HomeMy WebLinkAboutLease LAG-15-003
KIDDER MATHEWS
601 UNION STREET OFFICE LEASE-GROSS
SUITE 4720
SEATTLE,WA 98101 200 MILL AVENUE BUILDING
TEL 398-2271 FAX 398-2290
This Lease is made this 14th day of June, 2015 by and between The City of Renton,Washington,a
Washington municipal corporation ("Landlord"), and Attorney and Notary Supply of Washington, a
Washington corporation, ("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 200
Mill Avenue Building, the street address of which is 200 Mill Avenue South, Renton, Washington 9805-
3232. —21- 7
(c) "Premises" means that certain space crosshatched on Exhibit B, located on the fourth floor
and Ground Floor of the Building and designated as Suite 4,Y4. y`D
(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 49,480 rentable square feet of space (the "Building Area") and that the
Premises contain approximately 2,024 rentable square feet of space in Suite 410 on the fourth floor. The
total area under lease will be 2,024 rentable square feet, (the"Premises Area"). The parties agree that the
Premises will be remeasured by Landlord's architect to accurately determine the number of rentable
square feet of space in the Premises, which determination shall be made in accordance with the Building
Owners and Managers Association International ("BOMA") standards, namely the "Standard Method for
Measuring Floor Area in Office Buildings—American National Standard,"ANSI Z65.1-1996. Promptly after
Landlord's architect makes such determination, this Lease shall be amended to accurately reflect the
number of rentable square feet of space in the Building and the Premises as so determined. In addition,
the Minimum Monthly Rent, and Tenant's Share, shall be proportionately adjusted based on the actual
number of rentable square feet of space in the Premises as so determined. Landlord and Tenant further
agree that the Building Area may exclude portions of the Building which are used for other than office
purposes, such as areas used for retail purposes.
(e) "Tenant's Share" means the Premises Area divided by the Building Area, expressed as a
percentage, which is Four and 09/100 (4.09%). Notwithstanding the foregoing, if one or more of the
facilities, services and utilities the costs of which are included within the definition of Operating Costs is
not furnished to one or more spaces or to particular types of spaces, then in connection with the
calculation of Tenant's Share of each of such costs the Building Area shall be reduced by the number of
rentable square feet contained in such space and Tenant's Share shall be separately computed as to
each of such costs. If the Building shall contain non-office uses during any period, Landlord shall have the
right to determine, in accordance with sound accounting and management principles, Tenant's Share of Real
Property Taxes and Operating Costs for only the office portion of the Building; in such event, Tenant's Share
shall be based on the ratio of the rentable area of the Premises to the rentable area of such office portion for
such period.
If a portion of the Building is damaged or condemned, or any other event occurs which alters the
number of rentable square feet of space in the Premises or the Building, then Landlord shall adjust Tenant's
Share to equal the number of rentable square feet of space then existing in the Premises(as altered by such
event)divided by the number of rentable square feet of space then existing in the Building (as altered by such
event).
(f) "Commencement Date" means July 15, 2015 or such earlier or later date as provided in
Section 4 hereof. Tenant shall have access to the Premises for furniture, telecommunications wiring, and
equipment assembly for a period of up to 30 days prior to lease commencement at no cost to Tenant.
(g) "Expiration Date"means October 31, 2020.
(h) "Term" means the period of time commencing on the Commencement Date and ending on
the Expiration Date, unless sooner terminated pursuant to this Lease.
(i) "Minimum Monthly Rent" means the following amounts as to the following periods during the
Term of this Lease:
PERIOD MONTHLY AMOUNT
July 16, 2015 to October 31, 2015 $ 0.00 per month
November 1, 2015 to May 31, 2946-a(>I(6 $1,433.67 per month
June 1,2016 to January 31, 2017 $2,867.33 per month
February 1,20117 to January 31, 2018 $2,951.67 per month
February 1,2018 to January 31, 2019 $3,036.00 per month
February 1,2019 to January 31, 2020 $3,120.33 per month
February 1, 2020 to October 31, 2020 $3,204.67 per month
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Q) "Permitted Use" means use for purposes of general business offices notary supplies and
services.
(k) "Base Year"means the calendar year 2015.
(1) "Prepaid Rent" means One Thousand Four Hundred Thirty-three and 67/100 Dollars
($1,433.67).
(m) "Security Deposit" means Three Thousand One Hundred Twenty and 33/100 Dollars
($3,120.33).
(n) "Landlord's Address for Notice" means 200 Mill Avenue Building, c/o Kidder Mathews, 601
Union Street, Suite 4720, Seattle, WA 98101.
(o) "Landlord's Address for Payment of Rent" means 200 Mill Avenue Building, c/o Kidder
Mathews, P.O. Box 34860, Seattle, WA 98124-1860.
(p) "Tenant's Address for Notice" means Attorney and Notary Supply, 200 Mill Avenue Building,
Suite ��Rento WA 9805,V-323322 on and after the Commencement Date.
(q) L d rd s Agent{meaYfsder Mathews or such other agent as Landlord may appoint from
time to time.
(r) "Broker(s)"means Kidder Mathews representing the Landlord and John L. Scott Real Eastate
—agent Tyson Sonnenberg representing the Tenant.
(s) "Exhibits"means the following Exhibits to this Lease:
Exhibit A-Legal Description of the Property
Exhibit B-Outline Drawing of the Premises
Exhibit C-Work Letter
Exhibit D-Rules and Regulations
(t) "Rider"means the following Rider which is attached hereto: N/A.
(u) "Definitions"means the words and phrases defined in Section 41 captioned"Definitions".
2. Consent and Notices. 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. All notices or requests required or permitted under this Lease shall be in writing as provided in
Section 42(g).
3. Premises and Appurtenances. Landlord leases to Tenant and Tenant leases from Landlord the
Premises for the Term. 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.
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 remains 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.
Tenant shall have access to the Building, Premises, and parking seven (7)days per
Week,twenty-four(24) hours per day, and fifty-two(52)weeks per year.
Building hours to be 8:00 a.m.to 6:00 p.m. Monday Through Friday
4. Term.
(a) Commencement Date. The Term shall commence on the Commencement Date and expire
on the Expiration Date, unless sooner terminated pursuant to this Lease. The Commencement Date shall
be:
(i) The date specified in Section 1, unless notice is delivered pursuant to Subsection
4(a)(ii), in which case the Commencement Date shall be such later date, or Tenant occupies the Premises
earlier pursuant to Subsection 4(a)(iii), in which case the Commencement Date shall be such earlier date;
(ii) Such later date on which the Tenant Improvements to be made to the Premises by
Landlord, if any, are substantially complete, provided, however, that Landlord shall give notice of
substantial completion to Tenant at least five (5) days before such date.
(iii) If Tenant shall occupy the Premises for the Permitted Use prior to the Commencement
Date specified in Section 1 or the date specified in the notice provided for pursuant to Subsection 4(a)(ii),
then the date of such early occupancy.
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(b) Tenant Obligations. If the Tenant Improvements provided by landlord if any, are not
substantially completed on the Commencement Date specified in Section 1 primarily due to Tenant's
failure to promptly review and approve the plans and specifications for the Tenant Improvements or
change orders with respect to the Tenant Improvements or to Tenant's failure to fulfill any other obligation
under this Lease, then the Term shall be deemed to have commenced on the Commencement Date
specified in Section 1.
(c) Tenant Termination Rights. If Landlord is unable to deliver possession of the Premises with
the Tenant Improvements, if any, substantially completed to Tenant on the Commencement Date as a
result of causes beyond its reasonable control, Landlord shall not be liable for any damage caused by
failing to deliver possession and this Lease shall not be void or voidable. Tenant shall not be liable for
Rent until Landlord delivers possession of the Premises to Tenant. No delay in delivery of possession of
the Premises to Tenant shall change the Expiration Date or operate to extend the Term. If Landlord does
not deliver possession of the Premises to Tenant within six (6) months of the Commencement Date, then
Tenant may elect to terminate this Lease by giving notice to Landlord within ten (10) days following the
end of such six(6) month period.
