EXHIBIT 10.24
SEVENTH AMENDMENT TO LEASE AGREEMENT
BETWEEN
XXXXXX RUNSTAD PROPERTIES L.P. ("LANDLORD")
AND
XXXXX XXXXXXXXX INCORPORATED ("TENANT")
This Seventh Amendment is to that certain Lease Agreement dated November 8,
1983, as amended by First Amendment to Lease Agreement dated December 19, 1988,
by Second Amendment to Lease Agreement dated August 24, 1992, by Third Amendment
to Lease Agreement dated June 1, 1993, by Fourth Amendment to Lease Agreement
dated July 20, 1995, by Fifth Amendment to Lease Agreement dated April 30, 1997,
and by Sixth Amendment to Lease Agreement dated June 6, 1997, by and between
XXXXXX RUNSTAD PROPERTIES L.P., a Delaware limited partnership, as successor in
the Lease to Xxxxxx-Xxxxxxx Seattle Limited Partnership, a Washington limited
partnership, as successor in the Lease to Xxxxxx-Xxxxxxx Seattle, a Washington
general partnership, as Landlord, and XXXXX XXXXXXXXX INCORPORATED, a Washington
corporation, as successor in the Lease to Cable, Xxxxx & Xxxxx, as Tenant (the
"Lease").
As parties hereto, Landlord and Tenant agree to further amend the Lease as
follows:
1. SECTION 1(c) AGREED AREAS, SHALL BE AMENDED TO READ:
Agreed Areas: As of the Effective Date of this Seventh Amendment, and
as used in this Lease, Landlord and Tenant agree to the following
areas and percentage: area of Building is deemed to be 915,883 net
rentable square feet; area of Tenant's Premises is deemed to be:
21,109 net rentable square feet on Floor 43 and 7,965 net rentable
square feet on Floor 37; Tenant's Percentage of the Building is deemed
to be: approximately 2.30% on Floor 43 and approximately 0.87% on
Floor 37. This reflects the addition of approximately 883 net rentable
square feet on Floor 37, identified as the "10/17/97 Expansion Space"
on the attached Exhibit A.
In the event a portion of the Building is damaged or condemned or any
other event occurs which alters the rentable area of the premises or
the rentable area of the Building, Landlord may adjust Tenant's
Percentage of the Building to properly reflect the proportion of the
rentable area of the Building (as altered by such event) which is
attributable to the rentable area of the Premises (as altered by such
event).
2. SECTION 1(g) RENT, SHALL BE AMENDED TO READ:
RENT. Rent shall be payable monthly on or before the first day of each
month. Rent for each month of the lease term as hereby extended shall
be one-twelfth (1/12) of the annual rent calculated by multiplying the
dollar amounts set forth below times the number of rentable square
feet then included within the Premises. Rent shall be adjusted from
time to time as provided in Section 7-8 of the Lease.
Net Base $ Per Net Rentable
Time Period Floor Rentable Year Square Foot Per
Square Feet Year
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04/01/97-07/23/97 43 21,109 1994 $24.00
37 (I) 2,130 1996 $18.75
37 (II) 1,372 1996 $24.16
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07/24/97-10/16/97 43 21,109 1994 $24.00
37 (I) 2,130 1996 $18.75
37 (II) 1,372 1996 $24.16
37 (III) 3,580 1997 $25.00
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(continued)
Seventh Amendment to Lease Agreement
Xxxxx XxxXxxxxx Incorporated
Page 2
(continued from previous page)
Net $ Per Net Rentable
Rentable Base Square Foot Per
Time Period Floor Square Feet Year Year
------------------------------------------------------------------------------------------------------------
10/17/97-12/31/98 43 21,109 1994 $24.00
37 (I) 2,130 1996 $18.75
37 (II) 1,372 1996 $24.16
37 (III) 3,580 1997 $25.00
37 (IV) 883 1997 $27.50
------------------------------------------------------------------------------------------------------------
01/01/99-01/31/99 43 21,109 1994 -0-*
37 (I) 2,130 1996 $18.75
37 (II) 1,372 1996 $24.16
37 (III) 3,580 1997 $25.00
37 (IV) 883 1997 $27.50
------------------------------------------------------------------------------------------------------------
02/01/99-02/28/02 43 21,109 1997 $25.00
37 (I) 2,130 1997 $25.00
37 (II) 1,372 1997 $25.00
37 (III) 3,580 1997 $25.00
37 (IV) 883 1997 $27.50
------------------------------------------------------------------------------------------------------------
*Rent Abatement
--------------
(1) No Rent is due on the Floor 43 Premises for the following months
(the "Free Rent Months," collectively): February 1, 1994, through
February 28, 1995, and the month of January 1999.
(2) The entire Rent otherwise due and payable for the Free Rent
Months shall become immediately due and payable upon the occurrence of
an event of monetary or other material default by Tenant under this
Lease which is not cured within applicable notice and cure periods.
