LEASE
DATED: JANUARY 24, 2000
BETWEEN: PACIFIC REALTY ASSOCIATES, L.P.,
A DELAWARE LIMITED PARTNERSHIP LANDLORD
AND: MICROFIELD GRAPHICS, INC.,
AN OREGON CORPORATION TENANT
Tenant wishes to lease from Landlord the following described property,
hereinafter referred to as "the Premises":
Approximately 12,000 square feet of warehouse and office space located
in Building No. 18, Oregon Business Park I, 00000 X.X. 00xx Xxxxxx, Xxxxxxxx,
Xxxxxx 00000, and as further described on the attached Exhibits A, B and C.
Landlord leases the Premises to Tenant for a term of thirty-nine
(39) months commencing approximately April 1, 2000 and continuing through
June 30, 2003 at a base rent of Six Thousand Seven Hundred Twenty and No/100
Dollars ($6,720.00) per month. If the term commences on a date different than
the one set forth above, Landlord and Tenant shall execute a supplemental
agreement setting forth the commencement date and termination date. See
Paragraph 20 of this lease for renewal options.
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 on a rent free basis.
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. Interior shall be substantially complete and
suitable for Tenant's required use. Exterior shall be sufficiently complete to
permit ingress and egress, employee, customer and vendor parking, and truck
staging area, all on finished asphalt. 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 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 PROMISES.
1.1. Tenant shall use the Premises only for the purpose of conducting
the following business:
Development, manufacturing, marketing and sales of computer peripheral
equipment.
If such use is prevented by any law or governmental regulation, Tenant
may use the Premises for other reasonable uses. Landlord shall construct the
Premises and tenant improvements therein so as to be in compliance with all
applicable laws, rules and regulations in effect as of the commencement date of
this Lease.
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 300 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 or 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.
Landlord currently holds a security deposit totaling $26,791.00,
$20,071.00 of which shall be applied to Tenant's rental obligations for space it
currently leases from Landlord in Building P, PacTrust Business Center, 0000
X.X. Xxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxx 00000, with the remaining balance
of $6,720.00 applied as a security deposit for the Premises which are the
subject of this Lease, 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
"tent of any sum due to Landlord; or (ii) to make any required payment on
Tenants 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 interests 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, Tenant shall keep the Premises neatly maintained and
in good order and repair. Tenant's responsibility shall include maintenance
and repair of the wiring system (including connected light fixtures, switches
and outlets), plumbing and air conditioning and heating systems within the
Premises which are not under the Building concrete floor slab (unless damaged
by Tenant's negligence), overhead and personnel doors, and the replacement of
all broken or cracked glass with glass of the same quality. Landlord shall
warrant the proper performance of such items for one year following
completion. Tenant shall refrain from any discharge that will damage the
septic tank or sewers serving the Premises and will pay for any damage caused
by Tenant's improper discharges or use.
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. The cost of performing
such task, if any, shall be an operating expense as defined in Paragraph 4 of
this lease.
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
4.4. 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.
5. PARKING AND STORAGE AREAS.
5.1. Landlord shall provide a minimum of twenty (20) parking spaces in
a portion of the parking lot adjacent to the Premises for use by Tenant, which
shall include all visitor and code required handicap parking. Such parking
spaces are generally shown on the attached Exhibit B. 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 or
within the Building or the common areas serving the Building, 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 canceled 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. Neither party shall be liable to the other for any loss or damage
caused by water damage, sprinkler leakage, or any of the risks covered by a
standard fir insurance policy with extended coverage and sprinkler leakage
endorsements, and there shall be no subrogated claim by one party's insurance
carrier against the other party arising out of any such loss.
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. Such consent
shall not be unreasonably withheld, however, 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 Hazardous Substance. This provision shall apply to all
transfers by operation of law or through 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 one assignment or
subletting shall be a consent to any further assignment or subletting.
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; Tenants 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 this Lease completed. The Premises shall be
delivered in the same condition as at the 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 it 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 and at
a base rental of 120% of that specified in this lease, 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 of
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 9 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 heard. 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 Premise, or to show the Premises to any prospective
tenant or purchasers. 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. 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. Tenants 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 the 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. RENEWAL OPTION.
If not then in default, Tenant shall have the option to renew this
lease for two additional three-year terms by giving Landlord written notice
of its intent to extend at least 120 days prior to expiration of the
preceding term. All provisions of this lease shall apply during the extended
term, except that rent for the renewal period shall be an amount agreed upon
by the parties at least 90 days prior to commencement of the renewal period,
but in no case less than the rent applicable during the preceding term. If
Landlord and Tenant cannot agree on a rental rate at least 90 days prior to
commencement of the renewal period, each party shall designate a commercial
real estate broker familiar with lease rates for properties similar to the
Premises and the two selected shall designate a third broker having similar
qualifications.
21. OPTION TO TERMINATE.
Tenant may terminate this lease at any time during the term hereof by
providing Landlord 180 days advance written notice of its intent to do so.
22. FIRST RIGHT OF NOTICE.
Tenant shall have the First Right of Notice for any available space
within the Building. Landlord shall notify Tenant of the availability of such
space, and Tenant shall have five (5) business days after Landlord notifies
Tenant of such availability to enter into good faith negotiations for the Right
of First Notice space. Landlord agrees to negotiate in good faith with Tenant
for the lease of such First Right of Notice space.
23. TENANT IMPROVEMENTS.
Landlord shall, at its sole cost and expense, construct improvements
generally as shown on the attached Exhibit C. The improvements shall be done in
a workmanlike manner and shall be to Oregon Business Park I tenant finish
standards. Adjustments to the scope of work identified on Exhibit C shall be by
agreed change orders only. Any increased cost resulting from Tenant requested
adjustments or requests for additional work beyond the allowance noted therein
shall be reimbursed to Landlord by Tenant within 30 days of receipt of invoice
from Landlord, but not earlier than occupancy of the Premises.
24. SPECIAL PROVISIONS.
Tenant currently leases space from Landlord in Building P, PacTrust
Business Center, 0000 X.X. Xxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxx 00000 ("the
Present Premises'). Upon execution of this Lease and payment of a total of
$113,804.00 (inclusive of the $20,071.00 referenced in Paragraph 2 hereof),
representing base rent, taxes and operating expenses for the months of December,
1999, and January, February, and March 2000, by March 31, 2000, Tenant's
obligation for the Present Premises shall terminate and the lease agreement for
the Present Premises shall be of no further force or affect.
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
By: /s/ Xxxx X. Xxxxxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxxxxx
Vice President
Date: 1-24 , 2000
-----------
Address for Notices/Rent Payments to Landlord:
00000 X.X. Xxxxxxx Xxxxxxx, #300-WPMC
Xxxxxxxx, XX 00000
TENANT:
MICROFIELD GRAPHICS, INC.,
an Oregon corporation
Date: Jan 24 , 2000 By: /s/ Xxxx X. Xxxxxx
----------- -------------------------------
Name: Xxxx X. Xxxxxx
-----------------------------
Title: President & CEO
----------------------------
Date: , 2000 By:
----------- -------------------------------------------
Name:
------------------------------------------
Title:
----------------------------------------
Address for Legal Notices to Tenant:
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------
Address for Invoices to Tenant:
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------
Tenant Employer Identification Number:
-----------------------------------------------
