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EXHIBIT 10.8
K & P LEASING COMPANY
OFFICE BUILDING LEASE
THIS LEASE is made and entered into this 29th,day of September,1997, by and
between K & P Leasing Company (hereinafter "Landlord") and International Barter
Corporation (hereinafter "Tenant").
For and in consideration of the rental and of the covenants and agreements
hereinafter set forth to be kept and performed by the Tenant, Landlord hereby
leases to Tenant and Tenant hereby leases from Landlord the Premises herein
described for the term, at the rental and subject to and upon all of the terms,
covenants and agreements hereinafter set forth.
1. PREMISES
1.1 Description. Landlord hereby leases to Tenant and Tenant hereby
hires from Landlord those certain Premises (hereinafter "Premises") together
with appurtenances, situated in the City of SeaTac, County of King, State of
Washington, commonly known as the 21400 Building, more particularly described as
follows:
Suites 206/207
21400 Building
00000 Xxxxxxx Xxxxxxx Xxxxx
Xxxxxx, XX 00000
1.2 Work of Improvement. The obligations of Landlord and Tenant to
perform the work and supply the necessary materials and labor to prepare the
Premises for occupancy are set forth in detail. Landlord and Tenant shall expend
all funds and do all acts required of them and shall have the work performed
promptly and diligently in a first class workmanlike manner.
2. TERM
2.1 Term. The term of this lease shall be for a period of TWO YEARS
commencing on the 1st day of October 1997, and ending on the 30th day of
September, 1999, unless sooner terminated pursuant to this Lease.
2.2 Delay in Commencement. Tenant agrees that in the event of the
inability of Landlord for any reason to deliver possession of the Premises to
Tenant on the commencement date set forth in Section 2.1, Landlord shall not be
liable for any damage thereby nor shall such inability affect the validity of
this Lease of the obligations of Tenant hereunder, but in such case Tenant shall
not be obligated to pay rent or other monetary sums until possession of the
Premises is tendered to Tenant. If Tenant with Landlord's consent takes
possession prior to the commencement of the term, Tenant shall do so subject to
all of the terms and conditions hereof and shall pay rent for the period ending
with the commencement of the term at the same rental.
2.3 Acknowledgment of Commencement Date. In the event the commencement
date of the term of the Lease is other than as provided in Section 2.1, then
Landlord and Tenant shall execute a written
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acknowledgment of the date of commencement and shall attach it to the Lease.
3. RENT. Tenant shall pay to Landlord as rent for the Premises in advance on the
first day of each calendar month of the term of this Lease without deduction,
offset, prior notice or demand, in lawful money of the United States, the sum of
ONE THOUSAND EIGHT HUNDRED AND FIFTY DOLLARS ($1850.00). Rent shall be paid as
follows: $1.300.00 Cash Per Month plus $550.00 IBC Trade Dollars Per Month. IBC
Trade payable in advance each year. Landlord reserves the right to discontinue
IBC Trade Dollars at Landlord's discretion. If Landlord exercises this right,
Landlord and Tenant will meet to renegotiate the lease terms. The rental of
Suite 201 will be subject to the cost of living adjustment annually after the
base year oPound Sterling 1997, based on the CPI for all urban consumers for the
geographical area of Seattle/Tacoma, using January 1997 as the base year. In any
case, the rent shall never be less than $1850.00 per month and shall not
increase greater than FIVE PERCENT (5%) in any one year.
If commencement date is not the first day of a month, or if the Lease
termination date is not the last day of a month, a prorated monthly installment
shall be paid at the then current rate for a fractional month during which the
Lease commences and/or terminates.
Concurrently with Tenant's execution of this Lease, Tenant shall pay to Landlord
the sum of $1850.00 as rent for the month(s) of OCTOBER, 1997.
