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EXHIBIT 10.7
L E A S E
THIS LEASE, made this 7th day of October, 1963, by and between TWIN
CITY DEVELOPMENT CO., a Washington corporation, hereinafter designated as the
"Landlord", and BANK OF COWLITZ COUNTY, a Washington corporation, hereinafter
designated as "Tenant",
W I T N E S S E T H
1. PREMISES. The Landlord hereby leases to the Tenant, and the
Tenant hereby leases from the Landlord, area in the development known as
TRIANGLE SHOPPING CENTER.
A plan of the Shopping Center is hereto annexed as Exhibit "A", which
shows the location of the demised premises. A legal description of the lands
comprising the Shopping Center is hereto annexed as Exhibit "B".
In addition to the premises mentioned herein, this Lease includes the
nonexclusive right to Tenant and its agents, employees, invitees, customers,
suppliers, and patrons to use and enjoy throughout the term of this Lease the
"common areas" of the Shopping Center and other features and facilities
provided for the general uses and purposes of the Shopping Center.
2. TERM. The term of this Lease shall commence on Noon of the
first day the building is completed and ready for occupancy as certified by the
architect but no later than April 1, 1964, and shall continue for twenty-five
(25) years.
(A) The Tenant may, by written notice to Landlord given one
hundred eighty (180) or more days before the end of the original term of
twenty-five (25) years, extend the term for ten (10) years from the end of such
original term upon the same terms and conditions as herein set forth except as
to rental, which shall be fixed as hereinafter provided.
(B) If Tenant has exercised the foregoing option to extend the
term, it may, by written notice to Landlord, given one hundred eighty (180) or
more days before the end of the term is extended by the ten (10) year period
referred to in Section 2(A), further extend the term to September 30, 2006,
upon the same terms and conditions, except as to rental, which shall be fixed
as hereinafter provided.
(C) If Tenant exercises the respective options granted in (A) and
(B) above, the rental shall be mutually agreed upon. In the event the parties
are unable to agree as to rental, they shall each choose an arbitrator, and the
two so appointed shall select a third, and the decision of a majority of said
arbitrators shall be binding upon the parties. The arbitrators shall be
charged with arriving at a fair market rental as of date each option becomes
operative, based upon the economic value of the land herein leased. Each party
shall pay the costs of the arbitrator selected by him and shall share equally
the costs of the third.
3. RENTAL. Tenant covenants and agrees to pay to the Landlord an
annual rental of Two Thousand Four Hundred and No/100 ($2,400.00) Dollars,
payable in equal monthly installments with a
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proportional share thereof for any partial month, which rental shall be paid in
advance on the 1st day of each and every calendar month during the term or any
extensions hereof.
The annual Cowlitz County Real Property Taxes, diking assessment, and
periodic fire insurance premiums shall be payable by Tenant, and evidence of
payment before delinquency furnished to Landlord. It is understood that the
parties will cause the Cowlitz County Assessor to segregate the assessments so
that the tax assessed and payable on the improved premises occupied by Tenant
is determined for payment by Tenant. It is understood that Landlord is to pay
Real Estate Property Taxes and Diking Assessment on the land only and that the
balance will be paid by Tenant.
4. CONSTRUCTION. Tenant shall, with all reasonable expedition,
proceed to erect upon the demised premises a building on the space herein
leased in accordance with the plans and specifications to be approved by
Landlord, which approval shall not be unreasonably withheld.
5. UTILITIES. Tenant shall pay the monthly or periodic charges
for all of its requirements for utilities such as gas, water, and electricity
and sewer charges imposed by governmental authorities if based on water
consumed, and shall pay for heating and air conditioning of areas occupied
solely by Tenant.
6. USE OF PREMISES. The premises shall at all times be used and
occupied only for a bank and all purposes incidental thereto and for no other
purpose or purposes without Landlord's consent, it being further understood
that Landlord has entered into leases with other Tenants and this Lease is
subject to such lease or leases.
