board - south sound 911

Posted on the Website: December 15, 2017 *Next meeting: January 24, 2018 ‐ 9:00am Lakewood City Hall

Policy Board Members Joe Lonergan, City of Tacoma Councilmember

Tim Curtis, City of Fife Councilmember Doug Richardson, Pierce County Councilmember

Bruce Dammeier, Pierce County Executive Paul Pastor, Pierce County Sheriff

Robert Thoms, City of Tacoma Councilmember Michael Brandstetter, City of Lakewood Councilmember Grant Erb, West Pierce Fire & Rescue Commissioner

Julie Door, City of Puyallup Councilmember Dave Enslow, City of Sumner Mayor

Policy Board Special Meeting

Meeting Date: December 20, 2017 Meeting Time: 9:00am Meeting Place: Lakewood City Hall, Council Chambers

Meeting Agenda is as follows: I. Call to Order II. Roll Call III. Public Comment IV. Consent Agenda

1. Approval of Agenda 2. Approval of Minutes of October 25, 2017 and November 8, 2017 meetings 3. Motion 2017‐32 to authorize approval of the 2018 assessment for insurance coverage through the

Washington Cities Insurance Authority (WCIA) in the amount of $125,250 4. Motion 2018‐33 to authorize the approval of the 2018 Pierce County General Services expenditures 5. Motion 2017‐34 to authorize approval of Change Order No. 3 to the agreement with

TeleCommunication Systems, Inc. (TCS) in the amount of $37,081 V. Old Business VI. Staff Updates

1. Executive Director Briefing – Andrew Neiditz VII. Operations Board Briefing – Jim Sharp, Chair VIII. New Business IX. Action Items

1. Resolution 2017–03 to amend the 2017 Budget 2. Motion 2017‐35 to authorize amendment to the lease agreement with WM Riley for office space

located at 955 Tacoma Avenue South X. Other Business / Announcements XI. Executive Session

XII. Adjournment

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Policy Board Meeting Minutes

Meeting Date: October 25, 2017 Meeting Time: 9:00am Meeting Place: Lakewood City Hall, Council Chambers I. Chair Joe Lonergan called the meeting to order at 9:03am. II. Roll Call ‐

1. Joe Lonergan, City of Tacoma Councilmember present 2. Tim Curtis, City of Fife Councilmember present 3. Doug Richardson, Pierce County Councilmember excused 4. Bruce Dammeier, Pierce County Executive present 5. Nick Hausner for Paul Pastor, Pierce County Sheriff present 6. Robert Thoms, City of Tacoma Councilmember present 7. Michael Brandstetter, City of Lakewood Councilmember excused 8. Grant Erb, West Pierce Fire & Rescue Commissioner present 9. Julie Door, City of Puyallup Councilmember excused 10. Dave Enslow, City of Sumner Mayor present

III. Public Comment ‐ None IV. Consent Agenda

1. A motion was made to approve the consent agenda as presented (Curtis); 2nd (Erb), passed – unanimously.

VI. Old Business – None VII. Operations Board Briefing

Chief Sharp reported that the Operations Board reviewed the after‐action report for the August 12th evacuation of the Law Enforcement Communications Center. The Board was pleased with report that identified successes and areas for improvement. The Operations Board also received the IXP presentation on the Policy Board agenda today. Operations Board is pleased with report, which provides a good starting point.

VIII. Presentation and Discussion 1. Fire/Ems Call Receiving and Dispatch Report

Deputy Director Ken Sharp provided background on the Fire Operations planning to date. Goal is to seek operational models that meet the needs of all agencies, both South Sound 911 Fire Communications and Tacoma Fire. Kevin Kearns, IXP consultant presented his findings.

Boardmember Enslow asked if the Policy Board will take action in the future about the Fire dispatch model. Executive Director Neiditz advised the Board will

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weigh in, in the future, in collaboration with City of Tacoma. South Sound 911 has no authority to dictate model to Tacoma or other agencies served.

Boardmember Enslow asked about the financial implications of models. Mr. Neiditz reported that currently Tacoma Fire manages its own budget and pays for its own services and is not included in the South Sound 911 allocations. It is understood that other agencies do not want to pay more for the Tacoma Fire model and they would not be financially responsible for “special service.” To implement the enhanced call receiving will require more training of staff. One of the 2018 budget goals is to hire a consultant to evaluate the allocation model and this issue will be included in that evaluation.

Boardmember Thoms reported that the City of Tacoma feels confident in the current level of Fire dispatch service.

Boardmember Dammeier expressed disappointment in the presentation. He was hoping to receive recommendations on best practices. He is also very interested in understanding the financial implications, and the best use of tax payer resources broadly.

IXP explained that there is no such thing as the best practice in this business. Dispatch models differ between jurisdictions and groups of jurisdictions. The best practice is specific to individual circumstances and agencies. IXP’s goal was to expose characteristics of each model. Model E is recommended by IXP to deal with concerns expressed by the agencies with other models. Model E is the best opportunity for starting point to move into the future. IXP did not reach that recommendation because of the steering committee. Deputy Director Sharp commented that there are distinct differences even within the agencies dispatched by South Sound 911 Fire Communications. This is not just the uniform versus civilian issue. The Tacoma system works extremely well for their operations. In the future, there may be an evolution to change that dynamic. It also should be lost that the recommendation to move to centralized call taking for South Sound 911 is a huge, significant change to centralize call taking and will take at least a year.

Chair Lonergan clarified that under Model E when a citizen calls 911 except for Tacome Fire served areas they will get one person and not be transferred. Mr. Kearns advised that is the case with the exception of Washington State Patrol calls. In integrated call taking model, the CAD will dispatch to LE and Fire as applicable, but there is only one call intake process. Chair Lonergan advised that the Policy Board will make the decision on how to allocate to costs. The 10% operational offset to Tacoma Fire may be inappropriately calculated because it is currently based on their total dispatch costs which is a more costly model. The Policy Board needs to make sure that the other agencies don't pay for the enhanced Tacoma Fire services. Mr. Lonergan appreciated the report which he felt gave a lot more information and provided a recommendation.

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Boardmember Thoms commented that Tacoma has assumed additional costs for a better model and he is not willing to take a step backward.

IX. Staff Updates 1. Executive Director Briefing

Mr. Neiditz reported that the Strategic Study is moving forward with the validation workshop for Policy Board and Operations Board scheduled for November 8th. Recommendations expected in December.

Pre‐design is continuing. CallisonRTKL and ADG have conducted site visits of all facilities. A community meeting is schedule on November 29th at 6pm in the Lincoln District neighborhood to hear about issues and concerns about the development. Development options anticipated in the December/January timeframe.

The ILA group to review financial projections on November 1st. Will be a good discussion on the ability of the tax revenue to support financing of building.

Peter Beckwith, General Counsel, provided a review of the ILA and the responsibilities of the parties ‐ member agencies, Boards. The ILA speaks to financing and that Pierce County may do the bonding with considerations. An agreement is needed with all member agencies. Mr. Beckwith responded to the issue that if the Policy Board has a path forward can one agency veto financing? The ILA allows that if member agency chooses not to approve that agency can become non‐member agency. South Sound 911 is in communication with Pierce County on the cost of the project and bonds needed. Pierce County will need to agree and the member agencies will need to approve funding.

VIII. New Business ‐ None IX. Action Items ‐ None IX. Other Business / Announcements

Boardmember Dammeier is encouraged by DELTAWRX’s experience, and feels the questions and process has been good. He is hopeful they will bring forward a report that addresses the issues.

X. A motion was made to adjourn the meeting at 10:43am; 2nd, passed – unanimously. Respectfully Submitted Rebecca Hendricks

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Joint Meeting of the Policy Board and Operations Board Meeting Minutes November 8, 2017 Tacoma Mall Plaza Building

Attending: Operations Board Peter Fisher (FPD), Jim Sharp (WPF&R), Faith Mueller (TFD), Nick Hausner (PCSO), Ron Schaub (Pierce Transit Police), Tony Judd (GF&R), Mike Zaro (LPD), Ed Wade (TPD), Cliff McCollum (Brown Pt./Dash Pt.), John Burgess (GHF & Medic One), Bud Backer (EPF&R), Dan Olson (CPF&R), Bryan Jeter (PPD), Brad Moericke (SPD), Kelly Busey (GHPD) Policy Board Joe Lonergan (Tacoma), Dave Enslow (cities/towns <50K), Doug Richardson (Pierce County Council), Bruce Dammeier (Pierce County Executive), Julie Door (Puyallup), Grant Erb (WPF&R) Other Don Anderson (Pierce County), Steve Victor (Tacoma), John Caulfield (Lakewood), Kevin Yamamoto (Puyallup), Hyun Kim (Fife), Sue Dreier (Pierce Transit/CCN), Gary Robinson (Pierce County/CCN), Scott Heinze (Pierce County/CCN), Andrew Neiditz (South Sound 911), Rebecca Hendricks (South Sound 911), Monica Lynn (DELTAWRX), Donald Denning (DELTAWRX), Liz Coyle (DELTAWRX)

I. Call to Order: Joe Lonergan called meeting to order at 8:33am. II. DELTAWRX Strategic Study Validation Workshop

Monica Lynn, Donald Denning and Liz Coyle presented on the information they have collected in the areas of dispatch operations, radio systems and sustainable funding. The goal of the workshop is to validate the information gathered to ensure the consultant team is on the right track and the facts are correct. Recommendations will be presented in December.

Boardmember Sharp inquired about the personnel costs under the CCN information. Sue Dreier commented that the CCN funds 3.5 FTE of Pierce Transit employees through allocation back to CCN. DELTAWRX will work with Gary Robinson on getting details. Kevin Yamamoto requested that any corrections made to the personnel information is provided to include a narrative explanation of the changes. Steve Taylor commented that the City of Tacoma radio budget includes operations and maintenance for internal support and personnel. He will provide the breakdown to DELTAWRX.

DELTAWRX advised it has been challenging to dechiper the E911 tax revenue expenditures. They will continue to do a deep dive into expenditure categories. In reference to direct costs, DETLAWRX to look into CPE phone maintenance. Budgeted under Pierce County E911 budget, but South Sound 911 has been maintaining and is also included in 2018 budget.

According to DELTAWRX’s review, South Sound 911 receives approximately 36 cents of the 70 cents tax and Pierce County retains 34 cents. Mr. Robinson advised that some of the unallocated 50 cents is used for PSAP costs and will provide the detail to DELTAWRX.

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Boardmember Olson asked if DELTAWRX analyzed the statutory requirements for the

use of the E911 tax revenue. DELTAWRX is not in a position to provide a legal opinion. The County believes emergency communciations means the whole system and includes emergency management and radio. Other counties interpret differently and are typically used to offset 911 costs, up to the call being transferred to the CAD system. John Caulfield asked if the money is used for emergency management should it be coming to other agencies as well? DELTAWRX commented that there is not currently a (Pierce) county‐wide understanding on how the money should be spent. A strategic plan exists, but has not yet been provided. DELTAWRX suggested plan should be provided to broader community.

Boardmember Dammeier commented that he feels DELTAWRX has done a good job of revealing the complexity of the operations, funding and governance. Goal is to have a countywide public safety communications system that is effective and efficient.

Mr. Caulfield asked if DELTAWRX received any feedback during their benchmarking on governance on the reporting of the executive director (to the chiefs or elected). DELTAWRX can’t say which is better, pluses and minuses for both. They will address in the final report.

III. Adjournment – the meeting was adjourned at 11:26am.

Respectfully submitted, Rebecca Hendricks

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REQUEST FOR POLICY BOARD ACTION

Executive Director Review ___________________________________

Date action is requested: 12/20/2017

Title: Motion 2017-32 to authorize approval of the 2018 assessment for insurance coverage through the Washington Cities Insurance Authority (WCIA) in the amount of $125,250

Attachments: WCIA Assessment

Type of action: Motion

SUBMITTED BY: Janet Caviezel, Assistant Director - Administration

RECOMMENDATION: It is recommended the Policy Board approve the annual expenditure for insurance coverage through the Washington Cities Insurance Authority (WCIA).

BACKGROUND: WCIA provides liability coverage with limits of $20M and provides property insurance coverage with a $1,000 deductible. Assessments for liability, property, crime/fidelity and boiler/machinery coverage will be approximately $125,250 in 2018, which represents a decrease of approximately 2% from 2017 rates. Property coverage includes a 10% contingency for potential adjustments in asset value.

Liability $105,600 Property $ 18,000 Crime/Fidelity $ 1,100 Boiler and Machinery $ 550

ALTERNATIVES: Refer to Finance Committee for further review; coverage expires on December 31, 2017.

FINANCIAL IMPACT: $125,250 for 2018, included in the 2018 budget.

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Title: Motion 2017-33 to authorize the approval of the 2018 Pierce County General Services expenditures

Attachments: 2018 General Services Rate Sheet



RECOMMENDATION: Motion to approve 2018 annual expenditures in the amount of $100,970 for work performed by Pierce County General Services Department through an existing Memorandum of Understanding.

BACKGROUND: South Sound 911 currently has a Memorandum of Understanding with Pierce County General Services to provide Records Management, Routing & Delivery and Mail Processing Services. The 2018 Pricing Sheet has been provided and estimated annual expenditures for each service are as follows:

Records Management (Storage and Retrieval of documents) $90,000 Routing & Delivery (Interoffice Mail) $ 5,970 Mail Processing and Postage $ 5,000

2018 rates for Pierce County General Services reflect increases of approximately 2% to 4%.

ALTERNATIVES: Refer to Finance Committee for further review.

FINANCIAL IMPACT: $100,970 for 2018, included in the 2018 budget.

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Budget and Finance Department KEN MATTHEWS

Purchasing Agent 950 Fawcett Avenue, Suite 300

Tacoma, Washington 98402 (253) 798-7285 FAX (253) 798-6699

MEMORANDUM To: General Services Staff From: Ken Matthews Date: December 7, 2017 RE: 2018 General Services Rates Based on the 2018 budget, the charges for services for 2018 will be as follows: RECORDS CENTER Retrievals $5.45 Storage per box per month $1.25 Destructions $7.70 Inserts $3.25 Archive $4.40 PRINTING AND SUPPLIES 15% markup on cost of printing or purchase price of supplies ROUTING AND DELIVERY High Volume $5,970 Medium Volume $4,180 Low Volume $2,240 MAIL PROCESSING 18% markup on cost of postage used Note: Public Works will pay $.12/piece on sewers (equipment; based on 40,000 pieces/month) Please update all databases and websites with these rates. Budget and Finance will automatically transfer routing and delivery charges for County departments on a quarterly basis. General Services will invoice external agencies for routing and delivery charges on a quarterly basis.

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Title: Motion 2017-34 to authorize approval of Change Order No. 3 to the agreement with TeleCommunication Systems, Inc. (TCS) in the amount of $37,081

Attachments: Change Order No. 3 to the Agreement with TeleCommunication Systems, Inc (TCS).


SUBMITTED BY: Tim Hannah, Assistant Director of Communications Systems

RECOMMENDATION: It is recommended that the Policy Board authorize Change Order No. 3 with TCS for the software, hardware and professional services for expansion of the TCS call handling system to support Tacoma Fire, in the amount not to exceed $37,081 plus applicable taxes.

BACKGROUND: This change request is to provide additional software, hardware and professional services to provide expanded functionality to the Enhanced 9-1-1 equipment with TeleCommunication Systems, Inc (TCS). The current E911 phone system used by Tacoma Fire Communications was installed in 2003 and is beyond its life cycle. In November 2016, a contract was approved to replace that system with a remote site expansion of the South Sound 911’s TCS call handling system. Staff from South Sound 911 and Tacoma Fire worked collaboratively to evaluate and prepare the transition of Tacoma Fire to this system. The teams identified two operational options not previously purchased to provide a redundant mapping feature in the phone system as well as the use of touch screen functionality. As South Sound 911 looks to the future, Tacoma Fire will pilot this added functionality to better determine if all of South Sound 911 call-taking operations could benefit from this functionality and redundancy.

