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This INDENTURE OF LEASE, made and entered into this 1st day of September,
1990, by and between Xxxx X. Xxxxx, hereinafter called the lessor and Xxxx
Xxxxxxxx, dba: CTI, hereinafter called the lessee.
WITNESSETH, In consideration of the covenants, agreements and
stipulations herein contained on the part of the lessee to be paid, kept and
faithfully performed, lessor does hereby lease, demise and let unto the said
lessee those certain premises, as is, situated in the City of Portland, County
of Multnomah and State of Oregon, known and described as follows:
Xxxx 0,0, xxx 00, xxxxx 0, xxxxx Xxxxxxxx,
Xxxx of Portland, Multnomah County, Oregon.
Also known as 0000 X.X. Xxxxxxx.
Ground floor level
To have and to Hold the said described premises unto the said lessee for a
period of time commencing with the 1st day of September, 1990, and ending at
midnight on the 31 day of August, 1999, at and for a rental of $2525.00/ MO
for the whole of said term payable in lawful money of the United States at
0000 X.X. Xxxxxxx/Xxxx Xxxxx, City of Portland, State of Oregon, at the
following times and in the following amounts, to-wit:
Month 1 $0.00
Month 2-60 $2525.00 per month
This lease included triple net charges (taxes, maintenance
utility costs)
* See addendum to lease regarding property tax increases
In consideration of the leasing of said premises and of the mutual
agreements herein contained, each party hereto does hereby expressly covenant
and agree to and with the other as follows:
LESSEE'S ACCEPTANCE OF LEASE/ USE OF PREMISES:
(1) The Lessee accepts said letting and agrees to pay to the order of the
lessor of the rentals above stated for the full term of this lease, in
advance, at the times and in the manner aforesaid.
(2a) The lessee shall use said demised premises during the term of this
lease for the conduct of the following business: General office use, and for
no other purpose whatsoever without lessor's written consent.
(2b) The lessee will not make any unlawful or improper or offensive use
of said premises; he will not suffer any strip or waste thereof; he will not
permit any objectionable noise or odor to escape or be emitted from said
premises or do anything or permit anything to be done upon or about said
premises in any way tending to create a nuisance; he will not sell or permit
to be sold any spirituous, vinous or malt liquors on said premises, excepting
such lessee may be licenses by law to sell and as may be herein expressly
permitted; nor will he sell or permit to be sold any controlled substance on
or about the premises.
(2c) The lessee will not allow the leased premises at any time to fall
into such a state of repair or disorder as to increase the fire hazard
thereon; he shall not install any power machinery on said premises except
under the supervision and with the written consent of the lessor; he shall
not store gasoline or other highly combustible materials on said premises at
any time; he will not xxx said premises in such a way or for such purpose
that the fire insurance rate on the building in which said premises are
located is thereby increased or that would prevent the lessor from taking
advantage of any rulings of any agency of the state in which said leased
premises are situated or its successors which would allow the lessor to obtain
reduced premium rates for long term fire insurance policies.
(2d) Lessee shall comply at lessee's own expense with all laws and
regulations of municipal, county, state, federal or other public authority
respecting the use of said premises.
(2e) The lessee shall regularly occupy and use the demised premises for
the conduct of lessee's business and shall not abandon or vacate the premises
for more than ten days without written approval of lessor.
UTILITIES
(3) The lessee shall pay for all heat, light, water, power, and other
services or utilities used in the above demised premises during the term of
the lease.
REPAIRS AND IMPROVEMENTS
(4a) The lessor shall not be required to make any repairs, alterations,
additions or improvements to or upon said premises during the term of the
lease, except only in those hereinafter specifically provided for; the lessee
hereby agrees to maintain and keep said premises including all interior and
exterior doors, heating, ventilating and cooling systems, interior wiring,
plumbing and drain pipes to sewers of septic tank, in good order and repair
during the entire term of this lease at lessee's own cost and expense, and to
replace all glass which may be broken or damaged during the term hereof in the
windows and doors of said premises with glass of as good or better quality as
that now in use; lessee further agrees that he will make no alterations,
additions or improvements to or upon said premises without written consent of
the lessor first being obtained.
(4b) The lessor agrees to maintain in good order and repair during the
term of the lease the exterior walls, roof, gutters, downspouts and
foundations of the building in which the demised premises are situated and the
sidewalks thereabouts. It is understood and agreed that the lessor reserves
and at any and all times shall have the right to alter, repair or improve the
building of which said demised premises are a part, or to add thereto and for
that purpose at any time may erect scaffolding and all other necessary
structures about and upon the demised premises and lessor and lessor's
representatives, contractors and workmen for that purpose may enter in or
about the said demised premises with such materials as lessor may deem
necessary therefor, and lessee waives any claim to damages, including loss of
business resulting therefrom.
