LEASE

Exhibit 10.2

LEASE

BETWEEN

THE BOARD OF REGENTS OF THE UNIVERSITY OF WASHINGTON,

AS LANDLORD

AND

SAFECO INSURANCE COMPANY OF AMERICA,

AS TENANT

LEASE BETWEEN

THE BOARD OF REGENTS OF THE UNIVERSITY OF WASHINGTON,

AS LANDLORD

AND

SAFECO INSURANCE COMPANY OF AMERICA,

AS TENANT

INDEX

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-ii-

EXHIBITS

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LEASE

THIS LEASE is made as of the 27 ^th day of September, 2006, by and between THE BOARD OF REGENTS OF THE UNIVERSITY OF WASHINGTON, an agency of the State of Washington ("Landlord"), and SAFECO INSURANCE COMPANY OF AMERICA, a Washington corporation ("Tenant").

For and in consideration of the mutual promises, covenants and conditions set forth in this Lease, Landlord and Tenant agree as follows:

SECTION I - LEASE DATA AND EXHIBITS

1. Lease Data . The following definitions shall apply for purposes of this Lease, except as otherwise specifically modified herein:

1.1 Premises . The real property that is legally described on Exhibit A attached hereto, as depicted on the site plan attached hereto as Exhibit B , inclusive of Safeco Tower and Buildings O, C and S (the "Office Buildings") and Garages A & B (the "Garage Buildings") (collectively the "Buildings") and other improvements depicted thereon (collectively the "Premises").

1.2 Commencement Date . September 27, 2006.

1.3 Term . Until December 31, 2007.

1.4 Base Rent . Tenant shall pay Base Rent in the following monthly amounts throughout the Term:

(a) Office Buildings : In the monthly amount of $702,003.50 based on a monthly rate of $1.375 per rentable square foot (or an annual rate of $16.50 per rentable square foot) for the Office Building area which the parties agree contains 510,548 rentable square feet.

(b) Garage Buildings : In the monthly amount of $61,795 based on a monthly rate of $85 per stall for the 727 stalls in the Garage Buildings.

1.5 Use . Tenant shall use the Premises only for general business office purposes, parking and other purposes permitted by applicable law.

1.6 Notice Addresses .

1.7 Exhibits . The following exhibits are made a part of this Lease:

SECTION II - PREMISES

2.1 Premises . Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Premises.

SECTION III - TERM

3.1 Term . This Lease shall be for the term specified in Section 1.3 (the "Term"), commencing on the Commencement Date.

SECTION IV - RENT

4.1 Base Rent . Tenant shall pay to Landlord at the address specified in Section 1.6, or at such other entity or address as may be specified by Landlord from time to time, without demand and without setoff or deduction whatsoever, except as permitted in Section 9.3 hereof, as fixed monthly base rent during the Term, the amounts set forth in Section 1.4 ("Base Rent") plus applicable Leasehold Excise Tax (as defined in Section 4.2). Monthly installments of Base Rent are due in advance on or before the first day of each month of the Term. Base Rent for partial months shall be prorated. The Base Rent does not include Leasehold Excise Tax or the Additional Rent payable by Tenant pursuant to this Lease.

4.2 Leasehold Excise Tax . Tenant shall pay to Landlord on the same date and in the same manner that Base Rent is paid, all leasehold excise taxes payable on the Base Rent for the lease of the Premises at the rate established by the State of Washington from time to time ("Leasehold Excise Tax"). The Leasehold Excise Tax payable as of the Commencement Date of this Lease is 12.84% of Base Rent; provided, however, that the amount of Leasehold Excise Tax will be no more than the amount of property tax as provided under RCW 82.29A.120. In the event that there is any change in the amount, manner or method in which Leasehold Excise Tax is determined or paid, Tenant shall pay the Leasehold Excise Tax, as so changed, revised or recalculated.

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4.3 Additional Rent . In addition to Base Rent and applicable Leasehold Excise Tax, all other sums to be paid or reimbursed by Tenant to Landlord, whether or not so designated, are "Additional Rent" for the purposes of this Lease. Unless otherwise specifically provided in this Lease, Tenant shall pay Landlord all Additional Rent within ten (10) business days after demand. As used herein the term "Rent" refers to Base Rent, Leasehold Excise Tax and Additional Rent.

