HomeMy WebLinkAboutEx20_Parking_AgreementBASIC LEASE INFORMATION
MULTI.TENANT OFFICE NET
LEASE DATE:
TENANT:
TENANT'S NOTICE ADDRESS:
TENANT
CONTACT:
LANDLORD:
LANDLORD'S NOTICE ADDRESS:
LANDLORD'S RENT REMITTAIICE
ADDRESS:
Project Description:
Building Description:
Premises:
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Office Net Lease (10.1)
And to:
Blue Origin
21218 76th Ave S
Kent, WA 98032
Attn: Legal Department
Tony Hardenbrook PHONE NUMBER: 253437-9300
Iuly 16,2021
BLUE ORIGIN, LLC, a Washington limited liability
company
Blue Origin
21218 76th Ave S
Kent, WA 98032
Attn: Tony Hardenbrook- Director of Facilities
LANDMARK OFFTCE PARTNERS, LLC,
a Delaware limited liability company
Landmark Office Parlners, LLC
30242Esperunza
Rancho Santa Margarita, Califomia 92688
Attention: General Counsel
with a copy to:
JSH Properties, Inc.
14900 Interurban Avenue SO, Suite 130
Tukwila, Washington 98 I 68
Attention; Landmark Manager
Landmark Office Partners, LLC
P.O, Box 398449
San Francisco, California 94139 -8449
That certain 2 building ofhce project commonly known as The
Landmark, located in Renton, Washington
160l East Valley Road, Renton, Washington, commonly
known as Landmark East, located on the land described on
Exhibit B-1 attached hereto.
Approximately 92,834 rentable square feet, consisting of
(i)73,544 rentable square feet known as Suites 300 and 400,
comprised of the entire third (3'd) and fourth (4th) floors of the
Basic Lease Information Page i
EXHIBIT 20
RECEIVED
Clark Close 05/31/2022
PLANNING DIVISION
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Permitted Use:
Parking Density:
Parking and Parking Charge:
Term, Commencement Date & Expiration
Date:
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Building (the "Initial Premises"), (iD 18,201 rentable square
feet known as Suire 100 of rhe Building ("Suite 100"), and
(iii) 1,089 rentable square feet known as Suite 1008 IT Room
of the Building (the "IT Room").
General office use.
5.5 parking spaces per 1,000 rentable square feet of the
Premises
510 total spaces at $0.00 per pass / per month, comprised of
506 unreserved parking spaces and 4 reserved spaces for
Tenant's Charging Stations (as defined in Paragraph 39.8
below).
"Term": The period commencing on the Commencement
Date (defined below) and, unless terminated earlier in
accordance with this Lease, ending on the last day of the 64th
full calendar month following the Cornmencement Date (the
"Expiration Date").
The "Commencement Date" is the earlier of (i) the date on
which Tenant completes the Tenant Improvements in the
Initial Premises, or (ii) October l, 2021. Landlord shall cause
the Delivery Date (defined below) to occur within one (1)
business day after the mutual execution and delivery hereof.
As used herein, "Delivery Date" means the date on which
Landlord tenders possession of the Initial Premises to Tenant
free from occupancy by any pafiy. During the period
beginning on the Delivery Date and ending on the date
immediately preceding the Commencement Date, all
provisions of this Lease shall apply as if the Commencement
Date had occurred; provided, however, that during such period
(a) Tenant shall not be required to pay Base Rent and Tenant's
Proportionate Share of Operating Expenses, and (b) Tenant
may not conduct business in the Premises.
The term for Suite 100 shall commence on the date (the
"Suite 100 Commencement Date") that is 60 days following
the Suite 100 Delivery Date (defined below) and shall end on
the Expiration Date. As used herein, "Suite 100 Delivery
Date" means the date on which Landlord tenders possession
of Suite 100 to Tenant free from occupancy by any party,
which is anticipated to occur on October l, 2021. During the
period beginning on the Suite 100 Delivery Date and ending
on the date immediately preceding the Suite 100
Commencement Date, all provisions of this Lease shall apply
as if the Suite 100 Commencement Date had occurred;
provided, however, that during such period (a) Tenant shall
not be required to pay Base Rent and Tenant's Proportionate
Share ofOperating Expenses, and (b) Tenant may not conduct
business in Suite 100.
The term for the IT Room shall commence on the date (the
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Rent:
Base Rent:
Estimated First Year Operating Expenses:
Security Deposit:
Guarantor[sl:
Tenant's Proportionate Share:
Of Building:
Of Project:
Assignment/Subletting X'ee:
Broker(s):
Landlord Work:
Allowance:
Business Day(s):
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"IT Room Commencement Date") that is 60 days following
the IT Room Delivery Date (defined below) and shall end on
the Expiration Date. As used herein, "IT Room Delivery
Date" means the date on which Landlord tenders possession
of IT Room to Tenant free from occupancy by any party,
which is anticipated to occur on January 3,2022. During the
period beginning on the IT Room Delivery Date and ending
on the date immediately preceding the IT Room
Commencement Date, all provisions of this Lease shall apply
as if the IT Room Commencement Date had occurred;
provided, however, that during such period (a) Tenant shall
not be required to pay Base Rent and Tenant's Proportionate
Share ofOperating Expenses, and (b) Tenant may not conduct
business in the IT Room.
*Base Rent is subject to abatement pursuant to Paragraph 6.C
ofthe Lease.
$75,195.54 per month for the Premises
None.
None.
65.93%
33.90%
$2,000.00
Kidder Mathews, representing Tenant
Jones Lang LaSalle, representing Landlord
None,
$35.00 per rentable square foot of the Premises.
Monday through Friday of each week, exclusive of New
Yearns Day, Presidents Day, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day
("Holidays"). Landlord may designate additional Holidays
(
Monthly Monthlv Monthly
Period $/SF/yr Ste 100,300
& 400
Suite 1008 Total
Month 1- 12 $20.00 $152.908.33 $ r,815.00 $1s4,723.33
Month 13 -24 $20.75 $ 158,642.40 $1,883.06 $160,52s.46
Month 25 -36 $21.50 $164,376.46 $1,95r.13 $166,327.s9
Month 37 -48 $22.2s $170.1 10.52 $2,019.19 $r72,129.71
Month 49 -60 $23.00 $ 17s.844.58 s2,087.2s $177,931.83
Month 6l -64 $23.7s $ 181.578.65 $2,r55.31 $ 183,733.96
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that are commonly recognized by other office buildings in the
area where the Building is located by delivering written notice
at the beginning ofthe applicable calendar year.
7:00 l,.u. to 5:00 p.tvt. on Business Days.Building Business Hours:
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[REMAINDER OF PAGE INTENTIONALLY LEF'T BLANKI
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The foregoing Basic Lease Information is incorporated into and made a part of this Lease. The Lease includes
Exhibits A through H, all of which are incorporated herein and made a part of this Lease. Each reference in this
Lease to any of the Basic Lease Information shall mean the respective information above and shall be construed to
incorporate all of the terms provided under the particular Lease paragraph pertaining to such information. In the
event of any conflict between the Basic Lease Information and the Lease, the latter shall control.
LANDLORD TENANT
LANDMARK OFFICE PARTNERS, LLC,
a Delaware limited liability company
BLUE ORIGIN, LLC,
bility company
By: Landmark Office Investors, LLC,
a Delaware limited liability company,
its sole member
By; Kairos Investment Management Company, LLC,
a Delaware limited liability company,
its manager
Name
Dated:
By:
2021
By:qL p nd-pJl/\
Nam6: Jonathan A. Needell
Title: President and Chief Investment Officer
I
lated: \l 1-\ ,zo2t\
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TABLE OF CONTENTS
Page
Basic Lease Information
Table of Contents
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
11.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
31.
32.
JJ.
34.
35.
36.
Jt.
38.
39.
40.
Premises
Possession and Lease Commencement
Term............
Use
Rules and Regulations..
Rent
Operating Expenses
Insurance and Indemnification
Waiver of Subrogation......................
Landlordts Repairs and Maintenance.
Tenant's Repairs and Maintenance.....
Alterations
10
l0
l0
Inspection/Posting Notices ....................
Services and Utilities..
Subordination
Financial Statements...
Estoppel Certificate....
Security Deposit.........
Limitation of Tenant's Remedies.....
Assignment and Sub|etting...................
Authority,...
Casualty Damage.........
Holding Over
Liens......
Intentionally Omitted........
Transfers by Landlord
Right of Landlord to Perform Tenant's Covenants...
Waiver....,...
Notices
Attorneyst tr'ees............
Successors and Assigns
Surrender of Premises
Parking
Additional Provisions
Jury Trial Waiver; Judicial Reference.
22
22
22
22
22
23
23
23
.23
.23
.24
Signatures
26
3Z
34
Exhibits:
Exhibit A
Exhibit B
............. Premises Description
Site Plan, Project Description
Legal DescriptionExhibit B-l
Exhibit C..
Exhibit D..
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....... Commencement Date Letter
Tenant Improvement Agreement
1
I
2
2
J
4
5
8
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Exhibit E.................
Exhibit F .................
Exhibit c ................
Exhibit H.....
.. Rules and Regulations
......,... Location of Charging Stations
....Fomr of Bill of Sale
..........Dog Relief Area
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LEASE
THIS LEASE is made as of the Lease Date set forth in the Basic Lease Infonnation, by and between LANDMARK
OFFICE PARTNERS, LLC, a Delaware limited liability company (hereinafter called "Landlord"), and BLUE
ORIGIN, LLC, a Washington limited liabilify company (hereinafter called "Tenant").
I. PREMISES
Landlord leases to Tenant and Tenant leases from Landlord, upon the terms and conditions hereinafter set forth, those
premises (the "Premises") outlined on Exhibit A and described in the Basic Lease Information. If the Premises include one
or more floors in their entirety, all corridors and restroom facilities located on such full floor(s) shall be considered part of the
Premises. Landlord and Tenant acknowledge that the rentable square footage of the Premises is correct; provided, however,
that Landlord may from time to time remeasure the Premises and/or the Building in accordance with generally accepted
remeasurement standards selected by Landlord and adjust Tenant's Proportionate Share based on such remeasurement;
provided further, however, that any such remeasurement based on a change in measurement standard only shall not affect the
amount of Base Rent payable for the Premises (as defined herein) or any allowance applicable to the initial Term and based
on the Premises. The Premises shall be all or part of a building (the "Building") and of a project (the "Project"), which may
consist of more than one building and additional facilities, as described in the Basic Lease Information. The Building and
Project are generally depicted on Exhibit B. Landlord and Tenant acknowledge that physical changes may occur from time
to time in the Premises, Building or Project, and that the number of buildings and additional facilities which constitute the
Project may change from time to time, which may result in an adjustment in Tenant's Proportionate Share, as defined in the
Basic Lease Infomation, as provided in Paragraph 7.A.
2. POSSESSION AND LEASE COMMENCEMENT
A. The term commencement date ("Commencement Date") shall be the date set forth in the Basic Lease Information.
(1) Delay in Possession. If for any reason Landlord cannot deliver possession of the Initial Premises,
Suite 100 or the IT Room, respectively, to Tenant on the scheduled Delivery Date, Suite 100 Delivery Date or IT
Room Delivery Date, respectively, Landlord shall not be subject to any liability therefor, nor shall Landlord be in
default hereunder nor shall such failure affect the validity ofthis Lease, and Tenant agrees to accept possession of
the application portion of the Premises at such time as Landlord is able to deliver the same, which date shall then be
deemed the Delivery Date, Suite 100 Delivery Date or IT Room Delivery Date, as applicable. Tenant shall not be
liable for any Rent (defined below) for any period prior to the Commencement Date, Suite 100 Commencement
Date or IT Room Commencement Date, as applicable. Notwithstanding the foregoing, provided that this Lease is
properly executed and delivered by Tenant and Tenant has delivered all prepaid rental and insurance certiflcates
required under this Lease are delivered to Landlord (collectively, the "Abatement Conditions"):
(a) if the Delivery Date has not occurred on or before the date that is ten (10) days following the
mutual execution and delivery ofthis Lease by Landlord and Tenant and receipt by Landlord ofinsurance
certificates requires hereunder (the "Outside Initial Premises Delivery Date"), Tenant shall be entitled to
an abatement of Base Rent in an amount equal to $8,059.62 for every day in the period beginning on the
Outside Initial Prernises Delivery Date and ending on the date that Landlord delivers the Initial Premises to
Tenant.
(b) if the Suite 100 Delivery Date has not occurred on or before the anticipated Suite 100 Delivery
Date (i.e., October l, 2021) (the "Outside Suite 100 Delivery Date"), Tenant shall be entitled to an
abatement of Base Rent in an amount equal $1,994.63 for every day in the period beginning on the Outside
Suite I 00 Delivery Date and ending on the date that Landlord delivers Suite 100 to Tenant.
(c) if the IT Room Delivery Date has not occurred on or before the anticipated IT Room Delivery
Date (i.e., January 3, 2022) (the "Outside IT Room Delivery Date"), Tenant shall be entitled to an
abatement of Base Rent in an amount equal $l 19.34 for every day in the period beginning on the Outside
IT Room Delivery Date and ending on the date that Landlord delivers IT Room to Tenant.
(d) Landlord and Tenant acknowledge and agree that: (a) the determination of the Delivery Date,
Suite 100 Delivery Date and IT Room Delivery Date shall take into consideration the effect of any delays
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caused by Tenant; and (b) the Outside Delivery Date, Outside Suite 100 Delivery Date and Outside IT
Room Delivery Dates shall each be postponed by the number of days the Delivery Date, Suite 100 Delivery
Date and IT Roorn Delivery Date, as applicable, is delayed due to events of Force Majeure as described in
Paragraph 35 below. If Tenant fails to satisfu the Abatement Conditions, the provisions of this Section
shall be null and void and ofno further force and effect. Tenant shall, at Landlord's request, execute and
deliver a memorandum agreement provided by Landlord, setting forth the actual Delivery Date, Suite 100
Delivery Date or IT Room Delivery Date. Should Tenant fail to do so within five (5) days after Landlord's
request, the information set forth in such memorandum provided by Landlord shall be conclusively
presumed to be agreed and correct.
(2) Acceptance of Premises. Tenant acknowledges that Tenant has inspected and accepts the Premises in
their present condition and configuration, "as is," and as suitable for, the Permitted Use (as defined below), and for
Tenant's intended operations in the Premises. Tenant agrees that the Premises and other improvements are in good
and satisfactory condition as ofwhen possession was taken. Tenant further acknowledges that no representations as
to the condition or repair of the Premises and/or Project nor promises to alter, remodel or improve the Premises
and/or Project have been made by Landlord or any agents of Landlord unless such are expressly set forth in this
Lease. However, notwithstanding the foregoing, Landlord agrees that the doors, and base Building electrical,
heating, ventilation and air conditioning and plumbing systems located in the Premises shall be in good working
order as of the date Landlord delivers possession of the Premises to Tenant. Except to the extent caused by the acts
or omissions of Tenant or Tenant's Parties or by any alterations or improvements performed by or on behalf of
Tenant, if such systems are not in good working order as of the date possession of the Premises is delivered to
Tenant and Tenant provides Landlord with notice of the same within thirty (30) days following the date Landlord
delivers possession of the Premises to Tenant, Landlord shall be responsible for repairing or restoring the same.
(3) Commencement Date Letter. Upon Landlord's request, Tenant shall promptly execute and return to
Landlord a "Commencement Date Letter" on the form attached hereto as Exhibit C in which Tenant shall agree,
among other things, to acceptance of the applicable portion of the Premises and to the detennination of the
applicable commencement date, in accordance with the terms of this Lease, but Tenant's failure or refusal to do so
shall not negate Tenant's acceptance of the Premises or affect determination of the applicable commencement date.
Should Tenant fail to do so within thirty (30) days after Landlord's request, the information set forth in such letter
provided by Landlord shall be conclusively presumed to be agreed and correct.
3. TERM
The term of this Lease (the "Term") shall commence on the Commencement Date and continue in full force and effect
for the Term of this Lease as provided in the Basic Lease Information or until this Lease is terminated as otherwise provided
herein. If the Commencement Date is a date other than the first day of the calendar month, the Term shall be the number of
months of the length of Term in addition to the remainder of the calendar month following the Commencement Date.
4. USE
A. General. Tenant shall use the Premises for the permitted use specified in the Basic Lease Information ("Permitted
Use") and for no other use or purpose. Tenant shall control Tenant's employees, agents, customers, visitors, invitees,
licensees, contractors, assignees and subtenants (each a "Tenant Party" and collectively, "Tenant's Parties") in such a
manner that Tenant and Tenant's Parties cumulatively do not exceed the parking density (the "Parking Density") specified
in the Basic Lease Information at any time. Tenant shall pay the Parking Charge specified in the Basic Lease Information as
Additional Rent (as hereinafter defined) hereunder. Tenant shall use the Premises in a careful, safe and proper manner. So
long as Tenant is occupying the Premises, Tenant and Tenant's Parties shall have the nonexclusive right to use, in common
with other parties occupying the Building or Project, the portions of the Building or Project that are designated from time to
time by Landlord for such common use, subject to the tenns of this Lease and such rules and regulations as Landlord may
from time to time prescribe. Landlord reserves the right, without notice or liability to Tenant, and without the same
constituting an actual or constructive eviction, to alter or modif, the common areas frorn time to time, including the location
and configuration thereof, and the amenities and facilities which Landlord may determine to provide from time to time.
B. Limitations. Tenant shall not permit any odors, smoke, dust, gas, substances, noise or vibrations to emanate from
the Premises or from any portion of the cornmon areas as a result of Tenant's or any Tenant's Party's use thereof, nor take
any action which would constitute a nuisance or would disfurb, obstruct or endanger any other tenants or occupants of the
Building or Project or elsewhere, or unreasonably interfere with their use of their respective premises or common areas,
Tenant shall not bring upon the Premises or any portion of the Project or use the Premises or permit the Premises or any
portion thereof to be used for the growing, manufacturing, administration, distribution (including without limitation, any
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retail sales), possession, use or consumption ofany cannabis, marijuana or cannabinoid product or compound, regardless of
the legality or illegality of the same. Storage outside the Premises of materials, vehicles or any other items is prohibited.
Tenant shall not use or allow the Premises to be used for any unlawful purpose, nor shall Tenant cause or maintain or pennit
any nuisance in, on or about the Premises. Tenant shall not commit or suffer the commission of any waste in, on or about the
Premises. Tenant shall not allow ot give notice of any sale by auction upon the Premises, or place any loads upon the floors,
walls or ceilings which could endanger the structure, or place any hamrful substances in the drainage system of the Building
or Project. No waste, materials or refuse shall be dumped upon or permitted to remain outside the Premises. Landlord shall
not be responsible to Tenant for the non-compliance by any other tenant or occupant of the Building or Project with any of
the above-referenced rules or any other terms or provisions of such tenant's or occupant's lease or other contract. The
Premises shall not be used as a place of public accommodation under the Americans With Disabilities Act or similar statute
or ordinance or any regulation promulgated thereunder, all as may be amended from time to time.
C. Compliance with Laws. By entering the Premises, Tenant accepts the Premises in the condition existing as of the
date of such entry. Tenant shall at its sole cost and expense strictly comply with all existing or future applicable municipal,
state and federal and other governmental statutes, rules, requirements, regulations, laws and ordinances, including zoning
ordinances and regulations, and covenants, easements and restrictions ofrecord governing and relating to the use, occupancy
or possession of the Premises, to Tenant's use of the common areas, or to the use, storage, generation or disposal of
Hazardous Materials (hereinafter defined) (collectively "Laws"). Tenant shall at its sole cost and expense obtain any and all
licenses or permits necessary for Tenant's use of the Premises. Tenant shall at its sole cost and expense promptly comply
with the requirements of any board of fire underwriters or other similar body now or hereafter constituted. Tenant shall not
do or pennit anything to be done in, on, under or about the Project or bring or keep anything which will in any way increase
the rate ofany insurance upon the Premises, Building or Project or upon any contents therein or cause a cancellation ofsaid
insurance or otherwise affect said insurance in any manner. As of the date hereof, to Landlord's actual knowledge, Landlord
has not received written notice from any governmental agencies that the Building is in violation of Laws, including Title III
of the Americans with Disabilities Act. Further, Landlord represents that Landlord has no actual knowledge of any
Hazardous Materials present in the Building in amounts and conditions which are in violation of applicable Laws. For
purposes of this Paragraph, "Landlord's actual knowledge" and "knowledge" shall be deemed to mean and limited to the
current actual knowledge of the Property Manager at the time of execution of this Lease and not any implied, imputed, or
constructive knowledge of said individual or of Landlord or any Landlord of Landlord's agents, employees or related entities
and without any independent investigation or inquiry having been made or any iurplied duty to investigate or make any
inquiries; it being understood and agreed that such individual shall have no personal liability in any manner whatsoever
hereunder or otherwise related to the transactions contemplated hereby.
D. Hazardous Materials. As used in this Lease, "Hazardous Materials" shall include, but not be limited to,
hazardous, toxic and radioactive materials and wastes, flammables, explosives or other similar substances, petroleum
products or derivatives or any substance subject to regulation by or under any federal, state and local laws and ordinances
relating to the protection of the environment including those substances defined as "hazardous substances," "hazardous
materials," "hazardous wastes," "toxic substances," or other similar designations in any Law. Tenant shall not cause, or
allow any ofTenant's Parties to cause, any Hazardous Materials to be handled, used, generated, stored, released or disposed
of in, on, under or about the Premises, the Building or the Project or surrounding land or environrnent in violation of any
Laws. Tenant must obtain Landlord's written consent prior to the introduction of any Hazardous Materials onto the Project.
Notwithstanding the foregoing, Tenant may handle, store, use and dispose of products containing small quantities of
Hazardous Materials for "general office purposes" (such as toner for copiers) to the extent customary and necessary for the
Permitted Use of the Premises; provided that Tenant shall always handle, store, use, and dispose of any such Hazardous
Materials in a safe and lawful manner and never allow such Hazardous Materials to contaminate the Premises, Building, or
Project or surrounding land or environment. Tenant shall immediately notif' Landlord in writing of any Hazardous
Materials' contamination of any portion of the Project of which Tenant becomes aware, whether or not caused by Tenant.
Landlord shall have the right at all reasonable times and if Landlord determines in good faith that Tenant may not be in
compliance with this Paragraph 4.D to inspect the Premises and to conduct tests and investigations to determine whether
Tenant is in compliance with the foregoing provisions, the costs of all such inspections, tests and investigations to be borne
by Tenant. Neither the consent by Landlord to the use, generation, storage, release or disposal of Hazardous Materials nor
the strict compliance by Tenant with all laws pertaining to Hazardous Materials shall excuse Tenant from Tenant's obligation
of indemnification pursuant to this Paragraph 4.D.
5. RULESANDREGULATIONS
Tenant shall faithfully observe and comply with the building rules and regulations attached hereto as Exhibit E and any
other rules and regulations and any modifications or additions thereto which Landlord may from time to time prescribe in
writing for the purpose of maintaining the proper care, cleanliness, safety, traffic flow and general order of the Premises or
the Building or Project; provided that Landlord provide Tenant with not less than thirty (30) days advance notice thereofand
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that any such change (i) shall not require Tenant to pay additional Rent, (ii) shall not materially adversely affect Tenants
rights and obligations under the Lease, and (iii) shall be applied equitably to all tenants of the Building. Tenant shall cause
Tenant's Parties to comply with such rules and regulations. Landlord shall not be responsible to Tenant for the non-
compliance by any other tenant or occupant of the Building or Project with any of such rules and regulations, any other
tenant's or occupant's lease or any Laws. In the event of any conflict between the rules and regulations and the terms and
conditions of this Lease, the terrrs and conditions of this Lease shall control.
6. RENT
A. Base Rent. Tenant shall pay to Landlord and Landlord shall receive, without notice or demand throughout the
Term, Base Rent as specified in the Basic Lease Information, payable in monthly installments in advance on or before the
first day of each calendar month, in lawful money of the United States, without deduction or offset whatsoever, at the
Remittance Address specified in the Basic Lease Information or to such other place as Landlord may from time to time
designate in writing. At Landlord's election, and upon written notice to Tenant, all payments required to be made by Tenant
to Landlord hereunder (or to such other party as Landlord may from time to time specifu in writing) shall be made by
Electronic Fund Transfer of immediately available federal funds before l1:00 a.m., Eastem Time, at such place, within the
continental United States, as Landlord may from time to time designate to Tenant in writing. Base Rent and Tenant's
Proportionate Share of Operating Expenses for the fifth full month of the Term shall be paid by Tenant upon Tenant's
execution of this Lease. If the obligation for payment of Base Rent commences on a day other than the first day of a month,
then Base Rent shall be prorated and the prorated installment shall be paid on the first day of the calendar month next
succeeding the Commencement Date. The Base Rent payable by Tenant hereunder is subject to adjustment as provided
elsewhere in this Lease, as applicable. As used herein, the term "Base Rent" shall mean the Base Rent specified in the Basic
Lease Information as it may be so adjusted from time to time. The obligation of Tenant to pay Base Rent and other sums to
Landlord and the obligations ofLandlord under this Lease are independent obligations.