4. SECURITY DEPOSIT. Concurrently with Tenant's execution oPound Sterling this
Lease, Tenant shall deposit with Landlord the sum of TWELVE HUNDRED DOLLARS
(ALREADY PAID) ($1200.00). Said sum shall be held by Landlord as a Security
Deposit for the faithful performance by Tenant of all of the terms, covenants,
and conditions of this Lease to be kept and performed by 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 the payment oPound
Sterling rent and any of the monetary sums due herewith, Landlord may (but shall
not be required to) use, apply or retain all or any part of this Security
Deposit for the payment of any other amount which Landlord may 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 ten (10) days after written
demand therefore deposit cash with Landlord in an amount sufficient to restore
the Security Deposit to its original amount; Tenant's failure to do so shall be
a material breach of this Lease. Landlord shall not be required to keep this
Security Deposit separate from its general funds, and Tenant shall not be
entitled to interest 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 Landlords'
option. to the last assignee of Tenant's interests hereunder) at the expiration
of the Lease term and after Tenant has vacated the Premises. In the event of
termination of Landlord's interest in this Lease, Landlord shall transfer said
Deposit to Landlord's successor in interest whereupon Tenant agrees to release
Landlord from liability for the return of such Deposit or the accounting
therefore.
5. TAXES
5.1 Personal Property Taxes. During the term hereof Tenant shall pay
prior to delinquency all taxes assessed against and levied upon fixtures,
furnishings, equipment and all other personal property of Tenant contained in
the Premises, and when possible, Tenant shall cause said fixtures, furnishings,
equipment and other personal property to be assessed and billed separately from
the real property of Landlord. In the event any or all of Tenant's fixtures,
furnishings, equipment and other personal property shall be assessed and taxed
with Landlord's real property, the Tenant shall pay to Landlord its share of
such taxes within ten (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. For the purpose of determining
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said amount, figures supplied by the County Assessor as to the amount so
assessed shall be conclusive. Tenant shall comply with the provisions of any
law, ordinance, or rule of taxing authorities which requires Tenant to file a
report of Tenant's property located in the Premises.
6. USE
6.1 Use. The Premises shall be used and occupied by Tenant for general
office use and for no other purpose without the prior written consent of
Landlord.
6.2 Suitability. Tenant acknowledges that neither Landlord nor any
agent of Landlord has made any representation or warranty with respect to the
Premises or the Building (if any) of which the Premises may be a part or with
respect to the suitability of either for the conduct of Tenant's business, nor
has Landlord agreed to undertake any modification, alteration or improvement to
the Premises except as provided in this Lease. The taking of possession of the
Premises by Tenant shall conclusively establish that the Premises and said
Building were at such time in satisfactory condition unless within fifteen (15)
days after such date Tenant shall give Landlord written notice specifying in
reasonable detail the respects in which the Premises or the Building were not in
satisfactory condition.
6.3 Uses Prohibited.
(a) 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 or affect any fire or other insurance upon the Premises or the
Building (if any) of which the Premises may be a part or any of its contents
(unless Tenant shall pay any increased premium as a result of such use or acts),
or cause a cancellation of any insurance policy covering said Premises or said
Building or any part thereof or any of its contents, nor shall Tenant sell or
permit to be kept, used or sold in or about said Premises any articles which may
be prohibited by a standard form policy of fire insurance.
(b) Tenant shall not do or permit anything to be done in or about the
Premises which will in any way obstruct or interfere with the rights of other
tenants or occupants of the Building (if any) or injure or annoy them or use or
allow the Premises to be used for any unlawful or objectionable purpose, nor
shall Tenant cause, maintain or permit any nuisance in, on or about the
Premises. Tenant shall not commit or suffer to be committed any waste in or upon
the Premises.
(c) 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 or requirement of duly constituted
public authorities 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 body now or hereafter constituted
relating to or affecting the condition, use of occupancy of the Premises,
excluding structural changes not relating to or affecting the condition. use of
occupancy of the Premises, or not related or afforded by Tenant's improvements
or acts. The judgment of any court or competent jurisdiction or the admission of
Tenant in any action against Tenant, whether Landlord be a party thereto or not,
that Tenant has violated by law, statute, ordinance, or governmental rule,
regulation or requirement shall be conclusive of the fact as between Landlord
and Tenant.