3. Section 1(k) Exhibits, shall be amended to read:
Exhibit A - Floor Plan of Premises, dated 10/17/97 (Seventh
Amendment)
Exhibit B - Tenant Improvements (original Lease)
Exhibit B.1 - Tenant Improvement Plans (original Lease)
Exhibit B.2 - Tenant Improvements Paid by Tenant (original Lease)
Exhibit B.3 - Tenant Improvements in Conjunction with Fifth
Amendment (Fifth Amendment)
Exhibit B.4 - Tenant Improvements in Conjunction with Sixth
Amendment (Sixth Amendment)
EXHIBIT B.5 - Tenant Improvements in Conjunction with Seventh
Amendment (Seventh Amendment)
Exhibit C - Addendum to Lease (revised by Seventh Amendment)
Exhibit D - Tenant Improvements to be Done in 1992 in Conjunction
with the Second Amendment (Second Amendment)
Exhibit E - Tenant Improvement Budget, dated 07/09/92 (Second
Amendment)
Exhibit F - Tenant Improvements to be Done in 1993 in Conjunction
with the Third Amendment (Third Amendment)
Exhibit G - Tenant Improvements in Conjunction with Fourth
Amendment (Fourth Amendment)
Exhibit H - 05/31/97 Expansion Space (Fifth Amendment; subsequent
to the Sixth Amendment this is referred to as the
07/24/97 Expansion Space)
Exhibit I - Subordination Agreement (Fifth Amendment)
Seventh Amendment to Lease Agreement
Xxxxx XxxXxxxxx Incorporated
Page 3
4. EXHIBIT C, ADDENDUM TO LEASE, IS AMENDED BY THE ADDITION OF ITEM 17, TO
READ:
17. Real Estate Commission in Conjunction with Seventh Amendment. [NEW]
------------------------------------------------------------
Landlord shall pay a brokerage fee of $3,090.50 (based on the
addition of 883 net rentable square feet by means of the Seventh
Amendment) upon Tenant's occupancy of the 10/17/97 Expansion Space,
payable 80% to Behar Company and 20% to Tenant.
5. EFFECTIVE DATE. This Seventh Amendment shall be effective October 17, 1997.
6. RATIFICATION. Except as herein specifically provided, the Lease, this
Seventh Amendment to the Lease Agreement, and all previous Amendments to
Lease Agreement, are hereby ratified and approved.
DATED AT SEATTLE, WASHINGTON THIS 26 DAY OF SEPTEMBER, 1997.
-- ---------
TENANT: XXXXX XXXXXXXXX INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
------------------------------------
Its President
--------------------------------
TENANT CORPORATE ACKNOWLEDGMENT
STATE OF WASHINGTON )
----------
) ss.
COUNTY OF KING )
----------
THIS IS TO CERTIFY that on this 26 day of September, 1997, before me, the
--- --------- --
undersigned, a notary public in and for the state of Washington, duly
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commissioned and sworn, personally appeared Xxxxxx Xxxxxxx, Xx. to me know to be
--------------------
the President of Xxxxx XxxXxxxxx 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.
Signature /s/ XXXXXX X. XXXXXX
----------------------------------------------
[SEAL Printed Name Xxxxxx X. Xxxxxx
APPEARS -------------------------------------------
HERE] Notary public in and for the state of Washington,
residing at 000 Xxxxx Xxx., Xxxxx 0000/Xxxxxxx XX 00000
-------------------------------------------
My appointment expires: 3/29/2001
--------------------------------
Seventh Amendment to Lease Agreement
Xxxxx XxxXxxxxx Incorporated
Page 4
LANDLORD: XXXXXX RUNSTAD PROPERTIES L.P.
a Delaware limited partnership
By: XXXXXX RUNSTAD ASSET MANAGEMENT L.P.
a Washington limited partnership
Its general partner
By: WRAM, Inc.
a Washington corporation
Its general partner
By: /s/ H. XXX XXXXXXX
---------------------------------
Its Chairman and
Chief Executive Officer
----------------------------
LANDLORD ACKNOWLEDGMENT
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
THIS IS TO CERTIFY that I know or have satisfactory evidence that [Name
---------
illegible] is the person who appeared before me, and said person acknowledged
-----------
that he signed this instrument, on oath stated that he was authorized to execute
the instrument and acknowledged it as the Chairman and CEO of WRAM, Inc., a
corporation, to me known to be the general partner of XXXXXX RUNSTAD ASSET
MANAGEMENT L.P., a limited partnership, to me known to be the general partner of
XXXXXX RUNSTAD PROPERTIES L.P., the 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 said individual was
authorized to execute said instrument. WITNESS my hand and official seal
this [Date illegible] day of [date illegible], 19[date illegible].
---------------- ---------------- ----------------
Signature [Signature illegible]
-------------------------------------------
Printed Name [Signature illegible]
-----------------------------------------
Notary public in and for the state of Washington,
residing at [Address illegible]
------------------------------------------
My appointment expires 3/29/ [Date illegible]
-------------------------------
[SEAL APPEARS
HERE]
EIGHTH AMENDMENT
This Eighth Amendment (the "Amendment") is made and entered into as of the 21st
day of September, 1998, by and between EOP Northwest Properties, L.L.C., a
Delaware limited liability company ("Landlord"), and Xxxxx XxxXxxxxx
Incorporated, a Washington corporation ("Tenant").
WITNESSETH
A. WHEREAS, Landlord (as Successor in interest to Xxxxxx-Xxxxxxx Seattle, a
Washington general partnership) and Tenant (as successor in interest to
Cable, Xxxxx & Xxxxx) are parties to that certain lease dated the 8th day
of November, 1983, for space currently containing approximately 29,074
rentable square feet (the "Original Premises") described as Suite No(s).
4300 and 3710 on the full forty-third (43rd) floor and partial thirty-
seventh(37th) floor of the building commonly known as First Interstate
Center and the address of which is 000 Xxxxx Xxxxxx, Xxxxxxx, XX 00000 (the
"Building"), which lease has been previously assigned and/or amended by
instruments dated December 19, 1988, August 24, 1992, June 1, 1993, July
20, 1995, April 30, 1997, June 6, 1997, and September 26, 1997
(collectively, the "Lease"); and
B. WHEREAS, Tenant has requested that additional space known as Suite No. 4150
containing approximately 2,240 rentable square feet on the forty-first
(41st) floor of the Building shown on Exhibit A hereto (the "Temporary
Expansion Space") be added to the Original Premises on a temporary basis
and that the Lease be appropriately amended and Landlord is willing to do
the same on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant agree as
follows:
I. EXPANSION AND EFFECTIVE DATE.
----------------------------
A. For the period commencing on the Expansion Effective Date and
ending on the Expansion Termination Date (as such terms are
hereinafter defined), the Premises is temporarily increased from
29,074 rentable square feet on the forty-third and thirty-seventh
floors to 31,314 rentable square feet on the forty-third, thirty-
seventh and forty-first floors by the addition of the Temporary
Expansion Space, and during the Expansion Space Term (as defined
below), the Original Premises and the Temporary Expansion Space,
collectively, shall be deemed the Premises, as defined in the
Lease. The Lease term for the Temporary Expansion Space (the
"Expansion Space Term") shall commence on the Expansion Effective
Date and end on February 28, 2002, unless sooner terminated
pursuant to the terms of the Lease (the "Expansion Termination
Date"). The Temporary Expansion Space is subject to all the terms
and conditions of the Lease except as expressly modified herein
and except that Tenant shall not be entitled to receive any
allowances, abatement or other financial concession granted with
respect to the Original Premises unless such concessions are
expressly provided for herein with respect to the Temporary
Expansion Space.
B. The Expansion Effective Date shall be March 16, 1998.
II. MONTHLY RENT.
------------
In addition to Tenant's obligation to pay Rent for the Original
Premises, during the Expansion Space Term, Tenant shall pay
Landlord the sum of FIVE THOUSAND FOUR HUNDRED THIRTEEN AND
33/100 DOLLARS ($5,413.33) per month as Rent for the Temporary
Expansion Space with each such installment payable on or before
the first day of each month during the period beginning on the
Expansion Effective Date and ending on the Expansion Termination
Date, prorated for any partial month within the Expansion Space
Term.
All such Rent shall be payable by Tenant in accordance with the
terms of Article 4 of the Lease.
III. ADDITIONAL SECURITY DEPOSIT.
---------------------------
(i) INTENTIONALLY OMITTED.
IV. TENANT'S PRO RATA SHARE.
-----------------------
(i) Until January 1, 1999, Tenant shall not be obligated to pay its
Percentage of the Building of increases in Real Property Taxes
and Operating Costs in excess of Real Property Taxes and
Operating Costs in the Base Year with respect to the Temporary
Expansion Space, it being understood that such sum is included in
the Rent payable with respect to the Temporary Expansion Space
for the initial portion of the Expansion Space Term ending
December 31, 1998; provided, however, the foregoing shall not
affect Tenant's obligation to pay its Percentage of the Building
of Real Property Taxes and Operating Costs with respect to the
Original Premises as provided in the Lease. For the period
commencing January 1, 1999, and ending on the Expansion
Termination Date, Tenant shall pay its Percentage of the Building
applicable to the Temporary Expansion Space of increases in
Operating Costs and Real Property Taxes in excess of Operating
Costs and Real Property Taxes in the Base Year for the Temporary
Expansion Space in the same manner that Tenant pays Tenant's pro
rata share of increases in Operating Costs and Taxes in excess of
Operating Costs and Taxes in the Base Year for the Original
Premises as provided in Section 8 of the Lease. During such
period, Tenant's Percentage of the Building applicable to the
Temporary Expansion Space is 0.2446%. During such period, the
Base Year applicable only to the Temporary Expansion Space (and
not the Original Premises) shall be calendar year 1998.
V. IMPROVEMENTS TO TEMPORARY EXPANSION SPACE.
-----------------------------------------
A. CONDITION OF TEMPORARY EXPANSION SPACE. Tenant has inspected the
Temporary Expansion Space and agrees to accept the same "as is"
without any agreements, representations, understandings or
obligations on the part of Landlord to perform any alterations,
repairs or improvements. Tenant shall vacate the Temporary
Expansion Space on or prior to the Expansion Termination Date and
deliver up the Temporary Expansion Space to Landlord in as good
condition as the Temporary Expansion Space was delivered to
Tenant, ordinary wear and tear excepted.
B. COST OF IMPROVEMENTS TO TEMPORARY EXPANSION SPACE. Any
construction, alterations or improvements made to the Temporary
Expansion Space shall be made at Tenant's sole cost and expense.
C. RESPONSIBILITY FOR IMPROVEMENTS TO TEMPORARY EXPANSION SPACE. Any
construction, alterations or improvements to the Temporary
Expansion Space shall be performed by Tenant using contractors
selected by Tenant and approved by Landlord and shall be governed
in all respects by the provisions of paragraphs 3, 4, 5 and 6 of
Exhibit B.5 of the Seventh Amendment dated September 26, 1997 to
the Lease. In any and all events, the Expansion Effective Date
shall not be postponed or delayed if the initial improvements to
the Temporary Expansion Space are incomplete on the Expansion
Effective Date for any reason whatsoever. Any delay in the
completion of initial improvements to the Temporary Expansion
Space shall not subject Landlord to any liability for any loss or
damage resulting therefrom.
VI. EARLY ACCESS TO TEMPORARY EXPANSION SPACE. During any period that
-----------------------------------------
Tenant shall be permitted to enter the Temporary Expansion Space prior
to the Expansion Effective Date (e.g., to perform alterations or
improvements, if any), Tenant shall comply with all terms and
provisions of the Lease, except those provisions requiring payment of
Rent or additional Rent as to the Temporary Expansion Space. If Tenant
takes possession of the Temporary Expansion Space prior to the
Expansion Effective Date for any reason whatsoever (other than the
performance of work in the Temporary Expansion Space with Landlord's
prior approval), such possession shall be subject to all the terms and
conditions of the Lease and this Amendment, and Tenant shall pay Rent
and Additional Rent as applicable to the Temporary Expansion Space to
Landlord on a per diem basis for each day of occupancy prior to the
Expansion Effective Date.
