OFFICE LEASE
EXHIBIT
10.38
THIS
LEASE,
made on
the July
18, 2006,
by and
between Five Pilgrims, LLC, a Washington limited liability company, whose
address is 00000 Xxx-Xxx Xxxx, Xxxxxxxx, Xxxxxxxxxx 00000, hereinafter referred
to as “Lessor’, and Trace
Technologies LLC (a
Nevada Corporation),
hereinafter referred to as “Lessee”.
1. DESCRIPTION:
Lessor,
in consideration of the agreements contained in this Lease, does hereby lease
to
Lessee, upon the terms and conditions hereinafter set forth, that certain space
situated in the Forum Office Building, 12505 Bellevue-Xxxxxxx Road, Bellevue,
in
the State of Washington, the description of which is Suite 105 of the Forum
Office Building as described in Exhibits A and B attached hereto, hereinafter
referred to as “Premises” and incorporated herein by this reference. As shown in
Exhibit B, the Lessee is sharing one of the two offices with Metro Escrow
personnel and will allow them unrestricted access to said office.
The
Rentable Area of the Premises is approximately 829
square
feet, (less the shared office space) and the Rentable Area of the total Building
is approximately 17,713 square feet
2. TERM:
This
Lease shall be for a period of three (3) months, after that the suite will
be
leased on a month to month basis, commencing on the 1st
day of August 2006.
Effective the 1st
day of
August 2006, Trace Technologies LLC will have vacated Suite 201 with no adverse
cost consequences. This lease may be terminated by either party with 30 days
prior notice.
3. BASE
RENTAL:
Lessee
covenants and agrees to pay Lessor rent each month in advance on the first
day
of each calendar month the following rental payments:
Months
1 and on: One thousand thirty six and 00/100 dollars
($1,036.00)
Rent
for
any fractional calendar month, at the beginning or end of the term shall be
the
pro-rated portion of the rent. The
Lessee shall also pay rent for any fractional calendar month at the time of
making the first calendar month payment.
In the
event the described monthly payment is not received by Lessor by 5 P.M. on
the
tenth (10th) day of any month in which the rent is due, Lessor will have the
right to levy a late payment penalty equal to five percent (5%) of the monthly
rent then in effect for each delinquent month of the lease, which, if levied
will immediately be due and will be in addition to the Base Rental.
4. CONSIDERATION:
As
consideration for the execution of this Lease, Lessee agrees to pay to Lessor
the sum of One thousand thirty six and 00/100 dollars ($1,036.00), which
represents the first month’s rent. Lessee shall not be entitled to interest on
the monies deposited as set forth in this paragraph and Lessor shall not be
required to keep these monies separate from its general fund.
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5. SECURITY
DEPOSIT: The Lessor shall continue to hold Lessee’s security/damage deposit for
Suite 201 as
a
Security/Damage Deposit for this Lease. This amount is due prior to taking
occupancy of the premises by Lessee. Said sum shall be held by Lessor as
security for the faithful performance by Lessee of all terms, covenants, and
conditions of this Lease to be kept and performed by Tenant during the term
hereof. If Lessee defaults with respect to any provision of this Lease,
including, but not limited to, the provisions relating to the payment of rent,
Lessor may (but shall not be required to) use, apply or retain all or any part
of this security deposit for the payment of any rent or any other sum in
default, or for the payment Of any amount which Lessor may spend or become
obligated to spend by reason of Lessee’s default, or to compensate Lessor for
any other loss or damage which Lessor may suffer by reason of Lessee’s
default.
If
any
portion of said deposit is so used or applied, Lessee shall within five (5)
days
after written demand therefore, deposit cash with Lessor in an amount sufficient
to restore the security deposit to its original amount and Lessee’s failure to
do so shall be a material breath of this Lease. Lessor shall not be required
to
keep this security deposit separate from the general funds, and Lessee shall
not
be entitled to interest on such deposit. If Lessee shall fully and faithfully
perform every provision of this Lease to be performed by it, the security
deposit or any balance thereof shall be returned to Tenant (or, at Landlord’s
option, to the last assignee of Tenant’s interest hereunder) at the expiration
of the Lease term. In the event of termination of Lessor’s interest in this
Lease, Lessor shall transfer said deposit to Lessor’s successor in
interest.
6. USES:
Lessee
agrees that Lessee will use and occupy the Premises for general office use
only,
and no other purposes.
