EASTLAKE CENTER
OFFICE LEASE AGREEMENT
Landlord: XXXXX EASTLAKE LIMITED P.S.
Tenant: XXXXXXXXX.XXX. INC.
Date: JULY 27,1999
EASTLAKE CENTER
OFFICE LEASE AGREEMENT
THIS LEASE is made as of this 31st day of July, 1999, by and between
XXXXX EASTLAKE LIMITED PARTNERSHIP, a Washington partnership (hereinafter
referred to as 'Landlord'), and XXXXXXXXX.XXX, INC. a Washington corporation
(hereinafter referred to as 'Tenant').
LEASE SUMMARY
Section 1.1 THE BUILDING
(a) Name: Eastlake Center
(b) Address: 0000 Xxxxxxxx Xxxxxx Xxxx
Xxxxxxx, XX 00000
(c) Total Rentable Area of Building 80,704 sq. ft.
THE PREMISES
(a) Total Rentable Area: 5,800 rentable sq. ft.
(approximately)
(b) Load Factor: 16 + or -
(b) Floor Location: Second Floor
(c) Suite Number: #230
Section 2.1 USE OF PREMISES AND TENANT'S TRADE NAME
(a) Tenant's Trade Name: Xxxxxxxxx.Xxx
(b) Use of Premises: General Office
Section 3.1 LEASE TERM
(a) Twelve months fifteen days
(b) Target Lease Commencement Date: August 16, 1999
Section 4.1 BASIC RENT
Rent Per Rentable
-----------------
Month(s) Monthly Rent Installment Sq. Ft. per year
-------- ------------------------ -----------------
1-12 $13,533.34 $28.00
Renewal Option Year
13-30 $14,741.67 $30.50
(i)
Section 4.2 OPERATING EXPENSES
(a) Tenant's Proportionate 8% of Total Rentable Area of
Share Building
(b) Base Year: 1999
Section 5.1 SECURITY DEPOSIT
(a) Security Deposit: $0.00
Section 5.2 PREPAID RENT
(a) Prepaid Rent: $27,066.68
(b) Month(s) to which the First and Last Month
Prepaid Rent is applied:
Section 19.1 ADDRESSES FOR NOTICES
(a) Landlord: (b) Tenant:
Xxxxxxx X. Xxxxx Xxxxx Xxxxxxx
Eastlake Center Xxxxxxxxx.Xxx, Inc.
0000 Xxxxxxxx Xxxxxx Xxxx 0000 Xxxxxxxx Xxxxxx Xxxx #000
#000 Xxxxxxx, Xxxxxxxxxx 00000
Xxxxxxx, Xxxxxxxxxx 00000
Section 21.13 BROKERS' COMMISSION
(a) Xxxx Xxxx
(b) The Staubach Company
(ii)
OFFICE LEASE AGREEMENT
ARTICLE I
PREMISES
SECTION 1.1 PREMISES DEFINED. Landlord hereby leases to Tenant, and
Tenant hereby leases from Landlord, upon the terms and conditions hereinafter
set forth, those certain premises and improvements consisting of the floor area
and the location described in the Lease Summary and shown outlined in red on the
plans attached hereto as EXHIBIT A (hereinafter referred to as the "Premises").
The Premises are located in the building known as the Eastlake Center building
(the "Building") which is situated in the City of Seattle, County of King, State
of Washington and located upon the real property described in EXHIBIT B (the
"Property").
SECTION 1.2 ALTERATIONS. Tenant acknowledges that EXHIBIT A sets forth
the floor plan for the floor of the Building on which the Premises is located
and the location of the Premises thereon. Landlord may in its sole discretion
increase, decrease, or change the number, locations and dimensions of any
hallways, lobby areas and other improvements shown on EXHIBIT A that are not
within the Premises as well as any of the hallways, lobby areas and other
improvements within the Building. Landlord reserves the right from time to time
upon reasonable notice, (a) to install, use, maintain, repair, relocate and
replace pipes, ducts, conduits, wires, and appurtenant meters and equipment for
service to the Premises or to other parts of the Building which are above the
ceiling surfaces, below the floor surfaces, within the walls and in the central
core areas of the Building which are located within the Premises or located
elsewhere in the Building; (b) to alter or expand the Building; and (c) to
alter, relocate or substitute any of the Common Areas, as defined in Section 1.4
below.
SECTION 1.3 CONDITION OF PREMISES. The Premises are leased by Landlord
and accepted by Tenant in an "as is" condition, subject to any improvements,
alterations or modifications to be made pursuant to Article VII below, and the
requirement of Landlord to complete the improvements specified therein.
SECTION 1.4 COMMON AREAS. So long as Tenant occupies the Premises
under the terms of this Lease, Tenant, its licensees, invitees, customers and
employees shall have the non-exclusive right to use all entrances, lobbies, and
other public areas of the Building (the "Common Areas") in common with Landlord,
other Building tenants, and their respective licensees, invitees, customers and
employees. The use of the Common Areas shall be subject to the terms and
conditions of this Lease.
-1-
ARTICLE II
BUSINESS PURPOSE AND USE
SECTION 2.1 PERMITTED USES. Tenant shall use the Premises solely for
the purposes and under the trade name specified in the Lease Summary, and for no
other business or purpose without the prior written consent of the Landlord.
SECTION 2.2 PROHIBITED USES. Provided that Tenant is provided with
written Notice of activities which are prohibited, Tenant shall not do or permit
anything to be done in or about the Premises, nor bring or keep anything
therein, which will (a) in any way increase the existing rate of or affect any
policy of fire or other insurance upon the Building or any of its contents, or
cause a cancellation of any insurance policy covering any part thereof or any of
its contents; (b) obstruct or interfere in any way with the rights of other
tenants or occupants of the Building or injure or unreasonably annoy any of
them; or (c) use or allow the Premises to be used for any improper, unlawful or
objectionable purposes. Tenant shall not cause, maintain or permit any nuisance
in, on or about the Premises, nor shall Tenant commit or suffer to be committed
any waste in, on or about the Premises. Tenant shall not place upon or install
in windows or other openings any signs, symbols, drapes, or other material
without written approval of Landlord, which approval shall not be unreasonably
withheld, conditioned or delayed. Tenant shall not place any object or barrier
within, or otherwise obstruct, any of the Common Areas.
SECTION 2.3 COMPLIANCE WITH LAWS. Tenant shall at all times comply
with all laws, ordinances and any regulations promulgated by any governmental
authority having jurisdiction over the Building and/or the Premises; provided,
however, that Tenant shall not be required to make structural or other changes
to the Building and/or the Premises to comply with the Americans with
Disabilities Act or any other laws. To the extent Landlord is required by the
City of Seattle to maintain carpooling and public transit programs, Tenant shall
cooperate in the implementation and use of these programs by and among Tenant's
employees.
ARTICLE III
TERM
SECTION 3.1 TERM. The term of this Lease shall commence on August 16,
1999 (such day of the calendar month shall be referred to as the "Lease
Commencement Date"):
-2-
(a) The date upon which Landlord has notified Tenant that the
Premises are complete and the Landlord tenders delivery of the Premises to
Tenant as provided in Section 3.3(a) below; or
(b) The date that Tenant takes possession or beneficial
occupancy of the Premises; provided, that if the first to occur of (a) or (b)
above falls on a day other than the first day of a calendar month, Tenants rent
and other obligations pursuant to this Lease for the first month of the Lease
Term (as defined below) shall be prorated based upon the number of days from and
including the first to occur of (a) or (b) above to the end of such first month.
From the Lease Commencement Date, the term of this Lease shall continue
for the time period specified in the Lease Summary, the expiration of which
shall be the Termination Date of this Lease, unless this Lease is sooner
terminated as hereinafter provided. The period between the Lease Commencement
Date and the Termination Date shall be referred to as the "Lease Term" or
"Term." The Landlord and Tenant acknowledge that certain obligations under the
provisions of this Lease may be binding upon them prior to the Lease
Commencement Date, such as, but not limited to, the provisions of EXHIBIT C, and
Landlord and Tenant shall be bound by such provisions prior to the Lease
Commencement Date.
SECTION 3.2 LEASE YEAR. "Lease Year" shall mean that period of twelve
(12) consecutive months which ends on December 31st of each year and which falls
within the Term of this Lease; PROVIDED, HOWEVER, the first Lease Year (which
may be a partial Lease Year) shall mean that period from the Lease Commencement
Date until the December 31st first occurring after the Lease Commencement Date
and the last Lease Year (which may be a partial Lease Year) shall mean that
period from the January 1st last occurring during the Term of this Lease until
the Termination Date.
SECTION 3.3 POSSESSION BY TENANT. Landlord shall deliver to Tenant,
and Tenant shall accept from Landlord, possession of the Premises, in its "as
is" condition, subject to a commercially reasonable completion of the
"Landlord's work" specified on Exhibit C.
ARTICLE IV
RENT
SECTION 4.1 BASIC RENT. Tenant shall pay to Landlord as minimum rental
for the use and occupancy of the Premises the "Basic Rent" as specified in the
Lease Summary. Basic Rent shall be payable in Monthly Rent Installments of the
amount specified in the Lease Summary, on or before the first day of each month
of the Lease Term beginning on the August 16, 1999 (the Lease Commencement
Date). Basic Rent for any partial
-3-
year shall be prorated based upon the actual number of months left in such
partial year. The Monthly Rent Installment for any partial month shall be
prorated based upon the actual number of days in that partial month.
SECTION 4.2 OPERATING EXPENSES.