VII. MUTUAL TERMINATION OPTION. At any time during the Expansion Space
-------------------------
Term, as same may be extended by written agreement between the
parties, Landlord and Tenant each shall have the right to terminate
this Lease, with respect to the Temporary Expansion Space only
("Termination Option"), for
any reason by providing at least thirty (30) days prior written notice
to the other party, in which event, this Lease shall be deemed
terminated with respect to the Temporary Expansion Space as of the
date of termination ("Accelerated Expansion Termination Date")
specified in such notice and Tenant shall vacate the Temporary
Expansion Space on or prior to the Accelerated Expansion Termination
Date and deliver up the Temporary Expansion Space to Landlord in as
good condition as the Temporary Expansion Space was delivered to
Tenant, ordinary wear and tear excepted. If either party exercises the
Termination Option as provided for herein, Tenant shall remain liable
for all obligations relating to the Temporary Expansion Space up to
and including the Accelerated Expansion Termination Date, including,
without limitation, the payment of all Rent and other sums due under
the Lease with respect to the Temporary Expansion Space up to and
including the Accelerated Expansion Termination Date even though
xxxxxxxx for such may occur subsequent to the Accelerated Expansion
Termination Date. In no event shall the termination of the Lease with
respect to the Temporary Expansion Space as provided herein affect any
of the rights or obligations of the parties under the Lease with
respect to the Original Premises or be deemed a termination of the
Lease with respect to any portion of the Original Premises.
Notwithstanding anything in this Paragraph VII to the contrary,
Landlord shall not have the right to exercise its Termination Option
as above described with respect only to the Temporary Expansion Space,
unless and until sixty (60) days following Tenant's expansion into
permanent expansion space in the Building.
VIII. NO EXTENSION OR EXPANSION OPTIONS. The parties hereto acknowledge and
---------------------------------
agree that any option or other rights contained in the Lease which
entitle Tenant to extend the term of the Lease or expand the Premises
shall apply only to the Original Premises and shall not be applicable
to the Temporary Expansion Space in any manner.
IX. HOLDOVER. If Tenant should holdover in the Temporary Expansion Space
--------
after expiration or earlier termination of the Temporary Expansion
Space Term, any remedies available to Landlord as a consequence of
such holdover contained in Article 27 of the Lease or otherwise shall
be applicable, but only with respect to the Temporary Expansion Space
and shall not be deemed applicable to the Original Premises unless and
until Tenant holds over in the Original Premises after expiration or
earlier termination of the Lease Term.
X. OTHER PERTINENT PROVISIONS. Landlord and Tenant agree that, effective
--------------------------
as of the date hereof (unless different effective date(s) is/are
specifically referenced in this Section), the Lease shall be amended
in the following additional respects:
A. Paragraph 1(j) of the Lease shall be deleted and the following
substituted therefor:
"Notice Address" shall mean the following addresses for Landlord:
Landlord:
EOP Northwest Properties, L.L.C.
c/o Wright Runstad & Company
First Interstate Center
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Building Manager
With a copy to:
EOP Northwest Properties, L.L.C.
c/o Equity Office Properties Trust
Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attention: General Counsel of Property Operations
Payments of Rent only shall be made payable to the order of:
Equity Office Properties
At the following address:
EOP Northwest Properties, L.L.C.
d/b/a First Xxxxxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
B. Paragraph 31 of the Lease, Landlord's Liability, shall be deleted
and the following substituted therefor:
LIMITATION OF LIABILITY. Notwithstanding anything to the contrary
-----------------------
contained in this lease, the liability of landlord (and of any
successor landlord hereunder) to tenant shall be limited to the
interest of landlord in the building, and tenant agrees to look
solely to landlord's interest in the building for the recovery of
any judgment or award against the landlord, it being intended
that neither landlord nor any member, principal, partner,
shareholder, officer, director or beneficiary of landlord shall
be personally liable for any judgment or deficiency. Tenant
hereby covenants that, prior to the filing of any suite for an
alleged default by landlord hereunder, it shall give landlord and
all mortgagees whom tenant has been notified hold mortgages or
deed of trust liens on the property, building or premises notice
and reasonable time to cure such alleged default by landlord. In
addition, tenant acknowledges that any entity managing the
building on behalf of landlord, or which executes this lease as
agent for landlord, is acting solely in its capacity as agent for
landlord and shall not be liable for any obligations,
liabilities, losses or damages arising out of or in connection
with this lease, all of which are expressly waived by tenant.
XI. MISCELLANEOUS.
-------------
A. This Amendment sets forth the entire agreement between the
parties with respect to the matters set forth herein. There have
been no additional oral or written representations or agreements.
Under no circumstances shall Tenant be entitled to any Rent
abatement, improvement allowance, leasehold improvements, or
other work to the Premises, or any similar economic incentives
that may have been provided Tenant in connection with entering
into the Lease, unless specifically set forth in this Amendment.
B. Except as herein modified or amended, the provisions, conditions
and terms of the Lease shall remain unchanged and in full force
and effect.
C. In the case of any inconsistency between the provisions of the
Lease and this Amendment, the provisions of this Amendment shall
govern and control.
D. Submission of this Amendment by Landlord is not an offer to enter
into this Amendment but rather is a solicitation for such an
offer by Tenant. Landlord shall not be bound by this Amendment
until Landlord has executed and delivered the same to Tenant.
E. The capitalized terms used in this Amendment shall have the same
definitions as set forth in the Lease to the extent that such
capitalized terms are defined therein and not redefined in this
Amendment.
F. Tenant hereby represents to Landlord that Tenant has dealt with
no broker, other than Xxxxxx Runstad & Company, in connection
with this Amendment. Tenant agrees to indemnify and hold
Landlord, its members, principals, beneficiaries, partners,
officers, directors, employees, mortgagee(s) and agents, and the
respective principals and members of any such agents
(collectively, the "Landlord Related Parties") harmless from all
claims of any other brokers claiming to have represented Tenant
in connection with this Amendment. Landlord hereby represents to
Tenant that Landlord has dealt with no broker other than Xxxxxx
Runstad & Company, in connection with this Amendment. Landlord
agrees to indemnify and hold Tenant, its members, principals,
beneficiaries, partners, officers, directors, employees, and
agents, and the respective principals and members of any such
agents (collectively, the "Tenant Related Parties") harmless from
all claims of any other brokers claiming to have represented
Landlord in connection with this Amendment.
