EXHIBIT 10.8B TO FORM 10-KSB
SUBLEASE AGREEMENT
AGREEMENT, made this 31st day of July, 1997 between PACIFIC ANALYSIS AND
COMPUTING, a corporation, having an office at 00000 XX 0xx, Xxx. 000
(hereinafter referred to as "PACC") and XXXXXXXX & CO., PC, d.b.a. X.X. XXXXXXXX
CPA, PC, having an office together with up to two other CPA's at same location
(hereinafter referred to as "Subtenant").
WHEREAS, pursuant to Lease dated August 31, 1995 between Amberjack, LTD
(hereinafter referred to as the Landlord) and Pacific Analysis and Computing, as
tenant, as amended by Addendum Number Two, a copy of which lease and addendum
arc attached hereto as Exhibit "A" (hereinafter referred to as the "Lease"),
covering a portion of the 5th floor of the building known as Key Bank
(hereinafter referred to as the "Leasehold"); and
WHEREAS, Subtenant desires to sublease from PACC and PACC desires to
sublease unto Subtenant the portion of the Leasehold indicated in red on Exhibit
"B" and,
NOW, THEREFORE, in consideration of the Premises and the mutual
undertakings, covenants, promises, and agreements of the parties, IT IS AGREED
AS FOLLOWS:
1. PREMISES. Providing all of the terms and conditions contained within
this Agreement are fulfilled, PACC shall sublease unto Subtenant and Subtenant
shall accept the sublease of, the Premises constituting the dedicated office
spaces covering #1, #3, #5 and sharing #6 including a like share of the
undivided common areas (hereinafter referred to as the "Sub-Premise"), as
indicated in Exhibit "B".
2. TERM. The commencement date, conditioned upon the execution of this
Agreement and the Landlord's approval of the Sublease in writing, shall begin
September 1, 1997 and coincide with the term of Exhibit "A" hereof through
October 31, 1999, subject to the rents, terms, covenants, conditions, and
provisions set forth in the Lease. This Agreement shall automatically
terminate on October 31, 2002, or unless otherwise terminated by either of the
parties upon giving 90 days notice. However, in any event, agreement may not be
canceled by either party prior to October 31, 1999. In the event that
Subtenant terminates or modifies the amount of space occupied in this Agreement
prior to October 31, 1999, Subtenant will be responsible for all rent through
the term, unless and until PACC re-occupies the space and, for any adjustment
of the rental rate as agreed to from time to time by the parties to this
Agreement.
3. RENT. In consideration for this Sublease, Subtenant shall pay PACC a
monthly rental for the Sub-Premise of Thirteen Hundred Fifteen and 00/100
Dollars ($1,315.00) to be paid in equal monthly payments in advance on the first
day of each and every month in the amount of $1,315.00. Subtenant's share of
any operating expense adjustments made under Exhibit "A" will be 26% of any such
total adjustment [up or down] prorated for the actual occupancy period, in
addition to the $1,315.00.
4. SECURITY DEPOSIT. Not applicable here.
5. OCCUPANCY. Subtenant agrees to occupy the Sub-Premises under and
abide by the conditions of Exhibit "A" and its rules and regulations. Subtenant
will not assign or sublet any portion of the Sub-Premise covered by the Sublease
without first obtaining prior written approval from PACC, other than X.
Xxxxxxxxx and X. Xxxxx.
Subtenant agrees to indemnify and defend PACC, its owners, employees and
agents from any claim, liability, damage or loss occurring on the premises,
arising out of any activity by Subtenant, its agents or invitees or resulting
from Subtenant's failure to comply with any term of this Agreement. Neither
PACC not its owners, employees or agents shall have any liability to Subtenant
because of loss or damage to PACC's property or for death or bodily
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injury caused by the acts or omissions of other Tenants of the Leasehold, or by
third parties (including criminal acts).
Further, Subtenant agrees to pay, and to indemnify PACC against, all legal
costs and charges, including attorney fees, lawfully and reasonably incurred in
obtaining possession of the demised premises after default of the Subtenant or
upon the expiration or earlier termination of the term of this Agreement or in
enforcing any covenant or agreement of the Subtenant in this Agreement.
