EXHIBIT 10.4
OFFICE RENTAL AGREEMENT
THIS Office Rental Agreement is made and entered into as of this 1st day of
January, 1999, by and between, Xxxxxx X. Xxxxx (hereinafter referred to as
Lessor), and Lenders Interactive Online Networking (LION) (hereinafter referred
to as Lessee).
WITNESSETH:
1. Premises. The Lessor does hereby Lease to Lessee, and Lessee does hereby
Lease from Lessor, those certain premises situated in the City of Spokane,
County of Spokane, State of Washington, described as follows:
Office space shown on Exhibit "A" consisting of approximately
5500 square feet net rentable area of the second floor, in the
Stonemark Office Building, located at North 0000 Xxxx Xxxxxx,
Xxxxxxx Xxxxxxxxxx 00000.
The Premises are located on the following property:
Xxxx Xxx (0), Xxx (0), Xxxxx (0), Xxxxxx (11), Twelve (12) and Thirteen
(13), Block Twenty-five (25), XXXXXXXX'X ADDITION, all being situated in the
City of Spokane, County of Spokane, State of Washington.
2. Term. The term of this Lease shall be three (3) years, commencing on the
1st day of January, 1999 and terminating on the 31st day of December, 2001.
3. Rent. The Lessee shall pay the monthly rent in advance and without notice
starting January 1, 1999 and on the first day of each subsequent calendar month
during the term of this Lease. The monthly rent shall be the sum of forty seven
hundred fifty and no/100 Dollars ($4,750.00) per month. In the event the monthly
rent is not paid within five (5) days of its due date, then there shall be due
in addition to the monthly rent, a late charge calculated at ten percent (10%)
of the delinquent monthly rent. The late charge for the month of January 1999
will be waived. The monthly rent will increase five hundred dollars ($500.00)
the first of January 2000 and another five hundred dollars ($500.00) the first
of January 2001.
4. Improvements. Lessee accepts the premises in their present condition on an
"as is" basis as of the commencement date of this Lease. Lessor shall not be
required to make any improvements whatsoever to the premises. Lessee shall be
responsible for the installation and cost to install all communication and/or
computer equipment, wiring and related expenses and indemnify the Lessor for any
charges therefore.
5. Use. The Lessee will use and occupy said premises for professional offices
and related purposes, and for no other purpose. Lessee agrees that in the
operation of the business to be conducted on said premises and in any occupancy
thereof the Lessee shall comply with all the laws, rules and regulations of the
government of the United States, State of Washington, County of Spokane, and
City of Spokane, and will do nothing volitional to increase the insurance rates
on the building. Lessee agrees not to use any machinery or equipment in the
leased premises which might be injurious to the building or which might cause
unreasonable noise or vibration which would be objectionable to other tenants.
Upon termination of the Lease, Lessee shall quit and surrender the leased
premises in as good a state and condition as
reasonable use of wear and tear thereof will permit, damage by the elements
or fire excepted.
6. Alterations and Fixtures. Lessee agrees to make no alterations of the leased
premises without Lessor's written consent. Lessor's written consent for
alterations by Lessee shall not be unreasonably withheld or delayed. For the
purpose of this Lease, alterations shall be defined to mean any addition or
modification of the leased premises. Any alterations to the leased premises
shall be made at Lessee's expense. Alterations shall become the property of
Lessor at the termination of the Lease. Upon termination of the Lease, Lessee
shall have the right to remove all movable improvements, furnishings, and trade
fixtures placed therein by Lessee which can be removed without material injury
to the premises and will repair any damage to the premises occasioned by such
removal.
7. Liability. Lessee agrees to indemnify Lessor against and save Lessor harmless
from all demands or claims, of whatsoever nature, and all reasonable expenses
incurred in or resisting the same, for injury to person, loss of life, or
investigating damage to property occurring on the leased premises or any common
areas of the building either arising out of Lessee's use and occupancy, or due
to the act or neglect of Lessee, its agents or employees. Lessee shall maintain
liability insurance on the premises in an amount not less than One Million
Dollars ($1,000,000), single limit liability.
8. Subletting and Assignments. Lessee shall not sublet all or any portion of the
space leased pursuant to this Office Rental Agreement without lessors written
permission which shall not be unreasonably withheld.
