SECOND AMENDMENT TO AUBURN CORPORATE CENTER I OFFICE LEASE
SECOND
AMENDMENT TO
AUBURN
CORPORATE CENTER I
This
Second Amendment to Office Lease (the Second Amendment) is made as of March
15th,
2006 by
and between Fana Auburn, LLC, a Washington Limited Liability Company
(“Landlord”),
and
Zones, Inc., a Washington corporation (“Tenant”).
As
parties hereto, Landlord and Tenant agree:
RECITALS
A.
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Landlord
and Tenant have entered into that certain Office Lease, dated as
of
June 9, 2003 (the “Lease”),
wherein Tenant leased from Landlord that office space consisting
of
approximately 106,308 square feet of the Building located at 0000
00xx
Xxxxxx XX, Xxxxxx, Xxxxxxxxxx, such leased premises are more particularly
described and depicted in the Lease. The Building is now commonly
known as
Auburn Corporate Center I. Subsequently, through lease amendment
No. 1,
the lease premises was re-defined as 106,273 rentable square
feet.
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B.
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The
parties now desire to increase the rentable square feet located on
the
first floor by approximately 18,923 square feet and to incorporate
a lease
inducement provision. The final size and location of the additional
rentable square feet shall be determined by the actual space plan
per BOMA
standards.
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NOW,
THEREFORE, effective January 1st,
2007,
the parties covenant and agree as follows:
1.
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Section
1.4. - Premises, is replaced entirely as
follows:
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Premises:
Approximately
125,196 rentable square feet located in that certain building with an address
of
0000 00xx
Xxxxxx
XX, Xxxxxx, Xxxxxxxxxx and commonly referred to as Auburn Corporate Center
I and
located on Xxx X xx Xxxxxx Xxx Xxxx Xxxxxxxxxx Xx. XXX-0000-00 recorded under
Recording No. 9104171400, situated in Auburn, Washington (said Parcel, together
with said Building, being herein referred to collectively as the “Property”), as
such leased premises are more particularly described and/or depicted on Exhibit
A-1 attached hereto and incorporated herein by this reference (“Premises”). The
Premises includes the entire second floor of the Building other than 1,624
square feet of common areas. The balance of the Premises shall be located on
the
first floor of the building, as shown in Exhibit A-1. In addition to Tenant’s
rights to use and occupy the Premises as hereinafter specified, Tenant shall
have non-exclusive rights to use the Common Area (as defined in Section 1.16
below), but shall not have any rights to use the roof, exterior walls or utility
raceways of the Building. Notwithstanding anything contained herein to the
contrary, Tenant shall have the exclusive right of use of the two conference
rooms located adjacent to the main lobby. The Property is more particularly
described on Exhibit A-2 attached hereto. The Auburn 400 Corporate Park,
Division One is referred to in this Lease as the “Project”. All square footage
areas refereed to in this paragraph 1.4 may be confirmed by either party using
current BOMA standards. If such measurements indicate that the Premises are
larger or smaller than 125,196 rentable square feet, Annual Base Rent and
Tenant’s Share (as defined in this Lease) shall be adjusted
accordingly.
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Tenant’s
Initials
1
2.
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Section
1.5 - Term, is replaced as
follows:
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Term:
1.5(a)
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For the 106,273 Square Foot Portion of the Premises:
Eleven
(11) years commencing on September 1st, 2003 and expiring on August 31st,
2014.
1.5(b)
-
For the 18,923 Square Foot Portion of the Premises:
Ninety
two (92) months commencing on January 1st, 2007 and expiring on August 31st,
2014.
Options
to Extend are fully addressed in Sections 3.2 and 3.3.
3.
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Section
1.7 - Initial Annual Base Rent, is replaced as follows:
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Initial
Annual Base Rent:
1.7(a)
-
With regard to the 106,273 Rentable Square Foot portion:
On
and
after the Commencement Date, Tenant shall pay Annual Base Rent during each
year
of the Lease Term as follows, all such rent being based on 106,273 rentable
square feet of space in the Premises; provided, however, the reference to “w/o
pocket” refers to Tenant’s right under Paragraph 2.3 to space pocket a
designated area without occupying it or paying rent on it and the phrase
“w/pocket” refers to Tenant’s obligation under Paragraph 2.3 to pay rent on such
space upon occupancy during the first 24 months of the lease.
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Term
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Annual
Base Rent per
Rentable
Square Foot, NNN
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Total
Annual
Base
Rent, NNN
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Monthly
Installments
of
Base Rent, NNN
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09/01/03-08/31/04
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$
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0.00
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$
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0.00
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$
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0.00
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09/01/04-08/31/05
(w/o
pocket)
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$
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9.45
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$
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970,070.85
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$
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80,839.24
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09/01/04-08/31/05
(w/
pocket)
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$
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9.45
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$
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1,004,298.75
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$
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83,691.56
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09/01/05-08/31/06
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$
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9.70
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$
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1,030,867.50
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$
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85,905.63
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09/01/06-08/31/07
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$
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9.95
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$
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1,057,436.25
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$
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88,119.69
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09/01/07-08/31/08
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$
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10.20
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$
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1,084,005.00
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$
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90,333.75
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09/01/08-08/31/09
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$
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10.45
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$
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1,110,573.75
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$
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92,547.81
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09/01/09-08/31/10
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$
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10.70
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$
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1,137,142.50
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$
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94,761.88
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||||
09/01/10-08/31/11
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$
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10.95
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$
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1,163,711.25
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$
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96,975.94
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||||
09/01/11-08/31/12
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$
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11.20
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$
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1,190,280.00
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$
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99,190.00
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09/01/12-08/31/13
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$
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11.45
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$
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1,216,848.75
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$
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101,404.06
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09/01/13-08/31/14
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$
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11.70
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$
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1,243,417.50
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$
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103,618.13
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1.7(b)
-
With regard to the 18,923 Rentable Square Foot portion:
On
and
after the Commencement Date as defined in Section 1.5(b), Tenant shall pay
additional Annual Base Rent during each year of the Lease Term as follows,
all
such additional rent being based on 18,923 additional rentable square feet
of
space in the Premises.
