OFFICE LEASE
This lease, made and entered into at Portland, Oregon, this 30th day of
September, 1996 by and between
LANDLORD: XXXXXX MILL BUILDING PARTNERSHIP, an Oregon non-profit corporation
and
TENANT: HEALTHFIRST MEDICAL GROUP, P.C. an Oregon corporation
Landlord hereby leases to Tenant the following: Suite 300 and 310,
comprising approximately 15,303 rentable square feet of office and clinic space
located on the third floor of the Building, outlined in red on Exhibit "A-2" and
further described in Exhibit "A-1" (Premises)
in the Xxxxxx Mill Building (Building)
at 0000 XX Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxx, for a term commencing, October 1,
1996
and continuing through November 30, 1999 at a Monthly Base Rental as follows:
$20,085.00 (U.S.) money.
Rent is payable in advance on the first day of each month commencing, October 1,
1996.
Landlord and Tenant covenant and agree as follows:
1.1 Delivery of
Possession. Tenant is currently in possession of the premises.
2.1 Rent Payment. Tenant shall pay the Base Rent for the Premises and any
additional rent provided herein without deduction or offset.
Rent for any partial month during the lease term shall be
prorated to reflect the number of days during the month that
Tenant occupies the Premises. Additional rent means amount
determined under Section 21 of this lease and any other sums
payable by Tenant to Landlord under this lease. Rent not
paid when due shall bear interest at the rate of one-and-
one-half percent per month until paid. Landlord may at its
option impose a late charge of $.05 for each $1 or rent for
rent payments made more than 10 days late in lieu of interest
for the first month of delinquency, without waiving any other
remedies available for default. Failure to impose a late
charge shall not be a waiver of Landlord's rights hereunder.
3.1 Lease
Consideration. Upon execution of the lease Tenant has paid the Base Rent
for the first full month of the lease term for which rent is
payable and in addition has paid the sum of $20,085.00 as a
lease consideration. Landlord may apply the lease
consideration to pay the cost of performing any obligation
which Tenant fails to perform within the time required by
this lease, but such application by Landlord shall not be
the exclusive remedy for Tenant's default. If the lease
consideration is applied by Landlord, Tenant shall on demand
pay the sum necessary to replenish the lease consideration
to its original amount. To the extent not applied by
Landlord to cure defaults by Tenant, the lease consideration
shall be applied against the rent payable for the last month
of the term. The lease consideration shall not be
refundable.
4.1 Use. Tenant shall use the Premises as business for a medical
administration office and for no other purpose without
Landlord's written consent. In connection with its use,
Tenant shall at its expense promptly comply with all
applicable laws, ordinances, rules and regulations of any
public authority and shall not annoy, obstruct or interfere
with the rights of other tenants of the Building. Tenant
shall create no nuisance nor allow any objectionable fumes,
noise, or vibrations to be emitted from the Premises.
Tenant shall not conduct any
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activities that will increase Landlord's insurance rates for
any portion of the Building or that will in any manner
degrade or damage the reputation of the Building.
4.2 Equipment. Tenant shall install in the Premises only such office
equipment as is customary for general office use and shall
not overload the floors or electrical circuits of the
Premises or Building or alter the plumbing or wiring of the
Premises or Building. Landlord must approve in advance the
location of and manner of installing any wiring or
electrical, heat generating or communication equipment or
exceptionally heavy articles. All telecommunications
equipment, conduit, cables and wiring and any additional air
conditioning required because of heat generating equipment
or special lighting installed by Tenant shall be installed
and operated at Tenant's expense.
4.3 Signs. No signs, awnings, antennas, or other apparatus shall be
painted on or attached to the Building or anything placed on
any glass or woodwork of the Premises or positioned so as to
be visible from outside the Premises without Landlord's
written approval as to design, size location, and color.
All signs installed by Tenant shall comply with Landlord's
standards for signs and all applicable codes and all signs
and sign hardware shall be removed upon termination of this
lease with the sign location restored to its former state
unless Landlord elects to retain all or any portion thereof.
