Lease dated October 15, 2017 by and between TransTech Systems, Inc, and Little Properties LLC

THIS LEASE entered into this 15th day of October, 2017 between Little Properties, LLC, an Oregon Limited Liability Company, hereinafter referred to as 'Lessor', and TransTech Systems, hereinafter referred to as 'Lessee'.

 

A. Lessor is owner of office and warehouse facilities, also known as 12142 NE Sky Lane, Aurora, Oregon ('Little Properties').

 

 

B. The parties desire to enter into a Lease of a portion of Suite 130 (approximately 6,340 square feet of leasable space) of Little Properties upon the terms and conditions as hereinafter set forth. Said portion of Suite 130 is shown on attached floor plan but excludes those areas designated as 'WAREHOUSE' and 'MECH'.

 

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

 

1. PREMISES:    This Lease shall cover the above-described Suites, hereinafter referred to as the 'Premises'.

 

2. COMMON AREAS:      'Common Areas' means those areas of Little Properties that are available for common use and/or benefit of Lessor, Lessees, and the respective employees, agents, servants, customers and other invitees. Common Areas include parking areas, access roads, driveways, landscaping, and conference room and conference room restrooms.Lessee, its employees, agents, servants, customers and other invitees shall have, pursuant to the terms and conditions of this Lease, the non-exclusive right in common with Lessor, and other Lessees of Little Properties to use the Common Areas. Lessee shall use the Common Areas for ingress, egress and normal parking of vehicles, for ingress, egress and convenience of pedestrians and for such other purposes as Lessor may specifically permit in writing, but for no other purposes.

 

3. TERM:       The original term of this Lease shall commence (Commencement Date) on December 1, 2017 and terminate on January 31, 2020. Lessee grants to Lessor the right to display appropriate signs to Lease Premises and to show the Premises to prospective tenants during Lessee's entire occupancy.

 

4. RENT:       Lessee agrees to pay Lessor in advance each month for monthly rent and triple-nets (NNN) as follows:

Monthly rent beginning December 1, 2017 - $4,335.00 plus NNN

Monthly rent beginning February 1, 2018 - $4,465.00 plus NNN

Monthly rent beginning February 1, 2019 - $4,599.00 plus NNN

 

Estimated monthly NNN for 2017 are $725.00 ($0.114 per square foot). Annual adjustments will be made for actual NNN charges. Triple net fees shall be inclusive of common area maintenance, Lessor’s insurance, Property taxes and reasonable management fees. Rents and triple-nets are due and payable on the first day of each month, and subject to a 10% penalty if not received in full by the 10th day of each respective month. Interest at a monthly rate of 1% will be assessed on all amounts 30 days or more past due.

Upon execution of this agreement Lessee agrees to provide Lessor with a security deposit in the amount of $4,335.00 which will be returned to Lessor upon termination of Lessee's occupancy provided Premises are left in good condition as described in Section 10 below.

5. OPTION TO EXTEND:      Upon termination of this Lease Lessor at its own discretion may offer Lessee the option of continued occupancy on a month to month basis at a rental rate to be determined by Lessor.

6. COMMON AREA MAINTENANCE CHARGES:         Lessor shall keep and cause to be kept the Common Areas in a neat, clean and orderly condition, properly landscaped and shall repair any damage to the facilities thereof, but all expenses in connection with the Common Areas shall be charged and pro-rated in the manner hereinafter set forth.It is understood and agreed that the terms 'Common Area Maintenance Charges' ('CAM') and 'expenses in connection with the Common Areas' ('Expense') as used herein shall be construed to include but not limited to all reasonable sums expended in connection with the Common Areas for all general maintenance and repairs, relocation of facilities, resurfacing, painting, striping, restriping, cleaning, snow removal, sweeping and janitorial services, maintenance and repair of sidewalks, curbs, roofing, landscaping, irrigation or sprinkling systems, planting and landscaping, electric, water, lighting and other utilities, and for garbage, HVAC maintenance of common areas. Nothing contained herein shall relieve Lessor of its expense obligation for repairs required under Paragraph 9 hereof.

 

7. DEFINITION OF LESSEE'S PRO-RATA SHARE:           For the purposes of this Lease with respect to allocations of each Lessees' share of taxes, insurance, CAM charges and utilities, the term 'Pro-Rata Share' shall be a fraction, the numerator of which is the leasable area of the Lessee's Premises and the denominator of which is the net leasable area of Little Properties.

