LEASE
DATED: JULY 11, 1997
BETWEEN: PACIFIC REALTY ASSOCIATES, L.P.,
A DELAWARE LIMITED PARTNERSHIP LANDLORD
AND: INTELLIPHONE, INC.,
A MINNESOTA CORPORATION
dba TELCO NORTHWEST, INC. TENANT
Tenant wishes to lease from Landlord the following described property,
hereinafter referred to as "the Premises":
Approximately 2,250 square feet of warehouse and office space located in
Building C, Oregon Business Park II, 15838 S.W. Xxxxx Xxxxxx Xxxxx Xxxx, Xxxx
Xxxxxx, Xxxxxx 00000 and as further described on the attached Exhibits A and
B.
If the Premises consist of a portion but not all of a building, the
building housing the Premises is hereinafter referred to as "the Building."
Landlord leases the Premises to Tenant for a term of 12 months
commencing August 1, 1997 and continuing through July 31, 1998 at a base rent
of One Thousand Two Hundred and No/100 Dollars ($1,200.00) per month.
Rent for the first month of the Lease term shall be paid upon execution
of this Lease. All rent, including base rent together with the charges, taxes
and expenses to be paid to Landlord specified in Paragraphs 3 and 4 of this
Lease, is payable in advance on the first day of each calendar month. If
Landlord consents, Tenant may occupy the Premises prior to such commencement
date upon payment of rent on a prorated basis and compliance with all terms
of this Lease.
Delivery of possession shall occur when the Premises are occupied by
Tenant or are ready to be occupied by Tenant with all work to be performed by
Landlord substantially completed. No notice shall be required from Landlord
if the Premises are ready on the date set for commencement of the term or on
the first business day thereafter. If Landlord is unable to deliver
possession of the Premises to Tenant because of strikes, acts of God, or any
other cause beyond Landlord's control, then Tenant may take possession when
Landlord notifies Tenant that the Premises are ready for possession, and the
term of this Lease shall commence on the first day of the first month
following such date and continue for the specified number of months
thereafter, notwithstanding the commencement and termination dates stated
above. Tenant shall owe no rent until the Premises are ready for
possession. Landlord shall have no liability for such delays in delivery of
possession, and neither party shall have the right to terminate except that
Landlord may cancel this Lease without liability if permission to construct,
use, or furnish necessary utilities to the Premises is denied or revoked by
any governmental agency or public utility with such authority.
This Lease is subject to the following additional terms to which the
parties agree:
1. USE OF THE PREMISES.
1.1. Tenant shall use the Premises only for the purpose of conducting
the following business:
Sales, warehouse, and administration of pay telephone and related
items.
If such use is prevented by any law or governmental regulation,
Tenant may use the Premises for other reasonable uses.
1.2. In connection with its use, Tenant shall at its expense comply with
all applicable laws, ordinances, and regulations of any public authority,
including those requiring alteration of the Premises because of Tenant's
specific use; shall create no nuisance nor allow any objectionable liquid,
odor, or noise to be emitted from the Premises; shall store no gasoline or
other highly combustible materials on the Premises which would violate any
applicable fire code or regulation nor conduct any operation that will
increase Landlord's fire insurance rates for the Premises; and shall not
overload the floors or electrical circuits of the Premises. Landlord shall
have the right to approve the installation of any power-driven machinery by
Tenant and may select a qualified electrician whose opinion will control
regarding electrical circuits and a qualified engineer or architect whose
opinion will control regarding floor loads. Allowable ground floor load
shall be 500 pounds per square foot.
1.3. Tenant may erect a sign stating its name, business, and product
after first securing Landlord's written approval of the size, color, design,
wording, and location, and all necessary governmental approvals. No signs
shall be painted on the Building or exceed the height of the Building. All
signs installed by Tenant shall be removed upon termination of this Lease
with the sign location restored to its former state.
