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EXHIBIT 10.4
OFFICE RENTAL AGREEMENT
THIS Office Rental Agreement is made and entered into as of this 1st
day of May, 1998, by and between, Xxxxxx X. Xxxxx (hereinafter referred to as
Lessor), and InfoSystems Inc. d.b.a. as Lenders Interactive Online Network
(LION), (hereinafter referred to as Lessee).
WITNESSETH:
1. PREMISES. The Lessor does hereby lease to Lessee, and Lessee
does hereby lease from Lessor, those certain premises situated in the City of
Spokane, County of Spokane, State of Washington, described as follows:
Office space shown on Exhibit "A" consisting of approximately 2,000
square feet net rentable area, in the Stonemark Office Building, located at
North 0000 Xxxx Xxxxxx, Xxxxxxx Xxxxxxxxxx 00000.
The Premises are located on the following property:
Xxxx Xxx (0), Xxx (0), Xxxxx (0), Xxxxxx (11), Twelve (12) and Thirteen
(13), Block Twenty-five (25), XXXXXXXX'X ADDITION, all being situated
in the City of Spokane, County of Spokane, State of Washington.
2. TERM. The term of this Lease shall be eight (8) months,
commencing on the 1st day of May, 1998, and terminating on the 31st day of
December, 1998.
3. RENT. The Lessee shall pay the monthly rent in advance and
without notice starting May , 1998 and on the first day of each subsequent
calendar month during the term of this Lease. The monthly rent shall be the sum
of:
$1,750.00 from May 1st, 1998 to July 31st, 1998
$2,000.00 from August 1st, 1998 to October 31st, 1998
$2,500.00 from November 1st, 1998 to December 31st, 1998
In the event the monthly rent is not paid within five (5) days of its
due date, then there shall be due in addition to the monthly rent, a late charge
calculated at ten percent (10%) of the delinquent monthly rent.
4. IMPROVEMENTS. Lessee accepts the premises in their present
condition on an "as is" basis as of the commencement date of this Lease. Lessor
shall not be required to make any improvements whatsoever to the premises.
Lessee shall be responsible for the installation and cost to install all
communication and/or computer equipment, wiring and related expenses and
indemnify the Lessor for any charges therefore.
5. USE. The Lessee will use and occupy said premises for
professional offices and related purposes, and for no other purpose. Lessee
agrees that in the operation of the business to be conducted on said premises
and in any occupancy thereof the Lessee shall comply with all the laws, rules
and regulations of the government of the United States, State of Washington,
County of Spokane, and City of Spokane, and will do nothing volitional to
increase the insurance rates on the building. Lessee agrees not to use any
machinery or equipment in the leased premises which might be injurious to the
building or
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which might cause unreasonable noise or vibration, which would be objectionable
to other tenants. Upon termination of the Lease, Lessee shall quit and surrender
the leased premises in as good a state and condition as reasonable use of wear
and tear thereof will permit, damage by the elements or fire excepted.
6. ALTERATIONS AND FIXTURES. Lessee agrees to make no alterations
of the leased premises without Lessor's written consent. Lessor's written
consent for alterations by Lessee shall not be unreasonably withheld or delayed.
For the purpose of this Lease, alterations shall be defined to mean any addition
or modification of the leased premises. Any alterations to the leased premises
shall be made at Lessee's expense. Alterations shall become the property of
Lessor at the termination of the Lease. Upon termination of the Lease, Lessee
shall have the right to remove all movable improvements, furnishings, and trade
fixtures placed therein by Lessee which can be removed without material injury
to the premises and will repair any damage to the premises occasioned by such
removal.
7. LIABILITY. Lessee agrees to indemnify Lessor against and save
Lessor harmless from all demands or claims, of whatsoever nature, and all
reasonable expenses incurred in or resisting the same, for injury to person,
loss of life, or investigating damage to property occurring on the leased
premises or any common areas of the building either arising out of Lessee's use
and occupancy, or due to the act or neglect of Lessee, its agents or employees.
Lessee shall maintain liability insurance on the premises in an amount not less
than One Million and no/100 Dollars ($1,000,000.00), single limit liability.
8. SUBLETTING AND ASSIGNMENTS. Lessee shall not sublet all or any
portion of the space leased pursuant to this Office Rental Agreement.
9. WAIVER OF SUBROGATION. Lessor and Lessee each mutually release
the other from every right, claim, and demand which may hereafter arise in favor
of either arising out of or in connection with any loss occasioned by fire and
such other perils as are included in the provisions of the normal extended
coverage clause of fire insurance policies, and do hereby waive all rights of
subrogation in favor of insurance carriers arising out of any such losses and
sustained by either the Lessor or the Lessee in or to the premises or any
property therein. Lessee shall insure its furniture, fixtures and equipment for
100% of the replacement value thereof.
