This license is for use of sublease space in Building ("License"), by Art Design Portland, LLC ("Licensor") to Teknomadix LLC (“Licensee”), for dedicated floor space at ADX and Studio 425 (“Building”), subject to the terms and conditions set forth herein.
||Art Design Portland, LLC
|Location of Sublease:
||ADX (417 SE 11th Ave)
|Rent Due Date:
||Commencement day of every month
LIABILITY INSURANCE. Prior to the Commencement Date, Licensee shall provide Licensor evidence of liability insurance in an amount not less than $1,000,000 combined single limit in form approved by Licensor, and with a certificate naming Licensor as an additional insured.
- PREMISES. Licensee is assigned dedicated floor space within the Building (the "Premises") as outlined above. Licensee also has access to other specified common-use areas, only as provided herein. Plans of the Building and Premises are attached as Attachment A (417) and Attachment B (Studio 425).
- Common-Use Areas. Common-use areas are defined as entries and exits, hallways, stairs, restrooms, kitchen areas, loading dock areas and any other designated common-use areas that any reasonable person would expect to use in the normal and lawful course of utilizing the Building and the Premises, fully subject to the terms and conditions of this License, and that are not otherwise the private spaces and areas of Licensor or other Licensees or tenants of the Building.
- Private Areas. Licensor and Licensee agree that the Building, the Premises and common-use areas comprise a somewhat unique business space, referred to as an open concept, or creative collaborative. Licensee's Premises is a private business area within an otherwise larger open space. Licensee has the reasonable expectation that Licensee's Premises will be fully respected as private space by Licensor and all other Licensees, their employees, officers, agents, contractors, and guests, subject only to Licensor's lawful rights under this License, and subject to the specific invitation of Licensee to all others to use the Premises.
- TERM. This License is granted for a period beginning on the Commencement Date and ending on Lease Termination Date (see above). Upon the end of the Term of this License, this License shall continue on a month to month basis on the same terms and conditions stated herein. Licensee’s specified tenancy of the Premises may be extended by renewing the license at the discretion of the Licensor.
- Intent to vacate. Licensee must give at least sixty (60) days written notice of intent to vacate. If sixty (60) days notice of nonrenewal is not given prior to lease term, Licensee is responsible for the equivalent rent amount due for the sixty (60) days after notice is given.
- Base License Fee (“Rent”). The fee to be paid to Licensor is for Licensee's use of the Premises, the common use areas as outlined in Section 1.1 above , utilities, CAMs, and management fees. Rent is payable without demand or notice on the date agreed upon within this lease. Base license fee will increase at 5% per year to cover any increases in property taxes, utilities, CAMs and management fees.
- First Month. If the Commencement Date is not the 1st or 15th day of the month, a prorated License Fee shall be paid to the Licensor prior to Licensee move in.
- Security Deposit. A security deposit is due upon the signing of this License. This deposit may be allocated to cover the cost of the final month of rent, or fully refunded upon termination of the License, subject to reduction based upon any amounts owed for unpaid License Fee, other fees owed or reimbursement for the cost of reasonable repairs of damage to the Premises at the Licensor’s discretion.
- Rent Grace Period. Licensee must pay the agreed upon rental fee within 4 days of its due date. Licensee’s failure to pay rent promptly will trigger default per Section 14.
- Abandonment Fee. Licensor may charge up to 1.5 times the monthly rent amount to Licensee who abandons the lease.
- Option to Renew Lease. So long as Licensee is not in default, Licensee shall have an option to renew lease at 5% per year increase in base rent. Licensee she notify Licensor at least 60 days in advance in writing of its intent to exercise said options prior to the expiration of the then current lease term.
- Other Fees. In addition to the License Fee, Licensee agrees to pay to Licensor additional fees as might apply based on increased use of the common areas or excessive use of electricity, water or garbage. Upon written request of the Licensee, Licensor shall provide a copy of the invoice from which other fees are calculated and will detail the value of additional services provided.
- USE OF THE PREMISES.
- Permitted Use.The Premises shall be used for project workspace and storage.
- Hours of Operation. The ADX Facility, located at 417 and 425 SE 11th Ave is accessible 24/7. Licensor reserves the right to change business hours and restrict Licensee’s after-hours access at its sole discretion with 60 (sixty) days notice.
- Restrictions on Use. In connection with the use of the Premises, Licensee agrees as follows:
- Licensee shall comply with all laws of the State of Oregon, Oregon Administrative Rules, City ordinances, and other policies and regulations applicable to the Premises, the Building and Licensee. Licensor may impose additional rules upon Licensee to implement the terms of this License.
- Licensee shall refrain from any use that would be reasonably offensive to other licensees or owners or users of neighboring premises or that would tend to create a nuisance.
