Exhibit 10.9
LEASE
DATED: June 6, 1996
BETWEEN: PACIFIC REALTY ASSOCIATES, L.P.,
a Delaware limited partnership LANDLORD
AND: FEI COMPANY,
an Oregon corporation TENANT
Tenant wishes to lease from Landlord the following described
property, hereinafter referred to as "the Premises":
Approximately 28,750 square feet of warehouse and office space
located in Building H, Evergreen Business Park, 0000 X.X. Xxxxxxxxx Xxxxxxx,
Xxxxx 000, Xxxxxxxxx, Xxxxxx 00000 and as further described on the attached
Exhibits A, B and C.
The building housing the Premises is hereinafter referred to as
"the Building."
Landlord leases the Premises to Tenant for a term of 77 months
commencing on the substantial completion date as determined by Paragraph 3.1
of the attached Exhibit C (with rent commencement to be at the time described
in Exhibit C, Paragraphs 3 and 4) and continuing through March 31, 2003. Base
rent shall be according to the following schedule:
BASE RENT
PERIOD PER MONTH
------ ---------
Months 1 - 60 $23,288.00
Months 61 through March 31, 2003 $26,306.00
If rent commences on a day other than the first of a month, then the partial
month shall not be counted as one of the first 60 months. Rent for the first
month of the lease term shall be paid upon execution of this lease. All rent,
including base rent together with the charges, taxes and expenses to be paid
to Landlord specified in paragraphs 3 and 4 of this lease, is payable in
advance on the first day of such calendar month. If Landlord consents, Tenant
may occupy the Premises prior to such commencement date on a rent-free basis
and upon compliance with all terms of this lease.
Delivery of possession shall occur when the Premises are occupied
by Tenant or are ready to be occupied by Tenant with all work to be performed
by Landlord substantially completed as described in Exhibit C.
This lease is subject to the following additional terms in which
the parties agree:
1. USE OF THE PREMISES.
(a) Tenant shall use the Premises only for the purpose of
conducting the following business:
Light manufacturing, assembly, distribution, warehouse and
general office related thereto.
If such use is prevented by any law or governmental regulation, Tenant may use
the Premises for other reasonable uses.
(b) In connection with its use, Tenant shall, at its expense,
comply with all applicable laws, ordinances, and regulations of any public
authority, including those requiring alteration of the Premises because of
Tenant's specific use; shall create no nuisance nor allow any objectionable
liquid, odor, or noise to be emitted from the Premises; shall store no
gasoline or other highly combustible materials on the Premises which would
violate any applicable fire code or regulation nor conduct any operation that
will increase Landlord's fire
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insurance rates for the Premises; and shall not overload the floors or
electrical circuits of the Premises. Landlord shall have the right to approve
the installation of any power-driven machinery by Tenant and may select a
qualified electrician whose opinion will control regarding electrical circuits
and a qualified engineer or architect whose opinion will control regarding
floor loads. Allowable ground floor load shall be 300 pounds per square foot.
This provision assumes that Landlord builds the Premises in accordance with
Exhibit C.
(c) Tenant may erect a sign stating its name, business, and
product after first securing Landlord's written approval of the site, color,
design, wording, and location, and all necessary governmental approvals. No
signs shall be painted on the Building or exceed the height of the Building.
All signs installed by Tenant shall be removed upon termination of this lease
with the sign location restored to its former state.
(d) Tenant shall make no alterations, additions, or improvements
to the Premises or change the color of the exterior without Landlord's prior
written consent and without a valid building permit issued by the appropriate
governmental agency. Upon termination of this lease, any such alterations,
additions, or improvements (including without limitation all electrical,
lighting, plumbing, heating and air-conditioning equipment, doors, windows,
partitions, drapery, carpeting, shelving, counters, and physical attached
fixtures) shall at once become part of the realty and belong to Landlord
unless the terms of the applicable consent provide for removal by Tenant. In
such case, Tenant shall at its sole cost and expense promptly remove the
specified additions, alterations, or improvements and repair and restore the
Premises to its original condition.