G. This Amendment shall be of no force and effect unless and until
accepted by any guarantors of the Lease, who by signing below
shall agree that their guarantee shall apply to the Lease as
amended herein, unless such requirement is waived by Landlord in
writing.
IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment
as of the day and year first above written.
WITNESSES; ATTESTATION LANDLORD: EOP Northwest Properties, L.L.C.
a Delaware limited liability company
BY: EOP Northwest Properties, Inc.
a Delaware corporation,
its manager
/s/ [Signature illegible]
--------------------------- By: /s/ XXXX XXXXXXXXX
----------------------------
/s/ [Signature illegible] Name: Xxxx Xxxxxxxxx
--------------------------- --------------------------
Title: Vice President
-------------------------
TENANT: Xxxxx XxxXxxxxx, Inc.,
a Washington corporation
------------------------- By: /s/ XXXXXX X. XXXXXXX, XX.
----------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
------------------------- --------------------------
Title: President and CEO
-------------------------
LANDLORD ACKNOWLEDGMENTS
STATE OF (COLORADO)
COUNTY OF (ARAPAHOE) ss:
I, the undersigned, a Notary Public, in and for the County and State aforesaid,
do hereby certify that Xxxx Xxxxxxxxx, personally known to me to be the Vice
President of EOP Northwest Properties, Inc., a Delaware corporation, manager of
EOP Northwest Properties, L.L.C., a Delaware limited liability company, and
personally known to me to be the same person whose name is subscribed to the
foregoing instrument, appeared before me this day in person and acknowledged
that as such officer of said entity being authorized so to do, (s)he executed
the foregoing instrument on behalf of said entity, by subscribing the name of
such entity by himself/herself as such officer, as a free and voluntary act, and
as the free and voluntary act and deed of said entity, for the uses and purposes
therein set forth.
GIVEN under my hand and official seal this 22 day of September, 1998.
Notary Public /s/ [Signature illegible]
---------------------------------------
Printed Name /s/ [Name illegible]
---------------------------------------
[SEAL
My Commission Expires: 2/18/02 APPEARS
-------------- HERE]
TENANT ACKNOWLEDGMENTS
CORPORATION
STATE OF WASHINGTON )
COUNTY OF KING ) ss: MY COMMISSION EXPIRES 02/18/02
On this the 16th day of July 1998 before me a Notary Public duly authorized
in and for the said County in the State aforesaid to take acknowledgments
personally appeared Xxxxxx X. Xxxxxxx known to me to be the President of Xxxxx
XxxXxxxxx, one of the parties described in the foregoing instrument, and
acknowledged that as such officer, being authorized so to do, (s)he executed the
foregoing instrument on behalf of said corporation by subscribing the name of
such corporation by himself/herself as such officer and caused the corporate
seal of said corporation to be affixed thereto, as a free and voluntary act, and
as the free and voluntary act of said corporation, for the uses and purposes
therein set forth.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
[SEAL
APPEARS Notary Public XXXXXX XXXXXXX
HERE] --------------------------
Printed Name XXXXXX XXXXXXX
--------------------------
My Commission Expires: 4-01-2000
------------
NINTH AMENDMENT
This Ninth Amendment (the "Amendment") is made and entered into
as of the 6th day of November, 1998, by and between EOP Northwest
Properties, L.L.C., a Delaware limited liability company ("Landlord"),
and Xxxxx XxxXxxxxx Incorporated, a Washington corporation ("Tenant").
WITNESSETH
A. WHEREAS, Landlord (as successor in interest to Xxxxxx-Xxxxxxx
Seattle, a Washington general partnership) and Tenant (as
successor in interest to Cable, Xxxxx & Xxxxx) are parties to
that certain lease dated the 8th day of November, 1983, for space
currently containing approximately 31,314 rentable square feet
(the "Original Premises") described as Suite Nos. 3710,
4150 and 4300 on the thirty-seventh (37th), forty-first (41st)
and forty-third (43rd) floors of the building commonly known as
First Interstate Center and the address of which is 000 Xxxxx
Xxxxxx, Xxxxxxx, XX 00000 (the "Building"), which lease has been
previously amended by instruments dated December 19, 1988, August
24, 1992, June 1, 1993, July 20, 1995, April 30, 1997, June 6,
1997, September 26, 1997, and September 21, 1998 (collectively,
the "Lease"); and
B. WHEREAS, Tenant has requested that additional space known as
Suite Nos. 3760 and 3780 containing approximately 3,971 rentable
square feet on the thirty-seventh (37th) floor of the Building
shown on Exhibit A hereto (the "Expansion Space") be added to the
Original Premises and that the Lease be appropriately amended and
Landlord is willing to do the same on the terms and conditions
hereinafter set forth;
C. WHEREAS, the Lease by its terms shall expire on February 28, 2002
("Prior Expiration Date"), and the parties desire to extend the
Term of the Lease for only the Expansion Space, all on the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant agree as follows:
I. EXPANSION AND EFFECTIVE DATE.
----------------------------
A. For the period commencing on the Expansion Effective
Date and ending on the Expiration Date (as such terms
are hereinafter defined), the Premises is increased
from 31,314 rentable square feet on the forty-first
(41st), forty-third (43rd) and thirty-seventh (37th)
floors to 35,285 rentable square feet on the forty-
first (41st), forty-third (43rd) and thirty-seventh
(37th) floors by the addition of the Expansion Space,
and during this period, the Original Premises and the
Expansion Space, collectively, shall be deemed the
Premises, as defined in the Lease. For the period
commencing on the day after the Expiration Date and
ending on the Expansion Expiration Date, the Lease with
respect to the Original Premises shall be terminated
and the Premises shall be the Expansion Space only,
unless Tenant has exercised its option to extend the
Lease term pursuant to Item 15 of Exhibit C to the
Lease. The Lease term for the Expansion Space (the
"Expansion Space Term") shall commence on the Expansion
Effective Date and end on the Expansion Expiration Date
(as hereinafter defined), unless sooner terminated
pursuant to the terms of the Lease. The Expansion Space
is subject to all the terms and conditions of the Lease
except as expressly modified herein and except that
Tenant shall not be entitled to receive any allowances,
abatement or other financial concession granted with
respect to the Original Premises unless such
concessions are expressly provided for herein with
respect to the Expansion Space.