6. CONFIDENTIALITY. Since Subtenant and PACC will share the Premises,
each agrees to treat as confidential any information of the other that each is
exposed to during the normal course of occupying the spaces unless: (a) the
information is known prior to obtaining the same, directly or indirectly from
the other party, or otherwise in connection with the occupancy; (b) the
information is, at the time of disclosure, then in the public domain; or (c) the
information is obtained by the party from [any] third party who did not receive
the same, directly or indirectly from the other party, or otherwise in
connection with the occupancy. Both parties agree to exercise reasonable
control of their visitors to the Premises so that their visitors do not have
access to the other party's confidential information. If so requested by either
party, the other party shall require its employees, and others who have
unrestricted access to the space to execute a nondisclosure agreement in a form
approved by both parties. Subtenant agrees to exercise a similar mutual
confidentiality agreement with any other renters that might share the Premises.
PACC agrees to require other renters of the premises, if any, to exercise a
similar mutual confidentiality agreement with Subtenant, as a condition of their
rental agreement.
7. FURNISHING. PACC rents the Sub-Premises bare other than the carpet
and shades that were provided by the Landlord. Any furnishings that may be
provided in the Sub-Premises by PACC are at the convenience of PACC and may be
removed from the Sub-Premises by PACC at any time.
8. COMMON SPACES. Subtenant under the terms and conditions of Exhibit
"A" has access for use to common spaces, i.e., those areas in Exhibit "B", other
than the individual offices not marked 1, 3, 5 or 6, unless these spaces are
being used by PACC such as conference room, etc.
9. LIABILITY INSURANCE. Subtenant agrees to maintain liability insurance
in accordance with Exhibit "A", with PACC receiving the same protection as
Landlord.
10. OFFICE EQUIPMENT/PERSONNEL. PACC and Subtenant may each have "non-
duplicate" office equipment which can be shared as agreed. Unless PACC has
immediate use for its Fax machine, Subtenant will have access to it for
occasional outgoing local phone area use. All long distance use will be logged
and self assessed at the rate of $.30/page to cover long distance phone charges.
Unless Subtenant has immediate use for its copier, PACC will have access to it
for occasional use. Copies will be logged and self assessed at the rate of
$.06/page but, not paid except for any extraordinary volume project(s). In
addition, Subtenant may also have access to PACC secretarial personnel for
Subtenant projects on a case by case basis, at a flat billing rate of $15/hour.
11. RIGHT-OF-FIRST-REFUSAL. In the event that PACC decides to vacate the
Premises, PACC agrees to give Subtenant the opportunity to assume the lease with
Landlord, based upon the terms of the best offer that PACC has otherwise
received, or the terms of Exhibit "A", whichever PACC considers to be more
favorable.
12. PARKING. Parking provision is not included in this Sublease and it
will be the responsibility of the Subtenant to secure parking spaces with the
Landlord.
13. NONWAIVER. The failure of PACC to insist upon or enforce strict
performance by Subtenant of any of the provisions of this Agreement or to
exercise any rights under this Agreement shall not be construed as a waiver or
relinquishment to any extent of its right to assert or rely upon any such
provisions or rights in that or any other instance, rather the same shall be and
remain in full force and effect.
14. ENTIRE AGREEMENT. The rights and obligations of the parties hereunder
shall be subject to and governed by this Agreement. This Agreement sets forth
the entire agreement of the parties and supercedes any and
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all prior agreements with respect to the Services. This Agreement may not be
modified except by a writing executed contemporaneously herewithin or subsequent
hereto signed by both parties.
15. GOVERNING LAW. This Agreement and the rights and obligations of the
parties hereunder shall be governed by the laws of the State of Washington.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date, month, and year first above written.
PACC:
PACIFIC ANALYSIS & COMPUTING CORP.
By: /s/ Xxxxxxx X. Xxxxx Title: President Date Signed: August 4, 1997
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SUBTENANT:
X.X. XXXXXXXX, CPA, PC
By: /s/ X.X. Xxxxxxxx Title: President Date Signed: August 4, 1997
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[EXHIBITS OMITTED]
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