2. SECURITY DEPOSIT.
Upon occupancy of the Premises, Tenant shall deposit with Landlord
the sum of $26,306.00, hereinafter referred to as "the Security Deposit," to
secure the faithful performance by Tenant of each term, covenant, and
condition of this lease. If Tenant shall at any time fail to make any payment
or fail to keep or perform any term, covenant, and condition on its part to be
made or performed or kept under this lease, Landlord may, but shall not be
obligated to and without waiving or releasing Tenant from any obligation under
this lease, use, apply or retain the whole or any part of the Security Deposit
(i) to the extent of any sum due to Landlord; or (ii) to make any required
payment on Tenant's behalf; or (iii) to compensate Landlord for any loss,
damage, attorneys' fees, or expense sustained by Landlord due to Tenant's
default. In such event, Tenant shall, within 5 days of written demand by
Landlord, remit to Landlord sufficient funds to restore the Security Deposit
to its original sum: Tenant's failure to do so shall be a material breach of
this lease. Landlord shall not be required to keep the Security Deposit
separate from its general funds, and Tenant shall not be entitled to interest
on such deposit. Should Tenant comply with all of the terms, covenants, and
conditions of this lease and at the end of the term of this lease leave the
Premises in the condition required by this lease, then the Security Deposit,
less any sums owing to Landlord, shall be returned to Tenant (or, at
Landlord's option, to the last assignee of Tenant's interests hereunder)
within 30 days after the termination of this lease and vacancy of the Premises
by Tenant. If Landlord has not made any claim on the Security Deposit within
three (3) years after the Commencement Date, the deposit shall be returned to
Tenant by crediting it against the rent and payable under this lease.
3. UTILITY CHARGES; MAINTENANCE.
(a) Tenant shall pay when due all charges for electricity,
natural gas, water, garbage collection, janitorial service, sewer, and all
other utilities of any kind furnished to the Premises during the lease term.
If charges are not separately metered or stated, Landlord shall apportion the
utility charges on an equitable basis. Landlord shall have no liability
resulting from any interruption of utility services caused by fire or other
casualty, strike, riot, vandalism, the making of necessary repairs or
improvements, or any other cause beyond Landlord's reasonable control. Tenant
shall control the temperature in the Premises to prevent freezing of any
sprinkler system.
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(b) Landlord shall repair and maintain the roof, gutters,
downspouts, exterior walls, building structure, floor slab, foundation,
exterior paved areas, and curbs of the Premises in good condition. Except for
such obligations of Landlord, Tenant shall keep the Premises neatly maintained
and in good order and repair. Tenant's responsibility shall include
maintenance and repair of the electrical system, plumbing, drainpipes to
sewers, air-conditioning and heating systems, overhead and personnel doors,
and the replacement of all broken or cracked glass with glass of the same
quality. Tenant shall refrain from any discharge that will damage the septic
tank or sewers serving the Premises. Landlord shall correct any defective
construction or warrantied mechanical or electrical matters.
(c) Landlord shall keep the sidewalks abutting the Premises or
the separate entrance free and clear of snow, ice, debris, and obstructions of
every kind and the cost shall be an operating expense under Paragraph 4(d) of
this lease.
4. TAXES, ASSESSMENTS, AND OPERATING EXPENSES.
(a) In conjunction with monthly rent payments, Tenant shall each
month pay a sum representing Tenant's proportionate share of real property
taxes and operating expenses for the Premises. Such amount shall annually be
estimated by Landlord in good faith to reflect actual or anticipated costs.
Upon termination of this lease or at periodic intervals during the term
hereof, Landlord shall compute its actual costs for such expenses during such
period. Any overpayment by Tenant shall be credited to Tenant, and any
deficiency shall be paid by Tenant within 15 days after receipt of Landlord's
statement. Landlord's records of expenses for taxes and operating expenses
may be inspected by Tenant at reasonable times and intervals.
(b) Tenant's proportionate share of real property taxes shall
mean that percentage of the total assessment affecting the Premises which is
the same as the percentage which the rentable area of the Premises bears to
the total ratable area of all buildings covered by the tax statement.
Tenant's proportionate share of operating expenses for the Building shall be
computed by dividing the rentable area of the Premises by the total rentable
area of the Building. If in Landlord's reasonable judgment either of these
methods of allocation results in an inappropriate allocation to Tenant,
Landlord shall select some other reasonable method of determining Tenant's
proportionate share.
(c) Real property taxes charged to Tenant hereunder shall
include all general real property taxes assessed against the Premises or
payable during the lease terms, installment payments on Bankrolled special
assessments, and any rent tax on Landlord's interest under this lease, or any
tax in lieu of the foregoing, whether or not any such tax is now in effect.
Tenant shall not, however, be obligated to pay any tax based upon Landlord's
net income.
