LEASE AGREEMENT
1. PARTIES. This Lease, dated for reference purposes only April 15, 1998,
is made by and between WHITMAC COMPANY, A WASHINGTON GENERAL PARTNERSHIP
(herein called "Landlord"), and CUTTER & BUCK, INC., A WASHINGTON CORPORATION
(herein called "Tenant").
2. PREMISES. Landlord hereby leases to Tenant and Tenant leases from
Landlord for the term, at the rental, and upon all of the conditions set
forth herein, approximately 13,200 square feet of warehouse space commonly
known as the north bay (the "Premises") of the ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (the "Building"), located on the real
property situated in the City of Seattle, County of King, State of
Washington, and legally described as follows: ▇▇▇▇ ▇, ▇ ▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇ ADDITION TO ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇ OF
WASHINGTON; EXCEPT THE WEST 20 FEET THEREOF CONDEMNED IN KING COUNTY SUPERIOR
COURT CASE NO. 332470 FOR WIDENING OF FOURTH AVENUE SOUTH AS PROVIDED BY
ORDINANCE NO. 71249 AND 71453 OF THE CITY OF SEATTLE, AND THE EAST 60 FEET
THEREOF CONDEMNED BY THE O & W RAILROAD COMPANY THROUGH CONDEMNATION
PROCEEDINGS 5 NOVEMBER ▇▇▇▇ (▇▇▇ "▇▇▇▇"). As used herein, the term "the
Property" shall mean the Premises, the Building and the Land. A map showing
the Premises outlined in red is attached hereto as Exhibit "A" and is by this
reference made a part hereof.
3. TERM. The Term of this Lease shall be for sixty (60) months commencing
on July 1, 1998 and ending on June 30, 2003 unless sooner terminated pursuant
to any provisions hereof.
3.1 DELAY IN POSSESSION. Notwithstanding said commencement date, if for
any reason Landlord cannot deliver possession of the Premises to Tenant on
said date, Landlord shall not be subject to any liability therefor, nor shall
such failure affect the validity of this Lease or the obligations of Tenant
hereunder or extend the Term hereof, but in such case, Tenant shall not be
obligated to pay Rent or perform any other obligation of Tenant under the
terms of this Lease, except as may be otherwise provided in this Lease, until
possession of the Premises is tendered to Tenant; provided, however, that if
Landlord shall not have delivered possession of the Premises within sixty
(60) days from said commencement date, Tenant may, at Tenant's option, by
notice in writing to Landlord within ten (10) days thereafter, cancel this
Lease, in which event the parties shall be discharged from all obligations
hereunder; provided further, however, that if such written notice of Tenant
is not received by Landlord within said ten (10) day period, Tenant's right
to cancel this Lease hereunder shall terminate and be of no further force or
effect.
3.2 EARLY POSSESSION. In the event that Landlord shall permit Tenant
to occupy the Premises prior to the commencement date of the Term, such
occupancy shall be subject to all of the provisions of this Lease. Said early
possession shall not advance the termination date of this Lease.
4. RENT. Tenant shall, without notice or demand, pay to Landlord as Rent for
the Premises the following amounts as to the following periods during the
Term of this Lease.
Period Monthly Amount
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July 1, 1998 to June 30, 1999 $5,016.00 per month
July 1, 1999 to June 30, 2000 $5,148.00 per month
July 1, 2000 to June 30, 2001 $5,280.00 per month
July 1, 2001 to June 30, 2002 $5,412.00 per month
July 1, 2002 to June 30, 2003 $5,544.00 per month
Monthly installments are due, in advance, on the first day of each month
of the Term hereof. Tenant shall pay Landlord upon execution hereof the sum
of Five Thousand Sixteen and no/100ths Dollars ($5,016.00). Rent for any
period during the Term hereof which is for less than one (1) month shall be a
pro rata portion of the monthly installment. Rent shall be payable without
notice or demand and without any deduction, offset, or abatement, in lawful
money of the United States of America to Landlord at the address stated
herein or to such other persons or at such places as Landlord may designate
in writing.
5. SECURITY DEPOSIT. Tenant shall deposit with Landlord upon execution
hereof the sum of Five Thousand Five Hundred Forty-four and no/100ths Dollars
($5,544.00) as security for Tenant's faithful performance of Tenant's
obligations hereunder. If Tenant fails to pay Rent or other charges due
hereunder, or otherwise defaults with respect to any provision of this Lease,
Landlord may use, apply or retain all or any portion of said deposit for the
payment of any Rent or other charge in default or for the payment of any
other sum to which Landlord may become obligated by reason of Tenant's
default, or to compensate Landlord for any loss or damage which Landlord may
suffer thereby. If Landlord so uses or applies all or any portion of said
deposit, Tenant shall within ten (10) days after written demand therefor
deposit cash with Landlord in an amount sufficient to restore said deposit to
the full amount hereinabove stated, and Tenant's failure to do so shall be a
breach of this Lease and Landlord may at its option terminate this Lease.
Landlord shall not be required to keep said deposit separate from its general
accounts. If Tenant performs all of Tenant's obligations hereunder, said
deposit or so much thereof as has not theretofore been applied to Landlord,
shall be returned, without payment of interest or other increment for its
use, to Tenant (or, at Landlord's option, to the last assignee, if any, of
Tenant's interest hereunder) within thirty (30) days after the expiration of
the Term hereof, or after Tenant has vacated the Premises, whichever is later.
6. USE.
6.1 USE. The Premises shall be used and occupied only for warehousing,
embellishment and distribution of clothing and related office usage and for
no other purpose without the prior written consent of Landlord, which consent
may be withheld or conditioned as Landlord may deem appropriate within the
exercise of its sole, but reasonable, discretion.
6.2 COMPLIANCE WITH LAW. Tenant shall, at Tenant's expense, comply
promptly with all laws, rules, orders, ordinances, directions, regulations,
and requirements of federal, state, county and municipal authorities,
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including without limitation, those relating to persons with disabilities
(ADA) now in force or which may hereafter be in force, which shall impose any
duty upon Landlord or Tenant with respect to Tenant's use, occupation or
alteration of the Premises. Tenant shall not use or permit the use of the
Premises in any manner that will tend to create waste or a nuisance, or, if
there shall be more than one tenant of the Building containing the Premises,
which shall tend to unreasonably disturb such other tenants.
