\nSECTION 33 – OPTION TO EXPAND…………………………………..15<\/p>\nSECTION 34 – RIGHT OF FIRST REFUSAL……………………………..15<\/p>\n
SECTION 35 – OPTION TO EXTEND…………………………………..15<\/p>\n
SECTION 36 – PARKING…………………………………………..16<\/p>\n
SECTION 37 – OPTION TO TERMINATE………………………………..17<\/p>\n
SECTION 38 – AMERICANS WITH DISABILITIES ACT……………………..17<\/p>\n
SECTION 39 – ENVIRONMENTAL PROVISIONS……………………………17<\/p>\n
SECTION 40 – LESSOR REPRESENTATION AND WARRANTIES…………………18<\/p>\n
SECTION 41 – LESSOR DEFAULT…………………………………….18<\/p>\n
SECTION 42 – MISCELLANEOUS PROVISIONS……………………………18
\n<\/c><\/s><\/table>\n
-ii-<\/p>\n
4<\/p>\n
LEASE AGREEMENT<\/p>\n
THIS LEASE AGREEMENT is made and executed as of this 1st day of July,
\n1996, between Trident Investments, Inc., a Washington corporation, (“Lessor”)
\nand Amazon.com, Inc., a Delaware corporation, (“Tenant”).<\/p>\n
SECTION 1 — LEASED PREMISES<\/p>\n
1.1 On and subject to the terms, and conditions set forth in this Lease,
\nLessor hereby leases to Tenant and Tenant hereby leases from Lessor those
\ncertain premises (the “Premises”) in the building currently known as the
\nColumbia Building (the “Building”), which Building is located at 1516 Second
\nAvenue, Seattle, Washington, on the land, described in Exhibit 1 (the “Land”).
\nThe Premises are known as Suite 400 and consist of the entire fourth floor of
\nthe Building.<\/p>\n
1.2 Lessor and Tenant tentatively agree that the rentable area of the
\nPremises is 12,686 square feet. If during the first three (3) months of the Term
\nTenant gives notice to Lessor, Lessor and Tenant shall agree on a licensed
\narchitect to remeasure the Premises at Tenant’s expense. If the architect
\ndetermines that the rentable square footage of the Premises is other than 12,686
\nsquare feet, Base Rent shall be adjusted proportionately and Lessor shall
\nrefund, or Tenant shall pay, the difference as the case may be.<\/p>\n
1.3 The term “Project” means all parts of the Building and the
\nsupporting facilities of the Building, including Common Areas, the Land and all
\nequipment and other property of Lessor used in connection with the Building, the
\nCommon Areas and the Land.<\/p>\n
SECTION 2 — TERM<\/p>\n
2.1 On and subject to the terms and conditions set forth herein or in
\nany exhibit or addendum hereto, the term of this Lease (“Term”) shall be for a
\nperiod of three (3) years and shall begin on the 1st day of August, 1996,
\n(“Commencement Date”), and shall and on the 31st day of July, 1999. (“Expiration
\nDate”).<\/p>\n
2.2 If the Premises are not ready for occupancy by Tenant at the
\nCommencement Date stated in Section 2.1, this Lease shall not be void or
\nvoidable nor shall Lessor be liable or responsible to Tenant or third parties
\nfor any claims, liabilities, loss or damage therefrom or by any reason thereof,
\nexcept that rent shall abate as to that portion of the Premises which are not
\nready for occupancy by <\/p>\n
5<\/p>\n
September 15, 1996, until such time as the Premises are delivered to Tenant in
\nthe condition required by this Lease. Tenant shall be entitled to enter the
\nPremises prior to the Commencement Date for the purpose of installing phone
\nwire, computer cable and furniture provided Tenant shall not interfere with any
\nexisting tenancy at the Premises during such period.<\/p>\n
2.3 If for any reason Lessor is unable to provide to Tenant possession
\nof the Premises in the condition required by this Lease by September 15, 1996,
\nthen Tenant shall have the right to terminate this Lease upon notice to Lessor.
\nLessor shall return all sums previously paid by Tenant to Lessor within ten (10)
\ndays of such notice of termination.<\/p>\n
SECTION 3 — RENT<\/p>\n
3.1 Base Rent. Tenant agrees to pay to Lessor as rent the following
\nsums (“Base Rent”):<\/p>\n
3.1.1 The sum of THIRTEEN THOUSAND SEVEN HUNDRED FORTY-THREE and
\n17\/100 DOLLARS ($13,743.17) per month for the period of August 1, 1996, through
\nJuly 31, 1997; and<\/p>\n
3.1.2 The sum of FOURTEEN THOUSAND FIVE HUNDRED THIRTY-SIX and
\n04\/100 DOLLARS ($14,536.04) per month for the period of August 1, 1997, through
\nJuly 31, 1999.<\/p>\n
3.2 Payment of Rent.<\/p>\n
3.2.1 The rent described in paragraph 3.1 above shall be due and
\npayable in advance on the first day of each calendar month during the Term of
\nthis Lease and any extension or renewals thereof commencing on the 1st day of
\nAugust, 1996.<\/p>\n
3.2.2 All other Rent will be payable when due pursuant to this
\nLease.<\/p>\n
3.2.3 Tenant hereby agrees to so pay all Rent to Lessor without
\ndemand and without reduction, abatement, counterclaim or offset at such address
\nas may be designated by Lessor from time to time.<\/p>\n
3.3 Interest on Past Due Rent. Tenant hereby acknowledges that late
\npayment by Tenant to Lessor of rent or other sums due hereunder will cause
\nLessor to incur costs not contemplated by this Lease, and the exact amount of
\nsuch costs include, but are not limited to, processing and accounting charges,
\nand late charges which may be imposed upon Lessor by the terms of any mortgage
\nor deed of trust <\/p>\n
-2-
\n 6<\/p>\n
covering the Premises. Therefore, in the event Tenant shall fail to pay any
\ninstallment of rent or other sum due hereunder within five (5) days after such
\namount is due Tenant shall pay to Lessor as additional rent a late charge equal
\nto interest upon said sum at the rate of twelve percent (12%) per annum from the
\ndata such sum was due until paid. A $20.00 charge will be paid by the Tenant to
\nthe Lessor for each returned check. In the event Lessor pays any sum or expense
\non behalf of Tenant which Tenant is obligated to pay hereunder, or in the event
\nLessor expends any other sum or incurs any expense or Tenant fails to pay any
\nsum due hereunder which is not rent or additional rent, Lessor shall be entitled
\nto receive interest upon said sum at the rate of twelve percent (12%) per annum
\nfrom the date such sum was due until paid. Tenant further agrees to pay any and
\nall interest and\/or penalties due by reason of Tenant’s failure to make any
\npayments to any entities other than Lessor which are required to be made by
\nTenant hereunder.<\/p>\n
SECTION 4 — DEPOSITS<\/p>\n
Upon execution of this Lease, Tenant shall deposit with Lessor the
\nsum of TWENTY-EIGHT THOUSAND TWO HUNDRED SEVENTY-NINE and 21\/100 DOLLARS
\n($28,279.21) (the “Deposit”) as prepaid Rent and a security deposit. The
\nDeposit shall be allocated as follows:<\/p>\n
4.1 Rent. THIRTEEN THOUSAND SEVEN HUNDRED FORTY-THREE and 17\/100 DOLLARS
\n($13,743.17) of the Deposit shall be applied to the monthly installment of Base
\nRent due on August 1, 1996.<\/p>\n
4.2 Security Deposit. FOURTEEN THOUSAND FIVE HUNDRED THIRTY-SIX and
\n04\/100 DOLLARS ($14,536.04) of the Deposit shall constitute a security deposit
\nfor the performance by Tenant of the provisions of this Lease. If Tenant is in
\ndefault, Lessor may, but shall not be obligated to, use the security deposit, or
\nany portion of it, to cure Tenant’s default; and Tenant shall, on demand,
\nimmediately pay to Lessor the sum necessary to replenish the security deposit to
\nthat initially deposited with Lessor. If Tenant is not in default of any
\nmaterial obligations, terms, covenants, conditions and agreements to be
\nperformed or observed by Tenant under this Lease, or if any default is curable
\nby application of all or a portion of the Deposit, then Lessor shall return the
\nsecurity deposit, or balance thereof, to Tenant within sixty (60) days after the
\nend of the Lease Term. Lessor’s obligations with respect to the security deposit
\nare those of a debtor and not a trustee. Lessor may maintain the security
\ndeposit or may commingle the security deposit with Lessor’s general or other
\nfunds. Lessor shall not be required to pay Tenant interest on security deposit.<\/p>\n
-3-
\n 7
\n SECTION 5 — USE<\/p>\n
5.1 The Premises are to be used and occupied by Tenant solely for the
\npurpose of operating thereon an office facility for its business. Tenant agrees
\nthat it has determined to its satisfaction that the Premises can be used for
\nthese purposes, and waives any right to terminate this Lease solely on the basis
\nthat the Premises cannot be used for such purposes during the Lease Term.<\/p>\n
5.2 Tenant shall not do, bring, or keep anything in or about the
\nPremises or the Project that will increase the existing rate of insurance on the
\nProject or any part thereof, or any of its contents, or that will cause the
\ncancellation of any insurance covering the Project, or any part thereof, or any
\nof its contents. If the rate of any insurance carried by Lessor is increased as
\na result of Tenant’s use, Tenant shall pay to Lessor within ten (10) days before
\nthe date Lessor is obligated to pay a premium on the insurance, or within ten
\n(10) days after Lessor delivers to Tenant a statement from Lessor’s insurance
\ncarrier stating that the rate increase was caused solely by an activity of
\nTenant on the Premises as permitted in this Lease, whichever date is later, a
\nsum equal to the difference between the original premium and the increased
\npremium.<\/p>\n
5.3 Tenant shall not do or permit any of its agents, employees, invitees
\nor visitors to do anything in or about the Premises or the Project which will in
\nany way obstruct or interfere with the rights of other tenants or occupants of
\nthe Project or injure or annoy or disturb them; or use or allow the Premises or
\nthe Project to be used for any unlawful purpose.<\/p>\n
5.4 Tenant shall not commit or suffer to be committed any waste in or
\nupon the Premises or the Project.<\/p>\n
5.5 Tenant shall not place upon or install in the windows or other
\nopenings or exterior sides of doors or walls of the Premises or any part of the
\nPremises visible from the exterior of the Premises, or anywhere also on the
\nProject, any signs, symbols, drapes or other materials without the prior written
\nconsent of Lessor, which consent will not be unreasonably withheld, provided in
\nthe event that Tenant leases two or more floors of the Building, and for so long
\nas Tenant continues to lease two or more floors of the Building, Tenant shall be
\nentitled to install and maintain, at Tenant’s cost, reasonable signage on the
\nexterior of the Building provided such signage does not damage the Building and
\ndoes not interfere with other signage on the Building. Lessor shall place
\nTenant’s name on the building standard signs in the ground floor lobby at the
\nexpense of Tenant and Tenant may install its own sign(s) in the elevator
\nlobby(ies) of the floors that Tenant occupies.<\/p>\n
-4-
\n 8
\n SECTION 6 — COMMON AREAS<\/p>\n
6.1 The term “Common Areas” means areas and facilities outside the
\nPremises that are provided and designated by Lessor from time to time for the
\ngeneral use and convenience of tenant and of other tenants of the Building and
\ntheir respective authorized representatives, guests, and invitees. Common areas
\nmay include, without limitation, designated pedestrian walkways and patios,
\nlandscaped areas, public lobbies, elevators, sidewalks, loading areas, parking
\nareas, service corridors, restrooms, stairways, arcades, and roads.<\/p>\n
6.2 Lessor gives to Tenant and its authorized representatives the
\nnonexclusive right to use the Common Areas, with others who are entitled to use
\nthe Common Areas, subject to Lessor’s rights set forth in Section 6.3. Customers
\nof Tenant may not use such common areas except to the extent necessary to enter
\nthe Premises from the street entrance.<\/p>\n
6.3 Lessor shall have the right to:<\/p>\n
6.3.1 Establish and enforce reasonable rules and regulations
\napplicable to all tenants concerning the maintenance, management, use and
\noperation of the Common Areas, so long as such rules and regulations do not
\ncreate a monetary cost to Tenant. Any existing rules and regulations are
\nattached to this Lease as Exhibit 3.<\/p>\n
6.3.2 Close any of the Common Areas to the extent required in the
\nopinion of Lessor’s counsel to prevent a dedication of any of the Common Areas
\nor the accrual of any rights of any person or of the public to the Common Areas.<\/p>\n
6.3.3 Close temporarily any of the Common Areas for purposes of
\ncleaning, maintenance, alterations, improvements or additions.<\/p>\n
6.3.4 Designate other property to become part of the Common
\nAreas.<\/p>\n
6.3.5 Make changes to the Common Areas including, without
\nlimitation, changes in the location of driveways, entrances, exits, vehicular
\nparking spaces and parking areas.<\/p>\n
SECTION 7 — INITIAL LEASEHOLD IMPROVEMENTS<\/p>\n
7.1 Lessor shall make those improvements to the Premises which are shown
\non the attached Exhibit 2 and shall steam clean the carpets and touch up
\nexisting paint. Lessor shall under no condition be required to install or pay
\nfor any other <\/p>\n
-5-
\n 9
\ntenant improvements of any kind. Tenant shall not remove any tenant improvements
\ninstalled by Lessor without Lessor’s prior written approval.<\/p>\n
SECTION 8 — IMPROVEMENTS BY TENANT<\/p>\n
8.1 On and subject to the terms and condition set forth in this Section
\nand in Section 9, Tenant may make, at its expense, such alterations, additions
\nimprovements (collectively called “Tenant Improvements”) to the interior of the
\nPremises during the term of this Lease that Tenant requires in order to use the
\nPremises for the uses permitted in Section 5.1, provided that the following
\nrequirements have first been satisfied;<\/p>\n
8.1.1 Tenant shall submit to Lessor reasonably detailed final plans
\nand specifications and working drawings of the proposed Tenant Improvements, the
\nname of Tenant’s proposed contractor who must provide Lessor with a Certificate
\nof Insurance covering Contractor’s Liability and Property Damage in an amount
\nnot less than Two Hundred Fifty Thousand and no\/100 Dollars ($250.000.00), and
\nnaming Lessor as an additional insured. Said Certificate to be issued prior to
\ncommencement of the Tenant Improvement work.<\/p>\n
8.1.2 Lessor shall have given Tenant written notice of Lessor’s
\napproval of said final plans, specifications, working drawings, the proposed
\ncontractor, and insurance carried by the proposed contractors, Lessor shall be
\ndeemed to have approved said plans, specifications, drawings, contractor and
\ninsurance if Lessor has not disapproved the same within ten (10) Business Days
\nafter Lessor received them. Lessor shall not unreasonably withhold or delay its
\napproval; Lessor shall give Tenant written notice of the reasons for Lessor’s
\ndisapproval.<\/p>\n
8.1.3 The Tenant Improvements shall be approved by all appropriate
\ngovernment agencies, and all applicable permits and authorizations shall be
\nobtained before commencement of any Tenant Improvements.<\/p>\n
8.1.4 Prior to the commencement of construction of such improvements
\nTenant at its sole cost shall cause its selected contractor to furnish to Lessor
\na performance and completion bond issued by an insurance company qualified to do
\nbusiness in the State of Washington and approved by Lessor in a sum equal to the
\ncost of such Improvements (as determined by the construction contract between
\nTenant and its contractor) guaranteeing the completion of such Improvements,
\nfree and clear of all liens and other charges, in accordance with the plans and
\nspecification approved by Lessor.<\/p>\n
-6-
\n 10<\/p>\n
8.2 All Tenant Improvement shall be completed with due diligence in
\ncompliance with all applicable laws, with the plans and specifications and
\nworking drawings approved by Lessor, and by the contractor approved by Lessor.<\/p>\n
8.3 All debris, trash, refuse and waste materials shall be stored only
\nwithin the Premises and shall be regularly removed therefrom by Tenant at its
\ncost.<\/p>\n
8.4 Tenant Improvements shall be made in a manner that will not
\nunreasonably disturb or interfere with other tenants in the Building.<\/p>\n
8.5 All Tenant Improvements, other than trade fixtures and computer
\ncabling, shall become the property of Lessor and shall remain on and be
\nsurrendered with the Premises on the expiration or earlier termination of the
\nLease, except that Lessor may elect, in writing at the time of approving Tenant
\nImprovements, to require Tenant to remove any Tenant Improvements so approved.
