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EXHIBIT 10.36
AMENDED AND RESTATED COMMERCIAL LEASE AGREEMENT
THIS AMENDED AND RESTATED LEASE AGREEMENT is made and entered into as
of January 1, 1997, by and between XXXXXXX X. PRICE (hereinafter "Landlord"),
and T&W FINANCIAL CORPORATION, formerly T&W LEASING, INC. (hereinafter
"Tenant").
BACKGROUND
On December 31, 1991, Landlord and Tenant, as T&W Leasing, Inc.,
entered into a lease agreement for the real property commonly referred to as
0000 Xxxxxxx Xxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxx 00000. The lease agreement was
subsequently amended on or about April 1, 1995 in order to reflect an increase
in the amount and restate the lease agreement in its entirety in order to
reflect, among other things, that the term of the lease shall expire on
December 31, 1997. By amending and restating this lease agreement, Landlord and
Tenant do not intend to terminate the lease and create a new lease, but rather
to amend and restate it in its entirety.
AGREEMENT
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. DEMISE.
1.1 Premises. Landlord hereby leases to Tenant and Tenant hereby
rents from Landlord the building and those premises (the "premises") located
upon the real property (the "Property") described in Exhibit A, which is
commonly known as 0000 Xxxxxxx Xxxxxxx Xxxx, Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxx,
00000.
2. TERM.
The term of this lease shall be for a period of six (6) years
commencing on the Date of Commencement. The "Date of Commencement" shall be
December 31, 1991.
3. RENT.
3.1 Base Monthly Rent. Tenant covenants and agrees to pay to
Landlord as Base Monthly Rent for the Premises the following amounts:
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(a) From January 1, 1992 through March 10, 1995, the sum of
Three Thousand and 00/100 Dollars ($3,000) per month;
(b) From April 1, 1995 through December 31, 1996, the sum of
Five Thousand and 00/100 Dollars ($5,000) per month; and
(c) From January 1, 1997 through December 31, 1997, the sum of
Eight Thousand Five Hundred and 00/100 Dollars ($8,500) per month.
All Base Monthly Rent shall be in advance on the first (1st) day of each
calendar month commencing on January 1, 1992 and continuing each month
thereafter during the balance of the term. All rent to be paid by Tenant to
Landlord shall be in lawful money of the United States of America and shall be
paid without deduction or offset, prior notice or demand, and at such place or
places as may be designated from time to time by Landlord by written notice to
Tenant.
3.2 Late Charge. Any installment of rent or any other charge hereunder
which is not paid within ten (10) days of the date when due shall incur a late
charge of five percent (5%) of the amount due. The late charge shall be due and
payable without notice or demand.
4. TAXES AND ASSESSMENTS.
4.1 Real Property Taxes and Assessments. In addition to the Base
Monthly Rent, Tenant agrees to pay semi-annually all real estate taxes and
assessments levied and assessed for any year upon the land and improvements
included in the Premises. If the tax or assessment statement does not apportion
the total amount due between the Premises and other land included in the tax
parcel or parcels on which the Premises are located, then and in that event the
taxes and assessments on the land included in the Premises shall be apportioned
according to the area of the Premises as it relates to the total area of the
parcel or parcels on which the Premises are located and which are included in
the tax or assessment statement. All such additional sums due based upon taxes
and assessments shall be payable by Tenant to Landlord in semi-annual
installments due on April 20 and October 20 of each year during the term
hereof. At least 30 days prior to the date on which an installment is due,
Landlord shall provide Tenant with written notice of the amount of the
installment and the method by which it was determined. Taxes for the first and
last years of the term shall be prorated between Landlord and Tenant as of the
commencement and expiration of the term.
4.2 Tenant's Right to Consent Real Estate Taxes. Tenant shall have
the right, at its own cost and expense, to initiate and prosecute any
proceedings permitted by law for the purpose of
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obtaining an abatement of or otherwise contesting the validity or amount of
real estate taxes assessed or levied upon the Premises and related
improvements, if any, constructed on the Premises by Tenant. If required by
law, Tenant may take such action in the name of Landlord who shall cooperate
with Tenant to such extent as Tenant may reasonably require, provided, however,
that Tenant shall fully indemnify and save Landlord harmless from all loss,
cost, damage and expense incurred as a result thereof, and further provided
Tenant shall, at Landlord's request, escrow or post a bond for the full amount
of the real estate taxes claimed pending such proceedings.
