Exhibit No. 10.2 Office Lease (190 XX Xxxxxxxx, Portland, OR)
Standard Form of OFFICE BUILDING LEASE Developed by PORTLAND METROPOLITAN
ASSOCIATION OF BUILDING OWNERS AND MANAGERS
OFFICE LEASE
This lease, made and entered into at Portland, Oregon, this 27th
day of August, 1996 by and between
LANDLORD: Oregon Portland Associates
and
TENANT FirstLink Communications, Inc
Landlord hereby leases to Tenant the following:
000 XX Xxxxxxxx (the Premises)
in Portland Center (the Building)
at Portland, Oregon, containing approximately 2,011 rentable
square feet as shown an the attached floor plan. calculated using
a load factor of ten percent.
Tenant's Proportion Share for purposes of Section 19 shall be
12.00%.
This lease is for a term commencing November 1, 1996, and
continuing through October 31, 2001.
Monthly Base Rental as follows:
11/1/96-2/8/97: $0.00
3/1/97-10/31/2001: $2430.00
Rent is payable in advance on the lst day of each month
commencing November 1, 1996.
Landlord and Tenant covenant and agree as follows:
1.1 DELIVERY OF POSSESSION.
Should Landlord be unable to deliver possession of the Premises on
the xxxx fixed by the commencement of the term, commencement will
be deferred and Tenant shall Owe no rent until notice from Landlord
tendering possession to tenant If possession Is not SO tendered
within 90 days following commencement of the term, then Tenant may
elect to cancel this lease by notice to Landlord within 10 days
following expiration of the day period. Landlord shall have no
liability to Tenant for delay in delivering possession, nor shall
such delay extend the term of this lease in any manner unless the
parties execute a written extension agreement.
2.1 RENT PAYMENT
Tenant shall pay the Base Rent for the Premises and any additional
rent provided herein without deduction or offset. Rent for any
partial month during the lease term shall be prorated to reflect
the number of days during the month that Tenant occupies the
premises. Additional rent means amounts determined under Section 19
of this Lease and any other sums payable by Tenant to Landlord
under this Lease. Rent not paid when due shall bear interest at the
rate of one-and-one-half percent per month 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 lieu of interest for
the first month of delinquency, without waiving any other remedies
available for default. Failure to impose a late charge shall not be
a waiver of Landlord's rights hereunder.
3.1 LEASE CONSIDERATION.
Upon execution of the lease Tenant has paid the Base Rent for the
first full month of the lease term for which rent is payable and in
addition has paid the sum of $2,430.00 as lease consideration.
Landlord may apply the lease consideration to pay 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 lease
consideration is applied by Landlord, Tenant shall on demand pay
the sum necessary to replenish the lease consideration to Its
original amount. To the extent not applied by landlord to cure
defaults by Tenant, the lease consideration shall be applied
against the rent payable for the last month of the term. The lease
consideration shall not be refundable.
4.1 USE. Tenant shall use the Premises as business for general office use
and for no other purpose without Landlord's written consent. In
connection with its use Tenant shall at its expense promptly comply
and cause the Premises to comply with all applicable laws,
ordinances, rules 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 fumes, noise, or vibrations to be emitted from the
Premises. Tenant shall not conduct any activities that will
increase Landlord's insurance rates for any portion of the Building
or that will in any manner degrade or damage the reputation of the
Building.
4.2 EQUIPMENT
Tenant shall install in the Premises only such office equipment as
is customary for general office use and shall not overload the
floors or electrical circuits of the Premises or Building or alter
the plumbing or wiring of the Premises or Building. Landlord must
approve in advance the location of and manner of installing any
wiring or electrical, heat generating or communication equipment or
exceptionally heavy articles. All telecommunications equipment,
conduit, cables and wiring, additional dedicated circuits and any
additional air conditioning required because of heat generating
equipment or special lighting installed by Tenant shall be
installed and operated at Tenant's expense. Landlord shall have no
obligation to permit the installation of equipment by any
telecommunications provider whose equipment is not then servicing
the Building.
4.3 SIGNS. No signs, awnings, antennas, or other apparatus shall be painted on
or attached to the
Building or anything placed on any glass or woodwork of the
Premises or positioned so as to be visible from outside the
Premises without Landlord's written approval as to design, size.
location, and color. All signs installed by Tenant shall comply
with Landlord's standards for signs and all applicable codes and
all signs and sign hardware shall be removed upon termination of
this lease with the sign location restored to its former state
unless Landlord elects to retain all or any portion thereof.
