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EXHIBIT 10.25
BASIC LEASE INFORMATION
BASIC LEASE INFORMATION
OFFICE LEASE
Lease Date: February 14, 1996
Landlord: SIXTH & PIKE ASSOCIATES, L.P.
a limited partnership
Address of Landlord: 520 Pike Street, Suite 1210
Seattle, WA 98101
Tenant: NATIONAL TECHTEAM, INC., a Delaware
Corporation
Address of Tenant: 520 Pike Street, Suite 1460
Seattle, WA 98101
Contact: Cheryl Young Telephone:
PARAGRAPH 1 Premises: Suite 1460
PARAGRAPH 2 Lease Term: Twelve months, commencing April 1, 1996
and ending March 31, 1997.
PARAGRAPH 3 Base Rent: $4,500.00 per month.
Area of Premises: Approximately 3,175 rentable square feet.
PARAGRAPH 27 Percent of Total Building Area: .875%
Base Services Year: 1996. See Paragraph 43.
Base Utility Rate: Actual 1996 rate.
Base Tax Rate: Actual 1996 rate.
PARAGRAPH 32 Security Deposit: $5,000.00.
The foregoing Basic Lease Information is hereby
incorporated into and made a part of this Lease. Each
reference in this Lease to any of the Basic Lease
Information shall mean the respective information
hereinabove set forth and shall be construed to
incorporate all of the terms provided under the
particular Lease paragraph pertaining to such
information. In the event of any conflict between any
Basic Lease Information and the Lease, the latter shall
control.
LANDLORD: TENANT;
SIXTH & PIKE ASSOCIATES, L.P. NATIONAL TECHTEAM, INC., a
a limited partnership Washington Corporation
By: Oregon Property Investment
Corporation,
an Oregon corporation
Its: General Partner
By: LA SALLE ADVISORS LIMITED
Its: Advisor and Duly Authorized Agent
By: /s/ Stephen T. Wong By: /s/ L. A. Miller
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Stephen T. Wong
Its: Vice President Its: COO/CFO
Date: 2/26/96 Date: 2/15/96
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By: /s/ Diane R. McMahon By:
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Diane R. McMahon
Its: Vice President Its:
------------------
Date: 2/26/96 Date:
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PARAGRAPHS DESCRIPTION
BASIC LEASE INFORMATION ............................................ 1
TABLE OF CONTENTS .................................................. 1(A)
1. OCCUPANCY ............................................................ 2
2. TERM AND POSSESSION .................................................. 2
3. RENT ................................................................. 2
4. RESTRICTIONS ON USE .................................................. 2
5. COMPLIANCE WITH LAWS ................................................. 2
6. ALTERATIONS .......................................................... 2
7. REPAIR ............................................................... 2
8. LIENS ................................................................ 2
9. ASSIGNMENT AND SUBLETTING............................................. 3
10. INSURANCE AND INDEMNIFICATION ........................................ 3
11. WAIVER OF SUBROGATION ................................................ 4
12 SERVICES AND UTILITIES ............................................... 4
13. ESTOPPEL CERTIFICATE ................................................. 4
14. HOLDING OVER ......................................................... 5
15. SUBORDINATION ........................................................ 5
16. RULES AND REGULATIONS ................................................ 5
17. RE-ENTRY BY LANDLORD ................................................. 5
18. INSOLVENCY OR BANKRUPTCY ............................................. 5
19. DEFAULT .............................................................. 5
20. DAMAGE BY FIRE, etc. ................................................. 6
21. EMINENT DOMAIN ....................................................... 6
22. SALE BY LANDLORD ..................................................... 6
23. RIGHT OF LANDLORD TO PERFORM ......................................... 6
24. SURRENDER OF PREMISES ................................................ 7
25. WAIVER ............................................................... 7
26. NOTICES .............................................................. 7
27. RENTAL ADJUSTMENTS ................................................... 7
28. TAXES PAYABLE BY TENANT .............................................. 9
29. ABANDONMENT .......................................................... 9
30. SUCCESSORS AND ASSIGNS ............................................... 9
31. ATTORNEYS' FEES ...................................................... 9
32. SECURITY DEPOSIT ..................................................... 9
33. SUBSTITUTION SPACE ................................................... 9
34. CORPORATE AUTHORITY .................................................. 9
35. LEASE EFFECTIVE DATE ................................................. 9
36. BROKERAGE ............................................................ 10
37. FORCE MAJEURE ........................................................ 10
38. CERTAIN RIGHTS RESERVED BY LANDLORD .................................. 10
39. PERSONAL LIABILITY ................................................... 10
40. MISCELLANEOUS ........................................................ 10
EXHIBIT A ............................................. Rules & Regulations
EXHIBIT B ............................................. Outline of Premises
EXHIBIT D ...................................... Form of Tenant Certificate
EXHIBIT E ............................................... Legal Description
Page 1(A)
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LEASE AGREEMENT
THIS LEASE made as of this 14th day of February, 1996, Between
Sixth & Pike Associates (hereinafter called "Landlord") and
National TechTeam, Inc., a Delaware Corporation (hereinafter
called "Tenant").
Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord those Premises (hereinafter called "Premises")
outlined in red on Exhibit "B" attached hereto and made a part
hereof, specified in the Basic Lease Information attached
hereto.
OCCUPANCY 1. Tenant shall use and occupy the Premises for general office
purposes and for no other use or purpose without the prior
written consent of Landlord.
TERM AND 2. (A) The term of this Lease shall be for the period
POSSESSION specified in the Basic Lease Information (or until sooner
terminated as herein provided). If Landlord, for any reason
whatsoever, cannot deliver possession of the Premises to Tenant
at the commencement of the lease term, this Lease shall not be
void or voidable, nor shall Landlord or its agent be liable to
Tenant for any loss or damage resulting therefrom. In that
event, however, Tenant shall not be liable for any rent until
Landlord delivers possession of the Premises to Tenant. If
Landlord tenders possession of the Premises to Tenant prior to
the commencement of the term and Tenant chooses to accept such
possession, then the term of this Lease and Tenant's
obligations hereunder shall commence on the date that it
accepts such possession. Any failure to deliver possession at
the stated commencement of the term of this Lease or delivery
of possession prior to the stated commencement date shall not
in any way affect the obligations of Tenant hereunder or the
expiration date hereof.
RENT 3. (a) Tenant shall pay to Landlord throughout the term of this
Lease, rent as specified in the Basic Lease Information,
payable in monthly installments in advance on the
first day of each month during every year of the term hereby
demised in lawful money of the United States, without
deduction or offset whatsoever, to Landlord at the address
specified in the Basic Lease Information, or to such other
firm or to such other place as Landlord may from time to time
designate in writing. Said rental is subject to adjustment as
provided in Paragraph 27 hereof. If this Lease commences on a
day other than the first day of a calendar month or ends on a
day other than the last day of a calendar month, the monthly
rental for the fractional month shall be appropriately
prorated.
(B) Tenant recognizes that late payment of any rent or other
sum due hereunder from Tenant to Landlord will result in
administrative expense to Landlord, the extent of which
additional expense is extremely difficult and economically
impractical to ascertain. Tenant therefore agrees that if rent
or any other payment due hereunder from Tenant to Landlord
remains unpaid ten (10) days after said amount is due, the
amount of such unpaid rent or other payment shall be increased
by a late charge to be paid Landlord by Tenant in an amount
equal to five percent (5%) of the amount of the delinquent
rent or other payment. The amount of the late charge to be paid
to Landlord by Tenant on any unpaid rent or other payment shall
be reassessed and added to Tenant's obligation for each
successive monthly period accruing after the date on which the
late charge is initially imposed. Tenant agrees that such
amount is a reasonable estimate of the loss and expense to be
suffered by Landlord as a result of such late payment by Tenant
and may be charged by Landlord to defray such loss and expense.
The provisions of this paragraph in no way relieve Tenant of
the obligations to pay rent or other payments on or before the
date on which they are due, nor do the terms of this paragraph
in any way affect Landlord's remedies pursuant to Paragraph 19
of this Lease in the event said rent or other payment is unpaid
after the date due.
RESTRICTIONS 4. Tenant shall not do or permit anything to be done in or about
ON USE the Premises which will in any way obstruct or interfere with
the rights of other tenants or occupants of the building or
injure or annoy them, or use or allow the Premises to be used
for any improper, immoral, unlawful or objectionable purpose,
nor shall Tenant cause or maintain or permit any nuisance in,
on, or about the Premises. Tenant shall not commit or suffer
the commission of any waste, in, on, or about the Premises, nor
permit any use of the Premises which may be dangerous to
persons or property. Tenant shall not do nor permit anything to
be done on or about the Premises or bring or keep anything
therein which will in any way increase the rate of any
insurance upon the building in which the Premises are situated
or any of its contents or cause a cancellation of said
insurance or otherwise affect said insurance in any manner. No
retail sales shall be permitted upon the Premises without the
prior written consent of Landlord.
COMPLIANCE 5. Tenant shall not use the Premises or permit anything to be
WITH LAWS done in or about the Premises which will in any way conflict
with any law, statute, ordinance, or governmental rule
or regulation now in force or which may hereafter be enacted
or promulgated. Tenant shall at its sole cost and expense
promptly comply with all laws, statutes, ordinances and
governmental rules, regulations, or requirements now in force
or which may hereafter be in force and with the requirements
of any board of fire underwriters or other similar body now or
hereafter constituted relating to or affecting the condition,
use, or occupancy of the Premises, excluding structural
changes not related to or affected by alterations or
improvements made by or for Tenant or Tenant's acts. The
judgment of any court of competent jurisdiction or the
admission of Tenant in an action against Tenant, whether
Landlord be a party thereto or not, that Tenant has so violated
any such law, statute, ordinance, rule, regulation, or
requirement, shall be conclusive of such violation as between
Landlord and Tenant.
ALTERATIONS 6. Tenant shall not make or suffer to be made any alterations,
additions, or improvements in, on, or to the Premises or any
part thereof without the prior written consent of Landlord; and
any such alterations, additions, or improvements in, on or to
said Premises, except for Tenant's movable furniture and
equipment, shall immediately become Landlord's property and, at
the end of the term hereof, shall remain on the Premises
without compensation to Tenant. In the event Landlord
consents to the making of any such alterations, additions, or
improvements by Tenant, the same shall be made by Tenant, at
Tenant's sole cost and expense, in accordance with plans and
specifications approved by Landlord, and any contractor or
person selected by Tenant to make the same must first be
approved in writing by Landlord, or, at Landlord's option, the
alterations, additions or improvements shall be made by
Landlord for Tenant's account and Tenant shall reimburse
Landlord for the cost thereof within twenty (20) days after
receipt of a statement. Upon the expiration or sooner
termination of the term herein provided, Tenant shall upon
demand by Landlord, at Tenant's sole cost and expense forthwith
and with all due diligence remove any or all alterations
including all communications equipment and wires, additions, or
improvements made by or for the account of Tenant, designated
by Landlord to be removed, and Tenant shall forthwith and with
all due diligence, at its sole cost and expense, repair and
restore the Premises to their original condition.
REPAIR 7. By taking possession of the Premises, Tenant
accepts the Premises as being in the condition in which
Landlord is obligated to deliver them and otherwise in good
order, condition and repair. Tenant shall, at all times during
the term hereof at Tenant's sole cost and expense, keep the
Premises and every part thereof in good order, condition and
repair. Tenant shall upon the expiration or sooner termination
of the term hereof provided, surrender to Landlord the Premises
and all repairs, changes, alterations, additions, and
improvements thereto, neat and clean and in the same condition
as when received except for reasonable wear and tear as
determined by Landlord. It is hereby understood and agreed
that Landlord has no obligation to alter, remodel, improve,
repair, decorate, or paint the Premises or any part thereof
except as specified in Exhibit "C" attached hereto and made a
part hereof, and that no representations respecting the
condition of the Premises or the Building have been made by
Landlord to Tenant, except as specifically herein set forth.
