LEASE AGREEMENT
THIS LEASE is made this day by and between XXXXX X. QUICK and CIRRI A.
QUICK, husband and wife, doing business as DCR PROPERTIES, hereafter
referred to as LESSOR, and TELEVAR NORTHWEST, hereafter referred to as
LESSEE.
W I T N E S S E T H:
WHEREAS, the LESSOR and LESSEE wish to enter into a written agreement
for the lease of commercial space which is located at 000 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxx (hereafter referred to as the
premises):
NOW, THEREFORE, the parties hereby agree as follows:
1. PREMISES: Subject to the terms, covenants and conditions of this
Lease, LESSOR hereby leases to LESSEE commercial space located in the
downstairs of 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxx Xxxxxx,
Xxxxxxxxxx, which is legally described at Exhibit "A" attached hereto
incorporated by this reference.
2. TERM: This Lease shall be for a term of five years commencing March
15, 1995, and terminating March 15, 2005. The LESSEE has the option to
renew the lease for an additional two year period provided that written
notice of intent to renew is received by LESSOR no later than 30 days prior
to the end of the initial five year term. Monthly rent during the option
period is to be determined according to the same formula applicable during
the initial five year term.
3. MONTHLY RENT: LESSEE agrees to pay to LESSOR a monthly rent in
advance, without offset or deduction, in the amount of $1,800.00 per month,
commencing March 15, 1995, and subsequent monthly rent payments shall be
due on or before the same day of each succeeding month. Each and every rent
payment received more than ten days after the due date shall be subject to
a late payment penalty of ten percent (10%) for each month of part thereof
which rent is delinquent. Monthly rent shall increase by five percent (5%)
on each anniversary date of this Lease.
4. USE OF THE PREMISES: LESSEE shall use the premises exclusively for
operation known as Televar Northwest and not for any other purpose without
the prior written consent of the LESSOR, which shall not be unreasonably
withheld and shall comply with all governmental laws, ordinances,
regulations, orders and directives and all insurance requirements
applicable to LESSEE'S use of the premises.
5. TAXES AND ASSESSMENTS: LESSEE shall pay, prior to delinquency, all
personal property taxes levied and assessed against LESSEE'S equipment,
fixtures and personal property located on the premises. LESSOR shall be
responsible for all real property taxes.
LEASE AGREEMENT - 1
6. UTILITIES: LESSOR shall pay for water and sewer service supplied to
the premises. All other utilities and services supplied to LESSEE shall be
paid directly by LESSEE.
7. REPAIRS AND UPKEEP: LESSEE shall, at its sole expense and cost,
maintain and keep the interior of the premises in a neat and clean
condition and state of repair. LESSEE shall be solely responsible for
repair or replacement of all glass breakage and damage. LESSOR shall, at
its own expense, maintain and repair the structural, all mechanical,
including plumbing, heating and air conditioning, and electrical systems,
and all exterior areas: provided, that the LESSEE shall pay to LESSOR the
cost of maintenance and repairs caused in part or in whole by the act,
neglect, fault or omission of the LESSEE, its agents, employees and
customers. LESSOR shall have no obligations for repair and maintenance
except as provided by this paragraph. There shall be no abatement of rent
and no liability of LESSOR by reason of any injury to or interference with
LESSEE'S business arising from LESSOR making repairs or completing
maintenance. Provided, however, LESSOR hereby covenants to conduct all such
repair and maintenance activities in a prompt and workmanlike manner and in
a way that minimizes, if not eliminates, disruptions to LESSEE'S business,
including taking efforts to reduce and/or eliminate noise and dust from
such activities and conducting such repair and maintenance activities after
normal business hours.