6.3 CONDITION OF PREMISES. Tenant hereby accepts the Premises in
their condition existing as of the date of the possession hereunder, subject
to the provisions of Section 21 of this Lease and subject to all applicable
zoning, municipal, county and state laws, ordinances and regulations
governing and regulating the use of the Premises, and accepts this Lease
subject thereto and to all matters disclosed thereby and by any exhibits
attached hereto. Tenant acknowledges that neither Landlord nor Landlord's
agent has made any representation or warranty as to the suitability of the
Premises for the conduct of Tenant's business.
6.4 INSURANCE CANCELLATION. Notwithstanding the provisions of Section
6.1 hereinabove, no use shall be made or permitted to be made of the Premises
nor acts done which will cause the cancellation of any insurance policy
covering said Premises or any building of which the Premises may be a part,
and if Tenant's use of the Premises causes an increase in said insurance
rates, Tenant shall pay any such increase.
7. MAINTENANCE, REPAIRS AND ALTERATIONS.
7.1 LANDLORD'S OBLIGATIONS. Subject to the provisions of Section 9,
and except for damage caused by anY negligent or intentional act or omission
of Tenant, Tenant's agents, employees, or invitees, Landlord, at Landlord's
expense, shall keep in good order, condition and repair the foundations and
exterior walls of the Building. Landlord shall not however, be obligated to
paint such exterior, nor shall Landlord be required to maintain the interior
surfaces of exterior walls, windows, doors or plate glass. Landlord shall
have no obligations to make repairs under this Section 7.1 until a reasonable
time after receipt of written notice of the need for such repairs and except
for damage caused by any negligent or intentional act or omission of Landlord
or Landlord's agents, employees, or invitees. Tenant expressly waives the
benefits of any statute now or hereafter in effect which would otherwise
afford Tenant the right to make repairs at Landlord's expense or to terminate
This Lease because of Landlord's failure to keep the Building in good order,
condition and repair.
7.2 TENANT'S OBLIGATIONS. Subject to the provisions of Section 7.1 and
Section 9, Tenant, at Tenant's expense, shall keep in good order, condition
and repair the Premises and every part thereof (regardless of whether the
damaged portion of the Premises or the means or repairing the same are
accessible to Tenant) including, without limiting the generality of the
foregoing, all plumbing, heating, air conditioning, ventilating, electrical
and lighting facilities and equipment, fixtures, cleaning catch basins, all
interior walls, ceilings, all windows, doors, plate glass, and skylights,
tenant identification signs and fences surrounding the Building or Premises
including by not limited to damage due to break-ins, theft or vandalism or
graffiti. The Premises include a fire sprinkler system. Tenant shall be
responsible for all repairs and maintenance including performing an annual
inspection of said system and providing Landlord with a copy of the
inspection report. Tenant shall be responsible for all costs of central
monitoring station, phone lines, etc. as acceptable to and as required by the
Seattle Fire Department. Tenant shall reimburse Landlord for all damage done
to the Premises, normal wear and tear excepted, occasioned by any act or
omission of Tenant or Tenant's officers, contractors, agents, invitees,
licensees, or employees, including, but not limited to, cracking or breaking
of glass.
In the event that any of the above referenced Tenant Obligations
are determined to serve the entire Building versus the demised Premises,
Tenant shall contact Landlord's agent and request maintenance and repair.
Landlord shall then undertake said repairs and invoice the tenants in the
Building in accordance with Section 20. In the event that the repair or
maintenance need arises within, and solely supporting the demised Premises,
then Tenant shall undertake the repairs and pay the costs directly.
7.3 SURRENDER. On the last day of the Term hereof, or on any sooner
termination, Tenant shall surrender the Premises to Landlord in good
condition, broom clean, ordinary wear and tear excepted. Tenant shall repair
any damage to the Premises occasioned by its use thereof, or by the removal
of Tenant's trade fixtures, signs, furnishings and equipment pursuant to
Section 7.5, which repair shall include the patching and filling of holes and
repair of structural damage.
7.4 LANDLORD'S RIGHTS. If Tenant fails to perform Tenant's obligations
under this Section 7, Landlord may, at its option (but shall not be required
to) enter upon the Premises, after ten (10) days prior written notice to
Tenant or with no prior written notice if an emergency, and put the same in
good order, condition and repair, and immediately upon written notice to
Tenant, including copies of invoices or other bona fide documentation for all
sums expended by Landlord, the cost thereof together with interest thereon at
the rate of twelve percent (12%) per annum, shall become due and payable as
Additional Rent to Landlord together with Tenant's next rental installment.
7.5 ALTERATIONS AND ADDITIONS.
(a) Tenant shall not, without Landlord's prior written consent which
shall not be unreasonably withheld, make any alterations, improvements or
additions in, on or about the Premises or the Building, except for
non-structural alterations to the Premises not exceeding Two Thousand Dollars
($2,000) in cost, and except for those changes as detailed in paragraph 21 of
the lease. As a condition to giving such consent, Landlord may require that
Tenant remove any such alterations, improvements, additions or utility
installations at the expiration of the Term, and to restore the Premises to
their prior condition.
(b) Before commencing any work relating to alterations, additions and
improvements affecting the Premises or the Building (none of which are
required or requested by Landlord, nor any obligation of Tenant under this
Lease), Tenant shall notify Landlord in writing of the expected date of
commencement thereof. Landlord shall then have the right at any time and from
time to time to post and maintain on the Premises or the Building such
notices as Landlord reasonably deems necessary to protect the Premises, the
Building, the Property and Landlord from mechanic's liens, materialmen's
liens, or any other liens. In any event, Tenant shall pay, when due, all
claims for labor or materials furnished to or for Tenant or for use in the
Premises or the
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Building. Tenant shall not permit any mechanic's or materialmen's liens to be
levied against the Premises, the Building or the Property for any labor or
material furnished to Tenant or claimed to have been furnished to Tenant or
to Tenant's agents or contractors in connection with work of any character
performed or claimed to have been performed on the Property by or at the
direction of Tenant.
(c) Unless Landlord requires their removal, as set forth in Section
7.5(a), all alterations, improvements, or additions which may be made on the
Premises shall become the property of Landlord and remain upon and be
surrendered with the Premises at the expiration of the Term. Notwithstanding
the provisions of this Section 7.5(c), Tenant's production machinery,
equipment and trade fixtures, other than that which is structurally affixed
to or penetrating the Premises so that it cannot be removed without
structural damage to the Premises, shall remain the property of Tenant and
may be removed by Tenant subject to the provisions of Section 7.5. Locations
of structural modifications or penetrations shall be restored to the initial
condition and structural integrity prior to Tenant's modification, with
penetrations through exterior exposures made weatherproof and watertight.
