Exhibit 10.5
LEASE
McC PARTNERSHIP
TO
FINANCIAL PACIFIC COMPANY
TABLE OF CONTENTS
1. Demised Premises
2. Term
3. Rental
4. Holdover
5. Use
6. Services, Utilities and Taxes
7. Repairs and Maintenance
8. Tenant's Default
9. Landlord's Default
10. Right to Access
11. Duties of Tenant Upon Termination
12. Assignment
13. Subordination
14. Insurance
15. Destruction or Damage of Premises
16. Taking of Premises
17. Indemnification
18. Trade Fixtures
19. Remodeling or Alterations
20. Quiet Enjoyment by Tenant
21. Notices
22. Costs and Attorney's Fees
23. Successors and Assigns
24. Hazardous Substances
25. Signage
26. No Waiver
27. Time
28. Entire Agreement
LEASE
THIS LEASE, made the date below written by and between McC PARTNERSHIP,
hereinafter referred to as "Landlord," and FINANCIAL PACIFIC COMPANY,
hereinafter referred to as "Tenant."
WITNESSETH:
1. Demised Premises.
1.1 Description. Landlord hereby leases to Tenant, upon the terms
and conditions herein set forth, the following described real property:
Approximately 8,598 usable square feet of the:
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1st Floor - 5,108 square feet
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3rd Floor - 3,490 square feet
Together with all existing improvements located thereon, and as may be further
described or shown on Exhibit "A" attached hereto and incorporated herein by
this reference. (Hereinafter the "Demised Premises.")
1.2 Parking. Landlord shall provide Tenant adequate parking.
1.3 Public Areas. Landlord also grants to Tenant the rights of
24-hour a day ingress and egress to and from the Demised Premises to adjoining
public streets and the right to use in common with all other persons entitled to
use the same, all parking, public entrances, lobbies, hallways, stairways,
elevators and other public areas.
2. Term.
2.1 Term. The initial Lease term shall be ten (10) years,
commencing September 1, 1994 (hereinafter the "Commencement Date"). Rent for any
fractional calendar month shall be the prorated portion of the rent computed on
a daily basis.
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2.2 Option to Extend Term.
(a) If Tenant is not in default under the terms and
conditions of this Lease at the end of the Lease term to be extended, Tenant
shall have the option to extend the term of this Lease upon the same terms and
conditions as herein specified, except as to rent, for two (2) additional terms
of five (5) years each. Tenant must irrevocably exercise this option by
providing written notice to Landlord not later than sixty (60) days prior to the
expiration of the Lease term to be extended.
(b) The Rental Rate for each Extension Term shall be as
set forth in Exhibit "B."
3. Rental.
3.1 Rental. Subject to all terms and conditions of this Lease,
Tenant shall pay Landlord by the tenth (10) day of each month, beginning on
September 10, 1994, and continuing thereafter on or before the tenth (120) day
of each month of the term hereof, the base rental sum computed as follows:
Twelve Dollars ($12.00) per square foot per year of the Usable Area of the
Demised Premises.
3.2 Increase in Base Rent. That portion of the base rent which
equals the base rental, less the Operating Expenses, shall be annually adjusted
by the increase in the CPI, U.S. Department of Labor-Seattle area, however, any
increase shall not exceed four percent (4%) annually, on the anniversary of the
Commencement Date.
3.3 Increases in Operating Expenses as Additional Rent.
(a) Definitions
1. The "Base Year" is the first 12 months of
occupancy.
2. "Operating Expenses" mean all reasonable
operating costs, expenses, and other similar charges incurred by Landlord in
connection with the operation and maintenance of the Demised Premises as a first
class building in Tacoma, Washington. Operating expenses shall be determined in
accordance with generally accepted accounting and management practices which
shall be consistently applied. Operating expenses shall include the following,
to the extent reasonably incurred in the ordinary course of operations: (1) all
reasonable sums expended in connection with general maintenance and repairs to
the Demised Premises and
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supporting facilities, cleaning, window washing, sweeping and janitorial
services; (2) maintenance and repair of building signs; (3) maintenance and
repair of fire protection systems for the Demised Premises; (4) utility services
for the Demised Premises, including lighting, electricity, water and sewer and
the cost of maintaining and repairing such utility systems except to the extent
paid directly by the Tenant; (5) real property taxes and assessments levied
against the Demised Premises to the extent that they are payable during the term
of the Lease when such payments are amortized over the longest permissible
period; (6) all premiums paid by Landlord on policies of comprehensive general
liability, property damage and other policies of insurance required to be
maintained by maintenance and reasonable depreciation of tools and equipment (if
owned by Landlord) and/or rental paid for such tools and equipment (if rented)
to the extent that they are used in connection with the maintenance of the
Demised Premises; (7) costs and expenses (other than capital costs) associated
with maintaining security alarm systems for the Demised Premises; (8) wages,
salaries and related expenses and benefits of employees engaged in the
operation, maintenance and security of the Demised Premises to the extent that
they are devoting their time to the operation, maintenance and security of the
Demised Property; (9) property management fees in amount not to exceed three
percent (3%) of the amount which equals the base rental per square foot of this
Lease less he base year operating expenses; (10) amortization of the costs, if
any, including finance costs for capital expenditures made by Landlord to the
extent that they reduce operating expenses, and (11) any other expense which,
under generally accepted accounting principles, would be considered a normal
maintenance or operating expense, except as otherwise specifically provided
herein.