4.3 New Taxes Payment Schedule. In addition to rent and other charges
to be paid by Tenant hereunder, Tenant shall pay, or reimburse Landlord within
thirty (30) days of receipt of a demand therefor, any and all taxes which are
not presently in effect but which may be hereafter levied, assessed or imposed
upon Landlord or the Premises if the taxes are based upon or arise out of the
ownership, use or operation of the Premises or the rent payable hereunder,
provided that this provision shall not apply to a net income, estate or
inheritance tax which may be imposed upon Landlord.
5. INSURANCE AND INDEMNIFICATION.
5.1 Fire and Extended Coverages. In addition to other payments to be
made by Tenant hereunder, Tenant shall reimburse and pay to Landlord within
thirty (30) days after being billed therefor by Landlord, Tenant's proportionate
share (based upon the ratio of the square footage of the Premises, to the square
footage of the total rentable floor area of the building in which the Premises
are located) of the premium payable for an insurance policy insuring the
building in which the Premises are located against loss or damage resulting from
the hazards covered by fire and extended coverage insurance, which policy shall
contain a replacement cost endorsement and shall be for the full insurable value
of said building. During the term of this Lease, Landlord shall maintain such
insurance on the building in which the Premises are located.
5.2 Liability Insurance. Tenant shall, during the entire term, keep
in full force and effect a policy or policies of commercial general liability
and property damage insurance with respect to the Premises and the business
operated by Tenant in which the limits of liability shall be not less than those
agreed upon by Landlord and Tenant. The policy shall name the Landlord as an
additional insured and shall contain a clause that the insurer will not cancel
or change the insurance without first giving Landlord thirty (30) days' prior
written notice. The insurance shall be in an insurance company or companies
licensed to do business in the State of Washington. A copy of each policy
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or certificate of insurance shall be delivered to Landlord upon written request
from Landlord.
5.3 Indemnification. Tenant shall, at all times, indemnify the
Landlord for, defend the Landlord against, and save the Landlord harmless from,
any liability, loss, cost, injury, damage or other expense that may occur or be
claimed by or with respect to any person or property on or about the Premises
and resulting from the deliberate and intentional acts or negligence of Tenant,
its agents, employees, licensees, invitees or guests. Tenant shall, at its own
cost and expense, defend against any and all such actions, claims, and demands
and shall indemnify Landlord for all reasonable costs and expenses which it may
incur in connection therewith. Landlord shall not, unless caused by the
negligence of Landlord, be liable for any injury or damage to the Premises, or
to Tenant or its agents, employees, licensees, invitees, or guests, or to any
property of any such persons.
5.4 Waiver of Subrogation. Landlord and Tenant hereby release one
another from every and all right, claim and demand or liability for any loss or
losses occasioned by fire and such items as are included under the normal
coverage clauses of fire insurance policies and any losses resulting from
business interruption at the Premises or loss of rental income from the
Premises occasioned by fire and such other items as are included under the
normal coverage of fire insurance policies, provided such releases do not in
any manner affect the fire insurance policies carried by the respective
parties. Each party shall exert its best efforts to cause its insurance
carriers to consent to such waiver and to waive all rights of subrogation
against the other party.
6. CONDUCT OF BUSINESS.
6.1 Use of the Premises. Tenant shall maintain and conduct on the
Premises continuously during the term an equipment leasing and specialized
finance business. Tenant shall not use or permit the use of the Premises for
any other business or purpose without the prior written consent of Landlord.
6.2 Specific Use, Restrictions. Tenant shall not do or permit
anything to be done to or about the Premises or bring or keep anything thereon
which will in any way increase the existing rate of or affect any fire or other
insurance on the building located on the Premises. Tenant shall not commit or
allow to be committed any waste in or upon the Premises.
6.3 Compliance with Law. Tenant shall not use or permit the Premises
or any part thereof to be used for any purpose in violation of any existing or
future municipal, county, state or federal law, ordinance or regulation.