7. CARE
OF PREMISES:
The
Lessor shall not be called upon to make any improvements or repairs of any
kind
upon the Premises, except for those required for normal maintenance or damage
repair. The Premises shall at all times be kept and used in accordance with
the
laws of the State of Washington, and in accordance with all directions, rules
and regulations of the health officer, fire marshal, building inspector, or
other proper officer of any pertinent and authorized public authority, at the
sole cost and expense of said Lessee, and Lessee will permit no waste, damage
or
injury to the Premises and if damage is caused by Lessee, then Lessee will
repair the damage at Lessee’s own cost and expense including damage caused by
the clogging of the drain within the premises.
8. RULES
AND REGULATIONS:
Lessee
and their agents, employees, servants or those claiming under Lessee will at
all
times observe, perform and abide by all rules and regulations printed on this
instrument, or which may be hereafter promulgated by Lessor, all of which it
is
covenanted and agreed by the parties hereto shall be and are hereby made part
of
this Lease.
9. SERVICES
AND UTILITIES:
Lessor
agrees to furnish to the Premises during reasonable hours of generally
recognized business days, subject to the rules and regulations of the Building
of which the Premises are a part, electricity for normal lighting and fractional
horsepower office machines, heat and air conditioning as required in Lessor’s
judgment for the comfortable use and occupation of the Premises, and janitorial
services.
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Lessee
will not, without written consent of Lessor, use any apparatus or device in
the
Premises, including, but without limitation thereto, electronic data processing
machines, punch card machines, and machines which will in any way increase
the
demand for electricity beyond the generally accepted demand for the use of
the
Premises as general office space; nor connect with electric current except
through existing electrical outlets in the Premises, any apparatus or device,
for the purpose of using electric current. If Lessee shall require water or
electric current in excess of that usually furnished or supplied for the use
of
the Premises as general office space, Lessee shall first procure the written
consent of Lessor, which Lessor may refuse, to the use thereof the Lessor may
cause a water meter or electric current meter to be installed in the Premises,
so as to measure the amount of water and electric current consumed for any
such
use. The cost of any such meters and of installation, maintenance and repair
thereof shall be paid for by the Lessee and Lessee agrees to pay Lessor promptly
upon demand therefore by Lessor for all such water and electric current consumed
as shown by said meters, at the rates charged for such services by the local
public utility furnishing the same, plus any additional expense incurred in
keeping account of the water and electric current so consumed. If a separate
meter is not installed, such excess cost for such water and electric current
will be established by an estimate made by a utility company or electrical
engineer.
10. REPLACEMENTS:
Lessee
will replace at Lessee’s expense, any glass or doors that may be cracked or
broken on said premises by Lessee, its employees, agents, or invitees with
glass
or doors of the same size and quality, with signs thereon, if required, and
Lessee agrees that at the expiration of the said term or sooner termination
of
this Lease, Lessee, without notice, will quit and surrender the said premises
in
good order, condition and repair, damage by reasonable wear and the elements
of
fire excepted, and deliver all keys to said premises to Lessor.
11.
ACCIDENTS: All
personal property on said leased Premises shall be at the risk of Lessee. Lessor
or Lessor’s agents shall not be liable for any damage, either to person or
property, sustained by Lessee or others, caused by any defects now in said
Premises or hereafter occurring therein, or due to the building in which said
Premises are situate, or any appurtenance thereof, becoming out of repair,
or
caused by fire or by bursting or leaking of water, gas, sewer or steam pipes,
or
from any act of neglect of employees, co-tenants or other occupants of said
building, or any other persons, including Lessor or Lessor’s agent, or due to
the happening of any accident from whatsoever cause in and about said building.
Lessee agrees to defend and hold Lessor and Lessor’s agents harmless from any
and all claims for damages suffered in or about the leased Premises by any
person, firm or corporation. However in the event of property damage to the
premises caused by Lessor, or Lessor’s employees, the damage will be paid by
Lessor.
12. ALTERATIONS:
Lessee
shall not make any alterations or improvements in, or additions to said Premises
without first obtaining the written consent of Lessor, and all such alterations,
additions and improvements shall be at the sole cost and expense of Lessee
and
shall become the property of Lessor and shall remain in and be surrendered
with
the Premises as a part thereof at the termination of this Lease, without
disturbance, molestation or injury, unless by prior mutual agreement it may
be
removed as personal property.
13. RESTRICTIONS:
Lessee
will not use or permit to be used in said Premises anything that may be
dangerous to life or limb; nor in any manner deface or injure said building
or
any part thereof; nor overload any floor or part thereof, nor permit any
objectionable noise vibrations or odor to escape or to be emitted from said
Premises, or do anything or permit anything to be done upon said Premises in
any
way tending to create a nuisance or to disturb any other tenant or occupant
of
any part of said building.
