Sublease effective as of January 5, 2023, between the Board of Regents of the University of Washington and the Registrant

 

 

 

 

i.Subtenant's Sublease Share. Subtenant's Sublease Share of any operating costs, common area charges, additional rent, or other amounts payable by Tenant under the Master Lease is 5.4832% of such amounts, based upon the ratio of the rentable area of the Subleased Premises to the rentable area of the Master Premises.

 

 

 

 

 

 

 

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SUBLEASE AGREEMENT

 

 

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Delayed Possession. Tenant shall act diligently to make the Subleased Premises available to Subtenant, provided, however, that neither Tenant nor any agent or employee of Tenant shall be liable for any damage or loss due to Tenant's inability or failure to deliver possession of the Premises to Subtenant as provided in this Sublease. If possession is delayed, the Sublease Commencement Date set forth in Section 1 shall also be delayed, but the Sublease Termination Date shall not be extended by such delay. If Tenant has not delivered possession of the Subleased Premises to Subtenant within _days ((60) days if not filled in) after the Sublease Commencement Date specified in Section 1 (check one): Subtenant may elect to cancel this Sublease by giving written notice to Tenant no later than .((10)

days if not filled in) after such time period ends, orthen all Base Rent and Additional Rent (as defined below) shall be abated for each one (1) day after the Sublease Commencement Date during which possession of the Subleased Premises has not been delivered to Subtenant. If Subtenant gives notice of cancellation, as Subtenant's sole and exclusive remedy, this Sublease shall be cancelled, all prepaid rent and security deposits shall be refunded to Subtenant, and neither Tenant nor Subtenant shall have any further obligations to the other.

 

Notwithstanding anything in this Section 3 to the contrary, to the extent that any portions of the Tenant's Work or the Subtenant's Work have not been completed in time for the Subtenant to occupy or take possession of the Subleased Premises on the Sublease Commencement Date due to the failure of Subtenant to fulfill any of its obligations under this Sublease ("Subtenant Delays"}, the Sublease shall nevertheless commence on the Sublease Commencement Date, including without limitation, Subtenant's obligation to pay Base Rent and Additional Rent, as set forth in Section 1, or upon the date that the Sublease Commencement Date would have occurred but for the Subtenant Delays.

 

 

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Payment of Rent. Subtenant shall pay Tenant without notice, demand, deduction or offset, in lawful money of the United States, the monthly Base Rent stated in Section 1 in advance on or before the first day of each month during the Sublease Term beginning on (check one):the Sublease Commencement Date, or(if no date specified, then on the Sublease Commencement Date), and any other additional payments due to Tenant ("Additional Rent", and together with Base Rent, the "Rent") when required under this Sublease. Payments for any partial month during the Term shall be prorated. All payments due to Tenant under this Sublease, including late fees and interest, shall also constitute Additional Rent, and upon Subtenant's failure to pay any such costs, charges or expenses, Tenant shall have the same rights and remedies as otherwise provided in this Sublease for the failure of Subtenant to pay Rent.

 

 

 

 

 

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not of a trustee, and Tenant may commingle the security deposit with its other funds. If Subtenant defaults in the performance of any covenant or condition of this Sublease, Tenant shall have the right, but not the obligation, to use or retain all or any portion of the security deposit for the payment of: (i) Base Rent, Additional Rent, or any other sum as to which Subtenant is in default; or (ii) the amount Tenant spends or may become obligated to spend, or to compensate Tenant for any losses incurred by reason of Subtenant's default.

Subtenant acknowledges, however, that the security deposit shall not be considered as a measure of Subtenant's damages in case of default by Subtenant, and any payment to Tenant from the security deposit shall not be construed as a payment of liquidated damages for Subtenant's default. If at any time during the Term of the Sublease the security deposit delivered by Subtenant becomes insufficient to cover the amounts required under this Section 5, whether or not due to Tenant's application of all or a portion of the security deposit contemplated by this Section, Subtenant shall, within five (5) days after written demand therefore by Tenant, deposit with Tenant an amount sufficient to replenish the security deposit to the amount required in Section 1 above. If Subtenant is not in default of any covenant or condition of this Sublease at the end of the Term, Tenant shall return any unused portion of the security deposit without interest within 30 days after the surrender of the Subleased Premises by Subtenant in the condition required by Section 9 of this Sublease.

 

 

This Sublease is subject to and subordinate to the Master Lease. If the Master Lease terminates, this Sublease shall automatically terminate. Tenant and Subtenant shall not, by their omission or act, do or permit anything to be done which would cause a default under the Master Lease. If the Master Lease terminates or is forfeited as a result of a default or breach by Tenant or Subtenant under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the non-defaulting party for the damage suffered as a result of such termination or forfeiture. Tenant shall exercise diligent, commercially reasonable efforts to cause Landlord to perform its obligations under the Master Lease for the benefit of the Subtenant.

