1
EXHIBIT 10.9
COMMERCIAL LEASE
This lease is made between Xxxx Xxxx Seminars, Inc., herein called
Lessor, and U.S.A. Corporate Services, Inc., herein called Lessee.
Lessor hereby offers to lease to Lessee the premises situated in the
City of Tukwila, County of King, State of Washington, described as 1340 square
feet of the second floor of 00000 Xxxxxxxxxx Xxx. Xxxxx, Xxxxxxx, XX 00000, upon
the following TERMS and CONDITIONS:
1. TERM AND RENT. Lessor agrees to rent the above premises for a
term of 1 year, commencing July 1, 1997 and terminating on June 30, 1998 or
sooner as provided herein at the monthly rental of ($1.00 per square feet)
payable in advance on the first day of each month for that month's rental,
during the term of this lease. All rental payments shall be made to Lessor, at
the address specified above.
2. USE. Lessee shall use and occupy the premises for conducting
business. The premises shall be used for no other purpose. Lessor represents
that the premises may lawfully be used for such purpose.
3. CARE AND MAINTENANCE OF PREMISES. Lessee acknowledges that the
premises are in good order and repair, unless otherwise indicated herein. Lessee
shall, at his own expense and at all times, maintain the premises in good and
safe condition, and shall surrender the same at termination hereof, in as good
condition as received, normal wear and tear excepted. Lessee shall be
responsible for all repairs required, excepting the roof, exterior walls and
structural foundations.
4. ALTERATIONS. Lessee shall not, without first obtaining the
written consent of Lessor, make any alterations, additions, or improvements, in,
to or about the premises.
5. ORDINANCES AND STATUTES. Lessee shall comply with all
statutes, ordinances and requirements of all municipal, state and federal
authorities now in force, or which may hereafter be in force, pertaining to the
premises, occasioned by or affecting the use thereof by Lessee.
6. ASSIGNMENT AND SUBLETTING. Lessee shall not assign this lease
or sublet any portion of the premises without prior written consent of the
Lessor, which shall not be unreasonably withheld. Any such assignment or
subletting without consent shall be void and, at the option of the Lessor, may
terminate this lease.
7. UTILITIES. The rental cost shall include heating, air
conditioning, sewer, water, gas and electricity. Lessee shall be solely liable
for all telephone services.
2
8. ENTRY AND INSPECTION. Lessee shall permit Lessor or Lessor's
agents to enter upon the premises at reasonable times and upon reasonable
notice, for the purpose of inspecting the same.
9. POSSESSION. If Lessor is unable to deliver possession of the
premises at the commencement hereof, Lessor shall not be liable for any damage
caused thereby, nor shall this lease be void or voidable, but Lessee shall not
be liable for any rent until possession is delivered. Lessee may terminate this
lease if possession is not delivered within 30 days of the commencement of the
term hereof.
10. INDEMNIFICATION OF LESSOR. Lessor shall not be liable for any
damage or injury to Lessee, or any other person, or to any property, occurring
on the demised premises or any part thereof, and Lessee agrees to hold Lessor
harmless from any claim for damages, no matter how caused.
11. INSURANCE. Lessee, at his expense, shall maintain plate glass
and public liability insurance including bodily injury and property damage
insuring Lessee and Lessor with minimum coverage as follows:
Lessee shall provide Lessor with a Certificate of
Insurance showing Lessor as additional insured. The
Certificate shall provide for a ten-day written
notice to Lessor in the event of cancellation or
material change of coverage. To the maximum extent
permitted by insurance policies which may be owned
by Lessor or Lessee, Lessee and Lessor, for the
benefit of each other, waive any and all rights of
subrogation which might otherwise exist.
12. EMINENT DOMAIN. If the premises or any part thereof or any
estate therein, or any other part of the building materially affecting Lessee's
use of the premise, shall be taken by eminent domain, this lease shall terminate
on the date when title vests pursuant to such taking. The rent, and any
additional rent, shall be apportioned as of the termination date, and any rent
paid for any period beyond that date shall be repaid to Lessee. Lessee shall not
be entitled to any part of the award for such taking or any payment in lieu
thereof, but Lessee may file a claim for any taking of fixtures and improvements
owned by Lessee, and for moving expenses.