ALTERNATIVES: Not provide this technical and operational functionality and remain with the current phone configurations purchased and used by South Sound 911.

FINANCIAL IMPACT: Increase of $37,081 for a total not to exceed of $268,231 plus applicable taxes.

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Change Order No. 3: Page 1 of 10 - Contractor Confidential Information -- Proprietary Level 2 -

CHANGE ORDER NO. 3 TO

ENHANCED 9-1-1 CUSTOMER PREMISES EQUIPMENT AGREEMENT

This Change Order No. 3 (“Change Order #3”) is entered into by and between South Sound 911, an interlocal governmental agency in the State of Washington (hereinafter, “South Sound 911” or the “Customer”), and TeleCommunication Systems, Inc., a Maryland corporation with a place of business in Annapolis, MD (hereinafter, “Contractor”). The Parties hereby amend, restate, supplement and/or otherwise modify that certain Enhanced 9-1-1 Customer Premises Equipment Agreement dated as of April 21, 2014 (as previously amended, restated, supplemented or otherwise modified, the “Contract”) by and between the Customer and Contractor as follows:

1. Certain Definitions. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Contract.

2. System Add-On Description. South Sound 911 has requested that Contractor’s xTrakker™ integrated

mapped-ALI display software be added to Change Order #1 between the Parties dated January 23, 2017 (as previously amended, restated, supplemented or otherwise modified, “Change Order #1”) for installation on the Tacoma FD PSAP xT911™ workstations being deployed as part of the System pursuant to Change Order #1. Accordingly, the Tacoma FD Expansion to the System is supplemented with the additional details set forth on Attachment 1 (Supplement to the Tacoma FD Expansion to the System [under Change Order #1]) attached hereto. Such add-on of xTrakker to the Tacoma FD Expansion to the System under this Change Order #3 generally may be referred to herein as the “Tacoma FD xTrakker Add-on”.

3. Changes to Pricing Detail and Payment Provisions. In furtherance of the Tacoma FD xTrakker Add-on:

(i) Milestone 4 in the table of periodic milestone payments set forth in Section 2 of Attachment 2 (Tacoma FD xTrakker Add-on Supplement to Exhibit D to the Contract) to Change Order #1 is changed to indicate that it may be (and has been) invoiced pursuant to Contractor invoice # SOSO-0917-02 dated September 14, 2017.

(ii) The table of technical support and managed services for certain Products (as such term is defined

in the End User Terms and Conditions (Exhibit E to the Contract)) covered by Change Order #1 available for purchase by the Customer in one year blocks as set forth in Section 3 of Attachment 2 (Tacoma FD xTrakker Add-on Supplement to Exhibit D to the Contract) to Change Order #1 is replaced in its entirety with the following updated table:

Silver Technical Support* Future Proof**

Year 1 (Start through 11/18/18)

$2,100.00

$7,707.00

Year 2 (11/19/18-11/18/19) $9,100.00 $7,707.00

*Pricing does not include Washington State Sales tax. If any taxes (other than net income) are deemed to be due for such services, such taxes will be billed to and paid by Customer.

** Pricing includes Washington State Sales tax at 10.1%

The following also replaces the last two sentences in the first full paragraph after such table in Section 3 of Attachment 2 (Tacoma FD xTrakker Add-on Supplement to Exhibit D to the Contract) to Change Order #1:

“Contractor reserves the right to change the annual fee for technical support and managed services at any time for any renewal year after Year 2. Customer must request a quote

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from Contractor not less than 90 days prior to expiration of the then-current year of technical support and managed services (i.e., in Year 2 and for any year after Year 2).”

(iii) Exhibit D to the Contract is supplemented with the additional details set forth on Attachment 2

(Tacoma FD xTrakker Add-on Supplement to Exhibit D to the Contract) attached hereto.

4. Interpretation of this Change Order. Except as expressly modified in this Change Order #3, the terms and conditions of the Contract remain in full force and effect.

[Signature page follows]

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This Change Order #3 may be executed simultaneously in one or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument. The exchange of a fully executed Change Order #3 (in counterparts or otherwise) by fax or other form of electronic transmission shall be sufficient to bind the parties to the terms and conditions of this Change Order #3.

THE UNDERSIGNED PARTIES AGREE TO BE BOUND BY THE TERMS OF THIS CHANGE ORDER #3 AS OF THE DATE WHEN SIGNED BY THE LAST PARTY HERETO.

SOUTH SOUND 911 TELECOMMUNICATION SYSTEMS, INC.

Andrew E. Neiditz (Date) SS911 Executive Director

(Date) Printed Name:

Title:

Address:

Approved as to Form:

275 West Street, Suite 400 Annapolis, MD 21401

Tax ID: 52-1526369

Peter Beckwith (Date) SS911 General Counsel

Approved as to Budget:

Janet Caviezel (Date) SS911 Assistant Director, Administration

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Attachment 1 Change Order No. 3: Page 4 of 10

- Contractor Confidential Information -- Proprietary Level 2 -

Attachment 1 Supplement to the Tacoma FD Expansion to the System

[under Change Order #1]

1.1. Tacoma FD xTrakker Add-on Overview This Attachment 1 (Supplement to the Tacoma FD Expansion to the System [under Change Order #1]) to Change Order #3 (the “Supplemental SOW”) supplements the Tacoma FD Expansion to the System to add xTrakker software to the Tacoma FD Expansion to the System.

xTrakker™ enables call takers to locate 9-1-1 callers on a map display while also taking advantage of spatial data and map searching functionality. Pursuant to this Change Order #3, the xTrakker application will be installed on each of the Tacoma FD PSAP’s seven (7) xT911 workstations and displayed on 22-inch touchscreen monitors being added at each such workstation. The xTrakker application is built on the Esri ArcEngine 10.x platform.

Notwithstanding any of the foregoing, the specific hardware and software to be provided by Contractor for the Tacoma FD xTrakker Add-on is identified in Attachment 2 (Supplement to Exhibit D to the Contract) to Change Order #3 and shall be provided to the Customer subject to the terms and conditions of the End User Terms and Conditions (Exhibit E to the Contract). For greater certainty, the only hardware and software for the Tacoma FD xTrakker Add-on being ordered by Customer from Contractor is the hardware and software identified in Attachment 2 (Supplement to Exhibit D to the Contract) to Change Order #3 and in no event shall Contractor have any obligation under Change Order #3 with respect to any other hardware or software for the Tacoma FD xTrakker Add- on not identified in Attachment 2 (Supplement to Exhibit D to the Contract) to Change Order #3.

An illustrative diagram(s) of the Tacoma FD xTrakker Add-on is attached as Exhibit A (Illustrative Diagram of the Tacoma FD xTrakker Add-on) to this Supplemental SOW.

The System will remain a “closed” network (i.e., there will be no connectivity to the public internet or any other subnet).

1.2. Certain Design Assumptions for the Tacoma FD xTrakker Add-on The Tacoma FD xTrakker Add-on assumes the following:

xTrakker will be deployed at the same time as the xT911 equipment is deployed at the Tacoma FD PSAP pursuant to Change Order #1. Accordingly, an updated deployment schedule is to be mutually agreed upon by the Parties for such purpose.

Except for supplementing the Tacoma FD Expansion to the System with the Tacoma FD xTrakker Add-on as expressly indicated in this Change Order #3, the terms and conditions of the Tacoma FD Expansion to the System (as set forth in Change Order #1) remain in full force and effect.

1.3. Certain Customer Responsibilities for the Tacoma FD xTrakker Add-on

1.3.1. Project Management

Assign a project manager that will be responsible for coordination with end customer personnel and all related third-party interconnection vendors.

1.3.2. GIS Data

At least two weeks prior to commencement of Contractor installation services, provide Contractor with an electronic copy of GIS data in Esri format for one-time file geo-database conversion (see also additional details in “GIS Data Conversion” under Section 1.4 (Contractor Professional Services for the Tacoma FD xTrakker Add-on) below).

Ongoing GIS data management using Tacoma FD-provided tools.

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1.4. Contractor Professional Services for the Tacoma FD xTrakker Add-on A number of professional services are included to facilitate the proper setup and operation of the Tacoma FD xTrakker Add-on. These elements are as follows:

Project Management – Contractor will provide the services of a project manager. The Contractor project

manager will coordinate the involvement and scheduling of the other Contractor professional services contracted for under this Change Order #3.

Change Order #3 does not include onsite project management.

GIS Data Conversion – Contractor will remotely perform the single GIS data conversion and load the GIS

data into the System. The Customer shall provide Contractor with its currently existing GIS data that is relevant for use with the mapping software licensed to the Customer pursuant to this Change Order #3. Any such GIS data provided by the Customer to Contractor must be in Esri digital format. Contractor will use automated processes to convert the compatible GIS data provided by the Customer into a format for use with the mapping software licensed to the Customer pursuant to this Change Order #3. Such data conversion efforts on the part of Contractor do not include any manual feature editing and will be limited to reasonable efforts from the data provided. Such data conversion by Contractor will be a one-time effort and in no event shall be deemed to include any future GIS maintenance, updating or other services. Contractor will provide a data conversion summary to the Customer that summarizes the data conversion process and any material problems Contractor may have identified in the data set provided for the conversion efforts. It will be the Customer’s responsibility to resolve any data fall-out or other data conversion issues identified in any data conversion report.

Shipping – Staged hardware will be shipped via FedEx 2Day service to:

Tacoma Fire Department 415 Tacoma Ave Tacoma WA 98402

For the equipment to be properly offloaded and installed, it is assumed that this location will be able to accept boxed equipment. If the facility does not meet these requirements, additional “white glove” service delivery charges will be invoiced.

Onsite Installation – Contractor technician will install and test the xTrakker application on each xT911

workstation at the Tacoma FD PSAP. Up to two hours of installation and testing per workstation is included under this Change Order #3. This installation and testing will take place in connection with and during the same week as the installation and testing contracted as part of Change Order #1.

Onsite Training – For greater certainty, and subject to the details of this Change Order #3, Contractor's

instructor will provide a total of two (2) additional sessions of xT911™/xTrakker™ End User Training – each session approximately five hours in length – for up to six (6) end users per session at a suitable Customer-provided site. This additional training will take place in connection with and during the same week as the training contracted as part of Change Order #1. All training will be conducted on Contractor's mobile training center (MTC), which allows hands-on instruction for up to six (6) participants per class. No more than two (2) training classes of any curriculum will be held in a single 24-hour period.

The Contractor professional services covered by this Change Order #3 have been quoted based on the aforementioned Customer responsibilities being completed in a timely manner as described above. Customer shall be responsible for any increased travel or other reasonable charges incurred by Contractor resulting from changes to the agreed-upon project timeline caused by schedule changes requested by the customer; or schedule changes caused by any equipment or tasks that the customer is responsible for that have not being timely delivered or do not meet Contractor’ specifications.

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In the event onsite days or travel trips in excess of those specified in this Change Order #3 are required, Contractor will invoice Customer as follows (payments due Net 30 from date of invoice):

Onsite days will be invoiced at $1,260 per additional day.

Travel trips will be invoiced at $2,000 per additional trip.

[Remainder of page intentionally left blank.]

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Exhibit A

Illustrative Diagram of the Tacoma FD xTrakker Add-on

Exhibit A to Attachment 1 Change Order No. 3: Page 7 of 10


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Attachment 2 Tacoma FD xTrakker Add-on Supplement to Exhibit D to the Contract

1. General. The specific hardware, software and services (and their related one-time, non-recurring costs) to be provided pursuant to Change Order #3 shall consist solely of the following:

Product ID

Part Description

QTY

Unit Price

Total Cost

Warranty

NOTES

Additional Contractor Software MD530M xTrakker™ add-on 7 $2,857.00 $19,999.00 1-year Contractor

warranty One per xT911 call taking position

Sub-Total Additional Contractor Software $19,999.00

Additional Third Party Hardware MD7976 DISPLAYPORT (M) TO

DVI-D (F) 7 $25.00 $175.00

MD7961 MONITOR, MULTI- TOUCH LCD - 1920 x 1080 FULLHD, 22"

7 $659.00 $4,613.00

Sub-Total Additional Third Party Hardware $4,788.00

Additional Professional Services MD352 PROFESSIONAL

SERVICES 1 $8,820.00 $8,820.00

Sub-Total Additional Professional Services $8,820.00

Additional Shipping and Handling MD974 SHIPPING AND

HANDLING 1 $238.00 $238.00 FedEx 2Day shipment to:

Tacoma Fire Department 415 Tacoma Ave Tacoma WA 98402

SUMMARY OF PRICING:

Extended Price Additional Contractor Software $19,999.00 Additional Third Party Hardware $4,788.00 Additional Professional Services (project management, staging, installation, travel)

$7,010.00

Additional Shipping and Handling $238.00 Additional Training – non-taxable* $1,500.00 Additional Training Travel Expenses – non-taxable* $310.00 Washington State Sales Tax – 10.1% (Additional Contractor Software, Additional Third Party Hardware, Additional Professional Services, Additional Shipping and Handling)

$3,235.54 ADDITIONAL TOTAL ONE-TIME, NON-RECURRING COST: $37,080.54




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2. Milestone Payments. With respect to the Tacoma FD xTrakker Add-on, the Customer shall make periodic milestone payments to Contractor in accordance with Paragraph 3 of the Contract for the additional total one-time, non-recurring cost specified above as follows:

Milestone Description Amount 10.1% Tax Total Payment Due

Invoice Date

1

xTrakker Add-on Start- up Payment (Additional Contractor Software, Additional Third Party Hardware, Additional Professional Services (except Additional Training), and Additional Shipping and Handling)

$32,035.00

$3,235.54

$35,270.54

Date of signing of Change Order #3 by

Customer.

2

xTrakker Add-on Training Completion Payment

$1,810.00

N/A

$1,810.00

Date Contractor

completes training.

TOTAL: $37,080.54

If completion of any payment milestone is delayed for any reason or dependency outside of Contractor’s reasonable control that is caused by Customer, the Customer will pay to Contractor 50% of the payment due for that milestone. Additionally, as necessary, the Customer and Contractor will in good faith negotiate commercially reasonable terms for modifications to the remaining milestone dates and this Contract will be updated accordingly and the Customer will pay to Contractor the remaining 50% of the delayed milestone in accordance with the modified Contract.

If completion of any payment milestone is delayed for any reason or dependency outside of Contractor’s reasonable control and Customer’s reasonable control, then Contractor and Customer will in good faith negotiate commercially reasonable terms for modifications to the remaining milestone dates and this Contract will be updated accordingly and the Customer will make milestone payments in accordance with the modified Contract.

3. Support and Managed Services Fees. Certain technical support and managed services for certain of the

Products (as such term is defined in the End User Terms and Conditions (Exhibit E to the Contract)) covered by Change Order #3 are available for purchase by the Customer in one year blocks as follows:

Silver Technical Support* Future Proof**

Year 1 (Start through 11/18/18)

$600.00

$2,202.00

Year 2 (11/19/18-11/18/19) $2,600.00 $2,202.00


** Pricing includes Washington State Sales tax at 10.1%

Year 1 amount shall be based upon the date the Products covered by Change Order #3 are available to go- live and the Year 1 amount for such Products (and any corresponding warranty for such Products) shall be pro-rated to align the annual renewal date for technical support and managed services for such Products to

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November 19 of each following year. For clarity, the anniversary date for technical support and managed services renewal is based on the November 19 date referred to above, and the annual fee for renewing technical support and managed services for any year after Year 1 (i.e., the period of time from the date the Products covered by Change Order #3 are available to go-live and the next November 19 date) is due and payable on or before November 19 of such renewal year. Contractor reserves the right to change the annual fee for technical support and managed services at any time for any renewal year after Year 2. Customer must request a quote from Contractor not less than 90 days prior to expiration of the then-current year of technical support and managed services (i.e., in Year 2 and for any year after Year 2).

