EXHIBIT 10.7
SUBLEASE
THIS SUBLEASE is entered into and executed as of January 15, 1997, by
and between MARUYAMA U.S., INC., a Washington corporation ("Sublessor") and
COINSTAR, INC., a Delaware corporation ("Sublessee").
IN WITNESS WHEREOF, the parties covenant and agree as follows:
1. The premises being subleased hereunder, as outlined on the attached
EXHIBIT B, (the "Premises") are a portion of the premises located at 00000 XX
00xx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000, which are the subject of the written
lease (the "Lease") between UVAG Realty Partnership, as successors in
interest to The Equitable Life Assurance Society of the United States as
lessor ("Lessor") and Sublessor as lessee, dated March 21, 1986, as amended
by Amendment Number One, dated April 19, 1988; Amendment No. 2, dated
September 5, 1990; and Amendment No. 3, dated September 1, 1994. The square
footage of the Premises is outlined below in Section 2. The premises are more
particularly described in the Lease, a copy of which is attached hereto as
EXHIBIT A hereof.
2. Sublessor hereby sublets the Premises to Sublessee, and Sublessee
hereby sublets the Premises from Sublessor, the term of this Sublease being a
period of approximately One Year and Two and One-half Months, commencing on
January 16, 1997, and terminating at midnight on March 31, 1998 as follows:
January 16, 1997 - January 31, 1997 - Phase I - approximately 2,603
square feet
February 1, 1997 - March 31, 1998 - Phase 2 - approximately 1,565
additional square feet (for a combined total of approximately 4,168
square feet)
In the event Sublessor is unable to deliver possession of the Premises
at the commencement of the term, Sublessor shall not be liable for any damage
caused thereby, nor shall this Sublease be void or voidable but Sublessee
shall not be liable for rent until such time as Sublessor offers to deliver
possession of the Premises to Sublessee, but the term hereof shall not be
extended by such delay. If Sublessee, with Sublessor's consent, takes
possession prior to the commencement of the term, Sublessee shall do so
subject to all the covenants and conditions hereof and shall pay rent for the
period ending with the commencement of the term at the same rental as that
prescribed for the first month of the term, prorated at the rate of 1/30th
thereof per day.
3. Sublessee shall use the Premises for assembly, storage and
distribution of "Coinstar" machines and for no other purpose without the
prior written consent of Sublessor and Lessor.
Sublessee's business shall be established and conducted throughout the
term hereof in a first class manner. Sublessee shall not use the Premises
for, or carry on, or permit to be carried on, any offensive, noisy, except
the noise generated by renting Coinstar machines or dangerous trade, business,
manufacture or occupation nor permit any auction sale to be held or conducted
on or about the Premises. Sublessee shall not do or suffer anything to be
done upon the Premises which will cause structural injury to the Premises or
the building of which the Premises are a part. The Premises shall not be
overloaded and no machinery, apparatus or other appliance shall be used or
operated in or upon the Premises which will in any manner injure, vibrate or
shake the Premises or the building of which it is a part. No use shall be
made of the Premises which will in any way impair the efficient operation of
the sprinkler system (if any) within the building containing the Premises. No
musical instrument of any sort, or any noise making device, will be operated
or allowed upon the Premises for the purpose of attracting trade or
otherwise. Sublessee shall not use or permit the use of the Premises or any
part thereof for any purpose which will increase the existing rate of
insurance upon the building in which the Premises are located, or cause a
cancellation of any insurance policy covering the building or any part
thereof. If any act on the part of Sublessee or use of the Premises by
Sublessee shall cause, directly or indirectly, any increase of Sublessor's
insurance expense, said additional expense shall be paid by Sublessee to
Sublessor upon demand. No such payment by Sublessee shall limit Sublessor in
the exercise of any other rights or remedies, or constitute a waiver of
Sublessor's right to require Sublessee to discontinue such act or use.
4. Sublessee has inspected the Premises and shall sublease the space in
their current "as
is" condition, without warranties of any kind or nature, expressed or
implied. Sublessee will be allowed to, in a xxxxxxx like manner, remove the
drywall demising wall currently separating Sublessor from SeaMED, at
Sublessee's sole cost and expense. In the event that Sublessee requires a
more secure demising wall, they will have the option to construct one at
their sole cost and expense. In addition, Sublessee and/or Sublessor will be
required, in Landlord's sole discretion, to restore the space to its
pre-existing condition upon termination of this Sublease Agreement, including
replacement and finishing of the demising wall currently separating Sublessor
and SeaMED and removal of the demising wall (if any) built between Sublessor
and Sublessee.
5. Sublessee hereby assumes those of the Lessee's obligations under the
Lease that pertain to the Premises (except for rent and for such obligations,
if any, as have accrued and are unpaid as of the date of this Sublease), and
agrees to pay rent and all other sums hereafter due under the Lease and to
fully perform all of the lessee's duties thereunder in accordance with their
terms, causing Sublessor to be named as an additional insured on all
liability policies and as a loss payee on all fire and extended coverage
policies required under terms of the Lease. Sublessee shall furnish Lessor
and Sublessor with evidence of required insurance coverage in the manner, and
with the agreement for Sublessor's benefit, required to be furnished Lessor
in the Lease.
Sublessor shall pay a commission equal to five percent (5%) of the total
rent consideration for this sublease to be split 50/50 between X.X. Xxxxxxxxx
Co., Inc. and Colliers International, Inc. upon full execution of the
Sublease. Sublessor and Sublessee each represent and warrant to the other
that neither has had any dealings with any other broker other than the firms
whose names are set forth in this paragraph.
6. Sublessee shall pay to Sublessor as rent for the Premises, in advance
on the first day of each calendar month of the term of this Sublease, without
deduction, offset, prior notice of demand, in lawful money of the United
States, the sum of Eight Hundred Ninety Two and No/100 Dollars ($892.00) for
the period January 16, 1997 through January 31, 1997, and Two Thousand Eight
Hundred Fifty Five and No/100 Dollars ($2,855.00) for the period February 1,
1997 through March 31, 1998. Sublessee shall not be responsible for any
operating cost pass-throughs payable by sublessor under the lease.
7. Sublessee and Sublessor shall agree to share all metered electrical
and gas utility expenses associated with the warehouse on a pro rata of
square footage basis which is 4,168 of 8,800 square feet or 47.36% of the
total space leased by Sublessor. In the event that utilities increase
significantly associated with Sublessee's usage, Sublessor shall have the
right to xxxx Sublessee for the increased amount.
8. Sublessee shall not have any right to exercise any options provided
for in the Lease without Sublessor's prior written consent, which consent may
be withheld in Sublessor's sole discretion.
9. Each party shall immediately furnish the other with a copy of each
notice received from Lessor and from all courts, attorneys and governmental
agencies with respect to the Premises.
10. Sublessee shall not have the right to assign or transfer this
Sublease or to sublet the whole or any part of the Premises, without prior
written consent of Sublessor. No assignment or sublease shall operate or be
construed as to release Sublessee from liability for the nonperformance of
any of the terms or conditions of this Sublease.
11. Sublessor shall not be liable for any injury to any person, or for
any loss of, or damage to, any property (including property of Sublessee)
occurring in or about the Premises from any cause whatsoever at any time from
or after the date of this Sublease unless due to the gross negligence or
willful misconduct of Sublessor. Sublessee shall indemnify, defend and save
Lessor and Sublessor, their agents, employees and contractors harmless from
all claims, causes of action, suits, losses, damages, liabilities, costs and
expenses (including attorneys' fees and other costs incurred in connection
with litigation or the defense of claims, whether claims involve litigation)
resulting from any actual or alleged injury to any person or from any actual
or alleged loss of or damage to any property occurring on or about the
Premises or from Sublessee's breach of its other obligations hereunder. The
indemnification provided for in this paragraph with respect to any acts or
omissions during the term of this Sublease shall survive any termination
or expiration of this Sublease. Sublessee shall promptly notify Sublessor of
casualties or accidents occurring in or about the Premises.
12. Time is of the essence hereof, and if Sublessee violates or breaches
or fails to keep or perform any covenant, term or condition of this Sublease
or the Lease and such breach is not remedied within three (3) days (or, if no
default in the rent is involved, within ten (10) days after notice in writing
thereof given by Lessor or Sublessor to Sublessee specifying the matter
claimed to be in default), Sublessor, at its option, may immediately declare
Sublessee's rights under this Sublease terminated, or re-enter and attempt to
relet, without terminating this Sublease, and remove all persons and property
from the Premises, and otherwise proceed in the same manner and with the same
rights and remedies as are provided for Lessor in Section 21 of the Lease. In
addition, if Sublessor elects to cure each default on Sublessee's behalf, it
shall be permitted to do so on Sublessee's behalf and as its agent, and
Sublessee shall immediately reimburse Sublessor for the cost thereof, plus
interest at eighteen percent (18%) per annum from date advanced.
13. As between Sublessee and Sublessor, from and after the date of this
Sublease, Sublessee shall have and enjoy each and all of the rights,
privileges and benefits of Sublessor under the Lease with respect to the
Premises, subject to the terms thereof, for the duration of this Sublease and
shall keep and perform all of the duties and obligations of Sublessor under
the Lease with respect to the Premises. Sublessor shall not terminate the
Lease prior to the termination of the Sublease without the prior written
consent of Sublessee, and shall keep the Lease in good standing and free of
default by Sublessor.
14. If a party to this Sublease commences any action or proceeding of
any nature to enforce performance of any of the terms or provisions hereof,
or to secure damages for or an injunction against the breach thereof
(including assertion of any counterclaim, cross-claim or cross-complaint, or
claim in a proceeding in bankruptcy, receivership or other proceeding
instituted by a party hereto or by others), the prevailing party in such
action or proceeding shall, in addition to such other relief as it may obtain
therein, be entitled to recover from the other party all of its costs
incurred therein, including reasonable attorney's fees in any such action or
proceeding and on any appeal from any order, award or judgment therein.
15. Whenever any provision of the Lease requires Lessor's consent, such
provision shall be deemed to require Sublessor's consent as well and to
require Sublessee to reimburse Sublessor for the latter's costs incurred in
connection with acting on such consent. If Lessor's consent is required as a
result of Sublessor's actions, Sublessee will not be required to reimburse
Sublessor for costs incurred in connection with Lessor's consent.
16. If the Lease is terminated at any time during the term thereof, all
rights of Sublessee hereunder shall terminate as well, and Sublessor shall
not incur any liability to Sublessee as the result thereof.
17. All notices required or permitted hereunder shall be delivered or
mailed, by registered or certified mail, return receipt requested, addressed
to Sublessor at 00000 XX 00xx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000, or to
Sublessee at 00000 X.X. 00xx Xxxxxx, Xxxxx 000, Xxxxxxxx Xxxxxxxxxx, 00000,
attn: Chief Financial Officer, or to such other addresses as a party shall
from time to time advise in writing.
SUBLESSOR
MARUYAMA U.S., INC., a Washington
Corporation
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Its VP-Controller
SUBLESSEE
COINSTAR, INC., a Delaware corporation
By /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Its Chief Financial Officer 1-17-97
EXHIBIT A
Exhibit A to Sublease dated January 15, 1996, by and between Maruyama
U.S., Inc., as Sublessor and Coinstar Inc., as Sublessee.
EXTENSION OF LEASE
AMENDMENT NO. 3
Dated September 1, 1994
In consideration of the sum of ONE DOLLAR by each of the parties hereto
to the other paid, receipt whereof is hereby acknowledged, and of the mutual
promises herein contained, it is hereby agreed by and between 95 RIVERSIDE
PARK LIMITED PARTNERSHIP, PREDECESSORS IN INTEREST TO THE EQUITABLE LIFE
ASSURANCE SOCIETY OF THE UNITED STATES as Landlord, and MARUYAMA U.S., INC.
as Tenant, that a certain lease dated MARCH 21, 1986 between Landlord and
Tenant covering premises described therein AS 00000 X.X. 00XX XXXXXX,
XXXXXXX, XXXXXXXXXX 00000, CONSISTING OF APPROXIMATELY 8,800 SF, (the term
"lease" includes any amendments or modifications thereof) be and the same is
hereby extended for the term commencing APRIL 1, 1995, and ending MARCH 31,
2000, upon all of the terms, covenants and conditions set forth in said
lease, except that
1. RENT: The base rental during the extended term shall be:
- for the period April 1, 1995 through March 31, 1998, $5,235.00 per
month, and
- for the period April 1, 1998 through March 31, 2000, $5,706.00 per
month
2. OPTION TO CANCEL: Provided the Tenant is not in default hereunder
and notwithstanding any other provision of the Lease to the
contrary, the Tenant may elect to terminate this Lease on March 31,
1998 by providing the Landlord with written notice of its intention
to terminate this Lease on or before September 30, 1997.