Operating expenses shall not include any expenses incurred for the following:
(1) repairs or other work occasioned by fire, windstorm or other insured
casualty or by the exercise of the right of eminent domain; (2) leasing
commissions, attorney's fees, costs and disbursements and other expenses
incurred in connection with negotiations for other occupants, or associated with
the enforcement of any leases or the defense of Landlord's title to or interest
in the Demise Premises; (3) costs (including permits, license and inspection
fees) incurred in renovating or otherwise improving or decorating, painting or
redecorating space for tenants or other occupants or vacant space other than
common areas (4) Landlord's costs of any services sold to tenants or other
occupants or for which Landlord is entitled to be reimbursed by such tenants or
other occupants as an additional charge or rental over and above the basic rent,
operating costs and escalations
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payable under the Lease with such tenant or other occupant; (5) costs incurred
by Landlord for alterations or additions which are considered capital
improvements and replacement under generally accepted accounting principles; (6)
depreciation or amortization of costs required to be capitalized in accordance
with generally accepted accounting principles; (7) cots of a capital nature,
including, but not limited to, capital improvements, capital repairs, capital
equipment, and capital tools, all as determined in accordance with generally
accepted accounting principles; (8) expenses in connection with services or
other benefits of a type which are not provided Tenant but which are provided to
another tenant of occupant; (9) costs incurred due to violation by Landlord or
any tenant of the terms and conditions of any lease; (10) overhead and profit
increment paid to subsidiaries or affiliates of Landlord for supplies or other
materials to the extent that the costs of such supplies or materials exceed the
costs that would have been paid had the supplies or materials been provided by
unaffiliated parties on a competitive basis; (11) interest on debtor
amortization payments on any mortgages or deeds of trust; (12) Landlord's
general corporate overhead and general administrative expenses, except for
reimbursement for out of pocket expenses for postage, photocopies, and telephone
costs in operating the Demised Premises; (13) any compensation paid to clerks,
attendants or other persons in commercial concessions operated by Landlord; (14)
rentals and other related expenses incurred in leasing air conditioning systems,
elevators or other equipment ordinarily considered to be of a capital nature,
except equipment which is used in providing janitorial services and which is not
affixed to the Demised Premises; (15) all items and services for which Tenant
reimburses Landlord or pays third persons or which Landlord provides selectively
to one or more tenants or occupants of the Demised Premises (other than tenant)
without reimbursement; (16) advertising and promotional expenditures; (17) any
other expense which, under generally accepted accounting principles, would not
be considered a normal maintenance of operating expense, except as otherwise
specifically provided herein.
3. "Allocated to the Demised Premises" means a pro rata
share of Operating Expenses for the entire Building in which the Demised
Premises is located based on the ratio that the area leased by Tenant bears to
the total area of the Building.
4. "Estimated Operating Expenses" means the Operating
Expenses which Landlord in its best judgment determines are Operating Expenses
which will be incurred by Landlord and allocated to the Demised Premises for the
next succeeding twelve month period.
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5. "Actual Operating Expenses" means the Operating
Expenses Landlord actually incurs and allocates to the Demised Premises for the
Base Year initially and for each immediately proceeding twelve-month period
thereafter.
(b) Base Year. Within ninety (90) calendar days after the
end of the Base Year, Landlord shall deliver to Tenant a written statement
setting forth the Actual Operating Expenses for the Demised Premises for the
Base Year.
(c) Estimated Operating Expenses. Prior to the
commencement of each year after the Base Year Landlord shall determine the
Estimated Operating Expenses (Estimated Costs) allocated to the Demised
Premises. Landlord shall notify Tenant of the Estimated Costs allocated to the
Demised Premises prior to the commencement date of such Year and shall further
notify Tenant of the amount if any that such Estimated Costs allocated to the
Demised Premises as defined above. In no event shall any increase in the
Estimated Costs allocated to the Demised Premises be an amount that is greater
than ten percent (10%) of the Actual Operating Expenses from the previous
twelve-month period. Commencing the tenth day of the first month of such Year
and continuing on the tenth day of each month thereafter during the year, Tenant
shall pay to Landlord as Additional Rent on-twelfth (1/12) of such excess annual
amount as stated in Landlord's notice to Tenant.
(d) Actual Operating Expenses. Within ninety (90) days of
the end of each year after the Base Year Landlord shall deliver to Tenant a
statement setting forth the actual operating expenses allocated to the Demised
Premises during such preceding Year. If such Actual Costs are greater than the
amount paid by Tenant then Tenant shall pay such excess to Landlord in a lump
sum as Additional Rent within thirty (30) days from receipt of such statement
provided that in no event shall the amount paid by Tenant for Operating Expenses
for said Year increase by an amount greater that ten percent (10%) of the
previous Year. If such Actual Costs are less than the amount paid by Tenant then
the amount of such overage shall be credited by Landlord to the next payment of
Rent due hereunder.
