HomeMy WebLinkAboutLease LAG-10-003
OFFICE LEASE
RENTON CITY HALL
This month-to-month Lease is made this 1st day of July 2010 by and between THE CITY OF
RENTON, WASHINGTON, a Washington municipal corporation ("Landlord"), and THE SOUTH
CORRECTIONAL ENTITY, a Washington governmental administrative agency ("Tenant"), who
agree as follows:
1. Fundamental Terms. As used in this Lease, the following capitalized terms shall have the
following meanings:
(a) "Land" means the land on which the Building is located, situated in the City of Renton,
County of King, State of Washington,which is described on Exhibit A.
(b) "Building" means the building in which the Premises are located, commonly known as
the Renton City Hall,the street address of which is 1055 Grady Way, So.,Renton, Washington 98055.
(c) "Premises" means that certain space outlined in red in Exhibit B and located on the third
(3`a)floor of the Building designated as Suite 345.
(d) "Agreed Areas"means the agreed amount of rentable square feet of space in the Building
and the Premises. Landlord and Tenant stipulate and agree for all purposes under this Lease that the
Building contains approximately 117,021 rentable square feet of space (the "Building Area") and that the
Premises contain approximately 800 rentable square feet of space(the "Premises Area").
(e) "Commencement Date" means July 1, 2010, or such later date as provided in Section 4
hereof.
(f) "Expiration Date"means September 30,2011.
(g) "Term" means the months commencing on the Commencement Date and continuing
through the Expiration Date unless terminated by notice pursuant to Par. 4, below.
(h) "Minimum Monthly Rent" means the following amounts as to the following periods
during the Term of this Lease:
Period Monthly Amount
July 1,2010 to September 30,2011 $ `�D .
per month
($18.00 per rentable square foot)
(i) "Permitted Use" means use as general business/administrative offices for purposes of
providing data security and disk record storage for corporate customers and for purposes of sales and
marketing for disk record storage.
0) Intentionally deleted.
(k) Intentionally deleted.
(1) "Security Deposit"means Zero and OOH 100ths Dollars($0.00)
*me V
(m) "Landlord's Address for Notice" means The City of Renton, Facilities Director, 1055
South Grady Way,Renton,WA 98057
(n) "Landlord's Address for Payment of Rent" means The City of Renton, Finance
Department, 1055 South Grady Way, Renton, WA 98057.
(o) "Tenant's Address for Notice" means SCORE, Attn: Penny Bartley, 1055 South Grady
Way, Renton,WA 98057.
(p) "Exhibits"means the following Exhibits to this Lease:
Exhibit A-Legal Description of the Property
Exhibit B -Outline Drawing of the Premises
Exhibit C -Rules and Regulations
(q) "Rider"means the following Rider which is attached hereto: Rider Related to Parking by
and between THE CITY OF RENTON, WASHINGTON, a Washington municipal corporation
("Landlord"), and SOUTH CORRECTIONAL ENTITY, a Washington governmental
administrative agency("Tenant").
(r) "Definitions" means the words and phrases defined in Section 41 captioned
"Definitions."
2. Premises. Landlord leases to Tenant and Tenant leases from Landlord the Premises for the
Term.
3. Appurtenances. Tenant, and its authorized representatives, shall have the right to use, in
common with others and subject to the Rules and Regulations, the Common Areas of the Building,
including reasonable parking. Landlord shall have the right, in Landlord's sole discretion, from time to
time to (i)make changes to the Building interior and exterior and Common Areas, including without
limitation, changes in the location, size, shape, number and appearance thereof, (ii)to close temporarily
any of the Common Areas for maintenance purposes so long as reasonable access to the Premises and
parking remain available, and (iii)to use the Common Areas while engaged in making additional
improvements, repairs or alterations to the Building. All of the windows and exterior walls of the
Premises and any space in the Premises used for shafts, stacks, pipes, conduits, ducts, electrical
equipment or other utilities or Building facilities are reserved solely to Landlord and Landlord shall have
rights of access through the Premises for the purpose of operating, maintaining and repairing the same,
provided, however, that such changes shall not materially affect Tenant's access to, or use and occupancy
of,the Premises.
4. Term. The Term shall commence on the Commencement Date and expire on the Expiration
Date, unless sooner terminated pursuant to this Lease. Either party to this Lease may terminate the same
upon not less than thirty (30) days' written notice to the other party, whereupon, on the thirtieth day after
delivery of such notice,this Lease shall terminate and, except for obligations which by their express terms
survive the expiration or termination of this Lease, neither party shall have any continuing obligations to
the other hereunder
5. Minimum Monthly Rent; Late Charge.
(a) Minimum Monthly Rent. Tenant shall pay to Landlord the Minimum Monthly Rent
without deduction, offset, prior notice or demand, in advance on the first day of each month during the
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Term. Minimum Monthly Rent for any partial month shall be prorated at the rate of 1/30th of the
Minimum Monthly Rent per day. Minimum Monthly Rent is exclusive of any sales, franchise, business
or occupation or other tax based on rents (other than Landlord's general income taxes) and should such
taxes apply during the Term, the Minimum Monthly Rent shall be increased by the amount of such taxes.
All Rent shall be paid to Landlord at Landlord's Address for Payment of Rent or at such other address as
Landlord may specify by notice to Tenant.
(b) Late Charge. Tenant acknowledges that the late payment by Tenant of any Rent will
cause Landlord to incur administrative, collection, processing and accounting costs and expenses not
contemplated under this Lease, the exact amount of which are extremely difficult or impracticable to fix.
Therefore, if any Rent is not received by Landlord from Tenant by the fifth (5th) calendar day after such
Rent is due, Tenant shall immediately pay to Landlord a late charge equal to five percent (5%) of the
amount of such Rent or Seventy-five and No/100th Dollars ($75.00), whichever is greater. Landlord and
Tenant agree that this late charge represents a reasonable estimate of such costs and expenses and is fair
compensation to Landlord for its loss caused by Tenant's nonpayment. Should Tenant pay said late
charge but fail to pay contemporaneously therewith all unpaid amounts of Rent, Landlord's acceptance of
this late charge shall not constitute a waiver of Tenant's default with respect to Tenant's nonpayment nor
prevent Landlord from exercising all other rights and remedies available to Landlord under this Lease or
under law.
6. Intentionally Omitted.
7. Real Property Taxes. All Real Property Taxes and assessments payable in connection with
the Premises and the Property are included in Tenant's Minimum Monthly Rent and Tenant shall not be
responsible for payment of any additional amounts in connection with Real Property Taxes.
8. Personal Property Taxes. Tenant shall pay prior to delinquency all personal property taxes
assessed against and levied upon trade fixtures, furnishings, equipment and all other personal property of
Tenant contained in the Premises or elsewhere. If possible, Tenant shall cause such trade fixtures,
furnishings, equipment and all other personal property of Tenant to be assessed and billed separately from
the Property.
9. Intentionally Omitted.
10. Use. Tenant shall use the Premises for the Permitted Use and for no other use without Landlord's
prior written consent. Tenant's use of the Premises shall be in accordance with the following:
(a) Insurance. Tenant shall not do, bring, or keep anything in or about the Premises or the
Property that will cause a cancellation of any insurance covering the Property. If the rate of any insurance
carried by Landlord on the Property as published by the Washington Survey and Rating Bureau, or any
successor rating bureau or agency, is increased as a result of Tenant's use, then Tenant shall pay to
Landlord not less than ten (10) days before the date Landlord is obligated to pay a premium on the
insurance, a sum equal to the difference between the original premium and the increased premium.
(b) Compliance with Laws. Tenant shall comply with all Laws concerning the Premises
and Tenant's use of the Premises.
(c) Waste, Nuisance and Improper Use. Tenant shall not use the Premises in any manner
that will constitute waste, nuisance or unreasonable annoyance to other tenants in the Building, including
without limitation,(i)the use of loudspeakers or sound or light apparatus that can be heard or seen outside
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the Premises, (ii)for cooking or other activities that cause odors that can be detected outside the Premises,
or(iii)for lodging or sleeping rooms.
(d) Damage to Property. Tenant shall not do anything in, on or about the Premises that will
cause damage to the Property.
(e) Rules and Regulations. Tenant and its authorized representatives shall comply with the
Rules and Regulations set forth on Exhibit D attached hereto. Landlord shall have the right to amend the
Rules and Regulations from time to time. In the event of a conflict between this Lease and the Rules and
Regulations, as amended, this Lease shall control. Landlord shall have the right to enforce the Rules and
Regulations and shall make commercially reasonable efforts to do so fairly and uniformly. Landlord shall
have no liability or responsibility whatsoever with respect to the noncompliance by other tenants or their
authorized representatives with any of such Rules and Regulations.
11. Hazardous Substances. Tenant shall not dispose of or otherwise allow the release of any
Hazardous Substances in, on or under the Premises, or the Property, or in any tenant improvements or
alterations placed on the Premises by Tenant. Tenant represents and warrants to Landlord that Tenant's
intended use of the Premises does not involve the use,production, disposal or bringing on to the Premises
of any Hazardous Substances, except for products normally used in general business offices which
constitute Hazardous Substances, provided that such products are used, stored and disposed of in
accordance with applicable laws and manufacturer's and supplier's guidelines. Tenant shall promptly
comply with all laws and with all orders, decrees or judgments of governmental authorities or courts
having jurisdiction, relating to the use, collection, treatment, disposal, storage, control, removal or
cleanup of Hazardous Substances, on or under the Premises or the Property, or incorporated in any tenant
improvements or alterations, at Tenant's expense. The foregoing sentence shall not require Tenant to take
any actions or pay any monies with respect to Hazardous Substances which were on the Property prior to
the execution of this Lease or which are brought onto the Premises by someone other than Tenant,
Tenant's agents,Tenant's visitors, Tenant's contractors or Tenant's employees.