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14. ACCESS:
Lessee
will allow and does hereby xxxxx Xxxxxx and/or Lessor’s agents the right of free
access at all reasonable times to said Premises for the purpose of inspection
or
of making repairs, additions or alterations to the Premises or any property
owned by or under control of the Lessor. When reasonably necessary, Lessor
may
temporarily close entrances, doors, corridors, elevators or other facilities
without liability to Lessee by reason of such closures and without such action
by Lessor being construed as an eviction of Lessee or as relieving Lessee from
the duty of observing and performing any of the provisions of this Lease unless
it last longer than four (4) hours during a business day. Lessor shall have
the
right to enter the Premises for the purposes of showing the Premises to
prospective Lessees within the period of ninety (90) days prior to the
expiration or sooner termination of the lease term.
15. ATTORNEYS’
FEES:
Lessee
shall pay to Lessor any attorneys’ fees and costs incurred by Lessor if Lessor
is required to consult with and obtain the services of an attorney in connection
with the breach of any portion of this Lease by Lessee. In the event of
litigation between the parties hereto, declaratory or otherwise, in connection
with or arising out of this Lease, the non-prevailing party shall pay the costs
thereof and attorneys’ fees actually incurred by the prevailing party, which
shall be determined and fixed by the court as part of the judgment. Lessor
and
Lessee agree that they intend by this paragraph to compensate for attorneys’
fees actually incurred by the prevailing party to the particular attorneys
involved at such attorneys’ then normal hourly rates and that this paragraph
shall constitute an instruction to the court that such rate or rates shall
be
deemed reasonable.
16. INSOLVENCY:
If
the
Lessee becomes insolvent, makes an assignment for the benefit of creditors,
or a
receiver is appointed for the business or property of Lessee, it is optional
with the Lessor to terminate this Lease, which termination shall reserve unto
Lessor all of the rights and remedies available under Paragraph 17 hereof,
and
Lessor may accept rent from such assignee or receiver without waiving or
forfeiting said right of termination; that the filing in a court of competent
jurisdiction of a petition seeking to have Lessee adjudged bankrupt shall
automatically forfeit and terminate this Lease and Lessee shall immediately
owe,
and agrees to pay to Lessor, a lump sum equal to the amount that the rental
provided for herein exceeds the reasonable rental value of the Premises for
the
remainder of the term hereof.
17. DEFAULT
AND RE-ENTRY:
If any
rents above or any part thereof shall be and remain unpaid when the same shall
become due for a period often (10) days, or if Lessee shall violate or default
in any of the covenants and agreements herein contained, then the Lessor may
cancel this Lease upon giving the notice required by law, and re-enter said
Premises, but not withstanding such re-entry by the Lessor, the liability of
the
Lessee for the rent provided for herein shall not be extinguished for the
balance of the term of this Lease, and Lessee covenants and agrees to make
good
to the Lessor any deficiency arising from re-entry and re-letting of the
Premises at a lesser rental then herein agreed to. The Lessee shall pay such
deficiency each month as the amount thereof is ascertained by the Lessor. In
the
event it becomes reasonably necessary to make any changes, alterations or
additions to the Premises or any part thereof for the purpose of re-letting
said
Premises or any part thereof, Lessee shall also be responsible for such costs
in
reletting the Premises, including but not limited to, clean up costs and
remodeling to return the space to its original state and condition. Lessee
shall
also be responsible for commissions and advertising in re-letting the
premises.
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In
the
event of any entry in, or taking possession of, the Premises, Lessor shall
have
the right, but not the obligation, to remove from the Premises all personal
property located therein, and may store the same in any place selected by
Lessor, including but not limited to a public warehouse, at the expense and
risk
of the owners thereof, with the right to sell such stored property, without
notice to Lessee after it has been stored for a period of thirty (30) days
or
more, with the proceeds of such sale to be applied to the costs of such sale
and
to the payment of charges for storage and to the payment of any other sums
of
money which may then be due from Lessee to Lessor under any of the terms
thereof.
