|
|
|
|
Washington
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7372
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20-2954357
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(State or other jurisdiction of incorporation or organization)
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(Primary Standard Industrial Classification Code Number)
|
(I.R.S. Employer Identification Number)
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|
|
Alan C. Smith
James D. Evans
Katherine K. Duncan
Fenwick & West LLP
1191 Second Avenue, Floor 10
Seattle, WA 98101
(206) 389-4510
|
Jennifer E. Ceran
Chief Financial Officer
Smartsheet Inc.
10500 NE 8th Street, Suite 1300
Bellevue, WA 98004
(844) 324-2360
|
Michael Nordtvedt
Jeana S. Kim
Patrick J. Schultheis
Wilson Sonsini Goodrich & Rosati
Professional Corporation
701 Fifth Avenue, Suite 5100
Seattle, WA 98104
(206) 883-2500
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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þ
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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þ
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Title of Securities to be Registered
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Proposed Maximum Aggregate Offering Price
(1)(2)
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Amount of
Registration Fee
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Class A common stock, no par value per share.
|
$100,000,000
|
$12,450
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(1)
|
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act.
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(2)
|
Includes the aggregate offering price of additional shares that the underwriters have the option to purchase to cover over-allotments, if any.
|
|
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|
|
|
|
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Price to Public
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|
Underwriting Discounts and Commissions
(1)
|
|
Proceeds to Smartsheet
|
|
Proceeds to Selling Shareholders
|
Per share
|
$
|
|
$
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$
|
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$
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Total
|
$
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$
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$
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$
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MORGAN STANLEY
|
J.P. MORGAN
|
JEFFERIES
|
RBC CAPITAL MARKETS
|
CANACCORD GENUITY
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WILLIAM BLAIR
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SUNTRUST ROBINSON HUMPHREY
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Page
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Page
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|
1
|
Forrester Research, Inc.,
The Total Economic Impact
of Smartsheet
, September 2017.
|
2
|
Gartner, Inc.,
Effortless Visibility Is Key to Managing Empowered Workers Without Losing Control
, March 30, 2017.
|
3
|
Forrester Research, Inc.,
Info Workers Will Erase The Boundary Between Enterprise And Consumer Technologies,
August 30, 2012.
|
•
|
Cisco
uses Smartsheet to oversee a $300 million annual spend on programs and technology, produce events, manage infrastructure projects, support service engagements, orchestrate marketing campaigns, and manage sale execution, creating transparency across groups and allowing for more informed decision-making by leadership.
|
•
|
Starbucks
uses Smartsheet to seamlessly disseminate important and time-sensitive product and business updates across thousands of stores.
|
•
|
MOD Pizza
built a standardized system in Smartsheet to manage and organize the company’s rapid growth, ensuring consistency and repeatability for 100 new store openings.
|
•
|
Weyerhaeuser
uses Smartsheet to provide account executives with accurate, real-time insights into the status of accounts, simplify tracking and measurement of sales, and provide sales-related materials and information, helping to drive more efficient sales processes.
|
•
|
Cypress Grove
uses Smartsheet to control quality of dairy deliveries, schedule feeding and breeding, manage business and financial goals, and coordinate construction projects and preventative maintenance, helping to ensure timely distribution of products nationwide.
|
•
|
South Water Signs
uses Smartsheet to schedule shifts of workers, process permit applications and approvals, prioritize new client requests, schedule installations, and collaborate on art samples with clients, streamlining the process of coordinating signage projects nationwide.
|
|
4
|
See note 3 above.
|
•
|
lack of accountability with no clear assignment of responsibility or deadlines;
|
•
|
limited access controls or tracking functionality;
|
•
|
required manual transfer of data between systems;
|
•
|
significant time spent manually preparing reports;
|
•
|
lack of automation for updates, notifications, and approvals; and
|
•
|
inconsistent data input resulting in re-work and miscommunication.
|
•
|
61% of work time is spent reading and answering email, searching for and gathering information, communicating and collaborating internally according to the McKinsey Global Institute;
(6)
and
|
•
|
$575 billion per year is wasted on inefficient processes in the United States alone.
(7)
|
|
5
|
McKinsey Global Institute, The social economy: Unlocking value and productivity through social technologies, July 2012.
|
6
|
See note 5 above.
|
7
|
Dave Wright, 3
Automation Initiatives to Boost Corporate Productivity
, April 25, 2016, www.enterpriseappstoday.com/management-software/3-automation-initiatives-to-boost-corporate-productivity.html (last accessed Mach 23, 2018).
|
•
|
single solution providing unified planning, capturing, managing, automating, and reporting capabilities across a broad range of use cases;
|
•
|
automated application of business logic to repetitive elements of workflows and task accountability;
|
•
|
real-time, consistent insight into actionable data among internal users and external collaborators;
|
•
|
easy to deploy, configure, use, and modify by employees who lack coding ability;
|
•
|
integrated with other systems, collaboration tools, and applications;
|
•
|
enterprise-grade security capabilities to support data protection and compliance; and
|
•
|
scalable to meet the needs of organizations of any size.
|
|
8
|
See note 3 above.
|
|
•
|
it is difficult to predict our future operating results;
|
•
|
we have a history of cumulative losses and we may not achieve profitability in the foreseeable future;
|
•
|
the market in which we participate is highly competitive;
|
•
|
if our co-location data centers and computing infrastructure operated by third parties experience service outages, delays or disruptions, our business and operating results could be harmed;
|
•
|
if our security measures are breached or our customer data is compromised, customers may reduce or stop using our platform and we may incur significant liabilities;
|
•
|
we may be unable to attract new customers and expand sales to existing customers;
|
•
|
if we fail to manage our growth effectively, our business may be harmed;
|
•
|
our growth depends on being able to expand our sales force;
|
•
|
our quarterly operating results may fluctuate significantly and may not fully reflect the underlying performance of our business;
|
•
|
we derive substantially all of our revenue from a single offering; and
|
•
|
t
he dual class structure of our common stock has the effect of concentrating voting control with holders of our Class B common stock, including our directors, executive officers, and 5% shareholders, and their affiliates, which limits or precludes your ability to influence corporate matters.
|
•
|
being permitted to present only two years of audited consolidated financial statements and only two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus;
|
•
|
not being required to comply with the auditor attestation requirement on the effectiveness of our internal control over financial reporting;
|
•
|
not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board;
|
•
|
reduced disclosure about our executive compensation arrangements; and
|
•
|
exemptions from the requirements to obtain a non-binding advisory vote on executive compensation and a shareholder approval of any golden parachute arrangements.
|
Class A common stock offered by us
|
shares
|
Class A common stock offered by the selling shareholders
|
shares
|
Over-allotment option of Class A common stock offered by us
|
shares
|
Class A common stock to be outstanding after this offering
|
shares ( shares if the over-allotment option is exercised in full)
|
Class B common stock to be outstanding after this offering
|
shares
|
Total Class A common stock and Class B common stock to be outstanding after this offering
|
shares ( shares if the over-allotment option is exercised in full)
|
Use of proceeds
|
We estimate that we will receive net proceeds of approximately $ million (or approximately $ million if the underwriters exercise their over-allotment option in full), assuming an initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting the estimated underwriter discounts and commissions and estimated offering expenses. We will not receive any proceeds from the sale of shares of our Class A common stock by the selling shareholders.
We intend to use the net proceeds that we receive from this offering for working capital and other general corporate purposes, including expanding our headcount and funding our growth strategies to scale with our business through sales and marketing activities, technology and product development, general and administrative matters, investing in hardware for our data center operations, international expansion, building out our office facilities, and other capital expenditures. We may also use a portion of the net proceeds that we receive to acquire or invest in third-party businesses, products, services, technologies or other assets. However, we do not have any definitive plans, agreements or commitments with respect to any acquisitions or investments at this time. See the section titled “Use of Proceeds” for additional information.
|
Voting rights
|
Shares of Class A common stock are entitled to one vote per share. Shares of Class B common stock are entitled to 10 votes per share.
Holders of our Class A common stock and Class B common stock will generally vote together as a single class, unless otherwise required by law or our amended and restated articles of incorporation. Following the completion of this offering, each share of our Class B common stock will be convertible into one share of our Class A common stock at any time and will convert automatically upon certain transfers and upon the earliest of (1) the date specified by a vote of the holders of not less than a majority of the outstanding shares of Class B common stock, (2) seven years from the effective date of this offering, and (3) the date the shares of Class B common stock cease to represent at least 15% of all outstanding shares of our common stock.
The holders of our outstanding Class B common stock will hold % of the voting power of our outstanding capital stock following this offering, with our directors, executive officers, and 5% shareholders and their respective affiliates holding % in the aggregate. These holders will have the ability to control the outcome of matters submitted to our shareholders for approval, including the election of our directors and the approval of any change of control transaction. See the sections titled “Principal and Selling Shareholders” and “Description of Capital Stock” for additional information.
|
Risk factors
|
See the section titled “Risk Factors” beginning on page
17
and other information included in this prospectus for a discussion of factors that you should consider carefully before deciding to invest in our Class A common stock.
|
Proposed New York Stock Exchange ticker symbol
|
“SMAR”
|
•
|
13,355,439
shares of our Class B common stock issuable upon the exercise of options outstanding as of January 31, 2018, with a weighted-average exercise price of
$2.91
per share,
of which 882,757 shares were issued upon the exercise of options between February 1, 2018 and March 20, 2018;
|
•
|
2,903,920
shares of our Class B common stock issuable upon the exercise of options that were granted between February 1, 2018 and March 20, 2018, with an exercise price of $9.53 per share;
|
•
|
130,000 shares of our Class B common stock issuable upon the vesting of restricted stock units outstanding as of January 31, 2018;
|
•
|
137,270
shares of our Class B common stock issuable upon the exercise of a warrant to purchase convertible preferred stock outstanding as of January 31, 2018, with an exercise price of
$0.29139
per share, in connection with which
shares of our Class B common stock will be issued upon its net exercise and automatically converted into an equivalent number of shares of Class A common stock upon their sale in this offering at the initial public offering price; and
|
•
|
shares of our common stock reserved for future issuance under our share-based compensation plans, consisting of (1)
296,178
shares of our Class B common stock reserved for future issuance under our 2015 Equity Incentive Plan; (2) shares of our Class A common stock reserved for future issuance under our 2018 Equity Incentive Plan, which will become effective on the date immediately prior to the date of this prospectus; and (3) shares of our Class A common stock reserved for future issuance under our 2018 Employee Stock Purchase Plan, which will become effective on the date of this prospectus.
|
•
|
the filing and effectiveness of our amended and restated articles of incorporation on , 2018 to redesignate our outstanding common stock as Class B common stock and create a new class of Class A common stock to be offered and sold in this offering;
|
•
|
the automatic conversion of all outstanding shares of our convertible preferred stock as of January 31, 2018 into an aggregate of
68,479,732
shares of our Class B common stock, which will occur upon the completion of this offering;
|
•
|
the filing and effectiveness of our amended and restated articles of incorporation and adoption of our amended and restated bylaws immediately prior to the completion of this offering;
|
•
|
the automatic conversion of
shares of our Class B common stock (including shares issued upon the net exercise of warrants to purchase shares of our Class B common stock and sold in this offering) into an equivalent number of our Class A common stock upon their sale by the selling shareholders in this offering;
|
•
|
no exercise of outstanding options or warrants after January 31, 2018, except for shares of our Class B common stock to be issued upon the net exercise of warrants to purchase 137,270 shares of Class B common stock and the automatic conversion of those shares into an equivalent number of Class A common stock upon their sale in this offering at the initial public offering price; and
|
•
|
no exercise by the underwriters of their option to purchase up to an additional shares of our Class A common stock from us in this offering to cover over-allotments.
|
|
Year Ended January 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
|
(in thousands, except per share data)
|
||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
||||||
Revenue
|
|
|
|
|
|
||||||
Subscription
|
$
|
39,568
|
|
|
$
|
62,416
|
|
|
$
|
100,368
|
|
Professional services
|
1,183
|
|
|
4,548
|
|
|
10,885
|
|
|||
Total revenue
|
40,751
|
|
|
66,964
|
|
|
111,253
|
|
|||
Cost of revenue
|
|
|
|
|
|
||||||
Subscription
(1)
|
6,961
|
|
|
10,117
|
|
|
13,008
|
|
|||
Professional services
(1)
|
1,636
|
|
|
4,016
|
|
|
8,674
|
|
|||
Total cost of revenue
|
8,597
|
|
|
14,133
|
|
|
21,682
|
|
|||
Gross profit
|
32,154
|
|
|
52,831
|
|
|
89,571
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Research and development
(1)
|
12,900
|
|
|
19,640
|
|
|
37,590
|
|
|||
Sales and marketing
(1)
|
28,440
|
|
|
40,071
|
|
|
72,925
|
|
|||
General and administrative
(1)
|
5,163
|
|
|
8,275
|
|
|
28,034
|
|
|||
Total operating expenses
|
46,503
|
|
|
67,986
|
|
|
138,549
|
|
|||
Loss from operations
|
(14,349
|
)
|
|
(15,155
|
)
|
|
(48,978
|
)
|
|||
Interest expense and other, net
|
—
|
|
|
(29
|
)
|
|
(435
|
)
|
|||
Net loss before provision (benefit) for income taxes
|
(14,349
|
)
|
|
(15,184
|
)
|
|
(49,413
|
)
|
|||
Provision (benefit) for income taxes
|
—
|
|
|
—
|
|
|
(307
|
)
|
|||
Net loss
|
(14,349
|
)
|
|
(15,184
|
)
|
|
(49,106
|
)
|
|||
Deemed dividend
(2)
|
—
|
|
|
—
|
|
|
(4,558
|
)
|
|||
Net loss attributable to common shareholders
|
$
|
(14,349
|
)
|
|
$
|
(15,184
|
)
|
|
$
|
(53,664
|
)
|
Net loss per share attributable to common shareholders, basic and diluted
(3)
|
$
|
(1.03
|
)
|
|
$
|
(1.00
|
)
|
|
$
|
(2.94
|
)
|
Weighted-average shares outstanding used to compute net loss per share attributable to common shareholders, basic and diluted
(3)
|
13,877
|
|
|
15,241
|
|
|
18,273
|
|
|||
Pro forma net loss per share attributable to common shareholders, basic and diluted
(3)
|
|
|
|
|
$
|
(0.62
|
)
|
||||
Weighted-average shares used to compute pro forma net loss per share attributable to common shareholders, basic and diluted
(3)
|
|
|
|
|
84,868
|
|
|
(1)
|
Amounts include share-based compensation expense other than related to the 2017 Tender Offer (see footnote 2) as follows:
|
|
Year Ended January 31,
|
||||||||||
2016
|
|
2017
|
|
2018
|
|||||||
|
(in thousands)
|
||||||||||
Cost of subscription revenue
|
$
|
23
|
|
|
$
|
35
|
|
|
$
|
43
|
|
Cost of professional services revenue
|
4
|
|
|
26
|
|
|
58
|
|
|||
Research and development
|
235
|
|
|
452
|
|
|
905
|
|
|||
Sales and marketing
|
1,348
|
|
|
428
|
|
|
1,124
|
|
|||
General and administrative
|
69
|
|
|
193
|
|
|
864
|
|
|||
Total share-based compensation expense
|
$
|
1,679
|
|
|
$
|
1,134
|
|
|
$
|
2,994
|
|
|
Year Ended January 31,
|
||||||||||
2016
|
|
2017
|
|
2018
|
|||||||
(in thousands)
|
|||||||||||
Cost of subscription revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
53
|
|
Cost of professional services revenue
|
—
|
|
|
—
|
|
|
9
|
|
|||
Research and development
|
—
|
|
|
—
|
|
|
5,124
|
|
|||
Sales and marketing
|
—
|
|
|
—
|
|
|
583
|
|
|||
General and administrative
|
—
|
|
|
—
|
|
|
9,701
|
|
|||
Total share-based compensation expense
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,470
|
|
|
(2)
|
See the section titled “Certain Relationships and Related-Party Transactions—2017 Tender Offer” for further information.
|
(3)
|
Please refer to Note 5 to our consolidated financial statements included elsewhere in this prospectus for an explanation of the calculations of our net loss per share attributable to common shareholders, basic and diluted, and pro forma net loss per share attributable to common shareholders, basic and diluted.
|
|
As of January 31,
|
|||||||
|
Actual
|
|
Pro Forma
(1)
|
|
Pro Forma As Adjusted
(2)(3)
|
|||
|
(in thousands)
|
|||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|||
Cash, cash equivalents, and short-term investments
|
$
|
58,158
|
|
|
$
|
|
$
|
|
Working capital
|
(1,234
|
)
|
|
|
|
|
||
Total assets
|
116,604
|
|
|
|
|
|
||
Deferred revenue, current and non-current
|
57,281
|
|
|
|
|
|
||
Convertible preferred stock warrant liability
|
1,272
|
|
|
—
|
|
|
|
|
Convertible preferred stock
|
112,687
|
|
|
—
|
|
|
|
|
Total shareholders’ equity (deficit)
|
(80,741
|
)
|
|
33,218
|
|
|
|
|
(1)
|
The pro forma column reflects (a) the redesignation of our outstanding common stock as Class B common stock on , 2018; (b) the automatic conversion of all outstanding shares of our convertible preferred stock as of January 31, 2018 into an aggregate of
68,479,732
shares of Class B common stock, which conversion will occur upon the completion of this offering; and (c) the reclassification of the convertible preferred stock warrant liability to additional paid-in capital, which conversion and reclassification will occur immediately prior to the completion of this offering, as if such conversion and reclassification had occurred on January 31, 2018.
|
(2)
|
The pro forma as adjusted column gives effect to (a) the pro forma adjustments set forth above; (b) the sale and issuance of shares of our Class A common stock offered by us in this offering, based upon an assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses; and (c) the automatic conversion of shares of our Class B common stock into an equivalent number of shares of our Class A common stock upon their sale by the selling shareholders in this offering.
|
(3)
|
Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, our cash, cash equivalents and short-term investments, working capital, total assets, and total shareholders’ equity by approximately $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions. Similarly, each increase or decrease of one million shares in the number of shares offered by us would increase or decrease, as applicable, our cash, cash equivalents and short-term investments, working capital, total assets, and total shareholders’ equity by approximately $ million, assuming that the assumed initial public offering price of $ , which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions.
|
|
As of January 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
Domain-based customers at period end
|
53,920
|
|
|
66,645
|
|
|
74,116
|
|
|||
Average annualized contract value per domain-based customer
|
$
|
841
|
|
|
$
|
1,106
|
|
|
$
|
1,640
|
|
|
Trailing 12 Months Ended
January 31,
|
|||||||
|
2016
|
|
2017
|
|
2018
|
|||
Dollar-based net retention rate for all customers
|
113
|
%
|
|
122
|
%
|
|
130
|
%
|
•
|
our ability to attract new customers, including internationally;
|
•
|
the addition or loss of large customers, including through acquisitions or consolidations;
|
•
|
the mix of customers obtained through self-service on our website and sales-assisted channels;
|
•
|
customer renewal rates and the extent to which customers subscribe for additional users and products;
|
•
|
the timing and growth of our business, in particular through our hiring of new employees and international expansion;
|
•
|
our ability to hire, train, and maintain our sales force;
|
•
|
the length of the sales cycle;
|
•
|
the timing of recognition of revenue;
|
•
|
the amount and timing of operating expenses;
|
•
|
changes in our pricing policies or offerings or those of our competitors;
|
•
|
the timing and success of new product and service introductions by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation or new entrants among competitors, customers or strategic partners;
|
•
|
customers delaying purchasing decisions in anticipation of new products or product enhancements by us or our competitors or otherwise;
|
•
|
timing and effectiveness of new sales and marketing initiatives;
|
•
|
the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies;
|
•
|
network or service outages, Internet disruptions, security breaches or perceived security breaches, and the costs associated with responding to and addressing such failures or breaches;
|
•
|
changes in laws and regulations that affect our business, and any lawsuits or other proceedings involving us or our competitors;
|
•
|
changes in foreign currency exchange rates or adding additional currencies in which our sales are denominated; and
|
•
|
general economic, industry, and market conditions.
|
•
|
loss or delayed market acceptance and sales;
|
•
|
breach of contract or warranty claims;
|
•
|
issuance of sales credits or refunds for prepaid amounts related to unused subscription fees for our platform;
|
•
|
termination of subscription agreements and loss of customers;
|
•
|
diversion of development and customer service resources; and
|
•
|
harm to our reputation.
|
•
|
fluctuations in foreign currency exchange rates or adding additional currencies in which our sales are denominated;
|
•
|
new, or changes in, regulatory requirements;
|
•
|
tariffs, export and import restrictions, restrictions on foreign investments, sanctions, and other trade barriers or protection measures;
|
•
|
costs of localizing our platform and services;
|
•
|
lack of or delayed acceptance of localized versions of our platform and services;
|
•
|
difficulties in and costs of staffing, managing, and operating our international operations;
|
•
|
tax issues, including restrictions on repatriating earnings, and with respect to our corporate operating structure and intercompany arrangements;
|
•
|
weaker intellectual property protection;
|
•
|
the difficulty of, and burden and expense involved with, compliance with privacy, data protection, and information security laws, such as the European Union Data Protection Directive, or the Data Protection Directive, and the General Data Protection Regulation, or the GDPR, which will supersede the Data Protection Directive in May 2018;
|
•
|
economic weakness or currency related crises;
|
•
|
the burden of complying with a wide variety of laws and regulations for foreign operations, including the
U.S. Foreign Corrupt Practices Act of 1977, as amended
, or FCPA, the U.K. Bribery Act 2010, import and export control laws, tariffs, trade barriers, economic sanctions and other regulatory or contractual limitations on our ability to sell access to our platform in certain foreign markets, and the risks and costs of non-compliance;
|
•
|
generally longer payment cycles and greater difficulty in collecting accounts receivable;
|
•
|
our ability to adapt to sales practices and customer requirements in different cultures;
|
•
|
political instability and security risks in the countries where we are doing business; and
|
•
|
our ability to maintain our relationship with resellers to distribute our platform internationally.
|
•
|
diverting management time and focus from operating our business to acquisition integration;
|
•
|
disrupting our respective ongoing business operations;
|
•
|
customer and industry acceptance of the acquired company’s offerings;
|
•
|
our ability to implement or remediate the controls, procedures, and policies of the acquired company;
|
•
|
our ability to integrate acquired technologies in our own platform and technologies;
|
•
|
retaining and integrating acquired employees;
|
•
|
failing to maintain important business relationships and contracts;
|
•
|
failure to realize any anticipated synergies;
|
•
|
using cash that we may need in the future to operate our business or incurring debt on terms unfavorable to us or that we are unable to pay;
|
•
|
liability for activities of the acquired company before the acquisition;
|
•
|
litigation or other claims arising in connection with the acquired company;
|
•
|
impairment charges associated with goodwill and other acquired intangible assets; and
|
•
|
other unforeseen operating difficulties and expenditures.
|
•
|
negative publicity related to the real or perceived quality of our platform, as well as the failure to timely launch new features, integrations or services that gain market acceptance;
|
•
|
actual or anticipated fluctuations in our revenue or other operating metrics;
|
•
|
changes in the financial projections we provide to the public or our failure to meet these projections;
|
•
|
failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet the estimates or the expectations of investors;
|
•
|
price and volume fluctuations in the overall stock market or in the trading volume of our shares or the size of our public float;
|
•
|
changes in accounting standards, policies, guidelines, interpretations, or principals;
|
•
|
the economy as a whole and market conditions in our industry;
|
•
|
rumors and market speculation involving us or other companies in our industry;
|
•
|
failures or breaches of security or privacy, and the costs associated with responding to and addressing any such failures or breaches;
|
•
|
announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;
|
•
|
new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
|
•
|
lawsuits threatened or filed against us;
|
•
|
other events or factors, including those resulting from war, incidents of terrorism, or responses to these events;
|
•
|
the expiration of contractual lock-up or market stand-off agreements; and
|
•
|
sales of additional shares of our Class A common stock by us or our shareholders.
|
•
|
not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;
|
•
|
not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board;
|
•
|
being permitted to present only two years of audited consolidated financial statements in addition to any required unaudited interim consolidated financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure in this prospectus;
|
•
|
reduced disclosure obligations regarding executive compensation; and
|
•
|
exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
|
•
|
establish a classified board of directors so that not all members of our board are elected at one time;
|
•
|
permit only the board of directors to establish the number of directors and fill vacancies on the board;
|
•
|
eliminate the ability of our shareholders to call special meetings of shareholders;
|
•
|
prohibit shareholder action by written consent unless the consent is unanimous, which requires all shareholder actions to be taken at a meeting of our shareholders;
|
•
|
establish advance notice requirements for nominations for election to our board or for proposing matters that can be acted upon by shareholders at annual shareholder meetings;
|
•
|
prohibit cumulative voting;
|
•
|
provide that directors may only be removed “for cause” and only with the approval of two-thirds of our shareholders;
|
•
|
require super-majority voting to amend some provisions in our amended and restated articles of incorporation and amended and restated bylaws; and
|
•
|
authorize the issuance of “blank check” preferred stock that our board could use to implement a shareholder rights plan, also known as a “poison pill.”
|
•
|
the highly competitive nature of work execution software and product introductions, and promotional activity by our competitors and our ability to differentiate our platform and applications;
|
•
|
our ability to introduce new and enhanced product offerings and the continued market adoption of our platform;
|
•
|
the effect of litigation, complaints or adverse publicity on our business;
|
•
|
our ability to attract new customers and expand sales to existing customers;
|
•
|
our ability to provide effective customer support;
|
•
|
our ability to execute our “land-and-expand” strategy;
|
•
|
the security and reliability of our co-location data centers and the public cloud infrastructure that we use;
|
•
|
our ability to expand our sales force to address effectively the new industries, geographies and types of organizations we intend to target;
|
•
|
our ability to forecast and maintain an adequate rate of revenue growth and appropriately plan our expenses;
|
•
|
our liquidity and working capital requirements;
|
•
|
our ability to attract and retain qualified employees and key personnel;
|
•
|
our ability to protect and enhance our brand and intellectual property;
|
•
|
the costs related to defending intellectual property infringement and other claims;
|
•
|
privacy and data protection laws, actual or perceived privacy or data breaches or other data security incidents, or the loss of data;
|
•
|
future regulatory, judicial, and legislative changes in our industry;
|
•
|
future arrangements with, or investments in, other entities or associations, products, services or technologies;
|
•
|
our use of the net proceeds from this offering; and
|
•
|
the increased expenses and administrative workload associated with being a public company.
|
•
|
Evans Data Corporation,
Global Developer Population and Demographic Study 2017, Volume 1
, September 2017.
|
•
|
Forrester Research, Inc.,
The
Forrester Wave: Enterprise Collaborative Work Management, Q4 2016
, October 17, 2016.
|
•
|
Forrester Research, Inc.,
I
nfo Workers Will Erase The Boundary Between Enterprise And Consumer Technologies
, August 30, 2012.
|
•
|
Gartner, Inc.,
Effortless Visibility Is Key to Managing Empowered Workers Without Losing Control
, March 30, 2017, or the Gartner Report.
|
•
|
International Data Corporation,
Semiannual Software Tracker
, November 2017.
|
•
|
McKinsey Global Institute,
The social economy: Unlocking value and productivity through social technologies
, July 2012.
|
•
|
Dave Wright,
3 Automation Initiatives to Boost Corporate Productivity,
April 25, 2016, www.enterpriseappstoday.com/management-software/3-automation-initiatives-to-boost-corporate-productivity.html (last accessed March 23, 2018).
|
•
|
on an actual basis;
|
•
|
on a pro forma basis, giving effect to (1) the redesignation of our outstanding common stock as Class B common stock on , 2018; (2) the automatic conversion of all outstanding shares of our convertible preferred stock
outstanding as of January 31, 2018
into an aggregate of
68,479,732
shares of Class B common stock; (3) the reclassification of the convertible preferred stock warrant liability to additional paid-in capital, which conversion and reclassification will occur immediately prior to the completion of this offering, as if such conversion and reclassification had occurred on January 31, 2018; and (4) the filing and effectiveness of our amended and restated articles of incorporation; and
|
•
|
on a pro forma as adjusted basis, giving effect to (1) the pro forma adjustments set forth above and the sale of shares of our Class A common stock offered by us in this offering, based on an assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses, and (2) the automatic conversion of shares of our Class B common stock into an equivalent number of shares of our Class A common stock upon their sale by the selling shareholders in this offering.
|
|
As of January 31, 2018
|
||||||||
|
Actual
|
|
Pro Forma
|
|
Pro Forma As Adjusted
|
||||
|
(in thousands, except share and per share data)
|
||||||||
Cash and cash equivalents
|
$
|
58,158
|
|
|
$
|
58,158
|
|
|
$
|
Convertible preferred stock warrant liability
|
1,272
|
|
|
—
|
|
|
|
||
Convertible preferred stock, no par value; 67,756,647 shares authorized, 67,619,377 shares issued and outstanding, actual; no shares authorized, issue or outstanding, pro forma and pro forma as adjusted.
|
112,687
|
|
|
—
|
|
|
|
||
Shareholders’ equity (deficit):
|
|
|
|
|
|
||||
Preferred stock, no par value; no shares authorized, issued and outstanding, actual; shares authorized and no shares issued and outstanding, pro forma and pro forma as adjusted
|
—
|
|
|
—
|
|
|
|
||
Common stock, no par value; 107,679,381 shares authorized, 20,280,741 shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted
|
—
|
|
|
—
|
|
|
|
||
Class A common stock, no par value; no shares authorized, issued and outstanding, actual; shares authorized, no shares issued and outstanding, pro forma; shares authorized, shares issued and outstanding, pro forma as adjusted
|
—
|
|
|
—
|
|
|
|
||
Class B common stock, no par value; no shares authorized, issued and outstanding, actual; shares authorized, 88,760,473 shares issued and outstanding, pro forma; shares authorized, shares issued and outstanding, pro forma as adjusted
|
—
|
|
|
—
|
|
|
|
||
Additional paid-in capital
|
25,892
|
|
|
139,851
|
|
|
|
||
Accumulated deficit
|
(106,633
|
)
|
|
(106,633
|
)
|
|
|
||
Total shareholders’ equity (deficit)
|
(80,741
|
)
|
|
33,218
|
|
|
|
||
Total capitalization
|
$
|
33,218
|
|
|
$
|
33,218
|
|
|
$
|
•
|
13,355,439
shares of our Class B common stock issuable upon the exercise of options outstanding as of January 31, 2018, with a weighted-average exercise price of
$2.91
per share,
of which 882,757 shares were issued upon the exercise of options between February 1, 2018 and March 20, 2018
;
|
•
|
2,903,920 shares of our Class B common stock issuable upon the exercise of options that were granted
between February 1, 2018 and March 20, 2018
, with an exercise price of $9.53 per share;
|
•
|
130,000 shares of our Class B common stock issuable upon the vesting of RSUs outstanding as of January 31, 2018;
|
•
|
137,270
shares of our Class B common stock issuable upon the exercise of a warrant to purchase convertible preferred stock outstanding as of January 31, 2018, with an exercise price of $0.29139 per share, in connection with which
shares of our Class B common stock will be issued upon its net exercise and automatically converted into an equivalent number of shares of Class A common stock upon their sale in this offering at the initial public offering price; and
|
•
|
shares of our common stock reserved for future issuance under our share-based compensation plans, consisting of (1)
296,178
shares of our Class B common stock reserved for future issuance under our 2015 Equity Incentive Plan; (2)
shares of our Class A common stock reserved for future issuance under our 2018 Equity Incentive Plan, which will become effective on the date immediately prior to the date of this prospectus; and (3) shares of our Class A common stock reserved for future issuance under our 2018 Employee Stock Purchase Plan, which will become effective on the date of this prospectus.
|
Assumed initial public offering price per share
|
|
|
$
|
Pro forma net tangible book value (deficit) per share as of January 31, 2018
|
$
|
|
|
Increase in pro forma net tangible book value (deficit) per share attributable to new investors in this offering
|
|
|
|
Pro forma as adjusted net tangible book value per share immediately after this offering
|
|
|
|
Dilution in pro forma net tangible book value (deficit) per share to new investors in this offering
|
|
|
$
|
|
Shares Purchased
|
|
Total Consideration
|
|
Average Price
Per
Share
|
||||||
|
Number
|
|
Percent
|
|
Amount
|
|
Percent
|
|
|||
Existing shareholders
|
|
|
%
|
|
|
$
|
|
%
|
|
|
$
|
New investors
|
|
|
|
|
|
|
|
|
|
||
Totals
|
|
|
100.0
|
%
|
|
$
|
|
100.0
|
%
|
|
|
•
|
13,355,439
shares of our Class B common stock issuable upon the exercise of options outstanding as of January 31, 2018, with a weighted-average exercise price of
$2.91
per share,
of which 882,757 shares were issued upon the exercise of options between February 1, 2018 and March 20, 2018
;
|
•
|
2,903,920 shares of our Class B common stock issuable upon the exercise of options that were granted
between February 1, 2018 and March 20, 2018
, with an exercise price of $9.53 per share;
|
•
|
130,000 shares of our Class B common stock issuable upon the vesting of RSUs outstanding as of January 31, 2018;
|
•
|
137,270
shares of our Class B common stock issuable upon the exercise of a warrant to purchase convertible preferred stock outstanding as of January 31, 2018, with an exercise price of
$0.29139
per share, in connection with which
shares of our Class B common stock will be issued upon its net exercise and automatically converted into an equivalent number of shares of Class A common stock upon their sale in this offering at the initial public offering price; and
|
•
|
shares of our common stock reserved for future issuance under our share-based compensation plans, consisting of (1)
296,178
shares of our Class B common stock reserved for future issuance under our 2015 Equity Incentive Plan; (2) shares of our Class A common stock reserved for future issuance under our 2018 Equity Incentive Plan, which will become effective on the date immediately prior to the date of this prospectus; and (3) shares of our Class A common stock reserved for future issuance under our 2018 Employee Stock Purchase Plan, which will become effective on the date of this prospectus.
|
|
Year Ended January 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
|
(in thousands, except per share data)
|
||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
||||||
Revenue
|
|
|
|
|
|
||||||
Subscription
|
$
|
39,568
|
|
|
$
|
62,416
|
|
|
$
|
100,368
|
|
Professional services
|
1,183
|
|
|
4,548
|
|
|
10,885
|
|
|||
Total revenue
|
40,751
|
|
|
66,964
|
|
|
111,253
|
|
|||
Cost of revenue
|
|
|
|
|
|
||||||
Subscription
(1)
|
6,961
|
|
|
10,117
|
|
|
13,008
|
|
|||
Professional services
(1)
|
1,636
|
|
|
4,016
|
|
|
8,674
|
|
|||
Total cost of revenue
|
8,597
|
|
|
14,133
|
|
|
21,682
|
|
|||
Gross profit
|
32,154
|
|
|
52,831
|
|
|
89,571
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Research and development
(1)
|
12,900
|
|
|
19,640
|
|
|
37,590
|
|
|||
Sales and marketing
(1)
|
28,440
|
|
|
40,071
|
|
|
72,925
|
|
|||
General and administrative
(1)
|
5,163
|
|
|
8,275
|
|
|
28,034
|
|
|||
Total operating expenses
|
46,503
|
|
|
67,986
|
|
|
138,549
|
|
|||
Loss from operations
|
(14,349
|
)
|
|
(15,155
|
)
|
|
(48,978
|
)
|
|||
Interest expense and other, net
|
—
|
|
|
(29
|
)
|
|
(435
|
)
|
|||
Net loss before provision (benefit) for income taxes
|
(14,349
|
)
|
|
(15,184
|
)
|
|
(49,413
|
)
|
|||
Provision (benefit) for income taxes
|
—
|
|
|
—
|
|
|
(307
|
)
|
|||
Net loss
|
(14,349
|
)
|
|
(15,184
|
)
|
|
(49,106
|
)
|
|||
Deemed dividend
(2)
|
—
|
|
|
—
|
|
|
(4,558
|
)
|
|||
Net loss attributable to common shareholders
|
$
|
(14,349
|
)
|
|
$
|
(15,184
|
)
|
|
$
|
(53,664
|
)
|
Net loss per share attributable to common shareholders, basic and diluted
(3)
|
$
|
(1.03
|
)
|
|
$
|
(1.00
|
)
|
|
$
|
(2.94
|
)
|
Weighted-average shares outstanding used to compute net loss per share attributable to common shareholders, basic and diluted
(3)
|
13,877
|
|
|
15,241
|
|
|
18,273
|
|
|||
Pro forma net loss per share attributable to common shareholders, basic and diluted
(3)
|
|
|
|
|
$
|
(0.62
|
)
|
||||
Weighted-average shares used to compute pro forma net loss per share attributable to common shareholders, basic and diluted
(3)
|
|
|
|
|
84,868
|
|
|
|
Year Ended January 31,
|
||||||||||
2016
|
|
2017
|
|
2018
|
|||||||
|
(in thousands)
|
||||||||||
Cost of subscription revenue
|
$
|
23
|
|
|
$
|
35
|
|
|
$
|
43
|
|
Cost of professional services revenue
|
4
|
|
|
26
|
|
|
58
|
|
|||
Research and development
|
235
|
|
|
452
|
|
|
905
|
|
|||
Sales and marketing
|
1,348
|
|
|
428
|
|
|
1,124
|
|
|||
General and administrative
|
69
|
|
|
193
|
|
|
864
|
|
|||
Total share-based compensation expense
|
$
|
1,679
|
|
|
$
|
1,134
|
|
|
$
|
2,994
|
|
|
Year Ended January 31,
|
||||||||||
2016
|
|
2017
|
|
2018
|
|||||||
(in thousands)
|
|||||||||||
Cost of subscription revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
53
|
|
Cost of professional services revenue
|
—
|
|
|
—
|
|
|
9
|
|
|||
Research and development
|
—
|
|
|
—
|
|
|
5,124
|
|
|||
Sales and marketing
|
—
|
|
|
—
|
|
|
583
|
|
|||
General and administrative
|
—
|
|
|
—
|
|
|
9,701
|
|
|||
Total share-based compensation expense
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,470
|
|
(2)
|
See the section titled “Certain Relationships and Related-Party Transactions—2017 Tender Offer” for further information.
|
(3)
|
Please refer to Note 5 to our consolidated financial statements included elsewhere in this prospectus for an explanation of the calculations of our net loss per share attributable to common shareholders, basic and diluted, and pro forma net loss per share attributable to common shareholders, basic and diluted.
|
|
As of January 31,
|
||||||
|
2017
|
|
2018
|
||||
|
|
||||||
Consolidated Balance Sheet Data:
|
|
|
|
||||
Cash, cash equivalents, and short-term investments
|
$
|
32,235
|
|
|
$
|
58,158
|
|
Working capital
|
(4,246
|
)
|
|
(1,234
|
)
|
||
Total assets
|
56,253
|
|
|
116,604
|
|
||
Deferred revenue, current and non-current
|
32,712
|
|
|
57,281
|
|
||
Convertible preferred stock warrant liability
|
477
|
|
|
1,272
|
|
||
Convertible preferred stock
|
60,260
|
|
|
112,687
|
|
||
Total shareholders’ deficit
|
(52,743
|
)
|
|
(80,741
|
)
|
|
As of January 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
Domain-based customers at period end
|
53,920
|
|
|
66,645
|
|
|
74,116
|
|
|||
Average ACV per domain-based customer
|
$
|
841
|
|
|
$
|
1,106
|
|
|
$
|
1,640
|
|
|
Trailing 12 Months Ended
January 31,
|
|||||||
|
2016
|
|
2017
|
|
2018
|
|||
Dollar-based net retention rate for all customers
|
113
|
%
|
|
122
|
%
|
|
130
|
%
|
•
|
2005
: Founded company.
|
•
|
2006
: Launched platform.
|
•
|
2007
: Raised first outside funding.
|
•
|
2010
: Launched on Google Apps Marketplace.
|
•
|
2011
: Launched Salesforce integration.
|
•
|
2012
: Surpassed 10,000 total customers.
|
•
|
2013
: Released public API and surpassed 30,000 total customers.
|
•
|
2014
: L
aunched App Gallery to showcase integrations with leading cloud-based solutions.
|
•
|
2015
: Surpassed 50,000 total customers, launched Smartdashboards and Connectors, won first place for “Best Microsoft 365 App,” and named Google’s Marketplace App of the Year.
|
•
|
2016
: Launched Control Center, surpassed 75,000 total customers, introduced the “Business” subscription plan, and released Card View and Atlassian Jira integration.
|
•
|
2017
: Opened Boston office, surpassed 90,000 total customers, launched Smartautomations, held first customer conference, ENGAGE, completed first business acquisition, and named Best Workplace in Washington by the Puget Sound Business Journal.
|
|
As of
|
||||||||||||||||||||||
|
Apr. 30, 2016
|
|
Jul. 31, 2016
|
|
Oct. 31, 2016
|
|
Jan. 31, 2017
|
|
Apr. 30, 2017
|
|
Jul. 31, 2017
|
|
Oct. 31, 2017
|
|
Jan. 31, 2018
|
||||||||
Domain-based customers at period end
|
57,844
|
|
|
61,210
|
|
|
64,776
|
|
|
66,645
|
|
|
69,039
|
|
|
71,021
|
|
|
72,529
|
|
|
74,116
|
|
|
As of
|
||||||||||||||||||||||||||||||
|
Apr. 30, 2016
|
|
Jul. 31, 2016
|
|
Oct. 31, 2016
|
|
Jan. 31, 2017
|
|
Apr. 30, 2017
|
|
Jul. 31, 2017
|
|
Oct. 31, 2017
|
|
Jan. 31, 2018
|
||||||||||||||||
Average ACV per domain-based customer
|
$
|
897
|
|
|
$
|
955
|
|
|
$
|
1,016
|
|
|
$
|
1,106
|
|
|
$
|
1,230
|
|
|
$
|
1,346
|
|
|
$
|
1,491
|
|
|
$
|
1,640
|
|
|
Trailing 12 Months Ended
|
||||||||||||||||||||||
|
Apr. 30, 2016
|
|
Jul. 31, 2016
|
|
Oct. 31, 2016
|
|
Jan. 31, 2017
|
|
Apr. 30, 2017
|
|
Jul. 31, 2017
|
|
Oct. 31, 2017
|
|
Jan. 31, 2018
|
||||||||
Dollar-based net retention rate for all customers
|
116
|
%
|
|
118
|
%
|
|
119
|
%
|
|
122
|
%
|
|
124
|
%
|
|
126
|
%
|
|
129
|
%
|
|
130
|
%
|
|
Year Ended January 31,
|
||||||||||
2016
|
|
2017
|
|
2018
|
|||||||
Revenue
|
|
|
(in thousands)
|
|
|
||||||
Subscription
|
$
|
39,568
|
|
|
$
|
62,416
|
|
|
$
|
100,368
|
|
Professional services
|
1,183
|
|
|
4,548
|
|
|
10,885
|
|
|||
Total revenue
|
40,751
|
|
|
66,964
|
|
|
111,253
|
|
|||
Cost of revenue
|
|
|
|
|
|
||||||
Subscription
(1)
|
6,961
|
|
|
10,117
|
|
|
13,008
|
|
|||
Professional services
(1)
|
1,636
|
|
|
4,016
|
|
|
8,674
|
|
|||
Total cost of revenue
|
8,597
|
|
|
14,133
|
|
|
21,682
|
|
|||
Gross profit
|
32,154
|
|
|
52,831
|
|
|
89,571
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Research and development
(1)
|
12,900
|
|
|
19,640
|
|
|
37,590
|
|
|||
Sales and marketing
(1)
|
28,440
|
|
|
40,071
|
|
|
72,925
|
|
|||
General and administrative
(1)
|
5,163
|
|
|
8,275
|
|
|
28,034
|
|
|||
Total operating expenses
|
46,503
|
|
|
67,986
|
|
|
138,549
|
|
|||
Loss from operations
|
(14,349
|
)
|
|
(15,155
|
)
|
|
(48,978
|
)
|
|||
Interest expense and other, net
|
—
|
|
|
(29
|
)
|
|
(435
|
)
|
|||
Net loss before provision (benefit) for income taxes
|
(14,349
|
)
|
|
(15,184
|
)
|
|
(49,413
|
)
|
|||
Provision (benefit) for income taxes
|
—
|
|
|
—
|
|
|
(307
|
)
|
|||
Net loss
|
$
|
(14,349
|
)
|
|
$
|
(15,184
|
)
|
|
$
|
(49,106
|
)
|
|
(1)
|
Amounts include share-based compensation expense other than related to the 2017 Tender Offer as follows:
|
|
Year Ended January 31,
|
||||||||||
2016
|
|
2017
|
|
2018
|
|||||||
|
|
|
(in thousands)
|
|
|
||||||
Cost of subscription revenue
|
$
|
23
|
|
|
$
|
35
|
|
|
$
|
43
|
|
Cost of professional services revenue
|
4
|
|
|
26
|
|
|
58
|
|
|||
Research and development
|
235
|
|
|
452
|
|
|
905
|
|
|||
Sales and marketing
|
1,348
|
|
|
428
|
|
|
1,124
|
|
|||
General and administrative
|
69
|
|
|
193
|
|
|
864
|
|
|||
Total share-based compensation expense
|
$
|
1,679
|
|
|
$
|
1,134
|
|
|
$
|
2,994
|
|
|
Year Ended January 31,
|
||||||||||
2016
|
|
2017
|
|
2018
|
|||||||
|
|
|
(in thousands)
|
|
|
||||||
Cost of subscription revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
53
|
|
Cost of professional services revenue
|
—
|
|
|
—
|
|
|
9
|
|
|||
Research and development
|
—
|
|
|
—
|
|
|
5,124
|
|
|||
Sales and marketing
|
—
|
|
|
—
|
|
|
583
|
|
|||
General and administrative
|
—
|
|
|
—
|
|
|
9,701
|
|
|||
Total share-based compensation expense
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,470
|
|
|
Year Ended January 31,
|
|
Change
|
|||||||||||
2017
|
|
2018
|
|
Amount
|
|
%
|
||||||||
|
(dollars in thousands)
|
|||||||||||||
Revenue
|
|
|
|
|
|
|
|
|||||||
Subscription
|
$
|
62,416
|
|
|
$
|
100,368
|
|
|
$
|
37,952
|
|
|
61
|
%
|
Professional services
|
4,548
|
|
|
10,885
|
|
|
6,337
|
|
|
139
|
%
|
|||
Total revenue
|
$
|
66,964
|
|
|
$
|
111,253
|
|
|
$
|
44,289
|
|
|
66
|
%
|
Percentage of total revenue
|
|
|
|
|
|
|
|
|||||||
Subscription revenue
|
93
|
%
|
|
90
|
%
|
|
|
|
|
|||||
Professional services revenue
|
7
|
%
|
|
10
|
%
|
|
|
|
|
|
Year Ended January 31,
|
|
Change
|
|||||||||||
2017
|
|
2018
|
|
Amount
|
|
%
|
||||||||
|
(dollars in thousands)
|
|||||||||||||
Cost of revenue
|
|
|
|
|
|
|
|
|||||||
Subscription
|
$
|
10,117
|
|
|
$
|
13,008
|
|
|
$
|
2,891
|
|
|
29
|
%
|
Professional services
|
4,016
|
|
|
8,674
|
|
|
4,658
|
|
|
116
|
%
|
|||
Total cost of revenue
|
$
|
14,133
|
|
|
$
|
21,682
|
|
|
$
|
7,549
|
|
|
53
|
%
|
Gross profit
|
$
|
52,831
|
|
|
$
|
89,571
|
|
|
$
|
36,740
|
|
|
70
|
%
|
Gross margin
|
|
|
|
|
|
|
|
|||||||
Subscription
|
84
|
%
|
|
87
|
%
|
|
|
|
|
|||||
Professional services
|
12
|
%
|
|
20
|
%
|
|
|
|
|
|||||
Total gross margin
|
79
|
%
|
|
81
|
%
|
|
|
|
|
|
Year Ended January 31,
|
|
Change
|
|||||||||||
2017
|
|
2018
|
|
Amount
|
|
%
|
||||||||
|
(dollars in thousands)
|
|||||||||||||
Research and development
|
$
|
19,640
|
|
|
$
|
37,590
|
|
|
$
|
17,950
|
|
|
91
|
%
|
Percentage of total revenue
|
29
|
%
|
|
34
|
%
|
|
|
|
|
|
Year Ended January 31,
|
|
Change
|
|||||||||||
2017
|
|
2018
|
|
Amount
|
|
%
|
||||||||
|
(dollars in thousands)
|
|||||||||||||
Sales and marketing
|
$
|
40,071
|
|
|
$
|
72,925
|
|
|
$
|
32,854
|
|
|
82
|
%
|
Percentage of total revenue
|
60
|
%
|
|
66
|
%
|
|
|
|
|
|
Year Ended January 31,
|
|
Change
|
|||||||||||
2017
|
|
2018
|
|
Amount
|
|
%
|
||||||||
(dollars in thousands)
|
||||||||||||||
General and administrative
|
$
|
8,275
|
|
|
$
|
28,034
|
|
|
$
|
19,759
|
|
|
239
|
%
|
Percentage of total revenue
|
12
|
%
|
|
25
|
%
|
|
|
|
|
|
Year Ended January 31,
|
|
Change
|
|||||||||||
2016
|
|
2017
|
|
Amount
|
|
%
|
||||||||
|
(dollars in thousands)
|
|||||||||||||
Revenue
|
|
|
|
|
|
|
|
|||||||
Subscription
|
$
|
39,568
|
|
|
$
|
62,416
|
|
|
$
|
22,848
|
|
|
58
|
%
|
Professional services
|
1,183
|
|
|
4,548
|
|
|
3,365
|
|
|
284
|
%
|
|||
Total revenue
|
$
|
40,751
|
|
|
$
|
66,964
|
|
|
$
|
26,213
|
|
|
64
|
%
|
Percentage of total revenue
|
|
|
|
|
|
|
|
|||||||
Subscription revenue
|
97
|
%
|
|
93
|
%
|
|
|
|
|
|||||
Professional services revenue
|
3
|
%
|
|
7
|
%
|
|
|
|
|
|
Year Ended January 31,
|
|
Change
|
|||||||||||
2016
|
|
2017
|
|
Amount
|
|
%
|
||||||||
(dollars in thousands)
|
||||||||||||||
Cost of revenue
|
|
|
|
|
|
|
|
|||||||
Subscription
|
$
|
6,961
|
|
|
$
|
10,117
|
|
|
$
|
3,156
|
|
|
45
|
%
|
Professional services
|
1,636
|
|
|
4,016
|
|
|
2,380
|
|
|
145
|
%
|
|||
Total cost of revenue
|
$
|
8,597
|
|
|
$
|
14,133
|
|
|
$
|
5,536
|
|
|
64
|
%
|
Gross profit
|
$
|
32,154
|
|
|
$
|
52,831
|
|
|
$
|
20,677
|
|
|
64
|
%
|
Gross margin
|
|
|
|
|
|
|
|
|||||||
Subscription
|
82
|
%
|
|
84
|
%
|
|
|
|
|
|||||
Professional services
|
(38
|
)%
|
|
12
|
%
|
|
|
|
|
|||||
Total gross margin
|
79
|
%
|
|
79
|
%
|
|
|
|
|
|
Year Ended January 31,
|
|
Change
|
|||||||||||
2016
|
|
2017
|
|
Amount
|
|
%
|
||||||||
|
(dollars in thousands)
|
|||||||||||||
Research and development
|
$
|
12,900
|
|
|
$
|
19,640
|
|
|
$
|
6,740
|
|
|
52
|
%
|
Percentage of total revenue
|
32
|
%
|
|
29
|
%
|
|
|
|
|
|
Year Ended January 31,
|
|
Change
|
|||||||||||
2016
|
|
2017
|
|
Amount
|
|
%
|
||||||||
|
(dollars in thousands)
|
|||||||||||||
Sales and marketing
|
$
|
28,440
|
|
|
$
|
40,071
|
|
|
$
|
11,631
|
|
|
41
|
%
|
Percentage of total revenue
|
70
|
%
|
|
60
|
%
|
|
|
|
|
|
Year Ended January 31,
|
|
Change
|
|||||||||||
2016
|
|
2017
|
|
Amount
|
|
%
|
||||||||
|
(dollars in thousands)
|
|||||||||||||
General and administrative
|
$
|
5,163
|
|
|
$
|
8,275
|
|
|
$
|
3,112
|
|
|
60
|
%
|
Percentage of total revenue
|
13
|
%
|
|
12
|
%
|
|
|
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
Apr. 30, 2016
|
|
Jul. 31, 2016
|
|
Oct. 31, 2016
|
|
Jan. 31, 2017
|
|
Apr. 30, 2017
|
|
Jul. 31, 2017
|
|
Oct. 31, 2017
|
|
Jan. 31, 2018
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Subscription
|
$
|
12,835
|
|
|
$
|
14,756
|
|
|
$
|
16,454
|
|
|
$
|
18,371
|
|
|
$
|
20,375
|
|
|
$
|
23,796
|
|
|
$
|
26,441
|
|
|
$
|
29,756
|
|
Professional services
|
821
|
|
|
1,037
|
|
|
1,386
|
|
|
1,304
|
|
|
1,861
|
|
|
2,871
|
|
|
2,946
|
|
|
3,207
|
|
||||||||
Total revenue
|
13,656
|
|
|
15,793
|
|
|
17,840
|
|
|
19,675
|
|
|
22,236
|
|
|
26,667
|
|
|
29,387
|
|
|
32,963
|
|
||||||||
Cost of revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Subscription
(1)
|
2,112
|
|
|
2,328
|
|
|
2,689
|
|
|
2,988
|
|
|
2,989
|
|
|
3,433
|
|
|
3,278
|
|
|
3,308
|
|
||||||||
Professional services
(1)
|
696
|
|
|
1,003
|
|
|
1,102
|
|
|
1,215
|
|
|
1,508
|
|
|
1,944
|
|
|
2,385
|
|
|
2,837
|
|
||||||||
Total cost of revenue
|
2,808
|
|
|
3,331
|
|
|
3,791
|
|
|
4,203
|
|
|
4,497
|
|
|
5,377
|
|
|
5,663
|
|
|
6,145
|
|
||||||||
Gross profit
|
10,848
|
|
|
12,462
|
|
|
14,049
|
|
|
15,472
|
|
|
17,739
|
|
|
21,290
|
|
|
23,724
|
|
|
26,818
|
|
||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Research and development
(1)
|
4,107
|
|
|
4,525
|
|
|
5,045
|
|
|
5,963
|
|
|
6,508
|
|
|
12,588
|
|
|
8,901
|
|
|
9,593
|
|
||||||||
Sales and marketing
(1)
|
8,462
|
|
|
9,924
|
|
|
10,225
|
|
|
11,460
|
|
|
14,748
|
|
|
17,367
|
|
|
20,726
|
|
|
20,084
|
|
||||||||
General and administrative
(1)
|
1,557
|
|
|
1,776
|
|
|
2,069
|
|
|
2,873
|
|
|
3,680
|
|
|
14,046
|
|
|
4,552
|
|
|
5,756
|
|
||||||||
Total operating expenses
|
14,126
|
|
|
16,225
|
|
|
17,339
|
|
|
20,296
|
|
|
24,936
|
|
|
44,001
|
|
|
34,179
|
|
|
35,433
|
|
||||||||
Loss from operations
|
(3,278
|
)
|
|
(3,763
|
)
|
|
(3,290
|
)
|
|
(4,824
|
)
|
|
(7,197
|
)
|
|
(22,711
|
)
|
|
(10,455
|
)
|
|
(8,615
|
)
|
||||||||
Interest income (expense) and other, net
|
119
|
|
|
31
|
|
|
(57
|
)
|
|
(122
|
)
|
|
13
|
|
|
(139
|
)
|
|
97
|
|
|
(406
|
)
|
||||||||
Net loss before provision (benefit) for income taxes
|
(3,159
|
)
|
|
(3,732
|
)
|
|
(3,347
|
)
|
|
(4,946
|
)
|
|
(7,184
|
)
|
|
(22,850
|
)
|
|
(10,358
|
)
|
|
(9,021
|
)
|
||||||||
Provision (benefit) for income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(307
|
)
|
||||||||
Net loss
|
$
|
(3,159
|
)
|
|
$
|
(3,732
|
)
|
|
$
|
(3,347
|
)
|
|
$
|
(4,946
|
)
|
|
$
|
(7,184
|
)
|
|
$
|
(22,850
|
)
|
|
$
|
(10,358
|
)
|
|
$
|
(8,714
|
)
|
|
(1)
|
Amounts include share-based compensation expense other than related to the 2017 Tender Offer as follows:
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
Apr. 30, 2016
|
|
Jul. 31, 2016
|
|
Oct. 31, 2016
|
|
Jan. 31, 2017
|
|
Apr. 30, 2017
|
|
Jul. 31, 2017
|
|
Oct. 31, 2017
|
|
Jan. 31, 2018
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cost of subscription revenue
|
$
|
8
|
|
|
$
|
8
|
|
|
$
|
9
|
|
|
$
|
10
|
|
|
$
|
9
|
|
|
$
|
9
|
|
|
$
|
14
|
|
|
$
|
12
|
|
Cost of professional services revenue
|
4
|
|
|
6
|
|
|
8
|
|
|
8
|
|
|
12
|
|
|
11
|
|
|
17
|
|
|
18
|
|
||||||||
Research and development
|
104
|
|
|
112
|
|
|
113
|
|
|
123
|
|
|
149
|
|
|
134
|
|
|
370
|
|
|
252
|
|
||||||||
Sales and marketing
|
79
|
|
|
89
|
|
|
105
|
|
|
155
|
|
|
198
|
|
|
189
|
|
|
407
|
|
|
329
|
|
||||||||
General and administrative
|
16
|
|
|
23
|
|
|
66
|
|
|
88
|
|
|
177
|
|
|
177
|
|
|
240
|
|
|
269
|
|
||||||||
Total share-based compensation expense
|
$
|
211
|
|
|
$
|
238
|
|
|
$
|
301
|
|
|
$
|
384
|
|
|
$
|
545
|
|
|
$
|
520
|
|
|
$
|
1,048
|
|
|
$
|
880
|
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
Apr. 30, 2016
|
|
Jul. 31, 2016
|
|
Oct. 31, 2016
|
|
Jan. 31, 2017
|
|
Apr. 30, 2017
|
|
Jul. 31, 2017
|
|
Oct. 31, 2017
|
|
Jan. 31, 2018
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cost of subscription revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
53
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cost of professional services revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
||||||||
Research and development
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,124
|
|
|
—
|
|
|
—
|
|
||||||||
Sales and marketing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
583
|
|
|
—
|
|
|
—
|
|
||||||||
General and administrative
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,701
|
|
|
—
|
|
|
—
|
|
||||||||
Total share-based compensation expense
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,470
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Three Months Ended
|
||||||||||||||||||||||
|
Apr. 30, 2016
|
|
Jul. 31, 2016
|
|
Oct. 31, 2016
|
|
Jan. 31, 2017
|
|
Apr. 30, 2017
|
|
Jul. 31, 2017
|
|
Oct. 31, 2017
|
|
Jan. 31, 2018
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Subscription
|
94
|
%
|
|
93
|
%
|
|
92
|
%
|
|
93
|
%
|
|
92
|
%
|
|
89
|
%
|
|
90
|
%
|
|
90
|
%
|
Professional services
|
6
|
|
|
7
|
|
|
8
|
|
|
7
|
|
|
8
|
|
|
11
|
|
|
10
|
|
|
10
|
|
Total revenue
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
Cost of revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Subscription
|
15
|
|
|
15
|
|
|
15
|
|
|
15
|
|
|
13
|
|
|
13
|
|
|
11
|
|
|
10
|
|
Professional services
|
5
|
|
|
6
|
|
|
6
|
|
|
6
|
|
|
7
|
|
|
7
|
|
|
8
|
|
|
9
|
|
Total cost of revenue
|
20
|
|
|
21
|
|
|
21
|
|
|
21
|
|
|
20
|
|
|
20
|
|
|
19
|
|
|
19
|
|
Gross profit
|
80
|
|
|
79
|
|
|
79
|
|
|
79
|
|
|
80
|
|
|
80
|
|
|
81
|
|
|
81
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
30
|
|
|
29
|
|
|
28
|
|
|
30
|
|
|
29
|
|
|
47
|
|
|
30
|
|
|
29
|
|
Sales and marketing
|
62
|
|
|
63
|
|
|
57
|
|
|
58
|
|
|
66
|
|
|
65
|
|
|
71
|
|
|
61
|
|
General and administrative
|
11
|
|
|
11
|
|
|
12
|
|
|
15
|
|
|
17
|
|
|
53
|
|
|
15
|
|
|
17
|
|
Total operating expenses
|
103
|
|
|
103
|
|
|
97
|
|
|
103
|
|
|
112
|
|
|
165
|
|
|
116
|
|
|
107
|
|
Loss from operations
|
(23
|
)
|
|
(24
|
)
|
|
(18
|
)
|
|
(24
|
)
|
|
(32
|
)
|
|
(85
|
)
|
|
(35
|
)
|
|
(26
|
)
|
Interest income (expense) and other, net
|
1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Net loss before provision (benefit) for income taxes
|
(22
|
)
|
|
(24
|
)
|
|
(18
|
)
|
|
(25
|
)
|
|
(32
|
)
|
|
(86
|
)
|
|
(35
|
)
|
|
(27
|
)
|
Provision (benefit) for income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Net loss
|
(22
|
)%
|
|
(24
|
)%
|
|
(18
|
)%
|
|
(25
|
)%
|
|
(32
|
)%
|
|
(86
|
)%
|
|
(35
|
)%
|
|
(26
|
)%
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
Apr. 30, 2016
|
|
Jul. 31, 2016
|
|
Oct. 31, 2016
|
|
Jan. 31, 2017
|
|
Apr. 30, 2017
|
|
Jul. 31, 2017
|
|
Oct. 31, 2017
|
|
Jan. 31, 2018
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Free cash flow
|
$
|
(1,227
|
)
|
|
$
|
(1,299
|
)
|
|
$
|
2,352
|
|
|
$
|
(1,891
|
)
|
|
$
|
(7,749
|
)
|
|
$
|
(2,404
|
)
|
|
$
|
(5,151
|
)
|
|
$
|
(9,959
|
)
|
Non-GAAP gross profit
|
10,860
|
|
|
12,476
|
|
|
14,066
|
|
|
15,490
|
|
|
17,760
|
|
|
21,372
|
|
|
23,755
|
|
|
26,886
|
|
||||||||
Non-GAAP operating loss
|
(3,067
|
)
|
|
(3,525
|
)
|
|
(2,989
|
)
|
|
(4,440
|
)
|
|
(6,652
|
)
|
|
(6,721
|
)
|
|
(9,407
|
)
|
|
(7,500
|
)
|
||||||||
Calculated billings
|
17,380
|
|
|
19,470
|
|
|
20,663
|
|
|
22,591
|
|
|
30,336
|
|
|
33,617
|
|
|
32,520
|
|
|
39,349
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
Apr. 30, 2016
|
|
Jul. 31, 2016
|
|
Oct. 31, 2016
|
|
Jan. 31, 2017
|
|
Apr. 30, 2017
|
|
Jul. 31, 2017
|
|
Oct. 31, 2017
|
|
Jan. 31, 2018
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
(843
|
)
|
|
$
|
(790
|
)
|
|
$
|
2,650
|
|
|
$
|
(959
|
)
|
|
$
|
(5,250
|
)
|
|
$
|
650
|
|
|
$
|
(2,366
|
)
|
|
$
|
(6,615
|
)
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Purchases of property and equipment
(1)
|
(384
|
)
|
|
(509
|
)
|
|
(298
|
)
|
|
(629
|
)
|
|
(2,013
|
)
|
|
(2,563
|
)
|
|
(2,185
|
)
|
|
(2,595
|
)
|
||||||||
Payments on capital lease obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
(303
|
)
|
|
(486
|
)
|
|
(491
|
)
|
|
(600
|
)
|
|
(749
|
)
|
||||||||
Free cash flow
|
$
|
(1,227
|
)
|
|
$
|
(1,299
|
)
|
|
$
|
2,352
|
|
|
$
|
(1,891
|
)
|
|
$
|
(7,749
|
)
|
|
$
|
(2,404
|
)
|
|
$
|
(5,151
|
)
|
|
$
|
(9,959
|
)
|
|
(1)
|
Includes amounts related to capitalized internal-use software development costs.
