HomeMy WebLinkAboutAdden 2 LAG-01-006 , Adden #2-10
SECON D AM EN DM ENT TO LEASE
This Second Amendment to Lease (the "Second Amendment") is entered into as of this
15th day of October 2009, by and between the City of Renton, Washington, a
Washington municipal corporation ("Landlord") and King County Sexual Assault
Resource Center, a registered charitable organization in Washington ("Tenant"), with
reference to the following recitals.
A. On or about October 25, 2001, Landlord and Tenant entered into an
Office Lease (the "Original Lease") for that certain premises commonly
known as Suite 10 located on the ground floor of the 200 Mill Avenue
South, Renton, Washington (the "Building"). Pursuant to the Original
Lease, Tenant now leases Suite 10 comprising approximately 7,421
rentable square feet in the Building. The parties amended the Original
Lease via the First Amendment to the Original Lease dated June 15, 2004.
Tenant and Landlord desire to extend the Original Lease for Suite 10 a
term of five (5) years, and Landlord and Tenant hereby agree to amend
Section 1 (g) of the Original Lease to correctly reflect this new Lease
Expiration Date and further amend Section 1 (i) of the Original Lease
modifying the Minimum Monthly Rent. Landlord and Tenant have agreed
to provide new tenant improvements within the Premises to be
completed by Landlord's contractor, and include one (1) five (5) year
option to extend the Lease Agreement These new tenant improvements
are limited to, and specified in Paragraph #7 of this Second Amendment.
B. Landlord and Tenant wish to amend the Original Lease on the terms and
conditions set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. "Expiration Date" Notwithstanding anything to the contrary contained in
this lease, (as defined in Section 1 (g) of the Original Lease, the new
"Expiration Date" shall be amended to read February 28, 2015.
2. "Minimum Monthly Rent" Notwithstanding anything to the contrary
contained in this Second Amendment, Section 1 (i) of the Original Lease is
amended to provide for the payment of the following Minimum Monthly
Base Rent for the periods set forth below:
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Period Monthly Amount
January 1, 2010—February 28, $ 0.00 per month
2010:
March 1, 2010—February 28, $10,513.08per month ($17.00)
2011:
March 1, 2011—February 28, $10,822.09 per month ($17.50)
2012:
March 1, 2012- February 28, $11,131.50 per month ($18.00)
2013:
March 1, 2013—February 28, $11,440.71 per month ($18.50)
2014:
March 1, 2014- February 28, $11,749.92 per month ($19.00)
2015:
Rent is payable in accordance with Article 5 of the Original Lease.
3. Confidentiality. Except as required by law or in connection with grants or
other funding sources, Tenant agrees not to disclose the terms and
conditions of this Second Amendment to any person or entity other than
its attorneys, board members, brokers, accountants and consultants,
including, but not limited to the other tenants of the Building. Nothing
contained in this section shall prevent Tenant from producing this Second
Amendment in a legal proceeding if such production is legally required of
Tenant, Tenant acknowledges and agrees that it shall be responsible to
Landlord for any damages Landlord may incur due to Tenant's breach of
this section.
4. Conflict. If there is a conflict between the terms and conditions of this
Second Amendment and the terms and conditions of the Original Lease,
the terms and conditions of this Second Amendment shall control.
Except as modified by this Second Amendment, all terms and conditions
of the Original Lease shall remain in full force and effect. Capitalized
terms included in this Second Amendment shall have the same meaning
as capitalized terms in the Original Lease unless otherwise defined
herein.
5. Authority. The persons executing this Second Amendment on behalf of
the parties hereto represent and warrant that they have the authority to
execute this Second Amendment on behalf of said parties and that said
parties have the authority to enter into this Second Amendment.
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6. Brokers. Landlord and Tenant acknowledge that GVA Kidder Mathews
represents the Landlord in this transaction and Jesse Ottele of CB Richard
Ellis represents the Tenant. Both parties are aware of, and acknowledge,
the real estate laws in Washington. Upon execution, Landlord shall pay
to CB Richard Ellis, for the benefit of Jesse Ottele a market brokerage fee.
