HomeMy WebLinkAboutL_Final Lease MeisterWerks-180502_v1LEASE AGREEMENT
(Single Tenant For Entire
Premises consisting of Parcels
A and B-NNN)
THIS LEASE AGREEMENT (the "Lease") is entered into and effective as of this day of
, 2015, between AMONS PARK AVENUE LLC, A WASHINGTON LIMITED LIABILITY
COMPANY ("Landlord"), and MEISTER WERKS, LLC, A WASHINGTON LIMITED LIABILITY
COMPANY ("Tenant"). Landlord and Tenant agree as follows:
1. LEASE SUMMARY.
a. Leased Premises. The leased commercial real estate (the "Premises" or
"Leased Premises") consists of the real property legally described as Parcels A and
B on the attached Exhibit A, and all improvements thereon, and commonly
described as 618 Park Avenue, Renton, Washington 98057. Attached, as Exhibit B
is a picture outlining the Leased Premises.
b. Lease Commencement Date. The term of this Lease shall be for a period of
Sixty (60) months and shall commence on the date of "Delivery of the premises" as
provided in Sections 2.b. and 3.b. below.
c. Lease Termination Date. The term of this Lease shall terminate at midnight five
years after the Commencement Date on or such earlier or later date as provided in
Section 3 (the "Termination Date"). Tenant shall have no right or option to extend
this Lease, unless otherwise set forth in a rider attached to this Lease.
d. Base Rent. The base monthly rent shall be according to the Rent Rider
attached hereto ("Base Rent"). Rent shall be payable -at Landlord's address
shown in Section 1(h) below, or such other place designated in writing by
Landlord.
e. Prepaid Rent. Within twenty-four months (24) from the commencement of this
Lease, the Tenant shall have delivered to Landlord the sum of $8,850.00 as prepaid
rent and NNN expenses, to be applied to the amount that will become due for the last
month of the term of this Lease. Tenant may pay the prepaid rent in a lump sum or by
payments during the first twenty-four months (24), provided any payments made will
first be applied to any then outstanding rent and applicable late fees and interest
before being applied to the Prepaid Rent. Failure of the Tenant to complete the
payment of Prepaid Rent within the twenty-four months (24) will be considered as
nonpayment of rent and the Landlord shall have the same rights and remedies as
otherwise provided in this Lease for the failure of Tenant to pay rent.
f. Security Deposit. Within twenty-four months (24) from the commencement of this
Lease, and in addition and apart from the prepaid rent above, Tenant shall have
delivered to Landlord the sum of $8,850.00 to be held as a security deposit pursuant
to Section 5 below. Tenant may pay the Security Deposit in a lump sum or by
payments during the first twenty-four months (24), provided any payments made will
first be applied to any then outstanding rent and applicable late fees and interest
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before being applied to the Security Deposit. Failure of the Tenant to complete the
payment of the Security Deposit within the twenty-four months (24) will be considered
as nonpayment of rent and the Landlord shall have the same rights and remedies as
otherwise provided in this Lease for the failure of Tenant to pay rent.
g. Permitted Use. The Premises shall be used only for automobile related repair
business, including, but not limited to, automobile repair, mechanical and body -work
and for no other purpose without the prior written consent of Landlord (the "Permitted
Use"). Tenant understands that Landlord is not providing a paint booth. Tenant
warrants that it is in full compliance with all State and local licensing laws and
regulations related to all aspects of the automobile repair business. Tenant, when
applying for its City of Renton business license and any other business license
required, shall list on the permit/license applications that the business performs
automobile mechanical repair, modification and bodywork. Tenant, on or before
September 1 of each year of this Lease shall provide Landlord proof of its proper
licensing.
h. Notice Addresses.
Landlord:
16424 53rd Place South
Tukwila, WA 98188
Tenant:
PREMISES
and
Telephone:
Email:
2. PREMISES
a. Lease of Premises. Landlord leases to Tenant, and Tenant leases from Landlord
the Premises upon the terms specified in this Lease.
b. Acceptance of Premises. Except as specified elsewhere in this Lease, Landlord
makes no representations or warranties to Tenant regarding the Premises, including
the structural condition of the Premises or the condition of all mechanical,
electrical, and other systems on the Premises and Tenant takes the Premises in "as -
is" and "where -is" condition. Tenant shall be responsible for performing any work
necessary to bring the Premises into a condition satisfactory to Tenant. By signing
this Lease, Tenant acknowledges that it has had an adequate opportunity to
investigate the details of the planned reconstruction of the building on the Premises;
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acknowledges it will be responsible for making any corrections and alterations to the
Premises (which are unrelated to the reconstruction of the building by Landlord)
which Tenant requires or is required to operate it business; and acknowledges that
the time needed to complete any such items shall not delay the Commencement
Date, and Tenant will accept the premises as ready for possession upon the delivery
of the premises. "Delivery of the premises" is when the Lease is fully executed and
notarized by both parties, the Guaranty is fully executed and notarized,
all rents and deposits due are delivered, the proper governing authority has
provided to the Landlord a Certificate of Occupancy or the like, and Landlord has
presented tenant with keys, which shall not be unreasonably withheld when the first
two items are completed.
c. Tenant Improvements. None.
3. TERM. The term of this Lease shall commence on the Commencement Date
specified in Section 1.
a. Early Possession. If Landlord permits Tenant to possess or occupy the
Premises prior to the Commencement Date specified in Section 1, then such early
occupancy shall not advance the Commencement Date or the Termination Date set
forth in Section 1, but otherwise all terms and conditions of this Lease shall
nevertheless apply during the period of early occupancy before the Commencement
Date.
b. Delayed Possession. Landlord shall act diligently to make the Premises
available to Tenant; provided, however, neither Landlord nor any agent or employee
of Landlord shall be liable for any damage or loss due to Landlord's inability or failure
to deliver possession of the Premises to Tenant as provided in this Lease. If
possession is delayed, the Commencement Date set forth in Section 1 shall also be
delayed. In addition, the Termination Date set forth in Section 1 shall be modified so
that the length of the Lease term remains the same. In any event, if Landlord does
not deliver possession of the Premises to Tenant within Nine (9) months from the
date of execution of this Lease, Tenant may elect to cancel this Lease by giving
written notice to Landlord within ten (10) days after such time period ends. If Tenant
gives such notice of cancellation, the Lease shall be cancelled, all prepaid rent and
security deposits shall be refunded to Tenant, and neither Landlord nor Tenant shall
have any further obligations to the other.
The first "Lease year" shall commence on the Commencement Date and shall end
on the date, which is twelve (12) months from the end of the month in which the
Commencement Date occurs. Each successive Lease year during the initial term and
any extension terms shall be twelve (12) months, commencing on the first day
following the end of the preceding Lease year. "Delivery of the premises" is when
the Lease is fully executed and notarized by both parties, the Guaranty is
fully executed and notarized, all rents and deposits due are delivered, the
proper governing authority has provided to the Landlord a Certificate of Occupancy
or the like, and Landlord has presented tenant with keys, which shall not be
unreasonably withheld when the first two items are completed.
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4. RENT.
a. Payment of Rent. Tenant shall pay Landlord without notice, demand, deduction,
or offset, in lawful money of the United States, the monthly Base Rent stated in
Section 1 in advance on or before the first day of each month during the Lease
term beginning on the Commencement Date, and shall also pay any other
additional payments due to Landlord ("Additional Rent"), including Operating
Costs (collectively the "Rent") when required under this Lease. Payments for any
partial month at the beginning or end of the Lease shall be prorated. All
payments due to Landlord under this Lease, including late fees and interest, shall
also constitute Additional Rent, and upon failure of Tenant to pay any such costs,
charges or expenses, Landlord shall have the same rights and remedies as
otherwise provided in this Lease for the failure of Tenant to pay rent.
b. Triple Net Lease. This Lease is what is commonly called a "Net, Net, Net" or
"triple -net" Lease, noted herein as NNN, which means that, except as otherwise
expressly provided herein, Landlord shall receive all Base Rent free and clear of
any and all other impositions, taxes, liens, charges or expenses of any nature
whatsoever in connection with the ownership and operation of the Premises. In
addition to Base Rent, Tenant shall pay to the parties respectively entitled thereto,
or satisfy directly, all Additional Rent and other impositions, insurance premiums,
repair and maintenance charges, taxes and any other charges, costs, obligations,
liabilities, requirements, and expenses., which arise with regard to the Premises or
may be contemplated under any other provision of the Lease during its term, except
for costs and expenses expressly made the obligation of Landlord in this Lease.
C. Late Charges; Default Interest. If any sums payable by Tenant to Landlord
under this Lease are not received within five (5) business days after -their due date,
Tenant shall pay Landlord an amount equal to the greater of $100 or five percent
(5%) of the delinquent amount for the cost of collecting and handling such late
payment in addition to the amount due and as Additional Rent. All delinquent sums
payable by Tenant to Landlord and not paid within five (5) business days after their
due date shall, at Landlord's option, bear interest at the rate of fifteen percent (15%)
per annum, or the highest rate of interest allowable by law, whichever is less (the
"Default Rate"). Interest on all delinquent amounts shall be calculated from the
original due date to the date of payment.
d. Less Than Full Payment. Landlord's acceptance of less than the full amount of
any payment due from Tenant shall not be deemed an accord and satisfaction or
compromise of such payment unless Landlord specifically consents in writing to
payment of such lesser sum as an accord and satisfaction or compromise of the
amount which Landlord claims. Any portion that remains to be paid by Tenant shall
be subject to the late charges and default interest provisions of this Section 4.