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
Apr. 30, 2016
|
|
Jul. 31, 2016
|
|
Oct. 31, 2016
|
|
Jan. 31, 2017
|
|
Apr. 30, 2017
|
|
Jul. 31, 2017
|
|
Oct. 31, 2017
|
|
Jan. 31, 2018
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Gross profit
|
$
|
10,848
|
|
|
$
|
12,462
|
|
|
$
|
14,049
|
|
|
$
|
15,472
|
|
|
$
|
17,739
|
|
|
$
|
21,290
|
|
|
$
|
23,724
|
|
|
$
|
26,818
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Share-based compensation expense
|
12
|
|
|
14
|
|
|
17
|
|
|
18
|
|
|
21
|
|
|
82
|
|
|
31
|
|
|
30
|
|
||||||||
Amortization of acquisition-related intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
||||||||
Non-GAAP gross profit
|
$
|
10,860
|
|
|
$
|
12,476
|
|
|
$
|
14,066
|
|
|
$
|
15,490
|
|
|
$
|
17,760
|
|
|
$
|
21,372
|
|
|
$
|
23,755
|
|
|
$
|
26,886
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
Apr. 30, 2016
|
|
Jul. 31, 2016
|
|
Oct. 31, 2016
|
|
Jan. 31, 2017
|
|
Apr. 30, 2017
|
|
Jul. 31, 2017
|
|
Oct. 31, 2017
|
|
Jan. 31, 2018
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Operating loss
|
$
|
(3,278
|
)
|
|
$
|
(3,763
|
)
|
|
$
|
(3,290
|
)
|
|
$
|
(4,824
|
)
|
|
$
|
(7,197
|
)
|
|
$
|
(22,711
|
)
|
|
$
|
(10,455
|
)
|
|
$
|
(8,615
|
)
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Share-based compensation expense
|
211
|
|
|
238
|
|
|
301
|
|
|
384
|
|
|
545
|
|
|
15,990
|
|
|
1,048
|
|
|
880
|
|
||||||||
Amortization of acquisition-related intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
||||||||
One-time costs of acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
195
|
|
||||||||
Non-GAAP operating loss
|
$
|
(3,067
|
)
|
|
$
|
(3,525
|
)
|
|
$
|
(2,989
|
)
|
|
$
|
(4,440
|
)
|
|
$
|
(6,652
|
)
|
|
$
|
(6,721
|
)
|
|
$
|
(9,407
|
)
|
|
$
|
(7,500
|
)
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
Apr. 30, 2016
|
|
Jul. 31, 2016
|
|
Oct. 31, 2016
|
|
Jan. 31, 2017
|
|
Apr. 30, 2017
|
|
Jul. 31, 2017
|
|
Oct. 31, 2017
|
|
Jan. 31, 2018
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total revenue
|
$
|
13,656
|
|
|
$
|
15,793
|
|
|
$
|
17,840
|
|
|
$
|
19,675
|
|
|
$
|
22,236
|
|
|
$
|
26,667
|
|
|
$
|
29,387
|
|
|
$
|
32,963
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Deferred revenue (end of period)
|
23,296
|
|
|
26,973
|
|
|
29,796
|
|
|
32,712
|
|
|
40,812
|
|
|
47,762
|
|
|
50,895
|
|
|
57,281
|
|
||||||||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Deferred revenue (beginning of period)
|
19,572
|
|
|
23,296
|
|
|
26,973
|
|
|
29,796
|
|
|
32,712
|
|
|
40,812
|
|
|
47,762
|
|
|
50,895
|
|
||||||||
Calculated billings
|
$
|
17,380
|
|
|
$
|
19,470
|
|
|
$
|
20,663
|
|
|
$
|
22,591
|
|
|
$
|
30,336
|
|
|
$
|
33,617
|
|
|
$
|
32,520
|
|
|
$
|
39,349
|
|
|
Year Ended January 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
|
|
|
(in thousands)
|
|
|
||||||
Net cash provided by (used in) operating activities
|
$
|
(4,660
|
)
|
|
$
|
58
|
|
|
$
|
(13,581
|
)
|
Net cash provided by (used in) investing activities
|
(22,900
|
)
|
|
9,055
|
|
|
(1,783
|
)
|
|||
Net cash provided by financing activities
|
222
|
|
|
627
|
|
|
51,436
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
(27,338
|
)
|
|
$
|
9,740
|
|
|
$
|
36,072
|
|
|
Payments Due by Period:
|
||||||||||||||||||
|
Less than 1 year
|
|
1 to 3 years
|
|
3 to 5 years
|
|
More than 5 years
|
|
Total
|
||||||||||
|
|
|
|
|
(in thousands)
|
|
|
|
|
||||||||||
Operating lease obligations
(1)
|
$
|
6,155
|
|
|
$
|
18,300
|
|
|
$
|
19,270
|
|
|
$
|
21,821
|
|
|
$
|
65,546
|
|
Capital lease obligations
|
3,469
|
|
|
3,948
|
|
|
—
|
|
|
—
|
|
|
7,417
|
|
|||||
Total contractual obligations
|
$
|
9,624
|
|
|
$
|
22,248
|
|
|
$
|
19,270
|
|
|
$
|
21,821
|
|
|
$
|
72,963
|
|
|
•
|
identification of the contract, or contracts, with a customer;
|
•
|
identification of the performance obligations in the contract;
|
•
|
determination of the transaction price;
|
•
|
allocation of the transaction price to the performance obligations in the contract; and
|
•
|
recognition of revenue when, or as, we satisfy a performance obligation.
|
•
|
contemporaneous valuations performed by an unrelated third-party valuation firm;
|
•
|
the prices, rights, preferences and privileges of our preferred stock relative to those of our common stock;
|
•
|
the lack of marketability of our common stock;
|
•
|
our actual operating and financial performance;
|
•
|
current business conditions and projections;
|
•
|
hiring of key personnel and the experience of our management;
|
•
|
our history and the timing of the introduction of new applications and capabilities;
|
•
|
our stage of development;
|
•
|
the likelihood of achieving a liquidity event, such as an initial public offering or a merger or acquisition of our business given prevailing market conditions;
|
•
|
the market performance of comparable publicly traded companies; and
|
•
|
U.S. and global capital market conditions.
|
•
|
Cisco
uses Smartsheet to oversee a $300 million annual spend on programs and technology, produce events, manage infrastructure projects, support service engagements, orchestrate marketing campaigns, and
|
|
•
|
Starbucks
uses Smartsheet to seamlessly disseminate important and time-sensitive product and business updates across thousands of stores.
|
•
|
MOD Pizza
built a standardized system in Smartsheet to manage and organize the company’s rapid growth, ensuring consistency and repeatability for 100 new store openings.
|
•
|
Weyerhaeuser
uses Smartsheet to provide account executives with accurate, real-time insights into the status of accounts, simplify tracking and measurement of sales, and provide sales-related materials and information, helping to drive more efficient sales processes.
|
•
|
Cypress Grove
uses Smartsheet to control quality of dairy deliveries, schedule feeding and breeding, manage business and financial goals, and coordinate construction projects and preventative maintenance, helping to ensure timely distribution of products nationwide.
|
•
|
South Water Signs
uses Smartsheet to schedule shifts of workers, process permit applications and approvals, prioritize new client requests, schedule installations, and collaborate on art samples with clients, streamlining the process of coordinating signage projects nationwide.
|
|
4
|
See note 3 above.
|
•
|
lack of accountability with no clear assignment of responsibility or deadlines;
|
•
|
limited access controls or tracking functionality;
|
•
|
required manual transfer of data between systems;
|
•
|
significant time spent manually preparing reports;
|
•
|
lack of automation for updates, notifications, and approvals; and
|
•
|
inconsistent data input resulting in re-work and miscommunication.
|
•
|
61% of work time is spent reading and answering email, searching for and gathering information, communicating, and collaborating internally according to the McKinsey Global Institute;
(6)
and
|
•
|
$575 billion per year is wasted on inefficient processes in the United States alone.
(7)
|
|
5
|
McKinsey Global Institute,
The social economy: Unlocking value and productivity through social technologies
, July 2012.
|
6
|
See note 5 above.
|
7
|
Dave Wright,
3 Automation Initiatives to Boost Corporate Productivity
, April 25, 2016, www.enterpriseappstoday.com/management-software/3-automation-initiatives-to-boost-corporate-productivity.html (last accessed March 23, 2018).
|
•
|
single solution providing unified planning, capturing, managing, automating, and reporting capabilities across a broad range of use cases;
|
•
|
automated application of business logic to repetitive elements of workflows and task accountability;
|
•
|
real-time, consistent insight into actionable data among internal users and external collaborators;
|
•
|
easy to deploy, configure, use, and modify by employees who lack coding ability;
|
•
|
integrated with other systems, collaboration tools, and applications;
|
•
|
enterprise-grade security capabilities to support data protection and compliance; and
|
•
|
scalable to meet the needs of organizations of any size.
|
|
8
|
Forrester Research, Inc.,
C-Suite Tech Purchasing Patterns
, May 15, 2017.
|
|
|
10
|
See note 1 above.
|
|
11
|
See note 3 above.
|
•
|
create a Smartdashboard with links to all Smartprojects within the line of business;
|
•
|
access the Smartdashboard from a desktop or mobile device; and
|
•
|
review the progress of each relevant project in real-time through graphical and text information, and can see detailed status at the project and workflow level.
|
•
|
create a landing page for all information related to a new diversity initiative;
|
•
|
without assistance from IT, set up a Smartportal that includes links
to an employee focus group calendar in Smartcalendar, use Smartforms for collecting attendee names and information, view the percentage of engaged employees in Smartdashboards
; and
|
•
|
add links to external websites and company resources for diverse employees.
|
•
|
a construction company collects vendor information through Smartforms;
|
•
|
a team member uses Smartcards’ Kanban Boards view to prioritize and manage materials fulfillment from assignment through completion;
|
•
|
the team edits details of their material needs directly through Smartcards, incorporating symbols and color coding to indicate priority, and moves specific workflows into designated categories and rows; and
|
•
|
drives the fulfillment process.
|
•
|
kick off an important client initiative by building relevant column types, dependent rows, and conditional formatting;
|
•
|
attach critical documents directly to the grid and provide context using row comments;
|
•
|
set notifications to internal team when key milestones are approaching; and
|
•
|
share progress with clients by sharing individual rows or publishing the grid on regular intervals until project is complete.
|
•
|
input process flows and milestones related to a new company initiative;
|
•
|
assign each step to an individual;
|
•
|
view start date, end date, and time to completion;
|
•
|
track status of each deliverable graphically through a Gantt chart view;
|
•
|
attach related files from Microsoft OneDrive, Google Drive, Box, and Dropbox;
|
•
|
create an automated request for weekly updates sent to assigned individuals; and
|
•
|
set up a Smartdashboard to view progress made on assigned work in real-time.
|
•
|
a brand manager aligns her team on the timing of key workflows for a new marketing campaign;
|
•
|
the Smartcalendars automatically visualize the key milestones and timing of workflows using data provided by Smartprojects; and
|
•
|
changes that the manager and her team make in the Smartcalendar are automatically reflected in the Smartsheet data.
|
•
|
a real estate company uses a Smartform to gather information about a new client, including their contact information, details regarding their property, and proposed sale price range;
|
•
|
the client fills out the fields and submits images of their property in a Smartform;
|
•
|
information received is then populated in a Smartproject for the local advertising team; and
|
•
|
the local advertising team creates automated actions when the form is received to start additional workflows, such as assigning a professional photographer and agent.
|
•
|
an employee creates an equipment purchase request for procurement using a Smartform;
|
•
|
the procurement leader sets a condition where requests over a certain dollar amount trigger an automated approval request to the employee’s manager;
|
•
|
the manager receives an approval request via an alert on her desktop or mobile device;
|
•
|
the manager automatically approves or denies a request through a link to Smartsheet; and
|
•
|
once the purchase is approved or denied, the employee will be automatically notified.
|
•
|
sign into Smartsheet using a Google account;
|
•
|
import Gmail contacts to assign responsibilities, share sheets, and communicate via Google Hangouts;
|
•
|
store files in Google Drive and access them through Smartprojects;
|
•
|
sync key dates in Smartprojects to Google Calendar;
|
•
|
access Smartsheet through the Google App on Android;
|
•
|
import and export data between Smartprojects and Google Sheets; and
|
•
|
send Google Forms responses directly to Smartprojects using Smartsheet Sync.
|
•
|
customize a
Smartproject to ingest relevant software development fields from Atlassian Jira;
|
•
|
view, share, and edit a set of issues linked between Jira and Smartsheet;
|
•
|
all data is updated in real-time, giving teams up-to-date visibility into software development processes; and
|
•
|
make bulk changes and synchronize data automatically between Jira and Smartsheet.
|
•
|
a customer engages in a needs assessment for the design of a construction schedule for new store openings;
|
•
|
the customer works with our professional services staff to design project management templates for construction managers, real estate personnel, project managers, IT, executives, and contractors to plan openings, assign responsibilities, track progress, track issues, and manage the budget;
|
•
|
the solution is rolled out to all stakeholders and used to manage store openings across 100+ locations;
|
•
|
when the customer decides to open a new store, Control Center will automatically generate a Smartdashboard and a Smartportal to ensure the process is executed in a consistent manner; and
|
•
|
Control Center can be easily extended to support additional processes for adjacent use cases, including real estate sourcing, employee onboarding, vendor sourcing, vendor relationship tracking, and materials budgeting.
|
•
|
ease of deployment and use of applications;
|
•
|
product features, quality and functionality;
|
•
|
ability to automate processes;
|
•
|
ability to integrate with other applications and systems;
|
•
|
capability for customization, configurability, integration, security, scalability, and reliability of applications and solutions;
|
•
|
vision for the market and product innovation;
|
•
|
size of customer base and level of user adoption;
|
•
|
pricing and total cost of ownership;
|
•
|
strength of sales and marketing efforts;
|
•
|
brand awareness and reputation; and
|
•
|
customer experience, including support.
|
Name
|
|
Age
|
|
Position(s)
|
Executive Officers:
|
|
|
|
|
Mark P. Mader
|
|
47
|
|
President, Chief Executive Officer and Director
|
Jennifer E. Ceran
|
|
54
|
|
Chief Financial Officer
|
Michael Arntz
|
|
56
|
|
Senior Vice President of Worldwide Field Operations
|
Andrew Lientz
|
|
45
|
|
Senior Vice President of Engineering
|
Gene M. Farrell
|
|
51
|
|
Senior Vice President of Product
|
Kara Hamilton
|
|
50
|
|
Senior Vice President of People Operations
|
Paul Porrini
|
|
56
|
|
General Counsel
|
Non-Employee Directors:
|
|
|
|
|
Geoffrey T. Barker
|
|
56
|
|
Chair of the Board
|
Brent Frei
|
|
51
|
|
Director
|
Elena Gomez
|
|
48
|
|
Director
|
Ryan Hinkle
|
|
36
|
|
Director
|
Matthew McIlwain
|
|
53
|
|
Director
|
James N. White
|
|
56
|
|
Director
|
Magdalena Yesil
|
|
59
|
|
Director
|
|
(1)
|
Member of the audit committee.
|
(2)
|
Member of the compensation committee.
|
(3)
|
Member of the nominating and corporate governance committee.
|
•
|
the Class I directors will be Mark P. Mader, Elena Gomez and Magdalena Yesil, and their terms will expire at the first annual meeting of shareholders to be held after completion of this offering;
|
•
|
the Class II directors will be Matthew McIlwain, Geoffrey T. Barker and James N. White, and their terms will expire at the second annual meeting of shareholders to be held after completion of this offering; and
|
•
|
the Class III directors will be Brent Frei and Ryan Hinkle, and their terms will expire at the third annual meeting of shareholders to be held after completion of this offering.
|
•
|
selecting a firm to serve as the independent registered public accounting firm to audit our consolidated financial statements;
|
•
|
ensuring the independence of the independent registered public accounting firm;
|
•
|
discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and the independent accountants, our interim and year-end operating results;
|
•
|
establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters;
|
•
|
considering the adequacy of our internal control and internal audit function;
|
•
|
reviewing related-party transactions and proposed waivers; and
|
•
|
approving or, as permitted, pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm.
|
•
|
reviewing and approving, or recommending that our board of directors approve, the compensation of our executive officers;
|
•
|
reviewing and recommending to our board of directors the compensation of our directors;
|
•
|
reviewing and recommending to our board of directors the terms of any compensatory agreements with our executive officers;
|
•
|
administering our stock and equity incentive plans;
|
•
|
reviewing and approving, or making recommendations to our board of directors with respect to, incentive compensation and equity plans; and
|
•
|
reviewing our overall compensation philosophy.
|
•
|
identifying and recommending candidates for membership on our board of directors;
|
•
|
reviewing and recommending our corporate governance guidelines and policies;
|
•
|
reviewing proposed waivers of the code of conduct for directors and executive officers;
|
•
|
overseeing the process of evaluating the performance of our board of directors; and
|
•
|
assisting our board of directors on corporate governance matters.
|
Name
|
|
Option Awards
(1)
|
|
Total
|
||||
Geoffrey T. Barker
(2)
|
|
$
|
—
|
|
|
$
|
—
|
|
Brent Frei
(3)
|
|
—
|
|
|
—
|
|
||
Elena Gomez
(4)
|
|
301,025
|
|
|
301,025
|
|
||
Ryan Hinkle
|
|
—
|
|
|
—
|
|
||
Matthew McIlwain
|
|
—
|
|
|
—
|
|
||
James N. White
|
|
—
|
|
|
—
|
|
||
Magdalena Yesil
(5)
|
|
301,720
|
|
|
301,720
|
|
|
(1)
|
The amounts reported in this column represent the aggregate grant date fair value of the stock options granted to our directors during the year ended January 31, 2018 as computed in accordance with Accounting Standards Codification Topic 718. The assumptions used in calculating the aggregate grant date fair value of the stock options reported in this column are set forth in Note 12 to our consolidated financial statements included elsewhere in this prospectus. The amounts reported in this column reflect the accounting cost for these stock options, and do not correspond to the actual economic value that may be received by our directors from the stock options.
|
(2)
|
As of January 31, 2018, Mr. Barker held options for the purchase of 225,000 shares of our Class B common stock, all of which were vested as of such date.
|
(3)
|
As of January 31, 2018, Mr. Frei held options for the purchase of 25,000 shares of our Class B common stock, all of which were unvested as of such date.
|
(4)
|
As of January 31, 2018, Ms. Gomez held options for the purchase of 130,000 shares of our Class B common stock, 10,833 shares of which were vested as of such date.
|
(5)
|
As of January 31, 2018, Ms. Yesil held options for the purchase of 130,000 shares of our Class B common stock, 21,666 of which were vested as of such date.
|
•
|
audit committee chair: $20,000;
|
•
|
audit committee member: $8,000;
|
•
|
compensation committee chair: $10,000;
|
•
|
compensation committee member: $5,000;
|
•
|
nominating and governance committee chair: $7,500; and
|
•
|
nominating and governance committee member: $3,500.
|
•
|
Mark P. Mader, President, Chief Executive Officer and Director;
|
•
|
Gene M. Farrell, Senior Vice President of Product; and
|
•
|
Kara Hamilton, Senior Vice President of People Operations.
|
Name and Principal Position
|
|
Fiscal Year
|
|
Salary
|
|
Option
Awards
(1)
|
|
Non-Equity Incentive Plan Compensation
(2)
|
|
Total
|
||||||||
Mark P. Mader
|
|
2018
|
|
$
|
325,000
|
|
|
$
|
1,419,923
|
|
|
$
|
153,200
|
|
|
$
|
1,898,123
|
|
President and Chief Executive Officer
|
|
2017
|
|
263,818
|
|
|
—
|
|
|
75,945
|
|
|
339,763
|
|
||||
Gene M. Farrell
|
|
2018
|
|
216,667
(3)
|
|
|
2,382,577
|
|
|
90,625
|
|
|
2,689,869
|
|
||||
Senior Vice President of Product
|
|
|
|
|
|
|
|
|
|
|
||||||||
Kara Hamilton
|
|
2018
|
|
230,000
|
|
|
642,878
|
|
|
54,000
|
|
|
926,878
|
|
||||
Senior Vice President of People Operations
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The amounts reported in this column represent the aggregate grant date fair value of the stock options granted to our named executive officers during the year ended January 31, 2018 as computed in accordance with Accounting Standards Codification Topic 718. The assumptions used in calculating the aggregate grant date fair value of the stock options reported in this column are set forth in Note 12 to our consolidated financial statements included in this prospectus. The amounts reported in this column reflect the accounting cost for these stock options, and do not correspond to the actual economic value that may be received by our named executive officers from the stock options.
|
(2)
|
For additional information regarding non-equity incentive plan compensation, see the section titled “—Non-Equity Incentive Plan Compensation.”
|
(3)
|
Mr. Farrell was hired in June 2017 with an annual salary of $325,000.
|
|
|
Option Awards
|
||||||||||||
|
|
Vesting
Commencement
Date
|
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
|
|
Option
Exercise
Price
|
|
Option
Expiration
Date
|
||||
Name
|
|
|
|
|
||||||||||
Mark P. Mader
|
|
1/1/2014
(1)
|
|
51,654
|
|
|
—
|
|
|
$
|
0.980
|
|
|
2/21/2024
|
|
|
1/1/2015
(1)
|
|
47,916
|
|
|
25,000
(3)(6)
|
|
|
1.380
|
|
|
2/18/2025
|
|
|
|
2/1/2017
(2)
|
|
—
|
|
|
800,000
(4)(6)
|
|
|
3.730
|
|
|
3/16/2027
|
|
Gene M. Farrell
|
|
6/1/2017
(2)
|
|
—
|
|
|
1,000,000
(5)(6)
|
|
|
5.280
|
|
|
8/8/2027
|
|
Kara Hamilton
|
|
9/1/2012
(1)
|
|
69,928
|
|
|
—
|
|
|
0.712
|
|
|
2/20/2023
|
|
|
|
1/1/2014
(1)
|
|
15,000
|
|
|
—
|
|
|
0.980
|
|
|
2/21/2024
|
|
|
|
1/1/2015
(1)
|
|
7,500
|
|
|
2,500
(3)(6)
|
|
|
1.380
|
|
|
2/18/2025
|
|
|
|
2/1/2016
(2)
|
|
4,072
|
|
|
4,428
(3)(6)
|
|
|
2.460
|
|
|
3/30/2026
|
|
|
|
2/1/2017
(2)
|
|
—
|
|
|
65,000
(5)(6)
|
|
|
3.730
|
|
|
3/16/2027
|
|
|
|
1/1/2018
(2)
|
|
—
|
|
|
125,000
(5)(6)
|
|
|
7.400
|
|
|
1/29/2028
|
|
(1)
|
These outstanding equity awards were granted under our 2005 Plan.
|
(2)
|
These outstanding equity awards were granted under our 2015 Plan.
|
(3)
|
Vests with respect to 25% of the shares underlying the option on the one-year anniversary of the vesting commencement date and the remaining 75% of the shares underlying the option vest in equal monthly installments over three years.
|
(4)
|
Vests with respect to 25% of the shares underlying the option on the one-year anniversary of the vesting commencement date and the remaining 75% of the shares underlying the option vest in equal monthly installments over three years.
|
(5)
|
Vests with respect to 20% of the shares underlying the option on the one-year anniversary of the vesting commencement date, and the remaining 80% of the shares vest (a) 2.0833% monthly during the second and fourth years of vesting and (b) 2.5% monthly during the third year of vesting.
|
(6)
|
Subject to acceleration in the event of a qualifying termination or change of control of our company under each named executive officer’s Change in Control Agreement, as discussed in “—Potential Payments upon Termination or Change in Control” above.
|
•
|
shares subject to options or SARs granted under our 2018 Plan that cease to be subject to the option or SAR for any reason other than exercise of the option or SAR;
|
•
|
shares subject to awards granted under our 2018 Plan that are subsequently forfeited or repurchased by us at the original issue price;
|
•
|
shares subject to awards granted under our 2018 Plan that otherwise terminate without such shares being issued;
|
•
|
shares subject to awards granted under our 2018 Plan that are surrendered, canceled, or exchanged for cash or a different award (or a combination thereof);
|
•
|
shares subject to awards granted under our 2005 Plan and our 2015 Plan prior to the termination of the 2005 Plan and 2015 Plan, respectively, that cease to be subject to such awards by forfeiture or otherwise after the termination of the 2005 Plan and 2015 Plan, respectively;
|
•
|
shares issued under our 2005 Plan and our 2015 Plan before or after the termination of the 2005 Plan and 2015 Plan, respectively, pursuant to the exercise of stock options that are forfeited after the termination of the 2005 Plan and 2015 Plan, respectively;
|
•
|
shares issued under our 2005 Plan and our 2015 Plan that are repurchased by us at the original issue price; and
|
•
|
shares subject to awards under our 2005 Plan, our 2015 Plan or our 2018 Plan that are used to pay the exercise price of an option or withheld to satisfy the tax withholding obligations related to any award.
|
•
|
shares of our Class B common stock that were either reserved, but not issued under the 2015 Plan as of the date of this prospectus, or issued under the 2005 Plan or 2015 Plan and later become available for grant under our 2018 Plan, either as set forth above, shall be issued under the 2018 Plan only as shares of Class A common stock.
|
Name of Related Party
|
|
Shares of Series F Convertible
Preferred Stock
|
|
Total
Purchase Price
|
|||
Affiliates of Insight Venture Partners VII, L.P.
(1)
|
|
3,612,934
|
|
|
$
|
29,999,997
|
|
Affiliates of Madrona Venture Fund IV, L.P.
(2)
|
|
782,802
|
|
|
6,499,996
|
|
|
Sutter Hill Ventures, a California Limited Partnership
(3)
|
|
312,000
|
|
|
2,590,692
|
|
|
Jennifer E. Ceran
(4)
|
|
120,431
|
|
|
1,000,000
|
|
|
Michael Arntz
(5)
|
|
48,172
|
|
|
399,996
|
|
|
The Juan L. Gomez and Elena C. Gomez Declaration of Trust Dated April 2, 2009, Juan L. Gomez and Elena C. Gomez, Trustee
(6)
|
|
30,107
|
|
|
249,993
|
|
|
Magdalena Yesil, Trustee of the Justin Yeshil Wickett Trust dated December 10, 1990
(7)
|
|
15,053
|
|
|
124,993
|
|
|
Magdalena Yesil, Trustee of the Troy Kevork Wickett Trust dated December 10, 1990
(8)
|
|
15,054
|
|
|
125,001
|
|
|
(1)
|
Insight and its affiliates beneficially own more than 5% of our capital stock. Ryan Hinkle, a member of our board of directors, is a Managing Director of Insight.
|
(2)
|
Madrona Venture Fund IV, L.P., or Madrona, and its affiliates beneficially own more than 5% of our capital stock. Matthew McIlwain, a member of our board of directors, is a Managing Director of Madrona.
|
(3)
|
Sutter Hill Ventures, or Sutter Hill, beneficially own more than 5% of our capital stock. James N. White, a member of our board of directors, is a Managing Director of Sutter Hill.
|
(4)
|
Ms. Ceran is our Chief Financial Officer.
|
(5)
|
Mr. Arntz is our Senior Vice President of Worldwide Field Operations.
|
(6)
|
Elena Gomez, a member of our board of directors, is a Trustee for The Juan L. Gomez and Elena C. Gomez Declaration of Trust Dated April 2, 2009, Juan L. Gomez and Elena C. Gomez, Trustee.
|
(7)
|
Magdalena Yesil, a member of our board of directors, is a Trustee for Magdalena Yesil, Trustee of the Justin Yeshil Wickett Trust dated December 10, 1990.
|
(8)
|
Magdalena Yesil, a member of our board of directors, is a Trustee for Magdalena Yesil, Trustee of the Troy Kevork Wickett Trust dated December 10, 1990.
|
•
|
each of our named executive officers;
|
•
|
each of our directors;
|
•
|
all of our directors and executive officers as a group;
|
•
|
each person known by us to be the beneficial owner of more than 5% of our outstanding shares of Class A or Class B common stock; and
|
•
|
each selling shareholder.
|
|
*
|
Less than 1%.
|
(1)
|
Percentage of total voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, as a single class. The holders of our Class B common stock are entitled to 10 votes per share, and the holders of our Class A common stock are entitled to one vote per share. See the section titled “Description of Capital Stock—Common Stock” for additional information about the voting rights of our Class A common stock and Class B common stock.
|
(2)
|
Represents (a) 1,419,254 shares of Class B common stock, (b) 126,250 shares of Class B common stock held by each of the (i) T77A Trust dated January 30, 2018, Michael Mader, Trustee and (ii) T49C Trust dated January 30, 2018, Michael Mader, Trustee, trusts for the benefit of Mr. Mader’s children, and (c) 357,903 shares underlying options to purchase Class B common stock that are exercisable within 60 days of March 15, 2018.
|
(3)
|
Represents 118,354 shares underlying options to purchase Class B common stock that are exercisable within 60 days of March 15, 2018.
|
(4)
|
Represents (a) 1,531,580 shares of Class B common stock and (b) 225,000 shares underlying options to purchase Class B common stock that are exercisable within 60 days of March 15, 2018.
|
(5)
|
Represents (a) 7,286,227 shares of Class B common stock, of which 1,755,805 shares are subject to a pledge agreement to secure certain obligations of Mr. Frei, (b) 25,000 shares of Class B common stock held by each of the (i) Samantha Frei Irrevocable Trust dated January 7, 2018, Mark A. Frei, Trustee, (ii) Sofia Frei Irrevocable Trust dated January 7, 2018, Mark A. Frei, Trustee, (iii) Tessa Frei Irrevocable Trust dated January 7, 2018, Mark A. Frei, Trustee, (iv) Thomas Frei Irrevocable Trust dated January 7, 2018, Mark A. Frei, Trustee, and (v) Tucker Frei Irrevocable Trust dated January 7, 2018, Mark A. Frei, Trustee, trusts for the benefit of Mr. Frei’s children, (c) 100,000 shares of Class B common stock held by each of the (i) CC GRAT of 2017, Brent Frei, Trustee, (ii) KF GRAT of 2017, Brent Frei, Trustee, (iii) MF GRAT of 2017, Brent Frei, Trustee, (iv) SD GRAT of 2017, Brent Frei, Trustee, and (v) Frei GRAT of 2017, Brent Frei, Trustee, grantor annuity trusts for the benefit of Mr. Frei, and (d) 8,333 shares underlying options to purchase Class B common stock that are exercisable within 60 days of March 15, 2018.
|
(6)
|
Represents (a) 30,107 shares of Class B common stock held by The Juan L. Gomez and Elena C. Gomez Declaration of Trust Dated April 2, 2009, Juan L. Gomez and Elena C. Gomez, Trustees, and (b) 25,277 shares underlying options to purchase Class B common stock that are exercisable within 60 days of March 15, 2018.
|
(7)
|
Represents (a) 13,906,902 shares of Class B common stock held by Insight Venture Partners VII, L.P., or Insight VII, (b) 6,122,102 shares of Class B common stock held by Insight Venture Partners (Cayman) VII, L.P., or Insight Cayman, (c) 7,500,479 shares of Class B common stock held by Insight Venture Partners Coinvestment Fund II, L.P., or Insight Coinvestment, (d) 321,875 shares of Class B common stock held by Insight Venture Partners VII (Co-Investors), L.P., or Insight Co-Investors, and (e) 879,649 shares of Class B common stock held by Insight Venture Partners (Delaware) VII, L.P., or Insight Delaware. Insight Venture Associates VII, Ltd., or Insight Associates Ltd., is the general partner of Insight
|
(8)
|
Represents (a) 20,221,505 shares of Class B common stock held by Madrona Venture Fund III, L.P., or Madrona Fund III, (b) 807,816 shares of Class B common stock held by Madrona Venture Fund III-A, L.P., or Madrona Fund III-A, (c) 4,230,382 shares of Class B common stock held by Madrona Venture Fund IV, L.P., or Madrona Fund IV, and (d) 107,814 shares of Class B common stock held by Madrona Venture Fund IV-A, L.P., or Madrona Fund IV-A. Matthew McIlwain, a member of our board of directors, Tom Alberg, Paul Goodrich Tim Porter, Scott Jacobson, and Len Jordan are the managing directors of Madrona III General Partner, LLC, or Madrona III LLC, which is the general partner of Madrona Investment Partners III, L.P., or Madrona Partners III, which in turn is the general partner of each of Madrona Fund III and Madrona Fund III-A. In addition, Messrs. Goodrich, Alberg, McIlwain, Porter, Jacobson, and Jordan are the managing directors of Madrona IV General Partner, LLC, or Madrona IV LLC, which is the general partner of Madrona Investment Partners IV, L.P., or Madrona Partners IV, which in turn is the general partner of each of Madrona Fund IV and Madrona Fund IV-A. Messrs. Goodrich, Alberg, McIlwain, Porter, Jacobson, and Jordan have shared voting and dispositive power over the shares held by Madrona Fund III, Madrona Fund III-A, Madrona Fund IV, and Madrona Fund IV-A. The address of Madrona Venture Group is 999 Third Avenue, 34th Floor, Seattle, Washington 98104.
|
(9)
|
Represents 4,802,017 shares of Class B common stock held by Sutter Hill Ventures, a California Limited Partnership, or Sutter Hill. James N. White, a member of our board of directors, Jeffrey Bird, Tench Coxe, Stefan Dyckerhoff, Samuel Pullara III, and Michael Speiser are members of Sutter Hill Ventures, L.L.C., which is the general partner of Sutter Hill, and share voting and dispositive power over the shares held by Sutter Hill. The address of Sutter Hill is 755 Page Mill Road, Suite A-200, Palo Alto, California 94304.
|
(10)
|
Represents (a) 35,755 shares of Class B common stock held by Magdalena Yesil, Trustee of the Justin Yeshil Wickett Trust dated December 10, 1990, (b) 35,757 shares of Class B common stock held by Magdalena Yesil, Trustee of the Troy Kevork Wickett Trust dated December 10, 1990, and (c) 36,111 shares underlying options to purchase Class B common stock that are exercisable within 60 days of March 15, 2018.
|
(11)
|
Represents (a) 70,340,838 shares of Class B common stock and (b) 1,961,323 shares underlying options to purchase Class B common stock that are exercisable within 60 days of March 15, 2018.
|
•
|
no shares of our Class A common stock;
|
•
|
88,760,473
shares of our Class B common stock, held by approximately 189 shareholders of record;
|
•
|
13,355,439
shares of our Class B common stock issuable upon exercise of outstanding stock options; and
|
•
|
137,270
shares of our Class B common stock issuable upon exercise of a warrant.
|
•
|
effect an exchange or reclassification of shares of the class into shares of another class that would adversely affect the holders of the exchanged or reclassified class;
|
•
|
change the issued and outstanding shares of the class into a different number of shares of the same class, that would adversely affect the holders of the class;
|
•
|
limit or deny an existing preemptive right of all or part of the shares of the class;
|
•
|
cancel or otherwise adversely affect rights to distributions or dividends that have accumulated but have not yet been declared on all or part of the shares of the class; or
|
•
|
effect a redemption or cancellation of all or part of the shares of the class in exchange for cash or any other form of consideration other than shares of our capital stock.
|
•
|
a merger or consolidation with, disposition of assets to, or issuance or redemption of stock to or from the acquiring person;
|
•
|
termination of 5% or more of the employees of the target corporation employed in Washington, whether at one time or over a five-year period as a result of the acquiring person’s acquisition of 10% or more of the shares; or
|
•
|
allowing the acquiring person to receive any disproportionate benefit as a shareholder.
|
•
|
beginning on the date of this prospectus, all of the shares sold in this offering will be immediately available for sale in the public market;
|
•
|
beginning 181 days after the date of this prospectus, additional shares will become eligible for sale in the public market, of which shares will be held by affiliates and subject to the volume and other restrictions of Rule 144, as described below; and
|
•
|
the remainder of the shares will be eligible for sale in the public market from time to time thereafter upon subject to vesting and, in some cases, to the volume and other restrictions of Rule 144, as described below.
|
•
|
one percent of the number of shares of our Class A common stock then outstanding, which will equal approximately shares immediately after this offering; and
|
•
|
the average weekly trading volume of our Class A common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale.
|
•
|
insurance companies, banks and other financial institutions;
|
•
|
tax-exempt organizations (including private foundations) and tax-qualified retirement plans;
|
•
|
foreign governments and international organizations;
|
•
|
broker-dealers and traders in securities;
|
•
|
U.S. expatriates and certain former citizens or long-term residents of the United States;
|
•
|
persons that own, or are deemed to own, more than 5% of our capital stock;
|
•
|
“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;
|
•
|
persons that hold our Class A common stock as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or integrated investment or other risk reduction strategy;
|
•
|
persons who do not hold our Class A common stock as a capital asset within the meaning of Section 1221 of the Code (generally, for investment purposes); and
|
•
|
partnerships and other pass-through entities, and investors in such pass-through entities (regardless of their places of organization or formation).
|
Name
|
|
Number of Shares
|
Morgan Stanley & Co. LLC
|
|
|
J.P. Morgan Securities LLC
|
|
|
Jefferies LLC
|
|
|
RBC Capital Markets, LLC
|
|
|
Canaccord Genuity LLC
|
|
|
William Blair & Company, L.L.C.
|
|
|
SunTrust Robinson Humphrey, Inc.
|
|
|
Total
|
|
|
|
|
|
Total
|
||
|
Per
Share
|
|
No Exercise
|
|
Full Exercise
|
Public offering price
|
$
|
|
$
|
|
$
|
Underwriting discounts and commissions to be paid by:
|
|
|
|
|
|
Us
|
$
|
|
$
|
|
$
|
The selling shareholders
|
$
|
|
$
|
|
$
|
Proceeds, before expenses, to us
|
$
|
|
$
|
|
$
|
Proceeds, before expenses, to the selling shareholders
|
$
|
|
$
|
|
$
|
•
|
offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock or publicly announce the intention to enter into any such transaction;
|
•
|
file any registration statement with the SEC relating to the offering of any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock; or
|
•
|
enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock;
|
•
|
the sale of shares of Class A common stock pursuant to the underwriting agreement;
|
•
|
transfers of shares of common stock or any security convertible into or exercisable or exchangeable for common stock (1) as a bona fide gift, or gifts, or for bona fide estate planning purposes; (2) upon death or by will, testamentary document or intestate succession; (3) to an immediate family member or a trust for the direct or indirect benefit of the security holder or one or more immediate family members of the security holder; (4) not involving a change in beneficial ownership; or (5) if the security holder is a trust, to a trustor, trustee or beneficiary of the trust or to the estate of a trustor, trustee or beneficiary of such trust;
|
•
|
transfers, distributions or dispositions of shares of common stock or any security convertible into or exercisable or exchangeable for common stock by a security holder that is a corporation, partnership, limited liability company or other business entity (1) to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or managed by or is under common control with such security holder or (2) as part of a distribution, transfer or disposition without consideration by such security holder to its shareholders, partners, members or other equityholders;
|
•
|
the exercise of options or other equity awards under an equity award plan described in this prospectus or the exercise of warrants outstanding as of the date of this prospectus and described in this prospectus, in each case by a security holder, provided that no filing under Section 16(a) of the Exchange Act is required or voluntarily made in connection with such transfer or disposition within 60 days after the date of this prospectus, and after such 60th day, any filing under Section 16(a) of the Exchange Act shall clearly indicate in the footnotes thereto that (1) the filing relates to the transfer or disposition described in this paragraph, (2) no shares were sold by the reporting person, and (3) the shares are subject to a lock-up agreement;
|
•
|
transfers of shares of common stock or any securities convertible into common stock by a security holder to us upon a vesting event of our securities or upon the exercise of options or warrants to purchase our securities, in each case on a “cashless exercise” or “net exercise” basis to the extent permitted by the instruments representing such options or warrants so long as such “cashless exercise” or “net exercise” is effected solely by the surrender of outstanding options or warrants to us and our cancellation of all or a portion thereof to pay the exercise price or withholding tax and remittance obligations, provided that no filing under Section 16(a) of the Exchange Act is required or voluntarily made in connection with such transfer or disposition within 60 days after the date of this prospectus, and after such 60th day, any filing under Section 16(a) of the Exchange Act shall clearly indicate in the footnotes thereto that (1) the filing relates to the transfer or disposition described in this paragraph and (2) no shares were sold by the reporting person;
|
•
|
transfers of shares of common stock or any securities convertible into or exercisable or exchangeable for common stock that occurs by operation of law pursuant to a qualified domestic order in connection with a divorce settlement or other court order; provided that the transferee shall sign and deliver a lock-up agreement and provided further, that no filing under Section 16(a) of the Exchange Act is voluntarily made and, if required to file a report under Section 16(a) of the Exchange Act, such filing shall clearly indicate in the footnotes thereto the nature and conditions of such transfer and that such transfer occurred by operation of law, court order, or in connection with a divorce settlement, as the case may be;
|
•
|
transfers by a security holder of shares of our common stock to us, pursuant to arrangements under which we have the option to repurchase such shares at the lower of cost or fair market value or a right of first refusal with respect to transfers of such shares, in each case upon termination of employment or service of such shareholder with us provided, that, no filing under Section 16(a) of the Exchange Act is voluntarily made and, if required to file a report under Section 16(a) of the Exchange Act, such filing shall clearly indicate in the footnotes thereto that the filing relates to the transfer of shares in connection with the repurchase of the shareholder’s shares or exercise of our right of first refusal in connection with the termination of the shareholder’s service with us pursuant to contractual agreements with us, as applicable;
|
•
|
the conversion or reclassification of the outstanding convertible preferred stock or other classes of our common stock into shares of Class B common stock in connection with the consummation of the offering and the conversion of Class B common stock to Class A common stock in accordance with our amended and restated articles of incorporation, provided that any such shares of common stock received upon such conversion or reclassification shall remain subject to the restrictions described above;
|
•
|
transfers of shares of our common stock or any security convertible into or exercisable or exchangeable for common stock by a security holder pursuant to a bona fide tender offer, merger, consolidation or other similar transaction that is approved by our board of directors, made to all holders of our common stock involving a change of control; provided that in the event that the tender offer, merger, consolidation or other
|
•
|
transactions by any person other than us relating to shares of Class A common stock or other securities acquired in this offering or in open market transactions after the completion of this offering, provided that no filing under Section 16(a) of the Exchange Act is required or voluntarily made during the restricted period in connection with subsequent sales of the Class A common stock or other securities acquired in this offering or in such open market transactions; or
|
•
|
the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of common stock; provided that (1) such plan does not provide for the transfer of common stock during the restricted period and (2) to the extent a public announcement or filing under the Exchange Act, if any, is required or voluntarily made regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of common stock may be made under such plan during the restricted period;
|
(a)
|
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
|
(b)
|
to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or
|
(c)
|
in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of shares of our Class A common stock shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.
|
(a)
|
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, or FSMA, received by it in connection with the issue or sale of the shares of our Class A common stock in circumstances in which Section 21(1) of the FSMA does not apply to us; and
|
(b)
|
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares of our Class A common stock in, from or otherwise involving the United Kingdom.
|
•
|
to persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money;
|
•
|
to persons who in all the circumstances can properly be regarded as having been selected otherwise than as members of the public;
|
•
|
to persons who are each required to pay a minimum subscription price of at least NZ$500,000 for the shares before the allotment of those shares (disregarding any amounts payable, or paid, out of money lent by the issuer or any associated person of the issuer); or
|
•
|
in other circumstances where there is no contravention of the Securities Act 1978 of New Zealand (or any statutory modification or re-enactment of, or statutory substitution for, the Securities Act 1978 of New Zealand).
|
(a)
|
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
|
(b)
|
a trust (where the trustee is not an accredited investor) the sole purpose of which is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares of Class A common stock pursuant to an offer made under Section 275 of the SFA except:
|
(1)
|
to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
|
(2)
|
where no consideration is or will be given for the transfer;
|
(3)
|
where the transfer is by operation of law;
|
(4)
|
as specified in Section 276(7) of the SFA; or
|
(5)
|
as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.
|
|
Page
|
|
Year Ended January 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
|
|
|
|
|
|
||||||
Revenue
|
|
|
|
|
|
||||||
Subscription
|
$
|
39,568
|
|
|
$
|
62,416
|
|
|
$
|
100,368
|
|
Professional services
|
1,183
|
|
|
4,548
|
|
|
10,885
|
|
|||
Total revenue
|
40,751
|
|
|
66,964
|
|
|
111,253
|
|
|||
Cost of revenue
|
|
|
|
|
|
||||||
Subscription
|
6,961
|
|
|
10,117
|
|
|
13,008
|
|
|||
Professional services
|
1,636
|
|
|
4,016
|
|
|
8,674
|
|
|||
Total cost of revenue
|
8,597
|
|
|
14,133
|
|
|
21,682
|
|
|||
Gross profit
|
32,154
|
|
|
52,831
|
|
|
89,571
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Research and development
|
12,900
|
|
|
19,640
|
|
|
37,590
|
|
|||
Sales and marketing
|
28,440
|
|
|
40,071
|
|
|
72,925
|
|
|||
General and administrative
|
5,163
|
|
|
8,275
|
|
|
28,034
|
|
|||
Total operating expenses
|
46,503
|
|
|
67,986
|
|
|
138,549
|
|
|||
Loss from operations
|
(14,349
|
)
|
|
(15,155
|
)
|
|
(48,978
|
)
|
|||
Interest expense and other, net
|
—
|
|
|
(29
|
)
|
|
(435
|
)
|
|||
Net loss before provision (benefit) for income taxes
|
(14,349
|
)
|
|
(15,184
|
)
|
|
(49,413
|
)
|
|||
Provision (benefit) for income taxes
|
—
|
|
|
—
|
|
|
(307
|
)
|
|||
Net loss
|
$
|
(14,349
|
)
|
|
$
|
(15,184
|
)
|
|
$
|
(49,106
|
)
|
Deemed dividend
|
—
|
|
|
—
|
|
|
(4,558
|
)
|
|||
Net loss attributable to common shareholders
|
$
|
(14,349
|
)
|
|
$
|
(15,184
|
)
|
|
$
|
(53,664
|
)
|
Net loss per share attributable to common shareholders, basic and diluted
|
$
|
(1.03
|
)
|
|
$
|
(1.00
|
)
|
|
$
|
(2.94
|
)
|
Weighted-average shares outstanding used to compute net loss per share attributable to common shareholders, basic and diluted
|
13,877
|
|
|
15,241
|
|
|
18,273
|
|
|||
Pro forma net loss per share attributable to common shareholders, basic and diluted (unaudited)
|
|
|
|
|
$
|
(0.62
|
)
|
||||
Weighted-average shares used to compute pro forma net loss per share attributable to common shareholders, basic and diluted (unaudited)
|
|
|
|
|
84,868
|
|
|
Year Ended January 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
|
|
|
|
|
|
||||||
Net loss
|
$
|
(14,349
|
)
|
|
$
|
(15,184
|
)
|
|
$
|
(49,106
|
)
|
Other comprehensive loss
|
|
|
|
|
|
||||||
Unrealized gain (loss) on investments in available-for-sale securities, net of tax
|
19
|
|
|
(18
|
)
|
|
(1
|
)
|
|||
Comprehensive loss
|
$
|
(14,330
|
)
|
|
$
|
(15,202
|
)
|
|
$
|
(49,107
|
)
|
|
January 31,
|
|
Pro Forma January 31,
|
||||||||
|
2017
|
|
2018
|
|
2018
|
||||||
|
|
|
|
|
(unaudited)
|
||||||
Assets
|
|
|
|
|
|
||||||
Current assets
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
22,086
|
|
|
$
|
58,158
|
|
|
|
||
Short-term investments
|
10,149
|
|
|
—
|
|
|
|
||||
Accounts receivable, net of allowances of $104 and $457 at January 31, 2017 and January 31, 2018, respectively
|
5,410
|
|
|
14,870
|
|
|
|
||||
Prepaid expenses and other current assets
|
2,224
|
|
|
4,628
|
|
|
|
||||
Total current assets
|
39,869
|
|
|
77,656
|
|
|
|
|
|||
Long-term assets
|
|
|
|
|
|
||||||
Restricted cash
|
1,927
|
|
|
2,901
|
|
|
|
||||
Deferred commissions
|
5,577
|
|
|
15,291
|
|
|
|
||||
Property and equipment, net
|
8,812
|
|
|
17,237
|
|
|
|
||||
Intangible assets, net
|
43
|
|
|
1,547
|
|
|
|
||||
Goodwill
|
—
|
|
|
445
|
|
|
|
||||
Other long-term assets
|
25
|
|
|
1,527
|
|
|
|
||||
Total assets
|
$
|
56,253
|
|
|
$
|
116,604
|
|
|
|
|
|
Liabilities, convertible preferred stock, and shareholders’ deficit
|
|
|
|
|
|
||||||
Current liabilities
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
1,985
|
|
|
$
|
2,641
|
|
|
|
||
Accrued compensation and related benefits
|
6,787
|
|
|
13,253
|
|
|
|
||||
Other accrued liabilities
|
887
|
|
|
3,061
|
|
|
|
||||
Capital lease payable
|
1,810
|
|
|
2,833
|
|
|
|
||||
Deferred revenue
|
32,646
|
|
|
57,102
|
|
|
|
||||
Total current liabilities
|
44,115
|
|
|
78,890
|
|
|
|
|
|||
Capital lease payable, non-current
|
3,932
|
|
|
3,713
|
|
|
|
||||
Deferred revenue, non-current
|
66
|
|
|
179
|
|
|
|
||||
Convertible preferred stock warrant liability
|
477
|
|
|
1,272
|
|
|
$
|
—
|
|
||
Other long-term liabilities
|
146
|
|
|
604
|
|
|
|
||||
Total liabilities
|
48,736
|
|
|
84,658
|
|
|
83,386
|
|
|||
Commitments and contingencies (Note 14)
|
|
|
|
|
|
||||||
Convertible preferred stock
|
|
|
|
|
|
||||||
Convertible preferred stock, no par value; 61,421,973 shares authorized as of January 31, 2017, and 67,756,647 shares authorized as of January 31, 2018; 61,284,703 shares issued and outstanding with aggregate liquidation preference of $60,617 as of January 31, 2017, and 67,619,377 shares issued and outstanding with aggregate liquidation preference of $113,217 as of January 31, 2018; no shares issued and outstanding as of January 31, 2018, pro forma (unaudited)
|
60,260
|
|
|
112,687
|
|
|
—
|
|
|||
Shareholders’ equity (deficit):
|
|
|
|
|
|
Common stock, no par value; 96,000,000 shares authorized as of January 31, 2017, and 107,679,381 shares authorized as of January 31, 2018; 16,278,895, and 20,280,741 shares issued and outstanding as of January 31, 2017 and 2018, respectively; no shares issued and outstanding as of January 31, 2018, pro forma (unaudited)
|
—
|
|
|
—
|
|
|
|
||||
Class A common stock, no par value; shares authorized as of January 31, 2018 pro forma (unaudited); no shares issued and outstanding as of January 31, 2018 pro forma (unaudited)
|
—
|
|
|
—
|
|
|
|
||||
Class B common stock, no par value; shares authorized as of January 31, 2018 pro forma (unaudited); 88,760,473 shares issued and outstanding as of January 31, 2018 pro forma (unaudited)
|
—
|
|
|
—
|
|
|
|
||||
Additional paid-in capital
|
4,783
|
|
|
25,892
|
|
|
139,851
|
|
|||
Accumulated other comprehensive income
|
1
|
|
|
—
|
|
|
|
||||
Accumulated deficit
|
(57,527
|
)
|
|
(106,633
|
)
|
|
|
||||
Total shareholders’ equity (deficit)
|
(52,743
|
)
|
|
(80,741
|
)
|
|
33,218
|
|
|||
Total liabilities, convertible preferred stock and shareholders’ deficit
|
$
|
56,253
|
|
|
$
|
116,604
|
|
|
$
|
116,604
|
|
|
Convertible Preferred Stock
|
|
|
Common Stock
|
|
Additional Paid-in
Capital
|
|
Accumulated Deficit
|
|
Accumulated
Other Comprehensive Income
(Loss)
|
|
Total Shareholders’ Deficit
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||
Balances at January 31, 2015
|
61,284,703
|
|
|
$
|
60,260
|
|
|
|
13,223,562
|
|
|
$
|
—
|
|
|
$
|
818
|
|
|
$
|
(27,994
|
)
|
|
$
|
—
|
|
|
$
|
(27,176
|
)
|
Stock option exercises
|
—
|
|
|
—
|
|
|
|
1,540,540
|
|
|
—
|
|
|
222
|
|
|
—
|
|
|
—
|
|
|
222
|
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,679
|
|
|
—
|
|
|
—
|
|
|
1,679
|
|
||||||
Comprehensive loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,349
|
)
|
|
19
|
|
|
(14,330
|
)
|
||||||
Balances at January 31, 2016
|
61,284,703
|
|
|
60,260
|
|
|
|
14,764,102
|
|
|
—
|
|
|
2,719
|
|
|
(42,343
|
)
|
|
19
|
|
|
(39,605
|
)
|
||||||
Stock option exercises
|
—
|
|
|
—
|
|
|
|
1,514,793
|
|
|
—
|
|
|
930
|
|
|
—
|
|
|
—
|
|
|
930
|
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,134
|
|
|
—
|
|
|
—
|
|
|
1,134
|
|
||||||
Comprehensive loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,184
|
)
|
|
(18
|
)
|
|
(15,202
|
)
|
||||||
Balances at January 31, 2017
|
61,284,703
|
|
|
60,260
|
|
|
|
16,278,895
|
|
|
—
|
|
|
4,783
|
|
|
(57,527
|
)
|
|
1
|
|
|
(52,743
|
)
|
||||||
Issuance of convertible preferred stock
|
6,334,674
|
|
|
52,427
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock option exercises
|
—
|
|
|
—
|
|
|
|
4,001,846
|
|
|
—
|
|
|
2,645
|
|
|
—
|
|
|
—
|
|
|
2,645
|
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
18,464
|
|
|
—
|
|
|
—
|
|
|
18,464
|
|
||||||
Comprehensive loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49,106
|
)
|
|
(1
|
)
|
|
(49,107
|
)
|
||||||
Balances at January 31, 2018
|
67,619,377
|
|
|
$
|
112,687
|
|
|
|
20,280,741
|
|
|
$
|
—
|
|
|
$
|
25,892
|
|
|
$
|
(106,633
|
)
|
|
$
|
—
|
|
|
$
|
(80,741
|
)
|
|
Year Ended January 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
|
|
|
|
||||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net loss
|
$
|
(14,349
|
)
|
|
$
|
(15,184
|
)
|
|
$
|
(49,106
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Share-based compensation expense
|
1,679
|
|
|
1,134
|
|
|
18,464
|
|
|||
Remeasurement of convertible preferred stock warrant liability
|
127
|
|
|
194
|
|
|
795
|
|
|||
Depreciation of property and equipment
|
563
|
|
|
978
|
|
|
4,019
|
|
|||
Amortization of deferred commission costs
|
995
|
|
|
2,076
|
|
|
4,989
|
|
|||
Gain/loss on disposal of assets
|
—
|
|
|
3
|
|
|
2
|
|
|||
Amortization of intangible assets
|
4
|
|
|
11
|
|
|
57
|
|
|||
Amortization of premiums, accretion of discounts and gain on investments
|
72
|
|
|
137
|
|
|
26
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(1,270
|
)
|
|
(2,829
|
)
|
|
(9,455
|
)
|
|||
Prepaid expenses and other current assets
|
(179
|
)
|
|
(828
|
)
|
|
(1,856
|
)
|
|||
Other long-term assets
|
(33
|
)
|
|
9
|
|
|
(1,022
|
)
|
|||
Accounts payable
|
522
|
|
|
578
|
|
|
704
|
|
|||
Other accrued liabilities
|
246
|
|
|
469
|
|
|
2,014
|
|
|||
Accrued compensation and related benefits
|
1,346
|
|
|
5,052
|
|
|
6,466
|
|
|||
Deferred commissions
|
(2,370
|
)
|
|
(4,908
|
)
|
|
(14,704
|
)
|
|||
Other long-term liabilities
|
63
|
|
|
26
|
|
|
457
|
|
|||
Deferred revenue
|
7,924
|
|
|
13,140
|
|
|
24,569
|
|
|||
Net cash provided by (used in) operating activities
|
(4,660
|
)
|
|
58
|
|
|
(13,581
|
)
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Purchases of letters of credit
|
—
|
|
|
(612
|
)
|
|
(1,000
|
)
|
|||
Reduction of letters of credit
|
—
|
|
|
335
|
|
|
252
|
|
|||
Purchases of property and equipment
|
(1,026
|
)
|
|
(1,820
|
)
|
|
(6,006
|
)
|
|||
Purchases of investments
|
(21,820
|
)
|
|
(5,094
|
)
|
|
—
|
|
|||
Capitalized internal-use software development costs
|
—
|
|
|
—
|
|
|
(3,350
|
)
|
|||
Proceeds from sales of investments
|
—
|
|
|
3,655
|
|
|
900
|
|
|||
Proceeds from maturity of investments
|
—
|
|
|
12,900
|
|
|
9,222
|
|
|||
Payment for business acquisition, net of cash acquired
|
—
|
|
|
—
|
|
|
(1,464
|
)
|
|||
Proceeds from sale of computer equipment
|
—
|
|
|
—
|
|
|
1
|
|
|||
Purchases of intangible assets
|
(58
|
)
|
|
—
|
|
|
(125
|
)
|
|||
Payments for security deposits
|
4
|
|
|
(309
|
)
|
|
(213
|
)
|
|||
Net cash provided by (used in) investing activities
|
(22,900
|
)
|
|
9,055
|
|
|
(1,783
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Payments on principal of capital lease
|
—
|
|
|
(303
|
)
|
|
(2,326
|
)
|
|||
Payments of deferred offering costs
|
—
|
|
|
—
|
|
|
(829
|
)
|
|||
Proceeds from issuance of convertible preferred stock
|
—
|
|
|
—
|
|
|
52,427
|
|
|||
Proceeds from exercise of stock options
|
222
|
|
|
930
|
|
|
2,164
|
|
|||
Net cash provided by financing activities
|
222
|
|
|
627
|
|
|
51,436
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
(27,338
|
)
|
|
9,740
|
|
|
36,072
|
|
|||
Cash and cash equivalents
|
|
|
|
|
|
||||||
Beginning of period
|
39,684
|
|
|
12,346
|
|
|
22,086
|
|
|||
End of period
|
$
|
12,346
|
|
|
$
|
22,086
|
|
|
$
|
58,158
|
|
Supplemental disclosures
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
—
|
|
|
$
|
187
|
|
|
$
|
312
|
|
Purchase of fixed assets under capital lease
|
—
|
|
|
6,045
|
|
|
3,130
|
|
|||
Accrued purchases of property and equipment
|
1
|
|
|
227
|
|
|
181
|
|
|||
Deemed dividends on convertible preferred stock
|
—
|
|
|
—
|
|
|
(4,558
|
)
|
|||
Deferred offering costs, accrued but not yet paid
|
—
|
|
|
—
|
|
|
648
|
|
•
|
identification of the contract, or contracts, with a customer;
|
•
|
identification of the performance obligations in the contract;
|
•
|
determination of the transaction price;
|
•
|
allocation of the transaction price to the performance obligations in the contract; and
|
•
|
recognition of revenue when, or as, the Company satisfies a performance obligation.