Tenant and Landlord each represent and warrant to the other that
neither has had any dealings or entered into any agreements with any
person, entity, broker or finder in connection with the negotiation of this
Second Amendment, and no broker, person, or entity is entitled to any
commission or finder's fee in connection with the negotiation of this
Second Amendment, and Tenant and Landlord each agree to indemnify,
defend and hold the other harmless from and against any claims,
damages, costs, expenses, attorneys' fees or liability for compensation or
charges which may be claimed by any such broker, finder or other similar
party of reason of any dealings, actions or agreements of the
indemnifying party.
7. Tenant Improvements. Tenant shall accept the Premises in an "as is,
where is" condition, excepting that Landlord will frame and install four
(4) new interior offices in locations and configurations acceptable to
Tenant, with floor covering, paint, lighting, ceiling system, doors and
relites, outlets and data ports per building standards and consistent with
the balance of the Premises, and replace the existing entry carpeting with
a more resilient flooring surface as mutually agreed upon by Landlord
and Tenant. Landlord shall complete the improvement work prior to
February 2010, at a mutually agreed upon time.
8. Base Year. The new base year shall be adjusted to 2010. Tenant shall pay
increases in operating expenses, on a pro-rata basis, over and above the
base year amount
9. Option to Extend. So long as Tenant is not then in default under this
Second Amendment or Original Lease, after receipt of notice and
expiration of any applicable cure period, Tenant shall have the option to
extend the term of this Second Amendment and Original Lease for one
(1) additional five (5) year period commencing March 1, 2015, and
expiring February 28, 2020 (the "Extended Term"). To exercise its option
to extend this Lease for the Extended Term, Tenant must deliver to
Landlord in accordance with Section 46(g) of the Lease (the "Option
Notice") exercising its option to extend not less than seven (7) months,
but not more than twelve (12) months before the Expiration Date of the
Lease, that is, not later than July 31, 2014 but not earlier than March 1,
2014. The option to extend granted to Tenant pursuant to this Section is
personal to Tenant and may not be exercised by or for the benefit of any
assignee of Tenant. All of the terms and conditions of this Original Lease
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and Second Amendment shall apply during the Extended Term except (i)
the Minimum Monthly Rent shall be an amount mutually agreed to by
Landlord and Tenant or determined by arbitration as set forth below; (ii)
there shall be no further options to extend or renew after the
commencement of the Extended Term, unless otherwise agreed at that
time by and between Landlord and Tenant; and (iii) there shall be no
Landlord-provided Tenant Improvements or other Landlord concessions
during the Extended Term, unless Landlord elects to offer Landlord-
provided Tenant Improvements or other Landlord concessions during the
Extended Term provided that if Landlord elects not to provide Tenant
Improvements or other Landlord concessions during the Extended Term
the Minimum Monthly Rent shall be adjusted accordingly to reflect the
value of market rate concessions and improvements. When the rental
rate for the Extended Term is determined, whether by agreement of the
parties or pursuant to arbitration as provided below, Landlord and
Tenant shall enter into a lease extension agreement setting forth the new
Minimum Monthly Rent for the Premises and such other terms as may be
applicable. If at the time Tenant delivers the Option Notice to Landlord,
or at any time between such date and the commencement date of the
Extended Term, Tenant defaults under this Lease and fails to cure its
default within the applicable cure period, if any, Landlord may declare
the Option Notice null and void by written notice to Tenant. The
Minimum Monthly Rent for the Extended Term shall be one-twelfth
(1/12th) of the then "fair market rent" (defined below) multiplied by the
number of rentable square feet in the Premises. The term "fair market
rent" means the rate per rentable square foot per year (including
increases therein over the Extended Term)that a new, willing, non-equity
tenant would pay in an arms-length transaction for the Premises (taking
into account any Landlord-provided Tenant Improvements or other
Landlord concessions Landlord elects to offer), or for comparable space
in the Building , if any, or for comparable space in comparable buildings
in Renton, Washington, for leases having a five (5) year term in all cases
with the same base year as this Lease Landlord and Tenant agree the fair
market rent for the Extended Term shall be determined as follows:
a. Promptly after Landlord receives the Option Notice, the
parties (or their designated representatives) shall meet
and attempt to agree on the fair market rent for the
Extended Term. If the parties have not agreed on the fair
market rent for the Extended Term within one hundred
twenty (120) days after Landlord receives the Option
Notice, then unless otherwise agreed in writing by the
parties, the matter shall be submitted to arbitration in
accordance with the terms of the following paragraphs.