7. SIGNS. Tenant may provide and maintain, subject to the
approval of the Landlord, which approval shall not be arbitrarily withheld, a
proper identifying sign or signs.
8. ASSIGNMENT AND SUBLETTING. Tenant covenants and agrees that
it will not assign this Lease or sub-let the whole or any part of the demised
premises without, in each instance, having first received the express written
consent of the Landlord; however, any such assignment shall not relieve Tenant
of its obligation hereunder, and Tenant shall continue to be liable to Landlord
with respect thereto as fully as though such assignment had not been made.
9. REPAIRS, MAINTENANCE AND ALTERATIONS. The Tenant agrees to
construct the building upon the property described herein in a good and
workmanlike manner and permit no liens to attach to the premises as a result of
its work. Alterations made by the Tenant shall be at its sole expense after
approval of Landlord, which approval shall not be arbitrarily withheld, and
Tenant shall be responsible for any damage or cost incurred to the Leased
premises because of making such alterations. The Tenant agrees to conform to
and comply with all rules, laws, ordinances, and regulations of Federal, State,
County, and Municipal authority in the use and
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occupation or alteration and repair of the demised premises as related to its
particular occupancy. Tenant agrees to maintain the entire premises during the
term of this Lease and any extensions hereof. Tenant shall have the right to
place or install on said leased premises such fixtures and equipment including
modernization and replacement, as it shall deem desirable for the conduct of
its business therein. At the termination of this Lease or any extension or
renewal thereof, Tenant may remove from said leased premises all personal
property and fixtures placed by it on said premises at its own expense, and
Tenant agrees to repair any damage to the premises caused by the removal of its
personal property and fixtures.
10. INSURANCE. Tenant agrees to indemnify and save harmless
Landlord from and against all claims of whatever nature, except those resulting
from the negligence of Landlord or its agents, arising from any act, omission
or negligence of Tenant or Tenant's contractors, agents, servants, or
employees, or arising from any accident, injury or damage whatsoever caused to
any person or to the property of any person occurring during the term hereof in
or about the Tenant's demised premises but within the Shopping Center
development of which the demised premises are a part, where such accident,
damage, or injury results or is claimed to have resulted from an act or
omission of the Tenant or his agents or employees. This indemnity and
hold-harmless agreement shall include indemnity against all costs, expenses,
and liabilities in, or in connection with, any such claim or proceeding brought
thereon and the defense thereof.
Tenant agrees to maintain in full force during the term hereof a
policy of public liability insurance; the minimum limits of liability of such
insurance shall be $100,000.00 for injury (or death) to any one person and
$300,000.00 for any injury (or death) to more than one person.
Tenant agrees to use and occupy the demised premises and to use all
other portions of the common areas in the Shopping Center at its own risk; and
the Landlord shall have no responsibility or liability for any loss of or
damage to fixtures or other personal property of Tenant. The provisions of
this section shall apply during the whole of the term hereof.
It is understood and agreed that Tenant assumes all risk of damage to
its own property arising from any cause whatsoever, including, without
limitation, loss by theft or otherwise.
Tenant covenants and agrees that it will not do or permit anything to
be done in or upon the demised premises or bring in anything or keep anything
therein which shall increase the rate of insurance on the Shopping Center area,
and further agrees that, in the event it shall do any of the foregoing, it will
promptly pay to the Landlord upon demand, any such increase resulting
therefrom, which shall be due and payable as additional rental hereunder.
11. DESTRUCTION OF PREMISES. In the event of a partial or total
destruction of the premises during the lease term or any extensions from any
cause, Tenant shall forthwith repair the same, providing such repairs can be
made under the laws and regulations
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of Federal, State, County, and Municipal authorities. Such destruction shall
in no wise annul or void this Lease. If such repairs cannot be made under such
laws and regulations, this Lease may be terminated at the option of either
party.
