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Standard Form of OFFICE BUILDING LEASE Developed by
One Park Place OWNERS AND MANAGERS
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[LOGO] OFFICE LEASE
This lease, made and entered into at ▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, this 18th
day of April, 1996 by and between the following:
LANDLORD: ALCO Limited Partnership, a Oregon
limited partnership
and
TENANT: JENKON INTERNATIONAL, INC.
PREMISES: Landlord hereby leases to Tenant the
following: Approximately 6,058 gross rentable
square feet of office space (5,409 usable square
feet x 1.12% building load factor to compensate
for the common area shared by all tenants) located
on the 3rd floor of Premises, see Exhibit A, Space
Plan/Floor Plan, attached hereto and by this
reference made a part of the Office Lease, to be
known as Suite #350 (the Premises) in the ONE PARK
PLACE building (the Building) at ▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TERM: Commencing June 1, 1996, and continuing
through May 31, 1998
RENTAL RATE: Monthly Base Rental shall be as
follows:
$18.00 per square foot during
months 01-12 or $9,087.00/mo = $109,044.00
$18.50 per square foot during
months 13-24 or $9,339.42/mo = $112,073.04
$19.00 per square foot during
months 25-36 or $9,591.83/mo = $115,101.96
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Total Rent $336,219.00
Rent is payable in advance on the 1st day of each
month commencing, June 1, 1996.
Landlord and Tenant covenant and agree as follows:
1.1 DELIVERY OF Should Landlord be unable to deliver possession of
POSSESSION. the Premises on the date fixed for commencement of
the term, commencement will be deferred and
Tenant shall owe no rent until notice from
Landlord tendering possession to Tenant. If
possession is not so tendered within 90 days
following commencement of the term, then Tenant
may elect to cancel this lease by notice to
Landlord within 10 days following expiration of
the 90-day period. Landlord shall have no
liability to Tenant for delay in delivering
possession, nor shall such delay extend the term
of this lease in any manner.
2.1 RENT PAYMENT. Tenant shall pay the Base Rent for the Premises
and any additional rent provided herein without
deduction or offset. Rent for any partial month
during the lease term shall be prorated to reflect
the number of days during the month that Tenant
occupies the Premises. Additional rent means
amounts determined under Section 18.4 of this lease
and any other sums payable by Tenant to Landlord
under this lease. Rent not paid when due shall
bear interest at the rate of one-and-one-half
percent per month until paid. Landlord may at its
option impose a late charge of $0.05 for each $1
of rent for rent payments made more than 10 days
late in lieu of interest for the first month of
delinquency, without waiving any other remedies
available for default. Failure to impose a late
charge shall not be a waiver of Landlord's rights
hereunder.
3.1 LEASE Upon execution of the lease Tenant has paid the
CONSIDERATION. Base Rent for the first full month of the lease
term for which rent is payable and in addition has
paid the sum equivalent to the last months rent of
$9,591.83 as lease consideration. Landlord may
apply the lease consideration to pay the cost of
performing any obligation which Tenant fails to
perform within the time required by this lease,
but such application by Landlord shall not be the
exclusive remedy for Tenant's default. If the
lease consideration is applied by Landlord, Tenant
shall on demand pay the sum necessary to replenish
the lease consideration to its original amount. To
the extent not applied by Landlord to cure
defaults by Tenant, the lease consideration shall
be applied against the rent payable for the LAST
MONTH OF THE TERM. The lease consideration shall
not be refundable.
4.1 USE. Tenant shall use the Premises as business for
GENERAL OFFICE and for no other purpose without
Landlord's written consent. In connection with its
use, Tenant shall at its expense promptly comply
with all applicable laws, ordinances, rules and
regulations of any public authority and shall not
annoy, obstruct, or interfere with the rights of
other tenants of the Building. Tenant shall create
no nuisance nor allow any objectionable fumes,
noise or vibrations to be emitted from the
Premises. Tenant shall create no nuisance nor
allow activities that will increase Landlord's
insurance rates for any portion of the Building or
that will in any manner degrade or damage the
reputation of the Building.
4.2 ENVIRONMENTAL. Without limiting any other provision of this lease:
a. Tenant agrees to comply with
Environmental Laws (as defined below) and shall
not cause or permit any Hazardous Substance (as
defined below) to be used, stored, generated, or
disposed of on or in the Premises by Tenant,
Tenant's agents, employees, contractors or invitee
without first obtaining Landlord's prior written
consent.
b. As used herein, "Hazardous Substance"
means any substance which is toxic, ignitable
reactive, or corrosive and which is regulated by
the United States government, the State in which
the Premises are located or any local government,
including without limitation any and all materials
or substances which are defined as "hazardous
wastes," "extremely hazardous wastes,"
"radioactive materials," "contaminants,"
"pollutants," or "hazardous substances" pursuant
to Environmental Laws, including, but not limited
to asbestos, polychlorinatedbiphenyls and
petroleum.
c. As used herein, "Environmental Laws" means
all federal, state and local statutes, laws,
ordinances, orders, and regulations relating to
the use, generation, release, handling, storage,
discharge, transportation, deposit or disposal of
Hazardous Substances or otherwise related to
protection of health or the environment.
4.3 EQUIPMENT. Tenant shall install in the Premises only such
office equipment as is customary for general
office use and shall not overload the floors or
electrical circuits of the Premises or Building or
alter the plumbing or wiring of the Premises or
Building. Landlord must approve in advance the
location of and manner of installing any wiring or
electrical, heat generating or communication
equipment or exceptionally heavy articles. All
telecommunications equipment, conduit, cables and
wiring and any additional air conditioning
required because of heat generating equipment or
special lighting installed by Tenant shall be
installed and operated at Tenant's expense.
4.4 SIGNS. No signs, awnings, antennas, or other apparatus
shall be painted on or attached to the Building or
anything placed on any glass or woodwork of the
Premises or positioned so as to be visible from
outside the Premises without Landlord's written
approval as to design, size, location, and color.
All signs installed by Tenant shall comply with
Landlord's standards for signs and all applicable
codes and all signs and sign hardware shall be
removed upon termination of this lease with the
sign location restored to its former state unless
Landlord elects to retain all or any portion
thereof.
