HomeMy WebLinkAboutCOW 2009-09-28 Item 6F - Lease Agreement - Seattle Southside Visitor Center at 3100 South 176th Street COUNCIL AGENDA SYNOPSIS
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ITEM INFORMATION
CAS NUMBER: 09-131 'ORIGINAL AGENDA DAM: SEPTEMBER 14, 2009
AGI?ND,\ ITEM TITLE Seattle Southside Visitor Services Center Lease
C. \•1•I Discussion Motion Resolution Ordinance BidAward n Public Hearing Other
Mtg Date 09/28/09 illtg Date 10/05/09 Mtg Date Mtg Date AItg Date Mtg Date Mtg Date
SPONSOR Council iVlayor Aldan Svcs DCD Finance Fire Legal P &R U Police NV
SPONSOR'S The Seattle Southside Visitor Services center lease term ended on 8/31/09. Staff requests
SUMMARY Council approve a lease for a new location at 3100 South 176 Street in SeaTac.
RI:\'IMI?D BY COW Mtg. CA &P Cmte F &S Cmte Transportation Cmte
Utilities Cmte Arts Comm. Parks Comm. Planning Comm.
DATE:
RECOMMENDATIONS:
SPC)NS()R /ADMIN. Mayor's Office
COMMTYI1 I?. N/A
COST IMPACT FUND SOURCE
ExPI NDPI•URI? RI?c?UIRI.1) AMOUNT BUDGETED APPROPRIATION REQUIRED
$0
Fund Source: LODGING TAX
Continents: The new lease will cost less than our current lease so no budget change is necessary,
MTG. DATE I RECORD OF COUNCIL ACTION
09/14/09 Forward to next Regular Meeting
09/21/09 I Approved 3100 Building as preferred location; bring lease to 9/28/09 C.O.W.
9/28/09
MTG. DATE I ATTACHMENTS
09/14/09 Informational Memorandum dated 9/3/09
Minutes from the Finance and Safety Committee meeting of 9/9/09
9/21/09 No attachments
9/28/09 Informational Memorandum dated 9/23/09
Proposed lease
ISSUE
BACKGROUND
DISCUSSION
City of Tukwila
Jim Haggerton, Mayor
INFORMATIONAL MEMORANDUM
TO: City Council
FROM: Derek Speck, Economic Development Administrator
DATE: September 23, 2009
SUBJECT: Seattle Southside Office Space Lease
Seattle Southside Visitor Center's lease term ended on August 31, 2009. Staff requests Council
approval of a lease for a new location at 3100 South 176 Street in SeaTac.
In 2004 the City of Tukwila signed a lease for the current Seattle Southside Visitor Services
(SSVS) office location in the Fairway Center at 14220 Interurban Avenue South, Suite 130, in
Tukwila. The lease was for a five year term that ended August 31, 2009. SSVS is currently
holding over with the owner's permission on a month -to -month basis.
In April 2009 staff began researching available sites for SSVS office space and in May started
working with a commercial real estate broker. The broker and staff reviewed all available office
listings in Tukwila and SeaTac under 5,000 square feet. The listings totaled over 30 sites. The
team completed 10 site visits, analyzed lease proposals on 4 sites, and selected the two best
options: the current office location in Tukwila and a new location at 3100 South 176 Street in
SeaTac (the "3100 Building
At the City Council meeting on September 14, 2009 staff provided the Council a report
comparing the two options with a recommendation to move to the 3100 Building. After that
meeting, the Administration signed a non binding letter of intent and began detailed negotiations
for the 3100 Building lease. At the City Council meeting on September 21, 2009 the Council
selected the 3100 Building as the preferred location. Staff now seeks Council approval to
execute a lease for the 3100 Building.
The staff report for the Council's September 14 meeting contains a detailed discussion of the
new location and a draft letter of intent and is therefore not repeated in this memo. Because the
lease on the current location is now month -to -month (with a 20 day notice to vacate), and
potential tenants have expressed serious interest in the current location, time is of essence to
sign a new lease.
A proposed lease for the 3100 Building is attached. The main terms of the proposed lease are
the same as those shown in the letter of intent that was attached to the staff report for the
Council's September 14 meeting. The term would be for 66 months, which is a five year term
plus six months of free rent. The City may choose to renew the lease for two additional five
INFORMATIONAL MEMO
Page 2
year extensions. After the first six months of free rent, the rent would start at $3,120 per month
with annual escalations. The rent is full service which means it covers utilities, maintenance,
janitorial, taxes, etc. We have included provisions to ensure access for people with impaired
mobility.
Budget Impact: The proposed monthly rent is lower than the rent at the current location and so
there is no need to amend the budget for this lease. The City of SeaTac has agreed to cover all
moving costs and tenant improvement costs up to $50,000 and we will manage the move to
stay within that amount. When Tukwila adopted the 2009 -2010 budget for SSVS, we
anticipated higher revenues and expenditures related to SeaTac's contribution for marketing
than we are now estimating. This extra cushion is larger than the amount needed for moving
costs and tenant improvements and so the budget does not need to be amended for that.
RECOMMENDATION
Staff recommends the Council authorize the Mayor to execute a lease in substantial
conformance with the attached version.
ATTACHMENTS
Proposed lease for the 3100 Building
C:ltemp\XPgrpwise\Southside Space Memo 20090924.docx
1. BASIC TERMS.
Security Deposit: $5.000.00 Initial Deposit
Prepaid Rent: First month's Total Rent
Cassan Enterprises Lease 09/14/2009.doc
MASTER MULTI TENANT LEASE
THIS LEASE is entered into between Cassan Enterprises, Inc. "Landlord and
Seattle Southside Visitor Center (City of Tukwila) "Tenant. This lease is subject to
the terms, covenants, and conditions set forth herein. Tenant covenants, and this
covenant is a material term of this lease, to perform each term and condition required of
Tenant hereunder and to meet each condition required of Tenant.
This Section sets forth certain basic terms of this Lease. The General Lease Terms of
even date herewith sets forth in detail the terms, conditions and obligations of Landlord
and Tenant. This Section is to be read in conjunction with the General Terms; provided,
however, to the extent of any inconsistency between this Section and the General Terms,
this Section shall control.
Leased Premises
Project Name: 3100 Building
Address: 3100 South 176 Street, SeaTtac, WAa 98188
Estimated Sq. Ft: 1915
Plus Load Factor of 15 287 sq. ft.
Total Sq. Ft.:2202
Rent; Prepaid Rent; Security Deposit
Base Monthly Rent: Please see Section 4.5
1
Term (See §3)
Commencement Date: November 1 20098
Rent Commencement Date: November 1St
2009-8
Expiration Date: April 30 2014
Length of Term: sixtv -six (66) Months
Renewal Options: two (2) five (5) Year
Extension Options
Permitted Use: General office use
Parking: Tenant or tenant's employees shall
have use of six (6) parking stalls in common
with other tenants and an additional four (4)
parking stalls that will be designated visitor
parking for Tenant.
Guarantor:
Landlord's Work: See Terms Exhibit C
Signage: See Terms Exhibit D
Landlord's Initials:
Tenant's Initials:
1. PREMISES. 6
1.1 Premises 6
1.2 Common Areas 6
1.3 Excluded Property 6
2. TERM. 6
3. POSSESSION. 7
3.1 Delivery of Possession 7
3.2 Landlord's Work; Tenant Obligation 7
3.3 Tenant's Tenant Improvement Work 8
3.4 Defects in Landlord's Work 8
3.5 Pre Commencement Obligations and Failure to Open for Business 8
4. TOTAL RENT. 8
4.1 Total Rent 8
4.2 Duty to Pay 8
4.3 Triple Net 9
4.4 Payment 9
4.5 Base Rent: [must be completed] 9
4.6 Operating and Property Expenses 9
4.7 Communications Internet Access 10
5. OPTION PERIOD 11
6. STATEMENT OF OPERATING AND PROPERTY EXPENSES. 12
7. SECURITY DEPOSIT. 12
7.1 Amount 12
7.2 Return 13
8. USE OF PREMISES. 13
8.1 Tenant's Use 13
8.2 Licenses and Permits 13
8.3 Indemnity 13
9. ACCIDENTS AND LIABILITY. 14
10. WAIVER OF CLAIMS AND INDEMNIFICATION. 14
10.1 Waiver of Claims 14
10.2 Indemnity 15
10.3 Workers Compensation 15
11. INSURANCE. 16
11.1 Tenant's Insurance 16
11.2 Liability Insurance 16
Cassan Enterprises Lease 09/14/2009.doc
TABLE OF CONTENTS
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Page
11.3 Property Insurance 17
11.4 Automobile Coverage 17
11.5 Worker's Compensation 17
11.6 No Representation 17
11.7 Additional Requirements 17
11.8 Notices 17
11.9 Waiver of Subrogation 18
12. ASSIGNMENT. 18
12.1 Tenant Assignment 18
12.2 Tenant's Continuing Obligation 18
12.3 Landlord Assignment 18
13. ACCESS. 18
14. LIENS 19
15. INSOLVENCY. 19
16. REPAIRS AND SURRENDER OF PREMISES 19
17. DAMAGE, DESTRUCTION, OR CONDEMNATION. 19
17.1 Damage and Repair 19
17.2 Condemnation 20
18. ALTERATIONS. 21
18.1 Tenant Alterations 21
18.2 Landlord Alteration 22
18.3 Landlord's Reserved Rights 22
18.4 Substitute Premises 24
19. SIGNS. 24
20. TERMINATION WITHOUT CAUSE. 24
21. DEFAULT. 25
21.1 Failure To Pay 25
21.2 Vacation/Abandonment 25
21.3 Insolvency 25
21.4 Levy or Execution 25
21.5 Failure to Comply with Rules and Regulations 25
21.6 Other Non Monetary Defaults 25
21.7 Failure to Take Possession 26
22. REMEDIES. 26
22.1 Termination of Lease 26
22.2 Re -Entry and Reletting 27
22.3 Cure Default 2 7
22.4 Acceleration 27
22.5 Waiver of Redemption Rights 27
22.6 Non payment of Additional Total Rent 28
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23. NON WAIVER OF BREACH 28
24. REMOVAL OF PROPERTY 28
25. HEIRS AND SUCCESSORS 28
26. HOLD -OVER 28
27. AUTHORITY TO SIGN, PERSONAL GUARANTY, JOINT AND SEVERAL
LIABILITY. 29
28. NOTICES. 29
28.1 General Notice Requirement 29
28.2 Notice of Landlord Non Compliance 29
29. SUBORDINATION AND ATTORNMENT 30
30. ESTOPPEL CERTIFICATES. 30
30.1 Tenant Obligation to Provide Estoppel 30
30.2 Time and Deliveries 31
30.3. Tenant's Failure to Provide Estoppel 31
30.4 Failure to Respond 31
31. PERSONAL PROPERTY TAXES. 31
32. RULES AND REGULATIONS 32
33. AUTOMATIC RENEWAL. 32
34. FINAL AGREEMENT PROCEDURE TO AMEND 32
35. LITIGATION. 32
35.1 Jurisdiction and Venue 32
35.2 Unlawful Detainer Action 33
35.3 Service of Process 33
35.4 Rent Control Waiver 33
36. COSTS, ATTORNEYS FEES AND INTEREST 33
37. TENANT'S FINANCIAL CONDITION. 33
38. HAZARDOUS MATERIAL 33
38.1 Landlord's Representation and Warranty 34
38.2 Tenant's Hazardous Substances 34
38.3 Duration of Indemnity 34
38.4 Response Activities 35
38.5 Definition of Hazardous Material 35
39. PARKING. 35
39.1 Tenant's Parking Spaces 35
39.2 Assignment of Parking Spaces 35
40. BUILDING STANDARDS 353-5
41. MISCELLANEOUS 36
41.1 Joint and Several Liability 36
41.2 Force Majeure 36
41.3 Captions 36
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41.4 Application of Payments 36
41.5 Definition of Landlord 36
41.6 Only Landlord/Tenant Relationship 36
41.7 Counterparts 36
41.8 Limitation on Landlord's Liability 37
41.9 Transfer of Landlord's Interest 37
42. USA PATRIOT ACT AND ANTI TERRORISM LAWS. 37
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1. PREMISES
1.1 Premises. Landlord hereby leases to Tenant and Tenant leases from
Landlord, the real property described on Exhibit A attached hereto (the "Premises The
total floor area of the Premises, which is outlined on the floor plan attached hereto as
Exhibit B, is 2202 square feet, consisting of a net floor area of 1915 square feet, plus a
load factor of 15% (287 square feet) to cover common areas- The Premises is located
in 3100 South 176 Street in the City of SeaTac. County of Kine, State of Washington
commonly known as the 3100 Building. The Premises do not include and Landlord
reserves the exterior walls and roof of the Premises; the land beneath the Premises; and
the pipes, ducts, conduits, wires, fixtures, and equipment leading through the Premises in
areas which will not materially interfere with Tenant's use thereof, such as the areas
above suspended ceilings and within the structural elements of the Premises (the
"Building Landlord reserves the right to install, maintain, use, repair and replace the
Building and its structural elements.