\nIf Lessor so elects, Tenant at its cost shall remove the Tenant Improvements and
\nrepair any damage caused by such removal before the last day of the term or
\nexpiration of the Lease.<\/p>\n
8.6 Tenant shall not make changes to locks on doors or add to, disturb
\nor in any way change any plumbing or electrical wiring without the prior written
\nconsent of Lessor and in accordance with the requirements of this section.
\nTenant may install phone and computer cabling in the Premises and Lessor agrees
\nto continually grant to Tenant access through the Building as shall be
\nreasonably designated by Lessor for such cabling.<\/p>\n
SECTION 9 — LIENS<\/p>\n
Tenant shall pay all costs for construction done by it or caused to be
\ndone by it on the Premises as permitted by this lease. Tenant shall keep the
\nPremises and Project free and clear from any liens or lien claims arising out of
\nwork performed, material furnished or obligations incurred by or on behalf of
\nTenant, and Tenant shall indemnify and hold Lessor harmless from any liability
\nfor losses or damages resulting directly or indirectly from any such liens or
\nlien claims. If Tenant shall desire to contest the correctness or the validity
\nof any such lien, it shall furnish Lessor adequate security of the value or in
\nthe amount of the claim, plus estimated costs and interest, or a bond of a
\nresponsible corporate surety authorized to do business in the State of
\nWashington and approved by Lessor, in such amount, conditioned on the discharge
\nof the lien. If a final judgment establishing the validity or existence of a
\nlien for any amount is entered, Tenant shall pay and satisfy the same
\nimmediately.<\/p>\n
-7-
\n 11<\/p>\n
SECTION 10 — HOLD HARMLESS<\/p>\n
Lessor, its agents and employees shall not be liable to Tenant or its
\nofficers, contractors, licensees, agents, servants, employees, customers,
\nguests, invitees or visitors, or to any third party for any damage to person or
\nproperty caused or arising from or in connection with any act, omission or
\nneglect of Tenant. Tenant agrees to indemnify Lessor and hold it harmless from
\nand against any and all liability, claims, causes of action, damages, costs and
\nexpenses (including without limitation, attorneys’ fees), arising from or in
\nconnection with any act, omission, or neglect of Tenant or its officers,
\ncontractors, licensees, agents, servants, employees, guests, invitees,
\ncustomers, or visitors; any breach or default under this Lease by Tenant; or any
\naccident, injury or damage, howsoever and by whomsoever caused, to any person or
\nproperty, occurring in or about the Premises, which are caused by the act or
\nnegligence of Tenant, or its officers, agents, or employees. Tenant’s
\nobligations under this Section 10 arising by reason of any events occurring
\nduring the term of this Lease or any extension or renewals thereof shall survive
\nthe expiration or termination of this Lease. The foregoing provisions shall not
\nbe construed to make Tenant responsible for loss, damage, liability, claims,
\ncauses of action or expense resulting from injuries to third parties caused by
\nthe negligence of Lessor, or its officers, contractors, licensees, agents
\nemployees, or invitees.<\/p>\n
SECTION 11 — INSURANCE<\/p>\n
11.1 Tenant at its cost shall obtain and maintain in full force and
\neffect during the Term of this Lease and any extensions or renewals thereof
\npolicies of comprehensive public liability insurance with minimum limits of:<\/p>\n
$50,000 per occurrence and
\n $1,000,000 appropriate bodily injury and
\n $250,000 property damages
\n or
\n $1,000,000 combined single limits<\/p>\n
Such policies shall insure performance by Tenant of Tenant’s obligations set
\nforth in Section 11. Lessor shall be named as an additional insured and the
\npolicies shall contain cross liability endorsements.<\/p>\n
11.2 Tenant at its cost shall maintain on all of Tenant’s personal
\nProperty, and Tenant’s Improvements a policy or policies of standard fire and
\nextended coverage insurance with vandalism and malicious mischief endorsement to
\nthe extent of replacement value; however, at no time less than an amount as
\nshall be equal to the value of Tenant’s improvements and personal property. In
\naddition, said policy shall <\/p>\n
-8-
\n 12<\/p>\n
also provide for business interruption and loss of income at an amount necessary
\nto ensure meeting all continuing financial obligations of Tenant, for a period
\nof not less than four (4) months. The proceeds from any such policy shall be
\nused by Tenant for the repair and replacement of Tenant’s Personal Property
\nand\/or the restoration of Leasehold Improvements. “Tenant’s Personal Property”
\nincludes Tenant’s movable equipment, furniture, furnishings, merchandise, and
\nother movable personal property including trade fixtures.<\/p>\n
11.3 Each policy of insurance required under this Lease shall:<\/p>\n
11.3.1 Be issued by an insurance company authorized to do business
\nin the State of Washington and rated Bests “A” or better.<\/p>\n
11.3.2 Contain an endorsement requiring thirty (30) days written
\nnotice from the insurance company to both parties and Lessor’s lender (if any)
\nbefore cancellation or change in the coverage, scope or amount of any such
\npolicy.<\/p>\n
11.4 Each policy of insurance required under this Lease, or a certificate
\nof such policy, together with evidence of payment of premiums, shall be
\ndeposited with the Lessor at the commencement of the Term; and on renewal of the
\npolicy, not less than five (5) days before expiration of the term of the policy.<\/p>\n
SECTION 12 — CASUALTY DAMAGE OR DESTRUCTION<\/p>\n
12.1 In the event that fire or other casualty renders the Premises
\ntotally or partially untenantable, Tenant shall immediately give Lessor written
\nnotice thereof (“Tenant’s First Notice”). If the casualty occurs during the last
\nsix (6) months of the Term (or the Extended Term) and such casualty was not
\ncaused by Tenant, Tenant may terminate this Lease on thirty (30) days written
\nnotice.<\/p>\n
12.2 If the Premises or the Building are totally or partially damaged or
\ndestroyed by fire or other casualty so as to render the Premises totally or
\npartially untenantable, Lessor may at its option, restore the Premises to the
\nsame condition as the Commencement Date. Within thirty (30) days from the date
\nLessor received Tenant’s First Notice, Lessor shall give Tenant written notice
\n(the “Lessor’s Notice”) stating:<\/p>\n
12.2.1 Lessor elects to restore the Premises; or<\/p>\n
12.2.2 Lessor elects not to restore the Premises and Lessor
\nelects to terminate this Lease<\/p>\n
-9-
\n 13<\/p>\n
12.3 If Lessor elects to restore the Premises, then Lessor shall restore
\nthe Premises within ninety (90) days from the date of the casualty and this
\nLease shall remain in full force and effect except that, during the period from
\ndamage or destruction until restoration, the Base Rent shall be abated in the
\nsame ratio as that portion of the Premises which Lessor determines is unfit for
\noccupancy bears to the whole of the Premises, provided that there shall be no
\nsuch abatement if the damage or destruction is due in whole or in part to the
\nact, omission or neglect of Tenant, its agents, employees, contractors, invitees
\nor visitors. If Lessor’s Notice states that Lessor elects not to restore the
\nPremises, then Tenant shall have the option to terminate this Lease by
\ndelivering written notice thereof (“Tenant’s Second Notice”) to Lessor within
\nthirty (30) days from the date Tenant receives Lessor’s Notice. If Tenant so
\ndelivers Tenant’s Second Notice, than all rent owed up to the time of such
\ndamage or destruction shall be paid by Tenant and this Lease shall terminate and
\nbe at an end as of the date of such damage or destruction. If Tenant does not so
\ndeliver Tenant’s Second Notice, then this Lease shall remain in full force and
\neffect, except that, from and after the date of such damage or destruction, Rent
\nshall be abated in the same manner and to the same extent as is provided in this
\nSection 12.3 in the case of Lessor’s election to restore the Premises.<\/p>\n
12.4 If the Building shall be substantially damaged or destroyed by fire
\nor other casualty (i.e. greater than 50% diminution in value) such that Lessor
\nshall decide not to rebuild or restore the building, but such damage or
\ndestruction shall not render the Premises totally or partially untenantable,
\nLessor may, at its option, terminate this Lease by notice in writing to Tenant
\nwithin thirty (30) days after such damage or destruction. Such notice shall be
\neffective sixty (60) days after receipt thereof by Tenant. All Rent owed up to
\nthe time of the effective date of such notice shall be paid by Tenant and this
\nLease shall terminate as of the effective date of such notice.<\/p>\n
12.5 The proceeds of any insurance policies carried by Lessor on the
\nProject and any part thereof shall belong to and be paid to Lessor. Tenant shall
\nhave no interest in or right to such proceeds and shall make no claims against
\nLessor of Lessors’ insurer for any such proceeds.<\/p>\n
12.6 Nothing in this Section and no termination of the Lease pursuant to
\nthis Section shall relieve Tenant of any liability under Section 29.2 of this
\nLease.<\/p>\n
SECTION 13 — CONDEMNATION<\/p>\n
13.1 Definitions<\/p>\n
13.1.1 “Condemnation” means (a) the exercise of any governmental
\npower, whether by legal proceedings or otherwise, by a condemnor and (b) a<\/p>\n
-10-
\n 14<\/p>\n
voluntary sale or transfer by Lessor to any Condemnor, either under threat of
\nCondemnation or while legal proceedings for Condemnation are pending.<\/p>\n
13.1.2 “Date of Taking” means the date the Condemnor has the right
\nto possession of the property being condemned.<\/p>\n
13.1.3 “Condemnor” means any public or quasi public authority, or
\nprivate corporation or individual, having the power of Condemnation.<\/p>\n
13.2 If all or part of the premises are taken by Condemnation, this Lease
\nshall terminate as to the part so taken as of the Date of Taking and all Rent
\nshall be paid to that date. If a portion of the premises is taken and the
\nremaining portion is unsuitable for Tenant’s continued use, Tenant may by
\nwritten notice to Lessor within ten (10) days after notice of such Condemnation,
\nterminate this Lease as of the Date of Taking. Except as provided in Section
\n13.3, if Tenant does not have or does not exercise the option to terminate, this
\nLease shall remain in full force and effect as to that portion of the Premises
\nnot taken by Condemnation, except that Minimum Rent shall be reduced, effective
\non the Date of Taking, by an amount that is in the same ratio to the Base Rent
\nas the total number of square feet in the Premises taken bears to the Net Usable
\nArea of the Premises immediately before the Date of Taking (provided that if
\ncircumstances make abatement based on square footage unreasonable, the Minimum
\nRent shall abate by a reasonable amount.<\/p>\n
13.3 If any substantial part of the Project is taken by Condemnation,
\n(i.e. greater than 50% diminuation in value) whether or not such Condemnation
\nshall affect the Premises, Lessor shall have the option to terminate this Lease
\neffective as of the Date of taking, by written notice to Tenant within sixty
\n(60) days after the Date of Taking.<\/p>\n
13.4 Lessor reserves all rights to damages to the Premises for any
\npartial or total taking by Condemnation and Tenant hereby assigns to Lessor any
\nright Tenant may have to such damages or award. Tenant shall make no claim
\nagainst Lessor or Condemnor for damages for termination of Tenant’s leasehold
\ninterest. Tenant shall have the right to claim and recover from the Condemnor
\ncompensation for any cost and expense to which Tenant may be put for Tenant’s
\nmoving expenses or taking of Tenant’s Personal Property or interference with
\nTenant’s business, provided that such damages may be claimed only if they are
\nawarded separately and not out of or as a part of the damages or award
\nrecoverable by Lessor.<\/p>\n
-11-
\n 15
\n SECTION 14 — DAMAGE FROM OTHER<\/p>\n
14.1 Except as otherwise expressly provided in this Lease, Lessor shall
\nnot be liable or responsible to Tenant for any loss or damage to any property or
\nperson occasioned by theft, burglary, act or neglect of any tenant or occupant
\nof the Building or of any other person, fire or other casualty, act of God,
\npublic enemy, injunction, riot, strike, insurrection, war, court order,
\nrequisition or order of governmental body or authority.<\/p>\n
14.2 Notwithstanding anything in this Lease, Lessor shall in no event be
\nliable to Tenant for any damage to any personal property in or on the Premises
\nor the Project occasioned by bursting, rupture, leakage or overflow of any
\nplumbing or other pipes (including but not limited to water, steam and\/or
\nrefrigerant lines), sprinklers, tanks, drains, drinking fountains or washstands,
\nor other similar cause, above, upon or about the Premises or the project not
\ncaused by Lessor’s act or neglect.<\/p>\n
SECTION 15 — ASSIGNMENT AND SUBLETTING<\/p>\n
15.1 Tenant shall not (voluntarily, involuntarily or other wise) assign,
\nencumber, transfer or dispose of all or any part of its interest in this Lease,
\nor in the Premises, or sublease all or any part of the Premises, or allow any
\nother person or entity (except Tenant’s authorized representative) to occupy or
\nuse all or any part of the Premises, without first obtaining Lessor’s written
\nconsent which consent shall be granted provided any such assignee assumes, in
\nwriting, the terms and conditions of Tenant under this Lease and provided that
\nsuch assignee provides evidence to Lessor that such assignee is at lease as
\nfinancially strong as Tenant was at the time of the execution of this Lease.<\/p>\n
15.2. No assignment or subleasing by Tenant shall relieve Tenant of any
\nobligation under this Lease. Any assignee or sublessee approved by Lessor shall
\nbe jointly and severally liable with Tenant for the payment of Rents and for the
\nperformance of all covenants, terms, and conditions of this Lease and of any
\napproved sublease.<\/p>\n
15.3 No consent to any assignment, encumbrance, transfer, disposition or
\nsublease shall constitute a further waiver of the provisions of this Section 16.<\/p>\n
15.4 Subject to the foregoing provisions, this Lease shall be binding
\nupon and inure to the benefit of the parties and their respective successors.<\/p>\n
-12-
\n 16
\n SECTION 16 — DEFAULT<\/p>\n
16.1 The occurrence of any of the following shall constitute a default by
\nTenant under this Lease:<\/p>\n
16.1.1 Failure by Tenant to make any payment of Rent as and when
\ndue, where such failure shall continue for five (5) business days.<\/p>\n
16.1.2 Any assignment, encumbrance, transfer, disposition or
\nsublease made in violation of Section 15.<\/p>\n
16.1.3 Failure by Tenant to perform or observe any other provision
\nof this Lease by it to be performed or observed if the failure is not cured
\nwithin five (5) business days after notice has been given by Lessor to Tenant.