1.4. Tenant shall make no alterations, additions, or improvements to the
Premises or change the color of the exterior without Landlord's prior written
consent and without a valid building permit issued by the appropriate
governmental agency. Upon termination of this Lease, any such alterations,
additions, or improvements (including without limitation all electrical,
lighting, plumbing, heating and air-conditioning equipment, doors, windows,
partitions, drapery, carpeting, shelving, counters, and physically attached
fixtures) shall at once become part of the realty and belong to Landlord
unless the terms of the applicable consent provide otherwise, or Landlord
requests that part of all of the additions, alterations, or improvements be
removed. In such case, Tenant shall at its sole cost and expense promptly
remove the specified additions, alterations, or improvements and repair and
restore the Premises to its original condition.
2. SECURITY DEPOSIT.
Upon execution of this Lease, Tenant shall deposit with Landlord the
sum of $1,200.00, hereinafter referred to as "the Security Deposit," to
secure the faithful performance by Tenant of each term, covenant, and
condition of this Lease. If Tenant shall at any time fail to make any
payment or fail to keep or perform any term, covenant, and condition on its
part to be made or performed or kept under this Lease, Landlord may, but
shall not be obligated to and without waiving or releasing Tenant from any
obligation under this Lease, use, apply or retain the whole or any part of
the Security Deposit (i) to the extent of any sum due to Landlord; or (ii) to
make any required payment on Tenant's behalf; or (iii) to compensate Landlord
for any loss, damage, attorneys' fees, or expense sustained by Landlord due
to Tenant's default. In such event, Tenant shall, within five (5) days of
written demand by Landlord, remit to Landlord sufficient funds to restore the
Security Deposit to its original sum; Tenant's failure to do so shall be a
material breach of this Lease. Landlord shall not be required to keep the
Security Deposit separate from its general funds, and Tenant shall not be
entitled to interest on such deposit. Should Tenant comply with all of the
terms, covenants, and conditions of this Lease and at the end of the term of
this Lease leave the Premises in the condition required by this Lease, then
the Security Deposit, less any sums owing to Landlord, shall be returned to
Tenant (or, at Landlord's option, to the last assignee of Tenant's interest
hereunder) within thirty (30) days after the termination of this Lease and
vacancy of the Premises by Tenant.
3. UTILITY CHARGES; MAINTENANCE.
3.1 Tenant shall pay when due all charges for electricity, natural
gas, water, garbage collection, janitorial service, sewer, and all other
utilities of any kind furnished to the Premises during the lease term. If
charges are not separately metered or stated, Landlord shall apportion the
utility charges on an equitable basis. Landlord shall have no liability
resulting from any interruption of utility services caused by fire or other
casualty, strike, riot, vandalism, the making of necessary repairs or
improvements, or any other cause beyond Landlord's reasonable control.
Tenant shall control the temperature in the Premises to prevent freezing of
any sprinkler system.
3.2. Landlord shall repair and maintain the roof, gutters, downspouts,
exterior walls, building structure, foundation, exterior paved areas, and
curbs of the Premises in good condition. Except for such obligations of
Landlord and except for any repairs or maintenance necessitated by the neglect
or will misconduct of Landlord, Tenant shall keep the Premises neatly
maintained and in good order and repair. Tenant's responsibility shall
include any routine maintenance and repair of the electrical system,
plumbing, drainpipes to sewers, air-conditioning and heating systems,
overhead and personnel doors, and the replacement of all broken or cracked
glass with glass of the same quality. Tenant shall refrain from any discharge
that will damage the septic tank or sewers serving the Premises.
3.3. If the Premises have a separate entrance, Tenant shall keep the
sidewalks abutting the Premises or the separate entrance free and clear of
snow, ice, debris, and obstructions of every kind.
4. TAXES, ASSESSMENTS, AND OPERATING EXPENSES.
4.1. In conjunction with monthly rent payments, Tenant shall each month
pay a sum representing Tenant's proportionate share of real property taxes
and operating expenses for the Premises. Such amount shall annually be
estimated by Landlord in good faith to reflect actual or anticipated costs.
