceptable to Landlord to perform Tenant's obligations under this Leasearising after such Transfer and to observe all terms and conditions of this Lease. Landlord's right described in52258\01000\00298356.DOC.V3 STD13
Section 13.1.1 to share in any profit Tenant receives from a Transfer permitted under this Section 13.1.2 andLandlord's termination right under Section l3.l.l do not apply to any Transfer this Section 13.1.2 permits.13.1.3 Costs.Tenant will pay to Landlord, as Additional Rent, all costs and expenses Landlord incurs inconnection with the Transfer, including, without limitation, reasonable attorneys' fees and costs, regardless ofwhether Landlord consents to the Transfer.ARTICLE 14DEFAULTS: REMEDIESl4.l Events of Default.The occurrence of any of the following constitutes an "Event of Default" by Tenant under this Leasel4.l.l Failure to Pay Rent.Tenant fails to pay Basic Rent, any monthly installment of Tenant's Share of Operating Expensesor any other Additional Rent amount as and when due.14.1.2 Failure to Perform.Tenant fails to perform any of Tenant's nonmonetary obligations under this Lease and the failurecontinues for a period of 10 days after Landlord notifies Tenant ofTenant's failure; provided that ifTenant cannotreasonably cure its failure within a 10 day period, Tenant's failure is not an Event of Default if Tenant commencesto cure its failure within the l0 day period and thereafter diligently pursues the cure and effects the cure tocompletion within a period of time that does not exceed 30 days after the expiration of the 10 day period.Notwithstanding any contrary language contained in this Section 14.1.2, Tenant is not entitled to any notice or cureperiod before a breach of Section 14.1.3 of this Lease becomes an Event of Default.14.1.3 Misrepresentation.The existence of any material misrepresentation or omission in any financial statements,correspondence or other information provided to Landlord by or on behalfofTenant or any Guarantor in connectionwith (a) Tenant's negotiation or execution ofthis Lease; (b) Landlord's evaluation ofTenant as a prospective tenantat the Properlry; (c) any proposed or attempted Transfer; or (d) any consent or approval Tenant requests under thisLease.14.1.4 GuarantyDefault.Guarantor's default (beyond any applicable notice and grace periods) under any guaranty now orafter the Effective Date securing all or any part of Tenant's obligations under this Lease.14.1.5 Other Defaults.Tenant makes a general assignment or general arrangement for the benefit of creditors; (b) apetition for adjudication ofbankruptcy or for reorganization or rearrangement is filed by Tenant; (c) a petition foradjudication of bankruptcy or for reorganization or rearangement is filed against Tenant and is not dismissed within60 days; (d) a trustee or receiver is appointed to take possession ofsubstantially all ofTenant's assets located at thePremises or of Tenant's interest in this Lease and possession is not restored to Tenant within 30 days; or (e)substantially all ofTenant's assets, substantially all ofTenant's assets located at the Premises or Tenant's interest inthis Lease is subjected to attachment, execution or other judicial seizure not discharged within 30 days. If a court ofcompetent jurisdiction determines that any act described in this section does not constitute an Event of Default, andthe court appoints a trustee to take possession of the Premises (or if Tenant remains a debtor in possession of thePremises) and such trustee or Tenant Transfers Tenant's interest hereunder, then Landlord is entitled to receive, asAdditional Rent, the amount by which the Rent (or any other consideration) paid in connection with the Transferexceeds the Rent otherwise payable by Tenant under this Lease.14.2 Remedies.Upon the occlurence of any Event of Default, Landlord, at any time and from time to time, and withoutpreventing Landlord from exercising any other right or remedy, may exercise any one or more of the followingremedies:14.2.1 Termination of Tenant's Possession; Re-entry and Reletting Right.Landlord may terminate Tenant's right to possess the Premises by any lawful means with orwithout terminating this Lease, in which event Tenant will immediately surrender possession of the Premises toLandlord. IJnless Landiord specifically states that it is terminating this Lease, Landlord's termination of Tenant'sright to possess the Premises is not to be construed as an election by Landlord to terminate this Lease or Tenant'sobligations and liabilities under this Lease. In such event, this Lease continues in full force and effect (except forTenant's right to possess the Premises) and Tenant continues to be obligated for and must pay all Rent as and whendue under this Lease. If Landlord terminates Tenant's right to possess the Premises, Landlord is not obligated to but52258\01000\00298356 DOC V3 STDt4
may re-enter the Premises and remove all persons and properfy from the Premises. Landlord may store any properlyLandlord removes from the Premises in a public warehouse or elsewhere at the cost and for the account of Tenant.Upon such re-entry, Landlord is not obligated to but may relet all or any part of the Premises to a third party orparties for Tenant's account. Tenant is immediately liable to Landlord for all Re-entry Costs and must pay Landlordthe same within five days after Landlord's notice to Tenant. Landlord may relet the Premises for a period shorter orlonger than the remaining Term. If Landlord relets all or any pan of the Premises, Tenant will continue to pay Rentwhen due under this Lease and Landlord will refund to Tenant the Net Rent Landlord actually receives from thereletting up to a maximum amount equal to the Rent Tenant paid that came due after Landlord's reletting. If the NetRent Landlord actually receives from reletting exceeds such Rent, Landlord will apply the excess sum to future Rentdue under this Lease. Landlord may retain any surplus Net Rent remaining at the expiration of the Term.14.2.2 Termination of Lease.Landlord may terminate this Lease effective on the date Landlord specifies in its terminationnotice to Tenant. Upon termination, unless possession has already been relinquished pursuant to Section 14.2.1,Tenant will immediately surrender possession of the Premises to Landlord. If Landlord terminates this Lease,Landlord may recover from Tenant and Tenant will pay to Landlord on demand all damages Landlord incurs byreason of Tenant's default, including, without limitation, (a) all Rent due and payable under this Lease as of theeffective date of the termination; (b) any amount necessary to compensate Landlord for any detriment proximatelycaused Landlord by Tenant's failure to perform its obligations under this Lease or which in the ordinary coursewould likely result from Tenant's failure to perform, including, but not limited to, any Re-entry Costs; (c) an amountequal to the amount by which the present worth, as of the effective date of the termination, of the Basic Rent for thebalance of the Term remaining after the effective date of the termination (assuming no termination) exceeds thepresent worth, as of the effective date of the termination, of a fair market Basic Rent for the Premises for the sameperiod (as Landlord reasonably determines the fair market Basic Rent); and (d) Tenant's Share of OperatingExpenses to the extent Landlord is not otherwise reimbursed for such Operating Expenses. Nothing in this sectionlimits or prejudices Landlord's right to prove and obtain damages in an amount equal to the maximum amountallowed by the Laws, regardless whether such damages are greater than the amounts set forth in this section.14.2.3 Self Help.Landlord may perform any obligation on Tenant's behalf which Tenant has failed to perform,without waiving Landlord's rights under this Lease, at law or in equity and without releasing Tenant from anyobligation under this Lease.Tenant will pay to Landlord, as Additional Rent, all sums Landlord pays and obligations Landlordincurs on Tenant's behalf.14.3 Costs.Tenant will reimbwse and compensate Landlord on demand and as Additional Rent for any actual lossLandlord incurs in connection with, resulting from or related to an Event of Default, and regardless whether suit iscommenced or judgment is entered. Such loss includes all reasonable attorneys' Landlord incurs investigating,negotiating, settling or enforcing any of Landlord's rights or remedies or otherwise protecting Landlord's interestsunder this Lease. In addition to the foregoing, Landlord is entitled to reimbursement of all of Landlord's fees,expenses and damages, including, but not limited to, reasonable attomeys' fees Landlord incurs in connection withprotecting its interests in any bankruptcy or insolvency proceeding involving Tenant or its Guarantor, including,without limitation, any proceeding under any chapter of the Bankruptcy Code; by asserting or defending a claim, bydefending a preference or fraudulent transfer action; by exercising and advocating rights under Section 365 oftheBankruptcy Code; by proposing a plan of reorganization and objecting to competing plans; and by filing motions forrelieffrom stay. Such fees and expenses are payable on demand, or, in any event, upon assumption or rejection ofthis Lease in bankruptcy.14.4 Waiver and Release by Tenant.Tenant waives and releases all Claims Tenant may have resulting from Landlord's re-entry and takingpossession of the Premises by any lawful means and removing and disposing of or storing Tenant's propeúy aspermitted under this Lease, regardless whether this Lease is terminated, and, to the fullest extent allowable under theLaws, Tenant releases and will indemniff, defend (with counsel reasonably acceptable to Landlord), protect andhold harmless the Landlord Parties from and against any and all Claims occasioned by Landlord's lawful re-entry ofthe Premises and disposition of Tenant's properfy. No such reentry is to be considered or construed as a forcibleentry by Landlord.14.4.1 Landlord'sDefault.If Landlord defaults in the performance of any of its obligations under this Lease, Tenant willnoti$ Landlord ofthe default and Landlord will have 30 days after receiving such notice to cure the default. IfLandlord is not reasonably able to cure the default within a 30 day period, Landlord will have an additionalreasonable period of time to cure the default as long as Landlord conìmences the cure within the 30 day period andthereafter diligently pursues the cure to completion. In no event is Landlord liable to Tenant or any other person forconsequential, exemplary or punitive damages, including, without limitation, lost profits and/or loss of businessopportunþ.52258\01000\00298356.DOC.V3 STD15
14.5 No Waiver.No failure by Landlord or Tenant to insist upon the other party's performance of any of the terms of thisLease or to exercise any right or remedy consequent upon a breach thereof, constitutes a waiver ofany such breachor of any breach or default by the other parfy in its performance of its obligations under this Lease. No acceptanceby Landlord of full or partial Rent from Tenant or any third party during the continuance of any breach or default byTenant of Tenant's performance of its oblígations under this Lease constitutes Landlord's waiver of any such breachor default. None of the terms of this Lease to be kept, observed or performed by a parly to this Lease, and no breachthereof, are waived, altered or modified except by a written instrument executed by the other parly. No waiver ofany default of a party to this Lease in the performance of its obligations under this Lease may be implied from anyomission by the other parry to take any action on account of such default. One or more waivers by a pa4y to thisLease is not to be construed as a waiver of a subsequent breach of the same covenant, term or condition. Nostatement on a payment check from aparty to this Lease or in a letter accompanying a payment check is binding onthe other party. The party receiving the check, with or without notice to the other party, may negotiate such checkwithout being bound to the conditions of any such statement.14.6 Landlord'sRemedies.If the Tenant breaches any of the provisions of this Lease, Landlord will be entitled to enjoin such breachand will have the right to invoke any right or remedy allowed atlaw, in equity, by statute or otherwise as thoughentry, reentry, summary proceedings and other remedies were not provided for in this Lease. Each remedy or rightof Landlord provided for in this Lease will be cumulative and will be in addition to every other right or remedyprovided for in this Lease, or now or hereafter existing at law, in equþ, by statute or otherwise. The exercise or thebegiming of the exercise by Landlord of any one or more of such rights or remedies will not preclude thesimultaneous or later exercise by Landlord of any or all other rights or remedies.ARTICLE 15CREDITORS: ESTOPPEL CERTIFICATES15.1 Subordination.This Lease, all rights ofTenant in this Lease, and all interest or estate ofTenant in the Properfy, is subjectand subordinate to the lien of any Mortgage. Tenant, on Landlord's demand, will execute and deliver to Landlord orto any other person Landlord designates, any instruments, releases or other documents reasonably required toconfirm the self-effectuating subordination of this Lease as provided in this section to the lien of any Mortgage. Thesubordination to any futrne Mortgage provided for in this section is expressly conditioned upon the Mortgagee'sagreement that as long as Tenant is not in default in the payrnent of Rent or the performance and observance of anycovenant, condition, provision, term or agreement to be performed and observed by Tenant under this Lease, beyondany applicable grace or cure period this Lease provides Tenant, the holder of the Mortgage will not disturb Tenant'srights under this Lease. The lien of any existing or future Mortgage will not cover Tenant's moveable trade fixturesor other personal properly of Tenant located in or on the Premises.15.2 Attornment.If any ground lessor, holder of any Mortgage at a foreclosure sale or any other transferee acquiresLandlord's interest in this Lease, the Premises or the Property, Tenant will attorn to the transferee of or successor toLandlord's interest in this Lease, the Premises or the Properly (as the case may be) and recognize such transferee orsuccessor as Landlord under this Lease.Tenant waives the protection of any statute or rule of law that gives or purports to give Tenant any right toterminate this Lease or surrender possession of the Premises upon the transfer of Landlord's interest.15.3 Mortgagee Protection Clause.Tenant will give the holder of any Mortgage, by certified mail and at the same time as Tenant notifiesLandlord, a copy of any notice of default Tenant serves on Landlord, provided that Landlord or the holder oftheMortgage previously notified Tenant (by way of notice of assignment of rents and leases or otherwise) of theaddress of such holder. Tenant further agrees that if Landlord fails to cure such default within the time provided forin this Lease, then Tenant will provide written notice of such failure to such holder and such holder will have anadditional 15 days within which to cure the default. If the default cannot be cured within the additional 15 dayperiod, then the holder will have such additional time as may be necessary to effect the cure it within the 15 dayperiod, the holder has commenced and is diligently pursuing the cure (including without limitation commencingforeclosure proceedings ifnecessary to effect the cure).15.4 Estoppel Certificates.15.4.1 Contents.Upon Landlord's written request, Tenant will execute, acknowledge and deliver to Landlord awritten statement in form satisfactory to Landlord certi$,ing: (a) that this Lease (and all guaranties, if any) isunmodified and in full force and eflect (or, if there have been any modifications, that the Lease is in full force andeffect, as modified, and stating the modifications); (b) that this Lease has not been canceled or terminated; (c) thelast date of payment of Rent and the time period covered by such payment; (d) whether there are then existing anybreaches or defaults by Landlord under this Lease known to Tenant, and, if so, specifuing the same; (e) specifuing52258\01000\00298356.DOC V3 STDt6