(a) This is a fully serviced, gross Lease. All Operating
Expenses (as hereafter defined below) shall be included in the Basic Rent from
the Lease Commencement Date through the Base Year. With respect to each Lease
Year following the Base Year, the Tenant shall pay, in monthly installments and
as "Additional Rent," an amount equal to the "Tenant's Proportionate Share" (as
hereinafter defined) of actual Operating Expenses minus Tenant's Proportionate
Share of actual Operating Expenses for the Base Year. The Base Year is as set
forth in the Lease Summary. Notwithstanding anything herein to the contrary,
Tenant shall in no event pay less than the Basic Rent in any calendar year.
(b) "Tenant's Proportionate Share" shall be computed by
dividing the Total Rentable Area of the Premises by the Total Rentable Area of
the Building. Tenant's Proportionate Share upon the Lease Commencement Date for
the entire Premises is as specified in the Lease Summary.
(c) "Rentable Area of the Building" and "Rentable Area of the
Premises" are defined as those areas obtained by measuring the Building and
Premises in accordance with the method of measuring rentable office space
specified in the 1996 American National Standards Institute Publication
(otherwise known as "BOMA Standard"). The Total Rentable Area of the Building
and Total Rentable Area of the Premises, as of the Lease Commencement Date, are
as specified in the Lease Summary. The Total Rentable Area of the Premises
exceeds the usable area of the Premises to include a pro rata share of hallways,
restrooms, and other common elements located on the floor on which the Premises
are located.
(d) Landlord shall provide Tenant with a written estimate of
Operating Expenses for the succeeding year within one hundred and eighty (180)
days after the start of each Lease Year during the Lease Term, following the
first Lease Year of the Lease Term. Tenant shall then pay to Landlord, monthly
in advance, one-twelfth (1/12) of Tenant's Proportionate Share of the estimated
Operating Expenses for the said Lease Year in excess of Tenant's Proportionate
Share of the Operating Expenses for the Base Year. In the event any item of
actual Operating Expenses, including without limitation those items identified
in subparagraph (f) below, increases five percent (5%) or more in price or cost
over any six (6) month period, Landlord shall have the option to pass through to
Tenant Tenant's Proportionate Share of any increase in the actual Operating
Expenses upon thirty (30) days' written notices from Landlord to Tenant.
-4-
(e) Within one hundred eighty (180) days after the end of every
Lease Year during the Lease Term, Landlord shall provide the Tenant with a
written statement of the actual Operating Expenses for that Lease Year. If the
actual Operating Expenses should exceed the estimated amount with respect to
such Lease Year, then Tenant shall pay Landlord the additional amount due to the
Landlord within ten (10) days and, if actual Operating Expenses should be less
than the estimated Total Operating Expenses for that Lease Year, then Landlord
shall credit, against future Additional Rent due under this Article, the amount
of any overpayment by Tenant.
(f) "Operating Expenses" as used herein shall mean all costs,
expenses and other charges incurred by Landlord in connection with the
ownership, operation, repair and maintenance of the Property and the Building
including, but not limited to:
(i) Reasonable wages, salaries and fringe benefits of
all employees and contractors engaged in the operation, repair and maintenance
of the Property and/or the Building; employer's Social Security taxes,
unemployment taxes or insurance, and any other taxes which may be levied against
Landlord on those wages and salaries; and the cost to Landlord of disability and
hospitalization insurance and pension or retirement benefit for these employees;
(ii) Reasonable cost of all supplies and materials used
in the operation, repair and maintenance of the Property and/or the Building;
(iii) Reasonable cost of water and power, and cost of
healing, lighting, air conditioning and ventilating the Building, the Common
Areas and the Premises, which costs shall be based on either Tenant's
Proportionate Share or separately allocated to the Premises, at Landlord's
option, based upon either direct usage, if separately metered, or an appropriate
allocation among all tenants consuming those services as measured from the meter
monitoring this usage;
(iv) Reasonable cost of maintenance, repair, depreciation
and replacement of machinery, tools and equipment (if owned by Landlord) and for
rental paid for such machinery, tools and equipment (if rented) used in
connection with the operation or maintenance of the Building;
(v) Reasonable cost of all premiums and deductibles on
policies of compensation, public liability, property damage, automobile, garage
keepers, rental loss and any other policies of insurance maintained by Landlord
with respect to the Property, Building or any insurable interest therein. Cost
of casualty and liability insurance applicable to the Property and/or the
Building, the improvements therein, and Landlord's personal property used in
connection therewith;
-5-
(vi) Reasonable cost of janitorial services, repairs,
replacements, and general maintenance of the Property and Building including
without limitation landscaping, window cleaning, and exterior and interior
painting;
(vii) Reasonable cost of any capital improvements made or
installed for purposes of saving labor or otherwise reducing applicable
operating costs amortized over the useful life of such improvements, as
determined by Landlord in accordance with generally accepted accounting
principles and practices in effect at the time of acquisition of the capital
item;
(viii) Reasonable costs in connection maintaining,
repairing and operating the parking areas and parking garage at the Building or
any other parking utilized in connection with the operation of the Building and
Landlord shall not be required to offset any such costs by parking related
revenues;
(ix) Reasonable cost of all taxes and assessments and
governmental charges whether federal, state, county or municipal and any other
taxes and assessments attributable to the Property and/or the Building
(including any parking facilities used in connection therewith) or its
operation, including without limitation real property taxes and assessments and
any tax or other levy, however denominated, on or measured by the rental
collected by the Landlord with respect to the Building, but excluding federal
and state taxes on income;
(x) The reasonable cost of maintaining any public
transit system, vanpool, or other public or semi-public transportation imposed
upon Landlord's ownership and operation of the Building;
(xi) Reasonable cost of all accounting and other
professional fees incurred in connection with the operation of the Property
and/or the Building;
(xii) A reasonable management fee, not to exceed 5% of
revenues or current market rates, which may be payable to the Landlord or to a
management company;
(xiii) Reasonable cost of replacing nonspecialty lamps,
bulbs, starters and ballast's used in the Building, other than those for which
the cost is billed directly to a tenant.
Operating Expenses shall not include expenses for which the Landlord is
reimbursed or indemnified (either by an insurer, condemnor, tenant or
otherwise); expenses incurred in leasing or procuring tenants (including,
without limitation, lease commissions, legal expenses, and expenses of
renovating space for tenants); legal expenses arising out of disputes with
tenants or the enforcement of the provisions of any
-6-
lease of space in the Building; interest or amortization payments on any
mortgage or mortgages, and rental under any ground or underlying lease or
leases; costs of any work or service performed for or facilities furnished to a
tenant at the tenants cost; the cost of construction defects (latent or
otherwise) in the construction of the Building, except those conditions (not
occasioned by construction defects) resulting from wear and tear shall not be
deemed defects; and costs of capital improvements and depreciation and
amortization (except as provided in Section 4.2(Q(vii) or otherwise above).
(g) Tenant shall have the right upon fulfillment of the
conditions set forth below, to conduct one (1) audit of the Landlord's books and
records covering the Operating Expenses for a particular calendar year to verify
the accuracy of the Landlord's determination of the Tenants Proportionate Share
of such Operating Expenses. The conditions which must be met before Tenant
shall have the right to audit the books and records of a particular calendar
year are as follows:
(1) Tenant must provide Landlord not less than thirty
(30) days' prior written notice of the Tenant's election to audit (the "Tenants
Notice of Audit"), together with the information concerning the auditor as
outlined in Subparagraph (4) below, which Tenant's Notice of Audit and
information must be delivered to Landlord within sixty (60) days after Tenant's
receipt of the Landlord's statement of actual Operating Expenses for a
particular calendar year.
(2) Tenant's audit must be undertaken and completed by
Tenant or its agents at reasonable times during Landlord's normal business hours
at the place where the Landlord's records are kept. Said audit must be
completed within ninety (90) days of Tenant's receipt of the Landlord's
statement of Operating Expenses for a particular calendar year.
(3) Tenant shall not be entitled to conduct an audit if
Tenant is in default under this Lease at the time Tenant gives its Tenant's
Notice of Audit or at the time the Tenant or its agent undertakes the audit.
(4) At the time the Tenant delivers its Tenant's Notice
of Audit to Landlord, the Tenant shall also provide evidence reasonably
acceptable to the Landlord that the audit will be a "fair and true audit." For
the purposes hereof, the term "fair and true audit" shall mean that the review
of the subject books and records shall be undertaken and completed by the
Tenant, its officers or employees, or by an independent accounting firm being
paid on an hourly basis and that in no event will the party auditing the books
(or that party's employer or principal) directly or indirectly base the
compensation or fees for such audit work upon a percentage of the savings found
or the return due the Tenant by reason of that audit.
-7-
(h) The Tenant's rights to audit the Landlord's books and
records shall be strictly limited to the right set forth above and the Tenant
shall have no right to audit any of the Landlord's books or records for any
calendar year before or after the Lease Term or for any calendar year other than
the immediately preceding calendar year as set forth above. All costs and
expenses of the audit shall be borne solely by the Tenant.
(i) A true and correct copy of the audit shall be delivered to
the Landlord within fifteen (15) days of the completion of such audit if Tenant
requests a credit for overpayment. Any overpayment shown by such audit shall be
subject to the Landlord's verification within fifteen (15) days of such audit,
and, upon such verification, shall be given to the Tenant as a credit against
Operating Expenses next falling due or, if after the expiration of the Term,
shall be paid directly to Tenant.
SECTION 4.3 RENT. The terms "Rent" and "Rental" as used in this Lease
shall mean all amounts to be paid hereunder by Tenant whether those sums are
designated as Basic Rent or Additional Rent and as adjusted by the terms of this
Lease. Failure by Tenant to pay any sum of Rent due under this Article IV shall
entitle Landlord to pursue any or all remedies specified in this Lease as well
as remedies specified in RCW Chapter 59.12 or otherwise allowed by law.