5. SECURITY DEPOSIT: Tenant shall deliver to Landlord the security deposit
specified in Section 1 above. Landlord's obligations with respect to the security
deposit are those of a debtor and not of a trustee, and Landlord may commingle the
security deposit with its other funds. If Tenant breaches any covenant or condition of
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this Lease, including but not limited to the payment of Rent, Landlord may apply all
or any part of the security deposit to the payment of any sum in default and any
damage suffered by Landlord as a result of Tenant's breach. Tenant acknowledges,
however, that Tenant shall not consider the security deposit as a measure of
Tenant's damages in case of default, and any payment to Landlord from the security
deposit shall not be construed as a payment of liquidated damages for Tenant's
default. If Landlord applies the security deposit as contemplated by this Section,
Tenant shall, within five (5) days after written demand therefore by Landlord, deposit
with Landlord the amount so applied. If Tenant complies with all of the covenants
and conditions of this Lease throughout the Lease term, the security deposit shall
be repaid to Tenant without interest within thirty (30) days after the surrender of the
Premises by Tenant in the condition required hereunder by Section 11 of this Lease.
6. USES. The Premises shall be used only for the Permitted Use specified in Section
1 above, and for no other business or purpose without the prior written consent of
Landlord. No act shall be done on or around the Premises that is unlawful or that will
increase the existing rate of insurance on the Premises, or cause the cancellation of
any insurance on the Premises. Tenant shall not commit or allow to be committed any
waste upon the Premises, or any public or private nuisance. Tenant shall not do or
permit anything to be done on the Premises which will obstruct or interfere with the
rights of other tenants or occupants of the Premises, or their employees, officers,
agents, servants, contractors, customers, clients, visitors, guests, or other licensees
or invitees or to injure or annoy such persons.
7. COMPLIANCE WITH LAWS. Tenant shall not cause or permit the Premises to be
used in any way that violates any law, ordinance, or governmental regulation or order.
Landlord represents to Tenant that, except as noted below, as of the Commencement
Date, to Landlord's knowledge, but without duty of investigation, and with the
exception of any Tenant's Work, the Premises comply with all applicable laws, rules,
regulations, or orders, and Landlord shall be responsible to promptly cure at its sole
cost any noncompliance which existed on the Commencement Date. Tenant shall be
responsible for complying with all laws applicable to the Premises as a result of the
Permitted Use, and Tenant shall be responsible for making any changes or alterations
as may be required by law, rule, regulation, or order, for Tenant's Permitted Use at its
sole cost and expense. Otherwise, if changes or alterations are required by rule, law,
regulation, or order unrelated to the Permitted Use, Landlord shall make changes and
alterations at its expense.
8. UTILITIES. Landlord shall not be responsible for providing any utilities to the
Premises and shall not be liable for any loss, injury or damage to person or property
caused by or resulting from any variation, interruption, or failure of utilities due to
any cause whatsoever, and rent shall not abate as a result thereof, except to the
extent due to the intentional misconduct or gross negligence of Landlord. Tenant shall
be responsible for determining whether available utilities and their capacities will meet
Tenant's needs. Tenant shall install and connect, if necessary, and directly pay for all
water, sewer, gas, janitorial, electricity, garbage removal, heat, telephone, and other
utilities and services used by Tenant on the Premises during the term, whether or not
such services are billed directly to Tenant. Tenant will also procure, or cause to be
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procured, without cost to Landlord, all necessary permits, licenses or other
authorizations required for the lawful and proper installation, maintenance,
replacement, and removal on or from the Premises of wires, pipes, conduits, tubes,
and other equipment and appliances for use in supplying all utilities or services to
the Premises. Landlord, upon request of Tenant, and at the sole expense and liability
of Tenant, shall join with Tenant in any reasonable applications required for obtaining
or continuing such utilities or services.
9. TAXES.
a. Real Property Taxes on the Premises. Tenant shall pay all Real Property
related taxes applicable to the Premises during the Lease term on a pro -rata monthly
basis as part of the Tenant's Additional Rent. Real Property Taxes on the premises is
defined as any form of tax or assessment imposed on the Premises by any authority,
including any city, county, state or federal government, or any improvement district,
as against any legal or equitable interest of Landlord or Tenant in the Premises or in
the real property of which the Premises are a part, or against rent paid for leasing
the Premises.
b. Other Taxes. Tenant shall pay all "Other Taxes" applicable to the Premises
during the Lease term. All payments for all "Other Taxes" shall be made at least ten
(10) days prior to their due date. Tenant shall promptly furnish Landlord with
satisfactory evidence that all other taxes in this Section 9 have been paid. The term
"other taxes" shall mean any form of personal property tax or assessment imposed
on any personal property, fixtures, furniture tenant improvements, equipment,
inventory, or other items, and all replacements, improvements, and additions to them,
located on the Premises, whether owned by Landlord Tenant. "Other Taxes" shall
exclude any net income tax imposed on Landlord for income that Landlord receives
under this Lease.
If Tenant fails to timely pay any of the "Other Taxes" noted herein, Landlord may pay
them, and Tenant shall repay such amount to Landlord upon demand. Landlord may
also elect to pay all such Taxes directly to the appropriate taxing authorities and
receive reimbursement thereof from Tenant within ten (10) days after invoice, either
of the full amount paid or at Landlord's election in equal monthly installments.
C. Tenant may, upon reasonable prior notice to Landlord, contest the amount or
validity, in whole or in part, of any of the "Other Taxes" at its sole expense, only
after paying such Other Taxes or posting such security as Landlord may
reasonably require in order to protect the Premises against loss or forfeiture. Upon
the termination of any such proceedings, Tenant shall pay the amount of such "Other
Taxes" or part of such "Other Taxes" as finally determined, together with any costs,
fees, interest penalties, or other related liabilities. Landlord shall reasonably
cooperate with Tenant in contesting any of the "Other Taxes," provided Landlord
incurs no expense or liability in doing so.
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10. ALTERATIONS. Tenant may make alterations, additions or improvements to the
Premises only with the prior written consent of Landlord, which, with respect to
Alterations not affecting the structural components of the Premises or utility systems
therein, shall not be unreasonably withheld, conditioned, or delayed. Landlord will
respond within thirty (30) days to Tenant's written' request for any Alterations so long
as such request includes the name of Tenant's contractors and reasonably detailed
plans and specifications therefore. The term "Alterations" shall not include the
installation of shelves, movable partitions, Tenant's equipment, and trade fixtures that
may be performed without damaging existing improvements or the structural integrity
of the Premises and Landlord's consent shall not be required for Tenant's installation
or removal of those items. Tenant shall perform all work at Tenant's expense and in
compliance with all applicable laws and shall complete all Alterations in accordance
with plans and specifications approved by Landlord, using contractors approved by
Landlord. Tenant shall pay, when due, or furnish a bond for payment (as set forth in
Section 18) all claims for labor or materials furnished to or for Tenant at or for use
in the Premises, which claims are or may be secured by any mechanics' or
materialmens' liens against the Premises or any interest therein. Tenant shall remove
all Alterations at the end of the Lease term unless Landlord conditioned its consent
upon Tenant leaving a specified Alteration at the Premises, in which case Tenant
shall not remove such Alteration, and it shall become Landlord's property. Tenant
shall immediately repair any damage to the Premises caused by removal of
Alterations.
11. REPAIRS AND MAINTENANCE; SURRENDER. Tenant shall, at its sole expense,
maintain the entire Premises, including without limitation, the roof surface and normal
repairs and maintenance to all heating and ventilation equipment at the Premises,
landscaping (except for the trees along the fence line), and preserve it all in good
condition and promptly make all repairs and replacements, whether structural or non-
structural, necessary to keep the Premises in safe operating condition, including all
utilities and other systems serving the Premises, but excluding the roof structure,
subfloor, foundation, and capital repairs and replacements to the HVAC system, if any
(collectively, "Landlord's Repair Items"), which Landlord shall maintain in good
condition and repair at Landlord's expense, provided that Tenant shall not damage
any Landlord's Repair Items and shall promptly repair any damage or injury done
thereto caused by Tenant or its employees, officers, agents, servants, contractors,
customers, clients, visitors, guests, or other licensees or invitees. Notwithstanding
anything in this Section to the contrary, Tenant shall not be responsible for any
repairs to the Premises made necessary by the negligence or willful misconduct of
Landlord or its employees, officers, agents, servants, contractors, customers, clients,
visitors, guests, or other licensees or invitees therein. If Tenant fails to perform
Tenant's obligations under this Section, Landlord may at Landlord's option enter upon
the Premises after ten (10) days' prior notice to Tenant and put the same in good
order, condition and repair and the cost thereof together with interest thereon at the
default rate set forth in Section 4 shall be due and payable as Additional Rent to
Landlord together with Tenant's next installment of Base Rent. Upon expiration of the
Lease term, whether by lapse of time or otherwise, Tenant shall promptly and
peacefully surrender the Premises, together with all keys, to Landlord in as good
condition as when received by Tenant from Landlord or as thereafter improved,
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reasonable wear and tear and insured casualty excepted. Tenant shall provide to
landlord quarterly maintenance records showing that all systems and equipment have
been maintained on a quarterly basis.