(d) Confirmation of Commencement Date. When the Commencement Date as provided in
Subsection 4(a)(ii) or Subsection 4(a)(iii) has been established as an earlier or later date than the
Commencement Date specified in Section 1, Landlord shall confirm the Commencement Date by notice to
Tenant.
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 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. Prepaid Rent and Security Deposit. As partial consideration for Landlord's execution of this
Lease, on execution of this Lease, Tenant shall deposit with Landlord the Prepaid Rent, as monthly
rent for the first full month of the Term for which Rent is payable, and the Security Deposit, as a
Security Deposit for the performance by Tenant of the provisions of this Lease. If Tenant is in default,
Landlord may use the Security Deposit, or any portion of it, to cure the default, including without
limitation, paying for the cost of any work necessary to restore the Premises, the Tenant improvements
and any alterations to good condition or to compensate Landlord for all damage sustained by Landlord
resulting from Tenant's default. Tenant shall within five (5) days of demand pay to Landlord a sum
equal to the portion of the Security Deposit expended or applied by Landlord as provided in this Section
so as to maintain the Security Deposit in the sum initially deposited with Landlord. If Tenant is not in
default as of the expiration or termination of the Term, including without limitation, in default in payment
of the Rent for the last month of the Term, then Landlord shall return the Security Deposit, without
interest, to Tenant within a reasonable period of time not to exceed thirty (30) days after the expiration
or termination of the Term, provided, however, that Landlord may retain a portion of the Security
Deposit for payment of increases in Real Property Taxes and Operating Costs the exact amount of
which has not been determined as of the expiration or termination of the Term. Landlord's obligations
with respect to the Security Deposit are those of a debtor and not a trustee. Landlord may commingle
the Security Deposit with Landlord's general and other funds.
7. Real Property Taxes.
(a) Payment of Tenant's Share of Increases in Real Property Taxes. Tenant shall pay to
Landlord, as Additional Rent, monthly, in advance on the first day of each month during the Term, an
amount equal to one-twelfth (1/12th) of Tenant's Share of all increases in Real Property Taxes that are or
will be levied or assessed against the Property during each calendar year during the Term over and above
the Real Property Taxes that are levied or assessed against the Property during the Base Year as
reasonably estimated by Landlord. Such Additional Rent is exclusive of any sales, franchise, business or
occupation or other tax based on rents and should such taxes apply during the Term, such Additional Rent
shall be increased by the amount of such taxes. Within one hundred twenty (120) days after the end of
each calendar year during the Term or within such longer period of time as may be reasonably necessary,
Landlord shall furnish to Tenant a statement of the Real Property Taxes for the preceding calendar year
and Tenant's Share of the increase in Real Property Taxes. If Tenant's Share of the increase in such Real
Property Taxes for that calendar year over such Real Property Taxes for the Base Year exceeds the
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monthly payments made by Tenant, then Tenant shall pay Landlord the deficiency within thirty (30) days
after receipt of the statement. If Tenant's payments made during that calendar year exceed Tenant's
Share of the increase in such Real Property Taxes for that calendar year over such Real Property Taxes
for the Base Year, then, at Landlord's option, either Landlord shall pay Tenant the excess at the time
Landlord furnishes the statement to Tenant, or Tenant shall be entitled to offset the excess against the
next installment(s) of Minimum Monthly Rent and Additional Rent, provided, however, that at the end of
the Term Landlord shall pay Tenant the excess at the time Landlord furnishes the statement to Tenant.
(b) General and Special Assessments. With respect to any general or special assessments
which may be levied against or upon the Property, or which under the laws then in force may be evidenced
by improvement or other bonds or may be paid in annual installments, only the amount of such annual
installment, and interest due thereon, shall be included in the computation of Real Property Taxes.
(c) Proration. Tenant's Share of Real Property Taxes shall be prorated on the basis of a 360-day
year to account for any fractional portion of a tax year included in the Term at its commencement and
expiration.
(d) No Effect on Minimum Monthly Rent. Notwithstanding anything to the contrary in this
Section, the Minimum Monthly Rent payable by Tenant shall in no event be less than the Minimum
Monthly Rent specified in Section 1.
(e) Leasehold Excise Tax. Notwithstanding anything to the contrary contained in this Section 7,
Landlord and Tenant agree that Landlord is a municipal corporation under the State of Washington, and,
as such, pays leasehold excise taxes based on rent in lieu of Real Property Taxes. For purposes of
establishing a Base Year for taxes based on rent, Landlord and Tenant shall agree upon a tax
assessment based on the valuation of the Property for the Base Year, and Tenant shall pay to Landlord as
Additional Rent, monthly, in advance on the first day of each month during the Term, an amount equal to
one-twelfth (1/12th) of Tenant's Share of all increases in the valuation of the Property over the agreed
upon Base Year valuation that are or will be levied or assessed against the Property for each calendar
year during the Term.
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. Operating Costs.
(a) Payment of Tenant's Share of Increases in Operating Costs. Tenant shall pay to Landlord,
as Additional Rent, monthly, in advance on the first day of each month during the Term, an amount equal
to one-twelfth (1112th) of Tenant's Share of the increase in the Operating Costs of the Property for each
calendar year during the Term over the Operating Costs for the Base Year as reasonably estimated by
Landlord. Landlord may, in accordance with sound accounting and management principles, both reasonably
estimate, and finally determine, the Operating Costs for the Base Year and for each calendar year during
the Term based on the Operating Costs that would have been incurred if the Building had been 95%
occupied during the Base Year or each such calendar year, as the case may be, taking into account
historical operating costs for the Building. Landlord may, in accordance with sound accounting and
management principles, make any other appropriate changes to reflect adjustments to Operating Costs for
prior years or for the then current calendar year. Such Additional Rent is exclusive of any sales, franchise,
business or occupation or other tax based on rents and should such taxes apply during the Term, such
Additional Rent shall be increased by the amount of such taxes. Within one hundred twenty (120) days
after the end of each calendar year during the Term or within such longer period of time as may be
reasonably necessary, Landlord shall furnish to Tenant a statement of the Operating Costs for the
preceding calendar year and Tenant's Share of the increase in the Operating Costs. If Tenant's Share of
the increase in the Operating Costs for that calendar year over the Operating Costs for the Base Year
exceeds the monthly payments made by Tenant, then Tenant shall pay Landlord the deficiency within
thirty (30) days after receipt of the statement. If Tenant's payments made during that calendar year
exceed Tenant's Share of the increase in the Operating Costs for that calendar year over the Operating
Costs for the Base Year, then, at Landlord's option, either Landlord shall pay Tenant the excess at the
time Landlord furnishes the statement to Tenant, or Tenant shall be entitled to offset the excess against
the next installment(s) of Minimum Monthly Rent and Additional Rent, provided, however, that at the end
of the Term Landlord shall pay Tenant the excess at the time Landlord furnishes the statement to Tenant.
(b) Proration. Tenant's Share of Operating Costs shall be prorated on the basis of a 360-day
year to account for any fractional portion of a year included in the Term at its commencement and
expiration.
(c) No Effect on Minimum Monthly Rent. Notwithstanding anything to the contrary in this
Section, the Minimum Monthly Rent payable by Tenant shall in no event be less than the Minimum
Monthly Rent specified in Section 1.
10.Use. Tenant shall use the Premises for the Permitted Use and for no other use without Landlord's
prior consent. Tenant agrees that it has determined to its satisfaction that the Premises can be used for
the Permitted Use. Tenant waives any right to terminate this Lease if the Premises cannot be used for
the Permitted Use during the Term unless the prohibition on use is the result of actions taken by
Landlord. Tenant's use of the Premises shall be in accordance with the following:
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(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 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 reasonably
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. 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.
(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.
(c) Indemnity by Landlord. Landlord agrees to hold Tenant 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 Tenant, the Premises or the Property by reason of, or in
connection with the acts or omissions of Landlord, or its employees, resulting in the release of any
Hazardous Substances on the Premises or the Property.
(d) 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. 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.
(e) 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.
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12.1-andlord's Maintenance; Inclusion in Operating Costs.
(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, exterior
glass, glass entrance doors (excluding interior glass and interior glass 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 shall be included in
Operating Costs to the extent provided in Section 9 captioned "Operating Costs".
13.Tenant's Maintenance; Remedies.