B. Additional Rent. A11 monies other than Base Rent required to be paid by Tenant hereunder, including, but not
limited to, Tenant's Proportionate Share of Operating Expenses, as specified in Paragraph 7 of this Lease, charges to be paid
by Tenant under Paragraph 15, the interest and late charge described in Paragraphs 26.D. and E., and any monies spent by
Landlord pursuant to Paragraph 30, shall be considered additional rent ("Additional Rent"). Except as otherwise provided
herein, all items of Additional Rent shall be paid within 30 days after Landlord's request for payment. "Rent" shall mean
Base Rent and Additional Rent.
C. Abated Base Rent.
(1) Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease, Tenant
shall be entitled to an abatement of Base Rent with respect to the Initial Premises, as originally described in this Lease, in the
amount of $122,573.33 per month for each of the first four (4) full calendar months of the initial Term. The maximum total
amount of Base Rent abated with respect to the Premises in accordance with the foregoing shall equal $490,293.32 (the
"Abated Initial Premises Base Rent"). If Tenant defaults under this Lease at any time during the Temr (as the same may be
extended) and fails to cure such default within any applicable cure period under this Lease, then all unamortized Abated
Initial Premises Base Rent (i.e. based upon the amortization of the Abated Initial Premises Base Rent in equal monthly
amounts, without interest, during the period commencing on the Commencement Date and ending on the original Expiration
Date) shall immediately become due and payable. Only Base Rent shall be abated pursuant to this Paragraph, as more
particularly described herein, and Tenant's Proportionate Share ofOperating Expenses and all other Rent and other costs and
charges specified in this Lease shall remain as due and payable pursuant to the provisions ofthis Lease.
(2) Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease, Tenant
shall be entitled to an abatement of Base Rent with respect to Suite 100, as originally described in this Lease, in the amount
of $30,335.00 per month for each of the first four (4) full calendar months following the Suite 100 Commencement Date.
The maximum total amount of Base Rent abated with respect to the Premises in accordance with the foregoing shall equal
$121,340.00 (the "Abated Suite 100 Base Rent"). If Tenant defaults under this Lease at any time during the Term (as the
same may be extended) and fails to cure such default within any applicable cure period under this Lease, then all unamortized
Abated Suite 100 Base Rent (i.e. based upon the amortization of the Abated Suite 100 Base Rent in equal monthly amounts,
without interest, during the period commencing on the Suite 100 Commencement Date and ending on the original Expiration
Date) shall immediately become due and payable. Only Base Rent shall be abated pursuant to this Paragraph, as more
particularly described herein, and Tenant's Proportionate Share ofOperating Expenses and all other Rent and other costs and
charges specified in this Lease shall remain as due and payable pursuant to the provisions ofthis Lease.
(3) Noturithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease, Tenant
shall be entitled to an abatement of Base Rent with respect to the IT Room, as originally described in this Lease, in the
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amount of $1,815.00 per month for each of the fitst four (4) full calendar months following the IT Room Commencement
Date. The maximunt total amount of Base Rent abated with respect to the Premises in accordance with the foregoing shall
equal $7,260.00 (the "Abated IT Room Base Rent"). If Tenant defaults under this Lease at any time during the Tenn (as
the same may be extended) and fails to cure such default within any applicable cure period under this Lease, then all
unamortized Abated IT Room Base Rent (i.e. based upon the amortization of the Abated IT Room Base Rent in equal
monthly amounts, without interest, during the period commencing on the IT Room Commencement Date and ending on the
original Expiration Date) shall immediately become due and payable. Only Base Rent shall be abated pursuant to this
Paragraph, as more particularly described herein, and Tenant's Proportionate Share ofOperating Expenses and all other Rent
and other costs and charges specified in this Lease shall remain as due and payable pursuant to the provisions of this Lease.
7. OPERATINGEXPENSES
A. Operating Expenses. In addition to the Base Rent required to be paid hereunder, Tenant shall pay as Additional
Rent, Tenant's Proportionate Share of the Building and/or Project (as applicable), as defined in the Basic Lease Information,
of Operating Expenses (defined below) in the manner set forth below. Tenant shall pay the applicable Tenant's Proportionate
Share of each such Operating Expenses. Landlord and Tenant acknowledge that if the number of buildings which constitute
the Project increases or decreases, or ifphysical changes are made to the Premises, Building or Project or the configuration of
any thereof, Landlord may at its discretion reasonably adjust Tenant's Proportionate Share of the Building or Project to
reflect the change. Landlord's detennination of Tenant's Proportionate Share of the Building and of the Project shall be
conclusive so long as it is reasonably and consistently applied. "Operating Expenses" shall mean all expenses and costs of
every kind and nature which Landlord shall pay or become obligated to pay, because of or in connection with the ownership,
management, maintenance, repair, preservation, replacement and operation of the Building or Project and its supporting
facilities and such additional facilities now and in subsequent years as may be determined by Landlord to be necessary or
desirable to the Building andlor Project (as determined in a reasonable manner) other than those expenses and costs which are
specifically attributable to Tenant or which are expressly made the financial responsibility of Landlord or specific tenants of
the Building or Project pursuant to this Lease. Operating Expenses shall include, but are not limited to, the following:
(1) Taxes. All real property taxes and assessments, possessory interest taxes, sales taxes, personal property
taxes and business or license taxes or fees (to the extent pertaining to the Building, Project or operation thereof),
gross receipts taxes, and other impositions, general and special, ordinary and extraordinary, unforeseen as well as
foreseen, ofany kind (including fees "in-lieu" ofany such tax or assessment) which are now or hereafter assessed,
levied, charged, confirmed, or imposed by any public authority upon the Building or Project, its operations or the
Rent (or any portion or component thereof), or any tax, assessment or fee imposed in substitution, partially or
totally, of any of the above. Operating Expenses shall also include any taxes, assessments, reassessments, or other
fees or impositions with respect to the development, leasing, management, maintenance, alteration, repair, use or
occupancy of the Prernises, Building or Project or any portion thereof, including, without limitation, by or for
Tenant, and all increases therein or reasses$ments thereof whether the increases or reassessments result from
increased rate andlor valuation (whether upon a hansfer of the Building or Project or any portion thereof or any
interest therein or for any other reason). Operating Expenses shall not include inheritance or estate taxes imposed
upon or assessed against the interest of any person in the Project, or taxes computed upon the basis of the net income
of any owners of any interest in the Project. If it shall not be lawful for Tenant to reimburse Landlord for all or any
part of such taxes, the monthly rental payable to Landlord under this Lease shall be revised to net Landlord the same
net rental after imposition of any such taxes by Landlord as would have been payable to Landlord prior to the
payment ofany such taxes, provided that amount payable Tenant under this sentence shall not exceed the amount of
taxes that would otherwise have been imposed.
(2) Insurance. All reasonable and demonstratable insurance premiums and costs, including deductible
amounts, premiums and other costs of insurance incurred by Landlord, including for the insurance coverage set forth
in Paragraph 8.A herein.
(3) Common Area Maintenance.
(a) Repairs, replacements, and general maintenance of and for the Building and Project and public and
common areas and facilities of and comprising the Building and Project, including, but not limited to, the
roof and roof membrane, windows, elevators, restrooms, conference rooms, health club facilities, lobbies,
mezzanines, balconies, mechanical rooms, building exteriors, alarm systems, pest extermination,
landscaped areas, parking and service areas, driveways, sidewalks, loading areas, fire sprinkler systems,
sanitary and storm sewer lines, utility services, heating/ventilation/air conditioning systems, electrical,
mechanical or other systems, telephone equipment and wiring servicing, plumbing, lighting, and any other
items or areas which affect the operation or appearance ofthe Building or Project, or that are reasonably
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necessary for the health and safety ofthe occupants ofthe Building or Project, which determination shall be
at Landlord's discretion, except for: those items to the extent paid for by the proceeds ofinsurance; and
those iterns or services not provided or available to Tenant.
(b) Repairs, replacements, and general maintenance shall include the cost of any improvements made
to or assets acquired for the Project or Building that in Landlord's reasonable discretion may reduce any
other Operating Expenses, including present or future repair work, are reasonably necessary for the health
and safety ofthe occupants ofthe Building or Project, or for the operation ofthe Building systems, services
and equipment, or are required to comply with any Law, such costs or allocable portions thereof to be
amortized over such reasonable period as Landlord shall determine, together with interest on the
unamortized balance at the publicly announced "prime rate" charged by Wells Fargo Bank, N.A. (San
Francisco) or its successor at the tirne such improvements or capital assets are constructed or acquired, plus
two (2) percentage points, or in the absence of such prime rate, then at the U.S. Treasury six-month market
note (or bond, if so designated) rate as published by any national financial publication selected by
Landlord, plus four (4) percentage points, but in no event more than the maximum rate permitted by law,
plus reasonable financing charges.
(c) Payment under or for any easemento license, permit, operating agreement, declaration, restrictive
covenant or instrument relating to the Building or Project.
(d) All expenses and rental related to services and costs of supplies, materials and equipment used in
operating, managing and maintaining the Premises, Building and Project, the equipment therein and the
adjacent sidewalks, driveways, parking and service areas, including, without limitation, expenses related to
service agreements regarding securify, fire and other alarm systems, janitorial services provided to common
areas, window cleaning, elevator maintenance, Building exterior maintenance, landscaping and expenses
related to the adrninistration, management and operation of the Project, including without limitation
salaries, wages and benefits and management office rent.
(e) The cost of supplying any sewices and utilities which benefit all or a portion of the Premises,
Building or Project, including without limitation services and utilities provided pursuant to Paragraph 15
hereof.
(f) Legal expenses and the cost of audits by certified public accountants; provided, however, that
legal expenses chargeable as Operating Expenses shall not include the cost ofnegotiating leases, collecting
rents, evicting tenants nor shall it include costs incuned in legal proceedings with or against any tenant or
to enforce the provisions of any lease.
(g) A reasonable and market fypical management and accounting cost recovery fee not to exceed five
percent (5%) ofthe sum ofthe Project's revenues.
Ifthe rentable area ofthe Building and/or Project is not fully occupied during any fiscal year ofthe Term as determined by
Landlord, an adjustment shall be made in Landlord's discretion in computing the Operating Expenses for such year so that
Tenant pays an equitable portion of all variable items (e.g., utilities, janitorial services and other component expenses that are
affected by variations in occupancy levels) of Operating Expenses, as reasonably determined by Landlord. Landlord, in its
reasonable discretion, may equitably allocate Operating Expenses, or a component thereof, among office, retail or other
portions or occupants of the Project. If Landlord incurs Operating Expenses for the Project together with another property,
Landlord, in its reasonable discretion, shal1 equitably allocate such shared amounts between the Project and such other
property.
Operating Expenses shall not include the cost of providing tenant improvements or other specific costs incurred for the
account of, separately billed to and paid by specihc tenants of the Building or Project, the initial construction cost of the
Building, or debt service on any mortgage or deed of tmst recorded with respect to the Project other than pursuant to
Paragraph 7.A(3)(b) above. Notwithstanding anything herein to the contrary, in any instance wherein Landlord, in
Landlord's sole discretion, deems Tenant to be responsible for any amounts greater than Tenant's Proportionate Share,
Landlord shall have the right to allocate costs in any manner Landlord deems appropriate.
The above enumeration of services and facilities shall not be deemed to impose an obligation on Landlord to make available
or provide such services or facilities except to the extent if any that Landlord has specihcally agreed elsewhere in this Lease
to make the same available or provide the same. Without limiting the generality of the foregoing, Tenant acknowledges and
agrees that it shall be responsible for providing adequate security for its use ofthe Premises, the Building and the Project and
{27 I 0 -001 42 /o1 10261 s ;6}
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that Landlord shall have no obligation or liabilif with respect thereto, except to the extent if any that Landlord has
specifrcally agreed elsewhere in this Lease to provide the same.
B. Payment of Estimated Operating Expenses. "Estimated Operating Expenses" for any particular year shall mean
Landlord's estimate of the Operating Expenses for such fiscal year rnade with respect to such fiscal year as hereinafter
provided. Landlord shall have the right from time to time to revise its fiscal year and interim accounting periods so long as
the periods as so revised are reconciled with prior periods in a reasonable manner. During the last month of each fiscal year
during the Tern, or as soon thereafter as practicable, Landlord shall give Tenant written notice of the Estimated Operating
Expenses for the ensuing hscal year. Tenant shall pay Tenant's Proportionate Share of the Estimated Operating Expenses
with installments of Base Rent for the fiscal year to which the Estimated Operating Expenses applies in monthly installments
on the first day of each calendar month during such year, in advance. Such payment shall be construed to be Additional Rent
for all purposes hereunder. If at any time during the course of the fiscal year, Landlord determines that Operating Expenses
are projected to vary from the then Estimated Operating Expenses by more than five percent (5%), Landlord may, by written
notice to Tenant, revise the Estimated Operating Expenses for the balance of such fiscal year, and Tenant's monthly
installments for the remainder of such year shall be adjusted so that by the end of such fiscal year Tenant has paid to
Landlord Tenant's Proportionate Share of the revised Estimated Operating Expenses for such year, such revised installment
amounts to be Additional Rent for all purposes hereunder.
C. Computation of Operating Expense Adjustment. "Operating Expense Adjustment" shall mean the difference
between Estimated Operating Expenses and actual Operating Expenses for any hscal year determined as hereinafter
provided. Within one hundred twenty (120) days after the end of each fiscal year, or as soon thereafter as practicable,
Landlord shall deliver to Tenant a staternent of actual Operating Expenses for the fiscal year just ended, accompanied by a
computation of Operating Expense Adjustment. If such statement shows that Tenant's payment based upon Estimated
Operating Expenses is less than Tenant's Proportionate Share ofOperating Expenses, then Tenant shall pay to Landlord the
difference within lwenty (20) days after receipt of such statement, such payment to constitute Additional Rent for all
purposes hereunder. If such statement shows that Tenant's payments of Estimated Operating Expenses exceed Tenant's
Proportionate Share ofOperating Expenses, then (provided that Tenant is not in default under this Lease) Landlord shall pay
to Tenant the difference within twenty (20) days after delivery of such statement to Tenant. If this Lease has been terminated
or the Term hereof has expired prior to the date of such statemento then the Operating Expense Adjustment shall be paid by
the appropriate party within twenty (20) days after the date of delivery of the statement. Should this Lease commence or
terminate at any time other than the first day of the fiscal year, Tenant's Proportionate Share of the Operating Expense
Adjustment shall be prorated based on a month of 30 days and the number of calendar months during such fiscal year that
this Lease is in effect. Notwithstanding anything to the contrary contained in Paragraph 7.A or 7.B, Landlord's failure to
provide any notices or statements within the time periods specified in those paragraphs shall in no way excuse Tenant from
its obligation to pay Tenant's Proportionate Share ofOperating Expenses.
D. Net Lease. This shall be a hiple net Lease and Base Rent shall be paid to Landlord absolutely net of all costs and
expenses, except as specifically provided to the contrary in this Lease. The provisions for payment of Operating Expenses
and the Operating Expense Adjustment are intended to pass on to Tenant and reimburse Landlord for all costs and expenses
of the nature described in Paragraph 7.A. incurred in connection with the ownership, management, maintenance, repair,
preservation, replacement and operation of the Building andlor Project and its supporting facilities and such additional
facilities now and in subsequent years as may be deternined by Landlord to be necessary or desirable to the Building and,lor
Project.
E. Tenant Audit. If Tenant shall dispute the amount set forth in any statement provided by Landlord under Paragraph
7.B. or 7.C. above, subject to Tenant's execution of a confidentiality agreement acceptable to Landlord, Tenant shall have the
right, not later than twenty (20) days following receipt of such statement and upon the condition that Tenant shall first deposit
with Landlord the full amount in dispute, to cause Landlord's books and records with respect to Operating Expenses for such
fiscal year to be audited by certified public accountant ofnational standing selected by Tenant and reasonably approved by
Landlord. Such certified public accountant shall not be compensated on a contingency basis, and shall be subject to the
afore-described confidentiality agreement. The Operating Expense Adjustment shall be appropriately adjusted on the basis of
such audit. If such audit discloses a liability for a refund in excess of five percent (5%) of Tenant's Proportionate Share of
the Operating Expenses previously reported, the cost of such audit shall be borne by Landlord; otherwise the cost of such
audit shall be paid by Tenant. If Tenant shall not request an audit in accordance with the provisions of this Paragraph 7.8.
within twenty (20) days after receipt of Landlord's statement provided pursuant to Paragraph 7,B. or 7.C., such statement
shall be final and binding for all purposes hereof. Tenant acknowledges and agrees that any information revealed in the
above described audit may contain proprietary and sensitive information and that significant damage could result to Landlord
if such information were disclosed to any party other than Tenant's auditors. Tenant shall not in any manner disclose,
provide or make available any information revealed by the audit to any person or entity without Landlord's prior written
consent, which consent may be withheld by Landlord in its sole and absolute discretion. The information disclosed by the
{27 1 0 -00 t 42 I 0t 10261 s ;6 }
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audit will be used by Tenant solely for the purpose of evaluating Landlord's books and records in connection with this
ParagraphT.E.
F. Controllable Expense Cap. Notwithstanding the foregoing, for purposes of computing Tenant's Proportionate Share
of Operating Expenses, the Controllable Expenses (hereinafter defined) shall not increase by more than five percent (5%) per
calendar year on a non-cumulative basis over the course of the initial Term. "Controllable Expenses" shall mean all Opemting
Expenses exclusive of (l) the cost of union labor (including security personnel), including labor which is not union as of the date
ofthis Lease, but which unionizes after the date ofthis Lease, (2) any utility costs, (3) any insurance costs, (4) Taxes, (5) costs to
comply with applicable Laws and other govemmental requirements, and (4) the cost of any capital improvements and
expenditures included in Operating Expenses pursuant to this Paragraph 7 above.
8. INSURANCE AND INDEMNIFICATION
A. Landlord's Insurance. A1l insurance maintained by Landlord for the Building and Project shall be for the sole
benefit of Landlord and under Landlord's sole control. Landlord shall keep in force throughout the Term Commercial
General Liability Insurance for the common areas and All Risk or Special Form coverage insuring the Landlord and the
Building, in such amounts and with such deductibles as Landlord determines in its sole discretion from time to time in
accordance with sound and reasonable risk rnanagement principles. The cost of all such reasonable and demonstratable
insut'ance is included in Operating Expenses. Landlord shall not be obligated to insure, and shall have no responsibility
whatsoever for any darnage to, any furniture, machinery, goods, inventory or supplies, or other personal property or fixtures
which Tenant may keep or maintain in the Premises, or any leasehold improvements, additions or alterations within the
Premises. All liability coverages described in this Paragraph 8.A. shall be endorsed to waive all rights of subrogation by
Landlord's insurance carrier against Tenant. All insurance policies required to be carried by Landlord under this Lease shall
be written by companies rated A- \IIII or better in "Best's Insurance Guide" and authorized to do business in the state in
which the Building is located. Landlord shall deliver to Tenant on or before the Commencement Date, and thereafter
promptly following the expiration dates of the expired policies, a certificate of insurance providing evidence of the insurance
coverage required under this Paragraph 8.A.
B. Tenant's Insurance. Tenant shall procure at Tenant's sole cost and expense and keep in effect from the date ofthis
Lease and at all times until the end of the Term the following:
(1) Property Insurance. Insurance on all personal property and fixtures of Tenant and all improvements,
additions or alterations rrade by or for Tenant to the Premises on an "All Risk" or Special Form basis, insuring such
property for the full replacement value of such property and naming Landlord and the Landlord Parties and any
other parfy reasonably designated by Landlord as loss payee (Property-special Form).
(2) Business Interruption Insurance. Tenant shall keep in force throughout the Term Business Interruption
Insurance with limit of liabilify representing loss of at least approximately twelve (12) months of income; provided,
however, that Landlord agrees to waive Business Interruption insurance requirements solely with respect to the
originally named Tenant under this Lease. In doing so, Tenant hereby agrees that Tenant waives all claims for
recovery against Landlord for business interruption expenses that would have been covered by the waived Business
Intemrption insurance. Tenant agrees that Tenant's insurance carrier will not subrogate against Landlord's insurance
carrier for the same.
(3) Liability Insurance. Commercial General Liability insurance covering bodily injury and property damage
liability occurring in or about the Premises or arising out of the use and occupancy of the Premises and the Project
by Tenant or Tenant Parties, and any part of either, and any areas adjacent thereto, and the business operated by
Tenant or. Such insurance shall include contractual liability insurance coverage insuring all of Tenant's indemnity
obligations under this Lease. Such coverage shall have a minimum combined single limit of liability of at least Two
Million Dollars ($2,000,000.00) each occunence, and a minimum general aggregate lirnit of Four Million Dollars
($4,000,000.00). All such policies shall be written to apply to all bodily injury (including death), property damage
or loss, personal and advertising injury and other covered loss, however occasioned, occurring during the policy
term and shall be endorsed to add Landlord, the Landlord Parties, any otherparty reasonably designated by Landlord
and any parfy holding an interest to which this Lease may be subordinated as an Additional Insured, and shall
provide that such coverage shall be "primary" and non-contributing with any insurance maintained by Landlord,
which shall be excess insurance only. Such coverage shall also contain endorsements including employees as
additional insureds if not covered by Tenant's Commercial General Liability Insurance. All such insurance shall
provide for the severability of interests of insureds; and shall be written on an "occurrence" basis, which shall
afford coverage for all claims based on acts, omissions, injury and damage, which occurred or arose (or the onset of
which occurred or arose) in whole or in part during the policy period.
{27 | 0 -00 t 42 / 0 t 1 0261 5 ;6}
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(4) Workerso Compensation and Employerso Liability Insurance. Workers' Cornpensation Insurance as
required by any Law, and Ernployers' Liability Insurance in amounts not less than One Million Dollars ($ 1 ,000,000)
each accident for bodily injury by accident; One Million Dollars ($1,000,000) policy limit for bodily injury by
disease; and One Million Dollars ($ 1,000,000) each employee for bodily rnjury by disease.
(5) Commercial Auto Liability Insurance. Commercial auto liability insurance with a combined limit of not
less than One Million Dollars ($1,000,000) for bodily injury and property damage for each accident. Such insurance
shall cover liability relating to owned, hired and non-owned autos.
(6) Alterations Requirements. In the event Tenant shall desire to perform any Alterations in excess of One
Million Dollars ($1,000,000), Tenant shall deliver to Landlord, prior to commencing such Alterations evidence
satisfactory to Landlord that Tenant canies (i) "Builder's Risk" insurance covering construction of such Alterations
in an amount and form approved by Landlord, (ii) such other commercially reasonable insurance as Landlord shall
nondiscriminatorily require.
(7) General Insurance Requirements. All coverages described in this Paragraph 8.B. shall be endorsed to (i)
provide Landlord with thirty (30) days' notice of cancellation; and (ii) waive all rights of subrogation by Tenant's
insurance carrier against Landlord. All insurance policies required to be carried by Tenant under this Lease shall be
written by companies rated A- VIII or better in "Best's Insurance Guide" and authorized to do business in the state
in which the Building is located. Payment of Tenant's deductibles shall be the sole responsibilify of Tenant. Tenant
shall deliver to Landlord on or before the Commencement Date, and thereafter at least thirty (30) days before the
expiration dates of the expired policies, a cerlificate of insurance providing evidence of the insurance coverage
required under this Paragraph 8.B.
C. Indemnification.
(1) Tenant shall indemnifu, defend by counsel reasonably acceptable to Landlord, protect and hold Landlord
and its partners, lenders, [rernbers, managers, affiliates, employees, officers and agents (each a "Landlord Party"
and collectively, the "Landlord Parties") harmless from and against any and all third party claims, liabilities,
losses, costs, loss ofrents, liens, damages, injuries or expenses, including reasonable attomeys' and consultants' fees
and court costs, demands, causes ofaction, orjudgments, to the extent arising out of (1) the use or occupancy ofthe
Premises; (2) any breach or default on the part of Tenant in the performance of any covenant contained in this
Lease; and (3) the negligence or willful misconduct of Tenant or Tenant's Parties occurring in the Building or
Project. The foregoing indemnity by Tenant shall not be applicable to claims to the extent arising from the gross
negligence or willful misconduct of Landlord. Except to the extent arising out of the gross negligence or willful
misconduct of Landlord or the Landlord Parties, Landlord shall not be liable to Tenant and Tenant hereby waives all
claims against Landlord for any injury to or death of, or damage to any person or property or business loss in or
about the Premises, Building or Project by or from any cause whatsoever (other than Landlord's gross negligence or
willful misconduct) and, without limiting the generalify of the foregoing, whether caused by water leakage of any
character from the roof, walls, basement or other portion of the Premises, Building or Project, or caused by gas, fire,
oil or electricity in, on or about the Premises, Building or Project, acts of God or of third parties, or any matter
outside of the reasonable control of Landlord. The provisions of this Paragraph shall survive the expiration or
earlier termination of this Lease.