5.1 Utilities and
Services. Landlord will furnish water, electricity and elevator
service and, during the normal Building hours of 8:00 a.m.
to 6:00 p.m. Monday through Friday except holidays, will
furnish heat and air conditioning (if the Building is air
conditioned). Janitorial service will be provided in
accordance with the regular schedule of the Building, which
schedule and service may change from time to time. Tenant
shall comply with all government laws or regulations
regarding the use or reduction of use of utilities on the
Premises. Interruption of services or utilities shall not be
deemed an eviction or disturbance of Tenant's use and
possession of the Premises, render Landlord liable to Tenant
for damages, or relieve Tenant from performance of Tenant's
obligations under this lease. Landlord shall take all
reasonable steps to correct any interruptions in service.
Electrical service furnished will be 110 volts unless
different service already exists in the Premises. Tenant
shall provide its own surge protection for power furnished to
computers.
5.2 Extra Usage. If Tenant uses excessive amounts of utilities or services of
any kind because of operation outside of normal Building
hours, high demands from office machinery and equipment,
nonstandard lighting, or any other cause, Landlord may
impose a reasonable charge for supplying such extra
utilities or service, which charge shall be payable monthly
by Tenant in conjunction with rent payments. In case of
dispute over any extra charge under this paragraph, Landlord
shall designate a qualified independent engineer whose
decision shall be conclusive on both parties. Landlord and
Tenant shall each pay one-half of the cost of such
determination.
6.1 Maintenance
and Repair. Landlord shall have no liability for failure to perform
required maintenance and repair unless written notice of
such maintenance or repair is given by Tenant and Landlord
fails to commence efforts to remedy the problem in a
reasonable time and manner. Landlord shall have the right
to erect scaffolding and other apparatus necessary for the
purpose of making repairs, and Landlord shall have no
liability for interference with Tenant's use because of
repairs and installations. Tenants shall have no claim
against Landlord for any interruption or reduction of
services or interference with Tenant's occupancy, and no
such interruption or reduction shall be construed as a
constructive or other eviction of Tenant. Repair of damage
caused by negligent or intentional acts or breach of this
lease by Tenant, its employees or invitees shall be at
Tenant's expense.
6.2 Alterations. Tenant shall not make any alterations, additions, or
improvements to the Premises, change the color of the
interior, or install any wall or floor covering without
Landlord's prior written consent. Any such improvements,
alteration, wiring, cables or conduit installed by Tenant
shall at once become part of the Premises and belong to
Landlord except for removable machinery and trade fixtures,
shall at once become part of the realty and belong to
Landlord, provided that if attached trade fixtures are
removed by Tenant, any damage shall be repaired by Tenant.
Landlord may at its option require that Tenant remove any
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improvements, alterations, wiring, cables or conduit
installed by Tenant and restore the Premises to the original
condition upon termination of this lease.
6.3 Work by
Tenant and
Tenant's
Contractors. All work performed by Tenant and Tenant's contractors,
including but not limited to installation of telephone,
electrical, security, computer equipment and wiring, shall
be done in compliance with all applicable building, fire,
sanitary and safety codes, and other applicable laws,
statutes, regulations and ordinances, and Tenant and
Tenant's contractors shall secure all necessary permits for
the same.
Payment for any additional Tenant Alterations to the
Premises shall be solely the responsibility of Tenant. All
Tenant Alterations must be pre-approved by Landlord who
shall not unreasonably withhold consent. Landlord shall
have the right to approve the contractor used by Tenant for
any work in the Premise, and to post notices of
nonresponsibility in connection with work being performed by
Tenant in the Premises. Further, Tenant's work shall comply
with all requirements of the State Historic Preservation
Office and the U.S. Department of the Interior regarding
historic building rehabilitations.