 

8. REAL PROPERTY TAXES AND INSURANCE PREMIUMS, ETC.:      Lessee shall reimburse Lessor its pro-rata share of all real property taxes and assessments levied or assessed against Little Properties during the term of this Lease. Taxes shall be pro­ rated as of the Commencement Date. Taxes for the year in which the Lease is terminated shall be pro-rated as of the date of termination.Lessee may amortize payment for any special assessments which may be levied against the property by reason of municipal improvements over the most extended period allowable by the municipal authority.

Lessee shall reimburse Lessor Lessee's Pro-Rata Share of all insurance premiums paid by Lessor on Little Properties during the term of this Lease. Unless included in estimated monthly NNN payments Lessee shall reimburse Lessor for such insurance premiums within thirty (30) days of receiving written notice from Lessor of the amount of said insurance premiums and that Lessor has paid the same. The first insurance premiums for the initial year of the Lease shall be pro-rated as of the Commencement Date. The first insurance premiums for the year in which the Lease is terminated shall be pro-rated as of the date of termination.

9. LESSOR'S REPAIRS:         Lessor agrees at its expense to keep the foundation, structural portions and exterior of the Premises in good condition and repair and at its expense to make major repairs of all common area heating, air-conditioning, plumbing and wiring, provided, however that it shall be under no obligation to make such repairs unless requested by Lessee to do so in writing and thereafter they have a reasonable length of time within which to make any such required repairs.

 

10. LESSEE'S REPAIRS:       Lessee shall make all ordinary and usual repairs, including but not limited to interior painting and plumbing, wiring, and electric lighting on its floor, including bulbs and ballasts, interior plate glass, awnings and awning lighting and keep and maintain the Premises in good condition, usual wear and tear expected.

11. LESSEE'S IMPROVEMENTS:        Lessee shall not alter or change the premises without the consent of the Lessor, which consent shall not be unreasonably withheld, and all alterations improvements and changes approved by Lessor shall become the property of the Lessor and shall remain in the premises and surrendered to Lessor upon termination thereof, excepting, however, Lessee may, at its expense upon termination hereof, remove from the premises all partitions that are not affixed or permanently installed, and all telecommunication equipment and any other furniture and equipment. However Lessor shall take care not to cause any damage to the premises or to the building of which the rented premises is a part.

12. SIGNAGE:      Sign space is provided on the each respective suite's awning. Sign art work will be by Lessee and approved first by Lessor prior to installation. No exterior signs will be allowed without the advance approval of Lessor. Lessor will be responsible for the cost and maintenance of all signage.

13. UTILITIES AND PERSONAL PROPERTY TAXES:         Lessee agrees to pay for electricity, heat and other services rendered to the Lessee's Premises. Lessee also agrees to pay as the same become due and payable all personal property taxes levied or assessed against the property belonging to Lessee. Lessee agrees to keep the Premises free and clear of all liens and encumbrances.

15.      NO WARRANTIES BY LESSOR:       The Lessor makes no warranty either express or implied, as to the condition, merchantability or fitness of the Premises or the suitability of the Premises for the Lessee's purposes or needs. Prior to executing this Lease, the Lessee has inspected the premises and accepts them 'as is' with no additions, changes of modification by the Lessor, other than changing of locks to secure change of clear entry to lessee space.  

 

16.      LIENS AND ENCUMBRANCES:        Except with respect to activities for which Lessor are responsible, the Lessee shall pay as due all claims for work done on or for services rendered or materials furnished to the Premises and shall keep the Premises free from any liens. If Lessee fails to pay any such claims or to discharge any lien, Lessor may do so and collect the costs as additional rent. Any amounts so added shall bear interest at the rate of twelve percent (12%) per annum from the date expended by Lessor and shall be payable on demand.Such action by Lessor shall not constitute a waiver of any right or remedy which Lessor may have on account of Lessee's default.

 

Lessee may withhold payment of any claim in connection with a good faith dispute over the obligation to pay so long as Lessor's property interests are not jeopardized. If a lien is filed as a result of nonpayment, Lessee shall, within ten (10) days after knowledge of the filing, secure the discharge of the lien or deposit security satisfactory to Lessor in an amount sufficient to discharge the lien plus any costs, attorney's fees and other charges which could accrue as a result of a foreclosure or sale under the lien.

17.     LIABILITY INSURANCE:       Lessee shall carry public liability and property damage insurance on the Premises in the amount of Two Million Dollars ($2,000,000.00). Lessor shall be named as an additional insured on such policy of insurance and a memo copy of the policy shall be furnished by Lessee to Lessor.

