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Exhibit 10.12 LEASE EXTENSION
AND MODIFICATION OF LEASE RATES This agreement modifies the
lease originally dated May 3, 1989 and subsequent
modifications dated August 30, 1990, November 4, 1994 and
May 19, 1995, and May 10, 2000 between Mikron Industries,
Inc. (Mikron) Lessee, and The W. R. Sandwith and Michael G. Ritter
Partnership. (Partnership) Lessor for the premises located at 1034
6th Avenue North in Kent, Washington. It is now mutually understood
and agreed between the parties, Mikron and Partnership, that said
lease shall be modified as follows: The lease shall be extended for
a period of Five (5) years beginning on March 1, 2005.
For the leased area known by the Partnership as Division 1, And
consisting of 33,752 square feet of Shop Area and 1,248 square feet
of Office Area, the following monthly lease rates will apply: For
the Warehouse/Shop Area for the five-year extension period:
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First Year
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$.325 per square foot ($10,969.40) Per Month
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Second Year
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$.330 per square foot ($11,138.16) Per Month
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Third Year
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$.335 per square foot ($11,306.92) Per Month
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Fourth Year
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$.340 per square foot ($11,475.68) Per Month
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Fifth Year
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$.345 per square foot ($11,644.44) Per Month
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For the Office Area for the entire five-year extension period:
$.600 per square foot ($748.80) Per Month Except as herein above
provided, all of the terms, covenants, modifications, and
conditions of said lease shall remain in full force and effect. IN
WITNESS WHEREOF, the parties hereto have executed this agreement on
June 9, 2004.
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Lessor:
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Lessee:
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The W. R. Sandwith &
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Mikron Industries, Inc.
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Michael G. Ritter Partnership
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[SEAL]
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By: /s/ Jeff Sandwith
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By: /s/ Paul Warner
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It’s: Managing Partner
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It’s: CO-CEO
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L E A S E THIS AGREEMENT OF LEASE, made and entered into
this 3rd day of May, 1989, between 1034 Joint Venture, Lessor, and
Mikron Industries, Inc., Lessee. W I T N E S S E T H : IT IS
AGREED by and between the parties as follows: 1.
Premises . The Lessor, in consideration of the rental to be
paid and the covenants and conditions to be performed by the Lessee
as here-inafter provided, does hereby lease and let unto the Lessee
for the term and period and subject to the terms and conditions
hereinafter stated, an area Comprising approximately 40,000 Square
Feet of that certain property known as Industrial Distribution
Building situated in Kent, King County, Washington, described in
Exhibit "A" attached hereto and made a part hereof. 2.
Term . The term of this lease shall be 68 months
commencing June 1, 1989 and terminating February 28,
1995. 3. Rental . Lessee covenants and agrees to pay
to Lessor as rental for the leased premises for the lease term
herein fixed the sum of Ten thousand dollars ($10,000.00) per
month, each of said installments to become due and payable on the
First (1st) day of each calendar month during the lease term,
commencing June 1, 1989. 4. Operating Expense .
Lessee shall pay lessor as additional rent, lessee’s share of
Operating Expenses. Lessee’s share of Operating Expenses
shall be equal to 100 percent of all reasonable and necessary
expenses actually incurred by lessor for the operation, cleaning,
maintenance, repair and management of the building, walkways,
drive-ways, parking and loading areas, lawns and landscaping.
5. Purpose and Use . (a) Lessee shall use said
demised premises during the term of this lease for the conduct of
Manufacturing and for no other purpose without Lessor’s
written consent. (b) Lessee will not make any unlawful,
improper, or offensive use of said premises; it will not suffer or
strip or waste thereof; it will not permit any objectionable noise
or odor to escape or to be emitted from said premises, or do
anything or permit anything to be done upon or about said premises
in any way tending to create a nuisance. (c) Lessee will not
allow the leased premises at any time to fall into a state of
disrepair or disorder, nor use the premises in such a manner, so as
to increase the hazard of fire to the building or contents thereof
of which the premises hereby leased are a part; any violation of
this provision shall, at Lessor’s option, be deemed a default
under the terms of this lease, and in any event, any increase in
insurance premiums paid by Lessor or any other occupier of space in
the building of which the leased premises are a part resulting from
the action or inaction of Lessee as above provided shall be paid by
Lessee, in the case of Lessor as additional rent, and in the case
of such other occupier of space, as reimbursement for such increase
in insurance premiums. Lessee shall not store gasoline or other
highly combustible material on said premises at any time other than
those reasonable and customarily used in the proper conduct of its
business. Lessee shall not, without Lessor’s written consent,
store any of its property, equipment, refuse or trash on the
exterior of the premises hereby leased, except that Lessee may
place reasonable amounts of refuse and trash on the exterior of
such premises in properly constructed and maintained containers for
refuse and trash only.