(2) Landlord shall indemnify, defend, and hold Tenant and Tenant Parties harmless from and against any and
all third party claims, liabilities, losses, costs, loss of rents, liens, damages, injuries or expenses, including
reasonable attorneys' and consultants' fees and court costs, demands, causes of action, or judgments, to the extent
arising out of: (l) Landlord's breach of this Lease, and (2) the negligence or willful misconduct of Landlord or
Landlord Parties. The foregoing indemnity by Landlord shall not be applicable to claims to the extent arising from
the gross negligence or willful misconduct of Tenant or Tenant Parties.
(3) Notwithstanding any other provisions of this Lease to the contrary, in compliance with RCW Title 4.24.115
as in effect on the date of this Lease, all provisions of this Lease pursuant to which a parry (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 Indemnitor's agents or
employees, shall apply only to the extent of the Indemnitor's negligence; provided, however, the limitations on
127 I 0 -00 1 42 / 01 I 0261 s ;6\
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indemnity set forth in this Section 8.C(2) shall automatically and without further act be deemed amended so as to
remove any of the restrictions contained in this Section 8.C(2) no longer required by then applicable law.
To the extent necessary to fully indemnifo each party under this Lease frorn claims made by Tenant, Landlord or its
respective employees, this Paragraph 8.C constitutes a waiver of immunity by Tenant and by Landlord under the
Washington Industrial Insurance Act, RCW Title 5l and any successor statutes. This waiver has been specifically
negotiated by the parties to this Lease.
9. WAIVER OF SUBROGATION
Notwithstanding any other provisions of this Lease to the contrary, Landlord and Tenant each waives any claim, loss or
cost it might have against the other for any damage to or theft, destruction, loss, or loss of use of any property (a "Loss"), to
the extent the same is insured against (or is required to be insured against under the terms hereof) under any property damage
insurance policy covering the Building, the Premises, Landlord's or Tenant's fixtures, personal property, leasehold
improvements, or business, regardless of whether the negligence of the other parfy caused such Loss.
10. LANDLORD'S REPAIRS AND MAINTENANCE
Landlord shall maintain in good repair, reasonable wear and tear excepted, the common areas of the Project and the
structural soundness of the roof, foundations, exterior walls, and systems of the Building, and shall be responsible for
correcting any shuctural and latent defects in the Building. The term "exterior walls" as used herein shall not include
windows, glass or plate glass, doors, special store fronts or office entries. Any damage caused by or repairs necessitated by
any negligence or act ofTenant or Tenant's Parties may be repaired by Landlord at Landlord's option and Tenant's expense.
Tenant shall promptly give Landlord written notice of any defect or need of repairs in such components of the Building for
which Landlord is responsible, after which Landlord shall have a reasonable opporlunity and the right to enter the Premises at
all reasonable times to repair same. Landlord's liability with respect to any defects, repairs, or maintenance for which
Landlord is responsible under any of the provisions of this Lease shall be limited to the cost of such repairs or maintenance,
and there shall be no abatement of rent and no liability of Landlord by reason of any interference with Tenant's business
arising from the making of repairs, alterations or improvements in or to any portion of the Premises, the Building or the
Project or to ftxtures, appurtenances or equipment in the Building, except as provided in Paragraph 24. By taking possession
of the Premises, Tenant accepts them "as is," as being in good order, condition and repair and the condition in which
Landlord is obligated to deliver them and suitable for the Permitted Use and Tenant's intended operations in the Premises,
whether ornot any notice ofacceptance is given.
11. TENANT'S REPAIRS AND MAINTENANCE
Tenant shall at all times during the Term at Tenant's expense reasonably maintain all parts of the Premises and such
portions of the Building as are within the exclusive control of Tenant in a good, clean and secure and sanitary condition and
promptly make all necessary repairs and replacements, as reasonably determined by Landlord, with materials and
workmanship of a reasonably similar character, kind and quality as the original. Notwithstanding anything to the contrary
contained herein, Tenant shall, at its expense, promptly repair any damage to the Premises or the Building or Project resulting
from or caused by any negligence or act of Tenant or Tenant's Parties.
Tenant shall provide all janitor service and customary cleaning (including the washing of all windows inside the
Premises) of the Premises to maintain the interior of the Premises in a clean and neat condition. Tenant shall be responsible
for providing janitorial service for the Premises at its sole cost and expense, and Tenant hereby acknowledges that Landlord
shall have no obligation whatsoever to provide janitorial service to the Premises. The janitorial seryices shall be performed
by Tenant's employees or a bonded janitorial contractor. For so long as Tenant is providing and paying directly for all
janitorial services to the Premises at its sole cost and expense, Operating Expenses for any applicable year during which
Tenant is providing all such janitorial services to the Premises (prorated for any partial year) shall exclude the cost that would
have otherwise been payable by Landlord for providing Building standard janitorial services to the Premises and the cost of
janitorial services provided to any other off,rce tenant spaces in the Building (but the cost ofjanitorial services to the Common
Areas shall in all events be included in Operating Expenses). Should Tenant fail to maintain the interior of the Premises in a
clean and neat condition, Landlord may provide a written waming to Tenant, and Tenant shall have a reasonable opportunity
to cure such failure, which cure period shall not exceed ten (10) days. If Tenant fails to timely cure such failure, or if
Landlord provides 3 or more written warnings with respect to such matter within a l2-month period, regardless of whether
such failures are timely cured, then in addition to all other remedies available to Landlord, Landlord shall thereafter have the
right to conh'act for the cleaning and maintenance of the Premises. If at any time during the Term, Tenant is no longer
providing and paying directly for janitorial services to the Premises as provided herein, then Operating Expenses for any
applicable year during which Tenant is not providing all such janitorial services to the Premises (prorated for any partial year)
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shall be adjusted to include the cost of janitorial services payable by Landlord for providing janitorial services to the
Pretnises and the cost ofjanitorial services provided to any other office tenant spaces in the Building.
12. ALTERATIONS
A. Tenant shall not make, or allow to be made, any alterations, physical additions, improvements or partitions,
including without limitation the attachment of any fixfures or equipment, in, about or to the Premises ("Alterations") without
obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld with respect to proposed
Alterations which: (a) comply with all applicable Laws; (b) are, in Landlord's reasonable opinion, compatible with the
Building or the Project and its mechanical, plumbing, electrical, heating/ventilationlair conditioning systems, and will not
cause the Building or Project or such systems to be required to be modified to comply with any Laws (including, without
limitation, the Americans With Disabilities Act); and (c) will not interfere with the use and occupancy of any other portion of
the Building or Project by any other tenant or its invitees. Specifically, but without limiting the generality of the foregoing,
Landlord shall have the right of written consent for all plans and specifications for the proposed Alterations, construction
means and methods, all appropriate pennits and licenses, any contractor or subcontractor to be employed on the work of
Alterations, and the time for performance of such work, and may impose rules and regulations for contractors and
subcontractors perfonning such work. Tenant shall also supply to Landlord any documents and information reasonably
requested by Landlord in connection with Landlord's consideration of a request for approval hereunder. Tenant shall cause
all Alterations to be accomplished in a good and workmanlike manner, and to comply with all applicable Laws and Paragraph
2l hereof. Tenant shall at Tenant's sole expense, perfomr any additional work required under applicable Laws due to the
Alterations hereunder. No review or consent by Landlord of or to any proposed Alteration or additional work shall constitute
a waiver of Tenant's obligations under this Paragraph 12, nor constitute any warranty or representation that the same
complies with all applicable Laws, for which Tenant shall at all times be solely responsible. In any event, Tenant, not
Landlord, shall, at its sole cost and expense, remove all cabling and wiring installed by or on behalfofTenant at or servicing
the Prernises. All such removals and restoration shall be accomplished in a good and workmanlike manner so as not to cause
any damage to the Premises or Project whatsoever. If Tenant fails to remove such Alterations or Tenant's trade fixtures or
furniture or other personal property, Landlord may keep and use them or remove any ofthem and cause them to be stored or
sold in accordance with applicable law, at Tenant's sole expense. In addition to and wholly apart from Tenant's obligation to
pay Tenant's Proportionate Share ofOperating Expenses, Tenant shall be responsible for and shall pay prior to delinquency
any taxes or governmental service fees, possessory interest taxes, fees or charges in lieu ofany such taxes, capital levies, or
other charges imposed upon, levied with respect to or assessed against its fixtures or personal property, on the value of
Alterations within the Premises, and on Tenant's intercst pursuant to this Lease, or any increase in any of the foregoing based
on such Alterations
Notwithstanding the foregoing, at Landlord's option (but without obligation), all or any portion of the Alterations shall be
performed by Landlord for Tenant's account and Tenant shall pay Landlord's estimate of the cost thereof (including a
reasonable charge for Landlord's overhead and profit) prior to colnmencement of the work. In addition, at Landlord's
election and notwithstanding the foregoing, however, Tenant shall pay to Landlord the cost of removing any such Alterations
and restoring the Premises to their original condition such cost to include a reasonable charge for Landlord's overhead and
proht as provided above, and such amount may be deducted from the Security Deposit or any other sums or amounts held by
Landlord under this Lease.
B. In cornpliance with Paragraph 27 hereof, at least ten (10) business days before beginning construction of any
Alteration, Tenant shall give Landlord written notice of the expected commencement date of that consfruction to permit
Landlotd to post and record a notice of non-responsibility. Upon substantial completion of construction, if the law so
provides, Tenant shall cause a timely notice of completion to be recorded in the office of the recorder of the county in which
the Building is located.
13. SIGNS
A. General. Tenant shall not place, install, affix, paint or maintain any signs, notices, graphics or banners
whatsoever or any window decor which is visible in or from public view or corridors, the common areas or the exterior of the
Premises or the Building, in or on any exterior window or window fronting upon any common areas or service area without
Landlord's prior written approval which Landlord shall have the right to withhold in its absolute and sole discretion; provided
that ifTenant so requests, Tenant's name shall be included in any Building-standard door (at Tenant's sole cost and expense,
the cost of which shall be payable, as Additional Rent, within ten (10) days after Landlord's delivery of an invoice therefor)
and directory signage (at Landlord's sole cost and expense), if any, in accordance with Landlord's Building signage prograln,
including without limitation, payment by Tenant of any fee charged by Landlord for maintaining such signage, which fee
shall constitute Additional Rent hereunder. Any installation of signs, notices, graphics or banners on or about the Premises or
Project approved by Landlord shall be subject to any Laws and to any other requirements imposed by Landlord. Tenant, at
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its sole cost and expense, shall remove all such signs or graphics by the expiration or any earlier termination of this Lease.
Such installations and removals shall be made in such manner as to avoid injury to or defacement of the Premises, Building
or Project and any other improvements contained therein, and Tenant shall repair any injury or defacement including without
limitation discoloration caused by such installation or removal.
B. Building Signage.
(1) So long as Tenant occupies not less than the entire Premises, Tenant shall be entitled to one (1)
sign to be located on the top of the Building (the "Building Signage"). The exact location of the Building Signage shall be
subject to all applicable Laws and Landlord's prior written approval, which approval shall not be unreasonably withheld,
provided that the location does not detract from the first-class quality of the Building. Such right to Building Signage is
personal to Tenant and is subject to the following tenns and conditions: (a) Tenant shall submit plans and drawings for the
Building Signage to the City of Renton, Washington and to any other public authorities having jurisdiction and shall obtain
written approval from each such jurisdiction prior to installation, and shall fully coniply with all applicable Laws; (b) Tenant
shall, at Tenant's sole cost and expense, design, construct and install the Building Signage; (c) the Building Signage shall be
subject to Landlord's prior written approval, which Landlord shall have the right to withhold in its reasonable discretion; and
(d) Tenant shall maintain the Building Signage in good condition and repair, and all costs of maintenance and repair shall be
borne by Tenant. Maintenance shall include, without limitation, cleaning and, if the Building Signage is illuminated,
relamping at reasonable intervals. Tenant shall be responsible for any electrical energy used in connection with the Building
Signage, if applicable. At Landlord's option, Tenant's right to the Building Signage may be revoked and terminated upon
occulrence ofany ofthe following events: (i) Tenant shall be in default under this Lease beyond any applicable cure period;
(ii) Tenant occupies less than the entire Premises; or (iii) this Lease shall terminate or otherwise no longer be in effect.
(2) Following the mutual execution and delivery of this Lease and to the extent permitted by
applicable laws, Landlord shall trim and/or remove tree branches that are in front of the Building signage as reasonably
detemrined by Landlord. Although Landlord will perform such trimming and/or rernoval, Tenant shall be responsible for all
costs related thereto (which costs shall be paid by Tenant to Landlord within ten (10) days following Landlord's demand
therefor).
(3) Upon the expiration or earlier termination of this Lease or at such other time that Tenant's signage
rights are terminated pursuant to the terms hereol if Tenant fails to remove the Building Signage and repair the Building in
accordance with the terms of this Lease, Landlord shall cause the Building Signage to be removed from the Building and the
Building to be repaired and restored to the same condition in which it was received (including, if necessary, the replacement
of any precast concrete panels), all at the sole cost and expense of Tenant and otherwise in accordance with this Lease,
without further notice from Landlord notwithstanding anything to the contrary contained in this Lease. Tenant shall pay all
costs and expenses for such removal and restoration within ninefy (90) days following delivery of an invoice therefor. The
rights provided in this Paragraph l3.B shall be non-transferable unless otherwise agreed by Landlord in writing in its sole
discretion.
14. INSPECTION/POSTINGNOTICES
After 24 hours prior notice, except in emergencies where no such notice shall be required, Landlord and Landlord's agents
and representatives (who shall be preapproved by Tenant (which approval shall not be unreasonably withheld)), shall have
the right to enter the Premises to inspect the same, to clean, to perform such work as may be permitted or required hereunder,
to make repairs, improvements or alterations to the Premises, Building or Project or to other tenant spaces therein, to deal
with emergencies, to post such notices as may be permitted or required by law to prevent the perfection of liens against
Landlord's interest in the Project or to exhibit the Prernises to prospective tenants, purchasers, encumbrancers or to others, or
for any other purpose as Landlord may deem necessary or desirable; provided, however, that Landlord shall use reasonable
efforts not to unreasonably interfere with Tenant's business operations. Any such approved person must be a U.S. person as
defined by 22 C.F.R. $120.15 (U.S. citizen or national, lawfully admitted for permanent residence into the U.S. (i.e. current
green card holder), or lawfully admitted as a refugee or granted asylum) to ensure compliance with U.S. export control laws.
Approved persons must be supervised by Landlord or Landlord's property manager while on Premises. Tenant shall not be
entitled to any abatement of Rent by reason of the exercise of any such right of entry. In connection with Landlord's exercise
of its rights under this waives any claim for damages for any injury or inconvenience to or interference with Tenant's
business, any loss ofoccupancy or quiet enjoyment ofthe Premises, and any other loss occasioned thereby. Landlord shall at
all times have and retain a key with which to unlock all of the doors in, upon and about the Premises, excluding Tenant's
vaults and safes or special security areas (designated in advance), and Landlord shall have the right to use any and all means
which Landlord may deem reasonably necessary or proper to open said doors in an emergency, in order to obtain entry to any
portion of the Premises, and any entry to the Premises or portions thereof obtained by Landlord by any of said means, or
otherwise, shall not be construed to be a forcible or unlawful entry into, or a detainer of, the Premises, or all eviction, actual
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or constructive, of Tenant from the Premises or any porlions thereof. At any time within six (6) months prior to the
expiration of the Term or following any earlier temrination of this Lease or agreement to terminate this Lease, Landlord shall
have the right to erect on the Premises, Building and/or Project a suitable sign indicating that the Premises are available for
lease.
15. SERVICES AND UTILITIES
A. Provided Tenant shall not be in default hereunder, and subject to the provisions elsewhere herein contained and to
the rules and regulations of the Building, Landlord shall fumish to the Premises water for lavatory and drinking purposes and
electricify, and heat and air conditioning during Building Business Hours on Business Days, as usually furnished or supplied
for use of the Premises for reasonable and normal office use as of the date Tenant takes possession of the Premises as
determined by Landlord (but not including above-standard or continuous cooling for excessive heat-generating machines,
excess lighting or equipment), and elevator service, which shall rnean service either by nonattended automatic elevators or
elevators with attendants, or both, at the option ofLandlord. Tenant acknowledges that Tenant has inspected and accepts the
water, electricity, heat and air conditioning and other utilities and services being supplied or furnished to the Premises as of
the date Tenant takes possession of the Premises, as being sufficient for use of the Premises for reasonable and normal office
use in their present condition, "as is," and suitable for the Pemitted Use, and for Tenant's intended operations in the
Premises. Landlord shall provide additional or after-hours heating or air conditioning at Tenant's request (which may be
made by either notifying Landlord's property manager in advance (which advance notice shall include the time and duration
of the requested after hours service, or which may be manually activated for two hour increments by overriding the
thermostat in the Premises), and Tenant shall pay to Landlord, upon demand, a reasonable charge for such seryices as
determined by Landlord. As of the date of this Lease, Landlord's charge for after-hours heating, ventilation and air
conditioning is $50.00 per hour. Tenant agrees to keep and cause to be kept closed all window covering when necessary
because of the sun's position, and Tenant also agrees at all times to cooperate fully with Landlord and to abide by all of the
regulations and requirements which Landlord may prescribe for the proper functioning and protection of electrical, heating,
ventilating and air conditioning systems. Wherever heat-generating machines, excess lighting or equipment are used in the
Premises which affect the temperature otherwise maintained by the air conditioning system, Landlord reseryes the right to
install supplementary air conditioning units in the Premises and the cost thereof, including the cost of installation and the cost
ofoperation and maintenance thereof, shall be paid by Tenant to Landlord upon demand by Landlord.
B. Tenant shall not without written consent of Landlord use any apparatus, equipment or device in the Prernises,
including without limitation, computers, electronic data processing machines, copying machines, and other machines, using
excess lighting or using electric current, water, or any other resource in excess of or which will in any way increase the
amount of electricity, water, or any other resource being fumished or supplied for the use of the Premises for reasonable and
normal office use, in each case as of the date Tenant takes possession of the Prernises and as determined by Landlord, or
which will require additions or alterations to or interfere with the Building power distribution systems; nor connect with
electric cunent, except through existing electrical outlets in the Premises or water pipes, any apparatus, equipment or device
for the purpose of using elechical current, water, or any other resource. If Tenant shall require water or electric cunent or
any other resource in excess of that being furnished or supplied for the use of the Premises as of the date Tenant takes
possession of the Premises (except through existing or future electrical outlets in the Premises), Tenant shall hrstprocure the
written consent of Landlord which Landlord may refuse, to the use thereof, and Landlord may cause a special meter to be
installed in the Premises so as to rneasure the amount of water, electric current or other resource consumed for any such other
use. Tenant shall pay directly to Landlord upon demand as an addition to and separate from payment of Operating Expenses
the cost of all such additional resources, energy, utility service and meters (and of installation, maintenance and repair thereof
and of any additional circuits or other equipment necessary to fumish such additional resources, energy, utility or service).
Landlord may add to the separate or rnetered charge a recovery of additional expense incurred in keeping account of the
excess water, electric current or other resource so consumed. Following receipt ofTenant's request to do so, Landlord shall
use good faith efforts to restore any service specifically to be provided under Paragraph l5 that becomes unavailable and
which is in Landlord's reasonable control to restore; provided, however, that Landlord shall in no case be liable for any
damages directly or indirectly resulting from nor shall the Rent or any monies owed Landlord under this Lease herein
reserved be abated by reason of: (a) the installation, use or intenuption of use of any equipment used in connection with the
furnishing of any such utilities or services, or any change in the character or means of supplying or providing any such
utilities or services or any supplier thereof; (b) the failure to fumish or delay in fuinishing any such utilities or services when
such failure or delay is caused by acts of God or the elements, labor disfurbances of any character, or otherwise or because of
any interruption of service due to Tenant's use of water, electric current or other resource in excess of that being supplied or
furnished for the use of the Premises as of the date Tenant takes possession of the Premises; (c) the inadequacy, limitation,
curtailment, rationing or restriction on use ofwater, electricity, gas or any other form ofenergy or any other service or utility
whatsoever serving the Premises or Project, whether by Law or otherwise; or (d) the partial or total unavailability of any such
utilities or services to the Premises or the Building or the diminution in the quality or quantity thereof, whether by Law or
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otherwise; or (e) any intemrption in Tenant's business operations as a result of any such occurrence; nor shall any such
occunence constitute an actual or constructive eviction of Tenant or a breach of an implied warranty by Landlord. Landlord
shall further have no obligation to protect or preserve any apparatus, equipment or device installed by Tenant in the Premises,
including without limitation by providing additional or after-hours heating or air conditioning. Landlord shall be entitled to
cooperate voluntarily and in a reasonable manner with the efforts of national, state or local governmental agencies or utility
suppliers in reducing energy or other resource consumption. The obligation to make services available hereunder shall be
subject to the limitations of any such voluntary, reasonable prograln. In addition, Landlord reserves the right to change the
supplier or provider of any such utility or service from time to time. Tenant shall have no right to conh'act with or otherwise
obtain any electrical or other such service for or with respect to the Premises or Tenant's operations therein fi'om any supplier
or provider of any such seruice. Tenant shall reasonably cooperate with Landlord and any supplier or provider of such
services designated by Landlord from time to time to facilitate the delivery of such services to Tenant at the Premises and to
the Building and Project, including without limitation allowing Landlord and Landlord's suppliers or providers, and their
respective agents and confractors, reasonable access to the Premises for the purpose of installing, maintaining, repairing,
replacing or upgrading such service or any equipment or machinery associated therewith.
C. Tenant shall pay, upon demand, for all utilities furnished to the Premises, or if not separately billed to or metered to
Tenant, Tenant's Proportionate Share of all charges jointly serving the Project in accordance with Paragraph 7. All sums
payable under this Paragraph 15 shall constitute Additional Rent hereunder.
D. Tenant may contract separately with providers of telecomrnunications or cellular products, systems or services for
the Premises, provided, however, that any such provider is subject to Landlord's prior approval. Even though such products,
systems or services may be installed or provided by such providers in the Building, in consideration for Landlord's
permitting such providers to provide such services to Tenant, Tenant agrees that Landlord and the Landlord Parties shall in
no event be liable to Tenant or any Tenant Party for any damages of any nature whatsoever arising out of or relating to the
products, systems or services provided by such providers (or any failure, intemrption, defect in or loss of the same) or any
acts or omissions of such providers in connection with the same or any interference in Tenant's business caused thereby.
Tenant waives and releases all rights and remedies against Landlord and the Landlord Parties that are inconsistent with the
foregoing.
E. Tenant shall have access to the Building and the Premises for Tenant and its employees 24 hours per day/1 days per
week, subject to the terms of this Lease and such security or monitoring systems as Landlord may reasonably impose,
including, without limitation, sign-in procedures and/or presentation of identification cards to the extent applicable.
L6. SUBORDINATION
Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this
Lease shall be and is hereby declared to be subject and subordinate at all times to: (a) all ground leases or underlying leases
which may now exist or hereafter be executed affecting the Premises andlor the land upon which the Premises and Project are
situated, or both; and (b) any mortgage or deed of trust which may now exist or be placed upon the Building, the Project
andlot the land upon which the Premises or the Project are situated, or said ground leases or underlying leases, or Landlord's
interest or estate in any of said items which is specified as security. Notwithstanding the foregoing, Landlord shall have the
right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease.
If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a
conveyance in lieu of foreclosure is rnade for any reason, Tenant shall, notwithstanding any subordination, attorn to and
become the Tenant of the successor in interest to Landlord provided that Tenant shall not be disturbed in its possession under
this Lease by such successor in interest so long as Tenant is not in default under this Lease, Within ten (10) days after
request by Landlord, Tenant shall execute and deliver any additional documents evidencing Tenant's attomment or the
subordination of this Lease with respect to any such ground leases or underlying leases or any such mortgage or deed of trust,
in the form requested by Landlord or by any ground landlord, moftgagee, or beneficiary under a deed oftrust, subject to such
nondisturbance requirement.