any existing claims or defenses in favor of Tenant against the enforcement of this Lease (or of any guaranties); and(f) such other factual statements as Landlord, any lender, prospective lender, investor or purchaser may request,including an estoppel certificate. Tenant will deliver the statement to Landlord within 10 Business Days afterLandlord's request. Landlord may give any such statement by Tenant to any lender, prospective lender, investor orpurchaser of all or any part of the Property and any such party may conclusively rely upon such statement as trueand correct.15.4.2 Failure to Deliver.If Tenant does not timely deliver the statement referenced in Section 15.4.1 to Landlord, Landlordmay execute and deliver the statement to any third party on behalf of Tenant and Landlord and any lender,prospective lender, investor or purchaser may conclusively presume and rely, except as otherwise represented byLandlord, (a) that the terms and provisions ofthis Lease have not been changed; (b) that this Lease has not beenca¡celed or terminated; (c) that not more than one month's Rent has been paid in advance; and (d) that Landlord isnot in default in the performance of any of its obligations under this Lease. In such event, Tenant is estopped fromdenying the truth. of s¡rch facts.ARTICLE 16TERMINATION OF LEASE16.1 Surrender of Premises.Tenant will surrender the Premises to Landlord at the expiration or earlier termination of this Lease in goodorder, condition and repair, reasonable wear and tear, permitted Alterations and damage by casualty orcondemnation excepted, and will surrender all keys to the Premises to Properly Manager or to Landlord at the placethen fixed for Tenant's palment of Basic Rent or as Landlord or Property Manager otherwise direct. Tenant willalso inform Landlord of all combinations on locks, safes and vaults, if any, in the Premises or on the Property.Tenant will at such time remove all of its properfy from the Premises and, if Landlord so requires, all specifiedAlterations (including any safes or vaults) and all data or other cables Tenant placed on the Premises or theBuilding. Tenant will promptly repair any damage to the Premises caused by such removal and restore the Premisesto the condition it was in as of the Commencement Date. If Tenant does not surrender the Premises in accordancewith this section, Tenant releases and will indemniSr, defend (with counsel reasonably acceptable to Landlord)protect and hold harmless Landlord from and against any Claim resulting from Tenant's delay in so surrendering thePremises, including, without limitation, any Claim made by any succeeding occupant founded on such delay. Allproperty of Tenant not removed on or before the last day of the Term is deemed abandoned. Tenant appointsLandlord as Tenant's agent to remove, at Tenant's sole cost and expense, all of Tenant's property from the Premisesupon termination ofthis Lease and to cause its transportation and storage for Tenant's benefit, all at the sole cost andrisk of Tenant, and Landlord will not be liable for damage, theft, misappropriation or loss thereof or in any marmerin respect thereto. If Tenant fails to timely remove any Alterations, improvements or cables specified by Landlordor fails to timely repair any damage and restore the Premises, as required by this Section 16.1, Landlord may, atTenant's cost, perform the removal, repair and./or restoration.16.2 Holding Over.If Tenant possesses the Premises after the Term expires or is otherwise terminated without executing a newlease but with l,andlord's written consent, Tenant is deemed to be occupying the Premises as a tenant from month-to-month, subject to all provisions, conditions and obligations of this Lease applicable to a month-to-month tenancyand any other reasonable conditions of Landlord's consent, except that (a) Basic Rent will equal the greater of BasicRent payable by Tenant in the last 12 months of the Term or Landlord's then current basic rent for the Premisesaccording to Landlord's rental rate schedule for prospective tenants, and (b) either Landlord or Tenant mayterminate the month-to-month tenancy at any time upon 30 days prior written notice to the other party. If Tenantpossesses the Premises after the Term expires or is otherwise terminated without executing a new lease and withoutLandlord's written consent, Tenant is deemed to be occupying the Premises without claim of right (but subject to allterms and conditions of this Lease) and, in addition to Tenant's liability for failing to surrender possession of thePremises as provided in Section 16.1, Tenant will pay Landlord a charge for each day of occupancy after expirationof the Term in an amount equal to double Tenant's Rent (on a daily basis) immediately before the expiration ortermination of this Lease.ARTICLE 17ADDITIONAL PROVISIONSl7.l Tenantlmprovements.If the Premises is not presently complete, Landlord shall deliver to the Tenant, and the Tenant agrees toaccept from the Landlord, possession of the Premises subject to completion of the Tenant Improvements describedin EXHIBIT H attached hereto and made a part hereof. Landlord shall, at its sole cost and expense as soon as isreasonably possible after the execution of this Lease, commence and pursue to completion the TenantImprovements. The term "Substantial Completion of Tenant Improvements" is defined as the date on whichLandlord, or its project architect, notifies Tenant in writing that the Premises is substantially complete. The TenantImprovements become the property of Landlord and a part of the Building immediately upon installation. The costof the Tenant Improvements paid by Landlord, including, but not limited to, construction costs, sales tax,construction management fees and planning design costs, shall not exceed 527,600.00. Landlord will use52258\01000\00298356.DOC.V3 STDt7
commercially reasonable efforts to achieve Substantial Completion of Tenant's Improvements on or before theDelivery Date, subject to Tenant Delays and delays caused by Force Majeure.17.2 Security Deposit.Simultaneously with execution ofthis Lease, Tenant shall deliver to Landlord a security deposit in the amountof $2,921.00 ("Security Deposit"), as partial securþ for the full and faithful performance of every provision of thisLease to be performed by Tenant. Tenant shall cause the Secrnity Deposit to be in place during the entire Lease Term.Landlord shall be entitled to withdraw from such sums the amount of any unpaid Basic Rent, Additional Rent orother charges not paid to Landlord when due. Landlord shall pay Tenant the remaining balance thereof, if any,without any liability for interest thereon, within thirty (30) days after the expiration or prior termination of the LeaseTerm, if and only if Tenant has fully performed all of its obligations under the terms of this Lease.17.3 Parking.Landlord agrees to make available to Tenant up to ten (10) parking stalls on the Property on an unassignedbasis and in common with all other occupants of the Property. Additionally, to the extent Tenant's use does notaffect other tenants within the Property, Tenant shall be permitted to use up to an additional five (5) parking stalls inthe NE corner of the Building A parking lot. In the event Landlord determines in its sole discretion that Tenant's useof such additional stalls is having a negative impact on other tenants in the Property Landlord may discontinuepermitting Tenant's use of such additional stalls.. Notwithstanding the foregoing, Landlord reserves the right toallocate unassigned parking spaces in the Property on a building by building and/or other basis and iflandlord soallocates parking spaces, Tenant will park and cause its employees and agents to park in the spaces designated byLandlord, provided that the spaces designated for Tenant's use are in reasonable proximity to the Building.17.4 Signs.Landlord shall install Building standard signage for Tenant identification at the main entrance of thePremises" Tenaîlt ina% at its sole cost, erect signs on the exterior or interior of the Building, provided that such signor signs (a) do not cause any structural or other damage to the Building; O) do not violate applicable governmentallaws, ordinances, rules or regulations; (c) do not violate any existing restrictions affecting the Premises; and (d) areapproved in advance by Landlord (which approval will not be unreasonably withheld) and the Cþ. Upon vacatingthe Premises or removing or altering its signs for any reason, Tenant will repair, paint andlor replace the Buildingsurfaces where its signs were attached. Tenant will not install or permit to be installed in the Premises any othersign, decoration or advertising material of any kind that is visible from the exterior of the Premises. Landlord mayi'mmediately remove, at Tenant's sole cost and expense, any sign, decoration or advertising material that violates thissection.ARTICLE 18INSOLVENCYLandlord and Tenant (as either debtor or debtor-in-possession) agree that ifa petition is filed by or againstTenant (each a "Petition") under any chapter of the Bankruptcy Code, and is not dismissed within 30 days:(a) Tenant will perform each and every obligation of Tenant under this Lease, until such time as this Lease is eitherrejected or assumed; (b) adequate protection for the performance of Tenant's post-Petition but pre-assumption orpre-rejection obligations under this Lease will be provided within 30 Business Days after the fìling and will be in theform of a security deposit to be held by the court or an independent escrow agent approved by the court, in anamount equal to all amounts then payable by Tenant to Landlord under the terms of the Lease dwing a one-monthperiod; (c) Tenant will give Landlord at least 30 days prior written notice of any abandonment of the Premises; (d) ifTenant abandons the Premises, Tenant stipulates to the entry, without notice to any party, of an ex parte ordermodifying the stay to permit Landlord to take reasonable steps to secure the Premises, including changing the locks,putting lights on timers and covering the windows; (e) if Tenant has failed to timely and fully perform any of itsobligations under this Lease before the filing of the Petition, whether or not Landlord has given Tenant writtennotice of said failwe and whether or not any time period for performance or cure set forth in Article 14 has expiredbefore the filing of the Petition, Tenant will be deemed to have been in default on the date the Petition was filed;(f) Tenant will provide Landlord with 30 days prior written notice of the proposed assumption or assignment of thisLease, which notice will set forth (l) the compensation for pecuniary loss to be provided to Landlord, (2) theadequate assurance of prompt cure and future performance to be provided to Landlord, (3) the name, address, stateand federa! tax i,.ientification numbers, and any other federal, state or local registration numbers, of any proposedassignee, and (4) all of the terms and conditions of any proposed assignment; (g) prompt cure of defaults will meancrne within 30 days after assumption; (h) adequate assurance of future performance of this Lease after assumptionby Tenant or any proposed assignee will require that Tenant or the proposed assignee deposit with Landlord assecurity for such future performance, an amount equal to 3 months of Basic Rent and Additional Rent; and (i) if thisLease is to be assigned, adequate assurance of firtwe performance by the proposed assignee will also require that(l) the assignee demonstrate that it has the business experience and filancial ability to perform Tenant's obligationsunder this Lease and operate the Premises in the manner contemplated by this Lease, (2) the Premises will remain asingle space and no physical changes of any kind will be made to the Premises without complying with theapplicable provisions of this Lease, and (3) the assignee assumes any obligations of Tenant to pay for improvementsto the Premises constructed by Landlord, which obligations are contained in any agreement or instrument other thanthis Lease. Tenant will do all other things of benefit to Landlord that are otherwise permitted under the BankruptcyCode.52258\01000\00298356.DOC.V3 STDl8