SECTION 4.4 PLACE OF PAYMENT. All Rent shall be paid to the Landlord
on or before the first day of each calendar month at the address to which
notices to Landlord are to be given. All Rental payments to be made hereunder,
whether Basic Rent, or Additional Rent or otherwise, are to be made without
deduction, setoff, prior notice or demand by Landlord.
ARTICLE V
SECURITY DEPOSIT AND PREPAID RENT
SECTION 5.1 SECURITY DEPOSIT. Contemporaneously with Tenant's
execution of this Lease, Tenant shall pay to Landlord the sum set forth as the
Security Deposit in the Lease Summary as security for the full and faithful
performance of every provision of this Lease to be performed by Tenant. If
Tenant materially defaults with respect to any provision of this Lease,
including but not limited to the provisions relating to the payment of Rent the
repair of damage to the Premises caused by Tenant and/or cleaning the Premises
upon termination of this Lease, Landlord may reasonably use, apply or retain all
or any part of this Security Deposit for the payment of any Rent or any other
sum in default the repair of such damage to the Premises, the cost of cleaning
or for the payment of any other amount which Landlord may spend or become
obligated to spend by reason of Tenants default or to compensate Landlord for
any other loss or damage which Landlord may suffer by reason of Tenants default
to the full extent permitted by
-8-
law. If any portion of said Security Deposit is so used or applied, Tenant
shall, within ten (10) days after written demand therefor, deposit cash with
Landlord in an amount sufficient to restore the Security Deposit to its original
amount and Tenant's failure to do so shall be a material breach of this Lease.
Landlord shall not be required to keep Tenant's Security Deposit separate from
its general funds, and Tenant shall not be entitled to interest on the Security
Deposit. If Tenant shall fully and faithfully perform every provision of this
Lease to be performed by it the Security Deposit or any balance thereof shall be
returned to Tenant (or, at Landlord's option, to the last assignee of Tenant's
interest hereunder) within ten (10) days after the expiration of the Lease Term.
SECTION 5.2 PREPAID RENT. Contemporaneously with Tenant's execution of
this Lease, Tenant shall pay to Landlord the sum set forth as Prepaid Rent in
the Lease Summary to be applied to Basic Rent for the month during the Term
hereof as specified in the Lease Summary. In the event Tenant defaults under
the terms of this Lease prior to the application of the Prepaid Rent, such sums
shall be held as a Security Deposit to be disposed of in accordance with
Section 5.1 above.
ARTICLE VI
TAXES
SECTION 6.1 PERSONAL PROPERTY TAXES. Tenant shall pay before
delinquency all license fees, public charges, property taxes and assessments on
the furniture, fixtures, equipment and other property of or being used by Tenant
at any time situated on or installed in the Premises.
SECTION 6.2 BUSINESS TAXES. Tenant shall pay before delinquency all
taxes and assessments or license fees levied, assessed or imposed by law or
ordinance, by reason of the use of the Premises for the specific purposes set
forth in this Lease.
ARTICLE VII
MAINTENANCE, REPAIRS AND ALTERATIONS
SECTION 7.1 LANDLORD'S AND TENANTS. Landlord and Tenant shall, each at
its own expense, complete and install in a good and workmanlike manner within
the Premises those items specified as the "Landlord's Work" and "Tenants Work,"
respectively, specified on EXHIBIT C attached hereto.
SECTION 7.2 SERVICES TO BE FURNISHED BY LANDLORD. Landlord shall
provide the following services during standard hours of operation of the
Building. These standard hours of operation are 7 a.m. to 7 p.m., Monday
through Friday.
-9-
(a) Public utilities shall be caused to furnish the Premises
with electricity and water utilized in operating any and all facilities serving
the Premises;
(b) Hot and cold water at those points of supply provided for
general use of other tenants in the Building, central heat and air conditioning
in season, at such times as Landlord normally furnishes these services to other
tenants in the Building and at temperatures and in amounts as are reasonably
considered by Landlord to be standard, but this service at times during the
weekdays at other than standard hours of operation for the Project on Saturday
afternoons, Sundays and holidays shall be furnished only upon request of Tenant,
who shall bear the entire costs thereof;
(c) Routine maintenance, painting and electric lighting service
for all Common Areas and special service areas of the Building in the manner and
to the extent reasonably deemed by Landlord to be standard and consistent with
the operation and maintenance of the Building as a first-class office building
in the Central Business District (CBD) of Seattle;
(d) Janitorial service on a five (5) day week basis, excluding
Fridays, Saturdays and legal holidays;
(e) Electrical facilities to provide .5 kilowatts per hour per
square foot. If any electrical equipment installed in the Premises requires air
conditioning capacity above that provided by the building standard system, then
the additional air conditioning installation and corresponding operating costs
will be the separate obligation of the Tenant;
(f) Building standard (as hereafter defined) lamps, bulbs,
starters and ballasts used within the Premises. "Building standard" as used in
the previous sentence shall mean 2 x 2 and 2 x 4 ceiling troffer fixtures only;
(g) Twenty-four hour security for the Building; PROVIDED,
HOWEVER, unless due to the willful misconduct or gross negligence of Landlord,
Landlord shall not be liable to Tenant or any employee, invitee, licensee or
sublessee of Tenant for losses due to theft or burglary, or for damages done by
unauthorized persons in the Building;
In the event Tenant desires any of the aforementioned services in amounts
in excess of those deemed by Landlord to be "standard" and in the event Landlord
elects to provide these additional services, Tenant shall pay Landlord as
Additional Rent hereunder the reasonable cost of providing these additional
services. Unless, due to the gross negligence or willful misconduct of
Landlord, Failure by Landlord to any extent to furnish any of the above
services, or any cessation thereof, resulting from causes beyond the control of
Landlord, shall not render Landlord liable in any respect for damages to either
person or property, nor shall that event be construed as an eviction of Tenant,
nor
-10-
result in an abatement of Rent, nor relieve Tenant from any of Tenant's
obligations hereunder (including, but not limited to, the payment of Rent).
Should any of the equipment or machinery utilized in supplying the services
listed herein for any cause cease to function properly, Landlord shall use
reasonable care and diligence to repair that equipment or machinery promptly,
but Tenant shall have no right to terminate this Lease, and shall have no claim
for a reduction, abatement or rebate of Rent or damages on account of any
interruption in service occasioned thereby or resulting therefrom.
SECTION 7.3 TENANT'S MAINTENANCE AND REPAIRS. Tenant shall operate,
maintain and occupy the Premises in a good and first class manner, consistent
with the standards of tenants in a first class office building in downtown
Seattle. Tenant shall be obligated to maintain and to make all repairs,
replacements or additions of any kind whatsoever to all personal property
located within the Premises and to all trade fixtures, furnishings and carpet
located within the Premises. All maintenance and replacement of specialty
lamps, bulbs, starters and ballast's shall be performed by Landlord provided
that Tenant shall reimburse Landlord for the cost thereof.
SECTION 7.4 TENANT'S ALTERATIONS. Subject to Landlord's prior written
approval, which approval shall not be unreasonably withheld, Tenant may make, at
its expense, additional improvements or alterations to the Premises which it may
deem necessary or desirable. Any repairs or new construction by Tenant shall be
done in conformity with plans and specifications approved by Landlord and shall
be performed by a licensed contractor approved by Landlord. If requested by
Landlord, Tenant shall post a bond or other security satisfactory to Landlord to
protect Landlord against liens arising from work performed for Tenant. All work
performed shall be done in a workmanlike manner and with materials of the
quality and appearance as exist throughout the Building. Landlord may require
Tenant to remove and restore any improvements or alterations on the termination
of this Lease in accordance with Section 13.2 below.
SECTION 7.5 LIENS. Tenant shall keep the Premises and the Property
free from any liens arising out of any work performed, material furnished, or
obligations incurred by Tenant. If Tenant disputes the correctness or validity
of any claim of lien, Tenant shall, within ten (10) days after written request
by Landlord, post or provide security in a form and amount acceptable to
Landlord to insure that title to the Property remains free from the lien
claimed.
ARTICLE VIII
INSURANCE
SECTION 8.1 USE; RATE. Tenant shall not do anything in or about the
Premises which will in any way tend to increase insurance rates paid by Landlord
on policies of liability or casualty insurance maintained with respect to the
Building and/or Property.
-11-
In no event shall Tenant carry on any activities which would invalidate any
insurance coverage maintained by Landlord.
SECTION 8.2 LIABILITY INSURANCE. Tenant shall during the Lease Term,
at its sole expense, maintain in full force a policy or policies of
comprehensive liability insurance. issued by one or more insurance carriers,
insuring against liability for injury to or death of persons and loss of or
damage to property occurring in or on the Premises and any portion of the Common
Area which is subject to Tenants exclusive control. Said liability insurance
shall be in an amount not less than $2,000,000.00 combined single limit for
bodily and personal injury and property damage.
SECTION 8.3 WORKERS' COMPENSATION INSURANCE. Tenant shall at all times
maintain Workers' Compensation Insurance in compliance with Washington law.
SECTION 8.4 CASUALTY INSURANCE. Tenant shall pay for and shall
maintain in full force and effect during the Term of this Lease a standard form
policy or policies of property and all all-risk coverage with an extended
coverage endorsement covering all interior and storefront glass, whether plate
or otherwise, stock in trade, trade fixtures, equipment, tenant improvements
installed at Tenants cost and expense, and other personal property located in
the Premises and used by Tenant in connection with its business.
SECTION 8.5 COMPLIANCE WITH REGULATIONS. Tenant shall, at its own
expense, comply with all requirements, including installation of fire
extinguishers, or automatic dry chemical extinguishing systems, required by
insurance underwriters or any governmental authority having jurisdiction
thereover, necessary for the maintenance of reasonable fire and extended
insurance for the Premises and/or Building.
