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LEASE AGREEMENT THIS LEASE AGREEMENT (the ?Lease?) is entered into this 16 th day of March, 2004, between American Life Inc., and Vincent DeLuca, Tenants in Common (?Landlord?), and John Plaza, (?Tenant?). Landlord and Tenant agree as follows

Lease Agreement

LEASE AGREEMENT THIS LEASE AGREEMENT (the ?Lease?) is entered into this 16 th day of March, 2004, between American Life Inc., and Vincent DeLuca, Tenants in Common (?Landlord?), and John Plaza, (?Tenant?). Landlord and Tenant agree as follows | Document Parties: American Life Inc | Lonestar Investors Limited Partnership You are currently viewing:
This Lease Agreement involves

American Life Inc | Lonestar Investors Limited Partnership

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Title: LEASE AGREEMENT THIS LEASE AGREEMENT (the ?Lease?) is entered into this 16 th day of March, 2004, between American Life Inc., and Vincent DeLuca, Tenants in Common (?Landlord?), and John Plaza, (?Tenant?). Landlord and Tenant agree as follows
Governing Law: Washington     Date: 5/23/2007

LEASE AGREEMENT THIS LEASE AGREEMENT (the ?Lease?) is entered into this 16 th day of March, 2004, between American Life Inc., and Vincent DeLuca, Tenants in Common (?Landlord?), and John Plaza, (?Tenant?). Landlord and Tenant agree as follows, Parties: american life inc , lonestar investors limited partnership
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Exhibit 10.10

LEASE AGREEMENT

T HIS L EASE A GREEMENT (the “Lease”) is entered into this 16 th day of March, 2004, between American Life Inc., and Vincent DeLuca, Tenants in Common (“Landlord”), and John Plaza, (“Tenant”). Landlord and Tenant agree as follows:

1. LEASE SUMMARY AND EXHIBITS.

1.1. L EASED P REMISES . The leased premises (“Premises”) consist of an agreed area of 7,041 square feet of warehouse/office space, and plus common areas and are outlined on the floor plan attached as E XHIBIT A, located on the land legally described on attached E XHIBIT B , and is commonly known as 6335 1St – Avenue South, Seattle, Washington. The Premises do not include, and Landlord reserves, the exterior walls and roof of the Premises, the land beneath the Premises or structural elements of the building in which the Premises are located (“Building”). The Building, the land upon which it is situated, all other improvements located on such land, and all common areas appurtenant to the Building are referred to herein as the “Property.”

1.2. L EASE C OMMENCEMENT D ATE . The Lease shall commence on May 15, 2004

1.3. L EASE T ERMINATION D ATE . The Lease shall terminate at midnight on May 31, 2008, or such earlier or later date as provided in Section 3 (the “Termination Date”).

1.4. B ASE R ENT . The base monthly rent shall he as follows:

 

Months

   Monthly Base Rent

1-12

   $ 3000

13-24

   $ 3260

25-36

   $ 3520

37-48

   $ 3625

Rent shall be payable at Landlord’s address shown in Section 1.8 below, or such other place designated in all urban consumers Seattle area writing by Landlord.

1.5. P REPAID R ENT . Upon execution of this Lease, Tenant shall deliver to Landlord one months rent.

1.6. S ECURITY D EPOSIT . The amount of the security deposit is $4000.

1.7. P ERMITTED U SES . The Premises shall be used only for the refining of vegetable oil into biodiesel fuel and for not other purpose without the prior written consent of Landlord.

 

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1.8. N OTICE AND P AYMENT A DDRESSES .

 

Landlord:   

American Life, Inc.

3223 Third Avenue S.

Seattle, WA 98134

Fax: 206-381-3376 tel 3375

Tenant:   

Seattle Biodiesel

4130 S.W. Monroe St.

Seattle, WA 98136

1.9. T ENANTS P RO R ATA S HARE . Landlord and Tenant agree that except for separately metered or allocated expenses Tenant’s Pro Rata Share is 12.23% for purposes of calculating utilities such as water, gas, and electricity and other services supplied only to the 57,540 square feet outlined on Exhibit C based on the ratio of the agreed rentable area of the Premises (i.e., 7,041 square feet) to the agreed rentable area of the Building (i.e., 57,540 square feet) and all other buildings on the Property as of the date of this Lease. Common area ratios will change as new square footage is added.

