EXHIBIT 10.35
COLUMBIA SQUARE 01
OFFICE LEASE
DATED: January 29, 1999
BETWEEN: COLUMBIA SQUARE, L.L.C., an Oregon Limited LANDLORD;
Liability Company
AND: XXXXXX AND COMPANY INSURANCE SERVICES, INC., a California TENANT.
corporation DBA PACIFIC HERITAGE ADMINISTRATORS
Tenant wishes to lease from Landlord the following described property,
hereafter referred to as "the Premises":
Suite 600, an area of approximately 17,987 rentable square feet on the sixth
floor, as outlined on the attached Exhibit A. A 13% load factor is used on
Columbia Square.
located in the Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxx, Xxxxxx, hereafter
referred to as "the Building.'"
NOW, THEREFORE, Landlord and Tenant agree that the terms of this lease are as
follows:
1. TERM.
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The lease shall be for a term of 36 calendar months plus the partial
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month, if any, in which the lease commences. The term shall commence on 1/1/00
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and continue through 12/31/02.
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2. DELIVERY OF POSSESSION.
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Delivery of possession shall occur when Tenant actually occupies the Premises
or when the Premises are available for occupancy by Tenant with all work to be
performed by Landlord substantially completed. Landlord shall have no liability
for delays in delivery of possession caused by labor disputes, shortages of
materials, acts of God, or other cause beyond Landlord's reasonable control.
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3. RENT.
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3.1 Tenant shall pay as base rent for the Premises the sum of $ see Section 33
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___________________________ (U.S.) per month on the first day of each month.
Rent for any partial month during the lease term shall be prorated to reflect
the number of days during the lease that Tenant occupied the Premises.
3.2 in addition to base rental Tenant shall pay as additional rent escalation
payments computed according to Section 20 hereof.
3.3 Upon execution of this lease Tenant has paid the base rent for the first
full month of the lease term and in addition has paid the sum of $-0- as a
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security deposit. The deposit shall be held by Landlord to secure all payments
and performances due from Tenant under this lease. Landlord may commingle the
deposit with its funds and shall owe no interest on the deposit. Landlord may
apply the deposit to 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 deposit is
applied by Landlord, Tenant shall on demand pay the sum necessary to replenish
the deposit to its original amount. To the extent not applied by Landlord, the
deposit shall be refunded to Tenant within 30 days after expiration of the lease
term, or at Landlord's option, applied against the base rent for the last month
of the term.
4. USE OF THE PREMISES.
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4.1 Tenant shall use the Premises as business offices for the following
business and for no other purpose:
- General Business Offices -
4.2 In connection with its use, Tenant shall comply with all applicable laws,
ordinances, 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 liquid or noise to be
emitted from the Premises. Tenant shall store no materials nor conduct any
activities that will increase Landlord's fire insurance rates for the Premises.
4.3 Tenant shall install in the Premises only such machinery as is customary
for general office use and shall not overload the floors or electrical circuits
of the Premises. Landlord shall have the right to approve in advance the
installation of any power-driven machinery such as electronic data processing
equipment or other machinery not customary for normal office use. Landlord 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. If machinery installed by Tenant generates heat, any
additional air conditioning desired by Tenant shall be at Tenant's expense.
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4.4 No signs, awnings, antennas, or other apparatus shall be painted on or
attached to the Building or on any glass or woodwork of the Premises without
Landlord's written approval as to design, size, location, and color. All signs
installed by Tenant shall be removed upon termination of this lease with the
sign location restored to its former state.
5. UTILITIES AND SERVICES.
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5.1 Landlord will, at its expense, furnish Tenant with the following services
and utilities of quality and quantity customary in first-class office buildings
in the City of Portland:
(a) Elevator service during normal business hours of the Building and the
service of at least one elevator during all other hours.
(b) Heating and air-conditioning to maintain a temperature condition which in
Landlord's judgment provides for comfortable occupancy of the Premises under
normal business operations daily, except for Saturdays, Sundays and holidays,
provided Tenant complies with Landlord's instructions regarding use of drapes
and thermostats and Tenant does not utilize heat generating machines or
equipment which affect the temperature otherwise maintained by the air-
conditioning system. If requested by Tenant, Landlord will furnish heat,
ventilation or air-conditioning during other than normal business hours of the
Building during the week, Saturdays, Sundays and holidays. The cost of such
service shall be borne by Tenant at rates established by Landlord, which rates
will be known at the time of Tenant's request.