SECTION 8.6 WAIVER OF SUBROGATION. Any property and all-risk coverage
insurance carried by Landlord or Tenant insuring, in whole or in part, the
Building and/or the Premises, including improvements, alterations and changes in
and to the Premises made by either of them, and Tenant's trade fixtures therein
shall be written in such a manner as to permit the waiver of rights of
subrogation prior to loss by either party against the other in connection with
loss or damage covered by the policies involved. So long as the policy or
policies can be so written and maintained in effect neither Landlord nor Tenant
shall be liable to the other for any such loss or damage. Either party shall,
upon request by the other party, furnish such other party evidence of its
compliance with this Section 8.6.
SECTION 8.7 GENERAL REQUIREMENTS.
(a) All policies of insurance required to be carried hereunder
by Tenant shall be written by companies licensed to do business in Washington
and which are
-12-
rated A:XIII or better in the "Best's Key Rating Guide." Tenant shall, when
requested by Landlord, furnish Landlord with a certificate evidencing insurance
required to be maintained by Tenant pursuant to this Article VIII and shall
satisfy Landlord that each such policy is in full force and effect.
(b) The policy of public liability insurance required to be
carried under Section 8.2 above shall be primary and non-contributing with the
insurance carried by Landlord.
(c) Each policy required under Sections 8.2 and 8.4 shall
expressly include, severally and not collectively, as named or additionally
named insured thereunder, the Landlord and any person or firm designated by the
Landlord and having an insurable interest thereunder, hereinafter called
"Additional Insured," as their respective interests may appear.
(d) All insurance policies maintained by Tenant shall not be
subject to cancellation or reduction in coverage except upon at least thirty
(30) days' prior written notice to Landlord. The policies of insurance or duly
executed certificates evidencing them, together with satisfactory evidence of
the payment of premiums thereon, shall be deposited with Landlord on the Lease
Commencement Date and not less than thirty (30) days prior to the expiration of
the term of such coverage.
(e) If the Tenant fails to procure and maintain insurance as
required by this Article VIII, the Landlord may obtain such insurance and keep
it in effect and the Tenant shall pay to Landlord the reasonable premium cost
thereof, upon demand and as Additional Rent with interest as provided in
Section 21.7 below from the date of payment by the Landlord to the date of
repayment by the Tenant.
(f) The limits of any insurance maintained by Tenant pursuant
to this Article VIII shall in no way limit the liability of Tenant under this
Lease.
SECTION 8.8 BLANKET INSURANCE. The Tenant may fulfill its insurance
obligations hereunder by maintaining a so-called "blanket" policy or policies of
insurance in a form that provides by specific endorsement coverage not less than
that which is required hereunder for the particular property or interest
referred to herein; PROVIDED, HOWEVER, that the coverage required by this
Article VIII will not be reduced or diminished by reason of use of such blanket
policy of insurance.
-13-
ARTICLE IX
DESTRUCTION AND CONDEMNATION
SECTION 9.1 TOTAL OR PARTIAL DESTRUCTION.
(a) In the event the Building and/or the Premises is damaged by
fire or other perils covered by Landlord's insurance, Landlord shall:
(i) In the event of total destruction, at Landlord's
option, as soon as reasonably possible thereafter, commence repair,
reconstruction and restoration of the Building and/or the Premises and prosecute
the same diligently to completion, in which event this Lease shall remain in
full force and effect or within sixty (60) days after such damage, elect not to
so repair, reconstruct or restore the building and/or the Premises, in which
event this Lease shall terminate. In either event Landlord shall give Tenant
written notice of its intention within said sixty (60) day period. In the event
Landlord elects not to restore the building, and/or the Premises, this Lease
shall be deemed to have terminated as of the date of such total destruction.
(ii) In the event of partial destruction of the Building
and/or the Premises, to an extent not exceeding twenty-five percent (25%) of the
full insurable value thereof, and if the damage thereto is such that the
Building and/or the Premises may be repaired, reconstructed or restored within a
period of ninety (90) days from the date of the happening of such casualty, and
if Landlord will receive insurance proceeds sufficient to cover the cost of such
repairs, then Landlord shall commence and proceed diligently with the work of
repair, reconstruction and restoration and this Lease shall continue in full
force and effect. If such work of repair, reconstruction and restoration shall
require a period longer than ninety (90) days or exceeds twenty-five percent
(25%) of the full insurable value thereof, or if said insurance proceeds will
not be sufficient to cover the cost of such repairs, then Landlord either may
elect to so repair, reconstruct or restore and the Lease shall continue in full
force and effect or Landlord may elect not to repair, reconstruct or restore and
the Lease shall then terminate. Under any of the conditions of this Section
9.1(a)(ii), Landlord shall give written notice to Tenant of its intention within
sixty (60) days after such partial destruction. In the event Landlord elects
not to restore the Building and/or the Premises, this Lease shall be deemed to
have terminated as of the date of such partial destruction.
(b) Upon any termination of this Lease under any of the
provisions of this Section 9.1, the parties shall be released without further
obligation to the other from the date possession of the Premises is surrendered
to Landlord except for items which have therefore accrued and are then unpaid.
-14-
(c) In the event of repair, reconstruction and restoration by
Landlord as herein provided, the rental payable under this Lease shall be abated
proportionately with the degree to which Tenant's use of the Premises is
impaired during the period of such repair, reconstruction or restoration
provided that unless there is waiver of subrogation in effect pursuant to
Section 8.6, there shall be no abatement of rent if such damage is the result of
Tenant's negligence or intentional wrongdoing. Tenant shall not be entitled to
any compensation or damages for loss in the use of the whole or any part of the
Premises and/or any inconvenience or annoyance occasioned by such damage,
repair, reconstruction or restoration. Tenant shall not be released from any of
its obligations under this Lease except to the extent and upon the conditions
expressly stated in this Section 9.1. Notwithstanding anything to the contrary
contained in this Section 9.1, if Landlord is delayed or prevented from
repairing or restoring the damaged Premises within one (1) year after the
occurrence of such damage or destruction by reason of acts of God, war,
governmental restrictions, inability to procure the necessary labor or
materials, or other cause beyond the control of Landlord, Landlord, at its
option, may terminate this Lease, whereupon Landlord shall be relieved of its
obligation to make such repairs or restoration and Tenant shall be released from
its obligations under this Lease as of the end of said one year period.
(d) If damage is due to any cause other than fire or other
peril covered by extended coverage insurance, Landlord may elect to terminate
this Lease.
(e) If Landlord is obligated to or elects to repair or restore
as herein provided, Landlord shall be obligated to make repair or restoration
only of those portions of the Building and the Premises which were originally
provided at Landlord's expense, and the repair and restoration of items not
provided at Landlord's expense shall be the obligation of Tenant.
(f) Notwithstanding anything to the contrary contained in this
Section 9.1, Landlord shall not have any obligation whatsoever to repair,
reconstruct or restore the Premises when the damage resulting from any casualty
covered under this Section 9.1 occurs during the last twelve (12) months of the
Term of this Lease or any extension hereof.
(g) Landlord and Tenant hereby waive the provisions of any
statutes or court decisions which relate to the abatement or termination of
leases when leased property is damaged or destroyed and agree that such event
shall be exclusively governed by the terms of this Lease.
SECTION 9.2 CONDEMNATION. If the whole of the Property or the
Premises, or such portion thereof as shall be required for its reasonable use,
shall be taken by virtue of any condemnation or eminent domain proceeding, this
Lease shall automatically terminate
-15-
as of the date of the condemnation, or as of the date possession is taken by the
condemning authority, whichever is later. Current Rent shall be apportioned as
of the date of the termination. In case of a taking of a part of the Premises
or a part of the Property not required for the reasonable use of the Premises,
then this Lease shall continue in full force and effect and the Rental shall be
equitably reduced based upon the proportion by which the Rentable Area of the
Premises is reduced. This Rent reduction shall be effective on the date of the
partial taking. No award, settlement in lieu of an award, or any partial or
entire taking shall be apportioned, and Tenant hereby assigns to Landlord any
award or settlement in lieu of an award which may be made in the taking or
condemnation proceeding, together with any and all rights of Tenant now or
hereafter arising in or to the same or any part thereof; provided that nothing
herein shall prevent Tenant from making a separate claim against the condemning
authority for the taking of Tenant's personal property, and/or moving costs so
long as such claim in no way affects the award to be received by Landlord.
SECTION 9.3 SALE UNDER THREAT OF CONDEMNATION. A sale by Landlord to
any authority having the power of eminent domain, either under threat of
condemnation or while condemnation proceedings are pending, shall be deemed to
be a taking under the power of eminent domain for all purposes under this
Article IX.
ARTICLE X
INDEMNITY AND WAIVER
SECTION 10.1 INDEMNITY.
(a) Tenant, as a material part of the consideration to be
rendered to Landlord, and subject to subsection 10.1(b) below, hereby agrees to
defend, indemnify, and hold Landlord harmless against any and all claims, costs,
and liabilities, including reasonable attorneys' fees and costs (including costs
and fees associated with any lawsuit or appeal), arising by reason of any injury
or claim of injury to person or property, of any nature and howsoever caused,
arising out of the use, occupation and/or control of the Premises, or from any
breach of the terms of this Lease, or any violation of any governmental or
insurance requirements by Tenant its sublessees, assignees, invitees, agents,
employees, contractors, or licensees, except and to the extent as may arise out
of the willful or negligent acts of Landlord or Landlord's agents, employees or
contractors; provided, however, that nothing contained herein shall make Tenant
liable to indemnify Landlord against any structural or other cost of complying
with the American Disabilities Act or any similarly laws.