Upon termination of this Lease or at periodic intervals during the term
hereof, Landlord shall compute its actual costs for such expenses during such
period. Any overpayment by Tenant shall be credited to Tenant, and any
deficiency shall be paid by Tenant within fifteen (15) days after receipt of
Landlord's statement. Landlord's records of expenses for taxes and operating
expenses may be inspected by Tenant at reasonable times and intervals.
4.2. Tenant's proportionate share of real property taxes shall mean that
percentage of the total assessment affecting the Premises which is the same
as the percentage which the rentable area of the Premises bears to the total
rentable area of all buildings covered by the tax statement. Tenant's
proportionate share of operating expenses for the Building shall be computed
by dividing the rentable area of the Premises by the total rentable area of
the Building. If in Landlord's reasonable judgment either of these methods of
allocation results in an inappropriate allocation to Tenant, Landlord shall
select some other reasonable method of determining Tenant's proportionate
share.
4.3. Real property taxes charged to Tenant hereunder shall include all
general real property taxes assessed against the Premises or payable during
the lease term, installment payments on Bancrofted special assessments, and
any rent tax, tax on Landlord's interest under this Lease, or any tax in lieu
of the foregoing, whether or not any such tax is now in effect. Tenant shall
not, however, be obligated to pay any tax based upon Landlord's net income.
Operating expenses charged to Tenant hereunder shall include all usual and
necessary costs of operating and maintaining the Premises, Building, and any
surrounding common areas including, but not limited to, the cost of all
utilities or services not paid directly by Tenant, property insurance,
property management, maintenance and repair of landscaping, parking areas,
and any other common facilities. Operating expenses shall not include roof
replacement or correction of structural deficiencies of the Building.
Notwithstanding the above, the increase in Tenant's proportionate share of
operating expenses shall not exceed five percent (5%) annually, on a
cumulative basis, for the term of this Lease, exclusive of real estate taxes.
4.4.
5. PARKING AND STORAGE AREAS.
5.1. Tenant, its employees, and customers shall have the exclusive right
to use any private parking spaces immediately adjacent to the Premises.
Tenant shall control the use of such parking spaces so that there will be no
unreasonable interference with the normal traffic flow, and shall permit no
parking on any landscaped or unpaved surface. Under no circumstances shall
trucks serving the Premises be permitted to block streets.
5.2. Tenant shall not store any materials, supplies, or equipment
outside in any unapproved or unscreened area. If Tenant erects any visual
barriers for storage areas, Landlord shall have the right to approve the
design and location. Trash and garbage receptacles shall be kept covered at
all times.
6. TENANT'S INDEMNIFICATION; LIABILITY INSURANCE.
6.1. Tenant shall not allow any liens to attach to the Premises as a
result of its activities. Tenant shall indemnify and defend Landlord from any
claim, liability, damage, or loss arising out of any activity on the Premises
by Tenant, its agents, or invitees or resulting from Tenant's failure to
comply with any term of this Lease.
6.2. Tenant shall carry general liability insurance on an occurrence
basis with combined single limits of not less than $1,000,000. Such insurance
shall be provided by an insurance carrier reasonably acceptable to Landlord
and shall be evidenced by a certificate delivered to Landlord stating that
the coverage will not be cancelled or materially altered without ten (10)
days' advance written notice to Landlord. Landlord shall be named as an
additional insured on such policy.
7. PROPERTY DAMAGE; SUBROGATION WAIVER.
7.1. If fire or other casualty causes damage to the Building or the
Premises in an amount exceeding thirty percent (30%) of the full
construction-replacement cost of the Building or Premises, respectively,
Landlord may elect to terminate this Lease as of the date of the damage by
notice in writing to Tenant within thirty (30) days after such date.
Otherwise, Landlord shall promptly repair the damage and restore the Premises
to their former condition as soon as practicable. Rent shall be reduced
during the period to the extent the Premises are not reasonably usable for
the use permitted by this Lease because of such damage and required repairs.
