Exhibit 10.1.10
GROUND LEASE AGREEMENT
(With Purchase
Option)
THIS GROUND LEASE AGREEMENT
(this “Lease”) is made
and entered into effective February 1, 2005, by and between STEPHEN
E. ROUSE and DARLENE R. ROUSE, as Trustees of the ROUSE FAMILY
TRUST (“Lessor”), and INLAND NORTHWEST BANK, a
Washington State-chartered financial institution
(“Lessee”).
Lessor, for and in consideration of the rents
herein reserved and the terms, covenants and conditions herein
expressed on the part of Lessee, hereby leases to Lessee, and
Lessee, for and in consideration of the terms, covenants and
conditions herein expressed on the part of Lessor, hereby leases
from Lessor, the unimproved real property located at 101 and 107 E.
Ermina in Spokane, Washington, consisting of approximately 28,400
gross square feet, together with all easements, privileges, access
rights and appurtenances thereto (the “Property”),
legally described as:
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LOTS 7, 8, 9
AND 10, BLOCK 33, HEATH’S THIRD ADDITION, ACCORDING TO PLAT
RECORDED IN VOLUME “A” OF PLATS, PAGE 66, IN THE CITY
OF SPOKANE, SPOKANE COUNTY, WASHINGTON.
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1. TERM. Lessor leases the Property, unto Lessee
beginning February 1, 2005 (the “Commencement Date”)
and, unless Lessee elects Early Termination, continuing for a
period of fifteen (15) years beyond the Full Rent Date, as further
described herein (the “Term”). So long as Lessee is not
in default under this Lease, Lessee shall have the option to
re-lease the Property for five (5) additional five (5) year
periods, if Lessee provides written notice(s) of election to Lessor
of such option(s) on or before one hundred eighty (180) days prior
to the expiration of the then current Term. The “Term”
shall include any additional period of time associated with the
option(s), if elected.
2. EARLY TERMINATION. Lessee shall have the period from the
Commencement Date to May 1, 2005 during which to conduct
Lessee’s due diligence. If Lessee determines, for any reason,
during the due diligence period that Lessee wishes to terminate
this Lease, Lessee shall provide Lessor written notice thereof on
or before May 1, 2005. The exercise of such option shall be
considered “Early Termination.”
3. LESSEE IMPROVEMENTS. Lessor is leasing to Lessee an unimproved piece
of real property. Lessee is solely responsible for planning,
permitting and constructing improvements thereon. Prior to the
commencement of construction of any building, Lessee shall submit
all exterior plans, material specifications and elevations showing
the general placement of buildings, initially and ultimately, with
setback from all lot lines, location and dimensions of parking
areas, driveways and service areas, to Lessor for its approval from
an appearance standpoint only. Lessor’s approval shall not be
unreasonably withheld. Lessor shall have twenty (20) days after
receipt of Lessee’s plans and specifications to give Lessee
written notice of, and the reason for, disapproval. Failing such
notice, Lessee’s plans and specifications shall be considered
approved. All such alterations, additions and improvements
constructed by Lessee during the Term, shall be and remain the
property of Lessee, during the Term.
GROUND LEASE AGREEMENT - 1
Upon the expiration or earlier termination of
this Lease, the improvements constructed on the Property shall
become the property of Lessor without compensation to Lessee.
Lessee shall not have any obligation to remove the improvements or
foundation or to restore the Property to its condition as of the
Commencement Date of this Lease.
4. QUIET POSSESSION. Lessor represents and warrants that Lessor is
the owner of the Property and has full right to lease the Property
to Lessee in accordance with the terms of this Lease. So long as
Lessee is not in default under this Lease, Lessee shall have quiet
possession of the Property, subject to the terms and provisions
hereof.
5. RENT.
5.1 Due Diligence and Construction Period
Rent . Lessee covenants and agrees to pay Lessor, as rent
for the Property, the sum of $1,000.00 per month, beginning on the
Commencement Date and continuing on the first day of the month,
every month thereafter during the due diligence and construction
phases of the Term (subject to Early Termination). The rent due and
paid by Lessee during the due diligence and construction periods
will be reimbursed to Lessee in $1,000 monthly reductions in the
Full Rent due beginning on the Full Rent Date, if Lessee does not
elect Early Termination.
5.2 Full Rent .
Lessee covenants and agrees to pay
Lessor, as rent for the Property, the sum of $4,000.00 per month,
beginning on the earlier of the first day of the month following
completion of construction or October 1, 2005 (the “Full Rent
Date”) and continuing on the first day of every month
thereafter for five (5) years. Thereafter, Lessee shall pay Lessor
rent on the first day of every month, for the next five (5) year
period of the Term, that is twelve and one half percent (12 1/2%)
greater than the full rent due during the previous five (5) year
period, as indicated in the following schedule:
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Full Rent Months:
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Monthly Rent:
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1 –
60
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$4,000.00
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61 –
120
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$4,500.00
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121 – 180
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$5,062.50
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181 – 240
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$5,695.31
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241 – 300
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$6,407.23
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301 – 360
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$7,208.13
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361 – 420
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$8,109.15
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421 – 480
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$9,122.79
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5.3 Late Charge
If a monthly rent payment is not
paid within ten (10) days of its due date (“Delinquent
Rent”), Lessee shall pay a late charge of $250.00, payable
with the Delinquent Rent, for each such delinquent
payment.
