Item N0.        4d _Attach 2
ORIGINAL  Date of Meeting    July 22, 2014
FIRST AMENDMENT TO LEASE
BETWEEN
PORT OF SEATTLE
AND
ARCTIC STORM MANAGEMENT GROUP, LLC
AT
PIER 69

THIS FIRST AMENDMENT TO LEASE made as.of               20
,         , by and
between the PORT OF SEATTLE, a Washington municipal corporation, hereinaer called "the
Port," and ARCTIC STORM MANAGEMENT GROUP, a Washington Limited Liability
Company, hereinafter called "Lessee,"

WITNESSETH:

WHEREAS, the parties entered into a lease agreement dated February 25, 2010, hereinafter
called "Basic Lease," covering certain premises and activities by Lessee at Pier 69, Seattle,
Washington,

WHEREAS, the parties now wish to revise the Basic Lease by extending the Lease Term
for an additional seven years, provide a provision for early termination that includes a
termination fee should Lessee exercise its option to terminate early, provide an additional
$114,000.00 for Port-funded Tenant Improvements, reduce the amount of security deposit from
$125,258.00 to $75,003.00 and provide a ve-year option to extend. Further amended is the rent
for the option period increasing rent to then current fair market rate.

NOW THEREFORE, in consideration oftheir mutual promises, the parties hereby agree as
follows:

1.    Section 2 of the Basic Lease shall be deleted in its entirety and replaced with the following:

"2. 1.   Lease Term. This lease shall be for a term oftwelve years and three months,
beginning March 1, 2010 and ending May 31, 2022.

"2.2.  mon to Terminate. Lessee shall have the option to terminate no earlier than
June 1, 2020, but not later than six (6) months prior to the end ofthe Lease Term in
Section 2.1 herein.

"2.2.1  Early Termination Fee. Should Lessee elect to exercise its option to
terminate this Lease per Section 2.2, Lessee shall pay the Port three (3) month's
Base Rent equal to the then-current rent.

"2.3.   Option to Extend. If Lessee is in compliance with the terms and conditions of
this Lease, and Lessee has, upon written notice to the Port given not less than six (6)
months written notice to the Port in advance ofthe expiration ofthe Lease Term stated
in Section 2.1 of this Lease, Lessee shall have the option to renew this Lease for one
(1) additional ve (5) year term. In the event the landlord and Lessee are unable to
agree to Fair Market Rental Rate, then the matter will be resolved per Section 3.6."

2.    Section 3.1 ofthe Basic Lease is hereby deleted in its entirety and replaced with the
following:

"3.1   Base Rent. The total monthly rental payable by Lessee effective June 1, 2015,
based on the following calculations:

"9,430 sfOfce @ $21.50/sf/yr = $202,745.00/yr + 12 =$l,895.42/mo.

"10,230 sfWarehouse @ $6.81/sf/yr = $69,666.30/yr + 12 =$5,805.53/mo.

"The Base Rent shall constitute the contract rent for purposes ofdetermining
taxable rent for assessment ofleasehold excise tax."

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3.    Section 3.2. 1, Rent Abatement, is hereby deleted in its entirety.

4.   Section 4, Modify Section 4.1.

Delete 4.1 in its entirety and replace with the following:

"4.1   Security. Lessee shall, upon execution ofthis Lease, obtain and deliver to the
Port a good a sufcient corporate surety company bond, irrevocable stand-by letter of
credit, cash deposit, certicate of deposit or other security in the amount of
SEVENTY-FIVE THOUSAND THREE AND 76/100 DOLLARS ($75,003.76)
replacing the existing lease bond ofONE HUNDRED TWENTY-FIVE THOUSAND
TWO HUNDRED FIFTY-EIGHT AND NO/100 DOLLARS ($125,258.00)
(hereinafter referred to as "Security"), to secure Lessee's full performance ofthis
Lease, including the payment of all fees and other amounts now or hereafter payable to
the Port hereunder. The amount, form, provisions and nature ofthe Security, and the
identity ofthe surety or other obligor thereunder, shall at all times be subject to the
Port's approval. The Security shall remain in place at all times throughout the full term
ofthis Lease and throughout any holdover period. Ifthe Security is in a form that
periodically requires renewal, Lessee must renew the Security not less than 45 days
before the Security is scheduled to expire. No interest shall be paid on the Security and
the Port shall not be required to keep the Security separate from its other accounts. No
trust relationship is created with respect to the Security."

