HomeMy WebLinkAboutL_Lease Agreement_191126_v1.pdfLEASE AGREEMENT
THIS LEASE AGREEMENT (this "Lease') dated for references purposes only is made between PS Business
Parks, L.P., a California limited partnership "Landlord"), and North America Car Service, LLC, a Washington
Limited Liability Company ("Tenant"), as of kZ , 2CO(the "date of this Lease").
BASIC LYASE INFORMATION
PREMISES: Approximately 768 rentable square feet commonly known as Suite A200, 879 Rainier Avenue North, Renton,
WA 98057, as depicted on Exhibit A-1.
BUILDING & PROJECT: Approximately 14,400 rentable square feel located at 879 Rainier Avenue North, Renton, WA,
98057 and commonly referred to as Building A, as depicted on Exhibit A-2. The Building is a
part of the Project commonly referred to as PS Business Parks - Renton, as depicted and
more particularly described on Exhibit A-2, and the real property upon which the Project is
located is legally described on Exhibit A-3 attached hereto.
PERMITTED USE: General office use of administrative purpose for the transportation business.
TERM: Subject to Section 1.02, the Term shall commence on 03/1512019 (the "Commencement Date") and, unless
terminated early in accordance with this Lease, end on 03/3112021 (the "Termination Date")_
BASE RENT:
Period of Term Monthly
Base Rent
03/1512019 - 02/29/2020 $883.20
03/0112020 - 03131/2021 $918.40
ESTIMATED INITIAL MONTHLY OPERATING EXPENSES: $476.16 per month, subject to Exhibit D.
SECURITY DEPOSIT: $1,395,00
TENANT'S PROPORTIONATE SHARE OF BUILDING: 5.33% OF PROJECT: 2.75%
PARKING DENSITY: Tenant shall be granted unreserved parking of 10 stalls, free of charge for the initial lease term.
TENANT'S SIC CODE:
ADDRESSES FOR To. Tenant To: Landlord
NOTICES: Premise Address Unless Otherwise PS Business Parks, Inc.
Noted Below: 2525152nd Avenue NE
Redmond WA 98052
Attn:
TENANT'S BILLING ADDRESS [If different from Notice Address]: 2716 S Quinn Ave. Gilbert, AZ 85295
LANDLORD'S REMITTANCE ADDRESS: PS Business Parks, LP, Dept. #33662, PO Box 39000, San Francisco, Cil
94139
GUARANTOR: North America Car Service, Corporation, an Arizona Corporation
This Lease consists of the foregoing Basic Lease Information, the following Lease provisions consisting of
Sections 1 through 28 and Exhibits A-1, A-2, A-3, B, C. and D, all of which are incorporated herein by this reference.
Defined terms used in this Lease and included in the Basic Lease Information shall have the meanings given them in the
Basic Lease Information.
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Lease of Premises; Compliance with Laws; Surrender,
1.01 Landlord leases to Tenant, and Tenant leases from Landlord, the Premises, upon the terms of this Lease
The Premises are leased "AS IS' except only for the improvements, if any, which are to be constructed by Landlord
pursuant to Exhibit B. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any
representation or warranty regarding the Premises. By taking possession of the Premises, Tenant agrees that the
Premises are in good order and satisfactory condition. The square footages set forth in this Lease are approximate and
agreed. For purposes of this Lease, the term "Property' means the Building (as defined above in the Basic Lease
Information), the Project (as defined above in the Basic Lease Information), and the parcel(s) of land on which they are
located and, at Landlord's discretion, the parking facilities and other improvements, if any, serving the Building, Project
and/or the parcel(s) of land on which they are located. If the Project Is part of a larger complex of structures, the term
'Property' may include the entire complex, where appropriate in Landlord's reasonable discretion.
1.02 if for any reason Landlord cannot deliver possession of the Premises on the Commencement Date,
Landlord will not be subject to any liability nor will the validity of this Lease be affected in any manner. Rather, the actual
Commencement Date shall be delayed until delivery of possession In which event the Termination Date shall be extended
to include the same number of full calendar months as set forth in the Basic Lease Information (plus any partial first
month); provided, in the event delivery of possession is delayed by any act, omission or request of Tenant or any Tenant
Entity, then the Premises shall be deemed to have been delivered (and the actual Commencement Date shall occur) on
the earner of the actual date of delivery or the date delivery would have occurred absent the number of days of such delay
attributable to Tenant and the Term (as defined above in the Basic Lease Information) shall then be for such number of
full calendar months (plus any partial first month). Upon request made by Landlord following the Commencement Date,
Tenant shall execute and deliver a commencement letter setting forth the actual Commencement Date, the date upon
which the Term shall expire, and such other matters regarding the commencement of this Lease as Landlord shall
request Tenant's failure to execute and return the commencement letter, or to provide written objection to the statements
contained in the commencement letter, within 10 days after the date of the commencement letter shall be deemed an
approval by Tenant of the statements contained therein.
The Term of this Lease shall be automatically extended for one additional term of 2 years (the "Renewal
Term"), for the portion of the Premises being leased by Tenant as of the date the Renewal Tenn is to commence,
unless either Landlord or Tenant delivers written notice to the other of its intention not to renew this Lease no
earlier than the date which is 270 days prior to the expiration of the initial Term, but no later than the date which
is 180 days prior to the expiration of the Initial Term ("Non -Renewal Notice"). If neither Landlord nor Tenant
delivers a Non -Renewal Notice on a timely basis, and provided that Tenant Is not In Default at the time of
commencement of the Renewal Term (provided that Landlord, in its sole discretion, may waive such Default
solely for the purpose of effectuating the automatic extension of the Tenn and not with respect to Landlord's
remedies with respect to any such Default), then upon the expiration of the initial Term, this Lease shall continue
In full force and effect during the Renewal Term on the same terns and conditions set forth in this Lease, except
that the Base Rent during the Renewal Term shall be as follows;
Period of Term
Monthly
Base Rent
04/0112021 - 03/3112022
$1,010.00
04/01/20 - 3131!2023
1 QS0.40
Land/ rd Initial Ter Initial
1.03 If Landlord elects to permit Tenant to enter upon the Premises prior to the Commencement Date for the
sole purpose of installing furniture, equipment or other personal property or any other purpose permitted by Landlord other
than for the conduct of its business, such early entry shall be at Tenant's sole risk and shall be subject to all the terms and
provisions of this Lease, except that Tenant shall not be required to pay Base Rent or Tenant's Proportionate Share of
Operating Expenses for any days of possession before the Commencement Date during which Tenant, with the approval
of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture,
equipment or other personal property. If Tenant takes possession of the Premises before the Commencement Date for
any other purpose, such possession shall be subject to the terms and conditions of this Lease, including without limitation,
Tenant's obligation to pay rent hereunder, and the date Tenant takes possession of the Premises shall be deemed to be
the Commencement Date.
1.04 Tenant, at its sole expense, agrees to comply with all federal, state and local laws, codes, ordinances,
statutes, rules, regulations and other legal requirements (including covenants and restrictions) applicable to the Premises
(collectively, "Laws"). Tenant agrees to cause the Premises to comply with all Laws, including by making any changes to
the Premises necessitated by any Tenant activity, including but not limited to changes required by (a) any Tenant
Improvements or Tenant Alterations (as defined below), or (b) any use of the Premises or Property by Tenant or any
Tenant Entity. If any activity of Tenant or any Tenant Entity necessitates changes to the Project other than the Premises,
then Landlord shall elect that Landlord accomplish the same at Tenant's expense or that Tenant accomplish the same at
its own expense. In the event that as a result of Tenant's use, or intended use, of the Premises, the Americans with
Disabilities Act or any other Law requires modifications or the construction or installation of improvements in or to the
Premises, Building, Project and/or common areas of the Property (as the same are identified from time to time by
Landlord for common use) (the "Common Areas"), the parties agree that such modifications, construction or
improvements shall be made at Tenant's expense. Landlord or such other person(s) as Landlord may appoint shall have
the exclusive control and management of the Common Areas. Landlord shall have the right, in Landlord's sole discretion,
from time to time, (i) to make changes to the Common Areas, including, without limitation, changes in the location, size,
shape and number of the lobbies, windows, stairways, air shafts, elevators, escalators, restrooms, driveways, entrances,
parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas,
walkways and utility raceways, (ii) to close temporarily any of the Common Areas for maintenance purposes so long as
reasonable access to the Premises remains available, (iii) to designate other land outside the boundaries of the Property
to be a part of the Common Area, (iv) to add additional buildings and improvements to the Common Areas, and (v) and to
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determination of the final rent due from Tenant; or (b) the later to occur of the Termination Date or the dale Tenant
surrenders the Premises to Landlord in compliance with this Lease. Landlord may assign the Security Deposit to a
successor or transferee and, following the assignment, Landlord shall have no further liability for the return of the Security
Deposit.
6. Use of Premises.
6.01 The Premises will be used and occupied only for the Permitted Use. Tenant will, at its sole expense,
comply with all conditions and covenants of this Lease, and all Laws. Tenant will not use or permit the use of the
Premises, the Property or any part thereof, in a manner that is unlawful or in violation of any Law, conflicts with or is
prohibited by the terms and conditions of this Lease or the Rules and Regulations (as defined in Section 27.08 below),
diminishes the appearance or aesthetic quality of any part of the Property, creates waste or a nuisance, or causes
damage to the Property, Tenant shall not permit any objectionable or unpleasant odors, smoke, dust, gas, noise or
vibrations to emanate from the Premises nor take or permit any other action in the Premises that would endanger, annoy,
or interfere with the operations of. Landlord or any other tenant of the Property. Tenant shall obtain, at its sole expense,
any permit or other governmental authorization required for Tenant to legally operate its business from the Premises. Any
animals, excepting guide dogs, on or about the Property or any part thereof are expressly prohibited.
6,02 In the event of any excessive trash in or outside the Premises, as determined by Landlord in its sole
discretion, Landlord will have the right to remove such excess trash, charge all costs and expenses attributable to its
removal to Tenant and impose fines in the event Tenant fails to remedy the situation. Tenant will not cause, maintain or
permit any outside storage on or about the Property. In the event of any unauthorized outside storage by Tenant or any
Tenant Entity, Landlord will have the right, without notice, in addition to such other rights and remedies it may have, to
remove any such storage at Tenant's expense.
7. Parking. All parking will comply with the terms and conditions of this Lease and applicable Rules and
Regulations (as defined in Exhibit C hereto). Tenant will have a non-exclusive privilege on a "first-come, first-served"
basis to use Tenant's Proportionate Share of those parking spaces designated by Landlord for public parking. The
parking privileges granted to Tenant are personal to Tenant; Tenant shall not assign or sublet parking privileges_
8. Utilities and Services.
8.01 Tenant agrees to make all arrangements for, and to pay directly all costs of, utility services supplied to
the Premises, including but not limited to, water, gas, heat, light, power, telephone, and sewer. In the event it is not
possible for Tenant to obtain separate utility and/or other services, or if Landlord, in its sole discretion, elects to provide
any such utility and/or other services to Tenant, such utility and/or other services may, at Landlord's discretion, be
obtained in Landlord's name, and Tenant will pay Landlord, as Additional Rent, the cost of any utility services provided by
Landlord either: (a) through inclusion in Operating Expenses (except for excess usage, which will be paid as a separate
charge by Tenant to Landlord); (b) by a separate charge payable by Tenant to Landlord; or (c) by a separate charge billed
by the applicable utility company and payable directly by Tenant. Landlord reserves the right to separately meter any
such service at Tenant's expense at any time during the Term.