3. TENANT IMPROVEMENTS: Landlord shall provide at Landlord's sole cost
and expense the following Tenant Improvements for Tenant's premises.
The construction of the Tenant Improvements shall occur at a time
mutually agreeable between Landlord and Tenant after the execution
of this Extension of Lease Amendment No. 3. Below is a summary of
the Tenant Improvements to be provided by Landlord:
a) Repaint all existing walls in offices and restrooms including
restroom ceilings.
b) Clean all existing carpeting.
c) Add 10 each warehouse double tubed strip fixtures with electronic
ballast in the warehouse.
d) Provide sound insulation over manager's office.
e) Provide approximately 25 lineal feet of 8 foot high wall and 15
lineal feet of p-xxx counter in area of rear roll up door.
Counter to also have standard duplex electrical outlet and
lighting.
f) Final design of counter subject to Landlord and Tenant Approval.
It is understood and agreed between the parties hereto that said lease,
as hereby renewed and extended, shall have the same effect as though the
period for which said lease is extended was included in and made part of the
original term, and all covenants, conditions, remedies, and terms of the
original lease including the security payment provision, if any, shall remain
in full force and effect, except as aforesaid.
THE EQUITABLE LIFE ASSURANCE
MARUYAMA U.S., INC. SOCIETY OF THE UNITED STATES
Tenant Landlord
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------- ----------------------------
Xxxxxxxxxxx X. Xxxxxx
Its: Vice President Its: Investment Officer
-------------------------------
CORPORATE
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this 8TH day of SEPTEMBER, 1994, before me personally appeared XXXXX
X. XXXXXXXX, to me known to be the VICE PRESIDENT of MARUYAMA U.S. INC., the
corporation that executed the within and foregoing instrument, and
acknowledged the said instrument to be the free and voluntary act and deed of
said corporation, for the uses and purposes therein mentioned, and on oath
stated that HE IS authorized to execute the said instrument and that the seal
affixed (if any) is the corporate seal of said corporation.
Witness my hand and official seal hereto affixed the day and year first
above written
Signed: /s/ Xxx X. Xxxxxxxx
-----------------------
Printed Name: Xxx X. Xxxxxxxx
-----------------
NOTARY PUBLIC in and for the
State of Washington
---------------------
residing at Xxxxxx Island
-------------------
My Commission Expires: 7/29/97
--------
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT No. 5907
State of California
---------------------------------------
County of San Francisco
-------------------------------------
On 9/14/94 before me, Xxx X. Xxxxxxxxxx, Notary Public,
---------- ---------------------------------------------
DATE NAME, TITLE OF OFFICER - E.G., "XXXX XXX, NOTARY PUBLIC"
personally appeared Xxxxxxxxxxx X. Xxxxxx,
-----------------------------------------------------------
NAME(S) OF SIGNER(S)
/x/ personally known to me - OR - / / proved to me on the basis of
satisfactory evidence to be the
person(s) whose name(s) is/are
subscribed to the within instrument
and acknowledged to me that
he/she/they executed the same
[SEAL] in his/her/their authorized
capacity(ies), and that by
his/her/their signature(s) on the
instrument the person(s), or the
entity upon behalf of which the
person(s) acted, executed the
instrument.
WITNESS my hand and official seal.
/s/ Xxx X. Xxxxxxxxxx
------------------------------------
SIGNATURE OF NOTARY
-------------------------------OPTIONAL----------------------------------------
Though the data below is not required by law, it may prove valuable to
persons relying on the document and could prevent fraudulent reattachment of
this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
/ / INDIVIDUAL
/ / CORPORATE OFFICER
Extension of Lease Amendment No. 3
-----------------------------------
------------------------------ TITLE OR TYPE OF DOCUMENT
TITLE(S)
/ / PARTNER(S) / / LIMITED
/ / GENERAL 2
-----------------------------------
/ / ATTORNEY-IN-FACT NUMBER OF PAGES
/ / TRUSTEE(S)
/ / GUARDIAN/CONSERVATOR
/x/ OTHER: Investment Officer September 1, 1994
------------------------- -----------------------------------
DATE OF DOCUMENT
-------------------------
-------------------------
SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(IES) Xxxxx X. Xxxxxxxx (Tenant)
Maruyama U.S., Inc.
-----------------------------------
The Equitable Life Assurance SIGNER(S) OTHER THAN NAMED ABOVE
-----------------------------------
Society of the United States (Landlord)
-----------------------------------
EXTENSION OF LEASE
AMENDMENT NO. 2
Dated September 5, 1990
In consideration of the sum of ONE DOLLAR by each of the parties hereto
to the other paid, receipt whereof is hereby acknowledged, and of the mutual
promises herein contained, it is hereby agreed by and between 95 RIVERSIDE
PARK LIMITED PARTNERSHIP, PREDECESSOR IN INTEREST TO THE EQUITABLE LIFE
ASSURANCE SOCIETY OF THE UNITED STATES as Landlord, and MARUYAMA U.S., INC.
as Tenant, that a certain lease dated MARCH 21, 1986 between Landlord and
Tenant covering premises described therein as 00000 X.X. 00XX Xxxxxx, Xxxxxxx,
Xxxxxxxxxx 00000, consisting of approximately 8,800 SF, (the term "lease"
includes any amendments or modifications thereof) be and the same is hereby
extended for the term commencing September 1, 1990, and ending March 31,
1995, upon all of the terms, covenants and conditions set forth in said
lease, except that
1. RENT: The base rental during the extended term shall be:
- for the period September 1, 1990 through December 31, 1990, $0
per month, and
- for the period January 1, 1991 through March 31, 1994, $5,235.00
per month, and
- for the period April 1, 1994 through March 31, 1995, the monthly
rent shall be determined by multiplying $5,235.00 by the percentage
increase in the Consumer Price Index (the "CPI") as prepared by the
United States Bureau of Labor Statistics, and by adding such
product to $5,235.00. The CPI as used herein shall mean the Consumer
Price Index United States City Average for Urban Consumers, all items
(1967=100), issued by the Bureau of Labor Statistics of the U.S.
Department of Labor. The percentage increase shall be equal to the
fraction resulting from subtracting the CPI for December 1990 from
the CPI for December 1993 and dividing that difference by the CPI
for December 1990. In no event shall the monthly base rental
payable during the period April 1, 1994 through March 31, 1995 be
below $5,235.00
During the period September 1, 1990 through December 31, 1990,
Additional Rent for taxes, assessments, and other charges shall
continue to be due and payable.
2. OPTION TO CANCEL: Provided the Tenant is not in default hereunder and
notwithstanding any other provision of the Lease to the contrary, the
Tenant may elect to terminate this Lease on April 1, 1993 by
providing the Landlord with written notice of its intention to
terminate this Lease on or before September 30, 1992. In the event
such option is exercised, Tenant agrees to make a payment to the
Landlord in the amount of $5,235 simultaneous with the giving of said
termination notice.
3. RIGHT OF REFUSAL - Landlord hereby gives to Tenant the right of
refusal throughout the term of this Lease, to lease the adjoining
first floor premises currently occupied by Valmet Automation (the
"Option Space") as shown on Exhibit A attached, in the event that
Valmet Automation should vacate the premises at the end of their
lease term. At such time as the Option Space is vacant and Landlord
has an offer to lease such space, Landlord shall notify Tenant of the
offer being made by a third party, including commencement date, term,
minimum rent, additional rent, rent abatement provisions and other
material terms, the Tenant shall have five (5) days from receipt of
written notice in which to notify Landlord of its desire to match
such offer. At the end of the 5-day written notice period, Tenant's
right of first refusal shall expire as to that offer.
Said Right of Refusal shall be predecated upon there being no uncured
default by Tenant on date that Option Space becomes available and at
the time of commencement of the term for such space it shall further
be predecated upon ETMA waiving their Right of First Refusal on the
Option Space.
4. SECURITY DEPOSIT: That the Security Deposit as provided for in
Paragraph 5 of the Lease shall be increased to $5,235, and
It is understood and agreed between the parties hereto that said lease,
as hereby renewed and extended, shall have the same effect as though the
period for which said lease is extended was included in and made part of the
original term, and all covenants, conditions, remedies, and terms of the
original lease including the security payment provision, if any, shall remain
in full force and effect, except as aforesaid.
THE EQUITABLE LIFE ASSURANCE
MARUYAMA U.S., INC. SOCIETY OF THE UNITED STATES
Tenant Landlord
By: Xxxxx X. Xxxxxxxx By: Xxxxxxx X. Xxxxxxxx III
-------------------------- --------------------------------
Xxxxxxx X. Xxxxxxxx III
Its: VP-Op Its: Attorney in Fact
-------------------------
STATE OF WASHINGTON)
) ss.
COUNTY OF KING )
THIS IS TO CERTIFY that on the 28 day of September, 1990, before me, the
undersigned, a Notary Public in and for the State of Washington, personally
appeared XXXXXXX X. XXXXXXXX, III, to me known to be the Attorney in Fact for
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, the corporation
that executed the within and foregoing instrument and acknowledged the said
instrument to be the free and voluntary act and deed of said corporation, for
the uses and purposes therein mentioned, and on oath stated that he was
authorized to execute said instrument.
WITNESS MY HAND AND NOTARIAL SEAL the day and year first hereinabove
written.
Xxxx Xxxxxx
-------------------------------------
NOTARY PUBLIC in and for the State of
Washington, residing at xxxxxx.
-------------
My commission expires: 0-0-00
--------------
XXXXXXXXX
XXXXX XX XXXXXXXXXX)
) ss.
COUNTY OF KING )
THIS IS TO CERTIFY that on the 13 day of September, 1990, before me, the
undersigned, a Notary Public in and for the State of Washington, personally
appeared XXXXX XXXXXXXX, to me known to be the VICE PRESIDENT of MARUYAMA US.
INC, the corporation that executed the within and foregoing instrument and
acknowledged the said instrument to be the free and voluntary act and deed of
said corporation for the uses and purposes therein mentioned, and on oath
stated that HE authorized to execute said instrument.
WITNESS MY HAND AND NOTARIAL SEAL the day and year first hereinabove
written.
XXXXXXXXXXXXXXXXX
-------------------------------------
NOTARY PUBLIC in and for the State of
Washington, residing at XXXXX
[SEAL] -------------
My commission expires: May 12, 1993
--------------
[FLOOR PLAN]
EXHIBIT A
TO EXTENSION OF LEASE, AMENDMENT NO. 2, DATED SEPTEMBER 5, 1990 BY AND
BETWEEN THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, LANDLORD,
AND MARUYAMA U.S., INC., TENANT
AGREEMENT FOR ADDITIONAL SPACE AND
EXTENSION OF LEASE
AMENDMENT NUMBER ONE
AGREEMENT made and entered into this 19th day of April, 1988 and between
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, successor in
interest to 00 Xxxxxxxxx Xxxx Investors Limited Partnership, a Washington
limited partnership, as Landlord and Maruyama U.S., Inc., as Tenant.
WITNESSETH
WHEREAS, the parties hereto have entered into a certain Indenture of
Lease (the "Lease") dated March 21, 1986, demising certain Premises in the
building, at 00000 X.X. 00xx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000 and
WHEREAS, it is the desire of the parties to amend said Lease,
NOW THEREFORE, the parties hereto agree as follows:
1. PREMISES: The Premises, as defined in said Lease, as amended, shall
be enlarged to include the Additional Premises as shown by
crosshatched lines on Exhibit "A" attached hereto.
2. COMMENCEMENT: The commencement date of the Additional Premises and
increased rent shall be May 1, 1988.
3. RENT: Section 4 of said Lease, is hereby amended to increase the
Base Rent stipulated therein from thirty-three thousand Dollars
($33,000.00) per annum payable in equal monthly installments of
two thousand, seven hundred, fifty Dollars ($2,750.00) to
fifty-two thousand, nine hundred, twenty Dollars ($52,920.00) per
annum payable in equal monthly installments of four thousand, four
hundred, ten Dollars ($4,410.00) subject to the provisions of
Section 30 which at the commencement of this Amendment increases the
above Base Rent to $52,920.00 per annum or $4,410.00 per month
commencing May 1, 1988.
Tenant's pro-rata share of the increase in Taxes and Operating
Expenses as defined in said Lease, shall be amended to
nine and 63/100 percent (9.63%).
4. ALTERATIONS: See Workletter attached hereto as Exhibit "B".
5. PARKING: As Provided in Section N/A of said Lease, the Tenant's right
to rent parking spaces at monthly rates and upon terms and conditions
as may from time to time be established by the Landlord (or garage
operator) shall be increased to the right to rent N/A spaces.
