{"id":41805,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2250-first-avenue-south-seattle-wa-sublease-agreement.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2250-first-avenue-south-seattle-wa-sublease-agreement","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/2250-first-avenue-south-seattle-wa-sublease-agreement.html","title":{"rendered":"2250 First Avenue South (Seattle, WA) Sublease Agreement &#8211; Amazon.com Inc. and C.C. Filson"},"content":{"rendered":"<pre>\n                               SUBLEASE AGREEMENT\n\nDATED:                February 19, 1997\n\nBETWEEN:              Amazon.com, Inc.\n\nAND:                  C.C. Filson Company\n\n\n                                    RECITALS\n\n         A. Pacific Northwest Warehouses, Inc. ('Master Landlord'), as lessor,\nand Coast Wide Supply Co. ('Master Sublessor'), as lessee, entered into a Lease\ndated December 5, 1979 (as subsequently amended and extended, the 'Master\nLease'), with respect to a certain office\/warehouse building (the 'Premises')\nlocated at 2250 First Avenue South, Seattle, Washington.\n\n         B. Master Sublessor, as sublessor, and Amazon.com, Inc., a Delaware\ncorporation ('Amazon.com'), as sublessee, entered into a Sublease Agreement (the\n'Master Sublease') dated as of January 19, 1996, with respect to the Premises. A\ncopy of the Master Sublease (which includes a copy of the Master Lease as\nExhibit A, thereto) is attached to this Sublease as Exhibit A. The Premises are\nlegally described in the Master Lease.\n\n         C. Amazon.com now wishes to sublease the Premises to C.C. Filson\nCompany, a Washington corporation ('Filson'), pursuant to the terms and\nconditions of this Sublease.\n\n\n                                    AGREEMENT\n\n         NOW, THEREFORE, in consideration of the mutual covenants herein, and\nother good and valuable consideration, the receipt and sufficiency of which is\nacknowledged, the parties agree as follows:\n\n         1. DEMISE OF THE PREMISES\n\n         Amazon.com hereby subleases the Premises to Filson, and Filson\nsubleases the Premises from Amazon.com, subject to the terms and conditions of\nthis Sublease.\n\n                                                                          PAGE 1\n\n         2. TERM AND EARLY ENTRY\n\n         The term of this Sublease shall commence March 1, 1997 and shall\ncontinue through 11:00 p.m. pacific time on December 31, 1998. Filson shall have\nthe right to occupy the Premises on February 21, 1997, provided that from and\nafter the date Filson first takes possession of the Premises all of the terms\nand conditions of this Sublease shall be in effect except for the payment of\nBase Rent and additional rent, which shall commence on March 1, 1997.\n\n         3. BASE RENT\n\n         Filson shall pay to Amazon.com monthly base rent in the amount set\nforth below ('Base Rent'). Base Rent shall be paid in advance on the first day\nof each calendar month at such place as Amazon.com may designate, without prior\ndemand therefor. If this Sublease does not commence or terminate on the first or\nlast day of a month, respectively, Base Rent for the month of commencement or\ntermination shall be prorated.\n\n         Base Rent shall be as follows:\n\n\n\n\n                   PERIOD                            BASE RENT\n                                         \n            03\/01\/97 - 12\/31\/97                $7,200.00 per month\n            01\/01\/98 - 02\/28\/98                $7,300.00 per month\n            03\/01\/98 - 04\/30\/98                $0.00 per month\n            05\/01\/98 - 12\/31\/98                $7,300.00 per month\n\n\n         4. ADDITIONAL RENT\n\n         Filson shall pay, as additional rent, within ten (10) days after\nwritten demand therefor, all amounts, other than 'Basic Monthly Rent' (as such\nterm is defined in the Master Sublease), that Amazon.com becomes obligated to\npay to Master Sublessor under the terms of the Master Sublease, including, but\nnot limited to, amounts payable under Master Sublease paragraphs 4.2, 7.5, 9.5,\n11.1, 12, 13.3 (but not with regard to this Sublease) and 14.7.