B. The Expansion Effective Date shall be December 1, 1998.
II. EXTENSION. The Term with respect to the Expansion Space only
---------
is hereby extended for a period of twenty-one (21) months
and shall expire on November 30, 2003 ("Expansion Expiration
Date"), unless sooner terminated in accordance with the
terms of the Lease.
III. MONTHLY RENT.
------------
In addition to Tenant's obligation to pay Rent for the Original
Premises, Tenant shall pay Landlord the sum of Seven Hundred Thirty
Four Thousand Six Hundred Thirty Five and 20/100 Dollars ($734,635.20)
as Rent for the Expansion Space in sixty (60) monthly installments as
follows:
A. Sixty (60) equal installments of Twelve Thousand Two Hundred
Forty Three and 92/100 Dollars ($12,243.92) each payable on or
before the first day of each month during the period beginning
December 1, 1998 and ending November 30, 2003.
All such Rent shall be payable by Tenant in accordance with the terms
of Section 4 of the Lease.
IV. ADDITIONAL SECURITY DEPOSIT. Intentionally omitted.
---------------------------
V. TENANT'S PERCENTAGE OF THE BUILDING. For the period commencing with
-----------------------------------
the Expansion Effective Date and ending on the Expansion Expiration
Date, Tenant's Percentage of the Building for the Expansion Space is
four thousand one hundred eighty-one ten-thousandths percent
(0.4181%).
VI. OPERATING COSTS AND TAXES. For the period commencing on January 1,
-------------------------
1999 and ending on the Expansion Expiration Date, Tenant shall pay for
its pro rata share of Operating Costs and Taxes applicable to the
Expansion Space in accordance with the terms of Sections 8 and 9 of
the Lease, as amended; provided, however, during such period, the Base
Year for the computation of Tenant's pro rata share of Operating Costs
and Taxes applicable to the Expansion Space is 1998.
VII. IMPROVEMENTS TO EXPANSION SPACE.
-------------------------------
A. CONDITION OF EXPANSION SPACE. Tenant has inspected the Expansion
Space and agrees to accept the same "as is" without any
agreements, representations, understandings or obligations on the
part of Landlord to perform any alterations, repairs or
improvements, except as may be expressly provided otherwise in
this Amendment.
B. COST OF IMPROVEMENTS TO EXPANSION SPACE. Provided Tenant is not
in default, Tenant shall be entitled to receive an improvement
allowance (the "Expansion Improvement Allowance") in an amount
not to exceed Thirty Nine Thousand Seven Hundred Ten and No/100
Dollars ($39,710.00) (i.e.,$10.00 per rentable square foot of the
Expansion Space) to be applied toward the cost of performing
initial construction, alteration or improvement of the Expansion
Space, including but not limited to the cost of space planning,
design and related architectural and engineering services. In the
event the total cost of the initial improvements to the Expansion
Space exceeds the Expansion Improvement Allowance, Tenant shall
pay for such excess upon demand. The entire unused balance of the
Expansion Improvement Allowance, if any, shall accrue to the sole
benefit of Landlord. Landlord shall pay such Expansion
Improvement Allowance directly to the contractors retained to
perform the construction, design or related improvement work to
the Expansion Space.
C. RESPONSIBILITY FOR IMPROVEMENTS TO EXPANSION SPACE. Landlord
shall enter into a direct contract for the initial improvements
to the Expansion Space with a general contractor selected by
Landlord. Tenant shall devote such time in consultation with
Landlord or Landlord's architect as may be required to provide
all information Landlord deems necessary in order to enable
Landlord to complete, and obtain Tenant's written approval of,
the plans for the initial improvements to the Expansion Space in
a timely manner. All plans for the initial improvements to the
Expansion Space shall be subject to Landlord's consent, which
consent shall not be unreasonably withheld. If the cost of such
improvements exceeds the Expansion Improvement Allowance, then
prior to commencing any construction of improvements to the
Expansion Space, Landlord shall submit to Tenant and written
estimate setting forth the anticipated cost, including but not
limited
to the cost of space planning, design and related architectural
and engineering services, labor and materials, contractor's fees,
and permit fees. Within a reasonable time thereafter, Tenant
shall either notify Landlord in writing of its approval of the
cost estimate or specify its objections thereto and any desired
changes to the proposed improvements. In the event Tenant
notifies Landlord of such objections and desired changes, Tenant
shall work with Landlord to reach a mutually acceptable
alternative cost estimate.
D. Tenant acknowledges that the improvement work to the Expansion
Space may be performed by Landlord in the Expansion Space during
Normal Business Hours subsequent to the Expansion Effective Date.
Landlord and Tenant agree to cooperate with each other in order
to enable the improvement work to the Expansion Space to be
performed in a timely manner and with as little inconvenience to
the operation of Tenant's business as is reasonably possible.
Notwithstanding anything herein to the contrary, any delay in the
completion of the improvement work to the Expansion Space or
inconvenience suffered by Tenant during the performance of the
improvement work to the Expansion Space shall not subject
Landlord to any liability for any loss or damage resulting
therefrom or entitle Tenant to any credit, abatement or
adjustment of Rent or other sums payable under the Lease.