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demand with interest at the rate payable of eighteen percent
18%) per annum or four percent (4%) above the prime rate of
Seattle First National Bank, whichever is more. Landlord shall
have the right at all times to post and keep posted on the
Premises any notices permitted or required by law, or which
Landlord shall deem proper, for the protection of Landlord, the
Premises, the Building, and any other party having an interest
herein, from mechanics' and materialmen's liens, and Tenant
shall give to Landlord at least five (5) business days prior
notice of commencement of any construction on the Premises.
ASSIGNMENT 9. (A) Tenant shall not sell, assign, encumber or otherwise
AND transfer by operation of law or otherwise this Lease or any
SUBLETTING interest herein, sublet the Premises or any part thereof, or
suffer any person to occupy or use the Premises or any portion
thereof, without the prior written consent of Landlord as
provided herein, nor shall Tenant permit any lien to be placed
on the Tenant's interest by operation of law. A transfer by
the present majority shareholders of ownership and control of
the voting stock of a corporate tenant, or a transfer of a
controlling interest in a partnership or proprietorship, as
applicable, shall be deemed an assignment for the purposes of
this paragraph. Tenant shall, by written notice, advise
Landlord of its desire from and after a stated date (which
shall not be less than thirty (30) days nor more than ninety
(90) days after the date of tenant's notice), to sublet the
Premises or any portion thereof for any part of the term
hereof, and in such event Landlord shall have the right,
to be exercised by giving written notice to Tenant ten (10)
days after receipt of Tenant's notice, to terminate this Lease
as to the portion of the Premises described in Tenant's notice
and such notice shall, if given, terminate this Lease with
respect to the portion of the Premises therein described as of
the date stated in Tenant's notice. Said notice by Tenant
shall state the name and address of the proposed subtenant,
and Tenant shall deliver to Landlord a true and complete copy
of the proposed sublease with said notice. If said notice
shall specify all of the Premises and Landlord shall give said
termination notice with respect thereto, this Lease shall
terminate on the date stated in Tenant's notice. If, however,
this Lease shall terminate pursuant to the foregoing with
respect to less than all the Premises, the rent, as defined
and reserved hereinabove and as adjusted pursuant to Paragraph
27, shall be adjusted on a pro rata basis to the number of
square feet retained by Tenant, and this Lease as so amended
shall continue thereafter in full force and effect. If
Landlord, upon receiving said notice by Tenant with respect to
any of the Premises, shall not exercise its right to
terminate, Landlord will not unreasonably withhold its consent
to Tenant's subletting the Premises specified in said notice.
(B) Any subletting hereunder by Tenant shall not result in
Tenant being released or discharged from any liability under
this Lease. As a condition to Landlord's prior written consent
as provided for in this paragraph, the subtenant or subtenants
shall agree in writing to comply with and be bound by all of
the terms, covenants, conditions, provisions, and agreements of
this Lease, and Tenant shall deliver to Landlord, promptly
after execution, an executed copy of each sublease and an
agreement of said compliance by each sublessee.
(C) Landlord's consent to any sale, assignment, encumbrance,
subletting, occupation, lien or other transfer shall not
release Tenant from any of Tenant's obligations hereunder or be
deemed to be a consent to any subsequent occurrence. Any sale,
assignment, encumbrance, subletting, occupation, lien or other
transfer of this Lease which does not comply with the
provisions of this Paragraph 9 shall be void.
INSURANCE 10. (A) Landlord shall not be liable to Tenant and Tenant hereby
AND INDEM- waives all claims against Landlord for any injury or damage to
NIFICATION any person or property in or about the Premises by or from any
cause whatsoever, other than Landlord's gross negligence or
willful acts or omissions, and, without limiting the generality
of the foregoing, whether caused by water leakage of any
character from the roof, walls, basement, or any other portion
of the Premises of the Building, or caused by gas, fire, oil,
or electricity in or about the Premises of the building or the
complex of which it is a part or any part thereof.
(B) Tenant shall hold Landlord harmless from and defend
Landlord against any and all claims or liability for any injury
or damage to any person or property whatsoever; (i) occurring
in, on, or about the Premises or any part thereof, (ii)
occurring in, on, or about any facilities (including without
prejudice to the generality of the term "facilities",
elevators, stairways, passageways, or hallways), the use of
which Tenant may have in conjunction with other tenants of the
Building, when such injury or damage shall be caused in part or
in whole by the act, neglect, fault of, or omission of any duty
with respect to the same by Tenant, its agents, servants,
employees, or invitees. Tenant further agrees to indemnify and
save harmless the Landlord against and from any and all claims
by or on behalf of any person, firm or corporation, arising
from the conduct or management of any work or thing whatsoever
done by the Tenant in or about or from transactions of the
Tenant concerning the Premises, and will further indemnify and
save the Landlord harmless against and from any and all claims
arising from any breach or default on the part of the Tenant in
the performance of any covenant or agreement on the part of the
Tenant to be performed pursuant to the terms of this Lease, or
arising from any act or negligence of the Tenant, or any of its
agents, contractors, servants, employees, or licensees, and
from and against all costs, counsel fees, expenses and
liabilities incurred in connection with any such claim or
action or proceeding brought thereon. Furthermore, in case any
action or proceeding be brought against Landlord by reason of
any claims or liability, Tenant agrees to defend such action or
proceeding at Tenant's sole expense by counsel reasonably
satisfactory to Landlord. The provisions of this Paragraph 10
shall survive the expiration or termination of this Lease with
respect to any claims or liability occurring prior to such
expiration or termination.
(C) Tenant shall secure and maintain, at Tenant's expense:
(i) All risk property insurance on all of Tenant's fixtures
and personal property in the Demised Premises, and on any
alterations, additions, or improvements made by Tenant upon
the Demised Premises all for the full replacement cost
thereof. Tenant shall use the proceeds from such insurance
for the replacement of fixtures and personal property and
for the restoration of Tenant's improvements, alterations,
additions to the leased premises. Landlord shall be named
as loss payee as respects to alterations, additional, or
improvements.
(ii) Business income and extra expense insurance with
limits not less than Tenant's 100% gross revenue for a
period of twelve (12) months.
(iii) Workers compensation and employers liability
insurance. The employers liability insurance shall afford
limits not less than $500,000 per accident, $500,000 per
employee for bodily injury by disease, and $500,000 policy
limit for bodily injury by disease. Such insurance shall
comply with Tenant's obligations to its employees under the
lease in the state in which the premises are located.
(iv) Commercial general liability insurance which insures
claims for bodily injury, personal injury, advertising
injury, and property damage based upon, involving or
arising out of the use, occupancy, or maintenance of the
Premises and the Project. Such insurance shall afford, at
a minimum, the following limits:
Each Occurrence $1,000,000
General Aggregate $2,000,000
Products/Completed Operations Aggregate $2,000,000
Personal and Advertising Injury Liability $1,000,000
Fire Damage Legal Liability $50,000
Medical Payments $5,000
Any general aggregate limit shall apply on a per-location
basis.
Such insurance shall name Landlord; its trustees, officers,
directors, agents, and employees; Landlord's Mortgagees of
whom Tenant has notice; and Landlord's Representatives of
whom Tenant has notice as additional insureds.
This coverage shall include blanket contractual liability,
broad form property damage liability, and shall contain an
exception to any pollution exclusion which insures damage
or injury arising out of heat, smoke, or fumes from a
hostile fire. Such insurance shall be written on an
occurrence basis and contain a standard separation of
insureds provision.
(v) Business auto liability which insures against bodily
injury and property damage claims arising out of the
ownership, maintenance, or use of "any auto." A minimum of
a $1,000,000 combined single limit per accident shall
apply.
(vi) Umbrella excess liability insurance, on a occurrence
basis, that applies excess of required commercial general
liability, business auto liability, and employers liability
policies, which insures against bodily injury, property
damage, personal injury and advertising injury claims with
the following minimum limits:
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These limits shall be in addition to and not
including those stated for underlying commercial
general liability, business auto liability, and
employers liability insurance. Such policy shall name
Landlord; its trustees, officers, directors, agents,
and employees; Landlord's Mortgagees of whom Tenant has
notice, and Landlord's Representatives of whom Tenant
has notice as additional insureds.
(vii) General Insurance requirements. All
policies required to be carried by Tenant hereunder
shall be issued by and binding upon an insurance
company licensed to do business in the State of
Washington with a rating of at least "A-" "VIII" or
better as set forth in the most current issue of
Best's Insurance reports, unless otherwise approved by
Landlord. Tenant shall not do or permit anything to
be done that would invalidate the insurance policies
required.
Liability insurance maintained by Tenant shall
be primary coverage without right of contribution by
any similar insurance that may be maintained by
Landlord.
Certificates of insurance, acceptable to
Landlord, evidencing the existence and amount of each
insurance policy required hereunder and Evidence of
Property Insurance Form, Acord 27, evidencing property
insurance as required shall be delivered to Landlord
prior to delivery or possession of the Premises and
ten (10) days prior to each renewal date.
Certificates of Insurance shall include an endorsement
for each policy showing that Landlord; its trustees,
officers, directors, agents, and employees; Landlord's
Mortgagees and Landlord's Representatives are included
as additional insureds on liability policies (except
Employer's Liability). The Evidence of Property
Insurance Form shall name Landlord as loss payee for
property insurance as respects Landlord's interest in
improvements and betterments. Further, the
certificates must include an endorsement for each
policy whereby the insurer agrees not to cancel,
non-renew, or materially alter the policy without at
least thirty (30) days prior written notice to
Landlord and Landlord's representatives.
In the event that Tenant fails to provide
evidence of insurance required to be provided by
Tenant hereunder, prior to commencement of the term
and thereafter during the term, within ten (10) days
following Landlord's request thereof, and thirty (30)
days prior to the expiration date of any such
coverage, Landlord shall be authorized (but not
required) to procure such coverage in the amount
stated with all costs thereof to be chargeable to
Tenant and payable upon written notice thereof.
The limits of insurance required by this Lease,
or as carried by Tenant, shall not limit the liability
of Tenant or relieve Tenant of any obligation
thereunder, except to the extent provided for under
Paragraph 11, Waiver of Subrogation. Any deductibles
selected by Tenant shall be the sole responsibility of
Tenant.
Landlord may, at its sole discretion, change the
insurance policy limits and forms which are required
to be provided by Tenant. Such changes will be made to
conform with common insurance requirements for similar
properties in similar geographic locations. Landlord
will not change required insurance limits or forms
more often than once per calendar year.
WAIVER OF 11. Anything in this Lease to the contrary notwithstanding,
SUBROGATION Landlord and Tenant each waives all rights of recovery,
claim, action, or cause of action against the other,
its agents (including partners, both general and
limited), trustees, officers, directors, employees, for
any loss or damage that may occur to the Premises, or any
improvements thereto, or the Project or any personal
property of such party therein, by reason of any peril
required to be insured against under this Lease,
regardless of cause of origin, including negligence of
the other party. Tenant and Landlord covenant that, to
the fullest extent permitted by law, no insurer shall
hold any right of subrogation against the other. Tenant
shall advise its insurers of the foregoing and such
waiver shall be permitted under any policies maintained
by Tenant pursuant to Paragraph 10(b) and Paragraph
10(c).