1.2 Common Areas. This Llease includes the non exclusive right to use
Ceommon Aareas. The term "Common Areas" means all areas and facilities that are
provided and designated from time to time by Landlord for the general non exclusive use
and convenience of Tenant with other tenants and are not leased or held for the exclusive
use of a particular tenant. Common Areas may, but do not necessary include, hallways,
entryways, stairs, elevators, driveways, walkways, terraces, docks, loading areas,
restrooms, trash facilities, parking areas and garages, roadways, pedestrian sidewalks,
landscaped areas, security areas and lobby or mall areas. Without advance notice to
Tenant, Landlord may change the size, use, or nature of any Common Areas, erect
improvements on the Common Areas or convert any portion of the Common Areas to the
exclusive use of Landlord or selected tenants, so long as Tenant is not thereby deprived
of the substantial benefit of the Premises. Use of common areas must be in conformity
with each and every rule promulgated and/or amended from time to time.
1.3 Excluded Property. This ',lease does not grant any legal rights to property,
light, or air outside the defined Premises nor any particular view or cityscape.
2. TERM
This Lease shall be for a term of sixtv -six (661 months, beginning on the commencement
date, and ending on April 30 2014 (the "Expiration Date The Lease shall
commence on November 1 of 2009 or on such earlier or later date as may be specified
by written notice by Landlord to Tenant advising Tenant the premises are ready for
possession and specifying the commencement date. If Tenant occupies the Premises
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before the Commencement Date specified in this Section 2, then the Commencement
Date shall be the date of occupancy.
Landlord shall be liable for any damage or loss due to Landlord's inability of failure to
deliver possession of the Premises to Tenant as provided in this Lease. The first "Lease
Year" shall commence on the Commencement Date and shall end on the date that is
twelve (12) months from the end of the month in which the Commencement Date occurs.
Each successive Lease Year during the initial Term and any extension terms shall be
tTwelve (12) months, commencing on the first day following the end of the preceding
Lease Year, except that the last Lease Year shall end on the Expiration Date.
3. POSSESSION
3.1 Delivery of Possession. Landlord shall deliver possession of the Premises
to Tenant on the Commencement Date, with all Landlord's Work (as defined below)
substantially complete. If Landlord, for any reason whatsoever, cannot deliver
possession of the Premises to Tenant on the Commencement Date, this Lease shall not be
void or voidable, nor shall the Term of this Lease be extended, but in that event, all Total
Rent shall be abated proportionately during the period from the Commencement Date to
the date of actual delivery of possession. If Tenant occupies or takes possession of the
Premises prior to the Commencement Date, such occupancy or possession shall be on the
same terms and conditions of the Lease and Total Rent shall commence, but the
Expiration Date shall not be affected.
3.2 Landlord's Work: Tenant Obligation. Except as specified elsewhere in this
Lease, Landlord makes no representations or warranties to Tenant regarding the
Premises, including the structural condition of the Premises and the condition of all
mechanical, electrical, and other systems on the Premises or the suitability of the
Premises for Tenant's intended use. Except for any Tenant Improvements described on
the attached Exhibit C to be completed by Landlord (defined therein as "Landlord's
Work Tenant shall be responsible for performing any work necessary to bring the
Premises into a condition satisfactory to Tenant. By signing this Lease, Tenant
acknowledges that it has had an adequate opportunity to investigate the Premises and
accepts the Premises in its present condition, AS IS WITH ALL FAULTS, and
acknowledges responsibility for making any corrections, alterations and repairs to the
Premises (other than the Landlord's Work), and acknowledges that the time needed to
complete any such items shall not delay the Commencement Date. To the extent the
Landlord's Work is not completed in time for the Tenant to occupy or take possession of
the Premises on the Commencement Date due to the failure of Tenant to fulfill any of its
obligations under this Lease, the Lease shall nevertheless commence on the
Commencement Date.
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3.3 Tenant's Tenant Improvement Work. Attached Exhibit C sets forth all
Landlord's Work, if any, and all tenant improvements to be completed by Tenant
"Tenant's Work if any, that are to be performed on the Premises. Responsibilities for
design, payment and performance of all such work shall be as set forth on attached
Exhibit C.
3.4 Defects in Landlord's Work. If Tenant fails to notify Landlord of such
defects in the Landlord's Work within ten (10) days of delivery of possession to Tenant,
Tenant shall be deemed to have accepted the Premises in their then condition. If Tenant
discovers any major defects in the Landlord's Work during this 1 0-day period that would
prevent Tenant from using the Premises for its intended purposes, Tenant shall so notify
Landlord in writing and the Commencement Date shall be delayed until after Landlord
has corrected the major defects and Tenant has had five (5) days to inspect and approve
the Premises after Landlord's correction of such defects. The Commencement Date shall
not be delayed if Tenant's inspection reveals minor defects in the Landlord's Work that
will not prevent Tenant from using the Premises for their intended use. Tenant shall
prepare a punch list of all minor defects and provide the punch list to Landlord within the
10 -day period. If Tenant timely provides the punch list, then Landlord shall promptly
correct all punch list items.
3.5 Pre Commencement Obligations and Failure to Open for Business. The
parties agree that certain obligations may commence prior to the lease term (e.g.,
construction, hold harmless, liability, etc.). In the event Tenant has not opened for
business and rental has not commenced within six (6) months of the execution of this
Lease, then this Lease shall be null and void at Landlord's option.
4. TOTAL RENT
4.1 Total Rent. Tenant covenants and agrees to pay rent to Landlord. The
total rent owed by Tenant shall consist of the Base Rent (as hereinafter defined) and any
other amount due under this Lease (collectively, the "Total Rent and operating and
property expenses as described below (the "Total Rent
4.2 Duty to Pay. The duty to pay the Total Rent (including periodic increases)
is a covenant of the Tenant independent of any and all undertakings, covenants or
warranties of Landlord. No claimed breach or claimed default on the part of the Landlord
will justify or excuse the failure to make such payments on the dates specified. In no
case may Tenant satisfy the duty to pay rent (including added rent) by depositing the
same in court in an interpleader or otherwise or by claiming set -off or in any manner
Cassan Enterprises Lease 09/14/2009.doc
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other than by direct payment to Landlord. Landlord's acceptance of less than the full
amount of any payment from Tenant shall not be deemed an accord and satisfaction or
compromise of such payment.
4.3 Triple Net. This lease is a "Triple Net Lease." Therefore, Landlord shall
4.4 Payment. Payment of the Total Rent shall be made to Landlord, unless
Landlord designates in writing some other party to whom payment should be made.
Payment of Total Rent must be made in advance, on or before the first (1st) day of each
month of this Lease. A late fee of 25% of the Total Rent will be assessed each month if
the Total Rent is not received by Landlord on or before the thirdfirst day of such month.
4.5 Bit-se -Total Rent
Tenant will pay the total rent which will be increased annually as follows:
Month 1 thru Month 6
Month 7 thru Month 18
Month 19 thru Month 30
Month 31 thru Month 42
Month 43 thru Month 54
Month 55 thru Month 66
4.6
Cassan Enterprises Lease 09/14/2009.doc
$0.00 per month Full Service
$3,120.00 per month Full Service
$3,214.00 per month Full Service
$3,310.00 per month Full Service
$3,409.00 per month Full Service
$3,511.00 per month Full Service
4.6.1 In addition to Base Rent, Tenant shall pay its pro rata share of
which
represents the ratio of Tenant's rentable floor area to the total rentable floor area of the
4.6.1.1 All insurance, premiums, and deductibles;
4.6.1.2 All utility charges (other than thos separately metered and
paid for by Tenant or other tenant*
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assessments,
property valuation;
4.6.1.4 g, and maintaining
parking lots, sidewalks, driveways, landscaping, and other areas used in common with
other tenants;
4.6.1.5 All janitorial and cleaning services, including without
limitation trash removal;
Premises;
4.6.1.7
costs levied, assessed or imposed by, or at the direction
4.6.1.8
services, landscape maintenance,
similar costs;
reasonable time determined by Landlord).
4.7 Communications Internet Access. Landlord shall make available
telecommunications and Internet access to the Premises. Tenant may install, maintain,
replace, remove and use communications or computer wires, cables and related devices at
Cassan Enterprises Lease 09/14/2009.doc
4.6.1.3 All real estate taxes, in uding T ID assess rents, or special
4.6.1.10 Amortization (in accordance
e Premises and common areas. The cost -fer
10
c.;, and any other
es serving the
es, materials and tools associated
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or serving the Ppremises only with Landlord's prior written consent. Tenant shall locate
all electronic telecommunications equipment within the Premises and shall coordinate the
location of all telecommunications and Internet wires, cables and related devices with
Landlord. Landlord reserves the right to require that Tenant remove any
telecommunications or Internet wires, cables and related devices in or serving the
Premises which are installed in violations of these provisions or which are at any time in
violation of any laws or present a dangerous condition within five (5) days after written
notice. Landlord shall have no liability for damages arising from, and Landlord does not
warrant that the Tenant's use of any telecommunications or Internet lines, cables or other
devices will be free from the following (collectively called "Line Problems any
shortages, failures, variations, interruptions, disconnections, loss or damage caused by the
installation, maintenance or replacement, use or removal of telecommunications or
Internet cables, lines or devices by or for other tenants or occupants in the building, by
any failure of the environmental conditions or the power supply for the building to
conform to any requirement of the telecommunications or Internet lines, cables or devices
and /or any associated equipment, or any other problems associated with any such
equipment by any other cause; any failure of such cables, lines and other devices to
satisfy Tenant's requirements; or any eavesdropping or wiretapping by unauthorized
parties. Landlord in no event shall be liable for damages by reason of loss of profits,
business interruption or other consequential damages arising from any Line Problems.