6. EXTENSION: The Lease term of the entire Premises, inclusive of the
Additional Premises, as defined in said Lease, as amended, is hereby
extended for the term commencing March 21, 1989 and ending March 20,
1991 upon all of the terms, covenants and conditions set forth in said
lease, except that with regard to any provisions therein granting
Tenant any right or privilege to renew or extend said lease, and, any
provisions therein for alterations, repairs or decorations, it is
agreed that such provisions have been complied with by Landlord
and Tenant and are not carried over and made a part of said lease as
extended, and except, further, that the base rental during the
extended term shall be fifty-seven thousand, one hundred, eight
dollars ($50,108.00) per annum, payable in equal monthly installments
of four thousand, seven hundred, fifty-nine dollars ($4,759.00) and
subject to all of the escalation and other additional rent provisions
of this lease.
It is understood and agreed between the parties hereto that said
lease, as hereby renewed and extended, shall have the same effect
as though the period for which said lease is extended was included
in and made part of the original term, and all covenants, conditions,
remedies, and terms of the original lease including the security
payment provision, if any, shall remain in full force and effect,
except as aforesaid.
All other terms and conditions of said Indenture of Lease, as
supplemented, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
Landlord
By: XXXXXXXXXXXXXXX
-------------------------
ATTORNEY IN FACT
MARUYAMA U.S., INC.
----------------------------
Tenant
By: Xxxxx Xxxxxxxx
-------------------------
XXXXX XXXXXXXX
STATE OF WASHINGTON)
) ss.
COUNTY OF KING )
THIS IS TO CERTIFY that on the 25th day of April, 1988, before me, the
undersigned, a Notary Public in and for the State of Washington, personally
appeared Xxxxxxx X. Xxxxxxxx, III, known to me and to me known to be the
Attorney in Fact, of The Equitable Life Assurance Society of the United
States, and known to me to be the individual named in and who executed the
foregoing document and he acknowledged to me that he was authorized to
execute the foregoing document by authority granted him in the Bylaws or by
resolutions of the Board of Directors for the uses and purposes therein set
forth.
WITNESS MY HAND AND NOTORIAL SEAL the day and year first hereinabove
written.
Xxxxx X. Tinsl
-----------------------------------
NOTARY PUBLIC IN AND FOR WASHINGTON
RESIDING AT SEATTLE
My commission expires: 00-00-00
XXXXX XX XXXXXXXXXX)
) ss.
COUNTY OF KING )
THIS IS TO CERTIFY that on the 21st day of April, 1988, before me, the
undersigned, a Notary Public in and for the State of Washington, personally
appeared XXXXX XXXXXXXX, known to me and to me know to be the PRESIDENT of
MARUYAMA U.S. INC., and known to me to be the individual named in and who
executed the foregoing document and he acknowledged to me that he was
authorized to execute the foregoing document by authority granted him in the
Bylaws or by resolutions of the Board of Directors for the uses and purposes
therein set forth.
WITNESS MY HAND AND NOTORIAL SEAL the day and year first hereinabove
written.
Xxxxx X. Stiffan
-----------------------------------
NOTARY PUBLIC IN AND FOR WASHINGTON
RESIDING AT RENTON
My commission expires: 08/27/91
EXHIBIT A
[FLOOR PLAN]
EXHIBIT B
Work Letter
Maruyama U.S., Inc.
00 Xxxxxxxxx Xxxx, Xxxxxxxx X
Xxxxxxx, Xxxxxxxxxx 00000
The following is a list of qualifications and clarifications for the Tenant
Improvement work to be completed by the Landlord at Landlord's expense on
the above-referenced project, in accordance with the plans, dated March 12,
1988, prepared by Xxxxx Xxxxxxx and Associates, attached hereto.
OFFICE IMPROVEMENTS
1. 1000 Square feet of new office space. Walls to be insulated at noted, and
finished to match existing.
2. Five new 3'x7' S.C. doors and frames, finished to match existing colors.
Relocate one existing door as noted.
3. New roof-top mounted HVAC.
4. New suspended ceiling to match existing.
5. Sprinklers per code.
6. Relocate counter from existing location to new.
7. New bathroom.
8. New rod and shelf closet.
9. New cabinet with laminated top.
WAREHOUSE IMPROVEMENTS
1. Remove existing wall to structure as required.
2. Gas fired unit heater existing.
3. Fluorescent lights existing.
4. Sealed concrete floors existing.
5. Ceilings open to structure.
[FLOOR PLAN]
1
1. PARTIES
This Lease is entered into this 21st day of March, 1986, by and between
00 Xxxxxxxxx Xxxx Limited Partnership, a Washington limited partnership
(hereinafter designated "Landlord") and Maruyama U.S., Inc., a Washington
corporation (hereinafter designated "Tenant").
2. PREMISES
Landlord hereby leases to Tenant and Tenant hereby leases from Landlord
that certain space (hereinafter designated the "Premises") containing
approximately 5,600 square feet of floor area. The Premises constitute a
portion of a building (the "Building") located at 00000 X.X. 00xx Xxxxxx,
Xxxxxxx, Xxxxxxxxxx 00000 and situated upon the real property legally
described on Exhibit A attached hereto and incorporated herein by this
reference (the "Land"). (The term "Project" as used in this Lease means the
improvements constructed or which may be constructed upon the Land from time
to time, including, without limitation, the Building.) the Premises are shown
on Exhibit B (drawing dated February 4, 1986) attached hereto and
incorporated herein by this reference. the Landlord will build out the
Premises at its own expense pursuant to the specifications, terms, and
conditions shown in Exhibit D.
The following areas adjacent or located in or on the Premises Building,
Project or Land shall constitute common areas available for tenant's
non-exclusive use including without limitation: walkways, hallways,
stairways, driveways, lavatories, landscaped areas and grounds, parking
areas, and all other areas used in common by the tenants, landlord, invitees
and employees of the Tenants of the Building and the Project. All common
areas shall be subject to Landlord's sole management and control and shall be
operated and maintained in such manner as Landlord, in is sole discretion
shall determine. Landlord may, from time to time in Landlord's sole
discretion alter, modify or change the dimensions and location of the common
areas.
3. LEASE TERM AND COMMENCEMENT DATA
This Lease shall be for three years and shall commence on March 21, 1986
(the "Commencement Date") and shall end on March 20, 1989. Landlord shall not
be liable for failure to give possession of the Premises on the Commencement
Date by reason of the fact that the Premises on the Commencement Date by
reason of the fact that the Premises are not ready for occupancy, or due to a
prior tenant wrongfully holding over or any other persons wrongfully
occupying the Premises or for any other reason. In such event, payment of
rent and other charges hereunder shall not commence until the day
2
that possession is given or is available to Tenant and the Commencement Date
shall be postponed until that day. Notwithstanding the foregoing, if Landlord
shall not have delivered possession of the Premises by within 180 days from
the commencement date, Tenant may at Tenant's option by notice in writing to
Landlord within ten (10) days thereafter, cancel this Lease. If either party
cancels the Lease as herein provided, the Landlord shall return any and all
monies previously deposited or paid by Tenant and the parties shall each be
discharged and released from all obligations hereunder. If possession is
delayed the termination date shall be postponed so that the length of the
Lease term remains as provided for hereinabove.
4. RENT
Tenant shall pay rent to Landlord as follows:
(1) Tenant agrees to pay Landlord as minimum rent, without notice or
demand, the monthly sum $2,750.00 beginning 120 days after the date of
possession (July 1, 1986, if date of possession is March 1, 1986) in advance
on or before the first day of each month of the lease term, except that the
first month's rent shall be paid upon the execution hereof. Rent for any
portion during the term hereof which is for less than one month shall be
prorated portion of the monthly installment herein, based on a 30-day month.
All rent shall be paid to Landlord without deduction or offset in lawful
money of the United States of America at such place as Landlord may from time
to time designated in writing.
(2) Additional charges as described below shall be deemed additional
rent and shall be paid at the same time and in accordance with the terms of
this paragraph. In the event that any rent, either minimum or additional
rent, is not paid when due, interest at the rate of 3% per annum above the
publicly announced prime rate charged by Seattle-First National Bank from
time to time shall accrue from the date due until all rent and interest has
been paid in full. Acceptance by Landlord of partial payment of rent and/or
interest thereon shall not constitute a waiver of any remaining unpaid rent
and/or interest.
5. SECURITY DEPOSIT
Tenant has deposited with Landlord the sum of $2,750. Said sum shall be
held by Landlord as security for the faithful performance by Tenant of all
the terms, covenants, and conditions of this Lease to be dept and performed by
3
Tenant during the term hereof. If Tenant defaults with respect to any
provision of this Lease, including, but not limited to, the provisions
relating to payment of rent, Landlord may (but shall not be required to) use,
apply, or retain all or any part of this security deposit for payment of rent
or any other sum in default or for the payment of any amount which Landlord
may spend or become obligated to spend by reason of Tenant's default or to
compensate Landlord for any other loss or damage which Landlord may suffer by
reason of Tenant's default. If any portion of said deposit is so used or
applied, Tenant shall, within five days after written demand thereof, deposit
cash with Landlord in an amount sufficient to restore the security deposit to
its original amount and Tenant's failure to do so shall be a default under
this Lease. Landlord shall not be required to keep the security deposit
separate from its general funds. Tenant shall receive any and all interest
accruing on such deposit. If Tenant shall fully and faithfully perform every
provision of this Lease to be performed by it, the security deposit or any
balance thereof shall be returned to Tenant or, at Landlord's option, to the
last assignee of Tenant's interest hereunder (within 10 days following
expiration of the lease term). In the event of termination of Landlord's
interest in this Lease, Landlord shall transfer said deposit to Landlord's
successor in interest. The use by Landlord of all or a portion of the
security deposit shall not constitute a limitation on Tenant's liabilities.
6. USE OF PREMISES
Tenant's use and occupancy of the Premises shall be for warehousing of
agricultural sprayers and repair, maintenance and storage of products and
equipment and other activities related to Tenant's business and related
office functions. Tenant shall not use or permit the Premises to be used for
any other purpose without the prior written consent of Landlord. At least
five parking stalls in the parking areas adjacent to the Premises shall be
available to Tenant as shown on Exhibit B, with access thereto, and shall be
used for vehicle parking only and not for storage, and garbage and refuse
awaiting collection shall be stored only in dumpster-type containers which
shall be placed in areas away from public view.
7. ADDITIONAL RENT
In addition to the minimum rent provided in subparagraph 4 (1) hereinabove,
and commencing at occupancy, Tenant shall pay to Landlord the following
items, herein called additional rent:
Xx. Xxxxx Xxxxxxxx
Xxxxx 2, 1986
Page -2-
Agreed to and accepted this 8th day of April, 1986.
MARUYAMA U.S., INC.
By: /s/ Xxxxx Xxxxxxxx
-----------------------------------
Xxxxx Xxxxxxxx, President
/ds
EXCEPTION:
The original payment from Maruyama U.S., Inc. covered the first month
rent of $2,750.00 and security deposit of $2,730.00 (ref. check #301,
dated 2/4/86, totaling $5,480 attached).
Four (4) months rent at no charge - March 21, 1986 to July 20, 1986, with
July 21, 1986 to August 20, 1986 already paid per above exception.
The next payment due from Maruyama U.S., Inc. should cover the period of
August 21, 1986 to September 30, 1986 in the amount of $3,575.00. this
is $2,750 regular rent and $825 prorated March rent ($2,750 DIVIDED BY
30 = $91.666 x 9 days = $825.00) due by September 1, 1986.
Common area expense of $255.00 will be paid monthly starting April 1, 1986
and then will be added to the regular monthly rent check starting
September 1, 1986.
1
1. PARTIES
This Lease is entered into this 21st day of March, 1986, by and between
00 Xxxxxxxxx Xxxx Limited Partnership, a Washington limited partnership
(hereinafter designated "Landlord") and Maruyama U.S., Inc., a Washington
corporation (hereinafter designated "Tenant").
2. PREMISES
Landlord hereby leases to Tenant and Tenant hereby leases from Landlord
that certain space (hereinafter designated the "Premises") containing
approximately 5,600 square feet of floor area. The Premises constitute a
portion of a building (the "Building") located at 00000 X.X. 00xx Xxxxxx,
Xxxxxxx, Xxxxxxxxxx 00000 and situated upon the real property legally
described on Exhibit A attached hereto and incorporated herein by this
reference (the "Land"). (The term "Project" as used in this Lease means the
improvements constructed or which may be constructed upon the Land from time
to time, including, without limitation, the Building.) The Premises are shown
on Exhibit B (drawing dated February 4, 1986) attached hereto and
incorporated herein by this reference. The Landlord will build out the
Premises at its own expense pursuant to the specifications, terms, and
conditions shown in Exhibit D.