(d) Operating expenses charged to Tenant hereunder shall include
all usual and necessary costs of operating and maintaining the Premises, and
any surrounding common areas including, but not limited to, the cost of all
utilities or services not paid directly by Tenant, property insurance,
property management, maintenance and repair of landscaping, parking areas, and
any other common facilities. Operating expenses shall not include roof
replacement or correction of structural deficiencies of the Building or
defective construction.
5. PARKING AND STORAGE AREAS.
(a) Tenant, its employees, and customers shall have the
exclusive right to use 124 private parking spaces in the parking area serving
the Premises (see attached Exhibit B). Such number includes all visitor
spaces serving the Building. Tenant shall control the use of such parking
spaces so that there will be no unreasonable interference with the normal
traffic flow, and shall permit no parking on any landscaped or unpaved
surface. Under no circumstances shall trucks serving the Premises be
permitted to block streets.
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(b) Tenant shall not store any materials, supplies, or equipment
in any unapproved or unscreened area except for a tank for industrial gases,
generator and compressor. Such tank shall not exceed the height of the
Building. If Tenant erects any visual barriers for storage areas, Landlord
shall have the right to approve the design and location. Tenant shall be
responsible for all security screening, which must be approved by Landlord.
Trash and garbage receptacles shall be kept covered at all times.
6. TENANT'S INDEMNIFICATION; LIABILITY INSURANCE.
(a) Tenant shall not allow any liens to attach to the Premises
as a result of its activities. Tenant shall indemnify and defend Landlord
from any claim, liability, damage, or loss arising out of any activity on the
Premises by Tenant, its agents, or invitees or resulting from Tenant's failure
to comply with any term of this lease.
(b) Tenant shall carry general liability insurance on any
occurrence basis with combined single limits of not less than $1,000,000.
Such insurance shall be provided by an insurance carrier reasonably acceptable
to Landlord and shall be evidence by a certificate delivered to Landlord
stating the coverage will not be canceled or materially altered without 10
days' advance written notice to Landlord. Landlord shall be named as an
additional insured on such policy.
7. PROPERTY DAMAGE; SUBROGATION WAIVER.
(a) If fire or other casualty damage to the Building or the
Premises in an amount exceeding 30 percent of the full
construction-replacement cost of the Building or Premises, respectively,
Landlord may elect to terminate this lease as of the date of the damage by
notice in writing to Tenant within 30 days after such date. Otherwise,
Landlord shall promptly repair the damage and remove the Premises to their
former condition as soon as practicable. Rent shall be reduced during the
period to the extent the Premises are not reasonably usable for the use
permitted by this lease because of such damage and required repairs.
(b) Landlord shall be responsible or issuing the Building, and
Tenant shall be responsible for insuring its personal property and trade
fixtures located on the Premises.
(c) Neither party shall be liable to the other for any loss or
damage caused by water damage, sprinkler leakage, or any of the risks covered
by a standard fire insurance policy with extended coverage and sprinkler
leakage endorsements, and there shall be no subrogated claim by one party's
insurance carrier against the other party arising out of any such loss.
8. CONDEMNATION.
If a condemning authority takes the entire Premises or a portion
sufficient to render the remainder unsuitable for Tenant's use, then either
party may elect to terminate this lease effective on the date that title
passes to the condemning authority. Otherwise, Landlord shall proceed as soon
as practicable to restore the remaining Premises to a condition comparable to
that existing at the time of the taking. Rent shall be abated during the
period of restoration to the extent the Premises are not reasonably usable by
Tenant, and rent shall be reduced for the remainder of the term in an amount
equal to the reduction in rental value of the Premises caused by the taking.
All condemnation proceeds shall belong to Landlord, except that Tenant shall
be permitted to recover the unamortized portion of Tenant Improvement Costs
paid by it, computed on a straight line basis.
9. ASSIGNMENT AND SUBLETTING.
(a) Tenant shall not assign its interest under this lease nor
sublet the Premises without first obtaining Landlord's consent in writing,
which shall not be unreasonably withheld, conditioned or delayed, except as
provided for in Paragraph 21(f). This provision
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shall apply to all transfers by operating of law or through 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 one assignment or subletting shall be a consent to any further assignment
or subletting.
(b) Subject to the above limitations on transfer of Tenant's
interest, this lease shall bind and inure to the benefit of the parties, their
respective heirs, successors, and assigns.