7. UTILITIES. Tenant shall during the term hereof pay prior to delinquency all
charges for telephone services and shall hold Landlord harmless from any
liability therefrom.
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8. MAINTENANCE AND REPAIRS; ALTERATIONS AND ADDITIONS.
8.1 Maintenance and Repairs.
(a) Landlord's Obligations. Landlord shall maintain in good order,
condition and repair the Building and all other portions of the Premises not the
obligation of the Tenant or any other Tenant in the Building.
(b) Tenant's Obligations.
(i) Tenant at Tenant's sole cost and expense, except fur services
furnished by Landlord shall maintain the Premises in good order, condition and
repair including the interior surfaces of the ceilings, walls and floors, all
doors, and equipment installed by or at the expense of Tenant. Tenant expressly
waives the benefits of any statute now or hereafter in effect which would
otherwise afford Tenant the right to make repairs at Landlord's expense or to
terminate this Lease because of Landlord's failure to keep the Premises in good
order, condition and repair.
(ii) Upon the expiration or earlier termination of this Lease, Tenant
shall surrender the Premises in the same condition as received, ordinary wear
and tear and damage by fire, earthquake, act of God or the elements alone
excepted, and shall promptly remove or cause to be removed at Tenant's expense
from the Premises and the Building any signs, notices and displays placed by
Tenant.
(iii) Tenant agrees to repair any damage to the Premises or the
Building caused by or in connection with the removal of any articles of personal
property. business or trade fixtures, machinery, equipment, cabinetwork,
furniture, movable partition or permanent improvements or additions, including
without limitation thereto, repairing the floor and patching and painting the
walls where required by Landlord to Landlord's reasonable satisfaction, all at
Tenant's sole cost and expense. Tenant shall indemnify the Landlord against any
loss or liability resulting from delay by Tenant in so surrendering the
Premises, including without limitation any claims made by any succeeding tenant
founded on such delay.
(iv) In the event Tenant fails to maintain the Premises in good order,
condition and repair, Landlord shall give Tenant notice to do such acts as are
reasonably required to so maintain the Premises. In the event Tenant fails to
promptly commence such work and diligently prosecute it to completion, then
Landlord shall have the right to do such acts and expend such funds at the
expense of Tenant as are reasonably required to perform such work. Any amount so
expended by Landlord shall be paid by Tenant promptly after demand with interest
at ten percent (10%) per annum from the date of such work. Landlord shall have
no liability to Tenant for any damage, inconvenience or interference with the
use of the Premises by Tenant as a result of performing any such work.
(c) Compliance with Law. Landlord and Tenant shall each do all acts
required to comply with all applicable laws, ordinances. regulations and rules
of any public authority relating to their respective maintenance obligations as
set forth herein.
8.2 Alterations and Additions.
(a) Tenant shall make no alterations, additions or improvements to the
Premises or any part thereof without obtaining the prior written Consent of
Landlord.
(b) Landlord may impose as a condition to the aforesaid consent such
requirements as Landlord may deem necessary in its sole discretion, including
without limitation thereto, the manner in which the work is done, a right of
approval of the contractor by whom the work is to be performed, the times during
which it is to be accomplished. and the requirement that upon written request of
Landlord prior to the expiration or earlier termination of the Lease, Tenant
will remove any and all permanent improvements or additions to the Premises
installed at Tenant's expense and all movable partitions, counters, personal
property, equipment, fixtures, and furniture.
(c) A11 such alterations, additions or improvements shall at the
expiration or earlier termination of the Lease become the property of Landlord
and remain upon and surrendered with the Premises, unless specified pursuant to
Section 8.2(b) above.
