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Exhibit 10.4
OFFICE RENTAL AGREEMENT
THIS Office Rental Agreement is made and entered into as of this 1st
day of May, 1998, by and between, Xxxxxx X. Xxxxx (hereinafter referred to as
Lessor), and InfoSystems Inc. d.b.a. as Lenders Interactive Online Network
(LION), (hereinafter referred to as Lessee).
WITNESSETH:
1. PREMISES. The Lessor does hereby lease to Lessee, and Lessee does
hereby lease from Lessor, those certain premises situated in the City of
Spokane, County of Spokane, State of Washington, described as follows:
Office space shown on Exhibit "A" consisting of approximately 2,000 square feet
net rentable area, in the Stonemark Office Building, located at North 0000 Xxxx
Xxxxxx, Xxxxxxx Xxxxxxxxxx 00000.
The Premises are located on the following property:
Xxxx Xxx (0), Xxx (0), Xxxxx (0), Xxxxxx (11), Twelve (12) and
Thirteen (13), Block Twenty-five (25), XXXXXXXX'X ADDITION, all being
situated in the City of Spokane, County of Spokane, State of
Washington.
2. TERM. The term of this Lease shall be eight (8) months, commencing
on the 1st day of May, 1998, and terminating on the 31st day of December, 1998.
3. RENT. The Lessee shall pay the monthly rent in advance and without
notice starting May 1, 1998 and on the first day of each subsequent calendar
month during the term of this Lease. The monthly rent shall be the sum of:
$1,750.00 from May 1st, 1998 to July 31st, 1998
$2,000.00 from August 1st, 1998 to October 31st, 1998
$2,500.00 from November 1st, 1998 to December 31st, 1998
In the event the monthly rent is not paid within five (5) days of its
due date, then there shall be due in addition to the monthly rent, a late charge
calculated at ten percent (10%) of the delinquent monthly rent.
4. IMPROVEMENTS. Lessee accepts the premises in their present
condition on an "as is" basis as of the commencement date of this Lease. Lessor
shall not be required to make any improvements whatsoever to the premises.
Lessee shall be responsible for the installation and cost to install all
communication and/or computer equipment, wiring and related expenses and
indemnify the Lessor for any charges therefore.
5. USE. The Lessee will use and occupy said premises for professional
offices and related purposes, and for no other purpose. Lessee agrees that in
the operation of the business to be conducted on said premises and in any
occupancy thereof the Lessee shall comply with all the laws, rules and
regulations of the government of the United States, State of Washington, County
of Spokane, and City of Spokane, and will do nothing volitional to increase the
insurance rates on the building. Lessee agrees not to use any machinery or
equipment in the leased premises which might be injurious to the building or
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
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condition as reasonable use of wear and tear thereof will permit, damage by the
elements or fire excepted.
6. ALTERATIONS AND FIXTURES. Lessee agrees to make no alterations of
the leased premises without Lessor's written consent. Lessor's written consent
for alterations by Lessee shall not be unreasonably withheld or delayed. For the
purpose of this Lease, alterations shall be defined to mean any addition or
modification of the leased premises. Any alterations to the leased premises
shall be made at Lessee's expense. Alterations shall become the property of
Lessor at the termination of the Lease. Upon termination of the Lease, Lessee
shall have the right to remove all movable improvements, furnishings, and trade
fixtures placed therein by Lessee which can be removed without material injury
to the premises and will repair any damage to the premises occasioned by such
removal.
7. LIABILITY. Lessee agrees to indemnify Lessor against and save
Lessor harmless from all demands or claims, of whatsoever nature, and all
reasonable expenses incurred in or resisting the same, for injury to person,
loss of life, or investigating damage to property occurring on the leased
premises or any common areas of the building either arising out of Lessee's use
and occupancy, or due to the act or neglect of Lessee, its agents or employees.
Lessee shall maintain liability insurance on the premises in an amount not less
than One Million and no/100 Dollars ($1,000,000.00), single limit liability.
8. SUBLETTING AND ASSIGNMENTS. Lessee shall not sublet all or any
portion of the space leased pursuant to this Office Rental Agreement.
9. WAIVER OF SUBROGATION. Lessor and Lessee each mutually release the
other from every right, claim, and demand which may hereafter arise in favor of
either arising out of or in connection with any loss occasioned by fire and such
other perils as are included in the provisions of the normal extended coverage
clause of fire insurance policies, and do hereby waive all rights of subrogation
in favor of insurance carriers arising out of any such losses and sustained by
either the Lessor or the Lessee in or to the premises or any property therein.
Lessee shall insure its furniture, fixtures and equipment for 100% of the
replacement value thereof.
10. NOTICES. All notices to be given by the parties hereto shall be
in writing and may either be served personally or may be deposited in the United
States mail, postage prepaid, by either registered or certified mail, and if to
be given to Lessor, may be addressed to Lessor at South 0000 Xxxx Xxxx, Xxxxxxx
Xxxx, Xxxxxxxxxx 00000, or if to be given Lessee, may be addressed to Lessee at
0000 00xx Xxxxxx Xxxxxxxxx, Xxxxxx Xxxxxx, XX 00000.
11. SERVICES AND UTILITIES. As long as Lessee is not in default under
any of the terms, covenants, conditions, provisions or agreements of this lease
and Lessee continues to occupy the property, Lessor shall:
(a) Provide manual or automatic elevator facilities on generally
accepted business days from 5:00 a.m. to 9:00 p.m. and on Saturdays
from 8:00 a.m. to 5:00 p.m., and have one elevator available at all
other times.