8. ALTERATIONS: LESSEE may make minor alterations, additions and
improvements upon the lease premises at its sole cost and expense and with
the prior written consent of the LESSOR. LESSEE agrees to hold the LESSOR
harmless from any damage, loss or expense arising from such alterations,
additions and improvements and agrees to comply with all applicable
building and safety laws, ordinances, rules and regulations. Upon
termination of this Lease, all LESSEE'S alterations, additions and
improvements, including without limitation all electrical, plumbing,
lighting, air conditioning, heating, doors, permanent partitions, carpeting
and other non-trade fixtures, shall remain upon the lease premises and be
surrendered to the LESSOR: provided, that upon written notice by the LESSOR
served on the LESSEE ten (10) days prior to termination or expiration,
LESSEE shall remove all those additions, alterations and improvements as
may be specified by the LESSOR and LESSEE shall repair and restore the
leased premises to its original condition at LESSEE'S sole cost and
expense. Provided, further, all such alterations, additions and
improvements not removed by LESSEE within 10 days of the termination of the
lease shall constitute a holdover tenancy for which rent shall be payable
to LESSOR at a daily rate based on monthly rent until all such alterations
are removed and the premises is returned to original condition. LESSOR and
LESSEE may from time to time, make separate written agreements regarding
alterations to structural and mechanical elements of the premises to allow
greater latitude to both parties to this lease. Separate written agreements
shall become part of this lease and shall not be construed to alter any
other provisions of this agreement.
9. PARKING: LESSEE shall be entitled to the use of 25% of available
parking but not less than five (5) spaces in the parking lot adjacent to
the leased premises for the use of employees, customers and guests of
LESSEE. LESSOR shall maintain the parking lot in a reasonably clean and
safe condition, including conducting such snow removal as shall be
LEASE AGREEMENT - 2
necessary or appropriate to minimize the risk of property damage and/or
personal injury. LESSEE shall be responsible for snow removal on sidewalks
immediately adjacent to the premises at LESSEE'S sole expense and shall at
all times maintain liability insurance to indemnify LESSOR of any potential
personal injury or property damage liability. LESSEE shall cooperate with
other tenants in the building to remove snow from the corner of Chelan and
Yakima Streets to LESSEE'S premises.
10. ACCIDENTS AND LIABILITY: LESSOR shall not be liable for any injury
or damage to persons or property sustained by LESSEE or others on, about or
from the premises or any common area: provided, however, that LESSOR shall
be liable for any injury to property or persons on or about the leased
premises which injury results from acts of LESSOR or Lessor's agents,
employees and representatives. LESSEE agrees to indemnify, defend and hold
LESSOR harmless from any claim, action or judgment resulting from injury or
damage to persons or property suffered by any person or entity: provided,
however, that this indemnity is not intended to include and shall not be
construed to include incidents not related to the leased premises and,
further, is not intended to include and shall not be construed to include
acts of negligence by LESSOR or Lessor's agents, employees and
representatives. LESSEE shall, at its own expense, provide public liability
insurance affording minimum protection of not less than One Million Dollars
($1,000,000) per occurrence and shall list LESSOR as an additional named
insured. LESSEE shall also, at its own expense, obtain extended coverage
insurance and insure the contents of the premises to their full insurable
value against loss from fire and other casualties. LESSEE shall deliver
certificates of such insurance to LESSOR and such insurance shall not be
cancelable without thirty (30) days prior written notice to LESSOR.
11. SUBROGATION. LESSOR and LESSEE hereby mutually waive their
respective rights of recovery against each other for any loss insured by
fire, extended coverage or other property casualty insurance policies
existing for their respective benefit. Each party agrees to pay for and
obtain any special endorsements required by their respective insurers to
evidence compliance with this waiver and provide written proof of
compliance to the other upon request.
12. DAMAGE OR DESTRUCTION: In the event the leased premises shall be
damaged or destroyed by fire or other casualty, LESSOR shall have the
option to either (a) repair or rebuild within one hundred twenty (120) days
from the date of damage or destruction, or (b) not repair or rebuild and to
cancel this lease on thirty (30) days' written notice. If LESSOR fails to
give LESSEE such notice within thirty (30) days of such damage or
destruction, the monthly rental shall xxxxx in the same ratio as the
portion of the leased premises rendered untenable bears to the whole of the
leased premises: provided, that if the damage or destruction is due to the
fault or neglect of the LESSEE, then there shall be no abatement of rent
and this Lease shall not be canceled or otherwise terminated and the
LESSEE, at its own expense, shall make all repairs to the building to
restore it to the original condition: provided, however, in an event that
the LESSEE was not responsible for damage or destruction, LESSEE shall have
the right to terminate this lease with thirty (30) days written notice
following an occurrence which partially damages or destroys the leased
premises if, in the exercise of reasonable business judgment exercised in
good faith, LESSEE determines that the leased
LEASE AGREEMENT - 3
premises, as damaged or destroyed, is no longer an economically viable
location for the operation of LESSEE'S business.