5.1 UTILITIES AND SERVICES.
Landlord will furnish water and electricity to the Building at all
times and will furnish heat and air conditioning (if the Building
is air conditioned) during the normal Building hours as established
by Owner. Janitorial service will be provided in accordance with
the regular schedule of the Building, which schedule and service
may change from time to time. Tenant shall comply with all
government laws or regulations regarding the use or reduction of
use of utilities on the Premises. Interruption of services or
utilities shall not be deemed an eviction or disturbance of
Tenant's use and possession of the Premises, render Landlord liable
to Tenant for damages, or relieve Tenant from performance of
Tenant's obligations under this lease. Landlord shall take all
reasonable steps to correct any interruptions in service.
Electrical service furnished will be 110 volts unless different
service already exists in the Premises. Tenant shall provide its
own surge protection for power furnished to the Premises.
5.2 EXTRA USAGE.
If Tenant uses excessive amounts of utilities or services of any
kind because of operation outside of normal Building hours, high
demands from office machinery and equipment, nonstandard lighting,
or any other cause, Landlord may impose a reasonable charge for
supplying such extra utilities or services, which charge shall be
payable monthly by Tenant in conjunction with rent payments. In
case of dispute over any extra charge under this paragraph,
Landlord shall designate a qualified independent engineer whose
decision shall be conclusive on both parties. Landlord and Tenant
shall each pay one-half of the cost of such determination.
5.3 SECURITY.
Landlord may but shall have no obligation to provide security
service or to adopt security measures regarding the Premises, and
Tenant shall cooperate with all reasonable security measures
adopted by Landlord. Tenant may install a security system within
the leased Premises with Landlord's written consent which will not
be unreasonably withheld. Landlord will be provided with an access
coda to any security system and shall not have any liability for
accidentally setting off Tenant's security system. Landlord may
modify the type or amount of security measures or services provided
to the Building or the Premises at any time.
*
6.1 MAINTENANCE AND REPAIR.
Landlord shall have no liability for failure to perform required
maintenance and repair unless written notice of such maintenance or
repair is given by Tenant and
Landlord fails to commence efforts to remedy the problem in a
reasonable time and manner, Landlord shall have the right to
erect scaffolding and other apparatus necessary for the purpose
of making repairs, and Landlord shall have no liability for
interference with Tenant's use because of repairs and
installations. Tenant shall have no claim against Landlord for
any interruption or reduction of services or interference with
Tenant's occupancy, and no such interruption or reduction shall
be construed as a constructive or other eviction of Tenant.
Repair of damage caused by negligent or intentional acts or
breach of this lease by Tenant, its employees or invitees shall
be at Tenant's expense.
6.2 ALTERATIONS.
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 prior written consent
which may be withheld in Landlord's sole discretion. Any such
improvements, alterations, wiring, cables or conduit installed by
Tenant shall at once become part of the Premises and belong to
Landlord except for removable machinery and unattached movable
trade fixtures. Landlord may at its option require that Tenant
remove any Improvements, alterations, wiring, cables or conduit
Installed by or for Tenant and restore the Premises to the original
condition upon termination of this lease. Landlord shall have the
right to approve the contractor used by Tenant for any work In the
Premises, and to post notices of nonresponsibility in connection
with work being performed by Tenant in the Premises. Work by Tenant
shall comply with all laws then applicable to the Premises.
7.1 INDEMNITY.
Tenant shall not allow any liens to attach to the Building or
Tenant's Interest in the Premises as a result of its activities.
Tenant shall Indemnify and defend Landlord and its managing agents
from any claim, liability, damage, or loss occurring on the
Premise, arising. Out of any activity by Tenant, its agents, or
invitees or resulting from Tenant's failure to comply with any term
of this lease. Neither Landlord nor its managing agent shall have
any liability to Tenant because of loss or damage to Tenant's
property or for death or bodily Injury caused by the acts or
omissions of other Tenants of the Building, or by third parties
including criminal acts).
7.2 INSURANCE.
Tenant shall carry liability insurance with limits of not less than
one Million Dollars ($1,000,000) combined single limit bodily
Injury and property damage which insurance shall have an
endorsement naming Landlord and Landlord's managing agent, if any,
as an additional insured, cover the liability insured under
paragraph 7.1 of this lease and be in form and with companies
reasonably acceptable to Owner. Prior to occupancy, Tenant shall
furnish a certificate evidencing such Insurance which shall state
that the coverage shall not be cancelled or materially changed
without 10 days advance notice to Landlord and Landlord's managing
agent, If any. A renewal certificate shall be furnished at least 10
days prior to expiration of any
policy.