|
|
Year ended January 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
12
|
|
|
$
|
24
|
|
|
$
|
104
|
|
Charges, net of reversals
|
12
|
|
|
80
|
|
|
353
|
|
|||
Balance at end of period
|
$
|
24
|
|
|
$
|
104
|
|
|
$
|
457
|
|
Computer equipment
|
3 years
|
Computer software
|
3 years
|
Furniture and fixtures
|
5-7 years
|
|
Year Ended January 31,
|
||||||||||
2016
|
|
2017
|
|
2018
|
|||||||
|
|
|
|
|
|||||||
Numerator:
|
|
|
|
|
|
||||||
Net loss attributable to common shareholders
|
$
|
(14,349
|
)
|
|
$
|
(15,184
|
)
|
|
$
|
(53,664
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average common stock shares outstanding
|
13,877
|
|
|
15,241
|
|
|
18,273
|
|
|||
Net loss per share, basic and diluted
|
$
|
(1.03
|
)
|
|
$
|
(1.00
|
)
|
|
$
|
(2.94
|
)
|
|
Year Ended
January 31, |
||
|
2018
|
||
|
(unaudited)
|
||
Numerator:
|
|
||
Net loss attributable to common shareholders
|
$
|
(53,664
|
)
|
Remeasurement of convertible preferred stock warrant liability
|
795
|
|
|
Pro forma net loss attributable to common shareholders
|
$
|
(52,869
|
)
|
|
|
||
Denominator:
|
|
||
Weighted-average common stock shares outstanding
|
18,273
|
|
|
Pro forma adjustment to reflect assumed conversion of convertible preferred stock upon completion of the Company’s anticipated initial public offering
|
66,595
|
|
|
Pro forma weighted-average common stock shares outstanding
|
84,868
|
|
|
|
|
||
Pro forma net loss per share, basic and diluted
|
$
|
(0.62
|
)
|
|
As of
January 31, |
|
2018
|
||
|
(unaudited)
|
|
Common stock warrant
|
137
|
|
Options to purchase common shares
|
13,355
|
|
Total potentially dilutive shares
|
13,492
|
|
|
As of January 31, 2017
|
||||||||||||||
Amortized Cost
|
|
Unrealized Gain
|
|
Unrealized Loss
|
|
Estimated Fair Value
|
|||||||||
Asset-backed securities
|
$
|
903
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
902
|
|
Commercial paper
|
1,799
|
|
|
—
|
|
|
—
|
|
|
1,799
|
|
||||
Corporate debt securities
|
7,446
|
|
|
3
|
|
|
(1
|
)
|
|
7,448
|
|
||||
Total available-for-sale investments
|
$
|
10,148
|
|
|
$
|
3
|
|
|
$
|
(2
|
)
|
|
$
|
10,149
|
|
|
As of January 31, 2017
|
||||||
Amortized
Cost
|
|
Estimated
Fair Value
|
|||||
Due within one year
|
$
|
10,148
|
|
|
$
|
10,149
|
|
Due between one to five years
|
—
|
|
|
—
|
|
||
|
$
|
10,148
|
|
|
$
|
10,149
|
|
•
|
Level 1:
Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
•
|
Level 2:
Observable inputs, other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
•
|
Level 3:
Unobservable inputs that are supported by little or no market activity.
|
|
Fair Value Measurement
January 31, 2017 |
||||||||||||||
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
18,947
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,947
|
|
Investments:
|
|
|
|
|
|
|
|
||||||||
Asset-backed securities
|
—
|
|
|
902
|
|
|
—
|
|
|
902
|
|
||||
Commercial paper
|
—
|
|
|
1,799
|
|
|
—
|
|
|
1,799
|
|
||||
Corporate debt securities
|
—
|
|
|
7,448
|
|
|
—
|
|
|
7,448
|
|
||||
Total investments:
|
—
|
|
|
10,149
|
|
|
—
|
|
|
10,149
|
|
||||
Total cash equivalents and investments
|
$
|
18,947
|
|
|
$
|
10,149
|
|
|
$
|
—
|
|
|
$
|
29,096
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Convertible preferred stock warrant liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
477
|
|
|
$
|
477
|
|
|
Fair Value Measurement
January 31, 2018 |
||||||||||||||
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||
|
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
55,702
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
55,702
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Convertible preferred stock warrant liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,272
|
|
|
$
|
1,272
|
|
Balance as of January 31, 2016
|
$
|
283
|
|
Increase in fair value of convertible preferred stock warrant
|
194
|
|
|
Balance as of January 31, 2017
|
477
|
|
|
Increase in fair value of convertible preferred stock warrant
|
795
|
|
|
Balance as of January 31, 2018
|
$
|
1,272
|
|
|
January 31,
|
||||||
|
2017
|
|
2018
|
||||
|
|
|
|
||||
Computer equipment
|
$
|
7,903
|
|
|
$
|
12,539
|
|
Computer software, purchased and developed
|
95
|
|
|
3,415
|
|
||
Furniture and fixtures
|
1,793
|
|
|
3,797
|
|
||
Leasehold improvements
|
666
|
|
|
2,659
|
|
||
Total property and equipment
|
10,457
|
|
|
22,410
|
|
||
Less: accumulated depreciation
|
(1,645
|
)
|
|
(5,173
|
)
|
||
Total property and equipment, net
|
$
|
8,812
|
|
|
$
|
17,237
|
|
Goodwill balance as of January 31, 2017
|
$
|
—
|
|
Addition - acquisition of Converse.AI
|
445
|
|
|
Goodwill balance as of January 31, 2018
|
$
|
445
|
|
|
January 31,
|
||||||
|
2017
|
|
2018
|
||||
|
|
|
|
||||
Acquired software technology
|
$
|
—
|
|
|
$
|
1,366
|
|
Acquired customer relationships
|
—
|
|
|
70
|
|
||
Patents
|
45
|
|
|
170
|
|
||
Domain name
|
13
|
|
|
13
|
|
||
Total intangible assets
|
58
|
|
|
1,619
|
|
||
Less: accumulated amortization
|
(15
|
)
|
|
(72
|
)
|
||
Total intangible assets, net
|
$
|
43
|
|
|
$
|
1,547
|
|
Series
|
|
Shares Authorized
|
|
Shares Issued and Outstanding
|
|
Aggregate Liquidation Preference (in thousands)
|
|
Carrying Value (in thousands)
|
|
Liquidation Preference Prices per Share
|
|
Conversion Price per Share
|
|
Annual Dividend per Share (if declared)
|
|
Liquidation Participation Cap per Share
|
||||||||||||||
A
|
|
6,075,000
|
|
|
6,075,000
|
|
|
$
|
486
|
|
|
$
|
480
|
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
0.0064
|
|
|
$
|
0.16
|
|
A-1
|
|
500,000
|
|
|
500,000
|
|
|
80
|
|
|
80
|
|
|
0.16
|
|
|
0.16
|
|
|
0.0128
|
|
|
0.32
|
|
||||||
A-2
|
|
2,750,000
|
|
|
2,750,000
|
|
|
550
|
|
|
550
|
|
|
0.20
|
|
|
0.195434
|
|
|
0.016
|
|
|
0.40
|
|
||||||
A-3
|
|
2,000,000
|
|
|
2,000,000
|
|
|
500
|
|
|
500
|
|
|
0.25
|
|
|
0.23685
|
|
|
0.02
|
|
|
0.50
|
|
||||||
A-4
|
|
9,859,270
|
|
|
9,859,270
|
|
|
2,751
|
|
|
2,751
|
|
|
0.279
|
|
|
0.260872
|
|
|
0.0224
|
|
|
0.558
|
|
||||||
Total Series A
|
|
21,184,270
|
|
|
21,184,270
|
|
|
$
|
4,367
|
|
|
$
|
4,361
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
B
|
|
7,208,430
|
|
|
7,208,430
|
|
|
1,250
|
|
|
1,218
|
|
|
0.173408
|
|
|
0.173408
|
|
|
0.0138
|
|
|
0.346816
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
C
|
|
5,284,990
|
|
|
5,147,720
|
|
|
$
|
1,500
|
|
|
$
|
1,476
|
|
|
0.29139
|
|
|
0.29139
|
|
|
0.0234
|
|
|
0.58278
|
|
||||
C-1
|
|
1,531,580
|
|
|
1,531,580
|
|
|
1,000
|
|
|
977
|
|
|
0.65292
|
|
|
0.65292
|
|
|
0.0522
|
|
|
1.30584
|
|
||||||
Total Series C
|
|
6,816,570
|
|
|
6,679,300
|
|
|
$
|
2,500
|
|
|
$
|
2,453
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
D
|
|
14,780,400
|
|
|
14,780,400
|
|
|
$
|
17,500
|
|
|
$
|
17,342
|
|
|
1.184
|
|
|
1.184
|
|
|
0.0948
|
|
|
N/A
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
E
|
|
11,432,303
|
|
|
11,432,303
|
|
|
$
|
35,000
|
|
|
$
|
34,886
|
|
|
3.0615
|
|
|
3.0615
|
|
|
0.2449
|
|
|
N/A
|
|
||||
Total all series
|
|
61,421,973
|
|
|
61,284,703
|
|
|
$
|
60,617
|
|
|
$
|
60,260
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
Weighted-Average Exercise Price
|
|
Weighted- Average Remaining Contractual Term (years)
|
|
Aggregate Intrinsic Value (in thousands)
|
|||||
Outstanding at January 31, 2017
|
13,052,182
|
|
|
$
|
1.46
|
|
|
7.27
|
|
$
|
29,681
|
|
Granted
|
4,724,155
|
|
|
4.97
|
|
|
|
|
|
|||
Exercised and awarded
|
(4,001,846
|
)
|
|
0.66
|
|
|
|
|
|
|||
Forfeited or canceled
|
(419,052
|
)
|
|
2.46
|
|
|
|
|
|
|||
Outstanding at January 31, 2018
|
13,355,439
|
|
|
2.91
|
|
|
7.90
|
|
88,468
|
|
||
Exercisable at January 31, 2018
|
5,549,241
|
|
|
1.43
|
|
|
6.40
|
|
44,957
|
|
||
Vested and expected to vest at January 31, 2018
|
10,870,217
|
|
|
3.14
|
|
|
8.35
|
|
69,505
|
|
|
Number of Shares Underlying Outstanding RSUs
|
|
Weighted-Average Grant-Date Fair Value per RSU
|
|||
Outstanding at January 31, 2017
|
—
|
|
|
|
||
Granted
|
130,000
|
|
|
$
|
9.45
|
|
Vested
|
—
|
|
|
|
||
Forfeited or canceled
|
—
|
|
|
|
||
Outstanding at January 31, 2018
|
130,000
|
|
|
9.45
|
|
|
Year Ended January 31,
|
|||||||
2016
|
|
2017
|
|
2018
|
||||
|
|
|
|
|
|
|||
Risk-free interest rate
|
1.5%-1.9%
|
|
|
1.4%-2.3%
|
|
|
1.8%-2.6%
|
|
Expected volatility
|
54.0
|
%
|
|
49.0
|
%
|
|
41.7%-46.0%
|
|
Expected term (in years)
|
6.25
|
|
|
6.25
|
|
|
6.25
|
|
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Year Ended January 31,
|
||||||||||
2016
|
|
2017
|
|
2018
|
|||||||
|
|
|
|
|
|||||||
Cost of subscription revenue
|
$
|
23
|
|
|
$
|
35
|
|
|
$
|
96
|
|
Cost of professional services revenue
|
4
|
|
|
26
|
|
|
67
|
|
|||
Research and development
|
235
|
|
|
452
|
|
|
6,029
|
|
|||
Sales and marketing
|
1,348
|
|
|
428
|
|
|
1,707
|
|
|||
General and administrative
|
69
|
|
|
193
|
|
|
10,565
|
|
|||
Total share-based compensation
|
$
|
1,679
|
|
|
$
|
1,134
|
|
|
$
|
18,464
|
|
|
Year Ended
January 31, |
||
2018
|
|||
|
|||
Cost of subscription revenue
|
$
|
53
|
|
Cost of professional services revenue
|
9
|
|
|
Research and development
|
5,124
|
|
|
Sales and marketing
|
583
|
|
|
General and administrative
|
9,701
|
|
|
Total share-based compensation expense
|
$
|
15,470
|
|
|
Year Ended January 31,
|
||||||||||
2016
|
|
2017
|
|
2018
|
|||||||
United States
|
$
|
(14,349
|
)
|
|
$
|
(15,184
|
)
|
|
$
|
(49,303
|
)
|
Foreign
|
—
|
|
|
—
|
|
|
(110
|
)
|
|||
Loss before income taxes
|
$
|
(14,349
|
)
|
|
$
|
(15,184
|
)
|
|
$
|
(49,413
|
)
|
|
Year Ended January 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
—
|
|
|
—
|
|
|
40
|
|
|||
Foreign
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40
|
|
Deferred and other:
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(302
|
)
|
State
|
—
|
|
|
—
|
|
|
(45
|
)
|
|||
Foreign
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(347
|
)
|
|
|
|
|
|
|
||||||
Total tax expense (benefit)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(307
|
)
|
|
Year Ended January 31,
|
||||||||||
2016
|
|
2017
|
|
2018
|
|||||||
Expected provision at statutory federal rate
|
$
|
(4,879
|
)
|
|
$
|
(5,163
|
)
|
|
$
|
(16,267
|
)
|
Tax credits
|
(954
|
)
|
|
(896
|
)
|
|
(1,327
|
)
|
|||
Change in valuation allowance
|
5,594
|
|
|
5,694
|
|
|
1,528
|
|
|||
Share-based compensation
|
166
|
|
|
273
|
|
|
4,430
|
|
|||
Impact of tax reform
|
—
|
|
|
—
|
|
|
11,125
|
|
|||
Other
|
73
|
|
|
92
|
|
|
204
|
|
|||
Total provision (benefit) for income taxes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(307
|
)
|
|
As of January 31,
|
||||||
|
2017
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
9,288
|
|
|
$
|
9,994
|
|
Deferred revenue
|
11,122
|
|
|
13,848
|
|
||
Tax credits (research and development)
|
2,197
|
|
|
3,873
|
|
||
Other
|
345
|
|
|
864
|
|
||
Total deferred tax assets
|
22,952
|
|
|
28,579
|
|
||
Valuation allowance
|
(20,931
|
)
|
|
(24,406
|
)
|
||
Total deferred tax assets, net
|
2,021
|
|
|
4,173
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Capitalized commissions
|
(1,896
|
)
|
|
(3,697
|
)
|
||
Fixed assets
|
(125
|
)
|
|
(149
|
)
|
||
Intangibles
|
—
|
|
|
(327
|
)
|
||
Other
|
—
|
|
|
—
|
|
||
Total deferred tax liabilities
|
(2,021
|
)
|
|
(4,173
|
)
|
||
Net deferred tax assets (liabilities)
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended January 31,
|
||||||||||
2016
|
|
2017
|
|
2018
|
|||||||
Balance, beginning of the year
|
$
|
9,643
|
|
|
$
|
15,237
|
|
|
$
|
20,931
|
|
Additions:
|
|
|
|
|
|
||||||
Charged to costs and expenses
(1)
|
5,594
|
|
|
5,694
|
|
|
3,899
|
|
|||
Foreign allowance charged to other accounts
(2)
|
—
|
|
|
—
|
|
|
246
|
|
|||
Reductions:
|
|
|
|
|
|
||||||
Federal allowance charged to costs and expenses
(3)
|
—
|
|
|
—
|
|
|
(347
|
)
|
|||
Federal allowance charged to other accounts
(4)
|
—
|
|
|
—
|
|
|
(323
|
)
|
|||
Balance as of end of year
|
$
|
15,237
|
|
|
$
|
20,931
|
|
|
$
|
24,406
|
|
|
(1)
|
Valuation allowance to costs and expense relates to current year activity, which is primarily offset by the reduction in the tax rate used to compute the valuation allowance as a result of the Tax Cuts and Jobs Act.
|
(2)
|
Foreign valuation allowance recorded in purchase accounting to goodwill.
|
(3)
|
Related to the deferred tax liability established in purchase accounting for acquired intangibles related to Converse.AI. The acquired deferred tax liability is considered a potential source of taxable income for the realization of the benefit of the Smartsheet’s existing DTAs. As a result, the subsequent reduction in the valuation allowance was recognized in income tax expense.
|
(4)
|
Reduction of valuation allowance charged to unrecognized tax benefit as a result of tax positions taken in prior periods.
|
|
Year Ended January 31,
|
||||||||||
2016
|
|
2017
|
|
2018
|
|||||||
Balance, beginning of the year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Gross amounts of increases and decreases in unrecognized tax benefits as a result of tax positions taken during the current period
|
—
|
|
|
—
|
|
|
360
|
|
|||
Gross amounts of increases in unrecognized tax benefits as a result of tax positions taken in prior periods
|
—
|
|
|
—
|
|
|
323
|
|
|||
Balance as of end of year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
683
|
|
|
Operating
Leases
|
|
Capital
Leases
|
|
Total
|
||||||
2019
|
$
|
6,155
|
|
|
$
|
3,469
|
|
|
$
|
9,624
|
|
2020
|
9,023
|
|
|
3,119
|
|
|
12,142
|
|
|||
2021
|
9,277
|
|
|
829
|
|
|
10,106
|
|
|||
2022
|
9,513
|
|
|
—
|
|
|
9,513
|
|
|||
2023
|
9,757
|
|
|
—
|
|
|
9,757
|
|
|||
Thereafter
|
21,821
|
|
|
—
|
|
|
21,821
|
|
|||
Total minimum lease payments
|
$
|
65,546
|
|
|
$
|
7,417
|
|
|
$
|
72,963
|
|
Less: amount representing maintenance and support costs
|
|
|
$
|
(229
|
)
|
|
|
||||
Net minimum lease payments
|
|
|
7,188
|
|
|
|
|||||
Less: amount representing interest
|
|
|
(394
|
)
|
|
|
|||||
Present value of minimum lease payments
|
|
|
$
|
6,794
|
|
|
|
|
Year Ended January 31,
|
||||||||||
2016
|
|
2017
|
|
2018
|
|||||||
|
|
|
|
|
|
||||||
United States
|
$
|
27,025
|
|
|
$
|
47,110
|
|
|
$
|
81,480
|
|
EMEA
|
6,883
|
|
|
9,874
|
|
|
14,654
|
|
|||
Asia Pacific
|
3,819
|
|
|
5,940
|
|
|
9,181
|
|
|||
Americas other than the United States
|
3,024
|
|
|
4,040
|
|
|
5,938
|
|
|||
Total
|
$
|
40,751
|
|
|
$
|
66,964
|
|
|
$
|
111,253
|
|
SEC registration fee
|
$
|
12,450
|
|
FINRA filing fee
|
|
15,500
|
|
New York Stock Exchange listing fee
|
|
*
|
|
Printing and engraving expenses
|
|
*
|
|
Legal fees and expenses
|
|
*
|
|
Accounting fees and expenses
|
|
*
|
|
Road show expenses
|
|
*
|
|
Transfer agent and registrar fees and expenses
|
|
*
|
|
Miscellaneous fees and expenses
|
|
*
|
|
Total
|
$
|
*
|
|
|
Exhibit Document
|
Number
|
Form of Underwriting Agreement
|
1.1
|
Form of Amended and Restated Articles of Incorporation of the Registrant, to be effective immediately prior to the completion of this offering.
|
3.2
|
Form of Amended and Restated Bylaws of the Registrant, to be effective immediately prior to completion of this offering.
|
3.4
|
Amended and Restated Investors’ Rights Agreement by and among the Registrant and certain security holders of the Registrant dated May 19, 2017, as amended by the First Amendment to Amended and Restated Investors’ Rights Agreement October 26, 2017
|
4.2
|
Form of Indemnification Agreement
|
10.1
|
1.
|
Options to employees, directors, consultants, and other service providers to purchase an aggregate of 13,368,325 shares of Class B common stock under its
2
005 Stock Option/Restricted Stock Plan and 2015 Equity Incentive Plan, with per share exercise prices ranging from $0.712 to $9.53.
|
2.
|
A stock award for 500,000 shares of Class B common stock to a director of the Registrant, with a purchase price of $0.042 per share.
|
3.
|
7,906,636 shares of Class B common stock to its employees, directors, consultants, and other service providers upon exercise of options granted under its
2
005 Stock Option/Restricted Stock Plan and 2015 Equity Incentive Plan, with purchase prices ranging from $0.038 to $3.73 per share, for an aggregate purchase price of $4,244,224.65.
|
4.
|
On December 27, 2017, in connection with an acquisition, the Registrant granted 130,000 RSUs to certain service providers to be settled in shares of Class B common stock under its 2015 Equity Incentive Plan.
|
5.
|
Between May and November 2017, the Registrant issued and sold to 42 accredited investors an aggregate of 6,334,674 shares of Series F convertible preferred stock, at a purchase price of $8.3035 per share, for an aggregate purchase price of $52,599,965.56. Upon the completion of this offering, these shares of Series F convertible preferred stock will convert into 6,334,674 shares of Class B common stock.
|
Exhibit
Number
|
|
Exhibit Title
|
1.1*
|
|
Form of Underwriting Agreement.
|
3.1*
|
|
Amended and Restated Articles of Incorporation to be effective prior to the effective date of this registration statement.
|
3.2*
|
|
Form of Amended and Restated Articles of Incorporation to be effective immediately prior to the completion of this offering.
|
|
||
3.4*
|
|
Form of Amended and Restated Bylaws to be effective immediately prior to the completion of this offering.
|
4.1*
|
|
Form of Class A common stock certificate.
|
|
||
|
||
5.1*
|
|
Opinion of Fenwick & West LLP.
|
10.1*
|
|
Form of Indemnification Agreement.
|
|
||
|
||
10.4*
|
|
2018 Equity Incentive Plan, and forms of award agreements thereunder.
|
10.5*
|
|
2018 Employee Stock Purchase Plan, and form of offering document thereunder.
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
23.1*
|
|
Consent of Fenwick & West LLP (included in Exhibit 5.1).
|
|
||
|
||
|
|
|
|
*
|
To be filed by amendment.
|
SMARTSHEET INC.
|
||
|
|
|
By:
|
|
/s/ Mark P. Mader
|
|
|
Mark P. Mader
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
/s/ Mark P. Mader
|
|
President, Chief Executive Officer and Director
(Principal Executive Officer) |
|
March 26, 2018
|
Mark P. Mader
|
|
|
||
/s/ Jennifer E. Ceran
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
March 26, 2018
|
Jennifer E. Ceran
|
|
|
||
/s/ Geoffrey T. Barker
|
|
Chair of the Board of Directors
|
|
March 26, 2018
|
Geoffrey T. Barker
|
|
|
||
/s/ Brent Frei
|
|
Director
|
|
March 26, 2018
|
Brent Frei
|
|
|
||
/s/ Elena Gomez
|
|
Director
|
|
March 26, 2018
|
Elena Gomez
|
|
|
||
/s/ Ryan Hinkle
|
|
Director
|
|
March 26, 2018
|
Ryan Hinkle
|
|
|
||
/s/ Matthew McIlwain
|
|
Director
|
|
March 26, 2018
|
Matthew McIlwain
|
|
|
||
/s/ James N. White
|
|
Director
|
|
March 26, 2018
|
James N. White
|
|
|
||
/s/ Magdalena Yesil
|
|
Director
|
|
March 26, 2018
|
Magdalena Yesil
|
|
|
Section
|
Effect of Amendment
|
Date of Amendment
|
|
Name changed from Navigo Technologies, Inc. to Smartsheet.com, Inc.
|
February 24, 2006
|
|
|
|
|
Name changed from Smartsheet.com, Inc. to Smartsheet Inc.
|
February 1, 2017
|
|
-
i
-
|
|
|
|
|
Page
|
|
SECTION 1.
|
DEFINITIONS
|
1
|
|
|
SECTION 2.
|
SHAREHOLDERS
|
1
|
|
|
2.1
|
Annual Meeting
|
1
|
|
|
2.2
|
Special Meetings
|
2
|
|
|
2.3
|
Meetings by Communications Equipment
|
2
|
|
|
2.4
|
Date, Time and Place of Meeting
|
2
|
|
|
2.5
|
Notice of Meeting
|
2
|
|
|
|
2.5.1
|
Number of Days' Notice
|
2
|
|
|
2.5.2
|
Adjourned Meeting
|
3
|
|
|
2.5.3
|
Notice of Special Meeting Called by Shareholders
|
3
|
|
|
2.5.4
|
Type of Notice
|
3
|
|
|
2.5.5
|
Effectiveness of Notice
|
4
|
|
2.6
|
Waiver of Notice
|
4
|
|
|
|
2.6.1
|
By Delivery of a Record
|
4
|
|
|
2.6.2
|
Waiver by Attendance
|
5
|
|
|
2.6.3
|
Waiver of Objection
|
5
|
|
2.7
|
Fixing of Record Date for Determining Shareholders Entitled to Notice of or to Vote at a Meeting or to Receive Payment of a Dividend
|
5
|
|
|
2.8
|
Voting Record
|
5
|
|
|
2.9
|
Quorum
|
5
|
|
|
2.10
|
Manner of Acting
|
6
|
|
|
|
2.10.1
|
Matters Other Than the Election of Directors
|
6
|
|
|
2.10.2
|
Election of Directors
|
6
|
|
2.11
|
Proxies
|
6
|
|
|
|
2.11.1
|
Written Authorization
|
6
|
|
|
2.11.2
|
Recorded Telephone Call, Voice Mail or Other Electronic Transmission
|
6
|
|
|
2.11.3
|
Effectiveness of Appointment of Proxy
|
7
|
|
|
2.11.4
|
Revocability of Proxy
|
7
|
|
|
2.11.5
|
Death or Incapacity of Shareholder Appointing a Proxy
|
7
|
|
|
2.11.6
|
Acceptance of Proxy’s Vote or Action
|
7
|
|
|
2.11.7
|
Meaning of Sign or Signature
|
8
|
|
2.12
|
Voting of Shares
|
8
|
|
|
2.13
|
Voting for Directors
|
8
|
|
|
2.14
|
Action by Shareholders Without a Meeting
|
8
|
|
|
SECTION 3.
|
BOARD OF DIRECTORS
|
9
|
|
|
3.1
|
General Powers
|
9
|
|
|
3.2
|
Number and Tenure
|
9
|
|
|
3.3
|
Regular Meetings
|
9
|
|
|
-
ii
-
|
|
|
|
|
Page
|
|
3.4
|
Special Meetings
|
9
|
|
|
3.5
|
Meetings by Communications Equipment
|
9
|
|
|
3.6
|
Notice of Special Meetings
|
10
|
|
|
|
3.6.1
|
Number of Days’ Notice
|
10
|
|
|
3.6.2
|
Type of Notice
|
10
|
|
|
3.6.3
|
Effectiveness of Written Notice
|
11
|
|
|
3.6.4
|
Effectiveness of Oral Notice
|
11
|
|
3.7
|
Waiver of Notice
|
11
|
|
|
|
3.7.1
|
In Writing
|
11
|
|
|
3.7.2
|
By Attendance
|
12
|
|
3.8
|
Quorum
|
12
|
|
|
3.9
|
Manner of Acting
|
12
|
|
|
3.10
|
Presumption of Assent
|
12
|
|
|
3.11
|
Action by Board or Committees Without a Meeting
|
13
|
|
|
3.12
|
Resignation
|
13
|
|
|
3.13
|
Removal
|
13
|
|
|
3.14
|
Vacancies
|
13
|
|
|
3.15
|
Executive and Other Committees
|
13
|
|
|
|
3.15.1
|
Creation of Committees
|
13
|
|
|
3.15.2
|
Authority of Committees
|
14
|
|
|
3.15.3
|
Minutes of Meetings
|
14
|
|
|
3.15.4
|
Removal
|
14
|
|
3.16
|
Compensation of Directors and Committee Members
|
14
|
|
|
SECTION 4.
|
OFFICERS
|
15
|
|
|
4.1
|
Appointment and Term
|
15
|
|
|
4.2
|
Resignation
|
15
|
|
|
4.3
|
Removal
|
15
|
|
|
4.4
|
Contract Rights of Officers
|
15
|
|
|
4.5
|
Chairman of the Board
|
15
|
|
|
4.6
|
President
|
15
|
|
|
4.7
|
Vice President
|
16
|
|
|
4.8
|
Secretary
|
16
|
|
|
4.9
|
Treasurer
|
16
|
|
|
4.10
|
Salaries
|
16
|
|
|
SECTION 5.
|
CONTRACTS, LOANS, CHECKS AND DEPOSITS
|
16
|
|
|
5.1
|
Contracts
|
16
|
|
|
5.2
|
Loans to the Corporation
|
17
|
|
|
5.3
|
Checks, Drafts, Etc
|
17
|
|
|
5.4
|
Deposits
|
17
|
|
|
-
iii
-
|
|
|
|
|
Page
|
|
SECTION 6.
|
CERTIFICATES FOR SHARES AND THEIR TRANSFER
|
17
|
|
|
6.1
|
Issuance of Shares
|
17
|
|
|
6.2
|
Certificates for Shares
|
17
|
|
|
6.3
|
Issuance of Shares Without Certificates
|
17
|
|
|
6.4
|
Stock Records
|
18
|
|
|
6.5
|
Restriction on Transfer
|
18
|
|
|
6.6
|
Transfer of Shares
|
18
|
|
|
6.7
|
Lost or Destroyed Certificates
|
18
|
|
|
SECTION 7.
|
BOOKS AND RECORDS
|
19
|
|
|
SECTION 8.
|
ACCOUNTING YEAR
|
19
|
|
|
SECTION 9.
|
CORPORATE SEAL
|
20
|
|
|
SECTION 10.
|
INDEMNIFICATION
|
20
|
|
|
10.1
|
Right to Indemnification
|
20
|
|
|
10.2
|
Restrictions on Indemnification
|
20
|
|
|
10.3
|
Advancement of Expenses
|
21
|
|
|
10.4
|
Right of Indemnitee to Bring Suit
|
21
|
|
|
10.5
|
Procedures Exclusive
|
21
|
|
|
10.6
|
Nonexclusivity of Rights
|
21
|
|
|
10.7
|
Insurance, Contracts and Funding
|
22
|
|
|
10.8
|
Indemnification of Employees and Agents of the Corporation
|
22
|
|
|
10.9
|
Persons Serving Other Entities
|
22
|
|
|
SECTION 11.
|
AMENDMENTS
|
22
|
|
|
-
iv
-
|
|
2.1
|
Annual Meeting
|
|
-
1
-
|
|
2.2
|
Special Meetings
|
2.3
|
Meetings by Communications Equipment
|
2.4
|
Date, Time and Place of Meeting
|
2.5
|
Notice of Meeting
|
|
-
2
-
|
|
|
-
3
-
|
|
2.6
|
Waiver of Notice
|
|
-
4
-
|
|
2.7
|
Fixing of Record Date for Determining Shareholders Entitled to Notice of or to Vote at a Meeting or to Receive Payment of a Dividend
|
2.8
|
Voting Record
|
2.9
|
Quorum
|
|
-
5
-
|
|
2.10
|
Manner of Acting
|
2.11
|
Proxies
|
|
-
6
-
|
|
|
-
7
-
|
|
2.12
|
Voting of Shares
|
2.13
|
Voting for Directors
|
2.14
|
Action by Shareholders Without a Meeting
|
|
-
8
-
|
|
3.1
|
General Powers
|
3.2
|
Number and Tenure
|
3.3
|
Regular Meetings
|
3.4
|
Special Meetings
|
3.5
|
Meetings by Communications Equipment
|
|
-
9
-
|
|
3.6
|
Notice of Special Meetings
|
|
-
10
-
|
|
3.7
|
Waiver of Notice
|
|
-
11
-
|
|
3.8
|
Quorum
|
3.9
|
Manner of Acting
|
3.10
|
Presumption of Assent
|
|
-
12
-
|
|
3.11
|
Action by Board or Committees Without a Meeting
|
3.12
|
Resignation
|
3.13
|
Removal
|
3.14
|
Vacancies
|
3.15
|
Executive and Other Committees
|
|
-
13
-
|
|
3.16
|
Compensation of Directors and Committee Members
|
|
-
14
-
|
|
4.1
|
Appointment and Term
|
4.2
|
Resignation
|
4.3
|
Removal
|
4.4
|
Contract Rights of Officers
|
4.5
|
Chairman of the Board
|
4.6
|
President
|
|
-
15
-
|
|
4.7
|
Vice President
|
4.8
|
Secretary
|
4.9
|
Treasurer
|
4.10
|
Salaries
|
5.1
|
Contracts
|
|
-
16
-
|
|
5.2
|
Loans to the Corporation
|
5.3
|
Checks, Drafts, Etc.
|
5.4
|
Deposits
|
6.1
|
Issuance of Shares
|
6.2
|
Certificates for Shares
|
6.3
|
Issuance of Shares Without Certificates
|
|
-
17
-
|
|
6.4
|
Stock Records
|
6.5
|
Restriction on Transfer
|
6.6
|
Transfer of Shares
|
6.7
|
Lost or Destroyed Certificates
|
|
-
18
-
|
|
|
-
19
-
|
|
10.1
|
Right to Indemnification
|
10.2
|
Restrictions on Indemnification
|
|
-
20
-
|
|
10.3
|
Advancement of Expenses
|
10.4
|
Right of Indemnitee to Bring Suit
|
10.5
|
Procedures Exclusive
|
10.6
|
Nonexclusivity of Rights
|
|
-
21
-
|
|
10.7
|
Insurance, Contracts and Funding
|
10.8
|
Indemnification of Employees and Agents of the Corporation
|
10.9
|
Persons Serving Other Entities
|
|
-
22
-
|
|
/s/ John Creason
|
John Creason, Secretary and Treasurer
|
|
-
23
-
|
|
SMARTSHEET INC.
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
May 19, 2017
|
THE COMPANY:
|
SMARTSHEET INC.
|
By:
/s/ Mark Mader
|
(Signature)
|
|
Name: Mark Mader
|
Title: Chief Executive Officer and President
|
|
Address: 10500 NE 8
th
St., Suite 1300
|
Bellevue, WA 98004
|
Fax:
|
INVESTORS:
|
|
MICHAEL ARNTZ
|
|
|
|
/s/ Mike Arntz
|
|
Michael Arntz
|
|
|
|
Address:
|
2424 11
th
Ave. W
Seattle, WA 98119
|
INVESTORS:
|
|
STEPHEN BRANSTETTER
|
|
|
|
/s/ Stephen Branstetter
|
|
Stephen Branstetter
|
|
|
|
Address:
|
8614 23rd Ave. NW
Seattle, WA 98117 |
INVESTORS:
|
|
JENNIFER CERAN
|
|
|
|
/s/ Jennifer Ceran
|
|
Jennifer Ceran
|
|
|
|
Address:
|
c/o Smartsheet Inc.
10500 NE 8
th
Street, Suite 1300
Bellevue, WA 98004
|
INVESTORS AND COMMON HOLDERS:
|
|
|
|
BRENT FREI
|
|
/s/ Brent Frei
|
|
|
|
Address:
|
302 Parkridge Lane
Bellevue, WA 98004
|
|
|
|
|
WILLIAM ERIC BROWNE
|
|
|
|
|
|
Address:
|
12429 SE 26
th
Place
Bellevue, WA 98005
|
|
|
|
|
JOHN D. CREASON
|
|
|
|
|
|
Address:
|
P.O. Box 2974
Woodinville, WA 98072
|
|
|
|
|
MARK P. MADER
|
|
|
|
|
|
Address:
|
5183 NE Laurelcrest Lane
Seattle, WA 98105
|
INVESTORS AND COMMON HOLDERS:
|
|
|
|
BRENT FREI
|
|
|
|
|
|
Address:
|
302 Parkridge Lane
Bellevue, WA 98004
|
|
|
|
|
WILLIAM ERIC BROWNE
|
|
|
|
|
|
Address:
|
12429 SE 26
th
Place
Bellevue, WA 98005
|
|
|
|
|
JOHN D. CREASON
|
|
|
|
|
|
Address:
|
P.O. Box 2974
Woodinville, WA 98072
|
|
|
|
|
MARK P. MADER
|
|
/s/ Mark P. Mader
|
|
|
|
Address:
|
5183 NE Laurelcrest Lane
Seattle, WA 98105
|
INVESTORS AND COMMON HOLDERS:
|
||
|
|
|
|
|
|
By:
|
/s/ Geoffrey T. Barker
|
|
Name:
|
Geoffrey Barker
|
|
|
|
|
Address:
|
1301 Spring Street, Apt. 30-J Seattle, WA 98104
|
|
Email:
|
[redacted]
|
INVESTORS AND COMMON HOLDERS:
|
|
|
|
INSIGHT VENTURE PARTNERS COINVESTMENT FUND II, L.P.
|
|
|
|
By:
|
Insight Venture Associates VII, L.P.,
|
Its:
|
General Partner
|
|
|
By:
|
Insight Venture Associates VII, Ltd.
|
Its:
|
General Partner
|
|
|
By:
|
/s/ Blair Flicker
|
Name:
|
Blair Flicker
|
Title:
|
Authorized Officer
|
|
|
Address:
|
c/o Insight Venture Management,
LLC
680 Fifth Avenue, 8th Floor
New York, New York 10019
|
INVESTORS:
|
|
|
|
SUMMIT INVESTORS GE IX/VC IV
(UK), L.P.
|
|
|
|
By:
|
Summit Investors Management, LLC
|
Its:
|
General Partner
|
|
|
By:
|
Summit Master Company, LLC
|
Its:
|
Manager
|
|
|
By:
|
/s/ Leonard C. Ferrington
|
Name:
|
Leonard C. Ferrington
|
Title:
|
Member
|
|
|
Address:
|
c/o Summit Partners, L.P.
200 Middlefield Road, Suite 200
Menlo Park, CA 94025
Attn: Leonard C. Ferrington
|
INVESTORS AND COMMON HOLDERS:
|
|
Wells Fargo Bank, N.A. FBO
SHV Profit Sharing Plan FBO Tench Coxe
|
|
/s/ illegible
|
|
Address: MAC A0119-29A
333 Market Street, 29th Floor
San Francisco, CA 94105
|
|
Wells Fargo Bank, N.A. FBO
SHV Profit Sharing Plan FBO Andrew T. Sheehan (Rollover)
|
|
/s/ illegible
|
|
Address: MAC A0119-29A
333 Market Street, 29th Floor
San Francisco, CA 94105
|
|
Wells Fargo Bank, N.A. FBO
SHV Profit Sharing Plan FBO David E. Sweet
|
|
/s/ illegible
|
|
Address: MAC A0119-29A
333 Market Street, 29th Floor
San Francisco, CA 94105
|
|
Wells Fargo Bank, N.A. FBO
SHV Profit Sharing Plan FBO David E. Sweet (Rollover)
|
|
/s/ illegible
|
|
Address: MAC A0119-29A
333 Market Street, 29th Floor
San Francisco, CA 94105
|
INVESTORS AND COMMON HOLDERS:
|
|
Wells Fargo Bank, N.A. FBO
SHV Profit Sharing Plan FBO Diane J. Naar
|
|
/s/ illegible
|
|
Address: MAC A0119-29A
333 Market Street, 29th Floor
San Francisco, CA 94105
|
|
Wells Fargo Bank, N.A. FBO
SHV Profit Sharing Plan FBO Yu-Ying Chen (Rollover)
|
|
/s/ illegible
|
|
Address: MAC A0119-29A
333 Market Street, 29th Floor
San Francisco, CA 94105
|
|
Wells Fargo Bank, N.A. FBO
SHV Profit Sharing Plan FBO Yu-Ying Chen
|
|
/s/ illegible
|
|
Address: MAC A0119-29A
333 Market Street, 29th Floor
San Francisco, CA 94105
|
INVESTORS AND COMMON HOLDERS:
|
|
|
|
Wells Fargo Bank, N.A. FBO
SHV Profit Sharing Plan FBO Barbara Niss |
|
|
|
/s/ illegible
|
|
|
|
Address:
|
MAC A0119-29A
333 Market Street, 29th Floor San Francisco, CA 94105 |
|
|
Wells Fargo Bank, N.A. FBO
Barbara Niss IRA
|
|
|
|
/s/ illegible
|
|
|
|
Address:
|
MAC A0119-29A
333 Market Street, 29th Floor San Francisco, CA 94105 |
|
|
Wells Fargo Bank, N.A. FBO
SHV Profit Sharing Plan FBO Patricia Tom (Post) |
|
|
|
/s/ illegible
|
|
|
|
Address:
|
MAC A0119-29A
333 Market Street, 29th Floor San Francisco, CA 94105 |
|
|
Wells Fargo Bank, N.A. FBO
SHV Profit Sharing Plan FBO Robert Yin |
|
|
|
/s/ illegible
|
|
|
|
Address:
|
MAC A0119-29A
333 Market Street, 29th Floor San Francisco, CA 94105 |
Names of Series F Investors
|
Number of Shares of
Series F Preferred Stock to be Purchased |
|
|
Madrona Venture Fund IV, L.P.
|
763,347
|
Madrona Venture Fund IV-A, L.P.
|
19,455
|
Insight Venture Partners VII, L.P.
|
1,748,797
|
Insight Venture Partners (Cayman) VII, L.P.
|
769,857
|
Insight Venture Partners VII (Co-Investors), L.P.
|
40,477
|
Insight Venture Partners (Delaware) VII, L.P.
|
110,616
|
Insight Venture Partners Coinvestment Fund II, L.P.
|
943,187
|
Sutter Hill Ventures, a California Limited Partnership
|
312,000
|
Saunders Holdings, L.P.
|
58
|
William H. Younger, Jr., Trustee of the William H. Younger, Jr. Revocable Trust U/A/D 8/5/09
|
4,843
|
Tench Coxe and Simone Otus Coxe, Co-Trustees of the Coxe Revocable Trust U/A/D 4/23*98
|
16,032
|
Rooster Partners, L.P.
|
16,100
|
James C. Gaither, Trustee of the Gaither Revocable Trust U/A/D 9/28/2000
|
76
|
James N. White and Patricia A. O’Brien, Co-Trustees of the White Revocable Trust U/A/D 4/3/97
|
12,008
|
RoseTime Partners L.P.
|
14,700
|
NestEgg Holdings, LP
|
27,613
|
Andrew T. Sheehan and Nicole J. Sheehan as Trustees of Sheehan 2003 Trust
|
4,067
|
Michael L. Speiser and Mary Elizabeth Speiser, Co-Trustees of Speiser Trust U/A/D 7/19/06
|
18,231
|
Chatter Peak Partners, L.P.
|
18,230
|
Stefan A. Dyckerhoff and Wendy G. Dyckerhoff-Janssen, or their successor(s) as Trustees under the Dyckerhoff 2001 Revocable Trust Agreement dated August 30, 2001
|
7,320
|
Samuel J. Pullara III and Lucia Choi Pullara, Co-Trustees of the Pullara Revocable Trust U/A/D 8/21/13
|
7,320
|
Douglas T. Mohr and Beth Z. Mohr, Co-Trustees of the Mohr Family Trust U/A/D 2/17/15
|
379
|
Michael I. Naar and Diane J. Naar, as Trustees of Naar Family Trust U/A/D 12/22/95
|
906
|
Wells Fargo Bank, N.A. FBO
SHV Profit Sharing Plan FBO Robert Yin
|
120
|
Wells Fargo Bank, N.A. FBO
SHV Profit Sharing Plan FBO Tench Coxe
|
16,100
|
Wells Fargo Bank, N.A. FBO
SHV Profit Sharing Plan FBO David E. Sweet
|
3,327
|
Wells Fargo Bank, N.A. FBO
SHV Profit Sharing plan FBO Yu-Ying Chen
|
906
|
Wells Fargo Bank, N.A. FBO
SHV Profit Sharing Plan FBO Barbara Niss
|
482
|
Wells Fargo Bank, N.A. FBO
SHV Profit Sharing Plan FBO Patricia Tom (Post)
|
906
|
Summit Partners Venture Capital Fund III-A, L.P.
|
454,984
|
Summit Partners Venture Capital Fund III-B, L.P.
|
137,899
|
Summit Partners Venture Capital Fund IV-A, L.P.
|
525,931
|
Summit Partners Venture Capital Fund IV-B, L.P.
|
67,920
|
Summit Partners Entrepreneur Advisors Fund III, L.P.
|
1,205
|
Summit Investors GE IX-VC IV, LLC
|
6,725
|
Summit Investors GE IX-VC IV (UK), L.P.
|
977
|
Summit Investors I, LLC
|
7,693
|
Summit Investors I (UK), L.P.
|
977
|
Michael Arntz
|
48,172
|
Stephen Branstetter
|
24,086
|
Jennifer Ceran
|
120,431
|
Names of Series E Investors
|
|
Number of Shares of
Series E Preferred Stock
Held
|
|
|
|
|
|
Sutter Hill Ventures, a California Limited Partnership
|
|
4,651,882
|
|
Yovest, L.P.
|
|
71,365
|
|
Tench Coxe and Simone Otus Coxe, Co-Trustees of
The Coxe Revocable Trust U/A/D 4/23/98 |
|
267,604
|
|
Rooster Partners, LP
|
|
226,000
|
|
James N. White and Patricia A. O’Brien, Co‑Trustees of
The White Revocable Trust U/A/D 4/3/97 |
|
317,030
|
|
RoseTime Partners L.P.
|
|
81,700
|
|
Jeffrey W. Bird and Christina R. Bird, Co‑Trustees of
Jeffrey W. and Christina R. Bird Trust U/A/D 10/31/00 |
|
412,281
|
|
Andrew T. Sheehan and Nicole J. Sheehan as Trustees of Sheehan 2003 Trust
|
|
42,947
|
|
Michael L. Speiser and Mary Elizabeth Speiser, Co-Trustees of Speiser Trust U/A/D 7/19/06
|
|
545,003
|
|
Stefan A. Dyckerhoff and Wendy G. Dyckerhoff-Janssen, or their successor(s) as Trustees under the Dyckerhoff 2001 Revocable Trust Agreement dated August 30, 2001
|
|
109,327
|
|
Samuel J. Pullara III and Lucia Choi Pullara, Co-Trustees of The Pullara Revocable Trust U/A/D 8/21/13
|
|
109,327
|
|
David E. Sweet and Robin T. Sweet, as Trustees of the David and Robin Sweet Living Trust, dated 7/6/04
|
|
13,997
|
|
Douglas T. Mohr and Beth Z. Mohr, Co-Trustees of The Mohr Family Trust U/A/D 2/17/15
|
|
5,669
|
|
G. Leonard Baker, Jr. and Mary Anne Baker, Co-Trustees of The Baker Revocable Trust
|
|
875
|
|
James N. White and Patricia A. O’Brien, Co‑Trustees of The White Revocable Trust U/A/D 4/3/97
|
|
1,142
|
|
Wells Fargo Bank, N.A. FBO
SHV Profit Sharing Plan FBO Robert Yin
|
|
1,797
|
|
Wells Fargo Bank, N.A. FBO
SHV Profit Sharing Plan FBO Tench Coxe
|
|
226,000
|
|
Wells Fargo Bank, N.A. FBO
SHV Profit Sharing Plan FBO Andrew T. Sheehan (Rollover)
|
|
17,800
|
|
Wells Fargo Bank, N.A. FBO
SHV Profit Sharing Plan FBO David E. Sweet (Rollover)
|
|
35,683
|
|
Wells Fargo Bank, N.A. FBO
SHV Profit Sharing Plan FBO Diane J. Naar
|
|
13,510
|
|
Wells Fargo Bank, N.A. FBO
SHV Profit Sharing Plan FBO Yu-Ying Chen (Rollover)
|
|
13,510
|
|
Wells Fargo Bank, N.A. FBO
SHV Profit Sharing Plan FBO Barbara Niss
|
|
6,206
|
|
Wells Fargo Bank, N.A. FBO
Barbara Niss IRA
|
|
980
|
|
Wells Fargo Bank, N.A.
SHV Profit Sharing Plan FBO Patricia Tom (Post)
|
|
13,510
|
|
Madrona Venture Fund III, L.P.
|
|
785,225
|
|
Madrona Venture Fund III-A, L.P.
|
|
31,368
|
|
Madrona Venture Fund IV, L.P.
|
|
1,433,338
|
|
Madrona Venture Fund IV-A, L.P.
|
|
36,530
|
|
Insight Venture Partners VII, L.P.
|
|
948,628
|
|
Insight Venture Partners (Cayman) VII, L.P.
|
|
417,606
|
|
Insight Venture Partners VII (Co-Investors), L.P.
|
|
21,957
|
|
Insight Venture Partners (Delaware) VII, L.P.
|
|
60,003
|
|
Insight Venture Partners Coinvestment Fund II, L.P.
|
|
511,628
|
|
Names of Series D Investors
|
|
Number of Shares of
Series D
Preferred Stock Held
|
|
|
|
Madrona Venture Fund III, L.P.
|
|
1,928,855
|
Madrona Venture Fund III-A, L.P.
|
|
77,055
|
Madrona Venture Fund IV, L.P.
|
|
1,956,060
|
Madrona Venture Fund IV-A, L.P.
|
|
49,850
|
Insight Venture Partners VII, L.P.
|
|
5,212,395
|
Insight Venture Partners (Cayman) VII, L.P.
|
|
2,294,610
|
Insight Venture Partners VII (Co-Investors), L.P.
|
|
120,645
|
Insight Venture Partners (Delaware) VII, L.P.
|
|
329,700
|
Insight Venture Partners Coinvestment Fund II, L.P.
|
|
2,811,230
|
Name of Series C-1 Investor
|
|
Number of Shares of
Series C-1
Preferred Stock Held
|
Geoffrey Barker
|
|
1,531,580
|
Names of Series C Investors
|
|
Number of Shares of
Series C
Preferred Stock Held
|
|
|
|
Madrona Venture Fund III, L.P.
|
|
3,229,995
|
Madrona Venture Fund III-A, L.P.
|
|
131,830
|
Insight Venture Partners VII, L.P.
|
|
210,885
|
Insight Venture Partners (Cayman) VII, L.P.
|
|
92,835
|
Insight Venture Partners VII (Co-Investors), L.P.
|
|
4,880
|
Insight Venture Partners (Delaware) VII, L.P.
|
|
13,340
|
Insight Venture Partners Coinvestment Fund II, L.P.
|
|
113,740
|
Ronald C. Frei
|
|
245,194
|
Aloysius T. McLaughlin
|
|
68,636
|
Citicorp Trust Delaware N.A. Trustee for the McLaughlin 2015 Family Trust
|
|
274,544
|
Judith Brick Freedman
|
|
121,590
|
W. Thomas Porter
|
|
137,270
|
Brent Frei
|
|
102,950
|
Patrick Colacurcio, Jr.
|
|
85,795
|
Douglas Thomson Porter
|
|
85,795
|
F&W Investments II, LLC (Series 2009)
|
|
43,295
|
Alan C. Smith
|
|
17,155
|
Top Tier Venture Capital VI Holdings
|
|
97,991
|
Names of Series B Investors
|
|
Number of Shares of
Series B
Preferred Stock Held
|
|
|
|
Madrona Venture Fund III, L.P.
|
|
5,545,225
|
Madrona Venture Fund III-A, L.P.
|
|
221,520
|
Brent Frei
|
|
1,441,685
|
Names of Series A Investors
|
|
Number of Shares of
Series A
Preferred Stock Held
|
|
|
|
Madrona Venture Fund III, L.P.
|
|
8,099,380
|
Madrona Venture Fund III-A, L.P.
|
|
323,560
|
Insight Venture Partners VII, L.P.
|
|
532,715
|
Insight Venture Partners (Cayman) VII, L.P.
|
|
234,505
|
Insight Venture Partners VII (Co-Investors), L.P.
|
|
12,325
|
Insight Venture Partners (Delaware) VII, L.P.
|
|
33,695
|
Insight Venture Partners Coinvestment Fund II, L.P.
|
|
287,310
|
Brent Frei
|
|
6,421,300
|
Orrick Investments 2007, LLC
|
|
71,685
|
William Eric Browne
|
|
5,022
|
Maria Rose Colacurcio Frei
|
|
75,000
|
Patrick Colacurcio, Jr.
|
|
125,000
|
John D. Creason
|
|
423,363
|
Eugene J. Fasullo
|
|
75,000
|
Allen Freedman
|
|
400,000
|
David Geithner
|
|
100,000
|
Mark P. Mader
|
|
380,023
|
Aloysius T. McLaughlin
|
|
1,000,000
|
Jyh Yeuan Pook
|
|
400,000
|
W. Thomas Porter
|
|
228,210
|
Andrew Leonard Rees
|
|
225,000
|
Top Tier Venture Capital VI Holdings
|
|
1,731,177
|
Names of Common Holders
|
|
Number of Shares of
Common Shares Held
|
|
|
|
Michael G. Andrews
|
|
180,207
|
Rajiv Arunkundram
|
|
15,000
|
Brett Batie
|
|
11,000
|
Peter Boit
|
|
802,500
|
Jennifer Bolton
|
|
28,593
|
William A. Bosworth
|
|
3,906
|
Kim Brandl
|
|
3,020
|
Darren Brown
|
|
1,875
|
William Eric Browne
|
|
1,705,205
|
Wally Bunn
|
|
900
|
Jacob C. Butler
|
|
2,708
|
Gywneth Casazza
|
|
1,562
|
Roman Castilleja
|
|
1,354
|
Paul Chodosh
|
|
677
|
Gene Choi
|
|
30,368
|
Mukesh K. Chopra
|
|
370
|
Patrick Colacurcio
|
|
130,000
|
John D. Creason
|
|
1,866,430
|
Wendy Darcy
|
|
1,000
|
Zachary DeBoer
|
|
1,342
|
Emily Esposito
|
|
1,562
|
Todd Andrew Fasullo
|
|
619,775
|
Mark A. Freeman
|
|
4,000
|
Names of Common Holders
|
|
Number of Shares of
Common Shares Held
|
Tisha Leslie Freer
|
|
4,687
|
Brent Frei
|
|
425,000
|
Maria Rose Colacurcio Frei
|
|
1,680,805
|
Richard Furby
|
|
61,975
|
Daniel Garcia
|
|
10,875
|
Jason Gessel
|
|
28,749
|
Ben Gilbert
|
|
3,500
|
Tiffany Granger
|
|
240
|
David Joseph Hanson and Maris Lyn Hanson
|
|
133,330
|
Brian Harper
|
|
230,000
|
Phil Henry
|
|
49,480
|
Paul Homer
|
|
40,625
|
David Inden
|
|
2,800
|
Insight Venture Partners (Cayman) VII, L.P.
|
|
1,135,460
|
Insight Venture Partners (Delaware) VII, L.P.
|
|
163,150
|
Insight Venture Partners Coinvestment Fund II, L.P.
|
|
1,391,105
|
Insight Venture Partners VII (Co-Investors), L.P.
|
|
59,700
|
Insight Venture Partners VII, L.P.
|
|
2,579,300
|
Anthony Jacobson
|
|
126,053
|
Todd Jones
|
|
112,500
|
Roger Kennedy
|
|
11,979
|
Imran Khawaja
|
|
5,800
|
Tae Kim
|
|
64,000
|
Niels Kirkegaard
|
|
50,000
|
Names of Common Holders
|
|
Number of Shares of
Common Shares Held
|
Mark Kristensson
|
|
185,000
|
Elizabeth Lawson
|
|
76,085
|
Tony J. Lee and Debra G. Lee
|
|
25,000
|
Mary Anna Leppard
|
|
35,000
|
Paulo Lisboa
|
|
7,613
|
Yingchao Liu
|
|
8,000
|
Libertatem Legacy GST Exempt Trust
|
|
735,295
|
Mark P. Mader
|
|
1,539,845
|
Alexandra Martin
|
|
1,000
|
James McMurchie
|
|
47,916
|
Gert Miraku
|
|
1,666
|
Madeline Moyer
|
|
1,302
|
Matthew Neckes
|
|
1,411
|
Shamaila Nizar
|
|
833
|
Jason Paul
|
|
3,333
|
Joel Pentland
|
|
937
|
Patricia Ann Puckett
|
|
937
|
Robert Radecki
|
|
500
|
Michael Robertson
|
|
2,174
|
Sonia Romo
|
|
36,000
|
Atul Sahai
|
|
10,000
|
Jennifer Savage
|
|
33,750
|
John Schmale
|
|
1,250
|
Drew Charles Schultz
|
|
781
|
Names of Common Holders
|
|
Number of Shares of
Common Shares Held
|
|
|
|
Jodi Sorenson
|
|
27,500
|
Timothy Sprangers
|
|
7,812
|
Kevin Tao
|
|
32,500
|
Sean Austin Timm
|
|
2,810
|
Top Tier Venture Capital VI Holdings
|
|
725,000
|
Kit Unger
|
|
8,749
|
Benjamin Urman
|
|
4,400
|
Brian VandenHeuval
|
|
625
|
Alexander Vorobiev
|
|
127,853
|
Katherine Wilber
|
|
1,718
|
Benjamin M. Wood
|
|
10,000
|
Stephens Woodworth
|
|
5,937
|
Yiwen Wu
|
|
11,800
|
Francis Yoshida
|
|
33,020
|
Max Zulauf
|
|
62,500
|
Thomas Zylstra
|
|
4,583
|
Names of Series F Investors
|
Number of Shares of Series F Stock to be Purchased
|
The Juan L. Gomez and Elena C. Gomez Declaration of Trust Dated April 2, 2009, Juan L. Gomez and Elena C. Gomez, Trustees
|
30,107
|
Magdalena Yesil, Trustee of the Justin Yeshil Wickett Trust dated December 10, 1990
|
15,053
|
Magdalena Yesil, Trustee of the Troy Kevork Wickett Trust dated December 10, 1990
|
15,054
|
SMARTSHEET INC.