4.4 Tenant’s Contributions to Operating Expenses . In addition to Base Rent Tenant shall pay to Landlord as Additional Rent Tenant’s Share of all "Operating Costs" (as defined in Section 4.4(b) below) incurred in connection with the operation of the Premises, calculated in the manner set forth in this Section. Landlord acknowledges that Tenant will be retaining Grubb & Ellis Company to manage the Premises at Tenant’s expense during the Term; and that Tenant will maintain existing service contracts in place with respect to the Premises at Tenant’s expense during the Term. Accordingly, Operating Costs will not include any of Landlord’s management or administrative fees, expenses, charges or costs, both direct and indirect. Tenant will terminate such management and service contracts at the end of the Term, which obligation shall survive the expiration or termination of this Lease. Tenant agrees to cooperate and to direct Grubb & Ellis Company to cooperate with Landlord in operating and maintaining the Premises during the Term and shall provide such information and copies of reports, invoices and other documentation as Landlord may reasonably request to enable Landlord to perform its obligations under this Lease.

(a) Before Lease commencement and each calendar year commencing thereafter, Landlord will notify Tenant in writing of Landlord’s estimate of Tenant’s Share of the Operating Costs and Miscellaneous Taxes for the current year. Tenant’s Share shall be one hundred percent (100%). Tenant shall pay such estimated amount in advance, in equal monthly installments, without demand and without deduction or offset, on or before the first (1 ^st ) day of each calendar month, with the payment of Base Rent required pursuant to Section 4.1 above. Following the end of each calendar year, Landlord will compute Operating Costs for such year in accordance with Section 4.4(c) based on actual costs and, if Tenant’s Share of the amounts due for such year is greater than the amounts already paid by Tenant pursuant to this Section 4.4, Tenant shall pay Landlord the deficiency within fifteen (15) business days after receiving written notice of such amount from Landlord. If the total amount paid for such year exceeds Tenant’s Share, then if Tenant is not in default hereunder, Landlord shall credit such excess to the payment of Additional Rent which may thereafter become due under this Lease; however, upon the expiration or sooner termination of the Term, if Tenant has otherwise complied with all other terms and conditions of this Lease, Landlord shall refund such excess to Tenant. If at any time during a calendar year Landlord obtains additional information regarding costs or expenses of the Premises, Landlord may at its election adjust the amount of the monthly installments due under this section for the balance of the year to reflect such additional information, by giving Tenant written notice thereof, which notice also shall state the amount of the deficiency, if any, in the prior monthly payments for the calendar year. Tenant shall pay any such deficiency within fifteen (15) business days of its receipt of the notice and shall make the adjusted monthly payments for the remainder of the calendar year.

(b) For purposes of this Lease:

(i) "Operating Costs" means the following expenses, to the extent paid or incurred by Landlord, and not excluded by the terms of Section 4.4, for maintaining, operating and repairing the Premises and dealing with safety and security related thereto, and the personal

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property used in conjunction therewith, including the costs of common refuse collection, recycling, water, sewer, electricity, gas, heat, air conditioning, fuel, light, fire protection, life safety, security systems, equipment, the cost of any capital improvement to the Premises requested by Tenant and not otherwise covered by the terms of this Lease and other utilities; supplies; window washing; snow, garbage, trash and debris removal; services of independent contractors; an allocable share of compensation (including employment taxes and fringe benefits, but excluding bonuses) of all persons who perform duties in connection with the operation, maintenance and repair of the Premises; costs incurred in connection with compliance with legal requirements; insurance premiums and charges for all insurance carried with respect to the Premises and all deductibles with respect thereto up to a maximum deductible of $10,000 per occurrence; "Miscellaneous Taxes" as defined in subsection (ii) below, bond premiums and charges; association fees and dues; the Premises’ share of expenses under easement, cross-easement or like agreements benefiting the Premises; license and permit costs and third party governmental fees and charges, including inspection fees; legal and accounting expenses, and other necessary costs and expenses actually incurred by Landlord in connection with the maintenance, operation and repair of the Premises which under generally accepted accounting principles would be considered an operating expense. However, the following items shall not be included as Operating Costs:

(A) leasing commissions, fees and costs, advertising and promotional expenses and other costs to the extent incurred in procuring tenants;

(B) tenant improvement work for any tenant;

(C) financing costs including interest and principal amortization of debts and costs of obtaining same;

(D) rental on ground leases or other underlying leases;

(E) wages, bonuses and other compensation shall be limited to those employees of Landlord who are directly engaged in the operation, maintenance and repair of the Premises (as opposed to property management and administration) allocated based on the percentage of time each such employee actually devotes to the Premises and employee fringe benefits (other than insurance plans and tax-qualified benefit plans which shall be excluded in their entirety);

(F) any liabilities, costs or expenses associated with or incurred in connection with the removal, enclosure, encapsulation or other handling of asbestos or other Hazardous Substances (unless caused by Tenant during the Term of this Lease);

(G) costs of any items for which Landlord is entitled to be paid or reimbursed by insurance;

(H) increased insurance for which Landlord is entitled to reimbursement from any other tenant, other than as part of Operating Costs;