VIII. EARLY ACCESS TO EXPANSION SPACE. During any period that Tenant shall
-------------------------------
be permitted to enter the Expansion Space prior to the Expansion
Effective Date (e.g., to perform alterations or improvements, if any),
Tenant shall comply with all terms and provisions of the Lease, except
those provisions requiring payment of Rent of Additional Rent as to
the Expansion Space. If Tenant takes possession of the Expansion Space
prior to the Expansion Effective Date for any reason whatsoever (other
than the performance of work in the Expansion Space with Landlord's
prior approval), such possession shall be subject to all the terms and
conditions of the Lease and this Amendment, and Tenant shall pay Rent
and Additional Rent as applicable to the Expansion Space to Landlord
on a per diem basis for each day of occupancy prior to the Expansion
Effective Date.
IX. OTHER PERTINENT PROVISIONS. Landlord and Tenant agree that, effective
--------------------------
as of the date hereof (unless different effective dates are
specifically referenced in this Section), the Lease shall be amended
in the following additional respects:
A. PARKING. Effective as of the Expansion Effective Date, Section
-------
1(i), "Parking", of the Lease is deleted in its entirety and the
following shall be substituted in lieu thereof as Item 18 to
Exhibit C, Addendum to Lease:
18. PARKING.
A. During the period commencing on the Expansion Effective
Date and ending on the Expiration Date, Tenant agrees
to lease from Landlord and Landlord agrees to lease to
Tenant up to a total of twenty three (23) unreserved,
self-park parking spaces (collectively, the "Spaces")
plus two (2) unreserved valet-park parking spaces on a
monthly as available basis, as determined by Landlord,
in the Building garage ("Garage") for the use of Tenant
and its employees. During the period commencing March
1, 2002 and ending on the Expansion Expiration Date,
Tenant shall have the right to lease from Landlord and
Landlord agrees to lease to Tenant up to a total of two
(2) unreserved, self-park parking spaces (collectively,
the "Spaces") in the Building garage ("Garage") for the
use of Tenant and its employees. No deductions or
allowances shall be made for days when Tenant or any of
its employees does not utilize the parking facilities
or for Tenant utilizing less than all of the Spaces.
Tenant shall not have the right to lease or otherwise
use more than the number of reserved and unreserved
Spaces set forth above.
B. In addition Landlord will work with Tenant to satisfy
its parking needs to the extent possible given the
terms or conditions of other leases in the Building. So
long as there is a surplus of parking spaces in the
Garage due to Xxxxx Fargo Bank (or its successor in the
lease) not using all of the parking called for in its
lease, Tenant may lease up to forty nine (49) parking
spaces in the Garage.
C. During the period commencing on the Expansion Effective
Date and ending on the Expansion Expiration Date,
Tenant shall pay Landlord the sum of $200.00 per month,
plus applicable tax thereon, if any, for each
unreserved Space leased by Tenant hereunder, as such
rates may be adjusted from time-to-time to reflect the
then current rate for parking in the Garage.
D. Except for particular spaces and areas designated by
Landlord for reserved parking, all parking in the
Garage and surface parking areas serving the Building
shall be on an unreserved, first-come, first-served
basis.
E. Landlord shall not be responsible for money, jewelry,
automobiles or other personal property lost in or
stolen from the Garage or the surface parking areas
regardless of whether such loss or theft occurs when
the Garage or other areas therein are locked or
otherwise secured. Except as caused by the negligence
or willful misconduct of Landlord and without limiting
the terms of the preceding sentence, Landlord shall not
be liable for any loss, injury or damage to persons
using the Garage or the surface parking areas or
automobiles or other property therein, it being agreed
that, to the fullest extent permitted by law, the use
of the Spaces shall be at the sole risk of Tenant and
its employees.
F. Landlord shall have the right from time to time to
designate the location of the Spaces and to promulgate
reasonable rules and regulations regarding the Garage,
the surface parking areas, if any, the Spaces and the
use thereof, including, but not limited to, rules and
regulations controlling the flow of traffic to and from
various parking areas, the angle and direction of
parking and the like. Tenant shall comply with and
cause its employees to comply with all such rules and
regulations as well as all reasonable additions and
amendments thereto.
G. Tenant shall not store or permit its employees to store
any automobiles in the Garage or on the surface parking
areas without the prior written consent of Landlord.
Except for emergency repairs, Tenant and its employees
shall not perform any work on any automobiles while
located in the Garage or on the Property. If it is
necessary for Tenant or its employees to leave an
automobile in the Garage or on the surface parking
areas overnight, Tenant shall provide Landlord with
prior notice thereof designating the license plate
number and model of such automobile.
H. Landlord shall have the right to temporarily close the
Garage or certain areas therein in order to perform
necessary repairs, maintenance and improvements to the
Garage or the surface parking areas, if any.
I. Tenant shall not assign or sublease any of the Spaces
without the consent of Landlord. Landlord shall have
the right to terminate this Parking Agreement with
respect to any Spaces that Tenant desires to sublet or
assign.
J. Landlord may elect to provide parking cards or keys to
control access to the Garage or surface parking areas,
if any. In such event, Landlord shall provide Tenant
with one card or key for each Space that Tenant is
leasing hereunder, provided that Landlord shall have
the right to require Tenant or its employees to place a
deposit on such access cards or keys and to pay a fee
for any lost or damaged cards or keys.
K. Landlord hereby reserves the right to enter into a
management agreement or lease with an entity for the
Garage ("Garage Operator"). In such event, Tenant, upon
request of Landlord, shall enter into a parking
agreement with the Garage Operator and pay the Garage
Operator the monthly charge established hereunder, and
Landlord shall have no liability for claims arising
through acts or omissions of the Garage Operator unless
caused by Landlord's negligence or willful misconduct.