7.2. Landlord shall be responsible for insuring the Building, and Tenant
shall be responsible for insuring its personal property and trade fixtures
located on the Premises.
7.3. Landlord and Tenant each hereby releases the other, and the other's
partners, officers, directors, agents and employees, from any and all
liability and responsibility to the releasing party and to anyone claiming by
or through it or under it, by way of subrogation or otherwise, for all
claims, or demands whatsoever which arise out of damage or destruction of
property occasioned by perils which can be insured by an All Risk Property
Insurance Coverage Form. Landlord and Tenant grant this release on behalf of
themselves and their respective insurance companies and each represents and
warrants to the other that it is authorized by its respective insurance
company to grant the waiver of subrogation contained in this Paragraph 7.3.
This release and waiver shall be binding upon the parties whether or not
insurance coverage is in force at the time of the loss or destruction of
property referred to in this Paragraph 7.3.
8. CONDEMNATION.
If a condemning authority takes the entire Premises or a portion
sufficient to render the remainder unsuitable for Tenant's use, then either
party may elect to terminate this Lease effective on the date that title
passes to the condemning authority. Otherwise, Landlord shall proceed as
soon as practicable to restore the remaining Premises to a condition
comparable to that existing at the time of the taking. Rent shall be abated
during the period of restoration to the extent the Premises are not
reasonably usable by Tenant, and rent shall be reduced for the remainder of
the term in an amount equal to the reduction in rental value of the Premises
caused by the taking. All condemnation proceeds shall belong to Landlord.
9. ASSIGNMENT AND SUBLETTING.
9.1. Tenant shall not assign its interest under this Lease nor sublet
the Premises without first obtaining Landlord's consent in writing, which
consent shall not be unreasonably withheld or delayed. This provision shall
apply to all transfers by operation of law or through waivers 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 one
assignment or subletting shall be a consent to any further assignment or
subletting. If Tenant assigns this Lease or sublets the Premises for an
amount in excess of the rent called for by this Lease, such excess shall be
paid to Landlord promptly as it is received by Tenant.
9.2. Subject to the above limitations on transfer of Tenant's interest,
this Lease shall bind and inure to the benefit of the parties, their
respective heirs, successors, and assigns.
10. DEFAULT.
Any of the following shall constitute a default by Tenant under this Lease:
10.1. Tenant's failure to pay rent or any other charge under this Lease
within ten (10) days after it is due, or failure to comply with any other
term or condition within twenty (20) days following written notice from
Landlord specifying the noncompliance. If such noncompliance cannot be cured
within the twenty (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.
10.2. Tenant's insolvency; assignment for the benefit of its creditors;
Tenant's voluntary petition in bankruptcy or adjudication as bankrupt, or the
appointment of a receiver for Tenant's properties.
11. REMEDIES FOR DEFAULT.
In case of default as described in Paragraph 10 above, 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:
11.1. Terminate this Lease without relieving Tenant from its obligation
to pay damages.
11.2. Retake possession of the Premises by summary proceedings or
otherwise, in which case Tenant's liability to Landlord for damages shall
survive the tenancy. Landlord may, after such retaking of possession, relet
the Premises upon any reasonable terms. No such reletting shall be construed
as an acceptance of a surrender of Tenant's leasehold interest.
11.3. Recover damages caused by Tenant's default which shall include
reasonable attorneys' fees at trial and on any appeal therefrom. 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
equal to 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 rate of six (6%) percent per annum.
11.4. Make any payment or perform any obligation required of Tenant so
as to cure Tenant's default, in which case Landlord shall be entitled to
recover all amounts so expended from Tenant, plus interest at the rate of ten
percent (10%) per annum from the date of the expenditure.
12. SURRENDER ON TERMINATION.
12.1. On expiration or early termination of this Lease, Tenant shall
deliver all keys to Landlord, have final utility readings made on the date of
move out, and surrender the Premises clean and free of debris inside and out,
with all mechanical, electrical, and plumbing systems in good operating
condition, all signing removed and defacement corrected, and all repairs
called for under commencement of the term, subject only to depreciation and
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 said property shall be an abandonment of same, and
Landlord may dispose of its in any manner without liability.