LESSOR'S RIGHT OF ENTRY
(5) It shall be lawful for the lessor, his agents and representatives, at any
reasonable time to enter into or upon said premises for the purpose of
examining the condition thereof, or any other lawful purposes.
RIGHT OF ASSIGNMENT
(6) The lessee will not assign, transfer, pledge, hypothecate, surrender or
dispose of this lease, or any interest herein, sub let, or permit any other
person or persons whomsoever to occupy the demised premises without the
written consent of the lessor first being obtained in writing; this lease is
personal to said lessee; lessee's interest, in whole or in part, cannot be
sold, assigned, transferred, seized or taken by operation of law, or under or
by virtue of any execution or legal process, attachment or proceedings
instituted against the lessee or under or by virtue of any bankruptcy or
insolvency proceedings had in regard to the lessee or in any other manner,
except as above mentioned.
LIENS
(7) The lessee will not permit any lien of any kind, type or description to
be placed or imposed upon the building in which said leased premises are
situated, or any part thereof, or the real estate on which it stands.
ICE SNOW DEBRIS
(8) If the premises herein leased are located at street level, then at all
times lessee shall keep the sidewalks in front of the demised premises free
and clear of ice, snow, rubbish, debris and obstruction; and if the lessee
occupies the entire building, he will not permit rubbish, debris, ice or snow
to accumulate on the roof of said building so as to stop up or obstruct
gutters or downspouts or cause damage to said roof, and will save harmless and
protect the lessor against any injury whether to lessor or lessor's property
or to any other person or property caused by his failure in that regard.
OVERLOADING OF FLOORS
(9) The lessee will not overload the floors of said premises in such a way as
to cause any undue or serious stress or strain upon the building in which said
demised premises are located, or any part thereof, and the lessor shall have
the right at any time, to call upon any competent engineer or architect whom
the lessor may choose, to decide whether or not floors of said premises, or
any part thereof, are being overloaded so as to cause any undue or serious
stress or strain on said building, or any part thereof, and the decision of
said engineer or architect shall be final and binding upon the lessee; and in
the event the that the engineer or architect so called upon shall decide that
in his opinion the stress or strain is such as to endanger or injure the
building, or any part thereof, then and in that event the lessee agrees
immediately to relieve said stress or strain either by reenforcing the
building or lightening the load which caused the stress or strain in a manner
satisfactory to the lessor.
ADVERTISING SIGNS
(10) The lessee will not use the outside walls of said premises, or allow
signs or devices of any kind to be attached thereto or suspended therefrom,
for advertising or displaying the name or business of the lessee or for any
purpose whatsoever without the written consent of lessor; however, the lessee
may make use of the windows of said leased premises to display the lessee's
name and business when the workmanship of such signs shall be of good quality
and permanent nature; provided further that the lessee may not suspend or
place within said windows or paint thereon any banners, signs, sign-boards or
other devices in violation of the intent and meaning of this section.
LIABILITY INSURANCE
(11) The lessee further agrees at all times during the term hereof, at his
own expense, to maintain, keep in effect, furnish and deliver to lessor
liability insurance policies in form and with an insurer satisfactory to the
lessor, insuring both the lessor and the lessee against all liability for
damages to person or property in or about said leased premises; the amount of
said liability insurance shall not be less than $ * for injury to one
person, $ * for injuries arising out of any one accident and not less
than $ * for property damage. Lessee agrees to and shall indemnify
* combined single limit of $500,000
and hold lessor harmless against any and all claims and demands arising from
the negligence of the lessee, his officers, agents, invitees, and/or
employees, as well as those arising from lessee's failure to comply with any
covenant of this lease on his part to be performed, and shall at his won
expense defend the lessor against any and all suits or actions arising out of
such negligence, actual or alleged, and all appeals therefrom and shall
satisfy and discharge any judgment which may be awarded against lessor in any
such suit or action.
FIXTURES
(12) All partitions, plumbing, electrical wiring, additions to or
improvements upon said leased premises, whether installed by lessor or lessee,
shall be and become part of the building as soon as installed and the property
of the lessor unless otherwise herein provided .
LIGHT AND AIR
(13) This lease does not grant any rights of access to light and air over
property.