ARTICLE 19MISCELLANEOUS PROVISIONS19.1 Notices.All Notices must be in writing and must be sent by personal delivery, United States registered or certifiedmail (postage prepaid) or by an independent overnight courier service, addressed to the addresses specified in theBasic Terms or at such other place which is not a post office box as either party may designate to the other parry bywritten notice given in accordance with this section. Notices given by mail are deemed effective three BusinessDays after the parly sending the Notice deposits the Notice with the United States Post Office. Notices delivered bycourier ars deemed ef,f,ective on the next Business Day after the day the party delivering the Notice timely depositsthe Notice with the courier for overnight (next day) delivery.19.2 Transfer of Landlord's Interest.Iflandlord Transfers any interest in the Premises for any reason other than collateral security purposes, thetransferor is automatically relieved of all obligations on the part of Landlord accruing under this Lease from andafter the date ofthe Transfer, provided that the transferee assumes all ofLandlord's obligations accruing subsequentto the Transfer and further provided that the transferor delivers to the transferee any funds the transferor holds inwhich Tenant has an interest (such as a security deposit). Except as specifically set forth in the first sentence ofthisSection, Landlord's covenants and obligations in this Lease bind each successive Landlord only during and withrespect to its respective period of ownership. However, notwithstanding any such Transfer, the transferor remainsentitled to the benefits of Tenant's indemnity and insurance obligations (and similar obligations) under this Leasewith respect to matters arising or accruing during the transferor's period of ownership.19.3 Successors.Subject to applicable limitations set forth in this Lease, the covenants and agreements contained in thisLease bind and inure to the benefit of Landlord, its successors and assigns, bind Tenant and its successors andassigns and inure to the benefit of Tenant and its permitted successors and assigns.19.4 Captions and Interpretation.The captions of the articles and sections of this Lease are to assistthe parties in readingthis Lease and arenot a part of the terms or provisions of this Lease. Whenever required by the context of this Lease, the singularincludes the plural and the plural includes the singular. Whenever words such as "herein," "hereunder," etc., areused in this Lease, they will mean and refer to this Lease in its entirety and not to any specific section, paragraph orother part of this Lease.f9.5 Relationship of Parties.This Lease does not create the relationship ofprincipal and agent, or ofpartnership, joint venture, or ofanyassociation or relationship between Landlord and Tenant other than that oflandlord and tenant.19.6 Entire Agreement; Amendment.The Basic Terms and all exhibits, addenda and schedules attached to this Lease are incorporated into thisLease as though fully set forth in this Lease and together with this Lease contain the entire agreement between theparties with respect to the improvement and leasing of the Premises. All prior and contemporaneous negotiations,including, without limitation, any letters of intent or other proposals and any drafts and related correspondence, aremerged into and superseded by this Lease. No subsequent alteration, amendment, change or addition to this Lease(other than to the Properly Rules) is binding on Landlord or Tenant unless it is in writing and signed by the parly tobe charged with performance.19.7 Severability.If any covenant, condition, provision, term or agreement of this Lease is, to any extent, held invalid orunenforceable, the remaining portion thereof and all other covenants, conditions, provisions, terms and agreementsof this Lease, will not be affected by such holding, and will remain valid and in force to the fullest extent permittedby law.19.8 Landlord'sLimitedLiability.Tenant will look solely to Landlord's interest in the Property for recovering any judgment from Landlord orany other Landlord Party. Tenant agrees that neither Landlord nor any other Landlord Party will be personally liablefor any personaljudgment or deficiency decree orjudgment against it.19.9 Survival.All of Tenant's obligations under this Lease (together with interest on payment obligations at the MaximumRate) accruing prior to expiration or other termination of this Lease survive the expiration or other termination ofthis Lease. Further, all of Tenant's release, indemnification, defense and hold harmless obligations under this Leasesurvive the expiration or other termination of this Lease, without limitation.52258\01000\00298356.DOC.V3 STD19
19.10 Attorneys'Fees.In the event of any litigation or other proceeding, declaratory or otherwise, arising out of this Lease,including an action to collect or enforce a judgment or order entered in any such litigation or proceeding, theprevailing party will recover its attorneys' fees from the nonprevailing parfy, in an amount which will be fixed by thecourt. If Landlord engages counsel to enforce the terms of this Lease (including for the purpose of preparing adelinquency notice), Tenant will reimburse Landlord for all attorneys' fees incurred before the subject default isconsidered cured. Tenant will also indemniff, defend (with counsel reasonably acceptable to Landlord), protect andhold harmless the Landlord Parties from and against all Claims Landlord or any of the other Landlord Parties incursif Landlord or any of the other Landlord Parties becomes or is made a party to any claim or action (a) instituted byTenant against, or instituted against Tenant by, any person holding any interest in the Premises by, under or throughTenanl (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; or (c)otherwise arising out of or resulting from any act or omission of Tenant or such other person. As used in this Lease,"attorneys' fees" means all costs, damages and expenses, including attorneys', paralegals', clerical and consultants'respective fees and charges actually expended or incurred in connection therewith, including for appeals.19.11 Brokers.Landlord and Tenant each represents and warrants to the other that it has not had any dealings with anyrealtors, brokers, finders or agents in connection with this Lease (except as may be specifically set forth in the BasicTerms) and releases and will indemni$, defend and hold the other harmless from and against any Claim based onthe failure or alleged failwe to pay any realtors, brokers, finders or agents (other than the brokers specified in theBasic Terms) and from any cost, expense or liability for any compensation, commission or changes claimed by anyrealtors, brokers,'finciers or agents (other than the brokers specified in the Basic Terms) claiming by, through or onbehalf of it with respect to this Lease or the negotiation of this Lease. Landlord will pay the brokers named in theBasic Terms in accordance with the applicable listing agreement for the Properfy.19.12 Governing Law.This Lease is governed by, and must be interpreted under, the internal laws of the State. Any suit arisingfrom or relating to this Lease must be brought in the County or, if the suit is brought in federal court, in any federalcourt appropriate for suits arising in the County; Landlord and Tenant waive the right to bring suit elsewhere.19.13 Time is of the Essence.Time is of the essence with respect to the performance of every provision of this Lease in which time ofperformance is a factor.19.14 Joint and Several Liability.All parties signing this Lease as Tenant and any Guarantor(s) of this Lease are jointly and severally liablefor performing all of Tenant's obligations under this Lease.19.15 Tenant's Waiver.Any Claim Tenant may have against Landlord for default in performance of any of Landlord's obligationsunder this Lease is deemed waived unless Tenant notifies Landlord of the default within 30 days after Tenant knewor should have known ofthe default.19.16 Tenant's and Guarantor's Organizational Documents; AuthorityIf Tenant or Guarantor, if any, is an entity, Tenant, within l0 days after Landlord's written request, willdeliver or cause to be delivered to Landlord (a) Certificate(s) of Good Standing from the state of formation ofTenant and Guarantor, if any, and, if different, the State, confirming that Tenant and Guarantor, if any, is in goodstanding urider the iaws governing formation and qualification to transact business in such state(s); and (b) aresolution of Tenant and Guarantor, if any, with Secretary's and Incumbency Certificate, authorizing Tenant'sexecution ofthis Lease or Guaranty, as applicable, and the person signing the Lease and Guaranty on Tenant's andGuarantor's, if any, behalf to sign the Lease and Guaranty. Tenant and each individual signing this Lease on behalfof Tenant represents and warrants that they are duly authorized to sign on behalf of and to bind Tenant and that thisLease is a duly authorized obligation of Tenant.19.17 Provisions are Covenants and Conditions.All provisions of this Lease, whether covenants or conditions, are deemed both covenants and conditions.19.18 Force Majeure.If Landlord is delayed or prevented from performing any act required in this Lease (excluding, however,the payment of money) by reason of Tenant Delay or Force Majeure, Landlord's performance of such act is excusedfor the longer of the period of the delay or the period of delay caused by such Tenant Delay or Force Majeure andthe period ofthe performance ofany such act will be extended for a period equivalent to such longer period.52258\01000\00298356.DOC.V3 STD20
19.19 Management.Property Manager is authorized to manage the Property. Landlord appointed Property Manager to act asLandlord's agent for managing and operating the Property. The Property Manager then serving is authorized toaccept service ofprocess and to receive and give notices and demands on Landlord's behalf.19.20 FinancialStatements.Tenant will, prior to Tenant's execution of this Lease deliver to Landlord complete, accurate and up-to-dateprofit and loss (P&L) statements on BLUEPEARL WASHINGTON, LLC, which financial statements must be (a)prepared according to generally accepted accounting principles consistently applied, and (b) certified by anindependent certified public accountant or by Tenand's (or Guarantor's, as the case may be) chief financial offrcerthat the same are a true, complete and correct statement of Tenant's (or Guarantor's) financial condition as of thedate of such financial statements.19.21 Quiet Enjoyment.Landlord covenants that Tenant will quietly hold, occupy and enjoy the Premises during the Term, subjectto the terms and conditions of this Lease, free from molestation or hindrance by Landlord or any person claiming by,through or under Landlord, ifTenant pays all Rent as and when due and keeps, observes and fully satishes all othercovenants, obligations and agreements ofTenant under this Lease.19.22 No Recording.Tenant will not record this Lease or a Memorandum of this Lease without Landlord's prior written consent,which consent Landlord may grant or withhold in its sole and absolute discretion.19.23 Nondisclosure of Lease Terms.The terms and conditions of this Lease constitute proprietary information of Landlord that Tenant will keepconfidential. Tenant's disclosure of the terms and conditions of this Lease could adversely affect Landlord's abilityto negotiate other leases and impair Landlord's relationship with other tenants. Accordingly, Tenant, withoutLandlord's consent (which consent Landlord may grant or withhold in its sole and absolute discretion), will notdirectly or indirectly disclose the terms and conditions of this Lease to any other tenant or prospective tenant of theBuilding or to any other person or entity other than Tenant's employees and agents who have alegitimate need toknow such information (and who will also keep the same in confidence).19.24 Construction of Lease and Terms.The terms and provisions of this Lease represent the results of negotiations between Landlord and Tenant,each ofwhich are sophisticated parties and each ofwhich has been represented or been given the opportunþ to berepresented by counsel of its own choosing, and neither of which has acted under any duress or compulsion, whetherlegal, economic or otherwise. Consequently, the terms and provisions of this Lease must be interpreted andconstrued in accordance with their usual and customary meanings, and Landlord and Tenant each waive theapplication of any rule of law that ambiguous or conflicting terms or provisions contained in this Lease are to beinterpreted or construed against the party who prepared the executed Lease or any earlier draft of the same.Landlord's submission of this instrument to Tenant for examination or signature by Tenant does not constitute areservation of or an option to lease and is not effective as a lease or otherwise until Landlord and Tenant bothexecute and deliver this Lease. The parties agree that, regardless of which parly provided the initial form of thisLease, drafted or modified one or more provisions of this Lease, or compiled, printed or copied this Lease, thisLease is to be construed solely as an offer from Tenant to lease the Premises, executed by Tenant and provided toLandlord for acceptance on the terms set forth in this Lease, which acceptance and the existence of a bindingagreement between Tenant and Landlord may then be evidenced only by Landlord's execution of this Lease.19.25 Waiver of Jury Trial.Landlord and Tenant each unconditionally waives any right to trial by jury to resolve any claim asserted inconnection with any matter arising in connection with this Lease, the Premises, the Property or use or occupancy ofthe Premises.52258\01000\002983s6.DOC.V3 STD2l
Landlord and Tenant each caused this Lease to be executed and delivered by its duly authorizedrepresentative to be effective as of the Eflective Date.LANDLORD:SOUTH LIND SQUARE, LLC, AWashington limited liability companyThe Brett C. Duffy TrustManaging MemberBy:Its:By:Its:CaCarla KirkebyCo-TrusteeTENANT:BLUEPEARL WASHINGTON, LLC, alimited liability companyIts:F\^ ^r\o.4,4-AC)52258\01000\00298356.DOC.V3 STD22
SláEOnCALIFORI\IA ALL-PURPO SETIFICATE OF ACKNOWLEDGMENTSrate ofCounty ofme.(¡lrÊ mscrl nüm ûnd titlc oflhrpersonally appearedwho proved to me on the basis ofevidcnce to be the person(s) whose name(s) is/are subscribed tothe within inslrument and acknowledgedthat he/she/they executed the same in his/her/their âuthorizedcapacity(ies), and that by his/her/thciron thc instrument the person(s). or the entity upon behatf ofwhich the person(s) acted. executed theI certify urrder PFNALTY Of PIRJURY under¡s tnrc and correct.of the State ol'Calífornia that the f'oregoing paragraphWl1-NESS my hand and official seal.Srgnature cf Nûtåry PublicScal ),{,DDITIONAL OPTIONALTIONFOR COMPLETINC THIS FORMinf uløotledg*cntin Calilrnù awst canlüiu ßrbidg( crsçil]'aÃDËSCRI PT'ION Of.- ]'HË AI-I'A(:HËD Í)OCU MENI'('l'itìr or d$crìÞrion ot'attæhsd dtrumcDt)('lil¡c of {jescnFlion of anachcd dtrmcnf continsd)Number of llages _ Documenl [)âte_(Aùlitional inf'onnation)CAPACITY CLAIMED BY THE SIGNERLl Individual (s)D Corporate Ofliccr(Tit¡clfl Pârtner{s)n Attomey-in-FactfJ Trustee(s)l]l Other200R Version CAPÅ. vl2, 10.0? 800-873-9865 r*r*.Notan{lasscs,comøp¡tars aløve ir the t otùn'or d Í¿lßta¡. øclatøúedgueil Jont Dn tt lvpro¡erly eoupleted andto thut ¿(Knn¿nt. lhe onl¡ ex'eptíon n ( adocuÐÈn, ¡t Io bz frc<il.ledCalìlonia. ln swh in¡lønces. an¡,alltmativackrørledgmc nt vrhisçc ßterbiu¡p does no! rcqrite lheCø$brnia (Le. ceÍttÍ)rnr tlrcdocrøønt cø.efully þt- ¡røperüqon suclt a dacwreut so long as thenôlùr)'¿lo. St¡tc â[d Count¡- ilfomation nurt bd the Skìtc and County s.hcrc tle tlæumøtsigncr(s) f*y$onûlly ûppcücd bclore flE nolilry D¡bhc for ûcknalvlcdgm$L. Dale ofnobrizalìan musl lx llK diìtc llrî1 {ùc signcr(s} perruDallv a¡r¡eared u.hichmust flls [t thr ilmc d¿tc thr ucknortlcdgmerl is completcd.. Thc nol'tû public must print his or hc¡ ¡amr ss it appcars rvirhin hir or hcrc<¡mr¡ission ftrllos'cd bv a commâ a¡d thcn your fítlc (notary puhlic¡.. Prirrr thc nmrc(sf ol dmmcrf $ignd$) $"lu pemnallv appur a( thù riñc ofn{{i[rzãtton. lndicote rhe ø¡rcr singuls d plwâl fbms try crotsiñB off inço¡TÈct fÒrm¡ lì,e.åd{heltheï- is /m } or circling the cann't lo¡ms Failu¡e to comrtly indrcãtc thisiofonnaljon mây lci¡d ¡o rc¡cchotr ofdoçumcnt rscordÍnt¡ The nol¡ry seal iñpression musl bc clea and phctogmphicallv rcproducible.lmprcssion musr mr covct acxt ôr lines. lf sç¡l imprcssion smudgcs. le-söl if asuflcieît area pcmits, oihe^vix cofr¡tlctÊ n diffêænt âcknos4edgre¡t form.. Sigmtu¡r of thc not¡ry ÍJüblic must nmtch thc sigmture on lilc with úc oflìce oitlc county çlqk.I Additionul ¡nfomation lr not rcquircd but cou¡d help ¡o ensur8 rhis¡ck¡Õrvledgmcnt rs not mFuscd or ahælpd to c diffefenl documcnt.I ln¡liculc tillc o¡ rype of stlachrd druffil numbcr of psgcs and dâfß.+ lndrcaÊ thr capacitt éìatmcd by thc sigrcr. f[ $e clîIilìed câpâc¡t! is ácorporat€ offi6, indiste the title (i.c. CEO, Cl.O, Sæ¡eláry).. Secr¡rcly a[a4h this dæur¡ont to the stgned dæumerr52258\01000\00298356.DOC.V3 STD23