(b) Provide to the premises, during the time specified in
Paragraph (a) hereof (and at other times for a reasonable additional
charge to be fixed by Lessor), heating ventilation, and air
conditioning (HAEC), when in the judgment of Lessee it may be
required for the comfortable occupancy of premises for general office
purposes.
(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.
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(e) Provide janitorial services for the premises, three days per
week, including, but not limited to, refuse removal, dusting,
vacuuming, window washing, as required, together with refuse removal,
in order to keep the premises clean and in order, provided the same
are used exclusively as offices, and are kept reasonably in order by
Lessee.
(f) Lessee agrees to cooperate fully at all times with Lessor,
and to abide by all regulations and requirements which Lessor may
prescribe for the proper functioning and protection of the building
HVAC, electrical and plumbing systems.
(g) Lessor reserves the right to reduce, interrupt or cease
service of the heating, air conditioning, ventilation, elevator,
plumbing, and electric systems, when necessary, by reason of
accident, emergency or governmental regulations, or for repairs,
alterations or improvements which, in the judgement of Lessor are
desirable or necessary to be made, until said repairs, alterations or
improvements shall have been completed. Lessor shall have no
responsibility for liability for any temporary failure to supply
elevator facilities, plumbing, ventilating, air conditioning or
electric services, when prevented from restoring the same by strike,
lockout or accident, or by any cause whatever beyond Lessor's
reasonable control, or by laws, rules, orders, ordinances,
directions, regulations or requirements of any federal, state county
or municipal authority; provided, however Lessor shall proceed to
diligently complete such repairs, alterations and improvements, and,
except when the same must be dealt with immediately due to imminent
hazard or emergency, such repairs, alterations and improvements shall
be done at a time reasonably convenient to Lessee and shall not
unreasonably interfere with Lessee's use and enjoyment of the
premises.
12. ACCESS AND REPAIRS. Lessor's agents shall have free access at any
reasonable time, after notice to the Lessee, for the purpose of inspection, or
of making repairs, additions or alterations to the leased premises or any
property owned by or under the control of the Lessor. When making such
inspections, repairs or alterations, Lessor shall not unreasonably interfere
with Lessee's use and enjoyment of the premises. Lessor shall maintain in good
condition the structural and exterior components of the office building. Lessor
shall repair and replace, when necessary, light fixtures (including replacement
of bulbs and fluorescent tubes) and shall maintain in good condition and repair
draperies, carpeting, windows, plumbing and the electrical systems. However,
Lessor shall not be obligated to repair or replace any fixtures or equipment
installed by Lessee, and Lessor shall not be obligated to make any repair or
replacement occasioned by any act or omission of the Lessee, its employees,
agents, invitee or licensees. The Lessor shall have ten (l0) days after written
notice from Lessee to commence maintenance and repairs to the leased premises,
except that Lessor shall perform its obligations immediately if the nature of
the problem presents a hazard or emergency.
13. DEFAULT. In the event of default by the Lessee in the performance
of any of its covenants herein contained, and if such default is not cured
within ten (10) days, for a default involving failure to pay rent or thirty (30)
days for other default, after written notice to Lessee, Lessor shall have the
right to re-enter the demised premises and sublet the whole or any part thereof
for the account of the Lessee, upon such terms and conditions as Lessor may deem
proper, or in the alternative, Lessor may re-enter the premises and terminate
this Lease. Provided, however, no re-entry by the Lessor shall be deemed a
termination of this Lease until Lessor has given written notice to Lessee
exercising its right to terminate this lease.
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
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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.
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If Lessee elects to terminate this Lease, Lessee must exercise its rights to
terminate pursuant to this paragraph by giving notice to Lessor within thirty
(30) days after the nature and the extent of the taking have been finally
determined. If Lessee elects to terminate this Lease as provided in this
paragraph, Lessee also shall notify Lessor of the date of termination, which
date shall not be earlier than thirty (30) days nor later than ninety (90) days
after Lessee has notified Lessor of its election to terminate; except that this
Lease shall terminate on the date of taking if the date of taking falls on a
date before the date of termination as designated by Lessee. If Lessee does not
terminate this Lease within the thirty (30) day period, this Lease shall
continue in full force and effect, except that minimum monthly rental shall be
reduced as provided by the following paragraph. If any portion of the premises
is taken by condemnation and this Lease remains in full force and effect, on the
date of taking, the minimum monthly rental shall be reduced by an amount that is
in the same ratio to minimum monthly rent as the value of the area of the
portion of the premises taken bears to the total value of the premises
immediately before the date of taking. Lessor shall be entitled to all awards
paid in respect of condemnation of the premises, and Lessee shall have no claim
to any portion thereof.
21. SEVERABILITY. Any provision contained in this Lease Agreement
which is prohibited or unenforceable shall be ineffective to the extent of such
prohibition and unenforceable without invalidating the remainder thereof.
22. EXPANSION.If during the term of this Lease the Lessee requires
additional office space they will notify the Lessor in writing, Lessor will
provide extra space if available. The rental rate of the additional space will
be fourteen dollars and seventy-five cents ($14.75) per square foot per year.
The square foot of each addition space is identified on attachment "A".
23. PARKING. Lessee shall have the free use of eleven (11)
non-assigned parking spaces in the parking lot, which is adjacent to the leased
premises. Lessee shall respect the rights of the other tenants in the building
in which the leased premises are located and others who rent parking spaces to
use the parking lot adjacent to the building.
IN WITNESS WHEREOF the parties hereto have executed this Lease the
day and year first above written.
LESSOR: LESSEE:
Xxxxxx X. Xxxxx Xxxxx Xxxxxx
By: By:
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Xxxxxx X. Xxxxx Xxxxx Xxxxxx
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