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HomeMy WebLinkAboutR.W.J.J. Inc MC Contract#19-059 BELFAIR LANDING COMMERCIAL COMPLEX LEASE: LANDLORD: R.W.J.J., INC. TENANT MASON COUNTY FACILITIES (SHERIFF'S NORTH PRECINCT) NE 23293 ST. HWY. 3 BUILDING (B) SUITES (B-1) & (B-2) BELFAIR, WA. 98528 CITY OF BELFAIR MASON COUNTY, WA. 06/06/2019 ! 99 Please Initial page 1 of 21 � Land rd Tenant TRANSCRIBED 06/06/2019 R.W.J.J. INC. BELFAIR LANDING COMMERCIAL COMPLEX BUSINESS (NNN) LEASE AGREEMENT: 1.1 BASIC LEASE TERMS: A. DATE OF LEASE EXECUTION: SEPTEMBER 01, 2019 B. TENANT: MASON COUNTY FACILITIES DEPARTMENT: ADDRESS of LEASED PREMISES BELFAIR LANDING COMMERCIAL COMPLEX BUILDING (B) NE 23293 STATE ROUTE HWY. 3 BELFAIR,WA. 98528 TENANT ADDRESS FOR NOTICE: MASON COUNTY FACILITIES DEPARTMENT C/O KELLY FRAZIER FACILITIES MANAGER C/O FRANK PINTER BUDGET MANAGER 411 N. 5TH STREET SHELTON,WA. 98584 (360)427-9670 ext. 519 &424 C. LANDLORD ADDRESS FOR NOTICE: R.W.J.J., INC. C/O JOHN BYERLY (360)275-6230 (360)275-6888 PO BOX 3 2582 BELFAIR,WA. 98528 ADDRESS FOR PAYMENT: OLYMPIA FEDERAL SAVINGS 24081 NE STATE ROUTE HWY. 3 PO BOX#337 BELFAIR,WA. 98528 (360)275-6001 D. TENANT'S USE OF PREMISES: CONDUCT MASON COUNTY SHERIFF RELATED BUSINESS. E. PREMISES BUILDING AREA: APPROXIMATELY 2,880 SQUARE FEET. F. COMPLEX BUILDING AREA: APPROXIMATELY 8,464 SQUARE FEET. G. AGREED UPON PREMISES PERCENT OF COMPLEX: APPROXIMATELY 34% H. TERMS OF LEASE AGREEMENT: (36) MONTHS COMMENCEMENT DATE: SEPTEMBER 01, 2019 EXPIRATION/TERMINATION DATE: AUGUST 31, 2022 H.1. NEW LEASE EXTENSIONS: TO BE NEGOTIATED BEFORE AUGUST 31, 2022 I. BASE MONTHLY RENT: $ 2,600.00 J. ANNUAL RENT ADJUSTMENT: SEE SEC. J-1. (PAGE 2-A) 4%Annually increase of Base Rent: K. ANNUAL/MONTHLY(NNN) EXPENSES CURRENT MONTHLY(NNN) EXPENSES = $ 976.00 NOTE: See Section 4.3 for method of computing (NNN) expenses. The number set forth above for annual expenses is only an estimate. The actual expense shall be determined pursuant to Section 4.3 below. L. PREPAID RENT: NONE: M. TOTAL SECURITY/DAMAGE/MISC. DEPOSIT PAID: $ 1,000.00 N. AMOUNT DUE AT LEASE EXECUTION, SEPTEMBER 01, 2019 MONTHLY RENT: $ 3,576.00 06/06/2019 fei vt l I q1 Please Initial Page2of21 \\ LAN' 'RD TENANT TRANSCRIBED 06/06/2019 BUILDING (B) NE 23293 BELFAIR LANDING COMPLEX CONTINUED LEASE AGREEMENT: J.1 ANNUAL 4% RENT ADJUSTMENT, MONTHLY RENT AS FOLLOWS: 09-01-2019 THRU 08-31-2020 BASE MONTHLY RENT SHALL BE $2,600.00 + (NNN) of $976.00 =Total of $3,576.00 09-01-2020 THRU 08-31-2021 BASE MONTHLY RENT SHALL BE $2,704.00 + (NNN) of $976.00 =Total of $3,686.00 09-01-2021 THRU 08-31-2022 BASE MONTHLY RENT SHALL BE $2,812.16 + (NNN)of $976.00=Total of $3,788.16 06/06/2019 PAGE(2-A)OF 21 Please Initial Y9 9 La ord Tenant REVISED 06/06/2019 JHB 2.1 PREMISES. Landlord leases to Tenant the premises described in Section 1.1 and in Exhibit A (the"Premises"), located in the project described on Exhibit B (the "Project"). Landlord shall modify Tenant's percentage of the Project as set forth in Section 1.1 if the Project size is increased or decreased, as the case may be,through the development of additional property or the deletion of a portion of the Project Landlord shall give Tenant five (5)days notice prior to the date that the Premises are ready for occupancy. Within five (5)days after Tenant receives Landlord's notice that the Premises are ready for occupancy, Landlord and Tenant shall inspect the Premises and prepare a "punchlist" of items to be completed. The existence of"punchlist° items shall not postpone the commencement date of this Lease Agreement. By taking occupancy of the Premises,Tenant acknowledges that it has examined the Premises and accepts the Premises in their then present condition,subject only to any work which Landlord has agreed to perform as set forth on the"punchlist" (1) Landlord shall deliver the Premises to Tenant clean and free of debris on the commencement date and Landlord warrants to Tenant that the Premises shall be in good operating condition on the commencement date. In the event that it is determined that this warranty has been violated,then it shall be the obligation of Landlord, after receipt of written notice from Tenant setting forth with specificity the nature of the violation, to promptly, at Landlord's sole cost, rectify such violation. Tenant's failure to give such written notice to Landlord within thirty(30)days after the commencement date shall be deemed that Landlord has complied with all of Landlord's obligations hereunder. (2) Landlord warrants to Tenant that the Premises, in the state existing on the date that the term commences. but without regard to the Use for which Tenant will occupy the Premises, does not violate any covenants or restrictions of record, or any applicable Laws (as hereinafter defined) in effect on the commencement date. In the event it is determined that this warranty has been violated, then it shall be the obligation of the Landlord, after written notice from Tenant, to promptly, at Landlord's sole cost and expense, rectify any such violation. In the event Tenant does not give to Landlord written notice of the violation of this warranty within thirty(30)days from the date the term commences,the correction of same shall be the obligation of the Tenant at Tenant's sole cost. (3) Lock changes shall be the responsibility of the Tenant. 3.1 TERM The term of this Lease is for the period set forth in Section 1.1, commencing on the date in Section 1.1. If Landlord, for any reason, cannot deliver possession of the Premises to Tenant upon the scheduled commencement date set forth in Section 1.1, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any loss or damage resulting from such delay. In that event, however, Landlord shall deliver possession of the Premises as soon as practicable and the commencement date shall be the date of such delivery with the term of the Lease remaining unchanged, and all other terms and conditions of this Lease remaining in full force and effect. However, if Landlord is delayed in delivering possession to Tenant for any reason attributable to Tenant, this Lease (including the obligation to pay all rents) shall commence on the scheduled commencement date set forth in Section 1.1 above. If Landlord, for any reason not attributable to Tenant, is unable to deliver possession of the Premises within ninety (90)days following the scheduled commencement date,either party may terminate this Lease by written notice given within ten (10)days following expiration of such period. 4.1 RENT Base Monthly Rent. Tenant shall pay to Landlord base monthly rent in the initial amount in Section 1.1 which shall be payable monthly in advance on the first day of each and every calendar month ("Base Monthly Rent"); provided, however, the Base Monthly Rent for the first month of the term shall be due and payable upon execution of this lease. All charges and sums due from Tenant to Landlord hereunder shall be deemed rent. 4.2 RENT ADJUSTMENT If Section 1.1j is applicable, Base Monthly Rent shall be increased periodically to the amounts and at the times set forth in Section 1.1j. 4.3 EXPENSES The purpose of this Section is to ensure that Tenant bears a share of all Expenses reasonably related to the use, maintenance, ownership, repair or replacement, and insurance of the Project Accordingly, beginning on the commencement date. Tenant shall commence the payment of Expenses. (1) Expenses Defined. The term "Expenses" shall mean all costs and expenses reasonably incurred by Landlord with respect to the ownership, operation, maintenance, repair or replacement. and insurance of the Project, including without limitation,the following costs: a. All supplies,materials, labor,equipment, and utilities used in or related to the operation and maintenance of the Project; b. All management,janitorial, legal, accounting,insurance, and service agreement costs related to the Project, c. All maintenance, replacement and repair costs relating to the common areas within or around the Project, including, without limitation, sidewalks, landscaping, service areas, driveways. parking areas (including resurfacing and restriping parking areas), walkways, building exteriors (including painting), signs and directories. repairing and replacing roofs, walls and other structural elements of the Premises,the Building and the Project. d. Amortization (along with reasonable financing charges) of capital improvements over the useful life of such capital improvements made to the Project which may be required by any government authority or which will improve the operating efficiency of the Project (provided, however, that the amount of such amortization for improvements not mandated by government authority shall not exceed in any year the amount of costs reasonably determined by Landlord in its reasonable discretion to have been saved by the expenditure either through the reduction, or minimization of increases, of costs which would have otherwise occurred) e. All Real Property Taxes, which shall mean and include all taxes, assessments (general and special) and other impositions or charges which may be taxed, charged, levied, assessed or imposed upon all or any portion of or in relation to the Project or any portion thereof, any leasehold estate in the Premises or measured by rent from the Premises, including any increase caused by the transfer, sale or encumbrance of the Project or any portion thereof. "Real Property Taxes" shall also include any form of 3/95 'OP fy, Please Initial Page 3 of 21 � La '•rd Tenant assessment, levy. penalty, charge or tax (other than estate. inheritance. net income or franchise taxes) imposed by any authority having a direct or indirect power to tax or charge. including,without limitation. any city. county. state, federal or any improvement or other district,whether such tax is (1) determined by the area of the Project or the rent or other sums payable under this Lease: (2) upon or with respect to any legal or equitable interest of Landlord in the Project or any part thereof: (3) upon this transaction or any document to which Tenant is a party creating a transfer in any interest in the Project. (4) in lieu of or as a direct substitute in whole or in part of or in addition to any real property taxes on the Project:(5)based on any parking spaces or parking facilities provided in the Project:or(6)in consideration for services. such as police protection fire protection. street, sidewalk and roadway maintenance. refuse removal or other services that may be provided by any governmental or quasi-governmental agency from time to time which were formerly provided without charge or with less charge to property owners or occupants. 