8. INSURANCE INDEMNITY.
8.1 INSURING PARTY. As used in this Section 8, the term "insuring
party" shall mean the party who has the obligation to obtain the insurance
required hereunder. The insuring party in this case shall be the Landlord.
Tenant shall reimburse the Landlord for the cost of the insurance, as
Additional Rent, upon fifteen (15) days advance written notice.
8.2 LIABILITY INSURANCE. Tenant shall obtain and keep in force during
the Term of this Lease a policy of commercial general liability insurance
insuring Landlord and Tenant against all liability arising out of the use,
occupancy or maintenance of the Premises and all areas appurtenant thereto.
Insurance for bodily injury liability and property damage liability shall be
in the amount of Two Million Dollars ($2,000,000) per occurrence. Tenant
shall provide a certificate of insurance naming Landlord and Landlord's
agent, ▇▇▇▇▇▇ ▇▇▇▇▇ Inc, as additional primary insured. The limits of said
insurance shall not, however, limit the liability of Tenant hereunder. In the
event that the Premises constitute a part of a larger property said insurance
shall have a Landlord's Protective Liability endorsement attached thereto. If
Tenant shall fail to procure and maintain said insurance, Landlord may, but
shall not be required to, procure and maintain the same, but at the expense
of Tenant.
8.3 PROPERTY INSURANCE. The insuring party shall obtain and keep in
force during the Term of this Lease a policy or policies of insurance
covering loss or damage to the Premises, in the amount of the full
replacement value thereof, or as required by any lender, providing protection
against all perils included within the classification of fire, extended
coverage, vandalism, malicious mischief, special extended perils (all risk) and
sprinkler leakage. Landlord may, at its sole option, obtain and keep in force
earthquake and flood insurance with the cost to be borne in accordance with
Section 8.1. Said policy may include a deductible, and the cost of said
deductible shall be borne in accordance with Sections 7.1 and 7.2. In
addition thereto, the insuring party shall maintain rent loss insurance in
favor of Landlord insuring Landlord against any loss of rental from damage or
destruction of the Premises for a period of at least twelve (12) months from
the date of such damage or destruction. Said insurance shall provide for
payment for loss thereunder to Landlord or to the holder of a first mortgage
or deed of trust on the Premises. If the insuring party shall fail to procure
and maintain said insurance, the other party may, but shall not be required
to, procure and maintain the same, but at the expense of Tenant.
8.4 INSURANCE POLICIES. Insurance required hereunder shall be in
companies rated AVII or better in "Best's Insurance Guide". The insuring
party shall deliver prior to possession, to the other party, copies of
policies of such insurance or certificates evidencing the existence and
amount of such insurance with loss payable clauses satisfactory to Landlord.
No such policy shall be cancelable or subject to reduction of coverage or
other modification except after ten (10) days prior written notice to
Landlord. If Tenant is the insuring party, Tenant shall, within ten (10) days
prior to the expiration of such policies, furnish Landlord with renewals
thereof, or Landlord may order such insurance and charge the cost thereof to
Tenant, which amount shall be payable by Tenant upon demand. Tenant shall not
do or permit to be done anything which shall invalidate the insurance
policies referred to in Section 8.3. Tenant shall forthwith, upon Landlord's
demand, reimburse Landlord for any additional premiums attributable to any
act or omission or operation of Tenant causing such increase in the cost of
insurance. If Landlord is the insuring party, and if the insurance policies
maintained hereunder cover other improvements in addition to the Premises,
Landlord shall deliver to Tenant a written statement setting forth the amount
of any such cost increase showing in reasonable detail the manner in which it
has been computed.
8.5 WAIVER OF SUBROGATION. Tenant and Landlord each waive any and all
rights of recovery against the other, or against the officers, employees,
agents and representatives of the other, for loss of or damage to such
waiving party or its property or the property of others under its control,
where such loss or damage is insured against under any insurance policy in
force at the time of such loss of damage, provided that this waiver of
subrogation shall not in any manner absolve Tenant of its obligations to make
repairs pursuant to Section 7.2 or its obligation to indemnify Landlord
pursuant to Section 8.6. Tenant and Landlord shall, upon obtaining the
policies of insurance required hereunder, give notice to the insurance
carriers that the foregoing mutual waiver of suborgation is contained in this
Lease.
8.6 HOLD HARMLESS. Tenant shall indemnify, defend and hold Landlord
harmless from any and all claims arising from Tenant's use of the Premises or
from the conduct of its business or from any activity, work or things which
may be permitted or suffered by Tenant in or about the Premises and shall
further indemnify, defend and hold Landlord harmless from and against any and
all claims arising from any breach or default in the performance of any
obligation on Tenant's part to be performed under the provisions of this
Lease or arising from any negligence of Tenant or any of its agents,
contractors, employees or invitees and from any and all costs, attorneys'
fees, expenses and liabilities incurred in the defense of any such claim or
action or proceeding brought thereon. Tenant hereby assumes all risk of
damage to property or injury to persons in or about the Premises from any
cause, and Tenant hereby waives all claims in respect thereof against
Landlord, excepting where said damage arises out of the negligence of
Landlord.
8.7 EXEMPTION OF LANDLORD FROM LIABILITY. Except to the extent of
Landlord's sole negligence or willful misconduct, Tenant hereby agrees that
Landlord shall not be liable for injury to Tenant's business or any loss
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of income therefrom or from damage to the goods, wares, merchandise or other
property of Tenant, or about the Premises, nor, unless through its
negligence, shall Landlord be liable for injury to the person of Tenant,
Tenant's employees, agents, contractors or invitees, whether such damage or
injury is caused by or results from fire, steam, electricity, gas, water or
rain or from the breakage, leakage, obstruction or other defects of pipes,
sprinklers, wires, appliances, plumbing, air conditioning or lighting
fixtures, or from any other cause, whether the said damage or injury results
from conditions arising upon the Premises or upon other portions of the
Property or the Building of which the Premises are a part, or from other
sources or places, and regardless of whether the cause of such of damage or
injury or the means of repairing the same is inaccessible to Landlord or
Tenant. Landlord shall not be liable for any damages arising from any act or
neglect of any other tenant, if any, of the Building in which the Premises
are located.
9. DAMAGE OR DESTRUCTION. Partial damage is defined as not greater than
forty percent (40%) of the total rentable square feet improved building area
within the Tenant space.
9.1 PARTIAL DAMAGE--INSURED. Subject to the provisions of Section 7.1,
if the Premises are damaged and such damage was caused by a casualty covered
under an insurance policy required to be maintained pursuant to Section 8.3,
Landlord shall, at Landlord's expense, repair such damage as soon as
reasonably possible and this Lease shall continue in full force and effect.