The following areas adjacent or located in or on the Premises Building,
Project or Land shall constitute common areas available for Tenant's
non-exclusive use including without limitation: walkways, hallways,
stairways, driveways, lavatories, landscaped areas and grounds, parking areas,
and all other areas used in common by the tenants, landlord, invitees and
employees of the Tenants of the Building and the Project. All common areas
shall be subject to Landlord's sole management and control and shall be
operated and maintained in such manner as Landlord, in its sole discretion
shall determine. Landlord may, from time to time in Landlord's sole
discretion alter, modify or change the dimensions and location of the common
areas.
3. LEASE TERM AND COMMENCEMENT DATE
This Lease shall be for three years and shall commence on March 21, 1986
(the "Commencement Date") and shall end on March 20, 1989. Landlord shall not
be liable for failure to give possession of the Premises on the Commencement
Date by reason of the fact that the Premises are not ready for occupancy, or
due to a prior tenant wrongfully holding over or any other persons wrongfully
occupying the Premises or for any other reason. In such event, payment of
rent and other charges hereunder shall not commence until the day
2
that possession is given or is available to Tenant and the Commencement Date
shall be postponed until that day. Notwithstanding the foregoing, if Landlord
shall not have delivered possession of the Premises by within 180 days from the
commencement date, Tenant may at Tenant's option by notice in writing to
Landlord within ten (10) days thereafter, cancel this Lease. If either party
cancels the Lease as herein provided, the Landlord shall return any and all
monies previously deposited or paid by Tenant and the parties shall each
be discharged and released from all obligations hereunder. If possession is
delayed the termination date shall be postponed so that the length of the
Lease term remains as provided for hereinabove.
4. RENT
Tenant shall pay rent to Landlord as follows:
(1) Tenant agrees to pay Landlord as minimum rent, without notice
or demand, the monthly sum $2,750.00 beginning 120 days after the date of
possession (July 1, 1986, if date of possession is March 1, 1986) in
advance on or before the first day of each month of the lease term, except
that the first month's rent shall be paid upon the execution hereof. Rent
for any portion during the term hereof which is for less than one month
shall be a prorated portion of the monthly installment herein, based on a
30-day month. All rent shall be paid to Landlord without deduction or
offset in lawful money of the United States of America at such place as
Landlord may from time to time designate in writing.
(2) Additional charges as described below shall be deemed additional
rent and shall be paid at the same time and in accordance with the terms of
this paragraph. In the event that any rent, either minimum or additional
rent, is not paid when due, interest at the rate of 3% annum above the
publicly announced prime rate charged by Seattle-First National Bank from
time to time shall accrue from the date due until all rent and interest has
been paid in full. Acceptance by Landlord of partial payment of rent and/or
interest thereon shall not constitute a waiver of any remaining unpaid rent
and/or interest.
5. SECURITY DEPOSIT
Tenant has deposited with Landlord the sum of $2,750. Said sum shall be
held by Landlord as security for the faithful performance by Tenant of all
the terms, convenants, and conditions of this Lease to be kept and performed
by
3
Tenant during the term hereof. If Tenant defaults with respect to any
provision of this Lease, including, but not limited to, the provisions
relating to payment of rent, Landlord may (but shall not be required to) use,
apply, or retain all or any part of this security deposit for payment of rent
or any other sum in default or for the payment of any amount which Landlord
may spend or become obligated to spend by reason of Tenant's default or to
compensate Landlord for any other loss or damage which Landlord may suffer by
reason of Tenant's default. If any portion of said deposit is so used or
applied, Tenant shall, within five days after written demand thereof,
deposit cash with Landlord in an amount sufficient to restore the security
deposit to its original amount and Tenant's failure to do so shall be a
default under this Lease. Landlord shall not be required to keep the security
deposit separate from its general funds. Tenant shall receive any and all
interest accruing on such deposit. If Tenant shall fully and faithfully
perform every provision of this Lease to be performed by it, the security
deposit or any balance thereof shall be returned to Tenant or, at Landlord's
option, to the last assignee of Tenant's interest hereunder (within 10 days
following expiration of the lease term). In the event of termination of
Landlord's interest in this Lease, Landlord shall transfer said deposit to
Landlord's successor in interest. The use by Landlord of all or a portion of
the security deposit shall not constitute a limitation on Tenant's liability.
6. USE OF PREMISES
Tenant's use and occupancy of the Premises shall be for warehousing of
agricultural sprayers and repair, maintenance and storage of products and
equipment and other activities related to Tenant's business and related
office functions. Tenant shall not use or permit the Premises to be used for
any other purpose without the prior written consent of Landlord. At least
five parking stalls in the parking areas adjacent to the Premises shall be
available to Tenant as shown on Exhibit B, with access thereto, and shall be
used for vehicle parking only and not for storage, and garbage and refuse
awaiting collection shall be stored only in dumpster-type containers which
shall be placed in areas away from public view.
7. ADDITIONAL RENT
In addition to the minimum rent provided in subparagraph 4 (1)
hereinabove, and commencing at occupancy, Tenant shall pay to Landlord the
following items, herein called additional rent:
4
(1) All real estate taxes and insurance premiums on the Premises
including Land, Buildings, Project and other improvements thereon. Real
estate taxes shall include, without limitation, all real estate taxes and
assessments (general or special) that are levied upon and/or assessed against
such property, including all costs and expenses incurred by Landlord in good
faith to contest, resist, or appeal such taxes or assessments and insurance
shall include all insurance premiums for fire, extended coverage, liability,
and any other insurance that Landlord deems necessary on such property. The
costs of such taxes and insurance premiums for the purpose of this provision
shall be reasonably apportioned in accordance with the percentage of the
total floor area of the Premises as it relates to the total rentable floor
area of the Building or Project of which the Premises are a part. If any
tenants in said Building or Project pay taxes directly to any taxing
authority or carry their own insurance, as may be provided in their lease,
their square footage shall not be deemed a part of the floor area. The
apportionment of insurance premiums to be paid by Tenant shall be adjusted to
exclude additional premiums charged as a result of the possible hazardous
nature of business conducted on the property of which the Premises are a part
by any other tenant.
(2) That percent of the total cost of the following items as Tenant's
total floor area bears to the total floor area of the Building or Project of
which the Premises are a part:
(a) All real estate taxes, including assessments, and all
insurance costs relating to common areas, and all costs to maintain,
repair and replace common areas, parking areas, sidewalks, driveways,
exterior walls (including periodic painting thereof), roofs, and other
areas used in common by all tenants of the Building or Project and, in
addition, the structural parts of the Buildings, Project, and other
improvements in which the premises are located, which structural parts
include the foundation, bearing, and exterior walls (including glass
and doors) and subflooring.
(b) All reasonable costs to supervise and administer the
common areas, parking lots, sidewalks, driveways, and other areas used
in common by the tenants of such Building or Project.
5
Said costs shall include such fees as may be paid to a third party in
connection with same and shall in any event include a fee to Landlord
or Landlord's designee to supervise and administer same in an amount
commensurate with the prevailing rate for such services in the Seattle
areas for each year of the lease term.
(c) Any parking charges, utilities surcharges, or any other
costs levied, assessed, or imposed by or at the direction of or
resulting from statutes or regulations or interpretations thereof
promulgated by any governmental authority in connection with the use
or occupancy of the Premises or the parking facilities serving the
Premises.
Upon commencement of rental, Landlord shall submit to Tenant a statement of
the anticipated monthly additional rent for the period between such
commencement and the following January, which statement shall include the
component figures for additional rent and an explanation of the basis used to
calculate such figures and Tenant shall pay the same and all subsequent
monthly payments concurrently with the payment of minimum rent. Tenant shall
continue to make said monthly payments until notified by Landlord of a change
thereof. By March 1 of each year Landlord shall give Tenant a statement
showing the total additional rent for the Building or project for the prior
calendar year and Tenant's allocable share thereof, prorated from the
commencement of rental which statement shall include the component figures
for additional rent and an explanation of the basis used to calculate such
figures. In the event the total of the monthly payments which Tenant has made
for the prior calendar year is less than Tenant's actual share of such total
additional rent, then Tenant shall pay the difference in a lump sum within
ten days after receipt of such statement from Landlord and shall concurrently
pay the difference in monthly payments made in the then calendar year and the
amount of monthly payments which are then calculated as monthly additional
rent based on the prior year's experience. Any overpayment by Tenant shall be
credited towards the monthly additional rent next coming due.
8. USES PROHIBITED
Tenant shall not do or permit anything to be done in or about the
Premises nor bring or keep anything therein which will in any way increase
the existing rate of or affect any fire or other insurance upon the Building
or any of its
6
contents or cause a cancellation of any insurance policy covering the
Building or any part thereof or any of its contents. Tenant shall not do or
permit anything to be done in or about the Premises which will in any way
obstruct or interfer with the rights of other tenants or occupants of the
Building or injure or annoy them or use or allow the Premises to be used for
any improper, immoral, unlawful, or objectionable purpose, nor shall Tenant
cause, maintain, or permit any nuisance in, on, or about the Premises. Tenant
shall not commit or allow to be committed any waste in or upon the Premises.
9. COMPLIANCE WITH LAW
Tenant shall not use the Premises or permit anything to be done in or
about the Premises which will in any way conflict with any law, statute,
ordinance, or governmental rule or regulation now in force or which may
hereafter be enacted or promulgated. Tenant shall, at its sole cost and
expense, promptly comply with all laws, statutes, ordinances, and
governmental rules, regulations, or requirements now in force or which may
hereafter be in force and with the requirements of any board of fire
underwriters or other similar bodies now or hereafter constituted relating to
or affecting the condition, use, or occupancy of the Premises. The judgment
of any court of competent jurisdiction or the admission of Tenant in any
action against Tenant, whether Landlord be a party thereto or not, that
Tenant has violated any law, statute, ordinance, or governmental rule,
regulation, or requirement shall be conclusive of that fact as between
Landlord and Tenant.
10. ALTERATIONS AND ADDITIONS
Tenant shall not make or allow to be made any alterations, additions, or
improvements to or of the Premises or any part thereof without the prior
written consent of Landlord, and all improvements, alterations, or changes so
made shall become a part of the leased Premises and shall belong to Landlord
except for trade fixtures and equipment necessary to carry on the business of
Tenant, which trade fixtures and equipment may be removed by Tenant providing
Tenant, with all due diligence and at its sole cost and expense, repairs any
damage to the Premises caused by such removal. In the event Landlord consents
to the making of any alterations, additions, or improvements to the Premises
by Tenant, the same shall be made by Tenant at Tenant's sole cost and expense.
7
11. MAINTENANCE AND REPAIRS
Responsibility for maintenance and repairs shall be allocated between
Landlord and Tenant as follows:
(1) By entry hereunder, Tenant shall be deemed to have accepted
the Premises as being clean and in good order, condition, and repair.
Tenant shall, at Tenant's sole cost and expense, keep the Premises and
every part thereof in good condition and repair (except as hereinafter
provided with respect to Landlord's obligations) including without
limitation the maintenance, replacement, and repair of any doors,
windows, windows casements, plumbing, pipes, electrical wiring, and
conduits. Tenant shall, upon the expiration or sooner termination of
this Lease, surrender the Premises to Landlord in good condition, broom
clean, ordinary wear and tear and damage from causes beyond the
reasonable control of Tenant only excepted. Any damage to adjacent
premises caused by Tenant's use of the Premises shall be repaired at
the sole cost and expense of Tenant.
(2) Notwithstanding the provisions of subparagraph 11 (1) above,
Landlord shall, subject to the provisions of paragraph 7 hereinabove,
arrange for the repair and maintenance of the structural portions of
the Building or Project, including the exterior walls, roof, and
foundation. In the event the Building or Project of which the Premises
are a part is occupied by third parties, in addition to Tenant, and in
the event such maintenance and repairs are necessitated in whole or in
part by the acts, neglect, fault, or omission of any duty by Tenant,
its agents, servants, employees, invitees, or any damage caused by
breaking and entering, Tenant shall pay to Landlord the entire cost of
such maintenance and repairs rather than a prorated portion thereof as
provided in subparagraph 7(2)(a). Except as provided in paragraph 23
hereinbelow relating to reconstruction in the event of fire or other
perils, there shall be no abatement of rent and no liability of
Landlord by reason of any injury to or interference with Tenant's
business arising from the making of any repairs, alterations, or
improvements in or to any portion of the Building or Project or the
Premises or to fixtures, appurtenances, and equipment.