GALIFORNIA ALL.PURPOSE ACKNOWLEDGMENTctvtl coDE s 1r89A notary public or other officer completing this certificate verifies only the identig of the individual who signed thedocument to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.State ofCounty ofOnÐDatepersonally appearedbefore me,Uudveu Øl,ta,q Nor¡,Bu ?waÈ( ,oni* kHere /nseldNa mè anatr¡tÉ of the ofh4erirVp.ht t*{^qd o.f Sisner(s)who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/aresubscribed to the within instrument and acknowledged to me that he/she/they executed the same inhis/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s),or the entity upon behalf of which the person(s) acted, executed the instrument.I certify under PENALTY OF PERJURY under the lawsof the State of Californía that the foregoing paragraphis true and conect.WITNESS myofficialSignatureNotaryPlace Notary Seal AboveOPTIONALThough ff¡is sectrbn is optional, completing this information can deter alteration of the document orfraudulent reattachment of this form to an unintended document.Description of Attached DocumentTitle or Type of Document:Document Date:Number of Pages:Signerþ Other Than Named Above:Gapacity(ies) Claimed by Signer(s)Signer's Name:Signer's Name:D Corporate Officer - Title(s):flCorporate Officer - Title(s):n Partner - tr Limited E GeneralI lndividual E Attomey in FactI Trustee fl Guardian or ConservatorE Partner - tr Limited t Generaltr lndividual tr Attorney in FactI Trustee I Guardian or ConservatorflOther:D Other:Signer ls RepresentingSigner ls Representing:@2015 National Notary Association . www.NationalNotary.org . 1-800-US NOTARY (1-800-876-6827) ltem #5907Commission * 2124218llot ry Public - Calilorni¡Los Aneclos CountyAUDREY G
STATE OFSS.COLINTY OFI certi$ that I know or have satisfactory evidence that the person appearing before me and making thisacknowledgment is the person whose true signature appears on this document.)))On this day ofme known to be the2015, before me personally appearedtoof BluePearl lVashington, LLC, a Florida limited liability company, thelimited liability company that executed the within and foregoing instrument, and acknowledged the said instrumentto be the free and voluntary act and deed of said limited liability company, for the uses and purposes thereinmentioned, and on oath stated that he/she was authorized to execute said instrument.WITNESS my hand and official seal hereto affixed the day and year fnst above written.Notary Public in and for the State ofatresidingMy commission expires:[Type or Print Notary Name]This Space for Notarial Seal Stamp)52258\01000\00298356.DOC.V3 STD24
EXHIBIT ADEFINITIONS"Additional Rent" means any charge, fee or expense (other than Basic Rent) payable by Tenant under thisLease, however denoted."Affiliate" means any person that, directly or indirectly, controls, is controlled by or is under commoncontrol with Tenant. For purposes of this definition, "control" means possessing the power to direct or cause thedirection of the management and policies of the entþ by the ownership of a majority of the voting interests of theentity."Alteration" means any change, alteration, addition or improvement to the physical structure of thePremises or Property."Bankruptcy Code" means the United States Bankruptcy Code as the same now exists and as the samemay be amended, including any and all rules and regulations issued pwsuant to or in connection with the UnitedStates Bankruptcy Code now in force or in effect after the Effective Date."Basic Rent" means the basic rent amounts specified in the Basic Terms."Basic Termst' means the terms of this Lease identified as the "Basic Terms" before Article I of theLease."Building" means the building in which the Premises is located approximately as shown Exhibit C (the"Site Plan")."Buildings" means the Building and the other buildings to be constructed or located at or on the Properlyapproximately as shown on the Site Plan."Property Rules" means those certain rules attached to this Lease as Exhibit F, as Landlord may amendthe same from time to time."Business Days" means any day other than Saturday, Sunday or a legal holiday in the State."Certificate of Occupancy" means a certificate of occupancy or similar document or permit (whetherconditional, unconditional, temporary or permanent) that must be obtained from the appropriate governmentalauthority as a condition to a tenant's lawful occupancy of space in the Building.t'City" means Renton, Washington."Claims" means all claims, actions, demands, liabilities, damages, costs, penalties, forfeitures, losses orexpenses, including, without limitation, reasonable attorneys' fees and the costs and expenses of enforcing anyindemnification, defense or hold harmless obligation under the Lease.t'Commencement Date" means December l, 2015"Commencement Date Memorandum" means the form of memorandum attached to the Lease asExhibit E.t'Common Area" means the parking area, driveways, exteriors of Buildings (including roof membranes),curbs, common utility facilities, multitenant corridors, landscaped areas, storm water detention facilities andequipment (whether elevated within or outside the Propefly), and other exterior areas of the Property Landlord maydesignate from time to time as common area."Condemning Authority" means any person or entity with a statutory or other power of eminent domain."Control" means the possession of the power to direct or cause the direction of the management andpolicies of Tenant, whether through ownership of voting securities, by contract or otherwise."County" means King County, Vy'ashington."Delivery Date" means the target date for Landlord's delivery of the Premises to Tenant, which is thedelivery date specified in the Basic Terms. For purposes hereof, it shall also be the Commencement Date."Effective Date" means the date Landlord executes this Lease."Entity" means any Person not a natural person."Event of Default" means the occuTrence of any of the events specified in Section 14.1 of the Lease."Floor Plan" means the floor plan attached to the Lease as Exhibit D52258\01000\00298356.DOC.V3 STDA-l
"Force Majeure" means acts of God; strikes; lockouts; labor troubles; inabilþ to procure materials;inclement weather; governmental laws or regulations; casualty, orders or directives of any legislative,administrative, or judicial body or any governmental department; inability to obtain any govenìmental permits,licenses, permissions or authorizations (despite commercially reasonable pursuit of such permits, licenses,permissions or authorizations); and other similar or dissimilar causes beyond Landlord's reasonable control."Guarantor(s)" means any person or entity at any time providing a gvararÍy of all or any part of Tenant'sobligations under this Lease."Hazardous Materials" means arìy of the following, in any amount: (a) any petroleum or petroleumproduct, asbestos in any form, urea formaldehyde and polychorinated biphenyls; (b) any radioactive substance; (c)any toxic, infectious, reactive, corrosive, ignitable or flammable chemical or chemical compound; and (d) anychemicals, materials or substances, whether solid, liquid or gas, defined as or included in the definitions of"hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous wastes," "restrictedhazardous wastes," "toxic substances," "toxic pollutants," "solid waste," or words of similar import in any federal,state or local statute, law, ordinance or regulation now existing or existing on or after the Effective Date as the samemay be interpreted by government offices and agencies.ttHazardous Materials Laws" means any federal, state or local statutes, laws, ordinances or regulationsnow existing or existing after the Efïective Date that control, classiff, regulate, list or define Hazardous Materials orrequire remediation of Hazardous Materials contamination.t tlmprovementst t means the Tenant Improvements.ttlncludingtt and ttincludingtt means "including but not limited to.""Land" means that certain real property legally described on the attached Exhibit B."Landlord" means only South Lind Square, LLC, a Washington limited liability company, or itssuccessors or assigns as the record holder of fee simple title to the Properry at the time in question."Landlord Parties" means Landlord and Property Manager and their respective officers, directors,partners, shareholders, members and employees.ttlawstt means any law, regulation, rule, order, statute or ordinance of any governmental or private entþin effect on or after the Effective Date and applicable to the Property or the use or occupancy of the Property,including, without limitation, Hazardous Materials Laws, Property Rules and Permitted Encumbrances.'il,ease" means this Multi-Tenant Lease Agreement, as the same may be amended or modified after theEffective Date.t'Mâximum Rate" means interest at arate equal to the lesser of l8%o per annum and the maximum interestrate permitted by law.ttMortgagett means any mortgage, deed of trust, ground lease, "sl,nthetic" lease, securþ interest or othersecurþ document of like nature that at any time may encumber all or any part of the Property and any replacements,renewals, amendments, modifications, extensions or refinancings thereof, and each advance (including futureadvances) made under any such instrument."Mortgagee" means the beneficial owner of any encumbrance created by a Mortgage."Net Rent" means all rental Landlord actually receives from any reletting of all or any part of thePremises, less any indebtedness from Tenant to Landlord other than Rent (which indebtedness is paid first toLandlord) and less the Re-entry Costs (which costs are paid second to Landlord)."Notices" means all notices, demands or requests that may be or are required to be given, demanded orrequested by either party to the other as provided in the Lease."Operating Expenses" means all expenses Landlord incurs in comection with maintaining, repairing andoperating the Property, as determined by Landlord's accountant in accordance with generally accepted accountingprinciples consistently followed, including, but not limited to, the following: all Property Taxes; insurancepremiums and deductible amounts under any insurance policy; maintenance and repair costs; steam, electricity,water, sewer, gas and other utility charges and the costs of providing such utilities; fuel; lighting; window washing;janitorial services; trash and rubbish removal; property association fees and dues and all payments under anyPermitted Encumbrance (except Mortgages and liens) affecting the Properfy; wages payable to persons at the levelof manager and below whose duties are connected with maintaining and operating the Properfy (but only for theportion of such persons' time allocable to the Properfy), together with all payroll taxes, unemplolment insuraace,vacation allowances and disability, pension, profit sharing, hospitalization, retirement and other so-called "fringebenefits" pai<!, in connection with such persons (allocated in a manner consistent with such persons' wages); amountspaid to contractors or subcontractors for work or services performed in connection with maintaining and operatingthe Properfy; all costs of supplies and materials used in connection with maintaining, repairing and operating theProperty; any expense imposed upon Landlord, its contractors or subcontractors pursuant to Laws or pursuant to anycollective bargaining agreement covering such employees; all services, supplies, repairs, replacements or otherexpenses for maintaining and operating the Property; costs of complying with Laws; reasonable management fees;-a¡d such other expenses as may ordinarily be incured in cormection with maintaining and operating a complex52258\01 000\00298356.DOC.V3 STDA-2