9.2 DAMAGE--UNINSURED. In the event the Premises may be damaged or
destroyed by a casualty which is not covered by fire and extended coverage
insurance carried by Landlord, the Landlord shall restore same, provided that
if the damage or destruction is to an extent greater than ten percent (10%)
of the then replacement cost of improvements on the Premises (exclusive of
Tenant's trade fixtures and equipment and exclusive of foundations) then
Landlord may elect not to restore and to terminate this Lease. Landlord must
give Tenant written notice of its election not to restore the Premises within
thirty (30) days from the date Landlord received notice of such damage and,
if not given, Landlord shall be deemed to have elected to restore and in such
event shall repair any damage as soon as reasonably possible. In the event
Landlord elects to give such notice of Landlord's intention to cancel and
terminate this Lease, Tenant shall have the right within fifteen (15) days
after receipt of such notice to give written notice to Landlord of Tenant's
intention to repair such damage at Tenant's expense, without reimbursement
from Landlord, in which event this Lease shall continue in full force and
effect and Tenant shall proceed to make such repairs as soon as reasonably
possible. If Tenant does not give such notice within such fifteen (15) day
period, this Lease shall be canceled and terminated as of the date of the
occurrence of such damage.
9.3. TOTAL DESTRUCTION. If at any time during the Term hereof the
Premises are totally destroyed to an extent greater than forty percent (40%)
of rentable square feet from any cause whether or not covered by the
insurance required to be maintained by the insuring party pursuant to Section
8.3 (including total destruction required by any authorized public
authority), this Lease shall automatically terminate as of the date of such
total destruction, unless Landlord elects to repair pursuant to Section 9.1.
In the event of termination, Rent shall be prorated and returned to Tenant
along with the Security Deposit.
9.4 DAMAGE NEAR END OF TERM. If the Premises are partially destroyed or
damaged during the last twelve (12) months of the Term of this Lease,
Landlord may, at Landlord's option cancel and terminate this Lease as of the
date of occurrence of such damage by giving written notice to Tenant of
Landlord's election to do so within thirty (30) days after Landlord receives
notice of occurrence of such damage. In the event of termination, Rent shall
be prorated and returned to Tenant along with the Security Deposit.
9.5 ABATEMENT OF RENT.
(a) If the Premises are partially destroyed or damaged and Landlord
or Tenant repairs or restores them pursuant to the provisions of this
Section 9, the Rent payable hereunder for the period during which such damage,
repair or restoration continues shall be abated in proportion to the degree to
which Tenant's reasonable use of the Premises is substantially impaired. Except
for abatement of Rent, if any, Tenant shall have no claim against Landlord for
any damage suffered by reason of any such damage, destruction, repair or
restoration, unless the damage is caused by Landlord's sole negligence or
willful misconduct.
(b) If Landlord shall be obligated to repair or restore the Premises
under the provisions of this Section 9 and shall not commence such repair or
restoration within ninety (90) days after such obligations shall accrue,
Tenant may, at Tenant's option, cancel and terminate this Lease by giving
Landlord written notice of Tenant's election to do so at any time prior to
the commencement of such repair or restoration. In such event this Lease
shall terminate as of the date of such notice. Any abatement in Rent shall be
computed as provided in Section 9.5(a).
10. REAL PROPERTY TAXES.
10.1 PAYMENT OF TAXES. Tenant shall pay all real property taxes, as
Additional Rent in accordance with Section 20 upon fifteen (15) days advance
written notice, applicable to the Premises during the Term of this Lease
including reasonable costs for attorneys or tax experts secured by Landlord
in seeking reduction of the taxes assessed on the Premises. If any such
taxes shall cover any period of the time prior to or after expiration of the
Term hereof, Tenant's share of such taxes shall be equitably prorated to
cover only the period of time within the tax fiscal year during which this
Lease shall be in effect.
10.2 DEFINITION OF "REAL PROPERTY TAXES". As used herein, the term "real
property tax" shall include any form of assessment, license fee, tax on rent,
levy, penalty, or tax (other than inheritance or estate taxes) imposed by any
authority having the direct or indirect power to tax, including city, county,
state or federal government, or any school, agricultural, lighting, drainage
or other improvement district thereof, as against any legal or equitable
interest of Landlord in the Premises or in the real property of which the
Premises are a part, as against Landlord's right to Rent or other income
therefrom, or as against Landlord's business of leasing the Premises, and
Tenant shall pay any and all charges and fees which may be imposed by the EPA
or other similar governmental regulations or authorities.
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10.3 PERSONAL PROPERTY TAXES.
(a) Tenant shall pay prior to delinquency all taxes assessed against and
levied upon leasehold improvements, fixtures, furnishings, equipment and all
other personal property of Tenant contained in the Premises or elsewhere.
Tenant shall cause said leasehold improvements, trade fixtures, furnishings,
equipment and all other personal property to be assessed and billed
separately from the real property of Landlord.
(b) If any of Tenant's personal property shall be assessed with
Landlord's real property, Tenant shall pay Landlord the taxes attributable to
Tenant within ten (10) days after receipt of a written statement setting
forth the taxes applicable to Tenant property.
11. EXTERIOR PARKING AREAS. During the Term of this Lease, Tenant shall
manage and maintain the exterior parking lot areas and sidewalks so that they
are clean and free from accumulation of debris, filth, rubbish, garbage,
snow, ice, surface breaks or depressions or other pedestrian falling hazards.
12. UTILITIES. Tenant shall pay for all water, gas, heat, fuel, light,
power, and other utilities and services supplied to the Premises, together
with any taxes thereon in accordance with Section 20. Telephone and garbage
services shall be the sole responsibility of Tenant to administer and pay for
during the Term of this Lease.
13. ASSIGNMENT AND SUBLETTING.
13.1 LANDLORD'S CONSENT REQUIRED. Tenant shall not voluntarily or by
operation of law assign, transfer, mortgage, sublet, or otherwise transfer or
encumber all or any part of Tenant's interest in this Lease or in the
Premises without Landlord's prior written consent, which Landlord shall not
unreasonably withhold. Any attempted assignment, transfer, mortgage,
encumbrance, or subletting without written consent shall be void and shall
constitute a breach of this Lease. Any transfer of Tenant's interest in this
Lease or in the Premises from tenant by merger, consolidation, or
liquidation, or by any subsequent change in the ownership of thirty percent
(30%) or more of the capital stock of Tenant or thirty percent (30%) or more
partnership interest of Tenant shall be deemed a prohibited assignment within
the meaning of this Section 13. No option to extend, if any, may be assigned
by Tenant and no subtenant shall have any right to exercise any such option.
