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OFFICE LEASE

Office Lease Agreement

OFFICE LEASE | Document Parties: Pixelworks, Inc | PORTLAND METROPOLITAN ASSOCIATION OF BUILDING OWNERS AND MANAGERS | Quest Group | Union Bank of California You are currently viewing:
This Office Lease Agreement involves

Pixelworks, Inc | PORTLAND METROPOLITAN ASSOCIATION OF BUILDING OWNERS AND MANAGERS | Quest Group | Union Bank of California

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Title: OFFICE LEASE
Date: 3/12/2007
Industry: Semiconductors     Sector: Technology

OFFICE LEASE, Parties: pixelworks  inc , portland metropolitan association of building owners and managers , quest group , union bank of california
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Exhibit 10.22

Standard Form of OFFICE BUILDING LEASE Developed by PORTLAND METROPOLITAN ASSOCIATION OF BUILDING OWNERS AND MANAGERS

OFFICE LEASE

This Lease, made and entered into at Portland, Oregon, this 20th day of June, 2005 by and between

 

 

 

 

 

 

 

 

LANDLORD:

 

Union Bank of California as Trustee for Quest Group Trust VI

 

 

 

 

 

 

 

 

 

and

 

 

 

 

 

 

 

TENANT:

 

Pixelworks, Inc.



Landlord hereby leases to Tenant the following: approximately 52,921 rentable square feet known as Suites 103-400 for a period of March 1, 2006 through July 31, 2006 and 55,821 rentable square feet known as Suites 100-400 from August 1, 2006 through February 28, 2009 and depicted on Exhibit A attached hereto ( the Premises ), that is located in that certain building located at 8100 S.W. Nyberg Road, Tualatin, Oregon, containing approximately 55,821 rentable square feet as depicted/described on Exhibit B attached hereto (the Building) .

Tenant’s Proportion Share for purposes of Section 19 shall be 95% from March 1, 2006 through July 31, 2006 and 100% from August 1, 2006 through February 28, 2009.

This Lease is for a term commencing March 1, 2006 and continuing through February 28, 2009 at a Monthly Base Rental as follows:

 

 

 

 

March 1, 2006 through July 31, 2006

 

$104,685 per month

August 1, 2006 through December 31, 2006

 

$110,908 per month ($23.84 per square foot annually)

January 1, 2007 through July 31, 2007

 

$111,887 per month ($24.05 per square foot annually)

August 1, 2007 through August 31, 2007

 

$112,007 per month ($24.08 per square foot annually)

September 1, 2007 through December 31, 2007

 

$114,251 per month ($24.56 per square foot annually)

January 1, 2008 through January 31, 2009

 

$115,263 per month ($24.78 per square foot annually)

February 1, 2009 through February 28, 2009

 

$115,773 per month ($24.89 per square foot annually)



Rent is payable in advance on the first day of each month commencing March 1, 2006.

Landlord and Tenant covenant and agree as follows:

1.1 Delivery of Possession.

Should Landlord be unable to deliver possession of the Premises on the date fixed for the commencement of the term, commencement will be deferred and Tenant shall owe no rent until notice from Landlord tendering possession to Tenant. During the period from the scheduled Commencement Date to the actual Commencement Date, Tenant shall continue to occupy the Premises under the terms of its lease(s) and sublease(s) of the Premises (the "Current Lease"). If possession is not so tendered within 90 days following commencement of the term, then Tenant may elect to cancel this Lease by notice to Landlord within 10 days following expiration of the 90-day period. Landlord shall have no liability to Tenant for delay in delivering possession, nor shall such delay extend the term of this Lease in any manner unless the parties execute a written extension agreement.

2.1 Rent Payment.

Tenant shall pay the Base Rent for the Premises and any additional rent provided herein without deduction or offset. Rent for any partial month during the lease term shall be prorated to reflect the number of days during the month that Tenant occupies the Premises. Additional rent means amounts determined under Section 19 of this Lease and any other sums payable by Tenant to Landlord under this Lease. Rent not paid when due shall bear interest at the rate of one-and-one-half percent per month until paid. Landlord may at its option impose a late charge of $.05 for each $1 of rent for rent payments made more than 10 days late in lieu of interest for the first month of delinquency, without waiving any other remedies available for default. Failure to impose a late charge shall not be a waiver of Landlord’s rights hereunder.