12.2 If Tenant fails to vacate the Premises when required, Landlord may
elect either to treat Tenant as a tenant from month to month, subject to all
provisions of this Lease except the provision for term, or to eject Tenant
from the Premises and recover damages caused by wrongful holdover.
13. LANDLORD'S LIABILITY.
13.1. 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 or persons
claiming through Landlord.
13.2. All persons dealing with Pacific Realty Associates, L.P.
("Partnership") must look solely to the property and assets of Partnership
for the payment of any claim against Partnership or for the performance or
any obligation of Partnership as neither the general partner, limited
partners, employees, nor agents of Partnership assume any personal liability
for obligations entered into on behalf of Partnership (or its predecessors in
interest) and their respective properties shall not be subject to the claims
of any person in respect of any such liability or obligation. As used herein,
the words "property and assets of partnership" exclude any rights of
Partnership for the payment of capital contributions or other obligations to
it by the general partner or any limited partner in such capacity.
14. MORTGAGE OR SALE BY LANDLORD; ESTOPPEL CERTIFICATES.
14.1. This Lease is and shall be prior to any mortgage or deed of trust
("Encumbrance") recorded after the date of this Lease and affecting the
Building and the land upon which the Building is located. However, if any
lender holding an Encumbrance secured by the Building and the land underlying
the Building requires that this Lease be subordinate to the Encumbrance, then
Tenant agrees that this Lease shall be subordinate to the Encumbrance if the
holder thereof agrees in writing with Tenant that so long as Tenant performs
its obligations under this Lease no foreclosure, deed given in lieu of the
foreclosure, or sale pursuant to the terms of the Encumbrance, or other steps
or procedures taken under the Encumbrance shall affect Tenant's rights under
this Lease. If the foregoing condition is met, Tenant shall execute the
written agreement and any other documents required by the holder of the
Encumbrance to accomplish the purposes of this paragraph.
14.2. If the Building is sold as a result of foreclosure of any
Encumbrance thereon or otherwise transferred by Landlord or any successor,
Tenant shall attorn to the purchaser or transferee, and the transferor shall
have no further liability hereunder.
14.3. Either party shall within twenty (20) days after notice from the
other execute and deliver to the other party a certificate stating whether or
not this Lease has been modified and is in full force and effect and
specifying any modifications or alleged breaches by the other party. The
certificate shall also state the amount of monthly base rent, the dates to
which rent has been paid in advance, and the amount of any security deposit
or prepaid rent. 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.
15. DISPUTES - ATTORNEYS' FEES.
In the event of any litigation arising out of this lease, the prevailing
party shall be entitled to recover from the other party, in addition to all
other relief provided by law or judgement, its reasonable costs and
attorneys' fees incurred both at and in preparation for trial and any appeal
or review, such amount to be as determined by the court(s) before which the
matter is hears. Disputes between the parties which are to be litigated shall
be tried before a judge without a jury.
16. SEVERABILITY.
If any provision of this Lease is held to be invalid, unenforceable or
illegal the remaining provisions shall not be affected and shall be enforced
to the fullest extent permitted by law.
17. INTEREST AND LATE CHARGES.
Rent not paid within ten (10) days of when due shall bear interest from
the date due until paid at the rate of ten percent (10%) per annum. Landlord
may at its option impose a late charge of $.05 for each $1.00 of rent for
rent payments made more than ten (10) days late in addition to interest and
other remedies available for default.
18. GENERAL PROVISIONS.
18.1 Waiver by either party of strict performance of any provision of
this Lease shall not be a waiver of nor prejudice the party's right otherwise
to require performance of the same provision or any other provision.
18.2 Subject to the limitations on transfer of Tenant's interest, this
Lease shall bind and inure to the benefit of the parties, their respective
heirs, successors, and assigns.