18. RISK:
All
personal property of any kind or description whatsoever in the demised Premises
shall be at the Lessee’s sole risk and the Lessor shall not be liable for any
damage done to or loss of such property or damage or loss suffered by the
business or occupation of the Lessee arising from any acts or neglect of
co-tenants or other occupants of the building, or of the Lessor or the employees
of the Lessor or of any other persons or from bursting, overflowing or leaking
of water, sewer or steam pipes or from the heating or plumbing fixtures or
from
electric wires, or from gas, or odors, or caused in any other manner whatsoever
except in the case of willful neglect on the part of the Lessor.
19.
INDEMNIFICATION: Lessee
will indemnify and hold harmless Lessor from any claim, liability or suit on
behalf of any person, persons, corporation and/or firm for any injuries or
damages occurring in or about the said Premises or on or about the sidewalk,
stairs or thoroughfares adjacent thereto where said damages or injury was caused
or partially caused by the ordinary or gross negligence or intentional act
of
Lessee and/or by Lessee’s agents, employees, servants, customers or
clients.
20.
CASUALTY:
In the
event the leased Premises are destroyed or rendered wholly untenantable by
fire,
earthquake or other casualty not caused by the negligence of Lessee, this Lease
shall terminate from such time except for the purpose of enforcing rights that
may have then accrued hereunder. The Rent provided for herein shall then be
accounted for by and between Lessor and Lessee up to the time of such injury
or
destruction of the Premises, Lessee paying Rent up to such date and Lessor
refunding Rent collected beyond such date. Should a portion of the Premises
thereby be rendered untenantable, the Lessor shall have the option of either
repairing such injured or damage portion or terminating this Lease. In the
event
Lessor exercises its right to repair such untenantable portion, the Rent shall
xxxxx in the proportion that the injured parts bears to the whole leased
Premises, and such part so injured shall be restored by the Lessor as speedily
as practicable, after which the full rent shall recommence and the Lease
continue according to its terms.
21. SUBORDINATION:
This
Lease and all interest and estate of Lessee hereunder is subject to and is
hereby subordinated to all present and future first mortgages and deeds of
trust
affecting the demised Premises of the property of which said Premises are a
part. The Lessee agrees to execute at no expense to the Lessor, any instrument
which may be deemed necessary or desirable by the Lessor to further effect
the
subordination of this Lease to any such first mortgage or deed of
trust.
22. SIGN
RESTRICTION: No
sign,
picture, advertisement or notice shall be displayed, inscribed, painted or
affixed to any of the glass or woodwork of the building demised without the
prior written consent of Lessor, which consent will not be unreasonably
withheld.
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23. LOCKS:
New
locks
shall be placed upon the entrance to the Premises. Keys will be furnished to
each door lock. At the termination of the Lease, Lessee shall surrender all
keys
to the Premises whether paid for or not In the event that the Lessee fails
to
return all keys to the Lessor or his designee, Lessee shall bear all expenses
associated with the necessary lock changes to the Premises.
24. WEIGHT
RESTRICTIONS:
Safes,
furniture or bulky articles may be moved in or out of said Premises only at
such
hours and in such manner as will least inconvenience other tenants, which hours
and manner shall be at the discretion of Lessor. No safe or other article of
over 2,000 pounds shall be moved into the Premises without the consent of
Lessor, and Lessor shall have the right to locate the position of any article
of
weight in the Premises as is reasonably necessary.
25. WAIVER
OF SUBROGATION:
Notwithstanding anything contained herein to the contrary, in the event of
loss
or damage to the building, the leased Premises and/or any contents herein,
each
party shall look first to any insurance in its favor before making any claim
against the other party; and to the extent possible without additional cost,
each party shall obtain for each policy of such insurance, provisions permitting
waiver of any claim against the other party for loss or damage within the scope
of the insurance company, and each party, to such extent permitted for itself
and its insurers, waives all such insured claims against the other
party.
26.
KEY: Lessor
or
his agent may retain a pass key to said premises to enable him to examine the
Premises from time to time with reference to any emergency or to the general
maintenance or repairs of said Premises.
27. TELEPHONE
SERVICE:
If
Lessee desires telephonic or any other electric connection, Lessor will direct
the electricians as to where and how the wires are to be introduced and without
Such directions no boring or cuffing for wires or installation thereof will
be
permitted.
28. ADDITIONAL
RESTRICTIONS:
The
Premises shall not be used for lodging or sleeping, and no animals or birds
will
be allowed in the building without prior written consent of Lessor.
29. SOLICITORS:
Lessor
will make an effort to keep solicitors out of the building, and Lessee will
not
oppose Lessor in his attempt to accomplish this end.