5.1 UTILITIES AND Landlord will furnish water, electricity and
SERVICES. elevator service, during the normal Building hours
of 6:00 a.m. to 9:00 p.m. Monday through Thursday,
6:00 am to 8:00 pm Friday, 7:00 am to 1:00 pm
Saturday, closed Sunday, except holidays, and will
furnish heat and air conditioning (if the Building
is air conditioned). Janitorial service will be
provided in accordance with the regular schedule
of the Building, which schedule and service may
change form time to time. Tenant shall comply with
all government laws or regulations regarding the
use or reduction of use of utilities on the
Premises. Interruption of services or utilities
shall not be deemed an eviction or disturbance of
Tenant's use and possession of the Premises,
render Landlord liable to Tenant for damages, or
relieve Tenant from performance of Tenant's
obligations under this lease. Landlord shall take
all reasonable steps to correct any interruptions
in service. Electrical service furnished will be
110 volts unless different service already exists
in the Premises. Tenant shall provide its own
surge protection for power furnished to computers.
5.2 EXTRA USAGE. If Tenant uses excessive amounts of utilities or
services of any kind because of operation outside
of normal Building hours, high demands from office
machinery and equipment, nonstandard lighting, or
any other cause, Landlord may impose a reasonable
charge for supplying such extra utilities or
services, which charge shall be payable monthly by
Tenant in conjunction with rent payments. In case
of dispute over any extra charge under this
paragraph, Landlord shall designate a qualified
independent engineer whose decision shall be
conclusive on both parties. Landlord and Tenant
shall each pay one-half of the cost of such
determination.
6.1 MAINTENANCE AND Landlord shall have no liability for failure to
REPAIR. perform required maintenance and repair unless
written notice of such maintenance or repair is
given by Tenant and Landlord fails to commence
efforts to remedy the problem in a reasonable time
and manner. Landlord shall have the right to erect
scaffolding and other apparatus necessary for the
purpose of making repairs, and Landlord shall have
no liability for interference with Tenant's use
because of repairs.
6.1 (CONTINUED) and installations. Tenant shall have no claim
against Landlord for any interruption or reduction
of services or interference with Tenant's
occupancy, and no such interruption or reduction
shall be construed as a constructive or other
eviction of Tenant. Repair of damage caused by
negligent or intentional acts or breach of this
lease by Tenant, its employees or invitees shall
be at Tenant's expense.
6.2 ALTERATIONS. Tenant shall not make any alterations, additions,
or improvements to the Premises, change the color
of the interior, or install any wall or floor
covering without Landlord's prior written consent.
Any such improvements, alterations, wiring, cables
or conduit installed by Tenant shall at once
become part of the Premises and belong to Landlord
except for removable machinery and unattached
movable trade fixtures. Landlord may at its option
require that Tenant remove any improvements,
alterations, wiring, cables or conduit installed by
Tenant and restore the Premises to the original
condition upon termination of this lease. Landlord
shall have the right to approve the contractor
used by Tenant for any work in the Premises, and
to post notices of non-responsibility in
connection with work being performed by Tenant in
the Premises.
6.3 AMERICANS From and after the commencement date of the Lease,
WITH Tenant covenants and agrees to conduct its
DISABILITIES operations, at Tenant's sole cost and expense, in
ACT. compliance with the ADA (as defined below).
a. In the event Tenant undertakes any
alterations or improvements to, for, or within
the Premises, including initial build-out work if
such work, pursuant to other terms of this lease,
is the responsibility of Tenant to perform, the
Tenant agrees to cause such alterations to be
performed, at Tenant's sole cost and expense, in
compliance with the ADA.
b. Paragraph 6.3.b. intentionally deleted.
c. Pursuant to paragraphs (a) and b) above,
Landlord and Tenant have allocated certain
liabilities and obligations under the federal law
commonly known as the Americans with Disabilities
Act, 42 U.S.C. 12101 ET SEQ., together with the
regulations and accessibility guidelines
thereunder, as supplemented and amended from time
to time (collectively, the "ADA").
7.1 INDEMNITY. Tenant shall not allow any liens to attach to the
Building or Tenant's interest in the Premises as a
result of its activities. Tenant shall indemnify
and defend Landlord and its managing agents from
any claim, liability, damage, or loss occurring on
the Premises, arising out of any activity by
Tenant, its agents, or invitees or resulting from
Tenant's failure to comply with any terms of this
Lease. Neither Landlord nor its managing agent
shall have any liability to Tenant because of loss
or damage to Tenant's property or for death or
bodily injury caused by the acts or omissions of
other tenants of the building, or by third parties
(including criminal acts).
7.2 INSURANCE. Tenant shall carry liability insurance with limits
of not less than ONE MILLION DOLLARS ($1,000,000)
combined single limit bodily injury and property
damage which insurance shall have an endorsement
naming Landlord and Landlord's managing agent, if
any, as an additional insured and covering the
liability insured under paragraph 7.1 of this
lease. Tenant shall furnish a certificate
evidencing such insurance which shall state that
the coverage shall not be canceled or materially
changed without 10 days advance notice to Landlord
and Landlord's managing agent, if any. A renewal
certificate shall be furnished at least 10 days
prior to expiration of any policy.
8.1 FIRE OR CASUALTY. "Major damage" means damage by fire or other
casualty to the Building or the Premises which
causes the Premises or any substantial portion of
the Building to be unusable, or which will cost
more than 25 percent of the pre-damage value of
the Building to repair, or which is not covered by
insurance. In case of major damage, Landlord may
elect to terminate this lease by notice in writing
to Tenant within 30 days after such date. If this
lease is not terminated following Major Damage, or
if damage occurs which is not Major Damage,
Landlord shall promptly restore the Premises to
the condition existing just prior to the damage.
Tenant shall properly restore all damage to tenant
improvements or alterations installed by Tenant or
pay the cost of such restoration to Landlord if
Landlord elects to do the restoration of such
improvements. Rent shall be reduced from the date
of damage until the date restoration work being
performed by Landlord is substantially complete,
with the reduction to be in proportion to the area
of the Premises not usable by Tenant.