5. OPTION PERIOD
Tenant shall have the option to extend the term of this Lease for two (2) periods for five
years each on the terms and conditions as set below:
5.1 Total Rent during the option periods shall be negotiated.
The Option shall be exercised by Tenant's written notice delivered to Landlord no later
than six (6) months, and no earlier than one calendar year, before the expiration of the
then current Lease Term. This Option may not be exercised if Tenant is in default under
any terms of this Lease Agreement. The Total Rent shall be of fair market rent, but not
less than 103% of the rent in Year 5.
6.
sr
e I�
11? e l r
Upon commencement of this Lease, Landlord shall submit to Tenant a statement of the
for the period between such
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commencement and the following January. Tenant shall pay these operating and
Tenant a statement s
Tenant'
then current calendar year and the amount of monthly payments which are then
experience.
Lease terminates or expires. Conversely, if any overpayment is made by Tenant, it shall
provided. Landlord';, b
will be conclusive on the parties.
7. SECURITY DEPOSIT
Cassan Enterprises Lease 09/14/2009.doc
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allocable share
ass than the
s based on the prior year's
for the then current year with actual
after each calendar year as
mplated, Landlord
nd property expenses and --the estimated
eemed a waiver of Tenant's duty to pay sums-as-herein
7.1 Amount. Tenant shall be required to make a security deposit upon
execution of this Lease. Tenant shall deposit with Landlord the sum of Five Thousand
Dollars ($5,000.00) as security for Tenant's faithful performance of Tenant's Lease
obligations. Landlord may commingle the Security Deposit with its other funds and shall
not be required to keep the security deposit separate from its general accounts. If Tenant
fails to pay rent or other charges due hereunder, or otherwise defaults with respect to any
provision, Landlord may retain or use all or a portion of the security deposit. If Landlord
retains or uses any portion of the security deposit, Tenant shall within five (5) days after
written demand deposit cash with Landlord in an amount sufficient to restore the security
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deposit to the full amount stated above. Tenant's failure to do so shall be a breach of this
Lease and Landlord may, at its option, terminate the lease.
7.2 Return. If Tenant performs all of Tenant's obligations hereunder, the
security deposit (or so much of it as has not been retained or used by Landlord) shall be
returned to Tenant (or, at Landlord's option, Tenant's last assignee) within ten (10) days
after the expiration of the term hereof, or after Tenant has vacated the Premises,
whichever is later. Tenant shall not be entitled to interest on the security deposit.
8. USE OF PREMISES
8.1 Tenant's Use. Tenant will use the Premises for General Office and for no
other purpose without written consent of Landlord. The Premises shall not be used in
any way which constitutes a violation of any law, ordinance, regulation or order, or
which constitutes a nuisance, hazard or risk of contamination (whether or not unlawful
when this L1ease was executed). Regardless of the actual zoning of the Premises, the
Premises shall not be used in any manner, which would not be allowed to be carried on
adjacent to a public school within the zoning in the jurisdiction. The Premises shall not
be used for the sale or viewing of any sexually- oriented material, adult entertainment, nor
the sale of illegal drugs. Tenant shall not do or permit anything to be done in the
Premises or on the property that will obstruct or interfere with the rights of other tenants
or occupants of the property or their customers, clients and visitors, or to injure or annoy
such persons. Tenant shall not service, maintain or wash vehicles anywhere on the
Premises.
8.2 Licenses and Permits. Tenant shall obtain and pay for all necessary
licenses and /or permits. Tenant shall take all action necessary to comply with all
applicable statutes, ordinances, rules, regulations, orders and requirements regulating the
use of the Premises, including applicable federal, state, and local environmental laws,
rules, regulations and ordinances; the Americans with Disabilities Act; and federal and
state occupational safety and health laws.
8.3 Indemnity. Tenant shall indemnify Landlord and hold Landlord harmless
from any and all costs, claims or liability arising from Tenant's use of the Premises.
Tenant shall defend Landlord against any such cost, claim or liability at Tenant's
expense, with legal counsel selected by Washingon Cities Insurance Authority (WCIA).
Tenant shall reimburse Landlord for all
legal fees and cost incurred by Landlord in connection with any such claim.
9. ACCIDENTS AND LIABILITY
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Landlord shall have no liability whatsoever for any damage to or loss of or theft of
Tenant's personal property, including, but not limited to, automobiles, furniture,
computer and other technological systems, telephone systems, and electronic and other
records. Landlord or Landlord's agents shall not be liable for any damage or clean -up
expense, either to persons or property, sustained by Tenant or others caused by any
defects now in the Premises or hereafter occurring therein, or due to the condition of the
building in which the Premises are situated, or any part or appurtenance thereof, arising
out of any repair or caused by any event or act or neglect of any person, or caused by any
interruption of utility services. It is the intention of the parties that Tenant and not
Landlord shall be liable for any injury or death to any person, including Tenant's
employees, or for any loss or damage to any property (including property of Tenant)
occurring in or about the Premises from any cause whatsoever. Except as provided in
Paragraph 9 hereof, Tenant shall hold and save Landlord harmless to the full extent
permitted by law, from all loss, damage, liability, or expense (including attorneys fees
and costs), resulting from any actual or alleged injury to or death to any person (and in
connection therewith Tenant waives the protection afforded Tenant by the workers
compensation laws) and /or from damage, loss or destruction to or of any tangible or
intangible property occurring on or adjacent to the leased premises which results from or
(1) Tenant's use of or occupation of the leased and/or adjoining
premises; (2) or any act or omission of Landlord and /or Landlord's other tenants,
licensees, employees, officers, directors, agents, employees, guests or visitors. The
obligations of Tenant hereunder are independent from and in addition to Tenant's and the
insurer's obligations under paragraph 10 hereof and the obligations hereunder shall
continue after the expiration or termination of the Lease with respect to events which
occurred during the term of this Lease.
10. WAIVER OF CLAIMS AND INDEMNIFICATION
10.1 Waiver of Claims. To the extent not prohibited by law, and except as
provided below, Tenant hereby expressly releases Landlord, its property manager and
their respective officers, agents, directors, representatives, shareholders, members,
subsidiaries, affiliates, related entities, partners, employees and lenders (collectively,
"Landlord's Indemnitees from and waives all claims for, damage or injury to person,
theft, loss of use of or damage to property and loss of business sustained by Tenant
resulting from any cause, including but not limited to, the Premises or any part thereof or
the building at which the premises are located, or any equipment therein or appurtenances
thereto falling into disrepair, or resulting from any damage, accident or event in or about
the Premises or any willful, intentional or negligent act or omission of any person.
Without limiting the generality of the foregoing, this paragraph shall apply particularly,
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but not exclusively, to flooding, damage caused by any equipment and apparatus, water,
snow, frost, steam, excessive heat or cold, broken glass, sewage, gas, odors, excessive
noise or vibration, death, loss, conversion, theft, robbery, assault, battery, homicide, or
the bursting or leaking of pipes, plumbing fixtures, sprinkler devices, or any interruption
of utility services. Without limiting the generality of the foregoing, Tenant waives all
claims and rights of recovery against Landlord, and Landlord's Indemnitees for any loss
or damage to any property or person of Tenant, which loss or damage is insured against,
or required to be insured against, by Tenant pursuant to this Lease, whether or not such
loss or damage is due to the fault or negligence of Landlord, or Landlord's Indemnitees,
and regardless of the amount of insurance proceeds collected or collectible under any
insurance policies in effect, and Tenant further agrees that all such property of Tenant
shall be a the risk of Tenant only and Landlord and Landlord's Indemnitees shall not be
liable for any loss or damage thereto or the theft or conversion thereof and Tenant
completely releases and exculpates Landlord and Landlord's Indemnitees therefrom.
This provision shall survive the expiration or termination of the Lease.
1 n 2 frra_e n Tenant agree;, to index fy, defend and hold harmless
actions, liabilities, -es-Rcs
(i lu ng attorncys'' fees) incurre d
to any persons and damage to or the
s, from and aiEnst any and all claim:,, demands,
.n�urtes, fines,
penalties, liens, d�cs, :,osts and expenses
by Landlord or Landlord's Indemnitees, for injuries
a: of property
or about the Prcmis�s (i) from the use, occupancy, maintenance a eeawr d in" repair of
or about the Premises (including, Without limitation, any altera
any breach or.. default 'on the part of Tenant in the performance of any covenant or
other act or omission of° Tenant, its subtenants, aasignees, servants, guests, suppliers,
invitecc employees "contractors and agents. I` ding is filed against
ale Gent- y k. gal counsel reasonably satisfactory to
Landlord and Landlord's Indemnitees, if requested by landlord. The foregoing indemnity
10.2 Workers Compensation. The indemnification obligations contained in this
Section shall not be limited by any worker's compensation, benefit or disability laws, and
each indemnifying party hereby waives any immunity that said party may have under the
Washington Industrial Insurance Act, Title 51 RCW, and similar worker's compensation,
benefit or disability laws. LANDLORD AND TENANT ACKNOWLEDGE BY THEIR
EXECUTION OF THIS LEASE THAT EACH INDEMNIFICATION PROVISION OF
THIS LEASE (INCLUDING, BUT NOT LIMITED TO, THOSE RELATING TO
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WORKER'S COMPENSATION BENEFITS AND LAWS) WAS SPECIFICALLY
NEGOTIATED AND AGREED TO BY LANDLORD AND TENANT.
11. INSURANCE
11.1 Tenant's Insurance. Without limiting tenant's obligations and
responsibilities, Tenant is required to maintain liability insurance and property insurance
as described below. Such insurance shall be at Tenant's own expense and must be with
an insurance company or companies licensed to do business in Washington and having a
general policy holder's rating of not less than "A" and a financial rating of not less than
Class "X" in the most current edition of Best's Insurance Reports. Insurance policies
required to be maintained by Tenant shall provide that such policies are not subject to
material alteration or cancellation except after at least thirty (30) days' prior written
notice to Landlord, and shall be primary as to Landlord. Tenant shall provide Landlord
with copies of the insurance policies required herein and annual proof of coverage.