 

18.      INDEMNIFICATION:       Lessee shall indemnify and defend Lessor from any claim, loss or liability, including any attorney's fees and costs arising out of or related to any activity of Lessee, Lessee's agents, servants, customers, subtenants and licensees on the Premises of any condition of the Premises in the possession or under the control of Lessee, except any such claim, loss of liability which may be caused or contributed to in substantial part by Lessor's own negligence.

Lessor shall indemnify and defend Lessee from any claim, loss or liability, including any attorney's fees and costs arising out of or related to any activity of Lessor, Lessor's agents, servants, customers, subtenants and licensees on the Premises or any condition of the Premises in the possession or under the control of Lessor, except any such claim, loss or liability which may be caused or contributed to in substantial part by Lessee'' own negligence.

19.      DAMAGE OR DESTRUCTION OF BUILDING:           In the event of the destruction or partial destruction of Little Properties by fire or other casualty to the extent of fifty percent (50%) or more of its then sound value, Lessor or Lessee, their successors and assigns may, within thirty (30) days after such loss or destruction, elect either to reconstruct or not to reconstruct the same. If the election be not to reconstruct said building, this Lease shall be terminated as of the date of such fire or other casualty loss. If, however, the Lessor elects to reconstruct or if said building be but partially destroyed by fire or other casualty and the damage so occurring shall not amount to fifty percent (50%) of the then sound value of the building, Lessor, its successors and assigns, shall repair said building with all convenient speed. In either event, if Lessor shall rebuild or repair said building of the portion thereof damaged by fire or other casualty they shall have the right to take possession of and occupy all of the premises or such part thereof as may be reasonably necessary to make the repairs or rebuild said building and Lessee agrees to vacate the same upon request. For the period of time between the date of such fire or other casualty and until such repairs have been substantially completed, there shall be such an abatement of rent as may be fair and equitable to the parties, considering the use which Lessee may be able to make of the Premises during such period. If repairs of the premises are not completed within ninety (90) days of damage or destruction which make the premises reasonably unavailable for normal occupancy, Lessee may terminate this Lease by written notice to Lessor, which shall be effective retroactively to the date of the damage or destruction.

 

20.      WAIVER OF SUBROGATION RIGHTS BY LESSOR:        Lessor agrees to carry fire insurance with extended coverage on the building and improvements owned by Lessor which shall be for the mutual benefit of Lessor and Lessee but shall be payable to Lessor only. Lessor hereby waives the subrogation rights of their insurance carriers. Lessor shall take such steps as may be necessary to inform such carriers of this agreement and to have riders if necessary, placed on said insurance policies to carry the provisions of this paragraph into effect.

 

21.       WAIVER OF SUBROGATION RIGHTS BY LESSEE:       Lessee agrees to carry fire insurance with extended coverage on the inventory, furniture, fixtures, improvements and equipment made and placed by Lessee in and upon the Premises which shall be for the mutual benefit of Lessor and Lessee but shall be payable to Lessee only. Lessee hereby waives the subrogation rights of Lessee's insurance carriers. Lessee shall take such steps as are necessary to inform such carriers of this agreement and to have riders, if necessary, placed on said insurance policies to carry the provisions of this paragraph into effect.

 

22.        RELEASE AND WAIVER OF LIABILITY:          Each of the parties hereby releases the other party and the other party's employees from any and all liability and waives the right of recovery against the other party and the other party's employees for any loss or damage to property resulting from fire, explosion or other casualty enumerated in a standard fire insurance policy with extended coverage irrespective of whether the limits thereof are sufficient to fully cover such loss or damage.

 

23.        QUITE ENJOYMENT:       If and as long as Lessee pays the rent herein specified and performs all of Lessee's obligations hereunder, Lessee shall quietly enjoy the Premises.

 

24.      BUILDING SECUITY:     Lessee shall upon last leaving of building, secure all common outside and elevator doors applicable to Lessee's premises. Owner is not responsible for Lessee's property. Owner will cooperate and work with Lessee to attempt to make said area secure.

 

25.      EMINENT DOMAIN - TOTAL TAKING:       If a condemning authority takes all the Premises or portions sufficient to render the remaining Premises reasonably unsuitable for the use which Lessee was then making the Premises, the Lease shall terminate as of the date the title vests in the condemning authorities.

 

Lessor shall be entitled to all of the proceeds of condemnation except tenant improvements and the Lessee shall have no claim against Lessor as a result of the condemnation.