In the event the Customer fails or elects not to order (or renew) technical support or managed services for any year and thereafter wishes to order (or reinstate) such technical support or managed services (or wishes to order any other or different technical support or managed services than originally ordered and paid by it for a then-current annual period), the Customer may do so upon payment to Contractor of an applicable administrative reinstatement fee for the requested technical support and/or managed services. Unless otherwise agreed to by Contractor in writing, the administrative reinstatement fee for requested technical support and/or managed services will be an amount equal to (i) the total additional technical support and/or managed services fees the Customer would have had to pay to Contractor through the date of such requested (re)instatement had the Customer originally ordered or continued the requested technical support and/or managed services for each year from the installation date of the Products through such date, plus (ii) a reinstatement fee equal to ten percent (10%) of such amount. Upon payment of the applicable administrative reinstatement fee, the requested technical support and/or managed services will be (re)instated and will be provided until the end of the then-current annual period (based on the original installation date of the Products) prior to such (re)instatement so that the annual technical support and managed services fees for each year that technical support and any managed services thereafter is renewed following such (re)instatement shall continue to be due and payable on or before the same anniversary date of what was (or would have been) the annual technical support and managed services term prior to such (re)instatement.

4. Form of Request for Payments. Requests for payment by Contractor may be made by invoice(s) to be

delivered by Contractor to the Customer. Within five (5) business days of receipt of any request for payment, the Customer shall notify Contractor whether the request has been accepted or rejected in whole or in part. Accepted amounts shall be processed by the Customer for payment in accordance with Paragraph 3 of the Contract. Any amounts in any request for which no objection has been raised within such five (5) business day period shall be deemed accepted. In no event shall objection by the Customer to any part of any invoice be cause to delay acceptance and/or payment on any undisputed portion of any invoice. In the event the Customer disputes any portion of any invoice, the parties agree to work together in good faith to resolve the issue(s) relating to the disputed amount as promptly as reasonably possible.

5. Late Payments. Invoices are due and payable in accordance with Paragraph 3 of the Contract. Any

amount payable by the Customer hereunder in accordance with the Contract that remains unpaid more than thirty (30) days following the date such payment is due shall be subject to a late charge equal to one and one-half percent (1.5%) per month, or the highest amount allowed under applicable law, whichever is lower, on such overdue balance from the original due date until such balance is paid in full. The Customer shall also be responsible to Contractor for any costs Contractor incurs in collecting overdue amounts from the Customer hereunder. Without limiting any other right or remedy available to Contractor, failure of the Customer to pay any amounts under the Contract when due shall entitle Contractor, in its discretion, to withhold and suspend its performance and obligations under the Contract.

[Remainder of page intentionally left blank.]

21




Title: Resolution 2017–03 to amend the 2017 Budget

Attachments: 2017 Budget Amendment Detail; Resolution; Exhibit A 2017 Budget Amendment Summary

Type of action: Resolution


RECOMMENDATION: Motion to approve Resolution 2017 – 03, amending the 2017 Budget for South Sound 911.

BACKGROUND: On August 24, 2016, the Policy Board approved R2016-01 adopting the 2017 Budget and on April 24, 2017, the Policy Board amended the original budget. This second amendment of the 2017 Budget proposes the following changes to revenues and expenditures:

Removal of Tacoma Fire Communications from 2017 Budget. ($2,744,280 reduction in revenues and expenditures)

Removal of E911 Distribution for Radio Fees. E911 Contribution will be direct transfer from E911 Program Office to the Combined Communications Network. (Reduction of $1M in General Fund and Radio User Fee Fund revenues and expenditures)

Addition of $1,445,450 in Sales Tax due to higher than anticipated revenue. Addition of $300,000 for Administrative Indirect Charges (2016 and 2017 Fees) Addition of $121,800 for lease of Puyallup PSAP in 2016 (2016 contract negotiated in

2017) Addition of $316,000 for TCS Phone System expansion at Tacoma Fire

Communications (amount budgeted in 2016, but not expended until 2017)

ALTERNATIVES: Refer to Finance Committee, Operations Board and/or Policy Board for further review

FINANCIAL IMPACT: See attached 2017 Budget Amendment Detail.

22

RESOLUTION NO. 2017-03

RESOLUTION OF THE POLICY BOARD OF SOUTH SOUND 911, AN INTERLOCAL ADMINISTRATIVE AGENCY IN PIERCE COUNTY, WASHINGTON, AMENDING THE 2017 BUDGET. WHEREAS, the Policy Board of South Sound 911 has the responsibility under the applicable Interlocal Agreement to adopt an annual budget for the agency; and WHEREAS, on August 24, 2016, the Policy Board approved Resolution 2016-01 adopting the 2017 Budget for South Sound 911; and WHEREAS, on April 24, 2017, the Policy Board approved Resolution 2017-01 amending the 2017 Budget for South Sound 911; and WHEREAS, there is a need to amend certain revenue and expenditure items within the 2017 Budget; and WHEREAS, the Policy Board has reviewed the recommendation, allowed for public comment at an open meeting, and deliberated concerning the 2017 budget for South Sound 911. NOW, THEREFORE BE IT RESOLVED THAT THE POLICY BOARD OF SOUTH SOUND 911 DOES HEREBY ADOPT THE FOLLOWING RESOLUTION:

Section 1. The 2017 budget for South Sound 911, in the form attached hereto as Exhibit A, is hereby amended by the Policy Board. Section 2. This resolution shall take effect and be in full force from and after its passage. ADOPTED by the Policy Board of South Sound 911, Pierce County, Washington. DATED and SIGNED this ______ day of _____________,2017. SOUTH SOUND 911 __________________________________ POLICY BOARD CHAIR ATTEST: APPROVED AS TO FORM: _____________________________ _____________________________ Clerk of the Board Peter Beckwith, General Counsel

23

Admin. CommInformation

ServicesTotal

General Radio CAD FacilityLease

ReserveRadioFees ER&R

TotalAll Funds

Revenues:Allocation Revenue - 18,824,310 5,007,360 23,831,670 - - - - - - 23,831,670 Sales Tax - 15,900,000 - 15,900,000 - - - - - - 15,900,000 $0.20 Phone Tax - 2,263,470 - 2,263,470 - - - - - - 2,263,470 E911 Contributions - 1,957,670 - 1,957,670 - - - - - - 1,957,670 Other Intergov. - 120,340 - 120,340 - - - - - - 120,340 Licenses/Services - - 265,250 265,250 - - - - - - 265,250 Miscellaneous 25,000 - - 25,000 - - - - - 110,580 135,580 Total Revenues 25,000 39,065,790 5,272,610 44,363,400 - - - - - 110,580 44,473,980 Expenditures:Salaries & Wages 1,292,310 16,870,040 3,624,770 21,787,120 - - - - - - 21,787,120 Personnel Benefits 528,530 6,903,100 1,563,870 8,995,500 - - - - - - 8,995,500 Supplies 84,600 193,500 61,260 339,360 - - - - - 30,000 369,360 Services 774,550 2,374,110 850,720 3,999,380 - - - - - - 3,999,380 Intergovernmental 306,700 396,840 45,070 748,610 - - - - 1,000,000 - 1,748,610 Interfund Payments 8,930 36,670 64,980 110,580 - - - - - - 110,580 Total Operations 2,995,620 26,774,260 6,210,670 35,980,550 - - - - 1,000,000 30,000 37,010,550 Capital 4,000 496,490 19,910 520,400 2,834,260 - 300,000 - - 100,000 3,754,660 Other Uses - 505,720 - 505,720 5,691,250 - - - - - 6,196,970 Total Expenditures 2,999,620 27,776,470 6,230,580 37,006,670 8,525,510 - 300,000 - 1,000,000 130,000 46,962,180 Other Sources (Uses):Transfers In - 6,092,650 - 300,000 2,700,000 1,000,000 - 10,092,650 Transfers Out (9,092,650) (1,000,000) - - - (10,092,650) Total Other Financing (9,092,650) 5,092,650 - 300,000 2,700,000 1,000,000 - - Change in Fund Balance (1,735,920) (3,432,860) - - 2,700,000 - (19,420) (2,488,200) Beginning Fund Balance 12,043,215 4,088,210 - - - - 59,690 16,191,115 Ending Fund Balance 10,307,295 655,350 - - 2,700,000 - 40,270 13,702,915

General Operating Fund Capital ProjectsBUDGET SUMMARY 2017

24

General Fund:Revenues/Transfers In

Current 2017 Budget 46,662,230$ TFD Allocation (2,744,280) E911 Distribution (1,000,000) Sales Tax 1,445,450 Amended 2017 Budget 44,363,400$

Expenditures/Transfers OutCurrent 2017 Budget 49,105,800$ Indirect Charges - Admin 300,000 2016 Eastside Rent 121,800 TCS Expansion for TFD 316,000 TFD Intergovernmental (3,250,000) TFD Operational Offset 236,690 TFD E911 Distribution 269,030 Radio Fee Distribution (1,000,000) Amended 2017 Budget 46,099,320$

Fund BalanceBeg. Fund Balance - 2017 Budget 12,043,215$

Amended Change in Fund Balance (1,735,920)$

Amended Ending Fund Balance 10,307,295$

Radio User Fee Fund:Revenues/Transfers In

Current 2017 Budget 2,000,000$ Transfers In - General Fund (1,000,000) Amended 2017 Budget 1,000,000$

Expenditures/Transfers OutCurrent 2017 Budget 2,000,000$ Transfer to CCN (1,000,000) Amended 2017 Budget 1,000,000$

2017 Budget Amendment Detail

25




Title: Motion 2017-35 to authorize amendment to the lease agreement with WM Riley for office space located at 955 Tacoma Avenue South

Attachments: Lease Agreement for Suite 204; Amended Rent Rider for Suites 101, 102 and 202



RECOMMENDATION: It is recommended the Policy Board authorize the Executive Director to enter into a lease agreement with WM Riley for 955 Tacoma Avenue South, Suites 101, 102, 202 and 204.

BACKGROUND: The current lease agreement with WM Riley for Suites 101, 102 and 202 expires on February 28, 2019 and has an increase of 4% effective March 1, 2018. Due to additional staffing approved in 2017 (CAD Administrator; GIS Analyst; Administrative Clerk; 2 Developers) and the transition of two Intelligence Analysts from LE Communications, additional space is needed. Suite 204, which is adjacent to our current space in Suite 202, offers a small kitchenette, three offices and some work space (approximately 800 square feet total). The amended lease proposes the following:

Increase of 3% for current space on March 1, 2018 (reduced from 4% in existing lease)

Lease extension of one year for current space and 3% increase on March 1, 2019 Increase of 4% for Suite 204 on March 1, 2019 Lease terminates on February 29, 2020 and allows for early termination with a 180-

day written notification. Tenant Improvements: Landlord to replace carpet; South Sound 911 to fund pass-

through from Suite 202 to 204. (Estimated at $6,000) 14 parking spaces at Lot E (1127-1131 Tacoma Avenue South)

ALTERNATIVES: Refer to Finance Committee for further review; do not amend lease.

FINANCIAL IMPACT: $238,640 in 2018 (includes tenant improvements and reduction of $2,000 from change in existing lease); $238,380 in 2019 and $39,920 in 2020 (2 months only)

26

WM RILEY & CO1’.WANY

fl ORIGINALLEASE AGREEMENT

Multi Tenant Triple Net (NNN Lease)

THIS LEASE AGREEMENT (the “Lease”) is entered into and effective as of this 2-7th 11th day of-NovemberDecember, 2017 between BRC Associates. LLC (Landlord”), and South Sound 911 (Tenant”). Landlordand Tenant agree as follows:

I. LEASE SUMMARY.

a. Leased Premises. The leased commercial real estate i) consists of an agreed area of800 rentable square feet and is outlined on the floor plan attached as Exhibit A (the “Premises”); U)is located on the land legally described on attached Exhibit B; and Hi) is commonly known as 955Tacoma Ave #204, Tacoma WA 98402 (suite number and address). The Premises do not include,and Landlord reserves, the exterior walls and roof of the building in which the Premises are located(the Building”), the land beneath the Building, the pipes and ducts, conduits, wires, fixtures, andequipment above the suspended ceiling; and the structural elements of the Building. The Building,the land upon which it is situated, all other improvements located on such land, and all commonareas appurtenant to the Building are referred to as the “Property.” The Building and all otherbuildings on the Property as of the date of this Lease consist of an agreed area of 31.464 rentablesquare feet.

b. Lease Commencement Date. The term of this Lease shall be for a period of 25 monthsand shall commence on February 1, 2018 or such earlier or later date as provided in Section 3 (the“Commencement Date”).

c. Lease Termination Date. The term of this Lease shall terminate at midnight on February28, 2020 or such earlier or later date as provided in Section 3 (the “Termination Date”). Tenantshall have no right or option to extend this Lease, unless otherwise set forth in a rider attached tothis Lease (e.g., Option to Extend Rider, CBA Form OR). TENANTMAYGIVEA 180 DAYWRITTENNOTICE TO VA CA TEAFTER FEBRUARY 28, 2019.

d. Base Rent. The base monthly rent shall be (check one): fl $ , or according tothe Rent Rider attached hereto (“Base Rent”). Rent shall be payable at Landlord’s address shownin Section 1(h) below, or such other place designated in writing by Landlord.

c. Prepaid Rent. Upon execution of this Lease, Tenant shall deliver to Landlord the sum of$126666 as prepaid rent, to be applied to the Rent due for the months February 1 through February28, 2018 of the Lease. TENANT SHALL DELIVER TO LANDLORD THE SUM OF $1266.66 ASPREPAID RENT TOBEAPPLIED TO RENTDUE FOR THE FIRSTMONTH OF THE LEASE

f. Security Deposit. Upon execution of this Lease, Tenant shall deliver to Landlord the sumof $0.00 to be held as a security deposit pursuant to Section 5 below. The security deposit shallbe in the form of (check one): cash, letter of credit according to the Letter of Credit Rider(CBA Form LCR) attached hereto, or E check.

g. Permitted Use. The Premises shall be used only for Offices and for no other purposewithout the prior written consent of Landlord (the “Permitted Use”).

h. Notice and Payment Addresses

Wm. Riley & Co. oCommerejal BrokersAssociation 2011

738 Broadway, Suite 201 ALL RIGHTS RESERVED

Tacoma, WA 98402 CBA Fern, MT.NNNPhone: (253) 383-3990 Multi-Tenant NNN Lease

Rev aQ1Fax: (253) 383-3393 Pae1o”29

58

LEASE AGREEMENTMulti Tenant Triple Net (NNN Lease)

Landlord: BRC Associates. LLC%Wm. Riley & Company1625 E 72’ Street #700-145Tacoma WA 98404Fax No.: 253-383-3393Email: slokenwmrdey.com

Tenant: South Sound 911955 Tacoma Ave #204Tacoma WA 98402

Fax No.: 253-798-7874Email: Janet.CaviezelSouthSound91 1 org for Notices

Stella.RamirezSouthSound91 1 org for Payments

i. Tenant’s Pro Rata Share. Landlord and Tenant agree that Tenant’s Pro Rata Share is0.00 %, based on the ratio of the agreed rentable area of the Premises to the agreed rentable areaof the Building and all other buildings on the Property as of the date of this Lease. Any adjustmentto the Premises’ or Building’s rentable floor area measurements will be reflected in an adjustmentto Tenant’s Base Rent or Pro Rata Share.