SERVICES 12. (A) Landlord shall maintain the public and common areas
AND of the Building, including lobbies, stairs, elevators,
UTILITIES corridors and rest rooms, the windows in the Building,
the mechanical, plumbing and electrical equipment serving
the Building, and the structure itself, in reasonably
good order and condition except for damage occasioned by
the act of the Tenant, which damage shall be repaired by
Landlord at Tenant's expense.
(B) Provided the Tenant shall not be in default
hereunder, and subject to the provisions elsewhere herein
contained and to the rules and regulations of the
Building, Landlord agrees to furnish to the Premises
during ordinary business hours of generally recognized
business days, to be determined by Landlord (but
exclusive, in any event, of Saturdays, Sundays, and legal
holidays), water and electricity suitable for the
intended use of the Premises, heat and air conditioning
required in Landlord's judgment, for the comfortable use
and occupation of the Premises, janitorial services
during the times and in the manner that such services
are, in Landlord's judgment customarily furnished in
comparable office buildings in the immediate market area,
and elevator service which shall mean service either by
non-attended automatic elevators or elevators with
attendants, or both, at the option of the Landlord.
Landlord shall be under no obligation to provide
additional or after-hours heating or air conditioning,
but if Landlord elects to provide such services at
Tenant's request, Tenant shall pay to Landlord a
reasonable charge for such services as determined by
Landlord. Tenant agrees to keep and cause to be kept
closed all window coverings when necessary because of the
sun's position, and Tenant also agrees at all times to
cooperate fully with Landlord and to abide by all the
regulations and requirements which Landlord may prescribe
for the proper functioning and protection of said
heating, ventilating, and air-conditioning system.
Wherever heat-generating machines, excess lighting or
equipment are used in the Premises which affect the
temperature otherwise maintained by the air-conditioning
system, Landlord reserves the right to install
supplementary air conditioning units in the Premises, and
the cost thereof, including the cost of installation and
the cost of operation and maintenance thereof, shall be
paid by Tenant to Landlord upon demand by Landlord.
Landlord shall in no event be liable for any interruption
or failure of utility services on the Premises.
(C) Tenant will not without the written consent of
Landlord use any apparatus or device in the Premises,
including without limitation, electronic data processing
machines, punch card machines, and machines using excess
lighting or current which will in any way increase the
amount of electricity or water usually furnished or
supplied for use of the Premises as general office space;
nor connect with electric current, except through
existing electrical outlets in the Premises, or water
pipes, any apparatus or device for the purposes of using
electrical current or water. If Tenant shall require
water or electric current or any other resource in excess
of that usually furnished or supplied for use of the
Premises as general office space, Tenant shall first
procure the consent of Landlord which Landlord may
refuse, to the use thereof, and Landlord may cause a
special meter to be installed in the Premises so as to
measure the amount of water, electric current or other
resource consumed for any such other use. The cost of
any such meters and of installation, maintenance, and
repair thereof shall be paid for by Tenant, and Tenant
agrees to pay Landlord promptly upon demand by Landlord
for all such water, electric current or other resource
consumed, as shown by said meters, at the rate charged by
the local public utility, furnishing the same, plus any
additional expense incurred in keeping account of the
water, electric current or other resource so consumed.
Landlord shall not be in default hereunder or be liable
for any damages directly or indirectly resulting from,
nor shall the rental herein reserved be abated by reason
of (i) the installation, use or interruption of use of
any equipment in connection with the furnishing of any of
the foregoing utilities and services, (ii) failure to
furnish or delay in furnishing any such utilities or
services when such failure or delay is caused by Acts of
God or the elements, labor disturbances of any character,
any other accidents or other conditions beyond the
reasonable control of Landlord, or by the making of
repairs or improvements to the Premises or the Building,
or (iii) the limitation, curtailment, rationing, or
restriction on use of water or electricity, gas or any
other form of energy or any other service or utility
whatsoever serving the Premises of the Building.
Furthermore, Landlord shall be entitled to cooperate
voluntarily in a reasonable manner with the efforts of
national, state or local governmental agencies or
utilities suppliers in reducing energy or other resources
consumption.
(D) Any sums payable under this Paragraph 12 shall be
considered additional rent and may be added to any
installment or rent thereafter becoming due, and Landlord
shall have the same remedies for a default in payment of
such sum as for a default in the payment of rent.
ESTOPPEL 13. (A) Within ten (10) days following any written request
CERTIFICATE which Landlord may make from time to time, Tenant shall
execute and deliver to Landlord a certificate
substantially in the form attached hereto as Exhibit "D"
and made a part hereof, indicating thereon any exceptions
thereto which may exist at that time. Failure of the
Tenant to execute and deliver such certificate shall
constitute an acceptance of the Premises and
acknowledgment by Tenant that the statements included in
Exhibit "D" are true and correct without exception.
Landlord and Tenant intend that any statement delivered
pursuant to this paragraph may be relied upon by any
mortgagee, beneficiary, purchaser or prospective
purchaser of the Building or any interest therein.
(B) Within ten (10) days following any written request
from Landlord, Tenant shall furnish current financial
statements to Landlord.
HOLDING 14. (A) Any holding over after the expiration of this Lease
OVER with the written consent of Landlord shall be a tenancy
from month to month. The terms, covenants and conditions
of such tenancy shall be the same as provided herein, and
the monthly rental shall be the then fair market value
of the Premises as determined by Landlord, but in no
event less than the monthly rental for the last period
prior to the expiration subject to adjustment
6
(B) If Tenant shall retain possession of the Premises or
any part thereof without Landlord's consent following the
expiration or sooner termination of this Lease for any
reason, then Tenant shall pay to Landlord for each day of
such retention double the amount of the daily rental for
the last period prior to the date of such expiration or
termination, subject to adjustment as provided in
Paragraph 27. Tenant shall also indemnify and hold
Landlord harmless from any loss or liability resulting
from delay by Tenant in surrendering the Premises,
including, without limitation, any claims made by any
succeeding tenant founded on such delay. Alternatively,
if Landlord gives notice to Tenant of Landlord's election
thereof, such holding over shall constitute renewal of
this Lease for a period from month to month. Acceptance
of rent by Landlord following expiration or termination
shall not constitute a renewal of this Lease, and nothing
contained in this paragraph shall waive Landlord's right
of re-entry or any other right. Unless Landlord
exercises the option hereby given to it, Tenant shall be
only a tenant at sufferance, whether or not Landlord
accepts any rent from Tenant while Tenant is holding over
without Landlord's written consent.
SUB- 15. Without the necessity of any additional document being
ORDINATION executed by Tenant for the purpose of effecting a
subordination, this Lease shall be subject and
subordinate at all times to: (a) all ground leases or
underlying leases which may now exist or hereafter be
executed affecting the Building or the land upon which
the Building is situated or both, and (b) the lien of any
mortgage or deed of trust which may now exist or
hereafter be executed in any amount for which said
Building, land, ground leases or underlying leases, or
Landlord's interest or estate in any of said items, is
specified as security. Notwithstanding the foregoing,
Landlord shall have the right to subordinate or cause to
be subordinated any such ground leases or underlying
leases or any such liens to this Lease. In the event
that any ground Lease or underlying Lease terminates for
any reason or any mortgage or deed of trust is foreclosed
or a conveyance in lieu of foreclosure is made for any
reason, Tenant shall, notwithstanding any subordination,
attorn to and become the Tenant of the successor in
interest to Landlord at the option of such successor in
interest. Tenant covenants and agrees to execute and
deliver, upon demand by Landlord and in the form
requested by Landlord, any additional documents
evidencing the priority of subordination of this Lease
with respect to any such ground leases or underlying
leases or the lien of any such mortgage or deed of trust.
Tenant hereby irrevocably appoints Landlord as
attorney-in-fact of Tenant to execute, deliver and record
any such documents in the name and on behalf of Tenant.
RULES AND 16. Tenant shall faithfully observe and comply with the rules
REGULATIONS and regulations printed on or annexed to this Lease and
all reasonable modifications thereof and additions
thereto from time to time put into effect by Landlord.
Landlord shall not be responsible for the nonperformance
by any other Tenant or occupant of the Building of any
said rules and regulations.
RE-ENTRY BY 17. Landlord reserves and shall at all times have the right
LANDLORD to re-enter the Premises to inspect the same, to supply
janitor service and any other service to be provided by
Landlord to Tenant hereunder, to show said Premises to
prospective purchasers, mortgagees or tenants, to post
notices of non-responsibility, and to alter, improve,
or repair the Premises and any portion of the building of
which the Premises are a part, without abatement of rent,
and may for that purpose erect, use, and maintain
scaffolding, pipes, conduit, and other necessary
structures in and through the Premises where reasonably
required by the character of the work to be performed,
provided that entrance to the Premises shall not be
blocked thereby, and further provided that the business
of Tenant shall not be interfered with unreasonably.
Tenant hereby waives any claim for damages for any injury
or inconvenience to or interference with Tenant's
business, any loss of occupancy or quiet enjoyment of the
Premises, and any other loss occasioned thereby. For
each of the aforesaid purposes, 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 and safes, or special security areas
(designated in advance), and Landlord shall have the
right to use any and all means which Landlord may deem
necessary or proper to open said doors in an emergency,
in order to obtain entry to any portion of the Premises,
and any entry to the Premises, or portions thereof
obtained by Landlord by any of said means, or otherwise,
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, actual or constructive,
of Tenant from the Premises or any portions thereof.
Landlord shall also have the right at any time, without
the same constituting an actual or constructive eviction
and without incurring any liability to Tenant therefor,
to change the arrangement and/or location of entrances,
passageways, doors and doorways, and corridors,
elevators, stairs, toilets, or other public parts of the
Building and to change the name, number or designation by
which the Building is commonly known.
INSOLVENCY 18. The appointment of a receiver to take possession of all
OR or substantially all of the assets of Tenant, or an
BANKRUPTCY assignment of Tenant for the benefit of creditors, or any
action taken or suffered by Tenant under any insolvency,
bankruptcy, or reorganization act, shall at Landlord's
option constitute a breach of this Lease by Tenant. Upon
the happening of any such event or at any time
thereafter, this Lease shall terminate five (5) days
after written notice of termination from Landlord to
Tenant. In no event shall this Lease be assigned or
assignable by operation of law or by voluntary or
involuntary bankruptcy proceedings or otherwise and in no
event shall this Lease or any rights or privileges
hereunder be an asset of Tenant under any bankruptcy,
insolvency, or reorganization proceedings.
DEFAULT 19. The failure to perform or honor any covenant, condition
or representation made under this Lease shall constitute
a default hereunder by Tenant. Tenant shall not have any
grace period within which to cure any default in the
payment of rental or adjustments thereto, and Landlord
shall not be required to give any notice to Tenant of any
such default before exercising any remedies available to
Landlord. Tenant shall have a period of ten (10) days
from the date of written notice from Landlord within
which to cure any default under this Lease other than a
default in the payment of rental or adjustments thereto;
provided, however, that with respect to any default which
cannot reasonably be cured within ten (10) days, Tenant
shall have additional time necessary to cure the default
so long as Tenant commences to cure within ten (10) days
from Landlord's notice, and continues to prosecute
diligently the curing thereof. Upon a default under this
Lease by Tenant, and failure to cure the default by Tenant
within the permissible time period, if any, Landlord
shall have the following rights and remedies in addition
to, or as an alternative to, any other rights or remedies
available to Landlord at law or in equity:
(A) The Lease may be terminated at the option of Landlord
by notice in writing to Tenant. If Landlord gives notice
to Tenant as herein provided, the Lease will be deemed
terminated as of the date specified in Landlord's notice
and Tenant shall have no further rights or obligations
under the Lease except as provided in the Paragraph 19
which shall survive termination of the Lease.