 

26.       EMINENT DOMAIN - PARTIAL TAKING:        If a portion of the premises is condemned and Paragraph 23 does not apply, the Lease shall continue on the following terms:

a. Lessor shall be entitled to all of the proceeds of the condemnation except tenant improvements and Lessee shall have no claims against Lessor as a result of the condemnation.

b. Lessor shall proceed as soon as reasonably possible to make such repairs and alterations to the Premises as are necessary to restore the remaining Premises to a condition as comparable as reasonably practicable to that existing at the time of the condemnation. The Lessor may, but shall not be required to, perform alterations prior to the actual taking after the portion to be taken has been finally determined. Rent shall be abated to the extent the Premises are untenantable during the period of alteration and repair.

c. After the date on which title vests in the condemning authority of an earlier date on which alternations and repairs are commenced by Lessor to restore the balance of the property in anticipation of taking, the rent shall be reduced commensurably with the reduction in value of the Premises, as an economic unit, on account of the partial taking.If the parties are unable to agree upon the amount of reduction of rent, the amount of such reduction shall be determined by arbitration to be conducted in accordance with the statues of the State of Oregon relating to arbitration.Lessor shall select one arbitrator, Lessee shall select a second arbitrator, and the arbitrators so selected shall select a third arbitrator.The decision of the majority of the arbitrators as to the amount of the reduction of monthly rental shall be final and binding upon the parties hereto.

d. If a portion of the Lessor's property not included in the Premises is taken and severance damages are awarded on account of the Premises, or an award is made for detriment to the Premises as a result of change of grace of adjacent streets or other activity by a public body not involving a physical taking of any portion of the land, this shall be regarded as a partial condemnation to which subparagraphs a and c apply and the rent shall be reduced to the extent of diminution of the Premises as though a portion had been physically taken.

27.       EMINENT DOMAIN - SALE IN LIEU OF CONDEMNATION:       Sale of all or part of the Premises to a purchaser with the power of eminent domain in the face of a threat or probability of exercise of the power shall be treated as a taking by condemnation.

28.       LESSOR'S RIGHT OF INSPECTION:        Lessor, its agents and representatives, shall, at all reasonable times, have the right to enter upon the inspect the Premises upon no less than twenty­ four hours prior notice.

29.      ASSIGNMENT:       Lessee may assign the lease in its entirety, or to sublease any portion of the premises upon written consent of the Lessor, with such consent not to be unreasonably withheld. Additionally Lessor agrees to work with Lessee in work to find one or more possible third parties to sublease Lessee's Premises.

 

30.       TIME OF ESSENCE:        Time is of the essence of this Lease and waiver by Lessor in enforcing any of the terms and conditions hereof shall not constitute a waiver of Lessor's rights to insist upon strict compliance with such terms and conditions in the future.

 

 

33.     SURRENDER OF PREMISES:            Upon the expiration of the Lease term or earlier termination on account of default, Lessee shall deliver all keys to Lessor and surrender the Premises in first-class condition and clean, reasonable wear and tear for which Premises were let, excepted. Alterations constructed by the Lessee with permission from the Lessor shall not be removed or restored to the original condition unless the terms of permission for the alterations so required. All repairs for which the Lessee is responsible shall be completed to the latest practical date prior to such surrender.The Lessee's obligations under this paragraph shall be subordinate to the provisions of Paragraph 19 related to destruction.

 

34.        ATTORNEY'S FEES:           In the event that suit or action is brought by either of the parties hereto to enforce any of their rights or remedies hereunder, the party prevailing in such suit or action shall be entitled to recover such additional sum from the other party as the court may adjudge reasonable as attorney's fees at trial, on appeal and on any petition for review therefrom.

 

35.         NOTICES:          Any notice required or permitted under this Lease shall be deemed to have been duly given when actually delivered or when deposited in the United States certified mail, postage prepaid, addressed as follows:

 

Or to such other addresses as may be specified from time to time by either of the parties in writing.

36.        SUCCESSION:           Subject to the above-stated limitations on transfer of Lessee's interest, this Lease shall be binding upon and inure to the benefit of the parties, their respective successors and assigns.

 

37.           AMENDMENTS:        This Lease may not be amended or modified except in writing signed by all parties.

 

38.           STATUTORY DISCLOSURE:           THIS INSTRUMENT WILL NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING THE LEASEHOLD INTEREST IN THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES.

 

39.         NOT INCLUDED BY LESSOR:       Only those items specifically identified in Paragraph 15 are to be provided by Lessor. All other items will be the responsibility of the Lessee.