8.1 FIRE OR CASUALTY.
"Major Damage" means damage by fire or other casualty to the
Building or the Premises which causes the Premises or any
substantial portion of the Building to be unusable, or which will
cost more than 25 percent of the pre-damage value of the Building
to repair, or which is not covered by insurance. In case of Major
Damage, Landlord may elect to terminate this lease by notice in
writing to the Tenant within 30 days after such date. If this lease
is not terminated following Major Damage, or if damage occurs which
is not Major Damage, Landlord shall promptly restore the Premises
to the condition existing just prior to the damage. Tenant shall
promptly restore all damage to tenant improvements or alterations
installed by Tenant or pay the cost of such restoration to Landlord
if Landlord elects to do the restoration of such improvements.
Rent shall be reduced from the date of damage until the date
restoration work being performed by Landlord is substantially
complete, with the reduction to be in proportion to the area of the
Premises not useable by Tenant.
8.2 WAIVER OF SUBROGATION.
Tenant shall be responsible for insuring its personal property and
trade fixtures located on the Premises and any alterations or
tenant improvements it has made to the Premises. Neither Landlord,
its managing agent nor Tenant shall be liable to the other for any
loss or damage caused by water damage, sprinkler leakage, or any of
the risks that are or could be covered by a special all risk
property insurance policy, or for any business interruption, and
there shall be no subrogated claim by one party's insurance carrier
against the other party arising out of any such loss. This waiver
is binding only if it does not invalidate the insurance coverage of
either party hereto.
9.1 EMINENT DOMAIN.
If a condemning authority takes title by eminent domain or by
agreement in lieu thereof to the entire Building or a portion
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. 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, and
Tenant shall have no claim against Landlord or the condemnation
award because of the taking.
10.1 ASSIGNMENT AND SUBLETTING.
This lease shall bind and inure to the benefit of the parties,
their respective heirs, successors, and assigns, provided that
Tenant shall not assign its interest under this lease or sublet all
or any portion of the Premises without first obtaining Landlord's
consent in writing. 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, and no consent to one assignment or subletting shall be
a consent to any
further assignment or subletting. Landlord shall not unreasonably
withhold its consent to any assignment or subletting provided the
effective rental paid by the subtenant or assignee is not less
than the current scheduled rental rate of the Building for
comparable space and the proposed Tenant is compatible with
Landlord's normal standards for the Building. If Tenant proposes
a subletting or assignment to which Landlord is required to
consent under this paragraph, Landlord shall have the option of
terminating this lease and dealing directly with the proposed
subtenant or assignee, or any third party. If an assignment or
subletting is permitted, any cash profit, or the net value of any
other consideration received by Tenant as a result of such
transaction shall be paid to Landlord promptly following its
receipt by Tenant. Tenant shall pay any costs incurred by
Landlord in connection with a request for assignment or
subletting, including reasonable attorneys' fees.
11.1 DEFAULT
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 10 days after 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 the 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, business failure or 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 all or any portion of Tenant's
properties or financial records.
(c) Assignment or subletting by Tenant in violation of
paragraph 10.1.
(d) Vacation or abandonment of the Premises without the
written consent of Landlord or failure to occupy the Premises
within 20 days after notice from Landlord tendering possession.
11.2 REMEDIES FOR DEFAULT.
In case of default as described in paragraph 11.1 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:
(a) Landlord may at its option terminate the lease by notice to
Tenant, with or without termination. Landlord may retake possession
of the Premises and may use or relet the Premises without accepting
a surrender or waiving the right to damages. Following such
retaking of possession, efforts by Landlord to relet the Premises
shall be sufficient if Landlord follows is usual procedures for
finding tenants for the space at rates not less than the current
rates for other comparable space in the Building. 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.
(b) Landlord may recover all damages caused by Tenant's default
which shall include an amount equal to rentals lost because of the
default, lease commissions paid for this lease, and the unamortized
cost of any tenant improvements installed by 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. Such damages shall be measured by 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 judgement at the prevailing interest rate on judgements.
(c) 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 demand all amounts so
expended, plus interest from the date of the expenditure at the
rate of one-and-one-half percent per month. Any such payment or
performance by Landlord shall not waive Tenant's default.