'Real Property Taxes' shall also include all assessments under recorded covenants or master plans and/or by owner's associations (2) Annual Estimate of Expenses. On the commencement date.Landlord shall estimate Tenant's portion of Expenses for the remainder of the calendar year based on the Tenant's portion of the Project Area set forth in Section 1 1 At the commencement of each calendar year thereafter, Landlord shall estimate Tenant's portion of Expenses for the coming year based on the Tenant's portion of the Project Area set forth in Section 1.1 (3) Monthly Payment of Expenses. If Tenant's portion of said estimate of Expenses shows an increase for the remainder of the first t. calendar year over the Annual Expense Base. if any. as set forth in Section 1 1. Tenant shall pay to Landlord, as additional rent. such estimated increase in monthly installments of one-twelfth (1/12) beginning on the date Tenant takes possession of the Premises. If Tenant's portion of said estimate of Expenses shows an increase for subsequent calendar years over the Annual Expense Base, if any, as set forth in Section 1 1.Tenant shall pay to Landlord, as additional rent.such estimated increase in monthly installments of one-twelfth (1/12) beginning on January 1 of the forthcoming calendar year. and one-twelfth (1112) on the first day of each succeeding calendar month. As soon as practical following each calendar year. Landlord shall prepare an accounting of actual Expenses incurred dunng the prior calendar year and such accounting shall reflect Tenant's share of Expenses. If the additional rent paid by Tenant under this Section during the preceding calendar year was less than the actual amount of Tenant's share of Expenses. Landlord shall so notify Tenant and Tenant shall pay such amount to Landlord within 30 days of receipt of such notice Such amount shall be deemed to have accrued during the prior calendar year and shall be due and payable from Tenant even though the term of this Lease has expired or this Lease has been terminated prior to Tenant's receipt of this notice. Tenant shall have thirty (30)days from receipt of such notice to contest the amount due; failure to so notify Landlord shall represent final determination of Tenant's share of expenses If Tenant's payments were greater than the actual amount. then such overpayment shall be credited by Landlord to all present rent due under this Section or if this Lease has terminated.said amount shall be paid directly to Tenant (4) Rent Without Offset and Late Charge. All rent shall be paid by Tenant to Landlord monthly in advance on the first day of every calendar month,at the address shown in Section 1 1, or such other place as Landlord may designate in writing from time to time All rent shall be paid without prior demand or notice and without any deduction or offset whatsoever All rent shall be paid in lawful currency of the United States of America. All rent due for any partial month shall be prorated at the rate of 1/30th of the total monthly rent per day. • Tenant acknowledges that late payment by Tenant to Landlord of any rent or other sums due under this Lease will cause Landlord to incur costs not contemplated by this Lease. the exact amount of such costs being extremely difficult and impracticable to ascertain Such costs include,without limitation, processing and accounting charges and late charges that may be imposed on Landlord by the terms of any encumbrance or note secured by the Premises. Therefore. if any rent or other sum due from Tenant is not received when due. Tenant shall pay to Landlord an additional sum equal to 5%of such overdue payment Landlord and Tenant hereby agree that such late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of any such late payment and that the late charge is in addition to any and all remedies available to the Landlord and that the assessment and/or collection of the late charge shall rtatbe deemed a waiver of any default. Additionally, all such delinquent rent or other sums. plus this late charge.shall bear interest at the prime rate Key Bank of Washington. plus 2%. on a fully floating basis(herein the'Default Rate"), from the date first due until the date paid in full. Any payments of any kind returned for insufficient funds will be subject to an additional handling charge of 525.00. and thereafter.Landlord may require Tenant to pay all future payments of rent or other sums due by money order or cashier's check 5.1 PREPAID RENT Upon the execution of this Lease. Tenant shall pay to Landlord the prepaid rent set forth in Section 1 1 and if Tenant is not in default of any provisions of this Lease,such prepaid rent shall be applied toward the Base Monthly Rent due for the first month of the term(or the first month following any Base Monthly Rent abatement period. if applicable). Upon a default by Tenant prior to such application, Landlord shall have the right, without waiver of the default or prejudice t6 other remedies. to use the prepaid rent or any of it to cure the default or to compensate Landlord for all or any damages resulting from the default. Landlord's obligations with respect to the prepaid rent are those of a debtor and not of a trustee,and Landlord can commingle the prepaid rent with Landlord's general funds Landlord shall not be required to pay Tenant interest on the prepaid rent. Landlord shall be entitled to immediately endorse and cash Tenant's prepaid rent. however, such endorsement and cashing shall not constitute Landlord's acceptance of this Lease In the event Landlord does not accept this Lease. Landlord shall retum said prepaid rent. 6.1 DEPOSIT Upon execution of this Lease, Tenant shall deposit the security deposit set forth in Section 1 1 with Landlord as security for the performance by Tenant of the provisions of this Lease. Upon default by Tenant. Landlord shall have the right, without waiver of the default or prejudice to other remedies,to use the security deposit or any portion of it to cure the default or to compensate Landlord for any damages resulting from Tenant's default. Upon demand, Tenant shall immediately pay to Landlord a sum equal to the portion of the security deposit expended or applied by Landlord to maintain the security deposit,n the amount initially deposited with Landlord In no event will Tenant have the right to apply any part of the security deposit to any rent or other sums due under this Lease If Tenant ;s not in default at the expiration or termination Of this Lease, Landlord shall return the entire security deposit to Tenant Landlord's obligations witn respect to the deposit are those of a debtor and not of a trustee, and Landlord can commingle the security deposit with Landlord's general funds. Landlord shall not be required to pay Tenant interest on the deposit. Landlord shall be entitled to immediately endorse and cash Tenant's security deposit; however, such endorsement and cashing shall not constitute Landlord's acceptance of this Lease In the event Landlord does not accept this'Lease. Landlord shall return said security deposit. If Landlord sells its interest in the Premises during the toroz.hereof and deposits with or credits to Please Initial 3l95 lk4► i r Page 4 of 21 • La,dlord �. Tenant the purchaser the unapplied portion of the security deposit, thereupon Landlord shall be discharged from any further liability or responsibility with respect to the security deposit. If Tenant is under default under this Lease more than two (2) times in any twelve month period. irrespective of whether or not such default is cured, then, without limiting Landlord's other rights and remedies provided for in this Lease or at law or in equity. the Security Deposit shall automatically be increased by an amount equal to three (3) times the original security deposit, which shall be paid by Tenant to Landlord forthwith on demand. 7.1 USE OF PREMISES AND PROJECT FACILITIES Tenant shall use the Premises solely for the purposes set forth in Section 1.1 and for no other purpose without obtaining the prior written consent of Landlord. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises or with respect to the suitability of the Premises or the Project for the conduct of Tenant's business, nor has Landlord agreed to undertake any modification, alteration or improvement to the Premises or the Project, except as provided in writing in this Lease. Tenant acknowledges that Landlord may from time to time, at its sole discretion, make such modifications, alterations, deletions or improvements to the Project as Landlord may deem necessary or desirable, without compensation or notice to Tenant. Tenant shall promptly and at all times comply with all federal, state and local statutes, laws, ordinances, orders and regulations affecting the Premises and the Project (herein "Laws"), as well as all master plans. restrictive covenants, and also any rules and regulations that Landlord may adopt from time to time. Tenant shall not do or permit anything to be done in or about the Premises or bring or keep anything in the Premises that will in any way increase the premiums paid by Landlord on its insurance related to the Project or which will in any way increase the premiums for fire or casualty insurance carried by other tenants in the Project. Tenant will not perform any act or carry on any practices that may injure the Premises or the Project, that may be a nuisance or menace to other tenants in the Project: or that shall in any way interfere with the quiet enjoyment of such other tenants. Tenant shall not use the Premises for sleeping,washing clothes, cooking or the preparation, manufacture or mixing of anything that might emit any objectionable odor, noises, vibrations or lights onto such other tenants. If sound insulation is required to muffle noise produced by Tenant on the Premises,Tenant at its own cost shall provide all necessary insulation. Tenant shall not do anything on the Premises which will overload any existing parking or service to the Premises Pets and/or animals of any type shall not be kept on the Premises. Except for fenced yard areas. outdoor storage is prohibited. 