(e) Landlord shall keep accurate records showing in
detail all costs as herein defined incurred for the Demised Premises. These
records shall upon reasonable request and reasonable notice be made available
during regular business hours at the offices of Landlord for inspection by
Tenant.
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3.5 Refund of Rent. If this Lease terminates before the expiration
date of the Initial Term or any extension term for reasons other than Tenant's
default, monthly rent shall be prorated to the date of termination and Landlord
shall immediately repay to Tenant all monthly rent then prepaid and unearned.
Tenant's rights under this Paragraph 3.5 are in addition to and not a limitation
of any other rights Tenant may have under this Lease Agreement in equity or in
law.
4. Holdover. If Tenant remains in possession of the Demised Premises after
the expiration of the Lease term Tenant shall be deemed to be a month-to-month
tenant upon the same terms and conditions as contained herein. Any such tenancy
may be terminated as provided by Washington law. During such tenancy Tenant
agrees to pay Landlord the same rate at base rental applicable during the Lease
term immediately preceding any such holding over.
5. Use. Tenant agrees to use the Demised Premises for an office building
and related facilities only, and shall conduct no other business on or make any
other use of the Demised Premises without the written consent of Landlord, which
consent shall not be unreasonably withheld. Tenant shall not use or permit the
Demised Premises to be used for any illegal purpose and shall be responsible for
determining its compliance with all applicable laws, ordinances, regulations and
requirements.
6. Services, Utilities and Taxes.
6.1 Utilities. Throughout the term of the Lease, and throughout
any extension term, Landlord shall pay for and provide the following services to
Tenant at no additional cost to Tenant:
(a) Public utilities shall be caused to furnish the
Demised Premises with electricity, trash disposal, plumbing and sewage, and
water utilized in operating any and all facilities serving the Demised Premises;
(b) Hot and cold water, and an HVAC system designed and
installed to supply fresh air, heating and cooling;
(c) Initial electrical facilities to provide sufficient
power to meet Tenant's requirements for the Demised Premises, including without
limitation, sufficient electrical power facilities to provide 120 or 240 volt
services as required by Tenant for photocopiers, printers, word processing and
data processing, computers, coffee machines, refrigerators, microwave
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ovens, as well as personal computers, terminals, typewriters and other equipment
presently in common use;
(d) Fire alarm and security patrol to the Demised
Premises.
6.2 Services. At no additional cost to Tenant, Landlord shall
provide Janitorial services and supplies to the Demised Premises as further
described in Exhibit D, attached hereto and incorporated herein by this
reference.
6.3 Taxes. Landlord shall pay all real property taxes and
assessments which at any time during the term of this Lease shall be assessed
against the Demised Premises.
7. Repairs and Maintenance.
7.1 Tenant's Responsibilities. Tenant shall not be responsible for
maintenance and repairs to the heating and cooling systems, plumbing system,
electrical system and drainage system. Tenant shall keep the inside of the
Demised Premises and improvements thereon in the same order and condition as of
the date it takes possession thereat, damage by the elements and reasonable wear
and tear excepted. The Demised Premises shall not be maintained as, nor shall
become, a private or public nuisance. Nothing in this Paragraph shall be
construed to limit Landlord's responsibilities to pay Utilities, Services,
Taxes, Repairs and Maintenance under this Lease.
7.2 Landlord Responsibilities. Landlord, at its sole cost and
expense, is responsible for all repairs to and maintenance of the Demised
Premises, grounds and parking. Repairs and maintenance include, but are not
limited to:
(a) Maintenance at and repairs to the structural portions
of the Demised Premises, the foundation, the roof, structure, exterior walls,
and bearing walls;
(b) Maintenance of and repairs to, including cost of
filters as well as any other replacement parts of all or any portion of, the
mechanical and electrical, heating and cooling, security and fire, plumbing and
drainage systems, fixtures and all other building systems such as is necessary
to keep such system in good order, condition and repair;
(c) Maintenance of and repairs to lavatories, elevators;
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(d) Initial and replacement lamps, bulbs, starters and
ballasts;
(e) Exterior and common area maintenance and repairs
including, but not limited to, exterior painting, exterior cleaning including
window washing; gutter cleaning and repair; sidewalks; curb repair; parking lots
and parking stripage; signage; snow and ice removal; and landscape maintenance
and repair;
(f) Repairs, changes or alterations in or on the Demised
Premises as required by the codes or regulations of any governmental body
exercising jurisdiction over the Demised Premises.
All repairs to be made hereunder by Landlord shall be made with dispatch and in
such a manner and at such time as to cause the least possible inconvenience to
Tenant in the conduct of its business. In the event that the making of any such
repairs causes a substantial interference with the operation of the business of
Tenant in the Demised Premises, then there shall be a proportionate abatement of
rent hereunder to the extent that Tenant is necessarily required to discontinue
or reduce its business by reason of such repairs.