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(d) All articles of personal property and all business and trade
fixtures, machinery and equipment, cabinetwork, furniture and movable partitions
owned by Tenant or installed by Tenant at its expense in the Premises shall be
and remain the property of Tenant and may be removed by Tenant at any time
during the Lease term when Tenant is not in default hereunder.
9. ENTRY BY LANDLORD. Landlord reserves and shall at any and all times have the
right to enter the Premises to inspect the same, to supply janitor service and
any other service to be provided by Landlord to Tenant hereunder, to submit said
Premises to prospective purchasers or tenants, to post notices of
non-responsibility and "for lease" signs, and to alter, improve or repair the
Premises and any portion of the Building without abatement of rent, and may for
that purpose erect scaffolding and other necessary structures where reasonably
required by the character of the work to be performed, always providing the
entrance to the Premises shall not be blocked thereby, and further providing
that the business of Tenant shall not be interfered with unreasonably. Tenant
hereby waives any claim for damages 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. For each of the aforesaid
purposes, Landlord shall at all times have and retain a key with which to unlock
all of the doors in, upon and about the Premises, excluding Tenant's vaults and
safes, and Landlord shall have the right to use any and all means which Landlord
my deem proper to open said doors in an emergency, in order to obtain entry to
the Premises, 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 forcible or unlawful entry into, or a detainer of, the Premises, or an
eviction of Tenant from the Premises or any portion thereof.
10. LIENS. Tenant shall keep the Premises and any building of which the Premises
are a part free from any liens arising out of work performed, materials
furnished, or obligations incurred by Tenant and shall indemnify, hold harmless
and defend Landlord from any liens and encumbrances arising out of any work
performed or materials furnished by or at the direction of Tenant. In the event
that Tenant shall not, within twenty (20) days following the imposition of any
such lien, cause such lien to be released of record by payment or posting of a
proper bond, Landlord shall have, in addition to all other remedies provided
herein and by law, the right, but not obligation, to cause the same to be
released by such means as it shall deem proper, including payment of the claim
giving rise to such lien. A11 such sums paid by Landlord and all expenses
incurred by it in connection therewith including attorney's fees and costs shall
be payable to Landlord by Tenant on demand with interest at the rate of ten
percent (10%) per annum. Landlord shall have the right at all times to post and
keep posted on the Premises, any notices permitted or required by law, or which
Landlord shall deem proper, for the protection of Landlord and the Premises, and
any other party having an interest therein, from mechanics' and materialmen's
liens, and Tenant shall give to Landlord at least ten (10) business days prior
written notice of the expected date of commencement of any work relating to
alterations or additions to the Premises.
11. INSURANCE; INDEMNIFICATION.
11.1 Tenant, at its sole expense, shall obtain within ten (10) days of
Landlord's execution of this Lease and keep in force during the term of this
Lease insurance policies providing the following coverages:
(a) Standard fire insurance, with extended coverage, covering all of
Tenant's fixtures, furniture, equipment, and other personal property on the
Premises, and also covering leasehold improvements and alterations made by
Tenant, to the extent of at least eighty percent (80%) of the replacement value
thereof from time to time.
(b) Comprehensive public liability and property damage insurance
insuring against all claims, accidents, injuries and damages for bodily injury
to and death of persons, and for loss of or damage to property, arising out of
the use, occupancy or maintenance of the leased Premises by Tenant, and by
Tenant's employees, agents and representatives. Such insurance shall have
liability limits of (I) not less
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than one million dollars ($1,000,000) per occurrence for bodily injuries or
death and (ii) not less than one million dollars ($1,000,000) per occurrence for
property damage.