8.1 SIGNAGE All signage shall comply with rules and regulations set forth by Landlord as may be modified from time to time. Current rules and regulations relating to signs are described on Exhibit C. Tenant shall place no window covering (e.g. shades, blinds, curtains,drapes, screens, or tinting materials),stickers, signs, lettering, banners or advertising or display material on or near exterior windows or doors if such materials are visible from the exterior of the Premises, without Landlord's prior written consent. Similarly, Tenant may not install any alarm boxes, foil protection tape or other security equipment on the Premises without Landlord's prior written consent. Any material violating this provision may be destroyed by Landlord without compensation to Tenant. Tenant at its sole expense shall be responsible for the cost to remove signage and repaint the entire panel upon which it was affixed. 9.1 PERSONAL PROPERTY TAXES Tenant shall pay before delinquency all taxes, assessments, license fees and public charges levied, assessed or imposed upon its business operations as well as upon all trade fixtures, leasehold improvements,merchandise and other personal property in or about the Premises. 10,1 PARKING Landlord grants to Tenant and Tenant's customers, suppliers, employees and invitees. a nonexclusive license to use the designated parking areas in the Project for the use of motor vehicles during the term of this Lease. Landlord reserves the right at any time to grant similar nonexclusive use to other tenants,to make rules and regulations relating to the use of such parking areas, including reasonable restrictions on parking by tenants and employees, to designate specific spaces for the use of any tenant and to make changes in the parking layout from time to time. Belfair Landing Commercial Complex parking rules license Tenant to park on the property at your sole risk. RWJJ,NC Or any of its agents do not guard,assume care,custody or control of your vehicle or its contents and is not responsible for fire,theft,damage or loss. Only a license to park is granted hereby and no bailment is created. Vehicles left for extended periods may be impounded at the owner's expense. No RWJJ,NC. Employee may modify or waive the terms of the parking rules By your use of the Belfair Landing Commercial Complex parking areas,you agree to all foregoing terms. 11.1 UTILITIES Tenant shall pay for all water, gas, heat, light, power, sewer, electricity, telephone or other service metered, chargeable or provided to the Premises. Landlord reserves the right(i)to install separate meters for any such utility and to charge Tenant for the cost of such installation, or (ii)to pay the costs of such utilities and to treat the same as an "Expense" (subject to a right of Landlord to elect to require Tenant to pay its actual portion of such Expense in lieu of its percentage share). NOTE: The following are paid as part of the (NNN)monthly expenses. Water, Sewer 12.1 MAINTENANCE Landlord shall maintain, in good condition, the structural parts of the Premises, which shall include only the foundations, bearing and exterior walls (excluding glass), subflooring and roof (excluding skylightsi, the unexposed electrical, plumbing and sewerage systems, including without limitation, those portions of the systems lying outside the Premises, exterior doors (excluding glass), window frames, gutters and downspouts on the Building; provided, however, the cost of all such maintenance shall be considered "Expenses'for purposes of Section 4.3. Except as provided above, Tenant shall maintain the Premises in good condition including, without limitation, maintaining and repairing all walls,floors, ceilings, interior doors, exterior and interior windows and fixtures as well as damage caused by Tenant, its agents, employees or invitees. Upon expiration or termination of this Lease, Tenant shall surrender the Premises to Landlord in the same condition as existed at the commencement of the term, except for reasonable wear and tear or damage caused by fire or other casualty for which Landlord has received all funds necessary for restoration of the Premises from insurance proceeds. Nothing herein shall excuse Tenant fro i ancial responsibility for property damage caused by Tenant or Tenant's agents. 3/95 /1( /L?'lease Initial Page 5 of 21 Tenant shall maintain in the same condition as existed on the Commencement Date, at its sole expense, the heating, ventilating and air conditioning system for its portion of the premises. Tenant shall submit to Landlord a copy of the HVAC maintenance agreement for roof-top units within thirty (30) days of commencement date. Tenant agrees to use a HVAC contractor that is signatory to all applicable collective bargaining agreements. Tenant shall be responsible for the cost to replace a unit which has not been maintained pursuant to the foregoing terms. 13.1 ALTERATIONS (1) Tenant shall not make any alterations to the Premises that can be seen from the exterior of the Premises, to any utility system within the Premises or to any structural element of the Premises without Landlord's prior written consent in each instance. If Landlord gives its consent to such alterations, Landlord may post notices in accordance with the laws of the state in which the Premises are located. Any alterations made shall remain on and be surrendered with the Premises upon expiration or termination of this Lease,except that Landlord may,within 30 days before or 30 days after the expiration or termination of this Lease or the termination of Tenant's right of possession, elect to require Tenant to remove any alterations, including data/phone cabling, which Tenant may have made to the Premises. If Landlord so elects, at its own cost Tenant shall restore the Premises to the condition designated by Landlord in its election, before the last day of the term or within 30 days after notice of its election is given,whichever is later. (2) Any request for Landlord's consent to alterations shall be made at least thirty(30)days before any work may be commenced and shall be accompanied by(i)detailed and costed plans and specifications for all alterations, and (ii) Tenant's written agreement to provide, upon completion of work, a complete set of as-built plans and specifications. Landlord may withhold consent, in its reasonable discretion and may issue such consent subject to conditions. All alterations shall be constructed only after obtaining Landlord's prior written consent and only in conformity with all Laws. The issuance of Landlord's consent shall not be a waiver of Tenant's obligation to comply with all Laws, nor Landlord's opinion that such alterations are in compliance with all Laws. (3) Should Landlord consent in writing to Tenant's alteration of the Premises, Tenant shall contract with a contractor approved by Landlord for the construction of such alterations, shall secure all appropriate governmental approvals and permits, and shall complete such alterations with due diligence in compliance with the plans and specifications approved by Landlord. All such construction shall be performed in a manner,which will not interfere with the quiet enjoyment of other tenants of the Project. (4) Tenant shall pay all costs for construction of alterations and shall keep the Premises and the Project free and clear of all liens which may result from work by third parties authorized by Tenant. If any such lien is filed, the same shall be an event of default hereunder if Tenant fails to remove such lien within ten(10)days of the filing thereof. (5) Without exception, Landlord's consent to any alterations (and subsequent restoration) is contingent upon Tenant using contractors signatory to the appropriate collective bargaining agreements. (6) Unless it is explicitly stated otherwise, Tenant shall be responsible for restoring the premises to the condition, which it was delivered on the lease commencement date. 14.1 RELEASE AND INDEMNITY As material consideration to Landlord, Tenant agrees that Landlord and Landlord's partners, shareholders, officers, directors, employees and agents(collectively the "Protected Parties") shall not be liable to Tenant for any damage to Tenant or Tenant's property from any cause, and Tenant waives all claims against Landlord for damage to persons or property arising for any reason, except for damage resulting directly from Landlord's breach of its express obligations under this Lease which Landlord has not cured within a reasonable time after receipt of written notice of such breach from Tenant. Tenant shall defend, indemnify and hold Landlord and all other Protected Parties harmless from all claims, losses,causes of action, costs and expenses, and damages arising out of(a)any damage to any person or property occurring in, on or about the Premises, (b)use by Tenant or its agents of the Premises and/or the Project or other properties of Landlord, and/or(c)Tenant's breach or violation of any term of this Lease. 