12.1 SURRENDER.
On expiration or early termination of this lease Tenant shall
deliver all keys to Landlord and surrender the Premises vacuumed,
swept, and free of debris and in the same condition as at the
commencement of the term subject only to reasonable wear from
ordinary use. Tenant shall remove all of its furnishings and trade
fixtures that remain its property and repair 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. 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 the provisions of this lease except that rent shall be
one-and-one-half times the total rent being charged when the lease
term expired, and any option or other rights regarding extension of
the term or expansion of the Premises shall no longer apply; or
(ii) to eject Tenant from the Premises and recover damages caused
by wrongful holdover.
13.1 REGULATIONS.
Landlord shall have the right but shall not be obligated to make,
revise and enforce regulations or policies consistent with this
lease for the purpose of promoting safety, health (including
moving, use of common areas and prohibition of smoking), order,
economy, cleanliness, and good service to all tenants of the
Building. All such regulations and policies shall be complied with
as if part of this lease.
14.1 ACCESS.
During times other than normal Building 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 permitting or
refusing to permit access by anyone. Landlord may regulate access
to any Building elevators outside of normal Building hours.
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
services, maintenance and repairs or alterations to the Building
or the Premises, or to show the Premises to any prospective
tenant or purchasers. Except in case of emergency such entry
shall be at such times and in such manner as to minimize
interference with the reasonable business use of the Premises by
Tenant.
14.2 FURNITURE AND BULKY ARTICLES.
Tenant shall move furniture and bulky articles in and out of the
Building or make independent use of the elevators 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.
15.1 NOTICE.
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. Notice to Tenant may
always be delivered to the Premises. Rent shall be payable to
Landlord at the same address and in the same manner, but shall be
considered paid only when received.
16.1 SUBORDINATION AND ATTORNMENT.
This lease shall be subject to and subordinate to any mortgages,
deeds of trust, or land sale contracts (hereafter collectively
referred to as encumbrances) now existing against the Building. At
Landlord's option this lease shall be subject and subordinate to
any future encumbrance hereafter placed against the Building
(including the underlying land) or any modifications of existing
encumbrances, and Tenant shall execute such documents as may
reasonably be requested by Landlord or the holder of the
encumbrance to evidence this subordination. If any encumbrance is
foreclosed, then if the purchaser at foreclosure sale gives to
Tenant a written agreement to recognize Tenant's lease, Tenant
shall attorn to such purchaser and this Lease shall continue.
16.2 TRANSFER OF BUILDING.
If the Building is sold or otherwise transferred by Landlord or any
successor, Tenant shall attorn to the purchaser or transferee and
recognize it as the lessor under this lease, and. provided the
purchaser or transferee assumes all obligations hereunder, the
transferor shall have no further liability hereunder.
16.3 ESTOPPELS.
Either party will within 10 days after notice from the other
execute, acknowledge and deliver to the other party a certificate
certifying whether or not this lease has been modified and is in
full force and effect; whether there are any modifications or
alleged breaches by the other party; the dates to which rent has
been paid in advance; and the amount of any security deposit or
prepaid rent; and any other facts that may reasonably be requested.
Failure to deliver the certificate within the specified time shall
be conclusive upon the party of whom the certificate was requested
that the
lease is in full force and effect and has not been modified
except as may be represented by the party requesting the
certificate. If requested by the holder of any encumbrance, or
any ground lessor, Tenant will agree to give such holder or
lessor notice of and an opportunity to cure any default by
Landlord under this lease.
17.1 ATTORNEYS' FEES.
In any litigation arising out of this lease, the prevailing party
shall be entitled to recover attorneys' fees at trial and on any
appeal. If Landlord incurs attorneys' fees because of a default by
Tenant, Tenant shall pay all such fees whether or not litigation is
filed.
18.1 QUIET ENJOYMENT.
Landlord warrants that so long as Tenant complies with all terms of
this lease it shall be entitled to peaceable and undisturbed
possession of the Premises free from any eviction or disturbance by
Landlord. Neither Landlord nor its managing agent shall have any
liability to Tenant for loss or damages arising out of the acts,
including criminal acts, of other tenants of the Building or third
parties, nor any liability for any reason which exceeds the value
of its interest in the Building.
