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EXHIBIT 10.6
LEASE AGREEMENT
THIS LEASE (this "Lease"), made this 10th day of March, 2000 between
SPOKANE TEACHERS CREDIT UNION ("Landlord"), and SPECTRUM INTEGRATED SERVICES,
INC., D/B/A SOFTWARE SPECTRUM, a Texas corporation ("Tenant").
AS PARTIES HERETO, Landlord and Tenant agree as follows:
1. LEASE DATE AND EXHIBITS
The terms used herein shall have the following
meanings unless otherwise specifically modified by provisions of this Lease.
1.1 BUILDING 1
"Building 1" shall mean office building number 1,
located at 0000 Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxxxxxx, situated on the
real property ("property") more particularly described in EXHIBIT A, as outlined
on the site plan attached hereto as EXHIBIT B-1.
1.2 BUILDING 2
"Building 2" shall mean office building number 2,
located at 00000 Xxxx Xxxxxxx, Xxxxxxx Xxxx, Xxxxxxxxxx, situated on the
Property, and outlined on the site plan attached hereto as EXHIBIT B-1.
1.3 BUILDINGS
"Buildings" shall mean Building 1 and Building 2,
together with the enclosed passageway that connects Buildings 1 and 2.
1.4 COMPLEX
"Complex" shall mean the Buildings, the Common Area
and the Parking Area.
1.5 CAFETERIA
"Cafeteria" shall mean the cafeteria servicing the
Buildings and located within Building 1, as outlined on the site plan attached
hereto as EXHIBIT B-1.
1.6 PREMISES
"Premises" shall mean approximately 71,160 rentable
square feet in Building 1 and 2, as outlined on the floor plan attached hereto
as EXHIBIT B-2.
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1.7 COMMON AREA
"Common Area" shall mean all areas of the Buildings
and Grounds designated by Landlord as common areas for the use generally of
Landlord and other tenants of the Buildings, including, but not limited to the
enclosed passageway between the Buildings, the Fitness Room and the Cafeteria
(but excluding Landlord's lobby area outlined on EXHIBIT B-1, which shall be for
Landlord's exclusive use.)
1.8 PARKING AREA
"Parking Area" shall mean the unreserved parking
spaces in the parking area adjacent to the Buildings, as such parking area is
outlined on the site plan attached hereto as EXHIBIT B-1.
1.9 TENANT'S PERCENTAGE OF THE COMPLEX
"Tenant's Percentage of the Complex" shall mean sixty
one and two-tenths percent (61.2%), calculated on the basis of a total 71,160
rentable square feet in the Premises and a total of 116,262 rentable square feet
in the Buildings at the time of the Commencement Date of this Lease. It is
understood and agreed by the parties that Tenant's Percentage of the Complex
shall be recomputed accordingly in the event the total rentable square feet
leased by Tenant increases or decreases, or in the event the total rentable
square feet in the Buildings increases or decreases.
1.10 COMMENCEMENT DATE AND EXPIRATION DATE
"Commencement Date" shall mean April 1, 2000. If
Tenant shall occupy the Premises prior to the Commencement Date first stated
herein, then the Commencement Date shall be the date of such occupancy.
"Expiration Date" shall mean March 31, 2005.
1.11 RENT
"Rent" shall mean Basic Rent and Additional Rent as
hereinafter defined:
1.11.1 BASIC RENT
"Basic Rent" shall mean:
Month 1 April 1 - 30, 2000 $47,202.80/month NNN
Months 2 - 37 May 1, 2000 - Apr 30, 2003 $49,066.24/month NNN
Months 38 - 61 May 1, 2003 - Apr 30, 2005 $54,954.00/month NNN
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1.11.2 ADDITIONAL RENT
"Additional Rent" shall mean the Actual Costs
Allocable to the Premises (as hereinafter defined) for a Lease Year (as
hereinafter defined), payable in equal monthly installments based on the
Estimated Costs Allocable to the Premises (as hereinafter defined) and using the
following definitions:
(a) "Operating Costs" shall mean all reasonable expenses
normally or customarily paid or incurred by Landlord, and not otherwise
reimbursed by any Tenant, for maintaining, operating and repairing the Complex
and the personal property used in conjunction therewith, including, without
limitation, the costs of:
(i) refuse collection;
(ii) water, sewer and utilities services;
(iii) emergency power backup;
(iv) light replacement service and parts;
(v) supplies;
(vi) janitorial and cleaning services;
(vii) window washing;
(viii) landscape maintenance;
(ix) maintenance of telephone switching and related
equipment;
(x) services of independent contractors;
(xi) premiums for insurance, including, without limitation,
policies of casualty and liability insurance of such
types and in such amounts as Landlord deems necessary
or desirable in the exercise of Landlord's reasonable
judgment and which Tenant is named an additional
insured under,
(xii) licenses, permits and inspection fees; and
(xiii) any other reasonable expense or charge, whether or not
hereinabove described, which in accordance with
generally accepted accounting principles would be
considered an expense normally incurred for
maintaining, operating or repairing the Complex.
Provided, however, that to the extent Tenant pays directly for
any such expenses with respect to the Premises (for example; electrical service
separately metered to the Premises or custodial services separately contracted
for the Premises), then, "Operating Costs" shall mean the Tenant's prorated
share of the cost of providing such goods or services to the Common Area only.
(b) "Real Property Taxes" shall mean taxes on real property
and personal property, including all Tenant improvements for which Landlord is
not otherwise entitled to reimbursement by any Tenant or other occupant, charges
and assessments levied with respect to the Property, the Buildings, any
improvements, fixtures and equipment used directly in the operation of the
Complex and located in the Buildings or on the Properly; and any taxes levied or
assessed in addition to or in lieu of, in whole or in part, such real property
or personal property taxes; and any tax on Landlord's gross receipts unless such
tax cannot be charged to Tenant pursuant to applicable law.
(c) "Lease Year" shall mean the 12 month period commencing on
April 1.
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(d) "Actual Costs" shall mean the actual expenses paid or
incurred by Landlord for Operating Costs and Real Property Taxes during any
Lease Year of the term hereof.
(e) "Actual Costs Allocable to the Premises" shall mean the
Actual Costs multiplied by Tenant's Percentage of the Complex.
(f) "Estimated Costs Allocable to the Premises" shall mean
Landlord's estimate of Actual Costs allocable to the Premises for the following
Lease Year as reasonably determined by Landlord.
1.12 PERMITTED USES
"Permitted Uses" shall mean use of the Premises by
Tenant only for general office purposes and for no other business or purpose
without the prior written consent of Landlord.
1.13 DEFAULT RATE
"Default Rate" shall mean a rate equal to four
percent (4%) per annum over the prime rate of Bank of America (or its
successors), as announced from time to time.
1.14 EXHIBITS
The following exhibits are made a part of this Lease:
EXHIBIT A Legal Description
EXHIBIT B-1 Site Plan of Property
EXHIBIT B-2 Floor Plan of Premises
In the event of any inconsistency in the provisions of this Section and
more specific provisions set forth elsewhere in this Lease, the more specific
provision shall control.
2. PREMISES
Landlord does hereby lease the Premises to Tenant; and Tenant
does hereby lease the Premises from Landlord, in their "as is" condition, upon
the terms and conditions herein set forth.
The parties acknowledge that Landlord owns and will continue
to occupy Building 1 and that, accordingly, Landlord and Tenant will share the
use of the Cafeteria and the enclosed passageway between the Buildings. Landlord
will also have rights of access through the Premises, for ingress and egress to
and from the electrical room in Building 2 as more fully described in Section 16
below.
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3. TERM
The term of this Lease ("Lease Term") shall be a period
extending for 60 months commencing on the Commencement Date and expiring on the
Expiration Date, subject to Tenant's renewal options as set forth in Section 4.
4. OPTION TO RENEW
4.1 OPTION
Landlord grants Tenant the option to extend the Lease
Term:
4.1.1 for that portion of the Premises located in
Building 1 for one (1) renewal term of three (3) years commencing immediately
upon the Expiration Date (the "Building 1 Renewal Term"); and
4.1.2 for that portion of the Premises located in
Building 2 for one (1) renewal term of either three (3) or five (5) years, at
Tenant's sole option, commencing immediately upon the Expiration Date (the term
so elected by Tenant referred to as the "Building 2 Renewal Term" and, together
with the Building 1 Renewal Term, the "Renewal Term").
The option to renew is expressly conditioned on
Tenant's being, on the first day of the Renewal Term, in full and faithful
compliance in all material respects with each and every one of its obligations
contained in this Lease.
4.3 RENEWAL TERMS
During any applicable Renewal Term, each and every
provision of this Lease will remain unchanged and in full force and effect
except that: (i) the Basic Rent will be adjusted as of the first day of the
applicable Renewal Term to a rental rate to be negotiated in good faith by the
parties at such time; and (ii) the definition of the term "Premises" shall be
adjusted to mean only the portion of the Premises that are renewed by Tenant
under Section 4.2.
5. PAYMENT OF BASIC RENT
Commencing on the Commencement Date, Tenant shall pay Landlord
Basic Rent in lawful money of the United States in advance on or before the
first day of each month without offset or deduction at the offices of Landlord
at 0000 Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxxxxxx 00000, or such other place
as may be designated by Landlord. Basic Rent for any period during the Lease
Term which is less than one month shall be a pro rata portion of the monthly
installment.