(3) Tenant shall obtain Landlord's written approval with respect
to a choice of contractor before Tenant undertakes the making of any
repairs hereunder,
8
which approval shall not be unreasonably withheld. To the extent
possible, Tenant agrees to employ Landlord's general contractor with
respect to such repairs, providing that said contractor's rates for
said work are reasonable and competitive.
(4) In the event the Premises or any portion of the Building or
Project should require any repairs which Landlord determines are
subject to cure by contractors' bonds or other warranties available to
Landlord, Tenant shall have the following subrogation rights with
respect to any such warranties: if such repairs are those to be
performed by Tenant, full rights; if such repairs are to be performed
by Landlord and reimbursed by Tenant, pro-rata rights with other
affected tenants. Otherwise, responsibility for repairs shall be as
provided in this Lease.
12. LIENS
Tenant shall keep the Premises and the property on which the Premises
are situated free from any liens arising out of any work performed, materials
furnished, or obligations incurred by Tenant. Landlord may require, at
Landlord's sole option, that Tenant shall provide Landlord, at Tenant's sole
cost and expense, a lien and completion bond in an amount equal to one and
one-half times the estimated cost of any improvements, additions, or
alterations in the Premises which Tenant desires to make, to insure Landlord
against any liability from mechanics' and materialmen's liens, and to insure
completion of the work. On final determination of the lien and claim for
lien, Tenant shall immediately pay any judgment rendered, together with all
proper costs and changes, and shall have the lien released or judgment
satisfied at no cost to Landlord.
13. HOLD HARMLESS
Tenant shall indemnify and hold harmless Landlord against and from any
and all claims arising from Tenant's use of the Premises or from the conduct
of its business or from any activity, work, or other things done, permitted,
or suffered by Tenant in or about the Premises and shall further indemnify
and hold harmless Landlord against and from any and all claims arising from
any breach or default in the performance of any obligation on Tenant's part
to be performed under the terms of this Lease or arising from any act or
negligence of Tenant or any officer, agent, employee, guest, or invitee of
Tenant, and from all costs, attorneys' fees, and liabilities incurred in or
about the defense of any such claim or any action or proceeding brought there
on
9
and in case any action or proceeding be brought against Landlord by reason of
such claim, Tenant, upon notice from Landlord, shall defend the same at
Tenant's expense by counsel reasonably satisfactory to Landlord. Tenant, as a
material part of the consideration to Landlord, hereby assumes all risk of
damage to property or injury to persons in, upon, or about the Premises from
any cause other than the negligence of Landlord, its agents, servants, or
employees and Tenant hereby waives all claims in respect thereof against
Landlord. Landlord or its agent shall not be liable for any loss or damage to
persons or property resulting from fire, explosion, falling plaster, steam,
gas, electricity, water, or rain which may leak from any part of the Building
or Project or from the pipes, appliances, or plumbing works therein or from
the roof, street, or subsurface, or from any other place resulting from
dampness, or from any other cause whatsoever, unless caused by or due to the
negligence of Landlord, its agents, servants, or employees. Landlord or its
agent shall not be liable for interference with the light or air, but shall
be responsible for any latent defect in the Premises. Tenant shall give
prompt notice to Landlord in case of casualty or accidents in the Premises.
14. SUBROGATION
As long as their respective insurers so permits, Landlord and Tenant
hereby mutually waive their respective rights of recovery against each other
for any loss insured by fire, extended coverage, and other property insurance
policies existing for the benefit of the respective parties. Each party shall
apply to their insurers to obtain said waivers. Each party shall obtain any
special endorsements, if required by their insurer, to evidence compliance
with the aforementioned waiver.
15. LIABILITY INSURANCE
Tenant shall, at Tenant's sole expense, obtain and keep in force during
the term of this Lease a policy of comprehensive public liability insurance
insuring Landlord and Tenant against any liability arising out of the
ownership, use, occupancy, or maintenance of the Premises and all areas
appurtenant thereto. Such insurance shall be in an amount not less than
$1,000,000 Combined Single Limit with respect to injuries to or death or
persons, and/or destruction of or damage to property. The limit of any such
insurance shall not, however, limit the liability of Tenant hereunder. Tenant
may provide this insurance under a blanket policy provided said insurance
shall have a landlord's protective liability endorsement attached
10
thereto. If Tenant shall fail to procure and maintain said insurance,
Landlord may, but shall not be required to, procure and maintain the same,
but at the expense of Tenant. Insurance required hereunder shall be in
companies rated A-XI or better in "Best's Insurance Guide". Tenant shall
deliver to Landlord, prior to right of entry, certificates evidencing the
existence and amounts of such insurance with loss payable clauses
satisfactory to Landlord. No policy shall be cancelable or subject to
reduction of coverage without prior written consent of Landlord. All such
policies shall be written as primary policies not contributing with and not
only in excess of coverage which Landlord may carry.
16. UTILITIES
Tenants shall pay for all water, gas, heat, light, power, sewer charges,
telephone service, and all other services and utilities supplied to the
Premises together with any taxes thereon. If any such services are not
separately metered to Tenant, Tenant shall pay a reasonable proportion to be
determined by Landlord on all charges jointly metered with other premises.
Tenant shall indemnify and save Landlord harmless against any liability or
damages on such accounts.
17. PERSONAL PROPERTY TAXES
Tenant shall pay or cause to be paid before delinquency any and all
taxes levied or assessed and which become payable during the term hereof upon
all tenants' leasehold improvements, equipment, furniture, fixtures, and any
other personal property located in the Premises. In the event any or all
of the Tenants' leasehold improvements, equipment, furniture, fixtures, and
any other personal property shall be assessed and taxed with the real
property, Tenant shall pay to Landlord its share of such taxes within 10 days
after delivery to Tenant by Landlord of a statement in writing setting forth
the amount of such taxes applicable to Tenant's property.
18. ENTRY BY LANDLORD
At any and all reasonable times during regular business, upon 24 hours
prior notice to Tenant, Landlord reserves and shall have the right to enter
the Premises to inspect the same a reasonable number of times, to submit the
Premises to prospective purchasers or tenants, to repair the Premises and any
portion of the Building or Project of which the Premises are a part that
Landlord may deem necessary or desirable, without abatement of rent, and may
for that
11
purpose erect scaffolding and other necessary structures where reasonably
required by the character of the work to be performed, always providing that
the entrance to the Premises shall not be blocked thereby and further
providing that the business of Tenant shall not be interfered with
unreasonably. Except as provided in paragraph 23 relating to abatement of
minimum rent as a result of damage to the Premises, Tenant hereby waives any
claim for damages or for any injury or inconvenience to or interference with
Tenant's business, any loss of occupancy or quiet enjoyment of the Premises,
and any other loss occasioned thereby. Landlord shall have the right to use
any and all means which Landlord may deem proper to open any doors or
otherwise obtain access to the Premises in an emergency, without liability to
Tenant except for any failure to exercise due care for Tenant's property, and
any entry to the Premises obtained by Landlord by any of said means or
otherwise shall not under any circumstances be construed or deemed to be a
forceable or unlawful entry into or a detainer of the Premises or an eviction
of Tenant from the Premises or any portion thereof.
19. ASSIGNMENT AND SUBLETTING
It is understood and agreed that Landlord may assign its interest in
this Lease as Landlord and Tenant hereby consents to such assignment. Tenant
shall not either voluntarily or by operation of law assign, transfer,
mortgage, pledge, hypothecate, or encumber this Lease or any interest therein
and shall not sublet the Premises or any part thereof or any right or
privilege appurtenant thereto or allow any person (the employees, agents,
servants, and invitees of Tenant excepted) to occupy or use the Premises or
any portion thereof without the prior written consent of Landlord, which
consent shall not be unreasonably withheld. A consent to one assignment,
subletting, occupation, or use by any other person shall not be deemed to be
a consent to any subsequent assignment, subletting, occupation, or use by
another person. Consent to any such assignment or subletting shall in no way
relieve Tenant of any liability under this Lease. Any such assignment or
subletting without such consent shall be void and shall, at the option of
Landlord, constitute a default under the terms of this Lease. Landlord may
assign the rental herein provided to any person, partnership, corporation, or
bank, and Tenant agrees when notified in writing by the assignee of such
assignment to make the rental payments to assignee under the terms of said
assignment.
12
20. HOLDING OVER
If Tenant remains in possession of the Premises or any part thereof
after the expiration of the term hereof with the express written consent of
Landlord, such occupancy shall be a tenancy from month to month at a rental
in the same amount as the last monthly minimum rent, plus all other charges
payable hereunder, and upon all the terms hereof applicable to a
month-to-month tenancy.
21. TENANT'S DEFAULT
The occurrence of any one or more of the following events shall
constitute a default and breach of this Lease by Tenant.
(1) Tenant vacates or abandons the Premises;
(2) Tenant fails to make any payment of rent or any other payment
required to be made by Tenant hereunder, as and when due, where such
failure shall continue for a period of three days after written notice
thereof by Landlord to Tenant;
(3) Tenant fails to observe or perform any of the covenants,
conditions, or provisions of this Lease to be observed or performed by
Tenant, other than described in subparagraph 21(2) above, where such
failure shall continue for a period of 30 days after written notice
thereof by Landlord to Tenant; provided, however, that if the nature of
Tenant's default is such that more than 30 days are reasonably required
by such cure, then Tenant shall not be deemed to be in default if
Tenant commences such cure within said 30 days and thereafter
diligently prosecutes such cure to completion;
(4) Tenant makes any general assignment or general arrangement
for the benefit of creditors or the filing by or against Tenant of a
petition to have Tenant adjudged a bankrupts, or a petition or
reorganization or arrangement under any law relating to bankruptcy
(unless, in the case of a petition filed against Tenant, the same is
dismissed within 60 days) or the appointment of a trustee or a receiver
to take possession of substantially all of Tenant's assets located at
the Premises or of Tenant's interest in this Lease, where possession is
not restored to Tenant within 30 days or the attachment, execution, or
other judicial seizure of substantially all of Tenant's assets located
at the Premises or of Tenant's interests
13
in this Lease where such seizure is not discharged within 30 days:
(5) Tenant makes or has made or furnishes or has furnished any
warranty, representation or statement to Landlord in connection with
this Lease, or any other agreement to which Tenant and Landlord are
parties, which is or was false or misleading in any material respect
when made or furnished;
(6) Tenant transfers any substantial portion of its assets or
incures any material obligation, unless such transfer or obligation is
incurred in the ordinary course of Tenant's business or in good faith
for fair equivalent consideration, or with Landlord's prior written
consent;
(7) Tenant fails to take possession of the Premises when Landlord
delivers the same by notifying Tenant that the Premises are ready for
occupancy.
22. REMEDIES ON DEFAULT
In the event of any such default or breach by Tenant, Landlord may at
any time thereafter with or without notice or demand and without limiting
Landlord in the exercise of a right or remedy which Landlord may have by
reason of such default or breach:
(1) Terminate Tenant's right to possession of the Premises by any
lawful means, in which case this Lease shall terminate and Tenant shall
immediately surrender possession of the Premises to Landlord. In such
event, Landlord shall be entitled to recover the costs set forth below;
(2) Maintain Tenant's right to possession, in which case this
Lease shall continue in full force and effect whether or not Tenant
shall have abandoned the Premises. In such event, Landlord shall be
entitled to enforce all of Landlord's rights and remedies under this
Lease including the right to recover the rent and any other charges and
additional rent as may become due hereunder;
(3) In the event of any default, reentry or repossession by
summary proceedings or otherwise, all rent and additional rent shall
become due hereunder and shall be paid up to the time of such reentry
or repossession, together with any such expenses as Landlord may
reasonably incur for attorneys' fees,
14
advertising expenses, brokerage fees and for putting the Premises in
good order or repairing the same for reletting, together with interest
thereon as provided herein accruing from the date of any such
expenditure by Landlord. Landlord agrees to make best efforts to relet
the premises at the same or higher minimum rent. Landlord's failure or
inability to relet the Premises or any part thereof shall not reduce or
restrict in any way Landlord's right to recover from Tenant all rent
and other charges as provided hereunder and, despite such failure or
inability to so relet the Premises or any part thereof, Tenant shall
pay to Landlord upon demand therefore any and all costs, including
without limitation, expenses of reletting including necessary
renovation and alteration of the Premises, reasonable attorneys' fees,
the amount by which the unpaid rent and other charges, additional rent,
and adjustments called for herein for the balance of the term exceed
the amount of any such loss for the unexpired term of the Lease and the
portion of any leasing commissions paid by Landlord applicable to the
unexpired term of the Lease. Unpaid installments of rent or other sums
due by Tenant to Landlord under this Lease shall bear interest from the
date due until paid in full at the rate of three percent (3%) per annum
over the publicly announced prime rate being charged from time to time
from the date due until paid in full by Seattle-First National Bank or
such other bank as Landlord may designate;
(4) Pursue any other remedy now or hereafter available to
Landlord under the laws or judicial decisions of the state in which the
Premises are located; and
(5) In the event of a retaking of possession of the Premises by
Landlord, Tenant shall remove all personal property located thereon and
upon failure to do so upon demand of Landlord, Landlord may remove and
store the same in any place selected by Landlord, including but not
limited to a public warehouse, at the expense and risk of Tenant. If
Tenant shall fail to pay the cost of storing any such property after it
has been stored for a period of 30 days or more, Landlord may sell any
or all of such property at a public or private sale and shall apply the
proceeds of such sale first to the cost of such sale, secondly to the
payment of the charges for storage, if any, and thirdly to the payment
of any other sums of money which may be due from Tenant to Landlord
under the terms of this Lease, and the balance, if any, to Tenant.