|
|
By:/s/ Mark Mader
|
(Signature)
|
|
Name: Mark Mader
|
Title: Chief Executive Officer
|
INSIGHT VENTURE PARTNERS COINVESTMENT FUND II, L.P.
|
|
|
|
By:
|
Insight Venture Associates VII, L.P.,
|
Its:
|
General Partner
|
|
|
By:
|
Insight Venture Associates VII, Ltd.
|
Its:
|
General Partner
|
|
|
By:
|
/s/ Blair Flicker
|
Name:
|
Blair Flicker
|
Title:
|
Authorized Officer
|
|
|
Address:
|
c/o Insight Venture Management,
LLC
680 Fifth Avenue, 8th Floor
New York, New York 10019
|
SUMMIT INVESTORS GE IX/VC IV
(UK), L.P.
|
|
|
|
By:
|
Summit Investors Management, LLC
|
Its:
|
General Partner
|
|
|
By:
|
Summit Master Company, LLC
|
Its:
|
Manager
|
|
|
By:
|
/s/ Leonard C. Ferrington
|
Name:
|
Leonard C. Ferrington
|
Title:
|
Member
|
SUTTER HILL VENTURES, A CALIFORNIA
|
|
LIMITED PARTNERSHIP
|
|
|
|
By:
|
Sutter Hill Ventures, L.L.C.
|
Its:
|
General Partner
|
|
|
By:
|
/s/ Jim White
|
Name:
|
Jim White
|
Title:
|
Managing Director
|
GEOFFREY BARKER
|
|
/s/ Geof Barker
|
|
|
BRENT FREI
|
|
/s/ Brent Frei
|
|
|
MARK P. MADER
|
|
/s/ Mark. P. Mader
|
Y =
|
the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price);
|
A =
|
the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and
|
“COMPANY”
|
|
|
|
SMARTSHEET.COM, INC.
|
|
|
|
|
|
By:
|
/s/ Mark Mader
|
|
|
Name:
|
Mark Mader
|
|
(Print)
|
Title:
|
CEO
|
“HOLDER”
|
|
|
|
SILICON VALLEY BANK
|
|
|
|
|
|
By:
|
/s/ Jayson Davis
|
|
|
Name:
|
Jayson Davis
|
|
(Print)
|
Title:
|
Relationship Manager
|
[ ]
|
check in the amount of $___________ payable to order of the Company enclosed herewith
|
|
[ ]
|
Wire transfer of immediately available funds to the Company’s account
|
|
[ ]
|
Cashless Exercise pursuant to Section 1.2 of the Warrant
|
|
[ ]
|
Other [Describe]
|
|
|
Holder's Name
|
|
|
|
(Address)
|
HOLDER:
|
|
|
|
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
(Date):
|
|
|
|
|
Page
|
|
SECTION 1.
|
|
INTRODUCTION
|
1
|
|
SECTION 2.
|
|
DEFINITIONS
|
1
|
|
|
(a)
|
“Affiliate”
|
1
|
|
|
(b)
|
“Award”
|
1
|
|
|
(c)
|
“Board”
|
1
|
|
|
(d)
|
“Change in Control”
|
1
|
|
|
(e)
|
“Code”
|
2
|
|
|
(f)
|
“Committee”
|
2
|
|
|
(g)
|
“Common Stock”
|
2
|
|
|
(h)
|
“Company”
|
2
|
|
|
(i)
|
“Consultant”
|
2
|
|
|
(j)
|
“Director”
|
2
|
|
|
(k)
|
“Disability”
|
2
|
|
|
(l)
|
“Employee”
|
2
|
|
|
(m)
|
“Exchange Act”
|
2
|
|
|
(n)
|
“Exercise Price”
|
2
|
|
|
(o)
|
“Fair Market Value”
|
2
|
|
|
(p)
|
“Grant”
|
3
|
|
|
(q)
|
“Incentive Stock Option”
|
3
|
|
|
(r)
|
“Key Employee”
|
3
|
|
|
(s)
|
“Non-Employee Director”
|
3
|
|
|
(t)
|
“Nonstatutory Stock Option” or “NSO”
|
3
|
|
|
(u)
|
“Option”
|
3
|
|
|
(v)
|
“Optionee”
|
3
|
|
|
(w)
|
“Parent”
|
3
|
|
|
(x)
|
“Participant”
|
3
|
|
|
(y)
|
“Plan”
|
3
|
|
|
(z)
|
“Restricted Stock”
|
3
|
|
|
(aa)
|
“Restricted Stock Agreement”
|
4
|
|
|
(bb)
|
“Securities Act”
|
4
|
|
|
(cc)
|
“Service”
|
4
|
|
|
(dd)
|
“Share”
|
4
|
|
|
(ee)
|
“Stock Option Agreement”
|
4
|
|
|
(ff)
|
“Subsidiary”
|
4
|
|
|
(gg)
|
“10-Percent Shareholder”
|
4
|
|
SECTION 3.
|
|
ADMINISTRATION
|
4
|
|
|
(a)
|
Committee Composition
|
4
|
|
|
(b)
|
Authority of the Committee
|
5
|
|
|
(c)
|
Indemnification
|
5
|
|
|
(d)
|
Financial Reports
|
5
|
|
SECTION 4.
|
|
ELIGIBILITY
|
6
|
|
|
(a)
|
General Rules
|
6
|
|
|
(b)
|
Incentive Stock Options
|
6
|
|
|
-
i-
|
|
SECTION 5.
|
|
SHARES SUBJECT TO PLAN
|
6
|
|
|
(a)
|
Basic Limitation
|
6
|
|
|
(b)
|
Additional Shares
|
6
|
|
|
(c)
|
Dividend Equivalents
|
6
|
|
SECTION 6.
|
|
TERMS AND CONDITIONS OF OPTIONS
|
6
|
|
|
(a)
|
Stock Option Agreemen
|
6
|
|
|
(b)
|
Number of Shares
|
6
|
|
|
(c)
|
Exercise Price
|
6
|
|
|
(d)
|
Exercisability and Term
|
7
|
|
|
(e)
|
Modifications or Assumption of Options
|
7
|
|
|
(f)
|
Transferability of Options
|
7
|
|
(G) RESTRICTIONS ON TRANSFER
|
7
|
|
||
SECTION 7.
|
|
PAYMENT FOR OPTION SHARES
|
8
|
|
|
(a)
|
General Rule
|
8
|
|
|
(b)
|
Surrender of Stock
|
8
|
|
|
(c)
|
Promissory Note
|
8
|
|
|
(d)
|
Other Forms of Payment
|
8
|
|
SECTION 8.
|
|
TERMS AND CONDITIONS FOR AWARDS OF RESTRICTED STOCK.
|
8
|
|
|
(a)
|
Time, Amount and Form of Awards
|
8
|
|
|
(b)
|
Restricted Stock Agreement
|
8
|
|
|
(c)
|
Payment for Restricted Stock
|
8
|
|
|
(d)
|
Vesting Conditions
|
9
|
|
|
(e)
|
Assignment or Transfer of Restricted Stock
|
9
|
|
|
(f)
|
Trusts
|
9
|
|
|
(g)
|
Voting and Dividend Rights
|
9
|
|
SECTION 9.
|
|
ADJUSTMENTS
|
9
|
|
SECTION 10
|
|
EFFECT OF A CHANGE IN CONTROL
|
10
|
|
SECTION 11.
|
|
LIMITATIONS ON RIGHTS
|
10
|
|
|
(a)
|
Retention Rights
|
10
|
|
|
(b)
|
Shareholders’ Rights
|
10
|
|
|
(c)
|
Regulatory Requirements
|
11
|
|
SECTION 12.
|
|
WITHHOLDING TAXES
|
11
|
|
|
(a)
|
General
|
11
|
|
|
(b)
|
Share Withholding
|
11
|
|
SECTION 13.
|
|
DURATION AND AMENDMENTS
|
11
|
|
|
(a)
|
Term of the Plan
|
11
|
|
|
(b)
|
Right to Amend or Terminate the Plan
|
11
|
|
SECTION 14.
|
|
EXECUTION
|
12
|
|
|
-
3
-
|
|
The Plan and Other Agreements
|
The text of the Plan is incorporated in this Agreement by this reference. You and the Company agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. Unless otherwise defined in this Agreement, certain capitalized terms used in this Agreement are defined in the Plan. This Agreement, the attached Exhibits and the Plan constitute the entire understanding between you and the Company regarding this Award of Restricted Stock. Any prior agreements, commitments or negotiations are superseded.
|
Award of Restricted Stock
|
The Company awards you the number of shares of Restricted Stock shown on the cover sheet of this Agreement. The Award is subject to the terms and conditions of this Agreement and the Plan.
|
Vesting
|
As long as you render continuous Service, you will become vested as to 25% of the total number of shares of Restricted Stock awarded, as shown above on the cover sheet, on the first anniversary of the Date of Award. Thereafter, the Restricted Stock vests at the rate of one-forty-eighth (1/48)
monthly for each of the thirty-five (35) months following the month of the one-year anniversary of the Date of Award. The resulting number of shares will be rounded to the nearest whole number. The remaining number of shares of Restricted Stock covered by this Award will vest on the thirty-sixth (36th) month following the month of the
one-year anniversary of the Date of Award. In the event that your Service ceases prior to the fourth anniversary of the Date of Award, you will forfeit to the Company all of the unvested Restricted Stock subject to this Award. The Company will make a pro-rated cash payment to you that reimburses you, without interest or appreciation, for the amount, if any, that you previously paid to the Company (as shown on the cover sheet of this Agreement) with respect to purchasing such unvested shares of Restricted Stock.
|
Escrow
|
The certificates for the Restricted Stock shall be deposited in escrow with the Secretary of the Company to be held in accordance with the provisions of this paragraph. Each deposited certificate shall be accompanied by a duly executed Assignment Separate from Certificate in the form attached hereto as
Exhibit A
. The deposited certificates, shall remain in escrow until such time as the certificates are to be released or otherwise surrendered for cancellation as discussed below. Upon delivery of the certificates to the Company, you shall be issued an instrument of deposit acknowledging the number of shares of Restricted Stock delivered in escrow to the Secretary of the Company.
All regular cash dividends on the Restricted Stock shall be paid directly to you and shall not be held in escrow. However, any new, substituted or additional securities or other property which is issued or distributed with respect to your shares of Restricted Stock shall be immediately delivered to the Secretary of the Company to be held in escrow hereunder, but only to the extent such shares are at the time subject to the escrow requirements hereof.
The Restricted Stock held in escrow hereunder shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company:
•
When your interest in the Restricted Stock vests as described above, the certificates for such vested Restricted Stock shall be released from escrow and delivered to you, at your request, in accordance with the following schedule:
•
The release of any vested Restricted Stock from escrow shall be effected within thirty (30) days following the corresponding vesting date.
•
Upon termination of your Service, any unvested Restricted Stock shall be surrendered to the Company and any escrowed Restricted Stock which at the time shall have vested shall be released from escrow within thirty (30) days
following termination of your Service.
|
Restrictions on Resale
|
By signing this Agreement, you agree not to sell, pledge or transfer in any manner any Restricted Stock prior to its vesting or sell, pledge or transfer in any manner any vested Shares acquired under this Award at a time when applicable laws, regulations or Company or underwriter trading policies prohibit sale. In particular, in connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, you shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or agree to engage in any of the foregoing transactions with respect to any vested Shares acquired under this Award without the prior written consent of the Company or its underwriters, for such period of time after the effective date of such registration statement as may be requested by the Company or the underwriters.
If the sale of vested Shares acquired under this Award is not registered under the Securities Act, but an exemption is available which requires an investment or other representation and warranty, you shall represent and agree that the Shares being acquired are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations and warranties as are deemed necessary or appropriate by the Company and its counsel.
|
The Company’s Right of First Refusal
|
In the event that you propose to sell, pledge or otherwise transfer to a third party any vested Shares acquired under this Agreement, or any interest in such Shares, the Company shall have the “Right of First Refusal” with respect to all (and not less than all) of such Shares. If you desire to transfer vested Shares acquired under this Agreement, you must give a written “Transfer Notice” to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee. The Transfer Notice shall be signed both by you and by the proposed new transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company. The Company’s rights under this subsection shall be freely assignable, in whole or in part.
If the Company fails to exercise its Right of First Refusal within thirty (30) days after the date when it received the Transfer Notice, you may, not later than ninety (90) days following receipt of the Transfer Notice by the Company, conclude a transfer of the vested Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by you, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in this paragraph and the paragraph above.
If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the vested Shares on the terms set forth in the Transfer Notice within sixty (60) days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than lawful money paid at the time of transfer, the Company shall have the option of paying for the Shares with lawful money equal to the present value of the consideration described in the Transfer Notice.
The Company’s Right of First Refusal shall inure to the benefit of its successors and assigns and shall be binding upon any transferee of the Shares.
The Company’s Right of First Refusal shall terminate in the event that the Company’s Shares are listed on an established stock exchange or are quoted regularly on the NASDAQ National Market.
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Right of Repurchase
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Following termination of your Service for any reason, the Company shall have the right to purchase all of those vested Shares that you have acquired under this Agreement (the “Right of Repurchase”). If the Company exercises the Right of Repurchase, the purchase price shall be the Fair Market Value of those Shares on the date of purchase and shall be paid in cash. The Company will notify you of its intention to purchase such Shares, and will consummate the purchase within the period established by applicable law. The Right of Repurchase shall terminate in the event that the Company’s Shares are listed on an established stock exchange or are quoted regularly on the NASDAQ National Market. Should the Company exercise the Right of Repurchase with respect to any vested Shares, then the certificates for such vested Shares shall be delivered to the Company for cancellation, concurrently with the payment to you, in cash or cash equivalent (including the cancellation of any indebtedness), of an amount equal to the Fair Market Value for such vested Shares, and you shall have no further rights with respect to such vested Shares.
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No Retention Rights
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This agreement is not an employment agreement and does not give you the right to be retained by the Company (or its Parent, Subsidiaries or Affiliates) in any capacity. The Company (or its Parent, Subsidiaries or Affiliates) reserves the right to terminate your service at any time and for any reason.
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[TYPE NAME]
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Social Security No.:
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2.
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Description of property with respect to which the election is being made:
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3.
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The date on which the property was transferred is _____________,
[YEAR]
.
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4.
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The taxable year to which this election relates is calendar year
[YEAR]
.
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5.
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Nature of restrictions to which the property is subject:
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6.
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The fair market value of the property at the time of transfer (determined without regard to any lapse restriction) was $__________ per share, [for a total of $__________.]
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7.
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The amount paid by taxpayer for the property was $__________.
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8.
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A copy of this statement has been furnished to the Company.
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[Taxpayer’s Name]
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The Plan and
Other Agreements |
The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded.
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Nonstatutory Stock Option
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This Option is not intended to be an incentive stock option under section 422 of the Code and will be interpreted accordingly.
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Exercise and Vesting
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This Option is immediately exercisable on the Date of Grant as shown on the cover sheet as to all of the Shares covered by this Option. The Shares under this Option will vest as to
[one-fourth (1/4)]
of the total number of Shares covered by this Option, as shown above, on the one-year anniversary of the Vesting Start Date. Thereafter, the Shares shall vest at a rate of
[one-forty-eighth (1/48)]
monthly for each of the
[thirty-five (35) months]
following the month of the one-year anniversary of the Vesting Start Date. The resulting number of Shares will be rounded to the nearest whole number. The remaining number of Shares covered by this Option will vest on the
[thirty-sixth (36th)]
month following the month of the one-year anniversary of the Vesting Start Date. No Shares will vest after your Service has terminated for any reason.
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Right of Repurchase
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Following termination of your Service for any reason, the Company shall have the right to purchase all of those unvested Shares that you have acquired or will acquire under this Option (the “Right of Repurchase”). If the Company exercises the Right of Repurchase, the purchase price for any unvested Shares repurchased shall be their aggregate Exercise Price and shall be paid in cash. The Company will notify you of its intention to repurchase Shares, and will consummate the purchase within one hundred eighty (180) days or such other period established by applicable law.
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Term
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Your Option will expire in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Date of Option Grant, as shown on the cover sheet. Your Option will expire earlier if your Service terminates, as described below.
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Regular Termination
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If your Service terminates for any reason, other than death, Disability or Cause, as defined below, then your Option will expire at the close of business at Company headquarters on the 90th day after your termination date.
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Termination for
Cause |
If your Service is terminated for Cause, as determined by the Committee in its sole discretion, then you shall immediately forfeit all rights to your Option and the Option shall immediately expire. For purposes of this Agreement, “Cause” shall mean the termination of your Service due to your commission of any act of fraud, embezzlement or dishonesty; any unauthorized use or disclosure of confidential information or trade secrets of the Company (or any Parent, Subsidiary or Affiliate); or any intentional misconduct adversely affecting the business or affairs of the Company (or any Parent, Subsidiary or Affiliate) in a material manner. This definition shall not restrict in any way the Company’s or any Parent’s, Subsidiary’s or Affiliate’s right to discharge you for any other reason, nor shall this definition be deemed to be inclusive of all the acts or omissions which constitute “cause” for purposes other than this Agreement.
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Death
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If your Service terminates because of your death, then your Option will expire at the close of business at Company headquarters on the date twelve (12) months after the date of death. During that twelve (12) month period, your estate or heirs may exercise the vested portion of your Option.
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Disability
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If your Service terminates because of your Disability, then your Option will expire at the close of business at Company headquarters on the date twelve (12) months after your termination date.
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Leaves of Absence
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For purposes of this Option, your Service does not terminate when you go on a
bona fide
leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active work.
The Company determines which leaves count for this purpose, and when your Service terminates for all purposes under the Plan.
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Restrictions on Exercise and Resale
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By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Company determines (in its sole discretion) that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any applicable state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the immediately exercisable nature of this Option other than to limit the periods during which this Option shall be exercisable. In addition, in connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, you shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or agree to engage in any of the foregoing transactions with respect to any Shares acquired under this Option without the prior written consent of the Company or its underwriters, for such period of time after the effective date of such registration statement as may be requested by the Company or the underwriters.
If the sale of Shares under the Plan is not registered under the Securities Act, but an exemption is available which requires an investment or other representation, you shall represent and agree at the time of exercise that the Shares being acquired upon exercise of this Option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel.
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Notice of Exercise
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When you wish to exercise this Option, you must notify the Company by filing the proper “Notice of Exercise” form at the address given on the form. Your notice must specify how many Shares you wish to purchase. Your notice must also specify how your Shares should be registered (in your name only or in your and your spouse’s names as community property or as joint tenants with right of survivorship). The notice will be effective when it is received by the Company.
If someone else wants to exercise this Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.
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Form of Payment
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When you submit your notice of exercise, you must include payment of the Exercise Price for the Shares you are purchasing. Payment may be made in one (or a combination) of the following forms:
• Cash, your personal check, a cashier’s check or a money order.
• Shares which have already been owned by you for more than six (6) months and which are surrendered to the Company. The value of the Shares, determined as of the effective date of the Option exercise, will be applied to the Exercise Price.
•
If permitted by applicable laws, regulations and rules, to the extent a public market for the Shares exists as determined by the Company, by delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price.
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Withholding Taxes
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You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise or vesting or the sale of Shares acquired upon exercise of this Option.
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The Company’s
Right of First Refusal |
In the event that you propose to sell, pledge or otherwise transfer to a third party any Shares acquired under this Agreement, or any interest in such Shares, the Company shall have the “Right of First Refusal” with respect to all (and not less than all) of such Shares. If you desire to transfer Shares acquired under this Agreement, you must give a written “Transfer Notice” to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee.
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The Transfer Notice shall be signed both by you and by the proposed new transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company. The Company’s rights under this subsection shall be freely assignable, in whole or in part.
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If the Company fails to exercise its Right of First Refusal within thirty (30) days after the date when it received the Transfer Notice, you may, not later than ninety (90) days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by you, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in this paragraph and the two paragraphs above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within sixty (60) days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than lawful money paid at the time of transfer, the Company shall have the option of paying for the Shares with lawful money equal to the present value of the consideration described in the Transfer Notice.
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The Company’s Right of First Refusal shall inure to the benefit of its successors and assigns and shall be binding upon any transferee of the Shares.
The Company’s Right of First Refusal shall terminate in the event that Shares are listed on an established stock exchange or are quoted regularly on the NASDAQ National Market.
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Escrow
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The certificates for the Shares shall be deposited in escrow with the Secretary of the Company to be held in accordance with the provisions of this paragraph. Each deposited certificate shall be accompanied by a duly executed Assignment Separate from Certificate in the form attached hereto as
Exhibit A
. The deposited certificates, shall remain in escrow until such time or times as the certificates are to be released or otherwise surrendered for cancellation as discussed below. Upon delivery of the certificates to the Company, you shall be issued an instrument of deposit acknowledging the number of Shares delivered in escrow to the Secretary of the Company.
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All regular cash dividends on the Shares (or other securities at the time held in escrow) shall be paid directly to you and shall not be held in escrow. However, any new, substituted or additional securities or other property which is issued or distributed with respect to your Shares shall be immediately delivered to the Secretary of the Company to be held in escrow hereunder, but only to the extent such Shares are at the time subject to the escrow requirements hereof.
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The Shares held in escrow hereunder shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation:
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• As your interest in the Shares vests as described above, the certificates for such vested shares shall be released from escrow and delivered to you, at your request, in accordance with the following schedule:
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- The release of any vested shares (or other vested assets and securities) from escrow shall be effected within [thirty (30) days] following the corresponding vesting date.
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- Upon termination of your Service, any escrowed Shares in which you are at the time vested shall be released from escrow within [thirty (30) days] thereafter.
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• Should the Company exercise its Right of Repurchase with respect to any unvested Shares held at the time in escrow hereunder, then the escrowed certificates for such unvested Shares shall, concurrently with the payment of the purchase price for such Shares, be canceled, and you shall have no further rights with respect to such Shares.
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• Should the Company elect not to exercise the Right of Repurchase with respect to any Shares held at the time in escrow hereunder, then the escrowed certificates for such Shares shall be surrendered to you.
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Legends
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All certificates representing the Shares issued upon exercise of this Option shall, where applicable, have endorsed thereon substantially the following legends:
“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE REGISTERED HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE.”
“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE “ACTS”). NO INTEREST IN SUCH SHARES MAY BE SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACTS COVERING THE TRANSACTION, (B) THIS CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THIS CORPORATION STATING THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACTS, OR (C) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACTS.”
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Applicable Law
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This Agreement will be interpreted and enforced under the laws of the State of Washington
(except its choice-of-law provisions).
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(Print Name)
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(Print Name, if any)
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(Signature)
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(Please Print Name)
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Social Security No.
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(Full Address)
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ACCEPTED BY COMPANY:
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By:
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Name:
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Its:
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Date:
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, 20
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Print Name
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Signature
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Signature
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Re:
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Election Under Section 83(b) of the Internal Revenue Code of 1986
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1.
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Name: __________________________________________________
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2.
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Address: ________________________________________________
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3.
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Social Security Number: ___________________________________
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4.
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Tax Year of Election: Calendar Year of ________________________
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5.
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Description of Property: _____________ shares of Smartsheet.com, Inc., a Washington corporation (the “Company”).
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6.
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Date of Property Transfer: __________________________________
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7.
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Nature of Property Restrictions: Property is subject to the Company’s right to repurchase the stock at the undersigned’s original purchase price if the undersigned ceases to be associated with the Company, which right will generally lapse monthly over a designated four-year period.
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8.
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Fair Market Value at the Time of Transfer: $__________ per share for an aggregate of $_____________. The Fair Market Value at the time of transfer was determined without regard to any lapse restrictions as defined in section 1.83-3(i) of the Income Tax Regulations.
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9.
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Amount Paid for Property: $_________ per share for an aggregate of $_________.
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10.
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A copy of this election has been furnished to the Company, the person for whom the services are performed.
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Sincerely,
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Signature
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Date
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The Plan and
Other Agreements |
The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded.
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Nonstatutory Stock Option
|
This Option is not intended to be an Incentive Stock Option under section 422 of the Code and will be interpreted accordingly.
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Vesting
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This Option is only exercisable before it expires and then only with respect to the vested portion of the Option. This Option will vest according to the Vesting Schedule on the attached cover sheet.
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Term
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Your Option will expire in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Date of Option Grant, as shown on the cover sheet. Your Option will expire earlier if your Service terminates, as described below.
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Regular Termination
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If your Service terminates for any reason, other than death, Disability or Cause, as defined below, then your Option will expire at the close of business at Company headquarters on the 90th day after your termination date.
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Termination for
Cause |
If your Service is terminated for Cause, as determined by the Committee in its sole discretion, then you shall immediately forfeit all rights to your Option and the Option shall immediately expire. For purposes of this Agreement, “Cause” shall mean the termination of your Service due to your commission of any act of fraud, embezzlement or dishonesty; any unauthorized use or disclosure of confidential information or trade secrets of the Company (or any Parent, Subsidiary or Affiliate); or any intentional misconduct adversely affecting the business or affairs of the Company (or any Parent, Subsidiary or Affiliate) in a material manner. This definition shall not restrict in any way the Company’s or any Parent’s, Subsidiary’s or Affiliate’s right to discharge you for any other reason, nor shall this definition be deemed to be inclusive of all the acts or omissions which constitute “cause” for purposes other than this Agreement.
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Death
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If your Service terminates because of your death, then your Option will expire at the close of business at Company headquarters on the date twelve (12) months after the date of death. During that twelve (12) month period, your estate or heirs may exercise the vested portion of your Option.
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Disability
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If your Service terminates because of your Disability, then your Option will expire at the close of business at Company headquarters on the date twelve (12) months after your termination date.
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Leaves of Absence
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For purposes of this Option, your Service does not terminate when you go on a
bona fide
leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active work.
The Company determines which leaves count for this purpose, and when your Service terminates for all purposes under the Plan.
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Notice of Exercise
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When you wish to exercise this Option, you must notify the Company by filing the proper “Notice of Exercise” form at the address given on the form. Your notice must specify how many Shares you wish to purchase. Your notice must also specify how your Shares should be registered (in your name only or in your and your spouse’s names as community property or as joint tenants with right of survivorship). The notice will be effective when it is received by the Company.
If someone else wants to exercise this Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.
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Form of Payment
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When you submit your notice of exercise, you must include payment of the Exercise Price for the Shares you are purchasing. Payment may be made in one (or a combination) of the following forms:
• Cash, your personal check, a cashier’s check or a money order.
• Shares which have already been owned by you for more than six (6) months and which are surrendered to the Company. The value of the Shares, determined as of the effective date of the Option exercise, will be applied to the Exercise Price.
•
If permitted by applicable laws, regulations and rules, to the extent a public market for the Shares exists as determined by the Company, by delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price.
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Withholding Taxes
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You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise or sale of Shares acquired under this Option.
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Restrictions on Exercise and Resale
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By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Company determines (in its sole discretion) that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any applicable state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the vesting schedule set forth in this Agreement other than to limit the periods during which this Option shall be exercisable. In addition, in connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, you shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or agree to engage in any of the foregoing transactions with respect to any Shares acquired under this Option without the prior written consent of the Company or its underwriters, for such period of time after the effective date of such registration statement as may be requested by the Company or the underwriters.
If the sale of Shares under the Plan is not registered under the Securities Act, but an exemption is available which requires an investment or other representation, you shall represent and agree at the time of exercise that the Shares being acquired upon exercise of this Option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel.
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The Company’s
Right of First Refusal |
In the event that you propose to sell, pledge or otherwise transfer to a third party any Shares acquired under this Agreement, or any interest in such Shares, the Company shall have the “Right of First Refusal” with respect to all (and not less than all) of such Shares. If you desire to transfer Shares acquired under this Agreement, you must give a written “Transfer Notice” to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee.
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The Transfer Notice shall be signed both by you and by the proposed new transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company. The Company’s rights under this subsection shall be freely assignable, in whole or in part.
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If the Company fails to exercise its Right of First Refusal within thirty (30) days after the date when it received the Transfer Notice, you may, not later than ninety (90) days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by you, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in this paragraph and the two paragraphs above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within sixty (60) days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than lawful money paid at the time of transfer, the Company shall have the option of paying for the Shares with lawful money equal to the present value of the consideration described in the Transfer Notice.
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The Company’s Right of First Refusal shall inure to the benefit of its successors and assigns and shall be binding upon any transferee of the Shares.
The Company’s Right of First Refusal shall terminate in the event that Shares are listed on an established stock exchange or are quoted regularly on the NASDAQ National Market.
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Right of Repurchase
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Following termination of your Service for any reason, the Company shall have the right to purchase all of those Shares that you have acquired or will acquire under this Option (the “Right of Repurchase”). If the Company exercises the Right of Repurchase, the purchase price shall be the Fair Market Value of those Shares on the date of purchase and shall be paid in cash. The Company will notify you of its intention to purchase such Shares, and will consummate the purchase within the period established by applicable law. The Right of Repurchase shall terminate in the event that the Shares are listed on an established stock exchange or are quoted regularly on the NASDAQ National Market.
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Transfer of Option
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Prior to your death, only you may exercise this Option. You cannot transfer or assign this Option. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may, however, dispose of this Option in your will. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse or former spouse, nor is the Company obligated to recognize such individual’s interest in your Option in any other way.
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Retention Rights
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Your Option or this Agreement does not give you the right to be retained by the Company (or any Parent or any Subsidiaries or Affiliates) in any capacity. The Company (or any Parent and any Subsidiaries or Affiliates) reserves the right to terminate your Service at any time and for any reason.
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Shareholder Rights
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You, or your estate or heirs, have no rights as a shareholder of the Company until a certificate for your Option’s Shares has been issued. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued, except as described in the Plan.
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Adjustments
|
As more fully described in the Plan, the number and class of Shares or other stock or securities covered by this Option and the Exercise Price may be adjusted (and rounded down to the nearest whole number) in the event of certain transactions or changes to the Shares. As more fully described in the Plan, your Option shall be subject to the terms of the agreement of merger, reorganization or other corporate transaction in the event the Company is subject to such corporate activity.
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Legends
|
All certificates representing the Shares issued upon exercise of this Option shall, where applicable, have endorsed thereon substantially the following legends:
|
|
“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE REGISTERED HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE.”
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(Print Name)
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(Print Name, if any)
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(Signature)
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(Please Print Name)
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Social Security No.
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(Full Address)
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ACCEPTED BY COMPANY:
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By:
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Name:
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Its:
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Date:
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, 20
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The Plan and
Other Agreements |
The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded.
|
Incentive Stock Option
|
This Option is intended to be an Incentive Stock Option under section 422 of the Code and will be interpreted accordingly. If you cease to be an employee of the Company, a Subsidiary or of a Parent but continue to provide Service, this Option will be deemed a Nonstatutory Stock Option on the 90th day after you cease to be an employee. In addition, to the extent that all or part of this Option exceeds the $100,000 rule of section 422(d) of the Code, this Option or the lesser excess part will be treated as a Nonstatutory Stock Option.
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Vesting
|
This Option is only exercisable before it expires and then only with respect to the vested portion of the Option. This Option will vest according to the Vesting Schedule on the attached cover sheet.
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Term
|
Your Option will expire in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Date of Option Grant, as shown on the cover sheet. Your Option will expire earlier if your Service terminates, as described below.
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Regular Termination
|
If your Service terminates for any reason, other than death, Disability or Cause, as defined below, then your Option will expire at the close of business at Company headquarters on the 90th day after your termination date.
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Termination for
Cause |
If your Service is terminated for Cause, as determined by the Committee in its sole discretion, then you shall immediately forfeit all rights to your Option and the Option shall immediately expire. For purposes of this Agreement, “Cause” shall mean the termination of your Service due to your commission of any act of fraud, embezzlement or dishonesty; any unauthorized use or disclosure of confidential information or trade secrets of the Company (or any Parent, Subsidiary or Affiliate); or any intentional misconduct adversely affecting the business or affairs of the Company (or any Parent, Subsidiary or Affiliate) in a material manner. This definition shall not restrict in any way the Company’s or any Parent’s, Subsidiary’s or Affiliate’s right to discharge you for any other reason, nor shall this definition be deemed to be inclusive of all the acts or omissions which constitute “cause” for purposes other than this Agreement.
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Death
|
If your Service terminates because of your death, then your Option will expire at the close of business at Company headquarters on the date twelve (12) months after the date of death. During that twelve (12) month period, your estate or heirs may exercise the vested portion of your Option.
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Disability
|
If your Service terminates because of your Disability, then your Option will expire at the close of business at Company headquarters on the date twelve (12) months after your termination date.
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Leaves of Absence
|
For purposes of this Option, your Service does not terminate when you go on a
bona fide
leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminating ninety (90) days after you went on leave, unless your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active work.
The Company determines which leaves count for this purpose, and when your Service terminates for all purposes under the Plan.
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Notice of Exercise
|
When you wish to exercise this Option, you must notify the Company by filing the proper “Notice of Exercise” form at the address given on the form. Your notice must specify how many Shares you wish to purchase. Your notice must also specify how your Shares should be registered (in your name only or in your and your spouse’s names as community property or as joint tenants with right of survivorship). The notice will be effective when it is received by the Company.
If someone else wants to exercise this Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.
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Form of Payment
|
When you submit your notice of exercise, you must include payment of the Exercise Price for the Shares you are purchasing. Payment may be made in one (or a combination) of the following forms:
• Cash, your personal check, a cashier’s check or a money order.
•
Shares which have already been owned by you for more than six (6) months and which are surrendered to the Company. The value of the Shares, determined as of the effective date of the Option exercise, will be applied to the Exercise Price.
•
If permitted by applicable laws, regulations and rules, to the extent a public market for the Shares exists as determined by the Company, by delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price.
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The Company’s
Right of First Refusal |
In the event that you propose to sell, pledge or otherwise transfer to a third party any Shares acquired under this Agreement, or any interest in such Shares, the Company shall have the “Right of First Refusal” with respect to all (and not less than all) of such Shares. If you desire to transfer Shares acquired under this Agreement, you must give a written “Transfer Notice” to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee.
The Transfer Notice shall be signed both by you and by the proposed new transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company. The Company’s rights under this subsection shall be freely assignable, in whole or in part.
If the Company fails to exercise its Right of First Refusal within thirty (30) days after the date when it received the Transfer Notice, you may, not later than ninety (90) days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by you, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in this paragraph and the two paragraphs above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within sixty (60) days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than lawful money paid at the time of transfer, the Company shall have the option of paying for the Shares with lawful money equal to the present value of the consideration described in the Transfer Notice.
The Company’s Right of First Refusal shall inure to the benefit of its successors and assigns and shall be binding upon any transferee of the Shares.
The Company’s Right of First Refusal shall terminate in the event that Shares are listed on an established stock exchange or are quoted regularly on the NASDAQ National Market.
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Right of Repurchase
|
Following termination of your Service for any reason, the Company shall have the right to purchase all of those Shares that you have acquired or will acquire under this Option (the “Right of Repurchase”). If the Company exercises the Right of Repurchase, the purchase price shall be the Fair Market Value of those Shares on the date of purchase and shall be paid in cash. The Company will notify you of its intention to purchase such Shares, and will consummate the purchase within the period established by applicable law. The Right of Repurchase shall terminate in the event that the Shares are listed on an established stock exchange or are quoted regularly on the NASDAQ National Market.
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Transfer of Option
|
Prior to your death, only you may exercise this Option. You cannot transfer or assign this Option. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may, however, dispose of this Option in your will.
Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse or former spouse, nor is the Company obligated to recognize such individual’s interest in your Option in any other way.
|
No Retention Rights
|
Your Option or this Agreement does not give you the right to be retained by the Company (or any Parent or any Subsidiaries or Affiliates) in any capacity. The Company (or any Parent and any Subsidiaries or Affiliates) reserves the right to terminate your Service at any time and for any reason.
|
Shareholder Rights
|
You, or your estate or heirs, have no rights as a shareholder of the Company until a certificate for your Option’s Shares has been issued. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued, except as described in the Plan.
|
Adjustments
|
As more fully described in the Plan, the number and class of Shares or other stock or securities covered by this Option and the Exercise Price may be adjusted (and rounded down to the nearest whole number) in the event of certain transactions or changes to the Shares. As more fully described in the Plan, your Option shall be subject to the terms of the agreement of merger, reorganization or other corporate transaction in the event the Company is subject to such corporate activity.
|
Legends
|
All certificates representing the Shares issued upon exercise of this Option shall, where applicable, have endorsed thereon substantially the following legends:
“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE REGISTERED HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE.”
“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE “ACTS”). NO INTEREST IN SUCH SHARES MAY BE SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACTS COVERING THE TRANSACTION, (B) THIS CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THIS CORPORATION STATING THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACTS, OR (C) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACTS.”
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Applicable Law
|
This Agreement will be interpreted and enforced under the laws of the State of Washington
(except its choice-of-law provisions).
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(Print Name)
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(Print Name, if any)
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(Signature)
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(Please Print Name)
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Social Security No.
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(Full Address)
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ACCEPTED BY COMPANY:
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By:
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Name:
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Its:
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Date:
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, 20
|
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Grant No.
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Date of Grant:
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Type of Stock Option:
|
Option Price per Share:
|
$____
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o
Nonqualified (NQSO)
|
Total number of shares of Common Stock of the Company
|
|
o
Incentive (ISO)
|
|
subject to the Option:
|
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|
|
Number of shares of Common Stock of the Company for which the Option is now being exercised [________________]. (These shares are referred to below as the “
Purchased Shares
.”)
|
Total Exercise Price Being Paid for the Purchased Shares: $____________
|
Form of payment enclosed
[check all that apply]
:
|
o
Check for $____________, payable to “
Smartsheet Inc
.
”
|
o
Certificate(s) for ________________ shares of Common Stock of the Company. These shares will be valued as of the date this notice is received by the Company.
[Requires Company consent.]
|
1.
|
Terms Governing.
I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of this Option subject to all other terms and conditions of the Notice of Stock Option Grant and the Stock Option Agreement that govern the Option, including without limitation the terms of the Company’s 2015 Equity Incentive Plan, as it may be amended (the “
Plan
”).
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2.
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Investment Intent; Securities Law Restrictions.
I represent and warrant to the Company that I am acquiring and will hold the Purchased Shares for investment for my account only, and not with a view to, or for resale in connection with, any “distribution” of the Purchased Shares within the meaning of the Securities Act of 1933, as amended (the “
Securities Act
”). I understand that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption from such
|
3.
|
Restrictions on Transfer: Rule 144.
I will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder (including Rule 144 under the Securities Act described below “Rule 144”)) or of any other applicable securities laws. I am aware of Rule 144, which permits limited public resales of securities acquired in a non-public offering, subject to satisfaction of certain conditions, which include (without limitation) that: (a) certain current public information about the Company is available; (b) the resale occurs only after the holding period required by Rule 144 has been met; (c) the sale occurs through an unsolicited “broker’s transaction;” and (d) the amount of securities being sold during any three-month period does not exceed specified limitations. I understand that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
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4.
|
Access to Information; Understanding of Risk in Investment.
I acknowledge that I have received and had access to such information as I consider necessary or appropriate for deciding whether to invest in the Purchased Shares and that I had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares. I am aware that my investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. I am able, without impairing my financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of my investment in the Purchased Shares.
|
5.
|
Rights of First Refusal; Repurchase Options; Market Stand-off.
I acknowledge that the Purchased Shares remain subject to the Company’s Right of First Refusal, the Company’s Repurchase Option (with respect to unvested Purchased Shares) and the market stand-off covenants (sometimes referred to as the “lock-up”), all in accordance with the applicable Notice of Stock Option Grant and the Stock Option Agreement that govern the Option
|
6.
|
Bylaws Restrictions.
I acknowledge that the Purchased Shares are subject to certain restrictions on transfer contained in the Bylaws of the Company and hereby agree to be bound by such restrictions on transfer.
|
7.
|
Form of Ownership.
I acknowledge that the Company has encouraged me to consult my own adviser to determine the form of ownership of the Purchased Shares that is appropriate for me. In the event that I choose to transfer my Purchased Shares to a trust, I agree to sign a Stock Transfer Agreement. In the event that I choose to transfer my Purchased Shares to a trust that is not an eligible revocable trust, I also acknowledge that the transfer will be treated as a “disposition” for tax purposes. As a result, the favorable ISO tax treatment will be unavailable and other unfavorable tax consequences may occur.
|
8.
|
Investigation of Tax Consequences.
I acknowledge that the Company has encouraged me to consult my own adviser to determine the tax consequences of acquiring the Purchased Shares at this time.
|
9.
|
Other Tax Matters.
I agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes my tax liabilities. I will not make any claim against the Company or its Board, officers or employees related to tax liabilities arising from my options or my other compensation. In particular, I acknowledge that my options (including the Option) are exempt from Section 409A of the Internal Revenue Code only if the exercise price per
|
10.
|
Spouse Consent.
I agree to seek the consent of my spouse to the extent required by the Company to enforce the foregoing.
|
11.
|
Tax Withholding.
As a condition of exercising this Option, I agree to make adequate provision for foreign, federal, state or other tax withholding obligations, if any, which arise upon the grant, vesting or exercise of this Option, or disposition of the Purchased Shares, whether by withholding, direct payment to the Company, or otherwise.
|
SIGNATURE:
|
|
DATE:
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By:
|
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Name:
|
|
Title:
|
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Date:
|
|
1.
|
TAXPAYER’S NAME:
|
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|
|
TAXPAYER’S ADDRESS:
|
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|
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|
|
SOCIAL SECURITY NUMBER:
|
|
|
2.
|
The property with respect to which the election is made is described as follows: _______ shares of Common Stock of Smartsheet Inc., a Washington corporation (the “
Company
”), which were transferred upon exercise of an option by the Company, which is Taxpayer’s employer or the corporation for whom the Taxpayer performs services.
|
3.
|
The date on which the shares were transferred was pursuant to the exercise of the option was ____________________, _____ and this election is made for calendar year ____.
|
4.
|
The shares received upon exercise of the option are subject to the following restrictions: The Company may repurchase all or a portion of the shares at Taxpayer’s original purchase price per share, under certain conditions at the time of Taxpayer’s termination of employment or services.
|
5.
|
The fair market value of the shares (without regard to restrictions other than restrictions which by their terms will never lapse) was $_____ per share x _______ shares = $_______ at the time of exercise of the option.
|
6.
|
The amount paid for such shares upon exercise of the option was $____ per share x ________ shares = $________.
|
7.
|
The Taxpayer has submitted a copy of this statement to the Company.
|
8.
|
The amount to include in gross income is $______________. [The result of the amount reported in Item 5 minus the amount reported in Item 6.]
|
Dated:
|
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|
|
Taxpayer’s Signature
|
Grant No.
|
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|
|
Date of Grant:
|
|
|
Type of Stock Option:
|
Option Price per Share:
|
$______
|
|
o
Nonqualified (NQSO)
|
Total number of shares of Common Stock of the Company
|
|
o
Incentive (ISO)
|
|
subject to the Option:
|
|
|
|
Number of shares of Common Stock of the Company for which the Option is now being exercised [________________]. (These shares are referred to below as the “
Purchased Shares
.”)
|
Total Exercise Price Being Paid for the Purchased Shares: $____________
|
Form of payment enclosed
[check all that apply]
:
|
o
Check for $____________, payable to “
Smartsheet Inc
.
”
|
o
Certificate(s) for ________________ shares of Common Stock of the Company. These shares will be valued as of the date this notice is received by the Company.
[Requires Company consent.]
|
1.
|
Terms Governing.
I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of this Option subject to all other terms and conditions of the Notice of Stock Option Grant and the Stock Option Agreement that govern the Option, including without limitation the terms of the Company’s 2015 Equity Incentive Plan, as it may be amended (the “
Plan
”).
|
2.
|
Investment Intent; Securities Law Restrictions.
I represent and warrant to the Company that I am acquiring and will hold the Purchased Shares for investment for my account only, and not with a view to, or for resale in connection with, any “distribution” of the Purchased Shares within the meaning of the Securities Act of 1933, as amended (the “
Securities Act
”). I understand that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption from such registration requirement and that the Purchased Shares must be held by me indefinitely, unless they are subsequently registered under the Securities Act or I obtain an opinion of counsel (in form and substance satisfactory to the Company and its counsel) that registration is not required. I acknowledge
|
3.
|
Restrictions on Transfer: Rule 144.
I will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder (including Rule 144 under the Securities Act described below “Rule 144”)) or of any other applicable securities laws. I am aware of Rule 144, which permits limited public resales of securities acquired in a non-public offering, subject to satisfaction of certain conditions, which include (without limitation) that: (a) certain current public information about the Company is available; (b) the resale occurs only after the holding period required by Rule 144 has been met; (c) the sale occurs through an unsolicited “broker’s transaction”; and (d) the amount of securities being sold during any three-month period does not exceed specified limitations. I understand that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
|
4.
|
Access to Information; Understanding of Risk in Investment.
I acknowledge that I have received and had access to such information as I consider necessary or appropriate for deciding whether to invest in the Purchased Shares and that I had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares. I am aware that my investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. I am able, without impairing my financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of my investment in the Purchased Shares.
|
5.
|
Rights of First Refusal; Market Stand-off.
I acknowledge that the Purchased Shares remain subject to the Company’s Right of First Refusal and the market stand-off covenants (sometimes referred to as the “lock-up”), all in accordance with the applicable Notice of Stock Option Grant and the Stock Option Agreement that govern the Option.
|
6.
|
Bylaws Restrictions.
I acknowledge that the Purchased Shares are subject to certain restrictions on transfer contained in the Bylaws of the Company and hereby agree to be bound by such restrictions on transfer.
|
7.
|
Form of Ownership.
I acknowledge that the Company has encouraged me to consult my own adviser to determine the form of ownership of the Purchased Shares that is appropriate for me. In the event that I choose to transfer my Purchased Shares to a trust, I agree to sign a Stock Transfer Agreement. In the event that I choose to transfer my Purchased Shares to a trust that is not an eligible revocable trust, I also acknowledge that the transfer will be treated as a “disposition” for tax purposes. As a result, the favorable ISO tax treatment will be unavailable and other unfavorable tax consequences may occur.
|
8.
|
Investigation of Tax Consequences.
I acknowledge that the Company has encouraged me to consult my own adviser to determine the tax consequences of acquiring the Purchased Shares at this time.
|
9.
|
Other Tax Matters.
I agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes my tax liabilities. I will not make any claim against the Company or its Board, officers or employees related to tax liabilities arising from my options or my other compensation. In particular, I acknowledge that my options (including the Option) are exempt from section 409A of the Internal Revenue Code only if the exercise price per share is at least equal to the fair market value per share of the Common Stock at the time the option was granted by the Board. Since shares of the Common Stock are not traded on an established securities market, the determination of their fair market value was made by the Board and/or by an independent valuation firm retained by the Company. I acknowledge that there is no guarantee in
|
10.
|
Spouse Consent.
I agree to seek the consent of my spouse to the extent required by the Company to enforce the foregoing.
|
11.
|
Tax Withholding.
As a condition of exercising this Option, I agree to make adequate provision for foreign, federal, state or other tax withholding obligations, if any, which arise upon the grant, vesting or exercise of this Option, or disposition of the Purchased Shares, whether by withholding, direct payment to the Company, or otherwise.
|
SIGNATURE:
|
|
DATE:
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
|
|
|
Date Recieved:
|
|
COMMON HOLDER
|
|
|
|
|
|
Name:
|
|
Email:
|
|
Date
|
|
1.
|
PURCHASE OF SHARES.
|
[ ]
|
in cash (by check) in the amount of $_________________, receipt of which is acknowledged by the Company.
|
[ ]
|
by cancellation of indebtedness of the Company owed to Purchaser in the amount of
$__________________________________.
|
[ ]
|
by the waiver hereby of compensation due or accrued for services rendered in the amount of
$_______________________________.
|
[ ]
|
by delivery of _________ fully-paid, nonassessable and vested shares of the Common Stock of the Company owned by Purchaser free and clear of all liens, claims, encumbrances or security interests, valued at the current Fair Market Value of $___________ per share (a) for which the Company has received “full payment of the purchase price” within the meaning of SEC Rule 144, (if purchased by use of a promissory note, such note has been fully paid with respect to such vested shares), or (b) that were obtained by Purchaser in the open public market.
|
2.
|
DELIVERIES.
|
SMARTSHEET INC.
|
|
PURCHASER
|
|
|
By:
|
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|
|
|
|
|
|
|
|
Address:
|
|
|
Address:
|
|
|
|
|
|
|
Fax No.: (____)
|
|
|
Fax No.: (____)
|
|
1.
|
TAXPAYER’S NAME:
|
|
|
|
TAXPAYER’S ADDRESS:
|
|
|
|
|
|
|
|
SOCIAL SECURITY NUMBER:
|
|
|
|
TAXABLE YEAR:
|
|
Calendar Year _____
|
2.
|
The property with respect to which the election is made is described as follows: _______ shares of Common Stock of Smartsheet Inc., a Washington corporation (the “
Company
”), which is Taxpayer’s employer or the corporation for whom the Taxpayer performs services.
|
3.
|
The date on which the shares were transferred was ____________________, _____.
|
4.
|
The shares are subject to the following restrictions: The Company may repurchase all or a portion of the shares at the Taxpayer’s original purchase price under certain conditions at the time of Taxpayer’s termination of employment or services.
|
5.
|
The fair market value of the shares at the time of transfer (without regard to restrictions other than a nonlapse restriction as defined in § 1.83-3(h) of the Income Tax Regulations) was $____ per share x
__________ shares = $__________.
|
6.
|
The amount paid for such shares was $____ per share x
__________ shares = $__________.
|
7.
|
The amount to include in the Taxpayer’s gross income for the Taxpayer’s current taxable year is $_________.
|
Dated:
|
|
|
|
|
|
|
Taxpayer’s Signature
|
Optionee:
|
|
Maximum Number of Shares Subject to this Option (the “
Shares
”):
|
|
Exercise Price Per Share:
|
$____ per share
|
Date of Grant:
|
|
Vesting Start Date:
|
|
Exercise Schedule:
|
This Option will become exercisable during its term with respect to portions of the Shares in accordance with the Vesting Schedule set forth below.
|
Expiration Date:
|
The date ten (10) years after the Date of Grant set forth above, subject to earlier expiration in the event of Termination as provided in Section 3 of the Stock Option Agreement.
|
Tax Status of Option:
(Check
Only
One Box):
|
o
Incentive Stock Option (
To the fullest extent permitted by the Code
)
o
Nonqualified Stock Option.
(
If
neither
box is checked, this Option is a Nonqualified Stock Option
).
|
By /Signature: /s/ Mark Mader
|
|
|
Optionee Signature:
|
|
Typed Name: Mark Mader, President and Chief Executive Officer
|
|
Optionee’s Name:
|
|
By /Signature:
|
|
|
Optionee Signature:
|
|
Typed Name: Mark Mader
|
|
Optionee’s Name:
|
|
|
Title: President and Chief Executive Officer
|
|
|
|
Very truly yours,
|
||
|
|
|
NAVIGO TECHNOLOGIES, INC.
|
||
|
|
|
By: /s/ Brent Frei___________________
|
||
|
|
|
Title: Executive Chairman____________
|
/s/ Mark P. Mader
|
|
Mark P. Mader
|
|
|
|
Dated:
|
|
NAVIGO TECHNOLOGIES, INC.
|
|||
By:
|
|
|
/s/ Mark P. Mader
|
Title:
|
|
|
Mark P. Mader
|
Dated:
|
, 2006
|
|
Dated: Jan 30 , 2006
|
Signed:
|
/s/ Mark P. Mader
|
|
Mark P. Mader
|
Very truly yours,
|
|
Smartsheet.com, Inc.
|
|
/s/ Mark Mader
|
Mark Mader, President and CEO
|
/s/ Jennifer Ceran
|
Jennifer Ceran
|
|
7/27/2016
|
Very truly yours,
|
|
Smartsheet.com Inc.
|
|
/s/ Mark Mader
|
Mark Mader, President and CEO
|
/s/ Michael Arntz
|
Michael Arntz
|
|
9/6/2016
|
Very truly yours,
|
|
Smartsheet.com, Inc.
|
|
/s/ Mark Mader
|
Mark Mader, President and CEO
|
/s/ Andrew Lientz
|
Andrew Lientz
|
|
11/2/2015
|
Sincerely,
|
|
Smartsheet Inc.
|
|
/s/ Mark Mader
|
Mark Mader, President and CEO
|
/s/ Gene Farrell
|
Gene Farrell
|
|
5/2/2017
|
Very truly yours,
|
|
|
|
SMARTSHEET.COM, INC.
|
|
|
|
By:
|
Mark Mader
|
|
|
Title:
|
President & CEO
|
/s/ Kara Hamilton
|
|
Kara Hamilton
|
|
|
|
Dated:
|
August 9, 2012
|
SMARTSHEET.COM, INC.
|
|||
By:
|
|
|
/s/ Kara Hamilton
|
Title:
|
|
|
Kara Hamilton
|
Dated:
|
, 2012
|
|
Dated: 9 Aug , 2012
|
Sincerely,
|
|
Smartsheet, Inc.
|
|
/s/ Mark Mader
|
Mark Mader, President & CEO
|
/s/ Paul Porrini
|
Paul Porrini
|
|
2/20/2018
|
(i)
|
Executive has committed any act of fraud, embezzlement or dishonesty;
|
(ii)
|
Executive’s unauthorized use or disclosure of confidential information or trade secrets of the Company (or any parent, subsidiary or affiliate);
|
(iii)
|
Executive’s conviction of or plea of nolo contendere to a felony or a crime involving moral turpitude;
|
(iv)
|
Any intentional misconduct by Executive adversely affecting the business or affairs of the Company (or any parent, subsidiary or affiliate) in any material manner;
|
(v)
|
Executive has breached any material term or condition of Executive’s Proprietary Information, Invention Assignment and Noncompete Agreement with the Company;
|
(vi)
|
Executive has committed any breach of fiduciary or statutory duty that results in (or would reasonably be expected to result in) material harm to the Company; or
|
(vii)
|
Executive has breached any material term or condition of this Agreement or any other material agreement with or material policy of the Company;
|
(i)
|
a material reduction in Executive’s annual base salary, other than a one-time reduction that in the aggregate does not exceed 10% and is also applied to substantially all peer executives;
|
(ii)
|
a substantial and material reduction in Executive’s duties or responsibilities; or
|
(iii)
|
any requirement by the Company that Executive’s principal place of employment be relocated to a location more than fifty (50) miles from Executive’s principal place of employment prior to such change, except for any normal travel requirements.
|
EXECUTIVE
|
|
SMARTSHEET INC.
|
|
|
|
|
|
|
[Name]
|
|
By:
|
|
|
Title:
|
1.
|
BASIC LEASE DATA, TERMS AND EXHIBITS
|
|
|
|
|
|
|
2.
|
PREMISES
|
|
|
|
2.1
Generally
|
3
|
|
|
2.2
Reserved to Landlord
|
3
|
|
|
2.3
Intentionally Omitted
|
3
|
|
|
|
|
|
3.
|
LEASE TERM
|
|
|
|
3.1
Generally
|
3
|
|
|
3.2
Termination
|
4
|
|
|
3.3
Holding Over
|
4
|
|
|
|
|
|
4.
|
COMMENCEMENT AND EXPIRATION DATES; LEASE YEAR
|
|
|
|
4.1
Commencement Date
|
4
|
|
|
4.2
Expiration Date
|
4
|
|
|
4.3
Confirmation of Commencement and Expiration
|
4
|
|
|
4.4
Lease Year
|
4
|
|
|
|
|
|
5.
|
RENT
|
|
|
|
|
|
|
6.
|
ADDITIONAL RENT
|
|
|
|
6.1
Generally
|
5
|
|
|
6.2
Definitions
|
5
|
|
|
6.3
Payment
|
8
|
|
|
6.4
Nonpayment
|
8
|
|
|
6.5
Future Development of Bellevue Place
|
9
|
|
|
6.6
Disputes Relating to Additional Rent
|
9
|
|
|
|
|
|
7.
|
LATE CHARGES
|
|
|
|
|
|
|
8.
|
SECURITY DEPOSIT
|
|
|
|
|
|
|
9.
|
USES
|
|
|
|
9.1
Permitted Uses
|
10
|
|
|
9.2
Prohibited Uses
|
10
|
|
|
9.3
Compliance with Laws, Rules and Regulations
|
11
|
|
|
9.4
Hazardous Material
|
11
|
|
|
|
|
|
10.
|
SERVICES AND UTILITIES
|
|
|
|
10.1
Standard Services
|
12
|
|
|
10.2
Interruption of Services
|
12
|
|
|
10.3
Additional Services
|
12
|
|
|
|
|
11.
|
IMPROVEMENTS, ALTERATIONS AND ADDITIONS
|
|
|
|
11.1
Leased Premises Standard Specifications
|
13
|
|
|
11.2
Landlord’s Improvement Allowance
|
13
|
|
|
11.3
Alterations by Tenant
|
13
|
|
|
11.4
Disability Laws.
|
14
|
|
|
|
|
|
12.
|
MAINTENANCE OF THE PREMISES,
|
|
|
|
12.1
Maintenance and Repair by Tenant
|
14
|
|
|
12.2
Failure to Maintain
|
14
|
|
|
12.3
Repair by Landlord
|
15
|
|
|
12.4
Surrender of Leased Premises
|
15
|
|
|
|
|
|
13.
|
ACCEPTANCE OF THE LEASED PREMISES
|
|
|
|
|
|
|
14.
|
DEFAULT BY LANDLORD
|
|
|
|
|
|
|
15.
|
ACCESS
|
|
|
|
15.1
Right of Entry
|
16
|
|
|
15.2
Excavation
|
16
|
|
|
|
|
|
16.
|
DAMAGE OR DESTRUCTION
|
|
|
|
16.1
Insured Loss
|
16
|
|
|
16.2
Uninsured Loss
|
17
|
|
|
16.3
No Obligation
|
17
|
|
|
16.4
Partial Destruction of the Bank of America Building
|
17
|
|
|
16.5
Business Interruption
|
17
|
|
|
|
|
|
17.
|
MUTUAL RELEASE AND WAIVER OF SUBROGATION
|
|
|
|
|
|
|
18.
|
INDEMNITY
|
|
|
|
18.1
Generally
|
18
|
|
|
18.2
Concurrent Negligence of Landlord and Tenant Relating to Construction, Repair and Maintenance Activities.
|
18
|
|
|
18.3
Waiver of Workers’ Compensation Immunity.
|
19
|
|
|
18.4
Provisions Specifically Negotiated.
|
19
|
|
|
|
|
|
19.
|
INSURANCE.
|
|
|
|
19.1
Liability Insurance.
|
19
|
|
|
19.2
Property Insurance.
|
20
|
|
|
19.3
Failure to Maintain.
|
20
|
|
|
19.4
Increase in Insurance Premium.
|
20
|
|
|
|
|
|
20.
|
ASSIGNMENT AND SUBLEASING.
|
|
|
|
20.1
Assignment or Sublease.
|
20
|
|
|
20.2
Assignee Obligations.
|
21
|
|
|
20.3
Sublessee Obligations.
|
21
|
|
|
20.4
Conditional Consents.
|
22
|
|
|
20.5
Attorneys’ Fees and Costs.
|
22
|
|
|
|
|
1.
|
BASIC LEASE DATA, TERMS AND EXHIBITS.
|
1.1
|
Landlord
: Bellevue Place Office Building I Limited Partnership, a Washington limited partnership.
|
1.2
|
Address of Landlord
: P. O. Box 4186, Bellevue, Washington 98009.
|
1.3
|
Tenant
: Smartsheet.com, Inc., a Washington corporation.