8. Tenant's Default and Landlord's Remedies.
8.1 Tenant's Default. The following shall be events of default by
Tenant:
(a) Failure to pay any payment of rent within fifteen
(15) days from the date the same becomes due and payable; or
(b) Failure to comply with any other provision hereof
within thirty (30) days following receipt of written notice of default given by
Landlord, which notice of default shall specify the matter in default; provided,
however, that if the nature of Tenant's obligation is such that more than thirty
(30) days are required for performance, then Tenant shall not be in default if
Tenant commences performance within such thirty (30) day period and thereafter
diligently prosecutes the same to completion; or
(c) Abandonment of the Demised Premises by Tenant; or
(d) Commencement of proceedings in a court of competent
jurisdiction for the liquidation, or involuntary dissolution of Tenant, or for
Tenant's adjudication as a bankrupt or insolvent, or for the appointment of a
receiver of the property of Tenant, and
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said proceedings are not dismissed, and any receiver, trustee or liquidator
appointed therein discharged, within ninety (90) days after the institution of
said proceedings.
8.2 Landlord's Remedies. Upon the occurrence of any event of
default as set forth in Paragraph 8.1, Landlord shall have the following
exclusive rights and remedies:
(a) The right to declare this Lease immediately
terminated by written notice to the Tenant given as herein provided under
Paragraph 24, Notices;
(b) The right to re-enter the Demised Premises and remove
all persons and or property from said Demised Premises;
(c) The right to move and store any such property
removed under Subparagraph 8.2(b) in a public or private place of storage at the
expense and risk of the Tenant with this right to sell such property after
thirty (30) days following placement into storage and written notice to Tenant
of intent to sell, with proceeds first applied toward Landlord's costs
reasonably incurred as a result of Tenant's default. Any remaining proceeds from
the sale of such property shall be returned to Tenant;
(d) The right to relet the Demised Premises or take such
other steps as Landlord may deem advisable to mitigate Landlord's damages
resulting from Tenant's default without terminating this Lease.
9. Landlord's Default and Tenant's Remedies.
9.1 Landlord's Default. Landlord shall not be in default unless
Landlord fails to perform obligations required by Landlord (including those set
forth in the Exhibits) within a reasonable time, but in no event later than
thirty (30) days after written notice by Tenant to Landlord specifying wherein
Landlord has failed to perform such obligations; provided, however, that if the
nature of Landlord's obligation is such that more than thirty (30) days are
required for performance, then Landlord shall not be in default in Landlord
commences performance within such thirty (30) day period and thereafter
diligently prosecutes the same to completion.
9.2 Tenant's Remedies. Should Landlord default in the performance
of any covenants and/or conditions on the Landlord's part herein contained, and
if such default is not cured within thirty (30) days after written notice by the
Tenant to Landlord thereof, except in case of an emergency in which case no
notice
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shall be necessary and no opportunity to cure shall apply, or if such default
cannot be cured within thirty (30) days, then if the Landlord does not commence
within such thirty (30) days to cure said default and cure the same with all
reasonable dispatch, Tenant shall have the right to cure said default for the
account of Landlord, and Landlord shall upon demand, reimburse Tenant for
Tenant's costs and expenses incurred in connection therewith, together with
interest thereon at the rate of eighteen percent (18%) per annum. Tenant may,
but shall not be required to, offset such costs, expenses and interest against
its monetary obligations under this Lease. Nothing contained in this Paragraph
9.2 shall be construed so as to abridge any rights otherwise available to Tenant
at law or in equity.
10. Right to Access.
10.1 Landlord's. Upon twenty-four (24) hour prior notice to Tenant,
except in the case of emergency, Tenant will allow Landlord or Landlords agent
free access at all reasonable times to the Demised Premises for the purpose of
inspection, or for making repairs, additions or alterations to the Demised
Premises or any property owned by or under the control of Landlord. Landlord
shall have the right, at any time within sixty (60) days prior to the expiration
of the Lease term or any extension or renewal thereof, but not before, to place
upon his Demised Premises any usual "To Let" or "For Lease" signs.
10.2 Tenant's. Tenant shall have access to the Demised Premises and
all parking 24-hours per day, 365 days per year.
11. Duties of Tenant Upon Termination. Upon termination of this Lease by
expiration of its term or otherwise, Tenant shall quietly and peaceably quit and
surrender possession of the Demised Premises to Landlord, in as good condition
as when received, reasonable wear and tear expected, together with all
alterations, additions and improvements to the Demised Premises required under
the provisions hereof to remain upon the said Demised Premises, and such
possession shall be so surrendered without the necessity of any notice or demand
therefore on the part of Landlord.
12. Assignment. Tenant shall not sublease, assign, mortgage, or pledge any
interest in the Demised Premises, without the prior written approval of
Landlord, which approval shall not be unreasonably withheld. Notwithstanding the
above, any transfer by Tenant by merger, consolidation or liquidation or change
in the ownership of Tenant and any assignment or sublease by Tenant to a wholly
owned subsidiary or affiliate corporation of Tenant shall
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not constitute an assignment or sublease for purposes of this Paragraph 12.