5.    Section 7 Alteration, Ownership of Certain Installations shall be modied as follows:

Delete paragraph 7.1 Limitation on Altemations and replace with a new paragraph as follows:

"7.1.   Limitations on Altemations. Lessee shall make no changes, alternations,
additions, substitutions (collectively referred to as "Alternations") to the Premises,
unless Lessee shall rst deliver to the Port plans and specications for, and obtain
Port's prior written approval ofsuch Alternations. All such Alterations shall be done at
sole cost and expense and at such times and subject such conditions as the Port may
om time to time designate.

"Notwithstanding, the foregoing, Lessee may make additional alternations to the
Premises, as set forth on and otherwise in conformance with the terms and conditions
provided in the Lessee Work Agreement attached hereto as Exhibit F (the "Work")."

6.    Section 20, Modify Section 20.2 and 20.3.

Delete 20.2 in its entirety and replace with the following:

"20.2  Brokers. The Port acknowledges that James M. Keating ofCannon
Commercial and Conan Less ofJones Lang LaSalle, Inc. represent Lessee in
discussion and negotiations of this Lease Amendment as Lessee's Agents. The parties
further acknowledge disclosure ofagency and the receipt ofthe pamphlet entitled "The
Law ofReal Estate Agency."

Delete 20.3 in its entirety and replace with the following:

"20.3   Commission. The Port shall pay Cannon Commercial 8 commission equal to
one dollar ($1.00) per square foot of leased ofce premises per year of the years six
through ten ofthe Lease Term and 5% ofthe total Base Rent for years six through ten
ofthe Lease Term. One-halfofthe commission, equal to the amount of $32,821.70
shall be due and payable upon execution ofthis Lease Amendment by the Port and
Lessee. One-halfof the commission, equal to the amount of$32,821.69 shall be due
and payable upon the commencing the rst day of the sixth year ofthe Lease Term,
June 1, 2015.

7.   This lease is subject to the applicable provisions ofthe Shipping Act of 1984, the Shipping
Act of 1916, the Ocean Shipping Reform Act of 1998 and their respective implementing
regulations. No rture amendment or modications to this lease shall become effective until the
appropriate procedures, if any, have been completed in accordance with the procedures ofthe

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appropriate federal agency that has jurisdiction.

8.   Except as expressly amended herein, all provisions ofthe Basic Lease shall remain in full
force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the
day and year rst above written.

LESSOR                            LESSEE
PORT OF SEATTLE                     ARCTIC STORM MANAGEMENT
a municipal corporation                          GROUP, LLC

By
Its                                          BMMyIts )4""MI


Notary to First Amendment to Lease
with Arctic Storm Management Group, LLC
at Pier 69.

STATE OF WASHINGTON )

COUNTY OF KING          5 ss

On this _day of                  20       before me personally appeared Melinda Miller,to
me known to be theDirector ofPortfolio & Asset Management ofthe PORT OF SEATTLE, the municipal
corporation that executed the within and foregoing instrument, and acknowledged saidinstrument to be the free and
voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that s/he
was authorized to execute said instrument.

In Witness Whereof I have hereunto set my hand and aixed my ofcial seal the day and year rst above
written.

(Signature)

(Print Name)
Notary Public, in and for the State ofWashington,
residing at
My Commission expires:

STATE OF WASHINGTON )
) ss
COUNTY OF KING
Onzhrsz dayof
Jo)"(2       ,20/9'    foremepersonallyappeored
e known to be the      WHW~+               ofthe

e individual/entity that executed the within and foregoing instrument

as Lessee, and acknowledge said instrument to be the free and voluntary act and deed of said individual/entity, for
the uses and purposes therein mentioned, and on oath stated that slhe was authorized to execute said instrument.