9. Waiver of Subrogation. Lessor and Lessee each mutually release the other from
every right, claim, and demand which may hereafter arise in favor of either
arising out of or in connection with any loss occasioned by fire and such other
perils as are included in the provisions of the normal extended coverage clause
of fire insurance policies, and do hereby waive all rights of subrogation in
favor of insurance carriers arising out of any such losses and sustained by
either the Lessor or the Lessee in or to the premises or any property therein.
Lessee shall insure its furniture, fixtures and equipment for 100% of the
replacement value thereof.
10. Notices. All notices to be given by the parties hereto shall be in writing
and may either be served personally or may be deposited in the United States
mail, postage prepaid, by either registered or certified mail, and if to be
given to Lessor, may be addressed to Lessor at South 0000 Xxxx Xxxx, Xxxxxxx
Xxxx, Xxxxxxxxxx 00000, or if to be given Lessee, may be addressed to Lessee at
0000 00xx Xxxxxx xxxxxxxxx, Xxxxxx Xxxxxx, XX. 00000.
11. Services and Utilities. As long as Lessee is not in default under any of the
terms, covenants, conditions, provisions or agreements of this lease and Lessee
continue to occupy the property, Lessor shall:
(a) Provide manual or automatic elevator facilities on generally accepted
business days from 5:00 a.m. to 9:00 p.m. and on Saturdays from 8:00 a.m.
to 5:00 p.m., and have one elevator available at all other times.
(b) Provide to the premises, during the time specified in Paragraph (a) hereof
(and at other times for a reasonable additional charge to be fixed by Lessor),
heating ventilation, and air conditioning (HVAC), when in the judgment of Lessee
it may be required for the comfortable occupancy of premises for general office
purposes.
(c) Furnish to the premises, during the times specified in Paragraph (a)
hereof, sufficient electric current
for lighting for general office use and the operation of copiers, computers,
computer support equipment, and related office machines.
(d) Furnish water for sinks, drinking fountains and restrooms provided by
Lessor.
(e) Provide janitorial services for the premises, three days per week,
including, but not limited to, refuse removal, dusting, vacuuming window
washing, as required, together with refuse removal, in order to keep the
premises clean and in order, provided the same are used exclusively as offices,
and are kept reasonably in order by Lessee.
(f) Lessee agrees to cooperate fully at all times with Lessor, and to abide by
all regulations and requirements which Lessor may prescribe for the proper
functioning and protection of the building HVAC, electrical and plumbing
systems.
(g) Lessor reserves the right to reduce, interrupt or cease service of the
heating, air conditioning, ventilation, elevator, plumbing, and electric
systems, when necessary, by reason of accident, emergency or governmental
regulations, or for repairs, alterations or improvements which, in the judgment
of Lessor are desirable or necessary to be made, until said repairs, alterations
or improvements shall have been completed. Lessor shall have no responsibility
for liability for any temporary failure to supply elevator facilities, plumbing,
ventilating, air conditioning or electric services, when prevented from
restoring the same by strike, lockout or accident, or by any cause whatever
beyond Lessor's reasonable control, or by laws, rules, orders, ordinances,
directions, regulations or requirements of any federal, state county or
municipal authority; provided, however Lessor shall proceed to diligently
complete such repairs, alterations and improvements, and, except when the same
must be dealt with immediately due to imminent hazard or emergency, such
repairs, alterations and improvements shall be done at a time reasonably
convenient to Lessee and shall not unreasonably interfere with Lessee's use and
enjoyment of the premises.
12. Access and Repairs. Lessor's agents shall have free access at any reasonable
time, after notice to the Lessee, for the purpose of inspection, or of making
repairs, additions or alterations to the leased premises or any property owned
by or under the control of the Lessor. When making such inspections, repairs or
alterations, Lessor shall not unreasonably interfere with Lessee's use and
enjoyment of the premises. Lessor shall maintain in good condition the
structural and exterior components of the office building. Lessor shall repair
and replace, when necessary, light fixtures (including replacement of bulbs and
fluorescent tubes) and shall maintain in good condition and repair draperies,
carpeting, windows, plumbing and the electrical systems. However, Lessor shall
not be obligated to repair or replace any fixtures or equipment installed by
Lessee, and Lessor shall not be obligated to make any repair or replacement
occasioned by any act or omission of the Lessee, its employees, agents, invitee
or licensees. The Lessor shall have ten (10) days after written notice from
Lessee to commence maintenance and repairs to the leased premises, except that
Lessor shall perform its obligations immediately if the nature of the problem
presents a hazard or emergency.