12. EQUIPMENT. The Lease shall also include use and function of any equipment
presently on the Premises, with Tenant's ongoing responsibility to maintain the same.
Tenant has already inspected the Premises and equipment and shall keep the same in
good working order throughout the term of the Lease and any extensions thereof,
reasonable wear and tear excepted. Tenant shall accept all equipment in the space in
"as -is, where -is" condition except as specified above and shall indemnify and hold
Landlord harmless from any injury or damage caused by its use. Tenant shall maintain
all equipment in the building and keep it in good working condition throughout the term
of this Lease and any extensions thereof. Landlord is not responsible to replace any
equipment that has been turned over to the sole care, custody and control of Tenant.
13. ACCESS AND RIGHT OF ENTRY. After twenty-four (24) hours' notice from Landlord
(except in cases of emergency, when no notice shall be required), Tenant shall
permit Landlord and its agents, employees and contractors to enter the Premises at
all reasonable times to make repairs, inspections, alterations or improvements,
provided that Landlord shall use reasonable efforts to minimize interference with
Tenant's use and enjoyment of the Premises. This Section shall not impose any
repair or other obligation upon Landlord not expressly stated elsewhere in this
Lease. After reasonable notice to Tenant, Landlord shall have the right to enter the
Premises for the purpose of (a) showing the Premises to prospective purchasers or
lenders at any time, and to prospective tenants within one hundred eighty (180) days
prior to the expiration or sooner termination of the Lease term; and, (b) for posting
"for lease" signs within one hundred eighty (180) days prior to the expiration or
sooner termination of the Lease term.
14. SIGNAGE. Tenant shall obtain Landlord's written consent as to size, location,
materials, method of attachment, and appearance, before installing any signs upon the
Premises. Tenant shall install any approved signage at Tenant's sole expense and in
compliance with all applicable laws. Tenant shall not damage or deface the Premises in
installing or removing signage and shall repair any injury or damage to the Premises
caused by such installation or removal. Subject to Landlord's written consent, Tenant
shall be allowed all sign space on the building subject to approval by the City of Renton,
Washington. All costs of signage shall be at Tenant's sole expense.
15. DESTRUCTION OR CONDEMNATION.
a. Damage and Repair. If the Premises are partially damaged but not rendered
untenantable, by fire or other insured casualty, then Landlord shall diligently restore
the Premises to the extent required below and this Lease shall not terminate. The
Premises shall not be deemed untenantable if twenty-five percent (25%) or less of the
Premises are damaged. Landlord shall have no obligation to restore the Premises
if insurance proceeds are not available to pay the entire cost of such restoration. If
insurance proceeds are available to Landlord but are not sufficient to pay the entire
cost of restoring the Premises, or if Landlord's lender shall not permit all or any
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part of the insurance proceeds to be applied toward restoration, then Landlord may
elect to terminate this Lease and keep the insurance proceeds, by notifying Tenant
within sixty (60) days of the date of such casualty.
If the Premises are entirely destroyed, or partially damaged and rendered
untenantable, by fire or other casualty, Landlord may, at its option: (a) terminate this
Lease as provided herein, or (b) restore the Premises to their previous condition to
the extent required below; provided, however, if such casualty event occurs during
the last six (6) months of the Lease term (after considering any option to extend
the term timely exercised by Tenant) then either Tenant or Landlord may elect to
terminate the Lease. If, within sixty (60) days after receipt by Landlord from Tenant of
written notice that Tenant deems the Premises untenantable, Landlord fails to notify
Tenant of its election to restore the Premises, or if Landlord is unable to restore the
Premises within six (6) months of the date of the casualty event, then Tenant may
elect to terminate the Lease upon twenty (20) days' written notice to Landlord unless
Landlord, within such twenty (20) day period, notifies Tenant that it will in fact restore
the Premises or actually completes such restoration work to the extent required
below, as applicable.
If Landlord restores the Premises under this Section 15, Landlord shall proceed
with reasonable diligence to complete the work, and the base monthly rent shall be
abated in the same proportion as the untenantable portion of the Premises bears
to the whole Premises, provided that there shall be a rent abatement only if the
damage or destruction of the Premises did not result from, or was not contributed
to directly or indirectly by the act, fault or neglect of Tenant, or Tenant's
employees, officers, agents, servants, contractors, customers, clients, visitors,
guests, or other licensees or invitees. No damages, compensation or claim shall
be payable by Landlord for inconvenience, loss of business or annoyance directly,
incidentally or consequentially arising from any repair or restoration of any portion
of the Premises. Landlord shall have no obligation to carry insurance of any kind
for the protection of Tenant or any alterations or improvements paid for by Tenant;
Tenant's furniture; or on any fixtures, equipment, improvements or
appurtenances of Tenant under this Lease, and Landlord's restoration obligations
hereunder shall not include any obligation to repair any damage thereto or replace
the same.
b. Condemnation. If the Premises are made untenantable by eminent domain, or
conveyed under a threat of condemnation, this Lease shall automatically terminate as
of the earlier of the date title vests in the condemning authority or the condemning
authority first has possession of the Premises and all Rents and other payments shall
be paid to that date. If the condemning authority takes a portion of the Premises that
does not render the Premises untenantable, then this Lease shall continue in full
force and effect and the base monthly rent shall be equitably reduced based on the
proportion by which the floor area of any structures is reduced The reduction in
Rent shall be effective on the earlier of the date the condemning authority first has
possession of such portion or title vests in the condemning authority. Landlord shall
be entitled to the entire award from the condemning authority attributable to the
value of the Premises and Tenant shall make no claim for the value of its leasehold.
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Tenant shall be permitted to make a separate claim against the condemning
authority for moving expenses, provided that in no event shall Tenant's claim reduce
Landlord's award.
16. INSURANCE.
a. Tenant's Liability Insurance. During the Lease term, Tenant shall pay for and
maintain commercial general liability insurance with broad form property damage and
contractual liability endorsements. This policy shall name Landlord, its property
manager (if any}, and other parties designated by Landlord as additional insureds
using an endorsement form acceptable to Landlord, and shall insure Tenant's
activities and those of Tenant's employees, officers, agents, servants, contractors,
customers, clients, visitors, guests, or other licensees or invitees with respect to the
Premises against loss, damage or liability for personal injury or bodily injury
(including death) or loss or damage to property with a combined single limit of not
less than $2,000,000 with a $2,000,000 Umbrella, and a deductible of not more than
$10,000. Tenant's insurance will be primary and noncontributory with any liability
insurance carried by Landlord. Landlord requires Tenant to obtain and maintain
business income coverage for at least twelve (12) months, business auto liability
coverage, and, if applicable to Tenant's Permitted Use, warehouseman's coverage.
b. Tenant's Property Insurance. During the Lease term, Tenant shall pay for and
maintain special form clauses of loss coverage property insurance (with coverage for
earthquake if required by Landlord's lender and, if the Premises are situated in a
flood plain, flood damage) for all of Tenant's personal property, fixtures and
equipment in the amount of their full replacement value, with a deductible of
$500.00. Tenant's insurance shall include business income coverage with a benefit
payable not shorter than twelve months.
c. Miscellaneous. Tenant's insurance required under this Section shall be with
companies rated A -NII or better in Best's Insurance Guide, and which are admitted in
the state in which the Premises are located. No insurance policy shall be cancelled or
reduced in coverage and each such policy shall provide that it is not subject to
cancellation or a reduction in coverage except after thirty (30) days prior written
notice to Landlord. Tenant shall deliver to Landlord upon commencement of the
Lease and from time to time thereafter, copies of the insurance policies or evidence
of insurance and copies of endorsements required by this Section. In no event shall
the limits of such policies be considered as limiting the liability of Tenant under this
Lease. If Tenant fails to acquire or maintain any insurance or provide any policy or
evidence of insurance required by this Section, and such failure continues for five (5)
days after notice from Landlord, Landlord may, but shall not be required to, obtain
such insurance for Landlord's benefit and Tenant shall reimburse Landlord for the
costs of such insurance upon demand. Such amounts shall be Additional Rent
payable by Tenant hereunder and in the event of non-payment thereof, Landlord
shall have the same rights and remedies with respect to such non-payment as it has
with respect to any other non-payment of rent hereunder. Failure of the Tenant to
Comply with this section is considered a monetary default under this Lease.
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d. Waiver of Subrogation. Landlord and Tenant hereby release each other and any
other tenant, their agents or employees, from responsibility for, and waive their
entire claim of recovery for any loss or damage arising from any cause covered by
property insurance required to be carried or otherwise carried by each of them. Each
party shall provide notice to the property insurance carrier or carriers of this mutual
waiver of subrogation, and shall cause its respective property insurance carriers to
waive all rights of subrogation against the other. This waiver shall not apply to the
extent of the deductible amounts to any such property policies or to the extent of
liabilities exceeding the limits of such policies.