2. PREMISES.

a. Lease of Premises. Landlord leases to Tenant, and Tenant leases from Landlord, thePremises upon the terms specified in this Lease. LANDLORD REPRESENTS THAT THEPREMISES ARE TENANTABLE, INCLUDING THE STRUCTURAL CONDITION OF THEPREMISES AND THE CONDITION OFALL MECHANICAL, ELECTRICAL AND OTHER SYSTEMSON THE PREMISES.

b. Acceptance of Premises. Except as specified elsewhere in this Lease, Landlord makesno representations or warranties to Tenant regarding the Premises, including the structuralcondition of the Premises or the condition of all mechanical, electrical, and other systems on thePremises. Except for any tenant improvements to be completed by Landlord as described onattached Exhibit C (the landlord’s Work”), Tenant shall be responsible for performing any worknecessary to bring the Premises into a condition satisfactory to Tenant. By signing this Lease,Tenant acknowledges that it has had an adequate opportunity to investigate the Premises;acknowledges responsibility for making any corrections, alterations and repairs to the Premises(other than the Landlord’s Work); and acknowledges that the time needed to complete any suchitems shall not delay the Commencement Date.

c. Tenant Improvements. Attached Exhibit C sets forth all Landlord’s Work, if any, and alltenant improvements to be completed by Tenant (the Tenant’s Work”), if any, that will beperformed on the Premises. Responsibility for design, payment and performance of all such workshall be as set forth on attached Exhibit C. If Tenant fails to notify Landlord of any defects in the

I1’M RILEY &‘ COMPANYWm. Riley & Co. ® commercal Brokers

Associat,on 2011738 Broadway, Suite 201 ALL RIGHTS RESERVED

Tacoma, WA 98402 CBAFCnflW.NNN

Phone: (253) 383.3990 MbI-1enrI NNN LeaseRev 3s2011Fax: (253)383-3393 Page2D’fl

59

WM RILEY & COMPANY[Z

__


Landlord’s Work within thirty (30) days of delivery of possession to Tenant, Tenant shall be deemedto have accepted the Premises in their then condition. If Tenant discovers any major defects in theLandlord’s Work during this 30-day period that would prevent Tenant from using the Premises forthe Permitted Use, Tenant shall notify Landlord and the Commencement Date shall be delayeduntil after Landlord has notified Tenant that Landlord has corrected the major defects and Tenanthas had five (5) days to inspect and approve the Premises. The Commencement Date shall notbe delayed if Tenant’s inspection reveals minor defects in the Landlord’s Work that will not preventTenant from using the Premises for the Permitted Use. Tenant shall prepare a punch list of allminor defects in Landlord’s Work and provide the punch list to Landlord, which Landlord shallpromptly correct.

3. TERM. The term of this Lease shall commence on the Commencement Date specified in Section 1,or on such earlier or later date as may be specified by notice delivered by Landlord to Tenant advisingTenant that the Premises are ready for possession and specifying the Commencement Date, which shallnot be less than 30 days (thirty (30) days if not filled in) following the date of such notice.

a. Early Possession. If Landlord permits Tenant to possess and occupy the Premises priorto the Commencement Date specified in Section 1, then such early occupancy shall not advancethe Commencement Date or the Termination Date set forth in Section 1, but otherwise all termsand conditions of this Lease shall nevertheless apply during the period of early occupancy beforethe Commencement Date.

b. Delayed Possession. Landlord shall act diligently to make the Premises available toTenant; provided, however, neither Landlord nor any agent or employee of Landlord shall be liablefor any damage or loss due to Landlord’s inability or failure to deliver possession of the Premisesto Tenant as provided in this Lease. If possession is delayed, the Commencement Date set forthin Section 1 shall also be delayed. In addition, the Termination Date set forth in Section 1 shall bemodified so that the length of the Lease term remains the same. If Landlord does not deliverpossession of the Premises to Tenant within 60 days (sixty (60) days if not filled in) after theCommencement Date specified in Section 1, Tenant may elect to cancel this Lease by givingwritten notice to Landlord within ten (10) days after such time period ends. If Tenant gives suchnotice of cancellation, the Lease shall be cancelled, all prepaid rent and security deposits shall berefunded to Tenant, and neither Landlord nor Tenant shall have any further obligations to the other.The first “Lease year” shall commence on the Commencement Date and shall end on the datewhich is twelve (12) months from the end of the month in which the Commencement Date occurs.Each successive Lease year during the initial term and any extension terms shall be twelve (12)months, commencing on the first day following the end of the preceding Lease year. To the extentthat the tenant improvements are not completed in time for the Tenant to occupy or take possessionof the Premises on the Commencement Date due to the failure of Tenant to fulfill any of itsobligations under this Lease, the Lease shall nevertheless commence on the Commencement Dateset forth in Section 1.

4. RENT.

Wm. Riley & Co. ©commercial8rokersAssociation 2011


Tacoma, WA 98402 CBA Form MT.NNNPhone: (253) 383-3990 MuttiTenant NNN Lease

Rev, 3/2011Fax: (253) 3833393 Page3of29

60

WM RILEY & COMPANY© Cornrnorc: Brokers

Assoc&on 2011ALL RIGHTS RESERVED

CBA For MT.NNNMj ‘Teqant NNN Lease

Rev 320i1Page 4 0’ 29

Wm. Riley & Co.738 Broadway, Suite 201Tacoma, WA 98402Phone: (253) 383-3990Fax: (253) 383-3393


a. Payment of Rent. EXCEPT FOR NONAPPROPRIATION OF FUNDS Tenant shall payLandlord without notice, demand, deduction or offset, in lawful money of the United States, themonthly Base Rent stated in Section 1 in advance on or before the first day of each month duringthe Lease term beginning on (check one): the Commencement Date, or

_____

(if no datespecified, then on the Commencement Date), and shall also pay any other additional paymentsdue to Landlord (‘Additional Rent”), including Operating Costs (collectively the “Rent”) whenrequired under this Lease. Payments for any partial month at the beginning or end of the Leaseshall be prorated. All payments due to Landlord under this Lease, including late fees and interest,shall also constitute Additional Rent, and upon failure of Tenant to pay any such costs, charges orexpenses, Landlord shall have the same rights and remedies as otherwise provided in this Leasefor the failure of Tenant to pay rent.

b. Triple Net Lease. This Lease is what is commonly called a “Net, Net, Net” or “triple-net”Lease, which means that, except as otherwise expressly provided herein, Landlord shall receiveall Base Rent free and clear of any and all other impositions, taxes, liens, charges or expenses ofany nature whatsoever in connection with the ownership and operation of the Premises. In additionto Base Rent, Tenant shall pay to the parties respectively entitled thereto, or satisfy directly, allAdditional Rent and other impositions, insurance premiums, repair and maintenance charges, andany other charges, costs, obligations, liabilities, requirements, and expenses, including withoutlimitation the Operating Costs described in Section 8, which arise with regard to the Premises ormay be contemplated under any other provision of the Lease during its term, except for costs andexpenses expressly made the obligation of Landlord in this Lease.

c. Late Charges; Default Interest. If any sums payable by Tenant to Landlord under thisLease are not received within five(S) business days after their due date, Tenant shall pay Landlordan amount equal to the greater of $100 or five percent (5%) of the delinquent amount for the costof collecting and handling such late payment in addition to the amount due and as Additional Rent.All delinquent sums payable by Tenant to Landlord and not paid within five (5) business days aftertheir due date shall, at Landlord’s option, bear interest at the rate of fifteen percent (15%) perannum, or the highest rate of interest allowable by law, whichever is less (the “Default Rate”).Interest on all delinquent amounts shall be calculated from the original due date to the date ofpayment.

d. Less Than Full Payment. Landlord’s acceptance of less than the full amount of anypayment due from Tenant shall not be deemed an accord and satisfaction or compromise of suchpayment unless Landlord specifically consents in writing to payment of such lesser sum as anaccord and satisfaction or compromise of the amount which Landlord claims, Any portion thatremains to be paid by Tenant shall be subject to the late charges and default interest provisions ofthis Section 4.

5. SECURITY DEPOSIT. Upon execution of this Lease, Tenant shall deliver to Landlord the securitydeposit specified in Section 1 above. Landlord’s obligations with respect to the security deposit are thoseof a debtor and not of a trustee, and Landlord may commingle the security deposit with its other funds. IfTenant breaches any covenant or condition of this Lease, including but not limited to the payment of Rent,

61


Landlord may apply all or any part of the security deposit to the payment of any sum in default and anydamage suffered by Landlord as a result of Tenant’s breach. Tenant acknowledges, however, that thesecurity deposit shall not be considered as a measure of Tenant’s damages in case of default by Tenant,and any payment to Landlord from the security deposit shall not be construed as a payment of liquidateddamages for Tenant’s default. If Landlord applies the security deposit as contemplated by this Section,Tenant shall, within five (5) days after written demand therefore by Landlord, deposit with Landlord theamount so applied. If Tenant complies with all of the covenants and conditions of this Lease throughoutthe Lease term, the security deposit shall be repaid to Tenant without interest within thirty (30) days afterthe surrender of the Premises by Tenant in the condition required hereunder by Section 13 of this Lease.

6. USES. The Premises shall be used only for the Permitted Use specified in Section 1 above, andfor no other business or purpose without the prior written consent of Landlord. No act shall be done on oraround the Premises that is unlawful or that will increase the existing rate of insurance on the Premises,the Building, or the Property, or cause the cancellation of any insurance on the Premises, the Building, orthe Property. Tenant shall not commit or allow to be committed any waste upon the Premises, or any publicor private nuisance. Tenant shall not do or permit anything to be done on the Premises, the Building, orthe Property which will obstruct or interfere with the rights of other tenants or occupants of the Property, ortheir employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or otherlicensees or invitees or to injure or annoy such persons.

7. COMPLIANCE WITH LAWS. Tenant shall not cause or permit the Premises to be used in anyway which violates any law, ordinance, or governmental regulation or order. Landlord represents to Tenantthat, as of the Commencement Date, to Landlord’s knowledge, but without duty of investigation, and withthe exception of any Tenant’s Work, the Premises comply with all applicable laws, rules, regulations, ororders, including without limitation, the Americans With Disabilities Act, if applicable, and Landlord shall beresponsible to promptly cure at its sole cost any noncompliance which existed on the Commencement Date.Tenant shall be responsible for complying with all laws applicable to the Premises as a result of thePermitted Use, and Tenant shall be responsible for making any changes or alterations as may be requiredby law, rule, regulation, or order for Tenant’s Permitted Use at its sole cost and expense. Otherwise, ifchanges or alterations are required by law, rule, regulation, or order unrelated to the Permitted Use,Landlord shall make changes and alterations at its expense.

8. OPERATING COSTS.

a. Definition. -_As_used_heFeinopeat4ng_Cests_shal1_me_all_eosts_ef_epecalingmaiiMainig-a4-cepaicing-the-Pcemises-the-&u1ld4ng-and-the-Pceperty, determined in accordancew#h—ececa4y-aeeepted—aeeeunt4ng--pes, and including without limitation the following: alltaxes and assessmeMs-44e4u44ng, but not-1im4te4—te—real—atd—pesenal property taxes andassessments, local improvement district assessments and other special purpose assoosments,and taxes on rent or gross receipts); insurance premiums paid by Landlord and (to the extent used)deductibles for insurance applicable to thu Property; water, sewer and all other utility charges (otherthan utilities separately metered and paid directly by Tenant or other tenants); janitohal and all othereleaning-se’ices; refuse and trash removal: supplies, materials, tools, and equipment used in theeperat1onv—cepair, and maintenance of tho Propody; refurbishing and repainting; carpetreplaeement—to the extent serving areas other than just the Promicoc, heating, ventilation and air

Wm. Riley & Co. ©Comrnerc;eIB,cersASSDO8IiDfl 2Ol

738 Broadway, Suite 201 Aft R:GHTS RESERVED

Tacoma, WA 98402Phone: (253) 383-3990 &fJ b-Tenant NNN Lease

Rev 2/2011Fax: (253) 383-3393 Pa9e5c129

WM RILEY & COMPANY

62

WM RILEY & COMPANYWm. Riley & Co.738 Broadway. Suite 201Tacoma, WA 98402Phone: (253) 383-3990Fax: (253) 383-3393


conditioning (“HVC”) secv4ee—and—r-epair—and—ceplaeement of HVAC when necessary; elevatorseMee-and-cepaic-and-rep1acement-ef-elevatecs-when necessary; post control; lighting systems7fire-detection and soeuc#y-seNiees-1andseape-maintenance; management (fees and/or personneloests}-packing1etcead-sldewallc-an4-dclveway-pateh1ng, resurfacing and maintonance; snow andice removal; repair, maintenance! and, ‘.vhere reasonably required, replacement of signage:ame#izatiew-of—Gapital—4mpcevementer--as-—Lanelord may in the future install to comply withgevernmental-ceg&flatiens and wlos or unde4alcen-1n good faith with a reasonable oxpoctatien—efFedueing-epecatic9g-Gests-fthe useful life of whioh shall be a reasonable period of timo as determinedbLaf4lord)—Gests-eNegal services (except those incurred dirooUy relating to a particular occupantof the Building); and accounting cervices, labor, cupplios, materials and toolo. Landlord and Tenantagree that if the Building is not ninety percent (00%) occupied during any calendar year (includingthe-Base Year—ifapp44eable), on a monthly avorago, then those podionc of the Operating Coststhat are driven by oeeupanoy raffle, as reasonably determined by Landlord, shall be increased tocelleet-4he-Qpecaflng-Gests-ef the Building as though it wore ninety percent (90%) occupied andTenant’s Pro Rata Share of Operating Costs shall bo based upon Operating Costs as so adjusted.Opecet1ng Costs shell—not include: Landlord’s income tax or general corporato overhead;depresiation en the Building or equipment therein; lean payments; real estate broker’scommissions; capital improvements to or major ropaire of the Building shell (he., tho Buildinge4ruetuce-exterioc-walls, roof, and structural floors and foundations), except as described above; orany-eests-cegacd1ng--the--eperation, maintenance and repair of the Promises, the Building, or theProperty paid directly by Tenant or ether tenants in the Building, or othe’ise reimbursed toLandlori If Tenant is renting a pad separate from any other structures en the Property for whichLandlecd-sepacately-4ucnishes the services described in this paragraph—then the term “OporatingCesl&!_shall_not include those costs of operating, repairing, and maintaining the enclosed mallwhioh-oaw-be—separately allocated to the tenants of the other structures. Operating Costs-whisheaneet-be-sepacately-atteeated-te-the4eeents-ef-other-structures may inciade but ace- oU4mited4einsurance premiums; taxes and assessmentsnanagement (fees and/or personnel costs); exteriorlight4eg-parking1et1-read, sidewalk and-driveway patching esu4aein-and-maintenaneej-snow-andiee-cemovai-and-costsoNegal--secvices-end-acceunt1ng-sen.’iees.

b. Type of Payment. Options one and two below address the manner in which OperatingCosts are paid under this Lease. To select the pure triple net option, check option 1. To select thebase year option, check option 2.

L OPTION ONE: TRIPLE NET. As additional Rent, Tenant shall pay to Landlord onthe first of each month with payment of Tenant’s base Rent one-twelfth of Tenant’s ProRata Share of Operating Costs.

E OPTION TWO: BASE YEAR. The Base Rent paid by Tenant under this Leaseincludes Tenant’s Pro Rata Share of Operating Costs for the calendar year in which theCommencement Date occurs (the “Base Year”). As-a4ditienaI--Rent—T-enant-shall-pay-toLandlecd-on4he4icst-day-of-each-month-eommencing on the first day of-the-first-year-afterthe Gommencem ent-Data-with Tenan’ paymant of Base Rent, ne-twelfth-of-the-amGunJ-any1-by-whieh4enants-Pro-Rata-Shace-of Operating Costs exeeeds Tenants-annualizedPcRata-Share-of-Qpecating-Gostsoche-Bace Year7

®Cor,meroa BrokersAssoc.at:r. 2:11

a RIGHTS RESERVED

CBA Form MT-NNNMuIt,-Tenanl NNN Lease

Rev. 3/2011Page 6 of 29

63

WM RILEY & COMPANYCarmerai Br:ke,s

AsSoc:abon 23 1ALL RIGHTS RESERVED

CBA ram, MT-NNNMj:I -TefaqI NNN Lease

Rev 3:2011Page 7 at 29

Wm.Riley&Co.738 Broadway, Suite 201Tacoma, WA 98402Phone: (253) 383-3990Fax: (253) 383-3393


c. Method of Payment. Tenant shall pay to Landlord Operating Costs pursuant to thefollowing procedure:

(i) Landlord shall provide to Tenant, at or before the Commencement Date, a goodfaith estimate of annual Operating Costs for the calendar year in which the CommencementDate occurs. Landlord shall also provide to Tenant, as soon as possible following the firstday of each succeeding calendar year, a good faith estimate of Tenant’s annual Pro RataShare of Operating Costs for the then-current year

(ii) Each estimate of Tenant’s annual Pro Rata Share of Operating Costs determinedby Landlord, as described above, shall be divided into twelve (12) equal monthlyinstallments. If Tenant pays Operating Costs under Option One, Tenant shall pay toLandlord such monthly installment of Operating Costs with each monthly payment of BaseRent. If Tenant pays Operating Costs under Option Two, Tenant shall pay to Landlord witheach monthly payment of Base Rent the amount, if any, by which such monthly installmentsof Operating Costs exceed one twelfth of Tenant’s annualized Pro Rate Share of OperatingCosts for the Base Year. In the event the estimated amount of Tenant’s Pro Rata Shareof Operating Costs has not yet been determined for any calendar year, Tenant shall paythe monthly installment in the estimated amount determined for the preceding calendaryear until the estimate for the current calendar year has been provided to Tenant. Whenthe estimate for the current calendar year is received, Tenant shall then pay any shortfallor receive a credit for any surplus for the preceding months of the current calendar yearand shall, thereafter, make the monthly installment payments in accordance with thecurrent estimate.