(a) Compliance; Notification. After notice to Tenant and a reasonable opportunity for
Tenant to effect such compliance, Landlord may, but is not obligated to, enter upon the Premises and take
such actions and incur such costs and expenses to effect such compliance as it deems advisable to protect
its interest in the Premises and the Property, provided, however that Landlord shall not be obligated to
give Tenant notice and an opportunity to effect such compliance if(i)such delay might result in material
adverse harm to the Premises, or the Property, or (ii)an emergency exists. Tenant shall reimburse
Landlord for the full amount of all costs and expenses incurred by Landlord in connection with such
compliance activities, and such obligation shall continue even after expiration or termination of the Term.
Tenant shall notify Landlord immediately of any release of any Hazardous Substances on the Premises or
the Property.
(b) Indemnity by Tenant. Tenant agrees to hold Landlord harmless from and against any
and all damages, charges, cleanup costs, remedial actions, costs and expenses, which may be imposed on,
incurred or paid by, or asserted against Landlord, the Premises or the Property by reason of, or in
connection with (1)any misrepresentation, breach of warranty or other default by Tenant under this
Lease, or (2)the acts or omissions of Tenant, its authorized representatives, or any subtenant or other
person for whom Tenant would otherwise be liable, resulting in the release of any Hazardous Substances
on the Premises or the Property. The foregoing indemnity specifically excludes, and Tenant shall have no
responsibility for, any pre-existing conditions or Hazardous Substances released or discharged by
Landlord or any third parties.
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(c) Acknowledgment as to Hazardous Substances. Tenant acknowledges that the
Premises may contain Hazardous Substances, and Tenant accepts the Premises and the Building
notwithstanding such Hazardous Substances. Landlord represents and warrants to Tenant that to the best
of Landlord's knowledge, without independent investigation or inquiry, as of the date of execution of this
Lease there has been no release in the Premises of any Hazardous Substances in violation of any
applicable Laws and that the Building does not contain Hazardous Substances, except standard cleaning
solutions and certain standard office supplies, such as toner for copiers and printers, used in the normal
course of operating an office building. The term "best of Landlord's knowledge" means and includes
only the actual knowledge of the City of Renton Facilities Manager. If Landlord is required by any law to
take any action to remove or abate any Hazardous Substances, or if Landlord deems it necessary to
conduct special maintenance or testing procedures with regard to any Hazardous Substances, or to remove
or abate any Hazardous Substances, Landlord may take such action or conduct such procedures at times
and in a manner that Landlord deems appropriate under the circumstances, and Tenant shall permit the
same.
(d) Survival. The provisions of this Section shall survive the expiration or sooner
termination of the Term. No subsequent modification or termination of this Lease by agreement of the
parties or otherwise shall be construed to waive or to modify any provisions of this Section unless the
termination or modification agreement or other document expressly so states in writing.
12. Landlord's Maintenance; Inclusion in Minimum Monthly Rent.
(a) Landlord's Maintenance. Except as provided in Section 13 captioned "Tenant's
Maintenance; Remedies," Section 23 captioned "Destruction" and Section 24 captioned "Condemnation"
and except for damage caused by any negligent or intentional act or omission of Tenant or its authorized
representatives, Landlord shall maintain in good condition and repair the following: (i)the structural
parts of the Building, which structural parts include only the foundations, bearing and exterior walls
including exterior glass, (excluding doors), subflooring and roof, (ii)the building standard lighting
fixtures, window coverings and ceiling tiles and the unexposed electrical, plumbing and sewage systems,
including without limitation, those portions lying outside the Premises, (iii)the heating, ventilating and
air-conditioning system, if any, servicing the Building, (iv)the lobbies, corridors, elevators, public or
common restrooms and other common areas of the Building, and (v)the sidewalks, grounds, landscaping,
parking and loading areas, if any, and other common areas of the Property.
(b) Inclusion in Operating Costs. The cost of maintaining, repairing, replacing or servicing
the portions of the Building that Landlord is required to maintain pursuant to this Section is, and
throughout the Term shall be, included in the Minimum Monthly Rent payable by Tenant.
13. Tenant's Maintenance; Remedies.
(a) Tenant's Maintenance. Except as provided in Section 12 captioned "Landlord's
Maintenance; Inclusion in Minimum Monthly Rent," Section 23 captioned "Destruction" and Section 24
captioned "Condemnation" and except for damage caused by any grossly negligent or intentional act or
omission of Landlord or its authorized representatives, Tenant, at its cost, shall maintain in good
condition and repair the Premises, including without limitation, all of the Tenant Improvements (except
for latent defects), Tenant's alterations, Tenant's trade fixtures, Tenant's personal property, signs, walls,
interior partitions, wall coverings, windows, non-building standard window coverings, interior glass,
doors, carpeting and resilient flooring, non-building standard ceiling tiles, plumbing fixtures and non-
building standard lighting fixtures. Tenant shall be liable for any damage to the Premises and the
Building resulting solely from the acts or omissions of Tenant or its authorized representatives.
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(b) Landlord's Remedies. If Tenant fails to maintain the Premises in good condition and
repair as required by Subsection 13(a) and if such failure is not cured within thirty (30) days after notice
of such failure is given by Landlord to Tenant, then Landlord may, at its option, cause the Premises to be
maintained in good condition and repair and Tenant shall promptly reimburse Landlord for all reasonable
costs incurred by Landlord in performance of Tenant's obligation to maintain the Premises.
14. Tenant Improvements and Alterations; Trade Fixtures.
(a) Tenant Improvements and Alterations. Tenant shall not make any improvements or
alterations to the Premises without Landlord's prior written consent. Any improvements and alterations
made by either party shall remain on and be surrendered with the Premises on expiration or termination of
the Term. Any improvements and alterations that remain on the Premises on expiration or termination of
the Term shall automatically become the property of Landlord and title to such improvements and
alterations shall automatically pass to Landlord at such time without any payment therefor by Landlord to
Tenant. If Tenant or its authorized representatives make any improvements or alterations to the Premises
as provided in this Section, then such improvements and alterations (i) shall be made in a first class
manner in conformity with then existing building standard improvements, (ii) shall be made using then
existing building standard materials, (iii)shall be made in compliance with the Rules and Regulations and
the reasonable directions of Landlord, (iv) shall be made pursuant to a valid building permit to be
obtained by Tenant, at its cost, (v) shall be made in conformity with then applicable Laws, including
without limitation, building codes, and (vi) shall not be commenced until five (5) days after Landlord has
received notice from Tenant stating the date the installation of such improvements and alterations is to
commence so that Landlord can post and record an appropriate notice of nonresponsibility.
(b) Trade Fixtures. Tenant shall not install any trade fixtures in or on the Premises without
Landlord's prior written consent.
15. Mechanics' Liens. Tenant shall pay, or cause to be paid, all costs of labor, services and/or
materials supplied in connection with any Work. Tenant shall keep the Property free and clear of all
mechanics' liens and other liens resulting from any Work. Prior to the commencement of any Work or
the supply or furnishing of any labor, services and/or materials in connection with any Work, Tenant shall
provide Landlord with a labor and material payment bond in an amount equal to one hundred percent
(100%) of the aggregate price of all contracts therefor, with release of the bond conditioned on Tenant's
payment in full of all claims of lien claimants for such labor, services and/or materials supplied in the
prosecution of the Work. Said payment bond shall name Landlord as a primary obligee, shall be given by
a surety which is satisfactory to Landlord, and shall be in such form as Landlord shall approve in its sole
discretion. Tenant shall have the right to contest the correctness or validity of any such lien if,
immediately on demand by Landlord, it procures and records a lien release bond issued by a responsible
corporate surety in an amount sufficient to satisfy statutory requirements therefor in the State of
Washington. Tenant shall promptly pay or cause to be paid all sums awarded to the claimant on its suit,
and, in any event,before any execution is issued with respect to any judgment obtained by the claimant in
its suit or before such judgment becomes a lien on the Premises, whichever is earlier. If Tenant shall be
in default under this Section, by failing to provide security for or satisfaction of any mechanic's or other
liens,then Landlord may(but shall not be obligated to), in addition to any other rights or remedies it may
have, discharge said lien by(i)paying the claimant an amount sufficient to settle and discharge the claim,
(ii)procuring and recording a lien release bond, or (iii)taking such other action as Landlord shall deem
necessary or advisable, and, in any such event, Tenant shall pay as Additional Rent, on Landlord's
demand, all costs (including reasonable attorney fees) incurred by Landlord in settling and discharging
such lien together with interest thereon in accordance with Section 39 captioned "Interest on Unpaid
Rent" from the date of Landlord's payment of said costs. Landlord's payment of such costs shall not
waive any default of Tenant under this Section.
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16. Utilities and Services.
