EXHIBIT 10.21
LEASE
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Portland, Oregon
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March 1, 1996
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Parties
The parties to this lease are U.S.
National Bank of Oregon, as Trustee, hereinafter referred to as
“Landlord,” and Shared Communications
Services, Inc. hereinafter referred to as
“Tenant”.
Premises
The property subject to this lease,
hereinafter referred to as the “Premises”, is described
as follows:
The lease premises consist of approximately a
9,760 square foot 1 story commercial building, consisting of
approximately 5,020 square feet warehouse space, and approximately
4,740 square feet of office space, and is situated upon
approximately 20,000 square feet of land and is more commonly known
as 810 S.E. Belmont Portland, Oregon. The property can
further be identified by Multnomah County tax account no.
R64450-5900. Also referred to attached legal
description.
Term: Rent,
Deposit
The original term of this lease shall commence
on March 1, 1996 and continue through the expiration date of
February 28, 2001, at a monthly base rental rate as
follows:
Base Rent : The base rent shall be $4,500.00 per
month, commencing March 1, 1996 and continue through
February 28, 1999. Effective March 1, 1999 the base
rent shall escalate in accordance with any increase in the CPI
Index, not to exceed 5% annually, based upon the Consumer Price
Index, Pacific Cities and U.S. City Average, All Item Indexes, U.S.
City Average, All Urban Consumers. Said escalation shall
cover the period March 1, 1996 through February 28, 1999,
and each three year period during any options granted under this
lease.
Should said index no longer be published,
discontinued, or unavailable Landlord shall have the right to
substitute a reasonably comparable index in which to base said
escalation.
Should the above index be published at a date
other than March 1, 1999 Landlord shall have the right to
substitute another reasonably comparable published month in which
to base said escalation.
Not withstanding the above, in no event shall
the base rental rate be less than $4,500.00 per month during the
original term of the lease, or any option term that may be
exercised herein.
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This lease is subject to the additional terms
and conditions as follows, to which the parties
agree:
Section 1. Occupancy
1.1
Payment of Rent The monthly base rental rate
herein stated shall be due and payable by the 1st day of each and
every month through the above designated term. Tenant shall
pay the specified base rent, and any other charges due under the
lease when due in lawful money of the United States at
Landlord’s address stated in this lease, or such other
address as Landlord shall designate by notice to Tenant. Any
rent which is not paid within 10 days of the date due shall bear a
5% late charge for each $1.00 and shall be paid to Landlord within
5 days of notice or billing from Landlord as additional
rent.
1.2
Condition of Premises
Landlord makes no
warranty as to the condition of the Premises, or any improvements
thereon or the adequacy of the Premises for Tenant’s intended
use, and Tenant accepts the Premises “As Is”, except as
defined in paragraph 1.2.1, based upon Tenant’s own
inspection and not upon any representation by Landlord, or
Landlord’s agent, except as may be stated in this
lease.
1.2.1
Improvements/Repairs by
Landlord :
As weather permits, as determined by Landlord, but no later
than June 1, 1996, Landlord agrees to paint the exterior of
the building, based upon a mutually acceptable color by Landlord
and Tenant, repair the exterior dry rot, and re-stripe and seal
coat the parking area. Landlord will expend $25,000.00, plus
a reasonable amount thereafter, not to exceed 10% of the initial
amount of $25,000.00, on seismic improvements to the warehouse
portion of the building in an effort to bring the warehouse portion
of the building into compliance with current seismic code, or
building department directives.
1.3
Security Deposit To secure Tenant’s
compliance with all terms of this lease, Tenant shall paid
Landlord, at the commencement of said lease, the sum of $4,500.00
as a deposit. The deposit shall be a debt from Landlord owing
to Tenant, refundable within 30 days following the expiration of
the lease term, or any option term exercised under the lease, or
other termination not caused by Tenant’s default.
Landlord shall have the right to offset against the deposit
a) for any sums owing from Tenant to Landlord under the lease which
have not been paid when due, b) any damages caused by
Tenant’s default, c) the cost of curing any failure by Tenant
to comply with any term or provision of said lease, should the
Landlord elect to do so, d) and the cost of performing any repair
or cleanup that is Tenant’s responsibility under this lease.
Offset against the deposit shall not be an exclusive remedy
in any of the above cases, but may be invoked by Landlord, at its
option, in addition to any other remedy provided by law or this
lease for Tenant’s non-performance. Landlord shall give
notice to Tenant each time an offset is claimed against the deposit
unless this lease is terminated, Tenant shall within 10 days
following such notice deposit with Landlord a sum equal to the
amount of the offset so that the total deposit amount, net of
offset, shall remain constant throughout the lease term.
Landlord may deliver the funds deposited herein by Tenant to
the purchaser or assignee of Landlord’s interest in the
leased premises, in the event that such interest be sold or
transferred, and thereupon Landlord shall be discharged from any
further liability with respect to such deposit. If tenant
exercises their option(s) under paragraph 15.1 of the lease the
Landlord at Landlord’s option may increase the
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amount of Tenant’s
security deposit to an amount equal to one months rent, which shall
be equal to the last months rent due and payable under the option
period.
Section 2. Use of the Premises
2.1
Permitted Use Tenant shall use and permit
the Premises to be used for the following purposes only: To
provide telecommunications services and necessary activities
associated with Tenants primary business.
Tenant shall operate the above business every
business day during the hours and in the manner customary for such
businesses, except during the time and to the extent such use is
prevented by fire, flood, labor disputes, government edict or any
other cause beyond Tenant’s control.