(B) Unless the Lease is terminated as provided in
subparagraph (a), the Lease will continue in full force
and effect, except Tenant's right to possession of the
Premises may be terminated at anytime, at the option of
Landlord, by notice in writing to Tenant. If Landlord
gives notice to Tenant as herein provided, Tenant's right
to possession of the Premises will be deemed terminated
as of the date specified in Landlord's notice, and
Landlord, as attorney-in-fact for Tenant, may from time
to time, but shall not be obligated to, sublet the
Premises or any part thereof for such term or terms and
at such rental and such other terms as Landlord in its
sole discretion deems advisable, with the right to make
alterations and repairs to the Premises. Upon each
subletting, at the option of Landlord, (i) either Tenant
shall be immediately liable to pay to Landlord, in
addition to indebtedness other than rent due hereunder,
the cost of such subletting and such alterations and
repairs incurred by Landlord and the amount, if any, by
which the rent hereunder for the period of such
subletting exceeds the amount to be paid as rent for the
Premises for such period, or (ii) Landlord shall apply
rents received from such subletting first, to payment of
any indebtedness other than rent due hereunder from
Tenant to Landlord; second, to the payment of any costs
of subletting and of any alterations and repairs; third,
to payment of rent due and unpaid hereunder; and the
residue, if any, shall be held by Landlord and applied in
payment of future rent as the same comes due hereunder.
If, under the option (i), the rents shall not be promptly
paid to Landlord by the subtenant(s), or if, under option
(ii), the rentals received from the subletting during any
month are less than all amounts owed for that month by
Tenant hereunder, Tenant shall pay any such deficiency to
Landlord. Such deficiency shall be calculated and paid
monthly. Unless and until the Lease is terminated as
provided in subparagraph (a), Tenant shall continue to be
liable to Landlord for rent and all other amounts owing
under the Lease when and as they become due, whether or
not Tenant's possession of the Premises has been
terminated, and whether or not the Premises are sublet by
Landlord. For all purposes set forth in the subparagraph
(b), Landlord is hereby irrevocably appointed
attorney-in-fact for Tenant, with power of substitution.
No taking possession of the Premises by Landlord, as
attorney-in-fact for Tenant, shall be construed as an
election on its part to terminate this Lease unless a
written notice of such intention is given to Tenant as
provided in subparagraph (a). Notwithstanding any action
taken by Landlord under this subparagraph, Landlord may
at anytime thereafter elect to terminate this Lease for
such previous breach.
(C) Upon termination of the Lease as provided in
subparagraph (a), or upon termination of Tenant's right
to possession of the Premises, as provided in
subparagraph (b), Landlord may re-enter and take
possession of the Premises, and may remove any persons or
property by legal action or by self-help with the use of
reasonable force or any other means and without liability
for damages. Any of Tenant's property remaining on the
Premises, including, without limitation, equipment,
inventory, furnishings and trade fixtures, shall be
deemed to have been abandoned by Tenant and shall be and
become the property of Landlord; provided, however, that
Landlord may, in its sole discretion, reject the property
and
7
(1) All past due rent and other amounts owing by
Tenant to Landlord pursuant to the terms of this
Lease as of the date of termination of the Lease.
(2) All costs associated with Tenant's default,
whether or not suit was commenced, including, without
limitation, costs of reentry and reletting, costs of
clean-up, refurbishing, removal of Tenant's property
and fixtures, other expenses occasioned by Tenant's
failure to quit the Premises upon termination and to
leave them in the required condition, any remodeling
costs, attorneys' fees, court costs, broker
commissions and advertising costs.
(3) The loss of reasonable rental value from the date
of termination of the Lease until a new tenant has
been, or with the exercise of reasonable efforts
could have been, secured.
(4) Any excess of the value of the rent and all of
Tenant's other obligations under this Lease, as if
the Lease had not been terminated, over the
reasonable expected return from the Premises for the
period commencing on the earlier of the date of trial
or the date the Premises are relet and continuing
through the end of the term. The present value of
future amounts will be computed using a discount rate
equal to the lowest prime interest rate announced
by a major Washington bank on short-term commercial
loans for its most credit-worthy customers, in effect
on the earlier of the date of trial or the date the
Premises are relet.
(e) Landlord may, in its sole discretion, sue periodically to
recover damages during the period corresponding with the
remainder of the Lease term, whether or not the Lease has
been terminated, and no action for damages shall bar a
later action for damages subsequently accruing.
(f) Landlord may elect to call the entire amount of rental
for the balance of the term, or what would have been the
balance of the term if the Lease had not been terminated
as provided in subparagraph (a), immediately due and
payable, which rent shall be paid by Tenant to Landlord
as liquidated damages.
DAMAGE BY 20. If the Premises or the Building are damaged by fire or
FIRE, ETC. other casualty, Landlord shall forthwith repair the same,
provided such repairs can be made within two hundred
ten (210) days from the date of such damage under the laws
and regulations of the federal, state, and local
governmental authorities having jurisdiction thereof. In
such event, this Lease shall remain in full force and
effect except that Tenant shall be entitled to a
proportionate reduction of rent while such repairs to be
made hereunder by Landlord are being made. Said
proportionate reduction shall be based on the extent to
which the making of such repairs to be made hereunder by
Landlord shall interfere with the business carried on by
Tenant on the Premises. Within twenty (20) days from the
date of such damage, Landlord shall notify Tenant whether
or not such repairs can be made within two hundred
ten(210)days from the date of such damage and Landlord's
determination thereof shall be binding on Tenant. If
such repairs cannot be made within two hundred ten (210)
days from the date of such damage, Landlord shall have
the option within thirty (30) days of the date of such
damage either to: (a) notify Tenant of Landlord's
intention to repair such damage and diligently prosecute
such repairs, in which event this Lease shall continue in
full force and effect and the rent shall be reduced as
provided herein; or (b) notify Tenant of Landlord's
intention to terminate this Lease as of a date specified
in such notice, which date shall be not less than thirty
(30) days nor more than sixty (60) days after such notice
is given. In the event that such notice to terminate is
given by Landlord, this Lease shall terminate on the date
specified in such notice. In case of termination by
either event, the rent shall be reduced by a
proportionate amount based upon the extent to which said
damage interfered with the business carried on by Tenant
in the Premises, and the Tenant shall pay such reduced
rent up to the date of termination. Landlord agrees to
refund to Tenant any rent previously paid for any period
of time subsequent to such date of termination. The
repairs to be made hereunder by Landlord shall not
include, and Landlord shall not be required to repair,
any damage by fire or other cause to the property of
Tenant or any repairs or replacements of any paneling,
decorations, ceiling, floor coverings, or any
alterations, additions, fixtures or improvements
installed on the Premises by or at the expense of Tenant.
EMINENT 21. If any part of the property described in Exhibit "E"
DOMAIN shall be taken or appropriated under the power of eminent
domain or conveyed in lieu thereof, Landlord shall have
the right to terminate this Lease at its sole option.
In such event Landlord shall receive (and Tenant shall
assign to Landlord upon demand from Landlord) any and all
income, rent, award or any interest thereon which may be
paid or owed in connection with the exercise of such
power of eminent domain or conveyance in lieu thereof,
and Tenant shall have no claim against Landlord or
against the agency exercising such power or receiving
such conveyance, for any part of such sum paid by virtue
of such proceedings, whether or not attributable to the
value of the unexpired term of this Lease. If a part of
the property described in Exhibit "E" shall be so taken
or appropriated or conveyed and Landlord hereto shall
elect not to terminate this Lease, Landlord shall
nonetheless receive (and Tenant shall assign to Landlord
upon demand from Landlord) any and all income, rent,
award, or any interest thereon paid or owed in connection
with such taking, appropriation or conveyance and if the
Premises have been damaged as a consequence of such
partial taking or appropriation or conveyance, Landlord
shall restore the Premises continuing under this Lease at
Landlord's cost and expense provided that such
restoration can be made, in Landlord's sole opinion
within three hundred sixty (360) days of the time the
property so taken is appropriated or conveyed.
If such restoration cannot be made, in Landlord's sole
opinion, within three hundred sixty (360) days from the
time of taking, Landlord shall notify Tenant within sixty
(60) days of such taking and Tenant shall have the right
to cancel this Lease by giving Landlord written notice of
its intention to cancel within thirty (30) days of the
date of Landlord's notice.
If Tenant elects not to cancel this Lease, it shall
remain in full force and effect except that Tenant shall
be entitled to an appropriate reduction in rent while
such restoration is being made by Landlord. Such
proportionate reduction shall be based upon the extent to
which the restoration being made by Landlord shall
interfere with the business carried on by Tenant in the
demised Premises. Landlord will not be required to
repair or restore any injury or damage to the property of
Tenant or make any repairs or restoration to any
alterations, additions, fixtures or improvements
installed in the Premises by or at the expense of Tenant.
Notwithstanding anything to the contrary contained in
this paragraph, if the temporary use or occupancy of any
part of the Premises shall be taken or appropriated under
such power of eminent domain during the term of this
Lease, this Lease shall be and remain unaffected by such
taking or appropriation and Tenant shall continue to pay
in full all rent payable hereunder by Tenant during the
term of this Lease; in the event of any such temporary
appropriation or taking, Tenant shall be entitled to
receive that portion of any award which represents
compensation for the use or occupancy of the Premises
during the term of this Lease, and Landlord shall be
entitled to receive that portion of any award which
represents the cost of restoration of the Premises and
the use and occupancy of the Premises after the end of
the term of this Lease.
SALE BY 22. In the event of a sale or conveyance by Landlord of the
LANDLORD Building, the same shall operate to release Landlord from
any future liability upon any of the covenants or
conditions, express or implied, herein contained in favor
of Tenant, and in such event Tenant agrees to look solely
to the responsibility of the successor in interest of
Landlord in and to this Lease. This Lease shall not be
affected by any such sale, and Tenant agrees to attorn
to the purchaser or assignee.
RIGHT OF 23. All covenants and agreements to be performed by Tenant
LANDLORD TO under any of the terms of this Lease shall be performed
PERFORM by Tenant at Tenant's sole cost and expense and without
any abatement of rent. If Tenant shall fail to pay any
sum of money, other than rent, required to be paid by
it hereunder or shall fail to perform any other act on
its part to be performed hereunder, and such failure
shall continue for ten (10) days after notice thereof by
Landlord, Landlord may, but shall not be obligated so to
do, and without waiving or releasing Tenant from any
obligations of Tenant, make any such payment or perform
any such act on Tenant's part to be made or performed as
in this Lease provided. All sums so paid by Landlord and
all necessary incidental costs together with interest
thereon at the rate of eighteen percent (18%) per annum
or four percent (4%) above the prime rate of Seattle
First National Bank, whichever is more per annum from the
date of such payment by Landlord, shall be payable as
additional rent to Landlord on demand, and Tenant
covenants to pay any such sums, and Landlord shall have,
in addition to any other right or remedy of Landlord, the
same rights and remedies in the event of nonpayment
thereof by Tenant as in the case of default by Tenant in
the payment of the rent.
SURRENDER 24. (a) Tenant shall, at least ninety (90) days before the
OF PREMISES last day of the term hereof, give to Landlord a written
notice of intention to surrender the Premises on that
date, but nothing contained herein shall be construed as
an extension of the term hereof or as consent of
Landlord to a holding over by Tenant.
