HomeMy WebLinkAbout5880RESOLUTION NO. 5880
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO
EXECUTE A LEASE AGREEMENT WITH THE AUBURN
FOOD BANK FOR SPACE LOCATED AT THE AUBURN
RESOURCE CENTER
WHEREAS, the City of Auburn previously leased space in the building located at
2802 -2826 Auburn Way North; and
WHEREAS, the Auburn Food Bank ("AFB") subleased a portion of the City's
leasehold from the City of Auburn in the building; and
WHEREAS, on December 31, 2024, the City of Auburn purchased the building and
began rebranding it as the "Auburn Resource Center"; and
WHEREAS, The Auburn Food Bank invested considerable time and funds to
complete interior improvements not only to the space subleased for the food bank but
also to the spaces utilized by the City for the Ray of Hope Day Shelter and the Sundown
Night Shelter; and
WHEREAS, AFB's sublease expired on January 31, 2025, and AFB is currently
occupying the space under the sublease's holdover provision; and
WHEREAS, in recognition of the public service AFB provides to those in need
throughout the Auburn community, in acknowledgement of the significant investment
made to construct improvements to the Day and Night Shelter spaces, and its alignment
with the Auburn Resource Center's mission to provide a "one -stop shop" approach to
social services, the parties wish to execute a long-term lease under terms favorable for
the space utilized as the food bank.
Resolution No 5880
December 15, 2025
Page 1 of 2
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES as follows:
Section 1. The Mayor is authorized to execute the lease agreement attached as
Exhibit A.
Section 2. The Mayor is authorized to implement such administrative
procedures as may be necessary to carry out the directives of this legislation.
Section 3. This Resolution shall take effect and be in full force upon passage
and signatures hereon.
Dated and Signed this 15th day of December, 2025.
CITY OF AUBURN
�..
ATTEST: APIPBOVED AS
Shawn Campbell, MMC, City Clerk Pason Whalen, City Attorney
----------------------------
Resolution No 5880
December 15, 2025
Page 2 of 2
AUBURN RESOURCE CENTER LEASE
CITY OF AUBURN, WASHINGTON,
a Washington municipal corporation,
as LANDLORD
and
THE AUBURN FOOD BANK
a Washington nonprofit organization
as TENANT
Suite(s) 2802 & 2804
I. RECITALS:
1. The City of Auburn (the "Landlord") is the owner of real property legally described in
Exhibit A (the "Property"). The Property is a commercial strip -center demised into
multiple suites.
2. The primary purpose of the Property is to provide a "One Stop Shop" approach for
providing social services to those in need, focusing primarily on Auburn residents.
3. The Auburn Food Bank ( "Tenant") executed a sublease with Landlord (then tenant)
dated October 27th, 2020 for the purposes of operating a community Food Bank.
4. Tenant also operates the day and nighttime shelter on behalf of the City.
5. During the sublease term, the Auburn Food Bank spent $1,744,500 in tenant
improvements. Roughly $870,000 of that was spent for tenant improvements to the day
and nighttime shelters.
6. In recognition of the public service the Tenant provides to those in need throughout the
Auburn community and the expense paid for the tenant improvements to the day and
nighttime shelters, the Landlord and Tenant agree to the terms and conditions provided
for in this lease.
7. This lease is ratified by the Auburn City Council through the passage of Resolution 5880.
II. SUMMARY OF BASIC LEASE INFORMATION
This Summary of Basic Lease Information (the "Summary") is hereby incorporated by
reference into and made a part of the attached Lease. Each reference in the Lease to any term of
this Summary shall have the meaning as set forth in this Summary for such term. In the event of
a conflict between the terms of this Summary and the Lease, the terms of the Lease shall prevail.
Any initially capitalized terms used herein and not otherwise defined herein shall have the meaning
as set forth in the Lease.
TERMS OF LEASE
DESCRIPTION
References are to the Lease
1.
Lease Date:
December 15, 2025
CITY OF AUBURN, a Washington municipal
2.
Landlord:
corporation
City of Auburn
25 W Main
3.
Address of Landlord:
Auburn, WA, 98001
Attention: Josh Arndt
The Auburn Food Bank, a Washington
4.
Tenant:
nonprofit corporation
5.
Address of Tenant:
2804 Auburn Way North, Auburn, WA 98002
6.
Premises Article 1 :
Suite 2802 & 2804 consisting of
approximately 6,647 square feet of Rentable
6.1
Premises:
Area located in the Building, and nine (9)
dedicated parking spaces together depicted in
Exhibit B attached.
The "Building" is a single -story commercial
building with 27,859 rentable square feet,
6.2
Building:
located at 2802 — 2826 Auburn Way North,
Auburn, WA 98002.
7.
Term Article 2 :
7.1
Initial Term:
Sixty (60) months
7.2
Commencement Date:
January 1, 2026.
7.3
Expiration Date:
December 31, 2030.
8.
Base Rent (Article 3):
Months of
Annual Base
Monthly
Annual Base Rental Rate per
Square Foot of Rentable
Lease Term
Rent
Base Rent
Area of the Premises
1-12 Jan -Dec 2026
$12,000.00
$1,000.00
N/A
13-24 Jan -Dec 2027
$12,000.00
$1,000.00
N/A
25-36 Jan -Dec 2028
$12,000.00
$1,000.00
N/A
37-48 Jan -Dec 2029
$12,000.00
$1,000.00
N/A
49-60 Jan -Dec 2030
$12,000.00
$1,000.00
N/A
9.
Security Deposit Article 4 :
$0
10.
Tenant's Share (Section 6.1)
of Operating Expenses, and
Utilities Costs (Article 6):
23.86% (the Premises is 6,647 square feet of
Rentable Area within the Building's 27,859
square feet of Rentable Area).
10.1
Tenant's Operating Expenses
and Utility Costs at
commencement of this Lease.
(Section 6.3.3)
$5.48 per square foot (subject to change)
$3,034.18 per month (estimate, subject to
change)
11.
Tenant's Reserved Parking
Stalls (Section 21.16)
The non -handicapped parking stalls depicted as
"AFB Reserved Parking" in Exhibit B
REMAINDER OF THE PAGE INTENTIONALL Y LEFT BLANK
III. LEASE AGREEMENT
THIS LEASE, made and entered this _15th day of December , by and
between the CITY OF AUBURN, a Washington municipal corporation, ("Landlord"), and THE
AUBURN FOOD BANK, a Washington nonprofit corporation ("Tenant"). For and in
consideration of the rental and of the covenants and agreements set forth to be kept and performed
by Tenant, Landlord hereby leases to Tenant the premises described for the Lease Term, subject
to all of the terms, covenants and agreements set forth.
ARTICLE 1:
PREMISES
1.1. Grant of Premises. Landlord leases to Tenant those certain premises described in
Section 6.1 of the Summary (the "Premises"), which Premises are located in the single -story
building described in Section 6.2 of the Summary (the "Building"). Landlord and Tenant confirm
and stipulate that the number of square feet of "Rentable Area" contained in the Premises initially
leased by Tenant pursuant to this Lease (i) is as set forth in Section 6.1 of the Summary, (ii) have
been calculated in accordance with Landlord's standard rentable area measurement standards used
for the Building (currently the Building Owners and Managers Association Standard for the
measurement of commercial office space (ANSI/BOMA Z65.1 2010-Method A)), and (iii) is not
subject to remeasurement, adjustment or modification, and accordingly, there shall be no
modification or adjustment of the Base Rent, Tenant's Share of Operating Expenses or Utilities
Costs (if any), the Tenant Improvement Allowance (if any) or any other dollar amounts set forth
in this Lease which are based upon any such square footage amounts. The Building and the surface
parking areas located adjacent to the Building (the "Surface Parking Areas"), any outside plaza
areas, land and other improvements surrounding the Building, the Common Areas, as defined
below, and the land upon which any of the foregoing are situated are sometimes collectively
referred to herein as the "Real Property." The legal description of land comprising the Real
Property is attached hereto as Exhibit A. A floor plan showing the size and location of the
Premises within the Building is attached hereto as Exhibit B. Tenant's use and occupancy of the
Premises shall include the use, in common with others, of those portions of the Real Property
which are designated by Landlord for use in common by Tenant and any other tenants of the
Building (the "Common Areas"), but excluding therefrom and reserving unto Landlord the exterior
faces of all exterior walls, the roof and the right to install, use and maintain where necessary in the
Premises all pipes, ductwork, conduits and utility lines through hung ceiling space, partitions,
beneath the floor or through other parts of the Premises; provided such installation, use and
maintenance do not unreasonably and substantially interfere with the use and occupancy of the
Premises by Tenant or unreasonably diminish Tenant's access to the Premises. Landlord reserves
the right to affect such other tenancies in the Building as Landlord may elect in its sole business
judgment. Landlord also reserves the right to close temporarily, make alterations or additions to,
or change the location of elements of the Common Areas, provided that, in connection therewith,
Landlord shall at all times use commercially reasonable efforts to minimize interference with the
conduct of Tenant's business at the Premises, including providing Tenant with advance notice of
48 hours whenever Landlord may reasonably provide such notice.
1.2. Condition of Premises. Tenant shall occupy the Premises in its current "AS IS"
condition without any obligation on Landlord's part to construct or pay for any tenant
improvement or refurbishment work in the Premises, and Tenant shall be solely responsible, at its
sole cost and expense, for constructing any and all alterations and refurbishment work for the
Premises pursuant to, and in accordance with, the provisions of Article 9 below.
ARTICLE 2:
TERM
2.1 Initial Term. The "Initial Term" of this Lease shall be as described in Section 7.1
of the Summary and shall commence on the date ("Commencement Date") described in
Section 7.2 of the Summary, and shall terminate on the date (the "Expiration Date") described in
Section 7.3 of the Summary, unless this Lease is sooner terminated as hereinafter provided. The
Initial Term and any Extension Options that may exist or be executed are collectively defined as
the "Term".
2.2 Extension Option(s). Provided that Tenant faithfully performs all terms and
conditions of this Lease, Tenant shall have the option to extend the then -current Term for up to
three (3) consecutive additional periods of five (5) years each (each, an "Extension Option"). Each
Extension Option may be exercised only by written notice in accordance with Section 2.3 below
and shall commence immediately following the expiration of the prior Term without interruption
or delay. Upon the proper and timely exercise of an Extension Option, the Term shall be extended
for the applicable Extension Period on the same terms and conditions contained herein, except as
otherwise agreed in writing by the Parties.
2.3 Exercise of Option. Tenant may exercise an Extension Option only in the following
manner:
(i) Interest Notice: Tenant shall deliver written notice to Landlord (the "Interest
Notice") not less than three (3) months and not more than six (6) months prior to the expiration
of the then -current Term, stating Tenant's intent to exercise the applicable Extension Option.
(ii) Negotiation of Terms: Following Landlord's receipt of the Interest Notice, the
Parties shall engage in good faith negotiations, using commercially reasonable efforts, to
determine the Base Rent and any other terms to apply during the upcoming Extension Term,
as further described in Section 2.4 below.
(iii) Exercise Notice: If the Parties reach agreement on Base Rent and all other
negotiated terms at least thirty (30) days prior to the Expiration Date, Tenant shall deliver
written notice to Landlord (the "Exercise Notice") no later than ten (10) calendar days prior
to the Expiration Date, confirming Tenant's election to extend the Lease and setting forth the
agreed -upon Base Rent and other applicable terms. The Exercise Notice shall constitute a
binding and irrevocable acceptance by Tenant of Landlord's offer to extend the Lease upon
those agreed terms.
(iv) Failure to Exercise: If Tenant fails to timely deliver either the Interest Notice or
the Exercise Notice, or if the Parties are unable to agree upon Base Rent or other material
terms at least thirty (30) days prior to the Expiration Date, the applicable Extension Option
shall automatically terminate, and the Lease shall expire as originally scheduled, with all
remaining Extension Options deemed waived.
ARTICLE 3:
RENT
3.1 Base Rent. Tenant agrees to pay Landlord, promptly when due, without notice or
demand and without deduction or offset of any amount for any reason whatsoever, the annual
amounts outlined in Section 8 of the Summary, which shall be payable in the monthly installment
amounts outlined in Section 8 of the Summary (the "Base Rent"). Said monthly installments of
Base Rent shall be payable in advance on the first (ls) day of each calendar month during the
Initial Term, except that the Base Rent for the first (P) full calendar month of the Initial Term
shall be paid at the time of Tenant's execution of this Lease. If the Initial Term commences or
expires on a day other than the first (P) day of a calendar month, Tenant shall pay to Landlord on
the first (I") day of the Initial Term, or on the first (P) day of the month in which the Initial Term
expires, the prorated portion of the monthly installment of Base Rent payable for such month
calculated based upon the actual number of days in such month. All other payments or adjustments
required to be made under the terms of this Lease that require proration on a time basis shall be
prorated on the same basis.
3.2 Leasehold Excise Tax, RCW 82.29A. In addition to the Base Rent, Tenant will be
assessed a statutory leasehold excise tax of 12.84%. The leasehold excise tax will be assessed upon
the monthly installment of Base Rent and remitted as part of Tenant's Additional Rent.
3.3 Option Rent and Other Negotiated Terms. For each Extension Term, the Base
Rent and any other negotiated terms shall be as mutually agreed upon by the Parties during the
negotiation period described in Section 2.3. Notwithstanding the foregoing, in no event shall the
Base Rent for any Extension Term be less than the Base Rent payable during the final year of the
immediately preceding Term. If the Parties are unable to reach agreement on Base Rent or any
other negotiated terms within the timeframe specified in Section 2.3, the applicable Extension
Option shall automatically terminate, and the Lease shall expire on its scheduled Expiration Date.
All other terms and conditions of this Lease shall remain in full force and effect during any
Extension Term, except as expressly modified in writing by mutual agreement of the Parties.
3.4 Place of Payment. Base Rent, Tenant's Share of Operating Expenses and Utilities
Costs (as such terms are defined in Sections 6.1 and 6.2 below which may also be referred to as
"Additional Rent") and all other sums or charges required by this Lease to be paid by Tenant to
Landlord, all of which are sometimes collectively referred to as "Rent," shall be paid at the office
of Landlord as set described below:
City of Auburn
Attn: Finance Department
25 W Main
Auburn, WA 98001
or at such other place as Landlord may from time to time designate.
ARTICLE 4:
PERMITTED USES
4.1. Permitted Uses. Tenant is permitted to use the Premises for a food bank serving the
Auburn and surrounding populations. Subject to any of Landlord's insurance requirements that
may exist now or in the future, as a supplementary use only, Tenant is also permitted to use the
Premises for culinary arts workforce training, including cooking, cooking demonstrations, serving
of meals, and storage of food and ancillary equipment as part of Tenant's services.
4.2. Use Limitations & Liability. Tenant agrees not to maintain in or around the
Premises any activity or instrumentality dangerous to life or limb or to permit any objectionable
noise or odor to escape or be emitted from the Premises or to permit anything to be done upon the
Premises that would tend to create a nuisance or to disturb any other tenants of the Building. Tenant
shall also keep the Premises and the areas of the Building around the Premises in a clean, neat, and
orderly fashion. Tenant shall also be fully liable for any expense and damages to the Building,
Property, guests thereof, or business interruption to other tenants of the Building resulting from
Tenant's personal property on the Premises or Real Property.
Tenant is also expressly prohibited from administering medication treatment or needle
exchange on the Premises without Landlord's consent which may be withheld at the Landlord's
sole and absolute discretion.