15.1 INSURANCE Tenant,at its cost, shall maintain public liability and property damage insurance and products liability insurance with a single combined liability limit of$1,000,000, insuring against all liability of Tenant and its authorized representatives arising out of or in connection with Tenant's use or occupancy of the Premises. Public liability insurance, products liability insurance and property damage insurance shall insure performance by Tenant of the indemnity provisions of Section 14.1. Landlord shall be named as an additional insured and the policy shall contain cross- liability endorsements. On all its personal property, at its cost, Tenant shall maintain a policy of standard fire and extended coverage insurance with vandalism and malicious mischief endorsements and "all risk" coverage on all Tenant's improvements and alterations in or about the Premises,to the extent of at least 100%of their full replacement value. The proceeds from any such policy shall be used by Tenant for the replacement of personal property and the restoration of Tenant's improvements or alterations. All insurance required to be provided by Tenant under this Lease shall release Landlord and the other Protected Parties from any claims for damage to any person or the Premises and the Project, and to Tenant's fixtures, personal property, improvements and alterations in or on the Premises or the Project, caused by or resulting from risks insured against under any insurance policy carried by Tenant and in force at the time of such damage. All insurance required to be provided by Tenant under this Lease: (a) shall be issued by insurance companies authorized to do business in the state in which the Premises are located; (b) be reasonably acceptable to Landlord; (c) shall be issued as a primary policy; and (d) shall contain an endorsement requiring at least 30 days prior written notice of cancellation to Landlord and Landlord's lender, before cancellation or change in coverage, scope or amount of any policy. Tenant shall deliver a certificate or copy of such policy together with evidence of payment of all current premiums to Landlord within 10 days of execution of this Lease. Tenant's failure to provide evidence of such coverage to Landlord may, in Landlord's sole discretion,constitute a default under this Lease. 16.1 DESTRUCTION If during the term, the Premises or Project is more than 25% destroyed (based upon replacement cost) from any cause, or rendered inaccessible or unusable from any cause, Landlord may, in its sole discretion, terminate this Lease by delivery of notice to Tenant within 30 days of such event without compensation to Tenant, If Landlord does not elect to terminate this se, and if, in Landlord's estimation, the 3/95 1VP. Please Initial Page 6 of 21 � / KS' ndlord Tenant Premises cannot be restored within 180 days following such destruction,the Landlord shall notify Tenant and Tenant may terminate this Lease by delivery of notice to Landlord within 30 days of receipt of Landlord's notice. If Landlord does not terminate this Lease and if in Landlord's estimation the Premises can be restored within 180 days, then Landlord shall commence to restore the Premises in compliance with then existing laws and shall complete such restoration with due diligence. In such event, this Lease shall remain in full force and effect, but there shall be an abatement of Base Monthly Rent between the date of destruction and the date of completion of restoration,based on the extant to which destruction interferes with Tenant's use of the Premises; provided,there shall be no abatement if such damage is the result of Tenant's negligence or wrongdoing. Tenant shall not be entitled to any damages or compensation for loss of use or any inconvenience occasioned by damage or any repair or restoration. 17.1 CONDEMNATION (1) Definitions. The following definitions shall apply. (1) "Condemnation" means (a) the exercise of any governmental power of eminent domain, whether by legal proceedings or otherwise by condemnor and (b)the voluntary sale or transfer by Landlord to any condemnor either under threat of condemnation or while legal proceedings for condemnation are proceeding;(2)"Date of Taking"means the date the condemnor has the right to possession of the property being condemned; (3)"Award"means all compensation,sums or anything of value awarded, paid or received on a total or partial condemnation; and(4)"Condemnor"means any public or quasi-public authority,or private corporation or individual, having a power of condemnation. (2) Obligations to Be Governed by Lease. If during the term of the Lease there is any taking of all or any part of the Premises or the Project,the rights and obligations of the parties shall be determined pursuant to this Lease. (3) Total or Partial Taking. If the Premises are totally taken by condemnation, this Lease shall terminate on the Date of Taking. If any portion of the Premises is taken by Condemnation,this Lease shall terminate as to the part so taken as of the Date of Taking,but shall in all other respects remain in effect, except that Tenant can elect to terminate this Lease if the remaining portion of the Premises is rendered unsuitable for Tenant's continued use of the Premises. If Tenant elects to terminate this Lease, Tenant must exercise its right to terminate by giving notice to Landlord within 30 days after the nature and extent of the Condemnation have been finally determined. If Tenant elects to terminate this Lease. Tenant shall also notify Landlord of the date of termination, which date shall not be earlier than thirty(30)days, nor later than ninety(90)days after Tenant has notified Landlord of its election to terminate; except that this Lease shall terminate on the Date of Taking if the Date of Taking falls on a date before the date of termination as designated by Tenant. If any portion of the Premises is taken by condemnation and this Lease remains in full force and effect, on the Date of Taking the Base Monthly Rent shall be reduced by an amount in the same ratio as the total number of square feet in the Premises taken bears to the total number of square feet in the Premises immediately before the Date of Taking. (4) Landlord's Election. Notwithstanding anything herein to the contrary, if the Project or any portion thereof is taken by Condemnation and the portion taken does not, in Landlord's sole judgment,feasibly permit the continuation of the operation of the Project by Landlord,then Landlord shall have the right to terminate this Lease by written notice given within thirty(30)days following the Date of Taking. (5) Award. Tenant shall have no right or claim to all or any portion of the Award; provided this shall not limit Tenant's right to seek and to receive compensation for relocation expenses or the value of its personal property taken, so long as receipt of such compensation does not decrease the Award otherwise payable to Landlord. 18.1 ASSIGNMENT OR SUBLEASE Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity(except Tenant's authorized representatives, employees, invitees, or guests)to occupy or use all or any part of the Premises without first obtaining Landlord's consent which Landlord may withhold in its sole discretion. Any assignment, encumbrance or sublease without Landlord's written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other or to a third party shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. The phrase "controlling percentage" means ownership of and right to vote stock possessing at least 25%of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for election of directors. The preceding two sentences shall not apply to corporations the stock of which is traded through an exchange or over the counter. All rent received by Tenant from its subtenants in excess of the rent payable by Tenant to Landlord under this Lease (allocated on a square footage basis in cases of partial subleasing)shall be paid to Landlord, and any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord,whether or not consent is ultimately given, $100 or Landlord's reasonable attorneys' fees incurred in connection with such request, whichever is greater. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law(including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) If Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or(b)If a writ of attachment or execution is levied on this Lease;or(c)If in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant. 19.1 DEFAULT The occurrence of any of the following shall constitute a default by Tenant: (a)A failure to pay rent or other charge when due; (b) Failure to perform any other provision of this Lease; (c) abandonment or vacation of the Premises (failure to occupy and operate the Premises for 15 consecutive days shall be deemed an abandonment and vacation)except seasonal vacation or oth- similar temporary cessation of business; 3/95 kumpPlease Initial Page 7 of 21 ki / Ks' indlord Tenant or (d) the use of any contractors (for maintenance purposes, for alterations to the space or for any other purpose associated with the Premises) without prior written consent from the Landlord. 20.1 LANDLORD'S REMEDIES (1) Landlord shall have the following remedies if Tenant is in default. These remedies are not exclusive; they are cumulative and in addition to any remedies now or later allowed by law. Landlord may terminate this Lease and/or Tenant's right to possession of the Premises at any time. No act by Landlord other than giving notice to Tenant shall terminate this Lease. Acts of maintenance, efforts to relet the Premises, or the appointment of a receiver on Landlord's initiative to protect Landlord's interest under this Lease shall not constitute a termination of this Lease. Upon termination of this Lease or of Tenant's right to possession, Landlord has the right to recover from Tenant: (1)The worth of the unpaid rent that had been earned at the time of such termination; (2)The worth of the amount of the unpaid rent that would have been earned after the date of such termination; and (3) Any other amount, including court, attorney and collection costs, necessary to compensate Landlord for all detriment proximately caused by Tenant's default. "The Worth,"as used for Item 20.1(1) in this Paragraph is to be computed by allowing interest at the Default Rate. "The worth" as used for Item 20.1(2) in this Paragraph is to be computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of termination of Tenant's right of possession (2) All covenants and agreements to be performed by Tenant under any of the terms of this Lease shall be performed by Tenant at Tenant's sole cost and expense and without