- Licensee can share their space with additional people whose names, email and phone number must be written in Attachment C.
- Licensee shall not assign this License or sublet the Premises to any other individual or entity without the written consent of Licensor. All additional tenants must be listed in Attachment C along with the amount they are paying.
- Licensee shall refrain from any activity that would make it impossible to insure the Premises or the Building against casualty or would increase the insurance rate for long-term fire insurance policies.
- Licensee shall not load the electrical system or floors beyond the point considered safe by a competent engineer or architect selected by Licensor.
- Licensee shall refrain from making any marks on or attaching any sign, insignia, antenna, aerial, or other device to the exterior or interior walls, windows, or roof of the Premises without the written consent of Licensor.
- Licensee shall follow all procedures set by Licensor regarding building safety (including fire drills and emergency preparedness training).
- Licensee shall maintain a clean space, thoroughly broom-cleaned daily.
- Licensor's personnel shall not provide any services to Licensee without an additional signed written agreement. No office or business equipment of Licensor (including but not limited to computers, telephones, and telephone service) shall be used by the Licensee, and Licensee acknowledges that these services are not included in the License Fee. Notwithstanding the above, Licensee acknowledges that any equipment provided solely by the Licensor for common use by Licensee and other Licensees is provided at the sole discretion of Licensor, and said equipment may be removed at any time at the sole discretion of Licensor.
- Licensor shall provide working locks on all exterior doors.
- Licensor shall supply electric wiring, plumbing facilities which produce hot and cold running, safe drinking water, and adequate heating facilities.
- Licensee agrees to maintain reasonable decorum and treat his/her fellow Licensees, guests, and other invitees with consideration and common courtesy. At its sole discretion, Licensor reserves the right to unilaterally revoke Licensee's license for use of the Premises, effective immediately, in the event of disrespectful, illegal, obnoxious or otherwise unreasonable behavior towards others at the ADX facility.
- Hazardous Substances. Licensee shall not cause or permit any Hazardous Substance to be spilled, leaked, disposed of, or otherwise released on or under the Premises. 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. The term "Environmental Law" shall mean any federal, state, or local statute, regulation, or ordinance or any judicial or other governmental order pertaining to the protection of health, safety or the environment.
- Alterations. Licensee shall make no improvements or alterations on the Premises of any kind, including the installation of computer and telecommunications wiring, cables, and conduit, without first obtaining Licensor's written consent. Licensor may make such alterations and improvements to the Premises as it deems appropriate. In performing any repairs, or making alterations or improvements, or other work performed on or around the Premises, Licensor shall minimize, to the extent feasible, interference with use of the Premises by Licensee. Licensee shall have no right to an abatement of fees nor any claim against Licensor for any inconvenience or disturbance resulting from Licensor's activities performed in conformance with the requirement of this provision.
- The Licensee shall be responsible for maintaining the Premises organized and clean in a manner expected by any reasonable person.
- The Licensee shall be responsible for actively utilizing the Premises for projects and agrees that the Premises will not be used predominantly for storage.
- The Licensee agrees to clear common areas of personal projects in a timely manner that ensures all tenants have access to common areas, fire exits, fire extinguishers and any other common area amenities.
- All food and beverages brought into the Premises shall be disposed of in a clean and sanitary manner and shall be disposed of outside of the Building at the end of each day.
- At its sole discretion, Licensor reserves the right to unilaterally revoke the Licensee's License of use of the Premises, effectively immediately, in the event that any of the above criteria are violated.
- Any costs incurred by Licensor to correct a condition caused by violation of these provisions shall be reimbursed to Licensor immediately upon demand. Licensee shall make any repairs for damage to the Premises or the Building caused by the actions of Licensee, its agents, employees, and invitees. Licensor shall have the right to undertake reasonable repair for damage caused by Licensee, its agents, employees and invitees. Upon Licensor's written demand, Licensee shall reimburse Licensor for all reasonable expenses associated with the repairs undertaken.
- SECURITY. Licensee shall exercise reasonable control over persons entering the Building and shall prohibit entry into the Building by any unauthorized persons. Licensee will not permit any use or activity to occur within the Building which, in any way, increases risk of fire, explosion, vandalism, or other hazards. Licensee will instruct persons on the Premises to stay within the areas designated for Licensee's use and use the Building entry designated by Licensor. Licensor may at any time revoke any permission to enter the Building or the Premises which has been granted by Licensee to any person.
- UTILITIES. Licensee shall secure telephone service to the Premises at its own expense. Licensor shall not take telephone calls or messages for Licensee. Licensor shall provide the following utilities: water, heat, electricity, and janitorial services. If janitorial services are not adequate to meet the requirements of Licensee, Licensee shall, at its expense, supplement the janitorial services to meet its requirements.