13. Default. In the event of default by the Lessee in the performance of any of
its covenants herein contained, and if such default is not cured within ten (10)
days, for a default involving failure to pay rent or thirty (30) days for other
default, after written notice to Lessee, Lessor shall have the right to re-enter
the demised premises and sublet the whole or any part thereof for the account of
the Lessee, upon such terms and conditions as Lessor may deem proper, or in the
alternative, Lessor may re-enter the premises and terminate this Lease.
Provided, however, no re-entry by the Lessor shall be deemed a termination of
this Lease until Lessor has given written notice to Lessee exercising its right
to terminate this lease.
14. Attorney's Fees. In the event of any action at law or inequity between
Lessor and Lessee to enforce any of the provisions, rights, or obligations
hereunder, the unsuccessful party to such litigation agrees to pay to the
successful party all costs and expenses, including reasonable attorney's fees
incurred therein by the successful party, and if such successful party shall
recover judgment in any such action or proceeding, such costs and expenses and
attorney's fees shall be included in and as a part of such judgment.
15. No Waiver of Covenants. Time is and shall be of the essence of this
agreement and of each and every part thereof, and any waiver by the Lessor of
any breach of the Lessee shall not be construed or considered to be a waiver of
any future similar breach nor of any other breach hereof. None of the covenants,
terms, or conditions of this Lease required to be performed by Lessee shall be
in any manner altered, waived, modified or abandoned except by written
instrument duly signed and delivered by Lessor.
16. Holding Over. If Lessee, with the consent, express or implied, of the
Lessor, shall hold over after the expiration of the term of this Lease, the
Lessee shall remain bound by all the terms, conditions, and agreements hereof,
except the rent shall be increased and the tenancy shall be from month to month.
17. Heir and Assigns. The rights, liabilities, and remedies provided for herein
shall extend to their heirs, legal representatives successors and, so far as the
terms of this Lease permit, assigns of the parties hereto; and the words
"Lessor" and 'Lessee" and their accompanying verbs or pronouns, however used in
this Lease, shall apply equally to all persons, firms or corporations which may
be or become parties hereto.
18. Rules. Lessee agrees to abide by the reasonable rules and regulations
governing the building which are not inconsistent with Lessee's use and which
may be made by Lessor from time to time, and will use all reasonable methods to
induce customers, clients and all persons invited by Lessee into said building
to observe the same.
19. Taxes. The rent to be paid is exclusive of any sales tax, business and
occupation tax, or any taxes based on rents. Should any taxes based on rents
apply, or be enacted during the term of this Lease, the rent shall be increased
by a like amount.
20. Condemnation.
a) "Condemnation" means (1) the exercise of any governmental power, whether
by legal proceedings or otherwise, by a condemnor; and (2) a voluntary sale or
transfer by a Landlord to any condemnor, either under threat of condemnation or
while legal proceedings for condemnation are pending.
b) "Date of Taking" means the date condemnor has the right to possession
of the property being condemned.
c) "Award" means all compensation, sums or anything of value awarded,
paid or received on condemnation.
d) "Condemnor" means any public or quasi-public authority, or private
corporation or individual, having the power of condemnation.
If during the term or during the period of time between the execution
of this Lease and the date the term commences, there is any taking of all or any
part of the leased premises, other improvements or land of all or any part of
the premises are a part, or any interest in this Lease by condemnation, the
rights and obligations of the parties shall be determined as provided in the
following paragraphs. If the premises are totally taken by condemnation, this
Lease shall terminate on the day of taking. If only a portion of the
premises is taken by condemnation, this Lease shall remain in effect except,
that Lessee can elect to terminate this Lease if the remaining portion of the
building or other improvements or the parking area that is part of the
premises is rendered unsuitable for Lessee's continued use of the premises.
If Lessee elects to terminate this Lease, Lessee must exercise its rights to
terminate pursuant to this paragraph by giving notice to Lessor within thirty
(30) days after the nature and the extent of the taking have been finally
determined. If Lessee elects to terminate this lease as provided in this
termination, which date shall not be earlier than thirty (30) days nor later
than ninety (90) days after Lessee has notified Lessor of its election to
terminate; except that this Lease shall terminate on the date of taking if
the date of taking falls on a date before the date of termination as
designated by Lessee. If Lessee does not terminate this Lease within the
thirty (30) day period, this Lease shall continue in full force and effect,
except that minimum monthly rental shall be reduced as provided by the
following paragraph. If any portion of the premises is taken by condemnation
and this lease remains in full force and effect, on the date of taking, the
minimum monthly rental shall be reduced by an amount that is in the same
ratio to minimum monthly rent as the value of the area of the portion of the
premises taken bears to the total value of the premises immediately before
the date of taking. Lessor shall be entitled to all awards paid in respect of
condemnation of the premises, and Lessee shall have no claim to any portion
thereof.