6. PAYMENT OF ADDITIONAL RENT
Commencing on the Commencement Date, Tenant shall pay Landlord
as Additional Rent 1/12 (8.33%) of the Estimated Costs Allocable to the Premises
in lawful money of the United States in advance on or
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before the first day of each month, without deduction or offset, at the address
specified in Section 5. Prior to the commencement of each Lease Year during the
Lease Term, Landlord shall furnish Tenant a written statement of the Estimated
Costs Allocable to the Premises for such Lease Year, together with the
calculation of the estimated monthly Additional Rent payable during such Lease
Year. If at any time or times during such Lease Year it appears to Landlord that
the Actual Costs Allocable to the Premises will vary from Landlord's estimate by
more than five percent (5%) on an annual basis, Landlord may, by written notice
to Tenant, revise Landlord's estimate for such Lease Year, and subsequent
Additional Rent payments by Tenant for such Lease Year shall be recalculated
based on Landlord's revised Estimated Costs Allocable to the Premises. Within
ninety (90) days after the close of each Lease Year during the Lease Term, or as
soon thereafter as practicable, but not later than one hundred twenty (120) days
after the close of such Lease Year, Landlord shall deliver to Tenant a written
statement setting forth the Actual Costs Allocable to the Premises during the
preceding Lease Year. If such costs for any Lease Year exceed Estimated Costs
Allocable to the Premises paid by Tenant to Landlord, Tenant shall pay the
amount of such excess to Landlord as Additional Rent within forty-five (45) days
after receipt of such statement by Tenant. If such statement shows such costs to
be less than the amount paid by Tenant to Landlord, then the amount of such
overpayment by Tenant shall be credited by Landlord to the next immediate Rent
payable by Tenant. Tenant shall have the right, at Tenant's sole expense, to
audit Landlord's books regarding Actual Costs, provided that (i) such right
shall not be exercised more than once each calendar year, and (ii) such right
must be exercised, if at all, by delivery of written notice to Landlord on or
before thirty (30) days after Landlord's delivery of the written statement
setting forth Actual Costs Allocable to the Premises during the preceding Lease
Year. If the audit reveals that Landlord's statement is determined to be in
error by more than five percent (5%), the amount of Additional Rent payable by
Tenant attributable to Actual Costs Allocable to the Premises shall be
recalculated based upon the results of any such audit.
If the Expiration Date is a day other than the last day of a
Lease Year, the amount of any adjustment between Actual Costs and Estimated
Costs Allocable to the Premises with respect to the Lease Year in which such
termination occurs shall be prorated on the basis of a 365-day year. Any amount
payable by Landlord to Tenant or by Tenant to Landlord with respect to such
adjustment shall be payable within forty-five (45) days after delivery by
Landlord to Tenant of the Statement of Actual Costs Allocable to the Premises
with respect to such Lease Year.
7. (intentionally omitted)
8. USES
The Premises shall be used only for Permitted Uses and for no
other purpose without the prior written consent of Landlord. No act shall be
done in or about the Premises that is unlawful or that will increase the
existing rate of insurance on the Buildings. Tenant shall not commit or allow to
be committed any waste upon the Premises, or any public or private nuisance or
other act or thing which disturbs the quiet enjoyment of Landlord of any other
Tenant in the Buildings. Tenant shall not, without the written consent of
Landlord, use any apparatus, machinery or device in or about the Premises which
will cause any substantial noise or vibration or any increases in the normal use
of electric power. If any of Tenant's office machines and equipment should
disturb the quiet enjoyment of Landlord or any other Tenant in the Buildings,
then Tenant shall provide adequate insulation, or take other action as may be
necessary to eliminate the disturbance. Tenant shall comply with all laws
relating to Tenant's use of the Premises and shall observe, and cause employees
and invitees to observe, such reasonable rules and regulations as may be adopted
and published by Landlord for the safety, care
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and cleanliness of the Premises or the Buildings, and for the preservation of
good order therein, including but not limited to any rules and regulations
and/or declaration of protective covenants attached to this Lease.
Notwithstanding the foregoing, no rules or regulations hereafter promulgated by
Landlord shall materially diminish Tenant's rights or increase Tenant's
obligations under this Lease.
9. SERVICES AND UTILITIES
9.1 GENERAL
Landlord shall maintain the Common Area in reasonably
good order and condition except for damage occasioned by the act or omission of
Tenant, the repair of which damage shall be paid for by Tenant.
Landlord shall furnish (or cause to be furnished) the
Premises with electricity for lighting and operation of normal power usage
office machines, water, heat and normal air conditioning service. If the
foregoing services are not separately metered to Tenant, the cost to providing
such service shall be reimbursed by Tenant to Landlord in the form of Additional
Rent pursuant to Section 6. Tenant shall, at Tenant's expense, provide for its
own trash disposal and janitorial services with respect to the Premises.
Landlord shall not be liable for any loss, injury or
damage to property caused by or resulting from any variation, interruption or
failure of such services to be provided by Landlord (including, but not limited
to, the emergency power backup system) due to any cause whatsoever, or from
failure to make any repairs or perform any maintenance. In the event of such
variation, interruption or failure, however, Landlord shall use reasonable
diligence to restore such service. No temporary interruption or failure of such
services incident to the making of repairs, alterations or improvements, or due
to accident or strike, or conditions or events beyond Landlord's reasonable
control shall be deemed an eviction of Tenant or relieve Tenant from any of
Tenant's obligations hereunder. Landlord will use reasonable efforts to notify
Tenant at least forty-eight (48) hours in advance of any scheduled or
anticipated interruption in any such services. Notwithstanding anything to the
contrary contained in this Section 9 or elsewhere in this Lease, if any such
slowdown, interruption or stoppage of any such services, or the Landlord's
inability to perform any covenant herein creates a condition which interferes
substantially with Tenant's normal use of the Premises as allowed under this
Lease, and as a consequence Tenant is compelled to discontinue or materially
curtail business in the Premises in whole or in part for a period of twenty (20)
consecutive days, then the Basic Rent and Additional Rent shall be
proportionately abated during the time of such discontinuance or curtailment of
business, but no such abatement shall continue beyond the time that the
slowdown, interruption, stoppage or inability to perform no longer persists,
regardless of any delay by Tenant in resuming operation of business after that
time. If any such slowdown, interruption; stoppage or inability to perform
continues for a period of forty-five (45) consecutive days and Tenant is
compelled (whether for prudent business reasons or otherwise) to discontinue
business in the Premises, Tenant shall have the right thereafter to terminate
this Lease upon notice to Landlord; however, such termination right shall not
continue beyond the time that the slowdown, interruption, stoppage or inability
to perform no longer persists.
Before installing any equipment (other than customary
and normal office equipment) or creating an occupant load in the Premises that
generates more than an average amount of heat for the approved use, Tenant shall
obtain the written permission of Landlord and Landlord may refuse to grant such
permission if the amount of heat generated would place an above average burden
on the air-conditioning system of the
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Buildings unless Tenant shall agree to pay at Landlord's election: (a) the costs
of Landlord for installation, operation and maintenance of supplementary
air-conditioning units as necessitated by such equipment, or (b) an amount
reasonably determined by Landlord to cover the additional burden on the existing
air-conditioning system generated by such Tenant equipment.
If Tenant uses any equipment in the Premises
requiring above average power usage as compared to other areas of the Complex,
Tenant shall in advance, on the first day of each month during the Lease Term,
pay Landlord as Additional Rent the reasonable amount estimated by Landlord as
the cost of furnishing electricity for the operation of such equipment provided,
however, that this provision shall not be applicable if electricity is
separately metered for the Premises. Basic Rent does not include any amount to
cover the cost of furnishing electricity for such purposes unless so stated
herein.
At Tenant's request, Landlord shall use its best
efforts to cause utilities furnished to Tenant to be separately metered, and
Tenant shall pay for the installation costs of and the conversion to any meters
required. To the extent meters cannot be installed, or the cost of such
installation is excessive, Tenant shall continue to pay for such utilities as
part of the Additional Rent
9.2 CAFETERIA
Tenant shall be entitled to nonexclusive use (in
common with Landlord) of the Cafeteria servicing the Building. Operating Costs
relating to the Cafeteria will not include subsidies paid by Landlord for any
food service operations, but will include all other costs and expenses with
respect to the Cafeteria. Tenant agrees to cause its employees, agents and
invitees to comply with all reasonable rules and regulations as may be adopted
and published by Landlord from time to time for the safety, care and cleanliness
of the Cafeteria and for the preservation of good order therein.
10. PARKING AND ACCESS
The Parking Area shall be used for vehicle parking only and
shall be used for no other purposes, except as required for trash disposal
(including exterior storage) without the prior written consent of Landlord. The
Parking Area shall be available to Tenant and its invitees on a first come,
first served basis, and Tenant shall ensure that all parking spaces designated
as "Visitor Parking" in the Parking Area are kept available for visitors of
Landlord and Tenant, also on a first come, first served basis. Tenant agrees
that Tenant will not park, nor will Tenant permit Tenant's employees, agents,
guests, invitees and/or licensees to park, on streets within the Property or in
any other spaces, lots or areas within the Property except as may be
specifically provided for in this Lease. The Parking Area contains approximately
661 spaces which are for the exclusive use of Landlord and Tenant. Landlord
reserves (per Section 1.8) for Landlord's employees and visitors 100 of such
spaces in lot B, which specifically includes the 7 spaces that are marked as
"Reserved" for Landlord's executive staff. Tenant shall have the nonexclusive
use of the remaining spaces.
Trucks or other vehicles may only temporarily park at bays
serving the Premises while loading and unloading, and shall not be stored in the
parking, maneuvering or loading areas. Tenant, Tenant's employees, agents,
guests, invitees and licensees shall use all due care and reasonable best
efforts not to interfere with Landlord's and other tenants' use of parking and
maneuvering areas.
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11. TAX ON RENT
If any governmental authority shall in any manner levy a tax
on rent payable under this Lease or rentals accruing from use of property, or
such tax in any form against Landlord measured by income derived from the
leasing or rental of the Complex, such tax shall be paid by Tenant either
directly or through Landlord; provided, however, that Tenant shall not be liable
to pay any federal or state income tax imposed on Landlord.
12. PERSONAL PROPERTY TAXES
Tenant shall pay prior to delinquency all personal property
taxes payable with respect to all property of Tenant located on the Premises and
shall promptly provide written proof of such payment upon request of Landlord.