(c) Water for drinking, lavatory and toilet purposes.
(d) Electrical current for lighting and operation of low power usage office
machines.
(e) Janitorial service and window washing. This service includes vacuum
cleaning of carpets but no other services with respect to carpets or other floor
coverings which are not standard for the building.
5.2 Tenant shall comply with all government laws or regulations regarding the
use or reduction of use of utilities on the Premises. If Tenant's future use of
Premises results in a material increase in the amount of electricity required
over the amount required at the commencement of the lease term, or beyond the
required for typical office use from 7 a.m. through 6 p.m. five days per week,
then Tenant shall pay a reasonable charge for such increase in electricity
requirements when requested to do so by Landlord.
5.3 Landlord does not warrant that any of the services and utilities referred
to above will be free from interruption. Interruption of services and utilities
shall not be deemed an eviction or disturbance of Tenant's use and possession of
the Premises or render Landlord liable to Tenant for damages, or relieve Tenant
from performance of Tenant's obligations under this lease, but Landlord shall
take all reasonable steps to correct any interruptions in service.
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6. MAINTENANCE BY LANDLORD.
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6.1 Landlord shall repair and maintain the Building structure, foundation,
roof, gutters, exterior walls, halls, stairways and entryway, elevators and
common passageways in sound, clean, and serviceable condition. Landlord shall
also repair and maintain the draperies, windows, floors, ceilings, walls,
plumbing, plumbing fixtures, light fixtures and electrical distribution system
in good condition and repair except that such services will not be provided for
any of the foregoing items which are nonstandard for the Building. Landlord
shall replace light bulbs and fluorescent tubes in light fixtures which are
standard for the Building. Repair of damage caused by Tenant's negligent or
intentional acts or acts in breach of this lease shall be at Tenant's expense.
6.2 Landlord shall have the right to erect scaffolding and other apparatus
necessary for the purpose of making required repairs. Landlord shall have no
liability for failure to perform required maintenance and repair unless notice
of the needed maintenance or repair is given by Tenant and Landlord fails to
remedy the problem within a reasonable time. Landlord shall have no liability
for interference with Tenant's use by needed repairs and installations provided
these are performed in a manner so as to cause a reasonable minimum of
interference to Tenant.
7. MAINTENANCE AND ALTERATIONS BY TENANT.
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7.1 Tenant shall maintain the interior of the Premises in neat, clean, and
good condition at all times and shall repair all damage to the Premises caused
by Tenant's use, but Tenant shall not be required to repair normal wear
resulting from the ordinary use for which the Premises were leased.
7.2 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 written consent. Any such additions, alterations, or
improvements, except for unattached movable trade fixtures, shall at once become
part of the realty and belong to Landlord unless the terms of the applicable
consent provide otherwise. Landlord shall not unreasonably withhold consent
under the paragraph provided any proposed alterations are consistent with the
overall quality of the improvements in the premises.
8. TENANTS INDEMNIFICATION; LIABILITY INSURANCE.
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8.1 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.
8.2 Tenant shall carry public liability and property damage insurance with
limits of not less than $1,000,000 per occurrence. Such insurance shall be in a
form satisfactory to Landlord and shall be evidenced by a certificate delivered
to Landlord stating that the coverage will not be canceled or materially altered
without 10 days' advance
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written notice to Landlord. Landlord shall be named as an additional insured on
such policy.
9. CASUALTY DAMAGE; SUBROGATION WAIVER.
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9.1 If fire or other casualty causes damage to the Building in an amount
exceeding 30 percent of the full construction-replacement cost of the Building
(exclusive of foundations), Landlord may elect to terminate this lease by notice
in writing to Tenant within 30 days after such date. In the event of said
termination, Tenant shall receive its proportionate share of the replacement
cost award for the applicable Tenant Improvements. Otherwise, Landlord shall
promptly restore the Premises to their former condition as soon as practicable.
Rent shall be reduced during the period and to the extent the Premises are not
reasonably usable for the use permitted by this lease because of the casualty
damage and required repairs.
9.2 Landlord shall be responsible for insuring the Building and Tenant for
insuring its personal property and trade fixtures located on the Premises.
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 fire
insurance policy with an extended coverage endorsement, and there shall be no
subrogated claim by one party's insurance carrier against the other party
arising out of any such loss.
10. CONDEMNATION.
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If a condemning authority takes the entire Building or a substantial portion
of the Premises 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. Otherwise, Landlord shall
proceed as soon as practicable following the taking to restore the remainder of
the Building. Rent shall be reduced during the period of restoration to the
extent the Premises are not reasonably usable by Tenant. 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, except for any sums specifically awarded to Tenant for
relocation expenses.