13.2 NO RELEASE OF TENANT. Regardless of Landlord's consent, no
subletting or assignment shall release Tenant of Tenant's obligation to pay
Rent and to perform all other obligations to be performed by Tenant hereunder
for the Term of this Lease. The acceptance of Rent by Landlord from any other
person or entity shall not be deemed to be a waiver by Landlord of any
provision hereof. Consent to one assignment or subletting shall not be deemed
consent to any subsequent assignment or subletting, proposed or actual.
13.3 ASSIGNMENT FEE. In the event that Landlord shall consent to a
sublease or assignment under Section 13.1, Tenant shall pay to Landlord
reasonable fees, not to exceed Five Hundred Dollars ($500), incurred in
connection with giving such consent.
All rent received by Tenant from its subtenants in excess of the
Rent payable by Tenant to Landlord under this Lease shall be paid to Landlord.
Any sums to be paid by an assignee to Tenant in consideration of the
assignment of this Lease shall be paid to Landlord.
13.4 ASSIGNMENT BY LANDLORD. Landlord shall be permitted freely to
assign all of its rights and obligations hereunder, and upon such assignment
of its obligations, Landlord shall no longer be liable under this Lease.
Tenant hereby agrees to attorn to any assignee of Landlord's interest
hereunder, whether such assignment is voluntary or by operation of law.
13.5 REASONABLE CONSENT. In aid to Landlord's determination whether
to consent to any assignment, transfer or subletting, but without limiting
reasons for which such consent may be withheld, Tenant, at Landlord's
request, shall submit in writing to Landlord: (1) the name and legal
composition of the proposed subtenant, assignee or transferees, and the nature
of the transaction contemplated and purposes of it; (2) the nature of the
proposed subtenant's business to be carried on in the Premises; (3) the
terms and provisions of the proposed sublease, assignment or transfer; and
(4) current financial statements of the subtenant or assignee and such other
reasonable financial information as Landlord may request concerning the
proposed transaction and the proposed subtenant, assignee or transferee
without limiting the authority of the Landlord to withhold reasonably its
consent. Landlord may require any assignee or subtenant to assume all of the
obligations of Tenant with respect to this Lease, but such assumption shall
not release Tenant from its obligations under this Lease.
14. DEFAULTS; REMEDIES.
14.1 DEFAULTS. The occurrence of any one or more of the following events
shall constitute a default and breach of this Lease by Tenant:
(a) The vacation or abandonment of the Premises by Tenant for a period
of thirty (30) consecutive days or more.
(b) The failure by Tenant to make any payment of Rent or any other
payment required to be made by Tenant hereunder, as and when due, where such
failure shall continue for a period of ten (10) days.
(c) The failure by Tenant to observe or perform any of the covenants,
conditions, or provisions of this Lease to be observed or performed by
Tenant, other than described in Section 14.1(b) above, where such failure
shall continue for a period of thirty (30) days after written notice thereof
from Landlord to Tenant; provided, however, that if the nature of Tenant's
default is such that more than thirty (30) days are reasonably required for
its cure, then Tenant shall not be deemed to be in default if Tenant
commenced such cure within said thirty (30) day period and thereafter
diligently prosecutes such cure to completion.
5
(d) (1) The making by Tenant of any general assignment, or general
assignment for the benefit of creditors; (2) the filing by or against Tenant
of a petition to have Tenant adjudged a bankrupt or petition for
reorganization or arrangement under any law relating to bankruptcy (unless,
in the case of a petition filed against Tenant, the same is dismissed within
sixty (60) days); (3) the appointment of a trustee or receiver to take
possession of substantially all of Tenant's assets located at the Premises or
of Tenant's interest in this Lease, where possession is not restored to
Tenant within thirty (30) days; or (4) the attachment, execution or other
judicial seizure of substantially all of Tenant's assets located at the
Premises of Tenant's interest in this Lease, where such seizure is not
discharged within thirty (30) days.
14.2 REMEDIES IN DEFAULT. In the event of any such default or breach by
Tenant, Landlord may at any time thereafter, with or without notice or demand
and without limiting Landlord in the exercise of any right or remedy which
Landlord may have by reason of such default or breach:
(a) Terminate Tenant's right to possession of the Premises by any
lawful means, in which case this Lease shall terminate and Tenant shall
immediately surrender possession of the Premises to Landlord. In such event
Landlord shall be entitled to recover from Tenant all damages incurred by
Landlord by reason of Tenant's default, including but not limited to: (i) the
cost of recovering possession of the Premises; (ii) expenses of reletting,
including necessary renovation and alteration of the Premises; (iii)
reasonable attorneys' fees, and any real estate commission actually paid
applicable to the unexpired Term of this Lease; (iv) the worth at the time of
the award determined by the court having jurisdiction thereof of the unpaid
Rent that had been earned at the time of termination of this Lease; and (v)
any other reasonable amount, and court costs necessary to compensate Landlord
for all detriment proximately caused by Tenant's default. In the event Tenant
shall have abandoned the Premises, Landlord shall have the option of (1)
retaking possession of the Premises subject to applicable laws and
regulations, taking possession of all personal property remaining in the
Premises and recovering from Tenant the amount specified in this Section
14.2(a) and Section 14.2(d); or (2) proceeding under Section 14.2(b). As used
in this Section, the term "the worth at the time of the award" is to be
computed by discounting the total Rent payable by the amount of the discount
rate of the Federal Reserve Bank of San Francisco at the time of the award,
plus one percent (1%).
(b) Maintain Tenant's right to possession, in which case this Lease
shall continue in effect whether or not Tenant shall have abandoned the
Premises. In such event, Landlord shall be entitled to all of Landlord's
rights and remedies under this Lease including the right to recover the Rent
as it becomes due hereunder.
(c) Pursue any other remedy now or hereafter available to Landlord
under the laws or judicial decisions of the state in which the Premises are
located.
(d) Any Rent or other charge that is not paid when due shall bear
interest from the date due until paid at the rate of twelve (12%) per annum;
provided, however, that in no event shall such rate to be charged Tenant
exceed the rate otherwise permitted by law.
14.3 DEFAULT BY LANDLORD. Landlord shall not be in default unless
Landlord fails to perform obligations required of Landlord within a
reasonable time, but in no event later than thirty (30) days after written
notice by Tenant to Landlord and to the holder of any first mortgage or deed
of trust covering the Premises, where name and address shall have theretofore
been furnished to Tenant in writing, specifying wherein Landlord has failed
to perform such obligation; provided, however, that 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 if Landlord commences
performance within such thirty (30) day period and thereafter diligently
prosecutes the same to completion.