1.10. E XHIBITS .

 

E XHIBIT  A

   Floor Plan

E XHIBIT  B

   Legal Description of Land

E XHIBIT  C

   Floor Plan for Tenants Area

2. PREMISES. Landlord leases to Tenant, and Tenant leases from Landlord the Premises “as is” and upon the terms specified in this Lease.

3. TERM.

3.1. C OMMENCEMENT D ATE . The Lease shall commence on the date specified in Section 1.2. The first “Lease Year” shall commence on the Commencement Date and shall end on the date which is twelve (12) months from the end of the month in which the Commencement Date occurs. Each successive Lease Year during the initial term and any extension terms shall be twelve (12) months, commencing on the first day following the end of the preceding Lease Year, except that the last Lease Year shall end on the Termination Date.

3.2. C ONDITION OF P REMISES . Except as specified elsewhere in this Lease. Landlord makes no representations or warranties to Tenant regarding the Premises, including the structural condition of the Premises or the condition of mechanical, electrical, and other systems on the Premises. By signing this Lease, Tenant acknowledges that it has had adequate opportunity to investigate the Premises, acknowledges responsibility for making any corrections, alterations and repairs to the Premises, and acknowledges that the time needed to complete any such items shall not

 

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delay the Commencement Date. Landlord shall fix the fence surrounding the property and perimeter doors, and install electrical meter if possible.

3.3. OPTION TO RENEW. If Tenant complies with the terms and conditions of this Lease may extend this Lease for an additional five year term on the same terms and conditions except that the base rent for the first year of the option period shall be adjusted to market rent for similar properties in the area but not less than the base rent for the fifth year of this Lease term. Tenant must give Landlord one hundred and twenty days written notice of its intent to renew to preserve this Option to Renew. Landlord and Tenant must agree to the new base rent within thirty days of receipt of Tenants renewal notice. If Landlord and Tenant are unable to agree on a new base rent the Lease shall not be extended.

4. RENT. Tenant shall pay Landlord without demand, deduction or offset, in lawful money of the United States, the monthly rental stated in Section 1.4 in advance on or before the first day of each month during the Lease Term, and any other additional payments due to Landlord (collectively the “Rent”) when required under this Lease. Payments for any partial month at the beginning or end of the Lease term shall be prorated.

If any sums payable by Tenant to Landlord under this Lease are not received by the tenth (10th) day of each month, Tenant shall pay Landlord the cost of collecting and handling such late payment. In addition, all delinquent sums payable by Tenant to Landlord, and not paid within ten (10) days of the Due date shall, at Landlord’s option, bear interest at the rate of twelve percent (12%) per annum, or the highest rate of interest allowable by law, whichever is less. Interest on all delinquent amounts shall be calculated from the original due date to the date of payment.

Landlord’s acceptance of less than the full amount of any payment due from Tenant shall not be deemed an accord and satisfaction or compromise of such payment unless Landlord specifically consents in writing to payment of such lesser sum as an accord and satisfaction, or compromise of the amount which Landlord claims.

5. SECURITY DEPOSIT. Tenant will pay a security deposit of $4,000.00 upon execution of this lease.

6. USES. The Premises shall be used only for the uses specified in Section 1.7 above (the “Permitted Uses”), and for no other business or purpose without the prior written consent of Landlord. No act shall be done on or around the Premises that is unlawful or that will increase the existing rate of insurance on the Premises. Tenant shall not commit or allow to be committed any waste upon the Premises, or any public or private nuisance.

