EXHIBIT 10.57
SUNSET CORPORATE CAMPUS
Bellevue, Washington
LEASE AGREEMENT
BETWEEN
SUNSET OFFICE LIMITED PARTNERSHIP
a Washington Limited Partnership
Landlord
and
VULCAN NORTHWEST, INC.
Tenant
TABLE OF CONTENTS
1. LEASE DATA AND EXHIBITS 1
(a) Building 1
(b) Premises 1
(c) Rentable Area of the Premises 1
(d) Basic Plans Delivery Date 1
(e) Commencement Date 1
(f) Expiration Date 1
(g) Rent 1
(h) Security Deposit 1
(i) Parking 1
(j) Notice Addresses 1
(k) Exhibits 1
2. PREMISES 2
3. COMMENCEMENT AND EXPIRATION DATES 2
(a) Commencement Date 2
(b) Tenant Obligations 2
(c) Tenant Termination Rights 2
(d) Expiration Date 2
4. ACCEPTANCE OF PREMISES 3
5. RENT 3
6. SECURITY DEPOSIT 3
7. PARKING 3
8. USES 3
9. SERVICES AND UTILITIES 4
(a) Standard Services 4
(b) Interruption of Services 4
(c) Additional Services 4
10. COSTS OF OPERATIONS AND REAL ESTATE TAXES 4
(a) Additional Rent 4
(b) Definitions 4
(c) Estimated Costs 5
(d) Actual Costs 5
(e) Records and Adjustments 5
(f) Personal Property Taxes 5
11. CARE OF PREMISES 6
(i)
12. ACCESS 6
13. DAMAGE OR DESTRUCTION 6
(a) Damage and Repair 6
(b) Destruction During Last Year of Term 6
(c) Tenant Improvements 6
14. WAIVER OF SUBROGATION 7
15. INDEMNIFICATION 7
16. INSURANCE 7
(a) Tenant's Insurance 7
(b) Property Insurance 7
(c) Insurance Policy Requirements 7
17. ASSIGNMENT AND SUBLETTING 8
(a) Assignment or Sublease 8
(b) Assignee Obligations 8
(c) Sublessee Obligations 8
18. SIGNS 8
19. LIENS AND INSOLVENCY 8
(a) Liens 8
(b) Insolvency 9
(c) Financial Statements 9
20. DEFAULT 9
(a) Cumulative Remedies 9
(b) Tenant's Right to Cure 9
(c) Abandonment 9
(d) Landlord's Reentry 9
(e) Reletting the Premises 10
(f) Nonpayment of Additional Rent 10
21. PRIORITY 10
22. SURRENDER OF POSSESSION 10
23. REMOVAL OF PROPERTY 10
24. NON-WAIVER 10
25. HOLDOVER 11
26. CONDEMNATION 11
(a) Entire Taking 11
(b) Partial Taking 11
(c) Awards and Damages 11
(ii)
27. NOTICES 11
28. COSTS AND ATTORNEYS FEES 11
29. LANDLORD'S LIABILITY 12
30. LANDLORD'S CONSENT 12
31. ESTOPPEL CERTIFICATES 12
32. TRANSFER OF LANDLORD'S INTEREST 12
33. RIGHT TO PERFORM 12
34. QUIET ENJOYMENT 12
35. HAZARDOUS WASTE 12
(a) Tenant Obligations 12
(b) Landlord Obligations 13
36. GENERAL 13
(a) Headings 13
(b) Heirs and Assigns 13
(c) No Brokers 13
(d) Entire Agreement 13
(e) Severability 13
(f) Overdue Payments 13
(g) Force Majeure 13
(h) Right to Change Public Spaces 14
(i) Governing Law 14
(j) Building Directory 14
(k) Building Name 14
(l) Recordations 14
(iii)
LEASE AGREEMENT
Sunset Corporate Campus
THIS LEASE made this 4th day of March, 1992, between SUNSET OFFICE LIMITED
PARTNERSHIP, a Washington limited partnership ("Landlord"), and VULCAN
NORTHWEST, INC. a Washington corporation ("Tenant").
As parties hereto, Landlord and Tenant agree:
1. LEASE DATA AND EXHIBITS: The following terms as used herein shall have the
meanings provided in this Section 1, unless otherwise specifically modified by
provisions of this Lease:
(a) BUILDING: Located on the real property described in Section 2 hereof, with
an address of 00000 Xxxxx Xxxx Xxxxxxxx Xxx, Xxxxxxxx, Xxxxxxxxxx 00000.
(b) PREMISES: Consisting of the area on the fourth floor(s) of the Building, as
outlined on the floor plan(s) attached hereto as Exhibit A, including tenant
improvements, if any, as described in Exhibit B. In the event the party
currently negotiating a lease for space on the fifth floor decides not to lease
such space prior to commencement of improvements for Tenant, Tenant shall have
the option to locate on the fifth floor of the Building upon the same terms and
conditions agreed on the fourth floor.
(c) RENTABLE AREA OF THE PREMISES: Approximately 10,513, net rentable square
feet. The exact number shall be determined upon completion of final space
planning.
(d) BASIC PLANS DELIVERY DATE: N/A.
FINAL PLANS DELIVERY DATE: April 2, 1992.
(e) COMMENCEMENT DATE: June 1, 1992 or such earlier or later date as provided
in Section 3 hereof.
(f) EXPIRATION DATE: May 31, 1997
(g) RENT: The amount specified in Paragraph 1 of Exhibit C hereto in accordance
with Section 5 hereof. Tenant has deposited with Landlord on the date herein $
19,000.00 to be applied to the first Rent payment due hereunder.
(h) SECURITY DEPOSIT: $ - 0 -.
(i) PARKING: Tenant shall have a right to lease parking spaces in or near the
Building as specified in Paragraph 2 of Exhibit C hereto and in accordance with
Section 7 hereof.
(j) NOTICE ADDRESSES:
Landlord: Sunset Office Limited Partnership
00000 X.X. Xxxxxxxx Xxx
Xxxxxxxx, Xxxxxxxxxx 00000
Tenant: Vulcan Northwest, Inc.
00000 X.X. Xxxxxxxx Xxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
(k) EXHIBITS: The following exhibits or riders are made a part of this Lease:
Exhibit A - Floor Plan of Premises
Exhibit B - Tenant Improvements
Exhibit C - Addendum to Lease
2. PREMISES: Landlord does hereby lease to Tenant, and Tenant does hereby
lease from Landlord, upon the terms and conditions herein set forth, the
Premises described in Section 1(b) hereof as shown on Exhibit A hereto, together
with rights of ingress and egress over common areas in the Building located on
the land ("Land") more particularly described as:
THAT PORTION OF THE SOUTHWEST 1/4 OF SECTION 10, TOWNSHIP 24 NORTH, RANGE 5
EAST, X.X., DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF LOT 3, CITY OF BELLEVUE LOT LINE
ADJUSTMENT NO. 88-6830 AS RECORDED IN VOLUME 63 OF SURVEYS, PAGE 145 UNDER
RECORDING NO. 8811039001;
THENCE ALONG THE WEST LINE THEREOF NORTH 01 DEGREE 18'59' EAST 553.32 FEET;
THENCE SOUTH 88 DEGREES 41'28' EAST 736.91 FEET;
THENCE SOUTH 01 DEGREE 18'32" WEST 116.85 FEET TO THE BEGINNING OF A CURVE,
CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 35.00 FEET;
THENCE ALONG THE ARC OF SAID CURVE, PASSING THROUGH A CENTRAL ANGLE OF 90
DEGREES 00'00" A DISTANCE OF 54.98 FEET;
THENCE SOUTH 88 DEGREES 41'28" EAST 214.50 FEET TO THE WEST LINE OF THAT
CERTAIN TRACT OF LAND CONVEYED TO THE STATE OF WASHINGTON BY RECORDING NOS.
0000000000, 7806090314 AND 7806090315;
THENCE ALONG SAID XXXX XXXX XXXXX 00 DEGREE 18'32" WEST 425.60 FEET; THENCE
SOUTH 41 DEGREES 18'40" WEST 32.73 FEET TO THE NORTH MARGIN OF EASTGATE
WAY;
THENCE ALONG SAID MARGIN NORTH 85 DEGREES 46'25" WEST 966.69 FEET TO THE
POINT OF BEGINNING;
SITUATED IN XXX XXXX XX XXXXXXXX, XXXXXX XX XXXX, XXXXX OF WASHINGTON.
"Net rentable square feet" and "rentable area" as used herein shall mean
"Rentable Area" as defined in BOMA American National Standard Z65.1-1980
(reprinted May 1981).
3. COMMENCEMENT AND EXPIRATION DATES:
(a) COMMENCEMENT DATE. Provided that the Premises together with common
facilities for access and service thereto have been completed, the Commencement
Date shall be the date specified in Section 1(e), June 1, 1992, or such earlier
or later date upon which the Premises and common facilities shall be completed
as may be specified in a notice delivered to Tenant at least thirty (30) days
prior to the date specified in such notice; or any earlier date when the Tenant
occupies the Premises for Permitted Uses. In the event the Commencement Date is
established as a later or earlier date than the date provided in Section 1(e)
hereof, Landlord shall confirm the same to Tenant in writing.
(b) TENANT OBLIGATIONS. If completion of the Premises is delayed due to the
failure to Tenant to fulfill any obligation under this Lease or any exhibit
hereto, including without limitation Tenant's failure to comply with the Plan
Delivery Dates in Section 1(d) and Exhibit B, the Lease shall be deemed to have
commenced upon the date when the Premises would have been completed but for such
delay by Tenant.
(c) TENANT TERMINATION RIGHTS. In the event, due to delays from any cause
other than Tenant's failure to comply with the terms of this Lease, the Premises
are not available for occupancy by Tenant within six months following the date
specified in Section 1(e), Tenant may terminate this Lease by written notice;
provided, however, that such six-month period shall be extended for delays due
to causes beyond the reasonable control of Landlord. Termination under this
Section 3(c) shall be Tenant's sole remedy and Tenant shall have no other rights
or claims hereunder at law or in equity.
(d) EXPIRATION DATE. The Lease shall expire on the date specified in
Section 1(f).
4. ACCEPTANCE OF PREMISES: If this Lease is entered into prior to the
completion of tenant improvements in the Premises, the acceptance of the
Premises by Tenant shall be deferred until Landlord informs Tenant of the
completion of such construction. Within five (5) working days ("Inspection
Period") after Landlord informs Tenant of such completion, Tenant shall make
such inspection of the Premises as Tenant deems appropriate. Except as otherwise
specified by Tenant in writing to Landlord within the Inspection Period and
except for latent defects not reasonably observable by Tenant, Tenant shall be
deemed to have accepted the Premises in their then condition. If, as a result of
such inspection, Tenant discovers minor deviations or variations from the plans
and specifications for Tenant's improvements which do not materially affect
Tenant's use of the Premises, Tenant shall, during the Inspection Period, notify
Landlord of such deviations. Landlord shall promptly repair all such items. The
existence of such items shall not postpone the Commencement Date of this Lease
or the obligation of Tenant to pay Rent.
5. RENT: Tenant shall pay without notice the Rent and Additional Rent (as
defined in Section 20(f)) without deduction or offset in lawful money of the
United States in advance on or before the first day of each month at Landlord's
Notice Address set forth in Section 1(j) hereof, or to such other party or at
such other place as Landlord may hereafter from time to time designate in
writing. Rent and Additional Rent for any partial month at the beginning or end
of the Lease term shall be prorated in proportion to the number of days in such
month.
6. [Deleted]
7. PARKING: All parking spaces are leased to Tenant subject to the rules of
Landlord and garage operator, and laws, codes and regulations set forth by
authorities having jurisdiction over the Building and Premises. In accordance
with state and city requirements to minimize the use of single occupant vehicles
and to generally reduce parking requirements, Tenant shall participate in
Landlord's transportation management program. Landlord's program shall include
providing information and referral service to Tenant and Tenant's employees
regarding bus schedules, carpooling, vanpooling, flex-time and job sharing and
may include other transportation management programs as are deemed appropriate
by Landlord from time-to-time. During Normal Business Hours as defined in
Section 9(a) herein, Landlord shall make available in or near the Building
transient parking for Tenant's clients and guests. If Landlord shall charge a
fee for such parking, Landlord shall make available to Tenant a parking
validation system such that Tenant may validate clients' and guests' parking at
Tenant's expense. Tenant assumes full financial responsibility for all parking
leased to Tenant or Tenant's employees.
8. USES: The Premises are to be used only for general office purposes
including computer hardware, software, and engineering research and development
("Permitted Uses"), and for no other business or purpose without the prior
written consent of Landlord, which consent may be withheld if Landlord
determines that any proposed use is inconsistent with or detrimental to the
maintenance and operation of the Building as a first-class office building in
Bellevue, Washington, or is inconsistent with any restriction on use of the
Premises, the Building or the Land contained in any lease, mortgage or other
agreement or instrument by which the Landlord is bound or to which any of such
property is subject. Tenant shall not commit any act that will increase the then
existing cost of insurance on the Building without Landlord's consent. Tenant
shall promptly pay upon demand the amount of any increase in insurance costs
caused by any act or acts of Tenant. Tenant shall not commit or allow to be
committed any waste upon the Premises, or any public or private nuisance or
other act which disturbs the quiet enjoyment of any other tenant in the Building
or which is unlawful or which will cause any substantial noise, vibration, smoke
or fumes. If Tenant should disturb the quiet enjoyment of any other tenant in
the Building, Tenant shall provide adequate insulation or take other action as
may be necessary to eliminate the disturbance. Tenant shall comply with all laws
relating to its use or occupancy of the Premises and shall observe such
reasonable rules and regulations (not inconsistent with the terms of this Lease)
as may be adopted and made available to Tenant by Landlord from time to time for
the safety, care and cleanliness of the Premises or the Building, and for the
preservation of good order therein.
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9. SERVICES AND UTILITIES:
(a) STANDARD SERVICES. Landlord shall maintain the Premises and the public
and common areas of the Building in good order and condition consistent with the
operation and maintenance of a first-class office building in Bellevue,
Washington. Landlord shall furnish the Premises with electricity for normal
office use, including lighting and operation of low power usage office machines,
water and elevator service at all times during the term of the Lease. Landlord
shall also provide lamp replacement service for building standard light
fixtures, toilet room supplies, window washing at reasonable intervals, and
customary building janitorial service. No janitorial service shall be provided
Saturdays, Sundays or legal holidays. The costs of any janitorial or other
service provided by Landlord to Tenant which are in addition to the services
ordinarily provided Building tenants shall be repaid by Tenant as Additional
Rent upon receipt of xxxxxxxx therefor.
From 7:00 a.m. to 6:00 p.m. on weekdays, excluding legal holidays ("Normal
Business Hours"), Landlord shall furnish to the Premises heat and air
conditioning. If requested by Tenant, Landlord shall furnish heat and air
conditioning at times other than Normal Business Hours and the cost of such
services, as established by Landlord, shall be paid by Tenant as Additional Rent
upon receipt of xxxxxxxx therefor. The current cost for after-hours heating and
air conditioning is $10.00 per hour. This rate shall be adjusted by Landlord
from time to time to reflect actual costs incurred in the provision of such
service. During other than Normal Business Hours, Landlord may restrict access
to the Building in accordance with the Building's security system, provided that
Tenant shall have at all times during the term of this Lease (24 hours of all
days) reasonable access to the Premises.
(b) INTERRUPTION OF SERVICES. Landlord shall not be liable for any loss,
injury or damage to person or property caused by or resulting from any
variation, interruption, or failure of such services due to any cause
whatsoever. No temporary interruption or failure of such services incident to
the making of repairs, alterations or improvements, or due to accident, strike
or conditions or events beyond Landlord's reasonable control shall be deemed an
eviction of Tenant or relieve Tenant from any of Tenant's obligations hereunder;
provided, however, if such interruption or failure shall continue for five (5)
business days, Tenant's Rent hereunder shall be thereafter abated to the extent
the Premises are thereby rendered untenantable for Tenant's normal business
operations until such services shall be restored.
(c) ADDITIONAL SERVICES. The Building Standard mechanical system is
designed to accommodate heating loads generated by lights using up to 1.7 xxxxx
per square foot and equipment using up to 2.5 xxxxx per square foot. Before
installing lights and equipment in the Premises which in the aggregate exceed
such amount, Tenant shall obtain the written permission of Landlord. Landlord
may refuse to grant such permission unless Tenant shall agree to pay the costs
of Landlord for installation of supplementary air conditioning or electrical
systems as necessitated by such equipment or lights.
In addition, Tenant shall in advance, as Additional Rent on the first day
of each month during the Lease term, pay Landlord the reasonable amount
estimated by Landlord as the cost of furnishing electricity for the operation of
such equipment or lights and the reasonable amount estimated by Landlord as the
cost of operation and maintenance of supplementary air conditioning units
necessitated by Tenant's use of such equipment or lights. Landlord shall be
entitled to install and operate at Tenant's cost a monitoring/metering system in
the Premises to measure the added demands on electrical, heating, ventilation
and air conditioning systems resulting from such equipment and lights and from
Tenant's after-hours heating, ventilation and air conditioning service
requirements. Tenant shall comply with Landlord's instructions for the use of
drapes and thermostats in the Building.
10. COSTS OF OPERATIONS AND REAL ESTATE TAXES:
(a) ADDITIONAL RENT. Tenant shall pay as Additional Rent its pro rata share
of increases in operating costs and taxes in excess of $5.00 per rentable square
foot ("base amount"):
(b) DEFINITIONS. For the purposes of this section, "taxes" shall mean taxes
and assessments on real and personal property payable during any calendar year
with respect to the Land, the Building and all property of Landlord, real or
personal, used directly in the operation of the Building and located in or on
the Building; and any assessments upon the Land or the Building for off-site
common area costs, together with any taxes levied or assessed in addition to or
in lieu of any such taxes or any tax upon leasing of the Building or the rents
collected (excluding any net income or franchise tax).
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"Operating costs" or "costs" shall mean all expenses of Landlord for
maintaining, operating and repairing the Land and Building and the personal
property used in connection therewith, including without limitation insurance
premiums, utilities, customary management fees and other expenses which in
accordance with generally accepted accounting and management practices would be
considered an expense of maintaining, operating or repairing the Building;
excluding, however: (i) costs of any special services rendered to individual
tenants for which a separate charge is collected; (ii) leasing commissions and
other leasing expenses; and (iii) costs of improvements required to be
capitalized in accordance with generally accepted accounting principles, except
operating costs shall include amortization of capital improvements (A) made
subsequent to initial development of the Building which are designed with a
reasonable probability of improving the operating efficiency of the Building,
provided that such amortization shall not exceed the reasonably expected savings
in operating costs; or (B) which are reasonably responsive to requirements
imposed with respect to the Building under any amendment to any applicable
building, health, safety, fire, nondiscrimination or similar law or regulation
("law"), or any new law, or any new interpretation of a law. In the event the
average occupancy level of the Building for the base year and/or any subsequent
year was or is not one hundred percent (100%) or more of full occupancy, then
the operating costs for such year shall be proportionately adjusted by Landlord
to reflect those costs which would have occurred had the Building been one
hundred percent (100%) occupied during such year.
"Tenant's pro rata share" shall mean a percentage determined by dividing
the rentable area of the Premises by the rentable area of the Building. If the
rentable area of the Premises or the Building shall change, Tenant's pro rata
share shall be adjusted accordingly.
"Year" shall mean the calendar year.
(c) ESTIMATED COSTS. At the beginning of each year, Landlord shall furnish
Tenant a written statement of estimated operating costs and taxes for such year;
a calculation of the amount, if any, by which such estimated costs and taxes
will exceed the base amount; and a calculation of Tenant's pro rata share of any
such amount. Tenant shall pay one-twelfth (1/12) of that amount as Additional
Rent for each month during the year. If at any time during the year Landlord
reasonably believes that the actual costs and taxes will vary from such
estimated costs and taxes by more than five percent (5%), Landlord may by
written notice to Tenant revise the estimate for such year, and Additional Rent
for the balance of such year shall be paid based upon such revised estimates.
(d) ACTUAL COSTS. Within ninety (90) days after the end of each year or as
soon thereafter as practicable, Landlord shall deliver to Tenant a written
statement setting forth Tenant's pro rata share of the actual operating costs
and taxes in excess of the base amount during the preceding year. If the actual
operating costs and taxes in excess of the base amount exceed the estimates for
such amounts paid by Tenant during the year, Tenant shall pay the amount of such
excess to Landlord as Additional Rent within thirty (30) days after receipt of
such statement. If the actual operating costs and taxes in excess of the base
amount are less than the amount paid by Tenant to Landlord, then the amount of
such overpayment by Tenant shall be credited against the next Rent payable by
Tenant hereunder.
(e) RECORDS AND ADJUSTMENTS. Landlord shall keep records showing all
expenditures made in connection with operating costs and taxes, and such records
shall be available for inspection by Tenant. Operating costs and taxes shall be
prorated for any portion of a year at the beginning or end of the term of this
Lease. Notwithstanding this Section 10, the Rent payable by Tenant shall in no
event be less than the Rent specified in Section 1(g) hereof.
(f) PERSONAL PROPERTY TAXES. Tenant shall pay all personal property taxes
with respect to property of Tenant located on the Premises or in the Building.
"Property of Tenant" shall include all improvements which are paid for by Tenant
and "personal property taxes" shall include all property taxes assessed against
the property of Tenant, whether assessed as real or personal property.
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11. CARE OF PREMISES: Landlord shall perform all normal maintenance and repairs
to the Premises which Landlord reasonably determines necessary to maintain the
Premises and the Building as a first-class office building; provided that
Landlord shall not be required to maintain or repair any Property of Tenant or
any appliances (such as water heaters, refrigerators, microwaves and the like)
which are part of the Premises. Tenant shall take good care of the Premises.
Tenant shall not make any alterations, additions or improvements ("Alterations")
in or to the Premises, or make changes to locks on doors, or add, disturb or in
any way change any plumbing or wiring ("Changes") without first obtaining the
written consent of Landlord and, where appropriate, in accordance with plans and
specifications approved by Landlord. Any Alterations or Changes required to be
made to the Premises by any amendment to any applicable building, health,
safety, fire, nondiscrimination, or similar law or regulation ("law"), or any
new law shall be made at Tenant's sole expense and shall be subject to the prior
written consent of Landlord. Tenant shall reimburse Landlord for any reasonable
sums expended for examination and approval of architectural or mechanical plans
and specifications of the Alterations and Changes and direct costs reasonably
incurred during any inspection or supervision of the Alterations or Changes. All
damages or injury done to the Premises or Building by Tenant or by any persons
who may be in or upon the Premises or Building with the express or implied
consent of Tenant, including but not limited to the cracking or breaking of any
glass of windows and doors, shall be paid for by Tenant.
12. ACCESS: Tenant shall permit Landlord and its agents to enter into and upon
the Premises at all reasonable times for the purpose of inspecting the same or
for the purpose of cleaning, repairing, altering or improving the Premises or
the Building. Upon reasonable notice, Landlord shall have the right to enter the
Premises for the purpose of showing the Premises to prospective tenants within
the period one hundred eighty (180) days prior to the expiration or sooner
termination of the Lease term. Landlord may enter the Premises without notice in
the event of an emergency.
13. DAMAGE OR DESTRUCTION:
(a) DAMAGE AND REPAIR. If the Building is damaged by fire or any other
cause to such extent that the cost of restoration, as reasonably estimated by
Landlord, will equal or exceed thirty percent (30%) of the replacement value of
the Building (exclusive of foundations) just prior to the occurrence of the
damage, or if insurance proceeds sufficient for restoration are for any reason
unavailable, then Landlord may no later than the sixtieth day following the
damage, give Tenant a notice of election to terminate this Lease. In the event
of such election, this Lease shall be deemed to terminate on the third day after
the giving of such notice, and Tenant shall surrender possession of the Premises
within a reasonable time thereafter, and the Rent and Additional Rent shall be
apportioned as of the date of Tenant's surrender and any Rent paid for any
period beyond such date shall be repaid to Tenant. If the cost of restoration as
estimated by Landlord shall amount to less than thirty percent (30%) of said
replacement value of the Building and insurance proceeds sufficient for
restoration are available, Landlord shall restore the Building and the Premises
(with improvements substantially comparable in quality to the improvements to
the Premises originally provided by Landlord hereunder) with reasonable
promptness, subject to delays beyond Landlord's control and delays in the making
of insurance adjustments by Landlord. To the extent that the Premises are
rendered untenantable, the Rent shall proportionately xxxxx, except in the event
such damage resulted from or was contributed to, directly or indirectly, by the
act, fault or neglect of Tenant, Tenant's officers, contractors, agents,
employees, clients, customers or licensees, in which event Rent shall xxxxx only
to the extent Landlord receives proceeds from any rental income insurance policy
to compensate Landlord for loss of Rent hereunder. No damages, compensation or
claim shall be payable by Landlord for inconvenience, loss of business or
annoyance arising from any repair or restoration of any portion of the Premises
or the Building.
(b) DESTRUCTION DURING LAST YEAR OF TERM. In case the Building shall be
substantially destroyed by fire or other cause at any time during the last
twelve (12) months of the term of this Lease, either Landlord or Tenant may
terminate this Lease upon written notice to the other within sixty (60) days of
the date of such destruction.
(c) TENANT IMPROVEMENTS. Landlord will not carry insurance of any kind on
any improvements paid for by Tenant as provided in Exhibit B or on Tenant's
furniture, furnishings, fixtures, equipment or appurtenances of Tenant under
this Lease and Landlord shall not be obligated to repair any damage thereto or
replace the same.
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14. WAIVER OF SUBROGATION: Whether the loss or damage is due to the negligence
of either Landlord or Tenant or any other cause, Landlord and Tenant each hereby
release and relieve the other, its agents or employees, from responsibility for,
and waive its entire claim of recovery for (i) any loss or damage to its real or
personal property located anywhere in the Building, including the Building
itself, arising out of or incident to the occurrence of any of the perils which
are covered by its property and related insurance policies, and (ii) any loss
resulting from business interruption at the Premises or loss of rental income
from the Building, arising out of or incident to the occurrence of any of the
perils covered by any business interruption or loss of rental income insurance
policy held by it. Each party shall use best efforts to cause its insurance
carriers to consent to the foregoing waiver of rights of subrogation against the
other party. Notwithstanding the foregoing, no such release shall be effective
except to the extent the applicable insurance policy or policies shall expressly
permit such a release or contain a waiver of the carrier's right to be
subrogated.