DAMAGE BY CASUALTY, FIRE AND DUTY TO REPAIR
(14) In the event of the destruction of the building in which said leased
premises are located by fire or other casualty, provided, however, that in the
event of damage to said building by fire or other casualty to the extent of 50
per cent or more of the sound value of the building, the lessor may or may not
elect to repair said building; written notice of lessor's said election shall
be given lessee within fifteen days after the occurrence of said damage; if
said notice is not so given, lessor conclusively shall be deemed to have
elected not to repair; in the event the lessor elects not to repair the
building, then in that event this lease shall terminate with the date of said
damage; but if the building in which said leased premises are located be but
partially destroyed and the damage so occasioned shall not amount to the
extent indicated above, or if greater than said extent and lessor elects to
repair, as aforesaid, then the lessor shall repair said building with all
convenient speed and shall have the right to take possession and occupy, to
the exclusion of the lessee, all or any part of said building in order to make
the necessary repairs, and the lessee hereby agrees to vacate upon request,
all or any part of said building which the lessor may require for the purpose
of making the necessary repairs, and for the period of time between the day of
such damage and until such repairs have been substantially completed there
shall be such an abatement of rent as the nature of the injury or damage and
its interference with the occupancy of said leased premises by said lessee
shall warrant; however, if the premises be but slightly injured and the
damage so occasioned shall not cause any material interference with the
occupation of the premises by said lessee, then there shall be no abatement of
rent and the lessor shall repair damage with all convenient speed.
WAIVER OR SUBROGATION RIGHTS
(15) Neither the lessor nor the lessee shall be liable to the other for loss
arising out of damage to or destruction of the leased premises, of the
building or improvement of which the leased premises are a part of with which
they are connected, or the contents of any thereof, when such loss is caused
by any of the perils which are or could be included within or insured against
by a standard form of fire insurance with extended coverage, including
sprinkler leakage insurance, if any, All such claims for any and all loss,
however caused, hereby are waived. Such absence of liability shall exist
whether or not the damage or destruction is caused by the negligence of either
lessor or lessee or by any of their respective agents, servants or employees.
It is the intention and agreement of the lessor and lessee that the rentals
reserved by this lease have been fixed in contemplation that each party shall
fully provide his own insurance protection at his own expense, and that each
party shall look to his respective insurance carriers for reimbursement of any
such loss, and further, that the insurance carriers involved shall not be
entitled to subrogation under any circumstances against any party to this
lease. Neither the lessor nor the lessee shall have any interest or claim in
the other's insurance policy or policies, or the proceeds thereof, unless
specifically covered therein as a joint assured.
EMINENT DOMAIN
(16) In case of the condemnation or purchase of all or any substantial part
of the said demised premises by any public or private corporation with the
power of condemnation this lease may be terminated, effective on the date
possession is taken, by either party hereto on written notice to the other and
that case the lessee shall not be liable for any rent after the termination
date. Lessee shall not be entitled to and hereby expressly waives any right to
any part of the condemnation award or purchase price.
FOR SALE AND FOR RENT SIGNS
(17) During the period of 120 days prior to the date above fixed for the
termination of said lease, the lessor herein may post on said premises or in
the windows thereof signs of moderate size notifying the public that the
premises are "for sale" or "for lease."
DELIVERING UP PREMISES ON TERMINATION
(18) At the expiration of said term or upon any sooner termination thereof,
the lessee will quit and deliver up said leased premises and all future
erections or additions to or upon the same, broom-clean, to the lessor or
those having lessor's estate in the premises, peaceable, quietly, and in good
order and condition, reasonably use and wear thereof, damage by fire,
unavoidable casualty and the elements alone excepted, as the same are now in
or hereafter may be put in by the lessor.
ADDITIONAL COVENANTS OR EXCEPTIONS.
(19) See attached addendum.
ATTACHMENT BANKRUPT DEFAULT
PROVIDED, ALWAYS, and these presents are upon these conditions that (1)
if the lessee shall be in arrears in the payment of said rent for a period of
ten days after the same becomes due, or (2) if the lessee shall fail or
neglect to do, keep, perform or observe any of the covenants and agreements
contained herein if lessee's part to be done, kept, performed and observed and
such default shall continue for ten days or more after written notice of such
failure or neglect shall be given to lessee, or (3) if the lessee shall be
declared bankrupt or insolvent according to law, or (4) if any assignment of
lessee's property shall be made for the benefit of creditors, or (5) if on the
expiration of this lease lessee fails to surrender possession of said leased
premises, then and in either or any of said cases or events, the lessor or
those having lessor's estate in the premises, may terminate this lease and,
lawfully, at his or their option immediately or at any time thereafter,
without demand or notice, may enter into and upon said demised premised and
every part thereof and repossess the same as of lessor's former estate, and
expel said lessee and those claiming by, through and under losses and remove
lessee's effects at lessee's expense, forcibly if necessary and store the
same, all without being deemed guilty of trespass and without prejudice to any
remedy which otherwise might be used for arrears of rent or preceding breach
and covenant.
Neither the termination of this lease by forfeiture nor the taking or
recovery of possession of the premises shall deprive the lessor of any other
action, right or remedy against lessee for possession, rent or damages, nor
shall any omission by lessor to enforce any forfeiture right or remedy to
which lessor may be entitled be deemed a waiver by lessor of the right to
enforce the performance of all terms and conditions of this lease by lessee.