8.2 WAIVER OF Tenant shall be responsible for insuring its
SUBROGATION. personal property and trade fixtures located on
the Premises and any alterations or tenant
improvements it has made to the Premises. Neither
Landlord, its managing agent nor Tenant shall be
liable to the other for any loss or damage caused
by water damage, sprinkler leakage, or any of the
risks that are or could be covered by a standard
all risk insurance policy with an extended
coverage endorsement, or for any business
interruption, and there shall be no subrogated
claim by one party's insurance carrier against the
other party arising out of any such loss.
9.1 EMINENT DOMAIN. If a condemning authority takes title by eminent
domain or by agreement in lieu thereof to the
entire Building or a portion sufficient to render
the Premises unsuitable for Tenant's use, then
either party may elect to terminate this Lease
effective on the date that possession is taken by
the condemning authority. Rent shall be reduced for
the remainder of the term in an amount
proportionate to the reduction in area of the
Premises caused by the taking. All condemnation
proceeds shall belong to Landlord, and Tenant
shall have no claim against Landlord or the
condemnation award because of the taking.
10.1 ASSIGNMENT AND This Lease shall bind and inure to the benefit
SUBLETTING. of the parties, their respective heirs,
successors, and assigns, provided that Tenant
shall not assign its interest under this Lease or
sublet all or any portion of the Premises without
first obtaining Landlord's consent in writing.
This provision shall apply to all transfers by
operation of law including but not limited to
mergers and changes in control of Tenant. No
assignment shall relieve Tenant of its obligation
to pay rent or perform other obligations required
by this Lease, and no consent to one assignment or
subletting shall be a consent to any further
assignment or subletting. Landlord shall not
unreasonably withhold its consent to any
assignment or subletting provided the proposed
Tenant is compatible with Landlord's normal
standards for the Building. If Tenant proposes a
subletting or assignment to which Landlord is
required to consent under this paragraph, Landlord
shall have the option of terminating this Lease and
dealing directly with the proposed subtenant or
assignee, or any third party. Tenant shall pay any
reasonable costs incurred by Landlord in
connection with a request for assignment or
subletting, including reasonable attorney's fees.
11.1 DEFAULT. Any of the following shall constitute a default by
Tenant under this Lease:
a. Tenant's failure to pay rent or any other
charge under this Lease within 10 days after it is
due, or failure to comply with any other term or
condition within 20 days following written notice
from Landlord specifying the noncompliance. If
such noncompliance cannot be cured within the
20-day period, this provision shall be satisfied
if Tenant commences correction within such period
and thereafter proceeds in good, faith and with
reasonable diligence to effect compliance as soon
as possible. Time is of the essence of this Lease.
b. Tenant's insolvency, business failure or
assignment for the benefit of its creditors.
Tenant's commencement of proceedings under any
provision of any bankruptcy or insolvency law or
failure to obtain dismissal of any petition filed
against it under such laws within the time required
to answer, or the appointment of a receiver for
Tenant's properties.
c. Assignment or subletting by Tenant in
violation of paragraph 10.1.
d. Vacation or abandonment of the Premises
without the written consent of Landlord or failure
to occupy the Premises within 20 days after notice
tendering possession.
11.2 REMEDIES FOR In case of default as described in paragraph 11.1
DEFAULT. Landlord shall have the right to the following
remedies which are intended to be cumulative and
in addition to any other remedies provided under
applicable law:
a. Landlord may at its option terminate the
Lease by notice to Tenant. With or without
termination, Landlord may retake possession of the
Premises and may use or relet the Premises without
accepting a surrender or waiving the right to
damages. Following such retaking of possession,
efforts by Landlord to relet the Premises shall be
sufficient if Landlord follows its usual
procedures for finding tenants for the space at
rates not less than the current rates for other
comparable space in the Building. If Landlord has
other vacant space in the Building, prospective
tenants may be placed in such other space without
prejudice to Landlord's claim to damages or loss
of rentals from Tenant.
11.2 (CONTINUED) b. Landlord may recover all damages caused by
Tenant's default which shall include an amount equal
to rentals lost because of the default, lease commissions
paid for this Lease, and the unamortized cost of any
tenant improvements installed by Landlord to meet Tenant's
special requirements. Landlord may ▇▇▇ periodically to
recover damages as they occur throughout the lease term,
and no action for accrued damages shall bar a later action
for damages subsequently accruing. Landlord may elect in
any one action to recover accrued damages plus damages
attributable to the remaining term of the Lease. Such
damages shall be measured by the difference between the
rent under this Lease and the reasonable rental value of
the Premises for the remainder of the term, discounted to
the time of judgment at the prevailing interest rate on
judgments.
c. Landlord may make any payment or perform any
obligation which Tenant has failed to perform, in which
case Landlord shall be entitled to recover from Tenant
upon demand all amounts so expended, plus interest from
the date of the expenditure at the rate of one-and-one-
half percent per month. Any such payment or performance by
Landlord shall not waive Tenant's default.
12.1 SURRENDER. On expiration or early termination of this Lease Tenant
shall deliver all keys to Landlord and surrender the
Premises vacuumed, swept, and free of debris and in the
same condition as at the commencement of the term subject
only to reasonable wear from ordinary use, tenant shall
remove all of its furnishings and trade fixtures that
remain its property and restore all damage resulting from
such removal. Failure to remove shall be an abandonment of
the property, and Landlord may dispose of it in any manner
without liability. If Tenant fails to vacate the Premises
when required, including failure to remove all of its
personal property, Landlord may elect either: (i) to treat
Tenant as a tenant from month to month, subject to the
provisions of this Lease except that rent shall be one-
and-one-half time the total rent being charged when the
Lease term expired: or (ii) to eject Tenant from the
Premises and recover damages caused by wrongful holdover.
13.1 REGULATIONS. Landlord shall have the right but shall not be
obligated, to make, revise and enforce regulations or
policies consistent with this Lease for the purpose of
promoting safety, health (including regulation or
prohibition of smoking), order, economy, cleanliness, and
good service to all tenants of the Building. All such
regulations and policies shall be complied with as if part
of this Lease.