17. INDEMNIFICATION.
a. Indemnification by Tenant. Tenant shall defend, indemnify, and hold Landlord
and its property manager, if any, harmless against all liabilities, damages, costs, and
expenses, including attorneys' fees, for personal injury, bodily injury (including death)
or property damage arising from any negligent or wrongful act or omission of Tenant
or Tenant's employees, officers, agents, servants, contractors, customers, clients,
visitors, guests, or other licensees or invitees on or around the Premises, or arising
from any breach of this Lease by Tenant. Tenant shall use legal counsel reasonably
acceptable to Landlord in defense of any action within Tenant's defense obligation,
unless said legal counsel is engaged and/or appointed by and under the provisions
of the Tenant's insurance policy required herein or any other insurance policy.
b. Indemnification by Landlord. Landlord shall defend, indemnify and hold Tenant
harmless against all liabilities, damages, costs, and expenses, including attorneys'
fees, for personal injury, bodily injury (including death) or property damage arising
from any negligent or wrongful act or omission of Landlord or Landlord's employees,
officers, agents, servants, contractors, customers, clients, visitors, guests, or other
licensees or invitees on or around the Premises, or arising from any breach of this
Lease by Landlord. Landlord shall use legal counsel reasonably acceptable to
Tenant in defense of any action within Landlord's defense obligation, unless said legal
counsel is engaged and/or appointed by and under the provisions of an insurance
policy held by Landlord.
c. Waiver of Immunity. Landlord and Tenant each specifically and expressly waive
any immunity that each may be granted under the Washington State Industrial
Insurance Act, Title 51 RCW. Neither party's indemnity obligations under this Lease
shall be limited by any limitation on the amount or type of damages, compensation,
or benefits payable to or for any third party under the Worker Compensation Acts,
Disability Benefit Acts nor other employee benefit acts.
d. Exemption of Landlord from Liability. Except to the extent of claims arising out
of Landlord's gross negligence or intentional misconduct, Landlord shall not be liable
for injury to Tenant's business or assets or any loss of income therefrom or for
damage to any property of Tenant or of its employees, officers, agents, servants,
contractors, customers, clients, visitors, guests, or other licensees or invitees, or any
other person in or about the Premises.
e. Survival. The provisions of this Section 17 shall survive expiration or termination
of this Lease.
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18. ASSIGNMENT AND SUBLETTING. Tenant shall not assign, sublet, mortgage,
encumber or otherwise transfer any interest in this Lease (collectively referred to as a
"Transfer") or any part of the Premises, without first obtaining Landlord's written
consent, which said consent is at the Landlord's sole discretion. No Transfer shall
relieve Tenant of any liability under this Lease notwithstanding Landlord's
consent to such Transfer. Consent to any Transfer shall not operate as a waiver
of the necessity for Landlord's consent to any subsequent Transfer. In connection
with each request for consent to a Transfer, Tenant shall pay the reasonable cost
of processing same, including attorneys' fees, upon demand of Landlord.
If Tenant is a partnership, limited liability company, corporation, or other entity, any
transfer of this Lease by merger, consolidation, redemption or liquidation, or any
change in the ownership of, or power to vote, which singularly or collectively
represents a majority of the beneficial interest in Tenant, shall constitute a Transfer
under this Section.
As a condition to Landlord's approval, if given, any potential assignee or sublessee
otherwise approved by Landlord shall assume all obligations of Tenant under this
Lease and shall be jointly and severally liable with Tenant and any guarantor, if
required, for the payment of Rent and performance of all terms of this Lease. In
connection with any Transfer, Tenant shall provide Landlord with copies of all
assignments, subleases and assumption agreement or documents.
19. REPORTS. Tenant shall provide to the Landlord on a monthly basis, until terminated
by Landlord, the Tenant's monthly sales reports, excise tax reports and proof of
excise tax payment, monthly profit and loss statement, and cash flow reports. Tenant
shall provide the reports to the Landlord by the fifteenth (15th) of each month for the
preceding month.
Tenant shall provide to the Landlord on an annual basis, until terminated by Landlord,
the Tenant's annual sales report, excise tax report and proof of excise tax payments,
profit and loss statement, and its cash flow report. Tenant shall provide the annual
reports to the Landlord by April 20 for the preceding year.
20. LIENS. Tenant is not authorized to subject the Landlord's assets to any liens or claims
of lien. Tenant shall keep the Premises free from any liens created by or through
Tenant. Tenant shall indemnify and hold Landlord harmless from liability for any such
liens including, without limitation, liens arising from any Alterations. If a lien is filed
against the Premises by any person claiming by, through or under Tenant, Tenant
shall, within 10 days after Landlord's demand, at Tenant's expense, either remove
the lien or furnish to Landlord a bond in form and amount and issued by a surety
satisfactory to Landlord, indemnifying Landlord and the Premises against all liabilities,
costs and expenses, including attorneys' fees, which Landlord could reasonably incur
as a result of such lien.
21. SECURITY IN EQUIPMENT AND INVENTORY. Upon the execution of this Lease, the
Tenant does hereby grant and convey to the Landlord to secure all of the Tenant's
obligations under this Lease, a first -priority security interest in and to all of the Tenant's
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equipment and inventory to be located on the Lease premises or elsewhere, including
any equipment and inventory acquired by the Tenant during the Lease term, herein, the
"Collateral". The Collateral includes, but is not limited to, the items listed in the
attached Exhibit "C" to this Lease, which Tenant represents is owned by the Tenant.
Tenant authorizes and consents to the Landlord and/or its representative to take all
action necessary to perfect the Landlord's security interest in the Collateral, including
filing UCC financing statements describing the Collateral, any amendments to any
financing statements, and any document(s) which must be executed or filed to perfect
and to continue to perfect and maintain Landlord's priority in the Collateral. As long as
any amount remains payable by Tenant under this Lease, Tenant will keep the
equipment and inventory free and clear of any other liens or encumbrances. Landlord,
in addition to any other rights under this Lease, shall have all of the rights and remedies
of a secured party under the Uniform Commercial Code.
22. DEFAULT. The following occurrences shall each constitute a default by Tenant (an
"Event of Default):
a. Failure To Pay. Failure by Tenant to pay any sum, including Rent, due under this
Lease following five (5) days' notice from Landlord of the failure to pay.
b. Vacation/Abandonment. Vacation by Tenant of the Premises (defined as an
absence for at least fifteen (15) consecutive days without prior notice to Landlord),
or abandonment of the Premises (defined as an absence of five (5) days or more
while Tenant is in breach of some other term of this Lease). Tenant's vacation or
abandonment of the Premises shall not be subject to any notice or right to cure.
c. Insolvency. Tenant's insolvency or bankruptcy (whether voluntary or involuntary),
or appointment of a receiver, assignee or other liquidating officer for Tenant's
business; provided, however, that in the event of any involuntary bankruptcy or other
insolvency proceeding, the existence of such proceeding shall constitute an Event
of Default only if such proceeding is not dismissed or vacated within sixty (60) days
after its institution or commencement.
d. Levy or Execution. The taking of Tenant's interest in this Lease or the Premises,
or any part thereof, by execution or other process of law directed against Tenant, or
attachment of Tenant's interest in this Lease by any creditor of Tenant, if such
attachment is not discharged within fifteen (15) days after being levied.
e. Other Non -Monetary Defaults. The breach by Tenant of any agreement, term or
covenant of this Lease other than one requiring the payment of money and not
otherwise enumerated in this Section or elsewhere in this Lease, which breach
continues for a period of thirty (30) days after notice by Landlord to Tenant of the
breach.
f. Failure to Take Possession. Failure by Tenant to take possession of the
Premises on the Commencement Date or failure by Tenant to commence any
Tenant's Work in a timely fashion.
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Landlord shall not be in default unless Landlord fails to perform obligations required
of Landlord within a reasonable time, but in no event less than thirty (30) days after
notice by Tenant to Landlord. If Landlord fails to cure any such default within the
allotted time, Tenant's sole remedy shall be to seek actual money damages (but not
consequential or punitive damages) for loss arising from Landlord's failure to
discharge its obligations under this Lease. Nothing herein contained shall relieve
Landlord from its duty to perform of any of its obligations to the standard prescribed in
this Lease.
Any notice periods granted herein shall be deemed to run concurrently with and not in
addition to any default notice periods required by law.