Landlord shall be named as an additional named insured on all such policies. If Tenant
fails to maintain such insurance, Landlord may do so, without waiving any other rights or
remedies. In such event, Tenant shall reimburse Landlord on demand for the full
expense. If, on account of the failure of Tenant to comply with the foregoing provisions,
Landlord is adjudged a co- insurer by its insurance carrier, then, any loss or damage
Landlord shall sustain by reason thereof, including attorneys' fees and costs, shall be
borne by Tenant and shall be immediately paid by Tenant upon receipt of a bill thereof
and evidence of such loss. Landlord, its agents and employees, make no representation
that the limits of liability specified to be carried by Tenant under this Lease are adequate
to protect Tenant. If Tenant believes that any such insurance coverage is insufficient,
Tenant shall provide, at its own expense, such additional insurance as Tenant deems
adequate.
11.2 Liability Insurance. Tenant must maintain adequate commercial general
liability insurance on an occurrence basis in the minimum amounts of $1,000,000 for
property damage and in the minimum amounts of $2,000,000 (per individual) and
$2,000,000 (per accident) for personal injuries. Such insurance must indemnify both
Landlord and Tenant against any such claims demands, losses, damages, liabilities and
expenses, including contractual liability assumed under this Lease, and shall not include
any non standard exclusions. Landlord shall be named as one of the insured under such
policy(ies). Landlord shall be furnished with a copy of such policy(ies). Such policy(ies)
shall bear an endorsement that the same shall not be canceled except upon ten (10) days
prior written notice to Landlord. Neither the Tenant nor any of Tenant's officers,
directors, employees, agents or shareholders will make any contention that any of them
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are an "Insured" or entitled to insurance protection under any insurance policy purchased
by Landlord.
11.3 Property Insurance. Tenant shall also maintain insurance covering its
furniture, fixtures, equipment and inventory in an amount equal to the full insurable value
thereof, against fire and risks covered by a standard fire insurance policy with an
extended coverage endorsement and insurance covering all plate glass and other glass on
the leased premises.
11.4 Automobile Coverage. Tenant shall at all times during the term of this
Lease at its own expense keep in full force and effect business automobile liability
insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence,
covering owned, non owned, and hired automobiles that may be used at the Premises.
11.5 Worker's Compensation. Tenant shall at all times during the term of this
Lease comply with the worker's compensation and employment liability laws of the state
in which the Premises is located. In addition, Tenant shall at all times during the term of
this Lease, at its own expense, keep in full force and effect employer's liability coverage
with a minimum of One Million Dollars ($1,000,000) per accident, One Million Dollars
($1,000,000) for injury by disease of more than one person, and One Million Dollars
($1,000,000) per employee for injury by disease.
11.6 No Representation. Landlord makes no representation that the limits of
liability required of Tenant by this Lease are adequate to protect Tenant. In the event
Tenant believes that the insurance coverage required by this Lease is insufficient, Tenant
shall provide, at its own expense, such additional insurance as Tenant deems adequate.
11.7 Additional Requirements. Tenant shall require each of its contractors and
trades people to carry insurance in amounts and standards specified in this Lease or as
Landlord may from time to time require.
11.8 Notices. Tenant shall immediately furnish Landlord with a copy of any
written notice received, or a written summary of any oral notice received, from any
governmental or quasi governmental authority, insurance company, inspection bureau or
any other third party as it relates to the Premises.
11.9 Waiver of Subrogation. Notwithstanding the provisions of Paragraph 10,
Landlord and Tenant hereby release each other and any other tenant, their respective
agents or employees, from responsibility for, and waive their entire claim of recovery for
any loss or damage arising from any cause covered by insurance required to be carried by
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each of them. Each party shall provide notice to the insurance carrier or carriers of this
mutual waiver, and shall cause its respective insurance carriers to waive all rights of
subrogation against the other. This waiver shall not apply to the extent of the deductible
amounts to any such policies or to the extent of liabilities exceeding the limits of such
policies.
12. ASSIGNMENT
12.1 Tenant Assignment. Tenant shall not let or sublet the whole or any part of
the Premises nor assign this Lease or any part thereof without the consent of the
Landlord. Landlord may withhold such consent in its sole and absolute discretion. In the
event Landlord elects to consent to an assignment by Tenant, Landlord may charge a
transfer fee for such transfer equal to one month's Total Rent. This Lease shall not be
assignable by operation of law. If Tenant is a corporation or limited liability company,
then the transfer, by any means, of voting control of Tenant or the transfer of more than
49% of the value of all the stock or membership interests of the Tenant to any party or
parties, whether in one or more transfers, shall be deemed an assignment and shall require
Landlord's consent.
12.2 Tenant's Continuing Obligation. If the Premises are sublet or if an
assignment of this Lease is made, the assignor (and, if applicable, all prior assignors and
those persons personally guaranteeing the lease) shall remain personally responsible and
liable directly to the Landlord for the payment of rent and for the fulfillment of all other
obligations, including during any extension of the Lease through the exercise of any
options then outstanding at the time of the assignment. If assignment results in any rental
in excess of the rental payable hereunder, such excess rental shall be the property of the
Landlord and Tenant shall cause the same to be paid directly to the Landlord.
12.3 Landlord Assignment. Landlord shall have the right to assign its interest in
this Lease without consent of Tenant.
13. ACCESS
Tenant will allow Landlord or Landlord's agents free access to the Premises at all
reasonable times with one day advance notice.
14. LIENS
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Tenant shall keep the Premises and the property at which the Premises are situated free
from any liens. Tenant shall indemnify and hold Landlord harmless from liability from
any such lien including, without limitation, liens arising from alterations and repairs.
15. INSOLVENCY
In the event Tenant becomes insolvent, files or otherwise becomes subject to any federal
or state's insolvency laws, or if a receiver, assignee or other liquidating officer is
appointed for the business of the Tenant, or if any of the Tenant's property is levied upon
or attached, then Landlord shall, in its sole and absolute discretion, have the option to
immediately terminate this Lease in addition to any other rights or remedies Landlord has
or may have in law or equity.
16. REPAIRS AND SURRENDER OF PREMISES
The Premises have been inspected, or if construction or alteration thereof is
contemplated, then the Premises will be inspected when Tenant assumes possession. The
Premises are, or will be upon taking possession, accepted "as is" except only for any
exceptions noted in writing by Tenant and consented to in writing by Landlord. All
repairs shall be at Tenant's sole cost and expense. Tenant agrees that upon termination of
this Lease, Tenant will quit and surrender the Premises without notice, in a neat and clean
condition and in the same condition as at the Commencement Date. ordinary wear and
tear excepted, and will deliver up all keys belonging to said Premises to the Landlord or
Landlord's agents. At the termination of this lease Tenant will remove all Tenant's trade
fixtures and repair all damage caused by the removal including the cost of abiding by
building code provisions then in effect and, if appropriate, painting and repairing areas
adjacent to or effected by the removal.
17. DAMAGE. DESTRUCTION. OR CONDEMNATION
17.1 Damage and Repair. Except in cases where the Premises or that portion of
the property necessary for Tenant's occupancy becomes untenantable from insured loss,
it shall be the duty of the Tenant to repair damage to the Premises from any cause,
including but not limited to water damage. To the extent that any damage to the Premises
or that portion of the property necessary for Tenant's occupancy is covered by insurance,
Landlord will aid Tenant in efforts to obtain any proceeds from such insurance.
17.1.1 If the Premises or that portion of the property necessary for
Tenant's occupancy is damaged by fire or other insured casualty to an extent which
makes a significant portion or all of the Premises untenantable, then Tenant shall give
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notice of such event to Landlord. The Landlord shall, within sixty (60) days after receipt
of such notice, advise Tenant whether Landlord elects to repair or replace the Premises or
elects to terminate this Lease. If the Landlord fails to give notice of Landlord's intention
within such time period, Tenant shall give Landlord notice that the election by the
Landlord is required and if Landlord does not advise Tenant within five (5) days of
Landlord's election to repair or replace, this Lease shall terminate. If the Landlord elects
to repair or rebuild, the Landlord will proceed to do so with reasonable diligence
commencing upon settlement of any insurance claim or, if there is no such claim, as soon
as practicable.
17.1.2 If this Lease is not terminated then the rent shall be abated to the
extent the Premises or that portion of the property necessary for Tenant's occupancy are
untenantable until substantial completion of the repair or reconstruction. The telin of this
Lease shall not be extended by virtue of the Premises being untenantable for any period
of time.
17.2 Condemnation. If the Premises or any portion of the property where the
Premises are located is taken by eminent domain or sold to one having the power of
eminent domain under threat of condemnation, then Tenant automatically assigns and
relinquishes to Landlord any right which the Tenant might have against the party having
the power of eminent domain.
17.2.1 Notice. Tenant shall notify Landlord if Tenant becomes aware that
any portion of the Land or Building will be taken in condemnation proceedings or by
exercise of any right of eminent domain (any such action being hereinafter referred to as
a "Taking or if Tenant becomes aware of the commencement of any proceedings
which might result in a Taking.
17.2.2 Total Taking. In the event of the Taking of the entire Premises, this
Lease shall terminate as of the date of such Taking, without affecting Landlord's right to
recover damages as a result of such taking. In the case of a Taking of a portion of the
Premises or portion of the Land or Building which shall, in Landlord's judgment, render
the Premises inadequate or unsuitable for use by Tenant for the uses or purposes intended
by Tenant, this Lease shall terminate as of the date of such Taking, at Landlord's sole and
absolute discretion. The Taking described in each of the two preceding sentences is
herein referred to as a "Total Taking."
17.2.3 Partial Taking. In the case of a Taking other than a Total Taking (a
"Partial Taking this lease shall remain in full force and effect; provided, however, that:
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17.2.3.1 on the date of such Taking this Lease shall terminate as to
the portion of the Premises rendered inaccessible, untenantable or unfit for use by Tenant
(which portion shall be deemed excluded from the Premises);
17.2.3.2 the Base Rent shall be reduced by the percentage of
rentable square feet of the Premises rendered inaccessible, untenantable or unfit for use
by Tenant;
17.2.3.3 the rentable square feet of the Building and rentable square
feet of the Premises shall be appropriately adjusted; and
17.2.4 Tenant's Right to Participate. Tenant shall only have the right to
participate in any proceeding relating to a Taking in order to recover moving expenses
incurred by Tenant and assigns to Landlord any right to recover any other award.
17.2.5 Temporary Taking. In the event of a temporary Taking, the effect
of which is to render all or any portion of the Premises untenantable, inaccessible or unfit
for use by Tenant, Base Rent hereunder, or a portion thereof in proportion to the area of
the Premises so rendered untenantable, inaccessible or unfit for use by Tenant, shall abate
for so long as the premises, or portion thereof, is untenantable, inaccessible or unfit for
use by Tenant; provided, however, in the event of a temporary Taking which renders the
Premises, or a portion thereof, untenantable, inaccessible or unfit for use by Tenant for
one hundred eighty (180) days following such Taking, Tenant may terminate this Lease
as to the Premises, or a portion thereof, which has been rendered untenantable,
inaccessible or unfit for use by Tenant by giving written notice to Landlord no later than
thirty (30) days after the expiration of said one hundred eighty (180) day period. In the
event this Lease is terminated with respect to only a portion of the Premises, Base Rent
shall be reduced in proportion to the area of the Premises with respect to which this Lease
is so terminated.