7. COMPLIANCE WITH LAWS. Tenant shall not cause or permit the Premises to be used in any way which violates any law, ordinance, or governmental regulation or order. Tenant shall be responsible for complying with all laws applicable to

 

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the Premises solely as a result of Tenant’s particular use, such as modifications required by the Americans With Disabilities Act as a result of Tenant opening the Premises to the public as a place of public accommodation. If the enactment or enforcement of any law, ordinance, regulation or code during the Lease Term requires an changes to the Premises during the Lease Term, Tenant shall perform all such changes at its expense if the changes are required due to the nature of Tenant’s activities at the Premises, or to alterations that Tenant seeks to make to the Premises; otherwise, Landlord shall perform all such changes at its expense.

8. OPERATING COSTS.

8.1. D EFINITION . As used herein, “Operating Costs” shall mean all costs of operating, maintaining and repairing the Premises, the Building, and the Property, determined in accordance with accounting principles consistently applied, and including without limitation the following: all taxes and assessments (including, but not limited to, real and personal property taxes and assessments, local improvement district assessments and other special purpose assessments, and taxes on rent or gross receipts); insurance premiums paid by Landlord and (to the extent used) deductibles; water, sewer and all other utility charges (other than utilities separately metered and paid directly by Tenant or other tenants); refuse and trash removal; refurbishing and repainting; air conditioning, heating, ventilation and elevator service; pest control; lighting systems, fire detection and security services; landscape maintenance; parking lot, road, sidewalk and driveway patching, resurfacing and maintenance; snow and ice removal; graffiti removal, window repair and replacement, amortization (in accordance with accounting principles consistently applied) of capital improvements as Landlord may in the future install to comply with governmental regulations and rules or undertaken in good faith with a reasonable expectation of reducing operating costs (the useful life of which shall be a reasonable period of time as determined by Landlord); and costs of legal services (except those incurred directly relating to a particular .occupant of the Building); accounting services; property management fee not to exceed 4-— % of base rent; labor, supplies, materials and tools. Operating Costs shall not include: Landlord’s income tax or general corporate overhead, depreciation on the Building or equipment therein; loan payments; real estate broker’s commissions; capital improvements to or major repairs of the Building shell (i.e., the Building structure, exterior walls and roof) not described in this paragraph; or any costs regarding the operation, maintenance and repair of the Premises, the Building, or the Property paid directly by Tenant or other tenants in the Building.

8.2. A DDITIONAL R ENT . As additional Rent, Tenant shall pay to Landlord on the first of each month with payment of Tenant’s base Rent one-twelfth of Tenant’s Pro Rata Share of Operating Costs.

8.2.1. Landlord shall provide to Tenant, as soon as possible following the first day of each succeeding calendar year, a good faith estimate of Tenant’s annual Pro Rata Share of Operating Costs for the then-current year;

8.2.2. Each estimate of Tenant’s annual Pro Rata Share of Operating Costs determined by Landlord as described above, shall be divided into twelve

 

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(12) equal monthly installments. Tenant shall pay to Landlord such monthly installment of Operating Costs with each monthly payment of base Rent. In the event the estimated amount of Tenant’s Pro Rata Share of Operating Costs has not yet been determined for any calendar year, Tenant shall pay the monthly installment in the estimated amount determined for the preceding calendar year until the estimate for the current calendar year has been provided to Tenant. At such time as the estimate for the current calendar year is received, Tenant shall then pay any shortfall or receive a credit for any surplus for the preceding months of the current calendar year and shall, thereafter, make the monthly installment payment in accordance with the current estimate; and

8.2.3. As soon as reasonably possible following the end of each calendar year of the Lease term, Landlord shall determine and provide to Tenant a statement (the “Operating Costs Statement”) setting forth the amount of Operating Costs actually incurred and the amount of Tenant’s Pro Rata Share of Operating Costs actually payable by Tenant with respect to such calendar year. In the event the amount of Tenant’s Pro Rata Share of Operating Costs exceeds the sum of the monthly installments actually paid by Tenant for such calendar year, Tenant shall pay to Landlord the difference within thirty (30) days following receipt of the Operating Costs Statement. In the event the sum of such installments exceeds the amount of Tenant’s Pro Rata Share of Operating Costs actually clue and owing, the difference shall be applied as a credit to Tenant’s future Pro Rata Share of Operating Costs payable by Tenant pursuant to this Section,