23. REMEDIES. Landlord shall have the following remedies upon an Event of Default.
Landlord's rights and remedies under this Lease shall be cumulative, and none shall
exclude any other right or remedy allowed by law.
a. Termination of Lease. Landlord may terminate Tenant's interest under the
Lease, but no act by Landlord other than notice of termination from Landlord to
Tenant shall terminate this Lease. The Lease shall terminate on the date specified in
the notice of termination. Upon termination of this Lease, Tenant will remain liable to
Landlord for damages in an amount equal to the Rent and other sums that would
have been owing by Tenant under this Lease for the balance of the Lease term, less
the net proceeds, if any, of any reletting of the Premises by Landlord subsequent to
the termination, after deducting all of Landlord's Reletting Expenses (as defined
below). Landlord shall be entitled to either collect damages from Tenant monthly on
the days on which rent or other amounts would have been payable under the Lease,
or alternatively, Landlord may accelerate Tenant's obligations under the Lease and
recover from Tenant: (i) unpaid rent which had been earned at the time of
termination; (ii) the amount by which the unpaid rent which would have been earned
after termination until the time of award exceeds the amount of rent loss that Tenant
proves could reasonably have been avoided; (iii) the amount by which the unpaid rent
for the balance of the term of the Lease after the time of award exceeds the
amount of rent loss that Tenant proves could reasonably be avoided (discounting
such amount by the discount rate of the Federal Reserve Bank of San Francisco at
the time of the award, plus 1 %); and (iv) any other amount necessary to compensate
Landlord for all the detriment proximately caused by Tenant's failure to perform its
obligations under the Lease, or which in the ordinary course would be likely to result
from the Event of Default, including without limitation Reletting Expenses described in
Section 20(b) below.
b. Re -Entry and Reletting. Landlord may continue this Lease in full force and effect,
and without demand or notice, re-enter and take possession of the Premises or any
part thereof, expel the Tenant from the Premises and anyone claiming through or
under the Tenant, and remove the personal property of either. Landlord may relet
the Premises, or any part of them, in Landlord's or Tenant's name for the account of
Tenant, for such period of time and at such other terms and conditions as Landlord, in
its discretion, may determine. Landlord may collect and receive the rents for the
Premises. To the fullest extent permitted by law, the proceeds of any reletting shall be
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LANDLORD DATE
applied: first, to pay Landlord all Reletting Expenses (defined below); second, to pay
any indebtedness of Tenant to Landlord other than rent; third, to the rent due and
unpaid hereunder; and fourth , the residue, if any, shall be held by Landlord and
applied in payment of other or future obligations of Tenant to Landlord as the same
may become due and payable, and Tenant shall not be entitled to receive any portion
of such revenue. Re-entry or taking possession of the Premises by Landlord under
this Section shall not be construed as an election on Landlord's part to terminate this
Lease, unless a notice of termination is given to Tenant. Landlord reserves the right
following any re-entry or reletting, or both, under this Section to exercise its right to
terminate the Lease. Tenant will pay Landlord the Rent and other sums which would
be payable under this Lease if repossession had not occurred, less the net proceeds,
if any, after reletting the Premises and after deducting Landlord's Reletting Expenses.
"Reletting Expenses" is defined to include all expenses incurred by Landlord in
connection with reletting the Premises, including without limitation, all repossession
costs, brokerage commissions and costs for securing new tenants, attorneys' fees,
remodeling and repair costs, costs for removing persons or property, costs for storing
Tenant's property and equipment, and costs of tenant improvements and rent
concessions granted by Landlord to any new Tenant, prorated over the life of the new
lease.
c. Waiver of Redemption Rights. Tenant, for itself, and on behalf of any and all
persons claiming through or under Tenant, including creditors of all kinds, hereby
waives and surrenders all rights and privileges which they may have under any
present or future law, to redeem the Premises or to have a continuance of this Lease
for the Lease term, or any extension thereof.
d. Nonpayment of Additional Rent. All costs which Tenant is obligated to pay to
Landlord pursuant to this Lease, shall in the event of nonpayment, be treated as if
they were payments of Rent, and Landlord shall have the same rights it has with
respect to nonpayment of Rent.
e. Failure to Remove Property. If Tenant fails to remove any of its property from the
Premises at Landlord's request following an uncured Event of Default, Landlord may, at
its option, remove and store the property at Tenant's expense and risk. If Tenant
does not pay the storage cost within five (5) days of Landlord's request, Landlord may,
at its option, have any or all of such property sold at public or private sale (and
Landlord may become a purchaser at such sale), in such manner as Landlord deems
proper, without notice to Tenant. Landlord shall apply the proceeds of such sale: (i) to
the expense of such sale, including reasonable attorneys' fees actually incurred; (ii) to
the payment of the costs or charges for storing such property; (iii) to the payment of
any other sums of money which may then be or thereafter become due Landlord from
Tenant under any of the terms hereof; and (iv) the balance, if any, to Tenant. Nothing in
this Section shall limit Landlord's right to sell Tenant's personal property as permitted
by law or to foreclose Landlord's lien for unpaid rent.
24. MORTGAGE SUBORDINATION AND ATTORNMENT. This Lease shall
automatically be subordinate to any mortgage or deed of trust created by Landlord
which is now existing or hereafter placed upon the Premises including any advances,
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LANDLORD DA TE
interest, modifications, renewals, replacements or extensions ("Landlord's
Mortgage"). Tenant shall attorn to the holder of any Landlord's Mortgage or any
party acquiring the Premises at any sale or other proceeding under any Landlord's
Mortgage provided the acquiring party assumes the obligations of Landlord under
this Lease. Tenant shall promptly and in no event later than fifteen (15) days after
request execute, acknowledge and deliver documents, which the holder of any
Landlord's Mortgage may reasonably require as further evidence of this
subordination and attornment. Notwithstanding the foregoing, Tenant's obligations
under this Section to subordinate in the future are conditioned on the holder of each
Landlord's Mortgage and each party acquiring the Premises at any sale or other
proceeding under any such Landlord's Mortgage not disturbing Tenant's occupancy
and other rights under this Lease, so long as no uncured Event of Default by Tenant
exists.
25. NON -WAIVER. Landlord's waiver of any breach of any provision contained in this
Lease shall not be deemed to be a waiver of the same provision for subsequent acts
of Tenant. The acceptance by Landlord of Rent or other amounts due by Tenant
hereunder shall not be deemed to be a waiver of any previous breach by Tenant.
26. HOLDOVER. If Tenant shall, without the written consent of Landlord, remain in
possession of the Premises and fail to return them to Landlord after the expiration or
termination of the term, the tenancy shall be a holdover tenancy and shall be on a
month-to-month basis, which may be terminated according to Washington law.
During such tenancy, Tenant agrees to pay to Landlord 150% of the rate of rental last
payable under this Lease, unless a different rate is agreed upon by Landlord. All
other terms of the Lease shall remain in effect. Tenant acknowledges and agrees that
this Section does not grant any right to Tenant to holdover, and that Tenant may also
be liable to Landlord for any and all damages or expenses that Landlord may have
to incur as a result of Tenant's holdover.
27. NOTICES. All notices under this Lease shall be in writing and be sent both regular and
by certified mail to the other party at the address set forth in Section 1. The delivery of
the notices, both by regular and certified mail, shall be deemed effective three (3) days
after being deposited in the United States mail postage prepaid. The address for
notices and payment of rent set forth in section 1 may be modified by either party only
by written notice delivered in conformance with the Section.
28, COSTS AND ATTORNEYS' FEES. If Tenant or Landlord engage the services of an
attorney to collect monies due or to bring any action for any relief against the
other, declaratory or otherwise, arising out of this Lease, including any suit by
Landlord for the recovery of Rent or other payments, or possession of the Premises,
the losing party shall pay the prevailing party a reasonable sum for attorneys' fees in
such action, whether in mediation or arbitration, at trial, on appeal, and in any
bankruptcy proceeding.
29. ESTOPPEL CERTIFICATES. Tenant shall, from time to time, upon written request of
Landlord, execute, acknowledge and deliver to Landlord or its designee a written
statement specifying the following subject to any modifications necessary to make such
statements true and complete: (i) the total rentable square footage of the Premises; (ii)
the date the Lease term commenced and the date it expires; (iii) the amount of
minimum monthly Rent and the date to which such Rent has been paid; (iv) that this
Lease is in full force and effect and has not been assigned, modified, supplemented or
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LANDLORD DATE
amended in any way; (v) that this Lease represents the entire agreement between the
parties; (vi) that all obligations under this Lease to be performed by either party have
been satisfied; (vii) that there are no existing claims, defenses or offsets which the
Tenant has against the enforcement of this Lease by Landlord; (viii) the amount of
Rent, if any, that Tenant paid in advance; (ix) the amount of security that Tenant
deposited with Landlord; (x) if Tenant has sublet all or a portion of the Premises or
assigned its interest in the Lease and to whom; (xi) if Tenant has any option to extend
the Lease or option to purchase the Premises; and (xii) such other factual matters
concerning the Lease or the Premises as Landlord may reasonably request. Tenant
acknowledges and agrees that any statement delivered pursuant to this Section may
be relied upon by a prospective purchaser of Landlord's interest or assignee of any
mortgage or new mortgagee of Landlord's interest in the Premises. If Tenant shall fail
to respond within ten (10) days to Landlord's request for the statement required by
this Section, Landlord may provide the statement and Tenant shall be deemed to
have admitted the accuracy of the information provided by Landlord.
30. TRANSFER OF LANDLORD'S INTEREST. This Lease shall be assignable by
Landlord without the consent of Tenant. In the event of any transfer or transfers of
Landlord's interest in the Premises, other than a transfer for collateral purposes only,
upon the assumption of this Lease by the transferee, Landlord shall be automatically
relieved of obligations and liabilities accruing from and after the date of such transfer,
including any liability for any retained security deposit or prepaid rent, for which the
transferee shall be liable, and Tenant shall attorn to the transferee.
31. LANDLORD'S LIABILITY. Anything in this Lease to the contrary notwithstanding,
covenants, undertakings and agreements herein made on the part of Landlord are
made and intended not as personal covenants, undertakings and agreements for
the purpose of binding Landlord personally or the assets of Landlord but are made
and intended for the purpose of binding only the Landlord's interest in the
Premises, as the same may from time to time be encumbered. In no event shall
Landlord or its partners, shareholders, or members, as the case may be, ever be
personally liable hereunder.