|
1.4
|
Principal Business Address of Tenant
: 10500 NE 8
th
Street, Suite 1550, Bellevue, WA 98004.
|
1.5
|
Tenant’s Permitted Trade Name
: Smartsheet.com.
|
1.6
|
Leased Premises
: That portion of the fifteenth (15
th
) floor of the Bank of America Building; as and where shown on Exhibit “C” attached hereto.
|
1.7
|
Rentable Area of the Leased Premises
: Three Thousand One Hundred Twenty‑two (3,122) square feet.
|
1.8
|
Breakdown of Rentable Area at Bellevue Place
:
|
1.9
|
Tenant’s Share
:
[based on 3,122 rentable square feet]
|
1.10
|
Rent
:
[based on 3,122 rentable square feet]
|
1.11
|
Lease Term
: Twenty-seven (27) calendar months, plus that portion of a calendar month necessary, if at all, for the Expiration Date to occur on the last day of such calendar month.
|
1.12
|
Commencement Date
: February 1, 2011.
|
1.13
|
Expiration Date
: April 30, 2013.
|
1.14
|
Security Deposit
: Upon execution of this Lease, Tenant shall pay Landlord Six Thousand Three Hundred Seventy-four and 08/100 Dollars ($6,374.08).
|
1.15
|
Deadline for Submission to Landlord of Tenant’s Final Working Drawings for Tenant’s Improvements
. N/A.
|
1.16
|
Contingency
: THIS LEASE IS CONTINGENT UPON ITS ACCEPTANCE AND APPROVAL BY LANDLORD’S LENDERS. If this Lease is acceptable to Landlord’s lenders, this contingency will be waived by Landlord.
|
1.17
|
Exhibits Incorporated by Reference
:
|
Exhibit “A” -
|
Legal Description of Bellevue Place.
|
Exhibit “B” -
|
Site Plan of Bellevue Place.
|
Exhibit “C” -
|
Floor Plan of the Leased Premises.
|
Exhibit “D” -
|
Tenant Information Manual (including Base Building Finish Condition).
|
Exhibit “E” -
|
Rules and Regulations.
|
Exhibit “F” -
|
Bellevue Place Transportation Management Agreement.
|
Exhibit “G” -
|
Form of Tenant Estoppel Certificate.
|
Exhibit “H” -
|
Form of Subordination Agreement to Reciprocal Easement Agreement.
|
2.
|
PREMISES.
|
2.1
|
Generally.
|
2.2
|
Reserved to Landlord.
|
2.3
|
Intentionally Omitted.
|
3.
|
LEASE TERM.
|
3.1
|
Generally.
|
3.2
|
Termination.
|
3.3
|
Holding Over.
|
4.
|
COMMENCEMENT AND EXPIRATION DATES; LEASE YEAR.
|
4.1
|
Commencement Date.
|
4.2
|
Expiration Date.
|
4.3
|
Confirmation of Commencement and Expiration.
|
4.4
|
Lease Year.
|
5.
|
RENT.
|
6.
|
ADDITIONAL RENT.
|
6.1
|
Generally.
|
6.2
|
Definitions.
|
6.3
|
Payment.
|
6.4
|
Nonpayment.
|
6.5
|
Future Development of Bellevue Place.
|
6.6
|
Disputes Relating to Additional Rent.
|
7.
|
LATE CHARGES.
|
8.
|
SECURITY DEPOSIT.
|
9.
|
USES.
|
9.1
|
Permitted Uses.
|
9.2
|
Prohibited Uses.
|
9.3
|
Compliance with Laws, Rules and Regulations.
|
9.4
|
Hazardous Material.
|
10.
|
SERVICES AND UTILITIES.
|
10.1
|
Standard Services.
|
10.2
|
Interruption of Services.
|
10.3
|
Additional Services.
|
11.
|
IMPROVEMENTS, ALTERATIONS AND ADDITIONS.
|
11.1
|
Leased Premises Standard Specifications.
|
11.2
|
Landlord’s Improvement Allowance.
|
11.3
|
Alterations by Tenant
|
11.4
|
Disability Laws.
|
12.
|
MAINTENANCE OF THE PREMISES,
|
12.1
|
Maintenance and Repair by Tenant.
|
12.2
|
Failure to Maintain.
|
12.3
|
Repair by Landlord.
|
12.4
|
Surrender of Leased Premises.
|
13.
|
ACCEPTANCE OF THE LEASED PREMISES.
|
14.
|
DEFAULT BY LANDLORD.
|
15.
|
ACCESS.
|
15.1
|
Right of Entry.
|
15.2
|
Excavation.
|
16.
|
DAMAGE OR DESTRUCTION.
|
16.1
|
Insured Loss.
|
16.2
|
Uninsured Loss.
|
16.3
|
No Obligation.
|
16.4
|
Partial Destruction of the Bank of America Building.
|
16.5
|
Business Interruption.
|
17.
|
MUTUAL RELEASE AND WAIVER OF SUBROGATION.
|
18.
|
INDEMNITY.
|
18.1
|
Generally.
|
18.2
|
Concurrent Negligence of Landlord and Tenant Relating to Construction, Repair and Maintenance Activities.
|
18.3
|
Waiver of Workers’ Compensation Immunity.
|
18.4
|
Provisions Specifically Negotiated.
|
19.
|
INSURANCE.
|
19.1
|
Liability Insurance.
|
19.2
|
Property Insurance.
|
19.3
|
Failure to Maintain.
|
19.4
|
Increase in Insurance Premium.
|
20.
|
ASSIGNMENT AND SUBLEASING.
|
20.1
|
Assignment or Sublease.
|
20.2
|
Assignee Obligations.
|
20.3
|
Sublessee Obligations.
|
20.4
|
Conditional Consents.
|
20.5
|
Attorneys’ Fees and Costs.
|
21.
|
ADVERTISING.
|
22.
|
LIENS.
|
23.
|
TENANT’S DEFAULT.
|
23.1
|
Default.
|
23.2
|
Remedies in Default.
|
23.3
|
Legal Expenses.
|
23.4
|
Bankruptcy.
|
23.5
|
Remedies Cumulative - Waiver.
|
24.
|
SUBORDINATION AND ATTORNMENT; MORTGAGEE PROTECTION.
|
24.1
|
Subordination - Notice to Mortgagee.
|
24.2
|
Mortgagee Protection Clause.
|
25.
|
SURRENDER OF POSSESSION.
|
26.
|
REMOVAL OF PROPERTY.
|
27.
|
VOLUNTARY SURRENDER.
|
28.
|
EMINENT DOMAIN.
|
28.1
|
Total Taking.
|
28.2
|
Constructive Taking of Entire Premises.
|
28.3
|
Partial Taking.
|
28.4
|
Damages.
|
29.
|
NOTICES.
|
30.
|
LANDLORD’S LIABILITY.
|
31.
|
TENANT’S CERTIFICATES.
|
32.
|
RIGHT TO PERFORM.
|
33.
|
AUTHORITY.
|
34.
|
PARKING AND COMMON AREAS.
|
34.1
|
Parking.
|
34.2
|
Common Areas.
|
35.
|
TRANSPORTATION MANAGEMENT PROGRAM.
|
36.
|
QUIET ENJOYMENT.
|
37.
|
GENERAL.
|
37.1
|
Captions.
|
37.2
|
Bellevue Place Rent and Income.
|
37.3
|
Successors or Assigns.
|
37.4
|
Tenant Defined.
|
37.5
|
Lost Security or Access Key Card.
|
37.6
|
Landlord’s Consent.
|
37.7
|
Broker’s Commission.
|
37.8
|
Partial Invalidity.
|
37.9
|
Recording.
|
37.10
|
Joint Obligation.
|
37.11
|
Time.
|
37.12
|
Prior Agreements.
|
37.13
|
Inability to Perform.
|
37.14
|
Transfer of Landlord’s Interest.
|
37.15
|
No Light, Air or View Easement.
|
37.16
|
Reciprocal Easement Agreements.
|
37.17
|
Waiver.
|
37.18
|
Name.
|
37.19
|
Choice of Law - Venue.
|
37.20
|
OFAC Certification.
|
LANDLORD:
|
|
TENANT:
|
|||||
|
|
|
|
|
|
|
|
BELLEVUE PLACE OFFICE BUILDING I
|
|
SMARTSHEET.COM, INC.,
|
|||||
LIMITED PARTNERSHIP, a Washington
|
|
a Washington corporation
|
|||||
Limited Partnership
|
|
|
|
||||
|
|
|
|
|
|
|
|
By:
|
BELLEVUE PLACE PROPERTIES
|
|
By:
|
/s/ Mark Mader
|
|||
|
LIMITED PARTNERSHIP, a
|
|
|
Mark Mader
|
|||
|
Washington limited partnership, Its
|
|
Its:
|
President
|
|||
|
General Partner
|
|
|
||||
|
|
|
|
|
|
|
|
|
By:
|
KEMPER HOLDINGS, LLC,
|
|
By:
|
|
||
|
|
a Washington limited liability
|
|
|
|
||
|
|
company, Its General Partner
|
|
Its:
|
|
||
|
|
|
|
|
|
|
|
|
|
By:
|
KEMPER DEVELOPMENT
|
|
|
|
|
|
|
|
COMPANY, a Washington
|
|
|
|
|
|
|
|
corporation; Its Manager
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ James E. Melby
|
|
|
|
|
|
|
|
James E. Melby
|
|
|
|
|
|
|
|
Its President
|
|
|
|
STATE OF WASHINGTON
|
)
|
|
) ss.
|
COUNTY OF KING
|
)
|
|
/s/ Rebecca K. Johnson
|
||
|
Type Notary Name:
|
Rebecca K. Johnson
|
|
|
Notary Public in and for the State of
|
||
(SEAL)
|
Washington, residing at
|
Gig Harbor, WA
|
.
|
|
My commission expires
|
9.5.12
|
.
|
STATE OF WASHINGTON
|
)
|
|
) ss.
|
COUNTY OF KING
|
)
|
|
/s/ Maegan Clare Surbridge
|
||
|
Type Notary Name:
|
Maegan Clare Surbridge
|
|
|
Notary Public in and for the State of
|
||
(SEAL)
|
Washington, residing at
|
King County
|
.
|
|
My commission expires
|
3/12/13
|
.
|
Exhibit “A” -
|
Legal Description of Bellevue Place.
|
Exhibit “B” -
|
Site Plan of Bellevue Place.
|
Exhibit “C” -
|
Floor Plan of the Leased Premises.
|
Exhibit “D” -
|
Tenant Information Manual.
|
Exhibit “E” -
|
Rules and Regulations.
|
Exhibit “F” -
|
Bellevue Place Transportation Management Agreement.
|
Exhibit “G” -
|
Form of Tenant Estoppel Certificate.
|
Exhibit “H” -
|
Form of Subordination Agreement.
|
1. FORWARD
|
2. PROJECT REPRESENTATIVES
|
3. BASE BUILDING FINISH CONDITION
|
A.
|
General
|
a.
|
Structural framing shall be reinforced concrete.
|
b.
|
Floor load capacity shall be ninety-five (95) pounds per square foot.
|
c.
|
Typical structural bay size:
|
(1)
|
Bank of America Building: 30’ x 33’
|
(2)
|
Corner Building: Varies, average 15’ x 30’
|
d.
|
Typical floor-to-floor height:
|
(1)
|
Bank of America Building: 12’2”
|
(2)
|
Corner Building:
|
B.
|
Electrical System.
|
C.
|
Lighting
|
D.
|
HVAC System
|
E.
|
Sprinkler System
|
F.
|
Life Safety Systems
|
G.
|
Plumbing System
|
H.
|
Security System
|
I.
|
Elevators
|
4. DESIGN PROCESS
|
A.
|
Schematic Phase
|
B.
|
Construction Document Phase
|
5. CONSTRUCTION PHASE
|
6. LEASED PREMISES STANDARD SPECIFICATIONS
|
A.
|
Partitions
|
B.
|
Doors, Frames, Hardware
|
C.
|
Paint
|
D.
|
Floor Covering
|
E.
|
Base
|
F.
|
Acoustic Ceiling
|
G.
|
Mechanical
|
H.
|
Electrical
|
I.
|
OBJECTIVES
|
A.
|
Make best use of the available parking supply;
|
B.
|
Control peak hour employee traffic generated by the project;
|
C.
|
Support the City’s transportation goals for downtown Bellevue; and
|
E.
|
To prevent a parking shortfall and spillover when the Building is 95% occupied.
|
II.
|
DEFINITIONS
|
III.
|
CONDITIONS
|
Target Maximums
|
||
Project Occupancy
|
Employee Vehicles
Parked
|
Peak Hour
Outbound Employee
Vehicle Trips (PM)
|
|
|
|
0 to 49% Occupancy
|
(no targets)
|
(no targets)
|
50.0 to 54.9%
|
783
|
597
|
55.0 to 59.9%
|
829
|
632
|
60.0 to 64.9%
|
873
|
666
|
65.0 to 69.9%
|
918
|
700
|
70.0 to 74.9
|
962
|
734
|
75.0 to 79.9%
|
1003
|
765
|
80.0 to 84.9%
|
1044
|
797
|
85.0 to 89.9%
|
1083
|
826
|
90.0 to 94.9%
|
1117
|
852
|
95.0 to 100% (full Occupancy)
|
1117
|
852
|
Project
Occupancy
|
Maximum Number of
Parking Discounts
|
Maximum Number of
Transit Pass Subsidies
|
0 to 49.9%
|
0
|
0
|
50 to 54.9%
|
72
|
144
|
55 to 59.9%
|
87
|
176
|
60 to 64.9%
|
103
|
207
|
65 to 69.9%
|
119
|
238
|
70 to 74.9%
|
137
|
274
|
75 to 79.9%
|
157
|
315
|
80 to 84.0%
|
175
|
351
|
85 to 89.9
|
199
|
400
|
90 to 94.9%
|
224
|
450
|
95 to 100% (full)
|
224
|
450
|
By
|
|
|
Name:
|
|
|
Its:
|
|
|
|
||
By
|
|
|
Name:
|
|
|
Its:
|
|
TENANT:
|
||
|
||
|
|
|
By
|
|
|
|
|
|
|
Its President
|
|
|
|
|
By
|
|
|
|
|
|
|
Its Secretary
|
|
STATE OF WASHINGTON
|
)
|
|
) ss.
|
COUNTY OF KING
|
)
|
|
NOTARY PUBLIC in and for the
|
|
||
|
State of Washington, residing
|
|
||
(SEAL)
|
at
|
|
|
|
|
My commission expires
|
|
.
|
STATE OF WASHINGTON
|
)
|
|
) ss.
|
COUNTY OF KING
|
)
|
|
NOTARY PUBLIC in and for the
|
|
||
|
State of Washington, residing
|
|
||
(SEAL)
|
at
|
|
|
|
|
My commission expires
|
|
.
|
1.1
|
Landlord
. Bellevue Place Office, LLC, a Washington limited liability company
|
1.4
|
Principal Business Address of Tenant
. 10500 NE 8
th
Street, Suite 1750, Bellevue, Washington 98004.
|
1.14
|
Security Deposit
. Fifteen Thousand One Hundred Ninety-five and 00/100 Dollars ($15,195.00); Six Thousand Three Hundred Seventy-four and 08/100 Dollars ($6,374.08) of which is currently being held by Landlord and the balance of Eight Thousand Eight Hundred Twenty and 92/100 Dollars ($8,820.92) shall be paid to Landlord upon Tenant’s execution of this First Lease Addendum. If Tenant exercises its option to extend the Lease, the Security Deposit shall increase to Sixteen Thousand Five Hundred Fifty-five and 00/100 Dollars ($16,555.00) for the remainder of the Lease Term.
|
1.18
|
Commencement Date for Suite 1750
. The earlier of (i) February 1, 2012, or (ii) Tenant’s occupancy of the Leased Premises for business purposes; provided, however, Tenant shall receive reasonable prior access to Suite 1750 for the sole purpose of installing data and telephone cabling and furniture.
|
LANDLORD
|
|
TENANT
|
||
BELLEVUE PLACE OFFICE, LLC,
a Washington limited liability company
|
|
SMARTSHEET.COM, INC.,
a Washington corporation
|
||
By KEMPER DEVELOPMENT
COMPANY, a Washington corporation,
Its Manager
|
|
By
|
/s/ Mark Mader
|
|
|
|
Mark Mader
|
||
|
Its
|
President & CEO
|
||
By
|
/s/ James E. Melby
|
|
|
|
|
James E. Melby
|
|
|
|
|
President
|
|
|
|
|
|
|
By
|
|
|
|
|
|
|
|
|
|
Its
|
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
/s/ Brooke C. Rawlings
|
|
|
|
Type Notary Name: Brooke C. Rawlings
|
|
|
|
Notary Public in and for the State of
|
|
|
(SEAL)
|
Washington, residing at
|
Kirkland
|
.
|
|
My commission expires
|
1-11-15
|
.
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
/s/ Angela M. Pesce
|
|
|
|
Type Notary Name: Angela M. Pesce
|
|
|
|
Notary Public in and for the State of
|
|
|
(SEAL)
|
Washington, residing at
|
Seattle
|
.
|
|
My commission expires
|
12/20/2014
|
.
|
1.14
|
Security Deposit
. Twenty-eight Thousand Two Hundred Forty-nine and 88/100 Dollars ($28,249.88), Fifteen Thousand One Hundred Ninety-five and 00/100 Dollars ($15,195.00) of which is currently being held by Landlord and the balance of Thirteen Thousand Fifty-four and 88/100 Dollars ($13,054.88) shall be paid to Landlord upon Tenant’s execution of this Second Lease Addendum.
|
1.18
|
Commencement Date for Suite 1900
. Upon completion of the re-carpeting in Suite 1900, estimated to be December 15, 2012.
|
LANDLORD
|
|
TENANT
|
||
BELLEVUE PLACE OFFICE, LLC,
a Washington limited liability company
|
|
SMARTSHEET.COM, INC.,
a Washington corporation
|
||
By KEMPER DEVELOPMENT
COMPANY, a Washington corporation,
Its Manager
|
|
By
|
/s/ Mark Mader
|
|
|
|
Mark Mader
|
||
|
Its
|
President & CEO
|
||
By
|
/s/ James E. Melby
|
|
|
|
|
James E. Melby
|
|
|
|
|
President
|
|
|
|
|
|
|
By
|
|
|
|
|
|
|
|
|
|
Its
|
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
/s/ Brooke C. Rawlings
|
|
|
|
Type Notary Name: Brooke C. Rawlings
|
|
|
|
Notary Public in and for the State of
|
|
|
(SEAL)
|
Washington, residing at
|
Kirkland
|
.
|
|
My commission expires
|
1-11-15
|
.
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
/s/ Lauren Chierichetti
|
|
|
|
Type Notary Name: Lauren Chierichetti
|
|
|
|
Notary Public in and for the State of
|
|
|
(SEAL)
|
Washington, residing at
|
Port Angeles, WA
|
.
|
|
My commission expires
|
Oct. 9, 2016
|
.
|
1.4
|
Principal Business Address of Tenant
. 10500 NE 8
th
Street, Suite 2000, Bellevue, Washington 98004.
|
(b)
|
Suite 1750
: Five thousand four hundred forty-three (5,443) square feet, from the Commencement Date for Suite 1750, through and including the day prior to the Commencement Date for Suite 2000;
|
(c)
|
Suite 2000
: Thirteen Thousand Nine Hundred Eighty-five (13,985) square feet consisting of:
|
(a)
|
(i) Commencing on the Commencement Date for Space 2000 through and including March 31, 2014, Operating, Repair and Maintenance Expenses for the Bank of America Building and the Corner Building: Two point six nine percent (2.69%) based on 413,664 rentable square feet pursuant to Section 1.8(a) of the Lease, provided the Pocket Space is not occupied; and
|
(b)
|
(i) Commencing on the Commencement Date for Space 2000 through and including March 31, 2014, Operating, Repair and Maintenance Expenses for Bellevue Place: Two point two six zero percent (2.260%) based on 492,932 rentable square feet pursuant to Section 1.8(b) of the Lease; and
|
1.11
|
Lease Term
. The Lease Term is hereby extended to expire on the Expiration Date below.
|
1.13
|
Expiration Date
. March 31, 2019.
|
1.14
|
Security Deposit
. Within ten (10) business days of execution and delivery of this Third Lease Addendum to Landlord, Tenant will provide Landlord with a Letter of Credit in the initial amount of Five Hundred Thirty-three Thousand Four Hundred Eight and 00/100 Dollars ($533,408.00), which Letter of Credit is further described in Section 9 below.
|
1.18
|
Commencement Date for Suite 2000
. Upon substantial completion of the Premises Improvements; provided, however, Tenant shall receive reasonable prior access to Suite 2000 for the sole purpose of installing data and telephone cabling and furniture.
|
•
|
From and including the 25th month of the Lease Term though and including the 36th month of the Lease Term - $400,056.00;
|
•
|
From and including the 37th month of the Lease Term though and including the 48th month of the Lease Term - $266,704.00;
|
•
|
From and including the 49th month of the Lease Term though and including the 60th month of the Lease Term - $186,693.00; and
|
•
|
From and including the 61st month of the Lease Term though and including the Expiration Date - $80,011.00.
|
LANDLORD
|
|
TENANT
|
||
BELLEVUE PLACE OFFICE, LLC,
a Washington limited liability company
|
|
SMARTSHEET.COM, INC.,
a Washington corporation
|
||
By KEMPER DEVELOPMENT
COMPANY, a Washington corporation,
Its Manager
|
|
By
|
/s/ Mark Mader
|
|
|
|
|
||
|
Its
|
President & CEO
|
||
By
|
/s/ James E. Melby
|
|
|
|
|
James E. Melby
|
|
|
|
|
President
|
|
|
|
|
|
|
By
|
|
|
|
|
|
|
|
|
|
Its
|
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
/s/ Barbara Catt
|
|
|
|
Type Notary Name: Barbara Catt
|
|
|
|
Notary Public in and for the State of
|
|
|
(SEAL)
|
Washington, residing at
|
Newcastle
|
.
|
|
My commission expires
|
4/10/14
|
.
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
/s/ Maegan Surbridge
|
|
|
|
Type Notary Name: Maegan Surbridge
|
|
|
|
Notary Public in and for the State of
|
|
|
(SEAL)
|
Washington, residing at
|
King County
|
.
|
|
My commission expires
|
3-12-13
|
.
|
1.7
|
Rentable Area of the Leased Premises
. Section 1.7(ii)(c) of the Lease is hereby amended in its entirety to read as follows:
|
(c)
|
Suite 2000
: Thirteen Thousand Nine Hundred Eighty-five (13,985) square feet.
|
1.18
|
Commencement Date for Pocket Space
. This second (2
nd
) paragraph of Section 1.18 of the Third Lease Addendum is hereby deleted in its entirety.
|
LANDLORD
|
|
TENANT
|
||
BELLEVUE PLACE OFFICE, LLC,
a Washington limited liability company
|
|
SMARTSHEET.COM, INC.,
a Washington corporation
|
||
By KEMPER DEVELOPMENT
COMPANY, a Washington corporation,
Its Manager
|
|
By
|
/s/ Mark Mader
|
|
|
|
Mark Mader
|
||
|
Its
|
President & CEO
|
||
By
|
/s/ James E. Melby
|
|
|
|
|
James E. Melby
|
|
|
|
|
President
|
|
|
|
|
|
|
By
|
|
|
|
|
|
|
|
|
|
Its
|
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
/s/ Brooke C. Rawlings
|
|
|
|
Type Notary Name: Brooke C. Rawlings
|
|
|
|
Notary Public in and for the State of
|
|
|
(SEAL)
|
Washington, residing at
|
Kirkland
|
.
|
|
My commission expires
|
1-11-15
|
.
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
/s/ Lauren Chierichetti
|
|
|
|
Type Notary Name: Lauren Chierichetti
|
|
|
|
Notary Public in and for the State of
|
|
|
(SEAL)
|
Washington, residing at
|
Port Angeles, WA
|
.
|
|
My commission expires
|
Oct. 9, 2016
|
.
|
1.14
|
Security Deposit
. In addition to the Letter of Credit required to be maintained by Tenant in accordance with the Third Lease Addendum, upon Tenant’s execution of this Fifth Lease Addendum, Tenant shall pay Landlord Seven Thousand Eight Hundred Forty-four and 33/100 Dollars ($7,844.33), Three Thousand Seven Hundred Sixty-six and 83/100 Dollars ($3,766.83) of which shall be applied to the first month’s Rent for Suite 2020 and the balance of Four Thousand Seventy-seven and 50/100 Dollars ($4,077.50) shall be held by Landlord for the Lease Term.
|
1.17
|
Section 1.17 Identification of Exhibits
.
|
1.19
|
Commencement Date for Suite 2020
. Upon substantial completion of the Premises Improvements (defined in paragraph 4 below) for Suite 2020, estimated to be April 1, 2014.
|
LANDLORD
|
|
TENANT
|
||
BELLEVUE PLACE OFFICE, LLC,
a Washington limited liability company
|
|
SMARTSHEET.COM, INC.,
a Washington corporation
|
||
By KEMPER DEVELOPMENT
COMPANY, a Washington corporation,
Its Manager
|
|
By
|
/s/ Mark Mader
|
|
|
|
Mark Mader
|
||
|
Its
|
President & CEO
|
||
By
|
/s/ James E. Melby
|
|
|
|
|
James E. Melby
|
|
|
|
|
President
|
|
|
|
|
|
|
By
|
|
|
|
|
|
|
|
|
|
Its
|
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
/s/ Kathrine Kirkness
|
|
|
|
Type Notary Name: Kathrine Kirkness
|
|
|
|
Notary Public in and for the State of
|
|
|
(SEAL)
|
Washington, residing at
|
Shoreline
|
.
|
|
My commission expires
|
9-20-17
|
.
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
/s/ Kathrine Kirkness
|
|
|
|
Type Notary Name: Kathrine Kirkness
|
|
|
|
Notary Public in and for the State of
|
|
|
(SEAL)
|
Washington, residing at
|
Shoreline
|
.
|
|
My commission expires
|
9-20-17
|
.
|
1.14
|
Security Deposit
. In addition to the Letter of Credit required to be maintained by Tenant in accordance with the Third Lease Addendum, upon Tenant’s execution of this Sixth Lease Addendum, Tenant shall pay Landlord Twenty-seven Thousand Eighty-four and 00/100 Dollars ($27,084.00), which amount shall be applied to the first month’s Rent and Additional Rent for Suite 450.
|
1.20
|
Commencement Date For Suite 450
. Upon substantial completion of the Premises Improvements (defined in paragraph 4 below) for Suite 450, estimated to be July 1, 2014.
|
•
|
From and including the Commencement Date For Suite 2000 through and including March 31, 2016 - $533,408.00;
|
•
|
From and including April 1, 2016 through and including March 31, 2017 - $400,000.00;
|
•
|
From and including April 1, 2017 through and including March 31, 2018 - $206,704.00; and
|
•
|
From and including April 1, 2018 through and including the Expiration Date - $186,693.00.
|
LANDLORD
|
|
TENANT
|
||
|
|
|
||
BELLEVUE PLACE OFFICE, LLC,
a Washington limited liability company
|
|
SMARTSHEET.COM, INC.,
a Washington corporation
|
||
By KEMPER DEVELOPMENT
COMPANY, a Washington corporation,
Its Manager
|
|
By
|
/s/ Mark Mader
|
|
|
|
Mark Mader
|
||
|
Its
|
President & CEO
|
||
By
|
/s/ James E. Melby
|
|
|
|
|
James E. Melby
|
|
|
|
|
President
|
|
|
|
|
|
|
By
|
|
|
|
|
|
|
|
|
|
Its
|
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
/s/ Kathrine Kirkness
|
|
|
|
Type Notary Name: Kathrine Kirkness
|
|
|
|
Notary Public in and for the State of
|
|
|
(SEAL)
|
Washington, residing at
|
Kirkland
|
.
|
|
My commission expires
|
9-20-17
|
.
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
/s/ Maggie Surbridge
|
|
|
|
Type Notary Name: Maggie Surbridge
|
|
|
|
Notary Public in and for the State of
|
|
|
(SEAL)
|
Washington, residing at
|
King County
|
.
|
|
My commission expires
|
3/12/17
|
.
|
LANDLORD:
|
|
|
|
TENANT:
|
|
||
|
|
|
|
|
|
|
|
BELLEVUE PLACE OFFICE, LLC
|
|
SMARTSHEET, INC.,
|
|||||
a Washington limited liability company
|
|
a Washington corporation
|
|||||
|
|
|
|
|
|||
By: KEMPER DEVELOPMENT
|
|
By
|
/s/ Mark Mader
|
||||
COMPANY, a Washington corporation;
|
|
|
|
||||
Its Manager
|
|
Its
|
President & CEO
|
||||
|
|
|
|
|
|
|
|
By:
|
/s/ James Melby
|
|
By
|
|
|||
|
James Melby
|
|
|
|
|
||
|
President
|
|
|
Its
|
|
STATE OF WASHINGTON
|
)
|
|
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
/s/ Katherine Kirkness
|
|
|
Type Notary Name: Katherine Kirkness
|
|
|
Notary Public in and for the State of
|
|
(SEAL)
|
Washington, residing at
|
Shoreline
|
|
My commission expires
|
9∙20∙17
|
STATE OF WASHINGTON
|
)
|
|
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
/s/ Maggie Surbridge
|
|
|
Type Notary Name: Maggie Surbridge
|
|
|
Notary Public in and for the State of
|
|
(SEAL)
|
Washington, residing at
|
King County
|
|
My commission expires
|
3/12/17
|
1.14
|
Security Deposit
. In addition to the Letter of Credit required to be maintained by Tenant in accordance with the Third Lease Addendum, upon Tenant’s execution of this Eighth Lease Addendum, Tenant shall pay Landlord Eight Thousand Four Hundred Seventy-four and 38/100 Dollars ($8,474.38), which amount shall be applied to the first month’s Rent for Suite 2026, so long as Tenant is not in default under the Lease beyond the applicable notice and cure period.
|
1.19
|
Commencement Date for Suite 2026
. Upon the earlier of (i) five (5) days following substantial completion of the Premises Improvements (defined in paragraph 4 below)
|
LANDLORD:
|
|
|
|
TENANT:
|
|
||
|
|
|
|
|
|
|
|
BELLEVUE PLACE OFFICE, LLC
|
|
SMARTSHEET, INC.,
|
|||||
a Washington limited liability company
|
|
a Washington corporation
|
|||||
|
|
|
|
|
|||
By: KEMPER DEVELOPMENT
|
|
By
|
/s/ Mark P. Mader
|
||||
COMPANY, a Washington corporation;
|
|
|
|
||||
Its Manager
|
|
Its
|
CEO
|
||||
|
|
|
|
|
|
|
|
By:
|
/s/ James Melby
|
|
By
|
Mark P. Mader
|
|||
|
James Melby
|
|
|
|
|
||
|
President
|
|
|
Its
|
CEO
|
STATE OF WASHINGTON
|
)
|
|
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
/s/ Katherine Kirkness
|
|
|
Type Notary Name: Katie Kirkness
|
|
|
Notary Public in and for the State of
|
|
(SEAL)
|
Washington, residing at
|
Shoreline
|
|
My commission expires
|
9∙20∙17
|
STATE OF WASHINGTON
|
)
|
|
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
/s/ Lauren Chierichetti
|
|
|
Type Notary Name: Lauren Chierichetti
|
|
|
Notary Public in and for the State of
|
|
(SEAL)
|
Washington, residing at
|
Seattle.
|
|
My commission expires
|
10/9/16.
|
•
|
From and including the date hereof through and including March 31, 2017 - the amount of the Letter of Credit shall be $533,408.00;
|
•
|
From and including April 1, 2017 through and including March 31, 2018 - the amount of the Letter of Credit shall be $400,000.00; and
|
•
|
From and including April 1, 2018 through and including the Expiration Date - the amount of the Letter of Credit shall be $206,704.00.
|
LANDLORD:
|
|
|
|
TENANT:
|
|
||
|
|
|
|
|
|
|
|
BELLEVUE PLACE OFFICE, LLC
|
|
SMARTSHEET, INC.,
|
|||||
a Washington limited liability company
|
|
a Washington corporation
|
|||||
|
|
|
|
|
|||
By: KEMPER DEVELOPMENT
|
|
By
|
/s/ Mark Mader
|
||||
COMPANY, a Washington corporation;
|
|
|
Mark Mader, CEO
|
||||
Its Manager
|
|
|
|
||||
|
|
|
|
|
|
|
|
By:
|
/s/ James Melby
|
|
|
|
|||
|
James Melby
|
|
|
|
|
||
|
President
|
|
|
|
|
STATE OF WASHINGTON
|
)
|
|
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
/s/ Katie Kirkness
|
|
|
Type Notary Name:
|
Katie Kirkness
|
|
Notary Public in and for the State of
|
|
(SEAL)
|
Washington, residing at
|
Shoreline
|
|
My commission expires
|
9∙20∙17
|
STATE OF WASHINGTON
|
)
|
|
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
/s/ Lauren Chierichetti
|
|
|
Type Notary Name:
|
Lauren Chierichetti
|
|
Notary Public in and for the State of
|
|
(SEAL)
|
Washington, residing at
|
Seattle
|
|
My commission expires
|
10/9/16
|
1.
|
Section 1. BASIC LEASE DATA, TERMS AND EXHIBITS
. The following paragraphs of Section 1 of the Lease are hereby amended in their entirety and/or added to read as follows:
|
LANDLORD:
|
|
|
|
TENANT:
|
|
||
|
|
|
|
|
|
|
|
BELLEVUE PLACE OFFICE, LLC
|
|
SMARTSHEET, INC.,
|
|||||
a Washington limited liability company
|
|
a Washington corporation
|
|||||
|
|
|
|
|
|||
By: KEMPER DEVELOPMENT
|
|
By
|
/s/ Mark Mader
|
||||
COMPANY, a Washington corporation;
|
|
|
Mark Mader, CEO
|
||||
Its Manager
|
|
|
|
||||
|
|
|
|
|
|
|
|
By:
|
/s/ James Melby
|
|
|
|
|||
|
James Melby
|
|
|
|
|
||
|
President
|
|
|
|
|
STATE OF WASHINGTON
|
)
|
|
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
/s/ Katie Kirkness
|
|
|
Type Notary Name:
|
Katie Kirkness
|
|
Notary Public in and for the State of
|
|
(SEAL)
|
Washington, residing at
|
Shoreline
|
|
My commission expires
|
9∙20∙17
|
STATE OF WASHINGTON
|
)
|
|
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
/s/ Maggie Surbridge
|
|
|
Type Notary Name:
|
Maggie Surbridge
|
|
Notary Public in and for the State of
|
|
(SEAL)
|
Washington, residing at
|
King County.
|
|
My commission expires
|
3/12/2017.
|
|
|
|
Page
|
|
|
|
|
|
|
1
|
BASIC LEASE DATA, TERMS AND EXHIBITS.
|
1
|
|
|
|
|
|
|
|
2
|
PREMISES
|
3
|
|
|
|
2.1
|
Generally
|
3
|
|
|
2.2
|
Reserved to Landlord
|
4
|
|
|
2.3
|
Intentionally Omitted
|
4
|
|
|
|
|
|
|
3
|
LEASE TERM
|
4
|
|
|
|
3.1
|
Generally
|
4
|
|
|
3.2
|
Termination
|
4
|
|
|
3.3
|
Holding Over
|
4
|
|
|
3.4
|
Option to Extend Lease Term
|
5
|
|
|
3.5
|
Right of First Opportunity
|
6
|
|
|
|
|
|
|
4
|
COMMENCEMENT AND EXPIRATION DATES; LEASE YEAR
|
7
|
|
|
|
4.1
|
Commencement Date
|
7
|
|
|
4.2
|
Expiration Date
|
7
|
|
|
4.3
|
Confirmation of Commencement and Expiration
|
7
|
|
|
4.4
|
Lease Year
|
7
|
|
|
|
|
|
|
5
|
RENT
|
7
|
|
|
|
|
|
|
|
6
|
ADDITIONAL RENT
|
8
|
|
|
|
6.1
|
Generally
|
8
|
|
|
6.2
|
Definitions
|
8
|
|
|
6.3
|
Payment
|
11
|
|
|
6.4
|
Nonpayment
|
12
|
|
|
6.5
|
Future Development of Bellevue Place
|
12
|
|
|
6.6
|
Disputes Relating to Additional Rent
|
12
|
|
|
|
|
|
|
7
|
LATE CHARGES
|
12
|
|
|
|
|
|
|
|
8
|
SECURITY DEPOSIT
|
13
|
|
|
|
|
|
|
|
9
|
USES
|
13
|
|
|
|
9.1
|
Permitted Uses
|
13
|
|
|
9.2
|
Prohibited Uses
|
14
|
|
|
9.3
|
Compliance with Laws, Rules and Regulations
|
14
|
|
|
9.4
|
Hazardous Material
|
14
|
|
|
|
|
|
|
10
|
SERVICES AND UTILITIES
|
15
|
|
|
|
10.1
|
Standard Services
|
15
|
|
|
10.2
|
Interruption of Services
|
15
|
|
|
10.3
|
Additional Services
|
15
|
|
|
|
|
|
|
11
|
IMPROVEMENTS, ALTERATIONS AND ADDITIONS
|
16
|
|
|
|
11.1
|
Premises Improvements
|
16
|
|
|
11.2
|
Alterations by Tenant
|
17
|
|
|
11.3
|
Disability Laws
|
18
|
|
|
|
|
|
|
12
|
MAINTENANCE OF THE PREMISES
|
18
|
|
|
|
12.1
|
Maintenance and Repair by Tenant
|
18
|
|
|
12.2
|
Failure to Maintain
|
18
|
|
|
12.3
|
Repair by Landlord
|
19
|
|
|
12.4
|
Surrender of Leased Premises
|
19
|
|
|
|
|
|
|
13
|
ACCEPTANCE OF THE LEASED PREMISES
|
19
|
|
|
|
|
|
|
|
14
|
DEFAULT BY LANDLORD
|
20
|
|
|
|
|
|
|
|
15
|
ACCESS
|
20
|
|
|
|
15.1
|
Right of Entry
|
20
|
|
|
15.2
|
Excavation
|
20
|
|
|
|
|
|
|
16
|
DAMAGE OR DESTRUCTION
|
21
|
|
|
|
16.1
|
Insured Loss
|
21
|
|
|
16.2
|
Uninsured Loss
|
21
|
|
|
16.3
|
No Obligation
|
21
|
|
|
16.4
|
Partial Destruction of the Bank of America Building
|
21
|
|
|
16.5
|
Business Interruption
|
22
|
|
|
|
|
|
|
17
|
MUTUAL RELEASE AND WAIVER OF SUBROGATION
|
22
|
|
|
|
|
|
|
|
18
|
INDEMNITY
|
22
|
|
|
|
18.1
|
Generally
|
22
|
|
|
18.2
|
Concurrent Negligence of Landlord and Tenant Relating to Construction, Repair and Maintenance Activities
|
23
|
|
|
18.3
|
Waiver of Workers’ Compensation Immunity
|
23
|
|
|
18.4
|
Provisions Specifically Negotiated
|
23
|
|
|
|
|
|
|
19
|
INSURANCE
|
23
|
|
|
|
19.1
|
Liability Insurance
|
23
|
|
|
19.2
|
Property Insurance
|
24
|
|
|
19.3
|
Failure to Maintain
|
24
|
|
|
19.4
|
Increase in Insurance Premium
|
24
|
|
|
|
|
|
|
20
|
ASSIGNMENT AND SUBLEASING
|
25
|
|
|
|
20.1
|
Assignment or Sublease
|
25
|
|
|
20.2
|
Assignee Obligations
|
26
|
|
|
20.3
|
Sublessee Obligations
|
26
|
|
|
20.4
|
Conditional Consents
|
26
|
|
|
20.5
|
Attorneys’ Fees and Costs
|
26
|
|
|
|
|
|
|
21
|
ADVERTISING
|
26
|
|
|
|
|
|
|
|
22
|
LIENS
|
26
|
|
|
|
|
|
|
|
23
|
TENANT’S DEFAULT
|
27
|
|
|
|
23.1
|
Default
|
27
|
|
|
23.2
|
Remedies in Default
|
28
|
|
|
23.3
|
Legal Expenses
|
28
|
|
|
23.4
|
Bankruptcy
|
28
|
|
|
23.5
|
Remedies Cumulative - Waiver
|
30
|
|
|
|
|
|
|
24
|
SUBORDINATION AND ATTORNMENT; MORTGAGEE PROTECTION
|
30
|
|
|
|
24.1
|
Subordination - Notice to Mortgagee
|
30
|
|
|
24.2
|
Mortgagee Protection Clause
|
30
|
|
|
|
|
|
|
25
|
SURRENDER OF POSSESSION
|
30
|
|
|
|
|
|
|
|
26
|
REMOVAL OF PROPERTY
|
31
|
|
|
|
|
|
|
|
27
|
VOLUNTARY SURRENDER
|
31
|
|
|
|
|
|
|
|
28
|
EMINENT DOMAIN
|
31
|
|
|
|
28.1
|
Total Taking
|
31
|
|
|
28.2
|
Constructive Taking of Entire Premises
|
31
|
|
|
28.3
|
Partial Taking
|
31
|
|
|
28.4
|
Damages
|
32
|
|
|
|
|
|
|
29
|
NOTICES
|
32
|
|
|
|
|
|
|
|
30
|
LANDLORD’S LIABILITY
|
32
|
|
|
|
|
|
|
|
31
|
TENANT’S CERTIFICATES
|
33
|
|
|
|
|
|
|
|
32
|
RIGHT TO PERFORM
|
34
|
|
|
|
|
|
|
33
|
AUTHORITY
|
34
|
|
|
|
|
|
|
|
34
|
PARKING AND COMMON AREAS
|
34
|
|
|
|
34.1
|
Parking
|
34
|
|
|
34.2
|
Common Areas
|
35
|
|
|
|
|
|
|
35
|
TRANSPORTATION MANAGEMENT PROGRAM
|
35
|
|
|
|
|
|
|
|
36
|
QUIET ENJOYMENT
|
35
|
|
|
|
|
|
|
|
37
|
GENERAL
|
35
|
|
|
|
37.1
|
Captions
|
35
|
|
|
37.2
|
Bellevue Place Rent and Income
|
36
|
|
|
37.3
|
Successors or Assigns
|
36
|
|
|
37.4
|
Tenant Defined
|
36
|
|
|
37.5
|
Lost Security or Access Key Card
|
36
|
|
|
37.6
|
Landlord’s Consent
|
36
|
|
|
37.7
|
Broker’s Commission
|
36
|
|
|
37.8
|
Partial Invalidity
|
36
|
|
|
37.9
|
Recording
|
37
|
|
|
37.10
|
Joint Obligation
|
37
|
|
|
37.11
|
Time
|
37
|
|
|
37.12
|
Prior Agreements
|
37
|
|
|
37.13
|
Inability to Perform
|
37
|
|
|
37.14
|
Transfer of Landlord’s Interest
|
37
|
|
|
37.15
|
No Light, Air or View Easement
|
38
|
|
|
37.16
|
Reciprocal Easement Agreements
|
38
|
|
|
37.17
|
Waiver
|
38
|
|
|
37.18
|
Name
|
38
|
|
|
37.19
|
Choice of Law - Venue
|
38
|
|
|
37.20
|
OFAC Certification
|
38
|
|
|
37.21
|
Current Tenant
|
39
|
|
|
37.22
|
Letter of Credit
|
39
|
|
|
37.23
|
Tenant Expansion Right
|
40
|
|
|
37.24
|
Current Lease Amendment.
|
43
|
|
1.
|
BASIC LEASE DATA, TERMS AND EXHIBITS.
|
1.1
|
Landlord
: Bellevue Place Office, LLC, a Washington limited liability company.
|
1.2
|
Address of Landlord
: P. 0. Box 4186, Bellevue, Washington 98009.
|
1.3
|
Tenant
: Smartsheet.com, Inc., a Washington corporation.
|
1.4
|
Principal Business Address of Tenant
: 10500 NE 8
th
Street, Suite 1300, Bellevue, WA 98004.
|
1.5
|
Tenant’s Permitted Trade Name
: Smartsheet.com.
|
1.6
|
Leased Premises
: That portion of the thirteenth (13
th
) floor of the Bank of America Building; as and where shown on Exhibit “C” attached hereto.
|
1.7
|
Rentable Area of the Leased Premises
: Nineteen Thousand Three Hundred Nineteen (19,319) square feet.
|
1.10
|
Rent
:
[based on 19,319 rentable square feet]
|
1.11
|
Lease Term
: Seventy-two (72) calendar months, plus that portion of a calendar month necessary, if at all, for the Expiration Date to occur on the last day of such calendar month.
|
1.12
|
Commencement Date
: Upon Substantial Completion of the Premises Improvements (defined in Section 11.1(a) below), estimated to be March 1, 2015.
|
1.13
|
Expiration Date
: February 28, 2021.
|
1.14
|
Security Deposit
: One Million Three Hundred Forty-one Thousand Four Hundred Sixty-two and 00/100 Dollars ($1,341,462.00), in the form of a letter of credit as further described in Sections 8 and 37.22 below.
|
1.15
|
Deadline for Submission to Landlord of Tenant’s Final Working Drawings for Tenant’s Improvements
: October 31, 2014.
|
1.16
|
Contingency
: THIS LEASE IS CONTINGENT UPON ITS ACCEPTANCE AND APPROVAL BY LANDLORD’S LENDERS. If this Lease is acceptable to Landlord’s lenders, this contingency will be waived by Landlord.
|
1.17
|
Exhibits Incorporated by Reference
:
|
2.
|
PREMISES
.
|
2.1
|
Generally
.
|
2.2
|
Reserved to Landlord
.
|
2.3
|
Intentionally Omitted
.
|
3.
|
LEASE TERM
.
|
3.1
|
Generally
.
|
3.2
|
Termination
.
|
3.3
|
Holding Over
.
|
3.4
|
Option to Extend Lease Term
.
|
3.5
|
Right of First Opportunity
.
|
4.
|
COMMENCEMENT AND EXPIRATION DATES; LEASE YEAR
.
|
4.1
|
Commencement Date
.
|
4.2
|
Expiration Date
.
|
4.3
|
Confirmation of Commencement and Expiration
.
|
4.4
|
Lease Year
.
|
5.
|
RENT
.
|
6.
|
ADDITIONAL RENT
.
|
6.1
|
Generally
.
|
6.2
|
Definitions
.
|
6.3
|
Payment
.
|
6.4
|
Nonpayment
.
|
6.5
|
Future Development of Bellevue Place
.
|
6.6
|
Disputes Relating to Additional Rent
.
|
7.
|
LATE CHARGES
.
|
8.
|
SECURITY DEPOSIT
.
|
9.
|
USES
.
|
9.1
|
Permitted Uses
.
|
9.2
|
Prohibited Uses
.
|
9.3
|
Compliance with Laws, Rules and Regulations
.
|
9.4
|
Hazardous Material
.
|
10.
|
SERVICES AND UTILITIES
.
|
10.1
|
Standard Services
.
|
10.2
|
Interruption of Services
.
|
10.3
|
Additional Services
.
|
11.
|
IMPROVEMENTS, ALTERATIONS AND ADDITIONS
.
|
11.1
|
Premises Improvements
.
|
11.2
|
Alterations by Tenant
.
|
11.3
|
Disability Laws
.
|
12.
|
MAINTENANCE OF THE PREMISES
.
|
12.1
|
Maintenance and Repair by Tenant
.
|
12.2
|
Failure to Maintain
.
|
12.3
|
Repair by Landlord
.
|
12.4
|
Surrender of Leased Premises
.
|
13.
|
ACCEPTANCE OF THE LEASED PREMISES
.
|
14.
|
DEFAULT BY LANDLORD
.
|
15.
|
ACCESS
.
|
15.1
|
Right of Entry
.
|
15.2
|
Excavation
.
|
16.
|
DAMAGE OR DESTRUCTION
.
|
16.1
|
Insured Loss.
|
16.2
|
Uninsured Loss
.
|
16.3
|
No Obligation
.
|
16.4
|
Partial Destruction of the Bank of America Building
.
|
16.5
|
Business Interruption
.
|
17.
|
MUTUAL RELEASE AND WAIVER OF SUBROGATION
.
|
18.
|
INDEMNITY
.
|
18.1
|
Generally
.
|
18.2
|
Concurrent Negligence of Landlord and Tenant Relating to Construction, Repair and Maintenance Activities
.
|
18.3
|
Waiver of Workers’ Compensation Immunity
.
|
18.4
|
Provisions Specifically Negotiated
.
|
19.
|
INSURANCE
.
|
19.1
|
Liability Insurance
.
|
19.2
|
Property Insurance
.
|
19.3
|
Failure to Maintain
.
|
19.4
|
Increase in Insurance Premium
.
|
20.1
|
Assignment or Sublease
.
|
20.2
|
Assignee Obligations
.
|
20.3
|
Sublessee Obligations
.
|
20.4
|
Conditional Consents
.
|
20.5
|
Attorneys’ Fees and Costs
.
|
21.
|
ADVERTISING
.
|
22.
|
LIENS
.
|
23.
|
TENANT’S DEFAULT
.
|
23.1
|
Default
.
|
23.2
|
Remedies in Default
.
|
23.3
|
Legal Expenses
.
|
23.4
|
Bankruptcy
.
|
23.5
|
Remedies Cumulative - Waiver
.
|
24.
|
SUBORDINATION AND ATTORNMENT; MORTGAGEE PROTECTION
.
|
24.1
|
Subordination - Notice to Mortgagee
.
|
24.2
|
Mortgagee Protection Clause
.
|
25.
|
SURRENDER OF POSSESSION
.
|
26.
|
REMOVAL OF PROPERTY
.
|
27.
|
VOLUNTARY SURRENDER
.
|
28.
|
EMINENT DOMAIN
.
|
28.1.
|
Total Taking
.
|
28.2.
|
Constructive Taking of Entire Premises
.
|
28.3.
|
Partial Taking
.
|
28.4.
|
Damages
.
|
29.
|
NOTICES
.
|
30.
|
LANDLORD’S LIABILITY
.
|
31.
|
TENANT’S CERTIFICATES
.
|
32.
|
RIGHT TO PERFORM
.
|
33.
|
AUTHORITY
.
|
34.
|
PARKING AND COMMON AREAS
.
|
34.1
|
Parking
.
|
34.2
|
Common Areas
.
|
35.
|
TRANSPORTATION MANAGEMENT PROGRAM
.
|
36.
|
QUIET ENJOYMENT
.
|
37.
|
GENERAL
.
|
37.1
|
Captions
.
|
37.2
|
Bellevue Place Rent and Income
.
|
37.3
|
Successors or Assigns
.
|
37.4
|
Tenant Defined
.
|
37.5
|
Lost Security or Access Key Card
.
|
37.6
|
Landlord’s Consent
.
|
37.7
|
Broker’s Commission
.
|
37.8
|
Partial Invalidity
.
|
37.9
|
Recording
.
|
37.10
|
Joint Obligation
.
|
37.11
|
Time
.
|
37.12
|
Prior Agreements
.
|
37.13
|
Inability to Perform
.
|
37.14
|
Transfer of Landlord’s Interest.
|
37.15
|
No Light, Air or View Easement
.
|
37.16
|
Reciprocal Easement Agreements
.
|
37.17
|
Waiver
.
|
37.18
|
Name
.
|
37.19
|
Choice of Law - Venue
.
|
37.20
|
OFAC Certification
.
|
37.21
|
Current Tenant
.
|
37.22
|
Letter of Credit
.
|
•
|
From and including the 25
th
month of the Lease Term though and including the 36
th
month of the Lease Term - $1,006,096.00;
|
•
|
From and including the 37th month of the Lease Term though and including the 48
th
month of the Lease Term - $670,731.00;
|
•
|
From and including the 49th month of the Lease Term though and including the 60
th
month of the Lease Term - $469,511.00; and
|
•
|
From and including the 61st month of the Lease Term though and including the Expiration Date - $201,219.
|
37.23
|
Tenant Expansion Right
|
Location
|
RSF
|
Date Available
|
Total
|
Current Premises
|
22,237
|
N/A
|
22,237
|
Floor 13
|
19,319
|
10/31/14
|
41,556
|
Floor 20
|
1,696
|
2/1/16
|
43,252
|
Floor 4 (Vacant)
|
2,579
|
Now
|
45,831
|
Floor 4 (B of A)
|
9,775
|
5/31/16
|
55,606
|
Floor 5 (B of A)
|
19,169
|
5/31/16
|
74,775
|
37.24
|
Current Lease Amendment.
|
LANDLORD:
|
|
TENANT:
|
|||
|
|
|
|||
BELLEVUE PLACE OFFICE, LLC, a
|
|
SMARTSHEET, INC.,
|
|||
Washington limited liability company
|
|
a Washington corporation
|
|||
By:
|
KEMPER DEVELOPMENT
|
|
|
|
|
|
COMPANY, a Washington
|
|
By:
|
/s/ Mark Mader
|
|
|
corporation; Its Manager
|
|
|
Mark Mader
|
|
|
|
|
|
Its:
|
President
|
By:
|
/s/ James E. Melby
|
|
|
||
|
James E. Melby
|
|
By:
|
|
|
Its:
|
President
|
|
|
/s/ Mark Mader
|
|
|
|
Its:
|
President & CEO
|
STATE OF WASHINGTON
|
)
|
|
|
|
) ss:
|
|
|
COUNTY OF KING
|
)
|
|
|
|
|
/s/ Katherine Kirkness
|
|
|
|
Type Notary Name:
|
Katherine Kirkness
|
|
|
Notary Public in and for the State of
|
|
(SEAL)
|
|
Washington, residing at
|
Shoreline
|
|
|
My commission expires
|
9-20-17
|
|
|
|
|
STATE OF WASHINGTON
|
)
|
|
|
|
) ss:
|
|
|
COUNTY OF KING
|
)
|
|
|
|
|
|
|
|
|
/s/ Maggie Surbridge
|
|
|
|
Type Notary Name:
|
Maggie Surbridge
|
|
|
Notary Public in and for the State of
|
|
(SEAL)
|
|
Washington, residing at
|
King County
|
|
|
My commission expires
|
3/12/2017
|
|
Tenant Design & Construction Manual 2014
|
1
|
|
Tenant Design & Construction Manual 2014
|
2
|
|
Contents
|
|
|
|
|
|
ARTICLE I: Building Description
|
5
|
|
|||
|
Section 1.01: Design Concept
|
5
|
|
||
|
Section 1.02: Construction Type
|
6
|
|
||
|
Section 1.03: Vicinity Map, Site Plan
|
7
|
|
||
Article II: Directory Of Landlords Representatives, Consultants, And Government Agencies
|
8
|
|
|||
|
A. Landlord’s Representatives
|
8
|
|
||
|
B. Government Agencies
|
9
|
|
||
|
C. Utility Services
|
9
|
|
||
Article III: Tenant Improvement Design And Landlord Approval Process
|
10
|
|
|||
|
Section 3.01: Description of Tenant’s Additional Improvements and Design Criteria
|
10
|
|
||
|
|
Method of Measuring Tenant Spaces
|
10
|
|
|
|
Section 3.02: Design Criteria
|
11
|
|
||
|
Section 3.03: Standard Specifications
|
12
|
|
||
|
|
Shell Perimeter Walls, Corridor Walls, Demising Partitions, and Ceilings
|
12
|
|
|
|
|
|
Perimeter Walls
|
12
|
|
|
|
|
Corridor Walls
|
12
|
|
|
|
|
Demising Partitions
|
12
|
|
|
|
|
Standard Partitions
|
12
|
|
|
|
|
Column/finish Treatment
|
12
|
|
|
|
|
Ceiling
|
13
|
|
|
|
Doors, Frames and Hardware
|
13
|
|
|
|
|
Paint
|
13
|
|
|
|
|
Flooring
|
13
|
|
|
|
|
Penetrations, Welding and Hot Work
|
14
|
|
|
|
|
Waterproofing
|
14
|
|
|
|
|
Plumbing
|
14
|
|
|
|
|
Mechanical
|
15
|
|
|
|
|
Electrical
|
18
|
|
|
|
|
Structural and Roof
|
20
|
|
|
|
|
Fire/Life Safety, Fire Sprinklers and Testing
|
20
|
|
|
|
|
Communication System
|
21
|
|
|
|
|
Satellite Dish
|
21
|
|
|
|
Section 3.04: Existing Building Conditions
|
21
|
|
||
|
Section 3.05: Design Submittal Requirements
|
22
|
|
||
|
|
A. Preliminary Submittal
|
22
|
|
|
|
|
B. Final Submittal
|
22
|
|
|
|
|
Permits
|
23
|
|
|
|
|
Mechanical/Electrical Schedule
|
24
|
|
|
|
|
Start-up and air balance request
|
25
|
|
Tenant Design & Construction Manual 2014
|
3
|
|
Article IV: CONSTRUCTION PHASE
|
26
|
|
|||
|
Section 4.01: Construction Agreement
|
26
|
|
||
|
Section 4.02: Preconstruction Meeting
|
26
|
|
||
|
|
Construction Contract and Schedule of Values
|
26
|
|
|
|
|
Bonds
|
26
|
|
|
|
|
Certificate of Insurance
|
27
|
|
|
|
|
Acceptance of Leased Premises
|
27
|
|
|
|
|
Construction Schedule
|
27
|
|
|
|
|
Building Permit
|
27
|
|
|
|
|
Subcontractor List
|
27
|
|
|
|
|
Construction Deposit
|
27
|
|
|
|
|
Signed Lease and Delivery of Security Deposit
|
27
|
|
|
|
Section 4.03: Tenant Contractor Rules and Regulations
|
27
|
|
||
|
|
General Contractor Responsibility
|
28
|
|
|
|
|
Superintendent
|
28
|
|
|
|
|
Subcontractors
|
28
|
|
|
|
|
Excessive Noise and Odors
|
28
|
|
|
|
|
Smoking
|
28
|
|
|
|
|
Damage
|
28
|
|
|
|
|
Storage
|
28
|
|
|
|
|
Trash and Dumpsters
|
28
|
|
|
|
|
Dust and Dirt
|
28
|
|
|
|
|
Delivery and Parking
|
28
|
|
|
|
|
Working Hours
|
28
|
|
|
|
|
Contractor Signage
|
29
|
|
|
|
|
Construction Barricade
|
29
|
|
|
|
Section 4.04: Demolition
|
29
|
|
||
|
Section 4.05: Penetrations, Welding and Hot Work
|
29
|
|
||
|
Section 4.06: Fire Pre-Test/Final Test Procedures
|
29
|
|
||
|
Section 4.07: Stopping the Work
|
30
|
|
||
|
Section 4.08: Construction Completion and Closeout
|
30
|
|
||
|
Section 4.09: Tenant Improvement Checklist
|
31
|
|
||
Article V: MISCELLANEOUS FORMS
|
32
|
|
|||
|
|
Contractor Rules
|
34
|
|
|
|
|
Pre/Post Demo MEP Inspection Form
|
35
|
|
|
|
|
Emergency Fire Sprinkler Containment Kit Instructions
|
36
|
|
|
|
|
Fire System Sprinkler Drain and Re-fill Procedure
|
37
|
|
|
|
|
Hot Work Permit Sample
|
38
|
|
|
Article VI: TYPICAL DETAILS (11/22/2010)
|
39
|
|
Tenant Design & Construction Manual 2014
|
4
|
|
Tenant Design & Construction Manual 2014
|
5
|
|
Tenant Design & Construction Manual 2014
|
6
|
|
A.
|
Landlord’s Representatives
:
|
Landlord
Bellevue Place Office, LLC
Kemper Development Company
575 Bellevue Square
Bellevue, Washington 98004
Sr. VP of Design & Construction - Daniel P. Meyers, AIA
Tenant Coordinator/Project Manager - Tony Cook
(425) 646-3660 or tony.cook@kemperdc.com
|
Management Office
Bellevue Place Office Building
10500 NE 8th Street, Suite 215
Bellevue, Washington 98004
VP of Property Management - Phillip Scott
(425) 460-5840 or (206) 861-5770 or Phillip.scott@kemperdc.com
Security - (425) 460-5730
|
Landlord’s Legal Representative
Perkins Coie LLP
0885 NE 4th Street, Suite 700
Bellevue, Washington 98004
Attn: Craig Gilbert
(425) 635-1400 Fax (425) 635-2400
|
Project Architect
Sclater Partners Architects, P.C.
