SUBLEASE
1. PARTIES
This Sublease is entered into this 13th day of August, 1998, by and
between NIKE, Sublessor, and Protocol Systems, Inc., Sublessee, as a
Sublease under the Master Lease dated December 13, 1990, as amended by
documents dated 12/3/92 and 2/13/96, entered into by NIKE as Lessor,
and Sublessor under this Sublease as Lessee; a copy of the Master is
attached hereto as Exhibit 'A'.
2. PROVISIONS CONSTITUTING SUBLEASE
A. This Sublease is subject to all of the terms and conditions of
the Master Lease in Exhibit 'A' and Sublessee shall assume and
perform the obligations of the Lessee in said Master Lease, to the
extent said terms and conditions are applicable to the Premises
subleased pursuant to this Sublease. Sublessee shall not commit or
permit to be committed on the Premises any act or omission which
shall violate any term or conditions of the Master Lease. In the
event of termination of Sublessor's interest as Lessee under the
Master Lease for any reason, then this Sublease shall terminate
coincidentally therewith without any liability of Sublessor to
Sublessee.
B. All of the terms and conditions contained in the Master Lease
are incorporated herein except for paragraphs 1, 2, 3, 4A, 4B, 29
and 30 as terms and conditions of this Sublease (with each reference
therein to Lessor and Lessee to be deemed to refer to Sublessor and
Sublessee) and along with all of the following paragraphs set out in
this Sublease, shall be complete terms and conditions of this
Sublease.
3. PREMISES
Sublessor leases to Sublessee and Sublessee hires from Sublessor
the following described Premises together with the appurtenances,
situated in the City of Beaverton, County of Washington, State of
Oregon, commonly known and described as 0000 XX Xxxxxxxxx Xxxxx, and
consisting of approximately 14,000 sq. feet in southwest portion of
building consisting of portions of the first and second floors shown on
the drawing attached as Exhibit B.
4. RENTAL
Sublessee shall pay to Sublessor as rent for the Premises in
advance on the first day of calendar month of the term of this Sublease
without deduction, offset, prior notice or demand, in lawful money of
the United States the sum of thirteen thousand five hundred and eighty
dollars ($13,580.00). If the commencement date is not the first of the
month, or if the Sublease termination date is not the last day of the
month, a prorata monthly installment shall be paid at the then current
rate for the fractional month during which the Sublease commences
and/or terminates. Receipt of $6,133.00 is hereby acknowledged for
rental for the first partial month (14/31), and the additional amount
of N/A as non-interest bearing security for performance under this
Sublease. In this event, Sublessee has performed all of the terms and
conditions of this Sublease throughout the term, upon Sublessee
vacating the Premises, the amount paid as a security deposit shall be
returned to Sublessee after first deducting any sums owing to
Sublessor. Monthly payment includes full cost of physical space and
proportionate share of common area charges; Sublessee to pay all
directly billed utility charges. The rent component is the sum of
$10,640 per month (computed at the rate of $.76 per rentable square
foot) and CAM charges of $2,940 per month (computed at the rate of .21
per rentable square foot per month).
5. TERM
A. The term of this Sublease shall be for a period of approximately
eight (8) months, commencing on August 17, 1998, and ending on March
31, 1999.
B. In the event Sublessor is unable to deliver possession of the
Premises at the commencement of the term, Sublessor shall not be
liable for any damage caused thereby, nor shall this Sublease be
void or voidable but Sublessee shall not be liable for rent until
such time as Sublessor offers to deliver possession of the Premises
to Sublessee, but the term hereof shall not be extended by such
delay. If Sublessee, with Sublessor's consent, takes possession
prior to commencement of the term, Sublessee shall do so subject to
all covenants and conditions hereof and shall pay rent for the
period ending with the commencement of the term at the same rental
as that prescribed for the first month of the term prorated at the
rate of 1/30th thereof per day.
6. USE
Sublessee shall use the Premises for general office and for no
other purpose without written consent of Sublessor.
7. NOTICES
All notices or demands of any kind required or desired to be given by
Sublessor or Sublessee hereunder shall be in writing and shall be in
the United States mail, certified and registered, postage prepaid,
addressed to the Sublessor, or Sublessee, respectively, at the address
set forth after their signatures at the end of this Sublease.
Addresses of the parties may be changed by notice as provided herein.
Notices may also be sent by private courier service or facsimile
transmission and all notices shall be effective when received during
business hours. Notice addresses are as follows: Sublessor: Xxx
Xxxxxxx, Director of Administration Services, NIKE, Inc., Xxx Xxxxxxxx
Xxxxx, Xxxxxxxxx, XX 00000-0000; FAX (000) 000-0000; Sublessee: 0000
X.X. Xxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000, Attn: Xxxxx Xxxxxxx, Vice
President of Finance, FAX (000) 000-0000. All rent and other payments
due under this Sublease or the Master Lease shall be made to Sublessor
at the same address.
8. ACCESS TO TELEPHONE ROOM
Sublessee shall be entitled to access and use of the central
telephone room serving the Premises for installation of its telephone
switching equipment, such access and installation to be done in a way
which does not interfere with use of such room and equipment by
Sublessor.
9. COMMON AREA MAINTENANCE CHARGES
Sublessee shall pay common area maintenance charges attributable
to the Subleased Premises which are currently $.21 per rentable square
foot per month and paid together with rent. Sublessee shall also pay
all utility charges billed to the Master Lease premises during the term
of the Sublease, so long as there are no other tenants occupying the
building.
10. ACCESS TO CARD KEY SYSTEM
Sublessee shall be given access to and use of the existing card
key security access system and shall be allowed to connect the system
to Sublessee's card key computer system. Sublessor's property
management personnel will be allowed access to the subleased premises
for purposes of inspection and repair.
11. PURCHASE OF PERSONAL PROPERTY
Sublessee agrees that upon execution of this Sublease, it shall
purchase those items of furniture listed on the attached Exhibit C from
Sublessor for the sum of $50,000, and such sum shall be paid upon
signing of this Sublease in addition to rent for the month of August.
Sublessor will give a xxxx of sale warranting its ownership of such
items, which Sublessee will accept AS IS with no warranties as to
condition.
12. EARLY POSSESSION
Sublessee may take possession of the Premises upon execution
hereof for purposes of doing work in preparation for occupancy. Such
early occupancy shall be subject to all terms and conditions of this
Sublease, except that rent will not commence until the date stated
herein.
13. Paragraphs 8 through 14 are attached hereto and made a part hereof
prior to the execution of the Lease.
SUBLESSOR: NIKE, INC. SUBLESSEE: PROTOCOL SYSTEMS, INC.
By: Xxx Xxxxxxxx By: Xxxxx X. Xxxxxxx
Address: One Xxxxxxxx Drive Address: 0000 XX Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
The undersigned Landlord under the Master Lease attached as Exhibit
'A', hereby consents to the subletting of the Premises described herein
on the terms and conditions contained in this Sublease. This consent
shall apply only to the Sublease and shall not be deemed to be a
consent to any other Sublease.
Dated: September 11, 1998 Landlord:
By: Xxxxxx Xxxxxxx
Regional Manager
PS Business Parks, L.P.