10. 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 written notice that 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.
(b) Tenant's insolvency; assignment for the benefit of the
creditors: Tenant's voluntary petition in bankruptcy or adjudication as
bankrupt, or the appointment of a receiver for Tenant's properties.
11. REMEDIES FOR DEFAULT.
In case of default as described in paragraph 10 above, 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) Terminate this lease without relieving Tenant from its
obligation to pay damages.
(b) Retake possession of the Premises by summary proceedings or
otherwise, in which case Tenant's liability to Landlord for damages shall
survive the tenancy. Landlord may, after such retaking of possession, relet
the Premises upon any reasonable terms. No such reletting shall be construed
as an acceptance of a surrender of Tenant's leasehold interest.
(c) Recover damages caused by Tenant's default which shall
include reasonable attorneys' fees at trial and on any appeal therefrom.
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 equal to 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 rate of 6 percent per annum.
(d) Make any payment or perform any obligation required of
Tenant so as to cure Tenant's default, in which case Landlord shall be
entitled all amounts so expended from Tenant, plus interest at the rate of 10
percent per annum from the date of the expenditure.
12. SURRENDER ON TERMINATION.
(a) On expiration or early termination of this lease, Tenant
shall deliver all keys to Landlord, have final utility readings made on the
date of move out, and surrender the Premises clean and free of debris inside
and out, with all mechanical, electrical and plumbing systems in good
operating condition, all signing removed and defacement corrected, and all
repairs called for under this lease completed. The Premises shall be
delivered in the same
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condition as at the commencement of the term, subject only to depreciation and
wear from ordinary use. Tenant shall remove all of its furnishings and trade
fixtures that remain its property and restore all damage resulting from such
removal. Failure to remove said property shall be an abandonment of same, and
Landlord may dispose of it in any manner without liability.
(b) 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 all
provisions of this lease except the provision for term and at a base rental of
120 percent of that specified in this lease; or(ii) to eject Tenant from the
Premises and recover damages caused by wrongful holdover.
13. LANDLORD'S LIABILITY.
(a) Landlord warrants that so long as Tenant complies with all
terms of this lease it shall be entitled to peacable, quiet and undisturbed
possession of the Premises free from any eviction or disturbance by Landlord
or persons claiming through Landlord.
(b) All persons dealing with Pacific Realty Associates, L.P.
("Partnership") must look solely to the property and assets of Partnership for
the payment of any claim against Partnership or for the performance of any
obligation of Partnership as neither the general partner, limited partners,
employees, nor agents of Partnership assume any personal liability for
obligations entered into on behalf of Partnership (or its predecessors in
interest) and their respective properties shall not be subject to the claims
of any person in respect of any such liability or obligation. As used herein,
the words "property and assets of partnership" exclude any rights of
Partnership for the payment of capital contributions or other obligations to
it by the general partner or any limited partner in such capacity.
14. MORTGAGE OR SALE BY LANDLORD; ESTOPPEL CERTIFICATES.
(a) This lease is and shall be prior to any mortgage or deed of
trust ("Encumbrance") recorded after the date of this lease and affecting the
Building and the land upon which the Building is located. However, if any
lender holding an Encumbrance secured by the Building and the land underlying
the Building requires that this lease be subordinate to the Encumbrance, then
Tenant agrees that this lease shall be subordinate to the Encumbrance if the
holder thereof agrees in writing with Tenant that so long as Tenant performs
its obligations under this lease no foreclosure, deed given in lieu of the
foreclosure, or sale pursuant to the terms of the Encumbrance, or other steps
or procedures taken under the Encumbrance shall affect Tenant's rights under
this lease. If the foregoing condition is met, Tenant shall execute the
written agreement and any other documents required by the holder of the
Encumbrance to accomplish the purposes of this paragraph.
(b) If the Building is sold as a result of foreclosure of any
Encumbrance thereon or otherwise transferred by Landlord or any successor,
Tenant shall attorn to the purchaser or transferee, and the transferor shall
have no further liability hereunder.
(c) Either party shall within 20 days after notice from the
other execute and deliver to the other party a certificate stating whether or
not this lease has been modified and is in full force and effect and
specifying any modifications or alleged breaches by e other party. The
certificate shall also state the amount of monthly base rent, the dates to
which rent has been paid in advance, and the amount of any security deposit or
prepaid rent. 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 as may be
represented by the party requesting the certificate.