414 Olive Way, Suite 300
Seattle, Washington 98101
Attn: Craig Kasman
(206) 624-8682 Fax (206) 621-8445
|
Space Planner
JPC Architects
909 112th Ave. NE, Suite 206
Bellevue, WA 98004
Attn: Amy Nichols
(425) 641-9200
|
Structural Engineer
Cary Kopczynski & Co.
10500 NE 8th Street, Suite 800
Bellevue, Washington 98004
(425) 455-2144 Fax (425) 455-2091
|
Electrical Contractor
Nelson Electric
9620 Stone Avenue N, Suite 201
Seattle, Washington 98103
(206) 523-4525 Fax (206) 527-9539
|
Fire Protection Contractor
Patriot Fire Protection Inc.
2707 70th Avenue E
Tacoma, Washington 98424
(253) 926-2290 Fax (253) 922-6150
|
Tenant Design & Construction Manual 2014
|
7
|
|
Fire Alarm Contractor
SimplexGrinnell
9520 10th Avenue S, Suite 100
Seattle, WA 98108
(206) 291-1400 Fax (206) 291-1500
|
Mechanical Engineer & Contractor
MacDonald Miller Facility Solutions
7717 Detroit Avenue SW
Seattle, Washington 98106
Attn: Jon Sigmund
(206) 768-4222 Fax (206) 768-4223
|
Roofing Contractor
Snyder Roofing
20203 Broadway Avenue
Snohomish, Washington 98296
(425) 402-1848
|
B.
|
Government Agencies:
|
Building Department
City of Bellevue - Design and Development
P.O. Box 90012
Bellevue, Washington 98009
(425) 452-6864
|
Fire Department
Bellevue Fire Prevention Bureau
766 Bellevue Way S.E.
Bellevue, Washington 98004
(425) 452-6872
|
C.
|
Utility Services:
|
Water
Water and Sewer Utilities City of Bellevue
P.O. Box 90012
Bellevue, Washington 98009
(425) 455-6864
|
Electricity
Puget Sound Energy
10608 NE Fourth Street
Bellevue, Washington 98004
New Services
(425) 455-5120
|
Telephone
CenturyLink
Business Services
(800) 603-6000
|
Tenant Design & Construction Manual 2014
|
8
|
|
Tenant Design & Construction Manual 2014
|
9
|
|
-
|
Schematic Phase (Space plan)
|
-
|
Construction Document Phase (Working drawings)
|
•
|
Dimensions of all walls, openings and other space planning features
|
•
|
Reflected ceiling plan; locating the ceiling grid and light fixtures
|
•
|
Power and telephone plan; including specific requirements for computers and other dedicated circuits
|
•
|
Location and dimensions of all slab penetrations
|
•
|
HVAC modifications/requirements
|
•
|
Plumbing modifications/requirements
|
•
|
Number of personnel to occupy the space
|
•
|
Number, size and relationship of private offices
|
•
|
Conference room requirements
|
•
|
Reception area requirements
|
•
|
Storage and office support requirements
|
•
|
Equipment needs
|
Tenant Design & Construction Manual 2014
|
10
|
|
Tenant Design & Construction Manual 2014
|
11
|
|
Tenant Design & Construction Manual 2014
|
12
|
|
•
|
Protection screens to isolate the area from slashes and sparks
|
•
|
Flashback arrestor fitted to the inlet connection of the welding and cutting blowpipes
|
•
|
Fire extinguishers
|
•
|
Fire Watch by outside vendor or Bellevue Place Security
|
•
|
Pre-installation meeting of all parties associated with waterproofing.
|
•
|
Periodic part time inspection with a minimum of three site visits a week.
|
•
|
Review the start and end of all required water tests.
|
Tenant Design & Construction Manual 2014
|
13
|
|
·
|
Verify design criteria based on original design, ventilation ratios, and load calculations.
|
·
|
Inspect the existing space and compare the as-built records to the current conditions and notify Landlord of discrepancies. Landlord will make a determination of further work based on observations.
|
·
|
Removal of all existing fan coil units where there aren’t 24 hour cooling requirements, including all ductwork and piping. All removed equipment must be returned to Landlord.
|
·
|
When removing CWFC (fan coil units), the chilled water and condensate pipes must be removed back to the closest “T”. Valves with caps should be provided for future use if not already existing.
|
·
|
Re-balance all VAV zones in the remodeled space, regardless if diffuser modifications where made.
|
·
|
Verify all VAV bottom service access panels are accessible for future use.
|
Tenant Design & Construction Manual 2014
|
14
|
|
Tenant Design & Construction Manual 2014
|
15
|
|
•
|
Occupant Density - Densities will be based on 1 person for every 265 square feet.
|
•
|
Lighting Loads - Loads will be coordinated with the electrical engineer. Lighting loads will be in the approximate range of 0.5 to 2.0 watts per square foot depending on the space usage.
|
•
|
Miscellaneous Equipment Loads - Loads will be in the approximate range of 0.5 to 5.0 watts per square foot depending on use.
|
·
|
Conference rooms with 6 or more people
|
·
|
Training rooms
|
·
|
Corner offices
|
Tenant Design & Construction Manual 2014
|
16
|
|
Tenant Design & Construction Manual 2014
|
17
|
|
Tenant Design & Construction Manual 2014
|
18
|
|
Tenant Design & Construction Manual 2014
|
19
|
|
Tenant Design & Construction Manual 2014
|
20
|
|
Tenant Design & Construction Manual 2014
|
21
|
|
Tenant Design & Construction Manual 2014
|
22
|
|
Prepared by:
|
|
||||
|
|
|
|
|
|
Mechanical
|
|
Phone
|
|
Date
|
|
|
|
|
|
|
|
Electrical
|
|
Phone
|
|
Date
|
|
Water closets
|
|
Total fixture units
|
|
Grease waste fixture units
|
|
Lavatories
|
|
Total fixture units
|
|
Sanitary waste fixture units
|
|
Sinks
|
|
Total fixture units
|
|
Vent Fixture Units
|
|
Water fountains
|
|
Total fixture units
|
|
|
|
Other
|
|
|
|
|
|
|
Total fixture units
|
|
|
|
|
|
Total fixture units
|
|
|
|
|
|
Total fixture units
|
|
|
|
Tenant Design & Construction Manual 2014
|
23
|
|
1.
|
Tenant Name
|
|
Space#
|
|
|
|
|
|
|
|
|
2.
|
Contractor Contace
|
|
Phone
|
|
|
|
|
|
|
|
|
3.
|
Mech. Contractor Contact
|
|
Phone
|
|
|
|
|
|
|
|
|
4.
|
Elec. Contractor Contact
|
|
Phone
|
|
|
|
|
|
|
|
|
5.
|
Electrical Yes No Remarks
|
|
|
|
|
|
AC or FCU/CU Unit numbers
|
|
|||
|
Disconnects mounted?
|
|
|||
|
Power to the disconnects?
|
|
|||
|
Voltage to the disconnects correct?
|
|
|||
|
Correct size wire to the unit?
|
|
|||
|
Proper size fuses installed?
|
|
|||
|
Thermostat mounted and wired?
|
|
|||
|
Duct heaters disconnects/fuses installed?
|
|
|||
|
|
|
|||
6.
|
Sheet Metal Yes No Remarks
|
|
|||
|
Mech. design review passed?
|
|
|||
|
Duct work complete?
|
|
|||
|
Diffusers in?
|
|
|||
|
Damper installed for each supply grill?
|
|
|||
|
Return air system installed?
|
|
|||
|
Restroom exhaust installed?
|
|
Date
|
|
Signed
|
|
|
|
|
Contractor
|
Start-up Remarks (for Landlord’s use)
|
|
|
|
|
|
|
|
|
|
Tenant Design & Construction Manual 2014
|
24
|
|
•
|
Roofing, flashing, counter-flashing, roof penetrations, roof repairs and curbs
|
•
|
Automatic Fire Sprinkler System including engineering
|
•
|
Low voltage control wiring between the energy management system and Tenant’s HVAC equipment
|
•
|
Installation of HVAC equipment and mechanical work outside of the Leased Premises
|
•
|
Start-up, testing, and air balance of HVAC equipment
|
•
|
Connection to building fire alarm system and building house panels
|
•
|
Electrical rooftop work
|
Tenant Design & Construction Manual 2014
|
25
|
|
Tenant Design & Construction Manual 2014
|
26
|
|
Tenant Design & Construction Manual 2014
|
27
|
|
Tenant Design & Construction Manual 2014
|
28
|
|
•
|
Lease signed
|
•
|
Security Deposit received
|
•
|
Preliminary Submittal
|
•
|
Landlord Approval
|
•
|
Final Submittal
|
•
|
Mechanical Approval
|
•
|
Electrical Approval
|
•
|
Copy of Building Permit
|
•
|
Construction Contract, including Schedule of Values
|
•
|
Certificate of Insurance
|
•
|
Payment Bond
|
•
|
Performance Bond
|
•
|
Construction Schedule
|
•
|
Construction Deposit
|
•
|
Subcontractor List
|
•
|
Copy of signed Permit Inspection Record from the City of Bellevue
|
•
|
Certificate of Substantial Completion
|
•
|
Completed Punch List signed off by Landlord
|
•
|
As-Built drawings (AutoCAD and PDF format) to Landlord
|
•
|
Waterproofing Certificate/Warranty
|
Tenant Design & Construction Manual 2014
|
29
|
|
Tenant Design & Construction Manual 2014
|
30
|
|
Tenant Space No:
|
|
Tenant;
|
|
|
General Contractor:
|
|
|||
Signature:
|
|
|||
Print Name:
|
|
|||
Email Address:
|
|
|||
Cell Phone Number:
|
|
Tenant Design & Construction Manual 2014
|
31
|
|
Tenant Design & Construction Manual 2014
|
32
|
|
Tenant Design & Construction Manual 2014
|
33
|
|
•
|
One (1) red, 55 gal. Rubbermaid can
|
•
|
One (1) 100 foot roll of a poly-tube
|
•
|
One (1) roll of Gorilla Tape
|
•
|
One (1) roll of galvanized wire
|
•
|
One (1) carpenters knife
|
Tenant Design & Construction Manual 2014
|
34
|
|
* = RED TAG impairment tagging system
(FM Global)
|
Tenant Design & Construction Manual 2014
|
35
|
|
Tenant Design & Construction Manual 2014
|
36
|
|
Tenant Design & Construction Manual 2014
|
37
|
|
C-5
|
ADA CLOSET ROD & SHELF
|
|
|
D-1
|
SUSPENDED CEILING SUPPORT
|
D-2
|
CEILING PARIMETER DETAIL
|
|
|
E-1
|
CARPET/VCT TRANSITION DETAIL
|
E-2
|
CARPET/WOOD TRANSITION DETAIL
|
E-3
|
CARPET/VINYL TRANSITION DETAIL
|
E-4
|
CARPET/STONE TRANSITION DETAIL
|
Tenant Design & Construction Manual 2014
|
38
|
I.
|
OBJECTIVES
|
II.
|
DEFINITIONS
|
III.
|
CONDITIONS
|
Project Occupancy
|
Employee Vehicles
Parked
|
Peak Hour
Outbound Employee
Vehicle Trips (PM)
|
0 to 49% Occupancy
|
(no targets)
|
(no targets)
|
50.0 to 54.9%
|
783
|
597
|
55.0 to 59.9%
|
829
|
632
|
60.0 to 64.9%
|
873
|
666
|
65.0 to 69.9%
|
918
|
700
|
70.0 to 74.9%
|
962
|
734
|
75.0 to 79.9%
|
1003
|
765
|
80.0 to 84.9%
|
1044
|
797
|
85.0 to 89.9%
|
1083
|
826
|
90.0 to 94.9%
|
1117
|
852
|
95.0 to 100% (full Occupancy)
|
1117
|
852
|
1st Year (or portion of)
|
|
$42/p.m. peak hour outbound trip
|
2nd Year
|
|
$37
|
3rd Year
|
|
$32
|
4th Year
|
|
$28
|
5th Year & Beyond
|
|
$24
|
By
|
|
|
Name:
|
|
|
Its:
|
|
|
|
|
|
By
|
|
|
Name:
|
|
|
Its:
|
|
TENANT
|
|
|
|
|
|
By
|
|
|
|
|
Its President
|
|
|
By
|
|
|
|
|
Its President
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
|
NOTARY PUBLIC in and for the
|
||
|
|
State of Washington, residing
|
||
(SEAL)
|
|
at
|
|
|
|
|
My Commission expires
|
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
NOTARY PUBLIC in and for the
|
||
(SEAL)
|
State of Washington, residing
|
||
|
at
|
|
|
|
My Commission expires
|
|
•
|
From and including April 1, 2016 through and including March 31, 2017 - the amount of the Letter of Credit shall be $1,006,097;
|
•
|
From and including April 1, 2017 through and including March 31, 2018 - the amount of the Letter of Credit shall be $754,572;
|
•
|
From and including April 1, 2018 through and including March 31, 2019 - the amount of the Letter of Credit shall be $503,048;
|
•
|
From and including April 1, 2019 through and including March 31, 2020 - the amount of the Letter of Credit shall be $352,133; and
|
•
|
From and including April 1, 2020 through and including the Expiration Date - the amount of the Letter of Credit shall be $150,914.
|
•
|
For the period from and including March 9, 2015, though and including March 31, 2017, the amount of the Letter of Credit shall be $1,341,462;
|
•
|
For the period from and including April 1, 2017, though and including March 31, 2018, the amount of the Letter of Credit shall be $1,006,097;
|
•
|
For the period from and including April 1, 2018 though and including March 31, 2019, the amount of the Letter of Credit shall be $670,731;
|
•
|
For the period from and including April 1, 2019, though and including March 31, 2020, the amount of the Letter of Credit shall be $469,511; and
|
•
|
For the period from and including April 1, 2020, through and including the Expiration Date, the amount of the Letter of Credit shall be $201,219.
|
LANDLORD:
|
|
TENANT:
|
||||
|
|
|
||||
BELLEVUE PLACE OFFICE, LLC,
|
|
SMARTSHEET, INC.,
|
||||
a Washington limited liability company
|
|
a Washington corporation
|
||||
|
|
|
||||
By
|
KEMPER DEVELOPMENT COMPANY
|
|
By
|
/s/ Mark Mader
|
||
|
a Washington limited liability company, Its
|
|
|
Mark Mader, President and CEO
|
||
|
Manager
|
|
|
|||
|
|
|
|
|
||
By
|
/s/ James E. Melby
|
|
|
|||
|
James E. Melby
|
|
|
|||
|
President
|
|
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
|
/s/ Katie Kirkness
|
|
|
|
Type Notary Name: Katie Kirkness
|
|
|
|
Notary Public in and for the State of
|
|
(SEAL)
|
|
Washington, residing at Shoreline
|
|
|
|
My commission expires 7-20-17
|
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
|
/s/ Lauren Chierichetti
|
|
|
|
Type Notary Name: Lauren Chierichetti
|
|
|
|
Notary Public in and for the State of
|
|
(SEAL)
|
|
Washington, residing at Seattle
|
|
|
|
My commission expires 10/9/16
|
|
LANDLORD:
|
|
TENANT:
|
||||
|
|
|
||||
BELLEVUE PLACE OFFICE, LLC,
|
|
SMARTSHEET, INC.,
|
||||
a Washington limited liability company
|
|
a Washington corporation
|
||||
|
|
|
||||
By
|
KEMPER DEVELOPMENT COMPANY
|
|
By
|
/s/ Mark Mader
|
||
|
a Washington limited liability company,
|
|
|
Mark Mader, President and CEO
|
||
|
Its Manager
|
|
|
|||
|
|
|
|
|
||
By
|
/s/ James E. Melby
|
|
|
|||
|
James E. Melby
|
|
|
|||
|
President
|
|
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
|
/s/ Katie Kirkness
|
|
|
|
Type Notary Name: Katie Kirkness
|
|
|
|
Notary Public in and for the State of
|
|
(SEAL)
|
|
Washington, residing at Shoreline
|
|
|
|
My commission expires 9-20-17
|
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
|
/s/ Maggie Surbridge
|
|
|
|
Type Notary Name: Maggie Surbridge
|
|
|
|
Notary Public in and for the State of
|
|
(SEAL)
|
|
Washington, residing at King County
|
|
|
|
My commission expires 3/12/2017
|
|
LANDLORD:
|
|
TENANT:
|
||||
|
|
|
||||
BELLEVUE PLACE OFFICE, LLC,
|
|
SMARTSHEET, INC.,
|
||||
a Washington limited liability company
|
|
a Washington corporation
|
||||
|
|
|
||||
By
|
KEMPER DEVELOPMENT
|
|
By
|
/s/ Jennifer Ceran
|
||
|
COMPANY, a Washington corporation,
|
|
|
Jennifer Ceran, Chief Financial Officer
|
||
|
Its Manager
|
|
|
|||
|
|
|
|
|
||
By
|
/s/ James E. Melby
|
|
|
|||
|
James E. Melby
|
|
|
|||
|
President
|
|
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
|
/s/ Katie Kirkness
|
|
|
|
Type Notary Name: Katie Kirkness
|
|
|
|
Notary Public in and for the State of
|
|
(SEAL)
|
|
Washington, residing at Shoreline
|
|
|
|
My commission expires 9-20-17
|
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
|
/s/ Lauren Kingston
|
|
|
|
Type Notary Name: Lauren Kingston
|
|
|
|
Notary Public in and for the State of
|
|
(SEAL)
|
|
Washington, residing at Seattle, WA
|
|
|
|
My commission expires 10-9-2020
|
|
|
12.3
|
Repair by Landlord.
|
21
|
|
|
12.4
|
Surrender of Leased Premises.
|
21
|
|
13
|
ACCEPTANCE OF THE LEASED PREMISES.
|
22
|
|
|
14
|
DEFAULT BY LANDLORD.
|
22
|
|
|
15
|
ACCESS.
|
22
|
|
|
|
15.1
|
Right of Entry.
|
22
|
|
|
15.2
|
Excavation.
|
23
|
|
16
|
DAMAGE OR DESTRUCTION.
|
23
|
|
|
|
16.1
|
Insured Loss.
|
23
|
|
|
16.2
|
Uninsured Loss.
|
23
|
|
|
16.3
|
No Obligation.
|
24
|
|
|
16.4
|
Partial Destruction of the Bank of America Building.
|
24
|
|
|
16.5
|
Business Interruption.
|
24
|
|
17
|
MUTUAL RELEASE AND WAIVER OF SUBROGATION.
|
24
|
|
|
18
|
INDEMNITY.
|
25
|
|
|
|
18.1
|
Generally.
|
25
|
|
|
18.2
|
Concurrent Negligence of Landlord and Tenant Relating to Construction, Repair and Maintenance Activities.
|
26
|
|
|
18.3
|
Waiver of Workers’ Compensation Immunity.
|
26
|
|
|
18.4
|
Provisions Specifically Negotiated.
|
26
|
|
19
|
INSURANCE.
|
27
|
|
|
|
19.1
|
Liability Insurance.
|
27
|
|
|
19.2
|
Property Insurance.
|
28
|
|
|
19.3
|
Failure to Maintain.
|
28
|
|
|
19.4
|
Increase in Insurance Premium.
|
28
|
|
20
|
ASSIGNMENT AND SUBLEASING.
|
29
|
|
|
|
20.1
|
Assignment or Sublease.
|
29
|
|
|
20.2
|
Assignee Obligations.
|
30
|
|
|
20.3
|
Sublessee Obligations.
|
30
|
|
|
20.4
|
Conditional Consents.
|
30
|
|
|
20.5
|
Attorneys’ Fees and Costs.
|
30
|
|
21
|
ADVERTISING.
|
30
|
|
|
22
|
LIENS.
|
31
|
|
|
23
|
TENANT’S DEFAULT.
|
31
|
|
|
|
23.1
|
Default.
|
31
|
|
|
23.2
|
Remedies in Default.
|
32
|
|
|
23.3
|
Legal Expenses.
|
33
|
|
|
23.4
|
Bankruptcy.
|
33
|
|
|
23.5
|
Remedies Cumulative - Waiver.
|
34
|
|
24
|
SUBORDINATION AND ATTORNMENT; MORTGAGEE PROTECTION
|
35
|
|
|
|
24.1
|
Subordination - Notice to Mortgagee.
|
35
|
|
|
24.2
|
Mortgagee Protection Clause.
|
35
|
|
25
|
SURRENDER OF POSSESSION.
|
35
|
|
|
26
|
REMOVAL OF PROPERTY.
|
36
|
|
|
27
|
VOLUNTARY SURRENDER.
|
36
|
|
|
28
|
EMINENT DOMAIN.
|
36
|
|
|
|
28.1
|
Total Taking.
|
36
|
|
1.4
|
Principal Business Address of Tenant
: 10500 NE 8th Street, Suite 1300, Bellevue, WA 98004.
|
1.6
|
Leased Premises
: That portion of the ninth (9th) floor of the Bank of America Building; as and where shown on Exhibit “C” attached hereto.
|
1.7
|
Rentable Area of the Leased Premises
: Seven Thousand Eight Hundred Eight (7,808) square feet.
|
1.11
|
Lease Term
: Thirty-six (36) calendar months, plus that portion of a calendar month necessary, if at all, for the Expiration Date to occur on the last day of such calendar month.
|
1.12
|
Commencement Date
: Upon substantial completion of the Premises Improvements (defined in Section 11.1(a) below), estimated to be April 1, 2016.
|
1.14
|
Security Deposit
: Upon execution of this Lease, Tenant shall pay Landlord Thirty-two Thousand Two Hundred Eight and 00/100 Dollars ($32,208.00), which amount shall be applied to Rent and Additional Rent due for the first (1st) month of the Lease Term.
|
1.15
|
Deadline for Submission to Landlord of Premises Plans for Tenant’s Improvements
. February 26, 2016.
|
1.16
|
Contingency
: THIS LEASE IS CONTINGENT UPON ITS ACCEPTANCE AND APPROVAL BY LANDLORD’S LENDERS. If this Lease is acceptable to Landlord’s lenders, this contingency will be waived by Landlord.
|
Exhibit “A” ‑
|
Legal Description of Bellevue Place.
|
Exhibit “B” ‑
|
Site Plan of Bellevue Place.
|
Exhibit “C” ‑
|
Floor Plan of the Leased Premises.
|
Exhibit “D” ‑
|
Tenant Design & Construction Manual (including Base Building Finish Condition).
|
Exhibit “E” ‑
|
Rules and Regulations.
|
Exhibit “F” ‑
|
Bellevue Place Transportation Management Agreement.
|
Exhibit “G” ‑
|
Form of Tenant Estoppel Certificate.
|
Exhibit “H” ‑
|
Form of Subordination Agreement to Reciprocal Easement Agreement.
|
LANDLORD
|
TENANT
|
||||
|
|
|
|
||
BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company
|
SMARTSHEET.COM, INC.,
a Washington corporation
|
||||
By:
|
KEMPER DEVELOPMENT
|
By:
|
/s/ Mark Mader
|
||
|
COMPANY, a Washington corporation,
|
|
Mark Mader, CEO
|
||
|
Its Manager
|
|
|
||
|
|
|
|
||
By:
|
/s/ James E. Melby
|
|
|
||
|
James E. Melby
|
|
|
||
|
Its President
|
|
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
|
/s/ Katie Kirkness
|
|
(SEAL)
|
|
Type Notary Name:
|
Katie Kirkness
|
|
|
Notary Public in and for the State of
|
|
|
|
Washington, residing at
|
Shoreline
|
|
|
My commission expires
|
9.20.17
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
|
/s/ Lauren Chievichetti
|
|
(SEAL)
|
|
Type Notary Name:
|
Lauren Chievichetti
|
|
|
Notary Public in and for the State of
|
|
|
|
Washington, residing at
|
Seattle
|
|
|
My commission expires
|
10/9/16
|
Exhibit “A” ‑
|
Legal Description of Bellevue Place.
|
Exhibit “B” ‑
|
Site Plan of Bellevue Place.
|
Exhibit “C” ‑
|
Floor Plan of the Leased Premises.
|
Exhibit “D” ‑
|
Tenant Design & Construction Manual (including Base Building Finish Condition).
|
Exhibit “E” ‑
|
Rules and Regulations.
|
Exhibit “F” ‑
|
Bellevue Place Transportation Management Agreement.
|
Exhibit “G” ‑
|
Form of Tenant Estoppel Certificate.
|
Exhibit “H” ‑
|
Form of Subordination Agreement to Reciprocal Easement Agreement.
|
|
Tenant Design & Construction Manual 2014
|
1
|
|
Tenant Design & Construction Manual 2014
|
2
|
|
Tenant Design & Construction Manual 2014
|
3
|
|
Contents
|
|
|
|
|
|
ARTICLE I: Building Description
|
5
|
|
|||
|
Section 1.01: Design Concept
|
5
|
|
||
|
Section 1.02: Construction Type
|
6
|
|
||
|
Section 1.03: Vicinity Map, Site Plan
|
7
|
|
||
Article II: Directory Of Landlords Representatives, Consultants, And Government Agencies
|
8
|
|
|||
|
A. Landlord’s Representatives
|
8
|
|
||
|
B. Government Agencies
|
9
|
|
||
|
C. Utility Services
|
9
|
|
||
Article III: Tenant Improvement Design And Landlord Approval Process
|
10
|
|
|||
|
Section 3.01: Description of Tenant’s Additional Improvements and Design Criteria
|
10
|
|
||
|
|
Method of Measuring Tenant Spaces
|
10
|
|
|
|
Section 3.02: Design Criteria
|
11
|
|
||
|
Section 3.03: Standard Specifications
|
12
|
|
||
|
|
Shell Perimeter Walls, Corridor Walls, Demising Partitions, and Ceilings
|
12
|
|
|
|
|
|
Perimeter Walls
|
12
|
|
|
|
|
Corridor Walls
|
12
|
|
|
|
|
Demising Partitions
|
12
|
|
|
|
|
Standard Partitions
|
12
|
|
|
|
|
Column/finish Treatment
|
12
|
|
|
|
|
Ceiling
|
13
|
|
|
|
Doors, Frames and Hardware
|
13
|
|
|
|
|
Paint
|
13
|
|
|
|
|
Flooring
|
13
|
|
|
|
|
Penetrations, Welding and Hot Work
|
14
|
|
|
|
|
Waterproofing
|
14
|
|
|
|
|
Plumbing
|
14
|
|
|
|
|
Mechanical
|
15
|
|
|
|
|
Electrical
|
18
|
|
|
|
|
Structural and Roof
|
20
|
|
|
|
|
Fire/Life Safety, Fire Sprinklers and Testing
|
20
|
|
|
|
|
Communication System
|
21
|
|
|
|
|
Satellite Dish
|
21
|
|
|
|
Section 3.04: Existing Building Conditions
|
21
|
|
||
|
Section 3.05: Design Submittal Requirements
|
22
|
|
||
|
|
A. Preliminary Submittal
|
22
|
|
|
|
|
B. Final Submittal
|
22
|
|
|
|
|
Permits
|
23
|
|
|
|
|
Mechanical/Electrical Schedule
|
24
|
|
|
|
|
Start-up and air balance request
|
25
|
|
Tenant Design & Construction Manual 2014
|
4
|
|
Article IV: CONSTRUCTION PHASE
|
26
|
|
|||
|
Section 4.01: Construction Agreement
|
26
|
|
||
|
Section 4.02: Preconstruction Meeting
|
26
|
|
||
|
|
Construction Contract and Schedule of Values
|
26
|
|
|
|
|
Bonds
|
26
|
|
|
|
|
Certificate of Insurance
|
27
|
|
|
|
|
Acceptance of Leased Premises
|
27
|
|
|
|
|
Construction Schedule
|
27
|
|
|
|
|
Building Permit
|
27
|
|
|
|
|
Subcontractor List
|
27
|
|
|
|
|
Construction Deposit
|
27
|
|
|
|
|
Signed Lease and Delivery of Security Deposit
|
27
|
|
|
|
Section 4.03: Tenant Contractor Rules and Regulations
|
27
|
|
||
|
|
General Contractor Responsibility
|
28
|
|
|
|
|
Superintendent
|
28
|
|
|
|
|
Subcontractors
|
28
|
|
|
|
|
Excessive Noise and Odors
|
28
|
|
|
|
|
Smoking
|
28
|
|
|
|
|
Damage
|
28
|
|
|
|
|
Storage
|
28
|
|
|
|
|
Trash and Dumpsters
|
28
|
|
|
|
|
Dust and Dirt
|
28
|
|
|
|
|
Delivery and Parking
|
28
|
|
|
|
|
Working Hours
|
28
|
|
|
|
|
Contractor Signage
|
29
|
|
|
|
|
Construction Barricade
|
29
|
|
|
|
Section 4.04: Demolition
|
29
|
|
||
|
Section 4.05: Penetrations, Welding and Hot Work
|
29
|
|
||
|
Section 4.06: Fire Pre-Test/Final Test Procedures
|
29
|
|
||
|
Section 4.07: Stopping the Work
|
30
|
|
||
|
Section 4.08: Construction Completion and Closeout
|
30
|
|
||
|
Section 4.09: Tenant Improvement Checklist
|
31
|
|
||
Article V: MISCELLANEOUS FORMS
|
32
|
|
|||
|
|
Contractor Rules
|
34
|
|
|
|
|
Pre/Post Demo MEP Inspection Form
|
35
|
|
|
|
|
Emergency Fire Sprinkler Containment Kit Instructions
|
36
|
|
|
|
|
Fire System Sprinkler Drain and Re-fill Procedure
|
37
|
|
|
|
|
Hot Work Permit Sample
|
38
|
|
|
Article VI: TYPICAL DETAILS (11/22/2010)
|
39
|
|
Tenant Design & Construction Manual 2014
|
5
|
|
Tenant Design & Construction Manual 2014
|
6
|
|
Tenant Design & Construction Manual 2014
|
7
|
|
A.
|
Landlord’s Representatives
:
|
Landlord
Bellevue Place Office, LLC
Kemper Development Company
575 Bellevue Square
Bellevue, Washington 98004
Sr. VP of Design & Construction - Daniel P. Meyers, AIA
Tenant Coordinator/Project Manager - Tony Cook
(425) 646-3660 or tony.cook@kemperdc.com
|
Management Office
Bellevue Place Office Building
10500 NE 8th Street, Suite 215
Bellevue, Washington 98004
VP of Property Management - Phillip Scott
(425) 460-5840 or (206) 861-5770 or Phillip.scott@kemperdc.com
Security - (425) 460-5730
|
Landlord’s Legal Representative
Perkins Coie LLP
0885 NE 4th Street, Suite 700
Bellevue, Washington 98004
Attn: Craig Gilbert
(425) 635-1400 Fax (425) 635-2400
|
Project Architect
Sclater Partners Architects, P.C.
414 Olive Way, Suite 300
Seattle, Washington 98101
Attn: Craig Kasman
(206) 624-8682 Fax (206) 621-8445
|
Space Planner
JPC Architects
909 112th Ave. NE, Suite 206
Bellevue, WA 98004
Attn: Amy Nichols
(425) 641-9200
|
Structural Engineer
Cary Kopczynski & Co.
10500 NE 8th Street, Suite 800
Bellevue, Washington 98004
(425) 455-2144 Fax (425) 455-2091
|
Electrical Contractor
Nelson Electric
9620 Stone Avenue N, Suite 201
Seattle, Washington 98103
(206) 523-4525 Fax (206) 527-9539
|
Fire Protection Contractor
Patriot Fire Protection Inc.
2707 70th Avenue E
Tacoma, Washington 98424
(253) 926-2290 Fax (253) 922-6150
|
Tenant Design & Construction Manual 2014
|
8
|
|
Fire Alarm Contractor
SimplexGrinnell
9520 10th Avenue S, Suite 100
Seattle, WA 98108
(206) 291-1400 Fax (206) 291-1500
|
Mechanical Engineer & Contractor
MacDonald Miller Facility Solutions
7717 Detroit Avenue SW
Seattle, Washington 98106
Attn: Jon Sigmund
(206) 768-4222 Fax (206) 768-4223
|
Roofing Contractor
Snyder Roofing
20203 Broadway Avenue
Snohomish, Washington 98296
(425) 402-1848
|
B.
|
Government Agencies:
|
Building Department
City of Bellevue - Design and Development
P.O. Box 90012
Bellevue, Washington 98009
(425) 452-6864
|
Fire Department
Bellevue Fire Prevention Bureau
766 Bellevue Way S.E.
Bellevue, Washington 98004
(425) 452-6872
|
C.
|
Utility Services:
|
Water
Water and Sewer Utilities City of Bellevue
P.O. Box 90012
Bellevue, Washington 98009
(425) 455-6864
|
Electricity
Puget Sound Energy
10608 NE Fourth Street
Bellevue, Washington 98004
New Services
(425) 455-5120
|
Telephone
CenturyLink
Business Services
(800) 603-6000
|
Tenant Design & Construction Manual 2014
|
9
|
|
Tenant Design & Construction Manual 2014
|
10
|
|
-
|
Schematic Phase (Space plan)
|
-
|
Construction Document Phase (Working drawings)
|
•
|
Dimensions of all walls, openings and other space planning features
|
•
|
Reflected ceiling plan; locating the ceiling grid and light fixtures
|
•
|
Power and telephone plan; including specific requirements for computers and other dedicated circuits
|
•
|
Location and dimensions of all slab penetrations
|
•
|
HVAC modifications/requirements
|
•
|
Plumbing modifications/requirements
|
•
|
Number of personnel to occupy the space
|
•
|
Number, size and relationship of private offices
|
•
|
Conference room requirements
|
•
|
Reception area requirements
|
•
|
Storage and office support requirements
|
•
|
Equipment needs
|
Tenant Design & Construction Manual 2014
|
11
|
|
Tenant Design & Construction Manual 2014
|
12
|
|
Tenant Design & Construction Manual 2014
|
13
|
|
•
|
Protection screens to isolate the area from slashes and sparks
|
•
|
Flashback arrestor fitted to the inlet connection of the welding and cutting blowpipes
|
•
|
Fire extinguishers
|
•
|
Fire Watch by outside vendor or Bellevue Place Security
|
•
|
Pre-installation meeting of all parties associated with waterproofing.
|
•
|
Periodic part time inspection with a minimum of three site visits a week.
|
•
|
Review the start and end of all required water tests.
|
Tenant Design & Construction Manual 2014
|
14
|
|
·
|
Verify design criteria based on original design, ventilation ratios, and load calculations.
|
·
|
Inspect the existing space and compare the as-built records to the current conditions and notify Landlord of discrepancies. Landlord will make a determination of further work based on observations.
|
·
|
Removal of all existing fan coil units where there aren’t 24 hour cooling requirements, including all ductwork and piping. All removed equipment must be returned to Landlord.
|
·
|
When removing CWFC (fan coil units), the chilled water and condensate pipes must be removed back to the closest “T”. Valves with caps should be provided for future use if not already existing.
|
·
|
Re-balance all VAV zones in the remodeled space, regardless if diffuser modifications where made.
|
·
|
Verify all VAV bottom service access panels are accessible for future use.
|
Tenant Design & Construction Manual 2014
|
15
|
|
Tenant Design & Construction Manual 2014
|
16
|
|
•
|
Occupant Density - Densities will be based on 1 person for every 265 square feet.
|
•
|
Lighting Loads - Loads will be coordinated with the electrical engineer. Lighting loads will be in the approximate range of 0.5 to 2.0 watts per square foot depending on the space usage.
|
•
|
Miscellaneous Equipment Loads - Loads will be in the approximate range of 0.5 to 5.0 watts per square foot depending on use.
|
·
|
Conference rooms with 6 or more people
|
·
|
Training rooms
|
·
|
Corner offices
|
Tenant Design & Construction Manual 2014
|
17
|
|
Tenant Design & Construction Manual 2014
|
18
|
|
Tenant Design & Construction Manual 2014
|
19
|
|
Tenant Design & Construction Manual 2014
|
20
|
|
Tenant Design & Construction Manual 2014
|
21
|
|
Tenant Design & Construction Manual 2014
|
22
|
|
Tenant Design & Construction Manual 2014
|
23
|
|
Prepared by:
|
|
||||
|
|
|
|
|
|
Mechanical
|
|
Phone
|
|
Date
|
|
|
|
|
|
|
|
Electrical
|
|
Phone
|
|
Date
|
|
Water closets
|
|
Total fixture units
|
|
Grease waste fixture units
|
|
Lavatories
|
|
Total fixture units
|
|
Sanitary waste fixture units
|
|
Sinks
|
|
Total fixture units
|
|
Vent Fixture Units
|
|
Water fountains
|
|
Total fixture units
|
|
|
|
Other
|
|
|
|
|
|
|
Total fixture units
|
|
|
|
|
|
Total fixture units
|
|
|
|
|
|
Total fixture units
|
|
|
|
Tenant Design & Construction Manual 2014
|
24
|
|
1.
|
Tenant Name
|
|
Space#
|
|
|
|
|
|
|
|
|
2.
|
Contractor Contace
|
|
Phone
|
|
|
|
|
|
|
|
|
3.
|
Mech. Contractor Contact
|
|
Phone
|
|
|
|
|
|
|
|
|
4.
|
Elec. Contractor Contact
|
|
Phone
|
|
|
|
|
|
|
|
|
5.
|
Electrical Yes No Remarks
|
|
|
|
|
|
AC or FCU/CU Unit numbers
|
|
|||
|
Disconnects mounted?
|
|
|||
|
Power to the disconnects?
|
|
|||
|
Voltage to the disconnects correct?
|
|
|||
|
Correct size wire to the unit?
|
|
|||
|
Proper size fuses installed?
|
|
|||
|
Thermostat mounted and wired?
|
|
|||
|
Duct heaters disconnects/fuses installed?
|
|
|||
|
|
|
|||
6.
|
Sheet Metal Yes No Remarks
|
|
|||
|
Mech. design review passed?
|
|
|||
|
Duct work complete?
|
|
|||
|
Diffusers in?
|
|
|||
|
Damper installed for each supply grill?
|
|
|||
|
Return air system installed?
|
|
|||
|
Restroom exhaust installed?
|
|
Date
|
|
Signed
|
|
|
|
|
Contractor
|
Start-up Remarks (for Landlord’s use)
|
|
|
|
|
|
|
|
|
|
Tenant Design & Construction Manual 2014
|
25
|
|
•
|
Roofing, flashing, counter-flashing, roof penetrations, roof repairs and curbs
|
•
|
Automatic Fire Sprinkler System including engineering
|
•
|
Low voltage control wiring between the energy management system and Tenant’s HVAC equipment
|
•
|
Installation of HVAC equipment and mechanical work outside of the Leased Premises
|
•
|
Start-up, testing, and air balance of HVAC equipment
|
•
|
Connection to building fire alarm system and building house panels
|
•
|
Electrical rooftop work
|
Tenant Design & Construction Manual 2014
|
26
|
|
Tenant Design & Construction Manual 2014
|
27
|
|
Tenant Design & Construction Manual 2014
|
28
|
|
Tenant Design & Construction Manual 2014
|
29
|
|
•
|
Lease signed
|
•
|
Security Deposit received
|
•
|
Preliminary Submittal
|
•
|
Landlord Approval
|
•
|
Final Submittal
|
•
|
Mechanical Approval
|
•
|
Electrical Approval
|
•
|
Copy of Building Permit
|
•
|
Construction Contract, including Schedule of Values
|
•
|
Certificate of Insurance
|
•
|
Payment Bond
|
•
|
Performance Bond
|
•
|
Construction Schedule
|
•
|
Construction Deposit
|
•
|
Subcontractor List
|
•
|
Copy of signed Permit Inspection Record from the City of Bellevue
|
•
|
Certificate of Substantial Completion
|
•
|
Completed Punch List signed off by Landlord
|
•
|
As-Built drawings (AutoCAD and PDF format) to Landlord
|
•
|
Waterproofing Certificate/Warranty
|
Tenant Design & Construction Manual 2014
|
30
|
|
Tenant Design & Construction Manual 2014
|
31
|
|
Tenant Space No:
|
|
Tenant;
|
|
|
General Contractor:
|
|
|||
Signature:
|
|
|||
Print Name:
|
|
|||
Email Address:
|
|
|||
Cell Phone Number:
|
|
Tenant Design & Construction Manual 2014
|
32
|
|
Tenant Design & Construction Manual 2014
|
33
|
|
Tenant Design & Construction Manual 2014
|
34
|
|
•
|
One (1) red, 55 gal. Rubbermaid can
|
•
|
One (1) 100 foot roll of a poly-tube
|
•
|
One (1) roll of Gorilla Tape
|
•
|
One (1) roll of galvanized wire
|
•
|
One (1) carpenters knife
|
Tenant Design & Construction Manual 2014
|
35
|
|
* = RED TAG impairment tagging system
(FM Global)
|
Tenant Design & Construction Manual 2014
|
36
|
|
Tenant Design & Construction Manual 2014
|
37
|
|
Tenant Design & Construction Manual 2014
|
38
|
|
C-5
|
ADA CLOSET ROD & SHELF
|
|
|
D-1
|
SUSPENDED CEILING SUPPORT
|
D-2
|
CEILING PARIMETER DETAIL
|
|
|
E-1
|
CARPET/VCT TRANSITION DETAIL
|
E-2
|
CARPET/WOOD TRANSITION DETAIL
|
E-3
|
CARPET/VINYL TRANSITION DETAIL
|
E-4
|
CARPET/STONE TRANSITION DETAIL
|
Tenant Design & Construction Manual 2014
|
39
|
I.
|
OBJECTIVES
|
II.
|
DEFINITIONS
|
III.
|
CONDITIONS
|
Project Occupancy
|
Employee Vehicles
Parked
|
Peak Hour
Outbound Employee
Vehicle Trips (PM)
|
0 to 49% Occupancy
|
(no targets)
|
(no targets)
|
50.0 to 54.9%
|
783
|
597
|
55.0 to 59.9%
|
829
|
632
|
60.0 to 64.9%
|
873
|
666
|
65.0 to 69.9%
|
918
|
700
|
70.0 to 74.9%
|
962
|
734
|
75.0 to 79.9%
|
1003
|
765
|
80.0 to 84.9%
|
1044
|
797
|
85.0 to 89.9%
|
1083
|
826
|
90.0 to 94.9%
|
1117
|
852
|
95.0 to 100% (full Occupancy)
|
1117
|
852
|
Project Occupancy
|
Maximum Number of Parking Discounts
|
Maximum Number of Transit Pass Subsidies
|
0 to 49.9%
|
0
|
0
|
50 to 54.9%
|
72
|
144
|
55 to 59.9%
|
87
|
176
|
60 to 64.9%
|
103
|
207
|
65 to 69.9%
|
119
|
238
|
70 to 74.9%
|
137
|
274
|
75 to 79.9%
|
157
|
315
|
80 to 84.0%
|
175
|
351
|
85 to 89.9%
|
199
|
400
|
90 to 94.9%
|
224
|
450
|
95 to 100% (full)
|
224
|
450
|
By
|
|
|
Name:
|
|
|
Its:
|
|
|
|
|
|
By
|
|
|
Name:
|
|
|
Its:
|
|
TENANT:
|
|
|
|
|
|
By
|
|
|
|
|
Its President
|
|
|
By
|
|
|
|
|
Its Secretary
|
|
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
NOTARY PUBLIC in and for the
State of Washington, residing
|
||||
(SEAL)
|
at
|
|
|||
|
My commission expires
|
|
.
|
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
NOTARY PUBLIC in and for the
State of Washington, residing
|
||||
(SEAL)
|
at
|
|
|||
|
My commission expires
|
|
.
|
|
(b)
|
Operating, Repair and Maintenance Expenses for the Bank of America Building and the Corner Building: Zero point three eight four percent (0.384%) based on 463,599 rentable square feet pursuant to Section 1.8(a) of the Lease.
|
(c)
|
Operating, Repair and Maintenance Expenses for Bellevue Place: Zero point three four three percent (0.343%) based on 519,549 rentable square feet pursuant to Section 1.8(b) of the Lease.
|
1.18
|
Commencement Date For Suite 1405
. Upon the earlier of (i) November 28, 2016 or (ii) the date Tenant occupies Suite 1405 for business purposes.
|
1.19
|
Expiration Date For Suite 1405
: January 31, 2017. The Lease shall continue thereafter with respect to the remaining Leased Premises under the Lease.
|
LANDLORD
|
TENANT
|
||||
|
|
|
|
||
BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company
|
SMARTSHEET.COM, INC.,
a Washington corporation
|
||||
|
|
|
|
|
|
By:
|
KEMPER DEVELOPMENT
|
By:
|
/s/ Mark Mader
|
||
|
COMPANY, a Washington corporation,
|
|
Mark Mader
|
||
|
Its Manager
|
Its President and CEO
|
|||
|
|
|
|
||
By:
|
/s/ James E. Melby
|
|
|
||
|
James E. Melby
|
|
|
||
|
President
|
|
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
|
/s/ Katie Kirkness
|
|
|
|
Type Notary Name:
|
Katie Kirkness
|
|
|
Notary Public in and for the State of
|
|
(SEAL)
|
|
Washington, residing at
|
Shoreline
|
|
|
My commission expires
|
9-20-17
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
|
/s/ Matthew Harrison
|
|
(SEAL)
|
|
Print Name:
|
Matthew Harrison
|
|
|
Notary Public in and for the State of
|
|
|
|
Washington, residing at
|
King County
|
|
|
My commission expires
|
6-10-2019
|
1.19
|
Expiration Date For Suite 1405
: April 30, 2017. The Lease shall continue thereafter with respect to the remaining Leased Premises under the Lease.
|
LANDLORD
|
TENANT
|
||||
|
|
|
|
||
BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company
|
SMARTSHEET.COM, INC.,
a Washington corporation
|
||||
By:
|
KEMPER DEVELOPMENT
|
By:
|
/s/Jennifer Ceran
|
||
|
COMPANY, a Washington corporation,
|
|
Jennifer Ceran
|
||
|
Its Manager
|
|
CFO
|
||
|
|
|
|
||
By:
|
/s/ James E. Melby
|
|
|
||
|
James E. Melby
|
|
|
||
|
President
|
|
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
|
/s/ Katie Kirkness
|
|
(SEAL)
|
|
Type Notary Name:
|
Katie Kirkness
|
|
|
Notary Public in and for the State of
|
|
|
|
Washington, residing at
|
Shoreline
|
|
|
My commission expires
|
9-20-17
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
|
/s/ Casey Jackson
|
|
(SEAL)
|
|
Print Name:
|
Casey Jackson
|
|
|
Notary Public in and for the State of
|
|
|
|
Washington, residing at
|
Bellavue
|
|
|
My commission expires
|
8/16/20
|
1.19
|
Expiration Date For Suite 1405
: December 31, 2017. The Lease shall continue thereafter with respect to the remaining Leased Premises under the Lease.
|
LANDLORD
|
TENANT
|
||||
|
|
|
|||
BELLEVUE PLACE OFFICE, LLC,
a Washington limited liability company
|
SMARTSHEET.COM, INC.,
a Washington corporation
|
||||
By:
|
KEMPER DEVELOPMENT
|
By:
|
/s/ Jennifer Cerean
|
||
|
COMPANY, a Washington limited liability company, Its Manager
|
|
Jennifer Ceran
|
||
|
Its
|
CFO
|
|||
|
|
|
|
||
By:
|
/s/ James E. Melby
|
|
|
||
|
James E. Melby
|
|
|
||
|
President
|
|
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
|
/s/ Katie Kirkness
|
|
|
|
Type Notary Name:
|
Katie Kirkness
|
|
|
Notary Public in and for the State of
|
|
(SEAL)
|
|
Washington, residing at
|
Shoreline
|
|
|
My commission expires
|
9-20-17
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
|
/s/ Tiffany C. Granger
|
|
|
|
Type Notary Name:
|
Tiffany C. Granger
|
|
|
Notary Public in and for the State of
|
|
(SEAL)
|
|
Washington, residing at
|
Issaquah
|
|
|
My commission expires
|
August 16, 2020
|
1
|
BASIC LEASE DATA, TERMS AND EXHIBITS.
|
1
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2
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PREMISES
|
5
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2.1
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Generally
|
5
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2.2
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Reserved to Landlord
|
6
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2.3
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Intentionally Omitted
|
6
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3
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LEASE TERM
|
6
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3.1
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Generally
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6
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3.2
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Termination
|
6
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3.3
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Holding Over
|
6
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3.4
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Option to Extend Lease Term
|
6
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3.5
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Right of First Opportunity
|
8
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4
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COMMENCEMENT AND EXPIRATION DATES; LEASE YEAR
|
8
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4.1
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Commencement Date
|
8
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4.2
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Expiration Date
|
8
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4.3
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Confirmation of Commencement and Expiration
|
8
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4.4
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Lease Year
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8
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5
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RENT
|
8
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6
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ADDITIONAL RENT
|
9
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6.1
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Generally
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9
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6.2
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Definitions
|
12
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6.3
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Payment
|
13
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6.4
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Nonpayment
|
13
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6.5
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Future Development of Bellevue Place
|
13
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6.6
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Disputes Relating to Additional Rent
|
13
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7
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LATE CHARGES
|
13
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8
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SECURITY DEPOSIT
|
14
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9
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USES
|
14
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9.1
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Permitted Uses
|
14
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9.2
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Prohibited Uses
|
15
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9.3
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Compliance with Laws, Rules and Regulations
|
15
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9.4
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Hazardous Material
|
15
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10
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SERVICES AND UTILITIES
|
16
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10.1
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Standard Services
|
16
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10.2
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Interruption of Services
|
16
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10.3
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Additional Services
|
16
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11
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IMPROVEMENTS, ALTERATIONS AND ADDITIONS
|
17
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11.1
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Premises Improvements
|
17
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11.2
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Alterations by Tenant
|
18
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11.3
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Disability Laws
|
18
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12
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MAINTENANCE OF THE PREMISES
|
19
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12.1
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Maintenance and Repair by Tenant
|
19
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12.2
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Failure to Maintain
|
19
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12.3
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Repair by Landlord
|
20
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12.4
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Surrender of Leased Premises
|
20
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13
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ACCEPTANCE OF THE LEASED PREMISES
|
20
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14
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DEFAULT BY LANDLORD
|
20
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15
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ACCESS
|
21
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15.1
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Right of Entry
|
21
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15.2
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Excavation
|
21
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16
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DAMAGE OR DESTRUCTION
|
21
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16.1
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Insured Loss
|
21
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16.2
|
Uninsured Loss
|
22
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16.3
|
No Obligation
|
22
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16.4
|
Partial Destruction of the Bank of America Building
|
22
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16.5
|
Business Interruption
|
22
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17
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MUTUAL RELEASE AND WAIVER OF SUBROGATION
|
22
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18
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INDEMNITY
|
23
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18.1
|
Generally
|
23
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18.2
|
Concurrent Negligence of Landlord and Tenant Relating to Construction, Repair and Maintenance Activities
|
23
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18.3
|
Waiver of Workers’ Compensation Immunity
|
24
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18.4
|
Provisions Specifically Negotiated
|
24
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19
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INSURANCE
|
24
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19.1
|
Liability Insurance
|
24
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19.2
|
Property Insurance
|
25
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19.3
|
Failure to Maintain
|
25
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19.4
|
Increase in Insurance Premium
|
25
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20
|
ASSIGNMENT AND SUBLEASING
|
25
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20.1
|
Assignment or Sublease
|
25
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20.2
|
Assignee Obligations
|
26
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20.3
|
Sublessee Obligations
|
26
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|
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20.4
|
Conditional Consents
|
27
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20.5
|
Attorneys’ Fees and Costs
|
27
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21
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ADVERTISING
|
27
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22
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LIENS
|
27
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23
|
TENANT’S DEFAULT
|
28
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23.1
|
Default
|
28
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23.2
|
Remedies in Default
|
28
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|
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23.3
|
Legal Expenses
|
29
|
|
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23.4
|
Bankruptcy
|
29
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|
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23.5
|
Remedies Cumulative - Waiver
|
30
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|
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|
|
24
|
SUBORDINATION AND ATTORNMENT; MORTGAGEE PROTECTION
|
31
|
|
|
|
24.1
|
Subordination - Notice to Mortgagee
|
31
|
|
|
24.2
|
Mortgagee Protection Clause
|
31
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|
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|
|
25
|
SURRENDER OF POSSESSION
|
31
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|
26
|
REMOVAL OF PROPERTY
|
31
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|
27
|
VOLUNTARY SURRENDER
|
32
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|
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|
28
|
EMINENT DOMAIN
|
32
|
|
|
|
28.1
|
Total Taking
|
32
|
|
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28.2
|
Constructive Taking of Entire Premises
|
32
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|
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28.3
|
Partial Taking
|
32
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|
|
28.4
|
Damages
|
33
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|
29
|
NOTICES
|
33
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|
30
|
LANDLORD’S LIABILITY
|
33
|
|
|
|
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|
31
|
TENANT’S CERTIFICATES
|
34
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|
|
|
|
|
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|
32
|
RIGHT TO PERFORM
|
34
|
|
|
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|
33
|
AUTHORITY
|
34
|
|
|
|
|
|
|
34
|
PARKING AND COMMON AREAS
|
35
|
|
|
|
34.1
|
Parking
|
35
|
|
|
34.2
|
Common Areas
|
35
|
|
|
|
|
|
|
35
|
TRANSPORTATION MANAGEMENT PROGRAM
|
36
|
|
|
|
|
|
|
|
36
|
QUIET ENJOYMENT
|
36
|
|
|
|
|
|
|
|
37
|
GENERAL
|
36
|
|
|
|
37.1
|
Captions
|
36
|
|
|
37.2
|
Bellevue Place Rent and Income
|
36
|
|
|
37.3
|
Successors or Assigns
|
36
|
|
|
37.4
|
Tenant Defined
|
36
|
|
|
37.5
|
Lost Security or Access Key Card
|
37
|
|
|
37.6
|
Landlord’s Consent
|
37
|
|
|
37.7
|
Broker’s Commission
|
37
|
|
|
37.8
|
Partial Invalidity
|
37
|
|
|
37.9
|
Recording
|
37
|
|
|
37.10
|
Joint Obligation
|
37
|
|
|
37.11
|
Time
|
37
|
|
|
37.12
|
Prior Agreements
|
37
|
|
|
37.13
|
Inability to Perform
|
38
|
|
|
37.14
|
Transfer of Landlord’s Interest
|
38
|
|
|
37.15
|
No Light, Air or View Easement
|
38
|
|
|
37.16
|
Reciprocal Easement Agreements
|
38
|
|
|
37.17
|
Waiver
|
38
|
|
|
37.18
|
Name
|
39
|
|
|
37.19
|
Choice of Law - Venue
|
39
|
|
|
37.20
|
OFAC Certification
|
39
|
|
|
37.21
|
Letter of Credit
|
39
|
|
|
37.22
|
Current Tenant
|
39
|
|
1.1
|
Landlord
: Bellevue Place Office, LLC, a Washington limited liability company.
|
1.2
|
Address of Landlord
: P.O. Box 4186, Bellevue, Washington 98009.
|
1.3
|
Tenant
: Smartsheet.com, Inc., a Washington corporation.
|
1.4
|
Principal Business Address of Tenant
: 10500 NE 8
th
Street, Suite 1300, Bellevue, WA 98004.
|
1.5
|
Tenant’s Permitted Trade Name
: Smartsheet.com.
|
1.6
|
Leased Premises
: That portion of the fourth (4
th
) floor of the Bank of America Building; as and where shown on Exhibit “C” attached hereto.
|
1.7
|
Rentable Area of the Leased Premises
:
|
1.8
|
Breakdown of Rentable Area at Bellevue Place
:
|
1.11
|
Lease Term
: Approximately sixty-seven (67) calendar months, plus that portion of a calendar month necessary, if at all, for the Expiration Date to occur on the last day of such calendar month.
|
1.12
|
Commencement Date
:
|
1.13
|
Expiration Date
: March 31, 2022.
|
1.14
|
Security Deposit
: Within ten (10) business days of execution and delivery of this Lease to Landlord, Tenant will provide Landlord with a Letter of Credit in the initial amount of Six Hundred Twelve Thousand Six Hundred Forty-three and 00/100 Dollars ($612,643.00), which Letter of Credit is further described in Section 37.21 below.
|
1.15
|
Deadline for Submission to Landlord of Premises Plans for Tenant’s Improvements
. September 15, 2016.
|
1.16
|
Contingency
: THIS LEASE IS CONTINGENT UPON ITS ACCEPTANCE AND APPROVAL BY LANDLORD’S LENDERS. If this Lease is acceptable to Landlord’s lenders, this contingency will be waived by Landlord.
|
1.17
|
Project Architect
: JPC Architects, or as otherwise designated by Landlord.
|
1.18
|
Exhibits Incorporated by Reference
:
|
Exhibit “B” -
|
Site Plan of Bellevue Place.
|
Exhibit “C” -
|
Floor Plan of the Leased Premises.
|
Exhibit “D” -
|
Tenant Design & Construction Manual (including Base Building Finish Condition).
|
Exhibit “E” -
|
Rules and Regulations.
|
Exhibit “F” -
|
Bellevue Place Transportation Management Agreement.
|
Exhibit “G” -
|
Form of Tenant Estoppel Certificate.
|
Exhibit “H” -
|
Form of Subordination Agreement to Reciprocal Easement Agreement.
|
2.
|
PREMISES.
|
11.
|
IMPROVEMENTS, ALTERATIONS AND ADDITIONS.
|
12.
|
MAINTENANCE OF THE PREMISES.
|
13.
|
ACCEPTANCE OF THE LEASED PREMISES.
|
14.
|
DEFAULT BY LANDLORD.
|
15.
|
ACCESS.
|
16.
|
DAMAGE OR DESTRUCTION.
|
17.
|
MUTUAL RELEASE AND WAIVER OF SUBROGATION.
|
18.
|
INDEMNITY.
|
18.2
|
Concurrent Negligence of Landlord and Tenant Relating to Construction, Repair and Maintenance Activities
.
|
18.3
|
Waiver of Workers’ Compensation Immunity
.
|
18.4
|
Provisions Specifically Negotiated
.
|
19.
|
INSURANCE.
|
19.1
|
Liability Insurance
.
|
20.
|
ASSIGNMENT AND SUBLEASING.
|
21.
|
ADVERTISING.
|
22.
|
LIENS
.
|
23.
|
TENANT’S DEFAULT.
|
24.
|
SUBORDINATION AND ATTORNMENT; MORTGAGEE PROTECTION
.
|
25.
|
SURRENDER OF POSSESSION.
|
26.
|
REMOVAL OF PROPERTY
.
|
27.
|
VOLUNTARY
SURRENDER
.
|
28.
|
EMINENT DOMAIN
.
|
29.
|
NOTICES
.
|
30.
|
LANDLORD’S LIABILITY
.
|
31.
|
TENANT’S CERTIFICATES
.
|
32.
|
RIGHT TO PERFORM
.
|
33.
|
AUTHORITY
.
|
34.
|
PARKING AND COMMON AREAS
.
|
35.
|
TRANSPORTATION MANAGEMENT PROGRAM
.
|
36.
|
QUIET ENJOYMENT
.
|
37.
|
GENERAL
.
|
•
|
From and including January 1, 2019, through and including December 31, 2019 - $459,482.00;
|
•
|
From and including January 1, 2020, through and including December 31, 2020 - $306,321.00;
|
•
|
From and including January 1, 2021, through and including December 31, 2021 - $214,425.00; and
|
•
|
From and including Janua1y 1, 2022, through and including the Expiration Date - $91,896.00.
|
LANDLORD:
|
|
TENANT:
|
||
|
|
|
||
BELLEVUE PLACE OFFICE, LLC, a
Washington limited liability company
|
|
SMARTSHEET, INC.
a Washington corporation
|
||
|
|
|
||
By:
|
KEMPER DEVELOPMENT
COMPANY, a Washington
corporation; Its Manager
|
|
By:
|
/s/ Mark Mader
|
|
|
|
Mark Mader, CEO
|
|
|
|
|
||
By:
|
/s/ James E. Melby
|
|
|
|
|
James E. Melby
|
|
|
|
Its
|
President
|
|
|
STATE OF WASHINGTON,
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
/s/ Katie Kirkness
|
|||
|
Type Notary Name:
|
Katie Kirkness
|
||
|
Notary Public in and for the State of
|
|||
(SEAL)
|
Washington, residing at
|
Shoreline
|
||
|
My commission expires 9-20-17
|
9/20/2017
|
STATE OF WASHINGTON,
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
/s/ Maggie Surbridge
|
|||
|
Type Notary Name:
|
Maggie Surbridge
|
||
|
Notary Public in and for the State of
|
|||
(SEAL)
|
Washington, residing at
|
King County.
|
||
|
My commission expires 9-20-17
|
3/12/2017
|
OFFICE LEASE EXHIBITS
|
Exhibit “A” - Legal Description of Bellevue Place.
|
Exhibit “B” - Site Plan of Bellevue Place.
|
Exhibit “C” - Floor Plan of the Leased Premises.
|
Exhibit “D” - Tenant Design & Construction Manual (including Base Building Finish Condition).
|
Exhibit “E” - Rules and Regulations.
|
Exhibit “F” - Bellevue Place Transportation Management Agreement.
|
Exhibit “G” - Form of Tenant Estoppel Certificate.
|
Exhibit “H” - Form of Subordination Agreement to Reciprocal Easement Agreement.
|
|
Tenant Design & Construction Manual 2014
|
1
|
|
Tenant Design & Construction Manual 2014
|
1
|
|
Tenant Design & Construction Manual 2014
|
2
|
|
Contents
|
|
|
|
|
|
ARTICLE I: Building Description
|
5
|
|
|||
|
Section 1.01: Design Concept
|
5
|
|
||
|
Section 1.02: Construction Type
|
6
|
|
||
|
Section 1.03: Vicinity Map, Site Plan
|
7
|
|
||
Article II: Directory Of Landlords Representatives, Consultants, And Government Agencies
|
8
|
|
|||
|
A. Landlord’s Representatives
|
8
|
|
||
|
B. Government Agencies
|
9
|
|
||
|
C. Utility Services
|
9
|
|
||
Article III: Tenant Improvement Design And Landlord Approval Process
|
10
|
|
|||
|
Section 3.01: Description of Tenant’s Additional Improvements and Design Criteria
|
10
|
|
||
|
|
Method of Measuring Tenant Spaces
|
10
|
|
|
|
Section 3.02: Design Criteria
|
11
|
|
||
|
Section 3.03: Standard Specifications
|
12
|
|
||
|
|
Shell Perimeter Walls, Corridor Walls, Demising Partitions, and Ceilings
|
12
|
|
|
|
|
|
Perimeter Walls
|
12
|
|
|
|
|
Corridor Walls
|
12
|
|
|
|
|
Demising Partitions
|
12
|
|
|
|
|
Standard Partitions
|
12
|
|
|
|
|
Column/finish Treatment
|
12
|
|
|
|
|
Ceiling
|
13
|
|
|
|
Doors, Frames and Hardware
|
13
|
|
|
|
|
Paint
|
13
|
|
|
|
|
Flooring
|
13
|
|
|
|
|
Penetrations, Welding and Hot Work
|
14
|
|
|
|
|
Waterproofing
|
14
|
|
|
|
|
Plumbing
|
14
|
|
|
|
|
Mechanical
|
15
|
|
|
|
|
Electrical
|
18
|
|
|
|
|
Structural and Roof
|
20
|
|
|
|
|
Fire/Life Safety, Fire Sprinklers and Testing
|
20
|
|
|
|
|
Communication System
|
21
|
|
|
|
|
Satellite Dish
|
21
|
|
|
|
Section 3.04: Existing Building Conditions
|
21
|
|
||
|
Section 3.05: Design Submittal Requirements
|
22
|
|
||
|
|
A. Preliminary Submittal
|
22
|
|
|
|
|
B. Final Submittal
|
22
|
|
|
|
|
Permits
|
23
|
|
|
|
|
Mechanical/Electrical Schedule
|
24
|
|
|
|
|
Start-up and air balance request
|
25
|
|
Tenant Design & Construction Manual 2014
|
3
|
|
Article IV: CONSTRUCTION PHASE
|
26
|
|
|||
|
Section 4.01: Construction Agreement
|
26
|
|
||
|
Section 4.02: Preconstruction Meeting
|
26
|
|
||
|
|
Construction Contract and Schedule of Values
|
26
|
|
|
|
|
Bonds
|
26
|
|
|
|
|
Certificate of Insurance
|
27
|
|
|
|
|
Acceptance of Leased Premises
|
27
|
|
|
|
|
Construction Schedule
|
27
|
|
|
|
|
Building Permit
|
27
|
|
|
|
|
Subcontractor List
|
27
|
|
|
|
|
Construction Deposit
|
27
|
|
|
|
|
Signed Lease and Delivery of Security Deposit
|
27
|
|
|
|
Section 4.03: Tenant Contractor Rules and Regulations
|
27
|
|
||
|
|
General Contractor Responsibility
|
28
|
|
|
|
|
Superintendent
|
28
|
|
|
|
|
Subcontractors
|
28
|
|
|
|
|
Excessive Noise and Odors
|
28
|
|
|
|
|
Smoking
|
28
|
|
|
|
|
Damage
|
28
|
|
|
|
|
Storage
|
28
|
|
|
|
|
Trash and Dumpsters
|
28
|
|
|
|
|
Dust and Dirt
|
28
|
|
|
|
|
Delivery and Parking
|
28
|
|
|
|
|
Working Hours
|
28
|
|
|
|
|
Contractor Signage
|
29
|
|
|
|
|
Construction Barricade
|
29
|
|
|
|
Section 4.04: Demolition
|
29
|
|
||
|
Section 4.05: Penetrations, Welding and Hot Work
|
29
|
|
||
|
Section 4.06: Fire Pre-Test/Final Test Procedures
|
29
|
|
||
|
Section 4.07: Stopping the Work
|
30
|
|
||
|
Section 4.08: Construction Completion and Closeout
|
30
|
|
||
|
Section 4.09: Tenant Improvement Checklist
|
31
|
|
||
Article V: MISCELLANEOUS FORMS
|
32
|
|
|||
|
|
Contractor Rules
|
34
|
|
|
|
|
Pre/Post Demo MEP Inspection Form
|
35
|
|
|
|
|
Emergency Fire Sprinkler Containment Kit Instructions
|
36
|
|
|
|
|
Fire System Sprinkler Drain and Re-fill Procedure
|
37
|
|
|
|
|
Hot Work Permit Sample
|
38
|
|
|
Article VI: TYPICAL DETAILS (11/22/2010)
|
39
|
|
Tenant Design & Construction Manual 2014
|
4
|
|
Tenant Design & Construction Manual 2014
|
5
|
|
Tenant Design & Construction Manual 2014
|
6
|
|
A.
|
Landlord’s Representatives
:
|
Landlord
Bellevue Place Office, LLC
Kemper Development Company
575 Bellevue Square
Bellevue, Washington 98004
Sr. VP of Design & Construction - Daniel P. Meyers, AIA
Tenant Coordinator/Project Manager - Tony Cook
(425) 646-3660 or tony.cook@kemperdc.com
|
Management Office
Bellevue Place Office Building
10500 NE 8th Street, Suite 215
Bellevue, Washington 98004
VP of Property Management - Phillip Scott
(425) 460-5840 or (206) 861-5770 or Phillip.scott@kemperdc.com
Security - (425) 460-5730
|
Landlord’s Legal Representative
Perkins Coie LLP
0885 NE 4th Street, Suite 700
Bellevue, Washington 98004
Attn: Craig Gilbert
(425) 635-1400 Fax (425) 635-2400
|
Project Architect
Sclater Partners Architects, P.C.