13. Subordination. This Lease is subordinated at all times to the lien of
any mortgages, deeds of trust, or other liens hereafter placed upon Landlord's
interest by Landlord in the Demised Premises and upon the land or Demised
Premises of which the Demised Premises are a part. Tenant covenants and agrees
to execute and deliver, upon request of Landlord, such further instruments
evidencing such subordination as may reasonably be required by any such
mortgagee or lender. This agreement to subordinate is expressly conditioned upon
Landlord first obtaining from any such mortgagee or lender a written agreement
and providing Tenant a copy of the same. that provides substantially the
following:
"As long as Tenant performs its obligations under this Lease, no
foreclosure of, deed given in lieu of foreclosure of, or sale under the
encumbrance, and no steps or procedures taken under the encumbrance,
shall affect Tenant's rights under this Lease. The provisions of this
Lease concerning the disposition of insurance proceeds on destruction
of the Demised Premises, and the provisions of this Lease concerning
the disposition of any condemnation award, shall prevail over any
conflicting provisions I the encumbrance."
Tenant shall attorn to any purchaser at any foreclosure sale, or to any grantee
or transferee designated in any deed given in lieu of foreclosure, provided that
such purchaser, grantee or transferee accepts a full delegation of Landlord's
duties hereunder.
14. Insurance.
14.1 Landlord's Insurance. Landlord, at Landlord's sole cost, shall
maintain on the building and improvements in which the Demised Premises is
located, a policy of insurance in the amount of its full replacement value
providing protection against all perils included within the classification of
fire, earthquake, extended coverage, vandalism, water, and/or sprinkler damage,
and malicious mischief. Landlord shall treat Tenant as if Tenant were an
additional insured, but Landlord shall have no obligation to insure personal
property of Tenant against loss. All proceeds of any such insurance shall be
payable to Landlord and shall be applied to the restoration of said building and
Demised Premises to Tenant's satisfaction and to the extent provided in
Paragraph 15 hereunder. Any proceeds of such insurance remaining after such
restoration shall belong to Landlord. Insurance shall be with a company or
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companies acceptable to Tenant. Landlord shall provide Tenant with a certificate
of insurance and provide Tenant with thirty (30) days notice prior to making any
significant changes in Landlord's insurance with respect to the Demised
Premises.
14.2 Tenant's Insurance. Tenant shall, at Tenant's expense,
maintain insurance on all of Tenant's personal property, Tenant installed
leasehold improvements and on alterations to the Demised Premises a policy of
standard fire insurance, with extended coverage in the amount of its replacement
value. All proceeds of any such insurance shall be applied to the restoration of
fixtures, improvements and alterations to the extent provided in Paragraph 15
hereunder. Any proceeds of such insurance remaining after such restoration shall
belong to Tenant.
14.3 Waiver of Subrogation. It shall be the responsibility of
Landlord, as specified in Paragraph 14.2, to carry such fire, extended coverage
and other insurance on the Demised Premises. The Tenant shall not be liable for
any loss or damage to the Demised Premises, or any Property of which they are a
part, resulting from fire or other perils insured under the standard form of
fire and extended coverage insurance policy in use in the state where the
Demised Premises are located, due to any cause whatsoever, whether or not such
insurance is in effect on the Demised Premises. It shall be the responsibility
of the Tenant, as specified in Paragraph 14.2, to carry such fire, extended
coverage and other insurance on its or any sub-Tenant's personal property
located in, upon or about the Demised Premises. The Landlord shall not be liable
for any loss or damage to the personal property of the Tenant or any sub-Tenant
located in, upon or about the Demised Premises covered under the standard form
of fire and extended coverage insurance policy in use in the state in which
Demised Premises are located, due to any cause whatsoever, whether or not such
insurance is in effect on such property. Landlord and Tenant shall each cause
its insurance carrier to waiver all rights of subrogation to the extent of
Landlord's or Tenant's undertaking as set forth herein.
15. Destruction or Damage of Premises. If the Demised Premises shall be
destroyed or damaged by the elements, fire or earthquake, to such an extent as
to render them untenantable in whole or in part, it shall be optional with
Landlord to rebuild or repair the same, and after the happening of any such
damage or destruction, the Tenant shall have the right to terminate this Lease
by written notice served upon the Landlord. Landlord shall notify Tenant of
Tenant's decision to rebuild or repair within thirty (30) days from the date of
the event causing such damage or destruction. If
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Landlord elects to rebuild or repair said Demised Premises, Tenant shall have
the right to continue said Lease and Landlord shall prosecute the work without
unnecessary delay. During such period, the rent for said Demised Premises shall
be abated in the same ratio that the portion of the Demised Premises rendered
for the time unfit for Tenant's use shall be to the whole of said Demises
Premises.
