SUBLEASE AGREEMENT
Exhibit 10.21
THIS SUBLEASE AGREEMENT (“Sublease”) is made as of November 9, 2006 (the “Effective
Date”), by and between XXXX XXXXX LLP, a Washington limited liability partnership (“Sublessor”) and
XXXXXX XXXXXX PARTNERS GROUP, INC., a Delaware corporation (“Sublessee”).
In consideration of the mutual covenants of the parties set forth herein and for other good
and valuable consideration, Sublessor and Sublessee agree as follows:
1. MASTER LEASE. Sublessor is the sublessee under a written sublease dated September 1, 2006
(the “Master Sublease”) wherein Sublessor subleases from Louisiana-Pacific Corporation, a Delaware
corporation (“Master Sublessor”) approximately 19,290 rentable square feet consisting of the entire
11th floor in the building commonly known as the Fox Tower located at 000 XX Xxxxxxxx,
Xxxxxxxx, Xxxxxx (“Master Premises”). Master Sublessor leases from Fox Tower, L.L.C., an Oregon
limited liability company (“Lessor”), pursuant to a written lease dated September 20, 1999, as
amended by that certain Lease Amendment dated November 10, 1999 (as amended, the “Master Lease”),
approximately 122,685 square. A true and accurate copy of the Master Lease and Master Sublease is
attached hereto as Exhibit A. Sublessee hereby acknowledges receipt of a copy of the Master
Lease and Master Sublease. Capitalized terms used and not defined herein shall have the meaning
ascribed to them in the Master Lease.
2. SUBLEASE PREMISES. Sublessor hereby subleases to Sublessee on the terms and conditions set
forth in this Sublease that part of the Master Premises as indicated on attached Exhibit B
consisting of approximately 5,278 rentable square feet on the 11th floor of the Fox
Tower (“Sublease Premises”).
3. CONDITION OF SUBLEASE PREMISES.
3.1 Except as set forth in this Sublease, the Sublease Premises are leased, “As Is,” in the
condition now existing, including all of the office furniture listed on Exhibit C
(“Furniture”), and teledata cabling, telephone system and cabling located in the Sublease Premises
(collectively, the “Systems”), but expressly excluding paging system, computer hardware and
software, and any other personal property.
3.2 Except as set forth in this Sublease, Sublessor expressly disclaims all representations
and warranties, express or implied, with respect to the condition of the Sublease Premises and the
Furniture and the Systems, including, without limitation, any representation or warranty as to
fitness, habitability, or suitability of the Sublease Premises, Furniture and/or Systems for
Sublessee’s intended use or purpose, except to the extent Sublessor can enforce such
representations or warranties against Lessor.
3.3 Sublessor, prior to the Sublease Commencement Date (defined below), shall
complete the following work on the Sublease Premises: (a) installation of a wall in the
reception area
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as indicated in Exhibit B (“Sublessor’s Work”).
3.4 Sublessee may coordinate with Sublessor to make modifications to the Sublease Premises
prior to the Sublease Commencement Date provided (a) such modifications are at the cost of
Sublessee, (b) any such modifications comply with the applicable terms of this Sublease and the
Master Lease and do not unreasonably interfere with Sublessor’s work as set forth above in this
Section 3.3, and (c) Sublessee indemnifies, defends and holds Sublessor harmless from any and all
liability for property damage or bodily injury, including death, arising out of the negligent or
intentional acts of Sublessee, its employees, agents, invitees, representatives or contractors in
its use of the Sublease Premises prior to the Sublease Commencement Date.
4. TERM. The term of this Sublease shall commence on the Sublease Commencement Date and
expire thirty-six (36) months after the Sublease Commencement Date (“Expiration Date”) unless
terminated earlier as provided herein.
4.1 The “Commencement Date” shall be the earlier of (a) the date that the Tenant commences
business operations from the Sublease Premises, or (b) the first business day following the
Tenant’s receipt of a two (2) business day factually correct notice that the Sublessor’s Work is
substantially completed and Landlord’s and Master Sublessor’s consent has been obtained.