414 Olive Way, Suite 300
Seattle, Washington 98101
Attn: Craig Kasman
(206) 624-8682 Fax (206) 621-8445
|
Space Planner
JPC Architects
909 112th Ave. NE, Suite 206
Bellevue, WA 98004
Attn: Amy Nichols
(425) 641-9200
|
Structural Engineer
Cary Kopczynski & Co.
10500 NE 8th Street, Suite 800
Bellevue, Washington 98004
(425) 455-2144 Fax (425) 455-2091
|
Electrical Contractor
Nelson Electric
9620 Stone Avenue N, Suite 201
Seattle, Washington 98103
(206) 523-4525 Fax (206) 527-9539
|
Fire Protection Contractor
Patriot Fire Protection Inc.
2707 70th Avenue E
Tacoma, Washington 98424
(253) 926-2290 Fax (253) 922-6150
|
Tenant Design & Construction Manual 2014
|
7
|
|
Fire Alarm Contractor
SimplexGrinnell
9520 10th Avenue S, Suite 100
Seattle, WA 98108
(206) 291-1400 Fax (206) 291-1500
|
Mechanical Engineer & Contractor
MacDonald Miller Facility Solutions
7717 Detroit Avenue SW
Seattle, Washington 98106
Attn: Jon Sigmund
(206) 768-4222 Fax (206) 768-4223
|
Roofing Contractor
Snyder Roofing
20203 Broadway Avenue
Snohomish, Washington 98296
(425) 402-1848
|
B.
|
Government Agencies:
|
Building Department
City of Bellevue - Design and Development
P.O. Box 90012
Bellevue, Washington 98009
(425) 452-6864
|
Fire Department
Bellevue Fire Prevention Bureau
766 Bellevue Way S.E.
Bellevue, Washington 98004
(425) 452-6872
|
C.
|
Utility Services:
|
Water
Water and Sewer Utilities City of Bellevue
P.O. Box 90012
Bellevue, Washington 98009
(425) 455-6864
|
Electricity
Puget Sound Energy
10608 NE Fourth Street
Bellevue, Washington 98004
New Services
(425) 455-5120
|
Telephone
CenturyLink
Business Services
(800) 603-6000
|
Tenant Design & Construction Manual 2014
|
8
|
|
Tenant Design & Construction Manual 2014
|
9
|
|
-
|
Schematic Phase (Space plan)
|
-
|
Construction Document Phase (Working drawings)
|
•
|
Dimensions of all walls, openings and other space planning features
|
•
|
Reflected ceiling plan; locating the ceiling grid and light fixtures
|
•
|
Power and telephone plan; including specific requirements for computers and other dedicated circuits
|
•
|
Location and dimensions of all slab penetrations
|
•
|
HVAC modifications/requirements
|
•
|
Plumbing modifications/requirements
|
•
|
Number of personnel to occupy the space
|
•
|
Number, size and relationship of private offices
|
•
|
Conference room requirements
|
•
|
Reception area requirements
|
•
|
Storage and office support requirements
|
•
|
Equipment needs
|
Tenant Design & Construction Manual 2014
|
10
|
|
Tenant Design & Construction Manual 2014
|
11
|
|
Tenant Design & Construction Manual 2014
|
12
|
|
•
|
Protection screens to isolate the area from slashes and sparks
|
•
|
Flashback arrestor fitted to the inlet connection of the welding and cutting blowpipes
|
•
|
Fire extinguishers
|
•
|
Fire Watch by outside vendor or Bellevue Place Security
|
•
|
Pre-installation meeting of all parties associated with waterproofing.
|
•
|
Periodic part time inspection with a minimum of three site visits a week.
|
•
|
Review the start and end of all required water tests.
|
Tenant Design & Construction Manual 2014
|
13
|
|
·
|
Verify design criteria based on original design, ventilation ratios, and load calculations.
|
·
|
Inspect the existing space and compare the as-built records to the current conditions and notify Landlord of discrepancies. Landlord will make a determination of further work based on observations.
|
·
|
Removal of all existing fan coil units where there aren’t 24 hour cooling requirements, including all ductwork and piping. All removed equipment must be returned to Landlord.
|
·
|
When removing CWFC (fan coil units), the chilled water and condensate pipes must be removed back to the closest “T”. Valves with caps should be provided for future use if not already existing.
|
·
|
Re-balance all VAV zones in the remodeled space, regardless if diffuser modifications where made.
|
·
|
Verify all VAV bottom service access panels are accessible for future use.
|
Tenant Design & Construction Manual 2014
|
14
|
|
Tenant Design & Construction Manual 2014
|
15
|
|
•
|
Occupant Density - Densities will be based on 1 person for every 265 square feet.
|
•
|
Lighting Loads - Loads will be coordinated with the electrical engineer. Lighting loads will be in the approximate range of 0.5 to 2.0 watts per square foot depending on the space usage.
|
•
|
Miscellaneous Equipment Loads - Loads will be in the approximate range of 0.5 to 5.0 watts per square foot depending on use.
|
·
|
Conference rooms with 6 or more people
|
·
|
Training rooms
|
·
|
Corner offices
|
Tenant Design & Construction Manual 2014
|
16
|
|
Tenant Design & Construction Manual 2014
|
17
|
|
Tenant Design & Construction Manual 2014
|
18
|
|
Tenant Design & Construction Manual 2014
|
19
|
|
Tenant Design & Construction Manual 2014
|
20
|
|
Tenant Design & Construction Manual 2014
|
21
|
|
Tenant Design & Construction Manual 2014
|
22
|
|
Prepared by:
|
|
||||
|
|
|
|
|
|
Mechanical
|
|
Phone
|
|
Date
|
|
|
|
|
|
|
|
Electrical
|
|
Phone
|
|
Date
|
|
Water closets
|
|
Total fixture units
|
|
Grease waste fixture units
|
|
Lavatories
|
|
Total fixture units
|
|
Sanitary waste fixture units
|
|
Sinks
|
|
Total fixture units
|
|
Vent Fixture Units
|
|
Water fountains
|
|
Total fixture units
|
|
|
|
Other
|
|
|
|
|
|
|
Total fixture units
|
|
|
|
|
|
Total fixture units
|
|
|
|
|
|
Total fixture units
|
|
|
|
Tenant Design & Construction Manual 2014
|
23
|
|
1.
|
Tenant Name
|
|
Space#
|
|
|
|
|
|
|
|
|
2.
|
Contractor Contace
|
|
Phone
|
|
|
|
|
|
|
|
|
3.
|
Mech. Contractor Contact
|
|
Phone
|
|
|
|
|
|
|
|
|
4.
|
Elec. Contractor Contact
|
|
Phone
|
|
|
|
|
|
|
|
|
5.
|
Electrical Yes No Remarks
|
|
|
|
|
|
AC or FCU/CU Unit numbers
|
|
|||
|
Disconnects mounted?
|
|
|||
|
Power to the disconnects?
|
|
|||
|
Voltage to the disconnects correct?
|
|
|||
|
Correct size wire to the unit?
|
|
|||
|
Proper size fuses installed?
|
|
|||
|
Thermostat mounted and wired?
|
|
|||
|
Duct heaters disconnects/fuses installed?
|
|
|||
|
|
|
|||
6.
|
Sheet Metal Yes No Remarks
|
|
|||
|
Mech. design review passed?
|
|
|||
|
Duct work complete?
|
|
|||
|
Diffusers in?
|
|
|||
|
Damper installed for each supply grill?
|
|
|||
|
Return air system installed?
|
|
|||
|
Restroom exhaust installed?
|
|
Date
|
|
Signed
|
|
|
|
|
Contractor
|
Start-up Remarks (for Landlord’s use)
|
|
|
|
|
|
|
|
|
|
Tenant Design & Construction Manual 2014
|
24
|
|
•
|
Roofing, flashing, counter-flashing, roof penetrations, roof repairs and curbs
|
•
|
Automatic Fire Sprinkler System including engineering
|
•
|
Low voltage control wiring between the energy management system and Tenant’s HVAC equipment
|
•
|
Installation of HVAC equipment and mechanical work outside of the Leased Premises
|
•
|
Start-up, testing, and air balance of HVAC equipment
|
•
|
Connection to building fire alarm system and building house panels
|
•
|
Electrical rooftop work
|
Tenant Design & Construction Manual 2014
|
25
|
|
Tenant Design & Construction Manual 2014
|
26
|
|
Tenant Design & Construction Manual 2014
|
27
|
|
Tenant Design & Construction Manual 2014
|
28
|
|
•
|
Lease signed
|
•
|
Security Deposit received
|
•
|
Preliminary Submittal
|
•
|
Landlord Approval
|
•
|
Final Submittal
|
•
|
Mechanical Approval
|
•
|
Electrical Approval
|
•
|
Copy of Building Permit
|
•
|
Construction Contract, including Schedule of Values
|
•
|
Certificate of Insurance
|
•
|
Payment Bond
|
•
|
Performance Bond
|
•
|
Construction Schedule
|
•
|
Construction Deposit
|
•
|
Subcontractor List
|
•
|
Copy of signed Permit Inspection Record from the City of Bellevue
|
•
|
Certificate of Substantial Completion
|
•
|
Completed Punch List signed off by Landlord
|
•
|
As-Built drawings (AutoCAD and PDF format) to Landlord
|
•
|
Waterproofing Certificate/Warranty
|
Tenant Design & Construction Manual 2014
|
29
|
|
Tenant Design & Construction Manual 2014
|
30
|
|
Tenant Space No:
|
|
Tenant;
|
|
|
General Contractor:
|
|
|||
Signature:
|
|
|||
Print Name:
|
|
|||
Email Address:
|
|
|||
Cell Phone Number:
|
|
Tenant Design & Construction Manual 2014
|
31
|
|
Tenant Design & Construction Manual 2014
|
32
|
|
Tenant Design & Construction Manual 2014
|
33
|
|
•
|
One (1) red, 55 gal. Rubbermaid can
|
•
|
One (1) 100 foot roll of a poly-tube
|
•
|
One (1) roll of Gorilla Tape
|
•
|
One (1) roll of galvanized wire
|
•
|
One (1) carpenters knife
|
Tenant Design & Construction Manual 2014
|
34
|
|
* = RED TAG impairment tagging system
(FM Global)
|
Tenant Design & Construction Manual 2014
|
35
|
|
Tenant Design & Construction Manual 2014
|
36
|
|
Tenant Design & Construction Manual 2014
|
37
|
|
C-5
|
ADA CLOSET ROD & SHELF
|
|
|
D-1
|
SUSPENDED CEILING SUPPORT
|
D-2
|
CEILING PARIMETER DETAIL
|
|
|
E-1
|
CARPET/VCT TRANSITION DETAIL
|
E-2
|
CARPET/WOOD TRANSITION DETAIL
|
E-3
|
CARPET/VINYL TRANSITION DETAIL
|
E-4
|
CARPET/STONE TRANSITION DETAIL
|
Tenant Design & Construction Manual 2014
|
38
|
I.
|
OBJECTIVES
|
II.
|
DEFINITIONS
|
III.
|
CONDITIONS
|
Project Occupancy
|
Employee Vehicles
Parked
|
Peak Hour
Outbound Employee
Vehicle Trips (PM)
|
0 to 49% Occupancy
|
(no targets)
|
(no targets)
|
50.0 to 54.9%
|
783
|
597
|
55.0 to 59.9%
|
829
|
632
|
60.0 to 64.9%
|
873
|
666
|
65.0 to 69.9%
|
918
|
700
|
70.0 to 74.9%
|
962
|
734
|
75.0 to 79.9%
|
1003
|
765
|
80.0 to 84.9%
|
1044
|
797
|
85.0 to 89.9%
|
1083
|
826
|
90.0 to 94.9%
|
1117
|
852
|
95.0 to 100% (full Occupancy)
|
1117
|
852
|
Table 2.
|
|
|
|
Annual TMA Dues Schedule for Peak Hour
|
|
Outbound Employee Vehicle Trips
|
|
1st Year (or portion of)
|
$42/p.m. peak hour outbound trip
|
2nd Year
|
$37
|
3rd Year
|
$32
|
4th Year
|
$28
|
5th Year & Beyond
|
$24
|
By
|
|
|
Name:
|
|
|
Its:
|
|
|
|
|
|
By
|
|
|
Name:
|
|
|
Its:
|
|
TENANT:
|
|
|
|
SMARTSHEET, INC.
|
|
a Washington corporation
|
|
|
|
By
|
|
|
Mark Mader, CEO
|
STATE OF WASHINGTON,
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
|
|
||
|
NOTARY PUBLIC in and for the
|
|
||
|
State of Washington, residing
|
|
||
(SEAL)
|
at
|
|
||
|
My commission expires
|
|
.
|
LANDLORD:
|
|
|
TENANT:
|
|
||
|
|
|
|
|
|
|
BELLEVUE PLACE OFFICE, LLC
|
|
SMARTSHEET, INC.,
|
||||
a Washington limited liability company
|
|
a Washington corporation
|
||||
|
|
|
|
|
||
By: KEMPER DEVELOPMENT
|
|
|
|
|
||
COMPANY, a Washington corporation,
|
|
By:
|
/s/ Jennifer Ceran
|
|||
Its Manager
|
|
|
Jennifer Ceran, Chief Financial Officer
|
|||
|
|
|
|
|
|
|
By:
|
/s/ James E. Melby
|
|
|
|
|
|
|
James E. Melby
|
|
|
|
|
|
|
President
|
|
|
|
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
/s/ Katie Kirkness
|
|
|
Type Notary Name: Katie Kirkness
|
|
|
Notary Public in and for the State of
|
|
(SEAL)
|
Washington, residing at Shoreline
|
|
|
My commission expires 9-20-17
|
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
/s/ Lauren Kingston
|
|
|
Type Notary Name: Lauren Kingston
|
|
|
Notary Public in and for the State of
|
|
(SEAL)
|
Washington, residing at Seattle, WA
|
|
|
My commission expires 10/9/2020
|
|
1.
|
BASIC LEASE DATA, TERMS AND EXHIBITS.
|
1.1
|
Landlord
: Bellevue Place Office, LLC, a Washington limited liability company.
|
1.2
|
Address of Landlord
: P.0. Box 4186, Bellevue, Washington 98009.
|
1.3
|
Tenant
: Smartsheet.com, Inc., a Washington corporation.
|
1.4
|
Principal Business Address of Tenant
: 10500 NE 8
th
Street, Suite 1300, Bellevue, WA 98004.
|
1.5
|
Tenant’s Permitted Trade Name
: Smartsheet.com.
|
1.6
|
Leased Premises
: That portion of the third (3rd) floor of the Bank of America Building; as and where shown on Exhibit “C” attached hereto.
|
1.7
|
Rentable Area of the Leased Premises
:
|
1.8
|
Breakdown of Rentable Area at Bellevue Place
:
|
1.9
|
Tenant’s Share
:
|
1.10
|
Rent
:
|
1.11
|
Lease Term
: Approximately seventy-one (71) calendar months, plus that portion of a calendar month necessary, if at all, for the Expiration Date to occur on the last day of such calendar month.
|
1.14
|
Security Deposit
: Upon execution of this Lease, Tenant shall pay Landlord Two Hundred Fourteen Thousand Six Hundred Thirteen and 23/100 Dollars ($214,613.23), of which Sixty-six Thousand Two Hundred Four and 13/100 Dollars ($66,204.13) shall be applied to Rent and Additional Rent due for the first (1
st
) month of the Lease Term, and One Hundred Forty-eight Thousand Four Hundred Nine and 10/100 Dollars ($148,409.10) representing Rent and Additional Rent due for the last month of the Lease Term, shall be held as a security deposit.
|
1.15
|
Deadline for Submission to Landlord of Premises Plans for Premises Improvements
. N/A.
|
1.16
|
Contingency
: THIS LEASE IS CONTINGENT UPON ITS ACCEPTANCE AND APPROVAL BY LANDLORD’S LENDERS. If this Lease is acceptable to Landlord’s lenders, this contingency will be waived by Landlord.
|
2.
|
PREMISES.
|
5.
|
RENT.
|
6.
|
ADDITIONAL RENT.
|
7.
|
LATE CHARGES.
|
8.
|
SECURITY DEPOSIT.
|
9.
|
USES.
|
10.
|
SERVICES AND UTILITIES.
|
11.
|
IMPROVEMENTS, ALTERATIONS AND ADDITIONS.
|
12.
|
MAINTENANCE OF THE PREMISES.
|
13.
|
ACCEPTANCE OF THE LEASED PREMISES.
|
14.
|
DEFAULT BY LANDLORD.
|
15.
|
ACCESS.
|
16.
|
DAMAGE OR DESTRUCTION.
|
17.
|
MUTUAL RELEASE AND WAIVER OF SUBROGATION.
|
18.
|
INDEMNITY.
|
18.2
|
Concurrent Negligence of Landlord and Tenant Relating to Construction, Repair and Maintenance Activities.
|
19.
|
INSURANCE.
|
20.
|
ASSIGNMENT AND SUBLEASING.
|
21.
|
ADVERTISING.
|
22.
|
LIENS.
|
23.
|
TENANT’S DEFAULT.
|
24.
|
SUBORDINATION AND ATTORNMENT; MORTGAGEE PROTECTION.
|
25.
|
SURRENDER OF POSSESSION.
|
26.
|
REMOVAL OF PROPERTY.
|
27.
|
VOLUNTARY SURRENDER.
|
28.
|
EMINENT DOMAIN.
|
29.
|
NOTICES.
|
30.
|
LANDLORD’S LIABILITY.
|
31.
|
TENANT’S CERTIFICATES.
|
32.
|
RIGHT TO PERFORM.
|
33.
|
AUTHORITY.
|
34.
|
PARKING AND COMMON AREAS.
|
35.
|
TRANSPORTATION MANAGEMENT PROGRAM.
|
36.
|
QUIET ENJOYMENT.
|
37.
|
GENERAL.
|
LANDLORD:
|
|
TENANT:
|
|||||
|
|
|
|||||
BELLEVUE PLACE OFFICE, LLC, a
|
|
SMARTSHEET, INC.,
|
|||||
Washington limited liability company
|
|
a Washington corporation
|
|||||
|
|
|
|||||
By:
|
KEMPER DEVELOPMENT
|
|
|
||||
|
COMPANY, a Washington
|
|
|
||||
|
corporation; Its Manager
|
|
By:
|
/s/ Jennifer Ceran
|
|||
|
|
|
|
|
Jennifer Ceran
|
|
|
By:
|
/s/James E. Melby
|
|
Its:
|
CFO
|
|
|
|
|
James E. Melby
|
|
|
||||
Its:
|
President
|
|
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
|
/s/ Katie Kirknes
|
|
|
|
Type Notary Name: Katie Kirkness
|
|
|
|
Notary Public in and for the State of
|
|
(SEAL)
|
|
Washington, residing at Shoreline
|
|
|
|
My commission expires 9-20-17
|
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
|
/s/ Tiffany C Granger
|
|
|
|
Type Notary Name: Tiffany C Granger
|
|
|
|
Notary Public in and for the State of
|
|
(SEAL)
|
|
Washington, residing at Issaquah
|
|
|
|
My commission expires August 16, 2020
|
|
Exhibit “A” - Legal Description of Bellevue Place.
|
Exhibit “B” - Site Plan of Bellevue Place.
|
Exhibit “C” - Floor Plan of the Leased Premises.
|
Exhibit “D” - Tenant Design & Construction Manual (including Base Building Finish Condition).
|
Exhibit “E” - Rules and Regulations.
|
Exhibit “F” - Bellevue Place Transportation Management Agreement.
|
Exhibit “G” - Form of Tenant Estoppel Certificate.
|
Exhibit “H” - Form of Subordination Agreement to Reciprocal Easement Agreement.
|
|
Tenant Design & Construction Manual 2014
|
1
|
|
Tenant Design & Construction Manual 2014
|
1
|
|
Tenant Design & Construction Manual 2014
|
2
|
|
Contents
|
|
|
|
||
ARTICLE I: Building Description
|
5
|
|
|||
|
Section 1.01: Design Concept
|
5
|
|
||
|
Section 1.02: Construction Type
|
6
|
|
||
|
Section 1.03: Vicinity Map, Site Plan
|
7
|
|
||
Article II: Directory Of Landlords Representatives, Consultants, And Government Agencies
|
8
|
|
|||
|
A. Landlord’s Representatives
|
8
|
|
||
|
B. Government Agencies
|
9
|
|
||
|
C. Utility Services
|
9
|
|
||
Article III: Tenant Improvement Design And Landlord Approval Process
|
10
|
|
|||
|
Section 3.01: Description of Tenant’s Additional Improvements and Design Criteria
|
10
|
|
||
|
|
Method of Measuring Tenant Spaces
|
10
|
|
|
|
Section 3.02: Design Criteria
|
11
|
|
||
|
Section 3.03: Standard Specifications
|
12
|
|
||
|
|
Shell Perimeter Walls, Corridor Walls, Demising Partitions, and Ceilings
|
12
|
|
|
|
|
|
Perimeter Walls
|
12
|
|
|
|
|
Corridor Walls
|
12
|
|
|
|
|
Demising Partitions
|
12
|
|
|
|
|
Standard Partitions
|
12
|
|
|
|
|
Column/finish Treatment
|
12
|
|
|
|
|
Ceiling
|
13
|
|
|
|
Doors, Frames and Hardware
|
13
|
|
|
|
|
Paint
|
13
|
|
|
|
|
Flooring
|
13
|
|
|
|
|
Penetrations, Welding and Hot Work
|
14
|
|
|
|
|
Waterproofing
|
14
|
|
|
|
|
Plumbing
|
14
|
|
|
|
|
Mechanical
|
15
|
|
|
|
|
Electrical
|
18
|
|
|
|
|
Structural and Roof
|
20
|
|
|
|
|
Fire/Life Safety, Fire Sprinklers and Testing
|
20
|
|
|
|
|
Communication System
|
21
|
|
|
|
|
Satellite Dish
|
21
|
|
|
|
Section 3.04: Existing Building Conditions
|
21
|
|
||
|
Section 3.05: Design Submittal Requirements
|
22
|
|
||
|
|
A. Preliminary Submittal
|
22
|
|
|
|
|
B. Final Submittal
|
22
|
|
|
|
|
Permits
|
23
|
|
|
|
|
Mechanical/Electrical Schedule
|
24
|
|
|
|
|
Start-up and air balance request
|
25
|
|
Tenant Design & Construction Manual 2014
|
3
|
|
Article IV: CONSTRUCTION PHASE
|
26
|
|
|||
|
Section 4.01: Construction Agreement
|
26
|
|
||
|
Section 4.02: Preconstruction Meeting
|
26
|
|
||
|
|
Construction Contract and Schedule of Values
|
26
|
|
|
|
|
Bonds
|
26
|
|
|
|
|
Certificate of Insurance
|
27
|
|
|
|
|
Acceptance of Leased Premises
|
27
|
|
|
|
|
Construction Schedule
|
27
|
|
|
|
|
Building Permit
|
27
|
|
|
|
|
Subcontractor List
|
27
|
|
|
|
|
Construction Deposit
|
27
|
|
|
|
|
Signed Lease and Delivery of Security Deposit
|
27
|
|
|
|
Section 4.03: Tenant Contractor Rules and Regulations
|
27
|
|
||
|
|
General Contractor Responsibility
|
28
|
|
|
|
|
Superintendent
|
28
|
|
|
|
|
Subcontractors
|
28
|
|
|
|
|
Excessive Noise and Odors
|
28
|
|
|
|
|
Smoking
|
28
|
|
|
|
|
Damage
|
28
|
|
|
|
|
Storage
|
28
|
|
|
|
|
Trash and Dumpsters
|
28
|
|
|
|
|
Dust and Dirt
|
28
|
|
|
|
|
Delivery and Parking
|
28
|
|
|
|
|
Working Hours
|
28
|
|
|
|
|
Contractor Signage
|
29
|
|
|
|
|
Construction Barricade
|
29
|
|
|
|
Section 4.04: Demolition
|
29
|
|
||
|
Section 4.05: Penetrations, Welding and Hot Work
|
29
|
|
||
|
Section 4.06: Fire Pre-Test/Final Test Procedures
|
29
|
|
||
|
Section 4.07: Stopping the Work
|
30
|
|
||
|
Section 4.08: Construction Completion and Closeout
|
30
|
|
||
|
Section 4.09: Tenant Improvement Checklist
|
31
|
|
||
Article V: MISCELLANEOUS FORMS
|
32
|
|
|||
|
|
Contractor Rules
|
34
|
|
|
|
|
Pre/Post Demo MEP Inspection Form
|
35
|
|
|
|
|
Emergency Fire Sprinkler Containment Kit Instructions
|
36
|
|
|
|
|
Fire System Sprinkler Drain and Re-fill Procedure
|
37
|
|
|
|
|
Hot Work Permit Sample
|
38
|
|
|
Article VI: TYPICAL DETAILS (11/22/2010)
|
39
|
|
Tenant Design & Construction Manual 2014
|
4
|
|
Tenant Design & Construction Manual 2014
|
5
|
|
Tenant Design & Construction Manual 2014
|
6
|
|
A.
|
Landlord’s Representatives
:
|
Landlord
Bellevue Place Office, LLC
Kemper Development Company
575 Bellevue Square
Bellevue, Washington 98004
Sr. VP of Design & Construction - Daniel P. Meyers, AIA
Tenant Coordinator/Project Manager - Tony Cook
(425) 646-3660 or tony.cook@kemperdc.com
|
Management Office
Bellevue Place Office Building
10500 NE 8th Street, Suite 215
Bellevue, Washington 98004
VP of Property Management - Phillip Scott
(425) 460-5840 or (206) 861-5770 or Phillip.scott@kemperdc.com
Security - (425) 460-5730
|
Landlord’s Legal Representative
Perkins Coie LLP
0885 NE 4th Street, Suite 700
Bellevue, Washington 98004
Attn: Craig Gilbert
(425) 635-1400 Fax (425) 635-2400
|
Project Architect
Sclater Partners Architects, P.C.
414 Olive Way, Suite 300
Seattle, Washington 98101
Attn: Craig Kasman
(206) 624-8682 Fax (206) 621-8445
|
Space Planner
JPC Architects
909 112th Ave. NE, Suite 206
Bellevue, WA 98004
Attn: Amy Nichols
(425) 641-9200
|
Structural Engineer
Cary Kopczynski & Co.
10500 NE 8th Street, Suite 800
Bellevue, Washington 98004
(425) 455-2144 Fax (425) 455-2091
|
Electrical Contractor
Nelson Electric
9620 Stone Avenue N, Suite 201
Seattle, Washington 98103
(206) 523-4525 Fax (206) 527-9539
|
Fire Protection Contractor
Patriot Fire Protection Inc.
2707 70th Avenue E
Tacoma, Washington 98424
(253) 926-2290 Fax (253) 922-6150
|
Tenant Design & Construction Manual 2014
|
7
|
|
Fire Alarm Contractor
SimplexGrinnell
9520 10th Avenue S, Suite 100
Seattle, WA 98108
(206) 291-1400 Fax (206) 291-1500
|
Mechanical Engineer & Contractor
MacDonald Miller Facility Solutions
7717 Detroit Avenue SW
Seattle, Washington 98106
Attn: Jon Sigmund
(206) 768-4222 Fax (206) 768-4223
|
Roofing Contractor
Snyder Roofing
20203 Broadway Avenue
Snohomish, Washington 98296
(425) 402-1848
|
B.
|
Government Agencies:
|
Building Department
City of Bellevue - Design and Development
P.O. Box 90012
Bellevue, Washington 98009
(425) 452-6864
|
Fire Department
Bellevue Fire Prevention Bureau
766 Bellevue Way S.E.
Bellevue, Washington 98004
(425) 452-6872
|
C.
|
Utility Services:
|
Water
Water and Sewer Utilities City of Bellevue
P.O. Box 90012
Bellevue, Washington 98009
(425) 455-6864
|
Electricity
Puget Sound Energy
10608 NE Fourth Street
Bellevue, Washington 98004
New Services
(425) 455-5120
|
Telephone
CenturyLink
Business Services
(800) 603-6000
|
Tenant Design & Construction Manual 2014
|
8
|
|
Tenant Design & Construction Manual 2014
|
9
|
|
-
|
Schematic Phase (Space plan)
|
-
|
Construction Document Phase (Working drawings)
|
•
|
Dimensions of all walls, openings and other space planning features
|
•
|
Reflected ceiling plan; locating the ceiling grid and light fixtures
|
•
|
Power and telephone plan; including specific requirements for computers and other dedicated circuits
|
•
|
Location and dimensions of all slab penetrations
|
•
|
HVAC modifications/requirements
|
•
|
Plumbing modifications/requirements
|
•
|
Number of personnel to occupy the space
|
•
|
Number, size and relationship of private offices
|
•
|
Conference room requirements
|
•
|
Reception area requirements
|
•
|
Storage and office support requirements
|
•
|
Equipment needs
|
Tenant Design & Construction Manual 2014
|
10
|
|
Tenant Design & Construction Manual 2014
|
11
|
|
Tenant Design & Construction Manual 2014
|
12
|
|
•
|
Protection screens to isolate the area from slashes and sparks
|
•
|
Flashback arrestor fitted to the inlet connection of the welding and cutting blowpipes
|
•
|
Fire extinguishers
|
•
|
Fire Watch by outside vendor or Bellevue Place Security
|
•
|
Pre-installation meeting of all parties associated with waterproofing.
|
•
|
Periodic part time inspection with a minimum of three site visits a week.
|
•
|
Review the start and end of all required water tests.
|
Tenant Design & Construction Manual 2014
|
13
|
|
·
|
Verify design criteria based on original design, ventilation ratios, and load calculations.
|
·
|
Inspect the existing space and compare the as-built records to the current conditions and notify Landlord of discrepancies. Landlord will make a determination of further work based on observations.
|
·
|
Removal of all existing fan coil units where there aren’t 24 hour cooling requirements, including all ductwork and piping. All removed equipment must be returned to Landlord.
|
·
|
When removing CWFC (fan coil units), the chilled water and condensate pipes must be removed back to the closest “T”. Valves with caps should be provided for future use if not already existing.
|
·
|
Re-balance all VAV zones in the remodeled space, regardless if diffuser modifications where made.
|
·
|
Verify all VAV bottom service access panels are accessible for future use.
|
Tenant Design & Construction Manual 2014
|
14
|
|
Tenant Design & Construction Manual 2014
|
15
|
|
•
|
Occupant Density - Densities will be based on 1 person for every 265 square feet.
|
•
|
Lighting Loads - Loads will be coordinated with the electrical engineer. Lighting loads will be in the approximate range of 0.5 to 2.0 watts per square foot depending on the space usage.
|
•
|
Miscellaneous Equipment Loads - Loads will be in the approximate range of 0.5 to 5.0 watts per square foot depending on use.
|
·
|
Conference rooms with 6 or more people
|
·
|
Training rooms
|
·
|
Corner offices
|
Tenant Design & Construction Manual 2014
|
16
|
|
Tenant Design & Construction Manual 2014
|
17
|
|
Tenant Design & Construction Manual 2014
|
18
|
|
Tenant Design & Construction Manual 2014
|
19
|
|
Tenant Design & Construction Manual 2014
|
20
|
|
Tenant Design & Construction Manual 2014
|
21
|
|
Tenant Design & Construction Manual 2014
|
22
|
|
Prepared by:
|
|
||||
|
|
|
|
|
|
Mechanical
|
|
Phone
|
|
Date
|
|
|
|
|
|
|
|
Electrical
|
|
Phone
|
|
Date
|
|
Water closets
|
|
Total fixture units
|
|
Grease waste fixture units
|
|
Lavatories
|
|
Total fixture units
|
|
Sanitary waste fixture units
|
|
Sinks
|
|
Total fixture units
|
|
Vent Fixture Units
|
|
Water fountains
|
|
Total fixture units
|
|
|
|
Other
|
|
|
|
|
|
|
Total fixture units
|
|
|
|
|
|
Total fixture units
|
|
|
|
|
|
Total fixture units
|
|
|
|
Tenant Design & Construction Manual 2014
|
23
|
|
1.
|
Tenant Name
|
|
Space#
|
|
|
|
|
|
|
|
|
2.
|
Contractor Contace
|
|
Phone
|
|
|
|
|
|
|
|
|
3.
|
Mech. Contractor Contact
|
|
Phone
|
|
|
|
|
|
|
|
|
4.
|
Elec. Contractor Contact
|
|
Phone
|
|
|
|
|
|
|
|
|
5.
|
Electrical Yes No Remarks
|
|
|
|
|
|
AC or FCU/CU Unit numbers
|
|
|||
|
Disconnects mounted?
|
|
|||
|
Power to the disconnects?
|
|
|||
|
Voltage to the disconnects correct?
|
|
|||
|
Correct size wire to the unit?
|
|
|||
|
Proper size fuses installed?
|
|
|||
|
Thermostat mounted and wired?
|
|
|||
|
Duct heaters disconnects/fuses installed?
|
|
|||
|
|
|
|||
6.
|
Sheet Metal Yes No Remarks
|
|
|||
|
Mech. design review passed?
|
|
|||
|
Duct work complete?
|
|
|||
|
Diffusers in?
|
|
|||
|
Damper installed for each supply grill?
|
|
|||
|
Return air system installed?
|
|
|||
|
Restroom exhaust installed?
|
|
Date
|
|
Signed
|
|
|
|
|
Contractor
|
Start-up Remarks (for Landlord’s use)
|
|
|
|
|
|
|
|
|
|
Tenant Design & Construction Manual 2014
|
24
|
|
•
|
Roofing, flashing, counter-flashing, roof penetrations, roof repairs and curbs
|
•
|
Automatic Fire Sprinkler System including engineering
|
•
|
Low voltage control wiring between the energy management system and Tenant’s HVAC equipment
|
•
|
Installation of HVAC equipment and mechanical work outside of the Leased Premises
|
•
|
Start-up, testing, and air balance of HVAC equipment
|
•
|
Connection to building fire alarm system and building house panels
|
•
|
Electrical rooftop work
|
Tenant Design & Construction Manual 2014
|
25
|
|
Tenant Design & Construction Manual 2014
|
26
|
|
Tenant Design & Construction Manual 2014
|
27
|
|
Tenant Design & Construction Manual 2014
|
28
|
|
•
|
Lease signed
|
•
|
Security Deposit received
|
•
|
Preliminary Submittal
|
•
|
Landlord Approval
|
•
|
Final Submittal
|
•
|
Mechanical Approval
|
•
|
Electrical Approval
|
•
|
Copy of Building Permit
|
•
|
Construction Contract, including Schedule of Values
|
•
|
Certificate of Insurance
|
•
|
Payment Bond
|
•
|
Performance Bond
|
•
|
Construction Schedule
|
•
|
Construction Deposit
|
•
|
Subcontractor List
|
•
|
Copy of signed Permit Inspection Record from the City of Bellevue
|
•
|
Certificate of Substantial Completion
|
•
|
Completed Punch List signed off by Landlord
|
•
|
As-Built drawings (AutoCAD and PDF format) to Landlord
|
•
|
Waterproofing Certificate/Warranty
|
Tenant Design & Construction Manual 2014
|
29
|
|
Tenant Design & Construction Manual 2014
|
30
|
|
Tenant Space No:
|
|
Tenant;
|
|
|
General Contractor:
|
|
|||
Signature:
|
|
|||
Print Name:
|
|
|||
Email Address:
|
|
|||
Cell Phone Number:
|
|
Tenant Design & Construction Manual 2014
|
31
|
|
Tenant Design & Construction Manual 2014
|
32
|
|
Tenant Design & Construction Manual 2014
|
33
|
|
•
|
One (1) red, 55 gal. Rubbermaid can
|
•
|
One (1) 100 foot roll of a poly-tube
|
•
|
One (1) roll of Gorilla Tape
|
•
|
One (1) roll of galvanized wire
|
•
|
One (1) carpenters knife
|
Tenant Design & Construction Manual 2014
|
34
|
|
* = RED TAG impairment tagging system
(FM Global)
|
Tenant Design & Construction Manual 2014
|
35
|
|
Tenant Design & Construction Manual 2014
|
36
|
|
Tenant Design & Construction Manual 2014
|
37
|
|
C-4
|
WORK COUNTER
|
C-5
|
ADA CLOSET ROD & SHELF
|
|
|
D-1
|
SUSPENDED CEILING SUPPORT
|
D-2
|
CEILING PARIMETER DETAIL
|
|
|
E-1
|
CARPET/VCT TRANSITION DETAIL
|
E-2
|
CARPET/WOOD TRANSITION DETAIL
|
E-3
|
CARPET/VINYL TRANSITION DETAIL
|
E-4
|
CARPET/STONE TRANSITION DETAIL
|
Tenant Design & Construction Manual 2014
|
38
|
I.
|
OBJECTIVES
|
II.
|
DEFINITIONS
|
III.
|
CONDITIONS
|
Project Occupancy
|
Employee Vehicles
Parked
|
Peak Hour
Outbound Employee
Vehicle Trips (PM)
|
0 to 49% Occupancy
|
(no targets)
|
(no targets)
|
50.0 to 54.9%
|
783
|
597
|
55.0 to 59.9%
|
829
|
632
|
60.0 to 64.9%
|
873
|
666
|
65.0 to 69.9%
|
918
|
700
|
70.0 to 74.9%
|
962
|
734
|
75.0 to 79.9%
|
1003
|
765
|
80.0 to 84.9%
|
1044
|
797
|
85.0 to 89.9%
|
1083
|
826
|
90.0 to 94.9%
|
1117
|
852
|
95.0 to 100% (full Occupancy)
|
1117
|
852
|
By
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Name:
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Its:
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By
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Name:
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Its:
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TENANT:
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SMARTSHEET.COM, INC.,
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a Washington corporation
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By
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Mark Mader, CEO
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STATE OF WASHINGTON
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)
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) ss:
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COUNTY OF KING
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)
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Type Notary Name:
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Notary Public in and for the State of
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(SEAL)
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Washington, residing at
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My Commission expires
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TENANT:
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SMARTSHEET, INC.,
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a Washington corporation
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By
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/s/ Jennifer Ceran
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Jennifer Ceran
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Its
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CFO
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STATE OF WASHINGTON
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)
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) ss:
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COUNTY OF KING
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)
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/s/ Tiffany Granger
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Type Notary Name:
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Tiffany C. Granger
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Notary Public in and for the State of
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Washington, residing at
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Issaquah
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My commission expires
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August 16, 2020
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LANDLORD:
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TENANT:
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BELLEVUE PLACE OFFICE, LLC,
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SMARTSHEET, INC.,
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SMARTSHEET, INC.,
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a Washington corporation
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a Washington limited liability company
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By:
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/s/ Jennifer Ceran
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By:
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KEMPER DEVELOPMENT
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Jennifer Ceran, Chief Financial Officer
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COMPANY, a Washington corporation
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Its Manager
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By:
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James E. Melby
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James E. Melby
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President
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STATE OF WASHINGTON
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)
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) ss:
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COUNTY OF KING
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)
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/s/ Katie Kirkness
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Type Notary Name: Katie Kirkness
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Notary Public in and for the State of
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(SEAL)
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Washington, residing at Shoreline
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My commission expires 9-20-17
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STATE OF WASHINGTON
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)
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) ss:
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COUNTY OF KING
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)
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/s/ Lauren Kingston
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Type Notary Name: Lauren Kingston
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Notary Public in and for the State of
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(SEAL)
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Washington, residing at Seattle, WA
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My commission expires 10/9/2020
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1
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BASIC LEASE DATA, TERMS AND EXHIBITS
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1
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2
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PREMISES
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3
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2.1
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Generally
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3
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2.2
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Reserved to Landlord
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3
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3
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LEASE TERM
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4
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3.1
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Generally
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4
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3.2
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Termination
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4
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3.3
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Holding Over
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4
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3.4
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Option to Extend Lease Term
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4
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4
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COMMENCEMENT AND EXPIRATION DATES; LEASE YEAR
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5
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4.1
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Commencement Date
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5
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4.2
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Expiration Date
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6
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4.3
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Confirmation of Commencement and Expiration
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6
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4.4
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Lease Year
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6
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5
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RENT
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6
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6
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ADDITIONAL RENT
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6
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6.1
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Generally
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6
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6.2
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Definitions
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6
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6.3
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Payment
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9
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6.4
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Nonpayment
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10
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6.5
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Future Development of Bellevue Place
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10
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6.6
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Disputes Relating to Additional Rent
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10
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7
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LATE CHARGES
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11
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8
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SECURITY DEPOSIT
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11
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9
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USES
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12
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9.1
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Permitted Uses
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12
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9.2
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Prohibited Uses
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12
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9.3
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Compliance with Laws, Rules and Regulations
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12
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9.4
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Hazardous Material
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12
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10
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SERVICES AND UTILITIES
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13
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10.1
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Standard Services
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13
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10.2
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Interruption of Services
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14
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10.3
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Additional Services
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14
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20.2
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Assignee Obligations
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23
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20.3
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Sublessee Obligations
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24
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20.4
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Conditional Consents
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24
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20.5
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Attorneys' Fees and Costs
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24
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21
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ADVERTISING
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24
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22
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LIENS
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24
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23
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TENANT'S DEFAULT
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25
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23.1
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Default
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25
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23.2
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Remedies in Default
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25
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23.3
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Legal Expenses
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26
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23.4
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Bankruptcy
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26
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23.5
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Remedies Cumulative - Waiver
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27
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24
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SUBORDINATION AND ATTORNMENT; MORTGAGEE PROTECTION
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27
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24.1
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Subordination - Notice to Mortgagee
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27
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24.2
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Mortgagee Protection Clause
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28
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25
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SURRENDER OF POSSESSION
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28
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26
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REMOVAL OF PROPERTY
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28
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27
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VOLUNTARY SURRENDER
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29
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28
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EMINENT DOMAIN
|
29
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28.1
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Total Taking
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29
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28.2
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Constructive Taking of Entire Premises
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29
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28.3
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Partial Taking
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29
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28.4
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Damages
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29
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29
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NOTICES
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30
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30
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LANDLORD'S LIABILITY
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30
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31
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TENANT'S CERTIFICATES
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31
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32
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RIGHT TO PERFORM
|
31
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33
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AUTHORITY
|
31
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34
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PARKING AND COMMON AREAS
|
32
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34.1
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Parking
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32
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34.2
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Common Areas
|
32
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35
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TRANSPORTATION MANAGEMENT PROGRAM
|
33
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36
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QUIET ENJOYMENT
|
33
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37
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GENERAL
|
33
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37.1
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Captions
|
33
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37.2
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Bellevue Place Rent and Income
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33
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37.3
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Successors or Assigns
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33
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37.4
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Tenant Defined
|
33
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37.5
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Lost Security or Access Key Card
|
33
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37.6
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Landlord's Consent
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34
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37.7
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Broker's Commission
|
34
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37.8
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Partial Invalidity
|
34
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37.9
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Recording
|
34
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37.10
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Joint Obligation
|
34
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37.11
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Time
|
34
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37.12
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Prior Agreements
|
34
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37.13
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Inability to Perform
|
35
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37.14
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Transfer of Landlord's Interest
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35
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37.15
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No Light, Air or View Easement
|
35
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37.16
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Reciprocal Easement Agreements
|
35
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37.17
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Waiver
|
35
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|
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37.18
|
Name
|
36
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37.19
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Choice of Law - Venue
|
36
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37.20
|
OFAC Certification
|
36
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37.21
|
Current Tenant
|
36
|
|
1.
|
BASIC LEASE DATA, TERMS AND EXHIBITS.
|
1.4
|
Principal Business Address of Tenant
: 10500 NE 8th Street, Suite 1300, Bellevue, WA 98004.
|
1.6
|
Leased Premises
: That portion of the twelfth (12th) floor of the Bank of America Building; as and where shown on Exhibit “C” attached hereto.
|
1.11
|
Lease Term
: Approximately seventy-two (72) calendar months, plus that portion of a calendar month necessary, if at all, for the Expiration Date to occur on the last day of such calendar month.
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1.12
|
Commencement Date
: The earlier of (i) five (5) days following substantial completion of the Premises Improvements (defined in Section 11.1(a) below), but no later than sixty (60) days following the date the Current Tenant (defined in Section 37.21 below) vacates and surrenders possession of the Leased Premises to Landlord, or (ii) the date Tenant first occupies the Leased Premises for business purposes.