15. INDEMNIFICATION: Tenant shall indemnify and hold Landlord harmless from and
against liabilities, damages, losses, claims and expenses, including attorneys
fees, arising from any act, omission, or negligence of Tenant or its officers,
contractors, licensees, agents, employees, clients or customers in or about the
Building or Premises or arising from any injury or damage to any person or
property, occurring in or about the Building or Premises or arising from any
breach or default under this Lease by Tenant. The foregoing provisions shall not
be construed to make Tenant responsible for loss, damage, liability or expense
resulting from injuries to third parties caused by the negligence of Landlord,
or its officers, contractors, licensees, agents, employees, clients or customers
or other tenants of the Building.
Landlord shall indemnify and hold Tenant harmless from and against all
liabilities, damages, losses, claims and expenses, including attorneys fees, due
to any injury or damage to any person or property, arising from any act,
omission or negligence of Landlord or its officers, contractors, licensees,
agents or employees in or about the Building or Premises, or from any breach or
default under this Lease by Landlord. Landlord shall not be liable for any loss
or damage to persons or property sustained by Tenant or other persons, which may
be caused by theft, or by any act or neglect of Tenant or any other tenant or
occupant of the Building or any third parties.
16. INSURANCE:
(a) LIABILITY INSURANCE. Tenant shall, throughout the term of this Lease
and any renewal hereof, at its own expense, keep and maintain in full force and
effect, a policy of commercial general liability (occurrence form) insurance
including contractual liability insuring Tenant's activities upon, in or about
the Premises or the Building against claims of bodily injury or death or
property damage or loss with a combined single limit of not less than One
Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000)
in the aggregate. Landlord and Xxxxxx Runstad & Company shall be additional
insureds.
(b) PROPERTY INSURANCE. Tenant shall, throughout the term of this Lease and
any renewal hereof, at its own expense, keep and maintain in full force and
effect, what is commonly referred to as "All Risk" or "Special" coverage
(excluding earthquake and flood) on Tenant's leasehold improvements for not less
than 100% of the replacement value.
(c) INSURANCE POLICY REQUIREMENTS. All insurance required under this
Section 16 shall be with companies reasonably approved by Landlord. No insurance
policy required under this Section 16 shall be cancelled or reduced in coverage
except after forty-five (45) days prior to written notice to Landlord, ten (10)
days notice for non-payment of premium.
Tenant shall deliver to Landlord prior to the Commencement Date, and from
time to time thereafter, copies of policies of such insurance or certificates
evidencing the existence and amounts of same and evidencing Landlord and Xxxxxx
Runstad & Company as additional insureds thereunder. In no event shall the
limits of any insurance policy required under this Section 16 be considered as
limiting the liability of Tenant under this Lease.
All policies required under this Section 16 shall be written as primary
policies and not contributing to or in excess of any coverage Landlord may
choose to maintain.
7
17. ASSIGNMENT AND SUBLETTING:
See Exhibit C, Section 6 for additional terms and conditions.
(a) ASSIGNMENT OR SUBLEASE. Tenant shall not assign, mortgage, encumber or
otherwise transfer this Lease or sublet the whole or any part of the Premises
without in each case first obtaining Landlord's prior written consent. Such
consent shall not be unreasonably withheld except: (1) Landlord may withhold its
consent if in Landlord's judgment occupancy by any proposed assignee, subtenant
or other transferee: (i) is not consistent with the maintenance and operation of
a first-class office building due to the nature of the proposed occupant's
business or the manner of conducting its business or its experience or
reputation in the community, or (ii) is likely to cause disturbance to the
normal use and occupancy of the Building; (2) Landlord may withhold in its
absolute and sole discretion consent to any mortgage, hypothecation, pledge or
other encumbrance of any interest in this Lease or the Premises by Tenant or any
subtenant, whereby this Lease or any interest therein becomes collateral for any
obligation of Tenant; and (3) Landlord may withhold its consent to the extent
Landlord determines necessary to comply with a restriction on use of the
Premises, the Building or the Land contained in any lease, mortgage, or other
agreement or instrument by which the Landlord is bound or to which any of such
property is subject. No such assignment, subletting or other transfer shall
relieve Tenant of any liability under this Lease. Consent to any such
assignment, subletting or transfer shall not operate as a waiver of the
necessity for consent to any subsequent assignment, subletting or transfer. In
lieu of granting any such consent, Landlord reserves the right to terminate this
Lease or, in the case of a subletting of less than all the Premises, to
terminate this Lease with respect to such portion of the Premises, as of the
proposed effective date of such subletting or assignment, in which event
Landlord may enter into the relationship of landlord and tenant with such
proposed assignee or subtenant based upon the Rent and other compensation and
terms agreed to by such subtenant or assignee and otherwise upon the terms and
conditions of this Lease. In connection with each request for an assignment or
subletting, Tenant shall pay $300.00 for the cost of processing such assignment
or subletting, including attorneys fees, upon demand of Landlord. Tenant shall
provide Landlord with copies of all assignments, subleases and assumption
instruments.
If Tenant is a corporation or partnership, any transfer of this Lease by
merger, consolidation or liquidation, or any change in the ownership of, or
power to vote, a majority of its outstanding voting stock or partnership
interests shall constitute an assignment for the purpose of this Section 17.
(b) ASSIGNEE OBLIGATIONS. As a condition to Landlord's approval, any
potential assignee otherwise approved by Landlord shall assume in writing all
obligations of Tenant under this Lease and shall be jointly and severally liable
with Tenant for the payment of Rent and performance of all terms, covenants and
conditions of this Lease.
(c) SUBLESSEE OBLIGATIONS. Any sublessee shall assume all obligations of
Tenant as to that portion of the Premises which is subleased to such sublessee
and shall be jointly and severally liable with Tenant for rental and other
payments and performance of all terms, covenants, and conditions of this Lease
with respect to such portion of the Premises.
18. SIGNS: Tenant shall not place or in any manner display any sign, graphics,
or any advertising matter anywhere in or about the Premises or the Building at
places visible (either directly or indirectly) from anywhere outside the
Premises without first obtaining Landlord's written consent thereto, such
consent to be at Landlord's sole discretion. Any such consent by Landlord shall
be upon the understanding and condition that Tenant shall remove the same at the
expiration or sooner termination of this Lease and Tenant shall repair any
damage to the Premises or the Building caused thereby. Landlord shall not
unreasonably withhold its consent to normal Tenant identification signs and
logos which are consistent with the Building signage and graphics program.
19. LIENS AND INSOLVENCY:
(a) LIENS. Tenant shall keep its interest in this Lease and any property of
Tenant (other than unattached personal property) and the Premises, the Land and
the Building free from any liens arising out of any work performed or materials
ordered or obligations incurred by or on behalf of Tenant and hereby indemnifies
and
8
holds Landlord harmless from any liability from any such lien, including,
without limitation, liens arising from any work performed pursuant to Section V
of Exhibit B hereto. In the event any lien is filed against the Building, the
Land or the Premises by any person claiming by, through or under Tenant, Tenant
shall, upon request of Landlord, at Tenant's expense immediately either cause
such lien to be released of record or furnish to Landlord a bond in form and
amount and issued by a surety reasonably satisfactory to Landlord, indemnifying
Landlord, the Land and the Building against all liability, costs and expenses,
including attorneys fees, which Landlord may incur as a result thereof. Provided
that such bond has been furnished to Landlord, Tenant, at its sole cost and
expense and after written notice to Landlord, may contest, by appropriate
proceedings conducted in good faith and with due diligence, any lien,
encumbrance or charge against the Premises arising from work done or materials
provided to or for Tenant, if, and only if, such proceedings suspend the
collection thereof against Landlord, Tenant and the Premises and neither the
Premises, the Building nor the Land nor any part thereof or interest therein is
or will be in any danger of being sold, forfeited or lost.
(b) INSOLVENCY. If Tenant becomes insolvent or voluntarily or involuntarily
becomes a debtor or alleged debtor in a bankruptcy proceeding, or if a receiver,
assignee or other liquidating officer is appointed for the business of Tenant,
Landlord at its option may terminate this Lease and Tenant's right of possession
under this Lease and in no event shall this Lease or any rights or privileges
hereunder be an asset of Tenant in any bankruptcy, insolvency or reorganization
proceeding.
(c) FINANCIAL STATEMENTS. Tenant shall, from time to time during the term
of this Lease upon the request of Landlord, submit to Landlord such financial
statements or other financial information as Landlord may reasonably request in
connection with the prospective sale or refinancing of the Building. Landlord
agrees to use reasonable efforts to limit disclosure of Tenant's financial
information to persons who have a legitimate business interest in such
information.
20. DEFAULT:
(a) CUMULATIVE REMEDIES. All rights of Landlord herein enumerated shall be
cumulative, and none shall exclude any other right or remedy allowed by law. In
addition to the other remedies provided in this Lease, Landlord shall be
entitled to restrain by injunction the violation or attempted violation of any
of the covenants, agreements or conditions of this Lease.
(b) TENANT'S RIGHT TO CURE. Tenant shall have a period of five (5) business
days from the date of written notice from Landlord to Tenant within which to
cure any default in the payment of Rent, Additional Rent or other sums due
hereunder. Tenant shall have a period of fifteen (15) days from the date of
written notice from Landlord to Tenant within which to cure any other default
hereunder which is capable of being cured by Tenant; provided, however, that
with respect to any default capable of being cured by Tenant but which cannot be
cured within such fifteen (15) day period, the default shall not be deemed to be
uncured if Tenant commences to cure within fifteen (15) days and for so long as
Tenant is diligently prosecuting the cure thereof.
(c) ABANDONMENT. Abandonment means an absence from the Premises of five (5)
days or more while Tenant is in default or Landlord otherwise reasonably
determines that Tenant has abandoned the Premises and its interest under this
Lease. Abandonment by Tenant shall be considered a default with no right to
cure, allowing Landlord to reenter the Premises under Section 20(d).
(d) LANDLORD'S REENTRY. Upon a default under this Lease by Tenant and
expiration of any applicable cure period, Landlord, at its option, may enter the
Premises or any part thereof, and expel, remove or put out Tenant or any other
persons who may be thereon, together with all personal property found therein;
and Landlord may terminate this Lease, or it may from time to time, without
terminating this Lease and as agent of Tenant, relet the Premises or any part
thereof for such term or terms (which may be for a term less than or extending
beyond the term hereof) and at such rental or rentals and upon such other terms
and conditions as Landlord in its sole discretion may deem advisable, with the
right to repair, remodel and change the Premises, Tenant remaining liable for
any deficiency computed as provided in Section 20(e). In the case of any
default, reentry and/or dispossession by summary proceedings or otherwise, all
Rent and Additional Rent shall become due thereupon and be paid up to the time
of such reentry or dispossession, together with such expenses as Landlord may
reasonably incur for attorneys fees, advertising expenses, brokerage fees and/or
putting the Premises in good order or preparing the same for re-rental, together
with interest thereon as provided in Section 36(f) hereof, accruing from the
date of any such expenditure by Landlord.
9
(e) RELETTING THE PREMISES. At the option of Landlord, rents received by
Landlord from such relating shall be applied first to the payment of any
indebtedness from Tenant to Landlord other than Rent and Additional Rent due
hereunder; second, to the payment of reasonable costs and expenses of such
reletting and including, but not limited to, attorneys fees, advertising fees
and brokerage fees, and to the payment of any repairs, remodeling and changes in
the Premises; third, to the payment of Rent and Additional Rent due and to
become due hereunder, and, if after so applying said Rents there is any
deficiency in the Rent or Additional Rent to be paid by Tenant under this Lease,
Tenant shall pay any deficiency to Landlord monthly on the dates specified
herein and any payment made or suits brought to collect the amount of the
deficiency for any month shall not prejudice in any way the right of Landlord to
collect the deficiency for any subsequent month. Subject to any applicable duty
to mitigate damages, the failure of Landlord to relet the Premises or any part
or parts thereof shall not release or affect Tenant's liability hereunder, nor
shall Landlord be liable for failure to relet, or in the event of reletting, for
failure to collect the Rent thereof, and in no event shall Tenant be entitled to
receive any excess of net Rents collected over sums payable by Tenant to
Landlord hereunder. No such reentry or taking possession of the Premises shall
be construed as an election on Landlord's part to terminate this Lease unless a
written notice of such intention be given to Tenant. Notwithstanding any such
reletting without termination, Landlord may at any time thereafter elect to
terminate this Lease for such provision breach and default. Should Landlord at
any time terminate this Lease by reason of any default, in addition to any other
remedy it may have, it may recover from Tenant the amount of Rent and Additional
Rent reserved in this Lease for the balance of the term, as it may have been
extended, in excess of the then fair market rental value of the Premises for the
same period, plus all court costs and reasonable attorneys fees incurred by
Landlord in the collection of the same.
(f) NONPAYMENT OF ADDITIONAL RENT. All costs and expenses which Tenant
assumes or agrees to pay to Landlord pursuant to this Lease shall be deemed
"Additional Rent" and, in the event of nonpayment thereof, Landlord shall have
all the rights and remedies herein provided for in case of nonpayment of Rent.
21. PRIORITY: This Lease shall be subordinate to any first mortgage or deed of
trust (and any other mortgage or deed of trust upon the written election of
Landlord) now existing or hereafter placed upon the Land, the Building or the
Premises, created by or at the instance of Landlord, and to any and all advances
to be made thereunder and to interest thereon and all modifications, renewals
and replacements or extensions thereof ("Landlord's Mortgage"). Upon request of
such holder, Tenant shall attorn to the holder of any Landlord's Mortgage or any
person or persons purchasing or otherwise acquiring the Land, Building or
Premises at any sale or other proceeding under any Landlord's Mortgage. Tenant
shall properly execute, acknowledge and deliver documents which the holder of
any holder of any Landlord's Mortgage may reasonably require to effectuate the
provisions of this Section 21.
Any subordination to future mortgage or deed of trust shall be subject to the
condition that so long as Tenant is not in default hereunder (or if in default
the applicable cure period has not expired), this Lease shall remain in full
force and effect for the full term hereof (including any extended term).
22. SURRENDER OF POSSESSION: Subject to the terms of Section 13 relating to
damage and destruction, upon expiration or sooner termination of this Lease,
Tenant shall promptly and peacefully surrender the Premises to Landlord in as
good condition as when received by Tenant from Landlord or as thereafter
improved, reasonable use, wear and tear excepted.
23. REMOVAL OF PROPERTY: Tenant shall remove all of its moveable personal
property and trade fixtures paid for by Tenant which can be removed without
damage to the Premises at the expiration or sooner termination of this Lease,
and shall pay Landlord any damages for injury to the Premises or Building
resulting from such removal; and all other improvements and additions to the
Premises shall thereupon become the property of Landlord.
24. NON-WAIVER: Waiver by Landlord or Tenant of any term, covenant or condition
herein contained or any breach thereof shall not be deemed to be a waiver of
such term, covenant, or condition or of any subsequent breach of the same or any
other term, covenant, or condition herein contained. The subsequent acceptance
of Rent or Additional Rent hereunder by Landlord shall not be deemed to be a
waiver of any preceding breach by Tenant of any term, covenant or condition of
this Lease, other than the failure of Tenant to pay the particular Rent or
Additional Rent so accepted, regardless of Landlord's knowledge of such
preceding breach at the time of acceptance of such Rent or Additional Rent.
10
25. HOLDOVER: If Tenant shall, with the written consent of Landlord, hold over
after the expiration of the term of this Lease, such tenancy shall be deemed a
month-to-month tenancy which may be terminated as provided by applicable law.
During such tenancy, Tenant shall be bound by all of the terms, covenants and
conditions herein so far as applicable, except rental which shall be equivalent
to two hundred percent (200%) of the monthly Rent stated herein, together with
Additional Rent herein provided for.
26. CONDEMNATION:
(a) ENTIRE TAKING. If all of the Premises of such portions of the Building
as may be required for the reasonable use of the Premises are taken by eminent
domain, this Lease shall automatically terminate as of the date title vests in
the condemning authority. In the event of a taking of a material part of but
less than all of the Building, where Landlord shall determine that the remaining
portions of the Building cannot be economically and effectively used by it
(whether on account of physical, economic, aesthetic or other reasons) or where
Landlord determines the Building should be restored in such a way as to
materially alter the Premises, Landlord shall forward a written notice to Tenant
of such determination not more than sixty (60) days after the date of taking.
The term of this Lease shall expire upon such date as Landlord shall specify in
such notice but not earlier than sixty (60) days after the date of such notice.
(b) PARTIAL TAKING. Subject to the provisions of the preceding Section
26(a), in case of taking of a part of the Premises, or a portion of the Building
not required for the reasonable use of the Premises, then this Lease shall
continue in full force and effect and the Rent shall be equitably reduced based
on the proportion by which the floor area of the Premises is reduced, such Rent
reduction to be effective as of the date title to such portion vests in the
condemning authority. If a portion of the Premises shall be so taken which
renders the remainder of the Premises unsuitable for continued occupancy by
Tenant under this Lease, Tenant may terminate this Lease by written notice to
Landlord no later than sixty (60) days after the date of such taking and the
term of this Lease shall expire upon such date as Tenant shall specify in such
notice not later than sixty (60) days after the date of such notice.
(c) AWARDS AND DAMAGES. Landlord reserves all rights to damages to the
Premises for any partial, constructive, or entire taking by eminent domain, and
Tenant hereby assigns to Landlord any right Tenant may have to such damages or
award. Tenant shall make no claim against Landlord or the condemning authority
for damages for termination of the leasehold interest or interference with
Tenant's business. Tenant shall have the right, however, to claim and recover
from the condemning authority compensation for any loss to which Tenant may be
put for Tenant's moving expenses, business interruption or taking of Tenant's
personal property and leasehold improvements paid for by Tenant (not including
Tenant's leasehold interest) provided that such damages may be claimed only if
they are awarded separately in the eminent domain proceedings and not out of or
as part of the damages recoverable by Landlord.
27. NOTICES: All notices under this Lease shall be in writing and delivered in
person or sent by registered or certified mail, postage prepaid, to Landlord and
to Tenant at the Notice Addresses provided in Section 1(j) (provided that after
the Commencement Date any such notice may be mailed or delivered by hand to
Tenant at the Premises and to Landlord's principal office in the Building) and
to the holder of any mortgage or deed of trust at such place as such holder
shall specify to Tenant in writing; or such other addresses as may from time to
time be designated by any such party in writing. Notices mailed as aforesaid
shall be deemed given on the date of such mailing.
28. COSTS AND ATTORNEYS FEES: If Tenant or Landlord shall bring any action for
any relief against the other, declaratory or otherwise, arising out of this
Lease, including any suit by Landlord for the recovery of Rent, Additional Rent
or other payments hereunder or possession of the Premises, each party shall, and
hereby does, to the extent permitted by law, waive trial by jury and the losing
party shall pay the prevailing party a reasonable sum for attorneys fees in such
suit, at trial and on appeal, and such attorneys fees shall be deemed to have
accrued on the commencement of such action.
29. LANDLORD'S LIABILITY: Anything in this Lease to the contrary
notwithstanding, covenants, undertakings and agreements herein made on the part
of Landlord are made and intended not as personal covenants, undertakings and
agreements for the purpose of binding Landlord personally or the assets of
Landlord except Landlord's interest in the Premises and Building, but are made
and intended for the purpose of binding only the Landlord's interest in the
Premises and Building, as the same may from time to time be encumbered. No
personal liability or personal responsibility is assumed by, nor shall at any
time be asserted or enforceable against Landlord or its partners or their
respective heirs, legal representatives, successors or assigns on account of the
Lease or on account of any covenant, undertaking or agreement of Landlord in
this Lease contained.
30. LANDLORD'S CONSENT: Except as specified in other provisions of this Lease,
whenever Landlord's consent is required under the terms hereof, such consent
shall not be unreasonably withheld.
31. ESTOPPEL CERTIFICATES: Tenant shall, from time to time, upon written
request of Landlord, execute, acknowledge and deliver to Landlord or its
designee a written statement stating: The date this Lease was executed and the
date it expires; the date the term commenced and the date Tenant accepted the
Premises; the amount of minimum monthly Rent and the date to which such Rent has
been paid; and certifying to the extent true: That this Lease is in full force
and effect; that all conditions under this Lease to be performed by the Landlord
have been satisfied; that there are no claims, defenses or offsets which the
Tenant has against the enforcement of this Lease; that no Rent has been paid
more than one month in advance; and such other matters as Landlord may
reasonably request. Any such statement delivered pursuant to this paragraph may
be relied upon by a prospective purchaser of Landlord's interest or holder of
any mortgage upon Landlord's interest in the Building. If Tenant shall fail to
respond within ten (10) days of receipt by Tenant of a written request by
Landlord as herein provided, Tenant shall be deemed to have given such
certificate as above provided without modification and shall be deemed to have
admitted the accuracy of any information supplied by Landlord to a prospective
purchaser or mortgagee and to have certified that this Lease is in full force
and effect, that there are no uncured defaults in Landlord's performance, that
the security deposit is as stated in the Lease, and that not more than one
month's Rent has been paid in advance.
32. TRANSFER OF LANDLORD'S INTEREST: In the event of any transfers of
Landlord's interest in the Premises or in the Building, other than a transfer
for security purposes only, the transferor shall be automatically relieved of
any and all obligations and liabilities on the part of Landlord accruing from
and after the date of such transfer and such transferee shall have no obligation
or liability with respect to any matter occurring or arising prior to the date
of such transfer. Tenant agrees to attorn to the transferee.
33. RIGHT TO PERFORM: If Tenant shall fail to pay any sum of money required to
be paid by it hereunder of shall fail to perform any other act on its part to be
performed hereunder, and such failure shall continue for ten (10) days after
notice thereof by Landlord, Landlord may, but shall not be obligated so to do,
and without waiving or releasing Tenant from any obligations of Tenant, make
such payment or perform any such other act on Tenant's part to be made or
performed as provided in this Lease. Landlord shall have (in addition to any
other right or remedy of Landlord) the same rights and remedies in the event of
the nonpayment of sums due under this Section 33 as in the case of default by
Tenant in the payment of Rent.
34. QUIET ENJOYMENT: Tenant shall have the right to the peaceable and quiet use
and enjoyment of the Premises subject to the provisions of this Lease, as long
as Tenant is not in default hereunder.
35. HAZARDOUS MATERIALS:
(a) TENANT OBLIGATIONS. Tenant shall not dispose of or otherwise allow the
release of any hazardous waste or materials in, on or under the Premises or the
Building, or any adjacent property, or in any improvements placed on the
Premises. Tenant represents and warrants to Landlord that Tenant's intended use
of the Premises does not involve the use, production, disposal or bringing on to
the Premises of any hazardous waste
12
or materials. As used in this Section 35, the term "hazardous waste or
materials" includes any substance, waste or material defined or designated as
hazardous, toxic or dangerous (or any similar term) by any, now or hereafter in
effect. Tenant shall promptly comply with all such statutes, regulations, rules
and ordinances, and if Tenant fails to so comply Landlord may, after reasonable
prior notice to Tenant (except in case of emergency) effect such compliance
itself. Tenant shall immediately reimburse Landlord for all costs incurred in
effecting such compliance.
Tenant agrees to indemnify and hold harmless Landlord against any and all
losses, liabilities, suits, obligations, fines, damages, judgements, penalties,
claims, charges, cleanup costs, remedial actions, costs and expenses (including,
without limitation, consultant fees, attorneys' fees and disbursements) which
may be imposed on, incurred or paid by, or asserted in connection with (i) any
misrepresentation, breach of warranty or other default by Tenant under this
Lease, or (ii) the acts or omissions of Tenant, or any subtenant or other person
for whom Tenant would otherwise be liable, resulting in the release of any
hazardous waste or materials.
(b) LANDLORD OBLIGATIONS. Landlord represents and warrants to Tenant that
no hazardous waste or materials have been generated, stored or disposed of on
the Premises other than in compliance with all applicable laws. Landlord will
hold Tenant harmless from and indemnify Tenant against and from any damage,
loss, expenses or liability resulting from any breach of this representation and
warranty including all attorneys' fees and costs incurred as a result of or
resulting from the release of hazardous waste or materials on the Premises.
36. GENERAL:
(a) HEADINGS. Titles to Sections of this Lease are not a part of this
Lease and shall have no effect upon the construction or interpretation of any
part hereof.
(b) HEIRS AND ASSIGNS. All of the covenants, agreements, terms and
conditions contained in this Lease shall inure to and be binding upon the
Landlord and Tenant and their respective heirs, executors, administrators,
successors and assigns.
(c) NO BROKERS. Tenant represents and warrants to Landlord that it has not
engaged any broker, except Xxxxxxx Xxxxxxxx of Xxxxxx Xxxxxxx & Xxxxxx, Inc.,
finder or other person who would be entitled to any commission or fees in
respect of the negotiation, execution or delivery of this Lease and shall
indemnify and hold harmless Landlord against any loss, cost, liability or
expense incurred by Landlord as a result of any claim asserted by any such
broker, except Xxxxxxx Xxxxxxxx of Xxxxxx Xxxxxxx & Xxxxxx, Inc., finder or
other person on the basis of any arrangements or agreements made or alleged to
have been made by or on behalf of Tenant. The provisions of this Section 36(c)
shall not apply to brokers with whom Landlord has an express written broker
agreement.
(d) ENTIRE AGREEMENT. This Lease contains all covenants and agreements
between Landlord and Tenant relating in any manner to the leasing, use and
occupancy of the Premises, to Tenant's use of the Building and other matters set
forth in this Lease. No prior agreements or understanding pertaining to the same
shall be valid or of any force or effect and the covenants and agreements of
this Lease shall not be altered, modified or added to except in writing signed
by Landlord and Tenant.
(e) SEVERABILITY. Any provision of this Lease which shall prove to be
invalid, void or illegal shall in no way affect, impair or invalidate any other
provision hereof and the remaining provisions hereof shall nevertheless remain
in full force and effect.
(f) OVERDUE PAYMENTS. Any Rent, Additional Rent or other sums payable by
Tenant under this Lease which shall not be paid upon the due date thereof, shall
bear interest at a rate equal to three percentage points above the prime rate of
interest published or announced from time to time by Security Pacific Bank
Washington, N.A. or its successor, or, in the absence of an established prime
rate, five percentage points over that bank's rate for one year certificates of
deposit, but not in excess of the highest lawful rate permitted under applicable
laws, calculated from the original due date thereof to the date of payment.