(iii) As soon as reasonably possible following the end of each calendar year of theLease term, Landlord shall determine and provide to Tenant a statement (the ‘OperatingCosts Statement”) setting forth the amount of Operating Costs actually incurred and theamount of Tenant’s Pro Rata Share of Operating Costs actually payable by Tenant withrespect to such calendar year. In the event the amount of Tenant’s Pro Rata Share ofOperating Costs exceeds the sum of the monthly installments actually paid by Tenant forsuch calendar year, Tenant shall pay to Landlord the difference within thirty (30) daysfollowing receipt of the Operating Costs Statement. In the event the sum of the monthlyinstallments actually paid by Tenant for such calendar year exceeds the amount ofTenant’s Pro Rata Share of Operating Costs actually due and owing, the difference shallbe applied as a credit to Tenant’s future Pro Rata Share of Operating Costs payable byTenant pursuant to this Section, or if the term has expired, the excess shall be refunded toTenant within thirty (30) days after delivery of such Operating Costs Statement.

(iv) Should Tenant dispute any amount shown on the Operating Costs Statement, Tenantmay audit Landlord’s books and records for the calendar year covered by such OperatingCosts Statement upon written notice to Landlord given within ninety (90) days after Tenant’sreceipt of such Operating Costs Statement. If Tenant fails to provide notice of dispute withinsuch ninety (90) day period, the Operating Costs Statement shall be final and conclusive. Anyaudit conducted by Tenant shall be completed within sixty (60) days after Tenant’s request

64


therefor. In the event the amount of Tenant’s Pro Rata Share of Operating Costs exceedsthe sum of the monthly installments actually paid by Tenant for such calendar year, Tenantshall pay to Landlord the difference within thirty (30) days following completion of the audit.In the event the sum of the monthly installments actually paid by Tenant for such calendaryear exceeds the amount of Tenant’s Pro Rats Share of Operating Costs actually due andowing, the difference shall be applied as a credit to Tenant’s future Pro Rata Share ofOperating Costs payable by Tenant pursuant to this Section, or if the term has expired, theexcess shall be refunded to Tenant within thirty (30) days after completion of the audit,Landlord and Tenant shall cooperate as may be reasonably necessary in order to facilitatethe timely completion of any audit. Nothing in this section shall in any manner modify Tenant’sobligations to make payments as and when provided under this Lease.

9. UTILITIES AND SERVICES. Landlord shall provide the Premises the following services, the costof which shall be included in the Operating Costs, to the extent not separately metered to the Premises:water and electricity for the Premises seven (7) days per week, twenty-four (24) hours per day, and HVACfrom

____

a-m-4e——--—pm4v1onday-through-riday; n.m. to p.m. on-Satucday-andam. te—-pTm-on-Sunday. Landlocd-shall-pcovidfln#orial service to the Premises-and-Building-five(5) nights..eaeh-weekr-exotusive of-holidays1—the-oost-of-which shaH also be included-in-Opecating-Gosts7HVAG-seiwiees-witl-also-be provided by Landlocd-to4he-Pcemises-4uring additional hours on reasonablenotiee4oandtocd1-atenancs-sele-eost-and-expense, at an hourly rate roaconabty-es1aNished-by-Landlocdfrom time to time and payable by Tenant, as and when billed! as-Additional—Renb-—Notwithstanding-thefecegeing, if Tonant’s-use-ef-the-Pcemises-1ncurc utility cervico-oherges which are above these usual-andoustemacy—fes-4he—Permitted-U-se1--Land4erd reserves the right to require Tenant—to pay a reasonableadditional eha9e4er-sueh-usage-4andlord shall not be liable for any loss, injury ec-damage-to-persen-erpcopect3’—oaused by er—resulting-Scorn—any variation, interruption, orailure—ef-utitities—due—te any causewhatsoever,-and-Rent-shatl-not-abate-as a result-thereel- LANDLORD WILL PROVIDE FACILITIESADEQUATE HEAT, WATERAND HOT WATER.

Tenant shall furnish all other utilities (including, but not limited to, telephone, Internet, and cable service ifavailable) and other services which Tenant requires with respect to the Premises, and shall pay, at Tenant’ssole expense, the cost of all utilities separately metered to the Premises, and of all other utilities and otherservices which Tenant requires with respect to the Premises, except those to be provided by Landlord andincluded in Operating Expenses as described above.

10. TAXES. Tenant shall pay all taxes, assessments, liens and license fees (‘7axes”) levied, assessedor imposed by any authority having the direct or indirect power to tax or assess any such liens, related toor required by Tenant’s use of the Premises as well as all Taxes on Tenant’s personal property located onthe Premises. Landlord shall pay all taxes and assessments with respect to the Property, including anytaxes resulting from a reassessment of the Building or the Property due to a change of ownership orotherwise, all of which shall be included in Operating Costs and subject to partial reimbursement by Tenantas set forth in Section 8.

11. COMMON AREAS.

WM RILEY & COMPANYWm. Riley & Co. Commercial Brokers

Associat,on 2011738 Broadway, Suite 201 ALL RIGHTS RESERVED GBV’Tacoma, WA 98402 CBA Form &ff-NNN

Phone: (253) 383-3990 Mja.Jera’g NNN LeaseRev 312211Fax: (253) 383-3393 Paçeeof2g

65

WM RILEY & COMPANYWm. Riley & Co.738 Broadway, Suite 201Tacoma, WA 98402Phone: (253) 383-3990Fax: (253) 383-3393


a. Definition. The term “Common Areas” means all areas, facilities and building systemsthat are provided and designated from time to time by Landlord for the general non-exclusive useand convenience of Tenant with other tenants and which are not leased or held for the exclusiveuse of a particular tenant. To the extent that such areas and facilities exist within the Property,Common Areas include hallways, entryways, stairs, elevators, driveways, walkways, terraces,docks, loading areas, restrooms, trash facilities, parking areas and garages, roadways, pedestriansidewalks, landscaped areas, security areas, lobby or mall areas, common heating, ventilating andair conditioning systems, common electrical service, equipment and facilities, and commonmechanical systems, equipment and facilities. Tenant shall comply with reasonable rules andregulations concerning the use of the Common Areas adopted by Landlord from time to time.Without advance notice to Tenant and without any liability to Tenant, Landlord may change thesize, use, or nature of any Common Areas, erect improvements on the Common Areas or convertany portion of the Common Areas to the exclusive use of Landlord or selected tenants, so long asTenant is not thereby deprived of the substantial benefit of the Premises. Landlord reserves theuse of exterior walls and the roof, and the right to install, maintain, use, repair and replace pipes,ducts, conduits, and wires leading through the Premises in areas which will not materially interferewith Tenant’s use thereof.

b. Use of the Common Areas. Tenant shall have the non-exclusive right, in common withsuch other tenants to whom Landlord has granted or may grant such rights, to use the CommonAreas. Tenant shall abide by rules and regulations adopted by Landlord from time to time and shalluse its best efforts to cause its employees, officers, agents, servants, contractors, customers,clients, visitors, guests, or other licensees or invitees to comply with those rules and regulations,and not interfere with the use of Common Areas by others.

c. Maintenance of Common Areas. Landlord shall maintain the Common Areas in goodorder, condition and repair. This maintenance cost shall be an Operating Cost chargeable toTenant pursuant to Section 8. In performing such maintenance, Landlord shall use reasonableefforts to minimize interference with Tenant’s use and enjoyment of the Premises.

12. ALTERATIONS. Tenant may make alterations, additions or improvements to the Premises,including any Tenant Work identified on attached Exhibit C (the “Alterations”), only with the priorwritten consent of Landlord, which, with respect to Alterations not affecting the structural components ofthe Premises or utility systems therein, shall not be unreasonably withheld, conditioned, or delayed.Landlord shall have thirty (30) days in which to respond to Tenant’s request for any Alterations so long assuch request includes the name of Tenant’s contractors and reasonably detailed plans and specificationstherefor. The term Alterations” shall not include the installation of shelves, movable partitions, Tenant’sequipment, and trade fixtures that may be performed without damaging existing improvements or thestructural integrity of the Premises, the Building, or the Property, and Landlord’s consent shall not berequired for Tenant’s installation or removal of those items. Tenant shall perform all work at Tenant’sexpense and in compliance with all applicable laws and shall complete all Alterations in accordance withplans and specifications approved by Landlord, using contractors approved by Landlord, and in a mannerso as not to unreasonably interfere with other tenants. Tenant shall pay, when due, or furnish a bond forpayment (as set forth in Section 20) all claims for labor or materials furnished to or for Tenant at or for usein the Premises, which claims are or may be secured by any mechanics’ or materialmens’ liens against the

© commerc,aI BrokersAssociation 2011

ALL RIGHTS RESERVED

CBA Form MT.NNNMt:,.Tersm NNN Lease

Rev 32011P52k 9 of 22

lNi

66


Premises or the Property or any interest therein. Tenant shall remove all Alterations at the end of theLease term unless Landlord conditioned its consent upon Tenant leaving a specified Alteration at thePremises, in which case Tenant shall not remove such Alteration, and it shall become Landlord’s property.Tenant shall immediately repair any damage to the Premises caused by removal of Alterations.

13. REPAIRS AND MAINTENANCE; SURRENDER. Tenant shall, at its sole expense, maintain theentire Premises in good condition and promptly make all non-structural repairs and replacements necessaryto keep the Premises safe and in good condition, includinQ-all-H-VAG-eempenentc and other utilities-andsystems-te-the-extent-exelusively-ser-ving--the--P-cem1ses Landlord shall maintain and repair the Buildingstructure, foundation, subfloor, exterior walls, roof structure and surface, and HVAC components and otherutilities and systems serving more than just the Premises, and the Common Areas, the costs of which shallbe included as an Operating Cost. Tenant shall not damage any demising wall or disturb the structuralintegrity of the Premises, the Building, or the Property and shall promptly repair any damage or injury doneto any such demising walls or structural elements caused by Tenant or its employees, officers, agents,servants, contractors, customers, clients, visitors, guests, or other licensees or invitees. Notwithstandinganything in this Section to the contrary, Tenant shall not be responsible for any repairs to the Premisesmade necessary by the negligence or willful misconduct of Landlord or its employees, officers, agents,servants, contractors, customers, clients, visitors, guests, or other licensees or invitees therein. If Tenantfails to perform Tenant’s obligations under this Section, Landlord may at Landlord’s option enter upon thePremises after ten (10) days’ prior notice to Tenant and put the same in good order, condition and repairand the cost thereof together with interest thereon at the default rate set forth in Section 4 shall be due andpayable as additional rent to Landlord together with Tenant’s next installment of Base Rent, Uponexpiration of the Lease term, whether by lapse of time or otherwise, Tenant shall promptly and peacefullysurrender the Premises, together with all keys, to Landlord in as good condition as when received by Tenantfrom Landlord or as thereafter improved, reasonable wear and tear and insured casualty excepted.

14. ACCESS AND RIGHT OF ENTRY. After twenty4our (24) hours’ notice from Landlord (except incases of emergency, when no notice shall be required), Tenant shall permit Landlord and its agents,employees and contractors to enter the Premises at all reasonable times to make repairs, inspections,alterations or improvements, provided that Landlord shall use reasonable efforts to minimize interferencewith Tenant’s use and enjoyment of the Premises. This Section shall not impose any repair or otherobligation upon Landlord not expressly stated elsewhere in this Lease. After reasonable notice to Tenant,Landlord shall have the right to enter the Premises for the purpose of (a) showing the Premises toprospective purchasers or lenders at anytime, and to prospective tenants within one hundred eighty (180)days prior to the expiration or sooner termination of the Lease term; and (b) posting “for lease” signs withinone hundred eighty (180) days prior to the expiration or sooner termination of the Lease term.

15. SIGNAGE. Tenant shall obtain Landlord’s written consent as to size, location, materials, methodof attachment, and appearance, before installing any signs upon the Premises. Tenant shall install anyapproved signage at Tenant’s sole expense and in compliance with all applicable laws. Tenant shall notdamage or deface the Premises in installing or removing signage and shall repair any injury or damage tothe Premises caused by such installation or removal.

16. DESTRUCTION OR CONDEMNATION

Wm. Riley & Co. © Commercial OrakersAssoc’al,on 2011


Tacoma, WA 98402 COA Form PST.NNN

Phone: (253) 383-3990 Mu15.TensmNNNleaseRev 31D1I

Fax: (253)383-3393 Page10o’29

1N/

L.WM RILEY & COMPANY

67



a. Damage and Repair. If the Premises or the portion of the Building or the Propertynecessary for Tenant’s occupancy are partially damaged but not rendered untenantable, by fire orother insured casualty, then Landlord shall diligently restore the Premises and the portion of theProperty necessary for Tenant’s occupancy to the extent required below and this Lease shall notterminate. Tenant may, however, terminate the Lease if Landlord is unable to restore the Premiseswithin six (6) months of the casualty event by giving twenty (20) days written notice of termination.

ThePcemiseer-the-pocfleMheBuildthg-ec-Ihe-P-coperty-neeessacy-fer4enanVs-oscupancy shallnet be deemed-u-ntenantab1e-4f4wenty-five-pereent (25%) or less-of-eaeh-of4hese-areat arcdamaged. If insurance proceeds are not available or are not sufficient to pay the entire cost ofrestoring the Premises, or if Landlord’s lender does not permit all or any part of the insuranceproceeds to be applied toward restoration, then Landlord may elect to terminate this Lease andkeep the insurance proceeds, by notifying Tenant within sixty (60) days of the date of such casualty.

If the Premises, the portion of the Building or the Property necessary for Tenant’s occupancy, orfifty percent (50%) or more of the rentable area of the Property are entirely destroyed, or partiallydamaged and rendered untenantable, by fire or other casualty, Landlord may, at its option:(a) terminate this Lease as provided herein, or (b) restore the Premises and the portion of theProperty necessary for Tenant’s occupancy to their previous condition to the extent required below;provided, however, if such casualty event occurs during the last six (6) months of the Lease term(after considering any option to extend the term timely exercised by Tenant) then either Tenant orLandlord may elect to terminate the Lease. If, within sixty (60) days after receipt by Landlord fromTenant of written notice that Tenant deems the Premises or the portion of the Property necessaryfor Tenant’s occupancy untenantable, Landlord fails to notify Tenant of its election to restore thoseareas, or if Landlord is unable to restore those areas within six (6) months of the date of the casualtyevent, then Tenant may elect to terminate the Lease upon twenty (20) days’ notice to Landlordunless Landlord, within such twenty (20) day period, notifies Tenant that it will in fact restore thePremises or actually completes such restoration work to the extent required below, as applicable.