30. SERVICE:
In the
event of any lack of attention on the part of Lessor and any dissatisfaction
with the service of the building, or any unreasonable annoyance of any kind,
Lessee is requested to make complaints to the property management office. Lessee
is further requested to remember that Lessor is as desirous as Lessee that
a
high grade service be maintained, and that the Premises be kept in a state
to
enable Lessee to transact business with the greatest possible ease and comfort;
the rules and regulations are not made to unnecessarily restrict Lessee, but
to
enable Lessor to operate the building to the best advantage of both parties
hereto. To this end Lessor shall have the right to waive from time to time
such
part or parts of these rules and regulations as in his judgment may not be
necessary for the proper maintenance of the building or consistent with good
service, and may from time to time make such further reasonable rules and
regulations as in his judgment may be needful for the safety, care and
cleanliness of the Premises and for the preservation of order
therein.
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31. BINDING
EFFECT: The
parties hereto further agree with each other that each of the provisions of
this
Lease shall extend to and shall, as the cause may require, bind and inure to
the
benefit, not only of Lessor and Lessee, but also of their respective heirs,
legal representatives, successors and assigns. It is also understood and agreed
that the terms “Lessor” and “Lessee” and verbs and pronouns in the singular
number are uniformly used throughout this Lease regardless of gender, number
or
fact or incorporation of parties hereto. The type-written riders or supplemental
provisions, if any, attached or added hereto are made a part of this Lease
by
reference. It is further mutually agreed that no waiver by Lessor of a breach
by
Lessee of any covenant or condition of this Lease shall be constructed to be
a
waiver of any succeeding breach of the same or any other covenant or
condition.
32. PROPERTY
TAXES:
Lessee
shall pay, or cause to be paid, before delinquency, any and all taxes levied
or
assessed and which become payable during the term hereof upon all Lessee’s
leasehold improvements, equipment, furniture, fixtures and personal property
located upon the Premises, except that which has been paid for by Lessor, and
is
the standard of the Building. In the event any or all of the Lessee’s leasehold,
equipment, furniture, fixtures and personal property shall be assessed and
taxed
with the building, Lessee shall pay to the Lessor with a statement in writing
setting forth the amount of such taxes applicable to Lessee’s
property.
33. HOLDING
OVER:
If
Lessee should remain in possession of the Lease Premises after the expiration
of
the term of this Lease, without the execution by Lessor and Lessee of a new
Lease, then Lessee shall be deemed to be occupying the Leased Premises as a
tenant-at-sufferance, subject to all the covenants and obligations of this
Lease
and at a daily rental of one and one half (1.5) times the per day rental
provided hereunder, computed on a basis of a thirty -(30) day
month.
If
any
property not belonging to Lessor remains at the Leased Premises after the
expiration on the term of this Lease, Lessee hereby authorizes Lessor to make
such disposition of such property as Lessor may desire without liability for
compensation or damages to Lessee in the event that such property is the
property of Lessee. In the event that such property is the property of someone
other than Lessee, Lessee agrees to indemnify and hold Lessor harmless from
all
suits, actions, liability, loss, damages, and expenses in connection with or
incident to any removal, exercise of dominion over, and /or disposition of
such
property by Lessor.
34.
PRIOR WRITTEN APPROVAL: Wherever
the term “prior written approval” is utilized in this Lease, or wherever the
consent of Lessor is required, it shall be interpreted to mean that such consent
or prior written approval shall not be unreasonably withheld.
35. NO
REPRESENTATIONS: Lessor
has made no representations or promises except as contained herein or in some
further writings signed by Lessor.
36.
QUIET ENJOYMENT.
Lessor
covenants that if and so long as Lessee pays the rent and performs the covenants
contained in this Lease, Lessee shall hold and enjoy the Premises peaceable
and
quietly, subject to the provisions of this Lease.
37. DELIVERY
OF RENT PAYMENTS:
Lessee
is to deliver monthly lease payments to the on-site property manager’s suite, or
the Lessor’s designee, unless otherwise directed by the Lessor.
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38. LIABILITY
INSURANCE:
Lessee
shall, at Lessee’s expense, obtain and keep in force during the term of this
Lease a policy of comprehensive public liability insuring Lessor and Lessee
against any liability arising out of the ownership, use, occupancy or
maintenance of the Premises and all areas appurtenant thereto. The limit of
said
insurance shall not, however, limit the liability of the Lessee hereunder.
Such
policy or policies must either name Lessor as an additional insured or contain
a
protective liability endorsement in Lessor’s favor. Lessee may carry said
insurance under a blanket policy, providing, however, said insurance by Lessee
shall have a Lessor’s protective liability endorsement attached
thereto.