- PARKING. On-site parking is available for $100/month.
- DAMAGE AND DESTRUCTION. If the Premises are destroyed or damaged by casualty loss, either party may elect to terminate the License as of the date of the damage or destruction by notice given to the other in writing. In such event all rights and obligations of the parties shall cease as of the date of termination, and Licensee shall be entitled to the reimbursement of any prepaid amounts paid by Licensee and attributable to the anticipated term. If neither party elects to terminate, Licensor shall have the option at its sole discretion to proceed to restore the Premises to substantially the same form as prior to the damage or destruction. The License Fee shall be abated during the period of restoration to the extent the Premises are not usable by Licensee.
- LIENS. Licensee shall pay as due all claims for work done on and for services rendered or material furnished to the Premises, and shall keep the Premises free from any liens. If Licensee fails to pay any such claims or to discharge any lien, Licensor may do so and collect the cost as additional rent. Any amount so added shall bear interest at the rate of 12% per annum from the date expended by Licensor and shall be payable on demand.
- INDEMNIFICATION. Licensee shall indemnify, defend, and hold harmless Licensor and its employees, agents, successors and affiliates for, from, and against any and all claims, damages, losses, costs, expenses, liabilities, and fees arising out of this License or any activity of Licensee or Licensee's employees, officers, agents, contractors, or invitees, or any condition of the Premises. Such claims include, but are not limited to, claims made by Licensee's employees or Licensor's employees. Licensor shall have no liability to Licensee for any injury, loss, or damage caused by third parties, or by any condition of the Premises or the Building. 11..1 Exemption of Licensor from Liability. Licensor shall not be liable for any damage or injury to the
person, business (or any loss of income there from), goods, wares, merchandise or other property of Licensee, Licensee’s employees, invitees, customers or any other person in or about the Property, whether such damage or injury is caused by or results from (a) fire, steam, electricity, water, gas, flood, earthquake, or rain; (b) the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, drains, plumbing, air conditioning or lighting fixtures or any other cause; (c) conditions arising in or about the Property or upon other portions of any building of which the Property is a part, or from other sources or places; or (d) any act or omission of any other tenant of any building of which the Property is a part. Licensor shall not be liable for any such damage or injury even though the cause of or the means of repairing such damage or injury are not accessible to the Licensee. The provisions of the Section 12.1 shall not, however, exempt Licensor from liability for Licensor’s gross negligence or willful misconduct.
- LIABILITY INSURANCE. Prior to the Commencement Date, Licensee shall provide Licensor evidence of liability insurance in an amount not less than $1,000,000 combined single limit in form approved by Licensor, and with a certificate naming Licensor as an additional insured.
- ASSIGNMENT. This License may not be assigned, nor may a right of use of any portion of the Premises be conferred on any third person by any other means, without the prior written consent of Licensor, which consent may be withheld in Licensor's sole discretion. This provision shall apply to all transfers by operation of law.
- DEFAULT. The following shall be Events of Default:
- Default in Fees. Failure of Licensee to pay any License Fee or other charge when due.
- Default in Other Covenants. Failure of Licensee to comply with any term or condition or fulfill any obligation of the License (other than the payment of fees or other charges) within 10 days after written notice by Licensor specifying the nature of the default with reasonable particularity.
- Abandonment. Failure of Licensee for 10 days or more to occupy the Premises for one or more of the purposes permitted under this License, unless such failure is excused under other provisions of this License or Licensee provides advance written notice to Licensor, may be considered abandonment by Licensor.
- REMEDIES ON DEFAULT.
- Termination. In addition to the right of termination provided in Section 3, Section 4, and Section 5, upon the occurrence of an Event of Default the License may be immediately terminated at the option of Licensor by written notice to Licensee. Whether or not the License is terminated by the election of Licensor or otherwise, Licensor shall be entitled to recover damages from Licensee for the default, and Licensor may reenter, take possession of the Premises, and remove any persons or property by legal action or by self-help with the use of reasonable force and without liability for damages and without having accepted a surrender.
- Licensor's Right to Cure Defaults. If Licensee fails to perform any obligation under this License, Licensor shall have the option to do so after 10 days' written notice to Licensee. Licensor's may request additional expenditures to correct the default be reimbursed by Licensee on demand with interest at the rate of 5% per annum from the date of expenditure by Licensor. Such action by Licensor shall not waive any other remedies available to Licensor because of the default.
- Remedies Cumulative. The foregoing remedies shall be in addition to and shall not exclude any other remedy available to Licensor under applicable law.