Tenant hereby
15
waives all claims for damages that may be caused by Landlord's lawfully
reentering and taking possession of the Premises or lawfully removing
and storing the property of Tenant as herein provided and will save
Landlord harmless from loss or damages occasioned by Landlord thereby
and no such lawful reentry shall be considered or construed to be a
forceable entry.
23. DAMAGE AND RECONSTRUCTION
Should the Premises be damaged during the term of this Lease, the
rights and responsibilities of Landlord and Tenant shall be as follows:
(1) In the event the Premises are damaged by fire or other perils
covered by extended coverage insurance, Landlord agrees to commence
repairs within thirty (30) days of the casualty and diligently
prosecute the same to completion and this Lease shall remain in full
force and effect, except that Tenant shall be entitled to a
proportionate reduction of the minimum rent from the date of damage and
while such repairs are being made, such proportionate reduction to be
based upon the extent to which the damage and making of such repairs
shall reasonably interfere with the business carried on by Tenant in
the Premises. If the damage is due to the fault or neglect of Tenant or
its employees, there shall be no abatement of rent.
(2) In the event the Premises are damaged as the result of any
cause other than the perils covered by fire and extended coverage
insurance, or if insurance proceeds are not available to Landlord, then
Landlord shall commence repairs within thirty (30) days of the casualty
and diligently prosecute the same to completion, provided the extent of
the destruction is less than 10% of the then full replacement cost of
the Premises. In the event the destruction of the Premises is to an
extent of 10% or more of the full replacement costs, then Landlord
shall have the option (a) to repair or restore such damage, this Lease
continuing in full force and effect, but the minimum rent to be
proportionately reduced as hereinabove provided, or (b) to give notice
to Tenant at any time within 60 days after such damage, terminating
this Lease as of the date specified in the notice, which date shall be
no more than 30 days after the giving of such notice. In the event of
giving such notice, this Lease shall expire and all interest of the
Tenant in the Premises shall terminate on the date so specified in such
notice and the minimum rent, reduced by a proportionate
16
reduction, based upon the extent, if any, to which such damage
interfered with the business carried on by Tenant in the Premises,
shall be paid up to the date of such termination.
(3) Notwithstanding anything to the contrary contained in this
paragraph, Landlord shall not have any obligation whatsoever to
repair, reconstruct, or restore the Premises when the damage
resulting from any casualty covered under this paragraph occurs
during the last 12 months of the term of this Lease or any
extension thereof. In such event, Landlord may, at Landlord's
option: (a) terminate this Lease in the manner provided in
subparagraph 23(2) above; or (b) reduce the minimum rent by a
proportion equal to the extent, if any, the damage interferes with
the business carried on by Tenant in the Premises. Landlord shall
not be required to repair any injury or damage by fire or other
cause or to make any repairs or replacements of any leasehold
improvements, fixtures, or other personal property of Tenant.
24. EMINENT DOMAIN
If 25% or more of the Premises shall be taken or appropriated by any
public or quasi-public authority under the power of eminent domain, either
party hereto shall have the right at its option within 60 days after said
taking to terminate this Lease upon 30 days' written notice. If less than 25%
of the Premises are taken (or 25% or more of the Premises are taken and
neither party elects to terminate as herein provided) the minimum rent
thereafter to be paid shall be equitably reduced. If any party of the
Building or Project of which the Premises are a part may be so taken or
appropriated, Landlord shall within 60 days of said taking have the right at
its option to terminate this Lease upon written notice to Tenant. In the
event of any taking or appropriation whatsoever, Landlord shall be entitled
to any and all awards and/or settlements which may be given and Tenant shall
have no claim against Landlord for the value of any unexpired term of this
Lease. Provided, however, that nothing contained herein shall be deemed to
give Landlord any interest in or to require Tenant to assign to Landlord any
interest in or to require Tenant to assign to Landlord any reward made to
Tenant for the taking of personal property or fixtures belonging to Tenant or
for the interruption of or damage to Tenant's business or for Tenant's moving
expenses.
17
25. SIGNS
Landlord shall provide for and place external signs on the Premises
provided such signs have been approved in advance by Tenant. Landlord shall
pay the costs of removal of such signs upon termination of the Lease and such
signs shall be the property of Tenant. At any time within 180 days prior to
the expiration of this Lease, Landlord may place upon the Premises "for
lease" signs. Landlord may place "for sale" signs on the Premises at any time
during the lease term. Please refer to Exhibit C, Signs Specifications.
26. SUBORDINATION AND MODIFICATION BY LENDER
Tenant agrees that this Lease shall be subordinate to any mortgage or
trust deeds that may hereinafter be placed upon the Premises or the Building
or Project of which the Premises are a part and to any and all advances to be
made thereunder, and to the interest thereon, and all renewals, replacements,
and extensions thereof; provided, the mortgagee or trustee named in said
mortgage or trust deeds shall agree in writing to recognize the Lease of the
Tenant in the event of foreclosure, if Tenant is not in default. In the
event of any mortgagee or trustee electing to have the Lease a prior lien to
its mortgage or deed trust, then and in such event, upon such mortgagee or
trustee notifying Tenant to that effect, this Lease shall be deemed prior in
lien to the said mortgage or trust deed whether or not this Lease is dated
prior to or subsequent to the date of said mortgage or trust deed. Within 15
days of presentation, Tenant agrees to execute any documents which such
mortgagee or trustee may require to effectuate the provisions of this
paragraph. Tenant further agrees that if, in connection with obtaining
financing for the Lands, Building, or Project, a lender or financier shall
request modification of this Lease as a condition to such financing, Tenant
shall not withhold, delay or defer its consent thereto, provided that such
modifications do not increase the obligations of Tenant hereunder or
adversely affect the leasehold interest hereby created.
27. TENANT'S STATEMENT
Tenant shall at any time and from time to time upon not less than three
days' prior written notice from Landlord execute, acknowledge, and deliver to
Landlord a statement in writing (a) certifying that this Lease is unmodified
and in full force and effect (or, if modified, stating the nature of such
modification and certifying that this Lease as so
18
modified is in full force and effect) and the date to which the rental and
other charges are paid in advance, if any, and (b) acknowledging that there
are not, to Tenant's knowledge, any uncured defaults on the part of Landlord
hereunder, or specifying such defaults if any are claimed, and (c) setting
forth the date of commencement of rents in expiration of the term thereof.
Any such statement may be relied upon by any prospective purchaser or
encumbrancer of all or any portion of the Land.
28. AUTHORITY OF TENANT
If Tenant is a corporation, each individual executing this Lease on behalf
of said corporation represents and warrants that he is duly authorized to
execute and deliver this Lease on behalf of said corporation, in accordance
with a certificate of an officer of said corporation, a copy of which is
attached hereto, in accordance with the by-laws of said corporation, and that
this Lease is binding upon said corporation in accordance with its terms.
29. GENERAL PROVISIONS
Landlord and Tenant agree to the following general provisions:
(1) WAIVER. The waiver by Landlord of any term, covenant, or
condition herein contained shall not be deemed to be the waiver of
such term, covenant, or condition or any subsequent breach of the
same or any other term, covenant, or condition herein contained.
The subsequent acceptance of rent hereunder by Landlord shall not
be deemed to be a waiver of any preceding default by Tenant of any
term, covenant, or condition of this Lease, other than the failure
of Tenant to pay the particular rental so accepted, regardless of
Landlord's knowledge of such preceding default at the time of the
acceptance of such rent.
(2) JOINT OBLIGATION. If there be more than one tenant, the
obligations hereunder imposed shall be joint and several.
(3) TIME. Time is of the essence of this Lease and each and
all provisions in which performance is a factor.
(4) PARAGRAPH HEADINGS. The paragraph headings of this Lease
are not a part of this Lease and shall have no effect upon the
construction or interpretation or any part hereof.
19
(5) SUCCESSORS AND ASSIGNS. The covenants and conditions
herein contained, subject to the provisions as to assignment, apply
to and bind the heirs, successors, executors, administrators, and
assigns of the parties hereto.
(6) RECORDATION. Neither Landlord nor Tenant shall record
this Lease, but a short form memorandum hereof may be recorded at
the request of Landlord.
(7) QUIET POSSESSION. Upon Tenant paying the rent reserved
hereunder and performing all of the covenants, conditions, and
provisions on Tenant's part to be observed and performed hereunder,
Tenant shall have quiet possession of the Premises for the entire
term hereof, subject to all the provisions of this Lease.
(8) LATE CHARGES. Tenant hereby acknowledges that late payment
by Tenant to Landlord of rent or other sums due hereunder will cause
Landlord to incur costs not contemplated by this Lease, the exact
amount of which will be extremely difficult to ascertain. Such
costs include but are not limited to processing and accounting
charges and late charges which may be imposed upon Landlord by
terms of any mortgage or trust deed covering the Premises. Accordingly,
if any installment of rent or any sum due from Tenant should not be
received by Landlord or Landlord's designee within 30 days after
written notice that said amount is past due, then Tenant shall pay
to Landlord a late charge equal to 10% of such overdue amount, plus
any attorney's fees incurred by Landlord by reason of Tenant's
failure to pay rent and/or other charges when due hereunder. The
parties hereby agree that such late charges represent a fair and
reasonable estimate of the cost that Landlord will incur by reason
of the late payment by Tenant. Acceptance of such late charges by
Landlord shall in no event constitute a waiver of Tenant's default
with respect to such overdue amount, nor prevent Landlord from
exercising any of the other rights and remedies granted hereunder.
(9) PRIOR AGREEMENTS. This Lease contains all of the
agreements of the parties hereto with respect to any matter covered
or mentioned in this Lease and no prior agreements or
understandings pertaining to any such matters shall be effective
for any purpose. No provisions of this Lease may be amended or
added to except by agreement in writing signed by the parties
20
hereto or their respective successors in interest. This Lease shall
not be effective or binding upon any party until fully executed by
both parties hereto.
(10) INABILITY TO PERFORM. This Lease and the obligations of
Tenant hereunder shall not be affected or impaired because Landlord
is unable to fulfill any of its obligations hereunder or is delayed
in doing so, if such inability or delay is caused by reason of
strike, labor troubles, acts of God, or any other cause beyond the
reasonable control of the Landlord.
(11) PARTIAL INVALIDITY. 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 such other
provision shall remain in full force and effect.
(12) CUMULATIVE REMEDIES. No remedy of election hereunder shall
be deemed exclusive but shall whenever possible be cumulative with
all other remedies at law or in equity.
(13) CHOICE OF LAW. This Lease shall be governed by the laws of
the state in which the Premises are located.
(14) ATTORNEYS' FEES. In the event of any action or proceeding
brought by either party against the other under this Lease, the
prevailing party shall be entitled to recover for the fees of its
attorneys in such action or proceeding, including costs of appeal,
if any, in such amount as the court may adjudge reasonable as
attorneys' fees. In addition, should it become necessary for
Landlord to employ legal counsel to enforce any of the provisions
herein contained, Tenant agrees to pay all attorneys' fees and
court costs reasonably incurred. For the purposes of this
provision, the terms "action" or "proceeding" shall include
arbitration, administrative, bankruptcy, and judicial proceedings
including appeals therefrom.
(15) SALE OF PREMISES BY LANDLORD. In the event of any sale of
the Premises by Landlord, Landlord shall be and is hereby entirely
freed and relieved of all liability under any and all of its
covenants and obligations contained in or derived from this Lease
arising out of any act, occurrence, or omission of Landlord
occurring after the consummation of such sale; provided that the
purchaser, at such sale or any subsequent sale of the Premises by
written agreement
21
between the parties or their successors in interest or between the
parties and any such purchaser, agrees to assume and to carry out
any and all of the covenants and obligations of Landlord under this
Lease.