18.3 Landlord shall have the right to enter upon the Premises at any
time to determine Tenant's compliance with this Lease, to make necessary
repairs to the Building or the Premises, or to show the Premises to any
prospective tenant or purchasers, provided that in doing so Landlord shall
exercise reasonable efforts to minimize disruptions to Tenant's business.
During the last two months of the term, Landlord may place and maintain upon
the Premises notices for leasing or sale of the Premises.
18.4 If this Lease commences or terminates at a time other than the
beginning or end of one of the specified rental periods, then the rent
(including Tenant's share of real property taxes, if any) shall be prorated as
of such date, and in the event of termination for reasons other than default
all prepaid rent shall be refunded to Tenant or paid on its account.
18.5 Tenant shall within ten (10) days following Landlord's written
request deliver to Landlord a written statement specifying the dates to which
the rent and other charges have been paid, whether the Lease is unmodified
and in full force and effect, and any other matters that may reasonably be
requested by Landlord.
18.6 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. Rent shall be payable to Landlord at the same address and in the
same manner.
19. ENVIRONMENTAL.
19.1 DEFINITIONS. The term "Environmental Law" shall mean any federal,
state or local statute, regulation or ordinance or any judicial or other
governmental order pertaining to the protection of health, safety or the
environment. The term "Hazardous Substance" shall mean any hazardous, toxic,
infectious or radioactive substance, waste and material as defined or listed
by any Environmental Law and shall include, without limitation, petroleum oil
and its fractions.
19.2 USE OF HAZARDOUS SUBSTANCES. Tenant shall not cause or permit any
Hazardous Substance to be spilled, leaked, disposed of or otherwise released
on or under the Premises. Tenant may use and sell on the Premises only those
Hazardous Substances typically used and sold in the prudent and safe
operation of the business permitted by Paragraph 1 of this Lease. Tenant may
store such Hazardous Substances on the Premises, but only in quantities
necessary to satisfy Tenant's reasonably anticipated needs. Tenant shall
comply with all Environmental Laws and exercise the highest degree of care in
the use, handling and storage of Hazardous Substances and shall take all
practicable measures to minimize the quantity and toxicity of Hazardous
Substances used, handled or stored on the Premises.
19.3 NOTICES. Tenant shall immediately notify Landlord upon becoming
aware of the following: (a) any spill, leak, disposal or other release of a
Hazardous Substance on, under or adjacent to the Premises; (b) any notice or
communication from a governmental agency or any other
person relating to any Hazardous Substance on, under or adjacent to the
Premises; or (c) any violation of any Environmental Law with respect to the
Premises or Tenant's activities on or in connection with the Premises.
19.4 SPILLS AND RELEASES. In the event of a spill, leak, disposal or
other release of a Hazardous Substance on or under the Premises caused by
Tenant or any of its contractors, agents or employees or invitees, or the
suspicion or threat of the same, Tenant shall (i) immediately undertake all
emergency response necessary to contain, cleanup and remove the released
Hazardous Substance, (ii) promptly undertake all investigatory, remedial,
removal and other response action necessary or appropriate to ensure that any
Hazardous Substances contamination is eliminated to Landlord's reasonable
satisfaction, and (iii) provide Landlord copies of all correspondence with
any governmental agency regarding the release (or threatened or suspected
release) or the response action, a detailed report documenting all such
response action, and a certification that any contamination has been
eliminated. All such response action shall be performed, all such reports
shall be prepared and all such certifications shall be made by an
environmental consultant reasonably acceptable to Landlord.
19.5 CONDITION UPON TERMINATION. Upon expiration of this Lease or sooner
termination of this Lease for any reason, Tenant shall remove all Hazardous
Substances and facilities used for the storage or handling of Hazardous
Substances from the Premises and restore the affected areas by repairing any
damage caused by the installation or removal of the facilities. Following
such removal, Tenant shall certify in writing to Landlord that all such
removal is complete.