11. ASSIGNMENT AND SUBLETTING.
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11.1 Tenant shall not assign its interest under this lease or sublet the
Premises without first obtaining Landlord's consent in writing. No consent in
one instance shall prevent this provision from applying to each subsequent
instance. 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.
11.2 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.
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12. DEFAULT.
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12.1 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
ten (10) days following written notice that 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 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 or business failure; 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.
12.2 Landlord's failure to give notice as to any failure of compliance by
Tenant shall not be a continuing waiver by Landlord as to the default.
13. REMEDIES FOR DEFAULT.
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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:
13.1 Landlord may terminate the lease and retake possession of the Premises.
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. 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.
13.2 Landlord may recover all damages caused by Tenant's default which shall
include an amount equal to rentals lost because of the default and the
unamortized cost of any tenant improvement installed by the 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 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 6 percent per annum.
13.3 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
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demand all amounts so expended, plus interest from the date of the expenditure
at the rate of 10 percent per annum. Any such payment or performance by Landlord
shall not waive Tenant's default.
14. SURRENDER ON TERMINATION.
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14.1 On expiration or early termination of this lease Tenant shall deliver
all keys to Landlord and surrender the Premises broom clean and 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 shall be an abandonment of the property, and Landlord
may dispose of it in any manner without liability. Landlord shall not be
unreasonable in determining the extent of said damage.
14.2 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 all provisions of this
lease except the provision for term and at the market rate then in effect for
comparable office space in downtown Portland; or (ii) to eject Tenant from the
Premises and recover damages caused by wrongful holdover.
15. REGULATIONS.
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Landlord shall have the right to make and enforce regulations consistent
with this lease for the purpose of promoting safety, order, cleanliness, and
good service to all tenants of the Building. Copies of all such regulations
shall be furnished to Tenant and shall be complied with as if part of this
lease, and shall be uniformly applied by Landlord.
16. ACCESS.
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16.1 During times other than usual business 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 refusing to permit access by anyone.
16.2 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 maintenance and repairs to the Building or the Premises, or to
show the Premises to any prospective tenant or purchasers. Such entry shall be
at such times and in such manner as not to interfere with the reasonable
business use of the Premises by Tenant.
16.3 Tenant shall move bulky articles in and out of the Building 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.
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17. NOTICES.
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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, but
shall be considered paid only when received.
18. MORTGAGE OR SALE BY LANDLORD; ESTOPPEL CERTIFICATES.
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18.1 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 the 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.
18.2 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.
18.3 Either party will within 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.
19. PREPARATION FOR OCCUPANCY.
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Any work to be performed by landlord prior to Tenant's occupancy shall be
set forth in a separate workletter signed by Landlord and Tenant, a copy of
which shall be attached to this lease.
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20. ANNUAL RENT ESCALATION.
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20.1 As used in this Section 20, the following terms are defined as follows:
(a) "Base Year" shall mean the calendar year 2000.
(b) "Tenant's Proportionate Share" shall mean a fraction, the numerator of
which is the number of square feet of rentable office space covered by this
lease and the denominator of which is the total number of rentable square feet
of office space in the Building, whether or not such space is actually rented,
and shall be 7%.
(c) "Operating Expenses" means all direct costs of operation and
maintenance of the Building as determined by standard accounting practices,
which may be reviewed by Tenant from time to time at Tenant's expense, and shall
include but shall not be limited to the following costs: real property taxes and
assessments or any fees or charges wholly or partially in substitution
therefore; rent taxes, gross receipt taxes, business license taxes, fees for
permits relating to the Building or any other fee or charge imposed on Landlord
as a direct consequence of owning or leasing the Building; water and sewer
charges, insurance premiums, utilities, janitorial services, labor of Building
attendants, Building management fees, maintenance of elevators and mechanical
systems, supplies, materials, equipment, and tools used in Building maintenance;
upkeep of any landscaping and common areas; and the annual amortized cost
(amortized over such a period as Landlord may select but not shorter than the
period allowed under the Internal Revenue Code and at a current market interest
rate) of capital improvements to the Building for any capital improvements
required by any governmental authority or those which have a reasonable
probability of improving the operating efficiency of the Building; the annual
amortized capital improvement cost. **see below
20.2 If the Operating Expenses for any calendar year after the Base Year
exceed those paid or incurred for the Base Year, then Tenant shall pay its
Proportionate Share of the increase, prorated with respect to years in which
this lease is in effect for less than the entire calendar year. Commencing
January 1 of the first year following the Base Year and for each year
thereafter, Landlord shall estimate in a reasonable manner the amount by which
Operating Expenses are anticipated to increase for that year over the Base Year.