13. IMPROVEMENTS
All standard or special Tenant improvements which are affixed
to the Premises, including but not limited to, any paid for by Landlord, shall
at all times be the property of Landlord. Notwithstanding anything in this Lease
to the contrary, however, Tenant improvements such as telephone and computer
equipment (except for lines and internal Building wiring) and modular walls and
partitions, whether or not affixed to the Premises, will remain the property of
Tenant. Upon the Expiration Date or sooner termination of the Lease Term, all
improvements and additions to the Premises made by Tenant shall become the
property of Landlord, except Tenant may remove Tenant's trade fixtures, office
supplies and movable office furniture and equipment not attached to Building 2
provided: (a) such removal is made prior to the Expiration Date or sooner
termination of the Lease Term, (b) no Event of Default (as defined in Section 24
of this Lease) exists at the time of such removal, and (c) Tenant immediately
repairs all damage caused by or resulting from such removal. All other property
in the Premises and any alterations or additions thereto (including, without
limitation, wall-to-wall carpeting, paneling, wall covering or lighting fixtures
and apparatus) and any other article affixed to the floor, wall or ceiling of
the Premises shall become the property of Landlord and shall remain upon and be
surrendered with the Premises, Tenant hereby waiving all rights to any payment
or compensation therefor. If, however, Landlord so requests in writing, Tenant
will, prior to the Expiration Date or sooner termination of the Lease Term,
remove such alterations, additions, fixtures, equipment and property placed or
installed by Tenant in the Premises as requested by Landlord, and will
immediately repair any damage caused by or resulting from such removal to the
condition of the Premises prevailing upon the Commencement Date, reasonable wear
and tear excepted.
If Tenant shall fail to remove any of Tenant's property of any
nature whatsoever from the Premises on the Expiration Date, sooner termination
of the Lease Term or when Landlord has the right of re-entry, Landlord may, at
Landlord's option, remove and store said property without liability for loss
thereof or damage thereto, such storage to be for the account and at the expense
of Tenant. If Tenant shall not pay the cost of storing any such property after
it has been stored for a period of thirty (30) days or more, Landlord may, at
Landlord's option, sell, or permit to be sold, any or all of such property at
public or private sale (and Landlord may become a purchaser at such sale), in
such manner and at such times and places as Landlord in Landlord's sole
discretion may deem proper, without notice to Tenant, and shall apply the
proceeds of such sale; first, to the cost and expenses of such sale, including
reasonable attorneys' fees actually incurred; second, to the payment of the
costs or charges for storing any such property; third, to the payment of any
other sums of money which may
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then be or thereafter become due Landlord from Tenant under any of the terms
hereof; and, fourth, the balance, if any, to Tenant.
14. ALTERATIONS AND CARE OF PREMISES
Tenant shall take good care of the Premises (and all telephone
lines, equipment, fixtures and mechanical systems therein) and shall promptly
make all necessary repairs and maintenance, except those to be made by Landlord
as provided herein, in order to keep the Premises in neat, clean and sanitary
condition. Tenant shall maintain all signs approved by Landlord in good, clean
and attractive condition.
Landlord will be responsible only for structural repairs and
maintenance of the roof, foundations, sub-floor and structural walls of the
Buildings. Landlord will be responsible for the replacement of the HVAC,
mechanical, electrical and life safety systems in the Complex (including the
Premises) if Landlord determines that said systems and equipment have reached
the end of their economic life. Nothing herein will limit Tenant's obligation to
pay its share of Operating Costs with respect to the maintenance and operation
of the HVAC, mechanical, electrical and life safety systems in the Complex.
Tenant shall, at the expiration or sooner termination of this
Lease, surrender and deliver the Premises to Landlord in as good condition and
in the same layout and configuration as when received by Tenant from Landlord or
as thereafter improved with Landlord's consent, reasonable wear and tear and
damage by fire or other insured casualty excepted.
Tenant shall not make any material alterations, additions or
improvements in or to the Premises, or add, disturb or change in any material
way any floor covering, all covering, window blinds, fixtures, plumbing or
wiring without first obtaining the written consent of Landlord, which consent
will not be unreasonably withheld or delayed. Tenant shall deliver to Landlord
full and complete plans and specifications prepared by a licensed architect for
any such material alteration, addition or improvement provided that Tenant shall
not be required to retain an architect in connection with the installation of
telephone, computer and security equipment contemplated hereby. In addition,
notwithstanding the above, Tenant shall have the right to make nonstructural
alterations which do not exceed Ten Thousand Dollars ($10,000) in any one
instance, and minor decorations to the Premises, without obtaining Landlord's
written consent, but Tenant shall deliver to Landlord copies of all plans and
drawings relating to any such nonstructural alterations.
Landlord shall have the right to approve the contractor to be
hired by Tenant to construct any structural alteration, and such contractor
shall be fully licensed and bonded and insured.
Landlord does not and will not make any covenant or warranty,
express or implied, that any such plans or specifications submitted by Tenant
are accurate, complete or in any way suited for their intended purpose. Further,
Tenant shall indemnify and hold Landlord harmless from any liability, claim or
suit, including attorneys' fees, arising from any injury, damage, cost or loss
sustained by persons or property as a result of any defect in design, material
or workmanship arising as a result of any Tenant improvements.
All such work so done by Tenant shall be done in accordance
with all laws, ordinances and rules and regulations of any federal, state,
county, municipal or other public authority and/or Board of Fire Underwriters.
Tenant expressly covenants and agrees that no liens of mechanics, materialmen,
laborers,
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architects, artisans, contractors, subcontractors or any other lien of any kind
whatsoever shall be created against or imposed upon the Premises, the Property
or the Complex, and that in the event any such claims or liens of any kind
whatsoever shall be asserted or filed by any persons, firms or corporations
performing labor or furnishing material in connection with such work, Tenant
shall pay off or cause the same to be discharged of record within ten (10) days
of notification thereof. All alterations, improvements or changes made by Tenant
to the Premises shall be the property of Landlord and shall remain upon and be
surrendered with the Premises upon the termination of this Lease.
Landlord shall have the right, but not the obligation, to
inspect any alterations during and at the conclusion of construction. If, in
Landlord's reasonable opinion, the same are not installed in accordance with
plans and specifications submitted to Landlord under the requirements of this
Section, then, in addition to any other remedy provided to Landlord under this
Lease, Landlord shall have the right to require Tenant to reconstruct the same
to conform to such plans and specifications and at Tenant's cost and expense.
Tenant acknowledges and agrees that a material condition to
the granting of approval of Landlord to any alterations and/or improvements
and/or repairs required under this Lease or desired by Tenant is that the
contractors who perform such work shall carry a comprehensive liability policy,
naming Landlord as an additional insured thereon, with a combined single limit
for personal or bodily injury of not less than One Million Dollars ($1,000,000)
at Tenant's expense. Landlord may require proof of such insurance coverage from
each contractor at the time of submission of Tenant's request for Landlord's
consent to commence work.
All damage or injury done to the Premises by Tenant or by any
persons who may be in or upon the Premises with the consent (express or implied)
of Tenant, including the cracking or breaking of glass of any windows or doors,
shall be paid for by Tenant and Tenant shall pay for all damage to the Buildings
and any appurtenances thereto caused by Tenant or Tenant's employees, agents,
guests, invitees and/or licensees. Tenant shall promptly notify Landlord of any
damage to the Premises requiring repair. Landlord shall, in the exercise of
prudent business practices, determine those repairs that are necessary to
maintain the Premises in good condition.
15. HAZARDOUS MATERIAL
15.1 DEFINITION OF "ENVIRONMENTAL LAWS"
The term "Environmental Laws" means any and all
state, federal and local statutes, regulations and ordinances relating to the
protection of human health and the environment including any regulations,
restrictions, or licenses promulgated or issued by the Liberty Lake Sewer
District or other municipal corporation.
15.2 DEFINITION OF "HAZARDOUS MATERIAL"
The term "Hazardous Material" means any hazardous or
toxic substance, material or waste, including, but not limited to, those
substances, materials and wastes listed in the United States Department of
Transportation Hazardous Materials Table (49 C.F.R. Section 172.101) or by the
United States Environmental Protection Agency as hazardous substances (40 C.F.R.
at. 302 and amendments thereto), or as defined as hazardous substances by RCW
70.105D.020 (7), including petroleum products and their derivatives,
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and such other substances, materials and wastes as become regulated or subject
to cleanup authority under any Environmental Laws. Notwithstanding the
foregoing, the term "Hazardous Material" shall not include: (1) chemicals
routinely used in business office areas, or (2) janitorial supplies, cleaning
fluids, or chemicals necessary for the day-to-day operation or other maintenance
of the Premises if the disposition, handling, storage or quantity of the items
described in (1) and (2) herein are at all times in compliance with all
applicable legal requirements.
15.3 LIMITATION ON USES OF HAZARDOUS MATERIAL
Tenant shall:
(a) not cause or permit any Hazardous Material to be
brought upon, used, kept or stored on or about the Premises by Tenant or its
agents, contractors or subtenants without the prior written consent of Landlord;
(b) cause the Premises and all of Tenant's operations
conducted thereon to comply with all Environmental Laws and orders of any
governmental authorities having jurisdiction under any Environmental Laws; and
(c) obtain, keep in effect and comply with all
governmental permits and authorizations required by Environmental Laws with
respect to the Premises or Tenant's operations.
15.4 NOTICES
Tenant shall immediately notify Landlord in writing
if Tenant becomes aware of any of the following:
(a) Any violation of Environmental Laws regarding the
Premises or Tenant's operations;
(b) Any order, notice of violation, fine or penalty
or other similar action relating to Hazardous Material or Environmental laws and
to the Premises or Tenant's operations; or
(c) Any complaint or lawsuit filed or threatened to
be filed by any person or other entity, including, without limitation, any
governmental authority, relating to Hazardous Material or Environmental Laws and
to the Premises or Tenant's operations.
