Exhibit 10.80
Commercial Lease
-------------------------------------------------------------------------------
THIS LEASE is made this 6th day of July 2001 between Simon-Marten, LLC herein
called "Lessor", and Insynq, Inc. herein called "Lessee".
1. WITNESS: The Lessor does hereby lease to lessee, and lessee does hereby
lease from Lessor certain premises commonly known as: 1127 Broadway
Plaza, Suite 10, Tacoma, WA 98402 described as follows: Lots 12, 13 and
14 in block 1105 of map of New Tacoma, Washington Territory, according to
plat filed for record February 3, 1875, in Tacoma, Pierce County,
Washington.
2. TERM: The term of this Lease shall commence on August 1st, 2001 for a
period of three years and shall terminate on July 31, 2004. If lessee
does not either renew or terminate this lease at the end of the lease
period then the term of the lease shall continue on a month to month basis
with all terms and conditions of this lease remaining in effect until such
time as either party in interest terminates the lease with 30 days notice.
Specific terms of the month-to-month lease may be modified on 30 days
notice.
3. RENT: Lessee covenants and agrees to pay Lessor, at Lessor's address,
Simon Marten, LLC, 3212 Hunter Blvd. S., Seattle, WA 98144, or to such
other party or at such other place as Lessor may hereafter designate,
monthly rent in the amount of one thousand six hundred dollars. Any
rental payments received five or more days after the beginning date of
each rental period will be subject to a service charge of one hundred
dollars. Each year that the lease remains in effect after the first full
year, tenant shall pay to Lessor an increase proportionate to the United
State Department of Labor, Bureau of Labor Statistics, Consumer Price
Index, U.S. City average for all urban consumers or any subsequent index
that replaces it.
4. SECURITY DEPOSIT: As partial consideration for the execution of this
Lease, Lessee has paid to Lessor the sum of one thousand six hundred
dollars, the receipt of which is hereby acknowledged. If Lessee shall
default with respect to any covenant or condition of this Lease, including
but not limited to the payment of basic or additional rent, Lessor may
apply all or any part of such deposit to the payment of any sum in default
or any other sum which Landlord may be required to spend or incur by
reason of Lessee's default. Within three (3) days after notice in writing
as given by Lessor to Lessee of such application, Lessee shall deposit
with Lessor the amount applied so that the security deposit shall be
restored to the above amount. If Lessee shall have fully complied with
all of the covenants and conditions of this Lease, Lessor shall return
security deposit within seven days of completion of the lease. Lessor may
commingle the security deposit with other funds and lessee shall not be
entitled to interest or other return hereon.
5. BUSINESS PURPOSE: The premises are to be used for office/administrative
purposes and for no other business ore purpose without the written consent
of Lessor. The Lessee shall not use the premises for illegal purposes.
The Lessee agrees that no stock of goods will be carried, or anything done
in or about the premises which will increase the present rate of
insurance, provided, however, if the Lessee shall engage in such business
with the consent of the Lessor, which business shall increase insurance
rates, Lessee shall pay such increase.
6. UTILITIES AND FEES: Lessee agrees to pay all charges for light, heat,
garbage, sewer and water. In the event that the utilities are charged to
the building as a whole then the lessee will pay upon demand its proper
and fair share of said charges.
7. TAXES AND INSURANCE: In addition to the rent provided in paragraph 3,
Lessee agrees to pay the prorated share of real estate taxes and insurance
and assessments applicable to the premises, which are due and payable
during the term of this Lease or any extension hereof. Should there
presently be in effect or should there be enacted during the term of this
Lease any law, statute or ordinance levying and tax (other than Federal or
State income taxes) upon rents. Lessee shall pay such tax or shall
reimburse Lessor on demand for any such taxes paid by Lessor.
8. REPAIRS: The premises have been inspected and are accepted by Lessee in
their present condition, and Lessee will at times keep the premises neat,
clean and in a sanitary condition. Lessee will replace any glass of all
windows and doors as may become cracked or broken. Except for reasonable
wear and tear and damage by unavoidable casualty, Lessee will at times
preserve said premises in as good repair as they now are or may hereafter
be put to. All repairs shall be Lessee's sole cost and expense, except
outside walls, roof and foundation. Lessee agrees that at the expiration
or sooner termination of the lease, Lessee will quit and surrender the
said premises without notice, and in a neat and clean condition, and will
deliver up all keys belonging to said premises to the Lessor or Lessor's
agent.