(a) Utilities and Services Furnished by Landlord. Landlord shall furnish the Premises
with:
(i) Electricity for lighting and power suitable for the use of the Premises for ordinary
general office purposes; provided, however, that Tenant shall not at any time have a connected electrical
load for lighting purposes in excess of the wattage per square foot of Premises Area required for building
standard amounts of lighting, or a connected load for all other power requirements in excess of four (4)
watts per square foot of Premises Area as determined by Landlord, and the electricity so provided for
lighting and power shall not exceed such limits, subject to any lower limits set by any governmental
authority with respect thereto;
(ii) Subject to the reasonable limitations of the existing building systems, heating,
ventilating and air-conditioning, if the Building has an air-conditioning system, to maintain a temperature
range in the Premises which is customary for similar office space in the Seattle/Bellevue/Renton,
Washington area (but in compliance with any applicable governmental regulations with respect thereto).
Tenant agrees to keep closed, when necessary, blinds, draperies and windows which must be closed to
provide for the efficient operation of the heating and air conditioning systems, if any, and Tenant agrees
to cooperate with Landlord and to abide by the regulations and requirements which Landlord may
prescribe for the proper functioning and protection of the heating,ventilating and air-conditioning system,
if any. If Tenant requires heating, ventilating and air conditioning to the Premises other than during
normal business hours from 7:30 A.M. to 6:00 P.M. daily, except Saturdays, Sundays and those legal
holidays generally observed in the State of Washington, Landlord shall, upon Tenant's request made not
less than twenty-four(24 hours) before the time Tenant requires the after hours service, and not later than
Noon on the Friday before any Saturday or Sunday on which Tenant requires such service, and not later
than Noon of the day before any holiday on which Tenant requires such service (except as otherwise
provided in the Rules and Regulations), furnish such heating, ventilating and air conditioning. The
parties agree that the rate payable by Tenant to Landlord for such after hours service shall be $12.00 for
each hour of heating, ventilating and air conditioning provided to the Premises outside of normal business
hours during the initial five year term of this lease. Amounts due for such after hours service shall be
payable monthly on receipt of an invoice from Landlord.
(iii) Water for restroom and drinking purposes and access to restroom facilities;
(iv) Elevator service for general office pedestrian usage if the Building is serviced by
elevators;
(v) Relamping of building-standard light fixtures;
(vi) Washing of interior and exterior surfaces of exterior windows with reasonable
frequency; and
(vii) Janitorial service five(5)times per week, except holidays.
(b) Payment for Excess Utilities and Services. All services and utilities for the Premises
not required to be furnished by Landlord pursuant to Section 16(a) shall be paid for by Tenant. If Tenant
requires, on a regular basis, water, heat, air conditioning, electric current, elevator or janitorial service in
excess of that provided for in Section 16(a),then Tenant shall first obtain the written consent of Landlord
which consent may be withheld in Landlord's sole discretion. If Landlord consents to such excess use,
Landlord may install an electric current or water meter (including, without limitation, any additional
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wiring, conduit or panel required therefor) to measure the excess electric current or water consumed by
Tenant or may cause the excess usage to be measured by other reasonable methods (e.g. by temporary
"check" meters or by survey). Tenant shall pay to Landlord upon demand (i)the cost of any and all
water, heat, air conditioning, electric current,janitorial, elevator or other services or utilities required to
be furnished to Tenant in excess of the services and utilities required to be furnished by Landlord as
provided in Section 16(a); (ii)the cost of installation, maintenance and repair of any meter installed in the
Premises; (iii)the cost of all electricity and water consumed by Tenant in connection with any dedicated
heating, ventilating and/or air conditioning, computer power and/or air conditioning, telecommunications
or other special systems of Tenant, including any power usage other than through existing standard 110-
volt AC outlets; and (iv)any cost incurred by Landlord in keeping account of or determining such excess
utilities or services furnished to Tenant. Landlord's failure to bill Tenant for any such excess utilities or
services shall not waive Landlord's right to bill Tenant for the excess at a later time.
(c) Temperature Balance. Landlord makes no representation to Tenant regarding the
adequacy or fitness of the heating, ventilating and air-conditioning systems, if any, in the Building to
maintain temperatures that may be required for, or because of, any of Tenant's equipment which uses
other than the fractional horsepower normally required for office equipment, and Landlord shall have no
liability for loss or damage suffered by Tenant or others in connection therewith. If the temperature,
otherwise maintained in any portion of the Premises by the heating, air conditioning or ventilation system
is affected as a result of(i)any lights, machines or equipment (including without limitation electronic
data processing machines) used by Tenant in the Premises, (ii)the occupancy of the Premises by more
than one person per two hundred (200) square feet of rentable area therein, (iii)an electrical load for
lighting or power in excess of the limits per square foot of rentable area of the Premises specified in
Section 16(a), or(iv)any rearrangement of partitioning or other improvements, Landlord may install any
equipment, or modify any existing equipment (including the standard air conditioning equipment)
Landlord deems necessary to restore the temperature balance. The cost of any such equipment, including
without limitation, the cost of design and installation thereof, and the cost of operating, metering,
maintaining or repairing the same, shall be paid by Tenant to Landlord upon demand. Tenant shall not
install or operate window-mounted heating or air-conditioning units.
(d) Special Electrical or Water Connections; Electricity Use. Tenant will not, without the
prior written consent of Landlord, which Landlord in its sole discretion may refuse, connect or use any
apparatus or device in the Premises (i)using current in excess of 110 volts or (ii)which will cause the
amount of electricity, water, heating, air conditioning or ventilation furnished to the Premises to exceed
the amount required for use of the Premises for ordinary general office purposes, as determined by
Landlord, during normal business hours or(iii)which would cause Tenant's connected load to exceed any
limits established in Section 16(a). Tenant shall not connect with electric current except through existing
outlets in the Premises and shall not connect with water pipes except through existing plumbing fixtures
in the Premises. In no event shall Tenant's use of electricity exceed the capacity of existing feeders to the
Building or the risers or wiring installation, and Landlord may prohibit the use of any electrical
equipment which in Landlord's opinion will overload such wiring or interfere with the use thereof by
other tenants in the Building. If Landlord consents to the use of equipment requiring such changes,
Tenant shall pay the cost of installing any additional risers, panels or other facilities that may be necessary
to furnish energy to the Premises.
Landlord will not permit additional coring of the floor of the Premises in order to install new
electric outlets in the Premises unless Tenant furnishes Landlord with X-ray scans of the floor area where
the Tenant wishes to place additional electrical outlets and Landlord, in its absolute discretion, is satisfied,
on the basis of such X-ray scans and other information obtained by Landlord, that coring of the floor in
order to install such additional outlets will not weaken the structure of the floor.
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(e) Landlord's Duties. Landlord shall not be in default under this Lease or liable for any
damages resulting from, or incidental to, any of the following, nor shall any of the following be an actual
or constructive eviction of Tenant, nor shall the Rent be abated by reason o£ (i)failure to furnish or
delay in furnishing any of the services described in this Section when such failure or delay is caused by
accident or any condition beyond the reasonable control of Landlord, including the making of necessary
repairs or improvements to the Premises or to the Building, (ii)any electrical surges or spikes, or
(iii)failure to make any repair or to perform any maintenance, unless such failure shall persist for an
unreasonable time after notice of the need for such repair or maintenance is given to Landlord by Tenant.
Landlord shall use reasonable efforts to remedy any interruption in the furnishing of such services.
(f) Governmental Regulations. Any other provisions of this Section notwithstanding, if
any governmental authority or utility supplier imposes any laws, controls, conditions, or other restrictions
upon Landlord, Tenant, or the Building, relating to the use or conservation of energy or utilities,
mandated changes in temperatures to be maintained in the Premises or the Building or the reduction of
automobile or other emissions(collectively, the"Controls"), or in the event Landlord is required or elects
to make alterations to the Building in order to comply with the Controls, Landlord may, in its sole
discretion, comply and may require Tenant to comply with the Controls or make such alterations to the
Building in order to comply with the Controls. Such compliance and the making of such alterations shall
not constitute an actual or constructive eviction of Tenant, impose on Landlord any liability whatsoever,
or entitle Tenant to any abatement of Rent.
17. Indemnity.
(a) Generally. Tenant shall hold Landlord harmless from and against any and all damages
arising out of any damage to any persons or property occurring in, on or about the Premises or the
Property resulting from the acts or omissions of Tenant or its authorized representatives. Landlord shall
hold Tenant harmless from and against any and all damages arising out of any damage to any persons or
property occurring in, on or about the Premises or the Property resulting from the acts or omissions of
Landlord or its authorized representatives. A party's obligation under this Section to indemnify and hold
the other party harmless shall be limited to the sum that exceeds the amount of insurance proceeds, if any,
received by the party being indemnified.
(b) Concurrent Negligence of Landlord and Tenant. Notwithstanding Section 17(a)
above, in the event of concurrent negligence of Tenant, or its authorized representatives, on the one hand,
and that of Landlord, or its authorized representatives, on the other hand, which concurrent negligence
results in damage to any persons or property occurring in, on or about the Premises or the Property, either
party's obligation to indemnify the other party as set forth in Section 17(a) shall be limited to the extent of
the negligence of the indemnifying party, or its authorized representatives, including the indemnifying
party's proportional share of costs and attorneys' fees incurred in connection with any claims, actions or
proceedings brought with respect to such damage.
(c) Waiver of Worker's Compensation Immunity. The indemnification obligations
contained in this Section shall not be limited by any worker's compensation, benefit or disability laws,
and each indemnifying party hereby waives(solely for the benefit of the indemnified party)any immunity
that said indemnifying party may have under the Industrial Insurance Act, Title 51 RCW and similar
worker's compensation,benefit or disability laws.