10. NOTICES. All notices to be given by the parties hereto shall
be in writing and may either be served personally or may be deposited in the
United States mail, postage prepaid, by either registered or certified mail, and
if to be given to Lessor, may be addressed to Lessor at South 0000 Xxxx Xxxx,
Xxxxxxx Xxxx, Xxxxxxxxxx 00000, or if to be given Lessee, may be addressed to
Lessee at 0000 00xx Xxxxxx Xxxxxxxxx, Xxxxxx Xxxxxx, XX 00000.
11. SERVICES AND UTILITIES. As long as Lessee is not in default
under any of the terms, covenants, conditions, provisions or agreements of this
lease and Lessee continues to occupy the property, Lessor shall:
(a) Provide manual or automatic elevator facilities on
generally accepted business days from 5:00 a.m. to 9:00 p.m. and on
Saturdays from 8:00 a.m. to 5:00 p.m., and have one elevator available
at all other times.
(b) Provide to the premises, during the time specified in
Paragraph (a) hereof (and at other times for a reasonable additional
charge to be fixed by Lessor), heating ventilation, and air
conditioning (HAEC), when in the judgment of Lessee it may be required
for the comfortable occupancy of premises for general office purposes.
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(c) Furnish to the premises, during the times specified
in Paragraph (a) hereof, sufficient electric current for lighting for
general office use and the operation of copiers, computers, computer
support equipment, and related office machines.
(d) Furnish water for sinks, drinking fountains and
restrooms provided by Lessor.
(e) Provide janitorial services for the premises, three
days per week, including, but not limited to, refuse removal, dusting,
vacuuming, window washing, as required, together with refuse removal,
in order to keep the premises clean and in order, provided the same are
used exclusively as offices, and are kept reasonably in order by
Lessee.
(f) Lessee agrees to cooperate fully at all times with Lessor,
and to abide by all regulations and requirements which Lessor may
prescribe for the proper functioning and protection of the building
HVAC, electrical and plumbing systems.
(g) Lessor reserves the right to reduce, interrupt or cease
service of the heating, air conditioning, ventilation, elevator,
plumbing, and electric systems, when necessary, by reason of accident,
emergency or governmental regulations, or for repairs, alterations or
improvements which, in the judgement of Lessor are desirable or
necessary to be made, until said repairs, alterations or improvements
shall have been completed. Lessor shall have no responsibility for
liability for any temporary failure to supply elevator facilities,
plumbing, ventilating, air conditioning or electric services, when
prevented from restoring the same by strike, lockout or accident, or by
any cause whatever beyond Lessor's reasonable control, or by laws,
rules, orders, ordinances, directions, regulations or requirements of
any federal, state county or municipal authority; provided, however
Lessor shall proceed to diligently complete such repairs, alterations
and improvements, and, except when the same must be dealt with
immediately due to imminent hazard or emergency, such repairs,
alterations and improvements shall be done at a time reasonably
convenient to Lessee and shall not unreasonably interfere with Lessee's
use and enjoyment of the premises.
12. ACCESS AND REPAIRS. Lessor's agents shall have free access at
any reasonable time, after notice to the Lessee, for the purpose of inspection,
or of making repairs, additions or alterations to the leased premises or any
property owned by or under the control of the Lessor. When making such
inspections, repairs or alterations, Lessor shall not unreasonably interfere
with Lessee's use and enjoyment of the premises. Lessor shall maintain in good
condition the structural and exterior components of the office building. Lessor
shall repair and replace, when necessary, light fixtures (including replacement
of bulbs and fluorescent tubes) and shall maintain in good condition and repair
draperies, carpeting, windows, plumbing and the electrical systems. However,
Lessor shall not be obligated to repair or replace any fixtures or equipment
installed by Lessee, and Lessor shall not be obligated to make any repair or
replacement occasioned by any act or omission of the Lessee, its employees,
agents, invitee or licensees. The Lessor shall have ten (l0) days after written
notice from Lessee to commence maintenance and repairs to the leased premises,
except that Lessor shall perform its obligations immediately if the nature of
the problem presents a hazard or emergency.
13. DEFAULT. In the event of default by the Lessee in the
performance of any of its covenants herein contained, and if such default is not
cured within ten (10) days, for a default involving failure to pay rent or
thirty (30) days for other default, after written notice to Lessee, Lessor shall
have the right to re-enter the demised premises and sublet the whole or any part
thereof for the account of the Lessee, upon such terms and conditions as Lessor
may deem proper, or in the alternative, Lessor may re-enter the premises and
terminate this Lease. Provided, however, no re-entry by the Lessor shall be
deemed a termination of this Lease until Lessor has given written notice to
Lessee exercising its right to terminate this lease.
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14. ATTORNEY'S FEES. In the event of any action at law or inequity
between Lessor and Lessee to enforce any of the provisions, rights, or
obligations hereunder, the unsuccessful party to such litigation agrees to pay
to the successful party all costs and expenses, including reasonable attorney's
fees incurred therein by the successful party, and if such successful party
shall recover judgment in any such action or proceeding, such costs and expenses
and attorney's fees shall be included in and as a part of such judgment.