8
equipment belonging to Tenant at Tenant's sole cost, title
to which shall be in Tenant until such termination,
repairing any damage caused by such removal. Property
not so removed upon the termination of this Lease or upon
termination of Tenant's right to possession shall be
deemed abandoned by Tenant, and title to the same shall
thereupon pass to Landlord. Upon request by Landlord,
unless otherwise agreed to in writing by Landlord, Tenant
shall remove, at Tenant's sole cost, any or all permanent
improvements or additions to the Premises installed by or
at the expense of Tenant and all movable furniture and
equipment belonging to Tenant which may be left by Tenant
and repair any damage resulting from such removal.
(C) The voluntary or other surrender of this Lease by
Tenant, or a mutual cancellation thereof, shall not work
a merger, and shall, at the option of Landlord, terminate
all or any existing subleases or subtenancies, or may, at
the option of Landlord, operate as an assignment to it or
any or all such subleases or subtenancies.
WAIVER 25. If either Landlord or Tenant waives the performance of
any term, covenant or condition contained in this Lease,
such waiver shall not be deemed to be a waiver of any
subsequent breach of the same or any other term,
covenant or condition contained herein. Furthermore, the
acceptance of rent by Landlord shall not constitute a
waiver of any preceding breach by Tenant of any term,
covenant or condition of this Lease, regardless of
Landlord's knowledge of such preceding breach at the time
Landlord accepted such rent. Failure by Landlord to
enforce any of the terms, covenants or conditions of this
Lease for any length of time shall not be deemed to waive
or to decrease the right of Landlord to insist thereafter
upon strict performance by Tenant. Waiver by Landlord of
any term, covenant or condition contained in this Lease
may only be made by a written document signed by
Landlord.
NOTICES 26. All notices and demands which may be or are required to be
given by either party to the other hereunder shall be in
writing. All notices and demands by Landlord to Tenant
shall be sent by United States certified or registered
mail, postage prepaid, addressed to Tenant at the
Premises, or to such other place as Tenant may from time
to time designate in a notice to Landlord. All notices
and demands by Tenant to Landlord shall be sent by
United States certified or registered mail, postage
prepaid, addressed to Landlord at the address specified
in the Basic Lease Information, or to such other firm or
to such other place as Landlord may from time to time
designate in a notice to Tenant. All notices and demands
shall be deemed given on the date personally delivered to
the address designated above or on the date mailed as
provided above.
RENTAL 27. RENTAL ADJUSTMENT FOR COSTS OF OPERATIONS, UTILITIES AND
ADJUSTMENTS TAXES ADJUSTMENTS
I. COSTS OF OPERATIONS AND UTILITIES
In addition to the Basic Rent to be paid hereunder,
Tenant shall pay to Landlord increases under this
Paragraph 27 as Additional Rent in the manner set
forth below:
(A) Definition: For the purposes hereof, the
terms used in this Paragraph 27 shall have the
following meanings:
(i) "Operating Costs" shall include Costs of
Utilities and Other Operating Costs.
(1) "Costs of Utilities" shall mean all
expenses paid or incurred by Landlord,
including any surcharges imposed, in
operation and maintenance of the
Building for heat, light, power, gas,
fuel, air conditioning and ventilating,
electricity and the cost of electrical
surveys, other utilities, including
without limitation to temporary or
permanent utility surcharge or other
exaction, whether now or hereinafter
imposed.
(2) "Other Operating Costs" shall mean
all other expenses paid or incurred by
Landlord for maintaining, operating and
repairing the Building and any real or
personal property used in conjunction
therewith, including, without
limitation: guard services, materials
and supplies, equipment and locks,
service agreements on equipment, the
costs of refuse collection, sewer, water
and other utilities services (excluding
costs included in the Costs of
Utilities), supplies, fluorescent tubes
(which Landlord may replace from time to
time on a group re-lamping basis)
janitorial and cleaning services, window
washing, landscape maintenance, services
of independent contractors, compensation
(including employment taxes and fringe
benefits) of all persons who perform
duties in connection with the operation,
maintenance and repair of the Building,
its equipment and the Land upon which it
is situated, insurance, licenses,
permits and inspection fees. Building
office rent or rental value,
depreciation on personal property,
including without limitation, window
coverings provided by Landlord and
carpeting in public corridors and common
areas, and the cost of contesting the
validity or applicability of any
governmental enactments which may affect
operating costs, customary management
fees (currently equal to 4% of the gross
rental income from the Building, whether
such fees are actually paid or not),
legal and accounting expenses and any
other expense or charge whether or not
hereinabove described which in
accordance with general accepted
accounting and management practices
would be considered an expense of
maintaining, operating or repairing the
Building.
Notwithstanding anything to the
contrary herein contained, operating
costs shall not include:
(A) Costs of any special services
rendered to individual tenants
(including Tenant) for which a special
charge is made;
(B) Real Property Taxes (as defined in
Paragraph 27 of this Lease); and
(C) Depreciation or amortization of costs
required to be capitalized in accordance
with generally accepted accounting
practices (except Other Operating Costs
shall include amortization of capital
improvements made subsequent to the
initial development of the Building
which are designed with a reasonable
probability of improving the operating
efficiency or security of the Building
or its systems, provided that such
amortization costs shall not exceed
expected savings in operating costs
resulting from such capital
expenditures).
(ii) "Lease Year" shall mean the twelve-month
period commencing January 1 and ending
December 31.
(iii) "Base Services Year" shall mean the
Lease Year in which the Commencement
Date occurs.
(iv) "Actual Costs" shall mean the actual
expenses paid or incurred by
Landlord for Operating Costs during
any Lease Year of the term hereof.
(v) "Actual Costs Allocable to the
Premises" shall mean the Tenant's
share of the Actual Costs determined
by Tenant's Percentage of the
Building described in the Basic
Lease Information.
(vi) "Estimated Costs Allocable to the
Premises" shall mean Landlord's
estimate of Actual Costs Allocable
to the Premises for the following
Lease Year to be given by Landlord
to Tenant pursuant to Paragraph
27(c) below.
(B) Base Amount. The "Base Amount" for purposes
of this Section shall be the aggregate of:
(i) Actual Costs Allocable to the
Premises for the Base Services Year
for Other Operating Costs (excluding
Costs of Utilities); and
(ii) With respect to Costs of Utilities,
an amount determined by multiplying
the Base Utility Rate, as specified
in the Basic Lease Information by
the area of Tenant's Premises as
described in the Basic Lease
Information; provided, however, that
Landlord shall estimate to the
extent required the Actual Costs
Allocable to the Premises for
purposes of determining the Base
Amount in the statement furnished in
accordance with Paragraph 27(c)
below and payments shall be further
adjusted as appropriate at such time
as Actual Costs are determined in
accordance with Paragraph 27(d)
below.
(c) Additional Rent for Estimated Increases in
Costs. Prior to the commencement of each
Lease Year (except that with respect to the
Base Services Year, Paragraphs 27(c) and (d)
shall apply only to the Costs of Utilities
and shall exclude Other Operating Costs)
9
its estimate for such Lease Year and
Additional Rent payments by Tenant for such
Lease Year shall be based on such revised
estimate.
(d) Actual Costs. Within 120 days after the
close of each Lease Year during the term
hereof, or as soon thereafter as practicable,
Landlord shall deliver to Tenant a written
statement setting forth the Actual Costs
Allocable to the Premises during the
preceding Lease Year. If such costs for any
Lease Year exceed Estimated Costs Allocable
to the Premises paid by Tenant to Landlord
pursuant to the preceding subsection (c),
Tenant shall pay the amount of such excess to
Landlord as added Additional Rent within 20
days after receipt of such statement by
Tenant. If such statement shows such costs
to be less than the amount paid by Tenant to
Landlord pursuant to the preceding subsection
(c), then the amount of such overpayment by
Tenant shall be credited by Landlord to the
next immediate Rent payable by Tenant.
(e) Determinations. The determination of Actual
Costs and Estimated Costs Allocable to the
Premises shall be made by Landlord.
(f) Beginning of Term. If this Lease shall
commence on a day other than the first day of
a Lease Year, the amount of any adjustment
between Estimated and Actual Costs Allocable
to the Premises with respect to the Lease
Year in which such commencement occurs shall
be prorated on the basis which the number of
days from the commencement of this Lease to
the end of the Lease Year bears to 365; and
any amount payable by Landlord to Tenant or
Tenant to Landlord with respect to such
adjustment shall be payable within 30 days
after delivery by Landlord to Tenant of the
statement of Actual Costs Allocable to the
Premises with respect to such Lease Year.
(g) End of Term. If this Lease shall terminate
on a day other than the last day of a Lease
Year, the amount of any adjustment between
Estimated and Actual Costs Allocable to the
Premises with respect to the Lease Year in
which such termination occurs shall be
prorated on the basis which the number of
days from the commencement of such Lease Year
to and including such termination date bears
to 365; and shall be due and payable when
rendered, notwithstanding the termination of
this Lease.
(h) Further Adjustment. In the event the average
occupancy level of the Building for the Base
Services Year was or is not 95% or more of
full occupancy, then the Actual Costs for
such year shall be proportionately adjusted
by Landlord to reflect those costs which
would have occurred had the Building been 95%
occupied during such year.
(i) Base Rent. Notwithstanding anything to the
contrary in this Paragraph 27, the Rent
payable by Tenant shall in no event be less
than the Rent specified in the Basic Lease
Information.
(j) Nonpayment of Additional Rent. In the event
of nonpayment of the Additional Rent
hereunder, Landlord shall have the same
rights with respect to such nonpayment as it
has with respect to any other nonpayment of
Rent hereunder.
II. COSTS OF TAXES
In addition to the Basic Rent to be paid hereunder,
Tenant shall pay to Landlord increases under this
Paragraph 27 as Additional Rent in the manner set forth
below:
(a) Definition: for purposes hereof, the terms
used in the Paragraph 27 shall have the
following meanings:
(i) "Real Property Taxes" shall mean
taxes on real property, development
rights, air rights, and personal
property, including all tenant
improvements which are paid for by
Landlord and not reimbursed by
tenants, and taxes on property of
tenants of the Building, which have
not been paid by such tenants
directly to the taxing authority;
charges and assessment levied with
respect to the Land, the Building,
development rights, air rights, any
improvements, fixtures and
equipment, and all other property of
Landlord, real or personal, used
directly in the operation of the
Building and located in or on the
Building; and any taxes levied or
assessed in addition to or in lieu
of, in whole or in part, such real
property or personal property taxes,
or any other tax upon leasing of the
Building or rents collected, but not
including any federal or state
income tax or franchise tax, and the
cost to Landlord of contesting the
amount or validity or applicability
of any of the aforementioned taxes.
Net recoveries through protest,
after deduction of all costs and
expenses, including counsel and
other fees, shall be deducted from
direct taxes for the year of
receipt.
(ii) "Lease Year" shall mean the period
defined in Paragraph 27(a)(iii) herein.
(iii) "Tenant's Share of Real Property
Taxes" shall mean the amount of Real
Property Taxes payable during any
Lease Year by Landlord multiplied by
Tenant's Percentage of the Building
described in the Basic Lease
Information.
(iv) "Base Tax Amount" shall mean the
product of the Base Tax Rate
described in the Basic Lease
Information multiplied by the area
of Tenant's Premises as described in
the Basic Lease Information.