14.1 ACCESS. During times other than normal Building hours Tenant's
officers and employees or those having business with
Tenant may be required to identify themselves or show
passes in order to gain access to the Building. Landlord
shall have no liability for permitting or refusing to
permit access by anyone. Landlord shall have the right to
enter upon the Premises at any time by passkey or
otherwise to determine Tenant's compliance with this
Lease, to perform necessary services, maintenance and
repairs or alterations to the Building or the Premises, or
to show the Premises to any prospective tenant or
purchasers. Except in case of emergency such entry shall
be at such times and in such manner as to minimize
interference with the reasonable business use of the
Premises by Tenant.
14.2 FURNITURE AND Tenant shall move furniture and bulky articles in and out
BULKY ARTICLES. of the Building or make independent use of the
elevators approved by Landlord following at least 24 hours
written notice to Landlord of the intended move. Landlord
will not unreasonably withhold its consent under this
paragraph.
15.1 SUBORDINATION. This Lease shall be subject to and subordinate to any
mortgages, deeds of trust, or land sale contracts
(hereafter collectively referred to as encumbrances) now
existing against the Building. At Landlord's option this
Lease shall be subject and subordinate to any future
encumbrance hereafter placed against the Building
(including the underlying land) or any modifications of
existing encumbrances, and Tenant shall execute such
documents as may reasonably be requested by Landlord or
the holder of the encumbrance to evidence this
subordination.
15.2 TRANSFER OF If the Building is sold or otherwise transferred by
BUILDING. Landlord or any successor, Tenant shall attorn to the
purchaser or transferee and recognize it as the Lessor
under this Lease, and, provided the purchaser or
transferee assumes all obligations hereunder, the
transferor shall have no further liability hereunder.
15.3 ESTOPPELS. Either party will within 10 days after notice from the
other execute, acknowledge and deliver to the other party
a certificate certifying whether or not this Lease has
been modified and is in full force and effect; whether
there are any modifications or alleged breaches by
the other party; the dates to which rent has been paid in
advance, and the amount of any security deposit or prepaid
rent; and any other facts that may reasonably be
requested. Failure to deliver the certificate within the
specified time shall be conclusive upon the party of whom
the certificate was requested that the Lease is in full
force and effect and has not been modified except as may
be represented by the party requesting the certificate. If
requested by the holder of any encumbrance, or any ground
Lessor, Tenant will agree to give such holder or Lessor
notice of and an opportunity to cure any default by
Landlord under this Lease.
16.1 LITIGATION: All disputes relating to this Lease shall be litigated
ATTORNEY FEES. only in the state and federal courts located in ▇▇▇▇▇
County, Washington, unless otherwise required by law. In
any litigation arising out of this Lease, the prevailing
party shall be entitled to recover attorney fees at trial
and on any appeal. If Landlord incurs attorneys' fees
because of a default by Tenant, Tenant shall pay all such
fees whether or not litigation is filed.
16.2 ATTORNEY REVIEW. This Lease has been prepared for submission to your
attorney for approval. No representation or recommendation
is made by the Landlord or by The Real Estate Brokers or
their agents or employees as to the legal sufficiency,
legal effect, or tax consequences of this Lease or the
transaction to which it relates. The Parties shall rely
solely upon the advice of their own counsel as to the
legal and tax consequences of this Lease.
17.1 QUIET ENJOYMENT. Landlord warrants that so long as Tenant complies with
all terms of this Lease it shall be entitled to peaceable
and undisturbed possession of the Premises free from any
eviction or disturbance by Landlord. Neither Landlord nor
its managing agent shall have any liability to Tenant
for loss or damages arising out of the acts, including
criminal acts, of other tenants of the Building or third
parties, nor any liability for any reason which exceeds
the value of its interest in the Building. No assets of
Landlord, other than the Building, shall be liable for any
judgment against Landlord. As used herein, "Landlord"
includes all employees and agents of Landlord and all
heirs, successors and assigns of Landlord.
18.1 ADDITIONAL RENT: Whenever for any January 1 to December 31 tax year the
TAX ADJUSTMENT real property taxes levied against the Building and its
underlying land exceed those levied for the 1996 tax year,
then the monthly rental for the next succeeding calendar
year shall be increased by one-twelfth of such tax
increase times Tenant's proportionate share. "Real
property taxes" as used herein means all taxes and
assessments of any public authority against the Building
and the land on which it is located, the cost of
contesting any tax and any form of fee or charge imposed
on Landlord as a direct consequence of owning or leasing
the Premises, including but not limited to rent taxes,
gross receipt taxes, leasing taxes, or any fee or charge
wholly or partially in lieu of or in substitution for ad
valorem real property taxes or assessments, whether now
existing or hereafter enacted. If any portion of the
Building is occupied by a tax-exempt tenant so that the
Building has a partial tax exemption under Washington
State Law, then real property taxes shall mean taxes
computed as if said partial exemption did not exist. If a
separate assessment or identifiable tax increase arises
because of improvements to the Premises, then Tenant shall
pay 100 percent of such increase.
18.2 TENANT'S "Tenant's proportionate share" as used herein means the
PROPORTIONATE area of the Premises, divided by the total area of office
SHARE. space in the Building, with said area determined using
one of the methods of building measurement defined by the
Building Owners and Managers Association (BOMA). Tenant's
proportionate share as of the Lease commencement date
shall be 8.98% percent.
18.3 ADDITIONAL RENT: On the TWENTY FIFTH MONTH of this Lease, the Landlord
COST-OF-LIVING shall adjust the base rental in the same percentage as
ADJUSTMENT. the increase, if any, in the Consumer Price Index
published by the United States Department of Labor, Bureau
of Labor Statistics. The change shall be computed by
comparing the schedule entitled "U.S. CITY AVERAGE, ALL
ITEMS, ALL URBAN CONSUMERS, 1982-84 = 100" for the
latest available month preceding the month in which the
Lease term commenced with the same figure for the same
month in the years for which the adjustment is computed,
but under no circumstances shall base rent exceed $19.57
per square foot. All comparisons shall be made using
index figures derived from the same base period and in no
event shall this provision operate to decrease the monthly
rental for the Premises below the initial stated monthly
rental, plus property tax adjustments and operating
expense adjustments as provided in this Lease. If the
index cited above is revised or discontinued during the
term of this Lease then the index that is designated by
the Portland Metropolitan Association of Building Owners
and Managers to replace it shall be used.