8.02 Landlord will not be liable or deemed in default, nor will there be any abatement of rent, breach of any
covenant of quiet enjoyment, partial or constructive eviction or right to terminate this Lease, for (a) any interruption or
reduction of utilities, utility services or telecommunication services, (b) any telecommunications or other company
(whether selected by Landlord or Tenant) failing to provide such utilities or services or providing the same defectively,
and/or (c) any utility interruption in the nature of blackouts, brownouts, rolling interruptions, hurricanes, tropical storms or
other natural disasters. Tenant agrees to comply with any energy conservation programs required by Law or
implemented by Landlord. Landlord reserves the right, in its sole discretion, to designate, at any time, the utility and
service providers for Tenant's use within the Property; no such designation shall impose liability upon Landlord. Tenant
has satisfied itself as to the adequacy of any Landlord owned utility equipment and the quantity of telephone lines and
other service connections to the "Building's Point of Demarcation" available for Tenant's use.
8.03 In the event that Landlord elects, in its sole discretion, to maintain a preventive maintenance/service
contract with respect to any heating and air conditioning systems and equipment serving the Premises, and Tenant shall
pay to Landlord as Additional Rent, the cost of such contract and any service either as a separate charge payable by
Tenant to Landlord or through inclusion in Operating Expenses. Notwithstanding the foregoing, at Landlord's request at
any time during the Term, Tenant shall, at its own cost and expense, enter into a regularly scheduled preventive
maintenance/service contract with a maintenance contractor approved by Landlord for servicing all heating and air
conditioning systems and equipment serving the Premises (and a copy thereof shall be furnished to Landlord). The
service contract must include all services suggested by the equipment manufacturer in the operation/maintenance manual
and must become effective within 30 days of the date Landlord requires Tenant to obtain and maintain such service
contract. Should Tenant fail to do so, Landlord may, upon notice to Tenant, enter into such service contract on behalf of
Tenant or perform the work and in either case, charge Tenant the cost thereof along with a reasonable amount for
Landlord's overhead,
9_ Tenant Improvements; Tenant Alterations; Mechanic's Liens.
9.01 Any improvements to be constructed in the Premises by Tenant prior to Tenant initially commencing
use of the Premises are referred to throughout this Lease as "Tenant Improvements." All Tenant Improvements will be
performed in accordance with the terms and conditions outlined in Exhibit B and also in accordance with the provisions
set forth in this Lease, including this Article 9 regarding Tenant Alterations.
9.02 The following provisions apply to "Tenant Alterations" which means and includes (a) any alterations,
additions or improvements to the Premises undertaken by or on behalf of Tenant, (b) any utility installations at the
Premises undertaken by Tenant, and (c) any repair, restoration, replacement, or maintenance work at the Premises
undertaken by or on behalf of Tenant. Tenant shall not commence any Tenant Alteration without first obtaining the prior
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3
written consent of Landlord in each instance. Tenant shall submit such information regarding the intended Tenant
Alteration as Landlord may reasonably require, and no request for consent shall be deemed complete until such
information is so delivered. The following provisions apply to all Tenant Alterations: (i) Tenant shall hire a licensed
general contractor approved by Landlord who, in turn, shall hire only licensed subcontractors; (ii) Tenant shall obtain all
required permits and deliver a copy of the same to Landlord. Tenant shall install all Tenant Alterations in strict compliance
with all Laws, permits, any plans approved by Landlord, and all conditions to Landlord's approval: (iii) Unless Landlord
elects otherwise, Tenant shall remove each Tenant Alteration at the end of this Lease or Tenant's right of possession and
restore the Premises to its prior condition, all at Tenant's sole expense; and (iv) Tenant shall deliver to Landlord, within
len (10) days following installation of each Tenant Alteration, (A) accurate, reproducible as -built plans, (B) proof of final
inspection and approval by all governmental authorities, (C) complete lien waivers acceptable to Landlord for all costs of
the Tenant Alteration, and (D) a copy of a recorded notice of completion. Landlord's approval of any Tenant
Improvements and Tenant Alterations andlor Landlord's approval or designation of any general contractor, subcontractor,
supplier or other project participant will not create any liability whatsoever on the part of Landlord. Tenant shall pay to
Landlord a fee equal to 15% of total costs to compensate Landlord for review of plans, inspection of work, and other
activities regarding any Tenant Alterations.
9.03 Tenant shall pay all costs of Tenant Alterations as and when due. Tenant shall not allow any lien to be
filed. Tenant shall obtain advance lien waivers and third -party beneficiary agreements from all contractors,
subcontractors, suppliers, and others providing equipment, labor, materials, or services, in the form required by Landlord.
If any lien is filed, Tenant shall within 5 days remove such lien. in addition, if any such lien is filed, then, without waiver of
any other right or remedy, Landlord shall have the right to cause such lien to be removed by any means allowed by Law.
All sums expended by Landlord in connection with such lien and/or its removal, including attorney fees, shall be
immediately due from Tenant to Landlord, together with interest at the rate of 12% or the highest per annum rate of
interest permitted from time to time under applicable Law (whichever is less).
904 All Tenant Improvements and Tenant Alterations are part of the realty and belong to Landlord. Tenant
shall be solely responsible for all taxes applicable to any Tenant Alterations, to insure all Tenant Alterations and to restore
the same following any casualty As a condition of Landlord consenting to any Tenant Improvements or Tenant
Alterations, Landlord reserves the right to require Tenant to pay an amount determined by Landlord to remove all of any
Tenant Improvements or Tenant Alterations and restore the Premises to their condition before any such work commenced
(normal wear and tear excepted). At any time prior to the expiration or earlier termination of this Lease, Landlord may
require, upon 10 days' prior written notice to Tenant, that Tenant remove all, or any part of the Tenant Improvements
and/or Tenant Alterations at its sole cost and expense and repair any damage caused by such removal. If Tenant fails to
perform its obligations in a timely manner, Landlord may perform such work at Tenant's expense. The provisions of this
Article 9 shall survive the expiration or any earlier termination of this Lease.
10. Repairs.
10.01 Subject to Section 10.02 below, Tenant shall, at all times and at its sole cost and expense, keep all
parts of the Premises (including without limitation the Tenant Improvements and Tenant Alterations, windows, glass and
plate glass, doors (including, without limitation, overhead and roll up doors), exterior stairs, skylights, any special office
entries, interior walls and finish work, floors and floor coverings), interior and exterior, and all equipment and facilities
within or serving the Premises, in good order, condition and repair regardless of whether the portion of the Premises
requiring repairs, or the means of repairing same, are reasonably or readily accessible, and regardless of whether the
need for such repairs or maintenance occurs as a result of Tenant's use, any prior use, vandalism, acts of third parties,
Force Majeure (as defined in Article 26 below) or the age of the Premises, reasonable wear and tear excepted. The
standard for comparison of condition will be the condition of the Premises as of the original date of Landlord's delivery of
the Premises and failure to meet such standard shall create the need to repair. If Tenant does not perform required
maintenance or repairs, Landlord shall have the right, without waiver of Default or of any other right or remedy, to perform
such obligations of Tenant on Tenant's behalf, and Tenant will reimburse Landlord for any costs incurred, together with an
administrative fee in an amount equal to 10% of the cost of the repairs, immediately upon demand.
10.02 In the event the Premises constitute a portion of a multiple occupancy Building or otherwise at
Landlord's election, Landlord shall perform the repair and maintenance of the roof, exterior walls, exterior areas and
common sewage line plumbing which are otherwise Tenant's obligation under Section 10.01 above, and any other
maintenance and repair of exterior, structural, and/or common elements which Landlord shall elect, and Tenant shall, in
lieu of the obligations set forth under Section 10.01 above with respect to such items, be liable for its Proportionate Share
of the expenses so incurred by Landlord; provided, Tenant shall reimburse Landlord for 100% of any such expense
incurred by Landlord due to the act or omission of Tenant or any Tenant Entity. Tenant expressly waives the benefit of
any statute or other legal right now or hereafter in effect which would otherwise afford Tenant the right to make repairs at
Landlord's expense, whether by deduction of rent or otherwise, or to terminate this Lease because of Landlord's failure to
keep the Property, or any part thereof in good order, condition and repair.
11_ Insurance.
11.01 Tenant will not do or permit anything to be done within or about the Premises or the Property which will
increase the existing rate of any insurance on any portion of the Property or cause the cancellation of any insurance policy
covering any portion of the Property (including, without limitation, any liability coverage). Tenant will, at its sole cost and
expense, comply with any requirements of any insurer of Landlord. Tenant agrees to maintain policies of insurance
described in this Article. Landlord reserves the right, from time to time, to require additional coverage (including, flood
insurance, if the Premises is located in a flood hazard zone), and/or to require higher amounts of coverage.
11.02 Tenant shall maintain the following insurance ("Tenant's Insurance"):
(a) Commercial General Liability Insurance applicable to the Premises and its appurtenances providing,
on an occurrence basis, a minimum of $1,000,000.00, and not less than $1,000,000.00 in the annual
aggregate, covering third -party bodily injury, property damage, personal injury and advertising injury,
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11.10 Whenever Tenant shall undertake any alterations, additions or improvements In, to or about the
Premises, including, without limitation, any Tenant Improvements and/or Tenant ARerations ("Work') the aforesaid
insurance protection must extend to and include injuries to persons and damage to property arising in connection with
such Work, without limitation including liabliq under any applicable structural work act, and such other insurance as
Landlord shall require;, and the policies of or certificates evidencing such Insurance must be delivered to Landlord prior to
the commencement of any such Work-
11.11
ork11.11 So long as the coverage afforded Landlord, the other additional insureds and any designees of Landlord
shall not be reduced or otherwise adversely affected, all or part of Tenant's insurance may be carried under a blanket
policy covering the Premises and any other of Tenant's locations, or by means of a so called "Umbrella" policy and/ or by
an Excess Liability policy so long as the total required coverage amounts are met by Tenant's cumulative insurance
coverage, be it by Tenants Insurance policy, Excess Liability coverage and/or a combination thereof.
12. Waiver of Claims; Indemnification.
12.01 To the maximum extent allowed by Law, Tenant waives all claims against Landlord and the Landlord
Related Parties for any damage to any property in or about the Property, for any loss of business or Income, and for injury
to or death of any persons, regardless of the cause of any such loss or event (including negligence) or time of occurrence.
To the maximum extent allowed by Law, Tenant will defend with counsel of Landlord's choice, indemnify, protect, and
hold harmless landlord and the Landlord Related Parties from and against all claims, losses, damages, causes of action,
costs, expenses and liabilities, including legal fees, arising out of Tenants occupancy of the Premises or presence on the
Property, the conduct of Tenants business, any default by Tenant, andlor any act, omission or neglect (including
violations of Law) of Tenant or its agents, contractors, employees, suppliers, licensees or Invitees, successors or assigns
(each a "Tenant Entity' and collectively, the "Tenant Entities"). The provisions of this Article 12 shall survive the
expiration or earlier termination of this Lease.
12.02 Construction Related Indemnities. Notwithstanding any other provisions of this Lease to the contrary, in
compliance with RCW 4.24.115 as in effect on the date of this Lease, all provisions of this Lease pursuant to which a
party (the "Indemnitor) agrees to indemnify the other (the "Indemnitee') against liability for damages arising out of bodily
injury to persons or damage to property relative to the construction, alteration, repair, addition to, subtraction from,
improvement to, or maintenance of, any building, road, or other structure, project, development, or improvement attached
to real estate, including the Premises, (i) shall not apply to damages caused by or resulting from the sole negligence of
the Indemnitee, its agents or employees, and (ii) to the extent caused by or resulting from the concurrent negligence of
(a) the Indemnitee or the Indemnitee's agents or employees, and (b) the Indemnitor or the Indemnitors agents or
employees, shall apply only to the extent of the Indemnitors negligence; PROVIDED, HOWEVER, the limitations on
indemnity set forth in this section shall automatically and without further act be deemed amended so as to remove any of
the restrictions contained in this section no longer required by then applicable law.