(b) In the event of concurrent negligence of Tenant, its
sublessees, assignees, invitees, agents, employees, contractors, or licensees on
the one hand, and
-16-
that of Landlord, its agents, employees, or contractors on the other hand, which
concurrent negligence results in injury or damage to persons or property of any
nature and howsoever caused, Tenant's obligation to indemnify Landlord as set
forth in this Section 10.1 shall be limited to the extent of Tenants negligence,
and that of Tenants sublessees, assignees, invitees, agents, employees,
contractors or licensees, including Tenants proportional share of costs,
attorneys' fees and expenses incurred in connection with any claim, action or
proceeding brought with respect to such injury or damage, Tenant and Landlord
shall indemnify each other for the extent of Tenant's or Landlord's respective
negligence, and that of its agents, employee's and contractor's. Landlord and
Tenant each agrees that it will not assert its industrial insurance immunity if
such assertion would be inconsistent with the indemnification rights to this
Section 10.1. The parties agree that this provision was mutually negotiated.
SECTION 10.2 WAIVER. All property kept stored or maintained on the
Premises shall be so kept, stored or maintained at the sole risk of Tenant.
Except in the case of Landlord's negligence or willful misconduct, Landlord
shall not be liable, and Tenant waives all claims against Landlord, for damages
to persons or property sustained by Tenant or by any other person or firm
resulting from the Building or by reason of the Premises or any equipment
located therein becoming out of repair, or through the acts or omissions of any
persons present in the Building (including the Common Areas) or renting or
occupying any part of the Building (including the Common Areas).
ARTICLE XI
DELAYS
SECTION 11.1 DELAYS. If either party is delayed in the performance of
any covenant of this Lease because of any of the following causes (referred to
elsewhere in this Lease as a "Delaying Cause"): acts of the other party, action
of the elements, war, hot, labor disputes, inability to procure or general
shortage of labor or materials in the normal channels of trade, delay in
transportation, delay in inspections, or any other cause beyond the reasonable
control of the party so obligated, whether similar or dissimilar to the
foregoing, financial inability excepted, then that performance shall be excused
for the period of the delay but shall in no way affect Tenants obligation to pay
Rent or the length of the Lease Term.
ARTICLE XII
ASSIGNMENT, SUBLEASE AND SUCCESSION
SECTION 12.1 CONSENT REQUIRED. Tenant shall neither assign this Lease
or any interest herein, nor sublet license, grant any concession, or otherwise
give permission to
-17-
anyone other than Tenant to use or occupy all or any part of the Premises
without the prior written consent of Landlord, which approval shall not be
unreasonably withheld; provided, however, that Landlord hereby consents to a
sublease or assignment of all or any portion of the Premises from Tenant to an
affiliate of Tenant so long as Tenant remains liable to Landlord for payment and
performance of this Lease. In the event of any such assignment sublease or
succession, Landlord shall receive the increase in the Basic Rent payable
hereunder in an amount equal to any subrental or other consideration received by
Tenant as a result of the subletting or assignment which is in excess of the
Basic Rent provided for in Section 4.1 above. Except for an assignment or
sublease to an affiliate of Tenant, Landlord shall require a $250 payment to
cover its handling charges for each assignment or sublease it is requested to
approve. The sale, assignment transfer, sublease or disposition, whether for
value, by operation of law, gift, will, or intestacy, of (a) 25% or more of the
issued and outstanding stock of Tenant if Tenant is a corporation, or (b) 50% or
more of the interests of any general partners, joint venturers, or associates of
Tenant if Tenant is a partnership, joint venture, or association, shall be
deemed an assignment of this Lease under this Section 12.1.
SECTION 12.2 GENERAL CONDITIONS. In the event of any assignment or
sublease approved by Landlord pursuant to Section 12.1 above, Tenant shall
remain primarily liable on its covenants hereunder unless released in writing by
Landlord. In the event of any assignment or sublease, the assignee or sublessee
shall agree in writing to perform and be bound by all of the covenants of this
Lease required to be performed by Tenant Any one assignment or subletting
approved by Landlord pursuant to Section 12.1, shall not be deemed to allow any
further assignment or subletting without Landlord's prior written consent.
SECTION 12.3 SUCCESSION. Subject to any limitations on assignment and
subletting set forth herein, all the terms and provisions of this Lease shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties hereto.
ARTICLE XIII
SURRENDER OF POSSESSION
SECTION 13.1 SURRENDER. At the expiration of the Lease created
hereunder, whether by lapse of time or otherwise, Tenant shall surrender the
Premises to Landlord.
SECTION 13.2 CONDITION AT TIME OF SURRENDER. Furnishings, trade
fixtures and equipment installed by Tenant shall be the property of Tenant.
Upon termination of this Lease, Tenant shall remove any such property. Tenant
shall repair or reimburse Landlord for the cost of repairing any damage to the
Premises and/or Common Areas resulting from the installation or removal of
Tenants property, and Tenant shall deliver
-18-
the Premises to Landlord in clean and good condition, except for reasonable wear
and tear.
ARTICLE XIV
HOLDING OVER
SECTION 14.1 HOLDING OVER. This Lease shall terminate without further
notice at the expiration of the Lease Term. Any holding over by Tenant without
the express written consent of Landlord shall not constitute the renewal or
extension of this Lease or give Tenant any rights in or to the Premises. In the
event of such a holding over by Tenant without the express written consent of
Landlord, the monthly Rent payments to be paid by Tenant shall be subject to
increase at the sole discretion of Landlord in an amount equal to 150% of the
then applicable Rental rate, PROVIDED, HOWEVER, no payment of such increased
Rental by Tenant shall be deemed to extend or renew the Term of this Lease, and
such Rental payments shall be fixed by Landlord only to establish the amount of
liability for payment of Rent on the part of Tenant during such period of
holding over. In the event Landlord shall give its express written consent to
Tenant to occupy the Premises beyond the expiration of the Term, that occupancy
shall be construed to be a month-to-month tenancy upon all the same terms and
conditions as set forth herein unless modified by Landlord in such written
consent provided that Rent charged during any period of holding over shall be as
stated above.
ARTICLE XV
ENTRY BY LANDLORD
SECTION 15.1 ENTRY BY LANDLORD. Landlord reserves, and shall at any and
all times with reasonable notice, have, the right to enter the Premises during
business hours to inspect the same, to show the Premises to prospective
purchasers or lessees, to post notices of nonresponsibility, to repair the
Premises and any portion of the Building that Landlord may deem necessary or
desirable, without abatement of Rent, and may for that purpose erect scaffolding
and other necessary structures where reasonably required by the character of the
work to be performed: provided, that the entrance to the Premises shall not be
blocked unreasonably thereby and, provided, further that the business of the
Tenant shall not be interfered with unreasonably. Tenant hereby waives any
claim for damages, injury or inconvenience to or interference with Tenants
business, any loss of occupancy or quiet enjoyment of the Premises, and any
other loss occasioned by Landlord's exercise of its rights pursuant to this
Section 15.1, except and to the extent any such damage, injury or interference
results from the negligence of Landlord. Landlord shall at all times have and
retain a key with which to unlock all of the doors in, upon and about the
Premises, excluding Tenant's vaults, safes and files, and Landlord
-19-
shall have the right to use any and all means which Landlord may deem proper to
open the doors to or in the Premises in an emergency, in order to obtain entry
to the Premises without liability to Tenant Any entry to the Premises obtained
by Landlord by any of these means, shall not under any circumstances be
construed or deemed to be a forcible or unlawful entry into, or a detainer of,
the Premises, or an eviction of Tenant from the Premises or any portion thereof.
SECTION 15.2 FAILURE TO SURRENDER. If Tenant fails to surrender the
Premises upon the expiration or termination of this Lease, Tenant shall
indemnify and hold Landlord harmless from loss and liability resulting from that
failure, including, without limiting the generality of the foregoing, any claims
made by any succeeding Tenant.
ARTICLE XVI
SUBORDINATION
SECTION 16.1 LEASE SUBORDINATE TO MORTGAGES. This Lease shall
automatically be subordinate to existing mortgages or deeds of trust which
affect the Property, the Building and/or the Premises; to any first mortgages or
deeds of trust hereafter affecting the Property, the Building and/or the
Premises, and to all renewals, modifications, consolidations, replacements or
extensions thereof. This provision shall be self-operative and no further
instrument of subordination shall be required by any existing or first mortgagee
or beneficiary of a deed of trust, provided, that Tenant shall have the
continued enjoyment of the Premises free from any disturbance or interruption by
any existing or first mortgagee or beneficiary of a deed of trust, or any
purchaser at a foreclosure or private sale of the Property as a result of
Landlord's default under a mortgage or deed of trust, so long as Tenant is not
then in default under the terms and conditions of this Lease.
SECTION 16.2 ESTOPPEL CERTIFICATES. Tenant shall, within fifteen (15)
days of presentation, acknowledge and deliver to Landlord (a) any subordination
or non-disturbance agreement or other instrument that Landlord may require to
carry out the provisions of this Article, and (b) any estoppel certificate
requested by Landlord from time to time in the standard form of any mortgagee or
beneficiary of and deed of trust affecting the Building and Premises certifying,
if such be true, that Tenant is in occupancy, that this Lease is unmodified and
in full force and effect, or if there have been modifications, that the Lease as
modified is in full force and effect, and stating the modifications and the
dates to which the Rent and other charges shall have been paid, and that there
are no Rental offsets or claims.