\nIf the default cannot reasonably be cured within five (5) business days, Tenant
\nshall not be in default if Tenant commences to cure the default within the 5-day
\nperiod and diligently and in good faith continues to cure the default.<\/p>\n
16.1.4 Any writ of attachment or writ of execution is levied upon
\nany right or interest of Tenant under this Lease, or any petition is filed by or
\nagainst Tenant to declare Tenant a bankrupt or insolvent or to delay, reduce or
\nmodify Tenant’s debt or obligations, or any petition is filed or other action
\ntaken to reorganize or modify Tenant’s structure; or Tenant is declared
\ninsolvent according to law; or an assignment of Tenant’s property is made for
\nthe benefit of creditors; or a receiver or trustee is appointed for Tenant or
\nits property (provided that no such levy or petition filed against Tenant shall
\nconstitute a default if Tenant shall vigorously contest the same by appropriate
\nproceedings and shall remove or vacate the same within thirty (30) days from the
\ndate of its creation, service, or filing).<\/p>\n
SECTION 17 — LESSOR’S REMEDIES<\/p>\n
17.1 In the event of a default by Tenant, Lessor may have any one or more
\nof the following described remedies in addition to all other rights and remedies
\nprovided in the Lease and now or hereafter available at law or in equity:<\/p>\n
17.1.1 Lessor may terminate this Lease and forthwith repossess the
\nPremises and remove all persons and property therefrom, and shall be entitled to
\nrecover forthwith as damages the sum of money equal to the total of (a) the cost
\nof recovering the Premises, (b) the unpaid Rent owed at the time of termination,
\nplus interest on the unpaid Rent from due date at the rate provided in Section
\n3.3, (c) the amount by which the balance of the Rent for the remainder of the
\nterm exceeds the <\/p>\n
-13-
\n 17
\namount of the loss of rent that Tenant proves could have been reasonably
\navoided, and (d) any other sum of money and damages owed by Tenant to Lessor; or<\/p>\n
17.1.2 Lessor may continue this Lease in full force and effect.
\nLessor, may, but shall not be obligated to, re-enter the Premises and relet the
\nsame or any part thereof, for the account of Tenant. Such reletting may be for a
\nperiod shorter or longer than the remaining term of this Lease, and may be upon
\nsuch terms and for such rent as shall be satisfactory to Lessor. Tenant shall be
\nliable to Lessor for all costs incurred by Lessor in reletting all or any part
\nof the Premises, including but not limited to; all costs and expenses of
\nre-entering and recovering possession of the Premises; all costs and expenses
\nrequired by the reletting; brokers’ commissions; all costs and expense incurred
\nby Lessor in collecting the rent accruing from such reletting. If a sufficient
\nsum shall not be realized from reletting to pay (a) all costs and expenses of
\nreletting, (b) Rent due at the time of reletting together with interest thereon
\nat the rate provided in Section 3.3, and (c) Rent coming due hereunder, then
\nTenant shall satisfy and pay any such deficiency upon demand therefor from time
\nto time. If the Premises are not relet, then Tenant shall pay to Lessor the Rent
\nreserved to this Lease upon demand therefor from time to time. Tenant agrees
\nthat Lessor may file suit to recover any sums coming due under the terms of this
\nSection 17.1.2 from time to time, on one or more occasions, and Lessor shall not
\nbe obligated to wait until the expiration of the term of this Lease. Any such
\nreletting shall not be construed as an election on the part of Lessor to
\nterminate this Lease unless a written notice of such intention is given to
\nTenant by Lessor. Notwithstanding any such reletting without termination, Lessor
\nmay at any time thereafter elect to terminate this Lease for Tenant’s previous
\ndefault.<\/p>\n
17.1.3 Lessor, at any time after Tenant commits a default, may but
\nshall not be obligated to cure the default at Tenant’s cost. If Lessor at any
\ntime, by reason of Tenant’s default, pays any sum or does any act that requires
\nthe payment of any sum, the sum paid by Lessor shall be due immediately from
\nTenant to Lessor at the time the sum is paid by Lessor, and if repaid by Tenant
\nat a later date, shall bear interest at the rate provided in Section 3.3 until
\nrepaid.<\/p>\n
17.1.4 The option to expand described in Section 33, Right of First
\nRefusal described in Section 34 and option to extend described in Section 35,
\nunless previously exercised, shall be thereby rendered null and void.<\/p>\n
SECTION 18 — ACCESS<\/p>\n
18.1 Lessor and its authorized representatives shall have the right,
\nduring the final 120 days of the Term, to enter the premises at reasonable
\ntimes, and after reasonable prior notice to Tenant to inspect, clean, make
\nrepairs, alterations, or <\/p>\n
-14-
\n 18
\nadditions to the Premises, to show the Premises to prospective tenants,
\npurchasers or others, and for other reasonable purposes deemed necessary or
\ndesirable by Lessor provided that Lessor shall not unreasonably interfere with
\nTenant’s business operation. Tenant shall not be entitled to any abatement or
\nreduction in Rent by reason thereof. Nothing in this Section shall be deemed to
\nimpose any obligation upon Lessor not expressly stated elsewhere in this Lease.<\/p>\n
18.2 Tenant shall be entitled to enter upon the Premises prior to the
\ncommencement date of the Term for the purpose of installing cable and furniture
\nprovided Tenant shall in no event disturb or interfere with the rights of any
\nexisting tenancy at the Premises.<\/p>\n
SECTION 19 — SURRENDER OF PREMISES AND HOLDING OVER<\/p>\n
19.1 On expiration or earlier termination of this Lease, Tenant shall
\nsurrender to Lessor the Premises and all leasehold improvements made by either
\nparty (except those improvement that Tenant is obligated to remove pursuant to
\nSection 8.5) in the same condition as on the Commencement Date, ordinary wear
\nand tear, and damage by fire or other causality not caused by Tenant, excepted.<\/p>\n
19.2 If Tenant, with Lessors written consent, remains in possession of
\nthe Premises after termination of this Lease, such possession by Tenant shall be
\ndeemed to be a month-to-month tenancy, Tenant shall pay all Rent provided in
\nthis Lease; and all provisions of this Lease shall apply to the month-to-month
\ntenancy, except those pertaining to any option to extend the term hereof.<\/p>\n
19.3 If Tenant, without Lessor’s written consent, remains in possession
\nof the Premises after the termination of this Lease, Tenant shall pay, as
\nliquidated damages, the greater of;<\/p>\n
19.3.1 One hundred fifty percent of the Rent which Tenant was
\nobligated to pay for the month immediately preceding the end of the Term of this
\nLease for each month or any part thereof of any such holdover; or<\/p>\n
19.3.2 If Lessor has leased all or part of the Premises to other
\ntenants effective upon the termination of this Lease, the total rent which such
\nother tenants have agreed to pay for the Premises.<\/p>\n
In the event of any unauthorized holding over, Tenant shall also indemnify
\nLessor against all claims for damages by any other tenants to whom Lessor may
\nhave leased all or any part of the Premises effective upon the termination of
\nthis Lease.<\/p>\n
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\n 19
\n SECTION 20 — COMPLIANCE WITH LAW<\/p>\n
20.1 Tenant shall not use the Premises or the Project, or permit anything
\nto be done in or about the Premises or Project which will in any way conflict
\nwith any law.<\/p>\n
20.2 Tenant shall, at its sole cost and expense, comply with any judicial
\ndecision, statute, ordinance, resolution, rule, administrative order, or other
\nrequirement of any municipal, county, state, federal or other government agency
\nor authority having jurisdiction over the parties or the Premises, or both, in
\neffect either at the time of execution of the Lease or at any time during the
\nTerm of the Lease (including without limitation, any regulation or order of a
\nquasi-official entity or body) which relates to or affects the condition, use or
\noccupancy of the Premise (collectively called “law” or “laws”). Without limiting
\nthe foregoing, Tenant shall have the obligation, at Tenants’ cost, to alter and
\nmodify the Premises in compliance and conformity with all laws relating to the
\ncondition, use or occupancy of the Premises during the Term, except that Tenant
\nshall not be obligated to comply with any law that requires structural
\nalterations or modifications to the Premises unless such alterations or
\nmodifications are required as the result of Tenants particular and specific use
\nof the Premise at the time. Lessor shall in no event be required to make such
\nrequired structure alterations or modifications to the Premises. This section
\ndoes not apply with respect to Environmental Laws or the Americans with
\nDisabilities Act which are covered in Section 38 and 39.<\/p>\n
20.3 The judgment of any court of competent jurisdiction or the admission
\nof Tenant in any action against Tenant, whether Lessor is a party thereto or
\nnot, that Tenant has violated any law shall be conclusive of the fact as between
\nLessor and Tenant.<\/p>\n
20.4 Tenant’s agreement to comply with all laws does not extend to making
\nstructural alterations or doing remedial work required by any existing or future
\nstatute, code or ordinance, or to correcting pre-existing conditions or defects
\non the Premises or Building existing on the Commencement Date.<\/p>\n
20.5 All of Lessor’s work on the Premises and Building shall comply with
\nall applicable laws and regulations.<\/p>\n
SECTION 21 — RULES AND REGULATIONS<\/p>\n
Lessor shall have the right to promulgate from time to time rules and
\nregulations and amendments thereto for the safety, care and cleanliness of the
\nPremises, the Project, or for the preservation of good order, so long as such
\nrules <\/p>\n
-16-
\n 20<\/p>\n
and regulations do not create a monetary cost to Tenant. Any such rules and
\nregulations now existing are attached to this Lease as Exhibit 3.<\/p>\n
SECTION 22 — ESTOPPEL CERTIFICATES<\/p>\n
Tenant shall, from time to time, upon written request of Lessor, execute,
\nacknowledge and deliver to Lessor or its designee a written statement stating:
\nthe date this Lease was executed and the date it expires; the date Tenant
\nentered into occupancy of the Premises; the amount of Rent and the date to which
\nRent has been paid; that this Lease is in full force and effect and has not been
\nassigned, modified, supplemented or amended in any way (or specifying the date
\nand terms of any agreement so affecting his Lease); that this Lease represents
\nthe entire agreement between the parties; that all obligations under this Lease
\nto be performed by the Lessor have been satisfied (or specifying in what respect
\nLessor has failed to perform; that there are no existing defenses or offsets
\nwhich the Tenant has against the enforcement of this Lease by the Lessor (or
\nspecifying any defenses or offsets claimed by Tenant); that no Rent has been
\npaid more than one month in advance, and that no security has been deposited
\nwith Lessor (or, if so, the amount thereof). It is agreed that any such
\nstatement delivered pursuant to this Section may be relied upon by a prospective
\npurchaser of Lessor’s interest or a mortgagee of Lessor’s interest or assignee
\nof any mortgage upon Lessor’s interest in the Land or the Building. If Tenant
\nshall fail to respond within 10 days after receipt by Tenant of a written
\nrequest by Lessor as herein provided, Tenant shall be deemed to have given such
\nstatement as above provided without modification; and shall be deemed to have
\nadmitted about the following items: that this Lease is in full force and effect;
\nthat there are no uncured defaults in Lessor’s performance; that the security
\ndeposit is as stated in this Lease; and that not more than one months Rent has
\nbeen paid in advance.<\/p>\n
SECTION 23 — SUBORDINATION<\/p>\n
Tenant agrees that this Lease shall be subordinate to all present and
\nfuture mortgages, deeds of trust, ground leases and other encumbrances for
\nsecurity affecting the Premises, the Building and\/or the Land, and to all
\nrenewals and modifications, supplements, replacements, consolidations and
\nextensions thereof provided such instruments executed subsequent to the
\nexecution of this Lease provide that the mortgagee or Lessor shall not disturb
\nTenant’s occupancy for so long as Tenant complies with the terms of this Lease.