13. LIENS: LESSEE shall keep the premises, and the property on which
the premises are located free from liens for labor, materials and/or
services provided to LESSEE, its agents or employees.
14. SUBORDINATION: This Lease shall be subordinate to the lien of any
mortgages, deeds of trust, leaseholds and purchase options and all other
interests that may now or hereafter affect the premises, or any part
thereof, and to all renewals, modifications or extensions of such
interests. LESSEE shall on demand execute, acknowledge and deliver to
LESSOR, without expense to LESSOR, any and all instruments necessary and
proper to effect the future subordination of this Lease.
15. CONDEMNATION: The rights and duties of the parties in the event of
condemnation shall be as follows:
a. If the whole of the leased premises shall be taken or
condemned by any competent authority for any public or quasi-public
use or purpose, this Lease shall cease and terminate as of the date on
which title shall vest thereby in that authority, and all rent paid or
payable by the LESSEE shall be apportioned and paid up to that date.
b. If only a portion of the demised premises shall be taken or
condemned, this Lease shall not terminate, but the rent payable after
the date on which LESSEE shall be required to surrender possession of
such portion shall be reduced in proportion to the deceased use
suffered by LESSEE, as the parties may agree or as shall be determined
by arbitration: provided, however, LESSEE shall have the right with
thirty (30) days written notice, to terminate this lease following
partial condemnation of the leased premises if, in the exercise of
reasonable business judgment exercised in good faith, LESSEE
determines that the leased premises, as condemned, is no longer an
economically viable location for the operation of LESSEE'S business.
c. In the event of any taking or condemnation in whole or in
part, the entire resulting award of consequential damages shall belong
to LESSOR without any deduction for the value of the unexpired term of
this Lease or for any other estate or interest in the leased premises
now or later vested in LESSEE. LESSEE hereby assigns to LESSOR all its
right, title and interest in any and all such awards. Provided,
however, that LESSOR shall reimburse LESSEE a reasonable sum for costs
incurred in relocating LESSEE'S business.
d. In the event of a partial taking, LESSEE shall promptly
proceed to restore the remainder of the leased premises to a
self-contained architectural unit and LESSOR shall pay to LESSEE the
cost of restoration, but in no event to exceed a sum equal to the
amount of the separate award made to and received by LESSOR for
consequential
LEASE AGREEMENT - 4
damages. In the event there is no separate award for consequential
damage, the value shall be fixed and settled by arbitration. The
balance of any separate award or allocated amount not so used shall
belong to and be retained by LESSOR.
e. In case of any governmental action not resulting in the taking
or condemnation of any portion of the leased premises, but creating a
right to compensation, or if less than a fee title to all or any
portion of the leased premises shall be taken or condemned by any
governmental authority for use or occupancy, this Lease shall continue
in full force and effect without reduction or abatement of rent and
the rights of the parties shall be unaffected by the other provisions
of this paragraph.
16. NOTICES: All notices, requests and demands required by law or by
the terms of this Lease shall be served personally on the parties or shall
be served by certified mail, return receipt requested, at the following
address:
LESSOR: X.X. Xxx 0000
Xxxxxxxxx, XX 00000-0000
LESSEE: At the leased premises
Either party may designate an alternate address by written notice to
the other.