(16) REAL ESTATE COMMISSION. Tenant warrants that no real
estate broker or agent has been employed or is entitled to receive
any commission of fee with respect to this transaction other than
the brokers or agents to whom Landlord has consented by written
agreement. Tenant shall indemnify and save Landlord harmless from
the claims of any real estate brokers or agents with whom Tenant
may have dealt with respect to this transaction, other than as so
consented to by Landlord. Landlord acknowledges that the firm of
Xxxxx & Xxxxx Commercial Brokerage is entitled to receive a real
estate commission from Landlord with respect to this transaction.
(17) EXECUTION. This Lease has been executed in several
counterparts, each of which shall be deemed an original instrument.
(18) NOTICES. All notices to be given hereunder shall be deemed
to have been given when given in writing by depositing the same in
the United States mail, postage prepaid, registered or certified,
and addressed to the party at the respective mailing address as
herein set forth.
To Landlord at:
00 Xxxxxxxxx Xxxx Limited Partnership
c/o Park Properties Management Company
310 Leschi Lakecenter
000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
To Tenant at:
Maruyama U.S., Inc.
00000 X.X. 00xx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
It is understood that each party may change the address to which notices may
be sent by giving a written notice of such change to the other party hereto
in the manner herein provided.
22
30. RIGHTS OF FIRST REFUSAL
For the term of this Lease, including any extensions thereof, and
provided that Tenant is not in default as determined by Landlord under any of
the terms, conditions or covenants of this Lease, Landlord shall extend to
Tenant the right of first refusal on all, but not a portion of, the 3,200
square feet of space adjacent to the premises ("Option Space"). The Option
space is shown on the attached Exhibit B. At such times as the Option Space
is vacant and Landlord has an offer to lease such space, Landlord shall
notify Tenant of the offer being made by a third party, including
commencement date, term, minimum rent, additional rent, rent abatement
provisions and other material terms, and Tenant shall have five (5) days
(from receipt of written notice) in which to notify Landlord of its desire to
match such offer. At the end of the 5-day notice period, Tenant's right of
first refusal shall expire as to that offer.
31. OPTION TO RENEW
Provided that Tenant is not in default as determined by Landlord under
any of the terms, conditions and covenants of this Lease, Tenant shall have
the right to extend the term of this Lease for an additional two (2) year
term by giving Landlord not less than one hundred eighty (180) days written
notice. The minimum rent during such extension term shall be at market rate
for comparable space in the Redmond area at the time of such renewal;
additional rent and other terms and conditions shall be as provided herein.
In no event, however, shall the minimum rate be less than that payable by
Tenant during the immediately preceding year of the lease term.
IN WITNESS WHEREOF, the parties hereto have executed this Lease the day
and year first above written.
TENANT LANDLORD
MARUYAMA U.S., INC. 00 XXXXXXXXX XXXX
LIMITED PARTNERSHIP
/s/ Tiazo Imanishi /s/ Xxxx X. Xxxxxx
-------------------------- -----------------------------
By: Xxxxx Xxxxxxxx By: Xxxx X. Xxxxxx
----------------------- Its: General Partner
Its: President
-------------------
23
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this day personally appeared before me Xxxxx Xxxxxxxx, President of
Maruyama U.S., Inc., a Washington corporation, the corporation that executed
the foregoing instrument, and acknowledged the said instrument to be the free
and voluntary act and deed of said corporation, for the uses and purposes
therein mentioned, and on oath stated that he/she was authorized to executed
the said instrument.
GIVEN under my hand and official seal this 4th day of February, 1986.
/s/ Xxxxx X. Xxxx
-------------------------------------
NOTARY PUBLIC in and for the State
of Washington residing at Renton
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this day personally appeared before me Xxxx X. Xxxxxx, General Partner
of 00 Xxxxxxxxx Xxxx Limited Partnership, a Washington limited partnership,
the limited partnership that executed the foregoing instrument, and
acknowledged the said instrument to be the free and voluntary act and deed of
said limited partnership, for the uses and purposes therein mentioned, and on
oath stated that he was authorized to executed the said instrument.
GIVEN under my hand and official seal this 11th day of March, 1986.
/s/ Xxxxx X. Xxxxxxx
-------------------------------------
NOTARY PUBLIC in and for the State
of Washington residing at Renton
24
CERTIFICATE OF OFFICER OF TENANT
The undersigned hereby certified that he or she is the duly elected,
qualified, and acting President/Secretary/other of Maruyama U.S., Inc., a
corporation organized under the laws of the State of Washington; that he or
she was duly elected to such office by the Directors of such corporation on
Feb 3, 1986; that since his or her election he or she has continued to serve
and presently serves in such office and that he or she is fully authorized to
execute for and on behalf of and in the name of the corporation that certain
Lease dated Feb. 4, 1986 between the Maruyama U.S., Inc. as Tenant, and 00
Xxxxxxxxx Xxxx Limited Partnership, as Landlord.
IN WITNESS WHEREOF, the undersigned has set his or her hand and caused
the seal of the corporation to be affixed hereto this 4th day of February
1986.
/s/ [Xxxxx Xxxxxxxx]
-------------------------------------
Subscribed and sworn to before me this 4th day of February, 1986.
/s/ Xxxxx X. Xxxx
-------------------------------------
NOTARY PUBLIC in and for
State of Washington
Residing at Renton
EXHIBIT A
PARCEL A
Lots 1 through 4, inclusive, City of Xxxxxxx Xxxxx Xxxx Xx. XX-00-00,
recorded under King County Recording No. 8209150764, being formerly known as
Lot 13, Willows Industrial Center, according to the plat recorded in Volume
103 of Plats, pages 2 through 5, inclusive, in King County, Washington.
PARCEL B
A 30 foot easement for ingress, egress and utilities, as established by
instruments recorded under Recording Nos. 8209150764 and 8212060396, over,
under and across the following described parcel:
Commencing at the Northeast corner of Xxx 00, Xxxxxxx Xxxxxxxxxx Xxxx,
according to the plat recorded in Volume 103 of Plats, pages 2 through 5, in
King County, Washington, said point being the true point of beginning; thence
along the East line of said Lot 13 and along the arc of a curve to the right
having a radius of 1,923.50 feet, a delta of 0 DEG. 13'54", a chord bearing
of South 8 DEG. 27'33" East, a chord length of 2.18 feet, an arc length of
2.18 feet; thence South 89 DEG. 47'24" West 578.64 feet to the West line of
said Lot 13 and the Easterly margin of 000xx Xxxxxx Xxxxxxxxx; thence along
said margin North 0 DEG. 14'35" West 23.08 feet to the corner common to Lots
12 and 13 of said plat; thence continuing along said margin and the West line
of said Xxx 00 Xxxxx 0 XXX. 00'00" Xxxx 6.93 feet; thence departing said
margin North 89 DEG. 47'24" East 574.09 feet to the East line of said Lot 12
and a point on a curve; thence a long an arc of a curve to the right having a
radius of 1,923.50 feet, a delta of 0 DEG. 50'21", a chart bearing South 3
DEG. 54'40" East, a chord length of 28.17 feet, an arc length of 28.17 feet
to the Northeast corner of said Lot 13 and the true point of beginning;
EXCEPT that portion thereof lying within Parcel A described above.
EXHIBIT C
SIGNAGE SPECIFICATIONS
1. 16" letter height for up to 15 letters of signage with logo or,
2. if more than 12 letters, 12" letter height, up to 20 letters and,
3. consistent with the signage at Unigard.
Letters must be applied, raised letters not painted on the building.
EXHIBIT D
TENANT IMPROVEMENTS
The following is a description of the tenant improvements to be provided for
Maruyama in accordance with the drawings provided.
Office Description
------------------
Ceilings: Suspended 2 x 4 grid system with standard
acoustical tile
Wall: Painted gyp-board (color to be selected by
tenant)
Floors: Glu-down carpeting in office areas and sheet
vinyl in restrooms
Base: 4" rubber base in carpted areas and vinyl cove
base in restrooms
Doors: Stain grade solid core, birch wood doors,
finished with stain and varnish (3' x 7')
Frames: Stain grade wood frames finished with stain and
varnish
Interior Window: Single pane at conference room
Restrooms: Two per handicapped code
Heat: Air conditioned
Electrical Outlets: As shown on plans
Telephone Outlets: As shown on plans
Lights: 2 x 4 fluorescent fixtures (65 f.c.)
Signage: Provided by Landlord with Tenant's name and logo
to be placed on the exterior of the building above
the office entry, per building standards
Insulation: R-19 over suspended ceiling and R-11 at
perimeter walls of office area only
Counter/Cabinet: Located in conference room with cabinet portion
at either end
Counter/Cabinet w/sink: Located adjacent to restrooms with lower area
cabinet
EXHIBIT D
page -2-
Sprinkling: Provided in accordance with code requirements
Plumbing: One men's and one women's restroom with fixtures
as shown on plans (toilets to be tank type)
Warehouse Description
---------------------
Ceilings: Open to structure
Lights: Hook up existing fluorescent lighting,
reposition for work bench & workstation
Walls: Concrete and gyp board unpainted
Water: Exterior water bib at northeast bay
Floors: Sealed concrete
Heat: Space heaters for freeze protection
Sprinklered: Yes, to meet code requirements
Door System: Dock-high and drive-in, buzzer by main door
Office Window: Sliding glass window for warehouse work station
Construction to be substantially completed not later than March 15, 1986.
1
1. PARTIES
This Lease is entered into this 21st day of March, 1986, by and between
00 Xxxxxxxxx Xxxx Limited Partnership, a Washington limited partnership
(hereinafter designated "Landlord") and Maruyama U.S., Inc., a Washington
corporation (hereinafter designated "Tenant").
2. PREMISES
Landlord hereby leases to Tenant and Tenant hereby leases from Landlord
that certain space (hereinafter designated the "Premises") containing
approximately 5,600 square feet of floor area. The Premises constitute a
portion of a building (the "Building") located at 00000 X.X. 00xx Xxxxxx,
Xxxxxxx, Xxxxxxxxxx 00000 and situated upon the real property legally
described on Exhibit A attached hereto and incorporated herein by this
reference (the "Land"). (The term "Project" as used in this Lease means the
improvements constructed or which may be constructed upon the Land from time
to time, including, without limitation, the Building.) The Premises are shown
on Exhibit B (drawing dated February 4, 1986) attached hereto and
incorporated herein by this reference. The Landlord will build out the
Premises at its won expense pursuant to the specifications, terms, and
conditions shown in Exhibit D.
The following areas adjacent or located in or on the Premises Building,
Project or Land shall constitute common areas available for Tenant's
non-exclusive use including without limitation: walkways, hallways,
stairways, driveways, lavatories, landscaped areas and grounds, parking
areas, and all other areas used in common by the tenants, landlord, invitees
and employees of the Tenants of the Building and the Project.
All common areas shall be subject to Landlord's sole management and control
and shall be operated and maintained in such manner as Landlord, in its sole
discretion shall determine. Landlord may, from time to time in Landlord's
sole discretion alter, modify or change the dimensions and location of the
common areas.
3. LEASE TERM AND COMMENCEMENT DATE
This Lease shall be for three years and shall commence on March 21, 1986
(the "Commencement Date") and shall end on March 20, 1989. Landlord shall not
be liable for failure to give possession of the Premises on the Commencement
Date by reason of the fact that the Premises are not ready for occupancy, or
due to a prior tenant wrongfully holding over or any other persons wrongfully
occupying the Premises or for any other reason. In such event, payment of
rent and other charges hereunder shall not commence until the day
2
that possession is given or is available to Tenant and the Commencement Date
shall be postponed until that day. Notwithstanding the foregoing, if Landlord
shall not have delivered possession of the Premises by within 180 days from
the commencement date, Tenant may at Tenant's option by notice in writing to
Landlord within ten (10) days thereafter, cancel this Lease. If either party
cancels the Lease as herein provided, the Landlord shall return any and all
monies previously deposited or paid by Tenant and the parties shall each be
discharged and released from all obligations hereunder. If possession is
delayed the termination date shall be postponed so that the length of the
Lease term remains as provided for hereinabove.
4. RENT
Tenant shall pay rent to Landlord as follows:
(1) Tenant agrees to pay Landlord as minimum rent, without
notice or demand, the monthly sum $2,750.00 beginning 120 days after
the date of possession (July 1, 1986, if date of possession is March 1,
1986) in advance on or before the first day of each month of the lease
term, except that the first month's rent shall be paid upon the
execution hereof. Rent for any portion during the term hereof which is
for less than one month shall be a prorated portion of the monthly
installment herein, based on a 30-day month. All rent shall be paid to
Landlord without deduction or offset in lawful money of the United
States of America at such place as Landlord may from time to time
designate in writing.