5.4 Additional
Rent. All charges,
costs and expenses payable by Lessee under this Lease, and all
damages, costs and expenses, which Lessor may incur by reason of
any default or
GROUND LEASE AGREEMENT - 2
failure of Lessee to comply with the terms of
this Lease, shall be deemed “Additional Rent,” and in
the event of nonpayment by Lessee, Lessor shall have all rights and
remedies with respect thereto as Lessor may have for nonpayment of
the base rent. Interest shall accrue upon Delinquent Rent and or
any Additional Rent, at the rate of eighteen percent (18%) per
annum, from its due date until paid.
6. MAINTENANCE AND REPAIRS.
The Property is accepted by Lessee
in its present condition “as is” and Lessee will at all
times, during the Term, keep the Property neat and clean, and
except for reasonable wear and tear and acts of God, will at all
times preserve said Property in as good a condition as it now is or
may hereafter be put to. All maintenance and repairs of the
Property shall be at Lessee’s sole cost and expense,
including, but not limited to rectifying potentially hazardous
conditions that may occur on the Property.
7. UTILITIES. Lessee shall be responsible for paying the cost
of all utility expenses at the Property, including electricity,
gas, water, sewer and garbage charged or assessed against the
Property, during the Term
8. USE OF PROPERTY. It is understood and agreed that the Property
shall be used for Lessee’s banking business and related
activities.
9. FIRE / CASUALTY. Lessee shall, in case of fire or other casualty,
give immediate notice thereof to Lessor. If the Property, as
improved, shall be damaged by fire or other casualty, Lessee shall
secure the Property for the public safety. Lessee shall apply the
proceeds of any fire or other property insurance to repair or
rebuild the improvements so as to make the improvements at least
equal in value to the improvements existing immediately prior to
the occurrence and as nearly similar in character as is practicable
and reasonable, subject to any applicable building regulations.
Lessee shall prosecute the repairs or rebuilding to completion with
diligence; subject, however, to strikes, lockouts, acts of God,
embargoes, governmental restrictions, and other causes beyond
Lessee’s reasonable control. Lessee shall be responsible for
any deficiency between the amount of the insurance proceeds and the
cost to restore the premises.
10. ENVIRONMENTAL MATTERS.
10.1 Lessor’s
Warranties . Lessor
represents and warrants to Lessee that: (1) Lessor has not received
written notice and has no knowledge that there has been a release
to the Property (including the land, surface water, ground water
and any improvements) of any Hazardous Materials, any
asbestos-containing insulation or any underground storage tanks in
violation of law. “Hazardous Materials” means any: (i)
hazardous waste as defined in the federal Resource Conservation and
Recovery Act of 1976, as amended, and applicable regulations; (ii)
hazardous substance as defined in the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, and
applicable regulations; (iii) petroleum or liquid petroleum
products or wastes, or (iv) other toxic or hazardous substance
which may be regulated from time to time by federal, state or local
environmental laws; and (2) Neither Lessor nor, to its knowledge,
any of its agents, attorneys or representatives, have received
written notice from any governmental agency of any investigation or
potential liability relating to the release or threatened release
of Hazardous Materials at, on or from the Property.
GROUND LEASE AGREEMENT - 3
10.2 No Further Warranty
. Lessor makes no other
covenant, representation or warranty as to the physical or
environmental condition of the Property. Lessee acknowledges
receipt and review of title reports and a Phase I Environmental
Site Assessment dated April 25, 2003, prepared by TechCon, Inc.,
915 West 2 nd Avenue, Spokane, Washington 99201,
with respect to the Property.
10.3 Environmental
Assessment . Lessee
shall have the right to have access to the Property to enable an
independent environmental consultant chosen by Lessee and approved
in advance by Lessor, which approval shall not be unreasonably
withheld or delayed, to inspect, audit and test the Property for
the existence of environmental conditions and violations of
environmental laws (the “Environmental Assessment”).
The scope, sequence and timing of the Environmental Assessment
shall be at the sole discretion of the Lessee; but no invasive or
destructive testing shall be permitted except with Lessor’s
prior written consent determined in Lessor’s absolute
discretion. If Lessee elects Early Termination, Lessee shall repair
any damage to the Property.
10.4 Lessee Indemnity for
Environmental Assessment . Lessee shall defend, indemnify and hold Lessor
harmless against any loss, damage, claim or liability arising out
of or in connection with any acts or omissions of Lessee,
Lessee’s envi