16. Taking of Demised Premises. In the event any part or all of the Demised
Premises are taken by condemnation or otherwise by any government, state or
local authority, or in the event Tenant's use of said Demised Premises for the
purpose leased is prohibited by reason of a change in zoning regulations or
otherwise, then this Lease shall be terminated and canceled as of the time of
taking possession by said authority or as of the time the use by Tenant of the
Demised Premises is prohibited. All sums which may be payable on account of any
condemnation shall belong to Landlord, and Tenant shall not be entitled to any
part thereof, provided that Tenant shall be entitled to retain any amount
awarded for its trade fixtures or relocation expenses, and the value of
improvements made to the Demised Premises at Tenant's expense.
17. Indemnification.
17.1 Tenant's Indemnification. Landlord, its agents, employees,
contractors and invitees, shall not be liable to Tenant or its agents,
employees, contractors or invitees or to any third party for any damage to
person or property caused by or arising from or in connection with any act,
omission or negligence or Tenant. Tenant agrees to indemnify, hold harmless and
defend Landlord, its agents, employees, contractors and invitees, from and
against any and all liability claims, causes of action, damages, costs and
expenses (including, without limitation, attorney's fees) arising from or in
connection with any act, omission or neglect of Tenant or its agents, employees,
contractors or invitees; any breach or default under this Lease by Tenant;
provided that the foregoing provisions shall not be construed to make Tenant
responsible for loss, damage, liability, claims, causes of action or expenses,
resulting from injuries to third parties caused by the negligence, or deliberate
and intentional acts of Landlord or its offices, contractors, licenses, agents,
employees, tenants other than Tenant hereunder or invitees.
17.2 Landlord's Indemnification. Tenant, its agents, trustees,
officers, employees, contractors and invites, shall not be liable to Landlord or
its agents, employees, contractors or invitees or to any third party for any
damage to person or Demised Property caused
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by or arising from or in connection with any act, omission or negligence of
Landlord. Landlord agrees to indemnify, hold harmless and defend Tenant, its
agents, trustees, officers, employees, contractors and invitees from and against
any and all liability claims, causes of action, damages, costs and expenses
(including, without limitation, attorney's fees) arising from or in connections
with any act, omission or neglect or Landlord or its agents, employees,
contractors or invitees; any breach or default under this Lease by Landlord.
17.3 Survival of Obligation. Landlord's and Tenant's obligations
under this Paragraph 17 shall survive any extension, expiration or termination
of this Lease.
18. Trade Fixtures. Tenant may install such trade fixtures and equipment as
it deems appropriate for its business, and at the termination of this Lease may
remove same, provided such removal may be accomplished without material injury
to any Demised Premises and further provided that Tenant shall repair all
damages resulting from any such removal, excepting normal wear and tear. All
fixtures not removed with in fourteen (14) days of the termination date of this
Lease shall, at Landlord's option become the property of Landlord.
19. Remodeling or Alterations. Tenant may make any alterations or
improvements in, or additions to, the Demised Premises as my be required for its
business, purposes without consent of Landlord, provided that such alterations,
improvements or additions are less than Ten Thousand Dollars (10,000.00) in
value and do not involve the structural portions of the Demised Premises (roof
structure, bearing walls, foundation). All other alterations, improvements and
additions require Landlord's prior written consent, which consent become the
property of the Landlord at the termination of this Lease, except such a may be
removed by Tenant without material damage to the Demised Premises, and in the
event of any such removals. Tenant shall at its expense repair all damage. All
remodeling and alterations shall be in accordance with all applicable fire,
safety, zoning and building codes and regulations, and Tenant shall at its
expense secure all necessary permits and inspections in connection therewith.
20. Quiet Enjoyment by Tenant. Upon performing all of its duties and
obligations hereunder in accordance with the terms and conditions of this Lease,
Tenant shall be entitled to quietly and peaceably have, hold, occupy, possess,
and enjoy the Demised
Lease - 14
Premises during the term hereof, without hindrance or ejection by persons
lawfully claiming under Landlord.
21. Notices. All notices hereunder shall be in writing and deemed given
when personally delivered to the Untied States Mail, postage fully prepaid, by
certified mail, return receipt requested, addressed to such other party as
follows:
Notices to Landlord: McC Partnership
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Notices to Tenants Financial Pacific Co.
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
22. Attorney's Fees. Should either party commence an action against the
other to enforce any obligation hereunder, the prevailing party shall be
entitled to recover actual costs and a reasonable attorney's fee from the other.
23. Successors and Assigns. Subject to the provisions of Paragraph 12
hereof pertaining to assignments and subletting, all terms, conditions,
convenants and agreements of this Leases shall extend to and be binding upon the
Landlord, Tenant and their respective successors and assigns, and upon any
person or persons coming into ownership or possession of any interest in said
Demised Premises by operation of law or otherwise, and shall be construed as
covenants running with the land.
24. Hazardous Substances.
24.1 Landlord's Obligations. Landlord shall indemnify, hold
harmless and defend Tenant, its trustees, offices, employees, agents,
contractors and invitees from and against any and all claims, liabilities,
losses, dames, cleanup costs, and expenses (including reasonable attorney's
fees) arising out of or in any way related to the keeping or release of,
existence of or claim of substances as defined by federal, state and local laws,
in, on or under the Demised Premises as of the date of initial occupancy by
Tenant under this Lease, or occurring at any time during the Lease term or any
extension or renewal thereof.