15.5 INDEMNIFICATION
Tenant agrees to defend (with counsel approved by
Landlord), fully indemnify, and hold entirely free and harmless Landlord from
and against all claims, judgments, damages, penalties, fines, costs, liabilities
or losses (including, without limitation, diminution in value of the Premises,
damages for the loss or restriction on the use of rentable or usable space or of
any amenity of the Premises, damages arising from any adverse impact on
marketing of space, sums paid in settlement of claims, attorneys' fees,
consultant fees and expert fees) that arise during or after the Lease Term and
that are imposed on, or paid by or asserted against
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Landlord by reason or on account of, or in connection with, or arising out of
Tenant's use, generation, manufacture, refinement, transportation, treatment,
storage, handling, recycling or disposal of Hazardous Material, or any release
of Hazardous Material in connection with or as a result of Tenant's use or
activities, or of Tenant's agents, contractors or subtenants, or any violation
of any Environmental Law by Tenant or its agents, subcontractors or subtenants;
provided further, however, that Tenant acknowledges that Landlord has disclosed
to Tenant the presence of asbestos floor tiles currently covered by carpeting
within the Premises. In the event any Tenant improvements or other alterations
require Tenant to disturb the floor tiles, Tenant will comply with all
Environmental Laws in connection with the disturbance of such tiles, and will
take all actions necessary to prevent or minimize any damage or personal injury
that may be caused by the release of, or exposure to, such asbestos and shall
pay for the removal of said floor tiles by a licensed asbestos abatement
contractor.
15.6 SURVIVAL
The provisions of this Section 15 shall survive the
expiration or earlier termination of this Lease.
16. ACCESS
16.1 GENERALLY
Landlord and Landlord's employees and agents shall
not have any right to enter the Premises without having given Tenant at least
twenty-four (24) hours prior notice of such entry, but no such notice shall be
required in cases of emergency involving an imminent risk to persons or property
or in cases of access to the electrical rooms as provided in Section 16.3. When
reasonably necessary, Landlord may temporarily close entrances, doors,
corridors, or other facilities without liability to Tenant by reason of such
closure and without such action by Landlord being construed as an eviction of
Tenant or as relieving Tenant from the duty of observing and performing any of
the provisions of this Lease; provided that Landlord, whenever reasonably
practical, shall give Tenant notice of any such closure. Landlord shall have the
right to enter the Premises for the purpose of showing the Premises to
prospective tenants within one hundred twenty (120) days prior to the Expiration
Date or sooner termination of the Lease Term. Landlord shall not be liable for
the consequences of admitting by passkey, or refusing to admit to the Premises,
Tenant or Tenant's employees, agents, guests, invitees and/or licensees.
Landlord shall indemnify and hold Tenant harmless
from and against all loss, cost, expense, claim or damage arising from any
negligent act or omission of any employee, agent or invitee of Landlord while in
the Premises.
16.2 EXERCISE FACILITIES AND UTILITIES AND TELEPHONE
EQUIPMENT ROOMS
Landlord has retained exclusive use of, and does not
lease to Tenant, the water heater room adjacent to the exercise facilities, both
located in Building 2, as outlined on the site plan attached hereto as EXHIBIT
B-2. Landlord will have access through the Premises on an as-needed basis only
to the telephone equipment room, the water heater room and the utility room
adjacent to the water heater room. Landlord's access to such rooms will be
limited to Landlord's technical, maintenance and security personnel. Landlord's
access to the utility room will be for the purpose of reading meters, performing
required maintenance, and
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observing the security panel located therein. During the period of shared access
to the telephone equipment room, if either Landlord or Tenant determines that
any repairs, modifications or alterations are necessary in the telephone
equipment room, the party making such determination may make such repairs,
modifications or alterations only after receiving the written approval of the
other party, which party shall not unreasonably withhold or delay such approval.
Landlord agrees to use commercially reasonable best efforts to comply with all
reasonable requests of Tenant to assist Tenant in Tenant's installation of its
Telephone Switching Equipment and systems in the Premises. Landlord and
Landlord's employees and agents shall not have access to the exercise facilities
through the Premises.
Tenant and its employees will have the right to
access to and use of the exercise room. Landlord shall be responsible for the
maintenance of the exercise equipment and such maintenance costs shall be
included in the Operating Costs referenced in Section 1.11.2 above.
16.3 ELECTRICAL ROOM
Landlord has retained use of, and does not lease to
Tenant, the electrical room located in Building 2, as outlined on the site plan
attached hereto as EXHIBIT B-2. Landlord agrees to use commercially reasonable
best efforts to comply with all reasonable requests of Tenant to assist Tenant
in Tenant's installation of its wiring and connections for computer and
electrical equipment required by Tenant for the operation of its business in the
Premises. Landlord will share use of the electrical room with Tenant. The costs
and expenses that are paid or incurred by Landlord for maintaining, operating
and repairing the electrical room will be included within Operating Costs to be
shared by Tenant under this Lease. In addition, each party shall defend and
indemnify the other party and save the other party harmless from and against any
and all liability, damages, costs or expenses, including reasonable attorneys'
fees, arising from any act, omission or negligence of the indemnifying party or
its employees or agents arising from such party's use of or access to the
electrical room. Tenant shall permit Landlord and Landlord's employees and
agents to enter into, upon and through the Premises, at all times required by
Landlord, for ingress and egress to and from the electrical room. Landlord's
access through the Premises to the electrical room will be limited to Landlord's
technical, maintenance and security personnel. Such access shall be on an
as-needed basis only.
17. INSURANCE
17.1 FIRE AND EXTENDED COVERAGE INSURANCE ON TENANT'S
PERSONAL PROPERTY AND FIXTURES
At all times during the Lease Term, Tenant shall keep
in force at Tenant's sole cost and expense All Direct Cause of Loss coverage in
companies reasonably acceptable to Landlord, equal to the full replacement cost
of Tenant's fixtures, furnishings, equipment and contents upon the Premises.
Landlord shall be named as an additional insured on all such policies.
At all times during the Lease Term, Landlord shall
keep in force All Direct Cause of Loss coverage in an amount equal to the full
replacement cost of the Complex in amounts and with companies acceptable to
Landlord in the exercise of prudent business practices. Tenant acknowledges that
it will pay its proportionate share of such insurance pursuant to Sections
1.11.2 and 6 and Tenant will be named an additional insured on such policies.
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17.2 LIABILITY INSURANCE
Tenant shall, during the Lease Term, keep in full
force and effect a policy of public liability and property damage insurance with
respect to the Premises and the business operated by Tenant in the Premises,
with a combined single limit for personal or bodily injury and property damage
of not less than One Million Dollars ($1,000,000). The policy shall name Tenant
as insured, and Landlord as an additional insured and shall contain a clause
that the insurer will not cancel or change the insurance without first giving
Landlord thirty (30) days' written notice. The insurance shall be provided by an
insurance company approved by Landlord and a copy of the policy or a certificate
of insurance shall be delivered to Landlord. All public liability, property
damage and other liability policies shall be written as primary policies, not
contributing with and not in excess of coverage which Landlord may carry. All
such policies shall contain a provision that Landlord, although named as an
additional insured, shall nevertheless be entitled to recover under said
policies for any loss occasioned to Landlord, Landlord's employees and/or agents
by reason of the negligence of Tenant. All such insurance shall specifically
insure the performance by Tenant of the indemnity agreement as to liability for
injury to or death of persons or injury or damage to property as contained in
Section 20. Any insurance (whether liability or casualty) required by the terms
of this Lease to be carried by Tenant may be carried under a blanket policy (or
policies) covering other properties of Tenant or its related or affiliated
corporations, or both; provided, however, that Tenant provide Landlord evidence
reasonably satisfactory to Landlord that (a) Landlord is named as an additional
insured on such policy or policies and (b) the coverage under such policy or
policies is sufficient to cover the limits required herein.
17.3 LANDLORD'S LIABILITY INSURANCE
At all times during the term of this Lease, Landlord
shall maintain in full force and effect comprehensive public liability insurance
with minimum limits of One Million Dollars ($1,000,000) for injury to or death
of one or more persons in any one occurrence and One Million Dollars
($1,000,000) for damage to or destruction of property in any one occurrence. Any
insurance (whether liability or casualty) required by the terms of this Lease to
be carried by Landlord may be under a blanket policy (or policies) covering
other properties of Landlord and/or its related or affiliated entities.
17.4 LENDER
Any mortgage lender interested in any part of the
Buildings or Premises may, at Landlord's option, be afforded coverage under any
policy required to be secured by Tenant hereunder, by use of a mortgagee's
endorsement to the policy or policies.
18. DAMAGE OR DESTRUCTION
If the Premises or all or part of the Complex shall be
destroyed or rendered untenantable, either wholly or in part, by fire or other
unavoidable casualty such that Tenant cannot reasonably continue to carry out
its normal business activities from the Premises until such damage is repaired,
which repairs Landlord's Architect reasonably believes can be repaired within
one hundred eighty (180) days from the casualty, and provided such repairs do
not actually require more than two hundred ten (210) days from the date of the
casualty to be completed, then this Lease shall not terminate. Otherwise, either
party may, by written notice to the other, either (a) terminate this Lease
within sixty (60) days after (i) such casualty or (ii) the end of such two
hundred
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ten (210) day period, as applicable, or (b) keep this Lease in effect, in which
case Landlord shall restore the Premises to their previous condition; provided
during such restoration Basic Rent and Additional Rent shall be abated in the
same proportion as the untenantable portion of the Premises bears to the whole
thereof; and provided further if the damage is due directly or indirectly to the
fault or neglect of Tenant or Tenant's employees, agents, guests, invitees
and/or licensees, there shall be no abatement of Rent. Landlord shall not be
required to repair or restore fixtures, improvements or other property of
Tenant.
19. WAIVER OF SUBROGATION
Whether the loss or damage is due to the negligence of either
Landlord of Tenant, their employees or agents, or any other cause, Landlord and
Tenant do each herewith and hereby release and relieve the other and any other
Tenant, its employees and agents from responsibility for, and waive their entire
claim of recovery (including deductible amounts under the policies of insurance
referred to below) for, any loss or damage to the real or personal property of
either located anywhere in the Buildings arising out of or incident to the
occurrence of any of the perils which are covered and paid by their respective
insurance policies, with extended coverage endorsements, that each of them is
required to carry under this Lease (regardless of whether such coverage is
actually in effect). Each party shall cause its insurance carriers to consent to
such waiver and to waive all rights of subrogation against the other party.