If Landlord restores the Premises or the Property under this Section, Landlord shall proceed withreasonable diligence to complete the work, and the Rent shall be abated in the same proportion asthe untenantable portion of the Premises bears to the whole Premises, provided that there shall bea Rent abatement only if the damage or destruction of the Premises or the Property did not resultfrom, or was not contributed to directly or indirectly by the act, fault or neglect of Tenant, or Tenant’semployees, officers, agents, servants, contractors, customers, clients, visitors, guests, or otherlicensees or invitees. No damages, compensation or claim shall be payable by Landlord forinconvenience, loss of business or annoyance directly, incidentally or consequentially arising fromany repair or restoration of any portion of the Premises or the Property. Landlord shall have noobligation to carry insurance of any kind for the protection of Tenant; any alterations orimprovements paid for bylenant; any Tenant’s Work identified in Exhibit C (regardless of who mayhave completed them); Tenant’s furniture; or on any fixtures, equipment, improvements orappurtenances of Tenant under this Lease, and Landlord’s restoration obligations hereunder shallnot include any obligation to repair any damage thereto or replace the same.

C Commercial BrokersAssociation 2011

ALL RIGHTS RESERVED

CSA Form PSt-NNN&V-Te,arl NNN Lease

Rev 22011Pa9e II 0 29

68


b. Condemnation. If the Premises, the portion of the Building or the Property necessary forTenants occupancy, or 50% or more of the rentable area of the Property are made untenantableby eminent domain, or conveyed under a threat of condemnation, this Lease shall terminate at theoption of either Landlord or Tenant as of the earlier of the date title vests in the condemningauthority or the condemning authority first has possession of the Premises or the portion of theProperty taken by the condemning authority. All Rents and other payments shall be paid to thatdate.

If the condemning authority takes a portion of the Premises or of the Building or the Propertynecessary for Tenant’s occupancy that does not render them untenantable, then this Lease shallcontinue in full force and effect and the Rent shall be equitably reduced based on the proportion bywhich the floor area of any structures is reduced. The reduction in Rent shall be effective on theearlier of the date the condemning authority first has possession of such portion or title vests in thecondemning authority. The-Pcem1soc or the pertoneMhe-Buitdng-er-the-P-mperty-neeessary-fecT-enaRtsoeGupancshafl-net-be-deemed-untenantable-if4wenty-five-pereent-{25W04-orless-ef-eaohof-those-areas-are-oendemned. Landlord shall be entitled to the entire award from the condemningauthority attributable to the value of the Premises or the Building or the Property and Tenant shallmake no claim for the value of its leasehold. Tenant shall be permitted to make a separate claimagainst the condemning authority for moving expenses if Tenant may terminate the Lease underthis Section, provided that in no event shall Tenant’s claim reduce Landlord’s award.

17. INSURANCE.

a. Tenant’s Liability Insurance. During the Lease term, Tenant shall pay for and maintaincommercial general liability insurance with broad form property damage and contractual liabilityendorsements. This policy shall name Landlord, its properly manager (if any), and other partiesdesignated by Landlord as additional insureds using an endorsement form acceptable to Landlord,and shall insure Tenant’s activities and those of Tenant’s employees, officers, agents, servants,contractors, customers, clients, visitors, guests, or other licensees or invitees with respect to thePremises against loss, damage or liability for personal injury or bodily injury (including death) orloss or damage to property with a combined single limit of not less than $2,000,000, and adeductible of not more than $10,000. Tenant’s insurance will be primary and noncontributory withany liability insurance carried by Landlord. Landlord may also require Tenant to obtain andmaintain business income coverage for at least six (6) months, business auto liability coverage,and, if applicable to Tenant’s Permitted Use, liquor liability insurance and/or warehouseman’scoverage. PARTICIPATION IN SELF-INSURED, GOVERNMENTAL RISK POOL SHALL SATISFYTHE CONDITIONS SET FORTH IN SECTION 17.

b. Tenant’s Property Insurance. During the Lease term, Tenant shall pay for and maintainspecial form clauses of loss coverage property insurance (with coverage for earthquake if requiredby Landlord’s lender and, if the Premises are situated in a flood plain, flood damage) for all ofTenant’s personal property, fixtures and equipment in the amount of their full replacement value,with a deductible of not more than $10,000.

WM RILEY & COMPANYWm. Riley & Co. ®commerc,aI Brokers

Associal,on 2011738 Broadway, Suite 201 ALL RIGHTS RESERVED

Tacoma, WA 98402 CBA Form M1.NNNPhone: (253) 383-3990 Mjt-Teoa,I NSN Lease

Rev 2Dl1Fax: (253) 3833393 Page 12 of 2

69

EWM RILEY & COMPANY


c. Miscellaneous. Tenant’s insurance required under this Section shall be with companiesrated A-NIl or better in Best’s Insurance Guide, and which are admitted in the State in which thePremises are located. No insurance policy shall be cancelled or reduced in coverage and eachsuch policy shall provide that it is not subject to cancellation or a reduction in coverage except afterthirty (30) days prior written notice to Landlord. Tenant shall deliver to Landlord uponcommencement of the Lease and from time to time thereafter, copies of the insurance policies orevidence of insurance and copies of endorsements required by this Section. In no event shall thelimits of such policies be considered as limiting the liability of Tenant under this Lease. If Tenantfails to acquire or maintain any insurance or provide any policy or evidence of insurance requiredby this Section, and such failure continues for three (3) days after notice from Landlord, Landlordmay, but shall not be required to, obtain such insurance for Landlord’s benefit and Tenant shallreimburse Landlord for the costs of such insurance upon demand. Such amounts shall beAdditional Rent payable by Tenant hereunder and in the event of non-payment thereof, Landlordshall have the same rights and remedies with respect to such non-payment as it has with respectto any other non-payment of Rent hereunder.

d. Landlord’s Insurance. Landlord shall carry special form clauses of loss coverageproperty insurance of the Building shell and core in the amount of their full replacement value,liability insurance with respect to the Common Areas, and such other insurance of such types andamounts as Landlord, in its discretion, shall deem reasonably appropriate. The cost of any suchinsurance shall be included in the Operating Costs, and if such insurance is provided by a blanketpolicy” insuring other parties or locations in addition to the Building, then only the portion of thepremiums allocable to the Building and Property shall be included in the Operating Costs.

e. Waiver of Subrogation. Landlord and Tenant hereby release each other and any othertenant, their agents or employees, from responsibility for, and waive their entire claim of recoveryfor any loss or damage arising from any cause covered by property insurance required to be carriedor otherwise carried by each of them. Each party shall provide notice to the property insurancecarrier or carriers of this mutual waiver of subrogation, and shall cause its respective propertyinsurance carriers to waive all rights of subrogation against the other. This waiver shall not applyto the extent of the deductible amounts to any such property policies or to the extent of liabilitiesexceeding the limits of such policies.

18. INDEMNIFICATION.

a. Indemnification by Tenant. Tenant shall defend, indemnify, and hold Landlord and itsproperty manager (if any) harmless against all liabilities, damages, costs, and expenses, includingattorneys’ fees, for personal injury, bodily injury (including death) or property damage arising fromany negligent or wrongful act or omission of Tenant or Tenant’s employees, officers, agents,servants, contractors, customers, clients, visitors, guests, or other licensees or invitees on oraround the Premises or the Property, or arising from any breach of this Lease by Tenant. Tenantshall use legal counsel reasonably acceptable to Landlord in defense of any action within Tenant’sdefense obligation.

Wm. Riley & Co. ® Commercial BrokersAssociation 2011


Tacoma, WA 98402 CEA Form W-NNNPhone: (253) 383-3990 MJII.Ter.artNNNLease

Rev 1Di1Fax: (253) 383-3393 Pa9e13o129

70

WM RilEY & COMPANYWm. Riley & Co.738 Broadway, Suite 201Tacoma, WA 98402Phone: (253) 383-3990Fax: (253) 383-3393


b. Indemnification by Landlord. Landlord shall defend, indemnify and hold Tenantharmless against all liabilities, damages, costs, and expenses, including attorneys’ fees, forpersonal injury, bodily injury (including death) or property damage arising from any negligent orwrongful act or omission of Landlord or Landlord’s employees, officers, agents, servants,contractors, customers, clients, visitors, guests, or other licensees or invitees on or around thePremises or th Property, or arising from any breach of this Lease by Landlord. Landlord shall uselegal counsel reasonably acceptable to Tenant in defense of any action within Landlord’s defenseobligation.

c. Waiver of Immunity. Landlord and Tenant each specifically and expressly waive anyimmunity that each may be granted under the Washington State Industrial Insurance Act, Title 51RCW. Neither party’s indemnity obli9ations under this Lease shall be limited by any limitation onthe amount or type of damages, compensation, or benefits payable to or for any third party underthe Worker Compensation Acts, Disability Benefit Acts or other employee benefit acts.

d. Exemption of Landlord from Liability. Except to the extent of claims arising out ofLandlord’s gross negligence or intentional misconduct, Landlord shall not be liable for injury toTenant’s business or assets or any loss of income therefrom or for damage to any property ofTenant or of its employees, officers, agents, servants, contractors, customers, clients, visitors,guests, or other licensees or invitees, or any other person in or about the Premises or the Property.

e. Survival. The provisions of this Section 18 shall survive expiration or termination of thisLease.

19. ASSIGNMENT AND SUBLETTING. Tenant shall not assign, sublet, mortgage, encumber orotherwise transfer any interest in this Lease (collectively referred to as a “Transfer”) or any part of thePremises, without first obtaining Landlord’s written consent, which shall not be unreasonably withheld,conditioned, or delayed. No Transfer shall relieve Tenant of any liability under this Lease notwithstandingLandlord’s consent to such Transfer. Consent to any Transfer shall not operate as a waiver of the necessityfor Landlord’s consent to any subsequent Transfer. In connection with each request for consent to aTransfer, Tenant shall pay the reasonable cost of processing same, including attorneys’ fees, upon demandof Landlord, up to a maximum of $1,250.

If Tenant is a partnership, limited liability company, corporation, or other entity, any transfer of this Leaseby merger, consolidation, redemption or liquidation, or any change in the ownership of, or power to vote,which singularly or collectively represents a majority of the beneficial interest in Tenant, shall constitute aTransfer under this Section.

As a condition to Landlord’s approval, if given, any potential assignee or sublessee otherwise approved byLandlord shall assume all obligations of Tenant under this Lease and shall be jointly and severally liablewith Tenant and any guarantor, if required, for the payment of Rent and performance of all terms of thisLease, In connection with any Transfer, Tenant shall provide Landlord with copies of all assignments,subleases and assumption agreement or documents.

©Cornrnerc:& BaicenASSDOaon 2D1 I

ALL RGHTS RESERVED

CBA Fr, MT-NNN&:‘j-Te,ant NNN Lease

Rev 3/2011Page 14 of 29

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71

WM RILEY & COMYANYCommercial Brokers

Association 2011ALL RIGHTS RESERVED

CBA Form MT-NNNMuti-Temanl NNN Lease

Rev 312D11Pqe lSo’29

-

—- Wm. Riley & Co.738 Broadway, Suite 201

- Tacoma, WA 98402Phone; (253) 3S3-3990Fax; (253) 383-3393


20. LIENS. Tenant shall not subject the Landlord’s assets to any liens or claims of lien. Tenant shallkeep the Premises free from any liens created by or through Tenant. Tenant shall indemnify and holdLandlord harmless from liability for any such liens including, without limitation, liens arising from anyAlterations. If a lien is filed against the Premises by any person claiming by, through or under Tenant,Tenant shall, within ten (10) days after Landlord’s demand, at Tenant’s expense, either remove the lien orfurnish to Landlord a bond in form and amount and issued by a surety satisfactory to Landlord, indemnifyingLandlord and the Premises against all liabilities, costs and expenses, including attorneys’ fees, whichLandlord could reasonably incur as a result of such lien,

21. DEFAULT. The following occurrences shall each constitute a default by Tenant (an “Event ofDefault”);

a. Failure To Pay. Failure by Tenant to pay any sum, including Rent, due under this Leasefollowing five (5) days’ notice from Landlord of the failure to pay.

b. Vacation!Abandonment. Vacation by Tenant of the Premises (defined as an absence forat least fifteen (15) consecutive days without prior notice to Landlord), or abandonment by Tenantof the Premises (defined as an absence of five (5) days or more while Tenant is in breach of someother term of this Lease). Tenant’s vacation or abandonment of the Premises shall not be subjectto any notice or right to cure.

c. Insolvency. Tenant’s insolvency or bankruptcy (whether voluntary or involuntary); orappointment of a receiver, assignee or other liquidating officer for Tenant’s business; provided,however, that in the event of any involuntary bankruptcy or other insolvency proceeding, theexistence of such proceeding shall constitute an Event of Default only if such proceeding is notdismissed or vacated within sixty (60) days after its institution or commencement.

d. Levy or Execution. The taking of Tenant’s interest in this Lease or the Premises, or anypart thereof, by execution or other process of law directed against Tenant, or attachment ofTenant’s interest in this Lease by any creditor of Tenant, if such attachment is not discharged withinfifteen (15) days after being levied.

e. Other Non-Monetary Defaults. The breach by Tenant of any agreement, term orcovenant of this Lease other than one requiring the payment of money and not otherwiseenumerated in this Section or elsewhere in this Lease, which breach continues for a period of thirty(30) days after notice by Landlord to Tenant of the breach.

f. Failure to Take Possession. Failure by Tenant to take possession of the Premises onthe Commencement Date or failure by Tenant to commence any Tenant Improvement in a timelyfashion.

Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord within areasonable time, but in no event less than thirty (30) days after notice by Tenant to Landlord. If Landlordfails to cure any such default within the allotted time, Tenant’s sole remedy shall be to seek actual money

72


damages (but not consequential or punitive damages) for loss arising from Landlords failure to dischargeits obligations under this Lease. Nothing herein contained shall relieve Landlord from its duty to perform ofany of its obligations to the standard prescribed in this Lease.

Any notice periods granted herein shall be deemed to run concurrently with and not in addition to any defaultnotice periods required by law.

22. REMEDIES. Landlord shall have the following remedies upon an Event of Default. Landlordsrights and remedies under this Lease shall be cumulative, and none shall exclude any other right or remedyallowed by law.

a. Termination of Lease. Landlord may terminate Tenant’s interest under the Lease, but noact by Landlord other than notice of termination from Landlord to Tenant shall terminate this Lease.The Lease shall terminate on the date specified in the notice of termination. Upon termination ofthis Lease, Tenant will remain liable to Landlord for damages in an amount equal to the Rent andother sums that would have been owing by Tenant under this Lease for the balance of the Leaseterm, less the net proceeds, if any, of any reletting of the Premises by Landlord subsequent to thetermination, after deducting all of Landlord’s Reletting Expenses (as defined below). Landlord shallbe entitled to either collect damages from Tenant monthly on the days on which rent or otheramounts would have been payable under the Lease, or alternatively, Landlord may accelerateTenant’s obligations under the Lease and recover from Tenant: (i) unpaid rent which had beenearned at the time of termination; (N) the amount by which the unpaid rent which would have beenearned after termination until the time of award exceeds the amount of rent loss that Tenant provescould reasonably have been avoided; (iii) the amount by which the unpaid rent for the balance ofthe term of the Lease after the time of award exceeds the amount of rent loss that Tenant provescould reasonably be avoided (discounting such amount by the discount rate of the Federal ReserveBank of San Francisco at the time of the award, plus 1%); and (iv) any other amount necessary tocompensate Landlord for all the detriment proximately caused by Tenant’s failure to perform itsobligations under the Lease, or which in the ordinary course would be likely to result from the Eventof Default, including without limitation Reletting Expenses described below.

b. Re-Entry and Reletting. Landlord may continue this Lease in full force and effect, andwithout demand or notice, re-enter and take possession of the Premises or any part thereof, expelthe Tenant from the Premises and anyone claiming through or under the Tenant, and remove thepersonal property of either. Landlord may relet the Premises, or any part of them, in Landlord’s orTenant’s name for the account of Tenant, for such period of time and at such other terms andconditions as Landlord, in its discretion, may determine. Landlord may collect and receive the rentsfor the Premises. To the fullest extent permitted by law, the proceeds of any reletting shall beapplied: first, to pay Landlord all Reletting Expenses (defined below); second, to pay anyindebtedness of Tenant to Landlord other than rent; third, to the rent due and unpaid hereunder;and fourth, the residue, if any, shall be held by Landlord and applied in payment of other or futureobligations of Tenant to Landlord as the same may become due and payable, and Tenant shall notbe entitled to receive any portion of such revenue. Re-entry or taking possession of the Premisesby Landlord under this Section shall not be construed as an election on Landlord’s part to terminatethis Lease, unless a notice of termination is given to Tenant. Landlord reserves the right followingany re-entry or reletting, or both, under this Section to exercise its right to terminate the Lease.