(d) If the Premises are encumbered by a mortgage or trust deed
as of the date of this lease, Landlord shall obtain an agreement from the
lender not to disturb Tenant so long as Tenant is not in default.
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15. DISPUTES - ATTORNEYS' FEES.
In the event of any litigation arising out of this lease, the
prevailing party shall be entitled to recover from the other party, in
addition to all other relief provided by law or judgment, its reasonable costs
and attorneys' fees incurred both at and in preparation for trial and any
appeal or review, such amount to be as determined by the court(s) before which
the matter is heard. Disputes between the parties which are to be litigated
shall be tried before a judge without a jury.
16. SEVERABILITY.
If any provision of this lease is held to be invalid,
unenforceable or illegal the remaining provisions shall not be affected and
shall be enforced to the fullest extent permitted by law.
17. INTEREST AND LATE CHARGES.
Rent not paid within 10 days of when due shall bear interest from
the date due until paid at the rate of 10 percent per annum. Landlord may at
its option impose a later charge of $.05 for each $1.00 of rent for rent
payments made more than 10 days late in addition to interest and other
remedies available for default.
18. GENERAL PROVISIONS.
(a) Waiver by either party of strict performance of any
provision of this lease shall not be a waiver of nor prejudice the parties'
right otherwise to require performance of the same provision or any other
provision.
(b) Subject to the limitations on transfer of Tenant's interest,
this lease shall bind and inure to the benefit of the parties, their
respective heirs, successors, and assigns.
(c) Landlord shall have the right to enter upon the Premises at
any time following reasonable advance notice except in case of emergency to
determine Tenant's compliance with this lease, to make necessary repairs to
the Building or the Premises, or to show the Premises to any prospective
tenant or purchasers. During the last two months of the term, Landlord may
place and maintain upon the Premises notices for leasing or sale of the
Premises.
(d) If this lease commences or terminates at a time other than
the beginning or end of one of the specified rental periods, then the rent
(including Tenant's share of real property taxes, if any) shall be prorated as
of such date, and in the event of termination for reasons other than default
all prepaid rent shall be refunded to Tenant or paid on its account.
(e) 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. Rent shall be payable to Landlord at the same address and in the
same manner.
(f) Whenever Landlord's consent is required by this lease, it
shall not be withheld, delayed or conditioned unreasonably.
19. FIRST RIGHT OF NOTICE SPACE.
Tenant shall have the First Right of Notice to expand into a portion of
portions of Building G at Evergreen Business Park (the "First Right of Notice
Space"). Tenant shall have ten (10) business days after such notification to
decide whether or not it wishes to lease the First Right of Notice Space. If
Tenant does not so exercise, Landlord shall have the right to lease the First
Right of Notice Space to others.
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20. RENEWAL OPTION.
20.1 If not then in default, Tenant shall have the option to
renew this lease for two additional five-year terms by giving Landlord written
notice of its intent to extend at least 180 days prior to expiration of the
preceding term. All provisions of this lease shall apply during the extended
term, except that rent for the renewal period shall be the fair rental value
of the Premises as agreed upon by parties at least 90 days prior to
commencement of the renewal period, but in no case less than that of the
preceding term. If Tenant elects not to exercise the first five-year renewal
period, then the second five-year renewal period shall be null and void. If
the parties fail to agree on the fair rental value for the renewal term, it
shall be determined by arbitration pursuant to the provisions of the following
subparagraphs 20.2 through 20.6.
20.2 If a dispute arises under this lease as to market rent for
purposes of this renewal option, either party may request arbitration and
appoint as arbitrator one licensed real estate appraiser having experience
with respect to the matter in dispute. The other party shall choose an
arbitrator with such qualifications, and the two arbitrators shall within five
(5) days choose a third with such qualifications. If the choice of the second
or third arbitrator is not made within ten (10) days after choice of the prior
arbitrator, then either party may apply to the presiding judge of the
Washington County Circuit Court to choose the required arbitrator.
20.3 At any time within twenty (20) days after appointment of the
third arbitrator, either party may submit the dispute for settlement by the
arbitrators.
20.4 The arbitrators to whom the dispute is submitted shall
conduct such investigations as they shall consider necessary, and the written
decision of the majority shall be submitted to both parties within thirty (30)
days after the referral unless the arbitrators determine that further time is
reasonably required to make a proper investigation of the relevant facts.
20.5 The parties shall be bound by the decision of a majority of
the arbitrators.