In Witness Whereof I have hereunto set my hand and afxed my official seal the day and year rst above
written.
'?2""Im,,       o" 43'   ""31
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Ecevi'stfiagyf'muauuu 1%?!"'5        (PrimNamc)
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~                                    State ofWashington,
;:'g   residingatl
'4', 9%,," 20w"lb 5,9;          My Commission expires:
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EXHIBIT F

Lessee Work Agreement



LESSEE IMPROVEMENTS WORK LETTER

1.     The Lessee Work. Under the Lease, Lessee has agreed to accept the Premises in their
current condition without any obligations for the performance of additional improvements or
other work by Landlord. Notwithstanding the foregoing, Landlord has agreed that Lessee
may
perform certain Lessee Improvements, to install, but not limited to, new carpet and new paint.
The Lessee Improvements shall be in accordance with the provisions ofthis Work Agreement
and, to the extent not inconsistent herewith, the provisions of the Lease. Performance ofthe
Lessee Improvements shall not serve to abate the payment ofRent or otherwise extend the Rent
Commencement Date under the Lease. Lessee Work may be performed at Lessee's discretion at
any time between June 1, 2015 and March 31, 2020 with written notice to the Port.

2.     Cost of the Work, Except as provided hereinaer, Lessee shall pay all costs (the "Costs
ofthe Work") associated with the Lessee Improvements whatsoever, including without
limitation, all permits, inspection fees, fees of architects, engineers, and contractors, utility
connections, the cost of all labor and materials, bonds, insurance, and any structural or
mechanical work, additional HVAC equipment or sprinkler heads, or modications to any
building mechanical, electrical, plumbing or other systems and equipment or relocation ofany
existing sprinkler heads, either within or outside the Premises required as a result ofthe layout,
design, or construction of the Lessee Improvements.

3.     Review and Appgval.

3.1.   Preliminary Plan and Specications.

3.1.1.  Submission. No later than thirty (30) days after the date of written notice
to the Port under Paragraph 1.  Lessee shall submit two (2) sets of a "Preliminary Plan" (as
,
described in Section 12 herein) to Landlord for approval.

3.1.2.  Review. Landlord shall, within ten (10) working days after receipt thereof,
either approve said Preliminary Plan, or disapprove the same advising Lessee ofthe reasons for
such disapproval. If necessary, Landlord shall also endeavor to obtain Landlord's insurers
approval of any sprinkler drawings. In the event Landlord disapproves said Preliminary Plan,
Lessee shall modify the same, taking into account the reasons given by Landlord for said
disapproval, and shall submit two sets of the revised Plan to Landlord within ve (5) days after
receipt of Landlord's initial disapproval.

3.2.   Working Drawings and Engineering Report.

3.2.1.  Submission. No later than sixty (60) days aer mutual execution of this
lease, Lessee shall submit to Landlord for approval two (2) sets of"Working Drawings" (as
dened in Section 12 herein), and a report (the "Engineering Report") from Lessee's mechanical,
structural and electrical engineers indicating any special heating, cooling, ventilation, electrical,
heavy load or other special or unusual requirements of Lessee.

3.2.2.  Review. Landlord shall, within ten (10) working days aer receipt thereof,
either approve the Working Drawings and Engineering Report, or disapprove the same advising
Lessee ofthe reasons for disapproval. Ifnecessary, Landlord shall also endeavor to obtain
Landlord's insurers approval ofany sprinkler drawings. If Landlord disapproves ofthe Working
Drawings or Engineering Report, Lessee shall modify and submit revised Working Drawings,
and a revised Engineering Report, taking into account the reasons given by Landlord for
disapproval, within ve (5) days after receipt of Landlord's initial disapproval.
3.3.   Change Orders. No changes, modications, alterations or additions to the
approved Preliminary Plan or Working Drawings may be made without the prior written consent
of Landlord after written request therefore by Lessee. In the event that the Premises are not

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constructed in accordance with said approved Preliminary Plan and Working Drawings, then
Lessee shall not be permitted to occupy and/or conduct business from the Premises until the
Premises reasonably comply in all respects with said approved Preliminary Plan and Working
Drawings; in such case, the Rent shall nevertheless commence to accrue and be playable as
otherwise provided in the Lease.