32. RIGHT TO PERFORM. If Tenant shall fail to timely pay any sum or perform any
other act on its part to be performed hereunder, Landlord may make any such
payment or perform any such other act on Tenant's behalf. Tenant shall, within ten
(10) days of demand, reimburse Landlord for its expenses incurred in making such
payment or performance. Landlord shall (in addition to any other right or remedy of
Landlord provided by law) have the same rights and remedies in the event of the
nonpayment of sums due under this Section as in the case of default by Tenant in
the payment of Rent.
33. HAZARDOUS MATERIAL. As used herein, the term "Hazardous Material" means
any hazardous, dangerous, toxic or harmful substance, material or waste including
biomedical waste which is or becomes regulated by any local governmental authority,
the State of Washington or the United States Government, due to its potential harm to
the health, safety or welfare of humans or the environment. Landlord represents and
warrants to Tenant that, to Landlord's knowledge without duty of investigation, there is
no Hazardous Material on, in, or under the Premises as of the Commencement Date
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LANDLORD DATE
except as may otherwise have been disclosed to Tenant in writing before the
execution of this Lease. If there is any Hazardous Material on, in, or under the
Premises as of the Commencement Date which has been or thereafter becomes
unlawfully released through no fault of Tenant, then Landlord shall indemnify, defend
and hold Tenant harmless from any and all claims, judgments, damages , penalties,
fines, costs, liabilities or losses including without limitation sums paid in settlement
of claims, attorneys' fees, consultant fees and expert fees, incurred or suffered by
Tenant either during or after the Lease term as the result of such contamination.
Tenant shall not cause or permit any Hazardous Material to be brought upon, kept, or
used in or about, or disposed of on the Premises by Tenant, its employees, officers,
agents, servants, contractors, customers, clients, visitors, guests, or other licensees
or invitees, except with Landlord's prior consent and then only upon strict
compliance with all applicable federal, state and local laws, regulations, codes and
ordinances. If Tenant breaches the obligations stated in the preceding sentence, then
Tenant shall indemnify, defend and hold Landlord harmless from any and all claims,
judgments, damages, penalties, fines, costs, liabilities or losses including, without
limitation, diminution in the value of the Premises; damages for the loss or restriction
on use of rentable or usable space or of any amenity of the Premises, or
elsewhere; damages arising from any adverse impact on marketing of space at the
Premises; and sums paid in settlement of claims, attorneys' fees, consultant fees
and expert fees incurred or suffered by Landlord either during or after the Lease
term. These indemnifications by Landlord and Tenant include, without limitation,
costs incurred in connection with any investigation of site conditions or any cleanup,
remedial, removal or restoration work, whether or not required by any federal, state
or local governmental agency or political subdivision, because of Hazardous
Material present in the Premises, or in soil or ground water on or under the
Premises. Tenant shall immediately notify Landlord of any inquiry, investigation or
notice that Tenant may receive from any third party regarding the actual or suspected
presence of Hazardous Material on the Premises.
Without limiting the foregoing, if the presence of any Hazardous material brought
upon, kept or used in or about the Premises by Tenant, its employees, officers,
agents, servants, contractors, customers, clients, visitors, guests, or other
licensees or invitees, results in any unlawful release of any Hazardous Materials on
the Premises or any other property, Tenant shall promptly take all actions, at its
sole expense, as are necessary to return the Premises or any other property to the
condition existing prior to the release of any such Hazardous Material; provided
that Landlord's approval of such actions shall first be obtained, which approval may
be withheld at Landlord's sole discretion. The provisions of this Section shall
survive expiration or termination of this Lease.
34. QUIET ENJOYMENT. So long as Tenant pays the Rent and performs all of its
obligations in this Lease, Tenant's possession of the Premises will not be disturbed
by Landlord or anyone claiming by, through or under Landlord.
35. ESPRESSO STAND. At the time of entering this Lease there is an Espresso Stand on
the Premises, which is leased by the Landlord to the Espresso Stand tenant. The
Espresso Stand lease and all rental payments related thereto are the property of the
Landlord. The Espresso Stand will be maintained in the same location on the Premises
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LANDLORD DATE
as it presently exists on the Parcel B portion of the Premises. Tenant agrees to provide
the Espresso Stand tenant access and a key to and use of the fence and small shed
located to the rear of the 618 Park Avenue building and access to water, electricity,
garbage and the bathroom. Tenant agrees that the Espresso Stand tenant shall be
permitted to keep a small refrigerator in the shed and permitted daily clean up of
espresso equipment on site in the shed.
36. BILLBOARD. Landlord leases space for a Billboard, which is attached to the
Premises. Landlord shall retain the right to the Billboard and any proceeds there from.
Tenant will not interfere in any way with access to, the serving of, or any acts required
by Landlord or its Billboard lessee that relate to the Billboard.
37. MERGER. The voluntary or other surrender of this Lease by Tenant, or a mutual
cancellation thereof, shall not work a merger and shall, at the option of Landlord,
terminate all or any existing subtenancies or may, at the option of Landlord, operate
as an assignment to Landlord of any or all of such subtenancies.
38. TENANT'S NAME. Tenant warrants that it remains under the name of, is doing
business as, and is properly licensed and registered with the state of Washington as
Meister Werks, LLC., and is made up of one member. Any future members to Tenant
shall be required to sign a personal guaranty of this Lease.
39. COUNSEL. Both Landlord and Tenant acknowledge that they have had the
opportunity to have this Lease reviewed by their respective counsel.
40. GENERAL.
a. Heirs and Assigns. This Lease shall apply to and be binding upon Landlord
and Tenant and their respective heirs, executors, administrators, successors and
assigns.
b. Brokers' Fees. Tenant represents and warrants to Landlord it has not engaged
any broker, finder or other person who would be entitled to any commission or fees
for the negotiation, execution or delivery of this Lease and shall indemnify and hold
harmless Landlord against any loss, cost, liability or expense incurred by Landlord as
a result of any claim asserted by any such broker, finder or other person on the basis
of any arrangements or agreements made or alleged to have been made by or on
behalf of Tenant. Landlord represents that it has not engaged any broker, finder or
other person who would be entitled to any commission or fees for the negotiation,
execution or delivery of this Lease and shall indemnify and hold harmless Tenant
against any loss, cost, liability or expense incurred by Tenant as a result of any claim
asserted by any such broker, finder or other person on the basis of any arrangements
or agreements made or alleged to have been made by or on behalf of Landlord.
c. Non -Participation. During the entire term of this lease and any extensions thereof,
Rob Howie and/or Phil Becker and/or their family, heirs, assigns, designees,
organizations/business entities shall not be permitted to use any portion of the
Premises and/or participate in the running of Tenant's or any other businesses on the
property in any way.
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d. Entire Agreement. This Lease contains all of the covenants and agreements
between Landlord and Tenant relating to the Premises. No prior or contemporaneous
agreements or understandings pertaining to the Lease shall be valid or of any force
or effect and the covenants and agreements of this Lease shall not be altered,
modified or amended to except in writing signed by Landlord and Tenant.
e. Severability. Any provision of this Lease which shall prove to be invalid, void or
illegal shall in no way affect, impair or invalidate any other provision of this Lease.
f. Force -Majeure. Time periods for either party's performance under any provisions
of this Lease (excluding payment of Rent) shall be extended for periods of time
during which the party's performance is prevented due to circumstances beyond such
party's control, including without limitation, fires, floods, earthquakes, lockouts,
strikes, embargoes, governmental regulations, acts of God, public enemy, war or
other strife.
g. Governing Law. This Lease shall be governed by and construed in accordance
with the laws of the State of Washington.
h. Memorandum of Lease. Neither this Lease nor any memorandum or "short form"
thereof shall be recorded without Landlord's prior consent.
i. Submission of Lease Form Not an Offer. One party's submission of this Lease
to the other for review shall not constitute an offer to lease the Premises. This Lease
shall not become effective and binding upon Landlord and Tenant until it has been
fully signed by both of them.
j. No Light, Air or View Easement. Tenant has not been granted an easement or
other right for light, air or view to or from the Premises. Any diminution or shutting off
of light, air or view by any structure which may be erected on or adjacent to the
Premises shall in no way effect this Lease or the obligations of Tenant hereunder or
impose any liability on Landlord.
k. Authority of Parties. Each party signing this Lease represents and warrants to the
other that it has the authority to enter into this Lease, that the execution and delivery
of this Lease has been duly authorized, and that upon such execution and delivery,
this Lease shall be binding upon and enforceable against the party on signing.
I. Time. "Day" as used herein means a calendar day and "business day" means
any day on which commercial banks are generally open for business in the state
where the Premises are situated . Any period of time that would otherwise end on a
non -business day shall be extended to the next following business day. Time is of
the essence of this Lease.
41. EXHIBITS AND RIDERS. The following exhibits and riders are made a part of this
Lease, and the terms thereof shall control over any inconsistent provision in the
sections of this Lease:
INITIALS: LANDLORD DATE TENANT DATE 20
LANDLORD DATE
Exhibit A: Legal Description of the Property
Exhibit B: Picture outlining the Leased Premises
Exhibit C: Equipment List
Rent Rider
Option to Extend Rider
Limitation on Landlord's Liability Rider
Limited Guaranty of Tenant's Lease Obligations Rider
In witness whereof this Lease has been executed the date and year first above written.