It is understood and agreed that the identity of the
Garage Operator may change from time to time during the
Lease Term. In connection therewith, any parking lease
or agreement entered into between Tenant and a Garage
Operator shall be freely assignable by such Garage
Operator or any successors thereto.
B. Exhibit B, Building Rules and Regulations, attached hereto shall
be added to the Lease and made a part thereof.
C. Landlord and Tenant specifically agree that should Tenant
effectively exercise either or both of its options to extend the
Lease term pursuant to Item 15 of Exhibit C to the Lease, such
extensions shall automatically apply to the Original Premises as
well as the Expansion Space, and the Original Premises and the
Expansion Space thereupon shall be subject to the terms of Item
15 of Exhibit C to the Lease. The Lease term then as to said
Original Premises and the Expansion Space shall expire
coterminously at the conclusion of the 2002 Extended Term or the
2007 Extended Term, as the case may be.
X. Miscellaneous.
-------------
A. This Amendment sets forth the entire agreement between the
parties with respect to the matters set forth herein. There have
been no additional oral or written representations or agreements.
Under no circumstances shall Tenant be entitled to any Rent
abatement, improvement allowance, leasehold improvements, or
other work to the Premises, or any similar economic incentives
that may have been provided Tenant in connection with entering
into the Lease, unless specifically set forth in this Amendment.
B. Except as herein modified or amended, the provisions, conditions
and terms of the Lease shall remain unchanged and in full force
and effect.
C. In the case of any inconsistency between the provisions of the
Lease and this Amendment, the provisions of this Amendment shall
govern and control.
D. Submission of this Amendment by Landlord is not an offer to enter
into this Amendment but rather is a solicitation for such an
offer by Tenant. Landlord shall not be bound by this Amendment
until Landlord has executed and delivered the same to Tenant.
E. The capitalized terms used in this Amendment shall have the same
definitions as set forth in the Lease to the extent that such
capitalized terms are defined therein and not redefined in this
Amendment.
F. Tenant hereby represents to Landlord that Tenant has dealt with
no broker, other than Xxxxxx Runstad & Company, in connection
with this
Amendment. Tenant agrees to indemnify and hold Landlord, its
members, principals, beneficiaries, partners, officers,
directors, employees, mortgagee(s) and agents, and the respective
principals and members of any such agents (collectively, the
"Landlord Related Parties") harmless from all claims of any other
brokers claiming to have represented Tenant in connection with
this Amendment. Landlord hereby represents to Tenant that
Landlord has dealt with no broker other than Xxxxxx Runstad &
Company, in connection with this Amendment. Landlord agrees to
indemnify and hold Tenant, its members, principals,
beneficiaries, partners, officers, directors, employees, and
agents, and the respective principals and members of any such
agents (collectively, the "Tenant Related Parties"), harmless
from all claims of any other brokers claiming to have represented
Landlord in connection with this Amendment.
IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment
as of the day and year first above written.
LANDLORD: EOP NORTHWEST PROPERTIES, L.L.C.,
A DELAWARE LIMITED LIABILITY
COMPANY
BY: EOP Northwest Properties, Inc.
a Delaware corporation, its manager
By: /s/ XXX XXXXX
-------------------------------
NAME: XXX XXXXX
-----------------------------
Title: Senior Vice President
----------------------------
TENANT: XXXXX XXXXXXXXX, INCORPORATED,
A WASHINGTON CORPORATION
By: /s/ XXXXXX XXXXXXX, XX.
----------------------------------
Name: Xxxxxx Xxxxxxx, Xx.
--------------------------------
Title: President
--------------------------------
LANDLORD ACKNOWLEDGMENTS
STATE OF (COLORADO)
--------
COUNTY OF (ARAPOHOE) ss:
--------
I, the undersigned, a Notary Public, in and for the County and State
aforesaid, do hereby certify that Xxx X. Xxxxx, personally known to me to be
------------
the Vice President of EOP Northwest Properties, Inc., a Delaware corporation,
----
manager of EOP Northwest Properties, L.L.C., a Delaware limited liability
company, and personally known to me to be the same person whose name is
subscribed to the foregoing instrument, appeared before me this day in person
and acknowledged that as such officer of said entity being authorized so to do,
(s)he executed the foregoing instrument on behalf of said entity, by subscribing
the name of such entity by himself/herself as such officer, as a free and
voluntary act, and as the free and voluntary act and deed of said entity, for
the uses and purposes therein set forth.
GIVEN under my hand and official seal this 16 day of November 1998
--- --------- --
Notary Public /s/ [Signature illegible]
--------------------------
Printed Name /s/ [Name illegible]
-----------------------
[SEAL APPEARS HERE]
My Commission Expires: 2/18/02
--------
TENANT ACKNOWLEDGMENTS
Corporation
STATE OF (WASHINGTON)
----------
COUNTY OF (KING ) ss:
---------
On this the 30th day of October, 1998, before me a Notary Public duly
---- ------- --
authorized in and for the said County in the State aforesaid to take
acknowledgments personally appeared Xxxxxx X. Xxxxxxx, Xx. known to me to be the
---------------------- ---
President of Xxxxx XxxXxxxxx one of the parties described in the foregoing
---------------
instrument, and acknowledged that as such officer, being authorized so to do,
(s)he executed the foregoing instrument on behalf of said corporation by
subscribing the name of such corporation by himself/herself as such officer
and caused the corporate seal of said corporation to be affixed thereto, as a
free and voluntary act, and as the free and voluntary act of said corporation,
for the uses and purposes therein set forth .
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public /s/ XXXXXX XXXXXXX
--------------------
[SEAL
APPEARS
Printed Name XXXXXX XXXXXXX HERE]
----------------------
My Commission Expires: 4.1.2000
----------