3.4.   Final Inspection. Landlord's acceptance of the Lessee Improvements as being
complete in accordance with the approved Preliminary Plan and Working Drawings shall be
subject to Landlord's inspection and written approval. Lessee shall give Landlord ve (5) days
prior written notication ofthe anticipated completion date of the Lessee Improvements.

3.5.    Landlord's Approval.

3.5.1.  Landlord shall not unreasonably withhold approval ofany Preliminary
Plan, Working Drawings, Engineering Report, or Change Order submitted hereunder if they
provide for a customary layout, are compatible with the Building's shell and core construction,
and will not require any structural modications to the Building, whether required by heavy
loads or otherwise.

3.5.2.  Landlord's approval of Lessee's Preliminary Plans, Working Drawings,
Engineering Report or Change Order, and Landlord's recommendations or approvals concerning
contractors, subcontractors, engineers or architects (if any) shall not be deemed a warranty as to
the quality or adequacy ofthe Lessee Improvements, or the design thereof, or ofits compliance
with Laws, codes and other legal requirements.

4.     Compliance. The Lessee Improvements shall comply in all respects with the
following: (a) the Building Code ofthe City and State in which the Building is located and
State, County, City or other laws, codes, ordinances and regulations, as each may apply
according to the rulings of the controlling public ofcial, agent or other such person, (b)
applicable standards ofthe National Board ofFire Underwriters and National Electrical Code,
and (c) building material manufacturer's specications. Ifnecessary, the Lessee Improvements
shall also comply with the requirements of Landlord's insurer.

5.     Architects, Engineers, and Contractors.

5.1.   Qualied Professionals. The Preliminary Plan, Working Drawings, Engineering
Report and the Lessee Improvements, shall be prepared and performed by licensed, reputable
and qualied architects, engineers and contractors.

5.2.   Insurance Rguirements.

5.2.1.  Professional Liabilig. All architects and engineers shall carry professional
liability insurance with limits not less than one million dollars per claim ($1,000,000).

5.2.2.  Worker's Compensation. All contractors and subcontractors shall carry
Worker's Compensation Insurance covering all of their respective employees in the statutorily
required amounts.

5.2.3.  General Liability. All contractors and subcontractors shall each separately
obtain and keep in force a policy of general liability insurance consistent with the requirements
of Section 13.1.1 ofthe Lease; provided, however, (i) the limit for such insurance shall be at
least three million dollars ($3,000,000) notwithstanding any other amount set forth in the Lease,
and (ii) the policies therefore shall cover both Landlord and Lessee, as additional insureds.
Evidence ofsuch insurance shall be delivered to Landlord before the construction is commenced
or contractor's equipment is moved onto the building.

6.     Performance.

6.1.   The Lessee Improvements shall be commenced promptly following the
Possession Date, and shall thereaer be diligently prosecuted to completion, subject only to
delays for reasons beyond Lessee's control (except nancial matters). All Lessee Improvements
shall conform with the Working Drawings approved by Landlord in writing, and Landlord may
periodically inspect the Lessee Improvements for such compliance. The Lessee Improvements
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shall be coordinated under Landlord's direction with other work being done or to be performed
for or by other lessees/tenants in the building so that the Lessee Improvements will not interfere
with or delay the completion ofany other construction work in the building.

6.2.    Lessee shall perform the Lessee Improvements in a thoroughly safe, rst-class
and workmanlike manner in conformity with the approved Preliminary Plan and Working
Drawings, and shall be in good and usable condition at the date of completion.

6.3.    Lessee shall be required to obtain and pay for all necessary permits and/or fees
with respect to the Lessee Improvements, copies ofwhich shall be provided to Landlord prior to
commencement ofthe Lessee Improvements.

6.4.   Each contractor and subcontractor shall be required to obtain prior written
approval from Landlord for any space outside the Premises within the building, which such
contractor or subcontractor desires to use for storage, handling, and moving ofhis materials and
equipment, as well as for the location of any facilities or personnel. Nothing in the paragraph
shall, however, give rise to any obligation on Landlord to provide such space.