\n\n         5. SECURITY DEPOSIT AND FIRST MONTH RENT\n\n         Filson shall pay Amazon.com a security deposit (the 'Security Deposit')\nin the amount of $7,300.00, and first month rent in the amount of $7,200.00,\nupon execution\n\n                                                                          PAGE 2\n\nof this Sublease. The Security Deposit shall be handled and applied in\naccordance with Section 5 of the Master Sublease, as incorporated into this\nSublease by Paragraph 14.2 hereof.\n\n         6. 'AS-IS' CONDITION\n\n         Filson accepts the Premises in 'As-Is' condition. In particular,\nAmazon.com makes no representations or warranties, express or implied, about the\ncharacter, construction, condition, zoning, permitting, tenantability or utility\nof the Premises for Filson's intended use.\n\n         7. ACCESS TO PREMISES BY MASTER LANDLORD\n\n         Master Landlord, Pacific Northwest Warehouses, Inc. and its agents\nshall have the right to enter the Premises for the purposes of showing the\nPremises to prospective tenants anytime after January 1, 1998. Master Landlord\nshall give Filson at least 24 hours advance notice before entering the Premises.\n\n         8. PERMITTED USE\n\n         Filson shall use the Premises for general office, storage,\nmanufacturing and distribution and for no other purpose without the prior\nwritten consent of Master Landlord, Master Lessor and Amazon.com.\n\n         9. UTILITIES\n\n         Utilities and services shall be provided to the Premises as set forth\nin the Master Lease and the Master Sublease. Amazon.com shall use reasonable\nbusiness efforts to cause Master Sublessor to perform its obligations under the\nMaster Sublease, but under no circumstances shall Amazon.com be liable to Filson\nfor any delay, interruption, limitation, rationing or restriction on any\nutilities or services supplied to the Premises. Filson shall pay all charges\nwith respect to utilities and services delivered to the Premises.\n\n         10. MAINTENANCE AND REPAIRS\n\n         Except for maintenance and repairs that the Master Lease or the Master\nSublease requires Master Landlord or Master Sublessor to perform, Filson shall\nmaintain the Premises in good order, condition and repair. Amazon.com shall have\nno duty to perform the repairs or maintenance required by Master Landlord or\nMaster Sublessor under the Master Lease or the Master Sublease, but Amazon.com\nshall use\n\n                                                                          PAGE 3\n\ncommercially reasonable efforts to cause Master Sublessor to perform its\nmaintenance and repair obligations under the Master Sublease.\n\n         11. ALTERATIONS\n\n         Filson may not make any additions, alterations or improvements to the\nSubleased Premises without the prior written consent of Amazon.com, Master\nSublessor and Master Landlord, which may each impose conditions on such work as\nare reasonable, including any conditions on alterations that are described in\nthe Master Lease or the Master Sublease.\n\n         12. SUBLETTING AND ASSIGNMENT\n\n         Filson may not sublet the whole or any portion of the Premises, nor\nassign this Sublease, without the prior written consent of Master Landlord,\nMaster Sublessor and Amazon.com.\n\n         13. INSURANCE\n\n         Filson shall maintain insurance in the amounts and with the\ncharacteristics specified in Paragraphs 9.2.1, 9.4 and 9.5 of the Master\nSublease, including upward adjustments in coverage as described in Paragraph 17\nof the Master Sublease; Master Landlord and Master Sublessor represent that no\nsuch upward adjustments in coverage have been made. Filson's insurance policies\nshall name Master Landlord, Master Sublessor and Amazon.com as additional\ninsureds.\n\n         14. MASTER LEASE AND MASTER SUBLEASE\n\n                  14.1 SUBJECT TO MASTER LEASE AND MASTER SUBLEASE\n\n         This Sublease is subject and subordinate to the Master Lease and the\nMaster Sublease and is subordinate to all of Master Landlord's rights under the\nMaster Lease and Master Sublessor's rights under the Master Sublease. Any action\nthat the Master Sublease forbids Amazon.com to do with respect to the Premises,\nFilson shall not do with respect to the Premises. Any action that the Master\nSublease requires Amazon.com to do with respect to the Premises, Filson shall do\nwith respect to the Premises. Filson shall not take any actions, or refrain from\nany actions, that if done, or not done, as the case may be, would cause\nAmazon.com to be in default under the Master Sublease.