19.1 ADDITIONAL RENT-TAX ADJUSTMENT.
Whenever for any July 1 - June 30 tax year the real property taxes
levied against the Building and its underlying land exceed those
levied for the 1996 - 1997 tax year, then the monthly rental for
the next succeeding calendar year shall be increased by one-twelfth
of such tax increase times Tenant's Proportionate Share. Real
property taxes as used herein means all taxes and assessments of
any public authority against the Building and the land on which it
is located, the cost of contesting any tax and any form of fee or
charge imposed on Landlord as a direct consequence of owning or
leasing the Premises, including but not limited to rent taxes,
gross receipt taxes, leasing taxes, or any fee or charge wholly or
partially in lieu of or in substitution for ad valorem real
property taxes or assessments, whether now existing or hereafter
enacted. 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 exist. If a
separate assessment or identifiable tax increase arises because of
improvements to the Premises, then Tenant shall pay 100 percent of
such increase.
19.2 ADDITIONAL RENT-COST-OF-LIVING ADJUSTMENT.
On each anniversary date of this lease, the Landlord shall adjust
the base rental in the same percentage as the increase, if any,
in the Consumer Price Index published by the United States
Department of Labor, Bureau of Labor Statistics. The change shall
be computed by comparing the schedule entitled -U.S. City
Average, All Items, All Urban Consumers, 1982-84 = 100" for the
latest available month preceding the month in which the lease
term commenced with the same figure for the same month in the
years for which the adjustment is computed. All comparisons shall
be index figures derived from the same base period and in
no event snail this provision operate to decrease the monthly
rental for the Premises below the initial stated
monthly rental, plus property tax adjustments and operating
expense adjustments as provided in this Lease. If the index
cited above is revised or discontinued during the term of this
Lease then the index that is designated by the Portland
Metropolitan Association of Building Owners and Managers to
replace it shall be used.
19.3 OPERATING EXPENSE ADJUSTMENT
Tenant shall pay as additional rent Tenant's Proportionate Share of
the amount by which operating expenses for the Building increase
over those experienced by landlord during the calendar year 1996
(base year). Effective January 1 of each year Landlord shall
estimate the amount by which operating expenses are expected to
increase, if any, over those incurred in the base year. Monthly
rental for that year shall be increased by one-twelfth of Tenant's
share of the estimated increase. Following the end of each
calendar year, Landlord shall compute the actual increase in
operating expenses and xxxx Tenant for any deficiency or credit
Tenant with any excess collected. As used herein operating expenses
shall mean all costs of operating and maintaining the Building as
determined by standard real estate accounting practice, including,
but not limited to, all water and sewer charges; the cost of
natural gas and electricity provided to the Building; janitorial
and cleaning supplies and services; administration costs and
management fees; superintendent fees; security services, if any;
insurance premiums; licenses; permits for the operation and
maintenance of the Building and all of its component elements and
mechanical systems; the annual amortized capital improvement 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) for any capital improvements to
the Building required by any governmental authority or those which
have a reasonable probability of improving the operating efficiency
of the Building.
19.4 DISPUTES.
If Tenant disputes any computation of additional rent or rent
adjustment under paragraphs 19.1 through 19.3 of this lease, it
shall give notice to Landlord not later than one year after the
notice from Landlord describing the computation in question, but in
any event not later than 30 days after expiration or earlier
termination of this lease. If Tenant fails to give such a notice,
the computation by Landlord shall be binding and conclusive between
the parties for the period in question. If Tenant gives a timely
notice, the dispute shall be resolved by an independent certified
public accountant selected by Landlord whose decision shall be
conclusive between the parties. Each party shall pay onehalf of
the fee for making such determination except that if the adjustment
in favor of Tenant does not exceed ten percent of the escalation
amounts for the year in question, Tenant shall pay (i) the entire
cost of any such third-party determination; and (ii) Landlord's
out-of-pocket costs and reasonable expenses for personnel time in
responding to the audit. Nothing herein shall reduce Tenant's
obligations to make all payments as required by this lease.
20.1 COMPLETE AGREEMENT; NO IMPLIED COVENANT.
This lease and the attached Exhibits and Schedules, if any,
constitute the entire agreement of the parties and supersede all
prior written and oral agreements and
representations and there are no Implied covenants or other
agreements between the parties except as expressly set forth in
this Lease. Neither Landlord nor Tenant is relying on any
representations other than those expressly set forth herein.
20.2 SPACE LEASED AS IS.
Unless otherwise stated in this Lease, the Premises are leased As
IS in the condition now existing with no alterations or other work
to be performed by Landlord.