9. NOTICES: Any notice required to be served in accordance with the terms of
this lease, shall be sent by mail, the notice from the Lessee to be sent
to the Lessor, and the notice from the Lessor to be sent to Lessee at the
leased premises.
10. SIGNS: All signs or symbols placed in the windows or doors of the
premises, or upon any exterior part of the building by the Lessee shall be
subject to the approval of the Lessor. Any signs so placed on the
Premises shall be so placed upon the understanding and agreement that
Lessee will remove same at the termination of the tenancy herein created
and repair any damage or injury to the premises caused thereby, and if not
so removed by Lessee then Lessor may have same so removed at Lessee's
expense.
11. ALTERATIONS: Lessee shall not make any alterations, additions or
improvements in said premises, without the prior written consent of
Lessor, and all alterations, additions and improvements which shall be
made, shall be at the sole cost and expense of Lessee, and shall become
the property of the Lessor, and shall remain in and be surrounded with the
premises as a part thereof the termination of this lease, without
disturbance, molestation or injury. If the Lessee shall perform work with
the consent of the Lessor, as aforesaid, Lessee agrees to comply with all
laws, ordinances, rules and regulations of the applicable city or any
other authorized public authority. The Lessee further agrees to save the
Lessor free and harmless make alterations to the premises and to the
building in which the premises are situated and Lessor shall not be liable
for any damage which Lessee might suffer by reasons of such undertaking.
12. DEFAULT & RE-ENTRY: If Lessee shall fail to keep and perform any of t he
covenants and agreements herein contained, other than the payment of rent,
and such failure continues for thirty (30) days after written notice from
Lessor, unless appropriate action has been taken by Lessee in good faith
to cure such failure, Lessor may terminate the Lease and re-enter the
premises, or Lessor may, without terminating this Lease, re-enter said
premises, and sublet the whole or any part thereof for the account of the
Lessee upon as favorable terms and conditions as the market will allow for
the balance of the term of this Lease and Lessee covenants and agrees to
pay to Lessor any deficiency arising from a reletting of the premises at a
lesser amount than herein agreed to. Lessee shall pay such deficiency
each month as the amount thereof is ascertained by Lessor. However, the
ability of Lessor to re-enter and sublet shall not impose upon Lessor the
obligation to do so.
13. COST & ATTORNEY'S FEES: If by reason of any default or breach on the
party of either party in the performance of any of the provisions of this
Lease, a legal action is instituted, the losing party agrees to pay all
reasonable costs and attorney's fees in connection therewith. It is
agreed that the venue of any legal action bought under the terms of this
Lease must be in the country in which premises are situated.
14. NON-WAIVER OF BREACH: The failure of the Lessor to insist upon strict
performance of any of the covenants and agreements of this lease, or to
exercise any option herein conferred in any one or more instances, shall
not be construed to be a waiver or relinquishment of any such, or any
other covenants or agreements, but the same shall be and remain in full
force and effect.
15. REMOVAL OF PROPERTY: In the event of any entry in, or taking possession
of, the leased premises as aforesaid, the Lessor shall have the right, but
not the obligation, to remove from the leased 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, the proceeds of such sale to be applied first
to the cost of such sales, second to the payment of the charges for
storage, if any, and third to the payment of any other sums of money which
may then be due from Lessee to Lessor under any of the terms hereof, the
balance, if any, to be paid to Lessee.
16. HEIRS AND SUCCESSORS: Subject to the provisions hereof pertaining to
assignment to assignment and subletting the covenants and agreement of
this lease shall be binding upon the heirs, legal representatives,
successors and assigns of any or all of the parties hereto.
17. SUBORDINATION: Lessee agrees that this Lease shall be subordinate to any
mortgages or deeds of trust, placed on the premises or property.
18. COMMON AREAS: If the premises are part of a building occupied by other
tenants, Lessee agrees to conform to Lessor's rules and regulations
pertaining to the parts of the building that are in common use by tenants.
19. CONDEMNATION: In the event a substantial part of the premises is taken by
the right of eminent domain, or purchased by the condemnor, in lieu
thereof, so as to render the remaining premises untenantable, then the
lease shall be canceled as of the time of taking at the option of either
party. In the event of a partial taking which does not render the premise
untenantable, the rent shall be reduced in direct proportion to the
taking. Lessee shall have no claim to any portion of the compensation for
the taking of the land or building.
20. LIENS AND INSOLVENCY: Lessee shall keep the leased premises and the
property in which the leased premises are situated, free from any liens
arising out of any work performed, materials furnished or obligations
incurred by Lessee. In the event Lessee becomes insolvent, voluntarily or
involuntarily bankrupt, or if a receiver, assignee or other liquidating
officer is appointed for the business of the Lessee, then the Lessor may
cancel this lease at Lessor's option.