(2) Additional charges as described below shall be deemed
additional rent and shall be paid at the same time and in accordance
with the terms of this paragraph. In the event that any rent, either
minimum or additional rent, is not paid when due, interest at the rate
of 3% per annum above the publicly announced prime rate charged by
Seattle-First National Bank from time to time shall accrue from the
date due until all rent and interest has been paid in full. Acceptance
by Landlord of partial payment of rent and/or interest thereon shall
not constitute a waiver of any remaining unpaid rent and/or interest.
5. SECURITY DEPOSIT
Tenant has deposited with Landlord the sum of $2,750. Said sum shall be
held by Landlord as security for the faithful performance by Tenant of all
their terms, covenants, and conditions of this Lease to be kept and performed
by
3
Tenant during the term hereof. If Tenant defaults with respect to any
provision of this Lease, including, but not limited to, the provisions
relating to payment of rent, Landlord may (but shall not be required to) use,
apply, or retain all or any part of this security deposit for payment of rent
or any other sum in default or for the payment of any amount which Landlord
may spend or become obligated to spend by reason of Tenant's default or to
compensate Landlord for any other loss or damage which Landlord may suffer by
reason of Tenant's default. If any portion of said deposit is so used or
applied, Tenant shall, within five days after written demand thereof, deposit
cash with Landlord in an amount sufficient to restore the security deposit to
its original amount and Tenant's failure to do so shall be a default under
this Lease. Landlord shall not be required to keep the security deposit
separate from its general funds. Tenant shall receive any and all interest
accruing on such deposit. If Tenant shall fully and faithfully perform every
provision of this Lease to be performed by it, the security deposit or any
balance thereof shall be returned to Tenant or, at Landlord's option, to the
last assignee of Tenant's interest hereunder (within 10 days following
expiration of the lease term). In the event of termination of Landlord's
interest in this Lease, Landlord shall transfer said deposit to Landlord's
successor in interest. The use by Landlord of all or a portion of the
security deposit shall not constitute a limitation on Tenant's liability.
6. USE OF PREMISES
Tenant's use and occupancy of the Premises shall be for warehousing of
agricultural sprayers and repair, maintenance and storage of products and
equipment and other activities related to Tenant's business and related
office functions. Tenant shall not use or permit the Premises to be used for
any other purpose without the prior written consent of Landlord. At least
five parking stalls in the parking areas adjacent to the Premises shall be
available to Tenant as shown on Exhibit B, with access thereto, and shall be
used for vehicle parking only and not for storage, and garbage and refuse
awaiting collection shall be stored only in dumpster-type containers which
shall be placed in areas away from public view.
7. ADDITIONAL RENT
In addition to the minimum rent provided in subparagraph 4 (1)
hereinabove, the commencing at occupancy, Tenant shall pay to Landlord the
following items, herein called additional rent:
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this 21st day of January, 1997, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn
personally appeared Xxxxx X. Xxxxxxxx, known to me to be the VP-Controller of
Maruyama U.S., Inc., the corporation that executed the foregoing instrument,
and acknowledged the said instrument to be the free and voluntary act and
deed of said corporation, for the purposes therein mentioned, and on oath
stated that he was authorized to execute said instrument.
I certify that I know or have satisfactory evidence that the person
appearing before me and making this acknowledgement is the person whose true
signature appears on this document.
WITNESS my hand and official seal hereto affixed the day and year in the
certificate above written.
Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx
-----------------------------------------------------
NOTARY PUBLIC in and for the State of Washington,
residing at Woodinville. My commission expires: 0-0-00
XXXXX XX XXXXXXXXXX )
) ss.
COUNTY OF KING )
On this 17th day of January, 1997, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn
personally appeared Xxxxxx X. Xxxxxx, known to me to be the Chief Financial
Officer of Coinstar, the corporation that executed the foregoing instrument,
and acknowledged the said instrument to be the free and voluntary act and
deed of said corporation, for the purposes therein mentioned, and on oath
stated that Xxxxxx X. Xxxxxx was authorized to execute said instrument.
I certify that I know or have satisfactory evidence that the person
appearing before me and making this acknowledgement is the person whose true
signature appears on this document.
WITNESS my hand and official seal hereto affixed the day and year in the
certificate above written.
Xxxx Xxxxx Xxxxx
-----------------------------------------------------
NOTARY PUBLIC in and for the State of Washington,
residing at Issaquah. My commission expires: 3-13-2000
[SEAL]
EXHIBIT B
---------
Exhibit B to Sublease dated January 15, 1996, by and between Maruyama
U.S., Inc., as Sublessor and Coinstar Inc., as Sublessee.
[FLOOR PLAN]
CONSENT TO SUBLEASE
UVAG REALTY PARTNERSHIP, as successors in interest to The Equitable Life
Assurance Society of the United States ("Landlord"), as Landlord under that
certain Lease (the "Lease") dated March 21, 1986, as amended by Amendment
Number One, dated April 19, 1988; Amendment No. 2, dated September 5, 1990;
and Amendment No. 3, dated September 1, 1994, by and between Landlord and
MARUYAMA U.S., INC. ("Tenant"), as Tenant, subject to and specifically
conditioned upon the following terms and conditions hereby grants its consent
to the Sublease dated January 15, 1997 made by and between the Tenant, as
Sublessor, and COINSTAR, INC. ("Sublessee"), as sublessee, a copy of which is
attached hereto as Exhibit A (the "Sublease"), covering certain premises (the
"Premises") as more particularly described in the Sublease, in the building
known as 00000 XX 00xx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000.
The capitalized terms used herein and not otherwise defined shall have
the meanings ascribed thereto in the Lease. This Consent to Sublease and the
acknowledgment and acceptance of the conditions hereof may be executed in
counterparts, each of which shall be considered an original but constituting
one and the same document.
As conditions to the consent of Landlord to the Sublease, it is understood
and agreed as follows:
1. NO RELEASE. This Consent to Sublease shall in no way release the
Tenant or any person or entity claiming by, through or under
Tenant, including Sublessee, from any of its covenants,
agreements, liabilities and duties under the Lease (including,
without limitation, all duties to cause and keep Landlord and others
named or referred to in the Lease fully insured and indemnified
with respect to any acts or omissions of Sublessee or its agents,
employees or invites or other matters arising by reason of the
Sublease or Sublessee's use or occupancy of the Premises), as the
same may be amended from time to time, without respect to any
provision to the contrary in the Sublease.
2. SPECIFIC PROVISIONS OF LEASE AND SUBLEASE. This Consent to
Sublease consenting to a sublease to Sublessee does not constitute
approval by Landlord of any of the provisions of the Sublease
document or agreement thereto or therewith; nor shall the same be
construed to amend the Lease in any respect, any purported
modifications being solely for the purpose of setting forth the
rights and obligations as between Tenant and Sublessee, but not
binding Landlord.
3. AMENDMENT OF SUBLEASE. Tenant and Sublessee shall not amend in
any respect the Sublease without the prior written approval of
Landlord. In no event shall any such amendment affect or modify or
be deemed to affect or modify the Lease in any respect.
4. LIMITED CONSENT. This Consent to Sublease does not and shall not
be construed or implied to be a consent to any other matter for
which Landlord's consent is required under the Lease, including,
without limitation, any alterations under Section 10 of the Lease.
5. TENANT'S CONTINUING LIABILITY. Tenant shall be liable to
Landlord for any default under the Lease, whether such default is
caused by Tenant or Sublessee or anyone claiming by or through
either Tenant or Sublessee, but the foregoing shall not be deemed
to restrict or diminish any right which Landlord may have against
Sublessee pursuant to the Lease, in law or in equity for violation
of the Lease or otherwise, including, without limitation, the right
to enjoin or otherwise restrain any violation of the Lease by
Sublessee.
6. ACCEPTANCE BY TENANT AND SUBTENANT. Tenant and Sublessee
understand and acknowledge that Landlord has agreed to execute this
Consent to Sublease based upon Tenant's and Sublessee's
acknowledgement and acceptance of the terms and conditions hereof.
7. SUBORDINATION. The Sublease is, in all respects, subject and
subordinate to the Lease, as the same may be amended. Furthermore,
in the case of any conflict between the provisions of this Consent
to Sublease or the Lease and the provisions of the Sublease, the
provisions of this Consent to Sublease or the Lease, as the case may
be, shall prevail unaffected by the Sublease.
8. ADDITIONAL RENT. Notwithstanding anything to the contrary herein,
Tenant acknowledges and agrees that Tenant will promptly pay to
Landlord as required under Section 7 of the Lease, and otherwise
comply with the provisions of Section 19 and any other Section of
the Lease which may be relevant to the Sublease. Without limiting
the generality of the foregoing, Tenant specifically agrees to pay
all of Landlord's costs, charges and expenses, including attorneys'
fees, incurred in connection with the Sublease and this Consent to
sublease upon submission of bills therefor, and that the failure to
pay the same upon demand shall be a default under the Lease.
9. TERMINATION OF LEASE. If at any time prior to the expiration of
the term of the Sublease the Lease shall terminate or be terminated
for any reason (or Tenant's right to possession shall terminate
without termination of the Lease), the Sublease shall simultaneously
terminate. However, Sublessee agrees, at the election and upon
written demand of Landlord, and not otherwise, to attorn to Landlord
for the remainder of the term of the Sublease, such attornment to be
upon all of the terms and conditions of the Lease. The foregoing
provisions of this paragraph shall apply notwithstanding that, as a
matter of law, the Sublease may otherwise terminate upon the
termination of the Lease and shall be self-operative upon such
written demand of the Landlord, and no further instrument shall be
required to give effect to said provisions. Upon the demand of
Landlord, however, Sublessee agrees to execute, from time to time,
documents in confirmation of the foregoing provisions of this
paragraph satisfactory to Landlord in which Sublessee shall
acknowledge such attornment and shall set forth the terms and
conditions of its tenancy. Nothing contained in this paragraph shall
be construed to impair or modify any right otherwise exercisable by
the Landlord, whether under the Lease, any other agreement or in
law.
10. SERVICES. Tenant hereby agrees that Landlord may furnish to the
Premises services requested by Sublessee other than or in addition
to those to be provided under the Lease, and xxxx the Sublessee
directly for such services for the convenience of and without notice
to Tenant. Sublessee hereby agrees to pay Landlord all amounts which
may become due for such services on the due dates therefor. If
Sublessee shall fail to do so, however, Tenant agrees to pay such
amounts to Landlord upon demand as Additional Rent under the Lease,
and the failure to pay the same upon demand shall be a payment
default under the Lease.
11. NO WAIVER; NO PRIVITY. Nothing herein contained shall be deemed
a waiver of any of the Landlord's rights under the Lease. In no
event, however, shall Landlord be deemed to be in privity of
contract with Sublessee or owe any obligation or duty to Sublessee
under the Lease or otherwise, any duties of Landlord under the Lease
being in favor of, for the benefit of and enforceable solely by
Tenant.
12. NOTICES. Sublessee agrees to promptly deliver a copy to Landlord
of all notices of default and all other notices sent to Tenant under
the Sublease, and Tenant agrees to promptly deliver a copy to
Landlord of all such notices sent to the Sublessee under the
Sublease. All copies of any such notices shall be delivered
personally or sent by United States registered or certified mail,
postage prepaid, return receipt requested, to UVAG Realty
Partnership, 0000 Xxxxx Xxxxxx, Xxxxxxxxxx Xxxxx, Xxxxxxx,
Xxxxxxxxxx 00000, or to such other place or persons as Landlord or
its agent may from time to time designate.
13. RESERVATION OF RIGHTS. This Consent to Sublease shall be deemed
limited solely to the Sublease, and Landlord reserves the right to
consent or to withhold consent
and all other rights under the Lease with respect to any other
matters including, without limitation, any proposed alterations and
with respect to any further or additional subleases, assignments or
transfers of the Lease or any interest therein or thereto including,
without limitation, a sublease or any assignment of this Sublease.
14. TENANT AND SUBTENANT BOUND. By executing this Consent to Sublease,
Tenant and Sublessee acknowledge and agree to be bound by all of
the terms and conditions of Landlord's consent to the Sublease as
set forth herein.
Dated the 15th day of January, 1997.
LANDLORD:
By: UVAG REALTY PARTNERSHIP
By: UVAG, Inc., a general partner
By: X. X. Xxxx Date: 1/21/97
--------------------------------- --------------------
Its: Vice President
------------------------------
TENANT:
MARUYAMA U.S., INC.
By: Xxxxx X. Xxxxxxxx Date: 1-20-97
--------------------------------- --------------------
Its: VP-Controller
------------------------------
SUBLESSEE:
COINSTAR, INC.
By: Xxxxxx X. Xxxxxx Date: 1-17-97
--------------------------------- --------------------
Its: Chief Financial Officer
------------------------------