\n\n                                                                          PAGE 4\n\n                  14.2 INCORPORATION OF CERTAIN MASTER SUBLEASE PROVISIONS\n\n         The terms, covenants, provisions, and conditions set forth in Master\nSublease Paragraphs 5, 6.2, 7.2, 7.3, 7.4 (solely as to conditions that are\ncreated during the term of this Sublease or during Filson's early occupancy),\n7.5, 8.1, 8.2, 8.3, 9.6, 9.7, 9.8, 11.2, 14.1-14.8, 15.17, 15.18, 15.19, 15.20\nand 15.23 are hereby incorporated into and made a part of the Sublease with full\nforce and effect, except that references in the Master Sublease to 'Landlord'\nshall be interpreted as references to 'Amazon.com,' references in the Master\nSublease to 'Tenant' shall be interpreted as references to 'Filson' and\nreferences in the Master Lease to 'Lease' shall be interpreted as references to\n'Sublease.' Provided, however, (i) to the extent that there is any conflict\nbetween the express terms of this Sublease and the terms of the Master Sublease\nthat are incorporated herein, the express terms of this Sublease shall control,\n(ii) terms of the Master Sublease incorporated herein shall be disregarded to\nthe extent that they would impose upon Amazon.com an obligation to perform any\naction with respect to the Premises that the Master Lease or the Master Sublease\nrequires the Master Landlord or the Master Sublessor to perform with respect to\nthe Premises and (iii) where this Sublease requires Filson to obtain consent to\ntake an action, Filson must obtain the consent of Master Landlord, Master\nSublessor and Amazon.com.\n\n         15. BROKERS\n\n         Kidder, Mathews, Inc. represented Amazon.com and American Warehouse\nCompany represented Filson with respect to this Sublease. Amazon.com agrees to\npay a commission to Kidder, Mathews, Inc. in the amount of $3,625.00 and to\nAmerican Warehouse in the amount of $3,625.00. Except for Kidder, Mathews, Inc.\nand American Warehouse Company, Amazon.com and Filson represent and warrant to\neach other that neither dealt with any real estate broker, or is liable to any\nreal estate broker, with respect to this Sublease.\n\n         16. DAMAGE AND DESTRUCTION; CONDEMNATION\n\n         If any portion or all of the Premises is damaged by fire, earthquake,\nact of God, the elements or other casualty, or is lawfully taken by condemnation\nor in any other manner for any public or quasi-public purpose, and if Master\nLandlord, Master Sublessor or Amazon.com terminates the Master Lease or the\nMaster Sublease under the terms thereof, this Sublease shall terminate\ntherewith, and Amazon.com shall not be liable to Filson for such early\ntermination of this Sublease. If after damage to or condemnation of the Premises\nthe Master Lease and the Master Sublease are not terminated, this Sublease shall\ncontinue in full force or effect, provided that Base Rent\n\n                                                                          PAGE 5\n\nfor the Subleased shall be abated to the extent that and so long as Filson's\noccupancy or use of the Premises is prohibited by such damage or condemnation.\n\n         17. AMAZON.COM REPRESENTATION REGARDING DEFAULTS\n\n         Amazon.com represents and warrants that it has no actual knowledge of\nany material defaults under the Master Sublease.\n\n         18. CONSENT\n\n         Where this Sublease conditions any action by Filson on obtaining\nconsent, Filson must obtain the consent of Master Landlord, Master Sublessor and\nAmazon.com. Amazon.com shall not unreasonably withhold its consent to any\nrequest for consent under this Sublease, and Amazon.com shall use reasonable\nbusiness efforts to cause Master Landlord and Master Sublessor to grant their\nconsent to any such request. Filson recognizes and agrees that Master Landlord\nand Master Sublessor may grant or withhold their consent to any such request in\naccordance with the terms of the Master Lease and the Master Sublease.\n\n         19. NOTICE ADDRESSES\n\n         Notices under this Sublease shall be delivered in accordance with the\nterms in Paragraph 15.23 of the Master Sublease, to the parties at the following\naddresses:\n\nAmazon.com\nAttn: Sandy Plagemann\n1516 Second Avenue\nSeattle, WA 98101\n\n\nC.C. Filson Company\nc\/o Sigurd Borgersen, Esq.