-20-
ARTICLE XII
DEFAULT AND REMEDY
SECTION 17.1 EVENTS OF TENANT'S DEFAULT. The occurrence of any one or
more of the following events shall constitute a material default in breach of
this Lease by Tenant:
(a) Vacation or abandonment of the Premises;
(b) Failure by Tenant to make any payment required as and when
due, where that failure shall continue for a period of five (5) days;
(c) Failure by Tenant to observe or perform any of the
covenants, conditions or provisions of this Lease, other than making any payment
when due, where that failure shall continue for a period of ten (10) days after
Landlord gives written notice to Tenant of that failure; and
(d) Making by Tenant of any general assignment or general
arrangement for the benefit of creditors; the filing by or against Tenant of a
petition in bankruptcy, including reorganization or arrangement unless, in the
case of a petition filed against Tenant the petition is dismissed within sixty
(60) days; or the appointment of a trustee or receiver to take possession of
substantially all of Tenants assets located at the Premises, or of Tenant's
interest in this Lease.
SECTION 17.2 REMEDIES. In the event of any breach or default by Tenant
under the terms or provisions of this Lease, Landlord, in addition to any other
rights or remedies that it may have, shall have the immediate right of reentry.
Should Landlord elect to reenter or take possession of the Premises, it may
either terminate this Lease, or from time to time, without terminating this
Lease, relet the Premises or any part thereof for the account and in the name of
the Tenant or otherwise, for any term or terms and conditions as Landlord in its
sole discretion may deem advisable, with the right to complete construction of
or make alterations and repairs to the Premises and/or improvements installed by
Tenant. Tenant shall pay to Landlord in the event of reletting, as soon as
ascertained, the costs and expenses incurred by Landlord in the reletting,
completion of construction, or in making any alterations and repairs. Rentals
received by Landlord from any reletting shall be applied: first, to the payment
of any indebtedness, other than Rent, due hereunder from Tenant to Landlord;
second, to the payment of Rent due and unpaid hereunder and to any other
payments required to be made by the Tenant hereunder, and the residue, if any,
shall be held by Landlord as payment of future Rent or damages in the event of
termination as the same may become due and payable hereunder, and the balance,
if any, at the end of the Term of this Lease shall be paid to Tenant should
rental received from time to time from the reletting
-21-
during any month be a lesser Rental than herein agreed to by Tenant the Tenant
shall pay the deficiency to Landlord. The Tenant shall pay the deficiency each
month as the amount thereof is ascertained by the Landlord.
SECTION 17.3 RELETTING. No reletting of the Premises by Landlord
permitted under Section 17.2 shall be construed as an election on Landlord's
part to terminate this Lease unless a notice of Landlord's intention to
terminate is given to Tenant or unless the termination of the Lease is decreed
by a court of competent jurisdiction. In the event of reletting without
termination, Landlord may at any time thereafter elect to terminate this Lease
for a previous breach, provided it has not been cured. Should Landlord at any
time terminate this Lease for any breach, in addition to any other remedy it may
have, it may recover from Tenant all damages it may incur by reason of that
breach.
SECTION 17.4 DEFAULT OF LANDLORD. Landlord shall not be in default
unless Landlord fails to perform its obligations under this Lease within thirty
(30) days after written notice by Tenant or if such failure is not reasonably
capable of being cured within such thirty (30) day period, Landlord shall not be
in default unless Landlord has failed to commence the cure within such thirty
(30) day period and thereafter diligently pursue the cure to completion. Not
withstanding the above, Landlord shall make its best efforts to complete repairs
associated with the maintenance and operations of the Premises within in 48
hours of receipt of Notice from Tenant.
SECTION 17.5 NON-WAIVER. Failure by Landlord to take action or declare
a default as a result of any breach of any term, covenant or condition herein
contained shall not be deemed to be a waiver of that term, covenant or
condition, or of any subsequent breach of any term, covenant or condition herein
contained. The subsequent acceptance of 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
Rental so accepted, regardless of Landlord's knowledge of that preceding breach
at the time of acceptance of the Rent.
SECTION 17.6 MORTGAGEE PROTECTION. In the event of any uncured default
on the part of Landlord, which default would entitle Tenant to terminate this
Lease, Tenant shall not terminate this Lease unless Tenant has notified any
mortgagee or beneficiary of deed of trust whose address shall have been
furnished to Tenant, at least sixty (60) days in advance of the proposed
effective date of the termination. During the sixty (60) day period the
mortgagee or beneficiary shall be entitled to commence to cure the default If
the default is not capable of being cured with due diligence within the sixty
(60) day period, the Lease shall not be terminated if the mortgagee or
beneficiary of a deed of trust shall have commenced to cure the default within
the sixty (60) day period and shall pursue the cure with due diligence
thereafter. If the default is one which is not capable of cure by the mortgagee
or beneficiary of a deed of trust within the sixty (60) day
-22-
period because the mortgagee or beneficiary of a deed of trust is not in
possession of the Building or Property, the sixty (60) day period shall be
extended to include the time needed to obtain possession of the Premises by the
mortgagee or beneficiary of a deed of trust by power of sale, judicial
foreclosure, or other legal action required to recover possession, provided that
these avenues are pursued with due diligence.
ARTICLE XVIII
LIMITATION OF LIABILITY
SECTION 18.1 LIMITATION OF LANDLORD'S LIABILITY. In consideration of
the benefits accruing hereunder, Tenant and all successors and assigns covenant
and agree that in the event of any actual or alleged failure, breach or default
hereunder by Landlord:
(a) The sole and exclusive remedy shall be against the
partnership which is the Landlord and its partnership assets;
(b) No partner of Landlord shall be sued or named as a party in
any suit or action (except as may be necessary to secure jurisdiction over the
partnership);
(c) No service of process shall be made against any partner of
Landlord (except as may be necessary to secure jurisdiction over the
partnership);
(d) No judgment will be taken against any partner of Landlord;
(e) No writ of execution will ever be levied against the assets
of any partner of Landlord other than the partnership assets; and
(f) These covenants and agreements are enforceable both by
Landlord and also by any partner of Landlord.
SECTION 18.2 APPLICABILITY. Tenant agrees that each of the covenants
and agreements contained in Section 18.1 above shall be applicable to any
covenant or agreement either expressly contained in this Lease or imposed by
statute or at common law.
ARTICLE XIX
NOTICES
SECTION 19.1 NOTICES. Any notice required or desired to be given under
this Lease shall be in writing with copies directed as indicated herein and
shall be personally served or given by mail. Any notice given by mail shall be
deemed to have been given
-23-
when seventy-two (72) hours have elapsed from the time such notice was deposited
in the United States mail, certified mail, return receipt requested, and postage
prepaid, addressed to the party to be served at the last address given by that
party to the other party under the provisions of this section. As of the Lease
Commencement Date, the addresses of the Landlord and Tenant are as specified in
the Lease Summary.
ARTICLE XX
HAZARDOUS SUBSTANCES
SECTION 20.1 PRESENCE AND USE OF HAZARDOUS SUBSTANCES. Tenant shall
not, without Landlord's poor written consent, keep on or around the Premises,
Common Areas or Building, for use, disposal, transportation, treatment,
generation, storage or sale, any substances designated as, or containing
components designated as, hazardous, dangerous, toxic or harmful (collectively
referred to as "Hazardous Substances"), and/or are subject to regulation by any
federal, state or local law, regulation, statute or ordinance.
SECTION 20.2 CLEANUP COSTS, DEFAULT AND INDEMNIFICATION. Tenant shall
be fully and completely liable to Landlord for any and all cleanup costs and any
and all other charges, fees, penalties (civil and criminal) imposed by any
governmental authority with respect to Tenant's use, disposal, transportation,
treatment generation, storage and/or sale of Hazardous Substances, in or about
the Premises, Common Areas, or Building, whether or not consented to by
Landlord. Tenant shall indemnify, defend and hold Landlord harmless from any
and all of the costs, fees, penalties, liabilities and charges incurred by,
assessed against or imposed upon Landlord (as well as Landlord's attorneys' fees
and costs) as a result of Tenant's use, disposal, transportation, treatment
generation, storage and/or sale of Hazardous Substances.
ARTICLE XXI
MISCELLANEOUS
SECTION 21.1 HEADINGS. The headings used in this Lease are for
convenience only. They shall not be construed to limit or to extend the meaning
of any part of this Lease.
SECTION 21.2 AMENDMENTS. Any amendments or additions to this Lease
shall be in writing and signed by construed to limit the parties hereto, and
neither Tenant nor Landlord shall be bound by any verbal or implied agreements.
-24-
SECTION 21.3 TIME OF THE ESSENCE. Time is expressly declared to be of
the essence of this Lease.
SECTION 21.4 ENTIRE AGREEMENT. This Lease contains the entire agreement
of the parties hereto with respect to the matters covered hereby, and no other
agreement statement or promise made by any party hereto, or to any employee,
officer or agent of any party hereto, which is not contained herein, shall be
binding or valid.
SECTION 21.5 LANGUAGE. The words "Landlord" and "Tenant," when used
herein, shall be applicable to one (1) or more persons, as the case may be, and
the singular shall include the plural and the neuter shall include the masculine
and feminine, and if there be more than one (1) the obligations hereof shall be
joint and several. The word .persons" whenever used shall include individuals,
firms, associations and corporations and any other legal entity, as applicable.
The language in all parts of this Lease shall in all cases be construed as a
whole and in accordance with its fair meaning, and shall not be construed
strictly for or against Landlord or Tenant.
SECTION 21.6 INVALIDITY. If any provision of this Lease shall be deemed
to be invalid, void or illegal, it shall in no way affect, impair or invalidate
any other provision hereof.