18.4 ADDITIONAL RENT: Tenant shall pay as additional rent its proportionate
OPERATING share, as defined in paragraph 18.2, of the amount by
EXPENSE which operating expenses for the Building exceed $4.50 per
ADJUSTMENT. square foot of gross leaseable area. This amount shall
be called the "Expense Stop". Effective January 1 of
each year Landlord shall estimate the amount by which
operating expenses are expected to increase, if any, over
those incurred in the base year. Monthly rental for that
year shall be increased by one-twelfth of Tenant's share
of the estimated increase. Following the end of each
calendar year, Landlord shall compute the actual
increase in operating expenses and ▇▇▇▇ Tenant for any
deficiency or credit Tenant with any excess collected. As
used herein "operating expenses" shall mean all costs of
operating and maintaining the Building as determined by
standard real estate accounting practice, including, but
not limited to: all water and sewer charges; the cost of
natural gas and electricity provided to the building;
janitorial and cleaning supplies and services;
administration costs and management fees; superintendent
fees; security services, if any; insurance premiums;
licenses; permits for the operation and maintenance of
the Building and all of its component elements and
mechanical systems; the annual amortized capital
improvement cost (amortized over such a period as
Landlord may select but not shorter than the period
allowed under the Internal Revenue Code and at a current
market interest rate) for any capital improvements to the
Building required by any governmental authority or those
which have a reasonable probability of improving the
operating efficiency of the Building.
19.1 TENANT AND Upon request of Landlord, Tenant and any
GUARANTOR guarantor of this Lease shall provide Landlord
FINANCIAL with current signed financial statements
STATEMENTS. (certified by a certified public accountant) and
tax returns complete with all schedules, including
K-1 statements for any partnership or
S-corporation in which Tenant or any guarantor has
an interest. All financial statements shall be
prepared in accordance with generally accepted
accounting principles, in form and substance
acceptable to Landlord, and certified to be
complete and accurate in all respects.
20.1 PARKING During the term of this Lease, Landlord shall
make available to Tenant 4 parking space(s) per
1,000 thousand square feet of rentable space.
Parking may be located on the real property where
the Premises are located or at another parking
facility in close proximity to the Building.
Landlord's obligation pursuant to this paragraph
shall be limited to making such spaces available
in whatever manner Landlord deems appropriate
(attended, unattended, marked stalls, or other
means), so long as the number of spaces referred
to in this paragraph is made available to Tenant.
Tenant shall not be required to pay as rental for
the spaces made available to, and used by, Tenant.
Landlord may establish parking rates, which may
be adjusted from time to time, and such sum shall
be in addition to the Base Rent and Additional
Rent payable under this Lease.
21.1 CONFERENCE ROOM. Tenant shall have FREE non-exclusive use of the
Building's conference room. Landlord reserves the
right to schedule Tenant usage in order to avoid
conflicts.
22.1 TIME LIMITATION ON Whenever there is provided in this Lease, a time
PERFORMANCE OF limitation for performance by Landlord of any
LANDLORD construction, repair, maintenance, or service, the
time provided shall be extended for as long as and
to the extent that delay in compliance with such
limitation is due to an act of God, strike,
governmental control or other causes, beyond the
reasonable control of Landlord.
23.1 COMPLETE This Lease and the attached Exhibits and Schedules
AGREEMENT. if any, constitute the entire agreement of the
parties and supersede all prior written and oral
agreements and representations. Neither Landlord
nor Tenant is relying on any representations other
than those expressly set forth herein.
23.2 SPACE LEASED Unless otherwise stated in this Lease, the
AS IS. Premises are leased as is in the condition now
existing with no alterations or other work to be
performed by Landlord.
23.3 CAPTIONS. The titles to the paragraphs of this Lease are
descriptive only and are not intended to change or
influence the meaning of any paragraph or to be
part of this Lease.
23.4 NON-WAIVER. Failure by Landlord to promptly enforce any
regulation, remedy or right of any kind under this
Lease shall not constitute a waiver of the same
and such right or remedy may be asserted at any
time after Landlord becomes entitled to the
benefit thereof notwithstanding delay in
enforcement.
23.5 EXHIBITS. The following exhibits are attached hereto and
incorporated as a part of this Lease:
a. Exhibit A: Premises-floor plan
b. Exhibit B: Building Rules and Regulations
24.1 ADDENDUM TO By this reference, any addendum to the Lease
LEASE: attached hereto shall be made a part hereof,
AMENDMENTS. provided same is mutually agreed upon by both
Landlord and Tenant, modified in writing, and
signed by Landlord and Tenant at time of the
modification.
25.1 NOTICES. All notices or tenders required or permitted
hereunder shall be made and given in writing to
the parties at the addresses set forth herein
below by either facsimile (with hard copy sent via
regular U.S. Mail postage prepaid), certified mail
return receipt requested or overnight courier such
as Federal Express. If notice be given by
facsimile or overnight courier it shall be deemed
received on the next business day following
mailing and if by certified mail, it shall be
deemed received on the third business day
following mailing. Notice to Tenant may always be
delivered to the Premises. Rent shall be payable
to Landlord at the same address and in the same
manner, but shall be considered paid only when
received. Either party may change its address for
notice purposes by giving written notice of such
change in accordance with the provisions of this
paragraph. Notice shall be addressed as follows:
LANDLORD:
Property Manager Treasurer of ALCO
Limited Partnership
▇▇. ▇▇▇ ▇▇▇▇▇▇ with copy to: ▇▇. ▇▇▇ ▇▇▇▇
c/o S&P Company c/o MT Hood
Beverage Company
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TENANT:
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
JENKON INTERNATIONAL, INC.