Landlord shall compute Tenant's Proportionate Share of such estimated increase,
and one-twelfth of Tenant's Proportionate Share shall be paid by Tenant as
additional rent in connection with each monthly rent payment. At the conclusion
of each calendar year after the Base Year Landlord shall compute the actual
Operating Expense increases. If the estimated payments collected from Tenant are
insufficient to cover Tenant's Proportionate Share of the actual Operating
expense increases, Tenant shall within 20 days after receipt of a billing from
Landlord pay the difference. If Landlord's estimates exceeded the amount of
actual Operating Expense increases, Landlord shall at its option either refund
the excess to Tenant or apply the excess towards reducing Tenant's Proportionate
Share of Operating Expense increases for the next calendar year in which the
lease is in effect.
20.3 Landlord shall attempt to complete its computation of actual Operating
Expense increases by March of the year following the year for which the
computation
**If any portion of the Building is occupied by a tax-exempt tenant so that
the Building has a partial tax exemption under ORS 307.112 or a similar statute,
then real property taxes shall mean taxes computed as if such partial exemption
did not
COLUMBIA SQUARE 010
is to be made. Tenant shall pay any additional amounts or be entitled to refund
of any excess payments even if the lease term has expired and Tenant has vacated
the Premises at the time that Landlord's computation of actual Operating
Expenses is made.
20.4 If this lease commences in a year which does not qualify as a Base
Year as defined in paragraph 20.1 above, then on each January 1 until
establishment of a Base Year and commencement of collection of estimated
Operating Expense increases under paragraph 20.2 above, the base rent shall be
increased by an amount equal to 5 percent of the original base rent. Such
increases shall be cumulative until a Base Year has been established and
Landlord is authorized under paragraph 20.2 to commence collection of estimated
Operating Expense increases. Following establishment of a Base Year, the base
rent shall thereafter be the original base rent plus all increases computed
according to this paragraph.
20.5 If on January 1 of any calendar year this lease has not been in effect
for 12 months, then the escalation amounts which would otherwise be payable by
Tenant commencing on such January 1 shall be prorated by reducing the escalation
amount in proportion to the part of the year that this lease was not in effect.
21. ATTORNEYS' FEES.
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In any litigation arising out of this lease, the prevailing party shall be
entitled to recover attorneys' fees of trial and on any appeal. Any such
litigation shall be tried to a judge without a jury.
22. INTEREST AND LATE CHARGES.
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Rent not paid when due shall bear interest at the rate of 10 percent per
annum until paid. Landlord may at its option impose a late charge of $.05 for
each $1 of rent for rent payments made more than 10 days late in addition to
interest and other remedies available for default.
23. NON-SMOKING BUILDING.
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Columbia Square is a non-smoking building. Tenant, its agents, employees
and invitees are prohibited from smoking within the Building or the Premises.
Tenant shall at all times keep and maintain its Premises as a "nonsmoking" area
and shall require its employees, agents, and invitees to do the same. Landlord
shall have the right, in its sole discretion, to terminate the Lease at any time
after Tenant's third failure to observe the no smoking rules. Whether or not
Landlord exercises such option, Tenant shall be solely liable for all costs and
expenses associated with cleaning or maintenance required because of smoke
damage of any kind.
24. CONSENT
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Whenever Landlord's consent or approval is required under any clauses of
this Lease, Landlord shall have the right to grant or withhold its consent or
approval in its sole discretion and shall not be held to any standard of
reasonableness.
25. ADDITIONAL TERMS.
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This Lease incorporates the provisions of the following additional
documents which are attached hereto: Building Rules and Regulations
Rider to Lease
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IN WITNESS WHEREOF, the duly authorized representatives of the parties have
executed this lease as of the day and year first written above.
LANDLORD: COLUMBIA SQUARE, L.L.C, an Oregon By /s/ [SIGNATURE ILLEGIBLE]
------------------------------
Limited Liability Company
Address for notices: 000 XX Xxxxxxxx, Name: Xxxxxx Xxxx, Jr.