(a) Tenant's Maintenance. Except as provided in Section 12 captioned "Landlord's
Maintenance; Inclusion in Operating Costs", 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, Tenant's alterations, Tenant's
trade fixtures, Tenant's personal property, signs, walls, interior partitions, wall coverings, windows, non-
building standard window coverings, glass within the Premises, 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 from the acts or omissions of
Tenant or its authorized representatives.
(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; Alterations and Trade Fixtures.
(a) Tenant Improvements. Tenant accepts the Premises in their "AS IS" condition without any
agreements, representations, understandings or obligations on the part of Landlord to perform any
alterations, repairs or improvements or to provide any allowances unless otherwise expressly provided in this
Lease or in the Work Letter attached hereto as Exhibit C. Tenant shall not make any improvements or
alterations to the Premises without Landlord's prior consent.
(b) Alterations. Any improvements and alterations made by either party shall remain on and be
surrendered with the Premises on expiration or termination of the Term, except that Landlord can elect by
giving notice to Tenant within thirty (30) days before the expiration of the Term, or within thirty (30) days
after termination of the Term, to require Tenant to remove any improvements and alterations that Tenant
has made to the Premises. If Landlord so elects, Tenant, at its cost, shall restore the Premises to the
condition designated by Landlord in its election, before the last day of the Term, or within thirty (30) days
after notice of election is given, whichever is later. 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 building standard
improvements, (ii) shall be made utilizing then 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, and (v) shall be made in
conformity with then applicable laws, including without limitation, building codes.
(c) Trade Fixtures. Tenant shall not install any trade fixtures in or on the Premises without
Landlord's prior 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
costing more than an amount equal to one (1) month's Minimum Monthly Rent, or the supply or
furnishing of any labor, services and/or materials in connection with any such Work, Tenant shall
provide Landlord with a labor and material payment bond, a letter of credit or other security satisfactory
to Landlord 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
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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
reasonable 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.
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, 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, and 8:00 A.M. to 11:00 A.M on Saturdays, except Sundays and those legal
holidays generally observed in the State of Washington, Landlord shall, upon Tenant's request made not
less than 24 hours before the time Tenant requires the after hour 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. If Tenant receives such
services, then Tenant shall pay, upon demand, an amount equal to Tenant's proportionate share of the
actual direct cost to Landlord in providing the heating, ventilating and air conditioning outside of normal
business hours which Landlord and Tenant agree will be$35.00 per hour at this time;
(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 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 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 reasonable 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 in the Building to maintain temperatures
that may be required for, or because of, any of Tenant's equipment other than normal office equipment,
7
such as personal computers, laser printers, copiers, dictating machines and other small equipment
normally used in business offices, 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 or the use of more than one personal computer per person, (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
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.
(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 of: (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 defend, indemnify, and hold harmless Landlord, its officers, officials,
employees and volunteers from and against any and all claims, suits, actions, or liabilities for injury or
death of any person, or loss of damage to property, which arises out of Tenant's use of the Premises, or
from the conduct of Tenant's business, or from any activity, work or thing done, permitted, or suffered by
Tenant in or about the Premises, except only such injury or damage as shall have been occasioned by the
negligence of Landlord.
Landlord shall defend, indemnify, and hold harmless Tenant, its officers, officials, and
employees from and against any and all claims, suits, actions, or liabilities for injury or death of any
person, or loss of damage to property, which arises 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, excluding any injury, death, loss or damage which arises as a result of
Tenant's negligence.
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) Provisions Specifically Negotiated. LANDLORD AND TENANT ACKNOWLEDGE BY
THEIR EXECUTION OF THIS LEASE THAT EACH OF THE INDEMNIFICATION PROVISIONS OF THIS
8
LEASE (SPECIFICALLY INCLUDING BUT NOT LIMITED TO THOSE RELATING TO WORKER'S
COMPENSATION BENEFITS AND LAWS) WERE SPECIFICALLY NEGOTIATED AND AGREED TO BY
LANDLORD AND TENANT.
18.Exemption of Landlord from Liability. Landlord and Landlord's Agent shall not be liable for injury
to Tenant's business or loss of income therefrom or for damage which may be sustained by the
person, goods, wares, merchandise or property of Tenant, 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 Landlord or its authorized representatives.
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 $2,000,000 per occurrence, and
$3,000,000 annual aggregate if the Premises contain less than 5,000 rentable square feet of space or
$5,000,000 annual aggregate if the Premises contain 5,000 rentable square feet of space or more,
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 $1,000,000. 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 named insureds on such insurance policy.
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 Claims; Waiver of Subrogation Landlord and Tenant release each other, and their
respective authorized representatives, from, and waive their entire claim of recovery for, any claims for
damage to the Premises and the Building and to Tenant's alterations, trade fixtures and personal
property that are caused by or result from fire, lightning or any other perils normally included in an "all
risk" property insurance policy whether or not such loss or damage is due to the negligence of
Landlord, or its authorized representatives, or of Tenant, or its authorized representatives. 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 such insurance policy.
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 A/VI 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 thirty (30) 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. Each policy or a
certificate of the policy, together with evidence of payment of premiums, 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.
23.Destruction.
(a) Insured Damage. If during the Term the Premises or the Building are partially or totally
destroyed by any casualty that is covered by any insurance carried by Landlord covering the Building,
rendering the Premises partially or totally inaccessible or unusable, Landlord shall restore the Premises or
the Building to substantially the same condition as they were in immediately before such destruction, if(i)
the insurance proceeds available to Landlord equal or exceed the cost of such restoration, (ii) in the
opinion of a registered architect or engineer appointed by Landlord such restoration can be completed
within one hundred eighty (180) days after the date on which Landlord obtains all permits necessary for
such restoration, and (iii) such restoration is permitted under then existing laws to be done in such a
manner as to return the Premises, or the Building, as the case may be, to substantially the same condition
as they were in immediately before such destruction. To the extent that the insurance proceeds must be
paid to a mortgagee under, or must be applied to reduce any debt secured by, a mortgage covering the
Property, the insurance proceeds shall be deemed not to be available to Landlord unless such mortgagee
permits Landlord to use the insurance proceeds for such restoration. Such destruction shall not terminate
this Lease.
(b) Major or Uninsured Damage. If during the Term the Premises or the Building are partially or
totally destroyed by any casualty and Landlord is not obligated under Section 23(a) captioned "Insured
Damage"to restore the Premises or the Building, as the case may be, then Landlord may, at its election,
either (i) restore the Premises or the Building to substantially the same condition as they were in
immediately before such destruction, or (ii) terminate this Lease effective as of the date of such
destruction. If Landlord does not give Tenant notice within sixty (60) days after the date of such
destruction of its election to restore the Premises or the Building, as the case may be, Landlord shall be
deemed to have elected to terminate this Lease. If Landlord elects to restore the Premises or the Building,
as the case may be, Landlord shall use commercially reasonable efforts to complete such restoration
within one hundred eighty (180) days after the date on which Landlord obtains all permits necessary for
9
such restoration, provided, however, that such one hundred eighty(180)day period shall be extended by a
period equal to any delays caused by Force Majeure, and such destruction shall not terminate this Lease.
If Landlord does not complete such restoration within one (1) year following the date of such destruction,
then Tenant may elect to terminate this Lease by giving notice to such effect to Landlord within ten (10)
days following the end of such one(1)year period.
(c) Damage to the Building. If during the Term the Building is partially destroyed by any casualty
and if in the opinion of Landlord the Building should be restored in such a way as to materially alter the
Premises, then Landlord may, at Landlord's election, terminate this Lease by giving notice to Tenant of
Landlord's election to do so within sixty(60) days after the date of such destruction.
(d) 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.
(e) Abatement or Reduction of Rent. In case of damage to, or destruction of, the Premises or
the Building 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 in Tenant's reasonable
judgment is unable to conduct its business in the Premises, then the Term shall terminate as of the date
of taking.
(c) Taking of Part of the Building. If there is a taking of a part of the Building other than the
Premises and if in the opinion of Landlord the Building should be restored in such a way as to materially
alter the Premises, then Landlord may terminate the Term by giving notice to such effect to Tenant within
sixty (60) days after the date of vesting of title in the condemnor and the Term shall terminate as of the
date specified in such notice, which date shall not be less than sixty (60) days after the giving of such
notice.