any abatement of rent. If Tenant shall fail to pay any sum of money owed to any party other than Landlord, for which it is liable hereunder, or if Tenant shall fail to perform any other act on its part to be performed hereunder, and such failure shall continue for ten (10) days after notice thereof by Landlord, Landlord may, without waiving such default or any other right or remedy, but shall not be obligated to, make any such payment or perform any such other act to be made or performed by Tenant. All sums so paid by Landlord and all necessary incidental costs, together with interest thereon at the Default Rate from the date of expenditure by Landlord, shall be payable to Landlord on demand 21.1 ENTRY ON PREMISES Landlord and its authorized representatives shall have the right to enter the Premises at all reasonable times for any of the following purposes: (a)To determine whether the Premises are in good condition and whether Tenant is complying with its obligations under this Lease; (b)To do any necessary maintenance and to make any restoration to the Premises or the Project that Landlord has the right or obligation to perform; (c) To post"for sale" signs at any time during the term, to post "for rent" or "for lease" signs during the last 90 days of the term, or during any period while Tenant is in default; (d)To show the Premises to prospective brokers, agents, buyers, tenants or persons interested in leasing or purchasing the Premises, at any time during the term, or(e)To repair, maintain or improve the Project and to erect scaffolding and protective barricades around and about the Premises but not so as to prevent entry to the Premises and to do any other act or thing necessary for the safety or preservation of the Premises or the Project. Landlord shall not be liable in any manner for any inconvenience, disturbance, loss of business,nuisance or other damage arising out of Landlord's entry onto the Premises as provided in this Section. Tenant shall not be entitled to an abatement or reduction of rent if Landlord exercises any rights reserved in this Section. Landlord shall conduct its activities on the Premises as provided herein in a manner that will cause the least inconvenience, annoyance or disturbance to Tenant. For each of these purposes, Landlord shall at all times have and retain a key with which to unlock all the doors in, upon and about the Premises, excluding Tenant's vaults and safes. Tenant shall not alter any lock or install a new or additional lock or bolt on any door of the Premises without prior written consent of Landlord. If Landlord gives its consent. Tenant shall furnish Landlord with a key for any such lock. 22.1 SUBORDINATION Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any mortgagee or any beneficiary of a Deed of Trust with a lien on the Project or any ground lessor with respect to the Project, this Lease shall be subject and subordinate at all times to(a)all ground leases or underlying leases which may now exist or hereafter be executed affecting the Project, and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Project,ground leases or underlying leases, or Landlord's interest or estate in any of said items is specified as security. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or Deed of Trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the successor in interest to Landlord, at the option of such successor in interest. Tenant covenants and agrees to execute and deliver, upon demand by Landlord and in the form requested by Landlord any additional documents evidencing the priority or subordination of this Lease with respect to any such ground lease or underlying leases or the lien of any such mortgage or Deed of Trust Tenant hereby irrevocably appoints Landlord as attorney-in-fact of Tenant to execute,deliver and record any such document in the name and on behalf of Tenant. Tenant,within ten days from notice from Landlord, shall execute and deliver to Landlord, in recordable form, certificates stating that this Lease is not in default, is unmodified and in full force and effect, or in full force and effect as modified, and stating the modifications. This certificate should also state the amount of current monthly rent, the dates to which rent has been paid in advance, the amount of any security deposit and prepaid rent, and such other matters as Landlord may request. Failure to deliver this certificate to Landlord within ten days shall be conclusive upon Tenant that this Lease is in full force and effect and has not been modified except as may be represented by Landlord In addition, in connection with any sale or financing involving the Premises, Tenant shall deliver to Landlord, within twenty (20) days of request by Landlord, a current audited financial statement of Tenant and of each guarantor 23.1 NOTICE Any notice,demand, request, consent, approval or communication desired by either party or required to be given, shall be in writing and either served personally or sent by prepaid certified first class mail, addressed as set forth in Section 1 1 Either party may change its address by notification to the other party. Notice shall be deemed to be communicated 48 hours from the time of such mailing,or upon the time of service as provided in this Section. 24.1 WAIVER No delay or omission in the exercise of any right or remedy by Landlord shall impair such right or remedy or be construed as a waiver. No act or conduct of Landlord, including without limitation, acceptance of the keys to the Premises, shall constitute an acceptance of the surrender of the Premises by Tenant before the expiration of the term. Only written notice from Landlord to Tenant shall constitute acceptance of the 3/95 Please Initial LID ri Page 8 of 21 Lllord Tenant surrender of the Premises and accomplish termination of the Lease. Landlord's consent to or approval of any act by Tenant requiring Landlord's consent or approval shall not be deemed to waive or render unnecessary Landlord's consent to or approval of any subsequent act by Tenant. Any waiver by Landlord of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of the Lease. 25.1 SURRENDER OF PREMISES; HOLDING OVER Upon expiration of the term or the termination of this Lease or of Tenant's right of possession, Tenant shall surrender to Landlord the Premises and all tenant improvements and alterations (except alterations which Tenant has the right or obligation to remove) in good condition, except for ordinary wear and tear. Tenant shall remove all personal property including, without limitation, all wallpaper, paneling and other decorative improvements or fixtures and shall perform all restoration made necessary by the removal of any alterations or Tenant's personal property before the expiration of the term, including for example, restoring all wall surfaces to their condition prior to the commencement of this Lease. Landlord can elect to retain or dispose of in any manner Tenant's personal property not removed from the Premises by Tenant prior to the expiration of the term. Tenant waives all claims against Landlord for any damage to Tenant resulting from Landlord's retention or disposition of Tenant's personal property. Tenant shall be liable to Landlord for Landlord's costs for storage,removal o disposal of Tenant's personal property. If Tenant fails to surrender the Premises upon the expiration of the term, or upon the termination of this Lease or of Tenant's right of possession, Tenant shall defend, indemnify and hold Landlord harmless from all resulting loss or liability, including without limitation, any claim made by any succeeding tenant founded on or resulting from such failure. . If Tenant,with Landlord's consent, remains in possession of the Premises after expiration of this Lease, such possession by Tenant shall be deemed to be a month-to-month tenancy terminable on written 30-day notice at any time, by either party. All provisions of this Lease,except those pertaining to term and rent, shall apply to the month-to-month tenancy. Tenant shall pay Base Monthly Rent in an amount equal to 150% of the Base Monthly Rent for the last full calendar month during the regular term plus 100% of said last month's estimate of Tenant's share of Expenses pursuant to Section 4.3(3). If Tenant holds over after the expiration of the Term or the earlier termination hereof without the express written consent of Landlord,Tenant shall become a tenant at sufferance only, at a rental rate equal to two hundred percent (200%) of the Base Monthly Rent in effect upon the date of such termination or expiration, prorated on a daily basis, and subject to the terms, covenants and conditions herein specified,so far as applicable, including section 4.3. Acceptance by Landlord of rent after such expiration or earlier termination shall not result in a renewal or extension of the Lease. The foregoing provisions of this Section 25.1 are in addition to and do not affect Landlord's right of re-entry or any rights of Landlord thereunder or as otherwise provided by law. If Tenant fails to surrender the Premises upon the expiration of this Lease despite demand to do so by Landlord,Tenant shall indemnify and hold Landlord harmless from all loss or liability, including without limitation, any claim made by any succeeding tenant founded on or resulting from such failure to surrender and any attorney's fees and costs. 