6. Maintenance, Repairs and Improvements .
(a) Lessor shall not be required to make any repairs,
alterations, additions, or improvements to or upon said leased
premises during the term of this lease, except only those
hereinafter specifically provided for; the Lessee hereby agrees to
maintain and keep said leased premises, including heating system,
wiring, doors, windows, plumbing, and drain pipes to sewers, in
good order and repair during the entire term of this lease at
Lessee’s own cost and expense; Lessee further agrees that it
will make no alterations, additions or improvements to or upon said
leased premises without the written consent of Lessor first being
obtained. (b) Lessor agrees to maintain in good order and
repair during the term of this lease the exterior walls, roof,
gutters, downspouts, and foundations of the building in which the
demised premises are situated. It is understood and agreed that the
Lessor reserves and at any and all times shall have the right to
repair or improve the building of which said demised premises are a
part, or to add thereto and, for that purpose, at any time may
erect scaffolding and all other necessary structures about and upon
the demised premises, and Lessor and Lessor’s
representatives, contractors, and workmen for that purpose may
enter in or about the said demised premises with such material as
Lessor may deem necessary therefor, and Lessee waives any claim to
damages, including loss of business resulting therefrom.
(c) Lessee shall give Lessor prompt written notice of any
defect or condition in the leased premises which Lessor, by other
terms of this paragraph, is required to repair or maintain. Lessee
shall promptly take all measures and precautions necessary to
prevent injuries to persons or damage to property from occurring
because of such defects or conditions. Lessor shall effect such
maintenance or repairs promptly after receiving notice from Lessee.
7. Utilities - Public Regulations . (a) Lessee
shall pay for all heat, light, water, garbage, sewer, power, gas,
and other services or utilities used in the demised premises during
the term of this lease. (b) Lessee shall comply, at
Lessee’s own expense, with all laws and regulations of any
municipal, county, state, federal or other public authority
respecting the use of said leased premises. 8. Exhibition
and Inspection of Premises . Lessor shall have the right at
reasonable times during the term hereof to exhibit demised premises
to prospective purchasers and during the final six months of the
term hereof to prospective tenants. Lessors and Lessor’s
agents, workman and engineers may retain and use a pass key to the
premises described herein to enable them to examine the demised
premises from time to time with reference to any emergency or the
general maintenance of the demised premises.
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9. Right of Assignment . Lessee shall have no right
to assign, transfer, pledge, hypothecate, surrender, or dispose of
this lease, or any interest herein, or permit any other person or
persons whomsoever to occupy the leased premises without the
consent of the Lessor being first obtained in writing, such consent
not to be unreasonably witheld. In any event, any consent by Lessor
to any such assignment or subletting pursuant to this provision
shall not be, and in no way construed to be, a consent to an
assignment or sub-letting by Lessee beyond the initial term of this
lease ending Five (5) years from the commencement of this lease, or
beyond the end of any option period, if such assignment or
sub-letting is consented to during the life of the option period as
exercised, it being specifically understood and agreed that any
such assignment or subletting which purports to extend beyond such
dates is null and void and of no effect whatsoever. This lease is
personal to said Lessee; Lessee’s interests, in whole or in
part, cannot be sold, assigned, transferred, seized or taken by
operation of law, or under or by virtue of any execution or legal
process, attachment, or proceeding instituted against the Lessee,
or under or by virtue of any bankruptcy or insolvency proceedings
had in regard to the Lessee, or in any other manner, except as
above mentioned. Lessor’s consent to any assignment of this
lease shall not relieve Lessee of any of its obligations hereunder.
10. Liens . Lessee will not permit any lien of any
kind, type, or description to be placed or imposed upon the
building in which said leased premises are situated or any part
thereof, or the real estate on which it stands. 11.
Overloading . Lessee will not overload the said premises in
such a way as to cause any undue or serious stress or strain upon
the building on said demised premises, or any part thereof, and the
Lessor shall have the right, at any time, to call upon any
competent engineer or architect whom the Lessor may choose, and who
is not reasonably objectionable to Lessee, to decide whether or not
the said premises, or any part thereof, are being overloaded so as
to cause any undue or serious stress or strain on said building, or
any part thereof
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