(d) 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.
(e) 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.
(a) Landlord's Consent; Definitions. Tenant acknowledges that the Building is a multi-tenant
office building, occupied by tenants specifically selected by Landlord, and that Landlord has a legitimate
interest in the type and quality of such tenants, the location of tenants in the Building and in controlling the
leasing of space in the Building so that Landlord can better meet the particular needs of its tenants and
protect and enhance the relative image, position and value of the Building in the office building market.
Tenant further acknowledges that the rental value of the Premises may fluctuate during the Term in
accordance with market conditions, and, as a result, the Rent paid by Tenant under the Lease at any
particular time may be higher or lower than the then market rental value of the Premises. Landlord and
Tenant agree, and the provisions of this Section are intended to so provide, that, if Tenant voluntarily
assigns its interest in this Lease or in the Premises or subleases any part or all of the Premises, a portion
of the profits from any increase in the market rental value of the Premises shall belong to Landlord.
Tenant acknowledges that, if Tenant voluntarily assigns this Lease or subleases any part or all of the
Premises, Tenant's investment in the subject portion of the Premises (specifically including, but not limited
to, tenant improvements, good will or other assets) may be lost or reduced as a result of such action.
(b) Consent Required. 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 consent, which
consent shall not be unreasonably withheld. 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. In determining whether to approve a proposed assignment or sublease, Landlord shall place
primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the
business to be conducted by the proposed transferee at the Premises and the affect of such assignment
or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the
specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to
consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the
10
Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an
increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being
unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to
an assignment or subletting where the space will be used for a school or training facility, an entertainment,
sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a
personnel or employment agency, a medical office, or an embassy or consulate or similar office). Landlord
shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or(y) a
prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and
options shall continue throughout the entire term of this Lease. No consent to any assignment,
encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or
subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent.
Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than
Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any
of the provisions of this Section or release Tenant from its obligation to comply with the terms and
provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations
under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of
Tenant's obligations under this Lease shall remain in full force and effect following any such assignment or
subletting. In addition to Landlord's other rights under this Section, Landlord may condition approval of an
assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of
personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves
of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options,
rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space
in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the
parties hereto that any such rights and options are personal to Tenant named herein and may not be
transferred.
(c) Conditions to Assignment or Sublease. Tenant agrees that any instrument by which
Tenant assigns or sublets all or any portion of the Premises shall expressly provide that the assignee or
subtenant may not further assign or sublet the assigned or sublet space without Landlord's prior consent
(which consent shall not, subject to Landlord's rights under this Section, be unreasonably withheld or
delayed), and that the assignee or subtenant will comply with all of the provisions of this Lease and that
Landlord may enforce the Lease provisions directly against such assignee or subtenant. If this Lease is
assigned, whether or not in violation of the terms and provisions of this Lease, Landlord may collect Rent
from the assignee. If the Premises, or any part thereof, is sublet, Landlord may, upon a default under this
Lease, collect rent from the subtenant. In either event, Landlord may apply the amount collected from the
assignee or subtenant to Tenant's obligation to pay Rent under this Lease.
(d) Events Constituting an Assignment or Sublease. For purposes of this Section, the
following events shall be deemed an assignment or sublease, as appropriate: (i) the issuance of equity
interests (whether stock, partnership interests or otherwise) in Tenant, or any assignee or subtenant, if
applicable, or any entity controlling any of them, to any person or group of related persons, in a single
transaction or a series of related or unrelated transactions, such that, following such issuance, such
person or group shall have Control (as defined below) of Tenant, or any assignee or subtenant, if
applicable; or(ii) a transfer of Control of Tenant, or any assignee or subtenant, if applicable, or any entity
controlling any of them, in a single transaction or a series of related or unrelated transactions (including,
without limitation, by consolidation, merger, acquisition or reorganization), except that the transfer of
outstanding capital stock or other listed equity interests by persons or parties other than "insiders" within
the meaning of the Securities Exchange Act of 1934, as amended, through the "over-the-counter" market
or any recognized national or international securities exchange, shall not be included in determining
whether Control has been transferred. "Control" shall mean direct or indirect ownership of fifty percent
(50%) or more of all the legal and equitable interest in any business entity.
(e) Processing Expenses. Tenant shall pay to Landlord the amount of Landlord's cost of
processing each proposed assignment or subletting, including without limitation, reasonable attorneys'and
other professional fees, and the cost of Landlord's administrative, accounting and clerical time
(collectively, "Processing Costs"), and the amount of all reasonable direct and indirect expense incurred
by Landlord arising from the assignee or sublessee taking occupancy of the subject space, including
without limitation, reasonable costs of freight elevator operation for moving of furnishings and trade
fixtures, security service, janitorial and cleaning service, rubbish removal service, costs of changing
signage, and costs of changing locks and making new keys (collectively, "Occupancy Costs").
Notwithstanding anything to the contrary herein, Landlord shall not be required to process any request for
Landlord's consent to an assignment or subletting until Tenant has paid to Landlord Three Hundred
Dollars ($300.00), or Landlord's estimate of the Processing Costs and the Occupancy Costs, whichever is
greater.
(f) Consideration to Landlord. In the event of any assignment or sublease, whether or not
requiring Landlord's consent, Landlord shall be entitled to receive, as Additional Rent, one-half(1/2) of any
consideration, including without limitation, payment for leasehold improvements paid for by Landlord, paid
by the assignee or subtenant for the assignment or sublease and, in the case of sublease, the excess of
the amount of rent paid for the sublet space by the subtenant over the total amount of Minimum Monthly
Rent under Section 5 and Additional Rent under Sections 7 and 9. Upon Landlord's request, Tenant shall
assign to Landlord all amounts to be paid to Tenant by the assignee or subtenant and shall direct such
assignee or subtenant to pay the same directly to Landlord. If there is more than one sublease under this
Lease, the amounts (if any) to be paid by Tenant to Landlord pursuant to the preceding sentence shall be
separately calculated for each sublease and amounts due Landlord with regard to any one sublease may
not be offset against rental and other consideration due under any other sublease.
(g) Procedures. If Tenant desires to assign this Lease or any interest therein or sublet all or part
of the Premises, Tenant shall give Landlord written notice thereof designating the space proposed to be
11
sublet and the terms proposed. If the proposed sublease covers the entire Premises and if the term of the
proposed sublease(including any renewal terms)will expire during the final six (6) months of the Term (or
if Tenant has exercised a renewal option, if any, then during the final six(6) months of the subject renewal
period), then Landlord shall have the prior right and option (to be exercised by written notice to Tenant
given within fifteen (15) days after receipt of Tenant's notice) (i) to terminate this Lease, or(ii) to approve
Tenant's proposal to sublet conditional upon Landlord's subsequent written approval of the specific
sublease obtained by Tenant and the specific subtenant named therein. If Landlord exercises its option
described in (ii) above, Tenant shall submit to Landlord for Landlord's written approval Tenant's proposed
sublease agreement (in which the proposed subtenant shall be named) together with a current reviewed
or audited financial statement prepared by a certified public accountant for such proposed subtenant and
a credit report on such proposed subtenant prepared by a recognized credit reporting agency. If Landlord
fails to exercise its option to terminate this Lease, this shall not be construed as or constitute a waiver of
any of the provisions of this Section. If Landlord exercises its option to terminate this Lease, Landlord shall
not have any liability for any real estate brokerage commission(s) or with respect to any of the costs and
expenses that Tenant may have incurred in connection with its proposed subletting, and Tenant agrees to
hold Landlord harmless from and against any and all claims (including, without limitation, claims for
commissions) arising from such proposed subletting. Landlord's foregoing rights and options shall
continue throughout the Term. For purposes of this Section, a proposed assignment of this Lease in whole
or in part shall be deemed a proposed subletting of such space.