\nLessor reserves the right to subordinate such mortgages, deeds of trust, ground
\nleases or encumbrances to his Lease. Tenant agrees to execute, acknowledge and
\ndeliver any and all reasonable instruments requested by Lessor which are
\nnecessary or proper to effect such subordination or to make this Lease prior to
\nthe lien of any ground lease, mortgage, deed of trust, or other <\/p>\n
-17-
\n 21<\/p>\n
encumbrance for security; and if Tenant shall fail to do so within 10 days after
\nreceipt of written demand therefor by Lessor, Tenant shall be deemed to have
\nappointed Lessor as tenant’s attorney in fact, in Tenants name and place solely
\nto execute such reasonable documents as may be reasonably necessary to do so. If
\nthe premises should be purchased or otherwise acquired by any person in
\nconnection with any sale or other proceeding under the terms of such mortgage,
\ndeed of trust, ground lease, or other encumbrance, Tenant shall, on request,
\nattorn to any such transferee.<\/p>\n
SECTION 24 — TENANT’S PROPERTY<\/p>\n
Tenant’s movable equipment, furniture furnishings, merchandise and other
\nmovable property including trade fixtures (collectively called “Tenant’s
\nPersonal Property”) installed or located at the Premises shall be and remain the
\nproperty of Tenant. On expiration of the Lease term, Tenant shall remove all
\nsuch property. Tenant shall repair or reimburse Lessor for the cost of repairing
\nany damage to the Premises or the Project resulting from the installation or
\nremoval of Tenant’s Personal Property of Tenant.<\/p>\n
SECTION 25 — REMOVAL OF PROPERTY<\/p>\n
All Tenant’s Personal Property remaining on the Premises or in the Project
\nat the expiration or earlier termination of this Lease shall conclusively be
\ndeemed abandoned and may be removed by Lessor. Except as otherwise required by
\nlaw Lessor may store such property in any place selected by Lessor including but
\nnot limited to a public warehouse at the expense and risk of Tenant, with the
\nright to sell any or all of such stored property at public or private sale, in
\nsuch manner and at such times and places as Lessor in its sole discretion may
\ndeem proper, without notice to Tenant; and the proceeds of such sale shall be
\napplied first to the cost of such sale, second to payment of the costs of
\nremoval and storage, and third to payment of any other sums which may then be
\ndue from Tenant to Lessor under any of the terms of this Lease with the balance,
\nif any, to he paid to Tenant.<\/p>\n
SECTION 26 — NOTICES<\/p>\n
Any notice under this Lease must be in writing and be personally
\ndelivered, delivered by recognized overnight courier service or given by mail.
\nAny notice given by mail must be sent, postage prepaid, by certified or
\nregistered mail, return receipt requested. All notices must be addressed to the
\nparties at the following addresses or at such other addresses as the parties may
\nfrom time to time direct in writing:<\/p>\n
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\n 22<\/p>\n
Lessor: Trident Investments, Inc.
\n 1516 Second Ave., Suite 420
\n Seattle, WA 98101
\n Attn: Joseph W. Edmonds<\/p>\n
Tenant: Amazon.com, Inc.
\n (prior to occupancy 2250 First Ave. S.
\n of the Premises) Seattle, WA 98134
\n Attn: Jeffrey P. Bezos<\/p>\n
(after occupancy of Amazon.com, Inc.
\n the Premises) 1516 Second Ave., Suite 400
\n Seattle, WA 98101
\n Attn: Jeffrey P. Bezos<\/p>\n
Any notice will be deemed to have been given, if personally delivered,
\nwhen delivered, and if delivered by courier service, one (1) business day after
\ndeposit with the courier service, and if mailed, two (2) business days after
\ndeposit at any post office in the United States of America.<\/p>\n
SECTION 27 — LESSOR MAINTENANCE<\/p>\n
27.1 Except as otherwise provided in this Lease, Lessor shall
\nmaintain in reasonably good order and condition;<\/p>\n
27.1.1 The foundation, bearing and exterior walls,
\nsubflooring, beating, ventilating, air conditioning systems and roof of
\nthe Building;<\/p>\n
27.1.2 The electrical, plumbing, and sewage systems in the Building
\nlying outside the interior walls located along the exterior walls of the
\nPremises;<\/p>\n
27.1.3 Window frames, gutters and downspouts on the Building;
\nand<\/p>\n
27.1.4 Common areas.<\/p>\n
27.2 In the event any repair or maintenance described in Section 27.1 is
\noccasioned by the act omission, or neglect of Tenant or any persons who may be
\nin or upon the Premises or the Project with the express or implied consent of
\nTenant (including Tenant’s officers, contractors, agents, invitees, customers
\nguests, employees), Tenant shall pay to Lessor the costs of such maintenance and
\nrepair on demand by Lessor, or if the repair is not one which can reasonably be
\ncured within ten (10) business days, for the amount of time reasonably necessary
\nto complete such repairs provided such repairs are commenced within such period.<\/p>\n
-19-
\n 23
\n 27.3 Lessor shall not be in default under this Lease and shall not be
\nliable to Tenant for any loss or damage to person or property, or any
\ninconvenience or interference with Tenant’s business caused by or resulting from
\nLessor’s failure to perform its obligations under Section 27.1 unless such
\nfailure shall persist for ten (10) business days after written notice of the
\nneed for repair or maintenance has been given by Tenant to Lessor.<\/p>\n
27.4 There shall be no abatement of rent and Lessor shall not be liable
\nor responsible to Tenant for any loss or damage for inconvenience to, or
\ninterference with Tenant’s use of the Premises which may arise through repair,
\nmaintenance or alteration of any part of the Project except to the extent of
\nLessor’s negligence.<\/p>\n
SECTION 28 — TENANT MAINTENANCE<\/p>\n
28.1 Tenant’s taking possession of the Premises shall constitute Tenant’s
\nacknowledgment that the Premises are in good condition and repair. Tenant, at
\nits sole cost and expense, shall keep the Premises and every part thereof
\n(including but not limited to initial leasehold improvements made by Tenant and
\nTenant Improvements) and Tenant’s Personal Property in good condition and
\nrepair, ordinary wear and tear, and damage from fire or other casualty not
\ncaused by Tenant, excepted.<\/p>\n
28.2 Tenant shall be liable for any damage to the Project caused by or
\nresulting from the act, omission or neglect of Tenant, its agents, employees,
\ncontractors, invitees, customers or visitors.<\/p>\n
28.3 Tenant is not liable for maintaining or repairing pre-existing
\ndefects in the Premises or repairs necessitated by the Lessor’s negligence,
\nintentional act, default, fire or other casualty, condemnation or ordinary wear
\nand tear.<\/p>\n
SECTION 29 — OPERATING COSTS<\/p>\n
29.1 Definitions: “Base Rate” means $2.87 per square foot during the
\ninitial term. If Tenant extends the term under Section 35, then during the
\nextension term, “Base Rate” is the actual Operating Costs per square foot
\nexperienced during the final Lease Year of the initial term.<\/p>\n
“Operating Cost Increases” means the amount by which annual Operating
\nCosts per square foot for the Building exceeds the Base Rate. The Building is
\nagreed to contain 50,179 square feet.<\/p>\n
“Lease Year” means January 1 to December 31.<\/p>\n
-20-
\n 24<\/p>\n
“Tenant’s Share of Operating Cost Increases” means the square foot area of
\nthe Premises multiplied by the Operating Cost Increases.<\/p>\n
“Operating Costs” means all of Lessor’s costs, charges and expenses of
\noperating and maintaining the Building, including the Common Areas, including,
\nwithout limitation:<\/p>\n
(1) all taxes and assessments (including, but not limited to, real and
\npersonal property taxes and assessments, local improvement district assessments
\nand other special purpose assessments, and taxes on rent or gross receipts);<\/p>\n
(2) water, sewer and all other utility charges (other than utilities
\nseparately metered and paid directly by Tenant or other tenants)<\/p>\n
(3) janitorial and all other cleaning service;<\/p>\n
(4) refuse and trash removal;<\/p>\n
(5) refurbishing and repainting and carpet replacement;<\/p>\n
(6) air conditioning, heating, ventilation and elevator service;<\/p>\n
(7) pest control;<\/p>\n
(8) lighting systems, fire detection and security services;<\/p>\n
(9) landscape maintenance;<\/p>\n
(10) management (fees and\/or personnel costs);<\/p>\n
(11) parking lot, road, sidewalk and driveway patching, resurfacing
\nand maintenance;<\/p>\n
(12) snow and ice removal;<\/p>\n
(13) amortization in accordance with generally accepted accounting
\nprincipals of capital improvements as Lessor may in the future install to comply
\nwith governmental regulations and rules or undertaken in good faith with a
\nreasonable exception of reducing operating costs (the useful life of which shall
\nbe a reasonable period of time as determined by Lessor);<\/p>\n
(14) cost of legal services (except those incurred directly
\nrelating to a particular occupant of the Building); and<\/p>\n
-21-
\n 25<\/p>\n
(15) accounting services, labor, supplies, materials and tools.<\/p>\n
“Operating Costs” specifically excludes the following:<\/p>\n
(a) The cost of repairs of other work occasioned fire, windstorm or other
\ncasualty or loss in excess of the insurance proceeds therefor (or, if greater,
\nthe proceeds that would have been available had Lessor maintained the insurance
\nrequired to be maintained by Lessor pursuant to this Lease), or by the exercise
\nof eminent domain;<\/p>\n
(b) Costs resulting from the correction of any latent construction defects
\nin all or any portion of the Building of Project, or any condition that is, as
\nof the date of this Lease, not in compliance with applicable laws, codes, rules
\nor regulations;<\/p>\n
(c) Rental concessions or lease buyouts;<\/p>\n
(d) The costs of renovating or otherwise improving or decorating, painting
\nor redecorating space (exclusive of common areas) for any tenants or other
\noccupants of the Building, including, without limitation, Tenant;<\/p>\n
(e) The amounts by which the cost of any work or service performed for and
\nelectricity applied to any tenant or occupant (other than Tenant) exceeds the
\ngreater of (i) the cost of the standard amount of level of such work, service or
\nelectricity provided to tenants or occupants of the Building in general, or (ii)
\nthe cost of the amount or level of work, service or electricity made available
\nby Lessor to Tenant under this Lease;<\/p>\n
(f) Premium rates paid on service or other contracts;<\/p>\n
(g) Overhead or profit paid to Lessor, subsidiaries or affiliates of
\nLessor, for services on or to the Building if and to the extent the cost
\ntherefor exceeds competitive costs for such services in comparable office
\nbuildings located within five (5) miles of the Building;<\/p>\n
(h) Payments of principal, interest or other payments of any kind on any
\ndeeds to secure debt, mortgages, ground or underlying leases, or other
\nhypothecations for security of all or any part of the Building by Lessor;<\/p>\n
(i) Rents payable in connection with any ground or underlying
\nlease of all or any portion of the Building;<\/p>\n
(j) Lessor’s general overhead and any other expense not directly
\nrelated to the Building;<\/p>\n
-22-
\n 26<\/p>\n
(k) All items, services and\/or goods for which Tenant or any other tenant,
\noccupant, person or other party is obligated to reimburse Lessor or to pay third
\nparties;<\/p>\n
(l) Advertising and promotional expenses with respect to leasing
\nspace in or selling the Building;<\/p>\n
(m) Brokerage, legal and professional fees expended by Lessor in
\nconnection with negotiating and entering into any leases and any related
\ninstruments (including, without limitation, guaranties, surrender agreements,
\nleasing amendments and consents to assignment or subletting) with any tenant or
\nother occupant of any portion of the Building, and the enforcement of any such
\ninstruments;<\/p>\n
(n) Estate, inheritance, gift, franchise and income taxes of
\nLessor;<\/p>\n
(o) Wages, salaries and other compensation paid to employees of
\nthe Lessor at the Building who are at or above the level of Building
\nmanager;<\/p>\n
(p) The costs and expenses of maintenance and operation of any
\nparking facility in or serving the Building;<\/p>\n
(q) All items that would be capitalized under generally accepted
\naccounting principles as of the date hereof;<\/p>\n
(r) The cost of defending against claims in regard to the existence or
\nrelease of hazardous substances or materials at the Building and costs of any
\nclean-up of any such hazardous substances or materials (except with respect to
\nthose costs for which Tenant is otherwise responsible pursuant to the express
\nterms of this Lease);<\/p>\n
(s) Costs and expenses incurred in connection with compliance with
\nor the contesting or settlement of any claimed violation of law or
\nrequirements of law;<\/p>\n
(t) Interest, penalties or damages incurred by Lessor for late payment of
\ntaxes or assessments or under any agreement to which Lessor is a party by reason
\nof the breach or default of Lessor;<\/p>\n
(u) Expenses incurred in connection with relocating tenants in the
\nBuilding;<\/p>\n
(v) All other items for which Tenant or any other tenant, occupant or
\nother party compensates Lessor, so that no duplication of payments by Tenant or
\nto Lessor shall occur; and<\/p>\n
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\n 27<\/p>\n
(w) Charges for electricity used in connection with the Building which
\nshall be determined as set forth in paragraph 29.9 below.<\/p>\n
29.2 Tenant’s Obligation. Tenant shall pay Tenant’s Share of
\nOperating Cost Increases during the term of this Lease, as the same may be
\nextended.<\/p>\n
29.3 Monthly Payment. In the first day of each calendar month,
\nTenant shall pay to Lessor one-twelfth (1\/12) of Tenant’s Share of
\nOperating Cost Increases.<\/p>\n
29.4 Estimates of Operating Costs. Prior to the commencement of each
\nLease Year or as soon thereafter as possible, Lessor shall furnish to Tenant a
\nwritten statement (“Operating Estimate”) of Lessor’s reasonable estimate of the
\nOperating Costs expected to be incurred during the Lease Year and showing
\nLessor’s estimate of Tenant’s Share of Operating Cost Increases.<\/p>\n
29.5 Late Estimates. Failure by Lessor to provide an Operating Estimate
\nshall not constitute a waiver of Tenant’s obligations under this Section. If
\nLessor shall not have furnished an Operating Estimate at the times contemplated
\nherein, then until the first day of the month after such Operating Estimate is
\nfurnished to Tenant, Tenant shall pay to Lessor on the first day of each month
\nan amount equal to the monthly sum payable by Tenant to Lessor in respect of the
\nlast month of the preceding Lease Year. In such event, promptly after such
\nOperating Estimate is furnished to Tenant (a) if there is a deficiency, Tenant
\nshall promptly pay the amount of such deficiency, or (b) if there has been an
\noverpayment, Lessor shall promptly refund such amount to Tenant. Notwithstanding
\nthe foregoing, if Lessor does not deliver an Operating Estimate to Tenant prior
\nto the Commencement Date, Tenant’s obligations under this Section 29 shall not
\ncommence until the first day of the month following that in which Lessor
\ndelivers to Tenant an Operating Estimate.<\/p>\n
29.6 Revised Estimates. Lessor may at any time or from time to time