Term
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Annual
Base Rent per
Rentable
Square Foot, NNN
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Total
Annual
Base
Rent, NNN
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Monthly
Installments
of
Base Rent, NNN
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|||||||
01/01/07-08/31/14
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$
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13.67
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$
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258,677.41
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$
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21,556.45
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1.7(c)
-
With regard to the entire Rentable Square Foot portion(s):
Each
year’s Annual Base Rent is payable in twelve equal installments, payable monthly
in advance. Tenant shall pay Landlord for all Operating Expenses accruing under
this Lease (herein, “NNN”), at all times from and after the Commencement
Date.
4.
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Section
39. - Lease Inducement is added as
follows:
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Lease
Inducement:
Upon
the
commencement date, as defined in Section 1.5(b) Landlord shall pay Tenant a
Lease Inducement fee of Twenty Five Thousand & 00/100 Dollars
($25,000.00).
5.
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Section
3.4 - Termination Option, is replaced as
follows:
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Termination
Option:
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Provided
that Tenant is not in default hereunder, Landlord grants Tenant a One-Time
Option to Terminate the Lease as of August 31st,
2011.
The
Termination Option must be exercised by delivery of written notice to Landlord
no later than August 31st,
2010.
As
a
Condition to the effectiveness of the Termination Option, Tenant shall pay
and
deliver to Landlord a Termination Fee of One Million, Seven Hundred, Seventy
Five Thousand & 00/100 Dollars ($1,775,000.00) not later than May
31st,
2011.
6.
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Section
1.17 - Tenant’s Share is amended as
follows:
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Tenant’s
Share:
Notwithstanding
anything contained herein to the contrary, upon the commencement date, as
defined in Section 1.5(b), Tenant’s Percentage Share of all Operating Expenses
(NNN) shall be calculated on the percentage of it’s rentable square feet
compared to the total rentable square feet of the building.
This
provision shall apply whenever and wherever any reference to “Tenant’s Share
Percentage”, that being less than 100%, may appear within the Lease. All other
language regarding Tenant’s Share, Operating Expenses (NNN) and definitions
thereof shall remain unchanged and as originally written in the
Lease.
7.
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Section
1.2 - Landlord’s Address, is replaced as
follows:
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Fana
Auburn, LLC
00000
Xxxxxxxxxxx Xxxxxxx, #000
Xxxxxxx,
XX 00000
8.
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Section
1.3 - Tenant’s Address, is replaced as
follows:
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Zones,
Inc
Attn:
Xxxxxx XxXxxxxx
0000
00xx
Xxxxxx
XX, Xxx #000
Xxxxxx,
XX 00000
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The
remainder of this page is intentionally left blank -
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EXCEPT
AS
modified by this Amendment, the Lease remains in full force and effect in
accordance with all of its terms and provisions.
IN
WITNESS WHEREOF, Landlord and Tenant have executed this Second Amendment as
of
the day and year first above written.
LANDLORD
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TENANT
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FANA
AUBURN, LLC
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ZONES,
INC.
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A
WASHINTON LIMITED LIABILITY COMPANY
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A
WASHINGTON CORPORATION
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By
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/Xxxxxxx
X. Xxxxx
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By:
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/Xxxxxx
XxXxxxxx
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Title:
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Authorized
Signatory
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Title:
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Authorized
Signatory
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Date:
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May
1, 2006
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Date:
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April
6, 2006
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ACKNOWLEDGEMENT
OF LANDLORD
State
of Washington
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)
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)
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ss.
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County
of King
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)
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On
this
____ day of _______, _____, before me, a Notary Public in and for the State
of
Washington, personally appeared __________ to me known to be the _____________
of __________, and acknowledged said lease to be free and voluntary act and
deed
of said entity in his capacity as _____, and on oath stated that he was
authorized and did execute the said lease for the uses and purposes therein
mentioned.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year first above written
Notary
(public in and for the State of
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Washington,
residing at:
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ACKNOWLEDGMENT
OF TENANT
State
of Washington
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)
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)
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ss.
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County
of King
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)
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On
this
____ day of _______, _____, before me, a Notary Public in and for the State
of
Washington, personally appeared __________ to me known to be the _____________
of __________, and acknowledged said lease to be free and voluntary act and
deed
of said entity in his capacity as _____, and on oath stated that he was
authorized and did execute the said lease for the uses and purposes therein
mentioned.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year first above written
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Notary
(public in and for the State of
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Washington,
residing at:
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