\nSchwabe, Williamson and Wyatt\nUS Bank Center, Suite 3400\n1420 Fifth Avenue\nSeattle, WA 98101-2339\n\n                                                                          PAGE 6\n\n         20. CONTINGENT ON LANDLORD APPROVALS\n\n         This Sublease is contingent on obtaining the consent of Master Landlord\nand Master Sublessor. This Sublease shall be of no force or effect unless and\nuntil Master Landlord and Master Sublessor consent hereto.\n\n                                                                          PAGE 7\n\n         IN WITNESS WHEREOF, the parties have executed this agreement as of the\nday and year first written above.\n\n                                  AMAZON.COM, INC., a Delaware corporation\n\n\n                                  By___________________________________________\n                                    Name:______________________________________\n                                    Title:_____________________________________\n\n\n\n                                  C.C. FILSON COMPANY, a Washington\n                                  corporation\n\n\n                                  By___________________________________________\n                                    Name:______________________________________\n                                    Title:_____________________________________\n\n\n\n\n\nSTATE OF WASHINGTON   )\n                      ) ss.\nCOUNTY OF             )\n\n         On this _____ day of _________________, 1997, before me, the\nundersigned, a Notary Public in and for the State of Washington, duly\ncommissioned and sworn, personally appeared\n______________________________________________, to me known to be the person who\nsigned as _______________________________ of AMAZON.COM, INC., the corporation\nthat executed the within and foregoing instrument, and acknowledged said\ninstrument to be the free and voluntary act and deed of said corporation for the\nuses and purposes therein mentioned, and on oath stated that _______ was duly\nelected, qualified and acting as said officer of the corporation, that _______\nwas authorized to execute said instrument and that the seal affixed, if any, is\nthe corporate seal of said corporation.\n\n                                                                          PAGE 8\n\n         IN WITNESS WHEREOF I have hereunto set my hand and official seal the\nday and year first above written.\n\n\n\n\n                                  _____________________________________________\n                                  (Signature of Notary)\n\n                                  _____________________________________________\n                                  (Print or stamp name of Notary)\n\n                                  NOTARY PUBLIC in and for the State\n                                  of Washington, residing at _________________.\n                                  My appointment expires:_____________________.\n\n\n\nSTATE OF WASHINGTON  )\n                     ) ss.\nCOUNTY OF            )\n\n         On this _____ day of _________________, 1997, before me, the\nundersigned, a Notary Public in and for the State of Washington, duly\ncommissioned and sworn, personally appeared\n______________________________________________, to me known to be the person who\nsigned as _______________________________ of C.C. FILSON COMPANY, the\ncorporation that executed the within and foregoing instrument, and acknowledged\nsaid instrument to be the free and voluntary act and deed of said corporation\nfor the uses and purposes therein mentioned, and on oath stated that _______ was\nduly elected, qualified and acting as said officer of the corporation, that\n_______ was authorized to execute said instrument and that the seal affixed, if\nany, is the corporate seal of said corporation.\n\n                                                                          PAGE 9\n\n         IN WITNESS WHEREOF I have hereunto set my hand and official seal the\nday and year first above written.\n\n\n\n\n                                  _____________________________________________\n                                  (Signature of Notary)\n\n                                  _____________________________________________\n                                  (Print or stamp name of Notary)\n\n                                  NOTARY PUBLIC in and for the State\n                                  of Washington, residing at _________________.