 

All the terms, covenants and conditions contained in the Master Lease are incorporated into and made a part of this Sublease by this reference as if Tenant were the landlord under the Master Lease, the Subtenant were the tenant under the Master Lease, and the Subleased Premises were the Master Premises, except as may be

 

 

 

 

 

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receive any refund for Additional Rent or sums paid under the Master Lease, then, to the extent such refund relates to time periods falling within the Term of this Sublease and, unless otherwise prohibited by law Subtenant is not in default of terms of this Sublease, including but not limited to any payment obligations hereunder, Subtenant shall receive a refund proportionate to the amounts previously paid by Subtenant for the same. Tenant shall, upon request by Subtenant, furnish Subtenant with copies of all statements received from Landlord of actual or estimated Additional Rent or other sums charged under the Master Lease.

Notwithstanding anything in this Sublease to the contrary, the only services or utilities to which Subtenant is entitled under this Sublease are those to which Tenant is entitled under the Master Lease.

 

 

Upon expiration or earlier termination of the Term, Subtenant shall promptly and peacefully surrender the Subleased Premises to Tenant, together with all keys, in as good condition as when received by Subtenant or as thereafter improved (but subject to any obligations to remove any Subtenant's Work and Alterations and/or to restore the same as provided elsewhere in this Sublease), reasonable wear and tear and insured casualty excepted.

 

 

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11  DESTRUCTION OR CONDEMNATION.

 

 

If Tenant restores the Subleased Premises or the Property as provided under this Section, Tenant shall proceed with reasonable diligence to complete the work, and Base Rent shall be abated in the same proportion as the untenantable portion of the Subleased Premises bears to the whole Subleased Premises, provided that there shall be a Base Rent abatement only if the damage or destruction of the Subleased Premises or the Property did not result from, or was not contributed to directly or indirectly by, the act, fault or neglect of Subtenant or Subtenant's employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees. No damages, compensation or claim shall be payable by Tenant for Subtenant's inconvenience, loss of business or annoyance directly, incidentally or consequentially arising from any repair or restoration of any portion of the Subleased Premises, Master Premises, Building, or Property. Tenant shall have no obligation to carry insurance of any kind for the protection of Subtenant or any Alterations or improvements paid for or installed by or on behalfof Subtenant; any Tenant's Work or Subtenant's Work identified in Exhibit 4 (regardless of who may have completed them); Subtenant's furniture; or on any fixtures, equipment, improvements or appurtenances of Subtenant under this Sublease: and Tenant shall not be obligated to repair any damage thereto or replace the same unless the damage is caused by Tenant's negligence.

 

 

 

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If the condemning authority takes a portion of the Subleased Premises or the portion of the Property necessary for Subtenant's occupancy that does not render them untenantable, then this Sublease shall continue in full force and effect and the Base Rent shall be equitably reduced based on the proportion by which the floor area of the Subleased Premises is reduced. The reduction in Base Rent shall be effective on the earlier of the date the condemning authority first has possession of such portion or title vests in the condemning authority. The Subleased Premises or the portion of the property reasonably necessary for Subtenant's occupancy shall not be deemed untenantable if 25% or less of each of those areas is condemned. As between Tenant and Subtenant, Tenant shall be entitled to the entire award from the condemning authority attributable to the value of the Master Premises, Subleased Premises, or the Property or Building, and Subtenant shall make no claim for the value of its subleasehold estate or the Subtenant's Work or any Alterations. Subtenant shall be permitted to make a separate claim against the condemning authority for moving expenses or damages resulting from interruption in its business if this Sublease is terminated under this Section, provided that in no event shall Subtenant's claim reduce Landlord's or Tenant's awards.

 

 

Tenant and Subtenant hereby release each other and their respective employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees, from responsibility for and waive their respective claims for recovery of any loss or damage arising from any cause covered by insurance required to be carried by each of them. Each party shall provide notice to the insurance carrier or carriers of this mutual waiver of subrogation, and shall cause its respective insurance carriers to waive all rights of subrogation against the other. This waiver shall not apply to the extent of the deductible amounts to any such policies or to the extent of liability exceeding the limits of such policies. Tenant agrees to use reasonable efforts to obtain from Landlord for the benefit of Subtenant the same waiver of claims for any loss or damage arising from any cause covered by insurance required to be carried by Landlord under the Master Lease and, if and to the extent of such waiver received from Landlord, Subtenant agrees to grant the same waiver to Landlord.