In the event of any re-entry by lessor, lessor may lease or relet the
premises in whole or in part to any tenant or tenants who may be satisfactory
to lessor, for any duration, and for the best rent, terms and conditions as
lessor may reasonably obtain. Lessor shall apply the rent received from any
new tenant first to the cost of retaking and reletting the premises, including
remodeling required to obtain any new tenant, and then to any arrears of rent
and future rent payable under this lease and any other damages to which lessor
may be entitled hereunder.
Any property which lessee leaves on the premises after abandonment or
expiration of the lease, or for more than ten days after any termination of
the lease by landlord, shall be deemed to have been abandoned, and lessor may
remove and sell said property at public or private sale as lessor sees fit,
without being liable for an prosecution therefor or for damages by reason
thereof, and the net proceeds of said sale shall be applied toward the
expenses of landlord and rent as aforesaid, and the balance of such amounts,
if any, shall be held for and paid to the lessee.
XXXXXXX OVER
In the event the lessee for any reason shall hold over after the
expiration of this lease, such holding over shall not be deemed to operate as
a renewal or extension of this lease, but shall only create tenancy from month
to month which may be terminated at will at any time by lessor.
ATTORNEY FEES AND COURT COSTS
In case suit or action is instituted to enforce compliance with any of the
terms, covenants or conditions of this lease, or to collect rental which may
become due hereunder, or any portion thereof, the losing party agrees to pay
such sum as the trial court may adjudge reasonable as attorney's fees to be
allowed the prevailing party in such suit or action and in the event any
appeal is taken from any judgment or decree in such suit or action, the losing
party agrees to pay such further sum as the appellate court shall adjudge
reasonable as prevailing party's attorney's fees on such appeal. The lessee
agrees to pay and discharge all lessor's costs and expenses, including
lessor's reasonable attorney's fees that shall arise from enforcing any
provision or covenants of this lease even though no suit or action is
instituted.
WAIVER
Any waiver by the lessor of any breach of any covenant herein contained to
be kept and performed by the lessee shall not be deemed or considered as a
continuing waiver, and shall not operate to bar or prevent the lessor from
declaring a forfeiture for any succeeding breach, either of the same condition
or covenant or otherwise.
NOTICES
Any notice required by the terms of this lease to be given by one party
hereto to the other or desired so to be given, shall be sufficient if in
writing contained in a sealed envelope, deposited in the U.S. Registered Mails
with postage fully prepaid, and if intended for the lessor herein then it
addressed to said lessor at 0000 X.X. Xxxxxxx/Xxxx Xxxxx and if intended for
the lessee, then it addressed to the lessee at 0000 X.X. Xxxxxxx Xxx.
Xxxxxxxx, Xxxxxx 00000. Any such notice shall be deemed conclusively to have
been delivered to the addressee thereof forty-eight hours after the deposit
thereof in said U.S. Registered Mails.
HEIRS AND ASSIGNS
All rights, remedies and liabilities herein given to or imposed upon
either of the parties hereto shall extend to, inure to the benefit of and
bind, as the circumstances may require, the heirs, executors, administrators,
successors and, so far as this lease is assignable by the term hereof, to
assigns of such parties.
In construing this lease, it is understood that the lessor or the lessee
may be more than one person; that if the context so requires, the singular
pronoun shall be taken to mean and include the plural, the masculine, the
feminine and the neuter, and that generally all grammatical changes shall be
made, assumed and implied to make the provisions hereof apply equally to
corporations and to individuals.
IN WITNESS WHEREOF, the respective parties have executed this instrument
in duplicate on this, the day and year first hereinabove written, any
corporation signature being by authority of its Board of Directors.
By: /s/ Xxxx Xxxxxxxx
------------------- -----------------------------
XXXX X. XXXXX Xxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxxxx
-----------------------------
Xxxxxxx Xxxxxxxx Witness
Dated: July 19, 1990
Lessor: Xxxx X. Xxxxx
Lessee: Xxxx Xxxxxxxx
Property: 0000 X.X. Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx
19. TAXES. In addition to the basic rental payable as provided above, Lessee
further agrees that if, for any tax year which includes any part of the term
hereof, the real property taxes levied against the land and building of which
the leased premises is a part shall exceed the amount of taxes levied thereon
for the tax year ending June 30, 1990, Lessee shall pay to lessor a sum
equivalent to Forty-Five percent (45%) of the amount by which the taxes for
such later tax year, applicable and pro-rated to any part of the term hereof,
shall exceed the amount of taxes, or pe-rated part thereof, levied against
said real property for the tax year ending June 30, 1990. Any additional
rental which may become due under the provisions of this subparagraph shall be
paid by Lessee to Lessor promptly upon Lessee's receiving appropriate billing
therefor from Lessor.
Initials: /s/ DJ
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