14.4 LATE CHARGES. Tenant hereby acknowledges that late payment by
Tenant to Landlord of Rent and other sums due hereunder will cause Landlord
to incur costs not contemplated by this Lease, the exact amount of which will
be extremely difficult to ascertain. Such costs include, but are not limited
to, processing and accounting charges, and late charges which may be imposed
on Landlord by the term of any mortgage or trust deed covering the Premises.
Accordingly, if any installment of Rent or any other sums due from Tenant
shall not be received by Landlord or Landlord's designee within ten (10) days
after said amount is due then Tenant shall pay to Landlord a late charge of
seven and one-half percent (7.5%) of such overdue amount, per each monthly
period, but not any interest thereon. In no event shall any late charge be
required in violation of any law. Further, the parties agree that a
Twenty-five Dollar ($25) charge shall be paid by Tenant to Landlord for any
returned check.
The parties hereby agree that such late charge represents a fair and
reasonable estimate of the cost Landlord will incur by reason of late payment
by Tenant. Acceptance of such late charge by Landlord shall in no event
constitute a waiver of Tenant's default with respect to such overdue amount,
nor prevent Landlord from exercising any of the other rights and remedies
granted hereunder.
14.5 CURE BY LANDLORD. Landlord, at any time after Tenant commits a
default, may cure the default at Tenant's cost. If Landlord at any time by
reason of Tenant's default, pays any sum or does any act that requires the
payment of any sum, the sum paid by Landlord at the time the sum is paid
shall be due from Tenant to Landlord, and if paid at a later date shall bear
interest at the rate of twelve percent (12%) per annum form the date the sum
is paid by Landlord until Landlord is reimbursed by Tenant. The sum, together
with interest, shall be deemed Additional Rent hereunder.
15. CONDEMNATION. If the Premises or any portion thereof are taken under
the power of eminent domain, or sold by Landlord under the threat of the
exercise of said power (all of which is herein referred to as
"condemnation"), this Lease shall terminate as to the part so taken as of the
date the condemning authority takes title or possession; whichever occurs
first. If more than twenty-five percent (25%) of the floor area of any
building on the Premises, or more than twenty-five percent (25%) of the land
area of the Property not covered with buildings, is taken by condemnation,
either Landlord or Tenant may terminate this Lease as of the date the
condemning authority takes possession by notice in writing of such selection
within twenty (20) days after the condemning authority shall have taken
possession.
If this Lease is not terminated by either Landlord or Tenant, then it
shall remain in full force and effect as to the portion of the Premises
remaining, provided the rental and any other charges payable hereunder shall
6
be reduced in proportion to the floor area of the buildings taken within the
Premises as bears to the total floor area of all buildings located on the
Premises. In the event this Lease is not so terminated, then Landlord agrees,
at Landlord's sole cost, as soon as reasonably possible, to restore the
Premises to a complete unit of like quality and character as existed prior to
the condemnation. All awards for the taking of any part of the Premises or
any payment made under the threat of the exercise of power of eminent domain
shall be the property of Landlord, whether made as compensation for
diminution of value of the leasehold or for the taking of the fees or as
severance damages; provided, however, that Tenant shall be entitled to any
award for loss of or damage to Tenant's trade fixtures and removable personal
property.
16. GENERAL PROVISIONS.
16.1 ESTOPPEL CERTIFICATE.
(a) Tenant shall, at any time, upon not less than ten (10) days prior
written notice from Landlord, execute, acknowledge and deliver to Landlord a
statement in writing (i) certifying that this Lease is unmodified and in full
force and effect (or, if modified, stating the nature of such modification
and certifying that this Lease, as so modified, is in full force and effect)
and the date to which the Rent, Security Deposit, and other charges are paid
in advance, if any, and (ii) acknowledging that there are not, to Tenant's
knowledge, any uncured defaults on the part of Landlord hereunder, or
specifying such defaults, if any, which are claimed. Any such statement may
be conclusively relied upon by any prospective purchaser or encumbrancer of
the Premises.
(b) Tenant's failure to deliver such statement within such time period
shall be conclusive upon Tenant that (i) this Lease is in full force and
effect without modification except as may be represented by Landlord, (ii)
there are no uncured defaults in Landlord's performance, and (iii) no more
than one (1) month's Rent has been paid in advance.
(c) If Landlord desires to finance or refinance the Premises, or any
part thereof, Tenant hereby agrees to deliver to any lender designated by
Landlord such financial statements of Tenant as may be reasonably required by
such lender. Such statements shall include the past three (3) years'
financial statements of Tenant. All such financial statements shall be
received by Landlord in confidence and shall be used only for the purposes
herein set forth. Tenant shall execute any estoppel certificate,
subordination agreement, and/or attornment agreement submitted to Tenant by
Landlord for purposes of said financing; provided however, that Tenant shall
be allowed the quiet use and enjoyment of the Premises as long as Tenant is
not in default under the terms of this Lease.
16.2 LANDLORD'S INTEREST. The term "Landlord" as used herein shall mean
only the owner or owners at the time in question of the fee title, vendee's
interest under a real estate contract, or a tenant's interest in aground
lease of the Premises. In the event of any transfer of such title or
interest, Landlord herein named (and in case of any subsequent transfers, the
then grantor) shall be relieved from and after the date of such transfer of
all liability as respects Landlord's obligations thereafter to be performed,
provided that any funds in the hands of Landlord or the then grantor at the
time of such transfer, in which Tenant has an interest, shall be delivered to
the grantee. The obligations contained in this Lease to be performed by
Landlord shall, subject to aforesaid, be binding upon Landlord's successors
and assigns, only during their respective periods of ownership.
16.3 SEVERABILITY. The invalidity of any provision of this Lease, as
determined by a court of competent jurisdiction, shall in no way affect the
validity of any other provision hereof.
16.4 INTEREST ON PAST DUE OBLIGATIONS. Except as expressly herein
provided, any amount due to Landlord not paid when due shall bear interest at
twelve percent (12%) per annum from the due date. Payment of such interest
shall not excuse or cure any default by Tenant under this Lease.
16.5 TIME OF ESSENCE. Time is of the essence.
16.6 CAPTIONS. Section and paragraph captions are not a part hereof.
16.7 INCORPORATION OF PRIOR AGREEMENT; AMENDMENTS. This Lease contains
all agreements of the parties with respect to any matter mentioned herein. No
prior agreement or understanding pertaining to any such matter shall be
effective. This lease may be modified in writing only, signed by the parties
in interest at the time of modification.