12. DEFAULT AND RE-ENTRY. It is expressly agreed between the
parties hereto that, if default be made in the payment of the rent above
reserved or any part thereof, or in any of the covenants and agreements herein
contained to be kept by the Tenant, after thirty (30) days' notice to Tenant of
such alleged breach, (except five [5] days written notice for nonpayment of
rental), it shall be lawful for the Landlord or assigns at any time after the
expiration of said notice, if said default is not cured, at the election of the
Landlord or assigns, to re-enter said demised premises or any part thereof,
either with or without process of law, and to expel, remove and put out the
Tenant or any other person or persons occupying the same, using such force as
may be necessary so to do, and the said premises again to repossess and enjoy,
as before this demise, without prejudice or any remedies which might otherwise
be used for arrears of rent or preceding breach of covenants.
In case of such termination, re-entry, or dispossession by summary
proceedings or otherwise, the Tenant will also pay to Landlord all expenses
which Landlord may then or thereafter incur for legal expenses, reasonable
attorney fees, brokerage commissions, and all other reasonable costs paid or
incurred by Landlord for restoring the demised premises to good order and
condition and for altering or otherwise preparing the same for re-letting, and
title to all Tenant's improvements shall revert to Landlord.
13. NOTICES. Whenever, by the terms of this Lease, notice shall
or may be given either to Landlord or to Tenant, such notice shall be in
writing and shall be sent by registered mail, postage prepaid.
If intended for Landlord, addressed to it at the address then
designated for the payment of rent, which is presently No. 7, Triangle Shopping
Center, c/o Longview Mortgage Co., Longview, Washington.
If intended for Tenant, addressed to it at 0000 - 00xx Xxxxxx,
Xxxxxxxx, Xxxxxxxxxx.
14. QUIET ENJOYMENT. Tenant, subject to the terms and provisions
of this Lease, on payment of the rental and observing, keeping, and performing
all of the terms and provisions of this Lease on its part to be observed, kept,
and performed, shall lawfully, peaceably, and quietly have, hold and enjoy the
demised premises during the term hereof without hindrance or interference by
any persons lawfully claiming unto the Landlord.
15. TENANT'S ASSOCIATION. Tenant agrees to join and remain a
member in good standing with other tenants of said Shopping Center in the
formation of a Tenants' Association, which said Tenants' Association shall pay
the cost of operating, lighting, cleaning, removing snow, policing, insuring
against casualties,
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injuries and damage which may occur in such public areas and otherwise lawfully
maintaining, operating, and repairing the parking area, walks, and other areas
common to all tenants. Tenant agrees to pay a sum equal to one cent per square
foot per month of the gross building area herein leased.
For the good and welfare of all tenants in the Shopping Center, their
employees, agents, customers, and invitees, Landlord expressly reserves the
right to promulgate reasonable rules and regulations relating to the use of all
common areas. Said rules and regulations shall be binding upon Tenant ten days
after the mailing of a copy thereof to Tenant at the demised premises. For the
enforcement of all provisions of this clause, Landlord shall have available to
it all the remedies in this Lease provided for a breach thereof and all legal
remedies, whether or not provided for in this Lease, at law or in equity. The
Landlord will, upon request of the Tenant's Association, exercise the
enforcement provisions set forth in this Lease as to any tenant who fails to
cooperate or participate with said Tenant's Association.
16. MISCELLANEOUS. Landlord shall have the right to enter upon
the demised premises at all reasonable hours for the purpose of inspecting the
same.
For a period commencing one hundred twenty (120) days prior to the
termination of this Lease, Landlord may have reasonable access to the premises
herein demised for the purpose of exhibiting the same to prospective tenants.
Landlord shall pay, or cause to be paid, before the same become
delinquent, all general and special taxes which may be lawfully charged,
assessed or imposed upon the demised land only.
Landlord shall in no event be in default for the performance of any of
its obligations hereunder unless and until Landlord shall have failed to
perform such obligations within thirty (30) days or such additional time as is
reasonably required to correct any such default after notice by Tenant to
Landlord properly specifying wherein Landlord has failed to perform any such
obligation.
This Lease shall be subject and subordinate to any first mortgage on
the demised premises placed with an insurance company or other lending
institution authorized to lend money; however, the Tenant's rights under this
Lease shall not be impaired so long as Tenant is not in default.