17. DEFAULT OR BREACH: Time is of the essence of this Lease. Each of
the following events shall constitute a default or breach of this Lease by
LESSEE:
a. If LESSEE, while in possession, shall file a petition in
bankruptcy or insolvency or for reorganization under any bankruptcy
act, or shall voluntarily take advantage of any such act by answer or
otherwise, or shall make an assignment for the benefit of creditors.
b. If, while in possession, involuntary proceedings under any
bankruptcy law or insolvency act shall be instituted against LESSEE,
or if a receiver or trustee shall be appointed of all or substantially
all of the property of LESSEE, and such proceedings shall not be
dismissed or the receivership or trusteeship vacated within thirty
(30) days after the institution or appointment.
c. If LESSEE shall fail to pay LESSOR any rent or expenses when
the same shall become due and shall not make payment within ten (10)
days after notice and demand by LESSOR to LESSEE.
d. If LESSEE shall fail to perform or comply with any of the
conditions of this Lease and if the nonperformance shall continue for
a period of thirty (30) days after notice and demand by LESSOR to
LESSEE, or, if the performance cannot be reasonably had within the
thirty (30) day period, LESSEE shall not in good faith have commenced
LEASE AGREEMENT - 5
performance within such thirty (30) day period and shall not
diligently proceed to completion of performance.
e. If LESSEE shall vacate or abandon the leased premises or shall
cease to conduct business on the leased premises.
f. If this Lease shall be transferred by LESSEE to any other
person or party, except in the manner permitted for assignment.
18. WAIVER OF BREACH: The failure of the LESSOR to insist on strict
performance of any of the terms and conditions of this Lease shall be
deemed a waiver of the right or remedy that the LESSOR may have regarding
that specific instance or occurrence only and shall not constitute a waiver
of any subsequent or continuing breach or default. The receipt of rent by
the LESSOR, with or without knowledge or any breach or default by the
LESSEE of any of the terms and conditions of this Lease, shall be construed
as a payment for the use and occupancy of the premises by the LESSEE and no
waiver shall be claimed in favor of the LESSEE unless in writing executed
by the LESSOR.
19. LESSOR'S REMEDIES ON DEFAULT: In the event of default or breach of
LESSEE, the LESSOR shall have the following remedies:
a. CANCELLATION: LESSOR shall have the right to cancel and
terminate this Lease. The LESSEE shall have continuing liability for
damages proximately caused by the default or breach. On cancellation
LESSEE shall be liable to LESSOR for all damages resulting from
LESSEE'S breach or default, including the cost of recovering the
leased premises and LESSOR'S attorney fees, and the difference between
the then present value of this Lease and the fair market rental value
of the leased premises for the remainder of the lease term. Such sums
shall be immediately due and payable by LESSEE to LESSOR.
b. REMEDIES CUMULATIVE: The above remedy is not exclusive, and is
in addition to remedy available at law or in equity.
20. LESSEE'S REMEDIES: In the event of default or breach by the LESSOR
the LESSEE may, at its option, give written notice to the LESSOR of all
acts or omissions by the LESSOR which constitute a default or breach of
this Lease and may declare in such written notice that this Lease shall
terminate on a date certain, not less than thirty (30) days from delivery
of such notice, in the event that the LESSOR fails to cure all specified
defaults and breaches of this Lease prior to that date.
LEASE AGREEMENT - 6
21. REPRESENTATIONS: The parties agree and warrant as follows:
a. LESSOR has made no representations as to the quality or
condition of the premises, provided, however, that LESSOR warrants
that all structural and mechanical elements of the premises shall
function properly.
b. LESSEE has had an opportunity to inspect the premises and
accepts the premises in their present condition: provided, that LESSEE
shall complete a punch list within fifteen (15) days of occupancy,
itemizing defects and/or incomplete items in the premises and LESSOR
shall diligently complete or repair the items listed.
22. SURRENDER OF POSSESSION: LESSEE shall peaceably and quietly
surrender and deliver the premises to LESSOR on the last day of the term of
this Lease or on cancellation, whether by way of expiration or termination
following default. The premises shall be free of any subtenancies, liens or
encumbrances granted or suffered by the LESSEE. The premises shall be left
in clean and neat condition and state of repair. LESSEE shall remove all
inventory, equipment and other personal property not specified in paragraph
8, and all such property remaining on the premises after the last day of
the term shall be conclusively presumed to have been conveyed by LESSEE to
LESSOR, without compensation, allowance or credit to the LESSEE. Upon
expiration or cancellation of this Lease or upon suspension or termination
of LESSEE'S right to occupancy of the premises, LESSEE shall deliver all
keys to the LESSOR.