20. INDEMNIFICATION
Subject to Section 19, Tenant shall defend and indemnify
Landlord and save Landlord harmless from and against any and all liability,
damages, costs or expenses, including attorneys' fees, arising from any act,
omission or negligence of Tenant or Tenant's employees, agents, guests, invitees
and/or licensees in or about the Premises, the Common Area and the Parking Area,
or arising from any breach or default under this Lease by Tenant, or arising
from any accident, injury or damage, howsoever and by whomsoever caused, to any
person or property, occurring in or about the Premises, the Common Area and the
Parking Area, provided that the foregoing provision shall not be construed to
make Tenant responsible for loss, damage, liability or expense resulting from
injuries to third parties caused by the negligence of Landlord or Landlord's
employees, agents and/or invitees.
Landlord shall not be liable for any loss or damage to person
or property sustained by Tenant or other persons, which may be caused by the
buildings or the Premises, or any appurtenances thereto, being out of repair, or
the bursting or leakage of any water, gas, sewer or steam pipe, or by theft, or
by any food born or contagious illness; or by any act, omission or neglect of
any Tenant or occupant, including the Cafeteria and its employees and agents, or
other person, or by any other cause of whatsoever nature except to the extent
that Tenant's loss is caused by the gross negligence, willful misconduct or
willful omission of Landlord or Landlord's employees or agents. Tenant agrees to
use and occupy the Premises, the Common Area and the Parking Area at Tenant's
own risk and, except as specifically set forth in the preceding sentence, hereby
releases Landlord, Landlord's employees and/or agents from all claims for any
damage or injury to the fullest extent permitted by law.
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21. ASSIGNMENT AND SUBLETTING
Subject to the terms set forth herein, Tenant shall not
assign, transfer, mortgage or encumber this Lease nor sublet the whole or any
part of the Premises without first obtaining Landlord's written consent, which
consent may be withheld or conditioned in Landlord's sole reasonable discretion.
Any consent granted by Landlord shall require that such subtenant or assignee
consent to be bound by all of the terms and conditions of this Lease. No such
assignment or subletting shall relieve Tenant of any liability under this Lease
regardless of whether such liability arises by or through Tenant. Assignment or
subletting shall not operate as a waiver of the necessity for a written consent
to any subsequent assignment or subletting, and the terms of such consent shall
be binding upon any person holding by, under or through Tenant. Landlord may, at
Landlord's election, collect rent directly from such assignee or subtenant.
If Tenant is a corporation, then any transfer of this Lease by
operation of law, merger, consolidation or liquidation shall constitute an
assignment for the purpose of this Section; provided, however, that as long as
Tenant is a publicly owned company, Landlord's consent to an assignment of this
Lease will not be required as a result of merger, consolidation or liquidation,
or any change in the ownership of, or power to vote, the majority or controlling
interest of Tenant's outstanding voting stock unless (a) such change is the
result of any reorganization or merger by which the Tenant's rights under this
Lease are transferred to a subsidiary or affiliate or any other entity in which
Tenant has controlling interest (in which case Tenant agrees to guaranty
performance under this Lease and upon receipt of such guaranty, in form and
content satisfactory to Landlord, Landlord's consent will automatically be
deemed to be given) or (b) such change results from Tenant's merger with, or
purchase by, any competitor of Landlord.
In the event Tenant should desire to assign this Lease or
sublet the Premises or any part hereof, Tenant shall give Landlord written
notice at least thirty (30) days in advance of the date on which Tenant desires
to make such assignment or sublease, which notice shall specify: (a) the name
and business of the proposed assignee or sublessee, (b) the amount and location
of the space affected, (c) the proposed effective date and duration of the
subletting or assignment, and (d) the proposed rental to be paid to Tenant by
such sublessee or assignee. Landlord shall then have a period of fifteen (15)
days following receipt of such notice within which to notify Tenant in writing
that Landlord elects either (i) to permit Tenant to assign or sublet such space,
in which event if the proposed rental rate between Tenant and sublessee is
greater than the Rent payable under this Lease, then such excess rental shall be
deemed Additional Rent owed by Tenant to Landlord under this lease, and the
amount of such excess, including any subsequent increases due to escalation or
otherwise, shall be paid by Tenant to Landlord in the same manner than Tenant
pays the Rent hereunder and in addition thereto, or (ii) to withhold consent to
Tenant's assignment or subleasing such space and to continue this Lease in full
force and effort as to the entire Premises.
22. SIGNS
Tenant shall not inscribe any inscription, or post, place or
in any manner display any sign, notice, picture, placard or poster or any
advertising matter whatsoever, anywhere in or about the Premises or the
Buildings at places visible (either directly or indirectly as an outline or
shadow on a glass pane) from anywhere outside the Premises without first
obtaining Landlord's written consent thereto which consent shall not be
unreasonably withheld or delayed. Tenant shall have the right to place signage
on the north wall of Building 1 below the Landlord's signage and subject to
Landlord's approval as set forth in this section. It is understood and
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agreed that Landlord's signage may be more prominent than Tenant's signage
Tenant shall deliver to Landlord drawings or plans showing any such sign prior
to its installation. Any such consent by Landlord shall be upon the
understanding and condition that Tenant will remove the same at the Expiration
Date or sooner termination of the Lease Term and Tenant shall repair any damage
to the Premises or the Building caused thereby.
23. LIENS AND INSOLVENCY
Tenant shall keep the Premises and the Complex free from any
liens arising out of any work performed and materials ordered or obligations
incurred by Tenant, and Tenant does hereby indemnify and hold Landlord harmless
from any liability arising from such lien. In the event any lien is filed
against the Complex, the Property described on EXHIBIT A or the Premises by any
person claiming by, through or under Tenant, Tenant shall promptly, upon request
of Landlord and at Tenant's sole costs and expense, furnish to Landlord a bond
in form, content and amount, and issued by a surety, satisfactory to Landlord,
in its sole discretion, indemnifying Landlord, the Property and the Complex
against any liability, costs and expenses, including, without limitation,
attorneys' fees, which Landlord may incur as a result thereof. Provided such
bond has been furnished, and after written notice to Landlord, Tenant may
contest any such lien by appropriate proceedings conducted in good faith and
with due diligence, at Tenant's sole cost and expense, if and only if such
proceedings suspend the collection of any amount claimed from Landlord, Tenant,
the Property and the Premises, and neither the Property, the Complex nor the
Premises (or any part thereof) is or will be in danger of being sold, forfeited
or lost.
24. DEFAULTS
24.1 EVENTS OF DEFAULT
The following events are referred to, collectively,
as "Events of Default" or, individually, as an "Event of Default":
(a) Tenant defaults in the due and punctual payment of Rent, and such
default continues for five (5) days after written notice from Landlord delivered
by hand to Tenant's last known address or via facsimile to Tenant's last known
facsimile number, however, Tenant will not be entitled to more than one (1)
written notice for monetary defaults during any twelve (12) month period, and if
after such written notice any Rent is not paid within five (5) days of when due,
an Event of Default will be considered to have occurred without further notice:
(b) This Lease or the Premises or any part of the Premises are taken
upon execution or by other process of law directed against Tenant, or are taken
upon or subject to any attachment by any creditor of Tenant or claimant against
Tenant, and the attachment is not discharged or disposed of within thirty (30)
days after its levy.
(c) Tenant is insolvent or files a petition in bankruptcy or insolvency
or for reorganization or arrangement under the bankruptcy laws of the United
States or under any solvency act of any state, or admits the material
allegations of any such petition by answer or otherwise, or is dissolved or
makes an assignment for the benefit of creditors;
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(d) Involuntary proceedings under any such bankruptcy law or insolvency
act or for the dissolution of Tenant are instituted against Tenant, or a
receiver or trustee is appointed for all or substantially all of the property of
Tenant, and such proceeding is not dismissed or such receivership or trusteeship
vacated within sixty (60) days after such institution or appointment; or
(e) Tenant breaches any of the other agreements, terms, covenants or
conditions that this Lease requires Tenant to perform, and such breach continues
for a period of thirty (30) days after written notice from Landlord to Tenant
or, if such breach cannot be cured reasonably within such thirty (30) day
period, if Tenant fails to diligently commence to cure such breach within thirty
(30) days after written notice from Landlord and to complete such cure within a
reasonable time thereafter.
Notice as required herein shall be delivered in compliance with provisions of
Section 30.
24.2 LANDLORD'S REMEDIES
If any one or more Events of Default set forth in
Section 24.1 occur, then Landlord has the right, at its election:
(a) To give Tenant written notice by hand delivery to Tenant's last
known address or via facsimile to Tenant's last known facsimile number of
Landlord's intention to terminate this Lease on the earliest date permitted by
law or on any later date specified in such notice, in which case Tenant's right
to possession of the Premises will cease and this Lease will be terminated,
except as to Tenant's liability, as if the expiration of the term fixed in such
notice were the end of the term;
(b) Without further demand or notice, to reenter and take possession of
the Premises or any part of the Premises, repossess the same, expel Tenant and
those claiming through or under Tenant, and remove the effects of both or
either, using such force for such purposes as may be necessary, without being
liable for prosecution, without being deemed guilty of any manner of trespass
and without prejudice to any remedies for arrears of monthly rent or other
amounts payable under this Lease or as a result of any preceding breach of
covenants or conditions; or
(c) Without further demand or notice to cure any Event of Default and
to charge Tenant for the cost of effecting such cure, including, without
limitation, reasonable attorneys' fees and interest on the amount so advanced at
the rate of ten percent (10%) per annum, provided that Landlord will have no
obligation to cure any such Event of Default of Tenant.
Should Landlord elect to reenter as provided in (b), or should Landlord
take possession pursuant to legal proceedings or pursuant to any notice provided
by law, Landlord may, from time to time, without terminating this Lease, relet
the Premises or any part of the Premises in Landlord's or Tenant's name, but for
the account of Tenant, for such term or terms (which may be greater or less than
the period that would otherwise have constituted the balance of the term) and on
such conditions and upon such other terms (which may include concessions of free
rent and alteration and repair of the Premises) as Landlord, in its reasonable
discretion, may determine, and Landlord may collect and receive the Rent.