 

 

 

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As a condition to the Landlord's and Tenant's approval, if given, any potential assignee or sublessee otherwise approved shall assume all obligations of Subtenant under this Sublease and shall be jointly and severally liable with Subtenant and any guarantor for the payment of Rent and other charges due hereunder and performance of all obligations of Subtenant under this Sublease. In connection with any Transfer, Subtenant shall provide Landlord and Tenant with copies of all assignments, subleases and assumption agreements and related documents.

 

 

 

 

 

 

a Heirs and Assigns. This Sublease shall apply to and be binding upon Tenant and Subtenant and their respective heirs, executors, administrators, successors and assigns.

 

 

 

 

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SUBLEASE AGREEMENT

 

covenants and agreements between Tenant and Subtenant relating to the Subleased Premises. No prior or contemporaneous agreements or understandings pertaining to the Sublease shall be valid or of any force or effect and the covenants and agreements of this Sublease shall not be altered, modified, or amended to except in writing signed by Tenant and Subtenant.

 

 

 

 

 

Exhibit 2: Master Lease

Exhibit 3: Outline of Subleased Premises Exhibit 4: Work Letter

Other: FF&E

 

Tenant is represented by esn Pendergast & Rob Nielsen of Jones Lang LaSalle Brokerage, Inc. (insert name of Broker and Firm as licensed) (the "Tenant's Broker"); and Subtenant is represented by Stu Ford of Kidder Mathews (insert name of Broker and Firm as licensed) (the "Subtenant's Broker").

This Agency Disclosure creates an agency relationship between Subtenant, Subtenant's Broker (if any such person is disclosed), and any managing brokers who supervise Subtenant's Broker's performance (collectively the "Supervising Brokers"). In addition, this Agency Disclosure creates an agency relationship between Tenant, Tenant's Broker (if any such person is disclosed), and any managing brokers who supervise Tenant's Broker's performance (also collectively the "Supervising Brokers"). If Tenant's Broker and Subtenant's Broker are different real estate licensees affiliated with the same Firm, then both Tenant and Subtenant confirm their consent to that Firm and both Tenant's and Subtenant's Supervising Brokers acting as dual agents. If Tenant's Broker and Subtenant's Broker are the same real estate licensee who represents both parties, then both Subtenant and Tenant acknowledge that the Broker, his or her Supervising Brokers, and his or her Firm are acting as dual agents and hereby consent to such dual agency. If Tenant's Broker, Subtenant's Broker, their Supervising Brokers, or their Firm are dual agents, Subtenant and Tenant consent to Tenant's Broker, Subtenant's Broker, and their Firm being compensated based on a percentage of the rent or as otherwise disclosed on an attached addendum. Neither Tenant's Broker, Subtenant's Broker nor either of their Firms are receiving compensation from more than one party to this transaction unless otherwise disclosed on an attached addendum, in which case Subtenant and Tenant consent to such compensation.

Subtenant and Tenant confirm receipt of the pamphlet entitled "The Law of Real Estate Agency"

 

 

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00 $1.50 per RSF per year to Subtenant's Broker payable within 30-days upon full execution of the sublease and landlord's consent & $0.75 per RSF per year to Tenant's Broker, payable on February 1, 2023.

 

□D-% of the gross rent payable pursuant to this Sublease

□

 

$ --per rentable square foot of the Subleased Premises Other_

Tenant's Broker □shall □shall not (shall not if not filled in) be entitled to a commission upon the extension by Subtenant of the Term pursuant to any right reserved to Subtenant under the Sublease calculated □as

□provided above or Das follows   (if no box is checked, as provided above). Tenant's Broker  D shall

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shall not (shall not if not filled in) be entitled to a commission upon any expansion of the Subleased Premises pursuant to any right reserved to Subtenant under the Sublease, calculatedas provided above

or Das follows (if no box is checked, as provided above).

 

With respect to any commission earned upon execution of this Sublease or pursuant to any expansion of the Subleased Premises, Tenant shall pay upon execution of the Sublease. With respect to any commission earned upon extension of the Term of this Sublease, Tenant shall pay one-half upon execution of any amendment/addenda to the Sublease extending the Term and one-half upon the commencement date of such extended term. Tenant's Broker shall pay to Subtenant's Broker (as identified in the Agency Disclosure section above), the amount stated in a separate agreement between them or, if there is no agreement,$

or% (complete only one) of any commission paid to Tenant's Broker, within five ys after receipt by Tenant's Broker.

 

If any other lease or sale is entered into between Tenant and Subtenant pursuant to a right reserved to Subtenant under the Sublease, Tenant D shall D shall not (shall not if not filled in) pay an additional commission according to any commission agreement or, in the absence of one, according to Tenant's

Broker's commission schedule in effect as of the execution of this Sublease. Tenant's successor shall be obligated to pay any unpaid commissions upon any transfer of this Sublease and any such transfer shall not release the transferor from liability to pay such commissions.