SECTION 21.7 LATE CHARGES. Tenant hereby acknowledges that late payment
by Tenant to Landlord of Rent or other sums due hereunder will cause Landlord to
incur costs not contemplated by this Lease, and the exact amount of the costs
include, but are not limited to, processing and accounting charges, and late
charges which may be imposed upon Landlord by the terms of any mortgage or deed
of trust covering the Premises. Therefore, in the event Tenant shall fail to
pay any installment of Rent or other sum due hereunder within five (5) days
after it due date, Tenant shall pay to Landlord as Additional Rent a late charge
equal to ten percent (10%) of each installment or the sum of $150.00 per month,
whichever is greater. A $150.00 charge will be paid by the Tenant to the
Landlord for each returned check. In the event Landlord pays any sum or expense
on behalf of Tenant which Tenant is obligated to pay hereunder, or in the event
Landlord expends any other sum or incurs any expense, or Tenant fails to pay any
sum due hereunder, Landlord shall be entitled to receive interest upon that sum
at the rate of twelve percent (12%) per annum until paid.
SECTION 21.8 RELOCATION. Deleted in its entirety.
SECTION 21.9 COMPUTATION OF TIME. The word "day" means "calendar day"
herein, and the computation of time shall include all Saturdays, Sundays and
holidays for purposes of determining time periods specified herein.
-25-
SECTION 21.10 APPLICABLE LAW. This Lease shall be interpreted and
construed under and pursuant to the laws of the State of Washington.
SECTION 21.11 ATTORNEY FEES. In the event either party requires the
services of an attorney in connection with enforcing the terms of this Lease or
in the event suit is brought for the recovery of any Rent due under this Lease
for the breach of any covenant or condition of this Lease, or for the
restitution of the Premises to Landlord, and/or eviction of Tenant during the
Term of this Lease or after the expiration thereof, the prevailing party will be
entitled to a reasonable sum for attorneys' fees, witness fees, and other court
costs, both at trial and on appeal.
SECTION 21.12 TERMINATION. Upon the termination of this Lease by
expiration of time or otherwise, the rights and obligations of Tenant and all
persons claiming under Tenant in and to the Premises shall cease.
SECTION 21.13 BROKER'S COMMISSION. Each party represents and warrants
that it has incurred no liabilities or claims for brokerage commissions or
finder's fees in connection with the negotiation and/or execution of this Lease
and that it has not dealt with or has any knowledge of any real estate
broker/agent or salesperson in connection with this Lease except for those
identified in the Lease Summary. Upon Landlord's receipt of Tenant's first
monthly rent installment Landlord shall pay Tenants agent a real estate fee in
an amount equal to 5% of the gross Lease value, after the Lease Commencement.
Each party agrees to indemnify, defend, and hold the other party harmless from
and against all of such liabilities and claims (including, without limitation,
attorneys' fees and costs) made by any other broker/agent or salesperson
claiming to represent the indemnifying party in connection with this Lease.
SECTION 21.14 SIGNS OR ADVERTISING. The Tenant will not inscribe any
inscription or post, place, or in any manner display any sign, notice, picture
or poster or any advertising matter whatsoever, anywhere in or about the
Premises or Building which can be seen from outside the Premises, without first
obtaining Landlord's reasonable written consent thereto. Any consent so
obtained from Landlord shall be with the understanding and agreement that Tenant
will remove these items at the termination of the tenancy herein created and
repair any damage or injury to the Premises or the Building caused thereby.
Landlord will install and maintain an Office Tower directory of tenants in the
principal lobby entrances of the Building, and Landlord may, as it may determine
from time to time, publish or advertise the Office tenancy list of Landlord's
Building. Tenant shall not use photographs, drawings, or other renderings of
the Building, the Building logo or tradename, or any other proprietary name,
xxxx or symbol of Landlord without first obtaining Landlord's reasonable prior
written consent.
-26-
SECTION 21.15 LANDLORD'S INTEREST. In the event Landlord transfers its
reversionary interest in the Premises or its rights under this Lease, other than
a transfer for security purposes only, Landlord shall be relieved of all
obligations occurring hereunder after the effective date of such transfer,
provided that Landlord's obligations are assumed by a transferee of equal or
greater net worth.
SECTION 21.16 COUNTERPARTS. This Agreement may be executed by the
parties in counterparts, and each counterpart Agreement shall be deemed to be an
original hereof.
SECTION 21.17 QUIET ENJOYMENT. Subject to the provisions of this Lease
and conditioned upon performance of all of the provisions to be performed by
Tenant hereunder, Landlord shall secure to Tenant during the Lease Term the
quiet and peaceful possession of the Premises and all rights and privileges
appertaining thereto.
SECTION 21.18 AUTHORITY. Each party hereto warrants that it has the
authority to enter into this Agreement and that the signatories hereto have the
authority to bind Landlord and Tenant, respectively.
SECTION 21.19 NAME OF BUILDING. In the event Landlord chooses to change
the name of the Building, Tenant agrees that such change shall not affect in any
way its obligations under this Lease, and that, except for the name change, all
terms and conditions of this Lease shall remain in full force and effect.
Tenant agrees further that such name change shall not require a formal amendment
to this Lease, but shall be effective upon Tenant's receipt of written
notification from Landlord of said change.
SECTION 21.20 RULES AND REGULATIONS. Tenant agrees to abide by and
adhere to any rules and regulations for the Building, and all amendments
thereto, which may be promulgated from time to time by Landlord which do not
materially change the provisions of this Lease. The rules and regulations
currently in effect upon the date of execution of this Lease are set forth as
EXHIBIT D attached hereto.
SECTION 21.21 CONSENTS. Landlord shall act reasonably when determining
whether to give any consents or approvals under the terms of this Lease.
SECTION 21.22 AGENCY DISCLOSURE. At the signing of this Lease, the
Leasing Representative(s) identified in the Lease Summary represented the party
noted therein. Each party signing this document confirms that prior oral and/or
written disclosure of agency was provided to him/her in this transaction (as
required by WAC 308-124D-040). The Broker, The City Group, represented this
Tenant.
SECTION 21.23 ADDENDUM AND EXHIBITS. The Lease Summary, set forth on
pages (i) and (ii) of the Lease, as well as any Addenda and Exhibits to this
Lease are hereby incorporated herein by reference.
-27-
SECTION 21.24 SURVIVAL. Those provisions of this Lease which, in order
to be given full effect require performance by either Landlord or Tenant
following the termination of this Lease shall survive the Termination Date.
SECTION 21.25 PARKING. Tenant shall have the right to lease, and
Landlord the obligation to provide, eleven (11) nonexclusive parking spaces at
$125 per stall per month for the initial term of this Lease. Landlord reserves
the right to alter, change or relocated the parking from time to time.
SECTION 21.26 RENEWAL OPTION. Tenant shall have the option for one (1)
additional eighteen month renewal term at the rental rate contemplated in the
Section 4.1 of the Lease Summary. Tenant shall provide to Landlord written
Notice of exercise at least six (6) months prior to the Lease Expiration.
SECTION 21.27 FINANCIAL STATEMENT DISCLOSURE. Tenant shall provide to
Landlord Financial Statements at its request within 10 days of Landlord's
written notice.
IN WITNESS WHEREOF, this Lease Agreement is executed on the day and year
first written above.
LANDLORD:
XXXXX EASTLAKE LIMITED PARTNERSHIP,
A WASHINGTON PARTNERSHIP
BY
------------------------------------------
XXXXX X. XXXXX,
MANAGING GENERAL PARTNER
TENANT:
XXXXXXXXX.XXX, INC.
A WASHINGTON CORPORATION
BY: /s/ Xxxxx Xxxxxxx
------------------------------------------
XXXXX XXXXXXX,
CHIEF FINANCIAL OFFICER
-28-
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that the person
appearing before me and making this acknowledgment is the person whose true
signature appears on this document.
On this 31st day of July, 1999, before me personally appeared XXXXX X.
XXXXX, to me known to be the Managing General Partner of XXXXX EASTLAKE LIMITED
PARTNERSHIP, the Washington Partnership that executed the within and foregoing
instrument, and acknowledged the said instrument to be the free and voluntary
act and deed of said partnership, 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 hereto affixed the day and year first
above written.
-------------------------------------
(Signature)
-------------------------------------
(Typed or printed name)
NOTARY PUBLIC in and for the State of
Washington, residing at _____________
My appointment expires ______________
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that the person
appearing before me and making this acknowledgment is the person whose true
signature appears on this document.
On this 31st day of July, 1999, before me personally appeared XXXXX
XXXXXXX, to me known to be the Chief Financial Officer of XXXXXXXXX.XXX, INC.,
the Washington corporation that executed the within and foregoing instrument,
and acknowledged the said instrument to be the free and voluntary act and deed
of said partnership, for the uses and purposes therein mentioned, and on oath
stated that he was authorized to execute said instrument.
-29-
WITNESS my hand and official seal hereto affixed the day and year first
above written.
-------------------------------------
(Signature)
-------------------------------------
(Typed or printed name)
NOTARY PUBLIC in and for the State of
Washington, residing at _____________
My appointment expires_______________
-30-
EXHIBIT A
[FLOOR PLAN]
EXHIBIT B
LEGAL DESCRIPTION
XXXX 00 XXXXXXX 00, XXXXXXXXX, XXXXX 20, XXXXX XXXXXXX ADDITION TO THE CITY OF
SEATTLE, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 7 OF PLATS, PAGE 34,
IN KING COUNTY, WASHINGTON; EXCEPT THAT PORTION OF SAID LOT 16, CONVEYED TO THE
CITY OF SEATTLE FOR STREET AND/OR ALLEY PURPOSES BY DEED RECORDED OCTOBER 25,
1985, UNDER RECORDING NUMBER 8510250370.
EXHIBIT C
IMPROVEMENTS
Landlord shall deliver the Premises in an "as is" condition, free of all
dirt and debris.