4.2 Provided that Sublessee provides Sublessor a certificate evidencing the insurance
required herein, and provided that Sublessee does not open to transact business or interfere with
completion of Sublessor’s Work, Sublessee may coordinate with Sublessor to schedule reasonable
access to the Premises prior to the Sublease Commencement Date for the limited purposes of
coordinating the installation of its information technology and communication systems and
coordinating the moving in of its employees, furniture and fixtures (the date of such access shall
be referred to as the “Possession Date”).
5. SUBLEASE BASE RENT; SECURITY DEPOSIT. Sublessee shall pay to Sublessor as full service
rent, without deduction, setoff, notice, or demand, at the address for Sublessor in the notices
section or at such other place as Sublessor shall designate from time to time by notice to
Sublessee, the total monthly sum as set forth below in advance (“Sublease Base Rent”) commencing on
the Commencement Date and on the first day of each month of the remainder of the term. Sublease
Base Rent and Sublease Additional Rent (defined below) shall be collectively referred to as
“Sublease Rent.”
5.1 Commencement Date to the end of the 12th full month: $12,315
5.2 Subsequent year’s rental shall be increased 3% annually.
5.3 Sublessee shall provide a Security Deposit in an amount equal to $20,000 payable within
five (5) business days of the Effective Date. Provided that Sublessee returns the Furniture to
Sublessor in good condition, normal wear and tear excepted, the Security Deposit will be returned
to Sublessee within thirty (30) days after earlier of (i) the Expiration Date, or (ii) the
termination date if
the Sublease is terminated earlier as provided herein, less any amounts necessary to remedy any
default of Sublessee hereunder.
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6. SUBLEASE ADDITIONAL RENT. Sublessee shall pay as additional rent Sublessee’s
proportionate share of the amount by which the Operating Expenses and Taxes for the Master Premises
increase over those experienced by Sublessor during the calendar year ending December 31, 2007
(base year) (“Sublease Additional Rent”). Effective January 1 of each year thereafter or as soon
as information is provided to Sublessor from Lessor, Sublessor shall estimate the amount by which
the Operating Expenses and Taxes are expected to increase, if any, over those incurred in the base
year. Sublessor shall provide the estimate calculation to Sublessee. The Sublease Additional Rent
for that year shall be paid monthly in the amount of one-twelfth of Sublessee’s share of the
estimated increase of Operating Expenses and Taxes. In the event Lessor delivers the written
statement late to Sublessor pursuant to Section 5.3 of the Master Lease, Sublessee shall continue
to pay to Sublessor the amount equal to the monthly Sublease Additional Rent as determined for the
preceding Operating Year until Lessor does furnish the written statement to Sublessor and Sublessor
is able to determine the estimated Sublease Additional Rent for the current Operating Year, at
which time Sublessee shall pay the amount of any estimated Sublease Additional Rent in excess of
the preceding Operating Year pro-rata over the unexpired portion of the current Operating Year.
Within one hundred twenty (120) days after the end of each calendar year, Sublessor shall calculate
and deliver to Sublessee the actual increase in Operating Expenses and Taxes (“Sublease Operating
Statement”) and xxxx Sublessee for any deficiency or credit Sublessee with any excess collected.
Sublessee’s current proportionate share for the Sublease Premises from this Sublease is 27.4%. The
proportionate share was calculated by the rentable square footage subleased by Sublessee divided by
the entire rentable square footage subleased by Sublessor. Sublessee shall have right to examine
and dispute the Sublease Operating Statement pursuant to Sections 5.5 and 5.6 of the Master Lease.
7. TENANT IMPROVEMENTS. Sublessee shall not make any alterations, additions, or improvements
(“Alterations”) in, to or about the Sublease Premises without the prior written consent of
Sublessor and Lessor, except to the extent such consent is not required under the Master Lease.
Sublessee shall make the Alterations at its sole cost and expense in accordance with the terms and
conditions in the Master Lease pertaining to Alterations.
8. PARKING. Commencing on the Sublease Commencement Date, Sublessor shall provide to
Sublessee the rights to five parking spaces in the Fox Tower parking garage. Sublessee shall be
responsible for the monthly charges for any parking rights used which shall be payable to Parking
Management Company (PMC).
9. USE OF SUBLEASE PREMISES; ACCESS. The Sublease Premises shall be used and occupied only
for general office purposes and for no other use or purpose. Sublessor shall issue to Sublessee
10 card keys for access to the Sublease Premises. Each additional card key shall be issued at a
cost of $20.00.