(b) Additional Rent for Estimated Increase in Tenant's Share of
Real Property Taxes. Prior to the commencement of each Lease
Year, or as soon thereafter as practicable, Landlord may
furnish Tenant with a written statement setting forth the
estimate of Tenant's Share of Real Property Taxes for such
Lease Year. One-twelfth (1/12) of the amount, if any, by
which such estimate exceeds the Base Tax Amount shall be
Additional Rent payable by Tenant as provided in Paragraph 3
for each month during such Lease Year.
(c) Actual Real Property Taxes. Within 120 days after the close
of each Lease Year, during the term hereof, or as soon
thereafter as practicable, Landlord shall deliver to Tenant a
written statement setting forth the Tenant's Share of Real
Property Taxes during the preceding Lease Year. If Tenant's
Share of Real Property Taxes for such Lease Year exceeds the
estimated Tenant's Share of Real Property Taxes determined as
provided in Paragraph 27II(b), Tenant shall pay the amount of
such excess to Landlord as added Additional Rent within 20
days after receipt of such statement by Tenant. If such
statement shows such amount to be less than the amount paid by
Tenant to Landlord pursuant to Paragraph 27II(b), then the
amount of such overpayment shall be credited by Landlord to
the next immediate Rent payable by Tenant, within 30 days
following the date of such statement.
(d) Personal Property Taxes. Tenant shall pay, prior to
delinquency, all Personal Property Taxes payable with respect
to all Property of Tenant located on the Premises or the
Building and promptly upon request of Landlord shall provide
written proof of such payment. As used herein, "Property of
Tenant" shall include all improvements which are paid for by
Tenant. "Personal Property Taxes" shall include all property
taxes assessed against the Property of Tenant, whether
assessed as real or personal property.
(e) Determinations. The determination of Tenant's Share of Real
Property Taxes shall be made by Landlord.
(f) Beginning of Term. If this Lease shall commence on a day
other than the first day of a Lease Year, the amount of any
adjustment between the estimated and actual Tenant's Share of
Real Property Taxes with respect to the Lease Year in which
such commencement occurs shall be prorated on the basis which
the number of days from the commencement of this Lease to the
end of the Lease Year bears to 365; and any amount payable by
Landlord to Tenant or Tenant to Landlord with respect to such
adjustment shall be payable within 30 days after delivery by
Landlord to Tenant of the statement of Tenant's Share of Real
Property Taxes with respect to such Lease Year.
(g) End of Term. If this Lease shall terminate on a day other
than the last day of a Lease Year, the amount of any
adjustment between the estimated and actual Tenant's Share of
Real Property Taxes with respect to the Lease Year in which
such termination occurs shall be prorated on the basis which
the number of days from commencement of such Lease Year to and
including such termination date bears to 365 and shall be due
and payable when rendered notwithstanding the termination
of this Lease.
10
(i) Nonpayment of Additional Rent. In the event
of nonpayment of Additional Rent payable by
Tenant hereunder, Landlord shall have the
same rights with respect to such nonpayment
as it has with respect to any other
nonpayment of Rent hereunder.
TAXES 28. Tenant shall pay before delinquency any and all taxes
PAYABLE levied or assessed and which become payable by
BY TENANT Landlord (or Tenant) during the term of this Lease
(excluding, however, state and federal personal
or corporate income taxes measured by the income of
Landlord from all sources, capital stock taxes, and
estate and inheritance taxes), whether or not now
customary or within the contemplation of the parties
hereto, which are based upon, measured by or otherwise
calculated with respect to: (a) the gross or net
payable under this Lease, including without
limitation, any gross receipts tax levied by any
taxing authority, or any other gross income tax or
excise tax levied by any taxing authority with
respect to the receipt of the rental hereunder; (b)
the value of Tenant's equipment, furniture, fixtures
or other personal property located in the Premises;
(c) the possession, lease, operation, management,
maintenance, alteration, repair, use or occupancy by
Tenant of the Premises or any portion thereof; (d)
the value of any leasehold improvements, alterations
or additions made in or to the Premises, regardless
of whether title to such improvements, alterations or
additions shall be in Tenant or Landlord; or (e) this
transaction or any document to which Tenant is a part
creating or transferring an interest or an estate in
the Premises.
In the event that it shall not be lawful for Tenant
to so reimburse Landlord, the rent payable to
Landlord under this Lease shall be revised to net
Landlord the same net rent after imposition of any
such tax upon Landlord as would have been payable to
Landlord prior to the imposition of any such tax.
All taxes payable by Tenant under this Paragraph 28
shall be deemed to be, and shall be paid as,
Additional Rent.
ABANDONMENT 29. Tenant shall not vacate or abandon the Premises at any
time during the term, and any such vacation or
abandonment shall be a breach of this Lease. If Tenant
shall abandon, vacate or surrender said Premises or be
dispossessed by process of law, or otherwise, any
personal property belonging to Tenant and left on the
Premises shall, at the option of Landlord, be deemed to
be abandoned and title thereto shall pass to Landlord,
except such property as may be mortgaged to Landlord.
SUCCESSORS 30. Subject to the provisions of Paragraph 9 hereof, the
AND ASSIGNS terms, covenants and conditions contained herein shall be
binding upon and inure to the benefit of the heirs,
successors, executors, administrators and assigns of the
parties hereto.
ATTORNEYS' 31. In the event that any action must be taken to enforce any
FEES term, covenant or condition of this Lease, Landlord
shall be entitled to payment by Tenant of all
reasonable costs incurred in connection with such
enforcement, whether or not litigation is commenced,
including, without limitation, reasonable attorneys'
fees.
SECURITY 32. (A) By execution of this Lease, Landlord acknowledges
DEPOSIT receipt of Tenant's security deposit for the faithful
performance of all terms, covenants and conditions of
this Lease. The sum of said deposit is specified in
the Basic Lease Information. Tenant agrees that
Landlord may apply said security deposit to remedy
any failure by Tenant to repair or maintain the
Premises or to perform any other terms, covenants or
conditions contained herein. If Tenant has kept and
performed all terms, covenants and conditions of this
Lease during the term hereof, Landlord will on the
termination hereof promptly return said sum to Tenant
or the last permitted assignee of Tenant's interest
hereunder at the expiration of the lease term.
Should Landlord use any portion of said sum to cure
any default by Tenant hereunder, Tenant shall
forthwith replenish said sum to such original amount.
Landlord shall not be required to keep any security
deposit separate from its general funds, and Tenant
shall not be entitled to interest on any such
deposit. Upon the occurrence of any events of
default described in Paragraph 19 of this Lease said
security deposit shall become due and payable to
Landlord.
(B) Tenant hereby agrees not to look to the
mortgagee, as mortgagee, mortgagee in possession, or
successor in title to the property, for
accountability for any security deposit required by
the Landlord hereinunder, unless said sums have
actually been received by such mortgagee as security
for the Tenant's performance of this Lease.
SUBSTITUTION 33. (A) Landlord shall have the right at any time from the
SPACE date hereof through the end of the term of this Lease or
any renewal or extension hereof, to substitute, instead of
the leased Premises, other space (of approximately the
same area as the leased Premises) hereinafter referred to
as "Substitution Space", in the Building.
(B) If Landlord desires to exercise such right, it
shall give Tenant at least sixty (60) days prior
written notification that Tenant is to relocate to
another space. Tenant shall then give Landlord
written notice within ten (10) days of receipt of
Landlord's notification whether Tenant agrees to
relocate, or whether Tenant elects to terminate the
Lease and vacate the Premises as of the sixtieth
(60th) day following the date of Landlord's
notification. Should Tenant fail to give Landlord
written notice within ten (10) days of receipt of
Landlord's notification, then Tenant shall be deemed
to have elected to terminate, and this Lease shall
automatically terminate sixty (60) days following the
date of Landlord's notification. If Tenant shall
retain possession of the Premises or any part thereof
following the termination date, Tenant shall be
liable to Landlord, for each day of such retention,
for double the amount of the daily rental for the
last period prior to the date of such expiration or
termination, subject to rent adjustments as provided
in Paragraph 27, plus actual damages incurred by
Landlord resulting from delay by Tenant in
surrendering the Premises, including without
limitation any claims made against Landlord by any
succeeding Tenant to the Premises and Landlord's
costs in taking any action at law, in equity or self
help to evict Tenant from the Premises.
(C) If Tenant elects to move to the Substitution
Space, such move shall be at the sole cost of
Landlord including all costs and expenses related to
improving the space with leasehold improvements equal
to those then in Tenant's Premises, moving the
furniture, office equipment and other contents of the
Premises to the new space, reinstating
telecommunications equipment, printing of new
stationery, business cards and other printed matter
bearing the address of Tenant and such other
reasonable expenses as Tenant may incur, it being the
intention of the parties that Tenant incur no costs
or expenses as a result of the move. After such
move, all terms, covenants, conditions, provisions,
and agreements of this Lease shall continue in full
force and effect and shall apply to the Substitution
Space except that (a) if the then unexpired balance
of the term of the Lease shall be less than one year,
the term of this Lease shall be extended so that the
unexpired balance of the term of this Lease shall be
from one year from the date of the move and (b) if
the Substitution Space contains more square footage
than the presently leased Premises, the monthly
rental shall be increased proportionately (provided
that such rental increase shall not be in excess of
five percent (5%) of the rental immediately preceding
such an increase).
CORPORATE 34. If Tenant signs as a corporation, each of the persons
AUTHORITY executing this Lease on behalf of Tenant does hereby
covenant and warrant that Tenant is a duly
authorized and existing corporation, that Tenant has
and is qualified to do business in Washington, that
the corporation has full right and authority to enter
into this Lease, and that each and both of the
persons signing on behalf of the corporation were
authorized to do so. Upon Landlord's request, Tenant
shall provide Landlord with evidence reasonably
satisfactory to Landlord confirming the foregoing
covenants and warranties.
LEASE EFFEC- 35. Submission of this instrument for examination or signature
TIVE DATE by Tenant does not constitute a reservation of or option
for lease, and it is not effective as a Lease or
otherwise until execution and delivery by both
Landlord and Tenant.
BROKERAGE 36. Tenant represents and warrants that it has dealt with no
broker, agent or other person in connection with this
transaction and/or that no broker, agent or other person
brought about this transaction, other than N/A and Tenant
agrees to indemnify and hold Landlord harmless from and
against any claims by any other broker, agent or other
person claiming a commission or other form of
compensation by virtue of having dealt with Tenant with
regard to this leasing transaction. The provisions of
this Article shall survive the termination of this Lease.
FORCE 37. Whenever a period of time is herein prescribed for action
MAJEURE to be taken by Landlord, Landlord shall not be liable or
responsible for, and there shall be excluded from the
computation for any such period of time, any delays due
to strikes, riots, Acts of God, shortages of labor or
materials, war, governmental laws, regulations or
restrictions or any other causes of any kind whatsoever
which are beyond the control of Landlord.
CERTAIN 38. Landlord shall have the following rights, exercisable
RIGHTS without notice and without liability to Tenant for damage
RESERVED or injury to property, persons or business and without
BY LANDLORD effecting an eviction, constructive or actual, or
disturbance of Tenant's use or possession or giving rise
to any claim for setoff or abatement of rent:
11
Building, all without abatement of rent or affecting
any of Tenant's obligations hereunder, so long as the
leased Premises are reasonably accessible.
(B) To have and retain a paramount title to the
leased Premises free and clear of any act of Tenant
purporting to burden or encumber them.
(C) To change the name by which the Building is
designated.
(D) To grant to anyone the exclusive right to conduct
any business or render any service in or to the
Building, provided such exclusive right shall not
operate to exclude Tenant from the use expressly
permitted herein.