ARTICLE 5:
COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT
Tenant, at its sole cost and expense, shall comply with all laws, including, without
limitation, the Americans With Disabilities Act, orders, judgments, ordinances, regulations, codes,
directives, permits, licenses, covenants and restrictions now or hereafter applicable to the Premises
(collectively, "Legal Requirements"). Except as permitted under Tenant's Permitted Uses, the
Premises shall not be used as a place of public accommodation under the Americans with
Disabilities Act or similar state statutes or local ordinances or any regulations promulgated
thereunder, all as may be amended from time to time. Tenant shall, at its expense, make any
alterations or modifications, within or without the Premises, that are required by legal requirements
related to Tenant's specific use or occupation of the Premises. Except as permitted under Tenant's
Permitted Uses, Tenant will not use or permit the Premises to be used for any purpose or in any
manner that would void Tenant's insurance. If any increase in the cost of any insurance on the
Premises, Building or the Real Property is caused by Tenant's use or occupation of the Premises,
or because Tenant vacates the Premises, then Tenant shall pay the amount of such increase to
Landlord as Additional Rent.
ARTICLE 6
OPERATING EXPENSES & UTILITY COSTS
6.1 Tenant's Obligations. In addition to the Base Rent, Tenant shall pay to Landlord
(i) Tenant's Share of Operating Expenses, and (ii) Tenant's Share of Utilities Costs (as defined
below), which Operating Expenses and Utility Costs are incurred by Landlord on account of the
ownership, operation and maintenance of the Building and Real Property during such Expense
Year. An amount equal to one -twelfth (1/12) of the total Estimated Expenses, Taxes and Utilities
outlined in the Estimate Statement, shall be paid in monthly installments to Landlord, together
with the monthly Base Rent installments. For purposes hereof, "Tenant's Share" shall mean the
percentage outlined in Summary Section 10 which was calculated by dividing the Rentable Area
of the Premises outlined in Summary Section 6.1, by the total Rentable Area within the Building
outlined in Section 10 of the Summary. Landlord reserves the right, in its sole discretion, to
increase or decrease from time to time the total Rentable Area of the Building based upon
Landlord's standard rentable area measurement standards used for the Building.
7.2 Definitions.
6.2.1. Base Year. Intentionally Omitted.
6.2.2. "Expense Year" shall mean each calendar year during the Term (or partial
calendar year if the Term commences or ends on other than the first (lst) or last day of a calendar
year).
6.2.3. "Operating Expenses". For the purposes of this Lease, with the exception
of Utilities Costs (defined below) and costs charged directly to a specific tenant by Landlord,
Operating Expenses are intended to be inclusive of all costs, including reasonable wages paid to
staff of the Landlord, because of or in connection with the ownership, management, maintenance,
security, repair, replacement, restoration or operation of the Building and the Real Property.
If Landlord replaces any of the categories of items listed in Sections 6.2.3.1 to
6.2.3.6 for which the cost of the replacement is not deductible as an expense in the year incurred
according to generally accepted accounting principles ("GAAP"), Landlord shall amortize the cost
of such replacement over its useful life, as reasonably determined by Landlord, and Tenant shall
only be obligated to reimburse Landlord each year for Tenant's Share of such amortized cost.
Landlord has no obligation to amortize repairs or maintenance items relating to the Major Items
that are deductible in the year incurred in accordance with GAAP, and all such repair and
maintenance costs shall be payable by Tenant to Landlord as Operating Expenses in the year
incurred. Operating Expenses may include, but shall not be limited to, the following:
6.2.3.1. The cost of all insurance carried by Landlord in connection with the
Building as reasonably determined by Landlord, or Washington Cities Insurance Authority
("WCIA") which may include without limitation, fire and extended coverage, property damage,
liability insurance and of any other insurance maintained by Landlord which insurance shall cover
the use and operation of the Building, Common Areas, and/or Real Property, and which is
customarily carried by landlords of comparable buildings in the area or is reasonably deemed
prudent by Landlord or WCIA.
6.2.3.2. All costs and expenses of repairing, operating, and maintaining the heating,
ventilating, and air conditioning ("HVAC") system serving the Building, including the cost of all
utilities required for its operation, as well as periodic preventive maintenance —such as quarterly
inspections, filter replacements, and routine cleaning of blower assemblies and return and supply
air grilles —shall be included as part of the Building's Operating Expenses, regardless of whether
the HVAC system serves common areas or a single tenant exclusively.
All costs and expenses incurred in making alterations or additions to the HVAC system as
necessary to comply with applicable Laws shall likewise be included as Operating Expenses;
provided, however, that if any such alteration or addition is required solely for the HVAC system
serving a single tenant exclusively, such cost and expense shall not be considered an Operating
Expense and shall be the sole responsibility of the benefiting tenant.
Notwithstanding the foregoing, any costs or expenses arising from repairs, service calls,
replacements, or other maintenance required as a result of the use, misuse, or neglect of an
HVAC system serving a single tenant exclusively shall not be considered Operating Expenses
and shall be the sole responsibility of the benefiting tenant.
6.2.3.3. The costs of capital improvements and structural repairs and replacements
made in or to the Building (i) in order to conform to changes subsequent to completion of the
original construction of the Building in any applicable Laws (herein "Required Capital
Improvements"), (ii) that are designed primarily to reduce Operating Expenses or to reduce the
rate of increase in Operating Expenses ("Cost Savings Improvements") and/or (iii) which are
Conservation Costs (as defined below) and/or which are otherwise required in order for Landlord
to operate the Building in a first-class manner ("Additional Capital Improvements"). The
expenditures for Required Capital Improvements, Cost Savings Improvements and Additional
Capital Improvements shall be reimbursed to Landlord in equal installments over such period as
reasonably determined by Landlord, together with interest on the balance of the unreimbursed
expenditure at a rate reasonably determined by Landlord; provided, however, the amount to be
reimbursed for any Cost Savings Improvements shall be limited in any year to the estimated
reduction or estimated savings in Operating Expenses as a result thereof.
6.2.3.4. All costs and expenses incurred by Landlord in providing standard services
to all tenants of the Building, including management and/or incentive fees, consulting fees, legal
fees and accounting fees, of all contractors and consultants in connection with the management,
operation, maintenance and repair of the Building and Real Property. Any costs or expenses
incurred by Landlord in providing standard services to benefit less than all tenants of the Building
or the Landlord directly are not Operating Expenses.
6.2.3.5. All costs and expenses incurred by Landlord in operating, managing,
repairing and maintaining the Building and Real Property, including all sums expended in
connection with the Common Areas for general maintenance and repairs, resurfacing, painting,
restriping, cleaning, sweeping and janitorial services, window washing, sidewalks, curbs and
Building signs, sprinkler systems, planting and landscaping, lighting, maintenance and repair of
landscape sprinkler systems, lighting systems, emergency back-up utility systems, storm drainage
systems and any other utility systems, personnel to implement such services and to police the
Common Areas, rental of machinery and equipment used in such maintenance and services, police
and fire protection services, trash removal services, all costs and expenses pertaining to snow and
ice removal, security systems, premiums for workers' compensation insurance, wages,
withholding taxes, social security taxes, fees for required licenses and permits, supplies, charges
for management of the Building and Common Areas, and the costs and expenses of complying
with, or participating in, conservation, recycling, sustainability, energy efficiency, waste reduction
or other programs or practices implemented or enacted from time to time at the Building and/or
Real Property, including, without limitation, in connection with any LEED (Leadership in Energy
and Environmental Design) rating or compliance system or program, including that currently
coordinated through the U.S. Green Building Council or Energy Star rating and/or compliance
system or program (collectively, "Conservation Costs"). Costs and expenses incurred by Landlord
in operating, managing, repairing and maintaining the Building and Real Property which are
incurred exclusively for the benefit of specific tenants of the Building will be billed accordingly
and will not be included within Operating Expenses.
6.2.3.6. The cost of parking area operation servicing the Building, including repair,
restoration, and maintenance.
6.2.4. "Utility Costs" shall mean all actual charges for utilities for the Building
and the Real Property which Landlord shall pay during any Expense Year, including, but not
limited to, the costs of water, sewer, gas and electricity, and the costs of heat, ventilation, air
conditioning and other utilities (but excluding those charges for which tenants directly reimburse
Landlord or otherwise pay directly to the utility company) as well as related fees, assessments,
measurement meters, and devices and surcharges. Utility Costs shall include any costs of utilities
that are allocated to the Real Property under any declaration, restrictive covenant, or other
instrument pertaining to the sharing of costs by the Real Property or any portion thereof, including
any covenants, conditions, or restrictions now or hereafter recorded against or affecting the Real
Property.
6.3. Calculating and Payment of Operating Expenses & Utility Costs.
6.3.1. Calculation of Variance. If for any Expense Year ending or commencing
within the Lease Term, (i) Tenant's Share of Operating Expenses for such Expense Year varies
from the amounts contained in the Estimated Statement, and (ii) Tenant's Share of Utilities Costs
for such Expense Year varies from the amounts contained in the Estimated Statement (the
"Variance"), then Tenant shall pay the Variance as additional Rent to Landlord, or Landlord shall
apply the Variance for the benefit of the Tenant in the manner outlined in Section 6.3.2, below.
6.3.2. Statement of Actual Operating Expenses & Utilities Costs and Payment
by Tenant. Landlord shall endeavor to give to Tenant on or before the first (1") day of April
following the end of each Expense Year, a statement (the "Statement") which shall state the actual
Operating Expenses and Utilities Costs incurred or accrued for such preceding Expense Year, and
which shall indicate the amount, if any, of any Variance. Within thirty (30) days after Tenant's
receipt of the Statement for each Expense Year during the Lease Term, Tenant shall pay to
Landlord the full amount of the Variance underpayment for such Expense Year pursuant to
Section 6.3.1 above. If any Statement reflects that the amount paid by Tenant to Landlord for such
Expense Year is greater than the actual amount due for such Expense Year, then Landlord shall,
at Landlord's option, either (i) remit such Variance overpayment to Tenant within thirty (30) days
after such applicable Statement is delivered to Tenant, or (ii) credit such Variance overpayment
toward the additional Rent next due and payable to Tenant under this Lease. The failure of
Landlord to timely furnish the Statement for any Expense Year shall not prejudice Landlord from
enforcing its rights under this Article 6. Even though the Lease Term has expired and Tenant has
vacated the Premises, if the Statement for the Expense Year in which this Lease terminates reflects
that Tenant's payment to Landlord of Variance for such Expense Year was. greater than or less
than the actual amount paid for such last Expense Year, then within thirty (30) days after
Landlord's delivery of such Statement to Tenant, Landlord shall refund to Tenant any such
Variance overpayment, or Tenant shall pay to Landlord any such Variance underpayment, as the
case may be. The provisions of this Section 6.3.2 shall survive the expiration or earlier termination
of the Lease.
6.3.3. Statement of Estimated Operating Expenses & Utility Costs. Landlord
shall endeavor, but not warrant to give Tenant a yearly expense estimate statement (the "Estimate
Statement") by January 1st of each year which shall set forth Landlord's reasonable estimate (the
"Estimate") of the Tenant's Share for the forthcoming Expense Year of (i) the total amount of
Operating Expenses allocated to the tenants of the Building pursuant to Section 6.2.3 above, and
(ii) the total amount of Utility Costs allocated to the tenants of the Building pursuant to
Section 6.2.4 above, and Tenant's Share of such Operating Expenses and Utility Costs for the then -
current Expense Year shall be payable as additional Rent (the "Estimated Expenses and Utilities").
The Estimate Statement for the Premises at the time of commencement is described is Summary
Section 10.1. The failure of Landlord to timely furnish the Estimate Statement for any Expense
Year shall not preclude Landlord from enforcing its rights to collect any Estimated Expenses, and
Utilities under this Article 6. Until a new Estimate Statement is furnished, Tenant shall pay
monthly, with the monthly Base Rent installments, an amount equal to one -twelfth (1/12) of the
total Estimated Expenses, Taxes and Utilities set forth in the previous Estimate Statement
delivered by Landlord to Tenant.
ARTICLE 7:
UTILITIES
7.1 Utilities. Tenant has fully investigated the utility services available at the Premises
and accepts them in their present condition. Tenant shall pay all separately metered utility charges
directly. If any utilities are not separately metered, Tenant shall reimburse Landlord for Tenant's
pro-rata share of the cost of such utilities, as Landlord shall reasonably determine, within thirty
(30) days following receipt of an invoice.
7.2 Separate Metering. Notwithstanding the foregoing provisions of this Section 7 to
the contrary, Landlord shall have the right to cause some or all of the electricity, water and/or other
utilities to be separately metered for the Premises (after giving Tenant at least thirty (30) days
advance notice of its intent to do so), and Tenant shall pay for the cost of all such utilities so
separately metered, or which are billed directly to Tenant, within ten (10) days after Tenant's
receipt of Landlord's invoice, in which event Utility Costs for the Expense Year shall be equitably
reduced to exclude all such utilities provided to the Premises and to the other premises of the
Building leased to other tenants in the Building. In the event that a portion of the Building is leased
to a third party, Landlord shall use commercially reasonable efforts to cause all utilities (including
electricity, water and natural gas, to the extent possible and customary) to be separately metered
for the Premises.
7.3 Utility Service Availability; Interruption of Services. Tenant may operate any
HVAC/furnace and lighting serving the Premises during all hours Tenant conducts business in the
Premises. Tenant agrees that Landlord shall not be liable for any damage, loss or expense incurred
by Tenant by reason of any interruption or failure of utilities and services not caused by Landlord.
Landlord may, with notice to Tenant (advance notice of 48 hours whenever Landlord may
reasonably provide such notice), or without notice in case of emergency, shut off or discontinue
utilities and services when such actions are necessary to make repairs or alterations. No such
action shall be construed as an eviction or disturbance of possession by Landlord nor relieve
Tenant from paying Rent or performing any of its obligations under this Lease. Furthermore,
Landlord shall not be liable under any circumstances for a loss of, or injury to, property or for
injury to, or interference with, Tenant's business, including, without limitation, loss of revenue,
profits, or business product or productivity, however occurring, through or in connection with or
incidental to a failure to furnish any of the services or utilities as described in this Article 7.
ARTICLE 8:
MAINTENANCE & REPAIRS
8.1. Tenant's Responsibilities. Tenant, at its sole cost and expense, shall maintain the
Premises and keep the same in good order, condition, and repair, including, without limitation, all
improvements, fixtures, window coverings, exterior glass fronts and windows, furnishings,
systems, and equipment (including, without limitation, plumbing fixtures and equipment such as
dishwashers, garbage disposals, and both supplemental and regular HVAC systems serving the
Premises exclusively), as well as the floor coverings and the concrete slab foundation of the
Building on which the Premises is located.
Upon the expiration or earlier termination of the Term, Tenant shall surrender the
Premises to Landlord in good condition, meaning that all equipment and systems shall be in proper
working order and all fixtures and coverings shall be intact, ordinary wear and tear excepted.
Tenant shall also be responsible for providing and paying for all janitorial services and supplies
necessary to properly maintain the Premises.
Except for damage covered under Section 12, if Tenant fails to make or commence the
required repairs or replacements within ten (10) calendar days after receiving a written "Repair or
Replace Notice" from Landlord, Landlord shall have the right, but not the obligation, to enter the
Premises and make such repairs or replacements. In such event, Tenant shall reimburse Landlord,
as Additional Rent, for the total cost of such work, including all taxes, fees, and other costs incurred
by Landlord, plus an administrative and management fee equal to ten percent (10%) of the total
cost.
Landlord shall also have the right to enter the Premises at all reasonable times to make
any repairs, alterations, improvements, or additions to the Premises, the Building, or any
equipment located therein, as Landlord deems necessary or desirable, or as may be required by
any governmental or quasi -governmental authority, court order, or decree. Tenant hereby waives
and releases any right to make repairs at Landlord's expense under any applicable Laws.
8.2. Landlord's Responsibilities. Landlord shall, at its sole cost and expense (except as
otherwise provided in this Lease), maintain, repair, and replace the Building and its structural
components in a good, clean, and safe condition, consistent with the standards of comparable
buildings of similar class in the Auburn, Washington area. Landlord's maintenance, repair, and
replacement obligations shall include, without limitation, the roof, foundation, exterior walls
(excluding exterior glass portions located within the Premises, which shall be maintained by
Tenant), interior structural walls, and all structural components of the Building. Landlord shall also
be responsible for periodic preventive maintenance of the Building's HVAC systems (including,
by way of example, quarterly inspections, filter replacements, and routine cleaning of blower
assemblies and return and supply air grilles), as well as for the maintenance, repair, and
replacement of all Building systems —mechanical, electrical, and plumbing —up to the point of
connection to the Premises (expressly excluding any systems, components, or equipment located
within or serving only the Premises, except as otherwise provided in Section 8.1).