Landlord will in no way be responsible or liable for any failure to relet the
Premises, or any part of the Premises, or for any failure to collect any Rent
due upon such reletting. No such reentry or taking possession of the Premises by
Landlord will be construed as an election on
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Landlord's part to terminate this Lease unless a written notice of such
intention is given to Tenant. No written notice from Landlord under this Section
24.2 or under a forcible or unlawful entry and detainer statute or similar law
will constitute an election by Landlord to terminate this Lease unless such
notice specifically so states. Landlord reserves the right following any such
reentry or reletting to exercise its right to terminate this Lease by giving
Tenant such written notice, in which event this Lease will terminate as
specified in such notice.
24.3 CERTAIN DAMAGES
In the event that Landlord does not elect to
terminate this Lease as permitted in Section 24.1(a), but on the contrary elects
to take possession as provided in Section 24.2(b), Tenant shall pay to Landlord
monthly Rent and other sums as provided in this Lease that would be payable
under this Lease if such repossession had not occurred, less the net proceeds,
if any, of any reletting of the Premises after deducting all of Landlord's
reasonable expenses in connection with such reletting, including, without
limitation, all repossession costs, brokerage commissions, attorneys' fees,
expenses of employees, alteration and repair costs and expenses of preparation
for such reletting. If, in connection with any reletting, the new lease terms
extends beyond the existing term, or the Premises covered by such new lease
include other premises not part of the Premises, a fair apportionment of the
rent received from such reletting and the expenses incurred in connection with
such reletting as provided in this Section 24.3 will be made in determining the
net proceeds from such reletting, and any rent concessions will be equally
apportioned over the term of the new lease. Tenant shall pay such rent and other
sums to Landlord monthly on the day on which the monthly Rent would have bean
payable under this Lease if possession had not been retaken, and the Landlord
will be entitled to receive such rent and other sums from Tenant on each such
day. Landlord will attempt to mitigate damages arising from an Event of Default
by making reasonable efforts to relet the Premises in whole or in part.
24.4 CONTINUING LIABILITY AFTER TERMINATION
If this Lease is terminated on account of the
occurrence of an Event of Default, Tenant will remain liable to Landlord for
damages in an amount equal to monthly Rent and other amounts that would have
been owing by Tenant for the balance of the term had this Lease not been
terminated, less the net proceeds, if any, of any reletting of the Premises by
Landlord subsequent to such termination, after deducting all of Landlord's
expenses in connection with such reletting, including, without limitation, the
expenses enumerated in Section 24.3. Landlord will be entitled to collect such
damages from Tenant monthly on the day on which monthly Rent and other amounts
would have been payable under this Lease if this Lease had not been terminated,
and Landlord will be entitled to receive such monthly Rent and other amounts
from Tenant on each such day. Alternatively, at the option of Landlord, in the
event this Lease is so terminated, Landlord will be entitled to recover against
Tenant as damages for loss of the bargain and not as penalty.
(a) The worth at the time of award of the unpaid Rent that had been
earned at the time of termination;
(b) The worth at the time of award of the amount by which the unpaid
Rent that would have been earned after termination until the time of award
exceeds the amount of such rental loss that Tenant proves could have been
reasonably avoided;
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(c) The worth at the time of award of the amount by which the unpaid
Rent for the balance of the term of this Lease (had the same not been so
terminated by Landlord) after the time of award exceeds the amount of such
rental loss that Tenant proves could be reasonably avoided; and
(d) Any other amount necessary to compensate Landlord for all the
detriment proximately caused by Tenant's failure to perform its obligations
under this Lease or, in the ordinary course of business, likely to result
therefrom.
The "Worth at the time of award" of the amounts referred to in (a) and
(b) above is computed by adding interest at the interest rate of ten percent
(l0%) per annum on the termination date from the termination date until the time
of the award. The "worth at the time of award" of the amount referred to in (c)
above is computed by discounting such amount at the discount rate of the Federal
Reserve Bank of Seattle, Washington, at the time of award plus one percent (1%).
24.5 CUMULATIVE REMEDIES
Any suit or suits for the recovery of the amounts and
damages set forth in Sections 24.3 and 24.4 may be brought by Landlord, from
time to time, at Landlord's election, and nothing in this Lease will be deemed
to require Landlord to await the date upon which this Lease or the term would
have expired had there occurred no Event of Default. Each right and remedy
provided for in this Lease is cumulative and is in addition to every other right
or remedy provided for in this Lease or now or hereafter existing at law or in
equity or by statute or otherwise, and the exercise or beginning of the exercise
by Landlord of any one or more of the right or remedies provided for in this
Lease or now or hereafter existing at law or in equity or by statute or
otherwise will be preclude the simultaneous or later exercise by Landlord of any
or all other rights or remedies provided for in this Lease or now or hereafter
existing at law or in equity or by statute or otherwise. All costs incurred by
Landlord in collecting any amounts and damages owing by Tenant pursuant to the
provisions of this Lease or to enforce any provision of this Lease, including
reasonable attorneys' fees from the date any such matter is turned over to an
attorney, whether or not one or more actions are commenced by Landlord, will
also be recoverable by Landlord from Tenant.
25. PRIORITY
This Lease will be subordinate to any mortgage or deed of
trust now existing upon the Premises or the Property and to any and all advances
to be made thereunder, and to interest thereon, and all renewals, replacements
or extensions thereof. Tenant agrees to subordinate its interest in the Premises
and under this Lease to the lien of a future mortgage or deed of trust which
secures a loan to Landlord for the benefit of the Complex or Premises (or a loan
to refinance such a loan), and further agrees to attorn to the holder of such
mortgage or such deed of trust, provided that the holder of such mortgage or
deed of trust delivers to Tenant a non-disturbance and providing that so long as
Tenant is not in default under this Lease, Tenant's possession of the Premises
and rights under this Lease shall not be effected by a foreclosure, a deed in
lieu of foreclosure or any other post-default remedy or proceeding under such
mortgage or deed of trust.
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26. NONWAIVER
Waiver by Landlord of any breach of any term, covenant or
condition herein contained shall not be deemed to be a waiver of such term,
covenant or condition, or of any subsequent breach of the same or any other
term, covenant or condition herein contained. The subsequent acceptance of Rent
by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant
of any term, covenant or condition of this Lease, other than the failure of
Tenant to pay the particular Rent so accepted, regardless of Landlord's
knowledge of such preceding breach at the time of acceptance of such Rent.
27. SURRENDER OF POSSESSION
Upon the Expiration Date or sooner termination of the Lease
Term, whether by lapse of time or otherwise, Tenant shall promptly and
peacefully surrender the Premises to Landlord.
28. HOLDOVER
If Tenant shall, with the written consent of Landlord, hold
over after the Expiration Date of the Lease Term, Tenant shall be deemed to be
occupying the Premises on a month-to-month tenancy, which tenancy may be
terminated as provided by the laws of the State of Washington. During such
tenancy, Tenant agrees to pay to Landlord twice the Basic Rent as set forth
herein, plus Additional Rent unless a different rate shall be agreed upon, and
to be bound by all of the terms, covenants and conditions herein specified, so
far as applicable.
29. CONDEMNATION
If all of the Premises, or such portions of Building 1 or
Building 2 as may be required for the reasonable use of the Premises, are taken
by eminent domain, this Lease shall automatically terminate as of the date
Tenant is required to vacate the Premises and all Rent shall be paid to that
date. In case of a taking of a part of the Premises, or a portion of Building 1
or Building 2 not required for the reasonable use of the Premises, then this
Lease shall continue in full force and effect and the Rent shall be equitably
reduced based on the proportion by which Tenant's Percentage of the Complex is
reduced, such Rent reduction to be effective as of the date possession of such
portion is delivered to the condemning authority. Landlord reserves all rights
to damage to the Premises for any taking by eminent domain, and Tenant hereby
assigns to Landlord any right Tenant may have to such damages or award, and
Tenant shall make no claim against Landlord for damages for termination of the
leasehold interest or interference with Tenant's business. Tenant shall have the
right, however, to claim and recover from the condemning authority compensation
for any loss to which Tenant may be put for Tenant's moving expenses, provided
that such damages may be claimed only if they are awarded separately in the
eminent domain proceedings and not as part of the damages recoverable by
Landlord.
30. NOTICES
Any notices, consents, approvals, elections, submissions,
requests or demands required or permitted to be given under this Lease or
pursuant to any law or governmental regulation by Landlord to Tenant or by
Tenant to Landlord shall be in writing (whether or not expressly so provided)
and shall be deemed received and effective five (5) days after being deposited
in the United States mail, registered or certified mail, return receipt
requested, postage prepaid or one (1) business day after being sent by overnight
express mail or nationally recognized courier service (e.g. Federal Express) to
Landlord or Tenant, at the respective addresses set forth below or such other
addresses as either party may designate by notice to the other from time to
time. In
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lieu of registered or certified mail, and in any event during any period of
postal strike or other interference with the mails, any notice may be given by
personal delivery with a receipt signed by the person served or by any person
authorized by law to serve process in the jurisdiction where such service is
accomplished and shall be effective when received. The address for notices to
Landlord shall be Spokane Teachers Credit Union, 0000 X. Xxxxxx Xx., Xxxxxxx
Xxxx, Xxxxxxxxxx 00000. The address for notices to Tenant shall be: Spectrum
Integrated Services, Inc. d/b/a Software Spectrum,. Attn.: Facilities Director
at 0000 Xxxxxxx Xx., Xxxxxxx, Xxxxx, 00000 and copy to General Counsel at the
same address.
31. COSTS AND ATTORNEYS' FEES
If Tenant or Landlord shall take any action for any relief
against the other, declaratory or otherwise, arising out of this Lease,
including any suit by Landlord for the recovery or rent or possession of the
Premises, the losing party shall pay the successful party a reasonable sum for
attorneys' fees and costs in such action, at trial and on appeal, and such
attorneys' fees and costs shall be deemed to have accrued on the commencement of
such action.