16.8 WAIVERS. No waiver by Landlord of any provision hereof shall be
deemed a waiver of any other provision hereof or of any subsequent breach by
Tenant of the same or any other provision. Landlord's consent to or approval
of any act shall not be deemed to render unnecessary the obtaining of
Landlord's consent to or approval of any subsequent act by Tenant. The
acceptance of Rent hereunder by Landlord shall not be a waiver of any
preceding breach by Tenant of any provision hereof, other than the failure of
Tenant to pay the particular Rent so accepted regardless of Landlord's
knowledge of such preceding breach at the time of acceptance of such Rent.
16.9 RECORDING. Tenant shall not record this Lease without Landlord's
prior written consent, and such recordation shall, at the option of Landlord,
constitute a non-curable default of Tenant hereunder. Either party shall,
upon request of the other, execute, acknowledge and deliver to the other a
"short form" memorandum of this Lease for recording purposes.
16.10 HOLDING OVER. If Tenant remains in possession of the Premises or
any part thereof after the expiration of the Term hereof without the express
written consent of Landlord, such occupancy shall be a tenancy from month to
month at a rental in the amount of 150% of the last monthly rental plus all
other charges payable hereunder, and upon the terms hereof applicable to
month to month tenancy.
16.11 CUMULATIVE REMEDIES. No remedy or election hereunder shall be
deemed exclusive, but shall wherever possible be cumulative with all other
remedies at law or in equity.
7
16.12 COVENANTS AND CONDITIONS. Each provision of this Lease
performable by Tenant shall be deemed both a covenant and a condition.
16.13 BINDING EFFECT; CHOICE OF LAW; PRORATION. Subject to any
provisions hereof restricting assignment or subletting by Tenant and subject
to the provision of Section 13.2, this Lease shall bind the parties, their
representatives, successors and assigns. This Lease shall be governed by the
laws of the state where the Premises are located. All prorations shall be on
the basis of a thirty (30) day month.
16.14 SUBORDINATION.
(a) This Lease, at Landlord's option, shall be subordinate to any
ground lease, mortgage, deed of trust, or any hypothecation for security now
or hereafter placed upon the real property of which the Premises are a part
and to any and all advances made on the security thereof and to all renewals,
modifications, consolidations, replacements and extensions thereof.
Notwithstanding such subordination, Tenant's rights to quiet possession of
the Premises shall not be disturbed if Tenant is not in default and so long
as Tenant shall pay the Rent and observe and perform all of the provisions of
this Lease, unless this Lease is otherwise terminated pursuant to its terms.
If any mortgagee, trustee or ground lessor shall elect to have this Lease
prior to the lien of its mortgage, deed of trust or ground lease, and shall
give written notice thereof to Tenant, this Lease shall be deemed prior to
such mortgage, deed of trust or ground lease, whether this Lease is dated
prior or subsequent to the date of said mortgage, deed of trust or ground
lease, or the date of recording thereof.
(b) Tenant agrees to execute and deliver any documents required to
effectuate such subordination or to make this Lease prior to the lien of any
mortgage, deed of trust or ground lease, as the case may be, and failing to
do so within ten (10) days after written demand, does hereby make, constitute
and irrevocably appoint Landlord as Tenant's attorney-in-fact and in Tenant's
name, place and stead, to do so.
16.15 ATTORNEYS' FEES. If either party named herein brings an action
to enforce the terms hereof or declare rights hereunder the prevailing party
in any such action, on trial or appeal, shall be entitled to his reasonable
attorneys' fees to be paid by the losing party as fixed by the court.
16.16 LANDLORD'S ACCESS. Landlord and Landlord's agents shall have the
right to enter the Premises at reasonable times and upon reasonable notice to
Tenant, except in cases of emergency access shall be immediate with no
notice, for the purpose of inspecting the same, showing the same to
prospective tenants, purchasers or lenders, and making such alterations,
repairs, improvements or additions to the Premises or to the Building of
which the Premises are a part as Landlord may deem necessary or desirable.
Landlord may at any time place on or about the Premises any ordinary "For
Sale" or "For Lease" signs, and Landlord may at any time during the last one
hundred twenty (120) days of the Term hereof place on or about the Premises
any ordinary signs all without rebate or rent or liability to Tenant.
16.17 SIGNS. Tenant shall not place any sign upon the Premises without
Landlord's prior written consent. All signs installed by Tenant shall be
removed by Tenant upon termination of this Lease, and Tenant shall restore
the location of all such signage to its former state.
16.18 MERGER. The voluntary or other surrender of this Lease by
Tenant, or a mutual cancellation thereof, shall not work a merger, and shall,
at the option of Landlord, terminate all or any existing subtenancies, or
may, at the option of Landlord, operate as an assignment to Landlord of any
or all subtenancies.
16.19 CORPORATE AUTHORITY. If Tenant is a corporation, each individual
executing this Lease on behalf of said corporation represents and warrants
that he is duly authorized to execute and deliver this Lease on behalf of
said corporation in accordance with a duly adopted resolution of the Board of
Directors of said corporation or in accordance with the bylaws of said
corporation, and that this Lease is binding upon said corporation in
accordance with its terms.
16.20 LANDLORD'S LIABILITY. If Landlord is a joint venture or limited
partnership, the liability of the partners of Landlord pursuant to this Lease
shall be limited to assets of the partnership, and Tenant, its successors and
assigns hereby waive all rights to proceed against any of the partners, or
the officers, shareholders, or directors of any corporate partner of
Landlord, except to the extent of their interest in the partnership. As used
in this Section, the term "Landlord" shall mean only the owner or owners at
the time in question of the fee title, vendee's interest under a real estate
contract, or its interest in a ground lease of the Premises, and in the event
of any transfer of such title or interest, Landlord herein named (and in case
of any subsequent transfers the then grantor) shall be relieved from and after
the date of such transfer, and any funds in the hands of Landlord or the
obligations thereafter to be preformed; provided that any funds in the hands
of Landlord or the then grantor at the time of such transfer, in which Tenant
has an interest, shall be delivered to the grantee. The obligations contained
in this Lease to be performed by Landlord shall, subject as aforesaid, be
binding on Landlord's successors and assigns only during the respective
period of ownership.
16.21 FINANCING. Tenant shall not execute any document purporting of
affect the Premises or any other property of which the Premises area part,
including, without limitation; any financing statement, without prior written
consent of Landlord, which may be withheld or conditioned in Landlord's
reasonable discretion.