10. OBLIGATIONS OF SUBLESSEE.
10.1 Sublessee shall perform all of the obligations of Tenant with respect to the Sublease
Premises under the Master Sublease as if Sublessee were the sublessor under the Master Sublease and
Sublessor was the Master Sublessor under the Master Sublease, except: (a) the
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obligation to pay
Sublease Rent, or (b) any other obligations inconsistent with this Sublease. All of the terms of
the Master Lease are hereby expressly incorporated as part of this Sublease except that the
following provisions of the Master Lease are expressly not incorporated herein: Section 1.2, those
portions of the first sentence of Section 3 following the word “condition,” the second sentence of
Section 3, Section 5 (except Sections 5.5 and 5.6, which shall be incorporated herein), Section 25,
Section 26, Section 30, Section 31.13, Section 31.17, and all provisions of Exhibit B and C.
10.2 References in the Master Lease as incorporated herein to “Lease” shall be deemed a
reference to “Sublease”, each reference therein to “Premises” shall be deemed a reference to
“Sublease Premises”, each reference therein to “Commencement Date” shall be deemed a reference to
“Sublease Commencement Date”, each reference therein to “Base Rent” shall be deemed a reference to
“Sublease Base Rent”, each reference therein to “Additional Rent” shall be deemed a reference to
“Sublease Additional Rent”, and each reference therein to “Rent” shall be deemed a reference to
“Sublease Rent”.
10.3 With respect to any consent or approval required to be obtained from the Lessor under the
Master Lease, such consent must be obtained from both Lessor and Sublessor, and the approval of
Sublessor may be withheld if the Lessor’s consent is not obtained.
10.4 In the event Sublessee fails to comply with the terms of this Sublease, Sublessor shall
be entitled to all of the remedies granted to Lessor in the Master Lease, together with any other
rights Sublessor might otherwise have. All provisions in the Master Lease related to
indemnification shall be applicable as between Sublessor and Sublessee and Sublessee and the Lessor
under the Master Lease.
10.5 Sublessee shall name Sublessor, Lessor and the other parties required under the Master
Lease as named additional insured in the insurance policies it is required to obtain in the Master
Lease. Sublessee shall provide a certificate of insurance complying with the prior sentence no
later than three (3) business days prior to the earlier of the (a) Possession Date, or (b) Sublease
Commencement Date.
10.6 Sublessee shall not commit or suffer any act or omission that will violate any of the
provisions of the Master Lease required to be performed by Sublessee pursuant to this Sublease.
11. OBLIGATIONS OF SUBLESSOR.
11.1 Sublessor shall perform all of the obligations of the Landlord under the Master Lease as
if Sublessor was the Landlord under the Master Lease and Sublessee was the Tenant under the Master
Lease. Sublessor hereby grants to Sublessee the right to receive all of the services and benefits
with respect to the Sublease Premises which are to be provided by the Lessor under the Master
Lease. Sublessor shall diligently and in good faith give to Landlord and Master Sublessor written
notices received by Sublessor from Sublessee respecting services to be provided, consents to
be obtained and obligations preformed by Landlord under the Master Lease or Master Sublessor
under the Master Sublease with respect to the Subleased Premises, and to thereafter use
commercially reasonable efforts to obtain such services and/or performance.
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11.2 Sublessor shall not terminate or take any action under the Master Lease or Master
Sublease that could give rise to the termination of the Master Lease or Master Sublease, amend or
waive any provisions under the Master Sublease or make any elections, exercise any right or remedy
or give any consent or approval under the Master Sublease without, in each instance, the
Sublessee’s prior written consent if any of the foregoing would materially adversely affect
Sublessee’s rights or obligations under the Sublease. Sublessor covenants that it shall timely pay
any rent owed to the Master Sublessor under the terms of the Master Sublease.
11.3 Sublessee shall not have any obligation to pay, or reimburse Sublessor, for any costs or
expenses incurred in connection with obtaining the Landlord’s or Master Sublessor’s consent to this
Sublease.
11.4 If Sublessor receives any abatement of rent under the terms of the Master Subease,
Sublessee shall receive a corresponding abatement to the extent the abatement relates to the
Subleased Premises.