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6.4 Liens and Encumbrances. Tenant shall keep the Premises free
and clear of all liens and encumbrances arising or growing out of the use or
occupancy of the Premises by Tenant, provided that Tenant may contest any lien
in the manner provided by law.
7. UTILITIES.
Tenant shall be liable for and shall pay throughout the term of this
Lease all utility installation, hook-up and disconnect fees and charges payable
for the Premises and all fees and charges for utility services provided to the
Premises. Utility services shall include, but not be limited to, electricity,
heat, oil, gas, water, sewer, and waste and garbage pick-up and disposal.
Landlord hereby grants to Tenant a non-exclusive easement during the term of
the Lease under the Property to tie into, use, repair and extend to the
Premises all underground utility lines including electrical lines, telephone
lines, gas lines, sanitary sewer lines and storm sewer lines.
8. MAINTENANCE OF PREMISES.
8.1 Maintenance. Tenant shall at all times throughout the Lease
term keep the Premises (including exterior doors and entrances, windows and
moldings and trim of all doors and windows, interior partitions and walls,
ceilings, floor coverings, door surfaces, fixtures, equipment, plumbing,
lighting, electrical systems) in good order, condition and repair.
8.2 Failure to Maintain. If Tenant fails to keep and preserve the
Premises as set forth in Section 8.1 then following thirty (30) days prior
written notice of repair deficiency given to Tenant, Landlord may, at its
option, put or cause the same to be put in the condition and state of repair
required by this Lease, and in such case upon receipt of a written statement
from Landlord, Tenant shall promptly pay the entire cost thereof to Landlord.
Landlord shall have the right to enter the Premises for the purpose of making
such repairs upon the failure of Tenant to do so.
8.3 Repairs by Landlord. Landlord shall keep the roof, exterior
walls, and foundations of the building in which the Premises are located in a
good state of repair, and shall accomplish such repairs as may be needed
promptly after receipt of written notice from Tenant. Should such repairs be
required by reason of Tenant's negligent acts or failure to notify Landlord of
the need for repair, Tenant shall promptly pay Landlord for the entire cost
thereof. Tenant shall immediately inform Landlord of any necessary repairs, and
Tenant shall make none of such repairs without Landlord's consent unless they
are of an emergency nature. Landlord shall also maintain, either directly or
through a service contract, the heating, ventilating and air conditioning
system which serves the Premises.
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9. ALTERATIONS.
Tenant shall not make any alterations, additions or improvements in or
to the Premises without the prior written consent of Landlord, which consent
may be subject to such conditions as Landlord may deem appropriate. Any such
alterations, additions or improvements consented to by Landlord shall be made
at Tenant's sole expense and shall be made in a prompt and good workmanlike
manner. Tenant shall secure any and all governmental permits required in
connection with any such work, and shall hold Landlord harmless from any and
all liability and expense and any and all liens resulting therefrom. All
alterations, additions and improvements (and expressly including all HVAC
equipment and systems and all light fixtures and floor coverings), except trade
fixtures and appliances and equipment which do not become a part of the
Premises, shall immediately become the property of Landlord without any
obligation to pay therefor, and shall not be removed by Tenant.
10. INSOLVENCY.
In the event Tenant becomes insolvent, voluntarily or involuntarily
bankrupt, or if a receiver, assignee or other liquidating officer is appointed
for the business of the Tenant, then the Landlord may terminate this Lease at
Landlord's option.
11. ASSIGNMENT AND SUBLETTING.
All assignments and subleases shall require the prior written consent
of Landlord, which consent shall not be unreasonably withheld. Any request by
Tenant for Landlord's consent to a proposed assignment or sublease as required
hereunder shall be accompanied by a copy of the proposed assignment or
sublease, the identity and address of the proposed assignee or subtenant,
details regarding the proposed use of the Premises by the proposed assignee or
subtenant, including any proposed changes or alterations to the Premises, and
current financial statements (balance sheet and income statement) for the
proposed assignee or subtenant. Following receipt of a written request and the
information required above, Landlord shall have thirty (30) days within which
to give or withhold its consent.