If
Lessee
shall fail to procure and maintain said insurance, Lessor may, but shall not
be
required to, procure and maintain same, but at the expense of the Lessee, with
any expenses incurred by Lessor in connection therewith being reimbursed to
the
Lessor by the Lessee within five (5) days from written demand therefor.
Insurance required hereunder, shall be in companies rated A+ or AAA or better
in
“Best’s Insurance Guide.” Lessee shall deliver to Lessor prior to occupancy of
the Premises copies of policies of liability insurance required herein or a
certificate or certificates of insurance evidencing the existence and amounts
of
such insurance. The combined single limits on such policy or policies shall
be
not less than $1,000,000.00. No policy shall be cancelable or subject to
reduction of coverage unless Lessee obtains prior written approval, to do so,
from Lessor. Lessor reserves the right from time to time to amend the insurance
requirements set forth herein, in its sole reasonable discretion, and shall
provide Lessee with written notice thereof.
39. RELOCATION:
Lessee
agrees that Lessor may relocate Lessee to other space in the Building containing
at least the same amount of Rentable Area as contained in the Leased Premises,
provided that the costs of relocating Lessee and the costs of altering the
new
space making it comparable to the Leased Premises is borne by Lessor, if Lessee
agrees to said space.
40. ESTOPPEL
CERTIFICATES: Lessee
shall, from time to time, upon written request of Lessor, execute, acknowledge
and deliver to Lessor a written statement certifying that this Lease is
unmodified and in full force and effect (or that the same is in full force
and
effect as modified, listing the instruments of modification), that the Rent
and
other charges have not been paid more than one month in advance (or if so paid,
the dates to which paid) and whether or not to the best of Lessee’s knowledge
Lessor is in default hereunder (and if so, specifying the nature of the
default), it being intended that any such statement delivered pursuant to this
paragraph may be relied upon by a prospective purchaser of Lessor’s interest or
a mortgagee, of Lessor’s interest or assignee of any mortgage upon Lessor’s
interest or a mortgagee of Lessor’s interest or assignee of any mortgage upon
Lessor’s interest in the Building. If Lessee shall fail to respond within ten
(10) business days of receipt by Lessee of a written request by Owner as herein
provided, Lessee shall be deemed t have given such certificates as above
provided without modification.
41.
OPERATING EXPENSE ADJUSTMENTS.
For the
purposes of this paragraph the following terms are defined as
follows:
Base
Year:
The
Calendar year in which this lease term commences is 2006.
Comparison
Year:
Each
calendar year of the term after the Base Year.
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Operating
Expenses:
All
costs of operation and maintenance, and shall include the following costs by
way
of illustration, but not limited to: real property and personal property taxes
and assessments; gross receipt taxes; water and sewer charges; insurance
premiums; janitorial services; labor; costs incurred in the management of the
Building; air conditioning and heating; supplies; materials; equipment; tools;
and maintenance costs and upkeep of all parking and common areas (‘Operating
Expenses” shall not include depreciation on the building of which the Premises
are a part or equipment therein, loan payments, tenant improvements (except
for
repairs to tenant improvements), executive salaries or real estate brokers’
commissions).
If
the
Operating Expenses paid or incurred by the Lessor for the Comparison Year,
on
account of the operation or maintenance of the building of which the Premises
are a part, are in excess of the Operating Expenses paid or incurred for the
Base Year (hereafter described as “the increase”), then Lessee shall pay 0.0% of
the increase. This percentage is that portion of the total rentable area of
the
building occupied by the Lessee hereunder. Lessor shall endeavor to give to
Lessee, on or before the first day of March of each year following the Base
Year
(and each respective Comparison Year), a statement of “the increase” payable by
Lessee hereunder. Failure by Lessor to give such statement by said date shall
not constitute a waiver by Lessor of its right to require an increase in rent.
The statement will show an estimate of the projected increase (“the increase”)
which will be billed as twelve monthly installments, for the Comparison Year,
and which will be added to the monthly rent. The monthly installments for the
months prior to delivery of the statement, will be billed as one lump sum,
and
set forth in the statement. All remaining monthly installments will be due
and
payable with each monthly rental payment.
If,
at
the end of the first Comparison Year, “the increase” is determined to be greater
than the estimated charges previously billed, then this increase shall be billed
for the subsequent Comparison Year. Conversely if “the increase” is determined
to be less than the increase previously billed then a credit for this amount
will be deducted for xxxxxxxx for the subsequent Comparison Year. “The increase”
for all subsequent Comparison Years, will be administered (billed) in the same
manner as for the first Comparison Year (as described above.) Lessee may review
Landlord’s operating statements in Landlord’s office.
