LEASE EXTENSION AGREEMENT
THIS AGREEMENT MADE AND ENTERED INTO AS OF THE 3RD DAY OF JULY BY AND
BETWEEN SEAFO, INC., A DELAWARE CORPORATION ("LANDLORD") AND NATIONAL SECURITIES
CORPORATION, A WASHINGTON CORPORATION ("Tenant").
WITNESSETH
A. Landlord or its predecessor in interest, and tenant or its predecessor in
interest, have heretofore entered into that certain lease dated January 31,
1989, for Premises (the "Premises") as described as suite(s) or room(s)
2200, initially containing approximately 23,391 square feet in the building
(the "Property") known as 0000 Xxxxxx xxxxxx plaza, located at 0000 Xxxxxx
xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000 which lease has heretofore been amended
or assigned by instruments dated; February 23, 1994, February 28, 1996 and
August 16, 1996 (collectively, the "Lease").
*NOTE: The parties herby acknowledge and agree that the rentable area of the
premises is 25,250 square feet, 6,937 RSF located on the 21st, 16,421 RSF
located on the 22nd floor 1,892 RSF located on the 30TH floor, and the rentable
area of the Property is 677,949 square feet.
B. THE LEASE BY ITS TERMS SHALL EXPIRE ON JUNE 30, 1999 ("Prior Expiration
Date") and the parties desire to extend the Lease, all on the terms and
conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual terms and conditions herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties do hereby agree as
follows:
1. EXTENSION. The term of the lease is herby extended from the prior
expiration date so as to expire on June 30, 2004, (which extended period shall
be referred to herein as the "Extended Term" and which extended expiration date
shall be referred to herein as the "Extended Expiration Date"), unless sooner
terminated in accordance with its terms.
2. BASE OR MINIMUM RENT. All erms and conditions contained in the lease
shall continue to apply with full force and effect during the aformentioned
extended term, except as amended xxxxx and except that the base or minium
monthly rent shall be increased to the monthly ammount of $62,073.00.
3. RENT ADJUSTMENT. It is understood and agreed that any terms and
provisions in the Lease concerning rent adjustments shall remain in full force
and effect, including without limitation any provisions relating to increases or
escalations based on increases in any consumer or wholesale price index, or
similar index ("CPI"), real estate taxes, utility or other charges, or operating
expenses, except that:
(A) The base year or stop level for operating expenses shall be 1999 .
------------------------------------------------------------
(B) The base year or stop level for real estate taxes shall be 1999 .
--------------------------------------------------------------------
(C) The base date for CPI increases shall be N/A .
Under no circumstances shall Tenant be entitled to any free rent period,
construction allowance, tenant improvements or other work to the Premises, or
any other such economic incentives that may have been provided to Tenant in
connection with entering the Lease.
4. CANCELLATION OPTION. Tenant shall have the one time right to cancel this
Lease, effective December 31, 2001, by sending Landlord at least six (6) months
advance written notice accompanied by a certified or cashier's check in the
amount of $372,438.00.
5. NONRECOURSE TO LANDLORD. Any alleged liability of Landlord or of
Landlord's trustees, beneficiaries, shareholders, officers, directors,
employees, agents, advisors, or consultants (collectively the "Alleged
Responsible Parties") to Tenant or to Tenant's partners, employees, agents,
guests or invitees or to any other person or entity claiming by, through or
under Tenant (collectively the "Claimants") on account of any alleged loss,
harm, claim or demand, including without limitation any of such related to
attorneys' fees, court costs or to claims or demands of indemnification, which
is related to, arises out of, or is in connection with this Lease or any of its
Riders, Agreements, Exhibits or other addenda (the "Claims"), shall be limited
to the interest of Landlord in the Building and the rental proceeds thereof.
Claimants agree to look solely to Landlord's interest and the rental proceeds
thereof for the recovery or satisfaction of any judgment obtained against the
Alleged Responsible Parties and the Alleged Responsible Parties shall not be
personally liable on such judgment and Claimants shall have no recourse
personally against any of them. The limitations of liability contained in this
paragraph shall apply equally to all present and future Alleged Responsible
Parties and to its and their heirs, successors, transferees and assigns. Under
no circumstances, including without limitation circumstances of gross
negligence, willful misconduct, fraud or any other act or omission to act will
any Alleged Responsible Parties be personally liable to Claimants for Claims.
6. INSURANCE, SUBROGATION, AND WAIVER OF CLAIMS. Tenant shall maintain
during the Term comprehensive (or commercial) general liability insurance
including premises operations, products/completed operations and contractual
liability coverage with limits of not less than $3,000,000 combined single limit
for personal injury, bodily injury or death, or property damage or destruction
(including loss of use thereof) for any one occurrence. Tenant shall also
maintain during the Term worker compensation/Employers liability insurance as
required by statute, and primary, noncontributory, "all-risk" property damage
insurance covering Tenant's improvements, personal property, business records,
fixtures and equipment, for damage or other loss caused by fire or other
casualty or cause including, but not limited to, vandalism and malicious
mischief, theft, water damage of any type, including sprinkler leakage, bursting
or stoppage of pipes, explosion, business interruption, Boiler and machinery and
other insurable risks in amounts not less than the full insurable replacement
value of such property and full insurable value of such other interest of Tenant
(subject to $1,000.00 maximum deductible). Landlord shall, as part of Operating
Expenses, maintain during the Term comprehensive (or commercial) general
liability insurance, with limits of not less than $1,000,000 combined single
limit for personal injury, bodily injury or death, or property damage or
destruction (including loss of use thereof) for any one occurrence. Landlord
shall also, as part of Operating Expenses, maintain during the Term worker
compensation insurance as required by statute, and primary, non-contributory,
extended coverage or "all-risk" property damage insurance, in an amount equal to
at least ninety percent (90%) of the full insurable replacement value of the
Property (exclusive of the costs of excavation, foundations and footings, and
such risks required to be covered by Tenant's insurance, and subject to
reasonable deductible amounts), or such other amount necessary to prevent
Landlord from being a co-insured, and such other coverage as Landlord shall deem
appropriate or that may be required by any Holder (as defined in Article 25).