17. INTENTIONALLYOMITTED
18. ESTOPPELCERTIFICATE
Tenaut agrees from time to time, within ten (10) days after request of Landlord, to deliver to Landlord, or Landlord's
designee, an estoppel certiftcate stating that this Lease is in full force and effect, that this Lease has not been modified (or
stating all modifications, written or oral, to this Lease), the date to which Rent has been paid, the unexpired portion of this
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Lease, that there are no current defaults by Landlord or Tenant under this Lease (or specifying any such defaults), that the
leasehold estate granted by this Lease is the sole interest of Tenant in the Premises and/or the land at which the Premises are
situated, and such other matters pertaining to this Lease as may be reasonably requested by Landlord or any mofigagee,
beneficiary, purchaser or prospective purchaser of the Building or Project or any interest therein. Failure by Tenant to
execute and deliver such cerlificate shall constitute an acceptanca of the estoppel and acknowledgment by Tenant that the
statements included are true and correct without exception. Tenant agrees that if Tenant fails to execute and deliver such
certificate within such ten (10) day period, Landlord may execute and deliver such certificate on Tenant's behalf and that
such certificate shall be binding on Tenant. Landlord and Tenant intend that any statement delivered pursuant to this
Paragraph may be relied upon by any mortgagee, beneficiary, purchaser or prospective pwchaser of the Building or Project
or any interest therein. The parties agree that Tenaut's obligation to furnish such estoppel certificates in a timely fashion is a
rnaterial inducement for Landlord's execution of this Lease, and shall be an event of default (without any cure period that
might be provided under Paragraph 26.A,(3) of this Lease) if Tenant fails to fully comply or makes any material rnisstatement
in any such certificate.
19. SECURITY DEPOSIT
Tenant agrees to deposit with Landlord upon execution of this Lease, a security deposit as stated in the Basic Lease
Information (the "Security Deposit"), which sum shall be held and owned by Landlord, without obligation to pay interest, as
security for the perfonnance of Tenant's covenants and obligations under this Lease. The Security Deposit is not an advance
rental deposit or a measure ofdamages incurred by Landlord in case ofTenant's default. Upon the occutrence ofany event
of default by Tenant and expiration or any applicable cure periods, Landlord may from time to time, without prejudice to any
other remedy provided herein or by law, use such fund as a credit to the extent necessary to credit against any affears of Rent
or other payments due and unpaid to Landlord hereunder, and Tenant shall pay to Landlord, on demand, the amount so
applied in order to restore the Security Deposit to its original amount. Although the Security Deposit shall be deemed the
propefiy of Landlord, any remaining balance of such deposit shall be returned by Landlord to Tenant at such time after
termination of this Lease that all of Tenant's obligations under this Lease have been fulfilled, reduced by such amounts as
may be required by this Lease to remedy defaults on the part of Tenant in the payment of Rent or other obligations of Tenant
under this Lease. Landlord is hereby granted a security interest in the Security Deposit in accordance with applicable Law.
Landlord may use and commingle the Security Deposit with other funds of Landlord.
20. LIMITATION OF TENANT'S REMEDIES
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 PROJECT, OR (B) THE EQUITY INTEREST LANDLORD WOULD HAVE IN
THE PROJECT IF THE PROPERTY WERE ENCUMBERED BY THIRD PARTY DEBT IN AN AMOLTNT EQUAL TO
70% OF THE VALUE OF THE PROPERTY. TENANT SHALL LOOK SOLELY TO LANDLORD'S INTEREST IN THE
PROPERTY FOR THE RECOVERY OF ANY ruDGMENT OR AWARD AGAINST LANDLORD OR ANY
LANDLORD PARTY. FOR PURPOSES HEREOF, "LANDLORD'S INTEREST IN THE PROJECT" SHALL INCLUDE
RENTS DUE FROM TENANTS, INSURANCE PROCEEDS AND PROCEEDS FROM THE SALE OF THE PROJECT
(PRIOR TO THE DISTRIBUTION OF THE SAME TO ANY PARTNER OR SHAREHOLDER OF LANDLORD OR
ANY THIRD PARTY) PROVIDED, HOWEVER, THAT WITH RESPECT TO PROCEEDS FROM THE SALE OF THE
PROJECT, LANDLORD'S LIABILITY SHALL EXTEND ONLY TO ADruDICATED CLAIMS WHICH ARISE DURING
LANDLORD'S PERIOD OF OWNERSHIP AND DURING THE TERM OF THE LEASE BUT ONLY AFTERLANDLORD
FIRST APPLIES ANY SUCH SALE PROCEEDS TO ANY OUTSTANDING MORTGAGES AND/OR ANY OTI{ER
ENCLMBRANCES EXISTING UPON OR OTHERWISE AFFECTING THE PROJECT AND ANY TAX LIABILITY
RESPECTING THE BUILDING. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
LEASE, NEITHER LANDLORD NOR TENANT SHALL BE LIABLE UNDER ANY CIRCUMSTANCES FOR, AND
EACH HEREBY RELEASES THE OTHER FROM ALL LIABILITY FOR, CONSEQUENTIAL DAMAGES AND
INJURY OR DAMAGE TO, OR INTERI'ERENCE WITH, THE OTHER PARTY'S BUSINESS, INCLUDING, BUT NOT
LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL OR LOSS OF USE,
IN EACH CASE HOWEVER OCCURzuNG, OTHER THAN THOSE CONSEQUENTIAL DAMAGES INCURRED BY
LANDLORD IN CONNECTION WITH A HOLDOVER IN THE PREMISES BY TENANT AFTER THE EXPIRATION
OR EARLIER TERMINATION OF THIS LEASE AS DESCRIBED IN PARAGRAPH 25 BELOW OR INCURRED BY
LANDLORD IN CONNECTION WITH FAILURE BY TENANT TO COMPLY WITH THE TERMS OF
PARAGRAPH 4.D OF THIS LEASE. BEFORE FILING SUIT FOR AN ALLEGED DEFAULT BY LANDLORD,
TENANT SHALL GIVE LANDLORD AND ANY MORTGAGEE(S) OF LANDLORD WHOM TENANT HAS BEEN
NOTIFIED HOLD MORTGAGES NOTICE AND REASONABLE TIME TO CURE THE ALLEGED DEFAULT. ANY
LIEN OBTAINED TO ENFORCE ANY SUCH JUDGMENT AND ANY LEVY OF EXECUTION THEREON SHALL BE
SUBJECT AND SUBORDINATE TO ANY LIEN, MORTGAGE OR DEED OF TRUST ON THE PROJECT. UNDER NO
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CIRCUMSTANCES SHALL TENANT HAVE THE RIGHT TO OFFSET AGAINST OR RECOUP RENT OR OTHER
PAYMENTS DUE AND TO BECOME DUE TO LANDLORD HERET]NDER EXCEPT AS EXPRESSLY PROVIDED IN
THIS LEASE, WHICH RENT AND OTHER PAYMENTS SHALL BE ABSOLUTELY DUE AND PAYABLE
HEREUNDER IN ACCORDANCE WITH THE TERMS HEREOF. TENANT HEREBY WAIVES AND AGREES NOT
TO PURSUE OR CLAIM ANY EXCUSE OR OFFSET TO TENANT'S OBLIGATIONS UNDER THIS LEASE BASED
ON THE DOCTRINES OF IMPOSSIBILITY, IMPRACTICALITY, FRUSTRATION OF CONTRACT, FRUSTRATION
OF PURPOSE, OR OTHER SIMILAR LEGAL PRINCIPLES.
2I. ASSIGNMENT AND SUBLETTING
A.(1) General. This Lease has been negotiated to be and is granted as an accommodation to Tenant.
Accordingly, this Lease is personal to Tenant, and Tenant's rights granted hereunder do not include the right to
assign this Lease or sublease the Premises, or to receive any excess, either in installments or lump sum, over the
Rent which is expressly reserved by Landlord as hereinafter provided, except as otherwise expressly hereinafter
provided. Tenaut shall not assign or pledge this Lease or sublet the Premises or any part thereof, whether
voluntarily or by operation of law, or permit the use or occupancy of the Premises or any part thereof by anyone
other than Tenant, or suffer or permit any such assignment, pledge, subleasing or occupancy, without Landlord's
prior written consent except as provided herein. If Tenant desires to assign this Lease or sublet any or all of the
Premises, Tenant shall give Landlord written notice (the "Transfer Notice") at least thirty (30) days prior to the
anticipated effective date of the proposed assignment or sublease, which shall contain all of the information
reasonably requested by Landlord to address Landlord's decision criteria specified hereinafter, Landlord shall then
have a period of fifteen (15) days following receipt of the Transfer Notice to notify Tenant in writing that Landlord
elects (i) to consent to the proposed assignment or sublease, subject, however, to Landlord's prior written consent of
the proposed assignee or subtenant and of any related documents or agreements associated with the assigmnent or
sublease, or (ii) to disapprove the proposed assignment or sublease. Landlord's consent to a proposed assignment or
sublease shall not be unreasonably withheld or delayed. Consent to any assignment or subletting shall not constitute
consent to any subsequent transaction to which this Paragraph 2l applies.
(2) Conditions of Landlordos Consent. Without limiting the other instances in which it may be reasonable
for Landlord to withhold Landlord's consent to an assignment or subletting, Landlord and Tenant acknowledge that
it shall be reasonable for Landlord to withhold Landlord's consent in the following instances: if the proposed
assignee does not agree to be bound by and assume the obligations of Tenant under this Lease in form and substance
satisfactory to Landlord; the use of the Premises by such proposed assignee or subtenant would not be a Permitted
Use or would violate any exclusivity or other arrangement which Landlord has with any other tenant or occupant or
any Law or would increase the Parking Density of the Building or Project, or would otherwise result in an
undesirable tenant mix for the Project as determined by Landlord; the proposed assignee or subtenant is not of sound
financial condition as determined by Landlord in Landlord's sole discretion; the proposed assignee or subtenant is a
governmental agency; the proposed assignee or subtenant does not have a good reputation as a tenant ofproperty or
a good business reputation; the proposed assignee or subtenant is a person with whom Landlord is negotiating to
lease space in the Project or is a present tenant of the Project; the assignment or subletting would entail any
Alterations which would lessen the value of the leasehold improvements in the Premises or use of any Hazardous
Materials or other noxious use or use which may disturb other tenants of the Project; or Tenant is in default of any
obligation of Tenant under this Lease, or Tenant has defaulted under this Lease on three (3) or more occasions
during any twelve (12) rnonths preceding the date that Tenant shall request consent. Failure by or refusal of
Landlord to consent to a proposed assignee or subtenant shall not cause a tennination ofthis Lease. At the option of
Landlord, a surrender and termination of this Lease shall operate as an assigmnent to Landlord of some or all
subleases or subtenancies. Landlord shall exercise this option by giving notice ofthat assignment to such subtenants
on or before the effective date of the surrender and termination. In connection with each request for assignment or
subletting, Tenant shall pay, at the time Tenant requ€sts consent, Landlord Landlord's Assignment and Subletting
Fee set forth in the Basic Lease Information for approving such requests. Tenant shall also pay upon demand, all
costs incumed by Landlord or any mortgagee or ground lessor in approving each such request and effecting any such
transfer, including, without limitation, reasonable attorneys' fees (such costs, together with the Assignment and
Subletting Fee, shall be referred to herein as the "Review Reimbursement"). The Review Reimbursement shall be
due and payable whether or not consent is granted.
B. Bonus Rent. Fifty percent (50%) of any Rent or other consideration realized by Tenant under any such sublease or
assignment in excess of the Rent payable hereunder shall be paid to Landlord. In any subletting or assignment undertaken by
Tenant, Tenant shall diligently seek to obtain the maximum rental amount available in the marketplace for comparable space
available for prirnary leasing.
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C. Corporation. If Tenant is a corporation, a transfer of corporate shares by sale, assignment, bequest, inheritance,
operation of law or other disposition (including such a transfer to or by a receiver or trustee in federal or state bankruptcy,
insolvency or other proceedings) resulting in a change in the present control of such corporation or any of its parent
corporations by the person or persons owning a majority ofsaid corporate shares, shall constitute an assignment for purposes
of this Lease.
D. Unincorporated Entity. If Tenant is a parlnership, joint venture, unincorporated limited liability company or other
unincorporated business form, a transfer of the interest of persons, firms or entities responsible for rnanagerial control of
Tenant by sale, assignment, bequest, inheritance, operation of law or other disposition, so as to result in a change in the
present conhol ofsaid entity andlor ofthe underlying beneficial interests ofsaid entity and/or a change in the identity ofthe
persons responsible for the general credit obligations of said entity shall constitute an assignment for all purposes of this
Lease.
E. Liability. No assignment or subletting by Tenant, permitted or otherwise, shall relieve Tenant of any obligation
under this Lease or any guarantor of this Lease of any liability under its guaranty or alter the primary liability of the Tenant
named herein for the payment of Rent or for the performance of any other obligations to be performed by Tenant, including
obligations contained in Paragraph 25 with respect to any assignee or subtenant. Landlord may collect rent or other amounts
or any portion thereof from any assignee, subtenant, or other occupant of the Premises, permitted or otherwise, and apply the
net rent collected to the Rent payable hereunder, but no such collection shall be deemed to be a waiver of this Paragr aph 21 ,
or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the further performance by
Tenant of the obligations of Tenant under this Lease or of any guarantor. Any assignment or subletting which conflicts with
the provisions hereofshall be void.
F. Permitted Transfer. So long as Tenant is not entering into the Permitted Transfer (as defined below) for the
pu{pose of avoiding or otherwise circumventing the remaining terms of this Paragraph 21, Tenant may assign its entire
interest under this Lease, without the consent of Landlord, to (a) an affiliate, subsidiary, or parent of Tenant, or a corporation,
partnership or other legal entity wholly owned by Tenant (collectively, an "Affiliated Party"), or (b) a successor to Tenant
by purchase, merger, consolidation or reorganization, provided that all of the following conditions are satisfied (each such
transfer a "Permitted Transfer" and any such assignee or sublessee of a Permitted Transfer, a "Permitted Transferee"): (i)
Tenant is not in default under this Lease; (ii) the Pemitted Use does not allow the Premises to be used for anything other
than the Permitted Use; (iii) Tenant shall give Landlord written notice at least thirty (30) days prior to the effective date of the
proposed Pennitted Transfer; (iv) with respect to a proposed Permitted Transfer to an Affiliated Party, Tenant continues to
have a net worth equal to or greater than Tenant's net worth at the date of this Lease; and (v) with respect to a purchase,
merger, consolidation or reorganization or any Permitted Transfer which results in Tenant ceasing to exist as a separate legal
entity, (A) Tenant's successor shall own all or substantially all ofthe assets ofTenant, and (B) Tenant's successor shall have
a net worth which is at least equal to the greater of Tenant's net worth at the date of this Lease or Tenant's net worth as of the
day prior to the proposed purchase, merger, consolidation or reorganization. Tenant's notice to Landlord shall include
information and documentation showing that each of the above conditions has been satisfied. If requested by Landlord,
Tenant's successor shall sign a commercially reasonable form of assumption agreement. As used herein, (1) "parent" shall
mean a company which owns a majority of Tenant's voting equity; (2) "subsidiary" shall mean an entity wholly owned by
Tenant or at least fifty-one percent (51 %) of whose voting equity is owned by Tenant; and (3) "affiliate" shall mean an entity
controlled, controlling or under common control with Tenant.
22. AUTHORITY
Landlord represents and warrants that it has full right and authority to enter into this Lease and to perfonn all of Landlord's
obligations hereunder and that all persons signing this Lease on its behalf are authorized to do. Tenant and the person or
persons, if any, signing on behalf of Tenant, jointly and severally repres€nt and warrant that Tenant has full right and
authority to enter into this Lease, and to perform all ofTenant's obligations hereunder, and that all persons signing this Lease
on its behalfare authorized to do so.
Tenant hereby represents and warrants that neither Tenant, nor any persons or entities holding any legal or beneficial interest
whatsoever in Tenant, are (i) the target ofany sanctions program that is established by Executive Order ofthe President or
published by the Office of Foreign Assets Control, U.S. Department of the Treasury ("OFAC"); (ii) designated by the
President or OFAC pursuant to the Trading with the Enemy Act, 50 U.S.C. App, g 5, the Intemational Emergency Economic
Powers Act, 50 U.S.C. S$ 1101-06, the Patriot Act, Public Law 107-56, Executive Order 13224 (September 23,2001) or any
Executive Order of the President issued pursuant to such statutes; or (iii) named on the following list that is published by
OFAC: "List of Specially Designated Nationals and Blocked Persons." If the foregoing representation is untrue at any time
during the Term, Tenant shall immediately notifu Landlord.
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Landlord represents that it is not suspended, debared, or proposed for debannent, otherwise included in the System for
Award Management C'SAM') Exclusions, or declared ineligible by any federal agency or state government agency. Landlord
agrees to notifu Tenant immediately upon learning that it, or any of its affiliates or subcontractors, has been proposed for
suspension, debarment, any other exclusion record in SAM, or any declaration of ineligibility by any federal agency or state
governm€nt agency.
23. CONDEMNATION
A. Condemnation Resulting in Termination. If the whole or any substantial part of the Premises should be taken or
condemned for any public use under any Law, or by right of eminent domain, or by private purchase in lieu thereof, and the
taking would prevent or materially interfere with the Permitted Use of the Premises, either party shall have the right to
terminate this Lease at its option. In such event, the Rent shall be abated during the unexpired portion of this Lease, effective
when the physical taking of said Premises shall have occurred.
B. Condemnation Not Resulting in Termination. If a portion of the Project of which the Premises are a part should
be taken or condemned for any public use under any Law, or by right of eminent domain, or by private purchase in lieu
thereof, and the taking prevents or materially interferes with the Permitted Use of the Premises, and this Lease is not
terminated as provided in Paragraph 23.A. above, the Rent payable hereunder during the unexpired portion of this Lease shall
be reduced, beginning on the date when the physical taking shall have occurred, to such amount as may be fair and
reasonable under all of the circumstances, but only after giving Landlord credit for all sums received or to be received by
Tenant by the condemning authority. Notwithstanding anything to the contrary contained in this Paragraph, if the ternporary
use or occupancy of any part of the Premises shall be taken or appropriated under power of eminent domain during the Term,
this Lease shall be and remain unaffected by such taking or appropriation and Tenant shall continue to pay in full all Rent
payable hereunder by Tenant during the Term; in the event of any such temporary appropriation or taking, Tenant shall be
entitled to receive that portion of any award which represents compensation for the use of or occupancy of the Premises
during the unexpired Term.
C. Award. Landlord shall be entitled to (and Tenant shall assign to Landlord) any and all payment, income, rent,
award or any interest therein whatsoever which may be paid or made in connection with such taking or conveyance and
Tenant shall have no claim against Landlord or otherwise for any sums paid by virtue of such proceedings, whether or not
attributable to the value of any unexpired portion of this Lease, except as expressly provided in this Lease. Notwithstanding
the foregoing, any colnpensation specifically and separately awarded Tenant for Tenant's personal property and moving
costs, shall be and remain the property of Tenant.
D. Waivers. Each party waives the provisions of any statute allowing either party to petition the superior court to
terminate this Lease as a result of a partial taking. Notwithstanding anything herein to the contrary, however, a regulatory
action, ordinance or applicable Laws limiting or temporarily prohibiting Tenant's right to enter or use the Premises or the
Building shall not be construed as a taking or appropriation hereunder and Tenant shall have no right to rent abatement as a
result thereof,
24. CASUALTYDAMAGE
A. General. If the Premises or Building should be damaged or destroyed by fire, tornado, flood, earthquake or other
casualty (collectively, "Casualty"), Landlord or Tenant shall give immediate written notice thereof to the other Pafty, as the
case may be. Within thity (30) days after such notice, Landlord shall notifr Tenant whether in Landlord's estimation
material restoration of the Premises can reasonably be made within one hundred eighty (180) days from the date of such
notice and receipt of required permits for such restoration. Landlord's determination shall be binding on Tenant.
B. Within 180 Days. If the Premises or Building should be damaged by Casualty to such extent that material
restoration can in Landlord's estimation be reasonably completed within one hundred eighty (180) days after the date of such
notice and receipt of required permits for such restoration, this Lease shall not terminate. Provided that insurance proceeds
are received by Landlord to repair the damage, Landlord shall proceed to rebuild and repair the Premises diligently and in the
manner determined by Landlord, except that Landlord shall not be required to rebuild, repair or replace any pafi of any
Alterations which may have been placed on or about the Premises or paid for by Tenant. If the Premises are untenantable in
whole or in part following such damage, the Rent payable hereunder during the period in which they are untenantable shall
be abated proportionately, but only to the extent the Premises are unfit for occupancy.
C. Greater than 180 Days. If the Premises or Building should be damaged by Casualty to such extent that rebuilding
or repairs cannot in Landlord's estimation be reasonably completed within one hundred eighty (180) days after the date of
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such notice and receipt of required permits for such rebuilding or repair, then Landlord shall have the option of either: (l)
terminating this Lease effective upon the date of the occurrence of such damage, in which event the Rent shall be abated
during the unexpired portion of this Lease; or (2) electing to rebuild or repair the Premises diligently and in the manner
determined by Landlord. Landlord shall notifu Tenant of its election within thirty (30) days after Landlord's receipt of notice
of the damage or destruction. Notwithstanding the above, Landlord shall not be required to rebuild, repair or replace any part
of any Alterations which may have been placed, on or about the Premises or paid for by Tenant. If the Premises are
untenantable in whole or in part following such damage, the Rent payable hereunder during the period in which they are
untenantable shall be abated proporlionately, but only to the extent the Premises are unfit for occupancy.
D. Tenant's Fault. Notwithstanding anything herein to the contrary, to the extent the Prernises or any other porlion of
the Building are damaged by Casualfy resulting from the fault, negligence, or breach of this Lease by Tenant or any of
Tenant's Parties, Base Rent and Additional Rent shall not be diminished during the repair of such damage and Tenant shall
be liable to Landlord for the cost and expense ofthe repair and restoration ofthe Building caused thereby to the extent such
cost and expense is not covered by insurance proceeds.
E. Insurance Proceeds. Notwithstanding anything herein to the contrary, if the Premises or Building are damaged or
destroyed and are not fully covered by the insurance proceeds received by Landlord or if the holder of any indebtedness
secured by a mortgage or deed of tnrst covering the Premises requires that the insurance proceeds be applied to such
indebtedness, then in either case Landlord shall have the right to terminate this Lease by delivering written notice of
termination to Tenant within thirty (30) days after the date of notice to Landlord that said damage or destruction is not fully
covered by insurance or such requirement is made by any such holder, as the case may be, whereupon this Lease shall
terminate.
F. Tenant's Personal Property. In the event of any damage or destruction of the Premises or the Building, under no
circumstances shall Landlord be required to repair any injury or damage to, or make any repairs to or replacements of,
Tenant's personal propefy.
G. Waiver. This Paragraph24 shall be Tenant's sole and exclusive remedy in the event of damage or deshuction to the
Premises or the Building. As a material inducement to Landlord entering into this Lease, Tenant hereby waives any rights it
may have under any law, statute or ordinance now or hereafter in effect or also with respect to any destruction of the
Premises, Landlord's obligation for tenantability of the Premises and Tenant's right to make repairs and deduct the expenses
ofsuch repairs.
25. HOLDING OVER
Unless Landlord expressly consents in writing to Tenant's holding over, Tenant shall be unlawfully and illegally in
possession of the Premises, whether or not Landlord accepts any rent from Tenant or any other person while Tenant remains
in possession of the Premises without Landlord's written consent. If Tenant shall retain possession of the Premises or any
portion thereof without Landlord's consent following the expiration of this Lease or sooner termination for any reason, then
Tenant shall pay an amount (on a per month basis without reduction for partial months during the holdover) equal to (a)
l25o/o of the Base Rent and l00o/o of Additional Rent due for the period immediately preceding the holdover during the first
90 days of such holding over, and (b) commencing as of the 9 1 st day of such holding over, I 50oh of the Base Rent and 1 00%
of Additional Rent due for the period immediately preceding the holding over. In addition to the payment of the amounts
provided above, if Tenant fails to vacate the Premises within thirty (30) days after Landlord notifies Tenant that Landlord has
entered into a lease or other agreement for all or any portion ofthe Premises or has received a bona fide offer to lease, license
or otherwise use all or any portion of the Premises, and that Landlord will be unable to deliver possession, or perform
improvements, due to Tenant's holdover, Tenant shall also indemnifli, defend, protect and hold Landlord harmless from any
loss, liability or cost, including consequential and incidental damages and reasonable attorneys' fees, incurred by Landlord
resulting from delay by Tenant in surrendering the Premises, including, without limitation, any claims made by the
succeeding tenant founded on such delay. Acceptance of Rent by Landlord following expiration or earlier termination of this
Lease, or following demand by Landlord for possession of the Premises, shall not constitute a renewal of this Lease, and
nothing contained in this Paragtaph 25 shall waive Landlord's right of reenhy or any other right. Additionally, if upon
expiration or earlier termination of this Lease, or following demand by Landlord for possession of the Premises, Tenant has
not fulfilled its obligation with respect to repairs and cleanup of the Premises or any other Tenant obligations as set forth in
this Lease, then Landlord shall have the right to perform any such obligations as it deems necessary at Tenant's sole cost and
expense, and any time required by Landlord to complete such obligations shall be considered a period of holding over and the
terms of this Paragraph 25 shall apply. The provisions of this Paragraph 25 shall survive any expiration or earlier termination
of this Lease.