12.03 To the extent necessary to fully indemnify Landlord and the Landlord Related Parties from claims
made by Tenant or its employees, the indemnity set forth in this Article 12 constitutes a waiver of Tenant's
Immunity under the Washington Industrial Insurance Act, RCW Title 51 and any successor statute.
Tenant's Initials:
13. Hazardous Materials.
13.01 "Hazardous Materials" will mean any substance commonly referred to, or defined in any Law, as a
hazardous material or hazardous substance (or other similar term), including but not be limited to, chemicals, solvents,
petroleum products, flammable materials, explosives, asbestos, urea formaldehyde, PCB's, chlorofluorocarbons, freon or
radioactive materials. Tenant will not cause or permit any Hazardous Materials to be brought upon, kept, stored,
discharged, released or used in, under or about any portion of the Property by Tenant, or its agents without the prior
written consent of Landlord, which consent may be withheld or conditioned in Landlord's sole discretion; provided, Tenant
may bring into the Premises small amounts of Hazardous Materials (such as cleaning products and copy toner) which are
readily available to Tenant by unregulated retail purchase if the same are necessary in Tenant's normal business
operations. If Tenant or any Tenant Entity brings any Hazardous Materials to the Premises or Property, with or without
the prior written consent of Landlord (without waiver of the requirement of prior written consent), and in executing this
Lease Tenant acknowledges and agrees that by its direct or indirect involvement in the introduction of any Hazardous
Materials to the Premises or Property, with or without the consent of the Landlord, that Tenant accepts full and complete
responsibility for such Hazardous Materials and henceforth on will -be considered the Responsible Party as defined by any
applicable governmental authority and/or Law. Further, Tenant shall: (a) use such Hazardous Material only as is
reasonably necessary to Tenants business, in small, properly labeled quantities; (b) handle, use, keep, store, and
dispose of such Hazardous Material using the highest accepted industry standards and in compliance with all applicable
Laws; (c) maintain at all times with Landlord a copy of the most current MSDS sheet for each such Hazardous Material;
and (d) comply with such other rules and requirements Landlord may from time to time impose, or with any definition of
Hazardous Waste or Law as it may be implemented or modified during or after the term of this Lease. Upon expiration or
earlier termination of this Lease, Tenant will, at Tenant's sole cost and expense, cause all Hazardous Materials brought to
the Premises or the Property by Tenant or any Tenant Entity, to be removed from the Property in compliance with any and
all applicable Laws.
13.02 If Tenant or any Tenant Entity violates the provisions of this Article 13, or perform any act or omission
which contaminates or expands the scope of contamination of the Premises, the Property, or any part thereof, the
underlying groundwater, or any property adjacent to the Property, or violates or allegedly violates any applicable Law,
then Tenant will promptly, at Tenant's expense, take all investigatory and/or remedial action (collectively called
"Remediation"), as directed or required by any governmental authority that is necessary to fully clean up, remove and
dispose of such Hazardous Materials and any contamination so caused and shall do so In compliance with any applicable
Laws. Tenant will also repair any damage to the Premises and any other affected portion(s) of the Property caused by
such contamination and Remediation.
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13.03 Tenant shall immediately provide to Landlord written notice of any investigation or claim arising out of the
use by Tenant or any Tenant Entity of Hazardous Materials at the Property or the violation of any provision of this Article
13, or alleged violation of any Law and shall keep Landlord fully advised regarding the same. Tenant shall provide to
Landlord all reports regarding the use of Hazardous Materials by Tenant or any Tenant Entity at the Property and any
incidents regarding the same, regardless of whether any such documentation is considered by Tenant to be confidential.
Landlord retains the right to participate in any Remediation and/or legal actions affecting the Property involving Hazardous
Materials arising from Tenant's actual or alleged violation of any provision of this Article 13 or Law.
13.04 Tenant will indemnify, protect, defend and forever hold Landlord, its lenders and ground lessor if any, the
Landlord Related Parties, the Premises, the Property, or any portion thereof, harmless from any and all damages, causes
of action, fines, losses, liabilities, judgments, penalties, claims, and other costs, including, but not limited to, any Landlord
Related Parties' costs incurred during its participation in any Remediation and/or legal actions as specified in 13.03,
arising out of any failure of Tenant or Tenant Entity to observe any covenants of this Article 13. All provisions of this
Article 13 shall survive the expiration of this Lease and any termination of this Lease or of Tenant's right of possession.
14. Landlord's Access. Landlord, its agents, contractors, consultants and employees, will have the right to enter the
Premises at any time in the case of an emergency, and otherwise at reasonable times to examine the Premises, perform
work in the Premises, inspect any Tenant Alterations and/or any Tenant Improvements, show the Premises, exercise any
right or remedy, or for any other purpose. If reasonably necessary, Landlord may temporarily close all or a portion of the
Premises to perform repairs, alterations and additions and Tenant shall not have any right to terminate this Lease or abate
rent or assert a claim of partial or constructive eviction because of any such closure. For each of these purposes,
Landlord will at all times have and retain any necessary keys. Tenant will not alter any lock or install new or additional
locks or bolts on any door in or about the Premises without obtaining Landlord's prior written approval and will, in each
event, furnish Landlord with a new key. Access by Landlord will not give Tenant the right to terminate this Lease, and will
be without abatement of rent or liability on the part of Landlord or any Landlord Related Parties.
15. Damage or Destruction.
15.01 If the Premises is damaged or destroyed by fire or other casualty, Tenant will immediately give written
notice to Landlord of the casualty. Landlord will have the right to terminale this Lease following a casualty if any of the
following occur: (a) insurance proceeds actually paid to Landlord and available for use are not sufficient to pay the full
cost to fully repair the damage; (b) Landlord determines that the Premises or the Building cannot be fully repaired within
180 days from the date restoration commences; (c) the Premises are damaged or destroyed within the last 12 months of
the Term; (d) Tenant is in default of this Lease at the time of the casualty; (e) Landlord would be required under this Lease
to abate or reduce Tenant's rent for a period in excess of 6 months if the repairs were undertaken; or (f) the Property, or
the Building in which the Premises is located, is damaged such that the cost of repair of the same would exceed 10% of
the replacement cost of the same. If Landlord elects to terminate this Lease, Landlord will be entitled to retain all
applicable Tenant insurance proceeds and Tenant shall assign or endorse over to Landlord (or to any party designated by
Landlord) all property insurance proceeds payable to Tenant under Tenant's insurance, excepting those attributable to
Tenant's furniture, fixtures, equipment, and any other personal property.
15.02 If this Lease is not terminated pursuant to Section 15.01, Landlord will repair the Premises and this Lease
shall continue. The repair obligation of Landlord shall be limited to repair of the Premises excluding any Tenant
Improvements, Tenant Alterations, and any personal property and trade fixtures of Tenant. During the period of repair,
rent will be abated or reduced in proportion to the degree to which Tenant's use of the Premises is impaired, as
determined by Landlord, not to exceed the total amount of rent loss insurance proceeds, directly attributable to Tenant's
Premises, Landlord has received. However, rent will not be abated if Tenant or any of its agents is the cause of the
casualty.
16. Assignment and Subletting.
16.01 Tenant will not, voluntarily or by operation of law, assign, sell, convey, sublet or otherwise transfer all or
any part of Tenant's right or interest in this Lease, or allow any other person or entity to occupy or use all or any part of
the Premises (collectively called "Transfer") without first obtaining the written consent of Landlord, which consent shall not
be unreasonably withheld. Any Transfer without the prior written consent of Landlord shall be void, Without limiting the
generality of the definition of "Transfer," it is agreed that each of the following shall be deemed a "Transfer" for purposes
of this Article 16: (a) an entity other than Tenant becoming the tenant hereunder by merger, consolidation, or other
reorganization; and (b) a transfer of any ownership interest in Tenant (unless Tenant is an entity whose stock is publicly
traded). Tenant shall provide to Landlord all information requested by Landlord concerning a Transfer. In no event shall
Tenant mortgage, encumber, pledge or assign for security purposes all or any part of its interest in this Lease.
Regardless of whether consent by Landlord is granted in connection with any Transfer, no Transfer shall release Tenant
from any obligation or liability hereunder; Tenant shall remain primarily liable to pay all rent and other sums due hereunder
to Landlord and to perform all other obligations hereunder. Similarly, no Transfer, with or without the consent of Landlord,
shall release any guarantor from its obligations under its guaranty. Upon any assignment or sublease, any rights, options
or opportunities granted to Tenant hereunder to extend or renew the Term, to shorten the Term, or to lease additional
space shall be null and void.
16.02 In the event Landlord consents to a Transfer, the Transfer will not be effective until Landlord receives a
fully executed agreement regarding the Transfer, in a form and of substance acceptable to Landlord, any documents or
information required by such agreement (including any estoppel certificate and any subordination agreement required by
any lender of Landlord), an amount equal to all attorneys' fees incurred by Landlord (regardless of whether such consent
is granted and regardless of whether the Transfer is consummated) and other expenses of Landlord incurred in
connection with the Transfer, and a Transfer fee in an amount determined by Landlord (a minimum fee of $250 00).
16.03 Any consideration paid to Tenant for assignment of this Lease, less any reasonable brokerage
commission paid by Tenant with respect to such assignment, shall be immediately paid to Landlord. In the event of a
sublease of all or a portion of the Premises, all rents payable by the subtenant in excess of rents payable hereunder
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(allocated on a per square foot basis in the event of a partial sublease) shall be immediately due and payable to Landlord;
provided, excess rental shall be calculated taking into account straight-line amortization, without interest, of any
reasonable brokerage commission paid by Tenant in connection with the subject sublease transaction.
16.04 Landlord may, within 30 days after submission of Tenant's written request for Landlord's consent to a
Transfer, terminate this Lease (or, as to a partial subletting, terminate this Lease as to the portion of the Premises
proposed to be sublet) as of the date the proposed Transfer was to be effective. If Landlord terminates this Lease as to
only a portion of the Premises, then (a) this Lease shall cease as to such portion of the Premises, (b) Tenant shall pay to
Landlord all Base Rent and other amounts accrued through the termination date relating to the portion of the Premises
covered by the proposed Transfer, and (c) Tenant shall execute, upon request of Landlord, an amendment hereto selling
forth matters related to such partial termination. Landlord may physically separate the recaptured portion of the Premises
and lease such portion of the Premises to the prospective transferee (or to any other person) without liability to Tenant.
16.05 Upon the occurrence of a Default, if the Premises or any portion thereof are sublet, Landlord may, at its
option and in addition and without prejudice to any other remedies herein provided or provided by Law, collect directly
from the sublessee(s) all rentals becoming due Tenant and apply such rentals against other sums due hereunder to
Landlord.
17. Default.
Time is of the essence in the performance of all covenants of Tenant. A "Default" is defined as a failure by the
Tenant to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease,
including, without limitation, the following:
17.01 Tenant fails to make, as and when due, any payment of Base Rent, Additional Rent, or any other
monetary payment required to be made by Tenant herein.
17.02 Landlord discovers that any representation or warranty made by Tenant or any guarantor was
materially false when made or that any financial statement of Tenant or of any guarantor of this Lease given to Landlord
was materially false.