(g) FORCE MAJEURE. Except for the payment of Rent, Additional Rent or
other sums payable by Tenant, time periods for Tenant's or Landlord's
performance under any provisions of this Lease shall be extended for periods of
time during which Tenant's or Landlord's performance is prevented due to
circumstances beyond Tenant's or Landlord's reasonable control.
13
(h) RIGHT TO CHANGE PUBLIC SPACES. Landlord shall have the right at any
time after the completion of the Building, without thereby creating an actual or
constructive eviction or incurring any liability to Tenant therefor, to change
the arrangement or location of such of the following as are not contained within
the Premises or any part thereof: entrances, passageways, doors and doorways,
corridors, stairs, toilets and other like public service portions of the
Building. Nevertheless, in no event shall Landlord diminish any service, change
the arrangement or location of the elevators serving the Premises, make any
change which shall diminish the area of the Premises, or make any change which
shall change the character of the Building from that of a first-class office
building in Bellevue, Washington.
(i) GOVERNING LAW. This Lease shall be governed by and construed in
accordance with the laws of the state of Washington.
(j) BUILDING DIRECTORY. Landlord shall maintain in the lobby of the
Building a directory which shall include the name of Tenant and any other names
reasonably requested by Tenant in proportion to the number of listings given to
comparable tenants of the Building.
(k) BUILDING NAME. The Building will be known by such name as Landlord may
designate from time to time.
(l) RECORDATION. Neither Landlord nor Tenant shall record this Lease or
any memorandum or short form of this Lease.
IN WITNESS WHEREOF this Lease has been executed as of the day and year
first above set forth.
LANDLORD: SUNSET OFFICE LIMITED PARTNERSHIP
a Washington limited partnership
By: WRC Sunset Limited Partnership,
a Washington limited partnership,
Its General Partner
By: Xxxxxx Runstad Associates Limited Partnership,
a Washington limited partnership,
Its General Partner
By: Xxxxxx Runstad & Company,
a Washington corporation,
Its General Partner
By:/s/ H. Xxx Xxxxxxx
Its: H. Xxx Xxxxxxx President and Chief Executive Officer
TENANT: VULCAN NORTHWEST, INC.
By:/s/ Xxxxxxx X. Xxxxx
Its: PRESIDENT
14
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
THIS IS TO CERTIFY that on this 30th day of March, 1992, before me, the
undersigned, a notary public in and for the state of Washington, duly
commissioned and sworn, personally appeared H. Xxx Xxxxxxx, to me known to be
the President and CEO, of XXXXXX RUNSTAD & COMPANY, a corporation, to me known
to be the general partner of XXXXXX RUNSTAD ASSOCIATES LIMITED PARTNERSHIP, a
limited partnership, to me known to be the general partner of WRC SUNSET LIMITED
PARTNERSHIP, a limited partnership, to me known to be a general partner of
SUNSET OFFICE LIMITED PARTNERSHIP, the Washington limited partnership that
executed the within and foregoing instrument, and acknowledged the said
instrument to be the free and voluntary act and deed of said corporation and
partnerships for the uses and purposes therein mentioned, and on oath stated
that was authorized to execute said instrument.
WITNESS my hand and official seal the day and year in this certificate first
above written.
[NOTARY PUBLIC SEAL]
/s/ Xxxxxxx X. Xxxxxxxx
Notary public in and for the State of Washington, residing at
Seattle
My appointment expires March 29, 1996
15
TENANT CORPORATE ACKNOWLEDGMENT
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
THIS IS TO CERTIFY that on this 16 day of March, 1992, before me, the
undersigned, a notary public in and for the state of Washington, duly
commissioned and sworn, personally appeared Xxxxxxx X. Xxxxx and
___________________, to me known to be the and President, respectively, of
Volcan NW. the corporation that executed the within and foregoing instrument,
and acknowledged the said instrument to be the free and voluntary act and deed
of said corporation for the uses and purposes therein mentioned, and on oath
stated that they were authorized to execute said instrument, and that the seal
affixed, if any, is the corporate seal of said corporation.
WITNESS my hand and official seal the day and year in this certificate
first above written.
/s/ Signature Illegible
Notary public in and for the state of
Washington, residing at Kent, WA
My appointment expires 7-23-94
16
EXHIBIT A
Addendum to Lease between
SUNSET OFFICE LIMITED PARTNERSHIP
and
VULCAN NORTHWEST, INC.
FLOOR PLAN OF PREMISES
[FLOOR PLAN OMITTED]
Exhibit A - Page 1 of 1
EXHIBIT B
TO
SUNSET CORPORATE CAMPUS
LEASE AGREEMENT
TENANT IMPROVEMENTS
1. IMPROVEMENTS PROVIDED BY LANDLORD
Landlord agrees to provide the following improvements in the Premises:
A. COMPLETED PUBLIC AND/OR CORE AREAS AS OUTLINED IN EXHIBIT A, FINISHED
IN ACCORDANCE WITH PLANS AND SPECIFICATIONS FOR THE BUILDING.
(1) Plumbing: Men's restrooms, women's restrooms, and drinking
fountains installed in accordance with the plans and
specifications for the Building.
(2) Electrical: Total electrical service for each floor shall include
43 each 20 ampere, single pole, 120-volt, circuit breakers in the
two electrical closets (each 120-volt circuit is rated at 1,600
xxxxx or 9 duplex outlets).
B. TENANT'S UNIMPROVED AREA AS OUTLINED IN EXHIBIT A SHALL BE COMPLETED
AS FOLLOWS:
(1) Walls: Core walls pre-taped to be finished under tenant
improvements. Columns covered with gypsum wallboard ready for
tape and paint.
(2) Floor: Prepared to receive floor covering. Floor loading
capacities: 80 pounds per square foot live load; 20 pounds per
square foot partition load.
(3) Mechanical - Primary Cooling Duct Loop: The building standard
mechanical system is designed to accommodate heating loads
generated by lights and equipment up to 4.2 xxxxx per square
foot. If Tenant's design or use of the Premises results in
concentrated loads in excess of 2.5 xxxxx per square foot (e.g.,
data processing areas, conference rooms and machine rooms), then
the cost of any additional engineering design and installation of
mechanical equipment and/or controls required to handle such
excess shall be part of the cost borne by Tenant pursuant to
Section II of this Exhibit B.
(4) Mechanical - Secondary System: Supplemental condenser water loop
using BAC closed circuit fluid coolers, risers stubbed out at
each floor. The system is sized at 15 tons per floor.
(5) Fire Sprinklers: Primary distribution loop to Tenant's Unimproved
Area.
(6) Ceiling: Building Standard suspended ceiling grid system
installed in a 4' x 4' pattern with perimeter angle grid
installed.
II. CONSTRUCTION OF IMPROVEMENTS PAID FOR BY TENANT/REIMBURSED BY LANDLORD
Design and construction of all improvements in the Premises beyond those
listed in Section I of this Exhibit B shall be provided at Tenant's
expense. Landlord shall pay the cost of such additional improvements up to
an amount equal to $27.00 per usable square foot of "Tenant's Unimproved
Area" as outlined on the floor plan(s) in Exhibit A, for a total payment by
Landlord of $ 258,039.00. The cost of design and construction of such
improvements shall include, but not be limited to: Architectural and
engineering design, partitions (including one-half (1/2) of the cost of any
public corridor or demising partitions enclosing the Tenant's Unimproved
Area), doors, door frames, hardware, paint, wall coverings, base, ceilings,
lights, mechanical distribution, diffusers, thermostats, sprinkler
distribution, sprinkler heads, emergency speakers, fire extinguishers and
cabinets, telephone and electrical outlets, light switches, window
coverings, floor coverings, all applicable permit fees and sales tax.
Reimbursement by Landlord will be made by crediting the amount to be
reimbursed against the last payment due from Tenant in accordance with
Section V(B) of this Exhibit B.
Exhibit B - Page 1 of 5
III. BUILDING STANDARD IMPROVEMENTS
For work done by Landlord's contractors, Landlord shall make available to
tenants occupying the Building prior to July 1, 1992, the following
Building Standard items at prices which are obtained from subcontractors
and which reflect the buying advantage of quantity purchase: blinds
(required by Landlord); partitions, ceilings; carpet and base; doors and
frames with hardware; lighting fixtures; painting; electrical outlets;
telephone outlets; heating, ventilating, and air conditioning distribution
and controls; and sprinkler distribution and sprinkler heads.
IV. DESIGN OF TENANT IMPROVEMENTS
At Landlord's expense, Tenant shall retain the services of a qualified
office planner, approved by Landlord, to prepare the necessary drawings for
Basic Plans and supply the information necessary to complete the Working
Drawings and Engineering Drawings referred to in Section IV(B) of this
Exhibit B for construction of the tenant improvements in Tenant's
Unimproved Area. All Tenant's plans shall be subject to approval of
Landlord in accordance with Section IV(C) of this Exhibit B.
Tenant's office planner shall ensure that the work shown on Tenant's plans
is compatible with the basic Building plans and that necessary basic
Building modifications are included in Tenant's plans. Such modifications
shall be subject to the Landlord's approval and the cost thereof shall be
paid by Landlord.
On or before the indicated dates, Tenant shall supply Landlord with one (1)
reproducible copy and five (5) black line prints of the following Tenant
Plans:
A. BASIC PLANS DELIVERY DATE: N/A.
The Basic Plans due on this date shall be signed by Tenant and
include:
Architectural Floor Plans: These shall be fully dimensioned floor
plans showing partition layout and identifying each room with a number
and each door with a number. The Basic Plans must clearly identify and
locate equipment requiring plumbing or other special mechanical
systems, area(s) subject to above-normal floor loads, special openings
in the floor, and other major or special features.
B. WORKING DRAWINGS DELIVERY DATE: March 25, 1992.
On this date and at Landlord's expense, Tenant's office planner shall
produce four (4) sets of Full Working Drawings for construction from
the Basic Plans using the Pin Bar System, which system shall be
approved by Landlord for compatibility with the other Building
drawings. The four (4) sets of Working Drawings due on this date shall
be signed by the Tenant and include all items in the Basic Plans
referenced in Section IV(A) above plus the following additional
information:
(1) Electrical and Telephone Outlets: Locate all power and telephone
requirements: Dimension the position from a corner and give
height above concrete slab for all critically located outlets.
Identify all dedicated circuits and identify all power outlets
greater than 120 volts. For the equipment used in these outlets
which require dedicated circuits and/or which require greater
than 120 volts, identify the type of equipment, the
manufacturer's name and the manufacturer's model number, and
submit a brochure for each piece of equipment. Also identify the
manufacturer's name of the telephone system to be used and the
power requirements, size, and location of its processing
equipment.
(2) Reflected Ceiling Plan: Lighting layout showing location and type
of all Building Standard and special lighting fixtures.
(3) Furniture Layout: Layout showing furniture location so that
Landlord's engineer can review the location of all light
fixtures.
At Landlord's expense, Landlord's engineers shall prepare plumbing,
electrical, heating, air conditioning and structural plans
("Engineering Drawings") for Tenant's improvements based on the signed
Working Drawings.
Exhibit B - Page 2 of 5
C. FINAL PLANS REVIEW DATE: March 27, 1992.
On this date, Tenant's office planner shall deliver to Landlord and
Tenant for review and approval four (4) complete sets of Final Plans
which will incorporate the Working Drawings referenced in Section
IV(B) above, plus the following additional information:
(1) Millwork Details: These drawings shall be in final form with
Tenant's office planner's title block in the lower right hand
corner of the drawing, and shall include construction details of
all cabinets, paneling, trim, bookcases, and door and jamb
details for non-Building Standard doors and jambs.
(2) Keying Schedules and Hardware Information: This information shall
be in final form and include a Keying Schedule indicating which
doors are locked and which key(s) open each lock, plus an "X" on
the side of the door where the key will be inserted if a keyed
door. Complete specifications for all non-Building Standard
hardware will also be provided.
(3) Room Finish and Color Schedule: This information shall be in
final form and include locations and specifications for all wall
finishes, floor covering and base for each room.
(4) Construction Notes and Specifications: Complete specifications
for every item included except those specified by the Landlord.
D. FINAL PLANS DELIVERY DATE: April 2, 1992.
The four (4) sets of Final Plans approved by Landlord and Tenant and
due on this date shall include all the Final Plans referenced in
Section IV(C) above. Final Plans are to be signed by Tenant and
delivered to Landlord by the Final Plans Delivery Date. Landlord shall
return one (1) signed set to Tenant for Tenant's records. Landlord
will incorporate Engineering Drawings with Tenant's Final Plans for
transmittal to the General Contractor.
Tenant shall be responsible for delays and additional costs in
completion of Tenant's work caused by changes made to any of Tenant's
Plans after the specified Plan Delivery Date or by delays in delivery
of special materials requiring long lead times. Tenant shall further
be responsible for such delays as provided in Section 3(b) of the
Lease.
V. CONSTRUCTION OF TENANT IMPROVEMENTS PAID FOR BY TENANT, IF ANY
A. AUTHORIZATION TO PROCEED. Upon completion of Tenant's Final Plans,
Landlord shall provide to Tenant written notice of the price for such
improvements and a cost breakdown in sufficient detail that Tenant
will be able to make an informed judgement on savings that may be
realized from deletions. Within five (5) days of receipt of such
notice, Tenant shall give Landlord written authorization to complete
the Premises in accordance with such Final Plans. Tenant may in such
authorization delete any or all items of extra cost; however, if
Landlord deems these changes to be extensive, at its option. Landlord
may refuse to accept the authorization to proceed until all changes
have been incorporated in the Final Plans signed by Tenant and written
acceptance of the revised price has been received by Landlord from
Tenant. In the absence of such written authorization to proceed,
Landlord shall not be obligated to commence work on the Premises and
Tenant shall be responsible for any costs due to any resulting delay
in completion of the Premises and as provided in Section 3(b) of the
Lease.
B. PAYMENTS. Landlord's contractor shall complete Tenant's improvements
in accordance with Tenant's approved Final Plans. Tenant shall pay,
within ten (10) days after receipt of monthly progress statements from
Landlord, the full amount of such progress billing. Tenant may retain
an amount equal to five percent (5%) of the estimated cost of such
improvements from the last payments due immediately prior to the
credit for Landlord's reimbursement. Final billing shall be rendered
and payable within ten (10) days after acceptance of the Premises by
Tenant in accordance with the terms of the Lease. Retainage pursuant
to the terms of this paragraph shall be payable with such final
billing. In the event acceptance of the Premises is subject to
punchlist items as provided in the Lease, a portion of the retainage
equal to the cost to complete each outstanding punchlist item may be
retained until such punchlist item is complete.
Exhibit B - Page 3 of 5
C. FINAL PLANS AND MODIFICATIONS. If Tenant shall request any change, Tenant
shall request such change in writing to Landlord and such request shall be
accompanied by all plans and specifications necessary to show and explain
changes from the approved Final Plans. After receiving this information.
Landlord shall give Tenant a written price for the cost of engineering and
design services to incorporate the change in Tenant's Final Plans. If
Tenant approves such price in writing, Landlord shall have such Final Plans
changes made and Tenant shall promptly pay Landlord for this cost. Promptly
upon completion of such changes in the Final Plans, Landlord shall notify
Tenant in writing of the costs, if any, which shall be chargeable or
credited to Tenant for such change, addition or deletion. The cost for such
changes, whether chargeable or credited to Tenant, shall include a Landlord
coordination fee equal to fifteen percent (15%) of the amount of such
change, addition or deletion. In the absence of such notice, Landlord shall
proceed in accordance with the previously approved Final Plans before such
change, addition or deletion was requested. In accordance with Section 3(b)
of the Lease, Tenant shall be responsible for any resulting delay in
completion of the Premises due to modification of Final Plans. Tenant shall
also be responsible for any demolition work required as a result of the
change.
D. IMPROVEMENTS CONSTRUCTED BY TENANT. If any work is to be performed in
connection with Tenant improvements on the Premises by Tenant or Tenant's
contractor:
(1) Such work shall proceed upon Landlord's written approval of (i)
Tenant's contractor, (ii) public liability and property damage
insurance carried by Tenant's contractor (such insurance shall be in
combined single limits not less that Five Hundred Thousand Dollars
($500,000) per occurrence and shall name Landlord and Xxxxxx Runstad &
Company as additional insureds), (iii) detailed plans and
specifications for such work, and (iv) amount of general conditions to
be paid by Tenant to Landlord for the services still provided by
Landlord's contractor.
(2) All work shall be done in conformity with a valid building permit when
required, a copy of which shall be furnished for Landlord before such
work is commenced, and in any case, all such work shall be performed
in accordance with all applicable governmental regulations.
Notwithstanding any failure by Landlord to object to any such work,
Landlord shall have no responsibility for Tenant's failure to meet all
applicable regulations.
(3) [Deleted]
(4) All work by Tenant or Tenant's contractor shall be scheduled through
Landlord.
(5) Tenant or Tenant's contractor shall arrange for necessary utility,
hoisting and elevator service with Landlord's contractor and shall pay
such reasonable charges for such services as may be charged by
Landlord's contractor. This will be included in the general conditions
of Subsection (1)(iv) above.
(6) Tenant shall promptly reimburse Landlord for costs incurred by
Landlord due to faulty work done by Tenant or its contractors, or by
reason of any delays caused by such work, or by reason of inadequate
clean-up.
(7) Prior to commencement of any work on the Premises by Tenant or
Tenant's contractor, Tenant or Tenant's contractor shall enter into an
indemnity agreement and a lien priority agreement satisfactory to
Landlord indemnifying and holding harmless Landlord and Landlord's
contractors for any liability, losses or damages directly or
indirectly from lien claims affecting the land, the Building or the
Premises arising out of Tenant's or Tenant's contractor's work or that
of subcontractors or suppliers, and subordinating any such liens to
the liens of construction and permanent financing for the Building.
(8) Landlord shall have the right to post a notice or notices in
conspicuous places in or about the Premises announcing its non-
responsibility for the work being performed therein.
Exhibit B - Page 4 of 5
E. TENANT'S ENTRY TO PREMISES. Tenant's entry to the Premises for any purpose,
including without limitation, inspection or performance of Tenant
Construction by Tenant's agents, prior to the Commencement Date as
specified in Section 3(a) of the Lease shall be scheduled in advance with
Landlord and shall be subject to all the terms and conditions of the Lease,
except the payment of Rent. Tenant's entry shall mean entry by Tenant, its
officers, contractors, office planner, licensees, agents, servants,
employees, guests, invitees, or visitors.
F. TENANT'S TELEPHONE. Tenant is responsible for Tenant's telephone service.
Tenant shall select Tenant's telephone system and shall coordinate its
installation with Landlord.
Exhibit B - Page 5 of 5
EXHIBIT C
Addendum to Lease between
SUNSET OFFICE LIMITED PARTNERSHIP
and
VULCAN NORTHWEST, INC.
ADDITIONAL LEASE TERMS
1. RENT.
The base rental rate for the Premises shall be Twenty One Dollars and Fifty
Cents ($21.50) per net rentable square foot per annum. Rent shall commence
six (6) months following the Commencement Date.
The total annual base rent (base rental rate per net rentable square foot
per year multiplied by net rentable area of the Premises) shall be paid in
12 equal monthly payments and shall be payable in accordance with Section 5
of this Lease. Rent shall be adjusted from time to time pursuant to the
terms of Sections 9 and 10 of this Lease.
2. PARKING.
Garage Parking. Tenant shall have the right to lease up to thirty-two (32)
unassigned parking spaces in the Building garage during the initial and any
extended Lease term, as follows:
A. Tenant shall have the right to lease up to eight (8) unassigned
parking spaces in the parking area located directly beneath the
Building. The monthly rate during the initial Lease term shall be
Thirty-Five Dollars ($35.00) per month per space plus applicable
sales tax.
B. Tenant shall have the right to lease up to twenty-four (24)
unassigned parking spaces in the structured below-grade parking
adjacent to the Building. The monthly rate during the initial Lease
term shall be Twenty Dollars ($20.00) per month per space plus
applicable sales tax.
Surface Lot. Tenant shall have the right to lease up to eleven (11)
unassigned parking spaces free of charge on the west surface lot adjacent
to the Building during the initial Lease term. In order to accommodate
construction of the second building at Sunset Corporate Campus, Landlord
may, at Landlord's option, temporarily substitute parking spaces on the
east surface lot for spaces on the west surface parking, on a one-for-one
basis.
3. OPTION TO EXTEND LEASE TERM.
Tenant shall have the right, to be exercised as hereinafter provided, to
extend the term of this Lease ("Extension Option") for the entire Premises
including any portion added by exercise of the Expansion Option for two (2)
successive periods of three (3) and two (2) years respectfully, under the
same terms and conditions as in this Lease, provided that:
A. Tenant shall not be in default in the performance of any term,
covenant, or condition herein contained.
B. The rental rate for each extended term shall be the fair market
renewal rate for comparable space in comparably located, first-class
office buildings in Bellevue at the commencement of the extended term,
provided that such rate shall not be less than the then current rental
rate for the leased Premises.
C. The parking rates shall be the market parking rates, which rates shall
be subject to change from time to time as determined by Landlord.
Exhibit C - Page 1 of 4
Notice: Landlord shall notify Tenant in writing at least fourteen (14)
months prior to the expiration of the then current Lease term, of the
rental rate and parking rate which shall apply to said extended term.
Tenant's Dispute of Rental Rate: In the event Tenant disputes the rental
rate determined by Landlord, and the parties are unable to agree within
thirty (30) days of the date Landlord first gave notice of the rental rate
for the extended term, then each party shall designate in writing to the
other a real estate appraiser in King County, Washington, with an M.A.I.
designation and familiar with real estate and rental values of first-class
office buildings in Bellevue, Washington. If a party does not appoint an
appraiser within ten (10) days after the other party has given notice of
its appraiser, the single appraiser appointed shall be the sole appraiser
and shall set the rental rate. The appraiser(s) shall be directed to
determine the then fair market renewal rate including Section 10, "Costs of
Operations and Real Estate Taxes," of the Premises. Each appraiser shall be
compensated by the party designating it.
In the event such appraisers are unable to agree, or the matter is not
otherwise resolved within thirty (30) days after the designations have been
made, the appraisers shall have an additional ten (10) days within which to
agree upon a third appraiser with the same qualifications and having the
additional qualification that he or she has not previously acted in any
capacity for either party. If they have not agreed within said ten-day
period as to a third appraiser, then either Landlord or Tenant may apply to
the then Presiding Judge of the Superior Court of the State of Washington
in and for the County of King, for the appointment of such third appraiser,
which appraiser shall have the qualifications as specified above for such
third appraiser. The third appraiser shall be compensated in equal shares
by the parties.
The three appraisers shall each provide their appraisal of the rental rate
within one hundred and twenty (120) days of the date Landlord first gave
notice of the rental rate for the extended term. The three appraisals shall
be added together and their total divided by three, with the resulting
quotient being the rental rate for the extended term subject to the
following adjustment: If the low appraisal and/or the high appraisal is
more than 10% lower or higher than the middle appraisal, the low and/or
high appraisal shall be disregarded. If only one appraisal is disregarded,
the remaining two appraisals shall be added together and their total
divided by two. If both the low and the high appraisal are disregarded, the
middle appraisal shall be the rental rate for the extended term. After the
rental rate for the extended term has been set as provided in this Section,
the appraisers shall immediately notify the parties of the rental rate.
Exercise: Tenant shall exercise the Extension Option by written notice to
Landlord no later than nine (9) months prior to expiration of the then
current Lease term. If Tenant does not so exercise the Extension Option,
the Lease shall expire at the end of the current Lease term.
4. OPTION TO EXPAND.
Tenant shall have one (1) option to expand ("Expansion Option") as provided
herein.
A. EXPANSION SPACE: A single portion of the same floor as the Premises,
contiguous to and north of the Premises in a clockwise direction, of
not less than 6,200 net rentable square feet and not more than 10,000
net rentable square feet.
B. EFFECTIVE DATE: A date no later than six (6) months after the
Commencement Date.
C. RATE: The rental rate for the expansion space shall be the same as
Tenant's rental rate for the existing Premises.
D. IMPROVEMENTS: Landlord shall provide, at Landlord's cost, tenant
improvements consistent with those provided for the initial Premises,
but not to exceed $27.00 per usable square foot.
E. EXERCISE: Tenant shall exercise the Expansion Option by notice to
Landlord in writing, setting forth the location, square footage and
effective date for such expansion space. Failure by Tenant to exercise
the Expansion Option by the Effective Date stated herein shall cause
such Option to expire.
Exhibit C - Page 2 of 4
F. PARKING: Tenant shall have the right to lease an additional four (4)
unassigned parking spaces per 1,000 rentable square feet of expansion
space rounded up to the nearest whole space, approximately 75% of
which shall be underground spaces and 25% of which shall be surface
spaces. The monthly rate shall be as stated in Section 2 and 3(C) of
this Exhibit C.
5. RIGHT OF FIRST OFFER.
During the term of this Lease and any renewals thereof, Tenant shall have a
right of first offer on all available space on the same floor as the
Premises. Prior to leasing such space to any other party, Landlord shall
first notify Tenant. Within ten (10) business days after receipt of such
notice, Tenant shall give Landlord written notice of its acceptance of the
offer to lease such space upon the same term, conditions (including tenant
improvements) and rental rate as set forth in this Lease. If, within such
ten (10) business days, Tenant shall either fail to give such notice or
give notice of its rejection of the offer, Landlord may, without further
notice to Tenant, lease such space. If Tenant shall lease space under this
right of first offer, and less than four (4) years remain on the Lease
term, then Tenant shall pay the costs of unamortized tenant improvements at
the end of the Lease term.
6. ASSIGNMENT AND SUBLETTING.
Notwithstanding anything in Section 17, "Assignment and Subletting," of the
Lease hereto:
A. Tenant shall be permitted to sublease or assign all or any portion of
its Premises during the Lease term to any tenant whose tenancy and use
of the Premises is consistent with Class A office space.
B. Any sublease or assignment of the Lease by Tenant shall not relieve
Tenant of any liability under this Lease.
C. Tenant shall be permitted to sublease or assign all or any portion of
the Premises during the Lease term to any affiliate of Tenant.