15. NO WAIVER OF COVENANTS. Time is and shall be of the essence of
this agreement and of each and every part thereof, and any waiver by the Lessor
of any breach of the Lessee shall not be construed or considered to be a waiver
of any future similar breach nor of any other breach hereof. None of the
covenants, terms, or conditions of this Lease required to be performed by Lessee
shall be in any manner altered, waived, modified or abandoned except by written
instrument duly signed and delivered by Lessor.
16. HOLDING OVER. If Lessee, with the consent, express or implied,
of the Lessor, shall hold over after the expiration of the term of this Lease,
the Lessee shall remain bound by all the terms, conditions, and agreements
hereof, except the rent shall be increased and the tenancy shall be from month
to month.
17. HEIR AND ASSIGNS. The rights, liabilities, and remedies
provided for herein shall extend to their heirs, legal representatives
successors and, so far as the terms of this Lease permit, assigns of the parties
hereto; and the words "Lessor" and "Lessee" and their accompanying verbs or
pronouns, however used in this Lease, shall apply equally to all persons, firms
or corporations which may be or become parties hereto.
18. RULES. Lessee agrees to abide by the reasonable rules and
regulations governing the building which are not inconsistent with Lessee's use
and which may be made by Lessor from time to time, and will use all reasonable
methods to induce customers, clients and all persons invited by Lessee into said
building to observe the same.
19. TAXES. The rent to be paid is exclusive of any sales tax,
business and occupation tax, or any taxes based on rents. Should any taxes based
on rents apply, or be enacted during the term of this Lease, the rent shall be
increased by a like amount.
20. CONDEMNATION.
a) "Condemnation" means (1) the exercise of any
governmental power, whether by legal proceedings or otherwise, by a
condemnor; and (2) a voluntary sale or transfer by a Landlord to any
condemnor, either under threat of condemnation or while legal
proceedings for condemnation are pending.
b) "Date of Taking" means the date condemnor has the
right to possession of the property being condemned.
c) "Award" means all compensation, sums or anything of
value awarded, paid or received on condemnation.
d) "Condemnor" means any public or quasi-public
authority, or private corporation or individual, having the power of
condemnation
If during the term or during the period of time between the execution of this
Lease and the date the term commences, there is any taking of all or any part of
the leased premises, other improvements or land of all or any part of the
premises are a part, or any interest in this Lease by condemnation, the rights
and obligations of the parties shall be determined as provided in the following
paragraphs. If the
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premises are totally taken by condemnation, this Lease shall terminate on the
day of taking. If only a portion of the premises is taken by condemnation, this
Lease shall remain in effect except, that Lessee can elect to terminate this
Lease if the remaining portion of the building or other improvements or the
parking area that is part of the premises is rendered unsuitable for Lessee's
continued use of the premises. If Lessee elects to terminate this Lease, Lessee
must exercise its rights to terminate pursuant to this paragraph by giving
notice to Lessor within thirty (30) days after the nature and the extent of the
taking have been finally determined. If Lessee elects to terminate this Lease as
provided in this paragraph, Lessee also shall notify Lessor of the date of
termination, which date shall not be earlier than thirty (30) days nor later
than ninety (90) days after Lessee has notified Lessor of its election to
terminate; except that this Lease shall terminate on the date of taking if the
date of taking falls on a date before the date of termination as designated by
Lessee. If Lessee does not terminate this Lease within the thirty (30) day
period, this Lease shall continue in full force and effect, except that minimum
monthly rental shall be reduced as provided by the following paragraph. If any
portion of the premises is taken by condemnation and this Lease remains in full
force and effect, on the date of taking, the minimum monthly rental shall be
reduced by an amount that is in the same ratio to minimum monthly rent as the
value of the area of the portion of the premises taken bears to the total value
of the premises immediately before the date of taking. Lessor shall be entitled
to all awards paid in respect of condemnation of the premises, and Lessee shall
have no claim to any portion thereof.
21. SEVERABILITY. Any provision contained in this Lease Agreement
which is prohibited or unenforceable shall be ineffective to the extent of such
prohibition and unenforceable without invalidating the remainder thereof.
22. EXPANSION. If during the term of this Lease the Lessee
requires additional office space they will notify the Lessor in writing, Lessor
will provide extra space if available. The rental rate of the additional space
will be fourteen dollars and seventy-five cents ($14.75) per square foot per
year. The square foot of each addition space is identified on attachment "A".
23. PARKING. Lessee shall have the free use of eleven (11)
non-assigned parking spaces in the parking lot, which is adjacent to the leased
premises. Lessee shall respect the rights of the other tenants in the building
in which the leased premises are located and others who rent parking spaces to
use the parking lot adjacent to the building.
IN WITNESS WHEREOF the parties hereto have executed this Lease the day
and year first above written.
LESSOR: LESSEE:
Xxxxxx X. Xxxxx Xxxxx Xxxxxx
By:________________________________ By:__________________________________
Xxxxxx X. Xxxxx Xxxxx Xxxxxx
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