11.5 Sublessor shall deliver the Subleased Premises in broom clean condition.
12. REPRESENTATIONS OF SUBLESSEE. Sublessee hereby represents and warrants unto
Sublessor as follows:
12.1 Sublessee is a corporation duly organized and validly existing under the laws of the
State of Delaware;
12.2 Sublessee has full corporate right and authority to enter into this Sublease and to
perform all of Sublessee’s obligations hereunder; and
12.3 Each person signing this Sublease on behalf of Sublessee is duly and validly authorized
to do so.
13. REPRESENTATIONS OF SUBLESSOR. Sublessor hereby represents and warrants unto
Sublessee as follows:
13.1 The Master Lease and Master Sublease are in full force and effect and, to the knowledge
of Sublessor, there is no default thereunder or no event which, with the passage of time and giving
of notice or both, would constitute a default thereunder;
13.2 Sublessor is a limited liability partnership duly incorporated, validly existing, and in
good standing under the laws of the State of Washington;
13.3 Sublessor has full corporate right and authority to enter into this Sublease and
to perform all of Sublessor’s obligations hereunder; and
13.3 Each person signing this Sublease on behalf of Sublessor is duly and validly authorized
to do so.
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13.4 The Master Lease and Master Sublease contains the entire agreement with respect to the
Premises between the Landlord, Master Sublessor and Sublessor.
14. SURRENDER. On the Expiration Date or earlier termination of this Sublease,
Sublessee shall surrender the Sublease Premises to Sublessor “broom clean” and in good order,
condition and repair as of the date immediately after completion of the Sublessor’s work as
described above, except for ordinary wear and tear and casualty and in accordance with the
surrender provisions of the Master Lease. Sublessee shall have no obligation to remove any fixture
or other property (including the Personal Property) that was installed by Sublessor or Landlord
prior to the Commencement Date.
15. MISCELLANEOUS.
15.1 ATTORNEYS’ FEES. If Sublessor or Sublessee commence an action against the other arising
out of or in connection with this Sublease, the prevailing party shall be entitled to recover its
costs of suit and reasonable attorneys’ fees at arbitration, trial and on appeal including in any
bankruptcy proceeding. The prevailing party will be deemed to be the party to have won on the
issues with the greatest value as determined by the court(s) or arbitrator(s).
15.2 AGENCY DISCLOSURE. The parties acknowledge that Capacity Commercial Group (“Sublessor’s
Agent”) is representing Sublessor in this transaction and that Xxxxxxx & Xxxxxxxxx of Oregon
(“Sublessee’s Agent”) is representing Sublessee in this transaction. Sublessor and Sublessee each
represent and warrant to the other that, except for the aforementioned brokers, neither has hired
or engaged a real estate broker, salesman, agent or finder who is or will be entitled to a
commission, fee or other compensation by reason of the transaction contemplated under this
Sublease. Sublessor shall pay Sublessor’s Agent a real estate commission pursuant to a separate
contractual agreement and not pursuant to the terms of this Sublease. Sublessor shall also have an
obligation to pay Sublessee’s Agent a 5% a commission totaling five percent (5%) of the aggregate
rental for the term of the Sublease as compensation. Sublessee and Sublessor each agree to
indemnify and hold the other harmless from and against any and all claims for brokerage
commissions, finder’s fees or other compensation made against the indemnified party by any agent,
broker, salesman or finder as a consequence of the indemnifying party’s actions or dealings with
such agent, broker, salesman, or finder.
15.3 SIGNAGE. Sublessee shall be permitted to install appropriate signage at the entrance
doors to the Sublease Premises, subject to the Sublessor’s prior written approval which shall not
be unreasonably withheld and signage in the building lobby in accordance with the terms of the
Master Lease.
15.4 NOTICES. All notices and demands which may or are to be required or
permitted to be given by either party on the other hereunder shall be in writing. All notices
and demands by the Sublessor to Sublessee shall be effective when actually delivered by hand
delivery or effective three (3) business days after being deposited in the United States Mail,
postage prepaid, addressed to the Sublessee at the address set forth herein or to such other places
as Sublessee may from time to time designate in a notice to the Sublessor. All notices and demands
by the Sublessee to Sublessor shall be effective when actually delivered by hand delivery or
effective three (3)
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business days after being deposited in the United States Mail, postage prepaid,
addressed to the Sublessor at the address set forth herein, and to such other person or place as
the Sublessor may from time to time designate in a notice to the Sublessee. Promptly following
receipt thereof, Sublessor shall deliver to Sublessee a copy of any notice from Landlord with
respect to the Master Lease or the Subleased Premises.