18. ALTERATIONS
18.1 Tenant Alterations. Tenant shall not make any alterations, additions or
improvement in the Premises without the prior written consent of Landlord. Landlord
shall have sole and absolute discretion whether to give its consent. All alterations,
additions and improvements shall be at the sole cost and expense of Tenant, shall become
the property of the Landlord, and shall remain in and be surrendered with the Premises
upon termination, without disturbance, molestation or injury. If, with Landlord's
consent, the Tenant performs any work, Tenant agrees to comply with all laws,
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ordinances, rules and regulations. Tenant further agrees to hold Landlord free and
harmless from damage, loss or expense arising out of said work.
18.2 Landlord Alteration. Tenant agrees that Landlord has the right to make
alterations to the Premises, and to the property at which the Premises are situated.
Landlord shall not be liable for any damage which Tenant might suffer by reason of such
undertaking.
18.3 Landlord's Reserved Rights. Landlord reserves the following rights, each
of which Landlord may (but shall have no obligation to) exercise without notice to
Tenant (except as provided herein) and without liability to Tenant, and the exercise of
any such rights shall not be deemed to constitute an eviction or disturbance of Tenant's
use or possession of the Premises and shall not give rise to any claim for set -off or
abatement of Total Rent or any other claim:
18.3.1 to use any roofs, exterior portions of the Premises (including fire
escapes and ladders), and land, improvements and air and other rights below or above the
Premises or outside the demising walls of the Premises and such areas and risers within
the Premises as are used for utility lines and other facilities or equipment required to
serve the Building and occupants thereof;
18.3.2 upon reasonable prior verbal or written notice to Tenant to change
the name or street address of the Building or the suite number of the Premises;
18.3.3 to install, affix and maintain any and all signs on the exterior
(including the roof) or interior of the Building identifying the Building or tenants;
18.3.4 upon reasonable prior verbal or written notice to Tenant (except in
the case of an emergency) to make repairs, decorations, alterations, additions, or
improvements, whether structural or otherwise, in and about the Building, and for such
purposes to enter upon the Premises, temporarily close doors, corridors and other areas in
the Building and interrupt or temporarily suspend services or use of common areas, and
Tenant agrees to pay Landlord for overtime and similar expenses incurred if such work is
done other than during ordinary business hours at Tenant's request and with Landlord's
consent thereto;
18.3.5 to retain at all times, and to use upon reasonable prior verbal or
written notice to Tenant (except in the case of an emergency) in appropriate instances,
keys to all doors within and into the Premises;
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18.3.6 to grant to any person or to reserve unto itself the exclusive right to
conduct any business or render any service in the Building;
18.3.7 to show or inspect the Premises upon reasonable prior verbal or
written notice to the Tenant (except in the case of an emergency) at reasonable times and,
if vacated or abandoned or if Tenant's right to possession of the Premises is terminated,
to decorate, remodel, repair, alter or otherwise prepare the Premises for re- occupancy;
18.3.8 upon reasonable prior verbal or written notice to Tenant (except in
the case of an emergency) to install, erect, use and maintain in and through the Premises,
risers, pipes, conduits, wires and ducts serving the Building, provided that such
installation, use and maintenance does not unreasonably interfere with Tenant's use of
the Premises;
18.3.9 to designate and approve all window coverings used in the Building;
18.3.10 to approve the weight, size and location of safes, vaults,
bookshelves, files, computers, word processing equipment and other heavy equipment
and articles in and about the Premises and the Building so as not to exceed the live load
per square foot designated by the structural engineers for the Building, and to require all
such items and furniture and similar items to be moved into or out of the Building and the
Premises only at such times and in such manner as Landlord shall reasonably direct in
writing;
18.3.11 to establish control and rules for the purpose of regulating all
property and packages, both personal and otherwise, to be moved into or out of the
Building and the Premises and all persons using the Building after normal business hours;
18.3.12 to regulate delivery and service of supplies and the usage of
loading docks, and parking areas and freight elevators;
18.3.13 to enter the Premises at any reasonable time to inspect the
Premises for any reason whatsoever;
18.3.14 to take any and all action to protect and ensure access at all times
to the Building or particular space or suites therein; and
18.3.15 to take any other action which Landlord deems reasonable in
connection with the operation, maintenance or preservation of the Building.
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18.4 Substitute Premises. Landlord may upon thirty (30) days' prior notice to
Tenant, substitute for the Premises other premises in the Building (the "New Premises
provided, that the New Premises shall be reasonably usable for Tenant's business
hereunder. Tenant agrees to cooperate with Landlord in all ways to facilitate the
expeditious scheduling, staging and completing of such substitution. Landlord shall pay
the direct expenses incurred by the Tenant to relocate within the Premises. Landlord
shall not be liable to Tenant for any damages or loss of business, income or profits by
reason of such substitution. If Tenant fails to surrender and vacate the Premises on the
date designated by Landlord as the effective date for such substitution, then such
retention of possession of the Premises shall be deemed a breach of this Lease by Tenant.
19. SIGNS
Tenant shall be permitted to have signage on the building and door to Ppremises with
prior approval from the Landlord. The signage shall meet the codes requirements of the
local municipality and be approved by Landlord. No signs or symbols may be placed at
the Premises or upon the property where the Premises are located without the prior
written approval of the Landlord. Tenant covenants and agrees that on termination of the
Lease it will remove any signs placed on the Premises and repair any damage or injury to
the Premises caused thereby at Tenant's expense. If Tenant fails to remove the signs
then Landlord may have them removed and may have any damage repaired at Tenant's
expense. All signs shall be of a uniform and acceptable size, shape and appearance.
Upon notice from the Landlord reasonably specifying such size, shape and appearance,
the Tenant will cause its signs to comply with such notice. Tenant must have all signs
manufactured and installed by a firm approved in writing in advance by Landlord. The
Landlord may place "For Rent" signs upon the Premises in prominent locations selected
by Landlord for the ninety (90) days preceding termination of this Lease. Landlord may
at any time, and without compensation to Tenant, place billboards or "for sale" signs
upon the Premises in prominent locations selected by Landlord.
In any of the following events, this Lease may be terminated without cause by the
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where the Premises are situated; or
perty of which the Premises are a part, or upon adjacent
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above, Tenant sh
20. DEFAULT
The following occurrences shall each be deemed an Event of Default by Tenant:
20.1 Failure To Pay. Tenant fails to pay any sum, including Total Rent, due
under this Lease within three (3) days after the due date.
20.2 Vacation/Abandonment. Tenant vacates the Premises (defined as an
absence for at least fifteen (15) consecutive days without prior notice to Landlord), or
Tenant abandons the Premises (defined as an absence of five (5) days or more while
Tenant is in breach of some other term of this Lease). Tenant's vacation or abandonment
of Premises shall not be subject to any notice or right to cure.
20.3 Insolvency. Tenant becomes insolvent, voluntarily or involuntarily
bankrupt, or a receiver, assignee or other liquidating officer is appointed for Tenant's
business, provided that in the event of any involuntary bankruptcy or other insolvency
proceeding, the existence of such proceeding shall constitute an Event of Default only if
such proceeding is not dismissed or vacated within sixty (60) days after its institution or
commencement.
20.4 Lew or Execution. Tenant's interest in this Lease or the Premises, or any
part thereof, is taken by execution or other process of law directed against Tenant, or is
taken upon or subjected to any attachment by any creditor of Tenant, if such attachment
is not discharged with fifteen (15) days after being levied.
20.5 Failure to Comply with Rules and Regulations. Tenant fails to comply with
the Rules and Regulations, if the failure continues for a period of twenty -four (24) hours
after notice if such failure is given by Landlord to Tenant. If the failure to comply cannot
reasonably be cured within twenty -four (24) hours, then Tenant shall not be in default
under this Lease if Tenant commences to cure the failure to comply with twenty -four (24)
hours and thereafter diligently and in good faith prosecutes such cure to completion.
20.6 Other Non Monetary Defaults. Tenant breaches any agreement, term or
covenant of this Lease other than one requiring the payment of money and not otherwise
enumerated in this Section, and the breach continues for a period of fifteen (15) days after
notice by Landlord to Tenant of the breach. The fifteen (15) day grace period shall not
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apply to Tenant's breach of its obligations to maintain insurance coverage under
Section 11.
20.7 Failure to Take Possession. Tenant fails to take possession of the Premises
on the Commencement Date.
21. REMEDIES
Landlord shall have the following remedies upon an Event of Default. Landlord's rights
and remedies under this Lease shall be cumulative, and none shall exclude any other right
or remedy allowed by Law.
21.1 Termination of Lease. Landlord may terminate Tenant's interest under the
Lease, but no act by Landlord other than written notice from Landlord to Tenant of
termination shall terminate this Lease. The Lease shall terminate on the date specified in
the notice of termination. Upon termination of this Lease, tenant shall remain liable to
Landlord for damages in an amount equal to the Total Rent and other sums that would
have been owing by Tenant under this Lease for the balance of the Lease Term, less the
net proceeds, if any, of any reletting of the Premises by Landlord subsequent to the
termination, after deducting all Landlord's Reletting Expenses (as defined below),
Landlord shall be entitled to either collect damages from Tenant monthly on the days on
which Total Rent or other amounts would have been payable under the Lease, or
alternatively, Landlord may accelerate Tenant's obligations under the Lease and recover
from Tenant:
21.1.1 the worth at the time of award of the amount of unpaid Total Rent
that had been earned at the time of termination (including interest at the default rate of
eighteen percent (18 per annum
21.1.2 the worth at the time of award of the amount by which the unpaid
Total Rent that would have been earned after termination until the time of award exceeds
the amount of rent loss that Tenant proves could reasonably have been avoided (including
interest at the default rate of eighteen percent (18 per annum);
21.1.3 the worth at the time of award of the amount by which the unpaid
Total Rent for the balance of the Term of the Lease after the time of award exceeds the
amount of Total Rent loss that Tenant proves could reasonably be avoided (discounting
such amount by the discount rate of the Federal Reserve Bank of San Francisco at the
time of the award, plus one percent (1%)); and
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21.1.4 any other amount necessary to compensate Landlord for all the
detriment proximately caused by Tenant's failure to perform its obligations under the
Lease, or that in the ordinary course would be likely to result from the Event of Default,
including without limitation attorney's fees and costs and Reletting Expenses described
in Section 22.2.
21.2 Re -Entry and Reletting. Landlord may continue this Lease in full force and
effect, regardless of whether Tenant shall have abandoned the Premises, and without
demand or notice, re -enter and take possession of the Premises or any part thereof, expel
the Tenant from the Premises and anyone claiming through or under the Tenant, and
remove the personal property of either. Landlord may relet the Premises, or any part of
them, in Landlord's or Tenant's name for the account of Tenant, for such period of time
and at such other terms and conditions as Landlord, in its sole discretion, may determine.