Tenant shall provide Landlord with certificates evidencing such coverage (and,
with respect to liability coverage, showing Landlord, Xxxxx Xxxx Xxxxxxx Realty
Advisors and property manager as additional insureds) prior to the Commencement
Date, which shall state that such insurance coverage may not be changed or
canceled without at least thirty (30) days' prior written notice to Landlord,
and shall provide renewal certificates to Landlord at least thirty (30) days
prior to expiration of such policies. Landlord may periodically, but not more
often than every five years, require that Tenant reasonably increase the
aforementioned coverage. Except as provided to the contrary herein, any
insurance carried by Landlord or Tenant shall be for the sole benefit of the
party carrying such insurance. Any insurance policies hereunder may be "blanket
policies". All insurance required hereunder shall be provided by responsible
insurers and Tenant's insurer shall be reasonably acceptable to Landlord and
have a minimum Best's rating of A-V.I. By this Article, Landlord and Tenant
intend that their respective property loss risks shall be borne by responsible
insurance carriers to the extent above provided, and Landlord and Tenant hereby
agree to look solely to, and seek recovery only from, their respective insurance
carriers in the event of a property loss to the extent that such coverage is
agreed to be provided hereunder. The parties each hereby waive all rights and
claims against each other for such losses, and waive all rights of subrogation
of their respective insurers, provided such waiver of subrogation shall not
affect the right of the insured to recover thereunder. The parties agree that
their respective insurance policies are now, or shall be, endorsed such that
said waiver of subrogation shall not affect the right of the insured to recover
thereunder, so long as no material additional premium is charged therefor.
Furthermore, if Tenant hires a contractor or subcontractor said contractors'
general liability insurance will name Landlord, Xxxxx Lang Wootton Realty
Advisors and property manager as additional insureds.
7. PARKING AGREEMENT. See attached Parking Agreement for additional Lease
provisions.
8. Extension Fee: Landlord will provide to National Securities Corporation,
at its sole expense an extension fee equal to $44,187.50, to be paid upon lease
execution.
9. NONDISCLOSURE. We are submitting this Lease Extension Agreement on the
condition that Tenant not discuss any of the matters set forth in the Lease
Extension and Amendment Agreement or disseminate or distribute any information
concerning the terms, details or conditions hereof to any person, firm or entity
without obtaining the express written approval of Landlord.
10. WHOLE AGREEMENT. This Agreement sets forth the entire agreement between
the parties with respect to the matters set forth herein. There have been no
additional oral or written representations or agreements. As extended and
amended herein, the Lease between the parties shall remain in full force and
effect. In case of any inconsistency between the provisions of the Lease and
this Agreement, the latter provisions shall govern and control. Under no
circumstances shall this Agreement be deemed to grant any right to Tenant to
further extend the Lease, and any options to extend or renew contained in the
Lease are hereby deleted.
11. NO OFFER. This Agreement shall not be binding until executed and
delivered by both parties.
Note: The following are attached hereto and made a part of this Extension
Agreement dated July 3, 1999: Parking Agreement and Storage Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
LANDLORD: SEAFO, INC.
a Delaware corporation
BY:
ITS:
TENANT: NATIONAL SECURITIES CORPORATION
a Washington corporation
BY:
ITS:
LANDLORD ACKNOWLEDGMENT
STATE OF NEW YORK }
}ss.:
COUNTY OF KINGS }
I certify that I know or have satisfactory evidence that
__________________________________ is the person who appeared before
me, and said person acknowledged that (he/she) signed this instrument,
on oath stated that (he/she) was authorized to execute the instrument
and acknowledged it as the _______________________________ of Seafo,
Inc. to be the free and voluntary act of such party for the uses and
purposes mentioned in the instrument. Dated: ____________________
-----------------------------------------
Notary Public in and for the State of New York
(seal or stamp)
Name Printed: __________________________
My commission expires: ___________________
TENANT ACKNOWLEDGMENTS
INDIVIDUAL
STATE OF: }
} ss.:
COUNTY OF: }
I, the undersigned, as Notary Public in and for the County and State
aforesaid, do hereby certify that _____________________________,
personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person and
acknowledged that (he/she) signed the said instrument as his/her free
and voluntary act, for the uses and purposes therein set forth. GIVEN
under my hand and official seal this _____ day of ________________,
19____.
-----------------------------------------
Notary Public
Name Printed: __________________________
My commission expires: ___________________
CORPORATION
STATE OF: }
} ss.:
COUNTY OF: }
On this the ______ day of _______________, 19____, before me a Notary
Public duly authorized in and for the said County in the State
aforesaid to take acknowledgments personally appeared
______________________________________ known to me to be the
__________________________ of
___________________________________________, one of the corporations
described in the foregoing instrument, and acknowledged that as such
officer, being authorized so to do (he/she) executed the foregoing
instrument on behalf of said corporation by subscribing the name of
such corporation by himself/herself as such officer, as his/her free
and voluntary act, and as the free and voluntary act of said
corporation, for the uses and purposes therein set forth. IN WITNESS
WHEREOF, I hereunto set my hand and official seal.
----------------------------------------- Notary Public
Name Printed: __________________________
My commission expires: ___________________