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Xxxxx 0000, Xxxxxxxx XX 00000 Title: Managing Member
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XXXXXX AND COMPANY INSURANCE SERVICES, INC. a California corporation
TENANT: dba PACIFIC HERITAGE ADMINISTRATORS By /s/ [SIGNATURE ILLEGIBLE]
------------------------------
Address for notices: 000 XX Xxxxxxxx, By: Xxxxx X. Xxxxxxxx
--------------- -----------------------------
Xxxxx 000, Xxxxxxxx XX 00000 By Chairman
------------------------------------ ------------------------------
Unless a different address is
indicated above, notices to
Tenant should be addressed to
the leased Premises.
STATE OF OREGON
SS.
County of
On this ______ day of ______________, 19 ____, personally appeared before me,
___________________________________ who, being sworn stated that he is the
_________________of, ______________________, a _____________corporation,
and that this lease was voluntarily signed in behalf of such corporation by
authority of its Board of Directors.
_______________________________
Notary Public for
My commission expires:
Rider to Lease between Columbia Square, L.L.C. and Xxxxxx and Company Insurance
-------------------------------------------------------------------------------
Services, Inc., a California corporation dba Pacific Heritage Administrators
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Section 26. PARKING. Tenant shall be entitled to use during the whole of each
business day during the lease term a maximum of 18 unassigned parking
spaces in the Columbia Square parking garage provided that Tenant shall pay
therefore the prevailing monthly parking rate in Columbia Square, which
rate shall be uniformly applied to all users. Tenant shall give Landlord
sixty days' written notice of intent to add or delete parking spaces within
the maximum number of spaces allocated under this lease. However, if at any
time Tenant shall reduce the number of spaces rented, the number of spaces
given up shall be deducted from the maximum allocation which Tenant shall
be permitted under this lease.
Section 27. ASSIGNMENT AND SUBLETTING. Landlord will consent to the assignment
or subletting by Tenant to a party which is financially responsible and
meets Landlord's criteria for leasing a space in the building. The request
for permission to assign or sublet shall be submitted to Landlord in
writing, shall give the name and financial information respecting the
proposed assignee or subtenant, and shall specify all terms of the proposed
assignment or subletting. Thereafter, Landlord shall have seven days in
which to give notice to Tenant electing to take the space back from Tenant
on the same terms and conditions for the same period as proposed in the
request for consent and thereafter return the space to Tenant at Tenant's
option. If financial or other information submitted by Tenant in connection
with the request under this paragraph, is in the Landlord's reasonable
judgment inadequate for Landlord to make judgment about the proposal,
Landlord shall promptly advise Tenant of this fact and the seven day period
shall run from the date upon which Tenant supplies necessary additional
information. If Landlord denies the request for consent to sublease it
shall submit a statement in writing as to its reasons for so doing.
Section 28. MAINTENANCE AND REPAIRS. If Landlord enters into any lease which
provides for the furnishing of services, maintenance or repair to an extent
greater than that specified in this lease Landlord will amend this lease so
as to provide comparable service, maintenance or repair to Tenant under
this lease. Landlord shall notify Tenant immediately upon entering into
such lease, and this lease shall be so amended within 30 days thereafter.
Section 29. OPERATING EXPENSE ADJUSTMENT. In making the annual rental
escalation computations called for by Section 20 of this lease, Landlord
shall make an adjustment with respect to the base year so that the adjusted
operating expenses shall represent a good faith and reasonable estimate of
the expenses including real property taxes which would have been incurred
in such year had the building been fully assessed as a completed structure
and 95% occupied for the entire year. Tenant's share of operating expense
increases computed under Section 20 shall be computed using such estimate.
Rider Landlord /s/ SIGNATURE ILLEGIBLE
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Page 1 of 3
Tenant /s/ SIGNATURE ILLEGIBLE
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Section 30. MANAGEMENT FEES. If Xxxxxx Xxxx Properties is the manager of the
Building, the management fee used in computing the operating expense
escalation under Section 20 of the lease shall be a reasonable management
fee commensurate with that paid other building managers for comparable
services in the Portland Metropolitan Area at the time.