(d) Provisions Specifically Negotiated. LANDLORD AND TENANT ACKNOWLEDGE
BY THEIR EXECUTION OF THIS LEASE THAT EACH OF THE INDEMNIFICATION
PROVISIONS OF THIS LEASE (SPECIFICALLY INCLUDING BUT NOT LIMITED TO THOSE
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RELATING TO WORKER'S COMPENSATION BENEFITS AND LAWS) WERE SPECIFICALLY
NEGOTIATED AND AGREED TO BY LANDLORD AND TENANT.
18. Reciprocal Exemption from Liability. Neither party nor their Agents shall be liable for injury
to the other's business or loss of income therefrom or for damage which may be sustained by the person,
goods, wares, merchandise or property of the other, its authorized representatives, or any other person in
or about the Premises, caused by or resulting from fire, steam, electricity, gas, water or rain, which may
leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other
defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the
same, whether the said damage or injury resulting from conditions arising upon the Premises or upon
other portions of the Building or the Property unless such injury or damage is caused by the gross
negligence or willful misconduct of such party or its Agents.
19. Commercial General Liability and Property Damage Insurance. Tenant,at its cost, shall
maintain commercial general liability insurance(including contractual liability and products and
completed operations liability)with liability limits of not less than $1,000,000 per occurrence and
$2,000,000 annual aggregate, insuring against all liability of Tenant and its authorized representatives
arising out of or in connection with Tenant's use and occupancy of the Premises and property damage
insurance with liability limits of not less than $500,000. All such commercial general liability and
property damage insurance shall insure performance by Tenant of the indemnity provisions of Section 17
captioned "Indemnity." Landlord and Landlord's Agent shall be additional insureds on such insurance
policy and said insurance shall be primary as with respect to the Landlord and non-contributory.
20. Tenant's Fire Insurance. Tenant, at its cost, shall maintain on all of Tenant's Alterations, Trade
Fixtures and Personal Property in, on or about the Premises, a policy of standard All Risk fire insurance,
in an amount equal to at least their full replacement cost. The proceeds of any such policy shall be used
by Tenant for the restoration of Tenant's Alterations and Trade Fixtures and the replacement of its
Personal Property. Any portion of such proceeds not used for such restoration shall belong to Tenant.
21. Waiver of Subrogation. Landlord and Tenant release each other, and their respective authorized
representatives, from any claims for damage to any person or to the Premises and the Building and to
Tenant's Alterations, Trade Fixtures and Personal Property that are caused by or result from risks insured
against under any insurance policies carried by the parties, in force at the time of any such damage and
collectible. Landlord and Tenant shall cause each insurance policy obtained by it to provide that the
insurance company waives all right of recovery by way of subrogation against either party in connection
with any damage covered by any insurance policy. Neither party shall be liable to the other for any
damage caused by fire or any of the risks insured against under any insurance policy required by this
Lease.
22. Other Insurance Matters. All insurance required to be carried by Tenant under this Lease shall:
(i)be issued by insurance companies authorized to do business in the State of Washington with a rating of
ANI or better as rated in the most recent edition of Best's Insurance Reports; (ii)be issued as a primary
policy, and (iii)contain an endorsement requiring forty five (45) days' prior written notice from the
insurance company to both parties, to Landlord's Agent, and, if requested by Landlord, to Landlord's
lender, before cancellation or change in the coverage, scope, or amount of any policy. An endorsement
and certificate of the policy shall be deposited with Landlord on or before the Commencement Date, and
on renewal of the policy not less than ten(10)days before expiration of the term of the policy.
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'4.r w.r
23. Destruction.
(a) Damage to the Building. If during the Term the Building is partially or wholly
destroyed by any casualty, then either Landlord or Tenant may terminate this Lease by giving notice to
the other party within thirty(30)days after the date of such destruction.
(b) Extent of Landlord's Obligation to Restore. If Landlord is required or elects to restore
the Premises as provided in this Section, Landlord shall not be required to restore alterations made by
Tenant, Tenant's trade fixtures and Tenant's personal property, such excluded items being the sole
responsibility of Tenant to restore.
(c) Abatement or Reduction of Rent. In case of damage to, or destruction of,the Premises
or the Building which shall include a the parking area of the building, in the event the majority of parking
is damaged, destroyed, or restored, the Minimum Monthly Rent shall be abated or reduced, between the
date of destruction and the date of completion of restoration, by an amount that is in the same ratio to the
Minimum Monthly Rent as the total number of square feet of the Premises that are so damaged or
destroyed bears to the total number of square feet in the Premises.
24. Condemnation. If during the Term there is any taking of part or all of the Premises or the
Building by condemnation,then the rights and obligations of the parties shall be as follows:
(a) Minor Taking. If there is a taking of less than ten percent (10%) of the Premises, this
Lease shall remain in full force and effect.
(b) Major Taking. If there is a taking of ten percent (10%) or more of the Premises and if
the remaining portion of the Premises is of such size or configuration that Tenant is unable to conduct its
business in the Premises,then the Term shall terminate as of the date of taking.
(c) Award. The entire award for the Premises,the Building and the Property, shall belong to
and be paid to Landlord, Tenant hereby assigning to Landlord Tenant's interest therein, if any, provided,
however, that Tenant shall have the right to claim and recover from the condemnor compensation for the
loss of any alterations made by Tenant, Tenant's trade fixtures, Tenant's personal property, moving
expenses and business interruption.
(d) Abatement of Rent. If any part of the Premises is taken by condemnation and this Lease
remains in full force and effect, on the date of taking the Minimum Monthly Rent shall be reduced by an
amount that is in the same ratio to the Minimum Monthly Rent as the total number of square feet in the
Premises taken bears to the total number of square feet in the Premises immediately before the date of
taking.
25. Assignment and Subletting. Tenant shall not voluntarily assign or encumber its interest in this
Lease or in the Premises, or sublease any part or all of the Premises, without Landlord's prior written
consent, which consent shall not be unreasonably withheld or delayed. Any assignment, encumbrance or
sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a
default by Tenant under this Lease.
26. Default. The occurrence of any of the following shall constitute a default by Tenant under this
Lease:
(a) Failure to Pay Rent. Failure to pay Rent when due, if the failure continues for a period
of three (3)days after notice of such default has been given by Landlord to Tenant.
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`.r r./
(b) Failure to Comply with Rules and Regulations. Failure to comply with the Rules and
Regulations, if the failure continues for a period of twenty-four (24) hours after notice of such default is
given by Landlord to Tenant. If the failure to comply cannot reasonably be cured within twenty-four(24)
hours, then Tenant shall not be in default under this Lease if Tenant commences to cure the failure to
comply within twenty-four (24) hours and diligently and in good faith continues to cure the failure to
comply.
(c) Other Defaults. Failure to perform any other provision of this Lease, if the failure to
perform is not cured within thirty (30) days after notice of such default has been given by Landlord to
Tenant. If the default cannot reasonably be cured within thirty (30) days, then Tenant shall not be in
default under this Lease if Tenant commences to cure the default within thirty (30) days and diligently
and in good faith continues to cure the default.
(d) Appointment of Trustee or Receiver. The appointment of a trustee or receiver to take
possession of substantially all of the Tenant's assets located at the Premises or of Tenant's interest in this
Lease, where possession is not restored to Tenant within sixty (60) days; or the attachment, execution or
other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest
in this Lease,where such seizure is not discharged within sixty(60)days.
27. Remedies. If Tenant commits a default, Landlord shall have the following alternative remedies,
which are in addition to any remedies now or later allowed by law:
(a) Maintain Lease in Force. Maintain this Lease in full force and effect and recover the
Rent and other monetary charges as they become due, without terminating Tenant's right to possession,
irrespective of whether Tenant shall have abandoned the Premises. If Landlord elects to not terminate the
Lease, Landlord shall have the right to attempt to re-let the Premises at such rent and upon such
conditions and for such a term, and to do all acts necessary to maintain or preserve the Premises as
Landlord deems reasonable and necessary without being deemed to have elected to terminate the Lease
including removal of all persons and property from the Premises; such property may be removed and
stored in a public warehouse or elsewhere at the cost of and for the account of Tenant. In the event any
such re-letting occurs, this Lease shall terminate automatically upon the new Tenant taking possession of
the Premises. Notwithstanding that Landlord fails to elect to terminate the Lease initially, Landlord at
any time during the term of this Lease may elect to terminate this Lease by virtue of such previous default
of Tenant.
(b) Terminate Lease. Terminate Tenant's right to possession by any lawful means, in
which case this Lease shall terminate and Tenant shall immediately surrender possession of the Premises
to Landlord. In such event Landlord shall be entitled to recover from Tenant all damages incurred by
Landlord by reason of Tenant's default including without limitation thereto, the following: (i)The worth
at the time of award of any unpaid Rent which had been earned at the time of such termination; plus
(ii)the worth at the time of award of the amount by which the unpaid Rent which would have been earned
after termination until the time of award exceeds the amount of such rental loss that Tenant proves could
have been reasonably avoided; plus (iii)the worth at the time of award of the amount by which the unpaid
Rent for the balance of the Term after the time of award exceeds the amount of such rental loss that is
proved could be reasonably avoided; plus (iv)any other amount necessary to compensate Landlord for all
the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which
in the ordinary course of things would be likely to result therefrom, including without limitation, any
costs or expenses incurred by Landlord in (A)retaking possession of the Premises, including reasonable
attorney fees therefor, (B)maintaining or preserving the Premises after such default, (C)preparing the
Premises for reletting to a new tenant, including repairs or necessary alterations to the Premises for such
reletting, (D) leasing commissions, and (E)any other costs necessary or appropriate to relet the Premises;
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1
plus (v)at Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be
permitted from time to time by applicable state law. Upon any such re-entry Landlord shall have the right
to make any reasonable repairs, alterations or modifications to the Premises, which Landlord in its sole
discretion deems reasonable and necessary. As used in Subsection 27(b)(i)the "worth at the time of
award" is computed by allowing interest at the rate of eighteen percent (18%) per year from the date of
default. As used in Subsections 27(b)(ii)and 27(b)(iii)the "worth at the time of award" is computed by
discounting such amounts at the discount rate of eight percent(8%)per year.