(h) Documentation. No permitted subletting by Tenant shall be effective until there has been
delivered to Landlord a counterpart of the sublease in which the subtenant agrees to be and remain jointly
and severally liable with Tenant for the payment of Rent pertaining to the sublet space and for the
performance of all of the terms and provisions of this Lease; provided, however, that the subtenant shall
be liable to Landlord for rent only in the amount set forth in the sublease. No permitted assignment shall
be effective unless and until there has been delivered to Landlord a counterpart of the assignment in
which the assignee assumes all of Tenant's obligations under this Lease arising on or after the date of the
assignment. The failure or refusal of a subtenant or assignee to execute any such instrument shall not
release or discharge the subtenant or assignee from its liability as set forth above.
(i) No Merger. Without limiting any of the provisions of this Section, if Tenant has entered into
any subleases of any portion of the Premises, the voluntary or other surrender of this Lease by Tenant, or
a mutual cancellation by Landlord and Tenant, shall not work a merger, and shall, at the option of
Landlord, terminate all or any existing subleases or subtenancies or, at the option of Landlord, operate as
an assignment to Landlord of any or all such subleases or subtenancies.
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.
(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.
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(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 incident to reletting to a new tenant, and (E) any other costs necessary or
appropriate to relet the Premises; 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. The amounts
described in clauses (C) and (D) shall be amortized over the term of the new tenant's lease, and Tenant
shall only be liable to Landlord for the portion of such amounts attributable to the period prior to the
Expiration Date of this Lease set forth in Section 1. 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 fifteen percent (15%) 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.Bankruptcy.
(a) Assumption of Lease. If Tenant becomes a Debtor under Chapter 7 of the Bankruptcy Code
("Code") or a petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters
11 or 13 of the Code, or a proceeding is filed under Chapter 7 of the Code and is transferred to Chapters
11 or 13 of the Code, the Trustee or Tenant, as Debtor and as Debtor-In-Possession, may not elect to
assume this Lease unless, at the time of such assumption, the Trustee or Tenant has:
(i) Cured all defaults under the Lease and paid all sums due and owing under the Lease or
provided Landlord with "Adequate Assurance" (as defined below) that: (i) within ten (10) days from the
date of such assumption, the Trustee or Tenant will completely pay all sums due and owing under this
Lease and compensate Landlord for any actual pecuniary loss resulting from any existing default or
breach of this Lease, including without limitation, Landlord's reasonable costs, expenses, accrued interest,
and attorneys' fees incurred as a result of the default or breach; (ii) within twenty (20) days from the date
of such assumption, the Trustee or Tenant will cure all non-monetary defaults and breaches under this
Lease, or, if the nature of such non-monetary defaults is such that more than twenty (20) days are
reasonably required for such cure, that the Trustee or Tenant will commence to cure such non-monetary
defaults within twenty (20) days and thereafter diligently prosecute such cure to completion; and (iii) the
assumption will be subject to all of the provisions of this Lease.
(ii) For purposes of this Section, Landlord and Tenant acknowledge that, in the context of a
bankruptcy proceeding involving Tenant, at a minimum, "Adequate Assurance"shall mean: (i)the Trustee
or Tenant has and will continue to have sufficient unencumbered assets after the payment of all secured
obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient
funds to fulfill the obligations of Tenant under this Lease; (ii) the Bankruptcy Court shall have entered an
Order segregating sufficient cash payable to Landlord and/or the Trustee or Tenant shall have granted a
valid and perfected first lien and security interest and/or mortgage in or on property of Trustee or Tenant
acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Tenant
to cure the monetary and/or non-monetary defaults and breaches under this Lease within the time periods
set forth above; and (iii) the Trustee or Tenant, at the very minimum, shall deposit a sum equal to two (2)
month's Minimum Monthly Rent to be held by Landlord (without any allowance for interest thereon) to
secure Tenant's future performance under the Lease.
(b) Assignment of Lease. If the Trustee or Tenant has assumed the Lease pursuant to the
provisions of this Section for the purpose of assigning Tenant's interest hereunder to any other person or
entity, such interest may be assigned only after the Trustee, Tenant or the proposed assignee have
complied with all of the terms, covenants and conditions of this Lease, including, without limitation, those
with respect to Additional Rent. Landlord and Tenant acknowledge that such terms, covenants and
conditions are commercially reasonable in the context of a bankruptcy proceeding of Tenant. Any person
or entity to which this Lease is assigned pursuant to the provisions of the Code shall be deemed without
further act or deed to have assumed all of the obligations arising under this Lease on and after the date of
such assignment. Any such assignee shall upon request execute and deliver to Landlord an instrument
confirming such assignment.
(c) Adequate Protection. Upon the filing of a petition by or against Tenant under the Code,
Tenant, as Debtor and as Debtor-In-Possession, and any Trustee who may be appointed agree to
adequately protect Landlord as follows: (i) to perform each and every obligation of Tenant under this
Lease until such time as this Lease is either rejected or assumed by Order of the Bankruptcy Court; (ii)to
pay all monetary obligations required under this Lease, including without limitation, the payment of
Minimum Monthly Rent, Tenant's Share of Real Property Taxes, Tenant's Share of Operating Costs and
any other sums payable by Tenant to Landlord under this Lease which is considered reasonable
compensation for the use and occupancy of the Premises; (iii) provide Landlord a minimum of thirty (30)
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days prior written notice, unless a shorter period is agreed to in writing by the parties, of any proceeding
relating to any assumption of this Lease or any intent to abandon the Premises, which abandonment shall
be deemed a rejection of this Lease; and (iv) to perform to the benefit of Landlord as otherwise required
under the Code. The failure of Tenant to comply with the above shall result in an automatic rejection of
this Lease.
29.11-imitation 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.
30.1-imitation 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
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 partners 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. Notwithstanding the foregoing, Landlord and Tenant have agreed to allow
Tenant the right to install one(1) Exterior sign on the building, pursuant to the Rider attached hereto.
32.1-andlord'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 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 ten (10) 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 ten (10)
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.
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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, which personal property
specifically includes all cabling installed in the Premises by Tenant (unless Tenant has received consent
from Landlord that such cabling may be surrendered with and remain in the Premises), 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 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 reasonable 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, or the amount provided by law,
whichever is greater, 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.Agency Disclosure; Broker.
(a) Agency Disclosure. Kidder Mathews hereby discloses that it represents the Landlord and
Tenant in this transaction.
(b) Broker. 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, except the Broker(s). The commission
due to the Broker(s) shall be paid by Landlord pursuant to a separate agreement. 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. If Tenant engages a broker, agent or finder to represent Tenant in connection
with any renewal of this Lease, then the commission or any fee of such broker, agent or finder shall be
paid by Tenant.
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 fifteen percent (15%) per year,
or the maximum legal rate of interest, whichever is less.
40.Landlord's Option to Relocate Tenant. Landlord shall have the option at any time to relocate
Tenant, upon not less than ninety (90) days advance written notice by Landlord to Tenant, to any floor
of the Building in which the Premises are located so long as the square footage of the Premises leased
hereunder is not reduced. Rent shall not be changed because of the relocation of Tenant
notwithstanding any increase in the square footage of the Premises to which Tenant is relocated unless
the increase in square footage is caused by Tenant's request for additional space. In the event
Landlord gives Tenant written notice of the relocation of Tenant after Tenant and Landlord have
commenced or completed the approved installation of partitioning or other improvements, Landlord
shall furnish Tenant with similar partitioning or other improvements of equal quality in the Premises to
which Tenant is relocated. Landlord shall pay expenses associated with relocation of existing
telephones, existing office furniture, and existing equipment.
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41.Definitions. As used in this Lease, the following words and phrases, whether or not capitalized,
shall have the following meanings:
(a) "Additional Rent" means pass-throughs of increases in Operating Costs and Taxes, as
defined in this Lease, and other monetary sums to be paid by Tenant to Landlord under the provisions of
this Lease.
(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.
(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.
(j) "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 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.