12. ACCESS.
Tenant shall allow Landlord free access at all reasonable times to the
Premises for the purpose of inspecting, maintaining or making repairs to the
Premises or the building located on the Premises, but this right shall not be
construed as an agreement on the part of the Landlord to make any repairs which
are required of Tenant under this Lease.
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13. DAMAGE OR DESTRUCTION.
In the event the Premises are damaged to such an extent as to render
them untenantable in whole or in a substantial part thereof, or are destroyed,
then Landlord shall rebuild or repair the Premises, provided that Landlord
shall not be required to repair or rebuild (a) if Tenant is then in default or
breach of this Lease, or (b) less than one (1) year remains in the term of this
Lease or any extension thereof, or (c) the loss is not covered by the fire and
extended coverage insurance which is required to be maintained by Landlord, or
(d) the insurance proceeds payable for the loss are paid to any mortgage lender
holding a mortgage or deed of trust upon the Property and are not made
available to Landlord for the purpose of repairing or rebuilding the Premises.
Tenant shall give Landlord or Landlord's agent immediate written notice of any
damage or loss. Landlord shall have not more than thirty (30) days after its
receipt of notification of the loss or damage, to notify the Tenant of the
existence of any of the above-stated conditions which would excuse Landlord
from repairing or rebuilding the Premises. If the Premises are to be rebuilt or
repaired, then within thirty (30) days following Landlord's receipt of notice
of the damage or loss Landlord shall commence the repairing or rebuilding and
shall prosecute the work without necessary delay, and during such period the
Base Monthly Rent shall be abated in the same ratio that that portion of the
Premises rendered for the time being unfit for occupancy bears to the whole of
the Premises. If Landlord elects not to repair or rebuild the Premises because
of the existence of any of the above-stated conditions, then this Lease shall
terminate as of the date of occurrence causing the damage. If it is reasonably
determined by Landlord's contractor that the repair or rebuilding of the
Premises shall take longer than ninety (90) days from commencement of the work,
then within thirty (30) days of Landlord's receipt of notice of the damage or
loss, Landlord shall provide Tenant with written notice of the estimated period
of time necessary to fully repair or rebuild the Premises, and during the ten
(10) day period following Tenant's receipt of such notice, Tenant shall have
the right and option to terminate this Lease.
14. SIGNS.
All signs, including but not limited to, signs attached to the exterior
of the building or the roof of the building in which the Premises are located
shall be subject to the prior written approval of the Landlord. Any signs
installed by Tenant shall be removed by Tenant at the termination of the term,
and Tenant shall repair any damage or injury to the Premises caused thereby. If
the signs are not removed by Tenant, then Landlord may have them removed at
Tenant's expenses.
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15. DEFAULT OR BREACH AND REMEDIES.
15.1 Default. Each of the following events shall constitute a
default or breach of this Lease by Tenant:
(a) Failure to Pay Rent. if tenant shall fail to pay, when
due, any installment of Base Monthly rent or any other rent or charge which is
Tenant's obligation hereunder and if the failure continues for ten (10) days
after written notice of delinquency to Tenant, provided no written notice of
delinquency shall be required if Landlord has previously given one (1)
written notice of delinquency during the one (1) year period preceding the
failure to pay.
(b) Failure to Perform Covenant. If Tenant shall fail to
perform or comply with any of the other terms, covenants or conditions of this
Lease and if the failure shall continue for a period of thirty (30) days after
written notice of non-compliance by Landlord to Tenant, or if the
non-compliance cannot be reasonably cured with the thirty-day period, Tenant
shall not in good faith have commenced the action necessary to effect a cure
within the thirty-day period, and shall not diligently proceed to the
completion of that action.
(c) Failure to Operate Business. If Tenant shall cease to
operate an equipment leasing business or any other business approved by
Landlord on the Premises.
(d) Wrongful Transfer. If this Lease shall be assigned or
transferred, or if the Premises shall be sublet, by Tenant to any other person
or party except in the manner herein permitted.