Accepted and agreed this day of
Landlord
Tenant:
2015.
Amons Park Avenue, LLC
By: Manan John Amon
Its: Manager/Member
By: Humayra Amon
Its: Manager/Member
Meister Werks, LLC
By: Dave Meister
Its: Manger/Member
INITIALS: LANDLORD DATE TENANT DATE 21
LANDLORD DATE
State of Washington )
) ss Corporate Acknowledgment
County of King )
On this day of 2015, before me personally appeared Manan John Amon to
be known as a Manager/Member of Amons Park Avenue, LLC, the Corporation that executed
the within and foregoing instrument, and acknowledged the instrument to be the free and
voluntary act and deed of said Corporation, for the uses and purposes therein mentioned, and on
oath stated that affiant is authorized to execute said instrument on behalf of said Corporation.
Notary Public in and for the State of Washington
Residing at:
My appointment expires:
Print/Type Name:
State of Washington )
) ss Corporate Acknowledgment
County of King )
On this day of 2015, before me personally appeared Humayra Amon to be
known as a Manager/Member of Amons Park Avenue, LLC the Corporation that executed the
within and foregoing instrument, and acknowledged the instrument to be the free and voluntary
act and deed of said Corporation, for the uses and purposes therein mentioned, and on oath
stated that affiant is authorized to execute said instrument on behalf of said Corporation.
State of Washington )
ss
County of King )
Notary Public in and for the State of Washington
Residing at:
My appointment expires:
Print/Type Name:
Corporate Acknowledgment
On this day of 2015, before me personally appeared Dave Meister to be
known as a Manager/Member of Meister Werks, LLC, the Corporation that executed the within
and foregoing instrument, and acknowledged the instrument to be the free and voluntary act and
deed of said Corporation, for the uses and purposes therein mentioned, and on oath stated that
affiant is authorized to execute said instrument on behalf of said Corporation.
INITIALS: LANDLORD DATE
LANDLORD DATE
Notary Public in and for the State of Washington
Residing at:
My appointment expires:
Print/Type Name:
TENANT DATE
22
EXHIBIT A
PAGE 1 OF 1
[Legal Description of the Property]
20i7G919€ 0014.002
EXIT A
Parcel A:
'rho Nor€it 2$5 fevr of the -South 335 feet of lht Norlhweat getter of the Solttlavest Quarter of Section 9, Township
23 North, Rangc 5 East, VV, M., in, Xing Cmntq, Washington, lying East of Park Avenuo as shown on tbo Plat of
Winton Farm Plat, produced Nortberly,
Except she South I 1€1 fiat tbaeop,
Excerpt that portion convoyed to the City o3 Renton for stmet purgcsas under twarding da. 3325233;
E-xt�pt that portion conveyed to the City of Rcuton for strut purposes untie- rmording no. 12020411353;
Parcel B.-
The
:
The nth 110 i&t of the followma dewribed prscp
The North 235 feet of the Somb 315 of tate Noriltwest Quamr of the Southwest Quarm ofsection 9, Tb*1)Wp
23 Nonk Range 5 East, W. M, im Ring lying East of Park Avg Is shuvm OR the .Plat of
Renton Fam Plat, prEu a"d Northerly,
Fxcept that portion mrEveyed to thL City of Reiff % meet proposes wider recording no. 3325233;
Except that portion conveyod to th* City of Renton for met purposeta udder recording no. 7202040-153;
Arad except that po-tlon couveyed m the City ofRenton for Street purposes tender reeording nar 94t 6070573, records
l lg �_— ashlIIfyt9A.
Exhibit A
INITIALS: LANDLORD DATE TENANT DATE
LANDLORD DATE _ ._� TENANT DATE
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Meister Werks Equipment List
Item
Serial
Used Cost
Retail Cost
Jet Mill (JT -1055) ...............................................
8090011.......................................$8000........................$18,000
Powder Coating Oven / Spray Booth ....................
None. ... .........................
............. $1500 ...........................
$4000
Tire Machine (Coats 5060A) ..........................
9901104343 ....................................
$1000 ...........................
$3300
WheelBalancer .....................................................
NA ...........................................
$1200.. .........................
$3500
Media Blaster ................................................
Not Accessable
.................................$2500...........................$3000
Car Lift (TP-09A)...............................................CL0901
.......................................$1000...........................$2500
Brake Lathe ...................................................
Not Accessable
...................................$800...........................$2100
ToolBox & Tools ...................................................
NA ...............................
.......$2500.........................$5000
Summa 54" Vinyl Plotter...............................310606-10003
..................................$8000........................$20,400
Tool Box Media Blaster
EXHIBIT G
4
v
LL.
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plop-
RENT RIDER
This Rent Rider ("Rider") is a part of the Lease agreement dated 92015
(the "Lease") Anions Park Avenue, LLC, a Washington Limited Liability Company
("Landlord"), and Meister Werks, LLC, a Washington limited liability company ("Tenant")
concerning the space commonly known as 618 Park Ave (the "Premises"), located at the
property commonly known as 618 Park Avenue, Renton, Washington 98057 (the "Property).
BASE MONTHLY RENT SCHEDULE. Tenant shall pay Landlord base monthly rent during
the initial Lease Term according to the following schedule:
Lease Terms and
Base Monthly Rent Amount and NNN
Adjustment Period
First two months starting from
$0 (zero) base rent plus NNN
the Commencement Date
Beginning the third month from
$7,600.00 base rent plus NNN
the Commencement Date
through June 30, 2016
July 1, 2016 through January
$7,900.00 base rent plus NNN
30, 2017
February 1, 2017- January 30,
Immediate prior term's base rent plus CPI index increase plus NNN
2018
February 1, 2018- January 30,
Immediate prior term's base rent plus CPI index increase plus NNN
2019
February 1, 2019- January 30,
Immediate prior term's base rent plus CPI index increase plus NNN
2020
February 1, 2020- January 30,
Immediate prior term's base rent plus CPI index increase plus NNN
2021
CPI Index and Base Monthly Rental Increase.
The base monthly rental increases for years 2-5 of the term of the Lease noted above shall be
determined by the Consumer Price Index for all Urban Consumers (CPI) of the United States
Department of Labor Statistics. The CPI percentage applied to adjust the base rent will be the
CPI percentage published for the date nearest the adjustment period. However, in any event, 1) if
the CPI is less than two percent (2%), then the base rent increase for that term will be two
percent (2%) and, 2) if the CPI Index is greater than four percent (4%), then the base rent
increase will be capped at four percent (4%).
Note: If the Commencement Date is after February 1, 2016, then the Lease Terms and
Adjustment Period chart above shall be modified so that the lease is a five (5) year term.
RENT RIDER -Page 1 Landlord Tenant
OPTION TO EXTEND RIDER
This Option to Extend Rider ("Rider") is made part of the lease agreement dated
2015 (the "Lease") between AMONS PARK AVENUE LLC, A
WASHINGTON LIMITED LIABILITY COMPANY ("Landlord") and MEISTER WORKS,
LLC, A WASHINGTON LIMITED LIABILITY COMPANY ("Tenant") concerning the
leased space commonly known as 618 PARK AVE (the "Premises"), located at the
property commonly known as 618 PARK AVENUE, RENTON WA 98057 (the
"Property").
1. Extension of Lease. Provided Tenant is not in default of any
provision of the Lease at the time that Tenant exercises the right to extend the
Lease or at the time the new term begins, Tenant shall have two (2) successive
options to extend the term of the Lease for five (5) years each.
a. First Extension. The term of the Lease shall be extended
on the same terms, conditions and covenants set forth in the Lease,
except that (i) the amount of the Base Rent stated in the Lease for the
first exercised option to extend shall be adjusted as set forth below
(provided, however, that base Rent shall not be decreased); and (ii) there
shall be no free or abated rent periods, tenant improvement allowances
or other concessions that may have been granted to Tenant at the
beginning of the initial term hereof.
b. Second Extension. The term of the Lease shall be
extended on the same terms, conditions and covenants set forth in the
Lease, except that (i) the amount of the Base Rent stated in the Lease
for the second exercised option to extend shall be negotiated between
the parties, provided that the starting new base rent shall be at least two
percent (2%) greater than the base rent for the last period of the prior
extended period; (ii) there shall be no free or abated rent periods, tenant
improvement allowances or other concessions that may have been
granted to Tenant at the beginning of the initial term hereof; and (iii) after
exercise of Tenant's final extension term option, there shall be no further
extension or renewal term options.
2. Notice. To extend the Lease, Tenant must deliver written notice to
Landlord not less than two hundred and seventy (270) days prior to the
expiration of the then -current Lease term. Time is of the essence of this Rider.
3. Rent for First Extended Term. The base monthly rent for the first
exercised option to extend the term shall be as follows:
Option to Extend Rider -1 Landlord Tenant
BASE MONTHLY RENT SCHEDULE -FIRST EXTENDED TERM. Tenant shall pay
Landlord base monthly rent during the Lease Term according to the following
schedule:
Lease Terms and
Adjustment Period
February 1, 2021- January
30, 2022
Base Monthly Rent Amount and NNN
I The monthly base rent from the end of the prior term
ending January 30, 2021 plus CPI index increase plus
NNN
February 1, 2022- January Immediate prior term's base rent plus CPI index increase
30, 2023 plus NNN
February 1, 2023- January Immediate prior term's base rent plus CPI index increase
30, 2024 1 plus NNN
February 1, 2024- January ' Immediate prior term's base rent plus CPI index increase
30, 2025 : plus NNN
February 1, 2025- January Immediate prior term's base rent plus CPI index increase
30, 2026 plus NNN
I
Note: In the event the original commencement date under the Lease is after February
1, 2016, then the dates in the Lease Terms and Adjustment Period in the above chart
shall be adjusted to be in line with the original commencement date.