 

Subtenant (Marchex) Broker - 12,299sf x $1.50/sf/yr x 4.67yr = $86,154.50 Tenant (NELSON) Broker - 12.299sf x $0.75/sf/yr x 4.67yr == $43,077.25

 

 

TENANT'S BROKER AND SUBTENANTS BROKER HAVE MADE NO REPRESENTATIONS OR WARRANTIES CONCERNING THE SUBLEASED PREMISES; THE MEANING OF THE TERMS AND CONDITIONS OF THIS SUBLEASE; LANDLORD'S, TENANT'S OR SUBTENANT'S FINANCIAL STANDING; ZONING; COMPLIANCE OF THE SUBLEASED PREMISES WITH APPLICABLE LAWS; SERVICE OR CAPACITY OF UTILITIES; OPERATING COSTS; OR HAZARDOUS MATERIALS. LANDLORD, TENANT AND SUBTENANT ARE EACH ADVISED TO SEEK INDEPENDENT LEGAL ADVICE ON THESE AND OTHER MATTERS ARISING UNDER THIS SUBLEASE.

 

 

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SUBTENANT:

By:

ce-o

Its:

 

 

Per separate agreement

 

 

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STATE OF WASHINGTON COUNTY OFl b

This record was acknowledged before me onD ff, I 5", 20 2,2, , by V\\ C.JW-EW J)

 

cEV

 

 

 

 

 

 

 

 

 

This record was acknowledged before me onO-t.1 < Ji) . _ . , 20bi"U.Jt> 5JI\,

t

 

CE= '---"""--------•Of L[\ R L�lW)  WQ\c\pl.µ)\de

 

 

 

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EXHIBIT 1

[Legal Description of Master Premises or Property]

 

Jhe real property which comprises the Metropolitan Tract is hereby legally described as follows:

Uf;;llTS A B C AND D OF RAINIER MASTER CQNDOMINJUM RECORDED UNDER RECORDING NUMBER 201709oeoo;102s,REC,QRDSQE.KING COUNTY, WASHINGTON, AND LOTS 2, 3, 6 AND Z BLOCK 16 AQQITION.TO,THEJOWN OE.SEATTLE, AS LAIP OUT ON THE CLAIMS OF C.p. BOREN AND AA, DENt:JY ANQ H.L, YESLER fCOMMONLY KNOWN AS C,D, BOREN'SADDJTION TO Tl;;IE CITY OF SEATTLEL ACCORDING IQ THE PLAT THEREOF BECORDEP IN VOLUME l OE PLATS PAGE 25, IN KING COUNTY, WASHINGTON, AND THOSE PORTIONS OE THE UNIVERSITY 10 ACRE LOT, LOTS l 2 AND 3 AND ALL OF LQIS,Ah5 AND 6. BLOCK 3, ADDITION TO THE TOWN OE,SEATTLE AS LAID OUT BYA A DENNY [COMMONLY KNOWN AS A A DENNY'S 2ND APDIJION TO THE CITY OF SEATTLE) ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME l OF PLATS PAGE 30, RECORDS OF KING COUNTY WASHINGTON

EXCEPT THOSE PORTIONS CONDEMNED IN KING COUNIY SUPERIOR COURT AS PROVIDED BY CONDEMNATION ORDINANCE NUMBERS 14345AND 18188 OF CITY OE.SEATTLE:

MORE PARTICULARI Y DESCRIBED ASE,OLLQWS:

COMMENCING AI A FOUND PUNCHED BRASS ROD IN COl)JCRETE IN CASE AT THE INTERSECTION OF THE CENIERUNES OE UNION STREET AND 5TH fillENUE:

THENCE SOUTH 30°3Z:54" EAST ALONG It:IE.C.ENJEBLINE OF SAID 5TH AVENUE A DISTANCE OE 33.00 FEET JO THE NORTHERLY MARGIN OF CQNDEMNAJIQN,,ORDINANCENUMBER-JB188hALSO BEING THE NORTHERLY,LINE Of.SAID 10 ACREJ.OI:

THENCE @NTINUING SOUTH 30°37'54" EAST A DISTANCE OE 5 oo FEET TO THE NORTHERLY RIGHT OE WAY MARGIN OE UNION STREET AS CONDEMNED UNDER SAID CONDEMNATION ORDINANCE NUMBER 18188; AND TRUE POINT OE BEGINNING:

lliENCf,N,QBJH 59°22'13" EAST ALONG SAID SOUTHERLY MARGIN.,A DISTANCE OE 168.84 EEET TO THE NORTHWEST CORNER OE,BLOCK 16, AQQIIION TO THE TOWN OESEATTLE. &LAID OUT BY..AA DENNY !COMMONLY KNOWN AS AA PENNY'S 3RD ADPIJION IO THE CITY.OF SEATTLEt