15.1 Remedies. In the event of any default or breach of this Lease
by Tenant, Landlord may exercise any one or more of the following remedies or
any other right or remedy available to it under law:
15.2.1 Cancellation of Lease. Landlord shall have the right to cancel
and terminate this Lease, as well as all of the right, title and interest of
the Tenant in and to the Premises, by giving the Tenant not less than ten (10)
days' notice of intent to cancel and terminate the Lease. On expiration of the
time fixed in the notice, this Lease and the right, title and interest of
Tenant in and to the Premises shall automatically terminate in the same manner
and with the same force and effect, as if the date fixed in the notice of
intent to cancel and terminate were the date originally fixed in this Lease for
the expiration hereof, provided however, Tenant shall remain liable for the rent
and other charges required by this Lease up to the date of termination and for
the additional rent and damages set forth in the following subsection.
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15.2.2 Rent and Damages Recoverable Upon Cancellation. In any action
brought by Landlord following a cancellation of the Lease, Landlord shall be
entitled to recover from Tenant the rent, taxes and other charges owing through
the date of cancellation (less any rent, taxes or other charges received by
Landlord pursuant to any actual reletting of the Premises) and the present
worth of the rent, taxes and other charges due during the balance of the term
(less the present worth of any rent, taxes or other charges due during the
balance of the term (less the present worth of any rent, taxes or other
charges to be received by Landlord pursuant to any actual and/or reasonably
estimated reletting of the Premises), provided that in no event shall the
recovery of rent and other charges for the period following cancellation of the
Lease, exceed a sum equal to the rent and real estate taxes which otherwise
would have been payable under the Lease for the three (3) year period
following the Landlord's notice of cancellation. The rate of interest to be
used in the determination of any discounted present worth shall be six
percent (6%) per annum. Subject to the limitation on recovery stated above,
Tenant shall also be liable for all reasonable costs and expenses incurred by
Landlord in the preservation and maintenance of the Premises prior to any
reletting; all reasonable costs and expenses, including reasonable attorneys'
fees incurred by Landlord in reentering and repossessing the Premises; and all
reasonable costs and expenses incurred by Landlord in connection with the
reletting of the Premises, including the cost of any repairs or alterations
performed in furtherance of the reletting.
15.2.3 Continuation of Lease. Landlord may treat this Lease as
subsisting and recover from Tenant all rent and other charges due hereunder
notwithstanding any repossession or reletting of the Premises.
15.2.4 Reentry and Reletting of Premises. Landlord may immediately or
at any time thereinafter reenter the Premises and recover the possession
thereof. Incidental thereto, Landlord may remove Tenant's property and store it
in a public warehouse, or at a place selected by Landlord, at the expense of
Tenant. After 30 days' storage Landlord may sell the property at public or
private sale, all expenses of the sale to be the obligation of Tenant to
Landlord under the terms of this Lease. Reentry and repossession of the Premises
may be accomplished by Landlord's self-help or by an action for unlawful
detainer or by any other appropriate action. Following reentry Landlord shall
make all reasonable efforts to relet the Premises. Landlord may make repairs and
alterations necessary or incidental to the reletting.
16. REIMBURSEMENT FOR PAYMENT OF Tenant'S OBLIGATIONS.
Landlord may elect, but shall not be obligated, to make any payment
required of Tenant herein, or comply with any term,
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covenant or condition required hereby to be performed by Tenant and Landlord
shall have the right to enter the Premises for the purpose of correcting or
remedying any such default and to remain until the default has been corrected or
remedied, but any expenditure for the correction by Landlord shall not be deemed
to waive or release the default of Tenant or the right of Landlord to take any
action as may be otherwise permissible hereunder in the case of default. Any sum
payable to Landlord under this Lease or any sum paid by Landlord which is the
obligation of Tenant shall bear interest until paid at the announced or
published annual rate (prime rate) at which Seafirst Bank, or its successor,
will loan money to its most credit-worthy customers plus two and one-half
percent (2.5%).
17. COSTS AND ATTORNEYS' FEES.
If Landlord brings a suit to recover any rent or other charge due
hereunder, or for breach of any provision of this Lease or to recover
possession of the Premises, or if Tenant shall bring any action for any relief
against Landlord, declaratory or otherwise, arising out of this Lease, then and
in any such event, the prevailing party, as determined by the court, shall
recover, a reasonable attorneys' fee and all its costs and expenses expended or
incurred in connection with such action.