If at any time during the Term such maintenance, repairs, or replacements are required,
Landlord shall perform them promptly following notice from Tenant, and shall do so in a manner
that does not unreasonably interfere with Tenant's operations within the Premises. If Landlord fails
to commence such required work within fifteen (15) calendar days after receiving written notice
from Tenant, Tenant shall have the right, but not the obligation, to perform such repairs on
Landlord's behalf, and Landlord shall reimburse Tenant for the reasonable and documented costs
thereof within thirty (30) days after receipt of written demand and supporting documentation.
ARTICLE 9:
TENANT IMPROVEMENTS, ALTERATIONS, & ADDITIONS
9.1. Landlord's Consent Required. Tenant may make alterations and/or improvements
to the Premises both prior to and after the Commencement Date, provided however that all
improvements and alterations shall i) be subject to the requirements and obligations outlined in
Exhibit D, and ii) approved by Landlord through written consent. Landlord shall have 30 calendar
days from delivery by Tenant of all design drawings associated with the alterations or
improvements to provide their written consent, which shall not be unreasonably withheld. If no
notice of disapproval is given to Tenant by 5:OOpm on the thirtieth day calendar day, consent will
be deemed given. In no event, however, shall Tenant alter the exterior of the Premises, except as
provided in this Section 9, or Section 21.17, or make any change or alteration which would impair
the structural soundness of the Building. Upon obtaining such consent, Tenant shall cause the work
to be done promptly and in good and workmanlike manner and in accordance with the plans and
specifications submitted to, and approved by, Landlord. Landlord's consent notwithstanding, all
work shall be performed in accordance with all applicable Laws and permits and as expressly
provided in Exhibit D where such alterations, additions and improvements are defined to be
Tenant Improvements. All work performed and materials supplied shall be performed or supplied
only by contractors approved by Landlord, and Landlord shall have the right to grant such approval
conditionally or to withdraw the same at any time. Landlord's approval thereunder shall create no
responsibility or liability on the part of Landlord for the completeness, design, sufficiency or
compliance with all Laws regarding the alterations.
9.2. Wi-Fi Network. If Tenant desires to install a wireless intranet, internet or any data
or communications network in the Premises (collectively, "Wi-Fi Network"), Tenant shall use such
Wi-Fi Network so as not to cause any interference to other tenants in the Building or Real Property
or with any other tenant's communication equipment, and not to damage the Building or Real
Property or interfere with the normal operation of the Building or Real Property. Tenant agrees to
indemnify, defend and hold Landlord harmless from and against any and all claims, costs,
damages, expenses and liabilities (including attorneys' fees) (collectively, the "Claims") arising
out of Tenant's failure to comply with the provisions of this Section 9.2, except to the extent the
Claims are caused by the gross negligence or willful misconduct of Landlord and are not insured
or required to be insured by Tenant under this Lease. Should any interference occur, Tenant shall
take all necessary steps as soon as reasonably possible, but no later than three (3) calendar days
following such occurrence, to correct such interference. If such interference continues after such
three (3) day period, Tenant shall immediately cease operating the Wi-Fi Network until such
interference is corrected or remedied to Landlord's satisfaction. Tenant acknowledges that
Landlord has granted and/or may grant telecommunication rights to other tenants and occupants
of the Building or Real Property and to telecommunication service providers, and in no event shall
Landlord be liable to Tenant for any interference to the Wi-Fi Network. Landlord makes no
representation that the Wi-Fi Network shall be able to receive or transmit communication signals
without interference or disturbance.
Tenant shall (i) promptly pay any tax, license or permit fees charged pursuant to any
Laws in connection with the installation, maintenance or use of the Wi-Fi Network and comply
with all precautions and safeguards recommended by all governmental authorities, (ii) pay for all
necessary repairs, replacements to or maintenance of the Wi-Fi Network, and (iii) be responsible
for any modifications, additions or repairs to the Building or Real Property, including without
limitation, Building or Real Property systems or infrastructure, which are required by reason of
the installation, operation or removal of Tenant's Wi-Fi Network. Should Landlord be required to
retain professionals to research any interference issues that may arise and confirm Tenant's
compliance with the terms of this Section 9.2, Tenant shall reimburse Landlord within 20 days
after the date which Landlord submits to Tenant an invoice for the costs incurred by Landlord in
connection with Landlord's retention of such professionals, the research of such interference issues
and confirmation of Tenant's compliance with the terms of this Section 9.2. All invoices shall
include a 10% administration and management fee in addition to any actual costs incurred by
Landlord. This reimbursement obligation is in addition to, and not in lieu of, any rights or remedies
Landlord may have in the event of a breach or default by Tenant under this Lease.
9.3. Surrender at End of Term. Any alterations, additions and improvements made by
Tenant on the Premises, excepting Tenant's trade fixtures, shall immediately become the property
of Landlord and remain upon, and be surrendered with, the Premises at the expiration or earlier
termination of the Lease, unless prior to the expiration or earlier termination of the Lease Landlord
provides written notice to Tenant to remove the same. In such case, Tenant shall remove the same
on or before the expiration of the Lease and repair any damage resulting from such removal. Upon
the expiration of the Lease, or any sooner termination, Tenant shall remove all of its personal
property and any cabling and wiring (including cabling and wiring associated with the Wi-Fi
Network) from the Premises and repair all damage resulting from such removal; provided,
however, if prior to the expiration or earlier termination of the Lease Landlord provides written
notice to Tenant to surrender the cabling and wiring with the Premises upon the expiration or earlier
termination of the Lease, Tenant shall not remove such cabling and wiring. If Tenant fails to
complete any such removal work and/or to repair any damage caused by such removal work
pursuant to the foregoing, Landlord may do so and charge the cost thereof to Tenant (together with
a 10% administration/management fee), and Tenant shall reimburse Landlord for such costs within
thirty (30) days after receipt of such invoice.
9.4. Manner of Construction. Landlord may impose certain requirements upon Tenant
as a condition of its consent to any alterations, additions or repairs of the Premises ("Alterations").
Such requirements may include, but not be limited to, the requirement for Tenant to utilize only
contractors, subcontractors, materials, mechanics and materialmen (or any combination thereof)
approved by Landlord (in Landlord's sole discretion). As part of Landlord's approval (if granted),
Landlord may also require Tenant to remove such Alterations upon the expiration or any early
termination of the Lease. Removal of said Alterations, if required shall be done at Tenant's
expense. If Landlord's consent is silent on the subject of removal, the Tenant shall not need to
remove the Alteration. Tenant shall construct such Alterations and perform such repairs in a good
and workmanlike manner, in conformance with all applicable Laws and required permits. In the
event Tenant performs any Alterations in the Premises which require or give rise to governmentally
required changes to the "Base Building," as that term is defined below, then Landlord shall, at
Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the
structural portions of the Building, and the systems and equipment located in the internal core of
the Building on the floor or floors on which the Premises are located. In the course of constructing,
repairing, or maintaining any such Alterations, Tenant shall not unreasonably obstruct access to
the Building or any portion thereof, by any other tenant of the Building, or unreasonably obstruct
the business of Landlord or other tenants in the Building. In addition to Tenant's obligations under
Article 9 of this Lease, Tenant shall deliver to the Landlord a reproducible copy of the "as built"
drawings of the Alterations as well as all permits, approvals and other documents issued by any
governmental agency in connection with the Alterations.
9.5. Payment for Work. Tenant shall pay all costs of any such Alterations or work
promptly to avoid the assertion of any mechanic's or materialman's lien. Tenant shall discharge,
by bonding, payment or other means, any mechanic's lien filed against the Premises, the Building
or the Real Property within thirty (30) days after the receipt of notice thereof and shall promptly
inform Landlord of any such notice. If the lien is not discharged within said thirty (30) day period,
Landlord shall have the right, but not the obligation, to discharge said lien by payment, bonding
or otherwise, and the costs and expenses to Landlord of obtaining such discharge shall be paid to
Landlord by Tenant on demand as additional Rent.
9.6. Tenant Acknowledgement. Tenant acknowledges that in performing any
improvements or alterations to the Premises, Tenant is not acting as the agent of Landlord and that
no labor, professional services, materials, or equipment for the improvement of the Premises or
Real Property are being furnished at the insistence of Landlord.
9.7. Construction Insurance. In addition to the requirements of Article 10 of this Lease,
prior to the commencement of any Alterations, Tenant shall provide Landlord with evidence that
Tenant carries "Builder's Risk" and any other insurance as Landlord may reasonably require
covering the construction of the Alterations in an amount approved by Landlord. Tenant shall
further be responsible for insuring said Alterations upon completion there of pursuant to Article 10
of this Lease. Tenant's contractors and subcontractors shall also be required to carry Commercial
General Liability Insurance in an amount approved by Landlord and otherwise subject to the
requirements of Article 10 of this Lease. Landlord may, in its discretion, require Tenant to obtain
a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount
sufficient to ensure the lien -free completion of said Alterations and naming Landlord as a co -
obligee.
ARTICLE 10:
INSURANCE
10.1. Insurance Term. The Tenant shall procure and maintain for the duration of the
Lease, insurance against claims for injuries to persons or damage to the Property which may arise
from or in connection with the Tenant, its employees, customers, guests, or volunteers' operation
and use of the Premises.
10.2. No Limitation. Tenant's maintenance of insurance as required by the Lease shall
not be construed to limit the liability of the Tenant to the coverage provided by such insurance, or
otherwise limit the Landlord's recourse to any remedy available at law or in equity.
10.3. Tenant's Minimum Scope of Insurance. The Tenant shall obtain insurance of the
types and coverage described in sections 10.3.1, 10.3.2, and 10.3.5 below:
10.3.1. Commercial General Liability. Commercial General Liability insurance
shall be at least as broad as Insurance Services Office (ISO) occurrence form CG 00 01 and shall
cover premises and contractual liability as well as claims of bodily injury, personal injury, and
property damage on a per location basis. The Landlord shall be named as additional insured on
Tenant's Commercial General Liability insurance policy using ISO Additional Insured -Managers
or Lessors of Premises Form CG 20 11 or a substitute endorsement providing at least as broad
coverage.
10.3.2. Commercial Property Insurance. Commercial Property Insurance
covering (i) all office furniture, business and trade fixtures, office equipment, free-standing cabinet
work, movable partitions, merchandise, alterations and improvements and all other items of
Tenant's property on the Premises installed by, for, or at the expense of Tenant, (ii) the "Tenant
Improvements," as that term is defined in the Tenant Work Letter, and any other improvements
which exist in the Premises as of the Commencement Date (excluding the Base Building) (the
"Original Improvements'), and (iii) all other improvements, alterations and additions to the
Premises. Such insurance shall be written on an "all risks" of physical loss or damage basis, for
the full replacement cost value (subject to reasonable deductible amounts) new without deduction
for depreciation of the covered items and in amounts that meet any co-insurance clauses of the
policies of insurance and shall include coverage for damage or other loss caused by fire or other
peril including, but not limited to, vandalism and malicious mischief, theft, water damage of any
type, including sprinkler leakage, bursting or stoppage of pipes, and explosion, and providing
business interruption coverage for a period of one year.
10.3.3. Worker's Compensation. Worker's Compensation and Employers
Liability or other similar insurance pursuant to all applicable state and local statutes and
regulations.
10.3.4. Loss of Income. Loss of income, business interruption and extra expense
insurance in such amounts as will reimburse Tenant for direct and indirect loss of earnings
attributable to all perils commonly insured against by prudent tenants or attributable to prevention
of loss of access to the Premises or to the Building as a result of such perils.
10.3.5. Commercial Auto Liability. Such insurance shall cover liability arising
out of owned, hired and non -owned autos. Coverage shall be written on ISO form CA 00 01 or a
substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed
to provide contractual liability coverage equivalent to that provided in the current edition of the
ISO form. Tenant waives all rights against Landlord and its agents, officers, directors and
employees for recovery of damages to the extent these damages are covered by the business auto
liability insurance obtained by Tenant.
10.4. Minimum Amounts of Insurance. Tenant shall maintain the following insurance
limits:
Commercial General Liability $2,000,000 each occurrence
$2,000,000 general_aggregate__
Bodily Injury and Bodily Injury and $2,000,000 each occurrence
Property Damage Liability $2,000,000 annual aggregate
No coinsurance provision
$2,000,000 each occurrence
Personal Injury Liability $2,000,000 annual aggregate
0% o Insured participation
Commercial Auto Liability $1,000,000 each accident for bodily
_injury and property damage
Written to cover the full value of
Property Insurance Tenant's property and improvements
with no coinsurance provisions
10.5. Form of Policies. The minimum limits of policies of insurance required of Tenant
under this Lease shall in no event limit the liability of Tenant under this Lease. Such insurance
shall (i) name Landlord, and any other party the Landlord so specifies, as an additional insured,
including Landlord's managing agent, if any; (ii) specifically cover the liability assumed by Tenant
under this Lease, including, but not limited to, Tenant's obligations under Section 10.3.1 — 10.3.5
of this Lease; (iii) be issued by an insurance company having a rating of not less than ANII in
Best's Insurance Guide and licensed to do business in the State of Washington; (iv) be primary and
noncontributory insurance as to all claims thereunder and provide that any insurance carried by
Landlord is excess and is non-contributing with any insurance requirement of Tenant; (v) be in
form and content reasonably acceptable to Landlord; (vi) provide that said insurance shall not be
canceled or coverage changed unless thirty (30) days' prior written notice shall have been given to
Landlord; (vii) contain a cross -liability endorsement or severability of interest clause reasonably
acceptable to Landlord; and (viii) with respect to the insurance and amounts required in
Section 10.4 above, Tenant's deductible amounts shall not exceed $25,000.00. Tenant shall deliver
said policy or policies or certificates thereof to Landlord on or before the Commencement Date
and at least twenty (20) days before the expiration dates thereof. Further, Landlord shall have the
right, from time to time, to request copies of policies of Tenant's insurance required hereunder,
which Tenant shall thereafter provide within ten (10) business days. In the event Tenant shall fail
to procure such insurance, or to deliver such policies or certificates of insurance, Landlord may, at
its option, procure such policies for the account of Tenant, and the cost thereof shall be paid to
Landlord within five (5) business days after delivery to Tenant of bills therefor.
10.6. Waiver of Subrogation. Tenant agrees to waive rights of subrogation which any
insurer of Tenant may acquire from Tenant by virtue of the payment of any loss. Tenant agrees to
obtain any endorsement that may be necessary to affect this waiver of subrogation. The General
Liability and Workers' Compensation policies shall be endorsed with a waiver of subrogation in
favor of the Landlord for all work performed by the Tenant, its employees, agents, volunteers,
contractors, and subcontractors.
10.7. Failure of Tenant to Maintain Insurance. Tenant's failure to maintain the
insurances required shall constitute a material breach of this Lease, upon which the Landlord may,
after giving Tenant five (5) business days' notice to correct the breach, terminate the Lease or, at
its discretion, procure or renew such insurance and pay any and all premiums in connection
therewith, with any sums so expended to be repaid to Landlord as additional Rent.
10.8. Landlord's Full Availability of Tenant's Limits. If Tenant maintains higher
insurance limits than the minimums shown above, the Landlord shall be insured for the full
available limits of Commercial General and Excess or Umbrella liability maintained by Tenant,
irrespective of whether such limits maintained by the Tenant are greater than those required by this
Lease or whether any certificate of insurance furnished to the Landlord evidences limits of liability
lower than those maintained by the Tenant.