3.1 Lease Consideration.

Upon execution of the Lease, Tenant has paid the Base Rent for the first full month of the lease term for which rent is payable and in addition has paid the sum of $76,391 as lease consideration in addition to the $39,382 Landlord is already holding . The total security deposit is $115,773. Landlord may apply the lease consideration to pay the cost of performing any obligation which Tenant fails to perform within the time required by this Lease, following any applicable notice and cure period, but such application by Landlord shall not be the exclusive remedy for Tenant’s default. If the lease consideration is applied by Landlord, Tenant shall on demand pay the sum necessary to replenish the lease consideration to its original amount. To the extent not applied by Landlord to cure defaults by Tenant, the lease consideration shall be applied to costs at the end of the Lease term, including but not limited to, repairs in excess of "normal wear and tear" and reconciliation of operating expenses. Any portion of the lease consideration not used to cover the end of term expenses shall be refundable. If Tenant is in default under this Lease more than two (2) times within any twelve-month period, irrespective of whether or not such default is cured, then without limiting Landlord’s other rights and remedies provided for in this Lease or at law or equity, the lease consideration shall automatically be increased by an amount equal to two (2) times the original lease consideration.

 

     

 

 

 

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Please Initial   Landlord: /s/ JK   Tenant: /s/ HO



 

 

 

4.1 Use.

Tenant shall use the Premises as business for corporate business office and operation of an electronics engineering and testing laboratory and for no other purpose without Landlord’s written consent. In connection with its use, Tenant shall at its expense promptly comply and cause the Premises to comply with all applicable laws, ordinances, rules and regulations of any public authority and shall not annoy, obstruct, or interfere with the rights of other tenants of the Building; provided, however, that in no event shall Tenant be responsible for compliance of the Premises or the Building with any laws relating to fire, life, safety, or accessibility, and the same shall be the sole responsibility of Landlord. Tenant shall create no nuisance nor allow any objectionable fumes, noise, or vibrations to be emitted from the Premises. Tenant shall not conduct any activities that will increase Landlord’s insurance rates for any portion of the Building or that will in any manner degrade or damage the reputation of the Building.

4.2 Equipment.

Tenant shall install in the Premises only such office equipment as is customary for general office use and shall not overload the floors or electrical circuits of the Premises or Building or alter the plumbing or wiring of the Premises or Building. Landlord must approve in advance the location of and manner of installing any wiring or electrical, heat generating or communication equipment or exceptionally heavy articles. All telecommunications equipment, conduit, cables and wiring, additional dedicated circuits and any additional air conditioning required because of heat generating equipment or special lighting installed by Tenant shall be installed and operated at Tenant’s expense. Landlord shall have no obligation to permit the installation of equipment by any telecommunications provider whose equipment is not then servicing the Building. Anything to the contrary contained in this Section notwithstanding, Landlord acknowledges and agrees that the equipment and improvements currently located and used in the Premises under the Current Lease is approved and may be used by Tenant without further approval.

4.3 Signs.

No signs, awnings, antennas, or other apparatus shall be painted on or attached to the Building or anything placed on any glass or woodwork of the Premises or positioned so as to be visible from outside the Premises without Landlord’s written approval as to design, size, location, and color. All signs installed by Tenant shall comply with Landlord’s standards for signs and all applicable codes and all signs and sign hardware shall be removed upon termination of this Lease with the sign location restored to its former state unless Landlord elects to retain all or any portion thereof. Anything to the contrary contained in this Section notwithstanding, Landlord acknowledges and agrees that all signs, attachments, window coverings, and other items described in this Section that are currently located on the Premises, as well as replacements thereof, are approved by Landlord.

Tenant, at its sole expense, shall have the right to erect an illuminated sign per Exhibit G at a location that is mutually acceptable as long as it meets Class A standards. The exterior sign will be subject to Landlord and City of Tualatin approval. Landlord approval shall not be unreasonably withheld. Tenant shall also have the right to install non-illuminated signage at interior locations. Tenant agrees to absorb the cost to remove all signage at the end of the Lease term.

Tenant, at its sole expense, shall have the right to locate a monument at the entrance to the property per Exhibit H, subject to design approval by Landlord, which shall not be unreasonably withheld. Tenant shall not be required to remove the monument at the end of the Lease term.

Tenant, at its sole expense, shall have the right to locate a decorative rock in the Building, subject to the following: 1) Tenant shall provide Landlord with an engineering report which confirms that the method of installation shall not damage the existing Building structures; 2) Exact location of decorative rock is subject to Landlord approval; and 3) Any damage caused by the decorative rock during the Lease term or as a result of its removal shall be the responsibility of Tenant.