THENCE SOUTH 30°37'13" EAST ALONG JHE WESTERLY LINE,QE SAID BLOCK 16 AND.SQUIHEBLY PROJECTION THEREOF, A DISTANCE OE,38Z,90 FEET JO THE CENTERLINE OEUNIVERSITY STREEL THENCE SO!.[[H 30°37'35" EAST ALONG THE WESTERLY LINE OF BLOCK 15QF SAID PLAT AND NORTHERLY PROJECTION THEREOF, A DISTANCE OF 273.01 FEET JO IHE NORTHERLYBIG.HJ OF WAY MARGIN Of SENECA.STREET

THENCE SOUTH 59°21'01" WEST, ALONG SAID NORTHERLY MARGIN, A DJSTANCE QF 168.65 FEET TO

THE CENIERUNE Of SAID SIH AVENUE:

THENCE SOUTH 59°21'39" WEST, ALONG SAID MARGIN, A DlSTAN,C,E OE,321.99EEETIO THE CENIERUNE OF HH AVEN!J.E:

THENCE SOUTH 59°23'00" WEST ALONG SAID MARGIN, A DISTANCE OF ;169,05 FEET TO THE

,SQUIHEAST,C,ORNER OE BLOCK 4 OE SAID AA QENNX:S 2NDAQDITION IO THE CITY OE SEATTLE,:, THENCE DEPARTING SAIDRIGHT OF WAY MARGIN NQRTH,30°37'41" WEST ALONG THE EASJERLYJJNE OF SAID BLOCK 4 AND NORTHERLY PROJECTJON THEREOF, A DISTANCE QF

272,87 FEET TO IHE,C,ENJERLINE OF SAID UNIVEBSIJY STREET:

oo

 

THEN,C,E NORTH 30°,3,7'53" WESJALONG THE SOUTHERLY PROJECTION Of THE EASTERLY LlNE OE SAID BLOCK 3 QF SAID AA DENNY'S 2ND ADDITION A DISTANCE OF 33FEET JO THE NORTHERLY RIGHT OE WAY MARGlN OE SAID VNIVERSIIY,,STBEET,,ANDSOUTHEAST CORNER.OE SAID BLOCK 3 OF SAIDAA DENNY'S 2ND ADDITION:

THENCE SOUTH 59°20'42" WEST ALONG SAID MARGIN A DISTANCE OF 111,00 FEET TQ THE

EASTERLY RIGHI OF WAY MARGIN,QF 3RD AVENUE AS CONDEMNED!lNDER CITY OE SEATTLE CONDEMNATION ORDINANCE NUMBER 14345:

 

 

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THENCE NORTH 30°3753" WEST ALONG SAID EASTERLY MARGIN, A DISTANCE QE,,120.0iEEEIIQ THE SQ!.!IHERLX UNE OF LOI 4,QESAIP BLOCK:

JHENCLlOUTH 59°20'32" WEST ALONG SAID.SOUTHERLY LINE. .A DISTANCE OF,9,00.EEEI.IQ JHE SOUTHWEST CORNER THEREOF. ALSO .B.EING THE EASTERLY RIGHI OF WAY MARGIN OF

RD AVENUE:

THENCE NORTH 30°37'53"WESTALONG SAID MARGIN, A PISIANCE OF Z9.08 FEETTOAUNE

161.00 FEET SOUTHERLY OE AND PARALLEL YYIIH IHE SOUTHERLY RIGHT OF WAY MARGIN OF SAID UMQN STREET BEING 71,00 EEEI WIPE•

THENCE DEPARTING SAID MARGIN NORTH 59°21,'.,10" EAST, A DISTANCE OF 69,00 FEET JO A LINE 69,00 FEET EASTERLY OF AND PARALLEL YYIIti SAID MARGIN:

THENCE NOBJl:I 30°37'53" WEST ALONG SAID. eARALI EL.LINE, A DISTANCE QE,J6,1,QQ EEEIIO It;IE SOUTHERLY RIGt:iI,OF '&X MARGJt:L,QF S81P UNION filBEEI:

THENCE NORTH 59°21'10" EAST ALONG SAIDSOUJl:IEBLX MARGI-NtA QISIANCE,OF 115 01 FEET IO WENORTHWEST CORNER OF SAID CONDEMNATION OBPINANCE,NUMBER 18,,188;,IHENCE.SOUil:l 30°39'50" EAST ALONG J!:jE WESTERLY LINE OE SAID ORDINANCE, A DISTANCE Of 5.oo FEET JO THE SOUTHWEST CORNER OF SAJD, ORQINANCE:

THENCE NORTH 59°21'09" EAST ALONG THE SOUTHERLY LINE OF SAID ORQINANCE AND SOUTHERLY RIGHI OF WAY MARGIN OF UNION STREET, AND EASTERLY PROJECTION THEREOF A DISTANCE QF 1os,oo EEET JOIHE,CENIERLlt::J,E OF SAIP 4TH AVENUE:

THENCE NQRJH 59°22'22" EAST ALONG Sl\l.P, EASTERLY PROJECTION A PISTANCE OF 321 1 FEET JO THE POINT OE BEGINNING:

AND THAI PORTION DESCRIBED AS FOLLOWS:

COMMEN,ClNG AI SAIP INTERSECTION OFIHE C,ENJERUNES OF UNION STREET AND 5T,l;:j AVENUE THENCE SQUJH 30°37'5S" EAST ALONGIl;IE CENJER!JNE Of SAIP 5TH AVEt;:JUE, A DISTANCE OF

425.94 EEl=I TO THE,CENTERUNE OF SAID UNIVERSITY STREET:

THENCE SOUTH 30°39'02" EAST ALONG SAID CENTERLINE OF 5TH AVENUE, A DISTANCE OF 306,03 FEET TO THE CENTERLINE,QF SENECA STREET:

IHENCE SOUTH 30°3Z:55" EASI ALONG SAID CENIERUNEOF 5TH A\LENUE, A D)STANCE OE

33,00 FEET JO THE EASTERLY PROJECTION OF THENORTtiERLY LINE OF SAlD BLOCK 16 Of SAID c.o.

6,OREN'S ADDIJJON:

THENCE SQUI1;:l ,59:ifl9'.'.,WEST ALONG SAJP PRQJECJION, AQISTANCE Of 33,00,FEEI JO THE NORTHEAST CORNER OF SAID BLOCK ANQJRUE POINJQF,BEG!NNING NUMBEB,2:

THENCE SOUTH 30°32'55" EAST ALONG THE EASTERLY UNE OF SAID BLOCK, ADJSIANCE OF

239.85 EEET TO THE SOUTHEAST CORNER THEREOF:

JHENCESQUJH 59°20'36" WEST, ALONG IHE SQUTHERLY,LJNE OF SAID BLOCK, A DISTANCE OF120.12 EEET ID THE SOUTHWEST CORNER THEREOF:

THENCE NORI!:j 30°36'28" WEST ALONG IHE WESJERLY UNE Of_§AID BLOCK.A DISIANCE,Qf 239 89 FEET JQ :WE NORTHWEST CORNER JHEREoe

THENCE NORTH 59°21'39" EASJALONG IHE NORTHERLY lll':,IEQF SAID BLOCK,ADISJANCEOF 12,0,.02EEETTOIRUE£O1NTQF BEGINNIN,GNUMBER 2:

THE ABOVE DESCRIBED ,CONTAINS AN AREA QF 496,2,0,5 SQUARE FEET OR 11.3913ACRES, MORE QR

 

SIJUAIE IN THE CIIYOF SEATTLE KLNGCOLJNJY, WAS,l:HNGION,

The Prooecty is aportion of the Metropolitan Tract on which the Building is located.,leaauy described as follows•

THAT PORTION OF,UNIT D OF RAINIER MASTEB ,CONDOMINIUM. RECORDED Ub!Df,R RECORDING NUMBER 201zoso600102a, RECORDS QE KING COUNTY WASHINGTON:

MORE PARJJCULARLY DESCRIBED AS EOLLOWS:

COMMENCING AT A FQUND PUNCHED 6.88§§ ROD, IN CONCRETE IN CASE AT lt!E INJERSECJIOt:I OF Tl::iECENTERUNES OF UNJON SJREEJ AND 5TH AVEJ::JUE, IHENCE QUIH 30°,3,7'5;!" EAST ALONG lliE CENJEBUtllE OF SAIO ,5T!:j A NUE A DISTANCE OF,33 00 FEET TO THE NORIHERLY MARGttiQE

,CONDEMNATIOO ORDJNAN,C,E NUMBEB, 18188, ALSO BEJNG THE NORTl:IEB.LY UNE OF UNIVERSITY 1O ACRE LOT AS SHQWt::J. ON PLAI,OF AN 8DP.ITION IO THE TOWN OE SEATILE AS ).AID OUT BY.A.&

 

 

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DocuSign Envelope ID: EA9B96EB-3D5B-4638-83EA-9F41841AF777

 

 

 

 

 

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SUBLEASE AGREEMENT

 

D.ENNY !COMMONLY Kt;lOWN AS AA DENNY'S 2NDADQIIION TO THE ClTY; OF SEATTLELACCORDING TO THE PLAT THEREOF, REQOBD.EQ JN VOLUME 1 OF PLATS £AGE 30, RECORDS OF K!NG,.,COUNIY; WASHiNGTQN:

JHENCE CONTINUING SOUTH 30°37'54" EAST, A QISTANCE,OF 5.00 EEElTO THE SOUTHERLY RIGl;;H

OF WAY MARGIN OF UNION STREET AS COt::IDEMNED UNDER SAID CONDEMNATION ORDINANCE NUMBER 18188

THENCE COt;lTINUING SOUTH 30°37'54 EAST ALONG THE CENTERLINE OF 5IH AVENUE AS SHOWN ON GRANT.Qf USE DQC.U,MENI UNDER RECOB.DlliG NUMBER 20110104001299, RECORDS OF KING COUNTY WASHINGTON, A DISTANCE OF 387.94 FEET TOIHE CENTERLINE OF UNIYERSIJY STREET, AS SHOWN ON SAID GRANT OF USE DOCUMEt::IL

THENCE SOUTH 30°39'02" EAST ALONG THE CENTERLINE OF SAID 5Ttf AVENUE.AS SHOWN ON SAID G,RANI OF USE DOCUMENT, A PISLM;,IJCE OF 33,00 EEET IO A LINE 33,00 FEET SOUTHERLY OF At:,D PARALLEL WITH SAID CENTERLINE OE UNl ERSIJ,Y SIREEL

THENCE DEPARTING SAID CENTERLINE NORTH 59°21'21" EAST, A DISTANCE OE 33.00 FEET JQ THE TRUE POINT OF BEGJNNING•

THENCE CONTINUING NORTH 5a:2f21;:£AST ALONG SAIDPARALLEL LINE, A DISIANCE,QE

1 ;L9.Z5£EET IO A Llt:JE 16.00EEET WESIEB,L Y OE AND PARALLELWIIH JHE WESTERLY LINE OE BLOCK 15 ADDITION IO THE IOWN OF SEATTLE, AS LAID OUT BYA A DENNY (COMMONLY KNOWN AS 8 8 PENt:JY'S 3RD 8PPITION TO THE CIIY OE SEATJLEt

Il;fEN.C,E,SQUil::i 30°37'35" EAST, ALONG SAIDEARALLEL UNE,A DISTANCE OE,240 01,.,EEET.JO.ltfE NORIHERLY RIGl::lIQE WAY MARGIN OE SENECA SIHEEL

THENCE DEPARTll':JG SAID PARALLEL UNE,SOUTH 59°21'01" WESLALONG SAJDJ;:JORIHERLY MARGIN,

8.DISJANCE OF 119 65 FEET TO A LINE 33,00 FEET EASTERLY OE AND PARALLEL WITH SAID CENTERLINE OF SAID 5Itf AVENUE.AS Sl:iOWN ON $AIR GRANT OF USE DOCUMENT:

THENCE NORTH 30°39'02" WEST ALONG S8lD PARALLEL LINE A DISTANCE OF 240.03 EEEI JO THE TRUE POJNIOF BEGINWN.G

THE ABOVE DESCRIBED CONTAINS AN AREA OF28 731 SQUARE EEET ORO 6596 ACRE MORE OR

 

SITUATE IN THE CIIY,QF SEATTLE KING COUNTY, WASHINGTON.

 

 

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DocuSign Envelope ID: EA9B96EB-3D5B-4638-83EA-9F41841AF777

 

 

 

 

 

(©))JLL

 

 

 

SUBLEASE AGREEMENT

 

EXHIBIT 2

[Master Lease]

 

 

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DocuSign Envelope ID: EA9896EB-3D58-4638-83EA-9F41841AF777

 

 

 

 

 

((@)JLL

 

 

 

SUBLEASE AGREEMENT

 

EXHIBIT 3

[Outline of the Subleased Premises]

 

 

 

 

 

 

 

, ..- ..'.,. '•

 

 

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DocuSign Envelope ID: EA9896EB-3D58-4638-83EA-9F41841AF777

 

 

 

 

 

(©))JLL

 

 

 

SUBLEASE AGREEMENT

 

EXHIBIT4

[Work Letter]

 

CHECK IF APPLICABLE:

 

 

 

The work to be done by Tenant in satisfying its obligation to complete Tenant's Work under the Sublease shall be limited to the following (check one):

D As identified below (check and describe all that apply); D FLOOR:

D WALLS:

□CEILING:_

D LIGHTING:

D WASHROOM(S): D ELECTRICAL:

D HVAC:

IBl OTHER: Tenant shaH orofessjonall¥ clean the premises and th   caroot

D As mutually agreed upon between Tenant and Subtenant as follows:

 

 

 

 

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DocuSign Envelope ID: EA9896EB-3D5B-4638-83EA-9F41841AF777

 

 

 

 

 

(@)JLL

 

 

 

SUBLEASE AGREEMENT

 

Work that exceed the Improvement Allowance shall be borne at Subtenant's sole cost and expense.