7.1 Landlord's
Right to Perform
Building Renovations
and Other Tenant
Improvement Work. Tenant understands and agrees that Landlord may, at any time
or from time to time during the term of this Lease, perform
substantial renovation work or tenant improvement work in
and to the Building or the mechanical systems serving the
Building (such work may include, but need not be limited to,
the repair or replacement of the Building's exterior facade,
exterior window glass, elevators, electrical systems,
heating, air conditioning and ventilating systems, plumbing
system, other tenant spaces, common hallways, or lobby), any
of the abovementioned work may require access to the same
from within the Premises.
Tenant agrees that:
1. Landlord shall have access to the Premises at all
reasonable times, upon reasonable notice, for the purpose of
performing such work.
2. Landlord shall incur no liability to Tenant on account
of reasonable disturbances to Tenant's business at the
Premises which shall arise out of said access by Landlord or
by the performance by Landlord of the aforesaid renovation
or tenant improvement work at the Building.
3. Landlord shall use reasonable efforts (which shall not
include any obligation to employ labor at overtime rates)
to avoid disruption of Tenant's business during any such
entry upon the Premises by Landlord.
4. In the event that the renovation work performed by
Landlord prevents Tenant from using its Premises for more
than one day per occurrence, Landlord shall xxxxx Tenants
rent on a day to day basis.
8.1 Indemnity. Tenant shall not allow any liens to attach to the Building
or Tenant's interest in the Premises as a result of its
activities. Tenant shall indemnify and defend Landlord and
its managing agents from any claim, liability, damage, or
loss occurring on the Premises, arising out of any activity
by Tenant, its agents, or invitees or resulting from
Tenant's failure to comply with any term of this lease.
Neither Landlord not its managing agent shall have any
liability to Tenant because of loss or damage to Tenant's
property or for death or bodily injury caused by the acts or
omissions of other Tenants of the Building, or by third
parties (including criminal acts).
8.2 Insurance. Tenant shall carry liability insurance with limits of not
less than One Million Dollars ($1,000,000) combined single
limit bodily injury and property damage which insurance
shall have an endorsement naming Landlord and Landlord's
managing agent, if any, as an additional insured and
covering the liability insured under
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paragraph 8.1 of this lease. Tenant shall furnish a
certificate evidencing such insurance which shall state that
the coverage shall not be canceled or materially changed
without 30 days advance notice to Landlord and Landlord's
managing agent, if any. A renewal certificate shall be
furnished at least 10 days prior to expiration of any
policy.
8.3 Personal
Property
Insurance. Tenant shall be required to insure for an amount equal to
their replacement costs all contents within the Premises
including, but not limited to any tenant improvements
constructed therein.
9.1 Fire or
Casualty "Major Damage" means damage by fire or other casualty to the
Building or the Premises which causes the Premises or any
substantial portion of the Building to be unusable, or which
will cost more than twenty-five percent (25%) of the pre-
damage value of the Building to repair, or which is not
covered by insurance. In case of major damage, Landlord may
elect to terminate this lease by notice in writing to Tenant
within 30 days after such date. If this lease is not
terminated following Major Damage, or if damage occurs which
is not Major Damage, Landlord shall promptly restore the
Premises to the condition existing just prior to the damage.
Tenant shall promptly restore all damage to tenant
improvements or alterations installed by Tenant or pay the
cost of such restoration to Landlord if Landlord elects to
do the restoration of such improvements. Rent shall be
reduced from the date of damage until the date restoration
work being performed by Landlord is substantially complete,
with the reduction to be in proportion to the area of the
Premises not useable by Tenant.
9.2 Waiver of
Subrogation. Tenant shall be responsible for insuring its personal
property and trade fixtures located on the Premises and any
alteration or tenant improvements it has made to the
Premises. Neither Landlord, its managing agent nor Tenant
shall be liable to the other for any loss or damage caused
by water damage, sprinkler leakage, or any of the risks that
are or could be covered by a standard all risk insurance
policy with an extended coverage endorsement, or for any
business interruption, and there shall be no subrogated
claim by one party's insurance carrier against the other
party arising out of any such loss.