5.1 Utilities and Services.

Landlord will furnish water and electricity to the Building at all times and will furnish heat and air conditioning (if the Building is air conditioned) during the normal Building hours as established by Owner, which in no event shall be less than 7:00 a.m. to 6:00 p.m., Monday through Friday . Janitorial service will be provided in accordance with the specifications set forth on Exhibit E attached hereto. Tenant may elect, with 60 days notice, to provide their own janitorial service, and upon so doing, the Monthly Base Rental will be reduced by the amount of monthly charges incurred by the Landlord for the current janitorial service. Tenant agrees to use a janitorial contractor signatory to all applicable collective bargaining agreements. Tenant shall comply with all government laws or regulations regarding the use or reduction of use of utilities on the Premises. Interruption of services or utilities shall not be deemed an eviction or disturbance of Tenant’s use and possession of the Premises, render Landlord liable to Tenant for damages, or relieve Tenant from performance of Tenant’s obligations under this Lease, unless such interruption is caused by Landlord’s negligence or willful misconduct. Landlord shall take all reasonable steps to correct any interruptions in service. Electrical service furnished will be 110 volts unless different service already exists in the Premises. Tenant shall provide its own surge protection for power furnished to the Premises.

5.2 Extra Usage.

If Tenant uses excessive amounts of utilities or services of any kind because of operation outside of normal Building hours, high demands from office machinery and equipment, nonstandard lighting, or any other cause, Landlord may impose a reasonable charge for supplying such extra utilities or services, which charge shall be payable monthly by Tenant in conjunction with rent payments. Landlord acknowledges that Tenant’s utility and services usage under the Current Lease is not excessive and no additional charges will be imposed for such continued use under this Lease. In case of dispute over any extra charge under this Section, Landlord shall designate a qualified independent engineer

 

     

 

 

 

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Please Initial   Landlord: /s/ JK   Tenant: /s/ HO



 

 

 

whose decision shall be conclusive on both parties. Landlord and Tenant shall each pay one-half of the cost of such determination.

5.3 Security.

Landlord may but shall have no obligation to provide security service or to adopt security measures regarding the Premises, and Tenant shall cooperate with all reasonable security measures adopted by Landlord. Tenant may install a security system within the leased Premises, with Landlord’s written consent, which will not be unreasonably withheld. Landlord acknowledges that Tenant’s current security system is acceptable. Landlord will be provided with an access code to any security system and shall not have any liability for accidentally setting off Tenant’s security system. Landlord may modify the type or amount of security measures or services provided to the Building or the Premises at any time.

6.1 Maintenance and Repair.

Landlord shall maintain and repair in good condition the Building structure, roof, exterior walls and doors, exterior windows and common areas of the Building, and the electrical, mechanical, plumbing, heating and air conditioning systems, facilities and components located in the Building that are used in common by all tenants of the Building (including replacing building standard light bulbs). Tenant shall maintain and repair the Premises in good condition, including, without limitation, maintaining and repairing all walls, floors, and ceilings (but not any structural elements thereof), all interior doors, partitions and windows, and all Premises systems, fixtures and equipment that are not the maintenance responsibility of Landlord, as well as damage caused by Tenant, its agents, employees, contractors or invitees.

Landlord shall have no liability for failure to perform required maintenance and repair unless written notice of such maintenance or repair is given by Tenant and Landlord fails to commence efforts to remedy the problem in a reasonable time and manner. Landlord shall have the right to erect scaffolding and other apparatus necessary for the purpose of making repairs, and Landlord shall have no liability for interference with Tenant’s use because of repairs and installations, provided that the same is performed in a manner to minimize interference with Tenant’s use, to the extent practicable, and completed as expeditiously as possible. Except as otherwise set forth herein, Tenant shall have no claim against Landlord for any interruption or reduction of services or interference with Tenant’s occupancy, and no such interruption or reduction shall be construed as a constructive or other eviction of Tenant. Repair of damage caused by negligent or intentional acts or breach of this Lease by Tenant, its employees or invitees shall be at Tenant’s expense.

6.2 Alterations.

Tenant shall not make any alterations, additions, or improvements to the Premises without Landlord’s prior written consent which may be withheld in Landlord’s reasonable discretion. The foregoing notwithstanding, Tenant may make cosmetic, non-structural changes, e.g., painting, floor covering, etc., without Landlord’s consent. Any such improvements, alterations, wiring, cables or conduit installed by Tenant shall at once become part of the Premises and belong to Landlord except for removable machinery and unattached movable trade fixtures. Landlord may at its option require that Tenant remove any improvements, alterations, wiring, cables or conduit installed by or for Tenant and restore the Premises to the original condition upon termination of this Lease. Tenant shall not be responsible for the restoration of any work done previous to the date this Lease is executed, except for the restoration of the 2 nd floor elevator lobby and corridor. Landlord shall have the right to approve the contractor used by Tenant for any work in the Premises, and to post notices of nonresponsibility in connection with work being performed by Tenant in the Premises. Work by Tenant shall comply with all laws then applicable to the Premises.

Tenant, at its sole expense, shall have the right at any time during the Lease term of their current lease/sublease and future lease terms, to construct a first floor reception area as indicated on the attached Exhibit I. In addition, Tenant shall have the right at any time during the Lease term to construct the showers on the first floor per Exhibit J, with the cost to construct the showers to be split equally between Landlord and Tenant.