6.5.   The contractors and subcontractors shall be required to remove from the Premises
and dispose of, at least once a week and more frequently as Landlord may direct, all debris and
rubbish caused by or resulting from the construction. Upon completion ofthe Lessee
Improvements, the contractors and subcontractors shall remove all surplus materials, debris and
rubbish ofwhatever kind remaining within the building which has been brought in or created by
the contractors and subcontractors in the performance of the Lessee Improvements. If any
contractor or subcontractor shall neglect, refuse or fail to remove any such debris, rubbish,
surplus material or temporary structures within two (2) days after notice to Lessee from Landlord
with respect thereto, Landlord may cause the same to be removed by contract or otherwise as
Landlord may determine expedient, and charge the cost thereof to Lessee as additional Rent
under the Lease.

6.6.   Lessee shall obtain utility service, including meter, from the utility company
supplying service, unless Landlord elects to supply service and/or meters. Lessee shall obtain
and furnish Landlord copies ofall approvals with respect to electrical, water and telephone work
as may be required by the respective company supplying the service.

6.7.   Lessee shall, at its cost and expense construct, purchase, install and perform any
and all work included within the Lessee Improvements so as to obtain any governmentally
required certicate of occupancy and to occupy the Premises as soon as possible.

6.8.    Copies of "as built" drawings shall be provided to Landlord no later than thirty
(30) days after completion ofthe Lessee Improvements.

6.9.    Landlord shall not be responsible for any disturbance or deciency created in the
air conditioning or other mechanical, electrical or structural facilities within the building or
Premises as a result ofthe Lessee Improvements. If such disturbances or deciencies result,
Lessee shall correct the same and restore the services to Landlord's reasonable satisfaction,
within a reasonable time. Lessee shall use Landlord's approved HVAC Service provider for any
and all installations and adjustments required to the Premises in the course ofthe Lessee
Improvements. Lessee's mechanical system (heating, ventilating, and air conditioning) shall tie
into the central EMCS (emergency management control system) and the type ofkeys to such
system shall match those specied in the Building plans.

6.10.  Ifperformance ofthe Lessee Improvements shall require that additional services
or facilities (e.g., common area cleaning services) be provided, Lessee shall pay Landlord's
reasonable charges therefore.

6.11.  Lessee's contractors shall comply with the rules ofthe building and Landlord's
requirements respecting allowable construction hours and manner ofhandling materials,
equipment and debris. Construction activities, delivery ofmaterials, equipment and removal of
debris must be arranged to avoid any inconvenience or annoyance to other occupants. The
Lessee Improvements and all cleaning in the Premises must be controlled to prevent dirt, dust or
other matter from inltrating into adjacent Lessee or mechanical areas.

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6.12.  Landlord may impose reasonable additional requirements from time to time in
order to ensure that the Lessee Improvements, and the construction thereof does not disturb
or
interfere with any other Lessees of the building, or their visitors, contractors or agents,
nor
interfere with the efcient, safe and secure operation ofthe building. Lessee's Contractor shall
obtain a copy of, and comply at all times with, the then current contractor's rules and regulations
for the Building.

7.     Li+en. Lessee shall keep the Premises, the building and surrounding areas free -om any
mechanic's, materialrnan's or similar liens or other such encumbrances in connection with the
Lessee Improvements, and shall indemnify and hold Landlord harmless from an against
any
claims, liabilities, judgments, or costs (including attorneys' fees) arising in connection therewith.
Lessee shall remove any such lien or encumbrance by bond or otherwise within thirty (30) days
after written notice by Landlord, and if Lessee shall fail to do so, Landlord
may pay the amount
necessary to remove such lien or encumbrance , without being responsible for investigating the
validity thereof. The amount paid shall be deemed additional rent under the Lease payable upon
demand, without limitation as to other remedies available to Landlord under the Lease. Nothing
contained herein shall authorize Lease to do any act which shall subject Landlord's title to the
building or Premises to any liens or encumbrances whether claimed by operation oflaw or
express or implied contract. Any claim to a lien or encumbrance upon the building or Premises
arising in connection with the Lessee Improvements shall be null and void, or at Landlord's
option shall attach only against Lessee's interest in the Premises and shall in all respects be
subordinate to Landlord's title to the building and Premises.