10.1 Eminent
Domain. If a condemning authority takes title by eminent domain or
by agreement in lieu thereof to the entire Building or a
portion sufficient to render the Premises unsuitable for
Tenant's use, then either party may elect to terminate this
lease effective on the date that possession is taken by the
condemning authority. Rent shall be reduced for the
remainder of the term in an amount proportionate to the
reduction in area of the Premises caused by the taking. All
condemnation proceeds shall belong to Landlord, and Tenant
shall have no claim against Landlord or the condemnation
award because of the taking.
11.1 Assignment
and This Lease shall bind and inure to the benefit of the
Subletting. parties, their respective heirs, successors, and assigns,
provided that Tenant shall not assign its interest under
this lease or sublet all or any portion of the Premises
without first obtaining Landlord's consent in writing. This
provision shall apply to all transfers by operation of law
including but not limited to mergers and changes in control
of Tenant. No assignment shall relieve Tenant of its
obligation to pay rent or perform other obligations required
by this lease, and no consent to one assignment or
subletting shall be a consent to any further assignment or
subletting. Landlord shall not unreasonably withhold its
consent to any assignment or subletting provided the
effective rental paid by the subtenant or assignee is not
less than the current scheduled rental rate of the Building
for comparable space and the proposed Tenant is compatible
with Landlord's normal standards for the Building. If
Tenant proposes a subletting or assignment to which Landlord
is required to consent under this paragraph, Landlord shall
have the option of terminating this lease and dealing
directly with the proposed subtenant or assignee, or any
third party. If an assignment or subletting is permitted,
any cash profit, or the net value of any other consideration
received by Tenant as a result of such transaction shall be
paid to Landlord promptly following its receipt by
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Tenant. Tenant shall pay any costs incurred by Landlord
in connection with a request for assignment or subletting,
including reasonable attorneys' fees.
12.1 Default. Any of the following shall constitute a default by Tenant
under this lease:
(a) Tenant's failure to pay rent or any other charge
under this lease within 10 days after it is due, or
failure to comply with any other term or condition within
20 days following written notice from Landlord specifying
the noncompliance. If such noncompliance cannot be cured
within the 20-day period, this provision shall be
satisfied if Tenant commences correction within such period
and thereafter proceeds in good faith and with reasonable
diligence to effect compliance as soon as possible. Time
is of the essence of this lease.
(b) Tenant's insolvency, business failure or assignment
for the benefit of its creditors. Tenant's commencement
of proceedings under any provision of any bankruptcy or
insolvency law or failure to obtain dismissal of any
petition filed against it under such laws within the time
required to answer; or the appointment of a receiver for
Tenant's properties.
(c) Assignment or subletting by Tenant in violation of
paragraph 11.1
(d) Vacation or abandonment of the Premises without the
written consent of Landlord or failure to occupy the
Premises within 20 days after notice tendering possession.
12.2 Remedies for
Default. In case of default as described in paragraph 12.1,
Landlord shall have the right to the following remedies
which are intended to be cumulative and in addition to any
other remedies provided under applicable law:
(a) Landlord may at its option terminate the lease by
notice to Tenant. With or without termination, Landlord
may retake possession of the Premises and may use or relet
the Premises without accepting a surrender or waiving the
right to damages. Following such retaking of possession,
efforts by Landlord to relet the Premises shall be
sufficient if Landlord follows its usual procedures for
finding tenants for the space at rates not less than the
current rates for other comparable space in the Building.
If Landlord has other vacant space in the Building,
prospective tenants may be placed in such other space
without prejudice to Landlord's claim to damages or loss
of rentals from Tenant.
(b) Landlord may recover all damages caused by Tenant's
default which shall include an amount equal to rentals
lost because of the default, lease commissions paid for
this lease, and the unamortized cost of any tenant
improvements installed by Landlord to meet Tenant's
special requirements. Landlord may xxx periodically to
recover damages as they occur throughout the lease term,
and no action for accrued damages shall bar a later action
for damages subsequently accruing. Landlord may elect in
any one action to recover accrued damages plus damages
attributable to the remaining term of the lease. Such
damages shall be measured by the difference between the
rent under this lease and the reasonable rental value of
the Premises for the remainder of the term, discounted to
the time of judgment at the prevailing interest rate on
judgments.