9. UTILITIES. Landlord shall not be responsible for providing any utilities to the Premises, but represents and warrants to Tenant that as of the Commencement Date that electricity, water, sewer and telephone utilities are available at or adjacent to the Premises. Tenant shall determine whether the available capacity of such utilities will meet Tenant’s needs. Tenant shall install and connect, if necessary, and directly pay for all water, sewer, gas, janitorial, electricity, garbage removal, heat, telephone, and other utilities and services used by Tenant on the Premises during the Term, whether or not such services are billed directly to Tenant. Tenant will also procure, or cause to be procured, without cost to Landlord, all necessary permits, licenses or other authorizations required for the lawful and proper installation, maintenance, replacement, and removal on or from the Premises of wires, pipes, conduits, tubes, and other equipment and appliances for use in supplying all utilities or services to the Premises. Landlord, upon request of Tenant, and at the sole expense and liability of Tenant, shall join with Tenant in any application required for obtaining or continuing such utilities or services.

10. TAXES. Tenant shall pay all taxes, assessments, liens and license fees (“Taxes”) levied, assessed or imposed by any authority having the direct or indirect power to tax or assess any such liens, by reason of Tenant’s occupancy of the Premises, and all Taxes on Tenant’s personal property located on the Premises. Landlord shall pay all Taxes with respect to the Building and the Project, including any Taxes requiting from a reassessment of the Building or the Project due to a change of ownership or otherwise, which shall be included in Operating Costs.

 

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11. ALTERATIONS. Tenant may make alterations, additions or improvements to the Premises (“Alterations”) with the prior written consent of Landlord, which consent shall not be unreasonably withheld. The term “Alterations” shall not include the installation of shelves, partitions, Tenant’s equipment and trade fixtures which may be performed without damaging existing improvements or the structural integrity of the Premises, and Landlord’s consent shall not be required for Tenant’s installation of those items. Tenant shall complete all Alterations at Tenant’s expense in compliance with all applicable laws and in accordance with plans and specifications approved by Landlord. Landlord shall he deemed the owner of all Alterations except for those which Landlord requires to be removed at the end of the Lease term. Tenant shall remove all Alterations at the end of the Lease term unless Landlord conditioned its consent upon Tenant leaving a specified Alteration at the Premises, in which case Tenant shall not remove such Alteration. Tenant shall immediately repair any damage to the Premises caused by removal of Alterations.

12. REPAIRS AND MAINTENANCE. Tenant shall, at its sole expense, maintain the Premises in good condition and promptly make all repairs and replacements, whether structural or non-structural, necessary to keep the Premises in safe operating condition, including all utilities, bathrooms and other systems serving the Premises, and glass and window damage, but excluding the roof, foundation and exterior walls, which Landlord shall maintain in good condition and repair at Landlord’s expense. Tenant shall not disturb the structural integrity of the Premises and shall promptly repair any damage or injury done to the structural elements caused by Tenant or its employees, agents, contractors or invitees. Notwithstanding anything in this Section to the contrary, Tenant shall not be responsible for any repairs to the Premises made necessary by the acts of Landlord or its agents, employees, contractors or invitees therein.

Upon expiration of the Lease term whether by lapse of time or otherwise. Tenant shall promptly and peacefully surrender the Premises, together with all keys, to Landlord in as good condition as when received by Tenant from Landlord or as thereafter improved, reasonable wear and tear and insured casualty excepted.