18. NON-WAIVER.
The waiver by either party of, or the failure of either party to take
action with respect to, any breach of any term, covenant, or condition of this
Lease by the other party shall not be deemed to be a waiver of such term,
covenant, or condition, or subsequent breach of the same, or any other term,
covenant or condition herein contained. The subsequent acceptance of rent or
other charges hereunder by Landlord shall not be deemed to be a waiver of any
preceding breach by Tenant of any term, covenant, or condition of this Lease,
other than the failure of Tenant to pay the particular rent or charge accepted,
regardless of Landlord's knowledge of such preceding breach at the time of
acceptance of such rent or other charge.
19. HEIRS AND SUCCESSORS.
Subject to the provisions hereof pertaining to assignment and
subletting, the covenants and agreements of this Lease shall be binding upon
the heirs, legal representatives, successors and assigns of any or all of the
parties hereto.
20. SURRENDER OF PREMISES AND HOLDING OVER.
20.1 Surrender of Premises. Except as may be otherwise provided
herein, upon the expiration of the term, or any
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extension hereof, as the case may be, or any sooner termination of the Tenant's
tenancy of the Premises, the Tenant shall quit and surrender the Premises in
good order, condition and state of repair, usual wear and tear excepted.
20.2 Holding over. If the Tenant shall, with the written consent of
Landlord, hold over after the expiration of the term or extended term of this
Lease, such tenancy shall be for an indefinite period of time on a
month-to-month tenancy, which tenancy may be terminated upon thirty (30) days'
prior written notice to Tenant. During such tenancy, Tenant agrees to pay to the
Landlord the same rent which was in effect at the termination or the term or
extended term, as the case may be, unless a different rent is agreed upon, and
to be bound by all of the terms, covenants, and conditions as herein specified.
21. PERSONAL PROPERTY AND TRADE FIXTURES.
If any of the furniture, fixtures, or equipment installed by Tenant on
the Premises are leased or purchased by Tenant from a conditional seller, then
such furniture, fixtures, and equipment shall at all times be and remain
personal property, regardless of the method in which the same is affixed to the
Premises, and shall remain the personal property of Tenant and/or such third
party.
22. CONDEMNATION.
22.1 If all of the Premises are taken by eminent domain or by
agreement between Landlord and those authorized to exercise such right, this
Lease shall terminate when Tenant is required to vacate the Premises and the
rent shall be apportioned and paid to that date. If by such taking or agreement
(a) the square footage of the Property is reduced by more than twenty-five
percent (25%), or (b) vehicular access to the building from an adjoining street
is totally eliminated, then this Lease may, at the option of either party, be
terminated as of the date Tenant is required to vacate the portion of the
Premises taken or the date that Landlord is required to vacate the building so
taken. Tenant may also terminate this Lease if such taking or agreement (a)
eliminates an entrance to the Premises and the entrance cannot be relocated in
the same exterior wall as the entrance taken or (b) reduces the square footage
of the Premises by more than ten percent (10.0%). Except as provided in this
section, this Lease shall not be terminated or otherwise affected by any
exercise of the right of eminent domain.
22.2 In the event of any taking of the Premises or the Property by
eminent domain or by agreement between Landlord and those authorized to
exercise such right, Landlord shall be entitled to all damages, consequential
damages, and compensation for such taking, and Tenant shall be entitled neither
to share in any such
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award nor to have any claim against Landlord for any part thereof, except to
the extent such award is based upon damage to Tenant's stock in trade or damage
to equipment or fixtures which Tenant may remove at the termination of the
Lease or the cost of Tenant's moving its fixtures and inventory to a new
location in the same general market area.
22.3 Whenever any portion of the Premises or the Property shall be taken
by any exercise of the right of eminent domain or by agreement in lieu thereof,
and if this Lease shall not be terminated in accordance with the provisions of
this section, Landlord shall at its expense, proceed with all reasonable
dispatch to do such work as may be required to restore the Premises or the
Property, or what remains thereof (not including Tenant's fixtures, furniture,
furnishings, and equipment) to as nearly as possible to the condition they were
in immediately prior to such taking; and Tenant shall, at its expense, proceed
with all reasonable dispatch to do such work to its fixtures, furnishings and
equipment as may be required to restore them to the same condition they were in
immediately prior to such taking. From the time that Tenant is deprived of the
right of possession of any portion of the Premises taken, the amount of Base
Monthly Rent shall be reduced by a percentage equal to the percentage reduction
in the area of the Premises as a result of the taking. During any restoration
work by Landlord the Base Monthly Rent shall be reduced by the same percentage
that the portion of the reconstructed Premises which is not usable due to
restoration work bears to the whole thereof.