(c) Landlord may make any payment or perform any
obligation which Tenant has failed to perform, in which
case Landlord shall be entitled to recover from Tenant
upon demand all amounts so expended, plus interest from
the date of the expenditure at the rate of
one-and-one-half percent per month. Any such payment or
performance by Landlord shall waive Tenant's default.
13.1 Relocation. In the event that Tenant requires more space for expansion
than Landlord is able to provide in the Xxxxxx Mill
Building, then Tenant shall have the right to present
Landlord with a written ninety (90) day notice requesting
that Landlord use its best efforts to relocate Tenant in a
larger space within one of Landlord's buildings.
14.1 Surrender. On expiration or early termination of this lease Tenant
shall deliver all keys to Landlord and surrender the
Premises vacuumed, swept, and free of debris and in the
same condition as at the commencement of the term subject
only to reasonable wear from ordinary use. Tenant shall
remove all of its furnishings and trade fixtures that
remain its property and restore all damage resulting from
such removal. Failure to remove shall be an abandonment
of the property, and Landlord may dispose of it in any
manner without liability. If Tenant fails to vacate the
Premises when required, including failure to remove all
its personal property, Landlord may elect either: (i) to
treat Tenant as a tenant from month to month, subject to
the provisions of this lease except that rent shall be
one-and-one-half times the total rent being charged when
the lease term expired: or (ii) to eject Tenant from the
Premises and recover damages caused by wrongful holdover.
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15.1 Regulations. Landlord shall have the right but shall not be obligated,
to make, revise and enforce regulations or policies
consistent with this lease for the purpose of promoting
safety, health (including regulation or prohibition of
smoking), order, economy, cleanliness, and good service to
all tenants of the Building. Such regulations and
policies shall be complied with as if part of this lease.
16.1 Access. During times other than normal Building hours Tenant's
officers and employees or those having business with
Tenant may be required to identify themselves or show
passes in order to gain access to the Building. Landlord
shall have no liability for permitting or refusing to
permit access by anyone. Landlord shall have the right to
enter upon the Premises at any time by passkey or
otherwise to determine Tenant's compliance with this
lease, to perform necessary services, maintenance and
repairs or alterations to the building or the Premises, or
to show the Premises to any prospective tenant or
purchasers. Except in case of emergency such entry shall
be upon reasonable notice to Tenant and at such times and
in such manner as to minimize interference with the
reasonable business use of the Premises by Tenant.
16.2 Furniture and
Bulky Articles. Tenant shall move furniture and bulky articles in and out
of the Building or make independent use of the elevators
only at times approved by Landlord following at least 24
hours written notice to Landlord of the intended move.
Landlord will not unreasonably withhold its consent under
this paragraph.
17.1 Notices. Notices between the parties relating to this lease shall
be in writing, effective when delivered, or if mailed,
effective on the second day following mailing, postage
prepaid, to the address for the party stated in this lease
or to such other address as either party may specify by
notice to the other. Notice to Tenant may always be
delivered to the Premises. Rent shall be payable to
Landlord at the same address and in the same manner, but
shall be considered paid only when received.
18.1 Subordination. This lease shall be subject to and subordinate to any
mortgages, deeds of trust, or land sale contracts
(hereafter collectively referred to as encumbrances) now
existing against the Building. At Landlord's option this
lease shall be subject and subordinate to any future
encumbrance hereafter placed against the Building
(including the underlying land) or any modifications of
existing encumbrances, and Tenant shall execute such
documents as may reasonably be requested by Landlord or
the holder of the encumbrance to evidence this
subordination provided that the holder of said
encumbrances agrees not to disturb Tenant's possession so
long as Tenant is not in default of the Lease.
18.2 Transfer of
Building. If the Building is sold or otherwise transferred by
Landlord or any successor, Tenant shall attorn to the
purchaser or transferee and recognize it as the lessor
under this lease, and, provided the purchaser or
transferee assumes all obligations hereunder, the
transferor shall have no further liability hereunder.