7. ROOFTOP INSTALLATIONS.
Tenant shall have the right to install communications equipment (including
satellite dish(es)) on the roof of the Building, up to Tenant's pro rata
share of currently unimproved rooftop space, and in no event less than
3,000 square feet, so long as such installation, size, bulk and location
meet all applicable building construction and other codes and governmental
laws and regulations. Tenant shall also operate and maintain such equipment
in accordance with all applicable laws and regulations so as not to cause
interference with any other radio, computer, telephone or telephone
transmitting or receiving facilities or other transmitting or receiving
facilities regardless of whether such are located on the Premises or
Building or elsewhere.
Tenant agrees that it will not penetrate or cause to be penetrated the roof
membrane of the Building at any time or in any way in connection with the
installation, operation, maintenance or removal of said equipment except
for necessary bolting of equipment. All work which involves penetration of
the roof membrane shall be done only after ten (10) days written notice to
Landlord and in cooperation with Landlord and Landlord's roofing
contractor.
Tenant shall pay all costs associated with such installation. There shall
be no additional rental charge beyond that specified in Section 1 of
Exhibit C hereto associated with such rooftop installation during the Lease
term.
Exhibit C - Page 3 of 4
8. SECURITY SYSTEM.
The Building shall have a "Cardkey" security system which will require the
use of a card for after-hours access to the Building and garage. The
security system shall provide lock-off of floors and Tenant's suite at such
hours and days as Tenant shall designate to Landlord. A printout of use of
specified cards and/or card readers shall be available to Tenant upon
request. Such printout will show card number, name of person to whom card
has been assigned, reader accessed, and time and date of reader
transaction.
9. AMENITIES.
Amenities described in proposal submitted by Xxxxxx Runstad & Company,
dated February 13, 1992, shall be completed and available for Tenant's use
with Xxxxxx Runstad & Company's development of Sunset Corporate Campus.
Exhibit C - Page 4 of 4
EXHIBIT D
Addendum to Lease between
OBAYASHI CORPORATION (LANDLORD)
and
STARWAVE CORPORATION (TENANT)
DEFINITION OF AREAS A AND B
I. Upon completion of the final space plan, Landlord and Tenant shall
designate those offices or areas in the Premises Added by Lease Amendment
No. 3 which shall be initially occupied, and which shall total not less
than 5,528 net rentable square feet, and which shall be collectively
referred to as Area A.
II. Upon completion of the final space plan, Landlord and Tenant shall
designate those offices or areas in the Premises Added by Lease Amendment
No. 3 for which Rent shall commence no later than June 1, 1995 (or earlier
for any portion of such offices or areas that is fully occupied), and which
shall total not more than 3,912 net rentable square feet, ("Space
Pockets"), and which shall be collectively referred to as Area B.
Space Plan Showing Area A and Designated Space Pockets (Area B)
(to be inserted in this Exhibit D upon completion)
Exhibit D, Page 1 of 1
CONSENT
-------
Landlord hereby executes this agreement for the purpose of evidencing its
consent to the Assignment set forth herein.
Dated this 2nd day of September, 1993.
LANDLORD: Sunset Office Limited Partnership
a Washington limited partnership
By: WRC Sunset Limited Partnership
a Washington limited partnership,
Its General Partner
By: Xxxxxx Runstad Associates Limited Partnership,
a Washington limited partnership
Its General Partner
By: Xxxxxx Runstad & Company
a Washington corporation,
Its General Partner
By: /s/ Xxx X. Xxxxxx
Its: Exec. Vice President
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
THIS IS TO CERTIFY that on this 30th day of September, 1993, before me, the
undersigned, a notary public in and for the state of Washington, duly
commissioned and sworn, personally appeared Xxx X. Xxxxxx, to me known to be the
Executive Vice President of XXXXXX RUNSTAD & COMPANY, a corporation, to me known
to be the general partner of XXXXXX RUNSTAD ASSOCIATES LIMITED PARTNERSHIP, a
limited partnership, to me known to be the general partner of WRC SUNSET LIMITED
PARTNERSHIP, a limited partnership, to me known to be a general partner of
SUNSET OFFICE LIMITED PARTNERSHIP, the Washington limited partnership that
executed the within and foregoing instrument, and acknowledged the said
instrument to be the free and voluntary act and deed of said corporation and
partnerships for the uses and purposes therein mentioned, and on oath stated
that he/she was authorized to execute said instrument.
WITNESS my hand and official seal the day and year in this certificate first
above written.
/s/ Xxxxxx X. Xxxxx signature
XXXXXX X. XXXXX printed name
Notary public in and for the State of Washington,
residing at Seattle
My appointment expires 11-6-95
- 1 of 1 -
CONSENT
-------
Landlord hereby executes this agreement for the purpose of evidencing its
consent to the Assignment set forth herein.
Dated this 2nd day of September, 1993.
LANDLORD: Sunset Office Limited Partnership
a Washington limited partnership
By: WRC Sunset Limited Partnership
a Washington limited partnership,
Its General Partner
By: Xxxxxx Runstad Associates Limited Partnership,
a Washington limited partnership
Its General Partner
By: Xxxxxx Runstad & Company
a Washington corporation,
Its General Partner
By: /s/ Xxx X. Xxxxxx
Its: Exec. Vice President
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
THIS IS TO CERTIFY that on this 30th day of September, 1993, before me, the
undersigned, a notary public in and for the state of Washington, duly
commissioned and sworn, personally appeared Xxx X. Xxxxxx, to me known to be the
Executive Vice President of XXXXXX RUNSTAD & COMPANY, a corporation, to me known
to be the general partner of XXXXXX RUNSTAD ASSOCIATES LIMITED PARTNERSHIP, a
limited partnership, to me known to be the general partner of WRC SUNSET LIMITED
PARTNERSHIP, a limited partnership, to me known to be a general partner of
SUNSET OFFICE LIMITED PARTNERSHIP, the Washington limited partnership that
executed the within and foregoing instrument, and acknowledged the said
instrument to be the free and voluntary act and deed of said corporation and
partnerships for the uses and purposes therein mentioned, and on oath stated
that he/she was authorized to execute said instrument.
WITNESS my hand and official seal the day and year in this certificate first
above written.
/s/ Xxxxxx X. Xxxxx signature
XXXXXX X. XXXXX printed name
Notary public in and for the State of Washington,
residing at Seattle
My appointment expires 11-6-95
- 1 of 1 -
LEASE AMENDMENT NO. 1
This Amendment No. 1 is to that certain Lease Agreement dated March 4, 1992
between SUNSET OFFICE LIMITED PARTNERSHIP, a Washington limited partnership
("Landlord") and VULCAN NORTHWEST, INC., a Washington corporation ("Tenant"),
covering space on the fourth floor of Sunset Corporate Campus, Building 1, 00000
XX Xxxxxxxx Xxx, Xxxxxxxx, Xxxxxxxxxx. The terms used herein shall have the same
meaning as set forth in the Lease except as otherwise specified.
As parties hereto, Landlord and Tenant hereby agree to further amend the Lease
as follows:
Section 1(c) of the Lease "Rentable Area of the Premises" shall be amended
to read:
"10,156 NET RENTABLE SQUARE FEET."
Section 1(e) of the Lease "Commencement Date" shall be amended to read:
"JUNE 8, 1992."
Section 1(k) of the Lease "Exhibits" shall be amended by the addition of:
"EXHIBIT A-1 - FINAL FLOOR PLAN OF THE PREMISES"
Exhibit A to the Lease shall be replaced by Exhibit A-1, attached hereto.
Exhibit C to the Lease, Section 2 "Parking," shall be amended to read:
"GARAGE PARKING: TENANT SHALL HAVE THE RIGHT TO LEASE UP TO THIRTY-ONE
(31) UNASSIGNED PARKING SPACES IN THE BUILDING GARAGE DURING THE
INITIAL AND ANY EXTENDED LEASE TERM, AS FOLLOWS:
A. "TENANT SHALL HAVE THE RIGHT TO LEASE UP TO EIGHT (8) UNASSIGNED
PARKING SPACES IN THE PARKING AREA LOCATED DIRECTLY BENEATH THE
BUILDING. THE MONTHLY RATE DURING THE INITIAL LEASE TERM SHALL BE
THIRTY-FIVE DOLLARS ($35.00) PER MONTH PER SPACE PLUS APPLICABLE
SALES TAX.
B. "TENANT SHALL HAVE THE RIGHT TO LEASE UP TO TWENTY-THREE (23)
UNASSIGNED PARKING SPACES IN THE STRUCTURED BELOW-GRADE PARKING
ADJACENT TO THE BUILDING. THE MONTHLY RATE DURING THE INITIAL
LEASE TERM SHALL BE TWENTY DOLLARS ($20.00) PER MONTH PER SPACE
PLUS APPLICABLE SALES TAX.
-1-
"SURFACE LOT: TENANT SHALL HAVE THE RIGHT TO LEASE UP TO TEN (10)
UNASSIGNED PARKING SPACES FREE OF CHARGE ON THE WEST SURFACE LOT ADJACENT
TO THE BUILDING DURING THE INITIAL LEASE TERM. IN ORDER TO ACCOMMODATE
CONSTRUCTION OF THE SECOND BUILDING AT SUNSET CORPORATE CAMPUS, LANDLORD
MAY, AT LANDLORD'S OPTION, TEMPORARILY SUBSTITUTE PARKING SPACES ON THE
EAST SURFACE LOT FOR SPACES ON THE WEST SURFACE LOT, ON A ONE-FOR-ONE
BASIS."
All other terms and conditions of the original Lease shall remain in effect and
be applicable to the above Amendment.
This Amendment is effective June 8, 1992.
Dated this 21st day of August, 1992.
LANDLORD: SUNSET OFFICE LIMITED PARTNERSHIP
a Washington limited partnership
By: WRC Sunset Limited Partnership
a Washington limited partnership,
Its General Partner
By: Xxxxxx Runstad Associates Limited Partnership,
a Washington limited partnership
Its General Partner
By: Xxxxxx Runstad & Company
a Washington corporation,
Its General Partner
By: /s/ H. Xxx Xxxxxxx
Its: H. Xxx Xxxxxxx
President and
Chief Executive Officer
TENANT: VULCAN NORTHWEST, INC.
By:/s/ Xxxxxxx X. Xxxxx
Its: PRESIDENT
-2-
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
THIS IS TO CERTIFY that on this 10th day of September, 1992, before me, the
undersigned, a notary public in and for the state of Washington, duly
commissioned and sworn, personally appeared H Xxx Xxxxxxx, to me known to be the
President and Chief Executive Officer of XXXXXX RUNSTAD & COMPANY, a
corporation, to me known to be the general partner of XXXXXX RUNSTAD ASSOCIATES
LIMITED PARTNERSHIP, a limited partnership, to me known to be the general
partner of WRC SUNSET LIMITED PARTNERSHIP, a limited partnership, to me known to
be a general partner of SUNSET OFFICE LIMITED PARTNERSHIP, the Washington
limited partnership that executed the within and foregoing instrument, and
acknowledged the said instrument to be the free and voluntary act and deed of
said corporation and partnerships for the uses and purposes therein mentioned,
and on oath stated that he was authorized to execute said instrument.
WITNESS my hand and official seal the day and year in this certificate first
above written.
/s/ Xxxxxx X. Xxxxx
XXXXXX X. XXXXX
Notary public in and for the State of Washington,
residing at Seattle
My appointment expires 00-0-00
XXXXXX XXXXXXXXX XXXXXXXXXXXXXXX
XXXXX XX XXXXXXXXXX )
) ss.
COUNTY OF KING )
THIS IS TO CERTIFY that on this 27 day of AUGUST, 1992, before me, the
undersigned, a notary public in and for the state of WASHINGTON, duly
commissioned and sworn, personally appeared XXXXXXX X. XXXXX, to me known to be
the PRESIDENT of VULCAN NORTHWEST, the corporation that executed the within and
foregoing instrument and acknowledged the said instrument to be the free and
voluntary act and deed of said corporation for the uses and purposes therein
mentioned, and on oath stated that he/she was authorized to execute said
instrument, and that the seal affixed, if any, is the corporate seal of said
corporation.
WITNESS my hand and official seal the day and year in this certificate first
above written.
[NOTARY PUBLIC SEAL]
/s/ Xxxxxx X. Xxxxxxxx
Notary public in and for the State of WASH,
residing at BELLEVUE
My appointment expires AUGUST 19, 1996
-3-
EXHIBIT A-1
Addendum to Lease between
SUNSET OFFICE LIMITED PARTNERSHIP
and
VULCAN NORTHWEST, INC.
FLOOR PLAN OF THE PREMISES
[FLOOR PLAN OMITTED]
Exhibit A-1, Page 1 of 1
LEASE AMENDMENT NO.2
This Amendment No. 2 is to that certain Lease Agreement dated March 4, 1992
("Lease") as amended June 8, 1992, between SUNSET OFFICE LIMITED PARTNERSHIP, a
Washington limited partnership ("Landlord") and VULCAN NORTHWEST, INC., a
Washington corporation ("Tenant"), covering space on the fourth floor of Sunset
Corporate Campus, Building 1, 00000 X.X. Xxxxxxxx Xxx, Xxxxxxxx, Xxxxxxxxxx. The
terms used herein shall have the same meaning as set forth in the Lease except
as otherwise specified.
As parties hereto, Landlord and Tenant hereby agree to further amend the Lease
as follows:
Section 1(c) of the Lease "Rentable Area of the Premises" shall be amended
to read:
"29,973 NET RENTABLE SQUARE FEET, WHICH CONSISTS OF 10,156 ORIGINALLY
OCCUPIED NET RENTABLE SQUARE FEET ("ORIGINAL PREMISES") AND 19,817
ADDITIONAL NET RENTABLE SQUARE FEET ("FIRST ADDITION")."
Section 1(k) of the Lease "Exhibits" shall be amended by the addition of:
"EXHIBIT A-2 - FLOOR PLAN OF ORIGINAL PREMISES AND FIRST ADDITION"
"EXHIBIT B-3 - TENANT IMPROVEMENTS FOR FIRST ADDITION"
Section 10(a) of the Lease "Additional Rent" shall be amended to read:
"EFFECTIVE UPON EXECUTION OF THIS AMENDMENT NO. 2, TENANT SHALL PAY AS
ADDITIONAL RENT ITS PRO RATA SHARE OF INCREASES IN OPERATING COSTS AND
TAXES IN EXCESS OF $5.75 PER NET RENTABLE SQUARE FOOT ("BASE AMOUNT")
FOR THE RENTABLE AREA OF THE PREMISES".
Section 1 of Exhibit C to the Lease, "Rent," shall be amended to read:
"THE BASE RENTAL RATE FOR THE PREMISES SHALL BE TWENTY ONE DOLLARS AND
FIFTY CENTS ($21.50) PER NET RENTABLE SQUARE FOOT PER ANNUM, EXCEPT
DURING THAT PERIOD FROM COMMENCEMENT OF OCCUPANCY OF ANY PORTION OF
THE FIRST ADDITION THROUGH DECEMBER 31, 1993, THE BASE RENTAL RATE FOR
THE ENTIRE FIRST ADDITION SHALL BE THIRTEEN DOLLARS AND SEVENTY-FIVE
CENTS ($13.75) PER NET RENTABLE SQUARE FOOT PER ANNUM. EFFECTIVE
JANUARY 1, 1994, THE BASE RENTAL RATE FOR THE FIRST ADDITION SHALL
REVERT TO TWENTY ONE DOLLARS AND FIFTY CENTS ($21.50) PER NET RENTABLE
SQUARE FOOT PER ANNUM.
"RENT FOR THE ORIGINAL PREMISES SHALL COMMENCE SIX (6) MONTHS
FOLLOWING THE COMMENCEMENT DATE. RENT FOR THE ENTIRE FIRST ADDITION
SHALL COMMENCE UPON OCCUPANCY OF ANY PORTION OF THE FIRST ADDITION.
SUCH COMMENCEMENT OF OCCUPANCY OF THE FIRST ADDITION SHALL TAKE PLACE
UPON COMPLETION OF TENANT IMPROVEMENTS EXCEPTING PUNCH LIST ITEMS.
TENANT AND LANDLORD SHALL USE THEIR BEST EFFORTS TO ENSURE THAT THIS
COMMENCEMENT OF OCCUPANCY IS ON OR BEFORE NOVEMBER 1, 1993. TENANT
SHALL BE RESPONSIBLE FOR DELAYS IN COMPLETION IF SAID DELAYS WERE
CAUSED BY TENANT OR TENANT'S AGENTS.
-1-
"THE TOTAL ANNUAL BASE RENT (BASE RENTAL RATE PER NET RENTABLE SQUARE FOOT
PER YEAR MULTIPLIED BY NET RENTABLE AREA OF THE PREMISES) SHALL BE PAID IN
12 EQUAL MONTHLY PAYMENTS AND SHALL BE PAYABLE IN ACCORDANCE WITH SECTION 5
OF THIS LEASE. RENT SHALL BE ADJUSTED FROM TIME TO TIME PURSUANT TO THE
TERMS OF SECTIONS 9 AND 10 OF THIS LEASE."
Section 2 of Exhibit C to the Lease, "Parking," shall be amended to read:
"GARAGE PARKING. UPON COMMENCEMENT OF OCCUPANCY OF THE FIRST ADDITION,
TENANT SHALL HAVE THE RIGHT TO LEASE UP TO A TOTAL OF NINETY (90)
UNASSIGNED PARKING SPACES IN THE BUILDING GARAGE DURING THE INITIAL AND ANY
EXTENDED LEASE TERM, AS FOLLOWS:
"A. TENANT SHALL HAVE THE RIGHT TO LEASE UP TO TWENTY-THREE (23)
UNASSIGNED PARKING SPACES IN THE PARKING AREA LOCATED DIRECTLY BELOW THE
BUILDING.
"THE MONTHLY PARKING RATES DURING THE NEXT SIX MONTHS SHALL BE SEVENTEEN
DOLLARS AND FIFTY CENTS ($17.50) PER MONTH PER SPACE PLUS APPLICABLE SALES
TAX FOR ALL SUCH TENANT SPACES, AND SHALL THEREAFTER BE THIRTY-FIVE DOLLARS
($35.00) PER MONTH PER SPACE PLUS APPLICABLE SALES TAX FOR ALL SUCH TENANT
SPACES.
"B. TENANT SHALL HAVE THE RIGHT TO LEASE UP TO A TOTAL OF SIXTY-SEVEN (67)
UNASSIGNED PARKING SPACES IN THE STRUCTURED BELOW-GRADE PARKING ADJACENT TO
THE BUILDING.
"THE MONTHLY PARKING RATES DURING THE NEXT SIX MONTHS SHALL BE TEN DOLLARS
($10.00) PER MONTH PER SPACE PLUS APPLICABLE SALES TAX FOR ALL SUCH TENANT
SPACES, AND SHALL THEREAFTER BE TWENTY DOLLARS ($20.00) PER MONTH PER SPACE
PLUS APPLICABLE SALES TAX FOR ALL SUCH TENANT SPACES.
"SURFACE LOT. UPON COMMENCEMENT OF OCCUPANCY OF THE FIRST ADDITION, TENANT
SHALL HAVE THE RIGHT TO LEASE UP TO A TOTAL OF THIRTY (30) UNASSIGNED
PARKING SPACES FREE OF CHARGE ON THE WEST SURFACE LOT ADJACENT TO THE
BUILDING DURING THE INITIAL LEASE TERM. IN ORDER TO ACCOMMODATE
CONSTRUCTION OF THE SECOND BUILDING AT SUNSET CORPORATE CAMPUS, LANDLORD
MAY, AT LANDLORD'S OPTION, TEMPORARILY SUBSTITUTE PARKING SPACES ON THE
EAST SURFACE LOT FOR SPACES ON THE WEST SURFACE PARKING LOT, ON A ONE-FOR-
ONE BASIS."
Section 4 of Exhibit C to the Lease, "Option to Expand," shall be deleted.
Section 5 of Exhibit C to the Lease, "Right of First Offer," shall be amended to
read:
"DURING THE TERM OF THIS LEASE AND ANY RENEWALS THEREOF, TENANT SHALL HAVE
A RIGHT OF FIRST OFFER ON APPROXIMATELY 11,000 NET RENTABLE SQUARE FEET OF
SPACE ON THE SECOND FLOOR. UPON PROPOSING SUCH SPACE TO AN INTERESTED PARTY
LANDLORD SHALL NOTIFY TENANT IN WRITING. WITHIN FIVE (5) BUSINESS DAYS
AFTER RECEIPT OF SUCH NOTICE, TENANT SHALL GIVE LANDLORD WRITTEN NOTICE OF
ITS ACCEPTANCE OF THE OFFER TO LEASE SUCH SPACE UPON THE FOLLOWING TERMS
AND CONDITIONS:
-2-
"A. PREVIOUSLY UNIMPROVED SPACE LEASED BY TENANT IN THE ABOVE METHOD DURING
MONTHS ONE THROUGH TWELVE COMMENCING UPON THE EXECUTION OF THIS AMENDMENT NO. 2,
SHALL BE LEASED AT TWENTY-ONE DOLLARS AND FIFTY CENTS ($21.50) PER NET RENTABLE
SQUARE FOOT PER ANNUM AND PURSUANT TO THE SAME FIVE DOLLAR AND SEVENTY-FIVE CENT
($5.75) BASE AMOUNT AS PER AMENDED SECTION 10(A) OF THE LEASE.
"B. PREVIOUSLY UNIMPROVED SPACE LEASED BY TENANT IN THE ABOVE METHOD DURING
MONTHS THIRTEEN THROUGH TWENTY-FOUR COMMENCING UPON THE EXECUTION OF THIS
AMENDMENT NO. 2, SHALL BE LEASED AT TWENTY-TWO DOLLARS AND FIFTY CENTS ($22.50)
PER NET RENTABLE SQUARE FOOT PER ANNUM AND PURSUANT TO THE SAME FIVE DOLLAR AND
SEVENTY-FIVE CENT ($5.75) BASE AMOUNT AS PER AMENDED SECTION 10(A) OF THE LEASE.
"C. THE TENANT IMPROVEMENT ALLOWANCE SHALL BE THIRTY-ONE DOLLARS FOR FIRST
ADDITION AND/OR OTHER SPACES LEASED BY TENANT UNDER EXHIBIT C, SECTION 5(A)
AND/OR (B) ABOVE AND SUCH ALLOWANCE SHALL INCLUDE FOUR DOLLARS ($4.00) OF ITEMS
DONE EARLY PER EXHIBIT B-3, SECTION I.
"IF TENANT DOES NOT EXTEND LEASE TERM PURSUANT TO EXHIBIT C, SECTION 3, THEN
TENANT SHALL, ON OR BEFORE THE EXPIRATION DATE, REIMBURSE LANDLORD THE
UNAMORTIZED PORTION OF COST OF TENANT IMPROVEMENTS PROVIDED TENANT PURSUANT TO
THIS EXHIBIT C, SECTION 5(C) AND (D) IF APPLICABLE. CALCULATIONS SHALL BE BASED
UPON A SIXTY (60) MONTH AMORTIZATION SCHEDULE, WITH EIGHT AND ONE HALF PERCENT
(8 1/2%) INTEREST PER ANNUM COMPOUNDED MONTHLY FROM THE COMMENCEMENT OF
OCCUPANCY OF THE FIRST ADDITION AND/OR FROM THE COMMENCEMENT OF OCCUPANCY OF THE
ADDITIONAL SPACE LEASED UNDER EXHIBIT C, SECTION 5(A) AND/OR (B) ABOVE.
"D. REGARDLESS OF WHEN IT IS LEASED BY TENANT, PREVIOUSLY IMPROVED SPACE LEASED
BY TENANT, AND/OR PREVIOUSLY UNIMPROVED SPACE LEASED BY TENANT BY RIGHT OF FIRST
OFFER AFTER MONTH TWENTY-FOUR ABOVE, SHALL BE LEASED AT THE PREVAILING FAIR
MARKET RENTAL AND TENANT IMPROVEMENT RATES FOR COMPARABLE EXPANSION SPACE IN
COMPARABLE BUILDINGS IN THE AREA AT THE TIME THE EXPANSION SPACE IS LEASED, BUT
SUCH RENTAL RATE SHALL NOT BE LESS THAN THE WEIGHTED AVERAGE OF THE BASE FACE
RENTAL RATE OF THE TENANT'S SPACE THEN UNDER LEASE (I.E., WEIGHTED AVERAGE
CALCULATION:
10,156 NET RENTABLE SQUARE FEET TIMES $21.50 $218,354.00
19,817 NET RENTABLE SQUARE FEET TIMES $21.50 426,065.50
5,000 NET RENTABLE SQUARE FEET TIMES $22.50 112,500.00
------ -----------
34,973 NET RENTABLE SQUARE FEET TOTAL $756,919.50
$756,919.50 DIVIDED BY 34,973 NET RENTABLE SQUARE FEET EQUALS A WEIGHTED
AVERAGE OF $21.64).
"IF WITHIN SUCH FIVE (5) BUSINESS DAYS, TENANT SHALL EITHER FAIL TO GIVE SUCH
NOTICE OR GIVE NOTICE OF ITS REJECTION OF THE OFFER, LANDLORD MAY, WITHOUT
FURTHER NOTICE TO TENANT, LEASE SUCH SPACE TO OTHER INTERESTED PARTIES."
-3-
Section 10 of Exhibit C to the Lease, "Right of Second Offer," shall be added as
follows:
"DURING THE TERM OF THIS LEASE AND ANY RENEWALS THEREOF, TENANT SHALL HAVE
A RIGHT OF SECOND OFFER ON APPROXIMATELY 9,000 NET RENTABLE SQUARE FEET OF
SPACE ON THE THIRD FLOOR. UPON PROPOSING SUCH SPACE TO AN INTERESTED PARTY
LANDLORD SHALL NOTIFY TENANT IN WRITING. WITHIN FIVE (5) BUSINESS DAYS
AFTER RECEIPT OF SUCH NOTICE, TENANT SHALL GIVE LANDLORD WRITTEN NOTICE OF
ITS ACCEPTANCE OF THE OFFER TO LEASE SUCH SPACE UPON THE FOLLOWING TERMS
AND CONDITIONS:
"A. PREVIOUSLY UNIMPROVED SPACE LEASED BY TENANT IN THE ABOVE METHOD
DURING MONTHS ONE THROUGH TWELVE COMMENCING UPON THE EXECUTION OF THIS
AMENDMENT NO. 2, SHALL BE LEASED AT TWENTY-ONE DOLLARS AND FIFTY CENTS
($21.50) PER NET RENTABLE SQUARE FOOT PER ANNUM AND PURSUANT TO THE SAME
FIVE DOLLAR AND SEVENTY-FIVE CENT ($5.75) BASE AMOUNT AS PER AMENDED
SECTION 10(A) OF THE LEASE.