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1.14
|
Security Deposit
: Upon execution of this Lease, Tenant shall pay Landlord One Hundred Sixty-one Thousand Three Hundred Eighty-five and 29/100 Dollars ($161,385.29), of which Forty-nine Thousand Seven Hundred and 42/100 Dollars ($49,700.42) shall be applied to Rent and Additional Rent due for the first (1s) month of the Lease Term, and One Hundred Eleven Thousand Six Hundred Eighty-four and 87/100 Dollars ($111,684.87) representing Rent and Additional Rent due for the last two months of the Lease Term, shall be held as a security deposit.
|
1.15
|
Deadline for Submission to Landlord of Premises Plans for Premises Improvements
. N/A.
|
1.16
|
Contingency
: THIS LEASE IS CONTINGENT UPON ITS ACCEPTANCE AND APPROVAL BY LANDLORD’S LENDERS. If this Lease is acceptable to Landlord’s lenders, this contingency will be waived by Landlord.
|
2.
|
PREMISES.
|
4.
|
COMMENCEMENT AND EXPIRATION DATES; LEASE YEAR.
|
5.
|
RENT.
|
6.
|
ADDITIONAL RENT.
|
7.
|
LATE CHARGES.
|
8.
|
SECURITY DEPOSIT.
|
9.
|
USES.
|
10.
|
SERVICES AND UTILITIES.
|
11.
|
IMPROVEMENTS, ALTERATIONS AND ADDITIONS.
|
12.
|
MAINTENANCE OF THE PREMISES.
|
13.
|
ACCEPTANCE OF THE LEASED PREMISES.
|
14.
|
DEFAULT BY LANDLORD.
|
15.
|
ACCESS.
|
16.
|
DAMAGE OR DESTRUCTION.
|
17.
|
MUTUAL RELEASE AND WAIVER OF SUBROGATION.
|
18.
|
INDEMNITY.
|
18.2
|
Concurrent Negligence of Landlord and Tenant Relating to Construction, Repair and Maintenance Activities.
|
19.
|
INSURANCE.
|
20.
|
ASSIGNMENT AND SUBLEASING.
|
21.
|
ADVERTISING.
|
22.
|
LIENS.
|
23.
|
TENANT’S DEFAULT.
|
24.
|
SUBORDINATION AND ATTORNMENT; MORTGAGEE PROTECTION.
|
25.
|
SURRENDER OF POSSESSION.
|
26.
|
REMOVAL OF PROPERTY.
|
27.
|
VOLUNTARY SURRENDER.
|
28.
|
EMINENT DOMAIN.
|
29.
|
NOTICES.
|
30.
|
LANDLORD’S LIABILITY.
|
31.
|
TENANT’S CERTIFICATES.
|
32.
|
RIGHT TO PERFORM.
|
33.
|
AUTHORITY.
|
34.
|
PARKING AND COMMON AREAS.
|
35.
|
TRANSPORTATION MANAGEMENT PROGRAM.
|
36.
|
QUIET ENJOYMENT.
|
37.
|
GENERAL.
|
LANDLORD:
|
|
|
TENANT:
|
|||
|
|
|
|
|
|
|
BELLEVUE PLACE OFFICE, LLC
|
|
SMARTSHEET, INC.,
|
||||
a Washington limited liability
|
|
a Washington corporation
|
||||
company
|
|
|
|
|
||
|
|
|
|
By:
|
/s/ Jennifer Ceran
|
|
By: KEMPER DEVELOPMENT
|
|
|
Jennifer Ceran
|
|
||
COMPANY, a Washington
|
|
Its:
|
CFO
|
|
||
corporation; Its Manager
|
|
|
|
|
||
|
|
|
|
|
|
|
By:
|
/s/ James Melby
|
|
|
|
|
|
|
James Melby
|
|
|
|
|
|
|
Its President
|
|
|
|
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
/s/ Katie Kirkness
|
|
|
Type Notary Name: Katie Kirkness
|
|
|
Notary Public in and for the State of
|
|
(SEAL)
|
Washington, residing at Shoreline
|
|
|
My commission expires 9-20-17
|
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
/s/ Tiffany C Granger
|
|
|
Type Notary Name: Tiffany C Granger
|
|
|
Notary Public in and for the State of
|
|
(SEAL)
|
Washington, residing at Issaquah
|
|
|
My commission expires 8-16-2020
|
|
TENANT:
|
||
|
|
|
SMARTSHEET, INC.,
|
||
a Washington corporation
|
||
|
|
|
By:
|
/s/ Jennifer Ceran
|
|
Name:
|
Jennifer Ceran
|
|
Its:
|
CFO
|
|
STATE OF WASHINGTON
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
/s/ Tiffany C. Granger
|
||
|
Type Notary Name: Tiffany C. Granger
|
|
|
|
Notary Public in and for the State of
|
|
|
(SEAL)
|
Washington, residing at Issaquah.
|
|
.
|
|
My commission expires 8/16/2020.
|
|
1
|
BASIC LEASE DATA, TERMS AND EXHIBITS
|
1
|
|
|
|
|
|
|
|
2
|
PREMISES
|
3
|
|
|
|
2.1
|
Generally
|
3
|
|
|
2.2
|
Reserved to Landlord
|
3
|
|
|
|
|
|
|
3
|
LEASE TERM
|
4
|
|
|
|
3.1
|
Generally
|
4
|
|
|
3.2
|
Termination
|
4
|
|
|
3.3
|
Holding Over
|
4
|
|
|
3.4
|
Option to Extend Lease Term
|
4
|
|
|
|
|
|
|
4
|
COMMENCEMENT AND EXPIRATION DATES; LEASE YEAR
|
6
|
|
|
|
4.1
|
Commencement Date
|
6
|
|
|
4.2
|
Expiration Date
|
6
|
|
|
4.3
|
Confirmation of Commencement and Expiration
|
6
|
|
|
4.4
|
Lease Year
|
6
|
|
|
|
|
|
|
5
|
RENT
|
6
|
|
|
|
|
|
|
|
6
|
ADDITIONAL RENT
|
6
|
|
|
|
6.1
|
Generally
|
6
|
|
|
6.2
|
Definitions
|
6
|
|
|
6.3
|
Payment
|
9
|
|
|
6.4
|
Nonpayment
|
10
|
|
|
6.5
|
Future Development of Bellevue Place
|
10
|
|
|
6.6
|
Disputes Relating to Additional Rent
|
10
|
|
|
|
|
|
|
7
|
LATE CHARGES
|
11
|
|
|
|
|
|
|
|
8
|
SECURITY DEPOSIT
|
11
|
|
|
|
|
|
|
|
9
|
USES
|
13
|
|
|
|
9.1
|
Permitted Uses
|
13
|
|
|
9.2
|
Prohibited Uses
|
13
|
|
|
9.3
|
Compliance with Laws, Rules and Regulations
|
13
|
|
|
9.4
|
Hazardous Material
|
14
|
|
|
|
|
|
|
10
|
SERVICES AND UTILITIES
|
14
|
|
|
|
10.1
|
Standard Services
|
14
|
|
|
10.2
|
Interruption of Services
|
15
|
|
|
10.3
|
Additional Services
|
15
|
|
|
20.2
|
Assignee Obligations
|
26
|
|
|
20.3
|
Sublessee Obligations
|
26
|
|
|
20.4
|
Conditional Consents
|
26
|
|
|
20.5
|
Attorneys' Fees and Costs
|
26
|
|
|
|
|
|
|
21
|
ADVERTISING
|
26
|
|
|
|
|
|
|
|
22
|
LIENS
|
26
|
|
|
|
|
|
|
|
23
|
TENANT'S DEFAULT
|
27
|
|
|
|
23.1
|
Default
|
27
|
|
|
23.2
|
Remedies in Default
|
28
|
|
|
23.3
|
Legal Expenses
|
28
|
|
|
23.4
|
Bankruptcy
|
28
|
|
|
23.5
|
Remedies Cumulative - Waiver
|
29
|
|
|
|
|
|
|
24
|
SUBORDINATION AND ATTORNMENT; MORTGAGEE PROTECTION
|
30
|
|
|
|
24.1
|
Subordination - Notice to Mortgagee
|
30
|
|
|
24.2
|
Mortgagee Protection Clause
|
30
|
|
|
|
|
|
|
25
|
SURRENDER OF POSSESSION
|
30
|
|
|
|
|
|
|
|
26
|
REMOVAL OF PROPERTY
|
30
|
|
|
|
|
|
|
|
27
|
VOLUNTARY SURRENDER
|
31
|
|
|
|
|
|
|
|
28
|
EMINENT DOMAIN
|
31
|
|
|
|
28.1
|
Total Taking
|
31
|
|
|
28.2
|
Constructive Taking of Entire Premises
|
31
|
|
|
28.3
|
Partial Taking
|
31
|
|
|
28.4
|
Damages
|
32
|
|
|
|
|
|
|
29
|
NOTICES
|
32
|
|
|
|
|
|
|
|
30
|
LANDLORD'S LIABILITY
|
32
|
|
|
|
|
|
|
|
31
|
TENANT'S CERTIFICATES
|
33
|
|
|
|
|
|
|
|
32
|
RIGHT TO PERFORM
|
33
|
|
|
|
|
|
|
|
33
|
AUTHORITY
|
33
|
|
|
|
|
|
|
|
34
|
PARKING AND COMMON AREAS
|
34
|
|
|
|
34.1
|
Parking
|
34
|
|
|
34.2
|
Common Areas
|
34
|
|
|
|
|
|
|
35
|
TRANSPORTATION MANAGEMENT PROGRAM
|
35
|
|
|
|
|
|
|
|
36
|
QUIET ENJOYMENT
|
35
|
|
|
|
|
|
|
|
37
|
GENERAL
|
35
|
|
|
|
37.1
|
Captions
|
35
|
|
|
37.2
|
Bellevue Place Rent and Income
|
35
|
|
|
37.3
|
Successors or Assigns
|
35
|
|
|
37.4
|
Tenant Defined
|
35
|
|
|
37.5
|
Lost Security or Access Key Card
|
35
|
|
|
37.6
|
Landlord's Consent
|
35
|
|
|
37.7
|
Broker's Commission
|
35
|
|
|
37.8
|
Partial Invalidity
|
36
|
|
|
37.9
|
Recording
|
36
|
|
|
37.1
|
Joint Obligation
|
36
|
|
|
37.11
|
Time
|
36
|
|
|
37.12
|
Prior Agreements
|
36
|
|
|
37.13
|
Inability to Perform
|
36
|
|
|
37.14
|
Transfer of Landlord's Interest
|
37
|
|
|
37.15
|
No Light, Air or View Easement
|
37
|
|
|
37.16
|
Reciprocal Easement Agreements
|
37
|
|
|
37.17
|
Waiver
|
37
|
|
|
37.18
|
Name
|
37
|
|
|
37.19
|
Choice of Law - Venue
|
37
|
|
|
37.2
|
OFAC Certification
|
37
|
|
|
37.21
|
Current Tenant
|
38
|
|
|
37.22
|
Fifth Floor Restroom
|
38
|
|
|
37.23
|
Signage
|
38
|
|
1.
|
BASIC LEASE DATA, TERMS AND EXHIBITS.
|
1.1
|
Landlord: Bellevue Place Office, LLC, a Washington limited liability company.
|
1.2
|
Address of Landlord
: P. 0. Box 4186, Bellevue, Washington 98009.
|
1.3
|
Tenant
: Smartsheet, Inc., a Washington corporation.
|
1.4
|
Principal Business Address of Tenant
: 10500 NE 8th Street, Suite 1300, Bellevue, WA 98004.
|
1.5
|
Tenant's Permitted Trade Name
: Smartsheet.
|
1.6
|
Leased Premises
: That portion of the fifth (5th) floor of the Bank of America Building; as and where shown on Exhibit “C” attached hereto.
|
1.7
|
Rentable Area of the Leased Premises
: Nineteen Thousand Eight Hundred Seventy-eight (19,878) square feet.
|
1.8
|
Breakdown of Rentable Area at Bellevue Place
:
|
1.9
|
Tenant's Share
:
|
1.10
|
Rent
:
|
1.11
|
Lease Term
: Approximately sixty-nine (69) calendar months, plus that portion of a calendar month necessary, if at all, for the Expiration Date to occur on the last day of such calendar month.
|
1.12
|
Commencement Date
:
|
1.13
|
Expiration Date
: March 31, 2024.
|
1.14
|
Security Deposit
: Tenant shall pay Landlord Eighty-five Thousand Twenty-eight and 15/100 Dollars ($85,028.15), which shall be applied to Rent and Additional Rent due for the first (1st) month of the Lease Term. Ninety (90) days prior to the commencement of the Premises Improvements (defined in Section 11.1 below), Tenant shall pay Landlord One Million Seventy-three Thousand Four Hundred Twelve and 00/100 Dollars ($1,073,412.00), which sum shall be held as a security deposit, subject to and as further described in Section 8 below.
|
1.15
|
Deadline for Submission to Landlord
of Premises Plans for Premises Improvements
January 1, 2018.
|
1.16
|
Contingency
: THIS LEASE IS CONTINGENT UPON ITS ACCEPTANCE AND APPROVAL BY LANDLORD'S LENDERS. If this Lease is acceptable to Landlord's lenders, this contingency will be waived by Landlord.
|
1.17
|
Project Architect
: JPC Architects, or as otherwise designated by Landlord.
|
1.18
|
Exhibits Incorporated by Reference
:
|
2.
|
PREMISES.
|
2.1
|
Generally.
|
2.2
|
Reserved to Landlord.
|
3.
|
LEASE TERM.
|
3.1
|
Generally.
|
3.2
|
Termination.
|
3.3
|
Holding Over.
|
3.4
|
Option to Extend Lease Term.
|
4.
|
COMMENCEMENT AND EXPIRATION DATES; LEASE YEAR.
|
4.1
|
Commencement Date.
|
4.2
|
Expiration Date.
|
4.3
|
Confirmation of Commencement and Expiration.
|
4.4
|
Lease Year.
|
5.
|
RENT.
|
6.
|
ADDITIONAL RENT.
|
6.1
|
Generally
.
|
6.2
|
Definitions.
|
6.3
|
Payment.
|
6.4
|
Nonpayment
.
|
6.5
|
Future Development of Bellevue Place
.
|
6.6
|
Disputes Relating to Additional Rent
.
|
7.
|
LATE CHARGES.
|
8.
|
SECURITY DEPOSIT.
|
•
|
For the period commencing on April 1, 2020, through and including March 31, 2021, the Additional Security Deposit shall be $805,059.00;
|
•
|
For the period commencing on April 1, 2021, through and including March 31, 2022, the Additional Security Deposit shall be $536,706.00;
|
•
|
For the period commencing on April 1, 2022, through and including March 31, 2023, the Additional Security Deposit shall be $375,694.00; and
|
•
|
For the period commencing on April 1, 2023, through and including the Expiration Date, the Additional Security Deposit shall be $161,011.00.
|
•
|
From and including ninety (90) days prior to the commencement of the Premises Improvements through and including March 31, 2020, the Additional Security Deposit shall be $596,340.00;
|
•
|
For the period commencing on April 1, 2020, through and including March 31, 2021, the Additional Security Deposit shall be $447,255.00;
|
•
|
For the period commencing on April 1, 2021, through and including March 31, 2022, the Additional Security Deposit shall be $298,170.00;
|
•
|
For the period commencing on April 1, 2022, through and including March 31, 2023, the Additional Security Deposit shall be $208,719.00; and
|
•
|
For the period commencing on April 1, 2023, through and including the Expiration Date, the Additional Security Deposit shall be $89,451.00.
|
9.
|
USES.
|
9.1
|
Permitted Uses
.
|
9.2
|
Prohibited Uses
.
|
9.3
|
Compliance with Laws, Rules and Regulations
.
|
9.4
|
Hazardous Material
.
|
10.
|
SERVICES AND UTILITIES.
|
10.1
|
Standard Services.
|
10.2
|
Interruption of Services.
|
10.3
|
Additional Services
.
|
11.
|
IMPROVEMENTS, ALTERATIONS AND ADDITIONS
.
|
11.1
|
Premises Improvements
.
|
11.2
|
Alterations by Tenant
|
11.3
|
Disability Laws
.
|
12.
|
MAINTENANCE OF THE PREMISES.
|
12.1
|
Maintenance and Repair by Tenant.
|
12.2
|
Failure to Maintain
.
|
12.3
|
Repair by Landlord
.
|
12.4
|
Surrender of Leased Premises
.
|
13.
|
ACCEPTANCE OF THE LEASED PREMISES.
|
14.
|
DEFAULT BY LANDLORD.
|
15.
|
ACCESS.
|
15.1
|
Right of Entry.
|
15.2
|
Excavation
.
|
16.
|
DAMAGE OR DESTRUCTION.
|
16.1
|
Insured Loss
.
|
16.2
|
Uninsured Loss
.
|
16.3
|
No Obligation
.
|
16.4
|
Partial Destruction of the Bank of America Building
.
|
16.5
|
Business Interruption
.
|
17.
|
MUTUAL RELEASE AND WAIVER OF SUBROGATION.
|
18.
|
INDEMNITY.
|
18.1
|
Generally.
|
18.2
|
Concurrent Negligence of Landlord and Tenant Relating to Construction, Repair and Maintenance Activities
.
|
18.3
|
Waiver of Workers' Compensation Immunity
.
|
18.4
|
Provisions Specifically Negotiated
.
|
19.
|
INSURANCE
.
|
19.1
|
Liability Insurance
.
|
19.2
|
Property Insurance
.
|
19.3
|
Failure to Maintain
.
|
19.4
|
Increase in Insurance Premium
.
|
20.
|
ASSIGNMENT AND SUBLEASING.
|
20.1
|
Assignment or Sublease
.
|
20.2
|
Assignee Obligations
.
|
20.3
|
Sublessee Obligations
.
|
20.4
|
Conditional Consents
.
|
20.5
|
Attorneys' Fees and Costs
.
|
21.
|
ADVERTISING
.
|
22.
|
LIENS.
|
23.
|
TENANT'S DEFAULT.
|
23.1
|
Default.
|
23.2
|
Remedies in Default.
|
23.3
|
Legal Expenses.
|
23.4
|
Bankruptcy.
|
23.5
|
Remedies Cumulative - Waiver.
|
24.
|
SUBORDINATION AND ATTORNMENT; MORTGAGEE PROTECTION.
|
24.1
|
Subordination - Notice to Mortgagee.
|
24.2
|
Mortgagee Protection Clause
.
|
25.
|
SURRENDER OF POSSESSION
.
|
26.
|
REMOVAL OF PROPERTY.
|
27.
|
VOLUNTARY SURRENDER.
|
28.
|
EMINENT DOMAIN.
|
28.1
|
Total Taking
.
|
28.2
|
Constructive Taking of Entire Premises
.
|
28.3
|
Partial Taking
.
|
28.4
|
Damages
.
|
29.
|
NOTICES.
|
30.
|
LANDLORD'S LIABILITY.
|
32.
|
RIGHT TO PERFORM.
|
33.
|
AUTHORITY.
|
34.
|
PARKING AND COMMON AREAS.
|
34.1
|
Parking.
|
34.2
|
Common Areas.
|
35.
|
TRANSPORTATION MANAGEMENT PROGRAM.
|
36.
|
QUIET ENJOYMENT.
|
37.
|
GENERAL.
|
37.1
|
Captions.
|
37.2
|
Bellevue Place Rent and Income.
|
37.3
|
Successors or Assigns.
|
37.4
|
Tenant Defined.
|
37.5
|
Lost Security or Access Key Card.
|
37.6
|
Landlord's Consent.
|
37.7
|
Broker's Commission.
|
37.8
|
Partial Invalidity.
|
37.9
|
Recording.
|
37.10
|
Joint Obligation.
|
37.11
|
Time.
|
37.12
|
Prior Agreements.
|
37.13
|
Inability to Perform.
|
37.14
|
Transfer of Landlord's Interest.
|
37.15
|
No Light, Air or View Easement
.
|
37.16
|
Reciprocal Easement Agreements
.
|
37.17
|
Waiver
.
|
37.18
|
Name
.
|
37.19
|
Choice of Law - Venue
.
|
37.20
|
OFAC Certification
.
|
37.21
|
Current Tenant
.
|
37.22
|
Fifth Floor Restroom
.
|
37.23
|
Signage
.
|
LANDLORD:
|
|
TENANT:
|
||
|
|
|
||
BELLEVUE PLACE OFFICE, LLC, a
Washington limited liability company
|
|
SMARTSHEET, INC.,
a Washington corporation
|
||
|
|
|
||
By:
|
KEMPER DEVELOPMENT
COMPANY, a Washington
corporation; Its Manager
|
|
By:
|
/s/ Jennifer Ceran
|
|
|
|
Jennifer Ceran, Chief Financial Officer
|
|
|
|
|
||
By:
|
/s/ James E. Melby
|
|
|
|
|
James E. Melby
|
|
|
|
Its
|
President
|
|
|
STATE OF WASHINGTON,
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
/s/ Katie Kirkness
|
|||
|
Type Notary Name: Katie Kirkness
|
|
||
|
Notary Public in and for the State of
|
|||
(SEAL)
|
Washington, residing at Shorline
|
|
||
|
My commission expires 9-20-17
|
|
STATE OF WASHINGTON,
|
)
|
|
) ss:
|
COUNTY OF KING
|
)
|
|
/s/ Lauren Kingston
|
|||
|
Type Notary Name: Lauren Kingston
|
|
||
|
Notary Public in and for the State of
|
|||
(SEAL)
|
Washington, residing at Seattle, WA
|
|
||
|
My commission expires 10-4-2020
|
|
Exhibit “A”
|
Legal Description of Bellevue Place.
|
Exhibit “B”
|
Site Plan of Bellevue Place.
|
Exhibit “C”
|
Floor Plan of the Leased Premises
|
Exhibit “D”
|
Tenant Design & Construction Manual.
|
Exhibit “E”
|
Rules and Regulations
|
Exhibit “F”
|
Bellevue Place Transportation Management Agreement.
|
Exhibit “G”
|
Form of Tenant Estoppel Certificate.
|
Exhibit “H”
|
Form of Subordination Agreement to Reciprocal Easement Agreement.
|
Tenant Design & Construction Manual 2014
|
1
|
|
|
Tenant Design & Construction Manual 2014
|
1
|
|
Tenant Design & Construction Manual 2014
|
2
|
|
Contents
|
|
|
|
|
|
ARTICLE I: Building Description
|
5
|
|
|||
|
Section 1.01: Design Concept
|
5
|
|
||
|
Section 1.02: Construction Type
|
6
|
|
||
|
Section 1.03: Vicinity Map, Site Plan
|
7
|
|
||
Article II: Directory Of Landlords Representatives, Consultants, And Government Agencies
|
8
|
|
|||
|
A. Landlord’s Representatives
|
8
|
|
||
|
B. Government Agencies
|
9
|
|
||
|
C. Utility Services
|
9
|
|
||
Article III: Tenant Improvement Design And Landlord Approval Process
|
10
|
|
|||
|
Section 3.01: Description of Tenant’s Additional Improvements and Design Criteria
|
10
|
|
||
|
|
Method of Measuring Tenant Spaces
|
10
|
|
|
|
Section 3.02: Design Criteria
|
11
|
|
||
|
Section 3.03: Standard Specifications
|
12
|
|
||
|
|
Shell Perimeter Walls, Corridor Walls, Demising Partitions, and Ceilings
|
12
|
|
|
|
|
|
Perimeter Walls
|
12
|
|
|
|
|
Corridor Walls
|
12
|
|
|
|
|
Demising Partitions
|
12
|
|
|
|
|
Standard Partitions
|
12
|
|
|
|
|
Column/finish Treatment
|
12
|
|
|
|
|
Ceiling
|
13
|
|
|
|
Doors, Frames and Hardware
|
13
|
|
|
|
|
Paint
|
13
|
|
|
|
|
Flooring
|
13
|
|
|
|
|
Penetrations, Welding and Hot Work
|
14
|
|
|
|
|
Waterproofing
|
14
|
|
|
|
|
Plumbing
|
14
|
|
|
|
|
Mechanical
|
15
|
|
|
|
|
Electrical
|
18
|
|
|
|
|
Structural and Roof
|
20
|
|
|
|
|
Fire/Life Safety, Fire Sprinklers and Testing
|
20
|
|
|
|
|
Communication System
|
21
|
|
|
|
|
Satellite Dish
|
21
|
|
|
|
Section 3.04: Existing Building Conditions
|
21
|
|
||
|
Section 3.05: Design Submittal Requirements
|
22
|
|
||
|
|
A. Preliminary Submittal
|
22
|
|
|
|
|
B. Final Submittal
|
22
|
|
|
|
|
Permits
|
23
|
|
|
|
|
Mechanical/Electrical Schedule
|
24
|
|
|
|
|
Start-up and air balance request
|
25
|
|
Tenant Design & Construction Manual 2014
|
3
|
|
Article IV: CONSTRUCTION PHASE
|
26
|
|
|||
|
Section 4.01: Construction Agreement
|
26
|
|
||
|
Section 4.02: Preconstruction Meeting
|
26
|
|
||
|
|
Construction Contract and Schedule of Values
|
26
|
|
|
|
|
Bonds
|
26
|
|
|
|
|
Certificate of Insurance
|
27
|
|
|
|
|
Acceptance of Leased Premises
|
27
|
|
|
|
|
Construction Schedule
|
27
|
|
|
|
|
Building Permit
|
27
|
|
|
|
|
Subcontractor List
|
27
|
|
|
|
|
Construction Deposit
|
27
|
|
|
|
|
Signed Lease and Delivery of Security Deposit
|
27
|
|
|
|
Section 4.03: Tenant Contractor Rules and Regulations
|
27
|
|
||
|
|
General Contractor Responsibility
|
28
|
|
|
|
|
Superintendent
|
28
|
|
|
|
|
Subcontractors
|
28
|
|
|
|
|
Excessive Noise and Odors
|
28
|
|
|
|
|
Smoking
|
28
|
|
|
|
|
Damage
|
28
|
|
|
|
|
Storage
|
28
|
|
|
|
|
Trash and Dumpsters
|
28
|
|
|
|
|
Dust and Dirt
|
28
|
|
|
|
|
Delivery and Parking
|
28
|
|
|
|
|
Working Hours
|
28
|
|
|
|
|
Contractor Signage
|
29
|
|
|
|
|
Construction Barricade
|
29
|
|
|
|
Section 4.04: Demolition
|
29
|
|
||
|
Section 4.05: Penetrations, Welding and Hot Work
|
29
|
|
||
|
Section 4.06: Fire Pre-Test/Final Test Procedures
|
29
|
|
||
|
Section 4.07: Stopping the Work
|
30
|
|
||
|
Section 4.08: Construction Completion and Closeout
|
30
|
|
||
|
Section 4.09: Tenant Improvement Checklist
|
31
|
|
||
Article V: MISCELLANEOUS FORMS
|
32
|
|
|||
|
|
Contractor Rules
|
34
|
|
|
|
|
Pre/Post Demo MEP Inspection Form
|
35
|
|
|
|
|
Emergency Fire Sprinkler Containment Kit Instructions
|
36
|
|
|
|
|
Fire System Sprinkler Drain and Re-fill Procedure
|
37
|
|
|
|
|
Hot Work Permit Sample
|
38
|
|
|
Article VI: TYPICAL DETAILS (11/22/2010)
|
39
|
|
Tenant Design & Construction Manual 2014
|
4
|
|
Tenant Design & Construction Manual 2014
|
5
|
|
Tenant Design & Construction Manual 2014
|
6
|
|
A.
|
Landlord’s Representatives
:
|
Landlord
Bellevue Place Office, LLC
Kemper Development Company
575 Bellevue Square
Bellevue, Washington 98004
Sr. VP of Design & Construction - Daniel P. Meyers, AIA
Tenant Coordinator/Project Manager - Tony Cook
(425) 646-3660 or tony.cook@kemperdc.com
|
Management Office
Bellevue Place Office Building
10500 NE 8th Street, Suite 215
Bellevue, Washington 98004
VP of Property Management - Phillip Scott
(425) 460-5840 or (206) 861-5770 or Phillip.scott@kemperdc.com
Security - (425) 460-5730
|
Landlord’s Legal Representative
Perkins Coie LLP
0885 NE 4th Street, Suite 700
Bellevue, Washington 98004
Attn: Craig Gilbert
(425) 635-1400 Fax (425) 635-2400
|
Project Architect
Sclater Partners Architects, P.C.
414 Olive Way, Suite 300
Seattle, Washington 98101
Attn: Craig Kasman
(206) 624-8682 Fax (206) 621-8445
|
Space Planner
JPC Architects
909 112th Ave. NE, Suite 206
Bellevue, WA 98004
Attn: Amy Nichols
(425) 641-9200
|
Structural Engineer
Cary Kopczynski & Co.
10500 NE 8th Street, Suite 800
Bellevue, Washington 98004
(425) 455-2144 Fax (425) 455-2091
|
Electrical Contractor
Nelson Electric
9620 Stone Avenue N, Suite 201
Seattle, Washington 98103
(206) 523-4525 Fax (206) 527-9539
|
Fire Protection Contractor
Patriot Fire Protection Inc.
2707 70th Avenue E
Tacoma, Washington 98424
(253) 926-2290 Fax (253) 922-6150
|
Tenant Design & Construction Manual 2014
|
7
|
|
Fire Alarm Contractor
SimplexGrinnell
9520 10th Avenue S, Suite 100
Seattle, WA 98108
(206) 291-1400 Fax (206) 291-1500
|
Mechanical Engineer & Contractor
MacDonald Miller Facility Solutions
7717 Detroit Avenue SW
Seattle, Washington 98106
Attn: Jon Sigmund
(206) 768-4222 Fax (206) 768-4223
|
Roofing Contractor
Snyder Roofing
20203 Broadway Avenue
Snohomish, Washington 98296
(425) 402-1848
|
B.
|
Government Agencies:
|
Building Department
City of Bellevue - Design and Development
P.O. Box 90012
Bellevue, Washington 98009
(425) 452-6864
|
Fire Department
Bellevue Fire Prevention Bureau
766 Bellevue Way S.E.
Bellevue, Washington 98004
(425) 452-6872
|
C.
|
Utility Services:
|
Water
Water and Sewer Utilities City of Bellevue
P.O. Box 90012
Bellevue, Washington 98009
(425) 455-6864
|
Electricity
Puget Sound Energy
10608 NE Fourth Street
Bellevue, Washington 98004
New Services
(425) 455-5120
|
Telephone
CenturyLink
Business Services
(800) 603-6000
|
Tenant Design & Construction Manual 2014
|
8
|
|
Tenant Design & Construction Manual 2014
|
9
|
|
-
|
Schematic Phase (Space plan)
|
-
|
Construction Document Phase (Working drawings)
|
•
|
Dimensions of all walls, openings and other space planning features
|
•
|
Reflected ceiling plan; locating the ceiling grid and light fixtures
|
•
|
Power and telephone plan; including specific requirements for computers and other dedicated circuits
|
•
|
Location and dimensions of all slab penetrations
|
•
|
HVAC modifications/requirements
|
•
|
Plumbing modifications/requirements
|
•
|
Number of personnel to occupy the space
|
•
|
Number, size and relationship of private offices
|
•
|
Conference room requirements
|
•
|
Reception area requirements
|
•
|
Storage and office support requirements
|
•
|
Equipment needs
|
Tenant Design & Construction Manual 2014
|
10
|
|
Tenant Design & Construction Manual 2014
|
11
|
|
Tenant Design & Construction Manual 2014
|
12
|
|
•
|
Protection screens to isolate the area from slashes and sparks
|
•
|
Flashback arrestor fitted to the inlet connection of the welding and cutting blowpipes
|
•
|
Fire extinguishers
|
•
|
Fire Watch by outside vendor or Bellevue Place Security
|
•
|
Pre-installation meeting of all parties associated with waterproofing.
|
•
|
Periodic part time inspection with a minimum of three site visits a week.
|
•
|
Review the start and end of all required water tests.
|
Tenant Design & Construction Manual 2014
|
13
|
|
·
|
Verify design criteria based on original design, ventilation ratios, and load calculations.
|
·
|
Inspect the existing space and compare the as-built records to the current conditions and notify Landlord of discrepancies. Landlord will make a determination of further work based on observations.
|
·
|
Removal of all existing fan coil units where there aren’t 24 hour cooling requirements, including all ductwork and piping. All removed equipment must be returned to Landlord.
|
·
|
When removing CWFC (fan coil units), the chilled water and condensate pipes must be removed back to the closest “T”. Valves with caps should be provided for future use if not already existing.
|
·
|
Re-balance all VAV zones in the remodeled space, regardless if diffuser modifications where made.
|
·
|
Verify all VAV bottom service access panels are accessible for future use.
|
Tenant Design & Construction Manual 2014
|
14
|
|
Tenant Design & Construction Manual 2014
|
15
|
|
•
|
Occupant Density - Densities will be based on 1 person for every 265 square feet.
|
•
|
Lighting Loads - Loads will be coordinated with the electrical engineer. Lighting loads will be in the approximate range of 0.5 to 2.0 watts per square foot depending on the space usage.
|
•
|
Miscellaneous Equipment Loads - Loads will be in the approximate range of 0.5 to 5.0 watts per square foot depending on use.
|
·
|
Conference rooms with 6 or more people
|
·
|
Training rooms
|
·
|
Corner offices
|
Tenant Design & Construction Manual 2014
|
16
|
|
Tenant Design & Construction Manual 2014
|
17
|
|
Tenant Design & Construction Manual 2014
|
18
|
|
Tenant Design & Construction Manual 2014
|
19
|
|
Tenant Design & Construction Manual 2014
|
20
|
|
Tenant Design & Construction Manual 2014
|
21
|
|
Tenant Design & Construction Manual 2014
|
22
|
|
Prepared by:
|
|
||||
|
|
|
|
|
|
Mechanical
|
|
Phone
|
|
Date
|
|
|
|
|
|
|
|
Electrical
|
|
Phone
|
|
Date
|
|
Water closets
|
|
Total fixture units
|
|
Grease waste fixture units
|
|
Lavatories
|
|
Total fixture units
|
|
Sanitary waste fixture units
|
|
Sinks
|
|
Total fixture units
|
|
Vent Fixture Units
|
|
Water fountains
|
|
Total fixture units
|
|
|
|
Other
|
|
|
|
|
|
|
Total fixture units
|
|
|
|
|
|
Total fixture units
|
|
|
|
|
|
Total fixture units
|
|
|
|
Tenant Design & Construction Manual 2014
|
23
|
|
1.
|
Tenant Name
|
|
Space#
|
|
|
|
|
|
|
|
|
2.
|
Contractor Contace
|
|
Phone
|
|
|
|
|
|
|
|
|
3.
|
Mech. Contractor Contact
|
|
Phone
|
|
|
|
|
|
|
|
|
4.
|
Elec. Contractor Contact
|
|
Phone
|
|
|
|
|
|
|
|
|
5.
|
Electrical Yes No Remarks
|
|
|
|
|
|
AC or FCU/CU Unit numbers
|
|
|||
|
Disconnects mounted?
|
|
|||
|
Power to the disconnects?
|
|
|||
|
Voltage to the disconnects correct?
|
|
|||
|
Correct size wire to the unit?
|
|
|||
|
Proper size fuses installed?
|
|
|||
|
Thermostat mounted and wired?
|
|
|||
|
Duct heaters disconnects/fuses installed?
|
|
|||
|
|
|
|||
6.
|
Sheet Metal Yes No Remarks
|
|
|||
|
Mech. design review passed?
|
|
|||
|
Duct work complete?
|
|
|||
|
Diffusers in?
|
|
|||
|
Damper installed for each supply grill?
|
|
|||
|
Return air system installed?
|
|
|||
|
Restroom exhaust installed?
|
|
Date
|
|
Signed
|
|
|
|
|
Contractor
|
Start-up Remarks (for Landlord’s use)
|
|
|
|
|
|
|
|
|
|
Tenant Design & Construction Manual 2014
|
24
|
|
•
|
Roofing, flashing, counter-flashing, roof penetrations, roof repairs and curbs
|
•
|
Automatic Fire Sprinkler System including engineering
|
•
|
Low voltage control wiring between the energy management system and Tenant’s HVAC equipment
|
•
|
Installation of HVAC equipment and mechanical work outside of the Leased Premises
|
•
|
Start-up, testing, and air balance of HVAC equipment
|
•
|
Connection to building fire alarm system and building house panels
|
•
|
Electrical rooftop work
|
Tenant Design & Construction Manual 2014
|
25
|
|
Tenant Design & Construction Manual 2014
|
26
|
|
Tenant Design & Construction Manual 2014
|
27
|
|
Tenant Design & Construction Manual 2014
|
28
|
|
•
|
Lease signed
|
•
|
Security Deposit received
|
•
|
Preliminary Submittal
|
•
|
Landlord Approval
|
•
|
Final Submittal
|
•
|
Mechanical Approval
|
•
|
Electrical Approval
|
•
|
Copy of Building Permit
|
•
|
Construction Contract, including Schedule of Values
|
•
|
Certificate of Insurance
|
•
|
Payment Bond
|
•
|
Performance Bond
|
•
|
Construction Schedule
|
•
|
Construction Deposit
|
•
|
Subcontractor List
|
•
|
Copy of signed Permit Inspection Record from the City of Bellevue
|
•
|
Certificate of Substantial Completion
|
•
|
Completed Punch List signed off by Landlord
|
•
|
As-Built drawings (AutoCAD and PDF format) to Landlord
|
•
|
Waterproofing Certificate/Warranty
|
Tenant Design & Construction Manual 2014
|
29
|
|
Tenant Design & Construction Manual 2014
|
30
|
|
Tenant Space No:
|
|
Tenant;
|
|
|
General Contractor:
|
|
|||
Signature:
|
|
|||
Print Name:
|
|
|||
Email Address:
|
|
|||
Cell Phone Number:
|
|
Tenant Design & Construction Manual 2014
|
31
|
|
Tenant Design & Construction Manual 2014
|
32
|
|
Tenant Design & Construction Manual 2014
|
33
|
|
•
|
One (1) red, 55 gal. Rubbermaid can
|
•
|
One (1) 100 foot roll of a poly-tube
|
•
|
One (1) roll of Gorilla Tape
|
•
|
One (1) roll of galvanized wire
|
•
|
One (1) carpenters knife
|
Tenant Design & Construction Manual 2014
|
34
|
|
* = RED TAG impairment tagging system
(FM Global)
|
Tenant Design & Construction Manual 2014
|
35
|
|
Tenant Design & Construction Manual 2014
|
36
|
|
Tenant Design & Construction Manual 2014
|
37
|
|
C-5
|
ADA CLOSET ROD & SHELF
|
|
|
D-1
|
SUSPENDED CEILING SUPPORT
|
D-2
|
CEILING PARIMETER DETAIL
|
|
|
E-1
|
CARPET/VCT TRANSITION DETAIL
|
E-2
|
CARPET/WOOD TRANSITION DETAIL
|
E-3
|
CARPET/VINYL TRANSITION DETAIL
|
E-4
|
CARPET/STONE TRANSITION DETAIL
|
Tenant Design & Construction Manual 2014
|
38
|
Project Occupancy
|
Employee Vehicles
Parked
|
Peak Hour
Outbound Employee
Vehicle Trips (PM)
|
0 to 49% Occupancy
|
(no targets)
|
(no targets)
|
50.0 to 54.9%
|
783
|
597
|
55.0 to 59.9%
|
829
|
632
|
60.0 to 64.9%
|
873
|
666
|
65.0 to 69.9%
|
918
|
700
|
70.0 to 74.9%
|
962
|
734
|
75.0 to 79.9%
|
1003
|
765
|
80.0 to 84.9%
|
1044
|
797
|
85.0 to 89.9%
|
1083
|
826
|
90.0 to 94.9%
|
1117
|
852
|
95.0 to 100% (full Occupancy)
|
1117
|
852
|
1st Year (or portion of)
|
$42/p.m. peak hour outbound trip
|
2nd Year
|
$37
|
3rd Year
|
$32
|
4th Year
|
$28
|
5th Year & Beyond
|
$24
|
By
|
|
|
Name:
|
|
|
Its:
|
|
|
|
|
|
By
|
|
|
Name:
|
|
|
Its:
|
|
TENANT:
|
|
|
|
SMARTSHEET, INC.,
|
|
a Washington corporation
|
|
|
|
|
|
By
|
|
Name:
|
|
Its:
|
|
STATE OF WASHINGTON
|
)
|
|
) ss.
|
COUNTY OF KING
|
)
|
|
|
|||
|
Type Notary Name:
|
|
||
(SEAL)
|
Notary Public in and for the State of
|
|
|
|
|
Washington, residing at
|
|
||
|
My commission expires
|
|
.
|
1.
|
BASIC LEASE DATA, TERMS AND EXHIBITS.
|
1.1
|
Landlord
: Bellevue Place Office, LLC, a Washington limited liability company.
|
1.2
|
Address of Landlord
: P. O. Box 4186, Bellevue, Washington 98009.
|
1.3
|
Tenant
: Smartsheet Inc., a Washington corporation.
|
1.4
|
Principal Business Address of Tenant
: 10500 NE 8
th
Street, Suite 1300,
|
1.5
|
Tenant's Permitted Trade Name
: Smartsheet
|
1.6
|
Leased Premises
: That portion of the second (2nd) floor of the Bank of America Building; as and where shown on Exhibit "C" attached hereto.
|
1.7
|
Rentable Area of the Leased Premises
:
|
1.8
|
Breakdown of Rentable Area at Bellevue Place
:
|
1.9
|
Tenant's Share
:
|
1.10
|
Rent
:
|
1.11
|
Lease Term
: Sixty (60) calendar months, plus that portion of a calendar month necessary, if at all, for the Expiration Date to occur on the last day of such calendar month.
|
1.12
|
Commencement Date
:
|
1.13
|
Expiration Date
: Sixty (60) months following the Commencement Date, subject to a five (5) year option to extend the Lease.
|
1.14
|
Security Deposit
: Upon execution of this Lease, Tenant shall pay Landlord Seven Thousand Two Hundred Five and 79/100 Dollars ($7,205.79), of which Three Thousand Four Hundred Forty-four and 69/100 Dollars ($3,444.69) of which shall be applied to Rent and Additional Rent due for the first (1
st
) month of the Lease Term, and Three Thousand Seven Hundred Sixty-one and 10/100 Dollars ($3,761.10) representing Rent and Additional Rent due for the last month of the Lease Term, shall be held as a security deposit.
|
1.15
|
Deadline for Submission to Landlord of Premises Plans for Premises Improvements
. November 8, 2017.
|
1.16
|
Contingency
: THIS LEASE IS CONTINGENT UPON ITS ACCEPTANCE AND APPROVAL BY LANDLORD'S LENDERS. If this Lease is acceptable to Landlord's lenders, this contingency will be waived by Landlord.
|
1.17
|
Project Architect
: JPC Architects, or as otherwise designated by Landlord.
|
1.18
|
Exhibits Incorporated by Reference
:
|
Exhibit "A" -
|
Legal Description of Bellevue Place.
|
Exhibit "B" -
|
Site Plan of Bellevue Place.
|
Exhibit "C" -
|
Floor Plan of the Leased Premises.
|
Exhibit "D" -
|
Tenant Design & Construction Manual (including Base Building Finish Condition).
|
Exhibit "E" -
|
Rules and Regulations.
|
Exhibit "F" -
|
Bellevue Place Transportation Management Agreement.
|
Exhibit "G" -
|
Form of Tenant Estoppel Certificate.
|
Exhibit "H" -
|
Form of Subordination Agreement to Reciprocal Easement Agreement.
|
2.
|
PREMISES.
|
2.1
|
Generally.
|
2.2
|
Reserved to Landlord.
|
3.
|
LEASE TERM.
|
3.1
|
Generally.
|
3.2
|
Termination.
|
3.3
|
Holding Over.
|
3.4.
|
Option to Extend Lease Term.
|
4.
|
COMMENCEMENT AND EXPIRATION DATES; LEASE YEAR.
|
4.1
|
Commencement Date.
|
4.2
|
Expiration Date.
|
4.3
|
Confirmation of Commencement and Expiration.
|
4.4
|
Lease Year.
|
5.
|
RENT.
|
6.
|
ADDITIONAL RENT.
|
6.1
|
Generally.
|
6.2
|
Definitions.
|
6.3
|
Payment
.
|
6.4
|
Nonpayment.
|
6.5
|
Future Development of Bellevue Place.
|
6.6
|
Disputes Relating to Additional Rent.
|
7.
|
LATE CHARGES.
|
8.
|
SECURITY DEPOSIT.
|
9.
|
USES.
|
9.1
|
Permitted Uses.
|
9.2
|
Prohibited Uses.
|
9.3
|
Compliance with Laws, Rules and Regulations.
|
9.4
|
Hazardous Material.
|
10.
|
SERVICES AND UTILITIES.
|
10.1
|
Standard Services.
|
10.2
|
Interruption of Services.
|
10.3
|
Additional Services.
|
11.
|
IMPROVEMENTS, ALTERATIONS AND ADDITIONS.
|
11.1
|
Premises Improvements.
|
11.2
|
Alterations by Tenant
|
11.3
|
Disability Laws.
|
12.
|
MAINTENANCE OF THE PREMISES.
|
12.1
|
Maintenance and Repair by Tenant.
|
12.2
|
Failure to Maintain.
|
12.3
|
Repair by Landlord.
|
12.4
|
Surrender of Leased Premises.
|
13.
|
ACCEPTANCE OF THE LEASED PREMISES.
|
14.
|
DEFAULT BY LANDLORD.
|
15.
|
ACCESS.
|
15.1
|
Right of Entry.
|
15.2
|
Excavation.
|
16.
|
DAMAGE OR DESTRUCTION.
|
16.1
|
Insured Loss.
|
16.2
|
Uninsured Loss.
|
16.3
|
No Obligation.
|
16.4
|
Partial Destruction of the Bank of America Building.
|
16.5
|
Business Interruption.
|
17.
|
MUTUAL RELEASE AND WAIVER OF SUBROGATION.
|
18.
|
INDEMNITY.
|
18.1
|
Generally.
|
18.2
|
Concurrent Negligence of Landlord and Tenant Relating to Construction, Repair and Maintenance Activities.
|
18.3
|
Waiver of Workers' Compensation Immunity.
|
18.4
|
Provisions Specifically Negotiated.
|
19.
|
INSURANCE.
|
19.1
|
Liability Insurance.
|
19.2
|
Property Insurance.
|
19.3
|
Failure to Maintain.
|
19.4
|
Increase in Insurance Premium.
|
20.
|
ASSIGNMENT AND SUBLEASING.
|
20.1
|
Assignment or Sublease.
|
20.2
|
Assignee Obligations.
|
20.3
|
Sublessee Obligations.
|
20.4
|
Conditional Consents.
|
20.5
|
Attorneys' Fees and Costs.
|
21.
|
ADVERTISING.
|
22.
|
LIENS.
|
23.
|
TENANT'S DEFAULT.
|
23.1
|
Default.
|
23.2
|
Remedies in Default.
|
23.3
|
Legal Expenses.
|
23.4
|
Bankruptcy.
|
23.5
|
Remedies Cumulative - Waiver.
|
24.
|
SUBORDINATION AND ATTORNMENT; MORTGAGEE PROTECTION.
|
24.1
|
Subordination - Notice to Mortgagee.
|
24.2
|
Mortgagee Protection Clause.
|
25.
|
SURRENDER OF POSSESSION.
|
26.
|
REMOVAL OF PROPERTY.
|
27.
|
VOLUNTARY SURRENDER.
|
28.
|
EMINENT DOMAIN.
|
28.1
|
Total Taking.
|
28.2
|
Constructive Taking of Entire Premises.
|
28.3
|
Partial Taking.
|
28.4
|
Damages.
|
29.
|
NOTICES.
|
30.
|
LANDLORD'S LIABILITY.
|
31.
|
TENANT'S CERTIFICATES.
|
32.
|
RIGHT TO PERFORM.
|
33.
|
AUTHORITY.
|
34.
|
PARKING AND COMMON AREAS.
|
34.1
|
Parking.
|
34.2
|
Common Areas.
|
35.
|
TRANSPORTATION MANAGEMENT PROGRAM.
|
36.
|
QUIET ENJOYMENT.
|
37.
|
GENERAL.
|
37.1
|
Captions.
|
37.2
|
Bellevue Place Rent and Income.
|
37.3
|
Successors or Assigns.
|
37.4
|
Tenant Defined.
|
37.5
|
Lost Security or Access Key Card.
|
37.6
|
Landlord's Consent.
|
37.7
|
Broker's Commission.
|
37.8
|
Partial Invalidity.
|
37.9
|
Recording.
|
37.10
|
Joint Obligation.
|
37.11
|
Time.
|
37.12
|
Prior Agreements.
|
37.13
|
Inability to Perform.
|
37.14
|
Transfer of Landlord's Interest.
|
37.15
|
No Light, Air or View Easement.
|
37.16
|
Reciprocal Easement Agreements.
|
37.17
|
Waiver.
|
37.18
|
Name.
|
37.19
|
Choice of Law - Venue.
|
37.20
|
OFAC Certification.
|
LANDLORD:
|
|
TENANT:
|
|
||||
|
|
|
|
|
|
|
|
BELLEVUE PLACE OFFICE, LLC, a Washington limited liability company
|
|
SMARTSHEET INC., a Washington corporation
|
|
||||
|
|||||||
|
|
|
|
|
|
|
|
|
By:
|
KEMPER DEVELOPMENT
|
|
|
|
|
|
|
|
COMPANY, a Washington
|
|
|
|
|
|
|
|
corporation; Its Manager
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jennifer Ceran
|
|
|
|
|
|
|
|
Jennifer Ceran
|
|
|
|
By:
|
/s/ James E Melby
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Its:
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Chief Financial Officer
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James E. Melby
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Its
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President
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STATE OF WASHINGTON
|
)
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) ss:
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COUNTY OF KING
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)
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/s/ Sonal Collins
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Type Notary Name: Sonal Collins
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Notary Public in and for the State of
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|
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(SEAL)
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Washington, residing at King County
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|
.
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My commission expires 3/26/2020
|
|
.
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STATE OF WASHINGTON,
|
)
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|
) ss:
|
COUNTY OF KING
|
)
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/s/ Tiffany C Granger
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Type Notary Name: Tiffany C Granger
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Notary Public in and for the State of
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|
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(SEAL)
|
Washington, residing at King County
|
|
.
|
|
My commission expires 8/16/2020
|
|
.
|
Exhibit "A"
|
Legal Description of Bellevue Place.
|
Exhibit "B"
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Site Plan of Bellevue Place.
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Exhibit "C"
|
Floor Plan of the Leased Premises.
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Exhibit "D"
|
Tenant Design & Construction Manual.
|
Exhibit "E"
|
Rules and Regulations.
|
Exhibit "F"
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Bellevue Place Transportation Management Agreement.
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Exhibit "G"
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Form of Tenant Estoppel Certificate.
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Exhibit "H"
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Form of Subordination Agreement to Reciprocal Easement Agreement.
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Tenant Design & Construction Manual 2014
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1
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Tenant Design & Construction Manual 2014
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2
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Tenant Design & Construction Manual 2014
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3
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Contents
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ARTICLE I: Building Description
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5
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Section 1.01: Design Concept
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5
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Section 1.02: Construction Type
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6
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Section 1.03: Vicinity Map, Site Plan
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7
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Article II: Directory Of Landlords Representatives, Consultants, And Government Agencies
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8
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A. Landlord’s Representatives
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8
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B. Government Agencies
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9
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C. Utility Services
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9
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Article III: Tenant Improvement Design And Landlord Approval Process
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10
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Section 3.01: Description of Tenant’s Additional Improvements and Design Criteria
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10
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Method of Measuring Tenant Spaces
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10
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Section 3.02: Design Criteria
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11
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Section 3.03: Standard Specifications
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12
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Shell Perimeter Walls, Corridor Walls, Demising Partitions, and Ceilings
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12
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Perimeter Walls
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12
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Corridor Walls
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12
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Demising Partitions
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12
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Standard Partitions
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12
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Column/finish Treatment
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12
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Ceiling
|
13
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Doors, Frames and Hardware
|
13
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Paint
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13
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Flooring
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13
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Penetrations, Welding and Hot Work
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14
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Waterproofing
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14
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Plumbing
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14
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Mechanical
|
15
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Electrical
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18
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Structural and Roof
|
20
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Fire/Life Safety, Fire Sprinklers and Testing
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20
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Communication System
|
21
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Satellite Dish
|
21
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Section 3.04: Existing Building Conditions
|
21
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||
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Section 3.05: Design Submittal Requirements
|
22
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||
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A. Preliminary Submittal
|
22
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B. Final Submittal
|
22
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Permits
|
23
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Mechanical/Electrical Schedule
|
24
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Start-up and air balance request
|
25
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Tenant Design & Construction Manual 2014
|
4
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|
Article IV: CONSTRUCTION PHASE
|
26
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Section 4.01: Construction Agreement
|
26
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||
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Section 4.02: Preconstruction Meeting
|
26
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||
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Construction Contract and Schedule of Values
|
26
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Bonds
|
26
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Certificate of Insurance
|
27
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Acceptance of Leased Premises
|
27
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Construction Schedule
|
27
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Building Permit
|
27
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Subcontractor List
|
27
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Construction Deposit
|
27
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Signed Lease and Delivery of Security Deposit
|
27
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Section 4.03: Tenant Contractor Rules and Regulations
|
27
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||
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General Contractor Responsibility
|
28
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Superintendent
|
28
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Subcontractors
|
28
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Excessive Noise and Odors
|
28
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Smoking
|
28
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Damage
|
28
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Storage
|
28
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Trash and Dumpsters
|
28
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Dust and Dirt
|
28
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Delivery and Parking
|
28
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Working Hours
|
28
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Contractor Signage
|
29
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Construction Barricade
|
29
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|
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Section 4.04: Demolition
|
29
|
|
||
|
Section 4.05: Penetrations, Welding and Hot Work
|
29
|
|
||
|
Section 4.06: Fire Pre-Test/Final Test Procedures
|
29
|
|
||
|
Section 4.07: Stopping the Work
|
30
|
|
||
|
Section 4.08: Construction Completion and Closeout
|
30
|
|
||
|
Section 4.09: Tenant Improvement Checklist
|
31
|
|
||
Article V: MISCELLANEOUS FORMS
|
32
|
|
|||
|
|
Contractor Rules
|
34
|
|
|
|
|
Pre/Post Demo MEP Inspection Form
|
35
|
|
|
|
|
Emergency Fire Sprinkler Containment Kit Instructions
|
36
|
|
|
|
|
Fire System Sprinkler Drain and Re-fill Procedure
|
37
|
|
|
|
|
Hot Work Permit Sample
|
38
|
|
|
Article VI: TYPICAL DETAILS (11/22/2010)
|
39
|
|
Tenant Design & Construction Manual 2014
|
5
|
|
Tenant Design & Construction Manual 2014
|
6
|
|
Tenant Design & Construction Manual 2014
|
7
|
|
A.
|
Landlord’s Representatives
:
|
Landlord
Bellevue Place Office, LLC
Kemper Development Company
575 Bellevue Square
Bellevue, Washington 98004
Sr. VP of Design & Construction - Daniel P. Meyers, AIA
Tenant Coordinator/Project Manager - Tony Cook
(425) 646-3660 or tony.cook@kemperdc.com
|
Management Office
Bellevue Place Office Building
10500 NE 8th Street, Suite 215
Bellevue, Washington 98004
VP of Property Management - Phillip Scott
(425) 460-5840 or (206) 861-5770 or Phillip.scott@kemperdc.com
Security - (425) 460-5730
|
Landlord’s Legal Representative
Perkins Coie LLP
0885 NE 4th Street, Suite 700
Bellevue, Washington 98004
Attn: Craig Gilbert
(425) 635-1400 Fax (425) 635-2400
|
Project Architect
Sclater Partners Architects, P.C.
414 Olive Way, Suite 300
Seattle, Washington 98101
Attn: Craig Kasman
(206) 624-8682 Fax (206) 621-8445
|
Space Planner
JPC Architects
909 112th Ave. NE, Suite 206
Bellevue, WA 98004
Attn: Amy Nichols
(425) 641-9200
|
Structural Engineer
Cary Kopczynski & Co.
10500 NE 8th Street, Suite 800
Bellevue, Washington 98004
(425) 455-2144 Fax (425) 455-2091
|
Electrical Contractor
Nelson Electric
9620 Stone Avenue N, Suite 201
Seattle, Washington 98103
(206) 523-4525 Fax (206) 527-9539
|
Fire Protection Contractor
Patriot Fire Protection Inc.
2707 70th Avenue E
Tacoma, Washington 98424
(253) 926-2290 Fax (253) 922-6150
|
Tenant Design & Construction Manual 2014
|
8
|
|
Fire Alarm Contractor
SimplexGrinnell
9520 10th Avenue S, Suite 100
Seattle, WA 98108
(206) 291-1400 Fax (206) 291-1500
|
Mechanical Engineer & Contractor
MacDonald Miller Facility Solutions
7717 Detroit Avenue SW
Seattle, Washington 98106
Attn: Jon Sigmund
(206) 768-4222 Fax (206) 768-4223
|
Roofing Contractor
Snyder Roofing
20203 Broadway Avenue
Snohomish, Washington 98296
(425) 402-1848
|
B.
|
Government Agencies:
|
Building Department
City of Bellevue - Design and Development
P.O. Box 90012
Bellevue, Washington 98009
(425) 452-6864
|
Fire Department
Bellevue Fire Prevention Bureau
766 Bellevue Way S.E.
Bellevue, Washington 98004
(425) 452-6872
|
C.
|
Utility Services:
|
Water
Water and Sewer Utilities City of Bellevue
P.O. Box 90012
Bellevue, Washington 98009
(425) 455-6864
|
Electricity
Puget Sound Energy
10608 NE Fourth Street
Bellevue, Washington 98004
New Services
(425) 455-5120
|
Telephone
CenturyLink
Business Services
(800) 603-6000
|
Tenant Design & Construction Manual 2014
|
9
|
|
Tenant Design & Construction Manual 2014
|
10
|
|
-
|
Schematic Phase (Space plan)
|
-
|
Construction Document Phase (Working drawings)
|
•
|
Dimensions of all walls, openings and other space planning features
|
•
|
Reflected ceiling plan; locating the ceiling grid and light fixtures
|
•
|
Power and telephone plan; including specific requirements for computers and other dedicated circuits
|
•
|
Location and dimensions of all slab penetrations
|
•
|
HVAC modifications/requirements
|
•
|
Plumbing modifications/requirements
|
•
|
Number of personnel to occupy the space
|
•
|
Number, size and relationship of private offices
|
•
|
Conference room requirements
|
•
|
Reception area requirements
|
•
|
Storage and office support requirements
|
•
|
Equipment needs
|
Tenant Design & Construction Manual 2014
|
11
|
|
Tenant Design & Construction Manual 2014
|
12
|
|
Tenant Design & Construction Manual 2014
|
13
|
|
•
|
Protection screens to isolate the area from slashes and sparks
|
•
|
Flashback arrestor fitted to the inlet connection of the welding and cutting blowpipes
|
•
|
Fire extinguishers
|
•
|
Fire Watch by outside vendor or Bellevue Place Security
|
•
|
Pre-installation meeting of all parties associated with waterproofing.
|
•
|
Periodic part time inspection with a minimum of three site visits a week.
|
•
|
Review the start and end of all required water tests.
|
Tenant Design & Construction Manual 2014
|
14
|
|
·
|
Verify design criteria based on original design, ventilation ratios, and load calculations.
|
·
|
Inspect the existing space and compare the as-built records to the current conditions and notify Landlord of discrepancies. Landlord will make a determination of further work based on observations.
|
·
|
Removal of all existing fan coil units where there aren’t 24 hour cooling requirements, including all ductwork and piping. All removed equipment must be returned to Landlord.
|
·
|
When removing CWFC (fan coil units), the chilled water and condensate pipes must be removed back to the closest “T”. Valves with caps should be provided for future use if not already existing.
|
·
|
Re-balance all VAV zones in the remodeled space, regardless if diffuser modifications where made.
|
·
|
Verify all VAV bottom service access panels are accessible for future use.
|
Tenant Design & Construction Manual 2014
|
15
|
|
Tenant Design & Construction Manual 2014
|
16
|
|
•
|
Occupant Density - Densities will be based on 1 person for every 265 square feet.
|
•
|
Lighting Loads - Loads will be coordinated with the electrical engineer. Lighting loads will be in the approximate range of 0.5 to 2.0 watts per square foot depending on the space usage.
|
•
|
Miscellaneous Equipment Loads - Loads will be in the approximate range of 0.5 to 5.0 watts per square foot depending on use.
|
·
|
Conference rooms with 6 or more people
|
·
|
Training rooms
|
·
|
Corner offices
|
Tenant Design & Construction Manual 2014
|
17
|
|
Tenant Design & Construction Manual 2014
|
18
|
|
Tenant Design & Construction Manual 2014
|
19
|
|
Tenant Design & Construction Manual 2014
|
20
|
|
Tenant Design & Construction Manual 2014
|
21
|
|
Tenant Design & Construction Manual 2014
|
22
|
|
Tenant Design & Construction Manual 2014
|
23
|
|
Prepared by:
|
|
||||
|
|
|
|
|
|
Mechanical
|
|
Phone
|
|
Date
|
|
|
|
|
|
|
|
Electrical
|
|
Phone
|
|
Date
|
|
Water closets
|
|
Total fixture units
|
|
Grease waste fixture units
|
|
Lavatories
|
|
Total fixture units
|
|
Sanitary waste fixture units
|
|
Sinks
|
|
Total fixture units
|
|
Vent Fixture Units
|
|
Water fountains
|
|
Total fixture units
|
|
|
|
Other
|
|
|
|
|
|
|
Total fixture units
|
|
|
|
|
|
Total fixture units
|
|
|
|
|
|
Total fixture units
|
|
|
|
Tenant Design & Construction Manual 2014
|
24
|
|
1.
|
Tenant Name
|
|
Space#
|
|
|
|
|
|
|
|
|
2.
|
Contractor Contace
|
|
Phone
|
|
|
|
|
|
|
|
|
3.
|
Mech. Contractor Contact
|
|
Phone
|
|
|
|
|
|
|
|
|
4.
|
Elec. Contractor Contact
|
|
Phone
|
|
|
|
|
|
|
|
|
5.
|
Electrical Yes No Remarks
|
|
|
|
|
|
AC or FCU/CU Unit numbers
|
|
|||
|
Disconnects mounted?
|
|
|||
|
Power to the disconnects?
|
|
|||
|
Voltage to the disconnects correct?
|
|
|||
|
Correct size wire to the unit?
|
|
|||
|
Proper size fuses installed?
|
|
|||
|
Thermostat mounted and wired?
|
|
|||
|
Duct heaters disconnects/fuses installed?
|
|
|||
|
|
|
|||
6.
|
Sheet Metal Yes No Remarks
|
|
|||
|
Mech. design review passed?
|
|
|||
|
Duct work complete?
|
|
|||
|
Diffusers in?
|
|
|||
|
Damper installed for each supply grill?
|
|
|||
|
Return air system installed?
|
|
|||
|
Restroom exhaust installed?
|
|
Date
|
|
Signed
|
|
|
|
|
Contractor
|
Start-up Remarks (for Landlord’s use)
|
|
|
|
|
|
|
|
|
|
Tenant Design & Construction Manual 2014
|
25
|
|
•
|
Roofing, flashing, counter-flashing, roof penetrations, roof repairs and curbs
|
•
|
Automatic Fire Sprinkler System including engineering
|
•
|
Low voltage control wiring between the energy management system and Tenant’s HVAC equipment
|
•
|
Installation of HVAC equipment and mechanical work outside of the Leased Premises
|
•
|
Start-up, testing, and air balance of HVAC equipment
|
•
|
Connection to building fire alarm system and building house panels
|
•
|
Electrical rooftop work
|
Tenant Design & Construction Manual 2014
|
26
|
|
Tenant Design & Construction Manual 2014
|
27
|
|
Tenant Design & Construction Manual 2014
|
28
|
|
Tenant Design & Construction Manual 2014
|
29
|
|
•
|
Lease signed
|
•
|
Security Deposit received
|
•
|
Preliminary Submittal
|
•
|
Landlord Approval
|
•
|
Final Submittal
|
•
|
Mechanical Approval
|
•
|
Electrical Approval
|
•
|
Copy of Building Permit
|
•
|
Construction Contract, including Schedule of Values
|
•
|
Certificate of Insurance
|
•
|
Payment Bond
|
•
|
Performance Bond
|
•
|
Construction Schedule
|
•
|
Construction Deposit
|
•
|
Subcontractor List
|
•
|
Copy of signed Permit Inspection Record from the City of Bellevue
|
•
|
Certificate of Substantial Completion
|
•
|
Completed Punch List signed off by Landlord
|
•
|
As-Built drawings (AutoCAD and PDF format) to Landlord
|
•
|
Waterproofing Certificate/Warranty
|
Tenant Design & Construction Manual 2014
|
30
|
|
Tenant Design & Construction Manual 2014
|
31
|
|
Tenant Space No:
|
|
Tenant;
|
|
|
General Contractor:
|
|
|||
Signature:
|
|
|||
Print Name:
|
|
|||
Email Address:
|
|
|||
Cell Phone Number:
|
|
Tenant Design & Construction Manual 2014
|
32
|
|
Tenant Design & Construction Manual 2014
|
33
|
|
Tenant Design & Construction Manual 2014
|
34
|
|
•
|
One (1) red, 55 gal. Rubbermaid can
|
•
|
One (1) 100 foot roll of a poly-tube
|
•
|
One (1) roll of Gorilla Tape
|
•
|
One (1) roll of galvanized wire
|
•
|
One (1) carpenters knife
|
Tenant Design & Construction Manual 2014
|
35
|
|
* = RED TAG impairment tagging system
(FM Global)
|
Tenant Design & Construction Manual 2014
|
36
|
|
Tenant Design & Construction Manual 2014
|
37
|
|
Tenant Design & Construction Manual 2014
|
38
|
|
C-5
|
ADA CLOSET ROD & SHELF
|
|
|
D-1
|
SUSPENDED CEILING SUPPORT
|
D-2
|
CEILING PARIMETER DETAIL
|
|
|
E-1
|
CARPET/VCT TRANSITION DETAIL
|
E-2
|
CARPET/WOOD TRANSITION DETAIL
|
E-3
|
CARPET/VINYL TRANSITION DETAIL
|
E-4
|
CARPET/STONE TRANSITION DETAIL
|
Tenant Design & Construction Manual 2014
|
39
|
Project Occupancy
|
Employee Vehicles
Parked
|
Peak Hour
Outbound Employee Vehicle Trips (PM)
|
|
|
|
0 to 49% Occupancy
|
(no targets)
|
(no targets)
|
50.0 to 54.9%
|
783
|
597
|
55.0 to 59.9%
|
829
|
632
|
60.0 to 64.9%
|
873
|
666
|
65.0 to 69.9%
|
918
|
700
|
70.0 to 74.9%
|
962
|
734
|
75.0 to 79.9%
|
1003
|
765
|
80.0 to 84.9%
|
1044
|
797
|
85.0 to 89.9%
|
1083
|
826
|
90.0 to 94.9%
|
1117
|
852
|
95.0 to 100% (full Occupancy)
|
1117
|
852
|
1st Year (or portion of)
|
$42/p.m. peak hour outbound trip
|
2nd Year
|
$37
|
3rd Year
|
$32
|
4th Year
|
$28
|
5th Year & Beyond
|
$24
|
Project
Occupancy
|
Maximum Number of
Parking Discounts
|
Maximum Number of
Transit Pass Subsidies
|
0 to 49.9%
|
0
|
0
|
50 to 54.9%
|
72
|
144
|
55 to 59.9%
|
87
|
176
|
60 to 64.9%
|
103
|
207
|
65 to 69.9%
|
119
|
238
|
70 to 74.9%
|
137
|
274
|
75 to 79.9%
|
157
|
315
|
80 to 84.0%
|
175
|
351
|
85 to 89.9%
|
199
|
400
|
90 to 94.9%
|
224
|
450
|
95 to 100% (full)
|
224
|
450
|
By
|
|
|
Name:
|
|
|
Its:
|
|
|
|
|
|
|
|
|
|
|
|
By
|
|
|
Name:
|
|
|
Its:
|
|
TENANT:
|
|
|
|
|
|
SMARTSHEET, INC.,
|
||
a Washington corporation
|
||
|
|
|
By:
|
|
|
Name:
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Its:
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STATE OF WASHINGTON
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)
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) ss:
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COUNTY OF KING
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)
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Type Notary Name:
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Notary Public in and for the State of
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(SEAL)
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Washington, residing at
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My commission expires
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Name of Subsidiary
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Jurisdiction of Incorporation or Organization
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None.
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/s/ PricewaterhouseCoopers LLP
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Seattle, Washington
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March 26, 2018
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