Landlord may collect and receive the rents for the Premises. Re -entry or taking
possession of the Premises by Landlord under this Section shall not be construed as an
election on Landlord's part to terminate this Lease, unless a written notice of termination
is given to Tenant. Landlord reserves the right following any re -entry or reletting, or
both, under this Section to exercise its right to terminate the Lease. During the Event of
Default, Tenant will pay Landlord the Total Rent and other sums that would be payable
under this Lease if repossession had not occurred, less the net proceeds, if any, after
reletting the Premises, after deducting Landlord's Reletting Expenses. "Reletting
Expenses" is defined to included all expenses incurred by Landlord in connection with
reletting the Premises, including without limitation, all repossession costs, brokerage
commissions, attorneys' fees and costs, remodeling and repair costs, costs for removing
and storing Tenant's property and equipment, and rent concessions granted by Landlord
to any new Tenant, prorated over the life of the new Lease.
21.3 Cure Default. Landlord may cure the default and charge the costs to
Tenant, in which case Tenant shall pay such costs as additional Total Rent promptly upon
demand, together with interest thereon at the rate of eighteen percent (18 per annum.
21.4 Acceleration. Landlord shall also have the right to declare the entire
balance of the Total Rent for the remainder of the Term of this Lease to be due and
payable immediately, and collect such balance in any manner not inconsistent with
applicable law. Accelerated payments payable under this Lease shall not constitute a
penalty or forfeiture or liquidated damages, but shall merely constitute payment of Total
Rent in advance.
21.5 Waiver of Redemption Rights. Tenant, for itself, and on behalf of any and
all persons claiming through or under Tenant, including creditors of all kinds, hereby
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waives and surrenders all rights and privileges that they may have under any present or
future law, to redeem the Premises or to have a continuance of this Lease for the Lease
Term, as it may have been extended.
21.6 Non payment of Additional Total Rent. All costs that Tenant agrees to pay
to Landlord pursuant to this Lease shall in the event if non payment be treated as if they
were payments of rent, and Landlord shall have all the rights herein provided for in case
of non payment of Total Rent.
22. NON WAIVER OF BREACH
The failure of the Landlord to insist upon strict performance of any portion of this Lease
shall not waive any right or remedy of Landlord. Any approval given by Landlord under
this Lease shall not waive Landlord's right of disapproval in any other instance.
23. REMOVAL OF PROPERTY
In the event of any entry, or taking possession of the Premises, Landlord shall have the
right (but not the obligation) to remove from the Premises all personal property and
fixtures located therein. Landlord may store the same in any place selected by Landlord,
including but not limited to a public warehouse, at the expense and risk of the owners of
such property. Landlord has the right to sell such stored property, without notice to
Tenant, after it has been stored for a period of thirty (30) days or more. The proceeds of
such sale shall be applied first to the cost of such sale; second to the payment of the
charges for storage, if any; third to the payment of any sums of money which may then be
due from Tenant to Landlord; and the balance, if any, shall be paid to Landlord as
liquidated damages. Nothing in this Section shall limit Landlord's right to sell Tenant's
personal property as permitted by law to foreclose Landlord's lien for unpaid rent.
24. HEIRS AND SUCCESSORS
Subject to the provisions pertaining to assignment and subletting, this Lease shall be
binding upon the heirs, legal representatives, successors and assigns of the parties hereto.
25. HOLD -OVER
If the Tenant shall hold over after the expiration of the term of this Lease, such tenancy
shall be for an indefinite period of time on a month -to -month tenancy, which tenancy is
terminable as provided by the laws of the State of Washington. During such tenancy
Tenant agrees to pay to Landlord 150% of the rate of the Total Rent last payable under
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this Lease, unless a different rate is agreed upon by Landlord, plus all other additional
rent and payments payable under this Lease. However, in no event will the rent be less
than the Total Rent set forth in this Lease and payable at the time of the hold -over. In
addition, Tenant shall be bound by all of the terms, covenants, and conditions set forth
herein.
26. AUTHORITY TO SIGN PERSONAL GUARANTY, JOINT AND S
SEVERAL LIABILITY
If Tenant is a corporation, the person(s) signing this Lease on behalf of the corporation
hereby warrant(s) to Landlord he /she /they has /have full authority from such corporation
to sign this Lease, and to obligate the corporation.
this Lease. If more than one person or entity signs the Lease, each shall be jointly and
severally liable hereunder.
27. NOTICES
27.1 General Notice Reauirement. Any notice, approval, consent or request
required or permitted under this Lease shall not be effective unless in writing. Such
notices shall be addressed to the person(s) entitled to notice, and shall be personally
delivered to or mailed to the address stated below by certified or registered mail, return
receipt requested and postage pre -paid. Such notices shall be deemed given on the day
personally delivered or the day following mailing. Notices to the Landlord shall be
delivered to 2737 78th Avenue S.E., Mercer Island, Washington 98040. Notices to
Tenant shall be delivered to the Tukwila City Clerk, 6200 Southcenter Boulevard.
Tukwila. WA 98188 with a copy to Seattle Southside Visitor Services, 3100 South
176 Street, Seatac, Washington 98188. If no address is specified then notice to the
Tenant shall be given at the Premises by leaving a copy of the notice at the Premises. Any
party may change the address provided above by notice given in accordance with this
paragraph.
27.2 Notice of Landlord Non Compliance. If Tenant believes Landlord has
failed to perform any term or provision under this Lease required to be performed by
Landlord, Landlord shall not be deemed to be in default hereunder nor subject to any
claims for damages of any kind, unless such failure shall have continued for a period of
thirty (30) days after written notice thereof by Tenant; provided, if the nature of
Landlord's failure is such that more than thirty (30) days are reasonably required in order
to cure, Landlord shall not be in default if landlord commences to cure such failure within
such thirty (30) day period, and thereafter reasonably seeks to cure such failure to
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completion. The aforementioned periods of time permitted for Landlord to cure shall be
extended for any period of time during which Landlord is delayed in, or prevented from,
curing due to fire or other casualty, strikes, lockouts or other labor troubles, shortages of
equipment or materials, governmental requirements, power shortages or outages, acts or
omissions by Tenant or other Persons, and other causes beyond Landlord's reasonable
control. If Landlord shall fail to cure within the times permitted for cure herein, Landlord
shall be subject to such remedies as may be available to tenant (subject to the other
provisions of this Lease); provided, in recognition that Landlord must receive timely
payments of Total Rent and operate the Property, Tenant shall have no right of self -help
to perform repairs or any other obligation of Landlord, and shall have no right to
withhold, set -off, or abate rent.
28. SUBORDINATION AND ATTORNMENT
This Lease shall automatically be subordinate to any mortgage or deed of trust or other
financing instrument created or granted by Landlord that is now existing or hereafter
placed upon the Premises including any advances, interest, modifications, renewals,
replacements or extensions "Landlord's Mortgage provided that if the holder of such
Landlord's Mortgage elects to have this Lease be superior to such Landlord's Mortgage,
Tenant agrees that the Lease shall be superior. Tenant shall attorn to the holder of any
Landlord's Mortgage or any person(s) acquiring the Premises at any sale or other
proceeding under any Landlord's Mortgage provided such person(s) assume the
obligations of Landlord under this Lease. Tenant shall promptly, and in no event later
than fifteen (15) days after request, execute, acknowledge and deliver documents that the
holder of any Landlord's Mortgage may reasonably require as further evidence of this
subordination and attornment.
29. ESTOPPEL CERTIFICATES
29.1 Tenant Obligation to Provide Estoppel. Upon Landlord's written request,
Tenant shall execute, acknowledge and deliver to Landlord a written statement certifying
the following:
29.1.1 that none of the terms or provisions of this Lease have been changed
(or if they have been changed, stating how they have been changed);
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29.1.2 that this Lease has not been canceled or terminated;
29.1.3 the last date of payment of the rent and other charges and the time
period covered by such payment;
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29.1.4 that Landlord is not in default under the Lease (or, if Landlord is
claimed to be in default, stating why); and
29.1.5 such other representations or information with respect to Tenant or
the Lease as Landlord may reasonably request or which any prospective purchaser or
encumbrancer of the Property may require.
29.2 Time and Deliveries. Tenant shall deliver such statement to Landlord
within ten (10) days after Landlord's request. Landlord may give any such statement by
Tenant to any prospective purchaser or encumbrancer of the Property. Such purchaser or
encumbrancer may rely conclusively upon such statement as true and correct.
29.3 Tenant's Failure to Provide Estoppel. If Tenant does not deliver such
statement to Landlord within such ten (10) day period, then Landlord, and any
prospective purchaser or encumbrancer, may conclusively presume and rely upon the
following as facts:
29.3.1 that the terms and provisions of this Lease have not been changed
except as otherwise represented by Landlord;
29.3.2 that this Lease has not been canceled or terminated except as
otherwise represented by landlord;
29.3.3 that not more than one month's rent or other charges have been paid
in advance; and
29.3.4 that Landlord is not in default under the Lease.
29.4 Failure to Respond. If Tenant does not deliver such statement to Landlord
within such ten (10) day period, Tenant shall be estopped from denying the truth of the
above.
30. PERSONAL PROPERTY TAXES
Tenant shall pay, or cause to be paid, before delinquency any and all taxes levied or
assessed and which become payable during the term hereof upon all Tenant's leasehold
improvements, equipment, furniture, fixtures, and any other personal property located in
the Premises. In the event any or all of the Tenant's leasehold improvements, equipment,
furniture, fixtures, and other personal property shall be assessed and taxed with the real
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property, Tenant shall pay to Landlord its share of such taxes within ten (10) days after
delivery to Tenant by Landlord of a statement in writing setting forth the amount of such
taxes applicable to Tenant's property.
31. RULES AND REGULATIONS
Tenant shall faithfully observe and comply with the rules and regulations that Landlord
shall from time to time promulgate and /or modify. The rules and regulations shall be
binding upon the Tenant upon delivery of a copy of them to Tenant. Landlord shall not
be responsible to Tenant for the nonperformance of any rules and regulations by any
other tenant or occupants.
32.
at Landlord's option, cause this Lease. to be renewed for another
he Tenant written notice at any time
prior to the expiration of the Lease or of any renewal of the Lease that the Landlord has
elected to renew this Lease. Upon such renewal all the terms of this Lease shall continue
in effect and the rental provisions and the annual rental increases shall continue in effect
32. FINAL AGREEMENT PROCEDURE TO AMEND
This is the final and a fully integrated agreement of the parties and all prior statements,
promises, representations and /or discussions between or among the parties, whether or
not in writing, are void if not set forth in this final agreement. All Parties represent and
warrant to all other parties that he /she /it does not and will not rely upon any oral or
written prior statements, promises, representations and /or discussions not set forth herein
and will never seek to prove or assert that there is any agreement or understanding that
varies, adds to, or supplements this document. No modification or alteration of this
agreement nor any waiver, excuse, release, forbearance or forgiveness of any duty,
obligation or of liability of Tenant hereunder shall be valid or binding on the Landlord
unless the same is in writing and signed by the president of the Landlord. No employee
or agent of Landlord has or will have the authority to modify or alter this agreement nor
to waive, excuse, release, forbear or forgive any duty of Tenant.
33. LITIGATION
33.1 Jurisdiction and Venue. Any lawsuit arising from or in any way related to
this Lease or alleged breach thereof, any personal injury or any other transaction or any
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claimed act, error or omission of any party, shall be brought exclusively in the King
County Superior Court, Seattle Division, and the parties hereby stipulate and agree that
jurisdiction and venue shall be proper there.
