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NINTH AMENDMENT TO LEASE
THIS NINTH AMENDMENT TO LEASE (“Ninth Amendment”) is made as of Effective Date
(defined on the signature page), by and between STOC OWNER, LLC, a Delaware limited liability
company and successor-in-interest to Second Landlord (defined in Recital A below) (“Landlord”), and
PORT OF SEATTLE, a Washington municipal corporation (“Tenant”).
RECITALS
A. Landlord and Tenant are parties to the Triple Net Lease Agreement dated May 6, 2015,
between SeaTac Venture 2010 LLC (“First Landlord”) and Tenant (“Initial Lease”), as amended by the
First Amendment to Lease dated October 8, 2015 between the First Landlord and Tenant, the Second
Amendment to Lease dated November 11, 2016 between STOC, LLC (“Second Landlord”) and Tenant,
the Third Amendment to Lease last executed on August 21, 2017 between Second Landlord and Tenant,
the Fourth Amendment to Lease last executed on November 29, 2017 between Second Landlord and
Tenant, the Fifth Amendment to Lease dated July 16, 2019 between Second Landlord and Tenant, the Sixth
Amendment to Lease dated November 4, 2019 between Second Landlord and Tenant, the Seventh
Amendment to Lease dated August 21, 2023 between Second Landlord and Tenant, and the Eighth
Amendment to Lease dated August 22, 2024 between Landlord and Tenant, for Suites 400, 401, 401C, and
407, consisting of 46,726 rentable square feet of space in the aggregate (“Premises”), at the building located
at 17900 International Blvd., SeaTac, Washington (“Building”). As used herein, “Amended Lease” means
the Initial Lease as modified by the amendments listed above and “Lease” means the Amended Lease as
modified by this Ninth Amendment.
B. The Term of the Lease is scheduled to expire on December 31, 2024. Landlord and Tenant
desire to modify the Amended Lease to extend the Term of the Lease and make certain other changes on
the terms and conditions set forth in this Ninth Amendment.
AGREEMENT
In furtherance of the Recitals set forth above, which are incorporated herein by reference, and in
consideration of the mutual promises and covenants set forth below, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties acknowledge and agree to the
following:
1. Capitalized Terms. Except as otherwise specifically defined herein, all capitalized terms
shall have the meanings assigned to such terms in the Amended Lease.
2. Ninth Amendment Term. The Term of the Lease is hereby extended beyond the Eighth
Amendment Term for a period of two (2) months (“Ninth Amendment Term”), commencing on January 1,
2025 and expiring on February 28, 2025 (“Expiration Date”).
3. Base Rent. During the Ninth Amendment Term, Tenant shall pay Base Rent to Landlord
according to the following schedule:
Period
Annual Base Rent Per RSF
Monthly Base Rent
Jan. 1, 2025 – Feb. 28, 2025
$18.62
$72,503.18
Item No: 8n __
Meeting Date: December 10, 2024
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4. Additional Rent. In addition to Base Rent, Tenant shall continue to pay all Additional Rent
owing under the Lease during the Ninth Amendment Term, including without limitation Tenant’s Proportionate
Share of Operating Expenses.
5. Condition of Premises. Tenant accepts the Premises from Landlord in its existing “AS-IS,”
“WHERE-IS” and “WITH ALL FAULTS” condition, and acknowledges and agrees that Landlord has not
agreed to perform any work in the Premises or elsewhere and shall have no obligation to refurbish or otherwise
improve the Premises throughout the Ninth Amendment Term.
6. Brokers. Tenant represents and warrants to Landlord that Tenant has not dealt with any
real estate broker, agent, finder, or other person in connection with the negotiation or execution of this
Ninth Amendment. Tenant shall indemnify, defend, and hold Landlord harmless from and against all costs,
expenses, attorney fees, liens, and other liability for commissions or other compensation claimed by any
real estate broker, agent, finder, or other person claiming the same by, through, or under Tenant. The
foregoing indemnity shall survive the expiration or earlier termination of the Lease.
7. Entire Agreement. This Ninth Amendment and the Amended Lease constitute the entire
agreement between Landlord and Tenant with respect to the subject matter of this Ninth Amendment.
8. Full Force and Effect. Except as specifically set forth herein, the Amended Lease is and
remains in full force and effect and binding on the parties. Tenant confirms that Landlord is not now and
has not in the past been in default under the Lease, and that Tenant has no claim against Landlord for
damages or offset of any kind.
9. Authority. Landlord and Tenant each represents and warrants to the other that the party
signing below on its behalf has the full power, capacity, authority and legal right to execute and deliver this
Ninth Amendment and to fully bind it to the terms hereof.
10. Counterparts; Electronic Signatures. This Ninth Amendment may be executed in one or
more facsimile or PDF counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument. Furthermore, this Ninth Amendment may be executed
by original signature and/or electronic signature made in compliance with the ESIGN Act of 2000 (as the
same may be amended), and may be delivered via facsimile, electronic mail, or other method, and any
counterpart so executed and delivered shall be deemed to have been duly and validly executed and delivered
for all purposes.
[Signature page on following page]
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IN WITNESS WHEREOF, the parties hereto have executed this Ninth Amendment as of dates set
forth below, to be effective as of the later of such dates (“Effective Date”).
LANDLORD:
STOC OWNER, LLC,
a Delaware limited liability company
By: STOC Investor Holdings, LLC,
a Delaware limited liability company
Its: Sole Member
By: URG STOC Investors (2.0) LLC,
a Washington limited liability company
Its: Managing Member
By: Urban Renaissance Group LLC,
a Delaware limited liability company
Its: Manager
By: __________________________
Name: Shawn Jackson
Its: Authorized Signatory
Date: _________________________
TENANT:
PORT OF SEATTLE,
a Washington municipal corporation
By: __________________________
Name: ________________________
Its: ___________________________
Date: _________________________