"B. PREVIOUSLY UNIMPROVED SPACE LEASED BY TENANT IN THE ABOVE METHOD
DURING MONTHS THIRTEEN THROUGH TWENTY-FOUR COMMENCING UPON THE EXECUTION OF
THIS AMENDMENT NO.2, SHALL BE LEASED AT TWENTY-TWO DOLLARS AND FIFTY CENTS
($22.50) PER NET RENTABLE SQUARE FOOT PER ANNUM AND PURSUANT TO THE SAME
FIVE DOLLAR AND SEVENTY-FIVE CENT ($5.75) BASE AMOUNT AS PER AMENDED
SECTION 10(A) OF THE LEASE.
"C. THE TENANT IMPROVEMENT ALLOWANCE SHALL BE THIRTY-ONE DOLLARS FOR FIRST
ADDITION AND/OR OTHER SPACES LEASED BY TENANT UNDER EXHIBIT C, SECTION
10(A) AND/OR (B) ABOVE AND SUCH ALLOWANCE SHALL INCLUDE FOUR DOLLARS
($4.00) OF ITEMS DONE EARLY PER EXHIBIT B-3, SECTION I.
"IF TENANT DOES NOT EXTEND LEASE TERM PURSUANT TO EXHIBIT C, SECTION 3,
THEN TENANT SHALL, ON OR BEFORE THE EXPIRATION DATE, REIMBURSE LANDLORD THE
UNAMORTIZED PORTION OF COST OF TENANT IMPROVEMENTS PROVIDED TENANT PURSUANT
TO THIS EXHIBIT C, SECTION 10(C) AND (D) IF APPLICABLE. CALCULATIONS SHALL
BE BASED UPON A SIXTY (60) MONTH AMORTIZATION SCHEDULE, WITH EIGHT AND ONE
HALF PERCENT (8 1/2%) INTEREST PER ANNUM COMPOUNDED MONTHLY FROM THE
COMMENCEMENT OF OCCUPANCY OF THE FIRST ADDITION AND/OR FROM THE
COMMENCEMENT OF OCCUPANCY OF THE ADDITIONAL SPACE LEASED UNDER EXHIBIT C,
SECTION 10(A) AND/OR (B) ABOVE.
"D. REGARDLESS OF WHEN IT IS LEASED BY TENANT, PREVIOUSLY IMPROVED SPACE
LEASED BY TENANT, AND/OR PREVIOUSLY UNIMPROVED SPACE LEASED BY TENANT BY
RIGHT OF SECOND OFFER AFTER MONTH TWENTY-FOUR ABOVE, SHALL BE LEASED AT THE
PREVAILING FAIR MARKET RENTAL AND TENANT IMPROVEMENT RATES FOR COMPARABLE
EXPANSION SPACE IN COMPARABLE BUILDINGS IN THE AREA AT THE TIME THE
EXPANSION SPACE IS LEASED, BUT SUCH RENTAL RATE SHALL NOT BE LESS THAN THE
WEIGHTED AVERAGE OF THE BASE FACE RENTAL RATE OF THE TENANT'S SPACE THEN
UNDER LEASE (I.E., WEIGHTED AVERAGE CALCULATION:
10,156 net rentable square feet times $21.50 $218,354.00
19,817 net rentable square feet times $21.50 426,065.50
5,000 net rentable square feet times $22.50 112,500.00
------ -----------
34,973 net rentable square feet total $756,919.50
$756,919.50 DIVIDED BY 34,973 NET RENTABLE SQUARE FEET EQUALS A
WEIGHTED AVERAGE OF $21.64).
-4-
"IF WITHIN SUCH FIVE (5) BUSINESS DAYS, TENANT SHALL EITHER FAIL TO
GIVE SUCH NOTICE OR GIVE NOTICE OF ITS REJECTION OF THE OFFER,
LANDLORD MAY, WITHOUT FURTHER NOTICE TO TENANT, LEASE SUCH SPACE TO
OTHER INTERESTED PARTIES."
Section 11 of Exhibit C to the Lease, "Early Occupancy," shall be added as
follows:
"LANDLORD WILL USE ITS BEST EFFORT TO PREPARE A NEW PERMANENT LOCATION
FOR THE MANAGEMENT OFFICE AND MOVE OUT OF THE CURRENT SPACE (1,777 NET
RENTABLE SQUARE FEET) IN AN EXPEDIENT MANNER. OPON COMPLETION OF
LANDLORD'S RELOCATION TENANT MAY OCCUPY THE VACATED MANAGEMENT OFFICE
AT A RENTAL RATE OF $13.75 PER NET RENTABLE SQUARE FOOT PER ANNUM.
SUCH EARLY OCCUPANCY OF THE VACATED MANAGEMENT OFFICE SHALL NOT EFFECT
THE DETERMINATION OF THE OFFICIAL OCCUPANCY DATE FOR THE FIRST
ADDITION."
All other terms and conditions of the original Lease as amended by Amendment No.
1 shall remain in effect and be applicable to the above Amendment.
This Amendment is effective August 4, 1993
LANDLORD: SUNSET OFFICE LIMITED PARTNERSHIP, a Washington limited partnership
By: WRC Sunset Limited Partnership,
a Washington limited partnership, Its General Partner
By: Xxxxxx Runstad Associates Limited Partnership,
a Washington limited partnership, Its General Partner
By: Xxxxxx Runstad & Company,
a Washington corporation, Its General Partner
By:/s/ H. Xxx Xxxxxxx
Its H. Xxx Xxxxxxx
President and
Chief Executive Officer
TENANT: VULCAN NORTHWEST, INC.
By:/s/ Xxxxxxx X. Xxxxx
Its: President
-5-
LANDLORD ACKNOWLEDGMENT
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
THIS IS TO CERTIFY that on this 20th day of August, 1993, before me, the
undersigned, a notary public in and for the state of Washington, duly
commissioned and sworn, personally appeared H. Xxx Xxxxxxx, to me known to be
the President and CEO, of XXXXXX RUNSTAD & COMPANY, a corporation, to me known
to be the general partner of XXXXXX RUNSTAD ASSOCIATES LIMITED PARTNERSHIP, a
limited partnership, to me known to be the general partner of WRC SUNSET LIMITED
PARTNERSHIP, a limited partnership, to me known to be a general partner of
SUNSET OFFICE LIMITED PARTNERSHIP, the Washington limited partnership that
executed the within and foregoing instrument, and acknowledged the said
instrument to be the free and voluntary act and deed of said corporation and
partnerships for the uses and purposes therein mentioned, and on oath stated
that he/she was authorized to execute said instrument.
WITNESS my hand and official seal the day and year in this certificate
first above written.
[NOTARY PUBLIC SEAL]
/S/ Xxxxxxx X Xxxxxxxx signed
Xxxxxxx X Xxxxxxxx printed
Notary public in and for the state of Washington,
residing at Seattle
My appointment expires 3/29/96
TENANT CORPORATE ACKNOWLEDGMENT
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
THIS IS TO CERTIFY that on this 5th day of August, 1993, before me, the
undersigned, a notary public in and for the state of Washington, duly
commissioned and sworn, personally appeared Xxxxxxx X. Xxxxx and
_____________________, to me known to be the President and ______________,
respectively, of Vulcan NW LLC corporation, the that executed the within and
foregoing instrument, and acknowledged the said instrument to be the free and
voluntary act and deed of said corporation for the uses and purposes therein
mentioned, and on oath stated that they were authorized to execute said
instrument, and that the seal affixed, if any, is the corporate seal of said
corporation.
WITNESS my hand and official seal the day and year in this certificate
first above written.
/s/ Xxx Milestone signed
Xxx Milestone printed
Notary public in and for the state of Washington,
residing at Renton WA
My appointment expires 1-29-97
-6-
EXHIBIT A-2
ADDENDUM TO LEASE BETWEEN
SUNSET OFFICE LIMITED PARTNERSHIP
AND
VULCAN NORTHWEST, INC.
FLOOR PLAN OF ORIGINAL PREMISES AND FIRST ADDITION
[FLOOR PLAN OMITTED]
EXHIBIT A-2 PAGE 1 OF 1
LEASE AMENDMENT NO.3
This Amendment No. 3 is to that certain Lease Agreement dated March 4, 1992, as
amended by Lease Amendment No. 1 dated August 21, 1992, as amended by Lease
Amendment No. 2 dated August 4, 1993, and assigned to STARWAVE CORPORATION by
Lease Assignment and Assumption Agreement dated August 31, 1993 ("Lease"),
between SUNSET OFFICE LIMITED PARTNERSHIP, a Washington limited partnership,
whose interest under the Lease has been assigned to OBAYASHI CORPORATION, a
Japan corporation ("Landlord"), and VULCAN NORTHWEST, INC., a Washington
corporation ("Tenant"), covering space on the fourth floor of Sunset Corporate
Campus, Building 1, 00000 X.X. Xxxxxxxx Xxx, Xxxxxxxx, Xxxxxxxxxx. The terms
used herein shall have the same meaning as set forth in the Lease except as
otherwise specified.
As parties hereto, Landlord and Tenant hereby agree to further amend the Lease
as follows:
Section 1(b) of the Lease "Premises" shall be amended to read:
"CONSISTING OF THE AREA ON THE THIRD AND FOURTH FLOOR(S) OF THE
BUILDING,...."
Section 1(c) of the Lease "Rentable Area of the Premises" shall be amended
to read:
"39,413 NET RENTABLE SQUARE FEET."
Section 1(j) of the Lease "Notice Addresses" shall be amended to read:
"LANDLORD: OBAYASHI CORPORATION
C/O WRIGHT RUNSTAD & COMPANY
00000 X.X. XXXXXXXX XXX, XXXXX 000
XXXXXXXX, XXXXXXXXXX 00000"
Section 1(k) of the Lease "Exhibits" shall be amended by the addition of:
"EXHIBIT A3 - FLOOR PLAN OF PREMISES ADDED BY LEASE AMENDMENT XX.0
XXXXXXX X0 - XXXXXX IMPROVEMENTS FOR PREMISES ADDED BY LEASE AMENDMENT
NO. 3
EXHIBIT D - DEFINITION OF AREAS A AND B"
Section 2 of the Lease "Premises" shall be amended to read:
"LANDLORD DOES HEREBY LEASE TO TENANT, AND TENANT DOES HEREBY LEASE
FROM
LANDLORD, UPON THE TERMS AND CONDITIONS SET FORTH, THE PREMISES
DESCRIBED IN
SECTION 1(B) HEREOF AS SHOWN ON EXHIBIT A-2 AND EXHIBIT A3 ATTACHED
HERETO..."
-1-
Exhibit C, Section 1 to the Lease "Rent" shall be amended by the addition of a
new paragraph:
RENT FOR THE PREMISES ON THE THIRD FLOOR OF THE BUILDING
--------------------------------------------------------
THE BASE RENTAL RATE FOR AREAS A AND B AS SHOWN ON EXHIBIT D SHALL BE
TWENTY ONE DOLLARS AND FIFTY CENTS ($21.50) PER NET RENTABLE SQUARE FOOT
PER ANNUM.
THE TOTAL ANNUAL BASE RENT (BASE RENTAL RATE PER NET RENTABLE SQUARE FOOT
PER YEAR MULTIPLIED BY NET RENTABLE AREA OF THE PREMISES) SHALL BE PAID IN
12 EQUAL MONTHLY PAYMENTS AND SHALL BE PAYABLE IN ACCORDANCE WITH SECTION 5
OF THIS LEASE. RENT SHALL BE ADJUSTED FROM TIME TO TIME PURSUANT TO THE
TERMS OF SECTIONS 9 AND 10 OF THIS LEASE.
Area of Premises Initially Occupied ("Area A") as shown on Exhibit D:
---------------------------------------------------------------------
NET RENTABLE AREA: APPROXIMATELY 5,528 NET RENTABLE SQUARE FEET.
RENT COMMENCEMENT DATE: RENT SHALL COMMENCE UPON OCCUPANCY, BUT IN NO EVENT
LATER THAN JANUARY 31, 1995.
Area of Premises Not Initially Occupied ("Area B") as shown on Exhibit D:
-------------------------------------------------------------------------
NET RENTABLE AREA: APPROXIMATELY 3,912 NET RENTABLE SQUARE FEET.
RENT COMMENCEMENT DATE: RENT SHALL COMMENCE FOR ANY PORTION OF AREA B UPON
FULL OCCUPANCY OF THE PORTION, BUT IN NO EVENT SHALL RENT FOR AREA B
COMMENCE LATER THAN JUNE 1, 1995."
Exhibit C, Section 2 to the Lease "Parking: Garage Parking" shall be amended to
read:
"GARAGE PARKING. UPON COMMENCEMENT OF OCCUPANCY OF THE PREMISES ADDED BY
LEASE
AMENDMENT NO. 3, TENANT SHALL HAVE THE RIGHT TO LEASE UP TO A TOTAL OF ONE
HUNDRED TWENTY-EIGHT (128) UNASSIGNED PARKING SPACES IN THE BUILDING GARAGE
DURING THE INITIAL AND ANY EXTENDED LEASE TERM AS FOLLOWS:
A. TENANT SHALL HAVE THE RIGHT TO LEASE UP TO A TOTAL OF TWENTY-THREE (23)
UNASSIGNED PARKING SPACES IN THE PARKING AREA LOCATED DIRECTLY BELOW THE
BUILDING. THE MONTHLY RATE FOR SUCH SPACES SHALL BE THIRTY-FIVE DOLLARS
($35.00) PER MONTH PER SPACE PLUS APPLICABLE SALES TAX. SUCH RATE IS
SUBJECT TO CHANGE FROM TIME TO TIME AS DETERMINED BY LANDLORD.
B. TENANT SHALL HAVE THE RIGHT TO LEASE UP TO A TOTAL OF ONE HUNDRED FIVE
(105) UNASSIGNED PARKING SPACES IN THE STRUCTURED BELOW-GRADE PARKING
ADJACENT TO THE BUILDING. THE MONTHLY RATE FOR SUCH SPACES SHALL BE TWENTY
DOLLARS ($20.00) PER MONTH PER SPACE PLUS APPLICABLE SALES TAX. SUCH RATE
IS SUBJECT TO CHANGE FROM TIME TO TIME AS DETERMINED BY LANDLORD.
Exhibit C, Section 10 to the Lease "Right of Second Offer" shall be deleted.
Exhibit C to the Lease shall be amended by the addition of a new section,
Section 12 "Tenant Improvement Allowance for Premises Added by Lease Amendment
No. 3:"
"LANDLORD SHALL PROVIDE TENANT A TENANT IMPROVEMENT ALLOWANCE IN ACCORDANCE
WITH EXHIBIT B4, SECTION II., PARAGRAPH B. ATTACHED HERETO."
-2-
All other terms and conditions of the original Lease shall remain in effect and
be applicable to the above Amendment.
This Amendment is effective January 1, 1995.
Dated this 30th day of October, 1994.
LANDLORD: OBAYASHI CORPORATION
By: /s/ Xxxxx Xxxxx
Its: Attorney-in Fact
TENANT: STARWAVE CORPORATION
By: /s/ Xxxx Xxxxx
Its: V.P., Business & Legal
-3-
LANDLORD ACKNOWLEDGEMENT
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On November 2, 1994, before me, XXXXXXXX XXXX XXXXXXXXXX a Notary in and for
said State, personally appeared XXXXX XXXXX, personally known to me to be the
person whose name is subscribed to the within instrument and acknowledged to me
that he executed the same in his authorized capacity, and that by his signature
on the instrument, the person, or the entity upon behalf of which the person
acted, executed the instrument.
WITNESS my hand and official seal.
[NOTARY PUBLIC SEAL]
/s/ Xxxxxxxx Xxxx Xxxxxxxxxx
Notary Public in and for said State
TENANT CORPORATE ACKNOWLEDGEMENT
STATE OF Washington )
) ss.
COUNTY OF King )
THIS IS TO CERTIFY that on this 31st day of October, 1994, before me, the
undersigned, a notary public in and for the state of Washington, duly
commissioned and sworn, personally appeared Xxxx X. Xxxxx, to me known to be the
Vice President, Business & Legal Affairs of Starwave Corporation, the
corporation that executed the within and foregoing instrument, and acknowledged
the said instrument to be the free and voluntary act and deed of said
corporation for the uses and purposes therein mentioned, and on oath stated that
he/she was authorized to execute said instrument, and that the seal affixed, if
any, is the corporate seal of said corporation.
WITNESS my hand and official seal the day and year in this certificate first
above written.
[NOTARY PUBLIC SEAL]
/s/ Xxxxxx X. Xxxxxx signature
Xxxxxx X. Xxxxxx printed name
Notary public in and for the State of Washington,
residing at Maple Valley, WA
My appointment expires 2/28/98
EXHIBIT A
Addendum to Lease between
OBAYASHI CORPORATION (LANDLORD)
and
STARWAVE CORPORATION (TENANT)
FLOOR PLAN OF PREMISES ADDED BY LEASE AMENDMENT XX.0
XXXXX 0
0,000 Xxx Xxxxxxxx Xxxxxx Feet
[FLOOR PLAN OMITTED]
Exhibit A3, Page 1 of 1
EXHIBIT B-3
TO
SUNSET CORPORATE CAMPUS
LEASE AGREEMENT
TENANT IMPROVEMENTS FOR FIRST ADDITION
I. IMPROVEMENTS PROVIDED BY LANDLORD
Landlord agrees to provide the following improvements in the First Addition
A. Completed Public and/or Core Areas as outlined in Exhibit A-2,
finished in accordance with plans and specifications for the Building.
(1) Plumbing: Men's restrooms, women's restrooms, and drinking
fountains installed in accordance with the plans and
specifications for the Building.
(2) Electrical: Total electrical service for each floor shall include
two electrical closets, each with 38, 20-ampere, single-pole,
120-volt circuits.
B. Tenant's Unimproved Area as outlined in Exhibit A-2 has been completed
as outlined in items (1) through (6) below:
(1) Walls: Core walls pre-taped to be finished under tenant
improvements. Columns and perimeter walls covered with gypsum
wallboard ready for tape and paint.
(2) Floor: Prepared to receive carpet. Floor loading capacities: 80
pounds per square foot live load; 20 pounds per square foot
partition load.
(3) Mechanical - Primary System: Includes cooling duct distribution
loop installed through terminal VAV boxes and thermostats in
ceiling plenum for building standard layout and quantities. The
building standard mechanical system is designed to accommodate
heating loads generated by lights (1.7 xxxxx per square foot) and
electrical equipment (2.5 xxxxx per square foot) up to 4.2 xxxxx
per square foot. If Tenant's design or use of the First Addition
results in concentrated electrical loads in excess of 2.5 xxxxx
per square foot (e.g., data processing areas, conference rooms
and machine rooms) and/or Tenant's design or use of the First
Addition extends beyond Normal Business Hours, then the cost of
any additional engineering design and installation of mechanical
equipment and/or controls required to handle such excess shall be
part of the cost borne by Tenant pursuant to Section II of this
Exhibit B-3.
(4) Mechanical - Secondary System: Supplemental condenser water loop
using closed circuit fluid coolers, risers stubbed out at each
floor. The system is sized at 15 tons per floor and shall be
allocated at 1/2 ton per each 1,000 square feet of Tenant's
Unimproved Area.
(5) Plumbing: Three waste and vent risers to accommodate waste from
sinks and dishwashers.
(6) Fire Sprinklers: Primary distribution loop with turned-down
finished heads to minimum code required. Building standard layout
and quantities on each floor.
(7) Electrical: Electrical conduit and junction boxes distributed
throughout using building standard layout and quantities.
(8) Ceiling: Building standard suspended ceiling grid system
installed in a 4' x 4' pattern.
The value of the tenant improvements portion of the work itemized in
this Section I.B. is $4.00 per square foot of Tenant's Unimproved
Area.
Exhibit B-3 Page 1 of 5
II. OTHER TENANT IMPROVEMENTS AND LANDLORD'S ALLOWANCE
A. Design and construction of all improvements in the First Addition
beyond those listed in Section I of this Exhibit B-3 shall be provided
at Tenant's cost and shall include, but not be limited to: Any
modifications and/or additions to the tenant improvements itemized in
Section I.B. above, architectural and engineering design, partitions
(including one-half (1/2) the cost of any public corridor or demising
partition enclosing the Tenant's Unimproved Area), doors, door frames,
hardware, paint, wall coverings, base, ceilings, lights, mechanical
distribution, diffusers, thermostats, sprinkler distribution,
sprinkler heads, emergency speakers, fire extinguishers and cabinets,
telephone and electrical outlets, light switches, window coverings,
floor coverings, all applicable permit fees and sales tax.
B. In addition to the cost for improvements constructed during shell and
core as specified in Section I.B. above, Landlord shall provide Tenant
a tenant improvement allowance of up to $ 27.00 per square foot of
Tenant's Unimproved Area to be credited against the cost of
improvements provided pursuant to Section II.A. of this Exhibit B-3.
Landlord's reimbursement will be made by crediting the amount to be
reimbursed against the last payment due from Tenant in accordance with
Section IV.B. of this Exhibit B-3.
III. DESIGN OF TENANT IMPROVEMENTS
At Landlord's expense Tenant shall retain the services of a qualified
office planner, approved by Landlord, to prepare the necessary drawings for
Basic Plans and supply the information necessary to complete the Working
Drawings and Engineering Drawings referred to in Section III.B. of this
Exhibit B-3 for construction of the tenant improvements in Tenant's
Unimproved Area. All Tenant's plans shall be subject to approval of
Landlord in accordance with Section III.C. of this Exhibit B-3.
Tenant's office planner shall ensure that the work shown on Tenant's plans
is compatible with the basic Building plans and that necessary basic
Building modifications are included in Tenant's plans. Such modifications
shall be subject to the Landlord's approval.
On or before the indicated dates, Tenant shall supply Landlord with one (1)
reproducible copy and five (5) black line prints of the following Tenant
Plans:
Final Space Plans Date: 8/6/93
A. BASIC PLANS DELIVERY DATE: 8/11/93
The Basic Plans due on this date shall be signed by Tenant and
include:
Architectural Floor Plans: These shall be fully dimensioned floor
plans showing partition layout and identifying each room with a number
and each door with a number. The Basic Plans must clearly identify and
locate equipment requiring plumbing or other special mechanical
systems, area(s) subject to above-normal floor loads, special openings
in the floor, and other major or special features.
B. WORKING DRAWINGS DELIVERY DATE: 8/16/93.
On this date, Tenant's office planner shall produce four (4) sets of
Full Working Drawings for construction from the Basic Plans using the
Pin Bar System, which system shall be approved by Landlord for
compatibility with the other Building drawings. The four (4) sets of
Working Drawings due on this date shall be signed by the Tenant and
include all items in the Basic Plans referenced in Section III.A.
above plus the following additional information:
Exhibit B-3 Page 2 of 5
(1) Electrical and Telephone Outlets: Locate all power and telephone
requirements: Dimension the position from a corner and give height
above concrete slab for all critically located outlets. Identify all
dedicated circuits and identify all power outlets greater than 120
volts. For the equipment used in these outlets which require dedicated
circuits and/or which require greater than 120 volts, identify the
type of equipment, the manufacturer's name and the manufacturer's
model number, and submit a brochure for each piece of equipment. Also
identify the manufacturer's name of the telephone system to be used
and the power requirements, size, and location of its processing
equipment.
(2) Reflected Ceiling Plan: Lighting layout showing location and type of
all Building Standard and special lighting fixtures.
(3) Furniture Layout: Layout showing furniture location so that Landlord's
engineer can review the location of all light fixtures.
Landlord's engineers shall prepare plumbing, electrical, heating, air
conditioning and structural plans ("Engineering Drawings") for Tenant's
improvements based on the signed Working Drawings.
C. FINAL PLANS REVIEW DATE: 8/18/93.
On this date, Tenant's office planner shall deliver to Landlord and Tenant
for review and approval four (4) complete sets of Final Plans which will
incorporate the Working Drawings referenced in Section III.B. above, plus
the following additional information:
(1) Millwork Details: These drawings shall be in final form with Tenant's
office planner's title block in the lower right hand corner of the
drawing, and shall include construction details of all cabinets,
paneling, trim, bookcases, and door and jamb details for non-Building
Standard doors and jambs.
(2) Keying Schedules and Hardware Information: This information shall be
in final form and include a Keying Schedule indicating which doors are
locked and which key(s) open each lock, plus an "X" on the side of the
door where the key will be inserted if a keyed door. Complete
specifications for all non-Building Standard hardware will also be
provided.
(3) Room Finish and Color Schedule: This information shall be in final
form and include locations and specifications for all wall finishes,
floor covering and base for each room.
(4) Construction Notes and Specifications: Complete specifications for
every item included except those specified by the Landlord.
D. FINAL PLANS DELIVERY DATE: 8/20/93.
The four (4) sets of Final Plans approved by Landlord and Tenant and due on
this date shall include all the Final Plans referenced in Section III.C.
above. Final Plans are to be signed by Tenant and delivered to Landlord by
the Final Plans Delivery Date. Landlord shall return one (1) signed set to
Tenant for Tenant's records. Landlord will incorporate Engineering Drawings
with Tenant's Final Plans for transmittal to the General Contractor.
Tenant shall be responsible for delays and additional costs in completion
of Tenant's work caused by changes made to any of Tenant's Plans after the
specified Plan Delivery Date or by delays in delivery of special materials
requiring long lead times. Tenant shall further be responsible for such
delays as provided in Section 3(b) of the Lease.
Exhibit B-3 Page 3 of 5
IV. CONSTRUCTION OF TENANT IMPROVEMENTS
A. AUTHORIZATION TO PROCEED. Upon completion of Tenant's Final Plans and
at the request of Tenant, Landlord shall provide to Tenant written
notice of the price for improvements beyond those listed in Section I
of this Exhibit B-3. Within five (5) days of receipt of such notice,
Tenant shall give Landlord written authorization to complete the First
Addition in accordance with such Final Plans. Tenant may in such
authorization delete any or all items of extra cost; however, if
Landlord deems these changes to be extensive, at its option, Landlord
may refuse to accept the authorization to proceed until all changes
have been incorporated in the Final Plans signed by Tenant and written
acceptance of the revised price has been received by Landlord from
Tenant. In the absence of such written authorization to proceed,
Landlord shall not be obligated to commence work on the First Addition
and Tenant shall be responsible for any costs due to any resulting
delay in completion of the First Addition and as provided in Section
3(b) of the Lease.
