EXHIBIT 10.7
OFFICE LEASE
THIS LEASE, made this 14th day of March, 2005, by and between
WALTER B.
WORTHY and KAREN L. WORTHY, husband and wife, d/b/a W & K
Investments, whose
address is 1330 N. Washington, Suite 3700, Spokane, Washington,
99201
(hereinafter referred to as "Lessor"), and RPM REHABILITATION &
ASSOCIATES, INC.
(hereinafter referred to as "Lessee").
1. DESCRIPTION. Lessor, in consideration of the agreements
contained in
this Lease, does hereby lease to Lessee, space consisting of
approximately 2,469
rentable square feet (see Exhibit "A") (hereinafter referred to as
"Leased
Premises"), being Suite 206, situated on the 2nd floor of One Rock
Pointe, the
Building, 1212 N. Washington Street, Spokane, WA 99201, the legal
description of
which is:
BLOCK 4, STRATTON'S ADDITION TO THE CITY AND COUNTY OF SPOKANE,
STATE
OF WASHINGTON.
2. TERM. The term of this Lease shall be for a period of Thirty Six
(36)
months, commencing on the 1st day of July, 2005, and ending on the
30th day of
June, 2008.
Completion of Improvements. Lessor agrees to complete the
improvements
to the Leased Premises as office space, pursuant to the written
agreement of the
parties; provided, Lessee shall pay for such improvements as exceed
the
"Building Standard" as in Exhibit "B". Lessor shall commence such
construction
not later than April 11, 2005 and shall make every reasonable
effort to complete
the improvements not later than May 27, 2005 provided that if the
Lessee does
not return a fully executed copy of this lease on or before March
31, 2005 the
time to commence construction and the time to complete construction
will be
extended by a like number of business days. The Leased Premises
shall be deemed
complete as soon as the improvements are sufficiently complete that
Lessee can
utilize and occupy the Leased Premises in accordance with its
intended use, or
the date that Spokane County has issued its Certificate of
Occupancy, whichever
date shall first occur. In no event shall Lessor be liable for any
damages
arising from any delay in completing the improvements.
3. RENT. Lessee covenants and agrees to pay Lessor rent each month
in
advance on the first business day of each calendar month in the sum
of Three
Thousand Four Hundred Ninety Seven and 75/100 ($3,497.75). Rent for
any part
month, at the beginning or end of the term, including Saturdays,
Sundays and
Holidays, shall be 1/30 of the monthly rent then in effect per day.
Rent not
paid by the tenth day of the month, unless the tenth day of the
month is not a
business day and then by the next following business day, is
delinquent and the
Lessee, in such event, agrees to pay a late charge equal to 10% of
the
delinquent amount. Rent not paid by the last day of the month will
thereafter
bear interest at the rate of eighteen percent (18%) per annum.
Unless otherwise
agreed in writing the monthly rent will be increased by Three
percent (3%) rent
each year over the rent for the preceding year commencing with the
thirteenth
full month of the term. Lessee has paid
to Lessor, as prepaid rent, the sum of Three Thousand Four Hundred
Ninety Seven
and 75/100 ($3,497.75), receipt of which is hereby acknowledged.
This amount
will be applied first to any part month at the commencement of the
term, and
next to the first full month. Any remaining amount will be held by
the Lessor
without interest and will be applied to the last month of the term.
4. USES. Lessee will use and occupy said Leased Premises for
general office
purposes and for no other purpose without the written consent of
the Lessor. The
occupancy standard is two hundred fifty (250) square feet per
person. The Lessee
will not allow the Leased Premises to be occupied by more than one
person per
250 square feet of rentable space without the written permission of
the Lessor.
Notwithstanding the foregoing the Lessee may have twelve (12)
people working in
their office.
5. FLOOR PLAN. The floor plan and specifications for the Leased
Premises
are attached hereto and marked Exhibit "B" are hereby approved by
both Lessor
and Lessee.
6. PARKING. Parking spaces at Rock Pointe Corporate Center are (a)
marked
as reserved, (b) marked as Visitors' Parking and (c) unmarked.
Unmarked spaces
are considered to be unassigned. For each 285 useable square feet
leased, the
Lessee is entitled to the use of one unassigned parking space. The
number of
spaces to which a Lessee is entitled is rounded to the closest
whole space. As
examples, a lease of 1,000 square feet entitles the Lessee to 4
spaces and a
lease of 2,000 square feet entitles a Lessee to 7 spaces.
Notwithstanding the
foregoing the Lessee may use up to ten (10) unassigned parking
spaces. These
spaces are solely for the use of Lessee, and Lessee's employees,
managers,
agents, servants, and independent contractors (Lessee Authorized
Parkers).
Invitees or visitors who remain in the Building for one hour or
less may park in
Visitors Parking. "Lessee Authorized Parkers" are not allowed to
park in the
Visitors Parking or in reserved parking spaces. The Lessee agrees
to fill out a
vehicle list identifying the vehicles driven by Lessee Authorized
Parkers so
that Lessor can monitor the use of the all parking areas. It is the
Lessee's
responsibility to keep the Lessor informed as to additions to, and
deletions
from, that vehicle list. Vehicles parked without authorization,
including the
vehicles of Lessee Authorized Parkers which are not on the Vehicle
List, or
which are parked in reserved spaces or Visitors' Parking, and
visitors' vehicles
parked for over one hour in Visitors' Parking, are subject to being
towed at the
expense of the owner or user of the vehicle. If additional parking
is needed,
arrangements must be made with the Lessor at the Rock Pointe
Leasing Office.