17.03 Tenant makes any general arrangement or assignment for the benefit of creditors, becomes a "debtor"
in a bankruptcy proceeding, is unable to pay its debts or obligations as they occur, or has an attachment, execution or
other seizure of substantially all of its assets located at the Property or its interest in this Lease, or any guarantor becomes
insolvent, becomes a "debtor" in a bankruptcy proceeding, fails to perform any obligation under its guaranty, or attempts
to revoke its guaranty.
17.04 Tenant fails to observe, perform or comply with any of the non -monetary terms, covenants, conditions,
provisions or rules and regulations applicable to Tenant under this Lease other than as specified above in this Article 17;
provided, if such failure (a) is not intentional on the part of Tenant, (b) is not the type of failure as to which Landlord shall
have previously given Tenant written notice, (c) does not constitute a default or violation under any loan or other
agreement to which Landlord is a party, and (d) is, in the sole opinion of Landlord, a curable failure, then such failure shall
not be a "Default" unless Tenant does not cure such failure within 10 days following written notice of such failure from
Landlord. The foregoing Tenant cure period shall in no event apply to any of the following, Tenant's (i) failure to provide
an estoppel certificate when and as required under Section 20 of this Lease; (ii) failure to maintain insurance required
under Article 11 of the Lease; (iii) failure to vacate the Premises upon the expiration or earlier termination of the Lease;
(iv) failure to comply with any obligation under the Lease pertaining to Hazardous Materials; (v) failure to provide a
subordination agreement when and as required under Section 25 of this Lease; (vi) any other matter provided for in
another subparagraph of this Article 17 for which another time limit is provided elsewhere in the Lease.
18. Remedies of Landlord.
18.01 If Tenant fails to perform any duty or obligation of Tenant under this Lease, Landlord may at its option,
without waiver of Default nor any other right or remedy, perform any such duty or obligation on Tenant's behalf_ The costs
and expenses of any such performance by Landlord will be immediately due and payable by Tenant upon receipt from
Landlord of the reimbursement amount required.
18.02 Upon a Default, with or without notice or demand, and without limiting any other of Landlord's rights or
remedies, Landlord may:
(a) Terminate this Lease, in which case Tenant shall immediately surrender the Premises to Landlord If
Tenant fails to surrender the Premises, Landlord, in compliance with Law, may enter upon and take
possession of the Premises and remove Tenant, Tenant's Property and any party occupying the
Premises. Tenant shall pay Landlord, on demand, all past due Rent and other losses and damages
Landlord suffers as a result of Tenant's Default, including, without limitation, all Costs of Reletting
(defined below) and any deficiency that may arise from reletting or the failure to relet the Premises.
"Costs of Reletting" shall include all reasonable costs and expenses incurred by Landlord in reletting
or attempting to relet the Premises, including, without limitation, legal fees, brokerage commissions,
the cost of alterations and the value of other concessions or allowances granted to a new tenant.
(b) Terminate Tenant's right to possession of the Premises and, in compliance with Law, remove Tenant,
Tenant's Property and any parties occupying the Premises. Landlord may (but shall not be obligated
to) relet all or any part of the Premises, without notice to Tenant, for such period of time and on such
terms and conditions (which may include concessions, free rent and work allowances) as Landlord in
its absolute discretion shall determine. Landlord may collect and receive all rents and other income
from the reletting. Tenant shall pay Landlord on demand all past due Rent, all Costs of Reletting and
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any deficiency arising from the reletting or failure to relet the Premises. The re-entry or taking of
possession of the Premises shall not be construed as an election by Landlord to terminate this Lease.
(c) Pursue any other remedy now or hereafter available to Landlord under the laws or judicial decisions
of the state wherein the Premises is located.
18.03 In lieu of calculating damages under Section 18.02, Landlord may elect to receive as damages the sum of
(a) all rent accrued through the date of termination of this Lease or Tenant's right to possession, and (b) an amount equal
to the total rent that Tenant would have been required to pay for the remainder of the Term discounted to present value at
the Prime Rate (defined below) then in effect, minus the then present fair rental value of the Premises for the remainder of
the Term, similarly discounted, after deducting all anticipated Costs of Reletting. "Prime Rate" shall be the per annum
interest rate publicly announced as its prime or base rate by a federally insured bank selected by Landlord in the state in
which the Building is located.
18.04 If Tenant is in Default of any of its non -monetary obligations under this Lease, Landlord shall have the
right to perform such obligations. Tenant shall reimburse Landlord for the cost of such performance upon demand
together with an administrative charge equal to 10% of the cost of the work performed by Landlord. The repossession or
re-entering of all or any part of the Premises shall not relieve Tenant of its liabilities and obligations under this Lease. No
right or remedy conferred upon or reserved to Landlord in this Lease is intended to be exclusive of any right or remedy
granted 10 Landlord by statute or common law, and each and every such right and remedy will be cumulative and in
addition to any other right and remedy now or subsequently available to Landlord at Law or in equity.
19. Condemnation. If the Premises or any portion thereof are taken under the power of eminent domain or sold
under the threat of the exercise of said power (collectively, "Condemnation"), this Lease shall terminate as to the part
taken as of the date the condemning authority takes title or possession, whichever first occurs. If all or a material portion
of the rentable area of the Premises are taken by Condemnation, Tenant may, at Tenant's option, to be exercised in
writing within 10 days after Landlord shall have given Tenant written notice of such taking (or in the absence of such
notice, within 10 days after the condemning authority shall have taken possession) terminate this Lease as of the date the
condemning authority takes such possession. Landlord shall also have the right to terminate this Lease if there is a taking
by Condemnation of any portion of the Building or Property which would have a material adverse effect on Landlord's
ability to profitably operate the remainder of the Building. If neither party terminates this Lease in accordance with the
foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Base
Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation.
Condemnation awards and/or payments shall be the property of Landlord, whether such award shall be made as
compensation for diminution in value of the leasehold, the value of the part taken or for severance damages.
20. Estoppel Certificates; Financial Statements.
20.01 Tenant will execute and deliver to Landlord, within 10 days after written request from Landlord, a
commercially reasonable estoppel certificate to those parties as are reasonably requested by Landlord (including a
Mortgagee or prospective purchaser). Without limitation, such estoppel certificate may include a certification as to the
status of this Lease, the existence of any default and the amount of rent that is due and payable. Any such estoppel
certificate may be relied upon by Landlord and by any actual or prospective buyer or lender of the Property and any other
third party designated by Landlord. If Tenant fails to execute and deliver such estoppel certificate within such 10 day
period, such estoppel certificate shall be binding on Tenant as prepared.
20.02 Within 10 days after written request from Landlord, Tenant shall deliver to Landlord such financial
statements as Landlord reasonably requests regarding Tenant or any assignee, subtenant, or guarantor of Tenant.
Tenant represents and warrants to Landlord that each financial statement is a true and accurate statement.
21. Notices. All communications and notices required under this Lease shall be in writing and shall be addressed to
the respective address of the receiving party. All notices to Tenant shall be given by reputable overnight courier, U. S.
mail (return receipt required, postage prepaid), or hand delivery, and shall be deemed received on the date of delivery (or
attempted delivery) as evidenced by return receipt. Any notice to Tenant may also be given by posting at the Premises
and shall be effective upon such posting. At any time during the Term, Landlord or Tenant may specify a different Notice
Address (excluding post office boxes) by providing written notification to the Other.
22. Holdover. If Tenant remains in possession of all or any part of the Premises with Landlord's prior written consent
after the expiration or termination of this Lease or of Tenant's right to possession, such possession will constitute a
month-to-month tenancy which may be terminated by either Landlord or Tenant upon 30 days written notice and will not
constitute a renewal or extension of the Term. If Tenant fails to surrender all or any part of the Premises at the
termination of this Lease, occupancy of the Premises after termination shall be that of a tenancy at sufferance Tenant's
occupancy shall be subject to all the terms and provisions of this Lease, and Tenant shall pay an amount (on a per month
basis without reduction for partial months during the holdover) equal to 200% of the sum of the greater of (a) Base Rent
and Additional Rent due for the period immediately preceding the holdover, and (b) then -current fair market rent for the
Premises as reasonably determined by Landlord. No holdover by Tenant or payment by Tenant after the termination of
this Lease shall be construed to extend the Term or prevent Landlord from immediate recovery of possession of the
Premises by summary proceedings or otherwise. If Landlord is unable to deliver possession of the Premises to a new
tenant or to perform improvements for a new tenant as a result of Tenant's holdover, Tenant shall be liable for all
damages (including, without limitation, consequential, indirect and special) that Landlord suffers from the holdover.
23. Relocation of the Premises. Landlord may, at any time during the Term, relocate Tenant to comparable space
within the Property. Landlord will give Tenant a written notice of its intention to relocate the Premises and Tenant will
complete such relocation within the 30 days after receipt of such written notice. Landlord shall pay all reasonable costs
and expenses of such relocation (excluding any Tenant owned telecommunication equipment, lines, boards and wiring
which Tenant must bear the cost of relocating and installing), and the terms and conditions of the Lease will remain in full
(2095-00000100779283;3)
force and effect except for any actual adjustments in Base Rent or Tenant's Proportionate Share that may result from a
square footage adjustment due to such relocation.
24. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE,
THE LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) SHALL BE LIMITED TO THE LESSER OF
(A) THE INTEREST OF LANDLORD IN THE BUILDING, OR (B) THE EQUITY INTEREST LANDLORD WOULD HAVE IN
THE BUILDING IF THE BUILDING WERE ENCUMBERED BY THIRD PARTY DEBT IN AN AMOUNT EQUAL TO 80%
OF THE VALUE OF THE BUILDING (CALCULATIONS OF EQUITY SHALL BE MADE AS OF THE INITIAL DATE
TENANT NOTIFIES LANDLORD OF THE ACTUAL OR ALLEGED DEFAULT OR OTHER CLAIM). TENANT SHALL
LOOK SOLELY TO LANDLORD'S INTEREST IN THE BUILDING FOR THE RECOVERY OF ANY JUDGMENT OR
AWARD AGAINST LANDLORD OR ANY OF LANDLORD'S TRUSTEES MEMBERS, PRINCIPALS, BENEFICIARIES,
PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, MORTGAGEES (AS DEFINED IN ARTICLE 25 BELOW) OR
OTHER SECURED PARTIES AND AGENTS (EACH A "LANDLORD RELATED PARTY") NEITHER LANDLORD NOR
ANY LANDLORD RELATED PARTY SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY, AND
IN NO EVENT SHALL LANDLORD OR ANY LANDLORD RELATED PARTY BE LIABLE TO TENANT FOR ANY LOST
PROFIT, DAMAGE TO OR LOSS OF BUSINESS OR ANY FORM OF SPECIAL, INDIRECT OR CONSEQUENTIAL
DAMAGE. BEFORE FILING SUIT FOR AN ALLEGED DEFAULT BY LANDLORD, TENANT SHALL GIVE LANDLORD
AND ANY MORTGAGEE(S) WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES OR OTHER
ENCUMBRANCES ON THE BUILDING, NOTICE AND REASONABLE TIME TO CURE THE ALLEGED DEFAULT.
25. Subordination. Tenant accepts this Lease subject and subordinate to any mortgage(s), deed(s) of trust, ground
lease(s) or other lien(s) now or subsequently arising upon the Premises, the Budding or the Property, and to renewals,
modifications, refinancings and extensions thereof (collectively referred to as a'Mortgage") The party having the benefit
of a Mortgage shall be referred to as a "Mortgagee". This clause shall be self -operative, but upon request from a
Mortgagee, Tenant shall, within ten (10) days of request therefor, execute a commercially reasonable subordination
agreement in favor of the Mortgagee. As an alternative, a Mortgagee shall have the right at any time to subordinate its
Mortgage to this Lease. Upon request, Tenant_ without charge, shall attorn to any successor to Landlord's interest in this
Lease.