20.6 The cost of arbitration shall be allocated between the
parties by the arbitrators on the basis of the extent to which the position of
one or the other party is adopted in the arbitrators' decision.
21. ENVIRONMENTAL.
(a) DEFINITIONS. The term "Environmental Law" shall mean any
federal, state or local statute, regulation or ordinance or any judicial or
other government order pertaining to the protection of health, safety or the
environment. The term "Hazardous Substance" shall mean any hazardous, toxic,
infectious or radioactive substance, waste and material as defined or listed
by any Environmental Law and shall include, without limitation, petroleum oil
and its fractions.
(b) USE OF HAZARDOUS SUBSTANCES. Tenant shall not cause or
permit any Hazardous Substance to be spilled, leaked, disposed of or otherwise
released on or under the Premises. Tenant may use and sell on the Premises
only those Hazardous Substances typically used and sold in the prudent and
sole operation of the business permitted by Section 1 of this lease. Tenant
may store such Hazardous Substances on the Premises, but only in quantities
necessary to satisfy Tenant's reasonably anticipated needs. Tenant shall
comply with all Environmental Laws and exercise the highest degree of care in
the use, handling and storage of Hazardous Substances and shall take all
practicable measures to maintain the quantity and toxicity of Hazardous
Substances used, handled or stored on the Premises.
(c) NOTICES. Tenant shall immediately notify Landlord upon
becoming aware of the following: (a) any spill, leak, disposal or other
release of a Hazardous Substance on, under or adjacent to the Premises; (b)
any notice or communication from a governmental agency or any other person
relating to any Hazardous Substance on, under or adjacent to the Premises; or
(c) any violation of any Environmental Law with respect to the Premises or
Tenant's activities on or in connection with the Premises.
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(d) SPILLS AND RELEASES. In the event of a spill, leak,
disposal or other release of a Hazardous Substance on or under the Premises
caused by Tenant or any of its contractors, agents or employees or invitees,
or the suspicion or threat of the same, Tenant shall (i) immediately
undertake all investigatory, remedial, removal and other response action
necessary or appropriate to ensure that any Hazardous Substances contamination
is eliminated to Landlord's reasonable satisfaction, and (ii) provide Landlord
copies of all correspondence with any governmental agency regarding the
release (or threatened or suspected release) or the response action, a
detailed report documenting all such response action, and a certification that
any contamination has been eliminated. All such response action shall be
performed, all such reports shall be prepared and all such certifications
shall be made by an environmental consultant reasonably acceptable to
Landlord.
(e) CONDITION UPON TERMINATION. Upon expiration of this lease
or sooner termination of this lease for any reason, Tenant shall remove all
Hazardous Substances and facilities used for the storage or handling of
Hazardous Substances from the Premises and restor the affected areas by
repairing any damage caused by the installation or removal of the facilities.
Following such removal, Tenant shall certify in writing to Landlord that all
such removal is complete.
(f) ASSIGNMENT AND SUBLETTING. Notwithstanding the provisions
of Paragraph 9 of this lease, it shall not be unreasonable for Landlord to
withhold its consent to any assignment, sublease or other transfer of the
Tenant's interest in this lease if a proposed transferee's anticipated use of
the Premises involves the generation, storage, use, sale, treatment, release
or disposal of any Hazardous Substance.
(g) INDEMNITY.
(i) BY TENANT. Tenant shall indemnify, defend and hold
harmless Landlord, its employees and agents, any persons holding a security
interest in the Premises, and the respective successors and assigns of each of
them from and against any and all claims, demands, liabilities, damages,
fines, losses, costs (including without limitation the cost of any
investigation, remedial, removal or other response action required by
Environmental Law) and expenses including without limitation attorneys' fees
and expert fees in connection with any trial, appeal, petition for review or
administrative proceeding) arising out of or in any way relating to the use,
treatment, storage, generation, transport, release, leak, spill, disposal or
other handling of Hazardous Substances on the Premises by Tenant or any of its
contractors, agents or employees or invitees. Tenant's obligations under this
section shall survive the expiration or termination of this lease for any
reason. Landlord's rights under this section are in addition to and not in
lieu of any other rights or remedies to which Landlord may be entitled under
this agreement or otherwise.