\nfurnish to Tenant a revised Operating Estimate and, in such case, Tenant’s Share
\nof Operating Cost Increases for the remainder of the Lease Year shall be based
\nupon such revised Operating Estimate.<\/p>\n
29.7 Annual Operating Statement. Within ninety (90) days after the end of
\neach Lease Year, Lessor shall furnish to Tenant and “Annual Operating Statement”
\nshowing the actual Operating Costs for the Lease Year. If the Annual Operating
\nStatement shows that the sum paid by Tenant under this Section exceeded Tenant’s
\nShare of Operating Cost Increases owed for such Lease Year, Lessor shall
\npromptly refund such excess to Tenant. If the Annual Operating Statement shows
\nthat the sums so paid by Tenant were less than Tenant’s Share of Operating Cost
\nIncreases owed for such Lease Year, Tenant shall promptly pay the amount of such
\ndeficiency.<\/p>\n
-24-
\n 28<\/p>\n
29.8 If actual Operating Costs for a particular Lease Year exceed should
\nat any time during the initial Term of this Lease exceed $3.52 per square foot
\nthen, for purposes of this Section, Operating Costs shall be deemed to be $3.52
\nper square foot.<\/p>\n
29.9 The parties acknowledge that the Base Rate described above does not
\ninclude charges for electricity used at the Building. Tenant agrees to pay for
\nincreases in the electricity used in connection with the Building in accordance
\nwith the terms and conditions of this Section except that the Base Rate for such
\ncalculation shall be $.48 per square foot and the provisions of paragraph 29.8
\nabove shall not apply.<\/p>\n
29.10 Tenant’s Operating Expense Audit. Lessor must maintain books and
\nrecords for all Operating Costs, utilities, insurance, taxes and other charges
\npaid to Lessor by Tenant, in accordance with generally accepted accounting
\nprinciples. Lessor’s accounting to Tenant for Operating Costs shall be certified
\nby Lessor as true and correct and shall be prepared in reasonable detail by
\nLessor. The statements furnished to Tenant shall constitute a final
\ndetermination as between Lessor and Tenant unless Tenant, within 60 days after
\nthey are furnished, notifies Lessor that it disputes their accuracy or their
\nappropriateness. Pending the resolution of such dispute, Tenant shall pay to
\nLessor the uncontested portion. Tenant shall have the right, during reasonable
\nbusiness hours and upon reasonable prior notice to Lessor, to examine and\/or
\naudit Lessor’s books and records with respect to Operating Costs paid or payable
\nby Tenant, and if such examination reveals that Lessor overstated Operating
\nCosts by 3% or more, the overpayment shall be returned to Tenant, and the costs
\nof such examination and\/or audit shall be paid by Lessor. Lessor shall use best
\nefforts to facilitate Tenant’s audit of Lessor’s books and records.<\/p>\n
SECTION 30 — WAIVER OF SUBROGATION RIGHTS<\/p>\n
Neither Lessor or Tenant shall be liable to the other or to any insurance
\ncompany (by way of subrogation or otherwise) insuring the other party for any
\nloss or damage to any building, structure or tangible personal property of the
\nother or of any third party occurring in or about the Premises or Building, even
\nthough such loss or damage might have been occasioned by the negligence of such
\nparty, its agents or employees, if such loss or damage would fall within the
\nscope of a fire and extended coverage (all risk) policy of insurance, whether or
\nnot the party suffering the loss actually maintained such insurance. Each party
\nshall obtain from its respective insurer under each insurance policy it
\nmaintains a waiver of all rights of subrogation which the insurer of one party
\nmay have against the other party, and Lessor and Tenant shall each indemnify the
\nother against any loss or expense, including reasonable attorneys’ fees,
\nresulting from the failure to obtain such a waiver.<\/p>\n
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\n 29
\n SECTION 31 — ATTORNEYS’ FEES<\/p>\n
If either party commences an action against the other party arising out of
\nor in connection with this Lease, the prevailing party in any such action, at
\ntrial or on appeal, shall be entitled to have and recover from the other party
\nreasonable attorney’s fees and costs.<\/p>\n
SECTION 32 — WAIVER<\/p>\n
32.1 No delay or omission in the exercise of any right or remedy of
\nLessor or Tenant in connection with any default by Tenant or Lessor shall impair
\nsuch right or remedy or be construed as a waiver of any default. The receipt and
\nacceptance by Lessor of delinquent Rent shall not constitute a waiver of any
\nother default; but shall constitute only a waiver of timely payment for the
\nparticular Rent payment involved.<\/p>\n
32.2 No act or conduct of Lessor, including without limitation the
\nacceptance of the keys to the Premises shall constitute an acceptance of the
\nsurrender of the Premises by Tenant before the expiration of the Term of the
\nLease. Only notice from Lessor to Tenant shall constitute acceptance of the
\nsurrender of the Premises and accomplish a termination of the Lease.<\/p>\n
32.3 Lessor’s consent to, or approval of, any act by Tenant requiring
\nLessor’s consent or approval shall not be deemed to waive or render unnecessary
\nLessor’s consent to or approval of any subsequent act by Tenant.<\/p>\n
SECTION 33 — OPTION TO EXPAND<\/p>\n
33.1 Tenant shall be entitled to expand the Premises to include the
\nentire second or third floor of the Building provided: (i) Tenant gives written
\nnotice to Lessor of its intention to so expand by not later than June 15, 1997;
\nand (ii) such notice provides that such expansion shall not occur earlier than
\nsix (6) months after the giving thereof or January 1, 1997, whichever occurs
\nlater. Landlord shall be entitled to determine whether such expansion shall be
\nto the second or third floor of the Building and shall make that determination
\nwithin ninety (90) days after receipt of the foregoing notice from Tenant. Upon
\nthe giving of such notice Tenant shall pay to Lessor a deposit equal to the
\nlasts months rent for such expanded premises, which deposit shall be held in
\naccordance with the provisions of paragraph 4.2 hereof. Lessor shall deliver the
\nexpansion space to Tenant in substantially comparable condition to its condition
\non the date Tenant exercises the expansion option, and clean the carpets and
\ntouch up the paint prior to Tenant’s occupancy of such expanded space The annual
\nrent for such expanded premises shall equal the rentable square footage thereof
\nmultiplied by FOURTEEN and no\/100 DOLLARS ($14.00), which sum shall <\/p>\n
-26-
\n 30<\/p>\n
be payable monthly in accordance with the provisions of Section 3 hereof. All
\nother terms and conditions, including the Expiration Date and Option to Extend,
\nshall remain unchanged. After the date of expansion “Premises” shall be deemed
\nto include the expansion space.<\/p>\n
33.2 In the event that Tenant at any time leases the entire second or
\nthird floor of the Building the parties agree that the option to expand which is
\nthe subject of this Section 33 shall terminate as a result thereof.<\/p>\n
SECTION 34 — RIGHT OF FIRST REFUSAL<\/p>\n
In the event that Lessor receives an offer, which Lessor is willing to
\naccept, from any third party for the lease of any portion of the Building,
\nexcluding retail space on the first floor of the Building or the basement area
\nof the Building, at any time prior to the expiration or sooner termination of
\nthis Lease, Lessor agrees to provide the terms and conditions of such offer to
\nTenant in a written notice. Within five (5) business days after receipt of such
\nnotice, Tenant shall notify Lessor, in writing, in the event that Tenant wishes
\nto lease that portion of the Building described in the notice given by Lessor
\nupon the terms and conditions set forth therein. In the event that Tenant fails
\nto respond to the notice given by Lessor within said five (5) day period, the
\nright of first refusal which is the subject of this Section shall terminate as
\nto such offer. In the event that Tenant gives Lessor notice of its election to
\nlease that portion of the Building described in the notice given by Lessor, the
\nparties agree to promptly enter into a lease agreement upon the terms and
\nconditions thereof.<\/p>\n
SECTION 35 — OPTION TO EXTEND<\/p>\n
35.1 Tenant is given the option to extend the initial Term of this Lease
\non all of the terms and conditions contained in this Lease except Base Rent for
\nan additional term of three (3) years (“Extended Terms”) following expiration of
\nthe initial Term of this Lease. The option shall be exercised by Tenant giving
\nwritten notice of exercise of the option (“Option Notice”) to Lessor not more
\nthan two hundred ten (210) days and not less than one hundred eighty (180) days
\nbefore the expiration of the initial Term of this Lease. Provided that Tenant is
\nnot in default on the date of giving the Option Notice or on the date the
\nExtended Term is to commence, the Extended Term shall commence on the day
\nfollowing the expiration of the initial Term. The words “Term” or “Lease Term”
\nshall mean the aggregate of the Initial Term and any Extended Term with respect
\nto which Tenant has effectively exercised the foregoing option(s).<\/p>\n
35.2 The Base Rent for the Extended Term shall be determined as
\nfollows:<\/p>\n
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\n 31<\/p>\n
35.2.1 The Base Rent for the Extended Term shall be the greater of
\nthe annual Base Rent in effect for the initial Term or the Market Rent. The
\nMarket Rent shall be the fair market rent paid under a comparable lease for
\ncomparable space by a tenant in a building of comparable quality in an area
\nwithin a radius of two (2) miles of Premises. Tenant improvements shall not be
\ntaken into account in determining Market Rent. Market Rent shall be annual rent
\ndetermined on a per square foot of Rentable Area in the Premises basis, as
\nfollows:<\/p>\n
(a) The parties shall have thirty (30) days after Lessor receives the
\nOption Notice in which to agree on Market Rent.<\/p>\n
(b) If the parties are unable to agree on Market Rent within that
\nperiod, then within ten (10) days after the expiration of that period, each
\nparty, at its cost and by giving notice to the other party, shall appoint an
\nunbiased real estate appraiser with at lease five years’ full-time commercial
\nappraisal experience in the Seattle area to appraise and set the Market Rent. If
\na party does not appoint an appraiser within ten (10) days after the other party
\nhas given notice of the name of its appraisers, the single appraiser appointed
\nshall be the sole appraiser and shall set the Market Rent. If the two appraisers
\nare appointed by the parties as stated in this Section, they shall meet promptly
\nand attempt to set the Market Rent. If they are unable to agree within thirty
\n(30) days after the second appraiser has been appointed, they shall attempt to
\nselect a third appraiser meeting the qualifications stated in this Section
\nwithin ten (10) days after the last day the two appraisers are given to set the
\nMarket Rent. If they are unable to agree on the third appraiser, either of the
\nparties to this Lease, by giving ten (10) days notice to the other party, can
\napply to the presiding judge of the Superior Court for King County for the
\nselection of a third appraiser who meets the qualification stated in this
\nSection. Each of the parties shall bear one half of the cost of appointing the
\nthird appraiser and of the paying the third appraiser’s fee. The third
\nappraiser, however selected, shall be a person who has not previously acted in
\nany substantial capacity for either party.<\/p>\n
(c) Within thirty (30) days after the selection of the third appraiser,
\na majority of the appraisers may, by agreement, determine the Market Rent. If a
\nmajority of the appraisers are unable to determine the Market Rent within the
\nstipulated period of time, the market rents set by the three appraisers shall be
\nadded together, their total divided by three; the resulting quotient shall be
\nthe Market Rent, provided that if the low market rent and\/or the high market
\nrent are\/is more than ten percent (10%) lower and\/or higher than the middle
\nmarket rent then the low and\/or high market rent shall be disregarded, the
\nremaining two market rents shall be added together and their total divided by
\ntwo; the resulting quotient shall be the Market Rent. If both the low market
\nrent and the high market rent are disregarded, as stated <\/p>\n
-28-
\n 32<\/p>\n
in this Section, the middle market rent shall be the Market Rent. After the
\nMarket Rent has been set, the appraisers shall immediately notify the parties.<\/p>\n
(d) In setting the Market Rent, the appraiser or appraisers shall not
\nconsider the highest and best use for the Premises and shall restrict their
\nanalysis to the use of the Premises allowed under in this Lease.<\/p>\n
SECTION 36 — PARKING<\/p>\n
36.1 During the term of this Lease and prior to the expiration or sooner
\ntermination hereof, Lessor agrees to make available to Tenant, at the same rate
\npaid by other monthly parkers, the use of one parking space for each 1,200
\nsquare feet of rentable space leased by Tenant in the Building in the parking
\ngarage located next to the Building. The parties understand that Lessor does not
\nown the above parking garage and Tenant agrees to pay all charges assessed by
\nthe owner of such parking garage for the use of such parking spaces, provided
\nthe charges are at the same rate paid by other monthly parkers. The use of all
\nsuch parking spaces by Tenant shall cease upon the expiration or sooner
\ntermination of the Lease.<\/p>\n
36.2 In the event that Tenant leases the second floor of the Building
\nLessor shall lease to Tenant during the existence of such second floor lease the
\nparking lot located adjacent to the Building, which parking lot is legally
\ndescribed as follows:<\/p>\n
Lot 4, Block 23, Addition to the Town of Seattle, as laid out by
\n A.A. Denny (commonly known as A.A. Denny’s 3rd Addition to the City
\n of Seattle, according to the plat thereof recorded in Volume 1 of
\n Plats, page 33, in King County, Washington.<\/p>\n
The amount of rent which Tenant shall pay for such parking lot shall be fair
\nmarket rent for the lot as-a-whole (i.e.. not a per parking spot rate)
\ndetermined in accordance with the provisions of paragraph 35.2 above, which rent
\nshall be paid in advance on the first day of each month and the terms and
\nconditions of this Lease shall apply to the lease of such parking lot. Lessor
\nshall not be required to provide parking pursuant to paragraph 36.1 above in
\nconnection with Tenant’s occupancy on the second floor.<\/p>\n
SECTION 37 — OPTION TO TERMINATE<\/p>\n
Tenant shall have the option of terminating this Lease provided (i) Tenant
\ngives written notice to Lessor of its intention to terminate this Lease by not
\nlater than fifteen (15) months after the Start Date (defined below); (ii) such
\ntermination shall occur no sooner than eighteen (18) months after the Start
\nDate; and (iii) Tenant pays to Lessor at the time of giving such notice a sum
\nequal to all unamortized commissions paid by <\/p>\n
-29-
\n 33
\nLessor in connection with this Lease, all unauthorized expenses for tenant
\nimprovements made by Lessor and a sum equal to the rent which would have been
\npayable hereunder for a period of one (1) month after the date of termination.