2.2
Restrictions on Use
In
connection with its use of the Premises, Tenant shall:
a)
Refrain from
conducting any activity or creating any condition on the Premises
in violation of any federal, state or municipal laws or orders,
which shall include any violation of any applicable environmental
laws, regulations, or ordinances;
b)
Refrain from
selling alcoholic beverages on the Premises unless expressly
permitted by this lease;
c)
Refrain from any
activity or the maintenance of any condition that would in any way
tend to create a nuisance, damage the reputation of the Premises,
or be reasonably offensive to Landlord, or other tenants of the
building in which the Premises may be located.
d)
Refrain from any
use of the Premises that would cause the fire insurance rate on the
Premises or the Building to be increased or that will prevent
Landlord from taking advantage of any future ruling of the Oregon
Insurance Rating Bureau or its successor that would permit reduced
premium rates for long-term fire insurance policies on the
Premises. If Tenant shall fail to comply with this
restriction upon reasonable notice from Landlord, Tenant shall pay
any resulting extra cost of fire insurance upon receipt of billings
from Landlord.
e)
Refrain from any
activity or installation that will, in the opinion of a qualified
engineer or architect selected by Landlord, overload the floors or
create undue stress upon any part of the Premises:
f)
Refrain from the
use of any electrical equipment that will, in the opinion of a
qualified electrician selected by Landlord, overload the electrical
circuits from which Tenant obtains current or interfere with the
reasonable use of such circuits by Landlord or other tenants of
Landlord using the same circuits. Any changes to the wiring
necessary to prevent Tenant’s use from overloading the
circuits shall be paid for by Tenant.
Signs and Attachments
Tenant at Tenants
expense shall be responsible for obtaining all necessary permits,
and installing Tenant’s signage. Tenant shall not,
without Landlord’s prior written consent, which shall not be
unreasonably withheld, place any permanent sign, advertisement,
notice, marquee, awning, decoration, aerial or attachment in, on or
to the roof, canopy, windows, doors or exterior walls of the
Premises or the Building. Any such sign or attachment placed
upon the Premises by Tenant with or without Landlord’s
consent shall be removed at Tenant’s expense upon termination
of this lease, and all damage caused by installation or removal
shall be repaired at Tenant’s expense. However, Tenant
shall be able to
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place any temporary sign, advertisement, notice,
marquee, awning, decoration, aerial or attachment on the premises
without further consent of the Landlord.
2.3
Removal of Snow, Ice and
Debris :
Tenant shall keep the sidewalks abutting the Premises and all
pedestrian areas leading to and away from any entrances, include
the parking area and driveways free and clear of snow, ice, debris
and obstructions of every kind. If the Premises consist of an
entire building, Tenant shall keep the roof and drains leading from
the roof free and clear of snow, ice, leaves, garbage, debris, or
other obstruction which might overload or endanger the roof or
adjoining Premises, sidewalks or streets. In performing such
work, Tenant shall take all necessary precautions to avoid damage
to the roof, gutters, downspouts, and drains.
2.4
Alterations Unless herein stated
or agreed upon during the term of the lease, Tenant shall not make
any alterations, additions or improvements to the Premises, without
Landlord’s prior written consent, which shall not be
unreasonably withheld. Any such additions, alterations or
improvements, except for unattached movable trade fixtures, shall
at once become part of the realty and belong to Landlord and shall
not be removed later by Tenant unless the terms of the applicable
consent provide otherwise.
Section 3. Maintenance and
Repair
3.1
Tenant’s Obligation to
Maintain and Repair Tenant shall at all
times maintain the entire Premises in a neat condition, free of
trash and debris and in good order and repair. Except for
those conditions stated in paragraph 1.2.1 and 3.2, Tenant’s
responsibilities for maintenance and repair shall include the
entire premises, without limitation, the following:
a)
Performance of
all necessary maintenance and repair upon the electrical fixtures,
interior lighting, interior and exterior lighting fixtures,
switches and wiring from the service panel, all doors, windows and
related hardware, window coverings, alarm system, concealed and
exposed plumbing, indoor ceilings, walls, floors and floor
coverings, heating and air conditioning units, and all exterior
walls improvements to include the parking lot, exterior shell, and
fencing.
b)
With respect to
Tenant’s responsibility in performing all routine maintenance
and repairs on all heating and air conditioning units Tenant shall
maintain a servicing agreement which requires each and every
heating and air conditioning unit being used in connection with the
premises to be serviced at least semi-annually.
c)
Not permitting or
suffering any waste upon the Premises.
d)
No rent abatement
shall occur during periods when repairs or replacements are being
performed.
e)
Tenant shall be
required to comply with current ADA laws relating to the Premises
and Tenant’s business activities which shall include all
future requirements whether these requirements are associated with
the interior space, access to and from the site, access to and from
the building, or require modification to the existing
structure.
f)
All required
repairs and ADA compliance shall be completed whether the condition
requiring such repair existed at the execution of this lease or
occurs after occupancy.
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3.2
Landlord’s Obligations to
Repair :
Landlord shall maintain and keep in good order and repair the
roof and existing structural components to the improvements, and
shall be responsible for major component replacement, including the
HVAC if Tenant has complied with paragraph 3.1. Landlord
shall not be responsible for painting any portion of the interior
or exterior of the Premises, except as stated in paragraph
1.2.
Except for repairs or replacements herein
required to be made by Tenant, in the event that any repair or
replacement requested to the Landlord has a reasonable estimated
cost in excess of $3,500, and the remaining lease term, or option
period thereof is less than 6 months, Landlord may elect not to
make such repair or replacement. Such election
shal
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