All policies of insurance provided for herein shall (I) be approved as
to form and substance by Landlord, which approval shall not be unreasonably
withheld, (ii) be issued by insurance companies which are qualified to do
business in the State of Washington, (iii) be issued in the names of Landlord
and Tenant and shall be for the mutual and joint benefit and protection of
Landlord and Tenant, (iv) give Landlord thirty (30) days prior written notice of
any cancellation or lapse or any reduction in the amounts of insurance, and (v)
contain an endorsement containing an express waiver of any right of subrogation
by the insurance company against Landlord (whether Landlord is named as an
insured or not). A1l public liability. property damage and other casualty
policies provided for herein shall (1) contain a provision that Landlord,
although named as an insured, shall nevertheless be entitled to recover under
said policies for any loss occasioned to Landlord or to Landlord's employees,
agents or representatives, and (ii) be written as primary policies, not
contributing with and not in excess or coverage which Landlord may carry.
Executed copies or such policies or insurance or certificates thereof
shall be delivered to Landlord within ten (10) days after delivery or possession
of the Premises to Tenant and thereafter at least fifteen (15) days prior to the
expiration of the term of such policy.
11.2 Tenant, as a material part of the consideration to Landlord,
hereby assumes all risk of damage to property or injury to person in, upon or
about the leased Premises arising from any cause and Tenant hereby waives all
claims thereof against Landlord, except for any claims arising from the willful
or grossly negligent misconduct or Landlord, its agents or employees. Tenant
shall, and hereby agrees to, indemnify and hold Landlord harmless against all
claims, actions, causes of action, damages, liabilities, expenses, costs and
attorney's fees, including expenses, costs and attorney's fees on appeal,
arising from or incident to (1) Tenants use or the leased Premises; (ii) the
business conducted by Tenant; (iii) any act, omission. or negligence of Tenant
or Tenant's agents, representatives, employees, invitees. or other persons, with
or without authority of Tenant, in entering upon or performing any act relating
to the leased Premises; (iv) any accident. injury or damage whatsoever caused to
any person or property in the leased Premises; or (v) any breach or default in
the performance of any obligation on the Tenant's part to be performed under the
terms of this Lease.
Tenant, upon notice from Landlord shall defend the same at Tenant's
expense by counsel reasonably acceptable to Landlord.
12. ASSIGNMENT AND SUBLETTING.
12.1 Landlord's Consent Required. Tenant shall not assign, transfer,
mortgage, pledge, hypothecate or encumber this Lease or any interest therein,
and shall not sublet the Premises or any part thereof, without the prior written
consent of Landlord and any attempt to do so without such consent being first
had and obtained shall be wholly void and shall constitute a breach of this
Lease.
12.2 Reasonable Consent. If Tenant complies with the following
conditions, Landlord shall not unreasonably withhold its consent to the
subletting of the Premises or any portion thereof or the assignment of this
Lease. Tenant shall submit in writing to Landlord (1) the name and legal
composition or the proposed subtenant or assignee; (ii) the nature of the
business proposed to be carried on in the Premises; (iii) the terms and
provisions or the proposed sublease, (iv) such reasonable financial information
as Landlord may request concerning the proposed subtenant or assignee.
12.3 No Release of Tenant. No consent by Landlord to any assignment or
subletting by Tenant shall relieve Tenant of any obligation to be performed by
Tenant under this Lease, whether occurring before or after such consent,
assignment or subletting. The consent by Landlord to any assignment or
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subletting shall not relieve Tenant from the obligation to obtain Landlord's
express written consent to any other assignment or subletting. The acceptance of
rent by Landlord from any other person shall not be deemed to be a waiver by
Landlord of any provision of this Lease or to be a consent to any assignment,
subletting or other transfer. Consent to one assignment, subletting or other
transfer shall not be deemed to constitute consent to any subsequent assignment,
subletting or other transfer.