The last day of such one hundred twenty (120) day period
(as the same may be extended by the written agreement
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of the parties) is referred to in this Lease as the
"Arbitration Commencement Date".
b. Within fifteen (15) days after the Arbitration
Commencement Date, each party shall provide the other
party with written notice (a "Rent Notice") of its
determination of fair market rent. The matter shall then
be submitted for decision to an arbitrator. The arbitrator
shall be a licensed real estate broker who has been active
over the five (5) year period ending on the Arbitration
Commencement Date in the leasing of office properties in
Renton, Washington and has not during that period been
retained by either party. If Landlord and Tenant are
unable to agree on the arbitrator within thirty (30) days
after the Arbitration Commencement Date, each shall
select a broker who shall be qualified under the same
criteria set forth above, and so notify the other party in
writing within ten (10) days after the end of such thirty
(30) day period. The two brokers so chosen by the parties
shall then appoint the arbitrator within ten (10) days after
the date of the appointment of the last appointed broker.
If the two brokers so chosen by the parties are unable to
agree on the arbitrator within such ten (10) day period,
the arbitrator will be appointed by the director (or the
equivalent) of the Seattle office of an arbitration service
with reasonable arbitration fees upon the application of
either party. If either party fails to timely select its broker
and so notify the other party in writing within the
foregoing ten (10) day period, and the other party timely
selects its broker, then the broker selected by the other
party shall be the arbitrator for determining fair market
rent.
c. Within thirty (30) days after the selection of the arbitrator
pursuant to (b) above, the arbitrator shall determine fair
market rent by selecting either the fair market rent stated
in Landlord's Rent Notice or the fair market rent stated in
Tenant's Rent Notice. The determination of the arbitrator
shall be limited to the sole issue of whether the fair
market rent specified in Landlord's Rent Notice or Tenant's
Rent Notice is closest to the actual fair market rent as
determined by the arbitrator. The arbitrator shall have no
power to average such amounts or to designate a fair
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market rent other than that specified in either Landlord's
Rent Notice or Tenant's Rent Notice.
d. Both parties may submit any information to the arbitrator
for his or her consideration, with copies to the other party.
The arbitrator shall have the right to consult experts and
competent authorities for factual information or evidence
pertaining to the determination of fair market rent. The
arbitrator shall render his or her decision by written notice
to each party. The determination of the arbitrator will be
final and binding upon Landlord and Tenant. Each party
shall pay the fees payable to its broker and the cost of the
third arbitrator will be paid by Landlord if the fair market
rent determined by arbitration is the fair market rent
specified in Tenant's Rent Notice and by Tenant if the fair
market rent determined by Arbitration is the fair market
rent specified in Landlord's Rent Notice.
IN WITNESS WHEREOF, the parties hereby execute this Second
Amendment as of the date first written above.
LANDLORD
The City of Renton, Washington, a Washington
municipalC ration
By:
Lw—
Denis Law, Mayor /-.29- 010/0
ATTEST: TIiYZ.C,t a (�Ja� ;!,
Bonnie I . Walton, City Clerk
TENANT
The King County Sexual Assault Resource Center, a registered
charitable organization in Washington
By:
Mary Ellen Stone
Its: Executive Director
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N%0041
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
On this �Rday of November, 2009, before me, a Notary Public in and for the
State of Washington, personally appeared MARY ELLEN STONE, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person who executed
this instrument, on oath stated that she was authorized to execute the instrument, and
acknowledged it as the Executive Director of KING COUNTY SEXUAL ASSAULT RESOURCE
CENTER, to be the free and voluntary act and deed of said corporation for the uses and
purposes mentioned in the instrument.
year firsabs V'1%EiN ,EOF, I have hereunto set my hand and official seal the day and
SSIOp ���
NOTA Y PUBLIC in and for the State of
1B`1 o?" Washington, residing at
- My appointment expires to /
Print Name j �QJ
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
,,.r Y ac11
0
On this► day of Novembff, a me, a Not ry Public in and for the
State of Washington, personally appeared c,�v , personally
known to me (or proved to me on the basis of satisfactory evidence)to be the person
who executed this instrument, on oath stated th was authorized to execute
the instrument, and acknowledged it as the :, of The City of
Renton, Washington, a Washington municipal corporation o be the free and voluntary
act and deed of said municipal corporation for the uses and purposes mentioned in the
instrument.