® commercial BrokersWm. Riley & Co.Associalion 2011


Tacoma, WA 98402 CBA Form MT-NNNPhone: (253) 383-3990 Multi-Tenant NNN Lease

Rev 3/2011Fax: (253) 383-3393 Page 1601 29

WM RILEY & COMPANY

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Tenant will pay Landlord the Rent and other sums which would be payable under this Lease ifrepossession had not occurred, less the net proceeds, if any, after reletting the Premises and afterdeducting Landlord’s Reletting Expenses. “Reletting Expenses” is defined to include all expensesincurred by Landlord in connection with reletting the Premises, including without limitation, allrepossession costs, brokerage commissions and costs for securing new tenants, attorneys’ fees,remodeling and repair costs, costs for removing persons or property, costs for storing Tenant’sproperty and equipment, and costs of tenant improvements and rent concessions granted byLandlord to any new Tenant, prorated over the life of the new lease.

c. Waiver of Redemption Rights. Tenant, for itself, and on behalf of any and all personsclaiming through or under Tenant, including creditors of all kinds, hereby waives and surrenders allrights and privileges which they may have under any present or future law, to redeem the Premisesor to have a continuance of this Lease for the Lease term, or any extension thereof.

d. Nonpayment of Additional Rent. All costs which Tenant is obligated to pay to Landlordpursuant to this Lease shall in the event of nonpayment be treated as if they were payments ofRent, and Landlord shall have the same rights it has with respect to nonpayment of Rent.

e. Failure to Remove Property. If Tenant fails to remove any of its property from thePremises at Landlord’s request following an uncured Event of Default, Landlord may, at its option,remove and store the property at Tenant’s expense and risk. If Tenant does not pay the storagecost within five (5) days of Landlord’s request, Landlord may, at its option, have any or all of suchproperty sold at public or private sale (and Landlord may become a purchaser at such sale), in suchmanner as Landlord deems proper, without notice to Tenant. Landlord shall apply the proceeds ofsuch sale: (i) to the expense of such sale, including reasonable attorneys’ fees actually incurred;(U) to the payment of the costs or charges for storing such property; (Ui) to the payment of any othersums of money which may then be or thereafter become due Landlord from Tenant under any ofthe terms hereof; and (iv) the balance, if any, to Tenant. Nothing in this Section shall limitLandlord’s right to sell Tenant’s personal property as permitted by law or to foreclose Landlord’slien for unpaid rent.

23. MORTGAGE SUBORDINATION AND ATTORNMENT. This Lease shall automatically besubordinate to any mortgage or deed of trust created by Landlord which is now existing or hereafter placedupon the Premises including any advances, interest, modifications, renewals, replacements or extensions(“Landlord’s Mortgage”). Tenant shall attorn to the holder of any Landlord’s Mortgage or any party acquiringthe Premises at any sale or other proceeding under any Landlord’s Mortgage provided the acquiring partyassumes the obligations of Landlord under this Lease. Tenant shall promptly and in no event later thanfifteen (15) days after request execute, acknowledge and deliver documents which the holder of anyLandlord’s Mortgage may reasonably require as further evidence of this subordination and attornment.Notwithstanding the foregoing, Tenant’s obligations under this Section to subordinate in the future areconditioned on the holder of each Landlord’s Mortgage and each party acquiring the Premises at any saleor other proceeding under any such Landlord’s Mortgage not disturbing Tenant’s occupancy and otherrights under this Lease, so long as no uncured Event of Default by Tenant exists.

Wm. Riley & Co. © Commercial BrokersAssociation 2011


Tacoma, WA 98402 CBA Fern, MTNNNPhone: (253) 383-3990 MultiTenant NNN Lease

Rev. 3/2011Fax: (253) 383-3393 Page 17 of 29

WM RILEY & COMPANY

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24. NON-WAIVER. Landlord’s waiver of any breach of any provision contained in this Lease shall notbe deemed to be a waiver of the same provision for subsequent acts of Tenant. The acceptance byLandlord of Rent or other amounts due by Tenant hereunder shall not be deemed to be a waiver of anyprevious breach by Tenant.

25. HOLDOVER. If Tenant shall, without the written consent of Landlord, remain in possession of thePremises and fail to return them to Landlord after the expiration or termination of this Lease, the tenancyshall be a holdover tenancy and shall be on a month-to-month basis, which may be terminated accordingto Washington law. During such tenancy, Tenant agrees to pay to Landlord 150% of the rate of rental lastpayable under this Lease, unless a different rate is agreed upon by Landlord. All other terms of the Leaseshall remain in effect. Tenant acknowledges and agrees that this Section does not grant any right to Tenantto holdover, and that Tenant may also be liable to Landlord for any and all damages or expenses whichLandlord may have to incur as a result of Tenant’s holdover.

26. NOTICES. All notices under this Lease shall be in writing and effective (i) when delivered in personor via overnight courier to the other party, (ii) three (3) days after being sent by registered or certified mailto the other party at the address set forth in Section 1; or (Hi) upon confirmed transmission by facsimile tothe other party at the facsimile numbers set forth in Section 1. The addresses for notices and payment ofrent set forth in Section 1 may be modified by either party only by written notice delivered in conformancewith this Section.

27. COSTS AND ATTORNEYS’ FEES. If Tenant or Landlord engage the services of an attorney tocollect monies due or to bring any action for any relief against the other, declaratory or otherwise, arisingout of this Lease, including any suit by Landlord for the recovery of Rent or other payments, or possessionof the Premises, the losing party shall pay the prevailing party a reasonable sum for attorneys’ fees in suchaction, whether in mediation or arbitration, at trial, on appeal, or in any bankruptcy proceeding.

28. ESTOPPEL CERTIFICATES. Tenant shall, from time to time, upon written request of Landlord,execute, acknowledge and deliver to Landlord or its designee a written statement specifying the following,subject to any modifications necessary to make such statements true and complete: (i) the total rentablesquare footage of the Premises; (H) the date the Lease term commenced and the date it expires; (Hi) theamount of minimum monthly Rent and the date to which such Rent has been paid; (iv) that this Lease is infull force and effect and has not been assigned, modified, supplemented or amended in any way; (v) thatthis Lease represents the entire agreement between the parties; (vi) that all obligations under this Lease tobe performed by either party have been satisfied; (vU) that there are no existing claims, defenses or offsetswhich the Tenant has against the enforcement of this Lease by Landlord; (vih) the amount of Rent, if any.that Tenant paid in advance; (ix) the amount of security that Tenant deposited with Landlord; (x) if Tenanthas sublet all or a portion of the Premises or assigned its interest in the Lease and to whom; (xi) if Tenanthas any option to extend the Lease or option to purchase the Premises; and (xii) such other factual mattersconcerning the Lease or the Premises as Landlord may reasonably request. Tenant acknowledges andagrees that any statement delivered pursuant to this Section may be relied upon by a prospective purchaserof Landlord’s interest or assignee of any mortgage or new mortgagee of Landlord’s interest in the Premises.If Tenant shall fail to respond within ten (10) days to Landlord’s request for the statement required by thisSection, Landlord may provide the statement and Tenant shall be deemed to have admitted the accuracyof the information provided by Landlord.

Ccnmerci& Broers /Wm. Riley & Co.738 Broadway, Suite 201 AU. RIGHTS RESERVED CBk’Tacoma, WA 98402 CBA Form AT.NNNPhone: (253) 383-3990 t.mna.,t NNN Lease

Rev. 312011Fax: (253) 383-3393 Page 18 29

WM RILEY & COMPANY

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WM RILEY & COMPANYLJZZ

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© commareai BrokersAssociat,on 2011

ALL RIGHTS RBSRVED

CBA Form MT-NNN)&Ii -Teran1 NN’ Lease

Re a12’lPage ID 29


29. TRANSFER OF LANDLORD’S INTEREST This Lease shall be assignable by Landlord withoutthe consent of Tenant. In the event of any transfer or transfers of Landlord’s interest in the Premises, otherthan a transfer for collateral purposes only, upon the assumption of this Lease by the transferee! Landlordshall be automatically relieved of obligations and liabilities accruing from and after the date of such transfer,including any liability for any retained security deposit or prepaid rent, for which the transferee shall beliable, and Tenant shall attorn to the transferee.

30. LANDLORD’S LIABILITY. Anything in this Lease to the contrary notwithstanding, covenants,undertakings and agreements herein made on the part of Landlord are made and intended not as personalcovenants, undertakings and agreements for the purpose of binding Landlord personally or the assets ofLandlord but are made and intended for the purpose of binding only the Landlord’s interest in the Premises,as the same may from time to time be encumbered. In no event shall Landlord or its partners, shareholders,or members, as the case may be, ever be personally liable hereunder.

31. RIGHT TO PERFORM. If Tenant shall fail to timely pay any sum or perform any other act on itspart to be performed hereunder, Landlord may make any such payment or perform any such other act onTenant’s behalf. Tenant shall, within ten (10) days of demand, reimburse Landlord for its expenses incurredin making such payment or performance. Landlord shall (in addition to any other right or remedy of Landlordprovided by law) have the same rights and remedies in the event of the nonpayment of sums due underthis Section as in the case of default by Tenant in the payment of Rent.

32. HAZARDOUS MATERIAL. As used herein, the term “Hazardous Material” means any hazardous,dangerous, toxic or harmful substance, material or waste including biomedical waste which is or becomesregulated by any local governmental authority, the State of Washington or the United States Government,due to its potential harm to the health, safety or welfare of humans or the environment. Landlord representsand warrants to Tenant that, to Landlord’s knowledge without duty of investigation, there is no HazardousMaterial on, in, or under the Premises as of the Commencement Date except as may otherwise have beendisclosed to Tenant in writing before the execution of this Lease, If there is any Hazardous Material on, in,or under the Premises as of the Commencement Date which has been or thereafter becomes unlawfullyreleased through no fault of Tenant, then Landlord shall indemnify, defend and hold Tenant harmless fromany and all claims, judgments, damages, penalties, fines, costs, liabilities or losses including withoutlimitation sums paid in settlement of claims, attorneys fees, consultant fees and expert fees, incurred orsuffered by Tenant either during or after the Lease term as the result of such contamination.

Tenant shall not cause or permit any Hazardous Material to be brought upon, kept, or used in or about, ordisposed of on the Premises or the Property by Tenant, its employees, officers, agents, servants,contractors, customers, clients, visitors, guests, or other licensees or invitees, except with Landlord’s priorconsent and then only upon strict compliance with all applicable federal, state and local laws, regulations,codes and ordinances. If Tenant breaches the obLigations stated in the precedLng sentence, then Tenantshall indemnify, defend and hold Landlord harmless from any and all claims, judgments, damages,penalties, fines, costs, liabilities or losses including, without limitation, diminution in the value of thePremises or the Property; damages for the loss or restriction on use of rentable or usable space or of anyamenity of the Premises or the Property, or elsewhere; damages arising from any adverse impact onmarketing of space at the Premises or the Property; and sums paid in settlement of claims, attorneys’ fees,consultant fees and expert fees incurred or suffered by Landlord either during or after the Lease term.

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WM RILEY & COMPANYWm. Riley & Co.738 Broadway, Suite 201

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‘ Tacoma, WA 98402Phone: (253) 383-3990Fax: (253) 383-3393


These indemnifications by Landlord and Tenant include, without limitation, costs incurred in connection withany investigation of site conditions or any clean-up, remedial, removal or restoration work, whether or notrequired by any federal, state or local governmental agency or political subdivision, because of HazardousMaterial present in the Premises, or in soil or ground water on or under the Premises. Tenant shallimmediately notify Landlord of any inquiry, investigation or notice that Tenant may receive from any thirdparty regarding the actual or suspected presence of Hazardous Material on the Premises.

Without limiting the foregoing, if the presence of any Hazardous Material brought upon, kept or used in orabout the Premises or the Property by Tenant, its employees, officers, agents, servants, contractors,customers, clients, visitors, guests, or other licensees or invitees, results in any unlawful release of anyHazardous Materials on the Premises or the Property, Tenant shall promptly take all actions, at its soleexpense, as are necessary to return the Premises or the Property to the condition existing prior to therelease of any such Hazardous Material; provided that Landlord’s approval of such actions shall first beobtained, which approval may be withheld at Landlord’s sole discretion. The provisions of this Section 32shall survive expiration or termination of this Lease.

33. QUIET ENJOYMENT. So long as Tenant pays the Rent and performs all of its obligations in thisLease, Tenant’s possession of the Premises will not be disturbed by Landlord or anyone claiming by,through or under Landlord.

34. MERGER. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellationthereof, shall not work a merger and shall, at the option of Landlord, terminate all or any existingsubtenancies or may, at the option of Landlord, operate as an assignment to Landlord of any or all of suchsubtenancies.

35. GENERAL.

a. Heirs and Assigns. This Lease shall apply to and be binding upon Landlord and Tenantand their respective heirs, executors, administrators, successors and assigns.

b. Brokers’ Fees. Tenant represents and warrants to Landlord that except for Tenant’sBroker, if any, described and disclosed in Section 37 of this Lease, it has not engaged any broker,finder or other person who would be entitled to any commission or fees for the negotiation,execution or delivery of this Lease and shall indemnify and hold harmless Landlord against anyloss, cost, liability or expense incurred by Landlord as a result of any claim asserted by any suchbroker, finder or other person on the basis of any arrangements or agreements made or alleged tohave been made by or on behalf of Tenant. Landlord represents and warrants to Tenant that exceptfor Landlord’s Broker, if any, described and disclosed in Section 37 of this Lease, it has not engagedany broker, finder or other person who would be entitled to any commission or fees for thenegotiation, execution or delivery of this Lease and shall indemnify and hold harmless Tenantagainst any loss, cost, liability or expense incurred by Tenant as a result of any claim asserted byany such broker, finder or other person on the basis of any arrangements or agreements made oralleged to have been made by or on behalf of Landlord.

© C:rnnerci& B,oersAssv;:abcn 2D1 I

AL RIGHTS RESERVED

CBA Fc’m MT.NNNMjI:--Tenan NNN Lease

3;2011Page 20 of 29

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c. Entire Agreement. This Lease contains all of the covenants and agreements betweenLandlord and Tenant relating to the Premises. No prior or contemporaneous agreements orunderstandings pertaining to the Lease shall be valid or of any force or effect and the covenantsand agreements of this Lease shall not be altered, modified or amended except in writing, signedby Landlord and Tenant.

d. Severability. Any provision of this Lease which shall prove to be invalid, void or illegalshall in no way affect, impair or invalidate any other provision of this Lease.

e. Force Majeure. Time periods for either party’s performance under any provisions of thisLease (excluding payment of Rent) shall be extended for periods of time during which the party’sperformance is prevented due to circumstances beyond such party’s control, including withoutlimitation, fires, floods, earthquakes, lockouts, strikes, embargoes, governmental regulations, actsof God, public enemy, war or other strife.

f. Governing Law. This Lease shall be governed by and construed in accordance with thelaws of the State of Washington.

g. Memorandum of Lease. Neither this Lease nor any memorandum or “short form” thereofshall be recorded without Landlord’s prior consent.

h. Submission of Lease Form Not an Offer. One party’s submission of this Lease to theother for review shall not constitute an offer to lease the Premises. This Lease shall not becomeeffective and binding upon Landlord and Tenant until it has been fully signed by both of them.

