THIS SUB-LEASE TERMlNATION AGREEMENT (the " Agreement"") is entered into XXXXX
XXXXX and XXXXX XXXXX, as individuals jointly and severally, d/b/a Cargocare
AND Insynq Data Utilities (the "Tenant").
WITNESSETH:
WHEREAS, Tenant leases certain real property located at Seafirst Plaza Building
northwest xxxxx of South 9th and A Streets, Tacoma" Washington (the "Premises")
from Landlord, pursuant to that certain Office Lease Agreement, dated
August 24, 1998 (the lease and all amendments, extensions, renewals,
modifications and replacements are hereinafter referred to as the "Lease");
WHEREAS, Tenant subleased the Premises to INSYNQ DAT A UTILITIES (the
"Subtenant"'), pursuant to that certain Sublease Agreement, dated
November l, 1999 (the "Sublease");
WHEREAS, Tenant, Subtenant and Landlord desire that Tenant and Subtenant vacate
the Premises prior to the expiration of the term of the Lease; and
WHEREAS; Tenant and Landlord desire to cancel the unexpired portion of the
Lease term and to terminate any further obligations one to the other under the
Lease or any other leases and/or agreements between Landlord and Tenant
respecting the Premises from and after the Termination Date (as hereinafter
defined).
NOW, THEREFORE, for and in consideration of the sum of One and No/100 Dollars
($1.00) and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged and confessed, Landlord and Tenant do hereby
agree as follows:
1. TERMINATION DATE. The Lease is hereby canceled and terminated
effective as of May 15, 2001 (the "Termination Date"). Tenant and
Subtenant agree to quit the Premises, to remove a1l of Tenant's and
Subtenant's property therefrom and to deliver up the Premises to
Landlord on or the Termination Date, in an "AS IS" condition.
Landlord acknowledges that it has fully inspected the Premises and,
notwithstanding anything contained in the Lease to the contrary,
agrees to accept, on the Termination Date, the surrender of the
Premises in "AS IS" condition.
2. TERMINATION OF LEASE. The Lease and all other leases and/or
agreements between Landlord and Tenant respecting the Premises shall
be of no further force and effect as of the Termination Date,
notwithstanding anything contained therein to the contrary.
3. TERMINATION OF SUBLEASE. By termination of the Lease, the Sublease
and all other leases and/or agreements between Tenant and Subtenant
respecting the Premises shall be of no further force and effect as of
the Termination Date, notwithstanding anything contained therein to
the contrary .
4. RELEASE OF LIABILITY. Effective on the Termination Date, each party
hereto does hereby release and discharge the other party from any and
all claims, connection with the Lease, provided, however, that
Landlord shall have the right to enforce any unsatisfied obligation
against the other party that arose or accrued prior to the
Termination Date. The Lease shall continue in full force and effect,
including, but not limited to, Tenant's obligation to pay rent, up to
and including the Termination Date.
5. CONSIDERATION BY TENANT. In consideration of Landlord entering into
this Agreement and releasing Tenant from any further obligation under
the Lease, Tenant shall execute confession of judgement separate and
apart from this Agreement.
6. REPRESENTATIONS OF TENANT. Tenant represents that it has not made any
assignment, sublease, transfer or conveyance, or other disposition of
the Lease, except as previously noted to Subtenant, or of any
interest in the Lease, or of any claim, demand, or obligation,
liability, action or cause of action arising from the Lease. Tenant
represents that the individual executing this Agreement on behalf of
Tenant is duly authorized to bind Tenant to this Agreement,
7. REPRESENTATIONS OF LANDLORD. Landlord represents that the individuals
executing this Agreement on behalf of Landlord are duly authorized to
bind Landlord to this Agreement, and that all necessary consents of
third parties to this Agreement have been obtained.
8. ATTORNEYS' FEES. The prevailing party to any action or proceeding
between Landlord and Tenant with respect to the interpretation of or
breach of this Agreement or the transaction contemplated hereunder
shall be entitled to have and recover all reasonable costs, expenses,
attorneys' fees and other costs incurred in connection therewith.
9. ENTIRE AGREEMENT. This Agreement embodies the entire agreement of
Landlord and Tenant with respect to the subject matter of this
Agreement, and it supersedes any prior agreements, whether written or
oral, with respect to the subject matter of this Agreement. This
Agreement may be modified only by written instrument duly executed by
Landlord and Tenant. There arc no agreements or understandings which
are not set forth in this Agreement.
10. HEADINGS. The headings used in this Agreement are for convenience
only and shall not be used to interpret or construe its provisions.
11. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument,
12. JOINT AND SEVERAL LIABILITY. If the term "landlord' or "tenant"
refers to more than one corporation, partnership, trust, association,
individual or other entity , their liability under this Agreement
will be joint and several,
13. BINDING EFFECT. The terms and provisions of this Agreement will inure
to the benefit of, and will be binding upon, thc successors, assigns,
personal representatives, heirs, devisees and legatees of Landlord
and Tenant.
EXECUTED to be effective as of the 18th day of May, 2001,
TENANT: SUBTENANT:
D/B/A CARGOCARE INSYNQ DATA UTILITIES,
By: /s/ Xxxxx Xxxxx By: /s/ M. Xxxxxxx Xxxxxx
Xxxxx Xxxxx Name: M. Xxxxxxx Xxxxxx
Title: Sec/Treas
By: /s/ Xxxxx Xxxxx
Xxxxx Xxxxx