21. SUBLETTING OR ASSIGNMENT: Lessee shall not sublet or assign the premises
without the Landlord's prior written consent, which consent shall not be
unreasonably withheld.
22. ACCESS: Lessor shall have the right to enter the premises at all
reasonable times as defined by normal business hours for the purpose of
inspection or of making repairs, additions or alterations, and to show the
premises to prospective tenants for sixty (60) days prior to the
expiration of the Lease term. In case of emergency Lessor will attempt to
contact Lessee, if no contact is possible, Lessor may enter space.
23. POSSESSION: In the event of the inability of Lessor to deliver possession
of the premises, or any portion thereof, at the time of the commencement
of the term of this lease, neither Lessor nor Lessor's agent shall be
liable for any damage caused thereby, nor shall this lease thereby become
void or voidable, nor shall the term herein specified be in any way
extended, but in such event, Lessee shall not be liable for any rent until
such time as Lessor can deliver possession. If the Lessor shall deliver
possession of the premises to the Lessee prior to the commencement date of
this lease, Lessee agrees to accept same at such time and both Lessor and
Lessee agree to be bound by all of the provisions and obligations
hereunder during such prior period, except that no rental shall be payable
for such prior period.
24. DAMAGE OR DESTRUCTION: In the event the premises are rendered
untenantable in whole or in part by fire, the elements, or other casualty,
Lessor may elect, at its option, not to restore or rebuild the premises
and shall so notify Lessee, in which even Lessee shall vacate the premises
and this Lease shall be terminated; or, in the alternative, Lessor shall
notify Lessee, within thirty 930) days after the notice of such casualty,
that Lessor will undertake to rebuild or restore the premises, and that
such work can be completed within one hundred eighty (180) days from date
of such notice of intent, and Lessee may elect, as its option, to
terminate the lease. If Lessor is unable to restore or rebuild the
premises within the said one hundred eighty (180) days, and Lessee did not
earlier elect to terminate, then the Lease may be terminated at Lessee's
option by written ten (10) days notice to Lessor. During the period of
untentability, rent shall abate in the same ration as the portion of the
premises rendered untenantable bears to the whole of the premises.
25. ACCIDENTS AND LIABILITY: Lessor or its agent shall not be liable for, and
Lessee agrees to defend and hold Lessor and its agents harmless from, any
claim, action and/or judgment for damages to property or injury to persons
suffered or alleged to be suffered on the premises by any person, firm or
corporation, unless caused by Lessor's negligence.
Lessee agrees to maintain public liability insurance on the premises in
the minimum limit of $25,000 for property damage and in the minimum of
$10,000/$300,000 for bodily injuries and death, and shall name Lessor as
an additional insured. Lessee shall furnish Lessor a certificate
indicating that the insurance policy is in full force and effect, the
Lessor has been named as an additional insured, and the policy may not be
cancelled unless ten (10) days prior written notice of the proposed
cancellation has been given to Lessor.
26. SUBROGATION WAIVER: Lessor and Lessee each herewith and hereby releases
and relieves the other and waives its entire right of recovery against the
other for loss or damage rising out of or incident to the perils described
in standard fire insurance policies and all perils described in the
"Extended Coverage" insurance endorsement approved for use in the state
where the premises are located, which occurs in, on or about the premises,
unless due to the negligence of either party their agents, employees or
otherwise.
27. DISTURBANCE: In the event of disturbance to the business interest of the
other occupants on the other floors of the building caused by the
operation of the Lessee's business, Lessee agrees t o abide by reasonable
rules as may be required to be made by the Lessor.
28. TIME IS OF THE ESSENCE in the interpretation of this lease.
29. RIDERS
Lessor will build a hallway dividing office from break room.
Lessor will build conference room with sliding glass doors.
Lessor ensures adequate heat and air-conditioning.
Lessor will enclose office with standard wall.
Lessor will provide standard plumbing and cabinets to break room.
Lessor will remove pegboard and repair/replace walls as needed with the
exception of breaker wall.
Lessor will paint interior space.
Doors to storage areas to be purchased and installed by Lessor.
Rear bathroom to be enclosed.
Simon Martin, LLC. By: Lessee: InsynQ, Inc.
/s/ Stuart Simon /s/ John P. Gorst
---------------- -----------------
Stuart Simon John P. Gorst
Manager, Simon Marten, LLC President/CEO
===============================================================================