| To Sublessor: | Xxxx Xxxxx LLP | |||
| Attn: Xxx Xxxxx | ||||
| 000 XX Xxxxxxxx, Xxxxx 0000 | ||||
| Xxxxxxxx, Xxxxxx 00000 | ||||
| With a copy to: | Xxxx Xxxxx LLP | |||
| Attn. General Counsel | ||||
| 0000 Xxxxxx Xxxxxx, Xxxxx 0000 | ||||
| Xxxxxxx, Xxxxxxxxxx 00000 | ||||
| To Sublessee: | Xxxxxx Xxxxxx Partners LLC | |||
| Attn: Real Estate Notices | ||||
| Xxx Xxxxxxxxxx Xxxxxx, 00xx Xxxxx | ||||
| Xxx Xxxxxxxxx, XX 00000 |
15.5 BINDING EFFECT. The provisions of this Sublease shall be binding and inure to
the benefit of the parties and their respective successors and permitted assigns.
15.6 COUNTERPARTS. This Sublease may be executed in any number of counterparts, each
of which, when so executed and delivered by facsimile or otherwise, shall be deemed to be an
original and all of which, taken together, shall constitute one and the same Sublease.
15.7 SEVERABILITY. If any term or provision of this Sublease or their application to
any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this
Sublease and the application of such term or provision to person or circumstances other than those
as to which it is held invalid or unenforceable shall not be affected thereby, and each term or
provision of this Sublease shall be valid and enforceable to the fullest extent permitted by law.
15.8 GOVERNING LAW. This Sublease shall be governed by and construed in accordance
with the laws of the State of Oregon without regard to its choice of law rules.
15.9 CONSENT BY LESSOR. This Sublease and the parties’ obligations hereunder are conditioned
upon the Lessor’s and Master Lessor’s written consent and Sublessor shall use reasonable good
faith efforts to obtain such consent. If Lessor or Master Sublessor does not sign the consent
set forth below, or otherwise express its respective consent in writing, within thirty (30) days of
the Effective Date, then either Sublessor or Sublessee may terminate this Sublease by giving the
other written notice thereof, and upon such termination neither party shall have any
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further liability or obligation to the other under or by reason of this Sublease.
15.10 RIGHT TO SUBLEASE. Sublessor shall not unreasonably withhold its consent to further
sublease by Sublessee.
15.11 ENTIRE AGREEMENT. This Sublease (including the exhibits and the Master Lease)
contains the entire agreement of Sublessor and Sublessee and no representations, warranties,
inducements, promises or agreements, oral or otherwise, between the parties not embodied in this
Sublease shall be of any force or effect. This Sublease may not be modified or amended except by
the written agreement of the parties.
IN WITNESS WHEREOF, Sublessor and Sublessee have executed this Sublease as of the Effective
Date.
| Sublessor: | Sublessee: | |||||
| XXXX XXXXX LLP | XXXXXX XXXXXX PARTNERS GROUP, INC. | |||||
By:
|
/s/ Xxxx Xxxx | By: | /s/ Xxxxxx Xxxxxxx | |||
| Print Name: Xxxx Xxxx | Print Name: Xxxxxx Xxxxxxx | |||||
| Title: Chief Practice Officer | Title: Partner | |||||
| Date: November 6, 2006 | Date: November 2, 2006 | |||||
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CONSENT TO SUBLEASE
The undersigned Lessor under the Master Lease hereby consents to the foregoing Sublease without
waiver of any restriction in the Master Lease concerning further assignment or subletting.
Lessor:
| FOX TOWER, L.L.C. |
||||
| By: | /s/ Xxxxxx Xxxxx | |||
| Title: | ||||
| Date: | November 9, 2006 | |||
The undersigned Master Sublessor under the Master Sublease hereby consents to the foregoing
Sublease without waiver of any restriction in the Master Sublease concerning further assignment or
subletting.
Master Sublessor:
| Louisiana Pacific Corporation |
||||
| By: | /s/ Xxxxxx Xxxxxx | |||
| Title: | Director of Taxes | |||
| Date: | October 31, 2006 | |||
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