10.9. Landlord's Property Insurance. Landlord shall purchase and maintain during the
term of the Lease all-risk property insurance covering the Building for its full replacement value
without any coinsurance provisions.
ARTICLE 11:
INDEMNITY
11.1. Tenant Indemnification & Waiver. Except to the extent caused by the negligence
or willful misconduct of Landlord, Tenant hereby assumes all risk of damage to property or injury
to persons in, upon or about the Premises, Building, or Property from any cause whatsoever
(including, but not limited to, any personal injuries resulting from a slip and fall in, upon or about
the Premises, Building, or Property) and agrees that Landlord, its officers, officials, employees,
volunteers, and agents (collectively, "Landlord Parties") shall not be liable for, and are hereby
released from any responsibility for, any damage either to person or property or resulting from the
loss of use thereof, which damage is sustained by Tenant or by other persons claiming through
Tenant. Tenant shall further defend, indemnify, and hold harmless Landlord Parties from and
against any and all claims, suits, actions, or liabilities for injury or death of any person, or for loss
or damage to property, which arises out of Tenant's use or occupation of the Premises, Building,
or Property, or from the conduct of Tenant's business, or any activity, work or thing done,
permitted, or suffered by Lessee in or about the Premises, Building, or Property, unless such
claims, suits, actions, or liabilities are due to the negligence or willful misconduct of Landlord.
Should Landlord be named as a defendant in any suit brought against Tenant in connection with
or arising out of Tenant's occupancy of the Premises, unless such suit is caused by the negligence
or willful misconduct of the Landlord, Tenant shall pay to Landlord its costs and expenses incurred
in such suit, including without limitation, its actual professional fees such as reasonable
appraisers', accountants' and attorneys' fees.
11.2. Indemnification of Other Tenants. Tenant shall indemnify and save harmless all
other tenants of the Building from any loss or damage caused to the Building owing to the leakage
or escape of water, gas or other substances from any pipes, machinery, or equipment installed by
Tenant within the Building.
11.3. Landlord Indemnification & Waiver. Except to the extent caused by the
negligence and willful misconduct of Tenant, Landlord shall indemnify, defend, protect, and hold
harmless Tenant, its partners, and their respective officers, agents, servants, employees, and
independent contractors (collectively, "Tenant Parties") from any and all loss, cost, damage,
expense and liability (including, without limitation, reasonable attorneys' fees) arising from the
negligence or willful misconduct of Landlord in, on or about the Building or Real Property.
11.4. Limitation of Liability. Except in the event of negligence or willful misconduct
of Landlord, Landlord shall not be liable for injury or damage which may be sustained by the
person, goods, wares, merchandise or property of Tenant, its employees, invitees or customers, or
any other person in or about the Premises caused by, or resulting from, fire, steam, electricity, gas
or water, which may leak or flow from or into any part of the Premises, or from breakage, leakage,
obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning
or lighting fixtures of the same, whether said damage or injury results from conditions arising upon
the Premises or upon other portions of the Building of which the Premises are a part, or from other
sources. Landlord shall not be liable for any damages arising from any act or neglect of any other
tenant of the Building. In no event shall Landlord be liable for consequential damages.
11.5. Waiver. Notwithstanding anything to the contrary set forth in this Lease, either
party's agreement to indemnify the other party as set forth in this Section 11 shall be ineffective to
the extent the matters for which such party agreed to indemnify the other party are covered by
insurance required to be carried by the non -indemnifying party pursuant to this Lease. Further,
Tenant's agreement to indemnify Landlord and Landlord's agreement to indemnify Tenant
pursuant to this Section 11 is not intended to and shall not relieve any insurance carrier of its
obligations under policies required to be carried pursuant to the provisions of this Lease, to the
extent such policies cover, or if carried, would have covered the matters, subject to the parties'
respective indemnification obligations; nor shall they supersede any inconsistent agreement of the
parties set forth in any other provision of this Lease. Tenant hereby agrees that it shall not assert
any industrial insurance immunity rights pursuant to Title 51 RCW (as the same may be amended,
substituted or replaced) if such assertion would be inconsistent with or otherwise impair Landlord's
right to indemnification under this Section 11, and, accordingly, hereby waives all such industrial
insurance immunity rights. The foregoing waiver of industrial insurance immunity rights was
specifically negotiated by Landlord and Tenant and is solely for the benefit of the Landlord and
Tenant, and their successors and assigns, under the Lease, and is not intended as a waiver of
Tenant's rights of immunity under such industrial insurance for any other purposes. If and only to
the extent RCW 4.24.115 is deemed to apply to all or any part of this Lease then the indemnities
set forth in this Lease shall be limited such that: (i) Tenant is not indemnifying Landlord for
damages arising out of bodily injury to persons or damage to property caused by, or resulting from,
the sole negligence of Landlord or its agents or employees; and (ii) any indemnity against liability
for damages arising out of bodily injury to persons or damage to property caused by or resulting
from, the concurrent negligence of (A) Landlord or its agents or employees, and (B) Tenant or its
agents, employees, or volunteers, is valid and enforceable only to the extent permitted under RCW
4.24.115. The parties hereby acknowledge that the foregoing waiver was mutually negotiated by
the parties. The provisions of this Section 11 shall survive the expiration or sooner termination of
this Lease with respect to any claims or liability arising in connection with any event occurring
prior to such expiration or termination.
ARTICLE 12:
DAMAGE, DESTRUCTION & BUSINESS INTERUPTIONS
12.1. Repair of Damage to Premises by Landlord. Tenant shall promptly notify
Landlord of any damage to the Premises resulting from fire or any other casualty. If the Premises
or any Common Areas of the Building serving or providing access to the Premises shall be
damaged by fire or other casualty, Landlord shall promptly and diligently, subject to reasonable
delays for insurance adjustment or other matters beyond Landlord's reasonable control, and subject
to all other terms of this Article 12, restore the structural components of the Premises and such
Common Areas. Such restoration shall be to substantially the same condition of the structural
components of the Premises and Common Areas prior to the casualty, except for modifications
required by zoning and building codes and other Laws with respect to the Property and/or the
Building, or any other modifications to the Common Areas deemed desirable by Landlord. Upon
the occurrence of any damage to the Premises, Tenant shall assign to Landlord (or to any party
designated by Landlord) all insurance proceeds payable to Tenant under Tenant's insurance
required under Section 10.3 and 10.4 above pertaining to all tenant improvements and fixtures in
the Premises (but not Tenant's personal property), and Landlord shall repair any damage to the
tenant improvements installed in the Premises and shall return such tenant improvements to their
original condition; provided that if the cost of such repair by Landlord exceeds the amount of
insurance proceeds received by Landlord from Tenant's insurance carrier, as assigned by Tenant,
the cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's repair of the
damage. Notwithstanding anything to the contrary herein, in no event shall Landlord be obligated
to repair or restore any specialized or dedicated equipment serving Tenant, such as any cabling,
wiring, supplemental utility system or telephone system or Wi-Fi Network. In connection with
such repairs and replacements, Tenant shall, prior to the commencement of construction, submit
to Landlord, for Landlord's review and approval, all plans, specifications and working drawings
relating thereto, and Landlord shall select the contractors to perform such improvement work.
Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury
to Tenant's business resulting in any way from such damage or the repair thereof; provided,
however, that if such fire or other casualty shall have damaged the Premises or Common Areas
necessary to Tenant's occupancy, and if such damage is not the result of the negligence or willful
misconduct of Tenant or Tenant's employees, contractors, licensees, or invitees, Landlord shall
allow Tenant a proportionate abatement of Base Rent and Tenant's Share of Operating Expenses
and Utility Costs, during the time and to the extent the Premises are unfit for occupancy for the
purposes permitted under this Lease, and not occupied and used by Tenant as a result thereof.
12.2. Landlord's Option to Repair. Notwithstanding anything to the contrary in
Section 12.1, Landlord may elect not to rebuild and/or restore the Premises and/or Building and
instead terminate this Lease by notifying Tenant in writing ("Notice of Termination Pursuant to
Lease Section 12.2") of such termination within sixty (60) days after Landlord becomes aware of
such damage. Landlord may only elect to issue a Notice of Termination Pursuant to Lease Section
12.2 if the Building was damaged by fire or other casualty or cause, and one of the following
conditions is present: (i) repairs cannot reasonably be completed within one hundred twenty
(120) days after the date of such damage (when such repairs are made without the payment of
overtime or other premiums); or (ii) Landlord's insurance policies do not fully cover the damage;
or (iii) the damage or destruction to the Premises or the Building occurs during the last 24 months
of Tenant's then existing Term. Any such Notice of Termination Pursuant to Lease Section 12.2
shall include a termination date providing Tenant up to ninety (90) days to vacate the Premises. If
the Premises or the Building is destroyed or damaged to any substantial extent during the last
24 months of Tenant's existing Term, then notwithstanding anything contained in this Article 12,
Landlord shall have the option to terminate this Lease by giving written notice to Tenant of the
exercise of such option within thirty (30) days after Landlord becomes aware of such damage. In
such event, this Lease shall cease and terminate as of the date of such notice. Upon any such
termination of the Lease pursuant to this Section 12.2, Tenant shall pay the Base Rent and
Additional Rent, properly apportioned up to such date of termination, and both parties hereto shall
thereafter be discharged from all further obligations under this Lease arising after such termination,
except for those obligations which expressly survive the expiration or earlier termination of the
Lease.
12.3. Waiver of Statutory Provisions. The provisions of this Lease, including this
Article 12, constitute an express agreement between Landlord and Tenant with respect to any and
all damage to, or destruction of, any or part of the Premises, the Building or any other portion of
the Real Property, and any statute or regulation of the state in which the Building is located, with
respect to any rights or obligations concerning damage or destruction in the absence of an express
agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall
have no application to this Lease or any damage or destruction to all or any part of the Premises,
the Building or the Real Property.
ARTICLE 13:
COVENANT AGAINST LIENS
Tenant shall keep the Building and Premises free from any liens or encumbrances
arising out of the work performed, materials furnished or obligations incurred by or on behalf of
Tenant, and shall protect, defend, indemnify and hold Landlord harmless from and against any
claims, liabilities, judgments or costs (including, without limitation, reasonable attorneys' fees)
arising out of same or in connection with. Tenant shall remove any such lien or encumbrance by
bond or otherwise within ten (10) business days after notice by Landlord, and if Tenant shall fail
to do so, Landlord may pay the amount necessary to remove such lien or encumbrance, without
being responsible for investigating the validity thereof. The amount so paid shall be deemed
additional Rent under this Lease payable within ten (10) days following demand and does not limit
or restrict Landlord from seeking other remedies available under this Lease. Nothing contained in
this Lease shall authorize Tenant to do any act that shall subject Landlord's title to the Building or
Premises to any liens or encumbrances whether claimed by operation of law or express or implied
contract.
ARTICLE 14:
ASSIGNMENT & SUBLETTING
14.1. Transfers. Tenant shall not (a) voluntarily or by operation of law, assign, encumber
or transfer any of Tenant's interest in this Lease; and (b) without the prior written consent of
Landlord, voluntarily or by operation of law, sublet or license any part of Tenant's interest in this
Lease or in the Premises or permit any part of the Premises to be used or occupied by any person
other than Tenant, its employees, customers and others having lawful business with Tenant (all of
the foregoing under this subsection (b) are hereinafter sometimes referred to collectively as
"Transfers" and any person or entity to whom any Transfer is made or sought to be made is
hereinafter sometimes referred to as a "Transferee"). If Tenant shall desire Landlord's consent to
any Transfer, Tenant shall notify Landlord in writing, which notice (the "Transfer Notice") shall
include: (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days
nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice; (ii) a
description of the portion of the Premises to be transferred (the "Subject Space"); (iii) all of the
terms of the proposed Transfer and the consideration thereof, including a calculation of the Profit
Rental (as defined below), in connection with such Transfer, the name and address of the proposed
Transferee, and a copy of all existing operative documents to be executed to evidence such Transfer
or the agreements incidental or related to such Transfer; and (iv) for all other Transferees current
financial statements pertaining to the proposed Transferee certified by an officer (if the Transferee
is a non-profit corporation the financial statements may be limited to IRS Form 990 most recently
filed by the Transferee with the IRS and its current bank and brokerage statements), partner or
owner thereof, and any other information required by Landlord, which will enable Landlord to
determine the character, and reputation of the proposed Transferee, nature of such Transferee's
business and proposed use of the Subject Space, and such other information as Landlord may
reasonably require.
14.2. Landlord's Consent. Upon due consideration of the Permitted Uses, Landlord
shall not unreasonably withhold its consent to any proposed Transfer on the terms specified in the
Transfer Notice. The parties agree that it shall be reasonable under this Lease and under any
applicable Law for Landlord to withhold consent to any proposed Transfer where one or more of
the following apply, without limitation as to other reasonable grounds for withholding consent:
(i) in Landlord's sole judgment, the Transferee is of a character or reputation or engaged in
business which is consistent with, or complimentary to the Landlord's other tenants; (ii) the
Transferee intends to use the Subject Space for purposes which are not permitted under this Lease;
(iii) in Landlord's judgment, the Transfer will result in more than a reasonable and safe number
of occupants per floor within the Subject Space; (iv) in Landlord's judgment, on the date consent
is requested the Transferee does not appear able to sustainably continue its operations even with
financial or other assistance to be provided to it by the Tenant; (v) the proposed Transfer would
cause Landlord to be in violation of another lease or agreement to which Landlord is a party, or
would give an occupant of the Building a right to cancel its lease; (vi) the terms of the proposed
Transfer will allow the Transferee to exercise a right of renewal, right of expansion, right of first
offer, or other similar right held by Tenant (or will allow the Transferee to occupy space leased by
Tenant pursuant to any such right); (vii) in Landlord's sole judgement the Transferee's business,
operations, or services do not fit with the "One Stop Shop" social service approach serving the
citizens of Auburn which is the primary focus of the Property; or (viii) either the proposed
Transferee, or any person or entity which directly or indirectly, controls, is controlled by, or is
under common control with, the proposed Transferee, (A) occupies space in the Building at the
time of the request for consent (B) is negotiating with Landlord to lease space in the Building at
such time, or (C) has negotiated with Landlord during the twelve (12) month period immediately
preceding the Transfer Notice.
If Landlord consents to any Transfer pursuant to the terms of this Section 14.2, Tenant
may, within six (6) months after Landlord's consent, enter into such Transfer of the Premises or
portion thereof, upon substantially the same terms and conditions as are set forth in the Transfer
Notice furnished by Tenant to Landlord pursuant to Section 14.1 above, provided that if there are
any changes in the terms and conditions from those specified in the Transfer Notice (1) such that
Landlord would initially have been entitled to refuse its consent to such Transfer under this
Section 14.2, or (2) which would cause the proposed Transfer to be more favorable to the
Transferee than the terms set forth in Tenant's original Transfer Notice, Tenant shall again submit
the Transfer to Landlord for its approval and other action under this Article 14. Notwithstanding
anything to the contrary in this Lease, if Tenant or any proposed Transferee claims that Landlord
has unreasonably withheld or delayed its consent under Section 14.2 or otherwise has breached or
acted unreasonably under this Article 14, their sole remedies shall be a suit for contract damages
(other than damages for injury to, or interference with, Tenant's business including, without
limitation, loss of profits, however occurring) or declaratory judgment and an injunction for the
relief sought, and Tenant hereby waives all other remedies, including, without limitation, any right
at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under all
applicable Laws, on behalf of the proposed Transferee.
14.3. Effect of Transfer. If Landlord consents to a Transfer, (i) the terms and conditions
of this Lease shall in no way be deemed to have been waived or modified, (ii) such consent shall
not be deemed consent to any further Transfer by either Tenant or a Transferee, (iii) Tenant shall
deliver to Landlord, promptly after execution, an original executed copy of all documentation
pertaining to the Transfer in a form reasonably acceptable to Landlord and (iv) no Transfer relating
to this Lease or agreement entered into with respect thereto, whether with or without Landlord's
consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease,
including, without limitation, in connection with the Subject Space. In the event that Tenant
subleases all or any portion of the Premises in accordance with the terms of this Article 14, Tenant
shall cause such subtenant to carry and maintain the same insurance coverage terms and limits as
are required of Tenant, in accordance with the terms of Article 10 of this Lease.