B. PAYMENTS. Landlord's contractor shall complete Tenant's improvements
in accordance with Tenant's approved Final Plans. Within ten (10) days
after receipt of monthly progress statements from Landlord, Tenant
shall pay the full amount off such progress xxxxxxxx, for all
improvements beyond those listed in Section I of this Exhibit B-3.
Tenant may retain an amount equal to five percent (5%) of the
estimated cost of such improvements from the last payments due
immediately prior to the credit for Landlord's reimbursement. Final
billing shall be rendered and payable within ten (10) days after
acceptance of the First Addition by Tenant in accordance with the
terms of the Lease. Retainage pursuant to the terms of this paragraph
shall be payable with such final billing. In the event acceptance of
the First Addition is subject to punchlist items as provided in the
Lease, a portion of the retainage equal to the cost to complete each
outstanding punchlist item may be retained until such punchlist item
is complete.
C. FINAL PLANS AND MODIFICATIONS. If Tenant shall request any change,
Tenant shall request such change in writing to Landlord and such
request shall be accompanied by all plans and specifications necessary
to show and explain changes from the approved Final Plans. After
receiving this information. Landlord shall give Tenant a written price
for the cost of engineering and design services to incorporate the
change in Tenant's Final Plans. If Tenant approves such price in
writing, Landlord shall have such Final Plans changes made and Tenant
shall promptly pay Landlord for this cost. Promptly upon completion of
such changes in the Final Plans, Landlord shall notify Tenant in
writing of the costs, if any, which shall be chargeable or credited to
Tenant for such change, addition or deletion. The cost for such
changes, whether chargeable or credited to Tenant, shall include a
Landlord coordination fee equal to fifteen percent (15%) of the amount
of such charge, addition or deletion. In the absence of such notice,
Landlord shall proceed in accordance with the previously approved
Final Plans before such change, addition or deletion was requested. In
accordance with Section 3(b) of the Lease, Tenant shall be responsible
for any resulting delay in completion of the First Addition due to
modification of Final Plans. Tenant shall also be responsible for any
demolition work required as a result of the change.
D. IMPROVEMENTS CONSTRUCTED BY TENANT. If any work is to be performed in
connection with Tenant improvements on the First Addition by Tenant or
Tenant's contractor:
(1) Such work shall proceed upon Landlord's written approval of (i)
Tenant's contractor, (ii) public liability and property damage
insurance carried by Tenant's contractor (such insurance shall be
in combined single limits not less that Five Hundred Thousand
Dollars ($500,000) per occurrence and shall name Landlord and
Xxxxxx Runstad & Company as additional insureds), (iii) detailed
plans and specifications for such work, and (iv) amount of
general conditions to be paid by Tenant to Landlord for the
services still provided by Landlord's contractor.
Exhibit B-3 Page 4 of 5
(2) All work shall be done in conformity with a valid building permit
when required, a copy of which shall be furnished for Landlord
before such work is commenced, and in any case, all such work
shall be performed in accordance with all applicable governmental
regulations. Notwithstanding any failure by Landlord to object to
any such work, Landlord shall have no responsibility for Tenant's
failure to meet all applicable regulations.
(3) All work by Tenant or Tenant's contractor shall be done with
union labor in accordance with all union labor agreements
applicable to the trades being employed.
(4) All work by Tenant or Tenant's contractor shall be scheduled
through Landlord.
(5) Tenant or Tenant's contractor shall arrange for necessary
utility, hoisting and elevator service with Landlord's contractor
and shall pay such reasonable charges for such services as may be
charged by Landlord's contractor. This will be included in the
general conditions of Subsection (1)(iv) above.
(6) Tenant shall promptly reimburse Landlord for costs incurred by
Landlord due to faulty work done by Tenant or its contractors, or
by reason of any delays caused by such work, or by reason of
inadequate clean-up.
(7) Prior to commencement of any work on the Premises by Tenant or
Tenant's contractor, Tenant or Tenant's contractor shall enter
into an indemnity agreement and a lien priority agreement
satisfactory to Landlord indemnifying and holding harmless
Landlord and Landlord's contractors for any liability, losses or
damages directly or indirectly from lien claims affecting the
land, the Building or the First Addition arising out of Tenant's
or Tenant's contractor's work or that of subcontractors or
suppliers, and subordinating any such liens to the liens of
construction and permanent financing for the Building.
(8) Landlord shall have the right to post a notice or notices in
conspicuous places in or about the First Addition announcing its
non-responsibility for the work being performed therein.
E. TENANT'S ENTRY TO FIRST ADDITION. Tenant's entry to the First Addition
for any purpose, including without limitation, inspection or
performance of Tenant construction by Tenant's agents, prior to the
Commencement Date as specified in Section 3(a) of the Lease shall be
scheduled in advance with Landlord and shall be subject to all the
terms and conditions of the Lease, except the payment of Rent.
Tenant's entry shall mean entry by Tenant, its officers, contractors,
office planner, licensees, agents, servants, employees, guests,
invitees, or visitors.
F. TENANT'S TELEPHONE. Tenant is responsible for Tenant's telephone
service. Tenant shall select Tenant's telephone system and shall
coordinate its installation with Landlord.
TENANT AND LANDLORD SHALL USE THEIR BEST EFFORTS TO ENSURE THAT THIS
COMMENCEMENT OF OCCUPANCY IS ON OR BEFORE NOVEMBER 1, 1993, THEREFORE, THE
DEADLINES FOR PLANS PER THIS EXHIBIT B-3 AND SUBSEQUENT PROJECTED DEADLINES FOR
THE ACCOMPLISHMENT OF THE ENGINEERING, BIDDING PROCEDURE, AND AWARD OF BID ARE
SIGNIFICANT TO THAT END:
BIDS DUE FROM CONTRACTORS AT CLOSE OF BUSINESS: SEPTEMBER 2, 1993.
BID ANALYSIS AND AWARD: SEPTEMBER 3, 1993.
START OF CONSTRUCTION: SEPTEMBER 6, 1993.
CONSTRUCTION PERIOD: EIGHT WEEKS
COMMENCEMENT OF OCCUPANCY: NOVEMBER 1, 1993.
TENANT SHALL BE RESPONSIBLE FOR DELAYS IN COMPLETION IF SAID DELAYS WERE CAUSED
BY TENANT OR TENANT'S AGENTS.
Exhibit B-3 Page 5 of 5
LEASE AMENDMENT NO. 4
This Amendment No. 4 is to that certain Lease Agreement dated March 4, 1992 as
amended by Lease Amendment No. 1 dated August 21, 1992, as amended by Lease
Amendment No. 2 dated August 4, 1993, and assigned to STARWAVE CORPORATION by
Lease Assignment and Assumption Agreement dated August 31, 1993, as amended by
Lease Amendment No. 3 dated October 30, 1994 ("Lease"), between SUNSET OFFICE
LIMITED PARTNERSHIP, a Washington limited partnership, whose interest under the
Lease has been assigned to OBAYASHI CORPORATION, a Japan corporation
("Landlord"), and VULCAN NORTHWEST, a Washington corporation ("Tenant"),
covering space on the third and fourth floors of Sunset Corporate Campus,
Building I, 00000 X.X. Xxxxxxxx Xxx, Xxxxxxxx, Xxxxxxxxxx. The terms used herein
shall have the same meaning as set forth in the Lease except as otherwise
specified.
As parties hereto, Landlord and Tenant hereby agree to further amend the Lease
as follows:
Section 1(b) of the Lease "Premises" shall be amended to read:
"CONSISTING OF THE AREA ON THE THIRD, FOURTH AND FIFTH FLOORS OF THE
BUILDING, AS OUTLINED ON THE FLOOR PLANS ATTACHED HERETO AS EXHIBIT A
THROUGH EXHIBIT A5, INCLUDING TENANT IMPROVEMENTS, IF ANY, AS
DESCRIBED IN EXHIBIT B THROUGH EXHIBIT B5 ATTACHED HERETO."
Section 1(c) of the Lease "Rentable Area of the Premises" shall be amended
to read:
"12,855 NET RENTABLE SQUARE FEET ON THE THIRD FLOOR; 29,973 NET
RENTABLE SQUARE FEET ON THE FOURTH FLOOR; AND 16,244 NET RENTABLE
SQUARE FEET ON THE FIFTH FLOOR FOR A TOTAL OF 59,072 NET RENTABLE
SQUARE FEET, OF WHICH 2,455 NET RENTABLE SQUARE FEET ON THE THIRD
FLOOR AND 16,244 NET RENTABLE SQUARE FEET ON THE FIFTH FLOOR ARE
SUBJECT TO EXHIBIT C, SECTION 13 OF THIS LEASE, "CONTINGENCIES" (A NEW
SECTION ADDED BY THIS LEASE AMENDMENT NO. 4)."
Section 1(f) of the Lease "Expiration Date" shall be amended to read:
"PREMISES ON FLOOR 3: MAY 31, 2001
PREMISES ON FLOOR 4: MAY 31, 2000.
PREMISES ON FLOOR 5: MAY 31, 2001."
Section 1(k) of the Lease "Exhibits" shall be amended by the addition of:
"EXHIBIT A4 - REVISED FLOOR PLAN OF PREMISES ON THE THIRD FLOOR OF THE
BUILDING
"EXHIBIT A5 - FLOOR PLAN OF PREMISES ON THE FIFTH FLOOR OF THE BUILDING
EXHIBIT B5 - ADDITIONAL TENANT IMPROVEMENTS PROVIDED FOR IN LEASE
AMENDMENT NO. 4"
-1-
Section 10(a) of the Lease "Costs of Operations and Real Estate Taxes,
Additional Rent" shall be amended to read:
"COMMENCING JUNE 8, 1992 AND CONTINUING THROUGH AUGUST 3, 1993, TENANT
SHALL PAY AS ADDITIONAL RENT ITS PRO RATA SHARE OF INCREASES IN OPERATING
COSTS AND TAXES IN EXCESS OF $5.00 PER RENTABLE SQUARE FOOT ("BASE
AMOUNT").
"COMMENCING AUGUST 4, 1993 AND CONTINUING THROUGH MAY 31, 1997, TENANT
SHALL PAY AS ADDITIONAL RENT ITS PRO RATA SHARE OF INCREASES IN OPERATING
COSTS AND TAXES IN EXCESS OF $5.75 PER RENTABLE SQUARE FOOT ("BASE AMOUNT")
"COMMENCING JUNE 1, 1997 AND CONTINUING THROUGH THE EXPIRATION DATE OF THIS
LEASE, TENANT SHALL PAY AS ADDITIONAL RENT ITS PRORATA SHARE OF INCREASES
IN OPERATING COSTS AND TAXES IN EXCESS OF THE ACTUAL OPERATING COSTS
ALLOCABLE TO THE PREMISES IN CALENDAR YEAR 1997 ("BASE AMOUNT")."
Section 16(a) of the Lease "Insurance" shall be amended to read:
"(A) LIABILITY INSURANCE. TENANT SHALL, THROUGHOUT THE TERM OF THIS LEASE
AND ANY RENEWAL HEREOF, AT ITS OWN EXPENSE, KEEP AND MAINTAIN IN FULL FORCE
AND EFFECT, A POLICY OF COMMERCIAL GENERAL LIABILITY (OCCURRENCE FORM)
INSURANCE, INCLUDING CONTRACTUAL LIABILITY INSURING TENANT'S ACTIVITIES
UPON, IN OR ABOUT THE PREMISES OR THE BUILDING AGAINST CLAIMS OF BODILY
INJURY OR DEATH OR PROPERTY DAMAGE OR LOSS WITH A COMBINED SINGLE LIMIT OF
NOT LESS THAN THREE MILLION DOLLARS ($3,000,000) PER OCCURRENCE AND FIVE
MILLION DOLLARS ($5,000,000) IN THE AGGREGATE. LANDLORD AND XXXXXX RUNSTAD
& COMPANY SHALL BE ADDITIONAL INSUREDS."
The Lease shall be amended by the addition of a new Section, Section 37,
"Telecommunications Lines and Equipment:"
37. TELECOMMUNICATIONS LINES AND EQUIPMENT
"(A) LOCATION OF TENANT'S EQUIPMENT AND LANDLORD CONSENT:
(I) TENANT MAY INSTALL, MAINTAIN, REPLACE, REMOVE AND USE COMMUNICATIONS
OR COMPUTER WIRES, CABLES AND RELATED DEVICES (COLLECTIVELY, THE "LINES")
AT THE BUILDING IN OR SERVING THE PREMISES, ONLY WITH LANDLORD'S PRIOR
WRITTEN CONSENT, WHICH CONSENT MAY NOT BE UNREASONABLY WITHHELD AFTER
CONSIDERATION OF, BUT NOT LIMITED TO, THE FACTORS IN (II) BELOW. TENANT
SHALL LOCATE ALL ELECTRONIC TELECOMMUNICATIONS EQUIPMENT WITHIN THE
PREMISES. ANY REQUEST FOR CONSENT SHALL CONTAIN DETAILED PLANS, DRAWINGS
AND SPECIFICATIONS IDENTIFYING ALL WORK TO BE PERFORMED, THE TIME SCHEDULE
FOR COMPLETION OF THE WORK, THE IDENTITY OF THE ENTITY THAT WILL PROVIDE
SERVICE TO THE LINES AND THE IDENTITY OF THE ENTITY THAT WILL PERFORM THE
PROPOSED WORK (WHICH ENTITY SHALL BE SUBJECT TO LANDLORD'S APPROVAL).
LANDLORD SHALL HAVE A REASONABLE TIME IN WHICH TO EVALUATE THE REQUEST
AFTER IT IS SUBMITTED BY TENANT.
-2-
(II) WITHOUT IN ANY WAY LIMITING LANDLORD'S RIGHT TO WITHHOLD ITS CONSENT,
LANDLORD MAY CONSIDER THE FOLLOWING FACTORS, AMONG OTHERS, IN MAKING ITS
DETERMINATION: (A) THE EXPERIENCE, QUALIFICATIONS AND PRIOR WORK PRACTICE
OF THE PROPOSED CONTRACTOR AND ITS ABILITY TO PROVIDE SUFFICIENT
INSURANCE COVERAGE FOR ITS WORK AT THE BUILDING; (B) WHETHER OR NOT THE
PROPOSED WORK WILL INTERFERE WITH THE USE OF ANY THEN EXISTING LINES AT
THE BUILDING; (C) WHETHER OR NOT AN ACCEPTABLE NUMBER OF SPARE LINES AND
SPACE FOR ADDITIONAL LINES SHALL BE MAINTAINED FOR EXISTING AND FUTURE
OCCUPANTS OF THE BUILDING; (D) A REQUIREMENT THAT TENANT REMOVE EXISTING
ABANDONED LINES LOCATED IN OR SERVICING THE PREMISES, AS A CONDITION TO
PERMITTING THE INSTALLATION OF NEW LINES; (E) WHETHER OR NOT TENANT IS IN
DEFAULT OF ANY OF ITS OBLIGATIONS UNDER THE LEASE; (F) WHETHER THE
PROPOSED WORK OR RESULTING LINES WILL IMPOSE NEW OBLIGATIONS ON LANDLORD,
EXPOSE LANDLORD TO LIABILITY OF ANY NATURE OR DESCRIPTION, INCREASE
LANDLORD'S INSURANCE PREMIUMS FOR THE BUILDING, CREATE LIABILITIES FOR
WHICH LANDLORD IS UNABLE TO OBTAIN INSURANCE PROTECTION OR IMPERIL
LANDLORD'S INSURANCE COVERAGE; (G) WHETHER TENANT'S PROPOSED SERVICE
PROVIDER IS WILLING TO PAY REASONABLE MONETARY COMPENSATION FOR THE USE
AND OCCUPATION OF THE BUILDING; AND (H) WHETHER THE WORK OR RESULTING
LINES WOULD ADVERSELY AFFECT THE LAND, BUILDING OR ANY SPACE IN THE
BUILDING IN ANY MANNER.
(III) LANDLORD'S APPROVAL OF, OR REQUIREMENTS CONCERNING, THE LINES OR ANY
EQUIPMENT RELATED THERETO, THE PLANS, SPECIFICATIONS OR DESIGNS RELATED
THERETO, THE CONTRACTOR OR SUBCONTRACTOR, OR THE WORK PERFORMED
HEREUNDER, SHALL NOT BE DEEMED A WARRANTY AS TO THE ADEQUACY THEREOF, AND
LANDLORD HEREBY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR THE SAME.
LANDLORD DISCLAIMS ALL RESPONSIBILITY FOR THE CONDITION OR UTILITY OF THE
INTRA-BUILDING NETWORK CABLING ("INC") AND MAKES NO REPRESENTATION
REGARDING THE SUITABILITY OF THE INC FOR TENANT'S INTENDED USE.
(IV) IF LANDLORD CONSENTS TO TENANT'S PROPOSAL, TENANT SHALL (A) PAY ALL COSTS
IN CONNECTION THEREWITH (INCLUDING ALL COSTS RELATED TO NEW LINES); (B)
COMPLY WITH ALL REQUIREMENTS AND CONDITIONS OF THIS SECTION; (C) USE,
MAINTAIN AND OPERATE THE LINES AND RELATED EQUIPMENT IN ACCORDANCE WITH
AND SUBJECT TO ALL LAWS GOVERNING THE LINES AND EQUIPMENT. TENANT SHALL
FURTHER INSURE THAT (I) TENANT'S CONTRACTOR COMPLIES WITH THE PROVISIONS
OF THIS SECTION AND LANDLORD'S REASONABLE REQUIREMENTS GOVERNING ANY WORK
PERFORMED; (II) TENANT'S CONTRACTOR PROVIDES ALL INSURANCE REQUIRED BY
LANDLORD; (III) ANY WORK PERFORMED SHALL COMPLY WITH ALL LAWS; AND (IV)
AS SOON AS THE WORK IN COMPLETED, TENANT SHALL SUBMIT "AS-BUILT" DRAWINGS
TO LANDLORD.
(V) LANDLORD RESERVES THE RIGHT TO REQUIRE THAT TENANT REMOVE ANY LINES
LOCATED IN OR SERVING THE PREMISES WHICH ARE INSTALLED IN VIOLATION OF
THESE PROVISIONS, OR WHICH ARE AT ANY TIME IN VIOLATION OF ANY LAWS OR
PRESENT A DANGEROUS OR POTENTIALLY DANGEROUS CONDITION (WHETHER SUCH
LINES WERE INSTALLED BY TENANT OR ANY OTHER PARTY), WITHIN THREE (3) DAYS
AFTER WRITTEN NOTICE SPECIFYING THE CONDITION, PROVIDED THAT TENANT DOES
NOT FIRST CURE THE CONDITION WITHIN FIVE (5) DAYS AFTER SUCH NOTICE.
(B) LANDLORD'S RIGHTS:
LANDLORD MAY (BUT SHALL NOT HAVE THE OBLIGATION TO):
(I) INSTALL NEW LINES AT THE BUILDING;
(II) CREATE ADDITIONAL SPACE FOR LINES AT THE BUILDING; AND
(III) DIRECT, MONITOR AND/OR SUPERVISE THE INSTALLATION, MAINTENANCE,
REPLACEMENT AND REMOVAL OF, THE ALLOCATION AND PERIODIC RE-ALLOCATION OF
AVAILABLE SPACE (IF ANY) FOR, AND THE ALLOCATION OF EXCESS CAPACITY (IF
ANY) ON, ANY LINES NOW
-3-
OR HEREAFTER INSTALLED AT THE BUILDING BY LANDLORD, TENANT OR ANY OTHER PARTY
(BUT LANDLORD SHALL HAVE NO RIGHT TO MONITOR OR CONTROL THE INFORMATION
TRANSMITTED THROUGH SUCH LINES) PROVIDED SUCH ACTIVITY BY LANDLORD DOES NOT
DISRUPT OR OTHERWISE INTERFERE WITH TENANT'S ABILITY TO CONDUCT ITS BUSINESS.
(C) INDEMNIFICATION:
IN ADDITION TO ANY OTHER INDEMNIFICATION OBLIGATIONS UNDER THE LEASE,
TENANT SHALL INDEMNIFY AND HOLD HARMLESS LANDLORD AND ITS EMPLOYEES,
AGENTS, OFFICERS, AND CONTRACTORS FROM AND AGAINST ANY AND ALL CLAIMS,
DEMANDS, PENALTIES, FINES, LIABILITIES, SETTLEMENTS, DAMAGES, COSTS OR
EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR IN ANY
WAY RELATED TO THE ACTS AND OMISSIONS OF TENANT, TENANT'S OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS, SUBTENANTS, AND
INVITEES WITH RESPECT TO: (I) ANY LINES OR EQUIPMENT RELATED THERETO
SERVING TENANT IN THE BUILDING; (II) ANY PERSONAL INJURY (INCLUDING
WRONGFUL DEATH) OR PROPERTY DAMAGE ARISING OUT OF OR RELATED TO ANY LINES
OR EQUIPMENT RELATED THERETO SERVING TENANT IN THE BUILDING; (III) ANY
LAWSUIT BROUGHT OR THREATENED, SETTLEMENT REACHED, OR GOVERNMENTAL ORDER,
FINE OR PENALTY RELATING TO SUCH LINES OR EQUIPMENT RELATED THERETO; AND
(IV) ANY VIOLATIONS OR LAWS OR DEMANDS OF GOVERNMENTAL AUTHORITIES, OR ANY
REASONABLE POLICIES OR REQUIREMENT OF LANDLORD, WHICH ARE BASED UPON OR IN
ANY WAY RELATED TO SUCH LINES OR EQUIPMENT. THIS INDEMNIFICATION AND HOLD
HARMLESS AGREEMENT SHALL SURVIVE THE TERMINATION OF THE LEASE.
(D) LIMITATION OF LIABILITY:
EXCEPT TO THE EXTENT ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF LANDLORD OR LANDLORD'S AGENTS OR EMPLOYEES, LANDLORD SHALL
HAVE NO LIABILITY FOR DAMAGES ARISING FROM, AND LANDLORD DOES NOT WARRANT
THAT THE TENANT'S USE OF ANY LINES WILL BE FREE FROM THE FOLLOWING
(COLLECTIVELY CALLED "LINE PROBLEMS"): (I) ANY SHORTAGES, FAILURES,
VARIATIONS, INTERRUPTIONS, DISCONNECTIONS, LOSS OR DAMAGE CAUSED BY THE
INSTALLATION, MAINTENANCE, OR REPLACEMENT, USE OR REMOVAL OF LINES BY OR
FOR OTHER TENANTS OR OCCUPANTS AT THE BUILDING, BY ANY FAILURE OF THE
ENVIRONMENTAL CONDITIONS OR THE POWER SUPPLY FOR THE BUILDING TO CONFORM TO
ANY REQUIREMENT OF THE LINES OR ANY ASSOCIATED EQUIPMENT, OR ANY OTHER
PROBLEMS ASSOCIATED WITH ANY LINES BY ANY OTHER CAUSE; (II) ANY FAILURE OF
ANY LINES TO SATISFY TENANT'S REQUIREMENTS; OR (III) ANY EAVESDROPPING OR
WIRE-TAPPING BY UNAUTHORIZED PARTIES. LANDLORD IN NO EVENT SHALL BE LIABLE
FOR DAMAGES BY REASON OF LOSS OF PROFITS, BUSINESS INTERRUPTION OR OTHER
CONSEQUENTIAL DAMAGE ARISING FROM ANY LINE PROBLEMS. UNDER NO CIRCUMSTANCES
SHALL ANY LINE PROBLEMS BE DEEMED AN ACTUAL OR CONSTRUCTIVE EVICTION OF
TENANT, RENDER LANDLORD LIABLE TO TENANT FOR ABATEMENT OF RENT, OR RELIEVE
TENANT FROM PERFORMANCE OF TENANT'S OBLIGATIONS UNDER THE LEASE.
(E) ELECTROMAGNETIC FIELDS:
IF TENANT AT ANY TIME USES ANY EQUIPMENT THAT MAY CREATE AN ELECTROMAGNETIC
FIELD EXCEEDING THE NORMAL INSULATION RATINGS OF ORDINARY TWISTED PAIR
RISER CABLE OR CAUSE RADIATION HIGHER THAN NORMAL BACKGROUND RADIATION,
LANDLORD RESERVES THE RIGHT TO REQUIRE TENANT TO APPROPRIATELY INSULATE THE
LINES THEREFORE (INCLUDING RISER CABLES) TO PREVENT SUCH EXCESSIVE
ELECTROMAGNETIC FIELDS OR RADIATION."
-4-
Exhibit C, Section 1 of the Lease "Rent" shall be amended by the addition of:
"COMMENCING JUNE 1, 1997, THE BASE RENTAL RATE FOR THE PREMISES SHALL BE
TWENTY-THREE DOLLARS AND FIFTY CENTS ($23.50) PER NET RENTABLE SQUARE FOOT
PER ANNUM."
Exhibit C, Section 3 of the Lease "Option to Extend Lease Term" shall be amended
to read:
"TENANT SHALL HAVE THE RIGHT, TO BE EXERCISED AS HEREINAFTER PROVIDED, TO
EXTEND THE TERM OF THIS LEASE ("EXTENSION OPTION") FOR THE ENTIRE PREMISES
INCLUDING ANY PORTIONS ADDED BY EXERCISE OF THE EXPANSION OPTION FOR ONE
(1) PERIOD OF TWO (2) YEARS ..."
Exhibit C, Section 5 of the Lease, "Right of First Offer" shall be amended as
follows:
TENANT SHALL HAVE THE FOLLOWING RIGHTS OF FIRST OFFER ON THE THIRD AND
FIFTH FLOORS OF THE BUILDING:
FLOOR THREE: 10,656 NRSF (CURRENTLY OCCUPIED BY SILICON GRAPHICS)
FLOOR THREE: 5,693 NRSF (CURRENTLY OCCUPIED BY XXXXXX BREWING
COMPANY)
FLOOR THREE: 768 NRSF (CURRENTLY OCCUPIED BY N. AMER. DENTAL
REFERRAL)
FLOOR FIVE: 7,550 NRSF (CURRENTLY OCCUPIED BY LOTUS DEVELOPMENT
CORP)
FLOOR FIVE: 3,147 NRSF (CURRENTLY OCCUPIED BY SILICON GRAPHICS,
INC.)