\nLessor shall deliver a statement of such expenses to Tenant with ten (10) days
\nof Tenant’s request therefore. In the event that Tenant has expanded to the
\nthird floor of the Building prior to the termination of the Lease as provided
\nherein, the parties agree that upon termination as provided in this Section 37
\nTenant shall pay to Lessor, in addition to the sums described above, a sum equal
\nthe rent which would have been payable for such third floor for two months.
\nStart Date means the Commencement Date provided that if Tenant takes occupancy
\nof the entire second or third floor, Start Date means the date that Tenant takes
\noccupancy of all of either such floor.<\/p>\n
SECTION 38 — AMERICANS WITH DISABILITIES ACT<\/p>\n
Lessor warrants that all portions of the Building and the Project comply
\nwith the Americans with Disabilities Act (the “ADA”). Lessor shall defend,
\nindemnify and hold Tenant harmless from and against any and all claims,
\nliability, costs or expense arising out of any violation of the Americans with
\nDisabilities Act now or hereafter alleged with regard to the Building or the
\nProject.<\/p>\n
SECTION 39 — ENVIRONMENTAL PROVISIONS<\/p>\n
39.1 “Environmental Laws” means any and all state, federal, and local
\nstatutes, regulations and ordinances relating to the protection of human health
\nand the environment.<\/p>\n
39.2 “Hazardous Material” means any hazardous or toxic substance,
\nmaterial or waste, including, but not limited to, those substances, materials
\nand wastes listed in the United States Department of Transportation of Hazardous
\nMaterials Table (49 C.F.R. 172.101) or by the United States Environmental
\nProtection Agency as hazardous substances (40 C.F.R. Part 302 and amendments
\nthereto), petroleum products and their derivatives, and such other substances,
\nmaterials and wastes as become regulated or subject to cleanup authority under
\nany Environmental Laws.<\/p>\n
39.3 Except with respect to releases of Hazardous Materials caused by
\nTenant, Lessor shall undertake any and all preventive, investigatory, or
\nremedial actions (including emergency response, removal, containment, and other
\nremedial actions) that are either: (a) required by an applicable Environmental
\nLaws or governmental authorities; or (b) necessary to prevent or minimize
\nproperty damage, personal injury, or damage to the environment, or the threat of
\nany such damage or injury, by releases of or exposure to Hazardous Material in
\nconnection with the <\/p>\n
-30-
\n 34<\/p>\n
Building or Premises or the operations of Lessor in the Building. Landlord
\nrepresents and warrants that asbestos is not present in the Premises.<\/p>\n
39.4 Lessor agrees to defend (with counsel approved by Tenant), fully
\nindemnify, and hold entirely free and harmless Tenant from and against all
\nclaims, judgments, damages, penalties, fines, costs, liabilities, or losses
\n(including, without limitations, sums paid in settlement of claims, attorneys’
\nfees, consultant fees, and expert fees) which arise during or after the term of
\nthe Lease and which are imposed on, paid by, or asserted against Tenant by
\nreason or on account of, or in connection with, or arising out of the presence
\nor suspected presence of Hazardous Material in the structures, soil, ground
\nwater, or soil vapor on or about the Building or Premises, or the migration of
\nHazardous Material off of or onto the Land, or the violation of any
\nEnvironmental Law, except to the extent that the Hazardous Material is present
\nor the violation occurred as a result of Tenant’s activities in the Building.<\/p>\n
39.5 Tenant agrees to defend (with counsel approved by Lessor), fully
\nindemnify, and hold entirely free and harmless Lessor from and against all
\nclaims, judgments, damages, penalties, fines, costs, liabilities, or losses
\n(including, without imitation, sums paid in settlement of claims, attorneys’
\nfees, consultant fees, and expert fees) which arise during or after the term of
\nthe Lease and which are imposed on, paid by or asserted against Lessor by reason
\nor on account of, or in connection with, or arising out of the presence or
\nsuspected presence of Hazardous Material in the structures, soil, ground water,
\nor soil vapor on or about the Building or Premises or the violation of any
\nEnvironmental Law, to the extent that the Hazardous Material is present or the
\nviolation occurred as a result of Tenant’s activities in the Building or
\nPremises.<\/p>\n
39.6 Section 39.1 through 39.6 shall survive the expiration or earlier
\ntermination of this Lease.<\/p>\n
SECTION 40 — LESSOR REPRESENTATION AND WARRANTIES<\/p>\n
Lessor represents and warrants to Tenant as follows: (i) Lessor has full
\npower, authority and legal right to execute, deliver, perform and observe the
\nprovisions of this Lease; (ii) Lessor’s execution, delivery, performance and
\nobservance of the provisions of this Lease will not result in breach or
\nviolation of any (A) governmental law, rule or regulation, (B) any provision of
\nLessor’s organizational documents, (C) any court order, judgment or decree, or
\n(D) any material agreement or instrument to which Lessor or any entity or person
\nrelated to Lessor is a party; and (iii) no additional consent, approval or
\nauthorization is required for Lessor to enter into, deliver or perform its
\nobligations under this Lease.<\/p>\n
-31-
\n 35<\/p>\n
SECTION 41 — LESSOR DEFAULT<\/p>\n
Lessor shall be in default under this Lease if Lessor fails to perform or
\nobserve any provision of this Lease by it to be performed or observed if the
\nfailure is not cured within five (5) days after notice has been given by Tenant
\nto Lessor. If the default cannot reasonably be cured within the five (5) day
\nperiod, Lessor shall not be in default if Lessor commences to cure the default
\nwithin the five (5) day period and diligently and in good faith continues to
\ncure the default within a reasonable period of time. In the event of a default
\nby Lessor under this Lease, Tenant may (i) cure Lessor’s default and by
\nindependent action recover from Lessor the cost of such cure or (ii) terminate
\nthis Lease, in which case this Lease shall be of no further force or effect and
\nneither party shall have any further obligation to the other.<\/p>\n
SECTION 42 — MISCELLANEOUS PROVISIONS<\/p>\n
42.1 Time of Essence. Time is of the essence of each provision of
\nthis Lease.<\/p>\n
42.2 Authority. Each party represents and warrants to the other that it
\nhas authority to enter into this Lease and that its execution and delivery of
\nthis Lease has been duly authorized. Each individual executing this Lease on
\nbehalf of each party represents and warrants that he\/she is duly authorized to
\nexecute and deliver this Lease on behalf of said party.<\/p>\n
42.3 Commissions. Lessor agrees to pay a commission of five percent (5%)
\nof the gross rental payments described in Section 3 to Kidder Mathews & Segner,
\nInc., and a commission of two and one half percent (2.5%) of the gross rental
\npayments described in Section 3 to Colliers Macaulay Nicolls International. One
\nhalf (1\/2) of these commissions shalt be paid upon the mutual execution of this
\nLease and payment to Lessor by Tenant of the deposits described in Section 4,
\nand the other one half (1\/2) of such commissions shall be paid at such time as
\nTenant takes possession of the Premises. In the event that Tenant expands to
\nother premises in the Building as provided in this Lease, Lessor agrees, at the
\ntime of such expansion and after payment to Lessor of any deposit required in
\nconnection therewith, to pay a commission of two and one half percent (2.5%) of
\nthe gross rental payments payable in connection with such expansion to Kidder
\nMathews & Segner, Inc., and a commission of two and one half percent (2.5%) of
\nthe gross rental payments payable in connection with such expansion to Colliers
\nMacaulay Nicolls International.<\/p>\n
42.4 Exhibits. All exhibits referred to are attached to this Lease
\nand incorporated by reference.<\/p>\n
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\n 36<\/p>\n
42.5 Interpretation and Construction. This Lease shall be governed by and
\nconstrued and interpreted in accordance with the laws of the State of
\nWashington.<\/p>\n
42.6 Integrated Agreement and Modifications. This Lease contains all
\ncovenants and agreements between Lessor and Tenant relating in any manner to the
\nrent, use and occupancy of the Premises, Tenant’s use of the Building, and all
\nother matters set forth in this Lease. No prior agreements or understanding
\npertaining to the same shall be valid or of any force or effect; and the
\ncovenants and agreements of this Lease shall not be altered, modified or added
\nto except in writing signed by Lessor and Tenant.<\/p>\n
42.7 Use of Definitions. The definitions contained in this Lease
\nshall be used to interpret this Lease.<\/p>\n
42.8 Captions. The captions of this Lease shall have no effect on
\nits interpretation.<\/p>\n
42.9 Singular and Plural. When required by the context of this
\nLease, the singular shall include the plural.<\/p>\n
42.10 Joint and Several Obligations. “Party” shall mean Lessor or
\nTenant; and if more than one person or entity is Lessor or Tenant, the
\nobligations imposed on that party shall be joint and several.<\/p>\n
42.11 Severability. The unenforceability, invalidity, or illegality of any
\nprovision of this Lease shall not render any other provisions unenforceable,
\ninvalid, or illegal.<\/p>\n
42.12 Recordation. This Lease shall not be recorded, except that, at the
\nrequest of either party, the parties shall execute a memorandum of this Lease in
\nrecordable form.<\/p>\n
42.13 Transfer and Assignment of Premises by Lessor. Lessor shall have the
\nright to transfer and assign, in whole or in part, all of its rights and
\nobligations hereunder and in the Premises, the Building, and\/or the Land. In the
\nevent of any such transfer or assignment, other than a transfer for security
\npurposes only, the transferor shall be automatically relieved of any and all
\nobligations and liabilities on the part of Lessor accruing from and after the
\neffective date of the transfer and Tenant agrees to attorn to the transferee. So
\nlong as there is no default by Tenant hereunder, this Lease shall remain in full
\nforce and effect for the term hereof.<\/p>\n
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\n 37<\/p>\n
42.14 Name. Tenant shall not use the name of the Building for any purpose
\nother than as an address of the business to be conducted by the Tenant on the
\nPremises.<\/p>\n
42.15 Cumulative Remedies. All rights and remedies of Lessor or
\nTenant under this Lease shall be cumulative and shall not exclude any
\nrights or remedies otherwise available.<\/p>\n
TRIDENT INVESTMENTS, INC.<\/p>\n
By: Bruce D. Berreth
\n ———————————-
\n Bruce D. Berreth, Authorized Agent<\/p>\n
AMAZON.COM, INC.<\/p>\n
By: Jeffrey P. Bezos
\n ———————————-
\n Jeffrey P. Bezos<\/p>\n
STATE OF WASHINGTON )
\n ) ss.
\nCounty of King )<\/p>\n
I certify that I know or have satisfactory evidence that Bruce D. Berreth is the
\nperson who appeared before me, and said person acknowledged that he signed this
\ninstrument, on oath stated that he is authorized to execute the instrument and
\nacknowledged it as the authorized agent of Trident Investments, Inc. to be the
\nfree and voluntary act of such party for the uses and purposes mentioned in this
\ninstrument.<\/p>\n
Dated this 16th day of July, 1996<\/p>\n
[ILLEGIBLE]
\n—————————-
\nNotary Public in and for the
\nState of Washington,
\nresiding at Seattle
\nMy appointment expires 7\/10\/98<\/p>\n
-34-
\n 38<\/p>\n
STATE OF WASHINGTON )
\n ) ss.