26. Force Majeure. Landlord will not be deemed in breach or default of this Lease or have liability to Tenant, nor will
Tenant have any right to terminale this Lease or abate rent or assert a claim of breach of any covenant of quiet enjoyment
or partial or constructive eviction, because of Landlord's faiiure to perform any of its obligations under this Lease if the
failure is due in part or in full to strikes, acts of God, shortages of labor or materials, war, terrorist acts, civil disturbances
and other causes beyond Landlord's reasonable control ("Force Majeure`). If this Lease specifies a time period for
performance of an obligation by Landlord, that time period will be extended by the period of any delay in Landlord's
performance caused by such Force Majeure events as described herein.
27. Miscellaneous Provisions,
27.01 Whenever the context of this Lease requires: the word "person" shall include any entity, and the singular
shall include the plural and the plural shall include the singular If more than one person or entity is Tenant, the
obligations of each such person or entity under this Lease will be joint and several. The terms, conditions and provisions
of this Lease will apply to and bind the heirs, successors, executors, administrators and assigns of Landlord and Tenant.
No remedy or election hereunder shall be deemed exclusive but shall, whenever possible, be cumulative with all other
remedies at law or in equity- Time is of the essence for the performance of each term, condition and covenant of this
Lease_
27.02 The captions and headings of this Lease are used for the purpose of convenience only. This Lease
contains all of the agreements and conditions made between Landlord and Tenant and may not be modified in any
manner other than by a written agreement signed by both Landlord and Tenant. Any statements, promises, agreements,
warranties or representations, whether oral or written, not expressly contained herein will in no way bind Landlord and
Tenant expressly waives all claims for damages by reason of any statements, promises, agreements, warranties or
representations, if any, not contained in this Lease. No provision of this Lease shall be deemed to have been waived by
Landlord unless such waiver is in writing signed by a regional vice president or higher title of Landlord or of Landlord's
management company, and no custom or practice which may develop between the parties during the Term shall waive or
diminish the Landlord's right to enforce strict performance by Tenant of any terms of this Lease, Additionally, regardless
of Landlord's knowledge of a default at the time of such acceptance, the acceptance of rent or any other payment by
Landlord will not constitute a waiver by Landlord of any default by Tenant. This Lease is governed and construed in
accordance with the laws of the state in which the Premises are located, and venue of any legal action will be in the
county where the Premises are located. This Lease may be executed in any number of counterparts, each of which shall
be deemed an original, but all of which, together_ shall constitute one and the same Lease. In order to expedite the
transaction contemplated herein, to the extent allowable under applicable Law, telecopied signatures or signatures
transmitted by electronic mad in so-called "pdf' for}at may be used in place of original signatures on this Lease and shall
be of the same force and effect as original signatures and shall be enforceable and admissible in lieu of original
signatures to this Lease. Landlord and Tenant intend to be bound by the signatures on the telecopied or e-mailed
document, are aware that the other party will rely on the telecopied or e-malled signatures which shall be of the same
force and effect as original hand-written signatures for all purposes, and hereby waive any defenses to the admissibility or
enforcement of the terms of this Lease based on such telecopied or e-mailed signatures and further agree not to raise any
exceptions to admissibility set forth in Washington Evidence Code Sections 1003 and 1004, or any similar or successor
statutes now or hereafter in effect, or other similar challenges or defenses to the enforcement of the terms of this Lease
which might be raised as to the admissibility of a copy of this Lease with a telecopied or e-mailed signature.
27.03 This Lease has been fully reviewed by both parties and shall not be strictly or adversely construed
against the drafter. If any provision contained herein is determined to be invalid, illegal or unenforceable in any respect,
then (a) such provision shall be enforced to the fullest extent allowed, and (b) such invalidity, illegality, or unenforceability
will not affect any other provision of this Lease.
12095-00000!00779283;31
10
27.04 Except as required under Articles 20 and/or 25 of this Lease, Tenant hereby agrees not to disclose any
terms of this Lease without the prior written consent of Landlord. Tenant shall not record this Lease or any short form
memorandum hereof.
27.05 All obligations of Tenant under this Lease not fully performed as of the expiration or earlier termination of
the Term shall survive the expiration or earlier termination of this Lease.
27.06 Landlord and Tenant each warrant to the other that it has not dealt with any broker or agent in connection
with this Lease. Landlord and Tenant each agree to indemnify the other against all costs, expenses, legal fees and other
liability for commissions or other compensation claimed by any broker or agent by reason of the act or agreement of the
indemnifying party. In no event shall Landlord be obligated to pay a commission to any broker or agent in connection with
any extension of the Term (whether pursuant to Section 1.02 above or otherwise) or in connection with any additional
space that is leased by Tenant pursuant to the terms of this Lease except as may be specifically provided otherwise in a
separate agreement between Landlord and any such broker or agent. The provisions of this Section 27.06 shall survive
the expiration or earlier termination of this Lease.
27.07 The grant of any consent or approval required from Landlord under this Lease shall be proved only by
proof of a written document signed and delivered by Landlord expressly setting forth such consent or approval. Unless
otherwise specified herein, any such consent or approval may be withheld in Landlord's sole discretion. Notwithstanding
any other provision of this Lease, the sole and exclusive remedy of Tenant for any alleged or actual improper withholding,
delaying or conditioning of any consent or approval by Landlord shall be the right to specifically enforce any right of
Tenant to require issuance of such consent or approval on conditions allowed by this Lease.
27.013 Tenant agrees to abide by, keep and observe, and shall cause its employees, suppliers, shippers,
customers, agents, contractors and invitees to so abide by, keep and observe, all Rules and Regulations set forth in
Exhibit C (the "Rules and Regulations") and all additions and amendments to the same of which Landlord provides
written notice to Tenant. Landlord will not be responsible to Tenant for any nonperformance by any other tenant, occupant
or invitee of the Property of any said Rules and Regulations.
27.09 Tenant will not place any signage on or about the Property, or on any part thereof, without the prior
written consent of Landlord which Landlord may withhold or condition in its sole discretion. All Tenant signage will comply
with the terms and conditions of this Lease, the all applicable Laws, and sign criteria for the Building as promulgated by
Landlord from time to time and the Rules and Regulations and/or other criteria which Landlord may establish from time to
time.
27.10 1f, on account of any breach or default by Tenant in Tenant's obligations under the terms and conditions
of this Lease, it shall become necessary or appropriate for Landlord to employ or consult with an attorney or collection
agency concerning or to enforce or defend any of Landlord's rights or remedies arising under this Lease or to collect any
sums due from Tenant, Tenant agrees to pay all costs and fees so incurred by Landlord, including, without limitation,
reasonable attorneys' fees and costs. If either party institutes a suit against the other for violation of or to enforce any
covenant, term or condition of this Lease, the prevailing party shall be entitled to reimbursement of all of its costs and
expenses, including, without limitation, reasonable attorneys' fees.
27.11 Tenant represents and warrants to Landlord that each individual executing this Lease on behalf of Tenant
is authorized to do so on behalf of Tenant and that Tenant is not, and the entities or individuals constituting Tenant or
which may own or control Tenant or which may be owned or controlled by Tenant are not, (i) in violation of any laws
relating to terrorism or money laundering, or (ii) among the individuals or entities identified on any list compiled pursuant
to Executive Order 13224 for the purpose of identifying suspected terrorists or on the most current list published by the
U.S. Treasury Department Office of Foreign Assets Control at its official website, http://www.treas.gov/ofac/tllsdn.pdf or
any replacement website or other replacement official publication of such list.
27.12 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY
JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS LEASE.
27.13 Solely for the purpose of effectuating Tenant's indemnification obligations under this Lease, and not for
the benefit of any third parties (including but not limited to employees of Tenant), Tenant specifically and expressly waives
any immunity that it may be granted under applicable federal, state or local Worker Compensation Acts, Disability Benefit
Acts or other employee benefit acts. Furthermore, the indemnification obligations under this Lease shall not be limited in
any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party
under Worker Compensation Acts, Disability Benefit Acts or other employee benefit acts. The parties acknowledge that
the foregoing provisions of this Section have been specifically and mutually negotiated between the parties.
27.14 Landlord and any successor Landlord have the right to sell the Property or any portion of it, or to assign
its interest in this Lease, at any time and from time to time. Upon the sale or any other conveyance by Landlord of the
Property, or a portion thereof which includes the Premises, Landlord shall be released from all obligations and liability
under this Lease arising out of any act, event, occurrence or omission occurring or existing after the date of such
conveyance, and in such event Tenant agrees to look solely to the responsibility of the successor in interest of Landlord in
and to this Lease.
28. Additional Provisions.
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iiF
28,01 Tenant Entity Status. The parties hereby acknowledge that as of the dale of this Lease, Tenant is not
qualified to do business in the State of Washington. Tenant shall promptly and with due diligence, at its sole cost and
expense, qualify to do business to and be in good standing under the laws of the State of Washington. Tenant shall promptly
provide Landlord with certifications from the Secretary of State of the State of Washington evidencing such qualification to do
business and good standing, together with any other supporting documentation reasonably required by Landlord (the
-Certifications"). In the event Tenant fads to deliver the Certifications to Landlord within thirty (30) days following the dale of
this Lease_ such failure shall constitute a Default under this Lease without any further notice or opportunity to cure such
Default. Tenant's failure to qualify to do business in the State of Washington shall in no way affect the validity of this Lease or
Tenants liability pursuant to this Lease, and until such time as Tenant qualifies to do business in Washington and appoints an
agent for service of process in the State of Washington as required by the Washington Secretary of State, Tenant
acknowledges and agrees and hereby appoints any employee or agent of Tenant located in the State of Washington,
including at the Premises, as agent for service of process for purposes of this tease, and that Landlord may, for legal
purposes, serve process on any such person at the Premises to satisfy the requirements for service of process as required by
law.
(2095-00000!00779283;3)
[SIGNATURE RAGE TO FOLLOW]
12
Submission of this Lease for examination and signature by Tenant is not an offer to lease and does not create a
reservation or optlon to lease. This Lease will become effective and binding only upon full execution and delivery by both
Tenant and Landlord. THIS LEASE, WHETHER OR NOT EXECUTED BY TENANT, IS SUBJECT TO ACCEPTANCE BY
LANDLORD, ACTING BY ITSELF OR BY ITS AGENT BY THE SIGNATURE ON THIS LEASE OF ITS SENIOR VICE
PRESIDENT, ASSISTANT VICE PRESIDENT OR REGIONAL MANAGER AND DELIVERY OF SUCH SIGNATURE TO
TENANT.
Landlord and Tenant have executed this Lease as of the day and year first above written.
SEE ATTACHHED
LANDLORD:
PS Business Parks, L.P.,
a California limited partnership
By: P5 Business Parks, Inc.,
a California corporatio
Its: General Partner
By:
Name: StArt Hutchi
Title: Divisional Vice President
Landlord Fed ID #95-4609260
TENANT:
North America Car Service, LLC, a Washington Limited
Livability Corrrpan)r-N
By:
Nar
Titli
Tax ID Number (SSN or FEIN):
01 rd ft -9j
CALIFORNIA ALL- PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity
of the individual who signed the document to which this certificate is attached,
and not the truthfulness accuracy, or validity of that document.