In the event Tenant requests Landlord's consent to any
assignment or sublease hereunder or to any modification or amendment of this
Lease, then Tenant shall pay reasonable attorneys' fees incurred by Landlord in
connection with Landlord's review of such request and preparation of any
documents required to evidence Landlord's consent, if granted.
32. LANDLORD'S LIABILITY
Anything in this Lease to the contrary notwithstanding,
covenants, undertakings and agreements herein made on the part of Landlord are
made and intended not as personal covenants, undertakings and agreements or for
the purpose of binding Landlord personally or the assets of Landlord except
Landlord's interest in the Premises and the Complex, but are made and intended
for the purpose of binding only Landlord's interest in the Premises and Complex,
including, but not limited to, any and all net consideration received by
Landlord from the sale of all or any portion thereof, and all net insurance and
condemnation proceeds paid to Landlord in connection therewith. No personal
liability or personal responsibility is assumed by, or shall at any time be
asserted or enforceable against, Landlord or Landlord's heirs, legal
representatives, successors or assigns on account of this Lease or on account of
any covenant, undertaking or agreement of Landlord contained in this Lease.
33. ESTOPPEL CERTIFICATES
Tenant shall, from time to time upon written request of
Landlord, execute, acknowledge and deliver to Landlord or Landlord's designee a
written statement stating: the date of this Lease was executed and the date it
expires; the date Tenant entered into occupancy of the Premises; the amount of
Basic Rent and Additional Rent and the date to which such Rent has been paid;
and certifying (to the extent that the same is true and correct): that this
Lease is in full force and effect and has not been assigned, modified,
supplemented or amended in any way (or specifying the date of agreement so
effecting this Lease); that this Lease represents the entire agreement between
the parties as to this leasing; that any conditions under this Lease to be
performed by Landlord have been satisfied; that any required contributions by
Landlord to Tenant on account of Tenant's improvements have been received; that
there are no existing defenses or offsets which Tenant has against the
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enforcement of this Lease by Landlord; that no Rent has been paid in advance;
and stating the amount of the Security Deposit paid to Landlord. It is intended
that any such statement may be relied upon by a prospective purchaser of
Landlord's interest or a mortgagee of Landlord's interest or assignee of any
mortgage upon Landlord's interest in the Property. If Tenant shall fail to
respond within ten (10) business days of receipt by Tenant of a reasonable
written request by Landlord as herein provided, Tenant shall be deemed to have
given such certificate as above provided without modification and shall be
deemed to have admitted the accuracy of any information supplied by Landlord to
a prospective purchase or mortgagee and that this Lease is in full force and
effect, that there are no uncured defaults in Landlord's performance; that the
Security Deposit is as stated in this Lease and that not more than one month's
Rent has been paid in advance.
34. TRANSFER OF LANDLORD'S INTEREST
This Lease shall be assignable by Landlord without the consent
of Tenant. In the event of any transfer or transfers of Landlord's interest in
the Premises or the Property, other than a transfer for security purposes only,
the transferor shall be automatically relieved of any and all obligations and
liabilities on the part of Landlord accruing from and after the date of such
transfer and Tenant agrees to attorn to the transferee.
35. RIGHT TO PERFORM
If Tenant shall fail to pay any sum of money, other than Rent,
required to be paid by Tenant hereunder or shall fail to perform any other act
on Tenant's part to be performed hereunder, and such failure shall continue for
ten (10) business days after notice thereof by Landlord, Landlord may, but shall
not be obligated so to do, and without waiving or releasing Tenant from any
obligations of Tenant, make any such payment or perform any such other act on
Tenant's part to be made or performed as provided in this Lease. Landlord shall
have (in addition to any other right or remedy of Landlord) the same rights and
remedies in the event of the nonpayment of sums due under this Section as in the
case of default by Tenant in the payment of Rent.
36. EXECUTION OF LEASE BY LANDLORD
The submission of this document for examination and
negotiation does not constitute an offer to lease, or a reservation of or option
for the Premises, and this document shall become effective and binding only upon
execution and delivery by Landlord. No act or omission of any employee or agent
of Landlord or of Landlord's broker shall alter, change or modify any of the
provisions hereof.
37. GENERAL
37.1 TITLES
The title to sections of this Lease are not a part of
this Lease and shall have no effect upon the construction or interpretation of
any part hereof.
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37.2 GOVERNING LAW
This Lease shall be construed and governed by the
laws of the State of Washington. Spokane County Superior Court shall be the
venue for any lawsuit or other legal proceedings.
37.3 BINDING EFFECT
All of the covenants, agreements, terms and
conditions contained in this Lease shall apply to and be binding upon Landlord
and Tenant and their respective heirs, executors, administrators, successors and
assigns.
37.4 NO BROKER ENGAGED BY TENANT
Tenant represents and warrants to Landlord that
Tenant has not engaged any broker, finder or other person who would be entitled
to any commission or fee in respect of the negotiation, execution or delivery of
this Lease and shall indemnify and hold harmless Landlord against any loss,
cost, liability or expense incurred by Landlord as a result of any claim
asserted by any such broker, finder or other person on the basis of any
arrangements or agreements made or alleged to have been made by or on behalf of
Tenant.
37.5 ENTIRE AGREEMENT
This Lease contains all covenants and agreements
between Landlord and Tenant relating in any manner to the lease, use and
occupancy of the Premises and other matters set forth in this Lease. No prior
agreements or understanding pertaining to the same shall be valid or of any
force or effect and the covenants and agreements of this Lease shall not be
altered, modified or added to except in writing signed by Landlord and Tenant.
37.6 VALIDITY
Any provision of this Lease which shall prove to be
invalid, void or illegal shall in no way affect, impair or invalidate any other
provision hereof and the remaining provisions hereof shall nevertheless remain
in full force and effect.
37.7 INTEREST
Any Rent or other sums payable by Tenant to Landlord
which shall not be paid within fifteen (15) days after the due date thereof
shall bear interest from the date tenant received notification that such sums
are past due at the Default Rate calculated from the date of delinquency to the
date of payment.
37.8 INTERPRETATION
This Agreement and each of the terms and provisions
hereof are deemed to have been explicitly negotiated between the parties, and
the language in all parts of this Agreement shall, in all cases, be construed
according to its fair meaning and not strictly for or against either party.
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37.9 AUTHORIZATION
If Tenant is a corporation or partnership, Tenant
represents and warrants that the execution, delivery and performance of this
Lease have been duly authorized by all necessary persons. The officer or partner
executing this Lease on behalf of Tenant further individually represents and
warrants that he or she is duly authorized to execute and deliver this Lease to
Landlord on behalf of Tenant.
37.10 NO RECORDING
Tenant shall not record this Lease or any notice or
memorandum thereof in the records of the county auditor without Landlord's prior
written consent.
37.11 REPLACEMENT AND CANCELLATION OF PRIOR LEASE.
In entering into this Lease, the parties do hereby
agree that on the effective date and after full execution of this Lease, that
certain Lease, dated May 1st, 1998, between Landlord and Tenant for the Premises
shall automatically terminate in advance of its Termination Date and shall have
no further force or effect, without penalty. Although this will replace the
prior Lease, there shall be no transfer of benefits, obligations or
interpretations carried forward to this Lease unless they are specifically
included herein.
[The remainder of this page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have executed this Lease as of
the day and year first above set forth.
LANDLORD: SPOKANE TEACHERS CREDIT UNION
By: /s/ XXXXXX X. XXXXXXXXX
----------------------------
(signature)
Xxxxxx X. Xxxxxxxxx
----------------------------
(print name)
Title: President
----------------------------
TENANT: SPECTRUM INTEGRATED SERVICES, INC.,
D/B/A SOFTWARE SPECTRUM
By: /s/ XXXXXX X. XXXXXX
----------------------------
(signature)
Xxxxxx X. Xxxxxx
----------------------------
(print name)
Title: Vice President
----------------------------
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STATE OF WASHINGTON )
) ss
County of Spokane )
On this 10th day of March, 2000, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn,
personally appeared Xxxxxx X. Xxxxxxxxx to me known to be the person who signed
as of SPOKANE TEACHERS CREDIT UNION, the entity that executed the within and
foregoing instrument, and acknowledged said instrument to be the free and
voluntary act and deed of said entity for the uses and purpose therein
mentioned, and on oath that he was duly elected, qualified and acting as said
officer of said entity, that he was authorized to execute said instrument and
that the seal affixed, if any, is the seal of said entity.
IN WITNESS WHEREOF I have hereunto set my hand and official seal the
day and year first above written.
/s/ XXXXX X. XXXXX
----------------------------------
Xxxxx X. Xxxxx
Notary Public in and for the State of
Washington, residing at Spokane
My Commission expires: 9/15/00
------------
STATE OF TEXAS )
) ss
County of Dallas )
On this 14th day of March, 2000, before me, the undersigned, a Notary
Public in and for the State of Texas, duly commissioned and sworn, personally
appeared Xxxxxx X. Xxxxxx to me known to be the person who signed as Vice
President of SPECTRUM INTEGRATED SERVICES, INC., D/B/A SOFTWARE SPECTRUM, the
corporation that executed the within and foregoing instrument, and acknowledged
said instrument to be the free and voluntary act and deed of said corporation
for the uses and purpose therein mentioned, and on oath that he was duly
elected, qualified and acting as said officer of said entity, that he was
authorized to execute said instrument and that the seal affixed, if any, is the
seal of said corporation.
IN WITNESS WHEREOF I have hereunto set my hand and official seal the
day and year first above written.