IN WITNESS WHEREOF, I have hereu o set my hand and official seal the day and
year first above written.
'�NAIA R.
o NoTAqy
IpT PUBLIC in and for State of
PUBLIC WGN ngton, residing at L�.m
9�F e`27-1�•��� �4�poin ment expires
AI
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LAG-01-006 (a)
LANDLORD SUBORDINATION AGREEMENT
PARTIES:
PACIFIC CONTINENTAL BANK ("Lender")
Attn: Legal Department
PO Box 10727
Eugene, OR 97440-2727
THE CITY OF RENTON, WASHINGTON ("Landlord")
200 Mill Avenue Building
c/o Martin Smith Inc.
1109 First Avenue, Suite 500
Seattle, WA 98101-2988
KING COUNTY SEXUAL ASSAULT ("Tenant")
RESOURCE CENTER
Attn: Mary Ellen Stone, Executive Director
PO Box 300
Renton, WA 98057
RECITALS
A. Landlord and Tenant are parties to a certain lease agreement dated October 25,2001
(the"Lease"),for the property located at 200 Mill Avenue South, Suite 125, Renton, WA 98057,
(the"Premises"). The term Lease as used herein expressly includes all extensions, renewals, and
modifications of the Lease.
B. Lender has made,or will make to Tenant, one or more loans(the"Indebtedness")and, in
connection with the Indebtedness,Tenant has granted,or will grant to Lender,a security interest in
certain personal property(the"Collateral")of Tenant to be located in the Premises. The-Collateral
is described in the attached Exhibit A. The term Indebtedness as used herein includes all loans
secured by the Collateral, including any and all extensions,renewals,modifications,substitutions,
refinances,and further advances thereof.
C. Landlord is willing to subordinate to Lender's security interest in the Collateral on the
terms and conditions set forth below.
PAGE I —SUBORDINATION AGREEMENT
Rev. 12-18-08
AGREEMENT
NOW,THEREFORE, in consideration of the Premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
I. SUBORDINATION OF LEASE. Subject to the terms and conditions set out herein,
Landlord hereby subordinates to Lender and its successors and assigns all present and future
claims and demand of the Landlord against the Collateral,and this subordination shall continue
until Tenant has paid to Lender the full amount owing in connection with the Indebtedness. Such
subordination shall be conditioned on Lender's validly granted and perfected security interest in
the Collateral.
2. COLLATERAL NOT A FIXTURE. No portion of the Collateral shall become a fixture to
the Premises, even though it is installed thereon or in some manner attached thereto. The
Collateral, however, shall expressly exclude any equipment or leasehold improvements owned or
paid for by Landlord that are incorporated into the building housing the Premises, including
without limitation,plumbing and heating,ventilation and air conditioning systems.
3. RIGHT OF ENTRY. During the term of the Lease,while Tenant has right to possession of
the Premises, Lender shall be entitled to enter the Premises for the purposes of removing the
Collateral upon the terms set forth in this Agreement, Such right of entry shall also extend for a
period of sixty(60)days following Landlord's notice to Lender of the expiration of the Lease term
or the termination of Tenant's right to possession of the Premises, whichever occurs first
(collectively,"Lease Termination"). Lender shall enter the Premises on not less than 72 hours'
prior written notice to Landlord, which notice shall include proof of the existence and perfection of
Lender's security interest in the Collateral and the date and time Lender wil I enter the Premises to
remove the Collateral. Lender agrees to indemnify,defend, and hold harmless Landlord, its
partners, property managers, asset managers,agents,and contractors from any liability associated
with Lender's entry into the Premises or the removal of the Collateral. Lender further agrees not
to remove any Collateral in such a way that the Premises are damaged,without either repairing
such damage or reimbursing Landlord for the cost of repair. Lender's entry will be conducted in a
manner that will not disrupt the activities of the Premises and, if required by the Landlord,during
hours that the Premises is not open for business. Lender hereby agrees that any of the Collateral
that remains in the Premises for more than sixty(60)days following Landlord's notice to Lender
of the Lease Termination may,at Landlord's option, be retained or disposed of by Landlord
without any liability or recourse to Lender,Tenant, or any other person or entity.