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(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) "Operating Costs" means all costs of any kind incurred by Landlord in operating, cleaning,
equipping, protecting, lighting, repairing, replacing, heating, air-conditioning, maintaining and insuring the
Property. Operating Costs shall include, without limitation, the following costs: (i) salaries,wages, bonuses
and other compensation (including hospitalization, medical, surgical, retirement plan, pension plan, union
dues, life insurance, including group life insurance, welfare and other fringe benefits, and vacation,
holidays and other paid absence benefits) relating to employees of Landlord or its agents directly engaged
in the operation, repair, or maintenance of the Property; (ii) payroll, social security, workers'compensation,
unemployment and similar taxes with respect to such employees of Landlord or its authorized
representatives, and the cost of providing disability or other benefits imposed by law or otherwise, with
respect to such employees; (iii) uniforms (including the cleaning, replacement and pressing thereof)
provided to such employees; (iv) premiums and other charges incurred by Landlord with respect to fire,
earthquake, other casualty, all risk, rent loss and liability insurance, any other insurance as is deemed
necessary or advisable in the reasonable judgment of Landlord and, after the Base Year, costs of
repairing an insured casualty to the extent of the deductible amount under the applicable insurance policy;
(v) water charges and sewer rents or fees; (vi) license, permit and inspection fees; (vii) sales, use and
excise taxes on goods and services purchased by Landlord in connection with the operation, maintenance
or repair of the Property and Building systems and equipment; (viii) telephone, facsimile, messenger,
express delivery service, postage, stationery supplies and other expenses incurred in connection with the
operation, management, maintenance, or repair of the Property; (ix) property management fees and
expenses; (x) repairs to and physical maintenance of the Property, including building systems and
appurtenances thereto and normal repair and replacement of worn-out equipment, facilities and
installations, but excluding the replacement of major building systems (except to the extent provided in
(xvi) and (xvii) below); (xi) janitorial, window cleaning, security, extermination, water treatment, rubbish
removal, plumbing and other services and inspection or service contracts for elevator, electrical, HVAC,
mechanical and other building equipment and systems or as may otherwise be necessary or proper for the
operation or maintenance of the Property; (xii) supplies, tools, materials, and equipment used in
connection with the operation, maintenance or repair of the Property; (xiii) accounting, legal and other
professional fees and expenses; (xiv) painting the exterior or the public or common areas of the Building
and the cost of maintaining the sidewalks, landscaping and other common areas of the Property; (xv) all
costs and expenses for electricity, chilled water, air conditioning, water for heating, gas, fuel, steam, heat,
lights, power and other energy related utilities required in connection with the operation, maintenance and
repair of the Property; (xvi) the cost of any improvements which Landlord elects to capitalize made by
Landlord to the Property during the Term in compliance with the requirements of any laws or regulation or
insurance requirement with which the Property was not required to comply during the Base Year, as
reasonably amortized by Landlord, with interest on the unamortized balance at the rate of twelve percent
(12%) per year, or the maximum legal rate of interest, whichever is less; (xvii) the cost of any
improvements which Landlord elects to capitalize made by Landlord to the Property during the term of this
Lease for the protection of the health and safety of the occupants of the Property or that are intended to
reduce other Operating Costs, as reasonably amortized by Landlord, with interest on the unamortized
balance at the rate of twelve percent (12%) per year, or the maximum legal rate of interest, whichever is
less; (xviii) a reasonable reserve for repair or replacement of equipment used in the maintenance or
operation of the Property; (xix)the cost of furniture, draperies, carpeting, landscaping and other customary
and ordinary items of personal property (excluding paintings, sculptures and other works of art) provided
by Landlord for use in common areas of the Building or in the Building office (to the extent that such
Building office is dedicated to the operation and management of the Property), such costs to be amortized
over the useful life thereof; (xx) Building office rent or rental value; and (xxi) all other costs which, in
accordance with generally sound accounting and management principles used by Landlord, as applied to
the maintenance and operation of office and/or retail buildings, are properly chargeable to the operation
and maintenance of the Property.
Operating Costs shall not include the following: (i) depreciation on the Building; (ii) debt service; (iii)
capital improvements, except as otherwise provided in clauses (xvi) and (xvii) above, (iv) rental under any
ground or underlying leases; (v) Real Property Taxes, (vi) attorneys' fees and expenses incurred in
connection with lease negotiations with prospective tenants, or default or enforcement proceedings with
respect to defaulting tenants; (vii) the cost of tenant improvements; (viii) advertising expenses; or (ix) real
estate broker's or other leasing commissions.
(y) "Parties" means Landlord and Tenant.
(z) "Party"means Landlord or Tenant.
(aa) "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.
(bb) "Property"means the Premises, Building and Land.
17
(cc) "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.
(dd) "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:
(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.
(ee) "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.
(ff) "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.
(gg) "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.
(hh) "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.
(ii) "Substantially complete" or "substantially completed" or "substantial completion" means the
completion of Landlord's construction obligation, subject to completion or correction of"punch list" items,
that is, minor items of incomplete or defective work or materials or mechanical maladjustments that are of
such a nature that they do not materially interfere with or impair Tenant's use of the Premises for the
Permitted Use.
Qj) "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.
(kk) "Tenant Improvements" means (i) the improvements and alterations set forth in Exhibit C, (ii)
window coverings, lighting fixtures, plumbing fixtures, cabinetry and other fixtures installed by either
Landlord or Tenant at any time during the Term, and (iii) any improvements and alterations of the
Premises made for Tenant by Landlord at any time during the Term.
(II) "Tenant's personal property" means Tenant's equipment, furniture, and movable property
(including cabling) placed in the Premises by Tenant.
(mm) "Tenant's trade fixtures" means any property attached to the Premises by Tenant.
18
(nn) "Termination" means the ending of the Term for any reason before expiration, as defined in
this Section.
(oo) "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. 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 in and for King
County Washington or in the United States District Court for the Western District of Washington and agree
that in any such action venue shall lie exclusively at Seattle, Washington.
(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. If
given by Landlord such notices or requests may be personally delivered, delivered by a reputable express
delivery service such as Federal Express or DHL, or sent by certified mail, return receipt requested,
postage prepaid. If given by Tenant such notices or requests shall be 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 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.
(j) 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.
43. Parking. Tenant shall have the right to use up to three unreserved parking stalls per 1,000 RSF, (the
"Allotted Parking Spaces") in the parking lot (the "Parking Lot") at no additional cost during the initial lease
term.The Tenant and Tenant's employees and invitees may utilize the Parking Lot, subject to the reasonable
rules and regulations adopted by Landlord from time to time(see Exhibit D), in common with other tenants of
and visitors to the Building on a first-come,first-served basis. In the event that Landlord believes that Tenant
is using more than its Allotted Parking Spaces, at Landlord's request, Tenant shall provide to Landlord each
month a list which includes the name of each person using the Parking Lot based on Tenant's parking
rights under this Lease and the license plate number of the vehicle being used by that person. In addition,
at Landlord's request, Tenant shall cause its employees who use the Parking Lot to post parking stickers
or other identification devices on their vehicles. If Tenant uses more than the Allotted Parking Spaces,
Landlord shall have the right to cause the vehicles of Tenant's employees to be towed until Tenant is no
longer using more than the Allotted Parking Spaces. The vehicles may be towed away by any towing
company selected by Landlord, and the cost of such towing shall be paid for by Tenant and/or the driver of
said vehicle.
19
Dated the date first above written.
Landlord: Tenant:
The City of Renton,Washington, a Attorney and Notary Supply of Washington,a
Washing municipal corporation Wa gton corporation
a. By:
By.
T'
Title: Denis Law, Mayor
Date executed: IIA.1 J-,
Date executed: 2 Z
By:
ATTEST: d'
Title:
Title: Jaso A. Seth, City Clerk
Date executed:
Date executed:
This Lease has been prepared for submission to you and your attorney. Kidder Mathews is not authorized to
give legal or tax advice. Neither Landlord nor Kidder Mathews makes any representations or
recommendations as to the legal sufficiency, legal effect or tax consequences of this document or any
transaction relating thereto. These are questions for your attorney with whom you should consult before
signing the document to determine whether your legal rights are adequately protected.
,�, [Notary attached]
101 F
* SEAI,
21
State of Washington
County of King
I certify that I know or have satisfactory evidence that Judith A. Welsh is the person who
appeared before me and that said person acknowledged that she signed this instrument and on
oath stated that she was authorized to execute the instrument and acknowledged it as the
President of Attorney &Notary Supply of Washington, Inc. to be the free and voluntary act of
such party for the uses and purposes mentioned in the instrument.
Dated June 25`h 2015.