18.3 Estoppels. Either party will within 10 days after notice from the
other execute, acknowledge and deliver to the other party
a certificate certifying whether or not this lease has
been modified and is in full force and effect; whether
there are any modifications or alleged breaches by the
other party; the dates to which rent has been paid in
advance, and the amount of any security deposit or prepaid
rent; and any other facts that may reasonably be
requested. Failure to deliver the certificate within the
specified time shall be conclusive upon the party of whom
the certificate was requested that the lease is in full
force and effect and has not been modified except as may
be represented by the party requesting the certificate.
If requested by the holder of any encumbrance, or any
ground lessor, Tenant will agree to give such holder or
lessor notice of an opportunity to cure any default by
Landlord under this lease.
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19.1 Attorneys'
Fees. In any litigation arising out of this lease, the
prevailing party shall be entitled to recover attorneys'
fees at trial and on appeal. If Landlord incurs
attorneys' fees because of a default by Tenant, Tenant
shall pay all such fees whether or not litigation is
filed.
20.1 Quiet
Enjoyment. Landlord warrants that so long as Tenant complies with all
terms of this lease it shall be entitled to peaceable and
undisturbed possession of the Premises free from any
eviction or disturbance by Landlord. Neither Landlord nor
its managing agent shall have any liability to Tenant for
loss or damages arising out of the acts, including
criminal acts, of other tenants of the Building or third
parties, nor any liability for any reason which exceeds
the value of its interest in the Building.
21.1 Additional
Rent: Cost-of-
Living
Adjustment. On each anniversary date of this lease, the Landlord shall
adjust the base rental in the same percentage as the
increase, if any, in the Consumer Price Index published by
the United States Department of Labor, Bureau of Labor
Statistics. The change shall be computed by comparing the
schedule entitled "U.S. City Average, All Items, All Urban
Consumers, 1982 - 84 = 100" for the latest available month
preceding the month in which the lease term commenced with
the same figure for the same month in the years for which
the adjustment is computed. All comparisons shall be made
using index figures derived from the same base period and
in no event shall this provision operate to decrease the
monthly rental for the Premises below the initial stated
monthly rental, plus property tax adjustments and
operating expense adjustments as provided in this Lease.
If the index cited above is revised or discontinued during
the term of this Lease then the index that is designated
by the Portland Metropolitan Association of Building
Owners and Managers to replace it shall be used.
22.1 Parking. Landlord shall provide forty-six (46) unassigned parking
spaces at no charge to Tenant in the parking lots located
north of the Building. In the event the parking lots
shall become unavailable, Landlord may reassign the parking
spaces to a substitute parking lot or structure located
within a two-block radius from the Building. Short term
parking for Tenant's customers, suppliers, and invitees
shall be without charge. Landlord reserves the right at
any time to promulgate rules and regulations relating to
the use of such parking areas, including reasonable
restrictions on parking by tenants and employees, to make
changes in the parking layout from time to time, and to
establish reasonable time limits on parking in visitor's
parking areas. Overnight parking is prohibited unless
authorized by Landlord and any vehicle violating this or
any other vehicle regulation adopted by Landlord is
subject to removal at owner's expense.
23.1 Restriction
on Use of Third
Floor South Patio. Landlord shall not permit tables and chairs to be placed
on the south patio adjacent to the Premises. The patio is
cross-hatched on the attached Exhibit "A-2". Landlord
will prohibit loitering on the patio by tenants and the
public and use reasonable efforts to enforce such
prohibition including the installation of "No Loitering"
signs on the patio.
24.1 Complete
Agreement. This lease and the attached Exhibits and Schedules if any,
constitute the entire agreement of the parties and
supersede all prior written and oral agreements and
representations. Neither Landlord nor Tenant is relying
on any representations other than those expressly set
forth herein.
24.2 Space Leased
as is. Unless otherwise stated in this Lease, the Premises are
leased as is in the condition now existing with no
alterations or other work to be performed by Landlord.