8.     Certain Denitions. As used in this Work Agreement, the following terms shall have the
meanings provided in this Section.

8.1.   Prelimingg Plan. "Preliminary Plan" shall mean and refer to a plan, drawn to
scale, showing: (1) dernising walls, corridor doors, interior partition walls and interior doors (if
any), (2) any restrooms, kitchens, computer rooms, le rooms and other special purpose rooms,
and any sinks or other pluming facilities, or other special facilities or equipment, (3) all utility
connections, (4) any communications system, indicating telephone and computer outlet location,
(5) and other Lines (as dened in the Lease), and (6) any other details or features required to
reasonably delineate the Work to be performed.

8.2.   Working Drawings. "Working Drawings" shall mean and refer to fully
dimensioned architectural construction drawings and specications, and any required
engineering drawings (including mechanical, electrical, plumbing, air-conditioning, ventilation
and heating), and shall include any applicable items described above for the Preliminary Plan,
and if applicable: (1) electrical outlet locations, circuits and anticipated usage therefore, (2)
reected ceiling plan, including lighting, switching, and any special ceiling specications, (3)
duct locations for heating, ventilating and air-conditioning equipment, (4) dimensions of all
equipment and cabinets to be built in, (5) location of all Lines (as dened in the Lease), (6)
location ofany equipment or systems (with brand names wherever possible) which require
special consideration relative to air-conditioning, ventilation, electrical, plumbing, structural, re
protection, life-re-safety system, or mechanical systems, (7) weight and location ofheavy
equipment, and anticipated loads for special usage rooms, and (8) any other details or features
required to completely delineate the Work to be performed.

9.     Incorporation into Lease; Defaults.

9.1.   Incorporation. The Parties agree that the provisions ofthis Work Agreement are
hereby incorporated by this reference into the Lease rlly as though set forth therein. In the event
ofany express inconsistencies between the Lease and this Work Agreement, the latter shall
govern and control.

9.2.   Defaults. If Lessee shall default under this Work Agreement, Landlord may order
that all Lessee Improvements being performed in the Premises be stopped immediately, and that
no further deliveries to the Premises be made, until such default is cured, without limitation as to
Landlord's other remedies. Any amounts payable by Lessee to Landlord hereunder shall be paid
as additional rent under the Lease. Any default by the other party hereunder shall constitute a
default under the Lease and shall be subject to the remedies and other provisions applicable
thereto under the Lease. If Lessee shall default under the Lease or this Work Agreement and fail

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to cure the same within the time permitted for cure under the Lease, at Landlord's option, all
amounts paid or incurred by Landlord towards the Improvement Allowance shall become
immediately due and payable as additional Rent under the Lease.
Lessee Reimbursement. Landlord shall contribute a Lessee Improvement Allowance of for an
amount up to ONE HUNDRED FOURTEEN THOUSAND AND NO/l00 DOLLARS
($114,000.00) (the "Lessee Improvement Allowance") towards Lessee's hard and soft costs and
expenses incurred by Lessee in designing, permith'ng, and constructing the Lessee
Improvements. Landlord shall reimburse Lessee within ten (10) business days after Lessee has
submitted to Landlord: (i) an invoice for the Lessee Improvement Allowance, (ii) the required
"as-buil " drawings, including mechanical, plumbing and electrical details, and (iii) a certicate
from Lessee's architect or contractor setting forth the description ofthe work performed,
materials nnished, and costs thereofincurred by or on behalfof Lessee. Lessee must request
reimbursement within thirty (30) days of the substantial completion ofthe Lessee Improvements
provided by the Lessee, but not later than May 31, 2020. Landlord's obligation to pay the Lessee
Improvement Allowance is expressly conditioned upon the Lessee's timely request for such
Lessee Improvement Allowance and submission of all documentation required to make such
request for the Lessee Improvement Allowance. Any unused/unclaimed portion of the Lessee
Improvement Allowance shall be forfeited and not otherwise payable to Lessee.


















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