9LOZ'6l 3Nnr
S381&d NOISS►lNWOO
N019NIHSttM, aO 31VIS
onend A8V.LON
Rebecca J. Jacob,Ntary lic SOW'f d33393a
My appointment ex es 6 -16
This Representative Acknowledgement is attached to a Lease Agreement between the City of
Renton, Washington, a Washington municipal corporation and Attorney &Notary Supply of
Washington, Inc. consisting of 21 numbered pages plus Exhibits A-D and an
Addendum/Amendment to CBA Leases document. Notarized signatures are on page 21.
Kidder Kidder Mathews ®Copyright 1999-2005
12886 Interurban Avenue South Commercial Brokers Association
M ; Seattle,WA 98168 All Rights Reserved
ws Phone: (206)248-7300 CBA Form LA
206 248-7342 Lease Addendum
Fax:
( ) Rev.5/07
Page 1 of 1
ADDENDUM/AMENDMENT TO
CBA LEASES
CBA Text Disclaimer: Text deleted by licensee indicated by strike.
IIKm321sys1USERSILEGALIRICHARD12015ICity of Renton-Attorney&Notary SupplylCity of Renton-Attorney&Notary Supply LA
The following is part of the Commercial Lease Agreement dated June 14, 2015,
Between The City of Renton, a Washington Minicipal Corporation ("Landlord")
And Attorney& Notary Supply of Washington, a Washington Corporation ("Tenant')
regarding the lease of the Property known as: 200 Mill
IT IS AGREED BETWEEN THE LANDLORD AND TENANT AS FOLLOWS:
OPTION TO RENEW; TENANT SHALL, PROVIDED THE LEASE IS IN FULL FORCE AND EFFECT AND TENANT IS NOT IN
DEFAULT UNDER ANY OF THE OTHER TERMS AND CONDITIONS OF THE LEASE AT THE TIME OF NOTIFICATION OR
COMMENCEMENT, HAVE ONE OPTION TO RENEW THIS LEASE FOR A TERM OF FIVE(5) YEARS,FOR THE PORTION OF
THE PREMISES BEING LEASED BY TENANT AS OF THE DATE THE RENEWAL TERM IS TO COMMENCE, ON THE SAME
TERMS AND CONDITIONS SET FORTH IN THE LEASE, EXCEPT AS MODIFIED BY THE TERMS, COVENANTS AND
CONDITIONS AS SET FORTH BELOW."
(a) IF TENANT ELECTS TO EXERCISE SAID OPTION, THEN TENANT SHALL PROVIDE LANDLORD WITH WRITTEN
NOTICE NO EARLIER THAN THE DATE WHICH IS NINE(9)MONTHS PRIOR TO THE EXPIRATION OF THE THEN
CURRENT TERM OF THE LEASE BUT NO LATER THAN THE DATE WHICH IS SIX(6)MONTHS PRIOR TO THE
EXPIRATION OF THE THEN CURRENT TERM OF THIS LEASE. IF TENANT FAILS TO PROVIDE SUCH NOTICE,
TENANT SHALL HAVE NO FURTHER OR ADDITIONAL RIGHT TO EXTEND OR RENEW THE TERM OF THE LEASE.
(b) THE ANNUAL RENT AND MONTHLY INSTALLMENT IN EFFECT AT THE EXPIRATION OF THE THEN CURRENT
TERM OF THE LEASE SHALL BE ADJUSTED TO REFLECT AN ANNUAL INCREASE OF$0.50 PSF PER YEAR
OVER THE RATE AT THE END OF THE INITIAL TERM.
(C) THIS OPTION IS NOT TRANSFERABLE,THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT THEY
INTEND THAT THE AFORESAID OPTION TO RENEW THIS LEASE SHALL BE"PERSONAL"TO TENANT AS SET
FORTH ABOVE AND THAT IN NO EVENT WILL ANY ASSIGNEE OR SUBLESSEE HAVE ANY RIGHTS TO EXERCISE
THE AFORESAID OPTION TO RENEW.
AGENT(COMPANY): By:
ALL OTHER TERMS AND CONDITIONS of said Agreement remain unchanged.
INITIALS:
Tenant/Lessee: Date� Landlord/Lessor Date
Tenant/Lessee: Date Landlord/Lessor Date
EXHIBIT A.
LEGAL DESCRIPTION
200 Mill Avenue Building
THAT PORTION OF HENRY H. TOBIN DONATION LAND CLAIM LYING NORTH OF
CANADIAN&PACIFIC RAILROAD RIGHT OF WAY AND EAST OF PLAT OF TOWN OF
REON; LESS A PORTION BEGINNING AT THE SOWTHWEST CORNER; THENCE
EASTERLY ALONG SOUTH LINE TO THE INTERSECTION WITH COMMERCIAL
WATERWAY #2 RIGHT OF WAY; THENCE NORTHWESTERLY ALONG SAID RIGHT
OF WAY 53.88 FEET; THENCE SOUTH 42°-04'-00" WEST 34.10 FEET; THENCE ON A
CURVE TO THE RIGHT WITH A RADIUS OF 470 FT. — 109.58 FEET ON AN ARC;
THENCE SOUTH 63044'-00" WEST 191.62 FEET; THENCE SOUTH 39.53 FEET TO
POINT OF BEGINNING.
Situated in King County, Washington
King County Tax Assessor's Account Number:0000720-0050-08
LEGAL DESCRIPTION
EXHIBIT A
15'-8" 27'-11" 11'-6"
OFFICE 15'-7" OFFICE 15'-10"
Corridor WORK 27-10"
AREA
RECEP. 11'-10" OFFICE 11'-8"
35'-10" 11'-6"
Elevators Adjacent Tenant
Kidder Mathews Office Building Floor Plan 2DFLOORPLANS.COM
1286 Interurban Avenue South 200 Mill Avenue South 0 10 2mD 206-328-7410 fax206-328-4764
Seattle, WA 98168 Renton, WA 9805711 1 1 1 1 1 1 1 1 I 1--A5-euIU--A 1700 21st Avenue South Suite 100
400
BOOR PLAM Seattle,WA 98144
Client Subject Suite Scale Measured: May 2014 Project: C14-301
EXHIBIT C
WORK LETTER
THIS WORK LETTER is made as of June 14, 2015 between The City of Renton, Washington, a
Washington municipal corporation ("Landlord"), and Attorney and Notary Supply of Washington, a
Washington corporation , ("Tenant"). V Lfoo
RECITALS: Landlord and Tenant have ered into a Lease dated of even date herewith (the
"Lease") covering certain premises (Suite,4,M) located in the 200 Mill Avenue Building in Renton,
Washington (the "Premises"). The Lease contemplates the construction by Tenant of certain improvements
to the Premises. Landlord and Tenant desire to set forth their agreement as to construction of certain
alterations, repairs and improvements to the Premises by Tenant in writing and hereby agree as follows:
1. The Work. Under the Lease, Landlord has agreed to provide Tenant with an Allowance of$7,500.00
to be used for Tenant Improvement work within the Premises. Said work shall be pre-approved by
Landlord in advance of construction. Any additional work, will be the Tenant responsibility, as pre-
approved by landlord prior to construction. Capitalized terms used in this Work Letter that are defined in
the Lease shall have the same meanings given to them in the Lease.
2. Cost of the Work. Except as provided hereinafter, Tenant shall pay all costs (the "Cost of the
Work") associated with the Work whatsoever, including without limitation, all necessary permits,
inspection fees, fees of space planners, architects, engineers, and contractors, Landlord's commercially
reasonable construction management fee, utility connections, the cost of all labor and materials, bonds,
insurance, and any structural or mechanical work, additional HVAC equipment or sprinkler heads, or
modifications to any building mechanical, electrical, plumbing or other systems and equipment or
relocation of any existing sprinkler heads, either within or outside the Premises required as a result of the
layout, design, or construction of the Work.
3. Space Plan and Working Drawings. The Exhibit to this lease shall serve as the space plan for the
Premises outlining the proposed Work in detail, which landlord and tenant hereby approve prior to
commencement of the Work.