24.3 Captions. The titles to the paragraphs of this lease are descriptive
only and are not intended to change or influence the
meaning of any paragraph or to be part of this lease.
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24.4 Nonwaiver. Failure by Landlord to promptly enforce any regulation,
remedy or right of any kind under this Lease shall not
constitute a waiver of the same and such right or remedy
may be asserted at any time after Landlord becomes
entitled to the benefit thereof notwithstanding delay in
enforcement.
24.5 Exhibits. The following Exhibits are attached hereto and
incorporated as a part of this lease: Xxxxxxxx "X", "X-0"
and "A-2".
IN WITNESS WHEREOF, the duly authorized representatives of the parties have
executed this lease as of the day and year first written above.
LANDLORD: XXXXXX MILL BUILDING PARTNERSHIP,
an Oregon non-profit corporation ADDRESS FOR NOTIFICATION
0 XX Xxxxx Xxxxxx (Naito
Parkway)
By: X. XXXXX CORPORATION Xxxxxxxx, Xxxxxx 00000
an Oregon corporation, as
General Partner
By: /s/ Xxxxxx Xxxxx
-----------------------------------
Its: C.E.O.
TENANT: HEALTHFIRST MEDICAL GROUP, P.C., ADDRESS FOR NOTIFICATION
an Oregon corporation 0000 XX Xxxxx Xxxxxx
(Naito Parkway)
By: /s/ Xxx Xxxxxxxxx Xxxxxxxx, Xxxxxx 00000
---------------------------------------
Its: Sr. VP, Bus. Ops.
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SEAL:
STATE OF OREGON )
ss
COUNTY OF MULTNOMAH )
On this 30th day of September, 1996, personally appeared Xxxxxx X. Xxxxx
who, being duly sworn, did say that he is the Chief Executive Officer of X.
Xxxxx Corporation, an Oregon corporation, and that the foregoing instrument
was signed on behalf of said corporation by authority of its Board of
Directors; and acknowledged said instrument to be the voluntary act and deed
of said corporation. Before me:
/s/ Xxxxxx Xxxxxxx
----------------------------------------
[SEAL] Notary Public of Oregon
My Commission Expires: 4/24/97
-------
SEAL:
STATE OF OREGON )
ss
COUNTY OF MULTNOMAH )
On this 27th day of September, 1996, personally appeared Nisenfeld who,
being duly sworn, did say that he is the Senior Vice President of HealthFirst
Medical Group, P.C., an Oregon corporation, and that the foregoing instrument
was signed on behalf of said corporation by authority of its Board of
Directors; and acknowledged said instrument to be the voluntary act and deed
of said corporation. Before me:
/s/ Xxxxxxx Xxxxx
----------------------------------------
[SEAL] Notary Public of Oregon
My Commission Expires: 2/20/2000
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EXHIBIT "A-1"
LEGAL DESCRIPTION
PARCEL I:
That portion of the following tract lying Southeasterly of the line between
Lots 15 and 16, Block 318, COUCH'S ADDITION TO THE CITY OF PORTLAND, and the
Northeasterly extension of said line: A parcel of land in Block 318, COUCH'S
ADDITION TO THE CITY OF PORTLAND, and between said block and the ordinary low
water line of the Willamette River, in the Northwest one-quarter of Xxxxxxx
00, Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx, Xxxxxxxxxx Meridian, and in the City of
Portland, Multnomah County, Oregon, described as follows:
Beginning at an angle point on the Northeasterly right-of-way line of N.W.
Front Avenue, being a point on the Southwesterly line of Lot 5 of said Block
318; thence along said right-of-way line North 50 degrees 27 feet 00 inches
West 663.00 feet to the Southeasterly line of the Northwesterly 10.00 feet of
Lot 18; thence along said Southeasterly line North 39 degrees 33 feet 00 inches
East 15.00 feet; thence North 50 degrees 27 feet 00 inches West 300.00 feet
to the Southeasterly line of the Northwesterly 10.00 feet of Lot 24; thence
along said Southeasterly line and its Northeasterly extension North 39
degrees 33 feet 00 inches East 241.30 feet to the ordinary low water line of
the Willamette River as established in that Record of Survey recorded as C.5.