(E) To prohibit the placing of vending or dispensing
machines of any kind in or about the leased Premises
without the prior written permission of Landlord.
(F) To have access for Landlord and other tenants of
the Building to any mail chutes located on the leased
Premises according to the rules of the United States
Postal Service.
(G) To take all such reasonable measures as Landlord
may deem advisable for the security of the Building
and its occupants, including without limitation, the
search of all persons entering or leaving the
Building, the evacuation of the Building for cause,
suspected cause, or for drill purposes, the
temporary denial of access to the Building, and the
closing of the Building after normal business hours
and on Saturdays, Sundays and holidays, subject,
however, to Tenant's right to admittance when the
Building is closed after normal business hours under
such reasonable regulations as Landlord may prescribe
from time to time which may include by way of example
but not of limitation, that persons entering or
leaving the Building, whether or not during normal
business hours, identify themselves to a security
officer by registration or otherwise and that such
persons establish their right to enter or leave the
Building.
PERSONAL 39. The liability of Landlord to Tenant for any default by
LIABILITY Landlord under the terms of this Lease shall be
limited to the interest of Landlord in the Building
and the land, and Landlord shall not be personally
liable for any deficiency. This clause shall not be
deemed to limit or deny any remedies which Tenant may
have in the event of default by Landlord hereunder
which do not involve the personal liability of
Landlord.
MISCEL- 40. (A) The term "Premises" wherever it appears herein
LANEOUS includes and shall be deemed or taken to include (except
where such meaning would be clearly repugnant to the
context) the office space demised and improvements now
or at any time hereinafter comprising or built in the
space hereby demised. The paragraph headings herein are
for convenience of reference and shall in no way define,
increase, limit or describe the scope or intent of any
provision of this Lease. The term "Landlord" in these
presents shall include the Landlord, its successors, and
assign. In any case where this Lease is signed by more
than one person, the obligations hereunder shall be joint
and several. The term "Tenant" or any pronoun used in
place thereof shall indicate and include the masculine or
feminine, the singular or plural number, individuals,
firms or corporations, and their and each of their
respective successors, executors, administrators, and
permitted assigns, according to the context hereof.
(B) Time is of the essence of this Lease and all its
provisions. This Lease shall in all respects be
governed by the laws of the State of Washington.
This Lease, together with its exhibits, contains all
the agreements of the parties hereto and supersedes
any previous negotiations. There have been no
representations made by the Landlord or
understandings made between the parties other than
those set forth in this Lease and its exhibits. This
Lease may not be modified except by a written
instrument by the parties hereto.
(C) If for any reason whatsoever any of the
provisions hereof shall be unenforceable or
ineffective, all of the other provisions shall be and
remain in full force and effect.
Additional Paragraphs attached hereto and made a part
hereof.
IN WITNESS WHEREOF, the parties hereto have executed this
Lease the day and year first above written.
LANDLORD: TENANT:
SIXTH & PIKE ASSOCIATES, L.P. NATIONAL TECHTEAM, INC.,
a limited partnership a Delaware Corporation
By: Oregon Property Investment
Corporation, By: L. A. Mills
an Oregon corporation -------------------
Its: General Partner Its: COO/CFO
By: LA SALLE ADVISORS LIMITED
Its: Advisor and Duly Date: 2/15/96
Authorized Agent -------------------
By: Stephen T. Wong By:
-------------------------- -------------------
Stephen T. Wong
Its: Vice President Its:
-------------------
Date: 2/26/96 Date:
--------------------------- -------------------
By: Diane R. McMahon
---------------------------
Diane R. McMahon
Its: Vice President
Date: 2/26/96
---------------------------
12
Additonal Paragraphs.
Additonal Paragraph 42 - Tenant Improvements
Landlord agrees to provide the following tenant improvements:
* The entire premises will be painted.
* A locking door will be provided and installed in the wall adjacent to the
single private office.
* Landlord will provide a budget of $1,000 for electrical work, including
installation of Landlord supplied light fixtures.
* The carpet will be patched.
Additonal Paragraph 43 - Rental Adjustments.
Tenant will not be responsible for additonal rent as described in Paragrah 27
of the Lease unless Tenant renews or extends this Lease, in which case Tenant
will pay additonal rent commencing with the first month of the extended term,
based on a Base Services Year of 1996.
13
RULES AND REGULATIONS
EXHIBIT A 1. Sidewalks, halls, passages, exits, entrances, elevators,
escalators and stairways shall not be obstructed by Tenants or
used by them for any purpose other than for ingress to and
egress from their respective Premises. The halls, passages,
exits, entrances, elevators and stairways are not for the use of
the general public and Landlord shall in all cases retain the
rights to control and prevent access thereto by all person whose
presence, in the judgement of Landlord, shall be prejudicial to
the safety, character, reputation and interests of the Building
and its Tenants, provided that nothing herein contained shall be
construed to prevent such access to person with whom any Tenant
normally deals in the oridinary course of such Teneant's
business unless such person are engaged in illegal activities.
No Tenant, and no employees or invites of any Tenant, shall go
upon the roof of the Building, except as authorized by Landlord.
2. No sign, placard, picture, name, advertisement or notice,
visible from the exterior of leased premsies shall be inscrived,
painted, affixed, installed or otherwise displayed by any Tenant
either on its Premises or any part of the Building without the
prior written consent of Landlord, and Landlord shall have the
right to remove any such sigh, placard, picture, name,
advertisement, or notice without notice to and at the expense
of the Tenant.
All approved signs or lettering on doors and walls shall be
printed, painted, affixed or inscribed at the expenses of the
Tenant by a person approved by Landlord.
3. The bulletin board or directory of the Building will be provided
exclusively for the display of the name and location of Tenants
only and landlord reserves the right to exclude any other names
therefrom.
4. No curtains, draperies, blinds, shutters, shades, screens or
other coverings, awnings, hangings or decorations shall be
attached to, hung or placed in, or used in connections with, any
window or door on any Premises without the prior written consent
of Landlord. In any event with the prior written consent of
Landlord, all such items shall be installed inboard of
Landlords standard window covering and shall in no way be
visible from the exterior of the building. No articles shall be
placed or kept on the window sills so as to be visible form the
exterior of the Building. No articles shall be placed against
glass partitions or doors which might appear unsightly from
outside Tenant's Premises.
5. Landlord reserves the right to exclude from the Building,
between the hours of 6 p.m. and 8 am and at all hours on
Saturdays, Sundays and holidays, all persons who are not Tenants
or their accompanied guests in the Building. Each Tenant shall
be responsible for all person for whom it allows to enter the
building and shall be liable to Landlord for all acts of such
persons.
Landlord shall in no case be liable for damages for error with
regard to the admission to or exclusion from the Building of
any person.
During the continuance of any invasion, mob, riot, public
excitement or other circumstance rendering such action advisable
in Landlord's opinion, Landlord reserves the right to prevent
access to the Building by closing the doors, or otherwise, for
the safety of Tenants and protection of the Building and
property in the Building.
6. No Tenant shall emply any person or persons other than the
janitor of Landlord for the purpose of cleaning the Premises
umless otherwise agreed to by Landlord in writing. Except with
the written consent of Landlord no person or person s other than
those approved by Landlord shall be permitted to enter the
Building for the purpose of cleaning the same. No Tenant shall
cause any unnecessary labor by reason of such Tenant's
carelessness or indifference in the preservation of good order
and cleanliness to the Premises. Landlord shall in no way be
responsible to any Tenant for any loss of property on the
Premises, however occuring, or for any damage done to the
effects of any Tenant by the janitor or any other employee or
any other person.
7. No Tenant shall obtain for use upon its Premises ice, drinking
water, food, beverage, towel, or other similar services except
through facilities provided by Landlord (and maintained by
Tenant) and under regulations fixed by Landlord, or accept
barbering or bootblacking services in its Premises except from
persons authorized by Landlord.
8. Each Tenant shall see that all doors of its Premises are closed
and securely locked and must observe strict care and caution
that all water faucets or water apparatus are entirely shut off
before the Tenant or its employees leave such Premises, and that
all utilities shall likewise be carefully shut off, so as to
prevent waste or damage, and for any default or carelessness the
Tenant shall make good all injuries sustained by other Tenants
or occupants of the Building or Landlord. On multiple-tenancy
follor, all Tenants shall keep the door or doors to the Building
corridors closed at all tiems except for ingress and egress.
9. As more specifically provided in the Tenant's Lease of the
Premises, Tenant shall not waste electricity, water or
air-conditioning and agrees to cooperate fully with Landlord to
asure the most effective operation of the Building's heating
and air-conditioning, and shall refrain from attempting to
adjust any controls other than room thermostats installed for
Tenant's use.
10. No Tenant shall alter any lock or access device or install a
new or additonal lock of access device or any bolt on any door
of its Premsies without the prior written consent of Landlord.
If Landlord shall give its consent, the Tenant shall in each
case furnish Landlord with a key for any such lock.
11. No Tenant shall make or have made additional copies of any keys
or access devices provided by Landlord. Each Tenant, upon the
termination of the Tenancy, shall deliver to Landlord all the
keys or access devices for the Building, offices, rooms and
toilet rooms which shall have been furnished the Tenant or which
the Tenant shall have had made. In the event of the loss of any
keys or access devices so furnished by Landlord, Tenant shall
pay Landlord therefore.
12. The toilet rooms, toilets, urinals, wash bowls and other
appartus shall not be used for any purpose other than that for
which they were constructed and no foreign substance of any kind
whatsoever shall be thrown therein, and the expense fo brekage,
stoppage or damage resulting from the violation of this rule
shall be borne by the Tenant who, or whose employees or invitee,
shall have caused it.
13. No Tenant shall use or keep in its Premsies or the Building any
kerosene, gasoline or inflammable or combustible fluid or
material other than limited quantities necessary for the
operation or maintenance of office or office equipment. No
Tenant shall use any method of heating or air-conditioning
other than that supplied by Landlord.
14. No Tenant shall use, keep or permit to be used or kept in its
Premises any foul or noxious gas or substance or permit or
suffer such Premsises 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
therein, nor shall any animals or birds be brought or kept in or
about any Premises of the Building.
15. No cooking shall be done or permitted by any Tenant on its
Premsies (except that use by the Tenant of Underwriters'
Laboratory approved equipement of the preparation of coffee,
tea, hot chocolate and similar beverages for Tenants and their
employees shall be permitted, provided that such equipment and
use is in accordance with all applicable federal, state and city
laws, codes, ordinances, rules and regulations), nor shall
Premises be used for lodging.
16. Except with the prior written consent of Landlord, no Tenant
shall sell, or permit the sale, at retail, of newspapers,
magazimes, periodicals, theater tickets or any other goods or
merchandise in or on any Premises, nor shall Tenant carry on, or
permit or allow any employee or other person to carry on the
business of stenography, typewriting or any similar business in
or from any Premises for the service or accomodation of
occupants of any
14
17. If Tenant requires telegraphic, telephonic, burglar alarm or similar
services, it shall first obtain, and comply with, Landlord's instructions
in their installation.
18. Landlord will direct electricians as to where and how telephone, telegraph
and electrical wires are to be introduced or installed. No boring or
cutting for wires will be allowed without the prior consent of Landlord.
The location of burglar alarms, telephones, call boxes and other office
equipment affixed to all Premises shall be subject to the written approval
of Landlord.
19. No Tenant shall install any radio or television antenna, loudspeaker or any
other device on the exterior walls or the roof of the Building. Tenants
shall not interfere with radio or television broadcasting or reception from
or in the Building or elsewhere.