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26. DEF'AULT
A.Events of Default. The occunence of any of the following shall constitute an event of default on the part of Tenant:
(1) Abandonment. Abandonment or vacation of the Premises for a continuous period in excess of thirty (30)
days.
(2) Nonpayment of Rent. Failure to pay any installment of Rent or any other amount due and payable
hereunder within ten (10) days following written notice from Landlord that the same is past due.
(3) Other Obligations. Failure to perform any obligation, agreement or covenant under this Lease other than
those matters specified in subparagraphs (l) and (2) of this Paragraph 26.A., and in Paragraphs 8, 16, 18 and 25,
such failure continuing for thirly (30) days after written notice of such failure, as to which time is of the essence.
(4) General Assignment. A general assignment by Tenant for the benefit of creditors
(5) Bankruptcy. The filing of any voluntary petition in bankruptcy by Tenant, or the filing of an involuntary
petition by Tenant's creditors, which involuntary petition remains undischarged for a period of thirty (30) days. If
under applicable law, the hustee in bankruptcy or Tenant has the right to aff,rrm this Lease and continue to perfonn
the obligations of Tenant hereunder, such trustee or Tenant shall, in such time period as may be permitted by the
bankruptcy court having jurisdiction, cure all defaults of Tenant hereunder outstanding as of the date of the
affirmance ofthis Lease and provide to Landlord such adequate assurances as may be necessary to ensure Landlord
of the continued performance of Tenant's obligations under this Lease.
(6) Receivership. The employment of a receiver to take possession of substantially all of Tenant's assets or
Tenant's leasehold of the Premises, if such appointment remains undismissed or undischarged for a period of fifteen
(15) days after the order therefor.
(7) Attachment. The attachment, execution or other judicial seizure of all or substantially all of Tenant's
assets or Tenant's leasehold of the Premises, if such attachment or other seizure remains undisrnissed or
undischarged for a period offifteen (15) days after the levy thereof.
(8) Insolvency. The admission by Tenant in writing of its inability to pay its debts as they become due.
B. Remedies Upon Default. Upon the occurrence of any events of default beyond applicable notice and cure periods
described in Paragraph 26A of this Lease, Landlord may, at any time without waiving or limiting any other right or remedy,
do any one or more of the following: (i) re-enter and take possession of the Premises without terminating this Lease, or (ii)
terminate this Lease, and (iii) pursue any remedy allowed by law or equiry. Nothing in this Paragraph 26.8 shall relieve
Landlord of any duty to exercise its reasonable efforts to mitigate its damages, as required by Law.
(1) Terminate Lease. In the event Landlord elects to terminate this Lease, Landlord shall be additionally
entitled to recover from Tenant: (i) the award by a court having jurisdiction thereof of the amount by which the
unpaid rent and other charges and adjustments called for herein for the balance of the term after the time of such
award exceeds the amoullt of such loss for the same period that Tenant proves could be reasonably avoided and (ii)
that portion of any leasing commission and tenant improvements costs paid by Landlord applicable to the unexpired
term ofthe Lease.
(2) Tenant Payment of Costs. Whether Landlord has elected to terminate this Lease or not, Tenant agrees to
pay Landlord the cost of recovering possession of the Premises, the expenses of reletting, and any other costs or
darnages arising out of the default, including without limitation the costs of removing persons and property from the
Premises, the costs of preparing or altering the Premises for reletting, broker's commissions, and attorneys' fees.
(3) No Termination. No re-entry or taking possession of the Premises by Landlord pursuant to this Section
21, or acceptance of Tenant's keys to or surrender of the Premises shall be construed as an election to terminate this
Lease unless a written notice of such intention is given to Tenant. Nofwithstanding any reentry or termination, the
liability of Tenant for the Rent shall continue for the balance of the Term, and Tenant shall make good to Landlord
any deficiency arising from reletting the Premises at a lesser rent than the Rent provided for in this Lease. Tenant
shall pay such deficiency each month as the amount thereof is ascefiained by Landlord.
(4) Landlord Election to Make Tenant Advances. If Tenant shall fail to pay any sum of money owed to any
party other than Landlord, for which Tenant is liable under this Lease, or ifTenant shall fail to perform any other act
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on its part to be performed hereunder, and such failure continues beyond applicable notice and cure period, Landlord
may, without waiving or releasing Tenant from its obligations or waiving or releasing any rights that Landlord may
have, make any such payment or perform any other act to be made or perfonned by Tenant. All sums so paid by
Landlord and all necessary incidental costs, together with interest thereon at the Applicable Interest Rate fiom the
date of such payment by Landlord, shall be deemed additional Rent and shall be paid to Landlord on dernand.
(5) Cumulative Remedies. No remedy or election under this Lease shall be deemed exclusive but shall,
wherever possible, be cumulative with all other remedies at law or in equity
(6) Increased Security Deposit. If Tenant is in default under Paragraph 26.A.(2) hereof and such default
remains uncured for ten (10) days after such occurrence or such default occurs more than three times in any twelve
(12) rnonth period, Landlord may require that Tenant provide or increase the Security Deposit to the amount of three
times the current month's Rent at the time of the most recent default.
C. Late Charge. In addition to its other remedies, Landlord shall have the right without notice or demand to add to the
amount of any payment required to be made by Tenant hereunder, and which is not paid and received by Landlord on or
before the ftrst day of each calendar month, an amount equal to an amount equal to five percent (5%) of the delinquent
amount, or $ 150.00, whichever amount is greater, for each month or portion thereof that the delinquency remains outstanding
to compensate Landlord for the loss of the use of the amount not paid and the administrative costs caused by the delinquency,
the parties agreeing that Landlord's damage by virrue of such delinquencies would be extremely difficult and impracticable to
compute and the amount stated herein represents a reasonable estirnate thereof. Any waiver by Landlord of any late charges
or failure to claim the same shall not constitute a waiver of other late charges or any other rernedies available to Landlord.
D. Interest. Interest shall accrue on all sums not paid when due herennder at the lesser of ten percent ( 1 0%) per annum
or the maximum interest rate allowed by law ("Applicable Interest Rate") from the due date until paid in full.
E. Replacement of Statutory Notice Requirements. When this Lease requires service of a notice, that notice shall
replace rather than supplement any equivalent or sirnilar stafutory notice. When a statute requires service of a notice in a
particular manner, service of that notice (or a similar notice required by this Lease) in the manner required by this Paragraph
26 shall replace and satisfy the statutory service-of-notice procedures.
27. LIENS
Tenant shall at all times keep the Premises and the Project free from liens arising out of or related to work or services
performed, materials or supplies furnished or obligations incurred by or on behalf of Tenant or in connection with work
made, suffered or done by or on behalf of Tenant in or on the Premises or Project. If Tenant shall not, within ten (10)
business days following the imposition of any such lien, cause the same to be released of record by payment or posting of a
proper bond, Landlord shall have, in addition to all other remedies provided herein and by law, the right, but not the
obligation, to cause the same to be released by such means as Landlord shall deem proper, including payment of the claim
giving rise to such lien. All sums paid by Landlord on behalf of Tenant and all expenses incurred by Landlord in connection
therefor shall be payable to Landlord by Tenant on demand with interest as Additional Rent. Landlord shall have the right at
all times to post and keep posted on the Premises any notices permitted or required by law, or which Landlord shall deern
proper, for the protection of Landlord, the Premises, the Project and any other party having an interest therein, from
mechanics' and materialmen's liens, and Tenant shall give Landlord not less than ten (10) business days prior written notice
of the commencement of any work in the Premises or Project which could lawfully give rise to a claim for mechanics' or
materialmen's liens to permit Landlord to post and record a timely notice of non-responsibility, as Landlord may elect to
proceed or as the law may from time to time provide, for which pu{pose, if Landlord shall so determine, Landlord may enter
the Premises. Tenant shall not remove any such notice posted by Landlord without Landlord's consent, and in any event not
before completion of the work which could lawfully give rise to a claim for mechanics' or materialmen's liens.
Tenant hereby grants Landlord a security interest, and this Lease constitutes a security agreement, within the meaning of and
pursuant to the Uniform Commercial Code of the state in which the Premises are situated as to all of Tenant's property
situated in, or upon, or used in connection with the Premises (except merchandise sold in the ordinary course of business) as
security for all of Tenant's obligations hereunder, including, without limitation, the obligation to pay rent. Such personalty
thus encumbered includes specifically all trade and other hxtures for the purpose of this Paragraph and inventory, equipment,
contract rights, accounts receivable and the proceeds thereof. In order to perfect such security interest, Tenant shall execute
such financing statements and file the same at Tenant's expense at the state and county Uniform Commercial Code filing
offices as often as Landlord in its discretion shall require.
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28. INTENTIONALLYOMITTDD
29. TRANSFERSBYLANDLORI)
In the event of a sale or conveyance by Landlord of the Building or a foreclosure by any creditor of Landlord, the same shall
operate to release Landlord from any liability upon any ofthe covenants or conditions, express or implied, herein contained
in favor ofTenant, to the extent required to be performed after the passing oftitle to Landlord's successor-in-interest. In such
event, Tenant agrees to look solely to the responsibility of the successor-in-interest of Landlord under this Lease with respect
to the performance of the covenants and duties of "Landlord" to be performed after the passing of title to Landlord's
successor-in-interest. This Lease shall not be affected by any such sale and Tenant agrees to attom to the purchaser or
assignee. Landlord's successor(s)-in-interest shall not have liability to Tenant with respect to the failure to perform any of
the obligations of "Landlord," to the extent required to be performed prior to the date such successor(s)-in-interest became
the owner of the Building.
30. RIGHT OF LANDLORD TO PERFORM TENANT'S COVENANTS
All covenants and agreements to be performed by Tenant under any of the terms of this Lease shall be performed by Tenant
as provided herein. If Tenant shall fail to pay any sum of money, other than Base Rent, required to be paid by Tenant
hereunder or shall fail to perform any other act on Tenant's part to be performed hereunder, including Tenant's obligations
under Paragraph 11 hereof, and such failure shall contintre for fifteen (15) days after notice thereofby Landlord, in addition
to the other rights and remedies of Landlord, Landlord may make any such payment and perform any such act on Tenant's
part. In the case of an emergency, no prior notification by Landlord shall be required. Landlord may take such actions
without any obligation and without releasing Tenant from any of Tenant's obligations. All sums so paid by Landlord and all
incidental costs incurred by Landlord and interest thereon at the Applicable Interest Rate, from the date of payment by
Landlord, shall be paid to Landlord on demand as Additional Rent.
31. WAIVER
If either Landlord or Tenant waives the performance of any term, covenant or condition contained in this Lease, such waiver
shall not be deemed to be a waiver of any subsequent breach of the same or any other tem, covenant or condition contained
herein, or constitute a course of dealing contrary to the expressed terms of this Lease. The acceptance of Rent by Landlord
(including, without limitation, through any "lockbox") shall not constitute a waiver of any preceding breach by Tenant of any
tem, covenant or condition of this Lease, regardless of Landlord's knowledge of such preceding breach at the time Landlord
accepted such Rent. Failure by Landlord or Tenant to enforce any ofthe terms, covenants or conditions ofthis Lease for any
length of time shall not be deemed to waive or decrease the right of Landlord or Tenant to insist thereafter upon strict
perfonnance by the other party. Waiver of any term, covenant or condition contained in this Lease may only be made by a
written docurnent signed by the waiving party, based upon full knowledge of the circumstances.
32. NOTICES
Each provision of this Lease or of any applicable govemmental laws, ordinances, regulations and other requirements with
reference to sending, mailing, or delivery of any notice or the making of any payment by Landlord or Tenant to the other
shall be deemed to be complied with when and if the following steps are taken:
A. Rent. All Rent and other payments required to be made by Tenant to Landlord hereunder shall be payable to
Landlord at Landlord's Remittance Address set forth in the Basic Lease Information, or at such other address as Landlord
may specify from time to time by wriften notice delivered in accordance herewith. Tenant's obligation to pay Rent and any
other amounts to Landlord under the terms of this Lease shall not be deemed satisfied until such Rent and other amounts have
been actually received by Landlord.
B. Other. All notices, demands, consents and approvals which may or are required to be given by either party to the
other hereunder shall be in writing and either personally delivered, sent by commercial overnight courier, mailed, cerlified or
registered, postage prepaid with confirmed receipt (and with an original sent by commercial overnight courier), and in each
case addressed to the party to be notihed at the Notice Address for such party as specified in the Basic Lease Information or
to such other place as the parly to be notified may from time to time designate by at least fifteen (15) days notice to the
notifuing party. Notices shall be deemed served upon receipt or refusal to accept delivery. Tenant appoints as its agent to
receive the service of all default notices and notice of commencement of unlawful detainer proceedings the person in charge
of or apparently in charge of occupying the Prernises at the time, and, if there is no such person, then such service may be
made by attaching the same on the main entrance of the Premises.
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C. Required Notices. Tenant shall immediately notifu Landlord in writing of any notice of a violation or a potential or
alleged violation of any Law that relates to the Premises or the Project, or of any inquiry, investigation, enforcement or other
action that is instituted or threatened by any govemmental or regulatory agency against Tenant or any other occupant of the
Premises, or any claim that is instituted or threatened by any third party that relates to the Premises or the Project.
33. ATTORNEYS'FEES
If Landlord places the enforcement of this Lease, or any part thereof, or the collection of any Rent due, or to become due
hereunder, or recovery of possession of the Premises in the hands of an attorney, Tenant shall pay to Landlord, upon demand,
Landlord's reasonable attorneys' fees and court costs, whether incurred without trial, at trial, appeal or review. In any action
which Landlord or Tenant brings to enforce its respective rights hereunder, the unsuccessful party shall pay all costs incurred
by the prevailing party including reasonable attorneys' fees, to be fixed by the court, and said costs and attomeys' fees shall
be a part of the judgment in said action.
34. SUCCESSORS AND ASSIGNS
This Lease shall be binding upon and inure to the benefit of Landlord, its successors and assigns, and shall be binding upon
and inure to the beneftt of Tenant, its successors, and to the extent assignment is approved by Landlord as provided
hereunder, Tenant's assigns.
35. T'ORCE MAJEURE
Except for Rent and other monetary obligations payable pursuant to the terms of this Lease (which shall not be extended or
excused for any reason or under any circumstance), any prevention, delay, or stoppage that is unable to be foreseen and
prevented due to sh'ikes, lockouts, labor disputes, acts of God or Nature, inability to obtain labor or materials or reasonable
substifutes therefore, govemmental restrictions, govemmental regulations, governmental controls, judicial orders, enemy or
hostile governmental action, civil commotion, fire or other casualty, and other causes beyond the reasonable control of the
party obligated to perform shall excuse the performance by such party for a period equal to any such prevention, delay or
stoppage, provided, however, that the parfy claiming the benefit of this provision shall, as soon as reasonably practicable after
the occurrence of any event, (a) provide written notice to the other party of the nature and extent of the event; and (b) use
commercially reasonable efforts to remove the force majeure event and resume performance under this Lease as soon as
reasonably practicable.
36. SURRENDEROF'PREMISES
Tenant shall, upon expiration or sooner termination of this Lease, sunender the Premises to Landlord in the same condition
as existed on the date Tenant originally took possession thereof, including, but not limited to, all interior walls cleaned, all
interior painted surfaces repainted in the original color, all holes in walls repaired, all carpets shampooed and cleaned, and all
floors cleaned, waxed, and free of any Tenant-introduced marking or painting, all to the reasonable satisfaction of Landlord.
Tenant shall remove all of its debris from the Project. At or before the time of surrender, Tenant shall comply with the terms
of Paragraph 12.A. hereof with respect to Alterations to the Premises and all other matters addressed in such Paragraph. If
the Premises are not so surrendered at the expiration or sooner termination of this Lease, the provisions of Paragraph 25
hereof shall apply. All keys to the Premises or any part thereof shall be surrendered to Landlord upon expiration or sooner
termination of the Term. Tenant shall give written notice to Landlord at least thirty (30) days prior to vacating the Premises
and shall meet with Landlord for a joint inspection of the Premises at the time of vacating, but nothing contained herein shall
be construed as an extension ofthe Term or as a consent by Landlord to any holding over by Tenant. In the event ofTenant's
failure to give such notice or participate in such joint inspection, Landlord's inspection at or after Tenant's vacating the
Premises shall conclusively be deemed correct for purposes of determining Tenant's responsibility for repairs and restoration.
Any delay caused by Tenant's failure to cany out its obligations under this Paragraph 36 beyond the term hereof, shall
constifute unlawful and illegal possession of Prernises under Paragraph 25 hereof.
37. PARKING
So long as Tenant is occupying the Premises, Tenant and Tenant's Parties shall have the right to use up to the number of
parking spaces, ifany, specified in the Basic Lease Information on an unreserved, nonexclusive, first come, first served basis,
for passenger-size automobiles, in the parking areas in the Project designated from time to time by Landlord for use in
common by tenants of the Building. The parking rights granted under this Paragraph 37 are personal to Tenant and are not
transferable except upon the express written consent ofLandlord.
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Tenant may request additional parking spaces from time to time and if Landlord in its sole discretion agrees to make
such additional spaces available for use by Tenant, such spaces shall be provided on a rnonth-to-month unreserved and
nonexclusive basis (unless otherwise agreed in writing by Landlord), and subject to such parking charges as Landlord shall
detetmine, and shall otherwise be subject to such terms and conditions as Landlord may require.
Tenant shall at all times comply and shall cause all Tenant's Parlies and visitors to comply with all Laws and any rules
and regulations established frorn time to time by Landlord relating to parking at the Project, including any keycard, sticker or
other identification or entrance system, and hours of operation, as applicable; provided that Landlord provide Tenant with not
less than thirty (30) days advance notice thereofand that any such change (i) shall not require Tenant to pay additional Rent,
(ii) shall not materially adversely affect Tenants rights and obligations under the Lease, and (iii) shall be applied equitably to
all tenants of the Building.
EXCEPT TO THE EXTENT PROVIDED HEREIN OR DUE TO LANDLORD'S GROSS NEGLIGENCE,
WILLFUL MISCONDUCT OR F'RAUD OR BREACH OF TIIIS LEASE, LANDLORD SHALL NOT BE LIABLE
FOR ANY LOSS, INJURY OR DAMAGE TO PERSONS USING THE PARKING F'ACILITY OR AUTOMOBILES
OR OTHER PROPERTY THEREIN,IT BEING AGREED THAT, TO THE F'ULLEST EXTENT PERMITTED BY
LAW, THE USE OF THE SPACES SHALL BE AT THE SOLE RISK OF TENANT AND TENANT'S PARTIES.
WITHOUT LIIUITING THE FOREGOING, EXCEPT TO THE EXTENT PROVIDED HEREIN OR DUE TO
LANDLORD'S GROSS NEGLIGENCE, WILLF'UL MISCONDUCT OR F'RAUD OR BREACH OF'THIS LEASE,
TENANT TIEREBY 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 ACTryITIES
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 PARTIES FOR ANY SAID CAUSES OF ACTION.
Without limiting the foregoing, if Landlord alranges for the parking areas to be operated by an independent contractor
not affiliated with Landlord, Tenant acknowledges that Landlord shall have no liability for claims arising through acts or
omissions ofsuch independent contractor. In all events, Tenant agrees to look first to its insurance carrier and to require that
Tenant's Parties look first to their respective insurance carriers for payment of any losses sustained in connection with any
use ofthe parking areas to the extent the independent parking contractor is not liable for losses attributable to Tenant Parties
property.
Landlord reserves the right to assign specific spaces, and to reserve spaces for visitors, small cars, disabled persons or for
other tenants or guests, and Tenant shall not park and shall not allow Tenant's Parties to park in any such assigned or
reserved spaces. Tenant may validate visitor parking by such method as Landlord may approve, at the validation rate from
time to time generally applicable to visitor parking. Landlord also reseles the right to alter, modif,i, relocate or close all or
any portion of the parking areas in order to make repairs or perform maintenance service, or to restripe or renovate the
parking areas, or if required by casualty, condemnation, act of God, Laws or for any other reason deemed reasonable by
Landlord.
Tenant shall not store or pennit its employees to store any autornobiles in the parking facility servicing the Project
without the prior written consent of Landlord. Except for emergency repairs, Tenant and its employees shall not perform any
work on any automobiles while located in the parking facility, or on the Project.
38. MISCELLANEOUS
A. General. The term "Tenant" or any pronoun used in place thereof shall indicate and include the masculine or
feminine, the singular or plural number, individuals, firms or corporations, and their respective successors, executors,
administrators and permitted assigns, according to the context hereof.
B. Time. Time is of the essence regarding this Lease and all of its provisions.
C. Choice of Law. This Lease shall in all respects be govemed by the laws of the State in which the Building is
located.
D. Entire Agreement. This Lease, together with its Exhibits, addenda and attachments and the Basic Lease
Information, contains all the agreements of the patlies hereto and supersedes any previous negotiations. There have been no
representations made by the Landlord or understandings made between the parties other than those set forth in this Lease and
its Exhibits, addenda and attachments and the Basic Lease Infomration.
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E. Modification. This Lease may not be modified except by a written instrument signed by the parties hereto. Tenant
accepts the area of the Premises as specified in the Basic Lease Information as the approximate area of the Premises for all
purposes under this Lease, and acknowledges and agrees that no other definition ofthe area (rentable, usable or otherwise) of
the Premises shall apply. Tenant shall in no event be entitled to a recalculation of the square footage of the Premises,
rentable, usable or otherwise, and no recalculation, if made, irrespective of its purpose, shall reduce Tenant's obligations
under this Lease in any manner, including without limitation the amount of Base Rent payable by Tenant or Tenant's
Proportionate Share ofthe Building and ofthe Project.
F. Severability. If, for any reason whatsoever, any of the provisions hereof shall be unenforceable or ineffective, all of
the other provisions shall be and remain in full force and effect.
G. Recordation. Tenant shall not record this Lease or a short form memorandum hereof.
H. Examination of Lease. Submission of this Lease to Tenant does not constitute an option or offer to lease and this
Lease is not effective otherwise until execution and delivery by both Landlord and Tenant.
L Accord and Satisfaction. No payment by Tenant of a lesser amount than the total Rent due nor any endorsement
on any check or letter accompanying any check or payment of Rent shall be deemed an accord and satisfaction of fulI
payment of Rent, and Landlord may accept such payment without prejudice to Landlord's right to recover the balance of such
Rent or to pursue other remedies. All offers by or on behalf of Tenant of accord and satisfaction are hereby rejected in
advance.
J. Easements. Landlord may grant easements on the Project and dedicate for public use portions of the Project
without Tenant's consent; provided that no such grant or dedication shall materially interfere with Tenant's Permitted Use of
the Premises. Upon Landlord's request, Tenant shall execute, acknowledge and deliver to Landlord documents, instruments,
maps and plats necessary to effectuate Tenant's covenants hereunder.
K. Drafting and Determination Presumption. The parties acknowledge that this Lease has been agreed to by both
the parties, that both Landlord and Tenant have consulted with attorneys with respect to the terms of this Lease and that no
presumption shall be created against Landlord because Landlord drafted this Lease. Except as otherwise specifically set forth
in this Lease, with respect to any consent, determination or estimation of Landlord required or allowed in this Lease or
requested of Landlord, Landlord's consent, determination or estimation shall be given or made solely by Landlord in
Landlord's good faith opinion, whether or not objectively reasonable. If Landlord fails to respond to any request for its
consent within the time period, if any, specified in this Lease, Landlord shall be deemed to have disapproved such request.
L. Exhibits. The Basic Lease Information, and the Exhibits, addenda and attachments attached hereto are hereby
incorporated herein by this reference and made a part ofthis Lease as though fully set forth herein.
M. No Light' Air or View Easement. Any diminution or shutting off of light, air or view by any shucture which may
be erected on lands adjacent to or in the vicinity of the Building shall in no way affect this Lease or impose any liability on
Landlord.