28. Intentionally Omitted.
29. Limitation of Actions. Any claim, demand, right or defense of any kind by Tenant which is
based upon or arises in connection with this Lease or the negotiations prior to its execution, shall be
barred unless Tenant commences an action thereon, or interposes in a legal proceeding a defense by
reason thereof, within one(1)year after the date Tenant actually becomes aware of the act or omission on
which such claim, demand,right or defense is based.
30. Limitation on 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 or for the purpose of binding Landlord's officials
personally or the assets of Landlord except Landlord's interest in the Property, but are made and intended
for the purpose of binding only the Landlord's interest in the Property. No personal liability or personal
responsibility is assumed by, nor shall at any time be asserted or enforceable against Landlord or its
officials and their respective heirs, legal representatives, successors and assigns on account of this Lease
or on account of any covenant, undertaking or agreement of Landlord contained in this Lease.
31. Signs. Tenant shall not have the right to place, construct or maintain any sign, advertisement,
awning, banner or other exterior decoration without Landlord's consent. Any sign that Tenant has
Landlord's consent to place, construct and maintain shall comply with all laws, and Tenant shall obtain
any approval required by such laws. Landlord makes no representation with respect to Tenant's ability to
obtain such approval. Tenant shall have the right to request exterior building signage from the Landlord
every six (6) months during this lease term, and Landlord shall consider Tenant's request for exterior
signage upon each notice from Tenant.
32. Landlord's Right to Enter the Premises. Landlord and its authorized representatives shall have
the right to enter the Premises at reasonable times and upon reasonable prior notice (except in an
emergency when no such notice shall be required) for any of the following purposes: (i)to determine
whether the Premises are in good condition and whether Tenant is complying with its obligations under
this Lease, (ii)to do any maintenance; to make any restoration to the Premises or the Building that
Landlord has the right or the obligation to perform, and to make any improvements to the Premises or the
Building that Landlord deems necessary, (iii)to serve, post or keep posted any notices required or
allowed under the provisions of this Lease, (iv)to post any ordinary "For Sale" signs at any time during
the Term and to post any ordinary "For Lease" signs during the last ninety (90) days of the Term, and
(v)to show the Premises to prospective brokers, agents, purchasers,tenants or lenders, at any time during
the Term.
Landlord shall not be liable in any manner for any inconvenience, annoyance, disturbance, loss of
business, nuisance, or other damage arising out of Landlord's entry on the Premises as provided in this
Section, except damage resulting from the grossly negligent or willful acts of Landlord or its authorized
representatives. Tenant shall not be entitled to an abatement or reduction of Rent if Landlord exercises
any right reserved in this Section. Landlord shall conduct its activities on the Premises as allowed in this
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Section in a reasonable manner so as to cause minimal inconvenience, annoyance or disturbance to
Tenant.
33. Subordination. This Lease is and shall be prior to any mortgage recorded after the date of this
Lease affecting the Property. If, however, a lender requires that this Lease be subordinate to any
mortgage, this Lease shall be subordinate to that mortgage if Landlord first obtains from the lender a
written agreement that provides substantially the following:
"As long as Tenant performs its obligations under this Lease, no foreclosure of,
deed given in lieu of foreclosure of, or sale under the mortgage, and no steps or
procedures taken under the mortgage, shall affect Tenant's rights under this Lease."
Tenant shall attorn to any purchaser at any foreclosure sale, or to any grantee or transferee
designated in any deed given in lieu of foreclosure. Tenant shall execute the written agreement and any
other documents required by the lender to accomplish the purposes of this Section.
34. Right to Estoppel Certificates. Tenant, within fourteen (14) business days after notice from
Landlord, shall execute and deliver to Landlord, in recordable form, a certificate stating that this Lease is
unmodified and in full force and effect, or in full force and effect as modified and stating the
modifications. The certificate shall also state the amount of Minimum Monthly Rent, the dates to which
Rent has been paid in advance, and the amount of any Prepaid Rent or Security Deposit and such other
matters as Landlord may reasonably request. Failure to deliver the certificate within such fourteen (14)
business day period shall be conclusive upon Tenant for the benefit of Landlord and any successor to
Landlord, that this Lease is in full force and effect and has not been modified except as may be
represented by Landlord requesting the certificate.
35. Transfer of Landlord's Interest. If Landlord sells or transfers the Property, Landlord, on
consummation of the sale or transfer, shall be released from any liability thereafter accruing under this
Lease if Landlord's successor has assumed in writing, for the benefit of Tenant, Landlord's obligations
under this Lease. If any Security Deposit or Prepaid Rent has been paid by Tenant, Landlord shall
transfer such Security Deposit or Prepaid Rent to Landlord's successor and on such transfer Landlord
shall be discharged from any further liability with respect to such Security Deposit or Prepaid Rent.
36. Attorneys' Fees. If either party shall bring any action for relief against the other party,
declaratory or otherwise, arising out of this Lease, including any action by Landlord for the recovery of
Rent or possession of the Premises, the losing party shall pay the successful party a reasonable sum for
attorneys' fees which shall be deemed to have accrued on the commencement of such action and shall be
paid whether or not such action is prosecuted to judgment.
37. Surrender; Holding Over.
(a) Surrender. On expiration or ten (10) days after termination of the Term, Tenant shall
surrender the Premises and all Tenant's improvements and alterations to Landlord broom clean and in
good condition. Tenant shall remove all of its trade fixtures and personal property within the time period
stated in this Section. Tenant, at its cost, shall perform all restoration made necessary by, and repair any
damage to the Premises caused by, the removal of its trade fixtures, personal property and signs to
Landlord's reasonable satisfaction within the time period stated in this Section. Landlord may, at its
election,retain or dispose of in any manner any of Tenant's trade fixtures or personal property that Tenant
does not remove from the Premises on expiration or within ten (10) days after termination of the Term as
allowed or required by the provisions of this Lease by giving ten (10) days notice to Tenant. Title to any
such trade fixtures and personal property that Landlord elects to retain or dispose of on expiration of such
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w
ten (10) day period shall vest in Landlord. Tenant waives all claims against Landlord for any damage to
Tenant resulting from Landlord's retention or disposition of any such trade fixtures and personal property.
Tenant shall be liable to Landlord for Landlord's costs for storing, removing and disposing of Tenant's
trade fixtures and personal property. If Tenant fails to surrender the Premises to Landlord on expiration
or ten(10) days after termination of the Term as required by this Section, Tenant shall pay Landlord Rent
in an amount equal to 150% of the Minimum Monthly Rent applicable for the month immediately prior to
the expiration or termination of the Term for the entire time Tenant thus remains in possession and Tenant
shall be liable for, shall indemnify Landlord against, and shall hold Landlord harmless from all damages
resulting from Tenant's failure to timely surrender the Premises, including without limitation, (i)any Rent
payable by, or any damages claimed by, any prospective tenant of any part or all of the Premises, and
(ii)Landlord's damages resulting from such prospective tenant rescinding or refusing to enter into the
prospective lease of part or all of the Premises by reason of Tenant's failure to timely surrender the
Premises. If Tenant, without Landlord's prior consent, remains in possession of the Premises after
expiration or termination of the Term, or after the date in any notice given by Landlord to Tenant
terminating this Lease, such possession by Tenant shall be deemed to be a tenancy at sufferance
terminable at any time by either party.
(b) Holding Over with Landlord's Consent. If Tenant, with Landlord's prior consent,
remains in possession of the Premises after expiration or termination of the Term, or after the date in any
notice given by Landlord to Tenant terminating this Lease, such possession by Tenant shall be deemed to
be a month-to-month tenancy terminable by Landlord by a notice given to Tenant at least twenty (20)
days prior to the end of any such monthly period or by Tenant by a notice given to Landlord at least thirty
(30) days prior to the end of any such monthly period. During such month-to-month tenancy, Tenant
shall pay Rent in the amount then agreed to in writing by Landlord and Tenant. All provisions of this
Lease,except those pertaining to term, shall apply to the month-to-month tenancy.
38. Brokers. Landlord and Tenant each represent to the other that neither is represented by any
broker, agent or finder with respect to this Lease in any manner. Each party agrees to indemnify and hold
the other party harmless from and against any and all liability, costs, damages, causes of action or other
proceedings instituted by any broker, agent or finder, licensed or otherwise, claiming through, under or by
reason of the conduct of the indemnifying party in any manner whatsoever in connection with this Lease.
39. Interest On Unpaid Rent. In addition to the Late Charge as provided in Section 5(b), Rent not
paid when due shall bear interest from the date due until paid at the rate of twelve percent(12%)per year,
or the maximum legal rate of interest,whichever is less.
