EXHIBIT 10.20
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WAREHOUSE
SUBLEASE
(OPTICOLOR, INC.)
THIS SUBLEASE is between SEATTLE FILMWORKS, INC., a Washington corporation
("Parent") and OPTICOLOR, INC., a Washington corporation ("Subsidiary").
RECITALS
WHEREAS, Parent is a party to that certain U.S. Government Lease of Real
Property, dated September 22, 1995, between Parent and the United States of
America ("Lessor"), as amended by the Supplemental Lease Agreement, dated
January 1, 1996, between Parent and Lessor (collectively, the "Lease");
WHEREAS, pursuant to the Lease, Parent currently leases approximately
80,000 square feet of enclosed warehouse space, located in the northern most
portion of the 1202 Warehouse, at column markers C46 south to F33 north, west to
F33 north, south to G 36 inclusive, Federal Center South, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Leased Real Property");
WHEREAS, Subsidiary is a wholly-owned subsidiary of Parent; and
WHEREAS, Parent desires to sublease the portion of the Leased Real Property
indicated on Exhibit A hereto (the "Subleased Real Property") to Subsidiary and
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Subsidiary desires to sublease the Subleased Real Property on the terms and
conditions set forth herein.
NOW, THEREFORE, the parties agree as follows:
AGREEMENT
1. Sublease. Parent hereby subleases to Subsidiary and Subsidiary hereby
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subleases from Parent the Subleased Real Property.
2. Term. The term of this Sublease is coextensive with the terms of the
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Lease, provided, however, that Parent may terminate this Sublease term as of the
end of any calendar month by giving Subsidiary notice of termination at least 60
days prior to the effective date of termination; on the effective date of
termination, Subsidiary shall return to Parent possession of the Subleased Real
Property in as good condition as when delivered to Subsidiary under this
Sublease.
3. Lease Obligations. This Sublease is subject and subordinate to the
-----------------
Lease, and will become effective when and if Lessor consents. Provisions of the
Lease control to the extent, if any, inconsistent with this Sublease. The
Subleased Real Property and rights of Subsidiary as provided in this Sublease
are intended to include no more or less than whatever rights Subsidiary has
under the Lease. Subsidiary agrees to comply with all provisions of the Lease.
Subsidiary and Parent each agree not to cause the Lease to be in default.
Subsidiary agrees to reimburse Parent to the extent, if any, Subsidiary causes
Parent to incur additional rent or other expenses under provisions of the Lease
except for any increases in rent or other amounts arising from acts beyond the
control of Subsidiary.
4. Rent. Parent agrees to pay to Lessor all rent when due under the Lease
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during the term of this Sublease. Subsidiary agrees to pay to Parent subrent on
the first day of each month during the term of this Sublease of $274 per month.
5. Parent Warranties. Parent warrants that the Lease is now in full force
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and effect, no default exists on the part of Parent under the Lease, the
Subsidiary will have and quietly enjoy
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possession of the Subleased Real Property for the term of this Sublease as long
Subsidiary is not in default under this Sublease or the Lease.
6. Subsidiary Indemnity. Except for Parent's obligation to pay rent under
--------------------
paragraph 4 above, Subsidiary agrees to indemnify, defend and hold harmless
Parent and all of its officers, directors, employees and agents from and against
all claims, suits, actions, demands, damages, obligations, liabilities, costs,
taxes and expenses (including attorney's fees) arising during the Sublease term
under the Lease or from any act or omission or real property damage or injury to
or death of any person on or in or to the Subleased Real Property arising during
the Sublease term. Subsidiary assumes all risk of loss, damage, destruction,
alteration or other matter affecting personal real property and equipment on or
in the Subleased Real Property.
7. Parent Indemnity. Except for Subsidiary's obligation to pay rent under
----------------
paragraph 4 above, Parent agrees to indemnify, defend and hold harmless
Subsidiary and all of its officers, directors, employees and agents from and
against all claims, suits, actions, demands, damages, obligations, liabilities,
costs, taxes and expenses (including attorney's fees) arising prior to the
Sublease term under the Lease or from any act or omission or real property
damage or injury to or death of any person on or in or to the Subleased Real
Property occurring prior to the Sublease term.
8. Notices. All notices and consents under this Sublease will be
ineffective unless in writing, delivered in person or mailed by certified or
registered mail return receipt requested postage prepaid, to an officer of the
receiving party at its address below or to such other address as the receiving
party may notify the sender beforehand referring to this Sublease, and will be
deemed given when so delivered if delivered or three days after placed in the
mail if so mailed.
9. General. Each party is an independent contractor, no party is an agent
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of any other party, and no party has any right to bind or obligate any other
party. This Agreement binds and inures to the benefit of the parties, their
heirs, personal representatives, successors and assigns; except that no party
may assign or delegate any right or duty under this Agreement without the prior
written consent of all others. If any provision of this Agreement is held
invalid by a court of competent jurisdiction, all other provisions will remain
in fully force and effect. This Agreement is governed by and will be
interpreted, construed and enforced in accordance with all laws of the State of
Washington. Headings are for convenience only, and do not affect, limit or
control the meaning, effect or application of any provision of this Agreement.
No consent to or waiver of any breach or default under or affected in any way by
this Agreement will be deemed a consent or waiver of any other right,
obligation, breach or default. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original and all of which together
will constitute the same agreement whether or not all parties execute each
counterpart.
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IN WITNESS WHEREOF, the parties have executed this Sublease as of September
30, 1996.
SEATTLE FILMWORKS, INC.
By: Case ▇. ▇▇▇▇▇
Its: Vice President/Treasurer
▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
OPTICOLOR, INC.
By: ▇▇▇▇▇▇ ▇▇▇▇
Its: President
▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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