N. No Third Party Benefit. This Lease is a contract between Landlord and Tenant and nothing herein is intended to
create any third party benefit.
O. Quiet Enjoyment. Upon payment by Tenant of the Rent, and upon the observance and performance of all of the
other covenants, terms and conditions on Tenant's part to be observed and performed, Tenant shall peaceably and quietly
hold and enjoy the Premises for the term hereby demised without hindrance or intemrption by Landlord or any other person
or persons lawfully or equitably claiming by, through or under Landlord, subject, nevertheless, to all of the other terms and
conditions of this Lease. Landlord shall not be liable for any hindrance, intemrption, interference or disturbance by other
tenants or third persons, nor shall Tenant be released frorn any obligations under this Lease because of such hindrance
intemrption, interference or disturbance.
P. Counterparts. This Lease may be executed in any number of counterpartso each of which shall be deemed an
original.
a. Multiple Parties. If more than one person or entify is named herein as Tenant, such multiple parties shall have joint
and several responsibilify to cornply with the terms of this Lease.
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R. Prorations. Any Rent or other amounts payable to Landlord by Tenant hereunder for any fractional month shall be
prorated based on a month of 30 days. As used herein, the term "fiscal year" shall mean the calendar year or such other fiscal
year as Landlord may deem appropriate.
A.
39.
Options to Extend Lease.
ADDITIONAL PROVISIONS
(1) Provided Tenant is not in default under any of the terms and conditions of this Lease at the time of
notification, Tenant shall have two (2) options to extend (each, an "Extension Option" and, collectively, the "Extension
Options") this Lease, for a term of sixty (60) months each (each, an "Extension Term"), for the portion of the Premises
being leased by Tenant as of the date the applicable Extension Term is to commence, on the same terms and conditions set
forth in this Lease, except as modified by the terms, covenants and conditions as set forth below:
(a) If Tenant elects to exercise the applicable Extension Option, then Tenant shall provide
Landlord with written notice no earlier than the date which is twelve (12) months prior to the expiration of the then current
Term of this Lease but no later than the date which is nine (9) months prior to the expiration of the then current Term of this
Lease. IfTenant fails to provide such notice, Tenant shall have no further or additional right to extend or renew the Term of
this Lease.
(b) During the applicable Extension Term, the Base Rent in effect at the expiration of the
then current Term shall be adjusted to reflect the Prevailing Market (defined below) rate. Landlord shall advise Tenant of the
new Base Rent for the Premises no later than thirty (30) days after receipt of Tenant's written request therefor. Said request
shall be made no earlier than thirty (30) days prior to the first date on which Tenant may exercise its Renewal Option under
this Paragraph 39.A. Said notification of the new Base Rent may include a provision for its escalation to provide for a
change in fair market rental between the time of notification and the commencement of the applicable Extension Term.
(c) If Tenant and Landlord are unable to agree on a mutually acceptable Base Rent for the
Extension Term not later than ninety (90) days prior to the expiration of the initial Term, then Landlord and Tenant, within
five (5) days after such date, shall each simultaneously submit to the other, in a sealed envelope, its good faith estimate of the
Prevailing Market rate for the Premises during the Extension Term (collectively referred to as the "Estimates"). If the higher
of such Estimates is not more than one hundred five percent (105%) of the lower of such Estimates, then the Prevailing
Market rate shall be the average of the two Estimates. If the Prevailing Market rate is not established by the exchange of
Estimates, then, within seven (7) days after the exchange of Estimates, Landlord and Tenant shall each select an appraiser to
determine which of the two Estimates most closely reflects the Prevailing Market rate for the Premises during the Extension
Term, Each appraiser so selected shall be certified as an MAI appraiser and shall have had at least five (5) years experience
within the previous ten (10) years as a real estate appraiser working in the Renton, Tukwila, and "SeaTac" areas of
Washington, with working knowledge of current rental rates and practices. For purposes hereof, an "MAI" appraiser means
an individual who holds an MAI designation conferred by, and is an independent member of, the American Institute of Real
Estate Appraisers (or its successor organization, or in the event there is no successor organization, the organization and
designation most similar).
(d) Upon selection, Landlord's and Tenant's appraisers shall work together in good faith to
agree upon which of the two Estirnates most closely reflects the Prevailing Market rate for the Premises. The Estimates
chosen by such appraisers shall be binding on both Landlord and Tenant. If either Landlord or Tenant fails to appoint an
appraiser within the seven (7) day period referred to above, the appraiser appointed by the other party shall be the sole
appraiser for the purposes hereof. If the two appraisers cannot agree upon which of the two Estimates most closely reflects
the Prevailing Market rate within twenfy (20) days after their appointment, then, within ten (10) days after the expiration of
such twenty (20) day period, the two appraisers shall select a third appraiser meeting the aforementioned criteria. Once the
third appraiser (i.e., the arbitrator) has been selected as provided for above, then, as soon thereafter as practicable but in any
case within fourteen ( 14) days, the arbitratot shall make his or her determination of which of the fwo Estimates most closely
reflects the Prevailing Market rate and such Estimate shall be binding on both Landlord and Tenant as the Prevailing Market
rate for the Premises. If the arbitrator believes that expert advice would materially assist him or her, he or she may retain one
or more qualified persons to provide such expert advice. The parties shall share equally in the costs ofthe arbitrator and of
any experts retained by the arbitrator. Any fees of any appraiser, counsel or experts engaged directly by Landlord or Tenant,
however, shall be borne by the party retaining such appraiser, counsel or expert.
(e) If the Prevailing Market rate has not been determined by the commencement date of the
applicable Extension Term, Tenant shall pay Base Rent upon the tenns and conditions in effect during the last month of the
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initial Term until such time as the Prevailing Market rate has been determined. Upon such determination, the Base Rent for
the Prernises shall be retroactively adjusted to the commencement of such Extension Term for the Premises.
(0 The Extension Options are not transferable; the parties hereto acknowledge and agree that
they intend that the Extension Options shall be "personal" to Tenant as set forth above and that in no event will any assignee
(other than a Permitted Transferee) or sublessee have any rights to exercise the Extension Options.
(g) If Tenant fails to validly exercise the first Extension Option, Tenant shall have no further
right extend the Term of this Lease. In addition, if both Extension Options are validly exercised or if Tenant fails to validly
exercise the second Extension Option, Tenant shall have no further right to extend the Term of this Lease.
(2) For purposes of this Extension Option, "Prevailing Market" shall mean the arms' length fair
market annual rental rate per rentable square foot under renewal leases and amendments entered into on or about the date on
which the Prevailing Market is being determined hereunder for space comparable to the Premises in the Building and
buildings comparable to the Building in the Renton, Tukwila, and "SeaTac" areas of Washington as of the date the applicable
Extension Term is to commence, taking into account the specific provisions of this Lease which will remain constant. The
detennination of Prevailing Market shall take into account any material economic differences between the terms of this Lease
and any cotnparison lease or amendment, such as rent abatements, construction costs and other concessions and the manner,
if any, in which the landlord under any such lease is reimbursed for operating expenses and taxes. The determination of
Prevailing Market shall also take into consideration any reasonably anticipated changes in the Prevailing Market rate from
the time such Prevailing Market rate is being determined and the time such Prevailing Market rate will become effective
under this Lease.
B. Right of First Offer
(1) Provided Tenant is not then in default under the terms, covenants and conditions of this Lease,
Tenant shall have an ongoing right of first offer (the "Offer Right") to lease each separately demised space in the Project
(each, a "Potential Offer Space") at such time as such Potential Offer Space becomes Available (defined below). Tenant's
Offer Right shall be exercised as follows: at any time after Landlord has determined that a Potential Offer Space has become
Available, Landlord shall advise Tenant (the "Advice") of the terms under which Landlord is prepared to lease such Potential
Offer Space (the "Offer Space") to Tenant on the terms set forth in the Advice. For purposes hereof, an Offer Space shall be
deemed to become "Available" as follows: (i) if the Offer Space is not under lease to a third party as of the date of mutual
execution and delivery of this Lease, the Offer Space shall be deemed to first become Available if, after Landlord's first
leasing of the Offer Space following the date of this Lease is mutually executed and delivered but prior to Landlord's next
leasing of the Offer Space (other than to the existing tenant) Landlord has located a prospective tenant (other than the existing
tenant) that may be interested in leasing the Offer Space; and (ii) thereafter, or if the Offer Space is under lease to a third
party as of the date of mutual execution and delivery of this Lease, the Offer Space shall be deemed to become Available
after Landlord has reasonably determined that the third-party tenant of the Offer Space will not extend or renew the term of
its lease, or enter into a new lease, for the Offer Space. Tenant may lease such Offer Space in its entirety only, under such
tetms, by delivering written notice of exercise to Landlord (the "Notice of Exercise") within ten (10) Business Days after the
date of the Advice, failing which Landlord may lease the subject Offer Space to any third party on whatever basis Landlord
desires, and Tenant shall have no further rights with respect to such subject Offer Space until the subject Offer Space again
becomes Available. If Tenant exercises its Offer Right for the Offer Space in accordance with the terms and conditions of
this Paragraph 39.8, effective as of the date Landlord delivers the subject Offer Space, such Offer Space shall automatically
be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord's
notice and as follows:
(a) Tenant's Proportionate Share shall be recalculated, using the total square footage ofthe Premises,
as increased by the subject Offer Space, as the case may be.
(b) The subject Offer Space shall be leased on an "as is" basis and Landlord shall have no obligation
to improve the subject Offer Space or grant Tenant any improvement allowance thereon, except as
provided in subclause (e) below.
(c) The term for the subject Offer Space shall commence upon the commencement date stated in the
Advice and thereupon such Offer Space shall be considered a part ofthe Premises, provided that all ofthe
terms stated in the Advice, shall govem Tenant's leasing of the Offer Space and only to the extent that they
do not conflict with the Advice, the terms and conditions of this Lease shall apply to the Offer Space.
Tenant shall pay Base Rent, Tenant's Proportionate Share of Operating Expenses and any other Additional
Rent for the Offer Space in accordance with the terns and conditions of the Advice.
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(d) The Term for the Offer Space shall be coterminous with the Term for the balance of the Premises;
provided, however, that if, as of the commencement date for the Offer Space stated in the Advice, less than
24 full calendar months remain in the Term, then, notwithstanding anything to the contrary herein, Tenant
may only exercise its Offef Right if Tenant simultaneously exercises an Extension Option (in which event,
the terms upon which Tenant shall lease the Premises and the Offer Space during the Extension Term shall
be determined in accordance with Paragraph 39.A above).
(e) The initial annual rate per rentable square foot ofthe applicable Offer Space shall be the same as
the annual rate per rentable square foot for the initial Premises on the date the term for the Offer Space
comtnences and thereafter, Base Rent for the applicable Offer Space shall increase at such times and in
such amount as Base Rent for the initial Premises, it being the intent of Landlord and Tenant that the
annual rate per rentable square foot for the Offer Space shall always be the same as the annual rate per
rentable square foot for the initial Premises. If Tenant exercises its Offer Right during the initial Term,
Tenant shall be entitled to receive an allowance (the "Offer Space Allowance") equal to $25.00 per square
foot of rentable area in the applicable Offer Space leased by Tenant. Such Offer Space Allowance shall be
applied toward the cost of initial irnprovements to be performed in the subject Offer Space (the "Offer
Space Improvements"), including the cost of preparing plans, drawings and specifications in connection
therewith. The Offer Space Allowance shall be disbursed during construction of the Offer Space
Improvements (but no more often than once every thirty (30) days) upon receipt by Landlord of necessary
waivers of mechanics liens from the general contractor and the subcontractors, percentage completion
certifiaates from Tenant, the general contractor and Tenant's architect, a swofir contractor's affidavit from
the general contractor, a request to disburse from Tenant containing an approval by Tenant of the work
done, and such other documents as Landlord may reasonably request. Landlord shall disburse the Offer
Space Allowance funds within thirty (30) days of receipt of the documentation described above, subject to
ten percent (10%) retention, to the order of the general contractor or, at Landlord's election, to the joint
order of the general contractor and all included subcontractors. If the cost of the Offer Space
Improvements exceeds the Offer Space Allowance, then the Offer Space Allowance will be disbursed in
the proportion that the Offer Space Allowance bears to the total cost of the Offer Space Improvements.
Upon completion of the Offer Space Improvements, and prior to final disbursernent of the Offer Space
Allowance and the ten percent (10%) retention, Tenant shall fumish Landlord with: (i) general contractor
and architectural completion affidavits, (iD fulI and final waivers of lien, (iii) receipted bills covering all
labor and materials expended and used, (iv) as-built plans of the Offer Space hnprovements, (v) the
certification of Tenant and its architect that the Offer Space Improvements have been installed in a good
aud workmanlike manner in accordance with the approved plans and in accordance with applicable codes
and ordinances, and (vi) such other documents as Landlord may reasonably request to evidence the proper
completion and payment of the Offer Space Improvements. Notwithstanding anything herein to the
contrary, Landlord shall not be obligated to disburse any portion of the Offer Space Allowance during the
continuance ofan uncured default under the Lease, and Landlord's obligation to disburse shall only resume
when and if such default is cured. The Offer Space Allowance may only be used for the cost of labor,
material, permits and contractors fees for the Offer Space Improvements to the Offer Space and the cost of
preparing plans and drawings in connection therewith. In no event shall the Offer Space Allowance be
used for the purchase of equiprnent, furniture or other items of personal property of Tenant. Any Offer
Space Allowance remaining after the date which is six (6) months following the commencement of the
term for the Offer Space shall accrue to Landlord and Tenant shall have no claim in connection therewith.
(0 The parking ratio applicable to the Offer Space shall be 5.0 unreserved spaces per 1,000 square
feet of such Offer Space.
(2) Notwithstanding anything to the contrary set forth herein, Tenant shall have no such Offer Right
with respect to the subject Offer Space, as the case may be, and Landlord need not provide Tenant with an Advice, if: (a)
Tenant is in default under this Lease at the time that Landlord would otherwise deliver its Advice for the subject Offer Space
as described above; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver its written
notice of the subject Offer Right as described above; (c) this Lease has been assigned (other than to a Pemitted Transferee)
prior to the date Landlord would otherwise deliver its written notice of the subject Offer Right as described above; (d) Tenant
or a Permitted Transferee is not occupying the Premises on the date Landlord would otherwise deliver its written notice of the
Offer Right as described above; or (e) the existing tenant in the subject Offer Space is interested in extending or renewing its
lease for such Offer Space or entering into a new lease for such Offer Space.
(3) If Landlord is delayed delivering possession of the subject Offer Space due to the holdover or
unlawful possession ofsuch space by any pafty, Landlord shall use reasonable efforts to obtain possession ofsuch space, and
{27 10 -00 t 42 101 10261 s ;6}
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the cornmencement of the term for the subject Offer Space shall be postponed until the date Landlord delivers possession of
the subject Offer Space to Tenant free frorn occupancy by any party.
(4) Notwithstanding any contrary provision hereof, Landlord shall not be required to provide Tenant
with an Advice, and Tenant shall not be entitled to exercise its Right of First Offer, (i) if any of the Extension Options are
then remaining, after the date occuring 9 months before the scheduled Expiration Date of this Lease (as determined taking
into account any valid exercise by Tenant of its Extension Option), or (ii) if none of the Extension Options are then
remaining, after the date occurring 24 months before the Expiration Date of this Lease. If Landlord leases a Potential Offer
Space to a third party as permitted under Paragraph 39.8(1) above and subsequently determines that such Potential Offer
Space has again become Available, then the provisions of this Paragraph 39.8 shall apply again to such Potential Offer
Space.
(5) In addition, if Landlord provides Tenant with an Advice for any Offer Space that contains
expansion rights (whether such rights are described as an expansion option, right of first refusal, right of first offer or
otherwise) with respect to any other portion of the Potential Offer Space (such other portion of the Offer Space subject to
such expansion rights is referred to herein as the "Encumbered Potential Offer Space") and Tenant does not exercise its
Offer Right to lease such Offer Space, Tenant's Offer Right with respect to the Encumbered Potential Offer Space shall be
subject and subordinate to all such expansion rights contained in the Advice.
(6) If Tenant exercises its Offer Right as to a subject Offer Space, Landlord shall prepare an
amendment (an "Offer Amendment") adding the subject Offer Space to the Premises on the terms set forth in the Advice
and reflecting the changes in the Base Rent, rentable square footage ofthe Premises, Tenant's Proportionate Share and other
appropriate terms. A copy of the Offer Amendment shall be sent to Tenant within a reasonable time after Landlord's receipt
of the Notice of Exercise executed by Tenant, and Tenant shall execute and return the Offer Amendment to Landlord within
ten (10) days thereafter, but an otherwise valid exercise of the Offer Right shall be fully effective whether or not the Offer
Amendment is executed.
(7) Notwithstanding anything herein to the contrary, Tenant's Offer Right is subject and subordinate
to the expansion rights (whether such rights are designated as a right offirst offer, right offirst refusal, expansion option or
otherwise) of any tenant of the Building existing on the date hereof.
C. Dogs. Subject to the provisions of this Paragraph 39.C, Tenant's employees shall be permitted to bring service dogs
and fully domesticated and trained dogs, kept as pets into the Premises, provided and on condition that:
(1) all dogs shall be strictly controlled at all times and shall not be permitted to foul, damage or
otherwise mar any part of the Building (including the Premises) or cause any undue noise whether through barking, growling
or otherwise;
(2)
unattended at any time;
all dogs shall remain in the Premises and not wander throughout the Building or otherwise be left
(3) dogs (other than service animals) shall not be permitted in the following common areas: the caf6
Common Area Conference Room, Fitness Center, restrooms or day care center.
(4) while outside the Premises (i.e., in any common area), all dogs shall be kept on leash at all times.
Any dog found off-leash in any common area may be removed to a pound or animal shelter by calling the appropriate
authorities, if such dog's owner is not located within a reasonable time using reasonable measures, or if such dog appears to
be a threat to public safety, all at such dog's owner's expense;
(5) all dogs shall be current in their vaccinations. Upon Landlord's request from time to time, Tenant
shall provide Landlord with evidence of all cunent vaccinations for dogs having access to the Premises and the Building;
(6) Tenant shall be responsible for any additional cleaning costs or other costs which may arise from
the dogs'presence in the Building;
(7) Tenant shall be liable for, and shall indemnify and hold Landlord and all Landlord Parties
harmless from, any and all claims to the extent arising from any and all acts undertaken by (e.g., biting another tenant,
occupant, liceusee or invitee or an employee ofLandlord or any Landlord Party) any dog present in or about the Premises or
the Building as a result of a Tenant or Tenant Party;
{27 10 -00 I 42 / 01 I 0261 s ;6}
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(8) Tenant imrnediately removes any dog waste and excrement from the Premises and the Building
and shall use the dog relief area outlined on Exhibit H. If Landlord reasonably detennines that Landlord has incuned or is
incuning increasedjanitorial (interior or exterior) maintenance costs as a result ofthe dogs' presence, Tenant shall reimburse
Landlord for such costs as Additional Rent within twenty (20) days of Landlord's demand;
(9) if, at any tirne during the Term, (x) Landlord receives complaints from other tenants or occupants
of, or invitees to, the Building, or (y) Landlord, in its reasonable discretion, determines that the presence of any and all dogs
is substantially disruptive to the maintenance and operation of the Building or otherwise substantially reduces the value or
reputation of the Building, or (z) Tenant has materially failed to comply with any of the provisions set forth in this Paragraph,
Landlord shall notif,i Tenant thereof and, if Tenant does not take action to cure such failure and to comply with any of the
provisions of this Paragraph within thirty (30) days following Landlord's delivery of written notice to Tenant, Landlord, in
Landlord's reasonable discretion, may revoke Tenant's rights under this Paragraph;
(10) no dog with (or suspected of having) fleas or any illness or disease is to be brought into the
Project;
(11) Tenant shall comply with all applicable Laws associated with or governing the presence of a dog
within the Premises and/or the Building, and such presence shall not violate the Certificate of Occupancy; and
(12) Tenant shall not allow any visitor to bring a dog into the Building. This rule does not apply to any
animal used by a tenant or visitor that is needed as a reasonable accommodation for the tenant's or visitor's disability as
permitted by applicable Laws.
D. Bicycle Storage Area. Subject to the provisions of this Paragraph 39.D, so long as this Lease remains in effect,
Landlord shall provide a covered area for bicycle parking for tenants of the Building (the "Bicycle Storage Area"). Tenant's
employees shall be entitled to use the Bicycle Storage Area on an un-reseryed, first-come, first served basis. The use of the
Bicycle Storage Area shall be subject to the rules and regulations (including rules regarding hours of use) established from
time to tirne by Landlord, in its sole and absolute discretion, and/or by the operator of the parking garage, and shall be further
subject to compliance with the Building's standard security procedures. Landlord may refuse to pennit any person who
violates such rules and regulations to use the Bicycle Storage Area, and any violation of the rules and regulations shall
subject the bicycle to removal from the Bicycle Storage Area. Notwithstanding the foregoing, in the event Landlord
determines in its sole discretion that the area in which the Bicycle Storage Area is located is needed for another pulpose,
Landlord may remove the Bicycle Storage Area and cease to provide such amenity for tenants' use. In addition, Landlord
shall have the right to relocate, from time to time, the location of the Bicycle Storage Area. Tenant acknowledges that the
Bicycle Storage Area may be closed entirely or in part in order to make repairs or perform maintenance services, or to alter,
modify or renovate the Building or the Bicycle Storage Area, if required by casualty, strike, condemnation, act of God,
governmental law or requirement or other reason beyond Landlord's reasonable control or for any other reason whatsoever.
No expansion, contraction, elimination, unavailability or modification of the Bicycle Storage Area, and no termination of or
interference with Tenant's rights to the Bicycle Storage Area, shall entitle Tenant to an abatement or reduction in Rent or
constitute a constructive eviction or an event of default by Landlord under this Lease. Landlord and Tenant acknowledge that
the use ofthe Bicycle Storage Area shall be at the sole risk ofTenant and any Tenant Parties and neither Landlord nor any
Landlord Parties shall have any liability for any personal injury or damage to or theft of any bicycles or other property
occurring in, on or about the Bicycle Storage Area or otherwise in connection with any use of the Bicycle Storage Area by
Tenant or any Tenant Parties. Tenant's indemnity obligations pursuant to Paragraph 8 ofthis Lease shall apply to the use of
the Bicycle Storage Area by Tenant or any Tenant Parfi. The costs of operating, maintaining and repairing the Bicycle
Storage Area shall be included as part of Operating Expenses. The right to use the Bicycle Storage Area set forth herein shall
be personal to Tenant and shall in no event be transferable.
E. Electric Vehicle Charging Stations.
(1) During the Term, Tenant shall have the right, at Tenant's sole cost and expense, to install, operate,
maintain, repair, replace, remove and use four (4) Charging Stations (as defined below) serving the reserved parking spaces
located in the area shown on Exhibit F attached hereto, upon and subject to the terms and conditions of this Section. The
"Charging Stations" shall mean four (4) electric vehicle charging stations located in an area approved by Landlord in writing; and
any associated wiring, cabling and conduit (subject to Subsection (2) below) from it to the separate elechical circuit(s) serving the
Building, and all associated switchover equipment, circuits to connect & operate the charging station without interference with or
damage to any utility systems of the Project or any other equipment of Landlord or other occupants of the Project. During the
Term, Tenant may request the right to convert 4 of its unreserved parking spaces to 4 reserved spaces so that it may install an
additional four (4) Charging Stations at the Project (for a total ofeight (8) Charging Stations), subject to Landlord's prior written
{27 I 0 -00 1 42 /0 I l, 026 I s ;6}
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approval as to location and subject to the terms of this Paragraph 39.E. Landlord, at Tenant's cost, shall install signage or
markings identifying the Charging Stations as "reserved" for Tenant's use. If the Charging Stations require connection to an
existing electricity outlet located in common area, such use shall be non-exclusive; provided, however, that if any upgrades or
modifications to the outlet are required, such upgrades or modifications shall be at Tenant's sole cost and expense. The Charging
Stations shall be for the sole purpose ofproviding Tenant electrical power for vehicles parked in the reserved parking spaces as
shown on Exhibit F. This right to install and operate the Charging Stations is fuither conditioned upon the following: (l) in all
respects, such right shall be subject to Tenant seeking and obtaining from applicable govemmental authorities and the electric
utility serving the Project all approvals and permits to install, operate, maintain, repair, replace and use such Charging Stations;
(2) except if and as otherwise specified above, the exact location, size and all specilications of such Charging Stations, shall be
subject to Landlord's prior written approval, in its reasonable discretion; (3) without limiting the generality of any other provisions
of the Lease, Tenant shall install, operate, maintain, repair, replace, remove and use the Charging Stations in compliance with the
Lease and all Laws; (4) without limiting the generality of any other provisions of the Lease, the Charging Station shall be subject
to and covered by Tenant's indernnity in Paragraph 8 ofthis Lease; and (5) ifrequested by Landlord, Tenant, at Tenant's sole cost
and expense, shall remove the Charging Stations at the expiration or earlier termination of the Lease, and restore the area to its
condition imrnediately prior to the installation of the Charging Stations. Landlord has no obligation to seek or obtain frorn
applicable governmental authorities or the elechic utility serving the Project any approvals or permits to install, operate,
maintain, repair, replace, remove or use such Charging Stations. Landlord makes no representation or warranty either (x) as to
whether or not the Charging Stations will be acceptable to or approved by applicable governmental authorities, the electric utility
serving the Project or (y) as to the suitability of space at the Project for such installations. In no event shall Landlord be liable to
Tenant for any stoppages or shortages of electrical power furnished to the Charging Station because of any act, omission or
requirement of the public utilify serving the Building, or the act or omission of any other tenant, invitee or licensee or their
respective agents, employees or contractors, or due to any other cause whatsoever, and Tenant shall not be entitled to any rental
abatement for any such stoppage or shortage of electrical power, Landlord shall not be liable for any theft or damage to the
Charging Stations or for any unauthorized use or monitoring of the Charging Stations, it being understood that Tenant shall use
the Charging Stations at its own risk.