23. QUIET POSSESSION: LESSEE shall enjoy and LESSOR shall defend
LESSEE'S right to enjoy quiet possession of the premises subject to the
provisions of this Lease, so long as all LESSEE'S obligations are fully and
completely performed.
24. HOLDING OVER: If LESSEE shall hold over after the expiration of
termination of the terms of this Lease with the implied or express consent
of the LESSOR, LESSEE shall remain bound by all the provisions, terms and
conditions of this Lease: except, that the tenancy shall be from month to
month.
25. ASSIGNMENT AND SUBLETTING: LESSEE shall not sublet the premises
without the LESSOR'S written consent which shall not be unreasonably
withheld. LESSEE may assign this Lease with the prior written consent of
the LESSOR, which shall not unreasonably be withheld: provided, any
proposed assignee of this Lease shall be financially responsible and shall
expressly assume and agree to perform all of the terms and conditions of
this Lease. Notwithstanding the assignment of this Lease by the LESSEE and
the written consent of the LESSOR, the LESSEE shall remain directly and
primarily liable to the LESSOR for full performance of all the terms of
this Lease.
26. SUCCESSORS AND ASSIGNS: This Lease shall be binding upon and inure
to the benefit of the parties, their successors and assigns.
LEASE AGREEMENT - 7
27. RECORDATION: Neither party shall record this Lease without the
prior written consent of the other. LESSOR agrees to execute a Memorandum
of Lease for recording upon the written request of the LESSEE.
28. ATTORNEY FEES AND VENUE: In the event that an attorney is retained
for enforcement of this Lease or in the event a lawsuit is commenced, the
substantially prevailing party shall be entitled to recover the costs of
such enforcement or costs of suit, including reasonable attorney fees. The
venue of any lawsuit commenced to enforce this Lease shall be in the Chelan
County Superior Court.
29. GUARANTY: Each person executing this Lease on behalf of a
corporation, limited or general partnership, or other legal entity as
LESSEE hereby personally guarantees LESSEE'S full and timely performance of
all obligations of the Lease, on behalf of himself or herself individually
and their respective marital communities. Personal guarantees shall be
limited to twelve months following the commencement of the lease.
30. INVALID PROVISIONS: If any term or condition of this Lease or the
application of any such term or condition to any person or circumstances be
held invalid, the remainder of this Lease and its application to other
persons or circumstances shall not be effected and shall remain in full
force and effect.
31. RIDERS: This Lease is subject to the Riders attached hereto and
described as follows:
a. Lease option for upstairs portion of building.
b. Right of first refusal to purchase building.
32. PRIOR AGREEMENTS: This Lease contains the entire understanding and
agreement between the parties and all prior promises, representations and
inducements by either party have been fully performed or incorporated in
this Lease. This Lease cannot be modified except by a written instrument
executed and acknowledged by the parties.
DATED this ____ day of _________________, 199___.
LESSOR
By:____________________________________
Xxxxx X. Quick
By:____________________________________
Cirri A. Quick
LEASE AGREEMENT - 8
LESSEE
TELEVAR NORTHWEST, INC.
By: /s/ Xxxxxxx X. XxXxxx
------------------------------------
Its President
By:____________________________________
STATE OF WASHINGTON )
)ss.
County of Chelan )
I certify that I know or have satisfactory evidence that Xxxxx X.
Quick and Cirri A. Quick signed this instrument and on oath acknowledged it
as their free and voluntary act and deed for the uses and purposes
mentioned in the instrument.
DATED this ____ day of _______________, 199___.
By:_________________________________
Notary Public______________________
My Commission Expires:____________
STATE OF WASHINGTON )
)ss.
County of Chelan )
I certify that I know or have satisfactory evidence that Xxxxxxx X.
XxXxxx signed this instrument, on oath stated that he/she/they was/were
authorized to execute the instrument and acknowledged it as the
__________________ and _________________ of
LEASE AGREEMENT - 9
_____________________ to be the free and voluntary act of _________________
for the uses and purposes mentioned in the instrument. DATED this 7th day
of March, 1995.
By: /s/
------------------------------------
Notary Public Wenatchee
My Commission Expires: 10-15-95
LEASE AGREEMENT - 10