14.4. Occurrence of Default. Any Transfer shall be subordinate and subject to the
provisions of this Lease, and if this Lease is terminated during the term of any Transfer, Landlord
shall have the right to: (i) treat such Transfer as cancelled and repossess the Subject Space by any
lawful means, or (ii) require that such Transferee attorn to and recognize Landlord as its landlord
under any such Transfer. If Tenant shall be in default under this Lease after the expiration of any
applicable notice and cure period, Landlord is hereby irrevocably authorized to direct any
Transferee to make all payments under or in connection with the Transfer directly to Landlord
(which Landlord shall apply towards Tenant's obligations under this Lease) until such default is
cured. Such Transferee shall rely on any representation by Landlord that Tenant is in default
hereunder, without any need for confirmation thereof by Tenant. Upon any Transfer the Transferee
shall assume in writing all obligations and covenants of Tenant thereafter to be performed or
observed under this Lease. No collection or acceptance of Rent by Landlord from any Transferee
shall be deemed a waiver of any provision of this Article 14 or the approval of any Transferee or a
release of Tenant from any obligation under this Lease, whether theretofore or thereafter accruing.
In no event shall Landlord's enforcement of any provision of this Lease against any Transferee be
deemed a waiver of Landlord's right to enforce any term of this Lease against Tenant or any other
person. If Tenant's obligations hereunder have been guaranteed, Landlord's consent to any Transfer
shall not be effective unless the guarantor also consents to such Transfer.
ARTICLE 15:
TENANTS DEFAULT
15.1. Definition. The occurrence of any of the following shall constitute a default and
breach of this Lease by Tenant:
15.1.1. Any failure by Tenant to pay when due any Rent or any other monetary
sums required to be paid thereunder, which failure continues for five (5) business days after written
notice thereof from Landlord; provided, however, that Tenant shall not be entitled to more than
two (2) notices for monetary defaults during any consecutive 12 month period, and if, after two
(2) such notices, any Rent or other sum is not paid when due, a default and breach of this Lease
shall be considered to have occurred without further notice; provided, further, that any such notice
given pursuant to this Section 15.1.1 shall be in lieu of, and not in addition to, any statutory notice
required under applicable Laws.
15.1.2. Except where a specific time period is otherwise set forth for Tenant's
performance in this Lease, in which event the failure to perform by Tenant within such time period
shall be a default by Tenant under this Section 15.1.2, any failure by Tenant to observe and perform
any other provisions of this Lease to be observed or performed by Tenant within 15 days after
notice thereof has been provided to Tenant by Landlord, or if performance is not possible within
said period, any failure of Tenant to commence performance within said period and to diligently
prosecute such performance to completion.
15.1.3. Intentionally creating or permitting a nuisance which is not abated within
5 days after written notice thereof from Landlord.
15.1.4. Abandonment of all or a substantial portion of the Premises by Tenant
15.1.5. The failure by Tenant to observe or perform according to the provisions of
Section 21.1 or Article 17 of this Lease where such failure continues for more than five (5) business
days after notice from Landlord.
15.1.6. If Tenant, or any guarantor of Tenant's obligations under this Lease
("Guarantor"): (i) admits in writing that it cannot meet its obligations as they become due; (ii) is
declared insolvent according to any Law; (iii) makes or attempts to make an assignment of
Tenant's or Guarantor's property for the benefit of creditors; (iv) a receiver or trustee is appointed
for Tenant or Guarantor or its property; (v) the interest of Tenant or Guarantor under this Lease is
levied on under execution or other legal process; (vi) any petition is filed by or against Tenant or
Guarantor to declare Tenant bankrupt or to delay, reduce or modify Tenant's debts or obligations;
or (vii) any petition is filed or other action taken to reorganize or modify Tenant's or Guarantor's
capital structure, if Tenant or Guarantor is a corporation or other entity; any such levy, execution,
legal process or petition filed against Tenant or Guarantor shall not constitute a breach of this Lease
provided Tenant or Guarantor shall vigorously contest the same by appropriate proceedings and
shall remove or vacate the same within sixty (60) days from the date of its creation, service or
filing.
15.1.7. The taking of this Lease or Tenant's interest under a writ of execution.
Notice periods provided herein are in lieu of, and not in addition to, any notice periods
provided by Law.
15.2. Interest on Unpaid Sums. If any Rent, or any other monetary sum required to be
paid thereunder by Tenant to Landlord, is not paid within thirty (30) days from being due, such
sum shall accrue interest from the date due (not the thirty (30) days from which the Landlord has
the right to charge said interest) until received at the rate (the "Interest Rate") which is the lower
of (i) the highest rate permitted by applicable Law or (ii) eighteen percent (18%) per annum.
15.3. Remedies. In the event of any such default or breach by Tenant, Landlord may at
any time thereafter pursue, without limiting Landlord in the exercise of any other right or remedy
which Landlord may have at law or in equity (all of which remedies shall be distinct, separate and
cumulative), any one or more of the following remedies, each and all of which shall be cumulative
and nonexclusive, without any notice or demand whatsoever:
15.3.1. Terminate this Lease, in which event Tenant shall immediately surrender
the Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other
remedy which it may have for possession or arrears in Rent, enter upon and take possession of the
Premises and expel or remove Tenant and any other person who may be occupying the Premises
or any part thereof, without being liable for prosecution or any claim or damages therefor; and
Landlord may recover from Tenant the following:
I. Any earned but unpaid Rent under this Lease owing to Landlord at the time
of termination;
II. The amount of Base Rent and leasehold excise tax Landlord would receive
following the date of termination for a period of thirty-six (36) months, or
the expiration of the existing Term, whichever is less;
III. The amount of Additional Rent for a period of thirty-six (36) months, or the
expiration of the existing Term, whichever is less, assessed at the then -
existing rate as of the date of termination. Landlord shall have no duty to
reconcile the Additional Rent collected under this provision against actual
costs. Landlord and Tenant agree that these funds are forfeited to Landlord;
IV. Any other such amounts in addition to or in lieu of the foregoing that may
be permitted from time to time by applicable law, provided that damages
associated with loss of Rent shall be limited to the amounts measured is I —
III, above.
Upon termination of the Lease by Landlord and surrender of Premises by Tenant, Landlord
shall use commercially reasonable efforts to re -let the Premises and
otherwise mitigate its damages by the Tenant under this Lease, however, in no respect will
Landlord's efforts to mitigate its damages effect the sums owed to it under provisions I — III above.
15.3.2. If Landlord does not elect to terminate this Lease on account of any default
by Tenant, Landlord may continue the Lease in effect (whether or not Tenant has abandoned or
vacated the Premises) and, from time to time, without terminating this Lease, enforce all of its
rights and remedies under this Lease, including the right to recover all Rent as it becomes due.
15.3.3. Landlord shall at all times have the rights and remedies (which shall be
cumulative with each other and cumulative and in addition to those rights and remedies available
under Sections 15.3.1 and 15.3.2 above, or any Law or other provision of this Lease), without prior
demand or notice except as required by applicable Law, to seek any declaratory, injunctive or other
equitable relief, and specifically enforce this Lease, or restrain or enjoin a violation or breach of
any provision hereof.
15.4. Subleases of Tenant. If Landlord elects to terminate this Lease on account of any
default by Tenant, as set forth in this Article 15, Landlord shall have the right to terminate any and
all subleases, licenses, concessions or other consensual arrangements for possession entered into
by Tenant and affecting the Premises or may, in Landlord's sole discretion, succeed to Tenant's
interest in such subleases, licenses, concessions or arrangements. In the event of Landlord's
election to succeed to Tenant's interest in any such subleases, licenses, concessions or
arrangements, Tenant shall, as of the date of notice by Landlord of such election, have no further
right to or interest in the rent or other consideration receivable thereunder.
15.5. Late Charges. Tenant hereby acknowledges late payment by Tenant to Landlord
of Rent and other sums due thereunder will cause Landlord to incur costs not contemplated by this
Lease, the exact amount of which will be extremely difficult to ascertain. Accordingly, if any Rent
or any other sum due from Tenant shall not be received by Landlord or Landlord's designee by
5:00 p.m on the tenth (1 Oth) day of the month when due, Tenant shall pay to Landlord a late charge
equal to ten percent (10%) of such overdue amount. The parties hereby agree such late charge
represents a fair and reasonable estimate of the cost Landlord will incur by reason of late payment
by Tenant. Acceptance of such late charge by Landlord shall in no event constitute a waiver of
Tenant's default with respect to such overdue amount nor prevent Landlord from exercising any
of the other rights and remedies granted hereunder.
ARTICLE 16:
CONDEMNATION
If the whole or any material part of the Premises or Building shall be taken by power of
eminent domain or condemned by any competent authority for any public or quasi -public use or
purpose, or if any adjacent property or street shall be so taken or condemned, or reconfigured or
vacated by such authority in such manner as to require the use, reconstruction or remodeling of
any part of the Premises or Building, or if Landlord shall grant a deed or other instrument in lieu
of such taking by eminent domain or condemnation, Landlord shall have the option to terminate
this Lease effective as of the date possession is required to be surrendered to the authority. If more
than twenty-five percent (25%) of the rentable square feet of the Premises is taken, or if access to
the Premises is substantially impaired, in each case for a period in excess of one hundred eighty
(180) days, Tenant shall have the option to terminate this Lease effective as of the date possession
is required to be surrendered to the authority. Tenant shall not because of such taking assert any
claim against Landlord or the authority for any compensation because of such taking and Landlord
shall be entitled to the entire award or payment in connection therewith, except that Tenant shall
have the right to file any separate claim available to Tenant for any taking of Tenant's personal
property and fixtures belonging to Tenant and removable by Tenant upon expiration of the Lease
pursuant to the terms of this Lease, and for moving expenses, so long as such claims do not
diminish the award available to Landlord with respect to the Building or Real Property, and such
claim is payable separately to Tenant. Notwithstanding anything in this Article 16 to the contrary,
Landlord and Tenant shall each be entitled to receive fifty percent (501/o) of the "bonus value" of
the leasehold estate in connection therewith, which bonus value shall be equal to the difference
between the Rent payable under this Lease and the sum established by the condemning authority
as the award for compensation for the leasehold. All Rent shall be apportioned as of the date of
such termination. If any part of the Premises shall be taken, and this Lease shall not be so
terminated, the Rent shall be proportionately abated. Notwithstanding anything to the contrary
contained in this Article 16, in the event of a temporary taking of all or any portion of the Premises
for a period of one hundred and eighty (180) days or less, then this Lease shall not terminate but
the Base Rent and additional Rent shall be abated for the period of such taking in proportion to the
ratio that the amount of rentable square feet of the Premises taken bears to the total rentable square
feet of the Premises. Landlord shall be entitled to receive the entire award made in connection with
any such temporary taking.
ARTICLE 17:
SUBORDINATION
17.1. Subordination. This Lease, at Landlord's option, shall be subject and subordinate
to the liens of any, bonds, mortgages, or deeds of trust and to any ground leases now or hereafter
placed on or against the land or improvements, or either thereof, of which the Premises are a part,
or on or against Landlord's interest or estate therein, without the necessity of the execution and
delivery of any further instruments on the part of Tenant to effectuate such subordination. If any
mortgagee or trustee or ground lessor shall elect to have this Lease prior to the lien of its mortgage
or deed of trust or ground lease and shall give written notice thereof to Tenant, this Lease shall be
deemed prior to such mortgage or deed of trust or ground lease, whether this Lease is dated prior
or subsequent to the date of said mortgage or deed of trust or ground lease.
17.2. Subordination Agreements. Tenant covenants and agrees to execute and deliver
within ten (10) business days of request by Landlord, without charge therefor, such further
instruments evidencing such subordination of this Lease to the lien of any such ground leases,
mortgages, deeds of trust, or bond as may be required by Landlord. Tenant covenants and agrees
in the event any proceedings are brought for the foreclosure of any such mortgage, bond holder,
or if any ground lease is terminated, to attorn, without any deductions or set -offs whatsoever, to
the purchaser upon any such foreclosure sale, or to the lessor of such ground lease, as the case may
be, if so requested to do so by such purchaser or lessor, and to recognize such purchaser or lessor
as the lessor under this Lease. Tenant waives the provisions of any current or future statute, rule
or law which may give or purport to give Tenant any right or election to terminate or otherwise
adversely affect this Lease and the obligations of the Tenant hereunder in the event of any
foreclosure proceeding or sale.
ARTICLE 18:
QUIET ENJOYMENT
Landlord agrees Tenant, upon paying Rent and other monetary sums due under this Lease
and performing the covenants and conditions of this Lease, may quietly have, hold and enjoy the
Premises during the Lease Term hereof, subject, however, to the terms, covenants, conditions and
agreements herein referring to subordination and condemnation.
ARTICLE 19:
DELAYS
Whenever Landlord shall be delayed or restricted due to no fault of Landlord in the
performance of any obligation of Landlord herein (including any obligation with respect to the
provision of any service or utility or the performance of work or repairs) by reason of Landlord's
inability to obtain materials, services or labor required for such performance or by reason of any
Law, or by reason of any other cause beyond Landlord's control, Landlord shall be entitled to
extend the time for such performance by a time equal to the extent of the delay or restriction, and
Tenant shall not be entitled to compensation for any inconvenience, nuisance or discomfort
occasioned thereby.
ARTICLE 20:
NON-DISCRIMINATION
20.1. Tenant for themselves, their personal representatives, successors in interest, and
assigns, as a part of the consideration hereof, does hereby covenant and agree that: 1) no person
on the grounds of race, sex, sexual orientation, age, disability, national origin, religion, or military
status shall be excluded from participation in, denied the benefits of, or be otherwise subjected to,
discrimination in the use of said facilities, 2) that in the construction of any improvements on, over,
or under the Premises and the furnishing of services thereon, no person on the grounds of race,
sex, sexual orientation, age, disability, national origin, religion, or military status shall be excluded
from participation in, denied the benefits of, or be otherwise subjected to discrimination.
20.2. Tenant shall provide its accommodations, services, and products on a fair and
equitable basis to all users, without engaging in unjust or discriminatory practices. All pricing shall
be fair, reasonable, and not unjustly discriminatory in accordance with applicable federal and state
laws, including but not limited to the Robinson-Patman Act (15 U.S.C. § 13), the Federal Trade
Commission Act, the Civil Rights Act of 1964, the Americans with Disabilities Act, and the
Washington Law Against Discrimination (RCW 49.60). Notwithstanding the foregoing, the Tenant
may offer reasonable and non-discriminatory discounts, rebates, or other similar price reductions
to volume purchasers, provided such practices comply with the aforementioned laws and do not
adversely affect competition or unlawfully discriminate against protected classes.
20.3. Noncompliance with any part of Article 20 shall constitute a material breach
thereof and, in the event of such noncompliance, Landlord shall have the right to terminate this
Lease and the estate hereby created without liability therefor or, at the election of the Landlord or
the United States, either or both said Governments shall have the right to judicially enforce the
provisions of said Article 20.2.
20.4. Tenant agrees that it shall insert Articles 20.1 — 20.3 in any lease, license, or
sublease agreement by which said Tenant grants a right or privilege to any person, firm, or
corporation to render accommodations and/or services to the public on the Premises herein leased.