Section 31. Tenant represents that some of the equipment fixtures and furniture
(collectively designated herein as "Trade Equipment"), now or hereafter to
be installed by Tenant in and used by Tenant in the Leased Premises, is or
will be directly financed by an Institutional Lender (bank, insurance
company, pension fund, and the like) or owned by an equipment rental
company (hereinafter designated as "Equipment Lessor") and rented to Tenant
either directly from the Equipment Lessor or by way of Equipment Sublease
or assignment of Equipment Lease from an Equipment Sublessor, and Landlord
hereby agrees to recognize the rights therein of any such Institutional
Lender or Equipment Lessor or Sublessor (or assignee). Landlord agrees that
all such items of financed or leased Trade Equipment installed or to be
installed on the real property constituting the Leased Premises shall be
and remain personal property and not real property notwithstanding the fact
that the same may be nailed or screwed or otherwise attached or affixed to
such real property and further agrees to recognize the rights therein of
any such Institutional Lender or Equipment Lessor or Sublessor (or
assignee). Tenant shall have the right at any time to remove or replace any
and all such financed or leased Trade Equipment regardless of whether
annexed or attached to the Leased Premises, and to the extent of their
respective interests therein, Institutional Lender or Equipment Lessor or
Sublessor (or assignee) shall also have such a right, provided, however,
that any damage to the Leased Premises caused by such a removal shall be
repaired by and at the expense of the Tenant and provided that removal of
the same shall not negatively affect Tenant's mode or operation. Landlord
expressly waives any claim arising by reason of any Landlord's lien or
otherwise with respect to the financed or leased Trade Equipment or to
Trade Equipment on which Tenant has granted a security interest to a bona
fide Institutional Lender, and agrees that any such Institutional Lender or
Equipment Lessor or Sublessor (or assignee) may remove and dispose of the
same without reference to and free and clear of any claim or other demand
of Landlord. With respect to any Trade Equipment which is not leased, or
subject to a security interest, Landlord agrees that Tenant shall have the
absolute right to remove or replace the same irrespective of whether
annexed or attached to the Leased Premises, provided, however, that any
damage to the Premises caused thereby shall be promptly and effectively
repaired by and at the expense of Tenant.
Section 32. The term of "taxes" shall not include any late charges, delinquent
charges, or interest on late payments. Landlord covenants that Landlord
shall pay all sums collected as and for "taxes" to the appropriate taxing
authorities.
Rider Landlord /s/ SIGNATURE ILLEGIBLE
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Tenant /s/ SIGNATURE ILLEGIBLE
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Section 33. BASE RENT. Base rent shall be as follows:
January 1, 2000 to December 31, 2000 $26,231 per month
January 1, 2001 to December 31, 2001 $27,730 per month
January 1, 2002 to December 31, 2002 $29,229 per month
Section 34. IMPROVEMENTS. Landlord shall provide an allowance for improvement
to the premises in the amount of $8,993.50. All costs in excess of the
allowance for improvements and/or alterations shall be Tenant's sole
responsibility.
Rider Landlord /s/ SIGNATURE ILLEGIBLE
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Tenant /s/ SIGNATURE ILLEGIBLE
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RULES AND REGULATIONS
EXHIBIT B.
1. The halls, passages, exits, entrances, elevators and stairways are not for
the use of the general public and Landlord shall in all cases retain the
right to control and prevent access thereto by all persons whose presence,
in the judgment of Landlord, shall be prejudicial to the safety, character,
reputation and interests of the Building and its Tenants, provided that
nothing herein contained shall be construed to prevent such access to
persons with whom any Tenant normally deals in the ordinary course of such
Tenant's business unless such persons are engaged in illegal activities. No
Tenant, and no employees or invitees of any Tenant, shall go upon the roof
of the Building, except as authorized by Landlord
2. No sign, placard, picture, name, advertisement or notice, visible from the
exterior of leased premises shall be inscribed, painted, affixed, installed
or otherwise displayed by any Tenant either on its premises or any part of
the Building without the prior written consent of Landlord, and Landlord
shall have the right to remove any such sign, placard, picture, name,
advertisement, or notice without notice to and at the expense of the
Tenant.
All approved signs or lettering on doors and walls shall be printed,
painted, affixed or inscribed at the expense of the Tenant by a person
approved by Landlord.
3. No curtains, draperies, blinds, shutters, shades, screens or other
coverings, awnings, hangings or decorations shall be attached to, hung or
placed in, or used in connection with, any window or door on any premises
without the prior written consent of Landlord. In any event with the prior
written consent of Landlord, all such items shall be installed inboard of
Landlord's standard window covering and shall in no way be visible from the
exterior of the Building. No articles shall be placed or kept on the
windowsills so as to be visible from the exterior of the Building. No
articles shall be placed against glass partitions or doors which might
appear unsightly from outside Tenant's Premises.