40. Consent. Whenever the consent of either Landlord or Tenant is required under this Lease, such
consent shall not be effective unless given in writing and shall not be unreasonably withheld or delayed,
provided, however,that such consent may be conditioned as provided in this Lease.
41. Definitions. As used in this Lease, the following words and phrases, whether or not capitalized,
shall have the following meanings:
(a) Intentionally deleted.
(b) "Alteration" means any addition or change to, or modification of, the Premises made by
Tenant, including without limitation,fixtures, but excluding trade fixtures as defined in this Section.
(c) "Authorized representatives" means any officer, agent, employee, independent contractor
or invitee of either party.
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`r.r
(d) "Award" means all compensation, sums or anything of value awarded, paid or received
on a total or partial condemnation.
(e) "Common Areas" means all areas outside the Premises and within the Building or on the
Land that are provided and designated by Landlord from time to time for the general, non-exclusive use
of Landlord, Tenant and other tenants of the Building and their authorized representatives, including
without limitation, common entrances, lobbies, corridors, stairways and stairwells, elevators, escalators,
public restrooms and other public portions of the Building.
(f) "Condemnation" means the exercise of any governmental power, whether by legal
proceedings or otherwise, by a condemnor and a voluntary sale or transfer by Landlord to any condemnor,
either under threat of condemnation or while legal proceedings for condemnation are pending.
(g) "Condemnor" means any public or quasi-public authority or entity having the power of
condemnation.
(h) "Damage" means any injury, deterioration, or loss to a person, property, the Premises or
the Building caused by another person's acts or omissions or by Acts of God. Damage includes death.
(i) "Damages" means a monetary compensation or indemnity that can be recovered in the
courts by any person who has suffered damage to his person, property or rights through another's acts or
omissions.
0) "Date of taking"means the date the condemnor has the right to possession of the property
being condemned.
(k) "Encumbrance" means any mortgage, deed of trust or other written security device or
agreement affecting the Premises, and the note or other obligation secured by it, that constitutes security
for the payment of a debt or performance of an obligation.
(1) "Expiration" means the coming to an end of the time specified in the Lease as its
duration, including any extension of the Term.
(m) "Force majeure" means strikes, lockouts, labor disputes, shortages of labor or materials,
fire or other casualty, Acts of God or any other cause beyond the reasonable control of a party.
(n) "Good condition"means the good physical condition of the Premises and each portion of
the Premises, including without limitation, all of the Tenant Improvements, Tenant's alterations, Tenant's
trade fixtures, Tenant's Personal Property, all as defined in this Section, signs, walls, interior partitions,
windows, window coverings, glass, doors, carpeting and resilient flooring, ceiling tiles, plumbing fixtures
and lighting fixtures, all of which shall be in conformity with building standard finishes, ordinary wear
and tear, damage by fire or other casualty and taking by condemnation excepted.
(o) "Hazardous substances" means any industrial waste, toxic waste, chemical contaminant
or other substance considered hazardous,toxic or lethal to persons or property or designated as hazardous,
toxic or lethal to persons or property under any laws, including without limitation, asbestos material or
materials containing asbestos.
(p) "Hold harmless" means to defend and indemnify from all liability, losses, penalties,
damages as defined in this Section, costs, expenses (including without limitation, attorneys' fees), causes
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of action, claims or judgments arising out of or related to any damage, as defined in this Section, to any
person or property.
(q) "Law" means any constitution, statute, ordinance, regulation, rule, resolution, judicial
decision, administrative order or other requirement of any federal, state, county, municipal or other
governmental agency or authority having jurisdiction over the parties or the Property, or both, in effect
either at the time of execution of this Lease or at any time during the Term, including without limitation,
any regulation or order of a quasi-official entity or body (e.g., board of fire examiners or public utilities)
and any legally effective conditions, covenants or restrictions affecting the Property.
(r) "Lender" means the mortgagee, beneficiary, secured party or other holder of an
encumbrance,as defined in this Section.
(s) "Lien" means a charge imposed on the Premises by someone other than Landlord, by
which the Premises are made security for the performance of an act.
(t) "Maintenance"means repairs, replacement,repainting and cleaning.
(u) "Mortgage" means any deed of trust, mortgage or other written security device or
agreement affecting the Premises, and the note or other obligation secured by it, that constitutes security
for the payment of a debt or performance of an obligation.
(v) "Mortgagee"means the beneficiary under a deed of trust or mortgagee under a mortgage.
(w) "Mortgagor" means the grantor or trustor under a deed of trust or mortgagor under a
mortgage.
(x) "Parties"means Landlord and Tenant.
(y) "Party"means Landlord or Tenant.
(z) "Person" means one or more human beings, or legal entities or other artificial persons,
including without limitation, partnerships, corporations, trusts, estates, associations and any combination
of human beings and legal entities.
(aa) "Property"means the Premises, Building and Land.
(bb) "Provision" means any term, agreement, covenant, condition, clause, qualification,
restriction, reservation, or other stipulation in the Lease that defines or otherwise controls, establishes, or
limits the performance required or permitted by either party.
(cc) "Real Property Taxes" means any form of tax, assessment, general assessment, special
assessment, lien, levy, bond obligation, license fee, license tax, tax or excise on rent, or any other levy,
charge or expense, together with any statutory interest thereon, (individually and collectively, the
"Impositions"), now or hereafter imposed or required by any authority having the direct or indirect power
to tax, including any federal, state, county or city government or any school, agricultural, lighting,
drainage or other improvement or special assessment district thereof, (individually and collectively, the
"Governmental Agencies")on any interest of Landlord or Tenant or both(including any legal or equitable
interest of Landlord or its mortgagee, if any) in the Premises or the Property, including without limitation:
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(i) any Impositions upon, allocable to or measured by the area of the Premises or the
Property, or the rental payable hereunder, including without limitation, any gross income tax or excise tax
levied by any Governmental Agencies with respect to the receipt of such rental; or
(ii) any Impositions upon or with respect to the possession, leasing, operation,
management, maintenance, alteration, repair or use or occupancy by Tenant of the Premises or any
portion thereof; or
(iii) any Impositions upon or with respect to the building equipment and personal
property used in connection with the operation and maintenance of the Property or upon or with respect to
the furniture,fixtures and decorations in the common areas of the Property.
(iv) any Impositions upon this Lease or this transaction or any document to which
Tenant is a party creating or transferring an interest or an estate in the Premises; or
(v) any Impositions by Governmental Agencies (whether or not such Impositions
constitute tax receipts) in substitution, partially or totally, of any impositions now or previously included
within the definition of real property taxes, including those calculated to increase tax increments to
Governmental Agencies and to pay for such services as fire protection, water drainage, street, sidewalk
and road maintenance, refuse removal or other governmental services formerly provided without charge
to property owners or occupants; or
(vi) any and all costs, including without limitation, the fees of attorneys, tax
consultants and experts, incurred by Landlord should Landlord elect to negotiate or contest the amount of
such real property taxes in formal or informal proceedings before the Governmental Agency imposing
such real property taxes; provided, however, that real property taxes shall in no event include Landlord's
general income, inheritance, estate, gift or franchise taxes.
(dd) "Rent" means Minimum Monthly Rent, as adjusted from time to time under this Lease,
Additional Rent, Prepaid Rent, Security Deposit, all as defined in this Section, payments of Tenant's
Share of increases in Real Property Taxes and Operating Costs, insurance, utilities and other charges
payable by Tenant to Landlord.
(ee) "Rentable square feet of space" as to the Premises or the Building, as the case may be,
means the number of usable square feet of space times the applicable R/U Ratio(s) as defined in this
Section.
(ff) "Restoration" means the reconstruction, rebuilding, rehabilitation and repairs that are
necessary to return damaged portions of the Premises and the Building to substantially the same physical
condition as they were in immediately before the damage.
(gg) "R/U Ratio" means the rentable area of a floor of the Building divided by the usable area
of such floor, both of which shall be computed in accordance with American National Standard Z65.1-
1996 Method of Measuring Floor Space in Office Buildings as published by the Building Owners and
Managers Association, as amended from time to time.
(hh) Intentionally deleted.
(ii) "Successor" means assignee, transferee, personal representative, heir, or other person or
entity succeeding lawfully, and pursuant to the provisions of this Lease, to the rights or obligations of
either party.
-18- K:\2066924\00001\20199CHR\20199A22E5 07/21/10
0j) "Tenant Improvements" means (i)window coverings, lighting fixtures, plumbing
fixtures, cabinetry and other fixtures installed by either Landlord or Tenant at any time during the Term,
and (ii)any improvements and alterations of the Premises made for Tenant by Landlord at any time
during the Term.
(kk) "Tenant's personal property"means Tenant's equipment, furniture, and movable property
placed in the Premises by Tenant.
(11) "Tenant's trade fixtures"means any property attached to the Premises by Tenant.
(mm) "Termination"means the ending of the Term for any reason before expiration, as defined
in this Section.
(nn) "Work"means the construction of any improvements or alterations or the performance of
any repairs done by Tenant or caused to be done by Tenant on the Premises as permitted by this Lease.
42. Miscellaneous Provisions.
(a) Entire Agreement. This Lease sets forth the entire agreement of the parties as to the
subject matter hereof and supersedes all prior discussions and understandings between them. This Lease
may not be amended or rescinded in any manner except by an instrument in writing signed by a duly
authorized officer or representative of each party hereto.
(b) Governing Law. This Lease shall be governed by, and construed and enforced in
accordance with,the laws of the State of Washington.