 

 

A Performance of Improvements. Subject to the terms and conditions of the Sublease, the Master Lease, and any Improvement Allowance provided herein, Subtenant shall complete, at its sole cost and expense, the work identified in the Subtenant Improvement Plans (as such term is defined below) adopted by Tenant and Subtenant in accordance with the provisions below ("Subtenant's Work"). Subtenant's Work shall be performed lien free and in a workmanlike manner, without interference with other work, if any, being done in the Subleased Premises, Master Premises, or Property, including any of Tenant's Work, and in compliance with all laws and reasonable rules promulgated from time to time by Tenant, its architect and contractors, Landlord or its property manager.

The work to be done by Subtenant in satisfying its obligation to complete Subtenant's Work under the Sublease shall be limited to the following (check one):

□As identified below (check and describe all that apply);

□WALLS:

 

□□FLOOR:_

□

 

CEILING:

LIGHTING:

□

 

0 WASHROOM(S):

□ELECTRICAL:

□

 

HVAC:_­

OTHER: _

D As mutually agreed upon between Tenant and Subtenant as follows:

 

 

 

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DocuSign Envelope ID: EA9B96EB-3D5B-4638-83EA-9F41841AF777

 

 

 

 

 

l)JLL

 

 

 

SUBLEASE AGREEMENT

 

"Subtenant Improvement Plans."

 

 

 

B. General Requirements. Subtenant shall submit to Tenant, prior to the commencement of the construction of Subtenant's Work, the following information for Tenant's review and approval (check all that apply):

 

D The names, contact names, addresses, and license numbers of all general contractors and subcontractors Subtenant intends to use in the construction of Subtenant's Work.

 

DA reasonably detailed schedule for Subtenant's performance of Subtenant's Work (including, without limitation, the date on which Subtenant's Work will commence, the estimated date of completion of Subtenant's Work, and the date on which Subtenant expects to open for business in the Premises).

 

D Evidence of insurance as required in the Sublease and Master Lease and any other insurance usual and customary for performance of Subtenant's Work and requested by Tenant.

 

D Copies of all required governmental pennits.

 

C. Contractor Qualifications. All contractors and subcontractors to perform Subtenant's Work shall be licensed contractors, capable of performing quality workmanship and working in harmony with Tenant's general contractor in the Building. Upon notice from Tenant, Subtenant shall stop using (or cause contractor or any subcontractor to stop using) any person or entity disturbing labor harmony with any work force or trade engaged in performing Subtenant's Work or other work, labor, or services in or about the Building. All work shall be coordinated with any on-going construction work on the Building. Tenant shall have the right to disapprove, in Tenant's reasonable discretion, any contractor or subcontractor which Subtenant desires to engage for Subtenant's Work.

 

Provided there is no uncured Event of Default by Subtenant under the Sublease, upon completion of Tenant's Work or Subtenant's Work, as applicable, Tenant shall provide an allowance ("Improvement Allowance") toward the costs and expenses associated with improvements to the Premises in accordance with the following (check one):

 

D $ _per rentable square foot of the Premises. The Improvement Allowance shall be used only for

(choose one): D Tenant's Work, or D Subtenant's Work, excepting   . If costs associated with

completing Subtenant's Work exceed the Improvement Allowance, or if any costs of Subtenant's Work are not to be paid out of the Improvement Allowance, then the excess or excluded amount shall be paid directly by Subtenant.

D None; Subtenant shall be obligated to pay all costs, expenses and fees associated with completing the Subtenant's Work in accordance with the Subtenant Improvement Plans.

D None; Tenant shall be obligated to pay all costs, expenses and fees associated with completing the

 

 

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DocuSign Envelope ID: EA9B96EB-3D5B-4638-83EA-9F41841AF777

 

 

 

 

 

(IJLL

 

 

 

SUBLEASE AGREEMENT

 

Tenant's Work in accordance with the Tenant Improvement Plans, however, excepting any costs related to Subtenants' furniture, cabling, fixtures and equipment, design services, and _,and in no event in an

amount exceeding $   .

 

4.0 Removal of Improvements/Surrender. The following scope of Subtenant's Work (check one):

□

 

0 shall become the property of Tenant

shall be removed by Subtenant at its sole cost and expense upon the expiration or earlier termination of the Sublease Term:

 

 

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DocuSign Envelope ID: EA9B96EB-3D5B-4638-83EA-9F41841AF777

 

 

 

 

 

l)JLL

 

 

 

SUBLEASE AGREEMENT EXHIBIT2

FF&E

 

Subtenant shall have the use of Sublandlord's existing furniture, fixtures, and equipment "FF&E" at no additional cost. A list of the furniture inventory is hereto attached as "FF&E"