16.22 INABILITY TO PERFORM. This Lease and the obligations of the
Tenant hereunder shall not be effected or impaired because the Landlord is
unable to fulfill any of its obligations hereunder or is delayed in doing so,
if such inability or delay is caused by reason of strike, labor troubles,
force majeure, weather and acts of God, or any other cause beyond the
reasonable control of the Landlord, and Landlord shall not be liable to any
such delay.
17. COMPLETION OF BOND. At any time, Tenant either desires to or is
required to make any repairs, alterations, additions, improvements or utility
installations thereon, pursuant to Sections 7.5 or 9.2 herein or otherwise,
Landlord may at its sole option, require Tenant, at Tenant's sole cost and
expense, to obtain and provide to Landlord a lien and completion bond in an
amount equal to one and one-half (1-1/2) times the estimated cost of such
improvements, to insure Landlord against any liability for mechanic's and
materialmen's liens and to insure completion of the work.
8
18. NOTICES. Wherever under this Lease provision is made for any demand,
notice or declaration of any kind, or where it is deemed desirable or
necessary by either party to give or serve any such notice, demand or
declaration to the other party, it shall be in writing and served either
personally or sent by United States mail, certified and return receipt
requested, postage prepaid, addressed to the address set forth below:
To Landlord: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ South Building
c/o ▇▇▇▇▇▇ ▇▇▇▇▇ Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
To Tenant: ▇▇▇▇ ▇▇▇▇▇
Cutter & Buck, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
19. HAZARDOUS AND TOXIC WASTE MATERIALS. Tenant shall be responsible for
all expenses, damages, and liabilities, including reasonable attorneys' fees,
occurring as a result of Tenant's use, storage or release of any hazardous
and toxic waste materials as they may affect the leased premises. "Release"
means any spill, visible leak, pumping, pouring, explosion, emission,
discharge, injection, escape, dumping, disposing or other entering into the
environment of any substance, chemical, material, pollutant or contaminant
at, in, by, form or related to the leased premises. Tenant's obligations in
this regard shall survive and extend beyond the termination date of this
Lease. Whereby the statute of limitation for any indemnification action
shall not begin to run until Landlord has sustained damage. Landlord is
entitled to indemnity under the terms of this Agreement.
In the event that Tenant's use of the Premises includes storage of
hazardous and toxic waste materials Tenant agrees to remove all storage upon
lease termination or earlier termination.
20. PAYMENT OF UTILITIES AND COMMON AREA EXPENSES, INSURANCE AND REAL
PROPERTY TAXES. In conjunction with monthly rental payments, Tenant shall
pay within 15 days of receipt of invoice from Landlord, a sum representing
Tenant's pro rata share of utilities, repairs, misc. expenses, insurance,
real property taxes, a reasonable management fee and any other non-segregated
expense obligation of Tenant as called out in Section 7.2, 8, 10, 11, and 12.
Tenant's pro rata share shall be computed by multiplying the aforementioned
charges times a percentage obtained by dividing the total square footage of
the Premises by the total building square footage.
21. ACCEPTANCE OF PREMISES. Tenant accepts the Premises in "AS-IS"
condition, subject to the following: Landlord agrees to clean the walls, the
ceiling and the floor surface in the Premises prior to the commencement of
the Term. Also, the Premises shall be clear of all equipment, debris,
inventory and racking.
22. AGENCY DISCLOSURE; BROKER.
(a) AGENCY DISCLOSURE. ▇▇▇▇▇▇ ▇▇▇▇▇ Inc hereby discloses that it
represents the Landlord in this transaction.
(b) BROKER. The term "Broker(s) means ▇▇▇▇▇▇ ▇▇▇▇▇ Inc, representing
the Landlord. Landlord and Tenant each represent to the other that neither is
represented by any broker, agent or finder with respect to this Lease in any
manner, except the Broker(s). The commission due to the Broker(s) shall be
paid by Landlord pursuant to a separate agreement. Each party agrees to
indemnify and hold the other party harmless from and against any and all
liability, costs, damages, causes of action or other proceedings instituted
by any broker, agent or finder, licensed or otherwise, claiming through,
under or by reason of the conduct of the indemnifying party in any manner
whatsoever in connection with this Lease. If Tenant engages a broker, agent
or finder to represent Tenant in connection with any renewal of this Lease,
then the commission or any fee of such broker, agent or finder shall be paid
by Tenant.
THE PARTIES HERETO have executed this Lease at the place and on the
respective dates set forth below.
LANDLORD: TENANT:
Whitmac Company, Cutter & Buck, Inc.,
a Washington general partnerhip a Washington corporation
By /s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Jr. By /s/ [illegible]
--------------------------- -----------------------
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Jr. Its VP Operations
Partner -----------------------
Date 17 July 1998 Date 5/13/98
--------------------------- -----------------------
By /s/ [illegible]
-----------------------
Its CFO
-----------------------
Date 5/27/98
-----------------------
This Lease has been prepared for submission to you and your attorney. ▇▇▇▇▇▇
▇▇▇▇▇ Inc is not authorized to give legal or tax advice. Neither Landlord nor
▇▇▇▇▇▇ ▇▇▇▇▇ Inc makes any representations or recommendations as to the legal
sufficiency, legal effect or tax consequences of this document or any
transaction relating thereto. These are questions for your attorney with whom
you should consult before signing this document to determine whether your
legal rights are adequately protected.
9
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
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 (title) V.P. Operations of
(entity) Cutter & Buck Inc., a corporation to be the free and voluntary act
of such party for the uses and purposes mentioned in the instrument.
Witness my hand and official seal this 29th day May 1998.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
--------------------------------------
Notary Public
(Print Name)
---------------------------
Residing at Seattle
---------------------------
My Commission Expires:
----------------
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
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 (title) C.F.O. of (entity) Cutter
& Buck Inc., a corporation to be the free and voluntary act of such party for
the uses and purposes mentioned in the instrument.
Witness my hand and official seal this 29th day May 1998.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
--------------------------------------
Notary Public
(Print Name)
---------------------------
Residing at Seattle
---------------------------
My Commission Expires:
-----------------
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇,
JR. 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 (title) PARTNER of
(entity) ▇▇▇▇▇▇▇ ENTERPRISES, a PARTNERSHIP to be the free and voluntary act
of such party for the uses and purposes mentioned in the instrument.
Witness my hand and official seal this 6TH day NOVEMBER 1998.
/s/ ▇▇▇ ▇▇▇▇
---------------------------------------
Notary Public
(Print Name) ▇▇▇ ▇▇▇▇
-------------------------
Residing at BOTHELL, WA
-------------------------
My Commission Expires: 4/30/01
----------------