I. No Light, Air or View Easement. Tenant has not been granted an easement or otherright for light, air or view to or from the Premises. Any diminution or shutting off of light, air or viewby any structure which may be erected on or adjacent to the Building shall in no way effect thisLease or the obligations of Tenant hereunder or impose any liability on Landlord.

j. Authority of Parties. Each party signing this Lease represents and warrants to the otherthat it has the authority to enter into this Lease, that the execution and delivery of this Lease hasbeen duly authorized, and that upon such execution and delivery, this Lease shall be binding uponand enforceable against the party on signing.

k. Time. “Day” as used herein means a calendar day and Thusiness day” means any day onwhich commercial banks are generally open for business in the state where the Premises aresituated. Any period of time which would otherwise end on a non-business day shall be extendedto the next following business day. Time is of the essence of this Lease.

36. EXHIBITS AND RIDERS. The following exhibits and riders are made a part of this Lease, and theterms thereof shall control over any inconsistent provision in the sections of this Lease:

C Ccmmerc,aI BrakersAssoctaIiCfl 2011

ALL RIGHTS RSERVEO

CBA Farm MT.NNNMijfl .Terar, NNN Lease

Rev 21011Page 21 of 29

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i’VM RILEY & COMR.NYWm. Riley & Co.738 Broadway, Suite 201Tacoma, WA 98402Phone: (253) 383-3990Fax: (253) 383-3393


Exhibit A: Floor Plan Outline of the PremisesExhibit B: Legal Description of the PropertyExhibit C: Tenant Improvement Schedule

CHECK THE BOX FOR ANY OF THE FOLLOWING THAT WILL APPLY. CAPITALIZED TERMSUSED IN THE RIDERS SHALL HAVE THE MEANING GIVEN TO THEM IN THE LEASE.

Rent RiderArbitration RiderLetter of Credit RiderGuaranty of Tenant’s Lease Obligations RiderParking RiderOption to Extend RiderRules and Regulations

37. AGENCY DISCLOSURE. At the signing of this Lease, Landlord is represented by William M. Rileyof Wm. Riley & Company (insert both the name of the Broker and the Firm as licensed) (the“Landlord’s Broker”), and Tenant is represented by Both (insert both the name of the Broker andthe Firm as licensed) (the “Tenant’s Broker”).

This Agency Disclosure creates an agency relationship between Landlord, Landlord’s Broker (ifany such person is disclosed), and any managing brokers who supervise Landlord’s Broker’sperformance (collectively the “Supervising Brokers”). In addition, this Agency Disclosure createsan agency relationship between Tenant, Tenant’s Broker (if any such person is disclosed), and anymanaging brokers who supervise Tenant’s Broker’s performance (also collectively the “SupervisingBrokers”). If Tenant’s Broker and Landlord’s Broker are different real estate licensees affiliatedwith the same Firm, then both Tenant and Landlord confirm their consent to that Firm and bothTenant’s and Landlord’s Supervising Brokers acting as dual agents. If Tenant’s Broker andLandlord’s Broker are the same real estate licensee who represents both parties, then bothLandlord and Tenant acknowledge that the Broker, his or her Supervising Brokers, and his or herFirm are acting as dual agents and hereby consent to such dual agency. If Tenants’ Broker,Landlord’s Broker, their Supervising Brokers, or their Firm are dual agents, Landlord and Tenantconsent to Tenant’s Broker, Landlord’s Broker and their Firm being compensated based on apercentage of the rent or as otherwise disclosed on the attached addendum. Neither Tenant’sBroker, Landlord’s Broker nor either of their Firms are receiving compensation from more than oneparty to this transaction unless otherwise disclosed on an attached addendum, in which caseLandlord and Tenant consent to such compensation. Landlord and Tenant confirm receipt of thepamphlet entitled “The Law of Real Estate Agency.”

38. COMMISSION AGREEMENT, If Landlord has not entered into a listing agreement (or othercompensation agreement with Landlord’s Broker), Landlord agrees to pay a commission to Landlord’sBroker (as identified in the Agency Disclosure paragraph above) as follows:

E $fl % of the gross rent payable pursuant to the Lease

® Commerejal BrokersAssociation 2011

ALL RIGHTS RESERVED

CBA Form MT.NNNMulti-Tenant NNN Lease

Rev. 3/2011Page 22 of 29

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Co,merial Woke’sAssocalion 2-311

ALL RIGHTS RESERVED

CEA Form &4T.NNNMjI-Tena,I NNN Lease

Rev- 3/2011Page 23 of 29


o $

_____

per square foot of the PremisesO Other

Landlord’s Broker shall C shall not (shall not if not filled in) be entitled to a commission upon theextension by Tenant of the Lease term pursuant to any right reserved to Tenant under the Lease calculatedQ as provided above or Q as follows

_____

(if no box is checked, as provided above). Landlord’s BrokerQ shall shall not (shall not if not filled in) be entitled to a commission upon any expansion of Premisespursuant to any right reserved to Tenant under the Lease, calculated as provided above or Has follows

_____

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

Any commission shall be earned upon execution of this Lease, and paid one-half upon execution of theLease and one-half upon occupancy of the Premises by Tenant. Landlord’s Broker shall pay to Tenant’sBroker (as identified in the Agency Disclosure paragraph above) the amount stated in a separate agreementbetween them or, if there is no agreement, $_____ or

_____%

(complete only one) of any commission paidto Landlord’s Broker, within five (5) days after receipt by Landlord’s Broker.

If any other lease or sale is entered into between Landlord and Tenant pursuant to a right reserved toTenant under the Lease, Landlord 0 shall fl shall not (shall not if not filled in) pay an additionalcommission according to any commission agreement or, in the absence of one, according to thecommission schedule of Landlord’s Broker in effect as of the execution of this Lease. Landlord’s successorshall be obligated to pay any unpaid commissions upon any transfer of this Lease and any such transfershall not release the Iransferor from liability to pay such commissions.

39. BROKER PROVISIONS.

LANDLORD’S BROKER, TENANT’S BROKER AND THEIR FIRMS HAVE MADE NOREPRESENTATIONS OR WARRANTIES CONCERNING THE PREMISES; THE MEANING OFTHE TERMS AND CONDITIONS OF THIS LEASE; LANDLORD’S OR TENANT’S FINANCIALSTANDING; ZONING OR COMPLIANCE OF THE PREMISES WITH APPLICABLE LAWS;SERVICE OR CAPACITY OF UTILITIES; OPERATING COSTS; OR HAZARDOUS MATERIALS,LANDLORD AND TENANT ARE EACH ADVISED TO SEEK INDEPENDENT LEGAL ADVICE ONTHESE AND OTHER MATTERS ARISING UNDER THIS LEASE.

IN WITNESS WHEREOF this Lease has been executed the date and year first above written.

LANDLORD: WILLIAMM. RILEYCO-MANAGING PARTNER BRCASSOCIATES

LANDLORD:

TENANT: ANDREW NEIDITZSOUTH SOUND 911

WM RILEY &‘ CO1’.WANY

TENANT: JANET CAWEZELSouth Sound 911

80


Wm. Riley& Co. @merz,DokersAs5ocaton 2Dr

738 Broadway, Suite 201 Afl R:GHTS RESERVED GBk”Tacoma, WA 98402

C8A Form MT-NNNPhone: (253) 383-3990 Mfl-Tera,t NNN Lease

Rev 3/2011Fax: (253) 383-3393 Page 24 of 29

B-Y+ TENANT: Peter BeckwithSouth Sound 911

ITS:

WM RILEY & COMPANY

BY:

ITS:

81


r Cornnerm BrokersAsso;ia.on 201

ALL RIGHTS RESERVED

CBA Farm MT.NNNP&i-T,ar NNN Lease

Rev 3/2011Page 25 of 29

STATE OF WASHINGTON

COUNTY OF


55.

I certify that I know or have satisfactory evidence that

____________________________

appeared before me and said person acknowledged that

_____________________

on oath stated thatinstrument and acknowledged it as the

____________________

of

______________________

and voluntary act of such party for the uses and purposes mentioned in the instrument.

STATE OF WASHINGTON

COUNTY OFss.

(Signature of Notary)

(Legibly Print or Stamp Name of Notary)Notary public in and for the state of Washington,residing atMy appointment expires

_______________________________


____________________________


_____________________

on oath stated that

________________________________________

instrument and acknowledged it as the

____________________

of

______________________



(Legibly Print or Stamp Name of Notary)Notary public in and for the state of Washington,residing at

_____________________________________________

My appointment expires

__________________________________

Dated this

is the person whosigned this instrument,

was authorized to execute theto be the free

day of 20

Dated this

——



day of 20

82

WM RILEY & CO1’vWANYWm. Riley & Co.738 Broadway, Suite 201Tacoma, WA 98402Phone: (253) 383-3990Fax: (253) 383-3393

C Commercial BrokersAssoojalion 1011

ALL RIGHTS R6SERVEO

CBA Form MT.NNNMuI,-Iena.,I NNN Lease

Rev YiDllPage 26 of 29

cBV

STATE OF WASHINGTON

COUNTY OF


55.


____________________________


_____________________

on oath stated thatinstrument and acknowledged it as the

_____________________

of

_______________________


(LegiblyNotary public in andresiding at

____________

My appointment expires


STATE OF WASHINGTON

COUNTY OFss,


______________ _____________


____________ ________

on oath stated that

___________________________________________

instrument and acknowledged it as the

_______________________

of

_____


Dated this

_________________________

day of

________________________

Dated this



day of 20

Print or Stamp Name of Notary)for the state of Washington,

____________

is the person who

_________

signed this instrument,was authorized to execute the

to be the free

20 -


(Legibly Print or Stamp Name of Notary)Notary public in and for the state of Washington,residing atMy appointment expires

________________________________

83


EXHIBIT B

Section 05 Township 20 Range 03 Quarter 14 : NEW TACOMA I 23 Thur L26 B 911 SEC F 5184

Wm. Riley & Co. ©Commercia[ BrokersAssociaIon 2011


Tacoma, WA 98402 BA Form MT-NNNPhone: (253) 383-3990 Multi-Tenanl NNN Lease

Rev. 312011Fax: (253) 383-3393 Page 28 of 29

[Legal Description of the Property]

WM RILEY & COMPANY

85



1. Tenant Improvements to be Completed by Landlord

Shall at it is expense replace carpet of an agreed upon color by Landlord and Tenant

2. Tenant Improvements to be Completed by Tenant

Shall at it expense install a pass through to Suite 202. Landlord must approve design and location prior toconstruction.

© Commercial SrokersAssocialcn 2011

ALL RIGHTS RESERVED

CBA Form MT-NNNMjII .Terail NNN lease

Rev a:fl*lPage 29 29

EXHIBIT C

[Tenant Improvement Schedule]

86

Wm. Riley & Co.738 Broadway, Suite 201Tacoma! WA 98402Phone: (253) 383-3990Fax: (253) 383-3393

© commercial BrokersAssociation 2011

ALL RIGHTS RESERVED

CBA Form RRRent Rider

Rev 1/2011Page I of 1

Base Monthly Rent Amount

$1,266.66

$1.3 17 .32

$

$

$

$

RENT RIDERCBA Text Disclaimer: Text de!eted by licensee ind:caled by slnka

New text inserted by 1censee indicated by smal capital letters.

This Rent Rider (“Rider’) is a part of the lease agreement dated2evetithet4T D,cn;/’er Ii, 2017 (the“Lease”) between BRC Associates, LLC (“Landlord”) and South Sound 911 (“Tenant”) concerning the spacecommonly known as Suite #204 (the ‘Premises”), located at the property commonly known as 955 TacomaAve. Tacoma VA 98402 (the “Property”).

1. BASE MONTHLY RENT SCHEDULE. Tenant shall pay Landlord base monthly rent during theLease Term according to the following schedule:

Lease Year (Stated in Years or Months)

2/1/201 8-2/28/2019

_______

3/1/2019-2/28/2020

_______

Q 2, CONSUMER PRICE INDEX ADJUSTMENT ON BASE MONTHLY RENT. Thebase-monthly-ren1shall-be-increased-on-the-first-day-of -the-second-year-othe--L-ease-and- on-the-fir-st-day of each yearoMhe-hease4heceaftec-(eash, an “Mjustment-Uat)-dur1ng--th&errn--of--this-L-ease-(but-net-ducingany-e*tensionerm(s)-un1ess-speeifie&Iy-set4erth-elsewhere-inhe-L-ease-or-another Rider attachedthereto)—The-+nccease-shall-be--determ+ned-ln-aceordance-with-the-inorease-jn-4he United StatesDepa4ment-of-Laboc--Buceau- of Labor Statist1osrCensumer-Priaendex4or-AtI Urban Consumers(-a11—items for the geographical statistice[-aFea-1c1—whioh--the—Pcecnises—is-1ecated—en the basis of3-982—4-984—equals 100) (the “Index”), The—base—monthly—rent payable-4rnmodiatoly prior to theapplicable adjustment date shall bo increased by the peceentago that the Index publishod for thedate-nearest preceding the applicable Adjustment-Date-has-4ecroasod ovor the Indox published forthe—date—nearest preceding tho first day of the Lease Voar from which the adjuctmont is beingmeasurod. Upon the calculation of each increase, Landlord shall notify Tenant of the now basemonthly-cent-payable hereunder. Within twenty (20) days of the date of Landlord’s notice, Tenantshall pay to Landlord the amount of any deficiency in Rent paid by Tenant for the period followingthe-subjeet-Mjustment Date, and shall thoreaftor pay the increased Rent until rocoiving the nextpotice-of-inecease-from-Landlord. If tho components of the Index are materially changed aftar thoCommencement Date, or if tho Index is discontinued during the Lease term, Landlord shall notify4Eenant.ef_a_substltute published index which, in Landlord’s roasonoblo discretion, approximatocthe-Inde-and-shaWuse the substitute index to make subsequent adjustments in base monthly rant.tn-ne-eVent shall base monthly rent be decreased pursuant to this Rider.

INITIALS: LANDLORD

___________DATE _____________

LANDLORD

___________DATE _____________

TENANT

______________

DATE

WM RILEY & COMPANY GBV

TENANT

______________

DATE

87

WM RILEY & COMPANYWm. Riley & Co.

_________________

738 Broadway, Suite 201Tacoma, WA 98402Phone: (253) 383-3990Fax: (253) 383-3393

PARKING RIDERCBA Text Disclaimer: Text deleted by licensee indica:ed by strike.

New text inserted by licensee indicated by small capital letters.

This Parking Rider (“Rider”) is made part of the lease agreement dated-November-al December II, 2017 (the“Lease”) between BRC Associates, LLC (“Landlord”) and South Sound 911 (“Tenant”) concerning the leased spacecommonly known as Suite #204 (the “Premises”), located at the property commonly known as 955 Tacoma Aye,Tacoma WA 98402 (the “Property”).

1. Tenant’s Parking Rights. Tenant’s right to park on the Property shall be as follows (check one):

Oone)-Q-cesecved j unreserved-(nreseed--if-neiUerbox-oheeked)-basisat-the-pcevaikg-montMy-cateestabllshedby4andlord-fromtime4o-Pme--Thnant-shall-oomply-with-the-reasonable-cules-and-regulat4ens

parking-areas.

Free Parking. Tenant shall be entitled to share parking with Landlord’s other tenants in the designatedparking areas at no charge. Tenant shall be responsible for ensuring compliance with the terms of theLease, this Rider, and any reasonable rules and regulations adopted by Landlord from time to time for thesafe and orderly sharing of parking. TENANT HAS 2 SPACES (#28 & #29 LOWER LEVEL) RESERVED IN THEBUILDING INCLUDED/N THE MONTHLY BASE RENT FOR THE DURATION OF THE LEASE PERIOD.

E—No-Rarking—The-Leese-does not includo parking on the Prope4y-an84ec,ant chall park off the Propeat4enant!eown expense.

2. “Tenant7!L_Foc_pucpeseGfthis_R1dor only, thu term “Tenant” chall include Tenant and Tenant’e ompleyeesofficers, contractorc, Ileenseec, agente, and inviteec, except at followc:

______

INITIALS: LANDLORD

____________DATE

LANDLORD

___________DATE

TENANT DATE

cBV© Commercial Broker,

Association 2d1 IALL RIGHTS RESERVED

CBA Form PRPatig Rider

Rev 1/3D1Page I of I

TENANT DATE

88

board - south sound 911

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