7.1 Limitation of Liability.

The liability of Union Bank of California, Quest Investment Management Inc. and Quest Property Management with regard to all aspects of this Lease shall be limited to the assets of Quest Group Trust VI, except if such liability arises out of or is caused by Landlord’s negligence or willful misconduct, or its failure to enforce the rules and regulations following notice from Tenant.

7.2 Indemnity.

Tenant shall not allow any liens to attach to the Building or Tenant’s interest in the Premises as a result of its activities. Tenant shall indemnify and defend Landlord and its managing agents from any claim, liability, damage, or loss occurring on the Premises, arising out of any activity by Tenant, its agents, or invitees or resulting from Tenant’s failure to comply with any term of this Lease. Neither Landlord nor its managing agent shall have any liability to Tenant because of loss or damage to Tenant’s property or for death or bodily injury caused by the acts or omissions of other Tenants of the Building, or by third parties (including criminal acts).

7.3 Insurance.

Tenant shall carry liability insurance with limits of not less than One Million Dollars ($1,000,000) combined single limit bodily injury and property damage which insurance shall have an endorsement naming Landlord and Landlord’s managing agent, if any, as an additional insured, cover the liability insured under Section 7.2 of this Lease, and be in form and with companies reasonably acceptable to Owner. Prior to occupancy, Tenant shall furnish a certificate evidencing such insurance which shall state that the coverage shall not be cancelled or materially changed without 10 days advance notice to Landlord and Landlord’s managing agent, if any. A renewal certificate shall be furnished at least 10 days prior to expiration of any policy.

 

     

 

 

 

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8.1 Fire or Casualty.

"Major Damage" means damage by fire or other casualty to the Building or the Premises which causes the Premises or any substantial portion of the Building to be unusable, or which will cost more than 25 percent of the pre-damage value of the Building to repair, or which is not covered by insurance. In case of Major Damage, Landlord may elect to terminate this Lease by notice in writing to the Tenant within 30 days after such date. Tenant may elect to terminate this Lease by written notice to Landlord within such thirty (30) day period if Landlord’s time to restore the Premises or the Building is estimated to take more than ninety (90) days or if, after having commenced the restoration of the Premises or the Building, Landlord fails to complete the same in the time period for completion stated prior to such commencement. If this Lease is not terminated following Major Damage, or if damage occurs which is not Major Damage, Landlord shall promptly restore the Premises to the condition existing just prior to the damage. Tenant shall promptly restore all damage to tenant improvements or alterations installed by Tenant or pay the cost of such restoration to Landlord if Landlord elects to do the restoration of such improvements. Unless the casualty was caused by the negligence or willful misconduct of Tenant, Rent shall be reduced from the date of damage until the date restoration work being performed by Landlord is substantially complete, with the reduction to be in proportion to the area of the Premises not useable by Tenant.

8.2 Waiver of Subrogation.

Tenant shall be responsible for insuring its personal property and trade fixtures located on the Premises and any alterations or tenant improvements it has made to the Premises. Neither Landlord, its managing agent nor Tenant shall be liable to the other for any loss or damage caused by water damage, sprinkler leakage, or any of the risks that are or could be covered by a special all risk property insurance policy, or for any business interruption, and there shall be no subrogated claim by one party’s insurance carrier against the other party arising out of any such loss. This waiver is binding only if it does not invalidate the insurance coverage of either party hereto.

9.1 Eminent Domain.

If a condemning authority takes title by eminent domain or by agreement in lieu thereof to the entire Building or a portion sufficient to render the Premises unsuitable for Tenant’s use, then either party may elect to terminate this Lease effective on the date that possession is taken by the condemning authority. Rent shall be reduced for the remainder of the term in an amount proportionate to the reduction in area of the Premises caused by the taking. All condemnation proceeds shall belong to Landlord, and Tenant shall have no claim against Landlord or the condemnation award because of the taking; provided, however, that nothing herein shall prevent Tenant from pursuing and obtaining a separate award or awards for loss of its leasehold interest, leasehold improvements, moving expenses, and other claims.

10.1 Assignment and Subletting.

This Lease shall bind and inure to the benefit of the parties, their respective heirs, successors, and assigns, provided that Tenant shall not assign its interest under this Lease or sublet all or any portion of the Premises without first obtaining Landlord’s consent in writing. This provision shall not apply to transfers by operation of law including, but not limited to, mergers and changes in control of Tenant. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. Landlord shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed Tenant is compatible with Landlord’s normal standards for the Building. If Tenant proposes a subletting or assignment to which Landlord is required to consent under this Section, Landlord shall have the option of terminating this Lease for that portion of the Premises proposed to be assigned or sublet and may lease the same directly to the proposed subtenant or assignee. If an assignment or subletting is permitted, one-half of any cash profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be


 
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