Lease - 15
24.2 Survival of Obligation. The provisions of this paragraph 24
shall survive the expiration or termination f this Lease with respect to any
events occurring prior to such expiration or termination.
25. Signage.
25.1. Approved Signage. Landlord agrees to provide a proposed sign
for the premises which will include the building identification and
identification of a maximum of two tenants. It will be at tenant's option to
participate on a pro rata basis, based on area of sign, of said construction
costs.
26. No Waiver. A failure by either party to promptly enforce any right or
remedy arising from a breach or event of default shall not be deemed a waiver of
such right or remedy or of any subsequent breach or event of default.
27. Time. Time is of the essence of this Lease.
28. Entire Agreement. This Lease and all exhibits addenda and attachments
hereto represent the entire agreement between the parties, supersedes all prior
discussions and agreements between the parties and may be modified or amended
only by a written instrument signed by both parties. To the full extent possible
each provision of this Lease shall be interpreted in such a fashion as to be
elective and valid under applicable law. If any provision of this Lease is
declared void or unenforceable such provision shall be deemed severed from this
Lease which shall otherwise remain in full force and effect.
Dated this 1st day of September, 1994.
LANDLORD: TENANT:
McC PARTNERSHIP FINANCIAL PACIFIC COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------ ----------------------------
Its: General Partner Its: President
Lease - 16
STATE OF WASHINGTON )
) ss.
County of ▇▇▇▇▇▇ )
I certify that I know or have satisfactory evidence that ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ is the person who appeared before me, and said person acknowledged that
he/she signed this instrument, on oath, stated that he/she was authorized to
execute the instrument and acknowledged it as the General Partner of McC
PARTNERSHIP to be the free and voluntary act of such party for the uses and
purposes mentioned in the instrument.
DATED: September 1, 1994.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
NOTARY PUBLIC in and for the State of
[SEAL] Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
My appointment expires: 09/30/97.
STATE OF WASHINGTON )
) ss.
County of ▇▇▇▇▇▇ )
I certify that I know or have satisfactory evidence that ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇ is the person who appeared before me, and said person acknowledged that
he/she signed this instrument, on oath, stated that he/she was authorized to
execute the instrument and acknowledged it as the President of FINANCIAL PACIFIC
COMPANY to be the free and voluntary act of such party for the uses and purposes
mentioned in the instrument.
DATED: September 1, 1994.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
NOTARY PUBLIC in and for the State of
[SEAL] Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
My appointment expires: 09/30/97.
Lease - 17
ADDENDUM
THIS ADDENDUM is made this 23rd day of December, 1996, by and between
McC Partnership ("Landlord") and FINANCIAL PACIFIC COMPANY ("Tenant") and;
WHEREAS, Landlord and Tenant entered into a Lease Agreement dated
September 1, 1994, for the premises located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, consisting of approximately 8598 square feet, and more
particularly described therein, and;
WHEREAS, Landlord and Tenant now desire to further modify the Lease as
follows;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, Landlord and Tenant covenant and agree as follows:
1. Premise. The square feet shall increase from 8598 square feet to 10,080
square feet.
2. Rent. The rental amount for the additional square feet shall be the
same as the original square feet. As set forth in the Lease Agreement, rent is
adjusted annually based on Tenant's share of operating expenses. Rent on the
additional 1482 square feet for September 1, 1996, through August 31, 1997, is
$12.54 per square foot, or $1,548.69 per month.
3. Effective Date. The effective date for rental payment on the additional
square feet shall be September 1, 1996.
4. Confirmation of Lease. Except as expressly modified herein, Landlord
and Tenant hereby acknowledge and confirm that all other terms and conditions of
said Lease shall be and remain in full force and effect during the Extended
Term.
IN WITNESS WHEREOF, the parties have executed this Agreement the day,
month and year first above written.
LANDLORD: TENANT:
McC PARTNERSHIP FINANCIAL PACIFIC COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------ --------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Partner President
Address: ▇.▇. ▇▇▇ ▇▇▇▇▇ Address: ▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
State of Washington )
) ss.
County of ▇▇▇▇▇▇ )
On this day personally appeared before me ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, known to be the
individual who executed the within and foregoing instrument, and acknowledged he
(she or they) signed the same as his (her or their) free and voluntary act and
deed for the uses and purposes therein mentioned. Given under my hand and seal
this 23rd day of December, 1996.
[SEAL] /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
NOTARY PUBLIC for the State of Washington,
residing at Tacoma
My commission expires: 9-30-97
State of Washington )
) ss.
County of ▇▇▇▇▇▇ )
On this day personally appeared before me ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, known to be the
individual who executed the within and foregoing instrument, and acknowledged he
(she or they) signed the same as his (her or their) free and voluntary act and
deed for the uses and purposes therein mentioned. Given under my hand and seal
this 23rd day of December, 1996.