\n                                  My appointment expires:_____________________.\n\n                                                                         PAGE 10\n\n                               CONSENT TO SUBLEASE\n\n                       PACIFIC NORTHWEST WAREHOUSES, INC.\n\n\n         The undersigned ('Master Landlord'), as lessor under the Master Lease,\nhereby consents to all terms and conditions of the foregoing Sublease between\nAmazon.com, as sublessor, and Filson, as sublessee, as required by paragraph\n15.1'a' of Addendum Number 1 to the Master Lease, including Filson's use of the\nPremises as described in Paragraph 8 of the Sublease. In granting such consent,\nMaster Landlord does not waive any of its rights under the Master Lease, and in\nparticular, does not release Coast Wide Supply Company from responsibility for\nperformance of all of its obligations under the Master Lease.\n\n         Master Landlord agrees to deliver to Filson, at the address set forth\nbelow, and concurrent with delivery of the original, a copy of any notice of\ndefault(s) under the Master Lease that Master Landlord delivers to Coast Wide\nSupply Company. Master Landlord shall recognize and accept from Filson any\ntender of cure of such default(s) that Filson may make. Filson's address is:\n\nC.C. Filson Company\nc\/o Sigurd Borgersen, Esq.\nSchwabe, Williamson andWyatt\nUS Bank Center, Suite 3400\n1420 Fifth Avenue\nSeattle, WA 98101-2339\n\n\n\n         DATED this _____ day of February, 1997.\n\n                                  Pacific Northwest Warehouses, Inc.\n\n\n                                  By___________________________________________\n                                    Name:______________________________________\n                                    Title:_____________________________________\n\n                                                                          PAGE 1\n\n                               CONSENT TO SUBLEASE\n\n                            COAST WIDE SUPPLY COMPANY\n\n\n         The undersigned ('Master Sublessor'), as sublessor under the Master\nSublease, hereby consents to the foregoing Sublease between Amazon.com, as\nsublessor, and Filson , as sublessee, including Filson's use of the Premises as\ndescribed in Paragraph 8 of the Sublease. In granting such consent, Master\nSublessor does not waive any of its rights under the Master Sublease, and in\nparticular, does not release Amazon.com from responsibility for performance of\nall of its obligations under the Master Sublease.\n\n         Master Sublessor agrees to deliver to Filson, at the address set forth\nbelow, and concurrent with delivery of the original, a copy of any notice of\ndefault(s) under the Master Sublease that Master Sublessor delivers to\nAmazon.com. Master Sublessor shall recognize and accept from Filson any tender\nof cure of such default(s) that Filson may make. Filson's address is:\n\nC.C. Filson Company\nc\/o Sigurd Borgersen, Esq.\nSchwabe, Williamson andWyatt\nUS Bank Center, Suite 3400\n1420 Fifth Avenue\nSeattle, WA 98101-2339\n\n\n\n\n\n         DATED this _____ day of February, 1997.\n\n                                  Coast Wide Supply Company\n\n\n                                  By___________________________________________\n                                    Name:______________________________________\n                                    Title:_____________________________________\n\n                                                                          PAGE 1\n\n                                    EXHIBIT A\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                                                          PAGE 1\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6645],"corporate_contracts_industries":[9492],"corporate_contracts_types":[9579,9612],"class_list":["post-41805","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-amazoncom-inc","corporate_contracts_industries-retail__books","corporate_contracts_types-land","corporate_contracts_types-land__wa"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41805","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41805"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41805"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41805"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41805"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}