NOTE: TENANT'S RIGHT OF FIRST OFFER ON 3,147 NRSF ON FLOOR FIVE
(CURRENTLY OCCUPIED BY SILICON GRAPHICS INC.) IS SUBJECT TO AN
EXISTING RIGHT OF FIRST OFFER HELD BY LOTUS DEVELOPMENT
CORPORATION FOR THE SAME SPACE.
A. NOTICE: UPON PROPOSING SUCH SPACE TO AN INTERESTED PARTY LANDLORD
SHALL NOTIFY TENANT IN WRITING. WITHIN FIVE (5) BUSINESS DAYS AFTER
RECEIPT OF SUCH NOTICE, TENANT SHALL GIVE LANDLORD WRITTEN NOTICE OF
ITS ACCEPTANCE OF THE OFFER TO LEASE SUCH SPACE UPON THE TERMS AND
CONDITIONS STATED HEREIN. IF, WITHIN SUCH FIVE (5) BUSINESS DAYS,
TENANT SHALL EITHER FAIL TO GIVE SUCH NOTICE OR GIVE NOTICE OF ITS
REJECTION OF THE OFFER, LANDLORD MAY, WITHOUT FURTHER NOTICE TO
TENANT, LEASE SUCH SPACE TO OTHER INTERESTED PARTIES.
B. RENTAL RATE: TENANT'S THEN CURRENT RENTAL RATE (BASE RATE PLUS
ADDITIONAL RENT).
C. EXPIRATION DATE: MAY 31, 2001.
-5-
D. TENANT IMPROVEMENT ALLOWANCE:
1. FLOOR THREE - 10,656 NRSF (CURRENTLY OCCUPIED BY SILICON GRAPHICS)
-------------------------
I. TERM OF THREE OR MORE YEARS: $5.00 PER NET RENTABLE SQUARE FOOT.
II. TERM OF LESS THAN THREE YEARS: THE ALLOWANCE STATED IN D.(1)(I)
ABOVE MULTIPLIED BY THE NUMBER OF MONTHS IN THE LEASE TERM FOR
SUCH SPACE, THE PRODUCT OF WHICH SHALL BE DIVIDED BY 48.
2. FLOOR THREE - 5,693 NRSF (CURRENTLY OCCUPIED BY XXXXXX BREWING CO.)
------------------------
I. TERM OF THREE OR MORE YEARS: $7.50 PER NET RENTABLE SQUARE FOOT.
II. TERM OF LESS THAN THREE YEARS: THE ALLOWANCE STATED IN D.(2)(I)
ABOVE MULTIPLIED BY THE NUMBER OF MONTHS IN THE LEASE TERM FOR
SUCH SPACE, THE PRODUCT OF WHICH SHALL BE DIVIDED BY 48.
3. FLOOR THREE - 768 NRSF (CURRENTLY OCCUPIED BY N. AMER DENTAL REF.)
----------------------
I. TERM OF THREE OR MORE YEARS: $7.50 PER NET RENTABLE SQUARE FOOT.
II. TERM OF LESS THAN THREE YEARS: THE ALLOWANCE STATED IN D.(3)(I)
ABOVE MULTIPLIED BY THE NUMBER OF MONTHS IN THE LEASE TERM FOR
SUCH SPACE, THE PRODUCT OF WHICH SHALL BE DIVIDED BY 48.
4. FLOOR THREE - 2,455 NRSF (CURRENTLY LEASED BY COMPUSERVE AND SUBLEASE
------------------------
TO TENANT)
I. TERM OF THREE OR MORE YEARS: $2.00 PER NET RENTABLE SQUARE FOOT.
II. TERM OF LESS THAN THREE YEARS: THE ALLOWANCE STATED IN D.(4)(I)
ABOVE MULTIPLIED BY THE NUMBER OF MONTHS IN THE LEASE TERM FOR
SUCH SPACE, THE PRODUCT OF WHICH SHALL BE DIVIDED BY 48.
5. FLOOR FIVE - 7,550 NRSF (CURRENTLY OCCUPIED BY LOTUS DEVELOPMENT
-----------------------
CORPORATION)
I. TERM OF THREE OR MORE YEARS: $8.00 PER NET RENTABLE SQUARE FOOT.
II. TERM OF LESS THAN THREE YEARS: THE ALLOWANCE STATED IN D.(5)(I)
ABOVE MULTIPLIED BY THE NUMBER OF MONTHS IN THE LEASE TERM FOR
SUCH SPACE, THE PRODUCT OF WHICH SHALL BE DIVIDED BY 48.
6. FLOOR FIVE - 3,147 NRSF (CURRENTLY OCCUPIED BY SILICON GRAPHICS, INC.)
-----------------------
I. TERM OF THREE OR MORE YEARS: $5.00 PER NET RENTABLE SQUARE FOOT.
II. TERM OF LESS THAN THREE YEARS: THE ALLOWANCE STATED IN D.(6)(I)
ABOVE MULTIPLIED BY THE NUMBER OF MONTHS IN THE LEASE TERM FOR
SUCH SPACE, THE PRODUCT OF WHICH SHALL BE DIVIDED BY 48.
-6-
Exhibit C, shall be amended by the addition of a new section, Section 13,
"Contingencies" as follows:
13. CONTINGENCIES
LANDLORD AND TENANT UNDERSTAND AND AGREE THAT THE PREMISES ON FLOOR THREE
INCLUDES 2,455 NET RENTABLE SQUARE FEET ("CONTINGENT PREMISES #1") AND THE
PREMISES ON FLOOR FIVE INCLUDES 16,244 NET RENTABLE SQUARE FEET
("CONTINGENT PREMISES #2") BOTH ADDED BY THIS LEASE AMENDMENT NO. 4, AND
UPON WHICH THERE ARE CERTAIN CONTINGENCIES, WHICH COULD AFFECT LANDLORD'S
ABILITY TO OFFER SUCH SPACES FOR LEASE TO TENANT. THEREFORE, THE ACTUAL
TOTAL NET RENTABLE SQUARE FOOTAGE ADDED BY THIS LEASE AMENDMENT NO. 4 IS
SUBJECT TO THE FOLLOWING CONTINGENCIES.
A. CONTINGENT PREMISES #1:
1. CONTINGENT PREMISES #1 IS CURRENTLY LEASED TO COMPUSERVE, WHO
HAS, IN TURN, SUBLEASED IT TO TENANT AT THIS TIME. THE CURRENT
LEASE ON THE CONTINGENT PREMISES EXPIRES SEPTEMBER 30, 1997.
CONTINGENT PREMISES 1 SHALL NOT BECOME A PART OF TENANT'S
PREMISES UNTIL OCTOBER 1, 1997, OR SUCH EARLIER DATE OF
TERMINATION OF THE COMPUSERVE LEASE, AT WHICH TIME IT SHALL BE
INCLUDED IN THE TOTAL NET RENTABLE SQUARE FEET INCLUDED UNDER
THIS LEASE, AND SHALL BE SUBJECT TO ALL THE TERMS AND CONDITIONS
OF THIS LEASE AMENDMENT NO. 4, INCLUDING TENANT IMPROVEMENTS AND
EXPIRATION DATE.
2. CONTINGENT PREMISES #1 IS ENCUMBERED BY AN EXPANSION OPTION HELD
BY ADJACENT TENANT, SILICON GRAPHICS. IF SILICON GRAPHICS CHOOSES
TO EXERCISE ITS EXPANSION OPTION FOR CONTINGENT PREMISES #1, THEN
CONTINGENT PREMISES #1 WILL NOT BECOME A PART OF THE PREMISES
CONTEMPLATED BY THIS LEASE. IN THAT EVENT, CONTINGENT PREMISES #1
WILL BECOME A PART OF THE FIRST RIGHT OF FIRST OFFER SPACE
SPECIFIED IN SECTION 5 OF THIS LEASE AMENDMENT NO. 4, AND SHALL
BE SUBJECT TO ALL THE TERMS AND CONDITIONS SPECIFIED IN SECTION
5, INCLUDING THE TENANT IMPROVEMENT ALLOWANCE SPECIFIED IN
SECTION 5(D)4.
B. CONTINGENT PREMISES #2: CONTINGENT PREMISES #2 IS ENCUMBERED BY A
RIGHT OF FIRST OFFER HELD BY ADJACENT TENANT, LOTUS DEVELOPMENT
CORPORATION. IF LOTUS DEVELOPMENT CORPORATION CHOOSES TO EXERCISE ITS
RIGHT OF FIRST OFFER FOR CONTINGENT PREMISES #2, THEN CONTINGENT
PREMISES #2 WILL NOT BECOME A PART OF THE PREMISES CONTEMPLATED BY
THIS LEASE. IN THAT EVENT CONTINGENT PREMISE #2 WILL BECOME A PART OF
THE FOURTH RIGHT OF FIRST OFFER SPACE SPECIFIED IN SECTION 5 OF THE
LEASE AMENDMENT NO. 4, AND SHALL BE SUBJECT TO ALL THE TERMS AND
CONDITIONS SPECIFIED IN SECTION 5, INCLUDING THE TENANT IMPROVEMENT
ALLOWANCE SPECIFIED IN SECTION 5 (D) 5.
THE OUTCOME OF THE CONTINGENCIES SPECIFIED HEREIN SHALL HAVE NO EFFECT ON
THE BALANCE OF THIS LEASE AMENDMENT NO. 4, EXCEPT AS STATED HEREIN.
-7-
All other terms and conditions of the original Lease shall remain in effect and
be applicable to the above Amendment.
This Amendment is effective June 1, 1997.
Dated this 23rd day of September, 1996.
LANDLORD: OBAYASHI CORPORATION
By: Xxxxx Xxxxx
--------------------------
Its: Attorney-in-Fact
-------------------------
TENANT: STARWAVE CORPORATION.
By:/s/ Xx Xxxxxx
Its: CFO
-8-
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On October 9, 1996, before me, S. Xxxx Xxxxxxx, a Notary in and for said State,
personally appeared Xxxxx Xxxxx, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument, the person, or
the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal
[NOTARY PUBLIC SEAL] /s/ S. Xxxx Xxxxxxx
Notary Public in and for said State
TENANT CORPORATE ACKNOWLEDGMENT
STATE OF CALIFORNIA )
) ss.
COUNTY OF KING )
On September 7, 1996, before me, Xxxxxx Xxxxxx, a Notary in and for said State,
personally appeared Xx Xxxxxx, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument, the person, or
the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
[NOTARY PUBLIC SEAL] /s/ Xxxxxx X. Xxxxxx
Notary Public in and for said State
XXXXXX X. XXXXXX
MY APPOINTMENT EXPIRES 2/28/98
EXHIBIT A4
Addendum to Lease between
OBAYASHI CORPORATION (LANDLORD)
and
STARWAVE CORPORATION (TENANT)
REVISED FLOOR PLAN OF PREMISES ON THE THIRD FLOOR
OF THE BUILDING
Floor 3
12,855 Net Rentable Square Feet
[FLOOR PLAN OMITTED]
Exhibit A4, Page 1 of 1
EXHIBIT B4
TO
SUNSET CORPORATE CAMPUS I
LEASE AGREEMENT
TENANT IMPROVEMENTS
I. IMPROVEMENTS PROVIDED BY LANDLORD
Landlord agrees to provide the following improvements in the Premises Added
by Lease Amendment No. 3:
A. Completed Public and/or Core Areas as outlined in Exhibit A3, finished
in accordance with plans and specifications for the Building.
(1) Plumbing: Men's restrooms, women's restrooms, and drinking
fountains installed in accordance with the plans and
specifications for the Building.
(2) Electrical: Total electrical service for each floor shall include
two electrical closets, each with 38, 20-ampere, single-pole,
120-volt circuits.
B. Tenant's Unimproved Area as outlined in Exhibit A3 has been completed
as outlined in items (1) through (8) below:
(1) Walls: Core walls pre-taped to be finished under tenant
improvements. Columns and perimeter walls covered with gypsum
wallboard ready for tape and paint.
(2) Floor: Prepared to receive carpet. Floor loading capacities: 80
pounds per square foot live load; 20 pounds per square foot
partition load.
(3) Mechanical - Primary System: Includes cooling duct distribution
loop installed through terminal VAV boxes and thermostats in
ceiling plenum for building standard layout and quantities. The
building standard mechanical system is designed to accommodate
heating loads generated by lights (1.7 xxxxx per square foot) and
electrical equipment (2.5 xxxxx per square foot) up to 4.2 xxxxx
per square foot. If Tenant's design or use of the Premises Added
by Lease Amendment No. 3 results in concentrated electrical loads
in excess of 2.5 xxxxx per square foot (e.g., data processing
areas, conference rooms and machine rooms) and/or Tenant's design
or use of the Premises Added by Lease Amendment No. 3 extends
beyond Normal Business Hours, then the cost of any additional
engineering design and installation of mechanical equipment
and/or controls required to handle such excess shall be part of
the cost borne by Tenant pursuant to Section II of this Exhibit
B4.
(4) Mechanical - Secondary System: Supplemental condenser water loop
using closed circuit fluid coolers, risers stubbed out at each
floor. The system is sized at 15 tons per floor and shall be
allocated at 1/2 ton per each 1,000 square feet of Tenant's
Unimproved Area.
(5) Plumbing: Three waste and vent risers to accommodate waste from
sinks and dishwashers.
(6) Fire Sprinklers: Primary distribution loop with turned-down
finished heads to minimum code required. Building standard layout
and quantities on each floor.
(7) Electrical: Electrical conduit and junction boxes distributed
throughout using building standard layout and quantities.
(8) Ceiling: Building standard suspended ceiling grid system
installed in a 4' x 4' pattern.
The value of the tenant improvements portion of the work itemized in
this Section I.B. is $4.00 per square foot of Tenant's Unimproved
Area.
Exhibit B4, Page 1 of 5
II. OTHER TENANT IMPROVEMENTS AND LANDLORD'S ALLOWANCE
A. Design and construction of all improvements in the Premises Added by
Lease Amendment No. 3 beyond those listed in Section 1 of this Exhibit
B4 shall be provided at Tenant's cost and shall include, but not be
limited to: Any modifications and/or additions to the tenant
improvements itemized in Section I.B. above, architectural and
engineering design, tenant improvement coordination, partitions
(including one-half (1/2) the cost of any public corridor or demising
partition enclosing the Tenant's Unimproved Area), doors, door frames,
hardware, paint, wall coverings, base, ceilings, lights, mechanical
distribution, diffusers, thermostats, sprinkler distribution,
sprinkler heads, emergency speakers, fire extinguishers and cabinets,
telephone and electrical outlets, light switches, window coverings,
floor coverings, all applicable permit fees and sales tax, as well as
all costs related to design and installation of an interior stairwell,
and the cost of removing such stairwell and returning the stairwell
area to its original shell and core condition.
B. In addition to the cost for improvements constructed during shell and
core as specified in Section I.B. above, Landlord shall provide Tenant
a tenant improvement allowance of up to $16.00 per usable square foot
of Tenant's Unimproved Area (for a total of up to $136,611.07) to be
credited against the cost of improvements provided pursuant to Section
II.A. of this Exhibit B4. Landlord's reimbursement will be made by
crediting the amount to be reimbursed against the last payment due
from Tenant in accordance with Section IV.B. of this Exhibit B4.
III. DESIGN OF TENANT IMPROVEMENTS
Tenant shall retain the services of a qualified office planner, approved by
Landlord, to prepare the necessary drawings for Basic Plans and supply the
information necessary to complete the Working Drawings and Engineering
Drawings referred to in Section III.B. of this Exhibit B4 for construction
of the tenant improvements in Tenant's Unimproved Area. All Tenant's plans
shall be subject to approval of Landlord in accordance with Section III.C.
of this Exhibit B4.
Tenant's office planner shall ensure that the work shown on Tenant's plans
is compatible with the basic Building plans and that necessary basic
Building modifications are included in Tenant's plans. Such modifications
shall be subject to the Landlord's approval.
On or before the indicated dates, Tenant shall supply Landlord with one (1)
reproducible copy and five (5) black line prints of the following Tenant
Plans:
A. BASIC PLANS DELIVERY DATE: OCTOBER 25, 1994
The Basic Plans due on this date shall be signed by Tenant and
include:
Architectural Floor Plans: These shall be fully dimensioned floor
plans showing partition layout and identifying each room with a number
and each door with a number. The Basic Plans must clearly identify and
locate equipment requiring plumbing or other special mechanical
systems, area(s) subject to above-normal floor loads, special openings
in the floor, and other major or special features.
B. WORKING DRAWINGS DELIVERY DATE: NOVEMBER 1, 1994
On this date, Tenant's office planner shall produce four (4) sets of
Full Working Drawings for construction from the Basic Plans using the
Pin Bar System, which system shall be approved by Landlord for
compatibility with the other Building drawings. The four (4) sets of
Working Drawings due on this date shall be signed by the Tenant and
include all items in the Basic Plans referenced in Section III.A.
above plus the following additional information:
(1) Electrical and Telephone Outlets: Locate all power and telephone
requirements: Dimension the position from a corner and give
height above concrete slab for all critically located outlets.
Identify all dedicated circuits and identify all power outlets
greater than 120 volts. For the equipment used in these outlets
which require dedicated circuits and/or which require greater
than 120 volts, identify the type of equipment, the
manufacturer's name and the
Exhibit B4, Page 2 of 5
manufacturer's model number, and submit a brochure for each piece
of equipment. Also identify the manufacturer's name of the
telephone system to be used and the power requirements, size, and
location of its processing equipment.
(2) Reflected Ceiling Plan: Lighting layout showing location and type
of all Building Standard and special lighting fixtures.
(3) Furniture Layout: Layout showing furniture location so that
Landlord's engineer can review the location of all light
fixtures.
At Tenant's cost (charged against the $16.00 allowance) Landlord's
engineers shall prepare plumbing, electrical, heating, air
conditioning and structural plans ("Engineering Drawings") for
Tenant's improvements based on the signed Working Drawings.
C. FINAL PLANS REVIEW DATE: NOVEMBER 4, 1994.
On this date, Tenant's office planner shall deliver to Landlord and
Tenant for review and approval four (4) complete sets of Final Plans
which will incorporate the Working Drawings referenced in Section
III.B. above, plus the following additional information:
(1) Millwork Details: These drawings shall be in final form with
Tenant's office planner's title block in the lower right hand
corner of the drawing, and shall include construction details of
all cabinets, paneling, trim, bookcases, and door and jamb
details for non-Building Standard doors and jambs.
(2) Keying Schedules and Hardware Information: This information shall
be in final form and include a Keying Schedule indicating which
doors are locked and which key(s) open each lock, plus an "X" on
the side of the door where the key will be inserted if a keyed
door. Complete specifications for all non-Building Standard
hardware will also be provided.
(3) Room Finish and Color Schedule: This information shall be in
final form and include locations and specifications for all wall
finishes, floor covering and base for each room.
(4) Construction Notes and Specifications: Complete specifications
for every item included except those specified by the Landlord.
D. FINAL PLANS DELIVERY DATE: NOVEMBER 8, 1994.
The four (4) sets of Final Plans approved by Landlord and Tenant and
due on this date shall include all the Final Plans referenced in
Section III.C. above. Final Plans are to be signed by Tenant and
delivered to Landlord by the Final Plans Delivery Date. Landlord shall
return one (1) signed set to Tenant for Tenant's records. Landlord
will incorporate Engineering Drawings with Tenant's Final Plans for
transmittal to the General Contractor.
Tenant shall be responsible for delays and additional costs in
completion of Tenant's work caused by changes made to any of Tenant's
Plans after the specified Plan Delivery Date or by delays in delivery
of special materials requiring long lead times. Tenant shall further
be responsible for such delays as provided in Section 3(b) of the
Lease.
IV. CONSTRUCTION OF TENANT IMPROVEMENTS
A. AUTHORIZATION TO PROCEED. Upon completion of Tenant's Final Plans,
Landlord shall provide to Tenant written notice of the price for
improvements beyond those listed in Section I of this Exhibit B4.
Within five (5) days of receipt of such notice, Tenant shall give
Landlord written authorization to complete the Premises Added by Lease
Amendment No. 3 in accordance with such Final Plans. Tenant may in
such authorization delete any or all items of extra cost; however, if
Landlord deems these changes to be extensive, at its option, Landlord
may refuse to accept the authorization to proceed until all changes
have been incorporated in the Final Plans signed by Tenant and written
Exhibit B4, Page 3 of 5
acceptance of the revised price has been received by Landlord from Tenant.
In the absence of such written authorization to proceed, Landlord shall not
be obligated to commence work on the Premises Added by Lease Amendment No.
3 and Tenant shall be responsible for any costs due to any resulting delay
in completion of the Premises Added by Lease Amendment No. 3 and as
provided in Section 3(b) of the Lease.
B. PAYMENTS. Landlord's contractor shall complete Tenant's improvements in
accordance with Tenant's approved Final Plans. Within ten (10) days after
receipt of monthly progress statements from Landlord, Tenant shall pay the
full amount of such progress xxxxxxxx, for all improvements beyond those
listed in Section I of this Exhibit B4. Tenant may retain an amount equal
to five percent (5%) of the estimated cost of such improvements from the
last payments due immediately prior to the credit for Landlord's
reimbursement. Final billing shall be rendered and payable within ten (10)
days after acceptance of the Premises Added by Lease Amendment No. 3 by
Tenant in accordance with the terms of the Lease. Retainage pursuant to the
terms of this paragraph shall be payable with such final billing. In the
event acceptance of the Premises Added by Lease Amendment No. 3 is subject
to punchlist items as provided in the Lease, a portion of the retainage
equal to the cost to complete each outstanding punchlist item may be
retained until such punchlist item is complete.
C. FINAL PLANS AND MODIFICATIONS. If Tenant shall request any change, Tenant
shall request such change in writing to Landlord and such request shall be
accompanied by all plans and specifications necessary to show and explain
changes from the approved Final Plans. After receiving this information.
Landlord shall give Tenant a written price for the cost of engineering and
design services to incorporate the change in Tenant's Final Plans. If
Tenant approves such price in writing, Landlord shall have such Final Plans
changes made and Tenant shall promptly pay Landlord for this cost. Promptly
upon completion of such changes in the Final Plans, Landlord shall notify
Tenant in writing of the costs, if any, which shall be chargeable or
credited to Tenant for such change, addition or deletion. The cost for such
changes, whether chargeable or credited to Tenant, shall include a Landlord
coordination fee equal to fifteen percent (15%) of the amount of such
change, addition or deletion. In the absence of such notice, Landlord shall
proceed in accordance with the previously approved Final Plans before such
change, addition or deletion was requested. In accordance with Section 3(b)
of the Lease, Tenant shall be responsible for any resulting delay in
completion of the Premises Added by Lease Amendment No. 3 due to
modification of Final Plans. Tenant shall also be responsible for any
demolition work required as a result of the change.
D. IMPROVEMENTS CONSTRUCTED BY TENANT. If any work is to be performed in
connection with Tenant improvements on the Premises Added by Lease
Amendment No. 3 by Tenant or Tenant's contractor:
(1) Such work shall proceed upon Landlord's written approval of (i)
Tenant's contractor, (ii) public liability and property damage
insurance carried by Tenant's contractor (such insurance shall be in
combined single limits not less that Five Hundred Thousand Dollars
($500,000) per occurrence and shall name Landlord and Xxxxxx Runstad &
Company as additional insureds), (iii) detailed plans and
specifications for such work, and (iv) amount of general conditions to
be paid by Tenant to Landlord for the services still provided by
Landlord's contractor.
(2) All work shall be done in conformity with a valid building permit when
required, a copy of which shall be furnished for Landlord before such
work is commenced, and in any case, all such work shall be performed
in accordance with all applicable governmental regulations.
Notwithstanding any failure by Landlord to object to any such work,
Landlord shall have no responsibility for Tenant's failure to meet all
applicable regulations.
(3) All work by Tenant or Tenant's contractor shall be scheduled through
Landlord.
(4) Tenant or Tenant's contractor shall arrange for necessary utility,
hoisting and elevator service with Landlord's contractor and shall pay
such reasonable charges for such services as may be charged by
Landlord's contractor. This will be included in the general conditions
of Subsection (1)(iv) above.
Exhibit B4, Page 4 of 5
(5) Tenant shall promptly reimburse Landlord for costs incurred by
Landlord due to faulty work done by Tenant or its contractors, or by
reason of any delays caused by such work, or by reason of inadequate
clean-up.
(6) Prior to commencement of any work on the Premises Added by Lease
Amendment No. 3 by Tenant or Tenant's contractor, Tenant or Tenant's
contractor shall enter into an indemnity agreement and a lien priority
agreement satisfactory to Landlord indemnifying and holding harmless
Landlord and Landlord's contractors for any liability, losses or
damages directly or indirectly from lien claims affecting the land,
the Building or the Premises Added by Lease Amendment No. 3 arising
out of Tenant's or Tenant's contractor's work or that of
subcontractors or suppliers, and subordinating any such liens to the
liens of construction and permanent financing for the Building.
(7) Landlord shall have the right to post a notice or notices in
conspicuous places in or about the Premises Added by Lease Amendment
No. 3 announcing its non-responsibility for the work being performed
therein.
E. TENANT'S ENTRY TO PREMISES ADDED BY LEASE AMENDMENT NO. 3. Tenant's entry
to the Premises Added by Lease Amendment No. 3 for any purpose, including
without limitation, inspection or performance of Tenant construction by
Tenant's agents, prior to the Commencement Date as specified in Section
3(a) of the Lease shall be scheduled in advance with Landlord and shall be
subject to all the terms and conditions of the Lease, except the payment of
Rent. Tenant's entry shall mean entry by Tenant, its officers, contractors,
office planner, licensees, agents, servants, employees, guests, invitees,
or visitors.
F. TENANT'S TELEPHONE. Tenant is responsible for Tenant's telephone service.
Tenant shall select Tenant's telephone system and shall coordinate its
installation with Landlord.