[SEAL] /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------------
NOTARY PUBLIC for the State of Washington,
residing at Tacoma
My commission expires: 9-30-97
ADDENDUM
THIS ADDENDUM is made this 1st day of August, 1997, by and between McC
Partnership ("Landlord") and FINANCIAL PACIFIC COMPANY ("Tenant") and;
WHEREAS, Landlord and Tenant entered into a Lease Agreement dated September
1, 1994, and subsequent Lease Addendum dated December 23, 1996, for the premises
located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, consisting of
approximately 10,080 square feet, and more particularly described therein, and;
WHEREAS, Landlord and Tenant now desire to further modify the Lease as
follows;
NOW, THEREFORE, in consideration of the mutual agreements contained herein,
Landlord and Tenant covenant and agree as follows:
1. Premise. The square feet shall increase from 10,080 square feet to 13,125
square feet.
2. Rent. The rental amount for the additional square feet shall be the same as
the original square feet. As set forth in the Lease Agreement, rent is
adjusted annually based on Tenant's share of operating expenses.
3. Effective Date. The effective date for rental payment on the additional
square feet shall be August 1, 1997.
4. Confirmation of Lease. Except as expressly modified herein, Landlord and
Tenant hereby acknowledge and confirm that all other terms and conditions
of said Lease shall be and remain in full force and effect during the
Extended Term.
IN WITNESS WHEREOF, the parties have executed this Agreement the day,
month and year first above written.
LANDLORD: TENANT:
McC PARTNERSHIP FINANCIAL PACIFIC COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------ --------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Partner Executive Vice President
Address: ▇.▇. ▇▇▇ ▇▇▇▇▇ Address: ▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
State of Washington )
) ss.
County of ▇▇▇▇▇▇ )
On this day personally appeared before me ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, known to
be the individual who executed the within and foregoing instrument, and
acknowledged he (she or they) signed the same as his (her or their) free and
voluntary act and deed for the uses and purposes therein mentioned. Given under
my hand and seal this 1st day of August, 1997.
[SEAL] /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
NOTARY PUBLIC for the State of Washington,
residing at Tacoma
My commission expires: 9-30-01
State of Washington )
) ss.
County of ▇▇▇▇▇▇ )
On this day personally appeared before me ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, known to
be the individual who executed the within and foregoing instrument, and
acknowledged he (she or they) signed the same as his (her or their) free and
voluntary act and deed for the uses and purposes therein mentioned. Given under
my hand and seal this 1st day of August, 1997.
[SEAL] /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
NOTARY PUBLIC for the State of Washington,
residing at Tacoma
My commission expires: 9-30-01
ADDENDUM
THIS ADDENDUM is made this 6th day of May, 1998, by and between McC
Partnership ("Landlord") and FINANCIAL PACIFIC COMPANY ("Tenant") and;
WHEREAS, Landlord and Tenant entered into a Lease Agreement dated
September 1, 1994, and subsequent Lease Addenda dated December 23, 1996 and
August 1, 1997, for the premises located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, consisting of approximately 13,125 square feet, and more
particularly described therein, and;
WHEREAS, Landlord and Tenant now desire to further modify the Lease as
follows:
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, Landlord and Tenant covenant and agree as follows:
1. Premise. The square feet shall increase from 13,125 square
feet to 14,475 square feet.
2. Rent. The rental amount for the additional square feet (1,350)
shall be $15.50 per square foot for the period beginning May 1, 1998 through
September 30, 1998. Rent will increase 3% annually beginning October 1, 1998.
3. Effective Date. The effective date for rental payment on the
additional square feet shall be May 1, 1998.
4. Improvements. Lessor shall not be responsible for the cost of
any leasehold improvements.
5. Confirmation of Lease. Except as expressly modified herein,
Landlord and Tenant hereby acknowledge and confirm that all other terms and
conditions of said Lease shall be and remain in full force and effect during the
Extended Term.
IN WITNESS WHEREOF, the parties have executed this Agreement the day,
month and year first above written.
LANDLORD: TENANT:
McC PARTNERSHIP FINANCIAL PACIFIC COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------- --------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Partner Its:
------------------------------
Address: ▇.▇. ▇▇▇ ▇▇▇▇▇ Address: ▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Tacoma, WA 98411-0309
STATE OF WASHINGTON )
) ss.
County of ▇▇▇▇▇▇ )
On this day personally appeared before me ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ known to be the
individual who executed the within and foregoing instrument, and acknowledged he
(she or they) signed the same as his (her or their) free and voluntary act and
deed for the uses and purposes therein mentioned. Given under my hand and seal
this 6th day of May, 1998.
[SEAL] /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
NOTARY PUBLIC
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
My appointment expires: ▇-▇▇-▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ )
) ss.
County of ▇▇▇▇▇▇ )
On this day personally appeared before me ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ known to be the
individual who executed the within and foregoing instrument, and acknowledged he
(she or they) signed the same as his (her or their) free and voluntary act and
deed for the uses and purposes therein mentioned. Given under my hand and seal
this 6th day of May, 1998.
[SEAL] /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
NOTARY PUBLIC
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
My appointment expires: 9-30-01