23. 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
seventy-two (72) hours after depositing the notice or demand in the United
States mail, certified or registered, return receipt requested, postage
prepaid, addressed to the Landlord or Tenant respectively at the addresses set
forth after their signature at the end of this Lease, or at such other address
which is specified in a notice given in accordance with this section.
24. TIME IS OF THE ESSENCE.
Time is of the essence of this Lease, and each and every covenant,
term, condition and provision hereof.
25. COVENANT OF QUIET POSSESSION.
Landlord covenants that Landlord has full right to make this Lease and
that upon Tenant's paying the rent and observing and performing all of the
terms, covenants and conditions contained herein on Tenant's part, Tenant may
peacefully and quietly enjoy
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the Premises during the entire term and any extensions thereof.
26. ENTIRE AGREEMENT.
This Lease contains the entire agreement between the parties, and
cannot be changed or amended except by a written instrument subsequently
executed by the parties hereto.
27. GOVERNING LAW.
This Lease shall be governed, construed and enforced in accordance with
the laws of the State of Washington.
28. CAPTIONS.
The captions to the sections of this Lease are reference guides only
and shall not be given substantive or interpretive meaning.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease the
date and year first above written.
LANDLORD: TENANT:
/s/ XXXXXXX X. PRICE T & W FINANCIAL CORPORATION
---------------------------- formerly T & W LEASING, INC.
XXXXXXX X. PRICE
/s/ XXXXXXX X. PRICE
------------------------------------
Address: By: Xxxxxxx X. Price
0000 Xxxxx Xx. N.E. Its: Chief Executive Officer
Xxxxxx, XX 00000
Address:
0000 Xxxxxxx Xxxxxxx Xxxx
Xxxxxx, XX 00000
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STATE OF WASHINGTON )
)
COUNTY OF XXXXXX ) ss
On this day personally appeared before me XXXXXXX X. PRICE, to me
known to be the individual described in and who executed the within and
foregoing instrument, and acknowledged that he signed the same as his free and
voluntary act and deed, for the uses and purposes therein mentioned.
GIVEN, under my hand and official seal this _____ day of January, 1997.
/s/ [SIG]
-------------------------------------
NOTARY PUBLIC in and for the State of
Washington residing at Puyallup
---------------
My commission expires: 0-0-00
----------------
XXXXX XX XXXXXXXXXX )
)
COUNTY OF XXXXXX ) ss
On this day personally appeared before me XXXXXXX X. PRICE, the Chief
Executive Officer of T & W FINANCIAL CORPORATION, to me known to be the
corporation described in and who executed the within and foregoing instrument,
and acknowledged that he was authorized to execute the same as the free and
voluntary act and deed of said corporation, for the uses and purposes therein
mentioned.
GIVEN under by hand and official seal of this 2 day of January, 1997.
---
/s/ [SIG]
-------------------------------------
NOTARY PUBLIC in and for the State of
Washington residing at Puyallup
---------------
My commission expires: 3-6-97
----------------
Lease Agreement Page 14
15
EXHIBIT A
Legal Description
Xxxxxx County Assessor's Tax Parcel Number 0420064184
04-20-07-1-130 Parcel "B" of DBLR 86-09-04-0334 Described as follows:
Beginning on the North Line of the Northwest Corner of the Northeast
Corner of 00-000-00 East at a point 279 feet West of the Northeast
Corner of said subdivision and on the West Margin 65th Avenue East then
South 88 degrees 27 minutes 46 seconds West 5 feet along the said West
Margin then North 00 degrees 38 minutes 14 seconds West 47.74 feet along
said West Margin.
Situate in Xxxxxx County, Washington.
Lease Agreement Page 15