(2) Prior to installing the Charging Stations, Tenant shall obtain Landlord's prior written approval of its
plans and specifications, including with respect to the location and method of installation of conduits and related equipment,
including in any of the horizontal and verlical pathways or other colnmon areas. Fufther, with respect to any installations,
maintenance, repair, replacement or removal of any installations outside the Premises, whether outside the Building or in the
Building's horizontal or vertical pathways or similar areas whose use is shared by Landlord or other occupants of the Building or
other service providers to the Building, such work shall be performed by contractors reasonably approved by Landlord and subject
to coordination with Landlord's property manager. All installations and repairs pursuant to this Section (whether as part of or
after the initial installations) shall be subject to compliance with Paragraphs I I and 12 of this Lease. With respect to all
operations (including all installations, maintenance, repafu, replacement, removal and use) of the Charging Stations, Tenant shall
conduct its business and control its agents, employees and invitees in such rlanner as not to create any nuisance, or interfere
with, unreasonably disturb any other licensee or tenant of the Building or Landlord in its operation of the Building. The
Charging Stations shall be deemed to be trade fixfures ofTenant, shall be covered by Tenant's insurance under this Lease, and
Landlord shall have no obligation to repair or rebuild them in the event of fire or other loss. Landlord reseryes the right to
relocate the Charging Stations or any part thereofupon not less than sixty (60) days prior written notice, and Landlord shall pay
the actual and reasonable expenses ofphysically moving and reconnecting any such relocated installation.
(3) Tenant shall arrange for the connection of the Charging Stations to the appropriate dedicated
electrical panel at the Building, including, without limitation, the installation of any required equipment and facilities, all utility
hookup, connection and impact fees and permits, and all federal, state and local taxes which may from time to time be imposed
upon or payable in connection with such utilify charges applicable to the Charging Stations.
(4) There shall be no monthly fee for Tenant's use of the Charging Station. However, Landlord shall
install, at Tenant's cost, a separate or submeter to measure electricity utilized by the Charging Stations, and thereafter, Tenant
shall be responsible for reimbursing Landlord on a monthly basis for the cost of electricity consumed in connection with the
operation of the Charging Stations. Such amounts shall be payable as additional Rent within ten (10) business days following
written request therefor.
(5) The Charging Stations shall be for use by Tenant and Tenant Parties only and Tenant shall in no
event advertise the availability of the Charging Stations, charge a fee for the use of the Charging Stations or permit the Charging
Stations to be used by members of the general public.
{27 t0-00 142/01 10261 s ;6}
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(6) The rights granted under this Section E are personal to the original Tenant named hereunder, and
shall not be transferable or assignable (voluntarily or involuntarily) to any person or entity except pursuant to a Permitted
Transfer.
F. tr'urniture. Upon execution and delivery ofthis Lease and receipt ofall prepaid rental and the insurance cerlificates
required hereunder, Landlord shall execute a Quitclaim Bill of Sale (the "Quitclaim"), attached hereto as Exhibit G, to
Tenant for consideration of $10.00 from Tenant for all fumiture and equipment currently located in the Initial Premises and
Suite 100 (collectively, the "Furniture"), without representation or warranty as to title, condition, or suitability or fitness for
Tenant's use. Tenant hereby waives all claims against Landlord with respect to the Fumiture. Tenant shall be fully
responsible for repairing, correcting or reconfiguring the Furnifure for Tenant's use. Following Landlord's execution and
delivery of the Quitclaim to Tenant, the Fumiture shall be considered Tenant's personal property for all purposes under this
Lease.
G. Fitness Center. Subject to the provisions of this Paragraph 39.G, so long as Tenant is not in default under this
Lease, beyond all applicable notice and cure periods, and provided Tenant's ernployees execute Landlord's standard waiver
of liability fonn, then Tenant's employees (the "Fitness Center Users") shall be entitled to use the fitness center (the
"Fitness Center") located in the Project. The Fitness Center Users shall not be charged a fee to use the Fitness Center. The
use of the Fitness Center shall be subject to the reasonable rules and regulations (including rules regarding hours of use)
established from tine to time by Landlord for the Fitness Center. Landlord and Tenant acknowledge that the use of the
Fitness Center by the Fitness Center Users shall be at their own risk and that the terms and provisions of Paragraph 8 of this
Lease shall apply to Tenant and the Fitness Center Users' use of the Fitness Center. The costs of operating, maintaining and
repairing the Fitness Center may be included as part of Operating Expenses. Tenant acknowledges that the provisions of this
Section shall not be deemed to be a representation by Landlord that Landlord shall continuously maintain the Fitness Center
(or any other fitness facility) beyond the initial Tenn of this Lease, and Landlord shall have the right, at Landlord's sole
discretion, to expand, contract, eliminate or otherwise modift the Fitness Center, so long as Landlord provides Tenant with a
reasonably comparable fitness center area located elsewhere in the Project. No expansion, contraction, elimination or
modification of the Fitness Center, and no termination of Tenant's or the Fitness Center Users'rights to the Fitness Center
shall entitle Tenant to an abatement or reduction in Rent, or constitute a constructive eviction, or result in an event of default
by Landlord under this Lease.
H. Conference Rooms. Subject to the provisions of this Paragraph 39.H, so long as Tenant is not in default beyond
applicable notice and cure periods under this Lease, after making a prior reservation with Landlord's authorized
representative, if any (or following any other reservation procedure Landlord may reasonably establish), Tenant shall be
entitled to use any conference room(s) located in the common areas of the Project and designated by Landlord for the
common use of all tenants of the Project ("Common Area Conference Room"); provided, however, that there shall be no
separate charge for Tenant's use thereof(except as included in Operating Expenses) beyond any set up and clean-up charges
as set forth below. The use of the Common Area Conference Room shall be subject to the reasonable rules and regulations
(including rules regarding hours of use and priorities for the tenants of the particular building in which a Common Area
Conference Room is located, set up and clean up charges, etc.) established from time to time by Landlord for the Common
Area Conference Room. Landlord and Tenant acknowledge that the terms and provisions of Paragraph 8 of this Lease shall
apply to Tenant's use of the Common Area Conference Room. Further, Landlord shall have no liability whatsoever with
respect to the existence, condition or availability of any Common Area Conference Room nor shall Landlord have any
obligation whatsoever to enforce or make reservations thereof, and Tenant hereby expressly waives all claims against
Landlord with respect to same. The costs of operating, maintaining, cleaning and repairing the Common Area Conference
Room may be included as part of Operating Expenses. Tenant acknowledges that Landlord shall have the right, at
Landlord's sole discretion, to expand, contract, eliminate or otherwise modi$' any Common Area Conference Room, so long
as Landlord provides Tenant with access to a reasonably comparable common area conference room space located elsewhere
in the Project. No expansion, contraction, elimination, unavailability or modification of the Common Area Conference
Room, and no termination of or interference with Tenant's rights to the Cornmon Area Conference Room, shall entitle Tenant
to an abatement or reduction in Rent or constitute a constructive eviction or an event of default by Landlord under this Lease.
40. JURY TRIAL WAIVER; JI]DICIAL REFERENCE
EACH PARTY HERETO (WHICH INCLUDES ANY ASSIGNEE, SUCCESSOR HEIR OR PERSONAL
REPRESENTATIVE OF A PARTY) SHALL NOT SEEK A ruRY TRIAL, HEREBY WAIVES TRIAL BY JURY, AND
HEREBY FURTHER WAIVES ANY OBJECTION TO VENUE IN THE COUNTY IN WHICH THE BUILDING IS
LOCATED, AND AGREES AND CONSENTS TO PERSONAL JURISDICTION OF THE COURTS OF THE STATE IN
WHICH THE PROPERTY IS LOCATED, IN ANY ACTION OR PROCEEDING OR COLINTERCLAIM BROUGHT BY
ANY PARTY HERETO AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY
{2'7 | 0 -00 t 42 /01 10261 s ;6}
Office Net Lease (10.1) 32
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WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S USE OR
OCCUPANCY OF THE PREMISES, OR ANY CLAIM OF INruRY OR DAMAGE, OR THE ENFORCEMENT OF ANY
REMEDY UNDER ANY STATUTE, EMERGENCY OR OTHERWISE, WHETHER ANY OF THE FOREGOING IS
BASED ON THIS LEASE OR ON TORT LAW. EACH PARTY REPRESENTS THAT IT HAS HAD THE
OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL CONCERNING THE EFFECT OF THIS PARAGRAPH 40.
THE PROVISIONS OF THIS PARAGRAPH 40 SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION
OF THIS LEASE.
[Signatare Page FollowsJ
{27 t0-00142/01 10261 5;6}
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IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the Lease Date set forth in the Basic Lease
Information.
LA]\DLORI)TENANT
LANDMARK OFFICD PARTNERS, LLC,
a Delaware limited liability company
BLUE ORIGIN, LLC,a Washington limited
liability
By: Landmark Office Investors, LLC,
a Delaware limited liability company,
its sole member
By: Kairos Investment Management Company, LLC,
a Delaware limited liability company,
its manager
By:
Jonathan A. Needell
By:
Name:
Title:
Dated:
[Notary Pages Follow]
2021
Title: President and Chief Investment Officer
,
Dated: 'J I z,t ,2021Ir
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,a-?I
34
DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B
LANDLORD ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to
which this cerlificate is attached. and not the accuracy, or of that document.
STATE OF CALIFORNIA
COUNTY OF opsN6r
On rl 20!{ before ffie,ffiffi-r\re N.DA\Notary Public, personally appeared
who proved to me on the basis of satisfactory evidence to be the person whose name is
to the instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that
by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.
I certiS under PENALTY OF PERruRY under the laws of the State of Califomia that the foregoing paragraph is true and
correct.
WITNESS my hand and official seal.
Public
)
)
@ ily
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DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B
TENANTACKNOWLEDGMENT
STATE OF WASHINGTON
COLTNTY OF
I certi$r that I know or have satisfactory evidence tr'"t Mlr,fuul frtD[2i, ,t'"
said person acknowledged that he/she signed this instrument, on oath stated that he/she was
tref-,[->,n qinstrument and acknowledged it asthe z4le off,
of such party the uses and purposes mentiohed in the instrumen[ -[ -
Dated
(Seal or stamp)
My appointment expires
person who appeared before me, and
authorized to execute the
, to be the free and voluntary act
,l
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{27 l0 -00 142 lol 10261 5 ;6}
Office Net Lease (10.1)
Exhibit A
Premises Description
Attached to and made a part of the Lease dated July 15, 2021 between
LANDMARI( OFFICE PARTNERS, LLC,
a I)elaware limited liability company, as Landlord and
BLUE ORIGIN, LLC, a Washington limited tiability company, as Tenant
[See attached pagesl
Exhibit A - I
DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B
$ LANDMARK
TI{E
THE LJII{DI{ANK EAST + WE6T
1600 - 160I E VALLEY ROAD. RENTON, WA
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Office Net Lease (10.1)Exhibit A - 2
DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B
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Office Net Lease (10.1)Exhibit A - 3
DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B
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Office Net Lease (10.1)
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DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B
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Exhibit B
Site Plan, Project Description
Attached to and made a part of the Lease dated July 15, 2021 between
LANDMARI( OFF'ICE PARTNERS, LLC,
a Delaware limited liability company, as Landlord and
BLUE LLC,A Iimited as Tenant
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Exhibit B - 1
DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B
Exhibit B-1
Legal Description
Attached to and made a part of the Lease dated July 15, 2021 between
LANDMARK OFF'ICE PARTNERS, LLC,
a Delaware limited liability company, as Landlord and
BLUE ORIGIN, LLC, a Washington limited liability company, as Tenant
PARCEL A:
LOT 4 OF CITY OF RENTON SHORT PI.AT NO. 022.85, VALLEY OFFICE & INDUSTRIAL PARK
SUBDIVISION NO. 2, ACCORDING TO SHORT PLAT RECORDED JULY 15, 1985 UNDER RECORDING NO.
8507169002, IN KING COUNW, WASHINGTON.
PARCEL B:
THAT PORTION OF LOTS 8, 9, L0,49,50 AND 51 IN VACATED BLOCK 19 OF C.D. HILLMAN'S
EARLINGTON GARDENS ADDITION TO THE CIW OF SEATTLE, DIVISION NO. 1, ACCORDING TO PLAT
RECORDED IN VOLUME 17 OF PIATS AT PAGE(S) 74, IN KING COUNTY, WASHINGTON, LYING WEST OF
THE EAST VALLEY FRONTAGE ROAD, AS CONVEYED TO THE STATE OF WASHINGTON BY DEED
RECORDED UNDER RECORDING NO. 5442597;
EXCEPT THE EAST 5 FEET THEREOF AS CONVEYED TO THE CITY OF RENTON BY DEED RECORDED AUGUST 15,
1986 UNDER RECORDING NO. 8608151525;
TOGETHER WITH THAT PORTION OF VACATED HARRIMAN AVENUE ADJOINING OR ABUTTING
THEREON, WHICH UPON VACATION, ATTACHED TO SAID PREMISES By OPERATION OF LAW.
PARCEL C:
LOT l OF CTTY OF RENTON SHORT PLAT NO. 022-85, VALLEY OFFICE & INDUSTRIAL PARK
suBDlvIsIoN No. 2, ACCORDING TO SHORT PLAT RECORDED JULY 16, 1985 UNDER RECORDING NO.
8507169002, IN KING COUNW, WASHINGTON.
{27 | 0 -00 1 42 /o1 I 0261 s ;6}
WA Office Net Lease Exhibit B-1- 1
DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B
Exhibit C
Commencement Date Letter
Attached to and made a part of the Lease dated July 15, 2021 between
LANDMARK OFF'ICE PARTNERS, LLC,
a Delaware limited liability company, as Landlord and
BLUE ORIGIN, LLC, a Washington limited liability company, as Tenant
_,20-
2. IF
To:
Re: Lease (the "Lease") dated 20-, between
("Landlord"), and
("Tenant"), conceming Suite on the floor of the at
Dear
In accordance with the Lease,of the following:
The and the Expiration Date is
of the Base Rent set forlh in the Basic Lease Information of the Lease is
, and the is substituted therefor:
[insert rent schedule]
3. Capitalized terms used herein shall have the meanings given them in the Lease.
Please acknowledge the foregoing by signing all three (3) counterparts of this letter in the space provided below and
retuming two (2) fully executed counterparts to my attention. Please note that, pursuant to Paragraph 2 of the Lease, if
Tenant fails to execute and refurn (or, by notice to Landlord, reasonably object to) this letter within five (5) days after
receiving it, Tenant shall be deemed to have executed and returned it without exception.
t'Landlordtt Agreed and Accepted as of _,202_.
ttTenanttt:
a
Name:
Title:
a
a
By:
Name
Title:
{27 I 0 -00 | 42 / 0l 1 0261 s ;61
Office Net Lease (10.1)Exhibit C - I
DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B
Exhibit D
Tenant Improvement Agreement
Attached to and made a part of the Lease dated July 15,2021 between
LANDMARK OF'F'ICE PARTNERS, LLC,
a Delaware limited liability company, as Landlord and
BLUE ORIGIN, LLC, a Washington limited liability company, as Tenant
L Allowance: Tenant Improvements.
(a) Allowance. Tenant shall be entitled to an allowance (the "Allowance") in an amount not to exceed
$3,249,109.00 (representing $35.00 perrentable square foot of the Premises) for the costs relating to the design, permitting
and construction of Tenant's improvements which are pennanently affixed to the Premises ("Tenant Improvements"). In
no event will Landlord be obligated to make disbursements pursuant to this Exhibit in a total amount which exceeds the
Allowance. Tenant tnust complete all Tenant Improvements and have submitted Payrnent Request Supporting
Documentation (defined below) for such work no later than the last day of the 24'tr fi;Jl calendar months of the Term in order to
be entitled to receive the Allowance for such work. Notwithstanding anything to the contrary set forth herein, upon completion
of the Tenant Improvements and application of the Allowance to the Allowance ltems, if any portion of the Allowance is then
remaining (the "Unused Allowance"), Tenant, provided it is not in default under the Lease, as amended, shall be entitled to
deliver written notice to Landlord by no later than the last day of the 24d' full calendar months of the Term, requesting that
Landlord apply up to $464,170.00 (i.e., $5.00 per rentable square foot of the Premises) of such Unused Allowance (if any) as a
credit against the next installments of Base Rent payable by Tenant under the Lease.
(b) Disbursement of the Allowance.
(i) Allowance ltems. Except as otherwise set forth in this Exhibit, the Allowance shall be disbursed
by Landlord only for the following items and costs (collectively the "Allowance Items"):
(A) Payment of the fees of the Architect and the Building Consultants (as those terms are
defined below) and payment of fees and costs reasonably incurred by Landlord for the review of the Construction Drawings
(defined below) by Landlord or by Landlord's third party consultants;
(B) The payment of plan check, permit and license fees relating to the Tenant Improvements;
(C) The cost of construction of the Tenant Improvements, including, without limitation, after
hours charges, testing and inspection costs, freight elevator usage, trash removal costs, and contractors' fees and general
conditions;
(D) The cost of any changes to the Building when such changes are required by the
Construction Drawings, such cost to include all direct architectural and/or engineering fees and expenses incurred in
connection therewith;
(E) The cost of any changes to the Construction Drawings (defined below) or Tenant
Improvements required by applicable building codes (collectively, "Code");
(F) Costs of installing Tenant's Buitding Signage and suite entry signage;
(G) The cost of all information technology infrastructure expenses (which shall not include
the cost of personal computers, printers and other office equipment), including, but not
limited to, all cabling and networking equipment and installation of such IT equipment
("Technology Costs"); provided, however, that in no event shall more than 25o/o of the
Allowance be applied to Technology Costs.
The cost of all security equipment, devices, cabling and installation of security
equipment;
{27 I 0 -00 I 42 / 01 t 0261 5 ;6}
Office Net Lease (10.1)
(H)
Exhibit D - 1
DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B
The cost of any modifications to the electric vehicle charging stations made by Tenant;
The cost of any modifications to the dog relief area not rnade by Landlord; and
The Coordination Fee (defined below).
(ii) Disbursement of Allowance. During the design and construction of the Tenant Improvements,
Landlord shall make monthly disbursements of the Allowance to reimburse Tenant for Allowance Items and shall authorize
the release of funds as follows, and otherwise in accordance with Landlord's standard disbursement process.
(A) On or before the fifth (5'h) day of each calendar month (or such other date as Landlord
may designate), Tenant shall deliver to Landlord: (l) a request for payment fi'om Contractor (defined below) approved by
Tenant and the Architect (hereafter defined), in a commercially reasonable form to be provided or approved in advance by
Landlord, including a schedule of values and showing the percentage of completion, by trade, of the Tenant Improvements,
which details the portion of the work completed and the portion not completed; (2) invoices from all of Tenant's Agents
(defined below) for labor rendered and materials delivered to the Premises; (3) executed conditional mechanic's lien releases
from all of Tenant's Agents who have lien rights with respect to the subject request for payment (along with unconditional
mechanics' lien releases with respect to payments made pursuant to Tenant's prior submission hereunder) in compliance with
all applicable laws; (4) a copy of the check(s) which Tenant issued to pay the requested sums to Tenant's Agents; and (5) all
other information reasonably requested by Landlord (collectively, the "Payment Request Supporting Documentation").
(B) Within thirty (30) days after Tenant's delivery to Landlord of all Payment Request
Supporting Documentation, Landlord shall deliver to Tenant payment in an amount equal to the lesser of: (x) the amount so
requested by Tenant, as set forth above, less (1) the applicable Over- Allowance Amount (defined below) and (2) a ten
percent (10%) retention (the aggregate amount of such retentions to be known as the "Final Retention"), and (y) the balance
of any remaining available portion of the Allowance (not including the Final Retention), provided that if Landlord, in good
faith, disputes any item in a request for payment based on non-compliance of any work with the Approved Working
Drawings (defined below) or due to any substandard work and delivers a written objection to such item setting forth with
reasonable particularity Landlord's reasons for its dispute (a "Draw Dispute Notice") within ten (10) business days
following Tenant's submission of its Payment Request Supporting Documentation, Landlord may deduct the amount of such
disputed item from the payment. Landlord and Tenant shall, in good faith, endeavor to diligently resolve any such dispute.
Landlord's payment of such amounts shall not be deemed Landlord's approval or acceptance of the work fumished or
materials supplied as set forth in Tenant's payment request.
(C) Subject to the provisions of this Exhibit, following the final completion of construction of
the Tenant Improvements, Landlord shall deliver to Tenant a check or electronic payment to Tenant, or a check or checks
made payable to another party or parties as reasonably requested by Tenant, in the amount of the Final Retention, provided
that (1) Tenant delivers to Landlord properly executed unconditional mechanics' lien releases from all ofTenant's Agents in
compliance with all applicable laws, as reasonably determined by Landlord; (2) Landlord has determined in good faith that
no substaudard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air
conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior
appearance of the Building; (3) Architect delivers to Landlord a certificate, in a form reasonably acceptable to Landlord,
certifying that the construction of the Tenant Improvements has been finally completed; (4) Tenant supplies Landlord with
evidence that all goverunental approvals required for an occupant to legally occupy the Premises has been obtained; and
(5) Tenant has fulfilled its Completion Obligations (defined below) and has otherwise complied with Landlord's standard
"close-out" requirements regarding city approvals, closeout tasks, closeout documentation regarding the general contractor,
financial close-out matters, and Tenant's vendors.
2. Construction Drawinqs
(a) Selection of Architect: Construction Drawinss.
(i) Tenant shall retain an architect approved in writing, in advance by Landlord, such approval not to
be unreasonably withheld (the "Architect") to prepare the Construction Drawings. Tenant shall retain engineering consultants
approved in writing, in advance by Landlord, such approval not to be unreasonably withheld (the "Building Consultants") to
(r)
(r)
(K)
{27 | 0 -00 | 42 / 0 I 10261 5 ;61
Office Net Lease (10.1)Exhibit D - 2
DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B
prepare all plans and engineering working drawings and perfonn all work relating to mechanical, electrical and plurnbing
(.'MEP'), HVAC/Air Balancing, life-safety, structural, sprinkler and riser work.
(ii) The plans and drawings to be prepared by Architect and the Building Consultants hereunder (i.e.,
both the Space Plan and the Working Drawings, as each term is defined below) shall be known collectively as the
"Construction Drawings." All Construction Drawings shall comply with the drawing format and specifications determined
or approved by Landlord and shall be subject to Landlord's prior written approval, not to be unreasonably withheld,
conditioned or delayed. All MEP drawings must be fully engineered or prepared on a "design-build-assist" basis with a
Landlord-approved MEP basis of design ("BOD"), as prepared by an approved MEP engineer consultant. The MEP
drawings cannot be prepared on a strictly "design-build" basis. Landlord's review of the Construction Drawings shall be for
its sole purpose and shall not obligate Landlord to review the same, for quality, design, Code compliance or other like
matters. Accordingly, notwithstanding that any Conshuction Drawings are reviewed by Landlord or its space planner,
architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by
Landlord or Landlord's space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in
connection therewith and shall not be responsible for any omissions or errors contained in the Construction Drawings.