similar to the Property.;. The term "Operating Expenses" also includes expenses Landlord incurs in connection withpublic sidewalks adjacent to the Property, any pedestrian walkway system (either above or below ground) and anyother public facility to which Landlord or the Property is from time to time subject in connection with operating theProperty and all costs incurred by Landlord in connection with transportation management for the Properlyincluding payrnents to or for public transit, shuttles, car pooling facilities, a transportation manager or otherwise.The term "Operating Expenses" does not include the cost of any capital improvement to the Property other thanreplacements required for normal maintenance and repair; the cost of repairs, restoration or other work occasionedby fre, windstorm or other insured casualty other than the amount of any deductible under any insurance policy(regardless whether the deductible is payable by Landlord in connection with a capital expenditure); expensesLandlord incurs in connection with leasing or procuring tenants or renovating space for new or existing tenants;legal expenses incident to Landlord's enforcement of any lease; interest or principal payments on any Mortgage orother indebtedness of Landlord; or allowance or expense for depreciation or amortization. Notwithstanding theforegoing, if Landlord installs equipment in, or makes improvements or alterations to, the Propefy to reduce energy,maintenance or other costs (or probable increases in such costs), or to comply with any Laws, or for the generalbenefit and convenience of tenants of the Properfy, Landlord may include in Operating Expenses reasonable chargesfor interest paid on the investment and reasonable charges for depreciation of the investment so as to amortize theinvestment over the reasonable life of the equipment, improvement or alteration on a straight line basis."Permitted Encumbrances" means all Mortgages, liens, easements, declarations, including anyencumbrances, Çovenants, conditions, reservations, restrictions and other matters now or after the Effective Dateaffecting title to the Property."Permitted Use" means the use permitted pursuant to Section 4.1t'Person" and "person" means and includes any natural person, corporation, firm, partnership, limitedpartnership, limited liability company, limited liability partnership, trust, estate, unincorporated organization or otherlegal or business entity, however designated or constituted."Premises" means that certain space situated in the Building shown and designated on the Floor Plan anddescribed in the Basic Terms."Property" means, collectively, the Land, any Buildings and all other improvements on the Land."Property Manager" means any agent Landlord appoints to manage the Property.'rProperty Taxestt means any general real property tax, improvement tax, assessment, special assessment,reassessment, transportation management fee or charge, commercial rental tax, tax, in lieu tax, lely, charge, penaþor similar imposition imposed by any authority having the direct or indirect power to tax, including but not limitedto, (a) any city, county, state or federal entity, (b) any school, agricultural, lighting, drainage or other improvementor special assessment district, (c) any governmental agency, or (d) any private entity having the authority to assessthe Property under any of the Permitted Encumbrances. The term "Property Taxes" includes all charges or burdensof every kind and nature Landlord incurs in connection with using, occupying, owning, operating, Ieasing orpossessing the Property, without particularizing by any known name and whether any of the foregoing are general,special, ordinary, extraordinary, foreseen or unforeseen; any tax or charge for fire protection, street lighting, streets,sidewalks, road maintenance, refuse, sewer, water or other services provided to the Property. The term "PropertyTaxes" does not include Landlord's state or federal income, franchise, real estate transfer, estate or inheritance taxes,or any fine, penalty or cost attributable to delinquent payment thereof. Iflandlord is entitled to pay, and elects topay, aîy of the above listed assessments or charges in installments over a period of two or more calendar years, thenonly such installments of the assessments or charges (including interest thereon) as are actually paid in a calendaryear will be included within the term "Propefy Taxes" for such calendar year."Re-entry Costs" means all costs and expenses Landlord incurs re-entering or reletting all or any part ofthe Premises, including, without limitation, all costs and expenses Landlord incws (a) maintaining or preserving thePremises after an Event of Default; (b) recovering possession of the Premises, removing persons and properfy fromthe Premises (including, without limitation, court costs and attorneys' fees) and storing such properfy; (c) reletting,renovating or altering the Premises; (d) real estate commissions, advertising expenses and similar expenses paid orpayable in connection with reletting all or any part of the Premises; and (e) the value of free rent and otherconcessions Landlord gives in connection with re-entering or reletting all or any part of the Premises."Rent" means, collectively, Basic Rent and Additional Rent."Rent Commencement Datett means the Commencement Date"State" means the State of Washington."Structural Alterations" means any Alterations involving the structwal, mechanical, electrical, plumbing,fire/life safety or heating, ventilating and air conditioning systems of the Building."Substantial Completion" means either (a) the date a Certifìcate of Occupancy is issued for the Premisesor (b) if the Cþ or other appropriate authority does not require that a Certificate of Occupancy or other similardocument be issued for the Premises, the date Tenant is reasonably able to occupy and use the Premises for itsintended purposes; provided, however, that if either of the events subparagraph (a) or (b) describes is delayed orprevented because of work Tenant is responsible for performing in the Premises, "Substantial Completion" meansthe date that Landlord has performed all oflandlord's work that is necessary for either ofthe events subparagraph52258\01000\00298356.DOC.V3 STDA-3
(a) or (b) describes to occur and Landlord has made the Premises available to Tenant for the performance ofTenant's work."Taking" means the exercise by a Condemning Authority of its power of eminent domain on all or anypart of the Property, either by accepting a deed in lieu of condemnation or by any other manner."Tenant" means the tenant identifred in the Lease and such Tenant's permitted successors and assigns. Inany provision relating to the conduct, acts or omissions of"Tenant," the term "Tenant" includes the tenant identifiedin the Lease and such Tenant's agents, employees, contractors, invitees, successors, assigns and others using thePremises or on the Property with Tenant's expressed or implied permission."Tenant Delays" means any delay caused or contributed to by Tenant.ttTenantts Improvementstt means all initial improvements to the Premises."Tenant's Share of Operating Expenses" means the product obtained by multiplying the amount ofOperating Expenses for the period in question by the Tenant's Share of Operating Expenses Percentage."Tenant's Share of Operating Expenses Percentage" means the percentage specified in the BasicTerms, as such percentage may be adjusted if the total rentable square footage of the Building changes, in whichcase Tenant's Share of Operating Expenses Percentage shall mean the percentage computed by (a) dividing therentable square feet of the Premises by the total rentable square feet of the Building."Term" means the initial term of this Lease specified in the Basic Terms and, if applicable, any RenewalTerm then in effect.ttTransfertt means an assignment, mortgage, pledge, transfer, sublease, license or other encumbrance orconveyance (voluntarily, by operation of law or otherwise) of this Lease or all or any portion of the Premises or anyinterest in this Lease or all or any portion of the Premises. The term "Transfer" also includes any assignment,mortgage, pledge, transfer or other encumbering or disposal (voluntarily, by operation of law or otherwise) of anyownership interest in Tenant or any Guarantor that results or could result in a change of control of Tenant or anyGuarantor."Transferee" means the Person to whom Tenant makes a Transfers2258\01000\00298356.DOC.V3 STDA-4
EXIIIBIT BLEGAL DESCRIPTION OF LANDSOUTH LIND SOUARE PHASE ILot 7 of Koll Business CenterlRenton, as per plat recorded in Volume 114 of plats, on pages 15 and 16, records ofKing County;Situated in the City of Renton, County of King, State of Washington.SOUTH LIND SOUARE PHASE IILot I of the Cþ of Renton lot line adjustments No. LLA-005-86, as recorded under King County recording No861 1039003, records ofKing County;(Also known as a portion of Lot 8 of Koll Business CenterlRenton), as per plat recorded in Volume i 14 of plats,pages 15 and 16, records ofKing County;Situated in the City of Renton, County of King, State of Washinglon.52258\01 000\00298356.DOC.V3 STDStd Form Multitenant Industrial LeaseB-l
EXHIBIT CSITE PLANN-û-l-SW 41sr SrREer3a{rl:z1rlO=Jm-52258\0 I 000\00298356 DOC.V3 STD- ^ -*1"Bu¡mruc BBurmrruc AIStd Form Multitenant Industrial Leasec-1
Tr¡¡. A¡¡nown. Coupnxv, INc.41 5 BAKER BoULEVARÞ, SUITË 2OOSEA1-rLE, WASHINGToN 981 88Pnone 206-244-0770l4lêþ www.andover.com52258\01000\00298356.DOC.V3 STD2LËAstNG lruroRn¡RlotMIKE HEMPHILLJrM BtssÊT206-336-532s206-336-5334EXHIBIT DFLOORPLANEì=tã:tltçìit=t3lSW 41ST STREETN+Gffi-3ØuJ,zula=Jlffiûl1t1r1l+l+11{Con¡H¡ot'¡AnrnÍr11d:lJ'-1'Çiü{f!14! 1'1,840 RSFAvRrmnlet24'S!12-1^!t7-ü:Pl0'2û'N+l/Bu: i'-0u0' 5'Std Form Multitenant Industrial LeaseD-l
EXHIBIT ESouth Lind SquareRenton, WashingtonCOMMENCEMENT DATE MEMORAI\DT]MTHIS MEMORANDUM is made and entered into as ofby and between("Landlord") and("Tenant").RECITALS:1Landlord and Tenant are parly to a certain Multitenant Office Lease Agreement dated as ofI ("Lease"), relating to certain premises ("Premises") located in the building commonly known as"] located at("Building").2. Landlord and Tenant desire to confirm the Commencement Date and Rent Commencement Date(as such terms are defined in the Lease) and the date the Term of the Lease expires.ACKNOWLEDGMENTS:Pursuantto Section 1.2.3 of the Lease and in consideration of the facts set forth inthe Recitals, Landlordand Tenant acknowledge and agree as follows:1. All capitalized terms not otherwise defined in this Memorandum have the meanings ascribed tothem in the Lease.2. The Commencement Date under the Lease is-tThe Rent Commencement Date r¡nder the Lease is4. The Term of the Lease expires onaccordance with the terms and conditions of the Lease., unless the Lease is sooner terminated inLandlord and Tenant each caused this Memorandum to be executed by its duly authorized representative asof the day and date written above. This Memorandum may be executed in counterparts, each of which is an originaland all of which constitute one instrument.LANDLORDBy:Name:Its:TENANT:By:NameIts;52258\01000\00298356.DOC.V3 STDStd Form Multitenant Industrial LeaseE-1
12.-)67EXHIBIT FPROPERTY RULESNo sign, placard, picture, advertisement, name or notice shall be installed or displayed on any part of theoutside or inside of the Building without prior written consent of the Landlord. Landlord shall have theright to remove, at Tenant's expense and without notice, any sign installed or displayed in violation of thisrule. All approved signs or lettering on doors and walls shall be printed, painted, affixed or inscribed at theexpense ofTenant by a person chosen by Landlord.If Landlord objects in writing to any curtains, blinds, shades, screens or hanging plants or other similarobjects attached to or used in connection with any window or door of the Premises, Tenant shallimmediately discontinue such use. No awning shall be permitted on any part of the Premises. Tenant shallnot place anything against or near glass partitions or doors or windows, which may appear unsightly fromoutside the Premises.Tenant shall not obstruct any sidewalk, halls, passages, exists, entrances, elevators, escalators, or stairwaysof the Building. The halls, passages, exits, enfance, shopping malls, elevators, escalators, and stairwaysare not open to the general public. Landlord shall in all cases retain the right to control and prevent accessthereto of all persons whose presence in the judgment of Landlord would be prejudicial to the safety,character, reputation and interest of the Building and its tenants; provided that nothing herein containedshall be construed to prevent such access to persons with whom any tenant normally deals in the ordinarycourse of its business, unless such persons are engaged in illegal activities. No tenant and no employee orinvitee of any tenant shall go upon the roof of the Building.4. Intentionally deleted.5Landlord will fumish Tenant, free of charge, two keys to each door lock in the Premises. Landlord maymake reasonable charge for any additional keys. Tenant shall not make or have made additional keys, andTenant shall not alter any lock or install a new additional lock or bolt on any door of its Premises. Tenant,upon the termination of its tenancy, shall deliver to Landlord the keys of all doors which have beenfurnished to Tenant, and in the event of loss of any keys so furnished, shall pay Landlord therefor.If Ten¿mt requires telegraphic, telephonic, burglar alarm or similar services, it shall fust obtain, and complywith Landlord's instructions for their installation.Tenant shall not place a load upon any floor ofthe Premises, which exceeds the load per square foot whichsuch floor was designed to carry and which is allowed by law. Landlord shall have the right to prescribethe weight, size and position of all equipment, materials, furniture or other propeúy brought into theBuilding. Heavy objects shall, if considered necessary by Landlord, stand on such platforms as determinedby Landlord to be necessary to properly distribute the weight. Business machines and mechanicalequipment belonging to Tenant, which cause noise or vibration that may be transmitted to the structure ofthe Building or to any space therein or to any other tenant in the Building, shall be placed and maintainedby Tenant, at Tenant's expense, on vibration eliminators or other devices sufficient to eliminate noise orvibration. The persons employed to move such equipment in or out of the Building must be acceptable toLandlord. Landlord will not be responsible for loss of, or damage to, any such equipment or other propertyfrom any cause, and all damage done to the Building by maintaining or moving such equipment or otherproperty shall be repaired at the expense ofTenant.Tenant shall not use or keep in the Premises any kerosene, gasoline or inflammable or combustible fluid ormaterial other than those limited quantities necessary for the operation or maintenance of office equipment.Tenant shall not use or permit to be used in the Premises any foul or noxious gas or substance, or permit orallow the Premises to be occupied or used in a manner offensive or objectionable to Landlord or otheroccupants ofthe building by reason ofnoise, odors or vibrations nor shall Tenant bring into or keep in orabout the Premises any birds or animals.9. Tenant shall not use any method of heating or air-conditioning other than that supplied by Landlord.l0Tenant shall not waste electricity, water or air-conditioning and agrees to cooperate fully with Landlord toassure the most effective operation of the Building's heating and air-conditioning and to comply with anygovernmental energy-saving rules, laws or regulations of which Tenant has actual notice.11Landlord reserves the right, exercisable without notice and without liability to Tenant, to change the nameand street address of the Building.12. Intentionally deleted.13Tenant shall close and lock the doors of its Premises and entirely shutoff all water faucets or other waterapparatus, and electricþ, gas or air outlets before Tenant and its employees leave the Premises. Tenantshall be responsible for any damage or injuries sustained by other tenants or occupants of the Building orby Landlord for noncompliance with this rule.14.The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose otherthan that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown8.52258\01000\00298356.DOC.V3 STDF-l