State of
County of
On W�� before
r rh1cG
a e
personally appeared -
a �- A-G(n.: S; �.sr
who proved to me on the basis of satisfactory evidence to be the person(gywhose
names) islare subscribed to the within instrument and acknowledged to me that
he/sbBAhey executed the same in hislh irauthorized capacityXs), and that by
hislhgxAkteir signature on the instrument the person K, or the entity upon behalf of
which the person acted, executed the instrument.
!ce PERJURY under the laws of the State of California that
15;;ial
ue nd correct.TARANEH CALAEI
e seal. Nalary Public - Caldornia
' ;";.. Orange County n
Commission # 2148982
My Comm Expires Apr 14 20,
otary Pugnature (Notary Pubtic Seal
INSTRU=ONS FOP, CQhEL=j3 TMS FORM
ADDITIONAL OPTIONAL INFORMATION
Thisfanncomphatwilh nrrrenlCaliforniartalerturrgardengnotarywardingand,
DE5 R11TIO1 OF THE LAACHED DOCUMENT ffrueded, should be completed and attached to the. doarment AcTrnawledgmentr
from athQrtates may he completed for documentr bang sad to that state so rang
e as the wording doer not require the CaNfarnra notary to viakde California notary
law.
(Title or descdpUon of attached d ent) • State and County infarmatica const be the State and County where the donimeat
signer(s) personally appeared before the notary public for acknowledgment
(Title or descriptlon of attached document continued) • Date of notarization const be the date that the signa(s) personally appeared wbich
7 , rust also be the same date the aclmowIcdgment is completed.
Number of Pa es� Document Date 3 - `4 ~C 13 • The nobxy public must pant his or her n=e as it appears 'within Ids or 'ber
9 eoa-ission follawcd by a comma and then your title (notary public).
• Print the narxtc(s) of document signer(s) who pas®ally appctr at the time of
norar1=01 .
• Indicate the eetrect singular or phsal fame by crossing o$ incouaet fonts CLL.
halsht4H*- is /an ) or circling the correct forms. Failure to correctly indicate this
inlo>mafion may lead to rej retioa of docutnartrecording.
• ibe notary seatt impression must be clear and photographically reproducible.
Impression must not coyer teed or lines. If seal hapression smudges, re -seal if a
sofficicat arca peun.its, otherwise complete a diffcrmt acknowledgment farm.
• Signature of the notary public must match the signature on file with the office of
the county clerk -
Additional information is not nqumed bat could bele to enema this
ackmowledgmeat is not misused or attached to a different doeameat.
Indicate title or type of attached docnmenF anmber ofpages and date.
Indicate the capacity claimed by the signer. If the eWmed capacity i] a
corporate afficct, mdteate the title (ie. CEO, CFO, Secre:td 7).
2015 Version mvw.fdolaryClasses.com BOG4373-9865 Sec=ly attach this docmncntto the signed doctuneut with a staple.
STATE OF
COUNTY OF
LANDLORD ACKNOWLEDGEMENT
)
) ss.
On before me, , Notary Public,
personally appeared who proved to me on the basis of satisfactory evidence to be
the persons) whose name(s) islare subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in hisfherltheir authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument
WITNESS my hand and official seal.
Signature (Seal)
TENANT ACKNOWLEDGMENT
STATE OF. Rt`Zo t4 P� )
COUNTY OF )SS.
On 19 before me, �rvyxan& n i { y Notary Public,
personally afppearbd who proved to rne on the basis of satisfactory evidence to be
the person(s) whose name(s) Were st, scribeq to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/herltheir signature(s) on the Instrument the
person(s). or the entity upon behalf of which the person(s) acted, executed the instrument
WITNESS my hand and official seal.
Signature eal)
{2095-04000100779283;3}
14
EXHIBIT A-1
PREMISES
This Exhibit is attached to and made a part of the Lease by and between PS Business Parks, L.P., a California
limited partnership ("Landlord") and North America Car Service, LLC, a Washington Limited Liability Company
("Tenant") for space in the Building located at 879 Rainier Avenue North. Renton. WA 98057.
(2095-00000100779283-.31
A-1
EXHIBIT A-2
BUILDING, PROJECT AND PROPERTY
This Exhibit is attached to and made a part of the Lease by and between PS Business Parks, L.P., a California
limited partnership (`Landlord") and North America Car Service, LLC, a Washington Limited Liability Company
("Tenant") for space in the Building located at 879 Rainier Avenue North, Renton, WA 98057.
Building
(2095-00000100779293;3}
F C 1
Project and Property
.4'
= _ su:uers K i _ i. artium
nVa
EXHIBIT A-3
LEGAL DESCRIPTION OF THE PROPERTY
This Exhibit is attached to and made a part of the Lease by and between PS Business Parks, L.P., a California
limited partnership ("Landlord") and North America Car Service, LLC, a Washington Limited Liability Company
("Tenant") for space in the Building located at 879 Rainier Avenue North, Renton, WA 98057.
THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF WASHINGTON, COUNTY OF KING, AND IS
DESCRIBED AS FOLLOWS:
Parcel "A"
That portion of Lots 5,6,7 & 8, Block 26, Bryn Mawr, according to the plat thereof recorded in Volume 5 of Plats, page 58 in
King Co., Wash. And vacated street adjoining described as follows:
Beginning at a point on the north line of lot 5, said block and addition, 5 feet east of the northwest corner thereof, thence east
along said north line and north line produced to the west line of State road No. 7, now Rainier Ave; thence southerly along
the west line of said highway to the point of intersection with the south line of said highway to the point of intersection with
the south line of Lot 8, said block and addition produced easterly: thence west along the south line of said Lot 8, and said line
produced to a point 5 feet east of the southwest corner of said lot; thence north parallel with the west line of said block 26. to
the point of beginning.
Together with that portion of vacated south Hawthorne Street, also known as south 11 Th Place adjoining, which upon
vacation, attached to said property by operation of law.
Parcel "B"
Lots 1 thru 8, inclusive, block 29, Bryn Mawr, according to the plat thereof recorded in Volume 5 of plats, page 58, in King
Co., Wash;
Together with vacated portion of Lake Avenue adjoining said lots, together with that portion of vacated South Hawthorne
street also known as south 11711, Place adjoining, which upon vacation attached to said property by operation of law.
Together with that portion of vacated south 118th Street, also known as Wallace Street adjoining, which upon vacation,
attached to said property by operation of law.
Parcel "C"
Lots 9 thru 12 inclusive, Block 29, Bryn Mawr, according to the plat thereof recorded in volume 5 of plats, page 58. in King
Co., Wash;
Together with the east half of vacated 891h Avenue South adjoining said lots 11 and 12, together with that portion of vacated
South Hawthorne Street, also known as South 11 T1, Place adjoining, which upon vacation, attached to said property by
operation of law. Together with that portion of vacated south 118th Street, also known as Wallace Street adjoining, which
upon vacation attached to said property by operation of law
{2095-00000100779283;3}
A-3
EXHIBIT B
TENANTIMPROVEMENTS
This Exhibit is attached to and made a part of the Lease by and between PS Business Parks, L.P., a California
limited partnership ("Landlord') and North America Car Service, LLC, a Washington Limited Liability Company
("Tenant") for space in the Building located at 879 Rainier Avenue North, Renton, WA 98057. Capitalized terns not
otherwise defined in this Exhibit B shall have the meaning given to such terms in the Lease of which this Exhibit B is a part.
Tenant hereby accepts the demised Premises in an "as -is" condition and in no event shall Landlord be responsible for any
tenant improvement work. Any tenant improvement work shall be the sole responsibility of Tenant, shall be subject to the
terms of the Lease including, without limitation, Article 9, and any and all costs for such tenant improvement work shall be
paid directly by Tenant.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
{2095-00000100779283;3}
$-1
EXHIBIT C
RULES AND REGULATIONS
This Exhibit is attached to and made a part of the Lease by and between PS Business Parks, L.P., a California
limited partnership ("Landlord") and North America Car Service, LLC, a Washington Limited Liability Company
(°Tenant") for space in the Building located at 879 Rainier Avenue North, Renton, WA 98057.
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 the Project and for the preservation of
good order therein. Tenant agrees to abide by all such Rules and Regulations herein stated and any additional rules and
regulations which are adopted.
1. Driveways, sidewalks, halls, passages, exits, entrances, elevators, escalators and stairways shall not be obstructed by
tenants or used by tenants for any purpose other than for ingress to and egress from their respective premises. The
driveways, sidewalks, halls, passages, exits, entrances, elevators and stairways are not for the use of the general public
and Landlord shall in all cases retain the right to control and prevent access thereto by all persons whose presence, in
the judgment of Landlord, shall be prejudicial to the safety, character, reputation and interests of the Building, the
Property 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 such tenant's business unless such persons are engaged
in illegal activities. No tenant, and no employees or invitees of any tenant, shall go upon the roof of any Building, except
as authorized by Landlord.
2. No signs, advertisements or notices shall be painted or affixed to windows, doors or other parts of the Building, except
those of such color, size, style and in such places as are first approved in writing by Landlord. All tenant identification
and suite numbers at the entrance to the Premises shall be installed by Landlord, at Tenant's cost and expense, using
the standard graphics for the Building. Landlord shall have the right to remove any such sign, placard, banner, picture,
name, advertisement, or notice without notice to and at the expense of Tenant, which were installed or displayed in
violation of this rule. All approved signs or lettering on doors and walls shall be printed, painted, affixed or inscribed at
the expense of Tenant by a person or vendor approved by Landlord and shall be removed by Tenant at the time of
vacancy at Tenant's expense. Except in connection with the hanging of lightweight pictures and wall decorations, no
nails, hooks or screws shall be inserted into any part of the Premises or Building except by the Building maintenance
personnel without Landlord's prior approval.
3. The directory of the Building or Property, if any, will be provided exclusively for the display of the name and location of
tenants only and Landlord reserves the right to charge for the use thereof and to exclude any other names therefrom.
4. No curtains, draperies, blinds, shutters, shades, screens or other coverings, awnings, hangings or decorations shall be
attached to, hung or placed in, or used in connection with, any window or door on the Premises without the prior written
consent of Landlord. In any event with the prior written consent of Landlord, all such items shall be installed inboard of
Landlord's standard window covering and shall in no way be visible from the exterior of the Building. All electrical ceiling
fixtures hung in offices or spaces along the perimeter of the Building must be fluorescent or of a quality, type, design,
and bulb color approved by Landlord. No articles shall be placed or kept on the window sills so as to be visible from the
exterior of the Building. No articles shall be placed against glass partitions or doors which Landlord considers unsightly
from outside Tenant's Premises.
5. Each tenant shall be responsible for all persons for whom it allows to enter the Building or the Property and shall be
liable to Landlord for all acts of such persons. Landlord and its agents shall not be liable for damages for any error
concerning the admission to, or exclusion from, the Building or the Property of any person. During the continuance of
any invasion, mob, riot, public excitement or other circumstance rendering such action advisable in Landlord's opinion,
Landlord reserves the right (but shall not be obligated) to prevent access to the Building and the Property during the
continuance of that event by any means it considers appropriate for the safety of tenants and protection of the Building,
property in the Building and the Property.
6. Tenant shall not alter any lock or access device or install a new or additional lock or access device or bolt on any door of
its Premises, without the prior written consent of Landlord. If Landlord shall give its consent, Tenant shall in each case
fumish Landlord with a key for any such lock. Tenant, upon the termination of its tenancy, shall deliver to Landlord the
keys for all doors which have been furnished to Tenant, and in the event of loss of any keys. so furnished, shall pay
Landlord therefor.