13. DEFAULT; REMEDIES.
13.1 Default. The occurrence of any of the following shall constitute a
material default and breach of this Lease by Tenant
(a) Any failure by Tenant to pay the rent or any other monetary sums
required to be paid hereunder (where such failure continues for five (5) days
after written notice by Landlord to Tenant);
(b) The abandonment or vacation of the Premises by Tenant;
(c) A failure by Tenant to observe and perform any other provision of
this Lease to be observed or performed by Tenant, where such failure continues
for twenty (20) days after written notice thereof by Landlord to Tenant;
provided, however, that of the nature of the default is such that the same
cannot reasonably be cured within said twenty (20) day period. Tenant shall not
be deemed to be in default if Tenant shall within such period commence such cure
and thereafter diligently prosecute the same to completion;
(d) The making by Tenant of any general assignment or general
arrangement for the benefit of creditors; the filing by or against Tenant of a
petition to have Tenant adjudged a bankrupt or of a petition for reorganization
or arrangement under any law relating to bankruptcy (unless, in the case of a
petition filed against Tenant, the same is dismissed within sixty (60) days);
the appointment of a trustee or 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 thirty (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 interest in this Lease,
where such seizure is not discharged within thirty (30) days.
13.2 Remedies. In the event of any such material default or breach by
Tenant, Landlord may, at any time thereafter without limiting Landlord in the
exercise of any right or remedy at law or in equity which Landlord may have by
reason of such default or breach:
(a) Maintain this Lease in full force and effect and recover the rent
and other monetary charges as they become due, without terminating Tenant's
right to possession irrespective of whether Tenant shall have abandoned the
Premises. In the event Landlord elects not to terminate the Lease, Landlord
shall have the right to attempt to re-let the Premises at such rent and upon
such conditions and for such a term, and to do all acts necessary to maintain or
preserve the Premises as Landlord deems reasonable and necessary without being
deemed to have elected to terminate the Lease, including removal of all persons
and property from the Premises; such property may be removed and stored in a
public warehouse or elsewhere at the cost of and for the account of Tenant. In
the event any such re-letting occurs, this Lease shall terminate automatically
upon the new tenant taking possession of the Premises. Notwithstanding that
Landlord fails to elect to terminate the Lease initially, Landlord at any time
during the term of this Lease may elect to terminate this Lease by virtue of
such previous default of Tenant.
(b) Terminate Tenant's right to possession 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 from Tenant all damages incurred by Landlord by reason of Tenant's
default, including without limitation thereto, the following: (1) the worth at
the time of award of any unpaid rent which had been earned at the time of such
termination; plus (ii) the worth at the time of award of the amount by which the
unpaid rent which would have been earned after termination until
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the time of award exceeds the amount of such rental loss that is proved could
have been reasonably avoided: plus (iii) the worth at the time of award of the
amount by which the unpaid rent for the balance of the term after the time of
award exceeds the amount of such rental loss that is proved could be reasonably
avoided: plus (iv) any other amount necessary to compensate Landlord for all the
detriment proximately caused by Tenant's failure to perform his obligations
under this Lease or which in the ordinary course of events would be likely to
result therefrom; plus (v) at Landlord's election, such other amounts in
addition to or in lieu of the foregoing as may be permitted from time to time by
applicable State law. Upon any such re-entry Landlord shall have the right to
make any reasonable repairs, alterations or modification to the Premises, which
Landlord in its sole discretion deems reasonable and necessary. As used in (1)
above, the "worth at the time of award" is computed by allowing interest at the
rate of ten percent (10%) per annum from the date of default. As used in (ii)
and (iii) the "worth at the time of award" is computed by discounting such
amount at the discount rate of the U.S. Federal Reserve Bank at the time of
award plus one percent (1%). The term "rent," as used in this Section 13. shall
be deemed to be and to mean the rent to be paid pursuant to Section 3 and all
other monetary sums required to be paid by Tenant pursuant to the terms of this
Lease.
13.3 Late Charges. Tenant hereby acknowledges that late payment by
Tenant to Landlord of rent and 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 on
Landlord by the terms oPound Sterling any mortgage or trust deed covering the
Premises. Accordingly, if any installment of rent or any other sum due from
Tenant shall not be received by Landlord or Landlord's designee within ten (10)
days after such amount shall be due, Tenant shall pay to Landlord a late charge
equal to ten percent (10%) of such overdue amount. The parties hereby agree that
such late charge represents a fair and reasonable estimate of the costs Landlord
will incur by reason of late payment by Tenant. Acceptance oPound Sterling such
late charge 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.