4. No Tenant shall employ any person or persons other than the janitor of
Landlord for the purpose of cleaning premises unless otherwise agreed to by
Landlord in writing. Except with the written consent of Landlord no person
or persons other than those approved by landlord shall be permitted to
enter the Building for the purpose of cleaning the same. No Tenant shall
cause any unnecessary labor by reason of such Tenant's carelessness or
indifference in the preservation of good order and cleanliness of the
premises. Landlord shall in no way be responsible to any Tenant for any
loss of property on the premises, however occurring, or for any damage done
to the effects of any Tenant by the janitor or any other employee or any
other person.
5. Each Tenant shall see that all doors of its premises are closed and
securely locked and must observe strict care and caution that all water
faucets or water apparatus are entirely shut off before the Tenant or Its
employees leave such premises, and that all utilities shall likewise be
carefully shut off, so as to prevent waste or damage, and for any default
or carelessness the Tenant shall make good all injuries sustained by other
Tenants or occupants of the Building or Landlord. Tenants shall keep the
door or doors to the Building corridors closed at all times except for
ingress and egress.
6. No Tenant shall alter any lock or access device or install a new or
additional lock or access device or any bolt on any of its premises without
the prior written consent of Landlord. If Landlord shall give its consent,
the Tenant shall in each case furnish Landlord with a key for any such
lock. in the event of the loss of any keys or access devices furnished by
Landlord, Tenant shall pay Landlord therefor.
7. No Tenant shall use any method of heating or air-conditioning other than
that supplied by Landlord.
8. No Tenant shall use, keep or permit to be used or kept in its premises any
foul or noxious gas or substance or permit or suffer such premises to be
occupied or used in a manner offensive or objectionable to Landlord or
other occupants of the Building by reason of noise, odors and/or vibrations
or interfere in any way with other Tenants or those having business
therein, nor shall any animals or birds be brought or kept in or about any
premises of the Building.
/s/ Landlord [SIGNATURE ILLEGIBLE]
/s/ Tenant [SIGNATURE ILLEGIBLE]
PAGE 1 - Exhibit B
9. No cooking shall be done or permitted by any Tenant on its premises (except
that use by the Tenant of Underwriters' Laboratory approved equipment for
the preparation of coffee, tea, hot chocolate and similar beverages for
Tenants and their employees shall be permitted, provided that such
equipment and use is in accordance with all applicable federal, state and
city laws, codes, ordinances, rules and regulations), nor shall premises be
used for lodging. Microwave use is permitted.
10. Except with the prior written consent of Landlord, no Tenant shall sell, or
permit the sale, at retail, of newspapers, magazines, periodicals, theatre
tickets or any other goods or merchandise in or on any premises, nor shall
Tenant carry on, or permit or allow any employee or other person to carry
on, the business of stenography, typewriting or any similar business in or
from any premises for the service or accommodation of occupants of any
other portion of the Building, nor shall the premises of any Tenant be used
for the storage of merchandise or for manufacturing of any kind, or the
business of a public xxxxxx shop, beauty shop, beauty parlor, nor shall the
premises of any Tenant be used for any improper, immoral or objectionable
purpose, or any business or activity other than that specifically provided
for in such Tenant's lease.
11. No Tenant shall install any radio or television antenna, loudspeaker or any
other device on the exterior walls or the roof of the Building. Tenant
shall not interfere with radio or television broadcasting or reception from
or in the Building or elsewhere.
12. No Tenant shall lay linoleum, tile, carpet or any other floor covering so
that the same shall be affixed to the floor of its premises in any manner
except as approved in writing by Landlord. The expense of repairing any
damage resulting from a violation of this rule or the removal of any floor
covering shall be borne by the Tenant by whom, or by whose contractors,
employees or invitees, the damage shall have been cause.
13. a) No furniture, freight, equipment, materials, supplies, packages,
merchandise or other property will be received in the Building or carried
up or down the elevators except between such hours and in such elevators as
shall be designated by Landlord. All move-ins and move-outs shall be done
in accordance with the move-in/move-out procedures which may be obtained
from the building manager
b) Landlord shall have the right to prescribe the weight, size and position
of all safes, furniture or other heavy equipment brought into the Building.