13. ACCESS. After reasonable notice from Landlord (except in cases of emergency, where no notice is required) Tenant shall permit Landlord and its agents and employees to enter the Premises at reasonable times for the purposes of repair or inspection. This Section shall not impose any repair or other obligation upon Landlord not expressly stated elsewhere in this Lease. After reasonable notice to Tenant, Landlord shall have the right to enter the Premises for the purpose of showing the Premises to prospective purchasers or lenders at any time, and to prospective tenants within one hundred eighty (180) days prior to the expiration or sooner termination of the Lease term.

14. SIGNAGE. Tenant shall obtain Landlord’s written consent before installing any signs upon the Premises, which consent shall not be unreasonably withheld. Tenant shall install any approved signage at Tenant’s sole expense and in compliance with all applicable laws. Tenant shall not damage or deface the Premises in installing or removing signage and shall repair any injury or damage to the Premises caused by such installation or removal.

 

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15. DESTRUCTION OR CONDEMNATION.

15.1. D AMAGE AND R EPAIR . If the Premises are partially damaged but not rendered untenantable, by fire or other insured casualty, then Landlord shall diligently restore the Premises and this Lease shall not terminate. The Premises shall not be deemed untenantable if less than twenty-five percent (25%) of the Premises are damaged. Landlord shall have no obligation to restore the Premises if insurance proceeds arc not available to pay the entire cost of such restoration. If insurance proceeds are available to Landlord but are not sufficient to pay the entire cost of restoring the Premises, then Landlord may elect to terminate this Lease and keep the insurance proceeds, by notifying Tenant within sixty (60) days of the date of such casualty.

If the Premises are entirely destroyed, or partially damaged and rendered untenantable, by fire or other casualty, Landlord may, at its option: (a) terminate this Lease as provided herein, or (b) restore the Premises to their previous condition. If, within sixty (60) days after receipt by Landlord from Tenant of written notice that Tenant deems the Premises untenantable, Landlord fails to notify Tenant of its election to restore the Premises, or if Landlord is unable to restore the Premises within nine (9) months of the date of the casualty event, then Tenant may elect to terminate the Lease.

If Landlord restores the Premises under this Section 15.1, Landlord shall proceed with reasonable diligence to complete the work, and the base monthly rent shall be abated in the same proportion as the untenantable portion of the Premises bears to the whole Premises, provided that there shall be a rent abatement only if the damage or destruction of the Premises did not result from, or was not contributed to directly or indirectly by the act, fault or neglect of Tenant, or Tenant’s officers, contractors, licensees, agents, servants, employees, guests, invitees or visitors. No damages, compensation or claim shall be payable by Landlord for inconvenience, loss of business or annoyance directly incidentally or consequentially arising from any repair or restoration of any portion of the Premises. Landlord will not carry insurance of any kind for the protection of Tenant or on Tenant’s furniture or on any fixtures, equipment, improvements or appurtenances of Tenant under this Lease, and Landlord shall not be obligated to repair any damage thereto or replace the same unless the damage is caused by Landlord’s negligence.

15.2. C ONDEMNATION . If the Premises are made untenantable by eminent domain or conveyed under a threat of condemnation, this Lease shall automatically terminate as of the earlier of the date title vests in the condemning authority or the condemning authority first has possession of the Premises and all Rents and other payments shall be paid to that date. In case of taking of a part of the Premises that does not render the Premises untenantable, then this Lease shall continue in full force and effect and the base monthly rental shall be equitably reduced based on the proportion by which the floor area of the Premises is reduced, such reduction in Rent to be effective as of the earlier of the date the condemning authority first has possession of such portion or title vests in the condemning authority. Landlord shall be entitled to the entire award from the condemning authority attributable to the value of the Premises and Tenant shall make no claim for the value of its leasehold. Tenant shall be permitted to make a separate claim against the condemning authority for moving expenses or damages

 

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resulting from interruption in its business, provided that in no event shall Tenant’s claim reduce Landlord’s award.

16. INSURANCE.

16.1. L IABILITY I NSURANCE . During the Lease term, Tenant shall pay for and maintain commercial general liability insurance with broad form property damage and contractual liability endorsements. This policy shall name Landlord as an additional insured, and sha


 
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