20.therein. The expenses of any breakage, stoppage or damage resulting from the violation of this rule shallbe borne by the tenant who, or whose employees or invitees, shall have caused it.t5Tenant shall not sell, or permit the sale at retail, of newspapers, magazines, periodicals, theater tickets orany other goods or merchandise to the general public in or on the Premises. Tenant shall not make anyroom-to-room solicitation of business from other tenants in the Building. Tenant shall not use the Premisesfor any business or activity other than that specifically provided for in Tenant's Lease.t6.Tenant shall not install any radio or television antenna, loudspeaker or other device on the roofor exteriorwalls of the Building. Tenant shall not interfere with radio or television broadcasting or reception from orin the Building or elsewhere.t7Tenant shall not mark, drive nails, screws or drill into the partitions, woodwork or plaster or in any waydeface the Premises or any part thereof. Landlord reserves the right to direct electricians as to where andhow telephone and telegraph wires are to be introduced to the Premises. Tenant shall not cut or bore holesfor wires. Tenant shall not affix any floor covering to the floor of the Premises in any manner except asapproved by Landlord. Tenant shall repair any damage resulting from noncompliance with this rule.18.Tenant shall not install, maintain or operate upon the Premises any vending machine without the writtenconsent ofLandlord.19Canvassing, soliciting and distribution of handbills or any other written material, and peddling in theBuilding are prohibited, and each tenant shall cooperate to prevent the same.Landlord reserves the right to exclude or expel from the Building any person who, in Landlord's judgment,is intoxicated or under the influence of liquor or drugs or who is in violation of any of the Rules andRegulations of the Building.2r.Tenant shall store all its trash and garbage within its Premises. Tenant shall not place in any trash box orreceptacle any material, which cannot be disposed of in the ordinary and customary manner of trash andgarbage disposal. All garbage and refuse disposal shall be made in accordance with direction issued fromtime to time by Landlord.22The Premises shall not be used for the storage of merchandise held for sale to the general public, or forlodging or for manufacturing of any kind, nor shall the Premises be used for any improper or immoral orobjectionable purpose. No cooking shall be done or permitted by any tenant on the Premises, except thatuse by Tenant of Underwriters' Laboratory approved equipment for brewing coffee, tea, hot chocolate andsimilar beverages shall be permitted, provided that such equipment and use is in accordance with allapplicable federal, state, county and cþ laws, codes, ordinances, rules and regulations.Tenant shall not use in any space or in the public halls of the Building any hand truck except thoseequipped with rubber tires and side guards or such other material-handling equipment as Landlord mayapprove. Tenant shall not bring any other vehicles of any kind into the Building.V/ithout the written consent of Landlord, Tenant shall not use the name of the Building in connection withor in promoting or advertising the business of Tenant except as Tenant's address.fenant shall comply with all safety, fire protection and evacuation procedures and regulations establishedby Landlord or any governmental agency.Tenant assumes any and all responsibility for protecting its Premises from theft, robbery and pilferagewhich includes keeping doors locked and other means of entry to the Premises closed.Tenant shall not park its vehicles in the parking areas designated by Landlord as areas for parking byvisitors to the Building. Tenant shall not leave vehicles in the Building parking areas overnight nor parkany vehicles in the Building areas other than automobiles, motorcycles, motor driven or non-motor drivenbicycles or four-wheeled trucks.28.Landlord may waive any one or more of these Rules and Regulations for the benefit of Tenant or any othertenant, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations infavor of Tena¡t or any other tenant, nor prevent Landlord from thereafter enforcing any such Rules andRegulations against any or all of the tenants of the Building.29.These Rules and Regulations are in addition to, and shall not be construed to in any way modi$ or amend,in whole or in part, the terms, covenants, agreements and conditions of any lease of premises in theBuilding.23.24.25.26.27.52258\01000\00298356.DOC.V3 STDF-2
30.3lLandlord reserves the right to make such other and reasonable Rules and Regulations as, in its judgmentmay from time to time be needed for safety and security, for care and cleanliness of the Building and forthe preservation of good order therein. Tenant agrees to abide by all such Rules and Regulationshereinabove stated and any additional rules and regulations, which are adopted.Tenant shall be responsible for the observance of all of the foregoing rules by Tenant's employees, agents,clients, customers, invitees and guests.52258\01000\00298356.DOC.V3 STDF-3
EXHIBIT GINTENTIONALLY DELETED52258\01000\00298356 DOC V3 STDG-1
EXHIBIT HTENANT IMPROVEMENTSTENANT WORK LETTERThis Work Letter to This Work Letter to Standard Lease ("Work Lettêr") shall set forth the terms and conditionsrelating to the construction of the Premises. All references in this Vy'ork Letter to the "Lease" shall mean the relevantportions of the Lease to which this Work Letter is attached as E¡hlþ{-D.SECTION 1GENERAL CONSTRUCTION OF THE PREMISESTenant shall accept (i) the base, shell, and core of the Premises and of the floor of the Building on which thePremises is located (collectively, the "Base. Shell. and Core") and (ii) the Premises in their current UAS IS" conditionexisting as of the date of the Lease and the Commencement Date. Except for the Tenant Improvement Allowancedescribed in this Work Letter, Landlord shall not be obligated to make or pay for any alterations or improvements to thePremises, the Building or Real Property.SECTION 2TENANT IMPROVEMENTS2.1 Tenant Improvement Allowance. Tenant shall be entitled to a one-time tenant improvement allowance(the "Tenant Improvement Allowance") in the amount of up to, but not exceeding $15.00 per square foot of Rentable Areaof the Premises ($27,600.00) to help Tenant pay for the costs of the design, permitting and construction of Tenant's initialimprovements which are permanently affixed to the Premises (collectively, the "Tenant Improvements"); provided,however, that Landlord shall have no obligation to disburse all or any portion of the Tenant Improvement Allowance toTenant unless Tenant makes a request for disbursement pursuant to the terms and conditions of Section 2.2 below prior tothat date which is eighteen (18) months after the Commencement Date (as such term is defined in Exhibit A to the Lease).In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in a total amount whichexceeds the Tenant Improvement Allowance. Tenant shall be entitled to no credit for any unused portion of the TenantImprovement Allowance.2.2 Disbursement of the Tenant Improvement Allowance.2.2.1 Tenant Improvement Allowance ltems. Except as otherwise set forth in this Work Letter, theTenant Improvement Allowance shall be disbursed by Landlord only for the following items and costs (collectively the"Tenant Improvement Allowance Items"):2.2.1.1 Payment of (i) the fees of the Architect and the Engineers (as such terms are definedbelow), which fees shall, notwithstanding anything to the contrary contained in this Work Letter, not exceed an aggregateamount equal to $.015 per square foot of Rentable Area of the Premises, and (ii) the fees incuned by, and the cost ofdocuments and materials supplied by, Landlord and Landlord's consultants in connection with the preparation and reviewof the Construction Drawings (as defined below);2.2.1.2 The payment of plan check, permit and license fees relating to construction of theTenant Improvements;2.2.1.3 The cost of construction of the Tenant Improvements, including, without limitation,testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors' fees and generalconditions;2.2.1.4 The cost of any changes in the Base, Shell, and Core work when such changes arerequired by the Construction Drawings (including if such changes are due to the fact that such work is prepared on anunoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses incurred in connectiontherewith;52258\0r000\00298356.DOC.V3 STDH-l
2.2.1.5 The cost of any changes to the Construction Drawings or Tenant Improvementsrequired by applicable laws and building codes (collectively, "Code");2.2.1.6 Sales and use taxes;2.2.1.7 The "Coordination Fee," as that term is defined in Section 4.2.2.2 of this WorkLetter; and2.2.1.8 All other costs to be expended by Landlord in connection with the design,permitting and construction of the Tenant Improvements.2.2.2 Disbursement of lenant Improvement Allowance. During the construction of the TenantImprovements, Landlord shall make disbursements of the Tenant Improvement Allowance for Tenant ImprovementAllbwance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant asfollows.2.2.2.1 Monthly Disbursements. From time to time during the construction of the TenantImprovements (but no more frequently than monthly), Tenant shall deliver to Landlord: (i) a request for payment of theContractor (as defined below), approved by Tenant, in a form to be provided by Landlord, showing the schedule, by trade,of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed andthe portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost ofthe work to be completed complies with the terms of the Construction Budget (as defined below); (ii) invoices from all ofTenant's Agents (as defined below) for labor rendered and materials delivered to the Premises; (iii) executed mechanic'slien releases from all of Tenant's Agents which shall comply with the appropriate provisions, as reasonably determined byLandlord, of applicable V/ashington law; and (iv) each of the general disbursement items referenced in Section 2.2.2.2below, and all other information reasonably requested by Landlord. Tenant's request for payment shall be deemedTenant's acceptance and approval of the work fumished and/or the materials supplied as set forth in Tenant's paymentrequest. Following Landlord's receipt of a completed disbursement request submission, Landlord shall deliver a check toTenant made jointly payable to Contractor and Tenant in payment of the lesser of: (A) the amounts so requested byTenant, as set forth in this Section2.2.2.l, above, less a ten percent (10%) retention (the aggregate amount of suchretentions to be k¡own as the "Final Retention"), and (B) the balance of any remaining available portion of the TenantImprovement Allowance (not including the Final Retention), provided that Landlord does not dispute any request forpayment based on non-compliance of any work with the Approved V/orking Drawings (as defined below), or due to anysubstandard work, or for any other reason. Landlord's payment of such amounts shall not be deemed Landlord's approvalor acceptance of the work furnished or materials supplied as set forth in Tenant's payment request.2.2.2.1 . I Final Retention. Subject to the provisions of this Work Letter, a check forthe Final Retention payable jointly to Tenant and Contractor shall be delivered by Landlord to Tenant following thecompletion of construction of the Premises, provided that: (i) Landlord has determined that no substandard work existswhich adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or othersystems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any othertenant's use of such other tenant's premises in the Building; and (ii) Tenant has delivered to Landlord: (A) properlyexecuted and final unconditional mechanics lien releases in compliance with applicable Washington law; (B) a certificateof occupancy or permit cards signed off by the City of Renton (the "Citv") with respect to the Premises; (C) as-built plansand City-permitted plans for the Tenant Improvements; (D) operation manuals and warranties for equipment includedwithin the Tenant Improvements, if applicable; (E) copy of the contract with the Contractor; (F) copy of the Contractor'scertificate of insurance, including Additional Insured endorsement naming Landlord and The Andover Company, Inc. asadditional insureds; and (G) the Contractor's schedule ofvalues, showing total contract value.2.2.2.2 Other Terms. Landlord shall only be obligated to make disbursements from theTenant Improvement Allowance to the extent costs are incurred by Tenant for Tenant Improvement Allowance Items.2.2.2.3 Other Terms. Landlord shall only be obligated to make disbursements from theTenant Improvement Allowance to the extent costs are incurred by Tenant for Tenant Improvement Allowance Items.2.3 Specifications for Building Standard Components. Landlord has established specifications (the"Specifications") for the Building standard components to be used in the construction of the Tenant Improvements in thePremises, which Specifications shall be supplied by Landlord to Tenant. Unless otherwise agreed to by Landlord inwriting, the Tenant Improvements shall comply with the Specifications. Landlord may make changes to the Specificationsfrom time to time.52258\0 l 000\0029835ó.DOC.V3 STDH-2