50618 at the Multnomah County Surveyor's Office; thence along and continuing
along said surveyed line South 57 degrees 00 feet 00 inches East 35.90 feet;
thence South 47 degrees 30 feet 00 inches East 70.00 feet; thence South 54
degrees 00 feet 00 inches East 47.00 feet; thence South 46 degrees 45 feet 00
inches East 110.00 feet; thence South 40 degrees 30 feet 00 inches East 95.00
feet; thence South 52 degrees 30 feet 00 inches East 130.00 feet; thence
South 42 degrees 00 feet 00 inches East 80.00 feet; thence South 55 degrees
00 feet 00 inches East 50.00 feet; thence South 37 degrees 30 feet 00 inches
East 92.00 feet; thence South 52 degrees 30 feet 00 inches East 40.00 feet;
thence South 40 degrees 00 feet 00 inches East 230.00 feet; thence South 28
degrees 00 feet 00 inches East 20.00 feet; thence South 47 degrees 00 feet 00
inches East 50.00 feet; thence South 38 degrees 00 feet 00 inches East 40.00
feet; thence South 59 degrees 00 feet 00 inches East 36.97 feet to the
Northwesterly line of the parcel occupied by the Broadway Bridge; thence
leaving said surveyed line South 31 degrees 32 feet 13 inches West along said
bridge parcel line 192.62 feet to the Northeasterly right-of-way line of N.W.
Front Avenue; thence along said right-of-way line North 39 degrees 56 feet 47
inches West 124.53 feet to the point of beginning.
PARCEL II:
All state-owned submerged land located along the left bank of the Willamette
River adjacent to Block 318, COUCH'S ADDITION to the City of Portland, in the
Northwest one-quarter of Section 34, Township 1 North, Range 1 East,
Willamette Meridian, Multnomah County, Oregon, within the following described
parcel: Beginning at a point on the Northerly right-of-way line of the
Broadway Bridge and the line of ordinary low water; thence waterward
perpendicular to the thread of the stream 42.72 feet, more or less, to the
USCE Harbor line Map WR-3-5/5 (1968); thence North 44 degrees 50 feet 09
inches West, along said harbor line, 185.59 feet, to a point; thence
shoreward along a line perpendicular to the thread of the stream 44.51 feet,
more or less, to a point on the ordinary low water line; thence upstream
along the ordinary low water line to the point of beginning.
PARCEL III:
Parts of Lots One (1) and Two (2) in Block 318 of COUCH'S ADDITION to the
City of Portland, commencing at a point in the certain line of Seventh Street
119.50 feet North 1 degrees 27 feet West from the North line of Xxxxxxx
Street, said point being the intersection of the center line of Broadway of
Xxxxxxxxx Xxxxxx'x Addition to East Portland if extended South 51 degrees 32
feet West its present course; thence North 51 degrees 32 feet East along the
center line of Broadway if extended 519.31 feet to the East line of Xxxxx
Xxxxx Xxxxxx and the place of beginning of the tract of land to be described;
thence North 59 degrees 57 feet West along the East line of Xxxxx Xxxxx
Xxxxxx 35.01 feet; thence North 51 degrees 37 feet 234.88 feet to the
Westerly Harbor Line of the Willamette River; thence South 44 degrees 09 feet
East along said Harbor Line 70.34 feet; thence South 51 degrees 32 feet West
240.03 feet to the East line xx Xxxxx Xxxxx Xxxxxx; thence North 39 degrees
57 feet West 35.01 feet to the place of beginning, all in the City of
Portland, County of Multnomah, State of Oregon.
Please Initial
[ILLEGIBLE] JN
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Landlord Tenant
EXHIBIT "A-2"
XXXXXX MILL
THIRD FLOOR
[GRAPHIC]
All square footages are approximate.
Rentable square footage figures are based upon an 8.9% load factor.