33.2 Unlawful Detainer Action. The Landlord, at its option, may bring an action
for unlawful detainer, forcible entry and detainer or ejectment in order to regain
possession of the Premises, and no claim of off -set or claim that the Landlord is in any
manner obligated to Tenant for breach of this Lease or from any other transaction shall be
asserted as a defense to the Landlord's action.
33.3 Service of Process. Tenant agrees that service of legal process upon Tenant
will be valid if given in any manner authorized by statute, or by depositing a copy of
summons and other papers in the US mail, to be delivered by the first class mail, and
addressed to the Tenant at any address provided in Paragraph 28. In such event, service
of process will be deemed complete three (3) days after mailing.
33.4 Rent Control Waiver. Tenant waives the benefits of all existing and future
Rent Control Laws and similar governmental rules and regulations, whether in time of
war or not, to the extent permitted by law.
34. COSTS. ATTORNEYS FEES AND INTEREST
If Landlord prevails in any lawsuit against Tenant, then Landlord shall be awarded its
attorneys' fees and all costs and expenses expended or incurred, including the fees and
costs of expert witnesses in connection with such litigation and in any appellate or
collection proceedings, or in any mediation, arbitration, or bankruptcy proceeding. All
sums due from Tenant to Landlord shall bear interest at the highest rate permitted by law
and if there is no such established maximum rate then at 1 8% per annum. Interest shall
begin to run from the date such sums are owed.
35. TENANT'S FINANCIAL CONDITION
Within ten (10) days after, °written request from Landlord, Tenant shall deliver to
Landlord such financial statements and Federal Tax returns as Landlord reasonably
requires to verify the earnings and net' worth of tenant or any assignee, subtenant, or
guarantor of Tenantafor the most recent three (3 ye ars. In addition, tenant shall deliver to
any lender designated by Landlord any f n an cial statements and Federal Tax returns
required by such lender t facil the financ or refinancing of the Property. Tenant
represents and warrants to' Landlord that such financial statements and Federal Tax
returns are true and accurate as of the date of such statements and returns. All financial
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statements and Federal Tax returns (corporate and personal) shall be confidential and
shall be used only for the purposes set forth in this Lease [Msofce2]
36. HAZARDOUS MATERIAL
36.1 Landlord's Representation and Warranty. Landlord represents and warrants
to Tenant that to the best of Landlord's knowledge, there is no "Hazardous Material" (as
defined below) on, in, or under the Premises as of the commencement date except as
otherwise disclosed to Tenant in writing before the execution of this Lease. If there is
any hazardous material on, in, or under the Premises as of the commencement date which
has been or thereafter becomes unlawfully released through no fault of Tenant, the
Landlord shall indemnify, defend and hold Tenant harmless from any and all claims,
judgments, damages, penalties, fines, costs, liabilities or losses including without
limitation sums paid in settlement of claims, attorney's fees, consultant fees and expert
fees, incurred or suffered by Tenant either during or after the Lease term as the result of
such contamination.
36.2 Tenant's Hazardous Substances. Tenant shall not cause or permit any
Hazardous Material to be brought upon, kept or used in or about, or disposed of on the
Premises by Tenant, its agents, employees, contractors, or invitees, except in strict
compliance with all applicable federal, state and local laws, regulations, codes and
ordinances. If Tenant breaches the obligations stated in the preceding sentence, then
Tenant shall indemnify, defend and hold Landlord harmless from any and all claims,
judgments, damages, penalties, fines, costs, liabilities or losses including, without
limitation, diminution in the value of the Premises, damages for the loss or restriction on
use of rentable or useable space or of any amenity of the Premises, or elsewhere,
damages arising from any adverse impact on marketing of space at the Premises, and
sums paid in settlement of claims, attorney's fees, consultant fees and expert fees
incurred or suffered by Landlord either during or after the Lease term. These
indemnifications by Landlord and Tenant include, without limitation, costs incurred in
connection with any investigation of site conditions or any clean -up, remedial, removal,
or restoration work, whether or not required by any federal, state, or local governmental
agency or political subdivision, because of Hazardous Material present in the Premises,
or in soil or ground water on or under the Premises. Tenant shall immediately notify
Landlord of any inquiry, investigation or notice that Tenant may receive from any third
party regarding the actual or suspected presence of Hazardous Material on the Premises.
36.3 Duration of Indemnity. Landlord's and Tenant's indemnification
obligations under this section shall survive the expiration or earlier termination of this
Lease.
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36.4 Response Activities. Without limiting the foregoing, if the presence of any
Hazardous Material brought upon, kept upon or used in or about the Premises by Tenant,
its agents, employees, contractors or invitees, results in any unlawful release of
Hazardous Material on the Premises or any other property, Tenant shall promptly take all
actions, at its sole expense, as are necessary to return the Premises or any other property,
to the condition existing prior to the release of any Hazardous Material; provided that
Landlord's approval of such actions shall first be obtained, which approval may be
withheld at Landlord's sole discretion.
36.5 Definition of Hazardous Material. As used herein, the term "Hazardous
Material" means any hazardous, dangerous, toxic or harmful substance, material or waste
including biomedical waste which is or becomes regulated by any local governmental
authority, the State of Washington, or the United States Government due to its potential
harm to the health, safety, or welfare of humans or the environment.
37. PARKING
37.1 Tenant's Parking Spaces. Tenant and Tenant's employee(s) are allowed the
use of six (6) parking stalls in common with other tenants. Four (4) additional parking
stalls will be dedicated as visitor parking for Tenant. Tenant and Tenant's employee(s)
may use additional parking as available after 6pm on weekdays and on weekends.
Landlord, at Landlord's discretion, may police the parking and may make adjustments to
hours and availability as necessary.
37.2 Assignment of Parkin Snaces. Tenant acknowledges and agrees that the
parking facilities in the Building or other designated area may be assigned from time to
time on such terms as may be determined by Landlord. If Landlord elects to rent parking
stalls, then Tenant shall be entitled to rent parking stalls in the Building or other
designated parking area on an unreserved basis upon such terms and at the prevailing
monthly rate as established by Landlord from time to time, as separately agreed to by
Landlord and Tenant. Tenant shall comply with the reasonable Rules and Regulations
that Landlord or its garage operator may adopt from time to time for the safe and orderly
operation of the parking areas.
40. BUILDING STANDARDS.
All construction, tenant build -outs, remodels, etc. are to be done by contractors selected
and chosen by Landlord in order to maintain building standards and uniformity. Plans
are to be submitted to Landlord for approval prior to any work commencing. Space
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planning may be done by the designer of Tenant's choice and costs associated with said
design work are the responsibility of Tenant. A description of Landlord's current
building standards are attached as Exhibit E.D
41. MISCELLANEOUS
41.1 Joint and Several Liability. If Tenant is comprised of more than one party,
each such party shall be jointly and severally liable for Tenant's obligations under this
Lease.
41.2 Force Maieure. Landlord shall not be in default hereunder and Tenant shall
not be excused from performing any of its obligations hereunder if Landlord is prevented
from performing any of its obligations hereunder due to any accident, breakage, strike,
shortage of materials, acts of God or other causes beyond Landlord's reasonable control.
41.3 Captions. The headings and titles in this Lease are for convenience only
and shall have no effect upon the construction or interpretation of this Lease.
41.4 Application of Payments. Landlord shall have the right to apply payments
received from Tenant pursuant to this Lease (regardless of Tenant's designation of such
payments) to satisfy any obligations of Tenant hereunder, in such order and amounts, as
Landlord in its sole discretion, may elect.
41.5 Definition of Landlord. All indemnities, covenants and agreements of
Tenant contained herein which inure to the benefit of Landlord shall be construed to also
insure to the benefit of (i) Landlord's members and their agents and employees; and (ii) if
title to the Building is at any time held in a land trust, all beneficiaries of such land trust
and their members, agents and employees.
41.6 Only Landlord /Tenant Relationship. Nothing contained herein shall be
deemed or construed by the parties hereto nor by any third party, as creating the
relationship of principal and agent or of partnership or of joint venture between the
parties hereto or any other relationship, other than the relationship of Landlord and
Tenant.
41.7 Counterparts. This Lease may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one
and the same instrument.
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41.8 Limitation on Landlord's Liability. It is expressly understood and agreed
by and between the parties hereto, anything herein to the contrary notwithstanding, that
each and all of the representations, covenants, undertakings and agreements herein made
on the part of Landlord, while in form purporting to be representations, covenants,
undertakings and agreements of Landlord are, nevertheless, each and every one of them,
made and intended not as personal representations, covenants, undertakings and
agreements by Landlord for the purpose or with the intention of binding Landlord
personally, but are made and intended for the purpose of binding only Landlord's interest
in the Building to the terms of this Lease and for no other purpose whatsoever, and in the
event of a default by Landlord, Tenant shall look solely to the interest of Landlord in the
Building. No duty shall rest upon Landlord to sequester the Building or the rents, issues
and profits arising therefrom, or the proceeds arising from any sale or other disposition
thereof. No personal liability or personal relationship is assumed by nor shall at any time
be asserted or enforceable against Landlord on account of this Lease or on account of any
representation, covenant, undertaking or agreement of Landlord in this Lease contained,
either expressed or implied, all such personal liability, if any, being expressly waived and
released by Tenant herein and to all persons claiming by, through, or under Tenant. The
foregoing limitation on Landlord's liability shall inure to and for the benefit of Landlord
and its successors and assigns, Landlord's members and their successors and assigns and,
if title to the Building is at any time held in trust, all beneficiaries and their partners,
agents and employees.
41.9 Transfer of Landlord's Interest. This Lease shall be assignable by Landlord
without the consent of Tenant. In the event of any transfer or transfers of L1andlord's
interest in the Premises, other than a transfer for security purposes only, upon the
assumption of this Lease by the transferee, Landlord shall be automatically relieved of
obligations and liabilities accruing from and after the date of such transfer, except for any
retained Security Deposit or prepaid rent, and Tenant shall attorn to the transferee.
41.10 Shared Break room. A common break room/lunchroom will be shared with
other tenants at no charge.
42. USA PATRIOT ACT AND ANTI TERRORISM LAWS
Tenant represents and warrants to, and covenants with, Landlord that neither Tenant nor
any of its respective constituent owners or affiliates currently are, or shall be at any time
during the Term hereof, in violation of any laws relating to terrorism or money
laundering (collectively, the "Anti- Terrorism Laws including without limitation
Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and
relating to Blocking Property and Prohibiting Transactions with Persons who Commit,
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Threaten to Commit, or Support terrorism (the "Executive Order and /or the Uniting and
Strengthening America by Providing appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001 (Public Law 107 -56) (the "USA Patriot Act
Tenant covenants with Landlord that neither Tenant nor any of its respective constituent
owners or affiliates is or shall be during the Term hereof a "Prohibited Person" which is
defined as follows (i) a person or entity that is listed in the Annex to, or is otherwise
subject to, the provisions of the Executive Order; (ii) a person or entity owned or
controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex
to, or is otherwise subject to the provisions of, the Executive Order; (iii) a person or
entity with whom Landlord is prohibited from dealing with or otherwise engaging in any
transaction by any Anti- Terrorism Law, including without limitation the Executive Order
and the USA Patriot Act; (iv) a person or entity who commits, threatens or conspires to
commit or support "terrorism" as defined in Section 3(d) of the Executive Order; (v) a
person or entity that is named as a "specially designated national or blocked person" on
the then -most current list published by the U.S. Treasury Department Office of Foreign
Assets Control at its official website,
httn://www.treas.gov/offices/eotffc/ofac/sdn/tllsdn.ndf, or at any replacement website or
other replacement official publication of such list; and (vi) a person or entity who is
affiliated with a person or entity listed in items (i) through (v) above.