20. No Tenant shall lay linoleum, tile, carpet or any other floor covering
so that the same shall be affixed to the floor of its Premises in any
manner except as approved in writing by Landlord. The expense of repairing
any damage resulting from a violation of this rule or the removal of any
floor covering shall be borne by the Tenant by whom, or by whose
contractors, employees or invitees, the damage shall have been caused.
21. No furniture, freight, equipment, materials, supplies, packages,
merchandise or other property will be received in the Building or carried
up or down the elevators except between such hours and in such elevators as
shall be designated by Landlord.
Landlord shall have the right to prescribe the weight, size and position of
all safes, furniture or other heavy equipment brought into the Building.
Safes or other heavy objects shall, if considered necessary by Landlord,
stand on wood strips of such thickness as determined by Landlord to be
necessary to properly distribute the weight thereof. Landlord will not be
responsible for loss of or damage to any such safe, equipment or property
from any cause, and all damage done to the Building by moving or
maintaining any such safe, equipment or other property shall be repaired at
the expense of Tenant.
Business machines and mechanical equipment belonging to Tenant which cause
noise or vibration that may be transmitted to the structure of the Building
or to any space therein to such a degree as to be objectionable to
Landlord or to any Tenants in the Building shall be placed and maintained
by Tenant, at Tenant's expense, on vibration eliminators or other devices
sufficient to eliminate noise or vibration. The persons employed to move
such equipment in or out of the Building must be acceptable to Landlord.
22. No Tenant shall place a load upon any floor of the Premises which exceeds
the load per square foot which such floor was designed to carry and which
is allowed by law. No Tenant shall mark, or drive nails, screw or drill
into, the partitions, woodwork or plaster or in any way deface such
Premises or any part thereof.
23. No Tenant shall install, maintain or operate upon the Premises any vending
machine without the written consent of Landlord.
24. There shall not be used in any space, or in the public areas of the
Building, either by any Tenant or others, any hand trucks except those
equipped with rubber tires and side guards or such other material handling
equipment as Landlord may approve. No other vehicles of any kind shall be
brought by any Tenant into or kept in or about the Premises.
25. Each Tenant shall store all its trash and garbage within the interior of
its Premises. No material shall be placed in the trash boxes or receptacles
if such material is of such nature that it may not be disposed of in the
ordinary and customary manner of removing and disposing of trash and
garbage in the city without violation of any law or ordinance governing
such disposal. All trash, garbage and refuse disposal shall be made only
through entryways and elevators provided for such purposes and at such
times as Landlord shall designate.
26. Canvassing, soliciting, distribution of handbills or any other written
material and peddling in the Building are prohibited and each Tenant shall
cooperate to prevent the same. No Tenant shall make room-to-room
solicitation of business from other Tenants in the Building, without the
written consent of Landlord.
27. Landlord shall have the right, exercisable without notice and without
liability to any Tenant, to change the name and address of the Building.
28. Landlord reserves the right to exclude or expel from the Building any
person who, in Landlord's judgment, is intoxicated or under the influence
of liquor or drugs or who is in violation of any of the rules and
regulations of the Building.
29. Without the prior written consent of Landlord, Tenant shall not use the
name of the Building in connection with or in promoting or advertising the
business of Tenant except as Tenant's address.
30. Tenant shall comply with all safety, fire protection and evacuation
procedures and regulations established by Landlord or any governmental
agency.
31. Tenant assumes any and all responsibility for protecting its Premises from
theft, robbery and pilferage, which includes keeping doors locked and other
means of entry to the Premises closed.
32. The requirements of Tenants will be attended to only upon application at
the office of the Building by an authorized individual. Employees of
Landlord shall not perform any work or do anything outside of their regular
duties unless under special instructions from Landlord, and no employees
will admit any person (Tenant or otherwise) to any office without specific
instructions from Landlord.
33. Landlord may waive any one or more of these Rules and Regulations for the
benefit of any particular Tenant or Tenants, but no such waiver by Landlord
shall be construed as a waiver of such Rules and Regulations in favor of
any other Tenant or Tenants, nor prevent Landlord from thereafter enforcing
any such Rules and Regulations against any or all Tenants of the Building.
34. Landlord reserves the right to make such other and reasonable rules and
regulations as in its judgment may from time to time be needed for safety
and security, for care and cleanliness of the Building and for the
preservation of good order therein. Tenant agrees to abide by all such
Rules and Regulations herein above stated and any additional rules and
regulations which are adopted.
35. Landlord reserves the right to designate the use of the parking spaces on
the Premises.
36. Tenants shall use carpet protectors under all desk chairs.
37. Tenant or Tenant's guests shall park between designated parking lines only,
and shall not occupy two parking spaces with one car. Vehicles in violation
of the above shall be subject to tow-away, at vehicle owner's expense.
38. Vehicles parked on Premises overnight without prior written consent of the
Landlord shall be deemed abandoned and shall be subject to tow-away at
vehicle owner's expense.
39. Tenant shall be responsible for the observance of all of the foregoing
Rules and Regulations by Tenant's employees, agents, clients, customers,
invitees and guests.
40. These Rules and Regulations are in addition to, and shall not be construed
to in any way modify, alter or amend, in whole or in part, the terms,
covenants, agreements and conditions of any Lease of Premises in the
Building. The word "Building" as used herein means 520 Pike Tower, of which
the Premises are part.
41. 520 Pike Tower is a non-smoking Building. Smoking is strictly prohibited in
any common areas or office spaces within the Building.
15
EXHIBIT B
[FLOOR PLAN]
CANNON
REAL
ESTATE 14th FLOOR PLAN 1/16" = 1" = 0"
SERVICES
PLEASE
INITIAL
LANDLORD
16
FORM OF TENANT CERTIFICATE
EXHIBIT D
Date:__________________________, 19____
TO: (Lender) ________________________________________________________
________________________________________________________
________________________________________________________
and
TO: (Landlord) ________________________________________________________
________________________________________________________
________________________________________________________
RE: Property known as: 520 Pike Tower, Suite ___________________________
Gentlemen:
Respecting that certain Lease dated _________________, 19____ between
_________________________________________ as Landlord and ___________________
as Tenant. Tenant hereby certifies that it has unconditionally accepted
possession of the Premises described in said Lease, and that said Lease is in
full force and effect and has not been modified, supplemented or amended in any
way, and that the DATE OF COMMENCEMENT of the term of the Lease is
_____________________________, 19____ and the end of the term is
________________, 19____, unless sooner terminated as therein provided.
Undersigned further certifies that all terms and conditions to be
performed by the Landlord under said Lease have been satisfied and that on this
date there are not existing defenses or offsets which the undersigned has
against the full enforcement of said Lease by Landlord; and that no rent has
been paid in advance (except as provided in said Lease) and that rent has
continued to be paid in accordance with said Lease since the term commencement.
Tenant is in occupancy of the leased Premises; and there is ONGOING
FULL OPERATION OF TENANT'S BUSINESS at leased Premises, being conducted BY
NAMED TENANT during normal business hours.
Undersigned further agrees not to look to (LENDER) as mortgagee in
possession or successor in title to the property, for accountability for any
SECURITY DEPOSIT required by the Landlord under said Lease UNLESS such sums
have actually been received by (LENDER) as cash security for Tenant's
performance of this Lease.
Tenant understands that its Lease may be assigned as collateral
security for a mortgage loan to be granted to Landlord by (LENDER)
under a Collateral Assignments of Lease form containing (among others)
the agreements by and restrictions on Landlord that, WITHOUT YOUR PRIOR
WRITTEN AUTHORIZATION as Assignee, LANDLORD WILL NOT THEREAFTER MODIFY,
TERMINATE OR ACCEPT SURRENDER OF THE LEASE and will NOT REDUCE, ABATE
OR ACCEPT PREPAYMENT OF ANY RENT (except the regular monthly rental
payments required by said Lease to be paid in advance). Tenant
acknowledges its Landlord's agreements and the restrictions on
Landlord's rights under said Assignment, and hereby agrees to be bound
by said agreements and restrictions.
Tenant will not assign its leasehold without (LENDER'S) written
consent.
(Tenant): _______________________________________________________
By: _______________________________________________________
17
EXHIBIT E
TO
520 PIKE TOWER
LEASE AGREEMENT
REAL PROPERTY DESCRIPTION
Lots 10 and 11, Block 18, Addition to the Town of Seattle, as laid out by A.A.
Denny (commonly known as A.A. Denny's 3rd Addition to the City of Seattle),
according to the plat thereof recorded in Volume 1 of Plats, page 33, in King
County, Washington, EXCEPT the southerly 10 feet of said Lot 11, condemned in
King County Superior Court Cause No. 41394 for the widening of Pike Street, as
provided by Ordinance No. 10051 of the City of Seattle.
SUBJECT TO AND TOGETHER WITH all rights granted pursuant to Development and
Parking Rights Agreement dated April 8, 1982 recorded under King County,
Washington recording number 8204080464, as amended by agreement recorded under
King County, Washington recording number 8208240318.
18
STATE OF ________________)
) SS.
County of ________________)
BE IT REMEMBERED, That on this 15th day of February, 1996 before me,
the undersigned a Notary Public in and for said County and State, personally
appeared the within named Lawrence A. Mills known to me to be who
executed the within instrument and acknowledged to me that he executed the same
freely and voluntarily.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year last above written.
Notary Public for Wayne County
My commission expires May 8, 1999
CANDACE M. BREWER
NOTARY PUBLIC STATE OF MICHIGAN
WAYNE COUNTY
MY COMMISSION EXP. MAY 8, 1999
STATE OF ________________)
) SS.
County of ________________)
BE IT REMEMBERED, That on this day of , 1996 before me,
the undersigned a Notary Public in and for said County and State, personally
appeared the within named known to me to be who
executed the within instrument and acknowledged to me that he executed the same
freely and voluntarily.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year last above written.
Notary Public for __________________________________
My commission expires __________________________________
19
STATE OF OREGON )
)ss
COUNTY OF MULTNOMAH)
BE IT REMEMBERED, That on this 26th day of February, 1996, before
me, the undersigned a Notary Public in and for said County and State,
personally appeared the within named Stephen T. Wong known to me to be
the Vice President of LaSalle Advisors Limited who executed the within
instrument and acknowledged to me that he executed the same freely and
voluntarily.
[SEAL] OFFICIAL SEAL IN TESTIMONY WHEREOF, I have hereunto
MARLENE KASTING set my hand and affixed my official seal
NOTARY PUBLIC-OREGON the day and year last above written.
COMMISSION NO.021740
MY COMMISSION EXPIRES JAN. 31, 1997 Marlene Kasting
NOTARY PUBLIC in and for the State of
Oregon, residing at Portland. My
commission expires 1/31/97.
STATE OF OREGON )
)ss
COUNTY OF MULTNOMAH)
BE IT REMEMBERED, That on this 26th day of February, 1996, before
me, the undersigned a Notary Public in and for said County and State,
personally appeared the within named Diane R. McMahon, known to me to
be Vice President of LaSalle Advisors Limited who executed the within
instrument and acknowledged to me that he executed the same freely and
voluntarily.
[SEAL] OFFICIAL SEAL IN TESTIMONY WHEREOF, I have hereunto
MARLENE KASTING set my hand and affixed my official seal
NOTARY PUBLIC-OREGON the day and year last above written.
COMMISSION NO.021740
MY COMMISSION EXPIRES JAN. 31, 1997 Marlene Kasting
NOTARY PUBLIC in and for the State of
Oregon, residing at Portland. My
commission expires 1/31/97.