ARTICLE 21:
GENERAL PROVISIONS
21.1. Estoppel Certificates. Tenant shall, at any time, upon not less than five (5)
business days written notice from Landlord, execute, acknowledge and deliver to Landlord a
statement in writing (i) certifying this Lease is unmodified and in full force and effect (or if
modified, stating the nature of the modification) and the date to which the Rent is paid in advance,
(ii) acknowledging there are not, to Tenant's knowledge, any uncured defaults on the part of
Landlord thereunder or specifying such default if any exist, and (iii) containing such other
information reasonably requested by Landlord or Landlord's mortgagee or Landlord's prospective
mortgagees or buyers. If Tenant fails to execute and deliver such statement within five (5)
business days, it shall be deemed conclusively to have acknowledged the accuracy of the matter
set forth in Landlord's statement. Upon request from time to time, Tenant agrees to provide to
Landlord, within ten (10) days after Landlord's delivery of written request therefor, current
financial statements for Tenant, dated no earlier than one (1) year prior to such written request,
certified as accurate by Tenant or, if available, audited financial statements prepared by an
independent certified public accountant with copies of the auditor's statement. If any Guaranty is
executed in connection with this Lease, Tenant also agrees to deliver to Landlord, within ten (10)
days after Landlord's delivery of written request therefor, current financial statements of the
Guarantor in a form consistent with the foregoing criteria.
21.2. Transfer of Landlord's Interest. Tenant acknowledges that Landlord has the right
to transfer all or any portion of its interest in the Premises and in this Lease, and Tenant agrees that
in the event of any such transfer, Landlord shall automatically be released from all liability under
this Lease and Tenant agrees to look solely to such transferee for the performance of Landlord's
obligations hereunder after the date of transfer and such transferee shall be deemed to have fully
assumed and be liable for all obligations of this Lease to be performed by Landlord, including the
return of any Security Deposit, and Tenant shall attorn to such transferee.
21.3. Captions. Article and paragraph captions are for convenience only and are not a
part of this Lease and shall not be used for interpretation or construction of this Lease.
21.4. Time of Essence. Time is of the essence hereof. Unless otherwise stated herein,
any proposed or required time period of five (5) days or less shall mean business days and any
proposed or required time periods of six (6) days or more shall mean calendar days, including
Federal Holidays and weekends. For periods going by business days, when ending on a weekend
or Federal Holiday, the time period shall extend to the next business day and business days shall
end at 5:00 P.M, Pacific Time.
21.5. Severability. The invalidity of any provision of this Lease, as determined by a
court of competent jurisdiction, shall in no way affect the validity of any other provision hereof.
21.6. Entire Agreement. This Lease, along with any exhibits or attachments hereto,
constitutes the entire agreement between the parties relative to the Premises and there are no oral
agreements or representations between the parties with respect to the subject matter hereof. This
Lease supersedes and cancels all prior agreements and understandings with respect to the subject
matter hereof. This Lease may be modified only in writing, signed by the parties in interest at the
time of the modification.
21.7. Recording. This Lease shall not be recorded and any recordation shall be a breach
under this Lease.
21.8. Waiver. No provision of this Lease shall be deemed waived by either party unless
expressly waived in a writing. The waiver by either party of any breach of any term, covenant or
condition herein contained shall not be deemed to be a waiver of any subsequent breach of same
or any other term, covenant or condition herein contained. The subsequent acceptance of Rent
hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of
any term, covenant or condition of this Lease, other than the failure of Tenant to pay the particular
Rent so accepted, regardless of Landlord's knowledge of such preceding breach at the time of
acceptance of such Rent. No acceptance of a lesser amount than the Rent herein stipulated shall
be deemed a waiver of Landlord's right to receive the full amount due, nor shall any endorsement
or statement on any check or payment or any letter accompanying such check or payment be
deemed an accord and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the full amount due. No receipt of monies by Landlord
from Tenant after the termination of this Lease shall in any way alter the length of the Term or of
Tenant's right of possession hereunder, or after the giving of any notice shall reinstate, continue or
extend the Lease Term or affect any notice given Tenant prior to the receipt of such monies, it
being agreed that after the service of notice or the commencement of a suit, or after final judgment
for possession of the Premises, Landlord may receive and collect any Rent due, and the payment
of said Rent shall not waive or affect said notice, suit or judgment. Tenant's payment of any Rent
hereunder shall not constitute a waiver by Tenant of any breach or default by Landlord under this
Lease nor shall Landlord's payment of monies due Tenant hereunder constitute a waiver by
Landlord of any breach or default by Tenant under this Lease.
21.9. Force Maieure. Any delay in the performance of any obligation under this Lease
shall be excused, if and so long as the performance of the obligation is prevented, delayed or
otherwise hindered by any act not within the control of a party such as fire, cyber/ransomware
attack, earthquake, flood, explosion, actions of the elements, war, riots, mob violence, strikes,
lockouts, and orders of military authority; provided, however, the foregoing shall not excuse
Tenant from the timely payment of Base Rent, Additional Rent or other sums due hereunder, when
due.
21.10. Binding Effect; Choice of Law. Subject to any provisions hereof restricting
assigning or subletting by Tenant and subject to the provisions for the transfer of Landlord's
interest, this Lease shall bind the parties, their successors and assigns. This Lease shall be
governed by the laws of the State of Washington.
21.11. Holding Over. If Tenant remains in possession of all or any part of the Premises
after the expiration of the Term hereof, with or without the consent of Landlord, such tenancy shall
be from month -to -month only, and not a renewal hereof or an extension for any further term, on
the same terms and conditions as provided herein, except only as to the Term; provided, however,
during such period as a tenant from month -to -month, Tenant shall pay Base Rent at double the rate
payable for the month immediately preceding the date of termination of this Lease and, in addition,
Tenant shall reimburse Landlord for all damages sustained by it by reason of Tenant's occupying
the Premises past the termination date. If Tenant's occupation of the Premises continues for more
than sixty (60) days past the termination date, Landlord shall also be entitled to consequential as
well as direct damages from the termination date.
21.12. Entry by Landlord. Landlord and its agents shall have the right to enter the
Premises at all reasonable times (without notice in the event of emergency and if no emergency
and it is reasonable 24 hours notice) for the purpose of examining or inspecting the same and any
other services to be provided by Landlord or Tenant thereunder, to show the same to prospective
purchasers of the Building and make such alterations, repairs, improvements or additions to the
Premises or to the Building of which they are a part as Landlord may deem necessary or desirable.
Tenant shall permit Landlord to show the Premises to prospective tenants during the last six
(6) months of the Term hereof or any renewal thereof. If Tenant shall not be personally present to
open and permit an entry into the Premises at any time when such entry by Landlord is necessary
or permitted thereunder, Landlord may enter by means of master key without liability to Tenant
except for any failure to exercise due care for Tenant's property, and without affecting this Lease.
If, during the last month of the Term hereof, Tenant shall have removed substantially all of its
property from the Premises, Landlord may immediately enter and alter, renovate and redecorate
the Premises without elimination or abatement of rent or incurring liability to Tenant for any
compensation.
21.13. Corporate Authority. If Tenant is a corporation, limited liability company or
partnership, each individual executing this Lease on behalf of Tenant represents and warrants he
is duly authorized to execute and deliver this Lease on behalf of Tenant in accordance with the by-
laws, duly adopted Board of Directors resolution or other governing documents of said entity, and
this Lease is binding upon Tenant in accordance with its terms. Tenant hereby confirms that it is
not in violation of any executive order or Law which prohibits terrorism or transactions with
suspected or confirmed terrorists or terrorist entities or with persons or organizations that are
associated with, or that provide any form of support to, terrorists. Tenant further hereby confirms
that Tenant shall comply throughout the Lease Term with all applicable Laws governing
transactions or business dealings with any suspected or confirmed terrorists or terrorist entities, as
identified from time to time by the U.S. Treasury Department's Office of Foreign Assets Control
or any other applicable governmental entity.
21.14. Notices. Any notice required or permitted to be given hereunder may be served
by a party or its attorney and must be in writing and shall be deemed to be given (i) when hand
delivered, or (ii) one (1) business day after pickup by a reputable overnight express service, or
(iii) when transmitted by electronic mail (provided however that any facsimile or email
transmission initiated after 5:00 PM on a weekday, or at any time on a Saturday, Sunday or legal
holiday, shall be deemed delivered on the following business day), but only if confirmation of the
receipt of same is noted upon transmission of same by e-mail records and a counterpart of such
notice is also delivered pursuant to one of the two manners specified in subsections (i) or (ii) of
this Section 21.14, in any case addressed to the parties at their respective addresses set forth below:
LANDLORD
TENANT
City of Auburn
The Auburn Food Bank
Attn: Josh Arndt / Real Estate Manager
Attn: Debbie Christen / Executive Director
25 W Main St.
PO Box 464
Auburn, WA 98001
Auburn, WA 98071
253.288.4325
253.833.8925
Jarndt@Auburnwa.gov
Debbiec@theaubumfoodbank.org
With Copies To:
City of Auburn
Attn: City Attorney
25 W Main St
Auburn, WA 98001
253.804.3108
21.15. Real Estate Broker. Tenant represents Tenant has dealt directly and only with
the real estate brokers or agents specified in Section 11 of the Summary as brokers ("Brokers") in
connection with this Lease, and insofar as Tenant knows, no other broker negotiated or participated
in the negotiations of this Lease, or submitted or showed the Premises, or is entitled to any
commission in connection herewith. Tenant agrees to indemnify and defend Landlord against and
hold Landlord harmless from any and all Claims with respect to any leasing commission or
equivalent compensation alleged to be owing on account of Tenant's dealings with any real estate
broker or agent other than the Broker(s) in connection with this Lease.
21.16. Parking. Tenant shall have the right at no additional charge to reserve the non -
handicapped parking stalls depicted as "AFB Reserved Parking", located in the southernmost
portion of the Surface Parking Area depicted in Exhibit B. Tenant's right to use the AFB Reserved
Parking stalls or any other parking spaces located in the Surface Parking Area is conditioned upon
Tenant abiding by the Parking Rules and Regulations which are in effect, and attached in Exhibit C
and which may be amended from time -to -time at the discretion of the Landlord. Tenant shall also
bear the responsibility to ensure Tenant's employees, volunteers, officials, and visitors also comply
with the Parking Rules and Regulations. Landlord specifically reserves the right to change the size,
configuration, design, layout, location and all other aspects of the Surface Parking Areas, and
Tenant acknowledges and agrees that Landlord may, without incurring any liability to Tenant and
without any abatement of Rent under this Lease, from time to time, close -off or restrict access to
some or all of the Surface Parking Areas or relocate Tenant's parking spaces to other parking areas
within a reasonable distance of the Building so long as total parking spaces available to Tenant are
not decreased.
21.17. Sign Rights. Subject to Landlord's consent requirements, Tenant shall be entitled
to install a fagade sign above Tenant's Premises and have placement upon the Pylon sign(s).
Placement of Tenant's signage upon the Pylon sign shall be at the size and placement of Landlord's
choosing. Tenant may also request approval to utilize additional signage including window and
other store front signs, and other signage located on the Building, or Property ("Additional
Signage"). Consent and location of any Additional Signage by Tenant will be at the Landlord's
sole discretion. All such permitted signage must comply with all applicable Law and use Building
standard materials and lettering. Landlord shall not be required to notify Tenant of whether it
consents to any sign(s) until it (a) has received detailed, to -scale drawings thereof specifying
design, material composition, color scheme, and method of installation, and (b) has had a
reasonable opportunity to review them but no more than ten (10) business days. Upon surrender
or vacation of the Premises, Tenant shall have removed all signs and repair, paint, and/or replace
the building facia surface to which its signs are attached to its preexisting condition. Tenant shall
obtain all applicable governmental permits and approvals for sign and exterior treatments, pay for
the cost of the initial installation of such permitted signage, as well as the cost of any changes
thereto.
21.18. Joint and Several. If there is more than one Tenant, the obligations imposed
upon Tenant under this Lease shall be joint and several.
21.19. Jurisdiction — Construction of Lease. The laws of the State of Washington shall
govern the validity, performance and enforcement of this Lease. King County, Washington shall
be the venue of any action arising out of this Lease. Although the printed provisions of this Lease
were prepared and drawn by Landlord, this Lease shall not be construed either for or against
Landlord or Tenant, but its construction shall be at all times in accord with the general tenor of the
language so as to reach a fair and equitable result.
21.20. Waiver of Jury Trial & Damages. TENANT AND LANDLORD EACH
HEREBY EXPRESSLY, IRREVOCABLY, FULLY AND FOREVER RELEASES, WAIVES
AND RELINQUISHES ANY AND ALL RIGHT TO TRIAL BY JURY. THE PARTIES
EXPRESSLY, IRREVOCABLY, FULLY AND FOREVER RELEASES, WAIVES AND
RELINQUISHES ANY AND ALL RIGHT TO RECEIVE PUNITIVE, EXEMPLARY AND
CONSEQUENTIAL DAMAGES (EXCEPT AS PROVIDED IN SECTION 21.11) FROM THE
OTHER (OR ANY PAST, PRESENT OR FUTURE BOARD MEMBER, TRUSTEE,
DIRECTOR, OFFICER, EMPLOYEE, AGENT, REPRESENTATIVE, OR ADVISOR OF
LANDLORD) IN ANY CLAIM, DEMAND, ACTION, SUIT, PROCEEDING OR CAUSE OF
ACTION IN WHICH THE TENANT AND LANDLORD ARE PARTIES, WHICH IN ANY WAY
(DIRECTLY OR INDIRECTLY) ARISES OUT OF, RESULTS FROM OR RELATES TO ANY
OF THE FOLLOWING, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING AND WHETHER BASED ON CONTRACT OR TORT OR ANY OTHER LEGAL
BASIS: THIS LEASE; ANY PAST, PRESENT OR FUTURE ACT, OMISSION, CONDUCT OR
ACTIVITY WITH RESPECT TO THIS LEASE; ANY TRANSACTION, EVENT OR
OCCURRENCE CONTEMPLATED BY THIS LEASE; THE PERFORMANCE OF ANY
OBLIGATION OR THE EXERCISE OF ANY RIGHT UNDER THIS LEASE; OR THE
ENFORCEMENT OF THIS LEASE. TENANT AND LANDLORD EACH AGREES THAT
THIS LEASE CONSTITUTES WRITTEN CONSENT THAT TRIAL BY JURY SHALL BE
WAIVED IN ANY SUCH CLAIM, DEMAND, ACTION, SUIT, PROCEEDING OR OTHER
CAUSE OF ACTION AND AGREES THAT TENANT AND LANDLORD EACH SHALL HAVE
THE RIGHT AT ANY TIME TO FILE THIS LEASE WITH THE CLERK OR JUDGE OF ANY
COURT IN WHICH ANY SUCH CLAIM, DEMAND, ACTION, SUIT, PROCEEDING OR
OTHER CAUSE OF ACTION MAY BE PENDING AS STATUTORY WRITTEN CONSENT TO
WAIVER OF TRIAL BY JURY IN ACCORDANCE WITH RULES AND PROCEDURES OF
ANY COURT.
21.21. Security Measures. Tenant hereby acknowledges that Landlord shall have no
obligation whatsoever to provide guard service or other security measures for the benefit of the
Premises or the Building, and Landlord shall have no liability to Tenant due to its failure to provide
such services. Tenant assumes all responsibility for the protection of Tenant, its agents, employees,
contractors and invitees and the property of Tenant and of Tenant's agents, employees, contractors
and invitees from acts of third parties. Nothing herein contained shall prevent Landlord, at
Landlord's sole option, from implementing security measures for the Building any part thereof, in
which event Tenant shall participate in such security measures and the cost thereof shall be
included within the definition of Operating Expenses, and Landlord shall have no liability to
Tenant and its agents, employees, contractors and invitees arising out of Landlord's negligent
provision of security measures.
21.22. Easements. Landlord reserves to itself the right, from time to time, to grant such
easements, rights and dedications that Landlord deems necessary or desirable, and to cause the
recordation of parcel maps and restrictions, so long as such easements, rights, dedications, maps
and restrictions do not unreasonably interfere with the use of the Premises by Tenant. Tenant shall
sign any of the aforementioned documents within ten (10) days after Landlord's request, and
Tenant's failure to do so shall constitute a material default by Tenant. The obstruction of Tenant's
view, air, or light by any structure erected in the vicinity of the Building, whether by Landlord or
third parties, shall in no way affect this Lease or impose any liability upon Landlord.