/s/ XXXXXXX X. XXXXX
-------------------------------------------
Notary Public in and for the State of
Texas, residing at Dallas County
-----------------------
My Commission expires: 9/16/02
--------------------
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EXHIBIT A, LEGAL DESCRIPTION
Parcel A:
That portion of Xxxxxx 0, Xxxxx 1, Binding Site Plan 33-92, according to Site
Plan recorded in Book 1 of Binding Site Plans, Pages 61 and 62, in Spokane
County, Washington, described as follows:
BEGINNING at the Xxxxxxxxx xxxxxx xx Xxxxxx 0 xx Xxxxxxx Xxxxxx Binding Site
Plan No. 33-92; Thence along the Westerly line of said Parcel 1 the following
five courses:
1. North 02(degree)56'04" West, 346.82 feet;
2. North 69(degree)35'51" West, 20.25 feet;
3. Northwesterly 84.12 feet along the arc of a non-tangent circular curve
concave to the Northeast said curve having a radius of 218.89 feet, a central
angle of 22(degree)01'11" and a long chord that bears North 54(degree)21'51"
West, 83.61 feet;
4. Northwesterly 13.33 feet along the arc of a circular curve concave to the
Southwest, said curve having a radius of 20.00 feet, a central angle of
38(degree)10'56" and a long chord that bears North 62(degree)26'44" West, 13.08
feet;
5. Northwesterly 18.55 feet along the arc of a circular curve concave to the
Northeast, said curve having a radius of 50.00 feet, a central angle of
21(degree)15'27" and a long chord that bears North 70(degree)54'29" West, 18.44
feet, to the Northwest corner of said Parcel 1;
Thence North 59(degree)53'21" East, along the North line of said Parcel 1,
315.86 feet;
Thence South 02(degree)56'04" East, 564.79 feet, to the Northerly right of way
line of Mission Avenue;
Thence South 87(degree)03'56" West along said right of way line, 168.66 feet to
the Point of Beginning.
Parcel B:
A Parcel of Land located in the East half of the East half of the Southwest
quarter and the West half of the West half of the Southeast quarter of Section
10, Township 25 North, Range 45 East, X.X., in Spokane County, Washington, more
particularly described as follows:
BEGINNING at the South quarter corner of said Section from which the Southeast
corner of said Section bears North 87(degree)03'56" East;
Thence North 30(degree)56'04" West, a distance of 562.49 feet to Southerly right
of way of the Chicago, Milwaukee and St. Xxxx Railroad;
Thence North 59(degree)53'21" East along said Southerly right of way, a distance
of 30.00 feet to the true point of beginning of this description;
Thence continue along said Southerly right of way North 59(degree)53'21" East, a
distance of 480.00 feet to the most Northwesterly corner of Parcel 1 of
Homestead Industrial Properties No. III, according to Binding Site Plan recorded
in Volume 1 of Binding Site Plans, Page 12;
Thence South 30(degree)56'04" East, a distance of 411.00 feet;
Thence South 68(degree)44'58" West, a distance of 486.89 feet;
Thence North 30(degree)56'04" West, a distance of 336.00 feet to the True Point
of Beginning.
Exhibit A
Page 1
30
Parcel C:
A Parcel of land located in the East half of the East half of the Southwest
quarter and the West half of the West half of the Southeast quarter of Section
10, Township 25 North, Range 45 East, X.X., in Spokane County, Washington, being
more particularly described as follows:
BEGINNING at the South quarter corner of said Section from which the Southeast
corner of said section bears North 87(degree)03'56" East;
Thence North 30(degree)56'04" West, a distance of 33.97 feet to the Northerly
right of way of Mission Avenue as it now exists 60.00 feet in width on March 27,
1979, and the True Point of Beginning;
Thence South 87(degree)03'56" West, a distance of 33.97 feet;
Thence North 30(degree)56'04" West a distance of 413.86 feet to the beginning of
a non-tangent curve concave to the Northeast from which the radius bears North
19(degree)24'09" West, a distance of 50.00 feet;
Thence Northerly along said curve through a central angle of 156(degree)56'19",
an arc distance of 136.96 feet;
Thence North 30(degree)56'04" West, a distance of 1.16 feet to the former
Southerly right of way of the Chicago, Milwaukee and St. Xxxx Railroad;
Thence North 59(degree)53'21" East, a distance of 60.00 feet;
Thence South 30(degree)56'04" East, a distance of 544.03 feet to the Northerly
right of way of said Mission Avenue;
Thence South 87(degree)03'56" West, a distance of 33.97 feet to the True Point
of Beginning;
EXCEPT that portion deeded to Spokane County for Signal Road by Right of Way
Deed recorded April 1, 1986, under Auditor's File No. 8604010235, described as
follows:
BEGINNING at the South quarter corner of said Section from which the Southeast
corner of said Section bears North 87(degree)03'56" East;
Thence North 30(degree)56'04" West, a distance of 33.97 feet to the Northerly
right of way line of Mission Avenue as it now exists 60.00 feet in width on
March 27, 1979, and the True Point of Beginning;
Thence South 87(degree)03'56" West, a distance of 33.97 feet;
Thence North 30(degree)56'04" West, a distance of 513.01 feet to the Southerly
right of way line of the Chicago, Milwaukee and St. Xxxx Railroad;
Thence North 59(degree)53'21" East, a distance of 60.00 feet;
Thence South 30(degree)56'04" East, a distance of 544.03 feet to the Northerly
right of way line of said Mission Avenue;
Thence South 87(degree)03'56" West, a distance of 33.97 feet to the True Point
of Beginning.
Parcel D:
A Parcel of Land in the South half of Section 10, Township 25 North, Range 45
East, X.X., in Spokane County, Washington, described as follows:
BEGINNING at the South quarter corner of said Section, from which the Southeast
corner of said Section bears North 87(degree)03'56" East;
Thence North 30(degree)56'04" West, a distance of 33.97 feet to the North margin
of Mission Avenue as it now exists 60 feet in width on May 27, 1980;
Exhibit A
Page 2
31
Thence North 87(degree)03'56" East, a distance of 33.97 feet to the True Point
of Beginning of this description, said point being the Southeast corner of
Parcel "B" of the Record of Survey recorded in Book 18 of Surveys, Page 27, in
the Spokane Auditor's Office;
Thence North 30(degree)56'04" West, along the East boundary of said Parcel "B",
a distance of 208.03 feet to the Southwest corner of that parcel of land
conveyed to Xxxxxxx X. Main and Norms Xxx Main, doing business as Xxxxxxx X.
Main Investment Company, by deed dated January 10, 1980, and recorded January
11, 1980, in said Auditor's Office under Auditor's File No. 0000000000;
Thence North 68(degree)44'58" East along the South boundary of said Parcel, a
distance of 486.89 feet to the Southeast corner of said Parcel;
Thence North 30(degree)56'04" West along the boundary of said Parcel and the
boundary of Parcel "A" of said Record of Survey, a distance of 25.00 feet;
Thence North 59(degree)56'27" East, a distance of 201.24 feet to the beginning
of a non-tangent curve concave to the Northeast having a radius of 50.00 feet
(to which a radial line bears South 29(degree)43'15" West);
Thence Southeasterly along said curve through a central angle of
21(degree)15'27" an arc distance of 18.55 feet to the beginning of a reverse
curve concave to the Southwest having a radius of 20.00 feet;
Thence Southeasterly along said curve through a central angle of
38(degree)10'56" an arc distance of 13.33 feet to the beginning of a reverse
curve concave to the Northeast having a radius of 218.89 feet (to which a radial
line bears South 46(degree)38'44" West);
Thence Southeasterly along said curve through a central angle of
27(degree)23'09" an arc distance of 104.62 feet;
Thence South 02(degree)56'04" East a distance of 376.22 feet to said North
margin of Mission Avenue;
Thence South 87(degree)03'56" West along said North margin, a distance of 644.25
feet to the True Point of Beginning.
EXCEPT that portion deeded to Spokane County for Mission Avenue by right of way
deed recorded October 7, 1993 under Auditor's File No. 9310070105 described as
follows:
BEGINNING at the Southeast corner of that parcel shown on the Record of Survey
recorded in Book 22 of Surveys, page 41;
Thence North 02(degree)56'04" West, along the East line of said Parcel, a
distance of 16 feet;
Thence South 87(degree)03'56" West, parallel with the South line of said Parcel,
a distance of 353.73 feet to the beginning of a curve concave to the Southeast
with a radius of 866.05 feet;
Thence Southwesterly along said curve to the South line of said Parcel;
Thence North 87(degree)03'56" East, along said South line to the Point of
Beginning.
Parcel E:
A parcel of land located in the South half of Section 10, Township 25 North,
Range 45 East, X.X., in Spokane County, Washington, described as follows:
BEGINNING at the South quarter corner of said Section from which the Southeast
corner of said Section bears North 87(degree)03'56" East;
Thence North 30(degree)56'04" West, 33.97 feet to the Northerly margin of
Mission Avenue;
Thence North 87(degree)03'56" East along said Northerly margin, a distance of
678.22 feet to a point, said point being the Southeast corner of that parcel
shown on the survey recorded in Book 22 of Surveys, Page 41;
Exhibit A
Page 3
32
Thence North 02(degree)56'04" West along the Easterly boundary of said parcel, a
distance of 376.22 feet to an angle point in the boundary of said parcel and the
True Point of Beginning of this description;
Thence continue North 02(degree)56'04" West, 0.60 feet;
Thence North 69(degree)35'51" West, 20.25 feet to a point on the Northeasterly
boundary of said parcel, said point being the beginning to a non-tangent curve
concave to the Northeast, the radius of which bears North 24(degree)37'34" East,
218.89 feet;
Thence Easterly along said curve through a central angle of 5(degree)21'58" an
arc distance of 20.50 feet to the True Point of Beginning, in Spokane County,
Washington.
Exhibit A
Page 4
33
EXHIBIT B-1
SITE PLAN OF PROPERTY
[The page contains a drawing showing a site plan of the property on which the
premises is located.]
Exhibit B-1
Page 1
34
EXHIBIT B-2
FLOOR PLAN OF PREMISES
[This page and the following page contain drawings depicting a floor plan of the
premises. The first page shows the floor plan for Building 1, and the second
page shows the floor plan for Building 2.]
Exhibit B-2
Page 1