EXHIBIT D
RULES AND REGULATIONS
1. The sidewalks, halls, passages, elevators, stairways, exits and
entrances of the Building shall not be obstructed by Tenant or used by it for
any purpose other than for ingress and egress from the Premises. The halls,
passages, exits, entrances, elevators, retail arcade, escalators, balconies and
stairways are not for the use of the general public, and Landlord shall in all
cases retain the right to control and prevent access to those areas by all
persons whose presence in the judgment of Landlord would be prejudicial to the
safety, character, reputation and interests of the Building and its tenants,
provided that nothing in this Lease shall be construed to prevent access to
persons with whom Tenant normally deals in the ordinary course of its business,
unless those persons are engaged in illegal activities. Tenant shall not go
upon the roof of the Building, except in areas that Landlord may designate as
"Common Areas" from time to time.
2. The Premises shall not be used for lodging or sleeping. Unless
ancillary to a restaurant or other food service use specifically authorized in
Tenant's Lease, no cooking shall be done or permitted by Tenant on the Premises,
except that the preparation of hot beverages and use of microwave ovens for
Tenant and its employees shall be permitted.
3. Landlord shall clean the leased Premises as provided in the
Janitorial Schedule which is Sunday thru Thursday excluding holiday, and except
with the written consent of Landlord, no person or persons other than those
approved by Landlord will be permitted to enter the Building for such purpose,
but Tenant shall have the right to have an employee on the Premises for special
and/or extraordinary cleaning as desired by Tenant and at Tenant's expense.
Tenant shall not cause unnecessary labor by reason of Tenants carelessness and
indifference in the preservation of good order and cleanliness.
4. Tenant shall not alter any lock or install a new or additional
lock or any bolt on any door of the Premises without furnishing Landlord with a
key for any lock and obtaining Landlord's prior permission. Tenant upon the
termination of its tenancy, shall deliver to Landlord all keys and/or security
cards to doors in the Building and the Premises that shall have been furnished
to Tenant and in the event of loss of any keys and/or security cards so
furnished, shall pay Landlord for the lost keys and/or security cards and
changing of locks as a result of such loss.
5. The freight elevator shall be available for use by Tenant subject
to reasonable scheduling as Landlord shall deem appropriate. The persons
employed by Tenant to move equipment or other items in or out of the Building
must be acceptable to Landlord. Landlord shall have the right to prescribe the
weight size and position of all
-1-
equipment, materials, supplies, furniture or other property brought into the
Building. No safes or other objects larger or heavier than the freight elevator
of the Building is limited to carry shall be brought into or installed on the
Premises without Landlord's prior written consent. Heavy objects shall, if
considered necessary by Landlord, stand on wood ships of thickness as is
necessary to properly distribute the weight of those objects. Landlord will not
be responsible for loss of or damage to any property from any cause, and all
damage done to the Building by moving or maintaining Tenant's property shall be
repaired at the expense of Tenant. The moving of heavy objects shall occur only
between those hours as may be designated by and only upon written notice to
Landlord and the persons employed to move heavy objects in or out of the
Building must be acceptable to Landlord.
6. Tenant shall not use or keep in the Premises or the Building any
kerosene, gasoline or flammable or combustible fluid or materials or use any
method of healing or air conditioning other than that supplied by Landlord.
Tenant shall not sweep or throw or permit to be swept or thrown from the
Premises any debts or other substance into any of the corridors, halls or
lobbies or out of the doors or windows or into the stairways of the Building and
Tenant shall not use, keep or permit to be used or kept any foul or noxious gas
or substance in the Premises. Tenant shall not use, keep or permit or suffer
the Premises to be occupied or used in a manner offensive or objectionable to
Landlord or other occupants of the Building by reason of noise, odors and/or
vibrations, or interfere in any way with other tenants or those having business
in the Building.
7. During non-business hours and on holidays access to the Building,
or to the halls, corridors or stairways in the Building, or to the Premises, may
be refused unless the person seeking access is known to the Building and has a
pass or is properly identified. Landlord shall in no case be liable for damages
for the admission to or exclusion from the Building of any person whom Landlord
has the right to exclude under Rule 1 above. In case of invasion, mob, hot
public excitement or other circumstances rendering that action advisable in
Landlord's opinion, Landlord reserves the right to prevent access to the
Building during the continuance of that activity by taking those actions that
Landlord may deem appropriate, including closing entrances to the Building.
8. Tenant shall see that the doors of the Premises are closed and
securely locked when Tenant's employees leave the Premises, after hours.
9. The toilet rooms, toilets, urinals, wash bowls and other apparatus
shall not be used for any purpose other than that for which they were
constructed, no foreign substance of any kind whatsoever shall be deposited in
any of them, and any damage resulting to them from Tenants misuse shall be paid
for by Tenant.
10. Except with the prior written consent of Landlord, Tenant shall
not sell, or permit the sale from the Premises of newspapers, magazines,
periodicals, theater tickets
-2-
or any other goods, merchandise or service, nor shall Tenant carry on, or permit
or allow any employee or other person to carry on, business in or from the
Premises for the service or accommodation of occupants of any other portion of
the Building, nor shall the Premises be used for manufacturing of any kind, or
for any business or activity other than that specifically provided for in
Tenant's Lease. No Tenant shall obtain for use upon the Premises ice, towel and
other similar services, or accept barbering or shoe polishing services in the
Premises, except from persons authorized by Landlord and at hours and under
regulations fixed by Landlord.
11. Tenant, without Landlord prior written consent, which shall not be
unreasonably withheld, shall not install any radio or television antenna,
loudspeaker or other device on the roof or exterior walls of the Building.
12. Tenant shall not use in any space, or in the Common Areas of the
Building, any handtrucks except those equipped with rubber fires and side guards
or other material handling equipment as Landlord may approve. No other vehicles
of any kind shall be brought by Tenant into the Building or kept in or about the
Premises. All mail carts shall be equipped with rubber guards to protect
elevators, doors and hallways.
13. No sign, advertisement or notice visible from the exterior of the
Premises shall be inscribed, painted or affixed by Tenant on any part of the
Building or the Premises without the prior written consent of Landlord. If
Landlord shall have consented at anytime, whether before or after the execution
of this Lease, that consent shall in no way operate as a waiver or release of
any of the provisions of this Rule 13 or of this Lease, and shall be deemed to
relate only to the particular sign, advertisement or notice so consented to by
Landlord and shall not be construed as dispensing with the necessity of
obtaining the specific written consent of Landlord with respect to each and
every such sign, advertisement or notice other than the particular sign,
advertisement or notice, as the case may be, so consented to by Landlord.
14. Except as shown in the design plan approved by Landlord, the
sashes, sash doors, windows, glass relights, and any lights or skylights that
reflect or admit light into the halls or other places of the Building shall not
be covered or obstructed and, there shall be no hanging plants or other similar
objects in the immediate vicinity of the windows or placed upon the window xxxxx
or hung from the window heads.
15. No tenant shall lay linoleum or other similar floor covering so
that it is affixed to the floor of the Premises in any manner except by a paste,
or other material which may easily be removed with water, the use of cement or
other similar adhesive materials being expressly prohibited. The method of
affixing any linoleum or other similar floor covering to the floor, as well as
the method of affixing carpets or rugs to the Premises, shall be subject to
approval by Landlord. The expense of repairing any damage resulting from a
violation of this Rule 15 shall be borne by the Tenant by
-3-
whom, or by whose agents, clerks, employees or visitors, the damage shall have
been caused.
16. All loading, unloading, and delivery of merchandise, supplies,
materials and furniture to the Premises shall be made during reasonable hours
and in entryways and elevators as Landlord shall designate. In its use of the
building loading dock, Tenant shall not obstruct or permit the obstruction of
loading areas, and at no time shall Tenant park vehicles in the loading areas
except for loading and unloading.
17. Canvassing, soliciting, peddling or distribution of handbills or
any other written material in the Building is prohibited and Tenant shall
cooperate to prevent these activities.
18. Tenant shall not permit the use or the operation of any coin
operated machines on the Premises, including, without limitation, vending
machines, video games, pinball machines, or pay telephones without the
reasonable prior written consent of Landlord.
19. Landlord may direct the use of all pest extermination and
scavenger contractors throughout the Building and/or Premises at intervals as
Landlord may require.
20. If Tenant desires telephone or telegraph connections, Landlord
will direct service technicians as to where and how the wires are to be
introduced. No boring or cutting for wires or otherwise shall be made without
directions from Landlord.
21. Landlord reserves the right to select the name of the Building and
to change the name as it may deem appropriate from time to time, and Tenant
shall not refer to the Building by any name other than: (a) the names as
selected by Landlord (as that name may be changed from time to time), or (b) the
postal address, approved by the United States Post Office. Tenant shall not use
the name of the Building in any respect other than as an address of its
operation in the Building without the prior written consent of Landlord.
22. The requirements of Tenant will be attended to only upon
application by telephone or in person at the office of the Building manager.
Employees of Landlord shall not perform any work or do anything outside of their
regular duties unless under special instruction from Landlord.
23. Landlord may waive any one or more of the Rules and Regulations
for the benefit of any particular tenant or tenants, but no waiver by Landlord
shall be construed as a waiver of the Rules and Regulations in favor of any
other tenant or tenants, nor prevent Landlord from thereafter enforcing any
Rules and Regulations against any or all of the tenants in the Building.
24. Wherever the word "Tenant" occurs in these Rules and Regulations,
it is understood and agreed that it shall mean Tenant's assigns, subtenants,
associates,
-4-
agents, clerks, employees and visitors. Wherever the word "Landlord" occurs in
these Rules and Regulations, it is understood and agreed that it shall mean
Landlord's assigns, agents, clerks, employees and visitors.
25. These Rules and Regulations are in addition to, and shall not be
construed in any way to modify, alter or amend, in whole or part, the terms,
covenants, agreements and conditions of any Lease of Premises in the Building.
26. Landlord reserves the right to make additional rules and
regulations as in its judgment may from time to time be needed for the safety,
care and cleanliness of the Building, and for the preservation of good order
therein.
-5-