26.1 LIMITATION OF LIABILITY: The liability of the Belfair Landing Commercial Complex with regard to all aspects of the lease shall be limited to the assets of RWJJ,INC. in consideration of the benefits accruing hereunder,Tenant agrees that,regarding any claim against Landlord and/or any other Protected Party,including in the event or alleged failure,breach or default by Landlord. a. The sole and exclusive remedy of Tenant shall be against the interest of Landlord in the Project, and neither Landlord nor any other Protected Party shall have any other liability whatsoever. b. If Landlord is a partnership, the following provisions of this item shall also apply: (i) No partner of Landlord shall be sued or named as a party in any suit or action; (ii) No service of process shall be made against any partner of Landlord (except as may be necessary to secure jurisdiction of the partnership); (iii) No partner of Landlord shall be required to answer or otherwise plead to any service or process; (iv)No judgment may be taken against any partner of Landlord; (v)Any judgment taken against any partner of Landlord may be vacated and set aside at any time without hearing: and (vi) No writ of execution will ever be levied against the assets of any partner of Landlord. c. These covenants and agreements contained in this Section are enforceable both by Landlord and also by any other Protected Party. d. Tenant agrees that each of the foregoing provisions shall be applicable to any and all liabilities, claims and causes of action whatsoever, including those based on any provision of this Lease,any implied covenant, and/or any statute or common law principle. 27.1 MISCELLANEOUS PROVISIONS (1) Time of Essence. Time is of the essence of each provision of this Lease. (2) Successor. This Lease shall be binding on and inure to the benefit of the parties and their successors, except as provided in Section 18.1 herein. (3) Landlord's Consent. Any consent required by Landlord under this Lease must be granted in writing. No such consent shall be unreasonably withheld, but any consent may be issued subject to reasonable conditions. As a condition to any consent, Landlord may require that any other party or parties with a right of consent issue such consent on terms acceptable to Landlord. (4) Commissions. Each party represents that it has not had dealings with any real estate broker,finder or other person with respect to this Lease in any manner, except for the broker identified in Section 1.1,who shall be compensated by Landlord, unless otherwise stated. (5) Other Charges. If Landlord becomes a party to any litigation concerning this Lease,the Premises or the Project,by reason of any act or omission of Tenant or any agent,guest or invitee of Tenant,Tenant shall be liable to Landlord for all attorneys fees and costs incurred by Landlord in connection with such litigation, including any appeal or review. 3/95 .• �/ Please Initial Page 9 of 21 1�1 Landlord Tenant (6) Administration Fee. Should Landlord be in the position of incurring any costs on behalf of Tenant or should Tenant not fulfill any obligations of which they are liable under the terms of the Lease and of which Landlord incurs thereof, Tenant shall be liable not only for the costs incurred, but in addition shall be liable for a ten percent(10%)surcharge above and beyond said actual costs. In the event of litigation between Tenant and Landlord and/or any other Protected Party, the prevailing party shall be entitled to recover from the losing party all costs and attorneys fees incurred both at and in preparation for trial and any appeal or review. If Landlord employs a collection agency to recover delinquent charges, Tenant agrees to pay all collection agency and attorneys' fees charged to Landlord in addition to rent, late charges, interest and other sums payable under this Lease. Tenant shall pay a charge of $200 to Landlord for preparation of a demand for delinquent rent. (7) Landlord's Successors. In the event of a sale or conveyance by Landlord of the Project or a portion thereof including the Premises, or of Landlord's interest in the foregoing, the same shall operate to release Landlord from any liability under this Lease, and in such event Landlord's successor in interest shall be solely responsible for all obligations of Landlord under this Lease. (8) Interpretation. This Lease shall be construed and interpreted in accordance with the laws of the state in which the Premises are located. This Lease constitutes the entire agreement between the parties with respect to the Premises and the Project, except for such guarantees or modifications as may be executed in writing by the parties from time to time. When required by the context of this Lease, the singular shall include the plural, and the masculine shall include the feminine and/or neuter. "Party" shall mean Landlord or Tenant. If more than one person or entity constitutes Tenant, the obligations imposed upon Tenant shall be joint and several. The enforceability, invalidity or illegality of any provision shall not render the other provisions unenforceable, invalid or illegal. (9) Third Parties. The Protected Parties shall have the right to enforce the provisions of this Lease which reference them. Except for the foregoing, there are no third parties benefitted hereby, this Lease being intended solely for the benefit of Landlord and Tenant. Notwithstanding the foregoing, the beneficiary under a trust deed, or a mortgagee, holding a security interest in the Project shall be a third party beneficiary of the Tenant's obligations set forth in Sections 30.1 and 31.1 hereof and shall have the right to enforce such provisions. (10) Survival. The release and indemnity covenants of Tenant, the right of Landlord to enforce its remedies hereunder, the attorneys fees provisions hereof, the provisions of Section 26.1 hereof, as well as all provisions of this Lease which contemplate performance after the expiration or termination hereof or the termination of Tenant's right to possession hereunder, shall survive any such expiration or termination. (11) Use of Contractors. ALL TENANT IMPROVEMENTS AND FIXTURES INSTALLATION (AND SUBSEQUENT RESTORATION)SHALL BE PERFORMED BY A CONTRACTOR SIGNATORY TO ALL APPLICABLE COLLECTIVE BARGAINING AGREEMENTS AND APPROVED BY LANDLORD IN WRITING PRIOR TO THE COMMENCEMENT OF ANY WORK. ALL PERMITS ARE THE RESPONSIBILITY OF THE TENANT. TENANT AGREES THAT IF ALTERATIONS/RESTORATIONS ARE DONE WITHOUT THE EXPRESS WRITTEN CONSENT OF THE LANDLORD THAT TENANT WILL PAY A PENALTY EQUAL TO THE COST OF THE ALTERATION/RESTORATION. 28.1 EMISSIONS Tenant shall not: a. Discharge, emit or permit to be discharged or emitted, any liquid, solid or gaseous matter, or any combination thereof, into the atmosphere, the ground or any body of water, which matter, as reasonably determined by Lessor or any governmental entity, does, or may, pollute or contaminate the same, or is, or may become, radioactive or does, or may, adversely affect the (1) health or safety of persons,wherever located,whether on the Premises or anywhere else, (2)condition, use or enjoyment of the Premises or any other real or personal property,whether on the Premises or anywhere else,or(3)Premises or any of the improvements thereto or thereon including buildings,foundations, pipes, utility lines, landscaping or parking areas; b. Produce, or permit to be produced, any intense glare, light or heat except within an enclosed or screened area and then only in such manner that the glare, light or heat shall not be discernible from outside the Premises; c. Create, or permit to be created, any sound pressure level which will interfere with the quiet enjoyment of any real property outside the Premises;or which will create a nuisance or violate any Law, rule, regulation or requirement; d. Create,or permit to be created, any ground vibration that is discernible outside the Premises; e. Transmit, receive or permit to be transmitted or received, any electromagnetic, microwave or other radiation which is harmful or hazardous to any person or property in,on or about the Premises,or anywhere else. 28.2 STORAGE AND USE (1) Storage. Subject to the uses permitted and prohibited to Tenant under this lease,Tenant shall store in appropriate leak proof containers all solid, liquid, or gaseous matter, or any combination thereof,which matter, if discharged or emitted into the atmosphere,the ground or any body of water,does or may(1)pollute or contaminate the same,or(2)adversely affect the(i)health or safety of persons,whether on the Premises or anywhere else, (ii) condition, use or enjoyment of the Premises or any real or personal property, whether on the Premises or anywhere else, or(iii)Premises or any of the improvements thereto or thereon. (2) Use. In addition, without Landlord's prior written consent, Tenant shall not use, store or permit to remain on the Premises any solid, liquid or gaseous matter which is, or may become, radioactive, If Landlord does give its consent,Tenant shall store the materials in such a manner that no radioactivity will be detectable outside a designated storage area and Tenant shall use the materials in such a manner that(1)no real or personal property outside the designated storage area shall become contami ted thereby or(2)there are and shall be 3/95 ` ' C' 9 nI,, /9i Please Initial Page 10 of 21 Ir L. .lord Tenant no adverse effects on the (i) health or safety of persons, whether on the Premises or anywhere else, (ii) condition, use or enjoyment of the Premises or any real or personal property thereon or therein,or(iii)Premises or any of the improvements thereto or thereon. (3) Outdoor Storage. Outdoor storage is not permitted, other than rented yard if applicable. For the purposes of this Lease, outdoor storage shall include, but not be limited to, any item or items placed in any area other than within the rented premises. Outdoor storage areas shall include any public and/or common area, loading zones, and parking spaces. Storage items shall include, but not be limited to, vehicles (regardless of working condition or registration), trailers or recreation type vehicles, boats, merchandise or materials or any item or items being kept for any length of time for any reason. Vehicles used for daily transportation are permitted to park in parking spaces only and only under the terms and conditions outlined in the Lease. Parking spaces are not part of the rented premises and although Tenant has the right to use parking spaces for daily transportation,there are no rights connnected to said parking spaces and at no time are they to be used for outdoor storage. 