(I) charges for electricity, water or other utilities and applicable taxes for which Landlord is entitled to reimbursement from any other tenant other than as part of Operating Costs;

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(J) cost of any HVAC or other services provided on an extra cost basis after regular business hours;

(K) cost of any work or services performed for any facility other than the Premises;

(L) any cost representing an amount paid to a person, firm, corporation or other entity related to Landlord that is in excess of the amount which would have been paid in the absence of such relationship;

(M) any cost of painting or decorating any interior parts of the Premises;

(N) Landlord’s general overhead;

(O) attorneys’ fees, accounting fees and other expenditures incurred in connection with negotiations, disputes and claims of tenants or occupants of the Premises;

(P) cost of any alterations, additions, changes, repairs, replacements or other items which, under generally accepted accounting principles, are properly classified as capital expenses, except that such costs as capitalized shall be amortized on a straight-line basis over the useful life of the item in question with the annual amortization to be included as part of Operating Costs;

(Q) late fees or charges incurred by Landlord due to late payment of expenses;

(R) cost of acquiring, securing, cleaning, manufacturing or replacing sculptures, paintings and other art objects;

(S) [Intentionally Deleted];

(T) costs due to Landlord’s violation of any governmental rule or authority (but the costs incurred in maintaining the Premises in compliance with laws are not intended to be excluded by this item (T));

(U) charitable or political contributions;

(V) costs related to public transportation, transit or van pools;

(W) costs of compliance with the ADA;

(X) wages, bonuses and other compensation of employees above the grade of building manager;

(Y) charges for electricity, water, or other utilities, services or goods and applicable taxes for which Tenant or any other tenant, occupant, person or other party is obligated to pay directly to the utility or to reimburse Landlord and which are not payable as part of the general reimbursement of Operating Costs;

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(Z) cost of installing, operating and maintaining any specialty service, such as an observatory, broadcasting facilities, child or daycare, luncheon club or athletic or recreation club;

(AA) cost of any work or services performed for any facility other than the buildings that form part of the Premises;

(BB) costs of relamping all light fixtures in non-public areas of the Premises including, without limitation, labor and materials for light tubes, bulbs, starters, ballasts and their equivalents;

(CC) any cost associated with operating an off-site management office for the Premises;

(DD) cost of any items that, under generally accepted accounting principles, are properly classified as capital expenses, except to the extent Landlord is expressly allowed to recover such costs under this Lease;

(EE) lease payments for rental equipment (other than equipment for which depreciation is properly charged as an expense) that would constitute a capital expenditure if the equipment were purchased;

(FF) cost of the initial stock of tools and equipment for operation, repair and maintenance of the Project;

(GG) taxes on Landlord’s business (such as income, excess profits, franchise, capital stock, estate, inheritance, etc.);

(HH) costs and expenses incurred in connection with contesting, remedying or settling any claimed violation of law or requirements of law;

(II) all other items for which another party compensates or pays (other than as part of Operating Costs) so that Landlord shall not recover any item of cost more than once;

(JJ) flowers, balloons or gifts of any type; and

(KK) any costs related to work performed by Landlord under the terms of Section 8.3 hereof.

(ii) "Miscellaneous Taxes" means all special assessments, business district, local improvement district, utility local improvement district and other payments assessed or levied against the Premises, taxes, fees or other charges assessed by governmental authorities other than Landlord and payable on the use of parking stalls leased as part of the Premises, and all other governmental charges, other than those imposed by Landlord, including,

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but not limited to, any payments to public transit, transportation management plans or carpooling facilities required by any governmental agency which are assessed against the Premises or become payable with respect to the Premises during the Term of this Lease.

(c) Not later than one hundred twenty (120) days after the expiration of each calendar year included in the Term, Landlord shall submit to Tenant a detailed written statement, certified by Landlord containing the amount of actual Operating Costs for such calendar year broken down by component of expenses, the amount paid by Tenant towards the Operating Costs, and the amount, if any, Tenant owes Landlord or the amount Landlord owes Tenant as a refund for such year, as contemplated in Section 4.4(a). Tenant or its audit representatives shall have the right to inspect and audit Landlord’s books and records with respect to this Lease no more than once each calendar year or not more than one (1) year after the end of any calendar year during the Term to verify actual Operating Costs for such calendar year. Tenant’s audit representative shall be designated by Tenant provided that such audit representative shall not be compensated in whole or in part on a contingent basis. The Landlord’s books and records shall be kept on an accrual basis according to generally accepted accounting principles provided that prepaid items will be amortized to match the period in which the service or benefit is received. If Tenant’s audit of the Operating Costs by Tenant’s audit representative reveals an overcharge of more than three percent (3%), Landlord promptly shall reimburse Tenant for the reasonable out-of-pocket cost of the audit. Any overcharge or underpayment of Operating Costs shall be due from one party to the other within thirty (30) days after the amount of the overcharge or underpayment has been fixed. All such reimbursement obligations shall survive expiration or termination of this Lease.

