EXHIBIT 10.18
SUBLEASE AGREEMENT
1. PARTIES - This Sublease, dated ___________________ is made between
XxxxXxxxxx.xxx, Inc. with its principal office at 0000 - x00xx Xxxxxx XX,
Xxxxxxxx, XX 00000-0000 (hereinafter referred to as ("Sublessor") and A&M
Warehouses, Incorporated, operating under the laws of the State of
Washington, having its principal office at 0000 X Xxxxxx XX, Xxxxxx,
Xxxxxxxxxx 00000 ("Sublessee")
2. MASTER LEASE - Sublessor is the Lessee under a lease dated November 4,
1996, an Assignment of Lease dated May 14, 1997 and subsequent Assignment
of Lease dated _____________________ wherein Benaroya Capital Company,
L.L.C. ("Lessor") leased to Sublessor the real property described in the
master lease which is attached hereto. Benaroya Capital Company, LLC
("Lessor") leased to Sublessor the real property described in the master
lease which is attached hereto and which is hereby incorporated into this
Sublease as Exhibit A. The Sublessee hereby agrees to abide by all the
terms and conditions of said master lease except for modifications to the
master lease that are agreed to in this Sublease Agreement.
3. PREMISES - Sublessor hereby subleases to Sublessee on the term and
conditions set forth in this Sublease the following portion of the Master
Premises ("Premises") as shown in Exhibit B.
4. WARRANTY BY SUBLESSOR - Sublessor warrants and represents to Sublessee the
Master Lease has not been amended or modified except as expressly set forth
herein, that Sublessor is not now, and as of the commencement of the Term
hereof will not be, in default or breach of any of the provisions of the
Master Lease, and that Sublessor has no knowledge of any claim by Lessor
that Sublessor is in default or breach of any of the provisions of the
Master Lease.
5. TERM - The Term of this Sublease shall commence on July 19, 1999
("Commencement Date"), or when Lessor consents to this Sublease, whichever
shall last occur, and end on February 28, 2007 ("Termination Date"), unless
otherwise sooner terminated in accordance with the provisions of the
Sublease. In the event the Term commences on a date other than the
Commencement Date, Sublessor and Sublessee shall execute a memorandum
setting forth the actual date of commencement of the Term. Possession of
the Premises ("Possession") shall be delivered to Sublessee on the
commencement of the Term. If for any reason Sublessor does not deliver
possession to Sublessee on the commencement of the Term, Sublessor shall
not be subject to any liability for such failure, the Termination Date
shall not be extended by the delay and the validity of this Sublease shall
not be Impaired, but rent shall xxxxx until delivery of Possession. If
Sublessor permits Sublessee to take Possession before the commencement of
the Term, such early Possession shall not advance the Termination Date and
shall be subject to the provisions of the Sublease, including without
limitation the payment of rent.
6. OPTION TO EXTEND - Sublessor hereby grants to Sublessee the option to
extend this Sublease for an additional term of five (5) years commencing on
the first day after the Expiration Date of the initial term (the "Renewal
Term"). Sublessee must exercise the option to extend, if at all, by giving
Sublessor written notice of such exercise not less than eight (8) months
prior to the Expiration of the initial term. Upon the exercise of the
option to extend, the term of this Sublease shall be extended through the
Expiration Date of the Renewal Term on the same terms and conditions as
contained herein, and the Base Rent during the Renewal Term shall be
determined pursuant to Section 33 of the Master Lease.
7. RENT - Base Rent. Sublessee shall pay to Sublessor as base rent, without
deduction (except as provided in Paragraph 8 below), set off, notice, on
demand at 0000 - 000xx Xxxxxx XX, Xxxxxxxx, XX 00000-0000 or at such other
place as Sublessor shall designate from time to time by notice to
Sublessee, $0.343 per month per square foot, from Commencement Date through
February 28, 2002 and $0.394 per cent per month per square foot from March
1, 2002 through February 28, 2007. All payments shall be made in advance on
the first day of each month. Sublessee shall pay to Sublessor upon
execution of this Sublease a sum equal to first months rent and common area
costs that will be applied to the first month's base rent and operating
costs. If the Term begins or ends on a day other than the first or last day
of the month, the rent for the partial months shall be prorated on a per
diem basis. Subsequent to the completion of Sublessor's tenant
improvements, Sublessor and Sublessee will enter into a letter agreement
specifying the exact square footage occupied by each party and the dollar
amount of the monthly rent.
8. RENT CREDIT - As consideration for assignment of Sublessee's lease to
Sublessor, Sublessee is granted a rent credit of $0.014 per month for each
square foot of space occupied by Sublessor. The amount may be deducted from
the monthly rent payment.