28.3 DISPOSAL OF WASTE (1) Refuse Disposal. Tenant shall not keep any trash, garbage, waste or other refuse on the Premises except in sanitary containers and shall regularly and frequently remove same from the Premises. Tenant shall keep all incinerators, containers or other equipment used for the storage or disposal of such materials in a clean and sanitary condition. (2) Sewage Disposal. Tenant shall properly dispose of all sanitary sewage and shall not use the sewage system (1) for the disposal of anything except sanitary sewage or (2) in excess of the lesser of the amount (a) reasonably contemplated by the uses permitted under this Lease or (b) permitted by any governmental entity. Tenant shall keep the sewage disposal system free of all obstructions and in good operating condition. (3) Disposal of Other Waste. Tenant shall properly dispose of all other waste or other matter delivered to, stored upon, located upon or within, used on, or removed from,the premises in such a manner that it does not, and will not, adversely affect the(1)health or safety of persons,wherever located,whether on the Premises or elsewhere, (2) condition, use or enjoyment of the Premises or any other real or personal property,wherever located, whether on the Premises or anywhere else, or (3) Premises or any of the improvements thereto or thereon including buildings,foundations, pipes, utility lines, landscaping or parking areas. 29.1 COMPLIANCE WITH LAW Notwithstanding any other provision in the Lease to the contrary, Tenant shall comply with all Laws in complying with its obligations under this Lease,and in particular,Laws relating to the storage, use and disposal of hazardous or toxic matter. 30.1 INDEMNIFICATION Tenant shall defend, indemnify and hold Landlord, the other Protected Parties, the Project and the beneficiary under a trust deed, or mortgagee, holding a security interest in the Project harmless from any loss, claim, liability or expense, including,without limitation, attorneys fees and costs, at trial and/or on appeal and review, arising out of or in connection with its failure to observe or comply with the provisions of this Section. This indemnity shall survive the expiration or earlier termination of the term of the Lease or the termination of Tenant's right of possession and be fully enforceable thereafter. 31.1 ADDITIONAL PROVISIONS The following covenants and agreements shall in no way diminish or limit the foregoing provisions of this Section. No use may be made of, on or from the Premises relating to the handling, storage, disposal,transportation, or discharge of Hazardous Substances(as defined below). All of such use which does occur shall be in strict conformance with all Laws. Tenant shall give prior written notice to Landlord of any use, whether incidental or otherwise, of Hazardous Substances on the Premises, or of any notice of any violation of any Law with respect to such use. Landlord and any ground lessor or master lessor of the Premises and/or the Project shall have the right to request and to receive information with respect to use of Hazardous Substances on the Premises in writing. In addition to the indemnity obligations contained elsewhere herein, Tenant shall indemnify, defend and hold harmless Landlord, the other Protected Parties,the Premises,the Project, and the beneficiary under a trust deed, or a mortgagee, holding a security interest in the Project. from and against all claims, losses, damages, costs, response costs and expenses, liabilities, and other expenses caused by,arising out of. or in connection with, the generation, release, handling, storage, discharge, transportation, deposit or disposal in, on, under or about the Premises by Tenant or any of Tenant's Agents of the following (collectively referred to as "Hazardous Substances"): hazardous materials, hazardous substances, toxic wastes, toxic substances, pollutants, petroleum products, underground tanks, oils, pollution, asbestos, PCB's, materials, or contaminants, as those terms are commonly used or as defined by federal, state, and/or local law or regulation related to protection of health or the environment, including but not limited to. the Resource Conservation and Recovery Act(RCRA) (42 U.S.C. §6901 et seq.); the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) (42 U.S.C. § 9601, et seq.): the Toxic Substances Control Act(15 U.S.C. § 2601, et seq.): the Clean Water Act(33 U.S.C. § 1251, et seq.): the Clean Air Act(42 U.S.C. § 7401 et seq.); and ORS Chapters 453, 465 and 466 as any of same may be amended from time to time, and/or by any rules and regulations promulgated thereunder. Such damages, costs, liabilities, and expenses shall include such as are claimed by any regulating and/or administering agency, any ground lessor or master lessor of the Project, the holder of any Mortgage or Deed of Trust on the Project, and/or any successor of the Landlord named herein. This indemnity shall include (a) claims of third parties, including governmental agencies, for damages, fines, penalties, response coats, monitoring costs, injunctive or other relief; (b) the costs, expenses or losses resulting from any injunctive relief, including preliminary or temporary injunctive relief; (c)the expenses, including fees of attorneys and experts, of reporting the existence of Hazardous Substances to an agency of the State of Oregon or of the United States as required by applicable laws and regulations; (d) any and all expenses or obligations, including attorney's and paralegal fees, incurred at, before and after any trial or appeal therefrom or review thereof, or an administrative proceeding or appeal therefrom or review thereof, whether or not taxable as costs, including, without limitation, attorney's fees, paralegal fees, witness fees (expert and otherwise), deposition costs, photocopying and telephone charges and other expenses related to the foregoing, all of which shall be paid by Tenant to Landlord when such expenses are accrued. This indemnity shall survive the expiration or earlier termination of the term of the Lease or the termination of Tenant's right of possession and be fully enforceable thereafter. r� 3/95 goo / Please Initial � (� Page 11 of 21 t�' / / KS LL' dlor. Tenant 32.1 INFORMATION Tenant shall provide Landlord with any and all information regarding Hazardous Substances in the Premises, including contemporaneous copies of all filings and reports to governmental entities, and any other information requested by Landlord. In the event of any accident,spill or other incident involving Hazardous Substances,Tenant shall immediately report the same to Landlord and supply Landlord with all information and reports with respect to the same. All information described herein shall be provided to Landlord regardless of any claim by Tenant that it is confidential or privileged. 33.1 USE OF CONTRACTORS ALL TENANT IMPROVEMENTS AND FIXTURES INSTALLATION (AND SUBSEQUENT RESTORATION) SHALL BE PERFORMED BY A CONTRACTOR SIGNATORY TO ALL APPLICABLE COLLECTIVE BARGAINING AGREEMENTS AND APPROVED BY LANDLORD IN WRITING PRIOR TO THE COMMENCEMENT OF ANY WORK. ALL PERMITS ARE THE RESPONSIBILITY OF THE TENANT. TENANT AGREES THAT IF ALTERATIONS/RESTORATIONS ARE DONE WITHOUT THE EXPRESS WRITTEN CONSENT OF THE LANDLORD THAT TENANT WILL PAY A PENALTY EQUAL TO THE COST OF THE ALTERATION/RESTORATION 34.1 IMPROVEMENT ALLOWANCE: Landlord agrees to provide an allowance of $ NONE for the sole purposes ofcapital improvements to the premises. Any portion of the allowance which exceeds the cost of tlhe desired improvements of is otherwise remaining after completion, shall accrue to the sole benefit of Landlord,it being agreed that Tenant shall not be entitled to any credit,offset,abatement,or payment with respect thereto. 35.1 LEASE TERMINATION: See Section 1.1 h. (Lease Expiration): TENANT: MASON CO Y FACILITI .4404,0 BY: If ITS: MASON COUNTY FACILITIES MANAGER LANDLORD: R.W.J.J C. BY: r.111. C4) ITS: PRESIDENT 06-2019 P ase Initial I �c Page 12 of 21 111 `I / dlord Tenant TRANSCRIBED 06-06-2019 JHB EMI 610Z-90-90 QHHINJSNVI L LZ 10 E l abed iueuay p„puri 561E S 1 b )�4\ 'Mu'am!, �^401 II 1 J - . ob 0 a �{ ,-21 .o1 . a, / -a s..s.-3 �oi)N ,o, x .o Ili i 'lJ ;7ijjo •wx. _,Jill(. Ct I--- - - - ... . .... .. _ I. O aa3a�. r_.. -•- •___ .,?_ ___ .01 ..._ _____4_. _ ,I___j \__,, _ q„ .. ........___. ....4. . ,)... . . , . ,,.. _ __ ____ . _ . _ ___ .._. _. _____ 99911Ala8c1 3H1 V 118IHX3 • sluawanoidwl piepuelg 6ulpun9 :£-a—a SU6!S —0 pafwd —a saslwaJd —t' sllgiyxj EXHIBIT B BELFAIR LANDING COMPLEX PROJECT d I I , 1. I c o . —1 d i 1 i to to r I .1 A Tj [N ao 1 /3 r I '1 / „ j j D� f Js .. I Db , 1 fo 11...,......,...„. ...:L...,. r f iii Plea Initial Page 14 of 21 r 'f}r _. ,' Ks f ,/ 3 pC • ,., , La.lor Tenant TRANSCRIBED 06.06-=019 JHB EXHIBIT C SIGN REGULATIONS These regulations have been established for the purpose of maintaining the overall appearance of the Project. Compliance will be strictly enforced. Any sign installed without the approval of the Landlord will be brought to conformity at the expense of the Tenant. General Requirements regarding the installation and removal of signage: 1) Tenant agrees to the specifications outlined below. 2) Tenant shall obtain a cost estimate for approved signage. • 3) Tenant's sign vendor shall submit to Landlord a schematic drawing of signage, which shows dimensions and materials used for sign. 4) Landlord will, upon review of schematic from Tenant's sign vendor shall issue written approval or denial of the proposed sign. 5) Tenant shall submit a sign fee of $300 to cover cost to remove signage and restore the panel upon which it was affixed. 6) Tenant agrees that no sign will be placed on the building without Landlord's explicit written authorization. General Specifications 1) Outside building signs may be no more than sixteen (16) inches tall and no more than twelve(12 feet in length. 2) No electrical or audible signs will be permitted. 3) Placement of the sign and method of attachment to the building will be directed by the Landlord. 4) Except as provided herein, no advertising placards, banners, pennants, names, insignias, trademarks, or • other descriptive material shall be affixed or maintained upon the glass planes or exterior walls of the building, landscaped areas, streets or parking areas.. 