Even
though the term has expired and Lessee has vacated the Premises, when the final
determination is made of Lessee’s share of Operating Expenses for the year in
which this Lease terminates., Lessee shall immediately be billed, and will
pay
to the Lessor any increase due over the estimated expenses paid Conversely
any
overpayment made shall be immediately rebated by Lessor to Lessee. In the event
of an increase, Lessor will have the option of deducting a reasonable sum from
the Security Deposit to cover the amount of increase. Notwithstanding anything
contained in this paragraph the rental payable by Lessee shall in no event
be
less than the rent specified in paragraph 3 hereinabove.
42.
LEGAL/TAX.
No
representation or recommendation is made by the real estate broker or its agents
or employees as to the legal sufficiency, legal effect, or tax consequences
of
this Lease or the transactions relating thereto.
43.
EMINENT DOMAIN.
If the
whole of the Leased Premises is acquired or condemned by eminent domain for
any
public or quasi-public use or purpose, then the term of this Lease shall cease
and terminate as of the date title or possession is transferred in such
proceeding, which ever shall first occur, and all rentals shall be paid up
to
that date and Lessee shall have no claim against Lessor for the value of any
unexpired term of the Lease.
-9-
If
any
part of the leased premises or the property is acquired or condemned by eminent
domain for any public or quasi-public use or purpose and in the event that
such
partial taking or condemnation renders the Leased Premises unsuitable for the
business of the Lessee, then the term of this Lease shall cease and terminate
as
of the date title or possession shall be transferred is such proceeding
whichever occurs first and Lessee shall have no claim against Lessor for the
unexpired term of this Lease. In the event of a partial taking or condemnation
which is not extensive enough to render the premises unsuitable for the business
of the Lessee then Lessor shall promptly restore the Leased Premises to a
condition comparable to its condition at the time of such condemnation less
the
portion lost in the taking, and this Lease shall continue in full force and
effect.
In
the
event of any condemnation or taking as herein before provided, whether whole
or
partial, the Lessee shall not be entitled to any part of the award, as damages
or otherwise for such condemnation, and Lessor is to receive the full amount
of
such award, the Lessee hereby waiving any right of claim to any part
thereof.
Although
all damages in the event of any condemnation are to belong to the Lessor whether
such damages are awarded as compensation for diminution in value of the
leasehold or to the fee, Lessee shall have the right to claim and recover from
the condemning authority, but not from the Lessor, such compensation as may
be
separately awarded or recoverable by Lessee in its own right on account of
any
and all damage to its business for or on account of any cost or loss to which
Lessee might be put in removing its merchandise, furniture fixtures, leasehold
improvements and equipment, as well as relocation expenses.
44. SUBLETTING
AND ASSIGNMENT. Lessee
shall not sublet, assign, or transfer the premises in whole or in part without
Lessor’s consent which consent shall not be unreasonably withheld. The making of
any Sublease shall not release Lessee from, or otherwise affect in any manner
any of the Lessee’s obligations under the Lease Agreement. Any Sublease without
Lessor’s consent shall be void and shall, at the option of Lessor, terminate
this Lease. Tenant shall pay Lessor that portion of Subtenant rent which exceeds
Lessee’s rent for that space.
IN
WITNESS WHEREOF, the parties hereof have executed this Lease the day and year
first written above.
ACKNOWLEDGED
AND AGREED:
|
ACKNOWLEDGED
AND AGREED:
|
LESSOR
|
LESSEE
|
Five
Pilgrims, LLC
|
Trace
Technologies LLC
|
By:
|
/s/
Xxxxxx XxxXxxxxxx
|
By:
|
/s/
Xxxxxxx Xxxxxxx
|
|
Its:
|
President
|
Its:
|
President
|
|
Date:
|
8/11/06
|
Date:
|
7-26-06
|
-00-
XXXXXXXXX
XXXXXXXXXXXXXXX
XXXXX
XX
Xxxxxxxx
)
)
ss.
County
of
Xxxxxxx )
On
this
day personally appeared before me Xxxxxxx
Xxxxxxx
to me
known to be or proven with satisfactory evidence to be the President of
Trace
Technologies, LLC.
The
corporation that executed the foregoing instrument acknowledged to me that
they
signed the same as their free and voluntary act and deed for the purposes
therein mentioned and on oath stated that he is authorized to execute the said
instrument for said corporation.