2
3
13. DESTRUCTION OF PREMISES. In the event of a partial destruction
of the premises during the term hereof, from any cause, Lessor shall forthwith
repair the same, provided that such repairs can be made within sixty (60) days
under existing governmental laws and regulations, but such partial destruction
shall not terminate this lease, except that Lessee shall be entitled to a
proportionate reduction of rent while such repairs are being made, based upon
the extent to which the making of such repairs shall interfere with the business
of Lessee on the premises. If such repairs cannot be made within said sixty (60)
days, Lessor, at his option, may make the same within a reasonable time, this
lease continuing in effect with the rent proportionately abated as aforesaid,
and in the event that Lessor shall not elect to make such repairs which cannot
be made within sixty (60) days, this lease may be terminated at the option of
either party. In the event that the building in which the demised premises may
be situated is destroyed to an extent of not less than one-third of the
replacement costs thereof, Lessor may elect to terminate this lease whether the
demised premises be injured or not. A total destruction of the building in which
the premises may be situated shall terminate this lease.
14. LESSOR'S REMEDIES ON DEFAULT. If Lessee defaults in the
payment of rent, or any additional rent, or defaults in the performance of any
of the other covenants or conditions hereof, Lessor may give Lessee notice of
such default and if Lessee does not cure any such default within 30 days, after
the giving of such notice (or if such other default is of such nature that it
cannot be completely cured within such period, if Lessee does not commence such
curing within such 30 days and thereafter proceed with reasonable diligence and
in good faith to cure such default), then Lessor may terminate this lease on not
less than 30 days' notice to Lessee. On the date specified in such notice the
term of this lease shall terminate, and Lessee shall then quit and surrender the
premises to Lessor, but Lessee shall remain liable as hereinafter provided. If
this lease shall have been so terminated by Lessor, Lessor may at any time
thereafter resume possession of the premises by any lawful means and remove
Lessee or other occupants and their effects. No failure to enforce any term
shall be deemed a waiver.
15. SECURITY DEPOSIT. Lessee shall deposit with Lessor on the
signing of this lease the sum of 0 Dollars ($0) as security deposit for the
performance of Lessee's obligations under this lease, including without
limitation, the surrender of possession of the premises to Lessor as herein
provided. If Lessor applies any part of the deposit to cure any default of
Lessee, Lessee shall on demand deposit with Lessor the amount so applied so that
Lessor shall have the full deposit on hand at all times during the term of this
lease.
16. ATTORNEY'S FEES. In case suit should be brought for recovery
of the premises, or for any sum due hereunder, or because of any act which may
arise out of the possession of the premises, by either party, the prevailing
party shall be entitled to all costs incurred in connection with such action,
including a reasonable attorney's fee.
17. NOTICES. Any notice which either party may, or is required to
give, shall be given by mailing the same, postage prepaid, to Lessee at the
premises, or Lessor at the
3
4
address first written, or at such other places as may be designated by the
parties from time to time.
18. HEIRS, ASSIGNS, SUCCESSORS. This lease is binding upon and
inures to the benefit of the heirs, assigns and successors in interest to the
parties.
19. SUBORDINATION. This lease is and shall be subordinated to all
existing and future liens and encumbrances against the property.
20. ENTIRE AGREEMENT. The foregoing constitutes the entire
agreement between the parties and may be modified only by a writing signed by
both parties.
21. WASHINGTON LAW. This Agreement and its application shall be
governed by the laws of the State of Washington.
22. DISPUTES. Any dispute between the parties arising out of this
Agreement which cannot be amicably settled shall be referred to arbitration upon
written notice by either party to the other. The arbitration shall be in
accordance with the rules of the American Arbitration Association. Said
arbitration to occur in Seattle, Washington. Any award rendered in arbitration
shall be binding and conclusive upon the parties and shall not be subject to
appeals or retrying by the court.
Signed this 25th day of June, 1997.
U.S.A. Corporate Services, Inc. Xxxx Xxxx Seminars, Inc.
By /s/ J. Xxxxx Xxxxxxxxx By /s/ Xxxx X. Xxxxx
------------------------------- -------------------------------
Lessee Lessor