4.5 Interest . Interest shall accrue on any payment due under this Lease which is more than ten (10) days past due at the rate of ten percent (10%) per annum.

SECTION V - CONDUCT OF BUSINESS

5.1 Use of Premises . Tenant shall use the Premises only for the purposes stated in Section 1.5. Tenant shall not use or permit the use of the Premises for any other purpose without Landlord’s express prior written consent.

5.2 Appearance of Premises . Tenant shall maintain the Premises in a clean, orderly and neat fashion and shall neither commit waste nor knowingly permit any waste to be committed thereon. Tenant shall not permit any accumulation of trash or refuse on or about the Premises except in covered containers.

5.3 Unlawful Use . Tenant shall not use or knowingly permit the Premises or any part thereof to be used for any purpose in violation of any municipal, county, state or federal law, ordinance, rule or regulation (collectively "Applicable Laws").

5.4 Liens and Encumbrances . Tenant shall keep the Premises free and clear of all liens and encumbrances arising or growing out of its use and occupancy of the Premises. If any lien is filed against the Project as a result of the action or inaction of Tenant or its employees, agents or contractors, Tenant shall within fifteen (15) business days of Landlord’s demand therefor discharge such lien by payment or post a bond sufficient in amount to cause the lien to be removed of record.

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5.5 Hazardous Substances . Tenant shall not, without Landlord’s prior written consent, keep any substances designated as, or containing components designated as, hazardous, dangerous, toxic, or harmful, and/or subject to regulation under any federal, state, or local law, regulation, or ordinance ("Hazardous Substances") on or about the Premises, except for Hazardous Substances typically used in an office, a commuter parking garage or administrative facility in reasonable quantities and which are stored and used strictly in accordance with all Applicable Laws and manufacturer’s instructions and recommendations. Tenant shall indemnify, defend and hold Landlord harmless with respect to all claims, suits, causes of action, costs, losses, damages, fines and penalties attributable to Tenant’s release of Hazardous Substances in, on, under, about or from the Premises in violation of Applicable Laws during the Term. Tenant’s obligations under this Section 5.5 shall survive expiration or termination of this Lease.

5.6 Signs . Tenant shall be permitted to retain in place all existing signs on the Premises for its use during the Term. Any new signage or modification of existing signage shall be subject to Landlord’s prior written approval, shall be consistent with University sign regulations and shall also comply with all Applicable Laws. Tenant shall remove at its sole cost and expense and in compliance with all Applicable Laws the following signs and repair all damage resulting from the removal thereof: the Safeco sign located on the Building at N.E. 45 ^th Street and 12 ^th N.E.; the Safeco sign located on Buildings next to the I-HOP building; and the Safeco sign face that is located on the stainless steel sign at N.E. 45 ^th Street and Brooklyn Avenue N.E. at or prior to the expiration of the Term. Tenant’s obligations under this Section 5.6 shall survive expiration or termination of this Lease.

SECTION VI - UTILITIES AND OTHER CHARGES

6.1 Utilities . Tenant shall pay prior to delinquency for all electricity, telephone, water, gas, sewer, garbage, fire protection and any other utilities which are supplied to the Premises during the Term that are separately metered or submetered and are not included as part of Operating Costs and shall pay, as part of the Operating Costs, for those utilities that are not separately metered or submetered.

6.2 Licenses and Taxes . Tenant shall be liable for, and shall pay or cause to be paid throughout the Term, all license and excise fees and occupation taxes covering the business conducted by Tenant on the Premises during the Term and all personal property taxes levied with respect to all Tenant’s personal property located at the Premises during the Term.

6.3 Electrical and Telecommunications Wires . Tenant shall comply with all Applicable Laws with respect to all wires, cables and similar installations ("Wires") currently existing or hereinafter installed by Tenant within the Premises.

SECTION VII - DEPOSIT

7.1 Deposit . Intentionally omitted.

SECTION VIII - ALTERATIONS

8.1 Delivery of Premises . The Premises are leased to Tenant in the condition and state of repair existing on the Commencement Date, without representation or warranty of any kind by

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Landlord express or implied, and subject to (i) the existing condition of title, (ii) all Applicable Laws now or hereafter in effect, and (iii) all the covenants, terms and conditions of any and all presently existing agreements affecting the Premises. Landlord has concurrently herewith acquired the real property of which the Premises are a part from Tenant who has heretofore owned, operated and occupied the Premises for many years. Tenant is thoroughly familiar with the physical condition to the Premises and agrees to accept the Premises "AS IS" and in its condition and state of repair on the Commencement Date, and expressly without rec