Given
under my hand and official seal this 26th
day
of
July,
2006.
[NOTARY
SEAL]
|
/s/ Xxxxx
Xxxxxx
|
|
Residing
at
Omaha,
NE
|
||
My
commission
expires
Sept 28,
2007
|
-11-
EXHIBIT
A
THE
FORUM
OFFICE BUILDING
00000
Xxxxxxxx-Xxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxxxx 00000
Legal
Description:
Beginning
at the Northeast corner of Lot 4 as recorded in Kietz’ Home Acres, Volume 47,
Page 83, records of King County, Washington; thence South 0 20’48” West along
the East line of said Lot 4, 287.29 feet; thence parallel with the North line
of
Xxx 0 XXXXX 00 00’00” Xxxx 182.75 feet; thence North 0 20’48” East 287.29 feet
to the North line of Lot 4; thence North 71 56’10” East and following along the
North line of Lot 4, 182.75 feet to the point of beginning, containing 50,000
square feet.
Roadway
Easement:
Said
easement consisting of a strip of land 25 feet in; width lying 12.5 feet on
each
side of the following described centerline:
Commencing
at the Northeast corner of Lot 4 as recorded in Kietz’ Home Acres, Volume 47,
Page 83, records of King County, Washington; thence South 0 20’48” east 287.29
feet to the North Line of Lot 4 and terminus of said centerline description;
extending or shortening exterior margins of said easement to terminate at the
North line of said Xxx 0.
-00-
XXXXXXX
X
[GRAPHIC
OF LAYOUT OF OFFICE SPACE]
Suite
105
-13-
FORUM
OFFICE BUILDING RULES AND REGULATIONS
1) The
building will be open during normal business hours, Monday through Friday,
from
approximately 7:00 AM to 6:30 PM. the building Lessees will open building entry
doors when they arrive each morning and Lessor will have building entry doors
locked each evening at approximately 6:30 PM, Monday through Friday. Lessee
shall be responsible for locking and securing the teased Premises. If Lessee
enters or leaves the Premises after the building is locked, Lessee shall re-lock
entry doors in order to maintain security for the building. In the event
patrons, clients, invitees, etc. visit Lessee, or Lessee’s employees or
associates, during non-business hours, Lessee will meet the patron, client
or
invitee at a specified building entry door, unlock the door and allow the
person, or persons, access to the Building, relock the entry door and accompany
the patron, client or invitee to Lessee’s premises, in order to maintain
security for the Building. Lessee will implement the foregoing procedure in
reverse when the patron, client or invitee leaves the Building.
2) Lessee
shall not erect or install or otherwise utilize signs or other advertising
or
decorative matter on the windows, walls and exterior doors, or areas otherwise
visible from the exterior of the Premises without first submitting its plans
to
Lessor and obtaining Lessor’s written approval.
3) No
additional locks shall be placed upon any doors of the Premises. Lessor must
have access to all of the Premises in case of emergency. Lessee, upon the
termination of the tenancy, shall deliver to the Lessor all keys to the
Premises.
4) Lessor
will not be responsible for loss or damage to any furniture, freight, supplies
or equipment of any kind brought into or removed from the Building. All damage
done to the Building by moving or maintaining any of such items shall be
repaired at the expense of Lessee.
5) Lessee
will not use or permit to be used in the Building anything that will increase
the rate of insurance on the Building or any part thereof; nor anything that
may
be dangerous to life or limb; nor in any manner deface or injure the Building
or
any part thereof; nor do anything or permit anything to be done upon the
Premises in any way tending to create a nuisance or to disturb any other tenant
or occupant of any part of the Building; and Lessee, at Lessee’s expense, will
comply with all health, fire and police regulations which apply to the
Premises.
6) Lessee
shall not xxxx, drive nails, screw or drill into woodwork or plaster, or paint
or in any way deface the Building or any part thereof. The expense of remedying
any breakage, damage or stoppage resulting from a violation of this rule shall
be born by Lessee.
7) No
smoking is permitted inside the Building.
8) The
entrances, corridors and stairways of the Building shall not be obstructed
by
Lessee, or used for any other purpose than ingress or egress to and from
Lessee’s suite.
9) Lessor
reserves the right to make such other and further reasonable regulations as
in
its judgment may from time to time be needed or desirable for the safety, care
and cleanliness of the Premises, the Building, the Real Property and the
preservation of good order therein.
-14-