Safes or other heavy objects shall, if considered necessary by Landlord,
stand on wood strips of such thickness as determined by Landlord to be
necessary to property distribute the weight thereof. Landlord will not be
responsible for loss of or damage to any safe, equipment or property from
any cause, and all damage done to the Building by moving or maintaining any
such safe, equipment or other property shall be repaired at the expense of
Tenant.
c) Business machines and mechanical equipment belonging to Tenant which
cause noise or vibration that may be transmitted to the structure of the
Building or to any space therein to such a degree as to be objectionable to
Landlord or to any tenants in the Building shall be placed and maintained
by Tenant, at Tenant's expense, on vibration eliminators or other devices
sufficient to eliminate noise or vibration. The persons employed to move
such equipment in or out of the Building must be acceptable to Landlord.
14. No Tenant shall place a load upon any floor of the premises which exceeds
the load per square foot which such floor was designed to carry and which
is allowed by law. No Tenant shall xxxx, or drive nails, screw or drill
into, the partitions, woodwork or plaster or in any way deface such
premises or any part thereof.
15. Each Tenant shall store all its trash and garbage within the interior of
its premises. No material shall be placed in the trash boxes or receptacles
if such material is of such nature that it may not be disposed of in the
ordinary and customary manner of removing and disposing of trash and
garbage in the city without violation of any law or ordinance governing
such disposal. All trash, garbage and refuse disposal shall be made only
through entryways and elevators for such purposes and at such times as
Landlord shall designate.
/s/ Landlord [SIGNATURE ILLEGIBLE]
/s/ Tenant [SIGNATURE ILLEGIBLE]
PAGE 2 - Exhibit B
16. Canvassing, soliciting, distribution of handbills or any other written
material, and peddling in the Building are prohibited and each Tenant shall
cooperate to prevent the same. No Tenant shall make room-to-room
solicitation of business from other tenants in the Building.
17. Landlord shall have the right, exercisable without notice and without
liability to any Tenant, to change the name and address of the Building.
18. Landlord reserves the right to exclude or expel from the Building any
person who, in Landlord's judgment, is intoxicated or under the influence
of liquor or drugs or who is in violation of any of the rules and
regulations of the Building.
19. Without the prior written consent of Landlord, Tenant shall not use the
name of the Building in connection with or in promoting or advertising the
business of Tenant except as Tenant's address.
20. Tenant shall comply with all safety, fire protection and evacuation
procedures and regulations established by Landlord or any governmental
agency. Tenant shall not bring any explosives, fireworks or firearms into
the building or allow the same to be kept in the Premises, regardless of
whether or not any laws are being violated.
21. Tenant assumes any and all responsibility for protecting its Premises from
theft, robbery and pilferage, which includes keeping doors locked and other
means of entry to the Premises closed.
22. Tenant shall use carpet protector under all desk chairs.
23. This is a "smoke free" Building. Smoking of any kind is NOT allowed in any
area of the Building including all lobbies, common areas, restrooms,
stairways and all tenant spaces.
24. Landlord may waive any one or more of these Rules and Regulations for the
benefit of any particular Tenant or Tenants, but no such waiver by Landlord
shall be construed as a waiver of such Rules and Regulations in favor of
any other Tenant or Tenants, nor prevent Landlord from thereafter enforcing
any such Rules and Regulations against any or all Tenants in the Building.
25. Landlord reserves the right to make such other and reasonable rules and
regulations as in its judgment from time to time be needed for safety and
security, for care and cleanliness of the Building and for the preservation
of good order therein. Tenant agrees to abide by all such Rules and
Regulations herein above stated and any additional rules and regulations
which are adopted.
26. Tenant shall be responsible for the observance of all of the foregoing
Rules and Regulations by Tenant's employees, agents, clients, customers,
invitees and guests.
27. These Rules and Regulations are in addition to, and shall not be construed
to in any way modify, alter or amend, in whole or in part, the terms,
covenants, agreements and conditions of any Lease of Premises in the
Building.
/s/ Landlord [SIGNATURE ILLEGIBLE]
/s/ Tenant [SIGNATURE ILLEGIBLE]
PAGE 3 - Exhibit B
EXHIBIT A TO LEASE DATED 1/29/99 BY AND BETWEEN COLUMBIA SQUARE, L.L.C. AN
OREGON LIMITED LIABILITY COMPANY, LANDLORD, AND XXXXXX AND COMPANY INSURANCE
SERVICES, INC.; A CALIFORNIA CORPORATION DBA PACIFIC HERITAGE ADMINISTRATORS
LANDLORD /s/ SIGNATURE ILLEGIBLE TENANT /s/ SIGNATURE ILLEGIBLE
0XX XXXXX XXXX
XXXXXXXX XXXXXX BUILDING
[DIAGRAM APPEARS HERE]