CPI Index and Base Monthly Rental Increase.
The base monthly rental increases for years 1-5 of the first extended term of the Lease
noted above shall be determined by using the Consumer Price Index for all Urban
Consumers (CPI) of the United States Department of Labor Statistics. The CPI
percentage applied to adjust the base rent will be the CPI percentage published for the
date nearest the adjustment period. However, in any event, 1) if the CPI is less than
two percent (2%), then the base rent increase for that term will be two percent (2%)
and, 2) if the CPI Index is greater than four percent (4%), then the base rent increase
will be capped at four percent (4%).
Option to Extend Rider -2 Landlord Tenant
LIMITATION ON LANDLORD'S LIABILITY RIDER
This Limitation on Landlord's Liability ("Rider") is made part of the lease agreement
dated , 2015 (the "Lease") between AMONS PARK AVENUE LLC, A
WASHINGTON LIMITED LIABILITY COMPANY ("Landlord") and MEISTER WORKS,
LLC, A WASHINGTON LIMITED LIABILITY COMPANY ("Tenant") concerning the
leased space commonly known as 618 PARK AVE (the "Premises"), located at the
property commonly known as 618 PARK AVENUE, RENTON WA 98057 (the
"Property").
Landlord and Tenant agree that Tenant's recourse against Landlord for any obligation
of Landlord under this Lease shall be limited to Tenant's execution against Landlord's
right, title and interest from time to time in the Premises. Neither the Landlord nor any
of its partners, shareholders, members, officers, directors, or other principals shall
have any personal liability to Tenant as the result of any breach or default by Landlord
under this Lease.
Limitation on Landlord's Liability Rider -1 Landlord Tenant _
LIMITED GUARANTY OF TENANT'S LEASE OBLIGATIONS RIDER
This Guaranty of Tenant's Lease Obligations Rider (the "Guaranty") is made by Dave Meister,
whose address is 1436 North 28th Street, Renton, Washington 98056 ("Guarantor"), for the
benefit of AMONS PARK AVENUE LLC, a Washington Limited Liability Company
("Landlord"), whose address is 16424 53rd Place South, Tukwila. WA 98188.
1. Underlying Lease. Landlord and MEISTER WERKS, A WASHINGTON LIMITED
LIABILITY COMPANY (Tenant"), have entered into that certain Lease Agreement dated
2015 (the "Lease") concerning the leased space commonly known as 618
PARK AVENUE RENTON WA 98057 (the "Premises").
2. Guaranty. Guarantor induced Landlord to enter into the Lease in consideration for
Guarantor's guaranty, and Guarantor further acknowledges that it receives direct financial and
economic benefits because Tenant will lease the Premises. Therefore, Guarantor absolutely,
unconditionally and irrevocably guarantees to Landlord and its successors and assigns, with any
deduction that would be attributable to tenant by reason of set-off, defense or counterclaim, a)
the full, punctual, and complete payment of all rent and other sums to be paid to Landlord under
the Lease, including all attorney's fees, costs and expenses of collection incurred by Landlord in
enforcing its rights and remedies under the Lease and this Guaranty; and b) the full, punctual,
and complete discharge and performance of each and every other term, covenant, obligation and
warranty of Tenant contained in the Lease. If Tenant defaults or breaches the Lease, Guarantor
shall perform Tenant's obligations on Tenant's behalf. This Guaranty shall remain in full force
and effect until all the terms, covenants, conditions, and agreements' contained in the Lease are
fully performed and observed. This Guaranty shall be enforceable against Guarantor without the
necessity of any suit or proceeding on the part of Landlord against Tenant or any other party.
3. No Discharge of Guarantor. This Guaranty shall not be discharged and the liability of
Guarantor shall in no way be affected by (a) the release or discharge of Tenant in any
receivership, bankruptcy or other proceeding; (b) the impairment, limitation or modification of
any liability to Landlord of Tenant or the estate of Tenant in bankruptcy, or of any remedy for
the enforcement of Tenant's liability under the Lease or resulting from the operation of any
present or future provision of federal or state bankruptcy or insolvency laws or other statute or
from the decision in any court; (c) the rejection or disaffirmance of the Lease in any bankruptcy,
insolvency, or similar proceeding; (d) the assignment, transfer, or encumbrance of all or any
portion of the Tenant's interest in the Lease, the subletting of all or any portion of the Premises,
or the granting to any third party of any rights of occupancy of all or any portion of the Premises;
(e) waiver of discharge by Landlord of default or future performance by Tenant of any term of
the Lease or Guaranty; (f) the exercise, forbearance, or election by Landlord of any of its rights
or remedies reserved under the Lease, this Guaranty, or by law; (g) the release by Landlord of
any security given to Landlord; or (h) any extension, renewal, amendment, expansion, or
termination of the Lease.
4. Notice. Landlord shall have no obligation to notify Guarantor of any of the events
described in Paragraph 3 of this Guaranty, and Guarantor waives any such notice and
acknowledges specifically that such waiver includes notice of acceptance of this Guaranty,
LIMITED GUARANTY OF TENANT'S LEASE OBLIGATIONS RIDER OF -2
notice of any event of default under the Lease or this Guaranty, opportunity to cure any event of
default under the Lease or this Guaranty, and proof of notice or demand to Tenant relating to any
event of default. Until all of the obligations of Tenant set forth in the Lease are fully performed
and observed (including without limitation the payment of all rent and other sums required to be
paid by Tenant to Landlord), Guarantor shall have no right of subrogation against Tenant by
reason of any payments or acts of performance by Guarantor hereunder, and subordinates any
liability or indebtedness of Tenant now or hereafter held by Guarantor to the obligations of
Tenant to Landlord under the Lease.
5. Personal Assets Excluded from Limited Personal Guarantee. The parties agree that
the following personal assets of the Guarantors are specifically excluded from this Guaranty and
Landlord shall have no right of execution, garnishment or seizure by way of judgment,
Landlord's lien or security in the assets:
a. Guarantors personal real estate (residence) which is currently located at 1436
North 28'h Street, Renton, Washington 98056 or as identified by future agreed amendment.
b. Nicole Meister's employment wages.
C. The Guarantor's life insurance policies death benefit and/or cash surrender value.
6. Attorneys' Fees. If either party is required to employ an attorney to enforce or declare its
rights hereunder, including in any appeal, bankruptcy or insolvency proceeding involving Tenant
or any Guarantor, the prevailing party in any such action shall be entitled to recover its attorneys'
fees and costs.
7. Successors and Assigns. The benefits of this Guaranty shall inure to the successors and
assigns of Landlor and shall be binding upon Guarantor's successors, assigns, heirs, and legal
and personal repr entatives.
Dave ester,' uaranG for Date
Amons Park Avenue, LLC
By: Manan John Amon Date By: Humayra Amon
Its: Manager/Member Its: Manager/Member
i,i1111'1'i;ll GUARANTY OFTLNANT'S LLASL OBLIGA"I'IONS RIDER OF -3
State of Washington )
) ss
County of King )
On this 7 day of QPccrn6er 2015, before me personally appeared Dave Meister who
executed the within and foregoing instrument, and acknowledged the instrument to be his free
and voluntary act and deed, for the uses and purposes therein mentioned.
Notary Public
State of Washington
PAUL FREDSON
My Appointment Expires Apr 3, 2017
Nolan, Public in and for the State of Washington
Printfrypc Name: Paul r-reu`son
Residing at: _14 n3_
My appointment expires: +6 i 13, ogi7___
State of Washington )
) ss Corporate Acknowledgment
County of King )
On this A day of2015, before me personally appeared Manan. John Amon to
be known as a Manager/Mem er of Anions Park Avenue, LLC, the Corporation that executed
the within and foregoing instrument, and acknowledged the instrument to be the free and
voluntary act and deed of said Corporation, for the uses and purposes therein mentioned, and on
oath stated that affiant is authorized to execute said instrument on, behalf of said Corporation.
Notary Public
State of Washington
EILEEN CHIN
MY COMMISSION EXPIRES
June 17, 2019
State of Washington )
) ss
County of King )
Notary Publjc in
Residing at:'r l,U
My appointment
Print/Type Name
Corporate Acknowledgment
On this day of Q1 2015, before me personally appeared Humayra Amon to be
known as a Manager/Member o Antons Park Avenue, LLC the Corporation that executed the
within and foregoing instrument, and acknowledged the instrument to be the free and voluntary
act and deed of said Corporation, for the uses and purposes therein mentioned, and on oath stated
that affiant is authorized to execute said instrument on behalf of said Corporation.
Notary Public
State of Washington Notary Public in and for t e Stat f sin ton
EILEEN CHIN Residing at�
MY COMMISSION D(PIRES My appointment ex 1r s: �Gl
June 17, 2019 Print/Type Name 1