(b) Space Plan. Tenant shall supply Landlord for Landlord's review and approval with four (4) copies signed
by Tenant of its space plan for the Premises ("Space Plan") before any architectural working drawings or engineering
drawings have been commenced. The Space Plan shall include a layout and designation of all laboratory facilities, offices,
rooms and other partitioning, their intended use, and equipment to be contained therein. Landlord may request clarification
or more specific drawings for special use items not included in the Space Plan. Landlord shall advise Tenant within ten (10)
business days after Landlord's receipt ofthe Space Plan (or, ifapplicable, such additional information requested by Landlord
pursuant to the provisions of the immediately preceding sentence) if the same is approved or is unsatisfactory or incomplete
in any respect. Upon any disapproval by Landlord, Tenant shall promptly cause the Space Plan to be revised to correct any
deficiencies or other matters Landlord may reasonably require.
(c) Workins Drawinss. After the Space Plan has been approved by Landlord, Tenant shall supply the
Architect and the Building Consultants with a complete listing of standard and non-standard equipment and specifications,
including, without limitation, B.T.U. calculations, electrical requirements and special electrical receptacle requirements, to
enable the Architect and the Building Consultants to complete the Working Drawings and shall cause the Architect and the
Engineers to prornptly complete the architectural and engineering drawings, and Architect shall compile a fully coordinated
set of drawings, including but not limited to architectural, structural, mechanical, electrical, plumbing, fire sprinkler and life
safety in a form which is complete to allow subcontractors to bid on the work and to obtain all applicable permits
(collectively, the "Working Drawings") and shall submit the same to Landlord for Landlord's review and approval. Tenant
shall supply Landlord with four (4) copies signed by Tenant of the Working Drawings. Landlord shall advise Tenant within
ten (10) business days after Landlord's receipt of the Working Drawings if Landlord, in good faith, determines that the same
are approved or are unsatisfactory or incomplete. If Tenant is so advised, Tenant shall promptly revise the Working
Drawings to correct any deficiencies or other matters Landlord may reasonably require.
(d) Landlord's Aporoval. Landlord's approval of any matter under this Exhibit may be withheld if Landlord
reasonably determines that the same would violate any provision of the Lease or this Exhibit or would have a material
adverse effect on the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems
of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building.
3. Construction of the Tenant Improvements
(a) Tenant'sSelectionofContractors.
(D The Contractor. Tenant shall retain a general contractor approved in writing, in advance by
Landlord, such approval not to be unreasonably withheld, to construct the Tenant Improvements ("Contractor").
(ii) Tenant's Asents. All subcontractors, laborers, materialmen, and suppliers used by Tenant (such
subcontractors, laborers, materialmen, and suppliers, and the Contractor to be known collectively as "Tenant's Agents") must
be approved in writing by Landlord, in Landlord's sole discretion, provided that Landlord will require Tenant to retain the
Building Consultants. All of Tenant's Agents shall be licensed in the State of Washington and capable of being bonded.
{27 1 0 -00 I 42 / 0 | 1 0261 s ;61
Office Net Lease (10.1)Exhibit D - 3
DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B
(iii) Construction Manager. At Landlord's option and at Tenant's cost, Tenant shall retain a qualified
construction manager reasonably acceptable to Landlord (the "Construction Manager"). The Construction Manager shall be
considered one of Tenant's Agents for all purposes under this Workletter.
(b) Construction of Tenant Improvements by Tenant's Aqents.
(i) Construction Contract. Prior to Tenant's execution of the construction contract and general
conditions with Contractor (the "Contract"), Tenant shall submit the Contract to Landlord for its approval, which approval
shall not be unreasonably withheld or delayed. Prior to the commencement of the construction of the Tenant Improvements,
Tenant shall provide Landlord with a schedule of values consisting of a detailed breakdown, by trade, of the final costs to be
incurred or which have been incurred, for all Allowance ltems in connection with the design and construction of the Tenant
Improvements, which costs form the basis for the amount of the Contract ("Final Costs"). Prior to the commencement of
construction of the Tenant Improvements, Landlord and Tenant shall identify the amount (the "Over-Allowance Amount")
equal to the difference between the amount of the Final Costs and the amount of the Allowance (less any portion thereof
already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the commencement of
construction of the Tenant Improvements), and Landlord will reimburse Tenant on a monthly basis, as described above, for a
percentage of each amount requested by the Contractor or otherwise to be disbursed under this Exhibit, which percentage
shall be equal to the Allowance divided by the amount of the Final Costs (after deducting from the Final Costs any amounts
expended in connection with the preparation of the Construction Drawings, and the cost of all other Allowance Items
incurred prior to the commencement of construction of the Tenant Improvements), and Tenant shall be solely responsible for
any Over-Allowance Amount. If, after the Final Costs have been initially determined, the costs relating to the design and
construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the
Final Costs shall be added to the Over-Allowance Amount and the Final Costs, and Landlord's reimbursement percentage,
shall be recalculated in accordance with the terms of the immediately preceding sentence. Notwithstanding anything set forth
herein to the contrary, construction of the Tenant Improvements shall not commence until Tenant has procured and delivered
to Landlord a copy of all permits and govemmental approvals for the applicable Tenant Improvements.
(ii) Construction Requirements.
(A) Landlord's General Conditions for Tenant's Agents and Tenant Improvement Work.
Construction of the Tenant Improvements shall comply with the following: (l) the Tenant Improvements shall be
constructed in substantial accordance with the approved Construction Drawings and Landlord's then-current published
construction guidelines; (2) Tenant's Agents shall submit schedules of all work relating to the Tenant Improvements to
Landlord and Landlord shall, within five (5) days of receipt thereof, inform Tenant's Agents of any changes which are
reasonably necessary thereto, and Tenant's Agents shall substantially adhere to such corrected schedule; and (3) Tenant shall
abide by all rules made by Landlord's Building Manager with respect to the use of contractor parking, materials delivery,
freight, loading dock and service elevators, any required shutdown of utilities (including life-safety systems), storage of
materials, coordination of work with the contractors of Landlord, and any other matter in connection with this Exhibit,
including, without limitation, the construction of the Tenant Improvements. Tenant shall pay an oversight and supervisory
fee (the "Coordination Fee") to Landlord in an amount equal to the lesser of (i) fwo percent (2%) of the Final Costs, or (ii)
$75,000.00.
(iii) Insurance Requirements. Certificates for all insurance coverage required in Section 8.B shall be
delivered to Landlord before the commencement of construction of the Tenant Improvements and before the Contractor's
equipment is moved onto the site.
(iv) Governmental Compliance. The Tenant Improvements shall comply in all respects with the
following: (A) the Code and other federal, state, city and/or quasi-governmental laws, codes, ordinances and regulations, as
each may apply according to the rulings of the controlling public official, agent or other person or entity; (B) applicable
standards of the American Insurance Association (formerly, the National Board of Fire Underwriters) and the National
Electrical Code; (C) building material manufacturer's specifications, and (D) the Project's sustainability practices (if any).
(") Inspection bv Landlord. Prior to the completion of the Tenant Improvements, Landlord shall have
the right to inspect the same at all times, provided however, that Landlord's failure to inspect the Tenant Improvements shall
in no event constitute a waiver of any of Landlord's rights hereunder nor shall Landlord's inspection of the Tenant
Improvements constitute Landlord's approval of the same. Should Landlord disapprove any portion of the Tenant
Improvements, Landlord shall notify Tenant in writing of such disapproval and shall specify the items disapproved.
{27 l0 -00 1 42 / 0 | I 0261 s ;6}
Office Net Lease (10.1)Exhibit D - 4
DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B
(vi) Meetinss. Tenant shall hold periodic meetings at a reasonable time with the Architect and the
Contractor regarding the progress of the preparation of the Construction Drawings and the construction of the Tenant
Improvements, which meetings shall be held at a location designated or reasonably approved by Landlord, and Landlord
and/or its agents shall receive prior written notice of, and shall have the right to attend, all such meetings. Upon Landlord's
request, certain of Tenant's Agents shall attend such meetings. In addition, minutes shall be taken at all such meetings, and
Landlord will be included in the distribution list for such minutes. One such meeting each month shall include the review of
Contractor's current request for payment.
(c) Notice of Completion: Copy of Record Set of Plans. Within fifteen (15) days after completion of
construction of the Tenant ltnprovements, Tenant shall cause a Notice of Cornpletion to be recorded in the office of the
county in which the Premises is located and shall fumish a copy thereof to Landlord upon such recordation. If Tenant fails to
do so, Landlord may execute and file such Notice of Completion and give such notices on behalf of Tenant as Tenant's agent
for such purpose, at Tenant's sole cost and expense. Within thirty (30) days following the completion of construction, (i)
Tenant shall cause the Architect and Contractor (A) to update the approved Working Drawings as necessary to reflect all
changes made to the approved Working Drawings during the course of construction, (B) to certify to the best of their
knowledge that the updated drawings are true and correct, which certification shall survive the expiration or termination of
the Lease, and (C) to deliver to Landlord such updated drawings in accordance with Landlord's then-current CAD
requirements, and (ii) Tenant shall deliver to Landlord a copy of all warranties, guaranties, and operating manuals and
infotmation relating to the improvements, equipment, and systems in the Premises. Tenant's obligations set forth in this
Section are collectively referred to as the "Completion Obligations."
4. Miscellaneous
(a) Tenant's Representative. Tenant has designated Todd Hartmann as its sole representative with respect to
the matters set forth in this Exhibit, until further notice to Landlord, who shall have full authority and responsibility to act on
behalf of Tenant as required in this Exhibit.
(b) Landlord's Representative. Landlord has designated Chuck Wiegman of JSH Properties as its sole
representative with respect to the matters set forth in this Exhibit, who, until further notice to Tenanto shall have full authorify
and responsibility to act on behalf of Landlord as required in this Exhibit.
(c) Tenant's Default. Nofwithstanding any provision to the contrary contained in the Lease, if a default by
Tenant under the Lease (including, without limitation, this Exhibit) has occured at any time on or before the substantial
completion of the Tenant Improvements, then (i) in addition to all other rights and remedies granted to Landlord pursuant to
the Lease, Landlord shall have the right to withhold payment of all or any portion of the Allowance, and (ii) all other
obligations of Landlord under the terms of this Exhibit shall be forgiven until such time as such default is cured pursuant to
the terms of the Lease.
127 1 0 -00 142 I 0l 1 0261 5 ;6 |
Office Net Lease (10.1)Exhibit D - 5
DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B
Exhibit E
Rules and Regulations
Attached to and made a part of the Lease dated July 15, 2021 between
LANDMARK OF'F'ICE PARTNERS, LLC,
a Delaware limited liability company, as Landlord and
BLUE ORIGIN, LLC, a Washington limited liability company, as Tenant
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 ofthe 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 Project
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. No tenant, and no employees or invitees of any tenant shall move any common area furniture
without Landlord's consent.
2. No sign, placard, banner, picture, name, advertisement or notice, visible from the exterior of the Premises or the Building
or the comtnon ar€as of the Building shall be inscribed, painted, affixed, installed or otherwise displayed by Tenant
either on its Premises or any part of the Building or Project without the prior written consent of Landlord in Landlord's
sole and absolute discretion. 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. If Landlord shall have given such consent to Tenant at any time, whether before or after the execution of
Tenant's Lease, such consent shall in no way operate as a waiver or release of any of the provisions hereof or of the
Lease, and shall be deemed to relate only to the particular sign, placard, banner, picture, name, advefiisement or notice
so consented to by Landlord and shall not be construed as dispensing with the necessity of obtaining the specific written
consent of Landlord with respect to any other such sign, placard, banner, picture, name, advertisement or notice.
All approved signs or lettering on doors and walls shall be printed, painted, affixed or inscribed at the expense ofTenant
by a person or vendor approved by Landlord and shall be removed by Tenant at the time ofvacancy at Tenant's expense.
3. The directory of the Building or Project 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, shutters, screens or other coverings, awnings, hangings or decorations (other than those installed
prior to the Commencement Date) 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. Landlord reserves the right to exclude from the Building and the Project, between the hours of 6 p.m. and 8 a.rn. and at
all hours on Saturdays, Sundays and legal holidays, all persons who are not tenants or their accompanied guests in the
Building. Each tenant shall be responsible for all persons for whom it allows to enter the Building or the Project and
shall be liable to Landlord for all acts ofsuch persons.
Landlord and its agents shall not be liable for damages for any error conceming the admission to, or exclusion from, the
Building or the Project ofany 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 Project during the continuance ofthat event by any means it considers appropriate for the safety oftenants and
protection of the Building, property in the Building and the Project.
6. Tenant shall use reasonable efforts to ensure that all doors of its Premises are closed and securely locked and that all
water faucets or water apparatus, coffee pots or other heat-generating devices are entirely shut off before Tenant or its
{27 1 0 -00 1 42 / 0 I 1 0261 s :6}
Office Net Lease (10.1) Exhibit E - I
DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B
employees leave the Premises, and that all utilities shall likewise be carefully shut off, so as to prevent waste or damage.
Tenant shall be responsible for any damage or injuries sustained by other tenants or occupants ofthe Building or Project
or by Landlord directly due to Tenant's noncompliance with this rule. On multiple-tenancy floors, all tenants shall keep
the door or doors to the Building corridors closed at all times except for ingress and egress.
l. Tenant shall not use any method of heating or air-conditioning other than that supplied by Landlord. As more
specifically provided in Tenant's lease of the Premises, Tenant agrees to reasonably cooperate with Landlord to assure
the most effective operation of the Building's heating and air-conditioning, and shall refrain from attempting to adjust
any controls other than room thermostats installed for Tenant's use.
8. Landlord will furnish Tenant free of charge with two keys to each door in the Premises. Landlord may make a
reasonable charge for any additional keys, and Tenant shall not make or have made additional keys. 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 furnish
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 fumished to Tenant, and in the event of loss of any keys so furnished, shall pay Landlord
therefor.
9. The restrooms, toilets, urinals, wash bowls and other apparatus shall not be used by Tenant for any purpose other than
that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown into them by
Tenant. The expense of any breakage, stoppage, or damage resulting from violation of this rule shall be bome by the
tenant who, or whose employees or invitees, shall have caused the breakage, stoppage, or damage.
10. Tenant shall not use or keep in or on the Premises, the Building or the Project any kerosene, gasoline, or inflammable or
combustible fluid or material.
1 1. 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 unreasonably 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, nor shall any animals or birds be brought or kept in or about the Premises, the Building, or the
Project (other than the dogs expressly permitted by Paragraph 39.C of the Lease).
12. No cooking shall be done or permitted by any tenant on the Premises, except that use by the tenant of Underwriters'
Laboratory (UL) approved equipment, refrigerators and microwave ovens may be used in the Premises for the
preparation ofcoffee, tea, hot chocolate and similar beverages, storing and heating food for tenants and their employees
shall be permitted. All uses must be in accordance with all applicable federal, state and city laws, codes, ordinances,
rules and regulations and the Lease.
13. 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 carry 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, nor
shall the Premises be used for the storage of merchandise or for manufacturing of any kind, or the business of a public
barber shop, beauty parlor, nor shall the Premises be used for any illegal purpose, or any business or activity other than
that specifically provided for in such Tenant's Lease. Tenant shall not accept hairstyling, barbering, shoeshine, nail,
massage or similar services in the Premises or common areas except as authorized by Landlord.
14. If Tenant requires telegraphic, telephonic, telecommunications, data processing, burglar alarm or similar services, it shall
hrst 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.
15. 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 equiprnent affixed to the Premises shall be subject to the prior
written approval of Landlord.
16. 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 Project or elsewhere.
{2'7 | 0 -00 | 42 /o1 t 026 I s ;6}
Office Net Lease (10.1)Exhibit E - 2
DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B
ll . Tenanl shall not mark, or drive nails, screws or drill into the partitions, woodwork or drywall or in any way deface the
Premises or any part thereof without Landlord's consent. Tenant may install nails and screws in areas of the Premises
that have been identified for those purposes to Landlord by Tenant at the time those walls or partitions were installed in
the Premises. 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. The expense of repairing any damage
resulting from a violation of this rule or the removal of any floor covering shall be borne by the tenant by whom, or by
whose contractors, employees or invitees, the damage shall have been caused.
18. No furniture, freight, equipment, materials, supplies, packages, merchandise or other property will be received in the
Building or carried up or down the elevators except between such hours and in such elevators as shall be designated 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 carry or which is allowed by law. Landlord shall have the right to prescribe the weight, size and position of
all safes, furniture or other heary equipment brought into the Building. Safes or other heavy objects shall, if considered
necessary by Landlord, stand on wood strips of such thickness as determined by Landlord to be necessary to properly
dishibute the weight thereof, Landlord will not be responsible for loss of or damage to any such safe, equipment or
property from any cause, and all damage done to the Building by moving or maintaining any such safe, equipment or
other property shall be repaired at the expense of Tenant.
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.
19. Tenant shall not install, maintain or operate upon its Premises any vending machine without the written consent of
Landlord.
20. There shall not be used in any space, or in the public areas of the Project either by Tenant or others, any hand trucks
except those equipped with rubber tires and side guards or such other material handling equipment as Landlord may
approve. Tenants using hand trucks shall be required to use the freight elevator, or such elevator as Landlord shall
designate. No other vehicles of any kind shall be brought by Tenant into or kept in or about its Premises.
21. Each tenant shall store all its trash and garbage within the interior of the Premises. 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
goveming such disposal. All trash, garbage and refuse disposal shall be made only through entry-ways and elevators
provided for such pulposes and at such times as Landlord shall designate. If the Building has implemented a building-
wide recycling program for tenants, Tenant shall use good faith efforts to participate in said program.
22. Canvassing, soliciting, distribution of handbills or any other written naterial and peddling in the Building and the Project
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 Project, without the written consent of Landlord.
23. Landlord shall have the right, exercisable without notice and without liabilify to any tenant, to change the name and
address ofthe Building and the Project.
24. Landlord reseryes the right to exclude or expel from the Project any person who, in Landlord's judgment, is under the
influence of alcohol or drugs or who commits any act in violation of any of these Rules and Regulations.
25. Without the prior written consent of Landlord, Tenant shall not use the name of the Building or the Project or any
photograph or other likeness of the Building or the Project in connection with, or in promoting or advertising, Tenant's
business except that Tenant may include the Building's or Project's name in Tenant's address.
26. Tenant shall comply with all safefy, fire protection and evacuation procedures and regulations established by any
governmental agency.
27. Tenant assumes any and all responsibility for protecting its Premises from theft, robbery and pilferage, which includes
keeping doors locked and other means of entry to the Premises closed.
{27 | 0 -001 42 lot I 0261 s ;6}
Office Net Lease (10.1)Exhibit E - 3
DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B
28. The requirements of Tenant will be attended to only upon appropriate application at the office of the Building by an
authorized individual. Ernployees of Landlord shall not perform any work or do anything outside of their regular duties
unless under special instructions frorn Landlord, and no employees of Landlord will admit any person (tenant or
otherwise) to any office without specific instructions from Landlord.
29. Landlord reseryes the right to designate the use of the parking spaces on the Project. Tenant or Tenant's guests shall
park between designated parking lines only, and shall not occupy two parking spaces with one car. Parking spaces shall
be for passenger vehicles only; no boats, trucks, trailers, recreational vehicles or other types ofvehicles may be parked in
the parking areas (except that trucks may be loaded and unloaded in designated loading areas). Vehicles in violation of
the above shall be subject to tow-away, at vehicle owner's expense. Vehicles parked on the Project overnight without
prior written consent of the Landlord shall be deemed abandoned and shall be subject to tow-away at vehicle owner's
expense. No tenant of the Building shall park in visitor or reserved parking areas. Any tenant found parking in such
designated visitor or reserved parking areas or unauthorized areas shall be subject to tow-away at vehicle owner's
expense. The parking areas shall not be used to provide car wash, oil changes, detailing, automotive repair or other
services unless otherwise approved or fumished by Landlord. Tenant will from time to time, upon the request of
Landlord, supply Landlord with a list of license plate numbers of vehicles owned or operated by its employees or agents.
30. No smoking of any kind shall be permitted anywhere within the Building, including, without limitation, the Premises and
those areas immediately adjacent to the entrances and exits to the Building, or any other area as Landlord elects.
Smoking in the Project is only permitted in smoking areas identified by Landlord, which may be relocated from time to
time.
31. If the Building fumishes common area conferences rooms for tenant usage, Landlord shall have the right to control each
tenant's usage of the conference rooms, including limiting tenant usage so that the rooms are equally available to all
tenants in the Building. Any common area amenities or facilities shall be provided from time to time at Landlord's
discretion.
32. Tenant shall not swap or exchange building keys or cardkeys with other employees or tenants in the Building or the
Project.
33. Tenant shall be responsible for the observance of all of the foregoing Rules and Regulations by Tenant's employees,
agents, clients, customers, invitees and guests.
34. 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 pari, the terms, covenants, agreements and conditions of any lease of any premises in the Project.
35. 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.
36. 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; provided that Landlord provide Tenant with not less than thirty (30) days advance notice thereofand
that any such change (i) shall not require Tenant to pay additional Rent, (ii) shall not materially adversely affect Tenants
rights and obligations under the Lease, and (iii) shall be applied equitably to all tenants of the Building.
Rules and Regulations - Parking
A. Cars must be parked entirely within painted stall lines.
B. All directional signs and anows must be observed.
C. 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.
D. Parking is prohibited:
(i) in areas not striped for parking;
{27 1 0 -00 | 42 / 01 10261 s ;6}
Office Net Lease (10.1) Exhibit E - 4
DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B
F
(ii) in aisles;
(iii) where "no parking" signs are posted;
(iv) on ramps;
(v) in cross hatched areas; and
(vD in such other areas as may be designated by Landlord.
E. Handicap and visitor stalls shall be used only by handicapped persons or visitors, as applicable.
Parking stickers or any other device or form of identification supplied by Landlord from time to time (if any) shall
remain the properfy 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 parker'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.
Every parker is required to park and lock his or her own car. All responsibilify for damage to cars or persons is
assumed by the parker.
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.
Parking spaces are for the express purpose of parking one automobile per space. Washing, waxing, cleaning, or
servicing ofany 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.
Landlord reserves the right to refuse the issuance ofparking 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 Laws.
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.
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.
[REMAINDER OF PAGE INTENTIONALLY LEF'T BLANK]
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{27 | 0 -00 | 42 / 0 | 10261 s ;6}
Office Net Lease (10.1)Exhibit E - 5
DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B
{27 10 -00 I 42 / 0I 1 0261 s ;6}
Office Net Lease (10.1)
Exhibit F
LOCATION OF CHARGING STATIONS
Attached to and made a part ofthe Lease dated July 15,2021 between
LANDMARK OX'FICE PARTNERS, LLC,
a Delaware limited liability company, as Landlord and
BLUE ORIGIN, LLC' a Washington limited liability company, as Tenant
Stations
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Exhibit F - 6
DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B
Exhibit G
Form of Bill of SaIe
Attached to and made a part of the Lease dated July 15, 2021 between
LANDMARK OF'FICE PARTNERS, LLC,
a Delaware limited liability company, as Landlord and
BLUE ORIGIN, LLC,a Washington limited liability company, as Tenant
BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS, that LANDMARK OFFICE PARTNERS, LLC,, a Delaware
limited liability cornpany (the "Seller"), for and in consideration of the sum of Ten Dollars and other valuable
consideration to it in hand paid by BLUE ORIGIN, LLC, a Washington timited liability company (the "Purchaser"), the
receipt and sufficiency ofwhich are hereby acknowledged, hereby sells, assigns, transfers and conveys unto said Purchaser any
and all of Seller's right, title and interest in and to the items of personal property in the premises as of the date hereof located at
160l East Valley Road, Suite 300, Renton, Washington, as is, where is, and without warranty of title or use, and without
warranty, express or implied, of merchantability or fitness for a particular purpose.
TO HAVE AND TO HOLD all of said personal property unto Purchaser, its successors and assigns, to its own use
forever.
IN WITNESS WHEREOF, Sellerhas executed this Bill of Sale as of the _ day of ,2021
LANDMARK OFF'ICE PARTNERS, LLC,
a Delaware limited liability company
By: Landmark Office Investors, LLC,
a Delaware limited liability company,
its sole member
By: Kairos Investment Management Company,
LLC,
a Delaware limited liability company,
its manager
By:
Name: Jonathan A. Needell
Title; President and Chief Investment Officer
Dated: ,2021
{27 1 0 -001 42 / 01 1 0261 s ;6}
Office Net Lease (10.1)Exhibit G - 1
DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B
Exhibit H
Dog Relief Area
Attached to and made a part of the Lease dated July 15, 2021 between
LANDMARK OF'FICE PARTNERS, LLC,
a Delaware limited liability company, as Landlord and
BLUE ORIGIN, LLC, a Washington limited liability company, as Tenant
*The area identified below is approximate only and intended to show the general location of the dog relief area and is subject
to adjustment.
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