21.23. Transportation Management. Tenant shall fully comply, at its sole expense,
with all present or future programs implemented or required by any governmental or quasi -
governmental entity or Landlord to manage parking, transportation, air pollution, or traffic in and
around the Building in the area in which the Building is located.
21.24. Attorney's Fees. If either party shall retain an attorney for the purpose of
collecting any amount due from the other party, or for the purpose of enforcing a default in any
other terms or provision of this Lease, the party shall pay the fees of such attorney for the attorney's
services regardless of the fact that no legal proceeding or action may have been filed or
commenced.
21.25. Porter Services. Tenant, in recognition of the terms and conditions provided for
in this Lease, shall provide porter services ("Porter Services") to the Property. Such Porter Services
shall include the tasks and be performed at the intervals set forth in attached Exhibit E. If Tenant
fails to perform the Porter Services in accordance with the standards set forth herein and such
failure continues for more than ten (10) days after written notice from Landlord, Landlord may, at
its option, (i) cause such Porter Services to be performed by Landlord or a contractor selected by
Landlord, and/or (ii) increase the Base Rent by an amount reasonably equivalent to the costs
incurred by Landlord in providing such services. Tenant's failure to provide Porter Services, and
any resulting increase in Base Rent, shall in no way limit or relieve Tenant's obligation to pay its
proportionate share of such costs as part of the Operating Expenses under this Lease.
Attachments:
EXHIBIT A — Legal Description of the Property
EXHIBIT B — Depiction of the Premises & Reserved Parking
EXHIBIT C — Building / Parking Rules & Regulations
EXHIBIT D — Tenant Work Letter
EXHIBIT E — Porter Services
[SIGNATURES ON THE FOLLOWING PAGES)
TENANT:
The Auburn Food Bank
Debbie Christian — Executive Director
STATE OF WASHINGTON )
ss.
County of )
The undersigned Notary Public hereby certifies: That on this 0 day of
b�-CEM RER. , 2025, personally appeared before me Debbie Christian, Executive Director of
The Auburn Food Bank, to me known to be the individual described in and who executed the
within instrument, and acknowledged that he/she signed and sealed the same as his/her free and
voluntary act and deed, for the purposes and uses therein mentioned, and on oath stated that
he/she was duly authorized to execute said document on behalf of The Auburn Food Bank.
In Witness Whereof I have hereunto set my hand and affixed my official seal the
day and year first above written.
11
OR,B 3 COO�,��'.
Notary Public in and for the State o ] AJ i Al
NOTARY _ Residing at YiCV4-1 Lwp
co:My commission expires .3 �pT— 9 , 2n 2b
PUBLIC (P 2
EXPIR�S��'�0% .
r%`%
LANDLORD:
City of Auburn
STATE OF WASHINGTON )
) ss.
County of 1,v C1 )
The undersigned Notary Public hereby certifies: That on this 15 day of ®eCernher ,
2025, personally appeared before me Nancy Backus, Mayor, , to me known to be the individual
described in and who executed the within instrument, and acknowledged that he/she signed and
sealed the same as his/her free and voluntary act and deed, for the purposes and uses therein
mentioned, and on oath stated that he/she was duly authorized to execute said document on behalf
of the City of Auburn.
In Witness Whereof I have hereunto set my hand and affixed my official seal the day and
year first above written.
State of Washington
HANNAH SCHOLL
LICENSE # 202199
MY COMMISSION EXPIRES
SEPTEMBER 19, 2026
' -0��4e'7Aa
Notary Public in and for the State of Washington,
Residing at PRAM yn
My commission expires Oct - 90i - 2-DZU
EXHIBIT A
Legal Description of the Property
Lot B, City of Auburn Short Plat Number SP-3-78, recorded under Recording No. 7806150922,
being a correction of Short Plat -recorded under Recording No. 7803060927, in King County,
Washington;
Except that portion thereof deeded to Ting County, by deed recorded under Recording No.
20240523000022.
Situate in the City of Auburn, County of King, State of Washington.
EXHIBIT B
Depiction of the Premises & AEB Reserved Parking
cz,
T3 n 0 tj 0 ❑ 13 13 11 13 cl U The Auburn Food Bi
Premises
(3 Li 0 0� 6,047 Square Fell,
IM M cl 3:1
cl El
Lj
El 13 Q a Q D Q a (3 D 0 13 Of
.1 M M
AFB Re:
# � I i � � �I � _,_? i ��1 I I IT ►Fn ITI-A'U1111 H i
Auburn Resource Center Site Plan
/T-\ PLA�'WITA CA-
V---7 _q1M If,
Id
Parking
EXHIBIT C
Building / Parking Rules & Regulations
Except to the extent that these Rules and Regulations conflict with any express provision
of the Lease, or to the extent the rule is inconsistent with or unreasonably interferes with the
exercise of Tenant's rights under their Lease, Tenant shall faithfully observe and comply with
the following Building Rules and Regulations and the Parking Rules and Regulations. Landlord
shall not be responsible to Tenant for the nonperformance of any of said Rules and Regulations
and/or the Parking Rules and Regulations or otherwise with respect to the acts or omissions of any
other tenants or occupants of the Building and/or the Real Property.
1. Tenant shall not place any lock(s) on any door, or install any security system
(including, without limitation, card key systems, alarms or security cameras), in the Premises
without Landlord's prior written consent, which consent shall be entirely at the Landlord's
discretion. If consent is given, then Landlord shall have the right to retain at all times and to use
keys or other access codes or devices to all locks and/or security systems within and to the
Premises. A reasonable number of keys to the locks on the entry doors of the Premises shall be
furnished by Landlord to Tenant at Tenant's cost, and Tenant shall not make any duplicate keys.
All keys shall be returned to Landlord at the expiration or earlier termination of the Lease. Further,
if and to the extent Tenant re -keys, re -programs or otherwise changes any locks in or for the
Premises, all such locks and key systems must be consistent with the master lock and key system
at the Building, all at Tenant's sole cost and expense.
2. Landlord shall have the right to control and operate the public portions of the
Building and Real Property, the public facilities heating and air conditioning, and any other
facilities furnished for the common use of tenants, in such manner as is customary for comparable
buildings in the vicinity of the Building.
3. No signs, advertisements or notices shall be painted or affixed to windows, doors
or other parts of the Building, except those of such color, size, style and in such places as are first
approved in writing by Landlord. Landlord shall have the right to remove any signs,
advertisements, and notices not approved in writing by Landlord without notice to and at the
expense of Tenant.
4. Tenant shall not disturb (by use of any television, radio or musical instrument,
making loud or disruptive noises, creating offensive odors or otherwise), solicit, or canvass any
occupant of the Building and/or the Real Property and shall cooperate with Landlord or Landlord's
agents to prevent same.
5. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any
purpose other than that for which they were constructed, and no foreign substance of any kind
whatsoever shall be thrown therein. The expense of any breakage, stoppage or damage resulting
from the violation of this rule shall be borne by the tenant who, or whose employees or invitees,
shall have caused it.
6. Tenant shall not overload the floor of the Premises. Tenant shall not mark, drive
nails or screws, or drill into the partitions, woodwork or plaster or in any way deface the Premises
or any part thereof without Landlord's consent first had and obtained; provided, however,
Landlord's prior consent shall not be required with respect to Tenant's placement of pictures and
other normal office wall hangings on the interior walls of the Premises (but at the end of the Lease
Term, Tenant shall repair any holes and other damage to the Premises resulting therefrom).
7. Except for vending machines intended for the sole use of Tenant's employees and
invitees, no vending machine or machines of any description other than fractional horsepower
office machines shall be installed, maintained or operated upon the Premises without the written
consent of Landlord. Tenant shall not install, operate or maintain in the Premises or in any other
area of the Building, electrical equipment that would overload the electrical system beyond its
capacity for proper, efficient and safe operation as determined solely by Landlord.
8. Tenant shall not use any method of heating or air conditioning other than that which
may be supplied by Landlord, without the prior written consent of Landlord. Tenant shall not
furnish cooling or heating to the Premises, including, without limitation, the use of electronic or
gas heating devices, portable coolers (such as "move n cools") or space heaters, without Landlord's
prior written consent, and any such approval will be for devices that meet federal, state and local
code.
9. No flammable, explosive or dangerous fluids or substances shall be used or kept by
Tenant in the Premises, Building and/or about the Property, except for those substances as are
typically found in similar premises used for general office purposes and are being used by Tenant
in a safe manner and in accordance with all applicable Laws, rules and regulations. Tenant shall
not, without Landlord's prior written consent, use, store, install, spill, remove, release or dispose
of, within or about the Premises or any other portion of the Property, any asbestos -containing
materials or any solid, liquid or gaseous material now or subsequently considered toxic or
hazardous under the provisions of 42 U.S.C. Section 9601 et seq. or any other applicable
environmental Laws which may now or later be in effect. Tenant shall comply with all Laws
pertaining to and governing the use of these materials by Tenant, and shall remain solely liable for
the costs of abatement and removal.
10. Tenant shall not use, keep or permit to be used or kept, any foul or noxious gas or
substance in or on the Premises, or permit or allow the Premises to be occupied or used in a manner
offensive or objectionable to Landlord or other occupants of the Building and/or the Property by
reason of noise, odors, or vibrations, or interfere in any way with other tenants or those having
business therewith.
11. Tenant shall not bring into or keep within the Property, the Building or the Premises
any animals (except those assisting handicapped persons), birds or fish tanks. Vehicles are only
permitted in the Parking Areas and are not permitted in the Building.
12. Except as permitted in connection with Tenant's Permitted Uses in Section 4.1 of
the Lease, Tenant shall not use or occupy the Premises in any manner or for any purpose which
might injure the reputation or impair the present or future value of the Premises, the Building
and/or the Property. Except as permitted in connection with Tenant's Permitted Uses in Section
4.1 of the Lease, Tenant shall not use or permit any part of the Premises to be used, for lodging,
sleeping or for any illegal purpose.
13. Except as reasonably necessary in connection with Tenant's Permitted Uses in
Section 4.1 of the Lease, no cooking shall be done or permitted by Tenant on the Premises, nor
shall the Premises be used for the storage of merchandise or for any improper, objectionable or
immoral purposes. Notwithstanding the foregoing, Underwriters' laboratory -approved equipment
and microwave ovens may be used in the Premises for heating food and brewing coffee, tea, hot
chocolate and similar beverages, provided that such use is in accordance with all applicable Laws
and does not cause odors which are objectionable to Landlord and other tenants.
14. Landlord will approve where and how communication wires and other cabling are
to be introduced to the Premises. No boring or cutting for wires shall be allowed without the
consent of Landlord. The location of telephone, call boxes and other office equipment and/or
systems affixed to the Premises shall be subject to the approval of Landlord. Tenant shall not use
more than its proportionate share of telephone lines and other telecommunication facilities
available to service the Building.
15. Landlord reserves the right to exclude or expel from the Building and/or the
Property any person who, in the judgment of Landlord, is intoxicated or under the influence of
liquor or drugs, or who shall in any manner do any act in violation of any of these Rules and
Regulations or cause harm to Building occupants and/or Property.
16. All contractors, contractor's representatives and installation technicians performing
work in the Building or at the Property shall be licensed and bonded and subject to Landlord's
prior approval, which approval shall not be unreasonably withheld, and shall be required to comply
with Landlord's standard rules, regulations, policies and procedures, which may be revised from
time to time.
17. Tenant at all times shall maintain the entire Premises in a neat and clean manner,
free of debris. Tenant shall not place items, including, without limitation, any boxes, files, trash
receptacles or loose cabling or wiring, in or near any window to the Premises which would be
visible anywhere from the exterior of the Premises.
18. All of Tenant's recyclables, trash and garbage shall be placed in the disposal bins
or receptacles designated for the Building in the ordinary and customary manner in the city in
which the Property is located without violation of any law or ordinance governing such disposal.
19. Tenant shall comply with all safety, fire protection and evacuation procedures and
regulations established by Landlord or any governmental agency.
20. Tenant shall assume any and all responsibility for protecting the Premises from
theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the
Premises closed, when the Premises are not occupied, or when the entry to the Premises is not
manned by Tenant on a regular basis.
21. No awnings or other projection shall be attached to the outside walls of the Building
without the prior written consent of Landlord. No curtains, blinds, shades or screens shall be
attached to or hung in, or used in connection with, any window or door of the Premises without
the prior written consent of Landlord. The sashes, sash doors, skylights, windows, and doors that
reflect or admit light and air into the halls, passageways or other public places in the Building shall
not be covered or obstructed by Tenant, nor shall any bottles, parcels or other articles be placed on
the windowsills. All electrical ceiling fixtures hung in offices or spaces along the perimeter of the
Building must be of a quality, type and design approved by Landlord.
22. Tenant shall comply with any non-smoking ordinance adopted by any applicable
governmental authority. Neither Tenant nor its agents, employees, contractors, guests or invitees
shall smoke or permit smoking in the Premises and/or the Common Areas, unless the Common
Areas have been declared a designated smoking area by Landlord, nor shall the above parties allow
smoke from the Premises to emanate into the Common Areas or any other part of the Building.
Landlord shall have the right to designate the Building (including the Premises) as a non-smoking
building.
23. Tenant shall not take any action which would violate Landlord's labor contracts or
which would cause a work stoppage, picketing, labor disruption or dispute, or interfere with
Landlord's or any other tenant's or occupant's business or with the rights and privileges of any
person lawfully in the Building ("Labor Disruption"). Tenant shall take the actions necessary to
resolve the Labor Disruption, and shall have pickets removed and, at the request of Landlord,
immediately terminate any work in the Premises that gave rise to the Labor Disruption, until
Landlord gives its written consent for the work to resume, and Tenant shall have no claim for
damages against Landlord or any of its trustees, members, principals, beneficiaries, partners,
officers, directors, employees, mortgagees, or agents in connection therewith.
24. No tents, shacks, temporary or permanent structures of any kind shall be allowed
on the Property. No personal belongings may be left unattended in any portion of the Property.
25. Landlord shall have the right to prohibit the use of the name of the Building or
Property or any other publicity by Tenant that in Landlord's sole opinion may impair the reputation
of the Building or Property or the desirability thereof. Upon written notice from Landlord, Tenant
shall refrain from and discontinue such publicity immediately.
26. Landlord shall have the right to designate and approve standard window coverings
for the Premises and to establish rules to assure that the Building presents a uniform exterior
appearance. Tenant shall ensure, to the extent reasonably practicable, that window coverings are
closed on windows in the Premises while they are exposed to the direct rays of the sun.
27. Tenant shall at all times cooperate with Landlord in preserving an appropriate
image for the Building in Landlord's judgment.
Parking Rules & Regulations
1. Vehicles must be parked entirely within the stall lines painted on the floor, only as
expressly permitted, with small cars parked in areas reserved for small cars and Commercial
Vehicles in areas reserved for Commercial Vehicles.
2. All directional signs and arrows must be observed.
3. The speed limit shall be 5 miles per hour.
4. Parking spaces reserved for handicapped persons must be used only by vehicles
properly designated.
5. Parking is prohibited in all areas not expressly designated for parking, including
without limitation:
(a) areas not striped for parking;
(b) aisles;
(c) where "no parking" signs are posted;
(d) ramps; and
(e) loading zones.