(ii) BY LANDLORD. Landlord shall indemnify, defend and
hold harmless Tenant and its employees and agents and their respective
successors and assigns of each of them from and against any and all claims,
demands, liabilities, damages, fines, losses, costs (including without
limitation the cost of any investigation, remedial, removal or other response
action required by Environmental Law) and expenses (including without
limitation attorneys' fees and agents fees in connection with any trial,
appeal, petition for review or administrative proceeding) arising out of or in
any way relating to the actual or alleged use, treatment, storage, generation,
transport, release, leak, spill, disposal or other handling of Hazardous
Substances on the Premises by Landlord, or any of its contractors, agents or
employees or by Landlord's previous tenants of the Premises. Landlord's
obligations under this section shall survive the expiration or termination of
this lease for any reason. Tenant's rights under this section are in addition
to and not in lieu of any other rights or remedies to which Tenant may be
entitled under this Agreement or otherwise.
22. TENANT IMPROVEMENTS.
Landlord shall provide Tenant with a tenant improvement allowance
of $25.00 per square foot. Said improvements shall be constructed in
accordance with a mutually acceptable space plan and are subject to applicable
building codes as interpreted by the City of Hillsboro as specified in Exhibit
C attached hereto.
Page 9 of 11
(a) The Building shell includes the following components which
shall be provided at Landlord's cost and expense:
1. The exterior and roof of the Building shall be
complete with all exterior doors, walls (excluding interior side wallboard),
roof, storefront, window frames and glazing as well as parking paving and
striping in place and usable.
2. The floor shall be a concrete slab ready to receive floor
preparation and floor covering.
3. The main building electrical service shall be
installed, ready for installation of Tenant electrical meter, breakers, and
subpanels.
4. Six-inch sanitary sewer is in place under slab
parallel to and approximately 4 feet west of Grid D, to its connection with
the site sanitary sewer five feet beyond the Building "drip line". Domestic
water shall be stubbed into the Building near grid location C-11.
5. The fire protection sprinkler system shall be
installed and functioning in the Building. The completed overhead
distribution piping for the fire protection system, ready for installation of
sprinkler drops, will be in place within tenant areas.
(b) The tenant improvement allowance shall be applied to costs
related to all tenant construction, including the following:
1. Tenant improvement specific architectural and
engineering fees.
2. Permits, fees, bonds, systems development charges,
traffic impact fees, sewer connection fees.
3. General Conditions.
4. Contractor overhead and profit.
5. Miscellaneous concrete and concrete curbing.
6. Interior walls and framing (including interior of
exterior concrete walls).
7. Ceiling system and ceiling insulation.
8. Wall insulation (interior and exterior).
9. Interior doors, frames, and hardware.
10. Interior plumbing.
11. Interior heating, ventilating, and air conditioning.
12. Fire sprinklers, drops from overhead system.
13. Interior electrical (from building service) and all
interior lighting systems.
14. Restroom accessories and partitions.
15. Millwork: wood and plastic laminate work, including
all cabinetry.
16. All flooring materials and installation.
17. Floor/wall base.
18. Interior paint and wallcovering.
19. Window covering.
20. Clean up.
21. Cost of increasing building electrical service from
1200 amps to size required by Tenant.
23. EXHIBITS.
The following exhibits are attached to this lease and incorporated
herein by reference.
Exhibit A - Location of Premises
Exhibit B - The Building
Exhibit C - Design and Construction of Tenant Improvements
Page 10 of 11
IN WITNESS WHEREOF, the parties hereto have executed this
Agerement on the respective dates set opposite their signatures belwo, but
this Agreement on behalf of such party shall be deemed to ahve been dated as
of the date first above written.
LANDLORD:
PACIFIC REALTY ASSOCIATES, L.P.,
a Delaware limited partnership
By PacTrust Realty, Inc.
a Delaware corporation,
its General Partner
Date: July 8, 1996 By: /s/ Xxx X. Xxxxxx
-------------------------------
Xxx X. Xxxxxx
Marketing Director
Address for Notices/Rent Payments to Landlord:
15350 S. W. Sequoia Parkway, #300-WMPC
Xxxxxxxx, XX 00000
TENANT:
FEI COMPANY,
an Oregon corporation
Date: July 2, 1996 By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
Date:___________, 1996 By:____________________________
Name:__________________________
Title:_________________________
Address for Legal Notices to Tenants:
---------------------------------
---------------------------------
---------------------------------
Address for Invoices to Tenant:
---------------------------------
---------------------------------
---------------------------------
Tenant Employer Identification Number:
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Page 11 of 11