- SURRENDER AT EXPIRATION. Upon expiration of the License term or earlier termination on account of default, Licensee shall deliver all keys to Licensor and surrender the Premises in the same condition as existed as of the date of this License and broom clean. Alterations constructed by Licensee with permission from Licensor shall not be removed or shall be restored to the original condition at the option of Licensor unless the terms of permission for the alteration require otherwise. All fixtures placed upon the Premises during the term, other than Licensee's trade fixtures, shall, at Licensor's option, become the property of Licensor. If Licensor so elects, Licensee shall remove any or all fixtures that would otherwise remain the property of Licensor, and shall repair any physical damage resulting from the removal. Licensee shall remove all furnishings, furniture, and trade fixtures that remain its property. If Licensee fails to do so, this shall be an abandonment of the property, and Licensor may retain the property and all rights of Licensee with respect to it shall cease. If Licensee does not vacate Premises at the time required, Licensor shall have the option to treat Licensee as a licensee holding under a revocable license.
- MASTER LEASE. This License and Licensee’s rights hereunder are subject to the terms and conditions of the Commercial Leases signed by Kelley Roy on behalf of Art Design Portland LLC. The spaces at 417 and 425 SE 11th is covered under the commercial lease dated December 10, 2010 between Faries Investments, LP as Landlord and Licensor as Tenant (the “ADX Master Lease”). Licensees shall use the Premises in compliance with the Master Leases, and this License shall automatically terminate on any termination of the Master Leases.
- Nonwaiver. Waiver by either party of strict performance of any provision of this License shall not be a waiver of or prejudice the party's right to require strict performance of the same provision in the future or of any other provisions.
- Attorney Fees. If any arbitration, suit, or action is instituted to interpret or enforce the provisions of this License, to rescind this License, or otherwise with respect to the subject matter of this License, the party prevailing on an issue will be entitled to recover with respect to such issue, in addition to costs, reasonable attorney fees incurred in the preparation, prosecution, or defense of such arbitration, suit, or action as determined by the arbitrator or trial court, and if any appeal is taken from such decision, reasonable attorney fees as determined on appeal.
- Arbitration. Any dispute, controversy, or claim arising out of or relating to this License will be settled by arbitration. Judgment on the award rendered by the arbitrator may be entered in the Circuit Court in Multnomah County, and the resolution of the disputed matter as determined by the arbitrator will be binding on the parties. Any arbitration will be conducted in Portland, Oregon, in accordance with the following provisions:
- Except as otherwise provided in this section, the arbitration will be conducted in accordance with the Arbitration Service of Portland.
- Arbitration proceedings under this License may be consolidated with arbitration proceedings pending between other parties if the arbitration proceedings arise out of the same transaction or relate to the same subject matter. Consolidation will be by order of the arbitrator in any of the pending cases or, if the arbitrator fails to make such an order, the parties may apply to any court of competent jurisdiction for such an order.
- A party may, without inconsistency with this License, seek from a court any interim or provisional relief that may be necessary to protect the rights or property of that party pending the establishment of the arbitration (or pending the arbitrator's determination of the merits of the dispute, controversy, or claim).
- The arbitrator will have authority to issue preliminary and other equitable relief.
- Discovery proceedings of the type provided by the Oregon Rules of Civil Procedure will be permitted both in advance of and during recesses of the arbitration hearings. Any dispute relating to such discovery will be resolved by the arbitrator.
- The arbitrator will have the discretion to order a prehearing exchange of information by the parties and an exchange of summaries of testimony of proposed witnesses.
- The arbitrator will have the authority to award any remedy or relief that an Oregon court could order or grant, including specific performance of any obligation created under this License, the issuance of an injunction, or the imposition of sanctions for abuse or frustration of the arbitration process, except that the arbitrator will not have authority to award punitive damages or any other amount for the purpose of imposing a penalty as opposed to compensating for actual damage suffered or loss incurred.
- The award will be in writing, will be signed by the arbitrator, and will include a statement regarding the disposition of any claim. The award will be kept confidential to the fullest extent permitted by law.
- Notices. Any notice required or permitted under this License shall be given when actually delivered or 48 hours after deposited in United States mail addressed to the address given in this License or to such other address as may be specified from time to time by either of the parties in writing. The initial addresses for Licensor and Licensee are as follows:
Licensor: Art Design Portland PO BOX 17 Manzanita, OR 97130
Licensee: Teknomadix Johanness Nilsson and Luke Nimtz PO Box 82311 Portland OR 97282
- Succession. Subject to the above-stated limitations on transfer of Licensee's interest, this License shall be binding on and inure to the benefit of the parties and their respective successors and assigns.
- Entry for Inspection. Licensor shall have the right to enter upon the Premises at any time to determine Licensee's compliance with this License, to make necessary repairs to the Building or to the Premises, or for any other purpose.
- Time of Essence. is of the essence of the performance of each of Licensee's obligations under this License.