Exhibit 10.12
OFFICE LEASE
This lease, made and entered into at Portland, Oregon, this 1st day of December,
1997
by and between
LANDLORD: CTL Management, Inc.
and
TENANT: Parts Voice
Landlord hereby leases to Tenant the following:
3,772 SQ.FT KNOWN AS SUITES 104 AND 215 (the premises)
in LEWIS AND CLARK BUILDING (the building)
at 8305 SE MONTEREY, Oregon, for a term commencing DECEMBER 1, 1997.
and continuing through NOVEMBER 30, 1999 at a Monthly Base Rental as
follows:
YEAR 1 YEAR 2
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$15.00/SQ.FT. = $4,715/MONTH $15.50/SQ.FT. = 4,872/MONTH
Rent is payable in advance on the 1ST DAY of each month commencing December
1, 1997.
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 date
fixed for the commencement of the term, commencement will be deferred and
Tenant shall owe no rent until notice from the 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 90 day period. Landlord shall have
no
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liability to Tenant for delay in delivering possession, nor shall such delay
extend the term of this lease in any manner.
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 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 to the lease term for which rent is payable and in addition has paid the
sum of $ -0- 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 for business for and for no other purpose without
Landlord's written consent. In connection with its use, Tenant shall at its
expense promptly 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
Landlords 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 communications equipment
or exceptionally heavy articles. All telecommunications equipment, conduit,
cables and wiring
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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.
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 Landlords
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, electricity and elevator service and, during the
normal Building hours of 8:00 AM to 6:00 PM Monday through Friday except
holidays, will furnish heat and air conditioning (if the Building is air
conditioned). Janitorial services 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 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 of
service. Electrical service will be 110 volts unless different service already
exist in the Premises. Tenant shall provide its own surge protection for power
furnished to computers.
5.2 EXTRA USAGE.
If Tenant uses excess 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, r any other cause, Landlord may impose a
reasonable charge for supplying such extra utilities of 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.
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 be 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
installation.
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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
coverings 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 moveable trade
fixtures. Landlord may at its option require Tenant to remove any improvements,
alterations, wiring, cables or conduit installed by 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 non responsibility in connection with work
being performed by Tenant in 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 Premises, 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 or 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 ($1,000,000.00) 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 and covering the liability
insured under paragraph 7.1 of this lease. Tenant shall furnish a certificate
evidencing such insurance which shall state that the coverage shall not be
canceled 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 per cent 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
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writing to Tenant within 30 days of 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 usable 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 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 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 the Tenant shall not assign its
interest under this lease or sublet all or any portion of the Premises without
first obtaining Landlords 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 sub-tenant 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 sub-
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tenant 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 shall pay any costs incurred by Landlord in connection with a request
for assignment or subletting, including reasonable attorney's 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.
(b) 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 re-let the Premises without accepting a surrender or waiving
the right to damages. Following such retaking or possession, efforts by
Landlord to re-let the Premises shall be sufficient if Landlord follows its
usual procedures for finding Tenants for the space at rates not less than
the current rates for comparable space in the Building. If Landlord has
other vacant
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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 loss 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 sue 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 judgment at the
prevailing interest rate on judgments.
(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 on demand all amounts so expected, 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 all 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.
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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 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.
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following mailing, postpaid 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 ATTORNMENT.
This lease shall be subject to and subordinate to any mortgage, deeds of trust,
or land sales 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.
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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
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 DISPUTE RESOLUTION.
INFORMAL DISPUTE CONFERENCES: In the event the Tenant has a grievance against
the Landlord, the Tenant shall notify the Landlord of his/her grievance in
writing. The Landlord agrees to meet with the Tenant within Twenty (20) days of
receiving said grievance.
MEDIATION: In the event any grievance between the parties is not resolved in
the Informal Dispute Conference discussed above, the parties agree that said
dispute be submitted to mediation, prior to the initiation of any litigation.
Either Tenant or Landlord may request mediation of dispute by notifying the
other party in writing. Within fifteen (15) days of such request, both parties
shall select a mediator. In the event that the parties cannot agree on a
mediator, a mediator will be selected pursuant to the rules of the Arbitration
Services of Portland, Inc. or the American Arbitration Association. The parties
and the mediator shall meet at an agreeable time and place within fifteen (15)
days of the mediator's selection in an attempt to mediate the dispute. The
mediator will select the time and place for the meeting. The mediator will have
five (5) days after the hearing to attempt to resolve the dispute. If either
party does not agree with the solutions suggested by the mediator, either party
may then request that the matter proceed to arbitration. Each party shall pay
their own costs and attorney fees, if any, of participation in the mediation.
Each party shall pay one half of the mediator's fee.
ARBITRATION: In the event that the parties are unable to resolve their dispute
in mediation, the matter shall then proceed to final and binding arbitration.
Either party may initiate the arbitration process through a written request to
the other. The parties shall then confer and attempt to agree on a single
arbitrator. If the parties are unable to do so within twenty (20) days of said
request, each party shall select its own arbitrator, the two of whom shall then
select a third arbitrator. The costs of arbitration shall be shared equally by
the parties. Each party shall pay their own attorney fees. The arbitrator(s)
will schedule and conduct a hearing within thirty (30) days of the selection of
the arbitrator(s). Within twenty-one (21) days of the arbitration hearing, the
arbitrator(s) shall serve written notice of their decision on the parties. The
arbitration shall be conducted pursuant to the rules of the American Arbitration
Association, or the Arbitration Service of Portland, Inc.
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or such other similar independent public arbitration service that is designed to
provide a fair and impartial arbitration process as Landlord shall select.
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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 or 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, than 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 tax-exempt tenant so that
the Building has a partial tax exemption under ORS 307.112 or a similar statute,
than 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, than Tenant shall pay 100 percent of
such increase.
19.2 TENANT'S PROPORTIONATE SHARE.
"Tenant's proportionate share" as used herein means the area of the Premises,
divided by the total area of office space in the Building, with area determined
using one of the methods of building measurements defined by the Building Owners
and Managers Association (BOMA). Tenant's proportionate share as of the lease
commencement date shall be 18.97 percent.
19.3 ADDITIONAL RENT: OPERATING EXPENSE ADJUSTMENT.
Tenant shall pay as additional rent its proportionate share, as defined in
paragraph 19.2, of the amount by which operating expenses for the Building
increase over those experienced by Landlord during the calendar year 1997 (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
expense and bill 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
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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.
20.1 COMPLETE AGREEMENT.
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. 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 NON WAIVER.
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 reasserted 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:
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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: By: By:
Address for notices: ----------------------- -----------------------
9498 SW Barbur Blvd Title: Title:
Suite 200 -------------------- --------------------
Portland, OR 97219
By: By:
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Title: Title:
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TENANT: By: By:
Address for notices: ----------------------- -----------------------
Title: Title:
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Title: Title:
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