7. The restrooms, 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 into them. The expense
of any breakage, stoppage, or damage resulting from violation of this rule shall be borne by the tenant who, or whose
employees or invitees, shall have caused the breakage, stoppage, or damage.
8. Tenant shall not use or keep in or on the Premises, the Building or the Property any kerosene, gasoline, or inflammable
or combustible fluid or material except in strict accordance with the terms of the Lease. Tenant shall not use, keep or
permit to be used or kept in its Premises any foul or noxious gas or substance. Tenant shall not 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 and/or vibrations or interfere in any way with other tenants or those having business therein. No animals,
except those assisting handicapped persons, shall be brought onto the Property or kept in or about the Premises.
9. Except with the prior written consent of Landlord, Tenant shall not sell, or permit the sale, at retail, of newspapers,
magazines, periodicals, theater tickets or any other goods or merchandise in or on the Premises, nor shall Tenant carry
on, or permit or allow any employee or other person to cant' on, the business of stenography, typewriting or any similar
business in or from the Premises for the service or accommodation of occupants of any other portion of the Building, or
the business of a public barber shop, beauty parlor, nor shall the Premises be used for any illegal, improper, immoral or
objectionable purpose, or any business or activity other than that specifically provided for in such Tenant's Lease.
{2095-00000!00779283,3}
C-1
Tenant shall not accept hairstyling, barbering, shoeshine, nail, massage or similar services in the Premises or common
areas except as authorized by Landlord.
10. If Tenant requires telegraphic, telephonic, telecommunications, data processing, burglar alarm or similar services, it shall
first obtain, and comply with, Landlord's instructions in their installation. The cost of purchasing, installation and
maintenance of such services shall be borne solely by Tenant. Landlord will direct electricians as to where and how
telephone, telegraph and electrical wires are to be introduced or installed. No boring or cutting for wires will be allowed
without the prior written consent of Landlord. The location of burglar alarms, telephones, call boxes and other office
equipment affixed to the Premises shall be subject to the prior written approval of Landlord -
Ill. Tenant shall not install any radio or television antenna, satellite dish, loudspeaker or any other device on the exterior
walls or the roof of the Building, without Landlord's consent. Tenant shall not interfere with radio or television
broadcasting or reception from or in the Building, the Property or elsewhere.
12. Tenant shall not lay linoleum, tile, carpet or any other floor covering so that the same shall be affixed to the floor of its
Premises in any manner except as approved in writing by Landlord. Tenant shall not place a load upon any floor of its
Premises which exceeds the load per square foot which such floor was designed to cant' or which is allowed by law.
13. Tenant shall not operate or permit to be operated a coin or token operated vending machine or similar device (including,
without limitation, telephones, lockers, toilets, scales, amusement devices and machines for sale of beverages, foods,
candy, cigarettes and other goods), except for machines for the exclusive use of Tenant's employees and invitees.
Bicycles and other vehicles are not permitted inside the Building or on the walkways outside the Building, except in areas
designated by Landlord.
14. 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 to such a degree as to be objectionable to Landlord or
to any tenants in the Building shall be placed and maintained by Tenant, at Tenant's expense, on vibration eliminators or
other devices sufficient to eliminate noise or vibration. The persons employed to move such equipment in or out of the
Building must be acceptable to Landlord. Tenant shall not install, operate or maintain in the Premises or in any other
area of the Building, electrical equipment that would overload the electrical system beyond its capacity for proper,
efficient and safe operation as determined solely by Landlord. Tenant shall not furnish cooling or healing to the
Premises, including, without limitation, the use of electric or gas heating devices, without Landlord's prior written
consent. Tenant shall not use more than its proportionate share of telephone lines and other telecommunication facilities
available to service the Building.
15. Each tenant shall store all its trash and garbage within the interior of the Premises or as otherwise directed by Landlord
from time to time. Tenant shall not place in the trash boxes or receptacles any personal trash or any material that may
not or cannot be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in
the city, without violation of any law or ordinance governing such disposal.
ib. Canvassing, soliciting, distribution of handbills or any other written material and peddling in the Building and the Property
are prohibited and each tenant shall cooperate to prevent the same. No tenant shall make room -to -room solicitation of
business from other tenants in the Building or the Property, without the written consent of Landlord.
17. Landlord shall have the right, exercisable without notice and without liability to any tenant, to change the name and
address of the Building and the Property. Without the prior written consent of Landlord, Tenant shall not use the name of
the Building, Project or the Properly or any photograph or other likeness of the Building, Project or the Property in
connection with, or in promoting or advertising, Tenant's business except that Tenant may include the Building's,
Project's or Property's name in Tenant's address.
18. Landlord may from time to time adopt systems and procedures for the security and safety of the Building and Property,
its occupants, entry, use and contents. Tenant, its agents, employees, contractors, guests and invitees shall comply with
Landlord's systems and procedures. Tenant shall comply with all safety, fire protection and evacuation procedures and
regulations established by any governmental agency. 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.
19. No Tenant is allowed to unload, unpack, pack or in any way manipulate any products, materials or goods in the
common areas of the Property including the parking and driveway areas of the Property. All products, goods and
materials must be manipulated, handled, kept, and stored within the Tenant's Premises and not in any exterior areas,
including, but not limited to, exterior dock platforms, against the exterior of the Building, parking areas and driveway
areas of the Property. Tenant also agrees to keep the exterior of the Premises clean and free of nails, wood, pallets,
packing materials, barrels and any other debris produced from their operation. All products, materials and goods are
to enter and exit the Premises by being loaded or unloaded through dock high doors into trucks and or trailers, over
dock high loading platforms into trucks and or trailers or loaded or unloaded into trucks and or trailers within the
Premises through grade level door access. Movement in or out of the Building of furniture or office equipment, or
dispatch or receipt by Tenant of merchandise or materials requiring the use of elevators, stairways, lobby areas or
loading dock areas, shall be restricted to hours reasonably designated by Landlord. Tenant shall obtain Landlord's
prior approval by providing a detailed listing of the activity, which approval shall not be unreasonably withheld. If
approved by Landlord, the activity shall be under the supervision of Landlord and performed in the manner required
by Landlord. Tenant shall assume all risk for damage to articles moved and injury to any persons resulting from the
activity. If equipment, property, or personnel of Landlord or of any other party is damaged or injured as a result of or
in connection with the activity, Tenant shall be solely liable for any resulting damage, loss or injury. Tenant shall not
make deliveries to or from the Premises in a manner that might interfere with the use by any other tenant of its premises
or of the Common Areas, any pedestrian use, or any use which is inconsistent with good business practice.
20. Smoking of any kind is strictly prohibited, at all times, at any location on the Property, except in the designated
smoking area which is located at the OUTSIDE PERIMETER OF THE BUILDING ONLY. Landlord may relocate the
designated smoking area at its sole discretion, at any time during the Term of this Lease.
{2095-00000100779281.3}
C-2
21. Tenant shall not use or permit the Premises to be used for the operation of a medical, recreational or any other type
of marijuana facility. Tenant shall not use or permit the Premises to be used to grow, cultivate, process, manufacture,
store, distribute or use a controlled substance in violation of Title 21 USC Controlled Substances Act Section 856(a),
or any similar or successor Laws now or hereinafter in effect. Tenant shall not produce, process, cultivate, distribute,
use, possess, manufacture, sell or grow marijuana, cannabis or any cannabinoid product in or on the Premises,
Building, Project or Property, regardless of the legality or illegality of the same.
Tenant shall be responsible for the observance of all of the foregoing Rules and Regulations and the Parking Rules and
Regulations set forth below by Tenant's employees, agents, clients, customers, invitees and guests. These Rules and
Regulations are in addition to, and shall not be construed to in any way modify, alter or amend, in whole or in part, the terms,
covenants, agreements and conditions of any lease of any premises in the Property. Landlord may waive any one or more of
these Rules and Regulations for the benefit of any particular tenant or tenants. but no such waiver by Landlord shall be
construed as a waiver of such Rules and Regulations in favor of any other tenant or tenants, nor prevent Landlord from
thereafter enforcing any such Rules and Regulations against any or all tenants of the Building.
PARKING RULES AND REGULATIONS
Cars must be parked entirely within painted stall lines.
2. All directional signs and arrows must be observed.
3. All posted speed limits for the parking areas shall be observed. If no speed limit is posted for an area, the speed
limit shall be five (5) miles per hour,
4. Parking is prohibited -
(a) in areas not striped for parking;
(b) in aisles;
(c) where "no parking" signs are posted;
(d) on ramps;
(e) in cross hatched areas; and
(f) in such other areas as may be designated by Landlord.
5. Handicap and visitor stalls shall be used only by handicapped persons or visitors, as applicable.
6. Parking stickers or any other device or farm of identification supplied by Landlord from time to time (if any) shall
remain the property of Landlord. Such parking identification device must be displayed as requested and may not
be mutilated in any manner. The serial number of the parking identification device may not be obliterated. Devices
are not transferable and any device may not be obliterated. Devices are not transferable and any device in
possession of any unauthorized holder will be void. There will be a replacement charge payable by the parker and
such packer's appropriate tenant equal to the amount posted from time to time by Landlord for loss of any
magnetic parking card or any parking sticker.
7. Every parker is required to park and lock his or her own car. All responsibility for damage to cars or persons is
assumed by the parker.
8, Loss or theft of parking identification devices must be reported to Landlord, and a report of such loss or theft must
be filed by the parker at that time. Any parking identification devices reported lost or stolen found on any
unauthorized car will be confiscated and the illegal holder will be subject to prosecution. Lost or stolen devices
found by the parker must be reported to Landlord immediately to avoid confusion.
9. Parking spaces are for the express purpose of parking one automobile per space. Washing, waxing, cleaning, or
servicing of any vehicle by the parker and/or such person's agents is prohibited. The parking areas shall not be
used for overnight or other storage for vehicles of any type.
10. Landlord reserves the right to refuse the issuance of parking identification or access devices to any tenant and/or
such tenant's employees, agents, visitors or representatives who willfully refuse to comply with the Parking Rules
and Regulations and/or all applicable governmental ordinances, laws, or agreements.
11. Tenant shall acquaint its employees, agents, visitors or representatives with the Parking Rules and Regulations,
as they may be in effect from time to time.
12_ Any monthly rental for parking shall be paid one month in advance prior to the first day of such month. Failure to
do so will automatically cancel parking privileges, and a charge of the prevailing daily rate will be due. No
deductions or allowances from the monthly rental for parking will be made for days a parker does not use the
parking facilities,
13. Each parker shall pay a reasonable deposit for any parking card issued to such a person. Such deposit shall be
paid at the time the parking card is issued and shall be forfeited if the parking card is lost. Such deposit shall be
returned without interest, at the time such person ceases to utilize the parking facilities, upon surrender of the
parking card. A reasonable replacement charge shall be paid to replace a lost card and an amount in excess of
the initial deposit may be charged as the replacement fee,
(2095-00000100779283; 3)
C-3
14. Except as provided above, No trucks, truck tractors, trailers or fifth wheel are allowed to be parked anywhere at any
time within the Property other than in Tenant's own truck dock well. Vehicles in violation of the above shall be
subject to tow -away, at vehicle owner's expense. Vehicles parked in public parking areas will be no larger than
full-sized passenger automobiles or standard pick-up trucks. Landlord reserves the right, without notice to
Tenant, to tow away at Tenant's sole cost and expense any vehicles parked in any parking area for any
continuous period of 24 hours or more, or earlier if Landlord, in its sole discretion, determines such parking to be
a hazard or inconvenience to other tenants or Landlord, or violates any rules or regulations or posted notices
related to parking. Landlord shall not be responsible for enforcing Tenant's parking rights against third parties.