SECTION 3CONSTRUCTION DRAWINGS3.1 Selection of ArchiteclConstruction Drawings. Tenant shall retain an architect/space plannerdesignated by Landlord (the "Architect") to prepare the "Construction Drawings," as that term is defined in thisSection 3.1, except that Tenant may select an architeclspace planner of its choice (subject to Landlord's reasonableapproval) to be the "Architect" who shall prepare the Final Space Plan described in Section 3.2 below. Tenant shall retainthe engineering consultants designated by Landlord (the "Engineers") to prepare all plans and engineering workingdrawings relating to the structural, mechanical, electrical, plumbing, HVAC, lifesafety, and sprinkler work in thePremises, which work is not part of the Base, Shell, and Core work. The plans and drawings to be prepared by Archítectand the Engineers hereunder shall be known collectively as the "Construction Drawings." All Construction Drawings :shall comply with the drawing format and specifications reasonably determined by Landlord, and shall be subject to :Landlord's approval. Tenant end Architect shall verifu, in the field, the dimensions and conditions as shown on therelevant portions of the base ouilding plans, and Tenant and Architect shall be solely responsible for the same, andLandlord shall have no responsibility in connection therewith. Landlord's review of the Construction Drawings as setforth in this Section 3, shall be for its sole purpose and shall not imply Landlord's review of the same, or obligate Landlordto review the same, for quality, design, Code compliance or other like matters. Accordingly, notwithstanding that anyConstruction Drawings are reviewed by Landlord or its space planner, architect, engineers and consultants, andnotwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord's space planner,architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not beresponsible for any omissions or errors contained in the Construction Drawings, and Tenant's waiver and indemnity setforth in Article 8 of the Lease shall specifically apply to the Construction Drawings.3.2 Final Space Plan. Tenant shall supply Landlord with four (4) copies signed by Tenant of its final spaceplan for the Premises before any architectural working drawings or engineering drawings have been commenced. Thefinal space plan (the "Final Space Plan") shall include a layout and designation ofall offices, rooms and other partitioning,their intended use, and equipment to be contained therein. Landlord may request clarification or more specific drawingsfor special use items not included in the Final Space Plan. Landlord shall advise Tenant within five (5) business days afterLandlord's receipt of the Final Space Plan for the Premises if the same is unsatisfactory or incomplete in any respect. IfTenant is so advised, Tenant shall promptly cause the Final Space Plan to be revised to correct any deficiencies or othermatters Landlord may reasonably require.3.3 Final Workins Drawinss. After the Final Space Plan has been approved by Landlord, Tenant shallsupply the Engineers with a complete listing of standard and non-standard equipment and specifications, including,without limitation, Btu calculations, electrical requirements and special electrical receptacle requirements for the Premises,to enable the Engineers and the Architect to complete the "Final Working Drawings" (as that term is defined below) in themanner as set forth below. Upon the approval of the Final Space Plan by Landlord and Tenant, Tenant shall promptlycause the Architect and the Engineers to complete the architectural and engineering drawings for the Premises, andArchitect shall compile a fully coordinated set of architectural, structural, mechanical, electrical and plumbing workingdrawings in a form which is complete to allow subcontractors to bid on the work and to obtain all applicable permits(collectively, the "Final Working Drawings") and shall submit the same to Landlord for Landlord's approval. Tenant shallsupply Landlord with four (4) copies signed by Tenant of such Final Working Drawings. Landlord shall advise Tenantwithin five (5) business days after Landlord's receipt of the Final Working Drawings for the Premises if the same isunsatisfactory or incomplete in any respect. If Tenant is so advised, Tenant shall immediately revise the Final WorkingDrawings in accordance with such review and any disapproval of Landlord in connection therewith.3.4 Approved Vy'orking Drawinss. The Final Working Drawings shall be approved by Landlord (the"Aoproved Workins Drawings") prior to the commencement of construction of the Premises by Tenant. After approval byLandlord of the Final Working Drawings, Tenant may submit the same to the appropriate govemmental authorities for allapplicable building permits. Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsiblefor obtaining any building permit or certificate of occupancy for the Premises and that obtaining the same shall be Tenant'sresponsibility; provided, however, that Landlord shall cooperate with Tenant in executing permit applications andperforming other ministerial acts reasonably necessary to enable Tenant to obtain any such permit or certificate ofoccupancy. No changes, modifications or alterations in the Approved Working Drawings may be made without the priorwritten consent of Landlord, which consent may not be unreasonably withheld; provided that Landlord may withhold itsconsent, in its sole discretion, to any change in the Approved Working Drawings, if such change would result in an Over-Allowance Cap (as defined below).52258\01000\00298356.DOC.V3 STDH-3
SECTION 4CONSTRUCTION OF THE TENANT IMPROVEMENTS4.1 Tenant's Selection of Contractors.4.1.1 The Contractor. Tenant shall select and retain a general contractor to construct the TenantImprovements through a competitive bidding process which shall include general contractors approved by Landlord. Thegeneral contractor chosen by Tenant from the approved list ofbidders shall be the general contractor submitting the lowestcost bid, unless otherwise approved by Landlord. Following such competitive bidding process and Tenant's selection of ageneral contractor in accordance with the terms hereof, Tenant shall deliver to Landlord notice of its selection of thegeneral contracfor upon such selection, which contractor shall thereafter be the "Contractor" hereunder.4.1.2 Tenant's Agents. All subcontractors, laborers, materialmen, and suppliers used by Tenant(such subcontractors, laborers, materialmen, and suppliers, and the Contractor to be known collectively as "Tenant'sAsents") must be approved in writing by Landlord, which approval shall not be unreasonably withheld or delayed;provided that, in any event, Tenant must contract with Landlord's base building subcontractors for any mechanical,electrical, plumbing, life safety, structural, heating, ventilation, and air-conditioning work in the Premises. If requested byLandlord, Tenant's Agents shall all be union labor in compliance with the master labor agreements existing between tradeunions and the local chapter of the Associated General Contractors of America.4.2 Construction of Tenant Improvements by Tenant's Agents.4.2.1 Construction Contract: Cost Budqet. Prior to Tenant's execution of the construction contractand general conditions with Contractor (the "Contract"), Tenant shall submit the Contract to Landlord for its approval,which approval shall not be unreasonably withheld or delayed. Prior to the commencement of the construction of theTenant Improvements, and after Tenant has accepted all bids for the Tenant Improvements, Tenant shall provide Landlordwith a written detailed cost breakdown (the "Final Costs Statement"), by trade, of the final costs to be incurred or whichhave been incurred in connection with the design and construction of the Tenant Improvements to be performed by or atthe direction of Tenant or the Contractor (which costs form a basis for the amount of the Contract, if any (the "FinalCosts"). Within five (5) business days of the receipt of the Final Costs by Landlord, Landlord shall deliver to Tenant aconstruction budget (the "Construction Budset"), the amount of which Construction Budget shall be equal to (i) the FinalCosts plus (ii) the other costs of design, permitting and construction of the Premises as determined by Landlord (to theextent not already included in the Final Costs), which costs shall include, but not be limited to, the costs of the Architectand Engineers fees and the Coordination Fee. Prior to the commencement of construction of the Tenant Improvements,Tenant shall supply Landlord with cash in an amount (the "Over-Allowance Amount") equal to the difference between theamount of the Construction Budget and the amount of the Tenant Improvement Allowance (less any portion thereofalready disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the commencement ofconstruction of the Tenant Improvements). The Over-Allowance Amount shall be disbursed by Landlord prior to thedisbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall bepursuant to the same procedure as the Tenant Improvement Allowance. If, after the Construction Budget has beendelivered by Landlord to Tenant, the costs relating to the design, permitting and construction of the Tenant Improvementsshall change, any additional costs necessary to such design, permitting and construction in excess of the ConstructionBudget, shall be paid by Tenant to Landlord as an addition to the Over-Allowance Amount within five (5) business daysafter Tenant's receipt of invoice therefor from Landlord and, in any event, prior to the commencement of the constructionof such changes, or at Landlord's option, Tenant shall make payments for such additional costs out of its own funds, butTenant shall continue to provide Landlord with the documents described in Sections 2.2.2.1 (i), (ii), (iii) and (iv), above,for Landlord's approval, prior to Tenant paying such costs. Notwithstanding anything above to the contrary, if uponTenant's delivery of the Final Costs Statement to Landlord, the Over-Allowance Amount is determined to be greater thanan amount equal to twenty-five percent (25%o) of the Tenant Improvement Allowance (the "Over-Allowance Cap"), thenLandlord, in Landlord's sole discretion, shall have the right to require that Tenant revise the Approved Working Drawingsand/or any other Construction Drawings (and resubmit the same to Landlord for Landlord's approval) to reduce the Over-Allowance Amount to an amount less than the Over-Allowance Cap and Landlord may refuse to disburse any portion ofthe Tenant Improvement Allowance and/or approve any changes to the Construction Drawings, until such revisions to theApproved Working Drawings and/or any other Construction Drawings are made by Tenant and approved by Landlord.4.2.2 Tenant's Agents.4.2.2.1 Landlord's General Conditions for Tenant's Aqents and Tenant Improvement Work.Tenant's and Tenant's Agent's construction of the Tenant Improvements shall comply with the following: (i) the TenantImprovements shall be constructed in strict accordance with the Approved Working Drawings; (ii) Tenant and Tenant'sAgents shall not, in any way, interfere with, obstruct, or delay, the work of Landlord's base building contractor andsubcontractors with respect to the Base, Shell, and Core or any other work in the Building; (iii) Tenant's Agents shallsubmit schedules of all work relating to the Tenant's Improvements to Contractor and Contractor shall, within five (5)business days after Tenant's receipt thereof, inform Tenant's Agents of any changes which are necessily thereto, ands2258\01000\002983s6.Doc.V3 srDH-4
Tenant's Agents shall adhere to such corrected schedule; and (iv) Tenant shall abide by all rules made by Landlord'sBuilding contractor or Landlord's Building manager with respect to the use of freight, loading dock and service elevators,storage of materials, coordination of work with the contractors of other tenants, and any other matter in connection withthis V/ork Letter, including, without limitation, the construction of the Tenant Improvements.4.2.2.2 Coordination Fee. Tenant shall pay a logistical coordination fee (the "CoordinationFee") to Landlord in an amount equal to the product of (i) Thre and one half percent (3.5o/o) and (ii) the sum of the TenantImprovement Allowance, the Over-Allowance Amount, as such amount may be increased hereunder, and any otheramounts expended by Tenant in connection with the design and construction of the Tenant Improvements, whichCoordination Fee shall be for services relating to the coordination ofthe construction ofthe Tenant Improvements.4.2.2.3 Indemnity. Tenant's indemnity of Landlord as set fcrth in Article 8 of the Leaseshall also apply with respect to any and all costs, losses, damages, injuries and liabilities related in any way to any act or,omission of Tenant or Tenant's Agents, or anyone directly or indirectly employed by any of them, or in connection withTenant's non-payment of any amount arising out of the Tenant Improvements and/or Tenant's disapproval of all or anyportion of any request for payment. Such indemnity by Tenant, as set forth in Article 8 of th.e Lease, shall also apply withrespect to any and all costs, losses, damages, injuries and liabilities related in any way to Landlord's performance of anyministerial acts reasonably necessary (i) to permit Tenant to complete the Tenant Improvements, and (ii) to enable Tenantto obtain any building permit or certificate of occupancy for the Premises.4.2.2.4 Insurance Reouirements4.2.2.4.lGeneral Coveraees. All of Tenant's Agents shall carry workers'compensation insurance covering all of their respective employees, and shall also carry public liabilit¡r insurance,including property damage, all with limits, in form and with companies as are required to be carried by Tenant as set forthin Article l0 of the Lease.4.2.2.4.2Special Coverages. Tenant shall carry "Builder's All Risk" insurance in anamount equal to the full replacement cost of the improvements being constructed by Tenant, and such other insurance asLandlord may require, it being understood and agreed that the Tenant Improvements shall be insured by Tenant pursuantto Article 10 of the Lease immediately upon completion thereof. Such insurance shall be in amounts and shall includesuch extended coverage endorsements as may be reasonably required by Landlord, and in form and with companies as arerequired to be carried by Tenant as set forth in Article 10 ofthe Lease.4.2.2.4.3General Terms. Certificates for all insurance canied pursuant to thisSection 4.2.2.4 shall be delivered to Landlord before the commencement of construction of the Tenant Improvements andbefore the Contractor's equipment is moved onto the site. All such policies of insurance must contain a provision that thecompany writing said policy will give Landlord thirty (30) days prior written notice of any cancellation or lapse of theeffective date or any reduction in the amounts of such insurance. In the event that the Tenant Improvements are damagedby any cause during the course of the construction thereof, Tenant shall immediately repair the same at Tenant's sole costand expense. All policies carried under this Section 4.2.2.4 shall insure Landlord and Tenant, as their interests mayappear, as well as Contractor and Tenant's Agents, and shall name as additional insureds Landlord's property manager, andall mortgagees and gtound lessors of the Building. All insurance, except workers' compensation, maintainbd by Tenant'sAgents shall preclude subrogation claims by the insurer against anyone insured thereunder. Such insurance shall providethat it is primary insurance as respects the ouner and that any other insurance maintained by owner is excess andnoncontributing with the insurance required hereunder. The requirements for the foregoing insurance shall not derogatefrom the provisions for indemnification of Landlord by Tenant under Section 4.2.2.3 of this Work Letter.4.2.3 Govemmental Compliance. The Tenant Improvements shall comply in all respects with thefollowing: (i) the Code and other state, federal, city or quasi-govemmental laws, codes, ordinances and regulations, aseach may apply according to the rulings of the controlling public official, agent or other person; (ii) applicable standards ofthe American Insurance Association (formerly, the National Board of Fire Underwriters) and the National Electrical Code;and (iii) building material manufacturer's specifications.4.2.4 Inspection by Landlord. Landlord shall have the right to inspect the Tenant Improvements atall times, provided however, that Landlord's failure to inspect the Tenant Improvements shall in no event constitute awaiver of any of Landlord's rights hereunder nor shall Landlord's inspection of the Tenant Improvements constituteLandlord's approval of the same. Should Landlord disapprove any portion of the Tenant Improvements, Landlord shallnotiff Tenant in writing of such disapproval and shall speciff the items disapproved. Any defects or deviations in, and/ordisapproval by Landlord of, the Tenant Improvements shall be rectifìed by Tenant at no expense to Landlord, providedhowever, that in the event Landlord determines that a defect or deviation exists or disapproves of any matter in connectionwith any portion of the Tenant Improvements and such defect, deviation or matter might adversely affect the mechanical,electrical, plumbing, heating, ventilating and air conditioning or life-safety systems of the Building, the structure or52258\01000\00298356.DOC.V3 STDH-5