6. Every parker is required to park and lock his/her own car.
7. Landlord shall not be liable for loss of or damage to any vehicle or any contents of
such vehicle or accessories to any such vehicle, or any property left in any of the Surface Parking
Areas, resulting from fire, theft, vandalism, accident, conduct of other users of the Surface Parking
Areas and other persons, or any other casualty or cause. Further, Tenant understands and agrees
that: (i) Landlord will not be obligated to provide any traffic control, security protection for the
Surface Parking Areas; (ii) Tenant uses the Surface Parking Areas at its own risk; and (iii) Landlord
will not be liable for personal injury or death, or theft, loss of or damage to property. Tenant
indemnifies and agrees to hold Landlord and its agents, employees, officials, and electees harmless
from and against any and all claims, demands, and actions arising out of the use of the Surface
Parking Areas by Tenant and its employees and agents, whether brought by any of such persons
or any other person.
8. Washing, waxing, cleaning or servicing of any vehicle by the customer and/or its
agents is prohibited.
9. Tenant agrees to acquaint all persons to whom Tenant assigns a parking space with
these Parking Rules and Regulations.
10. Tenant will ensure that any vehicle parked in any of the parking spaces will be kept
in proper repair and will not leak excessive amounts of oil or grease or any amount of gasoline. If
any of the parking spaces are at any time used (i) for any purpose other than parking as provided
above, (ii) in any way or manner not permitted by Section 21.16 and reasonably objectionable to
Landlord, or (iii) by Tenant after default by Tenant under the Lease, Landlord, in addition to any
other rights otherwise available to Landlord, may consider such default an event of default under
the Lease.
11. Tenant's right to use the Surface Parking Areas will be in common with other
tenants of the Property and with other parties permitted by Landlord to use the Surface Parking
Areas. Landlord reserves the right to assign and reassign, from time to time, particular parking
spaces for use by persons selected by Landlord, provided that Tenant's rights under the Lease are
preserved. Landlord will not be liable to Tenant for any unavailability of Tenant's designated
spaces, if any, nor will any unavailability entitle Tenant to any refund, deduction, or allowance.
Tenant will not park in any numbered space or any space designated as: RESERVED,
HANDICAPPED, VISITORS ONLY, or LIMITED TIME PARKING (or similar designation).
12. If the Surface Parking Areas are damaged or destroyed, or if the use of the Surface
Parking Areas is limited or prohibited by any governmental authority, or the use or operation of
the Surface Parking Areas is limited or prevented by strikes or other labor difficulties or other
causes beyond Landlord's reasonable control, Tenant's inability to use the parking spaces will not
subject Landlord to any liability to Tenant and will not relieve Tenant of any of its obligations
under the Lease and the Lease will remain in full force and effect. Tenant will pay to Landlord
upon demand, and Tenant indemnifies Landlord against, any and all loss or damage to the Surface
Parking Areas, or any equipment, fixtures, or signs used in connection with the Parking Areas and
any adjoining buildings or structures caused by Tenant or any of its employees and agents.
13. Tenant has no right to assign or sublicense any of its rights in the Surface Parking
Areas, except as part of a permitted assignment or sublease of the Lease; however, Tenant may
allocate the parking passes among its employees.
Tenant shall be responsible for the observance of all of the Rules and Regulations and
Parking Rules and Regulations in this Exhibit C by Tenant's employees, agents, clients, customers,
invitees and guests. Landlord may waive any one or more of the Rules and Regulations and/or
Parking Rules and Regulations for the benefit of any particular tenant or tenants, but no such
waiver by Landlord shall be construed as a waiver of such Building / Parking Rules and
Regulations in favor of any other tenant or tenants, nor prevent Landlord from thereafter enforcing
any such Building/Parking Rules or Regulations against any or all tenants of the Building and/or
the Property. Landlord reserves the right at any time to change or rescind any one or more of
these Building / Parking Rules and Regulations or to make such other and further reasonable
Building / Parking Rules and Regulations that in Landlord's judgment may be necessary for the
management, safety, care and cleanliness of the Premises, Building and Property, and for the
preservation of good order therein, as well as for the convenience of other occupants and tenants
therein. Tenant shall be deemed to have read these Building/Parking Rules and Regulations and
to have agreed to abide by them as a condition of its occupancy of the Premises.
EXHIBIT D
Work Letter
This Work Letter to Standard Lease ("Work Letter") shall set forth the terms and conditions
relating to the construction of the Premises, tenant improvements, alterations and additions under
Section 9. All references in this Work Letter to the "Lease" shall mean the relevant portions of
the Lease to which this Work Letter is attached as Exhibit D.
SECTION 1
General Construction of the Premises
Tenant shall accept (i) the base, shell, and core of the Premises and of the floor of the
Building on which the Premises is located (collectively, the "Base, Shell, and Core") and (ii) the
Premises in their current "AS IS" condition existing as of the date of the Lease and the
Commencement Date. Unless otherwise agreed to as part of this Lease, Tenant shall be fully
responsible for the cost, expense, and management of any alterations or improvements related to,
or required for, Tenants occupancy and use of the Premises, Building, or Property. Landlord agrees
to provide Tenant with copies or access to copies of existing Building plans and architectural &
construction drawings it possesses which include the Premises within five (5) business days of
execution of the Lease.
SECTION 2
Tenant Improvements
2.1. Tenant shall pay for the costs of the design, permitting and construction of Tenant's
improvements which are permanently affixed to the Premises (collectively, the "Tenant
Improvements") throughout the Lease Term. The remaining Sections of this Work Letter shall
apply equally each time any Significant Tenant Improvements are made to the Premises as defined
below in Section 2.1.1 of this Work Letter.
2.2. For any alteration or improvement which the Tenant desires to make to the Premises,
Tenant shall provide to Landlord a written statement describing the proposed
alterations/improvements in a manner that clearly defines the type, size, scope, work, and location.
Within ten (10) business days of receipt, Landlord shall notify Tenant whether such proposed
alteration or improvement requires strict compliance with the remaining Sections of this Work
Letter ("Significant Tenant Improvement"). For any proposed alteration or improvement which
the Landlord does not consider to be a Significant Tenant Improvement, the Landlord shall within
such ten (10) day period designate, whether Tenant will need to engage design professionals to
prepare construction drawings for review, whether submission of a Space Plan is required for
Landlord's review, whether it must comply with any of Sections 4.2.4, 4.3 and 4.4 of this Work
Letter, as part of Landlord's written consent as required under Section 9.1 of the Lease.
SECTION 3
Construction Drawings
3.1. Selection of Architect/Construction Drawings. Tenant shall retain an architect/space
planner (the "Architect") to prepare the Construction Drawings and Final Space Plan, subject to
Landlord's reasonable approval. Tenant shall retain the engineering consultants (the "Engineers"),
also subject to Landlord's reasonable approval, to prepare all plans and engineering working
drawings relating to the structural, mechanical, electrical, plumbing, HVAC, life safety, and
sprinkler work in the Premises, which work is not part of the Base, Shell, and Core work. The
plans and drawings to be prepared by Architect and the Engineers hereunder shall be known
collectively as the "Construction Drawings." All Construction Drawings shall be subject to
Landlord's approval. Tenant and Architect shall verify, in the field, the dimensions and conditions
as shown on the relevant portions of the base building plans, and Tenant and Architect shall be
solely responsible for the same, and Landlord shall have no responsibility in connection therewith.
Landlord's review of the Construction Drawings as set forth in this Section 3, shall be for its sole
purpose and shall not imply Landlord's review of the same, or obligate Landlord to review the
same, for quality, design, code compliance or other like matters. Accordingly, notwithstanding
that any Construction Drawings are reviewed by Landlord or its space planner, architect, engineers
and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant
by Landlord or Landlord's space planner, architect, engineers, and consultants, Landlord shall
have no liability whatsoever in connection therewith and shall not be responsible for any omissions
or errors contained in the Construction Drawings, and Tenant's waiver and indemnity set forth in
Article 11 of the Lease shall specifically apply to the Construction Drawings.
3.2. Final Space Plan. Tenant shall supply Landlord with a signed electronic copy of its
final space plan for the portion of the Premises being improved or altered before any architectural
working drawings or engineering drawings have been commenced. The final space plan (the
"Final Space Plan") shall include a layout and designation of all offices, rooms and other
partitioning, their intended use, and equipment to be contained therein. Landlord may request
clarification or more specific drawings for special use items not included in the Final Space Plan.
Landlord shall advise Tenant within ten (10) business days after Landlord's receipt of the Final
Space Plan for the affected portion of the Premises if the same is unsatisfactory or incomplete in
any respect. If Tenant is so advised, Tenant shall promptly cause the Final Space Plan to be revised
to correct any deficiencies or other matters Landlord may reasonably require.
3.3. Final Working Drawings. After the Final Space Plan has been approved by Landlord,
Tenant shall supply the Engineers with a complete listing of standard and non-standard equipment
and specifications, including, without limitation, Btu calculations, electrical requirements and
special electrical receptacle requirements for the portion of the Premises being improved or altered,
to enable the Engineers and the Architect to complete the "Final Working Drawings" (as that term
is defined below) in the manner as set forth below. Upon the approval of the Final Space Plan by
Landlord and Tenant, Tenant shall promptly cause the Architect and the Engineers to complete the
architectural and engineering drawings for the portion of the Premises being improved or altered,
and Architect shall compile a fully coordinated set of architectural, structural, mechanical,
electrical and plumbing working drawings in a form which is complete to allow subcontractors to
bid on the work and to obtain all applicable permits (collectively, the "Final Working Drawings")
and shall submit the same to Landlord for Landlord's approval. Tenant shall supply Landlord with
a signed electronic copy of such Final Working Drawings. Landlord shall advise Tenant within
ten (10) business days after Landlord's receipt of the Final Working Drawings for the Premises if
the same is unsatisfactory or incomplete in any respect. If Tenant is so advised, Tenant shall
immediately revise the Final Working Drawings in accordance with such review and any
disapproval of Landlord in connection therewith.
SECTION 4
Construction of the Tenant Improvements
4.1. Tenant's Selection of Contractors.
4.1.1. The Contractor. Tenant shall select and retain a general contractor (the
"Contractor") to construct the Tenant Improvements, subject to Landlord's reasonable approval.
4.1.2. Tenant's Agents. All subcontractors, laborers, materialmen, and suppliers
used by Tenant (such subcontractors, laborers, materialmen, and suppliers, and the Contractor to
be known collectively as "Tenant's Agents") must be approved in writing by Landlord, which
approval shall not be unreasonably withheld or delayed. So long as a Tenant's Agent is responsible
for the activities of any volunteers of any service provider, Landlord's consent is not additionally
required for such services.
4.2. Construction of Tenant Improvements by Tenant's Agent.
4.2.1. Tenant's Agents.
4.2.1.1. Landlord's General Conditions for Tenant's Agents and Tenant
Improvement Work. Tenant's and Tenant's Agent's construction of the Tenant Improvements
shall be constructed in strict accordance with the Approved Working Drawings.
4.2.1.2. Indemni1y. Tenant's indemnity of Landlord as set forth in
Article 11 of the Lease shall also apply with respect to any and all costs, losses, damages, injuries
and liabilities related in any way to any act or omission of Tenant or Tenant's Agents, or anyone
directly or indirectly employed by any of them, or in connection with Tenant's non-payment of
any amount arising out of the Tenant Improvements and/or Tenant's disapproval of all or any
portion of any request for payment. Such indemnity by Tenant, as set forth in Article 11 of the
Lease, shall also apply with respect to any and all costs, losses, damages, injuries and liabilities
related in any way to Landlord's performance of any ministerial acts reasonably necessary (i) to
permit Tenant to complete the Tenant Improvements, and (ii) to enable Tenant to obtain any
building permit or certificate of occupancy for the Premises.
4.2.1.3. Insurance. Tenant's Agents shall be subject to the same Insurance
requirements outlined in Article 10 of the Lease. Tenant shall deliver, or cause to be delivered to
Landlord all of Tenant's insurance certificates prior to commencing construction of the Tenant
Improvements.
4.2.2. Governmental Compliance. The Tenant Improvements shall comply in all
respects with the following: (i) the Code and other state, federal, city or quasi -governmental laws,
codes, ordinances and regulations, as each may apply according to the rulings of the controlling
public official, agent or other person; (ii) applicable standards of the American Insurance
Association (formerly, the National Board of Fire Underwriters) and the National Electrical Code;
and (iii) building material manufacturer's specifications.
4.2.3. Inspection by Landlord. Landlord shall have the right to inspect the Tenant
Improvements at all times, provided however, that Landlord's failure to inspect the Tenant
Improvements shall in no event constitute a waiver of any of Landlord's rights hereunder nor shall
Landlord's inspection of the Tenant Improvements constitute Landlord's approval of the same.
Should Landlord disapprove any portion of the Tenant Improvements, Landlord shall notify
Tenant in writing of such disapproval and shall specify the items disapproved and basis for
disapproval. Any defects or deviations in, and/or disapproval by Landlord of, the Tenant
Improvements shall be rectified by Tenant at no expense to Landlord, provided however, if
Landlord determines that a defect or deviation exists or disapproves of any matter in connection
with any portion of the Tenant Improvements and such defect, deviation or matter might adversely
affect the mechanical, electrical, plumbing, heating, ventilating and air conditioning or life -safety
systems of the Building, the structure or exterior appearance of the Building or any other tenant's
use of such other tenant's premises, Landlord may, take such action as Landlord deems necessary,
at Tenant's expense and without incurring any liability on Landlord's part, to correct any such
defect, deviation and/or matter, including, without limitation, causing the cessation of performance
of the construction of the Tenant Improvements until such time as the defect, deviation and/or
matter is corrected to Landlord's satisfaction.
4.3. Copy of "As Built" Plans. At the conclusion of construction, (i) Tenant shall cause
the Architect and Contractor (A) to update the Approved Working Drawings as necessary to reflect
all changes made to the Approved Working Drawings during the course of construction, (B) to
certify to the best of their knowledge that the "record -set" of as -built drawings are true and correct,
which certification shall survive the expiration or termination of the Lease, (C) to deliver to
Landlord an electronic copy of such as -built drawings within ninety (90) days following issuance
of a certificate of occupancy for the Premises, and (D) to deliver to Landlord the Approved
Working Drawings in Auto CAD format, and (ii) Tenant shall deliver to Landlord electronic copies
of all warranties, guaranties, and operating manuals and information relating to the improvements,
equipment, and systems in the Premises.
4.4. Construction Schedule. Tenant shall furnish Landlord with a schedule setting forth
the projected date of the completion of the Tenant Improvements and showing the critical time
deadlines for each phase, item or trade relating to the construction of the Tenant Improvements to
the extent such schedule is available.
EXHIBIT E
Porter Services
In accordance with the provisions of the Lease, Tenant shall provide the following Porter
Services at the Property. All Porter Services shall be performed in a clean, safe, and
commercially reasonable manner consistent with comparable commercial properties standards.
Scope and Frequency of Services:
1. Parking Lot Trash Collection:
• Collect and remove trash and debris throughout the parking lot 2x per day (once
in the morning and once in the afternoon) a minimum of six (6) days per week,
excluding Federally recognized holidays.
2. Trash Receptacles Along Storefronts:
• Inspect all trash receptacles located along the storefronts of the Property daily,
and empty and replace liner bags as needed.
• Clean and wash all trash receptacles located along the store fronts a minimum of
once per week.
• Paint the removable lids of the trash receptacles located along the storefronts of
the Property twice annually, Ix in the Spring, Ix in the Fall.
3. Weed Removal:
• Pull weeds along the storefront areas and building edges as needed to maintain a
neat and well -kept appearance.
4. Blowing and General Cleaning Along Storefronts:
• Blow and clean walkways and areas along storefronts before 9:00am daily to
remove dirt and debris.
5. Deicer Application:
• During inclement weather, apply deicer along the storefront walkways as needed
to maintain safe pedestrian access.
6. Fire Hydrant Painting:
• Paint fire hydrants upon landlords request, which shall be no greater than Ix per
year for each hydrant located on the Property.
Tenant shall maintain appropriate logs or records of Porter Services performed and shall deliver
copies of said records on or before the tenth (1 Oth) calendar day of the month for work performed
during the previous month.
Landlord shall supply tenant with the reasonably necessary supplies and equipment to carry out
said services.