4. Change Orders. No changes, modifications, alterations or additions to the approved Space Plan or
Working Drawings may be made without the prior written consent of the Landlord after written request
therefor by Tenant. In the event that the Premises are not constructed in accordance with said approved
Space Plan and Working Drawings, then Tenant shall not be permitted to occupy the Premises until the
Premises reasonably comply in all respects with said approved Space Plan and Working Drawings; in
such case, the Rent shall nevertheless commence to accrue and be payable as otherwise provided in the
Lease.
5. Compliance. Tenant's Work shall comply in all respects with the following: (a) the Building Code of
the City and State in which the Building is located and State, County, City or other laws, codes, ordinances
and regulations, as each may apply according to the rulings of the controlling public official, agent or other
such person, (b) applicable standards of the National Board of Fire Underwriters and National Electrical
Code, and (c) building material manufacturer's specifications.
6. Performance.
(a) Tenant's Work shall be performed in a thoroughly safe, first-class and workmanlike manner in
conformity with the approved Space Plan and Working Drawings, and shall be in good and usable
condition at the date of completion.
(b) Tenant shall be required to obtain and pay for all necessary permits and/or fees with respect
to Tenant's Work, and the same shall be shown to Landlord prior to commencement of the Work.
(c)
(d) If contemplated or permitted under the statutes of the State in which the Property is located,
within ten (10) days after completion of construction of Tenant's Work, Tenant shall execute and file a
Notice of Completion with respect thereto and furnish a copy thereof to Landlord upon recordation, failing
which, Landlord may itself execute and file the same on behalf of Tenant as Tenant's agent for such
purpose.
(e) Copies of"as built" drawings shall be provided to Landlord no later than thirty (30) days after
completion of the Work.
(f) Landlord's approval of Tenant's plans and specifications, and Landlord's recommendations or
approvals concerning contractors, subcontractors, space planners, engineers or architects, shall not be
deemed a warranty as to the quality or adequacy of the Work, or the design thereof, or of its compliance
with Laws, codes and other legal requirements.
(g) Landlord shall not be responsible for any disturbance or deficiency created in the air
conditioning or other mechanical, electrical or structural facilities within the Property or Premises as a
result of the Work. If such disturbances or deficiencies result, Tenant shall correct the same and restore
the services to Landlord's reasonable satisfaction, within a reasonable time.
WORK LETTER
EXHIBIT C
Pagel
(h) If performance of the Work shall require that additional services or facilities (including without
limitation, extra or after-hours elevator usage or cleaning services) be provided, Tenant shall pay
Landlord's reasonable charges therefor.
(i) Tenant's contractors shall comply with the rules of the Property and Landlord's requirements
respecting the hours of availability of elevators and manner of handling materials, equipment and debris.
Demolition must be performed after 6:00 p.m. Monday through Friday or on weekends. Delivery of materials,
equipment and removal of debris must be arranged to avoid any inconvenience or annoyance to other
occupants. The Work and all cleaning in the Premises must be controlled to prevent dirt, dust or other matter
from infiltrating into adjacent tenant or mechanical areas.
7. Insurance. All contractors and sub-contractors shall carry Worker's Compensation Insurance
covering all of their respective employees in the statutory amounts, Employer's Liability Insurance in the
amount of at least $500,000 per occurrence, and comprehensive general liability insurance of at least
$3,000,000 combined single limit for bodily injury, death, or property damage: and the policies therefor
shall cover Landlord and Tenant, as additional insureds, as well as the contractor or subcontractor. All
insurance carriers hereunder shall be rated at least A and X in Best's Insurance Guide. Certificates for all
such insurance shall be delivered to Landlord before the construction is commenced or contractor's
equipment is moved onto the Property. All policies of insurance must require that the carrier give Landlord
twenty (20) days' advance written notice of any cancellation or reduction in the amounts of insurance. In
the event that during the course of Tenant's Work any damage shall occur to the construction and
improvements being made by Tenant, then Tenant shall repair the same at Tenant's cost.
8. Asbestos. If the Property was constructed at a time when asbestos was commonly used in
construction, Tenant acknowledges that asbestos-containing materials ("ACM") may be present at the
Property, and that airborne asbestos fibers may involve a potential health hazard unless proper
procedures are followed. In such case, before commencing the Work, Tenant's contractor shall consult
with Landlord and Landlord's asbestos consultant concerning appropriate procedures to be followed.
Landlord shall, at Landlord's expense, undertake any necessary initial asbestos-related work, before
Tenant commences the Work. During performance of the Work, Tenant shall require that its contractor
comply with all laws, rules, regulations and other governmental requirements, as well as all directives of
Landlord's asbestos consultant, respecting ACM. Tenant hereby irrevocably appoints Landlord and
Landlord's asbestos consultant as Tenant's attorney-in-fact for purposes of supervising and directing any
asbestos-related aspects of the Work.
9. 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. 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 equal to one and one-half times the amount of the claim of lien
or furnishes other security for payment of such lien satisfactory to Landlord. 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 Property, 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 of the Lease, 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. Nothing contained herein
shall authorize Tenant to do any act which shall subject Landlord's title to the Property or Premises to any
liens or encumbrances whether claimed by operation of law or express or implied contract. Any claim to a
lien or encumbrance upon the Property or Premises arising in connection with the Work shall be null and
void, or, at Landlord's option, shall attach only against Tenant's interest in the Premises and shall in all
respects be subordinate to Landlord's title to the Property and Premises.
10. Indemnity. Tenant shall indemnify, defend and hold harmless Landlord (and Landlord's principals,
partners, agents, trustees, beneficiaries. officers, employees and affiliates) from and against any claims,
demands, losses, damages, injuries, liabilities, expenses, judgments, liens, encumbrances, orders, and
awards, together with attorneys' fees and litigation expenses arising out of or in connection with the Work,
or Tenant's failure to comply with the provisions hereof, or any failure by Tenant's contractors,
subcontractors or their employees to comply with the provisions hereof, except to the extent caused by
Landlord's intentional or negligent acts.
11. Taxes. Tenant shall pay prior to delinquency all taxes, charges or other governmental impositions
(including without limitation, any real estate taxes or assessments, sales tax or value added tax)assessed
against or levied upon Tenant's fixtures, furnishings, equipment and personal property located in the
Premises and the Work to the Premises under this Work Letter. Whenever possible, Tenant shall cause
all such items to be assessed and billed separately from the property of Landlord. In the event any such
items shall be assessed and billed with the property of Landlord, Tenant shall pay its share of such taxes,
charges or other governmental impositions to Landlord within thirty (30) days after Landlord delivers a
statement and a copy of the assessment or other documentation showing the amount of such impositions
applicable to Tenant.
WORK LETTER
EXHIBIT C
Page 2
12. INCORPORATED INTO LEASE; DEFAULT. THE PARTIES AGREE THAT THE PROVISIONS OF
THIS Work Letter ARE HEREBY INCORPORATED BY THIS REFERENCE INTO THE LEASE FULLY AS
THOUGH SET FORTH THEREIN. In the event of any express inconsistencies between the Lease and
this Work Letter, the latter shall govern and control. If Tenant shall default under this Work Letter,
Landlord may order that all Work being performed in the Premises be stopped immediately, and that no
further deliveries to the Premises be made, until such default is cured, without limitation as to Landlord's
other remedies. If Tenant shall default under the Lease or this Work Letter and fail to cure the same within
the time permitted for cure under the Lease, at Landlord's option, all amounts paid or incurred by Landlord
towards the Improvement Allowance shall become immediately due and payable as Additional Rent under
the Lease. Any amounts payable by Tenant to Landlord hereunder shall be paid as Additional Rent under
the Lease. Any default by the other party hereunder shall constitute a default under the Lease and shall be
subject to the remedies and other provisions applicable thereto under the Lease.
DATED the date first above written.
Landlord: Tenant:
The City of Renton,Washington, a Attar y and Notary Supply of Washington,a
Washington municipal corporation B ashi t n corporation
By: /� J
P i e �Gj/l�� lT �tl
Title
By
Print Name
Title
WORK LETTER
EXHIBIT C
Page 3
EXHIBIT D
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.
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.
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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 the 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 may be 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.
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 any 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 anything
outside their regular duties unless under special instructions from Landlord, and no employee of Landlord will
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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.
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