(c) Severability. Should any of the provisions of this Lease be found to be invalid, illegal or
unenforceable by any court of competent jurisdiction, such provision shall be stricken and the remainder
of this Lease shall nonetheless remain in full force and effect unless striking such provision shall
materially alter the intention of the parties.
(d) Jurisdiction and Venue. In the event any action is brought to enforce any of the
provisions of this Lease, the parties agree to be subject to exclusive in personam jurisdiction in the
Superior Court, King County, for the State of Washington or in the United States District Court for the
Western District of Washington. The Parties agree that in any such action venue shall lie exclusively at
Seattle, Washington, for cases brought in the United States District Court, and Kent, Washington, for
cases brought in the King County Superior Court.
(e) Waiver. No waiver of any right under this Lease shall be effective unless contained in a
writing signed by a duly authorized officer or representative of the party sought to be charged with the
waiver and no waiver of any right arising from any breach or failure to perform shall be deemed to be a
waiver of any future right or of any other right arising under this Lease.
(f) Captions. Section captions contained in this Lease are included for convenience only
and form no part of the agreement between the parties.
(g) Notices. All notices or requests required or permitted under this Lease shall be in
writing. Such notices or requests may be personally delivered, sent by overnight courier or sent by
certified mail, return receipt requested, postage prepaid. Such notices or requests shall be deemed given
when so delivered or mailed, irrespective of whether such notice or request is actually received by the
addressee. All notices or requests to Landlord shall be sent to Landlord at Landlord's Address for Notice
-19- K:\2066924\00001\20199 CHR\20199A22E5 07/21/10
*"Oil'
and all notices or requests to Tenant shall be sent to Tenant at Tenant's Address for Notice. Either party
may change the address to which notices shall be sent by notice to the other party.
(h) Binding Effect. Subject to the provisions of Section 25 captioned "Assignment and
Subletting," this Lease shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. No permitted assignment of this Lease or Tenant's rights hereunder
shall be effective against Landlord unless and until an executed counterpart of the instrument of
assignment shall have been delivered to Landlord and Landlord shall have been furnished with the name
and address of the assignee. The term "Tenant" shall be deemed to include the assignee under any such
permitted assignment.
(i) Effectiveness. This Lease shall not be binding or effective until properly executed and
delivered by Landlord and Tenant.
0) Gender and Number. As used in this Lease, the masculine shall include the feminine
and neuter,the feminine shall include the masculine and neuter,the neuter shall include the masculine and
feminine, the singular shall include the plural and the plural shall include the singular, as the context may
require.
(k) Time of the Essence. Time is of the essence in the performance of all covenants and
conditions in this Lease for which time is a factor.
Dated the date first above written.
Landlord: Tenant:
City of Renton, Washington, a Washington South Correctional Entity, a Washington
Municip corporation governmental administrative agency
Its Mayor Its I
9- �avio
Attest: )' �.�.� � n
By &-il/ytt,�4 L!/GZ�i�-O�'�-� By ! -
Its City Clerk Its
[Notary attached]
-20- KA206692400001\20199 CHR\20199A22E5 07/21/10
err v„r+
RIDER RELATED TO PARKING
This Rider is part of that certain Lease, dated July 1, 2010, by and between The City of Renton,
Washington, a Washington municipal corporation ("Landlord"), and South Correctional Entity, a
Washington governmental administrative agency("Tenant"),who agree as follows:
43. Parking. The parking ratio allowed for the Renton City Hall is approximately three and seven
tenths (3.7) unreserved parking stalls per 1,000 rentable square feet of office space leased. Tenant and
Tenant's employees and invitees may use the parking area, subject to the Parking Rules and Regulations
set forth on Exhibit C, in common with other tenants of and visitors to the Renton City Hall on a first-
come, first-served basis. Landlord reserves the right to enforce the parking ratio should Landlord
determine, in its sole discretion,that such enforcement is required.
Dated the date first above written.
Landlord: Tenant:
City of Renton, Washington, a Washington South Correctional Entity, a Washington
Municipal corporation governmental administrative agency
By- By
Its Mayor Its I '!► ��- ,
Attest:
By By 2)C�-�� -r-
Its City Clerk Itsd�
-21- K:\2066924\00001\20199 CHR\20199A22E5 07/21/10
i✓ 1%..✓
STATE OF
ss.
COUNTY OF {l� )
I certify that I know or have satisfactory evidence that A r n �� ��' is
the person who a eared before me, and said person acknowl dged that he/ h' signed this instrument, on oath
stated that he sh was authorized to execute the Instrument, and acknowledged it as the (title)
i re C'f p of(entity)
5 a
to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.
Zn►u
Witness my hand and official seal this �S day of Tw�Y ,2@66.
JAI
�r��, Notary Public � )
10" Print Name
K�Tm'°yt JI. °+, : My commission expires
V
ttttt!\�\�Mi��'t
(Use this space for notarial stamp/seal)
STATE OF
ss.
COUNTY OF
I certify that I know or have satisfactory evidence that Div cc- is
the person who appeared before me, and said person acknowledged tha h she signed this instrument, on oath
stated that @hje�he was authorized to execute the Instrument, and acknowledged it as the (title)
C,,_o CY4— of(entity)
.A , a t-�X"
to be the Ace and voluntary act of such party for the uses and purposes mentioned in the instrument.
O
Witness my hand and official seal this day of
Notary P blic
�i V •.•• SIO/y'••.�Q Print Name � �", `c__ 'tic.
� :'� ' 4 My commission expires `��3 laaiy
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WAi0joll
(Use this space for notarial stamp/seal)
-22- K:\2066924\00001\20199 CHR\20199A22E5 07/21/10
EXHIBIT A
LEGAL DESCRIPTION
That portion of Government Lot 10, Section 17, Township 23 North, Range 5 East, W.M., in King
County, Washington, and of Block 17, Town of Renton, according to the plat thereof recorded in Volume
1 of Plats, page 135, in King County, Washington, more particularly described as follows:
Commencing at the centerline intersection of South 5th Street and Main Avenue South;
thence south 00'46'18"west 327.80 feet along the centerline of Main Avenue South;
thence south 00'45'13" west 663.94 feet along said centerline of Main Avenue South to a point on the
south line of said Government Lot 10;
thence south 89°18'37" west 30.01 feet along said south line to a point on the westerly margin of said
Main Avenue South;
thence north 00'45'13" east 53.02 feet along said westerly margin to a point on the north line of the south
53.00 feet as measured at right angles to said south line of Government Lot 10 and the TRUE POINT OF
BEGINNING;
thence south 89°18'37"west 230.63 feet along said north line;
thence north 00°46'08" east 95.14 feet to the northwesterly corner of a tract conveyed to Mike Ruklic by
Deed recorded under King County Recording Number 568802;
thence south 89°18'37"west 57.00 feet along a line parallel to said southerly line of Government Lot 10;
thence north 00°46'08"east 148.79 feet to a point on the southeasterly margin of South Grady Way;
thence north 45'40'13"east 193.72 feet along said southeasterly margin to a point of curvature;
thence continuing along said southeasterly margin northerly 264.78 feet along the arc of a non-tangent
curve to the left, having a radius of 756.20 feet, the radius point of which bears north 44'19'16" west
through a central angle of 20°03'40" to a point of intersection with the westerly margin of said Main
Avenue South;
thence south 00'45'13" west 589.92 feet along said westerly margin to the TRUE POINT OF
BEGINNING;
EXCEPT that portion conveyed to the City of Renton for road purposes by Deed recorded under King
County Recording Number 8709020544.
A-1 07/21/10
EXHIBIT B
FLOOR PLAN
B-1 07/21/10
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EXHIBIT C
RULES AND REGULATIONS
1. No sign, placard, picture, advertisement, name or notice shall be installed or displayed on any
part of the exterior or in any area visible from the exterior of the Building without the prior written
consent of the Landlord, which consent shall not be unreasonably withheld or delayed. Landlord shall
have the right to remove, at Tenant's expense and without notice, any sign installed or displayed in
violation of this rule. All signs or lettering on doors and walls shall be printed, painted, affixed or
inscribed at the expense of Tenant. At the expiration or termination of Tenant's Lease, Tenant, at
Tenant's sole cost and expense, shall remove all tenant-installed signage and repair and paint any and all
damage resulting from installation and/or removal of said signage.
2. Tenant shall not install any curtains, blinds, shades, screens or hanging plants or other similar
objects attached to or used in connection with any window or door of the Premises except building-
standard drapes approved by Landlord. No awning shall be permitted on any part of the Premises.
Tenant shall not place anything against or near glass partitions or doors or windows which may appear
unsightly from outside the Premises.
3. Tenant shall not obstruct any sidewalks, lobbies, halls, passages, exits, entrances, elevators, or
stairways of the Building. The halls, passages, exits, entrances, lobbies, elevators, and stairways are not
open to the general public. Landlord shall in all cases retain the right to control and prevent access
thereto 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 contained
shall be construed to prevent such access to persons with whom any Tenant normally deals in the ordinary
course of its business, unless such persons are engaged in illegal activities. No Tenant and no employee
or invitee of any tenant shall go upon the roof of the Building without Landlord's prior written consent.
4. The directory of the Building will be provided exclusively for the display of the name and
location of tenants' business only, and Landlord reserves the right to exclude any other names therefrom.