\nCounty of King )<\/p>\n
I certify that I know or have satisfactory evidence that Jeffrey P. Bezos is the
\nperson who appeared before me, and said person acknowledged that he signed this
\ninstrument, on oath stated that (s)he is authorized to execute the instrument
\nand acknowledged it as the President of Amazon.com, Inc. to be the free and
\nvoluntary act of such party for the uses and purposes mentioned in this
\ninstrument.<\/p>\n
Dated this 15th day of July, 1996<\/p>\n
[ILLEGIBLE]
\n—————————-
\nNotary Public in and for the
\nState of Washington,
\nresiding at Seattle
\nMy appointment expires 4\/8\/98<\/p>\n
-35-
\n 39
\n EXHIBIT “1”<\/p>\n
LEGAL DESCRIPTION<\/p>\n
Lots 5 and 8, Block 23, Addition to the Town of Seattle, as laid out by
\nA.A. Denny (commonly known as A.A. Denny’s 3rd Addition to the City of Seattle,)
\naccording to the plat thereof recorded in Volume 1 of Plats, page 33, in King
\nCounty, Washington;<\/p>\n
EXCEPT the southwesterly 12 feet thereof condemned for widening 2nd
\nAvenue in King County Superior Court Cause Number 39151 under Ordinance Number
\n9311 of the City of Seattle;<\/p>\n
Situate in the County of King, State of Washington.<\/p>\n
40
\n AMENDMENT OF
\n LEASE AGREEMENT<\/p>\n
THIS AMENDMENT OF LEASE AGREEMENT is made and executed as of this 12th
\nday of December, 1996, between Trident Investments, Inc., a Washington
\ncorporation, (“Lessor”), and Amazon.com, Inc., a Delaware corporation,
\n(“Tenant”).<\/p>\n
RECITALS<\/p>\n
(A) Lessor and Tenant entered into that certain Lease Agreement (the
\n“Lease”) dated July 1, 1996, in connection with those certain premises (the
\n“Premises”) commonly known as suite 400 of the building currently known as the
\nColumbia Building (the “Building”), which Building is located at 1516 Second
\nAvenue, Seattle, Washington, on land which is described as follows:<\/p>\n
Lots 5 and 8, Block 23, Addition to the Town of Seattle, as
\n laid out by A.A. Denny (commonly known as A.A. Denny’s 3rd
\n Addition to the City of Seattle,) according to the plat
\n thereof recorded in Volume 1 of Plats, page 33, in King
\n County, Washington;<\/p>\n
EXCEPT the southwesterly 12 feet thereof condemned for
\n widening 2nd Avenue in King County Superior Court Cause Number
\n 39151 under Ordinance Number 9311 of the City of
\n Seattle;<\/p>\n
Situate in the County of King, State of Washington;<\/p>\n
(B) Tenant has exercised its option to Expand as described in Section
\n33 of the Lease and has also requested additional space in the Building,<\/p>\n
(C) The parties wish to amend the Lease to provide for such additional
\nspace on the terms and conditions set forth herein; and<\/p>\n
(D) The parties wish to reduce their agreement herein to writing.<\/p>\n
NOW, THEREFORE, in consideration of the mutual promises and agreements
\nset forth herein, the parties do hereby agree as follows:<\/p>\n
(1) The parties acknowledge that pursuant to Section 33 of the Lease
\nTenant, by letter dated September 11, 1996, elected to expand the Premises to
\nthe second or third floor of the Building and that Lessor, pursuant to said
\nSection has notified Tenant that the foregoing expansion of the Premises shall
\nbe on the third floor of the Building. The parties agree that possession of the
\nthird floor of the Building shall occur on April 1, 1997, and that Tenant shall
\npay to Lessor a deposit of first and last months’ rent in the amount of
\n$27,566.00 as provided in said Section 33 upon the execution hereof. Tenant
\nshall be entitled to enter the third floor from and after March 17, 1997, to
\ninstall phone wire, computer cabling, furniture and other Tenant improvements
\napproved by Lessor pursuant to the Lease.<\/p>\n
AMENDMENT OF
\nLEASE AGREEMENT
\nPage 1 of 5
\n 41
\n (2) Tenant has requested, in addition to the expansion of the Premises
\nto the third floor of the Building as provided in Section 33 of the Lease, that
\nTenant be allowed to further expand the Premises to the entire second floor of
\nthe Building. Lessor agrees to lease to Tenant, and Tenant agrees to lease from
\nLessor, the entire second floor of the Building on the same terms and conditions
\nupon which Tenant has expanded the Premises to the third floor of the Building.
\nThe parties agree that possession of the second floor of the Building shall be
\ngiven to Tenant on January 1, 1997, and that Tenant shall pay to Lessor, upon
\nthe execution hereof, a deposit of first and last months’ rent in the amount of
\n$27,554.34 which shall be applied in the same manner in which the deposit for
\nthe third floor is being applied as provided in said Section 33. Tenant shall be
\nentitled to enter the second floor from and after December 16, 1996, to install
\nphone wire, computer cabling, furniture and other Tenant improvements approved
\nby Lessor pursuant to the Lease.<\/p>\n
(3) During the term of the Lease Lessor agrees to rent, on terms
\nacceptable to Lessor, the parking lot located next to the Building to Diamond
\nParking Inc., which parking lot is legally described as follows:<\/p>\n
Lot 4, Block 23, Addition to the Town of Seattle, as laid out
\n by A.A. Denny (commonly known as A.A. Denny’s 3rd Addition to
\n the City of Seattle,) according to the plat thereof recorded
\n in Volume 1 of Plats, page 33, in King County, Washington.<\/p>\n
So long as Lessor rents the parking lot described above to Diamond Parking Inc.
\nthe parties agree that Lessor shall have thereby fulfilled all of its
\nobligations pursuant to the Lease to provide parking in connection with Tenant’s
\noccupancy of the second floor of the Building. Tenant shall make its own
\narrangements with Diamond Parking Inc. for parking.<\/p>\n
(4) The parties acknowledge that Tenant shall have no further option to
\nexpand the Premises as provided in Section 33 of the Lease.<\/p>\n
(5) As a result of the foregoing expansion the parties acknowledge and
\nagree that the term “Premises” as used in the Lease and this Amendment shall
\nrefer to the second and fourth floors after January 1, 1997, and to the second,
\nthird and fourth floors of the Building after April 1, 1997.<\/p>\n
(6) The Base Rent as described in Section 3.1 of the Lease shall
\nincrease as follows:<\/p>\n
(a) For the period of January 1, 1997, through March 31, 1997,
\n inclusive, from $13,743.17 per month to $27,520.34 per month;<\/p>\n
(b) For the period of April 1, 1997, through July 31, 1997,
\n inclusive, from $27,520.34 per month to $41,303.34 per month;
\n and<\/p>\n
(c) For the period of August 1, 1997, through July 31, 1999,
\n inclusive, from $41,303.34 to $42,096.21.<\/p>\n
(7) Lessor shall, prior to Tenant’s occupancy of the second and third
\nfloors of the Building respectively, make the following improvements and no
\nother:<\/p>\n
AMENDMENT OF
\nLEASE AGREEMENT
\nPage 2 of 5
\n 42
\n (a) Make the improvements described in Section 33.1 of the Lease
\n to the third floor of the Building; and<\/p>\n
(b) Install a simplex lock system on doors in the interior
\n stairways of the Building giving access to the second, third
\n and fourth floors of the Building provided the cost thereof
\n does not exceed $1,500.00, and Tenant agrees to pay any cost
\n in excess of such amount for such lock system.<\/p>\n
No improvements shall be made to the second floor of the Building and, with the
\nexception of the foregoing improvements, Tenant shall accept the second the
\nthird floors in “as is” condition.<\/p>\n
(8) The parties acknowledge that the Expiration Date of the Term of the
\nLease, as provided in Section 2 thereof, is July 31, 1999, and shall remain
\nunchanged subject to Tenant’s right to extend in Section 35 of the Lease.<\/p>\n
(9) Section 37 of the Lease is hereby amended, in its entirety, to
\nprovide as follows:<\/p>\n
SECTION 37 – OPTION TO TERMINATE<\/p>\n
Tenant shall have the option of terminating the Lease provided
\n (i) Tenant gives written notice to Lessor of its intention to
\n terminate this Lease by not later than fifteen (15) months
\n after April 1, 1997; (ii) such termination shall occur no
\n sooner than eighteen (18) months after April 1, 1997; and
\n (iii) Tenant pays to Lessor at the time of giving such notice
\n a sum equal to all unamortized commissions paid by Lessor in
\n connection with the Lease, including those commissions paid
\n pursuant to this Amendment, all unamortized expenses for
\n tenant improvements made by Lessor, including those expenses
\n paid in connection with the tenant improvements described in
\n this Amendment, and a sum equal to the rent which would have
\n been payable pursuant to the Lease in connection with the
\n fourth floor of the Building for a period of one (1) month
\n after the date of termination, and the rent which would have
\n been payable pursuant to the Lease in connection with the
\n second and third floors of the Building for a period of two
\n (2) months after the date of termination. Lessor shall inform
\n Tenant of the amount of the sum in item (iii) of the preceding
\n sentence within ten (10) days after written inquiry from the
\n Tenant.<\/p>\n
(10) The amount which Tenant shall pay for operating Expenses as
\nprovided in Section 29 of the Lease during its occupancy of the second and third
\nfloors of the Building shall be the same amount per square foot that Tenant pays
\npursuant to said Section 29 in connection with its occupancy of the fourth floor
\nof the Building.<\/p>\n
(11) Lessor and Tenant tentatively agree that the rentable area of the
\nsecond floor of the Building is 11,809 square feet and that the rentable area of
\nthe third floor of the Building in 11,814 square feet. If during the first three
\n(3) months after Tenant takes occupancy of the second and third floors of the
\nBuilding, respectively, Tenant gives notice to Lessor, Lessor and Tenant shall
\nagree on a licensed architect to remeasure the second or third floor of the
\nBuilding, as the case may than be, at <\/p>\n
AMENDMENT OF
\nLEASE AGREEMENT
\nPage 3 of 5
\n 43
\nTenant’s expense. If the architect determines that the rentable square footage
\nof either the second or the third floor is other than as set forth in this
\nparagraph above, Base Rent shall be adjusted proportionately and Lessor shall
\nrefund, or Tenant shall pay, the difference as the case may be.<\/p>\n
(12) In the event, and only in the event, that Tenant executes this
\nAmendment, pays the deposits described herein and occupies the second and third
\nfloors of the Building as provided above, Lessor agrees to pay a commission
\nequal to 5% of the total payments of rent agreed to by Tenant in connection with
\nthe second and third floors of the Building, which commission shall be shared
\nequally by Colliers International and Kidder Mathews and Segner, Inc., the
\nBrokers involved in the transaction evidenced hereby. That portion of the
\nforegoing commission attributable to rents earned in connection with Tenant’s
\noccupancy of each floor shall be paid only at such time as Tenant actually takes
\npossession of each floor respectively.<\/p>\n
(13) All other terms and conditions of the Lease shall remain
\nunchanged.<\/p>\n
TRIDENT INVESTMENTS, INC.<\/p>\n
by: Joseph W. Edmonds
\n —————————————
\n Joseph W. Edmonds, President<\/p>\n
AMAZON.COM, INC.<\/p>\n
by: Jeffrey P. Bezos
\n —————————————
\n Jeffrey P. Bezos, President<\/p>\n
STATE OF WASHINGTON )
\n ) ss.
\nCounty of King )<\/p>\n
I certify that I know or have satisfactory evidence that Joseph W.
\nEdmonds signed this instrument, on oath stated that he is authorized to execute
\nthe instrument acknowledged it as the President of Trident Investments, Inc. to
\nbe the free and voluntary act of such party for the uses and purposes mentioned
\nin this instrument.<\/p>\n
Dated this 31st day of December, 1996<\/p>\n
__[illegible]________________________
\n Notary Public in and for the
\n State of Washington,
\n residing at King County
\n My appointment expires 8\/14\/00<\/p>\n
AMENDMENT OF
\nLEASE AGREEMENT
\nPage 4 of 5
\n 44
\nSTATE OF WASHINGTON )
\n ) ss.
\nCounty of King )<\/p>\n
I certify that I know or have satisfactory evidence that Jeffrey P.