At any time and from time -to -time during the Term, Tenant shall deliver to Landlord,
within ten (10) days after receipt of a written request therefore, a written certification or
such other evidence reasonably acceptable to Landlord evidencing and confirming
Tenant's compliance with this Section 42.
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LEASE AGREED TO THIS DAY OF
LANDLORD TENANT
Cassan Enterprises, Inc.
By: James Cassan
Its:
By:
Its:
more than one person or entity signs the Lease, each shall be jointly and severally liable
hereunder.
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Print Nam:
P int Name:
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STATE OF WASHINGTON
COUNTY OF
LANDLORD'S ACKNOWLEDGMENT
ss:
I certify that I know or have satisfactory evidence that
is the person who appeared before me, and said person acknowledged that
he /she signed the instrument, on oath stated that he /she was authorized to execute this
instrument and acknowledged it as the of
to be the free and voluntary act of such party
for the uses and purposes mentioned in the instrument.
DATED: 2009.
(Use this space for notarial stamp /seal)
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Print Name:
NOTARY PUBLIC in and for the State of
Washington, residing at
My Appointment expires:
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STATE OF WASHINGTON
COUNTY OF
I certify that I know or have satisfactory evidence that
is the person who appeared before me, and said person acknowledged that
he /she signed the instrument, on oath stated that he /she was authorized to execute this
instrument and acknowledged it as the of
to be the free and voluntary act of such party
for the uses and purposes mentioned in the instrument.
DATED: 2009.
(Use this space for notarial stamp /seal)
Cassan Enterprises Lease 09/14/2009.doc
CORPORATE TENANT'S ACKNOWLEDGMENT
ss:
Print Name:
NOTARY PUBLIC in and for the State of
Washington, residing at
My Appointment expires:
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STATE OF WASHINGTON
COUNTY OF
instrument and acknowledged-it-as-the
DATED:
Cassan Enterprises Lease 09/14/2009.doc
INDIVIDUAT TEN A NT'E A GKNOWr EDCMENT
Print Name:
NOTARY PUBLIC in and for the State of
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Tenant's Initials:
THE NORTH 250 FEET OF THE SOUTH 292 FEET OF THE EAST 265 FEET OF
THE WEST 515 FEET OF THE EAST HALF OF THE SOUTHEAST QUARTER OF
THE SOUTHEAST QUARTER OF SECTION 28, TOWNSHIP 23 NORTH, RANGE 4
EAST, WILLIAMATE MERIDIAN, IN KING COUNTY, STATE OF WASHINGTON.
SUBJECT TO: EASEMENT FOR DRAINAGE DITCH OVER AND ACROSS
SOUTHEAST ONE QUARTER OF THE SOUTHEAST ONE QUARTER PER
INSTRUMENT RECORDED 10/28/1898 UNDER AUDITOR'S FILE NO. 170399
AND AN EASEMENT TO KING COUNTY FOR SLOPES, CUTS AND FILLS
RECORDED UNDER AUDITOR'S FILE NO. 5746663.
Cassan Enterprises Lease 09/14/2009.doc
EXHIBIT A
Legal Description
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EXHIBIT B (Site PPlan)
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Cassan Enterprises Lease 09/14/2009.doc
311- BUILD: NZ
71.-E =MRS mirza
IS16 S.
Litt
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VITA
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EXHIBIT C (OFFICE)
Landlord: Cassan Enterprises, Inc.
Tenant: Seattle Southside Visitor Center
Location: 3100 South 176 Street, Seatac, Washington 98188
Landlord's and Tenant's Improvements to the demised premises shall be but NOT limited
to the items below:
ITEM
A.
B.
C.
D.
E.
F.
G.
H.
I.
J.
K.
L.
M.
Cassan Enterprises Lease 09/14/2009.doc
5 Private offices with relites in each office.
1 Workroom with u- shared counters and no cabinetry.
1 Storage Area
1 Wall across the back of the reception area with a locking
door and a one -wav window.
1 Lower counter under the inside of the front reception desk,
desk height.
1 Work area/cabinet along the back wall of the reception area
for a mailing area with lower or upper cabinets.
Dishwasher and small refrigerator in common lunchroom..
Phone room to be at existing location.
Phone and internet line distribution and connection.
Indoor wheelchair stair -lift to the second floor.
Outdoor wheelchair ramp to the main entrance of the building.
Designate and stripe the first parking. stall on the southwest
corner of the building. adiacent to the sidewalk, as no parking.
Designate and strip first 4 parking. stall on the southeast corner
of the building as visitor information center guest parking.
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N. Paint and replace carpet in second floor suite. Landlord
The purpose of these instructions is to outline the criteria, which have been established, to
control design, fabrication, and installation of Tenant signs in the Shopping Center.
These basic guidelines must be followed by sign companies, for two reasons: (1) to
protect you, the Tenant, from purchasing a sign which does not meet good standards of
material workmanship, and appearance: and (2) to assure the Tenant, the Landlord, the
Owner and Developers of an attractive Shopping Center community, unmarred by poorly
designed, badly proportioned signs. Good sign design and balance is necessary to
maintain an attractive and successful Shopping Center. Conformance will be strictly
enforced, and any nonconforming or unapproved signs installed must be brought into
conformance at the expense of the Tenant
A. GENERAL REQUIREMENTS
1. Each Tenant shall submit or cause to be submitted to the Landlord for
approval, before fabrication, at least three (3) copies of detail drawings
including all lettering and /or graphics.
2. All permits for signage and installation shall be obtained by the Tenant or
his representative at Tenant's or sign company's expense.
3. Tenant shall be responsible for the fulfillment of all requirements and
specifications, including those of the city of SeaTac.
4. Tenant shall be responsible to keep the sign maintained at Tenant's expense
and lit during business hours.
Cassan Enterprises Lease 09/14/2009.doc
EXHIBIT D (SIGN CRITERIA)
SCOTT PLAZA
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5. Signs fabricated without approval or contrary to corrections requested by
the Landlord will be altered to conform to requirements at Tenant's
expense.
B. STIPULATIONS
1. No animated, flashing or audible signs will be permitted.
2. No exposed lamps or tubing will be permitted.
3. All signs and their installation shall comply with all local building and
electrical codes.
4. All conductors, transformers, and other equipment shall be concealed in
raceway or behind fascia.
5. Electrical service to all signs shall be on Tenant's meter.
6. Painted lettering will not be permitted.
C. DESIGN REQUIREMENTS
1. All Tenant storefront entrance and store identification sign shall be
subject to the written approval of the Landlord. Imaginative designs which
depart from traditional methods and placement shall be encouraged.
2. Wording of sign shall not include the product sold, except as part of the
Tenant trade name or insignia.
3. Tenants are encouraged to have signs designed as an integral part of the
storefront design, with letter size and location appropriately scaled and
proportioned to the overall storefront design. The design of all signs,
including style and placement of lettering size, color, materials, and method
of illumination shall be subject to the approval of the Landlord.
4. Letters shall be vertically centered on the raceway and the length of sign
shall not exceed 80% of the lineal leased frontage, subject to limitation
decreed by the city of SeaTac.
5. Four -foot Fascia Sign Band:
Maximum letter height shall be 30 minimum 12" for one (1) row of
lettering.
6. Six -Foot Fascia Sign Band:
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Maximum letter height shall be 48 minimum 24" for one (1) row of
lettering.
7. Letters are to be plastic- faced. 3/16" thick "Plexiglas" or approved
equivalent. Letter channels to be aluminum or porcelain enamel.
"Channellume" type of letter construction is approved. If lighting is used,
it shall be 15 mm neon, powered by 30 MA transformers, either single tube
or more of neon, depending upon letter stroke width.
8. Signs shall be composed of individual or script lettering. Sign boxes or
wall cabinets with plastic faces will not be permitted.
9. Letters shall be mounted on exterior mounted raceways, thus limiting the
sign band penetrations on the building fascia, and the raceway shall match
exact color of the signband. Raceway dimension to be 8" deep and no
greater than 14" high. Raceway to be vertically and horizontally centered
on sign band area.
10. No signs of any sort shall be permitted on the building roof. Neither will
projections above nor below the fascia signband be permitted. However,
stylized Tenant logo may be integrated with lettering but must not exceed
height of sign band.
11. Wording of sign shall not include the product sold except as a part of the
tenant's trade name or insignia.
12. The maximum number of signs shall be one per Tenant storefront
elevations.
D. CONSTRUCTION REQUIREMENTS
1. All signs, bolts, fastenings, and clips shall be enameling iron with porcelain
finish, stainless steel, aluminum, brass or bronze finish. No "black iron"
materials of any type will be permitted.
2. All letters shall be fabricated using full- welded construction or approved
equivalent.
3. All penetrations of the building structure required for sign installation shall
be neatly sealed in a watertight condition.
4. No labels will be permitted on the exposed surface of signs except those
required by local ordinance, which shall be applied in an inconspicuous
location.
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5. Sign contractor shall repair any damage caused by his work. Installation of
sign letters, raceway wiring and required conduit shall be co- coordinated
through Landlord's architect.
6. Tenant shall be fully responsible for the operations of the Tenant sign
contractor.
E. MISCELLANEOUS REQUIREMENTS
1. Each Tenant will be permitted to place upon each entrance of its demised
premises not more than 144 square inches of gold leaf or decal application
lettering, not to exceed two inches (2 in height, indicating hours of
business, emergency telephone number, etc.
2. Each Tenant who has a non customer door for receiving merchandise may
have the Tenant's name and address, in the exact location stipulated by the
Landlord, using two inch (2 block letters in a color to be selected by
Landlord.
3. Landlord shall install on the storefront, if required by the U.S. Post Office,
the numbers only for the street address, in the exact locations stipulated by
the Landlord. Size, type, and color of numbers shall be stipulated by the
Landlord.
4. Floor signs, such as inserts in terrazzo, etc, shall be permitted within the
Tenant's lease line in their storefronts, if approved by Landlord.
5. Except as provided herein, no advertising placards, banners, pennants,
names, insignia, trademarks, or other descriptive materials shall be affixed
or maintained upon the glass panes and supports of the show windows and
doors, upon the exterior walls of the building or store front.
6. The storefront shall remain illuminated 24/7 365 days per year. This
requires that illuminated signs, as well as storefront windows, shall be tied
into Tenant's time switches.
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