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
26.1 SUBSTITUTE In the event the Leased Premises under this Lease
PREMISES. contains less than 2,000 usable square feet, then
one time during the term of this Lease, the
Landlord may relocate the Tenant to substitute
premises situated within the Building in
accordance with the following:
a. The substitute premises shall be of equal
or better quality and shall be
substantially the same in size,
dimensions, configuration and decor as
the Premises described in this Lease and
any alterations or improvements necessary
to place the substitute premises in that
condition will be performed by the
Landlord at its cost.
b. The physical relocation to the Tenant from
the Premises to the substitute premises
shall be accomplished by the Landlord at
its cost.
c. The Landlord shall give Tenant at least
sixty (60) days notice of Landlord's
intention to relocate the Premises. The
Tenant shall have thirty (30) days from
the date of Landlord's notice to accept
or reject the substitute premises. If
Tenant refuses to accept the substitute
premises or fails to reply to Landlord's
notice within the time stated, this Lease
shall terminate upon Tenant vacating the
Premises or sixty (60) days from the date
of Landlord's notice to Tenant, whichever
occurs first.
d. If Tenant accepts the substitute premises
as offered by Landlord, then Landlord will
prepare the substitute premises for
Tenant's occupancy and the physical
relocation to the substitute premises shall
take place on a weekend. All reasonable
direct costs such as changing addresses on
stationery, business cards, directories
and advertising, moving expenses, and
telephone relocation expenses, but
excluding any lost revenues or other
consequential costs, shall be paid by
Landlord.
e. The parties shall immediately execute an
amendment to this Lease changing the
designation of the Premises with all other
terms and conditions of the Lease
remaining in full force and effect.
27.1 NO BROKERS. Tenant represents and warrants to Landlord
that it has not engaged any broker, finder or other
person who would be entitled to any commission or
fees in respect of the negotiation, execution or
deliver of this Lease and shall indemnify and hold
harmless Landlord against any loss, cost,
liability or expense incurred by Landlord as a
result of any claim asserted by any such broker,
finder or other person on the basis of any
arrangements or agreements made or alleged to have
been made by or on behalf of Tenant. The
provisions of this Section shall not apply to
brokers with whom Landlord has an express written
brokerage agreement.
*7.2 AGENCY DISCLOSURE. At the signing of this Agreement, the listing
agent, ▇▇▇▇▇▇▇▇ & Associates Commercial Brokerage
Company, represented the Landlord and the leasing
agent, ▇▇▇▇▇▇▇ & Wakefield of Oregon represented
the Tenant and both parties acknowledge and agree
to same. Upon execution of the Lease, Landlord
shall pay a commission to ▇▇▇▇▇▇▇▇ & Associates
and said commission shall be shared equally by
both agencies.
28.1 RIGHT OF FIRST Landlord shall provide Lessee with the first right
REFUSAL of refusal to lease adjacent space. This first
right of refusal is subordinate to subleases or
assignments and is not enforceable should tenant
in possession of the space exercise an Option to
Renew or a First Right of Refusal provided in
their respective leases. This first right of
refusal is also subordinate in time to other
Building Tenants' rights of first refusal as they
may pertain to the adjacent space.
29.1 TENANT Landlord agrees to provide the Building Standard
IMPROVEMENTS. Tenant Improvements in the Premises as described
below:
1. Paint: Paint interior Premises walls with
Colors to be selected from Landlord's Building
Standard colors.
2. Carpet: Install Building Standard carpet and
base throughout premises with carpet color to be
mutually agreed upon prior to installation.
3. Partition Wall: A partition wall currently
separates the Premises into two separate suite
areas of approximately 1,292 gross rentable square
feet and 4,766 gross rentable square feet.
Landlord shall remove said wall thereby creating
one large contiguous suite area of 6,058 gross
rentable area.
LANDLORD AND TENANT HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM
AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR
INFORMED AND VOLUNTARY CONSENT THERETO. THE LANDLORD AND TENANT HEREBY AGREE
THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE
COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND
TENANT WITH RESPECT TO THE PREMISES.
IN WITNESS WHEREOF, the duly authorized representatives of the parties
have executed this Lease as of the day and year first written above.
LANDLORD: ALCO Limited Partnership, a Oregon limited partnership The ▇▇▇▇▇ Company
its General Partner
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
----------------------
Title: Pres
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Telephone No. (▇▇▇) ▇▇▇-▇▇▇▇ Tax ID#: ▇▇-▇▇▇▇▇▇▇
Fax No. (▇▇▇) ▇▇▇-▇▇▇▇ -----------------
Address:
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇.
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▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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TENANT: JENKON INTERNATIONAL, INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By:
-------------------- -----------------------
Title: Chairman Title:
----------------- --------------------
Telephone No. (▇▇▇) ▇▇▇-▇▇▇▇
Fax No. ▇▇▇-▇▇▇-▇▇▇▇
Address:
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
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Suite 300
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▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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EXHIBIT A
[DIAGRAM]
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▇▇▇▇▇▇▇ ▇
BUILDING RULES AND REGULATIONS
1. COMMON AREAS The sidewalks, halls, passages, exits, entrances,
elevators, escalators and stairways of the
Building shall not be obstructed by Tenant or
used by Tenant for any purpose other than for
ingress to and egress from Tenant's Premises. The
halls, passages, exits, entrances, elevators, and
stairways are not intended for use by the general
public and Landlord shall in all cases retain the
right to control and prevent access thereto of
all persons whose presence in the judgement of
Landlord would be prejudicial to the safety,
character, reputation or interest of the
Building, Landlord or tenants, provided that
nothing herein contained shall be construed to
prevent access by persons with whom any tenant
normally deals in the ordinary course of its
business, unless such persons are engaged in
illegal activities.
2. USE AND OCCUPANCY For the safety, efficiency, and protection of the
OF PREMISES tenants and the Building, Tenant shall not, nor
permit any employee, agent or invitee of Tenant to
use its Premises for:
a. Storage or merchandise held for sale to
the general public, other than those reasonably
necessary for the operation of Tenant's business.
Landlord may, from time to time, inspect the
Premises to insure compliance with the foregoing.
b. Lodging or sleeping;
c. Cooking, except for private use by Tenant
or its employees with Underwriters approved
equipment for brewing coffee, tea, hot chocolate
or microwave cooking. Such use shall comply with
all governmental regulations;
d. Storage of any flammables, combustibles,
explosives, or environmentally hazardous materials
other than limited quantities reasonably necessary
for operation or maintenance of office equipment.