5. All cleaning and janitorial services for the Building and the Premises, unless otherwise provided
in the Lease, shall be provided exclusively through Landlord, and except with the written consent of
Landlord, no person or persons other than those approved by Landlord shall be employed by Tenant or
permitted to enter the Building for the purpose of cleaning the same. Tenant shall not cause any
unnecessary labor by carelessness or indifference to the good order and cleanliness of the Premises.
Landlord shall not in any way be responsible to any tenant for any loss of property on the Premises,
however occurring, or for any damage to any tenant's property by the janitor or any other employee or
any other person.
6. Landlord shall furnish Tenant with appropriate number of keys to each door lock in the Premises
and to the main entrance door of the Building. Landlord may make a reasonable charge for any additional
keys. Tenant shall not make or have made additional keys, and Tenant shall not alter any lock or install a
new additional lock or bolt on any door of its Premises. Tenant, upon termination of its tenancy, shall
deliver to Landlord all keys to all doors which have been furnished to Tenant, and in the event of loss of
any keys so furnished, shall reimburse Landlord for the cost of any new lock(s)required due to such loss.
7. Tenant shall not install computer cabling, telephone, burglar alarm or similar services without
Landlord's approval for installation of same. Upon termination of Tenant's tenancy, at Landlord's
option, Tenant shall remove any equipment and/or services from the Premises and shall restore the
Premises to its condition prior to such installation.
C-1 07/21/10
8. Freight elevator(s), if any, shall be available for use by all tenants in the Building, subject to such
reasonable scheduling as Landlord in its discretion shall deem appropriate. No equipment, materials,
furniture, packages, supplies, merchandise or other property will be received in the Building or carried in
the passenger elevators except between such hours and in such elevators as may be designated by
Landlord.
9. Tenant shall not place a load upon any floor of the Premises which exceeds the load per square
foot which such floor was designed to carry and which is allowed by law. Landlord shall have the right to
prescribe the weight, size and position of all equipment, materials,furniture or other property brought into
the Building. Heavy objects shall, if considered necessary by Landlord, stand on such platforms as
determined by Landlord to be necessary to properly distribute the weight of such objects. Business
machines and mechanical equipment belonging to Tenant which cause noise or vibration that may be
transmitted to the structure of the Building or to any space therein or to any tenants in the Building shall
be placed and maintained by Tenant, at Tenant's sole cost and expense, on vibration eliminators or other
devices sufficient to eliminate noise or vibration. Landlord will not be responsible for loss of, or damage
to, any such equipment or other property from any cause, and all damage done to the Building by
maintaining or moving such equipment or other property shall be repaired at the expense of Tenant.
10. Tenant shall not use or keep In the Premises any kerosene, gasoline or inflammable or
combustible fluid or material. 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 or allow the Premises to be occupied or used in a manner offensive or
objectionable to Landlord or other occupants of the Building by reason of noise, odors, or vibrations, nor
shall Tenant bring into or keep in or about the Premises any animals, including dogs (except seeing-eye"
dogs).
11. Tenant shall not use any method of heating or air conditioning other than that supplied by
Landlord.
12. Tenant shall not waste electricity, water or air conditioning, and Tenant agrees to cooperate fully
with Landlord to assure the most effective operation of the Building's heating and air-conditioning system
and to comply with any governmental energy-saving rules, laws or regulations, of which Tenant has
actual notice, and shall refrain from attempting to adjust controls. Tenant shall keep corridor and exterior
doors closed and shall close window coverings at the end of each business day.
13. The name of the Building is 200 Mill Avenue Building. Landlord reserves the right, exercisable
without notice and without liability to Tenant,to change the name of the Building.
14. Landlord reserves the right to exclude from the Building between the hours of 6:00 p.m. and
7:00 a.m. the following day, or such other hours as maybe established from time to time by Landlord, and
on Sundays and legal holidays any person, unless that person is known to the person or employee in
charge of the Building and has a pass or is properly identified. Tenant shall be responsible for all persons
for whom it requests passes and shall be liable to Landlord for all acts of such persons. Landlord shall not
be liable for damages for any error with regard to the admission to or exclusion from the Building of any
person. Landlord reserves the right to prevent access to the Building in case of invasion,mob,riot,public
excitement or other commotion by closing the doors or by other appropriate action.
15. Tenant shall close and lock the doors of its Premises and entirely shut off all water faucets or
other water apparatus, electricity, copiers and other office equipment, including coffee pots, etc., before
Tenant and its employees leave the Premises. Tenant shall be responsible for any damage or injuries
sustained by other tenants or occupants of the Building or by Landlord for noncompliance with this rule.
C-2 07/21/10
`wrr mss:
16. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any
purpose other than that for which they were constructed, and no foreign substance of any kind whatsoever
shall be thrown therein. The expense of any breakage, stoppage or damage resulting from the violation of
this rule shall be borne by the tenant, or employees or invitees of the tenant,who shall have caused it.
17. Tenant shall not make any room-to-room solicitation of business from other tenants in the
Building. Tenant shall not use the Premises for any business or activity other than that specifically
provided for in Tenant's Lease.
18. Canvassing, soliciting and distribution of handbills or any other written material, and peddling in
the Building are prohibited,and each tenant shall cooperate to prevent same.
19. Tenant shall not install any radio or television antenna, loudspeaker or other device on the roof or
exterior walls of the Building except as permitted in the Lease. Tenant shall not interfere with radio or
television broadcasting or reception from or in the Building or elsewhere.
20. Landlord reserves the right to direct electricians as to where and how telephone, computer or
other wiring or cabling are to be introduced to the Premises. Tenant shall not cut nor bore holes for
wiring or cabling without Landlord's prior written consent, said consent shall not be unreasonably
withheld. Tenant shall not affix any floor covering to the floor of the Premises in any manner except as
approved by Landlord. Tenant shall repair any damage resulting from noncompliance with this rule.
21. 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 alcohol or drugs or who is in violation of any of the
Rules and Regulations of the Building.
22. Tenant shall store all its trash and garbage within its Premises. Tenant shall not place in any trash
box or receptacle any material which cannot be disposed of in the ordinary and customary manner of trash
and garbage disposal. All garbage and refuse disposal shall be made in accordance with directions issued
from time to time by Landlord. All garbage over and above normal (i.e., major-delivery wrappings, etc.)
shall be at Tenant's sole cost and expense. Tenant agrees to cooperate with Landlord in recycling
programs as may be established from time to time by Landlord.
23. The Premises shall not be used for lodging nor for manufacturing of Arty kind, nor shall the
Premises be used for any improper, immoral or objectionable purpose. No cooking shall be done or
permitted by Tenant on the Premises, except that use by Tenant of Underwriters Laboratory approved
equipment for brewing coffee, tea, hot chocolate and similar beverages, and microwave ovens shall be
permitted; provided that such equipment and use is in accordance with all applicable federal, state, county
and city laws,codes, ordinances,rules and regulations and does not cause objectionable odor.
24. Without the written consent of Landlord, Tenant shall not use the name of the Building in
connection with or in promoting or advertising the business of Tenant except as Tenant's address.
25. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations
established by Landlord or any governmental agency.
26. Tenant assumes any and all responsibility for protecting its Premises from theft, robbery and
pilferage, which includes keeping doors locked and other means of entry to-the Premises closed.
27. The requirements of Tenant will be attended to only upon appropriate application to the office of
the Building by an authorized individual. Employees of Landlord shall not perform any work or do
C-3 07/21/10
N"✓
anything outside their regular duties unless under special instructions from Landlord, and no employee of
Landlord will admit any person (Tenant or otherwise) to any office of the Building without specific
instructions from Landlord.
28. Tenant and Tenant's employees shall not park vehicles In any parking areas designated by
Landlord as reserved parking areas or as visitor parking areas. Tenant shall not park any vehicles in the
Building parking areas other than automobiles, motorcycles, motor-driven or nonmotor-driven bicycles or
four-wheeled trucks.
29. Tenant and Tenant's delivery personnel shall utilize loading zones and delivery entrances for all
deliveries. Any damage to the Building or Premises resulting from Tenant's deliveries shall be repaired
at the sole cost and expense of the Tenant.
30. Tenant and Tenant's delivery personnel shall not use in any space or in the common areas of the
Building any hand truck except those equipped with rubber tires and side guards or such other material-
handling equipment as Landlord may approve. Tenant shall not bring vehicles of any other kind into the
Building.
31. All moving of furniture or other equipment shall be done so as to have minimal impact on other
tenants' and visitors' use of elevators, common areas,and parking facilities.
32. The Building is a nonsmoking building.
33. Landlord may waive any one or more of these Rules and Regulations for the benefit of Tenant or
any other tenant, but no such waiver by Landlord shall be construed as a waiver of such Rules and
Regulations in favor of Tenant or any other tenant, nor prevent Landlord from thereafter enforcing any
such Rules and Regulations against any or all of the tenants of the Building.
34. These Rules and Regulations are in addition to and shall not be construed to in any way modify or
amend, in whole or in part, the terms, covenants, agreements and conditions of any lease of any premises
in the Building.
35. Landlord reserves the right to make such other and reasonable Rules and Regulations as, in its
judgment, may from time to time be needed for safety and security, for care and cleanliness of the
Building and for the preservation of good order therein. Tenant agrees to abide by all such Rules and
Regulations hereinabove stated and any additional reasonable Rules and Regulations which are adopted.
36. Tenant shall be responsible for the observance of all of the foregoing Rules and Regulations by
Tenant's employees, agents, clients, customers, invitees and guests.
Initials:
C-4 07121/10