4. PAYMENT OF RENT. Lender shall pay rent to Landlord during any period after the
Lease Termination in which Lender exercises its right of entry as set forth in Paragraph 3 above,
Rent shall be paid on a pro-rata basis at the full rental rate in effect under the Lease upon Lease
Termination based on the number of days Lender is in possession of the Premises for the purposes
of removing the Collateral.
PAGE 2—SUBORDINATION AGREEMENT
Rev. 12-18-08
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5. SALES PROHIBITED. Lender shall not conduct any public sale of the Collateral, by
auction or otherwise, in or at the Premises without Landlord's prior written consent,which may be
withheld by Landlord in Landlord's sole discretion.
6. NOTICES. All notices under this Agreement shalt be in writing and delivered in person,
delivered by nationally-recognized overnight courier service,or sent by registered or certified mail,
postage prepaid, to Landlord or Lender, as applicable, at the addresses set forth at the beginning of
this Agreement,or such other addresses as may from time to time be designated by any such party
in writing. Notices mailed as aforesaid shall be deemed given three(3)days after the date of such
mailing;notices hand-delivered or sent by nationally-recognized overnight courier service shall be
deemed given on the date of actual delivery(or attempted delivery, if delivery is refused),
7. TENANT TO REMAIN LIABLE. Tenant consents to Landlord's and Lender's execution
of this Agreement,and Landlord shall have no liability for allowing any entry into the Premises by
Lender or its agents,and Landlord shall have no obligation to investigate the circumstances giving
rise to any entry into the Premises by Lender or Lender's removal of any part or all of the
Collateral from the Premises or to notify Tenant of any such actions.
8. SUCCESSORS AND ASSIGNS. All of the terms and provisions of this Agreement shall
inure to the benefit of and shall be binding upon the heirs,personal representatives,successors,
and assigns of the parties.
9. ENTIRE AGREEMENT. This Agreement contains the entire agreement among the parties
and incorporates and supersedes all prior understandings and agreements,both written and oral,
concerning the subject matter hereof. This Agreement may be amended or modified only by
written agreement signed by all parties.
10. ATTORNEY FEES. if suit, action,or other proceeding of any nature whatsoever
(including any proceeding under the U.S. Bankruptcy Code) is instituted in connection with any
controversy arising out of this Agreement, or to interpret or enforce any rights hereunder, the
prevailing party shall be entitled to recover its attorney fees, paralegals,accountants,and other
experts` fees, court reporter fees,and all other fees,costs,and expenses actually incurred and
reasonably necessary in connection therewith,as determined by the arbitrator or court at trial or on
any appeal or review, in addition to all other amounts provided by law.
11, AUTHORITY TO EXECUTE. The undersigned individuals hereby represent and warrant
that this Agreement has been duly authorized,executed,and delivered by and on behalf of the
named parties hereto and constitutes such party's valid and binding agreement.
12. GOVERNING LAW. This Agreement shall be governed by and construed in accordance
with the laws of the state in which the Premises are located.
13. COUNTERPARTS. This Agreement may be executed in any number of counterpart
copies,each of which shall be an original for all purposes.
PAGE 3—SUBORDINATION AGREEMENT
Rev. 12-18-08
DATED this 7� day of ht 2013.
LENDER:
PACIFIC CONTINENTAL BANK
By. ` �,' I � 4� Tv
LANTI3LOR]Di L
CITY OF RENTON,WASHINGTON,
a Washin ton municipal corporation.. :, c7
By:
z
Name: Denis Law, Mayor. Z711s
ATTEST:
Bonnie I . Walton, City Clerk
TENANT:
KING COUNTY SEXUAL ASSAULT
RESOURCE CENTER
By:
Mary Ellen ne 'xet utive Direct
f
l'
1�
D n Yamamoto,
Deputy Executive Director
PAGE 4—SUBORDINATION AGREEMENT
Rev. 12-18-08
4'
EXHIBIT A
All inventory,chattel paper,accounts,equipment,zfixtures, leasehold improvements and general
intangibles,whether any of the foregoing is owned now or acquired later;all accessions,additions,
replacements,and substitutions relating to any of the foregoing;all records of any kind relating to
any of the foregoing;all proceeds relating to any of the foregoing(including insurance,general
intangibles and accounts proceeds).
PAGE S—SUBORDINATION AGREEMENT
Rev.12-18-0 8