19.6 ASSIGNMENT AND SUBLETTING. Notwithstanding the provisions of
Paragraph 9 of this Lease, it shall not be unreasonable for Landlord to
withhold its consent to any assignment, sublease or other transfer of the
Tenant's interest in this Lease if a proposed transferee's anticipated use of
the Premises involves the generation, storage, use, sale, treatment, release
or disposal of any Hazardous Substance.
19.7 Indemnity.
19.7.1 BY TENANT. Tenant shall indemnify, defend and hold harmless
Landlord, its employees and agents, any persons holding a security interest
in the Premises, and the respective successors and assigns of each of them
from and against any and all claims, demands, liabilities, damages, fines,
losses, costs (including without limitation the cost of any investigation,
remedial, removal or other response action required by Environmental Law) and
expenses (including without limitation attorneys' fees and expert fees in
connection with any trial, appeal, petition for review or administrative
proceeding) arising out of or in any way relating to the use, treatment,
storage, generation, transport, release, leak, spill, disposal or other
handling of Hazardous Substances on the Premises by Tenant or any of its
contractors, agents or employees or invitees. Tenant's obligations under this
paragraph shall survive the expiration or termination of this Lease for any
reason. Landlord's rights under this paragraph are in addition to and not in
lieu of any other rights or remedies to which Landlord may be entitled under
this agreement or otherwise.
19.7.2. BY LANDLORD. Landlord shall indemnify, defend and hold
harmless Tenant and its employees and agents and the respective
successors and assigns of each of them from and against any and all
claims, demands, liabilities, damages, fines, losses, costs (including
without limitation the cost of any investigation, remedial, removal or
other response action required by Environmental Law) and expenses
(including without limitation) attorneys' fees and expert fees in
connection with any trial, appeal, petition for review or administrative
proceeding) arising out of or in any way relating to the actual or
alleged use, treatment, storage, generation, transport, release, leak,
spill, disposal or other handling of Hazardous Substances on the
Premises by Landlord, or any of its contractors, agents or employees or
by Landlord's previous tenants of the Premises. Landlord's obligations
under this paragraph shall survive the expiration or termination of this
Lease for any reason. Tenant's rights under this paragraph are in
addition to and not in lieu of any other rights or remedies to which
Tenant may be entitled under this Agreement or otherwise.
20. OPTION TO REVIEW.
If not then in default, Tenant shall have the option to renew this
Lease for two additional 1-year terms by giving Landlord written notice of
intent to extend at least 120 days prior to expiration of the proceeding
term. All provisions of this Lease shall apply during the extended term,
except that rent for the renewal periods shall be as follows:
BASE RENT
PERIOD PER MONTH
---------------------------------------------------------
August 1, 1998 through July 31, 1999 $1,200.00
---------------------------------------------------------
August 1, 1999 through July 31, 2000 $1,250.00
---------------------------------------------------------
If Tenant elects not to exercise the first 1-year renewal period, then
the second 1-year renewal period shall be null and void.
21. TENANT IMPROVEMENTS.
The Premises shall be taken by Tenant in "as-is" condition with
existing improvements configured generally as shown on the attached Exhibit B.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the respective dates set opposite their signatures below, but this Agreement
on behalf of such party shall be deemed to have been dated as of the date
first above written.
LANDLORD:
PACIFIC REALTY ASSOCIATES, L.P.,
a Delaware limited partnership
By: PacTrust Realty, Inc.,
a Delaware corporation,
its General Partner
Date: Aug 2 , 1997 By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Vice President
Address for Notices/Rent Payments to Landlord:
00000 X.X. Xxxxxxx Xxxxxxx, #000-XXXX
Xxxxxxxx, XX 00000
TENANT:
INTELLIPHONE, INC.,
A MINNESOTA CORPORATION
dba TELCO NORTHWEST, INC.
Date: 7/25 , 1997 By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
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Title: Exec V.P.
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Date: , 1997 By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
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Title: CFO
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Address for Legal Notices to Tenant:
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Address for Invoices to Tenant:
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Tenant Employer Identification Number:
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