Exhibit B4, Page 5 of 5
LEASE AMENDMENT NO. 5
This Lease Amendment No. 5 amends that certain Lease Agreement dated March
4, 1992, as amended by Lease Amendment No. 1 dated August 21, 1992, Lease
Amendment No. 2 dated August 4, 1993, Lease Amendment No. 3 dated October 30,
1994, and Lease Amendment No. 4 dated June 1, 1997 (the "LEASE"), between
BELLEVUE GOLDWELL ASSOCIATES LLC, a Delaware limited liability company
("LANDLORD") as the successor in interest by assignment to Sunset Office Limited
Partnership, a Washington limited partnership, and Obayashi Corporation, a Japan
corporation, and STARWAVE CORPORATION, a Washington corporation ("TENANT"), the
successor in interest by assignment to VULCAN NORTHWEST, INC., a Washington
corporation, covering space on the third and fifth floors of Sunset Corporate
Campus, Building 1, 00000 X.X. Xxxxxxxx Xxx, Xxxxxxxx, Xxxxxxxxxx. The terms
used herein shall have the same meanings as set forth in the Lease except as
otherwise specified.
As parties hereto, Landlord and Tenant hereby agree to further amend the
Lease as follows:
1. Effective as of July 28, 1998, (a) the Premises are hereby expanded to
include Suite 510 of the Building which contains approximately 1,620 net
rentable square feet of space (the "EXPANSION SPACE"), and (b) Section 1(b)
of the Lease "Premises" is, amended to read as follows:
Consisting of the area on the third, fourth and fifth floors of the
Building, as outlined on the floor plans attached hereto as Exhibit A5 -
Revised Plan of Premises.
2. Section 1(c) of the Lease "Rentable Area of the Premises" is amended to
read as follows:
60,692 net rentable square feet in the aggregate, consisting of 12,855 net
rentable square feet located on Floor 3 of Building One of Sunset Corporate
Campus and known as Suite 330; 29,973 net rentable square feet located on
Floor 4 of Building One of Sunset Corporate Campus and known as Suite 400;
and 17,864 net rentable square feet located on Floor 5 of Building One of
Sunset Corporate Campus and known as Suites 500 and 510.
3. Section 1(j) of the Lease "Notice Addresses" is amended to read as follows:
Landlord: Bellevue Goldwell Associates LLC
00000 X.X. Xxxxxxxx Xxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000.
4. Section 1(k) of the Lease "Exhibits" is amended by deleting all prior
versions of Exhibit A to the Lease and replacing the same with the attached
Exhibit A5 - Revised Plan of Premises.
5. Section 16(a) of the Lease "Insurance" is amended by replacing the
reference to "Xxxxxx Runstad & Company" with "Xxxx Management Company,
L.P." (or any successor property manager hereafter designated in writing by
Landlord)".
6. Section 17 of the Lease "Assignment and Subletting" and Section 6 of
Exhibit C of the Lease are amended to provide that Tenant may not sublet or
assign the Expansion Space and if it proposes to do so, in lieu of
consenting to a sublease or assignment for the Expansion Space, Landlord
may elect to terminate the Lease as it relates to the Expansion Space only
in accordance with the terms of Section 17 of the Lease.
7. The base rental payable by Tenant pursuant to Section 1 of Exhibit C of the
Lease with respect to the Expansion Space shall be Twenty Eight Dollars and
No Cents ($28.00) per
-1-
rentable square foot per annum. Tenant shall commence paying Base Rent on the
Expansion Space on July 1, 1998.
8. Tenant has inspected the Expansion Space and is familiar with its
conditions and agrees to accept possesion of the Expansion Space in its current
condition, "as-is, where-is". Nothing in this Lease Amendment No. 5 or the Lease
shall obligate Landlord to make any improvements to the Expansion Space or the
any other part of the Premises as a result of Tenant expanding the Premises to
include the Expansion Space pursuant to this Lease Amendment No .5.
9. Tenant shall be liable for the payment of any broker's commission
related to this Lease Amendment No. 5 except for any broker's commission payable
to any broker engaged by Landlord. If any person or entity claims a real estate
fee or commission or other such fee in connection with the subject transaction,
and such claim is based on actual or alleged oral or written agreements or
understandings with Tenant, Tenant shall indemnify, defend and hold Landlord
harmless from any such claims or demands, including attorney's fees incurred by
Landlord as a result of any such claim or demand.
10. All other terms and conditions of the Lease shall remain in effect and
be applicable to the above agreement. This Lease Amendment No.5 is effective
July 26, 1998.
Dated this 29th day of July, 1998.
LANDLORD:
BELLEVUE GOLDWELL ASSOCIATES LLC,
a Delaware limited liability company
By: OC Real Estate Management, Inc., member
By ________________________________________
Xxxxxxx X. Xxxxxxxxxx, Xx., Senior Vice
President
TENANT:
STARWAVE CORPORATION, a Washington corporation
By
--------------------------
Its President
--------------------
STATE OF CALIFORNIA )
) SS.
COUNTY OF LOS ANGELES )
On __________, 1998, before me, ____________________, a Notary in and
for said State, personally appeared __________________, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized capacity, and that by his signature on the
instrument, the person, or the entity upon behalf of which the person acted,
executed the instrument.
WITNESS my hand and official seal.
_______________________________________
Notary Public in and for the said State
TENANT CORPORATE ACKNOWLEDGEMENT
STATE OF WASHINGTON )
) SS.
COUNTY OF KING )
On July 29, 1998, before me, Xxxxx Xxxxxxxx, a Notary in and for said
State, personally appeared Xxxxxxx X. Xxxxxxxx, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to the within instrument and acknowledged to me that he executed
the same in his authorized capacity, and that by his signature on the
instrument, the person, or the entity upon behalf of which the person acted,
executed the instrument.
WITNESS my hand and official seal.
[NOTARY PUBLIC SEAL] /s/ Xxxxx Xxxxxxxx
---------------------------
EXHIBIT A5
Addendum to Lease between
OBAYASHI CORPORATION (LANDLORD)
and
STARWAVE CORPORATION (TENANT)
FLOOR PLAN OF PREMISES ON THE FIFTH FLOOR OF THE BUILDING
FLOOR 5
16,244 NET RENTABLE SQUARE FEET
[FLOOR PLAN OMITTED]
Exhibit A5, Page 1 of 1
Addendum to Lease between
Bellevue Xxxxxxxx Associates LLC (Landlord)
and
Starwave Corporation (Tenant)
FLOOR PLANS OF PREMISES ON THE THIRD, FOURTH AND FIFTH FLOORS
OF THE BUILDING
[FLOOR PLAN OMITTED]
[FLOOR 3]
[FLOOR 4]
[FLOOR 5]
EXHIBIT B5
TO
SUNSET CORPORATE CAMPUS I
LEASE AGREEMENT
TENANT IMPROVEMENTS
I. IMPROVEMENTS PROVIDED BY LANDLORD
Landlord agrees to provide the following improvements in the Premises in
accordance with the terms of this Lease Amendment No. 4:
A. Completed Public and/or Core Areas as outlined in Exhibit A, finished
in accordance with plans and specifications for the Building.
(1) Plumbing: Men's restrooms, women's restrooms, and drinking
fountains installed in accordance with the plans and
specifications for the Building.
(2) Electrical: Total electrical service for each floor shall include
two electrical closets, each with 38, 20-ampere, single-pole,
120-volt circuits.
B. Tenant's Premises as outlined in Exhibits A through Exhibit A5 has
been completed, at a minimum, as outlined in items (1) through (6)
below:
(1) Walls: Core walls pre-taped to be finished under tenant
improvements. Columns and perimeter walls covered with gypsum
wallboard ready for tape and paint.
(2) Floor: Prepared to receive carpet. Floor loading capacities: 80
pounds per square foot live load; 20 pounds per square foot
partition load.
(3) Mechanical - Primary System: Includes cooling duct distribution
loop installed through terminal VAV boxes and thermostats in
ceiling plenum for building standard layout and quantities. The
building standard mechanical system is designed to accommodate
heating loads generated by lights (1.7 xxxxx per square foot) and
electrical equipment (2.5 xxxxx per square foot) up to 4.2 xxxxx
per square foot. If Tenant's design or use of the Premises
results in concentrated electrical loads in excess of 2.5 xxxxx
per square foot (e.g., data processing areas, conference rooms
and machine rooms) and/or Tenant's design or use of the Premises
extends beyond Normal Business Hours, then the cost of any
additional engineering design and installation of mechanical
equipment and/or controls required to handle such excess shall be
part of the cost borne by Tenant pursuant to Section II of this
Exhibit B.
(4) Mechanical - Secondary System: Supplemental condenser water loop
using closed circuit fluid coolers, risers stubbed out at each
floor. The system is sized at 15 tons per floor and shall be
allocated at 1/2 ton per each 1,000 square feet of usable square
feet of the Premises.
(5) Plumbing: Three waste and vent risers to accommodate waste from
sinks and dishwashers.
(6) Fire Sprinklers: Primary distribution loop with turned-down
finished heads to minimum code required. Building standard layout
and quantities on each floor.
Exhibit B5, Page 1 of 6
(7) Electrical: Electrical conduit and junction boxes distributed
throughout using building standard layout and quantities.
(8) Ceiling: Building standard suspended ceiling grid system
installed in a 4' x 4' pattern.
II. OTHER TENANT IMPROVEMENTS AND LANDLORD'S ALLOWANCE
A. Design and construction of all improvements in the Premises provided
for by this Lease Amendment No. 4 beyond those listed in Section I of
this Exhibit B5 shall be provided at Tenant's cost and shall include,
but not be limited to: Any modifications and/or additions to the
tenant improvements itemized in Section I.B. above, architectural and
engineering design, partitions, doors, door frames, hardware, paint,
wall coverings, base, ceilings, lights, mechanical distribution,
diffusers, thermostats, sprinkler distribution, sprinkler heads,
emergency speakers, fire extinguishers and cabinets, telephone and
electrical outlets, light switches, window coverings, floor coverings,
cabling and all applicable permit fees and sales tax. The tenant
improvement allowance shall not be used for personalty, such as, but
not limited to, furniture and equipment.
B. In addition to the cost for improvements constructed during shell and
core as specified in Section I.B. above, Landlord shall provide Tenant
a tenant improvement allowance of $2.00 per rentable square foot of
Tenant's Premises on the third and fourth floors (12,855 net rentable
square feet on the third floor and 29,973 net rentable square feet on
the fourth floor), and $5.00 per rentable square foot of Tenant's
Premises on the fifth floor (16,244 net rentable square feet), subject
to the contingencies specified in Exhibit C, Section 13 added by this
Lease Amendment No. 4, for a total payment of up to $166,876.00. Such
tenant improvement allowance shall be credited against the cost of
improvements provided pursuant to Section II.A. of this Exhibit B5.
Landlord's reimbursement will be made by crediting the amount to be
reimbursed against the last payment due from Tenant in accordance with
Section IV.B. of this Exhibit B5. If Tenant has not used the tenant
improvement allowance provided for herein within six (6) months of the
Commencement Date of rent for any space, then Landlord shall offset
said balance against Tenant's rent.
III. DESIGN OF TENANT IMPROVEMENTS
Tenant shall retain the services of a qualified office planner, approved by
Landlord, to prepare the necessary drawings for Basic Plans and supply the
information necessary to complete the Working Drawings and Engineering
Drawings referred to in Section III.B. of this Exhibit B5 for construction
of the tenant improvements in the Premises. All Tenant's plans shall be
subject to approval of Landlord in accordance with Section III.C. of this
Exhibit B5.
Tenant's office planner shall ensure that the work shown on Tenant's plans
is compatible with the basic Building plans and that necessary basic
Building modifications are included in Tenant's plans. Such modifications
shall be subject to the Landlord's approval.
Exhibit B5, Page 2 of 6
On or before the indicated dates, Tenant shall supply Landlord with one (1)
reproducible copy and five (5) black line prints of the following Tenant Plans:
A. BASIC PLANS DELIVERY DATE: To Be Determined.
The Basic Plans due on this date shall be signed by Tenant and include:
Architectural Floor Plans: These shall be fully dimensioned floor plans
showing partition layout and identifying each room with a number and each
door with a number. The Basic Plans must clearly identify and locate
equipment requiring plumbing or other special mechanical systems, area(s)
subject to above-normal floor loads, special openings in the floor, and
other major or special features.
B. WORKING DRAWINGS DELIVERY DATE: To Be Determined.
On this date, Tenant's office planner shall produce four (4) sets of Full
Working Drawings for construction from the Basic Plans using the Pin Bar
System, which system shall be approved by Landlord for compatibility with
the other Building drawings. The four (4) sets of Working Drawings due on
this date shall be signed by the Tenant and include all items in the Basic
Plans referenced in Section III.A. above plus the following additional
information:
(1) Electrical and Telephone Outlets: Locate all power and telephone
requirements: Dimension the position from a corner and give
height above concrete slab for all critically located outlets.
Identify all dedicated circuits and identify all power outlets
greater than 120 volts. For the equipment used in these outlets
which require dedicated circuits and/or which require greater
than 120 volts, identify the type of equipment, the
manufacturer's name and the manufacturer's model number, and
submit a brochure for each piece of equipment. Also identify the
manufacturer's name of the telephone system to be used and the
power requirements, size, and location of its processing
equipment.
(2) Reflected Ceiling Plan: Lighting layout showing location and type
of all Building Standard and special lighting fixtures.
(3) Furniture Layout: Layout showing furniture location so that
Landlord's engineer can review the location of all light
fixtures.
Landlord's engineers shall prepare plumbing, electrical, heating, air
conditioning and structural plans ("Engineering Drawings") for Tenant's
improvements based on the signed Working Drawings.
C. FINAL PLANS REVIEW DATE: To Be Determined.
On this date, Tenant's office planner shall deliver to Landlord and Tenant
for review and approval four (4) complete sets of Final Plans which will
incorporate the Working Drawings referenced in Section III.B. above, plus
the following additional information:
Exhibit B5, Page 3 of 6
(1) Millwork Details: These drawings shall be in final form with
Tenant's office planner's title block in the lower right hand
corner of the drawing, and shall include construction details of
all cabinets, paneling, trim, bookcases, and door and jamb
details for non-Building Standard doors and jambs.
(2) Keying Schedules and Hardware Information: This information shall
be in final form and include a Keying Schedule indicating which
doors are locked and which key(s) open each lock, plus an "X" on
the side of the door where the key will be inserted if a keyed
door. Complete specifications for all non-Building Standard
hardware will also be provided.
(3) Room Finish and Color Schedule: This information shall be in
final form and include locations and specifications for all wall
finishes, floor covering and base for each room.
(4) Construction Notes and Specifications: Complete specifications
for every item included except those specified by the Landlord.
D. FINAL PLANS DELIVERY DATE: To Be Determined
----------------
The four (4) sets of Final Plans approved by Landlord and Tenant and
due on this date shall include all the Final Plans referenced in
Section III.C. above. Final Plans are to be signed by Tenant and
delivered to Landlord by the Final Plans Delivery Date. Landlord shall
return one (1) signed set to Tenant for Tenant's records. Landlord
will incorporate Engineering Drawings with Tenant's Final Plans for
transmittal to the General Contractor.
Tenant shall be responsible for delays and additional costs in
completion of Tenant's work caused by changes made to any of Tenant's
Plans after the specified Plan Delivery Date or by delays in delivery
of special materials requiring long lead times. Tenant shall further
be responsible for such delays as provided in Section 3(b) of the
Lease.
IV. CONSTRUCTION OF TENANT IMPROVEMENTS
A. AUTHORIZATION TO PROCEED. Upon completion of Tenant's Final Plans and
at the request of Tenant, Landlord shall provide to Tenant written
notice of the price for improvements beyond those listed in Section I
of this Exhibit B5. Within five (5) days of receipt of such notice,
Tenant shall give Landlord written authorization to complete the
Premises in accordance with such Final Plans. Tenant may in such
authorization delete any or all items of extra cost; however, if
Landlord deems these changes to be extensive, at its option, Landlord
may refuse to accept the authorization to proceed until all changes
have been incorporated in the Final Plans signed by Tenant and written
acceptance of the revised price has been received by Landlord from
Tenant. In the absence of such written authorization to proceed,
Landlord shall not be obligated to commence work on the Premises and
Tenant shall be responsible for any costs due to any resulting delay
in completion of the Premises and as provided in Section 3(b) of the
Lease.
Exhibit B5, Page 4 of 6
B. PAYMENTS. Landlord's contractor shall complete Tenant's improvements
in accordance with Tenant's approved Final Plans. Within ten (10) days
after receipt of monthly progress statements from Landlord, Tenant
shall pay the full amount of such progress xxxxxxxx, for all
improvements beyond those listed in Section I of this Exhibit B5.
Tenant may retain an amount equal to five percent (5%) of the
estimated cost of such improvements from the last payments due
immediately prior to the credit for Landlord's reimbursement. Final
billing shall be rendered and payable within ten (10) days after
acceptance of the Premises by Tenant in accordance with the terms of
the Lease. Retainage pursuant to the terms of this paragraph shall be
payable with such final billing. In the event acceptance of the
Premises is subject to punchlist items as provided in the Lease, a
portion of the retainage equal to the cost to complete each
outstanding punchlist item may be retained until such punchlist item
is complete.
C. FINAL PLANS AND MODIFICATIONS. If Tenant shall request any change,
Tenant shall request such change in writing to Landlord and such
request shall be accompanied by all plans and specifications necessary
to show and explain changes from the approved Final Plans. After
receiving this information. Landlord shall give Tenant a written price
for the cost of engineering and design services to incorporate the
change in Tenant's Final Plans. If Tenant approves such price in
writing, Landlord shall have such Final Plans changes made and Tenant
shall promptly pay Landlord for this cost. Promptly upon completion of
such changes in the Final Plans, Landlord shall notify Tenant in
writing of the costs, if any, which shall be chargeable or credited to
Tenant for such change, addition or deletion. The cost for such
changes, whether chargeable or credited to Tenant, shall include a
Landlord coordination fee equal to fifteen percent (15%) of the amount
of such change, addition or deletion. In the absence of such notice,
Landlord shall proceed in accordance with the previously approved
Final Plans before such change, addition or deletion was requested. In
accordance with Section 3(b) of the Lease, Tenant shall be responsible
for any resulting delay in completion of the Premises due to
modification of Final Plans. Tenant shall also be responsible for any
demolition work required as a result of the change.
D. IMPROVEMENTS CONSTRUCTED BY TENANT. If any work is to be performed in
connection with Tenant improvements on the Premises by Tenant or
Tenant's contractor:
(1) Such work shall proceed upon Landlord's written approval of (i)
Tenant's contractor, (ii) public liability and property damage
insurance carried by Tenant's contractor (such insurance shall be
in combined single limits not less that Five Hundred Thousand
Dollars ($500,000) per occurrence and shall name Landlord and
Xxxxxx Runstad & Company as additional insureds), (iii) detailed
plans and specifications for such work, and (iv) amount of
general conditions to be paid by Tenant to Landlord for the
services still provided by Landlord's contractor.
Exhibit B5, Page 5 of 6
(2) All work shall be done in conformity with a valid building permit
when required, a copy of which shall be furnished for Landlord
before such work is commenced, and in any case, all such work
shall be performed in accordance with all applicable governmental
regulations. Notwithstanding any failure by Landlord to object to
any such work, Landlord shall have no responsibility for Tenant's
failure to meet all applicable regulations.
(3) All work by Tenant or Tenant's contractor shall be done with
union labor in accordance with all union labor agreements
applicable to the trades being employed.
(4) All work by Tenant or Tenant's contractor shall be scheduled
through Landlord.
(5) Tenant or Tenant's contractor shall arrange for necessary
utility, hoisting and elevator service with Landlord's contractor
and shall pay such reasonable charges for such services as may be
charged by Landlord's contractor. This will be included in the
general conditions of Subsection (1)(iv) above.
(6) Tenant shall promptly reimburse Landlord for costs incurred by
Landlord due to faulty work done by Tenant or its contractors, or
by reason of any delays caused by such work, or by reason of
inadequate clean-up.
(7) Prior to commencement of any work on the Premises by Tenant or
Tenant's contractor, Tenant or Tenant's contractor shall enter
into an indemnity agreement and a lien priority agreement
satisfactory to Landlord indemnifying and holding harmless
Landlord and Landlord's contractors for any liability, losses or
damages directly or indirectly from lien claims affecting the
land, the Building or the Premises arising out of Tenant's or
Tenant's contractor's work or that of subcontractors or
suppliers, and subordinating any such liens to the liens of
construction and permanent financing for the Building.
(8) Landlord shall have the right to post a notice or notices in
conspicuous places in or about the Premises announcing its non-
responsibility for the work being performed therein.
E. TENANT'S TELEPHONE. Tenant is responsible for Tenant's telephone
service. Tenant shall select Tenant's telephone system and shall
coordinate its installation with Landlord.
Exhibit B5, Page 6 of 6
LEASE AMENDMENT NO. 6
This Lease Amendment No. 6 amends that certain Lease Agreement dated March
4, 1992, as amended by Lease Amendment No. 1 dated August 21, 1992, Lease
Amendment No. 2 dated August 4, 1993, Lease Amendment No. 3 dated October 30,
1994, Lease Amendment No. 4 dated June 1, 1997, and Lease Amendment No. 5 dated
July 29 (the "LEASE"), between BELLEVUE GOLDWELL ASSOCIATES LLC, a Delaware
limited liability company ("LANDLORD") as the successor in interest by
assignment to Sunset Office Limited Partnership, a Washington limited
partnership, and Obayashi Corporation, a Japan corporation, and STARWAVE
CORPORATION, a Washington corporation ("TENANT"), the successor in interest by
assignment to VULCAN NORTHWEST, INC., a Washington corporation, covering space
on the third and fifth floors of Sunset Corporate Campus, Building I, 00000 X.X.
Xxxxxxxx Xxx, Xxxxxxxx, Xxxxxxxxxx. The terms used herein shall have the same
meanings as set forth in the Lease except as otherwise specified.
As parties hereto, Landlord and Tenant hereby agree to further amend the Lease
as follows:
1. Effective as of December 1, 1998, (a) the Premises are hereby expanded to
include Suite 530 of the Building which contains approximately 3,147 net
rentable square feet of space (the "EXPANSION SPACE"), and (b) Section 1(b)
of the Lease "Premises" is amended to read as follows:
Consisting of the area on the third, fourth and fifth floors of the
Building, as outlined on the floor plans attached hereto as Exhibit A6 -
Revised Plan of Premises.
2. Section 1(c) of the Lease "Rentable Area of the Premises" is amended to
read as follows:
63,839 net rentable square feet in the aggregate, consisting of 12,855 net
rentable square feet located on Floor 3 of Building One of Sunset Corporate
Campus and known as Suite 330; 29,973 net rentable square feet located on
Floor 4 of Building One of Sunset Corporate Campus and known as Suite 400;
and 21,011 net rentable square feet located on Floor 5 of Building One of
Sunset Corporate Campus and known as Suites 500, 510, and 530.
3. Section 1(k) of the Lease "Exhibits" is amended by deleting all prior
versions of Exhibit A to the Lease and replacing the same with the attached
Exhibit A6 - Revised Plan of Premises.
4. The base rental payable by Tenant pursuant to Section 1 of Exhibit C of the
Lease with respect to the Expansion Space shall be Twenty Three Dollars and
Fifty Cents ($23.50) per rentable square foot per annum. Tenant shall
commence paying Base Rent on the Expansion Space on December 1, 1998.
5. Tenant has inspected the Expansion Space and is familiar with its
condition, and agrees to accept possession of the Expansion Space in its
current condition, "as-is, where-is". Nothing in this Lease Amendment No. 6
or the Lease shall obligate Landlord to make any improvements to the
Expansion Space or the any other part of the Premises as a result of Tenant
expanding the Premises to include the Expansion Space pursuant to this
Lease Amendment No. 6.
6. Tenant shall have right to lease up to eleven (11) additional unassigned
parking spaces in the Building as follows:
(a) Tenant shall have the right to lease one (1) unassigned parking space
in the parking area located directly beneath the Building at current market
rate, which rate is currently Thirty-Five Dollars ($35.00) per month and is
subject to change from time to time as determined by Landlord.
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(b) Tenant shall have the right to lease up to eight (8) unassigned
parking spaces in the structured below-grade parking adjacent to the Building at
current market rate, which rate is currently Twenty Dollars ($20.00) per month
and subject to change from time to time.
(c) Tenant shall have the right to lease up to two (2) unassigned spaces
on one of the Building surface lots at no charge per month and subject to change
in rate to market rate from time to time.
7. Tenant shall be liable for the payment of any broker's commission related
to this Lease Amendment No. 6, except for any broker's commission payable
to any broker engaged by Landlord. If any person or entity claims a real
estate fee or commission or other such fee in connection with the subject
transaction, and such claim is based on actual or alleged oral or written
agreements or understandings with Tenant, Tenant shall indemnify, defend
and hold Landlord harmless from any such claims or demands, including
attorneys' fees incurred by Landlord as a result of any such claim or
demand.
8. All other terms and conditions of the Lease shall remain in effect and be
applicable to the above agreement. This Lease Amendment No. 6 is effective
December 1, 1998.
Dated this 30 day of September, 1998.
LANDLORD:
BELLEVUE GOLDWELL ASSOCIATES LLC,
a Delaware limited liability company
By: OC Real Estate Management, Inc., member
By: /s/ Xxxxxxx X. Xxxxxxxxxx, Xx.
Xxxxxxx X. Xxxxxxxxxx, Xx., Senior Vice
President
TENANT:
STARWAVE CORPORATION, a Washington corporation
By: /s/ Xxxx Xxxxx
Its
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STATE OF CALIFORNIA )
) SS.
COUNTY OF LOS ANGELES )
On OCTOBER 16, 1998, before me, S. XXXX XXXXXXX, a Notary in and for said State,
personally appeared XXXXXXX X. XXXXXXXXXX, XX, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature on the instrument,
the person, or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
[Notary Public Seal]
/s/ S. Xxxx Xxxxxxx
Notary Public in and for the said State
TENANT CORPORATE ACKNOWLEDGEMENT
STATE OF WASHINGTON )
) SS. ###-##-####
COUNTY OF KING
On 9-30, 1998, before me, XXXX XXXXXX, a Notary in and for said State,
personally appeared XXXX XXXXX, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument, the person, or
the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
[Notary Public Seal]
/s/ Xxxx Xxxxxx
Notary Public in and for the said State
EXHIBIT A6
ADDENDUM TO LEASE BETWEEN
BELLEVUE GOLDWELL ASSOCIATES LLC (LANDLORD)
and
STARWAVE CORPORATION (TENANT)
FLOOR PLANS OF PREMISES ON THE THIRD, FOURTH AND FIFTH FLOORS
OF THE BUILDING
[FLOOR PLAN OMITTED]
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