Such limited quantities shall be only stored in
containers approved by appropriate regulatory
agencies;
e. Keeping or storing foul or noxious gas or
substance;
f. The business of stenography, typewriting,
printing, or photocopying or any similar business
for the service or accommodation of occupants of
any other portion of the Building, unless
specifically authorized in the Lease;
g. Any use which would be reasonably
offensive to other tenants or Landlord or which
would tend to create a nuisance or damage the
reputation of the Premises or Building, including
but not limited to, using any portion of the
Premises as a second hand store or conduct therein
any auction, distress sale, fire sale, bankruptcy
sale, "going out of business sale" or "lost our
lease" sale.
3. PROHIBITED Tenant shall not, nor permit any employee, agent
ACTIVITIES or invitee of Tenant to:
a. Interfere in any way with other tenants or
those having business in the Building;
b. Bring into the Building or keep within its
Premises any bicycles, vehicles, fish, birds or
animals of any kind other than seeing eye dogs and
like animals;
c. Use in its Premises ice, drinking water,
beverages, or catering service except at such
reasonable hours and under such reasonable
regulations as may be fixed by Landlord;
d. Use any method of heating or air
conditioning other than that provided by Landlord;
e. Attach or install awnings, curtains,
draperies, blinds, shades, or screens on or
adjacent to any window or glass situated within
its Premises without prior written consent of
Landlord. Landlord may withhold its consent;
f. Use in the Building or its Premises any
hand trucks except those equipped with rubber
tires and side guards or such other material
handling equipment without Landlord's prior
written consent;
(3. CONTINUED) g. Operate any television, radio, recorder or
sound system in such a manner which, in the
judgement of the Landlord, might cause a nuisance
to any; other tenant of the Building;
h. Load any floor beyond the point considered
safe by a competent engineer or architect selected
by Landlord;
i. Engage in any activity which would make it
impossible to insure the Premises against
casualty, would increase the insurance rate, or
would prevent Landlord from taking advantage of
any ruling of the Insurance Rating bureau or its
successor allowing Landlord to obtain reduced
premium rates for long-term fire insurance
policies, unless Tenant pays the additional cost
of insurance.
j. Except as may be permitted by Landlord in
writing, place any radio, television, or other
antenna, on the roof or on or in any part of the
inside or outside of the Building other than
inside the Premises; or operate any device that
emits interference with radio, television, or
other communications from or in the Building or
elsewhere.
k. Enter or permit to be entered into or
upon the roof of the Building or any storage,
heating, ventilation, air conditioning, mechanical
or machinery housing areas.
4. TENANT REQUIREMENTS Tenant shall, and shall require its employees and
agents to:
a. Keep window coverings in its Premises
closed when the effect of sunlight or cold weather
would impose unnecessary loads on the Building's
heating or air conditioning system;
b. Keep the doors to the Building corridors
closed at all times except for ingress and
egress and ensure that the doors of its Premises
are closed and locked and that all water faucets,
water apparatus and utilities are shut off before
leaving the Premises;
c. Store all its trash and refuse within its
Premises. No material shall be placed in trash
boxes or receptacles if such material is of such
nature that it may not be safely disposed of in
the customary manner of removing and disposing of
office building trash and refuse in the City of
Vancouver without being in violation of any law or
ordinance governing such disposal. All trash and
refuse disposal shall be made only through
entrances and elevators provided for such purposes
and at such times as Landlord shall designate.
5. JANITORIAL SERVICE Tenant shall not employ, authorize, or permit any
person, persons or firm, other than the janitor of
Landlord for purpose of cleaning its Premises.
Landlord shall not be responsible to any tenant
for any loss of property on the Premises, however
occurring, or for any damage done to the effects
of any tenant by the janitor or any other
employee or any other person. Janitor service will
not be furnished on nights when rooms are occupied
after 6:00 p.m. unless, by prior agreement in
writing, service is extended to a later hour for
specifically designated rooms.
6. KEYS, LOCKS Landlord will furnish each tenant two keys to each
entry door lock to its Premises. Landlord may make
a reasonable charge for any additional keys.
Tenant shall not have any such keys duplicated.
Tenant shall not alter any lock, install a new or
additional lock or any bolt on any door of its
Premises. Upon the termination of the Lease,
Tenant shall deliver to Landlord all keys to doors
in the Premises.
7. MOVEMENT OF All persons employed, and means or methods used to
EQUIPMENT move equipment, materials, supplies, furniture or
other property in or out of the Building, must be
approved by Landlord prior to any such movement.
Landlord shall have the right to prescribe the
time of movement of such items in and out of the
Building and the maximum weight, size and
positions (to the extent of structural load
considerations only) of all equipment, materials,
furniture or other property brought into the
Building, heavy objects shall, if considered
necessary by Landlord, stand on a platform of
such thickness as is necessary to properly
distribute the weight. Landlord will not be
responsible for loss of or damage to any such
property from any cause, and all damage done to
the Building by moving or maintaining such
property shall be repaired at the expense of the
Tenant.
8. USE OF SERVICE The Landlord shall designate appropriate entrances
ELEVATORS and a "service" elevator for deliveries or other
movement to or from the Premises of equipment,
materials, supplies, furniture or other property,
and tenant shall not use any other entrances or
elevators for such purposes. The service elevator
shall be available for use by all tenants in the
Building, subject to such reasonable scheduling as
Landlord in its discretion shall deem appropriate.
9. ACCESS TO BUILDING Landlord reserves the right to exclude from the
AFTER HOURS Building between the hours of 8:00 p.m. and 6:00
a.m. and at all hours on Saturdays, Sundays and
legal holidays all persons who do not present
identification acceptable to Landlord. Tenant
shall provide Landlord with a list of all persons
authorized by Tenant to enter its Premises and
shall be liable to Landlord for all acts of such
persons. Landlord shall in no case be liable for
damages for any error with regard to
(9. CONTINUED) the admission to or exclusion from the Building
of any persons. In the case of invasion, mob,
riot, public excitement or other circumstances
rendering such action advisable in Landlord's
opinion, Landlord reserves the right to prevent
access to the Building during the continuance
of the same by such action as Landlord may deem
appropriate.