20.3 CAPTIONS.
The titles to the paragraphs of this lease are descriptive only and
are not intended to change or influence the meaning of any
paragraph or to be part of this lease.
20.4 NONWAIVER.
Failure by Landlord to promptly enforce any regulation, remedy or
right of any kind under this Lease shall not constitute a waiver of
the same and such right or remedy may be asserted at any time after
Landlord becomes entitled to the benefit thereof notwithstanding
delay in enforcement.
20.5 EXHIBITS.
The following Exhibits are attached hereto and incorporated as a
part of this lease:
Exhibit "A" - Additional Provisions
Exhibit "B" - Workletter Agreement
Exhibit "C" - Space Plan
IN WITNESS WHEREOF, the duly authorized representatives of the
parties have executed this lease as of the day and year first
written above.
LANDLORD:
Address for notices:
000 XX Xxxxxxxx By:
Xxxxxxxx, XX 00000 ----------------------------------
Title:
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TENANT: By:
----------------------------------
Title:
-------------------------------
Address for notices:
Premises By:
----------------------------------
Title:
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Exhibit "A"
Additional Provisions
Dated August 27, 1996
By and Between
Oregon Portland Associates, Inc. (Landlord)
and
FirstLink Communications, Inc. (Tenant)
21.1 Rights of Second
Offer: During the initial term of this Lease so long as Tenant is
not incurred default of any of Tenant's obligations under
the Lease, Tenant shall have the right of second offer,
subject to rights of Weststar Mortgage, to lease any space
that is contiguous to the initial premises. In the event
that Landlord desires to make a written offer (the "Offer")
to a third party to lease the Expansion Space, Landlord
shall first present the Offer to Tenant and give Tenant five
(5) business days within which to determine whether Tenant
will accept the Offer. If Tenant gives Landlord written
notice within such five (5) business day period that Tenant
elects to accept the Offer, then Tenant shall be bound to
enter into a written lease agreement in accordance with the
terms of the Offer. Under no circumstances shall Base Rent
for the expansion space be less than Tenant's current rent.
If Tenant does not give Landlord such written notice within
five (5) business day period, then Landlord shall be free to
close a transaction with the third party on the terms of the
offer.
22.1 Parking: Tenant shall have the right to rent on a monthly basis up to
six (6) day use parking stalls in the building parking
garage at no cost. Additional parking will be at the
prevailing monthly rate. One (1) additional stall, will be
located at the 255 garage, at no cost.
23.1 Temporary Premises: Tenant shall have the right to use Garden Office,
suite 2L at 000 X.X. Xxxxxxxx at no cost until the Landlord
delivers the Suite at 000 XX Xxxxxxxx to the Tenant.
24.1 Electrical: Tenants premises will be separately metered and all
electrical costs to the premises will be paid for by Tenant.
25.1 Termination: In the event the telecommunication contract between Landlord
and Tenant is terminated, the Tenant shall have a one time
right to terminate this Lease upon giving the Landlord
thirty (30) days written notice.
AGREED AND ACCEPTED:
FirstLink Communications, Inc.
By:
---------------------------------
A. Xxxxx Xxxxx
Title:
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Chief Executive Officer
Pacific Union Property Services, Inc.
Managing Agent for:
Oregon Portland Associates, Inc.
By:
--------------------------------------
Title:
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EXHIBIT "B'(1)
WORK LETTER AGREEMENT
TENANT IMPROVEMENTS
A. Landlord to provide all tenant improvements per the space plan dated
September 4, 1996. All improvements shall include, but necessarily be
limited to, the following:
1. Building standard wall painted.
2. Building standard rubber base and carpet.
3. Building standard door and hardware.
4. Building standard electrical outlets and telephone tnud rings.
5. Building standard window coverings.
6. Building standard entry with building standard relite.
The following items are included as part of the Landlord's building
standard tenant improvement package:
1. BUILDING standard heating, ventilating, and airconditioning.
2. Building standard lighting to local governing codes.
3. Building standard drop ceiling.
B. Tenant shall be responsible for any revisions to the space which
exceed the Tenant Improvement budget of $65,360.00.
C. Tenant shall provide color choices for carpet, paint, rubber base
and other finishes and approve construction documents on or before
5:00 p.m., September 18, 1996.
AGREED AND ACCEPTED AGREED AND ACCEPTED
TENANT: LANDLORD:
FIRSTLINK COMMUNICATIONS, INC. OREGON PORTLAND ASSOCIATES, INC.
By By:
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