13.4 Default by Landlord. Landlord shall not be In default unless
Landlord fails to perform obligations required of Landlord within a reasonable
time, but in no event later than thirty (30) days after written notice by Tenant
to Landlord and to the holder oPound Sterling any first mortgage or deed of
trust covering the Premises whose name and address shall have theretofore been
furnished to Tenant in writing, specifying wherein Landlord has failed to
perform such obligations; provided, however, that if the nature of Landlord's
obligation is such that more than thirty (30) days are required for performance,
then Landlord shall not be in default if Landlord commences performance within
such thirty-day period and thereafter diligently prosecutes the same to
completion
14. MISCELLANEOUS.
14.1 Entire Agreement. This Instrument along with any exhibits and
attachments hereto constitutes the entire agreement between Landlord and Tenant
relative to the Premises and this Agreement and the exhibits and attachments may
be altered, amended or revoked only by an instrument in writing signed by both
Landlord and Tenant. Landlord and Tenant agree hereby that all prior or
contemporaneous oral agreements between and among themselves and their agents or
representatives relative to the leasing of the Premises are merged in or revoked
by this Agreement.
14.2 Severability. If any term or provision of this Lease shall, to any
extent, be determined by a court of competent jurisdiction to be invalid or
unenforceable, the remainder of this Lease shall not be affected thereby, and
each term and provision of this Lease shall be valid and be enforceable to the
fullest extent permitted by law.
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14.3 Signs. Tenant shall not place or permit to be placed in or upon
the Premises, where visible from outside the Premises, or outside the Premises
or any part of the Building any signs, notices, drapes, shutters, blinds or
displays of any type without the prior written consent of Landlord. Landlord
reserves the right in Landlords' sole discretion to place and locate on the
roof. exterior of the Building, and in any area of the Building not leased to
Tenant such signs, notices, displays and similar items as Landlord deems
appropriate in the proper operation of the Building.
14.4 Rules and Regulations; Parking.
(a) Tenant and Tenant's agents, employees, visitors and licensees shall
observe and comp]y fully and faithfully with all reasonable and
non-discriminatory rules and regulations adopted by Landlord for the care,
protection, cleanliness and operation of the Building and its Tenants. Landlord
shall not be responsible to Tenant for the non-performance by any other tenant
or occupant of the Building of any of said rules and regulations.
(b) Tenant shall be allocated Five (5) reserved parking stalls.
14.5 Notices. All notices or demands of any kind required or desired to
be given by Landlord or Tenant hereunder shall be in writing and shall be deemed
delivered forty-eight (48) hours after depositing the notice or demand in the
United States mail, certified or registered, postage prepaid, addressed to the
Landlord or Tenant respectively at the addresses set forth after their
signatures at the end of this Lease.
14.6 Corporate Authority. 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 duly adopted resolution of the Board of
Directors of said corporation or in accordance with the By-laws of said
corporation, and that this Lease is binding upon said corporation in accordance
with its terms. If Tenant is a corporation Tenant shall, within thirty (30) days
after execution of this Lease, deliver to Landlord a certified copy of a
resolution of the Board of Directors of said corporation authorizing or
ratifying the execution of this Lease.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease the date and
year first above written.
LANDLORD TENANT
K & P LEASING INTERNATIONAL BARTER CORPORATION
/signature/ /s/ Xxxxxx Xxxxx, President
00000 Xxxxxxx Xxxxxxx Xxxxx 00000 Xxxxxxx Xxxxxxx Xxxxx
Xxxxx 000, Xxxxxx XX 00000 Xxxxx 000, Xxxxxx XX 00000
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