10. BUILDING DIRECTORY A building directory will be provided for the
display of the name and location of tenants and
a reasonable number of the principal officers
and employees of tenants. Landlord reserves the
right to restrict the amount of directory space
utilized by any tenant.
11. RESTROOMS Tenant shall use the toilet rooms, toilets,
urinals, washbowls, and other apparatus
available to tenants solely for the purposes
for which they were constructed, and Tenant
shall not place therein any foreign substances
of any kind. The expense of any breakage,
stoppage or damage resulting from the violation
of this rule shall be borne by the Tenant who,
or whose employees or invitees, shall have
caused same. No appliances or other electrical
devices shall be used in restrooms.
12. CANVASSING IN Canvassing, soliciting, distribution of
THE BUILDING handbills or any other written material and
peddling in the Building are prohibited, and
Tenant shall cooperate to prevent the same.
13. TENANTS' REQUESTS Special requests of tenants will be considered
only upon written application to Landlord.
Landlord reserves the right to deny any such
special requests. Employees of Landlord shall
not perform any work or do anything outside of
their regular duties unless under special
instructions form Landlord.
14. CHANGES Landlord reserves the right to make reasonable
additions to, modifications of, or other
changes to these Rules and Regulations. Such
changes shall become effective when written
notice is provided to tenants of the Building.
15. TENANT CONTRACTOR All contractors and technicians rendering any
service to Tenant shall be referred to Landlord
for approval prior to performing any such
service and shall be subject to any reasonable
contractor guidelines established by Landlord
from time to time. This applies to all work
performed in or about the Premises including,
but not limited to, installation of telephone
and telegraph equipment and electrical devices
and installations affecting floors, walls,
woodwork, windows, ceilings and any other
physical portion of the Premises or the
Building. The location of telephones, call
boxes and other office equipment affixed to the
Premises shall be subject to Landlord's prior
written approval.
16. INTERIOR SIGNAGE Except as otherwise herein provided, Tenant
shall have the right, at its sole cost and
expense, to erect and maintain within the
interior of the Premises all signs and
advertising matter customary or appropriate in
the conduct of Tenant's business; provided,
however, that Tenant shall upon written notice
by the Landlord immediately remove any sign,
advertisement, decoration, lettering or notice
which Tenant has placed or permitted to be
placed in, upon or about the Premises and which
Landlord reasonably deems objectionable or
offensive, and if Tenant fails or refuses so to
do within fifteen (15) days after written
notice from Landlord, the Landlord may enter
upon the Premises and remove the same at
Tenant's cost and expense. In this connection,
Tenant acknowledges that the Premises are a
part of an integrated commercial development,
and agrees that control of all signs by
Landlord is essential to the maintenance of
uniformity, propriety and the aesthetic values
in or pertaining to the Building.
17. LITTER Tenant and its employees, representatives and
invitees shall not throw cigar or cigarette
butts or other substances or litter of any kind
in or about the Building or Common Areas,
except in receptacles placed therein by
Landlord for such purposes.
18. GENERAL COMMENT With respect to the Common Area, Landlord shall
have the right from time to time to employ
personnel; establish, modify and enforce
reasonable rules and regulations; construct,
maintain and operate lighting facilities;
police the Common Area and facilities; from
time to time to change the area, level,
location and arrangement of parking areas and
other facilities herein above referred to
(including, without limitation, the conversion
of common Area into usable floor area to be
occupied by one or more tenants of the
Building); to restrict parking areas; to
enforce parking charges (by operation of meters
or otherwise), with appropriate provisions for
free parking ticket validating by Tenant; to
close all or any portion of the Common Area to
such extent as may, in the opinion of
Landlord's counsel,
(18. CONTINUED) be legally sufficient to prevent a dedication
thereof or the accrual of any interest therein
by any person or the public; to temporarily
close all or any portion of the parking areas
or facilities to discourage non-customer
parking; to use portions of the Common Area
while engaged in making additional improvements
or repairs or alterations to the Building; and
to do and perform such other acts in and to the
Common Area as, in the use of good business
judgment, Landlord shall determine to be
advisable with a view to the improvement of the
convenience and use thereof by tenants of the
Building, their employees, invitees and
customers. Tenant shall use the Common Area in
an orderly manner in accordance with
directional or other signs or guides. Roadways
shall not be used at a speed in excess of ten
(10) miles per hour and shall not be used for
parking or stopping, except for the immediate
loading or unloading of passengers. Walkways
shall be used only for pedestrian travel.
Tenant shall require its customers and invitees
to park all motor vehicles in an orderly manner
within the painted lines defining the
individual parking places.
ADDENDUM
to LEASE dated April 18, 1996
by and between
Jenkon International, Inc., Tenant
and
ALCO Limited Partnership, Landlord
RECITALS
The parties to this Addendum to Lease are JENKON INTERNATIONAL, INC.
(JENKON), Tenant and ALCO LIMITED PARTNERSHIP (ALCO), an Oregon limited
partnership, Landlord. The same terms and conditions of said lease shall
apply and the following amendments are hereby confirmed.
WHEREAS, both parties wish to change the rent commencement date of the
Lease and extend the expiration of the Lease term by thirty (30) days due to
delays experienced during tenant improvements in the month of June 1996.
NOW, THEREFORE, effective the date executed by Jenkon and ALCO, as shown
below, these parties, for the consideration hereinafter mentioned, covenant
and agree that the said Lease is amended as follows:
RENT COMMENCEMENT AND LEASE EXPIRATION DATE CHANGES:
Rent shall commence effective July 1, 1996 and the Lease shall expire on June
30, 1999. All other terms and conditions of the Lease shall remain in force
and effect.
TENANT LANDLORD
------ --------
AGREED AND ACCEPTED AGREED AND ACCEPTED
Jenkon International, Inc. ALCO Limited Partnership, an Oregon
limited partnership
By: /s/ ▇▇ ▇▇▇▇▇▇▇ By: The ▇▇▇▇▇ Company
----------------------- its General Partner
Title: President
-------------------- /s/ ▇▇▇ ▇. ▇▇▇▇▇
Date: 7-24-96 -------------------------
--------------------- ▇▇▇ ▇. ▇▇▇▇▇
Title: President
-------------------
Date: 7-28-96
-------------------