The failure of either party to seek redress for violation of, or to
insist upon the strict performance of, any covenant or condition of this Lease,
shall not prevent a subsequent act, which would have originally constituted a
violation, from having all the force and effect of an original violation. The
receipt by Landlord of rent with knowledge of breach of any covenant of this
Lease shall not be deemed a waiver of such breach. No provision of this Lease
shall be deemed to have been waived by a party hereto unless such waiver be in
writing signed by such party.
At the expiration of this Lease, Tenant shall surrender the demised
premises in good condition and broom clean, reasonable wear and tear and damage
by fire or casualty excepted.
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17. LEASE BINDING ON SUCCESSORS. Except as herein otherwise
expressly provided, the terms hereof shall be binding upon and shall inure to
the benefit of the successors and assigns, respectively, of Landlord and
Tenant.
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IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease
Agreement to be executed in their respective corporate names and their
respective corporate seals to be hereunto affixed and signed and attested by
their respective officers thereunto duly authorized, all as of the day and year
first above written.
TWIN CITY DEVELOPMENT CO.
By /s/ X. X. Xxxxxx
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ATTEST:
/s/ F. L. Xxxxx
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Landlord
BANK OF COWLITZ COUNTY
By /s/ Xxxxxxx X. Button President
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President
ATTEST:
/s/ Xxxx X. Page
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Vice President and Cashier
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STATE OF WASHINGTON )
) ss.
COUNTY OF COWLITZ )
On this 7th day of October, 1963, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn,
personally appeared X. X. XXXXXX and F. L. XXXXX, to me known to be the
President and Secretary, respectively, of TWIN CITY DEVELOPMENT CO., 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 they were
authorized to execute the said instrument and that the seal affixed is the
corporate seal of said corporation.
WITNESS my hand and official seal hereto affixed the day and year
first above written.
/s/
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Notary Public in and for the State
of Washington, residing at Longview
STATE OF WASHINGTON )
) ss.
COUNTY OF COWLITZ )
On this 9th day of October, 1963, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn,
personally appeared XXXXXXX X. BUTTON and XXXX X. PAGE, to me known to be the
President and Cashier, respectively, of the BANK OF COWLITZ COUNTY, 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 they were
authorized to execute the said instrument and that the seal affixed is the
corporate seal of said corporation.
WITNESS my hand and official seal hereto affixed the day and year
first above written.
/s/
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Notary Public in and for the State
of Washington, residing at Longview
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EXHIBIT "B"
Commencing at the Northwesterly corner of Tract No. 1 (which is the initial
point of Assessor's Plat No. 17) of Assessor's Plat No. 17, as recorded in
Volume 8 of Plats, page 39, Records of Cowlitz County, Washington; thence South
15 degrees 02' West a distance of 227.71 feet to the true point of beginning of
this description; thence North 88 degrees 50' 30" East a distance of 181.50
feet; thence North 15 degrees 02' East a distance of 10.41 feet; thence North 88
degrees 50' 39" East a distance of 797.32 feet; thence South 15 degrees 02' West
a distance of 84.55 feet; thence South 74 degrees 58' East a distance of 40.00
feet; thence South 15 degrees 02' West a distance of 228.51 feet; thence South
74 degrees 58' East a distance of 2.72 feet; thence South 32 degrees 21' 29"
East a distance of 292.00 feet; thence South 57 degrees 38' 31" West a distance
of 1,540.00 feet; thence North 32 degrees 21' 29" West a distance of 160.00
feet; thence South 57 degrees 38' 31" West a distance of 55.13 feet; thence
North 15 degrees 02' East a distance of 1,293.12 feet to the true point of
beginning, situate in Cowlitz County, Washington, EXCEPTING that portion of
Xxxxx 00, Xxxxxxxxx Xxxx Xx. 00 conveyed to the City of Longview for street
purposes by deed recorded under Auditor's file No. 537358, records of the
auditor of said county.
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