5) Tenants may select the style, size and color of the individual company's lettering and logo, subject to Landlord's approval as provided above. 3/95 , �/ Please Initial Page 15 of 21 `\ C La\dlord Tenant EXHIBIT D BUILDING STANDARD IMPROVEMENTS Tenant Improvements BELFAIR LANDING COMMERCIAL COMPLEX: NE 23293 HWY 3 BUILDING (B) SUITE 1 & 2 BELFAIR,WA.98528 ALL TENANT IMPROVEMENTS AND FIXTURES INSTALLATION INCLUDING RACK INSTALLATION SHALL BE PERFORMED BY A CONTRACTOR SIGNATORY TO ALL APPLICABLE COLLECTIVE BARGAINING AGREEMENTS AND APPROVED BY LANDLORD. ALL PERMITS ARE THE RESPONSIBILITY OF THE TENANT , ANY TENANT ALTERATIONS OR IMPROVEMENTS MADE SHALL REMAIN ON AND BE SURRENDERED WITH THE PREMISES UPON EXPIRATION OR TERMINATION OF THIS LEASE,EXCEPT THAT LANDLORD MAY,WITHIN 30 DAYS BEFORE OR 30 DAYS AFTER THE EXPIRATION OR TERMINATION OF THIS LEASE OR THE TERMINATION OF TENANT'S RIGHT OF POSSESSION ELECT TO REQUIRE TENANT TO REMOVE ANY ALTERATIONS OR IMPROVEMENTS TENANT MAY HAVE MADE TO THE PREMISES. Pk- • Plea se ase Initial • 'Lk KS r` andlord Tenant EXHIBIT D-1 BELFAIR LANDING COMMERCIAL COMPLEX: TENANT IMPROVEMENT STANDARDS FOR OFFICES: 1. Interior Walls - Partitions of 3-1/2" metal studs. 5/8"type "X"gypsum board with rubber base at an allowance of 66 linear feet of wall per 1,000 square feet. 2 Interior Office Doors- 3' x 7'solid core, plain sliced red oak. Finish: mfg. standard color. 8 ga. cold rolled frames by Timely and latch set. One door per 300 square feet. Provide cost for additive alternate red oak, prefinished, frame door and trip; light pigment stain, two coats;lacquer top coat. Door Hardware - 4 -1/2" x 4 -1/2" commercial medium duty hinges, 'D' series, orbit style,•lock or latchsets, all Dark Bronze f• finish(10-B)or Brush Chrome(626). 3. Ceilings-9'0"A.F.F. 2' x 4' t-bar acoustical tile throughout office area. Armstrong Cortega or approved. Grid system to be installed per code. 4. Insulation-6"(R-19) insulation above ceiling tile, 4"(R-11)insulation at perimeter wall locations. 5. Painting-All walls to be painted with one coat primer and two coats latex enamel paint. Finish to be satin low gloss. 6. Floor Covering-Carpet allowance of$12.00 per square yard direct glue to concrete floor. Level loop 26 oz.Orion by Astor. Sheet vinyl in restrooms and lunch areas. Base - 4" cove rubber Roppe or Flexco, manufactured standard colors. Provide cost for additive alternative 1"x4" prefinished oak to match doors. 7. Lighting - 2"x4' three lamp fluorescent, lay-in type with acrylic prismatic. Install fixture to provide approximately 75 foot candle average maintained light level. but not to exceed 1.5 watts per square foot. 8. Plumbing-One toilet room per 1,500 square feet, handicapped equipped,with lavatory, toilet paper holder, and hand towel dispensers provided with each office area development. 9. Heating, Ventilation, Air Conditioning- positive ventilating system, heating and air conditioning provided to all office areas. 20°cooling temperature differential and 75°heating differential. Diffusers to be located for min./max. velocity of 50/250 per minute. Return air diffusers to be located centrally. 10. Sprinklers-Fire protection to meet standard office construction fire code requirements. 11. Electrical -Wall duplex outlets will be provided at an allowance of one for each 125 square feet of office area. Dedicated circuits available, to be evaluated on an individual basis. One lighting switch-leg(one way)per room. 12. Telephone Outlets-Telephone mudring pull-strings at the rate of two wall outlets for each 250 square feet,with locations to be provided by Tenant to Landlord prior to wall-framing. Phone system installation is at the expense of the tenant. 13. Space Planning-All necessary space planning to design the building standards and obtain a building permit. 14. Permits-Obtaining the building permit is the tenant and owner's responsibility. 3/95 p ( � Please Initial Page 17 of 21 110. /9 K5 andlord Tenant EXHIBIT D-2 NON STANDARD TENANT IMPROVEMENTS PROJECT: ALL TENANT IMPROVEMENTS AND FITURES INSTALLATION INCLUDING RACK INSTALLATION SHALL BE PERFORMED BY A CONTRACTOR SIGNATORY TO ALL APPLICABLE COLLECTIVE BARGAINING AGREEMENTS AND APPROVED BY LANDLORD. 3/95 `,,�, 7 Please Initial Page 18 of 21 Landlor. Tenant EXHIBIT D-3 CLASSIFICATION OF RACK STORAGE MATERIALS CLASS IV Class IV commodity is defined as Class I, II or III products containing an appreciable amount of Group A plastics in a paperboard carton of Class I, II or III products with Group A plastic packing in paperboard cartons on wood pallets. Group B plastics and free flowing group A plastics are also included in this class. Examples of Class IV products are small appliances, typewriters, and cameras with plastic parts; plastic-backed tapes and synthetic fabrics or clothing. An example of packing material is a metal product in a foamed plastic cocoon in a corrugated carton. Class IV commodities also include: Textiles: Synthetic thread and yarn except viscose,and non-viscose synthetic fabrics or clothing. Others: Vinyl floor tile, wood or metal frame upholstered furniture or mattresses with plastic covering and/or padding, and plastic-padded metal dashboards or metal bumpers. CLASS III Class III commodity is defined as wood,paper, natural fiber cloth,Group C plastics or products thereof; on wood pallets. Products may contain a limited amount of Group A or B plastics. Wood dressers with plastic drawer glides, handles, and trim are examples of a commodity with a limited amount of plastic. Examples of Class III products are: Paper Products: Books, magazines, newspapers, stationary, plastic-coated paper food containers, paper or cardboard games,tissue products, rolled paper on side or steel banded on end, regenerated cellulose(cellophane). Leather Products: Shoes,jackets,gloves and luggage. Wood Products: Doors,windows,door and window frames,combustible fiberboard,wood cabinets,furniture,and other wood products. Textiles: Natural fiber upholstered non-plastic furniture, wood or metal furniture with plastic padding and covered arm rests, mattresses without expanded plastic or rubber, absorbent cotton in cartons, natural fiber and viscose yarns, thread and products, and natural fiber clothing or textile products. Others: Tobacco products in paperboard cartons, nonflammable liquids such as soaps, detergent and bleaches, and non-flammable pharmaceuticals in plastic containers, combustible foods or cereal products, and no-negative producing film packs in sealed metal foil wrappers in paperboard packages. CLASS II Class II commodity is defined as Class I products in slatted wooden crates, solid wooden boxes, multiple-thickness paperboard cartons, or equivalent combustible packaging material on wood pallets. Examples of Class II products are: thinly coated fine wire such as radio coil wire on reels or in cartons, incandescent or fluorescent light bulbs, beer or wine up to 20%alcohol,in wood containers and Class I products,if in small cartons or small packages placed in ordinary corrugated cartons. CLASS I Class I commodity is defined as essentially non-combustible product on wood pallets, or in ordinary corrugated cartons with or without single thickness dividers,or in ordinary paper wrappings,all on wood pallets. Such products may have a negligible amount of plastic trim,such as knobs or handles. Examples of Class I products are: Metal Products: Metal desks with plastic tops and trim, electrical coils, electrical devices in their metal enclosures, pots and pans, electrical motors,dry cell batteries,metal parts,empty cans,stoves,washers,dryers and metal cabinets. Glass Products: Glass bottles,empty or filled with non-combustible liquids, mirrors. Foods: Foods in non-combustible containers, frozen foods, meat, fresh fruits and vegetables in non-plastic trays or containers, dairy products in non-wax coated paper containers, beer or wine up to 20%alcohol, in metal,glass, or ceramic containers. Others: Oil-filled and other types of distribution transformers,cement in bags,electrical insulators,gypsum board,inert pigment,dry insecticides. Note: See attached classification of plastics,plastomers and rubber. 3/95 gaily 1 Pleaseyas Initial Page 19 of 21 �✓ �� ✓S Landlord Tenant Classification of Plastics, Elastomers, and Rubber. Note: The following categories are based on unmodified plastic materials. The use of fire or flame-retading modifiers of the physical form of the material may change the classification. GROUP A ABS(Acrylonitrile-Butadiene-Styrene Copolymer Acetal(Polyformaldehyde) Acrylic(Polymethyl Methacrylate) Butyl Rubber EPDM(Ethylene-Propylene Rubber) FRP(Fiberglass Reinforced Polyester) Natural Rubber Nitrile Rubber(Acrylonitrile-Butadiene Rubber) PET(Thermoplastic Polyester) Polybutadiene Polycarbonate Polyester Elastomer Polyethylene Polypropylene Polystyrene Polyurethane PVC(Polyvinyl Chloride-highly plasticized, e.g.,coated fabric, unsupported film) SAN(Styrene Acrylonitrile) SBR(Styrene-Butadiene Rubber) GROUP B Cellulosics(Cellulose Acetate,Cellulose Acetate Butyrate,Ethyl Cellulose) Chloroprene Rubber Fluoroplastics(ECTFE-Ethylene-Chlorotrifluoroethylene Copolymer; ETFE-Ethylene-Tetrafluoroethylene Copolymer; FEP-Fluorinated Ethylene-Propylene Copolymer) Nylon(Nylon 6, Nylon 6/6) Silicon Rubber GROUP C Fluoroplastics(PCTFE-Polychlorotrifluoroethylene; PTFE-Polytetrafluoroethylene) Melamine(Melamine Formaldehyde) Phenolic PVC(Polyvinyl Chloride-rigid or lightly plasticized e.g.,pipe, pipe fittings) PVDC(Polyvinylidene Chloride) PVDF(Polyvinylidene Fluoride) PVF(Polyvinyl fluoride) Urea(Urea Formaldehyde) For storage heights above 15 feet(4.57 m), up to and including 20 feet (6.1m), provision of ceiling sprinkler density for a minimum of 2000 square feet(185.9 m2)with 165°F(74°C)or 286°F(141°C)temperature-rated sprinklers. 3/95 111; � Please Initial Page 20 of 21 �� L.ndlord Tenant BILLING INFORMATION SHEET Please fill out the following information: Contact Person: Company: Phone: Fax: Address: Address: Billing Address: Address: After Hours Emergency Contact: Name: Phone: 3/95 1, a7 Please Initial •� 7( rs Page 21 of 21 Landlord Tenant