EXHIBIT 10.15
SUBLEASE
THIS AGREEMENT OF SUBLEASE is made and entered into this ____ day of April,
1999, by and between Delta Engineering and Manufacturing, an Oregon Corporation
(hereinafter called "Sublessor"), and XxxxXxxxxx.xxx, Inc., a Delaware
Corporation (hereinafter called "Sublessee").
WHEREAS, Xxxxx & Company, a division of Xxxxx Bank N.A., as Trustee of
Multi Employer Property Trust, successor in interest to Xxxxx Bank N.A.
(hereinafter called "Lessor"), and Sublessor entered into a Lease dated May 20,
1996, (hereinafter called the "Lease") for certain premises described therein,
located in Building E, 00000 XX 00xx Xxxxx, Xxxxxxxx, Xxxxxx as amended December
4, 1996 & April 17, 1997; and
WHEREAS, Sublessor desires to lease to Sublessee the premises under the
terms and conditions hereof; and
WHEREAS, Lessor has agreed to consent to such sublease;
NOW, THEREFORE, the parties mutually agree as follows:
1. Sublessor does hereby lease to Sublessee approximately 21,477 square
feet of space in Building E, located at 00000 XX 00xx Xxxxx, Xxxxxxxx, Xxxxxx,
Building E as shown on Exhibit C. Sublessor agrees to leave space in a "Broom
Clean" condition with all rack anchors removed from the warehouse floors,
otherwise Sublessee has inspected the premises and agrees to take the same in
their "AS-IS" condition at commencement of the Sublease term.
2. This Sublease shall commence on April 1, 1999, and terminate on April
30, 2000.
3. Sublessee shall pay to Sublessor, in advance, on or before the first
day of each month of the term thereof, rent in an amount which shall be no less
than Seven Thousand Three Hundred Two and No/100 Dollars ($7,302.00) in care of:
Delta Engineering and Manufacturing, 00000 XX Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxx
00000. Said rent shall be pro-rated in the event that the sublease commencement
is other than the first day of the month.
4. In addition to the above stated rent, Sublessee shall pay to
Sublessor, Sublessor's pro-rata share of the operating expenses as set forth in
Paragraphs 4A, 7, and l3B of the Lease the current amount of which is $2,856.00
per month and is subject to periodic adjustment. Such operating expenses shall
be pro-rated for the date of occupancy.
5. Sublessee shall pay to Sublessor Seven Thousand Three Hundred Two and
No/100 Dollars ($7,302.00) as security deposit upon the execution of this
Sublease as provided for in Paragraph 2B of the Lease.
6. Any notice to be given to either party hereunder shall be given in
writing at the following addresses:
SUBLESSOR: SUBLESSEE:
Delta Engineering & Manufacturing Company XxxxXxxxxx.xxx, Inc.
00000 XX Xxxxx Xxxxxx 0000 000xx Xxxxxx XX
Xxxxxxxx, Xxxxxx 00000 Bellevue, Washington 98005-2127
Attn: Xxxxx Xxxx Attn: Xxxxx Xxxxxxx, CEO
(000) 000-0000 Phone (000) 000-0000 Phone
(000) 000-0000 Facsimile (000) 000-0000 Facsimile
7. The Lease, a copy (with all amendments and assignments) of which is
attached hereto as Exhibit B, and all of its terms and conditions, except to the
extent inconsistent with this Sublease, are hereby incorporated into this
Sublease herein as though fully set forth by this reference as if Sublessor were
the Landlord and Sublessee the Tenant. Sublessee shall perform and be subject to
all of the duties and obligations of Sublessor thereunder as applicable to the
subleased premises and to the term hereof. Sublessee shall promptly reimburse
Sublessor, upon demand, for any cost or expense to Sublessor accruing under the
Lease applicable to the term hereof and sublease premises, except for the
monthly rent paid by Sublessor to Lessor from and after the date hereof, except
for the Base Rent obligations under the Lease and as otherwise stated herein,
for which Sublessor shall remain responsible, Sublessee assumes and agrees to
perform all of the Tenant's obligations under the Lease and Sublessee shall be
liable to remove all its own alterations, including fixtures and equipment
Sublessee is purchasing from Sublessor, and to restore the premises to the
condition existing as of the date Sublessee entered into occupancy. Sublessee
shall not be obligated to remove the Tenant's alterations or to do any
restoration work that is necessary to return the premises to the condition that
existed as of the date the original Lease was signed (as would otherwise be
require by Paragraph 8 entitled "Alterations" of the Lease. Prior to altering
the condition of the premises existing at the time of this Sublease, Sublessee
shall first describe such alterations in writing to Sublessor and obtain
Sublessors consent to same which shall not be unreasonably withheld.
8. Sublessee shall defend and indemnify Sublessor from and against all
claims and liabilities (including but not limited to damages and attorney's
fees) incurred by Sublessor as a result of any Sublessee's breach of this
Sublease agreement. Such indemnification shall not apply to any obligation under
the Lease that arose prior to Sublessee taking occupancy for which Sublessor is
responsible or which relates to the conclusion in Section 14 of the Lease
entitled "Liability" (which contains broad indemnification provisions) for which
Sublessor would otherwise be responsible for such liability.
9. Sublessor shall have no right of Landlord liens as set forth in
Section 21 of the Lease.
10. Sublessee's obligation with respect to the indemnity pertaining to
Hazardous Materials as set forth in Section 26 of the Lease, shall only apply to
the period for which Sublessee has occupancy of the premises and those which
apply to Sublessee; use of activities of those of Sublessee; agents, contractors
and invitees.
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11. Sublessee is not entitled rights of First Refusal or rights to an
option to extend as set forth in paragraphs 30 and 31 of the Lease. In the event
Sublessee seeks to enter into a new Lease with Landlord for an extended term for
the premises Sublessor agrees to not exercise Its rights under these paragraphs.
12. Sublessor and Sublessee warrant that all necessary corporate and
partnership actions have been duly taken to permit Sublessor and Sublessee to
enter into the Sublease, and that each undersigned officer or general partner
has been duly authorized and instructed to execute this Sublease.
13. The Sublease shall be subject to and contingent upon the prior written
consent of Landlord. This Sublease may not be assigned, renewed or extended, nor
shall the Premises, or any part thereof, be further sublet without the prior
written consent of Landlord and Sublessor in each instance.
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SUBLESSOR:
Delta Engineering and Manufacturing Company,
an Oregon Corporation
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
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Title: Vice President of Administration
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Date: April 12, 1999
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SUBLESSEE:
XxxxXxxxxx.xxx, Inc.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx
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Title: Assistant Secretary
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Date: April 8, 1999
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