\nBezos signed this instrument, on oath stated that he is authorized to execute
\nthe instrument acknowledged it as the President of Amazon.com, Inc. to be the
\nfree and voluntary act of such party for the uses and purposes mentioned in this
\ninstrument.<\/p>\n
Dated this 30th day of December, 1996<\/p>\n
Sandy Plagemann
\n —————————-
\n Notary Public in and for the
\n State of Washington,
\n residing at Bellevue
\n My appointment expires 3\/9\/97<\/p>\n
AMENDMENT OF
\nLEASE AGREEMENT
\nPage 5 of 5
\n 45
\n SECOND
\n AMENDMENT OF
\n LEASE AGREEMENT<\/p>\n
THIS SECOND AMENDMENT OF LEASE AGREEMENT (“Second Amendment”) is made
\nand executed as of this 9th day of January, 1997, between Trident Investments,
\nInc., a Washington corporation, (“Lessor”), and Amazon.com, Inc., a Delaware
\ncorporation, (“Tenant”).<\/p>\n
RECITALS<\/p>\n
(A) Lessor and Tenant entered into that certain Lease Agreement (the
\n“Lease”) dated July 1, 1996, in connection with those certain premises commonly
\nknown as suite 400 of the building currently known as the Columbia Building (the
\n“Building”), which Building is located at 1516 Second Avenue, Seattle,
\nWashington, on land which is described as follows:<\/p>\n
Lots 5 and 8, Block 23, Addition to the Town of Seattle, as
\n laid out by A.A. Denny (commonly known as A.A. Denny’s 3rd
\n Addition to the City of Seattle,) according to the plat
\n thereof recorded in Volume 1 of Plats, page 33, in King
\n County, Washington;<\/p>\n
EXCEPT the southwesterly 12 feet thereof condemned for
\n widening 2nd Avenue in King County Superior Court Cause Number
\n 39151 under Ordinance Number 9311 of the City of
\n Seattle;<\/p>\n
Situate in the County of King, State of Washington;<\/p>\n
(B) Lessor and Tenant entered into that certain Amendment of Lease
\nAgreement (the “Amendment”) dated December 12, 1996, by which the terms of the
\nLease were amended as provided therein;<\/p>\n
(C) The parties wish to again amend the Lease, as amended by the
\nAmendment, to provide for additional space in the Building on the terms and
\nconditions set forth herein; and<\/p>\n
(D) The parties wish to reduce their agreement herein to writing.<\/p>\n
NOW, THEREFORE, in consideration of the mutual promises and agreements
\nset forth herein, the parties do hereby agree as follows:<\/p>\n
(1) Tenant has requested, in addition to the expansion of the
\n“Premises” as that term is defined in the Amendment, that Tenant be allowed to
\nfurther expand the Premises to include those areas of the Building (the
\n“Additional Space”) outlined in red on the attached Exhibit 1, which is by this
\nreference made a part hereof, as well as the entire mezzanine level of the
\nBuilding. Lessor agrees to lease to Tenant, and Tenant agrees to lease from
\nLessor, the Additional Space on the same terms and conditions set forth in the
\nLease except as provided herein. The parties agree that possession of the
\nAdditional Space shall be given to Tenant on April 1, 1997, and that Tenant
\nshall pay to Lessor, upon the execution hereof, a deposit of first and last
\nmonth’s rent in the amount of $10,151.66 which shall be <\/p>\n
SECOND AMENDMENT OF
\nLEASE AGREEMENT
\nPage 1 of 5
\n 46
\napplied in the same manner in which the deposit for the third floor of the
\nBuilding is being applied as provided in the Amendment. Tenant shall be entitled
\nto enter that portion of the Additional Space outlined in red on the attached
\nExhibit 1 from and after March 1, 1997, to install phone wire, computer cabling,
\nfurniture and other Tenant improvements approved by Lessor pursuant to the
\nLease.<\/p>\n
(2) Lessor shall have no obligation to provide to Tenant any additional
\nparking in connection with the lease to Tenant of the Additional Space.<\/p>\n
(3) As a result of the foregoing expansion the parties acknowledge and
\nagree that the term “Premises” as used in the Lease, the Amendment, and this
\namendment shall refer to the second and fourth floors after January 1, 1997, and
\nto the second, third and fourth floors of the Building, as well as the
\nAdditional Space, on and after April 1, 1997.<\/p>\n
(4) The Base Rent as described in Section 3.1 of the Lease shall be in
\nthe following amounts:<\/p>\n
(a) For the period of January 1, 1997, through March 31, 1997,
\n inclusive, the Base Rent shall be $27,520.34 per month;<\/p>\n
(b) For the period of April 1, 1997, through July 31, 1997,
\n inclusive, the Base Rent shall be $46,379.17 per month; and<\/p>\n
(c) For the period of August 1, 1997, through July 31, 1999,
\n inclusive, the Base Rent shall be $47,172.04.<\/p>\n
(5) Lessor shall, prior to March 1, 1997, make the following
\nimprovements to the Additional Space, and no others, which improvements shall
\nall be to Building standards and comparable to improvements in other parts of
\nthe Premises:<\/p>\n
(a) Lessor shall make no improvements to the mezzanine area of the
\n Building;<\/p>\n
(b) Lessor shall repair the floor tiles, or install carpet, at
\n Tenant’s option, in the red lined area labeled “A” on the
\n attached Exhibit 1 (currently the frame shop);<\/p>\n
(c) Lessor shall make the following improvements to the area of
\n the Building outlined in red on the attached Exhibit 1 which
\n is identified as “B” (located behind the tailor shop):<\/p>\n
(i) Complete the installation of drywall on the existing
\n interior walls of the area and paint such walls;<\/p>\n
(ii) Install an HVAC unit in the area;<\/p>\n
(iii) Provide standard electrical power (eight duplex
\n receptacles) and lights (eight 2 X 4 fluorescent
\n lights) to the area;<\/p>\n
(iv) Install carpet or vinyl, at Tenant’s option, on the
\n floor; and<\/p>\n
SECOND AMENDMENT OF
\nLEASE AGREEMENT
\nPage 2 of 5
\n 47
\n (v) Install a drop ceiling, or maintain a high ceiling,
\n at Tenant’s option;<\/p>\n
(d) Lessor shall remove the existing hallway gate and install it
\n as shown on Exhibit 1 and shall modify all door locks as
\n necessary so that no party has access to the Additional Space
\n other than Lessor, Tenant and the tenant in Suite 103 who will
\n need access through the hallways and the gate to the
\n restrooms; and<\/p>\n
(e) Lessor shall install a simplex lock system on the two doors
\n from the mezzanine area of the Additional Space to the
\n interior stairways of the Building giving access to the
\n second, third and fourth floors of the Building.<\/p>\n
With the exception of the foregoing improvements, Tenant shall accept the areas
\nof the Additional Space in the condition they are in (i.e. “as is”) as of the
\ndate of this Second Amendment.<\/p>\n
(6) The parties acknowledge that the Expiration Date of the Term of the
\nLease, as provided in Section 2 thereof, is July 31, 1999, and shall remain
\nunchanged subject to Tenant’s right to extend in Section 35 of the Lease.<\/p>\n
(7) In the event that Tenant elects to terminate the Lease pursuant to
\nSection 37 thereof as amended pursuant to the Amendment of the Lease, the
\nparties agree that no rent shall be due as a result thereof for the Additional
\nSpace for any period after the date of termination of the Lease, provided,
\nTenant shall remain obligated to pay all unamortized commissions paid by Lessor
\nin connection with the Additional Space as well as all unamortized expenses for
\ntenant improvements made by Lessor to the Additional Space.<\/p>\n
(8) The amount which Tenant shall pay for operating Expenses as
\nprovided in Section 29 of the Lease during its occupancy of the Additional Space
\nshall be the same amount per square foot that Tenant pays pursuant to said
\nSection 29 in connection with its occupancy of the fourth floor of the Building.<\/p>\n
(9) Lessor and Tenant tentatively agree that the rentable area of the
\nAdditional Space is 6,091 square feet. If during the first three (3) months
\nafter Tenant takes occupancy of the Additional Space Tenant gives notice to
\nLessor, Lessor and Tenant shall agree on a licensed architect to remeasure the
\nAdditional Space at Tenant’s expense. If the architect determines that the
\nrentable square footage of the Additional Space is other than as set forth in
\nthis paragraph above, Base Rent shall be adjusted proportionately and Lessor
\nshall refund, or Tenant shall pay, the difference as the case may be. The
\nparties acknowledge and agree that the Base Rent for the Additional Space is
\n$10.00 per square foot per annum.<\/p>\n
(10) In the event, and only in the event, that Tenant executes this
\nSecond Amendment and pays the deposit described herein, as provided above,
\nLessor agrees to pay a commission equal to 2.5% of the total payments of rent
\nagreed to by Tenant in connection with the Additional Space, which commission
\nshall be paid to Kidder Mathews and Segner, Inc., the Broker involved in the
\ntransaction evidenced hereby. The foregoing commission shall be paid only upon
\nthe mutual execution of this Second Amendment and the receipt by Lessor of the
\ndeposit described in paragraph (1) above. Lessor agrees to indemnify Tenant
\nagainst claims for any commission that may be due to Colliers International with
\nrespect to this Second Amendment.<\/p>\n
SECOND AMENDMENT OF
\nLEASE AGREEMENT
\nPage 3 of 5
\n 48
\n (11) Tenant shall have a right to use the raised area of the first
\nfloor lobby for the establishment of a reception area for reception and
\nreceiving purposes.<\/p>\n
(12) All other terms and conditions of the Lease shall remain
\nunchanged.<\/p>\n
TRIDENT INVESTMENTS, INC.<\/p>\n
by: Joseph W. Edmonds
\n —————————————
\n Joseph W. Edmonds, President<\/p>\n
AMAZON.COM, INC.<\/p>\n
by: Joy Covey
\n —————————————
\n Joy Covey, CFO<\/p>\n
STATE OF WASHINGTON )
\n ) ss.
\nCounty of King )<\/p>\n
I certify that I know or have satisfactory evidence that Joseph W.
\nEdmonds signed this instrument, on oath stated that he is authorized to execute
\nthe instrument acknowledged it as the President of Trident Investments, Inc. to
\nbe the free and voluntary act of such party for the uses and purposes mentioned
\nin this instrument.<\/p>\n
Dated this _____ day of January, 1997.<\/p>\n
_____[illegible]_____________________
\n Notary Public in and for the
\n State of Washington,
\n residing at Redmond, WA
\n My appointment expires 8\/14\/00<\/p>\n
STATE OF WASHINGTON )
\n ) ss.
\nCounty of King )<\/p>\n
I certify that I know or have satisfactory evidence that Joy Covey
\nsigned this instrument, on oath stated that she is authorized to execute the
\ninstrument acknowledged it as the Chief Financial Officer of Amazon.com, Inc. to
\nbe the free and voluntary act of such party for the uses and purposes mentioned
\nin this instrument.<\/p>\n
Dated this 17th day of January, 1997.<\/p>\n
Sandy Plagemann
\n —————————
\n Notary Public in and for the
\n State of Washington,<\/p>\n
SECOND AMENDMENT OF
\nLEASE AGREEMENT
\nPage 4 of 5
\n 49
\n residing at Bellevue
\n My appointment expires 3\/9\/97<\/p>\n
SECOND AMENDMENT OF
\nLEASE AGREEMENT
\nPage 5 of 5
\n 50<\/p>\n
THIRD
\n AMENDMENT OF
\n LEASE AGREEMENT<\/p>\n
THIS THIRD AMENDMENT OF LEASE AGREEMENT (“Third Amendment”) is made and
\nexecuted as of this 27th day of February, 1997, between Trident Investments,
\nInc., a Washington corporation, (“Lessor”), and Amazon.com, Inc., a Delaware
\ncorporation, (“Tenant”).<\/p>\n
RECITALS<\/p>\n
(A) Lessor and Tenant entered into that certain Lease Agreement (the
\n“Lease”) dated July 1, 1996, in connection with those certain premises commonly
\nknown as suite 400 of the building currently known as the Columbia Building (the
\n“Building”), which Building is located at 1516 Second Avenue, Seattle,
\nWashington, on land which is described as follows:<\/p>\n
Lots 5 and 8, Block 23, Addition to the Town of Seattle, as
\n laid out by A.A. Denny (commonly known as A.A. Denny’s 3rd
\n Addition to the City of Seattle,) according to the plat
\n thereof recorded in Volume 1 of Plats, page 33, in King
\n County, Washington;<\/p>\n
EXCEPT the southwesterly 12 feet thereof condemned for
\n widening 2nd Avenue in King County Superior Court Cause Number
\n 39151 under Ordinance Number 9311 of the City of Seattle;<\/p>\n
Situate in the County of King, State of Washington;<\/p>\n
(B) Lessor and Tenant entered into that certain Amendment of Lease
\nAgreement dated December 12, 1996, and that certain Second Amendment of Lease
\nAgreement dated January 9, 1997, (collectively the “Amendment”) by which the
\nterms of the Lease were amended as provided therein;<\/p>\n
(C) The parties wish to again amend the Lease, as amended by the
\nAmendment, to change the date upon which the tenancy of Tenant is to commence on
\nthe mezzanine level of the Building; and<\/p>\n
(D) The parties wish to reduce their agreement herein to writing.<\/p>\n
NOW, THEREFORE, in consideration of the mutual promises and agreements
\nset forth herein, the parties do hereby agree as follows:<\/p>\n
(1) The parties agree that possession of the entire mezzanine level of
\nthe Building shall be given to Tenant on March 1, 1997, rather then April 1,
\n1997, as provided in the Second Amendment of Lease Agreement.<\/p>\n
THIRD AMENDMENT OF
\nLEASE AGREEMENT
\nPage 1 of 3
\n 51
\n (2) As a result of the foregoing the parties acknowledge and agree that
\nthe term “Premises” as used in the Lease, the Amendment, and this amendment
\nshall refer to the second and fourth floors of the Building on and after January
\n1, 1997, to the second, and fourth floors, and the entire mezzanine area of the
\nBuilding (which mezzanine area consists of 4,085 square feet) on and after March
\n1, 1997, and to the second, third and fourth floors of the Building, as well as
\nthe Additional Space (including the mezzanine area) as that term is described in
\nthe Second Amendment of Lease Agreement described above, on and after April 1,
\n1997.<\/p>\n
(3) The Base Rent as described in Section 3.1 of the Lease shall
\nbe in the following amounts:<\/p>\n
(a) For the period of January 1, 1997, through February
\n 28, 1997, inclusive, the Base Rent shall be
\n $27,520.34 per month;<\/p>\n
(b) For the period of March 1, 1997, through March 31,
\n 1997, inclusive, the Base Rent shall be $30,924.51
\n per month;<\/p>\n
(c) For the period of April 1, 1997, through July 31,
\n 1997, inclusive, the Base Rent shall be $46,379.17
\n per month; and<\/p>\n
(d) For the period of August 1, 1997, through July 31,
\n 1999, inclusive, the Base Rent shall be $47,172.04.<\/p>\n
(4) All other terms and conditions of the Lease, as amended, shall
\n remain unchanged.<\/p>\n
TRIDENT INVESTMENTS, INC.<\/p>\n
by: \/s\/ Joseph W. Edwards
\n ———————————
\n Joseph W. Edmonds, President<\/p>\n
AMAZON.COM, INC.<\/p>\n
by: \/s\/ Joy Covey
\n ———————————
\n Joy Covey, CFO<\/p>\n
THIRD AMENDMENT OF
\nLEASE AGREEMENT
\nPage 2 of 3
\n 52
\nSTATE OF WASHINGTON )
\n ) ss.
\nCounty of King )<\/p>\n
I certify that I know or have satisfactory evidence that Joseph W.
\nEdmonds signed this instrument, on oath stated that he is authorized to execute
\nthe instrument acknowledged it as the President of Trident Investments, Inc. to
\nbe the free and voluntary act of such party for the uses and purposes mentioned
\nin this instrument.<\/p>\n
Dated this 28th day of February, 1997.<\/p>\n
John Rohun
\n Notary Public in and for the
\n State of Washington residing
\n at Everett, WA
\n My appointment expires 02\/23\/00<\/p>\n
STATE OF WASHINGTON )
\n ) ss.
\nCounty of King )<\/p>\n
I certify that I know or have satisfactory evidence that Jeffrey P.
\nBezos signed this instrument, on oath stated that he is authorized to execute
\nthe instrument acknowledged it as the President of Amazon.com, Inc. to be the
\nfree and voluntary act of such party for the uses and purposes mentioned in this
\ninstrument.<\/p>\n
Dated this 3rd day of March, 1997.<\/p>\n
Sandy Plagemann
\n Notary Public in and for the
\n State of Washington, residing
\n at Bellevue
\n My appointment expires 3\/9\/97<\/p>\n
THIRD AMENDMENT OF
\nLEASE AGREEMENT
\nPage 3 of 3<\/p>\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-41908","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\/41908","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=41908"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41908"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41908"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41908"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}