From time to time, Landlord reserves the right, upon written notice to Tenant, to change the location, the
availability and nature of parking spaces, establish reasonable time limits on parking, and, on an equitable basis,
to assign specific spaces with or without charge to Tenant as Additional Rent.
15. Tenant shall at all times comply with all applicable Laws (as defined in the Lease) respecting the use of the parking
facility serving the Building.
16. LANDLORD SHALL NOT BE LIABLE FOR ANY LOSS, INJURY OR DAMAGE TO PERSONS USING THE
PARKING FACILITY OR AUTOMOBILES OR OTHER PROPERTY THEREIN, IT BEING AGREED THAT, TO
THE FULLEST EXTENT PERMITTED BY LAW, THE USE OF THE SPACES SHALL BE AT THE SOLE RISK
OF TENANT AND ITS EMPLOYEES. WITHOUT LIMITING THE FOREGOING, TENANT HEREBY
VOLUNTARILY RELEASES, DISCHARGES, WAIVES AND RELINQUISHES ANY AND ALL ACTIONS OR
CAUSES OF ACTION FOR PERSONAL INJURY OR PROPERTY DAMAGE OCCURRING TO TENANT
ARISING AS A RESULT OF PARKING IN THE PARKING FACILITY, OR ANY ACTIVITIES INCIDENTAL
THERETO, WHEREVER OR HOWEVER THE SAME MAY OCCUR, AND FURTHER AGREES THAT TENANT
WILL NOT PROSECUTE ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE AGAINST
LANDLORD OR ANY OF THE LANDLORD RELATED PARTIES FOR ANY SAID CAUSES OF ACTION. IN
ALL EVENTS, TENANT AGREES TO LOOK FIRST TO ITS INSURANCE CARRIER AND TO REQUIRE THAT
TENANT'S EMPLOYEES LOOK FIRST TO THEIR RESPECTIVE INSURANCE CARRIERS FOR PAYMENT OF
ANY LOSSES SUSTAINED IN CONNECTION WITH ANY USE OF THE PARKING FACILITY. TENANT
HEREBY WAIVES ON BEHALF OF ITS INSURANCE CARRIERS ALL RIGHTS OF SUBROGATION AGAINST
LANDLORD OR LANDLORD RELATED PARTIES.
17. Landlord hereby reserves the right to enter into a management agreement or lease with another entity for the
operation of the Parking Facility ("Operator"). In such event, Tenant, upon request of Landlord, shall enter into a
parking agreement upon substantially the same terms hereunder with the Operator and pay the Operator the
monthly charge established hereunder, and Landlord shall have no liability for claims arising through acts or
omissions of the Operator. It is understood and agreed that the identity of the Operator may change from time to
time during the Term. In connection therewith, any parking lease or agreement entered into between Tenant and
any Operator shall be freely assignable by such Operator or any successors thereto.
18. If Tenant defaults with respect to the same term or condition under these Parking Rules and Regulations more than
3 times during any 12 month period, and Landlord notifies Tenant thereof promptly after each such default, the next
default of such term or condition during the succeeding 12 month period, shall, at Landlord's election, constitute an
incurable default. Such cancellation right shall be cumulative and in addition 10 any other rights or remedies
available to Landlord at law or equity, or provided under the Lease (all of which rights and remedies under the Lease
are hereby incorporated herein, as though fully set forth). Any default by Tenant under these Parking Rules and
Regulations shall be a default under the Lease.
{2095-00000/00779283;3} C-4
EXHIBIT D
OPERATING EXPENSES
This Exhibit is attached to and made a part of the Lease by and between PS Business Parks, L.P., a California
limited partnership ("Landlord") and North America Car Service, LLC, a Washington Limited Liability Company
("Tenant") for space in the Building located at 879 Rainier Avenue North, Renton, WA 98057.
1. Operating Expenses. Tenant shall pay Tenant's Proportionate Share of the total amount of Operating Expenses
(defined below) for each calendar year during the Term.
1.01 "Operating Expenses" as used in the Lease shall include all costs and expenses related to the
ownership, management, operation, maintenance, replacement, improvement and repair of the Premises, Building,
Project and/or Property, or any part thereof, incurred by Landlord including but not limited to: (a) Property supplies,
materials, labor, equipment, and tools; (b) Utility and Service Costs (as further described in Section 1.03 below), security,
janitorial, trash removal, and all applicable service and maintenance agreements; (c) Property related legal, accounting,
and consulting fees, costs and expenses, including but not limited to the cost of contests of Real Property Taxes; (as
further described in Section 1,02 below); (d) Insurance Premiums for all policies deemed necessary by Landlord and/or its
lenders, and all deductible amounts under such policies (as further described in Section 1.04 below): (e) costs and
expenses of operating, maintaining, and repairing the Property, including but not limited to all interior areas and also
driving, parking, loading, and other paved or unpaved areas (including but not limited to, resurfacing and striping and any
snow and ice removal Landlord elects to conduct), landscaped areas (including but not limited to, tree trimming), building
exteriors (including but not limited to, painting and roof work), signs and directories, and lighting; (f) capital improvements
and replacements (including but not limited to, all financing costs and interest charges); (g) compensation (including but
not limited to, any payroll taxes, worker's compensation for employees, and customary employee benefits) of all persons,
including independent contractors, who perform duties, or render services on behalf of, or in connection with the Property,
or any part thereof, including but not limited to, Property operations, maintenance, repair, and rehabilitation; (h) Property
management fees and the cost of providing space used by the Property manager; and (i) Real Property Taxes.
1.02 "Real Property Taxes" shall include any fee, license fee, tax, levy, charge, or assessment (hereinafter
individually and/or collectively referred to as "Tax") imposed by any authority having the direct or indirect power to tax and
where such Tax is imposed against the Property, or any part thereof, or Landlord in connection with its ownership or
operation of the Property, including but not limited to: (a) any Tax on rent or Tax against Landlord's business of leasing
the Property; (b) any Tax by any authority for services or maintenance provided to the Property, or any part thereof,
including but not limited to, fire protection, streets, sidewalks, and utilities; (c) any Tax on real estate or personal property
levied with respect to the Property, or any part thereof, and any fixtures and equipment and other property used in
connection with the Property; (d) any Tax based upon a reassessment of the Property due to a change in ownership or
transfer of all or part of Landlord's interest in the Property; and, (e) any Tax replacing, substituting for, or in addition to any
Tax previously included in this definition. Real Property Taxes do not include Landlord's federal or state net income
taxes.
1.03 "Utility and Service Costs" shall include all Landlord incurred utility and service costs and expenses
including but not limited to costs related to water and plumbing, electricity, gas, lighting, steam, sewer, waste disposal,
and HVAC, and all costs related to plumbing, mechanical, electrical, elevator, HVAC, and other systems.
1.04 "Insurance Premiums" shall include all insurance premiums for all insurance policies maintained by
Landlord from time to time related to the Property.
1.05 Throughout the Term, Tenant will pay as Additional Rent its Proportionate Share (of the Project, Property
and/or Building, as designated from time to time by Landlord) of Operating Expenses which will be equal to each calendar
year's total Operating Expenses multiplied by Tenant's Proportionate Share. Estimated payments shall be made monthly
on or before the first day of each calendar month each in the amount of Landlord's then current estimate as outlined
below Tenant's Proportionate Share will be prorated for partial months. All Operating Expenses will be adjusted, at the
election of Landlord, to reflect 95% occupancy during any calendar year in which the Project is not fully occupied_
1.06 Tenant's Proportionate Share of Operating Expenses shall be determined and paid as follows.-
(a)
ollows:
(a) Tenant's Operating Expense estimates: As soon as is practical following the end of each
calendar year, Landlord will provide Tenant with a determination of (a) Tenant's annual share of
estimated Operating Expenses for the then current calendar year; (b) Tenant's monthly Operating
Expense estimate for the then current year; and, (c) Tenant's retroactive estimate correction
billing (for the period of January 151 through the date immediately prior to the commencement date
of Tenant's new monthly Operating Expense estimate) for the difference between Tenant's new
and previously billed monthly Operating Expense estimates for the then current year
(b) Tenant's Proportionate Share of actual annual Operating Expenses: Each year, Landlord will
provide Tenant with a determination reflecting the total Operating Expenses for the previous
calendar year. If the total of Tenant's Operating Expense estimates billed for the previous
calendar year are less than Tenant's Proportionate Share of the actual Operating Expenses, the
determination will indicate the payment amount and date due. If Tenant has paid more than its
Proportionate Share of Operating Expenses for the preceding calendar year, Landlord will credit
the overpayment toward Tenant's future Operating Expense obligations. Monthly Operating
Expense estimates are due on the 19 of each month and shall commence in the month specified
by Landlord. Tenants retroactive estimate correction, and actual annual Operating Expense
charges, if any, shall be due, in full, on the dale(s) specified by Landlord.
2. Unless Landlord otherwise elects, Tenant shall pay each Operating Expense in accordance with Tenant's
Proportionate Share of the Building or Tenant's Proportionate Share of the Project or the Property, whichever is
(2095-00000100779283;3)
D-1
designated by Landlord. Landlord shall have the right to make allocations ("Allocations") to Tenant of any one or more
Operating Expenses on a different basis. Landlord shall have the right to make any such Allocations in any manner which
Landlord deems reasonable (including use of estimates). For example, if Landlord deems it reasonable to do so,
Landlord shall have the right to elect at any time and from time to time (a) to make any Allocation of one or more
Operating Expenses based upon Tenant's Proportionate Share of the Building and to make other Allocations on Tenant's
Proportionate Share of the Project or the Property, (b) to make Allocations of certain Operating Expense items among
less than all Tenants and/or other than based upon the respective square footages of the Tenants, (c) to make different
Allocations for different Operating Expenses, and/or (d) to alter an Allocation or the method of determining an Allocation
from time to time. In no event shall Landlord be liable to Tenant based upon any incorrect or disputed Allocation nor shall
Tenant have any right to terminate the Lease by reason of any such Allocation.
3. Tenant, within 60 days after receiving Landlord's determination of Operating Expenses, may give Landlord written
notice ("Review Notice") that Tenant intends to review Landlord's records of the Operating Expenses (excluding Real
Property Tax) for the calendar year to which the statement applies. Within a reasonable time after receipt of the Review
Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to
conduct its review. If any records are maintained at a location other than the management office for the Building, Tenant
may either inspect the records aU such other location or pay for the reasonable cost of copying and shipping the records.
If Tenant retains an agent to review Landlord's records, the agent must be with a CPA firm licensed to do business in the
state where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the
audit. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written
notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement of Operating Expenses
for that year. If Tenant fails to give Landlord an Objection Notice within the 90 -day period or fails to provide Landlord with
a Review Notice within the 60 -day period described above, Tenant shall be deemed to have approved Landlord's
determination of Operating Expenses and shall be barred from raising any claims regarding Operating Expenses for that
year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to
resolve any issues raised in Tenant's Objection Notice If Landlord and Tenant determine that Operating Expenses for
the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of
Tenant's Proportionate Share of Operating Expenses in the amount of the overpayment by Tenant. Likewise, if Landlord
and Tenant determine that Operating Expenses for the calendar year are greater than reported, Tenant shall pay Landlord
the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential_ In no
event shall Tenant be permitted to examine Landlord's records or to dispute any statement of Operating Expenses unless
Tenant has paid and continues to pay all rent when due.
(2095-00000100779283; 3)
D-2