Night parking (7 P.M. to 6 A.M.) is not allowed without specific
permission for
specific vehicles. All vehicles are parked at the owner's risk.
7. SMOKING RESTRICTIONS. This Building is designated as a
"non-smoking
Building."
8. RULES AND REGULATIONS. Lessee and its agents, employees,
servants and
invitees will at all times observe, perform and abide by the
applicable terms of
this Lease and by any additional reasonable rules promulgated by
the Lessor that
the Lessor deems to be appropriate for the health, safety and well
being of all
persons using the Building.
9. CARE AND SURRENDER OF PREMISES. Lessee shall take good care of
the
Leased Premises and shall promptly make all necessary repairs
except those
required herein to be made by Lessor. Lessee agrees to provide and
use suitable
plastic mats under all movable office chairs. At the expiration of
this Lease,
Lessee, without notice, will immediately and peacefully quit and
surrender the
Leased Premises in good order, condition and repair (damage
resulting from
normal and reasonable wear, the elements, fire or other insured
peril excepted).
10. REPLACING BROKEN GLASS. Lessee will reimburse Lessor for the
cost of
replacing any glass that may be broken in the Building through any
act, fault or
negligence of Lessee or any agent, employee, independent contractor
or invitee
of Lessee.
11. ALTERATIONS. Lessee shall not make any alterations or
improvements in,
or additions to, said Leased Premises without first obtaining the
written
consent of Lessor. All such alterations, additions and improvements
shall be at
the sole cost and expense of Lessee, shall become the property of
the Lessor and
shall remain in, and be surrendered with, the Leased Premises as
part thereof at
the termination of this Lease.
12. RESTRICTIONS ON USE. Lessee will not use, or permit any use of,
said
Leased Premises in such a way as to 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
overload any floor or part thereof; nor permit any objectionable
noise or odor
to escape or to be emitted from the Leased Premises, or do anything
or permit
anything to be done upon the Leased Premises that would be unlawful
or that
would, in any way, create or tend to create a nuisance or to
disturb any other
lessee, tenant or occupant of any part of the Building. Lessee will
comply with
all health, fire and police regulations respecting the Building and
the Leased
Premises. The Leased Premises shall not be used for lodging or
sleeping, and no
animals or birds will be allowed in the Building except for Seeing
Eye dogs.
13. WEIGHT RESTRICTIONS. Safes, furniture or bulky articles may be
moved in
or out of the Leased Premises only at such hours and in such manner
as will
least inconvenience other occupants of the Building, which hours
and manner of
moving shall be subject to the approval of the Lessor. No safe or
other article
of over one thousand (1,000) pounds shall be moved into the Leased
Premises
without the prior written consent of Lessor, and Lessor shall have
the right to
establish the location of any article of such weight in the Leased
Premises.
14. SIGN RESTRICTION. No sign, picture, advertisement or notice
shall be
displayed, inscribed, painted or affixed to any of the glass, wall
or woodwork
of the Building without the prior approval of Lessor. All window
coverings are
subject to the prior written approval of the Lessor.
15. KEYS and LOCKS. No additional locks shall be placed upon any
interior
or exterior doors of the Leased Premises. 15 keys, of which
duplicates are not
allowed, to each door lock will be furnished by the Lessor. Please
contact the
leasing office for additional keys. At the termination of the
Lease, Lessee
shall surrender to the Lessor all keys to the Leased Premises.
16. LESSORS' ACCESS. Lessor, their janitor, engineer and other
agents will
retain a key to the Leased Premises to enable them to have access
to the Leased
Premises from time to time for the performance of the Lessors'
obligations under
this Lease, for the purpose of inspection and to deal with any
emergency that
may arise.
17. TELEPHONE SERVICE. Lessee may add any telephonic or other
electric
connections but only in accordance with plans approved by the
Lessor. Lessor
will direct the electricians as to where and how the wires are to
be introduced.
No boring or cutting for wires or installation thereof will be
permitted except
in accordance with plans approved in writing by the Lessor.
18. SERVICES. Lessor shall maintain the common areas of the
Building, such
as lobbies, stairs, elevators, corridors and restrooms, and the
grounds and
landscaping in reasonably good order and condition all at the cost
of the Lessor
except for damage caused by the Lessee with respect to which the
Lessee will
reimburse the Lessor.
Lessor shall furnish the Leased Premises with electricity for
lighting
and for the operation of low power usage office machines, heat,
normal office
air conditioning, and elevator services, during the ordinary
business hours (6
am to 6 pm - Monday through Friday and 8 am to 2 pm - Saturday).
Air
conditioning units and electricity therefor for special air
conditioning
requirements, such as for computer centers, shall be charged to the
Lessee.
Lessor shall provide lighting replacement (bulbs, tubes and
ballasts) for Lessor
furnished lighting, toilet room supplies, window washing with
reasonable
frequency, and janitor service for the Leased Premises five (5)
times per week.
Lessor shall not be liable to Lessee for any loss or damage caused
by,
or resulting from, any variation, interruption or any failure of
any of said
services. No temporary interruption or failure of such serv