9. OPERATING COSTS - Operating Costs, Including but not limited to taxes,
utilities, or insurance; Sublessee shall pay to Sublessor as additional
rents seventeen (17%) percent of the base monthly rent in advance on the
first day of each month. Such provides for the payment by Sublessor of
Operating Costs on the basis of an estimate thereof, then as and when
adjustments between estimated and actual Operating Costs are made under the
Master Lease, the Obligations of Sublessor and Sublessee hereunder shall be
adjusted in like manner. Sublessor shall, upon request of Sublessee,
furnish Sublessee with copies of all statements submitted by Lessor of
actual or estimated Operating Costs during the term.
10. SECURITY DEPOSIT - Sublessee shall deposit with Sublessor upon execution of
this Sublease the sum of $70,500 as security for Sublessee's faithful
performance of Sublessee's obligations hereunder ("Security Deposit"). If
Sublessee fails to pay rent or other charges when due under this Sublease,
or fails to perform any of its other obligations hereunder, Sublessor may
use or apply all or any portion of the Security Deposit for the payment of
any rent or other amount then due hereunder and unpaid, for
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the payment of any other sum for which Sublessor may become obligated by
reason of Sublessee's default or breach, or of any loss or damage sustained
by Sublessor as a result of Sublessee's default or breach. If Sublessor so
uses any portion of the Security Deposit, Sublessee shall, within ten (10)
days after written demand by Sublessor, restore the Security Deposit to the
full amount originally deposited, and Sublessee's failure to do so shall
constitute a default under this Sublease. Sublessor shall not be required
to keep the Security Deposit separate from its general accounts, and shall
have no obligation or liability for payment of interest on the Security
Deposit. In the event, the Sublessor assigns its interest in this Sublease,
Sublessor shall deliver to its assignee, if any, the Sublessee's interest
hereunder.
11. USE OF PREMISES - The Premises shall be used and occupied only for the
operation of public warehouse with associated administrative and
transportation activities, and for no other use or purpose.
12. ASSIGNMENT AND SUBLETTING - Sublessee shall not assign this Sublease or
further sublet all or any part of the Premises without the prior written
consent of Sublessor (and the consent of Lessor, if such is required under
the terms of the Master Lease).
13. OTHER PROVISIONS OF SUBLEASE - All applicable terms and conditions of the
Master Lease are incorporated into and made a part of this Sublease as if
Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and
the Premises the Master Premises, except for the following: prorated
operating cost. Sublessee assumes and agrees to perform the lessee's
obligations under the Master Lease during the Term to the extent that such
obligations are applicable to the Premises, except that the obligation to
pay rent to Lessor under the Master Lease shall be considered performed by
Sublessee to the extent and in the amount rent is paid to Sublessor in
accordance with Section 6 of this Sublease. Sublessee shall not commit or
suffer any act or omission that will violate any of the provisions of the
Master Lease. Sublessor shall exercise due diligence in attempting to cause
Lessor to perform its obligations under the Master Lease for the benefit of
Sublessee. If the Master Lease terminates the Sublease shall terminate and
the parties shall relieved of any further liability or obligation under
this Sublease, provided however, that if the Master Lease terminates as a
result of a default or breach by Sublessor or Sublessee under this Sublease
and/or the Master Lease then the defaulting party shall be liable to the
non-defaulting party for the damage suffered as a result of such
termination. Notwithstanding the foregoing, If the Master Lease gives
Sublessor any right to terminate the Master Lease in the event of the
partial or total damage, destruction, or condemnation of the Master
Premises or the building or project of which the Master Premises are a
part, the exercise of such right by Sublessor shall not constitute a
default or breach hereunder.
14. ATTORNEY'S FEES - If Sublessor, Sublessee, or Broker shall commence an
action against the other arising out of or in connection with this
Sublease, the prevailing party shall be entitled to recover its costs of
suit and reasonable attorney's fees.
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15. NOTICES - All notices and demands by either party shall be made by United
States mail and sent to the address for the parties specified herein.
16. CONSENT BY LESSOR - This Sublease shall be of no force or effect unless
consented to, in writing, by Lessor within ten (10) days after execution
thereof, if such consent is required under the terms of the Master Lease.
17. COMPLIANCE - The parties hereto agree to comply with all applicable
federal, state and local laws, regulations, codes, ordinances and
administrative orders having jurisdiction over the parties, property or the
subject matter of this Agreement, including, but not limited to, the 1964
Civil Rights Act and all amendments thereto, the Foreign Investment in Real
Property Tax Act, the Comprehensive Environmental Response Compensation and
Liability Act, and the American With Disabilities Act.
Sublessor: XxxxXxxxxx.xxx, Inc. Sublessee: A & M Warehouses, Inc.
By: /s/ Xxxxx X. Xxxxxxxxxx By: /s/ Xxxx Xxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx Name: Xxxx Xxxxxxx
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Title: Assistant Secretary Title: President
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Date: June 24, 1999 Date: 7-2-99
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