exterior appearançe of the Building or any other tenant's use of such other tenant's premises, Landlord may, take suchaction as Landlord deems necessary, at Tenant's expense and without incurring any liability on Landlord's part, to correctany such defect, deviation and/or matter, including, without limitation, causing the cessation of performance of theconstruction of the Tenant Improvements until such time as the defect, deviation and/or matter is corrected to Landlord'ssatisfaction.4.2.5 Meetings. Commencing upon the execution of the Lease, Tenant shall hold weekly meetingsat a reasonable time, with the Architect and the Contractor regarding the progress of the preparation of ConstructionDrawings and the construction of the Tenant Improvements, which meetings shall be held at a location designated byLandlord, and Landlord and/or its agents shall recèive prior notice of, and shál have the right to attend, all suchìneetingi,and, upon Landlord's request, certain of Tenant's Agents shall aftend such meetings. In addition, minutes shall be taken atall such meetings, a copy of which minutes shall be promptly delivered to Landlord. One such meeting each month shallinclude the review of Contractor's current request for payment.4.3 Notice of Completion: Copy of "As Built" Plans. Within t'en (10) days after completion of constructionof the Tenant Improvements, Tenant shall cause a Notice of Completion to be recorded in the office of the Recorder of theCounty in which the Building is located and shall fumish a copy thereof to Landlord upon such recordation. If Tenantfails to do so, Landlord may execute and file the same on behalf of Tenant as Tenant's agent for such purpose, at Tenant'ssole cost and expense. At the conclusion of construction, (i) Tenant shall cause the Architect and Contractor (A) to updatethe Approved Working Drawings as necessary to reflect all changes made to the Approved Working Drawings during thecourse of construction, (B) to certify to the best of their knowledge that the "record-set" of as-built drawings are true andconect, which certification shall survive the expiration or termination of the Lease, (C) to deliver to Landlord two (2) setsof sepias of such as-built drawings within ninety (90) days following issuance of a certificate of occupancy for thePremises, and (D) to deliver to Landlord a computer disk containing the Approved Working Drawings in Auto CADformat, and (ii) Tenant shall deliver to Landlord a copy of all warranties, guaranties, and operating manuals andinformation relating to the improvements, equipment, and systems in the Premises.4.4 Coordination by Tenant's Agents with Landlord. Upon Tenant's delivery of the Contract to Landlordunder Section 4.2.1 of this Work Letter, Tenant shall fumish Landlord with a schedule setting forth the projected date ofthe completion of the Tenant Improvements and showing the critical time deadlines for each phase, item or trade relatingto the construction of the Tenant Improvements.SECTION 5MISCELLANEOUS5.1 Tenant's Reþresentative. Tenant has designatedþLeh!flVdq[ as its sole representative withrespect to the matters set forth in this Work Letter, who shall have full authority and responsibility to act on behalf of theTenant as required in this Work Letter.5.2 Landlord's Representative. Landlord has designated Corey Barr as its sole representative with respectto the matters set forth in this Work Letter, who, until further notice to Tenant, shall have fi:ll authority and responsibilityto act on behalf of the Landlord as required in this Work Letter.5.3 Time of the Essence in This Work Letter. Unless otherwise indicated, all references herein to a"number of days" shall mean and refer to calendar days. If any item requiring approval is timely disapproved by Landlord,the procedure for preparation ofthe document and approval thereofshall be repeated until the document is approved byLandlord.5.4 Tenant's Lease Default. Notwithstanding any provision to the contrary contained in the Lease, if anevent of default by Tenant of this Work Letter (which, for purposes hereof shall include, without limitation, the deliveryby Tenant to Landlord of any oral or written notice that Tenant intends to cease the design and/or construction of theTenant Improvements and/or that Tenant does not intend to occupy the Premises, and/or any other anticipatory breach ofthe Lease) or Section 14 of the Lease has occurred at any time on or before the Substantial Completion of the Premises,then (i) in addition to all other rights and remedies granted to Landlord pursuant to the Lease, Landlord shall have the rightto withhold payment of all or any portion of the Tenant Improvement Allowance and/or Landlord may cause Contractor tocease the construction of the Premises (in which case, Tenant shall be responsible for any delay in the SubstantialCompletion of the Premises caused by such work stoppage), and (ii) all other obligations of Landlord under the terms ofthis .Work Letter shall be forgiven until such time as such default is cured pursuant to the terms of the Lease (in whichcase, Tenant shall be responsible for any delay in the Substantial Completion ofthe Premises caused by such inaction byLandlord). In addition, if the Lease is terminated prior to the Commencement Date, for any reason due to a default byTenant as described in Section l4 of the Lease or under this Work Letter (including, without limitation, any anticipatorybreach described above in this Section 5.4), then (A) Tenant shall be liable to Landlord for all damages available toLandlord pursuant to the Lease and otherwise available to Landlord at law and/or in equity by reason of a default byTenant under the Lease or this Tenant Work Letter, and (B) Tenant shall pay to Landlord, as additional rent under thes2258\01 000\00298356.DOC.V3 STDH-6
Lease, within five (5) business days after Tenanfs receipt of a statement therefor, any and all costs (if any) incurred byLandlord (including any portion of the Tenant Improvement Allowance disbursed by Landlord) and not reimbursed orotherwise paid by Tenant through the date of such termination in connection with the Tenant Improvements to the extentplanned, installed and/or constructed as of such date of termination, including, but not limited to, any costs related to theremoval of all or any portion of the Tenant Improvements and restoration costs related thereto.52258\0r000\00298356.DOC.V3 STDH-7
EXHIBIT IFORM OF GUARANTYSouth Lind SquareRenton, WashingtonGUARANTYThis is a Guaranty of Lease Agreement is dated November ll , ZO1S (the "Lease"), by and betweenSOUTH LIND SQUARE, LLC, a Washington limited liability company ("Landlord"), and BLUEPEARLWASHINGTON, LLC, a Florida limited liabilþ company ("Tenant"), relating to certain premises located in thebuilding commonly known as South Lind Square, situated in Renton, Washington, as described in greater detail inthe Lease.FOR VALUE RECEIVED, in consideration for, and to induce Landlord to enter into the Lease, theundersigned, jointly and severally, unconditionally guarantees to Landlord, its successors and assigns, the paymentof all rentals and other charges to be made by Tenant under the Lease and Tenant's complete performance andobservance of all terms, covenants, conditions and agreements to be performed and observed by Tenant under theLease, without requiring any notice of nonpa¡'ment, nonperfoÍnance or nonobservance, or proof of notice ordemand to charge the undersigned, all of which the undersigned waives. This Guaranty is a guaranty of paymentand performance, not of collection.Landlord, its successors and assigns, may proceed against the undersigned, separately or jointly, before,after or simultaneously with any proceedings involving Landlord and Tenant. This Guaranty is not terminated,affected or impaired in any way or manner if Landlord asserts against Tenant any rights or remedies available toLandlord under the Lease (including, without limitation, any sunmary proceedings), if Landlord omits to enforceany rights or remedies available to Landlord under the Lease (including, without limitation, any summaryproceedings) or if Landlord grants any indulgence to Tenant (including, without limitation, any extensions of time,releases and discharges).The undersigned further covenants and agrees that the undersigned is bound as principal obligor by allcovenants, conditions and provisions of the Lease, the same as though the undersigned were the Tenant turder theLease, and that this Guaranty is absolute, unconditional and remains and continues in full force and effect withrespect to any renewal, extension, amendment, addition, assignment, sublease, transfer or other modification ordisposition of the Lease (collectively, a "Modification"), regardless whether the undersigned had any knowledge ofor consented to any such Modification. The undersigned is bound by any and all Modifications.Landlord, without limiting in whole or in part the undersigned's liability under this Guaranty, and withoutthe undersigned's consent, may (i) grant any and all indulgences to Tenant Landlord deems necessary or appropriate(including, without limitation, extensions of time, releases and discharges); (ii) take any security securing Tenant'sobligations under the Lease as Landlord deems necessary or a.ppropriate from Tenant or any third parfy; and (iii)apply all monies Landlord receives from Tenant or any other person as Landlord deems appropriate.If Landlord at any time is compelled to take any action or proceeding in court or otherwise to enforce orcompel the undersigned's compliance with the terms of this Guaranty, the undersigned will pay all costs (including,without limitation, attorneys', paralegals' and other similar or dissimilar fees and costs) Landlord incurs or spends inconnection with such action or proceeding. Landlord's right to collect such amounts from the undersigned is inaddition to any and all rights and remedies available to Landlord under this Guaranty, at law or in equity. Theundersigned further covenants and agrees to assume the Lease and to perform and observe all terms and conditionsof the Lease for the balance of the Term (as defined in the Lease) if any trustee in bankruptcy for Tenant (or ifTenant as debtor in possession) disaffirms the Lease. Alternatively, at Landlord's option, in the event Tenantvoluntarily or involtmtarily is the subject of a proceeding under any state or federal bankruptcy law, and Tenant (asdebtor in possession) or a trustee in bankruptcy disaffirms the Lease, the undersigned will enter into a new Leasewith Landlord for the balance of the Term (as defined in the Lease) and in form and substance identical to the Lease.52258\01000\00298356.DOC.V3 STDH-8
The undersigned will not prove or make any claim in any such bankruptcy proceeding that competes withLandlord's claim, until Landlord's claim is fully satisfied.The undersigned unconditionally agrees that any legal action brought under this Guaranty may be broughtin the King County Superior Court or the United States District Court for the Vy'estern District of Washingtonresiding in Seattle and the undersigned unconditionally consents to the jurisdiction of such courts in connection withany cause ofaction brought by or against Tenant and/or the undersigned in any way directly or indirectly related tothe Lease or this Guaranty. The undersigned irrevocably and unconditionally appoints Tenant as the undersigned'sduly authorized agent for service of process in comection with any such cause of action; provided, however, that nolanguage contained in this Guaranty prevents Landlord from serving process in any other manner permitted by law.In the event any palnnent by Tenant to Landlord is held to constitute a preference under the bankruptcylaws, or if for any other reason Landlord is required to refund such payment or pay the amount thereof to any otherpafty, such payrnent by Tenant to Land-lord will not constitute a release of the undersigned from any liabilityhereunder, and undersigned agrees (a) to pay such amount to Landlord upon demand and (b) this Guaranty willcontinue to be effective or will be reinstated, as the case may be, to the extent of any such payment or payments.If the Lease requires Tenant to furnish a certificate to Landlord or a third party, Landlord designates, theundersigned, within 10 Business Days (as defined in the Lease) after Landlord's written request, will certify inwriting to Landlord and/or any third party Landlord designates, that the undersigned concurs with the statementscontained in Tenant's certificate and that this Guaranty remains in full force and effect. If the undersigned fails totimely execute and deliver such certificate, the undersigned is deemed to have approved the Tenant's certificate andthe designated recipient of the certificate may rely that this Guaranty remains in fuIl force and effect.All of the undersigned's liabilities and obligations urder this Guaranty are binding on the legalrepresentatives, successors and assigns of the undersigned and the undersigned and its legal representatives,successors and assigns remain fully liable under this Guaranty regardless of any merger, reorganization orrestructuring involving Tenant. This Guaranty is governed by and must be construed in accordance with the internallaws of the State of V/ashington determined without regard to conflicts of laws.The undersigned have executed and delivered this Guaranty as ofGuarantor:I2015BLUEPEARL WASHINGTON, LLC, alimited liability companytt-9By:Its:52258\01000\00298356.DOC.V3 STD
STATE OFss.COLINTY OFI certify that I know or have satisfactory evidence that the person appearing before me and making thisacknowledgment is the person whose true signature appears on this document.On this tBday oft{nvøn¡ hr¿ r .2ol5, before me personally appearedtome known to be theof BluePearl Washington, LLC, a Florida limitedcompany, thelimited liability company thatthe within and foregoing instrument, and acknowledged the said instrumentto be the free and voluntary act and deed of said limited liability company, for the uses and purposes thereinmentioned, and on oath stated that helshe was authorized to execute said instrument. ìV/ITI"IESS myhand and official seal hereto affixed the day and year fust above written.NotarvPublic inthe State ofresidingat[Type or Print Notary Name]This Space for Notarial Seal Stamp)52258\01000\00298356.DOC.V3 STDH-10MyEIIñEWETIEMY Ccnllrlsslol{ I tF 168715E/'PIRES: Oaobel 15, ã18Eonded Thru tldny tuuc t,lü¡ilt û