21. Severability. Any provision contained in this Lease Agreement which is
prohibited or unenforceable shall be ineffective to the extent of such
prohibition and unenforceable without invalidating the remainder thereof.
22. Termination. Lessee may terminate the lease after the first year only in
the event the lessee purchases another building to place its offices. If
lessee terminates this lease lessee shall give lessor advanced written
notice of 180 days.
23. Parking. Lessee shall shave the free use of twenty (20) non-assigned parking
spaces in the parking lot which is adjacent to the leased premises. Lessee shall
respect the rights of the other tenants in the building in which the leased
premises are located and others who rent parking spaces to use the parking lot
adjacent to the building
24. Possession. Lessee will take full possession of the 2nd floor of premises on
1st of January 1999.
Lessee assumes the second floor remaining tenants' lease obligations
and will receive all rent due from such sublet tenants. Lessee is allowed to
continue subletting to Xxxx Xxxxxxx and Cherry Creek Mortgage or terminate those
leases at the expiration date of each separate lease.
Lessor will be allowed to occupy one office of the leased premises for
his personal use, until such time lessee notifies lessor that it is not
convenient to continue such occupancy. Then and only then the lease payment
called for in this lease will be increased by $100.00 per month.
IN WITNESS WHEREOF the parties hereto have executed this Lease the day
and year first above written.
LESSOR: LESSEE:
LION Inc.
Xxxxxx X. Xxxxx Xxxxx Xxxxxx
By: By:
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Xxxxxx X. Xxxxx Xxxxx Xxxxxx
INDIVIDUAL ACKNOWLEDGMENT
STATE OF WASHINGTON )
) ss.
COUNTY OF SPOKANE )
I certify that I know or have satisfactory evidence that XXXXXX
X.XXXXX, signed this instrument, on oath stated that he was authorized to
execute the instrument and acknowledged it to be his free and voluntary act for
the uses and purposes mentioned in the instrument.
SUBSCRIBED AND SWORN to before me this ____ day of January, 1999.
Notary Public in and for the State of
Washington, residing at Spokane
Commission Expires
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CORPORATE ACKNOWLEDGMENT
STATE OF WASHINGTON )
) ss.
COUNTY OF SPOKANE )
I certify that I know or have satisfactory evidence that XXXXX XXXXXX,
signed this instrument, on oath stated that he was authorized to execute the
instrument and acknowledged it as the President of LION Inc., to be his free and
voluntary act of said corporation for the uses and purposes mentioned in the
instrument.
SUBSCRIBED AND SWORN to before me this _____ day of January, 1999.
Notary Public in and for the State of
Washington, residing at Spokane
Commission Expires
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Personal Guaranty:
In consideration of Xxxxxx X. Xxxxx, (hereinafter referred to as Lessor),
entering into the foregoing certain office lease Stonemark Building with LION
Inc. (hereinafter referred to as Lessee) dated January ___ , 1999, for premises
located at North 0000 Xxxx Xxxxxx, Xxxxxxx, XX 00000, XXXXX XXXXXX does hereby
personally guaranty to Lessor, performance in full by Lessee of all of the
Lessee obligations, including payment of rents as contained in said Lease herein
referred to and all damages and expenses that may arise in consequence of any
default by Lessee, its successors and assigns under said Lease, including
reasonable attorney's fees and costs, resulting from any such default and/or by
the enforcement of this guaranty agreement, subject only to such defenses and
rights as Lessee may have.
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XXXXX XXXXXX
STATE OF WASHINGTON )
) ss.
COUNTY OF SPOKANE )
On this day personally appeared before me XXXXX XXXXXX, to me known to
be the individual described in and who executed the within and foregoing
instrument, and acknowledged that he signed the same as his free and voluntary
act and deed, for the uses and purposes therein mentioned.
GIVEN under my hand and official seal this _____ day of January, 1999.
Notary Public in and for the State of
Washington, residing at Spokane
Commission Expires
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